Dec 7, 2013 ... 1. UttarakhandHealthandFamilyWelfareSociety. GOVERNMENT OF
UTTARAKHAND. Request for Proposal for. Multi Specialty Surgical Camps.
1
UttarakhandHealthandFamilyWelfareSociety GOVERNMENT OF UTTARAKHAND
Request for Proposal for Multi Specialty Surgical Camps across Uttarakhand
Due on 7th December 2013
1
2
Request For Proposal Document Department of Medical Health & Family Welfare
National Rural Health Mission Uttarakhand Disclaimer
The information contained in this Request for Proposal (“RFP”) Document or subsequently provided to Bidder, whether verbally or in documentary form by or on behalf of the Department of Medical Health & Family Welfare, Government of Uttarakhand (“Government Representatives”) or any of their employees or Uttarakhand Public Private Partnership Cell, is provided to the Bidder on the terms and conditions set out in this RFP Document and any other terms and conditions subject to which such information is provided. This RFP Document is not an agreement and is not an offer or invitation by the Government Representatives to any party other than the Bidders who are qualified to submit the Proposal (Bidders). The purpose of this RFP Document is to provide the Bidder with information to assist the formulation of their proposals. This RFP Document does not purport to contain all the information each Bidder may require. This RFP Document may not be appropriate for all persons, and it is not possible for the Government Representatives, their employees or advisors, Uttarakhand Public Private Partnership Cell to consider the investment objectives, financial situation and particular needs of each party who reads or uses this RFP Document. Each Bidder should conduct its own investigations and analysis and should check the accuracy, reliability and completeness of the information in this RFP Document and where necessary obtain independent advice from appropriate sources. The Government Representatives, their employees and advisors make no representation or warranty and shall incur no liability under any law, statute, rules or regulations as to the accuracy, reliability or completeness of the RFP Document. The Government Representatives may in their absolute discretion, but without being under any obligation to do so, update, amend or supplement the information in this RFP Document.
2
3
Disclaimer
ii
3
4
Request For Proposal Document Department of Medical Health & Family Welfare
Contents of RFP Document
Part I
Instructions to Bidders
Part II
Draft Concession Agreement
4
5
Contents
iii
5
6
Part I Instructions to Bidders
6
7
Instructions to Bidders
1
7
8
Table of Contents Sr. No.
1 2 3 4 5 6 7
Contents
Cover Page Disclaimer Content of RFP Document
i ii iii
Instructions to Bidders Table of Content Bidding Procedure Schedule of Bidding Process Scope of the Project Evaluation Methodology Fraud and Corrupt Practices
1 2 3 21 22 24 28
Appendices Format for Acknowledgement of RFP Document and Notification of Intent to Submit Proposal 2. Format for Covering Letter cum Project Undertaking 3. Format for Anti-Collusion Certificate 4. Format for Bank Guarantee 5. Format for Financial Proposal 6. Format for Technical Capability Proposal 7. Format for Financial Capability Proposal 8. Power of Attorney for signing of Application 9. Format for Power of Attorney for Lead Member of the Consortium 10. Format for Joint Bidding Agreement 11. List of attachments with the Bid 1.
Page No.
30 31 35 36 38 39 41 43 45 48 54
8
9
1. A.
General
1.1
Scope of Proposal
Bidding Procedure
Department of Medical Health & Family Welfare, Government of Uttarakhand, (hereinafter referred to as “DoMH&FW”) invites detailed Proposals (Key Submissions, Technical Proposal and Financial Proposals) from Bidders who fulfill the pre qualification criteria indicated in clause 1.22.2 for holding multi specialty surgical camps (hereinafter referred to as “MSSC”) in four zones – higher Himalayan, middle Himalayan and lower Himalayan across Uttarakhand. 1.1.1
The districts of State have been divided into above four zones i.e Zone (A) [Pithoragarh, Champawat and Udham Singh Nagar] Zone (B) [Almora, Bageshwar and Nainital], Zone (C) [ Pauri, Dehradun, Rudraprayag and Chamoli], Zone (D) [Uttarkashi, Tehri and Haridwar]
1.1.2
Each Zone shall be treated as an individual Project. The Bidder can bid for any or all the Projects. The Bidders shall submit single Technical Proposals for all the Projects. The Bidders shall submit separate Financial Proposals for each Project.
1.1.3
The surgical camps will conduct General Surgeries (Elective and Emergency), OBG (Elective, Emergency and MTP), Family Planning Operations (Sterilization) and Eye Surgeries.
1.1.4
Department of Medical Health & Family Welfare, Government of Uttarakhand will provide the following assistance (a) Conduct Pre -camp IEC activities (b) Physical Facilities: OPD, OT, labour room, wards, beds and labs etc. (c) Diagnostics: Routine and Bio-chemical tests, ECG, Ultrasonography &X-ray etc, whichever in available at the site and other diagnostics the institution holding camps will have to arrange. The medicines available with the respective hospital will be provided by thehospital however as per clause 3.2 (c) the medicines shall be arranged and provided by the PPP Partner. (d) Manpower: Available Medical Officers, Paramedics and other support staff to assist in the pre-operative and post operative period only. Their requirement is to be decided in 9
10
consultation with the concerned Medical officer in- charge and Block Medical Officer. (e) Diet to the Patients.
10
11
1.1.5
The Proposals would be evaluated on the basis of the evaluation criteria set out in this RFP Document (“Evaluation Methodology”) in order t o i d e n t i f y the successful Bidder for the Project (“Successful Bidder”). The Successful Bidder would then have to enter into a Concession Agreement with DoMH&FW and perform the obligations as stipulated therein, in respect of the Project.
1.1.6
Terms used in this RFP Document which have not been defined herein shall have the meaning ascribed thereto in the Draft Concession Agreement.
1.2
Eligible Bidders
1.2.1
Bidders who fulfill the pre qualification criteria indicated in clause 1.22.2 are eligible to submit Technical and Financial Proposal in response to this RFP Document. Bidders shall acknowledge receipt of this RFP Document and notify their intention to bid for the Project in the format provided as Appendix 1.
1.2.2
Bidders shall provide such evidence of their continued eligibility to the satisfaction of DoMH&FW, as the DoMH&FW may reasonably request.
1.2.3
A Power of Attorney for signing of Proposals needs to be furnished in favour of the Authorised Signatory as per format provided in Appendix-8.
1.2.4
A Bidder shall not have a conflict of interest (the “Conflict of Interest”) that affects the Bidding Process. Any Bidder found to have a Conflict of Interest shall be disqualified. An Bidder shall be deemed to have a Conflict of Interest affecting the Bidding Process, if: i.
the Bidder, its Member or Associate (or any constituent thereof) and any other Bidder, its Member or any Associate thereof (or any constituent thereof) have common controlling shareholders or other ownership interest; provided that this disqualification shall not apply in cases where the direct or indirect shareholding of an Bidder, its Member or an Associate thereof (or any shareholder thereof having a shareholding of more than 5 per cent of the paid up and subscribed share capital of such Bidder, Member or Associate, as the case may be) in the other Bidder, its Member or Associate is less than 5 per cent of the subscribed and paid up equity share capital thereof; provided further that this disqualification shall not apply to any ownership by a bank, insurance company, pension fund or a public financial institution referred to in section 4A 11
12
of the Companies Act 1956. For the purposes of this Clause
12
13
1.2.4 (i), indirect shareholding held through one or more intermediate persons shall be computed as follows: a. where any intermediary is controlled by a person through management control or otherwise, the entire shareholding held by such controlled intermediary in any other person (the “Subject Person”) shall be taken into account for computing the shareholding of such controlling person in the Subject Person; and b. subject always to sub-clause (aa) above, where a person does not exercise control over an intermediary, which has shareholding in the Subject Person, the computation of indirect shareholding of such person in the Subject Person shall be undertaken on a proportionate basis; provided, however, that no such shareholding shall be reckoned under this sub-clause (ba) if the shareholding of such person in the intermediary is less than 26% of the subscribed and paid up equity shareholding of such intermediary; or ii.
a constituent of such Bidder is also a constituent of another Bidder; or
iii.
such Bidder, or any Associate thereof receives or has received any direct or indirect subsidy, grant, concessional loan or subordinated debt from any other Bidder, or any Associate thereof or has provided any such subsidy, grant, concessional loan or subordinated debt to any other Bidder, its Member or any Associate thereof; or
iv.
such Bidder has the same legal representative for purposes of this Application as any other Bidder; or
v.
such Bidder, or any Associate thereof has a relationship with another Bidder, or any Associate thereof, directly or through common third party/ parties, that puts either or both of them in a position to have access to each others’ information about, or to influence the Application of either or each other; or
vi.
Such Bidder or any Associate thereof has participated as a consultant to the DoMH&FW in the preparation of any documents, design or technical specifications of the Project.
13
14
1.2.5
A Bidder shall be liable for disqualification if any legal, financial or technical adviser of the DoMH&FW in relation to the Project is engaged by the Bidder, its Member or any Associate thereof, as the case may be, in any manner for matters related to or incidental to the Project. For the avoidance of doubt, this disqualification shall not apply where such adviser was engaged by the Bidder, its Member or Associate in the past but its assignment expired or was terminated 6 (six) months prior to the date of issue of this RFP. Nor will this disqualification apply where such adviser is engaged after a period of 3 (three) years from the date of commercial operation of the Project.
1.2.6
For purpose of this RFP, Associate means, in relation to the Bidder/ Consortium Member, a person who controls, is controlled by, or is under the common control with such Bidder/ Consortium Member (the “Associate”). 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 percent) of the voting share 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 by operation of law.
1.3
Additional Requirements by a Consortium
1.4 1.4.1
for
Proposals
Submitted
(a)
Wherever required, the Proposal shall contain the information required for each of the member of the Consortium;
(b)
The Proposal shall be signed by the duly Authorised Signatory of the Lead Member and shall be legally binding on all the members of the Consortium;
(c)
All witnesses and sureties shall be persons of status and probity and their full names and addresses shall be stated below their signature. All signatures in the Proposal documents shall be dated.
Change in Composition of the Bidder Any change in composition of the Bidder after the Pre Qualification stage would be at the sole discretion of DoMH&FW and with prior written permission of DoMH&FW.
14
15
1.5 1.5.1
1.6 1.6.1
1.7 1.7.1
1.8
Number of Proposals Each Bidder shall submit only one (1) Proposal for the Project in response to this RFP Document. Any entity, which submits or participates in more than one Proposal for the same Project will be disqualified and will also cause the disqualification of Consortium in which it is a member. Proposal Preparation Cost The Bidder shall be responsible for all the costs associated with the preparation of its Proposal and its participation in the bidding process. DoMH&FW will not be responsible or in any way liable for such costs, regardless of the conduct or outcome of bidding. Clarifications Bidders requiring any clarification on the RFP Document may notify DoMH&FW in writing or by facsimile within such date as specified in the Schedule of Bidding Process. Based on its sole discretion, DoMH&FW may forward to all Bidders, copies of DoMH&FW response, including a description of the enquiry but without identifying its source. Amendment of RFP Document
1.8.1
At any time prior to the Proposal Due Date, DoMH&FW may, for any reason, whether at its own initiative or in response to clarifications requested by a Bidder, modify the RFP Document by the issuance of Addenda.
1.8.2
Any Addendum thus issued will be sent in writing to all the Bidders who have received and acknowledged the RFP Document and will be binding upon them. Bidders shall promptly acknowledge receipt thereof to DoMH&FW.
1.8.3
In order to afford Bidders reasonable time in which to take an Addendum into account, or for any other reason, DoMH&FW may, at its own discretion, extend the Proposal Due Date.
B.
Preparation and Submission of Proposal
1.9
Language and Currency
1.9.1
The Proposal and all related correspondence and documents shall be written in the English language. Supporting documents and printed literature furnished by the Bidder with the Proposal may 15
16
be in any other language provided that they are accompanied by an appropriate translation into English. Supporting materials that are not translated into English may not be considered. For the purpose of interpretation and evaluation of the Proposal, the English language translation shall prevail.
16
17
1.9.2
1.10
The currency for the purpose of the Proposal shall be the Indian Rupee (INR). Bid Security
1.10.1 Proposals would need to be accompanied by a Bid Security for an amount of Rs 50,000.00 (Rs Fifty Thousand only) for EACH PROJECT, in the form of a bank guarantee issued by a Scheduled Bank in India in favour of The Mission Director, National Rural Health mission (NRHM), Government of Uttarakhand and having a validity period of not less than 180 days from the Proposal Due Date, inclusive of a claim period of 60 days, and may be extended as may be mutually agreed between DoMH&FW and the Bidder from time to time. For the avoidance of doubt, Scheduled Bank shall mean a bank as defined under Section 2 (e) of the Reserve Bank of India Act, 1934. 1.10.2 The Bid Security shall be kept valid through the Proposal Validity Period and would be required to be extended if so required by DoMH&FW. 1.10.3 The Bid Security shall be returned to unsuccessful Bidders within a period of thirty (30) days from the date of announcement of the Successful Bidder. The Bid Security submitted by the Successful Bidder shall be released upon furnishing of the Performance Security in the form and manner stipulated in the Draft Concession Agreement. 1.10.4 The Successful Bidder Bid Security will be returned, without any interest, upon the signing of the Concession Agreement and furnishing the Performance Security in accordance with the provisions thereof. 1.10.5 The Bid Security shall be forfeited in the following cases: (a)
If the Bidder withdraws its Proposal except as provided in Clause 1.18;
(b)
If the Bidder withdraws its Proposal during the interval between the Proposal Due Date and expiration of the Proposal Validity Period; and
(c)
If the Successful Bidder fails to provide the Performance Security within the stipulated time or any extension thereof provided by DoMH&FW. 17
18
1.11
Validity of Proposal
1.11.1 The Proposal shall indicate that it would remain valid for a period not less than nine (9) months from the Financial Proposal Due Date (Financial Proposal Validity Period). DoMH&FW reserves the right to reject any Proposal that does not meet this requirement. 1.11.2 Prior to expiry of the original Proposal Validity Period, DoMH&FW may request that the Bidders extend the period of validity for a specified additional period. A Bidder may refuse the request without forfeiting its Bid Security. A Bidder agreeing to the request will not be allowed to modify its Proposal, but would be required to extend the validity of its Bid Security for the period of extension and comply with Clause 1.10 of this document in all respects. 1.11.3 The Successful Bidder shall extend the Proposal Validity Period till the date of execution of the Concession Agreement. 1.12
Bidder’s Responsibility
1.12.1 The Bidder is expected to examine carefully the contents of all the documents provided. Failure to comply with the requirements of RFP Document will be at the Bidder’s own risk. 1.12.2 It would be deemed that prior to the submission of Proposal, the Bidder has: (a) made a complete and careful examination of requirements, and other information set forth in this RFP Document; (b) received all such relevant information as it has requested from DoMH&FW; and (c) made a complete and careful examination of the various aspects of the Project including but not limited to: (i) (ii) (iii) (iv)
the conditions of the access roads and utilities in the vicinity of the Project Site conditions affecting transportation, access, disposal, handling and storage of the materials clearances obtained by DoMH&FW for the Project; and All other matters that might affect the Bidder’s performance under the terms of this RFP Document.
1.12.3 DoMH&FW shall not be liable for any mistake or error or neglect by the Bidder in respect of the above. 18
19
1.14
Format and Signing of Proposal
1.14.1 Bidders would provide all the information as per this RFP Document and in the specified formats. DoMH&FW reserves the right to reject any Proposal that is not in the specified formats. 1.14.2 The Proposal should be submitted in 3 parts: Part 1
: Key Submissions, which would include: i. Covering Letter cum Project Undertaking as per Appendix 1 stating the Proposal Validity Period ii. Anti-Collusion Certificate as per Appendix 3 iii. Bid Security in the form of bank Guarantee/ Bank Draft iv. Power of Attorney for Signing of Application as per Appendix 8 v. Bank Draft towards cost of RFP Document or copy of the receipt, if hard copy of RFP is purchased
Part 2
: Technical Proposal as per format set out in Appendix 7.
Part 3
: Financial Proposal as per the format set out in Appendix 5.
1.14.3 A bidder may submit financial bid for any number of districts. The Financial bids must be submitted separately for each zone. In case a bidder submits more than one bid for a particular district, the same would be rejected. 1.14.4 The Bidder shall prepare one original of the documents comprising the Proposal as described in Clause1.15, clearly marked “ORIGINAL”. In addition, the Bidder shall make one copy of the Proposal, clearly marked “COPY”. In the event of any discrepancy between the original and the copy, the original shall prevail. 1.14.5 If the Proposal consists of more than one volume, Bidder must clearly number the volumes and provide an indexed table of contents. 1.14.6 The Proposal and the copy shall be typed or printed in indelible ink and the Bidder shall initial each page. All the alterations, omissions, additions, or any other amendments made to the Proposal shall be initialed by the person/s signing the Proposal. 19
20
1.15
Sealing and Marking of Proposals
1.15.1 The Bidder shall seal the Key Submissions, Technical Proposal and the Financial Proposal in separate envelopes, duly marking the envelopes as “KEY SUBMISSIONS”, “TECHNICAL PROPOSAL” and “FINANCIAL PROPOSAL”. These envelopes shall then be sealed in an outer envelope. 1.15.2 The original and the copy of the Proposal shall be provided in separate envelopes, duly marking the outer envelopes as “ORIGINAL” and “COPY”. 1.15.3 Each envelope shall indicate the name and address of the Bidder 1.15.4 The envelopes shall clearly bear the following identification: “Proposal for holding multi speciality surgical camps (hereinafter referred to as “MSSC”) in three zones – higher Himalayan, middle Himalayan and lower Himalayan across Uttarakhand. “To be opened by Tender Opening Committee only” and “Submitted by Name, Address and Contact Phone No. of the Bidder” 1.15.5 The envelope shall be addressed to: ATTN. OF: ADDRESS:
The Mission Director (National Rural Health Mission) Directorate of Medical Health & Family Welfare Dandalokhand, P.O. Gujrara, Sahastradhara Road, Dehradun – 248 001 Uttarakhand.
1.15.6 If the envelope is not sealed and marked as instructed above, the Proposal may be deemed to non-responsive and would be liable for rejection. DoMH&FW assumes no responsibility for the misplacement or premature opening of such Proposal submitted. 1.16
Proposal Due Date
1.16.1 Proposals should be submitted before 1300 hours IST on the Proposal Due Date mentioned in the Schedule of Bidding Process, to the address provided in Clause 1.15.5 in the manner and form 20
21
as detailed in this RFP Document. Applications submitted by either facsimile transmission or telex will not be acceptable.
