which would assist BCAS, in its use of the Services, provided that Service Provider shall not be
obligated to share other client information or Confidential Information of S
ervice Provider not relevant
to this Agreement.
(c) The Service Provider shall perform the Services (a) in a good professional
manner commensurate
with professional industry and technical standards which are generally in effect for international projects
a
nd innovations pursuant thereon similar to those contemplated by this Agreement, (b) so as to comply
with the terms set out in this Agreement.
(d) No Party to this Agreement will at any time perform, or omit to perform, any act which they are
aware, at the
time of performance, will place the other Party in default under any insurance policy,
mortgage or lease, governing activities at any location provided by BCAS.
4.7 Approvals and Required Consents
(a) The Parties will cooperate reasonably to obtain, maintain and observe all
relevant and customary
regulatory and governmental licenses, clearances and applicable approvals (hereinafter the “Approvals”)
necessary for the Service Provider to provide the Services. Unless agreed upon otherwise between the
parties the costs of such Approvals shall be borne by the BCAS.
(b) Both parties will give each other all co-
operation and information reasonably required to meet their
respective obligations under this Agreement.
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4.8 Access to Service Provider or its Nominated Agencies to Project Location
(a) For so long as the Service Provider provides Services from the Project location on a non-
permanent
basis and to the extent necessary for the Service Provider to provide the Services and at no cost to the
Service Provider, BC
AS, shall, subject to compliance by the Service Provider with any safety and
security guidelines which may be notified by BCAS to the Service Provider in writing, provide the
Service Provider with:
(i) reasonable access, in the same manner granted to PROJE
CT employees, to PROJECT locations
twenty-four hours a day, seven days a week; and
(ii) Access to office equipment as mutually agreed and other related support services in such location
and at such other PROJECT location, if any, as may be reasonably neces
sary for the Service Provider to
perform its obligations hereunder.
(b) Locations and items shall be made available to the Service Provider on an
"as is, where is" basis by
BCAS. The Service Provider agrees to ensure that its employees, agents and contract
ors do not use the
location, services and items:
(i) for the transmission of any material which is defamatory, offensive or abusive or of an obscene or
menacing character; or
(ii) In a manner which constitutes a violation or infringement of the rights of a
ny person, firm or
company (including but not limited to rights of copyright or confidentiality).
5. MANAGEMENT PHASE
5.1 Governance
The review and management process of this Agreement shall cover all the
management aspects as set
out in the RFP.
5.2 Use of Services
(a) BCAS, or its nominated agencies will undertake and use the Services in accordance with the
instructions or procedures formulated by the Service Provider for such usage and mutually agreed by the
Parties from time to time.
(b) BCAS, or its no
minated agencies shall be responsible for the operation and use of the Deliverables
resulting from the Services provided by or on behalf of the Service Provider.
5.3 Changes
(a) In case BCAS desires any change in the scope of the Service Provider’s obligat
ions under this
Agreement and such change is likely to cause financial hardship to the Service Provider, the Service
Provider shall convey to BCAS the time schedule and cost of the proposed change. BCAS shall signify
either its approval or disapproval to S
ervice Provider within seven days of receipt of such estimation
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from the Service Provider. If BCAS does not accept the estimation, then the change request shall be
deemed to be cancelled and Service Provider shall be relieved from all obligations to perfor
m such
change.
(b) For avoidance of doubt, the parties expressly agree that
(i) Change Orders shall not be effective and binding unless agreed in writing and signed by both Service
Provider and BCAS
(ii) The payment of any additional cost agreed under a Change Orders
(iii) Change Orders shall cumulatively not exceed 25% of the total value of this Agreement
5.4 Security and Safety
(a) The Service Provider will comply with the directions issued from time to time by BCAS and the
standards related to the security and safety, in so far as it applies to the provision of the Services.
(b) The Service Provider shall also comply with Project’s information technology security standards and
policies in force from time to time at each location of which BCAS makes the S
ervice Provider aware in
writing in advance so far as the same apply to the provision of the Services.
(c) The Service Provider shall upon reasonable request by the Deputy Director
, BCAS or its nominee(s)
participate in regular meetings when safety and information technology security matters are reviewed.
(d) The Parties under this Agreement shall promptly report in writing to each other any act or omission
which they are aware that could have an adverse effect on the proper conduct of safety and informati
on
technology security at Project’s Facilities.
5.5 Co-operation
(a) Except as otherwise provided elsewhere in this Agreement, each Party ("Providing Party") to this
Agreement undertakes promptly to provide the other Party ("Receiving Party") with all such
information
and co-operation which the Receiving Party reasonably requests, provided that such information and co-
operation:
(i) is reasonably required by the Receiving Party in order for it to comply with its obligations under this
Agreement; and
(ii) is not Confidential Information; and
(iii) is capable of being provided by the Providing Party.
(b) Each Party agrees to co-operate with the contractors and sub-
contractors of the other Party as
reasonably requested in order to accomplish the purposes of this Agreement.
6. ACCEPTANCE TEST
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(a) The AUTOMATED ENTRY PERMIT SYSTEM shall be approved by BCAS after it has been
successfully tested and accepted by BCAS.
(b) The Service Provider shall create an Acceptance Testing Plan and Test Cases, which shall be
approved by BCAS and used for testing adherence to defined requirements.
(c) The Test Cases shall clearly identify the items that shall be termed as “Category-
A items”, which are
“show-stoppers” for the purpose of this agreement and which have to be successful
ly implemented. If
any Category-
A item has issues, acceptance shall not be provided by BCAS. For the sake of clarity,
“show-
stoppers” are defined as problems in the AUTOMATED ENTRY PERMIT SYSTEM which do
not allow users to view information, register, login
or navigate through the AUTOMATED ENTRY
PERMIT SYSTEM screens.
(d) The Service Provider shall request BCAS or the Designated Agency to undertake Acceptance
Testing in accordance with the agreed timetable and BCAS or the Designated Agency shall undertake
s
uch testing. On completion of the testing BCAS or the Designated Agency shall inform the Service
Provider of the results of such testing.
(e) On successful testing, the Acceptance Certificate shall be issued to the Service Provider which shall
not be unreasonably withheld or delayed.
(f) The Service Provider, prior to requesting Acceptance Test, shall provide BCAS or the Designated
Agency with:
(i) results of tests internally undertaken by the Service Provider to establish compliance with the
Acceptance Test document;
(ii) the test equipment required for Acceptance Test;
(g) The date of issuance of the Acceptance Certificate shall be the date of completion of Acceptance
Test procedure as per Acceptance Test Document.
(h) BCAS shall not withhold or delay the
issuance of Acceptance Certificate if the Supplies or Services
substantially meet the specifications or on account of any minor defects which have no material effect
on the functionality of the Supplies or Services. Provided that the issuance of the Accep
tance Certificate
will not absolve the Service Provider of its obligations, and the Service Provider shall remedy the minor
defects within reasonable time.
(i) In case the Acceptance Tests are delayed for reasons attributable to BCAS or the Designated Agen
cy,
the time available to the Service Provider for discharging its obligations will be extended by the period
of delay. Furthermore, where such delay or failure results in Service Provider incurring additional costs,
charges or expenses or correcting or re
working the relevant activity, the matter will be referred to
Project Core Team to determine the duration of delay and to determine reimbursement of costs charges
or expenses as necessary and reasonable,
(j) BCAS agrees that no system, application or service will be operationalised
by BCAS without
issuance of an Acceptance Certificate for that deliverable.
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7. FINANCIAL ISSUES
7.1. Subject to the satisfactory discharge of its obligations under this Agreement the Service Provider
shall be entitled to the paym
ent of implementation period charges, amount in Rs <to be added> and
support period charges, amount in Rs <to be added>, as hereinafter provided.
7.2. BCAS Project shall be implemented and maintained by the Service Provider as per the terms of this
contract. The Payment schedule G, would be as follows:
(a) The total value of this assignment shall be as detailed in the attached Payment Schedule and shall
always be subject to variations as mutually agreed between the Parties.
(b) The Service Provider shall be paid the quoted Implementation Charges in
three STAGES during the
implementation period of the contract.
(c) The Service Provider shall be paid FIXED QUARTERLY CHARGE every
quarter for the support
period of the contract, following completion and acceptance of the system by BCAS.
7.3. Subject to the issuance of an Acceptance Certificate for a deliverable and subject to successful
fulfilment of its other obligations under this Agreement, the Service Provider shall be entitled to
payment with immediate effect.
7.4. The Service Provider’s invoice to BCAS shall be inclusive of all costs, charges, taxes and duties,
excluding Service Tax which shall be paid separately by BCAS at the rate prevailing at the time of
invoice.
Period of Payments
7.5. The Service Provid
er shall be entitled to payments only for the term of this Agreement. No payment
shall be due to the Service Provider after the expiration or termination of this Agreement, unless agreed
upon otherwise between the parties.
No Other Payment
7.6. The Service
Provider shall be entitled to only the payments described hereinbefore and no other
payments.
Invoicing
7.7. The Service Provider shall raise an invoice as soon as may be after a payment accrues. The invoices
shall inter alia:
(a) Disclose the activity and the term for which payment is being claimed;
(b) Refer to the Certificate or Test Report (wherever applicable) which entitles the Service Provider to
such payment. In case payment for an activity, in relation to a Milestone, is being claimed for the firs
t
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time, the Service Provider shall enclose copy of Certificate or Test Report which entitles Service
Provider to payment.
(c) Indicate the:
(i) Gross amount payable;
(ii) Deduction towards liquidated damages if any;
(iii) Other deductions, if any; and
iv) Net amount payable.
7.8. All invoices will fall due for payment within thirty (30) working days of submission of the same to
BCAS..
8. BREACH , RECTIFICATION & TERMINATION
8.1. The Parties acknowledge that it would be difficult to determine the actual dama
ges that BCAS
would suffer if the Service Provider breaches its obligations under this Agreement. The Parties therefore
agree that liquidated damages in accordance with the provisions hereinafter are an estimate of the loss to
BCAS in case of breach by the Service Provider.
Explanation: Liquidated Damages will be calculated with reference to the payment due for the
Milestone or Service, in respect of which there has been a failure to meet the agreed milestone or
service.
8.2. If the Service Provider fails
to complete the STAGE 1 or STAGE 2 Acceptance Test within the time
specified by BCAS for reasons substantially attributable to the Service Provider, the liquidated damages
would be a sum equivalent to Rupees Fifty Thousand only for each week or part thereo
f of delay, until
actual delivery of performance.
8.3. The maximum liquidated damages for the delay in STAGE 2 or STAGE 3 shall not exceed 5% of
the payment due for that STAGE, beyond which, such delay shall constitute material breach of the terms
of this Agreement.
8.4. Penalties to be imposed on the service provider on any account as mentioned in the RFP shall be
adjusted against the payments to be released to the bidder. In case the same are not recoverable from the
payments to be released to bidder, pen
alty amount shall be adjusted from the Performance Bank
Guarantee submitted by the service provider.
8.5. During the Support period, any breach of the obligations of the Service Provider would constitute a
default. The Parties acknowledge that notwithstand
ing the provisions relating to liquidated damages, the
continual breach of obligations by the Service Provider shall constitute material breach of the terms of
this Agreement BCAS shall, without prejudice to other remedies, have the right to terminate this

