CONCESSION AGREEMENT

BETWEEN
[Authority]
AND
[ABC]

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 Table of Contents
ARTICLE 1 ........................................................................................................................................... 7
DEFINITIONS AND INTERPRETATION .................................................................................................. 7
ARTICLE 2 ......................................................................................................................................... 11
SCOPE OF THE PROJECT .................................................................................................................... 11
ARTICLE 3 ......................................................................................................................................... 12
GRANT OF CONCESSION ................................................................................................................... 13
ARTICLE 4 ......................................................................................................................................... 17
CONDITIONS PRECEDENT.................................................................................................................. 17
ARTICLE 5 ......................................................................................................................................... 20
OBLIGATIONS OF THE CONCESSIONAIRE .......................................................................................... 20
ARTICLE 6 ......................................................................................................................................... 30
OBLIGATIONS OF THE AUTHORITY.................................................................................................... 30
ARTICLE 7 ......................................................................................................................................... 32
REPRESENTATIONS AND WARRANTIES............................................................................................. 32
ARTICLE 8 ......................................................................................................................................... 35
DISCLAIMER....................................................................................................................................... 35
ARTICLE 9 ......................................................................................................................................... 36
PERFORMANCE SECURITY ................................................................................................................. 36
ARTICLE 10 ....................................................................................................................................... 38
SITE .................................................................................................................................................... 38
ARTICLE 11 ....................................................................................................................................... 41
CONSTRUCTION OF THE PROJECT..................................................................................................... 41
ARTICLE 12 ....................................................................................................................................... 44
MONITORING OF CONSTRUCTION.................................................................................................... 44
ARTICLE 13 ....................................................................................................................................... 46
COMPLETION CERTIFICATE ............................................................................................................... 46
ARTICLE 14 ....................................................................................................................................... 47
ENTRY INTO COMMERCIAL SERVICE ................................................................................................. 47
ARTICLE 15 ....................................................................................................................................... 48
OPERATION AND MAINTENANCE ..................................................................................................... 48
ARTICLE 16 ....................................................................................................................................... 52
MONITORING OF OPERATION AND MAINTENANCE......................................................................... 52
ARTICLE 17 ....................................................................................................................................... 54

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 PERFORMANCE MONITORING MECHANISMS .................................................................................. 54
ARTICLE 18 ....................................................................................................................................... 57
STUDENT MIX .................................................................................................................................... 57
ARTICLE 19 ....................................................................................................................................... 58
MEDICAL COLLEGE CHARGES ............................................................................................................ 58
ARTICLE 20 ....................................................................................................................................... 59
INSURANCE ....................................................................................................................................... 59
ARTICLE 21 ....................................................................................................................................... 61
ACCOUNTS AND AUDIT ..................................................................................................................... 61
ARTICLE 22 ....................................................................................................................................... 63
HUMAN RESOURCE MANAGEMENT ................................................................................................. 63
ARTICLE 23 ....................................................................................................................................... 64
FORCE MAJEURE ............................................................................................................................... 64
ARTICLE 24 ....................................................................................................................................... 69
COMPENSATION FOR BREACH OF AGREEMENT ............................................................................... 69
ARTICLE 25 ....................................................................................................................................... 70
SUSPENSION OF CONCESSIONAIRE’S RIGHTS ................................................................................... 70
ARTICLE 26 ....................................................................................................................................... 72
TERMINATION ................................................................................................................................... 72
ARTICLE 27 ....................................................................................................................................... 78
SERVICE CONTINUITY AND DIVESTMENT OF RIGHTS AND INTEREST ............................................... 78
ARTICLE 28 ....................................................................................................................................... 81
DEFECTS LIABILITY AFTER TERMINATION ......................................................................................... 81
ARTICLE 29 ....................................................................................................................................... 82
ASSIGNMENT AND CHARGES ............................................................................................................ 82
ARTICLE 30 ....................................................................................................................................... 84
LIABILITY AND INDEMNITY ................................................................................................................ 84
ARTICLE 31 ....................................................................................................................................... 87
RIGHTS AND TITLE OVER THE SITE .................................................................................................... 87
ARTICLE 32 ....................................................................................................................................... 88
DISPUTE RESOLUTION ....................................................................................................................... 88
ARTICLE 33 ....................................................................................................................................... 90
DISCLOSURE ...................................................................................................................................... 90
ARTICLE 34 ....................................................................................................................................... 91
MISCELLANEOUS ............................................................................................................................... 91
ARTICLE 35 ....................................................................................................................................... 95

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 DEFINITIONS...................................................................................................................................... 95
SCHEDULE A................................................................................................................................... 109
SITE OF THE PROJECT ...................................................................................................................... 109
SCHEDULE-B................................................................................................................................... 111
SERVICES ......................................................................................................................................... 111
SCHEDULE-C .................................................................................................................................. 112
PROJECT FACILITIES ......................................................................................................................... 112
SCHEDULE-D .................................................................................................................................. 120
SPECIFICATIONS AND STANDARDS ................................................................................................. 120
SCHEDULE-E................................................................................................................................... 149
APPLICABLE PERMITS ...................................................................................................................... 149
SCHEDULE-F ................................................................................................................................... 150
PERFORMANCE SECURITY ............................................................................................................... 150
SCHEDULE-G .................................................................................................................................. 153
PROJECT COMPLETION SCHEDULE ................................................................................................. 153
SCHEDULE-H .................................................................................................................................. 154
TESTS ............................................................................................................................................... 154
SCHEDULE-I.................................................................................................................................... 156
COMPLETION CERTIFICATE ............................................................................................................. 156
SCHEDULE-J ................................................................................................................................... 157
MAINTENANCE REQUIREMENTS..................................................................................................... 157
SCHEDULE-K .................................................................................................................................. 160
STUDENT MIX & ADMISSION PRINCIPLES ....................................................................................... 160
SCHEDULE-L................................................................................................................................... 162
ROLE FOR STEERING COORDINATION COMMITTEE ....................................................................... 162
SCHEDULE-M ................................................................................................................................. 163
APPOINTMENT & TERMS OF REFERENCE FOR INDEPENDENT ENGINEER ...................................... 163
SCHEDULE-N .................................................................................................................................. 170
MEDICAL COLLEGE CHARGES .......................................................................................................... 170
SCHEDULE-O .................................................................................................................................. 171
PANEL OF CHARTERED ACCOUNTANTS .......................................................................................... 171
SCHEDULE-P ................................................................................................................................... 173
VESTING CERTIFICATE ..................................................................................................................... 173
SCHEDULE-Q .................................................................................................................................. 174
SUBSTITUTION AGREEMENT ........................................................................................................... 174

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 CONCESSION AGREEMENT

This CONCESSION AGREEMENT (“Agreement”) is made and entered into at [●] on

this the [●] day of [month], [year] by and between:

[the Authority], a company incorporated under the Companies Act, 2013, by U.T.
Administration of Dadra, Nagar and Haveli, and duly registered with the Registrar of
Companies, …………………………………………. under CIN _________, having its
Registered office at _________________________________________________ and
represented herein by Mr./Ms. ________________________ authorized vide resolution
passed by its Board of Directors on ______(date), (hereinafter referred as the “Authority”)
which expression shall, unless repugnant to the context or meaning thereof, be deemed to
include its affiliates, successors, substitutes and permitted assigns) of the FIRST PART;

AND

[ABC], a [Company / Society] incorporated under the provisions of the [Companies Act,
2013 / Society Registration Act 1860] and having its registered office at [●], (hereinafter
referred to as the “Concessionaire” which expression shall, unless repugnant to the context
or meaning thereof, include its successors and permitted assigns and substitutes) of the
SECOND PART.

WHEREAS:

A. The lack of medical or allied colleges in the Union Territory of Dadra and Nagar
Haveli has led the Union Territory of Dadra and Nagar Haveli (the “UT
Administration”) to explore the possibility of establishing a medical college with the
help of a private participation. The UT Administration is envisaging the establishment
of a medical college attached to the Shri Vinoba Bhave Civil Hospital (“Hospital”),
which is owned and run by the Authority.

B. UT Administration, in the overall public interest and for better management of

healthcare facilities in the UT of Dadra and Nagar Haveli, has granted to the
Authority, the land parcel constituting the Site, Hospital, nursing college and other
related infrastructure on a lease of 99 years and is also desirous of permitting the
utilization of the Hospital facilities for establishment of the Medical College by the
Concessionaire. Further, the Authority has transferred the said land parcel (Site) by
way of license to the Concessionaire for a period of 33 years. .

C. The UT Administration, had accordingly invited proposals by its Notice dated

December 2015 (the “Tender Notice”) for short listing of bidders to establish a
medical college in Silvassa (“Medical College”), its development, operation and
management under Public Private Partnership (PPP) framework with an annual intake
of 100 Students for MBBS course (the “Project”) and had shortlisted certain bidders.

D. The UT Administration, had prescribed the technical and commercial terms and
conditions, and invited bids from the shortlisted bidders pursuant to the Tender Notice
for undertaking the Project.

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E. After evaluation of the bids received, the UT Administration had accepted the bid of
[name of the successful bidder] (“Successful Bidder”) and issued the letter of
acceptance No. [●] dated [●] (hereinafter called the “LOA”) to the Successful Bidder,
requiring, inter alia, to incorporate a Special Purpose Vehicle company (“the SPV”)
with entire equity participation by the UT Administration, and formation of a Society
by the Successful Bidder for the purpose of entering into this Agreement for
executing the Project in terms of this Agreement.

F. UT Administration in terms of Clause 1.1.3 of RFP have promoted and incorporated

the Authority, a Not for Profit company under the Companies Act, 2013 for the
purpose of entering into this Agreement. The Concessionaire have nominated two
directors representing the Concessionaire in the Board of Directors of the Authority.

G. Further, the Successful Bidder in terms of Clause 2.1.5 RFP has established a Not for
Profit Company / Society under the Companies Act, 2013 / Society Registration Act,
1860 and as per the applicable laws of the UT for Dadra and Nagar Haveli for the
purpose of entering into this Agreement and to perform the obligations set out herein.

NOW THEREFORE in consideration of the foregoing and the respective covenants and
agreement set forth in this Agreement the sufficiency and adequacy of which is hereby
acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

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 ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1 Definitions

The words and expressions beginning with capital letters and defined in this
Agreement (including those in Article 35) shall, unless the context otherwise
requires, have the meaning ascribed thereto herein, and the words and expressions
defined in the Schedules and used therein shall have the meaning ascribed thereto in
the Schedules.

1.2 Interpretation

1.2.1 In this Agreement, unless the context otherwise requires,

(a) references to any legislation or any provision thereof shall include amendment
or re-enactment or consolidation of such legislation or any provision thereof
so far as such amendment or re-enactment or consolidation applies or is
capable of applying to any transaction entered into hereunder;

(b) references to laws of India or Indian law or regulation having the force of law
shall include the laws, acts, ordinances, rules, regulations, bye laws or
notifications which have the force of law in the territory of India and as from
time to time may be amended, modified, supplemented, extended or re-
enacted;

(c) references to a “person” and words denoting a natural person shall be

construed as a reference to any individual, firm, company, corporation society,
trust, government, state or agency of a state or any association or partnership
(whether or not having separate legal personality) of two or more of the above
and shall include successors and assigns;

(d) the table of contents, headings or sub-headings in this Agreement are for
convenience of reference only and shall not be used in, and shall not affect, the
construction or interpretation of this Agreement;

(e) the words “include” and “including” are to be construed without limitation
and shall be deemed to be followed by “without limitation” or “but not
limited to” whether or not they are followed by such phrases;
(f) references to “construction” include, unless the context otherwise requires,
investigation, design, developing, monitoring, procurement, delivery,
transportation, installation, processing, fabrication, testing, commissioning and
other activities incidental to the construction, and “construct” shall be
construed accordingly;

(g) any reference to any period of time shall mean a reference to that according to
Indian Standard Time;

(h) any reference to day shall mean a reference to a calendar day;

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(i) references to a “business day” shall be construed as a reference to a day (other
than a Sunday) on which banks in [0] are generally open for business;

(j) any reference to month shall mean a reference to a calendar month as per the
Gregorian calendar;

(k) references to any date, period or Project Milestone shall mean and include
such date, period or Project Milestone as may be extended pursuant to this
Agreement;

(l) any reference to any period commencing “from” a specified day or date and
“till” or “until” a specified day or date shall include both such days or dates;
provided that if the last day of any period computed under this Agreement is
not a business day, then the period shall run until the end of the next business
day;

(m) the words importing singular shall include plural and vice versa;

(n) references to any gender shall include the other and the neutral gender;

(o) “lakh” means a hundred thousand (100,000) and “crore” means ten million
(10,000,000);

(p) “indebtedness” shall be construed so as to include any obligation (whether

incurred as principal or surety) for the payment or repayment of money,
whether present or future, actual or contingent;

(q) references to the “winding-up”, “dissolution”, “insolvency”, or

“reorganisation” of a company or corporation shall be construed so as to
include any equivalent or analogous proceedings under the law of the
jurisdiction in which such company or corporation is incorporated or any
jurisdiction in which such company or corporation carries on business
including the seeking of liquidation, winding-up, reorganisation, dissolution,
arrangement, protection or relief of debtors;

(r) any reference, at any time, to any agreement deed, instrument, license or
document of any description shall be construed as reference to that agreement,
deed, instrument, license or other document as amended, varied,
supplemented, modified or suspended at the time of such reference; provided
that this Sub-clause shall not operate so as to increase liabilities or obligations
of the Authority hereunder or pursuant hereto in any manner whatsoever;

(s) any agreement, consent, approval, authorisation, notice, communication,

information or report required under or pursuant to this Agreement from or by
any Party or the Independent Engineer shall be valid and effective only if it is
in writing under the hand of a duly authorised representative of such Party or
the Independent Engineer, as the case may be, in this behalf and not otherwise;

(t) the Schedules and Recitals to this Agreement form an integral part of this

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 Agreement and will be in full force and effect as though they were expressly
set out in the body of this Agreement ;references to Recitals, Articles, Clauses,
Sub-clauses or Schedules in this Agreement shall, except where the context
otherwise requires, mean references to Recitals, Articles, Clauses, Sub-clauses
and Schedules of or to this Agreement, and references to a Paragraph shall,
subject to any contrary indication, be construed as a reference to a Paragraph
of this Agreement or of the Schedule in which such reference appears; and

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

1.2.2 Unless expressly provided otherwise in this Agreement, any Documentation required
to be provided or furnished by the Concessionaire to the Authority and/or the
Independent Engineer shall be provided free of cost and in three copies, and if
Authority and/or the Independent Engineer is required to return any such
Documentation with their comments and/or approval, they shall be entitled to retain
two copies thereof.

1.2.3 The rule of construction, if any, that a contract should be interpreted against the Parties
responsible for the drafting and preparation thereof, shall not apply.

1.2.4 Any word or expression used in this Agreement shall, unless otherwise defined or
construed in this Agreement, bear its ordinary English meaning and, for these
purposes, the General Clauses Act 1897 shall not apply.

1.3 Measurements and arithmetic conventions

All measurements and calculations shall be in the metric system and calculations done
to 2 (two) decimal places, with the third digit of 5 (five) or above being rounded up
and below 5 (five) being rounded down.

1.4 Priority of agreements and errors/discrepancies

1.4.1 This Agreement, and all other agreements and documents forming part of this
agreement are to be taken as mutually explanatory and, unless otherwise expressly
provided elsewhere in this Agreement, the priority of this Agreement and other
documents and agreements forming part hereof shall, in the event of any conflict
between them, be in the following order:

(a) this Agreement; and

(b) all other agreements and documents forming part hereof.

.
1.4.2 Subject to Clause 1.4.1, in case of ambiguities or discrepancies within this
Agreement, the following shall apply:

(a) between two or more Clauses of this Agreement, the provisions of a specific

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 Clause relevant to the issue under consideration shall prevail over those in
other Clauses;

(b) between the Clauses of this Agreement and the Schedules, the Clauses of this
Agreement shall prevail and between Schedules and Annexes, the Schedules
shall prevail;

(c) between the written description on the Drawings and the Specifications and
Standards, the latter shall prevail;

(d) between the dimension scaled from the Drawing and its specific written
dimension, the latter shall prevail; and

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

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 ARTICLE 2

SCOPE OF THE PROJECT

2.1 Scope of the Project

2.1.1 The scope of the Project (the “Scope of the Project”) shall mean and include, during the
Concession Period:

(a) design, develop, finance, construct, commission, operate and maintain a Medical
College with a minimum annual Student intake of 100 Students for Graduate
Course (i.e. MBBS) at the Site;

(b) construction of the Project Facilities in conformity with the Specifications and
Standards and in accordance with the provisions of this Agreement;

(c) financing the cost of construction of the Project Facilities and its operation and
maintenance thereafter;

(d) Operation, maintenance and management of the Project Facilities in conformity

with the Specifications and Standards and in accordance with the provisions of
this Agreement;

(e) Procurement, installation, operation and maintenance of the Equipment installed

in Medical College in conformity with the Specifications and Standards and in
accordance with the provisions of this Agreement;

(f) adhere with the Regulations of Medical Council of India (“MCI Regulations”) for
construction, operation and maintenance of the Project Facilities;

(g) engage, recruit and ensure availability of adequate number of qualified teaching in
the Medical College in compliance with the MCI Regulations;

(h) ensure availability of adequate number and mix of Qualified Medical Teaching
Staff and Resident Doctors and also ensure that such Qualified Medical Teaching
Staff and Resident Doctors renders clinical services at the Hospital including
Training Centres, without any payment / reimbursement of cost by the Authority
or any person in compliance with the MCI Regulations;

(i) Maintain the affiliation of the Medical College with the South Gujarat University,
Surat;

(j) ensure availability of Annual Student Intake Capacity in conformity with the
Specifications and Standards and in accordance with the provisions of this
Agreement;

(k) to adhere to the Student Mix as specified in Article 18;

(l) provide higher medical education course or training (including a postgraduate

course or training) and para-medic courses in the Medical College;
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(m) not assign, transfer or sub-license or create any lien or Encumbrance on this
Agreement, or the Concession hereby granted or on the whole or any part of the
Medical College and Site nor transfer, sub-license or part possession thereof, save
and except as expressly permitted by this Agreement;

(n) not to claim any right or title in the Site other than right to use the Site for
construction and operation of Medical College in terms of this Agreement;

(o) performance and fulfillment 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.

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 ARTICLE 3

GRANT OF CONCESSION
3.1 The Concession

3.1.1 Subject to and in accordance with the provisions of this Agreement the Applicable
Laws, the Applicable Permits and Good Industry Practice, the Authority hereby grants to
the Concessionaire and the Concessionaire hereby accepts the exclusive right, license
and authority to develop, design, engineer, monitor, procure, finance, construct, equip,
operate, maintain and manage the Project at the Site and to ensure availability of
adequate number and mix of Qualified Medical Teaching Staff and Resident Doctors and
also ensure that such Qualified Medical Teaching Staff and Resident Doctors render
clinical services at the Hospital including Training Centres, in compliance with the MCI
Regulations (the “Concession”) and to exercise and/or enjoy the rights, power,
privileges and entitlements as set forth in this Agreement and implement the Project
subject to and in accordance with the terms and conditions set forth herein.

3.1.2 Subject to and in accordance with the provisions of this Agreement, the Concession
hereby granted shall oblige or entitle (as the case may be) the Concessionaire, during the
Concession Period to:

(a) Right of Way, access and license to the Site for the purpose of and to the extent
conferred by the provisions of this Agreement;

(b) plan, design, develop, procure, finance, construct, equip, operate, maintain
and manage the Project Facilities as per the terms and conditions of this
Agreement including Specifications and Standards, Applicable Laws, Applicable
Permits, MCI Regulations, Good Industry Practice, and transfer the same to the
Authority or its nominated agency on the Transfer Date;

(c) perform and fulfill all of the Concessionaire’s obligations in accordance with
this Agreement including Specifications and Standards, Applicable Laws,
Applicable Permits, MCI Regulations, Good Industry Practice;

(d) admit Students in accordance with the Annual Student Intake Capacity in
accordance with the Admission Principle as set forth in Schedule-K hereof;

(e) on and from the Commercial Operation Date and until the Transfer Date, the
Concessionaire shall provide Services and have the right to demand, charge,
collect, retain, appropriate and periodically revise the applicable fee such as
tuition fee, hostel fee and other incidental charges and deposits in accordance with
the provisions of this Agreement;

(f) conduct medical research and obtain all applicable permits and approvals in
this regard;

(g) 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;

(h) 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
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 Medical College nor transfer, sub-license or part possession of the Site thereof,
save and except as expressly permitted by this Agreement or Substitution
Agreement; and

(i) exercise such other rights and obligations as the Authority may determine as
being necessary or desirable for the purpose incidental and necessary for
implementing the Project.

3.1.3 Upon the termination of this Agreement, either due to expiry of the Concession Period or
due to any other reason, the Concessionaire shall comply with obligations provided in
Article 27.

3.2 Concession Period

3.2.1 The Concession hereby granted is for a period of 33 (Thirty three) years from the
Appointed Date (hereinafter referred to as the “Concession Period”).

Provided that, in the event of Termination, the Concession Period shall mean and be
limited to the period commencing from the Appointed Date and ending with the
Termination Date.

If during the period between Appointed Date and Completion Date/ COD, the Authority
takes more time in performing any of its functions or in discharging any of its obligations
under this Agreement than the time permitted for performance of such function and
discharge of such obligation, then the Concession Period shall stand extended equivalent
to each day of delay by the Authority.

3.3 Categories of Student intake (for all Under Graduate (UG) / higher medical
education courses or training (including a postgraduate course or training) /
paramedics courses offered by the Medical College)

3.3.1 It is understood and agreed by the Parties that the primary objective of the Concession
granted herein is to design, finance, construct, operate and maintain the Medical College
with the intention of providing the best medical education facilities to the residents of
Dadra & Nagar Haveli and Daman & Diu. Accordingly, for the purpose of this
Agreement, the reservation of Students seats for each type of the medical education
courses (i.e. all UG / higher medical education courses or training (including a
postgraduate course or training)/ paramedics courses) offered by the Medical College
shall be :

Sr. No Category of Students Reservation of the Seats *

1 Category I - UT %age of seats offered by the Concessionaire
Administration Sponsored as UT Administration Sponsored Students
Students Seats for each type of the medical education
courses offered by the Medical College
2 Category II - General or 75% of seats for each type of the Medical
Open Category Education courses offered by the Medical
College

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 Sr. No Category of Students Reservation of the Seats *

Less : %age of seats offered by the

Concessionaire as UT Administration
Sponsored Students Seats for each type of
the medical education courses offered by the
Medical College
3 Category III - Management 25% of seats (including NRI quota) for each
Seats type of the Medical Education courses
offered by the Medical College.

Notwithstanding anything contained in the

Agreement, in compliance with the
Applicable Laws, 50% of Post Graduate
Seats shall be categorized as Management
Seats.
* Reservation of seats shall be computed for each type of the medical education courses
offered by the Medical College on an annual basis.

3.3.2 It is clarified that the reservation for the UT Administration sponsored students (Category
I Students) shall also be applicable for all higher medical education courses or training
(including a postgraduate course or training)/ paramedics courses / hostel accommodation
offered by the Medical College for UT Administration sponsored students in the same
proportion as specified in Clause 3.3.1 (hereinafter collectively referred to as “UT
Administration Sponsored Students”).

3.3.3 During the Concession Period, the Concessionaire shall specifically reserve UT
Administration Sponsored Students seats as provided above and the Concessionaire will
not be permitted under any circumstances to utilize such reservation for UT
Administration Sponsored Students in favour of any other category of Students (i.e. for
Category II and III students).

3.3.4 Notwithstanding anything contained herein, in case in any of the academic year, the
actual Students referred by the UT Administration / Authority for admissions to the
Medical College are less than the total number of seats reserved for UT Administration
Sponsored Students (Category I) as provided in Clause 3.3.1, in the interest of medical
education for all eligible students, the Authority may at its sole discretion allow the
Concessionaire to fill the differential unfilled seats under Category I from the General or
Open seats quota (i.e. from Category II Students). In such cases, the Concessionaire shall
remit annually 100% Medical College Charges (including deposits, Tuition Fee,
Additional Fee, any other revenue etc.) earned by it during the course period to the
Authority in respect of the differential student seats allowed to be used for Category II
Students (hereinafter referred to as “Additional Revenue Share”).

3.3.5 For this purpose, the annual Additional Revenue Share shall be computed based on the
average Medical College Charges / deposits payable by the Category II Students to the

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 Concessionaire during the current academic year multiplied by the number of seats
(session-wise) offered by the Authority from its Category I quota to the Concessionaire.

3.3.6 The re-allocation of student seats reserved for the UT Administration Sponsored Students
as per Clause 3.3.4 shall be reviewed by the Authority on a yearly basis depending upon
the number of eligible local resident students.

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 ARTICLE 4

CONDITIONS PRECEDENT

4.1 Conditions Precedent

Save and except as expressly provided in this Agreement, the rights and obligations of
the Parties under this Agreement and the grant of Concession shall be subject to the
satisfaction in full of the conditions precedent specified in Clause 4.2 and Clause 4.3 (the
“Conditions Precedent”).

4.2 Conditions Precedent for Concessionaire

4.2.1 The Concessionaire within a period of [120] [(one hundred twenty)] days from the
Effective Date fulfil the following conditions to the satisfaction of the Authority and
deliver to the Authority, appropriate documentary support to confirm that these
conditions have been fulfilled:

(a) provided an evidence to the Authority that the Performance Security as

furnished by the Concessionaire on execution of this Agreement is in full force
and effect. For the avoidance of doubt, it is expressly clarified that should the
Performance Security have been encashed in accordance with Clause 4.5.3, the
Concessionaire shall ensure that the Performance Security has been replenished
and such Performance Security is in full force and effect on the Appointed Date;

(b) deliver to the Authority, a legal opinion from the legal counsel of the
Concessionaire with respect to the authority of the Concessionaire to enter into
this Agreement and the enforceability of the provisions thereof and to confirm
that the obligations of the Concessionaire under this Agreement are not in
contradiction with the provisions of its bye-laws and any other agreement to
which it is party;

(c) furnish the copies (certified as true copies by a member of the governing body of
the Concessionaire) of its bye-laws and the agreement if any between its members
of the Consortium;

(d) furnish all resolutions adopted by the governing body of the Concessionaire
(certified as true copies by a member of the governing body of the
Concessionaire) taking note of the RFP and the Proposal and authorizing the
execution, delivery and performance by the Concessionaire of each of the Project
Agreements;

(e) furnish a certificate of the Statutory Auditors certifying the details of all members
of the Concessionaire;

(f) furnish atleast 5 (five) copies of its Financial Package, Financing Agreements and
the Financial Model for the Project and demonstrate Financial Close. Provided
Financial Close shall be deemed to be achieved if the only condition pending for
achievement of Financial Close are those which are required to be fulfilled by the
Authority under Clause 5.2.2 hereunder;

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 (g) prepare, finalize and submit atleast 5 (five) copies of its Detailed Project Report
including the design, Project Completion Schedule and the Construction Quality
Plan and receive approval on the same from the Independent Engineer /
Authority;

(h) procured all the Applicable Permits as may be required for development of the
Medical College unconditionally or if subject to conditions then all such
conditions shall have been satisfied in full and such Applicable Permits are in full
force and effect;

(i) procure and furnish the following confirmations, in original, from the Selected
Bidder/ members of Consortium:

(i) it / they shall at all times comply with the provisions of Clause 5.3 in respect
of their shareholding in the Concessionaire;

(ii) it / they has / have the financial standing and resources to fund / raise
finances for undertaking and implementing the Project in accordance with
this Agreement;

(iii) the Selected Bidder / each of the member of the Consortium is duly
organized and validly existing under the laws of the jurisdiction of its
incorporation, and has requested the Authority to enter into this Agreement
with the Concessionaire and has agreed to and unconditionally accepted the
terms and conditions set forth in this Agreement;

4.2.2 Upon written request of the Concessionaire, the Authority may, in its discretion, waive
any of the Conditions Precedent set forth in this Article fully or partially and/or grant
additional time for fulfilment of any or all of the Conditions Precedent set forth in Clause
4.2.1 and the Concessionaire shall be bound to ensure compliance within such additional
time as may be specified by the Authority

4.3 Conditions Precedent for the Authority

4.3.1 The Conditions Precedent required to be satisfied by the Authority within a period of
thirty (30) days or any extended time mutually agreed with the Concessionaire from the
date of fulfillment of the conditions precedent by the Concessionaire as stipulated in
Clause 4.2.1 to the satisfaction of the Authority, shall be deemed to have been fulfilled
when the Authority:

(a) provided to the Concessionaire the Right of Way to the Site in accordance with
the provisions of Clause 10.3.1;

(b) Establish a Steering Coordination Committee to monitor the progress of the

Project; and

(c) Appoint an Independent Engineer in accordance with the terms of this Agreement

4.4 Other Aspects

(a) Each Party shall make all reasonable endeavours to satisfy the Conditions
18 | P a g e
 Precedent within the time stipulated and shall provide the other Party with such
reasonable cooperation as may be required to assist that Party in satisfying the
Conditions Precedent for which that Party is responsible.

(b) The Parties shall notify each other in writing at least once a month on the
progress made in satisfying the Conditions Precedent. Each Party shall promptly
inform the other Party when any Condition Precedent for which it is responsible
has been satisfied.

(c) Upon satisfaction in full of all Conditions Precedent to be satisfied by a Party, the
other Party shall forthwith issue to such Party, a certificate setting out the
compliances of all Conditions Precedent required to be satisfied by such Party
(the “Certificate of Compliance”).

4.5 Consequences of Non-fulfillment of Conditions Precedent

4.5.1 The Concessionaire hereby agrees and undertakes that it shall procure fulfillment of all
Conditions Precedent set out in Clause 4.2.1 within 120 (one hundred and twenty) days
from the date of this Agreement. In the event that (i) the Concessionaire does not procure
fulfillment of any or all of the Conditions Precedent set forth in Clause 4.2.1, for any
reason whatsoever, within 120 (one hundred and twenty) days from the date of this
Agreement, and (ii) the delay has not occurred as a result of breach of this Agreement by
the Authority or due to Force Majeure, the Concessionaire shall be entitled to a further
period not exceeding 90 (ninety) days, subject to payment of Damages to the Authority in
a sum calculated at the rate of 0.1% (zero point one per cent) of the Performance Security
for each day of delay until the fulfillment of such Conditions Precedent; provided that the
Damages specified herein shall be payable every week in advance and the period beyond
the said 120 (one hundred and twenty) days shall be granted only to the extent of
Damages so paid; provided further that no Damages shall be payable if such delay in
fulfillment of Conditions Precedent has occurred solely as a result of any default or delay
by the Authority in procuring fulfillment of Conditions Precedent specified in Clause
4.2.1 or due to Force Majeure.

4.5.2 Notwithstanding anything to the contrary contained in this Agreement but subject to
Clause 29.6.1, in the event that Conditions Precedent are not fulfilled, for any reason
whatsoever, within the period set forth in this Clause 4.5.1, all rights, privileges, claims
and entitlements of the Concessionaire under or arising out of this Agreement shall be
deemed to have been waived by, and to have ceased with the concurrence of the
Concessionaire, and the Agreement shall be deemed to have been terminated by mutual
agreement of the Parties.

4.5.3 Upon Termination under Clause 4.5.2, the Authority shall be entitled to encash the
Performance Security and appropriate the proceeds thereof as Damages; provided,
however, if fulfillment of Conditions Precedent set forth in Clause 4.2.1 has not been
fulfilled by the Concessionaire within the period specified in respect thereof, solely as a
result of the Authority being in default of any of its obligations under Clause 4.3.1, the
Authority shall, upon Termination, return the Performance Security to the
Concessionaire.

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 ARTICLE 5

OBLIGATIONS OF THE CONCESSIONAIRE

5.1 Obligations of the Concessionaire

5.1.1 Scope of Services

Subject to and on the terms and conditions of this Agreement, the Concessionaire shall at
its own cost and expense, procure, finance for and undertake the, development, design,
procurement, construction, operation and maintenance of the Medical College; provide
medical education and training to the Students; and provide Qualified Medical Teaching
Staff and Resident Doctors for running of the Hospital including Training Centres and
observe, fulfil, comply with and perform all its obligations set out in this Agreement or
arising hereunder.

5.1.2 Standards for Performance of Services

(a) The Concessionaire shall discharge its obligations:

(i) in compliance with all Applicable Laws and Applicable Permits

(including renewals as required) in the performance of its obligations under
this Agreement;

(ii) in accordance with the Specifications and Standards outlined in the

Schedules; and

(iii) in a good and workmanlike manner in accordance with the MCI

Regulations, Good Industry Practice,; and

(b) The Concessionaire shall ensure compliance with the design, construction,
service specification and any other specifications in conformity with the
Specifications and Standards as set out in the Schedule-D hereto.

5.1.3 Monitoring and Maintenance

(a) The Concessionaire shall at any time during the Concession Period allow access
to the Steering Coordination Committee or any person authorized by the Steering
Coordination Committee to inspect the Medical College ;

(b) The Concessionaire shall maintain appropriate records, documents, data etc.
including necessary periodic reports evaluating adherence to Specifications and
Standards, as outlined in the Schedules to this Agreement and shall submit it to
the Steering Coordination Committee/Independent Engineer as and when asked
for; and

(c) The Concessionaire shall provide access to the Project Facilities and the
project records to the Independent Engineer, representative(s) of the Authority
and experts appointed by the Authority.

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5.1.4 Accreditation, Affiliation and Recognition Requirements

(a) The Concessionaire shall facilitate the Authority in making application and
obtaining recognition of the Medical Council of India (the “MCI”) and/or such
other relevant statutory bodies for establishment and operation of the Medical
College and other allied medical facilities, prior to the Commercial Operation
Date, and shall maintain and also facilitate the Authority in maintaining such
recognition obtained, throughout the Concession Period.

(b) The Concessionaire shall also facilitate the Authority in periodic inspections /
review of the Hospital and / or Medical College by MCI.

(c) The Concessionaire shall reimburse application / inspection fee / any other fee /
any other expenses paid / incurred by the Authority for obtaining / maintaining
recognition from MCI and/or such other relevant statutory bodies for
establishment and operation of the Medical College and other allied medical
facilities

(d) The Concessionaire shall submit all deposit / bank guarantees on behalf of the
Authority to MCI and/or such other relevant statutory bodies required for making
application, obtaining and maintaining recognition for establishment and
operation of the Medical College and other allied medical facilities.

(e) The Concessionaire shall maintain the affiliation of the Medical College with the
South Gujarat University for establishment and operation of the Medical College,
prior to the date of making application to MCI for establishment and operation of
the Medical College and other allied medical facilities. The Concessionaire shall
also maintain such affiliation obtained from South Gujarat University, throughout
the Concession Period.

5.1.5 Adequate trained and competent staff

5.1.5.1 The Concessionaire shall be obliged to employ and engage appropriate mix and number
of qualified professors, Qualified Medical Teaching Staff, Resident Doctors and other
personnel in accordance with Good Medical Education Practice, MCI guidelines
/regulations/ norms and Good Industry Practice to ensure that all Medical Education
Services and Health Care Services are provided in accordance with this Agreement.

5.1.5.2 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.

5.1.5.3 The staffing level should be sufficient to operate and manage the Medical College and
providing clinical services at the Hospital and should be in accordance with the Scope of
the Project as provided by the Concessionaire. Staffing norm as per the MCI guidelines
/regulations/ norms should be complied by the Concessionaire. The staffing norms will
be reviewed by the Authority / Steering Coordination Committee in consultation with the
Concessionaire on a periodic basis and mutually agree for any change to be made in the
same.

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5.1.5.4 The Concessionaire shall use its best endeavours to ensure that a sufficient reserve of
Qualified Medical Teaching Staff and Resident Doctors are to provide the Health Care
Services in accordance with this Agreement during holidays or staff absenteeism and
anticipated and actual peaks in demand for each of the Services.

5.1.5.5 The Concessionaire shall ensure that the senior management, Qualified Medical Teaching
Staff, Resident Doctors and other staff has the requisite qualification, training, experience
and competence and are periodically trained and kept abreast of all developments and
research in the respect field of expertise.

5.1.5.6 The profile of the staff deployed shall be in conformance with the MCI guidelines
/regulations/ norm. However notwithstanding to this, it will be Concessionaire’s
obligation to ensure that the profile of the personnel is adequate at all times to ensure the
provision of the Medical Education Services and Health Care Services. The Authority
and Concessionaire also acknowledges that over a period staff profile may need to change
to reflect changing operational requirements and Service needs. The staffing profile both
at the Hospital and Medical College will be reviewed by the Authority / Steering
Coordination Committee in consultation with the Concessionaire on a periodic basis and
mutually agree for any change to be made in the same.

5.1.5.7 The Concessionaire shall submit to the Authority, the monthly duty roster of Qualified
Medical Teaching Staff and Resident Doctors for providing Health Care Services at the
Hospital including Training Centres, atleast one week prior to the following calendar
month.

5.1.6 Professional Qualifications, Registrations and Compliances

5.1.6.1 The Concessionaire shall carry out credentialing and privileging of all Qualified Medical
Teaching Staff and Resident Doctors. The Concessionaire shall submit the credentialing
and privileging reports to the Authority on a quarterly basis.

5.1.6.2 The Concessionaire shall ensure that the professional licenses required for the Qualified
Medical Teaching Staff and Resident Doctors are valid and operational at all times.

5.1.6.3 During the Concession Period, the Authority may recommend to the Concessionaire that
a particular personnel may be removed due to lack of requisite qualification, training,
competence, experience or has consistently demonstrated lack of knowledge, skill,
competence or capability in providing the required Services.

5.1.7 Recruitment of Staff

5.1.7.1 The Concessionaire shall at its own costs, expenses and consequences for:

(a) Selection, recruitment, induction, training and assignment of duties of all staff
(including Qualified Medical Teaching Staff and Resident Doctors) at Medical
College.

(b) Fixation of emoluments of all staff at Medical College including fringe benefits
and welfare schemes.

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 (c) Formulation and administration of policies/ terms of employment of staff at
Medical College.