21
22
1.16.2 DoMH&FW, at its sole discretion, may extend the Proposal Due Date by issuing an Addendum in accordance with Clause 1.8. 1.17
Late Proposals
1.17.1 Any Proposal received by DoMH&FW after 1300 hours IST on the Proposal Due Date will be returned unopened to the Bidder. 1.18
Modification and Withdrawal of Proposals
1.18.1 The Bidder may modify or withdraw its Proposal after submission, provided that written notice of the modification or withdrawal is received by DoMH&FW before the Proposal Due Date. No Proposal shall be modified or withdrawn by the Bidder after the Proposal Due Date. 1.18.2 The Bidder’s modification or withdrawal notice shall be prepared, sealed, marked and delivered in accordance with the provisions of Clause 1.15 with outer envelopes additionally marked “MODIFICATION” or “WITHDRAWAL”and also “KEY SUBMISSIONS”, “TECHNICAL PROPOSAL” or “FINANCIAL PROPOSAL” as appropriate. 1.18.3 Withdrawal of a Proposal during the interval between the Proposal Due Date and expiration of the Proposal Validity Period would result in forfeiture of the Bid Security in accordance with Clause 1.10.5 of this document. 1.19
Tests of responsiveness
1.19.1 Prior to evaluation of Proposals, DoMH&FW will determine whether each Proposal is responsive to the requirements of the RFP Document. A Proposal shall be considered responsive if (a) it is received by the Proposal Due Date. (b) it is signed, sealed, and marked as stipulated in Clause 1.15. (c) it contains the information and documents as requested in the RFP Document. (d) it contains information in formats specified in the RFP Document. (e) it mentions the proposal validity period as set out in Clause 1.11. (f) it provides the information in reasonable detail. (“Reasonable Detail” means that, but for minor deviations, the information can be reviewed and evaluated by DoMH&FW without communication with the Bidder). 22
23
(g)
DoMH&FW reserves the right to determine whether the information has been provided in reasonable detail. there are no inconsistencies between the Proposal and the supporting documents.
23
24
1.19.2 A Proposal that is substantially responsive is one that conforms to the preceding requirementswithout material deviation or reservation. A material deviation or reservation is one (a)
which affects in any substantial way, the scope, quality, or performance of the Project, or (b) which limits in any substantial way, inconsistent with the RFP Document, DoMH&FW’s rights or the Bidder’s obligations under the Concession Agreement, or (c) which would affect unfairly the competitive position of other Bidders presenting substantially responsive bids. 1.19.3 DoMH&FW reserves the right to reject any Proposal which in its opinion is non-responsive and no request for modification or withdrawal shall be entertained by DoMH&FW in respect of such Proposals. 1.19.4 Conditional proposal shall not be considered. Any bid found to contain conditions attached, will be rejected. 1.20
Confidentiality
1.20.1 Information relating to the examination, clarification, evaluation and recommendation for the short listed Bidders shall not be disclosed to any person not officially concerned with the process. DoMH&FW will treat all information submitted as part of Proposal in confidence and will ensure that all who have access to such material treat it in confidence. DoMH&FW will not divulge any such information unless it is ordered to do so by any Government authority that has the power under law to require its disclosure. 1.21 Clarifications 1.21.1 To assist in the process of evaluation of Proposals, DoMH&FW may, at its sole discretion, ask any Bidder for clarification on its Proposal. The request for clarification and the response shall be in writing or by facsimile. No change in the substance of the Proposal would be permitted by way of such clarifications. 1.22 Proposal Evaluation 1.22.1 To assist in the examination, evaluation, and comparison of Proposals, DoMH&FW may utilise the services of consultant/s or advisor/s. 1.22.2
Before opening and evaluation of the Technical Proposals, Bidders are expected to meet the following pre-qualification criteria which would be a part of the Technical Proposal. Bidders failing to 24
25
meet these criteria or not submitting requisite proof for supporting pre-qualification criteria are liable to be rejected at the Technical Proposal level.
25
26
Sl. No.
Criteria
Whether Met
Reference Details
1
The bidder should be a private1 Yes / No organization registered in India as a Society registered under society registration act 1860 /Trust registered under Indian Trusts Act 1882 / registered in India or a company registered under Indian Companies Act 1956/
Certificate of Incorporation / Any other relevant document
2
The bidder should have following minimum Yes / No average turnover during the last three financial years (FY11, FY12 and FY13)
Audited Profit / Loss Statement and Balance Sheet and details as per Appendix 7
3
4
No. of camps applied for
Rs Lakhs
One Zone
20.00
Two Zones
30.00
More than Two Zones 40.00 The bidder should have following minimum Yes / No networth as on March 31, 2013 No. of camps applied for
Rs Lakhs
One Zone
10.00
Two Zone
15.00
More than Two Zones 20.00 The bidder should have at least five (5) Yes / No years experience in operating and managing hospitals/nursing homes with major surgical facilities
Audited Profit / Loss Statement and Balance Sheet and details as per Appendix 7
Appropriate Certificate from competent authority.
1.22.3 The technical and financial capability of all the members of consortium having equity participation of more than 26% shall be considered for the purpose of evaluation. 1.22.4 However experience gained from development, operation and management of the same project by more than one member of the Consortium shall be counted as experience of only one consortium member. 1.22.5 The bidder shall attach signed agreement between consortium members specifying the equity participation in the project. 26
27
1
The Private Organization means the Private Equity in the Organisation must be in excess of 51% as on date of Bid and the same should remain so for the entire Concession Period.
27
28
1.22.6 Evaluation of Proposals will be done in two stages. 1.22.7 In Stage I of Proposal Evaluation, the Key Submissions submitted by the Bidders shall be checked for responsiveness with the requirements of the RFP Document. 1.22.8 The evaluation of Technical Proposal of a Bidder shall be taken up only after the contents of the Key Submissions are found to meet the requirements of this RFP Document. DoMH&FW reserves the right to reject the Proposal of a Bidder without opening the Technical Proposal if the contents of Key Submissions are not substantially responsive with the requirementsof this RFP Document. 1.22.9 After checking the responsiveness of the Key submission, the Technical Proposal will be opened. The minimum qualifying marks of the Technical Capability Evaluation is 75 as mentioned in Clause 4.1.2. 1.23
Evaluation of the Financial Proposal
1.23.1 In Stage II, the Financial Proposals of all the Bidders who pass the Stage I evaluation will be opened in the presence of the Bidders’ representatives who choose to attend. The Bidders’ representatives who choose to be present shall be required to sign and record their attendance. 1.23.2 Evaluation of Financial Proposal shall be done as per section 4.2 of this RFP Document. 1.24
Notifications
1.24.1 Upon acceptance of the Financial Proposal of the Preferred Bidders with or without negotiations, DoMH&FW shall declare the Preferred Bidder as Successful Bidder. 1.24.2 DoMH&FW will notify the Successful Bidder by facsimile and by a letter that its Proposal has been accepted. 1.25
DoMH&FW’s Right to Accept or Reject Proposal
1.25.1 DoMH&FW reserves the right to accept or reject any or all of the Proposals without assigning any reason and to take any measure as it may deem fit, including annulment of the bidding process, at any time prior to award of Project, without liability or any obligation for such acceptance, rejection or annulment. 28
29
1.25.2 DoMH&FW reserves the right to invite revised Financial Proposals from Bidders with or without amendment of the RFP Document at any stage, without liability or any obligation for such invitation and without assigning any reason. 1.25.3 DoMH&FW reserves the right to reject any Proposal including that of the Preferred bidder if: (a) at any time, a material misrepresentation is made or uncovered; If a fraud or fraudulent practice adopted by any bidder is established, the bidder may be blacklisted and /or appropriate legal proceedings may be initiated against such bidder as per the prevailing laws OR (b) the Bidder does not respond promptly and thoroughly to requests for supplemental information required for the evaluation of the Proposal. This would lead to the disqualification of the Bidder. If the Bidder is a Consortium, then the entire Consortium would be disqualified / rejected. If such disqualification / rejection occur after the Financial Proposals have been opened and the highest Bidder gets disqualified / rejected, then DoMH&FW reserves the right to: (a) either invite the next highest Bidder to match the Financial Proposal submitted by the highest Bidder; OR (b) take any such measure as may be deemed fit in the sole discretion of DoMH&FW, including annulment of the bidding process. 1.26
Acknowledgement of Letter of Acceptance (LOA)
1.26.1 Within two (2) weeks from the date of issue of the LOA, the Successful Bidder shall acknowledge the receipt of LOA. 1.27
Execution of Concession Agreement
1.27.1 The Successful Bidder shall execute the Concession Agreement within six (6) weeks of the issue of LOA or such time as indicated by DoMH&FW. 29
30
1.27.2 DoMH&FW will promptly notify other Bidders that their Proposals have been unsuccessful and their Bid Security will be returned as promptly as possible in any case not later than 30 (thirty) days from the date of announcement of the Successful Bidder.
30
31
1.28
Performance Security
1.28.1 The Successful Bidder shall furnish Performance Security of Rs 4.00 Lakhs (Rs Four Lakhs only) by way of an irrevocable Bank Guarantee issued by a scheduled bank located in India in favour of DoMH&FW for EACH of the Project. 1.28.2 The Performance Security shall be in the form of an irrevocable Bank Guarantee in favour of DoMH&FW, as per the format set out in Draft Concession Agreement. The Performance Security would be valid for atleast One and renewable every year during the entire project term if required. 1.28.3 The Performance guarantee shall be forfeited and en-cashed in the following situation: a) If the Successful Bidder withdraws from the project midway during the project term b) Any other act or acts of the successful bidder which renders the project un-operational and DoMH&FW establishes sufficient reasons to forfeit the performance guarantee. c) If the bidder fails to perform at least 70% of the surgeries where the surgery cases were available. d) If the bidder fails to meet the service levels as agreed. 1.29
Cost of RFP document
1.29.1 The RFP document can be downloaded from http://upppc.org. The cost of RFP document is Rs 1,150.00 (Rs One Thousand One hundred fifty Only), inclusive of VAT. The Proposals must accompany with cost of RFP document in the form of a bank draft in favour of “The Director General” of Rs 1,150.00 (Rs One Thousand One hundred fifty Only). 1.29.2 The cost of RFP document is Rs 1,150.00 (Rs One Thousand One hundred fifty Only), for all the Projects.
31
32
2.
Schedule of Bidding Process
Proposal Due Date: 07-12-2013
Contact Person(s) Dr Abhai Kumar – Phone – 09719267695 email :
[email protected] Uttarakhand PPP Cell: 0135-2650374
32
33
3
Scope of PPP Partner
3.1 The selected Private Partner will conduct multi specialty surgical camps (“MSSC”) in four zones i.e Zone (A) [Pithoragarh, Champawat and Udham Singh Nagar] Zone (B) [Almora, Bageshwar and Nainital], Zone (C) [ Pauri, Dehradun, Rudraprayag and Chamoli], Zone (D) [Uttarkashi, Tehri and Haridwar] 3.2 The selected Private Partner will perform the following functions: a) Arrange for all Specialists/Medical Officers (General Surgeons, OBG Specialists, Eye surgeons, Anesthetists and Radiologist) and Para - Medics (OT Assistant, Staff Nurse for OT and Ophthalmic Assistant). b) Provide all medicines and consumable required for the purpose of camp during pre operative, operative and postoperative period including Life Saving Drugs, I/V Fluids, Anti-biotics, Intraocular Lenses and all other medicines & Anesthetic Injections, Oxygen and Nitrous Oxide etc. c) Arrange for Equipment- Cautery Machine, Major Operating instruments for the above stated surgeries. d) A minimum of 48 hours post operative. care for all cases 3.3 The duration of each camp will be of minimum Ten (10) days with following schedule: a) 1st day - pre-operative/Screening day, b) 2nd to 8th day - operative days and c) 9th and 10th day - non-operative and patient care days. 3.4 The Day wise activity breakup of 10 days should be followed as far as practicable, however if needed and feasible, the surgeries may start from day 1 itself and may be carried out for whole duration provided adequate follow up is ensured 3.5 The s e l e c t e d outputs
PPP Partner
is
expected to
result
following
a) Pre - Operative care b) The tentative break up of surgeries (Minimum Eighty (80) c) Major surgeries) per camp are followingi. Minimum Sixty (60) major General & OBG Surgeries ii. Minimum Twenty (20) Eye Surgeries d) Post operative care till the concluding of the MultiSpecialty Surgical camp. 33
34
3.6 The Private Partner would recruit, deploy and manage a team for running the camps. An indicative list of key personnel required with their responsibilities and qualifications is given in Appendix 6. 3.7 It is understood that there could be some changes in the team composition during the tenure of the contract. Any such changes during the contract period shall be informed to DoMH&FW and the Private Partner has to satisfy DoMH&FW that the new team or team member is of the same quality as offered in the bid. 3.8 The Private Partner would procure and supply all required medicines & consumables. The Private Partner would ensure that no expiry dated medicines are supplied by the supplier. The Private Partner would periodically conduct physical verification of stocks to detect expiry dated medicine and take steps to destroy the same. 3.9 The Private Partner would participate in meetings convened by CMO/ DCMO or other district/State health officials and present performance reports and discuss action plans for improvement of service levels. 3.10 The Private Partner need to maintain patient records and use appropriate application software in their office/head quarter for the same. 3.11 The private partner will not charge any amount from any of the patients for consultation, surgery, medicines or any other service provided to the patient. 3.12 The Private Partner may carry promotional material and messages during the camps on health related activities which are synergetic to the project objectives. 3.13 The PPP Partner will carry out all maintenance work of the equipments/ instruments brought by them at its costs. The GoUK or DoMH&FW will not reimburse any amount towards maintenance, fuel, staff salary, and insurance etc. 3.14 The boarding and lodging arrangements for the team members shall be the responsibility of the PPP Partner. However, department will help to get accommodation in Government rest house if available. The PPP Partner would make its own transport and logistics arrangement during the tenure of the project. 34
35
3.15 T h e p r o p o s e d n u m b e r o f C a m p s a r e a s u n d e r : District
Camps
Surgeries
Zone A Pithoragarh Champawat Udham Singh Nagar TOTAL
3 2 3 8
240 160 240 640
Zone B Almora Bageshwar Nainital TOTAL
4 2 4 10
320 160 320 800
Zone C Pauri Dehradun Rudraprayag Chamoli TOTAL
4 3 2 2 11
320 240 160 160 880
Zone B Haridwar Uttarkhasi Tehri TOTAL
4 3 4 11
320 240 320 880
Grand Total
40
3,200
35
36
S.No District Pithoragarh
Min No. Camps Tentative Sites Sub District 3 Hospital / CHCs
Uttarkashi
3,29,686
2
Chamoli
3,91,114
3
Bageshwar
2,59,840
4
Dehradun
16,98,560
2
U.S Nagar
16,48,367
4 4
Nainital
6,21,927 9,55,128
Pauri
6,86,527
2
Champawat
2,59,315
2
2,36,857
4
19,27,029
3
6,16,409
4 40
Almora
Rudarprayag Haridwar Tehri Total
Population 2011 4,85,993
Uttarakhand
1,01,16,752
3
Sub District Hospital / CHCs Sub District Hospital / CHCs Sub District Hospital / CHCs Sub District Hospital / CHCs Sub District Hospital / CHCs Sub District Hospital / CHCs Sub District Hospital / CHCs Sub District Hospital / CHCs Sub District Hospital / CHCs Sub District Hospital / CHCs Sub District Hospital / CHCs Sub District Hospital / CHCs
36
37
4 Performance based Payment disbursement 4.1 The payment wiLL be made according to performance as under: (Please note that for the payment shall be made for major surgeries only. The major surgeries are defined as those surgeries requiring a general/ spinal anesthesia) • • • • •
For 100% achievement - 100% payment For 90-100% achievement - 90% payment For 80-90% achievement -80% payment For 70-80% achievement -70% payment BeLow 70% achievement - No payment
4.2 For extra surgeries beyond eighty (80), the reimbursement shaLL be made as per foLLowing rates Cataract and other eye surgeries (beyond stipuLated Twenty [20] surgeries - Prevailing NationaL Program for Control of Blindness Rate as on the day of surgery General and OBG (beyond stipulated Sixty [60] surgeries Prevailing CGHS – Non specialist rate as on the day of surgery 4.3 In case the DoMH&FW is unabLe to provide minimum number of patients, there wouLd be no deduction. However the DoMH&FW wouLd certify to this affect that number of patients were Less than the required minimum numbers i.e. eighty (80) in each camp. In such cases the 100% payment wouLd be made by DoMH&FW. The certificate shaLL be issued by the Chief MedicaL Superintendent (CMS)/ MedicaL Superintendent (MS) of the concerned hospitaLs where the camp is organized. 4.4 In case of patients who cannot be operated during the camps due to medicaL or other reasons, the PPP partner may perform the same at its main hospitaL/institution and the same wiLL be reimbursed by the UKHFW Society at CGHS rates. 4.5 The above wiLL be subject to the referraL of the patient during the camp by a paneL comprising of the attending physician and three other doctors nominated by the govt. /society in case of planned surgery. In case of an emergency, the patient shaLL be referred by CMS/MS of the hospitaL where the camp is being organized. The paneL may review such emergency referraLs post facto.
37
38
5 Evaluation Methodology 5.1
Evaluation of Technical Proposal
5.1.1 The T e c h n i c a L CapabiLity ProposaL for the Project wouLd be evaLuated on the foLLowing basis: S No
Description
Max Marks
a. Previous experience of the bidder in conduction static and/or mobiLe heaLth camps b. Previous Experience of the bidder in managing HospitaLs or Nursing Home based on number of cumuLative beds (aLL centres) c. Previous Experience of the bidder based on average number of Major Surgeries conducted during Last 3 years d. QuaLification and experience of the technicaL PersonneL
30 30 20 20
a. Previous experience of the bidder in managing Hospitals/Nursing Homes S No Description Max Marks a. No of years of experience More than 7 years More than 6 years upto 7 years More than 5 years upto 6 years Less than 5 years
30 = 30 = 25 = 15 =0
b. Previous Experience of the bidder in managing HospitaLs or Nursing Home based on number of cumuLative beds (aLL centres) More than 50 beds 41-50 beds 21-40 beds Less than 20 beds
30
= 30 = 25 = 15 =0
38
39
c. Previous Experience of the bidder based on average number of Major Surgeries conducted during Last 3 years
20
More than 1,500 = 20 1,001-1,500 = 15 501 - 1,000 = 10 Less 500 = 0
39
40
d. QuaLification and experience of the technicaL PersonneL
20
Post Graduates = 20 BacheLors degree = 10 AdditionaL TechnicaL quaLifications = 5 Person wise matrix would be prepared to arrive at average overall ratings i.
The bidder needs to submit a certificate from statutory auditors or any other competent authority certifying the Number of compLeted/ongoing projects.
ii.
In response to (c ) the bidder wouLd provide category wise surgeries performed during Last three years.
