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REQUEST FOR PROPOSAL (RFP) FOR SELECTION OF HELICOPTER OPERATOR FOR HIRING OF ROTARY WING HELICOPTERS FOR THE GOVERNMENT OF MEGHALAYA RFP NO. Com/Trans/RFP/HS/90/2019/53, DATED 26th November, 2019. COMMISSIONER OF TRANSPORT GOVERNMENT OF MEGHALAYA Page 1 of 53 TABLE OF CONTENTS 1. BACKGROUND 3 2. IMPORTANT INFORMATION TO BIDDERS 4 3. SCOPE OF WORK 15 4. SERVICE LEVEL AGREEMENT (SLA) 18 5. DGCA REGULATIONS RELATED 20 6. INDICATIVE ROLE OF GOVERNMENT OF MEGHALAYA 23 7. PAYMENT TERMS 24 ANNEXURES . 25 Annexure-1: Pre-Qualification Letter format. 25 Annexure-2: Pre-Qualification Check-list for the documents to be submitted 27 Annexure-3: Pre-Qualification Format for Bidder’s Particulars . 28 Annexure-4: Pre-Qualification - Self-Declaration by Bidder . 29 Annexure-5: Compliance Statement for Eligibility Criteria . 30 Annexure-6: Technical Bid Quote Template for Non-Scheduled Operations . 32 Annexure-7: Financial Bid Formats & Instructions. 33 Annexure-8: Financial Bid Quote

Template for Non-Scheduled Operations . 35 Annexure-9: Draft Contract . 36 Annexure-10: Draft Non-Disclosure Agreement (NDA) . 50 Page 2 of 53 1. BACKGROUND 1.1 About Meghalaya: The state of Meghalaya is situated in the northeast region of India, is bounded on the north and east by the Indian state of Assam and on the south and west by Bangladesh. 1.2 Shillong Airport, also known as Umroi Airport, is a civilian airport located at Umroi, 30 km from Shillong, Meghalaya, India. 1.3 The Umroi airport was constructed in the mid-1960s and became operational in the mid-1970s. Land measuring 22416 acres was acquired for expansion of the airport in 2009. The work commenced in June 2009 and was completed in May 2010. The new terminal building, built at a cost of Rs. 30 crore, was inaugurated in June 2011 1.4 The Airports Authority of India (AAI) has been allotted land for the further expansion of the airport. At present, the Umroi airport has a runway of 6,000-feet. This runway supports

the ATR Aircraft (ATR-72) and Helicopters. The Indigo Airlines has already started its operations on the Shillong – Kolkata route since July’19. 1.5 Helicopter services are also available from the Shillong Helipad located under the premises of the Indian Air Force station at Upper Shillong. Services are usually available tri-weekly from Shillong to Tura, and from Guwahati airport to Shillong from Monday to Saturday twice a day. 1.6 The Transport Department, Government of Meghalaya, intends to engage a Helicopter operator to provide the abovementioned services with one twin-engine and one single-engine helicopter. Page 3 of 53 2. IMPORTANT INFORMATION TO BIDDERS 2.1 The Bidders are advised to study the RFP/ TENDER document carefully Submission of Bids shall be deemed to have been done after careful study and examination of the RFP/ TENDER document with full understanding of its implications. This section provides general information about the Issuer (i.e DEPT OF TRANSPORT),

important dates and addresses and the overall eligibility criteria for the Bidders. 2.2 Bidders are advised to study all instructions, forms, requirements and other information in the RFP/ TENDER documents carefully. Submission of the bid shall be deemed to have been done after careful study and examination of the RFP/ TENDER document with full understanding of its implications. 2.3 The response to this RFP/ TENDER should be full and complete in all respects. Failure to furnish all information required by the RFP/ TENDER documents or submission of a proposal not substantially responsive to this document will be at the Bidders risk and may result in rejection of its Proposal. 2.4 Consortium is not allowed to participate in tender If it is found that organizations have tendered separately under different names for the same contract, all such tender(s) shall stand rejected and tender deposit of each such firm/establishment shall be forfeited. In addition, such firms /establishments

shall be liable, at the discretion of the GOM, for further penal action including blacklisting. If after award of contract it is found that the accepted bid proposal violated any of the directions pertaining to participation as stated above, the contract shall be liable for cancellation at any time during its validity in addition to penal action against the contractors as well as related firm / establishment. 2.5 Rights to Accept / Reject any or all Proposals The Government of Meghalaya (GOM), reserves the right to accept or reject any proposal, and to annul the bidding process and reject all Bids at any time prior to award of Contract, without thereby incurring any liability to the affected Bidder or Bidders or any obligation to inform the affected bidder or bidders of the grounds for the GOM’s action. 2.6 Issuer and Address for Bid Submission & Correspondence Commissioner of Transport, Meghalaya Shillong Saw Lad, Law U-Sib, Shillong 793021, Meghalaya Phone: 0364-2232779

E-Mail: comtrans21@yahoo.com , comtrans21@gmailcom Page 4 of 53 2.7 Key Events & Dates Event Notice Inviting Tender Last date to send in requests for clarifications on the tender document Date and Time for Pre- Bid Conference Response to Pre-Bid Clarifications Last date for submission of Bids Opening of Pre-qualification Bids Opening of Technical Bids Opening of Financial Bids 26.112019 03.122019 Date 06.122019 11.122019 17.122019 19.122019 19.122019 To be informed after technical evaluation 2.8 Note: (i) This Tender Document is not transferable (ii) Only prospective bidders who have paid the tender document fee of Rs. 10,000/- to Commissioner of Transport as specified below will be allowed to attend the Pre-Bid Conference 2.9 Procurement of RFP/ TENDER Document The tender document can be downloaded from the Department’s website http://megtransport.govin against a Tender fee of Rs 10,000/- (Ten thousand only (non-refundable) to be remitted through a Demand Draft, from

any commercial Nationalized/ Scheduled bank, drawn in favour of “Commissioner of Transport”, payable at Shillong, Meghalaya. The Bidder will not be allowed to attend the Pre-Bid Conference in the absence of the tender fee. The bid will also not be considered in the absence of the tender fee. 2.10 Pre Bid Conference DEPT OF TRANSPORT shall organize a Pre Bid Conference on the scheduled date and time in the New IT Department Building, Secretariat Hills, Shillong 793001, Meghalaya. Please note that the Bidder will not be allowed to attend the Pre-Bid Conference in the absence of the tender fee. Dept of Transport may incorporate any changes in the RFP/ TENDER based on acceptable suggestions received during the interactive Pre Bid Conference. The decision of Commissioner of Transport regarding acceptability of any suggestion shall be final and shall not be called upon to question under any circumstances. The prospective Bidders shall submit their questions in writing as per the

prescribed format given in this tender document not later than Date and Time indicated in the section above. It may not be possible at the Pre Bid Conference to answer questions, which are received late. However, prospective Bidders are free to raise their queries during the meeting and responses will be conveyed to all the prospective Bidders (by way of hosting amendments/ clarifications on the website i.e http://megtransportgovin accordance with the respective clauses of the RFP/ TENDER and no Page 5 of 53 participant would be intimated individually about the response of DEPT OF TRANSPORT. The prospective participants have to inform DEPT OF TRANSPORT on the mail id mentioned above regarding its intention to attend the pre-Bid conference. Only bidders who have paid the tender fees shall be allowed to attend the pre-bid conference. The Bidders should submit the queries in the following format: Sr no. Section / Para / Content of the RFP sub-para of the RFP requiring clarification

2.11 Amendment of RFP/ TENDER Document 2.12 Venue for submission of Proposal Clarification sought / Query At any time before the deadline for submission of Bids, DEPT OF TRANSPORT may, for any reason, whether at own initiative or in response to a clarification requested by a prospective Bidder, modify the RFP document by amendment. All the amendments made in the document would be published on the website http://megtransport.govin The Bidders are also advised to visit the aforementioned website on regular basis for checking necessary updates. DEPT OF TRANSPORT also reserves the right to amend the dates mentioned in this Bid document. Proposals in repose to this RFP must be received at the address specified below not later than dates specified in this RFP/ TENDER. Commissioner of Transport, Government of Meghalaya Saw Lad, Law U-Sib Shillong-793021 2.13 Any proposal received by DEPT OF TRANSPORT after the deadline for submission of proposals mentioned in this RFP/ TENDER will be

rejected and returned unopened to the Bidder. DEPT OF TRANSPORT shall not be responsible for any postal delay or non-receipt/ non-delivery of the documents. No further correspondence on the subject will be entertained after the expiry of the dates mentioned in this RFP/ TENDER. Page 6 of 53 2.14 (i) (ii) 2.15 (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) Right to Terminate DEPT OF TRANSPORT, Government of Meghalaya (GoM), may terminate the RFP/ TENDER process at any time and without assigning any reason. DEPT OF TRANSPORT GoM makes no commitments, express or implied, that this process will result in a business transaction with anyone. This RFP/ TENDER does not constitute an offer by DEPT OF TRANSPORT, GOM. Submission of Responses The bids shall be submitted in a single sealed envelope and superscripted “RFP/ TENDER for Selection of Helicopter Operator for Hiring of Rotary Wing Helicopter”. This envelope should contain (a) Technical Bid and (b) Price Bid. Each of these bids

(ie a & b) must be submitted in two hard copies marked as “First Copy” and “Second Copy” and one soft copy in the form of a non-rewriteable CD. CD media must be duly signed using a Permanent pen Marker and should bear the name of the bidder. Bidder must ensure that the information furnished by him / her in respective CDs is identical to that submitted by him in the original paper bid document. In case of any discrepancy observed by the Issuer in the contents of the CDs and original paper bid documents, the information furnished on original paper bid document will prevail over the soft copy. Bids shall consist of supporting proofs and documents as defined in this RFP. Bidder shall submit all the required documents as mentioned in the annexure including various templates. It should be ensured that various formats mentioned in this RFP/ TENDER should be adhered to and no changes in the format should be done. The envelopes should indicate clearly the name, address, telephone

number, Email ID of the bidder. Each copy of the RFP/ TENDER should be a complete document and should be bound as a volume. The document should be page numbered, must contain the list of contents with page numbers and each page shall be signed in original by the Authorized Representative of the bidder (having relevant Power of Attorney). Different copies must be bound separately. The entire proposal shall be strictly as per the format specified in this RFP and any deviation may result in the rejection of the RFP/ TENDER proposal. Page 7 of 53 2.16 RFP/ TENDER Proposal Preparation Costs & related issues (i) The bidder is responsible for all costs incurred in connection with participation in this process, including, but not limited to, costs incurred in conduct of informative and other diligence activities, participation in meetings/discussions/presentations, preparation of proposal, in providing any additional information required by DEPT OF TRANSPORT, GOM to facilitate the

evaluation process. (ii) DEPT OF TRANSPORT, GOM will in no case be responsible or liable for those costs, regardless of the conduct or outcome of the bidding process. (iii) This RFP/ TENDER does not commit DEPT OF TRANSPORT, GOM to award a contract or to engage in negotiations. Further, no reimbursable cost may be incurred in anticipation of award or for preparing this RFP/ TENDER. (iv) All materials submitted by the bidder will become the property of DEPT OF TRANSPORT. 2.17 Meeting Eligibility Criteria DEPT OF TRANSPORT, GOM will shortlist only bidders who meet the Eligibility criteria mentioned in this Response For Proposal (RFP)/ Tender document for technical and subsequent evaluation. Any attempt by a Bidder to influence the bid evaluation process may result in the rejection of its RFP/ TENDER Proposal. 2.18 (i) (ii) (iii) (iv) (v) 2.19 Evaluation Process DEPT OF TRANSPORT, GOM, will constitute an Evaluation Committee to evaluate the responses of the bidders. The Evaluation

