DEPARTMENT OF DEFENCE PRODUCTION (DDP) /

DIRECTORATE GENERAL OF QUALITY ASSURANCE (DGQA)

MINISTRY OF DEFENCE (MOD)
GOVERNMENT OF INDIA (GOI)

Request for Proposal (RFP)

VOLUME. I
FOR

DEVELOPMENT, OPERATION AND MAINTENANCE OF DEFENCE

TESTING INFRASTRUCTURE (DTI) FOR COMMUNICATIONS TESTS
UNDER THE DEFENCE TESTING INFRASTRUCTURE SCHEME (DTIS)

Reference No. 12575/DGQA/DTIS/Communications

DDP / DGQA
DQA (WP), Floor 6, “B” Block, MoD Complex, Africa Avenue,
New Delhi-110023, India
Website: www.dgqadefence.gov.in
Phone: 011-23012080, 011-23013805

November 2021
 DQA (WP)/ DDP DGQA RFP – COMMUNICATION TESTING
(Ministry of Defence, Govt. of India)

DISCLAIMER
1. The information contained in this Request for Proposal document (the “RFP”) or subsequently provided to
Bidder(s), whether verbally or in documentary or any other form, by or on behalf of the Department of
Defence Production (DDP)/ Directorate General of Quality Assurance (DGQA) or any of its employees or
advisors, is provided to Bidder(s) on the terms and conditions set out in this RFP and such other terms and
conditions subject to which such information is provided

2. This RFP is not an agreement and is neither an offer nor invitation by the DDP/ DGQA to the prospective
Bidder(s) or any other person. The purpose of this RFP is to provide interested parties with information that
may be useful to them in the formulation of their proposal pursuant to this RFP. This RFP includes
statements, which reflect various assumptions and assessments arrived at by the DDP/ DGQA in relation
to the Project. Such assumptions, assessments and statements do not purport to contain all the information
that each Bidder may require.

3. This RFP may not be appropriate for all persons, and it is not possible for the DDP/ DGQA, its employees
or advisors to consider the investment objectives, financial situation and particular needs of each party who
reads or uses this RFP. The assumptions, assessments, statements and information contained in this RFP
may not be complete, accurate, adequate or correct. Each Bidder should, therefore, conduct its own
investigations and analysis and should check the accuracy, adequacy, correctness, reliability and
completeness of the assumptions, assessments, statements and information contained in this RFP and obtain
independent advice from appropriate sources.

4. Information provided in this RFP to the Bidder(s) is on a wide range of matters, some of which may depend
upon interpretation of law. The information given is not intended to be an exhaustive account of statutory
requirements and should not be regarded as a complete or authoritative statement of law. DDP/ DGQA
accepts no responsibility for the accuracy or otherwise for any interpretation or opinion on law expressed
herein.

5. DDP/ DGQA, its employees and advisors make no representation or warranty and shall have no liability to
any person, including any Bidder, under any law, statute, rules or regulations or tort, principles of restitution
or unjust enrichment or otherwise for any loss, damages, cost or expense which may arise from or be
incurred or suffered on account of anything contained in this RFP or otherwise, including the accuracy,
adequacy, correctness, completeness or reliability of the RFP and any assessment, assumption, statement
or information contained therein or deemed to form part of this RFP or arising in any way with selection of
Bidders for participation in the Bidding Process.

6. DDP/ DGQA also accepts no liability of any nature whether resulting from negligence or otherwise
howsoever caused arising from reliance of any Bidder upon the statements contained in this RFP. DDP/
DGQA may, in its absolute discretion but without being under any obligation to do so, update, amend or
supplement the information, assessment or assumptions contained in this RFP.

7. The issue of this RFP does not imply that DDP/ DGQA is bound to select a bidder or to appoint the Selected
Bidder or Implementation agency, as the case maybe, for the Project and reserves the right to reject all or
any of the Bids or Bids without assigning any reasons whatsoever.

8. The Bidder shall bear all its costs associated with or relating to the preparation and submission of its Bid
including but not limited to preparation, copying, postage, delivery fees, expenses associated with any

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demonstrations or presentations which may be required by DDP/DGQA or any other costs incurred in
connection with or relating to its Bid. All such costs and expenses will remain with the Bidder and DDP/
DGQA shall not be liable in any manner whatsoever for the same or for any other costs or other expenses
incurred by a Bidder in preparation or submission of the Bid, regardless of the conduct or outcome of the
Bidding Process.

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TABLE OF CONTENTS

Contents
DISCLAIMER .............................................................................................................................................. 2
NOTICE OF INVITING BID ....................................................................................................................... 5
SECTION – I: INTRODUCTION & BACKGROUND ............................................................................... 7
SECTION – II: INSTRUCTIONS TO BIDDER (ITB) .............................................................................. 16
SECTION – III: BID DATA SHEET ......................................................................................................... 38
SECTION – IV: FRAUD & CORRUPT PRACTICES .............................................................................. 41
SECTION – V: PRE-BID MEETING ........................................................................................................ 44
SECTION – VI: MISCELLANEOUS ........................................................................................................ 46
APPENDICES ............................................................................................................................................ 48
Appendix – A 49
Annexure-I ............................................................................................................................................. 52
Appendix – B .............................................................................................................................................. 54
Appendix – C .............................................................................................................................................. 57
Appendix – D .............................................................................................................................................. 58
Appendix – E .............................................................................................................................................. 63
Appendix – F .............................................................................................................................................. 64
Appendix – G .............................................................................................................................................. 65
Appendix – H .............................................................................................................................................. 66
Appendix – J .............................................................................................................................................. 67
Appendix – K .............................................................................................................................................. 68
Appendix – L .............................................................................................................................................. 69
Appendix – M ............................................................................................................................................. 70
Appendix – N ............................................................................................................................................ 161
Appendix – O ............................................................................................................................................ 163
Appendix – P ............................................................................................................................................ 164
APPENDIX Q - DTIS ............................................................................................................................... 167
Appendix R ............................................................................................................................................ 177
Appendix S ............................................................................................................................................ 178
Appendix T ............................................................................................................................................ 179
Appendix U ............................................................................................................................................ 180

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DQA (WP)/ DDP DGQA RFP – COMMUNICATION TESTING
(Ministry of Defence, Govt. of India)

DDP / DGQA
DQA (WP), Floor 6, “B” Block, MoD Complex, Africa Avenue,
New Delhi-110023, India
Website: www.dgqadefence.gov.in
Phone: 011-23012080, 011-23013805
Email: “*dtis-dqawp@navy.gov.in””
Websites: “www.dgqadefence.gov.in”, “https://eprocure.gov.in/epublish/app / ” &
“https.//ddpmod.gov.in”
_________________________________________________________________________________
NOTICE OF INVITING BID
Place: New Delhi
Date: 29.11.2021
Respected Sir/ Madam,
1. The Government of India (GOI) has launched a new scheme called Defence Testing Infrastructure
Scheme (DTIS) for setting up of Greenfield Defence Testing Infrastructure (required for defence and
aerospace related production), as a common facility under private sector with Government assistance
in the country. This scheme aims to provide a focused, structured and significant thrust to indigenous
defence manufacturing by providing state of the art testing facilities available to the defence
development and production industry in the country.
2. In this regard, DDP / DGQA invites RFP Applications from reputed entities, registered and
incorporated in India, for determining their interest in “Development, Operation and Management of
Defence Testing Infrastructure (DTI) for COMMUNICATION tests under DTIS”. The scheme
guidelines and the RFP document have been published on the websites “www.dgqadefence.gov.in”,
“https://eprocure.gov.in/epublish/app / ” & “https.//ddpmod.gov.in” and can be downloaded from
these respective websites (the “Official Websites”).
3. The RFP document containing the details of project background & objective, document submission
requirements and scope of work etc. is enclosed.
4. Interested Bidders are requested to submit their responses to the document, through
“https://eprocure.gov.in/epublish/app / ”, on or before <1600 hrs on 11.01.2022> and it shall be clearly
marked to the address mentioned below:
DDP / DGQA
DQA (WP), Floor 6, “B” Block, MoD Complex, Africa Avenue
New Delhi-110023, India
Website: www.dgqadefence.gov.in
Phone: 011-23012080, 011-23013805
Email: “dtis-dqawp@navy.gov.in”

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5. Some important dates for this RFP process are as follows:

(i) Document download start date 29. 11.2021 at 1800 hrs

(ii) Date of submission of Pre-bid queries 30.11.2021 at 1000 hrs

(iii) Pre-bid meeting 07.12.2021 at 1430 hrs

(iv) Last date of submission of Bid 11.01.2022 at 1600 hrs

6. All clarifications / corrigenda / addenda will be published only on the Official Websites mentioned
above.
7. DDP / DGQA reserves the right to accept or reject any or all Bids without assigning any reason and no
correspondence shall be entertained in this regard.

(Cdr. Kuldip S Nehra)

Cdr QA-DTIS
Enclosure: RFP document

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(Ministry of Defence, Govt. of India)

SECTION – I: INTRODUCTION & BACKGROUND

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(Ministry of Defence, Govt. of India)

1. BACKGROUND & 1.1 The Directorate General of Quality Assurance (DGQA) (hereinafter
INTROUCTION referred to as the “Authority”) is under the Department of Defence
Production (DDP), Ministry of Defence (MOD). The Authority provides
Quality Assurance (QA) cover for the entire range of arms,
Communication Systemss, equipment and stores supplied to the Armed
Forces. The establishments under this organisation are spread all over the
country specifically where mainly the Ordnance Factory Boards (OFBs),
Defence Public Sector undertakings (DPSUs) and industrial base exist
with an aim to provide an eco-system to foster innovation & technology
development and encourage Indian industry to invest in the A&D sector.

1.2 Defence Testing Infrastructure Scheme (DTIS) (enclosed at

Appendix I):
Under “Make in India”, the GOI has accorded high priority to
development of manufacturing base of aerospace and defence (A&D)
sector in the country so as to reduce dependence on imports. Towards
this, the Government has announced establishment of Defence Industrial
Corridors (DICs) in Uttar Pradesh (U.P.) and Tamil Nadu (T.N.). Several
other initiatives such as preference to procurement from Indian vendors
under the Defence Procurement Procedure (DPP), simplification of
Make procedure, introduction of simplified procedure for Make II sub-
category, liberalization of the licensing regime & Foreign Direct
Investment (FDI) policy by raising the cap on FDI in the defence sector,
simplification of export procedure, streamlining of defence offset
guidelines, innovations for Defence Excellence (iDEX) and Defence
Investors Cell etc. have also been created with an aim to provide an eco-
system to foster innovation & technology development and encourage
Indian industry to invest in the A&D sector.

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1.3 Objective of DTIS: The objective of the proposed Scheme is to promote

indigenous defence production, with special focus on participation of
MSMEs and Start Ups by bridging gaps in defence testing infrastructure
in the country. Setting up of Defence Testing Infrastructure will provide
easy access and thus meet the testing needs of the domestic defence
industry.
One of the main impediments for domestic defence production is lack of
easily accessible state-of-the-art testing infrastructure. The defence
testing infrastructure (DTI) is often capital intensive requiring
continuous upgradation and it is not economically viable for individual
defence industrial units to set up in-house testing facilities. The DTIS
aims at setting up of Greenfield DTIs (required for A&D related
production), as a common facility under private sector with Government
assistance in DICs (priority area) and other industrial clusters. The
proposed scheme plans to enhance defence manufacturing industry by
creating DTIs and addressing quality and certification requirements. The
main focus would be on creating appropriate infrastructure for
development and growth of the A&D industry in the country. The
scheme will boost the indigenous defence production, with special focus
on participation of MSMEs and Start Ups by bridging gaps in DTI in the
country. Setting up of DTI will provide easy access and thus meet the
testing needs of the domestic defence industry.

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1.4
Scope of DTIS:
a. The aim of DTIS is to set up 8 (eight) DTIs with a total grant-in-aid of
INR 400 crore (Rupees Four Hundred crore) from the GOI and the
scheme is to be implemented and the facilities to be made operational
before 2025;

b. Each DTI will be setup through a Special Purpose Vehicle (SPV) (the
Special Purpose Vehicle (SPV)/ Implementation Agency (IA), which
may be promoted / constituted by private entities (industrial /
manufacturing entity, industry associations, R&D / academic
institutions, existing testing establishment entities etc.) and Government
or public entities (DPSUs, State Governments, Central Government
agencies etc.);

c. The IA/ SPV will be incorporated as a Section 8 company under the

Companies Act 2013.

d. The scheme would provide financial assistance to the IA/ SPV in the
form of grant-in-aid for setting up testing and certification facilities for
manufacturers of defence equipment / systems;

e. The financial assistance for each DTI facility will be limited to 75%
(seventy five percent) of the project cost. The project cost for
establishment of the DTI facility under DTIS (the “Project Cost”) shall
exclude the cost of the land and the establishment cost. The broad norms
for funding of DTIs shall be as follows:
I. Land: to be provided by IA/SPV
II. Capex for building: <= 20% of Project Cost
III. Test equipment, installation, training: >= 80% of Project
Cost

f. The test facilities planned to be set up have been divided into 3 (three)
types, namely, Small, Medium and Large. The indicative estimated
Project Cost of each type of DTI facility is given in the table below:
S. No. Type Estimated Project Cost (INR) Nos
1. Small < 20 crore 03

2. Medium 20 – 50 crore 03

3. Large > 50 crore 02

The project cost of Communications Test facility is estimated to be of

Medium category and Grant in Aid will be upto 75% of the project
cost as per DTIS guidelines given at Para 6.3 of Appendix –Q’of RFP

g. The IA/SPV shall be responsible for operation and Management of

assets created under the scheme by way of collecting user charges plus
applicable GST.

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h. The IA/ SPV will be responsible for obtaining all necessary statutory
approvals / clearances including those for Communication compliance
and quality standards as applicable.
2.1
2. DTI Facility for In broad terms, Communication Systems comprise of following three (3)
Communications testing domains:
(a) Antennas: An antenna is a specialised transducer that converts RF
fields into alternating current (AC) or vice versa;
(b) SDR and RF: SDR and RF is any frequency within the
electromagnetic spectrum associated with radio wave propagation; and
(c) IoT: The network of physical objects that contain embedded
technology to communicate and sense or interact with their internal states
or the external environment
A demand gap assessment study on Communication Systems testing
requirements was carried out.
As per the gap assessment study, the total supply for testing for the
Communication Systems in the country currently stands at INR 300 -
320crore. However, the total current market for these tests is estimated
to be approximately INR 430- 450 crore and this is expected to reach
approximately INR 880 - 890 crore by the year 2030. This growth in
demand for these testing requirements, is expected to be driven by
increasing indigenisation in defence manufacturing. The estimated
market size and growth rate was also validated through interaction with
various stakeholders who are involved in manufacturing of
Communication Systems in the county.
2.2
Based on the inputs from gap assessment study, the Employer intends to
setup a DTI facility for Communication Systems (Antennas, RF, SDR
and IoT) under DTIS. Major tests for the Communication Systems can
be classified into generic and special to type. Generic tests are the ones
which are common for all the systems (Antenna, RF, SDR and IoT) and
special to type are specific to particular type of systems. The following
certifications and standards would be required to be adhered to by the
envisioned DTI test facility for Communication Systems (Antennas, RF,
SDR, IoT etc):
(a) MIL standards
(b) Software Communications Architecture (SCA) 2.2.2
(c) Institute of Electrical and Electronics Engineers (IEEE) Standards
(d) ISA/IEC 62443

The proposed integrated testing facility for Communication system tests

will provide the necessary testing infrastructure required for undertaking
these tests. It should have the necessary certification/ accreditations to be
able to provide certification and calibration of the component/ system/
equipment as per applicable standard and codes.

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For further details on the nature of the tests that will be carried out by the
proposed integrated testing facility, please refer to Appendix – P. The
Appendix P lists the mandatory and additional tests for the proposed
facility.
2.3
The DTI facility under the DTIS can be developed at any location pan
India, as preferred by the Bidder subject to land being arranged by the
Bidder. However, a location assessment was also carried out as part of
the gap assessment study and preferred clusters were identified for
setting up the Communication system test facility (1) National Capital
Region (NCR) (2) Tamil Nadu (Chennai region) (3) Karnataka
(Bangalore region) (4) Telangana (Hyderabad – Rangareddy region) (5)
Maharashtra (Mumbai-Pune-Nashik and Nagpur region) states were
identified as suitable locations for setting up integrated Communication
system testing facility. This assessment takes into consideration existing
manufacturing unit, ancillary industries, testing facilities and future
demand for the same. Based on the key clusters, assessment of the A&D
or other applicable policies in the states and available infrastructure for
establishment of the DTI facility was also undertaken.
3.1
3. Brief Description about The Authority has adopted a Single stage two envelope system
the Bidding Process (collectively referred to as the "Bidding Process") for selection of the
bidder for award of the Project. Under this process, the bid shall be
invited under two parts. Eligibility and qualification of the Bidder will
be first examined based on the details submitted under first envelope
(Technical Bid) with respect to eligibility requirements and
qualifications criteria prescribed in this RFP. (The “Bidder”, which
expression shall, unless repugnant to the context, include the members
of the Joint Venture). The Financial Bid under the second envelope shall
be opened only for those Bidders whose Technical Bids are responsive
to eligibility, qualifications requirements and is scoring a minimum of 70
marks as per this RFP.

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3.2
The Bidding Document as uploaded on the website of
“https://eprocure.gov.in/epublish/app /” & “https.//ddpmod.gov.in” can
be viewed and downloaded by anyone including intending bidder. The
bids are to be submitted in hard copy along with the mandatory
documents such as Bid Securing declaration, Power of Attorney & All
other documents shall be as per Notice Inviting e-tender / RFP in the
Drop Box provided at the below mentioned address.
Venue for Bid submission
DDP / DGQA
DQA (WP), Floor 6, “B” Block, MoD Complex, Africa Avenue
New Delhi-110023, India

3.3
Deleted
3.4
Interested bidders are being called upon to submit their Bid in accordance
with the terms specified in this Bidding Document. The Bid shall be valid
for a period of not less than 180 days from the date specified in Bid Data
Sheet for submission of BIDs (the “Bid Due Date”).
3.5
The Bidder shall prepare and submit a detailed project report for setting
up the proposed DTI facility as part of the Bid and shall indicate the
manner and modalities for operation and Management of the testing
facility after its creation in its proposals for consideration as a part of the
DPR as provided in Clause 10 of ITB.
3.6
During the Bidding Process, Bidders are invited to examine the Project
in greater detail, and to carry out, at their cost, such studies as may be
required for submitting their respective Bids for award of the contract for
the Project.

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3.7
Brief description about the bidding process is illustrative below:
(a) Bidders meeting the eligibility criteria as defined in Section – II
Instructions to Bidders (ITB) Clause 2.1 and 12 shall be
considered for further stage of evaluation.
(b) Bidders who have been pre-qualified as per the criteria defined
in Clause 2.1 and 12; will be evaluated as per the criteria
provided in Clause 13 & 14. The Technical Bids of only those
Bidders who fulfil the criteria as provided in Section – II ITB
Clause 13 &14, shall be taken up for further scoring. Bidders
who do not qualify the criteria provided in Section – II ITB
Clause 21. and 12, shall not be considered for further evaluation.
(c) The evaluation of the Technical Bids submitted by the Bidders
shall be done as per the scoring parameters as provided in
Section-II ITB Clause 17. Bidders need to score a minimum of
70 marks to be qualified for Financial Bid opening.
(d) The Financial Bid of the only those Bidders who are qualifying
as per the above criteria, shall be opened.
3.8 In this RFP, the term “Lowest Bidder” shall mean the Bidder who is
offering to take the lowest Grant in Aid subject to fulfilling the clause
12,13,14 & 17. Generally, the Lowest Bidder shall be the selected Bidder.
The remaining Qualified Bidders shall be kept in reserve and may, in
accordance with the process specified in this RFP, be invited for
negotiations in case such Lowest Bidder withdraws or is not selected
for any reason. In the event of withdrawal or non-selection of the
Lowest Bidder, the Authority may, in its discretion, either invite fresh
Financial Bids from the remaining Qualified Bidders or annul the
Bidding Process.

3.9 As part of the Bidding Document, the Authority has provided a draft
Contract Agreement along with the RFP.

Bids are being invited for the Project, on the basis of the financial grant
(the "Grant") required by a Bidder for implementing the Project, subject
to the provisions of the DTIS.

4.1
4. Details of Bid securing The Bidders are required to submit Bid securing declaration as per
declaration Appendix T. The Bid securing declaration is also required to be
submitted by the MSME/ startup who has been recognized as Start-ups
by Department for Promotion of Industry & Internal Trade (DPITT).
5.1
5. Schedule of Bidding The Authority shall endeavour to adhere to the following schedule:
Process
S No Event description Date
1. Last date for receiving queries 12.12.2021

2. Pre-Bid Conference 13.12.2021

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3. Authority response to queries latest by 20.12.2021

4. Bid Due Date / Bid Submission Date 11.01.2022
5. Opening of Technical Bids 14.01.2022

4
Any queries or request for additional information concerning this RFP shall
.
be submitted by a letter or an e-mail correspondence to the officer designated
2
in ITB Clause 6 by the specified date. The envelopes/ communications shall
clearly bear the following identification/ title: “Queries/Request for
Additional Information: RFP for Development, Operation and Management
of Defence Testing Infrastructure (DTI) for Communications testing under
the Defence Testing Infrastructure Scheme (DTIS)”

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SECTION – II: INSTRUCTIONS TO BIDDER (ITB)

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General

The Authority wishes to receive Technical and Financial Bids in order to appoint an
1. Scope of the 1.1
Implementation agency for Development of Defence Testing Infrastructure (DTI) for
Bidder
Communication Testing under the Defence Testing Infrastructure Scheme (DTIS).

For determining the eligibility of the Bidder for their qualification hereunder, the
2. Eligibility of the 2.1
following shall apply:
Bidder
a. The Bidder shall be a Joint Venture (JV)/ Consortium of minimum five (05)
constituent members. However, contribution from each JV member shall not
exceed 40% of the share capital of the JV/ consortium. The Bidder shall
propose a lead member of the JV / Consortium and the JV / Consortium
members should not be an Associate of any other JV / Consortium members
of the Bidder or any other Applicant. The lead member shall submit a Letter
of Intent as per Appendix C which shall be duly signed by the authorised
signatory of each constituent member.

b. Each constituent member of the JV/ consortium should be a private entity

registered in India and/or State Government agencies in order to qualify for
forming the Implementation Agency., Such an entity can be either from
private sector ((Industrial / Manufacturing entity (including MSME, Start-
ups, Proprietorship firms etc.), or an Industry association, R&D or Academic
institution or existing testing establishment entities etc. or Government or
public sector (DPSUs, State Governments, Central Government agencies etc)
entities.

c. Out of five (5) constituent members, at least three (3) constituent members
should be in existence for a period of at least three (3) years as on last date of
submission of Bid Application. which shall be substantiated through
submission of company profiles, company charter documents, annual reports,
certificates and any other relevant document etc

d. Each constituent member of the Bidder shall have positive (+ve) net worth as
on last date of submission of Bid Application. However, exception to this
criterion may be considered for those constituent members who have been
recognized as Start-ups by Department for Promotion of Industry & Internal
Trade (DPITT). The Bidder shall submit documentary evidence to the extent
as per the GOI notifications in this regard in order to avail the benefits of the
same.

e. None of the constituent member of the Bidder should have been blacklisted
by Central or State Government as on the date of submission of Bid. The
Bidders shall submit declaration in this regard from all the constituent
members on their company letter heads as per the format provided in this RFP
document.

Each DTI will be setup through a Special Purpose Vehicle (SPV), hereinafter referred
3 Implementing 3.1
to as the Implementation Agency, which may be promoted/constituted by private
Agency
entities (Industry, Industry association, R&D/Academic institution) and/or State

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Government agencies. The constituent members of the Implementing Agency shall

subject to provisions of Clause 2 above and other provisions of DTIS.

The Implementing Agency under the scheme shall be a Section 8 company registered
under the Companies Act,2013. The Bidder will be given a time period of 45 days
from the date of issue of Letter of Award to constitute the SPV for the project.

The Implementing Agency shall be responsible for setting up of DTI under the DTIS.
3.2
The Implementing agency shall also be responsible for operation and Management of
assets created under the scheme, in a self-sustainable manner, by way of collecting
user charges plus applicable GST.

The Implementing Agency will have to arrange the land for the DTI facility to be
built. The IA may not necessarily be the owner of the land but should have access to
the land via lease for at least 30 years from the date of response to RFP at the time of
submitting the bid and shall provide documentary evidence for the same. The Bidder
shall note that the proposed land should be encumbered free, freehold and mortgage
free at the time of bidding.

The JV members of the IA should be an individual organization and should not have
any relation among each other or shall not be having any common share holding.

The Implementation agency shall be responsible for obtaining statutory clearances

required for development of the proposed DTI facility.

The IA/ SPV once incorporated, will not be permitted to change in the composition
3.3
of its constituent members or their respective shareholding for the next 2 years starting
from the date of commercial operation date or issuance of completion certificate
whichever is later. After completion of the above-mentioned time period of 2 years,

i) the IA/SPV can undertake change in shareholding of the constituent members

only after obtaining prior written approval from the Authority, however
subject to the provisions of the DTIS;
ii) the IA/SPV shall be required to maintain the same number of constituents
members as at the bidding stage throughout the existence of the IA/ SPV.
However, if the IA/ SPV wants to change/ replace any constituent member,
it shall be required to obtain a prior written approval from the Authority for
the same, subject to provisions of DTIS.

Notwithstanding anything contained in this RFP, the Authority reserves the right to
4. Right to 4.1
accept or reject any Bid and to annul the Bidding Process and reject all Bids, at any
accept or
time without any liability or any obligation for such acceptance, rejection or
reject any or
annulment, and without assigning any reasons thereof. In the event, that the Authority
all Bids
rejects or annuls all the Bids, it may, in its discretion, invite all eligible Bidders to
submit fresh Bids hereunder.

Authority reserves the right to verify all statements, information and documents
4.2
submitted by the Bidder in response to the RFP or the Bidding Documents and the
Bidder shall, when so required by the Authority, make available all such information,
evidence and documents as may be necessary for such verification. Any such
verification, or lack of such verification, by the Authority shall not relieve the Bidder

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of its obligations or liabilities hereunder nor will it affect any rights of the Authority
thereunder

The Authority reserves the right to reject any Bid if:

4.3
a. At any time, a material misrepresentation is made or uncovered, or
b. the Bidder does not provide, within the time specified by the Authority, the
supplemental information sought by the Authority for evaluation of the Bid.
Such misrepresentation/ improper response shall lead to the disqualification of the
Bidder. The disqualification will be applicable for all participants of the bidder. If
such disqualifications/ rejection occurs after the Bids have been opened and the
selected bidder gets disqualified/ rejected, the Authority reserves the rights to:
i. invite the remaining Bidders to submit their Bids in accordance with RFP or:
ii. take any such measure as may be deemed fit in the sole discretion of the
Authority, including annulment of the Bidding process.

In case it is found during the evaluation or at any time before signing of the Contract
4.4
Agreement or after its execution and during the period of subsistence thereof,
including the Contract thereby granted by the Authority, that one or more of the
qualification conditions have not been met by the Bidder, or the Bidder has made
material misrepresentation or has given any materially incorrect or false information,
the Bidder shall be disqualified forthwith if not yet appointed as the Implementation
agency either by issue of the LOA or entering into of the Contract Agreement, and if
the Selected Bidder has already been issued the LOA or has entered into the Contract
Agreement, as the case may be, the same shall, notwithstanding anything to the
contrary contained therein or in this RFP, be liable to be terminated, by a
communication in writing by the Authority to the Selected Bidder or the
Implementation agency, as the case may be, without the Authority being liable in any
manner whatsoever to the Selected Bidder or Implementation agency and without
prejudice to any other right or remedy which the Authority may have under this RFP,
the Bidding Documents, the Contract Agreement or under applicable law. In such
event, Authority reserves its right to forfeit Performance Security and blacklist the
bidder for a period of two years as per the provisions of Bid Securing Declaration
(Appendix-T) as the case may be and impose those penalties as per the terms of the
RFP and Contract Agreement and applicable laws.

This RFP comprises the disclaimer set forth hereinabove, the contents as listed below
5. Contents of 5.1
and will additionally include any addenda issued by the Authority
the Bidding
Document
Part 1: Request for Proposal

Section: I – Introduction & Background

Section: II – Instruction to Bidders
Section: III – Bid Data Sheet
Section: IV – Fraud and Corrupt practices
Section: V – Pre – Bid Meeting
Section: VI - Miscellaneous

Appendices

I. Letter comprising the Bid

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II. Particulars of the Bidder

III. Power of Attorney for Lead Member of JV/ Consortium
IV. Power of Attorney for signing of Bid
V. Joint Bidding Agreement for JV/ Consortium
VI. Technical capacity of the Bidder
VII Financial capacity of the bidder
VIII Undertaking by the Bidder
IX. Statement of Legal Capacity
X. Bid Securing declaration
XI. Details of land proposed for the project
XII. Non – Disclosure Agreement
XIII. Detailed Project Report
XIV. Contract Agreement
XV. Letter comprising the Financial Bid
XVI. Price Bid

Part 2: Contract/ Agreement

The Draft contract agreement provided by the Authority as part of the Bid document
shall be deemed to be part of this RFP.

Bidders requiring any clarification on the RFP may notify the Authority by writing a
6. Clarifications 6.1
letter or an e-mail correspondence in accordance with Clause 5.1. They should send
in their queries before the date specified in the schedule of Bidding Process contained
in Clause 1.5. The Authority shall endeavor to respond to the queries within the period
specified therein, but no later than 10 (ten) days prior to the Bid Due Date. The
responses will be uploaded on the website (https://eprocure.gov.in/epublish/app /” &
“https.//ddpmod.gov.in). The Authority will mention all the queries and its responses
thereto without identifying the source of queries. The Bidder shall send letter or e-
mail to the following correspondence address.

Attention of Cdr. QA-DTIS, DQA(WP)

Designation Commander
Address
DDP / DGQA
DQA (WP), Floor 6, “B” Block , MoD Complex,
Africa Avenue
New Delhi-110023, India

Tel no. 011-23012080, 23013805

Email Address Dtis-dqawp@navy.gov.in

The Authority shall endeavor to respond to the questions raised or clarifications

6.2
sought by the Bidders. However, the Authority reserves the right not to respond to
any question or provide any clarification, in its sole discretion, and nothing in this

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Clause 6.1 shall be taken or read as compelling or requiring the Authority to respond
to any question or to provide any clarification.

The Authority may also on its own motion, if deemed necessary, issue interpretations
6.3
and clarifications to all Bidders. All clarifications and interpretations issued by the
Authority shall be deemed to be part of the Bidding Documents. Verbal clarifications
and information given by Authority or its employees or representatives shall not in
any way or manner be binding on the Authority.

At any time prior to the Bid Due Date, the Authority may, for any reason, whether at
7. Amendment 7.1
its own initiative or in response to clarifications requested by a Bidder, modify the
of RFP
RFP by the issuance of Addenda.

Any Addendum thus issued will be uploaded on the Authority’s website i.e.
“https://eprocure.gov.in/epublish/app / ” & “https.//ddpmod.gov.in”

In order, to afford the Bidders a reasonable time for taking an Addendum into account,
7.2
or for any other reason, the Authority may, in its sole discretion, extend the Bid Due
Date.

Language: The Bid and all related correspondence and documents in relation to the
8. Preparation 8.1
Bidding Process shall be in English language. Supporting documents and printed
and
literature furnished by the Bidder with the Bid may be in any other language provided
Submission of
that they are accompanied by translations of all the pertinent passages in the English
Bid
language, duly authenticated and certified by the Bidder. Supporting materials, which
are not translated into English, may not be considered. For the purpose of
interpretation and evaluation of the Bid, the English language translation shall prevail.

The Bidder shall provide all the information sought under this RFP. The Authority
Format & 8.2
will evaluate only those Bids that are received in the required formats and complete
Signing of the
in all respects. Incomplete and/or conditional Bids shall be liable to rejection.
Bid
The Bid prepared by the Bidder shall comprise Technical Bid (together with
documents required to be submitted along therewith pursuant to this RFP) and
Financial Bid.

The Bid document shall be signed in blue ink by the authorized representative of the
bidder/ or a person or persons duly authorized to bind the Bidder to the contract. The
later authorization shall be indicated by duly notarized written power of attorney
accompanying the Bid in original. All the pages/documents of the Bid shall be signed
in blue ink by the authorized representative(s) of the bidder to sign the bid and each
page of the Bid should be serially numbered. The Bidders are advised to prepare a
Table of Contents at the start of the Bid duly highlighting each sections and page
number of the key components of the Bid. The Bidder shall submit the Bid in a sealed
envelope and mark the envelope as “BID”.

The technical and financial bid shall be placed in separate envelope and marked as
“Technical Bid” and “Financial Bid” respectively. Both of the envelope’s shall be
placed in an outer envelope, which shall be sealed. Each of the envelopes shall clearly
bear the following identifications:

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(Ministry of Defence, Govt. of India)

“Bid for DEVELOPMENT, OPERATION AND MAINTENANCE OF DEFENCE

TESTING INFRASTRUCTURE (DTI) FOR COMMUNICATION TESTING
UNDER THE DEFENCE TESTING INFRASTRUCTURE SCHEME (DTIS)”

and shall clearly indicate the name and address of the bidder. In addition, the bid due
date should be indicated on the right-hand top corner of each of the envelopes.

Each of the envelope shall be addressed to the address and details as provided ITB
clause 6.1 of this RFP document.

If the envelopes are not sealed and market as instructed above, the authority assumes
no responsibility for the misplacement or premature opening of the contents of the
bid submitted and consequent losses, if any suffered by the bidder.

In addition, to the original Technical and Financial bid being submitted by the
Bidders. The Bidders are required to submit one “COPY” of the Technical bid along
with one CD consisting the scanned copy of Technical bid.

Bids should be submitted by the Bidder in hard copy in the Drop box provided at the
Bid due date 8.3
address mentioned in Section -I Introduction & Background Clause 3.2 not later than
the time specified on the prescribed date. The Authority, may, at its discretion, extend
this deadline for submission of Bid by amending the Bid document, in which case all
rights and obligations of the Authority and Bidders previously subject to the deadline
will thereafter be subject to the deadline as extended.

Bids received by the Authority after the specified time on the Bid Due Date shall not
Late Bids 8.4
be eligible for consideration and shall be summarily rejected. The Authority will not
be responsible for any delay in receipt of Bids.

The Bidder may modify/ substitute/ withdraw his/her Bid after submission, provided
Modifications/ 8.5
that written notice of the modification, substitutions or withdrawal is received by the
Substitution/
authority before the bid due date. No bid shall be modified, substituted or withdrawn
Withdrawal
by the bidder on or after the bid due date.
of Bids
Any alteration / modification in the BID or additional information supplied
subsequent to the BID Due Date, unless the same has been expressly sought for by
the Authority shall be disregarded.

No Bid may be withdrawn in the time period between the deadline of submission of
Bids and the expiration of period of bid validity. Withdrawal of a bid during this
interval may result in the Bidder being disqualified and blacklisted as per the
provisions of the RFP and the provisions of Bid securing declaration submitted by the
Bidder as per Appendix T.

