Draft Engineering Procurement and Construction (EPC)

Agreement
For

RFP for Rectification of Black Spot

TN-02 (596) by Construction of 4
Lane V.U.P at Km 290+153 on NH-7
(New no. NH-44) Semmadai, RE Wall
& Retaining Wall approaches, 2 Lane
Service Road (B/s), etc. in the State of
Tamilnadu on EPC mode.

PART - I

REGIONAL OFFICE
National Highways Authority of India
Madurai Region,
Vijay Krishna plaza, 2nd&3rd floor,
No.1 lake Area, Mattuthavani,
Madurai 625 107

March, 2022
 Table of Contents

Part I 1

Preliminary 1

1 Definitions and Interpretations 4

1.1 Definitions 4
1.2 Interpretation 12
1.3 Measurements and arithmetic conventions 14
1.4 Priority of agreements and errors/discrepancies 14
1.5 Joint and several liability 15

Part II 16

Scope of Project 16

2 Scope of the Project 0

2.1 Scope of the Project 0

3 Obligations of the Authority 1

3.1 Obligations of the Authority 1
3.2 Maintenance obligations prior to the Appointed Date 2
3.3 Environmental Clearances 2
3.4 Deemed Termination upon delay 3

4 Obligations of the Contractor 4

4.1 Obligations of the Contractor 4
4.2 Obligations relating to sub-contracts and any other agreements 6
4.3 Employment of foreign nationals 7
4.4 Contractor’s personnel 7
4.5 Advertisement on Project Highway 8
4.6 Contractor's care of the Works 8
4.7 Electricity, water and other services 8
4.8 Unforeseeable difficulties 8
4.9 Co-ordination of the Works 8
4.10 Environmental Measures 9
4.11 Site Data 9
 4.12 Sufficiency of Contract Price 10
4.13 Clearance of the Site 10

5 Representations and Warranties 11

5.1 Representations and warranties of the Contractor 11
5.2 Representations and warranties of theAuthority 14
5.3 Disclosure 14

6 Disclaimer 15
6.1 Disclaimer 15

Part III 39

Construction and Maintenance 39

7 Performance Security 41
7.1 PerformanceSecurity 41
7.2 Extension of Performance Security and Additional Performance Security 41
7.3 Appropriation of PerformanceSecurity 42
7.4 Release of PerformanceSecurity 42
7.5 Retention Money 42

8 Right of Way 44
8.1 The Site 44
8.2 Procurement of the Site 44
8.3 Damages for delay in handing over the Site 45
8.4 Site to be free from Encumbrances 48
8.5 Protection of Site from encroachments 48
8.6 Special/ temporary Right of Way 48
8.7 Access to the Authority and the Authority’s Engineer 48
8.8 Geological and archaeological finds 48

9 Utilities and Trees 50

9.1 Existing utilities androads 50
9.2 Shifting of obstructing utilities 50
9.3 New utilities 50
9.4 Felling of trees 51
9.5 Dismantling ofstructures 51
 9.6 DevelopmentPeriod 52

10 Design and Construction of the Project Highway 53

10.1 Obligations prior to commencement ofWorks 53
10.2 Design and Drawings 55
10.3 Construction of the Project Highway 57
10.4 Maintenance during Construction Period 58
10.5 Extension of time forcompletion 59
10.6 IncompleteWorks 60
10.7 Maintenance Manual 60
10.8 As-BuiltRecords 61
10.9 Contractor's Use of Authority’sDocuments 61

11 Quality Assurance, Monitoring and Supervision 62

11.1 Quality of Materials andworkmanship 62
11.2 Quality control system 62
11.3 Methodology 62
11.4 Inspection and technical audit by the Authority 63
11.5 External technical audit 63
11.6 Inspection of construction records 63
11.7 Monthly progress reports 63
11.8 Inspection 64
11.9 Samples 65
11.10 Tests 65
11.11 Examination of work before coveringup 65
11.12 Rejection 66
11.13 Remedialwork 66
11.14 Delays during construction 67
11.15 Quality control records and Documents 67
11.16 Video recording 67
11.17 Suspension of unsafe Construction Works 67
11.18 Staff and Labour 68

12 Completion Certificate 71
12.1 Tests onCompletion 71
 12.2 Completion Certificate 71
12.3 Rescheduling of Tests 72

13 Change of Scope 73
13.1 Change of Scope 73
13.2 Procedure for Change of Scope 73
13.3 Payment for Change ofScope 75
13.4 Restrictions on Change ofScope 75
13.5 Power of the Authority to undertakeWorks 76

14 Maintenance 77
14.1 Maintenance obligations of theContractor 77
14.2 Maintenance Requirements 78
14.3 Maintenance Programme 78
14.4 Safety, vehicle breakdowns and accidents 79
14.5 Lane closure 79
14.6 Reduction of payment for non-performance of Maintenance obligations 79
14.7 Authority’s right to take remedial measures 80
14.8 Restoration of loss or damage to Project Highway 80
14.9 Overriding powers of the Authority 80
14.10 Taking over Certificate 81

15 Supervision and Monitoring during Maintenance 82

15.1 Inspection by theContractor 82
15.2 Inspection and payments 82
15.3 Tests 83
15.4 Reports of unusual occurrence 83

16 Traffic Regulation 84
16.1 Traffic regulation by the Contractor 84

17 Defects Liability 85
17.1 Defects LiabilityPeriod 85
17.2 Remedying Defects 85
17.3 Cost of remedying Defects 85
17.4 Contractor’s failure to rectify Defects 86
17.5 Extension of Defects Liability Period 86
18 Authority’s Engineer 87
18.1 Appointment of the Authority’s Engineer 87
18.2 Duties and authority of the Authority’s Engineer 87
18.3 Delegation by the Authority’s Engineer 88
18.4 Instructions of the Authority’s Engineer 88
18.5 Determination by the Authority’s Engineer 89
18.6 Remuneration of the Authority’s Engineer 89
18.7 Termination of the Authority’s Engineer 89

Part IV 91

Financial Covenants 91

19 Payments 91
19.1 Contract Price 91
19.2 Advance Payment 91
19.3 Procedure for estimating the payment for the Works 93
19.4 Stage Payment Statement for Works 94
19.5 Stage Payment for Works 94
19.6 Monthly Maintenance Statement of the Project Highway 95
19.7 Payment for Maintenance of the Project Highway 95
19.8 Payment of Damages 96
19.9 Time of payment and interest 96
19.10 Price adjustment for the Works 96
19.11 Restrictions on price adjustment 99
19.12 Price adjustment for Maintenance of Project Highway 99
19.13 Final Payment Statement 100
19.14 Discharge 100
19.15 Final Payment Certificate 100
19.16 Final payment statement for Maintenance 101
19.17 Change in law 101
19.18 Correction of Interim Payment Certificates 102
19.19 Authority’s claims 102
19.20 Bonus for early completion 102
20 Insurance 103
20.1 Insurance for Works and Maintenance 103
20.2 Notice to the Authority 104
20.3 Evidence of Insurance Cover 104
20.4 Remedy for failure to insure 104
20.5 Waiver of subrogation 104
20.6 Contractor’s waiver 105
20.7 Cross liabilities 105
20.8 Accident or injury to workmen 105
20.9 Insurance against accident to workmen 105
20.10 Application of insurance proceeds 106
20.11 Compliance with policy conditions 106
20.12 General Requirements of Insurance Policies 106

Part V 109

Force Majeure and Termination 109

21 Force Majeure 111

21.1 Force Majeure 111
21.2 Non-Political Event 111
21.3 Indirect Political Event 111
21.4 Political Event 112
21.5 Duty to report Force Majeure Event 112
21.6 Effect of Force Majeure Event on the Agreement 113
21.7 Termination Notice for Force Majeure Event 114
21.8 Termination Payment for Force Majeure Event 114
21.9 Dispute resolution 115
21.10 Excuse from performance of obligations 115

22 Suspension of Contractor’s Rights 116

22.1 Suspension upon Contractor Default 116
22.2 Authority to act on behalf of Contractor 116
22.3 Revocation of Suspension 116
22.4 Termination 116
23 Termination 118
23.1 Termination for Contractor Default 118
23.2 Termination for Authority Default 120
23.3 Termination for Authority’s convenience 121
23.4 Requirements after Termination 121
23.5 Valuation of Unpaid Works 121
23.6 Termination Payment 122
23.7 Other rights and obligations of the Parties 123
23.8 Survival of rights 123
23.9 Foreclosure with mutualconsent 123

Part VI 125

Other Provisions 125

24 Assignment and Charges 126

24.1 Restrictions on assignment and charges 126
24.2 Hypothecation of Materials or Plant 126

25 Liability and Indemnity 127

25.1 Generalindemnity Error! Bookmark not defined.
25.2 Indemnity by the Contractor 127
25.3 Notice and contest of claims 128
25.4 Defence of claims 128
25.5 Survival on Termination 129

26 Dispute Resolution 130

26.1 Dispute Resolution 130
26.2 Conciliation 130
26.3 Arbitration 130
26.4 Adjudication by Regulatory Authority, Tribunal or Commission 131

27 Miscellaneous 133
27.1 Governing law andjurisdiction 133
27.2 Waiver of immunity 133
27.3 Delayed payments 133
 27.4 Waiver 133
27.5 Liability for review of Documents and Drawings 134
27.6 Exclusion of implied warranties etc. 134
27.7 Survival 134
27.8 Entire Agreement 134
27.9 Severability 135
27.10 No partnership 135
27.11 Third parties 135
27.12 Successors and assigns 135
27.13 Notices 135
27.14 Language 136
27.15 Counterparts 136
27.16 Confidentiality 136
27.17 Copyright and Intellectual Property rights 136
27.18 Limitation of Liability 137
27.19 Care and Supply of Documents 137
27.20 Authority’s Use of Contractor’s Documents. 138
27.21 Contractor’s Use of Authority’s Documents 138
27.22 Access to the Site by Others 138
27.23 Term 139
27.24 Amendments 139
27.25 Representation and Bribes 139
27.26 No Agency 139

Schedules 141

Schedule-A 142

Site of the Project 142

1 The Site 142

Annex-I : Site 143
Annex-II : Dates for providing Right of Way of Construction Zone 147
Annex-III : Alignment Plans 148
Annex-IV : Environment Clearances 149
Schedule - B 150

Development of the Project Highway 150

1. Development of the Project Highway 150

2. [Rehabilitation and augmentation] 150
3. Specifications and Standards 150
Annex-I : Description of [Two-Laning] 151

Schedule - C 166

Project Facilities 166

1. Project Facilities 166

2. Description of Project Facilities 166

Schedule - D 167

Specifications and Standards 167

1. Construction 167
2. Design Standards 167
Annex-I : Specifications and Standards for Construction 168

Schedule - E 169

Maintenance Requirements 169

1. Maintenance Requirements 169

2. Repair/rectification of Defects and deficiencies 169
3. Other Defects and deficiencies 169
4. Extension of time limit 169
5. Emergency repairs/restoration 170
6. Daily inspection by the Contractor 170
7. Pre-monsoon inspection / Post-monsoon inspection 170
8. Repairs on account of natural calamities 170
Annex-I : Repair/rectification of Defects and deficiencies 171

Schedule - F 208

Applicable Permits 208

1. Applicable Permits 208

Schedule – G 209

Annex-I : Form of Bank Guarantee 209

Annex-II : Form for Guarantee for Advance Payment 213

Schedule - H

Contract Price Weightages 220

Schedule - I 217

Drawings 227

1. Drawings 227
2. Additional Drawings 227
Annex-I : List of Drawings 228

Schedule - J 229

Project Completion Schedule Error! Bookmark not defined.

1. Project Completion Schedule 229

2. Project Milestone-I 229
3. Project Milestone-II 229
4. Project Milestone-III 229
5. Scheduled Completion Date 229
6. Extension of time 230

Schedule - K 231

Tests on Completion 231

1. Schedule for Tests 231

2. Tests 231
3. Agency for conducting Tests 232
4. Completion Certificate 232

Schedule - L 233

Completion Certificate 233

Schedule - M 234

Payment Reduction for Non-Compliance 234

1. Payment reduction for non-compliance with the Maintenance Requirements 234

2. Percentage reductions in lump sum payments on monthly basis 234

Schedule - N 236

Selection of Authority’s Engineer 236

1. Selection of Authority’s Engineer 236

2. Terms of Reference 236
3. Appointment of Government entity as Authority’s Engineer 236
Annex-I : Terms of Reference for Authority’s Engineer 237

Schedule - O 243

Forms of Payment Statements 243

1. Stage Payment Statement for Works 243

2. Monthly Maintenance Payment Statement 243
3. Contractor’s claim for Damages 243

Schedule - P 244

Insurance 244

1. Insurance during Construction Period 244

2. Insurance for Contractor's Defects Liability 244
3. Insurance against injury to persons and damage to property 244
4. Insurance to be in joint names 245

Schedule-Q 246

Tests on Completion of Maintenance Period 246

1. Riding Quality test: 246

2. Visual and physical test: 246

Schedule-R 247

Taking Over Certificate 247

Schedule –S Procedure for Dispute Resolution Board

 Part I

Preliminary

1
 Engineering, Procurement and Construction Agreement

THIS AGREEMENT1is entered into on this the ……….. day of ………, 20…..

Between
The President of India through the Ministry of Road Transport & Highways, Government
of India represented by:

Chairman, National Highways Authority of India, G-5 & 6, Sector 10, Dwarka, New Delhi-
110075

(hereinafter referred to as the “Authority” which expression shall, unless

repugnant to the context or meaning thereof, include its administrators,
successors and assigns) of One Part;

And

<insert name of party>, the selected bidder having its registered office at
<insert registered office address of the party>, (hereinafter referred to as the
“Contractor” which expression shall, unless repugnant to the context or
meaning thereof, include its successors and permitted assigns) of the Other
Part.

Whereas:

A. The Government of India entrusted the development, maintenance and management of

National Highway No. 45 to the Authority.

B. The Authority resolved to Construction of 4 Lane V.U.P at Km 290+153 on NH-7

(New no. NH-44) Semmadai, RE Wall & Retaining Wall approaches, 2 Lane Service
Road (B/s), etc. in the State of Tamilnadu on EPC mode.
(Hereinafter called the “NH 44”) on Engineering, Procurement, Construction (“EPC”)
basis in accordance with the terms and conditions to be set forth in an agreement to be
entered into.

C. The Authority accordingly invited the proposals (the “Request for Proposals” or
“RFP”) from the eligible bidders as per the technical and commercial terms and
conditions prescribed in the RFP for undertaking the Project.

D. After evaluation of the bids received, the Authority accepted the bid of the
selected bidder and issued its Letter of Acceptance No. <insert details> dated <insert
date> (hereinafter called the “LOA”) to the selected bidder for Construction of 4 Lane
V.U.P at Km 290+153 on NH-7 (New no. NH-44) Semmadai, RE Wall & Retaining
Wall approaches, 2 Lane Service Road (B/s), etc. in the State of Tamil Nadu on EPC
mode at the Contract Price specified hereinafter, requiring the selected bidder to inter-
alia:

2
 a. to give his consent to enter into this Agreement and the enforceability of the
provisions thereof, within 10 (ten) days of the date of issue of LOA;
b. submit Performance Security as per RFP requirements, and
c. Execute this Agreement within 10 days from the receipt of 50% of Performance
Security.

(ii) The Contractor has fulfilled the requirements specified in Recital (D) above;

NOW, THEREFORE, in consideration of the foregoing and the respective covenants set forth in
this Agreement, the sufficiency and adequacy of which is hereby acknowledged, the Authority
hereby covenants to pay the Contractor, in consideration of the obligations specified herein,
the Contract Price or such other sum as may become payable under the provisions of the
Agreement at the times and in the manner specified by the Agreement and intending to be
legally bound hereby, the Parties agree as follows:

3
 Article 1

Definitions and Interpretations

1.1 Definitions

The words and expressions beginning with capital letters and defined in
this Agreement shall, unless the context otherwise requires, have the meaning
ascribed thereto herein, and the words and expressions defined in the
Schedules and used therein shall have the meaning ascribed thereto in the
Schedules.