Committee constituted by DEPT OF TRANSPORT, GOM shall evaluate the responses to the RFP/ TENDER and all supporting documents & documentary evidence. Inability to submit requisite supporting documents or documentary evidence, may lead to rejection of the RFP/ TENDER Proposal. Each of the responses shall be evaluated to validate compliance of the bidders according to the Pre-Qualification criteria, Forms and the supporting documents specified in this document. The decision of the Evaluation Committee in the evaluation of responses to the RFP shall be final. No correspondence will be entertained outside the evaluation process of the Committee. The Proposal Evaluation Committee reserves the right to reject any or all proposals. Self Declaration Bidder has to submit as part of bid document the self-declaration in the format as given in Annexure to this RFP. If at any stage of tendering process or contract period, it is found that bidder has submitted false or Page 8 of 53 wrong

information in self declaration then it shall be liable for following actions, at the discretion of the GOM: (a) Termination of Contract (b) Blacklisting for 5 years (c) Forfeiture of Performance Guarantee and/or forfeiture of EMD (d) Necessary legal action as per prevailing law. 2.20 Eligibility Criteria The Bidders should meet the following eligibility criteria: (a) The Bidder as a Company must be currently in the aviation business of air-operations under valid Non-Scheduled Operator’s Permit (NSOP) / Air Operator’s Permit (AOP) for the last five years from the last date of submission of the tender. Out of this at least two years’ experience is necessary in providing charter / hiring services to Government/ Government Agencies. (b) The Bidder should have experience of providing ticketed passenger services for at least two years. (c) The age of the Helicopters offered must be as permitted by DGCA. (Documentary proof of age of the Helicopter to be furnished in technical

bid). (d) All qualifications/ technical requirements of the Pilot and crew must be as per the requirements specified by DGCA including for VIP flying. (e) Copies of currently valid Certificate of Airworthiness (C of A), C of Registration (C of R), Weight Schedule, etc. issued by DGCA, BCAS and other competent authorities, for the operation of the helicopter service must be furnished along with the Technical Bid. (f) Operator’s Minimum fleet size should be 3 (Three) Helicopters (g) Operator’s (Bidder’s) Average Annual Turn Over from Aviation business of last 2 financial years must be Rs. 25 Crores or more (h) The Operator’s (Bidder’s) and its Board of Directors Security Clearance should not have been rejected by the Ministry of Home Affairs in the preceding 10 (ten) years. Self declaration should be submitted to this effect. (i) The Pilots should be cleared to fly in hilly terrains as per provisions of the DGCA,. Documentary evidence should be submitted (j) A Certificate

from the Statutory Auditor to the effect that the Bidder has requisite financial capacity to carry out the agreement work in addition to their existing business and about the Average Annual Turn Page 9 of 53 Over of last two financial years (2017-18 & 2018-19) etc. as specified in the tender must be enclosed in the Technical Bid. (k) Should have at least 2 serviceable twin-engine helicopters in its fleet. Documentary evidence should be submitted. (l) The helicopter offered should be on the registered NSOP of the bidder/operator on permanent basis. (m) Should have experience of operating helicopters for at least 5 years. (n) Should not be involved in any fatal accident in the past 03 years (self declaration to be attached) (o) Should have it’s own maintenance facility. (p) Should have pilots qualified for flying VIPs as per DGCA norms with night flying capability. (q) Should have PAN/ TAN of Income Tax Department. (r) Should have GST registration number. (s) The Bidder

(Operator) should submit a Solvency Certificate from a nationalized / scheduled bank. 2.21 (i) Documents comprising the Bid The following table is provided as the guideline for submitting various important documents along with the bid. Sr no. Type A Eligibility Documents to be submitted (a) Valid Non-Scheduled Operator’s Permit (NSOP) / Air Operator’s Permit (AOP) for the last five years from the last date of submission of the tender. Out of this at least two years’ experience is necessary in providing charter / hiring services to Government/ Government Agencies. (b). experience of providing ticketed passenger services for at least two years (c) The age of the Helicopters offered must be as permitted by DGCA. (Documentary proof of age of the Helicopter to be furnished in technical bid). (d) All qualifications/ technical requirements of the Pilot and crew must be as per the requirements specified by DGCA including for VIP flying. (e) Copies of currently valid Certificate

of Airworthiness (C of A), C of Registration (C of R), Weight Schedule, etc. issued by DGCA, BCAS and other competent authorities Page 10 of 53 (f) Documents supporting the Operator’s Minimum fleet size of 3 (Three) Helicopters (g) Documents supporting Operator’s (Bidder’s) Average Annual Turn Over from Aviation business of last 2 financial years must be Rs. 25 Crores or more (h) Documents supporting the Operator’s (Bidder’s) and its Board of Directors Security Clearance not been rejected by the Ministry of Home Affairs in the preceding 10 (ten) years. Self declaration should be submitted to this effect. (i) Documents supporting that the Pilots are cleared to fly in hilly terrains as per provisions of the DGCA. (j) A Certificate from the Statutory Auditor to the effect that the Bidder has requisite financial capacity to carry out the agreement work in addition to their existing business and about the Average Annual Turn Over of last three financial years (2016-17,

2017-18 & 2018-19) etc. (k) Documents supporting that Bidder has at least 2 serviceable twin-engine helicopters in its fleet. (l) Documents supporting that the helicopter/s offered are on the registered NSOP of the bidder/operator on permanent basis. (m) Documents supporting that the Bidder /Operator has experience of operating helicopters for at least 5 years. (n) Documents supporting that the Bidder / Operator was not involved in any fatal accident in the past 03 years (self declaration to be attached) (o) Documents supporting that Bidder / Operator have their own maintenance facility. (p) Documents supporting that the proposed pilots are qualified for flying VIPs as per DGCA norms with night flying capability. (q) Copies of PAN/ TAN of the Operator / Bidder. (r) Document related to GST registration number. (s) Solvency Certificate from a nationalized / Page 11 of 53 (ii) (iii) (iv) (v) (vi) B Technical Bid C Financial Bid scheduled bank (t) Any other relevant document

Refer Annexure-6. Documents supporting Annexure-6 and Scope of Work (Section-3) should be enclosed with page numberings and index. - Financial Proposal Cover letter - Financial Bid as per Annexures to this RFP Bidders shall furnish the required information on their Technical and Financial proposals in enclosed formats only. Any deviations in format may make the tender liable for rejection. Disclosure of financial information of the bid in technical bid shall be sufficient grounds for rejection of the bid. All the documents mentioned against technical bid should be submitted in technical bid proposal only and should not be included in financial bid. Similarly all the documents mentioned against financial bid should be submitted in financial bid proposal only and should not be included in technical bid. All the relevant documents of technical bid should be in separate sealed envelopes with name ‘Technical Bid’. Please name the individual files as serial number followed by name. For

eg, “1 Technical Bid Cover letter” Bidder should enclose Demand Draft of the Earnest Money Deposit inside with the Technical Bid Envelope. The Financial proposal letter shall be submitted in Financial Sealed Envelope with seal and signature. 2.22 Earnest Money Deposit (EMD) (i) Bidders are required to submit Earnest Money Deposit of Rs 10,00,000/(Ten lakhs only) through Bank Guarantee in favor of “Commissioner of Transport, Government of Meghalaya” payable at Shillong. Bids without EMD will be treated as incomplete and non-responsive and the same will not be considered. The Bank Guarantee for the Earnest Money Deposit should be valid for 180 days and should be deposited along-with the Technical Bids. Non-receipt of BG will result in Disqualification of the Bidder. (ii) EMD of all the unsuccessful bidders will be refunded as promptly as possible, but not later than 30 days after acceptance of work order by the successful bidder (iii) In case bid is submitted without EMD as

mentioned above then the Department reserves the right to reject the bid without providing opportunity for any further correspondence of the bidder concerned. (iv) The EMD may be forfeited: (a) If a Bidder withdraws their bid or increases their quoted prices during the period of bid validity or its extended period, if any; or (b) In case of successful bidder, if the Bidder fails to sign the Contract within specified time in accordance with the format given in the Bid Document. Page 12 of 53 (c) If during the bid process, a Bidder indulges in any such deliberate act as would jeopardize or unnecessarily delay the process of bid evaluation and finalization. (d) If during the bid process, any information found wrong/ manipulated/ hidden in the bid. (e) The decision of the Commissioner of Transport, Government of Meghalaya, regarding forfeiture of the EMD and rejection of bid shall be final and binding on bidders. 2.23 Rejection Criteria Non compliance of the Terms and Conditions

mentioned herein in this RFP / tender document and non submission of required documents by the bidders will lead to rejection of the bids, without any further correspondence on the matter. 2.24 Selection Method (i) The lowest bidder (L1) shall be calculated as mentioned at Annexure-8. (Financial Bid Quote related). 2.25 Notification of Award and Signing of contract (i) Post qualification and Award (a) The Department will determine to its satisfaction whether the bidder is qualified to satisfactorily perform the Contract. (b) The determination will take into account the bidder’s financial and other capabilities. It will be based upon an examination of the documentary evidence of the bidder’s qualifications submitted by the bidder, as well as such other information as the Department deems necessary and appropriate. (c) An affirmative determination will be a prerequisite for award of the Contract to the bidder. A negative determination will result in rejection of the bidder’s bid.