5.1.7.2 The Concessionaire shall adhere to best practice standards and MCI Regulations in
relation to the recruitment of staff and will keep appropriate records of all applications,
selection processes and references.

5.1.7.3 The terms of employment shall be as deemed fit by the Concessionaire and the
Concessionaire shall comply with all Applicable Laws and bear all costs in this regard.
Without prejudice to the generality of this provision, all requisite approvals for
employment of personnel of foreign origin or nationality having a foreign degree shall be
obtained by the Concessionaire prior to engaging such personnel.

5.1.8 Staff Performance

5.1.8.1 The Concessionaire shall record and regularly monitor the performance of its staff to
ensure they comply with:

(a) the terms and conditions of this Agreement;

(b) the professional standards current in the medical education as well as health care
sector; and

(c) the standards of performance expected of them

and shall take remedial action promptly where there is any non-compliance.

5.1.9 Provision of Training

5.1.9.1 The Concessionaire shall ensure that all staff involved in the provision of Services
receives proper and sufficient training and instruction in accordance with Good Medical
Education Practice and Good Industry Practice and the standards of their relevant
professional body, if any, in the execution of their duties.

5.1.9.2 The Concessionaire shall ensure that all staff is informed and aware of the standards of
performance they are required to provide and are able to meet that standard.

5.1.9.3 The Concessionaire shall at its own cost ensure that each of its staff members involved
with the provision of the Services:

(a) receives proper and sufficient training and instruction in accordance with the
standards of their relevant professional body, if any, in the execution of their
duties;

(b) receives full and detailed appraisal in terms of performance and on-going
education and training in accordance with the standards of their relevant
professional body if any; and

(c) are made aware of and have access to processes or systems which enable them to
raise, in confidence and without prejudice to their position in the organisation,
concerns over any aspect of service delivery, treatment or management that they
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 consider to have a detrimental effect on patients care or the delivery of Health
Care Services.

5.1.10 Responsibility of Employees

5.1.10.1 Upon expiration of the Concession Period, the Concessionaire shall continue to be
responsible and liable for all staff employed by the Concessionaire and under no
circumstances shall the Authority and /or UT Administration be expected to take on the
liability of such staff. It is clarified that on the Transfer Date, no staff shall be transferable
to the Authority and /or UT Administration.

5.1.11 Compliance with Applicable Laws

The Concessionaire shall at all times in addition to and not in derogation of its
obligations set out in this Agreement, observe and comply with the following:

(a) make, or cause to be made, necessary applications to the relevant Government

Instrumentalities with such particulars and details, as may be required for
obtaining all Applicable Permits except application for recognition of Medical
College by MCI and obtain and keep in force and effect such Applicable Permits
in conformity with the Applicable Laws;

(b) ensure and procure that its Contractors comply with all Applicable Permits and
Applicable Laws in the performance by them of any of the Concessionaire’s
obligations under this Agreement;

(c) all Applicable Laws, rules and regulations framed thereunder, including those
relating to the concerned pollution control board norms for medical colleges;

(d) the health and safety norms as may be applicable; and

(e) all or any other requirements whatsoever that may be incidental to or otherwise
related with the Project.

5.1.12 Maintenance of Records

(a) The Concessionaire shall keep and maintain accurate accounts and records
(including records of all payments, receipts, financial and other information),
database and reports as are required to be maintained under law and as specified
under this Agreement and shall submit or cause to be submitted to appropriate
authorities, as required from time to time by the competent authority.

(b) The Concessionaire shall be responsible to create and maintain the database and
records of all parameters for review and monitoring of the Service provisions and
Concessionaire obligations as per the Agreement.

(c) The Concessionaire shall build and maintain all financial, administrative, staff,
Students and legal records in a comprehensive and planned manner. The records
to be kept shall include but not limited to:

i) Details of number of visits made by their Qualified Medical Teaching Staff

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 and Resident Doctors at the Hospital including Training Centres, for treatment
of Patients and the patients served at the OPD and IPD, surgeries / test carried
out by them at the Hospital;

ii) Adequate records of Students in accordance with the MCI Regulations and
Applicable Laws including the record of any deposits received, Medical
College Charges levied / received by the Concessionaire.

iii) Submission made to accreditation bodies / MCI / other competent authorities

in respect of maintenance or renewal of accreditation / affiliations

iv) Copies of all periodic reports prepared as per the provisions of this Agreement

v) Statutory licences, approvals and permits

vi) Books of account, accounting records and supportings

vii) Any other records, as the Authority may intimate on time to time basis

(d) The above records should be kept in order and in such form as to be capable of
audit by the Authority or its representative. The above records shall be available
for inspection by or on behalf of the Authority at all reasonable times.

(e) The above records shall be maintained for a minimum period as required by law /
regulations /guidelines of the Authority, subject to a minimum period of 3 years.

(f) All the above records shall be maintained in an appropriate secure location.

(g) The Concessionaire shall maintain records and submit periodic reports to the
Authority for evaluating adherence to Specifications and Standards outlined in
Schedules to this Agreement.

(h) At the end of the Concession Period or on Termination, the Concessionaire shall,
at its own cost, deliver up to the Authority, in the manner and at such location as
the Authority shall reasonably specify, all records which were in existence at the
end of the Concession Period (or, where those records are required by statute to
remain with the Concessionaire, copies thereof) or such part of such records as the
Authority may by notice to the Concessionaire specify. The Authority shall
subsequently make available to the Concessionaire the records which the
Concessionaire had delivered to the Authority pursuant to this Article, subject to
reasonable notice.

5.1.13 Contractors

5.1.13.1 The Concessionaire shall ensure that compliance of all Standards and Specifications by
all its Contractors.

5.1.13.2 Notwithstanding anything to the contrary contained in this Agreement, the

Concessionaire agrees and acknowledges that selection or replacement of any Contractor
and execution of any contract shall be subject to the prior approval of the Authority from
national security and public interest perspective, the decision of the Authority in this
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 behalf being final, conclusive and binding on the Concessionaire, and undertakes that it
shall not give effect to any such selection or contract without prior approval of the
Authority. It is also agreed that the Authority shall not be liable in any manner on account
of grant or otherwise of such approval and that such approval or denial thereof shall not
in any manner absolve the Concessionaire or its Contractors from any liability or
obligation under this Agreement.

5.1.14 Access for Inspection

5.1.14.1 The Concessionaire shall be obliged to extend all co-operation to the Authority’s
representatives and /or members of the Steering Coordination Committee or their
representatives for inspection, review and verification of the provisioning of the Services,
records and books of account, and the determination of operation, maintenance and
management of Medical College being in compliance with the provisions of this
Agreement.

5.2 Obligations relating to Project Agreements

5.2.1 It is expressly agreed that the Concessionaire shall, at all times, be responsible and liable
for all its obligations under this Agreement notwithstanding anything contained in the
Project Agreements or any other agreement, and no default under any Project Agreement
or agreement shall excuse the Concessionaire from its obligations or liability hereunder.

5.2.2 The Concessionaire shall submit to the Authority, the drafts of all Project Agreements or
any amendments or replacements thereto for its review and comments, and the Authority
shall have the right but not the obligation to undertake such review and provide its
comments, if any, to the Concessionaire within 15 (fifteen) days of the receipt of such
drafts. The Concessionaire shall, within 7 (seven) days of receipt of comments by the
Authority, make amendments to the Project Agreements and resubmit the same to the
Authority for its review and comments. Within 7 (seven) days of execution of any Project
Agreement or amendment thereto, the Concessionaire shall submit to the Authority a true
copy thereof, duly attested by a Director of the Concessionaire, for its record. For the
avoidance of doubt, it is agreed that the review and comments hereunder shall be limited
to ensuring compliance with the terms of this Agreement. It is further agreed that no
review and/or observation of the Authority and/or its failure to review and/or convey its
observations on any document shall relieve the Concessionaire of its obligations and
liabilities under this Agreement in any manner nor shall the Authority be liable for the
same in any manner whatsoever.

5.2.3 The Concessionaire shall not make any replacement or amendments to any of the
Financing Agreements without the prior written consent of the Authority if such
replacement or amendment has, or may have, the effect of imposing or increasing any
financial liability or obligation on the Authority. For the avoidance of doubt, the
Authority acknowledges and agrees that it shall not unreasonably withhold its consent for
restructuring or rescheduling of the Debt Due.

5.2.4 The Concessionaire shall procure that each of the Project Agreements contains provisions
that entitle the Authority to step into such agreement, in its sole discretion, in substitution
of the Concessionaire in the event of Termination or Suspension.

26 | P a g e
5.3 Obligations relating to Change in Ownership

5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with
the prior approval of the Authority.

5.3.2 Notwithstanding anything to the contrary contained in this Agreement, the

Concessionaire agrees and acknowledges that:

(a) all acquisitions of Equity by an acquirer, either by himself or with any person
acting in concert, directly or indirectly, including by transfer of the direct or
indirect legal or beneficial ownership or control of any Equity, in aggregate of
not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or
acquisition of any control directly or indirectly of the Board of Directors of the
Concessionaire by any person either by himself or together with any person or
persons acting in concert with him; shall be subject to prior approval of the
Authority from national security and public interest perspective, the decision of
the Authority in this behalf being final, conclusive and binding on the
Concessionaire, and undertakes that it shall not give effect to any such acquisition
of Equity or control of the Board of Directors of the Concessionaire without such
prior approval of the Authority. For the avoidance of doubt, it is expressly agreed
that approval of the Authority hereunder shall be limited to national security and
public interest perspective, and the Authority shall endeavour to convey its
decision thereon expeditiously. It is also agreed that the Authority shall not be
liable in any manner on account of grant or otherwise of such approval and that
such approval or denial thereof shall not in any manner absolve the
Concessionaire from any liability or obligation under this Agreement.

For the purposes of this Clause 5.3.2:

(i) the expression “acquirer”, “control” and “person acting in concert” shall
have the meaning ascribed thereto in the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeover) Regulations, 2011 or any
statutory re-enactment thereof as in force as on the date of acquisition of Equity,
or the control of the Board of Directors, as the case may be, of the
Concessionaire;

(ii) the indirect transfer or control of legal or beneficial ownership of Equity shall
mean transfer of the direct or indirect beneficial ownership or control of any
company or companies whether in India or abroad which results in the acquirer
acquiring control over the shares or voting rights of shares of the Concessionaire;
and

(iii) power to appoint, whether by contract or by virtue of control or acquisition of

shares of any company holding directly or through one or more companies
(whether situate in India or abroad) the Equity of the Concessionaire, not less than
half of the directors on the Board of Directors of the Concessionaire or of any
company, directly or indirectly whether situate in India or abroad, having ultimate
control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire
shall constitute acquisition of control, directly or indirectly, of the Board of
Directors of the Concessionaire.

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5.4 Employment of foreign nationals

The Concessionaire acknowledges, agrees and undertakes that employment of foreign

personnel by the Concessionaire and/or its Contractors and their sub-contractors shall be
subject to grant of requisite regulatory permits and approvals including
employment/residential visas and work permits, if any required, and the obligation to
apply for and obtain the same shall and will always be of the Concessionaire and,
notwithstanding anything to the contrary contained in this Agreement, refusal of or
inability to obtain any such permits and approvals by the Concessionaire or any of its
Contractors or sub-contractors shall not constitute Force Majeure Event, and shall not in
any manner excuse the Concessionaire from the performance and discharge of its
obligations and liabilities under this Agreement.

5.5 Accidents

5.5.1 In the event of an accident on the Site, the Concessionaire shall, by most expeditious
means, inform the concerned civil and police authorities and also the Authority. The
Concessionaire’s responsibilities with regard to the construction and operation of the
Project shall in no way be diminished by informing the above officials, and the
Concessionaire shall be required to take expeditious action for the medical and legal
aspects notwithstanding any delay on the part of the officials to give any instructions. The
Concessionaire shall preserve the Site of such accident intact until the completion of all
legal formalities. The Concessionaire shall then arrange for the expeditious removal of
wreckage or debris, and for cleaning the Site. If any portion of the Project Facilities
suffers any damage, the Concessionaire shall, with the consent of the Authority, arrange
for the repair and rectification thereof within a reasonable time as may be agreed by the
Parties.

5.5.2 The Concessionaire shall, in event of any accident, incur any expenditure or take any
other action as necessary, in accordance with Good Industry Practice. Except when the
cause of the accident is attributed to any act or negligence of the Authority, any
expenditure in connection with an accident shall be compensated to the Concessionaire
after consultation with the Independent Engineer.

5.5.3 Any communication to the news media made by the Concessionaire shall provide only
enough information to satisfy public concern and the Concessionaire shall neither make
any admissions nor accept any liability in any such communications.

5.6 Medico-Legal Cases

In the event of Medico-Legal Cases, the Concessionaire shall cause its Qualified Medical
Teaching Staff and Resident Doctors deployed at Hospital including Training Centres, to
prepare and sign a report for which they / Concessionaire be responsible. Any judicial
obligation to participate in legal proceedings as a witness or expert relating to a Medico-
Legal Cases shall consequently be the responsibility of Concessionaire, except where
expressly required otherwise by a court.

5.7 Intellectual Property Permits

The Concessionaire shall ensure that if any designated devices, materials or any process
28 | P a g e
 are covered by Intellectual Property Rights, the right for such use shall be secured by the
Concessionaire by suitable legal arrangements and agreements with the Intellectual
Property Rights owner or person empowered to assign the Intellectual Property Rights. A
copy of the agreement shall be filed with the Authority.

5.8 Sole purpose of the Concessionaire

The Concessionaire having been set up for the sole purpose of exercising the rights and
observing and performing its obligations and liabilities under this Agreement the
Concessionaire or any of its subsidiaries shall not, except with the previous written
consent of the Authority, be or become directly or indirectly engaged, concerned or
interested in any business other than as envisaged herein.

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 ARTICLE 6

OBLIGATIONS OF THE AUTHORITY

6.1 Obligations of the Authority

6.1.1 The Authority shall, at its own cost and expense undertake, comply with and perform all
its obligations set out in this Agreement or arising hereunder. The Authority agrees to
provide support to the Concessionaire and undertakes to observe, comply with and
perform, subject to and in accordance with the provisions of this Agreement and the
Applicable Laws, the following:

(a) subject to the Concessionaire complying with Applicable Laws, shall apply to
MCI for recognition and its renewal of Medical College as and when required for
implementation and operation of the Project;

(b) at all times during the concession period, the Authority shall run and maintain the
Hospital as per the MCI Regulations and shall borne all capital & operational
expenses incurred for running and management of the Hospital except payroll
and other incidental expenses incurred on Qualified Medical Teaching Staff,
Resident Doctors and Students studying in Medical College;

(c) provide and grant the Concessionaire, the right to exclusive use of the clinical
material at the Hospital for medical education purposes and also allow Qualified
Medical Teaching Staff and Resident Doctors to practice medical services at the
Hospital including Training Centres;

(d) shall upgrade and maintain the Hospital infrastructure in consonance with the
MCI Regulations;

(e) shall take all reasonable efforts to maintain the harmony between the Hospital
staff and the staff of Medical College;

(f) shall at all times during the Concession Period allow Qualified Medical Teaching
Staff and Resident Doctors of the Medical College to use the medical facilities
for treatment of the Patients in the Hospital including Training Centres and for
training of the Students;

(g) shall endevour to maintain at all times during the Concession Period, the
minimum occupancy level of the Hospital in accordance with the MCI
Regulations;

(h) shall in consultation of the Concessionaire, recruit and appoint Dean for the
Medical College and Hospital;

(i) 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 Instrumentality for implementation and operation of the Project;

(j) upon written request from the Concessionaire, use its best efforts to assist the
30 | P a g e
 Concessionaire in obtaining access to all necessary infrastructure facilities and
utilities, including water and electricity at rates and on terms no less favourable to
the Concessionaire than those generally available to commercial customers
receiving substantially equivalent services;

(k) provide complete access to the Site free of encumbrance;

(l) 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; and

(m) support, cooperate with and facilitate the Concessionaire in the implementation
and operation of the Project in accordance with the provisions of this Agreement.

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 ARTICLE 7

REPRESENTATIONS AND WARRANTIES

7.1 Representations and Warranties of the Concessionaire

7.1.1 The Concessionaire represents and warrants to the Authority that:

(a) it is duly organised and validly existing under the laws of India, and has full
power and authority to execute and perform its obligations under this Agreement
and to carry out the transactions contemplated hereby;

(b) it has taken all necessary corporate and other actions under Applicable Laws
to authorise the execution and delivery of this Agreement and to validly exercise
its rights and perform its obligations under this Agreement;

(c) it has the financial standing and capacity to undertake the Project in
accordance with the terms of this Agreement;

(d) this Agreement constitutes its legal, valid and binding obligation, enforceable
against it in accordance with the terms hereof, and its obligations under this
Agreement will be legally valid, binding and enforceable obligations against it in
accordance with the terms hereof;

(e) it is subject to the laws of India, and hereby expressly and irrevocably waives
any immunity in any jurisdiction in respect of this Agreement or matters arising
thereunder including any obligation, liability or responsibility hereunder;

(f) the information furnished in the Bid and as updated on or before the date of
this Agreement is true and accurate in all respects as on the date of this
Agreement;

(g) 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 its Memorandum and Articles of Association or
its Bye-laws or any Applicable Laws or any covenant, contract, agreement,
arrangement, understanding, decree or order to which it is a party or by which it
or any of its properties or assets is bound or affected;

(h) there are no actions, suits, proceedings, or investigations pending or, to its
knowledge, threatened against it at law or in equity before any court or before any
other judicial, quasi-judicial or other authority, the outcome of which may result
in the breach of this Agreement or which individually or in the aggregate may
result in any material impairment of its ability to perform any of its obligations
under this Agreement;

(i) it has no knowledge of any violation or default with respect to any order, writ,
injunction or decree of any court or any legally binding order of any Government
Instrumentality which may result in any Material Adverse Effect on its ability to
perform its obligations under this Agreement and no fact or circumstance exists
which may give rise to such proceedings that would adversely affect the
32 | P a g e
 performance of its obligations under this Agreement;

(j) it has complied with Applicable Laws in all material respects and has not been
subject to any fines, penalties, injunctive relief or any other civil or criminal
liabilities which in the aggregate have or may have a Material Adverse Effect on
its ability to perform its obligations under this Agreement;

(k) its shareholding / capital structure is in compliance with the provisions of this
Agreement particularly as provided in Clause 5.3 hereof and it shall at no time
undertake or permit any change in Management Control except in accordance
with the provisions of Clause 5.3;

(l) {the Selected Bidder/ Consortium Members and its/their} Associates have the
financial standing and resources to fund the required equity / corpus and to raise
the debt necessary to undertake and implement the Project in accordance with this
Agreement;

(m) {the Selected Bidder / each Consortium Member} is duly organised and validly
existing under the laws of the jurisdiction of its incorporation, and has requested
the Authority to enter into this Agreement with the Concessionaire pursuant to the
Letter of Acceptance, and has agreed to and unconditionally accepted the terms
and conditions set forth in this Agreement;

(n) all its rights and interests in the Project shall pass to and vest in the Authority on
the Transfer Date free and clear of all liens, claims and Encumbrances, without
any further act or deed on its part or that of the Authority, and that none of the
Project Assets shall be acquired by it, subject to any agreement under which a
security interest or other lien or Encumbrance is retained by any person, save and
except as expressly provided in this Agreement;

(o) no representation or warranty by it contained herein or in any other document

furnished by it to the Authority or to any Government Instrumentality in relation
to Applicable Permits contains or will contain any untrue or misleading statement
of material fact or omits or will omit to state a material fact necessary to make
such representation or warranty not misleading; and

(p) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to
any person by way of fees, commission or otherwise for securing the Concession
or entering into this Agreement or for influencing or attempting to influence any
officer or employee of the Authority in connection therewith.

7.2 Representations and Warranties of the Authority

7.2.1 The Authority represents and warrants to the Concessionaire that:

(a) it has full power and authority to execute, deliver and perform its obligations
under this Agreement and to carry out the transactions contemplated herein and
that it has taken all actions necessary to execute this Agreement, exercise its rights
and perform its obligations, under this Agreement;

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 (b) it has taken all necessary actions under the Applicable Laws to authorise the
execution, delivery and performance of this Agreement;

(c) it has the financial standing and capacity to perform its obligations under the
Agreement;

(d) this Agreement constitutes a legal, valid and binding obligation enforceable
against it in accordance with the terms hereof;

(e) there are no actions, suits or proceedings pending or, to its knowledge, threatened
against it at law or in equity before any court or before any other judicial, quasi-
judicial or other authority, the outcome of which may result in the default or
breach of this Agreement or which individually or in the aggregate may result in
any material impairment of its ability to perform its obligations under this
Agreement;

(f) it has no knowledge of any violation or default with respect to any order, writ,
injunction or any decree of any court or any legally binding order of any
Government Instrumentality which may result in any Material Adverse Effect on
the Authority ability to perform its obligations under this Agreement;

(g) it has complied with Applicable Laws in all material respects;

(h) all information provided by it in the Tender Notice and invitation to bid in
connection with the Project is, to the best of its knowledge and belief, true and
accurate in all material respects;

(i) it has the right, power and authority to manage and operate the Project up to the
Appointed Date ;

(j) it has good and valid right to the Site, and has power and authority to grant lease
in respect thereto to the Concessionaire; and

(k) upon the Concessionaire performing the covenants herein, it 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 in accordance with this
Agreement.

7.3 Di sc l osure

In the event that any occurrence or circumstance comes to the attention of either Party
that renders any of its aforesaid representations or warranties untrue or incorrect, such
Party shall immediately notify the other Party of the same. Such notification shall not
have the effect of remedying any breach of the representation or warranty that has been
found to be untrue or incorrect nor shall it adversely affect or waive any obligation of
either Party under this Agreement.

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 ARTICLE 8

DISCLAIMER

8.1 Disclaimer

8.1.1 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 Tender Notice, Request for Proposal, Scope of the Project,
Specifications and Standards, Site, local conditions, physical qualities of ground, subsoil
and geology, and all information provided by the Authority or obtained procured or
gathered otherwise, and has determined to its satisfaction the accuracy or otherwise
thereof and the nature and extent of difficulties, risks and hazards as are likely to arise or
may be faced by it in the course of performance of its obligations hereunder. Save as
provided in Clause 7.2, the Authority makes no representations whatsoever, express,
implicit or otherwise, regarding the accuracy and/or completeness of the information
provided by it and the Concessionaire confirms that it shall have no claim whatsoever
against the Authority in this regard.

8.1.2 The Concessionaire acknowledges and hereby accepts the risk of inadequacy, mistake or
error in or relating to any of the matters set forth in Clause 8.1.1 above and hereby
acknowledges and agrees that the Authority shall not be liable for the same in any manner
whatsoever to the Concessionaire.

8.1.3 Except as specifically set out in this Agreement, all risk relating to the Project shall be
borne by the Concessionaire and the Authority shall not be liable in any manner for such
risks or consequences thereof.

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 ARTICLE 9

PERFORMANCE SECURITY

9.1 Construction Performance Security

The Concessionaire shall have, for the performance of its obligations hereunder during
the Concession Period, provided to the Authority on the date of signing of this
Agreement, an irrevocable and unconditional guarantee from a Bank for a sum equivalent
to Rs. 7,00,00,000/- (Rupees Seven Crores only) in the form set forth in Schedule-F (the
“Construction Performance Security”). Until such time, the Construction Performance
Security is provided by the Concessionaire pursuant hereto and the same comes into
effect, the Bid Security shall remain in force and effect, and upon such provision of the
Construction Performance Security pursuant hereto, the Authority shall release the Bid
Security to the Concessionaire.

9.2 Operation Performance Security

The Concessionaire shall, for the performance of its obligations hereunder during the
Operation Period, provide to the Authority no later than 30 (thirty) days from the date of
issue of Completion Certificate by Independent Engineer, an irrevocable and
unconditional guarantee from a Bank for a sum equivalent to [Rs. [●] (Rupees [●])]1 in
the form set forth in Schedule-F (the “Operation Performance Security”). Until such
time the Operation Performance Security is provided by the Concessionaire pursuant
hereto and the same comes into effect, the Construction Performance Security shall
remain in force and effect, and upon such provision of the Operation Performance
Security pursuant hereto, the Authority shall release the Construction Performance
Security to the Concessionaire.

9.4 Renewal of Performance Security

The Performance Security shall be valid for a period of 36 (Thirty Six) months, however
the Concessionaire shall be obligated to keep the performance security valid throughout
the Concession period through renewal, reinstatement, furnishing the new Performance
Security of equivalent amount or otherwise. The Concessionaire shall get the
Performance Security renewed atleast 90 days prior to the end of every three (3) year till
the end of the Concession Period. To remove any doubt, the Performance Security shall
be renewed 90 days prior to the expiry date of the bank guarantee and shall be renewed
for a period of at least three (3) years and so forth for the entire Concession Period. All
charges, fees, costs and expenses related to the bank guarantee shall be borne and paid by
the Concessionaire.

9.3 Appropriation of Performance Security

Upon occurrence of a Concessionaire Default, the Authority shall, without prejudice to its
other rights and remedies hereunder or in law, be entitled to encash and appropriate the
relevant amounts from the relevant Performance Security as Damages for such
Concessionaire Default. Upon such encashment and appropriation from the relevant
1
To be calculated @ 3 months’ salary bill of Qualified Medical Teaching Staff and Resident Doctors of
immediately preceding year

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 Performance Security, the Concessionaire shall, within 30 (thirty) days thereof, replenish,
in case of partial appropriation, to its original level the such Performance Security, and in
case of appropriation of the entire Performance Security provide a fresh Performance
Security, as the case may be, and the Concessionaire shall, within the time so granted,
replenish or furnish fresh Performance Security as aforesaid failing which the Authority
shall be entitled to terminate this Agreement in accordance with Article 26. Upon
replenishment or furnishing of a fresh Performance Security, as the case may be, as
aforesaid, the Concessionaire shall be entitled to an additional Cure Period of 30 (thirty)
days for remedying the Concessionaire Default; and in the event of the Concessionaire
not curing its default within such Cure Period, the Authority shall be entitled to encash
and appropriate such Performance Security as Damages, and to terminate this Agreement
in accordance with Article 26.

9.4 Release of Performance Security

(a) The Construction Performance Security shall remain in force and effect for the
entire Construction Period until the expiry of 30 (thirty) days from date of issue of
Completion Certificate to the Concessionaire, and shall be released pursuant to
this Article 9 after the Operation Performance Security is provided by the
Concessionaire pursuant to Clause 9.2 hereto and the same comes into effect;
provided the Concessionaire is not in breach of this Agreement. Upon request
made by the Concessionaire for release of the Construction Performance Security
along with the particulars which establish satisfaction of the requirements
specified under this Article 9, the Authority shall release the Construction
Performance Security forthwith; and

(b) The Operation Performance Security shall remain in force and effect for the entire
Operation Period until the Service Continuity and Divestment Requirements have
been fulfilled in accordance with Article 27 of this Agreement, and shall be
released pursuant to this Article 9 after expiry of Defect Liability period and
recovery of all expenses incurred by the Authority in Clause 28.1; provided the
Concessionaire is not in breach of this Agreement. Upon request made by the
Concessionaire for release of the Operation Performance Security along with the
particulars which establish satisfaction of the requirements specified under this
Article 9, the Authority shall release the Operation Performance Security
forthwith.

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 ARTICLE 10

SITE
10.1 The Site

The site of the Project (the “Site”) shall comprise of the real estate described in
Schedule-A granted by the Authority to the Concessionaire as a licensee under and in
accordance with this Agreement. For the avoidance of doubt, it is hereby acknowledged
and agreed that references to the Site shall be construed as references to the real estate
required for the development of the Medical College as set forth in Schedule-A.

10.2 License, Access and Right of Way

10.2.1 The Authority hereby grants to the Concessionaire access to the Site and the Hospital for
carrying out any site inspections, surveys and investigations that the Concessionaire may
deem necessary during the Development Period, it being expressly agreed and
understood that the Authority shall have no liability whatsoever in respect of site
inspections, survey and investigations carried out or work undertaken by the
Concessionaire on or about the Site pursuant hereto in the event of Termination or
otherwise.

10.2.2 In consideration of the diverse obligations, undertakings and the covenants and
warranties on the part of the Concessionaire herein contained, the Authority, in
accordance with the terms and conditions set forth herein, hereby grants to the
Concessionaire, commencing from the Appointed Date, the rights in respect of all the
land (along with any buildings, constructions or immovable assets, if any, thereon)
comprising the Site which is described, delineated and shown in Schedule-A hereto (the
“Licensed Premises”), for a period of 33 years on an “as is where is” basis, free of any
Encumbrances, to operate and maintain the said Licensed Premises, together with all and
singular rights, liberties, privileges, easements and appurtenances whatsoever to the said
Licensed Premises, hereditaments or premises or any part thereof belonging to or in any
way appurtenant thereto or enjoyed therewith, for the duration of the Concession Period
and, for the purposes permitted under this Agreement, and for no other purpose
whatsoever.

10.2.3 The license, access and Right of Way granted by this Agreement to the Concessionaire
shall always be subject to existing rights of way.

10.2.4 It is expressly agreed that the license granted hereunder shall terminate automatically
and forthwith, without the need for any action to be taken by the Authority to terminate
the license, upon the Termination of this Agreement for any reason whatsoever.

10.2.5 The Concessionaire hereby irrevocably appoints the Authority (or its nominee) to be its
true and lawful attorney, to execute and sign in the name of the Concessionaire a transfer
or surrender of the license granted hereunder at any time after the Concession Period has
expired or has been terminated earlier in terms hereof, a sufficient proof of which will be
the declaration of any duly authorised officer of the Authority, and the Concessionaire
consents to it being registered for this purpose.

10.2.6 It is expressly agreed that:

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 (a) trees on the Site are property of the Authority except that the Concessionaire
shall be entitled to exercise usufructory rights thereon during the Concession
Period;

(b) any archaeological discoveries shall belong to and vest in the Government and
the Concessionaire shall promptly report the discovery thereof to the Authority
and follow its instructions for safe removal thereof; and

(c) mining rights do not form part of the license granted to the Concessionaire under
this Agreement and the Concessionaire hereby acknowledges that it shall not have
any mining rights or any interest in the underlying minerals or fossils on or under
the Licensed Premises. For the avoidance of doubt, mining rights mean the right to
mine any and all minerals or interest therein.

10.3 Procurement of the Site

10.3.1 Pursuant to the notice specified in Clause 4.3.1, the Authority’s Representative and the
Concessionaire shall, on a mutually agreed date and time, inspect the Site and prepare a
memorandum containing an inventory of the Site including the vacant and unencumbered
land, buildings, structures, road works, trees and any other immovable property on or
attached to the Site. Such memorandum shall have appended thereto an appendix (the
“Appendix”) specifying in reasonable detail those parts of the Site to which vacant
access and Right of Way has not been granted to the Concessionaire. Signing of the
memorandum, in two counterparts (each of which shall constitute an original), by the
authorised representatives of the Parties shall be deemed to constitute a valid license and
Right of Way to the Concessionaire for free and unrestricted use and development of the
vacant and unencumbered Site during the Concession Period under and in accordance
with the provisions of this Agreement and for no other purpose whatsoever. For the
avoidance of doubt, it is agreed that valid license and Right of Way with respect to the
parts of the Site as set forth in the Appendix shall be deemed to have been granted to the
Concessionaire upon vacant access thereto being provided by the Authority to the
Concessionaire.

10.3.2 On and after signing the memorandum and until the Transfer Date, the Concessionaire
shall maintain a round-the-clock vigil over the Site and shall ensure and procure that no
encroachment thereon takes place, and in the event of any encroachment or occupation on
any part thereof, the Concessionaire shall report such encroachment or occupation
forthwith to the Authority and undertake its removal at its cost and expenses.

10.3.3 The Authority shall make best efforts to provide and grant the Right of Way to the
Concessionaire in respect of all land included in the Appendix.

10.3.6 The Concessionaire may procure at its cost and expense and on its own the land that may
be required by it for Additional Facilities and the Authority shall have no obligation or
liability in respect thereof.

10.4 No Sub-License

The Concessionaire shall not sub-license the whole or any part of the land comprising the
Site, licensed to it by the Authority, to any person in any form or under any arrangement,
device or method.
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10.5 Expansion of the Annual Student Intake Capacity

10.5.1 In case the Concessionaire intends to increase/expand the Annual Student Intake
Capacity in addition to the 100 students annually, the Concessionaire shall have to
submit the expansion proposal to the Authority. The expansion proposal shall also
include capital and operation & management expenses plan for the Hospital (both in
terms of expenditure to be incurred and its funding sources).

10.5.2 Based on the above proposal, the Authority shall review the expansion proposal and
make its recommendations to the UT Administration and Steering Coordination
Committee for their review. It is to be noted that the Authority is under no obligation to
accept the expansion proposal of the Concessionaire to increase the Annual Student
Intake Capacity in addition to the 100 students and / or fund the cost to be incurred for
expansion of Hospital capacity beyond 500 beds in order to meet the MCI Regulations

10.5.3 In case the Concessionaire increases/expands and receives permission from MCI / other
competent authorities, for the enhanced Annual Student Intake Capacity in addition to
100 UG students or for conducting any higher medical education courses or training
(including a postgraduate course or training) / para-medics courses in the Medical
College, then the reservation of students for UT Administration Sponsored Students as
specified in Clause 3.3 shall be proportionately increased for the UT Administration
Sponsored Students.

10.6 Site to be free from Encumbrances

Subject to the provisions of Clause 10.3, the Site shall be made available by the Authority
to the Concessionaire pursuant hereto free from all Encumbrances and occupations and
without the Concessionaire being required to make any payment to the Authority on
account of any costs, compensation, expenses and charges for the acquisition and use of
such Site for the duration of the Concession Period, except insofar as otherwise expressly
provided in this Agreement. For the avoidance of doubt, it is agreed that existing rights of
way, easements, privileges, liberties and appurtenances to the Licensed Premises shall
not be deemed to be Encumbrances.

10.7 Protection of Site from encroachments

During the Concession Period, the Concessionaire shall protect the Site from any and all
occupations, encroachments or Encumbrances, and shall not place or create nor permit
any Contractor or other person claiming through or under the Concessionaire to place or
create any Encumbrance or security interest over all or any part of the Site or the Project
Assets, or on any rights of the Concessionaire therein or under this Agreement, save and
except as otherwise expressly set forth in this Agreement.

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 ARTICLE 11

CONSTRUCTION OF THE PROJECT

11.1 Obligations prior to commencement of construction

11.1.1 Prior to commencement of Construction Works, the Concessionaire shall:

(a) submit to the Authority its detailed design, construction methodology, quality
assurance procedures and the procurement, monitoring and construction time
schedule for completion of the Project in accordance with the Project Completion
Schedule and the MCI Regulations;

(b) appoint its representative duly authorised to deal with the Authority in respect of
all matters under or arising out of or relating to this Agreement;

(c) undertake, do and perform all such acts, deeds and things as may be necessary
or required before commencement of construction under and in accordance with
this Agreement, the Applicable Laws and Applicable Permits; and

(d) make its own arrangements for quarrying of materials needed for the Project
under and in accordance with the Applicable Laws and Applicable Permits.

11.2 Maintenance during Construction Period

During the Construction Period, the Concessionaire shall carry out or cause to be carried
out the Construction Works with skill, care and diligence to be expected of appropriately
qualified and experienced professional designers, monitors and Contractors with
experience of work similar in scope and nature to that required under this Agreement.
The Concessionaire shall design, monitor and execute the construction and
implementation of the Construction Works using the best design and monitoring
principles and practices. The Concessionaire shall adhere to the Project Completion
Schedule and Construction Quality Plan, and the Specifications and Standards set out
herein. The Concessionaire shall at all times during the Construction Period shall
comply with the MCI Regulations.

11.3 Drawings

11.3.1 In respect of the Concessionaire’s obligations with respect to the Drawings of the Project,
the following shall apply:

(a) The Concessionaire shall prepare and submit, with reasonable promptness and in
such sequence as is consistent with the Project Completion Schedule, 3 (three)
copies each of all Drawings to the Independent Engineer for review;

(b) By submitting the Drawings for review to the Independent Engineer, the
Concessionaire shall be deemed to have represented that it has determined and
verified that the design and monitoring, including field construction criteria
related thereto, are in conformity with the Specifications and Standards;

(c) Within 10 (ten) days of receipt of the Drawings, the Independent Engineer shall
41 | P a g e
 review the same and convey its observations to the Authority with particular
reference to their conformity or otherwise with the Scope of the Project, the
Specifications and Standards and MCI Regulations.

(d) the Authority shall review the Drawings as submitted by the Concessionaire
alongwith the comments / observations by the Independent Engineer and provide
its comments/observations and suggestions on the same to the Concessionaire
within 10 (ten) days from the date of the receipt of such Drawings from the
Independent Engineer.

(e) If the aforesaid observations of the Authority / Independent Engineer indicate that
the Drawings are not in conformity with the Scope of the Project or the
Specifications and Standards, such Drawings shall be revised by the
Concessionaire and resubmitted to the Independent Engineer for review. The
Authority / Independent Engineer shall give their observations, if any, within 15
(fifteen) days of receipt of the revised Drawings;

(f) No review and/or observation of the Authority / Independent Engineer and/or

their failure to review and/or convey its observations on any Drawings shall
relieve the Concessionaire of its obligations and liabilities under this Agreement
in any manner nor shall the Independent Engineer or the Authority be liable for
the same in any manner; and

(g) Within 90 (ninety) days of the Project Completion Date, the Concessionaire shall
furnish to the Authority and the Independent Engineer a complete set of as-built
Drawings, in 3 (three) hard copies and in micro film form or in such other
medium as may be acceptable to the Authority, reflecting the Project as actually
designed and constructed, including an as-built survey illustrating the layout of
the Project and setback lines, if any, of the buildings and structures forming part
of Project Facilities.