In this Agreement, the following words and expressions shall, unless

repugnant to the context or meaning thereof, have the meaning hereinafter
respectively assigned to them:

“Accounting Year” means the financial year commencing from the first day
ofAprilofanycalendaryearandendingonthethirty-firstdayofMarchofthe next calendar
year;

“Advance Payment” shall have the meaning set forth in Clause 19.2;

“Affected Party” shall have the meaning set forth in Clause 21.1;

“Affiliate” means, in relation to either Party {and/or Members}, a person who controls,
is controlled by, or is under the common control with such Party {or Member} (as used
in this definition, the expression “control” means, with respect to a person which is a
company or corporation, the ownership, directly or indirectly, of more than 50% (fifty
per cent) of the voting shares of such person, and with respect to a person which is not
a company or corporation, the power to direct the management and policies of such
person, whether by operation of law or by contract or otherwise);

“Agreement” means this Agreement, its Recitals, the Schedules hereto and any
amendments thereto, or any supplementary agreement made in accordance with the
provisions contained in this Agreement;

“Applicable Laws” means all laws, brought into force and effect by the GOI or the State
Government including rules, regulations and notifications made there under, and
judgements, decrees, injunctions, writs and orders of any court of record, applicable to
this Agreement and the exercise, performance and discharge of the respective rights
and obligations of the Parties hereunder, as may be in force and effect during the
subsistence of this Agreement;

“Applicable Permits” means all clearances, licences, permits, authorisations, no

objection certificates, consents, approvals and exemptions required to be obtained or
maintained under Applicable Laws in connection with the construction, operation and
maintenance of the Project Highway during the subsistence of this Agreement;

4
 “Appointed Date” means the date declared by the Authority as the project
commencement date with the consent of the contractor, as per the process prescribed
in Article 3 and 8 of this Agreement;

“Arbitration Act” means the Arbitration and Conciliation Act, 1996, with all its
subsequent amendments;

“Authority” shall have the meaning attributed thereto in the array of Parties
hereinabove as set forth in the Recitals;

“Authority Default” shall have the meaning set forth in Clause 23.2;

“Authority’s Engineer” shall have the meaning set forth in Clause 18.1;

“Authority Representative” means such person or persons as may be authorised in

writing by the Authority to act on its behalf under this Agreement and shall include any
person or persons having authority to exercise any rights or perform and fulfil any
obligations of the Authority under this Agreement;

“Bank” means a bank in corporate in India and recognized by the Reserve Bank of India

“Base Rate” means the floor rate of interest announced by the State Bank of India for
all its lending operations;

“Base Date” means the last date of the calendar month, which precedes the Bid Due
Date by at least 28 (twenty eight) days;

“Bid” means the documents in their entirety comprised in the bid submitted by the
[selected bidder / Joint venture] in response to the Request for Proposal in accordance
with the provisions there of;

“Bid Security” means the bid security provided by the Contractor to the Authority in
accordance with the Request for Proposal, and which is to remain in force until
substituted by the Performance Security;

“Change in Law” means the occurrence of any of the following after the Base Date:

the enactment of any new Indian law;

the repeal, modification or re-enactment of any existing Indian law;
the commencement of any Indian law which has not come into effect until the Base Date;
or a change in the interpretation or application of any Indian law by a judgement of a court of
record which has become final, conclusive and binding, as compared to such interpretation or
application by a court of record prior to the Base Date.

“Change of Scope” shall have the meaning set forth in Article 13;

“Change of Scope Notice” shall have the meaning set forth in Clause 13.2 (i);

5
 “ChangeofScopeRequest”shallhavethemeaningsetforthinClause13.2 (ii);

“Change of Scope Order” shall have the meaning set forth in Clause 13.2 (v);

“Completion Certificate” shall have the meaning set forth in Clause 12.2;

“Construction” shall have the meaning set forth in Clause 1.2 (f);

“Construction Period” means the period commencing from the Appointed Date and
ending on the date of the Completion Certificate;

“Construction Zone” shall have the meaning set forth in Clause 8.3 (i);

“Contract Price” means the amount specified in Clause 19.1 (i);

“Contractor” shall have the meaning attributed thereto in the array of Parties
hereinabove as set forth in the Recitals;

“Contractor Default” shall have the meaning set forth in Clause 23.1;

“Cure Period” means the period specified in this Agreement for curing any breach or
default of any provision of this Agreement by the Party responsible for such breach or
default and shall:

commence from the date on which a notice is delivered by one Party to the other Party
asking the latter to cure the breach or default specified in such notice;
not relieve any Party from liability to pay Damages or compensation under the provisions
of this Agreement; and
not in any way be extended by any period of Suspension under this Agreement; provided
that if the cure of any breach default by the Contractor requires any reasonable action by the
Contractor that must be approved by the Authority or the Authority’s Engineer hereunder, the
applicable Cure Period shall be extended by the period taken by the Authority or the
Authority’s Engineer to accord their approval;

“Damages” shall have the meaning set forth in paragraph (w) of Clause 1.2;

“Defect” means any defect or deficiency in Construction of the Works or any part
thereof, which does not conform with the Specifications and Standards, and in the case
of Maintenance, means any Defect or deficiency which is specified in Schedule-E;

“Defects Liability Period” shall have the meaning set forth in Clause 17.1;

“Dispute” shall have the meaning set forth in Clause 26.1;

“Dispute Resolution Procedure” means the procedure for resolution of Disputes set
forth in Article 26;

6
“Drawings” means all of the drawings, calculations and documents pertaining to the
Project Highway as set forth in Schedule-I, and shall include ‘as built’ drawings of the
Project Highway;

“Document” or “Documentation” means documentation in printed or written form,

or in tapes, discs, drawings, computer programmes, writings, reports, photographs,
films, cassettes, or expressed in any other written, electronic, audio or visual form;

“Emergency” means a condition or situation that is likely to endanger the safety or

security of the individual so nor about the Project Highway, including Users thereof, or
which poses an immediate threat of material damage to any of the Project Assets;

“Encumbrances” means, in relation to the Project Highway, any encumbrances such

as mortgage, charge, pledge, lien, hypothecation, security interest, assignment,
privilege or priority of any kind having the effect of security or other such obligations,
and shall include any designation of loss to payees or beneficiaries or any similar
arrangement under any insurance policy pertaining to the Project Highway, where
applicable herein but excluding utilities referred to in Clause9.1;

“EPC” means engineering, procurement and construction;

“Final Payment Certificate” shall have the meaning set forth in Clause 19.15;

“Final Payment Statement” shall have the meaning set forth in Clause 19.13;

“Force Majeure” or “Force Majeure Event” shall have the meaning ascribed to it in
Clause 21.1;

“GAD” or “General Arrangement Drawings” shall have the meaning set forth in
Clause 3.1 (iii) (b);

“GOI” or “Government” means the Government of India;

“Good Industry Practice” means the practices, methods, techniques, designs,

standards, skills, diligence, efficiency, reliability and prudence which are generally and
reasonably expected from a reasonably skilled and experienced contractor engaged in
the same type of undertaking as envisaged under this Agreement and which would be
expected to result in the performance of its obligations by the Contractor in accordance
with this Agreement, Applicable Laws and Applicable Permits in reliable, safe,
economical and efficient manner;

“Government Instrumentality” means any department, division or sub- division of

the Government or the State Government and includes any commission, board,
authority, agency or municipal and other local authority or statutory body including
panchayat under the control of the Government or the State Government, as the case
may be, and having jurisdiction over all or any part of the Project Highway or the
performance of all or any of the services or obligations of the Contractor under or
pursuant to this Agreement;

7
“Handover Memorandum” shall have the meaning set forth in Clause 8.2;

“IRC” means the Indian Roads Congress;

“Indemnified Party” means the Party entitled to the benefit of an indemnity pursuant
to Article25;

“IndemnifyingParty”meansthePartyobligatedtoindemnifytheotherParty pursuant to
Article25;

“Indirect Political Event” shall have the meaning set forth in Clause 21.3;

“Insurance Cover” means the aggregate of the maximum sums insured under the
insurance taken out by the Contractor pursuant to Article20, and includes all
insurances required to be taken out by the Contractor under Clauses 20.1 and 20.9 but
not actually taken, and when used in the context of any act or event, it shall mean the
aggregate of the maximum sums insured and payable or deemed to be insured and
payable in relation to such act or event;

“Intellectual Property” means all patents, trademarks, service marks, logos, get-up,
trade names, internet domain names, rights in designs, blue prints, programmes and
manuals, drawings, copyright (including rights in computer software), database rights,
semi-conductor, topography rights, utility models, rights in know-how and other
intellectual property rights, in each case whether registered or unregistered and
including applications for registration, and all rights or forms of protection having
equivalent or similar effect anywhere in the world;

“Interim Payment Certificate” or “IPC” means the interim payment certificate issued
by the Authority’s Engineer for payment to the Contractor in respect of Contractor’s
claims for payment raised in accordance with the provisions of this Agreement;

“Joint Venture” means the group of entities which have come together for
implementation of this Project;

“Lead Member” shall, in the case of a joint venture, mean the member of
suchjointventurewhoshallhavetheauthoritytobindthecontractorandeach member of
the Joint venture; and shall be deemed to be the Contractor for the purposes of this
Agreement; the Lead Member shall itself undertake and perform at least 51% (fifty one
per cent) of the total length of the Project Highway;

“LOA” or “Letter of Acceptance” means the letter of acceptance issued by the

Authority as referred to in Recital (D);

“Maintenance” means the maintenance of the Project Highway as set forth in Article
14 for the period specified therein;

“Maintenance Inspection Report” shall have them eaning set forth in Clause 15.2;

“MaintenanceManual”shallhavethemeaningascribedtoitinClause10.7;

8
“MaintenanceProgramme”shallhavethemeaningsetforthinClause14.3;

“Maintenance Period” shall have the meaning set forth in Clause 14.1;

“Maintenance Requirements” shall have the meaning set forth in Clause 14.2;

“Major Bridge” means a bridge having a total length of more than 60 (sixty) metres
between the inner faces of the dirt walls as specified in IRC:5;

“Manual” shall mean the Manual of Standards and Specifications for Project Highways;

“Material Adverse Effect” means a material adverse effect of any act or event on the
ability of either Party to perform any of its obligations under and in accordance with
the provisions of this Agreement and which act or event causes a material financial
burden or loss to either Party;

“Materials” comprise of all the supplies used by the Contractor used in the Works or
for the maintenance of the Project Highway;

“Monthly Maintenance Statement shall have them eaning set forth in Clause 19.6;

“MORTH” means the Ministry of Road Transport and Highways or any substitute
thereof dealing with Highways;

“Non-Political Event” shall have the meaning set forth in Clause 21.2;

“Parties” means the parties to this Agreement collectively and “Party” shall mean any
of the parties to this Agreement individually;

“Performance Security” shall have the meaning set forth in Clause 7.1;

“Plant” means the apparatus and machinery intended to form or forming part of the
works of the Works;

“Political Event” shall have the meaning set forth in Clause 21.4;

“Programme” shall have the meaning set forth in Clause 10.1 (iii);

“Project” means the construction and maintenance of the Project Highway in

accordance with the provisions of this Agreement, and includes all works, services and
equipment relating to or in respect of the Scope of the Project;

“Project Assets” means all physical and other assets relating to (a) tangible assets such
as civil works and equipment including foundations, embankments, pavements, road
surface, interchanges, bridges, culverts, road over-bridges, drainage works, traffic
signals, sign boards, kilometre-stones, [toll plaza(s)], electrical systems,
communication systems, rest areas, relief centres, maintenance depots and
administrative offices; and (b) Project Facilities situated on the Site;

9
“Project Completion Date” means the date on which the Completion Certificate is
issued;

“Project Completion Schedule” means the progressive Project Milestones set forth in
Schedule-J for completion of the Project Highway on or before the Scheduled
Completion Date;

“Project Facilities” means all the amenities and facilities situated on the Site, as
described in Schedule-C;

“Project Highway” means the Site comprising Construction of 4 Lane V.U.P at Km

290+153 on NH-7 (New No. NH-44) Semmadai, RE Wall & Retaining Wall
approaches, 2 Lane Service Road (B/s) etc. in the State of Tamilnadu on EPC Mode
and all Project Assets, and its subsequent development and augmentation in accordance
with this Agreement;

“Project Milestone” means the project milestone set forth in Schedule-J;

“Proof Consultant” shall have the meaning set forth in Clause 10.2;

“Quality Assurance Plan” or “QAP” shall have the meaning set forth in Clause 11.2;

“Re.”, “Rs.” or “Rupees” or “Indian Rupees” or “INR” means the lawful currency of
the Republic of India;

“Request for Proposals” or “RFP” shall have the meaning set forth in Recital ‘C’;

“Retention Money” shall have the meaning set forth in Clause 7.5;

“Right of Way” means and refers to the total land required and acquired for the project,
both in its width and length, together with all way leaves, easements, unrestricted
access and other rights of way, howsoever described, necessary for construction and
maintenance of the Project Highway in accordance with this Agreement;

“Safety Consultant” shall have the meaning set forth in Clause 10.1;

“Scheduled Completion Date” shall be the date set forth in Clause 10.3;

“Scheduled Construction Period” means the period commencing from the Appointed
Date and ending on Scheduled Completion Date;

“Scope of the Project” shall have the meaning set forth in Clause 2.1;

“Section” means a part of the Project Highway;

“Site” shall have the meaning set forth in Clause 8.1;

“Specifications and Standards” means the specifications and standards

relatingtothequality,quantity,capacityandotherrequirementsfortheProject Highway,
as set forth in Schedule-D, and any modifications thereof, or additions thereto, as

10
included in the design and engineering for the Project Highway submitted by the
Contractor to, and expressly approved by, the Authority;

"Stage Payment Statement" shall have the meaning set forth in Clause 19.4;

“Structures” means an elevated road or a flyover, as the case may be;

“Sub-contractor” means any person or persons to whom a part of the Works or the
Maintenance has been subcontracted by the Contractor and the permitted legal
successors in title to such person, but not an assignee to such person;

“Suspension” shall have the meaning set forth in Article 22;

“Taking Over Certificate” shall have the meaning set forth in Clause 14.10;

“Taxes” means any Indian taxes including GST, excise duties, customs duties, value
added tax, sales tax, local taxes, cess and any impostorsur charge of like nature
(whether Central, State or local) on the goods, Materials, equipment and services
incorporated in and forming part of the Project Highway charged, levied or imposed by
any Government Instrumentality, but excluding any interest, penalties and other sums
in relation thereto imposed on any account whatsoever. For the avoidance of doubt,
Taxes shall not include taxes on corporate income;

“Termination” means the expiry or termination of this Agreement;

“Termination Notice” means the communication issued in accordance with this

Agreement by one Party to the other Party terminating this Agreement;

“Termination Payment” means the amount payable by either Party to the other upon
Termination in accordance with Article 23;

“Terms of Reference” or “TOR” shall have the meaning set forth in Clause 18.2;

“Tests” means the tests set forth in Schedule-K to determine the completion of Works
in accordance with the provisions of this Agreement;

“Time Extension” shall have the meaning set forth in Clause 10.5;

“User” means a person who travels or intends to travel on the Project Highway or any
part thereof in/on any vehicle;

“Valuation of Unpaid works” shall have the meaning set forth in Clause 23.5;

“Works” means all works including survey and investigation, design, engineering,
procurement, construction, Plant, Materials, maintenance, temporary works and other
things necessary to complete the Project Highway in accordance with this Agreement;
and

11
 “WPI” means the wholesale price index for various commodities as published by the
Ministry of Commerce and Industry, GOI and shall include any index which substitutes
the WPI, and any reference to WPI shall, unless the context otherwise requires, be
construed as a reference to the WPI published for the period ending with the preceding
month.

