NORTH EAST-II Circle OFC AGREEMENT NO. 30-170-8-1-NE-II/2009-USF dated 16.01.2012 AGREEMENT FOR SUPPORT FROM USO FUND FOR AUGMENTATION, CREATION AND MANAGEMENT OF INTRA-DISTRICT SDHQ – DHQ OFC NETWORK FOR TRANSPORT OF RURAL / REMOTE AREA TRAFFIC ON BANDWIDTH SHARING BASIS IN NORTH EAST-II CIRCLE (COMPRISING STATES OF ARUNACHAL PRADESH, MANIPUR& NAGALAND) UNDER UNIVERSAL SERVICES OBLIGATION FUND THE INDIAN TELEGRAPH (AMENDMENT) RULES, 2006 NO. 30-170-8-1/NE-II/2009-USF DATED 16TH JAN, 2012 HOST OPERATOR: M/s RailTel Corporation of India Limited TOTAL PAGES: 101 GOVERNMENT OF INDIA MINISTRY OF COMMUNICATIONS & IT DEPARTMENT OF TELECOMMUNICATIONS OFFICE OF THE ADMINISTRATOR (USF) 20 ASHOKA ROAD, NEW DELHI-110 001, INDIA BB UNIT, USOF NORTH EAST-II OFC AGREEMENT No. 30-170-8-1/NE-II/2009-USF dated 16 .01.2012 AGREEMENT FOR SUPPORT FROM USO FUND FOR AUGMENTATION, CREATION AND MANAGEMENT OF INTRA-DISTRICT SDHQ – DHQ OFC NETWORK FOR TRANSPORT OF RURAL / REMOTE AREA TRAFFIC ON BANDWIDTH SHARING BASIS IN NORTH EAST-II CIRCLE(COMPRISING STATES OF ARUNACHAL PRADESH,MANIPUR& NAGALAND This Agreement, for and on behalf of the President of India, is entered into on the 16TH day of January 2012 by and between the Administrator, Universal Service Obligation Fund, Department of Telecommunications, acting through Shri Arun Agarwal, Director (BB) USOF, Department of Telecommunications (DoT), Sanchar Bhawan, 20, Ashoka Road, New Delhi – 110 001 (hereinafter called the Administrator) of the First Party. And M/s RailTel Corporation of India Limited, a company registered under the Companies Act 1956, having its registered office at 10th Floor, Bank of Baroda Building, 16 Sansad Marg New Delhi, acting through Shri Anshul Gupta, Chief General Manager/Marketing, the authorized signatory (hereinafter called the Host Operator which expression shall, unless repugnant to the context, includes its successor in business, administrators, liquidators and assigns or legal representatives) of the Second Party. Whereas the Host Operator has requested and the Administrator agreed to enter into an Agreement for subsidy support from USO fund for augmentation, creation and management of intra-district SDHQ – DHQ OFC network for transport of rural / remote area traffic on bandwidth sharing basis in North East-II Circle, described in Schedule-I appended hereto, on the terms and conditions recorded hereinafter in these presents. Now this Agreement witnesses as follows: 1. In consideration of the performance of all the terms and conditions, mentioned in this Agreement, on the part of the Host Operator, the Administrator does enter into this Agreement for subsidy support from USO fund for augmentation, creation and management of intra-district SDHQ – DHQ OFC network for transport of rural / remote area traffic on bandwidth sharing basis in North East-II Circle, as described in Schedule-I appended hereto. 2. This Agreement will remain valid for 8 (Eight) years from the effective date unless revoked earlier for any reasons whatsoever. 3. The Host Operator hereby agrees and unequivocally undertakes to fully comply with all terms and conditions stipulated in Schedule-II this agreement without any deviation or reservation of any kind. 4. The effective date of this Agreement shall be 16th January, 2012. 2 NORTH EAST-II OFC AGREEMENT No. 30-170-8-1/NE-II/2009-USF dated 16 .01.2012 5. Unless otherwise mentioned or apparent from the context, letter 30-170-8-1/NE - II/2009-USF dated 03.01.2012 [Letter of Intent (LOI)], issued in this regard, and subsequent clarifications, if any, shall form part and parcel of this Agreement. Except in case of conflict or inconsistency on any issue relating to this Agreement, the terms set out in the body of this Agreement with Schedules annexed thereto shall prevail. In Witness Whereof, the Parties hereto have caused this Agreement to be executed through their respective authorized representatives on the 16th January 2012 Signed for and on behalf of the President of India, by (Arun Agarwal) Director (BB) USOF Department of Telecommunications Signed on behalf of M/s RailTel Corporation of India Limited by Shri Anshul Gupta, Chief General Manager/Marketing, authorized signatory and holder of power of attorney dated 21.03.2011executed in accordance with the Resolution No.06 dated 27.01.2002, passed by the Board of Directors. by (Anshul Gupta) Chief General Manager/Marketing RailTel Corporation of India Limited in the presence of:Witnesses: 1. Signature ---------------------------------------------- Name ---------------------------------------------- Occupation: ---------------------------------------------- Address ---------------------------------------------- Place. ---------------------------------------------- 2. Signature ---------------------------------------------- Name ---------------------------------------------- Occupation: ---------------------------------------------- Address ---------------------------------------------- Place. ---------------------------------------------- 3 NORTH EAST-II OFC AGREEMENT No. 30-170-8-1/NE-II/2009-USF dated 16 .01.2012 Table of Contents Topic S. No. Page No. Agreement SUPPORT FROM USO FUND FOR AUGMENTATION, CREATION AND MANAGEMENT OF INTRA-DISTRICT SDHQ – DHQ OFC NETWORK FOR TRANSPORT OF RURAL / REMOTE AREA 2-3 TRAFFIC ON BANDWIDTH SHARING BASIS IN NORTH EAST-II CIRCLE Schedule-I Schedule of NORTH EAST-II Circle 5 - 6 Schedule-II Terms and Conditions Section - 1: General Conditions 8-13 Section - 2: Commercial Conditions 14-16 Section - 3: Operating Conditions 17-22 Section - 4: Technical Conditions 23-28 Section - 5: Financial Conditions 29-35 Section - 6: Definitions 36-37 Annexures 38 - 101 4 NORTH EAST-II OFC AGREEMENT No. 30-170-8-1/NE-II/2009-USF dated 16 .01.2012 SCHEDULE-I SCHEDULE OF NORTH EAST-II CIRCLE The Agreement is entered into for subsidy support from USO fund for augmentation, creation and management of intra-district SDHQ – DHQ OFC network for transport of rural / remote area traffic on bandwidth sharing basis in North East-II Circle, described in Schedule-I. The Circle-wise/SDHQ-DHQ-wise summary of these rural exchanges, where the augmented/created intra-district broadband OFC network is to be provided, is given below. The detailed list is given separately at Annexure-I-1. The Host Operator shall build, operate, own and manage all the equipment/infrastructure for the provisioned intra-district augmented/created OFC transport network for which the Agreement has been entered into. Summary of DHQ/ SDHQ etc. (NORTH EAST-II Circle) ARUNACHAL PRADESH NO. DISTRICT DHQ SDHQ Addl. Loc./Enroute Total loc. Loc/ Repeater 1 Tawang 1 7 1 9 2 West Kameng 1 11 2 14 3 East Kameng 1 12 4 17 4 Papum Pare 1 12 5 18 Lower Subansiri + 2 16 4 22 5 Kurming Kurmey 6 Upper Subansiri 1 16 4 21 7 West Siang 1 24 8 33 8 East Siang 1 14 3 18 9 Upper Siang 1 9 1 11 Dibang Valley + Lower Dibang 2 8 1 11 10 valley 11 Lohit + Anjaw 2 15 2 19 12 Changlang 1 12 2 15 13 Tirap 1 17 0 18 TOTAL 16 173 37 226 MANIPUR NO. DISTRICT DHQ SDHQ Addl. Loc./ En- Total loc. route Loc. 1 Senapati 1 6 1 8 2 Tamenglong 1 4 1 6 3 Ukhrul 1 5 3 9 4 Churachandpur 1 10 2 13 5 Bishnupur 1 2 0 3 6 Thoubal 1 3 0 4 7 Imphal West 1 5 0 6 8 Imphal East 1 5 1 7 9 Chandel 1 4 1 6 TOTAL 9 44 9 62 5 NORTH EAST-II OFC AGREEMENT No. 30-170-8-1/NE-II/2009-USF dated 16 .01.2012 NAGALAND NO. DISTRICT DHQ SDHQ Addl. Loc./ En- Total loc. route Loc. 1 Mon 1 13 4 18 2 Dimapur 1 6 2 9 3 Kohima 2 10 3 15 4 Zunheboto 1 11 4 16 5 Workha 1 10 2 13 6 Phek 1 10 2 13 7 Tuensang 3 18 3 24 8 Mokokchung 1 9 1 11 TOTAL 11 87 21 119 6 NORTH EAST-II OFC AGREEMENT No. 30-170-8-1/NE-II/2009-USF dated 16 .01.2012 SCHEDULE-II TERMS AND CONDITIONS 7 NORTH EAST-II OFC AGREEMENT No. 30-170-8-1/NE-II/2009-USF dated 16 .01.2012 SECTION -1 GENERAL CONDITIONS 1.0 This Agreement, signed by the Host Operator with the Administrator USF, shall be subject to the terms and conditions (including Transfer, Assignment or Franchising) of the Registration/Certificate/License conditions for Infrastructure Providers Category-II (IP-II)/ BSO (Basic Services)/ CMTS (Cellular Mobile Telephone Services)/ UASL (Unified Access Service Licensees)/ NLD (National Long Distance) License issued by DOT, as applicable. 1.1 SCOPE OF THE AGREEMENT 1.1.1 The Host Operator shall Set up and Provide (i.e. procure, install, test, commission), Build and Own, Operate, Maintain and Manage the augmented and created OFC transport network and associated infrastructure required for effective provision of bandwidth on sharing basis, as per the terms and condition laid down in the Agreement in all districts of NE-II Circle as per Schedule-I (read along with Annexure I.I) for which the Agreement is entered into with the M/s RailTel Corporation of India Limited, hear-in-after referred to as the “Host Operator”. 1.1.2 The Host Operator shall be solely responsible for complete augmented and created bandwidth in the district-wise OFC networks, covering both existing routes/sections, utilized/upgraded as well as new sections. This responsibility shall be on a continuous basis and will extend to all aspects of the scheme viz., roll-out and commissioning, operation and maintenance, and providing bandwidth on sharing basis as prescribed therein. 1.1.3 The Host Operator would be required to, inter-alia, create the requisite bandwidth by deploying appropriate transport technology as described in the Schedule-II, Section: 1, GENERAL CONDITIONS, Clauses 1.2 - 1.4 & Schedule-II, Section: 4, TECHNICAL CONDITIONS, for meeting deliverables of the scheme prescribed in the clause 4.5 of Schedule-II, Section: 4, TECHNICAL CONDITIONS of the Agreement.