Agreement.
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8.6. Termination: This Agreement shall be terminated by either party upon the
happening of all or any of
the following events–
(a) After expiry of the period of this agreement;
(b) Upon either Party being declared insolvent or bankrupt;
(c) Upo
n either Party committing a material breach or being in default of all or any of the terms,
conditions, covenants, under-
takings and stipulations of this Agreement. In case the material breach is
remediable, the aggrieved Party shall give notice in writing
of such default in observance or
performance of any of the terms or conditions of this Agreement, to the Party in default. If the Party in
default effectively remedies such breach or default within the period not being less that 30 (thirty) days
designated by such notice, then the Agreement shall remain in force.
8.7. It shall be material breach of this Agreement in case payments as hereinbefore provided are overdue
to the Service Provider for more than 2 (two) quarters continuously. Furthermore, in the e
vent either
party chooses to terminate this Agreement for material breach then BCAS would pay to the Service
Provider: The overdue payments till date of receipt of notice of termination;
8.8. Upon expiration or termination of this Agreement the Service Pr
ovider shall take action in
accordance with the Article 11 relating to Exit Management:
8.9. Upon the Service Provider complying with the obligations enumerated hereinabove BCAS shall
issue a certificate substantially in the form set forth in Schedule B an
d BCAS shall not unreasonably
withhold issuance of such certificate.
9. PROTECTION AND LIMITATIONS
9.1 Representations and Warranties
The Service Provider represents and warrants that:
(a) It is a company duly organized and validly existing under the laws
of India and has all requisite legal
power and authority and corporate authorizations to execute this Agreement and carry out the terms,
conditions and provisions hereof;
(b) It has in full force and effect all requisite clearances, approvals and permits n
ecessary to enter into
this Agreement and perform its obligations hereof;
(c) The Agreement and the transactions and obligations hereof do not contravene its constitutional
documents or any law, regulation or government directive and will not contravene a
ny provisions of, or
constitute a default under, any other Agreement or instrument to which it is a party or by which it or its
property may be bound or any of its obligations or undertakings by which it or any of its assets are
bound or cause a limitation on its powers or cause it to exceed its authorized powers;
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(d) It has signed this Agreement after having fully acquainted with the local conditions and factors
which would have any effect on the performance of this Agreement and obtained all information
that
may be necessary for the performance of this Agreement.
(e) There is no pending or threatened actions, suits or proceedings affecting the Service Provider before
a court, governmental agency, commission or arbitrator or administrative tribunal which a
ffects the
Service Provider's ability to perform its obligations under this Agreement; and nor the Service Provider
have immunity from the jurisdiction of a court or from legal process (whether through service of notice,
attachment prior to judgment, attachment in aid of execution or otherwise);
(f) All representations and warranties of the Service Provider set forth in the Agreement are true,
complete and correct in all respects;
(g) No information given by the Service Provider in relation to this Agreement,
project documents or
any document comprising security contains any material mis-
statement of fact or omits to state as fact
which would be materially adverse to the enforcement of the rights and remedies of BCAS or which
would be necessary to make any
statement, representation or warranty contained herein or therein true
and correct;
(h) In case of breach of warranty, without prejudice to other rights or remedies
available to BCAS,
BCAS shall also be entitled to obtain the re-performance of the Service.
BCAS represents and warrants
that:
(a) It has full legal right, power and authority to execute this Agreement and to
enter into and perform its
obligations under this Agreement.
(b) This Agreement has been duly authorized, executed and delivered by BCAS a
nd constitutes valid,
legal and binding obligation of BCAS.
(c) The execution and delivery of this Agreement with the Service Provider does not violate any
statutory judgment, order, decree, regulation, right, obligation or rule of any court, government au
thority
or arbitrator of competent jurisdiction applicable in relation to BCAS, its assets or its administration.
(d) That any data, information or other material provided by BCAS to the Service Provider will not
infringe any Intellectual Property Rights o
f any third party, and BCAS shall, at its cost, indemnify the
Service Provider against any such infringement claims brought against the Service Provider by any third
party, provided that the Service Provider gives prompt notice to BCAS of such claim and BC
AS
controls the defense thereof.
(e) BCAS further indemnifies the Service Provider against and undertakes to pay all costs, damages and
attorney fees, if any, finally awarded against the Service Provider in any action which is attributable to
such claim, a
nd it will reimburse the Service Provider with all costs reasonably incurred by the Service
Provider in connection with any such action.
9.2 Indemnity
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The Service Provider agrees, to defend and/or handle at its own cost and
expense any claim or action
bro
ught against the BCAS claiming infringement of any intellectual property rights, based on the use of
the deliverables / supplies furnished to BCAS pursuant to the terms of this Agreement. Service Provider
further agrees to indemnify BCAS against all direct
liabilities, losses, damages, costs and expenses
(including but not limited to reasonable legal fees, costs and disbursements) associated with any such
claim or action. PROVIDED HOWEVER (i) BCAS notifies Service Provider in writing within seven
days of th
e claim, (ii) Service Provider has sole control of the defense and all related settlement
negotiations, (iii) BCAS provides Service Provider with the assistance, information, and authority
reasonably necessary to perform the above, and (iv) the BCAS does n
ot make any statements,
admissions or public remarks with respect to the claim without obtaining the prior written consent of
Service Provider. Service Provider shall have no liability for any claim of infringement based on: (i) use
of a superseded or alte
red release of some or all of the deliverables including, but not limited to, BCAS’s
failure to use corrections, fixes, or enhancements made available by Service Provider; (ii) the
combination, operation, or use of some or all of the deliverables or any mo
dification thereof furnished
under this Agreement with information, software, specifications, instructions, data, or materials not
furnished by Service Provider if the infringement would have been avoided by not combining, operating,
or using the deliverables or the modification thereof;