The Bidder can re-submit his/her Bid as when required before the Bid submission end
date and time fulfilling all the requirement of the bid. The Bid submitted earlier will
be replaced by the new one.

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The Bidder shall submit the hard copy of the Bid along with the following documents
9. Document 9.1
as mentioned below at the address mentioned in Section: I Clause 3:
Submission
requirement
Technical Bid
a. Appendix – A: Letter comprising the Technical Bid along with the receipt of
Bid processing/ Tender Fee
b. Appendix – A: Annexure-I- Particulars of the Bidder
c. Appendix – B: Power of Attorney of the Lead Member of the JV
d. Appendix – C: Power of Attorney for signing the Bid
e. Appendix – D: Joint Bidding Agreement
f. Appendix – E: Technical capacity of the bidder/ Work Experience
g. Appendix – F: Financial capacity of the bidder
h. Appendix – G: Undertaking to be provided by the bidder
i. Appendix – H: Statement of Legal capacity
j. Appendix – J: Land Details for the Project
k. Appendix – K: Non – Disclosure Agreement
l. Appendix – L: Detailed Project Report
m. Appendix – M: Contract Agreement
n. Appendix – P: List of Tests and Equipment
o. Appendix Q- DTIS Scheme Guidelines
p. Appendix – R: List of proposed mandatory tests
q. Appendix – S: List of proposed additional tests
r. Appendix -T Bid Securing Declaration

Financial Bid
a. Appendix – N: Letter Comprising the Financial Bid
b. Appendix – O: Price Bid

The bidders are required to submit a Detailed Project Report (DPR) which shall
10. Detailed 10.1
provide the key details for the development, construction, operation and management
Project
of the Project and shall be a binding document as part of the Contract Agreement.
Report
The DPR prepared by the bidder should be comprehensive enough to cover each
aspect of the activities which the Bidder proposes to take up for setting up the DTI
facility under the DTIS and shall include but not limited to the following:

 Executive Summary: Overall summary of the proposal which may include

Market potential, project cost estimate & PRR & ERR

 Market Potential of Communication testing

o Current market scenario of Communication testing
o Current demand & supply for testing facility & Gap identified for
Communication testing
o Future Demand of Testing for Communication testing
o Future growth envisaged for the Communication testing market in
India
o Market risk and proposed risk mitigation plan

 Technical Analysis
o Type of the tests required for Communication testing (detailed
technical specifications)

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(Ministry of Defence, Govt. of India)

o Similar experience of bidder (as per ITB clause 17.2)

o Type of facilities proposed for undertaking tests
o Certifications as per National / International Standards proposed
o User fee proposed to be levied for each test
o Process flow of the testing procedure
o Number of tests in a year against list of tests as per Appendix -P
o Future forecast/ projections of Tests for the next 15 years.
o Measurable outcomes ex. expected reduction in testing cost and time.

 Infrastructure Facility
o Project site (Proposed location of the facility with land details)
o Layout plant of the facility
o Detailed design of the proposed facility including building layout,
utilities, specialized works for testing and testing equipment
o Key Machineries & equipment to be installed for performing the
tests.
 Capacity/ size/ specifications catering to the standard
 Technical specifications of the machines to be utilized.
o Project completion schedule (construction plan, project milestones)
o Statutory clearances/ approval required (timelines)

 Operation & Management

o Operating & monitoring mechanism proposed
o Organization chart for O&M Phase
o Framework of operation to maintain KPIs (accreditations and
certification to be obtained and maintained etc)
o Obligations of the Bidder during O&M
o Operation & Management Cost

 Project Cost Analysis

o Project Cost for Development with breakup of civil cost and
equipment cost
o Schedule for Release of Grant
o Operation & Management Cost
o Total Cost for Development

 Financial Analysis
o Assumptions made for Financial analysis
o Means of financing & Financial Structuring of the project
o Project Internal Rate of Return
o Equity Rate of Return
o Sensitivity Analysis
o Financial Model

Note: The Bidder will be required to submit all necessary supporting documents to
back up the details mentioned in the Detailed Project Report.

The Bidder will be required to undertake the Operation and Management of the
11. Operation 11.1
Testing facility created in a self -sustainable manner.
and
Management

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(Ministry of Defence, Govt. of India)

The assets created shall be operated under the DTIS scheme on the basis of levying
user fee charges for utilizing the testing facility without any discrimination. The
Bidder should propose a dynamic mode of operation which shall support continuous
utilization of the assets and ensure the funds required for the Management is readily
available.

The Bidder shall ensure that there is a mechanism created for the O&M of the assets
in line with the provisions of Contract agreement and enough manpower is deputed
for the same.

For determining the eligibility of the Bidder for their qualification hereunder, the
12. Eligibility 12.1
following shall apply:
Criteria
The Bidder shall be a JV/ Consortium of minimum five (05) constituent members.
However, contribution from each JV member shall not exceed 40% of the share capital
of the JV/ consortium. The Bidder shall propose a lead member of the JV / Consortium
and the JV / Consortium members should not be an Associate of any other JV /
Consortium members of the Bidder or any other Bidder. The lead member shall submit
a Letter of Intent as per Appendix C which shall be duly signed by the authorised
signatory of each constituent member.

Each constituent member of the JV/ consortium should be a private entity registered in
12.2
India and/or State Government agencies in order to qualify for forming the
Implementation Agency., Such an entity can be either from private sector ((Industrial /
Manufacturing entity (including MSME, Start-ups, Proprietorship firms etc.), or an
Industry association, R&D or Academic institution or existing testing establishment
entities etc. or Government or public sector (DPSUs, State Governments, Central
Government agencies etc) entities.

Out of five (5) constituent members, at least three (3) constituent members should be
12.3
in existence for a period of at least three (3) years as on last date of submission of Bid
Application. which shall be substantiated through submission of company profiles,
company charter documents, annual reports, certificates and any other relevant
document etc

Each constituent member of the Bidder shall have positive (+ve) net worth as on last
12.4
date of submission of bid. However, exception to this criterion may be considered for
those constituent members who have been recognized as Start-ups by Department for
Promotion of Industry & Internal Trade (DPITT). The Bidder shall submit documentary
evidence to the extent as per the GOI notifications in this regard in order to avail the
benefits of the same.

None of the constituent member of the Bidder should have been blacklisted by Central
12.5
or State Government as on the date of submission of Bid. The Bidder shall submit
declaration in this regard from all the constituent members on their respective letter
head as per Appendix: G.

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The Bidder shall demonstrate the technical competency with the help of documentary
13. Work 13.1
evidence (Combined of all the JV/ consortium members) the following:
Experience
 Three completed works costing not less than the amount equal to 40 (forty)
percent of the project cost or,
 Two completed works costing not less than the amount equal to 50 (fifty)
percent of the project cost or,
 One completed work costing not less than the amount equal to 80 (eighty)
percent of the project cost

(Note: As per GFR clause 3.3.6(iii) (b)

1. The term “Work” above is defined a “Experience in carrying out assignments
such as R&D/ Testing of Communication test in the last 7 years ending last day
of month previous to the one in which the Bids have been invited.

2. The term “Project Cost” is defined as the “The total cost of development of the
proposed DTI facility by the bidder in the DPR, excluding the cost of land,
establishment cost and any recurring expenditure”

3. The Bidder would be required to provide documentary evidence to support

their claim. The documentary evidence should be in the form of Letter of Award
& Completion certificate on the client letterhead)

The bidder shall demonstrate the financial competency with the help of documentary
14. Financial 14.1
evidence the following:
parameters
 The Average Annual turnover of the bidder in the last three financial years (i.e.
2017-18, 2018-19 & 2019-20) (Combined of all the JV/ consortium members)
shall be equivalent to 100% of the Project cost.

Opening and Evaluation of Bids

15. Evaluation 15.1
Process
The Authority shall open the bids, in the presence of the bidders who choose to attend
on the prescribed date and time of opening of bid at Clause 1.5. The Bidder’s
representatives who all are present shall sign an attendance sheet evidencing their
presence. In the event of the specified date Bid opening declared a holiday for the
Authority, the Bids shall be opened at the appointed time and place on the next working
day.

Test of As a first step towards evaluation of the Technical Bids, the Authority shall determine
15.2
responsiveness whether each Technical Bid is responsive to the requirements of this RFP. A Technical
(checklist) bid shall be considered responsive only if:

 Technical Bid is received in hard copy before the last date & time of submission
as per the format as described in the RFP.
 Documents listed at clause 9.1 are complete in all respect
 Technical bid is accompanied by the Bid securing declaration as per Appendix
-T
 Technical Bid is accompanied by the Power of Attorney as per Appendix - C

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 Technical Bid is accompanied by Power of Attorney for Lead Member of

consortium and Joint Bidding Agreement
 Technical bid contains all information (complete in all respect)
 Technical bid does not contain any condition or qualification
 Technical Bid is duly signed by the authorized signatory.

The Authority reserves the right to reject any technical bid which is non- responsive
and no request for alteration, modification, substitution or withdrawal shall be
entertained by the Authority in respect of such bid.

Information relating to the examination, clarification, evaluation and recommendation

Confidentiality 15.3
for the qualified bidders shall not be disclosed to any person who is not officially
concerned with the process or is not a retained professional advisor advising the
Authority in relation to or matters arising out of or concerning the biding process. The
Authority will treat all information, submitted as part of the Bid, in confidence and will
require all those who have access to such material to treat the same in confidence. The
Authority may not divulge any such information unless it is directed to do so by any
statutory entity that has the power under law to require its disclosure or is to enforce or
assert any right or privilege of the statutory entity and/ or the Authority or as may be
required by law or in connection with any legal process.

Bidders requiring any clarifications on the RFP may notify the Authority in writing via
Clarifications 15.4
email in accordance with clause 6.1 They should send in their queries before the date
mentioned in the Schedule of Bidding Process specified in Clause 1.5. The Authority
shall endeavor to respond to the queries within the period specified therein, but no later
than 15 days prior to the Bid Due date. The response will be uploaded on the on the e-
procurement portal website “https://eprocure.gov.in/epublish/app /” &
“https.//ddpmod.gov.in”.

The Authority shall endeavor to reply to the queries / clarifications raised by the
bidders. However, the Authority reserves the right not to respond to any question/ or
provide any clarifications, in its so discretion, and nothing in this clause shall be taken
or read as compelling or requiring the Authority to respond to any questions or to
provide any clarification.

The Authority may also on its own motion, if deemed necessary, issue interpretations
and clarifications to all bidders. All clarifications and interpretations issued by the
Authority shall be deemed to be part of the bidding documents. Verbal clarifications
and information given by the Authority or its employees or representatives shall not in
any way or manner be binding on the Authority.

The Authority shall inform the venue and time of opening of the Financial Bid to the
Opening and 15.5
Technically qualified bidders through email. The Authority shall open the Financial
evaluation of
Bids on date and time in presence of the authorized representatives of the Bidders who
Financial Bids
may choose to attend at the address mentioned below. The Authority shall publicly
announce the assessed bid price for each of the Technically qualified bidders. The
Authority shall prepare a record of opening of the Financial Bids.

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(Ministry of Defence, Govt. of India)

Venue for Bid submission

DDP / DGQA
DQA (WP), Floor 6, “B” Block , MoD Complex, Africa Avenue
New Delhi-110023, India

Subject to the provisions of Clause 4, the Bidder whose Bid is adjudged as responsive
Selection of 15.6
in terms of clause 15.2, fulfilling the criteria of ITB clause 2.1,12,13, 14 and obtaining
Bidders
the minimum qualifying score as per clause 17 and who’s assessed Bid is the lowest,
shall be declared as the selected bidder.

In the event, that, the assessed bid price of two or more bidder is the same, the Authority
shall identify the selected bidder by the highest technical score attained by the bidders
in the Technical evaluation criteria.

In the event the Lowest Bidder is not selected for any reason, the Authority shall ask
the second lowest bidder for negotiations to match the lowest offer of the L-1 bidder.
In the event, that the second lowest bidder fails to match the offer. The Authority shall
annul the bidding process and invite all eligible bidders to submit the fresh bids.

After selection, a letter of award (LOA) shall be issued, in duplicate by the Authority
to the selected bidder and the selected bidder shall within 7 days(s) of the receipt of the
LOA, sign and return the duplicate copy of the LOA in acknowledgement thereof. In
the event, duplicate copy of the LOA duly signed by the bidder is not received within
the stipulated time, the Authority may, unless it consents to extension of time for
submission thereof, shall blacklist the bidder for a period of two years as per the
provisions of Bid Securing Declaration (Appendix-T) for participation in the tendering
process for the works of DDP-DGQA and works under the centrally sponsored schemes
as damages on account of failure of the selected bidder to acknowledge the LOA.

After acknowledgment of LOA as aforesaid by the selected bidder, it shall cause the
bidder to execute the Agreement within the period prescribed in clause 5.1. The selected
bidder shall not be entitled to seek any deviation, modification or amendment in the
Agreement.

Bids shall be deemed to be under consideration immediately after they are opened and
Contacts during 15.7
until such time the Authority makes official intimation of award/ rejection to the
bid evaluation
Bidders. While the Bids are under consideration, bidders and / or their representatives
or other interested parties are advised to refrain, save and except as required under the
Bidding documents, from contacting by any means, the Authority and/or their
employees/ representatives on matters related to the Bids under considerations.

All documents and other information supplied by the Authority or submitted by the
Proprietary data 15.8
Bidder to the Authority shall remain or become the property of the Authority. Bidders
are to treat all information’s as strictly confidential and shall not use it for any purpose
other than for preparation and submission of their Bid. The Authority will not return
any bids, or any information provided along therewith.

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(Ministry of Defence, Govt. of India)

Save and except as provided in the RFP, the Authority shall not entertain any
Correspondence 15.9
correspondence with any bidder in relation to the acceptance or rejection of any Bid.
with Bidder
However, the Authority would display the result of the technical evaluation on its web
portal including reasons for non-responsiveness, if any and the financial bid will be
opened thereafter.

A Bidder or any of its constituents shall not have conflict of interest. All bidders found
Conflict of Interest 15.10
to have a conflict of interest shall be disqualified. A Bidder shall be considered to be in
conflict of interest with one or more parties in the bidding process, if, including but not
limited to:

 JV/ consortium members of a bidder cannot be members of any other JV/

consortium either directly or indirectly through any of its Associates1, so that a
conflict of interest does not arises amongst the bidders.
 They have controlling stakeholders in common; or
 They receive or have received any direct or indirect subsidy from any of them;
or
 They have the same legal representative for purpose of this bid; or
 They have a relationship with each other, directly or through common third
parties, that puts them in a position to have access to material information about
or improperly influence the bid of another bidder, or influence the decision of
the Authority regarding the bidding process; or
 A bidder participates in more than one bid in this bidding process, either
individually or as a partner in a joint venture. This will result in the
disqualification of all bids in which the bidder is involved.
 A bidder, joint venture partner, associates, parent company, or any affiliated
entity, participated as a consultant in the preparation of the design or technical
specifications of the services that are subject of the bid; or
 A bidder was affiliated with a firm or entity that has been hired (or is proposed
to be hired) by the Authority as Engineer for the contract; or
 A bidder would be providing goods, works, or non-consulting services
resulting from or directly related to consulting services for the preparation or
implementation of the project specified in the RFP that it provided or were
provided by any affiliate that directly or indirectly controls, is controlled by, or
is under common control with that firm.

1
“Associate” means, in relation to either Party {and / or JV / Consortium Members}, a person who controls, is controlled by, or is under the
common control with such Party {or JV / Consortium Member} (as used in this definition, the expression “control” means, with respect to a
person which is a company or corporation,
(a) the ownership, directly or indirectly, of more than 50% (fifty per percent) of the voting shares of such person; or
(b) holding more than 50% (fifty percent) of the voting rights of such person by virtue of an agreement; or
(c) the power to govern the policy decisions of such person under statute or an agreement; or
(d) to appoint or remove the majority of the members of the board of directors; or
(e) to cast the majority of votes at a meeting of the board of directors;
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 or by contract or otherwise

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(Ministry of Defence, Govt. of India)

16.1 Only those Bidders, who meet the eligibility criteria as specified in Clause 2.1 and 12
16. Evaluation
above shall qualify for the next stage of evaluation of Technical Bids as per Clause 13
Parameters
and 14. Bids of the firms who do not meet these criteria shall be rejected and will not
be evaluated further.

Authority will undertake evaluation of the Technical Bids of the Bidders fulfilling the
above-mentioned criteria and shall assign marks as per the scoring given at Clause 17.1
(c). Each responsive bid shall be scrutinized to ascertain the fulfillment of the aspects
as described in Clause 10 and relevant provisions of this RFP document and DTIS
scheme.

17.1 a. Bidders fulfilling the requirement of Clause 16, will be qualified for the next stage
17. Technical
scoring of technical evaluation. The marking for the technical evaluation will be as per
framework clause 17.1 (c). Bidders who score at least 70 marks out of 100 in the overall
technical evaluation would be eligible for the next stage of evaluation, i.e., financial
bid opening.

b. SPV members can jointly meet the scoring criteria, i.e., if one member of the
consortium meets the required technical criteria, the consortium will be considered
meeting the respective criteria

c. Bidders will be awarded highest score for providing highest number of tests as well
as highest capacity, highest capability and wider range for each test. Bidders
offering Mil standards certifications and global certifications for each test will be
awarded highest marks.

d. The bidders are required to submit duly signed and stamped Appendix R & S
providing the list of Mandatory and Additional tests proposed to be undertaken by
the bidder.

e. The evaluation committee will score the Technical Bids based on the technical
evaluation criteria provided below:

Table 1 : Overview of Technical Evaluation Criteria

S. No Criteria Segment Marks

a. Similar experience 10

b. Tests and testing range, capability and capacity 30

c. Certifications and military standards 10

d. Detailed project report (DPR) 30

e. Presentation on DPR including business proposal, tests and 20

testing capacities, test equipment, standards, infrastructure,
etc.

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Total 100

Similar Experience 17.2 Similar experience refers to Bidder having experience in executing similar work which
includes undertaking testing, calibration. quality control, certification etc., and similar
industry which includes aerospace and defence, automotive, heavy industries,
electronics, mechanical, etc. The Bidder will need to provide these details as part of
their DPR.
Table 2 : Similar Experience
Supporting
S. Max
Requirement Documents / Scoring
No. Marks
Details
1.
Number of different Bidder to 5  1 mark for 2
type of tests in similar provide self- type of tests
industry certification
 2 marks for 3
accompanied
to 5 type of
with supporting
tests
documents.
 3 marks for 6
(Note: The self-
to 8 type of
certificate shall
tests
be signed by the
Chairman/  4 marks to 9
Managing to 10 type of
Director/ CEO/ tests
Head of the
 5 marks for
organization.)
>10 type of
tests

2.
Number of years of Bidder to 5  5 marks for
experience in the provide self- >5 years of
Communication(EW) certification experience in
testing accompanied EW testing,
with supporting testing, QC
documents. and
(Note: The self- certification
certificate shall  4 marks for 1
be signed by the to <=5 to >4
Chairman/ years of
Managing experience in
Director/ CEO/ EW testing,

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Head of the QC and

organization.) certification
 3 marks for
<=4 to >3
years of
experience in
EW testing,
QC and
certification
 2 marks for
<=3 to >2
years of
experience in
EW testing,
QC and
certification
 1 mark for
<=2 to >1
years of
experience in
EW testing,
QC and
certification

Tests and testing 17.3 As part of the tests and testing capabilities scoring criteria, Bidders will be required to
capability, range provide details of the tests they will be providing as part of their DTIS facility. The
and capacity marks will be awarded based on the test range, capability and capacity offered by the
bidders for each test.
a. Range: It refers to the operating range of the test equipment for each test. The
bidder offering the highest range for a particular test will be awarded maximum
marks of 0.25.
b. Capacity: It refers to the number of tests that can be carried out per year using
the test equipment. The bidder offering the highest capacity for a particular test
will be awarded maximum marks of 0.25.
c. Capability: It refers to the size of the equipment being tested. The bidder
offering the highest capability for a particular test will be awarded maximum
marks of 0.25.
Table 3 : Technological Capabilities

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Supporting
S. Max
Parameter Documents Scoring
No. Marks
/ Details
1.
Proposed Signed  26.25  Maximum marks for each test will
mandatory Undertaking marks be allocated to the bidder offering
tests (total by the the maximum range, capability
 0.75
35 tests), bidder and capacity for the test
mark
as
per test  The marks provided to other
mentioned
bidders will be proportionate to its
in
proposed range and capacity for
Appendix
each test as compare to that of the
P
highest range, capability and
capacity proposed by any bidder
 Calculation of the score is shown
below this table along with an
example

2.
Tests Signed  3.75  Maximum marks for each test will
proposed Undertaking marks be allocated to the bidder offering
in by the the maximum range, capability
 0.75
addition bidder and capacity for the test
mark
to the
per test  The marks provided to other
mandatory
bidders will be proportionate to its
tests (total
proposed range and capacity for
5
each test as compare to that of the
additional
highest range, capability and
tests), as
capacity proposed by any bidder
mentioned
in  Calculation of the score is shown
Appendix- below this table along with an
P example

Total technical score for mandatory tests = ∑ Technical score of each mandatory test
Technical score for each mandatory test = {0.3 * (Range of the test proposed by the
bidder / maximum range proposed by any bidder) + 0.3 * (Capacity of the test proposed
by the bidder / maximum capacity proposed by any bidder) + 0.4 * (Capability of the
test proposed by the bidder / maximum capability proposed by any bidder)} } x 0.75
For example, let us say, for Antenna test the maximum capacity proposed by any bidder
is 1000 units per year. The highest frequency range for the test is 20 MHz to 40 MHz.
The highest size/dimension of equipment being proposed to be tested for a radar of
1000 cubic-feet. Now if Bidder A proposes to provide an Antenna test for frequency

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range of 20 MHz to 30 MHz with an annual capacity of 900 units per year for a radar
of 500 cubic feet, the technical score for the bidder for Antenna test will be given by:
Technical score for Antenna test for Bidder A = {0.3*(10/20) + 0.3* (900/1000) + 0.4*
(500/1000)} * 0.75 = {0.15+ 0.27+0.20} * 0.75 = 0.62* 0.75 = 0.47
Similarly, total technical score for additional tests = ∑Technical score of each
additional test
Technical score for each additional test = {0.3 * (Range of the test proposed by the
bidder / maximum range proposed by any bidder) + 0.3 * (Capacity of the test proposed
by the bidder / maximum capacity proposed by any bidder) + 0.4 * (Capability of the
test proposed by the bidder / maximum capability proposed by any bidder)} } x 0.75

Certifications and 17.4 As part of the certifications and military standards scoring criteria, Bidders will be
military standards required to provide details of the certifications they will be providing as part of their
DTIS facility.

Table 4 : Certifications and military standards

S. Requirement Supporting Max Scoring

No. Documents / Marks
Details
1.
International Accreditations 5  5 marks for
certifications upto 100%
proposed
tests
 4 marks for
upto 90%
proposed
tests

 3 marks for
upto 80%
proposed
tests
 2 marks for
upto 70%
proposed
tests

 1 mark for
upto 60%
proposed
tests

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2.
Mil Standards Certifications 5  5 marks for
upto 100%
proposed
tests

 4 marks for
upto 90%
proposed
tests
 3 marks for
upto 80%
proposed
tests

 2 marks for
upto 70%
proposed
tests
 1 mark for
upto 60%
proposed
tests

Detailed project 17.5 DPR being submitted by the Bidder as part of their Bid, will be evaluated and scored
report (DPR) basis the keys aspects as provided below:
Table 14 DPR Evaluation
S. Max
Requirement
No. Marks
1 Understanding of the requirement and
ability of the proposed facility to meet DTIS
objectives
2 Coverage of the following areas –
1. Market understanding & Revenue
(estimated market potential) 30
2. Business model
3. Infrastructure plan
4. Proposed test and test capabilities
(including capability, range and
capacity)
5. Details of the test facility and testing
capabilities

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6. Financial sustainability model

7. Certification (National & International)
8. Standards (Mil-standards)
9. O&M Philosophy
10. Measurable outcomes envisaged
Presentation on 17.6 Bidders will be required to give a presentation on business proposal, proposed tests,
DPR including test capabilities etc., to the evaluation committee. Date and time of the presentation will
business proposal, be communicated to the Bidder if their proposal qualifies the pre-qualification stage.
tests and testing
capabilities / Table 5 : Presentation evaluation
capacities, test S. Max
equipment, Requirement
No. Marks
standards,
infrastructure, etc. 1 Understanding of the requirement
2 Technical Presentation covering following
areas –
1. Proposed business model
2. Estimated market potential
3. Financial sustainability model
4. Infrastructure being created
5. Proposed test and test capabilities
(including capability, range and
capacity) 20
6. Details of the test facility and testing
capabilities
7. Operations plan (processes, tools,
technologies)
8. Certifications and standards
3 Relevant Case Study presentation, along with
the strategy/plan to use the key learnings for
DTIS Project
4 Answer to the queries raised by the Committee
members

18. Completion 18.1 The Implementation Agency/ SPV will be issued a completion certificate by the
Certificate Authority after completion and commissioning of the DTI facility. To obtain the
completion certificate, the Implementation Agency shall be required to achieve the
following:

 The IA/ SPV has achieved the completion of the Project as per the Scope of the
Project, DPR and the determining of the tests to be successful and the
demonstration of the readiness as per the Contract Agreement
 The IA/ SPV has obtained necessary statutory approvals for the Project
 The IA/ SPV has obtained necessary accreditations and certification for
undertaking the operations of the prescribed testing infrastructure as per the
DPR, Scope of the Project and as per the Contract

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 The IA/ SPV has obtained necessary calibration certificates of all the
Equipment/ Machineries

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SECTION – III: BID DATA SHEET

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BID DATA SHEET

Reference Particulars Description

Director General of Quality Assurance, India,

ITB1.1 Authority Ministry of Defence
Least Cost (Grant in Aid) Selection
ITB 15.6 Method of Selection
DEVELOPMENT, OPERATION AND
MANAGEMENT OF DEFENCE TESTING
INFRASTRUCTURE (DTI) FOR
ITB Name of the Assignment / Job
COMMUNICATION TESTING UNDER THE
DEFENCE TESTING INFRASTRUCTURE
SCHEME (DTIS)
Date : 11.01.2022
Time : Latest by 1600Hrs (IST)
Submission: Offline submission (Hardcopy)
One Original and One Copy along with a CD
Last Date & time for submission containing a scanned copy of the Technical Bid.
ITB 5.1
of Bid
Address: DDP / DGQA
DQA (WP), Floor 6, “B” Block , MoD Complex,
Africa Avenue
New Delhi-110023, India

Date : 13.12.2022
ITB 5.1 Pre- Bid Meeting Time : 1430 hrs
Venue: Online through video Conferencing
Date : 12.12.2021
ITB 5.1 Last date for seeking clarifications Time : 1600 hrs
Email Id: dtis-dqawp@navy.gov.in
I&B 4.1 Bid Securing Declaration Bid Securing Declaration as per Appendix T

ITB 5.1 Bid Validity Period 180 Days

Allowed
ITB JV / Consortium
Name: Cdr. QA-DTIS, DQA(WP)
ITB 6.1 Authorized Representative Email: Dtis-dqawp@navy.gov.in

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Date: 14.01.2022
ITB 5.1 Bid opening Date Time: 1530 hrs

As per policy of Govt. of India to encourage ‘Make in

India’ and promote manufacturing and production of
goods and services in India, the provisions vide order
- Make in India no. P-45021/2/2017-PP (B.E-II) dated 04.06.2020 on
the subject “Public Procurement (Preference to Make
in India), Order 2017 – Revision” shall be fully
applicable

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SECTION – IV: FRAUD & CORRUPT PRACTICES

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1. Fraud & Corrupt 1.1 The Bidders and their respective officers, employees,
practices agents and advisers shall observe the highest standard of
ethics during the Bidding Process and subsequent to the
issue of the LOA and during the subsistence of the
Contract Agreement. Notwithstanding anything to the
contrary contained herein, or in the LOA or the Contract
Agreement, the Authority may reject a Bid, withdraw the
LOA, or terminate the Contract Agreement, as the case may
be, without being liable in any manner whatsoever to the
Bidder or Implementation agency, as the case may be, if
it determines that the Bidder or Implementation agency, as
the case may be, has, directly or indirectly or through an
agent, engaged in corrupt practice, fraudulent practice,
coercive practice, undesirable practice or restrictive practice
in the Bidding Process. In such an event, the Authority shall
be entitled to forfeit and appropriate the Performance
Security and Blacklist the bidders for a period of two years
as per the provisions of Bid Securing Declaration
(Appendix-T) for participation in the tendering process for
the works of DDP-DGQA and works under other centrally
sponsored schemes, as the case may be, as Damages,
without prejudice to any other right or remedy that may be
available to the Authority under the Bidding Documents
and/ or the Contract Agreement, or otherwise.

Without prejudice to the rights of the Authority under the

above Clause hereinabove and the rights and remedies which
the Authority may have under the Bidding Documents, LOA
or the Contract Agreement, or otherwise if a Bidder or the
Implementation agency, as the case may be, is found by the
Authority to have directly or indirectly or through an agent,
engaged or indulged in any corrupt practice, fraudulent
practice, coercive practice, undesirable practice or restrictive
practice during the Bidding Process, or after the issue of the
LOA or the execution of the Contract Agreement, such
Bidder or the Implementation agency shall not be eligible to
participate in any tender or RFP issued by the Authority
during a period of 2 (two) years from the date such Bidder or
the Implementation agency, as the case may be, is found by
the Authority to have directly or indirectly or through an
agent, engaged or indulged in any corrupt practice, fraudulent
practice, coercive practice, undesirable practice or restrictive
practices, as the case may be

For the purposes of this Section IV, 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

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employment to, or employing, or engaging in any manner

whatsoever, directly or indirectly, any official of the
Authority who is or has been associated in any manner,
directly or indirectly, with the Bidding Process or the LOA or
has dealt with matters concerning the Contract Agreement or
arising therefrom, before or after the execution thereof, at any
time prior to the expiry of one year from the date such official
resigns or retires from or otherwise ceases to be in the service
of the Authority, shall be deemed to constitute influencing the
actions of a person connected with the Bidding Process); or
(ii) save and except as permitted under sub-clause (d) of ITB
Clause 2.1, engaging in any manner whatsoever, whether
during the Bidding Process or after the issue of the LOA or
after the execution of the Contract Agreement, as the case
may be, any person in respect of any matter relating to the
Project or the LOA or the Contract Agreement, who at any
time has been or is a legal, financial or technical advisor of
the authority in relation to any matter concerning the Project;

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;
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;

undesirable practice” means (i) establishing contact with any

person connected with or employed or engaged by the
Authority with the objective of canvassing, lobbying or in any
manner influencing or attempting to influence the Bidding
Process; or (ii) having a Conflict of Interest; and

restrictive practice” means forming a cartel or arriving at any

understanding or arrangement among Bidders with the
objective of restricting or manipulating a full and fair
competition in the Bidding Process.

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SECTION – V: PRE-BID MEETING

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1. Pre-Bid meeting 1.1 A Pre-bid meeting shall be held as per the date and time
mentioned in the Notice Inviting Bid and as per the details
mentioned below. The bidders willing to attend the Pre-bid
meeting should inform the Authority beforehand in writing
and / or through email. The representatives attending the Pre-
bid meeting must submit an authority letter, through email,
duly signed by the authorized signatory of his / her
organization permitting the representatives to attend the Pre-
bid meeting on behalf of the respective Applicant.

1.2 During the course of Pre-bid meeting, the bidders will be free
to seek clarifications and make suggestions for consideration
by the Authority. The Authority will endeavour to provide
clarifications and such further information as it may, in its sole
discretion, consider appropriate.

1.3 The Bidder is advised to study the Bidding Documents

completely and submit the queries in writing or by email to the
Authority. The queries should be sent to the Authority at least
2 (two) working days before the scheduled Pre- Bid
Conference.

1.4 It is to inform that a maximum of 05 (five) representative of

each bidder shall be allowed to participate in the Pre-bid
conference.

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SECTION – VI: MISCELLANEOUS

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1. Miscellaneous 1.1 The Bidding Process shall be governed by, and construed
in accordance with, the laws of India and the Courts in
(name of the place) shall have exclusive jurisdiction over
all disputes arising under, pursuant to and/ or in
connection with the Bidding Process.
1.2 The Authority, in its sole discretion and without incurring
any obligation or liability, reserves the right, at any time,
to;
(a) suspend and/ or cancel the Bidding
Process and/ or amend and/ or supplement the
Bidding Process or modify the dates or other
terms and conditions relating thereto;

(b) consult with any Bidder in order to

receive clarification or further information;

(c) qualify or not to qualify any Bidder and/

or to consult with any Bidder in order to receive
clarification or further information;

(d) retain any information and/ or evidence

submitted to the Authority by, on behalf of, and/
or in relation to any Bidder; and/ or

(e) independently verify, disqualify, reject

and/ or accept any and all submissions or other
information and/ or evidence submitted by or on
behalf of any Bidder
1.3 It shall be deemed that by submitting the Bid, the Bidder
agrees and releases the Authority, its employees, agents
and advisers, irrevocably, unconditionally, fully and
finally from any and all liability for claims, losses,
damages, costs, expenses or liabilities in any way related
to or arising from the exercise of any rights and/ or
performance of any obligations hereunder and the Bidding
Documents, pursuant hereto, and/ or in connection with
the Bidding Process, to the fullest extent permitted by
applicable law, and waives any and all rights and/ or
claims it may have in this respect, whether actual or
contingent, whether present or in future.

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APPENDICES

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Appendix – A
Letter Comprising the Technical Bid

To,
………………..
DQA (WP)/ DDP DGQA
Floor-6, “B” Block, MoD Complex
Africa Avenue
New Delhi - 110023

Sub: Bid for Development, Operation and Management of Defence Testing Infrastructure (DTI) for
Communication testing under the Defence Testing Infrastructure Scheme (DTIS)
Dear Sir,

With reference to your RFP document dated ……… we, having examined the RFP, Contract Agreement
and other related documents and understood its content, hereby submit our Bid for the aforesaid project.
The Bid is unconditional and unqualified. We undertake to fully co-operate with the Authority throughout
the bidding process.
2. We acknowledge that the Authority will be relying on the information provided in the Bid and the
documents accompanying such Bid for selection of the Bidders for the aforesaid project, and we
certify that all information provided in the Bid and in all is true and correct; nothing has been
omitted which renders such information misleading; and all documents accompanying such Bid are
true copies of their respective originals.

3. This statement is made for the express purpose of qualifying as a Bidder for (Name of the Project)

4. We shall make available to the Authority any additional information it may find necessary or
require to supplement or authenticate the documents submitted along with Bid.

5. We acknowledge the right of the Authority to reject our Bid without assigning any reason or
otherwise and hereby waive, to the fullest extent permitted by applicable law, our right to challenge
the same on any account whatsoever.