1.2 Interpretation

In this Agreement, unless the context otherwise requires,

references to any legislation or any provision thereof shall include amendment or re-
enactment or consolidation of such legislation or any provision thereof so far as such
amendment or re-enactment or consolidation applies or is capable of applying to any
transaction entered into hereunder;
references to laws of India or Indian law or regulation having the force of law shall include
the laws, acts, ordinances, rules, regulations, bye laws or notifications which have the force of
law in the territory of India and as from time to time may be amended, modified, supplemented,
extended or re-enacted;
references to a “person” and words denoting a natural person shall be construed as a
reference to any individual, firm, company, corporation, society, trust, government, state or
agency of a state or any association or partnership (whether or not having separate legal
personality) of two or more of the above and shall include successors and assigns;
the table of contents, headings or sub-headings in this Agreement are for convenience of
reference only and shall not be used in, and shall not affect, the construction or interpretation
of this Agreement;
the words “include” and “including” are to be construed without limitation and shall be
deemed to be followed by “without limitation” or “but not limited to” whether or not they are
followed by such phrases;
references to “construction” or “building” include, unless the context otherwise requires,
survey and investigation, design, developing, engineering, procurement, supply of plant,
materials, equipment, labour, delivery, transportation, installation, processing, fabrication,
testing, and commissioning of the Project Highway, including maintenance during the
Construction Period, removing of defects, if any, and other activities incidental to the
construction and “construct” or “build” shall be construed accordingly;
references to “development” include, unless the context otherwise requires, construction,
renovation, refurbishing, augmentation, up- gradation and other activities incidental thereto
during the Construction Period, and “develop” shall be construed accordingly;
any reference to any period of time shall mean a reference to that according to Indian
standard time;
any reference to day shall mean a reference to a calendar day;
references to a “business day” shall be construed as a reference to a day (other than a
Sunday) on which banks in Delhi are generally open for business;

12
 any reference to month shall mean a reference to a calendar month as per the Gregorian
calendar;
references to any date, period or Project Milestone shall mean and include such date, period
or Project Milestone as may be extended pursuant to this Agreement;
any reference to any period commencing “from” a specified day or date and “till” or “until”
a specified day or date shall include both such days or dates; provided that if the last day of any
period computed under this Agreement is not a business day, then the period shall run until
the end of the next business day;
the words importing singular shall include plural and vice versa;
references to any gender shall include the other and the neutral gender;
“lakh” means a hundred thousand (100,000) and “crore” means ten million (10,000,000);
“indebtedness” shall be construed so as to include any obligation (whether incurred as
principal or surety) for the payment or repayment of money, whether present or future, actual
or contingent;
references to the “winding-up”, “dissolution”, “insolvency”, or “reorganisation” of a
company or corporation shall be construed so as to include any equivalent or analogous
proceedings under the law of the jurisdiction in which such company or corporation is
incorporated or any jurisdiction in which such company or corporation carries on business
including the seeking of liquidation, winding-up, reorganisation, dissolution, arrangement,
protection or relief of debtors;
save and except as otherwise provided in this Agreement, any reference, at any time, to any
agreement, deed, instrument, licence or document of any description shall be construed as
reference to that agreement, deed, instrument, licence or other document as amended, varied,
supplemented, modified or suspended at the time of such reference; provided that this Clause
shall not operate so as to increase liabilities or obligations of the Authority hereunder or
pursuant hereto in any manner whatsoever;
any agreement, consent, approval, authorization, notice, communication, information,
report or any other correspondence required under or pursuant to this Agreement, from or by
any Party or the Authority’s Engineer, shall be valid and effective only if it is routed through
NHAI Data Lake (unless the law requires to send such notice, communication, etc through
physical/any other specified mode only) under the hand of a duly authorized representative of
such Party or the Authority’s Engineer, as the case may be, in this behalf and not otherwise;
the Schedules and Recitals to this Agreement form an integral part of this Agreement and
will be in full force and effect as though they were expressly set out in the body of this
Agreement;
references to Recitals, Articles, Clauses, Sub-clauses or Schedules in this Agreement shall,
except where the context otherwise requires, mean references to Recitals, Articles, Clauses,
Sub-clauses and Schedules of or to this Agreement, and references to a Paragraph shall, subject
to any contrary indication, be construed as a reference to a Paragraph of this Agreement or of
the Schedule in which such reference appears;

13
 the damages payable by either Party to the other of them, as set forth in this Agreement,
whether on per diem basis or otherwise, are mutually agreed genuine pre-estimated loss and
damage likely to be suffered and incurred by the Party entitled to receive the same and are not
by way of penalty or liquidated damages (the “Damages”); and
time shall be of the essence in the performance of the Parties’ respective obligations. If any
time period specified herein is extended for the reasons specified in the Agreement, such
extended time shall also be of the essence.

Unless expressly provided otherwise in this Agreement, anyDocumentation

required to be provided or furnished by the Contractor to the Authority shall
be provided free of cost and in three copies, and if the Authorityis required to
return any such Documentation with its comments and/or approval, it shall be
entitled to retain two copies thereof.

The rule of construction, if any, that a contract should be interpreted

against the parties responsible for the drafting and preparation thereof, shall
not apply.

Any word or expression used in this Agreement shall, unless otherwise

defined or construed in this Agreement, bear its ordinary English meaning and,
for these purposes, the General Clauses Act, 1897 shall not apply.

1.3 Measurements and arithmetic conventions

All measurements and calculations shall be in the metric system and calculations done to 2 (two)
decimal places, with the third digit of 5 (five) or above being rounded up and below 5 (five) being
rounded down.

1.4 Priority of agreements and errors/discrepancies

This Agreement, and all other agreements and documents forming part of
or referred to in this Agreement are to be taken as mutually explanatory and,
unless otherwise expressly provided elsewhere in this Agreement, the priority
of this Agreement and other documents and agreements forming part hereof or
referred to herein shall, in the event of any conflict between them, be in the
following order:

this Agreement; and all other agreements and documents forming part hereof or referred
to herein; i.e. this Agreement at (a) above shall prevail over the agreements and documents at
(b) Subject to the provisions of Clause 1.4 (i), in case of ambiguities or discrepancies within
this Agreement, the following shall apply:
between two or more Clauses of this Agreement, the provisions of a specific Clause relevant
to the issue under consideration shall prevail over those in other Clauses;
between the Clauses of this Agreement and the Schedules, the Clauses shall prevail and
between Schedules and Annexes, the Schedules shall prevail;
between any two Schedules, the Schedule relevant to the issue shall prevail;

14
 between the written description on the Drawings and the Specifications and Standards, the
latter shall prevail;
between the dimension scaled from the Drawing and its specific written dimension, the
latter shall prevail; and
between any value written in numerals and that in words, the latter shall prevail.

1.5 Joint and several liability

If the Contractor has formed a Joint Venture of two or more persons for
implementing the Project:

These persons shall, without prejudice to the provisions of this Agreement or any other
agreement, be deemed to be jointly and severally liable to the Authority for the performance of
the Agreement; and the Contractor shall ensure that no change in the composition of the Joint
Venture is effected without the prior consent of the Authority.

Without prejudice to the joint and several liability of all the members of the
Joint Venture, the Lead Member shall represent all the members of the Joint
Venture and shall always be liable and responsible for discharging the functions
and obligations of the Contractor. The Contractor shall ensure that each
member of the Joint Venture shall be bound by any decision, communication,
notice, action or inaction of the Lead Member on any matter related to this
Agreement and the Authority shall be entitled to rely upon any such action,
decision or communication of the Lead Member. The Authority shall have the
right to release payments solely to the Lead Member and shall not in any
manner be responsible or be held liable for the inter se allocation of payments
among members of the Joint venture.2

2This Clause 1.5 may be omitted if the Contractor is not a Joint venture. Even if the Contractor
is a Joint venture, the Authority may, at its discretion, delete this provision.

15
 Part II

Scope of Project

16
 Article 2

Scope of the Project

2.1 Scope of the Project

Under this Agreement, the scope of the Project (the “Scope of the Project”) shall mean
and include:

construction of the Project Highway on the Site set forth in Schedule- A and as specified in
Schedule-B together with provision of Project Facilities as specified in Schedule-C, and in
conformity with the Specifications and Standards set forth in Schedule-D;
maintenance of the Project Highway in accordance with the provisions of this Agreement
and in conformity with the requirements set forth in Schedule-E; and
performance and fulfilment of all other obligations of the Contractor in accordance with
the provisions of this Agreement and matters incidental thereto or necessary for the
performance of any or all of the obligations of the Contractor under this Agreement.

0
 Article 3

Obligations of the Authority

3.1 Obligations of the Authority

The Authority shall, at its own cost and expense, undertake, comply with
and perform all its obligations set out in this Agreement or arising hereunder.

The Authority shall be responsible for the correctness of the Scope of the
Project, Project Facilities, Specifications and Standards and the criteria for
testing of the completed Works.

The Authority shall, upon submission of the Performance Security as per

the RFP by the Contractor, shall provide to the Contractor:

No less than 90% (ninety per cent) of the required Right of Way of the Construction Zone
of total length of the Project Highway within a period of 30 (thirty) days from the date of this
Agreement, which shall be in contiguous stretches of length not less than 5 (five) kilometre.
approval of the general arrangement drawings (the “GAD”) from railway authorities to
enable the Contractor to construct road over- bridges/ under-bridges at level crossings on the
Project Highway in accordance with the Specifications and Standards, and subject to the terms
and conditions specified in such approval, within a period of 60 (sixty) days from the
Appointed Date, and reimbursement of all the costs and expenses paid by the Contractor to the
railway authorities for and in respect of the road over-bridges/ under bridges; and
all the environmental clearances for the Project Highway have been received.

Delay in providing the Right of Way or approval of GAD by railway authorities, as the
case may be, in accordance with the provisions of Clause 3.1 (iii) shall entitle the Contractor
to Damages in a sum calculated in accordance with the provisions of Clause 8.3 of this
Agreement and Time Extension in accordance with the provisions of Clause 10.5 of this
Agreement. For the avoidance of doubt, the Parties agree that the Damages for delay in
approval of GAD by the railway authorities for a particular road over-bridge/ under-bridge
shall be deemed to be equal to the Damages payable under the provisions of Clause 8.3 for
delay in providing Right of Way for a length of 2 (two) kilometre for each such road over-
bridge/ under-bridge.

Notwithstanding anything to the contrary contained in this Agreement, the Parties

expressly agree that the aggregate Damages payable under Clauses 3.1 (iv), 8.3 and 9.5 shall
not exceed 1% (one per cent) of the Contract Price. For the avoidance of doubt, the Damages
payable by the Authority under the aforesaid Clauses shall not be additive if they arise
concurrently from more than one cause but relate to the same part of the Project Highway.

Both the parties agree that payment of such Damages shall be full and final settlement of all
claims of the Contractor and such compensation shall be the sole remedy against delays of

1
 the Authority and both parties further agree that the payment of Damages shall be the final
cure for the Contractor against delays of the Authority, without recourse to any other
payments.

The Authority agrees to provide support to the Contractor and undertakes to observe,
comply with and perform, subject to and in accordance with the provisions of this Agreement
and the Applicable Laws, the following:

upon written request from the Contractor, and subject to the Contractor complying with
Applicable Laws, provide reasonable support to the Contractor in procuring Applicable
Permits required from any Government Instrumentality for implementation of the Project;
upon written request from the Contractor, provide reasonable assistance to the Contractor
in obtaining access to all necessary infrastructure facilities and utilities, including water and
electricity at rates and on terms no less favourable than those generally available to
commercial customers receiving substantially equivalent services;
procure that no barriers that would have a material adverse effect on the works are erected
or placed on or about the Project Highway by any Government Instrumentality or persons
claiming through or under it, except for reasons of Emergency, national security, law and order
or collection of inter-state taxes;
not do or omit to do any act, deed or thing which may in any manner violate any provisions
of this Agreement;
support, cooperate with and facilitate the Contractor in the implementation of the Project
in accordance with the provisions of this Agreement; and
upon written request from the Contractor and subject to the provisions of Clause 4.3,
provide reasonable assistance to the Contractor and any expatriate personnel of the Contractor
or its Sub-contractors to obtain the applicable visas and the requisite work permits for the
purposes of discharge by the Contractor or its Sub-contractors of their obligations under this
Agreement and the agreements with the Sub-contractors.

3.2 Maintenance obligations prior to the Appointed Date

The Authority shall, prior to the Appointed Date, maintain the Project Highway, at its
own cost and expense, so that its traffic worthiness and safety are at no time materially
inferior as compared to its condition 10 (ten) days prior to the last date for submission
of the Bid, and in the event of any material deterioration or damage other than normal
wear and tear, undertake repair thereof. For the avoidance of doubt, the Authority shall
undertake only routine maintenance prior to the Appointed Date, and it shall undertake
special repairs only in the event of excessive deterioration or damage caused due to
unforeseen events such as floods or earthquake.

3.3 Environmental Clearances

All the environmental clearances for the Project Highway have been procured.

2
3.4 Deemed Termination upon delay

Without prejudice to the provisions of Clauses 8.3, and subject to the provisions of
Clause 7.3, the Parties expressly agree that in the event the Appointed Date does not
occur, for any reason whatsoever, within 90 days of signing of the Agreement and
submission of the full Performance Security by the Contractor, the Agreement shall be
deemed to have been terminated. The Authority shall pay damages to the Contractor
equivalent to 1% of the Contract Price (3% in case of standalone bridge projects). All
other rights, privileges, claims and entitlements of the Contractor under or arising out
of this Agreement shall be deemed to have been waived by, and to have ceased. The
Contractor shall hand over all information in relation to the Highway, including but not
limited to any data, designs, drawings, structures, information, plans, etc. prepared by
them for the Highway, to the Authority.

3
 Article 4

Obligations of the Contractor

4.1 Obligations of the Contractor

Subject to and on the terms and conditions of this Agreement, the

Contractor shall undertake the survey, investigation, design, engineering,
procurement, construction, and maintenance of the Project Highway and
observe, fulfil,
complywithandperformallitsobligationssetoutinthisAgreementorarising
hereunder.

TheContractorshallcomplywithallApplicableLawsandApplicablePermits
(including renewals as required) in the performance of its obligations under
this Agreement.

Subject to the provisions of Clauses 4.1 (i) and 4.1 (ii), the Contractor shall
discharge its obligations in accordance with Good Industry Practice and as a
reasonable and prudent person.

The Contractor shall remedy any and all loss, defects, or damage to the
Project Highway from the Appointed Date until the end of the Construction
Period at the Contractor’s cost, save and except to the extent that any such loss,
defect,
ordamageshallhavearisenfromanywilfuldefaultorneglectoftheAuthority.

The Contractor shall remedy any and all loss, defect or damage to the
Project Highway during the Defects Liability Period at the Contractor’s cost to
the extent that such loss, defect or damage shall have arisen out of the reasons
specified in Clause17.3.

The Contractor shall remedy any and all loss or damage to the Project
Highway during the Maintenance Period at the Contractor’s cost, including
those stated in Clause 14.1 (ii), save and except to the extent that any such loss
or damage shall have arisen on account of any wilful default or neglect of the
Authority or on account of a Force Majeure Event.

The Contractor shall, at its own cost and expense, in addition to and not in
derogation of its obligations elsewhere set out in this Agreement:

make, or cause to be made, necessary applications to the relevant Government

Instrumentalities with such particulars and details as may be required for obtaining Applicable
Permits set forth in Schedule-F and obtain and keep in force and effect such Applicable Permits
in conformity with the Applicable Laws;
procure, as required, the appropriate proprietary rights, licences, agreements and
permissions for Materials, methods, processes and systems used or incorporated into the
Project Highway;

4
 make reasonable efforts to maintain harmony and good industrial relations among the
personnel employed by it or its Sub-contractors in connection with the performance of its
obligations under this Agreement;
ensure and procure that its Sub-contractors comply with all Applicable Permits and
Applicable Laws in the performance by them of any of the Contractor’s obligations under this
Agreement;
not do or omit to do any act, deed or thing which may in any manner violate any provisions
of this Agreement;
support, cooperate with and facilitate the Authority in the implementation and operation
of the Project in accordance with the provisions of this Agreement;
ensure that the Contractor and its Sub-contractors comply with the safety and welfare
measures for labour in accordance with the Applicable Laws and Good Industry Practice;
keep, on Site, a copy of this Agreement, publications named in this Agreement, the
Drawings, Documents relating to the Project, and Change of Scope orders and other
communications given under this Agreement. The Authority’s Engineer and its authorised
personnel shall have the right of access to all these documents at all reasonable times;
cooperate with other contractors employed by the Authority and personnel of any public
authority; and
not interfere unnecessarily or improperly with the convenience of the public, or the access
to and use and occupation of all roads and footpaths, irrespective of whether they are public or
in the possession of the Authority or of others.