(iii) some or all of the deliverables or the modification thereof, which is based on BCAS’s material, data
or design; (iv) any change, not made by Service Provider, to some or all of the deliverables or any
modification th
ereof or (v) use of the deliverables/ supplies otherwise than for the purposes authorized
hereunder If any of the deliverables is held or is believed by Service Provider to infringe, Service
Provider shall have the option, at its expense, to (i) modify the deliverables so as to make it non-
infringing, (ii) obtain for BCAS a license to continue using the deliverables, or (iii) terminate the license
for the infringing part of the deliverables and refund a pro rata portion of the fees paid for that portion of
deliverables. This clause provides for Service Provider’s entire liability and BCAS’s exclusive remedy
for claims of infringement of intellectual property rights related to the deliverables. Similarly BCAS
represents and warrants that all material or info
rmation provided by it to the Service Provider in
connection with or for the purposes of this Agreement are either owned by it or under proper license and
the use and possession thereof by Service Provider in connection with or for the purposes of this
Agr
eement will not infringe the rights of any third parties. BCAS will defend, indemnify and hold the
Service Provider harmless from and against all losses, damages or costs arising out of or resulting from
the following:
(i) any action by a third party again
st Service Provider that is based upon any claim that the possession
or use of any material supplied by BCAS in connection with the Services under this Agreement infringe
a patent, copyright or other proprietary right or violate a trade secret of such third party; and
(ii) BCAS will defend, indemnify and hold Service Provider harmless from and against all losses,
damages or costs arising out of or resulting from any action that is based upon any negligent act or
omission or willful misconduct of BCAS inclu
ding claims for death, personal injury or damage to any
property arising out of the use or possession or location of the BCAS, in connection with the services.
9.3 Limitation of Liability

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Notwithstanding anything contained in this Agreement:
(a) the total
liability of either party under the terms of this Agreement shall not exceed the contract
value; and in no event shall either party be liable to the other for any indirect, incidental, consequential,
special or exemplary damages, nor for any damages as to
lost profit, data, goodwill or business, nor for
any reliance or cover damages even it was advised about the possibility of the same.
(b) Neither Party shall be liable to the other for delay in discharging its obligations, to the extent that
such delay or
failure is attributable to the other Party. In case of such delay, the delayed Party shall be
entitled to an extension of time to perform its obligations and, unless otherwise agreed, the period of the
extension will be equal to the amount of delay.
9.4 Force Majeure