6. We certify that in the last three years, any of the Joint Venture Members have neither failed to
perform on any contract, as evidenced by imposition of a penalty by an arbitral or judicial Authority
or a judicial pronouncement or arbitration award, nor been expelled from any project or contract
by any public Authority nor have had any contract terminated by any public Authority for breach
on our part.

7. We declare that:

a. We have examined and have no restrictions to the RFP document, Contract Agreement and
other documents accompanied with this RFP including any addendum issued by the
Authority; and

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b. We or any member of our JV/ consortium have not been blacklisted by central or any state
government as on the date of submission of the Bid.

c. We, agree if the work is awarded to us, we shall be responsible for obtaining statutory
clearances required for weapons and Communication (if required)

d. We shall not undertake this project by availing funding from any other scheme of the
Government of India.

8. We understand that the Authority may cancel the Bidding Process at any time and that you are
neither bound to accept any Bid that you may receive nor to invite the Bidders to Bid for the Project,
without incurring any liability to the Bidders, in accordance with Section II Clause 4 of the RFP
document.

9. We believe that we/ our Joint Venture/ proposed Joint Venture satisfy (ies) the Technical and
Financial Capacity and other criteria and meet(s) all the requirements as specified in the RFP
document and are qualified to submit a Bid.

10. We declare that we/ any Member of the Joint Venture are not a Member of a/ any other Joint
Venture applying for bid.

11. We certify that in regard to matters other than security and integrity of the country, we/ any Member
of the Joint Venture have not been convicted by a Court of Law or indicted or adverse orders passed
by a regulatory Authority which could cast a doubt on our ability to undertake the Project or which
relates to a grave offence that outrages the moral sense of the community.

12. We further certify that in regard to matters relating to security and integrity of the country, we/ any
Member of the Joint Venture have not been charge-sheeted by any agency of the Government or
convicted by a Court of Law.

13. We further certify that no investigation by a regulatory Authority is pending either against us/ any
Member of the Joint Venture or against our CEO or any of our directors/ managers/ employees.

14. We undertake that in case due to any change in facts or circumstances during the Bidding Process,
we are attracted by the provisions of disqualification in terms of the provisions of this RFP, we
shall intimate the Authority of the same immediately.

15. The Statement of Legal Capacity as per format provided at Appendix-H of the RFP document, and
duly signed, is enclosed. The power of attorney for signing of bid and the power of attorney for
Lead Member of Joint Venture, as per format provided at Appendix-B and C respectively of the
RFP, are also enclosed.

16. We hereby irrevocably waive any right or remedy which we may have at any stage at law or
howsoever otherwise arising to challenge or question any decision taken by the Authority in
connection with the selection of Bidders, selection of the Bidder, or in connection with the
selection/ Bidding Process itself, in respect of the above mentioned Project and the terms and
implementation thereof.

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17. In the event of my/ our being declared as the Selected Bidder, I/we agree to enter into a Agreement
in accordance with the draft that has been provided to me/us prior to the BID Due Date. We agree
not to seek any changes in the aforesaid draft and agree to abide by the same.

18. We have studied all the Bidding Documents carefully and also surveyed the project. We understand
that except to the extent as expressly setforth in the Agreement, we shall have no claim, right or
title arising out of any documents or information provided to us by the Authority or in respect of
any matter arising out of or relating to the Bidding Process including the award of Agreement.

19. We certify that in terms of RFP requirement, Our/ members of our JV members have positive net
worth at the time of the submission of this RFP.

20. We agree and undertake to abide by all the terms and conditions of the RFP document.

21. We agree and undertake to be jointly and severally liable for all the obligations of the
Implementation agency under the contract agreement.

22. We are providing the Bid Securing declaration as per Appendix T as specified in clause ………. of
the RFP to the Authority in accordance with the RFP conditions.

23. We shall keep Bid valid for 180 days from the Bid due date specified in the RFP.

24. We hereby submit our bid and offer a Bid price as indicated in our Financial Bid for undertaking
the aforesaid project in accordance with the Bidding documents and the Agreement.

25. We agree and understand that the Bid is subject to the provisions of the Bidding Documents. In no
case, I/We shall have any claim or right of whatsoever nature if the Project is not awarded to me/us
or our Bid is not opened or rejected.

26. We agree and understand that the selected bidder shall incorporate a Section – 8 company under
the Companies Act 2013.

In witness thereof, we submit this Bid under and in accordance with the terms of RFP document.
Yours Faithfully,
Date: (signature, name and designation of the Authorised signatory)
Place: Name and seal of the Bidder/ Lead Member

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Annexure-I
Particulars of the Bidder
Information required against Sr No. 1 to 4 and 7 to 8 should be provided for all the members of the
Consortium/ JV.
1. Applicant No (Lead Bidder)
(a) Name of the Bidder
(b) Country of Incorporation
(c) Address of Communication
(d) Date of incorporation and/ or commencement of business

2. Brief Description of the company including details of its main lines of business and proposed role
and responsibilities in this project.

3. Details of the individual(s) who will serve as the point of contact/ communication for the
Authority:

a. Name:
b. Designation
c. Company
d. Address
e. Telephone Number
f. E-mail Address
g. Fax Number

4. Particulars of the Authorized Signatory of the bidder

a. Name:
b. Designation
c. Address
d. Phone Number
e. Fax Number

5. A Copy of the Jt. Bidding Agreement, as envisaged in clause …………… should be attached to
the bid
6. Information regarding the role of each member should be provided as per table below:

S.No Name of the Member Role* of each Percentage$ of

member proposed equity
shareholding in the
SPV
1
2
3
4
5

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(Ministry of Defence, Govt. of India)

*The role of each Member, as may be determined by the bidder, should be indicated which
member is the Lead member of the consortium.
$The Percentage equity should be in accordance with clause ………..

7. The following information shall also be provided for each member of the consortium: Name of
the Bidder/ Member of the Consortium:

S.No Criteria Yes No

1. Has the Bidder/ constituent of the consortium
been barred by the Central/ state Government,
or any entity controlled by it, from
participating in any project?
2. If the answer to 1 is yes, does the bar subsist as
on the date of bid?
3. Has the Bidder/ constituent of the consortium
been penalized due to any other reason in
relation to execution of a contract, in the last
three years?

8. A Statement by each of the Members of the Consortium disclosing material non-performance or

contractual non-compliance in past projects, contractual disputes and litigation/ arbitration in the
recent past is given below (attach extra sheets, if necessary).

(signature, name and designation of the Authorised signatory)

Notes:
1. The Bidder is requested to attach Copy of Memorandum & Article of Association for each of the
JV members/ Consortium members along with this appendix.
2. The Bidder is requested to avoid attaching brochure of their organization along with this
appendix.

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(Ministry of Defence, Govt. of India)

Appendix – B
Power of Attorney for Lead member of Joint Venture

Whereas the (The Authority) has invited the bids from interested parties for the Development,
Operation and Management of Defence Testing Infrastructure (DTI) for Communication testing under
the Defence Testing Infrastructure Scheme (DTIS) (the “Project).
Whereas the following members (1)…………., (2)…………,(3)………..(4)……… and
(5)……………. (collectively the “Consortium”) being Members of the Consortium are interested in
bidding for the Project in accordance with the terms and conditions of the RFP and other connected
documents in respect of the Project, and
Whereas, it is necessary for the Members of the Consortium to designate one of them as the Lead
Member with all necessary power and Authority to do for and on behalf of the Consortium, all acts,
deeds and things as may be necessary in connection with the Consortium’s bid for the Project and its
execution.
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS
We, ……………………… having our registered office at ………………………., M/s. ……………..
having our registered office at ………………………….., M/s………………. having our registered
office at …………………………., M/s ………………….. having our registered office at
…………….., and M/s ……………………having out registered office at ……………., (hereinafter
collectively referred to as the “Principals”) do hereby irrevocably designate, nominate, constitute,
appoint and authorise M/s…………………. having its registered office at ………………….., being
one of the Members of the Consortium, as the Lead Member and true and lawful attorney of the
Consortium hereinafter referred to as the “Attorney”). We hereby irrevocably authorise the Attorney
(with power to sub-delegate) to conduct all business for and on behalf of the Consortium and any one
of us during the bidding process and, in the event the Consortium is awarded the concession/contract,
during the execution of the Project and in this regard, to do on our behalf and on behalf of the
Consortium, all or any of such acts, deeds or things as are necessary or required or incidental to the pre-
qualification of the Consortium and submission of its bid for the Project, including but not limited to
signing and submission of all Bids, bids and other documents and writings, participate in bidders and
other conferences, respond to queries, submit information/ documents, sign and execute contracts and
undertakings consequent to acceptance of the bid of the Consortium and generally to represent the
Consortium in all its dealings with the Authority, and/ or any other Government Agency or any person,
in all matters in connection with or relating to or arising out of the Consortium’s bid for the Project
and/ or upon award thereof till the Contract Agreement is entered into with the Authority.
AND hereby agree to ratify and confirm all acts, deeds and things done or caused to be done by our
said Attorney pursuant to and in exercise of the powers conferred by this Power of Attorney and that
all acts, deeds and things done by our said Attorney in exercise of the powers hereby conferred shall
and shall always be deemed to have been done by us/ Consortium.

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DQA (WP)/ DDP DGQA RFP – COMMUNICATION TESTING
(Ministry of Defence, Govt. of India)

IN WITNESS WHEREOF WE THE PRINCIPALS ABOVE NAMED HAVE EXECUTED THIS

POWER OF ATTORNEY ON THIS …………………………………DAY OF 20……

For For
………………………………. ………………………………..
(Signature) (Signature)
……………………………….. …………………………………
(Name & Title) (Name & Title)

For For
………………………………… …………………………………..
(Signature) (Signature)
……………………………….. …………………………………
(Name & Title) (Name & Title)

Witness:
1. ……………………………..

2. ……………………………..

To be notarized and submitted in Original

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.
 Also, wherever required, the Bidder should submit for verification the extract of the charter
documents and documents such as a board or shareholders’ resolution/ power of attorney in favour
of the person executing this Power of Attorney for the delegation of power hereunder on behalf of
the Bidder.

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DQA (WP)/ DDP DGQA RFP – COMMUNICATION TESTING
(Ministry of Defence, Govt. of India)

 For a Power of Attorney executed and issued overseas, the document will also have to be legalised
by the Indian Embassy and notarised in the jurisdiction where the Power of Attorney is being
issued. However, the Power of Attorney provided by Bidders from countries that have signed the
Hague Legislation Convention 1961 are not required to be legalised by the Indian Embassy if it
carries a conforming Apostille certificate.

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DQA (WP)/ DDP DGQA RFP – COMMUNICATION TESTING
(Ministry of Defence, Govt. of India)

Appendix – C
Power of Attorney for signing the Bid

Know all men by these present, 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 JV/ Consortium and holding the position of , as our true and lawful
attorney (hereinafter referred to as the “Attorney”) to do in our name and on our behalf, all such acts,
deeds and things as are necessary or required in connection with or incidental to submission of our Bid
for the proposed project for Development, Operation and Management of Defence Testing Infrastructure
(DTI) for Communication testing under the Defence Testing Infrastructure Scheme (DTIS) for Department
of Defence Production, Ministry of Defence (the “Authority”) including but not limited to signing and
submission of all Bids, bids and other documents and writings, participate in bidders and other conferences
and providing information/ responses to the Authority, representing us in all matters before the Authority,
signing and execution of all contracts including the Contract Agreement and undertakings consequent to
acceptance of our bid, and generally dealing with the Authority in all matters in connection with or
relating to or arising out of our bid for the said Project and/ or upon award thereof to us and/or till the
entering into of the Contract Agreement with the Authority.

AND we hereby agree to ratify and confirm and do hereby ratify and confirm all acts, deeds and things
done or caused to be done by our said Attorney pursuant to and in exercise of the powers conferred by this
Power of Attorney and that all acts, deeds and things done by our said Attorney in exercise of the powers
hereby conferred shall and shall always be deemed to have been done by us.

IN WITNESS WHEREOF WE, ........................................................... ., THE ABOVE NAMED PRINCIPAL

HAVE EXECUTED THIS POWER OF ATTORNEY ON THIS ……………… DAY OF ………. 20….
For

(Signature, name, designation and address)

Witness:
1. ……………………………..

2. ……………………………..

To be notarized and submitted in Original

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DQA (WP)/ DDP DGQA RFP – COMMUNICATION TESTING
(Ministry of Defence, Govt. of India)

Appendix – D
Joint Bidding Agreement
(To be executed on Stamp paper of appropriate value)
THIS JOINT BIDDING AGREEMENT is entered into on this the day ……….. of ……………, 20….

AMONGST
1. {Company 1……} and having its registered office at ……………… (hereinafter referred to as
the “First part” which expression shall, unless repugnant to the context include its successors and
permitted assigns)

AND
2. {Company 2……} and having its registered office at ……………… (hereinafter referred to as
the “Second part” which expression shall, unless repugnant to the context include its successors
and permitted assigns)

AND
3. {Company 3……} and having its registered office at ……………… (hereinafter referred to as
the “Third part” which expression shall, unless repugnant to the context include its successors and
permitted assigns)

AND
4. {Company 4……} and having its registered office at ……………… (hereinafter referred to as
the “Fourth part” which expression shall, unless repugnant to the context include its successors
and permitted assigns)

AND
5. {Company 5……} and having its registered office at ……………… (hereinafter referred to as
the “Fifth part” which expression shall, unless repugnant to the context include its successors and
permitted assigns)

The above mentioned parties of the FIRST, SECOND, THIRD, FOURTH and FIFTH PART are
collectively referred to as the “Parties” and each is individually referred as a “Party’

WHEREAS,

(A) ……………………………, (hereinafter referred as the “Authority” which expression shall, unless
repugnant to the context or meaning thereof, include its administrators, successors and assigns) has
invited Bids (the Bids) by its request for Proposal No dated (the RFP) for the Development,
Operation and Management of Defence Testing Infrastructure (DTI) for Communication testing
under the Defence Testing Infrastructure Scheme (DTIS) for Department of Defence Production,
Ministry of Defence.

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(Ministry of Defence, Govt. of India)

(B) The Parties are interested in jointly bidding for the Project as members of a consortium and in
accordance of the terms and conditions of the RFP document and other bid documents in respect
of the Project, and

(C) It is a necessary condition under the RFP document that the members of the consortium shall
enter into a Joint Bidding Agreement and furnish a copy thereof with the Bid

NOW IT IS HEREBY AGREED as follows:

1. Definitions and Interpretations
In this Agreement, the capitalised terms shall, unless the context otherwise requires, have the
meaning ascribed thereto under the RFP.
2. Consortium
a. The Parties do hereby irrevocably constitute a consortium (the “Consortium”) for the
purposes of jointly participating in the Bidding Process for the Project.
b. The Parties hereby undertake to participate in the Bidding Process only through this
Consortium and not individually and/ or through any other consortium constituted for this
Project, either directly or indirectly or through any of their Associates.
3. Covenants
The Parties hereby undertake that in the event the Consortium is declared the selected Bidder and
awarded the Project, it shall incorporate a special purpose vehicle (the SPV”) under section -8 of
the Indian Companies Act, 2013 for entering into a Contract Agreement with the Authority and for
performing all its obligations as the Implementation agency in terms of the Contract Agreement for
the Project.
4. Role of the Parties
The Parties hereby undertake to perform the roles and responsibilities as described below:

(a) Party of the First Part shall be the Lead member of the Consortium and shall have the power
of attorney from all Parties for conducting all business for and on behalf of the Consortium
during the Bidding Process and until the Appointed Date under the Contract Agreement
when all the obligations of the SPV shall become effective;
(b) Party of the Second Part shall be {the Technical Member of the Consortium ;}
(c) Party of the Third Part shall be {the Financial Member of the Consortium}; and
(d) Party of the Fourth Part shall be the additional Other Member of the Consortium.
(e) Party of the Fifth Part shall be the additional other Member of the Consortium

5. Joint and Several Liability

The Parties do hereby undertake to be jointly and severally responsible for all obligations and
liabilities relating to the Project and in accordance with the terms of the RFP and the Contract
Agreement, till such time as the date of commercial operation for the Project is achieved under and
in accordance with the Contract Agreement.

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(Ministry of Defence, Govt. of India)

6. Shareholding in the SPV

a. The Parties agree that the proportion of shareholding among the Parties in the SPV shall
be as follows:
First Party:
Second Party:
Third Party;
Fourth Party:
Fifth Party;
7. Representation of the Parties
Each Party represents to the other Parties as of the date of this Agreement that:
(a) Such Party is duly organized, validly existing and in good standing under the laws of its
incorporation and has all requisite power and Authority to enter into this Agreement;
(b) The execution, delivery and performance by such Party of this Agreement has been authorised
by all necessary and appropriate corporate or governmental action and a copy of the extract of the
charter documents and board resolution/ power of attorney in favour of the person executing this
Agreement for the delegation of power and Authority to execute this Agreement on behalf of the
Consortium Member is annexed to this Agreement, and will not, to the best of its knowledge:
(i) require any consent or approval not already obtained;
(ii) violate any Applicable Law presently in effect and having applicability to it;
(iii) violate the memorandum and articles of association, by-laws or other applicable
organisational documents thereof;
(iv) violate any clearance, permit, concession, grant, license or other governmental
authorisation, approval, judgement, order or decree or any mortgage agreement, indenture
or any other instrument to which such Party is a party or by which such Party or any of its
properties or assets are bound or that is otherwise applicable to such Party; or
(v) create or impose any liens, mortgages, pledges, claims, security interests, charges
or Encumbrances or obligations to create a lien, charge, pledge, security interest,
encumbrances or mortgage in or on the property of such Party, except for encumbrances
that would not, individually or in the aggregate, have a material adverse effect on the
financial condition or prospects or business of such Party so as to prevent such Party from
fulfilling its obligations under this Agreement;
(c) this Agreement is the legal and binding obligation of such Party, enforceable in accordance with
its terms against it; and
(d) there is no litigation pending or, to the best of such Party’s knowledge, threatened to which it
or any of its Affiliates is a party that presently affects or which would have a material adverse effect
on the financial condition or prospects or business of such Party in the fulfillment of its obligations
under this Agreement.

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(Ministry of Defence, Govt. of India)

8. Termination
This Agreement shall be effective from the date hereof and shall continue in full force and effect
until financial close of the Project is achieved under and in accordance with the Contract
Agreement, in case the Project is awarded to the Consortium. However, in case the Consortium is
either not qualified for the Project or does not get selected for award of the Project, the Agreement
will stand terminated in case the Bidder is not qualified, as the case may be
9. Miscellaneous
a. This Joint Bidding Agreement shall be governed by laws of India.
b. The Parties acknowledge and accept that this Agreement shall not be amended by the
Parties without the prior written consent of the Authority.

IN WITNESS WHEREOF THE PARTIES ABOVE NAMED HAVE EXECUTED AND

DELIVERED THIS AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN:
SIGNED, SEALED AND DELIVERED For and on behalf of
LEAD MEMBER by:
……………………………..
(Signature)
……………………………..
(Name)
……………………………..
(Designation)

SIGNED, SEALED AND DELIVERED For and on behalf of

SECOND PART by:
……………………………..
(Signature)
……………………………..
(Name)
……………………………..
(Designation)

SIGNED, SEALED AND DELIVERED For and on behalf of

THIRD PART by:
……………………………..
(Signature)
……………………………..
(Name)
……………………………..
(Designation)

SIGNED, SEALED AND DELIVERED For and on behalf of

FOURTH PART by:
……………………………..

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(Signature)
……………………………..
(Name)
……………………………..
(Designation)

SIGNED, SEALED AND DELIVERED For and on behalf of

FIFTH PART by:
……………………………..
(Signature)
……………………………..
(Name)
……………………………..
(Designation)

In presence of
1. 2.

Notes:

1. The mode of the execution of the Joint Bidding Agreement should be in accordance with
the procedure, if any, 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.

2. Each Joint Bidding Agreement should attach a copy of the extract of the charter
documents and documents such as Board resolution /power of attorney in favour of the person
executing this Agreement for the delegation of power and Authority to execute this
Agreement on behalf of the Consortium Member.

3. For a Joint Bidding Agreement executed and issued overseas, the document shall
be legalised by the Indian Embassy and notarized in the jurisdiction where the Power
of Attorney has been executed.

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(Ministry of Defence, Govt. of India)

Appendix – E

Work Experience/ Technical Capacity of the bidder

S.No Name Name Date Date of Project/ Project Supporting

of the of the of Work Work Type document
work client start Completion cost and attached
and its and Details
location Contact
details

Note: The Above-mentioned information is to be substantiated with the document evidence such
as Work order/ Contract agreement/ Work completion certificate from the client duly signed by
the authorized signatory.

Signature of the Authorized representative with Seal

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DQA (WP)/ DDP DGQA RFP – COMMUNICATION TESTING
(Ministry of Defence, Govt. of India)

Appendix – F

Financial capacity of the Bidder

S.No Name of the JV/ Proposed Equity Net
Annual Turnover in each of the
Consortium share in Worth
Financial years
Member shareholding in Year -1
consortium (%) Year -1 Year-2 Year -3
1
2
3
4
5
Total

The above mentioned information needs to supplied by each member of the consortium and shall be duly
certified by the Statutory auditor of the Bidder, in case the bidder does not have a statutory auditor, it may
provide the certificate from its Chartered Accountant.

Signature of the Statutory Auditor Signature of the Authorized representative

Stamp/ Seal Stamp/ Seal

Notes:
1. The Bidder and its constituent/ consortium members shall attach copies of the duly audited
balance sheets and financial statements for the above mentioned period. The financial statements
shall:
a. Reflect the financial situation of the Bidder
b. Be audited by a statutory auditor
c. Be complete, including all notes to the financial statements; and
d. Correspond to accounting periods already completed and audited (no statements for
partial periods shall be requested or accepted).
2. Year 1 will be the latest completed financial year preceding the bidding. Year 2 shall be the year
immediately preceding Year-1 and so on.
3. “Net Worth” shall mean (Subscribed and Paid-up Equity + Reserves) less (aggregate value of the
accumulated losses + deferred expenditure + miscellaneous expenditure not written off + reserves
not available for distribution to equity shareholders) but does not include reserves created out of
revaluation of assets, write-back of depreciation and amalgamation
4. “Turnover” means the gross amount of revenue recognised in the profit and loss account from the
sale, supply, or distribution of goods or on account of services rendered, or both, by a company
during a financial year.

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(Ministry of Defence, Govt. of India)

Appendix – G
Undertaking by the Bidder

To,
………………..
DQA (WP)/ DDP DGQA
Floor-6, “B” Block, MoD Complex
Africa Avenue
New Delhi - 110023

Sub: Bid for Development, Operation and Management of Defence Testing Infrastructure (DTI) for
Communication testing under the Defence Testing Infrastructure Scheme (DTIS)
Dear Sir,

With reference to the above-mentioned RFP document. We, ………………. (1)………….,

(2)…………,(3)………..(4)……… and (5)……………. (collectively the “Consortium”) being Members
of the Consortium hereby make the following declarations:

1. No alteration has been made in any form in the downloaded Tender document

2. I/ We have not been banned or blacklisted by any Government or Quasi government agency or

public sector undertaking.

3. We confirm that the proposed project if awarded to us will not use any funding under any other

scheme.

4. We confirm that we will ensure to proper utilization of the financial grant being provided to us

under the DTIS, if the project is awarded to us.

Signature of the Authorized

Representative with Seal

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DQA (WP)/ DDP DGQA RFP – COMMUNICATION TESTING
(Ministry of Defence, Govt. of India)

Appendix – H
Statement of Legal Capacity
(To be submitted on the letterhead of the bidder/ lead member of consortium)

To,
………………..
DQA (WP)/ DDP DGQA
Floor-6, “B” Block, MoD Complex
Africa Avenue
New Delhi - 110023

Sub: Bid for Development, Operation and Management of Defence Testing Infrastructure (DTI) for
Communication testing under the Defence Testing Infrastructure Scheme (DTIS)

Dear Sir,
We hereby confirm that we/our members in the Consortium (constitution of which has been described in
the Bid) satisfy the terms and conditions laid out in the RFP document.
We have agreed that………… (insert member’s name) will act as the Lead Member of our consortium and
we have agreed that ………….. (insert individual’s name) will act as our representative/will act as the
representative of the consortium on its behalf* and has been duly authorized to submit the RFP. Further,
the authorized signatory is vested with requisite powers to furnish such letter and authenticate the same.

Thanking you,
Yours faithfully,
(Signature, name and designation of the authorized signatory)
For and on behalf of
* Please strike out whichever is not applicable.

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(Ministry of Defence, Govt. of India)

Appendix – J
PROJECT SITE PARTICULARS

To,
………………..
DQA (WP)/ DDP DGQA
Floor-6, “B” Block, MoD Complex
Africa Avenue
New Delhi - 110023

Sub: Bid for Development, Operation and Management of Defence Testing Infrastructure (DTI) for
Communication testing under the Defence Testing Infrastructure Scheme (DTIS)
Dear Sir,
With reference to the above mentioned project, we ……………….. (name of the Bidder) propose to
develop the facility at ……………….. (name of the location) in ………………. (name of the city/ state).
The proposed facility is owned by ……………….. (name of the owner) / leased by ………………. (name
of the lease) for a period of ………. Years and is of …………….. (size of the land) without any
encumbrances and is free of any restrictions.
All relevant documents of the land showing the ownership details and access to the land, along with a layout
plan are enclosed with the bid at ………………. (page number) which shows the owner of the land / lease
agreement of the land is also attached with the same.

Signature of the Authorized

Representative with Seal

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DQA (WP)/ DDP DGQA RFP – COMMUNICATION TESTING
(Ministry of Defence, Govt. of India)

Appendix – K
NON-DISCLOSURE AGREEMENT
(To be submitted on the letter head of lead member of the Applicant)
1. The Applicant (onsite and support team members) shall keep confidential and shall not without the
written consent of the Government - divulge to any third party, any documents, data or other
information furnished directly or indirectly by the Government in connection with the contract,
whether such information has been furnished prior to, during or following termination of the contract.
2. The Applicant also undertakes not to use any information gained by virtue of this Project, in any form,
to prepare, develop, market or sell any system or product for utilization by any other client. The
Applicant agrees to retain the confidential information of the organization in strict confidence, to
protect the security, integrity and confidentiality of such information and to not permit unauthorized
access to or unauthorized use, disclosure, publication or dissemination of such information.
3. The Applicant shall adopt and/ or maintain security processes and procedures to safeguard the
confidentiality of all information received from the Government.
4. The Applicant shall not disclose or in any way assist or permit the disclosure of any information related
to the Government to any third party or person without the express written consent of the Government.
5. The Applicant shall not send any information or data related to the project at any time outside India
for the purpose of storage, processing, analysis or handling.
6. The Applicant shall not engage or appoint any non-resident Indian / foreigner to undertake any activity
related to the Project. The Applicant will not discuss with any member of public, media, press or any
other person about the nature of arrangement / contract between the Government and the Applicant or
the nature of services to be provide by the Applicant to the Government.
7. Upon the completion of period of contract, the Applicant will ensure that all documents, memoranda,
notes and other writings or electronic records prepared by it that include any confidential information
are returned to the Government.
8. If there is any unauthorized disclosure or loss of any of confidential information by the Applicant or
any of its representatives, Applicant will promptly, at its own expense, notify the Government in
writing and take all actions as may be necessary to minimize any damage to the Government as a result
of such disclosure or loss.
9. The obligation not to disclose Confidential Information shall remain in effect after the date of
conclusion of the contract and the provisions of this clause shall survive termination, for whatever
reason of the contract.
Signature (in capacity of)
Name
Designation
Company Seal
Place __________________
Date___________________

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DQA (WP)/ DDP DGQA RFP – COMMUNICATION TESTING
(Ministry of Defence, Govt. of India)

Appendix – L
DETAILED PROJECT REPORT

To,
………………..
DQA (WP)/ DDP DGQA
Floor-6, “B” Block, MoD Complex
Africa Avenue
New Delhi - 110023

Sub: Bid for Development, Operation and Management of Defence Testing Infrastructure (DTI) for
Communication testing under the Defence Testing Infrastructure Scheme (DTIS)
Dear Sir,

With reference to the above-mentioned subject, we hereby submit our Detailed Project Report for” Bid for
Development, Operation and Management of Defence Testing Infrastructure (DTI) for Communication
testing under the Defence Testing Infrastructure Scheme (DTIS)”. This DPR provides a composite
overview of the facility proposed to be developed under the DTIS and covers the aspects in line with ITB
Clause-10 of the RFP document.
Signature of the Authorized
Representative with Seal

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DQA (WP)/ DDP DGQA RFP – COMMUNICATION TESTING
(Ministry of Defence, Govt. of India)

Appendix – M
CONTRACT AGREEMENT
(To be executed on non-judicial stamp paper of appropriate value as per Stamp Act and duly notarized)

THIS AGREEMENT is entered into on this the ********** day of **********, 20******

BETWEEN:

1. The Government of India (GOI) represented by Department of Defence Production/Directorate

General of Quality Assurance, Ministry of Defence (“DDP/DGQA, MOD”) and having its principal
office at DQA (WP), Floor 6, “B” Block, MoD Complex, Africa Avenue, New Delhi-110023, India
(hereinafter referred to as the “Authority” which expression shall, unless repugnant to the context or
meaning thereof, include its administrators, successors and assigns) of the One Part;

AND

2. ******************£, a Section 8 company incorporated under the provisions of the Companies

Act, 2013 with CIN ****************** and having its registered office at ***************
(hereinafter referred to as the “Implementation Agency” which expression shall, unless repugnant
to the context or meaning thereof, include its successors and permitted assigns and substitutes) of the
Other Part

As the context may require, the Authority and the Implementation Agency will hereinafter be referred to
individually as a “Party” and collectively as the “Parties”.

WHEREAS:

(A) The GOI had established Defence Testing Infrastructure Scheme (DTIS) with an aim to promote setting
up of greenfield DTIs across various identified domains, required for A&D related production, by
providing financial assistance to various implementation agencies in the form of grant-in-aid. The
scheme plans to enhance defence manufacturing industry in India by creating DTIs and addressing
quality and certification requirements for development and growth of the A&D industry in the country;

(B) For the aforesaid purpose, the GOI had entrusted the responsibility to implement the DTIS to the
Authority and the Authority had shortlisted Communications Systems domain as one of the DTI facility
under the DTIS and has agreed to support the Implementation Agency by providing grant-in-aid in
accordance with the terms and conditions to be set forth in a Contract Agreement to be entered into;

(C) The Authority had prescribed the technical and commercial terms and conditions, and invited Bids
(“the Request for Proposal” or “RFP”) by its Request for Proposal No. ******* dated ****** for

£ Instruction to Bidders
Note 1: Asterisk are to be retained in the draft Contract Agreement and shall be suitably filled by the selected Bidder after the issue of LOA in order
to reflect Bid-specific particulars in the Contract Agreement. However, asterisk shall be retained in all the Schedules which contain formats that
are to be used after the Contract Agreement is executed.
Note 2: The provisions in curly brackets are to be retained in the draft Contract Agreement forming part of the RFP document and shall be suitably
modified by the selected Bidder after the issue of LOA in order to reflect the Bid-specific particulars in the Contract Agreement.
Note 3: Footnotes marked “£” are to be retained in the draft Contract Agreement. These footnotes are for guidance of the selected Bidder and shall
be omitted before executing the Contract Agreement. However, footnotes marked “$” shall be retained in the Contract Agreement as a part thereof.

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development, operation and maintenance of greenfield DTI facility for Communication Systems under
the DTIS, as amended from time to time (collectively, “Request for Proposal” or “RFP”);

(D) After evaluation of the Bids received, the Authority had accepted the Bid of the {selected
Bidder/Consortium}, inter alia, the {the selected Bidder/Consortium} comprising ***************,
***************, ***************, *************** and *************** (individually
referred to as “Consortium Member” and collectively the “Consortium”) with *************** as
its lead member (the “Lead Member”). The Authority issued its Letter of Award No.
*************** dated *************** (hereinafter called the “LOA”) to the {selected
Bidder/Consortium} requiring, inter alia, the execution of this Contract Agreement within 45 (forty
five) days of the date of issue thereof;

(E) {The selected Bidder/Consortium has since promoted and incorporated the Implementation Agency as
a Section 8 company under the Companies Act 2013 with CIN ***********, and} has requested the
Authority to accept the Implementation Agency as the entity which shall undertake and perform the
obligations and exercise the rights of the {selected Bidder/Consortium under the LOA} including the
obligation to enter into this Contract Agreement pursuant to the LOA for undertaking the Project;

(F) {By its letter dated ***************, the Implementation Agency has also joined in the said request
of the selected Bidder/Consortium to the Authority to accept it as the entity which shall undertake and
perform the obligations and exercise the rights of the selected Bidder/Consortium including the
obligation to enter into this Contract Agreement pursuant to the LOA. The Implementation Agency has
further represented to the effect that it has been promoted by the selected Bidder/Consortium for the
purposes hereof}; and

(G) The Authority has {agreed to the said request of the selected Bidder/Consortium and the
Implementation Agency, and has} accordingly agreed to enter into this Contract Agreement with the
Implementation Agency for undertaking the Project, subject to and on the terms and conditions set forth
hereinafter.