The Contractor shall undertake all necessary superintendence to plan,

arrange, direct, manage, inspect and test the Works. The Contractor shall
provide all necessary superintendence of the Works for the proper fulfilling of
the Contractor's obligations under the Agreement. Such superintendence shall
be given by competent person having adequate knowledge of the operations to
be carried out (including the methods and techniques required, the hazards
likely to be encountered and methods of preventing accidents) for the
satisfactory and safe execution of the Works.

The Contractor shall obtain and maintain a project related bank account
operational at site where all transactions related to the payment of work will
be done. The Contractor shall submit a monthly account statement and a
detailed report on utilization of funds transferred to this project related bank
account to Authority’s Engineer. Notwithstanding anything contrary to this
agreement, the authority, in the interest and to ensure timely completion of the
work, reserves the right to audit such bank accounts to ensure that there is no
diversion of funds from this project specific account to any other project being
implemented by the Contractor.

The Contractor shall provide the documents of the Contractor specified in

the Agreement, and all Contractors' personnel; Goods, consumables and other

5
 things and services, whether of a temporary or permanent nature, required in
and for the execution, completion of Works and remedying defects.

The Contractor shall perform the Works in conformity with the Project
requirements and other requirements and standards prescribed under or
pursuant to the Agreement.

The Contractor shall carry out such work incidental and contingent to the
original Scope of the Project to comply with Good Industry Practices.

The Contractor shall maintain required staff and necessary Contractor’s

equipment and materials within the reach of the Site during the Defects
Liability Period so that any defects arising are promptly attended.

4.2 Obligations relating to sub-contracts and any other agreements

The Contractor, whether Joint Venture or sole, shall not sub-contract any
Works in more than 49% (forty nine per cent) of the Contract Price and shall
carry out Works directly under its own supervision and through its own
personnel and equipment in atleast 51% (fifty one percent) of the Contract
Price. Further, in case the Contractor is a Joint Venture, then the Lead Member
shall carry out Works directly through its own resources (men, material and
machines etc.) in at least 51% (fifty one per cent) of total length of the Project
Highway. Provided, however, that in respect of the Works carried out directly
by the Contractor, it may enter into contracts for the supply and installation of
Materials, Plant, equipment, road furniture, safety devices and labour, as the
case may be, for such Works. For the avoidance of doubt, the Parties agree that
the Contractor may sub-divide the afore said length of 51% (fifty one percent)
in no more than 5 (five) sections of the Project Highway. The Parties further
agree that all obligations and liabilities under this Agreement for the entire
project Highway shall at all times remain with the Contractor.

In the event any sub-contract for Works, or the aggregate of such sub-
contracts with any Sub-contractor, exceeds 5% (five percent) of the Contract
Price, the Contractor shall communicate the name and particulars, including the
relevant experience of the Sub-contractor, to the Authority prior to enteringinto
any such sub-contract. The Authority shall examine the particulars of the Sub-
contractor from the national security and public interest perspective and may
require the Contractor, no later than 15 (fifteen) business days from the date of
receiving the communication from the Contractor, not to proceed with the sub-
contract, and the Contractor shall comply there with.

In the event any sub-contract referred to in Clause 4.2 (ii) relates to a Sub-
contractor who has, over the preceding 3 (three) years, not undertaken at least
one work of a similar nature with a contract value exceeding 40% (forty per
cent) of the value of the sub-contract to be awarded hereunder, and received
payments in respect thereof for an amount equal to at least such 40% (forty per
cent), the Authority may, no later than 15 (fifteen) business days from the date

6
 of receiving the communication from the Contractor, require the Contractor not
to proceed with such sub-contract, and the Contractor shall comply therewith
without delay or demur.

It is expressly agreed that the Contractor shall, at all times, be responsible

and liable for all its obligations under this Agreement notwithstanding anything
contained in the agreements with its Sub-contractors or any other agreement
that may be entered into by the Contractor, and no default under any such
agreement shall excuse the Contractor from its obligations or liability under
this Agreement. However, in case of non-compliance of the Contractor towards
his obligations for payments to the approved Sub-contractor(s), which is likely
to affect the progress of works, the authority reserves the right to intervene and
direct the Contractor to release such outstanding payments to approved Sub-
contractor(s) out of the payments due for the completed Works in the interest
of work.

4.3 Employment of foreign nationals

The Contractor acknowledges, agrees and undertakes that employment of

foreign personnel by the Contractor and/or its Sub-contractors and their sub-
contractors shall be subject to grant of requisite regulatory permits and
approvals including employment/ residential visas and work permits, if any
required, and the obligation to apply for and obtain the same shall always rest
with the Contractor. Notwithstanding anything to the contrary contained in this
Agreement, refusal of or inability to obtain any such perm its and approvals by
the Contractor or any of its Sub-contractors or their sub-contractors shall not
constitute a Force Majeure Event, and shall not in any manner excuse the
Contractor from the performance and discharge it of its obligations and
liabilities under this Agreement, and the Contractor’s liabilities hereunder shall
remain unaffected by such failure, refusal or inability.

4.4 Contractor’s personnel

The Contractor shall ensure that the personnel engaged by it or by its Sub-
contractors in the performance of its obligations under this Agreement are at
all times appropriately and adequately qualified, skilled and experienced in
their respective functions in conformity with Good Industry Practice. The
Contractor will try to hire at least 10% (ten percent) trained workmen as per
the National Skills Qualifications Framework. If necessary, the requisite work
men may be got trained by the Contractor at his cost through authorized training
centres of the Directorate General of Training (DGT). The Contractor will
organize training at project site/ sites for the trainees as and when required as
per the training schedule finalized in consultation with the training centres. The
trainees shall be paid stipend by the Contractor (subject to a maximum of Rs.
15,000/- per person) on the basis of minimum wages to compensate for loss of
income during the training period.

7
 The Authority’s Engineer may, for reasons to be specified in writing, direct
the Contractor to remove any member of the Contractor’s or Sub-contractor’s
personnel. Provided that any such direction issued by the Authority’s Engineer
shall specify the reasons for the removal of such person.

The Contractor shall on receiving such a direction from the Authority’s

Engineer order for the removal of such person or persons with immediate
effect. It shall be the duty of the Contractor to ensure that such persons are
evicted from the Site within 10 (ten) days of any such direction being issued in
pursuance of Clause 4.4 (ii). The Contractor shall further ensure that such
persons have no further connection with the Works or Maintenance under this
Agreement. The Contractor shall then appoint (or cause to be appointed) a
replacement.

4.5 Advertisement on Project Highway

The Project Highway or any part thereof shall not be used in any manner to advertise
any commercial product or services.

4.6 Contractor's care of the Works

The Contractor shall bear full risk in, and take full responsibility for, the care of the
Works, and of the Materials, goods and equipment for incorporation there in, from the
Appointed Date until the date of Completion Certificate, save and except to the extent
that any such loss or damage shall have arisen from any wilful default or gross neglect
of the Authority.

4.7 Electricity, water and other services

The Contractor shall be responsible for procuring of all utilities as may be required,
including without limitation, adequate power, water and other services.

4.8 Unforeseeable difficulties

Except as otherwise stated in the Agreement:

the Contractor accepts complete responsibility for having foreseen all difficulties and costs
of successfully completing the Works;
the Contract Price shall not be adjusted to take account of any unforeseen difficulties or
costs; and
the Scheduled Completion Date shall not be adjusted to take account of any unforeseen
difficulties or costs.

4.9 Co-ordination of the Works

The Contractor acknowledges that in addition to the Agreement, it is also

aware of terms of the other Project contracts and other agreements the
Authority has negotiated and entered into for performance of its obligations

8
 under the Agreement ( copies of other contracts and other agreements are
made available to the Contractor from time to time)and that the Contractor is
fully aware of the consequences to the Authority which would or are likely to
result from a breach by the Contractor of its obligations under the Agreement.
In the event the actions of the Contractor result in the breach by the Authority
of any or all of the other Project contracts and such breach imposes any liability
on the Authority, the Contractor shall: (a) undertake all steps as may be
possible to mitigate or neutralize the liability that has arisen, and (b) indemnify
the Authority against any such liability and compensate the Authority to that
extent.

The Contractor shall be responsible for the co-ordination and proper

provision of the Works, including co-ordination of other Contractors or Sub-
contractors for the Project. The Contractor shall co-operate with the Authority
in the co- ordination of the Works with the works under the other Project
contracts. The Contractor shall provide all reasonable support for carrying out
their work to:

any other contractors employed by the Authority;

the workmen of the Authority;
the workmen of any Governmental Instrumentality who may be employed in the execution
of work on or near the Site; and
such other persons as is required in the opinion of the Authority for successful completion
of the Project.

4.10 Environmental Measures

The Contractor agrees to conduct its activities in connection with the

Agreement in such a manner so as to comply with the environmental
requirements which includes, inter alia, all the conditions required to be
satisfied under the environmental clearances and applicable law, and assumes
full responsibility for measures which are required to be taken to ensure such
compliance.

4.11 Site Data

The Contractor shall be deemed to have inspected and examined the Site
and its surroundings and to have satisfied himself before entering into the
Agreement in all material respects including but not limited to:

the form and nature of the Site (including, inter-alia, the surface and sub- surface conditions
and geo-technical factors);
the hydrological and climatic conditions;
the extent and nature of the works already completed and Materials necessary for the
execution and completion of the Works and the remedying of any defects that includes already
executed part also.

9
 the suitability and the adequacy of the Site for the execution of the Works;
the means of access to the Site and the accommodation the Contractor may require;
arranging permits as required as per provisions of the Agreement.
the requirements of operation and maintenance; and
all other factors and circumstances affecting the Contractor's rights and obligations under
the Agreement, the Contract Price and Time for Completion.

4.12 Sufficiency of Contract Price

The Contractor shall have satisfied itself as to the correctness and sufficiency of the
Contract Price. The Contract Price shall cover all its obligations under the Agreement,
in addition to all risks the Contractor has agreed to undertake under the Agreement,
including those associated with the performance of its obligations under the
Agreement and all things necessary for the provision of the Works in a manner
satisfactory to the Authority and in accordance with this Agreement.

4.13 Clearance of the Site

During the provision of the Works, and as a pre-condition to the issue of the Taking-
Over Certificate, the Contractor shall clear away and remove from the Site, all
Contractor's equipment, surplus material, wreckage, rubbish and temporary Works,
and shall keep the Site free from all unnecessary obstructions, and shall not store or
dispose of any Contractor's equipment or surplus materials on the Site. The Contractor
shall promptly clear away and remove from the Site any wreckage, rubbish or
temporary Works no longer required and leave the Site and the Works in a clean and
safe condition to the sole satisfaction of the Authority.

10
 Article 5

Representations and Warranties

5.1 Representations and warranties of the Contractor

The Contractor represents and warrants to the Authority that:

it is duly organised and validly existing under the laws of India, and has full power and
authority to execute and perform its obligations under this Agreement and to carry out the
transactions contemplated hereby;
it has taken all necessary corporate and/or other actions under Applicable Laws to
authorise the execution and delivery of this Agreement and to validly exercise its rights and
perform its obligations under this Agreement;
this Agreement constitutes its legal, valid and binding obligation, enforceable against it in
accordance with the terms hereof, and its obligations under this Agreement will be legally valid,
binding and enforceable against it in accordance with the terms hereof;
it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity
in any jurisdiction in respect of this Agreement or matters arising there under including any
obligation, liability or responsibility hereunder;
the information furnished in the Bid, Request for Qualification and Request for Proposals
or otherwise and as updated on or before the date of this Agreement is true and accurate in all
respects as on the date of this Agreement;
the execution, delivery and performance of this Agreement will not conflict with, or result
in the breach of, or constitute a default under, or accelerate performance required by any of
the terms of its memorandum and articles of association 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;
there are no actions, suits, proceedings, or investigations pending or, to its knowledge,
threatened against it at law or in equity before any court or before any other judicial, quasi-
judicial or other authority, the outcome of which may result in the breach of this Agreement or
which individually or in the aggregate may result in any material impairment of its ability to
perform any of its obligations under this Agreement;
it has no knowledge of any violation or default with respect to any order, writ, injunction
or decree of any court or any legally binding order of any Government Instrumentality which
may result in any material adverse effect on its ability to perform its obligations under this
Agreement and no factor circumstance exists which may give rise to such proceedings that
would adversely affect the performance of its obligations under this Agreement;
it has complied with Applicable Laws in all material respects and has not been subject to
any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the
aggregate have or may have a material adverse effect on its ability to perform its obligations
under this Agreement;

11
 no representation or warranty by it contained herein or in any other document furnished
by it to the Authority or to any Government Instrumentality in relation to Applicable Permits
contains or will contain any untrue or misleading statement of material factor omits or will
omit to state a material fact necessary to make such representation or warranty not mis
leading;
no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any person
by way of fees, commission or otherwise for securing the contract or entering in to this
Agreement or for influencing or attempting to influence any officer or employee of the
Authority in connection there with;
nothing contained in this Agreement shall create any contractual relationship or obligation
between the Authority and any Sub- contractors, designers, consultants or agents of the
Contractor;
it is adequately financed has the requisite knowledge, expertise, technical know-how,
experience, resources, infrastructure, licenses, patents, copyrights, for designing,
supplying/procuring the good sand materials, and for providing the installation and
construction services required for completing the construction of the Project Facilities; and

it represents the Authority that:

it owns or has the right to use all “Intellectual Property” necessary to perform the
contractual obligations and to carry on the Works without conflict with the right of others;
All intellectual property rights necessary to perform the contractual obligations and to
carry on the Works are in full force and effect and are vested in, and beneficially owned by the
Contractor, and are free from encumbrances.
None of the intellectual property rights is being used, claimed, or posed or attacked by any
other person, nor does the use of such intellectual property rights or any part of them infringe
the intellectual property rights owned or enjoyed by any third party.
None of the intellectual property rights owned or used by the Contractor is the subject of
any claim, opposition, attack, assertion or other arrangement of whatsoever nature which does
or may impinge upon their use, validity, enforceability or ownership by the Parties, and there
are no grounds or other circumstances which may give rise to the same.
No licenses or registered user or other rights have been granted or agreed to be granted to
any third party in respect of such intellectual property rights.
No act has been done or has been omitted to be done to entitle any authority or person to
cancel, forfeit or modify any intellectual property rights.
The Contractor shall notify the Authority of any adverse use of the intellectual property
rights or confusingly or deceptively similar to the intellectual property rights.
The Contractor shall recognize the Authority’s ownership and title to the intellectual
property rights and shall not at any time, either directly or indirectly, put to issue the validity
or ownership of the intellectual property rights and it will not do any act or thing, either
directly or indirectly, which in anyway impairs the validity and ownership of the intellectual
property rights.

12
 The Contractor shall, promptly execute, acknowledge and deliver all documents which are
requested by Authority to record with appropriate governmental agencies and authorities the
fact that the Authority has the right to the use of the said intellectual property rights.
The Contractor shall not, for any reason, object to, or interfere in any way with the
ownership, registration or use of the intellectual property rights by the Authority (or its
licensee or assigns) for any purpose whatsoever.

The Contractor is fully aware that the Agreement is inter linked with the other
Project contracts and the non-performance or deficient performance or default by the
Contractor and/or any of the Contractor’s personnel or Subcontractors under one
among the said contracts will have bearing on the other contracts and the evaluation of
the Contractor’s performance under the Agreement and the Project itself.

If at any time during the Defects Liability Period any item of the Works or Project
Facilities or any part thereof, do not conform to the Authority requirements and
Specifications and Standards, on being so notified by the Authority, the Contractor shall
promptly rectify/remedy such nonconformity to the satisfaction of the Authority solely
at the Contractor's expense; failing which the Authority may reject or revoke Taking-
Over Certificate, and the Authority may proceed to correct the Contractor's
nonconforming Work by the most expeditious means available, the costs of which shall
be to the Contractor's account; or the Authority may retain the non-conforming Work
and an equitable adjustment reducing the total Contract Price to reflect the diminished
value of such non-conforming Work will be made by written amendment.