(d) The GOM will award the Contract to the successful qualified bidder as per criteria set in this RFP. The successful bidder will be required to submit to the Government a Performance Guarantee Amount of Rs 50,00,000/- (Fifty lakhs) and shall sign the Contract. The notification of award will constitute the formation of a contract, until the Contract has been made effective. (ii) (iii) Notification of Award The GOM through the Department will notify the successful bidder in writing by letter, or by Email, that its Bid has been accepted within a month from the date of opening of the bids. The Bidder is required to confirm his acceptance within One Week of receipt of Notification. The engagement with the Operator shall initially be for a period of three years from the date of signing of the contract, and which may be extended on a mutually agreeable basis for up to five years with one year at a time depending on performance. Page 13 of 53 (iv) Termination for Insolvency The

Department may at any time terminate the Contract by giving written notice to the Operator, without compensation to the Member, if the Member becomes bankrupt or otherwise insolvent. Notwithstanding the above, such termination will not prejudice or affect any right of action or remedy, which has accrued or will accrue thereafter to the Department. 2.26 Completeness of Contract 2.27 Termination by Default The contract will be deemed as incomplete if any part of the work under this project is not complete as per the terms and conditions of this RFP or not acceptable to the department. The Department may, without prejudice to any other remedy for breach of contract, by written notice of default sent to the Operator, terminate the Contract in whole or in part: i) if the Operator fails to provide the helicopter services as and where required by the Government of Meghalaya. ii) If the Operator fails to perform any other obligation(s) under the contract; and iii) If the Operator, in

either of the above circumstances, does not cure its failure within a period of 30 calendar days (or such longer period as the Department may authorize in writing) after receipt of a notice of default from the Department specifying the nature of the default(s) 2.28 The draft indicative Contract and draft Non-Disclosure Agreement are placed as Annexures to this RFP. However, Bidders are expected to also comply with its relevant provisions wherever it is applicable at this stage. Page 14 of 53 3. SCOPE OF WORK 3.1 Key objectives (i) (ii) (iii) To provide Helicopter services for Intra and Inter State air service to the Government of Meghalaya. To provide an effective and reliable schedule to the Government of Meghalaya to run operations throughout the year. To provide the commitment that the operations are dedicated to the Government of Meghalaya as per requirements. 3.2 The Government of Meghalaya (GOM), India intends to engage a Helicopter Operator, registered and based in

India, owning and/or operating rotary wing helicopters to provide helicopter services for normal public use and / or VIP use based for Intra and Inter State operations with one twin-engine and one single-engine Helicopter. 3.3 The Government of Meghalaya has nominated UMROI AIRPORT, SHILLONG as the BASE for the helicopters. This Base may be changed to other location wherever hangar & other facilities are made available to the Operator. The Base may be changed by the Operator giving not less than 30 days prior notice to the Government of Meghalaya whereupon the Operator shall station the helicopter and provide the Equipment, Personnel, spare parts and tools etc. at the new Base as may be required for the operation of the helicopter. 3.4 Operational day: The helicopter and the crew shall be available and fully operational for use by the Government of Meghalaya during an operational day. The connecting and ending times of the operational day of the helicopter may be varied by the

Government of Meghalaya’s authorized representative by giving the Operator a written notice of at least 24 hours before the operational day. 3.5 The Government of Meghalaya may later expand the services to other locations. 3.6 The helicopters and crew so offered should meet all the requirements laid down in the guidelines and circulars issued by the Directorate General of Civil Aviation (DGCA) from time to time. This, inter alia, includes the Air Safety Circular 02 of 1981 and 02 of 2014. 3.7 In addition compliance of Civil Aviation Requirements (CAR) Section 8 Series A Part I is also mandatory. (Extracts placed in this RFP for reference). Further, the “Operation of General Aviation Helicopters” revised requirements issued by DGCA dated 31st October, 2018 needs to be considered, which is accessible at http://dgca.nicin/cars/D8O-O5pdf 3.8 The Air Safety Circular no 2 of 1981 regarding “Use of Privately owned / State Government aircraft for carriage of Chief Ministers and other

high Page 15 of 53 dignitaries” also requires to be complied, in addition to extant guidelines and circulars issued by the DGCA. 3.9 The Helicopter should have valid certification of Manufacturing Company and the same should be accepted by DGCA, Ministry of Civil Aviation, Government of India. 3.10 Copy of valid Certificate of Airworthiness (C of A) and Certificate of Registration (C of R) issued by DGCA, India should be invariably enclosed with the Technical Bid. Copy of valid Air Operator’s Permit (AOP) of the Bidder issued by DGCA India should also be invariably enclosed with the Technical Bid. 3.11 The pilots and air-crews to be deployed on should also be technically qualified and professionally competent for VIP flying operations and should be in accordance with DGCA Civil Aviation Requirements (CAR) Section-3, Series C, Part X. Technical specification of the machine indicating safety parameters may also be given. 3.12 The Pilots and air-crews should be Indian

national/or as per guidelines of Ministry of Civil Aviation, Ministry of Defence & Ministry of Home Affairs especially while conducting flight programme at ALGs belonging to Indian Air Force (IAF) and the bidder shall comply with all required formalities of obtaining permission etc. in this regard The detailed requirement of the Helicopters and Crew Qualification and scheduling is given in this RFP. 3.13 Twin Engine Helicopter (i) Twin Engine Instrument Flight Rules (IFR) capable helicopter (ii) Crew should be holding current Instrument Rating (IR) on type. (iii) Minimum Seating of 5 (five) Passengers for twin engine. (iv) Helicopter should have a minimum range of 200 nautical miles (nm) with minimum of 5 (five) passengers (excluding Pilot/s) from helipad at 5798 feet Above Mean Sea Level (AMSL) at International Standard Atmosphere (ISA) + 25. In summers, the temperature in Guwahati and Tura reaches 38 to 40 degrees Celsius, and in Shillong the average temperature is 24 degrees

Celsius. (v) Helicopter should have air-conditioning. (vi) The twin-engine helicopter operations will be with two pilots. Page 16 of 53 3.14 Single Engine Helicopter (i) Minimum Seating of 5 (five) Passengers for single engine helicopter. (ii) Helicopter should have a minimum range of 200 nautical miles (nm) with minimum of 5 (five) passengers (excluding Pilot/s) from helipad at 5798 feet Above Mean Sea Level (AMSL) at International Standard Atmosphere (ISA) + 25. In summers, the temperature in Guwahati and Tura reaches 38 to 40 degrees Celsius, and in Shillong the average temperature is 24 degrees Celsius. (iii) Helicopter should have air-conditioning. (iv) The single engine helicopter operations should be minimum with single Pilot Page 17 of 53 4. SERVICE LEVEL AGREEMENT (SLA) 4.1 In the event the deployed helicopter is grounded or is not serviceable for more than 72 (seventy-two) hours or 3 days, after the 4 days of regular maintenance, a replacement shall be provided by

the operator at no additional cost to the Government, failing which a penalty of Rs. 25,000/(Rupees twenty five thousand) per day will be imposed and shall be deducted from the running Bills of the Operator. 4.2 The Operator shall in order to carry out the helicopter operations safely and efficiently and to make the helicopter available to the Government of Meghalaya as required, properly maintain, repair, overhaul and service the helicopter in accordance with published airworthiness standards and shall provide spare parts and tools for the purpose. 4.3 The Operator shall ensure that current certificate of airworthiness (issued by DGCA or any other authority governing the helicopters) in respect of the helicopter is obtained and held at all times during the term of the Agreement 4.4 The Operator shall be allowed to ground the helicopter for maintenance @ 4 days per month during the term of the Agreement in accordance with emerging contingencies. Accumulation of Aircraft on Ground

(AOG) shall be allowed upto 10 days. However, the helicopter shall not be physically grounded by the Operator for more than 4 days at a stretch at one time & such long groundings shall not exceed two times during the term of the entire Agreement. A penalty of Rs 25,000/- (Rupees twenty five thousand) per day will be imposed if grounding is more than 4 (four) days at a stretch during the month. Grounding of more than 10 (ten) days at a stretch without a replacement shall be construed as breach of contract and shall be liable for termination of contract. 4.5 The Operator shall give notice to the Government of Meghalaya of any scheduled maintenance to be carried out on the helicopter at least 7 days in advance. The helicopter shall be considered operational if it is available within two hours of the scheduled time of the programme for a sortie. Programme for the day for subsequent sorties for the helicopter shall be adjusted accordingly consequent to a delayed sortie. 4.6 If the

helicopter is not available cumulatively for more than two hours and upto six hours except waiting for weather clearance in an operational day, it shall be deemed to be grounded for half a day and if it is not available for more than six hours in an operational day, it shall be deemed to be grounded for the full day. A penalty of Rs 25,000/(Rupees twenty five thousand) per day will be imposed if such grounding is more than 2 (two) days during the month and shall be deducted from the running bills of the Operator. Cumulative grounding of more than 10 Page 18 of 53 (ten) days in a month shall be construed as breach of contract and shall be liable for termination of contract. 4.7 A back up Helicopter of similar type shall be available as standby for contingency situation, incase the contracted Helicopter takes more days on maintenance beyond the permissible limit in the contract. 4.8 Notwithstanding anything stated herein, at least one hour would be allowed between the sorties from

the main base to the helicopter for maintenance and at least three hours would be allowed on return after overnight halt away from the main base. However, for computation of total delay during a day, the time mentioned herein and the delay due to weather constraints shall be excluded. 4.9 If a helicopter is grounded for more than 4 consecutive operational days as allowed as per provisions of this Contract, the Operator shall on demand from the Government of Meghalaya, replace at Operator’s own expense, the helicopter with an identical helicopter acceptable to the Government of Meghalaya within 2 days of such demand, failing which a penalty of Rs. 25,000/- (Rupees twenty five thousand) per day will be imposed and shall be deducted from the running Bills of the Operator. 4.10 The Operator shall notify to all concerned authorities / stakeholders, including Government of Meghalaya, immediately when a helicopter is grounded or when it is again fully operational and shall keep complete

and accurate records of all groundings which the Government of Meghalaya at its discretion may inspect at any reasonable time. Page 19 of 53 5. DGCA REGULATIONS RELATED 5.1 The helicopters and crew so offered by the Bidder / Operator must meet all the requirements laid down in the latest guidelines and circulars issued by the Directorate General of Civil Aviation (DGCA) from time to time. 5.2 This, inter alia, includes the following or its latest revisions: (i) (ii) (iii) (iv) (v) (vi) (vii) Air Safety Circular 02 of 2014 dated 24th March, 2014 and revised dated 10th April, 2018 related to “Operation of small aircraft/helicopters – Adherence to Safety Guidelines” accessible at http://dgca.nicin/circular/ASC02 2014R1pdf Civil Aviation Requirements Section 5 – Air Safety Series F Part III Issue III dated 4th August, 2015 regarding “Procedure for medical examination of aircraft personnel for alcohol consumption” and accessible at http://dgca.nicin/cars/D5f-f3pdf Civil