11.4 Construction of Project

11.4.1 On or after the Appointed Date, the Concessionaire shall undertake the Construction
Works in conformity with the Specifications and Standards set forth in Schedule-D and
Good Industry Practice and shall complete the same within two years from the Appointed
Date (“Medical College Scheduled Completion Date”) and the Concessionaire agrees
and undertakes that the Construction Works shall be completed on or before the Medical
College Scheduled Completion Date. The Concessionaire shall construct, install and
establish the Project Facilities, including the basic and detailed design, completion,
testing and commissioning in accordance with the provisions of this Agreement,
including the Project Completion Schedule, the Specifications and Standards, Applicable
Laws including the applicable architectural controls, building byelaws and zoning
requirements, Good Industry Practice and MCI Regulations and after obtaining sanction
to the building plans etc. with the design plans and specifications from the proper
municipal or other authority, at its own expenses.

11.4.2 The Concessionaire shall construct the Project in accordance with the Project Completion
Schedule set forth in Schedule-G. In the event that the Concessionaire fails to achieve
any Project Milestone within a period of 90 (ninety) days from the date set forth for such
Project Milestone in Schedule-G, unless such failure has occurred due to Force Majeure
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 or for reasons solely attributable to the Authority; it shall pay Damages to the Authority
in a sum calculated at the rate of 0.1% (zero point one per cent) of the amount of
Performance Security for delay of each day until such Project Milestone is achieved;
provided that if any or all Project Milestones or the Medical College Scheduled
Completion Date are extended in accordance with the provisions of this Agreement, the
dates set forth in Schedule-G shall be deemed to be modified accordingly and the
provisions of this Agreement shall apply as if Schedule-G has been amended as above;
provided further that in the event Project Completion Date is achieved on or before the
Medical College Scheduled Completion Date, the Damages paid under this Clause 11.4.2
shall be refunded by the Authority to the Concessionaire, but without any interest
thereon, [within [90] days from the Medical College Scheduled Completion Date]. For
the avoidance of doubt, it is agreed that recovery of Damages under this Clause 11.4.2
shall be without prejudice to the rights of the Authority under this Agreement, including
the right of Termination thereof.

11.4.3 In the event that Construction Works is not completed within [270 (two hundred and
seventy)] days from the Medical College Scheduled Completion Date, unless the delay is
on account of reasons solely attributable to the Authority or due to Force Majeure, the
Authority shall be entitled to terminate this Agreement.

11.5 Upgradation of the Hospital

11.5.1 The Authority, at its own cost, shall undertake the entire activity of upgradation of the
Hospital bed from its existing capacity to 500 bed Hospital in conformity with the MCI
Regulations and Good Industry Practice (“Patient Intake Capacity”) and shall complete
the same within three years from the Appointed Date (“Hospital Scheduled Completion
Date”) and the Authority agrees and undertakes that such activity shall be completed on
or before the Hospital Scheduled Completion Date. It shall be the obligation of the
Authority to comply with the requirements of the Applicable Laws including the
applicable architectural controls, building byelaws, zoning requirements, Good Industry
Practice and MCI Regulations and obtaining sanction of the building plans, if required
from the competent authorities.

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 ARTICLE 12

MONITORING OF CONSTRUCTION

12.1 Monthly progress reports

During the Construction Period, the Concessionaire shall, no later than 7 (seven) days
after the close of each month, furnish to the Authority and the Independent Engineer a
monthly report on progress of the Construction Works and shall promptly give such other
relevant information as may be required by the Independent Engineer.

12.2 Inspection

During the Construction Period, the Independent Engineer shall (individually or jointly as
may be required) inspect the Project at least once a month and make a report of such
inspection (the “Inspection Report”) stating in reasonable detail the defects or
deficiencies, if any, with particular reference to the Scope of the Project and
Specifications and Standards. It shall send a copy of the Inspection Report to the
Authority and the Concessionaire, within 7 (seven) days of such inspection and upon
receipt thereof, the Concessionaire shall rectify and remedy the defects or deficiencies, if
any, stated in the Inspection Report. Such inspection or submission of Inspection Report
by the Independent Engineer shall not relieve or absolve the Concessionaire of its
obligations and liabilities hereunder in any manner whatsoever.

12.3 Tests

12.3.1 For determining that the Construction Works conform to the Specifications and
Standards, the Independent Engineer shall require the Concessionaire to carry out or
cause to be carried out tests, at such time and frequency and in such manner as may be
specified by the Independent Engineer from time to time, in accordance with Good
Industry Practice for quality assurance. The Concessionaire shall, with due diligence,
carry out or cause to be carried out all the tests in accordance with the instructions of the
Independent Engineer and furnish the results thereof to the Independent Engineer. For the
avoidance of doubt, the costs to be incurred on any Test which is undertaken for
determining the rectification of any defect or deficiency in construction shall be borne
solely by the Concessionaire.

12.3.2 In the event that results of any tests conducted under this Clause 12.3 establish any
defects or deficiencies in the Construction Works, upon notifying of such defects or
deficiencies, the Concessionaire shall carry out remedial measures and furnish a report to
the Independent Engineer in this behalf. The Independent Engineer shall require the
Concessionaire to carry out or cause to be carried out tests to determine that such
remedial measures have brought the Construction Works into compliance with the
Specifications and Standards, and the procedure set forth in this Clause 12.3 shall be
repeated until such Construction Works conform to the Specifications and Standards. For
the avoidance of doubt, it is agreed that tests pursuant to this Clause 12.3 shall be
undertaken in addition to and independent of the tests that shall be carried out by the
Concessionaire for its own quality assurance in accordance with Good Industry Practice.
It is also agreed that a copy of the results of such tests shall be sent by the Concessionaire
to the Independent Engineer forthwith.

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12.4 Delays during construction

If the Concessionaire does not achieve any of the Project Milestone or the Independent
Engineer have determined that the rate of progress of Construction Works is such that
Project is not likely to be achieved by the Project Completion Date, it shall notify the
Concessionaire to this effect, and the Concessionaire shall, within 15 (fifteen) days of
such notice, by a communication inform the Independent Engineer in reasonable detail
about the steps it proposes to take to expedite progress and the period within which it
shall achieve the Project Milestone or Project Completion Date as the case may be.

12.5 Suspension of unsafe Construction Works

12.5.1 Upon recommendation of the Independent Engineer to this effect, the Authority may by
notice require the Concessionaire to suspend forthwith the whole or any part of the
Construction Works if, in the reasonable opinion of the Authority, such work threatens
the safety of the Students / Faculty members or any other individual on or about the
Project.

12.5.2 The Concessionaire shall, pursuant to the notice under Clause 12.5.1, suspend the
Construction Works or any part thereof for such time and in such manner as may be
specified by the Authority and thereupon carry out remedial measures to secure the
safety of suspended works, the Students / faculty or any individual on or about the
Project. The Concessionaire may by notice require the Independent Engineer to inspect
such remedial measures forthwith and make a report to the Authority recommending
whether or not the suspension hereunder may be revoked. Upon receiving the
recommendations of the Independent Engineer, the Authority shall either revoke such
suspension or instruct the Concessionaire to carry out such other and further remedial
measures as may be necessary in the reasonable opinion of the Authority, and the
procedure set forth in this Clause 12.5.2 shall be repeated until the suspension hereunder
is revoked.

12.5.3 Subject to the provisions of Clause 23.7, all reasonable costs incurred for maintaining and
protecting the Construction Works or part thereof during the period of suspension (the
“Preservation Costs”), shall be borne by the Concessionaire; provided that if the
suspension has occurred as a result of any breach of this Agreement by the Authority, the
Preservation Costs shall be borne by the Authority.

12.5.4 If suspension of Construction Works is for reasons not attributable to the Concessionaire,
the Independent Engineer shall determine any extension of the dates set forth in the
Project Completion Schedule to which the Concessionaire is reasonably entitled, and
shall notify the Authority accordingly whereupon the Authority shall extend such Project
Completion Schedule in accordance with the recommendations of the Independent
Engineer.

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 ARTICLE 13

COMPLETION CERTIFICATE

13.1 Tests

13.1.1 At least 30 (thirty) days prior to the likely completion of the Project, the Concessionaire
shall notify the Independent Engineer of its intent to subject the Project to Tests. The
date and time of each of the Tests shall be determined by the Independent Engineer in
consultation with the Concessionaire, and notify to the Authority who may designate its
representative to witness the Tests. The Concessionaire shall provide such assistance as
the Independent Engineer may reasonably require for conducting the Tests. In the event
of the Concessionaire and the Independent Engineer failing to mutually agree on the
dates for conducting the Tests, the Concessionaire shall fix the dates by not less than 10
(ten) days’ notice to the Independent Engineer.

13.1.2 All Tests shall be conducted in accordance with Schedule-H. The Independent Engineer
shall observe, monitor and review the results of the Tests to determine compliance of the
Project with Specifications and Standards and if it is reasonably anticipated or
determined by the Independent Engineer during the course of any Test that the
performance of the Project or any part thereof does not meet the Specifications and
Standards, it shall have the right to suspend or delay such Test and require the
Concessionaire to remedy and rectify the defects or deficiencies. Upon completion of
each Test, the Independent Engineer shall provide to the Concessionaire and the
Authority copies of all Test data including detailed Test results. For the avoidance of
doubt, it is expressly agreed that the Independent Engineer may require the
Concessionaire to carry out or cause to be carried out additional Tests, in accordance
with Good Industry Practice, for determining the compliance of the Project with
Specifications and Standards.

13.2 Completion Certificate

Upon completion of Construction Works, receipt of the Letter of Intent (LoI) from MCI
and / or other relevant competent authorities and the Independent Engineer determining
the Tests to be successful, the Independent Engineer shall forthwith issue to the
Concessionaire and the Authority a certificate substantially in the form set forth in
Schedule-I (the “Completion Certificate”).

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 ARTICLE 14

ENTRY INTO COMMERCIAL SERVICE

14.1 Commercial Operation Date (COD)

The Project shall be deemed to be complete when the Completion Certificate is issued
under the provisions of Article 13, and accordingly the commercial operation date of the
Project shall be the date on which such Completion Certificate is issued (the “COD” or
the “Commercial Operation Date”). On the issuance of the Completion Certificate in
terms of Article 13, the Project shall be deemed to have entered into operational phase on
COD whereupon the Concessionaire shall be entitled to collect the Tuition Fee, Medical
College Charges, other charges and start the admission process for the Students.

14.2 Damages for delay by the Concessionaire

Subject to the provisions of Clause 11.4, if COD of Medical College does not occur prior
to the Medical College Scheduled Completion Date, unless the delay is on account of
reasons solely attributable to the Authority or due to Force Majeure, the Concessionaire
shall pay Damages to the Authority in a sum calculated at the rate of 0.1% (zero point
one per cent) of the amount of Construction Performance Security for delay of each day
until COD is achieved. In the event that Construction Works is not completed within [270
(two hundred and seventy)] days from the Medical College Scheduled Completion Date,
unless the delay is on account of reasons solely attributable to the Authority or due to
Force Majeure, the Authority shall be entitled to terminate this Agreement.

14.3 Damages for delay by the Authority

Subject to the other provisions of this Agreement, if upgradation of the hospital bed from
its existing capacity to a 500 bedded Hospital in conformity with the MCI Regulations is
not completed prior to the Hospital Scheduled Completion Date, unless the delay is on
account of reasons solely attributable to the Concessionaire or due to Force Majeure, the
Authority shall pay Damages to the Concessionaire in a sum calculated at the rate of
0.005% (Point Zero Zero Five per cent) for delay of each day until COD is achieved.

In the event that upgradation of the hospital bed from its existing capacity to a 500
bedded Hospital in conformity with the MCI Regulations is not completed within [270
(two hundred and seventy)] days from the Hospital Scheduled Completion Date, unless
the delay is on account of reasons solely attributable to the Concessionaire or due to
Force Majeure, the Concessionaire shall be entitled to terminate this Agreement.

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 ARTICLE 15

OPERATION AND MAINTENANCE

15.1 O&M obligations of the Concessionaire

15.1.1 During the Operation Period, the Concessionaire shall operate and maintain the Project in
accordance with this Agreement, and if required, modify, repair or otherwise make
improvements to the Project to comply with the provisions of this Agreement including
the Specifications and Standards, Applicable Laws and Applicable Permits, and conform
to Good Industry Practice and MCI Regulations. The obligations of the Concessionaire
hereunder shall include the following:

(a) provide quarterly status report on the key performance indicators as included
in Schedule-[D];

(b) undertake the execution of the Project, in compliance with the terms and
conditions of this Agreement, including the Specifications and Standards,
Applicable Laws, Applicable Permits, the Maintenance Manual, Good Industry
Practice, MCI Regulations, etc. ;

(c) to facilitate in obtaining and maintaining throughout the Concession Period,

recognition of the Medical Council of India (the “MCI”) or other relevant
statutory bodies for the operation of the Medical College and other allied medical
facilities.

15.2 O&M obligations of the Authority

The obligations of the Authority hereunder shall include the following:

a) It shall be the responsibility of the Authority to operate and maintain the Hospital
facilities at all times during the Concession Period in full compliance of the MCI
Regulations and other applicable rules, laws etc;

b) to obtain and maintain throughout the concession period, recognition of the

Medical Council of India (the “MCI”) or other relevant statutory bodies for the
operation of the Medical College and other allied medical facilities.

15.2 Maintenance Requirements

15.2.1 The Concessionaire shall procure that at all times during the Operation Period, the Project
conforms to the maintenance requirements including facility management, infrastructure
maintenance and Equipment maintenance set forth in Schedule-J (the “Maintenance
Requirements”).

15.3 Maintenance Manual

Not later than [180 (one hundred and eighty)] days prior to the COD, the Concessionaire
shall, in consultation with the Independent Engineer, evolve a repair and maintenance
manual (the “Maintenance Manual”), for the regular and preventive maintenance of the
Project in conformity with the Maintenance Requirements and Good Industry Practice
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 and shall provide 1 (one) copy thereof, to the Authority. Within [●] days of receipt of the
Maintenance Manual, the Authority shall review and convey its comments to the
Concessionaire. The Concessionaire shall modify the Maintenance Manual, in
accordance with the comments provided by the Authority and provide 5 (five) copies
thereof to the Authority and 2 (two) copies to the Independent Engineer.

The Maintenance Manual, which shall outline the preventive, scheduled and reactive
maintenance provisions, shall be revised and updated once every 2 (two) years and the
provisions of this Clause 15.3 shall apply, mutatis mutandis, to such revision.

15.4 Maintenance Programme

15.4.1 Not later than 45 (forty five) days prior to the beginning of each Accounting Year during
the Operation Period, the Concessionaire shall provide to the Authority, its proposed
annual programme of preventive, urgent and other scheduled maintenance (the
“Maintenance Programme”) to comply with the Maintenance Requirements, and
Maintenance Manual. Such Maintenance Programme shall include:

(a) preventive maintenance schedule;

(b) arrangements and procedures for carrying out urgent repairs;

(c) criteria to be adopted for deciding maintenance needs;

(d) intervals and procedures for carrying out inspection of all elements of the Project;

(e) intervals at which the Concessionaire shall carry out periodic maintenance;

(f) arrangements and procedures for carrying out safety related measures; and

(g) intervals for major maintenance works and the scope thereof.

15.4.2 Within 15 (fifteen) days of receipt of the Maintenance Programme, the Independent
Engineer shall review the same and convey its comments to the Concessionaire with
particular reference to its conformity with the Maintenance Requirements, and
Maintenance Manual.

15.4.3 The Concessionaire may modify the Maintenance Programme as may be reasonable in the
circumstances, and the procedure specified in Clauses 15.4.1 and 15.4.2 shall apply
mutatis mutandis to such modifications.

15.5 Damages for breach of maintenance obligations

15.5.1 In the event that the Concessionaire fails to repair or rectify any defect or deficiency set
forth in the Maintenance Requirements within the period specified therein, it shall be
deemed to be in breach of this Agreement and the Authority shall be entitled to recover
Damages, to be calculated and paid for each day of delay until the breach is cured, at Rs.
10,000/- (Rupees Ten Thousand only) per day (to be annually escalated @ 10% from the
Appointed Date). Recovery of such Damages shall be without prejudice to the rights of
the Authority under this Agreement, including the right of Termination thereof.

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15.5.2 In the event that the Authority fails to repair or rectify any defect or deficiency in
Hospital facilities which results in suspension / cancellation of MCI recognition within
the period specified therein, it shall be deemed to be in breach of this Agreement and the
Concessionaire shall be entitled to recover reasonable Damages from the Authority.
Recovery of such Damages shall be without prejudice to the rights of Concessionaire
under this Agreement, including the right of Termination thereof.

15.6 Overriding powers of the Authority

15.6.1 If in the reasonable opinion of the Authority, the Concessionaire is in material breach of
its obligations under this Agreement and, in particular, the Maintenance Requirements,
and such breach is causing or likely to cause material hardship or danger to the Students /
faculty members or any other individual on or about the Project, the Authority may,
without prejudice to any of its rights under this Agreement including Termination thereof,
by notice require the Concessionaire to take reasonable measures immediately for
rectifying or removing such hardship or danger, as the case may be.

15.6.2 In the event that the Concessionaire, upon notice under Clause 15.6.1, fails to rectify or
remove any hardship or danger within a reasonable period, the Authority may exercise
overriding powers under this Clause 15.6.2 and take over the performance of any or all
the obligations of the Concessionaire to the extent deemed necessary by it for rectifying
or removing such hardship or danger; provided that the exercise of such overriding
powers by the Authority shall be of no greater scope and of no longer duration than is
reasonably required hereunder; provided further that any costs and expenses incurred by
the Authority in discharge of its obligations hereunder shall be deemed to be O&M
Expenses, and the Authority shall be entitled to recover them from the Concessionaire
along with the Damages specified therein.

15.6.3 In the event of a national emergency, civil commotion or any other act specified in Clause
23.3, at the request of the Authority, the Concessionaire in the national interest shall be
under obligation to cause its Qualified Medical Teaching Staff, Resident Doctors,
Students and any other staff to serve the Hospital including Training Centres, beyond the
scheduled hours and with extra work force, if required.

15.7 Restoration of loss or damage to Project

Save and except as otherwise expressly provided in this Agreement, in the event that the
Project or any part thereof suffers any loss or damage during the Concession Period from
any cause whatsoever, the Concessionaire shall, at its cost and expense, rectify and
remedy such loss or damage forthwith so that the Project conforms to the provisions of
this Agreement.

15.8 Modifications to the Project

The Concessionaire shall not carry out any material modifications to the Project save
and except where such modifications are necessary for the Project to operate in
conformity with the Maintenance Requirements and Good Industry Practice; provided
that the Concessionaire shall notify the Independent Engineer of the proposed
modifications along with particulars thereof at least 15 (fifteen) days before
commencing work on such modifications and shall reasonably consider any suggestions

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that the Independent Engineer may make within 15 (fifteen) days of receiving the
Concessionaire’s proposal.

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 ARTICLE 16

MONITORING OF OPERATION AND MAINTENANCE

16.1 Monthly status reports

During Operation Period, the Concessionaire shall, no later than 7 (seven) days after the
close of each month, furnish to the Authority and the Independent Engineer, a monthly
report stating in reasonable detail the condition of the Project including its compliance or
otherwise with the Maintenance Requirements, Maintenance Manual and Maintenance
Programme, and shall promptly give such other relevant information as may be required
by the Authority.

16.2 Inspection

The Authority and/or Authority’s Representative shall (individually or jointly as may be

required) inspect the Project at least once a month. They shall make a report of such
inspection (the “O&M Inspection Report”) stating in reasonable detail the defects or
deficiencies, if any, with particular reference to the Maintenance Requirements,
Maintenance Manual, and the Maintenance Programme, and send a copy thereof to the
Concessionaire within 7 (seven) days of such inspection.

16.3 Tests

For determining that the Project conforms to the Maintenance Requirements, the
Authority and/or Authority’s Representative shall require the Concessionaire to carry
out, or cause to be carried out, tests specified by it in accordance with Good Industry
Practice. The Concessionaire shall, with due diligence, carry out or cause to be carried
out all such tests in accordance with the instructions of the Independent Engineer and
furnish the results of such tests forthwith to the Authority and/or Authority’s
Representative. One half of the costs incurred on such tests, and to the extent certified
by the Authority and/or Authority’s Representative as reasonable, shall be reimbursed
by the Authority to the Concessionaire.

16.4 Remedial measures

16.4.1 The Concessionaire shall repair or rectify the defects or deficiencies, if any, set forth in
the O&M Inspection Report or in the test results referred to in Clause 16.3 and furnish a
report in respect thereof to the Authority within 15 (fifteen) days of receiving the O&M
Inspection Report or the test results, as the case may be; provided that where the
remedying of such defects or deficiencies is likely to take more than 15 (fifteen) days, the
Authority shall submit progress reports of the repair works once every week until such
works are completed in conformity with this Agreement.

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16.4.2 The Authority and/or Authority’s Representative shall require the Concessionaire to carry
out or cause to be carried out tests, at its own cost, to determine that such remedial
measures have brought the Project into compliance with the Maintenance Requirements
and the procedure set forth in this Clause 16.4 shall be repeated until the Project
conforms to the Maintenance Requirements. In the event that remedial measures are not
completed by the Concessionaire in conformity with the provisions of this Agreement,
the Authority shall be entitled to recover Damages from the Concessionaire under and in
accordance with the provisions of Clause 15.7.

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 ARTICLE 17

PERFORMANCE MONITORING MECHANISMS

17.1 Appointment of Independent Engineer

The Authority shall, in consultation with the Concessionaire appoint a consulting

firm/consultant from a panel of [5 (five)] consultants/ firms or bodies corporate,
constituted by the Authority substantially in accordance with the selection criteria set
forth in Schedule-M, to be the Independent Engineer under this Agreement. The
appointment shall be made no later than 30 (thirty) days from the date of this Agreement
and shall function for the Construction Period.

17.2 Duties and functions of Independent Engineer

(a) The Independent Engineer shall undertake inspections of the Site regularly and
at such times as it deems appropriate, to determine the progress in construction of
the Project Facilities, monitoring of the inspection tests and providing of Services
to make the Project Facilities fully operational;

(b) The Independent Engineer shall determine the progress in operation of the
Project Facilities, monitoring of the inspection tests and services performance;

(c) The Independent Engineer shall prepare and submit (at least one a month),
periodic reports to the Authority in respect of its duties and functions set forth in
Schedule-M; and

(d) The Independent Engineer shall discharge its duties and functions
substantially in accordance with the terms of reference set forth in Schedule-M.

17.3 Certificates

The Independent Engineer shall decide upon, issue and sign all certificates required at
various stages in this Agreement until the end of the Construction Period, including the
Completion Certificate, in accordance with the provisions of this Agreement.

17.4 Remuneration

The remuneration, cost and expenses of the Independent Engineer shall be paid by the
Authority and subject to the limits set forth in Schedule-M, one-half of such
remuneration, cost and expenses shall be reimbursed by the Concessionaire to the
Authority within 15 (fifteen) days of receiving a statement of expenditure from the
Authority.

17.5 Termination of appointment

17.5.1 The Authority may, in its discretion, terminate the appointment of the Independent
Engineer at any time, but only after appointment of another Independent Engineer in
accordance with Clause 17.1.

17.5.2 If the Concessionaire has reason to believe that the Independent Engineer is not
54 | P a g e
 discharging its duties and functions in a fair, efficient and diligent manner, it may make
a written representation to the Authority and seek termination of the appointment of the
Independent Engineer. Upon receipt of such representation, the Authority shall hold a
tripartite meeting with the Concessionaire and Independent Engineer for an amicable
resolution of the Dispute, and if any difference or disagreement between the Authority
and the Concessionaire remains unresolved, the Dispute shall be settled in accordance
with the Dispute Resolution Procedure. In the event that the appointment of the
Independent Engineer is terminated hereunder, the Authority shall appoint forthwith
another Independent Engineer in accordance with Clause 17.1.

17.6 Authorised signatories

The Authority shall require the Independent Engineer to designate and notify to the
Authority and the Concessionaire up to 2 (two) persons employed to sign for and on
behalf of the Independent Engineer and any communication or document required to be
signed by the Independent Engineer shall be valid and effective only if signed by any of
the designated persons; provided that the Independent Engineer may, by notice in writing,
substitute any of the designated persons by any of its employees.

17.7 Dispute resolution

If either Party disputes any advice, instruction, decision, direction or award of the
Independent Engineer, or, as the case may be, the assertion or failure to assert
jurisdiction, the Dispute shall be resolved in accordance with the Dispute Resolution
Procedure.

17.8 Disclosure on Website

The Concessionaire shall update on its website, on a quarterly basis, the number of seats
filled by the Students under each of the categories.

17.9 Steering Coordination Committee

17.9.1 The Authority and Concessionaire shall constitute a Steering Coordination Committee
within 30 (thirty) days of the Effective Date.

17.9.2 Members

17.9.2.1 The Committee shall have the following members:

(a) Administrator, Union Territory of Dadra Nagar and Haveli as the ex-officio
Chairperson of the Steering Coordination Committee

(b) 3 (three) representatives nominated by the Authority from time to time.

(c) 3 (three) outside independent experts to be appointed by the Authority in

consultation with the Concessionaire and;

(d) 3 ( three) representatives of the Concessionaire

17.9.2.2 The Authority in consultation with the Concessionaire may invite any other person as
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invitees to the Steering Coordination Committee. Such persons would not have any voting rights.

17.9.3 Role of Steering Coordination Committee

17.9.3.1 The role of the Steering Coordination Committee has been provided in Schedule-L.

17.9.4 Meetings

(a) The quorum for any review meeting of the Steering Coordination Committee will
be 5, two of which will be the representative of the Authority, or as otherwise
agreed by the Authority and the Concessionaire from time to time.

(b) Each representative on the Steering Coordination Committee will have one vote.

(c) Decisions and recommendations of the Steering Coordination Committee will be

made by majority vote.

(d) The Steering Coordination Committee will meet at least once every quarter.

(e) The Steering Coordination Committee may from time to time form sub-
committees to consider and make recommendations to it on any issue under
consideration.

17.9.5 Agreement on Recommendations

17.9.5.1 The recommendations of Steering Coordination Committee to the extent these are
within the scope of this Agreement, shall be final and binding on both the Parties. If the
Steering Coordination Committee makes a recommendation to the Concessionaire and
the Authority, the same shall be implemented with prospective effect as recommended. In
case any Party claims that any recommendation of the Steering Coordination Committee
is outside the scope of this Agreement, then the issues shall resolved as if there is a
dispute between the aforesaid claiming Party and the other Party and the issue shall
resolved in accordance with the dispute resolution procedure laid down under the
Agreement. However, in case both the Parties are of the view that the recommendations
of the Steering Coordination Committee are outside the scope of the Agreement, then
both the Parties shall request the Steering Coordination Committee to review its
recommendations.

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 ARTICLE 18

STUDENT MIX

18.1 Student Mix

18.1.1 On and from the Commercial Operation Date, the Medical College shall have an annual
intake of not more than 100 students throughout the Concession Period (“Annual
Student Intake Capacity”) for their UG / Graduate Course.

18.1.2 The Concessionaire shall make available the Medical Education to the following category
of students, in accordance with Schedule-K:

(a) UT Administration Sponsored Students (Category I);

(b) General or Open (Category II); and
(c) Management Seats (Category III)

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 ARTICLE 19

MEDICAL COLLEGE CHARGES

19.1 Medical College Charges

19.1.1 In consideration of making available the Medical Education to Students, as set out in
Clause 18.1 hereinabove, the Concessionaire shall have a right to collect, appropriate,
demand Tuition Fee etc. from Students (except from Category I Students), as specified in
Schedule-N of this Agreement;

19.1.2 In addition to the Tuition Fee specified in Clause 19.1.1, the Concessionaire shall be
entitled to determine and recover from the Students (except from Category I Students),
such other fees towards any Services or facilities including hostel fee, admission fee,
deposits and other incidental charges such as, transportation, food etc. (hereinafter
collectively referred to as “Additional Fee”) that may be availed by the Students.

19.1.3 It is clarified that the Concessionaire shall not demand, charge, recover or receive any
Medical College Charges, deposit etc. from Category I Students during the Concession
Period

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 ARTICLE 20

INSURANCE

20.1 Insurance during Concession Period

The Concessionaire shall effect and maintain at its own cost, during the Construction
Period and the Operation Period, such insurances for such maximum sums as may be
required under the Financing Agreements and the Applicable Laws, and such insurances
as may be necessary or prudent in accordance with Good Industry Practice (the
“Insurance Cover”). The Concessionaire shall also effect and maintain 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 during the Construction
Period. For the avoidance of doubt, the level of insurance to be maintained by the
Concessionaire after repayment of Senior Lenders dues in full shall be determined on the
same principles as applicable for determining the level of insurance prior to such
repayment of Senior Lenders dues.

20.2 Notice to the Authority

Not later than 45 (forty five) days prior to commencement of the Construction Period or
the Operation Period, as the case may be, the Concessionaire shall by notice furnish to
the Authority, in reasonable detail, information in respect of the insurances that it
proposes to effect and maintain in accordance with this Article 20. Within 30 (thirty)
days of receipt of such notice, 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 insurance, the Dispute Resolution
Procedure shall apply.

20.3 Evidence of Insurance Cover

All insurances obtained by the Concessionaire in accordance with this Article 20 shall be
maintained with insurers on terms consistent with Good Industry Practice. Within 15
(fifteen) days of obtaining any insurance cover, the Concessionaire shall furnish to the
Authority, notarised true copies of the certificate(s) of insurance, copies of insurance
policies and premia payment receipts in respect of such insurance, and no such insurance
shall be cancelled, modified, or allowed to expire or lapse until the expiration of at least
45 (forty five) days after notice of such proposed cancellation, modification or non-
renewal has been delivered by the Concessionaire to the Authority.

20.4 Remedy for failure to insure

If the Concessionaire fail to effect and keep in force all insurances for which it is
responsible pursuant hereto, the Authority shall have the option to either keep in force
any such insurances, and pay such premia and recover the costs thereof from the
Concessionaire, or in the event of computation of a Termination Payment, treat an
amount equal to the Insurance Cover as deemed to have been received by the
Concessionaire.

20.5 Waiver of subrogation

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 All insurance policies in respect of the insurance obtained by the Concessionaire pursuant
to this Article 20 shall include a waiver of any and all rights of subrogation or recovery of
the insurers thereunder against, inter alia, the Authority, and its assigns, successors,
undertakings and their subsidiaries, affiliates, 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.

20.6 Concessionaire’s waiver

The Concessionaire hereby further releases, assigns and waives any and all rights of
subrogation or recovery against, inter alia, the 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.

20.7 Application of insurance proceeds

The proceeds from all insurance claims, except life and injury, shall be paid to the
Concessionaire and it shall apply such proceeds for any necessary repair, reconstruction,
reinstatement, replacement, improvement, delivery or installation of the Project, and the
balance remaining, if any, shall be applied in accordance with the provisions contained in
this behalf in the Financing Agreements.

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 ARTICLE 21

ACCOUNTS AND AUDIT

21.1 Audited accounts

21.1.1 The Concessionaire shall maintain books of accounts recording all its receipts, income,
expenditure, payments, assets and liabilities, in accordance with this Agreement, Good
Industry Practice, Applicable Laws and Applicable Permits. The Concessionaire shall
provide 2 (two) copies of its balance sheet, cash flow statement and profit and loss
account, along with a report thereon duly certified by its Statutory Auditors, within 90
(ninety) days of the close of the Accounting Year to which they pertain. The Authority
shall have the right to inspect the records of the Concessionaire during office hours and
require copies of relevant extracts of books of accounts, duly certified by the Statutory
Auditors, for review / audit purposes and in the event of any discrepancy or error being
found, the same shall be rectified after being notified in this regard.

21.1.2 On or before the 30th (thirtieth) day of June each Year, the Concessionaire shall provide
to the Authority, for the preceding Accounting Year, a statement duly audited by its
Statutory Auditors giving summarised information on (a) the count of Students admitted /
on roll (year-wise / student-mix category-wise), (b) Medical College Charges received
and other revenues derived from the Project, and (c) such other information as the
Authority may reasonably require.

21.2 Appointment of auditors

21.2.1 The Concessionaire shall appoint, and have during the subsistence of this Agreement as
its Statutory Auditors, a firm chosen by it from the mutually agreed list of 10 (ten)
reputable firms of chartered accountants (the “Panel of Chartered Accountants”), such
list to be prepared substantially in accordance with the criteria set forth in Schedule-O.
All fees and expenses of the Statutory Auditors shall be borne by the Concessionaire.

21.2.2 The Concessionaire may terminate the appointment of its Statutory Auditors after a
notice of 45 (forty five) days to the Authority, subject to the replacement Statutory
Auditors being appointed from the Panel of Chartered Accountants.

21.2.3 Notwithstanding anything to the contrary contained in this Agreement, the Authority
shall have the right, but not the obligation, to appoint at its cost from time to time and at
any time, another firm (the “Additional Auditors”) from the Panel of Chartered
Accountants to audit and verify all receipts, income, payments, expenses, costs and things
which the Statutory Auditors are required to do, undertake or certify pursuant to this
Agreement.

21.3 Certification of claims by Statutory Auditors

Any claim or document provided by the Concessionaire to the Authority in connection

with or relating to receipts, income, payments, costs, expenses, accounts or audit, and any
matter incidental thereto shall be valid and effective only if certified by its Statutory
Auditors. For the avoidance of doubt, such certification shall not be required for
exchange of information in the normal course of business.

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21.4 Dispute resolution

In the event of there being any difference between the findings of the Additional Auditors
and the certification provided by the Statutory Auditors, such auditors shall meet to
resolve the differences and if they are unable to resolve the same, such Dispute shall be
resolved by the Authority by recourse to the Dispute Resolution Procedure.

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 ARTICLE 22

HUMAN RESOURCE MANAGEMENT

22.1 Staffing

22.1.1 The principles governing the manner and type of staffing for the Project shall be in
accordance with the MCI Regulations and as detailed in Schedule-[D];

22.1.2 The Concessionaire shall recruit requisite number of Qualified Medical Teaching Staff
with adequate qualifications eligible to be in a professor rank at the Medical College who
would be the teaching professors in the Medical College as well as treating doctors in the
Hospital including Training Centres, in accordance with the MCI Regulations and in the
manner as prescribed under Schedule [D];

22.1.3 The Concessionaire shall ensure at all times during the Operations Period availability of
requisite number of Qualified Medical Teaching Staff and Resident Doctors with
adequate qualifications for treatment of patients at the Hospital including Training
Centres. Such Qualified Medical Teaching Staff and Resident Doctors shall not charge
any amount from the Patients or do private medical practice in the Hospital including
Training Centres premises.

22.1.3 The Concessionaire shall adopt an effective human resources policy in accordance with
the Applicable Laws;

22.1.4 The Concessionaire shall, during the Concession Period employ fully qualified,
experienced and competent personnel to provide Medical Education to the Students, in
accordance with Applicable Laws and MCI Regulations and appoint suitable
officers/staff/representatives to work and supervise in the Project and to deal with the
Authority; and

22.1.5 The Concessionaire shall, during the Concession Period employ fully qualified,
experienced and competent medical personnel including specialists and designate and
appoint suitable officers/staff/representatives to work and supervise in the Project and to
deal with the Authority.

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 ARTICLE 23

FORCE MAJEURE

23.1 Force Majeure

As used in this Agreement, the expression “Force Majeure” or “Force Majeure

Event” shall mean occurrence in India of any or all of Non-Political Event, Indirect
Political Event and Political Event, as defined in Clauses 23.2, 23.3 and 23.4
respectively, if it affects the performance by the Party claiming the benefit of Force
Majeure (the “Affected Party”) of its obligations under this Agreement and which act or
event (i) is beyond the reasonable control of the Affected Party, (ii) the Affected Party
could not have prevented or overcome by exercise of due diligence and following Good
Industry Practice, and (iii) has Material Adverse Effect on the Affected Party.

23.2 Non-Political Event

A Non-Political Event shall mean one or more of the following acts or events:

(a) act of God, epidemic, extremely adverse weather conditions, lightning,

earthquake, landslide, cyclone, flood, volcanic eruption, chemical or radioactive
contamination or ionising radiation, fire or explosion (to the extent of
contamination or radiation or fire or explosion originating from a source external
to the Site and / or Hospital and by reasons not attributable to the Authority or
Concessionaire or their employees or agents);

(b) any judgement or order of any court of competent jurisdiction or statutory

authority made against the Concessionaire in any proceedings for reasons other
than (i) failure of the Concessionaire to comply with any MCI Regulations or
Applicable Law or Applicable Permit, or (ii) on account of breach of any MCI
Regulations or Applicable Law or Applicable Permit or of any contract, or (iii)
enforcement of this Agreement, or (iv) exercise of any of its rights under this
Agreement by the Authority;

(c) the discovery of geological conditions, toxic contamination or archaeological

remains on the Site or the Hospital premises that could not reasonably have been
expected to be discovered through a site inspection; or

(d) any event or circumstances of a nature analogous to any of the foregoing

23.3 Indirect Political Event

An Indirect Political Event shall mean one or more of the following acts or events:

(a) an act of war (whether declared or undeclared), invasion, armed conflict or act of
foreign enemy, blockade, embargo, riot, insurrection, terrorist or military action,
civil commotion or politically motivated sabotage;

(b) industry-wide or State-wide strikes or industrial action for a continuous period of

60(sixty ) days in an Accounting Year;

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 (c) any civil commotion, boycott or political agitation which prevents running of the
Medical College by the Concessionaire for a continuous period exceeding 60
(sixty) days in an Accounting Year;

(d) any Indirect Political Event that causes a Non-Political Event; or

(e) any event or circumstances of a nature analogous to any of the foregoing.

23.4 Political Event

A Political Event shall mean one or more of the following acts or events by or on account
of any Government Instrumentality:

(a) compulsory acquisition in national interest or expropriation of any Project Assets

or rights of the Concessionaire;

(b) unlawful or unauthorised or without jurisdiction revocation of, or refusal to renew

or grant without valid cause, any clearance, license, permit, authorisation, no
objection certificate, consent, approval or exemption required by the
Concessionaire or any of the Contractors to perform their respective obligations
under this Agreement and the Project Agreements; provided that such delay,
modification, denial, refusal or revocation did not result from the Concessionaire's
or any Contractor's inability or failure to comply with any condition relating to
grant, maintenance or renewal of such clearance, license, authorisation, no
objection certificate, exemption, consent, approval or permit;

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

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

23.5 Duty to report Force Majeure Event

23.5.1 Upon occurrence of a Force Majeure Event, the Affected Party shall by notice report such
occurrence to the other Party forthwith. Any notice pursuant hereto shall include full
particulars of:

(a) the nature and extent of each Force Majeure Event which is the subject of any
claim for relief under this Article 23 with evidence in support thereof;

(b) the estimated duration and the effect or probable effect which such Force Majeure
Event is having or will have on the Affected Party's performance of its obligations
under this Agreement;

(c) the measures which the Affected Party is taking or proposes to take for alleviating
the impact of such Force Majeure Event; and

(d) any other information relevant to the Affected Party's claim.