(a) Neither Party shall be responsible to the other for any delay or failure in performance of its
obligations due to any occurrence commonly known as Force Majeure which is beyond the control of
any of the Parties, including, but without li
mited to, fire, theft, flood, explosion, lightning, thundering,
acts of God or any Governmental body, public disorder, riots, embargoes, or strikes, acts of military
authority, epidemics, strikes, lockouts or other labour disputes, insurrections, civil com
motion, war,
enemy actions.
(b) If a Force Majeure arises, the Service Provider shall promptly notify BCAS in writing of such
condition and the cause thereof. Unless otherwise directed by BCAS, the Service Provider shall continue
to perform his obligation
s under the contract as far as is reasonably practical, and shall seek all
reasonable alternative means for performance not prevented by the Force Majeure event.
(c) The Service Provider shall be excused from performance of his obligations in whole or part
as long
as such causes, circumstances or events shall continue to prevent or delay such performance. Neither
party shall have any liability to the other party in respect of the termination of this contract as a result of
an Event of Force Majeure.
(d) How
ever, Service Provider shall be entitled to receive payments for all services rendered by it till the
effective date of termination of this Agreement.
9.5 Confidentiality
(a) The term “Confidential Information” for the purpose of this Article means any inf
ormation,
including information created by or for the other Party, whether written or oral (which is confirmed in
writing by disclosing party within 15 (fifteen) days of such oral disclosure) , which relates to internal
controls, computer or data processin
g programs, algorithms, electronic data processing applications,
routines, subroutines, techniques or systems, or information concerning the business or financial affairs
and methods of operation or proposed methods of operation, accounts, transactions, pr
oposed
transactions or security procedures of either Party or any of its Affiliates.

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(b) Each party shall keep confidential any Confidential Information with the same degree of care as it
would treat its own confidential information, which degree of care
in no case shall be less than
reasonable.
(c) Each party shall use the Confidential Information only for the purposes of this Agreement and not for
any other purposes.
(d) Each party shall cause all its employees or agents who have been given access to the
Confidential
Information on a need to know basis are bound by the confidentiality obligations of this Agreement.
(e) The obligations of confidentiality under this section shall survive termination or expiration of this
Agreement and for a period of 2 (two) years thereafter.
(f) Nothing in this Article shall prevent a Party from treating confidential information as non-
confidential, if such information is:
(i) in the possession of, or was known to receiving Party prior to its receipt, without an obligation
to
maintain its confidentiality;
(ii) becomes generally known to the public without violation of this agreement by the receiving Party;
(iii) obtained by receiving Party from a person
(i) who such Party does not know to have violated, or to have obtained
such information in violation of
any obligation to another person or the other Party with respect to such information, (ii) who does not
require such Party to refrain from disclosing such information and (iii) who has the right to disclose it,
without th
e obligation to keep such information confidential; (iv) independently developed by the
receiving Party without the use of confidential Information and without the participation of individuals
who have had access to confidential information; (v) is require
d to be disclosed by receiving Party under
the compulsion of law, or by order of any court or government or regulatory body to whose supervisory
authority the receiving party is subject.
10. INTELLECTUAL PROPERTY
The Intellectual Property Rights (IPR) in a
ll the deliverables and documentation developed solely and
exclusively for BCAS under this agreement shall vest in BCAS subject to corresponding payment made
by BCAS to Service Provider. BCAS shall have right to use the Deliverables during the term of thi
s
Agreement.
It is agreed between the parties that each party shall continue to retain all the
ownership, the rights title
and interests all its Pre Existing Intellectual Property
Rights, tools, technology and methodology used in execution of this Agreeme
nt and all new inventions,
ideas, developments conceived or developed by it or its consultants/ employees while providing services
hereunder. All the IPR in the Third Party Material / software used by the Service Provider in providing
services including th
ose forming part of or incorporated into the deliverables shall remain with the
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respective third party owners/Service Provider’s licensor and the BCAS shall have use rights in
accordance with the End User License Agreement or relevant third party agreement as applicable.
11. EXIT MANAGEMENT
11.1. Upon completion of the contract period or upon termination of the agreement for any reasons, the
Service Provider shall comply with the following:
(a) Notify to BCAS forthwith the particulars of all Project Assets;
(b) Deliver forthwith actual or constructive possession of the BCAS Project free and clear of all
Encumbrances and execute such deeds, writings and documents as may be required by the BCAS for
fully and effectively divesting the Service Provider of all of
the rights, title and interest of the Service
Provider in the BCAS Project and conveying the BCAS Project;
(c) Comply with the Divestment Requirements set out in Section 11.2 except in case if Termination of
this Agreement is due to BCAS Event of Default. In
case of Termination due to Force Majeure Event,
the Divestment Requirements shall be agreed between BCAS and the Service Provider; and
(d) Pay all transfer costs and stamp duty applicable on hand-back of project
assets except in case the
Project is be
ing transferred due to Default of BCAS, where BCAS shall be responsible for transfer costs
and stamp duty, if any. For clarification of doubt, transfer costs in this Clause relate to taxes and duties
applicable at transfer of BCAS Project, if any.
11.2. S
ubject to clause 11.1 of exit management above, upon completion of the contract period or upon
termination of the agreement, the Service Provider shall comply and conform to the following
Divestment Requirements in respect of the BCAS Project:
(a) All Project Assets including the Portal Application and documentation shall
have been renewed and
cured of all defects and deficiencies as necessary so that the BCAS Project is compliant with the
Specifications and Standards set forth in the RFP, Agreement and any
other amendments made during
the contract period;
(b) The Service Provider delivers relevant records and reports pertaining to the BCAS Project and its
design, engineering, operation, and maintenance including all operation and maintenance records and
manuals pertaining thereto and complete as on the Divestment Date;
(c) The Service Provider executes such deeds of conveyance, documents and
other writings as the BCAS
may reasonably require to convey, divest and assign all the rights, title and interest of
the Service
Provider in the BCAS Project free from all encumbrances absolutely and free of any charge or tax unto
the BCAS or its Nominee; and
(
d) The Service Provider complies with all other requirements as may be prescribed under Applicable
Laws to comp
lete the divestment and assignment of all the rights, title and interest of the Service
Provider in the BCAS Project free from all Encumbrances absolutely and free of any charge or tax to
BCAS or its nominee.
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11.3. Not earlier than 3 (three) quarters befor
e the expiry of the contract Period but not later than 30
(thirty) days before such expiry, or in the event of earlier Termination of the contract, immediately upon
but not later than 15 (fifteen) days from the date of Issue of Termination Notice, the Inde
pendent
Consultant as nominated by the BCAS shall verify, in the presence of a representative of the Service
Provider, compliance by the Service Provider with the Divestment Requirements set forth in Section 2 in
relation to the BCAS Project and, if requir
ed, cause appropriate tests to be carried out at the Service
Provider's cost for determining the compliance therewith. If either Party finds any shortcomings in the
Divestment Requirements, it shall notify the other of the same and the Service Provider sha
ll rectify the
same at its cost.
11.4. Upon the Service Provider conforming to all Divestment Requirements and handing over actual or
constructive possession of the BCAS Project to BCAS in this regard, BCAS shall issue a certificate
which will have the ef
fect of constituting evidence of divestment of all rights, title and lien in the BCAS
Project by the Service Provider and their vesting in BCAS Project pursuant hereto. BCAS shall not
unreasonably withhold issue of such certificate. The divestment of all r
ights, title and lien in the BCAS
Project shall be deemed to be complete on the date when all the Divestment Requirements have been
fulfilled or the Certificate has been issued, whichever is earlier, it being expressly agreed that any defect
or deficiency
in any Divestment Requirement shall not in any manner be construed or interpreted as
restricting the exercise of any rights by BCAS or its nominee on or in respect of the BCAS Project on
the footing as if all Divestment Requirements have been complied with by the Service Provider.
BCAS's Event(s) of Default
If the payment to the Operator is due for more than 2 quarters consecutively
-
If the termination occurs due to non payment by BCAS to the Service Provider for the two consecutive
quarters then the opera
tor would be paid those two quarters revenue. No operational charges would be
paid to the operator for all those quarters for which his services have not been used by BCAS. In the
event of such termination, BCAS will take over all technical items (without
any liability) necessary for
the proper and normal operation of the BCAS Project including but not limited to all Portal Application,
technical designs, technical & operational manuals related to the BCAS Project.
12. MISCELLANEOUS
12.1 Independent Contractor
(a) For the purposes of the Agreement each Party thereto shall be deemed to be an independent
contractor and not any other party's agent or employee. Nothing herein contained shall be construed as a
Joint venture, a partnership or an agency nor sha
ll any similar relationship be deemed to exist between
the Parties expect as specifically provided herein.