Aviation Requirements Section 8 – Aircraft Operation Series ‘A’ Part I Issue I dated 24th September 2015 regarding “Minimum Flight Crew Requirements” and accessible at http://dgca.nicin/cars/D8AA1pdf Civil Aviation Requirements Section 8 –Operation Series ‘O’ Part V Issue II dated 28th March 2017 and revised effective 31st October 2018 regarding “Operation of General Aviation Helicopters” and accessible at http://dgca.nicin/cars/D8O-O5pdf Air Safety Circular no. 2 of 1981 related to “Use of privately owned / State Government aircraft for carriage of Chief Ministers and other high dignitaries” and accessible at http://dgca.nicin/circular/asc2 1981pdf Civil Aviation Requirement Section 5 Air Safety Series ‘X’ Part II related to (vii) Civil Aviation Requirement Section 3 Air Transport Series ‘C’ Part X related to “Use of Privately/State Government owned aircraft/helicopters for carriage of State/Central Ministers, SPG protectees and other high

dignitaries” and accessible at http://dgca.nicin/Misc/draft%20cars/draftcarAV15011-2-2006-ASpdf Civil Aviation Requirement Section 3 Air Transport Series ‘C’ Part X related to “Minimum Requirements for Undertaking Aircraft Operations with Aircraft owned by State Governments / PSUs of Central/ State Governments” and accessible at http://www.dgcanicin/misc/draft%20cars/D3C-C10(draft)pdf 5.3 In addition compliance of Civil Aviation Requirements (CAR) Section 8 Series A Part I is also mandatory. (Extracts placed in this RFP for Page 20 of 53 reference). Further, the “Operation of General Aviation Helicopters” revised requirements issued by DGCA dated 31st October, 2018 needs to be considered, which is accessible at http://dgca.nicin/cars/D8O-O5pdf 5.4 Extracts of Air Safety Circular 02/1981 The below-mentioned extracts are for reference only and not exhaustive. Compliance to all the latest circulars and directions as issued by DGCA from time to time is mandatory for

the Bidder / Helicopter Operator. 3.2 When the operation is by Helicopter: 3.21 The Pilot-in-Command should be in possession of a current commercial Helicopter Pilot’s License. 3.22 The Pilot should have a minimum of 500 hrs experience as Pilot-in-Command on Helicopters including 10 hrs. of night flying and not less than 75 hrs as Pilot-inCommand on type of Helicopter to be flown” 5.5 Air Safety Circular 02/2014 “2.11 All pilots of non-scheduled/private aircraft/helicopter operators shall ensure that their licenses and ratings are current and are certified to carry out such operations. 2.15 Crew composition shall be in accordance with the provisions of Civil Aviation Requirements (CAR) Section 8, Series A, Part I; Air Safety Circular 2 of 1981 and Ministry of Home Affairs (MHA) guidelines.” 5.6 CAR Section 8 Series A Part I “3 MINIMUM FLIGHT CREW REQUIREMENTS: The following requirements in this regard should be complied with by all the operators covered under para 2 of this

Civil Aviation Requirements (CAR). i) The number of flight crew members operating any flight, shall not be less than that specified in the approved aircraft Flight Manual or Operations Manual or Certificate of Airworthiness. ii) All aircraft engaged in carriage of VVIP/VIP should be flown by at least two pilots. C) In addition to the above it is Mandatory to have Breath Analysis (BA) Test prior to every flight with VIP on board. While the GOM will make efforts to have a Page 21 of 53 suitable Medical practitioner available for the same, it does not divest the Service Provider from providing medical practitioner for the BA test. 5.7 According to the rules issued by the DGCA, if any personnel is tested positive for alcohol for the first time, or refuses to undergo the test, or attempts to evade it by leaving the airport premises, then he or she must be kept "off duty and their license/approval shall be suspended for a period of three months". The rule states that "in

case of second violation of the provisions, the license/approval issued by the DGCA of the concerned personnel shall be suspended for a period of one year". Page 22 of 53 6. INDICATIVE ROLE OF GOVERNMENT OF MEGHALAYA 6.1 Provision of services at all locations: (i) (ii) (iii) The Government of Meghalaya shall provide for ticketing, passengers weighing and check-in and security arrangements at all locations. At places where facilities are not available through Airports Authority of India (AAI), the Government of Meghalaya shall arrange security for the helipad and the helicopter. For the operations, where required the Government of Meghalaya (GoM) shall provide suitable helipads with necessary equipment and facilities like fire fighting, adequate communication, wind direction indicators, security and other facilities required for the operations of the helicopter to / from helipads wherever the said facilities are not available through AAI / any other operator. The GoM will

make all efforts to make the flying Programme of VIP’s available to the Operator at least 24 hours in advance. In case of any issue with Flight Duty Time Limitations (FDTL) the Service Provider shall promptly inform the GoM and the Director General of Civil Aviation immediately to arrive at a workable solution within the regulatory framework. Page 23 of 53 7. PAYMENT TERMS 7.1 Under non-plan scheme of the Ministry of Home Affairs, Government of India, a current subsidy limited to 75% of operational cost after adjusting recovery from passengers is applicable. 7.2 The Operator shall submit the invoice amounting to 75% of the operational cost to the Ministry of Home Affairs (MHA), Government of India. This invoice should be channeled through the Transport Department, Government of Meghalaya, for prior verification before forwarding to MHA. 7.3 The remaining invoice amounting to 25% of the operational cost shall be submitted to the Transport Department, Government of Meghalaya. 7.4

The frequency of submission of invoices may be as decided by the MHA / Government of Meghalaya. Page 24 of 53 ANNEXURES Annexure-1: Pre-Qualification Letter format Date: --/--/2019 To Commissioner of Transport, Government of Meghalaya, Saw Lad, Law U-Sib Shillong-793021 Sub: Response to the Request for Proposal no. Dear Sir, dated . Having examined the Bid Document (and the clarification/corrigendum issued thereafter, if any), the receipt of which is hereby duly acknowledged, we, the undersigned, offer to provide the professional services as required and outlined in the Bid Documents. We attach hereto our technical & financial proposals as required by the Bid Document. We confirm that the information contained in these responses or any part thereof, including the exhibits, and other documents and instruments delivered or to be delivered to the GOM, is true, accurate, verifiable and complete. This response includes all information necessary to ensure that the statements

therein do not in whole or in part mislead the department in its short-listing process. We fully understand and agree to comply that on verification, if any of the information provided here is found to be misleading the selection, process, we are liable to be dismissed from the selection process or termination of the contract during the project, if selected to do so. We agree for unconditional acceptance of all the terms and conditions set out in the Bid Document (& subsequent clarification/corrigendum, if any) and also agree to abide by this tender response for a period of 180 days from the date fixed for bid opening. We hereby declare that in case the contract is awarded to us, we shall submit the contract performance guarantee bond in the form prescribed the Bid Document. We agree that you are not bound to accept any tender response you may receive. We also agree that you reserve the right in absolute sense to reject all or any of the products / services specified in the

tender response. Page 25 of 53 It is hereby confirmed that I/We are entitled to act on behalf of our company/corporation/firm/organization and empowered to sign this document as well as such other documents, which may be required in this connection. Signature of Authorized Signatory (with official seal) Name: Designation : Address : Telephone: E-mail address: Page 26 of 53 Annexure-2: Pre-Qualification Check-list for the documents to be submitted Sr Documents to be submitted 1 2 3 4 Copy of Certificate of Incorporation Earnest Money Deposit (EMD) Technical Bid Covering Letter Particulars of the Bidders (as per format mentioned in this RFP) Contact details of authorized representatives of the Bidder (as per format mentioned on this RFP) Copy of the Audited Balance sheet for FY 2017-18 & FY 2018-19 Copy of the Audited Profit & Loss statements FY 2017-18 & FY 2018-19 Details in the project in the relevant format given, towards proof of projects executed.

Self-Declaration letter as per format mentioned in this RFP Certified copies of valid PAN card of the Operator and not of any individual. Copy of the GSTN / Service Tax Registration certificate Copy of the GST / IT return filed for the FY 201718 & FY 2018-19 5 6 7 8 9 10 11 12 Page 27 of 53 Page number in Bid Submitted document (Y / N) (to be filled by Bidder) Annexure-3: Pre-Qualification Format for Bidder’s Particulars Sr 1 2 3 4 5 6 7 8 9 Description Name of the Bidder Official address Phone no. and Email id Corporate Headquarters Address Corporate Phone no. and Email id Website Details of Bidder’s Registration (Please enclose copy of the registration document) Name of Registering Authority Registration Number and Year of Registration Details (to be filled by Page number in the responder to Bid Bid document (to Document) be filled by Bidder) Contact Details of officials (at least two) for future correspondence regarding the bid process: Details Name Title

Company address Phone Mobile Email Authorized signatory Page 28 of 53 Secondary contact Annexure-4: Pre-Qualification - Self-Declaration by Bidder (To be submitted on the Letterhead of the responding firm) Date: dd/mm/2019 To Commissioner of Transport Government of Meghalaya, Shillong, Meghalaya Sub: Self-Declaration for not being declared / black-listed, having no pending criminal case against us and bidding for GOM. Dear Sir, I/We, the undersigned, herewith declare that on the date of submission of the bid, 1. My/ our company/ society (name of the organization) has not been debarred / black-listed by Central / any State Government department/ Public Sector Undertaking/ Bilateral/ Multilateral Funding agencies of breach of ethical conduct or fraudulent practices. 2. We hereby declare that we conform to all the latest requirements and directions as issued by Directorate General of Civil Aviation (DGCA) from time to time for commercial Helicopter operations. 3. If our company

is selected as the Helicopter Operator for Government of Meghalaya, we agree to comply with the Scope of Work as stated in this RFP, failing which it may be considered to be a breach of Contract as per provisions of this RFP and subsequent Contract. 4. My/ Our company/society (name of the organization) has no criminal case pending against in any of the court of this country. 5. The manpower proposed/ deployed by M/s against tender (Tender ref no) has no criminal case against them and they are not undergoing any kind of trial / detention and are free from any matter being subjudice. We have made adequate enquiries about the character and antecedents of the manpower and are fully satisfied with the enquiry result. If in future any deployed manpower is found to have any kind of criminal background before or on the date of deployment, we shall be held responsible. 6. In the preceding 10 (ten) years, the Board of Director’s and Bidder’s