In addition to the other warranties, the Contractor represents and warrants as

follows:

The Contractor has (or, if the technology does not currently exist, will have granted at the
time of passing to The Employer) in and to the technology used in the equipment, materials,
goods, Works, Contractor's documents, Drawings and Manuals (“Technology")-
i. all right, title and interest free of any lien, claim or restriction; and
ii. right to grant to the Authority the right to use the Technology for the
purpose of this contract, free of any lien, claim or restriction and on the
terms of license as required.
The Contractor has granted (or, if the technology does not currently exist, will grant at the
time of passing to the Authority the property and title in and to the equipment, materials,
goods, Works, spares, Contractor's documents, Drawings and Manuals in which it is used) to
the Authority the right to use the Technology, free of any lien, claim or restriction.

In addition to the other Warranties, the Contractor represents and warrants as

follows:

No Technology contains any worm (i.e., a program that travels from one computer to
another computer but does not attach itself to the operating system of the computer it enters),
virus (i.e., a program that travels from one computer to another computer that attaches itself
to the operating system it enters) or self-destruct capability.

13
 The Technology will not abnormally end or provide invalid or incorrect results as a result
of date-dependent data.
The Technology can accurately recognize, manage, accommodate, and manipulate date-
dependent data, including single and multi-century formulas and leap years.

No criminal proceedings instituted against any of the employees or Directors of the

Contractor.

Till date the services of the Contractor has not been terminated by any person for
any breach or non-performance or negligence by the Contractor.

5.2 Representations and warranties of the Authority

The Authority represents and warrants to the Contractor that:

it has full power and authority to execute, deliver and perform its obligations under this
Agreement and to carry out the transactions contemplated herein and that it has taken all
actions necessary to execute this Agreement, exercise its rights and perform its obligations,
under this Agreement;
it has taken all necessary actions under the Applicable Laws to authorise the execution,
delivery and performance of this Agreement;
it has the financial standing and capacity to perform its obligations under this Agreement;
this Agreement constitutes a legal, valid and binding obligation enforceable against it in
accordance with the terms hereof;
it has no knowledge of any violation or default with respect to any order, writ, injunction
or any decree of any court or any legally binding order of any Government Instrumentality
which may result in any material adverse effect on the Authority’s ability to perform its
obligations under this Agreement;
it has complied with Applicable Laws in all material respects;
it has good and valid right to the Site and has the power and authority to grant the Right of
Way in respect thereof to the Contractor; and
it has procured Right of Way and environment clearances such that the Contractor can
commence construction forthwith on 90% (ninety per cent) of the total length of the Project
Highway.

5.3 Disclosure

In the event that any occurrence or circumstance comes to the attention of either Party that
renders any of its aforesaid representations or warranties untrue or incorrect, such Party
shall immediately notify the other Party of the same. Such notification shall not have the
effect of remedying any breach of their presentation or warranty that has been found to be
untrue or incorrect nor shall it adversely affect or waive any obligation of either Party
under this Agreement.

14
 Article 6

Disclaimer

6.1 Disclaimer

The Contractor acknowledges that prior to the execution of this Agreement,

the Contractor has, after a complete and careful examination, made an
independent evaluation of the Request for Proposal, Scope of the Project,
Specifications and Standards of design, construction and maintenance, Site,
local conditions, physical qualities of ground, subsoil and geology, traffic
volumes, suitability and availability of access routes to the Site and all
information provided by the Authority or obtained, procured or gathered
otherwise, and has determined to its satisfaction the accuracy or otherwise
thereof and the nature and extent of difficulties, risks and hazards as are likely
to arise or may be faced by it in the course of performance of its obligations
hereunder. Save as provided in Clause 3.1 and Clause 5.2, the Authority makes
no representation whatsoever, express, implicit or otherwise, regarding the
accuracy, adequacy, correctness, reliability and/or completeness of any
assessment, assumptions, statement or information provided by it and the
Contractor confirms that it shall have no claim whatsoever against the
Authority in this regard.

The Contractor acknowledges and hereby accepts to have satisfied itself as

to the correctness and sufficiency of the Contract Price.

The Contractor acknowledges and hereby accepts the risk of inadequacy,

mistake or error in or relating to any of the matters set forth in Clause 6.1 (i)
above and hereby acknowledges and agrees that the Authority shall not be
liable for the same in any manner whatsoever to the Contractor, or any person
claiming through or under any of them, and shall not lead to any adjustment of
Contract Price or Scheduled Completion Date.

The Parties agree that any mistake or error in or relating to any of the
matters set forth in Clause 6.1 (i) above shall not vitiate this Agreement, or
render it voidable.

In the event that either Party becomes aware of any mistake or error
relating to any of the matters set forth in Clause 6.1 (i) above, that Party shall
immediately notify the other Party, specifying the mistake or error.

Except as otherwise provided in this Agreement, all risks relating to the

Project shall be borne by the Contractor; and the Authority shall not be liable in
any manner for such risks or the consequences thereof.

15
 Part III

Construction and Maintenance

39
 Article 7

Performance Security

7.1 Performance Security

(A) Within 30 (thirty) days of receipt of Letter of Acceptance, the selected

Bidder
shallfurnishtotheAuthorityanirrevocableandunconditionalguaranteefrom a
Bank in the form set forth in Annex-I of Schedule-G (the “Performance
Security”) for an amount equal to 3% (three percent) of its Bid Price.

(B) The Performance Security shall be valid until 60(sixty) days after the
Defects Liability Period

The Selected Bidder has the option to provide 50% of the Performance
Security within 30 (thirty) days of receipt of Letter of Acceptance, in any case
before signing of the Contract Agreement and the remaining Performance
Security shall be submitted within 30 days of signing of this agreement.

In the event the Selected Bidder fails to provide the remaining Performance
Security as prescribed herein, it may seek extension of time for a further period
up to 60 days by paying the Damages upfront along with the request letter
seeking the extension. The Damages shall be the sum calculated at the rate of
0.01% (zero point zero one per cent) of the Bid Price offered by the Selected
Bidder for each day until the Performance Security is provided in full as
prescribed herein. The damages at full rate as given above shall be applicable
even if a part of the Performance Security is provided.

For avoidance of any doubt, in case of failure of submission of Performance

Security with in the additional 60 days’ time period, the award shall be deemed
to be cancelled/ withdrawn and the Bid Security shall be encashed and the
proceeds thereof appropriated by the Authority. Thereupon all rights,
privileges, claims and entitlements of the Contractor under or arising out of the
Award shall be deemed to have been waived by,and to have ceased with the
concurrence of the Contractor, and the Award shall be deemed to have been
withdrawn by the Authority

7.2 Extension of Performance Security

The Contractor may initially provide the Performance Security for a period of 2 (two)
years; provided that it shall procure the extension of the validity of the Performance
Security, as necessary, at least 2 (two) months prior to the date of expiry thereof. Upon
the Contractor providing an extended Performance Security, the previous Performance
Security shall be deemed to be released and the Authority shall return the same to the
Contractor within a period of 7 (seven) business days from the date of submission of
the extended Performance Security.

49
7.3 Appropriation of Performance Security

Upon occurrence of a Contractor’s Default, the Authority shall, without

prejudice to its other rights and remedies hereunder or in law, be entitled to
encash and appropriate the relevant amounts from the Performance Security
as Damages for such Contractor’s Default.

Upon such encashment and appropriation from the Performance Security,

the Contractor shall, within 30 (thirty) days thereof, replenish, in case of partial
appropriation, to its original level the Performance Security, and in case of
appropriation of the entire Performance Security provide a fresh Performance
Security, as the case may be, and the Contractor shall, within the time so
granted, replenish or furnish fresh Performance Security as aforesaid failing
which the Authority shall been titled to terminate the Agreement in accordance
with Article 23. Upon replenishment or furnishing of a fresh Performance
Security, as the case may be, as aforesaid, the Contractor shall be entitled to an
additional Cure Period of 30 (thirty) days for remedying the Contractor’s
Default, and in the event of the Contractor not curing its default within such
Cure Period, the Authority shall be entitled to encash and appropriate such
Performance Security as Damages, and to terminate this Agreement in
accordance with Article23.

7.4 Release of Performance Security

The Authority shall return the Performance Security to the Contractor

within 60 (sixty) days of the expiry of the Maintenance Period or the Defects
Liability Period, whichever is later, under this Agreement. Not withstanding the
aforesaid, the Parties agree that the Authority shall not be obliged to release the
Performance Security until all Defects identified during the Defects Liability
Period have been rectified.

Deleted.

The Authority shall be liable to pay interest @ 9% (nine per cent) per
annum for any delay in the return of Performance Security beyond the period
prescribed above for the period of delay.

7.5 Retention Money

From every payment for Works due to the Contractor in accordance with
the provisionsofClause19.5,theAuthorityshalldeduct6%(sixpercent)thereof as
guarantee money for performance of the obligations of the Contractor during
the Construction Period (the “Retention Money”) subject to the condition that
the maximum amount of Retention Money shall not exceed5% (five per cent)
of the Contract Price.

Upon occurrence of a Contractor’s Default, the Authority shall, without

prejudice to its other rights and remedies hereunder or in law, be entitled to

42
appropriate the relevant amounts from the Retention Money as Damages for
such Contractor’s Default.

Within15(fifteen)daysofthedateofissueoftheCompletionCertificate,the
Authority shall refund the balance of Retention Money remaining with the
Authority after adjusting the amounts appropriated under the provisions of
Clause7.5 (ii).

The Parties agree that in the event of Termination of this Agreement, the
Retention Money specified in this Clause 7.5 shall be treated as if they are
Performance Security and shall be reckoned as such for the purposes of
Termination Payment under Clause23.6.

43
 Article 8

Right of Way

8.1 The Site

The site of the Project Highway (the “Site”) shall comprise the site described in
Schedule-A in respect of which the Right of Way shall be provided by the Authority to
the Contractor. The Authority shall be responsible for:

acquiring and providing Right of Way on the Site in accordance with the alignment finalised
by the Authority, free from all encroachments and encumbrances, and free access thereto for
the execution of this Agreement; and
obtaining licences and permits for environment clearance for the Project Highway.

8.2 Procurement of the Site

The Authority Representative, the Contractor and Authority’s Engineer

shall, within10(ten)daysofthedateofthisAgreement,inspecttheSiteandprepare
a detailed memorandum containing an inventory of the Site including the
vacant and unencumbered land, buildings, structures, road works, trees and
any other immovable property on or attached to the Site (hereinafter referred
to as the “Handover Memorandum”). Subject to the provisions of Clause 8.2
(iii), the Handover Memorandum shall have appended thereto an appendix (the
“Appendix”) specifying in reasonable detail those parts of the Site to which
vacant access and Right of Way has not been given to the Contractor along with
details of hindrances in the Construction Zone. For sake of clarity the Handover
Memorandum shall clearly specify the parts of Site where work
canbeexecuted.SigningoftheHandoverMemorandum,inthreecounterparts
(each of which shall constitute an original), by the authorized representatives
of the Authority, Contractor and Authority’s Engineer shall be deemed to
constitute a valid evidence of giving the Right of Way to the Contractor for
dischargingitsobligationsunderandinaccordancewiththeprovisionsofthis
Agreement and for no other purpose whatsoever.

Whenever the Authority is ready to hand over any part or parts of the Site
included in the Appendix, it shall inform the Contractor, by notice, of the
proposed date and time such of hand over. The Authority Representative and
the Contractor shall, on the date so notified, inspect the specified parts of the
Site, and prepare a memorandum containing an inventory of the vacant and
unencumbered land, buildings, structures, road works, trees and any other
immovable property on or attached to the Site so handed over. The signing of
the memorandum, in three (3) counterparts (each of which shall constitute an
original), by the authorised representatives of the Parties shall be deemed to
constitute a valid evidence of giving the relevant Right of Way to the Contractor.

44
 If the contractor fails to join for site inspection or disputes the parts of the
site available for work, the Authority’s Engineer shall decide the parts of the
site whereworkcanbeexecutedandnotifytoboththepartieswithin3daysofthe
proposed date of inspection. The parties agree that such notification of the
Authority’s Engineer as mentioned hereinabove shall be final and binding on
the parties.

The Authority shall provide the Right of Way to the Contractor in respect of
all and included in the Appendix by the date specified in Schedule-A for those
parts of the Site referred to therein, and in the event of delay for any reason
other than Force Majeure or breach of this Agreement by the Contractor, it shall
pay to the Contractor, Damages in a sum calculated in accordance with
Clause8.3. The Contractor agrees that it shall not been titled to claim any other
damages on account of any such delay by the Authority.

Notwithstanding anything to the contrary contained in this Clause 8.2, the

Authority shall specify the parts of the Site, if any, for which Right of Way shall
be provided to the Contractor on the dates specified in Schedule-A. Such parts
shall also be included in the Appendix prepared in pursuance of Clause 8.2 (i).

The Authority further acknowledges and agrees that prior to the Appointed
Date, it shall have procured issuance of the statutory notification under
Applicable Laws for vesting of all the land comprising the Project in the
Authority and has taken possession of area for Construction Zone for at least
90% (ninety per cent) of the total length of the Project Highway. The Parties
also acknowledge and agree that the conditions specified in this Clause 8.2 (iii)
shall not be modified or waived by either Party.

Forth avoidance of doubt, the Parties expressly agree that the Appendix
shall in no event contain sections of the Project Highway the cumulative length
of which exceeds 10% (ten percent) of the total length of the Project Highway.

Pursuant to signing of Handover Memorandum under clause 8.2 (i),

Contractor shall submit to the Authority’s Engineer, a monthly land possession
report till expiry of 180 (one hundred and eighty) days from Appointed Date, in
respect of those parts of the site to which vacant access and right of way wasnot
given to the contractor and included in Appendix to the memorandum signed
under clause 8.2 (i),duly specifying the part of the site, if any, for which the right
of way is yet to be handed over.

8.3 Damages for delay in handing over the Site

In the event the Right of Way to any part of the Site is not provided by the
Authority on or before the date(s) specified in Clause 8.2 for any reason other
than Force Majeure or breach of this Agreement by the Contractor, the
Authority shall pay Damages to the Contractor a sum calculated in accordance
with the following formula for and in respect of those parts of the Site to which
the Right of Way has not been provided:

45
 Amount of Damages in Rs. per day per metre = 0.05 × 𝐶 × 1/𝐿 × 1/𝑁

Where,

C = the Contract Price;

L = length of the Project Highway in metres; and

N = Completion period in days (Appointed Date to Scheduled Completion Date)

In the event that any Damages are due and payable to the Contractor under the provisions of this
Clause 8.3 (i) for delay in providing the Right of Way, the Contractor shall, subject to the provisions
of Clause 10.5, be entitled to Time Extension equal to the period for which the Damages have
become due and payable under this Clause 8.3 (i), save and except that:

If any delays involve time overlaps, the overlaps shall not be additive; and
such Time Extension shall be restricted only to the Works which are affected by the delay
in providing the Right of Way.
For the avoidance of doubt, the Parties expressly agree that the Damages specified hereunder and
the Time Extension specified in Clause 10.5 shall be restricted only to failure of the Authority to
provide the Right of Way for and in respect of the “Construction Zone” which shall comprise the
following components:

 Main in carriageway
 Median (for 4 lane carriageway or more)
 Paved and earthen shoulders
 Area for Structures including ROBs/RUBs.
 Safety measures including Roadside Drains and Furniture.
 A parallel working space for accommodating slopes/retaining structures etc.

Notwithstanding anything to the contrary contained in this Agreement, the

Contractor expressly agrees that Works on all parts of the Site for which Right
of Way of Construction Zone is granted on the Appointed Date, or with respect
to the parts of the Site provided in Schedule-A, no later than the date(s)
specified therein, as the case may be, shall be completed before the Scheduled
Completion Date and shall not qualify for any Time Extension under the
provisions of Clause 8.3 (iii).