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

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ARTICLE 1 - DEFINITIONS AND INTERPRETATION

1.1 Definitions
The words and expressions beginning with capital letters and defined in this Agreement (including
those in Article 29) shall, unless the context otherwise requires, have the meaning ascribed thereto
herein, and the words and expressions defined in the Schedules and used therein shall have the
meaning ascribed thereto in the Schedules.
1.2 Interpretations
1.2.1 In this Agreement, unless the context otherwise requires:
(a) references to any legislation or any provision thereof shall include amendment or re-
enactment or consolidation of such legislation or any provision thereof so far as such
amendment or re-enactment or consolidation applies or is capable of applying to any
transaction entered into hereunder;
(b) references to laws of the State, laws of India or Indian law or regulation having the force of
law shall include the laws, acts, ordinances, rules, regulations, bye laws or notifications
which have the force of law in the territory of India and as from time to time may be amended,
modified, supplemented, extended or re-enacted;
(c) references to a “person” and words denoting a natural person shall be construed as a
reference to any individual, firm, company, corporation, society, trust, government, state or
agency of a state or any association or partnership (whether or not having separate legal
personality) of two or more of the above and shall include successors and assigns;
(d) the table of contents, headings or sub-headings in this Agreement are for convenience of
reference only and shall not be used in, and shall not affect, the construction or interpretation
of this Agreement;
(e) the words “include” and “including” are to be construed without limitation and shall be
deemed to be followed by “without limitation” or “but not limited to” whether or not they
are followed by such phrases;
(f) references to “construction” or “building” include, unless the context otherwise requires,
investigation, design, engineering, procurement, delivery, transportation, installation,
processing, fabrication, testing, commissioning and other activities incidental to the
construction, and “construct” or “build” shall be construed accordingly;
(g) references to “development” include, unless the context otherwise requires, construction,
renovation, refurbishing, augmentation, upgradation and other activities incidental thereto,
and “develop” shall be construed accordingly;
(h) any reference to any period of time shall mean a reference to that according to Indian
Standard Time (IST);
(i) any reference to “hour” shall mean a period of 60 (sixty) minutes commencing either on the
hour or on the half hour of the clock, which by way of illustration means 5.00 (five), 6.00
(six), 7.00 (seven) and so on being hours on the hour of the clock and 5.30 (five thirty), 6.30
(six thirty), 7.30 (seven thirty) and so on being hours on the half hour of the clock;
(j) any reference to day shall mean a reference to a calendar day;
(k) reference to a “business day” shall be construed as a reference to a day (other than a Sunday)
on which banks in the State are generally open for business;

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(l) any reference to month shall mean a reference to a calendar month as per the Gregorian
calendar;
(m) references to any date, period or Project Milestone shall mean and include such date, period
or Project Milestone as may be extended pursuant to this Agreement;
(n) any reference to any period commencing “from” a specified day or date and “till” or “until”
a specified day or date shall include both such days or dates; provided that if the last day of
any period computed under this Agreement is not a business day, then the period shall run
until the end of the next business day;
(o) the words importing singular shall include plural and vice versa;
(p) references to any gender shall include the other and the neutral gender;
(q) “lakh” means a 100,000 (hundred thousand) and “crore” means 10,000,000 (ten million);
(r) “indebtedness” shall be construed so as to include any obligation (whether incurred as
principal or surety) for the payment or repayment of money, whether present or future, actual
or contingent;
(s) references to the “winding-up”, “dissolution”, “insolvency”, or “reorganization” of a
company or corporation shall be construed so as to include any equivalent or analogous
proceedings under the law of the jurisdiction in which such company or corporation is
incorporated or any jurisdiction in which such company or corporation carries on business
including the seeking of liquidation, winding-up, reorganization, dissolution, arrangement,
protection or relief of debtors;
(t) save and except as otherwise provided in this Agreement, any reference, at any time, to any
agreement, deed, instrument, license or document of any description shall be construed as
reference to that agreement, deed, instrument, license or other document as amended, varied,
supplemented, modified or suspended at the time of such reference; provided that this Sub-
clause (t) shall not operate so as to increase liabilities or obligations of the Authority
hereunder or pursuant hereto in any manner whatsoever;
(u) any agreement, consent, approval, authorization, notice, communication, information or
report required under or pursuant to this Agreement from or by any Party or the Project
Monitoring Committee or the Project Consultant shall be valid and effective only if it is in
writing under the hand of a duly authorised representative of such Party or the Project
Monitoring Committee or the Project Consultant, as the case may be, in this behalf and not
otherwise;
(v) the Schedules and Recitals to this Agreement form an integral part of this Agreement and
will be in full force and effect as though they were expressly set out in the body of this
Agreement;
(w) references to Recitals, Articles, Clauses, Sub-clauses, Provisos or Schedules in this
Agreement shall, except where the context otherwise requires, mean references to Recitals,
Articles, Clauses, Sub-clauses, Provisos and Schedules of or to this Agreement; and
reference to a Paragraph shall, subject to anything to the contrary specified therein, be
construed as a reference to a Paragraph of the Schedule in which such reference appears;
(x) the damages payable by either Party to the other of them, as set forth in this Agreement,
whether on per diem basis or otherwise, are mutually agreed genuine pre-estimated loss and
damage likely to be suffered and incurred by the Party entitled to receive the same and are
not by way of penalty (the “Damages”); and

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(y) time shall be of the essence in the performance of the Parties’ respective obligations. If any
time period specified herein is extended, such extended time shall also be of the essence.
1.2.2 Unless expressly provided otherwise in this Agreement, any Documentation required to be
provided or furnished by the Implementation Agency to the Authority and/or the Project
Monitoring Committee and/or the Project Consultant shall be provided free of cost and in 3 (three)
copies, and if the Authority and/or the Project Monitoring Committee and/or the Project Consultant
is required to return any such Documentation with their comments and/or approval, they shall be
entitled to retain 2 (two) copies thereof.
1.2.3 The rule of construction, if any, that a contract should be interpreted against the parties responsible
for the drafting and preparation thereof, shall not apply.
1.2.4 Any word or expression used in this Agreement shall, unless otherwise defined or construed in this
Agreement, bear its ordinary English meaning and, for these purposes, the General Clauses Act
1897 shall not apply.
1.3 Measurements and Arithmetic Conventions
All measurements and calculations shall be in the metric system and calculations done to 2 (two)
decimal places, with the 3rd (third) digit of 5 (five) or above being rounded up and below 5 (five)
being rounded down.
1.4 Priority of agreements, clauses and schedules
1.4.1 This Agreement, and all other agreements and documents forming part of or referred to in this
Agreement are to be taken as mutually explanatory and, unless otherwise expressly provided
elsewhere in this Agreement, the priority of this Agreement and other documents and agreements
forming part hereof or referred to herein shall, in the event of any conflict between them, be in the
following order:
(a) this Agreement; and
(b) all other agreements and documents forming part hereof or referred to herein,
i.e. the Agreement at (a) above shall prevail over the agreements and documents at (b)(b) above.
1.4.2 Subject to the provisions of Clause 1.4.11.4.1, in case of ambiguities or discrepancies within this
Agreement, the following shall apply:
(a) between 2 (two) or more Clauses of this Agreement, the provisions of a specific Clause
relevant to the issue under consideration shall prevail over those in other Clauses;
(b) between the Clauses of this Agreement and the Schedules, the Clauses shall prevail;
(c) between any 2 (two) Schedules, the Schedule relevant to the issue shall prevail; and
(d) between any value written in numerals and that in words, the latter shall prevail

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1 ARTICLE 2 - SCOPE OF THE PROJECT

2.1 Scope of the Project
The scope of the Project (the “Scope of the Project”) shall mean and include:
(a) planning, designing, construction, development and expansion of the Project on the Site
set forth in Article 9 together with provision of respective Project Facilities as specified
in Schedule A, and in conformity with the Detailed Project Report set forth in Schedule
B, Applicable Standards, Good Industry Practices and other provisions of this
Agreement;
(b) procurement of the equipment and all other material required for development of the
Project and Project Facilities in conformity with the Detailed Project Report, Applicable
Standards, Good Industry Practices and other provisions of this Agreement;
(c) procurement and maintenance of testing equipment, software and technology to be used
for providing the Services in accordance with the Detailed Project Report, Applicable
Standards, Good Industry Practices and other provisions of this Agreement;
(d) operation, maintenance and management of the Project in accordance with the
provisions of this Agreement; and
(e) performance and fulfilment of all other obligations of the Implementation Agency in
accordance with the provisions of this Agreement and matters incidental thereto or
necessary for the performance of any or all of the obligations of the Implementation
Agency under this Agreement

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2 ARTICLE 3 - CONDITIONS PRECEDENT

3.1 Conditions Precedent
3.1.1 Save and except as expressly provided in Articles 3, 4, 5, 6, 7, 8, 9, 16, 22, 26 and 28, or unless the
context otherwise requires, the respective rights and obligations of the Parties under this Agreement
shall be subject to the satisfaction in full of the conditions precedent specified in this Clause 3.1
(the “Conditions Precedent”). Provided, however, that a Party may grant waiver from satisfaction
of any Condition Precedent by the other Party in accordance with the provisions of Clauses 3.1.2
or 3.1.3, as the case may be, and to the extent of such waiver, that Condition Precedent shall be
deemed to be fulfilled for the purposes of this Clause 3.1.1.
3.1.2 The Implementation Agency may, upon providing the Performance Security to the Authority in
accordance with Article 8, at any time after 60 (sixty) days from the date of this Agreement or on
an earlier day acceptable to the Authority, by notice require the Authority to satisfy any or all of
the Conditions Precedent set forth in this Clause 3.1.2 within a period of 15 (fifteen) days of the
notice, or such longer period not exceeding an additional 15 (fifteen) days, and the Conditions
Precedent required to be satisfied by the Authority shall be deemed to have been fulfilled when the
Authority shall have:
(a) caused the execution of the Escrow agreement in the form provided in Schedule C,
by itself, GOI or other Government Instrumentalities upon receiving its duly executed copy from
the Implementation Agency and compliance of all the terms thereunder respectively, which
may be necessary for the execution thereof.
3.1.3 The Conditions Precedent required to be satisfied by the Implementation Agency within a period
of 90 (ninety) days from the date of this Agreement shall be deemed to have been fulfilled when
the Implementation Agency shall have:
(a) furnished to the Authority details on Project Facilities, Detailed Project Report, Project Site
and Project Completion Schedule including Project Milestones in the forms provided in
Schedule A, B, E and F;
(b) furnished to the Authority the schedule for disbursement of instalments of Grant and their
respective percentage of Grant in accordance with the provisions of Article 17;
(c) provided Performance Security to the Authority in accordance with Article 8;
(d) executed and procured execution of the Escrow Agreement in the form provided in Schedule
C;
(e) procured the Site in accordance with the provisions of Article 9;
(f) procured all Applicable Permits relating to environmental protection and conservation in
respect of the land required for the Project and forming part of the Site;
(g) furnished copies (certified as true copies by a Director of the Implementation Agency) of the
constituent documents of the Implementation Agency;
(h) furnished all resolutions adopted by the Board of Directors of the Implementation Agency
(certified as true copies by a Director of the Implementation Agency) authorizing the
execution, delivery and performance by the Implementation Agency;
(i) furnished a certificate from its Principal Officer/Director on the shareholding pattern of the
Implementation Agency;
(j) procured all the Applicable Permits pertaining to Government Authorities and the associated
departments unconditionally, or if subject to conditions, then all such conditions required to

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be fulfilled by the date specified therein shall have been satisfied in full, and such Applicable
Permits are in full force and effect. The Implementation Agency shall intimate to the
Authority, within 15 (fifteen) days of receiving the LOA, about any clearance or permit
required from the Government;
(k) executed the financing agreements, if any, and delivered to the Authority 3 (three) true copies
thereof, duly attested by a Director of the Implementation Agency;
(l) delivered to the Authority {from the selected Bidder/Consortium Members, their/its
respective Associates} confirmation of the correctness of the representations and warranties
set forth in Sub-clauses (k), (l) and (m) of Clause 6.1 of this Agreement; and
(m) delivered to the Authority a legal opinion from the legal counsel of the Implementation
Agency with respect to the authority of the Implementation Agency to enter into this
Agreement and the enforceability of the provisions thereof
3.1.4 Any of the Conditions Precedent set forth in Articles 3.1.3 may be waived fully or partially by
the Authority at any time in its sole discretion or the Authority may grant additional time for
compliance with these conditions and the Implementing Agency shall be bound to ensure
compliance within such additional time as may be specified by the Authority.
3.1.5 Each Party shall make all reasonable endeavors to satisfy the Conditions Precedent within the
time stipulated and shall provide the other Party with such reasonable cooperation as may be
required to assist that Party in satisfying the Conditions Precedent for which that Party is
responsible.
3.1.6 The Parties shall notify each other in writing at least once in a month on the progress made in
satisfying the Conditions Precedent. Each Party shall promptly inform the other Party when
any Condition Precedent for which it is responsible has been satisfied.
3.2 Damages for delay by the Implementation Agency
In the event that (i) the Implementation Agency does not procure fulfilment or waiver of any
or all of the Conditions Precedent set forth in Clause 3.1.3 within the period specified in that
Clause, and (ii) the delay has not occurred as a result of failure to fulfil the obligations under
Clause 3.1.2 or other breach of this Agreement by the Authority or due to Force Majeure, the
Implementation Agency shall pay to the Authority Damages in an amount calculated at the
rate of 0.3% (zero point three per cent) of the Performance Security for each day’s delay until
the fulfilment of such Conditions Precedent, subject to a maximum amount equal to 25% of
the Performance Security, and upon reaching such maximum limit, the Authority may, in its
sole discretion and subject to the provisions of Clause 8.2, terminate the Agreement. Provided
further that such Damages for delay by the Implementation Agency for non-fulfillment of
Conditions Precedent shall be payable within 15 (fifteen) days of achievement of fulfillment
of Conditions Precedent.
Provided further that in the event of delay by the Authority in procuring fulfilment of the
Conditions Precedent specified in Clause 3.1.2, no Damages shall be due or payable by the
Implementation Agency under this Clause 3.3 until the date on which the Authority shall have
procured fulfilment of the Conditions Precedent specified in Clause 3.1.2.
3.3 Deemed Termination upon delay
Without prejudice to the provisions of Clauses 3.2, and subject to the provisions of Clause 8.2,
the Parties expressly agree that in the event the Appointed Date does not occur, for any reason
whatsoever, before 180 (one hundred eighty) days from the date of this Agreement or the

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extended period provided in accordance with this Agreement, all rights, privileges, claims and
entitlements of the Implementation Agency under or arising out of this Agreement shall be
deemed to have been waived by, and to have ceased with the concurrence of the
Implementation Agency, and the Contract Agreement shall be deemed to have been terminated
by mutual agreement of the Parties. Provided, however, that in the event the delay in
occurrence of the Appointed Date is for reasons attributable to the Implementation Agency,
the Performance Security of the Implementation Agency shall be encashed and appropriated
by the Authority as Damages thereof.

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3 ARTICLE 4 - OBLIGATIONS OF THE IMPLEMENTATION AGENCY

4.1 General obligations of the Implementation Agency
4.1.1 Subject to and on the terms and conditions of this Agreement, the Implementation Agency shall,
at its own cost and expense, procure finance for and undertake the survey, investigation, design,
procurement, construction, operation and maintenance of the Project, in accordance with the
provisions of this Agreement and observe, fulfil, comply with and perform all its obligations set
out in this Agreement or arising hereunder.
4.1.2 The Implementation Agency shall comply with all Applicable Laws and Applicable Permits
(including renewals as required) in the performance of its obligations under this Agreement.
4.1.3 The Implementation Agency shall, at all times during the subsistence of this Agreement, comply
with all the conditions stipulated in the Applicable Permits or any substitute and/or consequential
approvals necessary to fulfil its obligations under this Agreement.
4.1.4 Subject to the provisions of Clauses 4.1.1 and 4.1.2, the Implementation Agency shall discharge its
obligations in accordance with Good Industry Practices and as a reasonable and prudent person.
4.1.5 The Implementation Agency shall, at its own cost and expense, in addition to and not in derogation
of its obligations elsewhere set out in this Agreement:
(a) make, or cause to be made, necessary applications to the relevant Governmental
Instrumentalities with such particulars and details as may be required for obtaining
Applicable Permits, other than those set forth in Clause 3.1.3, and obtain and keep in force
and effect such Applicable Permits in conformity with Applicable Laws;
(b) procure, as required, the appropriate proprietary rights, licenses, agreements and permissions
for materials, methods, processes, know-how and systems used or incorporated into the
Project;
(c) perform and fulfil its obligations under the financing agreements;
(d) procure the Site in accordance with the provisions of Article 9 and undertake utility shifting
and rehabilitation and resettlement of persons affected by construction of the Project and bear
all costs and expense in respect thereof, save and except as otherwise provided in this
Agreement;
(e) procure the Site for setting up of water pipes and electric cables to the Site;
(f) make reasonable efforts to maintain harmony and good industrial relations among the
personnel employed by it or its Contractors in connection with the performance of its
obligations under this Agreement;
(g) ensure and procure that its Contractors comply with all Applicable Permits and Applicable
Laws in the performance by them of any of the Implementation Agency’s obligations under
this Agreement;
(h) always act in a manner consistent with the provisions of this Agreement and not cause or fail
to do any act, deed or thing, whether intentionally or otherwise, which may in any manner be
violative of any of the provisions of this Agreement or Applicable laws;
(i) procure that all facilities and amenities within the Project are operated and maintained in
accordance with Good Industry Practices and the Users have non-discriminatory access for
use of the same in accordance with the provisions of this Agreement and Applicable Laws;
(j) procure, as required, the appropriate utilities and services required or used at the Project;

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(k) ensure that the Implementation Agency and its Contractor(s)/Sub-Contractor(s), if any,
comply with the safety and welfare measures for labour in accordance with the Applicable
Laws and Good Industry Practice;
(l) keep, on the Site, a copy of this Agreement, documents relating to the Project, and other
communications given under this Agreement. The Authority Representative and its
authorised personnel shall have the right of access to all these documents at all reasonable
times;
(m) cooperate with authorized representative of the Authority and personnel of any public
Authority;
(n) undertake all necessary superintendence to plan, arrange, direct, manage, inspect and test the
Project Assets;
(o) construct and make alterations or additions to the building/structure/installations on the Site
at its own cost in accordance with Good Industry Practices;
(p) at its own cost, provide and install the, furniture equipment, fixtures and things necessary for
implementing the Project;
(q) all the existing and future rates, Taxes, levies, duties (including stamp duties), cess and
charges of whatsoever nature in respect of the Project shall be borne and paid by the
Implementation Agency, if any;
(r) provide the Project on round the clock basis and shall maintain and run the Project in
accordance with Good Industry Standards and as may be required by the Authority;
(s) maintain the Site and structure/installations/fixtures in good conditions and order to the
satisfaction of the Authority and as per the terms of this Agreement and also abide by the
directions given by the relevant departments as may be entrusted with the enforcement of rule
and regulation regarding labour safety, health sanitation, cleanliness and hygiene;
(t) not store any hazardous or explosive substance on the Site. The Implementation Agency shall
provide and maintain necessary fire-fighting and fire protection systems in the Site as per the
Applicable Law;
(u) observe and perform all the terms, covenants, conditions and stipulations contained herein
and shall not do, omit or suffer to be done any act, deed or thing whereby Authority's rights
with respect to the Project in any way are prejudiced, affected or extinguished;
(v) use the Project for the exclusive purpose of providing the Services to the users of the Project
Facility (“Users”) and bonafide visitors to the Site. Failure to provide the desired level of the
Project to the Users shall be a sufficient ground for forfeiture of the Performance Security and
for Termination of this Agreement; and
(w) maintain a complaint register at a conspicuous place in the Site for recording complaints, if
any, of the Users of the Project. Within one (1) week following the close of each calendar
quarter, the Implementation Agency shall send to the Authority, a true photocopy of such
pages of the complaint register on which any entries have been recorded of any complaint
during the course of such month along with details of the action taken by the Implementation
Agency on such complaints. The Authority may in its discretion direct the Implementation
Agency to take such further reasonable action as the Authority may deem appropriate for a
fair and just redressed of any grievance.
4.1.6 The Authority reserves the right to inspect and conduct checks to observe/witness the fulfilment of
the obligations by the Implementation under this Agreement. If in the opinion of the Authority, the
Project Facilities required to be provided under this Agreement are not being provided or are not

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being properly maintained or the level of services is below the Applicable Standards, the
Implementation Agency shall take such corrective measures upon being served with a notice to the
said effect by the Authority. Failure of the Implementation Agency to comply with the requirements
of the notice within the time period stipulated therein would be considered a breach of the terms of
this Agreement by the Implementation Agency.
4.2 Obligations relating to Project Agreements
4.2.1 The Implementation Agency shall procure that each of the Project Agreements contains provisions
that entitle the Authority to step into such agreement, in its sole discretion, in substitution of the
Implementation Agency in the event of Termination (the “Covenant”). The Implementation
Agency expressly agrees to include the Covenant in all its Project Agreements and undertakes that
it shall, in respect of each of the Project Agreements, procure and deliver to the Authority an
acknowledgment and undertaking, in a form acceptable to the Authority, from the counter party(ies)
of each of the Project Agreements, where under such counter party(ies) shall acknowledge and
accept the Covenant and undertake to be bound by the same and not to seek any relief or remedy
whatsoever from the Authority in the event of Termination.
4.2.2 Notwithstanding anything to the contrary contained in the Agreement, the Implementation Agency
agrees and acknowledges that selection or replacement of all Contractors and execution of all
Contracts shall be subject to the prior approval of the Authority from national security and public
interest perspective, the decision of the Authority in this behalf being final, conclusive and binding
on the Implementation Agency, and undertakes that it shall not give effect to any such selection or
contract without prior approval of the Authority. For the avoidance of doubt, it is expressly agreed
that approval of the Authority hereunder shall be limited to national security and public interest
perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is
also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of
such approval and that such approval or denial thereof shall not in any manner absolve the
Implementation Agency or its Contractors from any liability or obligation under this Agreement.
4.2.3 Notwithstanding anything to the contrary contained in this Agreement, the Implementing Agency
agrees and acknowledge that it will not assign any work to any Contractor/sub- contractor/vendor
from a country which shares a land border with India unless such Contractor/sub-contractor/vendor
is registered with the competent authority. The Implementing Agency will ensure that such
Contractor/sub-contractor/vendor fulfils all requirements in this regard and is eligible to be
considered (where applicable, evidence of valid registration by the competent authority). The
competent authority for registration will be the registration committee constituted by the
Department for Promotion of Industry and Internal Trade (DPIIT), India. Political and security
clearance from the Ministries of External and Home Affairs respectively will be mandatory for this
purpose. For interpretation of this clause, Department of Expenditure, Ministry of Finance, GOI
letter no. F.No.6/18/2019-PPD dated 23rd July 2020 or subsequent guidelines issued by the GOI
shall be referred.
4.3 Obligations relating to Change in Ownership
4.3.1 The Implementation Agency shall not undertake or permit any Change in Ownership, except with
the prior written approval of the Authority.
4.3.2 Notwithstanding anything to the contrary contained in this Agreement, the Implementation Agency
agrees and acknowledges that:
(a) all acquisitions of Equity by an acquirer, either by himself or with any person acting in
concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial
ownership or control of any Equity, in aggregate of 25% (twenty-five per cent) or more of
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(b) acquisition of any control directly or indirectly of the Board of Directors of the
Implementation Agency by any person either by himself or together with any person or
persons acting in concert with him,
shall constitute a Change in Ownership requiring prior approval of the Authority from national
security and public interest perspective, the decision of the Authority in this behalf being final,
conclusive and binding on the Implementation Agency, and undertakes that it shall not give effect
to any such acquisition of Equity or control of the Board of Directors of the Implementation Agency
without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that
approval of the Authority hereunder shall be limited to national security and public interest
perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is
also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of
such approval and that such approval or denial thereof shall not in any manner absolve the
Implementation Agency from any liability or obligation under this Agreement.
For the purposes of this Clause 4.3.2:
(a) the expression “acquirer”, “control” and “person acting in concert” shall have the meaning
ascribed thereto in the Security and Exchange Board of India (Substantial Acquisition of
Shares and Takeover) Regulations, 2011 or any statutory re-enactment thereof as in force as
on the date of acquisition of Equity, or the control of the Board of Directors, as the case may
be, of the Implementation Agency;
(b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer
of the direct or indirect beneficial ownership or control of any company or companies
whether in India or abroad which results in the acquirer acquiring control over the shares or
voting rights of shares of the Implementation Agency; and
(c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any
company holding directly or through one or more companies (whether situate in India or
abroad) the Equity of the Implementation Agency, not less than half of the directors on the
Board of Directors of the Implementation Agency or of any company, directly or indirectly
whether situated in India or abroad, having ultimate control of 25% (twenty five per cent) or
more of the Equity of the Implementation Agency shall constitute acquisition of control,
directly or indirectly, of the Board of Directors of the Implementation Agency.
4.4 Obligations relating to non-discriminatory access
The Implementation Agency shall manage and operate the Project on a common user basis and
provide non-discriminatory access to all Users in accordance with the provisions of this Agreement
and shall refrain from adopting any unfair or discriminatory practice against any User or potential
user thereof. The Implementation Agency shall ensure that the Services at the Project are extended
to the Users on non-discriminatory basis. However, preference shall be given to testing for
aerospace and defence sector over other sectors.
4.5 Obligations relating to security clearance
Notwithstanding anything to the contrary contained in this Agreement, the engagement of
employees, staff and personnel of the Implementation Agency and of its Contractors and Sub-
contractors shall always be subject to security clearance by the delegated GOI agency and only
persons having a valid security clearance shall be permitted on the Site. For the avoidance of doubt,
it is agreed that refusal of or inability to obtain any such permits and approvals by the
Implementation Agency or any of its Contractors or Sub-contractors shall not constitute a Force

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Majeure Event, and shall not in any manner excuse the Implementation Agency from the
performance and discharge of its obligations and liabilities under this Agreement.
4.6 Obligations relating to procurement of goods and services
The Implementation Agency agrees and undertakes that it shall procure contracts, goods and
services for the construction and operation of the Project in a fair, transparent and efficient manner,
and without any undue favour or discrimination in this behalf. In pursuance hereof, it shall frame a
procurement policy specifying the principles and procedures that it shall follow in awarding
contracts for supply of goods and services, and shall place the policy on its website for the
information of general public and all interested parties.
The Implementation Agency shall invite offers through open competitive bidding and shall select
the awardees in accordance with the policy specified above. For the avoidance of doubt, the Parties
agree that the Implementation Agency may, in its discretion, pre-qualify and short-list the
applicants in a fair and transparent manner for ensuring that only experienced and qualified
applicants are finally selected in a manner that is commercially prudent and protects the interests
of the Users.
4.7 Obligations relating to management of the Implementation Agency
The Implementation Agency shall not, without the prior written approval of the Authority,
undertake or cause to be undertaken, any action for all or any of the following or any matter
incidental or consequential thereto:
(a) to alter or add to the provisions of the memorandum of association of the Implementation
Agency;
(b) to alter or add to the articles of association of the Implementation Agency;
(c) to change the name of the Implementation Agency and reduce the constitution of
minimum 5 (five) number of Consortium Members forming part of the Implementation
Agency;
(d) to reduce the share capital of the Implementation Agency;
(e) to commence any new lines of business;
(f) to keep registers and returns at any other place than within city, town or village in which the
registered office is situated;
(g) to relocate the registered office of the Implementation Agency outside the limits of the
State;
(h) to enter into any contract or agreement with a related party with respect to such related party’s
appointed to any office or place of profit in the company, its subsidiary company or associate
company;
(i) to apply for corporate insolvency proceedings under the Insolvency and Bankruptcy code,
2016;
(j) to apply to a court to wind-up the Company;
(k) to wind-up the Company voluntarily;
(l) to change the name of the Project;
(m) for various other matters pertaining to the winding up of the Implementation Agency; and

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(n) any other matter which is required by the Companies Act, 2013 (or the relevant Act in force)
or any statutory re-enactment thereof to be passed by a special resolution of the shareholders
of the Implementation Agency
For the purposes of this clause, a “related party” shall have the meaning ascribed to it under the
Companies Act, 2013.
4.8 Obligations relating to employment of foreign nationals
The Implementation Agency acknowledges, agrees and undertakes that employment of foreign
personnel by the Implementation Agency and/or its Contractors and their Sub-contractors shall be
subject to grant of requisite regulatory permits and approvals including employment/residential
visas and work permits, if any required, and the obligation to apply for and obtain the same shall
and will always be of the Implementation Agency and, notwithstanding anything to the contrary
contained in this Agreement, refusal of or inability to obtain any such permits and approvals by the
Implementation Agency or any of its Contractors or Sub-contractors shall not constitute Force
Majeure Event, and shall not in any manner excuse the Implementation Agency from the
performance and discharge of its obligations and liabilities under this Agreement.
4.9 Auditing the Project
(a) The Implementation Agency shall maintain books recording the procedure followed at the
Project.
(b) The Implementation Agency expressly agrees to furnish to its Statutory Auditor, the details
of the records maintained in furtherance of Clause 4.9.1.
(c) On or before the 31st (thirty-first) day of May each Year, the Implementation Agency shall
provide to the Authority, for the preceding Accounting Year, a statement duly audited by its
Statutory Auditors giving summarized information on (a) the procedure undertaken at the
Project; and (b) details of the Users availing the Services with the type of Service availed.
(d) The Authority shall have the right to inspect the records of the Implementation Agency
during office hours and obtain copies of such records duly certified by the Statutory Auditors,
for verification.
4.10 Risks and Responsibility for the Project
The Implementation Agency shall bear full risk and take full responsibility for the care of the
Project, and of the materials, goods and equipment for incorporation therein, save and except to the
extent that any such loss or damage shall have arisen from any default or neglect of the Authority.
4.11 Disclaimer for responsibility of Project
Except as otherwise stated in this Agreement, the Implementation Agency accepts complete
responsibility for having foreseen all difficulties and costs of successfully completing the Project;
and the Scheduled Completion Date shall not be adjusted to take account of any unforeseen
difficulties or costs.
4.12 Sole purpose of the Implementation Agency
The Implementation Agency having been set up for the sole purpose of exercising the rights and
observing and performing its obligations and liabilities under this Agreement, the Implementation
Agency shall not, except with the previous written consent of the Authority, be or become directly
or indirectly engaged, concerned or interested in any business other than as envisaged herein.

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4 ARTICLE 5 - OBLIGATIONS OF THE AUTHORITY

5.1 General obligations of the Authority
The Authority agrees to provide support to the Implementation Agency and undertakes to observe,
comply with and perform, subject to and in accordance with the provisions of this Agreement and
Applicable Laws, the following:
(a) upon written request from the Implementation Agency, and subject to the Implementation
Agency complying with Applicable Laws, provide reasonable support and assistance to the
Implementation Agency in procuring Applicable Permits required from any Government
Instrumentality for construction of the Project, at the cost and expense of the Implementation
Agency; and
(b) timely release the Grants to the Implementation Agency for construction of the Project
depending upon the financial and physical progress of the Project and recommendations of
the Project Consultant, as set out in this Agreement

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5 ARTICLE 6 - REPRESENTATION AND WARRANTIES

6.1 Representation and warranties of the Implementation Agency
The Implementation Agency represents and warrants to the Authority that:
(a) it is duly organized and validly existing under the laws of India, and has full power and
authority to execute and perform its obligations under this Agreement and to carry out the
transactions contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to authorize the
execution and delivery of this Agreement and to validly exercise its rights and perform its
obligations under this Agreement;
(c) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in
accordance with the terms hereof, and its obligations under this Agreement will be legally
valid, binding and enforceable obligations against it in accordance with the terms hereof;
(d) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity
in any jurisdiction in respect of this Agreement or matters arising there under including any
obligation, liability or responsibility hereunder;
(e) the information furnished in the Bid and as updated on or before the date of this Agreement
is true and accurate in all respects as on the date of this Agreement;
(f) the execution, delivery and performance of this Agreement will not conflict with, result in the
breach of, constitute a default under, or accelerate performance required by any of the terms
of its Memorandum and Articles of Association {or those of any member of the Consortium}
or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding,
decree or order to which it is a party or by which it or any of its properties or assets is bound
or affected;
(g) there are no actions, suits, proceedings, or investigations pending or, to its knowledge,
threatened against it at law or in equity before any court or before any other judicial, quasi-
judicial or other authority, the outcome of which may result in the breach of this Agreement
or which individually or in the aggregate may result in any material impairment of its ability
to perform any of its obligations under this Agreement;
(h) it has no knowledge of any violation or default with respect to any order, writ, injunction or
decree of any court or any legal binding order of any Government Instrumentality which may
result in any Material Adverse Effect on its ability to perform its obligations under this
Agreement and no fact or circumstance exists which may give rise to such proceedings that
would have a Material Adverse Effect or adversely affect the performance of its obligations
under this Agreement;
(i) it has complied with Applicable Laws in all material respects and has not been subject to any
fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate
have or may have a Material Adverse Effect on its ability to perform its obligations under this
Agreement;
(j) it shall at no time undertake or permit any Change in Ownership except in accordance with
the provisions of Clause 4.3 and that the {selected Bidder/Consortium Members}, together
with {its/their} Associates, hold not less than 51% (fifty one per cent) of its issued and paid
up Equity as on the date of this Agreement; during the Construction Period, and 2 (two) years
thereafter.

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At any time, after expiry of the aforesaid shareholding period, the Implementation Agency
can approach the Authority for approval proposing a new Consortium/Consortium Member.
The Authority may at its sole discretion consider and approve it subject to the
Consortium/Consortium Members meeting the eligibility criteria as prescribed in Request for
Proposal for the Project. Provided further that the Implementation Agency shall at no time
reduce the constitution of minimum 5 (five) number of Consortium Members forming
part of the Implementation Agency; and
(k) {the selected Bidder/Consortium Members and its/their} Associates have the financial
standing and resources to fund the required Equity and to raise the debt necessary for
undertaking and implementing the Project in accordance with this Agreement;
(l) {the selected Bidder/each Consortium Member} is duly organized and validly existing under
the laws of the jurisdiction of its incorporation or registration, as the case may be, and has
requested the Authority to enter into this Agreement with {itself/the Implementation Agency}
pursuant to the LOA, and has agreed to and unconditionally accepted the terms and conditions
set forth in this Agreement;
(m) no representation or warranty by it contained herein or in any other document furnished by it
to the Authority or to any Government Instrumentality in relation to Applicable Permits
contains or will contain any untrue or misleading statement of material fact or omits or will
omit to state a material fact necessary to make such representation or warranty not misleading;
(n) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any person
by way of fees, commission or otherwise for entering into this Agreement or for influencing
or attempting to influence any officer or employee of the Authority in connection therewith;
(o) all information provided by the {selected Bidder/Consortium Members} in response to the
Request for Proposal or otherwise, is to the best of its knowledge and belief, true and accurate
in all material respects;
(p) all undertakings and obligations of the Implementation Agency arising from the Request for
Proposal or otherwise shall be binding on the Implementation Agency as if they form part of
this Agreement;
(q) the execution, delivery and performance of this Agreement will not conflict with, result in the
breach of, constitute default under, or accelerate performance required by any of the terms of
its Memorandum and Articles of Association (or those of any member of the Consortium} or
any Applicable Laws or any covenant, contract, agreement, arrangement, understanding,
decree or order to which it is a party or by which it or any of its properties or assets is bound
of affected;
(r) it shall remain solely liable to perform its obligations under this Agreement as well as ensure
performance of obligations by its Contractors/Sub-Contractors, designers, consultants or
agents and nothing contained in this Agreement shall create any contractual relationship or
obligation between the Authority and Implementation Agency’s Contractors/Sub-
Contractors, designers, consultants or agents in any manner whatsoever;
(s) it has procured land and has good and valid right to the Site, and has power and authority such
that the Construction Works can commence forthwith;
(t) all its rights and interests in the Project shall vest in the Implementation Agency on the COD
free and clear of all liens, claims and Encumbrances, without any further act or deed on its
part or that of the Authority, and that none of the Project Assets shall be acquired by the
Authority, subject to any agreement under which a security interest or other lien or

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Encumbrance is retained by any person, save and except as expressly provided in this
Agreement; and
(u) it shall indemnify and hold the Authority harmless from all costs, damages and expenses
arising out of any claim, action or suit brought against the Authority by third parties in respect
of any infringement of any patent, registered designs or Intellectual Property Rights (IPRs)
resulting from use of any technical information, data or process or design belonging to or
used by the Implementation Agency and/or furnished to the Authority.
6.2 Representation and warranties of the Authority
The Authority represents and warrants to the Implementation Agency that:
(a) it has full power and authority to execute, deliver and perform its obligations under this
Agreement and to carry out the transactions contemplated herein and that it has taken all
actions necessary to execute this Agreement, exercise its rights and perform its obligations,
under this Agreement;
(b) it has taken all necessary actions under Applicable Laws to authorize the execution, delivery
and performance of this Agreement;
(c) it has the financial standing and capacity to perform its obligations under this Agreement;
(d) this Agreement constitutes a legal, valid and binding obligation enforceable against it in
accordance with the terms hereof;
(e) it has no knowledge of any violation or default with respect to any order, writ, injunction or
any decree of any court or any legally binding order of any Government Instrumentality
which may result in any Material Adverse Effect on the Authority’s ability to perform its
obligations under this Agreement; and
(f) it has complied with Applicable Laws in all material respects
6.3 Disclosure
In the event that any occurrence or circumstance comes to the attention of either Party that renders
any of its aforesaid representations or warranties untrue or incorrect, such Party shall immediately
notify the other Party of the same. Such notification shall not have the effect of remedying any
breach of the representation or warranty that has been found to be untrue or incorrect nor shall it
adversely affect or waive any right, remedy or obligation of either Party under this Agreement.