(Operator’s) Security Clearance has not been rejected. 7. We indemnify the Government of Meghalaya against all claims, losses, costs, damages, expenses, action suits and other proceeding, resulting due to our carelessness in this regard. 8. We understand that any false declarations made are liable to be prosecuted under provisions of the law. Thanking you, Yours faithfully, ---------------------------------Signature of Authorized Signatory (with official seal) Name : Designation : Address : Telephone: Page 29 of 53 Email: Annexure-5: Compliance Statement for Eligibility Criteria Sl. As Page no. per where Complied supporting Eligibili Criteria (Yes/ No) document ty (refer Section is enclosed 2.20) in the bid (a) The Bidder as a Company must be currently in the aviation business of air-operations under valid Non-Scheduled Operator’s Permit (NSOP) / Air Operator’s Permit (AOP) for the last five years from the last date of submission of the tender. Out of this at least two

years’ experience is necessary in providing charter / hiring services to Government/ Government Agencies. (b) The Bidder should have experience of providing ticketed passenger services for at least two years. (c) The age of the Helicopters offered must be as permitted by DGCA. (Documentary proof of age of the Helicopter to be furnished in technical bid). (d) All qualifications/ technical requirements of the Pilot and crew must be as per the requirements specified by DGCA including for VIP flying. (e) Copies of currently valid Certificate of Airworthiness (C of A), C of Registration (C of R), Weight Schedule, etc. issued by DGCA, BCAS and other competent authorities, for the operation of the helicopter service must be furnished along with the Technical Bid. (f) Operator’s Minimum fleet size should be 3 (Three) Helicopters (g) Operator’s (Bidder’s) Average Annual Turn Over from Aviation business of last 2 financial years must be Rs. 25 Crores or more (h) The Operator’s

(Bidder’s) and its Board of Directors Security Clearance should not have been rejected by the Ministry of Home Affairs in the preceding 10 (ten) years. Self declaration should be submitted to this effect. (i) The Pilots should be cleared to fly in hilly terrains as per provisions of the DGCA. Documentary evidence should be submitted. (j) A Certificate from the Statutory Auditor to the effect that the Bidder has requisite financial capacity to carry out the agreement work in Page 30 of 53 (k) (l) (m) (n) (o) (p) (q) (r) (s) (t) addition to their existing business and about the Average Annual Turn Over of last two financial years (2017-18 & 2018-19) etc. as specified in the tender must be enclosed in the Technical Bid. Should have at least 2 serviceable twin-engine helicopters in its fleet. Documentary evidence should be submitted. The helicopter offered should be on the registered NSOP of the bidder/operator on permanent basis. Should have experience of operating helicopters

for at least 5 years Should not be involved in any fatal accident in the past 03 years (self declaration to be attached) Should have it’s own maintenance facility Should have pilots qualified for flying VIPs as per DGCA norms with night flying capability PAN/ TAN certified copies of Bidder and not of individual GST registration number copy The Bidder (Operator) should submit a Solvency Certificate from a nationalized / scheduled bank Any other relevant document Page 31 of 53 Annexure-6: Technical Bid Quote Template for Non-Scheduled Operations Part-A : SINGLE ENGINE HELICOPTER Name of the Bidding company / Operator:. Name & Type of the SINGLE ENGINE Helicopter to be provided *Minimum Passenger seats and minimum carrying capacity (excluding Pilot/s) PART-B : TWIN ENGINE HELICOPTER Name & Type of the TWIN ENGINE Helicopter to be provided *Minimum Passenger seats and minimum carrying capacity (excluding Pilot/s) * Note: 1. The Bidder / Operator should provide Single and

Twin Engine Helicopters with minimum 5 (five) passenger seats (excluding crews) and minimum carrying Capacity of 80 kgs + 10 kgs baggage per passenger. 2. Bidder shall provide detailed specifications of the SINGLE and TWIN ENGINE Helicopter to be made available for operations as per this RFP. Supporting technical documents of the Helicopter manufacturer should be attached along with the Technical Bid with page numbering. Page 32 of 53 Annexure-7: Financial Bid Formats & Instructions Financial Proposal Cover letter Date: dd/mm/2019 To, Commissioner of Transport, Government of Meghalaya, Shillong, Meghalaya Sub: Request for Proposal for Selection of Helicopter Operator for hiring of Rotary wing Helicopters Ref: Tender No :<No> Dated<DD/MM/YYYY> Dear Sir, We, the undersigned Bidders, having read and examined in detail all the bidding documents in respect of RFP number . do hereby propose to provide services as specified in the Bid Document referred above. Attached

herewith are the price quotes 1. PRICE AND VALIDITY (a) All the prices mentioned in our Tender are in accordance with the terms as (b) specified in the Tender documents. All the prices and other terms and conditions of this tender are valid for the entire period of the contract. (c) The prices mentioned are exclusive of GST and inclusive of all other taxes and duties (d) We have studied the clause relating to taxations and hereby declare that if any additional tax / surcharges / etc, are applicable, we shall pay the same. 2. UNIT RATES We have indicated in the relevant schedules enclosed, the unit rates per hour and the monthly charges for the type of helicopter to be hired. 3. DEVIATIONS We declare that all the services shall be performed strictly in accordance with the Bid Documents and there are no deviations, irrespective of whatever has been stated to the contrary anywhere else in our bid. Further we agree that additional conditions, if any, found in our proposal documents,

shall not be given effect to. 4. QUALIFYING DATA We confirm having submitted the information as required by you in your RFP document. In case you require any other further information / documentary proof in this regard before evaluation of our Tender, we agree to furnish the same in time to your satisfaction. Page 33 of 53 5. BID PRICE We declare that our Bid Price is for the entire scope of the work as specified in the RFP Document. The bid price at which the contract is awarded shall hold good for entire tenure of the contract. These prices are indicated in the subsequent sub-sections of this section. 6. CONTRACT PERFORMANCE GUARANTEE BOND: We hereby declare that in case the contract is awarded to us, we shall forthwith sign the Contract and the Non-Disclosure Agreement, and we shall abide by the terms and conditions therein. We hereby declare that our Tender is made in good faith, without collusion or fraud and the information contained in our bid proposal is true and correct

to the best of our knowledge and belief. We understand that our Tender is binding on us and that you are not bound to accept a Tender you receive. We confirm that no Technical deviations are attached here with this commercial offer. Thanking you, Yours faithfully, Signature of Authorized Signatory (With official seal) Name : Designation : Date: Place: Business Address: Seal Page 34 of 53 Annexure-8: Financial Bid Quote Template for Non-Scheduled Operations Name of the Bidding Operator:. Name & Type of the TWIN ENGINE Helicopter to be provided A1 *Minimum Passenger seats and minimum carrying capacity (excluding Pilot/s) B1 Fixed Monthly Cost (FMC) in INR Cost per hour in INR C1 D1 Yearly (Y) Total Yearly Financial Bid Value for TWIN Engine Helicopter Name & Type of the *Minimum Passenger seats SINGLE ENGINE and minimum carrying Helicopter to be capacity (excluding Pilot/s) provided A2 B2 Yearly (Y) Total Yearly Financial Bid Value for SINGLE Engine Helicopter Y1 =

C1 * 12 Y2 = D1 * 320 T1 = Y1 + Y2 Fixed Monthly Cost (FMC) in INR C2 Cost per hour in INR D2 Y3 = C2 * 12 Y4 = D2* 400 T2= Y3 + Y4 Total Yearly Financial Bid Value for both TWIN and SINGLE Engine Helicopters: T = T1 + T2 Financial Evaluation Criteria: (i) The Bidder / Operator providing lowest quotation for T will be declared L1. (ii) In case of an eventuality wherein only Twin-engine Helicopter is required by the Government of Meghalaya, then the Bidder / Operator providing lowest quotations for T1 only will be declared L1. Note: *1. The Bidder/ Operator should provide Single and Twin Engine Helicopters with minimum 5 (five) passenger seats (excluding crews) and minimum carrying Capacity of 80 kgs + 10 kgs baggage per passenger. 2. The costs mentioned in the above table are exclusive of GST and inclusive of all other taxes and duties. 3. The Bidder who has qualified in the technical evaluation and who quotes the lowest Total Yearly Financial Bid Value (T) will be declared the

successful bidder. Page 35 of 53 Annexure-9: Draft Contract << On Non Judicial Stamp Paper>> 2019 at (office address) BETWEEN The Transport Department, Government of Meghalaya (GoM), (which term or expression, unless excluded by or repugnant to the subject or context, shall mean and include its successors-in office and assigns) represented by the Commissioner of Transport, Transport Department, Government of Meghalaya, of the First Part AND M/s , a company registered under the Companies Act, 1956 having its registered office at . and hereinafter referred to as the “Operator” (which term or expression, unless excluded by or repugnant to the subject or context, shall mean and include its successors) of the Second Part Each individually a “Party” hereto and collectively the “Parties” And whereas M/s. has submitted its proposal in response to the RFP number of the Government of Meghalaya; NOW, THEREFORE, in consideration of the

premises convents and promises contained herein and other good and valuable considerations, the receipt and adequacy of which is hereby acknowledged, the parties intending to be bound legally, IT IS HEREBY AGREED between the Parties as follows: 1 Definition, Interpretations and other Terms (a) Bid means the tender process conducted by the GOM and the technical and commercial proposals submitted by the successful bidder, along with the subsequent clarifications and undertakings, if any; (b) Confidential Information means all information including GOM Data (whether in written, oral, electronic or other format) which relates to the technical, financial, business affairs, customers, suppliers, products, developments, operations, processes, data, trade secrets, design rights, knowhow and personnel of each Party and its affiliates which is disclosed to or otherwise learned by the other Party in the course of or in connection with this Contract Agreement (CA) (including without limitations

such information received during negotiations, location visits and meetings in connection with this CA); (c) Customers means all citizens and business organizations and users who use the Department Services. (d) Deliverables means all the activities released to the date entry, providing data entry operators and any other infrastructure as defined in the Bid Documents & subsequently Corrigendum (if any), based on which the technical proposal & Commercial proposal was submitted by the Bidder and as required as per this CA; (e) Effective Date means the date on which this CA is executed; (f) CA means this Contract agreement, together with the recitals and all schedules and the contents, requirements, specifications and standards of the Page 36 of 53 Bid Document(as may be amended, supplemented or modified in accordance with the provisions hereof) and the Bid. In the event of a conflict between this CA and the Schedules, the terms of the CA shall prevail; with overriding effect;

(g) Proprietary Information means processes, methodologies and technical and business information including drawings, designs, formulae, flow charts, data and computer programs already owned / licensed by either Party or granted by third parties to a Party hereto prior / subsequent to the execution of this Agreement; (h) Required Consents means the written consents, clearances and licenses, rights and other authorizations as may be required to be obtained by the Bidder, for all tasks / activities/software and communication technology for this project; form all the concerned departments / agencies, etc. as the case may be (i) Bid Document means the Request for proposal released vide Bid Document number and include all the clarifications / addendums, explanations and amendments issued by the department in respect thereof; (j) Service Level Requirement(s) means the timelines and the quality levels to be adhered to by the Bidder for delivering various services under the contract; (k)

