Management Contract - June 20 2023

______________________________________________________________________________
OPERATIONS AND MANAGEMENT CONTRACT FOR

TECHNICAL TRAINING CENTER (TTC) KHARAN
__________________________________________________________________
EXECUTED AMONG
BALOCHISTAN PUBLIC PRIVATE PARTNERSHIP AUTHORITY (BPPPA),

PLANNING & DEVELOPMENT DEPARTMENT, GOVERNMENT OF BALOCHISTAN
AND
BALOCHISTAN TECHNICAL EDUCATION AND VOCATIONAL TRAINING

AUTHORITY (BTEVTA), GOVERNMENT OF BALOCHISTAN
AND
TAALEEM FOUNDATION
FOR AND ON BEHALF OF THE JOINT VENTURE BETWEEN
TAALEEM FOUNDATION
HUNAR FOUNDATION,
&
MANAGEMENT & DEVELOPMENT CENTRE (PRIVATE) LIMITED
DATED: MARCH 29, 2023

TABLE OF CONTENTS
1. DEFINITIONS AND INTERPRETATION ...............................................................................................................2
2. APPOINTMENT OF CONCESSIONAIRE .............................................................................................................12
3. CONDITIONS PRECEDENTS (CP) .....................................................................................................................12
4. GRANT OF CONTRACT AND O&M PERIOD ...................................................................................................15
5. APPOINTMENT OF INDEPENDENT AUDITOR, INDEPENDENT ENGINEER AND INDEPENDENT EXPERT .........17
6. COMMENCEMENT OF O&M WORKS..............................................................................................................19
7. CONTRACT AMOUNT PAYMENTS ...................................................................................................................24
8. GENERAL COVENANTS ...................................................................................................................................28
9. PERFORMANCE SECURITY ..............................................................................................................................30
10. EMPLOYEES ................................................................................................................................................31
11. EMERGENCY STEP-IN .................................................................................................................................32
12. AFFILIATION WITH THE NATIONAL AND/ OR FOREIGN UNIVERSITIES .....................................................33
13. CHANGE-IN LAW ........................................................................................................................................33
14. INDEMNITY AND INSURANCE ....................................................................................................................35
15. FORCE MAJEURE ........................................................................................................................................36
16. EVENTS OF DEFAULT (EOD) .....................................................................................................................40
17. REMEDY OF DEFAULTS AND TERMINATION PROCEDURE ........................................................................41
18. TERMINATION COMPENSATION .................................................................................................................44
19. DISPUTE RESOLUTION ...............................................................................................................................45
20. REPRESENTATIONS AND WARRANTIES......................................................................................................47
21. MISCELLANEOUS PROVISIONS ...................................................................................................................49
22. SUCCESS FEE ..............................................................................................................................................52
23. GOVERNANCE AND OPERATIONS ..............................................................................................................52
SCHEDULE – I QUALITATIVE AND QUANTITATIVE KEY PERFORMANCE INDICATORS ...........................................58
SCHEDULE – II CONCESSIONAIRE’S SCOPE OF WORK ............................................................................................67
SCHEDULE – III TERMS OF REFERENCES FOR THE INDEPENDENT AUDITOR .........................................................76
SCHEDULE – IV TERMS OF REFERENCES FOR THE INDEPENDENT EXPERT ...........................................................78
SCHEDULE – V TERMS OF REFERENCES FOR THE INDEPENDENT ENGINEER .........................................................79
SCHEDULE – VI FORM OF PERFORMANCE SECURITY .............................................................................................80
SCHEDULE – VII HANDING OVER CRITERIA ...........................................................................................................83
SCHEDULE – VIII LIST OF ITEMS TO BE PROCURED BY CONCESSIONAIRE ............................................................84
SCHEDULE – IX CONTRACT AMOUNT PAYMENT SCHEDULE..................................................................................85
SCHEDULE – X MANAGEMENT FEE .........................................................................................................................86
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Operations & Management Contract - TTC Kharan
THE OPERATIONS AND MANAGEMENT CONTRACT
This “OPERATIONS & MANAGEMENT CONTRACT” is made at Quetta, Balochistan on this 29th day
of March 2023.
AMONG
BALOCHISTAN PUBLIC PRIVATE PARTNERSHIP AUTHORITY (BPPPA) – PLANNING &

DEVELOPMENT DEPARTMENT, GOVERNMENT OF BALOCHISTAN, through its Chief Executive
Officer and authorized representative, Dr. Faisal Ahmed Khan, bearing CNIC No. 54400-
7007395-7 (hereinafter referred to as the “Primary Implementing Agency”, which expression
shall, where the context so permits include its successors-in-interest and permitted assigns).
AND
BALOCHISTAN TECHNICAL EDUCATION AND VOCATIONAL TRAINING AUTHORITY (BTEVTA) –

GOVERNMENT OF BALOCHISTAN, acting under THE LABOUR & MANPOWER DEPARTMENT,
GOVERNMENT OF BALOCHISTAN, through Secretary, Labor and authorized representative, Mr.
Tariq Qamar, bearing CNIC No. 54400-3935540-1 (hereinafter referred to as the “Secondary
Implementing Agency”, which expression shall, where the context so permits include its
successors-in-interest and permitted assigns).
AND
TAALEEM FOUNDATION, for and on behalf of the joint venture between “THE HUNAR
FOUNDATION”, “TALEEM FOUNDATION” and “MANAGEMENT & DEVELOPMENT CENTRE
(PRIVATE) LIMITED”, registered under the laws of Islamic Republic of Pakistan, having its
registered office at Lower Level, State Life building 5, Nazimuddin Road, Sector F-6/4, Islamabad
through authorized representative i.e. Dr. Zafar Iqbal Qadir, Chairman Taaleem Foundation,
CNIC No. 61101-9437918-3 (hereinafter referred to as the “Concessionaire”, which expression
shall, where the context so permits, include its successors-in-interest and permitted assigns).
(The Hunar Foundation, Taleem Foundation and Management & Development Centre (Private)
Limited shall hereinafter be collectively referred to as the “JV Partners” and individually as a “JV
Partner”).
(The Primary Implementing Agency, the Secondary Implementing Agency and the
Concessionaire shall hereinafter be collectively referred to as the “Parties” and individually as a
“Party”).
(The Primary Implementing Agency and the Secondary Implementing Agency shall hereinafter
be collectively referred to as the “Implementing Agencies”.)
WHEREAS:
A. The Government of Balochistan is intending to outsource the operations and management

of a Technical Training Center at Kharan, i.e., TTC Kharan (hereinafter referred to as the
“Institute”) for uplifting the Technical & Vocational Education And Training (“TVET")
standards of the Institute with best national and international practices for producing
demand driven TVET graduates along with development of sustainable model for the
Institute post completion of this O&M Contract (hereinafter referred to as the “Project”).
B. Pursuant to the terms of the Balochistan PPP Act, 2021, a consortium of Taaleem
Foundation, The Hunar Foundation and Management & Development Centre (the
“Submitter”) submitted (unsolicited) proposal for the O&M of the Project, which was
duly accepted by the Primary Implementing Agency as an unsolicited proposal (USP)
according to Section 16 of the Balochistan PPP Act, 2021. An acceptance letter was duly
issued to the Submitter on ______________. The project was approved by the PPP Board
in its second Board meeting held on December 7, 2022. The BPPPA advertised the project
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on February 18, 2023 (AB No. 316/17-02-2023) and after competitive bidding process the
project has been awarded to the USP submitter i.e. the consortium led by M/s Taaleem
Foundation, along with its JV Partners - The Hunar Foundation and Management
Development Consultants (Private) Limited.
C. In order to engage the private sector, the Primary Implementing Agency had invited
competitive bids for the Project by issuing an ‘Invitation for Bids’ dated February 18, 2023.
The Bidding process was carried out under Section 14 of the Balochistan PPP Rules, 2022
(hereinafter referred to as the "Invitation for Bids").
D. It is thus in the above given background; the Implementing Agencies have decided to
implement the Project by engaging the Concessionaire for inter alia operating and
managing the Institute in accordance with the terms and conditions of this O&M Contract.
E. The Concessionaire represents and warrants that it possesses the requisite resources, skills
and expertise to implement and run the Project as desired by the Implementing Agencies
strictly in accordance with this O&M Contract.
F. The Parties are entering into this O&M Contract to record the above understanding into
writing.
NOW THEREFORE, in view of the foregoing promises and in consideration of the mutual benefits
to be derived and the representations and warranties, covenants and agreements contained
herein, the Parties hereby agree as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 DEFINITION
In this O&M Contract, unless the context otherwise requires, the following terms shall
have the following meanings:
“Affected Party” shall have the same meaning as ascribed thereto in Article 15.1.1 below.
“Applicable Laws” shall mean any laws, promulgated or brought into force and effect by
the GoP, the GoB or any local government having jurisdiction over the Project, as well as
rules, regulations, orders and notifications made pursuant to such laws, as well as, inter
alia, judgments, decrees, injunctions, writs and orders of any Pakistan court, as may be
applicable.
“Applicable Permits” shall mean any permissions, clearances, concessions,

authorizations, consents, licenses, permits, waiver, privileges, rulings, exemptions, no
objections, resolutions, filings, orders, notarizations, lodgments or registrations or
approvals of whatsoever nature that are required to be obtained from time to time in
connection with the Project and for undertaking, performing or discharging the
obligations contemplated by this O&M Contract in accordance with the Applicable Laws.
“Approved One Time Asset Procurement Invoice” shall have the same meaning as
attributed in section 7.7.3.
“Arbitration” shall have the meaning given in Article 19.2.3 below.
“Arbitration Act” shall mean the Pakistan Arbitration Act, 1940.
“Arbitrator” shall have the meaning given in Article 19.2.3 below.
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“Award” shall have the same meaning as ascribed thereto in Article 19.2.6 below.
“Bid” shall have the same meaning as ascribed in the Balochistan Public Private
Partnership Act, 2021.
“Bid Due Date” shall mean being the date on which the bidders were required to submit
their bids for the Project in accordance with the RFP.
“Bid Security” shall mean the bank guarantee, pay order or demand draft for an amount
equal to two percent (2%) of the Project Cost as submitted by the Concessionaire to the
Primary Implementing Agency along with the Bid.
“Change in Law” shall mean the occurrence of any of the following subsequent to the Bid
Due Date:
(a) the repeal, modification or re-enactment of any existing federal, provincial or local
government law, as applicable in the Province of Balochistan;
(b) the commencement of any federal, provincial or local government law, which has
not entered into effect until the Bid Submission Date;
(c) a change in the interpretation or application of any Applicable Law (as applicable
in the Province of Balochistan) by a court of record as compared to such
interpretation or application by a court of record prior to Bid Due Date;
(d) the imposition by a Government Authority of any new Applicable Permit;
Provided, that Change in Law shall not include:
(a) any statute that has been published in draft bill form or as a bill that has been
placed before the legislature or that has been passed by the relevant legislature as
a bill but has not come into effect prior to the date of this O&M Contract, which is
not in the public domain;
(b) a draft regulation or statutory instrument or delegated legislation that has been
published prior to the date of this O&M Contract and which is in the public
domain; or
(c) any modification, amendment, variation, alteration or repeal of any existing

Applicable Law related to the Taxes.
“Concessionaire” shall have the same meaning as ascribed thereto it in the preamble”.
“Concessionaire’s Contract Amount Payment Account” shall mean the account to be

established by the Concessionaire and notified to the Implementing Agencies as a
Condition Precedent.
“Concessionaire’s Employees” shall have the same meaning as ascribed thereto it in

Article 10.1.1 below.
“Concessionaire’s Event of Default” shall mean any or all of the events that are listed at
Article 16.1 below.
“Conditions Precedents” (CP) shall mean the obligations of the Concessionaire that are
set out in Article 3 below.
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“Consortium Member” shall mean the consortium member of the Concessionaire (if any).
“Contract” or “Operation & Management Contract” or this “Agreement” shall mean this
O&M Contract as of the date hereof together with the schedules and annexures attached
hereto.
“Contract Payment Account Funding Amount” means, in respect of a Contract Amount

Payment Account Funding Date relating to a Contract Amount Payment Date, an amount
equal to that set out in the Contract Amount Payment Certificate.
“Contract Amount Payment Account Funding Date” means:
(a) in respect of the first (1st) Contract Amount Payment Date, any date falling prior
to the Contract Amount Payment Date;
(b) in respect of each other Contract Amount Payment Date, at least five (5) days prior
to each Contract Amount Payment Date;
“Contract Amount Payment” means the quarterly payments as per the costs of activities
and/or items for the achievements of the KPIs that the Implementing Agencies shall make
to the Concessionaire through the PPP Unit on a quarterly basis in accordance with Article
7 of this O&M Contract.
“Contract Amount Payment Invoice” shall have the same meaning as ascribed thereto in
Article 7.4.2.
“Contract Amount Payment Schedule” means the schedule, setting out the Contract
Amount Payment Dates, as per the yearly amount payments as set out in SCHEDULE – IX
(Contract Amount Payment Schedule).
“Contract Amount Payment Adjustment” means, in relation to a Contract Amount

Payment Date, the adjustment (being an amount in Pakistani Rupees) to be made to the
Contract Amount Payment relating to such Contract Amount Payment Date (excluding
the first four Contract Amount Payment Dates), as calculated through application of the
Contract Amount Payment Adjustment Formula and as set out on the Contract Amount
Payment Certificate.
“Contract Amount Payment Date” means each such date on which the Contract Amount
Payments shall be paid by the Implementing Agencies through the PPP Unit to the
Concessionaire, being the dates set out in the Contract Amount Payment Schedule
annexed as Schedule IX.
“Contract Amount Payment Adjustment Formula” means the formula for adjusting each
Contract Amount Payment relating to a Contract Amount Payment Date due to
occurrence of Contract Amount Payment Adjustment Events during the Contract
Amount Payment Evaluation Period relating to such Contract Amount Payment Date.
“Contract Amount Payment Adjustment Events” mean the following events (as certified
in writing by the Independent Expert); provided, that the same shall not constitute a
Contract Adjustment Event in case the same results from the Permitted Events (excluding
the Non-Political Events):
(a) the Institute has remained out of operation at any time during an academic year;
or
(b) the Independent Expert determines that:
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(i) the Concessionaire has not met any one or more of the KPIs or has failed
to attain the requisite percentage of any particular KPI (provided,
however, the non-meeting of KPIs in the first four quarters of the O&M
Period shall not constitute a Contract Amount Payment Adjustment
Event); and/or
(ii) The Concessionaire has failed to maintain the Institute in accordance with
the provisions of this O&M Contract, irrespective of whether the Institute
has been functioning properly or not.
"Contract Amount Payment Evaluation Date" means:
(a) in respect of the first (1st) Contract Amount Payment Date, the Contract Amount
Payment Date;
(b) in respect of each other Contract Amount Payment Date, the date falling forty five
days (45) days immediately prior to such Contract Amount Payment Date.
“Contract Amount Payment Evaluation Period” means:
(c) in respect of the first Contract Amount Payment Date, a period equal to zero (0)
days;
(d) in respect of each other Contract Amount Payment Date, the period between the
two (2) Contract Amount Payment Evaluation Dates falling immediately prior to
such Contract Amount Payment Date.
“Contract Amount Payment Certificate” shall bear the meaning ascribed thereto in
Article 7.3.1.
“Corrupt Practice” shall mean the offering, giving, receiving or soliciting, directly or
indirectly, of anything of value to influence improperly the actions of another party.
“CP Completion Date” shall mean the date notified by the Primary Implementing
Agency to the Parties as being the date on which the Conditions Precedent are fulfilled,
deferred or waived but in any case, not later than 90 (Ninety) Days from Effective Date,
or extended up to a period of 180 (One Hundred and Eighty) Days or more, as mutually
agreed between the Parties.
“Day” shall mean a 24 (Twenty-Four) hour period beginning and ending at 12:00
midnight Pakistan Standard Time.
“Dispute” shall have the same meaning as ascribed thereto in Article 19.1.1 below.
“Dispute Resolution Committee” shall have the same meaning as descried thereto in
“Effective Date” means the date on which this Agreement is signed by each of the Parties.
“Emergency” shall mean a condition or situation that:
(a) requires intervention by the Implementing Agencies to prevent harm, damage,

danger or public unrest, or to maintain safe, adequate and continuous services, at
the Institute;
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(b) where performance of the O&M Works threatens the safety of the persons present
at the Institute; and
(c) any O&M Works are not in accordance with the applicable standards.
“Event of Default” (EOD) shall mean Concessionaire’s Event of Default or the

Implementing agencies’ Event of Default or both as the context may admit or require.
“Event of Default Remedy Period” shall have the same meaning as ascribed thereto in
“Expert” shall mean a firm or organization of repute with recognized

technical/professional expertise in respect of any field, matter or subject relevant for the
purpose of this O&M Contract.
“Expiry Date” shall mean the date upon completion of 5 years of O&M Period starting
from the Effective Date.
“Financial Bid” shall mean the financial bid submitted by the Concessionaire during the
bidding process and subsequent revisions as permitted under the law, if any.
“Financial Model” means the financial model, as submitted by the Concessionaire as the
financial bid and annexed in this agreement.
“Financial Year” shall mean the financial year exercised by the Primary Implementing
Agency on the instruction of the Government of Balochistan or Government of Pakistan,
as the case may be.
“First Contract Amount Payment Certificate” shall have the meaning ascribed thereto in
“Force Majeure Event” shall have the same meaning as ascribed thereto in Article 15.1.1
below.
“Force Majeure Notice” shall have the same meaning as ascribed thereto in Article 15.2.1
below.
“Force Majeure Period” shall mean the period commencing from the date of occurrence
of a Force Majeure Event and ending on the earlier of: (a) the date on which the Affected
Party resumes or should have resumed such of its obligations the performance of which
it was excused in terms of Article 15.3.1 below; or (b) the Termination Date of the O&M
Contract, as applicable.
“Fraudulent Practice” shall mean any action or omission, including misrepresentation

that knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial
or other benefit or to avoid an obligation.
“Fundamental Change in Law” shall mean any change in Law that is not a Qualifying
Change of Law and that:
(a) renders unenforceable, illegal, invalid or void any material right or material
obligation of the Concessionaire under this O&M Contract.
(b) results in the Concessionaire being deprived of the whole or a substantial part of
the benefit of this O&M Contract.
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(c) has a material adverse effect on the Concessionaire.
“Good Industry Practice” shall mean the exercise of that degree of skill, diligence and
prudence, and those practices, methods, specifications and standards of teaching,
management, safety and performance, as may change from time to time and which would
reasonably and ordinarily be expected to be used by a skilled and experienced
Concessionaire in the operation and management of teachers training institutes.
“GOB” shall mean the Government of Balochistan.
“GOP” shall mean the Government of Pakistan.
“Government Authority” shall mean the GoP, the GoB, any local government or any
other ministry, governmental department, commission, board, body, bureau, agency,
authority, instrumentality, inspectorate, statutory corporation or body corporate over
which the GOP or the GOB exercises control, court or other judicial or administrative
body or official or Person, having jurisdiction over the Institute or any portion thereof and
the performance of obligations and exercise of rights of the Parties in accordance with the
terms of the O&M Contract.
“Handing over Criteria” shall mean the criteria for handing over the Institute by the
Secondary Implementing Agency to the Concessionaire in accordance with this O&M
Contract, as set out in SCHEDULE – VII (Handing Over Criteria).
“Improvement Fund” shall mean a fund comprising of charities, grants, funds, etc. that
may be received or raised, whether at national or international level, by the
Concessionaire after due consent of the Project Steering Committee. Detailed Guidelines
to utilize the ‘Improvement Fund’ shall be developed and endorsed by the Project
Steering Committee.
“Improvement Fund Account” shall mean a bank account to be opened and maintained
with a State Bank of Pakistan’s notified schedule bank with minimum A rated credit
rating by the Concessionaire for receiving and depositing the amounts raised from other
sources, such as Corporate Social Responsibility (CSR) grants from the corporate entities,
service laboratory revenue, and any other revenue earned by the TTC Kharan.
“Independent Auditor” shall mean an independent third-party expert appointed by the

concessionaire after due approval of the PSC in accordance with Article 5 below read with
SCHEDULE – III (Terms Of Reference For The Independent Auditor), who shall have the duties
and functions stated in this O&M Contract.
“Independent Auditor Contract” means the contract to be entered into between the
Concessionaire and the Independent Auditor.
“Independent Engineer” shall mean an independent third-party expert appointed by the

Concessionaire in accordance with Article 5 below read with SCHEDULE – V (Terms Of
Reference For The Independent Engineer), who shall have the duties and functions stated in
this O&M Contract.
“Independent Engineer Contract” means the contract to be entered into between the the
Concessionaire and the Independent Engineer.
“Independent Expert” shall mean an independent third-party expert appointed by the

Concessionaire in accordance with Article 5 below read with SCHEDULE – IV (Terms Of
Reference For The Independent Expert), who shall have the duties and functions stated in this
O&M Contract.
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“Independent Expert Contract” means the contract to be entered into between the
Concessionaire and the Independent Expert.
“Installation Costs” means any and all costs incurred in relation to the Installation Works
during the Installation Period.
“Installation Period” shall have the same meaning as ascribed thereto in SCHEDULE – II
(Concessionaire’s Scope Of Work).
“Installation Works” shall have the same meaning as ascribed thereto in SCHEDULE – II
(Concessionaire’s Scope Of Work).
“Institute” shall mean Technical Training Center, Kharan (both male and female
campuses as well as seven (07) residential quarters) along with all its present and future
assets, fixed and current assets, movable and immovable properties, as more particularly
described in the SCHEDULE – VIII (List Of Items To Be Procured By Concessionaire).
“KPIs” shall mean the Key Performance Indicators as set out in SCHEDULE – I (Contract
Qualitative And Quantitative Key Performance Indicators) and scope of work as per
SCHEDULE – II (Concessionaire’s Scope Of Work) attached hereto
“Lapse of Consent” shall mean any Applicable Permit:
(a) ceasing to remain in full force and effect and not being renewed or replaced within
the time period prescribed by the Applicable Laws for the renewal or replacement
of such Applicable Permit or, where a time period is not prescribed by the
Applicable Laws, within 60 (Sixty) Days of such Applicable Permit ceasing to be
in full force and effect.
(b) not being issued upon application having been properly and timely made and
diligently pursued within the time period prescribed by the Applicable Laws or
where a time period is not prescribed by the Applicable Laws, within 60 (Sixty)
Days of proper application being made for such Applicable Permit.
(c) being made subject, upon renewal, or otherwise, to any terms or conditions that
materially and adversely affect the Concessionaire’s ability to perform its
obligations under this O&M Contract.
“Major Maintenance” means the major maintenance of the fixed assets of the Institution
where the expenditure incurred on the institute significantly improve life span of the
building, as more particularly described in this O&M Contract;
“Management Fee” shall mean the management fee which is part of the O&M Cost
structure payable by the Implementing Agency to the Concessionaire in terms of Financial
Bid as mentioned in the SCHEDULE – X (Management Fee).
“Management Fee Incentive Amounts” shall have the meaning given in Article 7.2.3.
“Material Adverse Effect” shall mean the effect of any act or event which materially and
adversely affects the ability of a Party to exercise its material rights or perform any of its
material obligations under and in accordance with the provisions of this O&M Contract.
“Month” shall mean the calendar month as per the Gregorian calendar.
“Non-Political Event” shall have the meaning given in Article 15.1.1 below.
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“Notice to Proceed” shall mean the intimation given by the Primary Implementing
Agency to the Concessionaire to commence the O&M of the Institute.
“Notice of Intent to Terminate” shall have the meaning given in Article 17.1.2 below.
“O&M Contract” shall mean this Operation And Management Contract as of date hereof
together with the schedules and annexures attached hereto as already ascribed into O&M
Contract.
“O&M Cost” shall mean the all the associated costs of the Project that are quoted by the
Bidder in its Financial Bid, and relates to the performance of O&M Works. O&M Costs
includes all the expenses required to complete the O&M Works including Management
Fee and all charges, fixed costs, administrative costs, taxes, insurance costs, etc.
“O&M Period” shall mean the period starting from the CP Completion Date and ending
on the Expiry Date or Termination Date (whichever is earlier).
“O&M Works” or “O&M” shall mean the works relating to the operation and
maintenance of the Project during the O&M Period, as more particularly described in
SCHEDULE – II (Concessionaire’s Scope Of Work).
“O&M Year” shall mean any one year of the O&M Period.
“One Time Asset Procurement Amount” means an amount equal to PKR 80,194,660
(Pakistani Rupees Eighty Million One Hundred Ninety Four Thousand Six Hundred and
Sixty Only) to be paid by the Implementing Agencies to the Concessionaire in accordance
with section 7.7 for the purposes of one time procurement of assets (as per the Financial
Model).
“One Time Asset Procurement Invoice” shall have the same meaning as attributed in
section 7.7.2.
“Pakistan” shall mean the Islamic Republic of Pakistan.
“Party” shall mean the primary implementing agency, secondary implementing agency
or the Concessionaire, as applicable, and “Parties” means the primary implementing
agency, secondary implementing agency and the Concessionaire collectively.
“Payable Contract Amount Payment” means, in respect of a Contract Amount Payment