(a) Notwithstanding anything to the contrary contained in this Agreement,

unless covered under the deemed de-scoping in terms of sub-clause 8.3 (iii) (b),
the Authority may at any time withdraw any Works forming part of this
Agreement, subject to such Works not exceeding an aggregate value, such value
to be determined in accordance with Schedule-H, equal to 10 (ten) percent of
the Contract Price.

46
 (b) Provided that if any Works cannot be undertaken within the municipal
limits of a town or within any area falling in a reserved forest or wildlife
sanctuary or the stretches where vacant access and Right of Way could not be
handed over, as the case may be, because the requisite clearances or approvals
or affected land parcels for commencing construction of Works there in have
not been given within 180 (one hundred and eighty) days of the Appointed date,
the affected Works shall be deemed to be withdrawn under the provisionsof this
Clause8.3.(iii) (a). Such Works shall not be computed for the purposes of the
aforesaid ceilingof10% (ten percent) hereunder.

(c) Provided further that in case such stretches (as mentioned in Sub-
Clause (b) above) can be handed over to the Contractor before the expiry of the
original Scheduled Construction Period of the Project Highway, and the
Contractor agrees to take up the work, the same may be allowed to be executed
by him with corresponding Extension of Time, subject to the condition that the
Contractor shall not be entitled to raise any claims on account of prolongation
costs in this behalf.

In the event of withdrawal of Works under Clause 8.3 (iii) (a), the Contract
Price shall be reduced by an amount equal to the percent of the value of the
Works withdrawn as mentioned in the Table below and the contractor shall not
brentiled to any other compensation or Damages for the withdrawal of Works

Value of the Works Percentage of value of

withdrawn works to be reduced from
Contract Price

Upto Rs. 100 Crore 90%

More than Rs. 100 Rs. 90 Crore plus 95%

Crore of the amount greater has
Rs. 100 Crore

Provided that if any Works are withdrawn after commencement of the

Construction of such works, the Authority shall pay to the Contractor 110%
(one hundred and ten per cent) of the fair value of the work done, as assessed
by the Authority’ Engineer.

The parties expressly agree that the value of the Works withdrawn shall be
determined from the details available in Schedule-H. In the event that it is
impossible to determine the value from Schedule-H, then the value shall be
determined in accordance with the provisions of Clause 13.2 (iii).

47
8.4 Site to be free from Encumbrances

Subject to the provisions of Clause8.2, the Sites Hall be made available by the Authority to the
Contractor pursuant here to free from all Encumbrances and occupations and without the
Contractor being required to make any payment to the Authority because of any costs,
compensation, expenses and charges for the acquisition and use of such Site for the duration of the
Project Completion Schedule. For the avoidance of doubt, it is agreed that the existing rights of way,
easements, privileges, liberties and appurtenances to the Site shall not be deemed to be
Encumbrances. It is further agreed that, unless otherwise specified in this Agreement, the
Contractor accepts and undertakes to bear any and all risks arising out of the inadequacy or physical
condition of the Site.

8.5 Protection of Site from encroachments

On and after signing the memorandum and/or subsequent memorandum referred to in Clause 8.2,
and until the issue of the Completion Certificate, the Contractor shall maintain a round-the-clock
vigil over the Site and shall ensure and procure that no encroachment takes place thereon. During
the Construction Period, the Contractor shall protect the Site from any and all occupations,
encroachments or Encumbrances, and shall not place or create nor permit any Sub-contractor or
other person claiming through or under the Agreement to place or create any Encumbrance or
security threat over all or any part of the Site or the Project Assets, or on any rights of the Contractor
therein or under this Agreement, save and except as otherwise expressly set forth in this
Agreement. In the event of any encroachment or occupation on any part of the Site, the Contractor
shall report such encroachment or occupation forth with to the Authority and undertake its removal
at its own cost and expenses.

8.6 Special/ temporary Right of Way

The Contractor shall bear all costs and charges for any special or temporary right of way required
by it in connection with access to the Site. The Contractor shall obtain at its cost such facilities on
or outside the Site as may berequiredbyitforthepurposesoftheProjectHighwayandtheperformance
of its obligations under this Agreement.

8.7 Access to the Authority and the Authority’s Engineer

The Right of Way given to the Contractor hereunder shall always be subject
to the right of access of the Authority and the Authority’s Engineer and their
employees and agents for inspection, viewing and exercise of their rights and
performance of their obligations under this Agreement.

The Contractor shall ensure, subject to all relevant safety procedures, that
the Authority has un-restricted access to the Site during any emergency
situation, as decided by the Authority’s Engineer.

8.8 Geological and archaeological finds

It is expressly agreed that mining, geological or archaeological rights do not form part of this
Agreement with the Contractor for the Works, and the Contractor hereby acknowledges that it shall
not have any mining rights or interest in the underlying minerals, fossils, antiquities, structures or

48
other remnantsorthingseitherofparticulargeologicalorarchaeologicalinterestand that such rights,
interest and property on or under the Site shall vest in and belong to the Authority or the concerned
Government Instrumentality. The Contractor shall take all reasonable precautions to prevent its
work me nor any other person from removing or damaging such interest or property and shall
inform the Authority forthwith of the discovery thereof and comply with such instructions as the
concerned Government Instrumentality may reasonably give for the removal of such property. For
the avoidance of doubt, it is agreed that any reasonable expenses incurred by the Contractor
hereunder shall be reimbursed by the Authority. It is also agreed that the Authority shall procure
that the instructions hereunder are issued by the concerned Government Instrumentality within a
reasonable period.

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 Article 9

Utilities and Trees

9.1 Existing utilities and roads

Notwithstanding anything to the contrary contained herein, it shall be the responsibility of the
Contractor to ensure that the respective entities owning the existing roads, right of way, level
crossings, structures, or utilities on, under or above the Site are enabled by it to keep them in
continuous satisfactory use, if necessary, by providing suitable temporary diversions with the
authority of the controlling body of that road, right of way or utility.

9.2 Shifting of obstructing utilities

The Contractor shall, subject to Applicable Laws and with assistance of the Authority, undertake
shifting of any utility(including electric lines, water pipes and telephone cables), to an appropriate
location or alignment, if such utility or obstruction adversely affects the execution of Works or
maintenance of the Project Highway in accordance with this Agreement, as per the scope given in
Schedule B and in accordance with applicable standards and specifications of concerned utility
owing entity. The cost of shifting of such utilities indicated in Schedule B is payable to the Contractor
as per Schedule H. Cost of shifting utilities not included in the Schedule-B, if any, shall be treated as
Change of Scope. The Authority will provide assistance to the Contractor for obtaining the estimates
for shifting of such utilities from the entity owing such electric lines, water pipes or telephone
cables, as the case may be. The Contractor shall execute such utility shifting works under the
supervision of utility owning agency and Authority Engineer (AE) in accordance with the provision
of Agreement. The supervision charges only shall be paid by the Authority to the Utility Owning
Entity. In the event of any delay in shifting thereof, the Contractor shall be responsible for failure
to perform any of its obligations hereunder if such failure is not as a direct consequence of delay
on the part of the entity owning such electric lines, water pipes or telephone cables, as the case
may be.

The dismantled material/ scrap of existing Utility to be shifted/dismantled shall belong to the
Contractor who would be free to dispose-off the dismantled material as deemed fit by them.

The work of shifting of utilities can be taken up by the Contractor any time after signing of the
Agreement.

9.3 New utilities

The Contractor shall allow, subject to the permission from the Authority
and such conditions as the Authority may specify, access to, and use of the Site
for laying telephone lines, water pipes, electricity lines/ cables or other public
utilities. Where such access or use causes any financial loss to the Contractor, it
may require the user of the Site to pay compensation or damages as per
Applicable Laws. Forth avoidance of doubt, it is agreed that use of the Site under
this Clause 9.3 shall not in any manner relieve the Contractor of its obligation
to construct and maintain the Project Highway in accordance with this
Agreement and any damage caused by such use shall be restored forthwith at
the cost of the Authority.

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 The Authority may, by notice, require the Contract or to connect any
adjoining road to the Project Highway, and the connecting portion there of
falling within the Site shall be constructed by the Contractor at the Authority’s
cost in accordance with Article10.

The Authority may by notice require the Contractor to connect, through a

paved road, any adjoining service station, hotel, motel or any other public
facility or amenity to the Project Highway, whereupon the connecting portion
thereof that falls within the Site shall be constructed by the Contractor on
payment of the cost. The cost to be paid by the Authority to the Contractor shall
be determined by the Authority’s Engineer. For the avoidance of doubt, in the
event such road is to be constructed for the benefit of any entity, the Authority
may require such entity to make an advance deposit with the Contractor or the
Authority, as the case may be, of an amount equal to the estimated cost as
determined by the Authority’s Engineer and such advance shall be adjusted
against the cost of construction as determined by the Authority’s Engineer here
under.

In the event construction of any Works is affected by anew utility or works

under taken in accordance with this Clause9.3, the Contractor shall be entitled
to a reasonable Time Extension as determined by the Authority’s Engineer.

9.4 Felling of trees

The Authority shall assist the Contractor in obtaining the Applicable Permits for felling of trees in
non-forest area to be identified by the Authority for this purpose if, and only if, such trees cause a
Material Adverse Effect on the construction or maintenance of the Project Highway. The Contractor
shall fell these trees as per the Permits obtained. The cost of such felling shall be borne by the
Authority and in the event of any delay in felling thereof for reasons beyond the control of the
Contractor; it shall be excused for failure to perform any of its obligations here under if such failure
is a direct consequence of delay in the felling of trees. The Parties hereto agree that the felled trees
shall be deemed to be owned by the Authority and shall be disposed in such manner and subject to
such conditions as the Authority may in its sole discretion deem appropriate. For the avoidance of
doubt, the Parties agree that if any felling of trees hereunder is in a forest area, the Applicable
Permit thereof shall be procured by the Authority within the time specified in the Agreement.

9.5 Dismantling of structures

The Contractor shall at its own cost dismantle the structures in the acquired lands including those
on patta lands, abadi lands, assigned lands, etc. the compensation for which, was paid by the
Authority to the land owners and the lands were handed over to the Contractor as per Schedule B-
I. The Contractor shall, at its own cost, dispose of the dismantled material in its sole discretion as
deemed appropriate, while complying with all environmental guidelines and regulations and clear
the Site for undertaking construction. In the event of any delay in dismantling of structures thereof
for reasons beyond the control of the Contractor, the Contractor shall be entitled to Damages in a
sum calculated in accordance with the formula specified in Clause 8.3 (i) for the period of delay,
and to the Time Extension in accordance with Clause 10.5 for and in respect of the part(s) of the

51
Works affected by such delay; provided that if the delays involve any time overlaps, the overlaps
shall not be additive.

9.6 Development Period

The Contractor may commence pre-construction activities like utility shifting, boundary wall
construction or any other activity assigned to the Contractor by the Authority to enable
construction of the Project Highway immediately after signing of the Agreement, to the extent that
such work is ready for execution. The Parties agree that these works may be taken up and
completed to the extent feasible by the Contractor, before declaration of the Appointed Date, but
no claim against the Authority for delay shall survive during this period and that the undertaking of
these works by the Contractor shall not count towards the Scheduled Construction Period of the
project which starts counting only from the Appointed Date. No construction activity of the Project
Highway shall be undertaken during the development period.

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 Article 10

Design and Construction of the Project Highway

10.1 Obligations prior to commencement of Works

Within 20 (twenty) days of the Appointed Date, the Contractor shall:

Appoint its representative, duly authorised to deal with the Authority in respect of all
matters under or arising out of or relating to this Agreement;
appoint a design director (the “Design Director”) who will head the Contractor’s design
unit and shall be responsible for surveys, investigations, collection of data, and preparation of
preliminary and detailed designs;
undertake and perform all such acts, deeds and things as may be necessary or required
before commencement of Works under and in accordance with this Agreement, the Applicable
Laws and Applicable Permits; and
Make its own arrangements for quarrying of materials needed for the Project Highway
under and in accordance with the Applicable Laws and Applicable Permits.

The Authority shall, appoint an engineer (the “Authority’s Engineer”)

before the Appointed Date to discharge the functions and duties specified in
this Agreement, and shall notify to the Contractor the name, address and the
date of appointment of the Authority’s Engineer forthwith.

Within 30 (thirty) days of the Appointed Date, the Contractor shall submit
to the Authority and the Authority’s Engineer a programme (the
“Programme”) for the Works, developed using networking techniques, for
review and consent of the Engineer, giving the following details:

Part I : Contractor’s organisation for the Project, the general methods and
arrangements for design and construction, environmental management plan, Quality
Assurance Plan including design quality plan, traffic management and safety plan covering
safety of users and workers during construction (including use of ‘ROBOTS’ for diversion and
control of traffic), Contractor’s key personnel and equipment.
Part II : Programme for completion of all stages of construction given in
Schedule-H and Project Milestones of the Works as specified in Project Completion Schedule
set forth in Schedule-J. The Programme shall include:
iii. the order in which the Contractor intends to carry out the Works, including
the anticipated timing of design and stages of Works;
iv. the periods for reviews under Clause10.2;
v. the sequence and timing of inspections and tests specified in this
Agreement; and
vi. The particulars for the pre-construction reviews and for any other
submissions, approvals and consents specified in the Agreement.

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 The Contractor shall submit a revised Programme whenever the previous Programme
is inconsistent with the actual progress or with the Contractor’s obligations.

Part III : Monthly cash flow forecast.

The Contractor shall compute, on the basis of the Drawings prepared in

accordance with Clause 10.2 (iv), and provide to the Authority’s Engineer, the
length, area and numbers, as the case may be, in respect of the various items of
work specified in Schedule-H and comprising the Scope of the Project. The
Parties expressly agree that these details shall form the basis for estimating the
interim payments for the Works in accordance with the provisions of Clause
19.3. For the avoidance of doubt, the sum of payments to be computed in
respect of all the items of work shall not exceed the Contract Price, as may be
adjusted in accordance with the provisions of this Agreement.

The Contractor shall appoint a safety consultant (the “Safety Consultant”)

to carry out a safety audit at the design stage of the Project Highway in
accordance with the Applicable Laws and Good Industry Practice. The Safety
Consultant shall be appointed after proposing to the Authority a panel of three
(3) names of qualified and experienced firms from which the Authority may
choose one (1) to be the Safety Consultant. Provided, however, that if the panel
is not acceptable to the Authority and the reasons for the same are furnished to
the Contractor, the Contractor shall propose to the Authority a revised panel of
three (3) names from the firms empanelled as safety consultants by the
Ministry of Road Transport and Highways for obtaining the consent of the
Authority. The Contractor shall also obtain the consent of the Authority for the
key personnel of the Safety Consultant who shall have adequate experience and
qualifications in safety audit of the highway projects. The Authority shall,within
15 (fifteen) days of receiving a proposal from the Contractor hereunder,convey
its decision, with reasons, to the Contractor, and if no such decision is conveyed
within the said period, the Contractor may proceed with engaging ofthe Safety
Consultant.

The safety audit pursuant to Clause 10.1 (v) shall be carried out by the
Safety Consultant in respect of all such design details that have a bearing on
safety of Users as well as pedestrians and animals involved in or associated with
accidents. The recommendations of the Safety Consultant shall be incorporated
in the design of the Project Highway and the Contractor shall forward to the
Authority’s Engineer a certificate to this effect together with the
recommendations of the Safety Consultant. In the event that any works
required by the Safety Consultant shall fall beyond the scope of Schedule-B,
Schedule-C or Schedule-D, the Contractor shall make a report thereon and seek
the instructions of the Authority for Change in Scope. For the avoidance of
doubt, the Safety Consultant to be engaged by the Contractor shall be
independent of the design and implementation team of the Contractor.

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10.2 Design and Drawings

DesignandDrawingsshallbedevelopedinconformitywiththeSpecifications
and Standards set forth in Schedule-D. In the event, the Contractor requires any
relaxation in design standards due to restricted Right of Way in any section, the
alternative design criteria for such section shall be provided for review and
approval of the Authority’s Engineer.