Services means the content and services delivered and to be delivered to the customers, to the GOM by the Bidder, and includes but not limited to the services specified in the Bid Document or as may be specified and incorporated in the subsequent Agreement/s under Contract Agreement. 2 Interpretations (a) Reference to any stature or statutory provision include a reference to that stature or statutory provision as from time to time amended, extended, reenacted or consolidated and to all statutory instruments made pursuant to it; (b) Words denoting the singular shall include the plural and vice-versa and words denoting persons shall include firms and corporations and vice versa; (c) Unless otherwise expressly stated, the words “herein”, “hereof”,” hereunder” and similar words refer to this CA as a whole and not to any particular Article, Schedule. The term Articles, refers to Articles of this CA The words “include” and “including” shall not be construed as terms of

limitation. The words “day” and “month” mean “Calendar day” and “Calendar month” unless otherwise stated. The words “writing” and “written” means “in documented form”, whether electronic or hard copy, unless otherwise stated; (d) The headings and use of bold type in this CA are for convenience only and shall not affect the interpretation of any provision of this CA; (e) The Schedules to this CA form an integral part of this CA and will be in full force and effect as though they were expressly set out in the body of this CA; (f) Reference at any time to any agreement, deed, instrument, license or document of any description shall be construed as reference to such agreement, dead, instrument, license or other document as the same may be amended, varied, supplemented, modified or suspended at the time of such reference; (g) Any word or expression used in this CA shall, unless defined or construed in this CA, bear its ordinary English language meaning; (h) The

damages payable by a Party to the other Party as set forth in this CA, whether on per diem basis or otherwise, are mutually agreed genuine prePage 37 of 53 estimated loss and liquidated damages likely to be suffered and incurred by the party entitled to receive the same and are not by way of penalties; (i) This CA shall operate as a legally binding agreement specified the master terms, which apply to the Parties under this agreement and to the provision of the services by the Bidder; (j) The documents forming this Agreement are to be taken as mutually explanatory of one another. The following order shall govern the priority of documents constituting this Agreement, in the event of a conflict between various documents, the documents shall have priority in the following order. (i) This Agreement; (ii) Scope of Services for the Bidder (iii) Detail Financial proposal of the Bidder accepted by the GOM (iv) Clarification & Corrigendum Documents published by the GOM subsequent to the

Bid Document for this work. (v) Bid Document of the GOM for this work. (vi) LOI issued by the GOM to the successful bidder. (vii) Successful bidder’s “Technical Proposal” and “Financial Proposal” in response to the Bid Document. 3 Term of the Contract (i) The engagement with the Operator shall initially be for a period of three years from the date of signing of the contract, and which may be extended on a mutually agreeable basis for upto five years with one year at a time depending on performance. In case of any non-performance/lack of performance, Government of Meghalaya reserves the right to cancel the contract with one (1) month’s notice without any further intimation. 4. Work Completion Timelines & Payment Terms A successful completion of flight as per flight programme will constitute Work Completion. Notes: (i) Payment will be made to the Bidder as applicable to be paid by the Government of Meghalaya, inclusive of all taxes as quoted in Financial Bid subject to

TDS. (ii) The Bidder will submit the Bills/Invoice as per the terms & conditions of the Bid Document and contract. (iii) If the Bidder is liable for any penalty/liquidated damages as per the SLA in the RFP / Contract the same shall be adjusted from the payments due to the Bidder. 5 Responsibility of selected bidder as selected Operator Page 38 of 53 Using this tender, the GOM is selecting an Operator, so as to engage Successful Bidder for providing rotary wing helicopter on hire. The successful bidder will be responsible for the manpower employed and deployed for the entire work scope of the inspection. 6 Security and safety (a) The Successful Bidder will comply with the directions issued from time to time by the DGCA and Bureau of Civil Aviation Security (BCAS) and other Government authorities from time to time, and the standards related to the security and safety of the State VIP’s in so far as it applies to the provision of the Services. (b) Successful Bidder shall

promptly report in writing to the GOM, any act or omission which they are aware that could have adverse effect on the proper conduct of flight resulting in a Violation of DGCA norms. 7 Indemnity The Successful Bidder agrees to indemnify and hold harmless the GOM, its officers, employees and agents (each a “Indemnified Party”) promptly upon demand at any time and from time to time, from and against any and all losses, claims, damages, liabilities, costs (including reasonable attorneys fees and disbursements) and expenses (collectively, “Losses”) to which the Indemnified Party may become subject, in so far as such losses directly arise out of, in any way relate to, or result from. (a) Any mis-statement or any breach of any representation or warranty made by the Successful Bidder or (b) The failure by the Successful Bidder to fulfill any covenant or condition contained in this Agreement, including without limitation the breach of any terms and conditions of this Agreement by any

employee or agent of the Successful Bidder. Against all losses or damages arising from claims by third Parties that any Deliverable (or the access, use or other right thereto), created by Successful Bidder pursuant to this Agreement. (c) Any compensation / claim or proceeding by any third party against the GOM arising out of any act, deed or omission by the Successful Bidder or (d) Claim filed by a workman or employee engaged by the Successful Bidder for carrying out work related to this Agreement. For the avoidance of doubt, Indemnification of Losses pursuant to this section shall be made in an amount or amounts sufficient to restore each of the Indemnified Party to the financial position it would have been in had the losses not occurred. Any payment made under this Agreement to an indemnity or claim for breach of any provision of this Agreement shall include applicable taxes. 8 Publicity Any publicity by the bidder in which the name of the GOM is to be used should be done with the

explicit written permission of the GOM. 9 Warranties (a) The Successful bidder warrants & represents to the GOM That: (i) It has full capacity and authority and all necessary regulatory approvals to Page 39 of 53 enter into and to perform its obligations under this Agreement; (ii) This Agreement is executed by a duly authorized representative of the Bidder; (iii) It shall discharge its obligations under this agreement with due skill, care and diligence so as to comply with the service level agreement. (b) In the case of the SLAs, the successful Bidder warrants and represents to GOM, that: (i) The successful Bidder has full capacity and authority and all necessary approvals to enter into and perform its obligations under the SLAs and to provide the services; (ii) The SLAs shall be executed by a duly authorized representative of the successful Bidder; (iii) The services will be provided and rendered by appropriately qualified, trained and experienced personnel as mentioned in the

Bid Documents; (iv) Successful Bidder has all necessary resources to enable it to provide the services; (v) The services will be supplied in conformance with all laws, enactments, orders and regulations applicable from time to time, to Indian registered helicopters; (vi) If the successful Bidder uses in the course of the provision of the services, components, equipment, software and hardware and software manufacturer by any third party and which are embedded in the Deliverables or are essential for the successful use of the Deliverables, it will pass through regulatory approvals of the DGCA, India. (c) Notwithstanding what has been stated elsewhere in this Arrangement and the schedules attached herein, in the event the successful Bidder is unable to meet the obligations, GOM will have the option to invoke the performance Guarantee after serving a written notice of thirty (30) days on the successful Bidder. 10. Force Majeure The successful Bidder shall not be liable for forfeiture of

its performance Guarantee, imposition of liquidated damages or termination for default, if and to the extent that it’s delay in performance or other failure to perform its obligations under the contract is the result of an event of Force Majeure. For purpose of this clause, “Force Majeure” means an event beyond the “reasonable” control of the successful Bidder, not involving the successful Bidder’s fault or negligence and not foreseeable. Such events may include Acts of God & Acts of Government of India in their sovereign capacity. For the successful Bidder to take benefit of this clause it is a condition precedent that the successful Bidder must promptly notify the GOM, in writing of such conditions and the clause thereof within 5 days of the Force Majeure event arising. GOM, or the consultant / committee appoint by the GOM shall study the submission of successful Bidder and inform whether the situation can be qualified one of the Force Measures. Unless otherwise

directed by GOM in writing, the successful Bidder shall continue to perform its obligations under the resultant Agreement as far as it is reasonably practical, and shall seek all reasonable alternative means for performance of services not prevented by the existence of a Force Majeure event. Page 40 of 53 In the event of delay on performance attributable to the presence of a Force Majeure event, the time for performance shall be extended by a period(s) equivalent to the duration of such delay. If the duration of delay continues beyond a period of 30 days, the GOM and the successful Bidder shall hold consultations with each other in an endeavor to find a solution to the problem. Notwithstanding anything to the contrary mentioned above, the decision of the GOM shall be final and binding on the successful bidder. 11 Resolution of Disputes GOM and the successful Bidder shall make every efforts to resolve amicably, by direct informal negotiation, any disagreement or dispute arising

between them under or in connection with the Agreement. If after 60 days from the commencement of such informal negotiations, the GOM and the successful Bidder are unable to resolve amicably such dispute, the matter will be referred to the Commissioner of Transport, Transport Department, Government of Meghalaya, and his /her opinion shall be taken as final and binding on the successful Bidder. 12 Risk Purchase Clause In the event successful Bidder fails to execute the project as stipulated in the CA, or as per the directions given by the GOM from time to time, the GOM reserves the right to procure similar services from the next eligible bidder or from alternate sources at the risk, cost and responsibility of the successful Bidder. Before taking such a decision, the GOM shall serve a notice period of 1 month to the successful Bidder. Successful Bidder’s liability in such case would not be higher than 50% of the contract value. 13 Limitation of Liability towards GOM The successful

Bidder liability under the resultant agreement shall be determined as per the law in force for the time being. The successful Bidder shall be liable to the GOM for loss or Damage occurred or caused or likely to occur on account of any act of omission on the part of the successful Bidder and its employees, including loss caused to GOM on account of defect in goods or deficiency in services on the part of successful Bidder or his agents or any person/persons claiming through or under said successful Bidder. However, such liability of successful Bidder shall not exceed the total value of the Agreement. 14 Conflict of Interest The successful Bidder shall disclose to GOM in writing, all actual and potential conflict of interest that exist, arise or may arise (either for the successful Bidder or its team) in the course of performing the services as soon as it becomes aware of such a conflict. Successful Bidder shall hold GOM’s interest paramount, without any consideration for future work,

and strictly avoid conflict of interest with other assignments. Page 41 of 53 15 Fraud and Corruption The GOM requires that successful Bidder must observe the highest standards of ethics during the execution of the contract. In pursuance of this policy, the GOM defines, for the purpose of this provision, the terms set forth as follows: (a) “Corrupt practice” means the offering, giving, receiving or soliciting of anything of value to influence the action of the GOM in the contract executions. (b) “Fraudulent practice” means a mis-presentation of facts, in order to influence a process or the execution of a contract, to the GOM, and includes collusive practice among bidders (prior to or after proposal submission) designed to establish proposal prices at artificial high or non-competitive levels and to deprive GOM of the benefits of free and open competition. (c) “Unfair trade practices” means supply of services different from what is ordered on, or change in the scope of