5.1.2 The minimum quaLifying marks of the TechnicaL EvaLuation is 75. 5.1.3 The FinanciaL bids of those bidders wouLd be opened who secure at Least 75 in their TechnicaL CapabiLity ProposaL. 5.2
Evaluation of Financial Proposals
5.2.1 The Bidders shaLL submit separate Financial Proposal for each of the Projects appLied for by the Bidder. 5.2.2 The Bidder shaLL quote an amount required from Government per camp per location in each zones subject to a maximum of Rs 8,50,000 (Rs Eight Lakhs and Fifty Thousand OnLy) per camp. 5.2.3
The offers of the Bidder on the amount of totaL financiaL support required from Government per zone shaLL be as per the format prescribed in Appendix 5, shaLL be used for financiaL evaLuation.
40
41
Zone (1)
District (2)
A
Pithoragarh
B
C
D
Weightage GeneraL Eye TotaL and 25 % wt OBG 75 % wt F1
Champawat U S Nagar
F2 F3
ALmora Bageshwar NainitaL Pauri Dehradun Rudraprayag
F4 F5 F6 F7 F8 F9
ChamoLi
F10
Haridwar Uttarkashi
F11 F12
Tehri
F13
The financial bid for each evaluation purpose as under:
district
would
be
computed
for
Example: F1 = 0.75 X General & OBG + 0.25 X Eye 5.2.4 The F1…. to F13 wouLd be computed as per above formuLa and added for each Zone to arrive at bid vaLue as per next tabLe. 5.2.5 The maximum amount that a bidder may offer is Rs 8,50,000.00 (Rs Eight Lakhs and Fifty Thousand only) per camp. This means F1….. to F13 should be less than Rs 8,50,000.00 individually.
41
42
Zone (1)
District (2)
A
Pithoragarh Champawat U S Nagar Total (A) ALmora Bageshwar NainitaL Total (B) Pauri Dehradun Rudraprayag ChamoLi Total (C ) Haridwar Uttarkashi Tehri Total (D )
B
C
D
Min Camps (3) 3 2 3 8 4 2 4 10 4 3 2 2 11 4 3 4 11
FinanciaL bid - Rs (4)
Amount (Rs) - (5)
F1 F2 F3
3 X F1 2 X F2 3 X F3 SUM - A 4 X F4 2 X F5 4 X F6 SUM - B 4 X F7 3 X F8 2 X F9 2 X F10 SUM – C 4 X F11 3 X F12 4 X F13 SUM- D
F4 F5 F6 F7 F8 F9 F10 F11 F12 F13
5.2.6 The bidder quoting the sum totaL of the Lowest amount of FinanciaL Support as computed above shaLL be decLared as the SuccessfuL Bidder for respective Zone (Project) 5.2.7 The bidder shaLL be paid the actuaL amount quoted in financiaL bid as per Appendix 5 and not the weighted average price. The weighted average pricing is for evaLuation purpose onLy. 5.2.8
In the event that two or more Bidders quote same amount for any Projects, DoMH&FW may: (a) invite fresh ProposaLs from the Bidders; OR (b) decLaring the bidder securing highest technicaL capabiLity marks amongst the bidders securing same overaLL score, as preferred bidder OR (c) take any such measure as may be deemed fit in its soLe discretion or annuLment of the bidding process. 42
43
5.2.9 DoMH&FW may either choose to accept the ProposaL of the Preferred Bidder or invite him for negotiations.
43
44
5.2.10 Upon a c c e p t a n c e o f t h e F i n a n c i a L ProposaL of the Preferred Bidders with or without negotiations, DoMH&FW shaLL decLare the Preferred Bidder as SuccessfuL Bidder. 5.2.11 DoMH&FW wiLL notify the SuccessfuL Bidder by facsimiLe and by a Letter that its ProposaL has been accepted. 6. Fraud and Corrupt Practices 6.1 The Bidders and their respective officers, empLoyees, agents and advisers shaLL observe the highest standard of ethics during the Bidding Process. Notwithstanding anything to the contrary contained herein, the DoMH&FW may reject an AppLication without being LiabLe in any manner whatsoever to the Bidders if it determines that the Bidders has, directLy or indirectLy or through an agent, engaged in corrupt practice, frauduLent practice, coercive practice, undesirabLe practice or restrictive practice in the Bidding Process. 6.2 Without prejudice to the rights of the DoMH&FW under CLause 5.1 hereinabove, if an Bidders is found by the DoMH&FW to have directLy or indirectLy or through an agent, engaged or induLged in any corrupt practice, frauduLent practice, coercive practice, undesirabLe practice or restrictive practice during the Bidding Process, such Bidders shaLL not be eLigibLe to participate in any tender or RFP issued by the DoMH&FW during a period of 2 (two) years from the date such Bidders is found by the DoMH&FW to have directLy or indirectLy or through an agent, engaged or induLged in any corrupt practice, frauduLent practice, coercive, practice, undesirabLe practice or restrictive practice, as the case may be. 6.3 For the purposes of this CLause 5, the foLLowing terms shaLL have the meaning hereinafter respectiveLy assigned to them: (a)
“corrupt practice” means (i) the offering, giving, receiving, or soLiciting, directLy or indirectLy, of anything of vaLue to infLuence the actions of any person connected with the Bidding Process (for avoidance of doubt, offering of empLoyment to, or empLoying, or engaging in any manner whatsoever, directLy or indirectLy, any officiaL of the DoMH&FW who is or has been associated in any manner, directLy or indirectLy, with the Bidding Process or the LOA or has deaLt with matters concerning the Concession Agreement or arising therefrom, before or after the execution thereof, at any time prior to the expiry of one year from the date such officiaL resigns or retires from or otherwise ceases to be in the service of the DoMH&FW, shaLL be deemed to constitute infLuencing the actions of a person connected with the Bidding Process); or (ii) save and except as permitted under sub cLause (d) of CLause 1.2.8, engaging in any manner whatsoever, whether during the Bidding Process or after the issue of the LOA or after the execution of the Concession 44
45
Agreement, as the case may be, any person in respect of any matter reLating to the Project or the LOA or the Concession Agreement, who at any time has been or is a LegaL, financiaL or technicaL adviser of the DoMH&FW in reLation to any matter concerning the Project;
45
46
(b) “fraudulent practice” means a misrepresentation or omission of facts or suppression of facts or discLosure of incompLete facts, in order to infLuence the Bidding Process ; (c) “coercive practice” means impairing or harming or threatening to impair or harm, directLy or indirectLy, any person or property to infLuence any person’s participation or action in the Bidding Process; (d) “undesirable practice” means (i) estabLishing contact with any person connected with or empLoyed or engaged by the DoMH&FW with the objective of canvassing, Lobbying or in any manner infLuencing or attempting to infLuence the Bidding Process; or (ii) having a ConfLict of Interest; and (e) “restrictive practice” means forming a carteL or arriving at any understanding or arrangement among Bidders with the objective of restricting or manipuLating a fuLL and fair competition in the Bidding Process.
46
47
APPENDIX 1 Format for Acknowledgement of RFP Document and Notification of Intent to Submit Proposal Date : To The Mission Director (NationaL RuraL HeaLth Mission Directorate of MedicaL HeaLth & FamiLy WeLfare Danda Lakhond, P.O. Gujrara, Sahastradhara Road, Dehradun - 248 001
Dear Sir, Re: Proposal for conducting multi specialty surgical camps The undersigned hereby acknowLedges and confirms receipt the Request for ProposaL (RFP) Document for the captioned project from DoMH&FW and conveys its intention to submit a ProposaL for the foLLowing Projects. 1. 2. 3.
………………………………….(insert name of the Project - Zone) ………………………………….(insert name of the Project - Zone) ………………………………….(insert name of the Project - Zone)
……………………………………………. Name of the Bidder ……………………………………………. Signature of the Authorised Person ……………………………………………. Name of the Authorised Person Note:
On the Letterhead of the Bidder The acknowledgement should be sent within 2 weeks of receipt of the RFP Document
47
48
APPENDIX-2 Format for Covering Letter Cum Project Undertaking To The Mission Director (NationaL RuraL HeaLth Mission Directorate of MedicaL HeaLth & FamiLy WeLfare Danda Lakhond, P.O. Gujrara, Sahastradhara Road, Dehradun - 248 001
Dear Sir, Re: Proposal for conducting multi specialty surgical camps We have read and understood the Request for ProposaL (RFP) Document in respect of the Project provided to us by DoMH&FW. We hereby submit our ProposaL for the foLLowing Projects: 1. 2. 3. 4.
………………………………….(insert name of the Project - Zone) ………………………………….(insert name of the Project - Zone) ………………………………….(insert name of the Project - Zone) ………………………………….(insert name of the Project - Zone)
We are encLosing our ProposaL in one (1) originaL pLus one (1) copy, with the detaiLs as per the requirements of the RFP Document, for your evaLuation. We confirm that our ProposaL is vaLid for a period of nine (9) months from ………… (ProposaL Due Date). We hereby agree and undertake as under: Notwithstanding any quaLifications or conditions, whether impLied or otherwise, contained in our ProposaL we hereby represent and confirm that our ProposaL is unquaLified and unconditionaL in aLL respects and we agree to the terms of the Draft Concession Agreement, a draft of which aLso forms a part of the RFP Document provided to us. Dated this ……………………..Day of …………………., 2013. Name of the Bidder ……………………………………………. Signature of the Authorised Person ……………………………………………. Name of the Authorised Person 48
49
Note: •
On the Letterhead of the Bidder.
49
50
APPENDIX 3 Format for Anti-Collusion Certificate Anti-Collusion Certificate We hereby certify and confirm that in the preparation and submission of this ProposaL, we have not acted in concert or in coLLusion with any other Bidder or other person/s and aLso not done any act, deed or thing which is or couLd be regarded as anti-competitive. We further confirm that we have not offered nor wiLL offer any iLLegaL gratification in cash or kind to any person or agency in connection with the instant ProposaL. Dated this ……………………..Day of …………………., 2013
Name of the Bidder ……………………………………………. Signature of the Authorised Person ……………………………………………. Name of the Authorised Person
50
51
APPENDIX 4
(Proforma of Bank Guarantee) THIS DEED
OF GUARANTEE executed on this the day of at by (Name of the Bank) having its Head/Registered office at hereinafter referred to as “the Guarantor” which expression shaLL unLess it be repugnant to the subject or context thereof incLude successors and assigns; In favour of
Department of MedicaL HeaLth & FamiLy WeLfare, Government of Uttarakhand, represented by the Mission Director, NRHM and having its office at Directorate of MedicaL HeaLth & FamiLy WeLfare , DandaLokhand, P.O. Gujrara, Sahastradhara Road, Dehradun - 248 001, hereinafter referred to as
“DoMH&FW”, which expression shaLL, unLess repugnant to the context or meaning thereof incLude its administrators, successors or assigns. WHEREAS A. By the Concession Agreement entered into between DoMH&FW and , a company incorporated under the provisions of the Companies Act, 1956, having its registered office/ permanent address at (“the Concessionaire”), the Concessionaire has been granted the Concession for hoLding muLti speciaLity surgicaL camps (hereinafter referred to as “MSSC”) in three zones - higher HimaLayan, middLe HimaLayan and Lower HimaLayan across Uttarakhand. (hereinafter referred to as “the Project”). B. In terms of the Concession Agreement, the Concessionaire is required to furnish to DoMH&FW, an unconditionaL and irrevocabLe bank guarantee for an amount of Rs. 4,00,000.00 (Rupees Four Lakhs onLy ) as security for due and punctuaL performance/discharge of its obLigations under the Concession Agreement, reLating to Project by the Concessionaire. C. At the request of the Concessionaire, the Guarantor has agreed to provide bank guarantee, being these presents guaranteeing the due and punctuaL performance/discharge by the Concessionaire of its obLigations reLating to the Project. NOW THEREFORE THIS DEED WITNESSETH AS FOLLOWS: 1. CapitaLised terms used herein but not defined shaLL have the meaning assigned to them respectiveLy in the Concession Agreement. 2. The Guarantor hereby irrevocabLy guarantees the due and punctuaL performance by M/s. (hereinafter caLLed “the Concessionaire”) of aLL its obLigations reLating to the Project and in connection with achieving the project objectives by the Concessionaire in accordance with the Concession Agreement. 51
52
3. The Guarantor shaLL, without demur, pay to DoMH&FW sums not exceeding in aggregate Rs. 4,00,000.00 (Rupees Four Lakhs onLy ) within seven (7) caLendar days of receipt of a written demand thereof from DoMH&FW stating that the Concessionaire has faiLed to meet its obLigations under the Concession Agreement. The Guarantor shaLL not go into the veracity of any breach or faiLure on the part of the Concessionaire or vaLidity of demand so made by DoMH&FW and shaLL pay the amount specified in the demand, notwithstanding any direction to the contrary given or any dispute whatsoever raised by the Concessionaire or any other Person. The Guarantor’s obLigations hereunder shaLL subsist untiL aLL such demands are duLy met and discharged in accordance with the provisions hereof. 4. Among other obLigations as set out in section 3.0 and 4.0 of RFP , the situation of enforcement of this performance guarantee shaLL be as per cLause 1.28.3 5. In order to give effect to this Guarantee, DoMH&FW shaLL be entitLed to treat the Guarantor as the principaL debtor. The obLigations of the Guarantor shaLL not be affected by any variations in the terms and conditions of the Concession Agreement or other documents or by the extension of time for performance granted to the Concessionaire or postponement/non exercise/ deLayed exercise of any of its rights by DoMH&FW or any induLgence shown by DoMH&FW to the Concessionaire and the Guarantor shaLL not be reLieved from its obLigations under this Guarantee on account of any such variation,extension, postponement, non exercise, deLayed exercise of any of its rights by DoMH&FW or any induLgence shown by DoMH&FW, provided nothing contained herein shaLL enLarge the Guarantor’s obLigation hereunder. 6.
This Guarantee shaLL be irrevocabLe and shaLL remain in fuLL force and effect untiL unLess discharged/ reLeased earLier by DoMH&FW in accordance with the provisions of the Concession Agreement. The Guarantor’s LiabiLity in aggregate be Limited to a sum of Rs. 5,00,000.00 (Rupees Five Lakhs onLy ).
7. This Guarantee shaLL not be affected by any change in the constitution or winding up of the Concessionaire/the Guarantor or any absorption, merger or amaLgamation of the Concessionaire/the Guarantor with any other Person. 8. The Guarantor has power to issue this guarantee and discharge the obLigations contempLated herein, and the undersigned is duLy authorised to execute this Guarantee pursuant to the power granted under . IN WITNESS WHEREOF THE GUARANTOR HAS SET ITS HANDS HEREUNTO ON THE DAY, MONTH AND YEAR FIRST HEREINABOVE WRITTEN. SIGNED AND DELIVERED by by the hand of Shri its
Bank and authorised officiaL.
52
53
APPENDIX 5 Format for Financial Proposal The Mission Director (N a tiona L RuraL He aLt h Mi ssi on Directorate of MedicaL HeaLth & FamiLy WeLfare Danda Lakhond, P.O. Gujrara, Sahastradhara Road, Dehradun - 248 001 Dear Sir, Re: Financial proposal for conducting multi specialty surgical camps We are pLeased to submit our FinanciaL ProposaL for conducting muLti speciaLty surgicaL camps. The amount is for ONE CAMP in INR for minimum number of eighty (80) surgeries per camp. In figures
Zone
District
A
Pithoragarh Champawat U S Nagar
B
C
GeneraL & OBG
Eye
ALmora Bageshwar NainitaL Pauri Dehradun Rudraprayag ChamoLi
D
Haridwar Uttarkashi Tehri
53
54
In Words
Zone
District
A
Pithoragarh Champawat U S Nagar
B
C
GeneraL & OBG
Eye
ALmora Bageshwar NainitaL Pauri Dehradun Rudraprayag ChamoLi
D
Haridwar Uttarkashi Tehri
We have reviewed aLL the terms and conditions of the Request for ProposaL (RFP) Document and wiLL undertake to abide by aLL the terms and conditions contained therein. We hereby decLare that there are, and shaLL be, no deviations from the stated terms in the RFP Document. ……………………………………………. Name of the Bidder …………………………………………….Signature of the Authorised Person …………………………………………….Name of the Authorised Person Note: On the Letterhead of the Bidder and to be signed by the bidder. If there is any discrepancy between figures and words, the lower of the value shall be considered. The total value fGeneral & OBG + Eye] shall not be more than Rs 8,50,000.00 fsee clause 5.2.5] per CAMP Any bid with more than Rs 8,50,000 per CAMP will be rejected.
54
55
APPENDIX 6 List of Medical and Non medical personnel required with each camp
Position
Number Key ResponsibiLities
Project Coordinator
1
GeneraL Surgeons 2 OBG SpeciaLists
1
Eye surgeons
1
Anaesthetists
1
RadioLogist
1
Staff Nurse for OT
2
OT Assistant OphthaLmic Assistant Pharmacist
1 1 1
OveraLL Coordination with CMO/DCMO and other district heaLth officiaLs. Provide Logistic support to the team. Prepare camp pLan, monitoring and reporting. Perform Surgeries
QuaLification/ Experience PG in SociaL Sciences with more than five (5) years reLevant experience.
MS with over experience
5
years
MD/DGO with minimum five years of reLevant experience MS/DOMS with minimum five years of reLevant experience MD/DA with minimum five years of reLevant experience
Conduct ULtra Sound test Assist Doctors in OT
MD/ DMRD/DMRE or equiv. A Registered nurse with suitabLe degree/dipLoma in nursing.
Managing & Dispensing A Recognised DipLoma in aLL consumabLes / reLevant fieLd medicines etc for surgeries and maintaining records
55
56
Appendix 7 Format for Technical Capability Proposal 1. Previous experience of the bidder in managing hospital/nursing homes Sr Name of the Location No. of IPD Major Services Date of No Centre beds start
2. Previous experience of the bidder in performing surgeries Sr No
Name of Major Surgery the Centre
Number of Major Surgeries 2011-12
2010-11
2009-10
The bidder wouLd provide detaiL of the proposed technicaL human resources to be depLoyed as per indicative List shown in Appendix 6 (Sr no.1 to 8) The Team proposed above wiLL be vaLid for at Least 2 years. It is understood that there couLd be some changes in the team composition during the tenure of the contract. Any such changes during the contract period shaLL be informed to DoMH&FW and the Private Partner has to satisfy DoMH&FW that the new team or team member is of the same quaLity as offered in the bid. 3. Details of Qualifications: Sr No
Position
Name
Graduate
QuaLification Post graduate
Others
A person wise matrix wouLd be prepared to arrive at average overaLL ratings based on criteria indicated in section (4). 56
57
APPENDIX 8 Format for Financial Capability Proposal
Bidder
Net Worth Year 1 (As 2012-13 on 31st March 2013)
(Equivalent in Rs. Lakhs)
Annual Turnover
2011-12
2010-11
SoLe Bidder Lead Member of Consortium Other Member 1 (in case of Consortium) Other Member 2 (in case of Consortium) Other Member 3 (in case of Consortium) Other Member 4 (in case of Consortium) TotaL
1. The Bidder shouLd provide the FinanciaL CapabiLity based on its own financiaL statements. FinanciaL capabiLity of the Bidder's parent company or its subsidiary or any associate company (who are not members of the Consortium) wiLL not be considered for computation of the FinanciaL CapabiLity of the Bidder. 2. Any SoLe Bidder shouLd fiLL in detaiLs as per the row titLed SoLe Bidder and ignore the rows beLow. In case of a Consortium, ignore the first row and provide reLevant detaiLs in subsequent rows. General Instructions: 1.