The Contractor shall appoint a proof check consultant (the “Proof

Consultant”) after proposing to the Authority a panel of three (3) names of
qualified and experienced firms from whom the Authority may choose one(1)
to be the Proof Consultant. Provided, however, that if the panel is not acceptable
to the Authority and the reasons for the same are furnished to the Contractor,
the Contractor shall propose to the Authority a revised panel of three (3) names
from the firms empanelled as proof consultants by the Ministry of Road
Transport and Highways for obtaining the consent of the Authority. The
Contractor shall also obtain the consent of the Authority for two (2) key
personnel of the Proof Consultant who shall have adequate experience and
qualifications in highways and bridges respectively. The Authority shall, within
15 (fifteen) days of receiving a proposal from the Contractor here under,convey
its decision, with reasons, to the Contractor, and if no such decision is conveyed
within the said period, the Contractor may proceed with engaging ofthe Proof
Consultant.

The Proof Consultant shall:

evolve a systems approach with the Design Director so as to minimise the time required for
final designs and construction drawings; and
proof check the detailed calculations, drawings and designs, which have been approved by
the Design Director.

In respect of the Contractor’s obligations with respect to the design and

Drawings of the Project Highway as set forth in Schedule-I, the following shall
apply:

The Contractor shall prepare and submit, with reasonable promptness and in such
sequence as is consistent with the Project Completion Schedule, three (3) copies each of the
design and Drawings, duly certified by the Proof Consultant, to the Authority’s Engineer for its
approval. Provided, however, that in respect of Major Bridges and Structures, the Authority’s
Engineer may require additional drawings for approval in accordance with Good Industry
Practice.
by submitting the Drawings for review and approval to the Authority’s Engineer, the
Contractor shall be deemed to have represented that it has determined and verified that the
design and engineering, including field construction criteria related thereto, are in conformity
with the Scope of the Project, the Specifications and Standards and the Applicable Laws;

55
 within 15 (fifteen) days of the receipt of the Drawings, the Authority’s Engineer shall
review the same and convey its approval/observations to the Contractor with particular
reference to their conformity or otherwise with the Scope of the Project and the Specifications
and Standards. Provided, however that in case of a major bridge or structure, the aforesaid
period of 15 (fifteen) days may be extended up to 30 (thirty) days;
if the aforesaid observations of the Authority’s Engineer indicate that the Drawings are not
in conformity with the Scope of the Project or the Specifications and Standards, such Drawings
shall be revised by the Contractor in conformity with the provisions of this Agreement and
resubmitted to the Authority’s Engineer for review and approval. The Authority’s Engineer
shall give its observations, if any, within 10 (ten) days of receipt of the revised Drawings. In the
event the Contractor fails to revise and resubmit such Drawings to the Authority’s Engineer for
review/approval as aforesaid, the Authority’s Engineer may withhold the payment for the
affected works in accordance with the provisions of Clause 19.5 (iv). If the Contractor disputes
any decision, direction or determination of the Authority’s Engineer hereunder, the Dispute
shall be resolved in accordance with the Dispute Resolution Procedure;
no review/approval and/or observation of the Authority’s Engineer and/or its failure to
review/approval and/or convey its observations on any Drawings shall relieve the Contractor
of its obligations and liabilities under this Agreement in any manner nor shall the Authority’s
Engineer or the Authority be liable for the same in any manner; and if errors, omissions,
ambiguities, inconsistencies, inadequacies or other Defects are found in the Drawings, they and
the construction works shall be corrected at the Contractor's cost, notwithstanding any
approval under this Article 10;
the Contractor shall be responsible for delays in submitting the Drawing as set forth in
Schedule-I caused by reason of delays in surveys and field investigations, and shall not be
entitled to seek any relief in that regard from the Authority; and
the Contractor warrants that its designers, including any third parties engaged by it, shall
have the required experience and capability in accordance with Good Industry Practice and it
shall indemnify the Authority against any damage, expense, liability, loss or claim, which the
Authority might incur, sustain or be subject to arising from any breach of the Contractor’s
design responsibility and/or warranty set out in this Clause.
the Contractor shall ensure that all the designs and drawings shall be approved from the
Authority’s Engineer within 90 days (ninety) from the Appointed Date.

Any cost or delay in construction arising from review/approval by the

Authority’s Engineer shall be borne by the Contractor.

Works shall be executed in accordance with the Drawings provided by the

Contractor in accordance with the provisions of this Clause 10.2 and the
approval of the Authority’s Engineer thereon as communicated pursuant to the
provisions of sub-Clause (c) & (d) of Clause 10.2 (iv). Such Drawings shall not
be amended or altered without prior written notice to the Authority’s Engineer.
If a Party becomes aware of an error or defect of a technical nature in the design
or Drawings, that Party shall promptly give notice to the other Party of such
error or defect.

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 Within 90 (ninety) days of the Project Completion Date, the Contractor shall
furnish to the Authority and the Authority’s Engineer a complete set of as- built
Drawings, in 2 (two) hard copies and in micro film form or in such other
medium as may be acceptable to the Authority, reflecting the Project Highway
as actually designed, engineered and constructed, including an as-built survey
illustrating the layout of the Project Highway and setback lines, if any, of the
buildings and structures forming part of Project Facilities.

10.3 Construction of the Project Highway

The Contractor shall construct the Project Highway as specified in

Schedule- B and Schedule-C, and in conformity with the Specifications and
Standards set forth in Schedule-D. The Contractor shall be responsible for the
correct positioning of all parts of the Works, and shall rectify any error in the
positions, levels, dimensions or alignment of the Works. The 365th (Three
hundred and forty-Five) day from the Appointed Date shall be the scheduled
completion date (the “Scheduled Completion Date”) and the Contractor
agrees and undertakes that the construction shall be completed on or before
the Scheduled Completion Date, including any extension thereof.

The Contractor shall construct the Project Highway in accordance with the
Project Completion Schedule set forth in Schedule-J. In the event that the
Contractor fails to achieve any Project Milestone or the Scheduled Completion
Date within a period of 30 (thirty) days from the date set forth in Schedule-J,
unless such failure has occurred due to Force Majeure or for reasons solely
attributable to the Authority, it shall pay Damages to the Authority of a sum
calculated at the rate of 0.05% (zero point zero five percent) of the Contract
Price for delay of each day reckoned from the date specified in Schedule –J and
until such Project Milestone is achieved or the Project Highway is completed;
provided that if the period for any or all Project Milestones or the Scheduled
Completion Date is extended in accordance with the provisions of this
Agreement, the dates set forth in Schedule-J shall be deemed to be modified
accordingly and the provisions of this Agreement shall apply as if Schedule-J
has been amended as above; provided further that in the event the Project
Highway is completed within or before the Scheduled Completion Date
including any Time Extension, applicable for that work or section, the Damages
paid under this Clause 10.3 (ii) shall be refunded by the Authority to the
Contractor, but without any interest thereon.

The Parties agree that for determining achievement or delays in completion of the Project
Milestones or the Project on the due date, the works affected due to delay in providing the site
for which time extension has been granted beyond the Scheduled Completion Date will be
excluded. For example on the due date to achieve the Project Milestone-I (i.e., Stage Payments
of 10% (ten percent) of Contract Price on 90th(Ninety) day from the Appointed Date), if 5%
(five percent) of the project length corresponding to the Project Milestone-I is not handed over
or lately handed over resulting in the extension of completion of this 5% (five percent) length

57
beyond Scheduled Completion Date, Stage Payment of 10%X0.95=9.5% only is to be achieved
by 90th(Ninety) day.

For the avoidance of doubt, it is agreed that recovery of Damages under this Clause 10.3 (ii)
shall be without prejudice to the rights of the Authority under this Agreement including the
right of Termination thereof. The Parties further agree that Time Extension hereunder shall
only be reckoned for and in respect of the affected Works as specified in Clause10.5 (ii).

The Authority shall notify the Contractor of its decision to impose Damages
in pursuance with the provisions of this Clause 10.3. Provided that no deduction
on account of Damages shall be effected by the Authority without notifying the
Contractor of its decision to impose the Damages, and taking into consideration
the representation, if any, made by the Contractor within 20 (twenty) days of
such notice. The Parties expressly agree that the total amount of Damages under
Clause 10.3 (ii) shall not exceed 10% (ten percent) of the Contract Price. If the
damages exceed 10% (ten percent) of the Contract Price, the Contractor shall be
deemed to be in default of this agreement having no cure and the Authority shall
be entitled to terminate this Agreement by issuing a Termination Notice in
accordance with the provisions of Clause 23.1 (ii).

In the event that the Contractor fails to achieve the Project Completion
within a period of 90 (ninety) days from the Schedule Completion Date set forth
in Schedule-J, unless such failure has occurred due to Force Majeure or for
reasons solely attributable to the Authority, the contractor shall be deemed to
be ineligible for bidding any future projects of the Authority, both as the sole
party or as one of the parties of Joint Venture/ Consortium during the period
from Scheduled Completion Date to issuance of Completion Certificate. This
restriction is applicable if the contract value of the delayed project is not less
than Rs. 300 Crore.

10.4 Maintenance during Construction Period

During the Construction Period, the Contractor shall maintain, at its cost,
the existing lane(s) of the Project Highway so that the traffic worthiness and
safety thereof are at no time materially inferior as compared to their condition
on Appointed Date, and shall undertake the necessary repair and maintenance
works for this purpose; provided that the Contractor may, at its cost, interrupt
and divert the flow of traffic if such interruption and diversion is necessary for
the efficient progress of Works and conforms to Good Industry Practice;
provided further that such interruption and diversion shall be undertaken by
the Contractor only with the prior written approval of the Authority’s Engineer
which approval shall not be unreasonably withheld. For the avoidance of doubt,
it is agreed that the Contractor shall at all times be responsible for ensuring safe
operation of the Project Highway. It is further agreed that in the event the
Project includes construction of a bypass or tunnel and realignment of the
existing carriageway, the Contractor shall maintain the existing highway in
such sections until the new Works are open to traffic.

58
 Notwithstanding anything to the contrary contained in this Agreement, in
the event of default by the Contractor in discharging the obligations specified
in Clause 10.4 (i) above, the Authority shall get these maintenance works
completed in the manner recommended by the Authority’s Engineer to avoid
public inconvenience at the risk and cost of the Contractor in order to keep the
road in traffic worthy condition.

10.5 Extension of time for completion

Without prejudice to any other provision of this Agreement for and in

respect of extension of time, the Contractor shall be entitled to extension of time
in the Project Completion Schedule (the “Time Extension”) to the extent that
completion of any Project Milestone is or will be delayed by any of the following,
namely:

delay in providing the Right of Way of Construction Zone, environmental clearances or

approval of railway authorities, specified in Clause3.1 (iv);
Change of Scope (unless an adjustment to the Scheduled Completion Date has been agreed
under Article13);
occurrence of a Force Majeure Event;
any delay, impediment or prevention caused by or attributable to the Authority, the
Authority's personnel or the Authority's other contractors on the Site; and
any other cause or delay which entitles the Contractor to Time Extension in accordance
with the provisions of this Agreement.

The Contractor shall, no later than 15 (fifteen) business days from the
occurrence of an event or circumstance specified in Clause 10.5 (i), inform the
Authority’s Engineer by notice in writing, with a copy to the Authority, stating
in reasonable detail with supporting particulars, the event or circumstances
giving rise to the claim for Time Extension in accordance with the provisions of
this Agreement. Provided that the period of 15 (fifteen) business days shall be
calculated from the date on which the Contractor became aware, or should have
become aware, of the occurrence of such an event or circumstance.

Provided further that notwithstanding anything to the contrary contained in this Agreement,
Time Extension shall be due and applicable only for the Works which are affected by the
aforesaid events or circumstances and shall not in any manner affect the Project Completion
Schedule for and in respect of the Works which are not affected hereunder.

On the failure of the Contractor to issue to the Authority’s Engineer a notice

in accordance with the provisions of Clause 10.5 (ii) within the time specified
therein, the Contractor shall not be entitled to any Time Extension and shall
forfeit its right for any such claims in future. For the avoidance of doubt, in the
event of failure of the Contractor to issue notice as specified in this clause 10.5
(iii), the Authority shall be discharged from all liability in connection with the
claim.

59
 The Authority’s Engineer shall, on receipt of the claim in accordance with
the provisions of Clause 10.5 (ii), examine the claim expeditiously within the
time frame specified herein. In the event the Authority’s Engineer requires any
clarifications to examine the claim, the Authority’s Engineer shall seek the same
within 15 (fifteen) days from the date of receiving the claim. The Contractor
shall, on receipt of the communication of the Authority’s Engineer requesting
for clarification, furnish the same to the Authority’s Engineer within 10 (ten)
days thereof. The Authority’s Engineer shall, within a period of 30 (thirty) days
from the date of receipt of such clarifications, forward in writing to the
Contractor its determination of Time Extension.

Provided that when determining each extension of time under this Clause10.5,
the Authority’s Engineer shall review previous determinations and may
increase, but shall not decrease, the total Time Extension.

If the event or circumstance giving rise to the notice has a continuing effect:

a fully detailed claim shall be considered as interim;

the Contractor shall, no later than 10 (ten) days after the close of each month, send further
interim claims specifying the accumulated delay, the extension of time claimed, and such
further particulars as the Authority’s Engineer may reasonably require; and
the Contractor shall send a final claim within 30 (thirty) days after the effect of the event
or the circumstance ceases.
Upon receipt of the claim hereunder, the Authority’s Engineer shall examine the same in
accordance with the provisions of Clause 10.5 (iv) within a period of 30 (thirty) days of the receipt
thereof

10.6 Incomplete Works

In the event the Contractor fails to complete the Works in accordance with the Project
Completion Schedule, including any Time Extension granted under this Agreement, the
Contractor shall endeavour to complete the balance work expeditiously and shall pay
Damages to the Authority in accordance with the provisions of Clause 10.3 (ii) for delay
of each day until the Works are completed in accordance with the provisions of this
Agreement. Recovery of Damages under this Clause shall be without prejudice to the
rights of the Authority under this Agreement including the right to termination under
Clause 23.1.

10.7 Maintenance Manual

No later than 60 (sixty) days prior to the Project Completion Date, the Contractor shall,
in consultation with the Authority’s Engineer, evolve a maintenance manual (the
“Maintenance Manual”) for the regular and preventive maintenance of the Project
Highway in conformity with the Specifications and Standards, safety requirements and
Good Industry Practice, and shall provide 5 (five) copies thereof to the Authority’s
Engineer. The Authority’s Engineer shall review the Maintenance Manual within 15

60
 (fifteen) days of its receipt and communicate its comments to the Contractor for
necessary modifications, if any.

10.8 As-Built Records

The Contractor shall prepare, and keep up-to-date, a complete set of as built records of
the execution of the Works, showing the exact as built locations, sizes and details on
the Works as executed with cross references to all relevant specifications and data
sheets. These records shall be kept on the Site and shall be used exclusively for the
purpose of this Sub-Clause 10.8. The Contractor shall provide 2 (two) copies of as built
records to the Authority prior to the commencement of the Tests on Completion.

10.9 Contractor's Use of Authority’s Documents

Intellectual property in the Authority’s requirements and Specifications and

StandardsandallotherdocumentsandmaterialsissuedbytheAuthorityorthe Authority’s
Representative to the Contractor shall (as between the parties) remain the property of
the Authority. The Contractor may, at its cost, copy, use and communicate any such
documents for the purposes of the Contract. They shall not, without the consent of the
Authority, be used, copied or communicated to a third party by the Contractor, except
as necessary for the purposes of the Works under the Agreement.

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 Article 11

Quality Assurance, Monitoring and Supervision

11.1 Quality of Materials and workmanship

The Contractor shall ensure that the Construction, Materials and workmanship are in
accordance with the requirements specified in this Agreement, Specifications and
Standards and Good Industry Practice.

11.2 Quality control system

The Contractor shall establish a quality control mechanism to ensure compliance

with the provisions of this Agreement (the “Quality Assurance Plan” or “QAP”).