Date, an amount equal to the difference between:
(a) the Contract Amount Payment relating to such Contract Amount Payment Date
(as set out in the Contract Amount Payment Schedule); and
(b) the Contract Amount Payment Adjustment relating to such Contract Amount
Payment Date;
set out in the Contract Amount Payment Certificate. For sake of clarity there shall be no
Contract Amount Payment Adjustment in respect of the first four (04) Payable Contract
Amount Payments, but assessment of the progress of the Concessionaire is to be carried
out as per the terms of this O&M Contract.
“Payment Error” shall have the same meaning as ascribed thereto in Article 6.5.10 below.
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“Performance Security” shall mean a security in the form of a immutable and unrestricted
on demand bank guarantee issued by a scheduled commercial bank operating in Pakistan
acceptable to the Primary Implementing Agency (with a minimum credit rating of ‘A-’any
reputable credit rating agency like JCR-VIS, PACRA, etc., rating scale for financial
institutions) for an amount equivalent to PKR 40,000,000/- (Pakistani Rupees Forty
Million Only) to be submitted in accordance with section 9.1.1 of this O&M Contract.
“Performance Security Expiry Date” shall have the meaning ascribed thereto in section
9.3
“Permitted Events” shall mean:
(a) Force Majeure Events.
(b) Primary or Secondary Implementing Agency Events of Default.
(c) Change in Law or Lapse of Consent.
In each of the above case causing a delay in the performance of the Concessionaire’s
“Person” means any individual, company, corporation, partnership, joint venture, trust,
unincorporated organization or any other legal entity.
“PKR” or “Pakistani Rupees” shall mean the lawful currency of Pakistan.
“Political Event” shall have the meaning given in Article 15.1.1 below.
“PPP Unit” means the public private partnership unit of Balochistan.
“PPP Unit Designated Account” shall have the same meaning as ascribed thereto in
Article 7.3.1.
“Project” shall have the meaning asserted as the “Project” in the preamble of this O&M
Contract, substantiate to carry through the deliverables in conformation to KPIs, O&M
Works and other conditions set out in this O&M Contract.
“Primary Implementing Agency” shall mean the Balochistan Public Private Partnership
Authority, Planning & Development Department, Government of Balochistan.
“Project Cost” shall mean the amount of the Project proposed by the Bidder in the
Financial Bid and accepted by the Implementing Agencies for achieving the core
objectives contrived in the Project.
“Project Management Committee” shall mean a Project Management Committee

constituted under the Clause 23.2 of this O&M Contract.
“Project Steering Committee” shall have the same meaning as ascribed thereto in Article
23.1.1.
“Qualifying Change in Law” shall mean any Change in Law:
(a) which applies specifically to:
(i) The Project and not to other similar projects within the Province of
Balochistan.
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(ii) The Concessionaire, but not to other Persons.
(iii) The provision of services that are the same as or substantially similar to the
O&M Works provided by the Concessionaire under this O&M Contract,
but not to other services.
(b) which was not reasonably foreseeable by the Concessionaire as at the Bid Due
Date.
“Remedial Action Notice” shall have the same meaning as ascribed thereto in Article
17.1.1 below.
“Remedial Period” shall have the meaning given in Article 17.1.1 below.
“Sanction-able Practice” shall mean any Corrupt Practice, Fraudulent Practice, Coercive
Practice or Collusive Practice.
“Secondary Implementing Agency” shall mean the Balochistan Technical and Vocational
Education Authority (B-TEVTA), Government of Balochistan.
“Success Fee” shall have the same meaning as ascribed thereto in Article 22.1 below.
“Taxes” shall mean all taxes, levies, imposts, ceases, duties and other forms of taxation,
including (but without limitation) income tax, sales tax, value added tax, service tax, entry
tax, corporation profits tax, advance corporation tax, capital gains tax, residential and
property tax, customs and other import and export duties, excise duties, stamp duty or
capital duty, and any interest, surcharge, penalty or fine in connection therewith which
may be payable by the Concessionaire.
“Termination” shall mean the termination of this O&M Contract upon the issuance of a
Termination Notice in accordance with the terms hereof.
“Termination Compensation” shall mean the compensation to be paid by either Party

here-under in respect of different termination events.
“Termination Compensation Date” shall mean the date falling ninety (90) days following
the Termination Date.
“Termination Date” shall mean the date on which this O&M Contract is terminated by a
Termination Notice.
“Termination Notice” shall mean a notice issued by a Party to the other Party terminating
the O&M Contract in accordance with the terms hereof.
“Training” shall mean the organized and formal procedure by which students gain
knowledge and/or skill related to occupations as an agreed list of trades (as provided in
detail in SCHEDULE – II (Concessionaire’s Scope of Work))
“Transfer Date” shall mean:
(a) in case of early Termination of this O&M Contract prior to the end of the O&M
Period, the Termination Compensation Date subject to the Implementing Agencies
making payment of the relevant Termination Compensation to the Concessionaire
on or prior to such date.
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(b) in case of end of the O&M Period, the last day of the O&M Period.
“TVET” shall have the same meaning as ascribed thereto in the preamble.
“Unscheduled Closure” shall have the same meaning as ascribed thereto in Article 6.3.3
below.
“Vacation” shall mean the annual vacations of the Institute, as may be notified from time
to time.
1.2 RULES OF INTERPRETATION
1.2.1 In this O&M Contract unless the context otherwise requires:
(i) The word importing the singular means the plural and vice-versa; and
words importing the masculine shall include the feminine and neuter and
vice-versa.
(ii) Where any word or expression is given a defined meaning, any other
grammatical form of that word or expression shall have the corresponding
meaning, where the context requires.
(iii) “Article” and “Annex” shall refer, respectively to Articles of and Annexes
to this O&M Contract. The Annexes to this O&M Contract shall form part
and parcel of this O&M Contract.
(iv) The headings and sub-headings in this O&M Contract (and references to
them) are included for convenience only and shall not be taken into
account in interpreting this O&M Contract.
(v) The references to any agreement or deed or other instrument shall be

construed as a reference to such agreement, deed, or other instrument as
the same may, from time to time, be amended, varied, supplemented or
novated.
(vi) A requirement that a payment be made on a Day which is not a business

day shall be construed as a requirement that the payment be made on the
next following business day.
(vii) The words “written” and “in writing” includes a facsimile transmission
and any means of reproducing works in a tangible and permanently visible
form.
2. APPOINTMENT OF CONCESSIONAIRE
2.1 The Implementing Agencies hereby appoints the Concessionaire for the implementation
of the Project and to perform all its obligations set out in this O&M Contract, and the
Concessionaire does hereby undertake and confirm to implement the Project and perform
the obligations as per and in accordance with the terms and conditions set out in this O&M
Contract.
3. CONDITIONS PRECEDENTS (CP)
3.1 CONDITIONS PRECEDENTS FOR THE CONCESSIONAIRE
3.1.1 The Concessionaire shall satisfy or procure the satisfaction of the following
Conditions Precedent and provide following information or copies of following
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documents to the Implementing Agencies, not later than five (5) Days after the
date of satisfaction of each condition:
(a) Certified true copies of all its constitutional documents, through which it
was constituted/formed/incorporated.
(b) Certified true copies of Joint Venture agreements of the Concessionaire

authorizing execution, delivery, performance of this O&M Contract and
power of attorney to the Lead firm to sign the Concession Agreement.
(c) Certified copies of all Applicable Permits that are required for all activities
contemplated under this O&M Contract including operation of the Project,
(where applicable).
(d) Undertaking from the JV Partners that their Control with the joint venture
shall remain the same during the O&M Period (as provided therein their
relevant joint venture undertaking of the Bid).
(e) Stipulate legal opinion to the Implementing Agencies from a reputable and
appropriately experienced legal counsel of the Concessionaire acceptable
to the Implementing Agencies confirming that:
(i) the Concessionaire has obtained all necessary Applicable Permits

for the purpose of performance of the Concessionaire’s obligations
and the exercise of the Concessionaire’s rights under this O&M
Contract.
(ii) that the Applicable Permits are in full force and effect.
(iii) the Concessionaire has duly and validly executed this O&M
Contract and the terms of this O&M Contract are fully enforceable
against the Concessionaire.
(f) The Performance Security has been delivered by the Concessionaire and is
valid in provision to section.
(g) Not Used.
(h) The Concessionaire shall have opened up the Concessionaire’s Contract

Amount Payment Account and notified the same to the Implementing
Agencies and the Independent Auditor.
(i) the Concessionaire has entered into the Independent Engineer Contract for
the appointment of the Independent Engineer after due approval of the
PSC;
(j) the Concessionaire has entered into the Independent Auditor Contract for
the appointment of the Independent Auditor after due approval of the
PSC;
(k) the Concessionaire has entered into the Independent Expert Contract for
the appointment of the Independent Expert after due approval of the PSC;
(l) The Success Fee (in a form, substance and manner as agreed mutually
between the Parties) has been delivered by the Concessionaire to the
Primary Implementing Agency in accordance with section 22.1.
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3.2 CONDITIONS PRECEDENT FOR THE IMPLEMENTING AGENCIES
3.2.1 The Implementing Agencies shall satisfy or procure the satisfaction of the
following Conditions Precedents in any event by the CP Completion Date and
give notice to the Independent Auditor and the Concessionaire no later than five
(5) Days after the date of satisfaction of each condition; provided that the
Implementing Agencies shall not be obligated to procure the satisfaction of any of
the following Conditions Precedent unless the Concessionaire has fulfilled its
Conditions Precedent specified in Article 3.1 above:
(a) Making necessary arrangement of the amounts payable by the

Implementing Agency to Concessionaire through the PPP Unit.
(b) The Secondary Implementing Agency has handed over peaceful

possession and reasonable control of the Institute to the Concessionaire in
accordance with the Handing Over Criteria along with all the committed
equipment according to the PC-I of the Project as detailed in SCHEDULE –
VII (Handing Over Criteria).
(c) Prior to the start of Installation Period, the Secondary Implementing

Agency has paid utility bills that are due up to the date of start of
Installation Period and provided evidence of the same to the Independent
Auditor.
(d) Prior to the start of Installation Period, the Secondary Implementing

Agency has procured the separation of the meters of electricity for the
Institute and other such buildings, if any, which are not forming part of
the Institute.
(e) The Secondary Implementing Agency has issued a notification, notifying

the powers, responsibilities and authorities of the Concessionaire that are
to be granted to the Concessionaire by way of execution of this O&M
Contract.
(f) issue a license to the Concessionaire with regards to the vacant possession
of all the land and rights comprising of the Institute.
3.3 Consequences of Failure to fulfill the Conditions Precedents
3.3.1 If the Concessionaire fails to fulfill any of the Conditions Precedents that it is
required to fulfill under Article 3.1 above by the CP Completion Date (unless
waived or deferred by the Implementing Agencies in its absolute discretion), the
Implementing Agencies shall be entitled to terminate this O&M Contract by
issuing a written notice of 30 (Thirty) Days to the Concessionaire.
3.3.2 On such termination, the Implementing Agencies shall be entitled to draw on the
Performance Security (in the event the same has been received by the
Implementing agencies and in the event the Performance Security has not been
received by the Implementing Agencies in accordance with this Contract, the Bid
Security) of the Concessionaire in its entirety, as a genuine pre-estimate of and
reasonable compensation for loss and damages caused to the Implementing
Agencies as a result of the Concessionaire’s failure to fulfill the Conditions
Precedents and implement the Project in accordance with the terms of this O&M
Contract.
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3.3.3 If the Implementing Agencies fail to fulfill any of the Conditions Precedents that
they are required to fulfill under Section 3.2 above by the CP Completion Date
(unless waived or deferred by the Concessionaire in its absolute discretion), the
Concessionaire shall be entitled to terminate this O&M Contract by issuing a prior
written notice of 30 (Thirty) Days to the Implementing Agencies.
3.3.4 On termination of this O&M Contract pursuant to Articles 3.3.3 above, the
Implementing Agencies may return the Performance Security (in the event the
same has been received by the Implementing agencies and in the event the
Performance Security has not been received by the Implementing Agencies in
accordance with this Contract, the Bid Security). For sake of clarity, the
Implementing Agencies shall not draw on any of the aforesaid securities in case of
termination due to the failure of Implementing Agencies to fulfill any of the
Conditions Precedents. The Parties further agree that in case of termination of this
O&M Contract for whatever reason prior to the CP Completion Date, the
Implementing Agencies shall not be liable to compensate the Concessionaire in
respect of such termination.
4. GRANT OF CONTRACT AND O&M PERIOD
4.1 GRANT OF THE CONTRACT
4.1.1 In consideration of the Concessionaire’s obligations contained in this O&M

Contract and relying on the Concessionaire’s representations, warranties,
acknowledgments and undertakings contained herein, the Implementing
Agencies, subject to the terms of this O&M Contract, hereby grants to the
Concessionaire and authorizes it, for the duration of the O&M Period, to manage
and implement the Project including the Institute and to exercise and enjoy the
rights, powers, benefits, privileges, authorizations and entitlements as set forth in
this O&M Contract.
4.1.2 The Concessionaire agrees that the Implementing Agencies shall have the sole and
exclusive right to require from the Concessionaire full availability of the Institute
after/upon completion of the O&M Period in accordance with the KPIs and the
Good Industry Practices.
4.1.3 The Implementing Agencies shall license to the Concessionaire with regards the
vacant possession of all the land and rights comprising the Institute and all costs,
fees, expenses, duties, charges and taxes relating to the same shall be borne by the
Concessionaire.
4.2 O&M PERIOD
4.2.1 Subject to early termination in accordance with this O&M Contract, this O&M
Contract is granted for the O&M Period of five (05) years extendable up to further
three (03) years each time with mutual consent and based on performance of the
Concessionaire (the same being assessed by the Implementing Agencies with the
assistance from Independent Engineer, Independent Auditor and Independent
Expert).
4.2.2 Notwithstanding anything to the contrary stated in this O&M Contract, the
Concessionaire may request an extension of the O&M Period at any time at least
six (06) months prior to the Expiry of O&M Period; provided that at the time of
the request the Concessionaire is materially in compliance with its obligations
under this O&M Contract and is not otherwise facing a default therein. The
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Implementing Agencies have right to accept or reject this request for extension at
its sole and absolute discretion.
4.3 RIGHT, TITLE AND INTEREST IN THE INSTITUTE
4.3.1 The Parties acknowledge that full ownership, rights and title to the Institute and
all its assets shall be vested with the Secondary Implementing Agency throughout
the O&M Period and the Concessionaire shall not create any encumbrance or other
third-party rights over the Institute or any part thereof or otherwise sub-let or part
with the possession of the Institute at any time during the O&M Period. Any
activity, over and above the scope of this O&M Contract, which the Concessionaire
tends to initiate and run during the O&M Period will require approval of the PSC.
4.3.2 Further agree that (a) all the assets of the Institute whether movable or immovable,
fixed or current and including any additions, modifications or construction
thereon carried out by the Concessionaire pursuant to this O&M Contract, (b) all
equipment or other teaching aids (whether originally provided by the Secondary
Implementing Agency or purchased or replaced by the Concessionaire) of the
Institution, shall be the properties of the Secondary Implementing Agency and
shall be handed over to the Secondary Implementing Agency, free from any
encumbrances on the Transfer Date.
4.3.3 The Concessionaire undertakes that the Institute shall not be used for any private
purposes or any unauthorized commercial purposes, including but not limited to
public gatherings, functions, weddings, political events, other than any events
specifically linked to the purposes for which this O&M Contract is granted to the
Concessionaire. The Implementing Agencies hereby undertakes that they shall not
permit or request the Concessionaire to facilitate any of the foregoing events at the
Institute.
4.3.4 The Implementing Agencies shall license to the Concessionaire the Institute of all
the land and rights comprising the Institute. In the event such is required, the
Parties shall execute any and all instruments required and, to the extent required
by the applicable laws, registered by the Concessionaire with the relevant
Government Authority and all costs, fees, expenses, duties, charges and taxes
relating to the same shall be borne by the Concessionaire.
4.4 ASSISTANCE OF THE IMPLEMENTING AGENCIES
4.4.1 The Implementing Agencies shall provide and shall seek the co-operation of other
relevant Government Authorities for providing such reasonable assistance as may
be reasonably requested by the Concessionaire for obtaining the grant or renewal
of the Applicable Permits (if any) required for the performance of the
Concessionaire’s obligations or the exercise of the Concessionaire’s rights under
this O&M Contract.
4.5 EXPIRY OF O&M PERIOD
4.5.1 This O&M Contract will expire on the Expiry Date (if not extended), and upon
Expiry of the O&M Period, the Concessionaire shall hand-over back the Institute
to the Secondary Implementing Agency on the Transfer Date as per and in
accordance with the Taking-Over Criteria in conjunction with provision 4.3.2
above.
4.6 CONCESSIONAIRE’S SCOPE OF WORK
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4.6.1 The Concessionaire shall perform, undertake and achieve the KPIs as defined in
this O&M Contract with best professional expertise, skills for the due performance
of its obligations under this O&M Contract and for the smooth running of the
Project. The scope of work is given in SCHEDULE – II (Concessionaire’s Scope Of
Work).
5. APPOINTMENT OF INDEPENDENT AUDITOR, INDEPENDENT ENGINEER AND INDEPENDENT

EXPERT
5.1 APPOINTMENT OF INDEPENDENT AUDITOR
5.1.1 As a Conditions Precedents to the CP Completion Date, the Concessionaire shall

appoint a third-party auditor to fulfill the duties and obligations of the
Independent Auditor during the O&M Period (the “Independent Auditor”) after
due approval of the PSC.
5.1.2 The Independent Auditor shall be a reputable independent professional and shall
not be considered employee, agent or representative of the Parties or any other
stakeholder in the Project or any affiliate of any of them, for any purpose.
5.1.3 The appointment mechanism and terms of reference of the Independent Auditor
are set out at SCHEDULE – III (Terms Of Reference For The Independent Auditor).
5.2 APPOINTMENT OF INDEPENDENT ENGINEER
5.2.1 As a Conditions Precedent to the CP Completion Date, the Concessionaire, after

due approval of the PSC, shall appoint an Expert to fulfill the duties and
obligations of the Independent Engineer during the O&M Period and thereafter
annually or as and when required. (the “Independent Engineer”).
5.2.2 The Independent Engineer shall be a reputable independent professional and shall
5.2.3 The appointment mechanism and indicative terms of reference of the Independent
Engineer are set out at SCHEDULE – V (Terms Of Reference For The Independent
Engineer).
5.3 APPOINTMENT OF INDEPENDENT EXPERT
5.3.1 As a Conditions Precedent to the CP Completion Date, the Concessionaire, after

due approval of the PSC, shall appoint an Expert to fulfill the duties and
obligations of the Independent Expert during the O&M Period (the “Independent
Expert”).
5.3.2 The Independent Expert shall be a reputable independent professional and shall
5.3.3 The indicative terms of reference of the Independent Expert are set out at
SCHEDULE – IV (Terms Of Reference For The Independent Expert).
5.4 REMUNERATIONS OF INDEPENDENT ENGINEER, INDEPENDENT EXPERT AND

INDEPENDENT AUDITOR
5.4.1 All fees, costs, charges and expenses payable to the Independent Auditor,
Independent Expert and the Independent Engineer shall be solely borne by the
17
Concessionaire, notwithstanding that the Independent Auditor, Independent
Expert and the Independent Engineer shall be appointed after approval of the PSC.
All such fees, costs, charges and expenses shall be paid by the Concessionaire to
the Independent Engineer, Independent Expert and Independent Auditor and the
Concessionaire shall be solely responsible for the payment of the fees and expenses
payable to the Independent Auditor, Independent Expert and Independent
Engineer pursuant to the terms of the relevant contract.
5.5 INDEPENDENCE OF INDEPENDENT ENGINEER, INDEPENDENT EXPERT AND INDEPENDENT

AUDITOR
5.5.1 Notwithstanding that the fees, costs, charges and expenses payable to the
Independent Auditor, Independent Expert and the Independent Engineer shall be
borne by the Concessionaire:
(a) the Independent Auditor, Independent Expert and the Independent

Engineer shall act independently and in an unbiased manner and shall
perform their services for the benefit and in the best interests of the Project
(strictly in accordance with the relevant contract entered into in accordance
with this O&M Contract) and not that of any other Person or entity and
shall not act on any instructions issued by any Party in respect of the
Project unless the same are:
(i) Contemplated by this O&M Contract to be issued by such party.
(ii) Jointly issued by the Parties.
(iii) Due to any reasons stipulated therein the Independent Engineer

Contract, Independent Auditor Contract and/or the Independent
Engineer Contract (as applicable).
(b) The Independent Auditor, Independent Expert and the Independent

Engineer shall be independent Experts, monitors and/or inspectors and
shall not be considered employees, agents or representatives of the Parties
or any other stakeholder in the Project or any affiliate of any of them, for
any purpose.
(c) The Independent Auditor, Independent Expert and the Independent

Engineer shall be required to act reasonably, fairly and expeditiously in
fulfilling their duties and obligations under their relevant contracts and
terms of references as mentioned in SCHEDULE – III (Terms Of Reference For
The Independent Auditor), SCHEDULE – IV (Terms Of Reference For The
Independent Expert) & SCHEDULE – V (Terms Of Reference For The Independent
Engineer) respectively.
5.6 REPLACEMENT OF INDEPENDENT ENGINEER, INDEPENDENT EXPERT AND INDEPENDENT

AUDITOR
5.6.1 The Concessionaire may replace the Independent Engineer, Independent Expert
or Independent Auditor after intimating the PSC with plausible reasons to its
satisfaction. The appointment of replaced resource should be subject to approval
of the PSC. The replacement may be due to following circumstances:
(a) If the Independent Engineer, Independent Expert or Independent Auditor

has not discharged the assigned duties in accordance with respective
18
Contracts between the Concessionaire and the Independent Engineer,
Independent Expert and Independent Auditor.
(b) If the Concessionaire consider not renew the appointment of the

Independent Engineer, Independent Expert or Independent Auditor.
(c) If the Independent Engineer, Independent Expert or Independent Auditor

tenders’ resignation/ or termination of contract in accordance with the
terms of their appointment.
(d) The Concessionaire shall comply with SCHEDULE – III (Terms Of Reference
For The Independent Auditor), SCHEDULE – IV (Terms Of Reference For The
Independent Expert) & SCHEDULE – V (Terms Of Reference For The Independent
Engineer) in appointing such replacement of Independent Engineer,
Independent Expert or Independent Auditor.
(e) if the Independent Engineer, the Independent Auditor and the