Net Worth • For Company = (Paid-up CapitaL fund + Reserves) (RevaLuation reserves + MisceLLaneous expenditure not written off)
2.
AnnuaL Turnover = TotaL revenues earned from business operation as indicated in the annuaL financiaL statement 57
58
3.
4. 5.
The financiaL year wouLd be the same as foLLowed by the Bidder for its annuaL report. Year I wiLL be the Latest compLeted financiaL year for which the audited baLance sheet is avaiLabLe. Year 2 shaLL be the year immediateLy preceding Year 1. The Bidder shaLL provide the audited annuaL financiaL statements as required for this RFP Document. FaiLure to do so wouLd be considered as a non-responsive bid. The Bidder shouLd cLearLy indicate the caLcuLations and references in the financiaL statements in arriving at the above numbers in an attached worksheet.
58
59
Instruction to Bidders
40
59
60
APPENDIX 9
Power of Attorney for signing of Application (Refer Clause 1.2.4)
Know aLL men by these presents, We…………………………………………….. (name of the firm and address of the registered office) do hereby irrevocabLy constitute, nominate, appoint and authorise Mr/ Ms (name), …………………… son/daughter/wife of ……………………………… and presentLy residing at …………………., who is presentLy empLoyed with us/ the Lead Member of our Consortium and hoLding the position of ……………………………. , as our true and LawfuL attorney (hereinafter referred to as the “Attorney”) to do in our name and on our behaLf, aLL such acts, deeds and things as are necessary or required in connection with or incidentaL to submission of our appLication for pre-quaLification and submission of our bid for hoLding muLti speciaLity surgicaL camps (hereinafter referred to as “MSSC”) in three zones - higher HimaLayan, middLe HimaLayan and Lower HimaLayan across Uttarakhand Project proposed by Department of MedicaL HeaLth & FamiLy WeLfare, Government of Uttarakhand (the “DoMH&FW”) incLuding but not Limited to signing and submission of aLL appLications, bids and other documents and writings, participate in Pre-AppLications and other conferences and providing information/ responses to the DoMH&FW, representing us in aLL matters before the DoMH&FW, signing and execution of aLL contracts incLuding the Concession Agreement and undertakings consequent to acceptance of our bid, and generaLLy deaLing with the DoMH&FW in aLL matters in connection with or reLating to or arising out of our bid for the said Project and/ or upon award thereof to us and/or tiLL the entering into of the Concession Agreement with the DoMH&FW. AND we hereby agree to ratify and confirm and do hereby ratify and confirm aLL acts, deeds and things done or caused to be done by our said Attorney pursuant to and in exercise of the powers conferred by this Power of Attorney and that aLL acts, deeds and things done by our said Attorney in exercise of the powers hereby conferred shaLL and shaLL aLways be deemed to have been done by us. IN WITNESS WHEREOF WE, …………………………., THE ABOVE NAMED PRINCIPAL HAVE EXECUTED THIS POWER OF ATTORNEY ON THIS ……… DAY OF …………. 2….. For ………………………….. (Signature, name, designation and address)
60
61
Witnesses:
Instruction to Bidders
41
61
62
1. (Notarised) 2. Accepted …………………………… (Signature) (Name, TitLe and Address of the Attorney)
Notes: • The mode of execution of the Power of Attorney should be in accordance with the procedure, if any, laid down by the applicable law and the charter documents of the executant(s) and when it is so required, the same should be under common seal affixed in accordance with the required procedure. • Wherever required, the Applicant should submit for verification the extract of the charter documents and documents such as a board or shareholders’ resolution/ power of attorney in favour of the person executing this Power of Attorney for the delegation of power hereunder on behalf of the Applicant. • For a Power of Attorney executed and issued overseas, the document will also have to be legalised by the Indian Embassy and notarised in the jurisdiction where the Power of Attorney is being issued. However, the Power of Attorney provided by Applicants from countries that have signed the Hague Legislation Convention 1961 are not required to be legalised by the Indian Embassy if it carries a conforming Appostille certificate.
62
63
Instruction to Bidders
42
63
64
APPENDIX 10 List of attachments with the bid
S No 1. 2. 3. 4. 5. 6. 7. 8. 9.
Description AcknowLedgement of RFP Document and Notification of Intent to Submit ProposaL Covering Letter cum Project Undertaking Anti-CoLLusion Certificate Bid Security FinanciaL ProposaL List of medicaL personneL TechnicaL ProposaL Power of Attorney for Signing of AppLication Bank Draft towards cost of RFP document or copy of the receipt, if hard copy of RFP purchased.
64
65
Instruction to Bidders
43
65
66
Part II Draft Concession Agreement between
Department of Medical Health & Family Welfare, Government of Uttarakhand, (“DoMH&FW ”) acting through
(designation of authorised officer)
and
(Concessionaire)
for Holding Multi Specialty Surgical Camps (“MSSC”) in four zones – (the Project) Zones Zone A Zone B Zone C Zone D
Districts Pithoragarh, Champawat and Udham Singh Nagar Almora, Bageshwar and Nainital Pauri, Dehradun, Rudraprayag and Chamoli Uttarkashi, Tehri and Haridwar
66
67
Instruction to Bidders
44
67
68
This CONCESSION AGREEMENT made on this ---------- (insert date) day of --------- (insert month), ---------- (insert year) at ---------- (insert place of execution), BETWEEN Uttarakhand HeaLth and Uttarakhand, having
FamiLy WeLfare Society, Government of its registered office at , Dehradun - 248 001, hereinafter referred to as “the Concessioning Authority” or “DoMH&FW ” which expression shaLL unLess repugnant to the context incLude the successors and assigns, on the one part AND -----------------------------, a (company, societies) incorporated under the provision of the (name of the Act), having its registered office at , hereinafter referred to as “Concessionaire” which expression shaLL unLess repugnant to the context incLude the successors and permitted assigns, on the other part. WHEREAS, A. DoMH&FW with an objective to provide heaLthcare faciLities to the citizens of Uttarakhand proposes to operate & maintain muLti speciaLty surgicaL camps (hereinafter referred to as “MSSC”) in four zones - i.e Zone (A) [Pithoragarh, Champawat and Udham Singh Nagar] Zone (B) [ALmora, Bageshwar and NainitaL], Zone (C) [ Pauri, Dehradun, Rudraprayag and ChamoLi], Zone (D) [Uttarkashi, Tehri and Haridwar] across Uttarakhand through PubLic-Private-Partnership. B.
The Concessionaire has been granted the Concession to Operate and Maintain muLti speciaLty surgicaL camps (“MSSC”) of Zone (insert name of the Zone) at the foLLowing Districts , , , , across Uttarakhand (hereinafter referred to as “the Project”).
C. DoMH&FW had, carried out extensive project preparation works in connection with the Project (as hereinafter defined) incLuding assessment of project viabiLity and subsequentLy invited proposaLs, through a competitive bid process from eLigibLe parties for impLementing the Project. In response thereto, DoMH&FW received proposaLs from severaL parties incLuding the Concessionaire for impLementing the Project. 68
69
D.
Pursuant thereto, after evaLuating the aforesaid proposaLs, DoMH&FW accepted the proposaL submitted by the Concessionaire and issued Letter of Acceptance No. (insert Letter No.) dated
Instruction to Bidders
45
69
70
to the Concessionaire requesting the Concessionaire to execute the Concession Agreement, which the Concessionaire has acknowLedged by its Letter No. dated . E. The Parties hereto are required to enter into the Concession Agreement, being these presents, to record the terms, conditions and covenants of the Concession. NOW THIS AGREEMENT WITNESSETH AS FOLLOWS :ARTICLE 1 : DEFINITIONS AND INTERPRETATION 1.1 Definitions In this Agreement, the foLLowing words and expressions shaLL, unLess repugnant to the context or meaning thereof, have the meaning hereinafter respectiveLy ascribed to them hereunder: “Additional Cost” shaLL mean the additionaL capitaL expenditure and/or the additionaL operating costs or both as the case may be, which the Concessionaire wouLd be required to incur as a resuLt of Change in Law. “Affected Party” shaLL mean the Party cLaiming to be affected by a Force Majeure Event in accordance with ArticLe 8.1. “Agreement” shaLL mean this Agreement, and incLudes any amendments hereto made in accordance with the provisions hereof. “Applicable Law” shaLL mean aLL Laws in force and effect, as of the date hereof, and which may be promuLgated or brought into force and effect hereinafter in India incLuding judgements, decrees, injunctions, writs or orders of any court of record, as may be in force and effect during the subsistence of this Agreement and appLicabLe to the Project/the Concessionaire. “Applicable Permits” shaLL mean aLL cLearances, permits, authorisations, consents and approvaLs required to be obtained or maintained by the Concessionaire under AppLicabLe Law, in connection with the Project during the subsistence of this Agreement. “Appointed Date” shaLL mean the date of this Agreement. “Arbitration Act” shaLL mean the Arbitration and ConciLiation Act, 1996 and shaLL incLude any amendment to or any re-enactment thereof as in force 70
71
from time to time.
Instruction to Bidders
46
71
72
“Book Value” means the vaLue of the capitaL expenditure incurred on the Project as per the books of the Concessionaire, net of depreciation charged on the basis of straight Line method and amortized equaLLy over the Operations Period, duLy verified and certified by an independent auditor in accordance with IGAAP. "Change in Law" shaLL have the meaning ascribed thereto in CLause 6.6. “COD” or “Commercial Operations Date” shaLL mean the date on which the DOMH&FW has issued the ProvisionaL CompLetion Certificate or the CompLetion Certificate for the Project FaciLity, in accordance with the provisions of this Agreement. “Completion Certificate” shaLL mean the certificate issued by DoMH&FW certifying, that the Concessionaire has obtained aLL approvaLs necessary for commerciaL operations of the Project FaciLity. “Concession” shaLL have the meaning ascribed thereto in CLause 2.1 of this Agreement. “Concession Period” shaLL have the meaning ascribed thereto in CLause 2.2. “Concessionaire’s Equipment" means aLL machinery, equipment, apparatus and other things (other than Temporary Works) required for the execution and compLetion of the Works and the remedying of any defects, but does not incLude PLant, MateriaLs, or other things intended to form or forming part of the Permanent Works. “Contractor” shaLL mean any Person with whom the Concessionaire has entered into/may enter into any of the Project Agreements. “Cure Period” shaLL have the meaning ascribed thereto in CLause 7.2(a)(iii) of this Agreement. “Emergency” shaLL mean a condition or situation that is LikeLy to endanger the safety of the individuaLs on or about the Project FaciLity incLuding the safety of the users thereof or which poses an immediate threat of materiaL damage to the Project. “Encumbrance” shaLL mean any encumbrance 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 without Limitation any designation of Loss payees or beneficiaries or any simiLar arrangement under any insurance poLicy pertaining to the Project, physicaL encumbrances, cLaims for any amounts due on account of taxes, cesses, eLectricity, water and other utiLity charges and encroachments on the Project FaciLity . 72
73
Instruction to Bidders
47
73
74
“Financing Documents” shaLL mean coLLectiveLy the documents evidencing Lenders’ commitment to finance the Project. “Financial Year” shaLL mean the period commencing from ApriL 1 of any given year to March 31 of the succeeding year. “Force Majeure” or “Force Majeure Event” shaLL mean an act, event, condition or occurrence as specified in ArticLe 8. “Good Industry Practice” shaLL mean the exercise of that degree of skiLL, diLigence, prudence and foresight in compLiance with the undertakings and obLigations under this Agreement which wouLd reasonabLy and ordinariLy be expected of a skiLLed and an experienced person engaged in the impLementation, operation and maintenance or supervision or monitoring thereof of any of them of a project simiLar to that of the Project. “Government Agency” shaLL mean Government of India, any state government or governmentaL department, commission, board, body, bureau, agency, authority, instrumentaLity, court or other judiciaL or administrative body, centraL, state, or LocaL, having jurisdiction over the Concessionaire, the Project Site or any portion thereof, or the performance of aLL or any of the services or obLigations of the Concessionaire under or pursuant to this Agreement. “Handback Requirements” shaLL have the meaning ascribed thereto in ArticLe 7. “ImplementationPeriod” shaLL have the meaning ascribed thereto in CLause . “Lenders” shaLL mean financiaL institutions, banks, funds and trustees for bond hoLders or debenture hoLders, who provide funds to the Concessionaire for financing the cost of construction of the Project FaciLity or any part thereof. "Materials" means things of aLL kinds (other than PLant) to be provided and incorporated in the Permanent Works by the Concessionaire, incLuding the suppLy-onLy items (if any) which are to be suppLied by the Concessionaire as specified in the Agreement. “Material Adverse Effect” shaLL mean a materiaL adverse effect on (a) the abiLity of the Concessionaire to exercise any of its rights or perform/discharge any of its duties/obLigations under and in accordance with the provisions of this Agreement and/or (b) the LegaLity, vaLidity, binding nature or enforceabiLity of this Agreement. “Material Breach” shaLL mean a breach by either Party of any of its 74
75
obLigations under this Agreement which has or is LikeLy to have a MateriaL
Instruction to Bidders
48
75
76
Adverse Effect on the Project and which such Party shaLL have faiLed to cure. “O&M Requirements” shaLL mean the requirements as to operation and maintenance of the Project FaciLity as set forth in ScheduLe 4. “Operations Period” shaLL mean the period commencing from COD and ending at the expiry of the Concession /Termination. “Parties” shaLL mean the parties to this Agreement and “Party” shaLL mean either of them, as the context may admit or require. “Performance Security” shaLL mean the guarantee for performance of its obLigations to be procured by the Concessionaire in accordance with CLause 4.1. “Person” shaLL mean (unLess otherwise specified or required by the context), any individuaL, company, corporation, partnership, joint venture, trust, unincorporated organisation, government or Government Agency or any other LegaL entity. "Plant" means machinery and apparatus intended to form or forming part of the Permanent Works, incLuding the suppLy-onLy items (if any) which are to be suppLied by the Concessionaire as specified in the Agreement. “Preliminary Notice” shaLL mean the notice of intended Termination by the Party entitLed to terminate this Agreement to the other Party setting out, inter aLia, the underLying Event of DefauLt. “Project” shaLL mean design, financing, operation and maintenance of Project at Project Site in accordance with the provisions of this Agreement. “Project Agreements” shaLL mean coLLectiveLy this Agreement, O&M Contract, and any other materiaL contract (other than Financing Documents) entered into or may hereafter be entered into by the Concessionaire in connection with the Project. “Project Facility” shaLL mean PhysicaL FaciLities: OPD, OT, Labour room, wards, beds and Labs etc., Diagnostics: Routine and Bio-chemicaL tests, ECG, ULtrasonography &X-ray etc, whichever in avaiLabLe at the site “Project Requirements” shaLL mean coLLectiveLy the Construction Requirements, and O&M Requirements or any of them as the context may admit or require. “Project Facility Area” shaLL mean an area of Land within Project Site, more fuLLy described in ScheduLe 1. 76
77
“Project Site” shaLL have the meaning ascribed thereto in ScheduLe 1.
Instruction to Bidders
49
77
78
“Provisional Completion Certificate” means the CompLetion Certificate that may be issued by the DoMH&FW pending compLetion of the Punch List items in accordance with CLause 4.4. “Remuneration” shaLL mean aLL fees, costs, charges and expenses payabLe to the DOMH&FW in accordance with the terms of his appointment. “Rupees” or “Rs.” refers to the LawfuL currency of the RepubLic of India. “SPCD” or “Scheduled Project Completion Date” shaLL mean the date 3 months from the Appointed Date. “Tax” shaLL mean and incLudes aLL taxes, fees, cesses, duties, Levies that may be payabLe by the Concessionaire under AppLicabLe Law. "Temporary Works" means aLL temporary works of every kind (other than Concessionaire’s Equipment) required for the execution and compLetion of the Works and the remedying of any defects. “Termination” shaLL mean earLy termination of the Concession, pursuant to Termination Notice or otherwise in accordance with the provisions of this Agreement but shaLL not, unLess the context otherwise requires, incLude expiry of this Agreement due to effLux of time in the normaL course. “Termination Date” shaLL mean the date specified in the Termination Notice as the date on which Termination occurs. “Termination Notice” shaLL mean the notice of Termination by either Party to the other Party, in accordance with the appLicabLe provisions of this Agreement. “Tests” shaLL mean the tests to be carried out in accordance with the Construction Requirements or the O&M Requirements and if not expressLy specified in either of the said requirements, as instructed by the DOMH&FW, in accordance with this Agreement. "Works" means the Permanent Works and the Temporary Works or either of them as appropriate. 1.2 Interpretation In this Agreement, unLess the context otherwise requires, (a) any reference to a statutory provision shaLL incLude such provision as is from time to time modified or re-enacted or consoLidated so far as such 78
79
modification or re-enactment or consoLidation appLies to, or is capabLe of being appLied to any transactions entered into hereunder; (b) references to AppLicabLe Law shaLL incLude the Laws, acts, ordinances, ruLes, reguLations, notifications, guideLines or byLaws which have the force of Law; (c) the words importing singuLar shaLL incLude pLuraL and vice versa, and words denoting naturaL persons shaLL incLude partnerships, firms, companies, corporations, joint ventures, trusts, associations, organisations or other entities (whether or not having a separate LegaL entity); (d) the headings are for convenience of reference onLy and shaLL not be used in, and shaLL not affect, the construction or interpretation of this Agreement; (e) the words "incLude" and "incLuding" are to be construed without Limitation; (f) any reference to day, month or year shaLL mean a reference to a caLendar day, caLendar month or caLendar year respectiveLy; (g) any reference to any period commencing “from” a specified day or date and “tiLL” or “untiL” a specified day or date shaLL incLude both such days or dates; (h) any reference to any period of time shaLL mean a reference to that according to Indian Standard Time (IST). (i) the ScheduLes to this Agreement form an integraL part of this Agreement as though they were expressLy set out in the body of this Agreement; (j) any reference at any time to any agreement, deed, instrument, License or document of any description shaLL be construed as reference to that agreement, deed, instrument, License or other document as amended, varied, suppLemented, modified or suspended at the time of such reference; (k) references to recitaLs, ArticLes, sub-articLes, cLauses, or ScheduLes in this Agreement shaLL, except where the context otherwise requires, be deemed to be references to recitaLs, ArticLes, sub-articLes, cLauses and ScheduLes of or to this Agreement; (L) any agreement, consent, approvaL, authorisation, notice, communication, information or report required under or pursuant to this Agreement from or by any Party or by DoMH&FW shaLL be vaLid and effectuaL onLy if it is in writing under the hands of duLy authorised representative of such Party or DoMH&FW in this behaLf and not otherwise; (m) references to “Construction” incLudes investigation, design, engineering, procurement, deLivery, transportation, instaLLation, processing, fabrication, testing, commissioning and other activities incidentaL thereto (n) 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 79
80
penaLty or Liquidated damages (the “Damages”)
80
81
ARTICLE 2 : CONCESSION
2.1
Grant of Concession Subject to and in accordance with the terms and covenants set forth in this Agreement, the Concessioning Authority hereby grants and authorizes the Concessionaire to procure, finance and operate and to exercise and/ or enjoy the rights, powers, benefits, priviLeges, authorizations and entitLements as set forth in this Agreement, (the “Concession”).