(b) Without prejudice to the generality of the foregoing, the Service Provider shall ensure compliance
with all laws relating to employment includin
g the payment of provident fund, employees’ state
insurance and other dues.
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(c) In case of default in compliance as aforesaid the Service Provider shall be
solely responsible for the
consequences and that neither BCAS nor its Affiliates shall in any way be
responsible or liable for such
default.
(d) The Service Provider indemnifies and promises to keep BCAS and its Affiliates indemnified against
any and all losses, claims, damages, costs and reasonable expenses (including, but not limited to
attorneys’ and
experts’ fees, costs of investigation and costs of settlement) which may or are likely to
result from the Service Provider’s default as aforesaid.
12.2 Trademarks, Publicity
Neither Party may use the trademarks of the other Party without the prior writte
n consent of the other
Party. Except as required by law or the rules and regulations of each stock exchange upon which the
securities of one of the Parties is listed, neither Party shall publish or permit to be published either alone
or in conjunction with
any other person any press release, information, article, photograph, illustration or
any other material of whatever kind relating to this Agreement or the business of the Parties without
prior reference to and approval in writing from the other Party, su
ch approval not to be unreasonably
withheld or delayed.
12.3 Notices
No notice, acceptance, approval, consent or claim under or in pursuance of this Agreement shall be valid
unless sent by registered mail or reputed courier to the under mentioned address
and received by the
other Party.
For BCAS:
Shri ________________

Designation ____________

Address _____________

For Service Provider:
Shri ________________

Designation ____________

Address _____________



12.4 Variations and Further Assurance

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(a) No amendment, variation or other change to this Agreement shall be valid
unless mutually agreed in
writing and signed by the duly authorized representatives of the Parties to this Agreement.
(b) Each Party to this Agreement agrees to enter into or execute,
without limitation, whatever other
agreement, document, consent and waiver and to do all other things which shall or may be reasonably
required to complete and deliver the obligations set out in this Agreement.
12.5 Severability
(a) The Parties hereto ag
ree that in the event of one or more of the articles or provisions hereof being
subsequently declared void or invalid for any reason the violability or invalidity or unenforceability of
such articles or provisions shall not affect the validity or enforceab
ility of other articles or provisions
which can be clearly separated or disjuncted.
(b) In case the provisions or articles declared void or invalid are material to the operation of the
Agreement, the Parties shall negotiate in good faith articles or provis
ions to replace the articles or
provisions declared void or invalid.
12.6 Non-Waiver
Any failure of any party hereto to enforce any of the provisions of this Agreement or to require at any
time performance by the other party of any of the provisions hereo
f during the term of this Agreement,
shall in no way affect the validity of this Agreement or any part hereof, or the right of either party
thereafter to enforce each and every such provision.
12.7 Compliance with Laws and Regulations
Each Party to this Ag
reement accepts that its individual conduct shall (to the extent applicable to it) at
all times comply with all applicable laws, rules and regulations. For the avoidance of doubt, the
obligations of the Parties to this Agreement are subject to their respe
ctive compliance with all
applicable laws and regulations.
12.8 Ethics
Service Provider represents, warrants and covenants that it has given no commitments, payments, gifts,
kickbacks, lavish or expensive entertainment, or other things of value to any empl
oyee or agent of
BCAS, or its nominated agencies in connection with this agreement and acknowledges that the giving of
any such payment, gifts, entertainment, or other things of value is strictly in
violation of BCAS’s
standard policies and may result in cancellation of this Agreement.
12.9 Headings and Schedules
(a) The headings for each Article in the Agreement have been inserted for convenience of reference
only, and are not intended to limit or expand the meaning of the language contained in the particu
lar
Article.
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(b) The Schedules to this Agreement form an integral part of this Agreement and will be interpreted in
consonance with the article or provision referring to the Schedule.
12.10 Entire Agreement
This Agreement, together with the Schedules const
itutes the entire agreement, and supersedes any
previous agreements or understandings between the parties relating to the subject matter of this
Agreement. Each party acknowledges that it has not relied on or been induced to enter into this
Agreement by a representation or warranty other than those expressly set out in this Agreement.
To the extent permitted by Applicable Law, a party is not liable to another party in contract or tort or in
any other way for a representation or warranty that is not set out in this Agreement.
12.11 Survivability
The termination or expiry of this Agreement 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 or by implication intended
to come into effect or continue in effect after such expiry or termination.
12.12 Assignability
(a) BCAS may assign this Agreement or any rights granted under this Agreement to any person under
intimation to the Service Provider.
(b) The Service Provider shall not assign this Agreement or any rights granted
under this Agreement
without the prior written consent of BCAS which consent shall not be unreasonably withheld or delayed.
(c) Subject to the aforesaid limitation on assignment, this Agreement shall be bindi
ng upon and inure to
the benefit of any successors in interest and assigns of the Parties hereto, who shall expressly assume in
writing the performance of all the terms and conditions of this Agreement to be performed by the Parties
hereto.
12.13 Publicity
The Service Provider shall not use the name of BCAS in any of its promotional and advertisement
materials without prior written approval of BCAS, which approval shall not be unreasonably withheld or
delayed by BCAS.
13.DISPUTES AND AMENDMENTS
13.1 GOVERNING LAW & DISPUTE SETTLEMENT
(a) This Agreement shall be construed, governed and implemented in accordance with the law
applicable in India.
(b) In case of any dispute or difference arising out of this Agreement on any issue, the same shall be
settled amic
ably by the Parties. In case the Parties are unable to settle the dispute within 30 (thirty) days,
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they shall refer the dispute to Arbitration under the provisions of Arbitration and Conciliation Act 1996
or any of its statutory modification or enactment t
hereof for the time being in force. Both the parties
shall appoint one arbitrator each and the arbitrators so appointed shall further appoint a third arbitrator.
The award shall be made either in concurrence or as majority award in the proportion of 2:1 am
ongst the
arbitrators.
(c) The place of such Arbitration shall be at Delhi.
(d) The language of the Arbitration proceedings and that of all documents and
communications between
the Parties shall be in English.
13.2 Amendment
The Parties acknowledge and agr
ee that amendments to this agreement shall be made through mutual
agreement between the parties in writing in accordance with the procedure this Agreement is executed
and signed.
BCAS and the Service Provider have caused this Agreement to be executed, in d
uplicate, by their
respective duly authorized officers on the date, month and year and at the place indicated below.