work which is given by the GOM. (d) “Coercive Practices” means harming or threatening in the execution of contract. If it is noticed that the successful Bidder has indulged into the corrupt/ Fraudulent/Unfair / Coercive practices, it will be a sufficient ground for the GOM for termination of the contract and initiate black-listing of the successful bidder. 16 Exit Management (a) Exit Management purpose This clause sets out the provisions, which will apply during Exit Management period. The parties shall ensure that their respective associated entities carry out their respective obligations set out in this Exit Management clause. The exit management period starts, in case of expiry of contract, at least 3 months prior to the date when the contract comes to an end or in case of termination of contract, on the date when the notice of termination is sent to the successful bidder, The exit management period ends on the date agreed upon by the GOM or Three months after the beginning of

the exit management period, whichever is earlier. (b) Right of Access to Information At any time during the exit management period, the successful bidder will be obliged to provide an access of information to the GOM and /or any replacing successful bidder in order to make an inventory of the Assets (Including hardware/ Software/ Active/ passive), documentations, manuals, catalogs, archive data, Live data, policy documents or any other material related to implementation of Enterprise E-mail for the GOM. (c) Exit Management Plan Successful Bidder shall provide the GOM with a recommended “Exit Management Plan” within 90 days of signing of the contract. 17 Termination of contract The GOM without prejudice to any other remedy under this contract and applicable law, reserves the right to terminate for breach of contract by providing a written notice of 30 days starting the reason for default to the Page 42 of 53 successful Bidder and as it deems fit, terminate the contract either

in whole or in part ; If the successful Bidder fails to provide aviation services as contracted and required by the GOM from time to time. If the successful Bidder fails to perform any other obligations(s) under the contract. Prior to providing a notice of termination to the successful Bidder, the GOM shall provide the successful Bidder with a written notice of 30 days instructing the successful Bidder to cure any breach/ default of the Contract, if the GOM is of the view that the breach may be rectified. On failure of the successful Bidder to rectify such breach within 30 days, the GOM, may terminate the contract by providing a written notice of 30 days to the successful Bidder, provided that such termination will not prejudice or affect any right of action or remedy which has accrued or will accrue thereafter to GOM. In such an event the successful Bidder shall be liable for forfeiture of Performance Guarantee Amount held with the Government of Meghalaya. In the event of termination

of this contact for any reason whatsoever, the GOM is entitled to impose any such obligation and conditions and issue any clarification as may be necessary to ensure an efficient transition and effective continuity of the services which the successful Bidder shall be obliged to comply with and take all available steps to minimize the loss resulting from that termination/ breach, and further allow and provide all such assistance to the GOM and / or succeeding successful bidder, as may be required to take over the obligations of the successful Bidder in relation to the execution/ continued execution of the requirements of this contract. 18 Service Level Agreement (SLA) (a) In the event the deployed helicopter is grounded or is not serviceable for more than 72 (seventy-two) hours or 3 days, after the 4 days of regular maintenance, a replacement shall be provided by the operator at no additional cost to the Government, failing which a penalty of Rs. 25,000/- (Rupees twenty five thousand)

per day will be imposed and shall be deducted from the running Bills of the Operator. (b) The Operator shall in order to carry out the helicopter operations safely and efficiently and to make the helicopter available to the Government of Meghalaya as required, properly maintain, repair, overhaul and service the helicopter in accordance with published airworthiness standards and shall provide spare parts and tools for the purpose. (c) The Operator shall ensure that current certificate of airworthiness (issued by DGCA or any other authority governing the helicopters) in respect of the helicopter is obtained and held at all times during the term of the Agreement (d) The Operator shall be allowed to ground the helicopter for maintenance @ 4 days per month during the term of the Agreement in accordance with emerging contingencies. Accumulation of Aircraft on Ground (AOG) shall be allowed upto Page 43 of 53 10 days. However, the helicopter shall not be physically grounded by the

Operator for more than 4 days at a stretch at one time & such long groundings shall not exceed two times during the term of the entire Agreement. A penalty of Rs. 25,000/- (Rupees twenty five thousand) per day will be imposed if grounding is more than 4 (four) days at a stretch during the month. Grounding of more than 10 (ten) days at a stretch without a replacement shall be construed as breach of contract and shall be liable for termination of contract. (e) The Operator shall give notice to the Government of Meghalaya of any scheduled maintenance to be carried out on the helicopter at least 7 days in advance. The helicopter shall be considered operational if it is available within two hours of the scheduled time of the programme for a sortie. Programme for the day for subsequent sorties for the helicopter shall be adjusted accordingly consequent to a delayed sortie. (f) If the helicopter is not available cumulatively for more than two hours and upto six hours except waiting for

weather clearance in an operational day, it shall be deemed to be grounded for half a day and if it is not available for more than six hours in an operational day, it shall be deemed to be grounded for the full day. A penalty of Rs 25,000/- (Rupees twenty five thousand) per day will be imposed if such grounding is more than 2 (two) days during the month and shall be deducted from the running bills of the Operator. Cumulative grounding of more than 10 (ten) days in a month shall be construed as breach of contract and shall be liable for termination of contract. (g) A back up Helicopter of similar type shall be available as standby for contingency situation, incase the contracted Helicopter takes more days on maintenance beyond the permissible limit in the contract. (h) Notwithstanding anything stated herein, at least one hour would be allowed between the sorties from the main base to the helicopter for maintenance and at least three hours would be allowed on return after overnight halt

away from the main base. However, for computation of total delay during a day, the time mentioned herein and the delay due to weather constraints shall be excluded. (i) If a helicopter is grounded for more than 4 consecutive operational days as allowed as per provisions of this Contract, the Operator shall on demand from the Government of Meghalaya, replace at Operator’s own expense, the helicopter with an identical helicopter acceptable to the Government of Meghalaya within 2 days of such demand, failing which a penalty of Rs. 25,000/- (Rupees twenty five thousand) per day will be imposed and shall be deducted from the running Bills of the Operator. (j) The Operator shall notify to all concerned authorities / stakeholders, including Government of Meghalaya, immediately when a helicopter is grounded or when it is again fully operational and shall keep complete and accurate Page 44 of 53 records of all groundings which the Government of Meghalaya at its discretion may inspect at

any reasonable time. 19. Operator’s Personnel The Government of Meghalaya’s authorized representative may by written notice, request the removal of any Operator’s personnel for any misconduct committed by them during the term of the Contract. Upon receipt of such notice the Operator shall hold an inquiry and if it is found that any employee has misconducted, shall remove and replace such person. The Operator’s personnel shall be the employee / representative of the Operator for all purposes and intents. 20. Miscellaneous (a) Confidentiality Except with the prior written permission of the GOM, the successful Bidder (including all partners) and its personnel shall not disclose such confidential information to any person or entity not expected to know such information by default of being associated with the project nor shall the successful Bidder and it’s personnel make public the recommendations formulated in the course of, or as a result of the inspection. In matters

pertaining to privacy of data, the successful Bidder (including all partners) shall not use any data for analytical/ commercial reasons whatsoever. To the extent that such disclosure is required for the purpose of this Agreement, either Party may disclose Confidential Information to: (i) Its employees, agents to any of its affiliates & their respective independent contractors or employees of DGCA, India. (ii) its professional advisors & auditors, who require access for the purposes of this Agreement, whom the relevant Party has informed of its obligations under this Article & in respect of whom the relevant Party has informed of its obligations under this Article has used commercially reasonable efforts to ensure that they are contractually obliged to keep such Confidential Information confidential on terms substantially the same as set forth in this Article. Either Party may also disclose confidential Information or any entity with the other Party’s prior written

consent. The provisions of this Article shall survive the expiration or any earlier termination of this Agreement. (b) Standards of Performance The successful Bidder shall provide the services and carry out their obligations under the Contract with due diligence, efficiency and professionalism/ethics in accordance with generally accepted professional standards and practices as laid down by DGCA, India. Page 45 of 53 (c) Independent Contractor Nothing in this Agreement shall be construed as establishing or implying any partnership or joint venture or employment relationship between the Parties to this Agreement. Except as expressly stated in this Agreement, nothing in the Agreements shall be deemed to constitute any Party as the agent of any other Party or authorizes either Party (i) to incur any expenses on behalf of the other Party, (ii) to enter into any engagement or make any representation or warranty on behalf of the other Party, (iii) to pledge the credit of or otherwise

bind or oblige the other Party’s prior written consent. (d) Waiver A waiver of any provision or breach of this Agreement must be in writing and signed by an authorized official of the Party executing the same. No such waiver shall be construed to affect or imply a subsequent or the same provision or subsequent breach of this Agreement. (e) Notices Any notice or other document, which may be given by either Party under this Agreement, shall be given in writing in person or by pre-paid recorded delivery post. In relation to a notice given under Agreement, any such notice or other document shall be addressed to the other Party’s principal or registered office address as set out below. Commissioner of Transport, Transport Department, Saw Lad, Law U-Sib, Government of Meghalaya Shillong-793001, Meghalaya Successful Bidder: ----------------------------------------------------Tel: -------------------Fax: -------------------- Any notice or other document shall be deemed to have been given

to the other Party when delivered (if delivered in person) if delivered between the hours of 9.45 am and 530 pm at the address of the other Party set forth above or on the next working day thereafter if delivered outside such hours, and 7 calendar days from the date of posting (if by letter). (f) Personnel/Employees (i) Management (Regional Head/VP level officer) of successful Bidder involved in the Charter operations should attend the review meeting along with Commissioner of Transport, GOM at least once in a month. Page 46 of 53 (ii) Each Party shall be responsible for the performance of all its obligations under this Agreement & shall be liable for the acts & omissions of its employees & agents in connection herewith. (g) Variations & Further Assurance (i) No amendment, variation or other change to this Agreement or the SLAs shall be valid unless made in writing & signed by the duly authorized representatives of the Parties to this Agreement. (ii) Each Party

to this Agreement or the SLAs agree to enter into or execute, without Limitation, whatever other agreement, document, consent & waiver & to do all other things which shall or may be reasonably required to complete & deliver the Obligations set out in the Agreement or the SLAs. (h) Severability & Waiver (i) If any provision of this Agreement or the SLAs, or any part thereof, shall be found by any court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable the illegality, invalidity or unenforceability of such provision or part provision shall not affect the other provisions of this Agreement or the SLAs or the remainder of the provisions in question which shall remain in full force & effect. The relevant Parties shall negotiate in good faith in order to agree to substitute for any illegal, invalid or unenforceable provision a valid & enforceable provision which achieves to the greatest extent possible the economic, legal &

commercial objectives of the illegal, invalid or unenforceable provision or part provision within 7 working days. (ii) No failure to exercise or enforce & no delay in exercising or enforcing on the part of either Party to this Agreement or the SLAs of any right, remedy or provision of this Agreement or the SLAs shall operate as a waiver of such right, remedy or provision in any future application nor shall any single or partial exercise or enforcement of any right, remedy or provision preclude any other or further exercise or enforcement of any other right, remedy or provision. (i) Survivability The termination or expiry of this Agreement or the SLAs for any reason shall not affect or prejudice any terms of this Agreement, or the rights of the Parties under them which are either expressly of by implication intended to come into effect or continue in effect after such expiry or termination. 20. Indemnity (i) (ii) The Operator shall indemnify and hold harmless the GoM from and