2.2 Concession Period
a) The Concession hereby granted is from the Appointed Date upto 31st March 2014 aLong with the compLetion of minimum Camps incLusive of the ImpLementation Period. (Hereinafte r referred to as the “Concession Period”) in the Zone b) The Concessionaire and Concessioning authority shaLL make aLL attempts to organize and compLete aLL camps by 31st March 2014. However in case of exigency the above date may be extended. c) Provided, 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. 2.3 Acceptance of Concession
In consideration of DoMH&FW agreeing to permit the Concessionaire to Operate & Maintain the Project, to receive Grant from the DoMH&FW , and any other amounts, and the rights, priviLeges and benefits conferred upon by the Concessioning Authority and other good and vaLuabLe consideration expressed herein, the Concessionaire hereby accepts the Concession and agrees and undertakes to perform/discharge aLL of its obLigations in accordance with the provisions hereof. 2.4 Implementation Period
The Concessionaire shaLL be provided a time period not exceeding 15 (fifteen) days herein referred to as ImpLementation Period to set up, procure, instaLL, repair and Operate, mobiLize medicaL and non medicaL staff, procure aLL the drugs, consumabLes or any other equipment or consumabLe as approved by DoMH&FW required for effective functioning and successfuL compLetion of each Camp. 81
82
ARTICLE 3 : Consideration of Concessionaire
3.1
The considerations provided in this Agreement shaLL be the fuLL and comprehensive consideration for aLL the services to be performed and the obLigations assumed by the Concessionaire under this Agreement and the Concessionaire shaLL not directLy or indirectLy be entitLed to any other sum either from the GoUk or DoMH&FW or the any other authority, whatsoever.
3.2
Subject to ArticLe 3.1 above the consideration payabLe to the Concessionaire is based on the financiaL bid submitted by the Concessionaire and accepted by the GoUk or DoMH&FW under the bidding process initiated by GoUk or DoMH&FW and the same is contained in the Payment to Concessionaire in ScheduLe 2.
3.3
Applicable Permits The Concessionaire shaLL obtain and maintain aLL AppLicabLe Permits in such sequence as is consistent with the requirements of the Project.
3.4
Concession Payment The DoMH&FW agrees to make to payment to the Concessionaire in accordance with ScheduLe 2 (“Concession Payment”). The C o nce s si o n P ayme n t sh a LL be m a d e by wa y of demand draft in favour of “ payabLe at Dehradun or by RTGS.
3.5
cheque/ ”
Financial Support
3.5.1 Subject to the provisions of this Agreement and in consideration of the Concessionaire accepting the Concession and undertaking to perform and discharge its obLigations in accordance with the terms, conditions and covenants set forth in this Agreement, DoMH&FW agrees and undertakes to pay to Concessionaire, the amount of FinanciaL Support for operation and maintenance of each Camp per District per Zone quoted by the Concessionaire in Appendix 5 to the RFP Document as part of its FinanciaL ProposaL in accordance with ScheduLe 2.
82
83
ARTICLE 4 : CONCESSIONAIRE’S OBLIGATIONS In addition to and not in derogation or substitution of any of its other obLigations under this Agreement, the Concessionaire shaLL have the foLLowing obLigations: 4.1 Performance Security a) The Concessionaire shaLL, for due and punctuaL performance of its obLigations hereunder reLating to the Project, deLiver to DOMH&FW, simuLtaneousLy with the execution of this Agreement, a bank guarantee from a scheduLed bank acceptabLe to DOMH&FW, in the form as set forth in ScheduLe 5, ("Performance Security”) for a sum of Rs. 400,000/- (Rupees four Lakhs/- onLy) b) The Performance Security shaLL be kept vaLid for throughout the Concession Period from the Appointed Date. c) Provided that if the Agreement is terminated due to any event other than a Concessionaire Event of DefauLt, the Performance Security if subsisting as of the Termination Date shaLL, subject to DOMH&FW’s right to receive amounts, if any, due from the Concessionaire under this Agreement, be duLy discharged and reLeased to the Concessionaire. 4.2 FINANCING ARRANGEMENT a) The Concessionaire shaLL at its cost, expenses and risk make such financing arrangement as wouLd be necessary to impLement the Project and to meet aLL of its obLigations under this Agreement, in a timeLy manner. 4.3 RECRUITMENT, TRAINING AND REMUNERATION 4.3.1 The Concessionaire shaLL at its cost and expenses recruit and train aLL personneL required for the operation, management and maintenance of the Project FaciLities under this Agreement. 4.3.2 The recruitment, training and remuneration of the personneL, empLoyees and staff required for the operation, maintenance and management of the Project shaLL be the responsibiLity of the Concessionaire and be in compLiance with aLL statutory provisions enacted under the Labour and other AppLicabLe Laws.
83
84
4.3.3 Provided, no personneL, staff or empLoyee under the Concessionaire whether temporary or permanentLy empLoyed for the purposes of impLementation of this Project shaLL, under any circumstances, be deemed to be in empLoyment with the DOMH&FW and the Concessionaire shaLL ensure that its operations are conducted in a manner so that any empLoyer- empLoyee reLationship is not imputed between DOMH&FW and the empLoyees, personneL and staff of the Concessionaire. 4.4 Trained MedicaL PersonneL 4.4.1 The Concessionaire has to ensure that any trained medicaL personneL (incLuding doctors, nurses and paramedics, emergency medicaL technicians) whose services are used in the MSSCs have to be certified and quaLified in accordance with the ScheduLe 8 of this Agreement. 4.4.2 The credentiaLs of aLL such medicaL staff have to be notified to DoHFW within fifteen (15) days of such empLoyment. 4.4.3 Concessionaire shaLL ensure that aLL staff engaged in the deLivery of the services are aLL times properLy and adequateLy notified, trained and instructed in accordance with Good CLinicaL and Good HeaLthcare Practice and the standards of their reLevant professionaL body, if any, in the execution of their duties and information records are maintained accordingLy. 4.4.4 Concessionaire shaLL retain on fiLe at aLL times, copies of aLL current and vaLid Licenses, certifications and / or accreditations of aLL the medicaL personneL performing services. Concessionaire shaLL further provide to DOMH&FW a List of currentLy empLoyed trained medicaL personneL and shaLL update the List whenever they enter or Leave the Concessionaire's empLoyment. 4.4.5 Concessionaire shaLL ensure that aLL staff are offered immunization having regard to the nature of the duties carried out by the staff pursuant to the services. 4.4.6 Concessionaire shaLL ensure that aLL staff are properLy and presentabLy dressed in appropriate uniforms and work wears (incLuding protective cLothing and footwear where required), maintain a high standard of personaL hygiene commensurate with their aLLocated tasks and wear identification badges at aLL times whiLe working in the Project FaciLity. 4.4.7 In the event that DOMH&FW decides that a particuLar personneL shouLd be removed from the position in the staff due to Lack of requisite quaLification, training or has consistentLy demonstrated Lack 84
85
of capabiLity in providing the required services, the decision of DOMH&FW shaLL be finaL.
85
86
4.5 ASSURED HEALTHCARE SERVICES IN EACH CAMP: 4.5.1 The Concessionaire shaLL throughout the Concession Period provide aLL the heaLthcare services mentioned in ScheduLe 4 of this Concession Agreement. 4.6 SECURITY 4.6.1 Concessionaire shaLL provide security services for maintaining a secure environment within each Camp and responding to security incidents within each Camp. Concessionaire shaLL ensure that aLL system and controLs are in pLace and are functionaL to safeguard property, cash and commodities. 4.6.2 The security shaLL be provided 24 hours per day during the camp period. 4.6.3 Concessionaire shaLL: a. provide a security service to ensure the safety and security of aLL patients, staff and bona fide visitors to the Project FaciLity; b. provide professionaL integrated security services on a scheduLed and reactive basis, which are efficient, effective and timeLy; c. maintain the safety of aLL persons, and their beLongings, on the Project FaciLity. This incLudes the protection of patients, staff, service providers and visitors against vioLent acts or abuse; d. protect the Project FaciLity and physicaL faciLities, patients, staff, and visitors against theft, vandaLism, maLicious tampering and criminaL damage; and e. ensure onLy bona fide visitors are aLLowed access to the Project FaciLity. This incLudes restricting access of undesirabLe persons to the Project FaciLity in generaL and restricting access to sensitive areas to authorised personneL onLy. 4.6.4 Concessionaire shaLL provide reports on aLL incidences of crime within the Project FaciLity. 4.7 STERILISATION SERVICES 4.7.1 SteriLization faciLity to disinfect aLL instruments on reguLar basis shouLd be provided by the Concessionaire to ensure high LeveL of hygiene and effective treatment of patients. 4.7.2 Concessionaire wiLL institute an effective monitoring system for the above. 4.8 PATIENT DISCHARGE OBLIGATIONS 86
87
4.8.1 The Concessionaire shaLL adhere to discharge protocoLs in accordance with Good CLinicaL and Good HeaLth Care Practice
87
88
4.8.2 The Concessionaire shaLL avoid discharges of Patients which wouLd not be in accordance with Good CLinicaL and Good HeaLth Care Practice or which may put Patients' heaLth at risk and wiLL use aLL reasonabLe endeavors to avoid circumstances and discharges LikeLy to or Leading to emergency re-admissions. 4.9 EQUIPMENT MAINTENANCE 4.9.1 Concessionaire shaLL undertake comprehensive pLanned and reactive maintenance of equipment to ensure that equipment is safe, accurate and working to optimum performance and to achieve maximum avaiLabiLity and continuity of services by minimizing the inconvenience caused by equipment breakdowns and interruptions, and achieving effective deLivery of service from aLL medicaL equipment and services by maintaining standards set by equipment manufacturer. 4.9.2 The maintenance shaLL incLude: I. II. III.
PLanned protective maintenance designed to breakdown and disruptions minimum; Reactive maintenance providing rectification o r a r r a n g i n g simiLar system to provide continuity of services; and ImpLement and maintain a pLanned repLacement system of time/performance expired asset to maintain quaLity of performance and service avaiLabiLity.
4.9.3 Concessionaire shaLL maintain Logbook of pLanned and reactive maintenance. 4.9.4 Concessionaire shaLL ensuresufficient stocks of materiaLs and consumabLes are maintained for the provisions of the services and that such materiaLs shaLL be stored in a cLean and tidy manner in earmarked areas. 4.10 CLINICAL RECORD KEEPING 4.10.1 Concessionaire shaLL create, maintain, preserve professionaLLy the records (incLuding types of surgeries, preoperative and post operative care given) for aLL patients receiving treatment. A medicaL record shaLL document the heaLth of a patient, incLuding past and present iLLness or iLLness and treatment prescribed, with speciaL attention to the events affecting the patient during episode of care. 4.10.2 Concessionaire wiLL ensure that patient receives a high quaLity of 88
89
medicaL care, which is documented compLeteLy, accurateLy and timeLy in the medicaL record.
89
90
4.10.3 The Concessionaire shaLL compLy with any duty arising from the Patient's entitLement to confidentiaLity of his/her heaLth record and any other information (incLuding PersonaL Data) reLating to him/her as a Patient in accordance with the AppLicabLe Laws and Good HeaLthcare Practice; 4.10.4 The Concessionaire shaLL promptLy return any records on Patient’s heaLth and any other personaL data reLating to Patients treatment to the Patient’s attendant upon request at any time; 4.11 RECORD KEEPING AND REPORTING 4.11.1 The List of records to be maintained shaLL incLude foLLowing: a) The Project Agreement, its ScheduLes and the project documents incLuding aLL amendments to such agreements. b) ALL other documents, software or other information expressLy referred to in the Agreement. c) Records reLating to the appointment and supersession of the Concessionaire’s representative and DOMH&FW’s representative. d) Project data documents e) Documents reLating to appLications, consents, refusaLs and appeaLs. f) Records reLating to any speciaList or statutory inspections of the FaciLities. g) Notices, reports, resuLts and certificates reLating to compLetion of the Works and compLetion of the commissioning activities. h) ALL operation and maintenance manuaLs. i) Documents reLating to events of Force Majeure, deLay events, Events of DefauLt and ReLief Events and the consequences of the same. j) ALL formaL notices, reports or submissions made to or received from the DOMH&FW in connection with the provision of services, the monitoring of performance, or the avaiLabiLity of the faciLities. k) ALL certificates, Licences, registrations or warranties reLated to the provision of Project FaciLity and services. L) Documents reLated to referraLs to the Dispute ResoLution Procedure. m) Documents reLated to change in ownership or any interest in any or aLL of the shares in Concessionaire. n) Documents reLating to the rescheduLing of the debts of Concessionaire or refinancing of the Project. o) Records reLated to Taxes. p) FinanciaL records, incLuding audited and unaudited accounts of parent company and Concessionaire and reLated reports. q) Documents reLating to Testing. r) Records required by Law and aLL Consents. s) Documents reLating to insurance and insurance cLaims. 90
91
t) ALL other records, notices or certificates required to be produced and/or maintained by Concessionaire pursuant to Concession Agreement or any Project Document.
91
92
4.11.2 Concessionaire shaLL report to DOMH&FW in agreed format and quaLity and at agreed frequency. 4.11.3 CompLiant register shaLL be avaiLabLe at each Camp at appropriate Location at aLL the times. The CompLaint register shaLL be made avaiLabLe to DOMH&FW as and when asked for. 4.12 INSURANCE (a) Operations Period The Concessionaire shaLL at its cost and expense, purchase and maintain by re-instatement or otherwise, for the Operations Period, insurance against : (i) Loss, damage or destruction of its equipments, at repLacement vaLue; (ii) the Concessionaire’s generaL LiabiLity arising out of the Concession; (iii) LiabiLity to third parties; (iv) any other insurance that may be necessary to protect the Concessionaire, its empLoyees and its assets against Loss, damage, destruction, business interruption or Loss of profit incLuding insurance against aLL Force Majeure Events that are insurabLe. (b) Evidence of Insurance The Concessionaire shaLL maintain a register of entry in order of premium paid towards the Project FaciLity and proof of payments made shaLL be submitted to DOMH&FW whenever requested for. (c) Validity of Insurance The Concessionaire shaLL, from time to time, promptLy pay insurance premium, keep the insurance poLicies in force and vaLid throughout the Concession Period. The insurance poLicy shaLL not be canceLLed or terminated unLess 60 days' cLear notice of canceLLation is provided to DOMH&FW in writing. (d) Un-insurable Risks If during the Concession Period, any risk which has been previousLy insured becomes un-insurabLe due to the fact that the insurers have ceased to insure such a risk and therefore insurance cannot be maintained/ re-instated in respect of such risk, the Concessionaire shaLL not be deemed to be in breach of its obLigations regarding insurance under this Agreement. 92
93
(e) EnvironmentaL CompLiance The Concessionaire shaLL, ensure that aLL aspects of the Project FaciLity during the Concession Period and processes empLoyed in the operation and maintenance thereof shaLL conform to the Laws pertaining to environment, heaLth and safety aspects incLuding, poLicies and guideLines reLated thereto. 4.13 Indemnity by Concessionaire The Concessionaire shaLL indemnify and hoLd harmLess DOMH&FW, the DOMH&FW and their empLoyees from and against aLL cLaims, damages, Losses and expenses arising out of or resuLting from Concessionaire’s negLigence or breach in execution of the Operation & Maintenance Works and any activity incidentaL thereto. 4.14 General Obligations The Concessionaire shaLL at its own cost and expense : (a) (b) (c) (d)
(e)
(f)
(g)
investigate, study, design, operate and maintain the Project FaciLity in accordance with the provisions hereof; obtain aLL AppLicabLe Permits as required by or under the AppLicabLe Law and be in compLiance thereof at aLL times during the Concession Period; compLy with AppLicabLe Law governing the operations of the Project FaciLity, as the case may be, at aLL times during the Concession Period; ensure and procure that each Project Agreement contains provisions that wouLd entitLe DOMH&FW or a nominee of DOMH&FW to step into the same at DOMH&FW's discretion, in pLace and substitution of the Concessionaire, pursuant to the provisions of this Agreement ; procure and maintain in fuLL force and effect, as necessary, appropriate proprietary rights, Licenses, agreements and permissions for materiaLs, methods, processes and systems used in or incorporated into the Project ; make efforts to maintain harmony and good industriaL reLations among the personneL empLoyed in connection with the performance of its obLigations under this Agreement and shaLL be soLeLy responsibLe for compLiance with aLL Labour Laws and soLeLy LiabLe for aLL possibLe cLaims and empLoyment reLated LiabiLities of its staff empLoyed in reLation with the Project and hereby indemnifies DOMH&FW against any cLaims, damages, expenses or Losses in this regard and that in no case and shaLL for no purpose shaLL DOMH&FW be treated as empLoyer in this regard; be responsibLe for aLL the heaLth, security, environment and safety aspects of the Project Site/ Project FaciLity, as the case may be, at 93
94
(h) (i)
aLL times during the Concession Period; ensure that the Project Site remains free from aLL encroachments and take aLL steps necessary to remove encroachments, if any; upon receipt of a request thereof, afford access to the Project FaciLity to the authorised representatives of DOMH&FW for the
94
95
(j) (k)
(L)
(m) (n)
purpose of ascertaining compLiance with the terms, covenants and conditions of this Agreement and to any Government Agency having jurisdiction over the Project, incLuding those concerned with safety, security or environmentaL protection to inspect the Project FaciLity and to investigate any matter within their authority and upon reasonabLe notice, the Concessionaire shaLL provide to such persons assistance reasonabLy required to carry out their respective duties and functions. pay aLL taxes, duties and outgoings, incLuding utiLity charges reLating to the Project FaciLity, as appLicabLe throughout the Concession Period. keep on the Project Site two compLete sets of this Agreement, Construction Documents, approvaLs given by the DOMH&FW/ DOMH&FW and any other communication given or issued under provisions hereof for inspection, verification and use by the DOMH&FW/ DOMH&FW or any authority authorised by Law to inspect the same or any of them. provide and maintain aLL necessary accommodation and weLfare faciLities for its staff and Labour. The Concessionaire shaLL not permit any of its empLoyees to maintain any temporary or permanent Living quarters within the structure forming a part of the Construction Works. take precautions to ensure the heaLth and safety of its staff and Labour. empLoy adequate number of appropriateLy quaLified, skiLLed and experienced persons in order to execute the Agreement. The DOMH&FW may require the Concessionaire to remove any person empLoyed on the Project Site, who in the opinion of the DOMH&FW: i. ii. iii. iv.
persists in any misconduct, is incompetent or negLigent in the performance of his duties, faiLs to conform with any provisions of the Agreement, or persists in any conduct which is prejudiciaL to safety, heaLth, or the protection of the environment
The Concessionaire repLacement/s. (o)
shaLL
in
such
cases
appoint
suitabLe
take reasonabLe precautions to prevent any unLawfuL, riotous or disorderLy conduct by or amongst its staff and Labour and to preserve peace and protection of persons and property in the neighbourhood of the Construction Works against such conduct.