BCAS Service Provider
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Schedule A
LIST OF AIRPORTS
ALPHABETICAL LIST OF AIRPORTS / CIVIL ENCLAVES OWNED AND/ OR MAINTAINED BY
AIRPORTS AUTHORITY OF INDIA AS ON 20.2.2009
# NAME OF AIRPORT STATE OPERATOR AIRCRAFT OPERATING STATUS
1. AIZAWL (TURIAL) MIZORAM AAI - NONOPERATIONAL
2. ASANSOL WEST BENGAL AAI - NONOPERATIONAL
3. BANGALORE (CE) KARNATAKA HAL G.A. OPERATIONAL
4. BEHALA WEST BENGAL AAI G.A. NONOPERATIONAL
5. BILASPUR CHHATTISGARH AAI G.A. NONOPERATIONAL
6. CHAKULIA JHARKHAND AAI NONOPERATIONAL
7. DAPARIJO (CE) ARUNACHALPRADESHIAF/SG G.A. NONOPERATIONAL
8. DEESA (PALANPUR) GUJARAT AAI G.A. NONOPERATIONAL
9. DONAKONDA ANDHRAPRADESH AAI NONOPERATIONAL
10. GOA (CE) GOA NAVY DDC-10/B767 OPERATIONAL
11. GONDIA MAHARASHTRA AAI A-320/GA OPERATIONAL
12. GORAKHPUR (CE) UTTAR PRADESH IAF B-737/CRJ OPERATIONAL
13. HADAPSAR DGCA MAHARASHTRA AAI NONOPERATIONAL
GLIDEROME
14. HASSAN KARNATAKA AAI NONOPERATIOAL
15. HYDERABAD ANDHRAPRADESH AAI G.A. OPERATIONAL
(BEGUMPET)
16. JHANSI UTTAR PRADESH AAI G.A. NONOPERATIONAL
17. JHARSUGUDA ORISSA AAI - NONOPERATIONAL
18. JOGBANI BIHAR AAI NONOPERATIONAL
19. JUHU MAHARASHTRA AAI GA NONOPERATIONAL
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20. KANPUR (CIVIL) UTTAR PRADESH AAI G.A. OPERATIONAL
21. KHANDWA MADHYAPRADESH AAI NONOPERATIONAL
22. KHOWAI TRIPURA AAI NONOPERATIONAL
23. LALITPUR UTTAR PRADESH AAI DO-228/GA NONOPERATIONAL
24. LUDHIANA PUNJAB AAI ATR-42/GA OPERATIONAL
25. MALDA WEST BENGAL AAI NONOPERATIONAL
26. MUZAFFARPUR BIHAR AAI G.A. NONOPERATIONAL
27. MYSORE KARNATAKA AAI G.A. NONOPERATIONAL
28. NADIRGUL ANDHRAPRADESH AAI D GCA GA FLYINGCLUB OPERATIONAL
29. PANNA MADHYAPRADESH AAI NONOPERATIONAL
30. PANTNAGAR UTTARANCHAL AAI DO-228/ GA OPERATIONAL
31. PASSIGHAT ARUNACHALPRADESHAAI NONOPERATIONAL
32. RAXAUL BIHAR AAI NONOPERATIONAL
33. RUPSI ASSAM AAI NONOPERATIONAL
34. SAFDARJUNG (DELHI) DELHI AAI G.A. OPERATIONAL
35. SATNA MADHYAPRADESH AAI NONOPERATIONAL
36. SHELLA ASSAM AAI NONOPERATIONAL
37. TURA MEGHALAYA SG GA OPERATIONAL
38. VELLORE TAMILNADU AAI G.A. NONOPERATIONAL
39. AGRA (CE) UTTAR PRADESH IAF B-737-800 OPERATIONAL
40. BHAVNAGAR GUJARAT AAI B-737-800 OPERATIONAL
41. BHOPAL MADHYAPRADESH AAI B-737-800 OPERATIONAL
42. BHUJ (CE) GUJARAT IAF B-737-800 OPERATIONAL
43. JODHPUR (CE) RAJASTHAN IAF B-737-800 OPERATIONAL
44. JORHAT (CE) ASSAM IAF B-737-800 OPERATIONAL
45. MANGALORE KARNATAKA AAI B-737-800 OPERATIONAL
46. PATHANKOT (CE) PUNJAB IAF B-737-800 OPERATIONAL
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47. KHAJURAHO MADHYAPRADESH AAI B-737-700 OPERATIONAL
48. VISHAKHAPATNAM (CE) ANDHRAPRADESH NAVY B-737-700 OPERATIONAL
49. BANGALORE(DEVANHALLI)KARNATAKA BIAL B-747-400 OPERATIONAL
50. CHENNAI TAMILNADU AAI B-747-400 OPERATIONAL
51. COCHIN (CIAL) INTERNATIONALKERALA CIAL PVTB-747-400 OPERATIONAL
52. DELHI (IGI) DELHI DIAL B-747-400 OPERATIONAL
53. HYDERABAD(SHAMSABAD)ANDHRA PRADESH HIAL B-747-400 OPERATIONAL
54. KOLKATA (NSCI) WEST BENGAL AAI B-747-400 OPERATIONAL
55. MUMBAI MAHARASHTRA MIAL B-747-400 OPERATIONAL
56. NAGPUR MAHARASHTRA AAI B-747-400 OPERATIONAL
57. THIRUVANANTHAPURAM K E R A LA AAI B-747-400 OPERATIONAL
58. AIZAWL(LENGPUI) MIZORAM S.G. B-737-400 OPERATIONAL
59. JABALPUR MADHYAPRADESH AAI B-737-200 OPERATIONAL
60. SILCHAR (CE)(KUMBHIGRAM) ASSAM IAF B-737-200 OPERATIONAL
61. AMRITSAR PUNJAB AAI B-777 OPERATIONAL
62. AHMEDABAD (SVBPI) GUJARAT AAI B-747 OPERATIONAL
63. BIKANER NAL (CE) RAJASTHAN IAF B-737 NONOPERATIONAL
64. RAJKOT GUJARAT AAI B-737 OPERATIONAL
65. DEHRADUN UTTARANCHAL AAI B737-700 OPERATIONAL
66. DIU UNION TERRITORY SG ATR-72-500 OPERATIONAL