23.5.2 The Affected Party shall not be entitled to any relief for or in respect of a Force Majeure
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 Event unless it shall have notified the other Party of the occurrence of the Force Majeure
Event as soon as reasonably practicable, and in any event not later than 7 (seven) days
after the Affected Party knew, or ought reasonably to have known, of its occurrence, and
shall have given particulars of the probable material effect that the Force Majeure Event
is likely to have on the performance of its obligations under this Agreement.

23.5.3 For so long as the Affected Party continues to claim to be materially affected by such
Force Majeure Event, it shall provide the other Party with regular (and not less than
weekly) reports containing information as required by Clause 23.5.1, and such other
information as the other Party may reasonably request the Affected Party to provide.

23.6 Effect of Force Majeure Event on the Concession

23.6.1 Upon the occurrence of any Force Majeure Event prior to the Appointed Date, the period
set forth in Clauses 4.2.1 and 4.3.1 for fulfillment of all Condition Precedents set out in
Clauses 4.2.1 and 4.3.1 shall be extended by a period equal in length to the duration of
the Force Majeure Event.

23.6.2 At any time after the Appointed Date, if any Force Majeure Event occurs:

(a) before COD, the Concession Period and the dates set forth in the Project
Completion Schedule shall be extended by a period equal in length to the duration
for which such Force Majeure Event subsists; or

(b) after COD, whereupon the Medical College is closed for commercial operations,
the Concession Period shall be extended by a period, equal in length to the period
during which the Concessionaire was prevented from running the Medical
College.

23.7 Allocation of costs arising out of Force Majeure

23.7.1 Upon occurrence of any Force Majeure Event, the Parties shall bear their respective costs
and no Party shall be required to pay to the other Party any costs thereof.

23.7.2 Save and except as expressly provided in this Article 23, neither Party 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 or exercise of any right pursuant hereto.

23.8 Termination Notice for Force Majeure Event

If a Force Majeure Event subsists for a period of 180 (one hundred and eighty) days or
more within a continuous period of 365 (three hundred and sixty five) days either Party
may in its discretion terminate this Agreement by issuing a Termination Notice to the
other Party without being liable in any manner whatsoever, save as provided in this
Article 23, and upon issue of such Termination Notice, this Agreement shall,
notwithstanding anything to the contrary contained herein, stand terminated forthwith;
provided that before issuing such Termination Notice, the Party intending to issue the
Termination Notice shall inform the other Party of such intention and grant 15 (fifteen)
days’ time to make a representation, and may after the expiry of such 15 (fifteen) days
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 period, whether or not it is in receipt of such representation, in its sole discretion issue the
Termination Notice.

23.9 Termination Payment for Force Majeure Event

23.9.1 If the termination is due to a Non Political Event, Termination Payment payable to the
Concessionaire shall be lower of the following:

(a) Book Value of fixed assets forming part of the Total Project Cost and Specified
Assets; or

(b) Debt Due less amount claimed against Insurance Cover.

23.9.2 If Termination is on account of an Indirect Political Event, the Authority shall make a
Termination Payment to the Concessionaire in an amount equal to

(a) higher of the Book Value of fixed assets forming part of the Total Project Cost or
the Debt Due less amount claimed against Insurance Cover, if any. Provided the
Book Value or the Debt Due as the case may be shall not exceed the Total Project
Cost; and plus.

(b) an amount equivalent to the lower of the following :

(i) Book Value of the Specified Assets;

(ii) the replacement value of the Specified Assets, as assessed by an Approved

Valuer, who shall be selected and appointed by the Authority, within 15
(fifteen) days of Termination, for submitting his assessment within 30
(thirty) days of his appointment hereunder

provided that if any insurance claims forming part of the Insurance Cover are not
admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in
computation of the amount payable hereunder.

23.9.3 If Termination is on account of a Political Event, the Authority shall make a Termination
Payment to the Concessionaire in an amount that would be payable under Clause 26.3.3
as if it were the Authority’s Default subject to reduction of any compensation payable by
the Government Instrumentality due to Political Event.

Provided, no Termination Payment shall be payable to the Concessionaire if the

Concessionaire fails to maintain Insurance Cover as contemplated under Article 20 of this
Agreement.

23.10 Dispute resolution

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

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23.11 Excuse from performance of obligations

If the Affected Party is rendered wholly or partially unable to perform its obligations
under this Agreement because of a Force Majeure Event, it shall be excused from
performance of such of its obligations to the extent it is unable to perform on account of
such Force Majeure Event; provided that:

(a) the suspension of performance shall be of no greater scope and of no longer

duration than is reasonably required by the Force Majeure Event;

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

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

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 ARTICLE 24

COMPENSATION FOR BREACH OF AGREEMENT

24.1 Compensation for default by the Concessionaire

In the event of the Concessionaire being in material default or breach of this

Agreement, it shall pay to the Authority by way of compensation, all direct costs
suffered or incurred by the Authority as a consequence of such material default, within
30 (thirty) days of receipt of the demand supported by necessary particulars thereof;
provided that no compensation shall be payable under this Clause 24.1 for any breach
or default in respect of which Damages are expressly specified and payable under this
Agreement.

24.2 Compensation for default by the Authority

In the event of the Authority being in material default or breach of this Agreement at any
time after the Appointed Date, it shall pay to the Concessionaire by way of compensation,
all direct costs suffered or incurred by the Concessionaire as a consequence of such
material default within 30 (thirty) days of receipt of the demand supported by necessary
particulars thereof; provided that no such compensation shall be payable for any breach
or default in respect of which Damages have been expressly specified in this Agreement.
For the avoidance of doubt, compensation payable may include interest payments on
debt, O&M Expenses, any increase in capital costs on account of inflation and all other
costs directly attributable to such material default but shall not include loss of revenues or
debt repayment obligations, and for determining such compensation, information
contained in the Financial Package and the Financial Model may be relied upon to the
extent it is relevant.

24.3 Extension of Concession Period

In the event that a material default or breach of this Agreement set forth in Clause 26.2
causes delay in achieving COD, the Authority may in its discretion extend the
Concession Period, such extension may be equal to duration of the period by which COD
was delayed.

24.4 Compensation to be in addition

Compensation payable under this Article 24 shall be in addition to, and not in substitution
for, or derogation of, Termination Payment, if any.

24.5 Mitigation of costs and damage

The Affected Party shall make all reasonable efforts to mitigate or limit the costs and
damage arising out of or as a result of breach of Agreement by the other Party.

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 ARTICLE 25

SUSPENSION OF CONCESSIONAIRE’S RIGHTS

25.1 Suspension upon Concessionaire Default

Upon occurrence of a Concessionaire Default, the Authority shall be entitled, without

prejudice to its other rights and remedies under this Agreement including its rights of
Termination hereunder, to (i) suspend all rights of the Concessionaire under this
Agreement, and (ii) exercise such rights itself or authorise any other person to exercise
the same on its behalf during such suspension (the “Suspension”). Suspension hereunder
shall be effective forthwith upon issue of notice by the Authority to the Concessionaire
and may extend up to a period not exceeding 180 (one hundred and eighty) days from the
date of issue of such notice; provided that upon written request from the Concessionaire,
the Authority shall extend the aforesaid period of 180 (one hundred and eighty) days by a
further period not exceeding 90 (ninety) days.

25.2 Authority to act on behalf of Concessionaire

25.2.1 During the period of Suspension hereunder, all assets and liabilities in relation to the
Project shall continue to vest in the Concessionaire and all things done or actions taken,
including expenditure incurred by the Authority for discharging the obligations of the
Concessionaire under and in accordance with this Agreement and the Project
Agreements, shall be deemed to have been done or taken for and on behalf of the
Concessionaire and the Concessionaire undertakes to indemnify the Authority for all
costs incurred during such period. The Concessionaire hereby licenses and sub-licenses
respectively, the Authority or any other person authorised by it under this Article to use
during Suspension, all intellectual property belonging to or licensed to the
Concessionaire.

25.3 Revocation of Suspension

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

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

25.4 Substitution of Concessionaire

At any time during the period of Suspension, the Lenders’ Representative, on behalf of
Lenders, shall be entitled to substitute the Concessionaire under and in accordance with
the Substitution Agreement, and upon receipt of notice thereunder from the Lenders’
Representative thereunder, the Authority shall withhold Termination for a period not
exceeding 180 (one hundred and eighty) days from the date of Suspension, and any
extension thereof under Clause 29.3, for enabling the Lenders’ Representative to exercise
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 its rights of substitution on behalf of Lenders.

25.4 Termination

25.5.1 At any time during the period of Suspension under this Article 25, the Concessionaire
may by notice require the Authority to revoke the Suspension and issue a Termination
Notice. Subject to the rights of the Lenders’ Representative to undertake substitution in
accordance with the provisions of this Agreement and within the period specified in
Clause 25.4, the Authority shall within 15 (fifteen) days of receipt of such notice,
terminate this Agreement under and in accordance with Article 26.

25.5.2 Notwithstanding anything to the contrary contained in this Agreement, in the event that
Suspension is not revoked within 180 (one hundred and eighty) days from the date of
Suspension hereunder or within the extended period, if any, set forth in Clause 25.1, the
Agreement shall, upon expiry of the aforesaid period, be deemed to have been
terminated by mutual agreement of the Parties and all the provisions of this Agreement
shall apply, mutatis mutandis, to such Termination as if a Termination Notice had been
issued by the Authority upon occurrence of a Concessionaire Default.

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 ARTICLE 26

TERMINATION

26.1 Termination for Concessionaire Default

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

(a) the Performance Security has been encashed and appropriated in accordance with
Clause 9.3 and the Concessionaire fails to replenish or provide fresh Performance
Security within a Cure Period of 30 (thirty) days;

(b) subsequent to the replenishment or furnishing of fresh Performance Security in

accordance with Clause 9.3, the Concessionaire fails to cure, within a Cure Period
of 90 (ninety) days, the Concessionaire Default for which whole or part of the
Performance Security was appropriated;

(c) the Concessionaire does not achieve the latest outstanding Project Milestone due
in accordance with the provisions of Schedule-G and continues to be in default
for 90 (ninety) days;

(d) the Concessionaire abandons or manifests intention to abandon the

construction or operation of the Project without the prior written consent of the
Authority;

(e) Project Completion Date does not occur within the period specified in Clause
11.4.3;

(f) the Concessionaire is in breach of the Maintenance Requirements, ;

(g) the Concessionaire has failed to adhere to the MCI recognition requirements, or
has failed in maintaining the MCI recognition due to reasons solely attributable to
the Concessionaire;

(h) the Concessionaire has failed to employ on full time basis requisite number of
Qualified Medical Teaching Staff and Resident Doctors with adequate
qualifications in accordance with the MCI Regulations;

(i) the Qualified Medical Teaching Staff and Resident Doctors deployed by the
Concessionaire fails to report to the duty for continuous days of 5 days at Hospital
including Training Centres and the Concessionaire fails produce a suitable
replacement for him within 7 days of notifying him.

(j) a breach of any of the Project Agreements by the Concessionaire has caused a
Material Adverse Effect;
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 (k) the Concessionaire creates any Encumbrance in breach of this Agreement;

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

(j) a Change in Ownership has occurred in breach of the provisions of Clause 5.3;

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

(n) an execution levied on any of the assets of the Concessionaire and it has caused a
Material Adverse Effect;

(o) the Concessionaire is adjudged bankrupt or insolvent, or if a trustee or receiver is

appointed for the Concessionaire or for the whole or material part of its assets that
has a material bearing on the Project;

(p) any representation or warranty of the Concessionaire herein contained which is, as
of the date hereof, found to be materially false or the Concessionaire is at any time
hereafter found to be in breach thereof;

(u) the Concessionaire submits to the Authority any statement which has a material
effect on the Authority's rights, obligations or interests and which is false in
material particulars;

(v) the Concessionaire has failed to fulfil any obligation, for which failure
Termination has been specified in this Agreement; or

(w) the Concessionaire commits a default in complying with any other provision of
this Agreement if such a default causes a Material Adverse Effect on the
Authority.

26.1.2 Without prejudice to any other rights or remedies which the Authority may have under
this Agreement, upon occurrence of a Concessionaire Default, the Authority shall be
entitled to terminate this Agreement by issuing a Termination Notice to the
Concessionaire; provided that before issuing the Termination Notice, the Authority shall
by a notice inform the Concessionaire of its intention to issue such Termination Notice
and grant 15 (fifteen) days to the Concessionaire to make a representation, and may after
the expiry of such 15 (fifteen) days, whether or not it is in receipt of such representation,
issue the Termination Notice, subject to the provisions of Clause 26.1.3.

26.1.3 The Authority shall, if there be Senior Lenders, send a copy of its notice of intention to issue
a Termination Notice referred to in Clause 26.1.2 to inform the Lenders’ Representative and
grant 15 (fifteen) days to the Lender’s Representative, for making a representation on behalf
of the Senior Lenders stating the intention to substitute the Concessionaire in accordance with
the Substitution Agreement. In the event the Authority receives such representation on behalf
of Senior Lenders, it shall, in its discretion, either withhold Termination for a period not
exceeding 180 (one hundred and eighty) days from the date of such representation or exercise
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 its right of Suspension, as the case may be, for enabling the Lenders‟ Representative to
exercise the Senior Lender’s right of substitution in accordance with the Substitution
Agreement.

Provided that the Lender’s Representative may, instead of exercising the Senior Lender’s
right of substitution, procure that the default specified in the notice is cured within the
aforesaid period of 180 (one hundred and eighty) days, and upon such curing thereof, the
Authority shall withdraw its notice referred to above and restore all the rights of the
Concessionaire.

Provided further that upon written request from the Lender’s Representative and the
Concessionaire, the Authority shall extend the aforesaid period of 180 (one hundred and
eighty) days by such further period not exceeding 90 (ninety) days, as the Authority may
deem appropriate

26.2 Termination for the Authority’s Default

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

(a) the Authority commits a material default in complying with any of the
provisions of this Agreement and such default has a Material Adverse Effect on
the Concessionaire;

(b) the Authority has failed upgrade the Hospital as per the MCI Regulations;

(c) the Authority has failed to adhere to the MCI recognition requirements, or has
failed in maintaining the MCI recognition due to reasons solely attributable to the
Authority;

(d) the Authority repudiates this Agreement or otherwise takes any action to or
manifests an irrevocable intention not to be bound by this Agreement; or

(e) the Authority refuses access to the Hospital including Training Centres to
Qualified Medical Teaching Staff, Resident Doctors and Students of the Medical
College without assigning any reasons thereof.

26.2.2 Without prejudice to any other right or remedy which the Concessionaire may have under
this Agreement, upon occurrence of an the Authority’s Default, the Concessionaire shall,
subject to the provisions of the Substitution Agreement, be entitled to terminate this
Agreement by issuing a Termination Notice to the Authority provided that before issuing
the Termination Notice, the Concessionaire shall by a notice inform the Authority of its
intention to issue the Termination Notice and grant 15 (fifteen) days to the Authority to
make a representation, and may after the expiry of such 15 (fifteen) days, whether or not
it is in receipt of such representation, issue the Termination Notice.

26.3 Termination Payment

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26.3.1 Upon Termination on account of a Concessionaire Default during the Operation Period,
the Authority shall pay to the Concessionaire, by way of Termination Payment, which
shall be limited to 70% (seventy percent) of lower of the following amounts, less
Insurance Cover:

(a) Book Value of fixed assets forming part of the Total Project Cost and Specified
Assets;

(b) the replacement value of fixed assets forming part of the Total Project Cost and
the Specified Assets, as assessed by an Approved Valuer, who shall be selected
and appointed by the Authority, within 15 (fifteen) days of Termination, for
submitting his assessment within 30 (thirty) days of his appointment hereunder

Provided that if any insurance claims forming part of the Insurance Cover are not
admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in
computation of the amount payable hereunder.

26.3.2 For the avoidance of doubt, the Concessionaire hereby acknowledges that no
Termination Payment shall be due or payable on account of a Concessionaire Default
occurring prior to COD.

26.3.3 Upon Termination on account of a the Authority’s Default, the Authority shall pay to the
Concessionaire, by way of Termination Payment, which shall be limited to the 115%
(one hundred fifteen percent) of lower of the following amounts, less Insurance Cover :

(a) Book Value of fixed assets forming part of the Total Project Cost and the
Specified Assets;

(b) the replacement value of fixed assets forming part of the Total Project Cost and
the Specified Assets, as assessed by an Approved Valuer, who shall be selected
and appointed by the Authority, within 15 (fifteen) days of Termination, for
submitting his assessment within 30 (thirty) days of his appointment hereunder

Provided that if any insurance claims forming part of the Insurance Cover are not
admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in
computation of the amount payable hereunder.

26.3.4 Termination Payment shall become due and payable to the Concessionaire within 15
(fifteen) days of a demand being made by the Concessionaire to the Authority with the
necessary particulars, and in the event of any delay, the Authority shall pay interest at a
rate equal to 2% above the SBI PLR on the amount of Termination Payment remaining
unpaid; provided that such delay shall not exceed 90 (ninety) days. For the avoidance of
doubt, it is expressly agreed that Termination Payment shall constitute full discharge by
the Authority of its payment obligations in respect thereof hereunder.

26.4 Upon Termination on expiry of the Concession Period by efflux of time, no

Termination Payment shall be due and payable to the Concessionaire.

26.5 The Concessionaire expressly agrees that Termination Payment under this Article 26
shall constitute a full and final settlement of all claims of the Concessionaire on
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 account of Termination of this Agreement for any reason whatsoever and that the
Concessionaire or any shareholder thereof shall not have any further right or claim
under any law, treaty, convention, contract or otherwise.

26.6 Other rights and obligations of the Authority

Upon Termination for any reason whatsoever, the Authority shall:

(a) be deemed to have taken possession and control of the Project forthwith;

(b) take possession and control of all materials, stores, implements, construction
plants and Equipment and all other Project Facilities on or about the Site;

(c) be entitled to restrain the Concessionaire and any person claiming through or
under the Concessionaire from entering upon the Site or any part of the Project;

(d) require the Concessionaire to comply with the Service Continuity and Divestment
Requirements set forth in Clause 27.1; and

(e) succeed upon election by the Authority, without the necessity of any further
action by the Concessionaire, to the interests of the Concessionaire under such of
the Project Agreements as the Authority may in its discretion deem appropriate,
and shall upon such election be liable to the Contractors only for compensation
accruing and becoming due and payable to them under the terms of their
respective Project Agreements from and after the date the Authority elects to
succeed to the interests of the Concessionaire. For the avoidance of doubt, it is
hereby agreed, and the Concessionaire hereby acknowledges, that all sums
claimed by such Contractors as being due and owing for works and Services
performed or accruing on account of any act, omission or event prior to such
date shall constitute debt between the Concessionaire and such Contractors, and
the Authority shall not in any manner be liable for such sums. It is further
agreed that in the event the Authority elects to cure any outstanding defaults
under such Project Agreements, the amount expended by the Authority for this
purpose shall be deducted from the Termination Payment.

26.7 Survival of rights

Notwithstanding anything to the contrary contained in this Agreement, any Termination

pursuant to the provisions of this Agreement shall be without prejudice to the accrued
rights of either Party including its right to claim and recover money damages, insurance
proceeds, security deposits, and other rights and remedies, which it may have in law or
contract. All rights and obligations of either Party under this Agreement, including
Termination Payments and Divestment Requirements, shall survive the Termination to
the extent such survival is necessary for giving effect to such rights and obligations.

26.8 Renewal

26.8.1 At least [36 (thirty six)] months prior to the date of expiry of this Agreement, i.e. the
expiry of the Concession Period, the Authority shall have the right to renew this
Agreement for such additional period and on such terms and conditions as may be
mutually agreed with the Concessionaire, which agreement shall be concluded at least 30
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 (thirty) months prior to the date of expiry of this Agreement. It is agreed that such
renewed additional period shall be for a period of another [33 (thirty three) years] from
the date of expiry of this Agreement.

26.8.2 In the event the Parties are unable to mutually agree and renew the term of this
Agreement in the manner specified in Clause 26.8.1 above or the Authority decides not to
renew this Agreement for any reason whatsoever and accordingly, invites proposals
through a competitive bidding process (within a period of 12 (twelve) months from the
date of expiry of this Agreement) for the selection of the Developer for running of the
Medical College, then under such circumstances the Concessionaire shall have the right
to participate in such competitive bidding process and have the right to match the best bid
(in case best bidder is an entity other than the Concessionaire) and undertake the Project
on such terms and conditions as may be agreed with the Authority.

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 ARTICLE 27

SERVICE CONTINUITY AND DIVESTMENT OF RIGHTS AND INTEREST

27.1 Service Continuity

Notwithstanding Article 26, upon Termination, the Concessionaire shall comply with and
conform to the following Divestment Requirements:

(a) submit to the Authority, a plan outlining the handover procedures, training of
the Authority staff and plan for management of human resources (the “Service
Continuity Plan”); and

(b) the Concessionaire shall continue operation of the Project for a period of 90
(ninety) days from the date of Termination of this Agreement (the “Service
Continuity”), and during this period, the Authority shall reimburse to the
Concessionaire based on actual cost incurred by it against submission of
documentary supportings.

27.2 Divestment Requirements

27.2.1 Upon Termination, the Concessionaire shall comply with and conform to the following
Divestment Requirements:

(a) notify to the Authority forthwith the location and particulars of all Project Assets;

(b) deliver forthwith the actual or constructive possession of the Project free and
clear of all Encumbrances,;

(c) cure all Project Assets, including all defects and deficiencies so that the
Project is compliant with the Maintenance Requirements; provided that in the
event of Termination during the Construction Period, all Project Assets shall be
handed over on 'as is where is' basis after bringing them to a safe condition;

(d) deliver relevant records and reports pertaining to the Project and its design,
monitoring, construction, operation and maintenance, including all programmes
and manuals pertaining thereto, and complete 'as built' Drawings as on the
Transfer Date;

(e) the staff recruited by the Concessionaire including the teaching faculty, medical
personnel and officers/staff/representatives, shall not be transferred to the
Authority upon termination of this Agreement;

(g) transfer and/or deliver all Applicable Permits to the extent permissible under
Applicable Laws;

(h) execute such deeds of conveyance, documents and other writings as the
the Authority may reasonably require for conveying, divesting and assigning all
the rights, title and interest of the Concessionaire in the Project, including the
right to receive outstanding insurance claims to the extent due and payable to the
Authority, absolutely unto the Authority or its nominee; and
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 (i) comply with all other requirements as may be prescribed or required under
Applicable Laws for completing the divestment and assignment of all rights, title
and interest of the Concessionaire in the Project, free from all Encumbrances,
absolutely unto the Authority or to its nominee.

27.2.2 It is clarified that only the assets of the Concessionaire shall be taken over and not the
liabilities, including without limitation liabilities relating to staff and personnel related
obligations of the Concessionaire and the Persons claiming through or under the
Concessionaire. All such staff and employees shall be the responsibility of the
Concessionaire/such Persons even after the expiry of the Concession Period and they
shall have no claim to any type of employment or compensation from the Authority or
UT Administration or their nominated agency.

27.3 Inspection and cure

Not earlier than 90 (ninety) days before Termination but not later than 15 (fifteen) days
before the effective date of such Termination, the Authority shall verify, after giving
due notice to the Concessionaire of the time, date and venue of such verification,
compliance by the Concessionaire with the Maintenance Requirements, and if required,
cause appropriate tests to be carried out at the Concessionaire’s cost for this purpose.
Defaults, if any, in the Maintenance Requirements shall be cured by the Concessionaire
at its cost and the provisions of Article 29 shall apply, mutatis mutandis, in relation to
curing of defects or deficiencies under this Article 28.

27.4 Vesting Certificate

The divestment of all rights, title and interest in the Project shall be deemed to be
complete on the date when all of the Divestment Requirements have been fulfilled, and
the Authority shall, without unreasonable delay, thereupon issue a certificate substantially
in the form set forth in Schedule-P (the “Vesting Certificate”), which will have the
effect of constituting evidence of divestment by the Concessionaire of all of its rights,
title and interest in the Project, and their vesting in the Authority pursuant hereto. It is
expressly agreed that any defect or deficiency in the Divestment Requirements shall not
in any manner be construed or interpreted as restricting the exercise of any rights by the
Authority or its nominee on, or in respect of, the Project on the footing that all
Divestment Requirements have been complied with by the Concessionaire.

27.5 Additional Facilities

Notwithstanding anything to the contrary contained in this Agreement, all Additional

Facilities shall continue to vest in the Concessionaire upon and after Termination.

27.6 Divestment costs etc.

27.6.1 The Concessionaire shall bear and pay all costs incidental to divestment of all of the
rights, title and interest of the Concessionaire in the Project in favour of the Authority
upon Termination, save and except that all stamp duties payable on any deeds or
Documents executed by the Concessionaire in connection with such divestment shall be
borne by the Authority.

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27.6.2 In the event of any dispute relating to matters covered by and under this Article 27, the
Dispute Resolution Procedure shall apply.

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 ARTICLE 28

DEFECTS LIABILITY AFTER TERMINATION

28.1 Liability for defects after Termination

The Concessionaire shall be responsible for all defects and deficiencies in the Project for
a period of 120 (one hundred and twenty) (the “Defect Liability Period”) days after
Termination, and it shall have the obligation to repair or rectify, at its own cost, all
defects and deficiencies observed by the Authority or their representatives in the Project
during the aforesaid period. In the event that the Concessionaire fails to repair or rectify
such defect or deficiency within a period of 15 (fifteen) days from the date of notice
issued by the Authority in this behalf, the Authority shall be entitled to get the same
repaired or rectified at the Concessionaire's risk and cost so as to make the Project
conform to the Maintenance Requirements. All costs incurred by the Authority hereunder
shall be reimbursed by the Concessionaire to the Authority within 15 (fifteen) days of
receipt of demand thereof, and in the event of default in reimbursing such costs, the
Authority shall be entitled to recover the same from appropriation of the Performance
Security.

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 ARTICLE 29

ASSIGNMENT AND CHARGES

29.1 Restrictions on assignment and charges

29.1.1 Subject to Clauses 29.2 and 29.3, this Agreement shall not be assigned by the
Concessionaire to any person, save and except with the prior consent in writing of the
Authority, which consent the Authority shall be entitled to decline without assigning any
reason.

29.1.2 Subject to the provisions of Clause 29.2, the Concessionaire shall not create nor permit to
subsist any Encumbrance, or otherwise transfer or dispose of all or any of its rights and
benefits under this Agreement or any Project Agreement to which the Concessionaire is a
party except with prior consent in writing of the Authority, which consent the Authority
shall be entitled to decline without assigning any reason.

29.2 Permitted assignment and charges

The restraints set forth in Clause 29.1 shall not apply to:

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

(b) mortgages/pledges/hypothecation of goods/assets other than Project Assets, and

their related documents of title, arising or created in the ordinary course of
business of the Project, and as security only for indebtedness to the Senior
Lenders under the Financing Agreements and/or for working capital arrangements
for the Project;

(c) assignment of rights, interest and obligations of the Concessionaire to or in favour

of the Lenders’ Representative as nominee and for the benefit of the Lenders, to
the extent covered by and in accordance with the Substitution Agreement as
security for financing provided by Lenders under the Financing Agreements; and

(d) liens or Encumbrances required by any Applicable Law.

29.3 Substitution Agreement

29.3.1 In case of default by the Concessionaire under the Financing Agreements or issue of
Termination Notice by the Authority, the Lenders’ Representative, on behalf of Lenders,
may exercise the right to substitute the Concessionaire in accordance with the agreement
for substitution of the Concessionaire (the “Substitution Agreement”), which may be
entered into amongst the Concessionaire, the Authority and the Lenders’ Representative,
on behalf of Lenders, substantially in the form set forth in Schedule - V.

29.3.2 Upon substitution of the Concessionaire under and in accordance with the Substitution
Agreement, the Nominated Company substituting the Concessionaire shall be deemed to
be the Concessionaire under this Agreement and shall enjoy all rights and be responsible
for all obligations of the Concessionaire under this Agreement as if it were the
Concessionaire; provided that where the Concessionaire is in breach of this Agreement on
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 the date of such substitution, the Authority shall by notice grant a Cure Period of [120
(one hundred and twenty)] days to the Concessionaire for curing such breach. Provided
further that any such substitution shall be for the remaining period of Concession only.

29.3 Assignment by the Authority

Notwithstanding anything to the contrary contained in this Agreement, the Authority

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

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 ARTICLE 30

LIABILITY AND INDEMNITY

30.1 General indemnity

30.1.1 The Concessionaire will indemnify, defend, save and hold harmless the Authority and its
officers, servants, agents, Government Instrumentalities and UT Administration /
Government owned and/or controlled entities/enterprises, (the “Authority’s Indemnified
Persons”) against any and all suits, proceedings, actions, demands and third party claims
for any loss, damage, cost and expense of whatever kind and nature arising out of any
breach by the Concessionaire of any of its obligations under this Agreement or any
related agreement or on account of any defect or deficiency in the provision of Services
by the Concessionaire to any Student and / or Patient, except to the extent that any such
suits, proceedings, actions, demands and claims have arisen due to any negligent act or
omission, or breach of this Agreement on the part of the Authority’s Indemnified Persons.

30.1.2 The Authority will indemnify, defend, save and hold harmless the Concessionaire against
any and all suits, proceedings, actions, demands and third party claims for any loss,
damage, cost and expense of whatever kind and nature arising out of (i) defect in title
and/or the rights of the Authority in the land comprised in the Site, and/or (ii) breach by
the Authority of any of its obligations under this Agreement or any related agreement,
which materially and adversely affect the performance by the Concessionaire of its
obligations under this Agreement, save and except that where any such claim, suit,
proceeding, action, and/or demand has arisen due to a negligent act or omission, or breach
of any of its obligations under any provision of this Agreement or any related agreement
and/or breach of its statutory duty on the part of the Concessionaire, its contractors,
servants or agents, the same shall be the liability of the Concessionaire.

30.2 Indemnity by the Concessionaire

30.2.1 Without limiting the generality of Clause 30.1, the Concessionaire shall fully indemnify,
hold harmless and defend the Authority and the Authority’s Indemnified Persons from
and against any and all loss and/or damages arising out of or with respect to:

(a) failure of the Concessionaire to comply with Applicable Laws and Applicable
Permits;

(b) payment of taxes required to be made by the Concessionaire in respect of the

income or other taxes of the Concessionaire’s contractors, suppliers and
representatives; or

(c) non-payment of amounts due as a result of materials or Services furnished to

the Concessionaire or any of its contractors which are payable by the
Concessionaire or any of its contractors or sub-contractors.

30.2.2 Without limiting the generality of the provisions of this Article 30, the Concessionaire
shall fully indemnify, hold harmless and defend the Authority’s Indemnified Persons
from and against any and all suits, proceedings, actions, claims, demands, liabilities and
damages which the Authority’s Indemnified Persons may hereafter suffer, or pay by
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 reason of any demands, claims, suits or proceedings arising out of claims of
infringement of any domestic or foreign patent rights, copyrights or other intellectual
property, proprietary or confidentiality rights with respect to any materials, information,
design or process used by the Concessionaire or by the Concessionaire's Contractors in
performing the Concessionaire's obligations or in any way incorporated in or related to
the Project. If in any such suit, action, claim or proceedings, a temporary restraint order
or preliminary injunction is granted, the Concessionaire shall make every reasonable
effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension
of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the
Project, or any part thereof or comprised therein, is held to constitute an infringement
and its use is permanently enjoined, the Concessionaire shall promptly make every
reasonable effort to secure for the Authority a license, at no cost to the Authority,
authorising continued use of the infringing work. If the Concessionaire is unable to
secure such license within a reasonable time, the Concessionaire shall, at its own
expense, and without impairing the Specifications and Standards, either replace the
affected work, or part, or process thereof with non-infringing work or part or process, or
modify the same so that it becomes non-infringing.

30.3 Notice and contest of claims

In the event that either Party receives a claim or demand from a third party in respect of
which it is entitled to the benefit of an indemnity under this Article 30 (the “Indemnified
Party”) it shall notify the other Party (the “Indemnifying Party”) within 15 (fifteen)
days of receipt of the claim or demand and shall not settle or pay the claim without the
prior approval of the Indemnifying Party, which approval shall not be unreasonably
withheld or delayed. In the event that the Indemnifying Party wishes to contest or dispute
the claim or demand, it may conduct the proceedings in the name of the Indemnified
Party, subject to the Indemnified Party being secured against any costs involved, to its
reasonable satisfaction.

30.4 Defence of claims

30.4.1 The Indemnified Party shall have the right, but not the obligation, to contest, defend and
litigate any claim, action, suit or proceeding by any third party alleged or asserted against
such Party in respect of, resulting from, related to or arising out of any matter for which it
is entitled to be indemnified hereunder, and reasonable costs and expenses thereof shall
be indemnified by the Indemnifying Party. If the Indemnifying Party acknowledges in
writing its obligation to indemnify the Indemnified Party in respect of loss to the full
extent provided by this Article 30, the Indemnifying Party shall be entitled, at its option,
to assume and control the defence of such claim, action, suit or proceeding, liabilities,
payments and obligations at its expense and through the counsel of its choice; provided it
gives prompt notice of its intention to do so to the Indemnified Party and reimburses the
Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party
prior to the assumption by the Indemnifying Party of such defence. The Indemnifying
Party shall not be entitled to settle or compromise any claim, demand, action, suit or
proceeding without the prior written consent of the Indemnified Party, unless the
Indemnifying Party provides such security to the Indemnified Party as shall be reasonably
required by the Indemnified Party to secure the loss to be indemnified hereunder to the
extent so compromised or settled.

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30.4.2 If the Indemnifying Party has exercised its rights under Clause 30.3, the Indemnified
Party shall not be entitled to settle or compromise any claim, action, suit or proceeding
without the prior written consent of the Indemnifying Party (which consent shall not be
unreasonably withheld or delayed).

30.4.3 If the Indemnifying Party exercises its rights under Clause 30.3, the Indemnified Party
shall nevertheless have the right to employ its own counsel, and such counsel may
participate in such action, but the fees and expenses of such counsel shall be at the
expense of the Indemnified Party, when and as incurred, unless:

(a) the employment of counsel by such party has been authorised in writing by the
Indemnifying Party; or

(b) the Indemnified Party shall have reasonably concluded that there may be a
conflict of interest between the Indemnifying Party and the Indemnified Party in
the conduct of the defence of such action; or

(c) the Indemnifying Party shall not, in fact, have employed independent counsel
reasonably satisfactory to the Indemnified Party, to assume the defence of such
action and shall have been so notified by the Indemnified Party; or

(d) the Indemnified Party shall have reasonably concluded and specifically
notified the Indemnifying Party either:

(i) that there may be specific defences available to it which are different
from or additional to those available to the Indemnifying Party; or

(ii) that such claim, action, suit or proceeding involves or could have a
Material Adverse Effect upon it beyond the scope of this Agreement.

Provided that if Sub-clauses (b), (c) or (d) of this Clause 30.4.3 shall be applicable, the
counsel for the Indemnified Party shall have the right to direct the defence of such claim,
demand, action, suit or proceeding on behalf of the Indemnified Party, and the reasonable
fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

30.5 No consequential claims

Notwithstanding anything to the contrary contained in this Article 30, the indemnities
herein provided shall not include any claim or recovery in respect of any cost, expense,
loss or damage of an indirect, incidental or consequential nature, including loss of profit,
except as expressly provided in this Agreement.

30.6 Survival on Termination

The provisions of this Article 30 shall survive Termination of this Agreement.

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 ARTICLE 31

RIGHTS AND TITLE OVER THE SITE

31.1 Licensee’s rights

For the purpose of this Agreement, the Concessionaire shall have rights to the use of the
Site as licensee subject to and in accordance with the license agreement, and to this end,
it may regulate the entry and use of the Project by third parties in accordance with and
subject to the provisions of the lease agreement and this Agreement.

31.2 Access rights of the Authority and others

31.2.1 The Concessionaire shall allow free access to the Site at all times for the authorised
representatives and vehicles of the Authority, and the Independent Engineer, and for the
persons and vehicles duly authorised by any Government Instrumentality to inspect the
Project or to investigate any matter within their authority, and upon reasonable notice,
the Concessionaire shall provide to such persons reasonable assistance necessary to
carry out their respective duties and functions.

31.2.2 The Concessionaire shall, for the purpose of operation and maintenance of any utility,
allow free access to the Site at all times for the authorised persons and vehicles of the
controlling body of such utility.

31.3 Local taxes (including Property Tax) payable to the Local Municipality Authorities

The Concessionaire shall for the Concession Period reimburse from time to time the
actual taxes / charges (including Property Tax) payable to the local municipality
authorities by the Authority for the Site within 15 (fifteen) days of the demand made by
the Authority.

31.4 Restriction on sub-licensing

The Concessionaire shall not sublicense or sublet the whole or any part of the Site, save
and except as may be expressly set forth in this Agreement; provided that nothing
contained herein shall be construed or interpreted as restricting the right of the
Concessionaire to appoint Contractors for the performance of its obligations hereunder
including for operation and maintenance of all or any part of the Project.

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 ARTICLE 32

DISPUTE RESOLUTION

32.1 Dispute resolution

32.1.1 Any dispute, difference or controversy of whatever nature howsoever arising under or out
of or in relation to this Agreement (including its interpretation) between the Parties, and
so notified in writing by either Party to the other Party (the “Dispute”) shall, in the first
instance, be attempted to be resolved amicably in accordance with the conciliation
procedure set forth in Clause 32.2.