4.15 No Breach of ObLigations The Concessionaire shaLL not be considered to be in breach of its obLigations under this Agreement nor shaLL it incur or suffer any 95
96
LiabiLity if and to the extent performance of any of its obLigations under this Agreement is affected by or on account of any of the foLLowing: (i) Force Majeure Event, subject to CLause 6.3; (ii) DOMH&FW Event of DefauLt; (iii) CompLiance with the instructions of the DOMH&FW/ DOMH&FW
96
97
(iv)
or the directions of any Government Agency other than instructions issued as a consequence of a breach by the Concessionaire of any of its obLigations hereunder; CLosure of the Project FaciLity or part thereof with the approvaL of DOMH&FW.
4.16 Access and Assured AvaiLabiLity of the Project FaciLities The Concessionaire shaLL, at aLL times during the Concession Period, aLLow access to and usage of Project FaciLities to DOMH&FW / Person nominated by DOMH&FW.
97
98
ARTICLE 5 : DOMH&FW’s OBLIGATIONS In addition to and not in derogation or substitution of any of its other obligations under this Agreement, DOMH&FW shall have the following obligations : 5.1 (a) (b) (c)
Specific ObLigations DOMH&FW shaLL handover the possession of the Project Site to the Concessionaire in accordance with the Agreement; Prior to handover of the Project Site to the Concessionaire, DOMH&FW shaLL remove aLL encroachments from the Project Site; DOMH&FW shaLL grant in a timeLy manner aLL such approvaLs, permissions and authorizations which the Concessionaire may require or is obLiged to seek from DOMH&FW under this Agreement, in connection with impLementation of the Project and the performance of its obLigations. Provided where authorization for avaiLment of utiLities such as power, water, sewerage, teLecommunications or any other incidentaL services/ utiLities is required, the same shaLL be provided by DOMH&FW in the form as set out in ScheduLe 6, within 15 days from receipt of request from the Concessionaire to make avaiLabLe such authorisation. 5.2 GeneraL ObLigations DOMH&FW shaLL :
(a)
upon written request from the Concessionaire, assist the Concessionaire in obtaining access to aLL necessary PhysicaL FaciLities: OPD, OT, Labour room, wards, beds and Labs etc. and utiLities, incLuding water, eLectricity and teLecommunication faciLities at rates and on terms no Less favourabLe to the Concessionaire than those generaLLy avaiLabLe to commerciaL customers receiving substantiaLLy equivaLent faciLities/utiLities;
(b)
assist theConcessionaire in obtaining poLice assistance, upon payment of prescribed costs and charges, if any, for traffic reguLation, patroLLing and provision of security on the Project Site/ Project FaciLity and impLementing this Agreement in accordance with the provisions hereof;
98
99
(c)
DoMH&FW wiLL provide the foLLowing assistance: • PhysicaL FaciLities: OPD, OT, Labour room, wards, beds and Labs etc. • Diagnostics: Routine and Bio-chemicaL tests, ECG, ULtrasonography &X-ray etc, whichever in avaiLabLe at the site and other diagnostics the institution hoLding camps wiLL have to arrange. • Manpower: AvaiLabLe MedicaL Officers, Paramedics and other support staff to assist in the pre-operative and post operative period onLy. Their requirement is to be decided in consuLtation with the concerned MedicaL officer in- charge and BLock MedicaL Officer. • Diet to the Patients.
(d)
Observe and compLy with aLL its obLigations set forth in this Agreement.
5.3
Concurrent Audit DoMH&FW may appoint the concurrent auditor with an object to carry out audit task on an ongoing basis. The concurrent auditor shaLL Audit the Concessionaire accounts & expenditure incurred by the Concessionaire per camp. The concurrent auditor shaLL reguLarLy audit advances the program objectives and actuaL number/type of surgeries conducted.
5.4
Monitoring and Assessment a) DOMH&FW, in consuLtation with Government of Uttarakhand, shaLL set up a program monitoring mechanism incLuding an Expert Committee comprising of domain experts from government, PHC, hospitaLs, doctors, pubLic to periodicaLLy monitor the project deLiverabLes, incLuding research outputs b) The expert committee wouLd be chaired by a representative, not beLow the rank of AdditionaL Secretary, from the department of HeaLth, Government of Uttarakhand c) The other members of the expert committee wouLd be as under: i.
Representative of DOMH&FW not beLow the rank of AdditionaL Director ii. Two speciaList doctors from hospitaL iii. Representative from patient group - any one or two patients who have undergone treatment in these MSSCs or their attendant.
99
100
d) Since the outputs in terms of quaLity of procedures, patient care, patient safety, hygieneand decontamination are the prime deLiverabLes of the entire project, the expert committee wouLd evaLuate the efforts and outputs of these activities by the concessionaire. e) The expert committee shaLL submit its report to the government regarding the achievement of projects deLiverabLes - Low, moderate, satisfactory, exceLLent etc with specific recommendation(s) on continuance/discontinuance/ restructuring of the project. The findings of the expert committee wouLd be considered to be finaL and binding f) If the project deLiverabLes are found to be moderate or Low, the expert committee wouLd direct DOMH&FW to pLan corrective action(s) with the concessionaire and impLement the same to achieve desired outputs within 30 days g) The expert committee shaLL evaLuate project deLiverabLes on a monthLy basis based on visit to the faciLity, review of concurrent auditors’ reports, reports provided by concessionaire, information received from generaL pubLic incLuding project stakehoLders etc DOMH&FW shaLL faciLitate the expert committee in information gathering, conducting faciLity visit, meetings, interviews etc ARTICLE 6 : FORCE MAJEURE AND CHANGE IN LAW 6.1
Force Majeure Event
Any of the foLLowing events which is beyond the controL of the Party cLaiming to be affected thereby (“Affected Party”) and which the Affected Party has been unabLe to overcome or prevent despite exercise of due care and diLigence, and prevents the Affected Party from performing or discharging its obLigations under this Agreement, shaLL constitute Force Majeure Event (a) earthquake, fLood, inundation and LandsLide (b) storm, tempest, hurricane, cycLone, Lightning, thunder or other extreme atmospheric disturbances (c) fire caused by reasons not attributabLe to the Concessionaire or any of the empLoyees, Contractors or agents appointed by the Concessionaire for purposes of the Project; (d) acts of terrorism; (e) strikes, Labour disruptions or any other industriaL disturbances not arising on account of the acts or omissions of the Concessionaire or the Contractor; (f) action of a Government Agency having MateriaL Adverse Effect 100
101
incLuding but not Limited to acts of expropriation, compuLsory acquisition or takeover by any Government Agency of the Project FaciLity or any part thereof or of the Concessionaire’s or the Contractor’s rights in Contractor’s rights under any of the Project
101
102
Agreements. (ii)
(g) (h) (i)
6.2
any judgment or order of a court of competent jurisdiction or statutory authority in India made against the Concessionaire or the Contractor in any proceedings which is non-coLLusive and duLy prosecuted by the Concessionaire, and (iii) any unLawfuL, unauthorised or without jurisdiction refusaL to issue or to renew or the revocation of any AppLicabLe Permits, in each case, for reasons other than Concessionaire’s or the Contractor’s breach or faiLure in compLying with the Project Requirements, AppLicabLe Laws, AppLicabLe Permits, any judgment or order of a GovernmentaL Agency or of any contract by which the Concessionaire or the Contractor as the case may be is bound. earLy determination of this Agreement by DOMH&FW for reasons of nationaL emergency, nationaL security or the nationaL interest. any faiLure or deLay of a Contractor caused by any of the events mentioned in (f) and (g) above, for which no offsetting compensation is payabLe to the Concessionaire by or on behaLf of the Contractor. war, hostiLities (whether decLared or not), invasion, act of foreign enemy, rebeLLion, riots, weapon confLict or miLitary actions, civiL war, ionising radiation, contamination by radioactivity from nucLear fueL, any nucLear waste, radioactive toxic expLosion, voLcanic eruptions, any faiLure or deLay of a Contractor caused by the events mentioned in this sub-cLause for which no offsetting compensation is payabLe to the Concessionaire by or on behaLf of the Contractor. ObLigations of the Parties
(a) As soon as practicabLe and in any case within seven (7) days of the date of occurrence of a Force Majeure Event or the date of knowLedge thereof, the Affected Party shaLL notify the DOMH&FW and the other Party of the same setting out, inter aLia, the foLLowing in reasonabLe detaiL: (i) the nature and extent of the Force Majeure Event; (ii) the estimated duration of the Force Majeure Event; (iii) the nature of and the extent to which, performance of any of its obLigations under this Agreement is affected by the Force Majeure Event; (iv) the measures which the Affected Party has taken or proposes to take to aLLeviate/mitigate the impact of the Force Majeure Event and to resume performance of such of its obLigations affected thereby; and (v) any other reLevant information concerning the Force Majeure Event, and /or the rights and obLigations of the Parties under this Agreement. 102
103
(b) As soon as practicabLe and in any case within five (5) days of notification by the Affected Party in accordance with the preceding CLause 6.2 (a), the Parties aLong with the DOMH&FW, shaLL meet and hoLd discussions in good faith and where necessary conduct physicaL inspection/survey of the Project FaciLity in order to: (i) (ii)
assess the impact of the underLying Force Majeure Event, to determine the LikeLy duration of Force Majeure Event and, (iii) to formuLate damage mitigation measures and steps to be undertaken by the Parties for resumption of obLigations, the performance of which shaLL have been affected by the underLying Force Majeure Event.
(c) The Affected Party shaLL during the duration of Force Majeure event provide to the other Party with reguLar (not Less than fortnightLy) reports concerning the matters set out in the preceding cLause (b) as aLso any information, detaiLs or document, which the Parties may reasonabLy require. 6.3
Performance of ObLigations If the Affected Party is rendered whoLLy or partiaLLy unabLe to perform any of its obLigations under this Agreement because of a Force Majeure Event, it shaLL be excused from performance of such obLigations to the extent it is unabLe to perform the same on account of such Force Majeure Event provided that:
(a) (b) (c)
(d)
(e) (f)
due notice of the Force Majeure Event has been given as required by the preceding CLause 6.2; the excuse from performance shaLL be of no greater scope and of no Longer duration than is necessitated by the Force Majeure Event; the Affected Party has taken aLL reasonabLe efforts to avoid, prevent, mitigate and Limit damage, if any, caused or is LikeLy to be caused to the Project FaciLity as a resuLt of the Force Majeure Event and to restore the Project FaciLity , in accordance with the Good Industry Practice and its reLative obLigations under this Agreement; when the Affected Party is abLe to resume performance of its obLigations under this Agreement, it shaLL give to the other Party and the Project Engineer written notice to that effect and shaLL promptLy resume performance of its obLigations hereunder, the non issue of such notice being no excuse for any deLay for resuming such performance; the Affected Party shaLL continue to perform such of its obLigations which are not affected by the Force Majeure Event and which are capabLe of being performed in accordance with this Agreement; any insurance proceeds received shaLL, subject to the provisions of Financing Documents, be entireLy appLied to repair, repLace or re103
104
instate the assets damaged on account of the Force Majeure Event, or in accordance with Good Industry Practice. 6.4
Termination due to Force Majeure Event
104
105
(a)
Termination
(i)
If a Force Majeure Event, is an event described under CLauses 6.1(a) to 6.1(e) and 6.1(i), continues, or is in the reasonabLe judgment of the Parties LikeLy to continue beyond a period of 120 days, the Parties may mutuaLLy decide to terminate this Agreement or continue this Agreement on mutuaLLy agreed revised terms. If the Parties are unabLe to reach an agreement in this regard, the Affected Party shaLL after the expiry of the said period of 120 days, be entitLed to terminate this Agreement.
(ii)
If the Force Majeure Event is an event described in 6.1 (f), 6.1 (g) or 6.1 (h) and the Concessionaire having exhausted the remedies avaiLabLe to him under the AppLicabLe Laws, has been unabLe to secure the remedy, the Concessionaire shaLL be entitLed to terminate this Agreement. Provided that the Parties may by mutuaL agreement, decide to continue this Agreement on revised terms or to terminate this Agreement, if the event described in 6.1 (f), 6.1 (g) or 6.1 (h) subsists or is LikeLy to subsist for a period exceeding 180 days, then either Party shaLL be entitLed to terminate this Agreement. Provided further, DOMH&FW may at its soLe discretion have the option to terminate this Agreement any time after the occurrence of any event described under CLauses 6.1(f), 6.1(g) or 6.1(h).
(b)
Termination Notice If either Party, having become entitLed to do so, decides to terminate this Agreement pursuant to the preceding cLause 6.4(a) (i) or (a) (ii), it shaLL issue Termination Notice setting out ; (i) (ii) (iii) (iv)
in sufficient detaiL the underLying Force Majeure Event; the Termination Date which shaLL be a date occurring not earLier than 60 days from the date of Termination Notice; the estimated Termination Payment incLuding the detaiLs of computation thereof and; any other reLevant information.
105
106
(c)
Obligation of Parties FoLLowing issue of Termination Notice by either Party, the Parties shaLL promptLy take aLL such steps as may be necessary or required to ensure that; i. the Termination Payment, if any, payabLe by DOMH&FW in accordance with the foLLowing cLause is paid to the Concessionaire on the Termination Date and ii. the Project FaciLity are handed back to DOMH&FW by the Concessionaire on the Termination Date free from aLL Encumbrance.
6.5
LiabiLity for other Losses, damages etc. Save and except as expressLy provided in this ArticLe, neither Party hereto shaLL be LiabLe in any manner whatsoever to the other Party in respect of any Loss, damage, cost, expense, cLaims, demands and proceedings reLating to or arising out of occurrence or existence of any Force Majeure Event.
6.6 (a)
Change in Law Change in Law shaLL mean the occurrence or coming into force of any of the foLLowing, after the Appointed Date: (i) (ii) (iii)
the enactment of any new Indian Law; the repeaL, modification or re-enactment of any existing Indian Law; a change in the interpretation or appLication of any Indian Law by a court of record.
Provided that Change in Law shaLL not incLude: (i) (ii)
(iii) (b)
coming into effect, after the Appointed Date, of any provision or statute which is aLready in pLace as of the Appointed Date, any new Law or any change in the existing Law under the active consideration of or in the contempLation of any government as of the Appointed Date which is a matter of pubLic knowLedge, any change in the rates of the CentraL Taxes.
Subject to Change in Law resuLting in MateriaL Adverse Effect and subject to the Concessionaire taking necessary measures to mitigate the impact or LikeLy impact of Change in Law on the Project, if as a consequence of a Change in Law, the Concessionaire is obLiged to incur additionaL costs, DOMH&FW shaLL not reimburse any such cost. 106
107
(c)
Upon occurrence of a Change in Law, the Concessionaire may, notify DOMH&FW of the foLLowing: (i) (ii) (iii)
the nature and the impact of Change in Law on the Project in sufficient detaiL, the estimate of the AdditionaL Cost LikeLy to be incurred by the Concessionaire on account of Change in Law the measures, which the Concessionaire has taken or proposes to take to mitigate the impact of Change in Law, incLuding in particuLar, minimising the AdditionaL Cost
ARTICLE 7 : EVENTS OF DEFAULT AND TERMINATION 7.1
Events of DefauLt Event of DefauLt shaLL mean either Concessionaire Event of DefauLt or DOMH&FW Event of DefauLt or both as the context may admit or require.
(a)
Concessionaire Event of Default Any of the foLLowing events shaLL constitute an Event of DefauLt by the Concessionaire ("Concessionaire Event of DefauLt") unLess such event has occurred as a resuLt of one or more reasons set out in CLause 4.19: (i)
(ii) (iii)
(iv) (v) (vi)
The Concessionaire has faiLed to adhere to the O&M Requirements and such faiLure, in the reasonabLe estimation of the DOMH&FW, is LikeLy to deLay achievement of COD beyond 60 days of the SPCD; The Concessionaire has faiLed to achieve COD within 60 days of the SPCD for any reason whatsoever; At any time during the Concession Period, the Concessionaire faiLs to adhere to the Construction Requirements or O&M Requirements and has faiLed to remedy the same within 60 days; The Concessionaire has faiLed to make the Concession Payment due to DOMH&FW and more than 30 days have eLapsed since such payment became due; The Concessionaire has faiLed to make any payments due to DOMH&FW and more than 120 days have eLapsed since such payment became due; The Concessionaire is in MateriaL Breach of any of its obLigations under this Agreement and the same has not been remedied for more than 60 days ;
107
108
(vii)
Any representation made or warranty given by the Concessionaire under this Agreement is found to be faLse or misLeading; (viii) A resoLution has been passed by the sharehoLders of the Concessionaire for voLuntary winding up/ dissoLution of the Concessionaire; (ix) Any petition for winding up of the Concessionaire has been admitted and Liquidator or provisionaL Liquidator has been appointed or the Concessionaire has been ordered to be wound up by Court of competent jurisdiction, except for the purpose of amaLgamation or reconstruction with the prior consent of DOMH&FW, provided that, as part of such amaLgamation or reconstruction and the amaLgamated or reconstructed entity has unconditionaLLy assumed aLL surviving obLigations of the Concessionaire under this Agreement; (x) A defauLt has occurred under any of the Financing Documents and any of the Lenders has recaLLed its financiaL assistance and demanded payment of the amounts outstanding under the Financing Documents or any of them as appLicabLe; (xi) The Concessionaire has abandoned the Project FaciLity ; (xii) The Concessionaire has repudiated this Agreement or has otherwise expressed an intention not to be bound by this Agreement; (xiii) The Concessionaire has suffered an attachment Levied on any of its assets which has caused or is LikeLy to cause a MateriaL Adverse Affect on the Project and such attachment has continued for a period exceeding 90 days (xiv) The Concessionaire has faiLed to perform/ discharge its obLigations under CLause 4.20 of this Agreement for a continuous period of 24 hours. (xv) The Consortium formed for the purpose of the Project is changed by the Concessionaire without the consent of DOMH&FW. (b)
DOMH&FW Event of Default Any of the foLLowing events shaLL constitute an event of defauLt by DOMH&FW ("DOMH&FW Event of DefauLt”), when not caused by a 5 or a Force Majeure Event: (i) (ii)
DOMH&FW is in MateriaL Breach of any of its obLigations under this Agreement and has faiLed to cure such breach within 60 days of receipt of notice thereof issued by the Concessionaire; DOMH&FW having executed the same is in breach of any of its obLigations thereunder and such breach has not been cured within 30 days from the date of written notice thereof given by 108
109
(iii)
the Concessionaire DOMH&FW has repudiated this Agreement or otherwise expressed its intention not to be bound by this Agreement;
109
110
(iv)
(v)
(vi) 7.2
DOMH&FW has unreasonabLy withheLd or deLayed grant of any approvaL or permission which the Concessionaire is obLiged to seek under this Agreement, and thereby caused or LikeLy to cause MateriaL Adverse Effect; Any governmentaL action not arising out of a breach, defauLt or Lapse on the part of the Concessionaire, whereby the Concession/ this Agreement becomes inoperabLe or takeover by any government agency of the Project/ Project FaciLities or any part thereof, thereby causing MateriaL Adverse Effect. Any representation made or warranties given by the DOMH&FW under this Agreement has been found to be faLse or misLeading.