Independent Expert is adjudged insolvent and/or bankrupt and / or the
winding up proceedings are filed against the Independent Engineer,
Independent Auditor and the Independent Expert and/or the
Independent Engineer, Independent Auditor and the Independent Expert
winding up proceedings in a court of law and/ or any action for
malpractice and/or misadministration is filed against the Independent
Engineer, Independent Auditor and the Independent Expert in a court of
law.
5.7 RIGHT OF ACCESS
5.7.1 The Independent Engineer, Independent Expert or Independent Auditor shall at

all times during the O&M Period have the right to enter upon and access the
Institute. The Concessionaire shall have the right to accompany the Independent
Engineer, Independent Expert or Independent Auditor during their attendance at
the Institute. The Independent Engineer, Independent Expert or Independent
Auditor shall have no authority to delay or hinder the performance of the O&M
Works, except as expressly specified in therein the Independent Engineer
Contract, Independent Auditor Contract and/or the Independent Engineer
Contract (as applicable).
5.8 LIABILITY OF THE CONCESSIONAIRE
5.8.1 The Concessionaire agrees that notwithstanding any approval (including any
deemed approval) of, review by or compliance with the instructions of the
Independent Engineer, Independent Expert or Independent Auditor, the
Concessionaire shall be solely responsible for the O&M Works and shall bear all
risk and liability for the same.
5.8.2 The Concessionaire undertakes to indemnify, defend and hold the Implementing
Agencies harmless from any and all liabilities, claims, damages, costs, penalties,
fines, expenses, fees (including reasonable attorney's fees) and charges of any
nature associated with any non-compliance by the Concessionaire of its
obligations contained in this O&M Contract.
6. COMMENCEMENT OF O&M WORKS
6.1 PERFORMANCE OF O&M WORKS
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6.1.1 The Concessionaire shall be obligated to commence the O&M Works within a
period of 07 days from the date of receiving the Notice to Proceed, after the
handing taking over of Institute is completed.
6.1.2 As and from the first day of start of Notice to Proceed, the Concessionaire shall be
entitled to raise invoice in order to receive the Contract Amount Payments in
accordance with Article 7 below.
6.1.3 The Concessionaire shall at all times keep complied with all the KPIs during the
O&M Period.
6.2 GENERAL REQUIREMENTS
6.2.1 The Concessionaire shall undertake and be responsible for and shall perform the
O&M Works in a manner that is in compliance with the KPIs, the Applicable Laws,
the Applicable Permits and Good Industry Practice.
6.2.2 The Concessionaire may undertake and perform the O&M Works itself and/or
through its employees and agents possessing the requisite technical, financial,
operational and teaching expertise and capability.
6.2.3 The Concessionaire shall at all times during the O&M Period, provide the
Implementing Agencies, the Independent Auditor, the Independent Expert, the
Independent Engineer and their representatives with reasonable access to the
Institute for monitoring of the O&M Works and for conducting inspections and
audits in accordance with this O&M Contract.
6.2.4 During the O&M Period, the Concessionaire shall develop and implement a safety
and surveillance program for the Institute, comply with the safety regulations,
such as cleanliness of the Institute, disposal of wastes and effluents, ventilation
and temperature, dust and fume, lightning, drinking water, precaution in case of
fire etc. and adopt appropriate safeguards and measures for security of
environment, human life and property at the Institute in accordance with the
Applicable Laws and Good Industry Practice.
6.2.5 The Concessionaire shall develop and maintain appropriate measures of security
of environment, human life, property at the Institute at all times during the O&M
Period.
6.3 REPAIR AND MAINTENANCE OF THE INSTITUTE
6.3.1 The Concessionaire shall maintain the Institute in line with Good Industry Practice
to meet the KPIs and shall ensure that the Institute remains fully operational
throughout the O&M Period. The Secondary Implementing Agency shall pass on
to the Concessionaire any benefits of defect liability periods under the relevant
construction contractors of the Institute.
6.3.2 The Concessionaire shall not schedule any major repair or maintenance work in
respect of the Institute at any time during the O&M Period without the prior
written consent of the Implementing Agencies and approval of the PSC. The
Concessionaire shall ensure that all major repair and maintenance work in respect
of the Institute is scheduled at a time during the vacations when the Institute is
free and the consent of the Implementing Agencies and approval of the PSC is
sought in respect of such work and the period required to complete the same prior
to undertaking such work. The Concessionaire shall submit in writing to the
Implementing Agencies and present to the PSC the details and costs of the Major
20
Maintenance works proposed to be undertaken by the Concessionaire in respect
of the Institute at least thirty (30) days prior to the vacations in which such repair
and maintenance work is being planned. The Major Maintenance and the related
costs shall be borne by the Concessionaire. However, during approval from the
PSC, the forum may allow cost sharing with the Secondary Implementing Agency.
The Implementing Agencies/PSC shall certify, amend and/or approve (as
applicable) the request of the Concessionaire within a period of thirty (30) days.
6.3.3 When the need arises for an unscheduled closure in order to undertake emergency
maintenance during an academic year (“Unscheduled Closure”), the
Concessionaire shall advise the Implementing Agencies of such need and the
commencement and estimated duration of such work. The Implementing
Agencies shall allow the Concessionaire to schedule such outage within a period
of time that is reasonable under the circumstances and not exceeding the time
required by Good Industry Practice. The Concessionaire shall advise the
Implementing Agencies of the above matters by a notice in writing, and the
Implementing Agencies shall respond within three (03) days from receiving such
notice. In case an extension is required in the Unscheduled Closure period, such
extension shall be subject to the prior written approval of the Implementing
Agencies.
6.3.4 If the Concessionaire ceases to operate the Institute for a period of thirty (30)
consecutive days, other than due to a Force Majeure Event or an Unscheduled
Closure, then the Implementing Agencies shall be entitled to step-in and
undertake O&M and perform the O&M Works at such Institute until the
Concessionaire demonstrates to the satisfaction of the Implementing Agencies that
it can and will resume normal operation of such Institute.
6.3.5 If the Implementing Agencies have not notified the end of the step-in after the
expiry of a period of 90 (Ninety) Days starting from the date of step-in by the
Implementing Agencies, and except as otherwise agreed by the Parties, the O&M
Contract shall automatically be terminated for a Concessionaire Event of Default.
The exercise of the rights of the Implementing Agencies shall be at the cost, risk
and expense of the Concessionaire. The Implementing Agencies shall not be
required to make any payments to the Concessionaire during the time of step-in
other than those payments that are already due and payable to the Concessionaire
under this O&M Contract prior to the time of step-in.
6.4 APPLICABLE PERMITS AND APPLICABLE LAWS
6.4.1 The Concessionaire shall make any applications required in respect of and obtain
all Applicable Permits for the performance of the O&M Works, in accordance with
the provisions of the Applicable Laws. The costs of complying with this
requirement shall be borne solely by the Concessionaire.
6.4.2 The Implementing Agencies shall use reasonable endeavors to assist the
Concessionaire in obtaining the Applicable Permits from the relevant Government
Authorities; provided that the Concessionaire has complied with all the
requirements contained in the Applicable Laws for applying for such Applicable
Permits.
6.4.3 The Concessionaire shall comply with the conditions of all Applicable Permits, the
provisions of all Applicable Laws and with Good Industry Practice in carrying out
the O&M Works at the Institute at all times during the O&M Period.
6.5 RECORDS, REPORTING, ACCOUNTS AND AUDITS
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6.5.1 The Concessionaire shall maintain records (in soft format and hard format will be
provided if demanded) of all students/trainees, teachers/trainers, staff, books,
resources, equipment and compliance with the KPIs during the O&M Period and
for at least Five years from the date of the completion of this O&M Contract.
During the tenor of the contract, the Concessionaire may, on request of the
Primary Implementing Agency, provide digital data and digital access including
live video streaming of the Institute for monitoring purposes.
6.5.2 Not Used.
6.5.3 The Concessionaire shall maintain books of accounts, recording all expenditures
incurred during the O&M Period and payments received from the Primary
Implementing Agency and/or the Improvement Fund (if any, with the prior
written permission of the PSC) by it in regards to the Institute and/or the O&M
Works.
6.5.4 The Concessionaire shall deliver to the Independent Auditor, Independent Expert
and/or the Independent Expert (as applicable) with copy to the Implementing
Agencies, the following reports within the time specified below:
(a) Semi-annual reports in the form and manner mutually agreed between the
parties that shall include, but not limited to the performance of O&M
Works at the Institute, meeting/non-meeting of KPIs and a summary of
the income received and expenditure incurred during such six (6) months
prepared substantially in the form as agreed between the Parties, and
delivered to the Implementing Agencies in writing (by email or facsimile)
within 15 (Fifteen) Days after the end of each six (6) month period.
(b) Reports on any critical damage or security lapse at the Institute leading to
any interruptions or outages of the Institute within seven (07) Days of each
such occurrence.
(c) Reports on any material litigation (including any winding-up proceedings

or notice to commence winding-up), proceedings or material disputes, to
which the Concessionaire is a party, the appointment of a receiver or
administrator in relation to the business or assets of the Concessionaire and
any adverse orders or judgments passed by any Government Authorities
that affects or is likely to affect the performance of the O&M Works, as soon
as reasonably possible after the occurrence of such events.
6.5.5 Without limiting the Concessionaire’s obligations under Applicable Laws, during
the O&M Period and for a period of 1 (One) year thereafter, the Concessionaire
shall on demand produce to the Implementing Agencies all such evidence as may
be reasonably necessary to verify the accuracy of any statement, charge or
computation made pursuant to any of the provisions of this O&M Contract.
6.5.6 The Concessionaire shall make available to the Implementing Agencies and the
Independent Auditor, Independent Expert and/or the Independent Engineer (as
applicable) all books and records maintained by the Concessionaire upon a request
being made by any of them with prior intimation to the Primary Implementing
Agency. The Concessionaire shall cause its employees and agents to fully co-
operate and provide all assistance to the Implementing Agencies and the
Independent Auditor, the Independent Expert, and the Independent Engineer.
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6.5.7 The Implementing Agencies and the Independent Auditor, Independent Expert
and/or the Independent Engineer (as applicable) have the right to access, make
copies of all such books, records, accounts, financial statements, reports,
evaluations and any other information relating to the performance of the O&M
Works with prior intimation to the Primary Implementing Agency.
6.5.8 The Concessionaire shall provide the Implementing Agencies with 2 (two) copies
of its audited financial statements by the Independent Auditor, within 60 (Sixty)
Days of the close of each year of this O&M Contract.
6.5.9 The Concessionaire shall also provide the Implementing Agencies with 2 (two)
copies of the semi-annual KPI’s report duly reviewed and certified by the
Independent Auditor, within 30 (Thirty) Days of the end of each six (6) month
period to which they pertain.
6.5.10 If the Independent Auditor reports an inaccuracy in any statement or computation

that has resulted in an over-payment or an under-payment of an amount by a
Party (the “Payment Error”), the amount of such Payment Error shall be adjusted
in the next quarterly payment due immediately after receipt of notification from
the Independent Auditor of such Payment Error.
6.5.11 For avoidance of doubt, the Concessionaire is required to provide KPIs report on
semi-annual basis to the Implementing Agencies. The Parties agree that the
Independent Auditor shall conduct the financial audits in accordance with the
Applicable Laws at the end of each Financial Year and provide the audited
financial statements along with the audit report and audit opinion in accordance
with this O&M Contract.
6.5.12 Notwithstanding the above mentioned, the Concessionaire may provide the KPIs
report for the first six months’ period, which report shall not affect the Contract
Payments in respect of the first semi-annual period. Concessionaire is however
strictly required to adhere with the time-lines and frequency as mentioned in the
KPIs in respect of, inter alia, annual management plans, implementation
framework time-lines, annual scheme of studies and all other necessary
documentation as mentioned in the KPIs.
6.5.13 The Concessionaire shall generate detailed invoices in terms of this O&M Contract
to the Independent Auditor claiming the expenditure incurred (along with the
bills/ invoices for the amount spent) for the particular quarter including the
Management Fee.
6.6 PROVISION OF UTILITIES
6.6.1 Prior to the start of O&M Period, the Secondary Implementing Agency shall pay
all utility bills that are due up to the date of start of Installation Period and provide
evidence of the same to the Independent Auditor. From the commencement of
Installation Period, the Concessionaire shall be solely responsible for arranging for
all utilities for the operation and maintenance of the Institute.
6.6.2 Where the Concessionaire seeks to procure any utilities from Government
Authorities, the Secondary Implementing Agency shall use reasonable endeavors
to assist the Concessionaire in obtaining rates from such Government Authorities
that are no higher than the rates offered to public sector users of such utilities.
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7. CONTRACT AMOUNT PAYMENTS
7.1 CONTRACT AMOUNT PAYMENTS
7.1.1 Subject to the provisions of this O&M Contract and in consideration of the O&M
Works and the undertaking by the Concessionaire to perform and discharge its
obligations in accordance with the terms and conditions set out in this O&M
Contract, the Implementing Agencies agrees and undertakes to pay each Payable
Contract Amount Payment to the Concessionaire on its corresponding Contract
Amount Payment Date in accordance with the terms of this Agreement.
7.2 PAYMENT ADJUSTMENT EVENTS & PAYMENT ADJUSTMENT
7.2.1 The Contract Amount Payments payable by the Implementing Agencies to the
Concessionaire on each Contract Amount Payment Date shall be subject to
Contract Amount Payment Adjustment (as calculated in accordance with the
Contract Amount Payment Adjustment Formula) due to occurrence of the
Contract Amount Payment Adjustment Events during the Contract Amount
Payment Evaluation Period relating to such Contract Amount Payment Date.
7.2.2 The following events (as certified in writing by the Independent Auditor) shall
constitute the Contract Amount Payment Adjustment Events; provided, that the
same shall not constitute a Contract Adjustment Event in case the same results
from the Permitted Events (excluding the Non-Political Events)
(a) the Institute has remained out of operation at any time during an academic
year;
(b) Equal or more than 20% decrease from the target quantitative KPIs.
(c) The Concessionaire has failed to maintain the Institute in accordance with
qualitative KPIs and the provisions of this O&M Contract (as permitted in
the Reporting Forms, if applicable), irrespective of whether the Institute has
been functioning properly or not.
(d) the Independent Auditor determines that:
(i) the Concessionaire has failed to attain total requisite percentage or

has failed to attain the requisite percentage of any particular KPI
(provided, however, the non-meeting of KPIs in the first four
quarters of the Concession Period shall not constitute an Contract
Amount Payment Adjustment Event); and
(ii) The Concessionaire has failed to maintain the Institute in accordance

with the provisions of this O&M Contract (as permitted in the
reporting forms, if applicable), irrespective of whether the Institute
have been functioning properly or not.
(e) At the occurrence of Contract Amount Payment Adjustment Events, notice

of Contract Amount Payment Adjustment will be given to the
Concessionaire by Independent Auditor relating to compliance of unmet or
partially met KPIs. In case, the Concessionaire meets the prerequisite(s) as
set out in the notice of Contract Amount Payment on or before the end of
next quarter then the cost associated for the fulfillment of the unmet KPI or
partially met KPI should not be redeemed to the Concessionaire in the
corresponding quarter.
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(f) Notwithstanding the above, the notice for Contract Amount Payment shall
not be applicable on the last two (2) quarter of the academic year. Interlaid,
the unmet or partially met KPIs by the Concessionaire will be subject to
Contract Amount Payment Adjustment Events.
(g) In the event if the Institute is not operational during a given academic year
(as determined by the Independent Auditor), the same shall constitute an
Concessionaire Event of Default and the Implementing Agencies may at its
discretion terminate this O&M Contract in accordance with this O&M
Contract except in cases where the same is due to the Permitted Events.
7.2.3 INCENTIVE PAYMENT
In the event the Concessionaire ensures an enrollment figure that exceeds the
agreed-upon target, then the Concessionaire shall be entitled to part or full
Incentive Payments only in the event where the Concessionaire has raised and
credited funds in the Improvement Fund in accordance with section 7.6
(Improvement Funds & Management Fees). The same shall be payable in accordance
with the table below (the “Management Fee Incentive Amounts”).
Provided, such disbursement of the Incentive Payments shall be subject to

approval from the PSC in favor of the Concessionaire.
Provided further, the Concessionaire shall not be entitled to any such Incentive
Payments (for the extra enrollment that exceeds the agreed-upon target) if the
afore-stated condition mentioned in this article is not met.
In the event the Concessionaire has raised the requisite funds in accordance with
the afore-stated provision mentioned in this article, the Concessionaire shall be
paid the Management Fee Incentive Amounts, as per the following slabs.
SR. NO SLAB INCREASE IN MANAGEMENT FEE
1. Increase in enrollment up to No increase

10%
2. 11-24% increase in 10% fee on applicable on over and

enrollment above students
3. 25-49% increase in 20% fee on applicable on over and

4. More than 50% increase in 30% fee on applicable on over and

7.3 DETERMINATION OF THE PAYMENT ACCOUNT FUNDING AMOUNT, PAYABLE CONTRACT

AMOUNT PAYMENT & ISSUANCE OF PAYMENT CERTIFICATES
7.3.1 Within Fifteen (15) days of the Contract Amount Payment Evaluation Date
relating to a Contract Amount Payment Date, the Concessionaire shall submit
KPIs report to the Independent Expert; subsequently the Independent Expert shall
issue verified evaluation report within next fifteen (15) days to the Independent
Auditor with a copy to Implementing Agencies and Concessionaire. The
Independent Auditor shall issue a written certificate in respect of such Contract
Amount Payment Date (the “Contract Amount Payment Certificate”) to the
Implementing Agencies and the Concessionaire.
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(a) the Contract Amount Payment Adjustment Events (excluding the first four
(4) quarters) occurring in the Contract Amount Payment Evaluation Period
relating to such Contract Amount Payment Date;
(b) the Contract Amount Payment Adjustment along with Contract Amount
Payment Adjustment Event notice as calculated on the basis of the Contract
Amount Payment Adjustment Events occurring in the Contract Amount
Payment Evaluation Period relating to such Contract Amount Payment
Date;
(c) the Payable Contract Amount Payment to be paid on such Contract

Amount Payment Date;
(d) the Contract Payment Account Funding Amount to be funded by the

Implementing Agencies;
(e) the quarterly fee payments to Independent Expert and Independent

Auditor as per the payment schedule of Independent Expert Agreement
and Independent Auditor Agreement; and
(f) The calculation of applicable taxes, which are to be deducted by the

Implementing Agencies being Withholding Agent, from the quarterly
Contract Amount Payment.
7.3.2 Subject to the Contract Amount Payment Certificate, the Secondary Implementing
Agency shall process and transfer the Contract Amount Payment to the PPP Unit’s
designated account bearing account number PK50NBPA0173003178298344
established by the PPP Unit at National Bank of Pakistan, Civil Secretariate Quetta
(the “PPP Unit Designated Account”).
7.4 FUNDING AND PAYMENT
7.4.1 The Primary Implementing Agency shall ensure that the PPP Unit, within at least
fifteen (15) days of the receipt of the Contract Amount Payment Certificate, deposit
the Payable Contract Amount Payment into the Concessionaire’s Contract
Amount Payment Account.
7.4.2 Following issuance of the Contract Amount Payment Certificate by the

Independent Auditor; the Concessionaire and the Independent Auditor (where
applicable) shall (at least five (05) days prior to the Contract Amount Payment
Date relating to such Contract Amount Payment Certificate): deliver an invoice
(together with copies of the Contract Amount Payment Certificate appended
thereto) to the Implementing Agencies in triplicate demanding payment of the
Payable Contract Amount Payment from the PPP Unit Designated Account (the
“Contract Amount Payment Invoice”).
7.4.3 Following receipt of the Contract Amount Payment Certificate and the Contract
Amount Payment Invoice, the Implementing Agencies shall ensure that the PPP
Unit (after performing necessary due diligence) issues a cross check in the name
of Concessionaire shall be deposited in the Concessionaire’s Contract Amount
Payment Account.
7.4.4 Any Dispute between the Parties in respect of any matters set out in the Contract
Amount Payment Certificate shall be resolved in accordance with the provisions
of Article 18, provided however such Dispute shall not affect the payment of the
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Payable Contract Amount Payment (as set out in the Contract Amount Payment
Certificate) to the Concessionaire in accordance with the provisions of Article 17;
provided, further, that following resolution of such Dispute, adjustments to the
Contract Amount Payments (to the extent required) shall be made in accordance
with the determination/resolution of the Dispute.
7.5 PPP UNIT DESIGNATED ACCOUNT
7.5.1 The Implementing Agencies shall ensure that the PPP Unit establishes and
maintains the PPP Unit Designated Account within fifteen (15) days from the
signing of this Agreement and until the Expiry Date or on the disbursement of the
last Payable Contract Amount Payment . The PPP Units Designated Account shall
be maintained and controlled solely by the PPP Unit.
7.5.2 In the event of Termination of this O&M Contract, the Implementing Agencies
through PPP Unit shall ensure that the PPP Unit debits the PPP Unit Designated
Account in an amount equal to the Termination Compensation (as certified by the
Independent Auditor) by way of issuance of a cross check in the name of
Concessionaire to be deposited in the Concessionaire’s Contract Amount Payment
Account.
7.6 IMPROVEMENT FUND & MANAGEMENT FEES
7.6.1 The Concessionaire shall be authorized to raise the Improvement Fund through
donors or corporate entities as part of Corporate Social Responsibility (CSR),
which shall be raised for the Institute and shall be utilized for the improvement
and development of the Institute.
7.6.2 Each transaction for depositing monetary resources into the Improvement Fund
by donors or other resources shall be approved by the PSC under intimation to the
Independent Auditor by way of submitting details of the donors and the amounts
being donated by the same to the Implementing Agencies. The Concessionaire
shall enter into written consent with the approval of the Implementing Agencies.
7.6.3 However, such funds shall be deposited into the Improvement Fund Account,
which shall be monitored and audited by the Independent Auditor.
Notwithstanding anything contained herein, on the Transfer Date after
completion of this O&M Contract including extensions, if any amounts are
available in the Improvement Fund, subject to any settlements or set-offs that may
be required to be made, all those amounts of Improvement Fund shall be carried
forward to the Balochistan PPP Authority (designated account) for executing the
affairs of the Institute, till proper funding mechanism is devised by the Secondary
Implementing Agency after the Completion Date.
7.6.4 The Parties agree that the Primary Implementing Agency shall be solely
responsible for payment of the Management Fee through the PPP Unit. The same
shall be paid on a quarterly basis in advance, as per the schedule outlined in
SCHEDULE – X (Management Fee) on the Contract Amount Payment Date.
7.6.5 The Primary Implementing Agency through PPP Unit shall debit an account
designated and notified by the Implementing Agency on each Contract Amount
Payment Date in an amount equal to the Management Fee by way of issuance of a
cross check and credit the same to the Concessionaire’s Contract Amount Payment
Account.
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7.7 PAYMENT IN RESPECT OF PROCUREMENT OF ASSETS
7.7.1 At least five (5) days prior to issuance of the Notice to Proceed, the Implementing
Agencies shall deposit the One Time Asset Procurement Amount into the PPP Unit
Designated Account.
7.7.2 Following issuance of the Notice To Proceed, the Concessionaire shall submit an
invoice (the “One Time Asset Procurement Invoice”) to the Independent Auditor,
in accordance with the Financial Model, for debiting the One Time Asset
Procurement Amount standing to the credit of the PPP Unit Designated Account
(in accordance with section 7.7.1 above) and crediting of the same to the
Concessionaire’s Contract Amount Payment Account by way of issuance of a cross
check in the name of Concessionaire to be deposited in the Concessionaire’s
Contract Amount Payment Account for an amount equal to the One Time Asset
Procurement Amount.
7.7.3 Subsequently the Independent Auditor shall issue an approved copy of the One
Time Asset Procurement Invoice (the “Approved One Time Asset Procurement
Invoice”) to the Implementing Agencies and Concessionaire within five (5) days
from receipt of the One Time Asset Procurement Invoice (in accordance with
section 7.7.2 above).
7.7.4 Following receipt of the Approved One Time Asset Procurement Invoice, the
Implementing Agencies shall notify (in writing) the PPP Unit to issue a cross check
in the name of Concessionaire to be deposited in the Concessionaire’s Contract
Amount Payment Account for an amount equal to the One Time Asset
Procurement Amount debit the One Time Asset Procurement Amount and credit
the same to the Concessionaire Contract Amount Payment Account within five (5)
days from receipt of the Approved One Time Asset Procurement Invoice by the
Implementing Agencies.
8. GENERAL COVENANTS
8.1 COVENANTS DURING THE O&M PERIOD
8.1.1 The Concessionaire agrees and undertakes that throughout the term of this O&M
Contract:
(a) It shall retain and maintain the Institute in peaceful possession, in