32.1.2 The Parties agree to use their best efforts for resolving all Disputes arising under or in
respect of this Agreement promptly, equitably and in good faith, and further agree to
provide each other with reasonable access during normal business hours to all non-
privileged records, information and data pertaining to any Dispute.

32.2 Conciliation

In the event of any Dispute between the Parties, either Party may refer the Dispute to the
Administrator of the Union Territory of Dadra and Nagar Haveli to mediate and assist
the Parties in arriving at an amicable settlement thereof and upon such reference, the said
persons shall meet no later than 7 (seven) days from the date of reference to discuss and
attempt to amicably resolve the Dispute. If such meeting does not take place within the 7
(seven) day period or the Dispute is not amicably settled within 15 (fifteen) days of the
meeting or the Dispute is not resolved as evidenced by the signing of written terms of
settlement within 30 (thirty) days of the notice in writing referred to in Clause 32.2 or
such longer period as may be mutually agreed by the Parties, either Party may refer the
Dispute to arbitration in accordance with the provisions of Clause 32.3.

32.3 Arbitration

32.3.1 Any Dispute which is not resolved amicably by conciliation, as provided in Clause 32.2,
shall be finally decided by reference to arbitration by a Board of Arbitrators appointed in
accordance with Clause 32.3.2. Such arbitration shall be held in accordance with the
[Rules of Arbitration of the International Centre for Alternative Dispute Resolution,
New Delhi] (the “Rules”), or such other rules as may be mutually agreed by the Parties,
and shall be subject to the provisions of the Arbitration Act. The venue of such
arbitration shall be Silvassa, and the language of arbitration proceedings shall be
English.

32.3.2 There shall be a Board of three arbitrators, of whom each Party shall select one, and the
third arbitrator shall be appointed by the two arbitrators so selected, and in the event of
disagreement between the two arbitrators, the appointment shall be made in accordance
with the Rules.

32.3.3 The arbitrators shall make a reasoned award (the “Award”). Any Award made in any
arbitration held pursuant to this Article 32 shall be final and binding on the Parties as
from the date it is made, and the Concessionaire and the Authority agree and undertake to
carry out such Award without delay.

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32.3.4 The Concessionaire and the Authority agree that an Award may be enforced against the
Concessionaire and/or the Authority, as the case may be, and their respective assets
wherever situated.

32.3.5 This Agreement and the rights and obligations of the Parties shall remain in full force and
effect, pending the Award in any arbitration proceedings hereunder.

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 ARTICLE 33

DISCLOSURE

33.1 Disclosure of Specified Documents

The Concessionaire shall make available for inspection by any person, copies of this
Agreement, the Maintenance Manual, the Maintenance Programme, the Maintenance
Requirements, Financial Statements and such other document as may be specified by the
Authority from time to time (hereinafter collectively referred to as the “Specified
Documents”), free of charge, during normal business hours on all working days at the
Concessionaire’s Registered Office.

33.2 The Concessionaire shall also furnish to the Authority and /or UT Administration such
other information as the Authority and / or UT Administration, as the case may be may
reasonably require, at specified intervals, in discharge of its statutory functions including
the Authority’s and / or UT Administration’s statutory obligations under the Right to
Information Act.

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 ARTICLE 34

MISCELLANEOUS

34.1 Governing law and jurisdiction

This Agreement shall be construed and interpreted in accordance with and governed by
the laws of India, and the courts at Silvassa have jurisdiction over matters arising out of
or relating to this Agreement.

34.2 Waiver of immunity

Each Party unconditionally and irrevocably:

(a) agrees that the execution, delivery and performance by it of this Agreement
constitute commercial acts done and performed for commercial purpose;

(b) agrees that, should any proceedings be brought against it or its assets, property
or revenues in any jurisdiction in relation to this Agreement or any transaction
contemplated by this Agreement, no immunity (whether by reason of sovereignty
or otherwise) from such proceedings shall be claimed by or on behalf of the Party
with respect to its assets;

(c) waives any right of immunity which it or its assets, property or revenues now
has, may acquire in the future or which may be attributed to it in any jurisdiction;
and

(d) consents generally in respect of the enforcement of any judgment or award

against it in any such proceedings to the giving of any relief or the issue of any
process in any jurisdiction in connection with such proceedings (including the
making, enforcement or execution against it or in respect of any assets, property
or revenues whatsoever irrespective of their use or intended use of any order or
judgment that may be made or given in connection therewith).

34.3 Depreciation

For the purposes of depreciation under the Applicable Laws, the property representing the
capital investment made by the Concessionaire in the Project shall be deemed to be
acquired and owned by the Concessionaire. For the avoidance of doubt, the Authority
shall not in any manner be liable in respect of any claims for depreciation to be made by
the Concessionaire under the Applicable Laws.

34.4 Delayed payments

The Parties hereto agree that payments due from one Party to the other Party under the
provisions of this Agreement shall be made within the period set forth therein and if no
such period is specified, within 15 (fifteen) days of receiving a demand alongwith the
necessary particulars. In the event of delay beyond such period, the defaulting Party shall
pay interest for the period of delay calculated at a rate equal to 2% above the SBI PLR,
and recovery thereof shall be without prejudice to the rights of the Parties under this
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 Agreement including Termination thereof.

34.5 Waiver

34.5.1 Waiver, including partial or conditional waiver, by either Party of any default by the other
Party in the observance and performance of any provision of or obligations under this
Agreement:

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

(b) shall not be effective unless it is in writing and executed by a duly authorised
representative of the Party; and

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

34.5.2 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 thereunder nor time
or other indulgence granted by a Party to the other Party shall be treated or deemed as
waiver of such breach or acceptance of any variation or the relinquishment of any such
right hereunder.

34.6 Liability for review of Documents and Drawings

Except to the extent expressly provided in this Agreement:

(a) no review, comment or approval by the Authority or the Independent Engineer

of any Project Agreement, Document or Drawing submitted by the
Concessionaire nor any observation or inspection of the construction, operation
or maintenance of the Project nor the failure to review, approve, comment,
observe or inspect hereunder shall relieve or absolve the Concessionaire from its
obligations, duties and liabilities under this Agreement, the Applicable Laws
and Applicable Permits; and

(b) the Authority shall not be liable to the Concessionaire by reason of any review,
comment, approval, observation or inspection referred to in Sub-clause (a) above.

34.7 Exclusion of implied warranties etc.

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

34.8 Survival

34.8.1 Termination shall:

(a) not relieve the Concessionaire or the Authority, as the case may be, of any
obligations hereunder which expressly or by implication survive Termination
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 hereof; and

(b) except as otherwise provided in any provision of this Agreement expressly

limiting the liability of either Party, 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.

34.8.2 All obligations surviving Termination shall only survive for a period of 3 (three) years
following the date of such Termination.

34.9 Entire Agreement

This Agreement and the Schedules together constitute a complete and exclusive statement
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 such modification
or amendment is agreed to in writing by the Parties and duly executed by persons
especially empowered in this behalf by the respective Parties. [All prior written or oral
understandings, offers or other communications of every kind pertaining to this
Agreement are abrogated and withdrawn.]

34.10 Severability

If for any reason whatever, any provision of this Agreement is or becomes invalid, illegal
or unenforceable or is declared by any court of competent jurisdiction or any other
instrumentality to be invalid, illegal or unenforceable, the validity, legality or
enforceability of the remaining provisions shall not be affected in any manner, and the
Parties will negotiate in good faith with a view to agreeing to one or more provisions
which may be substituted for such invalid, unenforceable or illegal provisions, as nearly
as is practicable to such invalid, illegal or unenforceable provision. Failure to agree upon
any such provisions shall not be subject to the Dispute Resolution Procedure set forth
under this Agreement or otherwise.

34.11 No partnership

This Agreement shall not be interpreted or construed to create an association, joint

venture or partnership between the Parties, or to impose any partnership obligation or
liability upon either Party, and neither Party shall have any right, power or authority to
enter into any agreement or undertaking for, or act on behalf of, or to act as or be an agent
or representative of, or to otherwise bind, the other Party.

34.12 Third Parties

This Agreement is intended solely for the benefit of the Parties, and their respective
successors and permitted assigns, and nothing in this Agreement shall be construed to
create any duty to, standard of care with reference to, or any liability to, any person not a
Party to this Agreement.

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34.13 Successors and Assigns

This Agreement shall be binding upon, and inure to the benefit of the Parties and their
respective successors and permitted assigns.

34.14 Notices

Any notice or other communication to be given by any Party to the other Party under or
in connection with the matters contemplated by this Agreement shall be in writing and
shall:

(a) in the case of the Concessionaire, be given by facsimile and by letter delivered
by hand to the address given and marked for attention of the person set out below
or to such other person as the Concessionaire may from time to time designate by
notice to the Authority; provided that notices or other communications to be given
to an address outside Silvassa may, if they are subsequently confirmed by sending
a copy thereof by registered acknowledgement due, air mail or by courier, be sent
by facsimile to the number as the Concessionaire may from time to time designate
by notice to the Authority;

(b) in the case of the Authority, be given by facsimile and by letter delivered by
hand and be addressed to the Chairman of the Authority with a copy delivered to
the Authority’s Representative or such other person as the Authority may from
time to time designate by notice to the Concessionaire; provided that if the
Concessionaire does not have an office in Silvassa it may send such notice by
facsimile and by registered acknowledgement due, air mail or by courier; and

(c) any notice or communication by a Party to the other Party, given in

accordance herewith, shall be deemed to have been delivered when in the normal
course of post it ought to have been delivered.

34.15 Language

All notices required to be given by one Party to the other Party and all other
communications, Documentation and proceedings which are in any way relevant to this
Agreement shall be in writing and in English language.

34.16 Counterparts

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

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 ARTICLE 35

DEFINITIONS

35.1 Definitions

In this Agreement, the following words and expressions shall, unless repugnant to the
context or meaning thereof, have the meaning hereinafter respectively assigned to them:

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

“Additional Auditors” shall have the meaning as set forth in Clause 21.2.3;

“Additional Facilities” means the facilities such as building, hostel, etc. that the
Concessionaire may, in its discretion and subject to Applicable Laws, provide or procure
for the benefit of the Students / faculty members, and which are in addition to the Project
Facilities, and not situated on the Site;

“Additional Fee” shall have the meaning set forth in Clause 19.1.2.

“Admission Principle” means the principles for admission of Students set out in
Schedule-K;

“Affected Party” shall have the meaning set forth in Clause 23.1;

“Agreement” or “Concession Agreement” means this Agreement, its Recitals, the

Schedules hereto and any amendments thereto made in accordance with the provisions
contained in this Agreement;

“Annual Student Intake Capacity” shall have the meaning as set forth in Clause 18.1.1;

“Appendix” shall have the meaning as set forth in Clause 10.3.1;

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

“Applicable Permits” means all clearances, licenses, permits, authorisations, no

objection certificates, consents, approvals and exemptions required to be obtained or
maintained under Applicable Laws in connection with the construction, operation and
maintenance of the Project during the subsistence of this Agreement;

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“Appointed Date” means the date on which all Condition Precedent are fulfilled, and
shall be deemed to be the date of commencement of the Concession Period;

“Approved Valuer” means a firm of valuers recognized as such by the Income Tax
Department and having experience of valuing fixed assets and Equipment;

“Arbitration Act” means the Arbitration and Conciliation Act, 1996 and shall include
modifications to or any re-enactment thereof, as in force from time to time;

“Associate” or “Affiliate” means, in relation to either Party [and/or promoter/Consortium

Members], a person who controls, is controlled by, or is under the common control with
such Party [or promoter/Consortium Member] (as used in this definition, the expression
“control” means, with respect to a person which is a company or corporation, the
ownership, directly or indirectly, of more than 50% (fifty per cent) of the voting shares of
such person, and with respect to a person which is not a company or corporation, the
power to direct the management and policies of such person, whether by operation of law
or by contract or otherwise);

“Authority” shall have the meaning as attributed thereto in the array of Parties
hereinabove as set forth in the Recitals;

“Authority’s Default” shall have the meaning set forth in Clause 26.2.1;

“Authority’s Indemnified Persons” shall have the meaning as set forth in Clause
30.1.1;

“Authority’s Representative” means such person or persons as may be authorised in

writing by the Authority to act on its behalf under this Agreement and shall include any
person or persons having authority to exercise any rights or perform and fulfil any
obligations of the Authority under this Agreement;

“Award” shall have the meaning as set forth in Clause 32.3.3;

“Bank” means a bank incorporated in India and having a minimum net worth of Rs.
1,000 crore (Rupees one thousand crore) or any other bank acceptable to Senior Lenders,
but does not include a bank in which any Senior Lender has an interest;

“Bid” means the documents in their entirety comprised in the bid submitted by the
[Selected Bidder /Consortium] in response to the Tender Notice in accordance with the
provisions thereof;

“Bid Security” means the security provided by the Concessionaire to the Authority along
with the Bid in a sum of Rs. 2,80,00,000/- (Rupees Two Crore Eighty Lacs only), in
accordance with the Tender Notice, and which is to remain in force until substituted by
the Construction Performance Security;

“Certificate of Compliance” shall have the meaning as set forth in Clause 4.4;
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“COD” or “Commercial Operation Date” shall have the meaning set forth in Clause
14.1;

“Change in Ownership” means a transfer of the direct and/or indirect legal or beneficial
ownership of any shares, or securities convertible into shares, that causes the aggregate
holding of the [promoter/Consortium Members] together with their Associates in the total
Equity to decline below (i) 51 % (fifty one per cent) thereof during Construction Period,
(ii) 33 % (thirty three per cent) thereof during a period of 3 (three) years following COD,
and (iii) 26 % (twenty six per cent) thereof, or such lower proportion as may be permitted
by the Authority during the remaining Concession Period; provided that any material
variation (as compared to the representations made by the Concessionaire during the
bidding process) in the proportion of the equity holding of [any promoter/Consortium
Member] to the total Equity, if it occurs prior to COD, shall constitute Change in
Ownership; provided further that any transfer of the direct and/or indirect, legal or
beneficial ownership leading to acquisition of more than 15 % (fifteen per cent) of the
total Equity by any person and/ or his Associate at any time during the Concession Period
shall constitute a Change in Ownership. For the avoidance of doubt, indirect, legal or
beneficial ownership of any shares, or securities convertible into shares shall include
transfer of the direct or indirect beneficial ownership or control of any company or
companies whether in India or abroad which results in any person acquiring control over
the Equity or voting rights of the shares of the Concessionaire;

“Completion Certificate” shall have the meaning set forth in Clause 13.2;

“Concession” shall have the meaning set forth in Clause 3.1.1;

“Concession Period” shall have the meaning as set forth in Clause 3.2;

“Concessionaire” shall have the meaning attributed thereto in the array of Parties
hereinabove as set forth in the Recitals;

“Concessionaire Default” shall have the meaning set forth in Clause 26.1.1;

“Conditions Precedent” shall have the meaning set forth in Clause 4.1.1;

[“Consortium” shall have the meaning set forth in Recital (B);]

[“Consortium Member” means a company specified in Recital (B) as a member of the

Consortium;]

“Construction Performance Security” shall have the meaning set forth in Clause 9.1;

“Construction Period” means the period beginning from the Appointed Date and ending
on the COD;

[“Construction Quality Plan” shall have the meaning set forth in Schedule-D;]
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“Construction Works” means all works and things necessary to complete the
construction of the Medical College and subsequent development and augmentation in
accordance with this Agreement;

“Contractor” means the person or persons, as the case may be, with whom the
Concessionaire has entered into an agreement or contract for construction, operation
and/or maintenance of the Project or matters incidental thereto, but does not include a
person who has entered into an agreement for providing financial assistance to the
Concessionaire;

“Cure Period” means the period specified in this Agreement for curing any breach or
default of any provision of this Agreement by the Party responsible for such breach or
default and shall:

(a) commence from the date on which a notice is delivered by one Party to the
other Party asking the latter to cure the breach or default specified in such notice;

(b) not relieve any Party from liability to pay Damages or compensation under the
provisions of this Agreement; and

(c) not in any way be extended by any period of Suspension under this
Agreement; provided that if the cure of any breach by the Concessionaire requires
any reasonable action by the Concessionaire that must be approved by the
Authority or the Independent Engineer hereunder, the applicable Cure Period
shall be extended by the period taken by the Authority or the Independent
Engineer to accord their approval;

“Damages” shall have the meaning set forth in Sub-clause (u) of Clause 1.2.1;

“DBFOT” shall have the meaning as set forth in Recital [C];

“Debt Due” means the aggregate of the following sums expressed in Indian Rupees
outstanding on the Transfer Date:

(a) the principal amount of the debt provided by the Senior Lenders under the
Financing Agreements for financing the Total Project Cost (the “principal”) but
excluding any part of the principal that had fallen due for repayment two years
prior to the Transfer Date;

(b) all accrued interest, financing fees and charges payable under the Financing
Agreements on, or in respect of, the debt referred to in Sub-clause (a) above until
the Transfer Date but excluding (i) any interest, fees or charges that had fallen due
one year prior to the Transfer Date, (ii) any penal interest or charges payable
under the Financing Agreements to any Senior Lender, and (iii) any pre-payment
charges in relation to accelerated repayment of debt except where such charges
have arisen due to XYZ Default; and
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(c) any Subordinated Debt which is included in the Financial Package and disbursed
by lenders for financing the Total Project Cost;

provided that if all or any part of the Debt Due is convertible into Equity at the option of
Senior Lenders and/or the Concessionaire, it shall for the purposes of this Agreement be
deemed to be Debt Due even after such conversion and the principal thereof shall be dealt
with as if such conversion had not been undertaken;]

“Debt Service” means the sum of all payments on account of principal, interest,
financing fees and charges due and payable in an Accounting Year to the Senior Lenders
under the Financing Agreements;

“Defect Liability Period” shall have the meaning as set forth in Clause 28.1;

“Detailed Project Report” shall mean the base document for planning of the Project and
implementing the Project;

“Development Period” means the period from the date of this Agreement until the
Appointed Date;

“Dispute” shall have the meaning set forth in Clause 32.1.1;

“Dispute Resolution Procedure” means the procedure for resolution of Disputes set
forth in Article 32;

“Divestment Requirements” means the obligations of the Concessionaire for and in

respect of Termination as set forth in Clause 27.2;

“Document” or “Documentation” means documentation in printed or written form, or in

tapes, discs, drawings, computer programmes, writings, reports, photographs, films,
cassettes, or expressed in any other written, electronic, audio or visual form;

“Drawings” means all of the drawings, calculations and documents pertaining to the
Project, and shall include 'as built' drawings of the Project;

“Encumbrances” means, in relation to the Project, any encumbrances such as mortgage,

charge, pledge, lien, hypothecation, security interest, assignment, privilege or priority of
any kind having the effect of security or other such obligations, and shall include any
designation of loss payees or beneficiaries or any similar arrangement under any insurance
policy pertaining to the Project, where applicable herein;

“EPC Contract” means the monitoring, procurement and construction contract or

contracts entered into by the Concessionaire with one or more Contractors for, inter alia,
monitoring and construction of the Project in accordance with the provisions of this
Agreement;

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“Effective Date” shall means and includes date of signing of this Agreement;

“Equipment” shall include the equipment outlined in Schedule-C;

“Equity” means the sum expressed in Indian Rupees representing the paid up equity
share capital of the Concessionaire for meeting the equity component of the Total Project
Cost, and shall for the purposes of this Agreement include convertible instruments or
other similar forms of capital, which shall compulsorily convert into equity share capital
of the Concessionaire, and any interest-free funds advanced by any shareholder of the
Concessionaire for meeting such equity component, but does not include Equity Support;

“Facility Management Services” shall have the meaning as set forth in Schedule-B;

“Financial Close” means the fulfilment of all conditions precedent to the initial
availability of funds under the Financing Agreements;

“Financial Default” shall have the meaning set forth in Schedule-Q;

“Financial Model” means the financial model adopted by Senior Lenders, setting forth
the capital and operating costs of the Project and revenues therefrom on the basis of
which financial viability of the Project has been determined by the Senior Lenders, and
includes a description of the assumptions and parameters used for making calculations
and projections therein;

“Financial Package” means the financing package indicating the total capital cost of the
Project and the means of financing thereof, as set forth in the Financial Model and
approved by the Senior Lenders, and includes Equity, all financial assistance specified in
the Financing Agreements and Subordinated Debt, if any;

“Financing Agreements” means the Agreements executed by the Concessionaire in

respect of financial assistance to be provided by the Senior Lenders by way of loans,
guarantees, subscription to non-convertible debentures and other debt instruments
including loan Agreements, guarantees, notes, debentures, bonds and other debt
instruments, security Agreements, and other documents relating to the financing
(including refinancing) of the Total Project Cost, and includes amendments or
modifications made in accordance with Clause 5.2.3;

“Force Majeure” or “Force Majeure Event” shall have the meaning ascribed to it in
Clause 23.1;

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

“Good Industry Practice” means the practices, methods, techniques, designs, standards,
skills, diligence, efficiency, reliability and prudence which are generally and reasonably
expected from a reasonably skilled and experienced operator engaged in the same type of
undertaking as envisaged under this Agreement and which would be expected to result in
the performance of its obligations by the Concessionaire in accordance with this
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Agreement, Applicable Laws and Applicable Permits in reliable, safe, economical and
efficient manner;

“Government Instrumentality” means any department, division or sub-division of the

Government or UT Administration and includes any commission, board, authority,
agency or municipal and other local authority or MCI or statutory body including
Panchayat under the control of the Government or the State Government, as the case
may be, and having jurisdiction over all or any part of the Project or the performance of
all or any of the obligations of the Concessionaire under or pursuant to this Agreement;

“UT Administration Category” shall have the meaning as set forth in Schedule-K;

“MBBS/UG/Graduate Course” shall mean the medical course leading to Bachelor of

Medicine and Bachelor of Surgery (MBBS) Course in accordance with MCI Regulations;

“Health Care Services” means and includes the core health care and non-core health
care related services rendered to Patients at the Hospital;

“Hospital” shall have the meaning as set forth in Recital A;

“Indemnified Party” means the Party entitled to the benefit of an indemnity pursuant to
Clause 30.3;

“Indemnifying Party” means the Party obligated to indemnify the other Party pursuant
to Clause 30.3;

“Independent Engineer” shall be appointed in accordance with Clause 17.1, for purpose
of monitoring during the construction phase to inspect, test and monitor the Construction
Works, and during the Operation phase, to inspect, verify, test for maintenance
requirements of the Project Facility;

“Indirect Political Event” shall have the meaning set forth in Clause 23.3;

“Inspection Report” shall have the meaning as set forth in Clause 12.2;

“Insurance Cover” means the aggregate of the maximum sums insured under the
insurances taken out by the Concessionaire pursuant to Article 20, and when used in the
context of any act or event, it shall mean the aggregate of the maximum sums insured and
payable in relation to such act or event;

“Intellectual Property Rights” means any patent, utility model, registered design,
trademark, copyright or other intellectual property rights (including any and all licenses)
regardless of where or whether it is registered;

“Licensed Premises” shall have the meaning ascribed to it in Clause 10.2.2;

“LOA” or “Letter of Acceptance” means the letter of acceptance referred to in Recital

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(E);

“Lenders’ Representative” means the person duly authorised by the Senior Lenders to
act for and on behalf of the Senior Lenders with regard to matters arising out of or in
relation to this Agreement, and includes his successors, assigns and substitutes;

“Maintenance Manual” shall have the meaning ascribed to it in Clause 15.3;

“Maintenance Programme ” shall have the meaning ascribed to it in Clause 15.4.1;

“Maintenance Requirements” shall have the meaning set forth in Clause 15.2.1;

“Management Control” means the possession, directly or indirectly of the power to

direct or cause the direction of the management and policies of the Concessionaire,
whether through the ownership of voting securities, by contract or otherwise or the power
to elect or appoint more than 50% (fifty percent) of the directors, managers, partners or
other individuals exercising similar authority with respect to the Concessionaire;

“Material Adverse Effect” means a material adverse effect of any act or event on the
ability of either Party to perform any of its obligations under and in accordance with the
provisions of this Agreement and which act or event causes a material financial burden or
loss to either Party;

“Medical College” shall have the meaning as set forth in Recital A of this Agreement
and shall include hostel and other facilities for the Students;

“Medical College Charges” means a Tuition Fees, other charges / deposits and
Additional Fees payable by a Student, as may be applicable in accordance with the terms
of this Agreement;

“Medical College Scheduled Completion Date” shall have the meaning set forth in
Clause 11.4.1;

“Medical Education” means Graduate Course/Post Graduate Course and such other
course related to healthcare sector as may be approved by the Authority from time to
time;

“Medico-Legal Cases” means medical cases where the Patient is a victim of a criminal
offence;

“Management Seats” shall have the meaning as set forth in Schedule-K;

“MCI” shall have the meaning as set forth in Clause 5.1.4 (a);

“MCI Regulations” shall mean all rules and regulations, orders, clarifications,
amendments to MCI Act etc issued by Medical Council of India and as being amended
from time to time
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“Nominated Company” means a company selected by the Lenders’ Representative and
proposed to the Authority for substituting the Concessionaire in accordance with the
provisions of the Substitution Agreement;

“Non-Political Event” shall have the meaning set forth in Clause 23.2;

“O&M” means the operation and maintenance of the Project and includes all matters
connected with or incidental to such operation and maintenance, provision of facilities,
providing Qualified Medical Teaching Staff and Resident Doctors for running of the
Hospital including Training Centres and collection of Medical College Charges in
accordance with the provisions of this Agreement;

“O&M Contract” means the operation and maintenance contract that may be entered
into between the Concessionaire and one or more Contractors for performance of all or
any of the O&M obligations;

“O&M Expenses” means expenses incurred by or on behalf of the Concessionaire or

by the Authority, as the case may be, for all O&M including (a) cost of salaries and
other compensation to employees / contractual personnel, (b) cost of materials,
supplies, utilities and other services, (c) premia for insurance, (d) all taxes, duties, cess
and fees due and payable for O&M, (e) all repair, replacement, reconstruction,
reinstatement, improvement and maintenance costs, (f) payments required to be made
under the O&M Contract, or any other contract in connection with or incidental to
O&M, and (g) all other expenditure required to be incurred under Applicable Laws,
Applicable Permits or this Agreement;

“O&M Inspection Report” shall have the meaning set forth in Clause 16.2;

“Operation Performance Security” shall have the meaning as setforth in Article 9;

“Operation Period” means the period commencing from COD and ending on the
Transfer Date;

“Panel of Chartered Accountants” shall have the meaning set forth in Clause 21.2.1;

“Panel of Firms” shall have the meaning as set forth in Schedule-M;

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

“Patient” means the a patient availing treatment or services within the Hospital;

“Patient Intake Capacity” shall have the meaning as set forth in Clause 11.5.1 of this
Agreement;

“Performance Security” shall mean Construction Performance Security and/or

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Operation Performance Security, as the case may be;

“Political Event” shall have the meaning set forth in Clause 23.4;

“Post Graduate Course” shall mean residency programme to produce competent

specialists and/or medical teachers after completion of basic MBBS qualification. Post
graduate in broad specialities shall be of three years duration in the case of degree course
and two years in the case of Diploma course after MBBS and in the case of super
specialities the duration shall be of three years after MD/MS with exceptions wherever
indicated as per MCI Regulations;

“Preservation Costs” shall have the meaning as set forth in Clause 12.5.3;

“Project” means the development, finance, operation, maintenance, management and

transfer of the Medical College in accordance with the provisions of this Agreement, and
includes provision of Qualified Medical Teaching Staff and Resident Doctors to the
Hospital including Training Centres, for providing Health Care Services to Patients
relating to or in respect of Scope of the Project;;

“Project Agreements” means this Agreement, the Financing Agreements, EPC Contract,
O&M Contract, and any other Agreements or contracts that may be entered into by the
Concessionaire with any person in connection with matters relating to, arising out of or
incidental to the Project, but does not include the Substitution Agreement;

“Project Assets” means all physical and other assets relating to and forming part of the
Site including (a) rights over the Site in the form of license, Right of Way or otherwise;
(b) tangible assets such as civil works and Equipment; (c) Project Facilities situated on
the Site; (d) all rights of the Concessionaire under the Project Agreements; (e) financial
assets, such as receivables, security deposits etc.; (f) insurance proceeds; and (g)
Applicable Permits and authorisations relating to or in respect of the Project, but does not
include Additional Facilities;

“Project Completion Date” means the date on which the Completion Certificate, is
issued under the provisions of Article 13;

“Project Completion Schedule” means the progressive Project Milestones set forth in
Schedule-G for completion of the Project on or before the Medical College Scheduled
Completion Date;

“Project Facilities” means all the amenities and facilities situated on the Site, as
described in Schedule-C;

“Project Milestones” means the project milestones set forth in Schedule-G;

“Qualified Medical Teaching Staff” means all Persons appointed as medical teachers,
with minimum qualification and experience in various departments of Medical College
imparting Medical Education in compliance with MCI Regulations;
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“RBI” means the Reserve Bank of India, as constituted and existing under the Reserve
Bank of India Act, 1934, including any statutory modification or replacement thereof,
and its successors;

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

“Resident Doctors” means a physician/ surgeon (one who holds a minimum degree of
MBBS) who practices medicine usually in a hospital or clinic under the direct or indirect
supervision of a Qualified Medical Teaching Staff;

“Right of Way” means the constructive possession of the Site, together with all way
leaves, easements, unrestricted access and other rights of way, howsoever described,
necessary for construction, operation and maintenance of the Project in accordance with
this Agreement;

“SBI PLR” means the prime lending rate of the State Bank of India prevailing as on the
date of a payment due from which the computation of interest is required to be made
under the Agreement;

“Scope of the Project” shall have the meaning set forth in Clause 2.1;

“Senior Lenders” means the financial institutions, banks, multilateral lending agencies,
trusts, funds and agents or trustees of debenture holders, including their successors and
assignees, who have agreed to guarantee or provide finance to the Concessionaire under
any of the Financing Agreements for meeting all or any part of the Total Project Cost and
who hold pari passu charge on the assets, rights, title and interests of the Concessionaire;

“Service Continuity” shall have the meaning as set forth in Clause 27.1;

“Services” shall include Health Care Services to Patients and Medical Education to
Students and such other services as outlined in Schedule-B;

“Service Continuity Plan” shall have the meaning as set forth in Clause 27.1(a);

“Site” shall have the meaning set forth in Clause 10.1;

“Specifications and Standards” means the specifications and standards relating to the
quality, quantity, capacity and other requirements for the Project as per MCI and as set
forth in Schedule-D, and any modifications thereof, or additions thereto, as included in
the design and monitoring for the Project submitted by the Authority to and expressly
approved by the Concessionaire;

“Specified Assets” means and includes such Project Assets which are constructed,
acquired, installed and put to use after the 5th (fifth) anniversary of COD but before the
23rd (twenty third) anniversary thereof. It is hereby clarified that the Specified Assets
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shall in no case include the Site;

“Specified Documents” shall have the meaning as set forth in Clause 33.1;

“Statutory Auditors” means a reputable firm of chartered accountants acting as the

statutory auditors of the Concessionaire under the provisions of the Companies Act, 1956
including any statutory modification or re-enactment thereof, for the time being in force,
and appointed in accordance with Clause 21.2;

“Student(s)” shall mean a student(s) enrolled in the Medical College;

“Student Mix” shall have the meaning as set forth in Article 18;

“Subordinated Debt” means the aggregate of the following sums expressed in Indian
Rupees or in the currency of debt, as the case may be, outstanding as on the Transfer
Date:

(a) the principal amount of debt provided by lenders or the Concessionaire for
meeting the Total Project Cost and subordinated to the financial assistance
provided by the Senior Lenders; and

(b) all accrued interest on the debt referred to in Sub-clause (a) above but
restricted to the lesser of actual interest rate and a rate equal to 2% (two per cent)
above the SBI PLR in case of loans expressed in Indian Rupees and lesser of the
actual interest rate and six-month LIBOR (London Inter Bank Offer Rate) plus
2% (two per cent) in case of loans expressed in foreign currency, but does not
include any interest that had fallen due one year prior to the Transfer Date;

provided that if all or any part of the Subordinated Debt is convertible into Equity at the
option of the lenders and/or the Concessionaire, it shall for the purposes of this
Agreement be deemed to be Subordinated Debt even after such conversion and the
principal thereof shall be dealt with as if such conversion had not been undertaken;

“Substitution Agreement” shall have the meaning set forth in Clause 29.3.1;

“Suspension” shall have the meaning set forth in Clause 25.1;

“Taxes” means any Indian taxes including excise duties, customs duties, value added tax,
sales tax, local taxes, cess and any impost or surcharge of like nature (whether Central,
state or local) on the goods, materials, equipment and services incorporated in and
forming part of the Project charged, levied or imposed by any Government
Instrumentality, but excluding any interest, penalties and other sums in relation thereto
imposed on any account whatsoever. For the avoidance of doubt, Taxes shall not include
taxes on corporate income;

“Tender Notice” shall have the meaning set forth in Recital C;

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 “Termination” means the expiry or termination of this Agreement and the Concession
hereunder;

“Termination Notice” means the communication issued in accordance with this

Agreement by one Party to the other Party terminating this Agreement;

“Termination Payment” means the amount payable, under and in accordance with this
Agreement, by the Authority to the Concessionaire upon Termination;

“Tests” means the tests set forth in Schedule-H to determine the completion of the
Project in accordance with the provisions of this Agreement;

“TOR” shall have the meaning as set forth in Schedule-M, Annex-1;

“Total Project Cost” means the actual capital cost incurred by the Concessionaire on the
Project till the 1st (first) anniversary of COD as certified by the Statutory Auditor and if
the same exceeds the estimated capital cost as per the Detailed Project Report as
approved by the Concessionaire and/or does not form part of the Financial Package
submitted prior to Financial Close, the amount of estimated capital cost or in the
Financial Package as the case may be increased by the amount(s) approved in writing by
the Authority;

“Training Centres” shall mean health training centres owned and managed by UT
Administration. The health training centres shall include Urban Health Training Center
(UHTC) located at Gandhigram, Silvassa and Rural Health Training Center (RHTC)
located at Dadra, Rakholi & Amboli.

“Transfer Date” means the date on which this Agreement and the Concession hereunder
expires pursuant to the provisions of this Agreement or is terminated by a Termination
Notice;

“Tuition Fee” means the fees charged to the Students in accordance with Schedule-N of
this Agreement;

“Vesting Certificate” shall have the meaning set forth in Clause 27.4.

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 SIGNED, SEALED AND DELIVERED

For and on behalf of THE AUTHORITY by: For and on behalf of CONCESSIONAIRE
by:

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 (Signature) (Signature)
(Name) (Name)
(Designation) (Designation)

In the presence of:

1. 2

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 SCHEDULE A

SITE OF THE PROJECT

Location

The location of the proposed medical college, which will be attached to the SVBC Hospital
Silvassa will be on two plots namely:

a. Shri Vinoba Bhave Civil Hospital Silvassa on a 8.3 acre plot of land in Silvassa
b. Medical college site on a 5.86 hectare = 14.48 acres plot of land at Saily

The site earmarked for the medical college at Saily is approximately 4 kms from the SVBC
Hospital Silvassa, which is compliant with the MCI guidelines vide their amendment
notification dated 21 September 2012.

It is on the Silvassa Saily main 4 lane all weather District road and is surrounded by small
hamlets of local tribal population. The Police training college is located on the adjoining plot.

Topography

The co-ordinates of the 5.86 hectares (14.48 acres) plot are as follows:

SVBC Hospital Silvassa: 130 ft above sea level; @ 20’16.241” North and 73’0.435” East

Proposed medical college site: 208 ft above sea level; @ 20’14.947” North and 73’0.74”
East

(This is compliant with the MCI guidelines vide their amendment notification dated 21
September 2012)

Proposed Site
Medical College
College

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 Leveled Area

Drain

Low Level Area

The plot has been levelled in the area north of the drain, which flow across the lower portion
of land parcel. The land south of the drain is at a lower level than the larger parcel above the
drain.

S.No. Landmark Distance

1. Plot Size
2. SVBCH Hospital Approx 4 Km
3. City Approx 4 Km
4. Seismic zone Seismic zone III
5. Hydrology Onset of Monsoon: 27th June to 7th July
Withdrawal of Monsoon: 1st Oct to 15th Oct
Annual rainfall is between 250 to 300 cm
6. Transport
a) Airport 130 kms – Chhatrapati Shivaji International Airport
Mumbai
110kms - Surat Airport
b) Rail head Vapi railway station - 15 kms from Silvassa
c) Road Silvassa is well connected with Vapi Gujarat by a 6 lane,
all weather well maintained road which also is the main
corridor between Surat / Vapi in South Gujarat to Nasik.
This road goes through the centre of Silvassa and the
SVBC Hospital is about 150 metres off this highway.

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 SCHEDULE-B

SERVICES

1. Medical College Services

(a) Medical Education Services

The Medical Education must be provided for Graduate Course i.e. MBBS as
per the MCI guidelines. Additionally, the Medical College may also provide
Post Graduate courses, other courses such as para-medical trainings, and
where found feasible. As per the minimum requirements of MCI or other
relevant statutory bodies for clinical services for associated hospital in a
Medical College should be provided. Requirements of the various statutory
bodies including MCI regulations for the medical education courses concerned
have to be adhered to in deciding the scope of services.

(b) Student Hostel Services

These should include Student & Resident Doctors residential facility, teaching
and non-teaching staff residential facility and ancillary and recreational
facility.

(c) Facility Management Services

The facility management services would include help desk services, food
services for Students and staff at Medical College, housekeeping services,
material services (management of goods and supplies), protection services,
plant services including facility maintenance, repair, and replacement, utilities
management, parking services etc

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 SCHEDULE-C

PROJECT FACILITIES

1. Project Facilities

The Concessionaire shall construct the Project Facilities in accordance with the
provisions of this Agreement.

2. Project Facilities forming part of the Medical College to be completed on or before

the COD have been described in Annex of this Schedule C.

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 Annex

Planning and construction of medical college and project facilities as per MCI Regulations
will be obligation of the Concessionaire.

The medical college facilities should include:-

1. Medical College Education block

2. Accommodation for teaching staff
3. Accommodation for non-teaching staff
4. Hostel facilities for Students – separate hostels for boys and girls.
5. Auditorium
6. Sports facilities
7. Additional services.