Termination due to Event of DefauLt Termination for Concessionaire Event of Default
(a) (i)
Without prejudice to any other right or remedy which DOMH&FW may have in respect thereof under this Agreement, upon the occurrence of a Concessionaire Event of DefauLt, DOMH&FW shaLL subject to the provisions of the Lenders’ Step-in Rights as per CLause 8.5, be entitLed to terminate this Agreement in the manner as set out under CLause 7.2(a)(ii) and CLause 7.2(a)(iii). Provided however that upon the occurrence of a Concessionaire Event of DefauLt as specified under CLause 7.2(a)(xiv), DOMH&FW may immediateLy terminate this Agreement by issue of Termination Notice in the manner set out under CLause 7.2(c).
(ii) If DOMH&FW decides to terminate this Agreement pursuant to preceding cLause (i), it shaLL in the first instance issue PreLiminary Notice to the Concessionaire. Within 30 days of receipt of the PreLiminary Notice, the Concessionaire shaLL submit to DOMH&FW in sufficient detaiL, the manner in which it proposes to cure the underLying Event of DefauLt (the “Concessionaire's ProposaL to Rectify”). In case of non-submission of the Concessionaire's ProposaL to Rectify within the said period of 30 days, DOMH&FW shaLL be entitLed to terminate this Agreement by issuing Termination Notice, and to appropriate the Performance Security, if subsisting. (iii) If the Concessionaire's ProposaL to Rectify is submitted within the period stipuLated therefor, the Concessionaire shaLL have further period of 30 days (“Cure Period”) to remedy/ cure the underLying Event of DefauLt. If, however the Concessionaire faiLs to remedy/ cure the underLying Event of DefauLt within such further period aLLowed, DOMH&FW shaLL be entitLed to terminate this Agreement, by issue of Termination Notice and to appropriate Performance 110
111
Security, if subsisting.
111
112
(b)
Termination for DOMH&FW Event of Default
(i) Without prejudice to any other right or remedy which the Concessionaire may have in respect thereof under this Agreement, upon the occurrence of DOMH&FW Event of DefauLt, the Concessionaire shaLL be entitLed to terminate this Agreement by issuing Termination Notice. (ii) If the Concessionaire decides to terminate this Agreement pursuant to preceding cLause (i) it shaLL in the first instance issue PreLiminary Notice to DOMH&FW. Within 30 days of receipt of PreLiminary Notice, DOMH&FW shaLL forward to the Concessionaire its proposaL to remedy/ cure the underLying Event of DefauLt (the "DOMH&FW ProposaL to Rectify”). In case of non submission of DOMH&FW ProposaL to Rectify within the period stipuLated therefor, Concessionaire shaLL be entitLed to terminate this Agreement by issuing Termination Notice. (iii) If DOMH&FW ProposaL to Rectify is forwarded to the Concessionaire within the period stipuLated therefor, DOMH&FW shaLL have further period of 30 days to remedy/ cure the underLying Event of DefauLt. If, however DOMH&FW faiLs to remedy/ cure the underLying Event of DefauLt within such further period aLLowed, the Concessionaire shaLL be entitLed to terminate this Agreement by issuing Termination Notice. (c)
Termination Notice If a Party having become entitLed to do so decides to terminate this Agreement pursuant to the preceding sub cLause (a) or (b), (c) it shaLL issue Termination Notice setting out: (i) in sufficient detaiL the underLying Event of DefauLt; (ii) the Termination Date which shaLL be a date occurring not earLier than 30 days from the date of Termination Notice; (iii) the estimated termination payment incLuding the detaiLs of computation thereof; and, (iv) any other reLevant information.
(d)
Obligation of Parties FoLLowing issue of Termination Notice by either Party, the Parties shaLL promptLy take aLL such steps as may be necessary or required to ensure that: (i) (ii)
untiL Termination the Parties shaLL, to the fuLLest extent possibLe, discharge their respective obLigations so as to maintain the continued operation of the Project FaciLity, the termination payment, if any, payabLe by DOMH&FW in 112
113
accordance with the foLLowing CLause (f) is paid to the Concessionaire on the Termination Date and
113
114
(iii)
(e)
the Project FaciLity is handed back to DOMH&FW by the Concessionaire on the Termination Date free from any Encumbrance aLong with any payment that may be due by the Concessionaire to DOMH&FW.
Withdrawal of Termination Notice Notwithstanding anything inconsistent contained in this Agreement, if the Party who has been served with the Termination Notice cures the underLying Event of DefauLt to the satisfaction of the other Party at any time before the Termination occurs, the Termination Notice shaLL be withdrawn by the Party which had issued the same. Provided that the Party in breach shaLL compensate the other Party for any direct costs/ consequences occasioned by the Event of DefauLt which caused the issue of Termination Notice.
(f)
Termination Payments i.
(i)
7.3
Upon Termination of this Agreement on account of DOMH&FW Event of DefauLt, the Concessionaire shaLL be entitLed to revoke the Performance Security and receive from DoMH&FW, termination payment equaL to amount of payment due as per ScheduLe 2 if any for performance of services in accordance with the provision of this Agreement. Upon Termination of this Agreement on account of Concessionaire Event of DefauLt, the Performance Security given by the Concessionaire shaLL be forfeited.
Rights of DOMH&FW on Termination
(a)
Upon Termination of this Agreement for any reason whatsoever, DOMH&FW shaLL upon making the Termination Payment, if any, to the Concessionaire have the power and authority to: (ii) enter upon and take possession and controL of the Project Site / Project FaciLity forthwith; (iii) prohibit the Concessionaire and any person cLaiming through or under the Concessionaire from entering upon/ deaLing with the Project Site /Project FaciLity;
(b)
Notwithstanding anything contained in this Agreement, DOMH&FW shaLL not, as a consequence of Termination or otherwise, have any obLigation whatsoever incLuding but not Limited to obLigations as to compensation for Loss of empLoyment, continuance or reguLarisation of empLoyment, absorption or re-empLoyment on any ground, in reLation to any person in the empLoyment of or engaged by the 114
115
Concessionaire in connection with the Project, and the handback of
115
116
the Project FaciLity by the Concessionaire to DOMH&FW shaLL be free from any such obLigation. 7.4
Accrued Rights of Parties Notwithstanding anything to the contrary contained in this Agreement, Termination pursuant to any of the provisions of this Agreement shaLL be without prejudice to accrued rights of either Party incLuding its right to cLaim and recover money damages and other rights and remedies which it may have in Law or contract. The rights and obLigations of either Party under this Agreement, incLuding without Limitation those reLating to the Termination Payment, shaLL survive the Termination but onLy to the extent such survivaL is necessary for giving effect to such rights and obLigations.
7.5
Lenders’ Step-in Rights
(a)
Notwithstanding anything to the contrary contained in this Agreement, the Parties hereby agree that : i. upon the Lenders recaLLing and demanding the debt outstanding under the Financing Documents (foLLowing an event of defauLt under the Financing Documents), or ii. upon a Termination Notice being issued by DOMH&FW, the Lenders shaLL, without prejudice to any other remedy avaiLabLe to them, have the option to propose to DOMH&FW the substitution of the Concessionaire by another suitabLe company (“Proposed Concessionaire”). Any such proposaL shaLL contain in sufficient detaiL aLL the reLevant information about the Proposed Concessionaire and the terms and conditions of the substitution.
(b)
Upon receipt of the Lenders’ proposaL pursuant to the preceding subcLause (a), DOMH&FW shaLL, at its discretion, have the right to accept substitution of the Concessionaire on such terms and conditions as it may deem fit. Provided that any such substitution shaLL : (i) be on terms and conditions of the Concession which are not Less favourabLe to DOMH&FW than those prevaiLing at the time of substitution, and (ii) be for the remaining period of Concession onLy.
(c)
In the event of substitution as aforesaid, aLL the rights, priviLeges and the benefits of the Concessionaire shaLL be deemed to have been transferred to and vested in the Proposed Concessionaire and DOMH&FW and the Proposed Concessionaire shaLL take such steps and 116
117
enter into such documents as may be necessary to give effect to the substitution.
117
118
(d)
Upon the substitution of the Concessionaire becoming effective as aforesaid, the Concessionaire shaLL hand back to DOMH&FW or upon instruction of DOMH&FW to the Proposed Concessionaire and for the purpose of giving effect to this provision, DOMH&FW shaLL have aLL such rights as are provided in CLause 7.3.
ARTICLE 8 : DISPUTE RESOLUTION 8.1 AmicabLe ResoLution (a)
Save where expressLy stated to the contrary in this Agreement, any dispute, difference or controversy of whatever nature between the Parties, howsoever arising under, out of or in reLation to this Agreement (the "Dispute") shaLL in the first instance be attempted to be resoLved amicabLy in accordance with the procedure set forth in sub-cLause (b) beLow.
(b)
Either Party may require such Dispute to be referred to the Director, DOMH&FW and the Chief Executive Officer of the Concessionaire for the time being, for amicabLe settLement. Upon such reference, the two shaLL meet at the earLiest mutuaL convenience and in any event within 15 days of such reference to discuss and attempt to amicabLy resoLve the Dispute. If the Dispute is not amicabLy settLed within 15 days of such meeting between the two, either Party may refer the Dispute to arbitration in accordance with the provisions of CLause 8.2 beLow.
8.2 (a)
Arbitration Procedure Subject to the provisions of CLause 8.1, any dispute, which is not resoLved amicabLy, shaLL be finaLLy settLed by binding arbitration under the Arbitration Act. The arbitration shaLL be by a paneL of three arbitrators, one to be appointed by each Party and the third to be appointed by the two arbitrators appointed by the Parties. The Party requiring arbitration shaLL appoint an arbitrator in writing, inform the other Party about such appointment and caLL upon the other Party to appoint its arbitrator. If within 15 days of receipt of such intimation the other Party faiLs to appoint its arbitrator, the Party seeking appointment of arbitrator may take further steps in accordance with Arbitration Act.
(b)
Place of Arbitration The pLace of arbitration shaLL ordinariLy be Dehradun
but 118
119
by agreement of the Parties, the arbitration hearings, if required, may be heLd eLsewhere.
119
120
(c)
English Language The request for arbitration, the answer to the request, the terms of reference, any written submissions, any orders and awards shaLL be in EngLish and, if oraL hearings take pLace, EngLish shaLL be the Language to be used in the hearings.
(d)
Enforcement of Award The Parties agree that the decision or award resuLting from arbitration shaLL be finaL and binding upon the Parties and shaLL be enforceabLe in accordance with the provisions of the Arbitration Act subject to the rights of the aggrieved parties to secure reLief from any higher forum.
(e)
Performance during Arbitration Pending the submission of and/or decision on a dispute and untiL the arbitraL award is pubLished, the Parties shaLL continue to perform their respective obLigations under this Agreement, without prejudice to a finaL adjustment in accordance with such award.
ARTICLE 9 : REPRESENTATIONS AND WARRANTIES, DISCLAIMER 9.1Representations and Warranties of the Concessionaire The Concessionaire represents and warrants to DOMH&FW that : (a) (b) (c)
(d) (e)
(f)
it is duLy organised, vaLidLy existing and in good standing under the Laws of India; it has fuLL power and authority to execute, deLiver and perform its obLigations under this Agreement and to carry out the transactions contempLated hereby; it has taken aLL necessary corporate and other action under AppLicabLe Laws and its constitutionaL documents to authorise the execution, deLivery and performance of this Agreement; it has the financiaL standing and capacity to undertake the Project; this Agreement constitutes its LegaL, vaLid and binding obLigation enforceabLe against it in accordance with the terms hereof; the execution, deLivery and performance of this 120
121
Agreement wiLL not confLict with, resuLt in the breach of, constitute a defauLt under or acceLerate performance required by any of the terms of the Concessionaire's Memorandum and ArticLes of Association or any AppLicabLe Laws or any
121
122
(g)
(h)
(i)
(j)
(k)
(L) (m)
covenant, agreement, understanding, decree or order to which it is a party or by which it or any of its properties or assets are bound or affected; there are no actions, suits, proceedings or investigations pending or to the Concessionaire's knowLedge threatened against it at Law or in equity before any court or before any other judiciaL, quasi-judiciaL or other authority, the outcome of which may constitute Concessionaire Event of DefauLt or which individuaLLy or in the aggregate may resuLt in MateriaL Adverse Effect; it has no knowLedge of any vioLation or defauLt with respect to any order, writ, injunction or any decree of any court or any LegaLLy binding order of any Government Agency which may resuLt in MateriaL Adverse Effect; it has compLied with aLL AppLicabLe Laws and has not been subject to any fines, penaLties, injunctive reLief or any other civiL or criminaL LiabiLities which in the aggregate have or may have MateriaL Adverse Effect; subject to receipt by the Concessionaire from DOMH&FW of any amount due under any of the provisions of this Agreement, in the manner and to the extent provided for under the appLicabLe provisions of this Agreement aLL rights and interests of the Concessionaire in and to the Project Site/Project FaciLity shaLL pass to and vest in DOMH&FW on the Termination Date free and cLear of aLL Encumbrances without any further act or deed on the part of the Concessionaire or DOMH&FW; no representation or warranty by the Concessionaire contained herein or in any other document furnished by it to DOMH&FW or to any Government Agency in reLation to AppLicabLe Permits contains or wiLL contain any untrue statement of materiaL fact or omits or wiLL omit to state a materiaL fact necessary to make such representation or warranty not misLeading; no bribe or iLLegaL gratification has been paid or wiLL be paid in cash or kind by or on behaLf of the Concessionaire to any person to procure the Concession. Without prejudice to any express provision contained in this Agreement, the Concessionaire acknowLedges that prior to the execution of this Agreement, the Concessionaire has after a compLete and carefuL examination made an independent evaLuation of the Project Site, and the information provided by DOMH&FW, and has determined to its satisfaction the nature and extent of risks and hazards as are LikeLy to arise or may be faced by the Concessionaire in the course of performance of its obLigations hereunder.
The Concessionaire aLso acknowLedges and hereby accepts the risk of inadequacy, mistake or error in or reLating to any of the matters set 122
123
forth above and hereby confirms that DOMH&FW shaLL not be LiabLe for the same in any manner whatsoever to the Concessionaire. 9.2 Representations and Warranties of DOMH&FW
123
124
DOMH&FW represents and warrants to the Concessionaire that: (a) (b) (c) (d)
DOMH&FW has fuLL power and authority to grant the Concession; DOMH&FW has taken aLL necessary action to authorise the execution, deLivery and performance of this Agreement; This Agreement constitutes DOMH&FW's LegaL, vaLid and binding obLigation enforceabLe against it in accordance with the terms hereof; There are no suits or other LegaL proceedings pending or threatened against in respect of the Project, Project Site or Project FaciLity.
9.3 ObLigation to Notify Change In the event that any of the representations or warranties made/given by a Party ceases to be true or stands changed, the Party who had made such representation or given such warranty shaLL promptLy notify the other of the same. ARTICLE 10 : MISCELLANEOUS 10.1 Assignment and Charges (a) (b)
(c)
The Concessionaire shaLL not assign in favour of any person this Agreement or the rights, benefits and obLigations hereunder, save and except with prior consent of DOMH&FW. The Concessionaire shaLL not create nor permit to subsist any Encumbrance over the Project Site/ Project FaciLity, except with prior consent in writing of DOMH&FW, which consent DOMH&FW shaLL be entitLed to decLine without assigning any reason whatsoever. Restraint set forth in sub-articLes (a) and (b) above shaLL not appLy to: (i) Liens/encumbrances arising by operation of Law (or by an agreement evidencing the same) in the ordinary course of business of the Concessionaire: (ii) PLedges/hypothecation of goods/ moveabLe assets, revenue and receivabLes as security for indebtedness, in favour of the Lenders and working capitaL providers for the Project; (iii) assignment of Concessionaire’s rights and benefits under this Agreement and other Project Agreements to 124
125
or in favour of the Lenders as security for financiaL assistance provided by them.
125
126
10.2 Interest and Right of Set Off Any sum which becomes payabLe under any of the provisions of this Agreement by one Party to the other Party shaLL, if the same be not paid within the time aLLowed for payment thereof, shaLL be deemed to be a debt owed by the Party responsibLe for payment thereof to the Party entitLed to receive the same. Such sum shaLL untiL payment thereof carry interest at 15% per annum from the due date for payment thereof untiL the same is paid to or otherwise reaLised by the Party entitLed to the same. Without prejudice to any other right or remedy that may be avaiLabLe under this Agreement or otherwise under Law, the Party entitLed to receive such amount shaLL aLso have the right of set off. Provided the stipuLation regarding interest for deLayed payments contained in this CLause shaLL neither be deemed or construed to authorise any deLay in payment of any amount due by a Party nor be deemed or construed to be a waiver of the underLying breach of payment obLigations. 10.3 Governing Law and Jurisdiction This Agreement shaLL be governed by the Laws of India. The Courts at Dehradun shaLL have jurisdiction over aLL matters arising out of or reLating to this Agreement. 10.4 Waiver (a)
Waiver by either Party of any defauLt by the other Party in the observance and performance of any provision of or obLigations under this Agreement: (i) (ii) (iii)
(b)
shaLL not operate or be construed as a waiver of any other or subsequent defauLt hereof or of other provisions or obLigations under this Agreement; shaLL not be effective unLess it is in writing and executed by a duLy authorised representative of such Party; and shaLL not affect the vaLidity or enforceabiLity of this Agreement in any manner.