67. HUBLI KARNATAKA AAI ATR-72-500 OPERATIONAL
68. JAMSHEDPUR JHARKHAND PVT ATR-72-500 OPERATIONAL
69. KOLHAPUR MAHARASTRA AAI ATR-72-500 OPERATIONAL
(LEASED TOSG)
70. VIDYANAGAR KARNATAKA PVT ATR-72-500 OPERATIONAL
71. BELGAUM KARNATAKA AAI ATR-42-500 OPERATIONAL
72. KANPUR (CE) (CHAKERI) UTTAR PRADESH IAF ATR-42-500 OPERATIONAL
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73. KULLU (BHUNTAR) HIMACHALPRADESH AAI ATR-42-500 OPERATIONAL
74. TEZU (CE) ARUNACHALPRADSH IAF/SG ATR-42-500 NONOPERATIONAL
75. AGARTALA TRIPURA AAI A-320 OPERATIONAL
76. AURANGABAD MAHARASHTRA AAI A-320 OPERATIONAL
77. BAGDOGRA (CE) WEST BENGAL IAF A-320 OPERATIONAL
78. BHUBNESHWAR(B.P.AIRPORT)ORISSA AAI A-320 OPERATIONAL
79. CHANDIGARH (CE) UT IAF A-320 OPERATIONAL
80. COIMBATORE TAMILNADU AAI A-320 OPERATIONAL
81. DIBRUGARH(MOHANBARI)ASSAM AAI A-320 OPERATIONAL
82. DIMAPUR NAGALAND AAI A-320 OPERATIONAL
83. GAYA BIHAR AAI A-320 OPERATIONAL
84. GWALIOR (CE) MADHYAPRADESH IAF A-320 OPERATIONAL
85. IMPHAL MANIPUR AAI A-320 OPERATIONAL
86. INDORE MADHYAPRADESH AAI A-320 OPERATIONAL
87. JAISALMER (CE) RAJASTHAN IAF A-320 OPERATIONAL
88. JAMMU (CE) J & K IAF A-320 OPERATIONAL
89. JAMNAGAR (CE) GUJARAT IAF A-320 OPERATIONAL
90. LEH (CE) J & K IAF A-320 OPERATIONAL
91. NORTH LAKHIMPUR ASSAM AAI A-320 OPERATIONAL
92. MADURAI TAMILNADU AAI A-320 OPERATIONAL
93. PATNA BIHAR AAI A-320 OPERATIONAL
94. PORT BLAIR (CE) ANDMAN NICOBAR NAVY A-320 OPERATIONAL
95. PUNE (CE) MAHARASHTRA IAF A-320 OPERATIONAL
96. RAIPUR CHHATTISGARH AAI A-320 OPERATIONAL
97. RANCHI JHARKHAND AAI A-320 OPERATIONAL
98. SRI SATYA SAI ANDHRAPRADESH PVT. A-320 OPERATIONAL
PUTTAPARTHY
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99. TEZPUR (CE) ASSAM IAF A-320 OPERATIONAL
100. TIRUCHIRAPALLI TAMILNADU AAI A-320 OPERATIONAL
101. TIRUPATI ANDHRAPRADESH AAI A-320 OPERATIONAL
102. UDAIPUR RAJASTHAN AAI A-320 OPERATIONAL
103. VADODARA GUJARAT AAI A-320 OPERATIONAL
104. VARANASI UTTAR PRADESH AAI A-320 OPERATIONAL
105. LUCKNOW UTTAR PRADESH AAI A-310 OPERATIONAL
106. CALICUT KERALA AAI A-300 OPERATIONAL
107. GUWAHATI ASSAM AAI A-300 OPERATIONAL
(LGBI AIRPORT)
108. JAIPUR RAJASTHAN AAI A-300 OPERATIONAL
109. SRINAGAR (CE) J & K IAF A-300 OPERATIONAL
110. AGATTI LAKSHDWEEPISLAND AAI DO-228 OPERATIONAL
111. AKOLA MAHARASHTRA AAI DO-228 NONOPERATIONAL
112. ALONG (CE) ARUNACHALPRADESHS.G. DO-228 NONOPERATIONAL
113. BALURGHAT WEST BENGAL AAI DO-228 NONOPERATIONAL
114. COOCH BEHAR WEST BENGAL AAI DO-228 NONOPERATIONAL
115. CUDDAPAH ANDHRAPRADESH AAI DO-228 NONOPERATIONAL
116. KAILASHAHAR TRIPURA AAI DO-228 NONOPERATIONAL
117. KAMALPUR TRIPURA AAI DO-228 NONOPERATIONAL
118. KOTA RAJASTHAN AAI DO-228 GA OPERATIONAL
119. PONDICHERRY UNIONTERRITORY AAI DO-228 OPERATIONAL
120. SHIMLA HIMACHALPRADESH AAI DO-228 OPERATIONAL
121. WARANGAL ANDHRAPRADESH AAI DO-228 NONOPERATIONAL
122. ZERO (CE) ARUNACHALPRDSH IAFSG DO-228 NONOPERATIONAL
123. ALLAHABAD (CE) UTTAR PRADESH IAF CRJ-200 OPERATIONAL
124. PORBANDAR GUJARAT AAI ATR-72 OPERATIONAL
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125. SALEM TAMILNADU AAI ATR-72 NONOPERATIONAL
126. KANDLA GUJARAT AAI ATR-42 OPERATIONAL
127. KANGRA (GAGGAL) HIMACHALPRADESH AAI ATR-42 OPERATIONAL
128. KESHOD (JUNAGARH) GUJARAT AAI ATR-42 OPERATIONAL
129. RAJAMUNDRY ANDHRAPRADESH AAI ATR-42 OPERATIONAL
130. SHILLONG(UMROI) MEGHALAYA AAI ATR-42 OPERATIONAL
131. SHOLAPUR MAHARASTRA AAI ATR-42 OPEARTIONAL
(LEASED TOSG)
132. SURAT GUJARAT AAI ATR-42 OPERATIONAL
133. TUTICORIN TAMILNADU AAI ATR-42 OPERATIONAL
134. VIJAYAWADA ANDHRAPRADESH AAI ATR-42 OPERATIONAL
135. KARGIL JAMMU &KASHMIR SG AN-32 OPERATIONAL
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Schedule B