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6 ARTICLE 7 - DISCLAIMER
7.1 Disclaimer
7.1.1 The Implementation Agency acknowledges on its behalf and on behalf of their Associates that prior
to the execution of this Agreement, the Implementation Agency has, after a complete and careful
examination, made an independent evaluation of the Request for Proposal, Scope of the Project,
Applicable Standards and all information provided by the Authority or obtained, procured or
gathered otherwise, and has determined to its satisfaction the accuracy or otherwise thereof and the
nature and extent of difficulties, risks and hazards as are likely to arise or may be faced by it in the
course of performance of its obligations hereunder. The Authority makes no representation
whatsoever, express, implicit or otherwise, regarding the accuracy, adequacy, correctness,
reliability and/or completeness of any assessment, assumptions, statement or information provided
by it herein or under the Applicable Laws and the Implementation Agency confirms on its behalf
and on behalf of the selected Bidder/Consortium that they shall have no claim whatsoever against
the Authority in this regard.
7.1.2 The Implementation Agency acknowledges and hereby accepts on its behalf and on behalf of their
Associates, the risk of inadequacy, mistake or error in or relating to any of the matters set forth in
Clause 7.1.1 above and hereby acknowledges and agrees that the Authority shall not be liable for
the same in any manner whatsoever to the Implementation Agency, the selected Bidder/Consortium
members and their Associates or any person claiming through or under any of them.
7.1.3 The Parties including their Associates agree that any mistake or error in or relating to any of the
matters set forth in Clause 7.1.1 above shall not vitiate this Agreement or render it voidable.
7.1.4 In the event that either Party including their Associates becomes aware of any mistake or error
relating to any of the matters set forth in Clause 7.1.1 above, that Party shall immediately notify the
other Party, specifying the mistake or error; provided, however, that a failure on part of the
Authority to give any notice pursuant to this Clause 7.1.4 shall not prejudice the disclaimer of the
Authority contained in Clause 7.1.1 and shall not in any manner shift to the Authority any risks
assumed by the Implementation Agency pursuant to this Agreement.
7.1.5 Except as otherwise provided in this Agreement, all risks relating to the Project shall be borne by
the Implementation Agency and the Authority shall not be liable in any manner for such risks or
the consequences thereof.

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7 ARTICLE 8 - PERFORMANCE SECURITY

8.1 Performance Security
8.1.1 The Implementation Agency shall, for the performance of its obligations hereunder, provide to the
Authority no later than 60 (sixty) days from the date of this Agreement, an irrevocable and
unconditional guarantee from a Bank for a sum equivalent to Rs. *******£ (Rupees *******) in
the form set forth in Schedule D (the “Performance Security”).
8.1.2 Notwithstanding anything to the contrary contained in this Agreement, in the event Performance
Security is not provided by the Implementation Agency within a period of 30 (thirty) days from the
date of this Agreement, all rights, privileges, claims and entitlements of the Implementation Agency
under or arising out of this Agreement shall be deemed to have been waived by, and to have ceased
with the concurrence of the Implementation Agency, and the Authority shall have the right to
terminate the Agreement. Further, the Implementation Agency and the selected Bidder/Consortium
members and their Associates will be blacklisted for participation in the tendering process for the
works of the Authority and works under other Centrally Sponsored Schemes, for a period of two
(2) years from the bid due date of this Project.
8.2 Appropriation of Performance Security
Upon occurrence of an Implementation Agency’s Default or failure to meet any Condition
Precedent, the Authority shall, without prejudice to its other rights and remedies hereunder or in
law, be entitled to encash and appropriate from the Performance Security the amounts due to it for
and in respect of such Implementation Agency’s Default or for failure to meet any Condition
Precedent. Upon such encashment and appropriation from the Performance Security, the
Implementation Agency shall, within 15 (fifteen) days thereof, replenish, in case of partial
appropriation, to the original level of the Performance Security, and in case of appropriation of the
entire Performance Security provide a fresh Performance Security, as the case may be, failing
which the Authority shall be entitled to terminate this Agreement in accordance with Article 24.
Upon such replenishment or furnishing of a fresh Performance Security, as the case may be, the
Implementation Agency shall be entitled to an additional Cure Period of 90 (ninety) days for
remedying the Implementation Agency’s Default or for satisfying any Condition Precedent, and in
the event of the Implementation Agency not curing its default or meeting such Condition Precedent
within such Cure Period, the Authority shall be entitled to encash and appropriate such Performance
Security as Damages, and to terminate this Agreement in accordance with Article 24.
8.3 Release of Performance Security
The Performance Security shall remain in force and effect for a period of 180 (one hundred and
eighty) days from COD of the Project; provided, however, that the Performance Security shall not
be released if the Implementation Agency is in breach of this Agreement. Upon request made by
the Implementation Agency for release of the Performance Security along with the particulars
which establish satisfaction of the requirements specified under this Clause 8.3, the Authority shall
release the Performance Security forthwith.
8.4 References to Performance Security
References to Performance Security occurring in this Agreement for and in respect of any period
prior to the delivery of the Performance Security by the Implementation Agency to the Authority,

£ 5% of the estimated Total Project Cost set forth in the Detailed Project Report

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or in respect of any period subsequent to the expiry or release thereof, as the case may be, shall be
construed solely for the purposes of calculating the amount of Damages payable by the
Implementation Agency, and the amount so determined shall be appropriated from the Performance
Security.

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8 ARTICLE 9 - PROJECT SITE

9.1 The Site
The site of the Project shall comprise the land area described in the Detailed Project Report and
mentioned in Schedule E which shall be provided by the Implementation Agency under and in
accordance with this Agreement (the “Site”) for the development of the Project. For the avoidance
of doubt, it is hereby acknowledged and agreed that references to the Site shall be construed as
references to the land area required for the Project as set forth in the Schedule E and shall include
use of the Site for development of the Project.
9.2 Procurement of the Site
9.2.1 The Implementation Agency acknowledges and agrees that prior to the Appointed Date, it shall
have procured issuance of the statutory notification under Applicable Laws for vesting of all land
comprising the Project and has taken possession of the total area thereof. In case the
Implementation Agency is not owner of the Site, the minimum lease period of the Site shall be at
least 30 years from the Appointed Date; provided further that the Implementation Agency shall
submit necessary Documentation in this regard as part of Conditions Precedent as per Clause 3.1.3.
9.2.2 All property taxes and any other charges or payments towards the Site including any stamp duty
charges shall be payable by the Implementation Agency in accordance with Applicable Laws.
9.3 Site to be free from Encumbrances
The Site made available by the Implementation Agency pursuant hereto shall be free from all
Encumbrances and occupations. The Authority shall not make any payment to the Implementation
Agency on account of any costs, compensation, expenses and charges for the acquisition and use
of such Site. It is further agreed that the Implementation Agency accepts and undertakes to bear
any and all risks arising out of the inadequacy or physical condition of the Site.
9.4 Access rights of the Authority and others
The Implementation Agency shall allow free access to the Site at all times for the authorized
representatives and vehicles of the Authority, Project Monitoring Committee and the Project
Consultant, and for the persons and vehicles duly authorized by any Government Instrumentality
or designated GOI agency to inspect the Project and to investigate any matter within their authority,
and upon reasonable notice, the Implementation Agency shall provide to such persons reasonable
assistance necessary to carry out their respective duties and functions.

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10 ARTICLE 10 - DESIGN AND CONSTRUCTION OF THE PROJECT

10.1 Obligations prior to commencement of construction
Prior to commencement of Construction Works, the Implementation Agency shall:
(a) submit to the Authority and the Project Consultant its detailed architectural and engineering
drawings (as required for proper execution and completion of the Project), construction
methodology, quality assurance procedures, and the procurement, engineering and
construction time schedule for completion of the Project in accordance with the Project
Completion Schedule as set forth in the Detailed Project Report and Schedule F;
(b) appoint its representative duly authorised to deal with the Authority and the Project
Consultant in respect of all matters under or arising out of or relating to this Agreement;
(c) undertake, do and perform all such acts, deeds and things as may be necessary or required
before commencement of construction under and in accordance with this Agreement,
Applicable Standards, Applicable Laws and Applicable Permits; and
(d) make its own arrangements for procurement of materials needed for the Project under and in
accordance with Applicable Laws and Applicable Permits
10.2 Construction of the Project
10.2.1 On or after the Appointed Date, the Implementation Agency shall undertake construction of the
Project in conformity with the Detailed Project Report and Applicable Standards. The *****£ day
from the Appointed Date shall be the scheduled date for completion of the Project (the “Scheduled
Completion Date”) and the Implementation Agency agrees and undertakes that construction of the
Project shall be completed on or before the Scheduled Completion Date.
10.2.2 The Implementation Agency shall construct the Project in accordance with the Project Completion
Schedule set forth in the Detailed Project Report and Schedule F. In the event that the
Implementation Agency fails to achieve any Project Milestone within a period of 90 (ninety) days
from the date set forth for such Project Milestone, unless such failure has occurred due to Force
Majeure or for reasons attributable to the Authority, it shall pay Damages to the Authority in a sum
calculated at the rate of 0.1% (zero point one per cent) of the amount of Performance Security for
delay of each day until such Project Milestone is achieved; provided that if any or all Project
Milestones or the Scheduled Completion Date are extended in accordance with the provisions of
this Agreement, the dates set forth in the Schedule F shall be deemed to be modified accordingly
and the provisions of this Agreement shall apply as if the Project Milestones has been amended as
above; provided further that in the event COD is achieved on or before the Scheduled Completion
Date, the Damages paid under this Clause 10.2.2 shall be refunded by the Authority to the
Implementation Agency, but without any interest thereon. For the avoidance of doubt, it is agreed
that recovery of Damages under this Clause 10.2.2 shall be without prejudice to the rights of the
Authority under this Agreement, including the right of Termination thereof.
10.2.3 In the event that the Project is not completed and COD does not occur within 120 (one hundred and
twenty) days from the Scheduled Completion Date, unless the delay is on account of reasons
attributable to the Authority or due to Force Majeure, the Authority shall be entitled to Terminate
this Agreement.

£ Scheduled Completion Date as set forth in the Detailed Project Report

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10.3 Extension of Time

10.3.1 Without prejudice to any other provision of this Agreement for and in respect of extension of time,
the Implementation Agency shall be entitled to extension of time in the Project Completion
Schedule (the "Time Extension") to the extent that completion of any Project Milestone is or will
be delayed by any of the following reasons, namely:
(a) occurrence of a Force Majeure event in accordance with Article 22;
(b) any delay, impediment or prevention caused by or attributable to the Authority and the
Authority's personnel but does not include the inspection time/review time by the Authority
or its representative/personnel; and
(c) any other cause or delay which entitles the Implementation Agency to Time Extension in
accordance with the provisions of this Agreement
10.3.2 The Implementation Agency shall, no later than 15 (fifteen) business days from the occurrence of
an event or circumstance specified in Clause 10.3.1, inform the Authority by notice in writing,
stating in reasonable detail with supporting particulars, the event or circumstances giving rise to
the claim for Time Extension in accordance with the provisions of this Agreement. Provided that
the period of 15 (fifteen) business days shall be calculated from the date on which the
Implementation Agency became aware, or should have become aware, of the occurrence of such
an event or circumstance. Provided further that notwithstanding anything to the contrary contained
in this Agreement, Time Extension shall be due and applicable only for the Project Facilities which
are affected by the aforesaid events or circumstances and shall not in any manner affect the Project
Completion Schedule for and in respect of the Project Facilities which are not affected hereunder.
10.3.3 In the event of the failure of the Implementation Agency to issue to the Authority a notice in
accordance with the provisions of Clause 10.3.1 within the time specified therein, the
Implementation Agency shall not be entitled to any Time Extension and its right for any such claims
in future shall be forfeited. For the avoidance of doubt, in the event of failure of the Implementation
Agency to issue notice as specified in this Clause 10.3.2, the Authority shall be discharged from
any and all liabilities in connection with such claim.
10.3.4 The Authority shall, on receipt of the claim in accordance with the provisions of Clause 10.3.2,
examine the claim expeditiously within the time frame specified herein. In the event the Authority
requires any clarifications to examine the claim, the Authority shall seek the same within 15
(fifteen) days from the date of receiving such claim. The Implementation Agency shall, on receipt
of the communication of the Authority requesting for clarification, furnish the same to the Authority
Representative within 10 (ten) days thereof. The Authority shall, within a period of 30 (thirty) days
from the date of receipt of such clarifications, forward in writing to the Implementation Agency its
determination of Time Extension. Provided that when determining each extension of time under
this Clause 10.3, the Authority shall review previous determinations and may increase but shall not
decrease the total Time Extension.
10.4 Compliance with Applicable Laws
The Implementation Agency agrees and undertakes that it shall, in respect of the Project, at all
times conform to Applicable Laws and the rules, regulations or by-laws made there under relating
to buildings, structures, test equipment, road works, open spaces, electric supply, water supply,
sewerage and other like matters.

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11 ARTICLE 11 - MONITORING OF CONSTRUCTION

11.1 Monthly progress reports
During the Construction Period, the Implementation Agency shall, no later than 7 (seven) days after
the close of each month, furnish to the Authority and the Project Consultant a monthly report on
progress (both physical and financial) of the Construction Works executed and next month’s
construction plan along with other relevant information as may be required by the Project
Consultant or the Authority.
11.2 Quarterly Inspection
During the Construction Period, the Project Consultant shall inspect the Project works, at least once
in a quarter and make a report of such inspection (the “Inspection Report”) with particular
reference to physical and financial progress, funds flow to the Project, quality of work, variation,
scrutinising contractual orders made with original equipment manufacturers (OEMs) and status of
statutory approvals/ clearances, compliance to statutes. It shall send a copy of the Inspection Report
to the Authority and the Implementation Agency and upon receipt thereof, the Implementation
Agency shall undertake remedial actions, if any, against the observations stated in the Inspection
Report. Such inspection or submission of Inspection Report by the Project Consultant shall not
relieve or absolve the Implementation Agency of its obligations and liabilities hereunder in any
manner whatsoever.
11.3 Delays during construction
Without prejudice to the provisions of Clause 10.2.2, if the Implementation Agency does not
achieve any of the Project Milestones or the Project Consultant shall have reasonably
determined that the rate of progress of Construction Works is such that the Project is not likely
to be completed by the Scheduled Completion Date, notify the Implementation Agency to this
effect, and the Implementation Agency shall, within 15 (fifteen) days of such notice, by a
communication inform the Authority and the Project Consultant in reasonable detail about the
steps it proposes to take to expedite progress and the period within which it shall achieve COD.

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12 ARTICLE 12 - COMPLETION OF PROJECT CONSTRUCTION

12.1 Tests
All tests prior to completion of the Project shall be conducted in accordance with the Construction
Standards, Good Industry Practice and as required for necessary accreditations at the cost and
expense of the Implementation Agency. Upon completion of each test, the Implementation Agency
shall provide to the Authority copies of all test data including detailed test results. For the avoidance
of doubt, it is expressly agreed that the Authority may require the Implementation Agency to carry
out or cause to be carried out additional tests, in accordance with Good Industry Practice, for
determining the compliance of the Project with Applicable Standards, Applicable Laws, Applicable
Permits and terms of this Agreement.
12.2 Completion of Construction
Upon completion of the Construction Works, the determining of the tests to be successful and the
demonstration of the readiness by the Implementation Agency for commencement of Services to
the satisfaction of the Authority, the Authority shall forthwith issue to the Implementation Agency
a certificate substantially in the form set forth in Schedule J (the “Completion Certificate”).

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13 ARTICLE 13 - ENTRY INTO COMMERCIAL SERVICE

13.1 Commercial Operation Date (COD)
The Project construction and commissioning shall be deemed to be complete, upon the Authority
issuing a certificate to the Implementation Agency in accordance with Clause 12.2 and accordingly
the commercial operation date of the Project shall be the date on which such certificate is issued
and the Implementation Agency shall have obtained the Applicable Permits to operate the Project
(“the COD”). The Project shall enter into commercial service on COD whereupon the
Implementation Agency shall be entitled to demand and collect Fee in accordance with the
provisions of Article 18.
13.2 Damages for delay
Subject to the provisions of Clause 10.2, if COD does not occur prior to the 91st (ninety first) day
after the Scheduled Completion Date, unless the delay is on account of reasons attributable to the
Authority or due to Force Majeure, the Implementation Agency shall pay Damages to the Authority
in a sum calculated at the rate of 0.1% (zero point one per cent) of the amount of Performance
Security for delay of each day until COD is achieved.

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14 ARTICLE 14 - OPERATION AND MAINTENANCE (O&M)

14.1 O&M obligations of the Implementation Agency
14.1.1 During the Operation Period, the Implementation Agency shall operate and maintain the Project in
accordance with this Agreement, Good Industry Practice, Applicable Laws and Applicable Permits
at its own cost and expense. In the event any modification, repair or otherwise improvements are
required to the Project, the Implementation Agency will, at its own cost and expense, to comply
with the provisions of this Agreement, Applicable Laws and Applicable Permits, Detailed Project
Report and conform to Applicable Standards and Good Industry Practice. The obligations of the
Implementation Agency hereunder shall include:
(a) ensuring to provide the Services, as are required as per the terms of this Agreement and Good
Industry Practice;
(b) permitting safe, smooth and services for the Users, including prevention of loss or damage
thereto, during normal operating conditions;
(c) collecting and appropriating the Fee;
(d) carrying out periodic routine and preventive maintenance of the Project;
(e) adhere to the provisions of all laws of the land including municipal laws and by-laws and
rules in connection with display of advertisement. The Implementation Agency shall also
pay/ensure payment of advertisement tax, service tax, other taxes and levies (if any), in
respect of the advertisements displayed;
(f) operation and maintenance of all Project Assets diligently and efficiently and in accordance
with Good Industry Practice;
(g) obtain certification/accreditation from appropriate National/International Agencies;
(h) follow all labour laws and regulations and pay the wages, deposit PF and ESI contributions
and other dues to its workers in time. The Implementation Agency shall indemnify the
Authority from any claims in this regard;
(i) taking all measures relating to fire precautions in accordance with Applicable Laws,
Applicable Permits and Good Industry Practice; and
(j) providing all the requisite information, data, operating statistics, etc., as may be required by
the Authority, any of the Government Instrumentality or GOI, from time to time.

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15 ARTICLE 15 - MONITORING OF O&M

15.1 Half yearly status reports
At all times during the Operation Period, the Implementation Agency shall, no later than 7 (seven)
days after the close of each half year, furnish to the Authority a half yearly management report, in
a form acceptable to the Authority, stating in reasonable detail:
(a) key performance indicators achieved in the half year period, along with an analysis of reasons
for failures, if any, and proposals to remedy the same;
(b) key operational hurdles and deliverables expected in the succeeding half year period along
with strategies for addressing the same and for otherwise improving the Project’s operational
performance; and
(c) key financial parameters for the half year period, as benchmarked against the half year
budget, the reasons for shortfall, if any, and proposals to remedy the same

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16 ARTICLE 16 - FINANCIAL CLOSE

16.1 Financial Close
Subject to the provisions of Clause 3.1.3 and 3.3, the Implementation Agency hereby agrees and
undertakes that it shall achieve Financial Close within 90 (ninety) days from the date of this Agreement
and in the event, the Implementation Agency has failed to achieve Financial Close within the said time
period, it shall be liable to pay Damages as specified in Clause 3.2.

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17 ARTICLE 17 - GRANT-IN-AID
17.1 Grant-in-Aid
17.1.1 The Authority agrees to provide to the Implementation Agency financial support by way of an
outright grant equal to the sum set forth in the Bid, namely, Rs. ******* (Rupees in words
*******) in accordance with the provisions of this Article 17 (the “Grant”); provided further that
such Grant shall be limited to lowest of (i) Grant set forth in the Bid; and (b) 75% (seventy five
percent) of the Total Project Cost. The Grant shall be utilised for the 2 (two) components of the
Total Project Cost in the following manner:
(i) the Grant to be utilised for meeting up to 20% (twenty percent) of the Total Project Cost
towards Civil Cost; and
(ii) the Grant to be utilised for meeting up to 80% of the Total Project Cost towards Equipment
Cost.
17.1.2 Subject to the conditions specified in this Clause 17.1, the Grant shall be credited to the Escrow
Account and shall be applied by the Implementation Agency for meeting the Total Project Cost.
17.1.3 The Grant shall be disbursed to the Implementation Agency subject to the Implementation Agency
achieving Financial Closure in accordance with Article 16 and shall not exceed the sum specified
in Clause 17.1.1 and as accepted by the Authority and subject to the conditions of this Article 17.
17.1.4 The Grant shall be disbursed in instalments as per the schedule submitted in accordance with Clause
3.1.3 and as approved by the Authority and DTISC. The number of instalments shall not exceed 5
(five) for the entire Project.
17.1.5 The first instalment of Grant will be released against Bank Guarantee as per Schedule D and such
instalment shall not exceed more than 20% (twenty percent) of the Grant.
17.1.6 For every subsequent instalment, the Implementation Agency shall submit a bond / Bank Guarantee
regarding utilisation of funds as per Schedule D for an amount equivalent to the instalment. The
Bank Guarantees shall remain in force and effect for a period of 180 (one hundred and eighty) days
from COD of the Project; provided, however, that the Bank Guarantees shall not be released if the
Implementation Agency is in breach of this Agreement.
17.1.7 The release of instalments by the Authority shall be subject to:
(a) submission of Utilisation Certificate (UC) as per Schedule G by a Statutory Auditor for the
amounts utilised and confirmation that these are in compliance of the terms and conditions
of Clause 17.1;
(b) submission of pre-receipt bills for the funds to be disbursed along with a certificate that the
Implementation Agency has not indulged in corrupt practices;
(c) a report from Project Consultant including certification of physical and financial progress of
the Project; and
(d) proof of matching contribution of the funds having been invested by the Implementation
Agency which shall be duly certified by a Statutory Auditor.
17.1.8 The Implementation Agency would be required to maintain subsidiary accounts of the Grant and
furnish to the Project Consultant a set of audited statement of accounts after utilization of the Grant
or whenever called for.
17.1.9 In the event, at the completion of the Project, the actual Total Project Cost is lower than the
estimated Total project Cost, then the Implementing Agency shall return to the Authority the
amount of Grant that has been disbursed in excess of amounts as pr provisions of Clause 17.1.1.

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17.1.10 The Implementation Agency shall not utilize the interest earned on the recurring/nonrecurring
Grant, released to it for any purpose. The interest earned shall be indicated in the Utilisation
Certificate which shall be refunded to the Authority on a quarterly basis, after sanctioned Grant is
utilized.
17.1.11 The Grant should not be a source of profit. If after examination of the audited accounts, the
Authority comes to the conclusion that the Grant has been a source of profit, then the
Implementation Agency shall forthwith refund the amount of Grant to the Authority with interest
rate equal to 3% (three percent) above the Bank Rate.
17.1.12 In the event of occurrence of an Implementation Agency’s Default, disbursement of Grant shall be
suspended till such Implementation Agency’s Default has been cured by the Implementation
Agency. In the event any amount disbursed is in default of the terms and conditions of this Clause
17.1.10, the Authority shall have the right to recover the same from the Performance Guarantee
and other Bank Guarantees as specified in Clause 17.1.6 or deduct in the subsequent instalment
with interest rate equal to 3% (three percent) above the Bank Rate.
17.1.13 The Project Assets acquired / created by the Implementation Agency out of the Authority’s
financial assistance shall not be disposed, encumbered or utilized for purposes other than those for
which funds have been released.

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18 ARTICLE 18 - USER FEE

18.1 Collection of Fee by the Implementation Agency
18.1.1 On and from COD, the Implementation Agency has the right to demand, collect and appropriate fees
from the Users (the “Fee”) for the Services set forth in Schedule H. The Implementation Agency shall
fix the Fee based on market conditions and on such other conditions, if any, as may be notified and
made applicable by a competent authority.
18.1.2 The Implementation Agency acknowledges and agrees that it shall provide the Services in a transparent
and non-discriminatory manner to the Users and it shall not place, or cause to be placed, any restriction
on such use, except to the extent specified in any Applicable Laws, Applicable Permits or the provisions
of this Agreement.
18.2 Display of Fee
The Implementation Agency shall, at all entry points of the Project and near the Fee counters at the
Project, prominently display the applicable rates of Fee for information of the Users.

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19 ARTICLE 19 - ESCROW ACCOUNT

19.1 Escrow Account
19.1.1 The Implementation Agency shall, prior to the Appointed Date, open and establish an Escrow Account
with a Bank (the “Escrow Bank”) in accordance with this Agreement read with the Escrow
Agreement.
19.1.2 The nature and scope of the Escrow Account are fully described in the agreement (the “Escrow
Agreement”) to be entered into amongst the Implementation Agency, the Authority and the Escrow
Bank, which shall be substantially in the form set forth in Schedule C.
19.2 Deposits into Escrow Account
The Implementation Agency shall deposit or cause to be deposited the following inflows and receipts
into the Escrow Account:
(a) all monies received in relation to the Project from Banks, other lenders, shareholders and
insurance companies;
(b) all Fee and any other revenues from or in respect of the Project, including the proceeds of
any rentals, deposits, capital receipts or insurance claims;
(c) all payment by the Authority, after deduction of any outstanding payments: and
(d) Termination Payment
19.3 Withdrawals during Construction Period
19.3.1 The Implementation Agency shall, at the time of opening the Escrow Account, give irrevocable
instructions, by way of an Escrow Agreement, to the Escrow Bank instructing, inter alia, that deposits
in the Escrow Account shall be appropriated in the following order every month, or at shorter intervals
as necessary, and if not due in a month then appropriated proportionately in such month and retained
in the Escrow Account and paid out therefrom in the month when due:
(a) all taxes due and payable by the Implementation Agency for and in respect of the Project;
(b) any amount due on account of appropriation of the Performance Security under Article 8 of
the Agreement;
(c) all payments relating to construction of the Project;
(d) all payments and Damages certified by the Authority as due and payable to it by the
Implementation Agency. The Implementation Agency hereby agrees to give irrevocable
instructions to the Escrow Bank to make payment from the Escrow Account in accordance
with the instructions of the Authority; and
(e) balance, if any, in accordance with the instructions of the Implementation Agency towards
Project implementation and as part of the Total Project Cost
19.3.2 The Implementation Agency shall not in any manner modify the order of payment specified in Clause
19.3.1, except with the prior written approval of the Authority.
19.4 Withdrawals upon Termination
Notwithstanding anything to the contrary contained in this Agreement, all amounts standing to the
credit of the Escrow Account shall, upon Termination, be appropriated in the following order:
(a) all taxes due and payable by the Implementation Agency for and in respect of the Project;

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(b) any amount due on account of appropriation of the Performance Security under Article 8 of
this Agreement;
(c) all payments and Damages certified by the Authority as due and payable to it by the
Implementation Agency. The Implementation Agency hereby agrees to give irrevocable
instructions to the Escrow Bank to make payment from the Escrow Account in accordance
with the instructions of the Authority; and
(d) any other payments required to be made under this Agreement
The provisions of this Article 19 and the instructions contained in the Escrow Agreement shall remain
in full force and effect until the obligations set forth in Clause 19.4 have been discharged.

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20 ARTICLE 20 - INSURANCE
20.1 Insurance during Construction and Operation Period
The Implementation Agency shall effect and maintain at its own cost, during the Construction Period
and the Operation Period, such insurances for such maximum sums as may be required under the
Applicable Laws, and such insurances as may be necessary or prudent in accordance with Good
Industry Practice. The Implementation Agency shall also effect and maintain such insurances as may
be necessary for mitigating the risks that may devolve on the Authority as a consequence of any act or
omission of the Implementation Agency during the Construction Period. The Implementation Agency
shall procure that in each insurance policy, the Authority shall be a co-insured and that the insurer shall
pay the proceeds of insurance into the Escrow Account.
20.2 Insurance Cover
Without prejudice to the provisions contained in Clause 20.1, the Implementation Agency shall, during
the Operation Period, procure and maintain Insurance Cover including but not limited to the following:
(a) loss, damage or destruction of the Project Assets;
(b) comprehensive third party liability insurance including injury to or death of personnel of the
Authority or others who may enter the Project;
(c) the Implementation Agency’s general liability arising out of the Contract;
(d) liability to third parties for goods or property damage;
(e) workmen’s compensation insurance; and
(f) any other insurance that may be necessary to protect the Implementation Agency and its
employees, including all Force Majeure Events that are insurable at commercially reasonable
premiums and not otherwise covered in items (a) to (e) above
20.3 Notice to the Authority
No later than 30 (thirty) days prior to commencement of the Construction Period and the COD, as the
case may be, the Implementation Agency shall by notice furnish to the Authority, in reasonable detail,
information in respect of the insurances that it proposes to effect and maintain in accordance with this
Article 20. Within 30 (thirty) days of receipt of such notice, the Authority may require the
Implementation Agency to effect and maintain such other insurances as may be necessary pursuant
hereto, and in the event of any difference or disagreement relating to any such insurance, the Dispute
Resolution Procedure shall apply.
20.4 Evidence of Insurance Cover
All insurances obtained by the Implementation Agency in accordance with this Article 20 shall be
maintained with insurers on terms consistent with Good Industry Practice. Within 15 (fifteen) days of
obtaining any insurance cover, the Implementation Agency shall furnish to the Authority, notarized
true copies of the certificate(s) of insurance, copies of insurance policies and premia payment receipts
in respect of such insurance, and no such insurance shall be cancelled, modified, or allowed to expire
or lapse until the expiration of at least 45 (forty five) days after notice of such proposed cancellation,
modification or non-renewal has been delivered by the Implementation Agency to the Authority.
20.5 Remedy for failure to insure
If the Implementation Agency shall fail to effect and keep in force all insurances for which it is
responsible pursuant hereto, the Authority shall have the option to either keep in force any such

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insurances, and pay such premia and recover the costs thereof from the Implementation Agency, or in
the event of computation of a Termination Payment, treat an amount equal to the Insurance Cover as
deemed to have been received by the Implementation Agency.
20.6 Waiver of subrogation
All insurance policies in respect of the insurance obtained by the Implementation Agency pursuant to
this Article 20 shall include a waiver of any and all rights of subrogation or recovery of the insurers
there under against, inter alia, the Authority, and its assigns, successors, undertakings and their
subsidiaries, affiliates, employees, insurers and underwriters, and of any right of the insurers to any set-
off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any
liability of any such person insured under any such policy or in any way connected with any loss,
liability or obligation covered by such policies of insurances.
20.7 Implementation Agency’s waiver
The Implementation Agency hereby further releases, assigns and waives any and all rights of
subrogation or recovery against, inter alia, the Authority and its assigns, undertakings and their
subsidiaries, affiliates, employee, successors, insurers and underwriters, which the Implementation
Agency may otherwise have or acquire in or from or in any way connected with any loss, liability or
obligation covered by policies of insurance maintained or required to be maintained by the
Implementation Agency pursuant to this Agreement (other than third party liability insurance policies)
or because of deductible clauses in or inadequacy of limits of any such policies of insurance.
20.8 Application of insurance proceeds
The proceeds from all insurance claims, except life and injury, shall be paid to the Implementation
Agency by credit to the Escrow Account and it shall, notwithstanding anything to the contrary
contained in Clause 20.3, apply such proceeds for any necessary repair, reconstruction, reinstatement,
replacement, improvement or delivery of the Project.
20.9 Compliance with conditions of insurance policies
The Implementation Agency expressly acknowledges and undertakes to fully indemnify the Authority
from and against all losses and claims arising from the Implementation Agency’s failure to comply
with conditions imposed by the insurance policies effected in accordance with this Agreement.

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21 ARTICLE 21 - ACCOUNTS AND AUDIT

21.1 Audited Accounts
21.1.1 The Implementation Agency shall maintain books of accounts recording all its receipts (including all
revenues derived/collected by it from or on account of the Project and/or its use), income, expenditure,
payments (including payments from the Escrow Account), assets and liabilities, in accordance with this
Agreement, Good Industry Practice, Applicable Laws and Applicable Permits. The Implementation
Agency shall provide 2 (two) copies of its Balance Sheet, Cash Flow Statement, Profit and loss
Account, along with a report thereon by its Statutory Auditors, within 180 (one hundred and eighty)
days of the close of the Accounting Year to which they pertain and such audited accounts, save and
except where expressly provided to the contrary, shall form the basis of payments by either Party under
this Agreement. The Authority shall have the right either through itself or through any of its authorised
representatives, to inspect the records of the Implementation Agency during office hours and require
copies of relevant extracts of books of Accounts, duly certified by the Statutory Auditors, to be provided
to the Authority for verification of basis of payments, and in the event of any discrepancy or error being
found, the same shall be rectified and such rectified account shall form the basis of payments by either
party under this Agreement.
21.1.2 The Implementation Agency shall, within 30 (thirty) days of the close of each quarter of an Accounting
Year, furnish to the Authority its unaudited financial results in respect of the preceding quarter, giving
summarized information on the conducted tests count for each category of Users using the Project and
liable for payment of Fee therefore, and any other information, in the manner and form prescribed by
the Securities and Exchange Board of India.
21.1.3 On or before the 31st (thirty-first) day of May each Year, the Implementation Agency shall provide to
the Authority, for the preceding Accounting Year, a statement duly audited by its Statutory Auditors
giving summarized information on revenues derived from the Project, and such other information as
the Authority may reasonably require.
21.2 Appointment of Auditors
21.2.1 The Implementation Agency shall appoint, and have during the subsistence of this Agreement as its
Statutory Auditors (the “Statutory Auditors”), a firm chosen by it from the mutually agreed list of 5
(five) reputable firms of chartered accountants (the “Panel of Chartered Accountants”), such list to
be prepared substantially in accordance with the criteria set forth in Schedule I. All fees and expenses
of the Statutory Auditors shall be borne by the Implementation Agency.
21.2.2 The Implementation Agency may terminate the appointment of its Statutory Auditors after a notice of
45 (forty five) days to the Authority, subject to the replacement Statutory Auditors being appointed
from the Panel of Chartered Accountants.
21.2.3 Notwithstanding anything to the contrary contained in this Agreement, the Authority shall have the
right, but not the obligation, to appoint at its cost from time to time and at any time, another firm (the
“Additional Auditors”) from the Panel of Chartered Accountants as may be decided by the Authority
to audit and verify all those matters, expenses, costs, realisations and things which the Statutory
Auditors are required to do, undertake or certify pursuant to this Agreement.
21.2.4 The Authority shall have the right, but not the obligation, to appoint at its cost, for the duration of the
Construction Period, another firm (the “Concurrent Auditors”) from the Panel of Chartered
Accountants to undertake concurrent audit of the Implementation Agency’s accounts as may be
decided by the Authority to undertake concurrent audit of the Implementation Agency’s accounts.