against all claims, costs, demands, actions, including legal fees and costs, howsoever, arising out of the use of helicopter (including damage or loss of helicopter and air carrier’s third party liability) during the period of the Contract. The GoM shall indemnify and hold harmless the Operator, its employees, agents and representatives from all claims , costs, including legal fees and Page 47 of 53 (iii) costs, howsoever, arising out of the services to be performed by the helicopter during the period of the Contract. The Operator shall indemnify the GoM against all losses or damages and expenses arising from any claim for patent, infringement asserted against the Lessee based upon design, construction or use of the helicopter, equipment and materials furnished. 21. Insurance (i) The Operator shall maintain throughout the period of the Contract at its own expense full liability insurance / self insurance of the Helicopter. The Operator shall also maintain at its own expense

throughout the period of the Contract at its own expense full liability insurance / self insurance against war risk and hijacking and inform that insurance company’s particulars to the GoM. (ii) The Operator shall comply with all laws in respect of: a. Worker’s compensation and all laws in effect with reference to employing, safe guarding, insurance and protecting all labour employed or used by the Operator and shall insure and continue to insure against third party bodily injury liability or loss of life on each occurrence as per the statutory provisions. b. Third party legal liability insurance is to indemnify the GoM in respect of all sum which the Operator shall become legally liable to pay for bodily injury and property damage caused by an occurrence arising out of the ownership, maintenance or use of the helicopter. c. Passenger liability insurance liability is to indemnify in respect of all sums which shall become legally liable to pay for or for admitted liability of Rs

7,50,000/- on any passenger for bodily injury arising out of contract of carriage, custody, or contract of the Operator. The passenger admitted liability offered is against full legal discharge. d. Personal baggage liability insurance in respect of damage to or loss of any property caused whilst being carried by a helicopter or in the course of any of the operations of loading or unloading to the extant of Indian Rupees equivalent of US$ 1250. Each and every claim but not applicable to claim arising from an accident to the carrying craft or any war or related peril. e. Combined Single Limit (Bodily injury / property damage / baggage) as mentioned above is restricted to Rs 50,00,00,000/- (Rupees Fifty Crores) for any one occurrence. 22. Taxes and duties All taxes, duties, levies, fees, charges, costs, etc, including freight insurance, landing and parking charges at various locations as applicable (except service tax payable to Government of India) shall be borne by the Operator. Page

48 of 53 23. Termination (i) On expiry of term: The Contract shall be deemed to have been automatically terminated on the expiry of the period of Agreement, unless extended based on written mutual consent. (ii) On account of operational problems: If the Operator is not in a position to provide the helicopter contracted for, due to inordinate delay of supply of spare parts or repair or rotables and engines by the manufacturers /other approved suppliers of the Operator, the GoM will have right to terminate the Contract by giving 30 days of written notice to the Operator. (iii) Consequences of termination: Where the contract is terminated, either after expiry of its full term or prematurely, the respective rights and obligations of the Parties under the contract shall come to an end form the date of such termination. 24. Applicable Law The contract shall be governed by the laws and procedures prescribed by the Laws prevailing and in force in India, within the framework of applicable

legislation and enactment made from time to time concerning such commercial dealings/processing. All legal disputes are subject to the jurisdiction of Shillong courts only. Signed, sealed and delivered By Commissioner of Transport For and on behalf of Transport Department, Government of Meghalaya Signed, sealed and delivered By ---------------------------------- For and on behalf of the “Successful Bidder” -------------------------------------Witnesses: (1) (2) Attachments to the Agreement (i) Scope of Services for the successful Bidder (ii) Detail Financial proposal of the successful Bidder accepted by GOM (iii) Corrigendum Document, if any, published by the GOM subsequent to the Bid Document for this work (iv) Bid Document of the GOM for this work (v) LOI issued by the GOM to the successful Bidder (vi) The successful Bidder’s “Technical Proposal” and “Financial Proposal” submitted in response to the Bid Document Page 49 of 53 Annexure-10: Draft Non-Disclosure

Agreement (NDA) This Non-Disclosure Agreement (“NDA”) is made and entered into day of year(effective date) by and between the Commissioner of Transport, Transport Department, Government of Meghalaya, (“Department”) and (“Company”) Whereas, Department and Company have entered into an Agreement (“Agreement”) effective for ; and Whereas, each party desires to disclose to the other party certain information in oral or written form which is proprietary and confidential to the disclosing party, (“CONFIDENTIAL INFORMATION”). NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements contained herein, the parties agree as follows: 1. Definitions As used herein: (a) The term “Confidential Information” shall include, without limitation, all information and materials, furnished by either Party to the other in connection with citizen/users/persons/

customers data, products and / or services, including information transmitted in writing , orally, visually(e.g video terminal display) or on magnetic or optical media, and including all proprietary information, customer & prospect lists, trade secrets, trade names or proposed trade names, methods and procedures of operation, commercial or marketing plans, licensed document knowhow, ideas, concepts, designs, drawings, flow charts, diagrams, quality manuals, checklists, guidelines, processes, formulae, source code materials, specifications, programs, software packages, codes and other intellectual property relating to the disclosing party’s data, computer database, products and / or services. Results of any tests, sample surveys, analytics, data mining exercises or usage etc. carried out by the the receiving party in connection with the Department’s information including citizen / users/ persons/ customer personal or sensitive personal information as defined under any law for

the time being in force shall also be considered Confidential Information. (b) The term, “Department” shall include the officers, employees, agents, consultants, contractors and representatives of Company, including its applicable affiliates and subsidiary companies. (c) The term, “Company” shall include the directors, officers, employees, agents, consultants, contractors and representatives of Company, including its applicable affiliates and subsidiary companies. 2. Protection of Confidential Information With respect to any Confidential Information disclosed to it or to which it has access, Company affirms that it shall: Page 50 of 53 (a) Use the Confidential information as necessary only in connection with Project and in accordance with the terms and conditions contained herein; (b) Maintain the Confidential Information in strict confidence and take all reasonable steps to enforce the confidentiality obligations imposed hereunder, but in no event take less care with

the Confidential Information that the parties take to protect the confidentiality of its own proprietary and confidential information and that of its clients; (c) Not to make or retain copy of any tour programme of the State VIP’s for whom the Helicopter has been hired. Tour programmes developed by or originating from GoM except as necessary, under prior written intimation from Department, in connection with the Project, and ensure that any such copy is immediately returned to GOM even without express demand from Directorate to do so; (d) Not disclose or in any way assist or permit the disclosure of any Confidential Information to any other person or entity without the express written consent of the other party; and (e) Return to the other party, or destroy, at GoM’s discretion, any and all Confidential Information disclosed in a printed armor other permanent record, or in any other tangible form (including without limitation, all copies, notes, extracts, analyses, studies,

summaries, records and reproductions thereof) immediately upon the earlier to occur of (i) expiration or termination of either party’s engagement in the Project, or (ii) the request of the other party therefore. (f) Not to discuss with any member of public, media, press, any or any other person about the nature of arrangement entered between Department and company or the nature of services to be provided by the Company to the Department. 3. Onus Company shall have the burden of providing that any disclosure or use inconsistent with the terms and conditions hereof falls within any of the following exceptions. 4. Exceptions These restrictions as enumerated in this Agreement shall not apply to any Confidential Information: (a) Which is independently developed by Company or lawfully received from another source free of restrictions and without breach of this Agreement; or (b) After it has become generally available to the public without breach of this Agreement by Company; or (c) Which

at the time of disclosure to Company was known to such party free of restriction and evidenced by documentation in such part’s possession; or (d) Which department agrees in writing is free of such restrictions. Page 51 of 53 (e) Which is received from a third party not subject to the obligation of confidentiality with respect to such information; 5. Need to know Company shall restrict disclosure of such confidential Information to its employees and / or consultants with a need to know ( and advise such employees of the obligations assumed herein), shall use the Confidential Information to any affiliates, subsidiaries, associates and / or third party without prior written approval of the disclosing party. 6. Intellectual Property Rights Protection No license to a party, under any trademark, patent, copyright, design right , mask work protection right, or any other intellectual property right is either granted or implied by the conveying of Confidential Information to such party.

7. No Conflict The Parties represent and warrant that the performance of its obligations hereunder do not and shall not conflict with any other agreement or obligation of the respective parties to which they are a party or by which the respective parties are bound. 8. Authority The parties represent and warrant that they have all necessary authority and power to enter into this Agreement and perform their obligations hereunder. 9. Dispute Resolution If any difference or dispute arises between GOM and the Company in connection with the validity, interpretation, implementation or alleged breach of any provision of this Agreement, any such dispute shall be referred to Commissioner of Transport, Transport Department, Government of Meghalaya 10. Governing Law This agreement shall be interpreted in accordance with and governed by the substantive and procedural laws of India and the parties hereby consent to the exclusive jurisdiction of Courts and /or Forums situated at, Shillong,

Meghalaya, India only. 11. Entire Agreement This Agreement constitutes the entire understanding and agreement of the parties, and supersedes all previous or contemporaneous agreement or communications, both oral and written, representations and under standings among the parties with respect to the subject matter hereof. 12. Amendments No amendment, modification and / or discharge of the Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized officers or representatives. 13. Binding Agreement This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Page 52 of 53 14. Severability It is the intent of the parties that in case any or more of the provisions contained in this Agreement shall be held to be invalid or unenforceable in any respect, such provision shall be modified to the extent necessary to

render it, as modified, valid and enforceable under applicable laws, and such invalidity or unenforceability shall not affect the other provisions of this Agreement. 15. Waiver If either party should waive any breach of any provision of this Agreement, it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision hereof. 16. Survival Both parties agree that all of their obligations undertaken herein with respect to Confidential Information received pursuant to this Agreement shall survive till perpetuity even after any expiration or termination of this Agreement. 17. Non-solicitation During the term of this agreement and thereafter for a further period of two (2) years Company shall not solicit or attempt to solicit DOA employees and / or consultants, for the purpose of hiring / contract or to proceed to conduct operations/ business similar to the DOA with any employee and / or consultant of the DOA who has knowledge of the

Confidential Information, without the prior written consent of DOA. This section will survive irrespective of the fact whether there exists a commercial relationship between Company and Department. 18. Term Subject to aforesaid, this Agreement shall remain valid for a period of three years from the date of signing of the Agreement, and which may be extended on a mutually agreeable basis for upto five years with one year at a time depending on performance. IN WITNESS HEREOF, and intending to be legally bound, the parties have executed this Agreement to make it effective from the date and year first written above. For GOM, Name: Title: WITNESSES: 1. 2 For Operator / Company Name: Title: Page 53 of 53