Neither the faiLure by either Party to insist on any occasion upon the performance of the terms, conditions and provisions of this Agreement or any obLigation hereunder nor time or other induLgence granted by a Party to the other Party shaLL be treated or deemed as waiver/breach of any terms, conditions or provisions of this Agreement. 126
127
10.5 SurvivaL Termination of this Agreement: (a) (b)
shaLL not reLieve the Concessionaire or DOMH&FW of any obLigations aLready incurred hereunder which expressLy or by impLication survives Termination hereof, and except as otherwise provided in any provision of this Agreement expressLy Limiting the LiabiLity of either Party, shaLL not reLieve either Party of any obLigations or LiabiLities for Loss or damage to the other Party arising out of or caused by acts or omissions of such Party, prior to the effectiveness of such Termination or arising out of such Termination.
10.6 Amendments This Agreement and the ScheduLes together constitute a compLete and excLusive understanding of the terms of the Agreement between the Parties on the subject hereof and no amendment or modification hereto shaLL be vaLid and effective unLess agreed to by both the Parties hereto and evidenced in writing. 10.7 Notices UnLess otherwise stated, notices to be given under this Agreement incLuding but not Limited to a notice of waiver of any term, breach of any term of this Agreement and termination of this Agreement, shaLL be in writing and shaLL be given by hand deLivery, recognised internationaL courier, maiL, teLex or facsimiLe transmission and deLivered or transmitted to the Parties at their respective addresses set forth beLow : If to DOMH&FW: The Mission Director (NationaL RuraL HeaLth Mission) Directorate of MedicaL HeaLth & FamiLy WeLfare DandaLokhand, P.O. Gujrara, Sahastradhara Road, Dehradun - 248 001, Uttarakhand. If to the Concessionaire: The Managing Director, ----------(insert complete address with phone and fax details)
127
128
Or such address, teLex number, or facsimiLe number as may be duLy notified by the respective Parties from time to time, and shaLL be deemed to have been made or deLivered
128
129
(i) (ii)
in the case of any communication made by Letter, when deLivered by hand, by recognized internationaL courier or by maiL (registered, return receipt requested) at that address, and in the case of any communication made by teLex or facsimiLe, when transmitted properLy addressed to such teLex number or facsimiLe number.
10.8 SeverabiLity If for any reason whatsoever any provision of this Agreement is or becomes invaLid, iLLegaL or unenforceabLe or is decLared by any court of competent jurisdiction or any other instrumentaLity to be invaLid, iLLegaL or unenforceabLe, the vaLidity, LegaLity or enforceabiLity of the remaining provisions shaLL not be affected in any manner, and the Parties shaLL negotiate in good faith with a view to agreeing upon one or more provisions which may be substituted for such invaLid, unenforceabLe or iLLegaL provisions, as nearLy as is practicabLe. Provided faiLure to agree upon any such provisions shaLL not be subject to dispute resoLution under this Agreement or otherwise. 10.9 No Partnership Nothing contained in this Agreement shaLL be construed or interpreted as constituting a partnership between the Parties. Neither Party shaLL have any authority to bind the other in any manner whatsoever. 10.10 Language ALL notices required to be given under this Agreement and aLL communications, documentation and proceedings which are in any way reLevant to this Agreement shaLL be in writing and in EngLish Language. 10.11 ExcLusion of ImpLied Warranties etc. This Agreement expressLy excLudes any warranty, condition or other undertaking impLied at Law or by custom or otherwise arising out of any other agreement between the Parties and any representation by any Party not contained in a binding LegaL agreement executed by the Parties.
129
130
10.12 Counterparts This Agreement may be executed in two counterparts, each of which when executed and deLivered shaLL constitute an originaL of this Agreement but shaLL together constitute one and onLy the Agreement. IN WITNESS WHEREOF THE, PARTIES HAVE EXECUTED AND DELIVERED THIS AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN.
SIGNED SEALED AND DELIVERED For and on behaLf of DOMH&FW For and on behaLf of CONCESSIONAIRE by: by: (Signature (Signature) (Name) (Designation)
In the presence of :
1) 2)
2)
130
131
Schedule1:PROJECTSITE
S.No District Pithoragarh
Population 2011 4,85,993
Min No. Camps Tentative Sites 3
Uttarkashi
3,29,686
2
ChamoLi
3,91,114
3
Bageshwar
2,59,840
4
Dehradun
16,98,560
2
U.S Nagar
16,48,367
4 4
NainitaL
6,21,927 9,55,128
Pauri
6,86,527
2
Champawat
2,59,315
2
2,36,857
4
19,27,029
3
6,16,409
4 40
ALmora
Rudarprayag Haridwar Tehri Uttarakhand
1,01,16,752
3
Sub District HospitaL / CHCs Sub District HospitaL / CHCs Sub District HospitaL / CHCs Sub District HospitaL / CHCs Sub District HospitaL / CHCs Sub District HospitaL / CHCs Sub District HospitaL / CHCs Sub District HospitaL / CHCs Sub District HospitaL / CHCs Sub District HospitaL / CHCs Sub District HospitaL / CHCs Sub District HospitaL / CHCs Sub District HospitaL / CHCs
131
132
Instruction to Bidders
84
132
133
SCHEDULE 2 : FINANCIAL SUPPORT 2.1
Mechanism of Payment
The DoMH&FW wiLL pay to the concessionaire the financiaL support per camp per Location in each zones. This payment is based on the bid outcome. The offer of the seLected concessionaire on the amount of totaL financiaL support required from Government per zone shaLL be computed as under: Zone
A
District
FinanciaL Support per CAMP (in figures) for eighty surgeries
FinanciaL Support per CAMP (in Words) for eighty surgeries
General & Eye OBG
General & OBG
Eye
Pithoragarh Champawat U S Nagar
B
ALmora Bageshwar
C
NainitaL Pauri Dehradun Rudraprayag ChamoLi Haridwar Uttarkashi
D
Tehri 2.2
Performance based Payment disbursement
2.2.1 The payment wiLL be made according to performance as under: (Please note that for the payment shall be made for major surgeries only. The major surgeries are defined as those surgeries requiring a general/ spinal anesthesia) • •
For 100% achievement - 100% payment For 90-100% achievement - 90% payment 133
134
• • •
For 80-90% achievement -80% payment For 70-80% achievement -70% payment BeLow 70% achievement - No payment
134
135
2.2.2 For extra surgeries beyond eighty (80), the reimbursement shaLL be made as per foLLowing rates Cataract and other eye surgeries (beyond stipuLated Twenty [20] surgeries - PrevaiLing NationaL Program for ControL of BLindness Rate as on the day of surgery GeneraL and OBG (beyond stipuLated Sixty [60] surgeries PrevaiLing CGHS rate as on the day of surgery 2.2.3 In case the DoMH&FW is unabLe to provide minimum number of patients, there wouLd be no deduction. However the DoMH&FW wouLd certify to this affect that number of patients were Less than the required minimum numbers i.e. eighty (80) in each camp. In such cases the 100% payment wouLd be made by DoMH&FW. The certificate shaLL be issued by the Chief MedicaL Superintendent (CMS)/ MedicaL Superintendent (MS) of the concerned hospitaLs where the camp is organized. 2.2.4 In case of patients who cannot be operated during the camps due to medicaL or other reasons, the PPP partner may perform the same at its main hospitaL/institution and the same wiLL be reimbursed by the UKHFW Society at CGHS rates. 2.2.5 The above wiLL be subject to the referraL of the patient during the camp by a paneL comprising of the treating physician and three other doctors nominated by the govt. /society in case of planned surgery. In case of an emergency, the patient shaLL be referred by CMS/MS of the hospitaL where the camp is being organized. The paneL may review such emergency referraLs post facto. 2.3
DOMH&FW shaLL before reLeasing the payment to the Concessionaire, deduct appLicabLe taxes based on AppLicabLe Laws
2.4
The payment shaLL be made to the Concessionaire on or before the fifteenth day of caLendar month succeeding the caLendar month for which the amount is due
2.5
Any deLay in making any payment by either Parties in accordance with this Agreement shaLL, without prejudice to any other consequences under this Agreement, entaiL payment of interest on the amount in defauLt at prevaiLing SBI PLR per annum caLcuLated for the duration of deLay
2.6
ALL payments to the Concessionaire shaLL be made by way of cheque/ demand draft. ALL payments shaLLbe made 135
136
in RTGS
favour of “
” payabLe at
or
by
136
137
SCHEDULE 3 : OPERATION AND MAINTENANCE REQUIREMENTS General a) The seLected Concessionaire wouLd conduct muLti speciaLty surgicaL camps (“MSSC”) in four zones across Uttarakhand. b) In the design, pLanning and impLementation of aLL works and functions associated with the operation and maintenance of the Project FaciLities, the Concessionaire shaLL take aLL such actions and do aLL such things (incLuding without Limitation, organising itseLf, adopting measures and standards, executing procedures incLuding inspection procedures, and engaging contractors, if any, agents and empLoyees) in such manner, as wiLL : (i) (ii) (iii)
(iv)
(v) (vi) (vii)
keep the Project Facilities from undue deterioration and wear; Conduct Pre -camp IEC activities. Arrange for aLL SpeciaLists/MedicaL Officers (GeneraL Surgeons, OBG SpeciaLists, Eye surgeons, Anaesthetists and RadioLogist) and Para - Medics (OT Assistant, Staff Nurse for OT and OphthaLmic Assistant). Provide aLL medicines and consumabLe required for the purpose of camp during pre operative, operative and postoperative period incLuding Life Saving Drugs, I/V FLuids, Antibiotics, IntraocuLar Lenses and aLL other medicines & Anaesthetic Injections, Oxygen and Nitrous Oxide etc. Arrange for EquipmentCautery Machine, Major Operating instruments for the above stated surgeries. A minimum of 48 hours post operative. care for aLL cases permit unimpaired performance of statutory duties and functions of any party in relation to the Project.
c) The duration of each camp wouLd be of minimum Ten (10) days with: a) 1st day as pre-operative/Screening day, b) 2nd to 8th day as operative days and c) 9th and 10th day as non-operative and patient care days. d) The Day wise activity breakup of 10 days shouLd be foLLowed as far as practicabLe, however if needed and feasibLe, the surgeries 137
138
may start from day 1 itseLf and may be carried out for whoLe duration provided adequate foLLow up is ensured
138
139
e) The s e L e c t e d PPP Partner is expected to resuLt foLLowing outputs a) Pre - Operative care b) The tentative break up of surgeries (Minimum Eighty (80) c) Major surgeries) per camp are foLLowingiii. Minimum Sixty (60) major GeneraL & OBG Surgeries iv. Minimum Twenty (20) Eye Surgeries d) Post operative care tiLL the concLuding of the MuLtiSpeciaLty SurgicaL camp. f) For extra surgeries beyond eighty (80), the reimbursement shaLL be made as per foLLowing rates Cataract and other eye surgeries (beyond stipuLated Twenty [20] surgeries - PrevaiLing NationaL Program for ControL of BLindness Rate as on the day of surgery GeneraL and OBG (beyond stipuLated Sixty [60] surgeries PrevaiLing CGHS rate as on the day of surgery g) The seLected Concessionaire wouLd recruit, depLoy and manage a team for running the camps. h) The seLected Concessionaire wouLd procure and suppLy aLL required medicines & consumabLes. The seLected Concessionaire wouLd ensure that no expiry dated medicines are suppLied by the suppLier. The seLected Concessionaire wouLd periodicaLLy conduct physicaL verification of stocks to detect expiry dated medicine and take steps to destroy the same. i) The seLected Concessionaire wouLd participate in meetings convened by CMO/ DCMO or other district/State heaLth officiaLs and present performance reports and discuss action pLans for improvement of service LeveLs. j) The seLected Concessionaire need to maintain patient records and use appropriate appLication software in their office/head quarter for the same. k) The seLected Concessionaire will not charge any amount from any of the patients for consuLtation, surgery, medicines or any other service provided to the patient. L) The seLected Concessionaire may carry promotionaL materiaL and 139
140
messages during the camps on heaLth reLated activities which are synergetic to the project objectives.
140
141
m) The seLected Concessionaire wiLL carry out aLL maintenance work of the equipments/ instruments brought by them at its costs. The GoUK or DoMH&FW wiLL not reimburse any amount towards maintenance, fueL, staff saLary, and insurance etc. n) The boarding and Lodging arrangements for the team member shaLL be the responsibiLity of the seLected concessionaire. However, department wiLL heLp to get accommodation in Government rest house if avaiLabLe. o) The seLected Concessionaire wouLd make its own transport and Logistics arrangement during the tenure of the project. p) If number of cases exceeds fifty (80) the reimbursement per unit modeL wiLL be foLLowed, i.e. Cataract and other eye surgeries (beyond stipuLated Twenty [20] surgeries - PrevaiLing NationaL Program for ControL of BLindness Rate as on the day of surgery GeneraL and OBG (beyond stipuLated Sixty [60] surgeries PrevaiLing CGHS rate as on the day of surgery
141
142
SCHEDULE 4 : PERFORMANCE SECURITY (Proforma of Bank Guarantee)4 THIS DEED OF GUARANTEE executed on this the day of at by (Name of the Bank) having its Head/Registered office at Hereinafter referred to as “the Guarantor” which expression shaLL unLess it be repugnant to the subject or context thereof incLude successors and assigns; In favour of Directorate of MedicaL HeaLth & FamiLy WeLfare, Government of Uttarakhand, represented by and having its office at , Dehradun 248 001, hereinafter referred to as “DOMH&FW”, which expression shaLL, unLess repugnant to the context or meaning thereof incLude its administrators, successors or assigns. WHEREAS A. By the and
Concession Agreement entered into between DOMH&FW , is incorporated under the provisions of the , having its registered office/ permanent address at (“the Concessionaire”), the Concessionaire has been granted the Concession to Operate and Maintain MuLti SpeciaLty SurgicaL Camps (MSSC’s) at Zone (hereinafter referred to as “the Project”).
B. In terms of CLause 4.1 of the Concession Agreement, the Concessionaire is required to furnish to DOMH&FW , an unconditionaL and irrevocabLe bank guarantee for an amount of Rs. (Rupees onLy ) as security for due and punctuaL performance/discharge of its obLigations under the Concession Agreement, reLating to Project by the Concessionaire. C.
At the request of the Concessionaire, the Guarantor has agreed to provide bank guarantee, being these presents guaranteeing the due and punctuaL performance/discharge by the Concessionaire of its obLigations reLating to the Project.
NOW THEREFORE THIS DEED WITNESSETH AS FOLLOWS : CapitaLised terms used herein but not defined shaLL have the meaning assigned to them respectiveLy in the Concession Agreement. 2. The Guarantor hereby irrevocabLy guarantees the due and punctuaL performance by M/s. (hereinafter caLLed “the
1.
4
To be issued by a Scheduled Bank in India
142
143
Concessionaire”) of aLL its obLigations reLating to the Project and in connection with achieving COD by the Concessionaire in accordance with the Concession Agreement.
143
144
3. The Guarantor shaLL, without demur, pay to DOMH&FW sums not exceeding in
4.
5.
6. 7.
aggregate Rs. 400,000.00 (Rupees Four Lakhs onLy ), within caLender days of receipt of a written demand therefor from DOMH&FW stating that the Concessionaire has faiLed to meet its obLigations under the Concession Agreement. The Guarantor shaLL not go into the veracity of any breach or faiLure on the part of the Concessionaire or vaLidity of demand so made by DOMH&FW and shaLL pay the amount specified in the demand, notwithstanding any direction to the contrary given or any dispute whatsoever raised by the Concessionaire or any other Person. The Guarantor’s obLigations hereunder shaLL subsist untiL aLL such demands are duLy met and discharged in accordance with the provisions hereof. In order to give effect to this Guarantee, DOMH&FW shaLL be entitLed to treat the Guarantor as the principaL debtor. The obLigations of the Guarantor shaLL not be affected by any variations in the terms and conditions of the Concession Agreement or other documents or by the extension of time for performance granted to the Concessionaire or postponement/non exercise/ deLayed exercise of any of its rights by DOMH&FW or any induLgence shown by DOMH&FW to the Concessionaire and the Guarantor shaLL not be reLieved from its obLigations under this Guarantee on account of any such variation, extension, postponement, non exercise, deLayed exercise of any of its rights by DOMH&FW or any induLgence shown by DOMH&FW , provided nothing contained herein shaLL enLarge the Guarantor’s obLigation hereunder. This Guarantee shaLL be irrevocabLe and shaLL remain in fuLL force and effect 5 untiL unLess discharged/ reLeased earLier by DOMH&FW in accordance with the provisions of the Concession Agreement. The Guarantor’s LiabiLity in aggregate be Limited to a sum of Rs. . This Guarantee shaLL not be affected by any change in the constitution or winding up of the Concessionaire/the Guarantor or any absorption, merger or amaLgamation of the Concessionaire/the Guarantor with any other Person. The Guarantor has power to issue this guarantee and discharge the obLigations contempLated herein, and the undersigned is duLy authorised to execute this Guarantee pursuant to the power granted under . IN WITNESS WHEREOF THE GUARANTOR HAS SET ITS HANDS HEREUNTO ON THE DAY, MONTH AND YEAR FIRST HEREINABOVE WRITTEN. SIGNED AND DELIVERED by by the hand of Shri its
5
Bank and authorised officiaL.
18 months from the date of signing the Concession Agreement
144
145
SCHEDULE 5 : FORMAT FOR LETTER OF AUTHORISATION (To be given on DOMH&FW letterhead)
To Whomsoever It May Concern This is to confirm that to pursuant to the Concession Agreement dated , entered into between the DOMH&FW and (“the Concessionaire”), the Concessionaire has been authorised to operate and maintain MuLti SpeciaLty SurgicaL Camps (MSSCs) in Uttarakhand (the Project) and for that purpose, to appLy for and obtain aLL approvaLs, Licenses and permits required therein and to avaiL the utiLities such as power, water, teLecommunication and any other incidentaL utiLities or services required in connection therewith. Yours faithfuLLy,
Director
145
146
SCHEDULE 6 : MedicaL & Non medicaL Staff The seLected private partner shaLL depLoy foLLowing minimum medicaL and non medicaL personneL with each camp (Project Coordinator wiLL be one in each District) Position
Project Coordinator
Number 1
GeneraL Surgeons OBG SpeciaLists Eye surgeons
2
Anaesthetists RadioLogist Staff Nurse for OT
1 1 2
OT Assistant OphthaLmic Assistant Pharmacist
1 1
Key ResponsibiLities
OveraLL Coordination with CMO/DCMO and other district heaLth officiaLs. Provide Logistic support to the team. Prepare camp pLan, monitoring and reporting. Perform Surgeries
1 1
1
Conduct ULtra Sound test Assist Doctors in OT
QuaLification/Experien c PG in SociaL Sciences more than five (5) reLevant experience. MS with over 5 experience MD/DGO with minimu m years of reLevant experie MS/DOMS with minimum years of reLevant experie MD/DMRD/DMRE or equiv A Registered nurse with suitabLe degree/dipLoma in nursing.
Managing & Dispensing aLL A Recognised DipLoma in consumabLes / medicines etc for reLevant fieLd surgeries and maintaining records
146
147
Instruction to Bidders
93
147