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21.3 Certification of claims by Statutory Auditors

Any claim or document provided by the Implementation Agency to the Authority in connection with
or relating to receipts, income, payments, costs, expenses, accounts or audit, and any matter incidental
thereto shall be valid and effective only if certified by its Statutory Auditors. For the avoidance of doubt,
such certification shall not be required for exchange of information in the normal course of business
including the submission of any periodic information in pursuance of the provisions of this Agreement,
save and except where such certification is expressly provided.
21.4 Set-off
In the event any amount is due and payable by the Authority to the Implementation Agency, it may set-
off any sums payable to it by the Implementation Agency and pay the balance remaining. Any exercise
by the Authority of its rights under this Clause 21.4 shall be without prejudice to any other rights or
remedies available to it under this Agreement or otherwise.
21.5 Dispute Resolution
In the event of there being any difference between the findings of the Additional Auditors or the
Concurrent Auditors, as the case may be, and the certification provided by the Statutory Auditors, such
Auditors shall meet to resolve the differences and if they are unable to resolve the same, such Dispute
shall be resolved by the Authority by recourse to the Dispute Resolution Procedure as set out under
Clause 26.

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22 ARTICLE 22 - FORCE MAJEURE

22.1 Force Majeure
As used in this Agreement, the expression “Force Majeure” or “Force Majeure Event” shall, save
and except as expressly provided otherwise, mean occurrence in India of any or all of Non-Political
Event, Indirect Political Event and Political Event, as defined in Clauses 22.2, 22.3 and 22.4
respectively, if it affects the performance by the Party claiming the benefit of Force Majeure (the
“Affected Party”) of its obligations under this Agreement and which act or event (a) is beyond the
reasonable control of the Affected Party, and (b) the Affected Party could not have prevented or
overcome by exercise of due diligence and following Good Industry Practice, and (c) has Material
Adverse Effect on the Affected Party.
22.2 Non-Political Event
A Non-Political Event shall mean one or more of the following acts or events:
(a) act of God, epidemic, pandemic, extremely adverse weather conditions, lightning,
earthquake, landslide, cyclone, flood, volcanic eruption, chemical or radioactive
contamination or ionising radiation, fire or explosion (to the extent of contamination or
radiation or fire or explosion originating from a source external to the Site);
(b) strikes or boycotts (other than those involving the Implementation Agency, Contractors or
their respective employees/representatives, or attributable to any act or omission of any of
them) interrupting supplies and services to the Project for a continuous period of 24 (twenty
four) hours and an aggregate period exceeding 7 (seven) days in an Accounting Year, and
not being an Indirect Political Event set forth in Clause 22.3;
(c) any failure or delay of a Contractor but only to the extent caused by another Non-Political
Event and which does not result in any offsetting compensation being payable to the
Implementation Agency by or on behalf of such Contractor;
(d) any judgement or order of any court of competent jurisdiction or statutory authority made
against the Implementation Agency in any proceedings for reasons other than (i) failure of
the Implementation Agency to comply with any Applicable Law or Applicable Permit, or
(ii) on account of breach of any Applicable Law or Applicable Permit or of any contract, or
(iii) enforcement of this Agreement, or (iv) exercise of any of its rights under this Agreement
by the Authority; or
(e) any event or circumstances of a nature analogous to any of the foregoing.
22.3 Indirect Political Event
An Indirect Political Events shall mean one or more of the following acts or events:
(a) an act of war (whether declared or undeclared), invasion, armed conflict or act of foreign
enemy, blockade, embargo, riot, insurrection, terrorist or military action, civil commotion or
politically motivated sabotage;
(b) industry-wide or state-wide strikes or industrial action for a continuous period of 24 (twenty
four) hours and exceeding an aggregate period of 7 (seven) days in an Accounting Year;
(c) any civil commotion, boycott or political agitation which prevents operations by the
Implementation Agency for an aggregate period exceeding 7 (seven) days in an Accounting
Year;

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(d) any failure or delay of a Contractor to the extent caused by any Indirect Political Event and
which does not result in any offsetting compensation being payable to the Implementation
Agency by or on behalf of such Contractor;
(e) any Indirect Political Event that causes a Non-Political Event;
(f) any event or circumstance of a nature analogous to any of the foregoing; or
(g) any political or economic upheaval, disturbance, movement, struggle or similar occurrence
which could not have been anticipated or foreseen by a prudent person and which causes the
construction or operation of the Project to be financially unviable or otherwise not feasible
22.4 Political Event
A Political Event shall mean one or more of the following acts or events by or on account of any
Government Instrumentality:
(a) compulsory acquisition in national interest or expropriation of any Project Assets or rights
of the Implementation Agency or of the Contractors;
(b) unlawful or unauthorized or without jurisdiction revocation of, or refusal to renew or grant
without valid cause, any clearance, license, permit, authorization, no objection certificate,
consent, approval or exemption required by the Implementation Agency or any of the
Contractors to perform their respective obligations under this Agreement and the Project
Agreements; provided that such delay, modification, denial, refusal or revocation did not
result from the Implementation Agency’s or any Contractor’s inability or failure to comply
with any condition relating to grant, maintenance or renewal of such clearance, license,
authorization, no objection certificate, exemption, consent, approval or permit;
(c) any failure or delay of a Contractor but only to the extent caused by another Political Event
and which does not result in any offsetting compensation being payable to the
Implementation Agency by on behalf of such Contractor; or
(d) any event or circumstance of a nature analogous to any the foregoing
22.5 Duty to report Force Majeure Events
22.5.1 Upon occurrence of a Force Majeure Event, the Affected Party shall by notice report such
occurrence to the other Party forthwith. Any notice pursuant hereto shall include full particulars of:
(a) the nature and extent of each Force Majeure Event which is the subject of any claim for relief
under this Article 22 with evidence in support thereof;
(b) the estimated duration and the effect or probable effects which such Force Majeure Event is
having or will have on the Affected Party’s performance of its obligations under this
Agreement;
(c) the measurement which the Affected Party is taking or proposes to take for alleviating the
impact of such Force Majeure Events; and
(d) any other information relevant to the Affected Party’s claim
22.5.2 The Affected party shall not be entitled to any relief for or in respect of a Force majeure Event
unless it shall have notified the other Party of the occurrence of the Force Majeure Events as soon
as reasonably practicable, and in any event no later than 7 (seven) days after the Affected Party
knew, or ought reasonably to have known, of its occurrence, and shall have given particulars of the
probable material effect that the Force Majeure Event is likely to have on the performance of its
obligations under this Agreement.

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22.5.3 For so long as the Affected Party continues to claim to be materially affected by such Force Majeure
Event, it shall provide the other Party with regular (and not less than weekly) reports containing
information as required by Clause 22.5.1, and such other information as the other Party may
reasonably request the Affected Party to provide.
22.6 Effect of Force Majeure Event on the Agreement
22.6.1 Upon the occurrence of any Force Majeure Event prior to the Appointed Date, the period set forth
in Clause 3.1 for fulfilment of Conditions Precedent and in Clause 16.1.1 for achieving Financial
Close shall be extended by a period equal in length to the duration of the Force Majeure Event.
22.6.2 At any time after the Appointed Date but prior to COD, if any Force Majeure Event occurs, the
Scheduled Completion Date and the dates set forth in the Project Completion Schedule shall be
extended by a period, equal in length to the duration for which such Force Majeure Events subsists
22.7 Allocation of costs arising out of Force Majeure
22.7.1 Upon occurrence of any Force Majeure Events prior to the Appointed Date, the Parties shall bear
their respective costs and no Party shall be required to pay to the other Party any costs thereof.
22.7.2 Upon occurrence of a Force Majeure Event after the Appointed Date but prior to COD, the costs
incurred and attributable to such event and directly relating to the Project (the “Force Majeure
Costs”) shall be allocated and paid as follows;
(a) upon occurrence of a Non-Political Event, the Parties shall bear their respective Force
Majeure Costs and neither Party shall be required to pay to the other Party any costs thereof;
and
(b) upon occurrence of an Indirect Political Event and Political Event, all Force Majeure Costs
attributable to such Political Event shall be reimbursed by the Authority to the
Implementation
For the avoidance of doubt, Force Majeure Costs may include payments on any increase in the cost
of Construction Works on account of inflation and all other costs directly attributable to the Force
Majeure Event, but shall not include loss of revenues, debt, O&M expenses, costs which are
expressly covered under any provision of this Agreement. Provided further that the Parties hereby
acknowledge that no Force Majeure Costs shall be due or payable by either of the Parties on account
of Force Majeure Event occurring during the Operation Period.
22.7.3 Save and except as expressly provided in this Article 22, neither Party shall be liable in any manner
whatsoever to the other Party in respect of any loss, damage, cost, expense, claims, demands and
proceedings relating to or arising out of occurrence or existence of any Force Majeure Event or
exercise of any right pursuant hereto.
22.8 Termination Notice for Force Majeure Event
If a Force Majeure Event subsists for a period of 180 (one hundred and eighty) days or more within
a continuous period of 365 (three hundred and sixty five) days occurring prior to COD, either Party
may in its discretion terminate this Agreement by issuing a Termination Notice to the other Party
without being liable in any manner whatsoever, save as provided in this Article 22, and upon issue
of such Termination Notice, this Agreement shall, notwithstanding anything to the contrary
contained herein, stand terminated forthwith; provided that before issuing such Termination Notice,
the Party intending to issue the Termination Notice shall inform the other Party of such intention
and grant 15 (fifteen) days’ time to make a representation, and may after the expiry of such 15
(fifteen) days period, whether or not it is in receipt of such representation, in its sole discretion
issue the Termination Notice.

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22.9 Termination Payment for Force Majeure Event

22.9.1 Upon Termination on account of Force Majeure Event occurring prior to COD, no further
disbursement of Grant shall be made by the Authority and the Implementation Agency shall be
liable to return immediately:
(a) the amount of Grant already availed from the Authority for the Civil Costs minus the
expenditure made on the Civil Cost, as shall be certified by the Statutory Auditor; and
(b) the equipment / machinery purchased under the Grant amount of book value, as shall be
certified by the Statutory Auditor. The remaining amount of Grant after deducting the book
value of equipment / machinery shall be returned to the Authority.
Provided further that the Parties hereby acknowledge that they shall not be entitled to terminate this
Agreement on account of Force Majeure Event during the Operation Period.
22.9.2 Termination Payment shall become due and payable to the Authority within 30 (thirty) days of a
demand being made by the Authority to the Implementation Agency with the necessary particulars,
and in the event of any delay, the Implementation Agency shall pay interest at a rate equal to 3%
(three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid;
provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is
expressly agreed that Termination Payment shall constitute full discharge by the Implementation
Agency of its payment obligations in respect thereof hereunder.
22.10 Dispute Resolution
In the event that the Parties are unable to agree in good faith about the occurrence or existence of
a Force Majeure Event, such Dispute shall be finally settled in accordance with the Dispute
Resolution Procedure as set out under Clause 26; provided that the burden of proof as to the
occurrence or existence of such Force Majeure Event shall be upon the Party claiming relief and/or
excuse on account of such Force Majeure Event.
22.11 Excuse from performance of obligations
If the Affected Party is rendered wholly or partially unable to perform its obligations under this
Agreement because of a Force Majeure Event, it shall be excused from performance of such of its
obligations to the extent it is unable to perform on account of such Force Majeure Event, provided
that;
(a) the suspension of performance shall be of no greater scope and of no longer duration than is
reasonably required by the Force Majeure Event;
(b) the Affected Party shall make all reasonable efforts to mitigate or limit damage to the other
Party arising out of or as a result of the existence or occurrence of such Force Majeure Event
and to cure the same with due diligence; and
(c) when the Affected Party is able to resume performance of its obligations under this
Agreement, it shall give to the other Party notice to that effect and shall promptly resume
performance of its obligations hereunder.

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23 ARTICLE 23 - TERMINATION
23.1 Termination for Implementation Agency’ Default
23.1.1 Save as otherwise provided in this Agreement, in the event that default by the Implementation
Agency under this Agreement and as specified below, and the Implementation Agency fails to cure
the default within the Cure Period set forth below, or where no Cure Period is specified, then within
a Cure Period of 60 (sixty) days, the Implementation Agency shall be deemed to be in default of
this Agreement (the “Implementation Agency’s Default”), unless the default has occurred solely
as a result of any breach of this Agreement by the Authority or due to Force Majeure. The defaults
referred to herein shall include but not limited to:
(a) the Performance Security has been encashed and appropriated in accordance with Clause 8.2
and the Implementation Agency fails to replenish or provide fresh Performance Security
within a Cure Period of 15 (fifteen) days;
(b) subsequent to the replenishment or furnishing of fresh Performance Security in accordance
with Clause 8.2, the Implementation Agency fails to meet any Condition Precedent or cure
the Implementation Agency’s Default, as the case may be, for which whole or part of the
Performance Security was appropriated, within a Cure Period of 90 (ninety) days;
(c) the Implementation Agency abandons or manifests intention to abandon the construction or
operation of the Project without the prior written consent of the Authority;
(d) unsatisfactory use of the Grant by the Implementation Agency including compromise with
the quality of work envisaged, or partial/incomplete implementation of the Project;
(e) COD does not occur within the period specified in Clause 10.2.3;
(f) the Implementation Agency has failed to make any payment to the Authority within the
period specified in this Agreement;
(g) an Escrow Default has occurred and the Implementation Agency fails to cure the default
within a Cure Period of 15 (fifteen) days;
(h) a breach of any of the Project Agreements by the Implementation Agency has caused a
Material Adverse Effect;
(i) the Implementation Agency creates any Encumbrance in breach of this Agreement;
(j) the Implementation Agency repudiates this Agreement or otherwise takes any action or
evidences or conveys an intention not to be bound by the Agreement;
(k) a Change in Ownership has occurred in breach of the provisions of Clause 4.3;
(l) there is a transfer, pursuant to law either of (i) the rights and/or obligations of the
Implementation Agency under any of the Project Agreements, or of (ii) all or part of the
assets or undertaking of the Implementation Agency, and such transfer causes a Material
Adverse Effect;
(m) an execution levied on any of the assets of the Implementation Agency has caused a Material
Adverse Effect;
(n) the Implementation Agency is adjudged bankrupt or insolvent, or if a trustee or receiver is
appointed for the Implementation Agency or for the whole or material part of its assets that
has a material bearing on the Project;
(o) the Implementation Agency has been, or is in the process of being liquidated, dissolved,
wound-up, amalgamated or reconstituted in a manner that would cause, in the reasonable
opinion of the Authority, a Material Adverse Effect;

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(p) a resolution for winding up of the Implementation Agency is passed, or any petition for
winding up of the Implementation Agency is admitted by a court of competent jurisdiction
and a provisional liquidator or receiver is appointed and such order has not been set aside
within 90 (ninety) days of the date thereof or the Implementation Agency is ordered to be
wound up by a court except for the purpose of amalgamation or reconstruction; provided
that, as part of such amalgamation or reconstruction, the entire property, assets and
undertaking of the Implementation Agency are transferred to the amalgamated or
reconstructed entity and that the amalgamated or reconstructed entity has unconditionally
assumed the obligations of the Implementation Agency under this Agreement and the Project
Agreements; and provided that:
(i) the amalgamated or reconstructed entity has the capability and operating experience
necessary for the performance of its obligations under this Agreement and the Project
Agreements;
(ii) the amalgamated or reconstructed entity has the financial standing to perform its
obligations under this Agreement and the Project Agreements and has a credit
worthiness at least as good as that of the Implementation Agency as at the Appointed
Date; and
(iii) each of the Project Agreements remains in full force and effect;
(q) any representation or warranty of the Implementation Agency herein contained which is, as
of the date hereof, found to be materially false, incorrect or misleading or the Implementation
Agency is at any time hereafter found to be in breach thereof;
(r) the Implementation Agency submits to the Authority any statement, notice or other
document, in written or electronic form, which has a material effect on the Authority’s rights,
obligations or interests and which is false in material particulars;
(s) the Implementation Agency has failed to fulfil any obligation, for which failure Termination
has been specified in this Agreement;
(t) the Implementation Agency issues a Termination Notice in violation of the provisions of this
Agreement;
(u) the Implementation Agency commits a default in complying with any other provision of this
Agreement if such default causes a Material Adverse Effect on the Authority; and
(v) the Implementation Agency fails to submit the Performance Security as per provisions of
Article 8
23.1.2 Without prejudice to any other rights or remedies which the Authority may have under this
Agreement, upon occurrence of a Implementation Agency’s Default, the Authority shall be entitled
to terminate this Agreement by issuing a Termination Notice to the Implementation Agency;
provided that before issuing the Termination Notice, the Authority shall by a notice inform the
Implementation Agency of its intention to issue such Termination Notice and grant 15 (fifteen)
days to the Implementation Agency to make a representation, and may after the expiry of such 15
(fifteen) days, whether or not it is in receipt of such representation, issue the Termination Notice.
23.2 Termination Payment during Construction Period
Upon Termination on account of Implementation Agency’s Default, no further disbursement shall
be made by the Authority and the Implementation Agency shall be liable to return the amount of
Grant already availed from the Authority. Further, the Authority will be entitled to encash and
appropriate from the Performance Security and other Bank Guarantees, the amounts due to it for
and in respect of such Implementation Agency’s Default.

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23.3 Termination Payment during Operation Period

23.3.1 Upon Termination on account of Implementation Agency’s Default, the Implementation Agency
shall be liable to return the amount of Grant already availed from the Authority.
23.3.2 Termination Payment shall become due and payable to the Authority within 30 (thirty) days of a
demand being made by the Authority to the Implementation Agency with the necessary particulars,
and in the event of any delay, the Implementation Agency shall pay interest at a rate equal to 3%
(three per cent) above the Bank Rate on the amount of Termination Payment remaining unpaid;
provided that such delay shall not exceed 90 (ninety) days. For the avoidance of doubt, it is
expressly agreed that Termination Payment shall constitute full discharge by the Implementation
Agency of its payment obligations in respect thereof hereunder.
23.3.3 The Parties expressly agrees that Termination Payment under this Article 23 shall constitute a full
and final settlement of all claims of the Parties on account of Termination of this Agreement for
any reason whatsoever and that the Parties thereof shall not have any further right or claim under
any law, treaty, convention, contract or otherwise.
23.4 Survival of rights
Notwithstanding anything to the contrary contained in this Agreement, but subject to the
provisions of Clause 23.3.4, any Termination pursuant to the provisions of this Agreement shall
be without prejudice to the accrued rights of either Party including its right to claim and recover
money damages, insurance proceeds, security deposits, and other rights and remedies, which it
may have in law or contract. All rights and obligations of either Party under this Agreement,
including Termination Payments, shall survive the Termination to the extent such survival is
necessary for giving effect to such rights and obligations.

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24 ARTICLE 24 - ASSIGNMENT AND CHARGES

24.1 Restrictions on assignment and charges
24.1.1 This Agreement shall not be assigned by the Implementation Agency to any person, save and except
with the prior consent in writing of the Authority, which consent the Authority shall be entitled to
decline without assigning any reason.
24.1.2 The Implementation Agency shall not create nor permit to subsist any Encumbrance, or otherwise
transfer or dispose of all or any of its rights and benefits under this Agreement or any Project
Agreement to which the Implementation Agency is a party, except with prior consent in writing of
the Authority, which consent the Authority shall be entitled to decline without assigning any reason.
24.2 Assignment by the Authority
Notwithstanding anything to the contrary contained in this Agreement, the Authority may, after
giving 60 (sixty) days’ notice to the Implementation Agency, assign and/or transfer any of its rights
and benefits and/or obligations under this Agreement to an assignee who is, in the reasonable
opinion of the Authority capable of fulfilling all of the Authority’s then outstanding obligations
under this Agreement.

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25 ARTICLE 25 - LIABILITY AND INDEMNITY

25.1 General indemnity
25.1.1 The Implementation Agency shall indemnify, defend, save and hold harmless the Authority and its
officers, servants, agents, Government Instrumentalities, designated GOI Agencies and Authority
owned and/or controlled entities/enterprises, (the “Government Indemnified Persons”) against
any and all suits, proceedings, actions, demands and claims from third parties for any loss, damage,
cost and expense of whatever kind and nature, whether arising out of any breach by the
Implementation Agency of any of its obligations under this Agreement or any related agreement or
on account of any defect or deficiency in the provision of services by the Implementation Agency
to the Authority or any User or from any negligence of the Implementation Agency under contract
or tort or, on any other ground whatsoever, except to the extent that any such suits, proceedings,
actions, demands and claims have arisen due to any negligent act or omission, or breach or default
of this Agreement on the part of the Government Indemnified Persons.
25.1.2 The Authority shall indemnify, defend, save and hold harmless the Implementation Agency against
any and all suits, proceedings, actions, demands and claims from third parties for any loss, damage,
cost and expense of whatever kind and nature arising out of breach by the Authority of any of its
obligations under this Agreement or any related agreement, which materially and adversely affect
the performance by the Implementation Agency of its obligations under this Agreement, save and
except that where any such claim, suit, proceedings, action, and/or demand has arisen due to a
negligent act or omission, or breach of any of its obligations under any provision of this Agreement
or any related agreement and/or breach of its statutory duty on the part of the Implementation
Agency, its subsidiaries, assigns, affiliates, contractors, servants or agents, the same shall be the
liability of the Implementation Agency.
25.2 Indemnity by the Implementation Agency
25.2.1 Without limiting the generality of Clause 25.1, the Implementation Agency shall fully indemnify,
hold harmless and defend the Authority and the Government Indemnified Persons from and against
any and all loss and/or damages arising out of or with respect to:
(a) failure of the Implementation Agency to comply with Applicable Laws and Applicable
Permits;
(b) payment of taxes required to be made by the Implementation Agency, its subsidiaries, assigns
or affiliates in respect of the income or other taxes of the Implementation Agency’s
Contractors, suppliers and representatives; or
(c) non-payment of amounts due as a result of materials or services furnished to the
Implementation Agency or any of its contractors which are payable by the Implementation
Agency or any of its contractors.
25.2.2 Without limiting the generality of the provisions of this Article 25, the Implementation Agency shall
fully indemnify, hold harmless and defend the Government Indemnified Persons from and against
any and all suits, proceedings, actions, claims, demands, liabilities and damages which the
Government Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims,
suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights,
copyrights or other intellectual property, proprietary or confidentiality rights with respect to any
materials, information, design or process used by the Implementation Agency or by the
Implementation Agency’s Contractors in performing the Implementation Agency’s obligations or in
any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings,
a temporary restraint order or preliminary injunction is granted, the Implementation Agency shall
make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation

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or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings,
the Project, or any part thereof or comprised therein, is held to constitute an infringement and its
use is permanently enjoined, the Implementation Agency shall promptly make every reasonable
effort to secure for the Authority a license, at no cost to the Authority, authorizing continued use
of the infringing work. If the Implementation Agency is unable to secure such license within a
reasonable time, the Implementation Agency shall, at its own expense, and without impairing the
Specifications and Standards, either replace the affected work, or part, or process thereof with non-
infringing work or part or process, or modify the same so that it becomes non-infringing.
25.3 Notice and contest of claims
In the event that either Party receives a claim or demand from a third party in respect of which it is
entitled to the benefit of an indemnity under this Article 25 (the “Indemnified Party”) it shall
notify the other Party (the “Indemnifying Party”) within 15 (fifteen) days of receipt of the claim
or demand and shall not settle or pay the claim without the prior approval of the Indemnifying
Party, which approval shall not be unreasonably withheld or delayed. In the event that the
Indemnifying Party wishes to contest or dispute the claim or demand, it may conduct the
proceedings in the name of the Indemnified Party, subject to the Indemnified Party being secured
against any costs involved, to its reasonable satisfaction.
25.4 Defence of claims
25.4.1 The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate
any claim, action, suit or proceeding by any third party alleged or asserted against such Party in
respect of, resulting from, related to or arising out of any matter for which it is entitled to be
indemnified hereunder, and reasonable costs and expenses thereof shall be indemnified by the
Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify
the Indemnified Party in respect of loss to the full extent provided by this Article 27, the
Indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim,
action, suit or proceeding, liabilities, payments and obligations at its expense and through the
counsel of its choice; provided it gives prompt notice of its intension to do so to the Indemnified
Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the
Indemnified Party prior to the assumption by the Indemnifying Party of such defence. The
Indemnifying Party shall not be entitled to settle or compromise any claim, demand, action, suit or
proceeding without the prior written consent of the Indemnified Party, unless the Indemnifying
Party provides such security to the Indemnified Party as shall be reasonably required by the
Indemnified Party to secure the loss to be indemnified hereunder to the extent so compromised or
settled.
25.4.2 If the Indemnifying Party has exercised its rights under Clause 25.3, the Indemnified Party shall
not be entitled to settle or compromise any claim, action, suit or proceeding without the prior
written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or
delayed).
25.4.3 If the Indemnifying Party exercises its rights under Clause 25.3, the Indemnified Party shall
nevertheless have the right to employ its own counsel, and such counsel may participate in such
action, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party,
when and as incurred, unless:
(a) the employment of counsel by such party has been authorized in writing by the Indemnifying
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(b) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest
between the Indemnifying Party and the Indemnified Party in the conduct of the defence of
such action; or
(c) the Indemnifying Party shall not, in fact, have employed independent counsel reasonably
satisfactory to the Indemnified Party, to assume the defence of such action and shall have been
so notified by the Indemnified Party; or
(d) the Indemnified Party shall have reasonably concluded and specifically notified the
Indemnifying Party either:
(i) that there may be specific defences available to it which are different from or additional
to those available to the Indemnifying Party; or
(ii) that such claim, action, suit or proceeding involves or could have a material adverse
effect upon it beyond the scope of this Agreement:
Provided that if Sub-clauses (b), (c) or (d) of this Clause 25.4.3 shall be applicable, the counsel for
the Indemnified Party shall have the right to direct the defence of such claim, demand, action, suit
or proceeding on behalf of the Indemnified Party, and the reasonable fees and disbursements of
such counsel shall constitute legal or other expenses hereunder.
25.5 No consequential claims
Notwithstanding anything to the contrary contained in this Article 25, the indemnities herein
provided shall not include any claim or recovery in respect of any cost, expense, loss or damage of
an indirect, incidental or consequential nature, including loss of profit, except as expressly provided
in this Agreement.
25.6 Survival on Termination
The provisions of this Article 25 shall survive Termination.

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26 ARTICLE 26 - DISPUTE RESOLUTION

26.1 Dispute resolution
26.1.1 Any dispute, difference or controversy of whatever nature howsoever arising under or out of or in
relation to this Agreement (including its interpretation) between the Parties, and so notified in
writing by either Party to the other Party (the “Dispute”) shall, in the first instance, be attempted
to be resolved amicably in accordance with the conciliation procedure set forth in Clause 26.2.
26.1.2 The Parties agree to use their best efforts for resolving all Disputes arising under or in respect of
this Agreement promptly, equitably and in good faith, and further agree to provide each other with
reasonable access during normal business hours to all non-privileged records, information and data
pertaining to any Dispute.
26.2 Conciliation
In the event of any Dispute between the Parties, either Party may call upon the mutually agreed and
appointed 3rd (third) party to mediate and assist the Parties in arriving at an amicable settlement
thereof. Failing mediation by the 3rd (third) party or without the intervention of the 3rd (third) party,
either Party may require such Dispute to be referred to the Competent Authority of the Authority
and the Chairman of the Board of Directors of the Implementation Agency for amicable settlement,
and upon such reference, the said persons shall meet no later than 7 (seven) days from the date of
reference to discuss and attempt to amicably resolve the Dispute. If such meeting does not take
place within the 7 (seven) days period or the Dispute is not amicably settled within 15 (fifteen)
days of the meeting or the Dispute is not resolved as evidenced by the signing of written terms of
settlement within 30 (thirty) days of the notice in writing referred to in Clause 26.1.1 or such longer
period as may be mutually agreed by the Parties, either Party may refer the Dispute to Arbitration
in accordance with the provisions of Clause 26.3.
26.3 Arbitration
26.3.1 Any Dispute which is not resolved amicably by conciliation, as provided in Clause 26.2, shall be
finally decided by reference to arbitration by an arbitral tribunal appointed in accordance with
Clause 26.3.2. Such arbitration shall be held in accordance with the Rules of Arbitration of the
International Centre for Alternative Dispute Resolution, New Delhi (the “Rules”), or such other
rules as may be mutually agreed by the Parties, and shall be subject to the provisions of the
Arbitration and Conciliation Act, 1996 or any subsequent amendment or re-enactment thereof
(“Act”). The venue of such arbitration shall be Delhi, and the language of arbitration proceedings
shall be English.
26.3.2 There shall be an arbitral tribunal comprising 3 (three) arbitrators, of whom each Party shall select
one, and the third arbitrator shall be appointed by the 2 (two) arbitrators so selected, and in the
event of disagreement between the 2 (two) arbitrators, the appointment shall be made in accordance
with the Rules.
26.3.3 The arbitral tribunal shall make a reasoned award (the “Award”). Any Award made in any
arbitration held pursuant to this Article 26 shall be final and binding on the Parties as from the date
it is made, and the Implementation Agency and the Authority agree and undertake to carry out such
Award without delay.
26.3.4 The Implementation Agency and the Authority agree that an Award may be enforced against the
Implementation Agency and/or the Authority, as the case may be, and their respective assets
wherever situated. The Agreement and the rights and obligations of the Parties shall remain in full
force and effect, pending the Award in any arbitration proceedings hereunder.

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26.3.5 The expenses incurred by each Party in connection with the preparation, presentation, etc., of
arbitral proceedings shall be shared by each Party itself.
26.4 Adjudication by Regulatory Commission or Authority
In the event of constitution of a statutory tribunal or other forum with powers to adjudicate upon
disputes between the Implementation Agency and the Authority, all Disputes arising after such
constitution shall, instead of reference to arbitration under Clause 26.3, be adjudicated upon by
such tribunal or other forum in accordance with the Applicable Law and all references to Dispute
Resolution Procedure as set out under Clause 26 shall be construed accordingly. For the avoidance
of doubt, the Parties hereto agree that the adjudication hereunder shall not be final and binding until
an appeal against such adjudication has been decided by an appellate tribunal or High Court, as the
case may be, or no such appeal has been preferred within the time specified in the Applicable Law.

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27 ARTICLE 27 - REDRESSAL OF PUBLIC GRIEVANCES

27.1 Complaints Register
27.1.1 The Implementation Agency shall maintain a public relations office at the Project where it shall
keep a register (the “Complaint Register”) open to public access at all times for recording of
complaints by any person (the “Complainant”). Information relating to the availability of and
access to the Complaint Register shall be prominently displayed by the Implementation Agency at
the Project so as to bring it to the attention of all Users.
27.1.2 The Complaint Register shall be securely bound and each page thereof shall be duly numbered. It
shall have appropriate columns including the complaint number, date, name and address of the
Complainant, substance of the complaint and the action taken by the Implementation Agency.
Immediately after a complaint is registered, the Implementation Agency shall give a receipt to the
Complainant stating the date and complaint number.
27.1.3 Without prejudice to the provisions of Clauses 27.1.1 and 27.1.2, the Authority may, in consultation
with the Implementation Agency, specify the procedure for making complaints in electronic form
and for responses thereto.
27.2 Redressal of complaints
27.2.1 The Implementation Agency shall inspect the Complaint Register every day and take prompt and
reasonable action for redressal of each complaint. The action taken shall be briefly noted in the
Complaint Register and a reply stating the particulars thereof shall be sent by the Implementation
Agency to the Complainant under a certificate of posting.
27.2.2 Within 7 (seven) days of the close of each quarter, the Implementation Agency shall send to the
Authority a true photocopy each of all the pages of the Complaint Register on which any entry has
been recorded during the course of such quarter, and upon perusal thereof, the Authority may, in
its discretion, advise the Implementation Agency to take such further action as the Authority may
deem appropriate for a fair and just redressal of any grievance. The Implementation Agency shall
consider such advice and inform the Authority of its decision thereon, and if the Authority is of the
opinion that the Complainant is entitled to further relief, it may refer the matter to the competent
forum for its disposal under the Consumer Protection Act, 1986, and advise the Complainant to
pursue the complaint at his own risk and cost.

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28 ARTICLE 28 - MISCELLANEOUS
28.1 Governing law and jurisdiction
This Agreement shall be construed and interpreted in accordance with and governed by the laws of
India, and the courts in Delhi shall have exclusive jurisdiction over matters arising out of or relating
to this Agreement.
28.2 Waiver of immunity
Each Party unconditionally and irrevocably:
(a) agrees that execution, delivery and performance by it of this Agreement constitute commercial
acts done and performed for commercial purpose;
(b) agrees that, should any proceedings be brought against it or its asset, property or revenues in
any jurisdiction in relation to this Agreement or any transaction contemplated by this
Agreement, no immunity (whether by reason of sovereignty or otherwise) from such
proceedings shall be claimed by or on behalf of the Party with respect to its assets;
(c) waives any right of immunity which it or its assets, property or revenues now has, may acquire
in the future or which may be attributed to its in any jurisdiction; and
(d) consents generally in respect of the enforcement of any judgment or award against it in any
such proceedings to the giving of any relief or the issue of any process in any jurisdiction in
connection with such proceedings (including the making, enforcement or execution against it
or in respect of any assets, property or revenues whatsoever irrespective of their use or intended
use of any order or judgment that may be made or given in connection therewith).
28.3 Delayed payments
28.3.1 The Parties hereto agree that payments due from one Party to the other Party under the provisions
of this Agreement shall be made within the period set forth therein, and if no such period is
specified, within 30 (thirty) days of receiving a demand along with the necessary particulars. Unless
otherwise specified in this Agreement, in the event of delay beyond such period, the defaulting
Party shall pay interest for the period of delay calculated at a rate equal to 3% (three per cent) above
the Bank Rate, and recovery thereof shall be without prejudice to the rights of the Parties under this
Agreement including Termination thereof.
28.3.2 Unless otherwise specified, any interest payable under this Agreement shall accrue on a daily
outstanding basis and shall be compounded on the basis of quarterly rests.
28.4 Waiver
28.4.1 Waiver, including partial or conditional waiver, by either Party of any default by the other Party in
the observance and performance of any provision of or obligations under this Agreement;
(a) shall not operate or be construed as a waiver of any other or subsequent default hereof or of
other provisions of or obligations under this Agreement;
(b) shall not be effective unless it is in writing and executed by a duly authorized representative
of the Party; and
(c) shall not affect the validity or enforceability of this Agreement in any manner.
28.4.2 Neither the failure by either Party to insist on any occasion upon the performance of the terms,
conditions and provisions of this Agreement or any obligation thereunder nor time or other
indulgence granted by a Party to the other Party shall be treated or deemed as waiver of such breach
or acceptance of any variation or the relinquishment of any such right hereunder.

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28.5 Exclusion of implied warranties etc.