accordance with Good Industry Practices, and enjoy the benefits of the
Institute in accordance with this O&M Contract.
(b) It shall perform all its obligations under this O&M Contract and ensure
that it satisfies the KPIs.
(c) Except as specifically permitted under this O&M Contract, it shall not
vacate or part with the possession of the Institute.
(d) During the entire O&M Period, the Concessionaire shall obtain all
Applicable Permits that are required for all activities contemplated under
this O&M Contract including the operation of the Institute
unconditionally, or if such Applicable Permits are subject to conditions,
then complying with all such conditions such that such Applicable Permits
are and shall be kept in full force and effect for the entire O&M Period.
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(e) It shall satisfy, unless deferred or waived, the Conditions Precedent
relevant to it, on or prior to the CP Completion Date.
(f) It shall commence and complete the entire Installation Works within the
Installation Period.
(g) It shall achieve the CP Completion Date prior to the expiry of Installation
Period.
(h) It shall follow the approved curriculum and shall use the reading materials
and other books prescribed and/or provided by the relevant
accreditation/certification bodies/authorities. Without prejudice to the
foregoing, the Concessionaire shall be free to assign any additional and/or
new reading materials, books or methods of learning for value addition
that are permitted under the Applicable Laws.
(i) It shall, prior to ten (10) days of commencement of Installation Period,

submit a monthly plan to the Implementing Agencies for conducting the
Installation Works as per the approved detailed design, relevant
specifications and applicable standards, with a copy to the Independent
Auditor.
(j) It shall ensure expenditure and costs associated with the performance of
the obligations as contemplated under this O&M Contract in pursuance of
the Financial Bid having taken into account the existing and anticipated
enrollment of students in the Institute.
(k) It shall ensure compliance with all Applicable Laws.
(l) It shall undertake the provision of security of the Institute.
(m) It shall not change anything in the Institute without any prior written
consent/approval of the Implementing Agencies.
8.1.2 At all times before, during or after the O&M Period, the Concessionaire shall hold
harmless and indemnify all the staff of the Implementing Agencies from and
against all loss, liability, damage, cost, expense, interest, fines, penalties, claims
and amounts paid in settlement, suffered, incurred, paid or payable by the
Implementing Agencies in relation to or arising from the Concessionaire’s use of
the Institute or any part thereof. Notwithstanding anything to the contrary, all
risks (including any claims and liabilities) relating to the right, title and interests
of the Secondary Implementing Agency in the Institute or any part thereof shall,
during or after the O&M Period, vest with the Secondary Implementing Agency.
8.1.3 Notwithstanding anything to the contrary contained in Article 8.1.1 above, the
Concessionaire agrees that:
(a) The Implementing Agencies and its representatives/nominees shall have

full rights to enter upon, access and utilize the Institute, for the purpose of
monitoring the performance and activities of the Concessionaire under or
pursuant to this O&M Contract.
(b) The Implementing Agencies and the Independent Auditor, the Expert and
the Engineer shall have full rights to enter upon, access and utilize the
Institute, for the purpose of exercising their rights and fulfillment of their
duties under this O&M Contract.
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(c) Government Authorities shall have the right to enter upon and access the
Institute in accordance with the Applicable Law; provided that such access
does not unreasonably interfere with or hinder the performance of the
Concessionaire. The Implementing Agencies shall use its best endeavors
to notify the Concessionaire prior to exercising any rights under this
Article 8.1.3.
8.1.4 The Concessionaire shall not engage in (and shall not authorize or permit any
affiliate or any other Person acting on its behalf to engage in), with respect to the
Project or any transaction contemplated by this O&M Contract, any sanction-able
Practices.
9. PERFORMANCE SECURITY
9.1 SUBMISSION OF PERFORMANCE SECURITY
9.1.1 The Concessionaire shall deliver the Performance Security amounting to PKR
40,000,000/- (Pakistani Rupees Forty Million Only) to the Primary Implementing
Agency at least thirty (30) days prior to the CP Completion Date substantially in
the form set out under SCHEDULE – VI (Concessionaire’s Form Of Performance
Security).
9.1.2 The Performance Security shall become effective simultaneously upon issuance
and should be free of any operational (conditional) clause. The Performance
Security shall not be secured through any of the assets comprising Institute. The
Performance Security shall secure the Concessionaire’s obligations, liabilities,
payments, indemnities, representations, guarantees, warranties and
responsibilities under this O&M Contract, including the integrity and quality of
the Concessionaire’s and its contractors’ workmanship, the timely and continuous
performance of the O&M Works during the Operation Period, the quality and
quantity of any equipment, materials, items and components supplied, the
performance of O&M Works by the Concessionaire and compliance of the same
with the Applicable Standards and all other works and services to be provided by
the Concessionaire under this O&M Contract.
9.1.3 All costs, expenses, fees and other charges of any nature, in each case, associated
with the issuance, maintenance and encashment of the Performance Security are
solely on account of the Concessionaire.
9.2 MAINTAINING THE PERFORMANCE SECURITY
9.2.1 The Performance Security provided by the Concessionaire shall remain in force
and effect until the date that falls on the expiry of the O&M Period.
9.3 PERFORMANCE SECURITY EXPIRY DATE
9.3.1 Notwithstanding anything to the contrary, the Concessionaire hereby undertakes

and agrees that the Performance Security shall remain valid:
(a) in case of Termination, at least for one (1) year after the Termination Notice
has been issued;
(b) in case of expiry of this O&M Contract on the Expiry Date, one (1) year
after the Expiry Date.
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(in each case, the “Performance Security Expiry Date”)
9.4 EXTENSION OF THE PERFORMANCE SECURITY
9.4.1 If the Performance Security is scheduled to expire prior to the Performance

Security Expiry Date, then the Primary Implementing Agency shall notify the
Concessionaire of the same at least 30 (Thirty) Days prior to the scheduled expiry
of the Performance Security, and the Concessionaire shall (notwithstanding such
notification) arrange for an extension of the Performance Security such that it
remains valid and in full force and effect until the Performance Security Expiry
Date. If the Concessionaire fails to extend the Performance Security in terms of this
Article, the Primary Implementing Agency shall be entitled to draw-down the
Performance Security (without any notice, reference or prior recourse to the
Concessionaire or any other Person) in full. The amount so received shall be
treated as a cash-retention and to the extent that there are no outstanding claims
thereto, shall be released upon submission of a new Performance Security
acceptable to the Primary Implementing Agency or upon the Performance
Security Expiry Date.
9.5 PRIMARY IMPLEMENTING AGENCY RIGHT TO DRAW ON THE PERFORMANCE SECURITY
9.5.1 The Primary Implementing Agency shall have the right to draw on the
Performance Security (without any notice, reference or prior recourse to the
Concessionaire or any other Person) upon the Concessionaire’s failure to honor
any of its relevant obligations, responsibilities or commitments under this O&M
Contract, subject to written recommendation of the Independent Auditor.
10. EMPLOYEES
10.1 CONCESSIONAIRE’S EMPLOYEES
10.1.1 The Concessionaire shall employ and shall be entitled to directly offer
employment to any suitably qualified, experienced and skilled personnel (the
“Concessionaire’s Employees”) based on the agreed upon and predefined ToRs,
on such terms and conditions as it deems fit, subject to Good Industry Practice and
Applicable Laws, for the purpose of undertaking the operations, management and
maintenance of the Institute and the performance of the O&M Works in
accordance with the requirements set out in this O&M Contract.
10.1.2 The Implementing Agencies are not and shall not be treated as the “principal
employer” of or be deemed to have any contractual or other relationship with the
Concessionaire’s Employees under any of the Applicable Laws or Applicable
Permits relating to labor issues. The Concessionaire shall hold harmless and
indemnify the Implementing Agencies against all losses that arise or that are
incurred as a result of any claims made against the Implementing Agencies in
respect of matters relating to health and safety and the employment or welfare of
the Concessionaire’s Employees.
10.1.3 The Concessionaire shall be solely responsible to remunerate and make other
payments, as per the relevant contracts, to the Concessionaire’s Employees. The
Concessionaire shall also be responsible for and shall indemnify the Implementing
Agencies against any costs or losses suffered by the Implementing Agencies in
respect of any misconduct, violation of law, malpractice or mistreatment of
students by any of the Concessionaire’s Employees.
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10.1.4 The Concessionaire shall be solely responsible for the acts, omissions, failure to
perform, breaches or defaults of the Concessionaire employees of the Applicable
Standards as fully as if they were the acts, omissions, failures, breaches or defaults
of the Concessionaire of the Applicable Standards under this O&M Contract.
11. EMERGENCY STEP-IN
11.1 SUSPENSION OF O&M WORKS BY THE IMPLEMENTING AGENCIES
11.1.1 Upon the occurrence of an Emergency, the Implementing Agencies reserves the
right to suspend the performance of the O&M Works by the Concessionaire and
to step-in and take control over whole and any part of the O&M Works and the
performance of the O&M Works on a temporary basis. The Implementing
Agencies may only exercise such right of suspension by issuing a prior written
notice of at least 48 (Forty-Eight) hours (with cut-off date). The notice shall set out
the following, to the extent possible in light of the circumstances of Emergency:
(a) The nature of the Emergency and the reason for the step-in.
(b) The date on which the O&M Works are suspended.
(c) The likely duration of the suspension.
(d) The effect of the suspension on the Concessionaire and any reasonable
obligations of assistance required of the Concessionaire during the
suspension period.
11.2 CONSEQUENCES OF SUSPENSION OF O&M WORKS
11.2.1 During the suspension of the performance of the O&M Works by the
Implementing Agencies pursuant to Article 11.1 above:
(a) The Concessionaire shall be relieved from its obligations to provide the
O&M Works but shall provide reasonable assistance to the Implementing
Agencies upon request.
(b) The Implementing Agencies shall be responsible for bearing all costs and
expenses in relation to the O&M (including any agreed or scheduled
maintenance) and the performance of the O&M Works.
(c) The Concessionaire shall be entitled to reimbursement of only actual

amount incurred as of the cut-off date by the Primary Implementing
Agency, during and in connection with such suspension and step-in.
11.3 TERMINATION OF THE O&M CONTRACT DUE TO SUSPENSION OF O&M WORKS
11.3.1 If the Implementing Agencies have not notified the end of the step-in after expiry
of 90 days starting from date of step in by Implementing Agencies, and except as
otherwise agreed by Parties, the Agreement shall automatically be terminated for
a Concessionaire Event of Default. The exercise of Implementing Agencies rights
under this article shall be at the cost, risk, and expense of the Concessionaire. The
Implementing Agencies shall not be required to make any payments to
Concessionaire during the time of step in other than those payments that are
already due and payable to Concessionaire under this O&M Contract prior to step
in.
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11.4 CONSEQUENCES OF TERMINATION OF THE O&M CONTRACT DUE TO SUSPENSION OF
O&M WORKS
11.4.1 On termination of this O&M Contract pursuant to Article 11.3 above, the Primary
Implementing Agency shall (subject to determinations and approval from the
Independent Engineer, Independent Auditor and Independent Expert) pay the
Termination Compensation to the Concessionaire. Only for the purpose of
determination of the Termination Compensation payable by the Primary
Implementing Agency, the suspension of the O&M Works to be provided by the
Concessionaire and the performance of O&M Works by the Implementing
Agencies in accordance with this Article 11 shall be treated as an Implementing
Agencies Event of Default unless the Emergency or step-in was caused by the
Concessionaire Event of Default.
11.5 OTHER CONSEQUENCES OF TERMINATION OF THIS O&M CONTRACT
11.5.1 All other consequences of termination that are set out in the provisions of this
O&M Contract shall apply.
12. AFFILIATION WITH THE NATIONAL AND/ OR FOREIGN UNIVERSITIES
12.1 The Concessionaire shall have the right to propose affiliating the Institute with any
national/foreign university, degree awarding institution, or certification / accreditation
body for the balanced professional growth of the human resource. Such proposal shall be
submitted to the Implementing Agencies in writing for approval along with the approval
of the PSC.
12.2 The Implementing Agencies shall have the right to consider and take appropriate
measures for the purpose of affiliating the Institute with any national and/or
internationally recognized university, provided, that such affiliation of any degree
program will be subject to fulfillment of the requisite standards of the Higher Education
Commission of Pakistan.
13. CHANGE-IN LAW
13.1 CONSEQUENCES OF QUALIFYING CHANGE IN LAW
13.1.1 If a Qualifying Change in Law occurs, then within 90 (Ninety) Days of its
occurrence either Party may notify the other expressing its opinion on its likely
effects, giving details of its opinion of:
(a) Any necessary change in the O&M Works to be performed.
(b) Whether any changes are required to the terms of this O&M Contract to
deal with such Qualifying Change in Law.
(c) Whether relief from compliance with obligations is required, including the
obligation of the Concessionaire to meet the KPIs, on occurrence of any
relevant Qualifying Change in Law.
(d) Any increase in costs or delay that will result from the Qualifying Change
in Law.
(e) Any Work that is required or no longer required as a result of a Qualifying

Change in Law taking effect during the O&M Period.
33
(f) in each case giving in full detail the procedure for implementing the
change in the O&M or in performance of the O&M Works.
13.1.2 A Party suffering from a Qualifying Change in Law shall not be entitled to claim
any relief under this Article 13.1 unless it has served the notice within the time
period set out in Article 13.1.1 above.
13.1.3 As soon as practicable after receipt of any notice from either Party under Article
13.1.1 above, the Parties shall discuss and attempt to agree the issues referred
therein and any ways in which the Concessionaire can mitigate the effect of (in
collaboration with and subject to evaluation of the Independent Engineer,
Independent Auditor and Independent Expert) the Qualifying Change in Law,
including:
(a) Providing evidence that the Concessionaire has used reasonable endeavors
to minimize any increase in costs and maximize any reduction in costs.
(b) Demonstrating to the Implementing Agencies that the Qualifying Change

in Law is the direct and primary cause of the increase in costs and/or delay
and the estimated increase in costs or delay could not reasonably be
expected to be mitigated or recovered by the Concessionaire.
(c) Demonstrating that any expenditure, which was anticipated to be incurred

to replace or maintain assets that have been affected by the Qualifying
Change in Law, has been taken into account in the amount stated in its
opinion presented under Article 13.1.1 above.
13.1.4 If the Parties have complied with Articles 13.1.1 and 13.1.2 above and the Parties
mutually agree or it is determined by the Independent Auditor that the
Concessionaire is required to incur additional capital expenditure or the
Concessionaire has suffered any increase in costs due to a Qualifying Change in
Law, then the Concessionaire shall (subject to the provisions of this Article 13.1)
be entitled to receive compensation from the Primary Implementing Agency either
by way of a lump-sum payment or by any other means that the Parties mutually
agree.
13.1.5 The quantum of relief (whether extension of time or compensation) that the
Concessionaire shall be entitled to under Article 13.1.4 above shall be as agreed by
the Parties or as determined by the Independent Auditor; provided always that
the Concessionaire shall only be entitled to relief that is reasonable for such
Qualifying Change in Law.
13.2 CONSEQUENCES OF FUNDAMENTAL CHANGE IN LAW
13.2.1 If a Fundamental Change in Law occurs or is shortly to occur, then either Party
may notify the other expressing its opinion on:
(a) The likely effects of such Fundamental Change in Law on the validity and
enforce-ability of this O&M Contract or on the rights and benefits accruing
to the Concessionaire; and
(b) The ability of the Parties to re-negotiate the terms of this O&M Contract to
mitigate the effects of such Fundamental Change in Law, while adhering
to the original commercial and financial position of the Parties.
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13.2.2 As soon as practicable after receipt of any notice from either Party under Article
13.2.1 above, the Parties shall meet to re-negotiate and agree on the amendments
to the terms of this O&M Contract.
13.2.3 If the Parties are unable to agree on necessary amendments to the terms of this
O&M Contract to give effect to the original commercial and financial position of
the Parties within a period of 90 (Ninety) Days from the date on which a notice is
issued under Article 13.2.1 above, then either Party shall be entitled to terminate
this O&M Contract by giving a notice of 30 (Thirty) Days.
13.2.4 On termination of this O&M Contract pursuant to Article 13.2.3 above, the
Primary Implementing Agency shall pay the Termination Compensation. Only for
the purpose of determination of the Termination Compensation payable by the
Primary Implementing Agency, the occurrence of a Fundamental Change in Law
shall be treated as an Implementing Agencies Event of Default.
14. INDEMNITY AND INSURANCE
14.1 INDEMNITY
14.1.1 The Concessionaire shall be responsible for, and indemnify the Implementing
Agencies, its employees, agents and contractors on demand from and against, all
liability for:
(a) Death or personal injury of any persons.
(b) Loss of or damage to property (including the Institute or other property

belonging to the Secondary Implementing Agency or for which the
Concessionaire is responsible).
(c) Non-compliance by the Concessionaire with Applicable Laws or

Applicable Permits.
(d) Actions, claims, demands, costs, charges and expenses (including legal
expenses) arising out or in relation to this O&M Contract.
(e) Any adverse site conditions or environmental damage at the Institute

(whether pre-existing or caused by or arising from the use of the Institute).
(f) Any proceedings against the Implementing Agencies by any relevant

Government Authority (including any withholding or deduction from
amounts payable to the Primary Implementing Agency by that
Government Authority) for failure of the Concessionaire to comply with
any of its obligations here-under which may arise out of, or in consequence
of, the operation and maintenance of the Institute, the performance of the
O&M Works and any other performance or non-performance by the
Concessionaire of its obligations under this O&M Contract.
(g) Any winding up proceedings in a court of law and/or any action for
malpractice and/or misadministration is filed against the Concessionaire
in a court of law
14.1.2 The Concessionaire shall not be responsible or be obliged to indemnify the

Implementing Agencies to the extent any injury, loss, damage, cost and expense
caused by the negligence or willful misconduct of the Implementing Agencies or
breach by the Implementing Agencies of its obligations under this O&M Contract.
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14.1.3 The Implementing Agencies shall have the right, but not the obligation, to contest,
defend, and litigate any claim, action, suit or proceeding by any third party alleged
or asserted against it in respect of, resulting from, related to or arising out of any
matter for which it is entitled to be indemnified under this O&M Contract, and the
reasonable costs and expenses thereof shall be subject to the indemnification
obligations of the Concessionaire.
14.2 INSURANCE
14.2.1 The Concessionaire shall at all times during the O&M Period, at its cost and
expense by utilizing the Installation Costs and Contract Amount Payments,
procure and maintain the insurances.
15. FORCE MAJEURE
15.1 FORCE MAJEURE EVENT
15.1.1 A “Force Majeure Event” shall mean any event or circumstance or combination
of events or circumstances (including the effects thereof) that is beyond the
reasonable control of a Party and that on or after the Effective Date materially and
adversely affects the performance by such affected Party (the “Affected Party”) of
its obligations under or pursuant to this O&M Contract; provided, however, that,
such material and adverse effect could not have been prevented, overcome or
remedied in whole or in part by the Affected Party through the exercise of
diligence and reasonable care, it being understood and agreed that reasonable care
includes acts and activities to protect the Institute from a casualty or other event
that are reasonable in light of the probability of the occurrence of such event, the
probable effect of such event if it should occur, and the likely efficacy of the
protection measures. Without limiting the generality of the foregoing, “Force
Majeure Events” here-under shall include each of the following events and
circumstances (including the effects thereof), but only to the extent that each
satisfies the requirements above:
(a) The following political events that occur inside or directly involve the
province of Balochistan and affect the Concessionaire’s ability to undertake
the O&M Works or operate the Institute (each a “Political Event”):
(i) Any act of war (whether declared or undeclared), invasion, armed

conflict or act of foreign enemy, blockade, embargo, revolution,
riot, insurrection, civil commotion, or act or campaign of terrorism
or political sabotage.
(ii) Any Lapse of Consent of which report to the Implementing

Agencies, and the Independent Auditor shall have been given
under provisions of this O&M Contract and that shall have existed
for more than thirty (30) consecutive days.
(iii) Any strike, work-to-rule, go-slow, or analogous labor action that is

politically motivated or is widespread or nationwide and that shall
have existed for more than thirty (30) consecutive days.
(b) The following events beyond the reasonable control of the affected Party
(each a “Non-Political Event”), including, but not limited to:
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(i) Lightning, fire, earthquake, tsunami, flood, storm, cyclone,
typhoon, or tornado.
(ii) Any Lapse of Consent of which report to the Implementing