All the above facilities should meet the MCI requirements.

The start date for construction and completion date should be as per the agreement and MCI
cycle for admission session.

Start date:
Completion date:

The Concessionaire should comply with the MCI Regulations issued from time to time and
Applicable Laws for setting and operation and management of the Medical College

A brief description for medical college education block and staff accommodation required to
be developed is given below.

The Concessionaire shall provide Drawings to the Authority, provided that, the
Concessionaire shall in any event be solely responsible for the adequacy of the Drawings.

All the drawings should be compliant to MCI Regulations for setting up the Medical College
for 100 MBBS seats.

Medical College shall be designed for intake of 100 MBBS students. The Concessionaire
shall provide accommodation for teaching and technical staff as per the laid down guidelines
in the gazette though it is the prerogative of the Concessionaire to provide accommodation to
all the Students and staff members in the vicinity. The Concessionaire shall develop the
Medical College in a unit and will provide provisions for future expansion.

The Concessionaire shall provide office space for the key administrative personnel within the
administrative block which will include Principal/Dean’s office, staff room, college council
room, office superintendent’s room, Office, record room, examination hall., separate common
room for male and female Students with attached toilets, cafeteria.

The Concessionaire shall provide an air-conditioned Central Library with seating

arrangement with one room for at least 100 Students inside and one room for 50 Students
outside. There shall also be provision for staff reading room for 20 persons; rooms for
librarian and other staff; room for daftaries and book binders; microfilm reading room;

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journal room; room for copying facilities; video and cassette room; air-conditioned computer
room with medlar and internet facility

The Concessionaire shall provide all departments will have minimum 4 lecture theatres,
gallery type with 3 of seating capacity 120 and 1 for seating capacity of 250, an auditorium
for 500-700 persons and examination hall (preferably air-conditioned) for 250 Students,
central photographic and audiovisual sections with accommodation for studio, dark room,
enlarging and photostat work.

The Concessionaire shall also provide accommodation for artist, medical illustrators and
modelers. There shall be central workshop having facilities for repair of mechanical,
electrical and A/C and refrigeration equipment of college. There shall be a Central Animal
House (135 Sq.m. area) for maintenance, breeding and supply of animals and facilities for
experimental. There shall be a Central incineration plant commensurate with the hospital bed
strength. There shall be a Central Gas Plant or Gas supply unit.

The Concessionaire shall adapt the modern methods of statistical analysis by providing
centralized computerized statistical unit. There shall be a medical education unit or
department for faculty development and providing teaching or learning resource material.
Space as indicated in the concerned departments shall be provided in each department, duly
furnished and equipped for research work and further expansion of its activities.

The Concessionaire shall provide the appropriate communication channel by providing

intercom network including paging and bleep system between various sections, hospitals and
college.

The Concessionaire shall also look after the recreation activities for the Students and shall
provide a playground and Gymnasium.

The Concessionaire shall see that there is continuous electricity supply, with adequate
number of, as well as standby UPS or Generator arrangements for medical college facilities.
Sanitation facilities in form of separate toilets for men and women and safe continuous
drinking water facilities must be provided for the teaching staff, Students, technical and other
staff in all sections as required.

The Concessionaire shall abide by the guidelines laid down by MCI for each department. The
following major departmental requirements and accommodation requirements are mandatory:

Department of Anatomy:

1. 2 Demonstration Rooms for 50-60 students

2. Histology Laboratory for 60 students. There shall be a preparation room for
technicians and storage of equipment.
3. Research- There shall be one research laboratory for research purposes.
4. Dissection hall to accommodate 100 students at a time, ante room for students,
embalming room, space for 3 storage tanks and cold storage room with space for 10-
12 dead bodies (18 sq. m. area) or cooling cabinets.
5. Museum with seating accommodation for 25 students. There shall be two attached
rooms for the preparation of models/specimens and for artists and modelers
6. Departmental library-cum-seminar room

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7. Accommodation for Staff: Professor & Head of the Department, Associate
Professor/Reader - Two rooms; Assistant Professor/Lecturers - One room;
Tutor/Demonstrators-One room; Department office cum Clerical room - one room
and Working accommodation for non-teaching staff

Department of Physiology including Biophysics:

1. Demonstration Room: so as to accommodate at least 50-60 students

2. The following laboratories with adequate accommodation shall be provided to

accommodate 60 students:

Amphibian laboratory (one) with One preparation room

Mammalian laboratory (one) with One preparation room
Human Laboratories: Haematology Lab with one preparation room, clinical
physiology laboratory.
Research laboratory

3. There shall be a Departmental library-cum-seminar room

4. Staff accommodation: Professor & Head of the Department, Associate

Professor/Reader-Two rooms, Assistant Professor/Lecturers -One room,
Tutor/Demonstrators-One room, Department office cum Clerical room - one room,
Working accommodation for non-teaching staff

Department of Biochemistry:

1. Demonstration Room: to accommodate at least 50-60 Students

2. Practical class room-laboratory for 60 Students, Two Ante rooms each for
technicians, stores, preparation room
3. Departmental library-cum-seminar room
4. one research laboratory
5. Staff accommodation: Professor & Head of the Department, Associate
Professor/Reader-Two rooms, Assistant. Professor/Lecturers -One room,
Tutor/Demonstrators-One room, Department office cum Clerical room - one room,
Working accommodation for non-teaching staff

Department of Pathology:

1. Demonstration Room: to accommodate at least 50-60 Students

2. Practical Laboratories with preparation room for 60 Students
3. Separate service laboratory each for histopathology, cytopathology, Hematology.
4. In addition there shall be a balance room, store room and special room for high speed
centrifuge and a wash room
5. Museum with a sitting capacity of at least 25 Students. In addition, there shall be an
ante room.
6. Autopsy room: With accommodation capacity of 20-25 Students, waiting hall and
office. The location of mortuary and autopsy block should be either in the hospital or
adjacent to the hospital in a separate structure and may be shared with the department
of Forensic Medicine.

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7. Departmental library-cum-seminar room
8. one research laboratory
9. Staff accommodation: Professor & Head of the Department, Associate
Professor/Reader-Two rooms, Assistant Professor/Lecturers -One room,
Tutor/Demonstrators-One room, Department office cum Clerical room - one room,
Working accommodation for non-teaching staff

Department of Microbiology:

1. Demonstration Room: to accommodate at least 50-60 Students

2. Practical Laboratories with preparation room for 60 Students
3. Separate service laboratory each for Bacteriology including anaerobic; Serology;
Virology; Parasitology; Mycology; Tuberculosis; and immunology.
4. Separate accommodation for media preparation and storage, Autoclaving, Washing &
drying room with regular and continuous water supply for contaminated culture
plates, test tubes and glassware shall be provided.
5. Museum with a seating capacity of at least 25 Students.
6. Departmental library-cum-seminar room
7. One research laboratory
8. Staff accommodation: Professor & Head of the Department, Associate
Professor/Reader-Two rooms, Assistant Professor/Lecturers -One room,
Tutor/Demonstrators-One room, Department office cum Clerical room - one room,
Working accommodation for non-teaching staff

Department of Pharmacology:

1. Demonstration Room: to accommodate at least 50-60 Students

2. Practical laboratories with accommodation for 50-60 Students: Experimental
Pharmacology with ante-room, Clinical Pharmacology and Pharmacy with one anti-
room for technicians, storage of equipment and appliances and preparation room.
3. Museum with a seating capacity of at least 25 Students.
4. Departmental library-cum-seminar room
5. One research laboratory
6. Staff accommodation: Professor & Head of the Department, Associate
Professor/Reader-Two rooms, Assistant Professor/Lecturers -One room,
Tutor/Demonstrators-One room, Department office cum Clerical room - one room,
Working accommodation for non-teaching staff

Department of Forensic Medicine and Toxicology

1. Demonstration Room: to accommodate at least 50-60 Students

2. Museum with a seating capacity of at least 25 Students
3. Laboratory: for examination of specimens, tests and Forensic histopathology,
Serology, anthropology and toxicology
4. Autopsy Block: Autopsy room, ante-rooms, washing facilities, with an
accommodation capacity of 20-25 Students, waiting hall, office. The location of
mortuary/autopsy block should be either in the hospital or adjacent to the hospital in a
separate structure and may be shared with the department of Pathology.
5. Departmental library-cum-seminar room
6. one research laboratory

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7. Staff accommodation: Professor & Head of the Department, Associate
Professor/Reader-Two rooms, Assistant Professor/Lecturers -One room,
Tutor/Demonstrators-One room, Department office cum Clerical room - one room,
Working accommodation for non-teaching staff

Department of Community Medicine:

1. Demonstration Room: to accommodate at least 50-60 Students

2. Laboratory
3. Museum
4. Departmental library-cum-seminar room
5. One research laboratory
6. Staff accommodation: Professor & Head of the Department, Associate
Professor/Reader-Two rooms, Assistant Professor/Lecturers -One room,
Tutor/Demonstrators-One room, Statistician cum Lecturer-One room , Epidemiologist
cum Lecturer-One room, Department office cum Clerical room - one room, Working
accommodation for non-teaching staff
7. Primary Health Centre/Rural Health Training Centre: a distance of 30 km. or within
one hour of commuting distance from the medical college. Separate residential
arrangements for boys and girls, interns and undergraduates with mess facilities shall
also be provided in at least one of the primary health centres/rural health training
centres which shall be under the full administrative jurisdiction of the medical
college.
8. Urban Health Training Centre

Staff Quarters

The Concessionaire shall provide sufficient number of quarters for covering 100 per cent of
the Resident Doctor’s staff strength. There shall be sufficient number of quarters for covering
at least 50% of the Qualified Medical Teaching Staff and Class IV strength.

Hostels for Students

The Concessionaire shall construct a residential unitary complex.

The College should have at least provision for 75% of the total intake of Students at a given
time.

Each hostel room shall not have more than three occupants.

The size of such room shall not be less than 27 sq.mt.

Each Student shall be provided with independent and separate furniture, which shall include
chair, table, bed and full size cupboard at the least.

In case of single seated room it should be at least 9 sq. mt. area.

Each hostel shall have a visitor room, a study room with facilities for computer and internet
and should be air-conditioned.

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There shall be a recreational facility room having TV, Music, Indoor games etc. and mess
facilities for the Students.

Functional programming

The Following functional areas must be catered for in a time bound manner as laid down by
the MCI for a 100 admissions per annum medical college and will be planned in depth by the
concessionaire at the time of construction.

The MCI lays down the norms which have to be complied with by all medical colleges in the
time lines laid down for various aspects of the facility as follows :

a. Infrastructure: buildings, space for departments / lecture halls / laboratories / auditorium /

hostels etc.
b. Staff: Qualified Medical Teaching Staff in all departments and support staff
c. Equipment for each department

The following facilities will be made available at the time of inception and at various stages:

Inception Stage

• Complete Administrative Block with computer and internet facilities.

• Two Lecture Theatres of 120 seating capacity each (Gallery type, air-conditioned with
audio-visual including OHP, Slide projector, LCD projector and microphone facilities
with provision of e-class)
• College council setup.
• Animal House maintained by Department of Pharmacology.
• Century library - 1400 books, 14 Indian and 6 foreign journals will be placed in the
library and the number will increase gradually at the time of each renewal inspection.
• Central photography sections – Operational but not fully functional.
• Central workshop (for repair of equipment & instruments) – Operational but not fully
functional.
• Three Laboratories of 150 Sq.mt. dimension and one Laboratory of 60 Sq.mt. dimension
• Central Research Laboratory.
• Central Incineration Plant or other system after approval from state pollution control
board.
• Hostels for boys & girls providing accommodation to 75 Students each and the number
will increase gradually at the time of each renewal inspection. No more than three
Students in a room of minimum 27 Sq M to be allowed.
• Nursing hostel or quarter providing accommodation to 35 nursing staff.
• Residents quarters providing accommodation to 42 residents.
• Qualified Medical Teaching Staff quarters – 10 in number,
• Non-teaching staff quarters - 20 in number.
• Centralized computerized statistical unit should be Operational and will be fully
functional till first year.
• Medical Education unit for training of teachers
• Only 50% of total intercom network.
• Playground which may be indoor or outdoor
• Department of Anatomy

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• Department of Physiology
• Department of Biochemistry
• Department of Pharmacology, Pathology, Microbiology, Forensic Medicine and
Community Medicine/PSM - Operational
• TB, Dermatology and Psychiatry - Operational
• Radiology department with the following equipment–
a) Static X-ray Machine – 2 (300,500mA)
b) Mobile X-ray Machine - 1 (30mA)
c) Ultrasound Machine – 2
• Website for the Medical College

Facilities available at the time of 1st renewal inspection

• 15 more resident quarters will be added.

• 8 more teaching and 12 more non-teaching quarters will be added to already existing
infrastructure.
• Centralized computerize statistical unit will become fully functional.
• 100% intercom network coverage.
• Gymnasium.

Facilities available at the time of 2nd renewal inspection

• One more lecture theatre of similar provisions and seating capacity of 250.
• One Examination hall cum auditorium of 500 seating capacity.
• Three more Laboratories of 150 Sq.mt. dimension and one Laboratory of 60 Sq.mt.
dimension.
• 5 more teaching and 4 more non-teaching quarters will be added.

Facilities available at the time of 3rd renewal inspection

• 3 more resident quarters will be added.

Facilities available at the time of 4th renewal inspection

• Central photography sections and Central workshop (for repair of equipments &
instruments) will become fully functional.

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 SCHEDULE-D

SPECIFICATIONS AND STANDARDS

Project Facilities

1. The Concessionaire will setup the Medical College facilities by building the
Educational Block of the Medical College and other ancillary facilities like hostel
block, auditorium, etc that are required for the college and are a part of MCI
Regulations and in accordance with this Agreement.

2. Project Facilities forming part of the Medical College to be completed on or before

the COD have been described in Annex of this Schedule.

3. The hospital infrastructure as required by MCI Regulations will be obligation of the

UT Administration.

General obligations of the Concessionaire will include:

1. Appointing an architectural firm for design and planning of the medical college.

2. Timely construction of the Medical College and ancillary facilities as per MCI
Regulations.

3. Equipping the medical college with contemporary equipment as per current market
norms. The equipment specification should be as per MCI Regulations or better.

4. Applying for and obtaining all necessary clearances and certificates for the education
block and ancillary facilities. e.g. – Fire clearance, completion certificate, occupation
certificate, etc.

5. Recruitment of teaching staff for non-clinical subjects as per MCI manpower

requirements.

6. Recruitment of teaching staff for clinical subjects in coordination with the Authority.

7. Recruitment of other Medical College staff as per MCI Regulations for running of
Medical College.

8. Formulating admission procedure and administrating admission entrance exam, if

required.

9. Ensuring timely start of Medical College as per the approved plan.

10. Operations and management of the medical college on day-to-day basis.

11. Financial management of the medical college including admissions, staff salaries, etc.

12. Ensuring compliance for all legal, tax and statutory aspects pertaining to medical
college.

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13. Ensuring compliance to MCI Regulations in all aspects on an on-going basis.

14. Maintenance, upkeep and management of the medical college on on-going basis as
per standards described in Annex 1, 2, 3 & 4 of this Schedule, and those benchmarked
against the best medical colleges in the country.

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 Annex – 1

Specifications and Standards for the Medical College

1. Manual of Specifications and Standards to apply

The Medical College shall conform to the Manual of Specifications and Standards for
the Medical College published by Medical Council of India.

COLLEGE DIMENSIONS
100 Admissions
SN Particulars No Area Total Sq Ft
(sqm)
1 Principal/ dean's office 1 36 36 388
2 Staff room 1 54 54 581
3 College council room 1 80 80 861
4 Office superintendents room 1 10 10 108
5 Office 1 150 150 1615
6 Record room 1 100 100 1076
7 Examination hall 1 300 300 3229
8 Separate common room for male & 2 30 60 646
female with attached toilets
9 Cafeteria 1 45 45 484
10 Air-conditioned Central Library 1 800 800 8611
11 Lecture theatre 1 200 200 2153
12 Lecture theatre 3 96 288 3100
13 Auditorium 1 420 420 4521
14 Animal house 1 135 135 1453
Total 2678 28826
Department of Anatomy
15 Lecture theatre 1 0 0 0
16 Demonstration room 2 45 90 969
17 Dissection room 1 250 250 2691
18 Embalming room 1 12 12 129
19 Space for storage tank 1 3 3 32
20 Space for storage tank 2 1.5 3 32
21 Cold storage room 1 18 18 194
22 Histology lab 1 150 150 1615
23 Preparation room & equipment storage 1 18 18 194
24 Research lab 1 50 50 538
25 Museum 1 150 150 1615
26 Attached rooms with the museum 2 15 30 323
27 Department library cum seminar room 1 30 30 323
Staff accommodation

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 COLLEGE DIMENSIONS
100 Admissions
SN Particulars No Area Total Sq Ft
(sqm)
28 Professor & Head of the Department 1 18 18 194
29 Associate Professor/Reader 2 15 30 323
30 Asstt. Professor/Lecturers 3 20 60 646
31 Tutor/Demonstrators 1 15 15 161
32 Department office cum Clerical room 1 12 12 129
33 Working accommodation for non- 1 12 12 129
teaching staff
Total 951 10236
Department of Physiology
34 Lecture theatre 1 72 72 775
35 Demonstration room 2 45 90 969
36 Practical room
37 Amphibian lab 1 150 150 1615
38 Mammalian lab 1 60 60 646
39 Human lab
40 Haematology lab 1 150 150 1615
41 Preparation room 1 14 14 151
42 Clinical physiology lab 1 60 60 646
43 Departmental lib 1 30 30 323
44 Research lab 1 50 50 538
Staff accommodation
45 Professor & Head of the Department 1 18 18 194
46 Associate Professor/Reader 2 15 30 323
47 Asstt. Professor/Lecturers 3 20 60 646
48 Tutor/Demonstrators 1 15 15 161
49 Department office cum Clerical room 1 12 12 129
50 Working accommodation for non- 1 12 12 129
teaching staff
Total 823 8859
Department of Biochemistry
51 Lecture theatre 1 72 72 775
52 Demonstration room 1 45 45 484
Practical room
53 Lab 1 150 150 1615
54 Ante room 2 14 28 301
55 Department library cum seminar room 1 30 30 323
56 Research lab 1 50 50 538
Staff accommodation
57 Professor & Head of the Department 1 18 18 194
58 Associate Professor/Reader 2 15 30 323

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 COLLEGE DIMENSIONS
100 Admissions
SN Particulars No Area Total Sq Ft
(sqm)
59 Asstt. Professor/Lecturers 3 12 36 388
60 Tutor/Demonstrators 1 15 15 161
61 Department office cum Clerical room 1 12 12 129
62 Working accommodation for non- 1 12 12 129
teaching staff
Total 498 5360
Department of Pathology
63 Lecture theatre 1 72 72 775
64 Demonstration room 1 45 45 10172
Practical room
65 Morbid anatomy & histopathology 1 150 150 1615
66 Clinical pathology 1 150 150 1615
67 Service lab 1 25 25 269
68 Balance room 1 14 14 151
69 Store room 1 14 14 151
70 High speed centrifuge 1 14 14 151
71 Wash room 1 14 14 151
72 Department library cum seminar room 1 30 30 323
73 Research lab 1 50 50 538
74 Museum 0 0 0 0
75 Autopsy room 0 0 0 0
76 Blood Bank
Staff accommodation
77 Professor & Head of the Department 1 18 18 194
78 Associate Professor/Reader 1 15 15 161
79 Asstt. Professor/Lecturers 1 12 12 129
80 Tutor/Demonstrators 1 15 15 161
81 Department office cum Clerical room 1 12 12 129
82 Working accommodation for non- 1 12 12 129
teaching staff
Total 578 15909
Department of Microbiology
83 Lecture theatre 1 72 72 775
84 Demonstration room 1 45 45 10172
85 Practical lab 1 150 150 1615
88 Preparation room 1 14 14 151
Service Lab
89 Bacteriology 1 25 25 269
90 Serology 1 25 25 269
91 Virology 1 25 25 269

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 COLLEGE DIMENSIONS
100 Admissions
SN Particulars No Area Total Sq Ft
(sqm)
92 Parasitology 1 25 25 269
93 Mycology 1 25 25 269
94 TB 1 25 25 269
95 Immunology 1 25 25 269
96 Media preparation & storage 1 20 20 215
97 Autoclaving 1 12 12 129
98 Washing & drying room 1 12 12 129
99 Museum 1 60 60 646
100 Department library cum seminar room 1 30 30 323
101 Research lab 1 50 50 538
Staff accommodation
102 Professor & Head of the Department 1 18 18 194
103 Associate Professor/Reader 1 15 15 161
104 Asstt. Professor/Lecturers 1 12 12 129
105 Tutor/Demonstrators 1 15 15 161
106 Department office cum Clerical room 1 12 12 129
107 Working accommodation for non- 1 12 12 129
teaching staff
Total 724 17481
Department of Pharmacology
108 Lecture theatre 1 72 72 775
109 Demonstration room 1 45 45 10172
Practical lab
110 Experimental pharmacology 1 150 150 1615
111 Ante room 1 14 14 151
112 Clinical pharmacology 1 150 150 1615
113 Anti room 1 14 14 151
114 Museum 1 100 100 1076
115 Department library cum seminar room 1 30 30 323
116 Research lab 1 50 50 538
Staff accommodation
117 Professor & Head of the Department 1 18 18 194
118 Associate Professor/Reader 1 15 15 161
119 Asstt. Professor/Lecturers 1 12 12 129
120 Tutor/Demonstrators 1 15 15 161
121 Department office cum Clerical room 1 12 12 129
122 Working accommodation for non- 1 12 12 129
teaching staff
Total 709 17319

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 COLLEGE DIMENSIONS
100 Admissions
SN Particulars No Area Total Sq Ft
(sqm)
Department of Community Medicine
123 Lecture theatre 1 72 72 775
124 Demonstration room 1 45 45 10172
125 Practical lab 1 150 150 1615
126 Museum 1 100 100 1076
127 Department library cum seminar room 1 30 30 323
128 Research lab 1 50 50 538
staff accommodation
129 Professor & Head of the Department 1 18 18 194
130 Associate Professor/Reader 2 15 30 323
131 Asstt. Professor/Lecturers 1 15 15 161
132 Tutor/Demonstrators 1 15 15 161
133 Department office cum Clerical room 1 12 12 129
134 Working accommodation for non- 1 15 15 161
teaching staff
135 Statistician cum lecturer 1 12 12 129
136 Epidemiology cum lecturer 1 12 12 129
Total 576 15888
Department of Forensic Medicine
including Toxicology
137 Lecture theatre Not Applicable
138 Demonstration room
139 Examination Lab
140 Museum
141 Department library cum seminar room
142 Autopsy Lab shared with Pathology
143 Research lab
Staff accommodation
144 Professor & Head of the Department
145 Associate Professors/Readers
146 Asstt. Professors/Lecturers
147 Tutors/Demonstrators
148 Department office cum Clerical room
149 Working accommodation for non-
teaching staff
GRAND TOTAL 7,537 119,878

Hostel Facilities for Students

• The College should have at least hostel provision for 75% of the total intake of Students at
a given time.

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• Each hostel room shall not have more than three occupants.
• The size of such room shall not be less than 27 sq.mt.
• Each Student shall be provided with independent and separate furniture, which shall
include chair, table, bed and full size cupboard at the least.
• In case of single seated room it should be at least 9 sq. mt. Area.
• Each hostel shall have a visitor room, a study room with facilities for computer and
internet and should be air-conditioned.
• There shall be a recreational facility room having TV, Music, Indoor games etc. and
messing facilities for the Students.

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 Annex – 2
Manpower Requirements

The MCI has laid down clear time-bound guidelines governing the manpower requirement
for a medical college.

Administration - (Medical College)

Director 1 1 1 1 1
Principal 1 1 1 1 1
Medical Superintendent 1 1 1 1 1
Vice Principal 1 1 1 1 1
Administrator 1 1 1 1 1
Accountant 1 1 1 1 1
Jr. Accountant 3 3 3 3 3
PA / Receptionist 2 2 2 2 2
Security Guards 15 20 25 25 25
Head Warden 2 2 2 2 2
Warden 2 2 4 4 4
Class IV (Sweeper; Mali; Driver;
8 8 10 10 10
Dhobi)
Sub Total 38 43 52 52 52
Hospital Staff
Professors 0 0 0 0 0
Reader 0 0 0 0 0
Lecturer 0 0 0 0 0
Tutors/Demonstrators/MO/Health
0 0 0 0 0
Ed/MSW etc.
Junior Resident 0 0 0 0 0
Technical Asstt./Technician 40 47 54 55 55
Attendants 8 11 15 15 15
Clerical Staff 29 33 35 36 36
Class IV 4 4 4 4 4
Sub Total 105 130 161 165 165
Medical College Staff
Professor 17 17 17 17 17
Associate Professor 5 20 22 22 22
Assistant Professor 16 36 39 39 39
Sr. Resident / Tutors / Demonstrators
42 60 66 66 66
/ MO / Health Ed / MSW etc.
Junior Resident 24 35 53 55 55
Technical Asst./Technician 15 22 24 24 24
Attendants 12 13 13 13 13
Clerical Staff 11 15 15 15 15
Class IV 15 22 22 23 23

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Sub Total 133 205 218 219 219
CENTRAL RECORD SECTION
Medical Record Officer 1 1 1 1 1
Statistician 1 1 1 1 1
Coding Clerks 4 4 4 4 4
Record Clerks 6 6 6 6 6
Daftaries 2 2 2 2 2
Peons 2 2 2 2 2
Stenotypist 1 1 1 1 1
Sub Total 17 17 17 17 17
CENTRAL ANIMAL HOUSE
Veterinary Officer 1 1 1 1 1
Animal Attendants 2 2 2 2 2
Technicians for animal operation
1 1 1 1 1
room
Sweepers 2 2 2 2 2
Sub Total 6 6 6 6 6
CENTRAL LIBRARY
Librarian with a degree in Library
1 1 1 1 1
Science
Deputy Librarian 1 1 1 1 1
Documentalist 1 1 1 1 1
Cataloguer 1 1 1 1 1
Library Assistants 4 4 4 4 4
Daftaries 2 2 2 2 2
Peons 2 2 2 2 2
Sub Total 12 12 12 12 12
CENTRAL PHOTOGRAPHIC
CUM AUDIOVISUAL UNIT
Photographers 1 1 1 1 1
Artist Modellers 1 1 1 1 1
Dark Room Assistant 1 1 1 1 1
Audiovisual Technician 1 1 1 1 1
Store Keeper cum Clerk 1 1 1 1 1
Attendant 1 1 1 1 1
Sub Total 6 6 6 6 6
MEDICAL EDUCATION UNIT
Officer In-charge (Principal/Dean) 1 1 1 1 1
Coordinator (Head of a deptt.
1 1 1 1 1
nominated by Principal/Dean.)
Faculty College faculty on part-time
0 0 0 0 0
basis.
Supportive Staff:

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Stenographer 1 1 1 1 1
Computer Operator 1 1 1 1 1
Technicians in Audio-visual aids,
2 2 2 2 2
Photography and Artist
Sub Total 6 6 6 6 6
CENTRAL WORKSHOP
Superintendent – who shall be a
1 1 1 1 1
qualified engineer
Senior Technicians (Mechanical,
4 4 4 4 4
Electrical, Electronic, Refrigeration)
Junior Technicians 2 2 2 2 2
Carpenter 1 1 1 1 1
Blacksmith 1 1 1 1 1
Attendants 4 4 4 4 4
Sub Total 13 13 13 13 13

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 Annex – 3
Equipment Requirements

DEPARTMENTS Units

DEPARTMENT OF ANATOMY

Furniture and Fixtures:

Table with marble for stainless steel tops 6’1” x 2’ x3’ 15
Tables with marble or stainless steel,
Half standard size 5
Drill machine 2
Hand saw 3
Band saw for sectioning body and limbs 1
Stools, preferably metal 60
Brain knife 3
Mortuary cooler with arrangement to keep at least 8 bodies or
4
suitable alternative arrangement. 1/2
Storage tank to hold 10 cadavers, made of concrete with copper lid. 1
Plastic tanks for storing soft and dissected parts. 10
Trolly Table (Steel, Light) 3
Projectors including overhead projectors 4
X-ray Viewing lobby 3
Charts, Diagrams, Models, Slides etc. As required Dissecting
instruments As required Meat cutting machine for thin body sections 1
(trans and vertical) for gross anatomy sectional study
Apparatus & Instruments for Histology
Microscopes, Monocular 60
Dissection microscope 5
Microtomes, rotary 2
Microtomes, Sledge, large cutting 1
Cabinet for slides (1000) 6
Incubators 1
Paraffin embedding bath 1
Hot plates for flattening sections 2
Hot air oven for drying slides (450C) 1
Balance Analytical capacity 200 grms. and Sensitivity 1/10 mg. 1
Balance Earanger capacity 6 kilos Sensitivity, 1/5 gram 2
Refrigerators 2
Distilled water still menesty type capacity gallon per hour 2
Diamond pencils 4
7 colour marking pencils 2
Anatomy Museum 1
Skeletons articulated 5
ones (Dis-articulated) Sets 25
Specimen jars 1
Racks steel 1

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DEPARTMENTS Units
Embalming machines for cadavers 2

DEPARTMENT OF PHYSIOLOGY

Electric time makers, 100/sec. 6

Tuning fork, time marker, 100/sec. 6
Electrodes, X-blocks, burrette clamps, enamel bowls brass uprights,
with coarse and fine adjustments basin, spirit lamps, cooper wire 1
(double cotton covered) Kymograph paper etc.(As reqd.)
Mammalian Experiments
Operation table 1
Volume recorders 6
Dale’s bath for internal organ 15
Isolated Organs. Bath for Students complete with liver etc. 25
Animal Weighing Machine, for small and big animals (for each) 1
Mary’s Tambour 20
Venus and arterial canula (different sizes) (each) 12
Smoking outfit, with fume cupboard 1
Varnishing outfit, for long and short papers 1
Anaesthesia boxes. 1
Surgical instruments for operative procedures, syringes, pulleys, etc.
1
(As Reqd.)
Human & Other Experiments
Microscopes, Oil immersion 42
Demonstrations eye piece 3
Double Demonstration eye piece 3
Stage incubator 1
Wastergen’s Pipettes for E.S.R. on Stand (with space pipettes) 35
Perimeter Priestly Smith S/LP.984 B & T 6
Haemogiobinometer, Sahil or hellige (with spaces) 36
Haemocytometers 36
Sphygmomanometer 12
Stethoscopes 12
Stethoscopes, Demonstration with Multipleear pieces 2
Polygraphs 2
Venus Pressure apparatus 2
Spirometer, Ordinary 6
Gas analysis apparatus, Haldane’s Students type 1
Van Slyko’s apparatus manometric 2
Gas analyzer – automatic for CO2, O2, N2 1
Douglas bag, complete 6
Basal metabolism apparatusa 1
Erogograph Mosse’s 6
Clinical thermometer 12
Compas 10

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DEPARTMENTS Units
Thermanaesthesiometer 3
Algometer 3
Apparatus for passive movement 1
Knee hammer 12
Stethograph 10
Bicycle ergometer 4
Olfactometer 1
Opthalmoscope 2
Schematic eye 2
Phakoscope 1
Perimeters, with charts 2
Colour percetion lantern Edridge Green 1
Maddox rod 1
Newtons colour wheel 1
Tuning forks to test hearing 32-10,000 cps (sets) 2
Dynamometer 1
Otorhinolaryngoscope 3
Steriliser Electric 2
Instrument trolley 1
Stop watches 6
General
Physiograph, 3 channels, complete with accessories 1
Physiograph, single channel, with accessories 6
Centrifuge, high speed with technometer etc. 1
Calorimeter, photo-electric 1
pH meter, electric 1
Refrigerator, 9-10c ft. 1
Oxygen Cylinder with trolley 6
Co cylinder with trolley 2
Electronic stimulator 1
Water distillation still, with spare heating elements 1
All glass distillation apparatus double stage 1
Voltage stabilizer 3
Stepdown transformers 1
Thermometers, balances, microslides and glassware (As requid.) 1

DEPARTMENT OF BIOCHEMISTRY

Fume cupboards 2
Boiling Water baths, with lids having 8-12 Holes 6
Autoclave electric 2
Balance open pan 6
Balance semi micro 2
Balance micro 1
Votex mixers 2

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DEPARTMENTS Units
Urinometers 50
Constant temperature water bath 4
Ryles tube 4
Incubator electric with thermostat 4
Hot air oven 4
Magnetic stirrer 2
Pump vaccum 2
Calorimeters 6
Refrigerators 4
Flame Photometer 2
Thermometers 0-2500C 4
Thermometers 0-110 0C 4
Cork borer set 1
Stop watch 4
Spirit lamp 50
Chromatographic chamber 2
Water distillation plant (metallic) 3
All glass distillation apparatus 3
Desicators large size 6
Desicators small size 6
Centrifuge clinical for 12 tubes 6
PH meters 3
Homogeniser 3
Microscopes 6
Ultra Violet (U.V.) lamp 1
Tools for small workshop for glass blowing and mending (1 set) 1
Bottle dispensers 15
Samplers (autopipettes) different volume range 15
Electrophoresis apparatus with power supply for Paper PAGE
6
AGAROSE
Spectrophotometer 1
Binocular research microscopes 2
Glass ware as required by standard lab. Like pipettes, beakers and
1
conical flasks, etc.(As Reqd.)