CERTIFICATE OF COMPLIANCE


To Whom It May Concern

This is to certify that M/s ………………..ha
ve satisfactorily performed their obligations in
accordance with the MSA and also they are discharged from all obligations under the
terms and conditions of the MSA, entered between M/s BCAS and M/s
…………………………...

This certificate is issued in accordance with Article __ of the above agreement.



Authorised Signatory

M/s BCAS


Date:

Place:
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Schedule C


BCAS RFP DOCUMENT (


<to be attached>
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Schedule D

BCAS RFP ADDENDUMS/CORRIGNEDUM


<to be attached>
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Schedule E

SERVICE PROVIDER’S RESPONSE TO THE RFP


<to be attached>
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Schedule F


WRITTEN COMMUNICATIONS BETWEEN BCAS & SERVICE PROVIDER

<to be attached>

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Schedule G
PAYMENT SCHEDULE
1. IMPLEMENTATION CHARGES:
Total Implementation Charge for implementation quoted by the Service Provider
<to be added>:

The Service Provider shall be paid the Implementation Period charges in three stages:
STAGE 1: Software Requirements Specifications (SRS) Acceptance by BCAS:
20% of the
Implementation Period charge, which is <to be quoted>, shall be paid.
STAGE 2: Acceptance by BCAS of PHASE 1 Automation Functionality:
40% of the quoted
Implementation Period charge shall be paid.
STAGE 3: Acceptance by BCAS of PHASE 2 Automation Functionality:
40% of the quoted
Implementation Period charge shall be paid.
2. SUPPORT CHARGES:
Total Quarterly Charge for support quoted by the Service Provider: Rupees <to
be added>
The payment to the Service Provider shall be subject to the following terms and conditions:
1) The Service Provider’s charge shall be inclusive of all costs, charges, t
axes and duties,
except Service Tax which shall be paid on actual by BCAS.
2) All payments to the Service Provider shall be in accordance with the terms and conditions of
this Agreement.
3) Penalty for delays caused by the Service Provider in the Implement
ation/ support Period
shall be adjusted accordingly.
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Schedule G
PROFORMA BANK GUARANTEE FOR CONTRACT PERFORMANCE

(To be stamped in accordance with Stamp Act)
(The non-judicial stamp paper should be in the name of issuing Bank)

Ref : __________________ Bank Guarantee No : ____________
Date : ____________
To
Bureau of Civil Aviation Security(BCAS)
A Wing, IInd Floor,
Janpath Bhawan,
New Delhi

Dear Sir,
In consideration of the Bureau of Civil Aviation Security(BCAS) (hereinafter
referred to as the Owner", which expression shall unless repugnant to the context or meaning
thereof include its successors, administrators and assigns) having awarded to M/s
_______________________ (hereinafter referred to as the 'Contractor', which expression shall
unless repugnant to the context of meaning thereof, include its successors, administrators
executors and assigns), a contract.
Bearing No. _____________ dated_____________ valued at _____________ for
_____________ and the contractor having (scope of contract)agreed to
provide a Contract
Performance of the entire Contract equivalent to ___________ (10 per cent) of the said value
of the Contract to the Owner. We at ___________ (hereinafter referred to as the 'BANK', which
expression shall, unless repugnant to the context
or meaning thereof, include the successors,
administrators, executors and assigns) do hereby guarantee and undertake to pay the Owner,
on demand any and all money payable by the Contractor to the extent of _____________ as
aforesaid at any time up to ____
_________ (day/month/year) without any demur, reservation,
contest, recourse or protest and/or without any reference to the Contractor. Any such demand
made by the owner the Bank shall be conclusive and binding notwithstanding any difference
between the o
wner and contractor or any dispute pending before any court, tribunal or any
authority.

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The Bank undertakes not to revoke this guarantee during its currency without previous consent
of the Owner and further agrees that the guarantee herein contained shall
continue to be
enforceable till the Owner discharges this guarantee. The Owner shall have the fullest liberty,
without affecting in any way the liability of the Bank under this guarantee, to postpone from
time to time the exercise of any powers vested in
then or of any right which they might have
against the Contractor, and to exercise the same at any time in any manner, and either to
enforce or to forebear to enforce any covenants, contained or implied, in the Contract between
the Owner and the Contractor
or any other course of or remedy or security available to the
Owner. The Bank shall not be released of its obligations under these presents by any exercise
by the Owner or by any other matters or thing whatsoever which under law would, but for this
provis
ion, have the affect of relieving the Bank. The Bank also agrees that the Owner at its
option shall be entitled to enforce this Guarantee against the Bank as a principal debtor, in the
first instance without proceeding against the Contractor and notwithsta
nding any security or
other guarantee that the Owner may have in relation to the Contractors liabilities.
The performance guarantee shall also govern the following guarantees a. The Hardware/
Software supplied under the contract shall be free from all defe
cts / bugs and upon written
notice from BCAS, the successful bidder shall fully remedy, free of expenses to BCAS, all such
defects / bug as developed under the normal use of the said hardware / software within the
period of guarantee/Warranty.
The performa
nce guarantee is intended to secure the performance of the entire system.
However, it is not to be construed as limiting the damages stipulated in any other clause of
tender Notwithstanding anything mentioned herein above our liability under this guarantee
is
restricted to Rs. _____________ and it shall remain in force upto and including
_____________ and shall be extended from time to time for such period (not exceeding one
year), as may be desired by M/s _____________ on whose behalf this guarantee has be
en
given.
WITNESS
Dated this _______ day of ___________ 2009 at ___________

Signature ___________ Signature ___________

Name ___________ (Bank's Rubber Stamp)

Official address ___________ Name ___________

Designation with Bank Stamp


Attorney as per Power of
Attorney No. ___________
Date ___________