Agencies, and the Independent Auditor shall have been given
under provisions of this O&M Contract and that shall have existed
for less than thirty (30) consecutive days.
(iii) Any strike, work-to-rule, go-slow, or analogous labour action that

is not politically motivated or is not widespread province-wide or
nationwide.
(iv) Explosion, chemical contamination, radioactive contamination or

ionizing radiation (except to the extent any of the foregoing events
or circumstances results directly from a Political Event, in which
case such event or circumstance shall constitute a Political Event).
(v) Epidemic or plague.
(c) Force Majeure Events shall expressly not include the following conditions,
events or circumstances:
(i) Late delivery or interruption in the delivery of any equipment or

consumables in respect of the Institute.
(ii) A delay in the performance of any Employee.
(iii) A breakdown in the Institute or any part thereof.
(iv) Normal wear and tear or random flaws in the Institute or the assets
located thereon provided that each of the events described in
clauses (c) (i), (ii), (iii) or (iv) shall constitute a Force Majeure Event
to the extent that such events or circumstances are caused by an
event or circumstance that is in itself a Force Majeure Event
whether experienced directly by the Concessionaire or the
Employees.
15.2 OBLIGATION TO NOTIFY
15.2.1 Notwithstanding anything contained herein, the Affected Party shall, as soon as
practicable, and in any case within three (03) days of the occurrence of a Force
Majeure Event or from the date of having knowledge thereof, notify the other
Party, of the occurrence of the Force Majeure Event by the issuance of a notice in
writing (the “Force Majeure Notice”).
15.2.2 The Affected Party shall provide all relevant details in respect of the Force Majeure
Event in the Force Majeure Notice, including but not restricted to the following:
(a) The nature and extent of the Force Majeure Event.
(b) The estimated Force Majeure Period.
(c) The nature of and the extent to which, performance of any of the Affected
Party’s obligations under this O&M Contract are affected by the Force
Majeure Event.
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(d) The measures which the Affected Party has taken or proposes to undertake
to alleviate/mitigate the impact of the Force Majeure Event and to resume
performance of such of its obligations that are affected by the Force
Majeure Event.
(e) Any other relevant information concerning the Force Majeure Event,
and/or the rights and obligations of the Parties under this O&M Contract.
15.2.3 The Parties shall, as soon as practicable upon the receipt of the Force Majeure
Notice and in any case within five days from the date of receipt of the same,
convene a meeting, along with the Independent Auditor, for the purpose of
conducting discussions, in good faith, and where necessary the Parties shall agree
to conduct inspections and/or surveys of the Institute in order to:
(a) Assess the impact of the underlying Force Majeure Event.
(b) To determine the likely duration of Force Majeure Period.
(c) To formulate damage mitigation measures and the steps to be undertaken

by the Parties for resumption of the obligations, the performance of which
had been affected by the Force Majeure Event.
15.2.4 The Affected Party shall, during the Force Majeure Period, provide to the other
Party with regular (not less than weekly) reports and such other information,
details and/or documents that the other Party may reasonably require.
15.3 CONSEQUENCE OF FORCE MAJEURE EVENT
15.3.1 Upon occurrence of a Force Majeure Event, the following shall apply:
(a) There shall be no Termination of this O&M Contract except in accordance

with the provisions of Article 15.5 below.
(b) In the event of occurrence of a Force Majeure Event:
(i) The time-lines for performance by the Concessionaire of its

relevant obligations to be performed shall be extended by the Force
Majeure Period (as determined by the Independent Auditor).
(ii) If the Independent Auditor determines, the Concessionaire shall be

excused from the fulfillment of the KPIs for the duration of the
Force Majeure Period, and the Parties may revise the KPIs to be
fulfilled by the Concessionaire for the academic year in which the
Force Majeure Event occurs.
(iii) All costs, fees, expenses and charges arising from and relating to
the Force Majeure Event shall be allocated in accordance with
provisions provided below; provided however that no relief,
including extension of time for performance of the O&M Works,
shall be granted to the Affected Party to the extent that such failure
or delay would nevertheless have been experienced by the Affected
Party had the Force Majeure Event not occurred.
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15.4 ALLOCATION OF COSTS ARISING OUT OF FORCE MAJEURE
15.4.1 Upon occurrence of a Non-Political Event, all Force Majeure Costs shall be on the
account of the Concessionaire and the GoB shall not be liable or responsible for
the same in any manner;
15.4.2 Upon occurrence of a Political Event, the GoB shall fund and bear the Force
Majeure Costs (as set out in a Relief Order) and in such case, the provisions of
Article 15 (Relief Extensions & Relief Compensations) shall apply.
15.4.3 Save and except as expressly provided in Article 15, neither Party shall be liable
in any manner whatsoever to the other Party in respect of any loss, damage, cost,
expense, claims, demands and proceedings relating to or arising out of occurrence
or existence of any Force Majeure Event or exercise of any right pursuant hereto.
15.5 TERMINATION NOTICE FOR FORCE MAJEURE EVENT
15.5.1 If a Force Majeure Events subsists for a continuous period of one hundred and
twenty (120) days, either Party may in its discretion Terminate this O&M Contract
by issuing a Termination Notice to the other Party; or in case of a Political Event,
the Implementing Agencies determines that the Force Majeure costs relating to the
same are unacceptable then the Implementing Agencies may in its discretion
Terminate this O&M Contract by issuing a Termination Notice to the
Concessionaire, in each case above, without being liable in any manner
whatsoever, save as provided in this Article 15.5 and Article 15.6 below, and upon
issue of such Termination Notice, this O&M Contract shall, notwithstanding
anything to the contrary contained herein, stand terminated forthwith; provided,
that before issuing such Termination Notice, the Party intending to issue the
Termination Notice shall inform the other Party of such intention and grant fifteen
(15) days’ time to make a representation, and may after the expiry of such fifteen
(15) days period, whether or not it is in receipt of such representation, in its sole
discretion issue the Termination Notice.
15.6 TERMINATION COMPENSATION FOR FORCE MAJEURE EVENT
15.6.1 The Primary Implementing Agency shall pay Termination Compensation, if any,
as a result of termination due to a Force Majeure Event in accordance with
provisions mentioned below in this O&M Contract.
15.7 FORCE MAJEURE DISPUTE RESOLUTION
15.7.1 In the event that the Parties are unable to agree in good faith about the occurrence
or existence of a Force Majeure Event, such Dispute shall be finally settled in
accordance with the Dispute Resolution Procedure; provided, that the burden of
proof as to the occurrence or existence of such Force Majeure Event shall be upon
the Party claiming relief and/or excuse on account of such Force Majeure Event.
15.8 EXCUSES FROM PERFORMANCE OF OBLIGATIONS
15.8.1 If the Affected Party is rendered wholly or partially unable to perform its
obligations under this O&M Contract because of a Force Majeure Event, it shall be
excused from performance of such of its obligations (except payment obligations)
to the extent it is unable to perform on account of such Force Majeure Event;
provided, that:
39
(a) The suspension of performance shall be of no greater scope and of no
longer duration than is reasonably required by the Force Majeure Event
and/or of the effects of the same.
(b) The Affected Party shall make all reasonable efforts to mitigate or limit
damage to the other Party arising out of or as a result of the existence or
occurrence of such Force Majeure Event and to cure the same with due
diligence.
(c) When the Affected Party is able to resume performance of its obligations
under this O&M Contract, it shall give to the other Party (with a copy to
the Independent Auditor) notice to that effect and shall promptly resume
performance of its obligations here-under.
16. EVENTS OF DEFAULT (EOD)
16.1 CONCESSIONAIRE’S EVENT OF DEFAULT
16.1.1 A “Concessionaire Event of Default” means any of the following events arising
out of any acts or omissions of the Concessionaire and which have not occurred
as a direct consequence of any Implementing Agencies Event of Default, a
Qualifying Change in Law, a Fundamental Change in Law or a Force Majeure
Event and (unless otherwise provided for in this O&M Contract) where the
Concessionaire has failed to remedy the defects specified in the Remedial Action
Notice:
(a) Abandonment by the Concessionaire which means a cessation of the

performance of O&M Works or other obligations of the Concessionaire for
a period of 30 (Thirty) Days.
(b) The breach by the Concessionaire of its obligations to maintain insurances

in accordance with the provisions of this O&M Contract.
(c) The breach by the Concessionaire of its material obligations under this
O&M Contract.
(d) complete closure and/or non-availability of Institute, (excluding

scheduled outage as prescribed by the Govt. from time to time), for a
period of 30 (Thirty) Days consecutively.
(e) Any material representation made or warranties given by the

Concessionaire under this O&M Contract being false or misleading.
(f) Failure of the Concessionaire to procure and maintain a valid Performance

Security.
(g) Breach of the Concessionaire’s obligations under this O&M Contract.
(h) in the event either of the JV Partners and/or the entering into liquidation
or similar state or if any order is made for the compulsory winding up or
dissolution of the JV Partners and/or the Concessionaire or if the JV
Partners and/or the Concessionaire becomes unable to pay its debts as
they fall due or the appointment of a receiver or administrator in respect
of the JV Partners and/or the Concessionaire, its business and assets or any
re-structuring, re-organization, amalgamation, arrangement or
compromise affecting the JV Partners and/or the Concessionaire’s ability
40
to fulfill its obligations under this O&M Contract or that otherwise has or
may have a Material Adverse Effect (in the reasonable opinion of the
Implementing Agencies).
(i) The occurrence of a sanction-able Practice.
(j) Failure of the Concessionaire to make any payments that are due to be
made to the Implementing Agencies under this O&M Contract, and if such
failure is not cured within a period of sixty (60) days.
(k) Creation of any encumbrance on the Institute in favor of any person save
and except as otherwise expressly permitted in terms of this O&M
Contract.
16.2 IMPLEMENTING AGENCIES EVENT OF DEFAULT
16.2.1 A “Implementing Agencies Event of Default” means any of the following events,
unless such an event has occurred as a consequence of the Concessionaire Event
of Default, a Qualifying Change in Law, a Fundamental Change in Law or a Non-
Political Event and only where the Implementing Agencies has failed to remedy
the defects specified in the Remedial Action Notice issued within the Remedial
Period:
(a) Failure to maintain and/or fund the amounts payable by the Secondary
Implementing Agency to Concessionaire by way of the PPP Unit in
accordance with the provisions of this O&M Contract.
(b) Breach of the obligations with respect to transfer or assignment of its rights
and obligations under this O&M Contract.
(c) Any material representation made or warranties given by the

Implementing Agencies under this O&M Contract being false or
misleading.
(d) A failure by the Implementing Agencies to fulfill any other material

(e) Failure of the Implementing Agencies to make any payments that are due
to be made to the Concessionaire under this O&M Contract, and if such
failure is not cured within a period of ninety (90) days.
17. REMEDY OF DEFAULTS AND TERMINATION PROCEDURE
17.1 PERFORMANCE OF OBLIGATIONS
17.1.1 If at any time either Party has failed to perform any of its obligations under this
O&M Contract and that failure is capable of remedy, then the other Party may
serve a notice (the “Remedial Action Notice”) requiring such Party to remedy that
failure (and any damage resulting from that failure) within a justified period (the
“Remedial Period”).
17.1.2 If the Party, on whom a Remedial Action Notice is served, fails to remedy the
Event of Default within the justified Remedial Period, or if no Remedial Action
Notice is given, the non-defaulting Party may deliver a notice to the defaulting
Party stating its intention to terminate this O&M Contract (the “Notice of Intent
41
to Terminate”). The Notice of Intent to Terminate shall specify with reasonable
detail, the grounds on which termination is sought and any relevant defaults
committed by the defaulting Party.
provided in case of Section 16, Implementing Agencies shall have the right to
immediately deliver a notice of intent to terminate without any obligation to first
serve a remedial action notice or to provide a remedial period to the
Concessionaire.
17.1.3 The provisions of this O&M Contract, to the fullest extent necessary to give effect
thereto, shall survive the term of this O&M Contract or the termination of this
O&M Contract and the obligations of Parties to be performed or discharged
following the termination of this O&M Contract, shall accordingly be performed
or discharged by the Parties.
17.2 CONSEQUENCES OF DEFAULT
17.2.1 Event of Default Remedy Period
(a) Following the service of the Notice of Intent to Terminate, the defaulting
Party shall have a period of not less than 60 (Sixty) Days (the “EOD
Remedy Period”) to cure the Event of Default.
(b) During the EOD Remedy Period, the defaulting Party may continue to
undertake efforts to cure the Event of Default. During the EOD Remedy
Period, the Parties shall continue to perform such of their respective
obligations under this O&M Contract, which are capable of being
performed with the objective, as far as possible, of ensuring continued
availability of the Project and the continued performance of the O&M
Works, failing which the Party in breach shall be liable to compensate the
other Party for any loss or damage occasioned or suffered on account of
breach of conditions of this O&M Contract.
17.2.2 Withdrawal of Notice of Intent to Terminate
(a) If, during the EOD Remedy Period, the defaulting Party rectifies or
remedies the Event of Default to the satisfaction of the other Party or the
other Party is satisfied with steps taken or proposed to be taken by the
defaulting Party or the Event of Default has ceased to exist, the other Party
shall withdraw the Notice of Intent to Terminate in writing.
(b) If following the end of the EOD Remedy Period, the breach has not been
remedied or the defaulting Party has not taken steps or proposed to take
steps to remedy the Event of Default to the satisfaction of the innocent
Party, then the other Party shall be entitled to issue the Termination Notice
to the defaulting Party, whereupon this O&M Contract shall terminate
forthwith.
17.3 ACCRUED RIGHTS AND LIABILITIES
17.3.1 Notwithstanding anything to the contrary contained in this O&M Contract, any
termination of this O&M Contract pursuant to the provisions contained herein
shall be without prejudice to accrued rights of either Party including its right to
claim and recover damages and other rights and remedies, which it may have in
law or contract. All accrued rights and obligations of either Party under this O&M
Contract, including without limitation, all rights and obligations with respect to
42
Termination Compensation, shall survive the termination of this O&M Contract,
to the extent such survival is necessary for giving effect to such rights and
obligations.
17.3.2 Nothing in this Article 17.3 shall prevent or restrict the right of the Implementing
Agencies to seek injunctive relief or a decree of specific performance or other
discretionary remedies of the court.
17.4 CONSEQUENCES OF TERMINATION
17.4.1 If this O&M Contract is terminated prior to its expiry:
(a) by the Implementing Agencies due to Concessionaire Event of Default,
(i) The right of the Concessionaire to the O&M Costs and/or the
Contract Amount Payments shall stand terminated with
immediate effect and no O&M Costs and/or the Contract Amount
Payments shall accrue and / or be payable to the Concessionaire
from the date of the Termination Notice; provided, however, the
Implementing Agencies shall effect payment of the undisputed,
accrued and unpaid O&M Costs and/or the Contract Amount
Payments up to the date of the Concessionaire’s receipt of the
Termination Notice.
(ii) The Concessionaire shall immediately and in any event on the

Transfer Date, hand-over the Institute to the Secondary
Implementing Agency in accordance with the Taking-Over
Criteria.
(iii) The Primary Implementing Agency shall pay to the Concessionaire

on or prior to the Termination Compensation Date, by way of
Termination Compensation, an amount determined in accordance
with provisions of this O&M Contract below.
(b) by the Concessionaire due to an Implementing Agencies Event of Default,
(i) The Implementing Agencies shall pay to the Concessionaire on or

prior to the Termination Compensation Date, by way of
Termination Compensation, an amount determined in accordance
with Article 18 below.
by any Party as result of a force majeure event or fundamental change in law (i)
Contract amount shall stand terminated (ii) handover facility (iii) Implementing
Agencies will not be required to make any further payments to Concessionaire on
account of such termination.
17.5 RIGHTS OF THE AUTHORITY ON TERMINATION AND/ OR FINAL EXPIRY DATE
17.5.1 In case of Termination of this O&M Contract for any reason whatsoever and
subject to receipt by the Concessionaire of the Termination Compensation (if
applicable) on or prior to the Transfer Date or in case of expiry of this O&M
Contract on the Expiry Date, the Implementing Agencies shall, on the Transfer
Date, have the power and authority to:
(a) Take possession and control of the Institute.
43
(b) Prohibit the Concessionaire and any person claiming through or under the
Concessionaire from entering upon the Institute or any part thereof.
17.6 MODE OF PAYMENT
17.6.1 Notwithstanding any instructions to the contrary issued or any dispute raised by
the Concessionaire, the Termination Compensation, and all other payments that
are or may be payable by the Implementing Agencies under any of the provisions
of this O&M Contract shall be made only by way of credit directly to the
Concessionaire’s Payment Account.
17.6.2 Notwithstanding anything to the contrary contained in this O&M Contract, any
Termination pursuant to the provisions of this O&M Contract shall be without
prejudice to accrued rights of either Party including its right to claim and recover
money damages and other rights and remedies which it may have in law or
contract. All rights and obligations of either Party under this O&M Contract,
including without limitation Termination Compensation, shall survive the
Termination of this O&M Contract to the extent such survival is necessary for
giving effect to such rights and obligations.
18. TERMINATION COMPENSATION
18.1 CONSEQUENCES OF TERMINATION
18.1.1 Termination Due to Concessionaire Event of Default:
Upon termination of this O&M Contract on account of Concessionaire’s Event of

Default at any time, the Concessionaire shall pay to the Primary Implementing
Agency, as Termination Compensation, an amount equal to the value of the
Performance Security. In this regard the Primary Implementing Agency may, as
the Termination Compensation due from the Concessionaire, encash the entire
Performance Security and any other amounts as may be determined by the
Independent Auditor.
18.1.2 Termination Due to Implementing Agencies Event of Default, Political Event or

Fundamental Change in Law:
(a) Upon termination of this O&M Contract due to an Implementing Agencies

Event of Default, the Implementing Agency shall pay to the
Concessionaire, as Termination Compensation, an amount of PKR 20
million (PkR Twenty Million) - or operational cost actually accrued until
EoD, whichever is higher in accordance with a demand being made by the
Concessionaire in writing and duly certified by Independent Auditor,
Independent Engineer and/or Independent Expert.
(b) Upon termination of this O&M Contract due to a Political Event or a

Fundamental Change in Law, the Primary Implementing Agency shall pay
to the Concessionaire, as Termination Compensation, an amount (as
certified by the Independent Auditor, Independent Engineer and/or
Independent Expert) that is mutually agreed between the Parties in
accordance with a demand being made by the Concessionaire in writing.
18.1.3 Termination Due to Non-Political Event:
44
Upon termination of this O&M Contract due to a Non-Political Event, neither of
the Parties shall be liable to make any payments to each other in respect of
Termination Compensation.
18.2 CALCULATION AND PAYMENT OF TERMINATION COMPENSATION
18.2.1 The final amount of the Termination Compensation payable pursuant to this
O&M Contract shall be calculated by the Independent Auditor. The Independent
Auditor shall submit a written report to the Parties setting out his findings within
30 (Thirty) Days of the date on which either Party first sends him a written request
to calculate the Termination Compensation. The Parties shall provide all
reasonable assistance to the Independent Auditor in order to enable him to achieve
his mission within the prescribed deadline, including, as regards to the
Concessionaire, by giving full access to its accounts. The findings of the
Independent Auditor as set out in his written report shall be final and binding on
the Parties, save to the extent of any manifest error.
18.2.2 The Termination Compensation shall become due and payable to the
Concessionaire by the Implementing Agencies within 60 (Sixty) Days of a demand
being made by the Concessionaire, by way of written notice, for the amount set
out in the Independent Auditor’s written report.
18.3 FULL AND FINAL SETTLEMENT
Notwithstanding anything to the contrary elsewhere in this O&M Contract, any

Termination Compensation determined pursuant to this Article 18 shall, once paid, be in
full and final settlement of any claim, demand and/or proceedings of the Concessionaire
against the Implementing Agencies, in relation to any misrepresentation, breach and/or
termination of this O&M Contract and the Concessionaire shall be excluded from all other
rights and remedies in respect of such misrepresentation, breach and/or termination.
19. DISPUTE RESOLUTION
19.1 PRELIMINARY SETTLEMENT
19.1.1 Amicable Settlement
If any dispute or difference or claims of any kind arises between the Implementing
Agencies and the Concessionaire in connection with construction, interpretation
or application of any terms and conditions or any matter or thing in any way
connected with or in connection with or arising out of this O&M Contract, or the
rights, duties or liabilities of any Party under this O&M Contract, whether during
the O&M Period or on expiry thereof, whether before or after the termination of
this O&M Contract (the “Dispute”), then the “Dispute Resolution Committee”
which shall comprise of two representatives, each from the Implementing
Agencies and the Concessionaire, along with the Independent Auditor, being duly
notified by the Implementing Agencies as the “Dispute Resolution Committee”
shall meet at the request of any Party or Parties of this O&M Contract, in an effort
to resolve such Dispute by discussion between them. The Independent Auditor
shall chair the Dispute Resolution Committee in this regard.
19.1.2 The Dispute Resolution Committee shall meet as and when necessary, from time
to time and attempt in good faith and use their best endeavors at all times to
resolve the Dispute and produce written terms of settlement. If the Dispute is not
resolved by discussion between the Parties through Dispute Resolution
Committee, as evidenced by the signing of the written terms, within 30 (Thirty)
45
Days of raising such Dispute, the Dispute shall be resolved in accordance with
Article 19.2 below.
19.1.3 The existence, nature and consequences of a Change in Law, the Parties hereby
agree to refer such matter for fast-track adjudication (subject always to final
arbitration in terms of Article 19.2 below) to the Independent Auditor.
19.1.4 The Parties may also, if they so agree at that time, refer for determination to the
Independent Auditor any other matter of a technical nature or if any specific
dispute or difference or claims of any kind arises between the Implementing
Agencies and the Concessionaire related to the determination of:
(a) Existence and the consequences of a Force Majeure Event.
(b) An Event of Default.
(c) The remedy of defaults and termination procedures as specified in Article

17 above, and/or
(d) existence, nature and consequences of change in law.
If any such specific dispute is not resolved by the Independent Auditor, within 60 (Sixty)
Days of its raising, it shall be resolved in accordance with Article19.2 below.
19.2 DISPUTE SETTLEMENT BY ARBITRATION
19.2.1 Appointment of Arbitrator and Rules governing Arbitration.
19.2.2 The Parties acknowledge and agree that this O&M Contract constitutes a
commercial transaction.
19.2.3 Each of the Parties unconditionally and irrevocably agrees in respect of a Dispute:
(a) To the submission of such Dispute to binding arbitration governed by the

Arbitration Act, by appointment of three arbitrators, one to be appointed
by the Implementing Agencies, one to be appointed by the Concessionaire
and one to be appointed jointly by the two arbitrators appointed by the
Implementing Agency and the Concessionaire (“Arbitrator”). Any
arbitration proceedings commenced pursuant to this Article 19.2 shall be
referred to as the Arbitration (“Arbitration”).
(b) Not to claim any right it may have under the laws of any jurisdiction to
hinder, obstruct or nullify the submission of the Dispute to the Arbitration.
(c) To accept the Award rendered by the Arbitrator and any judgment entered
thereon by a court of competent jurisdiction as final and binding and not
to hinder, obstruct or nullify the enforcement or execution of any award
rendered by the Arbitrator or court of competent jurisdiction.
19.2.4 Place of Arbitration
The place of the Arbitration shall be Quetta, Pakistan.
19.2.5 Language of Arbitration
46
The request for the Arbitration, the answer to the request, the terms of reference,
any written submissions, any orders and rulings pursuant to the Arbitration shall
be in English and, if oral hearings take place, both English and Urdu shall be the
languages used in the hearings.
19.2.6 Enforcement of the Award
Any decision or award resulting from the Arbitration (“Award”) shall be final and
binding upon the Parties. The Parties hereby waive, to the extent permitted by
Applicable Law, any rights to appeal or to review of such Award by any court or
tribunal. The Parties hereto, agree that an Award may be enforced against the
Parties to the Arbitration proceeding or their assets, wherever they may be found,
and that a judgment upon the Award may be entered in any court having
jurisdiction thereof.
19.2.7 Fees And Expenses
The fees and expenses of the Arbitrator and all other expenses of the Arbitration
shall be borne and paid by the respective Parties, subject to determination by the
Arbitrators. The Arbitrators may provide in the Award for the reimbursement to
the prevailing Party of its costs and expenses in bringing or defending the
Arbitration claim, including legal fees and expenses incurred by such Party.
19.2.8 Performance During Arbitration
Pending the submission of and/or decision on a Dispute or until the Award is

published the Parties shall continue to perform all of their obligations under this
O&M Contract, without prejudice to a final adjustment in accordance with such
Award, unless this O&M Contract stands terminated. this O&M Contract and the
rights and obligations of the Parties shall remain in full force and effect pending
the Award in any arbitration proceedings here-under.
19.3 SURVIVAL
The provisions of this Article shall survive the termination of this O&M Contract for any
reason whatsoever.
20. REPRESENTATIONS AND WARRANTIES
20.1 MUTUAL REPRESENTATIONS AND WARRANTIES
20.1.1 Each Party represents and warrants to the other Party that:
(a) It has full power and authority to execute, deliver and perform its
(b) It has taken all necessary action to authorize the execution, delivery and
performance of this O&M Contract.
(c) There are no actions, suits or proceedings pending or to its best knowledge,
threatened against or affecting it before any court, administrative body or
arbitral tribunal, which might materially and adversely affect its ability to
meet or perform any of its obligations under this O&M Contract.
(d) This O&M Contract constitutes its legal, valid, binding and enforceable
obligation.
47
20.2 REPRESENTATION AND WARRANTIES OF THE IMPLEMENTING AGENCIES:
20.2.1 The Implementing Agencies represent that it will make appropriate arrangements
for handing over the premises along with necessary facilitation to the
Concessionaire for efficient operational management of the Institution.
20.3 Concessionaire’s Representations and Warranties
20.3.1 The Concessionaire represents and warrants to the Implementing Agencies that:
(a) It has the financial and technical standing and capacity to undertake the
Project in accordance with the terms of this O&M Contract.
(b) The execution, delivery and performance of this O&M Contract will not
conflict with, result in the breach of, constitute a default under any of the
terms of its Memorandum and Articles of Association or other constitutive
documents or those of any of the Consortium Member or any Applicable
Laws or any covenant, contract, agreement, arrangement, understanding,
decree or order to which it is a party or by which it or any of its properties
or assets is bound or affected.
(c) All information contained in the Bid is true, complete and not misleading.
(d) It has complied with Applicable Laws in all material respects and has not
been subject to any fines, penalties, injunctive relief or any other civil or
criminal liabilities which in the aggregate have or may have a Material
Adverse Effect on its ability to perform its obligations under this O&M
Contract.
(e) No representation or warranty by it contained herein or in any other

document furnished by it to the Implementing Agencies or to the GoP or
the GoB in relation to Applicable Permits contains or will contain any
untrue or misleading statement of material fact or omits or will omit to
state a material fact necessary to make such representation or warranty.
(f) Neither the Concessionaire nor any of its affiliates, nor any Person acting
on its or their behalf, has committed or engaged in, with respect to the
Project or any transaction contemplated by this O&M Contract, any
Sanction able Practice.
(g) The Concessionaire is not aware of any law, directive, notification, order
or decree of any Provincial or Federal Government, or any Court in
Pakistan, as the case may be, that prevents or may prevent either Party
from legally performing its obligations under this O&M Contract.
20.4 ACKNOWLEDGMENT
20.4.1 The Parties acknowledge and confirm that the Parties have relied upon and have
entered into this O&M Contract on the basis of the representations, warranties and
undertakings made by the Parties here-under.
20.5 CONCESSIONAIRE’S UNDERTAKINGS
20.5.1 The Concessionaire undertakes to the Implementing Agencies that:
48
(a) Nothing herein contained or the Concessionaire’s performance under this
O&M Contract shall conflict with any of the provisions of its constitutive
documents.
(b) the Concessionaire has taken all the steps required to be taken under this
O&M Contract and has executed all documents that were required to be
executed under the terms of this O&M Contract, and that each of these
documents have been duly filed with or registered wherever so required
under any applicable laws or regulations.
21. MISCELLANEOUS PROVISIONS
21.1 SURVIVAL OF OBLIGATIONS
21.1.1 Any cause or action which may have arisen in favor of either Party or any right
which is vested in either Party under any of the provisions of this O&M Contract
as a result of any act, omission, deed, matter or thing done or omitted to be done
by either Party before the expiry of the term of this O&M Contract by expression
of time or otherwise in accordance with the provisions of this O&M Contract, shall
survive the expiry of this O&M Contract.
21.2 ENTIRE AGREEMENT
21.2.1 The Parties hereto acknowledge, confirm and undertake that this O&M Contract
and its annexures, as at the date hereof, constitutes the entire understanding
between the Parties regarding the Project and supersedes all previous written
and/or oral representations and/or arrangements regarding the Project.
21.3 NOTICES
21.3.1 Any notice or request in reference to this O&M Contract shall be written in English
language and shall be sent by registered airmail or facsimile and shall be directed
to the other Party at the address mentioned below:
PUBLIC PRIVATE PARTNERSHIP AUTHORITY, PLANNING & DEVELOPMENT