DEPARTMENT OF PATHOLOGY
Morbid Histology and Morbid Anatomy Sections
Weighing machine for cadavers 1
Rotary Microtomes 2
Freezing Microtome with a stand for carbondioxide cylinder 1
Hot plates 2
Hot air oven (50 degree Celsus) for special staining 2
@ Paraffin embedding bath (Ordinary) 2
@ Electric vacuum embedding baths 2
@ if Histo Kinette is not available.
Autoclave electric 2

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DEPARTMENTS Units
Distilled water still 1
Water bath 57 degree Celsius 1
Rectangular water bath 1
Centrifuge machine electric Rotofix 1
Colorimeter Photoelectric Klett. 1
Cabinet for 1000 slides 1
Band saw 1
Autopsy tables 2
Automatic tissue processor 2
Histokinmettee or similar, complete 1
Staining racks for staining in bulk 10
Troughs for staining in bulk 12
Coplin jars 24
Water bath electric (Tissue Floatation 2
Balance, Chemical with weights Microscopes, Monocular, with
2
double nose piece, High power objective
Microscopes, Monocular, with double nose piece, High power
60
objective 2 eye-pieces, mechanical stage and condensor
Oil immersion lens for above 60
Polarising attachments for microscopes 1
Micrometers, ocular 1
Demonstration eye pieces 6
Magnifying lens 6
Blood pressure instrument 2
Micrometer stage 2
Hot plat electric 2
Laboratory Counter nine keys clay Adams 6
Laboratory stirrer 1
Automatic timer 2
Balance for weighing organs 1
Saws, wire for cutting bones 1
Slide boxes for 100 slides for Students 120
Drill for boring glass 2
Blow piece with bellows for bending glass 2
Microphotographic apparatus 1
X-ray viewing box(2 in One) 2
Double Demonstration Eye piece 2
Microprojection apparatus 2
Sternal puncture needle Adulet size 2
Sternal puncture needle child size 2
Liver Biopsy needle 2
Box weight analytical 2
Stop watch reading at 1/5 second. 6
Ultraviolet lamp. 1
pH Meter electric. 1
Microscope, Binacular, research. 1

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DEPARTMENTS Units
Paper Electrophoresic apparatus vertical 1
Paper electrophoresis apparatus, horizontal 1
Water still electric 1
2 x 2 slide Projector. 2
Overhead projector 1
Museum jars. As required 1
Drawing instruments and colours for photo artist 1
Surgical instruments. 1 set 1
Dark room lamp, developing troughs Chemicals etc. for photo artist 1
1
set
Glassware, stains, chemicals reagents etc. for Histological work. 1
Clinical Laboratory:
Microscope high power with oil immersion lens 15
Bottles Sp. Gravity 25 cc 2 2
PH meter, with ultra micro blood PH electrodes and Electrical 1
Contrifuge One higher power contrifuge for serological works, 2
one for haematological work and one other 3 1
Incubator 1 1
Haemacytometers with red and white pipettes 60 60
Haemoglobinometers, Sahili’type 60 60
Sedimentation apparatus-one wester green and one wintrobole 2 sets 2
Staining jars for slides. 12
Urinometers 9 9
Albuminometers, esbachs & Aufrech’s type 1 1
Urine Glasset (Conical) 12 12
Water baths with lids and holes thereon for holding test tubes etc. 2 2
Centrifuge tubes graduated 36 36
Graduated cylinders for various capaciies ranging from 100 cc to
1
1000 cc. 6 of each.
Pipettes of various sizes, graduated sets (As required) 1
Reagent bottles. (As Reqd.) 1
Balances-(1) Sensitive balance 2
(2) Chemical balance with weight boxes 2

DEPARTMENT OF MICROBIOLOGY

Incubators, electrical (large) 37 degree Celsius 4

Autoclave 3
Hot air sterliser 2
Serum inspissators 2
Balance, Chemical 2
Lovibond comparators 1
Flasks flat bottom 50 cc. 6
Microscope oil-immersion moveable stage Abbe, condenser etc. 55

136 | P a g e
DEPARTMENTS Units
Refrigerators 3
Micrometer eye pieces 2
Micrometer stage 2
Centrifuge, electrical high power 2
Refrigerated centrifuge 1
Distilled water plant 2
Distilled water plant all glass 1
Oil immersion lens for student’s microscope. 55
Dropping bottles for stains (Plastic) 500
Staining troughs 60
Anaerobic apparatus 3
Electrophorosis complete set 1
B.O.D. incubator 2
Laminer flow table 1
Ultra Violet (U.V.) Lamps 1
Venereal Diseases Research Laboratory (V.D.R.L.) shaker 2
Computer unit 1
Overhead Projector 1
Water bath (Serological ) 37 degree Celsius 1
Water bath (Serological ) 56 degree Celsius 1
Deep freeze (-20 degree Celsius) 1
Elisa Reader, dispensor and washer 1
Binocular microscope(branded) 2
Culture facilities
Thermometers (Assorted) 12
Glassware, such as pipettes burettes, beakers, conical flasks, petri
1
dishes, of different sizes, reagent bottles etc (As reqd.).
Material for preparation of media satains (as Redqd.) 1
PH Determination apparatus 2
Reagent bottles with stopper 2000 cc 12
1000 cc 36
500 cc 24
250 cc 24
100 cc 60
50 cc 60
Test tubers hard glass150 mm x 18 mm 10
100 mm x 12 mm 20
75 mm x 12 mm 20

DEPARTMENT OF PHARMACOLOGY

Starling’s long extension kymographs with time markers. 3

The ideal Respiration Pump (500 cc. CAP.) 3
Brodi’s operation tables 3
Incubators 2

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DEPARTMENTS Units
Refrigerators 2
Assembly perfusion apparatus for mammalian heart 4
Standard power tables 3
Automatic electric recording drums 4
Mechanical Stromhur 2
Centrifuge. 2
Colorimeters 3
Canulas (different types) 48
Cautery machine, electric Blendsone 1
Varnishing Tray with foot lever 2
Four Unit isolated organ bath palmer F.67 1
Analgesiometer 1
Smoking Burners Palmer A-291 and A-265 1
Tracheal Canula Metal Palmer E.76 4
Condons Drop Recorder – Palmer B-75 1
Prof.Inchleys Drop Recorder-Palmer B.78 1
Animal weighing:
a) Machine for small animals like rats and gunea pig 3
b) Machine for big animals like dogs 3
Dissection instruments and injection syringes (As Rqd.) 1
* Kymograph (students) Electric independent unit 100
* Electric Motor ¼ with split pulleys 2
* Shafting steel rod ¾” diameter and 18” long 8
* Standard Shafting and fittings 40
* Pulleys 30
Muffs coupling for joining of the above mentioned shafting steel
12
rods
X-blocks(As Reqd.) 1
Hook grip rods (As Reqd.) 1
Plain stand 100
Apparatus for isolated rabbit intestine etc. 100
Jacquets graphic chronometer 2
Frog Boards Palmer c. 120 100
Jackson’s Enterograph 3
Hair Aesthesiometer-Palmer W.290 2
Long Extension for paper palmer A-130 2
Animal Balance Tripple Beam 2
Manometers mercury Palmer C-200 6
Metronome Palmer B-5 2
Oncometer Kidney 2
Oncometer Heart 2
Copper Trays (10”x8”x1”) 100
Thermometer (upto 110 degree Celsius) 100
Distillation apparatus 4
Microscopes ordinary 4

138 | P a g e
DEPARTMENTS Units
Working tables with racks each table 36’ long 6
Chemical Balance-ordinary Apothecary’s 2
Chemical Balance-Sensitive 2
Dissection instrument Set (As Reqd.) 1
Stop clock 12
Water bath 4 hole electrically heated 12
Bell jars Assorted 36
Petri dishes assorted 30
Museum drugs specimen jars 30
All glass distillation apparatus cap.2 litres 2
Centrifuge Electric internation R.P.M. 3000 2
Microscope students type with mechanical stage and oil immersion 4
Microscope lamps 4
Magnetic stirrer B.T.L. 1
Autoclave electric 1
Waring Blender M.S.E. 1
Hot air oven size 14”x14”x14” 1
Incubator Electric Size 14”x14”x14” 1
Vacuum & Pressure Pump Cenco 2
Instruments Sterilliser Electric size 12” x 8”x6” 2
B.P. Apparatus 8
Distilled water still Manesty Electrical Cap.2 gallon per hour 2
Stethescope 8
Multimeter 1
Temperature controlled water bath 37 0 C 1
Razor Hone 2
Electric Hot Plate 2
Deionizer-two of capacity 20 litres per hour and 6 litres per hour
(mixed bed type) connected in series Physiographs with Transducers 2
and other relevant accessories (may substitute kymographs)
Vortex mixer 2
Actophotometer 1
Rotarod Assembly 1
Electro-Convulsiometer 1
Cook’s Pole Climbing Apparatus 1
Metabolic Cagges (Dieuretic Study) 4
Digital pH meter 1
Tablet Disintegration Machine Glass tubing (length of 6 ft.) 1
Glass rods-assorted sizes of 6 ft. 100
Glass mortar & pestles capacity of 500 and 200 cc Each 24
Cork borer set of 12 1
Holder for platinum wireloop 110
Lancet spring (disposable) 110
Lamp for microscope ( as reqd.) 1
Magnifying glass with metal handle 60

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DEPARTMENTS Units
Metal mincing machine 1
Postmortem instruments sets complete 2
Suction pumps 1
Filtering apparatus sietz filter and Millipore filter 1
Dessicators 2
Vacuum Desicators 1
Apron plastic for postmortem 2
Apron rubber for postmortemt 2
Lyophilizer 1
Thermal Cycler 1
U.V. Transilluminator with photography 1
Colony counter 1
BACTEC system 1
Phase contrast Microscope 1
Vortex mixer 1
Electronic Balance 1
Microfuge 1
Ultra centrifuge 1
Flourescent Microscope 1

DEPARTMENT OF FORENSIC MEDICINE

Weighing machine, dial type human 2

Equipment for reporting height 2
Balance chemical 1
Balance, single pair for weighing foetus 1
Weighing machine for Weighing dead bodies 2
Weighing machine for organs 2
Folding metal scale to measure upto 7 ft. 1
Steel tape roll 2
Vernier calipers 1
Autopsy table 2
Styker autopsy saw, with accessories 3
Hacksaw 4
Dissection sets, consisting of cartilage knife bone cutting forceps
scissors, straight and curved Enterotome Scaples, knives with spare 4
blades, probe metal scale graduated in cms. Etc. 4
Rib. Shears, right and left 4
Viscerotome with attachment for illumination (Battery operated) 1
SLR camera with accessories 1
Microscope student type 25
Microscope Binocular, research 3
Stopwatch 2
X’ray view box one in four 4
View Box Two in one 3
B.P. Apparatus 4

140 | P a g e
DEPARTMENTS Units
Anthropometric set 1
Automatic tissue processing machine 1
Microtome with knife 1
Hot plates 1
L.Modes 16
Leather Strops 2
Parafin Bath Embedding 1
Slide Warming Table 1
Stone Carbarandon 2
Water bath (Tissue Flowing) 1
Distilation plant 1
Brain knife 8
Black Holder 50
Digital Spectrometer 1
Digital PH meter 1
Electric Auto slide projecter 1
Glass cutting Pencil 1
Hand Set heat Sealer 1
Spectroscope Lens with adjustable slit 2
Refrigerator 1
Cold Storage for keeping dead bodies 2
Deep freezer for keeping tissues 2
Video Camera, Television and Video Cassette Recorder 1
Instrument Cabinet, instrument, trolly, filing cabinet with folders,
2
filing cabinets for almirahs etc.

DEPARTMENT COMMUNITY MEDICINE

Comparator, Nessler 1
Barometer, Fotin 1
Extraction Apoparatus, fat 1
Filter, Pasteur chamberland, 1
Filter, berke fed 1
Hydrometres, Spirit 3
Hydrometres, milk 3
Hydrometers, wet and dry BULB 1
Incubator, electric 1
Museum jars (As Reqd.) 1
Models, charts, diagrams etc. (As Reqd.) 1
Balance Analytical 200 gm 3
Balance for weighing food stuff Capacity 2 Kg. 1
Centrifuge clinical 1
Weighing machine adult 4
Salters Baby weighing machine 4
Harpenders Calipers (for skin fold thickness) 2
Height measuring stand 1

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DEPARTMENTS Units
Aqua guard 1
Refrigerator 9 cu.ft. 1
Ice Lined Refrigerator (I.L.R.) 1
Dissecting microscope 30
Microscope oil immersion 2
T.V., V.C.R. 1
Still for distilled water 1
Autoclave 1
Sterilizers, electric 2
Computers 1
Over Head Projectors 2

FURNITURE REQUIRED IN HOSTELS

Item Qnty.Reqd.
Tables 1300
Chairs 1000
Cots 1000
Mattresses 1000
Wardrobes 600
Window curtains 2500

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 Annex – 4

COORDINATION OF HUMAN RESOURCES

The principles governing the manner and type of staffing for the Project has been detailed
in this Annex.

The Concessionaire shall recruit and manage all the required personnel at each level of the
Services in the manner as prescribed under in this Annex.

The Concessionaire shall adopt an effective human resources policy in accordance with the
Applicable Laws;

The Concessionaire shall, during the Concession Period employ fully qualified,
experienced and competent personnel to provide Medical Education to the Students, in
accordance with Applicable Laws and regulations and appoint suitable
officers/staff/representatives to work and supervise in the Project and to deal with the UT
of DNH; and

The Concessionaire shall, during the Concession Period employ fully qualified,
experienced and competent medical personnel including specialists and designate and
appoint suitable officers/staff/representatives to work and supervise in the Project and to
deal with the UT of DNH. At all time the Concessionaire would adhere to the schedule /
norms laid down by the MCI from time to time. This lays down the scale to be fulfilled
in the following aspects of the project in a defined time-bound manner for the following
aspects of the project.

After taking the letter of Intent, certain medical college staff must be employed who
should be present at the time of Inspection by Medical Council of India for giving Letter of
Permission. These staff members must be employed even though no teaching or revenue
earning is taking place as a result of teaching activity especially in Pre-Clinical and Para-
clinical departments. The concessionaire will appoint medical college staff as per
requirements of MCI as placed below.

For Para Clinical and Clinical Departments, existing doctors in SVBCH may be given first
preference if they want to join the Medical College as Teaching Faculty. Their current pay
structure may be protected till they become at-par with teaching faculty.

Ultimately two categories of staff will exist in the medical college - teaching and non-
teaching.

143 | P a g e
 Staff Requirement for 100 Admission

Department Designation LOP Ist IInd IIIrd IVth Recognition

Renew Ren Rene Rene
al ewal wal wal
Anatomy Professor 1 1 1 1 1 1
Assoc. 1 1 1 1 1 1
Prof.
Asstt. Prof. 2 2 2 2 2 2
Tutor 4 4 4 4 4 4
Physiology Professor 1 1 1 1 1 1
Assoc. Prof. 1 1 1 1 1 1
Asstt.Prof. 2 2 2 2 2 2
Tutor 4 4 4 4 4 4
Biochemistry Professor 1 1 1 1 1 1
Assoc. Prof. 1 1 1 1 1 1
Asstt. Prof. 1 1 1 1 1 1
Tutor 4 4 4 4 4 4
Pharmacology Professor 0 1 1 1 1 1
Assoc. Prof. 1 1 1 1 1 1
Asstt. Prof. 0 2 2 2 2 2
Tutor 1 2 2 2 2 2
Pathology Professor 0 1 1 1 1 1
Assoc. Prof. 1 2 2 2 3 3
Asstt. Prof. 1 3 3 3 3 3
Tutor 1 4 4 4 4 4
Microbiology Professor 0 1 1 1 1 1
Assoc. Prof. 1 1 1 1 1 1
Asstt. Prof. 0 2 2 2 2 2
Tutor 1 3 3 3 3 3
Forensic Professor 0 1 1 1 1 1
Medicine Assoc. Prof.
Asstt. Prof. 1 1 1 1 1 1

2 If more than 500

PM work then 2
Tutor 1 2 2 2 2 more

Community Professor 0 0 1 1 1 1
Medicine Assoc. Prof. 1 1 2 2 2 2
2 (+1 MO
for RHTC
Asstt. Prof. 0 3 4 4 4 & UHTC
each)

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 Staff Requirement for 100 Admission

Department Designation LOP Ist IInd IIIrd IVth Recognition

Renew Ren Rene Rene
al ewal wal wal
Epidemiologi
st-cum Asst.
Prof. 0 1 1 1 1 1

Statistician-
cum-Asst. 0 1 1 1 1 1
Prof.
Tutor 1 1 4 4 4 4
1+1 (RHTC+UHTC)
LMO 0 2 2 2 2
General Professor 1 1 1 1 1 1
Medicine Assoc. Prof. 1 1 3 3 3 3
Asstt. Prof. 2 3 4 4 4 4
Sr. Resident 6 6 6 6 6 6
Jr. Resident 8 8 1 1 1 12
Professor 0 1 21 21 21
Paediatrics 1
Assoc. Prof. 1 1 1 1 1 1
Asstt. Prof. 0 1 2 2 2 2
Sr. Resident 1 3 3 3 3 3
Jr. Resident 2 4 6 6 6 6
Tuberculosis & Professor 0 0 0 1 1 1
Respiratory Assoc. Prof. 0
Diseases 1 1 1 1 1
Asstt. Prof. 0
Sr. Resident 0 0 2 2 2 2
Jr. Resident 0 1 2 3 3 3
Dermatology,Vene Professor 0 0 0 1
reology & Leprosy Assoc. Prof. 0 0 0 1 1

Asstt. Prof. 0 1 1 1 1 1

Sr. Resident 0 0 2 2 2 2
Jr. Resident 0 1 2 3 3 3
Psychiatry Professor 0 0 0 1
Assoc. Prof. 0 0 0 1 1

Asstt. Prof. 0 1 1 1 1 1

Sr. Resident 0 0 2 2 2 2
Jr. Resident 0 1 2 3 3 3
General Surgery Professor 1 1 1 1 1 1
Assoc. Prof. 1 1 3 3 3 3
Asstt. Prof. 2 3 4 4 4 4
Sr. Resident 6 6 6 6 6 6
Jr. Resident 8 8 1 1 1 12
Professor 0 1 21 21 21
Orthopaedics 1

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 Staff Requirement for 100 Admission

Department Designation LOP Ist IInd IIIrd IVth Recognition

Renew Ren Rene Rene
al ewal wal wal
Assoc. Prof. 1 1 1 1 1 1
Asstt. Prof. 0 1 2 2 2 2
Sr. Resident 1 3 3 3 3 3
Jr. Resident 2 4 6 6 6 6
Oto-Rhino Professor 0 1 1 1 1 1
Laryngology Assoc. Prof.
Asstt. Prof. 1 1 1 1 1 1

Sr. Resident 2 2 2 2 2 2
Jr. Resident 1 2 3 3 3 3
Ophthalmology Professor 0 1
Assoc. Prof. 0 1 1 1 1

Asstt. Prof. 1 1 1 1 1 1

Sr. Resident 2 2 2 2 2 2
Jr. Resident 1 2 3 3 3 3
Obstetrics & Professor 1 1 1 1 1 1
Gynaecology Assoc. Prof. 1 1 2 2 2 2
Asstt. Prof. 1 2 3 3 3 3
A.N.M.O. 0 1 1 1 1 1
M.W.O. 0 1 1 1 1 1
Sr. Resident 2 3 3 3 3 3
Jr. Resident 2 4 6 6 6 6
Anaesthesiology Professor 0 1 1 1 1 1
Assoc. Prof. 1 1 2 2 2 2
Asstt. Prof. 1 2 3 3 3 3
Sr. Resident 2 3 8 8 8 8

Radio-Diagnosis Professor 1
Assoc. Prof. 1 1 1 1 1
1
Asstt. Prof. 1 1 1 1 1 1
Sr. Resident 2 2 5 5 5 5
Dentistry Professor 0 1 1 1 1 1
Assoc. Prof.
Asstt. Prof. 1 1 1 1 1 1

Sr. Resident 0 2 2 2 2 2
Department Of Professor 1
Physical Assoc. Prof.
Medicine And
Rehabilitation Asstt. Prof.
1
(Optional) Sr. Resident 2

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 Staff Requirement for 100 Admission

Department Designation LOP Ist IInd IIIrd IVth Recognition

Renew Ren Rene Rene
al ewal wal wal
Jr. Resident 1

Radio-Therapy Professor 1
(Optional) Assoc. Prof. 1
Asstt. Prof. 2
Tutor/ 3
Registrar

HR Coordination between SVBCH Hospital and the Concessionaire:-

1. The Authority in consultation with the Concessionaire shall appoint Dean for the
Teaching Hospital and the Medical College

2. The Authority will appoint a Hospital Administrator SVBCH teaching hospital. The
Hospital Administrator will be responsible for day-to-day functioning of the hospital and
coordination with the Dean of the Medical College.

3. The Concessionaire shall appoint the Vice Principal of the Medical College, who shall be
responsible for the day to day operation of the Medical College

4. The Dean, Hospital Administrator and the Vice –Principal of Medical College will work
together to ensure smooth transition / replacement of the medical staff of the hospital with
teaching staff appointed by the medial college.

5. The Hospital Administrator would work in close coordination with the Dean and Vice
Principal with respect to clinical and teaching functions carried out in the teaching
hospital. Decision regarding teaching of Students in the SVBCH teaching hospital as well
as clinical functions in the hospital will be of the Dean of the Medical College.

6. Administrative decisions regarding the management and upkeep of the hospital, its non-
teaching staff, will rest with the Hospital Administrator.

7. Administrative decisions of all teaching and non-teaching staff employed by the Medical
College, will be taken solely by the Dean / Vice-Principal.

8. Notwithstanding the above, Dean, Hospital Administrator and the Vice- Principal will
invariably work in close consultation regarding management of human resources,
functioning of both the medical college and the teaching hospital to ensure smooth and
seamless work in both, while maintain highest quality standards of teaching and medical
care.

Reporting Structure for Hospital and Medical College Staff

The “teaching staff in the hospital” will have a dotted line reporting to the Hospital
Administrator of the Hospital.

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 Medical
Dean of Medical
Superintendent of
College
Hospital

Non Teaching staff Teaching staff

working in Hospital working in Hospital

Teaching staff Non teaching staff Support staff working

working in college working in college in college

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 SCHEDULE-E

APPLICABLE PERMITS

1. Applicable Permits

1.1 The Concessionaire shall obtain, maintain and comply with the Applicable Permits, as
required under the Applicable Laws.

1.2 An indicative list of Applicable laws is provided hereunder:

(a) Air (Prevention and Control of Pollution) Act, 1981;

(b) Atomic Energy Act, 1962;
(c) Bio-Medical Waste (Management and Handling) Rules, 1998;
(d) Drugs and Cosmetics Act, 1940;
(e) The Environment (Protection) Act, 1986;
(f) Excise permit to Store Spirit;
(g) Hazardous Waste (Management and Handling) Rules, 1989;
(h) Indian Medical Council Act, 1956;
(i) Narcotic Drugs and Psychotropic Substances Act, 1985;
(j) No-Objection Certificate under Chief Fire Officer;
(k) Nurses and Midwives Act (applicable to specific states);
(l) Water (Prevention and Control of Pollution) Act, 1974;
(s) Medical Council of India Act; and
(t) Atomic Energy Regulatory Board

1.3 This List is indicative and it is the duty of the Concessionaire to obtain all the
Applicable Permits as required under the Applicable Laws.

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 SCHEDULE-F

PERFORMANCE SECURITY

The Chairman,
XYZ
U.T. Administration of Dadra Nagar & Haveli
Silvassa

WHEREAS:

(A) [●](the “Concessionaire”) and the [●] (the “Authority”) have entered into
a Concession Agreement dated [●] (the “Concession Agreement”) whereby the
Authority has agreed to the Concessionaire to undertake the development of Medical
College on design, build, finance, operate and transfer (“DBFOT”) basis, subject to and
in accordance with the provisions of the Concession Agreement.

(B) The Concession Agreement requires the Concessionaire to furnish a Performance

Security to the Authority in a sum of [Rs. [●] (Rupees [●])] (the “Guarantee
Agreement”) as security for due and faithful performance of its obligations, under and
in accordance with the Concession Agreement, during the Construction/Operation Period
(as defined in the Concession Agreement).

(C) We, [●] through our Branch at [●] (the “Bank”) have agreed to furnish this Bank
Guarantee by way of Performance Security.

NOW, THEREFORE, the Bank hereby, unconditionally and irrevocably, guarantees and affirms
as follows:

1. The Bank hereby unconditionally and irrevocably guarantees the due and faithful
performance of the Concessionaire’s obligations during the Construction/Operation/
Period/Defect Liability Period, under and in accordance with the Concession Agreement,
and agrees and undertakes to pay to the Authority, upon its mere first written demand,
and without any demur, reservation, recourse, contest or protest, and without any
reference to the Concessionaire, such sum or sums up to an aggregate sum of the
Guarantee Agreement as the Authority shall claim, without the Authority being required
to prove or to show grounds or reasons for its demand and/or for the sum specified
therein.

A letter from the Authority, under the hand of an Officer not below the rank of [●],
that the Concessionaire has committed default in the due and faithful performance of all or
any of its obligations under and in accordance with the Concession Agreement shall be
conclusive, final and binding on the Bank. The Bank further agrees that the Authority shall
be the sole judge as to whether the Concessionaire is in default in due and faithful
performance of its obligations during the Construction Period/Operation Period/Defect
Liability Period under the Concession Agreement and its decision that the Concessionaire
is in default shall be final, and binding on the Bank, notwithstanding any differences
between the Authority and the Concessionaire, or any dispute between them pending
before any court, tribunal, arbitrators or any other company or body, or by the discharge
of the Concessionaire for any reason whatsoever.

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2. In order to give effect to this Guarantee, the Authority shall be entitled to act as if the
Bank were the principal debtor and any change in the constitution of the Concessionaire
and/or the Bank, whether by their absorption with any other body or corporation or
otherwise, shall not in any way or manner affect the liability or obligation of the Bank
under this Guarantee.

3. It shall not be necessary, and the Bank hereby waives any necessity, for the Authority
to proceed against the Concessionaire before presenting to the Bank its demand under this
Guarantee.

4. the Authority shall have the liberty, without affecting in any manner the liability of
the Bank under this Guarantee, to vary at any time, the terms and conditions of the
Concession Agreement or to extend the time or period for the compliance with, fulfilment
and/or performance of all or any of the obligations of the Concessionaire contained in the
Concession Agreement or to postpone for any time, and from time to time, any of the
rights and powers exercisable by the Authority against the Concessionaire, and either to
enforce or forbear from enforcing any of the terms and conditions contained in the
Concession Agreement and/or the securities available to the Authority, and the Bank shall
not be released from its liability and obligation under these presents by any exercise by
the Authority of the liberty with reference to the matters aforesaid or by reason of time
being given to the Concessionaire or any other forbearance, indulgence, act or omission
on the part of the Authority or of any other matter or thing whatsoever which under any
law relating to sureties and guarantors would but for this provision have the effect of
releasing the Bank from its liability and obligation under this Guarantee and the Bank
hereby waives all of its rights under any such law.

This Guarantee is in addition to and not in substitution of any other guarantee or

security now or which may hereafter be held by the Authority in respect of or relating to
the Concession Agreement or for the fulfilment, compliance and/or performance of all or
any of the obligations of the Concessionaire under the Concession Agreement.

5. Notwithstanding anything contained hereinbefore, the liability of the Bank under this
Guarantee is restricted to the Guarantee Agreement and this Guarantee will remain in
force for the period specified in paragraph 8 below and unless a demand or claim in
writing is made by the Authority on the Bank under this Guarantee, not later than 6 (six)
months from the date of expiry of this Guarantee, all rights of the Authority under this
Guarantee shall be forfeited and the Bank shall be relieved from its liabilities hereunder.

6. The Performance Security shall cease to be in force and effect when the Concessionaire
shall have expended on Project construction an aggregate sum not less than [●] of the
Total Project Cost which is deemed to be [Rs.[ ●]] for the purposes of this Guarantee, and
provided the Concessionaire is not in breach of this Concession Agreement.

7. Upon request made by the Concessionaire for release of the Performance Security
alongwith the particulars required hereunder, duly certified by a statutory auditor of the
Concessionaire, the Authority shall release the Performance Security forthwith.

8. The Bank undertakes not to revoke this Guarantee during its currency, except with the
previous express consent of the Authority in writing, and declares that it has the power to
issue this Guarantee and the undersigned has full powers to do so on behalf of the Bank.

151 | P a g e
9. Any notice by way of request, demand or otherwise hereunder may be sent by post
addressed to the Bank at its above referred Branch, which shall be deemed to have been
duly authorised to receive such notice and to effect payment thereof forthwith, and if sent
by post it shall be deemed to have been given at the time when it ought to have been
delivered in due course of post and in proving such notice, when given by post, it shall be
sufficient to prove that the envelope containing the notice was posted and a certificate
signed by an officer of the Authority that the envelope was so posted shall be conclusive.

10. This Guarantee shall come into force with immediate effect and shall remain in force
and effect for a period of one year or until it is released earlier by the Authority pursuant
to the provisions of the Concession Agreement.

Signed and sealed this [●] day of [●], 20[●] at [●].

Signed, Sealed and Delivered

For and on behalf of the BANK by:

(Signature)
(Name)
(Designation)
(Address)

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 SCHEDULE-G

PROJECT COMPLETION SCHEDULE

1. Project Completion Schedule

During Construction Period, the Concessionaire shall comply with the requirements set
forth in this Schedule-G for each of the Project Milestones (the “Project Completion
Schedule”). Within [30 (thirty)] days of the date of each Project Milestone, the
Concessionaire shall notify the Authority of such compliance alongwith necessary
particulars thereof.

2. Project Milestone-I

2.1 Project Milestone-I shall occur on the date falling on the [1 (one)] year from the
Appointed Date (the “Project Milestone-I”).

2.2 Prior to the occurrence of Project Milestone-I, the Concessionaire shall have
commenced construction of the Project and expended not less than [40% (forty
percentage)] of the total capital cost set forth in the Financial Package.

3. Project Milestone-II

4.1 Project Milestone-II shall occur on the date falling on the [2 (two)] years from the
Appointed Date (the “Project Milestone-II”).

3.2 Prior to the occurrence of Project Milestone-II, the Concessionaire shall have
constructed all Project Facilities and expended [100% (one hundred percentage)] of the
total capital cost set forth in the Financial Package.

4. Extension of period

Upon extension of any or all of the aforesaid Project Milestones, as the case may be,
under and in accordance with the provisions of this Agreement, the Project Completion
Schedule shall be deemed to have been amended accordingly.

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 SCHEDULE-H

TESTS

Schedule for Tests for Medical College Facility

1. The Concessionaire shall, no later than 60 (sixty) days prior to the likely completion of the
Medical College, as the case may be, notify the Independent Engineer and the Authority of
its intent to subject the Medical College to tests, and no later than 7 (seven) days prior to
the actual date of Tests, furnish to the Independent Engineer and the Authority detailed
inventory and particulars of all works forming part of the Medical College.

2. The Concessionaire shall notify the Independent Engineer of its readiness to subject the
Medical College, to Tests at any time after 7 (seven) days from the date of such notice, and
upon receipt of such notice, the Independent Engineer shall, in consultation with the
Concessionaire, determine the date and time for each Test and notify the same to the
Authority who may designate its representative to witness the Tests. The Independent
Engineer shall thereupon conduct the Tests itself or cause any of the Tests to be conducted
in accordance with this Agreement.

3. Tests for Medical College

3.1 Tests: Without prejudice to the provisions of this Clause 2, the Independent
Engineer shall require the Concessionaire to carry out or cause to be carried out
Tests, in accordance with Good Industry Practice, for determining the compliance
of the Medical College with Specifications and Standards. The Tests would be
carried out on a random sample basis and the number or frequency, as the case may
be, of such Tests shall, to the extent possible, not exceed 10% (ten per cent) of the
tests that the owner or builder of such works would normally undertake in
accordance with Good Industry Practice.

3.2 Visual and physical Test: The Independent Engineer shall conduct a visual and
physical check of the Medical College to determine that all works and equipment
forming part thereof conform to the provisions of this Agreement.

4. The Independent Engineer shall require the Concessionaire to carry out or cause to be
carried out destructive testing of one full standard span (upto its failure). Such testing shall
be carried out at the initial stages of production of precast segments of the superstructure.

5. Test for Equipment

5.1 The Concessionaire shall, no later than 30 (thirty) days prior to the likely
completion of the installation of Equipment, notify the Independent Engineer and
the Authority of its intent to subject the Equipment to Tests, and no later than 7
(seven) days prior to the actual date of Tests, furnish to Independent Engineer and
the Authority, detailed inventory and particulars of manufactures’ guidelines,
guarantees and warranties.

5.2 The Concessionaire shall notify the Independent Engineer of its readiness to subject
the Equipment to Tests at any time after 7 (seven) days from the date of such notice,
154 | P a g e
 and upon receipt of such notice, the Independent Engineer shall, in consultation
with the Concessionaire, determine the date and time for each Test and notify the
same to the Authority who may designate its representative to witness the Tests.
The Independent Engineer shall thereupon conduct the Tests to determine that the
installation of Equipment is in accordance with the manufacturer’s guidelines.

6. Environmental audit

The Independent Engineer shall carry out a check to determine conformity of the Medical
College and Equipment with the environmental requirements set forth in Applicable Laws
and Applicable Permits.

7. Completion Certificate

Upon successful completion of Tests, the Independent Engineer, as the case may be, shall
issue the Completion Certificate, in accordance with the provisions of this Agreement.

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 SCHEDULE-I

COMPLETION CERTIFICATE

1. I, [Name of the Independent Engineer], acting as Independent Engineer, under and

in accordance with the Concession Agreement dated [●] (the “Agreement”), for
Development of Medical College (the “Project” ) on design, build, finance, operate and
transfer (“DBFOT”) basis, through [Name of Concessionaire], hereby certify that the
Tests specified in Clause 12.3 and Schedule-H of the Agreement have been successfully
undertaken to determine compliance of the Project with the provisions of the Agreement,
and I am satisfied that the Project can be safely and reliably placed in commercial service
thereof.

2. It is certified that, in terms of the aforesaid Agreement, all works forming part of the
Project have been completed, and the Project is hereby declared fit for entry into
commercial operation on this the [●] day of [●] 20[●].

Signed, Sealed and Delivered For and on

behalf of Independent Engineer by:

(Signature)
(Name)
(Designation)
(Address)

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 SCHEDULE-J

MAINTENANCE REQUIREMENTS

1. Maintenance Requirements

1.1 The Concessionaire and the Authority shall, at all times, operate and maintain the
Medical College and Hospital respectively, in accordance with the provisions of
the Agreement, Applicable Laws, MCI Requirements and Applicable Permits. In
particular, the Concessionaire and the Authority shall, at all times during the
Operation Period, conform to the maintenance requirements set forth in this
Schedule-J (the “Maintenance Requirements”).

1.2 The Concessionaire or the Authority, as the case may be, shall repair or rectify
any defect or deficiency set forth in Paragraph 2 of this Schedule-J within the time
limit specified therein and any failure in this behalf shall constitute a breach of the
Agreement. Upon occurrence of any breach hereunder by the Concessionaire, the
Authority shall be entitled to recover Damages as set forth in this Agreement,
without prejudice to the rights of the Authority under the Agreement, including
Termination thereof. The Authority will indemnify the Concessionaire in case
there is any deficiency in conforming to the Maintenance Requirements in the
hospital.

2. Repair/rectification of defects and deficiencies

2.1 The obligations of the Concessionaire or the Authority, as the case may be, in
respect of Maintenance Requirements shall include repair and rectification of the
defects and deficiencies specified in Annex to this Schedule within the time limit
set forth therein.

3. Other defects and deficiencies

3.1 In respect of any defect or deficiency not specified in Annex to this Schedule, the
Concessionaire or the Authority, as the case may be, shall undertake repair or
rectification in accordance with Good Industry Practice.

3.2 In respect of any defect or deficiency not specified in Annex to this Schedule, the
Steering Coordination Committee may, in conformity with Good Industry
Practice, specify the permissible limit of deviation or deterioration with reference
to the Specifications and Standards, and any deviation or deterioration beyond the
permissible limit shall be repaired or rectified by the Concessionaire or the
Authority, as the case may be, within the time limit specified by the Steering
Coordination Committee.

4. Extension of time limit

Notwithstanding anything to the contrary specified in this Schedule-J, if the nature and
extent of any defect or deficiency justifies more time for its repair or rectification than the
time specified herein, the Concessionaire or the Authority as the case may be, shall be
entitled to additional time in conformity with Good Industry Practice. Such additional

157 | P a g e
 time shall be determined by the Steering Coordination Committee and conveyed to the
Concessionaire or the Authority as the case may be, with reasons thereof.

5. Emergency repairs/restoration

Notwithstanding anything to the contrary contained in this Schedule-J, if any defect,

deficiency or deterioration in the Medical College or the Hospital, as the case may be,
poses a hazard to safety or risk of damage to property, the Concessionaire or the
Authority as the case may be, shall promptly take all reasonable measures for eliminating
or minimizing such danger.

6. Inspection by the Authority

The Authority shall, undertake a visual inspection on a monthly basis of the Medical
College, and maintain records thereof in registers to be kept in such form and manner as
the UT Administration may specify. Such record shall be kept in safe custody of the
Authority and shall be open to inspection by the UT Administration at any time during
office hours.

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 Annex to Schedule-J
Repair/Rectification of Defects and Deficiencies

The Concessionaire and the Authority shall repair and rectify the defects and deficiencies
specified in this Annex-I of Schedule-J within the time limit set forth herein.

Medical College including Hostel and Hospital Building

Nature of Defect or Deficiency Time limit for

repair /
rectification
(i) Failure of electric supply - [5 seconds
(substitution by UPS / generator)
(ii) Damage to floor, walls or paint - [48 hours]
(iii) Breakage of glass - [24 hours]
(iv) Breakage of furniture - [24 hours]
(v) Removal of debris and unclaimed materials - [1 hour]
(vi) Dirt, garbage, stains or dust on floors, walls, fixtures, signage, - [1 hour]
counters and furniture
(vii) Dirt or odour in toilets - [30 minutes]
(viii) Damage or malfunction of electricity, water and sanitary fittings - [4 hours]
(ix) Discontinuation of drinking water supply - [2 hours]
(x) Choking and/or blockage of sewer lines, drains or rain water - [2 hours]
pipes
(xi) Malfunctioning of doors, windows or fixtures - [4 hours]
(xii) Malfunctioning of lifts - [1 hour ]
(xiii) Waste bins when 3/4th full [15 minutes]
(xiv) Dirt, garbage, litter, stains or spillage [30 minutes]

Equipment

The Concessionaire and the Authority shall operate and maintain the Equipment installed in
the Medical College and the Hospital in accordance with manufacturer’s guidelines,
Applicable Laws and Good Industry Practice.

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 SCHEDULE-K

STUDENT MIX & ADMISSION PRINCIPLES

1. Student Mix

The Student Mix would comprise of the following:

Sr. Category of Students Reservation of the Seats *

No
1 Category I - UT Administration %age of seats offered by the Concessionaire as
Sponsored Students UT Administration Sponsored Students Seats for
each type of the Medical Education courses
offered by the Medical College
2 Category II - General or Open 75% of seats for each type of the Medical
Category Education courses offered by the Medical
College

Less : %age of seats offered by the

Concessionaire as UT Administration Sponsored
Students Seats for each type of the Medical
Education courses offered by the Medical
College
3 Category III - Management Seats 25% of seats (including NRI quota) for each type
of the Medical Education courses offered by the
Medical College

Notwithstanding anything contained herein, in

compliance with the Applicable Laws, 50% of
Post Graduate Seats shall be categorized as
Management Seats.
* Reservation of seats shall be computed for each type of the medical education courses offered by
the Medical College

2. Admission Process and Procedure

The selection of Students to Medical College shall be based solely on merit of the candidate
and for determination of the merit, the following criteria be adopted as per MCI Regulations:

A competitive entrance examination should be held so as to achieve a uniform evaluation

as there may be variation of standards at qualifying examinations conducted by different
agencies; Procedure for selection to Graduate Course shall be as follows:- based on merit,
candidate for admission to Graduate Course must have passed in the subjects of Physics,
Chemistry, Biology & English individually and must have obtained a minimum of 50%
marks taken together in Physics, Chemistry, and Biology at the qualifying examination.
In respect of candidates belonging to Scheduled Castes, Scheduled Tribes or Other
Backward Classes, the marks obtained in Physics, Chemistry and Biology taken together
in qualifying examination be 40% instead of 50% as above.

In order to be eligible for admission to Graduate Course for a particular academic year, it

160 | P a g e
shall be necessary for a candidate to obtain minimum of marks at 50th percentile in the
admission test to Graduate course’ held for the said academic year. However, in respect
of candidates belonging to Scheduled Castes, Scheduled Tribes, Other Backward Classes,
the minimum marks shall be at 40th percentile.

In respect of candidates with locomotory disability of lower limbs, the minimum marks
shall be at 45th percentile.

The percentile shall be determined on the basis of highest marks secured in the All-India
common merit list in NEET/ other medical entrance examination for admission to
Graduate Course. Subject to the Applicable Laws, the following minimum number of
seats for Graduate Course shall be filled as follows :

15% of the total Graduate Course (MBBS) seats shall be filled based on the
AIPMT / National Eligibility cum Entrance Test (NEET) for admission to
Graduate Course in each academic year as conducted by Central Board for
Secondary Education.
The balance seats for Graduate Course (MBBS) seats can be filled based on the
medical entrance admission test adopted by the affiliated University i.e. South
Gujarat University, Surat

The reservation criteria would be based on the UT rules being followed.

161 | P a g e
 SCHEDULE-L

ROLE FOR STEERING COORDINATION COMMITTEE

The role of the Steering Coordination Committee will include:

(a) review and approve the Medical College development plan and operation plan

(b) review the process and procedure followed by the Medical College for ensuring compliance with
MCI Regulations;

(c) review reports submitted by the Concessionaire including on the quality of the Medical Education
services;

(d) review and approve the range of Medical Education courses & Services to be provided by the
Concessionaire;

(e) review the nature and content of the reports to be provided by the Concessionaire including
periodic reports, financial reports and annual reports;

(f) review the reports of the Authority and remedial action taken by the Concessionaire

(g) review the annual quality reports and remedial action taken by the Concessionaire

(h) may discuss and attempt to amicably resolve the Dispute between the Parties as per agreed terms;

(i) may appoint the independent consultant to monitor, inspect and review the performance of the
Concessionaire’s obligation and / or for any other activity, as the Steering Coordination
Committee may desire in accordance with the terms & conditions of this Agreement;

(j) such other functions as may be required by the Authority in consultation with the Concessionaire
from time to time, and will from time to time make recommendations to the Concessionaire and
the Authority on these matters.