This Agreement expressly excludes any warranty, condition or other undertaking implied at law or
by custom or otherwise arising out of any other agreement between the Parties or any representation
by either Party not contained in a binding legal agreement executed by both Parties.
28.6 Survival
28.6.1 Termination shall:
(a) not relieve the Implementation Agency or the Authority, as the case may be, of any obligations
hereunder which expressly or by implication survive Termination hereof; and
(b) except as otherwise provided in any provision of this Agreement expressly limiting the liability
of either Party, not relieve either Party of any obligations or liabilities for loss or damage to
the other Party arising out of, or caused by, acts or omissions of such Party prior to the
effectiveness of such Termination or arising out of such Termination.
28.6.2 All obligations surviving Termination shall only survive for a period of 3 (three) years following
the date of such Termination.
28.7 Debarment
The Implementation Agency or any of its constituents shall be debarred if:
(a) it has been convicted of an offence under the Prevention of Corruption Act, 1988;
(b) it has been convicted for an offence under the Indian Penal Code or any other law for the time
being in force, for causing any loss of life or property or causing a threat to public health as
part of execution of a public procurement contract;
(c) proceedings against any of its constituents are running under Insolvency and Bankruptcy code
(IBC); and
(d) the constituents of Implementation Agency are blacklisted by GOI / State Government
The Implementation Agency or any of its constituents debarred under any of the provisions
mentioned in this Clause 28.7 or any successor of the Implementation Agency / its constituents
shall not be eligible to participate in a procurement process of any procuring entity for a period not
exceeding 3 (three) years commencing from the date of debarment.
28.8 Entire Agreement
This Agreement and the Schedules together constitute a complete and exclusive statement of the
terms of the Agreement between the Parties on the subject hereof, and no amendment or
modification hereto shall be valid and effective unless such modification or amendment is agreed
to in writing by the Parties and duly executed by persons especially empowered in this behalf by
the respective parties. All prior written or oral understandings, offers or other communications of
every kind pertaining to this Agreement are abrogated and withdrawn. For the avoidance of doubt,
the Parties hereto agree that any obligations of the Implementation Agency arising from the Request
for Proposals, shall be deemed to form part of this Agreement and treated as such.
28.9 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 will negotiate in good faith with a

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view to agreeing to one or more provisions which may be substituted for such invalid,
unenforceable or illegal provisions, as nearly as is practicable to such invalid, illegal or
unenforceable provision. Failure to agree upon any such provisions shall not be subject to the
Dispute Resolution Procedure set forth under this Agreement under Clause 27 or otherwise.
28.10 No partnership
This Agreement shall not be interpreted or construed to create an association, joint venture or
partnership between the Parties, or to impose any partnership obligation or liability upon either
Party, and neither Party shall have any right, power or authority to enter into any agreement or
undertaking for, or act on behalf of, or to act as or be an agent or representative of, or to otherwise
bind, the other Party.
28.11 Third parties
This Agreement is intended solely for the benefit of the Parties, and their respective successors and
permitted assigns, and nothing in this Agreement shall be construed to create any duty to, standard
of care with reference to, or any liability to, any person not a Party to this Agreement.
28.12 Successors and assigns
This Agreement shall be binding upon, and inure to the benefit of the Parties and their respective
successors and permitted assigns.
28.13 Notices
Any notice or other communication to be given by any Party to the other Party under or in
connection with the matters contemplated by this Agreement shall be in writing and shall:
(a) in the case of the Implementation Agency, be given by facsimile or e-mail and by letter
delivered by hand to the address given and marked for attention of the person set out below or
to such other person as the Implementation Agency may from time to time designate by notice
to the Authority; provided that notices or other communications to be given to an address
outside city specified in Sub-clause (b) below may, if they are subsequently confirmed by
sending a copy thereof by registered acknowledgement due, air mail or by courier, be sent by
facsimile or e-mail to the number as the Implementation Agency may from time to time
designate by notice to the Authority;
{Attention:
Designation:
Address: Fax No: Email:}
(b) in the case of the Authority, be given by facsimile or e-mail and by letter delivered by hand at
the address given below and be addressed to the person named below with a copy delivered to
the Authority Representative or such other person as the Authority may from time to time
designate by notice to the Implementation; provided that if the Implementation Agency does
not have an office in the same city as the Authority, it may send such notice by facsimile or
email and by registered acknowledgement due, air mail or by courier;
{Attention:
Designation:
Address: Fax No: Email:}; and

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(c) any notice or communication by a Party to the other Party, given in accordance herewith, shall
be deemed to have been delivered when in the normal course of post it ought to have been
delivered and in all other cases, it shall be deemed to have been delivered on the actual date
and time of delivery; provided that in the case of facsimile or email, it shall be deemed to have
been delivered on the working day following the date of its delivery.
28.14 Language
All notices required to be given by one Party to the other Party and all other communications,
Documentation and proceedings which are in any way relevant to this Agreement shall be in writing
and in English language.
28.15 Counterparts
This Agreement may be executed in 2 (two) counterparts, each of which, when executed and
delivered, shall constitute and original of this Agreement.

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29 ARTICLE 29 – DEFINITIONS
29.1 29.1 Definitions
In this Agreement, the following words and expressions shall, unless repugnant to the context or
meaning thereof, have the meaning hereinafter respectively assigned to them:
“Accounting Year” means the financial year commencing from the 1st (first) day of April of any
calendar year and ending on the 31st (thirty-first) day of March of the next calendar year;
“Affected Party” shall have the meaning as set forth in Clause 22.1;
“Agreement” or “Contract Agreement” means this Agreement, its Recitals, the Schedules hereto
and any amendments thereto made in accordance with the provisions contained in this Agreement;
“Applicable Laws” means all laws, brought into force and effect by GOI or the State Government
including rules, regulations and notifications made there under, and judgments, decrees,
injunctions, writs and orders of any court of record, applicable to this Agreement and the exercise,
performance and discharge of the respective rights and obligations of the Parties hereunder, as may
be in force and effect during the subsistence of this Agreement;
“Applicable Permits” means all clearances, licenses, permits, authorizations, no objection
certificates, consents, approvals and exemptions required to be obtained or maintained under
Applicable Laws in connection with the construction, operation and maintenance of the Project
during the subsistence of this Agreement;
“Appointed Date” means the date on which every Condition Precedent shall have been satisfied
or waived prior to the Appointed Date and shall be deemed to be the date of commencement of the
Construction Period. For the avoidance of doubt the Appointed Date shall be not later than 180
days from date of the Agreement;
“Arbitration Act” means the Arbitration and Conciliation Act, 1996 and shall include
modifications to or any re-enactment thereof, as in force from time to time;
“Associate” or “Affiliate” means, in relation to either Party {and/or Consortium Members}, a
person who controls, is controlled by, or is under the common control with such Party {or
Consortium Member} (as used in this definition, the expression “control” means, with respect to a
person which is a company or corporation, the ownership, directly or indirectly, of more than 50%
(fifty per cent) of the voting shares of such person, and with respect to a person which is not a
company or corporation, the power to direct the management and policies of such person, whether
by operation of law or by contract or otherwise);
“Authority Representative” means such person or persons as may be authorised in writing by the
Authority to act on its behalf under this Agreement and shall include any person or persons having
Authority to exercise any rights or perform and fulfill any obligations of the Authority under this
Agreement;
“Bank” means a bank incorporated in India and having a minimum net worth of Rs. 1,000 Crore
(Rupees one thousand Crore)
“Bank Rate” means the rate of interest specified by the Reserve Bank of India from time to time
in pursuance of section 49 of the Reserve Bank of India Act, 1934 or any replacement of such Bank
Rate for the time being in effect;

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“Bid” means the documents in their entirety comprised in the bid submitted by the {selected
Bidder/Consortium} in response to the Request for Proposals in accordance with the provisions
thereof
“COD” or “Commercial Operation Date” shall have the meaning as set forth in Clause 13.1;
“Change in Ownership” means a transfer of the direct and/or indirect legal or beneficial ownership
of any shares, or securities convertible into shares, that causes the aggregate holding of the
{selected Bidder/Consortium Members}, together with {its/their} Associates, in the total Equity to
decline below 51% (fifty one per cent) thereof during Construction Period and two years thereafter;
provided that any material variation (as compared to the representations made by the
Implementation Agency during the bidding process for the purposes of meeting the minimum
conditions of eligibility or for evaluation of its application or Bid, as the case may be,) in the
proportion of the equity holding of {the selected bidder/ any Consortium Member} to the total
Equity, if it occurs prior to completion of a period two years after COD, shall constitute Change in
Ownership;
“Civil Cost” shall mean cost towards design procurement, construction and commissioning of the
Project including civil, electrical, plumbing, mechanical, environmental, safety and waste disposal
and management works;
“Company” means the company acting as the Implementation Agency under this Agreement;
“Conditions Precedent” shall have the meaning as set forth in Clause 3.1;
“Consortium” shall have the meaning as set forth in Recital (D);
“Consortium Member” means a company specified in Recital (D) as a member of the Consortium;
“Construction Period” means the period beginning from the Appointed Date and ending on COD;
“Construction Works” means all works and things necessary to complete the Project in
accordance with this Agreement;
“Contractor” means the person or persons, as the case may be, with whom the Implementation
Agency has entered into any contract any other material agreement or contract for construction,
operation and/or maintenance of the Project or matters incidental thereto, but does not include a
person who has entered into an agreement for providing financial assistance to the Implementation
Agency;
“Completion Certificate” shall have the meaning set forth in Clause 12.2;
“Cure Period” means the period specified in this Agreement for curing any breach or default of
any provision of this Agreement by the Party responsible for such breach or default and shall:
(a) commence from the date on which a notice is delivered by one Party to the other Party asking
the latter to cure the breach or default specified in such notice;
(b) not relieve any Party from liability to pay Damages or compensation under the provisions of
this Agreement; and
(c) not in any way be extended by any period of Suspension under this Agreement;
provided that if the cure of any breach by the Implementation Agency requires any reasonable
action by the Implementation Agency that must be approved by the Authority expert hereunder,

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the applicable Cure Period shall be extended by the period taken by the Authority to accord their
approval;
“Defence Testing Infrastructure Screening Committee (DTISC)” means the committee
constituted by the Authority who shall be responsible for according final decision on the proposals
submitted by the Implementation Agency and disbursement of Grants in installments to the
Implementation Agency;
“Damages” shall have the meaning as set forth in Sub-clause (w) of Clause 1.2.1;
“Development Period” means the period from the date of this Agreement until the Appointed
Date;
“Detailed Project Report” means the Detailed Project Report submitted by the selected
Bidder/Consortium at the time of bidding and any revisions thereof and forming part hereof as
Schedule B
“Dispute” shall have the meaning as set forth in Clause 26;
“Dispute Resolution Procedure” means the procedure for resolution of Disputes as set forth in
Article 26;
“Document” or “Documentation” means documentation in printed or written form, or in tapes,
discs, drawings, computer programmes, writings, reports, photographs, films, cassettes, or
expressed in any other written, electronic, audio or visual form;
“Emergency” means a condition or situation that is likely to endanger the security of the
individuals on or about the Project, including Users thereof, or which poses an immediate threat of
material damage to any of the Project Assets;
“Encumbrances” means, in relation to the Project any encumbrances such as mortgage, charge,
pledge, lien, hypothecation, security interest, assignment, privilege or priority of any kind having
the effect of security or other such obligations, and shall include any designation of loss payees or
beneficiaries or any similar arrangement under any insurance policy pertaining to the Project, where
applicable herein;
“Equity” means the sum expressed in Indian Rupees representing the paid up equity share capital
of the Implementation Agency for meeting the equity component of the Total Project Cost, and for
the purposes of this Agreement shall include convertible instruments or other similar forms of
capital, which shall compulsorily convert into equity share capital of the Company, and any
interest-free funds advanced by any shareholder of the Company for meeting such equity
component, but does not include equity support by the Authority;
“Equipment Cost” means cost towards procurement, installation and commissioning of testing
equipment only that are required for the providing the Services under the Project;
“Escrow Account” means an Account which the Implementation Agency shall open and maintain
with a Bank in which all inflows and outflows of cash on account of capital and revenue receipts
and expenditures shall be credited and debited, as the case may be, in accordance with the
provisions of this Agreement, and includes the Sub-Accounts of such Escrow Account;
“Escrow Agreement” shall have the meaning as set forth in Clause 19.1.2;
“Escrow Bank” shall have the meaning as set forth in Clause 19.1.1;

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“Escrow Default” shall have the meaning as set forth in Schedule C;

“Financial Close” means the fulfillment of all conditions precedent to the initial availability of
funds under the financing agreements;
“Force Majeure” or “Force Majeure Event” shall have the meaning ascribed to it in Clause 22.1;
“GOI” or “Government” means the Government of India;
“Good Industry Practice” means the practices, methods, techniques, designs, standards, skills,
diligence, efficiency, reliability and prudence which are generally and reasonably expected from a
reasonably skilled and experienced operator engaged in the same type of undertaking as envisaged
under this Agreement and which would be expected to result in the performance of its obligations
by the Implementation Agency in accordance with this Agreement, Applicable Laws and
Applicable Permits in reliable, safe, economical and efficient manner and for providing safe,
economical, reliable and efficient manner;
“Government Instrumentality” means any department, division or sub-division of the
Government of India or the State Government and includes any commission, board, Authority,
agency or municipal and other local Authority or statutory body, including Panchayat, under the
control of the Government of India or the State Government, as the case may be, and having
jurisdiction over all or any part of the Project or the performance of all or any of the services or
obligations of the Implementation Agency under or pursuant to this Agreement;
“Implementation Agency” shall have the meaning attributed thereto in the array of Parties as set
forth in the Recitals;
“Implementation Agency’s Default” shall have the meaning as set forth in Clause 23.1;
“Indemnified Party” means the Party entitled to the benefit of an indemnity pursuant to Article
26;
“Indemnifying Party” means the Party obligated to indemnify the other Party pursuant to Article
26;
“Indirect Political Event” shall have the meaning as set forth in Clause 22.2;
“Insurance Cover” means the aggregate of the maximum sums insured under the insurances taken
out by the Implementation Agency pursuant to Article 20, and includes all insurances required to
be taken out by the Implementation Agency under Clause 20.1 but not actually taken, and when
used in the context of any act or event, it shall mean the aggregate of the maximum sums insured
and payable or deemed to be insured and payable in relation to such act or event;
“Intellectual Property” means all patents, trademarks, service marks, logos, get-up, trade names,
internet domain names, rights in designs, blue prints, programmes and manuals, drawings,
copyright (including rights in computer software), database rights, semi-conductor, topography
rights, utility models, rights in know-how and other intellectual property rights, in each case
whether registered or unregistered and including applications for registration, and all rights or
forms of protection having equivalent or similar effect anywhere in the world;
“LOA” or “Letter of Award” means the letter of award referred to in Recital (E);
“Lead Member” shall have the meaning as set forth in Recital (D);

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“Material Adverse Effect” means a material adverse effect of any act or event on the ability of
either Party to perform any of its obligations under and in accordance with the provisions of this
Agreement and which act or event causes a material financial burden or loss to either Party;
“Non-Political Event” shall have the meaning as set forth in Clause 22.1;
“O&M” means the operation and maintenance of the Project and includes all matters connected
with or incidental to such operation and maintenance, provision of services and facilities, and
revenue generation in accordance with the provisions of this Agreement;
“Operation Period” means the period commencing from COD;
“Panel of Chartered Accountants” shall have the meaning as set forth in Clause 21.1;
“Parties” means the parties to this Agreement collectively and “Party” shall mean any of the
parties to this Agreement individually;
“Performance Security” shall have the meaning as set forth in Clause 8.1;
“Political Event” shall have the meaning set forth in Clause 22.3;
“Project” means the construction, operation and maintenance of the greenfield DTI facility for
Communication Systems under the DTIS, in accordance with the provisions of this Agreement, and
includes all works, services and equipment relating to or in respect of the Scope of the Project;
“Project Agreements” means this Agreement, the financing agreements and any other material
agreements or contracts that may be entered into by the Implementation Agency with any person
in connection with matters relating to, arising out of or incidental to the Project, but does not include
the Escrow Agreement, or any agreement for procurement of goods and services;
“Project Assets” means all physical and other assets relating to and forming part of the Project
including (b) tangible assets such as civil works including foundations, mechanical, electrical and
plumbing systems, air conditioning, communication systems, waste disposal systems; (c) Project
Facilities provided at the Site; (d) buildings and immovable fixtures (d) various testing equipment
and other ancillary equipments ;
“Project Completion Date” means the date on which the Completion Certificate is issued under
the provisions of Article 10;
“Project Completion Schedule” means the progressive Project Milestones set forth in Detailed
Project Report for completion of the Project on or before the Scheduled Completion Date and
Schedule F;
“Project Consultant” means the consultant appointed for monitoring and reviewing the progress
of the Project in conformity with the milestones, targets and objectives as contained in this
Agreement and shall submit reports to the Authority and Project Monitoring Committee;
“Project Facilities” means all the amenities and testing facilities under the Project, as described in
the Detailed Project Report and Schedule A;
“Project Milestones” means the Project milestones set forth in Schedule F;
“Project Monitoring Committee” means the committee constituted by the Authority towards
ensuring timely and proper implementation of Project without time and cost overruns;
“RBI” means the Reserve Bank of India, as constituted and existing under the Reserve Bank of
India Act, 1934, including any statutory modification or replacement thereof, and its successors;

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“Re.”, “Rs.” or “Rupees” or “Indian Rupees” or “INR” means the lawful currency of the Republic
of India;
“Request for Proposals” or “RFP” shall have the meaning set forth in Recital (C);
“Scheduled Completion Date” shall have the meaning set forth in Clause 10.2;
“Scope of the Project” shall have the meaning set forth in Clause 2.1;
“Services” means the testing and certification services to be provided under the Project as per the
Detailed Project Report and as mentioned in Schedule H;
“Site” shall have the meaning set forth in Article 9;
“Applicable Standards” means the standards relating to the quality, quantity, capacity and other
requirements for the Project, as per Applicable Laws and Good Industry Practices, and any
modifications thereof, or additions thereto, as included in the engineering for the Project submitted
by the Implementation Agency;
“State” means the State of *********** in which the Project is situated and “State Government”
means the government of that State;
“Statutory Auditors” means a reputable firm of chartered accountants acting as the statutory
auditors of the Implementation Agency under the provisions of the Companies Act, 1956 including
any statutory modification or re-enactment thereof, for the time being in force, and appointed in
accordance with Clause 21.1;
“Taxes” means any Indian taxes including excise duties, customs duties, value added tax, sales tax,
local taxes, cess and any impost or surcharge of like nature (whether Central, State or local) on the
goods, materials, equipment and services incorporated in and forming part of the Project charged,
levied or imposed by any Government Instrumentality, but excluding any interest, penalties and
other sums in relation thereto imposed on any account whatsoever. For the avoidance of doubt,
Taxes shall not include taxes on corporate income;
“Termination” means the termination of this Agreement hereunder;
“Termination Notice” means the communication issued in accordance with this Agreement by
one Party to the other Party terminating this Agreement;
“Termination Payment” means the amount payable by the Implementation Agency to the
Authority, upon Termination in accordance with the provisions of this Agreement;
“Total Project Cost” means Civil Cost and Equipment Cost, and shall be limited to the lowest of:
(a) the estimated Civil Cost and Equipment Cost as set forth in the Detailed Project Report; and
(b) the actual Civil Cost and Equipment Cost upon completion of the Project
provided further that the Total Project Cost shall not include any cost towards Project Site, any
recuring expenditure and establishment cost for the Project.
“User” means a person who intends to use the Project for testing and certification purposes on
payment of Fee in accordance with the provisions of this Agreement and Applicable Laws; and
“WPI” means the Wholesale WPI for all commodities as published by the Ministry of Industry,
GOI and shall include any index which substitutes the WPI, and any reference to WPI shall, unless
the context otherwise requires, be construed as a reference to the latest monthly WPI published no

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later than 30 (thirty) days prior to the date of consideration hereunder; and “the Project” shall have
the meaning as set forth in Recital C.

IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED AND DELIVERED THIS

AGREEMENT AS OF THE DAY, MONTH AND YEAR FIRST ABOVE WRITTEN

Signed for and on behalf of: Signed for and on behalf of:

The AUTHORITY IMPLEMENTATION AGENCY has been affixed

pursuant to the resolution passed by the Board of
Directors of the Implementation Agency at its meeting
held on the ……… day of 20… hereunto affixed in the
presence of ………, Director, who has signed these
presents in token thereof and ………, Company
Secretary/Authorised Officer who has countersigned the
same in token thereof

(Signature) (Signature)
(Name) (Name)
(Designation) (Designation)
(Address) (Address)
(Fax No.) (Fax No.)
(Email Address) (Email Address)

Signature of the Witness: Signature of the Witness:

(Name) (Name)
(Designation) (Designation)

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SCHEDULES

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30 SCHEDULE - A
PROJECT FACILITIES

The Implementation Agency shall enlist all the Project Facilities and other necessary details as proposed in
the Detailed Project Report within the time period specific in Clause 3.1.3.

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31 SCHEDULE - B
DETAILED PROJECT REPORT
The Implementation Agency shall enclose the final Detailed Project Report within the time period
specific in Clause 3.1.3.

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32 SCHEDULE - C
ESCROW AGREEMENT
THIS ESCROW AGREEMENT is entered into on this the …….. day of …….. 20…
AMONGST
1. ……………, a Section 8 company incorporated under the provisions of the Companies Act, 2013
and having its registered office at ……….. (hereinafter referred to as the “Implementation Agency”
which expression shall, unless repugnant to the context or meaning thereof, include its successors,
permitted assigns and substitutes);
2. ………… (insert name and particulars of the Escrow Bank) and having its registered office at
………… (hereinafter referred to as the “Escrow Bank” which expression shall, unless repugnant
to the context or meaning thereof, include its successors and substitutes); and
3. ………… (hereinafter referred to as the “Authority” which expression shall, unless repugnant to
the context or meaning thereof, include its administrators, successors and assigns).
WHEREAS:
(A) The Authority has entered into a Contract Agreement dated ………… with the Implementation
Agency (“Contract Agreement”) for the development, operation and management of greenfield
Defence Testing Infrastructure (DTI) facility for ***** under the Defence Testing Infrastructure
Scheme (DTIS) (“Project”), and a copy of which is annexed hereto and marked as Annex-A to form
part of this Agreement.
(B) The Authority shall be providing a Grant to the Implementation Agency for the Project in accordance
with the terms and conditions set forth in the Contract Agreement.
(C) The Contract Agreement requires the Implementation Agency to establish an Escrow Account, inter
alia, on the terms and conditions stated therein.
NOW THEREFORE, in consideration of the foregoing and the respective covenants and agreements set
forth in this Agreement, the receipt and sufficiency of which is hereby acknowledged, and intending to be
legally bound hereby, the Parties agree as follows:
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 assigned to them:
“Agreement” means this Escrow Agreement and any amendment thereto made in accordance with
the provisions contained herein;
“Contract Agreement” means the Contract Agreement referred to in Recital (A) above and annexed
hereto as Annex-A, and shall include all of its Recitals and Schedules and any amendments made
thereto in accordance with the provisions contained in this behalf therein;
“Cure Period” means the period specified in this Agreement for curing any breach or default of any
provision of this Agreement by the Implementation Agency, and shall commence from the date on
which a notice is delivered by the Authority, as the case may be, to the Implementation Agency
asking the latter to cure the breach or default specified in such notice;
“Escrow Account” means an escrow account established in terms of and under this Agreement, and
shall include the Sub-Accounts;

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“Escrow Default” shall have the meaning ascribed thereto in Clause 6.1;
“Parties” means the parties to this Agreement collectively and “Party” shall mean any of the Parties
to this Agreement individually;
“Payment Date” means, in relation to any payment specified in Clause 4.1, the date(s) specified for
such payment; and
“Sub-Accounts” means the respective sub-accounts of the Escrow Account, into which the monies
specified in Clause 4.1 would be credited every month and paid out if due, and if not due in a month
then appropriated proportionately in such month and retained in the respective sub-accounts and paid
out therefrom on the Payment Date(s).
1.2 Interpretation
1.2.1 The words and expressions beginning with capital letters and defined in this Agreement shall have
the meaning ascribed thereto herein, and the words and expressions used in this Agreement and not
defined herein but defined in the Contract Agreement shall, unless repugnant to the context, have the
meaning ascribed thereto in the Contract Agreement.
1.2.2 References to Clauses are, unless stated otherwise, references to Clauses of this Agreement.
1.2.3 The rules of interpretation stated in Clauses 1.2, 1.3 and 1.4 of the Contract Agreement shall apply,
mutatis mutandis, to this Agreement.
2. ESCROW ACCOUNT
2.1 Escrow Bank to act as trustee
2.1.1 The Implementation Agency hereby appoints the Escrow Bank to act as trustee for the Authority and
the Implementation Agency in connection herewith and authorises the Escrow Bank to exercise such
rights, powers, authorities and discretion as are specifically delegated to the Escrow Bank by the
terms hereof together with all such rights, powers, authorities and discretion as are reasonably
incidental hereto, and the Escrow Bank accepts such appointment pursuant to the terms hereof.
2.1.2 The Implementation Agency hereby declares that all rights, title and interest in and to the Escrow
Account shall be vested in the Escrow Bank and held in trust for the Authority and the
Implementation Agency, and applied in accordance with the terms of this Agreement. No person
other than the Authority and the Implementation Agency shall have any rights hereunder as the
beneficiaries of, or as third-party beneficiaries under this Agreement.
2.2 Acceptance of Escrow Bank
The Escrow Bank hereby agrees to act as such and to accept all payments and other amounts to be
delivered to and held by the Escrow Bank pursuant to the provisions of this Agreement. The Escrow
Bank shall hold and safeguard the Escrow Account during the term of this Agreement and shall treat
the amount in the Escrow Account as monies deposited by the Implementation Agency or the
Authority with the Escrow Bank. In performing its functions and duties under this Agreement, the
Escrow Bank shall act in trust for the benefit of, and as agent for, the Authority and the
Implementation Agency or their nominees, successors or assigns, in accordance with the provisions
of this Agreement.
2.3 Establishment and operation of Escrow Account
2.3.1 Within 30 (thirty) days from the date of this Agreement, and in any case prior to the Appointed Date,
the Implementation Agency shall open and establish the Escrow Account with the ………… (name
of Branch) Branch of the Escrow Bank. The Escrow Account shall be denominated in Rupees.

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2.3.2 The Escrow Bank shall maintain the Escrow Account in accordance with the terms of this Agreement
and its usual practices and applicable regulations, and pay the maximum rate of interest payable to
similar customers on the balance in the said account from time to time.
2.3.3 The Escrow Bank and the Implementation Agency shall agree on the detailed mandates, terms and
conditions, and operating procedures for the Escrow Account, but in the event of any conflict or
inconsistency between this Agreement and such mandates, terms and conditions, or procedures, this
Agreement shall prevail.
2.4 Escrow Bank’s fee
The Escrow Bank shall be entitled to receive its fee and expenses in an amount, and at such times,
as may be agreed between the Escrow Bank and the Implementation Agency. For the avoidance of
doubt, such fee and expenses shall be appropriated from the Escrow Account in accordance with
Clause 4.1.
2.5 Rights of the parties
Save and except as otherwise provided in the Contract Agreement, the rights of the Authority and
the Implementation Agency in the monies held in the Escrow Account are set forth in their entirety
in this Agreement and the Authority and the Implementation Agency shall have no other rights
against or to the monies in the Escrow Account.
3. DEPOSITS INTO ESCROW ACCOUNT
3.1 Deposits by the Implementation Agency
3.1.1 The Implementation Agency agrees and undertakes that it shall deposit or cause to be deposited the
following inflows and receipts into the Escrow Account:
(a) all monies received in relation to the Project from Banks, insurance companies, lenders and
shareholders;
(b) all Fee and any other revenues from or in respect of the Project, including the proceeds of any
rentals, deposits, capital receipts or insurance claims;
(c) Termination Payment; and
(d) all payments by the Authority, after deduction of any Damages
3.1.2 The Implementation Agency may at any time make deposits of its other funds into the Escrow
Account, provided that the provisions of this Agreement shall apply to such deposits.
3.2 Deposits by the Authority
3.2.1 The Authority agrees and undertakes that, as and when due and payable, it shall deposit into and/or
credit the Escrow Account with any monies disbursed by the Authority to the Implementation
Agency.
3.2.2 Provided that, notwithstanding the provisions of Clause 4.1.1, the Authority shall be entitled to
appropriate from the aforesaid amounts, any Damages due and payable to it by the Implementation
Agency, and the balance remaining shall be deposited into the Escrow Account.
3.3 Interest on deposits
3.3.1 The Escrow Bank agrees and undertakes that all interest accruing on the balances of the Escrow
Account shall be credited to the Escrow Account; provided that the Escrow Bank shall be entitled to
appropriate therefrom the fee and expenses due to it from the Implementation Agency in relation to
the Escrow Account and credit the balance remaining to the Escrow Account.

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4. WITHDRAWALS FROM ESCROW ACCOUNT

4.1 Withdrawals during Construction Period
4.1.1 At the beginning of every month, or at such shorter intervals as the Implementation Agency may by
written instructions determine, the Escrow Bank shall withdraw amounts from the Escrow Account
and appropriate them in the following order by depositing such amounts in the relevant Sub-Accounts
for making due payments, and if such payments are not due in any month, then retain such monies
in such Sub-Accounts and pay out therefrom on the Payment Date(s):
(a) all taxes due and payable by the Implementation Agency for and in respect of the Project;
(b) all payments relating to construction of the Project;
(c) all payments and Damages certified by the Authority as due and payable to it by the
Implementation Agency pursuant to the Contract Agreement; and
(d) balance, if any, in accordance with the instructions of the Implementation Agency for
implementation of the Project and as part of the Total Project Cost
4.1.2 No later than 60 (sixty) days prior to the commencement of each Accounting Year, the
Implementation Agency shall provide to the Escrow Bank, details of the amounts likely to be required
for each of the payment obligations set forth in this Clause 4.1; provided that such amounts may be
subsequently modified, if fresh information received during the course of the year makes such
modification necessary.
4.2 Withdrawals upon Termination
4.2.1 Upon Termination of the Contract Agreement, all amounts standing to the credit of the Escrow
Account shall, notwithstanding anything in this Agreement, be appropriated and dealt with in the
following order:
(a) all taxes due and payable by the Implementation Agency for and in respect of the Project;
(b) all payments and Damages certified by the Authority as due and payable to it by the
Implementation Agency;
(c) any other payments required to be made under the Contract Agreement; and
(d) balance, if any, in accordance with the instructions of the Implementation Agency for
implementation of the Project and as part of the Total Project Cost
4.3 Application of insufficient funds
Funds in the Escrow Account shall be applied in the serial order of priority set forth in Clauses 4.1
and 4.2, as the case may be. If the funds available are not sufficient to meet all the requirements, the
Escrow Bank shall apply such funds in the serial order of priority until exhaustion thereof.
4.4 Application of insurance proceeds
Notwithstanding anything in this Agreement, the proceeds from all insurance claims, except life and
injury, shall be deposited into and/or credited to the Escrow Account and utilised for any necessary
repair, reconstruction, reinstatement, replacement or improvement of the Project.
5. OBLIGATIONS OF THE ESCROW BANK
5.1 Segregation of funds
Monies and other property received by the Escrow Bank under this Agreement shall, until used or
applied in accordance with this Agreement, be held by the Escrow Bank in trust for the purposes for
which they were received, and shall be segregated from other funds and property of the Escrow Bank.