DEPARTMENT, GOVERNMENT OF BALOCHISTAN
ATTENTION: CHIEF EXECUTIVE OFFICER
ADDRESS: BALOCHISTAN PUBLIC PRIVATE PARTNERSHIP AUTHORITY
TELEPHONE: 081 9202723
EMAIL:
ceo.p3a@balochistan.gov.pk
And
BALOCHISTAN TECHNICAL EDUCATION AND VOCATIONAL TRAINING AUTHORITY

(BTEVTA) - GOVERNMENT OF BALOCHISTAN
ATTENTION: MANAGING DIRECTOR
ADDRESS: BALOCHISTAN TECHNICAL EDUCATIONAL AND VOCATIONAL

TRAINING AUTHORITY
TELEPHONE: [•]
49
EMAIL: [•]
And
THE CONCESSIONAIRE
ATTENTION: CHIEF EXECUTIVE OFFICER – C.E.O
ADDRESS: TF HEAD OFFICE, LOWER LEVEL, STATE LIFE BUILDING # 5,

NAZIMUDDIN ROAD, SECTOR F-6/4, ISLAMABAD
TELEPHONE: 051-2827797; 2827798
EMAIL: ceo@tf.edu.pk
21.3.2 Any notice or demand served by registered post shall be deemed to be duly served
48 (Forty Eight) hours after posting and a notice or demand sent by an official
email shall be deemed to have been served at the time of its transmission and in
proving service of the same it will be sufficient to prove, in the case of a letter, that
such letter was sent by registered airmail, addressed and placed in the post and in
the case of an email transmission, that such email was duly transmitted to a
current/notified email address of the addressee at the address referred above in
office hours.
21.3.3 Each Party may change the above address/email address by prior written notice
to the other Party.
21.4 COUNTERPARTS
21.4.1 This O&M Contract may be executed in two counterparts, each of which, when
executed and delivered, will be an original, and both counterparts together shall
constitute one and the same instrument.
21.5 LANGUAGE OF COMMUNICATION
21.5.1 All notices and communications between the Implementing Agencies, the
Concessionaire, the Independent Auditor, the Independent Expert and the
Independent Engineer required under this O&M Contract, shall be drawn up in
English.
21.6 Confidentiality
21.6.1 Each of the Parties shall keep confidential and ensure that their employees,
officers, consultants and advisers shall keep confidential, all documents and other
information, whether technical or commercial, supplied to it by or on behalf of the
other Party, relating to the Project and shall not, without the consent of the other
Party, publish or otherwise disclose or use the same for its own purposes
otherwise than as may be required (i) by Applicable Laws or appropriate
regulatory authorities, (ii) to perform its obligations under this O&M Contract, or
(iii) required to be shared with advisers in connection with the Project.
21.6.2 The provisions of Article 21.6.1 above shall not apply to:
50
(a) Any information in the public domain otherwise than by breach of this
O&M Contract.
(b) Information in the possession of the receiving Party thereof before

disclosure as aforesaid, and which was not obtained under any obligation
of confidentiality.
21.7 AMENDMENTS
21.7.1 The Parties may, upon mutual consent, amend any provision of this O&M
Contract, which must be recorded in the agreement in writing and signed by the
Parties.
21.8 WAIVERS AND CONSENTS
21.8.1 Any provision or breach of any provision of this O&M Contract may be waived
before or after it occurs only if evidenced by an agreement in writing signed by
the waiving Party.
21.8.2 Any consent under or pursuant to any provision of this O&M Contract must also
be in writing and given prior to the event, action or omission for which it is sought.
21.8.3 Any such waiver or consent may be given subject to any conditions thought fit by
the Person(s) giving it and shall be effective only in the instance and for the
purpose for which it is given.
21.9 SEVERABILITY
21.9.1 If at any time any provision of this O&M Contract is or becomes illegal, invalid or
unenforceable in any respect under any law of any jurisdiction, neither the
legality, validity or enforceability of the remaining provisions nor the legality,
validity or enforceability of such provision under the law of any other jurisdiction
will, in any way, be affected or impaired and the legality, validity and
enforceability of the remainder of this O&M Contract shall not be affected.
21.9.2 The Parties will negotiate in good faith with a view to agreeing one or more
provisions which may be substituted for any such invalid, illegal or unenforceable
provision and which are satisfactory to the Concessionaire and produce as nearly
as is practicable in all the circumstances the appropriate balance of the commercial
interests of the Parties.
21.10 COSTS AND EXPENSES
21.10.1 The Concessionaire shall be responsible for paying its own costs and expenses
incurred in connection with the negotiation and execution of this O&M Contract.
21.11 NO ASSIGNMENT
21.11.1 Except as otherwise provided in this O&M Contract, the rights and obligations of
the Concessionaire under this O&M Contract shall not be assigned, novated or
otherwise transferred to any Person without the prior written consent of the
Implementing Agencies.
21.11.2 The rights and obligations of the Implementing Agencies under this O&M
Contract shall not be assigned, novated or otherwise transferred to any Person
other than a public body or a government company or a statutory corporation that:
51
(a) Is a single entity.
(b) To whom the entire Contract is assigned and/or transferred.
(c) Has the legal capacity, power and authority to become a party to and to
perform the obligations of the Implementing Agencies under this O&M
Contract.
21.12 GOOD FAITH & INDEPENDENCE
21.12.1 Each Party shall act in good faith in exercising its rights and performing its
21.12.2 In respect of all matters dealing with this O&M Contract, the Independent
Engineer, Independent Expert and the Independent Auditor shall be independent
and shall ensure that it performs all its obligations in accordance with this O&M
Contract.
21.13 GOVERNING LAW & JURISDICTION
21.13.1 This O&M Contract shall be governed by and construed in accordance with the
laws of Pakistan and the courts at Quetta shall have non-exclusive jurisdiction to
hear and decide the matter.
22. SUCCESS FEE
22.1 The Primary Implementing Agency will charge 0.25% of the project cost (the “Success
Fee”) as the success fee in accordance with the relevant laws of the province and provided
in the Balochistan PPP Act, 2021. This cost shall be borne by the Concessionaire.
23. GOVERNANCE AND OPERATIONS
23.1 PROJECT STEERING COMMITTEE
23.1.1 The Project Steering Committee (the “PSC”) shall be responsible for the overall
policy support, direction and implementation supervision of TTC Kharan.
23.1.2 The PSC will comprise of equal number of representations from the Implementing
Agencies and the Concessionaire, with the Chief Executive Officer (CEO) of
Balochistan Public Private Partnership Authority as ex-officio chairman of the
committee.
23.1.3 The PSC may, however, like to co-opt any professional representing local
industry, or labour union or civil society by a vote of two third majority. Each such
member shall be initially co-opted for one year, extendable upon expiry of term,
subject to approval by the PSC by simple majority. Such members will be non-
voting members.
23.1.4 The PSC shall meet on a half-yearly basis, or as required, to conduct their business
in accordance with the Standard Operating Procedures (SOPs) approved during
the inception phase of the project. However, for any ad hoc and urgent matter,
approval of the request may be sought from the PSC via circulation.
52
23.2 PROJECT MANAGEMENT COMMITTEE
23.2.1 The Project Management Committee (PMC) shall be responsible for project
implementation and delivery of service to meet necessary benchmarks and time
lines. The PMC, comprising the senior management of the Concessionaire and the
Principal of Kharan TTC, shall have the following roles and responsibilities:
(a) Project Implementation: The PMC shall oversee the development,

evolution, from time to time, and implementation of the training program
to ensure that it is carried out in accordance with the agreed work plan and
budget, and that it meets the required standards of quality.
(b) Planning and Budgeting: The PMC shall develop an annual work plan and
budget for the training program in consultation with the Concessionaire
and implementing agencies. The PMC shall ensure that the work plan and
budget are aligned with the goals and objectives of the training program
and are in compliance with all applicable laws and regulations.
(c) Procurement: The PMC shall be responsible for approving all procurement
activities related to the training program. The PMC shall ensure that all
procurement activities are carried out in accordance with the Procurement
Policies/Rules/Guidelines of the Concessionaire as endorsed by the PSC.
(d) Monitoring and Evaluation: The PMC shall establish a monitoring and
evaluation system to track the progress of the training program and to
identify any issues or challenges that need to be addressed. The PMC shall
use the results of the monitoring and evaluation system to make any
necessary adjustments to the program. Such M&E system may be
accessible by the Implementing agencies, the independent auditor,
independent expert and independent engineer for M&E of the agreed KPIs.
(e) Reporting: The PMC shall prepare regular reports on the progress of the
training program and shall submit these reports to the PSC. The PMC shall
also provide any additional report or information that may be required by
the PSC or the implementing agencies.
(f) Dispute Resolution: The PMC shall be responsible for resolving any
disputes or issues that may arise during the implementation of the training
program. The PMC shall use its best efforts to resolve any disputes in a
timely and amicable manner.
(g) Other Responsibilities: The PMC shall have such other roles and
responsibilities as may be assigned by the PSC from time to time.
23.2.2 The PMC shall meet on a quarterly basis to carry out business in accordance with
the Standard Operating Procedures (SOPs) approved by the PSC.
23.3 TRAINEES DOMICILE
23.3.1 All trainees participating in this program shall be residents of Balochistan and
shall possess a valid domicile certificate issued by the relevant authorities in
Balochistan. The trainees shall be required to provide proof of their domicile at the
time of enrollment and maintain the same throughout the duration of the
program. Any trainee found to have misrepresented their domicile or provided
false information shall be subject to immediate termination from the program.
53
23.4 TAX EXEMPTION FROM BRA
23.4.1 Both parties shall make reasonable efforts to obtain tax exemptions from the
Balochistan Revenue Authority for the duration of this O&M Contract. Each party
shall be responsible for complying with all necessary requirements to obtain such
exemptions, including submitting all required documents and meeting all
applicable criteria. In the event that a tax exemption is not granted, the
concessionaire shall bear the tax expense and ensure all codal formalities are
adhered to for tax calculation, filing, payment and record.
23.5 STIPEND DISBURSEMENT MECHANISM
23.5.1 The following stipend disbursement mechanism is proposed, which shall be

subject to review during the inception phase of the training program. Approval
shall be obtained from the PSC prior to the implementation of the mechanism.
(a) The trainees shall be entitled to a stipend payment, which shall be

disbursed on a monthly basis for the duration of the training program.
(b) The amount of the stipend shall be determined by the parties and specified
in the agreement/financial bid.
(c) The trainees shall be required to provide (bank) account details to receive
the stipend payment via direct deposit.
(d) The disbursement of the stipend shall be made by the Institute

(Concessionaire) within seven (7) days from the end of each calendar
month.
(e) In the event that the stipend payment is not received by a trainee within
fourteen (14) days from the date of disbursement, the trainee shall be
required to inform the Institute (Concessionaire) immediately.
(f) Any dispute or concern related to the stipend disbursement shall be

brought to the attention of the Institute (Concessionaire) in writing.
(g) The Institute (Concessionaire) shall be responsible for maintaining a record

of all stipend disbursements made to the trainees and shall provide a copy
of the record to the trainees upon request.
23.6 ACHIEVING KPIS
23.6.1 The Management Fee payable to the Concessionaire shall be subject to the
achievement of key performance indicators (KPIs) as set forth in the agreement.
The KPIs shall be mutually agreed upon by the parties and specified in the
agreement.
23.6.2 If the Concessionaire fails to achieve the agreed-upon KPIs, the Management Fee
payable to the Concessionaire shall be reduced proportionately based on the
degree to which the KPIs were not met. The reduction in Management Fee shall
be calculated by multiplying the proportionate difference between the achieved
KPIs and the agreed-upon KPIs by the total Management Fee payable. The
mechanism is defined in the relevant annexed schedule.
54
23.6.3 The KPIs as given in Schedule 1 shall be reviewed, evaluated, and finalized during
the inception phase and thereafter periodically with the approval of PSC. The PSC
is the sole authority to review and evaluate the KPIs during the terms of the
agreement, and adjustments to the Management Fee may be made as necessary to
reflect the actual achievement of the KPIs.
23.7 PROCUREMENT UNDER PROJECT
23.7.1 All project procurement shall be made under the terms of this O&M Contract and
in accordance with the Procurement Policies/Rules/Guidelines of the
Concessionaire as endorsed by the PSC. The Balochistan Public Procurement
Regulatory Authority (BPRRA) Rules shall not be applicable.
23.7.2 The procurement process shall be transparent, fair, and competitive. The PMC
shall be responsible for overseeing the procurement process and ensuring that all
procurement is made in compliance with the applicable policies.
23.7.3 The Concessionaire shall be responsible for ensuring that all procurement is made
in a timely and efficient manner and that the quality of goods and services
procured is in accordance with the requirements specified in the agreement.
23.7.4 Any disputes or concerns related to the procurement process shall be brought to
the attention of the PMC and PSC in writing.
23.7.5 The PMC shall be responsible for maintaining a record of all procurement made
under this O&M Contract and shall provide a copy of the record to the PSC upon
request.
23.8 INSURANCE
23.8.1 An insurance program or government policy shall be in place to cover all

employees in the event of any untoward incident. The value or amount of the
insurance coverage shall be approved by the PSC. The cost of the insurance
coverage shall be borne by the Concessionaire.
23.8.2 The insurance coverage shall include labor injuries and casualties, and shall be
applicable to all employees of the Concessionaire and any other individuals
involved in the training program. The Concessionaire shall be responsible for
ensuring that all employees are enrolled in the insurance program and that the
premiums are paid in a timely manner.
23.8.3 In the event of an untoward incident, the Concessionaire shall be responsible for
initiating the insurance claim process and providing necessary support to the
affected employees.
23.8.4 Any disputes or concerns related to the insurance coverage shall be brought to the
attention of the implementing agencies in writing.
23.8.5 The PMC shall be responsible for maintaining a record of the insurance coverage
and shall provide a copy of the record to the PSC upon request.
23.9 FIXED ASSET REGISTER
23.9.1 A fixed asset register shall be maintained to record all the fixed assets acquired by
the Concessionaire for the training program. The register shall include
55
information on the asset description, quantity, location, date of acquisition, cost,
and any other relevant information.
23.9.2 The fixed asset register shall be updated on a regular basis and shall be made
available for review by the implementing agencies, the independent auditor, the
independent engineer, and the independent expert upon request.
23.9.3 The Concessionaire shall be responsible for ensuring that all fixed assets are used
solely for the purposes of the training program and are maintained in good
condition throughout the term of the agreement.
23.9.4 The Concessionaire shall also be responsible for insuring all fixed assets against
loss or damage, and for bearing the cost of such insurance.
23.9.5 In the event of any loss or damage to a fixed asset, the Concessionaire shall report
the incident to the implementing agencies and the PSC immediately and take
necessary steps to repair or replace the asset.
23.9.6 Any disputes or concerns related to the fixed asset register shall be brought to the
attention of the implementing agencies and PSC in writing.
23.9.7 Upon the termination of the agreement, the Concessionaire shall be responsible
for returning all fixed assets to the Secondary implementing agency in good
condition, fair wear and tear excepted.
23.10 SERVICE LAB
23.10.1 The Concessionaire shall have the right to establish service labs for on-the-job
training and apprenticeship etc., to provide services to the general public for a fee.
All fees collected shall be deposited into an Improvement Account designated by
the Concessionaire. However, the approval of the PSC shall be mandatory for the
establishment of such service labs.
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SIGNATURE PAGE
57
SCHEDULE – I QUALITATIVE AND QUANTITATIVE KEY PERFORMANCE INDICATORS
Performance Means of
Key Performance Max
Targets- Data Source verification/collection Frequency of reporting tool Assessment Criteria
Indicator-KPI Points
year method
Operationalization of TTC
1
45
Inception Report within 3 months
1 Project Steering Committee from the signing of the contract. 0.25 Point for Notification 0.25
Bi-Annual (at least) 0.5 Points for each meeting 1
from the signing of the contract. 0.25 Point for Notification 0.25
Institute Management PSC Notification 0.1 Points for each meeting of IMC (Max 2.0
1
Establishment of Committee IMC Notification Points)
Monthly
1.1 Project Governing and Meeting Minutes 0.1 Points for implementation of decisions of
Management Forums Organizational Structure IMC (Max 0.5 Points) 2.5
An agreed, notified and Internal Office Orders 1 point for functional organizational structure
1 updated and organizational 0.05 points for the development of JDs each
from the signing of the contract.
structure is in place position JDs (Max 2) 3
2.0 Points for assigning duties to the
The functions outlined in the Inception Report within 3 months sanctioned positions in org. structure
1
organizational structure are from the signing of contract. negative 0.2 points for each unfilled position
sanctioned in org. structure 2
Within 3 months from the contract 3 Point for successful survey
1.2 Baseline Survey 1 PSC & IMC meeting minutes Baseline Report
signing 2 points for implementing survey results 5
Within 2 weeks from the signing of
Taking over Report
the contract 1 Points Completion 1
Taking Control of the Establishment of MIS
Handing & Taking over the Within 3 months of Signing the 2 Points establishment of Fixed Asset MIS and
1.3 Facility Including Fixed 1 (Inventory Record)
document contract proper tagging 2
Assets Regular updation of
data 0.25 Points for regular updation on quarterly
Monthly basis
basis 1
58
Key Performance Max
year method
Advertisements
Minutes of Selection
0.3 Points for each successful each trainer
HR-MIS Committee
hiring (Max 3)
Number of Teachers Test & Interview
1.4 9 evaluation sheet 3
hired & retained
Personal files and keeping a 0.10 for maintaining proper personal files
HR-MIS
record (Max 1) 1
Teacher attendance HR-MIS 3 for establishing electronic MIS 3
Advertisements
Minutes of Selection
0.2 Points for each successful hiring and
HR-MIS Committee
Number of Staff hired maintaining record
1.5 24 Test & Interview
& retained
evaluation sheet 6
Personal files and keeping 0.10 for maintaining proper personal files for
HR-MIS
record Within 3 months of Signing the each staff hired 2
Rooms/workshops contract
allocated and vacated
for identified/agreed Regular updates every month
1.6
trades and properly
equipped (with regard
to their function) 1
Maintenance of labs and
Labs/workshops (for
workshops according to the Maintenance recordsJDs
the program) are
facility management manual of personnel Facility Maintenance
1.7 available, in good
Provision of Funds is made responsible for facility FrameworkDevelopment of SoPs
shape and adequate
Allocation of personnel for management
for the programs 1
facility management
Training
equipment/machinery
(used for the program)
1.8
is adequate in terms of
numbers and state of
repair 1
59
Key Performance Max
year method
The library provides
sufficient copies of
1.9
relevant books and
other media 1
Adequate ICT resources
(internet etc.) are
1.10 available for students,
trainers and admin
staff 1
The institute provides
recreational facilities
for the students
(e.g.playgrounds,
1.11
indoor
games facilities,
meeting rooms,
cafeteria, etc.) 1
The institute provides
essential facilities for
females (prayer rooms,
1.12
changing rooms,
washrooms, day care
centers etc) 1
The institute takes care
of a suitable
1.13
appearance of the
buildings and facilities 1
The institute ensures a
functional first aid
1.14 facility/dispensary
including SoPs for work Provision of Funds
and safety Allocation of dedicated Staff 1
60
Key Performance Max
year method
A dedicated webpage Provision of server, hosting, Within 6 months of Signing the
1.15 designed and uploaded and designated person to 0.2 points for each webpage in website (Max
contract
on the Partner website 1 update the contents www 3) 3
Pre-Academic Activities
2
10
The institute has
offered a minimum Learning Management System IMC Meeting Minutes Within 3 months of the contract
2.1 7
agreed number of (LMS) Advertisement signing 0.1 Points for each trade offered (Max 1
trades point) 1
Admission Open IMC Meeting Minutes 0.5 Points for each semester admission
2.2 2 Newspaper Bi-Annual
advertisement Advertisement advertisement in atleast 3 local dailies 1
The institure has
Event reports
conducted successful
2.3 20 TTC-staff/community IMC meeting minutes
Enrolment 0.1 Points for each event conducted and
Participants Attendance
drives/events reported 2
The Institute has
Marketing Strategy Within 3 months of the contract
developed effective 1 point for dissemination of flyers over 1000
publication of report signing
2.4 marketing and 1 TTC-staff/community (Max 2 points)
dessimination of flyers,
communication 1 point for the development of an effective
brouchures
strategy marketing strategy 3
Establishment of LMS 2 points for the establishment of reputable
2.5 1 LMS LMS server and domain
for Academic Activities LMS 2
Procurement data Within 3 months of taking over the 1 point for the establishment of MIS and
2.6 Facility readiness 1 MIS
Physical Inventory Institute Facility maintaining the record 1
3 Academic Activities 30
Lesson plans including TTC Academic Staff
Course Plan Record
learning outcomes Maintaining Course files Within 3 Weeks from the Enrolment 0.1 Points for maintaining course files for
3.1 2 Lesson Plan Record
reflecting competency- Development of Course drive each course offered including students'
Teachers Guide
based approach are Outlines assessment records (4 points Max) 4
61
Key Performance Max
year method
provided for the/all
program(s)
LMS Record 6 points for achieving the target enrolment