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 SCHEDULE-M

APPOINTMENT & TERMS OF REFERENCE FOR INDEPENDENT ENGINEER

1 Selection of Independent Engineer

1.1 The provisions of Part II of the Standard Bidding Documents for Consultancy
Assignments: Time Based (Volume V) issued by the Ministry of Finance, GOI in July,
1997 shall apply, mutatis mutandis, for invitation of bids and evaluation thereof save as
otherwise provided herein.

1.2 The Authority shall invite expressions of interest from consulting firms or bodies
corporate to undertake and perform the duties and functions set forth in Schedule-M and
thereupon shortlist 10 (ten) qualified firms in accordance with pre-determined criteria.
The Authority shall convey the aforesaid list of firms to the Concessionaire for scrutiny
and comments, if any. The Concessionaire shall be entitled to scrutinise the relevant
records of the Authority to ascertain whether the selection of firms has been undertaken in
accordance with the prescribed procedure and it shall send its comments, if any, to the
Authority within 7 (seven) days of receiving the aforesaid list of firms. Upon receipt of
such comments, if any, the Authority shall, after considering all relevant factors, finalise
and constitute a panel of 10 (ten) firms (the “Panel of Firms”) and convey its decision to
the Concessionaire.

1.3 The Authority shall invite the aforesaid firms in the Panel of Firms to submit their
respective technical and financial offers, each in a separate sealed cover. All the
technical bids so received shall be opened and pursuant to the evaluation thereof, the
Authority shall shortlist 3 (three) eligible firms on the basis of their technical scores.
The financial bids in respect of such 3 (three) firms shall be opened and the order of
priority as among these firms shall be determined on the basis of a weighted evaluation
where technical and financial scores shall be assigned respective weights of [70]:[30]

2 Fee and expenses

2.1 In determining the nature and quantum of duties and services to be performed by the
Independent Engineer during the Development Period and Construction Period, the
Authority shall endeavour that payments to the Independent Engineer on account of fee
and expenses do not exceed [2% (Two Percent)] of the Total Project Cost. Payments not
exceeding such [2% (Two Percent)] shall be borne equally by the Authority and the
Concessionaire in accordance with the provisions of this Agreement and any payments in
excess thereof shall be borne equally by the Authority and the Concessionaire.

3 Appointment of government entity as Independent Engineer

Notwithstanding anything to the contrary contained in this Schedule, the Authority may
in its discretion appoint a government-owned entity as the Independent Engineer;
provided that such entity shall be a body corporate having as one of its primary function
the provision of consulting, advisory and supervisory services for construction of hospital
/ colleges; provided that a government-owned entity which is owned or controlled by the
Authority shall not be eligible for appointment as Independent Engineer.

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5. Terms of Reference

Detailed Terms of Reference for an Independent Engineer have been enclosed in Annex-1
respectively to this Schedule-M.

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 Annex-1

(Schedule-M)

TERMS OF REFERENCE OF INDEPENDENT ENGINEER

1. Scope

1.1 These Terms of Reference for the Independent Engineer (the “TOR”) are being
specified pursuant to the Concession Agreement dated [●] (the “Agreement”), which has
been entered into between the Authority and [●] (the “Concessionaire”) for the Project
in the Silvassa on design, build, finance, operate and transfer (“DBFOT”) basis, and a
copy of which is annexed hereto and marked as Annex-A to form part of this TOR.

2. This TOR shall apply during the Development Period and Construction Period of the
Project.

3. Definitions and interpretation

2.1 The words and expressions beginning with or in capital letters used in this TOR and not
defined herein but defined in the Agreement shall have, unless repugnant to the context,
the meaning respectively assigned to them in the Agreement.

2.2 References to Articles, Clauses and Schedules in this TOR shall, except where the
context otherwise requires, be deemed to be references to the Articles, Clauses and
Schedules of the Agreement, and references to Paragraphs shall be deemed to be
references to Paragraphs of this TOR.

2.3 The rules of interpretation stated in Clauses 1.2, 1.3 and 1.4 of the Agreement shall
apply, mutatis mutandis, to this TOR.

3. Role and functions of the Independent Engineer

3.1 The role and functions of the Independent Engineer shall include the following:

(a) review of the Detailed Project Report and any other documents as set forth in
Paragraph 4;

(b) review, inspection and monitoring of Construction Works as set forth in

Paragraph 5;

(c) conducting Tests on completion of construction and issuing Completion

Certificate as set forth in Paragraph 5;

(d) determining, as required under the Agreement, the costs of any works or services
and/or their reasonableness;

(e) determining, as required under the Agreement, the period or any extension
thereof, for performing any duty or obligation;

(f) assisting the Parties in resolution of disputes as set forth in Paragraph 7; and

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 (g) undertaking all other duties and functions in accordance with the Agreement.

The Independent Engineer shall discharge its duties in a fair, impartial and efficient
manner, consistent with the highest standards of professional integrity and Good Industry
Practice.

4. Development Period

4.1 During the Development Period, the Independent Engineer shall undertake a detailed
review of the Detailed Project Report and any other documents to be furnished by the
Concessionaire along with supporting data, including the surveys and investigations.
The Independent Engineer shall complete such review and send its
comments/observations to the Authority and the Concessionaire within 15 (fifteen) days
of receipt of such Detailed Project Report and any other documents. In particular, such
comments shall specify the conformity or otherwise of such Detailed Project Report
and any other documents with the Scope of the Project and Specifications and
Standards.

4.2 The Independent Engineer shall review any modified Detailed Project Report or any
other documents sent to it by the Concessionaire and furnish its comments within 7
(seven) days of receiving such Detailed Project Report or any other documents.

4.3 The Independent Engineer shall review the Detailed Project Report and any other
documents and sent to it by any consultant and furnish its comments thereon to the
Authority and the Concessionaire within 7 (seven) days of receiving such Detailed
Project Report and any other documents. The Independent Engineer shall also review the
report submitted by such consultant and furnish its comments thereon to the Authority
within 15 (fifteen) days of receiving such report.

4.4 The Independent Engineer shall review the detailed design, construction
methodology, quality assurance procedures and the procurement, monitoring and
construction time schedule sent to it by the Concessionaire and furnish its comments
within 15 (fifteen) days of receipt thereof.

4.5 Upon reference by the Authority, the Independent Engineer shall review and comment on
the contract(s) for construction, operation and maintenance of the Project, and furnish its
comments within 7 (seven) days from receipt of such reference from the Authority.

5. Construction Period

5.1 In respect of the Drawings and any other documents received by the Independent
Engineer for its review and comments during the Construction Period, the provisions of
Paragraph 4 shall apply, mutatis mutandis.

5.2 The Independent Engineer shall review the monthly progress report furnished by the
Concessionaire and send its comments thereon to the Authority and the Concessionaire
within 7 (seven) days of receipt of such report.

5.3 The Independent Engineer shall inspect the Construction Works and the Project once
every month, preferably after receipt of the monthly progress report from the
Concessionaire, but before the 20th (twentieth) day of each month in any case, and make
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 out a report of such inspection (the “Inspection Report”) setting forth an overview of the
status, progress, quality and safety of construction, including the work methodology
adopted, the materials used and their sources, and conformity of Construction Works with
the Scope of the Project and the Specifications and Standards. In a separate section of the
Inspection Report, the Independent Engineer shall describe in reasonable detail the
lapses, defects or deficiencies observed by it in the construction of the Project. The
Independent Engineer shall send a copy of its Inspection Report to the Authority and the
Concessionaire within 7 (seven) days of the inspection.

5.4 The Independent Engineer may inspect the Project more than once in a month if any
lapses, defects or deficiencies require such inspections.

5.5 For determining that the Construction Works conform to Specifications and Standards,
the Independent Engineer shall require the Concessionaire to carry out, or cause to be
carried out, tests on a sample basis, to be specified by the Independent Engineer in
accordance with Good Industry Practice for quality assurance. The Independent Engineer
shall issue necessary directions to the Concessionaire for ensuring that the tests are
conducted in a fair and efficient manner, and shall monitor and review the results thereof.

5.6 The sample size of the tests, to be specified by the Independent Engineer under Paragraph
5.5, shall comprise [●] % of the quantity or number of tests prescribed for each category
or type of tests in the Construction Quality Plan; provided that the Independent Engineer
may, for reasons to be recorded in writing, increase the aforesaid sample size by up to [●]
% for certain categories or types of tests.

5.7 The timing of tests referred to in Paragraph 5.5, and the criteria for acceptance/ rejection
of their results shall be determined by the Independent Engineer in accordance
with the Construction Quality Plan. The tests shall be undertaken on a random sample
basis and shall be in addition to, and independent of, the tests that may be carried out by
the Concessionaire for its own quality assurance in accordance with Good Industry
Practice.

5.8 In the event that the Concessionaire carries out any remedial works for removal or
rectification of any defects or deficiencies, the Independent Engineer shall require the
Concessionaire to carry out, or cause to be carried out, tests to determine that such
remedial works have brought the Construction Works into conformity with the
Specifications and Standards, and the provisions of this Paragraph 5 shall apply to such
tests.

5.9 In the event that the Concessionaire fails to achieve any of the Project Milestones, the
Independent Engineer shall undertake a review of the progress of construction and
identify potential delays, if any. If the Independent Engineer shall determine that
completion of the Project is not feasible within the time specified in the Agreement, it
shall require the Concessionaire to indicate within 15 (fifteen) days the steps proposed to
be taken to expedite progress, and the period within which the Project Completion Date
shall be achieved. Upon receipt of a report from the Concessionaire, the Independent
Engineer shall review the same and send its comments to the Authority and the
Concessionaire forthwith.

5.10 If at any time during the Construction Period, the Independent Engineer determines that
the Concessionaire has not made adequate arrangements for the safety of workers and
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 Students / faculty members in the zone of construction or that any work is being carried
out in a manner that threatens the safety of the workers and the Students / faculty
members, it shall make a recommendation to the Authority forthwith, identifying the
whole or part of the Construction Works that should be suspended for ensuring safety in
respect thereof.

5.11 In the event that the Concessionaire carries out any remedial measures to secure the
safety of suspended works and Students / faculty members, it may, by notice in writing,
require the Independent Engineer to inspect such works, and within 3 (three) days of
receiving such notice, the Independent Engineer shall inspect the suspended works and
make a report to the Authority forthwith, recommending whether or not such suspension
may be revoked by the Authority.

5.12 If suspension of Construction Works is for reasons not attributable to the Concessionaire,
the Independent Engineer shall determine the extension of dates set forth in the Project
Completion Schedule, to which the Concessionaire is reasonably entitled, and shall notify
the Authority and the Concessionaire of the same.

5.13 The Independent Engineer shall carry out, or cause to be carried out, all the Tests
specified in Schedule-H and issue a Completion Certificate. For carrying out its
functions under this Paragraph 5.13 and all matters incidental thereto, the Independent
Engineer shall act under and in accordance with the provisions of Article 13 and
Schedule-H.

5.14 Upon reference from the Authority, the Independent Engineer shall make a fair and
reasonable assessment of the costs of providing information, works and services and
certify the reasonableness of such costs for payment by the Authority to the
Concessionaire.

5.15 The Independent Engineer shall aid and advise the Concessionaire in preparing the
Maintenance Manual.

6. Determination of costs and time

6.1 The Independent Engineer shall determine the costs, and/or their reasonableness, that are
required to be determined by it under the Agreement.

6.2 The Independent Engineer shall determine the period, or any extension thereof, that is
required to be determined by it under the Agreement.

7. Assistance in Dispute resolution

7.1 When called upon by either Party in the event of any Dispute, the Independent
Engineer shall mediate and assist the Parties in arriving at an amicable settlement.

7.2 In the event of any disagreement between the Parties regarding the meaning, scope and
nature of Good Industry Practice, as set forth in any provision of the Agreement, the
Independent Engineer shall specify such meaning, scope and nature by issuing a reasoned
written statement relying on good industry practice and authentic literature.

8. Other duties and functions

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 The Independent Engineer shall perform all other duties and functions specified in the
Agreement.

9. Miscellaneous

9.1 The Independent Engineer shall notify its programme of inspection to the Authority and
to the Concessionaire, who may, in their discretion, depute their respective
representatives to be present during the inspection.

9.2 A copy of all communications, comments, instructions, Detailed Project Report,

Drawings and any other documents sent by the Independent Engineer to the
Concessionaire pursuant to this TOR, and a copy of all the test results with comments of
the Independent Engineer thereon shall be furnished by the Independent Engineer to the
Authority forthwith.

9.3 The Independent Engineer shall obtain, and the Concessionaire shall furnish in two
copies thereof, all communications and reports required to be submitted, under this
Agreement, by the Concessionaire to the Independent Engineer, whereupon the
Independent Engineer shall send one of the copies to the Authority along with its
comments thereon.

9.4 The Independent Engineer shall retain at least one copy each of all Detailed Project
Report, Drawings and any other documents received by it, including ‘as-built’
Drawings, and keep them in its safe custody.

9.5 Upon completion of its assignment hereunder, the Independent Engineer shall duly
classify and list all Detailed Project Report, Drawings, any other documents, results of
tests and other relevant records, and hand them over to the Authority or such other
person as the Authority may specify, and obtain written receipt thereof. Two copies of
the said documents shall also be furnished in micro film form or in such other medium
as may be acceptable to the Authority.

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 SCHEDULE-N

MEDICAL COLLEGE CHARGES

The objective of the UT Administration is to increase the level of medical education to the UT
citizens, which will invariably help in reducing the scarcity of medical and para-medical staff in
the Union Territory of Dadra & Nagar Haveli and Daman & Diu. Accordingly, in line with the
students mix for the medical colleges, the following pricing principle is to be adopted:

The fee for all types of Medical Education courses offered / conducted by the Medical College
shall be fixed in compliance with Hon’ble Supreme Court directives / Applicable Laws.

UT Administration may in compliance with Hon’ble Supreme Court directives / Applicable Laws
constitute a Fee Fixation Committee for fixation of fees for Graduate, Post-Graduate Courses and
other healthcare education courses, thereafter the fee structure including escalation mechanism as
proposed by such Fee Fixation Committee shall be applicable to the Medical College.

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 SCHEDULE-O

PANEL OF CHARTERED ACCOUNTANTS

1. Panel of Chartered Accountants

Pursuant to the provisions of Clause 21.2.1 of the Agreement, the Authority and the
Concessionaire shall prepare a mutually agreed panel of 10 (ten) reputable firms of
Chartered Accountants having their registered offices in India (the “Panel of Chartered
Accountants”). The criteria for preparing such Panel and the procedure to be adopted in
this behalf shall be as set forth in this Schedule-O.

2. Invitation for empanelment

The Authority shall invite offers from all reputable firms of Chartered Accountants who
fulfil the following eligibility criteria, namely:

(a) the firm should have conducted statutory audit of the annual accounts of at
least one hundred companies registered under the Companies Act, 1956, of which
at least ten should have been public sector undertakings;

(b) the firm should have at least 5 (five) practising Chartered Accountants on its
rolls, each with a minimum experience of ten years in the profession;

(c) the firm or any of its partners should not have been disqualified or black-listed
by the Comptroller and Auditor General of India or the Authority or the UT
Administration; and

(d) the firm should have an office either in Maharashtra or Gujarat with at least 2
(two) practising Chartered Accountants on its rolls in such state.

Interested firms meeting the eligibility criteria shall be required to submit a statement of
their capability including the bio-data of all the practising Chartered Accountants on its
rolls. In particular, each firm shall be required to furnish year-wise information relating to
the names of all the companies with an annual turnover exceeding Rs. 100,00,00,000
(Rupees one hundred crore) whose annual accounts were audited by such firm in any of
the preceding 5 (five) Accounting Years.

3. Evaluation and selection

3.1 The information furnished by each firm shall be scrutinised and evaluated by the
Authority and 1 (one) point shall be awarded for each annual audit of the companies
specified in Paragraph 2 above. (For the avoidance of doubt, a firm which has conducted
audit of the annual accounts of any such company for five years shall be awarded five
points).

3.2 The Authority shall prepare a list of all the eligible firms along with the points scored by
each such firm and 10 (ten) firms scoring the highest points shall be identified and
included in the draft Panel of Chartered Accountants.

4. Consultation with the Concessionaire

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 The Authority shall convey the aforesaid panel of firms to the Concessionaire for
scrutiny and comments, if any. The Concessionaire shall be entitled to scrutinise the
relevant records of the Authority to ascertain whether the selection of firms has been
undertaken in accordance with the prescribed procedure and it shall send its comments,
if any, to the Authority within 15 (fifteen) days of receiving the aforesaid panel.

5. Mutually agreed panel

5.1 The Authority shall, after considering all relevant factors including the comments, if any,
of the Concessionaire, finalise and constitute a panel of 10 (ten) firms which shall be
deemed to be the mutually agreed Panel of Chartered Accountants.

5.2 After completion of every five years from the date of preparing the mutually agreed
Panel of Chartered Accountants, or such earlier period as may be agreed between the
Authority and the Concessionaire, a new panel shall be prepared in accordance with the
provisions of this Schedule-O.

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 SCHEDULE-P

VESTING CERTIFICATE

1. The Chairman, [●] (the “Authority”) refers to the Concession Agreement dated [●]
(the “Agreement”) entered into between the Authority and [●] (the “Concessionaire”)
for [●] (the “Project”) on design, build, finance, operate and transfer (“DBFOT”) basis.

2. The Authority hereby acknowledges compliance and fulfilment by the Concessionaire

of the Divestment Requirements set forth in Clause 27.2 of the Agreement on the basis
that upon issue of this Vesting Certificate, the Authority shall be deemed to have
acquired, and all title and interest of the Concessionaire in or about the Project shall be
deemed to have vested unto the Authority, free from any encumbrances, charges and liens
whatsoever.

3. Notwithstanding anything to the contrary contained hereinabove, it shall be a

condition of this Vesting Certificate that nothing contained herein shall be construed or
interpreted as waiving the obligation of the Concessionaire to rectify and remedy any
defect or deficiency in any of the Divestment Requirements and/or relieving the
Concessionaire in any manner of the same.

Signed this [●] day of [●], 20[●] at [●].

AGREED, ACCEPTED AND SIGNED SIGNED, SEALED AND DELIVERED

For and on behalf of CONCESSIONAIRE For and on behalf of [●] by:
by:

(Signature)
(Signature) (Name)
(Name) (Designation)
(Designation) (Address)
(Address)

In the presence of:

1. 2.

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 SCHEDULE-Q

SUBSTITUTION AGREEMENT

This Substitution Agreement is entered into on this the [●] day of [●] 20[●].
AMONGST

1. The [●], established under the [●], represented by its Chairman and having its
principal offices at [●] (hereinafter referred to as the “Authority” which expression
shall unless repugnant to the context or meaning thereof include its administrators,
successors and assigns);

2. [●] 2 , a [●] incorporated under the provisions of the [●] and having its registered
office at ****, (hereinafter referred to as the “Concessionaire” which expression shall
unless repugnant to the context or meaning thereof include its successors and permitted
assigns and substitutes);

3. [●] [name and particulars of Lenders’ Representative] and having its registered office
at [●], acting for and on behalf of the Senior Lenders as their duly authorised agent with
regard to matters arising out of or in relation to this Agreement (hereinafter referred to
as the “Lenders’ Representative”, which expression shall unless repugnant to the
context or meaning thereof include its successors and substitutes);

WHEREAS:

(A) The Authority has entered into a Concession Agreement dated [●] with the
Concessionaire (the “Concession Agreement”) for the Project in the State [●] on
design, build, finance, operate and transfer basis (DBFOT), and a copy of which is
annexed hereto and marked as Annex-A to form part of this Substitution Agreement.

(B) Senior Lenders have agreed to finance the Project in accordance with the terms and
conditions set forth in the Financing Agreements.

(C) Senior Lenders have requested the Authority to enter into this Substitution Agreement
for securing their interests through assignment, transfer and substitution of the
Concession to a Nominated Company in accordance with the provisions of this
Substitution Agreement and the Concession Agreement.

(D) In order to enable implementation of the Project including its financing, construction,
operation and maintenance, the Authority has agreed and undertaken to transfer and
assign the Concession to a Nominated Company in accordance with the terms and
conditions set forth in this Substitution Agreement and the Concession Agreement.

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NOW IT IS HEREBY AGREED as follows:

1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Substitution Agreement, the following words and expressions shall, unless
repugnant to the context or meaning thereof, have the meaning hereinafter respectively
assigned to them:

“AGREEMENT” means this Substitution Agreement and any amendment thereto made
in accordance with the provisions contained in this Substitution Agreement

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

“Lenders’ Representative” means the person referred to as the Lenders' Representative

in the foregoing Recitals;

“Nominated Company” means a company, incorporated under the provisions of the

Companies Act, 1956, selected by the Lenders' Representative, on behalf of Senior
Lenders, and proposed to the Authority for assignment/transfer of the Concession as
provided in this Substitution Agreement;

“Notice of Financial Default” shall have the meaning ascribed thereto in Cause 3.2.1;
and

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

1.2 Interpretation

1.2.1 References to Lenders' Representative shall, unless repugnant to the context or meaning
thereof, mean references to the Lenders' Representative, acting for and on behalf of
Senior Lenders.

1.2.2 References to Clauses are, unless stated otherwise, references to Clauses of this
Substitution Agreement.

1.2.3 The words and expressions beginning with capital letters and defined in this
Substitution Agreement shall have the meaning ascribed thereto herein, and the words
and expressions used in this Substitution Agreement and not defined herein but defined
in the Concession Agreement shall, unless repugnant to the context, have the meaning
ascribed thereto in the Concession Agreement.

1.2.4 The rules of interpretation stated in Clauses 1.2, 1.3 and 1.4 of the Concession
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 Agreement shall apply, mutatis mutandis, to this Substitution Agreement.

2 ASSIGNMENT

2.1 Assignment of rights and title

The Concessionaire hereby assigns the rights, title and interest in the Concession to, and
in favour of, the Lenders' Representative pursuant to and in accordance with the
provisions of this Substitution Agreement and the Concession Agreement by way of
security in respect of financing by the Senior Lenders under the Financing Agreements.

3 SUBSTITUTION OF THE CONCESSIONAIRE

3.1 Rights of substitution

3.1.1 Pursuant to the rights, title and interest assigned under Clause 2.1, the Lenders'
Representative shall be entitled to substitute the Concessionaire by a Nominated
Company under and in accordance with the provisions of this Substitution Agreement
and the Concession Agreement.

3.1.2 The Authority hereby agrees to substitute the Concessionaire by endorsement on the
Concession Agreement in favour of the Nominated Company selected by the Lenders'
Representative in accordance with this Substitution Agreement. (For the avoidance of
doubt, the Senior Lenders or the Lenders' Representative shall not be entitled to operate
and maintain the Project as Concessionaire either individually or collectively).

3.2 Substitution upon occurrence of Financial Default

3.2.1 Upon occurrence of a Financial Default, the Lenders' Representative may issue a notice
to the Concessionaire (the “Notice of Financial Default”) along with particulars thereof,
and send a copy to the Authority for its information and record. A Notice of Financial
Default under this Clause 3.2 shall be conclusive evidence of such Financial Default and
it shall be final and binding upon the Concessionaire for the purposes of this Substitution
Agreement.

3.2.2 Upon issue of a Notice of Financial Default hereunder, the Lenders' Representative may,
without prejudice to any of its rights or remedies under this Substitution Agreement or
the Financing Agreements, substitute the Concessionaire by a Nominated Company in
accordance with the provisions of this Substitution Agreement.

3.2.3 At any time after the Lenders' Representative has issued a Notice of Financial
Default, it may by notice require the Authority to suspend all the rights of the
Concessionaire and undertake the operation and maintenance of the Project in
accordance with the provisions of Article 25 of the Concession Agreement, and upon
receipt of such notice, the Authority shall undertake Suspension under and in
accordance with the provisions of the Concession Agreement. The aforesaid
Suspension shall be revoked upon substitution of the Concessionaire by a Nominated
Company, and in the event such substitution is not completed within 180 (one hundred
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 and eighty) days from the date of such Suspension, the Authority may terminate the
Concession Agreement forthwith by issuing a Termination Notice in accordance with
the provisions of the Concession Agreement; provided that upon written request from
the Lenders' Representative and the Concessionaire, the Authority may extend the
aforesaid period of 180 (one hundred and eighty) days by a period not exceeding 90
(ninety) days.

3.3 Substitution upon occurrence of Concessionaire Default

3.3.1 Upon occurrence of a Concessionaire Default, the Authority shall by a notice inform the
Lenders' Representative of its intention to issue a Termination Notice and grant 15
(fifteen) days' time to the Lenders' Representative to make a representation stating the
intention to substitute the Concessionaire by a Nominated Company.

3.3.2 In the event that the Lenders' Representative makes a representation to the Authority
within the period of 15 (fifteen) days specified in Clause 3.3.1, stating that it intends to
substitute the Concessionaire by a Nominated Company, the Lenders' Representative
shall be entitled to undertake and complete the substitution of the Concessionaire by a
Nominated Company in accordance with the provisions of this Substitution Agreement
within a period of 180 (one hundred and eighty) days from the date of such
representation, and the Authority shall either withhold Termination or undertake
Suspension for the aforesaid period of 180 (one hundred and eighty) days, provided that
upon written request from the Lenders' Representative and the Concessionaire, the
Authority shall extend the aforesaid period of 180 (one hundred and eighty) days by a
period not exceeding 90 (ninety) days.

3.4 Procedure for substitution

3.4.1 The Authority and the Concessionaire hereby agree that on or after the date of Notice of
Financial Default or the date of representation to the Authority under Clause 3.3.2, as the
case may be, the Lenders' Representative may, without prejudice to any of the other
rights or remedies of the Senior Lenders, invite, negotiate and procure offers, either by
private negotiations or public auction or tenders for the take over and Transfer of the
Project including the Concession to the Nominated Company upon such Nominated
Company's assumption of the liabilities and obligations of the Concessionaire towards
the Authority under the Concession Agreement and towards the Senior Lenders under the
Financing Agreements.

3.4.2 To be eligible for substitution in place of the Concessionaire, the Nominated Company
shall be required to fulfil the eligibility criteria that were laid down by the Authority for
shortlisting the bidders for award of the Concession; provided that the Lenders'
Representative may represent to the Authority that all or any of such criteria may be
waived in the interest of the Project, and if the Authority determines that such waiver
shall not have any Material Adverse Effect on the Project, it may waive all or any of such
eligibility criteria.

3.4.3 Upon selection of a Nominated Company, the Lenders' Representative shall request the
Authority to:

(a) accede to transfer to the Nominated Company the right to construct, operate
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 and maintain the Project in accordance with the provisions of the Concession
Agreement;

(b) endorse and transfer the Concession to the Nominated Company, on the same
terms and conditions, for the residual Concession Period; and

(c) enter into a Substitution Agreement with the Lenders' Representative and the
Nominated Company on the same terms as are contained in this Substitution
Agreement.

3.4.4 If the Authority has any objection to the transfer of Concession in favour of the
Nominated Company in accordance with this Substitution Agreement, it shall within 7
(seven) days from the date of proposal made by the Lenders' Representative, give a
reasoned order after hearing the Lenders' Representative. If no such objection is raised by
the Authority, the Nominated Company shall be deemed to have been accepted. The
Authority thereupon shall transfer and endorse the Concession within 7 (seven) days of
its acceptance/deemed acceptance of the Nominated Company; provided that in the event
of such objection by the Authority, the Lenders' Representative may propose another
Nominated Company whereupon the procedure set forth in this Clause 3.4 shall be
followed for substitution of such Nominated Company in place of the Concessionaire.

3.5 Selection to be binding

The decision of the Lenders' Representative and the Authority in selection of the
Nominated Company shall be final and binding on the Concessionaire. The
Concessionaire irrevocably agrees and waives any right to challenge the actions of the
Lenders' Representative or the Senior Lenders or the Authority taken pursuant to this
Substitution Agreement including the transfer/assignment of the Concession in favour of
the Nominated Company. The Concessionaire agrees and confirms that it shall not have
any right to seek revaluation of assets of the Project or the Concessionaire's shares. It is
hereby acknowledged by the Parties that the rights of the Lenders' Representative are
irrevocable and shall not be contested in any proceedings before any court or Authority
and the Concessionaire shall have no right or remedy to prevent, obstruct or restrain the
Authority or the Lenders' Representative from effecting or causing the transfer by
substitution and endorsement of the Concession as requested by the Lenders'
Representative.

4.4 PROJECT AGREEMENTS

The Concessionaire shall ensure and procure that each Project Agreement contains
provisions that entitle the Nominated Company to step into such Project Agreement, in
its discretion, in place and substitution of the Concessionaire in the event of such
Nominated Authority's assumption of the liabilities and obligations of the Concessionaire
under the Concession Agreement.

5 TERMINATION OF CONCESSION AGREEMENT

5.1 Termination upon occurrence of Financial Default

At any time after issue of a Notice of Financial Default, the Lenders' Representative
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 may by a notice in writing require the Authority to terminate the Concession Agreement
forthwith, and upon receipt of such notice, the Authority shall undertake Termination
under and in accordance with the provisions of Article 26 of the Concession Agreement.

5.2 Termination when no Nominated Company is selected

In the event that no Nominated Company acceptable to the Authority is selected and
recommended by the Lenders' Representative within the period of 180 (one hundred and
eighty) days or any extension thereof as set forth in Clause 3.3.2, the Authority may
terminate the Concession Agreement forthwith in accordance with the provisions thereof.

5.3 Realisation of Debt Due

The Authority and the Concessionaire hereby acknowledge and agree that, without
prejudice to their any other right or remedy, the Lenders' Representative is entitled to
receive from the Concessionaire, without any further reference to or consent of the
Concessionaire, the Debt Due upon Termination of the Concession Agreement. For
realisation of the Debt Due, the Lenders' Representative shall be entitled to make its
claim to the Concessionaire in accordance with the provisions of the Concession
Agreement.

6 DURATION OF THE AGREEMENT

6.1 Duration of the Agreement

This Substitution Agreement shall come into force from the date hereof and shall expire
at the earliest to occur of the following events:

(a) Termination of the Concession Agreement; or

(b) no sum remains to be advanced, or is outstanding to the Senior Lenders, under the
Financing Agreements.

7 INDEMNITY

7.1 General indemnity

7.1.1 The Concessionaire will indemnify, defend and hold the Authority and the Lenders'
Representative harmless against any and all proceedings, actions and third party claims
for any loss, damage, cost and expense of whatever kind and nature arising out of any
breach by the Concessionaire of any of its obligations under this Substitution Agreement
or on account of failure of the Concessionaire to comply with Applicable Laws and
Applicable Permits.

7.1.2 The Authority will indemnify, defend and hold the Concessionaire harmless against any
and all proceedings, actions and third party claims for any loss, damage, cost and
expense arising out of failure of the Authority to fulfil any of its obligations under this
Substitution Agreement, materially and adversely affecting the performance of the
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 Concessionaire's obligations under the Concession Agreement or this Substitution
Agreement, other than any loss, damage, cost and expense, arising out of acts done in
discharge of their lawful functions by the Authority, its officers, servants and agents.

7.1.3 The Lenders' Representative will indemnify, defend and hold the Concessionaire
harmless against any and all proceedings, actions and third party claims for any loss,
damage, cost and expense arising out of failure of the Lenders' Representative to fulfil its
obligations under this Substitution Agreement, materially and adversely affecting the
performance of the Concessionaire's obligations under the Concession Agreement, other
than any loss, damage, cost and expense, arising out of acts done in discharge of their
lawful functions by the Lenders' Representative, its officers, servants and agents.

7.2 Notice and contest of claims

In the event that any Party hereto receives a claim from a third party in respect of which
it is entitled to the benefit of an indemnity under Clause 7.1 or in respect of which it is
entitled to reimbursement (the “Indemnified Party”), it shall notify the other Party
responsible for indemnifying such claim hereunder (the “Indemnifying Party”) within
15 (fifteen) days of receipt of the claim and shall not settle or pay the claim without the
prior approval of the Indemnifying Party, such approval not to be unreasonably withheld
or delayed. In the event that the Indemnifying Party wishes to contest or dispute the
claim, it may conduct the proceedings in the name of the Indemnified Party and shall
bear all costs involved in contesting the same. The Indemnified Party shall provide all
cooperation and assistance in contesting any claim and shall sign all such writings and
documents as the Indemnifying Party may reasonably require.

8 DISPUTE RESOLUTION

8.1 Dispute resolution

8.1.1 Any dispute, difference or claim arising out of or in connection with this Substitution
Agreement which is not resolved amicably shall be decided by reference to arbitration to
a Board of Arbitrators comprising one nominee each of the Authority, Concessionaire
and the Lenders’ Representative. Such arbitration shall be held in accordance with the
Rules of Arbitration of the International Centre for Alternative Dispute Resolution, New
Delhi (the “Rules”) or such other rules as may be mutually agreed by the Parties, and
shall be subject to provisions of the Arbitration and Conciliation Act, 1996.

8.1.2 The Arbitrators shall issue a reasoned award and such award shall be final and binding
on the Parties. The venue of arbitration shall be [●] and the language of arbitration shall
be English.

9 MISCELLANEOUS PROVISIONS

9.1 Governing law and jurisdiction

This Substitution Agreement shall be construed and interpreted in accordance with and
governed by the laws of India, and the Courts at [●] shall have jurisdiction over all
matters arising out of or relating to this Substitution Agreement.

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9.2 Waiver of sovereign immunity

The Authority unconditionally and irrevocably:

(a) agrees that the execution, delivery and performance by it of this Substitution
Agreement constitute commercial acts done and performed for commercial
purpose;

(b) agrees that, should any proceedings be brought against it or its assets, property
or revenues in any jurisdiction in relation to this Substitution Agreement or any
transaction contemplated by this Substitution Agreement, no immunity (whether
by reason of sovereignty or otherwise) from such proceedings shall be claimed by
or on behalf of the Authority with respect to its assets;

(c) waives any right of immunity which it or its assets, property or revenues now has,
may acquire in the future or which may be attributed to it in any jurisdiction; and
(d) consents generally in respect of the enforcement of any judgement or award
against it in any such proceedings to the giving of any relief or the issue of any
process in any jurisdiction in connection with such proceedings (including the
making, enforcement or execution against it or in respect of any assets, property
or revenues whatsoever irrespective of their use or intended use of any order or
judgement that may be made or given in connection therewith).

9.3 Priority of Agreements

In the event of any conflict between the Concession Agreement and this Substitution
Agreement, the provisions contained in the Concession Agreement shall prevail over
this Substitution Agreement.

9.4 Alteration of terms

All additions, amendments, modifications and variations to this Substitution Agreement

shall be effectual and binding only if in writing and signed by the duly authorised
representatives of the Parties.

9.5 Waiver

9.5.1 Waiver by any Party of a default by another Party in the observance and performance of
any provision of or obligations under this Substitution Agreement:

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

(b) shall not be effective unless it is in writing and executed by a duly authorised
representative of the Party; and

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

9.5.2 Neither the failure by either Party to insist on any occasion upon the performance of the
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 terms, conditions and provisions of this Substitution Agreement or any obligation
thereunder nor time or other indulgence granted by a Party to another Party shall be
treated or deemed as waiver of such breach or acceptance of any variation or the
relinquishment of any such right hereunder.

9.6 No third party beneficiaries

This Substitution Agreement is solely for the benefit of the Parties and no other person or
entity shall have any rights hereunder.

9.7 Survival

9.7.1 Termination of this Substitution Agreement:

(a) shall not relieve the Parties of any obligations hereunder which expressly or by
implication survive termination hereof; and

(b) except as otherwise provided in any provision of this Substitution 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.

9.7.2 All obligations surviving the cancellation, expiration or termination of this Substitution
Agreement shall only survive for a period of 3 (three) years following the date of such
termination or expiry of this Substitution Agreement.

9.8 Severability

If for any reason whatever any provision of this Substitution 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 will negotiate in good faith with a view to agreeing to one or more provisions
which may be substituted for such invalid, unenforceable or illegal provisions, as nearly
as is practicable to such invalid, illegal or unenforceable provision. Failure to agree upon
any such provisions shall not be subject to dispute resolution under Article 8 of this
Substitution Agreement or otherwise.

9.9 Successors and assigns

This Substitution Agreement shall be binding on and shall inure to the benefit of the
Parties and their respective successors and permitted assigns.

9.10 Notices

All notices or other communications to be given or made under this Substitution

Agreement shall be in writing, shall either be delivered personally or sent by courier or
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 registered post with an additional copy to be sent by facsimile. The address for service of
each Party and its facsimile number are set out under its name on the signing pages
hereto. A notice shall be effective upon actual receipt thereof, save that where it is
received after 5.30 (five thirty) p.m. on any day, or on a day that is a public holiday, the
notice shall be deemed to be received on the first working day following the date of
actual receipt. It is hereby agreed and acknowledged that any Party may by notice change
the address to which such notices and communications to it are to be delivered or mailed.
Such change shall be effective when all the Parties have notice of it.

9.11 Language

All notices, certificates, correspondence and proceedings under or in connection with this
Substitution Agreement shall be in English.

9.12 Authorised representatives

Each of the Parties shall by notice in writing designate their respective authorised
representatives through whom only all communications shall be made. A Party hereto
shall be entitled to remove and/or substitute or make fresh appointment of such
authorised representative by similar notice.

9.13 Original Document

This Substitution Agreement may be executed in three counterparts, each of which when
executed and delivered shall constitute an original of this Substitution Agreement.

IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED AND DELIVERED THIS

SUBSTITUTION AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN.

SIGNED, SEALED AND DELIVERED

For and on behalf of CONCESSIONAIRE by:

(Signature)
(Name)
(Designation)
(Address)
(Fax No.)

SIGNED, SEALED AND DELIVERED

For and on behalf of SENIOR LENDERS by the Lenders’ Representative:

(Signature)
(Name)
(Designation)
(Address)
(Fax)

SIGNED, SEALED AND DELIVERED

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For and on behalf of [●] by:
(Signature)
(Name)
(Designation)
(Address)
(Fax No.)

In the presence of:

1. 2.

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