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5.2 Notification of balances

7 (seven) business days prior to each Payment Date (and for this purpose the Escrow Bank shall be
entitled to rely on an affirmation by the Implementation Agency and/or the Authority as to the
relevant Payment Dates), the Escrow Bank shall notify the Authority of the balances in the Escrow
Account and Sub-Accounts as at the close of business on the immediately preceding business day.
5.3 Communications and notices
In discharge of its duties and obligations hereunder, the Escrow Bank:
(a) may, in the absence of bad faith or gross negligence on its part, rely as to any matters of fact
which might reasonably be expected to be within the knowledge of the Implementation Agency
upon a certificate signed by or on behalf of the Implementation Agency;
(b) may, in the absence of bad faith or gross negligence on its part, rely upon the authenticity of any
communication or document believed by it to be authentic;
(c) shall, within 5 (five) business days after receipt, deliver a copy to the Authority of any notice or
document received by it in its capacity as the Escrow Bank from the Implementation Agency or
any other person hereunder or in connection herewith; and
(d) shall, within 5 (five) business days after receipt, deliver a copy to the Implementation Agency
of any notice or document received by it from the Authority in connection herewith.
5.4 No set off
The Escrow Bank agrees not to claim or exercise any right of set off, banker’s lien or other right or
remedy with respect to amounts standing to the credit of the Escrow Account. For the avoidance of
doubt, it is hereby acknowledged and agreed by the Escrow Bank that the monies and properties held
by the Escrow Bank in the Escrow Account shall not be considered as part of the assets of the Escrow
Bank and being trust property, shall in the case of bankruptcy or liquidation of the Escrow Bank, be
wholly excluded from the assets of the Escrow Bank in such bankruptcy or liquidation.
5.5 Regulatory approvals
The Escrow Bank shall use its best efforts to procure, and thereafter maintain and comply with, all
regulatory approvals required for it to establish and operate the Escrow Account. The Escrow Bank
represents and warrants that it is not aware of any reason why such regulatory approvals will not
ordinarily be granted to the Escrow Bank.
6. ESCROW DEFAULT
6.1 Following events shall constitute an event of default by the Implementation Agency (an “Escrow
Default”) unless such event of default has occurred as a result of Force Majeure or any act or
omission of the Authority:
(a) the Implementation Agency commits breach of this Agreement by failing to deposit any receipts
into the Escrow Account as provided herein and fails to cure such breach by depositing the same
into the Escrow Account within a Cure Period of 5 (five) business days;
(b) the Implementation Agency causes the Escrow Bank to transfer funds to any account of the
Implementation Agency in breach of the terms of this Agreement and fails to cure such breach
by depositing the relevant funds into the Escrow Account or any Sub-Account in which such
transfer should have been made, within a Cure Period of 5 (five) business days; or
(c) the Implementation Agency commits or causes any other breach of the provisions of this
Agreement and fails to cure the same within a Cure Period of 5 (five) business day

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6.2 Upon occurrence of an Escrow Default, the consequences thereof shall be dealt with under and in
accordance with the provisions of the Contract Agreement.
7. TERMINATION OF ESCROW AGREEMENT
7.1 Duration of the Escrow Agreement
This Agreement shall remain in full force and effect so long as any sum remains to be advanced or
is outstanding from the Implementation Agency in respect of any of its obligations to the Authority
remain to be discharged, unless terminated earlier by consent of all the Parties or otherwise in
accordance with the provisions of this Agreement.
7.2 Substitution of Escrow Bank
7.2.1 The Implementation Agency may, by not less than 45 (forty-five) days prior notice to the Escrow
Bank, the Authority terminate this Agreement and appoint a new Escrow Bank, provided that the
new Escrow Bank is acceptable to the Authority and arrangements are made satisfactory to the
Authority for transfer of amounts deposited in the Escrow Account to a new Escrow Account
established with the successor Escrow Bank.
7.2.2 The termination of this Agreement shall take effect only upon coming into force of an Escrow
Agreement with the substitute Escrow Bank.
7.3 Closure of Escrow Account
The Escrow Bank shall, at the request of the Implementation Agency made on or after the payment
by the Implementation Agency of all outstanding amounts under the Contract Agreement including
the payments specified in Clause 4.2, and upon confirmation of receipt of such payments, close the
Escrow Account and Sub-Accounts and pay any amount standing to the credit thereof to the
Implementation Agency. Upon closure of the Escrow Account hereunder, the Escrow Agreement
shall be deemed to be terminated.
8. INDEMNITY
8.1 General indemnity
8.1.1 The Implementation Agency will indemnify, defend and hold the Authority and the Escrow Bank,
harmless against any and all proceedings, actions and third party claims for any loss, damage, cost
and expense arising out of any breach by the Implementation Agency of any of its obligations under
this Agreement or on account of failure of the Implementation Agency to comply with Applicable
Laws and Applicable Permits.
8.1.2 The Authority will indemnify, defend and hold the Implementation Agency harmless against any and
all proceedings, actions and third party claims for any loss, damage, cost and expense arising out of
failure of the Authority to fulfil any of its obligations under this Agreement materially and adversely
affecting the performance of the Implementation Agency’s obligations under the Contract Agreement
or this Agreement other than any loss, damage, cost and expense arising out of acts done in discharge
of their lawful functions by the Authority, its officers, servants and agents.
8.1.3 The Escrow Bank will indemnify, defend and hold the Implementation Agency and the Authority
harmless against any and all proceedings, actions and third party claims for any loss, damage, cost
and expense arising out of failure of the Escrow Bank to fulfil its obligations under this Agreement
materially and adversely affecting the performance of the Implementation Agency’s obligations
under the Contract Agreement other than any loss, damage, cost and expense, arising out of acts done
in discharge of their lawful functions by the Escrow Bank, its officers, servants and agents.
8.2 Notice and contest of claims

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In the event that any Party hereto receives a claim from a third party in respect of which it is entitled
to the benefit of an indemnity under Clause 9.1 or in respect of which it is entitled to reimbursement
(the “Indemnified Party”), it shall notify the other Party responsible for indemnifying such claim
hereunder (the “Indemnifying Party”) within 15 (fifteen) days of receipt of the claim and shall not
settle or pay the claim without the prior approval of the Indemnifying Party, which approval shall
not be unreasonably withheld or delayed. In the event that the Indemnifying Party wishes to contest
or dispute the claim, it may conduct the proceedings in the name of the Indemnified Party and shall
bear all costs involved in contesting the same. The Indemnified Party shall provide all cooperation
and assistance in contesting any claim and shall sign all such writings and documents as the
Indemnifying Party may reasonably require.
9. DISPUTE RESOLUTION
9.1 Any dispute, difference or claim arising out of or in connection with this Agreement, which is not
resolved amicably, shall be decided finally by reference to arbitration to a Board of Arbitrators
comprising one nominee of each Party to the dispute, and where the number of such nominees is an
even number, the nominees shall elect another person to such Board. Such arbitration shall be held
in accordance with be the Rules of Arbitration of the International Centre for Alternative Dispute
Resolution, New Delhi (the “Rules”) or such other rules as may be mutually agreed by the Parties,
and shall be subject to the provisions of the Arbitration and Conciliation Act, 1996 and Arbitration
and Conciliation (Amendment) Act, 2015.
9.2 The Arbitrators shall issue a reasoned award and such award shall be final and binding on the Parties.
The place of arbitration shall be the capital of the State and the language of arbitration shall be
English.
10. MISCELLANEOUS PROVISIONS
10.1 Governing law and jurisdiction
This Agreement shall be construed and interpreted in accordance with and governed by the laws of
India, and the courts in the State shall have jurisdiction over all matters arising out of or relating to
this Agreement.
10.2 Priority of agreements
In the event of any conflict between the Contract Agreement and this Agreement, the provisions
contained in the Contract Agreement shall prevail over this Agreement.
10.3 Alteration of terms
All additions, amendments, modifications and variations to this Agreement shall be effectual and
binding only if in writing and signed by the duly authorised representatives of the Parties.
10.4 Waiver
10.4.1 Waiver by any Party of a default by another Party in the observance and performance of any provision
of or obligations under this Agreement:
(a) shall not operate or be construed as a waiver of any other or subsequent default hereof or of
other provisions of or obligations under this Agreement;
(b) shall not be effective unless it is in writing and executed by a duly authorised representative of
the Party; and
(c) shall not affect the validity or enforceability of this Agreement in any manner.

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10.4.2 Neither the failure by any Party to insist on any occasion upon the performance of the terms,
conditions and provisions of this Agreement or any obligation thereunder nor time or other
indulgence granted by any Party to another Party shall be treated or deemed as waiver of such breach
or acceptance of any variation or the relinquishment of any such right hereunder.
10.5 No third-party beneficiaries
This Agreement is solely for the benefit of the Parties and no other person or entity shall have any
rights hereunder.
10.6 Survival
10.6.1 Termination of this Agreement:
(a) shall not relieve the Parties of any obligations hereunder which expressly or by implication
survive termination hereof; and
(b) except as otherwise provided in any provision of this 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.
10.6.2 All obligations surviving the cancellation, expiration or termination of this Agreement shall only
survive for a period of 3 (three) years following the date of such termination or expiry of this
Agreement.
10.7 Severability
If for any reason whatever any provision of this Agreement is or becomes invalid, illegal or
unenforceable or is declared by any court of competent jurisdiction or any other instrumentality to
be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions
shall not be affected in any manner, and the Parties will negotiate in good faith with a view to agreeing
to one or more provisions which may be substituted for such invalid, unenforceable or illegal
provisions, as nearly as is practicable to such invalid, illegal or unenforceable provision. Failure to
agree upon any such provisions shall not be subject to dispute resolution under Clause 10.1 of this
Agreement or otherwise.
10.8 Successors and assigns
This Agreement shall be binding on and shall inure to the benefit of the Parties and their respective
successors and permitted assigns.
10.9 Notices
All notices or other communications to be given or made under this Agreement shall be in writing
and shall either be delivered personally or sent by courier or registered post with an additional copy
to be sent by facsimile or e-mail. The address for service of each Party, its facsimile number and e-
mail address are set out under its name on the signing pages hereto. A notice shall be effective upon
actual receipt thereof, save that where it is received after 5.30 (five thirty) p.m. on a business day, or
on a day that is not a business day, the notice shall be deemed to be received on the first business day
following the date of actual receipt. Without prejudice to the foregoing, a Party giving or making a
notice or communication by facsimile or e-mail shall promptly deliver a copy thereof personally, or
send it by courier or registered post to the addressee of such notice or communication. It is hereby
agreed and acknowledged that any Party may by notice change the address to which such notices and
communications to it are to be delivered or mailed. Such change shall be effective when all the Parties
have notice of it.

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10.10 Language
All notices, certificates, correspondence and proceedings under or in connection with this Agreement
shall be in English.
10.11 Authorised representatives
Each of the Parties shall, by notice in writing, designate their respective authorised representatives
through whom only all communications shall be made. A Party hereto shall be entitled to remove
and/or substitute or make fresh appointment of such authorised representative by similar notice.
10.12 Original Document
This Agreement may be executed in 4 (four) counterparts, each of which when executed and
delivered shall constitute an original of this Agreement.

IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED AND DELIVERED THIS

AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN

THE COMMON SEAL OF IMPLEMENTATION SIGNED, SEALED AND DELIVERED

AGENCY has been affixed pursuant to the resolution
For and on behalf of ESROW BANK by the:
passed by the Board of Directors of the Implementation
Agency at its meeting held on the ……… day of 20…
hereunto affixed in the presence of ………, Director,
who has signed these presents in token thereof and
………, Company Secretary/Authorised Officer who
has countersigned the same in token thereof

(Signature) (Signature)
(Name) (Name)
(Designation) (Designation)
(Address) (Address)
(Fax No.) (Fax No.)
(Email Address) (Email Address)

SIGNED, SEALED AND DELIVERED

For and on behalf of AUTHOITY by the:

(Signature)
(Name)
(Designation)
(Address)
(Fax No.)

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(Email Address)

In presence of:
(1) …………
(2) …………

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33 SCHEDULE - D
PERFORMANCE SECURITY
To,
[Authority]
WHEREAS:
(A) ******* (the “Implementation Agency”) and the ******* (the “Authority”) have entered into a
Contract Agreement dated ******* (“Agreement”) whereby the Authority has agreed to the
Implementation Agency undertaking the development, operation and management of greenfield
Defence Testing Infrastructure (DTI) facility for ******** under the Defence Testing Infrastructure
Scheme (DTIS), subject to and in accordance with the provisions of the Agreement.
(B) The Agreement requires the Implementation Agency to furnish a Performance Security to the
Authority in a sum of INR *******crore (Rupees *******crore) (the “Guarantee Amount”) as
security for due and faithful performance of its obligations, under and in accordance with the
Agreement, during the Construction Period (as defined in the Agreement).
(C) We, ******* through our Branch at ******* (the “Bank”) have agreed to furnish this Bank
Guarantee by way of Performance Security.
NOW, THEREFORE, the Bank hereby, unconditionally and irrevocably, guarantees and affirms as follows:
1. The Bank hereby unconditionally and irrevocably guarantees and undertakes to pay to the Authority
upon occurrence of any failure or default in the due and faithful performance of all or any of the
Implementation Agency’s obligations during the Construction Period, under and in accordance with
the provisions of the Agreement, on its mere first written demand, and without any demur,
reservation, recourse, contest or protest, and without any reference to the Implementation Agency,
such sum or sums upto an aggregate sum of the Guarantee Amount as the Authority shall claim,
without the Authority being required to prove or to show grounds or reasons for its demand and/or
for the sum specified therein.
2. A letter from the Authority, under the hand of an officer not below the rank of a ********, that the
Implementation Agency has committed default in the due and faithful performance of all or any of
its obligations under and in accordance with the Agreement shall be conclusive, final and binding on
the Bank. The Bank further agrees that the Authority shall be the sole judge as to whether the
Implementation Agency is in default in due and faithful performance of its obligations during the
Construction Period under the Agreement and its decision that the Implementation Agency is in
default shall be final, and binding on the Bank, notwithstanding any differences between the
Authority and the Implementation Agency, or any dispute between them pending before any court,
tribunal, arbitrators or any other authority or body, or by the discharge of the Implementation Agency
for any reason whatsoever.
3. In order to give effect to this Guarantee, the Authority shall be entitled to act as if the Bank were the
principal debtor and any change in the constitution of the Implementation Agency and/or the Bank,
whether by their absorption with any other body or corporation or otherwise, shall not in any way or
manner affect the liability or obligation of the Bank under this Guarantee.
4. It shall not be necessary, and the Bank hereby waives any necessity, for the Authority to proceed
against the Implementation Agency before presenting to the Bank its demand under this Guarantee.
5. The Authority shall have the liberty, without affecting in any manner the liability of the Bank under
this Guarantee, to vary at any time, the terms and conditions of the Agreement or to extend the time
or period for the compliance with, fulfilment and/or performance of all or any of the obligations of

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the Implementation Agency contained in the Agreement or to postpone for any time, and from time
to time, any of the rights and powers exercisable by the Authority against the Implementation
Agency, and either to enforce or forbear from enforcing any of the terms and conditions contained
in the Agreement and/or the securities available to the Authority, and the Bank shall not be released
from its liability and obligation under these presents by any exercise by the Authority of the liberty
with reference to the matters aforesaid or by reason of time being given to the Implementation
Agency or any other forbearance, indulgence, act or omission on the part of the Authority or of any
other matter or thing whatsoever which under any law relating to sureties and guarantors would but
for this provision have the effect of releasing the Bank from its liability and obligation under this
Guarantee and the Bank hereby waives all of its rights under any such law.
6. This Guarantee is in addition to and not in substitution of any other guarantee or security now or
which may hereafter be held by the Authority in respect of or relating to the Agreement or for the
fulfilment, compliance and/or performance of all or any of the obligations of the Implementation
Agency under the Agreement.
7. Notwithstanding anything contained hereinbefore, the liability of the Bank under this Guarantee is
restricted to the Guarantee Amount and this Guarantee will remain in force for the period specified
in paragraph 8 below and unless a demand or claim in writing is made by the Authority on the Bank
under this Guarantee, no later than 6 (six) months from the date of expiry of this Guarantee, all rights
of the Authority under this Guarantee shall be forfeited and the Bank shall be relieved from its
liabilities hereunder.
8. The Performance Security shall cease to be in force and effect when the Commercial Operation Date
under this Agreement has occurred. Upon request made by the Implementation Agency for release
of the Performance Security along with the particulars required hereunder including that the
Commercial Operation Date under the Agreement has occurred, duly certified by a statutory auditor
of the Implementation Agency, the Authority shall release the Performance Security forthwith.
9. The Bank undertakes not to revoke this Guarantee during its currency, except with the previous
express consent of the Authority in writing, and declares and warrants that it has the power to issue
this Guarantee and the undersigned has full powers to do so on behalf of the Bank.
10. Any notice by way of request, demand or otherwise hereunder may be sent by post addressed to the
Bank at its above referred Branch, which shall be deemed to have been duly authorised to receive
such notice and to effect payment thereof forthwith, and if sent by post it shall be deemed to have
been given at the time when it ought to have been delivered in due course of post and in proving such
notice, when given by post, it shall be sufficient to prove that the envelope containing the notice was
posted and a certificate signed by an officer of the Authority that the envelope was so posted shall be
conclusive.
11. This Guarantee shall come into force with immediate effect and shall remain in force and effect until
the date which is 180 (one hundred eighty) days after the occurrence of Commercial Operation Date
under the Contract Agreement as notified to the Bank by the Authority or until it is released earlier
by the Authority pursuant to the provisions of the Agreement.

Signed and sealed this day ***** of *****, 20** at *****

SIGNED, SEALED AND DELIVERED

For and on behalf of the BANK by:

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(Signature)
(Name)
(Designation)
(Code Number)
(Address)

NOTES:
(i) The bank guarantee should contain the name, designation and code number of the officer(s) signing
the guarantee.
(ii) The address, telephone number and other details of the Head Office of the Bank as well as of issuing
Branch should be mentioned on the covering letter of issuing Branch.

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34 SCHEDULE - E
PROJECT SITE

The Implementation Agency shall provide the details about the Project Site as proposed in the Detailed
Project Report within the time period specific in Clause 3.1.3.

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35 SCHEDULE - F
PROJECT COMPLETION SCHEDULE
The Implementation Agency shall provide the Schedule Completion Date, Project Completion Schedule
including Project Milestones as proposed in the Detailed Project Report within the time period specific in
Clause 3.1.3.

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36 SCHEDULE - G
UTILISATION CERTIFICATE
(To be duly certified by the Statutory Auditor)

UTILIZATION CERTIFICATE FOR THE PERIOD FROM …… TO …………..

1. Details of Grants received, expenditure incurred and closing balances: (Actuals)

Unspent Interest Interest Grant Total Expenditure Closing

balances Earned deposited back received available incurred Balances (5-
of thereon to the Authority funds 6)
Grants
(1+2-3+4)
received

1 2 3 4 5 6 7

2. Component wise utilization of Grant and financial contribution by the Implementation Agency:

Grant - Civil Costs Grant - Equipment Costs Financial contribution Total

by Implementation
Agency towards Civil
Cost and Equipment
Cost

1 2 3 4

Certified that I have satisfied myself that the conditions on which Grants were sanctioned have been duly
fulfilled/are being fulfilled and that I have exercised following checks to see that the Grant has been actually
utilized for the purpose for which it was sanctioned:
(a) the main accounts and other subsidiary accounts and registers (including assets registers) are maintained as
per the provisions of this Agreement;
(b) there exist internal controls for safeguarding public funds/assets, watching outcomes and achievements of
physical targets against the financial inputs, ensuring quality in asset creation etc. & the periodic evaluation
of internal controls is exercised to ensure their effectiveness;
(c) to the best of our knowledge and belief, no transactions have been entered that are in violation of Defence
Testing Infrastructure Scheme (DTIS) and the provisions of this Agreement;
(d) the responsibilities among the key functionaries for execution of the Project have been assigned in clear terms
and are not general in nature; and
(e) the expenditure on various components of the Project was in the proportions authorised as per the DTIS and
the provisions of the Contract Agreement

SIGNED, SEALED AND DELIVERED SIGNED, SEALED AND DELIVERED

For and on behalf of the Implementation Agency by: For and on behalf of the Statutory Auditor by:

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(Signature) (Signature)
(Name) (Name)
(Designation) (Designation)
(Address) (Code Number)
(Address)

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37 SCHEDULE - H
SERVICES

The following testing Services are proposed to be undertaken at the Project across different stages viz
Research & Development (R&D), Manufacturing, Acceptance and Maintenance, Repair & Operations
(MRO), as applicable. The tests are categorized under mandatory tests and additional tests. Mandatory tests
comprises of tests which are required be part of the DTIS facility and additional tests comprises of tests
which are good to have as part of the proposed DTIS facility.

Mandatory tests Additional tests

1. PCB & Module test system (ATS 500) 36. IoT tests
2. Low noise amplifier test 37. Smart power test
3. High power switches test 38. SDR tests
4. Frequency range test 39. S-parameter characterization
5. Radio qualification and testing 40. Battery testing
6. Secure waveform variance test – antenna
7. Software verification and validation
8. Receiver and processor effectiveness test
9. Integrated system test
10. Field test (Receiver test and emitter verification)
11. Interface tests with other sensors
12. Boundary Scan test (XJTAG)
13. Conformal coating test (CRS9000)
14. High Frequency Test
15. Radio Communication test (R8100)
16. Wireless (RF) transmitter test
17. Antenna testing
18. Receiver test
19. Antenna characterization test
20. Military bus protocol testing
21. Signal integrity test
22. Power integrity test
23. Usability test
24. Security test
25. Performance test
26. Connectivity test
27. Regulatory test
28. Specific absorption test
29. Passive component test
30. Microwave component test
31. Beamforming system design and test
32. Simulation of RF to test interference
33. Active component test
34. Emitter tests
35. Communication protocols testing for:
35.1 Wi-Fi – IEEE 802.11
35.2 Blue tooth

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35.3 Zigbee – IEEE 802.15.4

35.4 Z-Wave
35.5 IPV6 Low Power Wireless Personal Area
Network (6LoWRAN) – IEEE802.15.4
35.6 RFID
35.7 Cellular – GSM/GPRS/EDGE (2G)/HSPA
(3G)/LTE (4G)
35.8 Narrow Band IoT
35.9 5G
35.10 LoRAWAN – Long Range Wide Area
Network

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38 SCHEDULE - I
PANEL OF CHARTERED ACCOUNTANTS
1. Panel of Chartered Accountants
Pursuant to the provisions of Clause 21.2.1 of the Agreement, the Authority and the Implementation
Agency shall prepare a mutually agreed panel of 5 (five) reputable firms of Chartered Accountants
having their registered offices in India (the “Panel of Chartered Accountants”). The criteria for
preparing such Panel of Chartered Accountants and the procedure to be adopted in this behalf shall
be as set forth in this Schedule I.
2. Invitation for empanelment
2.1 The Authority shall invite offers from all reputed firms of Chartered Accountants who fulfil the
following eligibility criteria, namely:
(a) the firm should have conducted statutory audit of the annual accounts of at least 100 (one
hundred) companies registered under the Companies Act, 1956/2013, including any re-
enactment or amendment thereof, of which at least 10 (ten) should have been public sector
undertakings;
(b) the firm should have at least 5 (five) practicing Chartered Accountants on its rolls, each with a
minimum experience of 10 (ten) years in the profession;
(c) the firm or any of its partners should not have been disqualified or black-listed by the
Comptroller and Auditor General of India or the Authority; and
(d) the firm should have an office in the State or in an adjacent State with at least 2 (two) practicing
Chartered Accountants on its rolls in such State.
2.2 Interested firms meeting the eligibility criteria shall be required to submit a statement of their
capability including the bio-data of all the practicing Chartered Accountants on its rolls. In particular,
each firm shall be required to furnish year-wise information relating to the names of all the companies
with an annual turnover exceeding INR 10,00,00,000 (Rupees Ten crores) whose annual accounts
were audited by such firm in any of the preceding 5 (five) Accounting Years.
3. Evaluation and selection
3.1 The information furnished by each firm shall be scrutinized and evaluated by the Authority and 1
(one) point shall be awarded for each annual audit of the companies specified in Paragraph 2 above.
For the avoidance of doubt and by way of illustration, a firm which has conducted audit of the annual
accounts of any such company for 5 (five) years shall be awarded 5 (five) points.
3.2 The Authority shall prepare a list of all the eligible firms along with the points scored by each such
firm and 5 (five) firms scoring the highest points shall be identified and included in the draft Panel
of Chartered Accountants.
4. Consultation with the Implementation Agency
The Authority shall convey the aforesaid panel of firms to the Implementation Agency for scrutiny
and comments, if any. The Implementation Agency shall be entitled to scrutinize the relevant records
of the Authority to ascertain whether the selection of firms has been undertaken in accordance with
the prescribed procedure and it shall send its comments, if any, to the Authority within 15 (fifteen)
days of receiving the aforesaid panel.
5. Mutually agreed panel

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5.1 The Authority shall, after considering all relevant factors including the comments, if any, of the
Implementation Agency, finalize and constitute a panel of 5 (five) firms which shall be deemed to
be the mutually agreed Panel of Chartered Accountants.
5.2 After completion of every 5 (five) years from the date of preparing the mutually agreed Panel of
Chartered Accountants, or such earlier period as may be agreed between the Authority and the
Implementation Agency, a new panel shall be prepared in accordance with the provisions of this
Schedule I.

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39 SCHEDULE - J
COMPLETION CERTIFICATE

1. I/We, ………. (Name of the Authority), acting as Authority, under and in accordance with the
Contract Agreement dated ………. (the “Agreement”), for development, operation and
maintenance of greenfield Defence Testing Infrastructure (DTI) facility for Communication
Systems under the Defence Testing Infrastructure Scheme (DTIS) (the “Project”), through
………. (Name of Implementation Agency), hereby certify that Project has been successfully
completed as per the Detailed Project Report in the Agreement,.
2. It is certified that, in terms of the aforesaid Agreement, all works forming part of Project have
been completed, on this the……day of 20…

SIGNED, SEALED AND DELIVERED

For and on behalf of AUTHORITY by:
(Signature)
(Name)
(Designation)
(Address)

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Appendix – N
LETTER COMPRISING THE FINANCIAL BID

To,
………………..
DQA (WP)/ DDP DGQA
Floor-6, “B” Block, MoD Complex
Africa Avenue
New Delhi - 110023

Sub: Bid for Development, Operation and Management of Defence Testing Infrastructure (DTI) for
Communication testing under the Defence Testing Infrastructure Scheme (DTIS)

Dear Sir,

1. With reference to your RFP document dated …….., I/We, having examined the Bidding Document and
understand their contents, hereby submit our Bid for the aforesaid project. The bid is unconditional and
unqualified.

2. I/ We acknowledge that the Authority will be relying on the information provided in the Bid and the
document accompanying the BID for selection of the Contractor for the aforesaid Project, and we certify
that all information provided in the Bid are true and correct; nothing has been omitted which renders such
information misleading; and all documents accompanying the BID are true copies of their respective
originals.

3. The Bid price has been quoted by me/us after taking into consideration of all the terms and conditions
stated in the RFP, Contract Agreement, all the documents provided in the tender document package, and
all the conditions that may affect the project cost and implementation of the Project and we understand
that no additional payments shall be allowed on the basis of change in site parameters at a later date.

4. I/We acknowledge the right of the Authority to reject our BID without assigning any reason or otherwise
and hereby waive, to the fullest extent permitted by applicable law, our right to challenge the same on any
account whatsoever.

5. In the event of my/ our being declared as the Selected Bidder, I/we agree to enter into an Agreement in
accordance with the draft that has been provided to me/us prior to the BID Due Date. We agree not to seek
any changes in the aforesaid draft and agree to abide by the same.

6. I/ We shall keep this offer valid for 180 (one hundred and Twenty) days from the BID Due Date specified
in the RFP.
7. I/ We understand that the Authority is not bound to accept the lowest or any tender it may receive.

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8. I/ We hereby submit our BID and offer a BID Price of Rs. ......................................
(Rs.........................................................................................................{in words}) as detailed in Price Bid
for undertaking the aforesaid Project in accordance with the Bidding Documents and the Agreement.
Yours faithfully,
Date: (Signature, name and designation of
Place: Authorised Signatory)
Name & seal of Bidder/Lead Member:..........

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Appendix – O
PRICE BID

To,
………………..
DQA (WP)/ DDP DGQA
Floor-6, “B” Block, MoD Complex
Africa Avenue
New Delhi - 110023

Sub: Bid for Development, Operation and Management of Defence Testing Infrastructure (DTI) for
Communication testing under the Defence Testing Infrastructure Scheme (DTIS)

Dear Sir,
Based on the RFP document, scope of work, and tender conditions, corrigendum (if any), and in reference
to Appendix -N. Our lump sum amount for the Grant in Aid of INR …….. (India Rupees ______{in words})
for undertaking the project.
The detailed break-up of amount for the Grant in Aid is presented below.
S.No Description Total Estimated Grant Amount % Share
Cost (INR) (INR)
1 Building
2 Test Equipment, Installation,
Training
Total

Yours faithfully,
Date: (Signature, name and designation of
Place: Authorised Signatory)
Name & seal of Bidder/Lead Member:….......
Note: The bidder shall provide a detailed break-up of the amount quoted above to the extent possible to
ascertain the cost.

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Appendix – P
LIST OF TESTS, TESTEQUIPMENT AND STANDARDS
The tests proposed to be undertaken at the DTI facility of communications testing are given in the table
below. The tests are categorized as mandatory tests and additional tests. Mandatory tests comprise of tests
which are required to be part of the DTIS facility proposed by the bidder and additional tests comprises of
tests which are good to have as part of the proposed DTIS facility or proposed additionally to the mandatory
tests.

Mandatory tests Additional tests

41. PCB & Module test system (ATS 500) 76. IoT tests
42. Low noise amplifier test 77. Smart power test
43. High power switches test 78. SDR tests
44. Frequency range test 79. S-parameter characterization
45. Radio qualification and testing 80. Battery testing
46. Secure waveform variance test – antenna
47. Software verification and validation
48. Receiver and processor effectiveness test
49. Integrated system test
50. Field test (Receiver test and emitter verification)
51. Interface tests with other sensors
52. Boundary Scan test (XJTAG)
53. Conformal coating test (CRS9000)
54. High Frequency Test
55. Radio Communication test (R8100)
56. Wireless (RF) transmitter test
57. Antenna testing
58. Receiver test
59. Antenna characterization test
60. Military bus protocol testing
61. Signal integrity test
62. Power integrity test
63. Usability test
64. Security test
65. Performance test
66. Connectivity test
67. Regulatory test
68. Specific absorption test
69. Passive component test
70. Microwave component test
71. Beamforming system design and test
72. Simulation of RF to test interference
73. Active component test
74. Emitter tests
75. Communication protocols testing for:
70.1 Wi-Fi – IEEE 802.11
70.2 Blue tooth
70.3 Zigbee – IEEE 802.15.4
70.4 Z-Wave
70.5 IPV6 Low Power Wireless Personal Area
Network (6LoWRAN) – IEEE802.15.4

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70.6 RFID
70.7 Cellular – GSM/GPRS/EDGE (2G)/HSPA
(3G)/LTE (4G)
70.8 Narrow Band IoT
70.9 5G
70.10 LoRAWAN – Long Range Wide Area
Network

All the mandatory and additional tests needs to be as per MIL standards, Software Communication
Architecture (SCA) 2.2.2, ISA/IEC 62443 and the proposed communications test facility should be NABL
accredited as per ISO/IEC 17025. We expect the facility to be able to handle the tests for airborne, land and
naval systems. The bidders needs to ensure that testing requirements are compliant to JSS:55555.
Indicative list of test equipment for the proposed testing facility is given below. Bidders need to specify
what would be the capacity and range of the test equipment that they will be offering for the mandatory
and additional tests. All the test equipment and equipment required to undertake tests promulgated in MIL
STD needs to be procured for the testing lab under DTIS. The equipment for each test must be of IS or
equivalent standards.

Test equipment
1. RF spectrum analyser
2. High frequency programmable signal generator with capability to generate necessary modulations
3. Signal Analyser
4. High-end digital oscilloscope
5. Antenna design software
6. Power measuring instrument
7. Basic and advance communication kits
8. SDR kits and accessories
9. FPGA boards and accessories
10. Basic measuring instruments
11. Component testing kits
12. 1RF circuit design software
13. RF radiation measurement kits
14. IoT motes and accessories
15. Communication circuit/system simulation software
16. Antennal kits with different types of antennas
17. Optical switches
18. Basic networking kits and components
19. Power supply (UPS)
20. Calibration kits
21. Anechoic chamber (infrastructure)
22. Network security

Antenna and RF test facility

23. Near Field Antenna Test Range
24. SATIMO STARLAB BTS – Antenna Measurement Facility
25. Test bench for S-parameter characterization
26. Simulation Software HFSS

Wireless Systems Engineering Lab

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27. N5182A-Agilent MXG Vector signal generator and E4433B

28. N9020A-MXA signal analyzer with 89601B (BHJ & B7Z)
29. N5182B vector signal generator
30. HP 8753ES Vector Network Analyzer
31. PNA – X series Network Analyzer
32. GSM Base Transceiver Station (BTS) Simulator
33. Other equipment like oscilloscope, logic analyzers, power supplies etc
34. Simulation software – ADS, HFSS, CST

High Speed Lab

35. Silicon Thermal Chiller CH5050
36. Silicon Thermal Chiller TH170-2
37. Silicon Thermal Chiller TH95-2
38. EDA software
39. High speed scopes
40. BERT & Signal generators
41. Optical Spectrum Analyzer
42. Digital Power Meters

Design Assurance Lab

43. Multiple scopes covering up to 13 GHZ
44. Trimode probe – 13 GHZ
45. Signal Generators
46. Differential Probes
47. Multi meters
48. Power Supplies
49. Ripple measurement equipment

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APPENDIX Q - DTIS

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Appendix R
List of Mandatory Test (proposed to be undertaken)
To,
………………..
DQA (WP)/ DDP DGQA
Floor-6, “B” Block, MoD Complex
Africa Avenue
New Delhi - 110023

Sub: Bid for Development, Operation and Management of Defence Testing Infrastructure (DTI) for
Communication testing under the Defence Testing Infrastructure Scheme (DTIS)
Dear Sir,
We ………………………. (name of the bidder) propose to undertake the following mandatory tests for the
proposed DTI facility. The key information of the tests along with the technical details are being submitted
in the DPR.

S.No Name of test Capacity Range Capability (Max.

dimension of
equipment being
tested)

Yours Faithfully,
Date: (signature, name and designation of the Authorised signatory)
Place: Name and seal of the Bidder/ Lead Member

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Appendix S
List of Additional Test (proposed to be undertaken)
To,
………………..
DQA (WP)/ DDP DGQA
Floor-6, “B” Block, MoD Complex
Africa Avenue
New Delhi - 110023

Sub: Bid for Development, Operation and Management of Defence Testing Infrastructure (DTI) for
COMMUNICATIONStesting under the Defence Testing Infrastructure Scheme (DTIS)
Dear Sir,
We ………………………. (name of the bidder) propose to undertake the following additional tests for the
proposed DTI facility. The key information of the tests along with the technical details are being submitted
in the DPR.

S.No Name of test Capacity Range Capability (Max.

dimension of
equipment being
tested)

Yours Faithfully,
Date: (signature, name and designation of the Authorised signatory)
Place: Name and seal of the Bidder/ Lead Member

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Appendix T
Bid Securing Declaration

We hereby submit a declaration that the bid submitted by the undersigned, on behalf of the JV/ consortium,
{Name of the bidder}, either sole or in JV, shall not be withdrawn or modified during the period of validity
i.e. not less than 180 (one hundred eighty) days from the bid due date.

I, on behalf of the bidder, {Name of the bidder}, also accept the fact that in case the bid is withdrawn or
modified during the period of its validity or if we fail to sign the contract in case the work is awarded to us
or we fail to submit a performance security before the deadline defined in the Letter of Invitation (LOI),
then all the members of the JV/ consortium will be blacklisted for participation in the tendering process for
the works of DDP-DGQA and works under other Centrally Sponsored Schemes, for a period of two years
from the bid due date of this work.

(Signature of the Authorised Signatory)

(Official – Seal)

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Appendix U
Environmental tests – Gap assessment
In broad terms, Communication systems comprises of three domains – Antennas, Radio frequencies,
Software Defined Radio and Internet of Things. Communications is broken down in three subsystems as
shown below.
(i) Antenna -
(ii) SDR and Radio frequency
(iii) Internet of things (IoT)
As per the gap assessment study, the market size of the Communications testing is estimated to be INR 430
– 450 Crores in 2020 and is projected to reach INR 880 – 900 Crores by 2030 at a CAGR of 7.0%. This
growth in demand for these testing requirements, is expected to be driven by increasing demand for SDR
and high focus on Communications systems indigenisation.

However, the total the total supply for Communications testing in the country currently stands at INR 300-
320 crore. For specific communications testing, there is a significant lack of dedicated test facility for
special-to-type Communications testing, e.g. labs for SDR testing and IoT testing for the MSMEs and other
industry players. Furthermore, the key test facilities for communication systems are owned and operated
by DRDO, DPSUs and large private players. MSMEs find issues with availing these labs due to long
waiting time.

Estimated annual supply for EW testing in India is INR 300 – 320 Cr annually

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Comparing the demand and supply, the gap in the communications testing is estimated as INR 360 – 430
crores.

EW testing demand (2020) INR 430 – 450 crores

EW testing supply (2020) INR 300 – 320 crores
EW testing gap (2020) INR 130 – 150 crores

The DTI facility under the DTIS can be developed at any location pan India, as preferred by the Bidder subject
to land being arranged by the Bidder. However, a location assessment was also carried out as part of the gap
assessment study and preferred clusters were identified for setting up the Communications test facility (1)
Karnataka (2) Telangana (3) National Capital Region (4) Maharashtra (5) Tamil Nadu were identified as suitable
locations for setting up integrated communications test facility. This assessment takes into consideration existing
manufacturing unit, ancillary industries, testing facilities and future demand for the same. Based on the key
clusters, assessment of the A&D or other applicable policies in the states and available infrastructure for
establishment of the DTI facility was also undertaken.

Manufacturing Testing Stakeholder Other Priority

Preferred State
units facilities gap response Enablers ranking

Karnataka I

Telangana II

NCR II

Maharashtra III

Tamil Nadu III

*Presence of A&D promoted parks, defence industrial corridors and dedicated A&D policy

Karnataka (Bangalore region), NCR (GB Nagar region), Telangana (Hyderabad – Rangareddy region),
Maharashtra (Mumbai-Pune-Nasik region) and Tamil Nadu (Chennai) emerge as most preferred nodes for
Communications DTI facility

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