Number of Trainees’
3.2 420 LMS Students admission negative 0.5 points for every 40 students
enrolled
record below the target enrollment level 6
Adequate student-
teacher ratio that
LMS LMS
facilitates good 4 points for maintaining the target student-
3.3 1:40 trainers personel files HR MIS
teaching-learning teacher ratio
HR MIS SOPs
conditions in negative 0.3 points for every 3% over and
theoretical courses above the target level student-teacher ratio 4
4 points for maintaining the target student-
Adequate student-staff LMS LMS
teacher ratio
3.4 ratio to facilitate the 1:25 staff personal files HR MIS
negative 0.3 points for every 3% over and
learning environment HR MIS SOPs
above the target level student-teacher ratio 4
Monthly, and quarterly reports 4 points for maintaining target inventory i.e
20% of the respective quarter consumable
Training consumables items budget.
stock books and
3.5 (for the program) are 20% consumable inventory 0.5 point for maintaining the consumable
warehouse
sufficiently available target for each trade (Max points 2)
negative 0.5 points for every 5% below
consumable item budget target 6
Weekly timetables for
Internal Office Orders 1 Point for positive evidence related each of
3.6 the/all program(s) are 1
Notice Boards indicator in the form of
available 1
Office Record
The institute has a
Faculty and Students Meeting Minutes
policy to introduce Policy Adoption /
3.7 1 Office Ordera
competency based Notifications
Development of SoPs
learning 2
62
Key Performance Max
year method
The institutes monitor
the students' learning Classroom monitoring
3.8 progress and their weekly sheets; student practical
practical workbooks workbooks/ portfolios
regularly 1
The institutes integrate
industrial practice into
Cooperation
the
3.9 1 agreements;
teaching (e.g. through
Industrial visit reports
regular visits to
relevant industries) 1
The institute keeps
Students’ progress
proper records of
records
3.10 students' 1
allocation of dedicated
achievements
employee
academic or otherwise 1
Partnerships and Collaborations

4
5
Collaboration with the
world of work (private
sector/industry etc.)
4.1 5 TTC staff/trainees/industry
for On the Job Training MoUs
(OJT) for students and Agreements 0.3 points for signing MoU with relevant
faculty is in place IMC meeting minutes Monthly, quarterly reports orgnisation (Max points 1.5) 1.5
Income-generating Bank Statements
activities derived from Implementation report
TTC-
4.2 the 10 M
staff/trainees/industry/partner
strategy is 1 points for achieving the target
implemented 0.2 points for every 10% below the target 1
63
Key Performance Max
year method
(Optional)
Collaborations with
industry for the use of
4.3 external industry-
specific facilities are
Establishment of cooperation
established
with the private
and maintained 0.5
sector/industries
(Optional)
Collaborations with
4.4 industry to share
space for the industry
service centre 0.50 point for positive evidence for each of 0.5
(Optional) The center the indicator
regularly conducts Provision of IMC fund for
4.5
industry research research projects
projects/projects 0.5
Collaboration with
national and Establishment of cooperation
4.6
international Staff with STIs
Training Institutes 0.5
Collaboration with the
Establishment of cooperation
accredited private
4.7 with private sector TVET
sector
providers
TVET providers 0.5
5 Sustainable Service Delivery 10
The institute has
Within 6 months from the course
5.1 defined annual targets 25% TTC staff/trainees/industry
Placement letters completion
for job placements 0
Alumni Record MIS
Trainees started their Within 6 months from the course
5.2 25% TTC-staff/trainees/industry
own business completion 0
64
Key Performance Max
year method
Teachers teaching in
CBT programs are
certified CBT teachers--
5.3 The institute has 4
defined annual targets 0.50 Points for each master trainer
Skill upgrading and
to train Chief Master additional 0.10 points for each different
certification within NVQF Training record
trainers thematic area 1
NVQ Registry
Defines annual targets
Training of assessors
5.4 to train TVET institute 0.1 points for each trainer trained and a
managers 4 certificate is availed 0.5
The institute has
5.5 certified assessors for 0.1 points for each trainer trained and a
formative assessments 9 certificate is availed 0.5
Teachers (in the
program) are CVs, JDs and internal office
5.6
employed according to orders Monthly, quarterly reports 0.5 points for SoP development and assigned
their qualifications 1 duties as per JDs 0.5
Maintaining an even 0.5 points for SoP development and assigned
Timetable and workload
5.7 teaching load among duties as per JDs
record HRMIS
teachers 1 Workload and timetable 0.5
Faculty have regular
exposure to the Personel Files
5.8 working 0.10 Points for each staff training
environment of the Internal office orders additional 0.10 points for each different
trades they teach 1 Training record thematic area 0.5
Workload recocrd
Collaborations with
other private sector
5.9
institutes for training of Exposure visit report and
faculty are in place 1 MoUs 0.5 Point 0.5
Sufficient funds are
5.10 1 point for positive evidence against each
allocated for the 1 1
65
Key Performance Max
year method
maintenance of labs
and workshops
Sufficient funds are
5.11 allocated for regular
renovations 1 1
A digital Monitoring
5.12 and Evaluation
(M&E) System is used 1 Provision of dedicated staff for Generated records; 1
The institute has access the usage of established
5.13 systems
to the NVQF Registry 1 Office orders of 1
The institute has access designated staff
to the National Skills
5.14
Information System Capacity building,
(NSIS) 1 Technical Advice, and 1
The institute has access basic IT set ups
5.15 to the Job Placement
portal 1 1
66
SCHEDULE – II CONCESSIONAIRE’S SCOPE OF WORK
1. BACKGROUND
1.1 The Department of Labour and Manpower has state-of-the-art, purpose-built Technical
and Training Center at Kharan. The Government of Balochistan (GoB) intends to operate
and manage the “Kharan TVET Institute” (KTI) on the public-private partnership (PPP)
model. The institute would specialize in indigenous and marketable innovative
technologies to meet the immediate workforce requirements in Balochistan by utilizing
existing infrastructure.
1.2 The establishment of Technical Training Centers for Males & Females at Kharan is a PSDP
Project which the PDWP approved in October 2016. The Government of Punjab (GoP) is
funding the said project through TEVTA Punjab to achieve the mentioned below
objectives:
(a) Construction of Technical Training Center for Males in District Kharan.
(b) Construction of Technical Training Center for Females in District Kharan.
(c) Provision of Machinery, Equipment and tools to the newly constructed TTCs for
both males and females in District Kharan.
(d) Introduction of demand-based training courses in District Kharan.
(e) Encouragement of Entrepreneurship.
(f) Introduction of Competency-Based Training (CBT).
(g) To bring the youth of the area towards positive activities by engaging them in
productive learning.
(h) To encourage self-employment in District Kharan.
1.3 The proposed theory of change for the Operation and Management (O&M) of the
Technical Training Center emphasizes a proactive approach and time-tested
methodology, with a futuristic deployment scenario for preparing a local workforce and
resources. The Key Strategic considerations is to:
(a) Meet national education and economic objectives.
(b) Provide a holistic learning experience for students/trainees.
(c) Preserve, promote, and project indigenous/cultural vocational skills.
(d) Promote appropriate innovative skills and technologies.
(e) Provide lifelong learning opportunities for adult learners.
(f) Facilitate capability development of the staff.
(g) Achieve organizational and academic excellence.
(h) Optimize resources for gainful dividends.
(i) Promote a positive image of TTC-KHARAN.

67
2. Installation Period
2.1 The Installation period (inception phase) is a critical stage in the implementation of the
Technical Training Center project. During this phase, the Concessionaire will lay the
foundation for the successful implementation of the project. Some of the key activities
during the inception phase may include:
(a) Project Planning: Develop a detailed project plan that outlines the scope of the
project, project time line, budget, and key milestones.
(b) Stakeholder Engagement: Identify key stakeholders and engage with them to
establish buy-in and support for the project. This could include meeting with local
government officials, industry associations, potential private sector partners and
holding consultative sessions.
(c) Governance Structure: Establish a governance structure for the Technical Training
Center that ensures effective decision-making and accountability. This could
involve establishing a specific committee, developing policies and procedures, and
establishing reporting and oversight mechanisms.
(d) Handover of the Facility from the Secondary Implementing Agency to the
Concessionaire: The handing over of the facility from the secondary
Implementing Agency to the Concessionaire, ensuring that all legal and
administrative requirements are met.
(e) Infrastructure Readiness: Ensure that the facility is ready for use by conducting
any necessary renovations, repairs, or upgrades. This could involve working with
local contractors and suppliers to ensure that the facility meets the necessary
standards.
(f) Baseline: Conduct a baseline to identify the specific skills and training needs of
the local community, including local employers and potential trainees.
(g) Curriculum Development: Develop a comprehensive training curriculum that is

tailored to the specific needs of the local community and industry. This could
involve working with industry associations, local employers, and subject matter
experts to develop a training program that is relevant and up to date.
(h) Capacity Building of Staff: Develop a capacity-building plan for the trainers to
ensure that they have the necessary skills and knowledge to implement the
training program effectively. This could involve providing training and
mentorship to staff members, as well as developing performance management
systems.
(i) Team Building: Establish a Concessionaire and assign roles and responsibilities
to ensure that the project is implemented effectively. This could involve hiring key
staff members and establishing partnerships with local organizations and
institutions.
(j) Procurement Planning: Develop a procurement plan that outlines the

procurement process, including the selection criteria for suppliers, the bidding
process, and the time line for procurement. This also includes items mentioned in
Schedule VIII of the Operations and Management Contract for Technical Training
Center Kharan.
68
(k) Risk Assessment: Conduct a risk assessment to identify potential risks to the
project and develop mitigation strategies to address these risks.
(l) Monitoring And Evaluation Planning: Develop a monitoring and evaluation plan
to ensure that the project is on track and achieving its objectives. This could
involve establishing performance indicators, developing data collection methods,
and setting up a system for tracking progress.
(collectively, the “Installation Works")
By undertaking these activities during the inception phase, the Concessionaire can
establish a solid foundation for the successful implementation of the Technical Training
Center project, including establishing a robust governance structure, ensuring
infrastructure readiness, developing a comprehensive training curriculum, building staff
capacity, and setting up monitoring and evaluation systems to track progress.
2.2 Baseline
2.2.1 The baseline study is an important component of the project planning process as it helps
to establish a benchmark against which progress can be measured throughout the project.
The baseline study typically includes an assessment of the current situation in the project
area, including the social, economic, and environmental conditions, as well as an
assessment of the existing skills and knowledge of the target population. The scope of the
baseline study for the Technical Training Center project will include:
(a) Socio-Economic Assessment: This will involve an assessment of the current

economic and social conditions in the project area, including demographic data,
income levels, and employment rates.
(b) Needs Assessment: This will involve an assessment of the specific skills and
knowledge needs of the target population, including employers and potential
trainees.
(c) Infrastructure Assessment: This will involve an assessment of the existing

infrastructure in the project area, including transportation, communication, and
access to basic services such as water and electricity.
(d) Stakeholder Analysis: This will involve an analysis of the key stakeholders in the
project area, including government officials, industry associations, private sector
partners, and local community members.
2.2.2 To conduct the baseline study, the Concessionaire will need to develop a clear
methodology that outlines the data collection methods and analysis techniques to be used.
The methodology should be designed to ensure that the data collected is accurate, reliable,
and representative of the target population.
2.2.3 Once the baseline study is complete, the Concessionaire will use the findings to inform
the development of the project implementation framework. The baseline study results will
help the Concessionaire to identify key priorities, set realistic targets, and develop a
comprehensive strategy for achieving project goals. The baseline study results will also
help the Concessionaire to track progress and measure the impact of the project over time.
2.2.4 Baseline will also help in realigning the training design, course duration and trades
offering.
2.3 Infrastructure Readiness
69
The Concessionaire shall be responsible for the following:
(a) Ensuring the proper installation and maintenance of equipment and tools
provided by the Secondary Implementing Agencies as listed in Schedule VII.
(b) Procuring and installing equipment, furniture, fixtures, and other items as listed
in Schedule VIII. All procurement will be made in accordance with criteria laid
down by the Project Management Committee and approved by the PSC.
(c) Hiring and managing staff required for the operation and maintenance of the
facilities and services.
(d) Providing an access control system for staff that is used for the purpose of
attendance maintenance and access to multiple electronic doors.
(e) Providing a campus management information system that is used for the efficient
management and operation of the facilities and services.
(f) Providing comprehensive insurance coverage for all buildings and staff.
(g) Undertaking any other responsibilities deemed necessary to ensure optimum

efficiency in the operation and maintenance of the facilities and services. This
includes but is not limited to, regular inspections, repairs, and maintenance of
equipment and infrastructure, ensuring compliance with all relevant regulations
and standards, and implementing best practices for the effective and efficient
delivery of services.
2.4 Inception Report
2.4.1 An inception report is an important document that outlines the key details of the project
implementation plan and provides a comprehensive overview of the project's goals,
objectives, and deliverables. The Inception Report will be submitted withing 90 days from
the commencement of the project activities and the following list of deliverables will be
included in the inception report:
(a) Project Plan: A detailed project plan that includes the scope of the project, time
line, budget, and key milestones. This will help to ensure that the project is
implemented in a systematic and efficient manner.
(b) Stakeholder Engagement Plan: A plan for identifying key stakeholders and
engaging with them to establish buy-in and support for the project. This will
include meeting with local government officials, industry associations, and
potential private sector partners.
(c) Governance Structure: A plan for establishing a governance structure for the
Technical Training Center that ensures effective decision-making and
accountability. This will involve establishing a specific committee, developing
policies and procedures, and establishing reporting and oversight mechanisms.
(d) Handover Plan: A plan for the handover of the facility from the government to the
Concessionaire, ensuring that all legal and administrative requirements are met.
(e) Infrastructure Readiness Plan: A plan for ensuring that the facility is ready for
use by conducting any necessary renovations, repairs, or upgrades. This could
involve working with local contractors and suppliers to ensure that the facility
meets the necessary standards.
70
(f) Baseline Report: A report that summarizes the findings of the baseline study,
which includes an assessment of the current situation in the project area, including
the social, economic, and environmental conditions, as well as an assessment of
the existing skills and knowledge of the target population.
(g) Curriculum Development Plan: A plan for developing a comprehensive training
curriculum that is tailored to the specific needs of the local community and
industry. This could involve working with industry associations, local employers,
and subject matter experts to develop a training program that is relevant and up
to date.
(h) Capacity Building Plan: A plan for developing a capacity-building plan for the
Concessionaire and trainers to ensure that they have the necessary skills and
knowledge to implement the training program effectively. This could involve
providing training and mentorship to staff members, as well as developing
performance management systems.
(i) Team Building Plan: A plan for establishing a Concessionaire and assigning roles
and responsibilities to ensure that the project is implemented effectively. This
could involve hiring key staff members and establishing partnerships with local
organizations and institutions.
(j) Procurement Plan: A plan that outlines the procurement process, including the
selection criteria for suppliers, the bidding process, and the timeline for
procurement.
(k) Risk Assessment Report: A report that identifies potential risks to the project and
develops mitigation strategies to address these risks.
(l) Monitoring And Evaluation Plan: A plan for establishing a monitoring and
evaluation plan to ensure that the project is on track and achieving its objectives.
This could involve establishing performance indicators, developing data collection
methods, and setting up a system for tracking progress.
3. Operation and Management of TTC
3.1 Community Engagement
(a) Identify and engage key stakeholders.
(b) Conduct consultative meetings with the identified stakeholders to gather

feedback, concerns, and suggestions for the project.
(c) Organize "reflection circles" where community members can come together to
discuss their thoughts and feelings about the project and provide feedback. These
circles can be led by trained facilitators to ensure that all voices are heard and that
the discussions are respectful and constructive.
3.2 Implementation approach and methodology
3.2.1 The key highlights of the implementation approach and methodology are:
(a) Identify The Target Trades.
The Concessionaire should work with industry partners and local stakeholders to
identify the trades that are most in demand in the project area. The team should
consider factors such as job availability, employer demand, and the potential for
growth and development.
71
(b) Develop Course Curriculum.
Based on the identified trades, the Concessionaire should develop detailed course
curricula that meet the requirements of the National Qualification framework and
comply with provincial regulatory authorities. The curricula should be designed
to include 30% classroom training and 70% laboratory, on-job training and post
certification apprenticeship.
(c) Develop Assessment Tools.
The Concessionaire should develop appropriate assessment tools to evaluate the

knowledge and skills of trainees. The assessment tools should be designed to meet
the requirements of the National Qualification framework and ensure that trainees
have acquired the necessary competencies to work in their respective trades.
(d) Establish A Learning Management System (LMS)
An LMS should be established to manage the training process and track trainee
progress. The LMS should include features such as online registration, course
content delivery, assessment and evaluation tools, and reporting capabilities.
(e) Establish Linkages with Internationally Recognized Certification Program
The Concessionaire should establish linkages with Internationally recognized

Certification Programs to provide trainees with access to international certification
opportunities. This will help to enhance the marketability of trainees and ensure
that they are prepared to compete in the global marketplace.
(f) Train Staff

The Concessionaire should train center staff on course design, student assessment,
and the use of the LMS. Staff should be trained to deliver quality training services
and support trainee learning and development.
(g) Conduct Training.
The Concessionaire should conduct training sessions for trainees, with a target of
training 1260 females and 3060 males over a period of 5 years. The training sessions
should be delivered in a blended format, with a mix of classroom, laboratory, and
on-the-job training.
(h) Monitor And Evaluate.
The Concessionaire should monitor and evaluate the training program to ensure
that it is meeting its objectives and making a positive impact on trainees and the
wider community. This will involve tracking trainee progress, evaluating the
effectiveness of the LMS, and assessing the impact of the training on trainee
employability and income.
Overall, the Concessionaire should ensure that the training center operates as a service
center, delivering high-quality training services that meet the needs of trainees,
employers, and the wider community. The project should prioritize the use of emerging
technologies to enhance the training experience and ensure that trainees are prepared to
work in a rapidly evolving job market.
3.2.2 To ensure that the training delivery is unique and effective, the Technical Training Center
will focus on the following methodology:
72
(a) Competency-Based Training
The training should be designed around the competencies required by employers

in the industry. This means that the focus will be on developing practical skills and
knowledge that trainees can apply in real-world work environments.
(b) Blended Learning Approach
The training should be delivered using a blended learning approach that combines
classroom instruction, laboratory exercises, and on-the-job training. This will help
trainees to develop a range of skills and gain practical experience in the workplace.
(c) Individualized Learning Plans
Each trainee should have an individualized learning plan that is tailored to their
specific needs and goals. This will help to ensure that each trainee receives the
appropriate level of support and guidance throughout the training process.
(d) Interactive Training Methods
The training should use interactive methods such as group work, case studies,
simulations, and role-plays. These methods help to engage trainees and create an
active learning environment.
(e) Soft Skills Training
In addition to technical skills, the training should include soft skills training such
as communication, teamwork, and problem-solving. These skills are essential for
success in the workplace and can help trainees to advance their careers.
(f) Industry Partnerships
The training center should establish partnerships with industry employers to

ensure that the training is aligned with the needs of the job market. These
partnerships can provide opportunities for trainees to gain practical work
experience and increase their employability.
(g) Continuous Assessment And Feedback
Trainees should receive continuous assessment and feedback throughout the

training process. This will help to ensure that they are progressing as expected and
can help to identify areas where additional support may be required.
Overall, the Technical Training Center should prioritize a learner-centered approach that
focuses on the needs and goals of each trainee. By combining technical and soft skills
training with practical work experience, the center can help to prepare trainees for success
in the workplace and contribute to the development of a skilled and productive
workforce.
3.2.3 Enrollment Drive
(a) The enrollment drive will focus on areas with a high demand for skilled workers
and where there is a potential for job opportunities. These areas may include
industries such as construction, mining, alternate energy, agriculture,
manufacturing, hospitality, and health-care.
(b) To encourage enrollment, the project can provide stipends to students who may
not have the financial means to attend the training program. This will help to
73
remove financial barriers and increase access to training for all. In addition, the
project can provide transport facilities to students who may not have access to
transportation. This will ensure that students can attend the training center
regularly and on time.
(c) For students who live far away from the training center, the project will provide
boarding facilities. This will help to ensure that students have a safe and
comfortable place to stay during their training period.
3.2.4 Emerging Sectors and TVET Needs.
(a) The Concessionaire should identify the emerging sectors and assess their training
needs. The Concessionaire will design courses that are aligned with the needs of
the industry and provide hands-on training that is relevant to the local context.
3.2.5 Training Design
(a) The training program design includes a total of 22 trades, out of which 16 are for
male students and 6 for female students. The program is designed for a period of
5 years, with the number of trades increasing from 7 in Year 1 to 22 in Year 5. The
number of batches and duration of courses will be finalized at the inception stage.
(b) The trades for female students include beautician, dress designing, hand
embroidery (Balochi), machine embroidery, and computer. For male students, the
trades include welding, motorcycle repair, refrigeration & air conditioning, auto
mechanic, woodwork, mobile repairing, motor winding trade, computer,
electronics, electrical wiring, plumbing, solar, livestock farm manager,
horticulture, agriculture, construction, and mining.
3.2.6 Teachers Hiring And Training
(a) The hiring of teacher swill be done through a combination of local and external
recruitment. The selection criteria for teachers should include relevant academic
qualifications, teaching experience, and subject matter expertise. Additionally, it
is important to ensure that the teachers have good communication and
interpersonal skills, as they will be interacting with students from diverse
backgrounds.
(b) To build a pool of qualified teachers, the training center will conduct recruitment
drives, advertise job openings through various mediums, and reach out to
educational institutions and professional networks to attract potential candidates.
(c) Once the teachers are hired, they should undergo a comprehensive training
program that covers pedagogy, curriculum, and the use of technology in teaching.
This will ensure that the teachers are well-equipped to deliver high-quality
instruction and are able to adapt to the changing needs of the training center.
(d) Key performance indicators (KPIs) will be developed to measure the effectiveness
of the teachers. These KPIs will include student retention rates, student satisfaction
ratings, and student achievement levels. Additionally, regular teacher evaluations
can be conducted to provide feedback on areas where improvement is needed and
to recognize areas of strength.
(e) Teachers hiring process will be developed and implemented after the approval
from Project Management and Steering Committees.
3.2.7 Job Placements and Industry Linkages
74
The job placement and industry linkages, the following initiatives will be considered:
(a) Mapping Of Local Industries and Demand For Wage Employment
Conducting research and analysis of the local industries and their demand for
skilled workforce can help in identifying job opportunities in different sectors.
(b) Job Identification and Facilitation In Recruitment Process
This involves identifying job openings in different industries and facilitating the
recruitment process by connecting potential candidates with relevant employers.
(c) Regular Conduct of Skills Gap Analysis
Conducting regular skills gap analysis can help in identifying the skills and
competencies required by the local industries, and design relevant training
programs to bridge the gap.
(d) Freelancing Portal

Creating a freelancing portal can help in connecting skilled professionals with
potential clients and provide opportunities for remote work.
(e) Career Counseling
Providing career counseling services can help individuals in making informed

decisions about their career paths and identify job opportunities based on their
skills and interests.
(f) Establishment Of Business Incubation
Establishing business incubation centers can help in nurturing entrepreneurship

and promoting self-employment by providing access to resources, mentorship,
and networking opportunities for aspiring entrepreneurs.
4. Quality Assurance
The concessionaire is responsible for developing and implementing a quality assurance

manual that outlines the quality assurance process for managing all operations. This
includes conducting regular quality assurance audits to ensure that the operations are
meeting the defined standards. The deliverables for this role include the quality assurance
manual and regular reports on the results of quality assurance audits.
5. Compliance With Key Performance Indicators and Deliverables
The concessionaire will be responsible for ensuring that they comply with the Key
Performance Indicators (KPIs) specified in the Annexure, and that periodic audits and
monitoring will be carried out by an Independent Auditor (IA) and Independent Expert
(IE) in accordance with the KPIs. The concessionaire will also ensure that they deliver on
the agreed KPIs.
75
SCHEDULE – III TERMS OF REFERENCES FOR THE INDEPENDENT AUDITOR
The Independent Auditor shall be fulfilled the duties and responsibilities set out below:
1. APPOINTMENT
1.1. APPOINTMENT OF INDEPENDENT AUDITOR
1.1.1. Within [thirty (30)] days from the Effective Date, the Concessionaire shall provide
the PSC with a list of the Quality Control Review rated (QCR rated) reputable
firms of chartered accountants for appointment of the Independent Auditor (the
IA List).
1.1.2. Upon approval of the PSC of the IA List, the Concessionaire shall select a reputed
firm of auditors from IA List and the Concessionaire shall appoint such firm as
the Independent Auditor.
1.1.3. All appointments, payment and reporting will be done in accordance with the
standard operating procedures of the TTC.
1.2. DUTIES AND RESPONSIBILITIES OF THE INDEPENDENT AUDITOR
The Independent Auditor shall perform all such roles, duties and functions as are
contemplated to be performed by the Independent Auditor in this O&M Contract.
Without limiting the generality of the foregoing, during the O&M Period, the
Independent Auditor shall be responsible for:
(a) Conducting audit of the financial statements and other financial aspects in respect
to this O&M Contract and the obligations set forth therein in consideration to the
KPIs.
(b) Calculating Payable Contract Amount Payments, subject to Contract Amount

Payment Adjustments, in accordance with Article 7, as well as calculating other
payments as stipulated in the O&M Contract.
(c) Providing reports as envisaged in the O&M Contract.
(d) Assisting the Parties in determining the existence, nature and financial
implications under various heads of the O&M Contract including but not limited
to:
(i) Force Majeure Event,
(ii) Event of Default,
(iii) Change in Law,
(iv) Fundamental Change in Law,
(v) Any of the other relief items set out in the O&M Contract, and/or
reviewing and approving/certifying all activities associated with the
fulfillment of KPIs by the Concessionaire.
(e) If required, assisting the Parties in resolving any dispute or making

determinations referred to it pursuant to this O&M Contract.
(f) Carrying out any other duties and functions specified in the O&M Contract, other
than those listed above.
76
1.3. INDEPENDENCE
In respect of all matters dealing with the O&M Contract the Independent Auditor shall be
independent and shall ensure that it performs all its obligations in accordance with the
O&M Contract.
1.4. DELIVERABLES
Following is the list of deliverables:
(a) Annual Audit Report of the Financial Statements.
(b) Review of Periodic KPI report, wherever applicable.
(c) Quarterly audit report for payment disbursement.
(d) Any other task/report as mutually agreed upon from time to time, subject to
approval of the PSC.
77
SCHEDULE – IV TERMS OF REFERENCES FOR THE INDEPENDENT EXPERT
The Independent Expert shall be fulfilled the duties and responsibilities set out below:
2. APPOINTMENT
2.1. APPOINTMENT OF INDEPENDENT EXPERT
the PSC with a list of Independent Expert for appointment of the Independent
Expert (the IE List).
firm of IE from IE List and the Concessionaire shall appoint such firm as the
Independent Expert.
2.1.3. All appointments, payment and reporting will be done in accordance with the
standard operating procedures of the TTC.
2.2. DUTIES AND RESPONSIBILITIES OF THE INDEPENDENT EXPERT
The Independent Expert shall perform all such roles, duties and functions as are
contemplated to be performed by the Independent Expert mentioned in the Concession
Agreement. Without limiting the generality of the foregoing, the Independent Expert
shall be responsible for:
(a) Confirming Authority’s Conditions Precedent, Concessionaire’s Conditions
Precedent, and Joint Conditions Precedent of both Parties with Independent
Auditor and subsequently upon completion of the same, the issuance of Effective
Date Notification.
(b) Generating report on Covenants on each Quarter.
(c) Reviewing and approving/certifying all activities associated with the fulfilment
of KPIs by the Concessionaire.
(d) Assist the Concessionaire. in designing of the reporting and other Monitoring;
Evaluation and Reporting (MER) tools. (This is expected to be a one-time activity,
with revisions on need basis).

determinations referred to it pursuant to the Agreement.
(f) Reviewing the proposed changes in budget / assist in the re alignment of yearly
budget during the service period on the request of the Concessionaire.
(g) Carrying out any other duties and functions specified in the Concession
Agreement, other than those listed above, including (but not limited to)
reviewing, in case of any unmet / partially met KPIs, the reports of
Concessionaire’s compliance / contract manager to assess the reasons for non-
compliance of agreement.
78
SCHEDULE – V TERMS OF REFERENCES FOR THE INDEPENDENT ENGINEER
The Independent Engineer shall be fulfilled the duties and responsibilities set out below:
3. APPOINTMENT
3.1. APPOINTMENT OF INDEPENDENT ENEGINEER
the PSC with a list of Independent Engineer for appointment of the Independent
Engineer (the IE List).
firm of IE from IE List and the Concessionaire shall appoint such firm as the
Independent Engineer(IE) All appointments, payment and reporting will be done
in accordance with the standard operating procedures of the TTC.
3.2. DUTIES AND RESPONSIBILITIES OF THE INDEPENDENT Engineer
The Independent Engineer shall perform all such roles, duties and functions as are
contemplated to be performed by the Independent Expert mentioned in the Concession
Agreement. Without limiting the generality of the foregoing, the Independent Expert
shall be responsible for:
(a) Confirming Authority’s Conditions Precedent, Concessionaire’s Conditions

Precedent, and Joint Conditions Precedent of both Parties with Independent
Auditor and subsequently upon completion of the same, the issuance of Effective
Date Notification.
(b) Generating report on Covenants on annually.
(c) Inspection of the building and maintenance.
(d) Preparing guidelines with the Concessionaire for building maintenance. (This is
expected to be a one-time activity).

determinations referred to it pursuant to the Agreement.
(f) Carrying out any other duties and functions specified in the Concession
Agreement.
79
SCHEDULE – VI FORM OF PERFORMANCE SECURITY
[On Appropriate Stamp Paper]
FORM OF PERFORMANCE SECURITY
To:
TECHNICAL EDUCATION AND VOCATIONAL TRAINING AUTHORITY (TEVTA) -
GOVERNMENT OF BALOCHISTAN,
Guarantee No: ............................................................. (hereinafter referred to as the

“Guarantee”)
Dated: .............................................................
Guaranteed Amount:.............................................................
[Insert Name of Bank], being the Guarantee issuing bank (hereinafter referred to as the
“Guarantor Bank”) understands that the following parties have entered into an agreement
entitled the “Operations And Management Contract” dated 29 March, 2023 (hereinafter referred
to as the “O&M Contract”) for the management and operation of Technical and Training Center
/ Kharan TVET Institute in the Province of Balochistan under the public private partnership
mode:
(i) The Government of Balochistan (Through Technical Education and Vocational Training
Authority (TEVTA) having its offices at [●] (hereinafter referred to as the “Authority”);
and
(ii) [●], a company incorporated under the laws of Pakistan, having its registered office
located at [●] Phone No. ____________, (hereinafter referred to as the
“CONCESSIONAIRE”, which expression shall, where the context so permits, be deemed
to mean and include its successors in interest, liquidators and permitted assigns).
Further, the Guarantor Bank understands that pursuant to the terms of the O&M Contract, the
CONCESSIONAIRE is required to provide the Authority with a bank guarantee in an amount
equal to PKR 40,000,000/- (Pakistani Rupees Forty Million Rupees).
The above premised, the Guarantor Bank hereby undertakes irrevocably and unconditionally to
pay to the Authority, without any notice, reference or prior recourse to the CONCESSIONAIRE
or to any other entity or without any recourse or reference to the O&M Contract, any sum or
sums (or any part thereof) equivalent in aggregate up to but not exceeding a maximum amount
of PKR 40,000,000/- (Pakistani Rupees Forty Million Rupees) (hereinafter referred to as the
“Performance Guaranteed Amount”)immediately, however not later than [three (3)] business
days from the date of the Guarantor Bank’s receipt of the Authority’s first written demand
(hereinafter referred to as the “Demand”) at the Guarantor Bank’s offices located at [Insert
Address of the Guarantor Bank at which Demand will be made], such Demand stating:
(i) the total amounts demanded.
(ii) the bank account to which the amounts demanded pursuant to the demand are to be
credited/transferred (hereinafter referred to as the “Bank Account”)
A Demand shall only be honoured by the Guarantor Bank if it is made by and bears the signature
of an authorised officer or representative of the Authority.
The Guarantor Bank shall unconditionally honour a Demand here-under (notwithstanding any
direction to the contrary given or any dispute whatsoever raised by the CONCESSIONAIRE or
any other person) immediately (however not later than [3 (Three)] business days) of its receipt of
the Authority’s Demand, as stated earlier, and shall transfer the amount specified in the Demand
80
to the Bank Account. Any payment made here-under shall be made free and clear of and without
deduction for, or on account of, any present or future taxes, deductions or withholding of any
nature whatsoever and by whomsoever imposed, and where any withholding on a payment is
required by any applicable law, the Guarantor Bank shall comply with such withholding
obligations and shall pay such additional amount in respect of such payment such that the
Authority receives the full amount due here-under as if no such withholding had occurred.
This Guarantee shall come into force and shall become automatically effective upon its issuance.
After having come into force, this Guarantee and the Guarantor Bank’s obligations here-under
shall expire on [INSERT DATE AND TIME] (the Expiry Date) irrespective of whether this
Guarantee has been returned to the Guarantor Bank provided that, if the Authority issues a
Demand to the Guarantor Bank on or immediately prior to the Expiry Date and the same is
received by the Guarantor Bank on or prior to the Expiry Date, the Guarantor Bank shall honour
such Demand.
Upon expiry, this Guarantee shall be returned to the CONCESSIONAIRE without undue delay.
Multiple Demands may be made by the Authority under this Guarantee but the Guarantor Bank’s
aggregate liability shall be restricted up to the Guaranteed Amount.
The Guarantor Bank hereby agrees that any part of the O&M Contract may be amended,
renewed, extended, modified, compromised, released or discharged by mutual agreement
between the Authority and the CONCESSIONAIRE without:
(i) in any way impairing or affecting the Guarantor Bank’s liabilities here-under.
(ii) notice to the Guarantor Bank.
(iii) the necessity for any additional endorsement, consent or guarantee by the Guarantor
Bank.
The obligations of the Guarantor Bank herein are absolute and unconditional, irrespective of the
value, genuineness, validity, regularity or enforce-ability of the O&M Contract or the insolvency,
bankruptcy, reorganization, dissolution or liquidation of the CONCESSIONAIRE or any change
in ownership of the CONCESSIONAIRE or any purported assignment by the
CONCESSIONAIRE or any other circumstance whatsoever which might otherwise constitute a
discharge or defence of a guarantor or a surety. In order to give effect to this Guarantee, the
Authority shall be entitled to treat the Guarantor Bank as the principal debtor. This Guarantee
for its validity period shall not be affected in any manner by any change in the Guarantor Bank’s
constitution or of the CONCESSIONAIRE’s constitution or of their successors and assignees and
this Guarantee shall be legally valid, enforceable and binding on each of their successors and
permitted assignees.
All references to any contract or other instruments are by way of reference only and shall not
affect the Guarantor Bank’s obligations to make payment under the terms of this Guarantee.
The Authority may assign / transfer or cause or permit to be assigned or transferred any of its
rights, title, interests and benefits of this Guarantee with prior notification to the Guarantor Bank.
The Guarantor Bank shall not assign or transfer any of its rights or obligations under this
Guarantee.
If one or more of the provisions of this Guarantee are held or found to be invalid, illegal, or
unenforceable for any reason whatsoever, in any respect, any such invalidity, illegality, or
unenforceability of any provision shall not affect the validity of the remaining provisions of this
Guarantee.
The Guarantor Bank hereby represents and warrants to the Authority that:
81
(i) it has the power to execute, deliver and perform the terms and provisions of this
Guarantee and has taken all necessary action to authorize the execution, delivery and
performance by it of this Guarantee.
(ii) the Guarantor Bank has duly executed and delivered this Guarantee, and this Guarantee
constitutes its legal, valid and binding obligation enforceable in accordance with its terms.
(iii) neither the execution, delivery or performance by the Guarantor Bank of this Guarantee,
nor compliance by it with the terms and provisions hereof will:
a. contravene any material provision of any law, statute, rule or regulations or any
order, writ, injunction or decree of any court or governmental instrumentality.
b. conflict or be inconsistent with or result in any breach of any of the material terms,
covenants, conditions or provisions of, or constitute a default under any
agreement, contract or instrument to which the Guarantor Bank is a party of by
which it or any of its property or assets is bound.
c. violate any provision of the Guarantor Bank’s constituent documents.
(iv) no order, consent, approval, license, authorization or validation of, or filing, recording or
registration with (except as have been obtained or made prior to the date hereof), or
exemption by, any governmental or public body or authority, or any subdivision thereof,
is required to authorize, or is required in connection with:
a. the execution, delivery and performance of this Guarantee.
b. the legality, validity, binding effect or enforce-ability of this Guarantee.
Further, the Guarantor Bank hereby declares and confirms that the signatory(ies) to this
Guarantee is/are its duly authorized officer(s) to execute this Guarantee.
This Guarantee and all rights and obligations arising from this Guarantee shall be governed and
construed in all respects in accordance with the laws of Pakistan. The courts in Karachi, Pakistan
shall have exclusive jurisdiction in respect of any dispute relating to any matter contained herein.
EXECUTED & ISSUED

FOR AND ON BEHALF OF THE GUARANTOR BANK
Signature: ________________
Name: ________________
Designation: ________________
Dated: ________________
The precise form of the Performance Security (whether a, bank guarantee or a standby letter of credit) shall
be agreed between the CONCESSIONAIRE and the Authority prior to signing of the O&M Contract. The
quantum, duration and renewal mechanism of the Performance Security shall follow the principles set out
in the O&M Contract.
82
SCHEDULE – VII HANDING OVER CRITERIA
The Secondary Implementing Agency shall handover to the concessionaire the Institute, in
accordance with the handing over proforma, which will basically list down the assets, furniture
and fixtures available at the Institute at the time of Handing Over. After the signing of this O&M
Contract, at the time of actual handing over of Institute to the concessionaire, handing over
proforma will become an integral part of this Schedule.
83
SCHEDULE – VIII LIST OF ITEMS TO BE PROCURED BY CONCESSIONAIRE
SR. NO. TRADE TOTAL COST

1 Plumbing Trade- Machinery, Equipment and Tools 4,436,290
2 Solar Trade- Machinery, equipment and Tools 11,339,180
3 Livestock farm manager Trade- Machinery, equipment and 5,457,000

Tools
4 Horticulture Trade- Machinery, equipment and Tools 10,500,650
5 Agriculture Trade- Machinery, equipment and Tools 12,339,180
6 Construction Trade- Machinery, equipment and Tools 13,509,180
7 Mining Trade- Machinery, equipment and Tools 15,339,180
8 Equipment & Furniture for Bungalows and Quarters- Kharan 7,274,000
TOTAL: 80,194,660
84
SCHEDULE – IX CONTRACT AMOUNT PAYMENT SCHEDULE
SR. NO. YEAR QUARTER ENROLMENT UNIT AMOUNT

PRICE
1 April 1, 2023 - June 30, 2023 420 17,365 21,880,072
July 1, 2023 - September 30, 17,365 21,880,073
2 420
2023
Year 1 October 1, 2023 - December 31, 17,365 21,880,073
3 420
2023
January 1, 2024 - March 31, 17,365 21,880,072
4 420
2024
Total Year-1 87,520,290
5 April 1, 2024 - June 30, 2024 420 15,829 19,945,099
July 1, 2024 - September 30, 15,829 19,945,099
6 420
2024
Year-2 October 1, 2024 - December 31, 15,829 19,945,099
7 420
2024
January 1, 2025 - March 31, 15,829 19,945,098
8 420
2025
Total Year-2 79,780,395
9 April 1, 2025 - June 30, 2025 840 12,936 32,599,967
July 1, 2025 - September 30, 12,936 32,599,967
10 840
2025
11 840
2025
January 1, 2026 - March 31, 12,936 32,599,966
12 840
2026
Total Year-3 130,399,867
13 April 1, 2026 - June 30, 2026 1320 13,215 52,332,189
July 1, 2026 - September 30, 13,215 52,332,189
14 1320
2026
15 1320
2026
January 1, 2027 - March 31, 13,215 52,332,189
16 1320
2027
Total Year-4 209,328,756
17 April 1, 2027 - June 30, 2027 1320 13,882 54,972,591
July 1, 2027 - September 30, 13,882 54,972,590
18 1320
2027
19 1320
2027
January 1, 2028 - March 31, 13,882 54,972,590
20 1320
2028
Total Year-5 219,890,362
Grand Total 5 years 726,919,670
85
SCHEDULE – X MANAGEMENT FEE
MANAGEMENT FEE (5 YEARS)

SR. AMOUNT-QUARTER AMOUNT – YEAR
YEAR QUARTER
NO WISE WISE
1 April 1, 2023 - June 30, 2023 2,838,283
2 July 1, 2023 - September 30, 2023 2,838,283

11,353,132
Year-1
3 October 1, 2023 - December 31, 2023 2,838,283
4 January 1, 2024 - March 31, 2024 2,838,283
5 April 1, 2024 - June 30, 2024 3,264,025
6 July 1, 2024 - September 30, 2024 3,264,025

13,056,102
Year-2
8 January 1, 2025 - March 31, 2025 3,264,025
9 April 1, 2025 - June 30, 2025 3,753,629
10 July 1, 2025 - September 30, 2025 3,753,629

15,014,516
Year-3
12 January 1, 2026 - March 31, 2026 3,753,629
13 April 1, 2026 - June 30, 2026 4,316,674
14 July 1, 2026 - September 30, 2026 4,316,674

17,266,695
Year-4
16 January 1, 2027 - March 31, 2027 4,316,674
17 April 1, 2027 - June 30, 2027 4,964,175
18 July 1, 2027 - September 30, 2027 4,964,175

19,856,699
Year-5
20 January 1, 2028 - March 31, 2028 4,964,175
Total 76,547,144 76,547,144
86

Management Contract - June 20 2023

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Management Contract - June 20 2023

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______________________________________________________________________________

OPERATIONS AND MANAGEMENT CONTRACT FOR

BALOCHISTAN PUBLIC PRIVATE PARTNERSHIP AUTHORITY (BPPPA),

BALOCHISTAN TECHNICAL EDUCATION AND VOCATIONAL TRAINING

FOR AND ON BEHALF OF THE JOINT VENTURE BETWEEN

MANAGEMENT & DEVELOPMENT CENTRE (PRIVATE) LIMITED

DATED: MARCH 29, 2023

1. DEFINITIONS AND INTERPRETATION ...............................................................................................................2

2. APPOINTMENT OF CONCESSIONAIRE .............................................................................................................12

3. CONDITIONS PRECEDENTS (CP) .....................................................................................................................12

4. GRANT OF CONTRACT AND O&M PERIOD ...................................................................................................15

5. APPOINTMENT OF INDEPENDENT AUDITOR, INDEPENDENT ENGINEER AND INDEPENDENT EXPERT .........17

6. COMMENCEMENT OF O&M WORKS..............................................................................................................19

7. CONTRACT AMOUNT PAYMENTS ...................................................................................................................24

8. GENERAL COVENANTS ...................................................................................................................................28

9. PERFORMANCE SECURITY ..............................................................................................................................30

10. EMPLOYEES ................................................................................................................................................31

11. EMERGENCY STEP-IN .................................................................................................................................32

12. AFFILIATION WITH THE NATIONAL AND/ OR FOREIGN UNIVERSITIES .....................................................33

13. CHANGE-IN LAW ........................................................................................................................................33

14. INDEMNITY AND INSURANCE ....................................................................................................................35

15. FORCE MAJEURE ........................................................................................................................................36

16. EVENTS OF DEFAULT (EOD) .....................................................................................................................40

17. REMEDY OF DEFAULTS AND TERMINATION PROCEDURE ........................................................................41

18. TERMINATION COMPENSATION .................................................................................................................44

19. DISPUTE RESOLUTION ...............................................................................................................................45

20. REPRESENTATIONS AND WARRANTIES......................................................................................................47

21. MISCELLANEOUS PROVISIONS ...................................................................................................................49

22. SUCCESS FEE ..............................................................................................................................................52

23. GOVERNANCE AND OPERATIONS ..............................................................................................................52

SCHEDULE – I QUALITATIVE AND QUANTITATIVE KEY PERFORMANCE INDICATORS ...........................................58

SCHEDULE – II CONCESSIONAIRE’S SCOPE OF WORK ............................................................................................67

SCHEDULE – III TERMS OF REFERENCES FOR THE INDEPENDENT AUDITOR .........................................................76

SCHEDULE – IV TERMS OF REFERENCES FOR THE INDEPENDENT EXPERT ...........................................................78

SCHEDULE – V TERMS OF REFERENCES FOR THE INDEPENDENT ENGINEER .........................................................79

SCHEDULE – VI FORM OF PERFORMANCE SECURITY .............................................................................................80

SCHEDULE – VII HANDING OVER CRITERIA ...........................................................................................................83

SCHEDULE – VIII LIST OF ITEMS TO BE PROCURED BY CONCESSIONAIRE ............................................................84

SCHEDULE – IX CONTRACT AMOUNT PAYMENT SCHEDULE..................................................................................85

SCHEDULE – X MANAGEMENT FEE .........................................................................................................................86

BALOCHISTAN PUBLIC PRIVATE PARTNERSHIP AUTHORITY (BPPPA) – PLANNING &

BALOCHISTAN TECHNICAL EDUCATION AND VOCATIONAL TRAINING AUTHORITY (BTEVTA) –

A. The Government of Balochistan is intending to outsource the operations and management

1. DEFINITIONS AND INTERPRETATION

“Applicable Permits” shall mean any permissions, clearances, concessions,

“Arbitration” shall have the meaning given in Article 19.2.3 below.

“Arbitration Act” shall mean the Pakistan Arbitration Act, 1940.

“Arbitrator” shall have the meaning given in Article 19.2.3 below.

(d) the imposition by a Government Authority of any new Applicable Permit;

Provided, that Change in Law shall not include:

(c) any modification, amendment, variation, alteration or repeal of any existing

“Concessionaire’s Contract Amount Payment Account” shall mean the account to be

“Concessionaire’s Employees” shall have the same meaning as ascribed thereto it in

“Contract Payment Account Funding Amount” means, in respect of a Contract Amount

“Contract Amount Payment Account Funding Date” means:

“Contract Amount Payment Adjustment” means, in relation to a Contract Amount

(b) the Independent Expert determines that:

"Contract Amount Payment Evaluation Date" means:

“Contract Amount Payment Evaluation Period” means:

“Emergency” shall mean a condition or situation that:

(a) requires intervention by the Implementing Agencies to prevent harm, damage,

“Event of Default” (EOD) shall mean Concessionaire’s Event of Default or the

“Expert” shall mean a firm or organization of repute with recognized