The Contractor shall, within 30 (thirty) days of the Appointed Date, submitto the
Authority’s Engineer its Quality Assurance Plan which shall include the following:

organisation, duties and responsibilities, procedures, inspections and documentation;

quality control mechanism including sampling and testing of Materials, test frequencies,
standards, acceptance criteria, testing facilities, reporting, recording and interpretation of test
results, approvals, check list for site activities, and proforma for testing and calibration in
accordance with the Specifications for Road and Bridge Works issued by MORTH, relevant IRC
specifications and Good Industry Practice; and
internal quality audit system.

The Authority’s Engineer shall convey its approval to the Contractor within a period of
21 (twenty-one) days of receipt of the QAP stating the modifications, if any, required,
and the Contractor shall incorporate those in the QAP to the extent required for
conforming with the provisions of this Clause11.2.

The Contractor shall procure all documents, apparatus and instruments, fuel,
consumables, water, electricity, labour, Materials, samples, and qualified personnel as
are necessary for examining and testing the Project Assets and workmanship in
accordance with the Quality Assurance Plan.

The cost of testing of Construction, Materials and workmanship under thisArticle 11

shall be borne by the Contractor.

11.3 Methodology

The Contractor shall, at least 15 (fifteen) days prior to the commencement of the
construction, submit to the Authority’s Engineer for review and consent the
methodology proposed to be adopted for executing the Works, giving details of
equipment to be deployed, traffic management and measures for ensuring safety. The
Authority’s Engineer shall complete the review and convey its consent to the

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 Contractor within a period of 10 (ten) days from the date of receipt of the proposed
methodology from the Contractor.

11.4 Inspection and technical audit by the Authority

The Authority or any representative authorised by the Authority in this behalf

mayinspectandreviewtheprogressandqualityoftheconstructionofProject Highway and
issue appropriate directions to the Authority’s Engineer and the Contractor for taking
remedial action in the event the Works are not in accordance with the provisions of this
Agreement.

11.5 External technical audit

At any time during construction, the Authority may appoint an external technical
auditor to conduct an audit of the quality of the Works. The Auditor in the presence of
the representatives of the Contractor and the Authority’s Engineer shall carry out the
tests and/ or collect samples for testing in the laboratory. The timing, the testing
equipment and the sample size of this auditshall be as decided by the Authority. The
findings of the audit, to the extent accepted by the Authority, shall be notified to the
Contractor and the Authority’s Engineer for taking remedial action in accordance with
this Agreement.

After completion of the remedial measures by the Contractor, the Auditor shall
undertake a closure audit and this process will continue till the remedial measures have
brought the works into compliance with the Specifications and Standards. The
Contractor shall provide all assistance as may be required by the auditor in the conduct
of its audit hereunder. Not with standing anything contained in this Clause 11.5, the
extern a technical audit shall not affect any obligations of the Contractor or the
Authority’s Engineer under this Agreement.

11.6 Inspection of construction records

The Authority shall have the right to inspect the records of the Contractor relating to
the Works.

11.7 Monthly progress reports

During the Construction Period, the Contractor shall, no later than 10 (ten)
daysafterthecloseofeachmonth,furnishtotheAuthorityandtheAuthority’s Engineer a
monthly report on progress of the Works and shall promptly give such other relevant
information as may be required by the Authority’s Engineer.

The Contractor agrees that reporting under this Clause11.7 shall continue until the date
of the completion of the Works. Each report shall include:

an executive summary;

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 charts showing the status of Contractor's documents, construction and manufacturing and
environmental works;
details of work subcontracted and the performance of Sub-contractors;
for the construction of each main part of the Works, the extent of progress (both quantity
and percentage of the whole), the actual or expected dates of commencement, anticipated
completion date of the activity, Contractor's inspections and tests;
records of manpower and Contractor's equipment on the Site;
copies for that month of quality assurance documents, test results and certificates;
safety statistics, accident data collection including details of any hazardous incidents and
activities relating to environmental aspects and public relations;
comparisons of actual and planned progress, with details of any aspects which may
jeopardise the completion in accordance with the Agreement, and the measures being (or to
be) adopted to overcome such aspects;
details of any unresolved disputes or claims, in relation to the Project;
details of any revision to the cash flow estimate, together with a copy of the revised cash
flow estimate;
status of various Applicable Permits and compliance of conditions therein;
details of various royalty payment and insurances required to be taken by the Contractor;
and
such other reports as may be required by the Authority for enabling the Authority to
comply with its obligations under the other Project contracts.
details of defects by the Authority;
change in emission of any sewage or effluent of any nature whatsoever, whether
qualitatively or quantitatively;
any Material Adverse Effect;
declaration towards compliance with Applicable Laws including but not limited to
environmental and labour legislations;
declaration specifying compliance with all Manuals provided to the Contractor; and
any change in the flow of traffic in the existing Project Highway.

11.8 Inspection

The Authority’s Engineer and its authorised representative shall at all

reasonable times:

Have full access to all parts of the Site and to all places from which natural Materials are
being obtained for use in the Works; and
during production, manufacture and construction at the Site and at the place of production,
be entitled to examine, inspect, measure and test the Materials and workmanship, and to check
the progress of manufacture of Materials.

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 The Contractor shall give the Authority’s Engineer and its authorised agents
access, facilities and safety equipment for carrying out their obligations under
this Agreement.

The Authority’s Engineer shall submit a monthly inspection report (the

“Inspection Report”) to the Authority and the Contractor bringing out the
results of inspections and the remedial action taken by the Contractor in
respect of Defects or deficiencies. For the avoidance of doubt, such inspection
or submission of Inspection Report by the Authority’s Engineer shall not relieve
or absolve the Contractor of its obligations and liabilities under this Agreement
in any manner whatsoever.

11.9 Samples

The Contractor shall submit the following samples of Materials and relevant
information to the Authority’s Engineer for pre-construction review:

manufacturer's test reports and standard samples of manufactured Materials; and

samples of such other Materials as the Authority’s Engineer may require.

11.10 Tests

For determining that the Works conform to the Specifications and

Standards, the Authority’s Engineer shall require the Contractor to carry out or
cause to be carried out tests, at such time and frequency and in such manner as
specified in this Agreement, and in accordance with Good Industry Practice for
quality assurance. The test checks by the Authority’s Engineer shall comprise
atleast 50% (fifty percent) of the quantity or number of tests prescribed for
each category or type of test for quality control by the Contractor.

In the event that results of any tests conducted under this Clause 11.10
establish any Defects or deficiencies in the Works, the Contractor shall carry
out remedial measures and furnish a report to the Authority’s Engineer in this
behalf. The Authority’s Engineer shall require the Contractor to carry out or
cause to be carried out tests to determine that such remedial measures have
brought the Works into compliance with the Specifications and Standards, and
the procedure shall be repeated until such Works conform to the Specifications
and Standards. For the avoidance of doubt, the cost of such tests and remedial
measures in pursuance thereof shall be solely borne by the Contractor.

11.11 Examination of work before covering up

In respect of the work which the Authority’s Engineer is entitled to examine, inspect,
measure and/or test before it is covered up or put out of view or any part of the work
is placed thereon, the Contractor shall give notice to the Authority’s Engineer whenever
any such work is ready and before it is covered up. The Authority’s Engineer shall then
either carry out the examination, inspection or testing without unreasonable delay, or
promptly give notice to the Contractor that the Authority’s Engineer does not require

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 to do so. Provided, however, that if any work is of a continuous nature where it is not
possible or prudent to keep it uncovered or incomplete, the Contractor shall notify the
schedule of carrying out such work to give sufficient opportunity, not being less than
3(three) business days’ notice, to the Authority’s Engineer to conduct its inspection,
measurement or test while the work is continuing. Provided further that in the event
the Contractor receives no response from the Authority’s Engineer within a period of 3
(three) business days from the date on which the Contractor’s notice hereunder is
delivered to the Authority’s Engineer, the Contractor shall be entitled to assume that
the Authority’s Engineer would not undertake the said inspection.

11.12 Rejection

If, as a result of an examination, inspection, measurement or testing, any Plant,

Materials, design or workmanship is found to be defective or otherwise noting
accordance with the provisions of this Agreement, the Authority’s Engineer shall reject
the Plant, Materials, design or workmanship by giving notice to the Contractor, with
reasons. The Contractor shall then promptly make good the Defect and ensure that the
rejected item complies with the requirements of this Agreement.

If the Authority’s Engineer requires the Plant, Materials, design or workmanship to be

retested, the tests shall be repeated under the same terms and conditions, as applicable
in each case. If the rejection and retesting cause the Authority to incur any additional
costs, such cost shall be recoverable by the Authority from the Contractor; and may be
deducted by the Authority from any monies due to be paid to the Contractor.

11.13 Remedial work

Notwithstanding any previous test or certification, the Authority’s Engineer

may instruct the Contractor to:

remove from the Site and replace any Plant or Materials which are not in accordance with
the provisions of this Agreement;
remove and re-execute any work which is not in accordance with the provisions of this
Agreement and the Specification and Standards; and
Execute any work which is urgently required for the safety of the Project Highway, whether
because of an accident, unforeseeable event or otherwise; provided that in case of any work
required on account of a Force Majeure Event, the provisions of Clause 21.6 shall apply.

If the Contractor fails to comply with the instructions issued by the

Authority’s Engineer under Clause 11.13 (i), within the time specified in the
Authority’s Engineer’s notice or as mutually agreed, the Authority’s Engineer
may advise the Authority to have the work executed by another agency. The
cost so incurred by the Authority for undertaking such work shall, without
prejudice to the rights of the Authority to recover Damages in accordance with
the provisions of this Agreement, be recoverable from the Contractor and may
be deducted by the Authority from any monies due to be paid to the Contractor.

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11.14 Delays during construction

Without prejudice to the provisions of Clause 10.3 (ii), in the event the Contractor does
not achieve any of the Project Milestones or the Authority’s Engineer shall have
reasonably determined that the rate of progress of Works is such that Completion of
the Project Highway is not likely to be achieved by the end of the Scheduled Completion
Date, it shall notify the same to the Contractor, and the Contractor shall, within 15
(fifteen) days of such notice, by a communication inform the Authority’s Engineer in
reasonable detail about the steps it proposes to take to expedite progress and the
period within which it shall achieve the Project Completion Date.

11.15 Quality control records and Documents

The Contractor shall hand over a copy of all its quality control records and documents
to the Authority’s Engineer before the Completion Certificate is issued pursuant to
Clause 12.2. The Contractor shall submit Road Signage Plans to the Authority Engineer
for approval at least 6 (six) months prior to expected completion of Project Highway.

11.16 Video recording

During the Construction Period, the Contractor shall provide to the Authority for every
calendar quarter, a video recording, which will be compiled into a 3 (three)-hour
compact disc or digital video disc, as the case may be, covering the status and progress
of Works in that quarter. The video recording shall be provided to the Authority no
later than 15 (fifteen) days after the close of each quarter after the Appointed Date.

11.17 Suspension of unsafe Construction Works

Upon recommendation of the Authority’s Engineer to this effect, the

Authority may by notice require the Contractor to suspend forthwith the whole
or any part of the Works if, in the reasonable opinion of the Authority’s
Engineer, such work threatens the safety of the Users and pedestrians.

The Contractor shall, pursuant to the notice under Clause11.17 (i), suspend
the Works or any part thereof for such time and in such manner as may be
specified by the Authority and thereupon carry out remedial measures to
secure the safety of suspended works, the Users and pedestrians. The
Contractor may by notice require the Authority’s Engineer to inspect such
remedial measures forthwith and make a report to the Authority
recommending whether or not the suspension hereunder may be revoked.
Upon receiving the recommendations of the Authority’s Engineer, the
Authority shall either revoke such suspension or instruct the Contractor to
carryoutsuchotherandfurtherremedialmeasuresasmaybenecessaryinthe
reasonable opinion of the Authority, and the procedure set forth in this Clause
11.17 shall be repeated until the suspension hereunder is revoked.

Subject to the provisions of Clause 21.6, all reasonable costs incurred for
maintaining and protecting the Works or part thereof during the period of

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 suspension (the “Preservation Costs”), shall be borne by the Contractor;
provided that if the suspension has occurred as a result of any breach of this
Agreement by the Authority, the Preservation Costs shall be borne by the
Authority.

If suspension of Works is for reasons not attributable to the Contractor, the

Authority’s Engineer shall determine any Time Extension to which the
Contractor is reasonably entitled.

11.18 Staff and Labour

Engagement of Staff and Labour

The Contractor shall make its own arrangements for the engagement of all personnel and
labour, local or otherwise, and for their payment, housing, feeding and transport.
The Contractor has verified/ shall verify the identity and address of all its employees and
officials related to the Works by collecting necessary documentary proof.
The Contractor shall seek a self-declaration from its employees that they have not been
convicted of any criminal offence by any court and if any criminal proceedings/charge-sheets
have been pending/ filed against them. The Contractor shall not employ persons with criminal
track record on the project. In cases where it comes to notice later that the employee concerned
has concealed any such fact in his self-declaration or commits a criminal offence during the
course of his employment, the Contractor shall remove such person from the project
Deleted.
The employees and personnel of the Contractor shall work under the supervision, control
and direction of the Contractor and the Contractor shall be solely responsible for all
negotiations with its employees and personnel relating to their salaries and benefits, and shall
be responsible for assessments and monitoring of performance and for all disciplinary matters.
All employees / personnel, executives engaged by the Contractor shall be in sole employment
of the Contractor and the Contractor shall be solely responsible for their salaries, wages,
statutory payments, etc and under no circumstances the personnel shall be deemed to be the
employees of the Authority. Under no circumstances the Authority shall be liable for any
payment or claim or compensation of any nature to the employees and personnel of the
Contractor.

Returns of Labour

The Contractor shall deliver to the Authority a detailed return in such form and at such
intervals as the Authority may prescribe, showing the details including names, payment details
and terms of appointment of the several classes of labour employed by the Contractor from
time to time for the Works. The Contractor shall, in its returns certify that all dues of the
workers or labour have been fully paid.
The Authority is entitled to witness labour payments made or to be made by the Contractor.
If the Contractor defaults in its obligations for making any payments under the labour laws, the
Employer may make the relevant payments. Any sum equal to any amount paid by the
Employer under this Sub-Sub-Clause shall be immediately due as a debt from the Contractor

68
to the Employer and until payment/ set off shall carry interest at 18% per annum. For this
purpose it is agreed between the parties that debt due aforesaid shall be set off immediately
out the running account bills of the Contractor under this Agreement.

Persons in the Service of Others

The Contractor shall not recruit, or attempt to recruit from amongst persons in the
service of the Authority.

Labour Laws

TheContractorshallobtainallrelevantlabourregistrationsandcomplywith all relevant

labour laws applying to its employees, and shall duly pay them and afford to them all their legal
rights.
The Contractor shall make all deductions of tax at source and all contributions to the
Payment of Gratuity, Provident Fund (including Employees’ contribution) and Employees’
State Insurance Scheme as may be required by Applicable Laws and deposit the aforesaid
contributed amount with the appropriate authority/(s).
The Contractor shall require all personnel engaged in the Works to obey all Applicable
Laws and regulations. The Contractor shall permit Authority to witness labour payments for
the Contractors direct labour, or the Sub contractors labour.The Contractor shall ensure that
all its Subcontractors strictly comply with all labour laws.
Documentary evidence confirming compliance with Sub-Clause, as may be required from
time to time, shall be provided to the Employer’s Representative.
The Employer shall not be liable for any delay/default of the Contractor in compliance of
the labour laws.

Facilities for Staff and Labour

The Contractor shall provide and maintain all necessary accommodation and welfare
facilities for personnel engaged for the Works. The Contractor shall not permit any
personnel engaged for the Works to maintain any temporary or permanent living
quarters within the structures forming part of the Works.

Health And Safety

All necessary precautions shall be taken by the Contractor to ensure the health and
safety of staff and labour engaged for the Works. The Contractor shall, in collaboration
with and to the requirements of the local health authorities, ensure that para-medical
staff, first aid facilities, ambulance service are available on the Site at all times, and that
suitable arrangements are made for all necessary welfare and hygiene requirements
and for the prevention of epidemics. The Contractor shall appoint a safety officer to be
responsible for the safety of personnel on the Site. This safety officer shall be qualified
for his work and shall have the authority to issue instructions concerning safety and
take protective measures to prevent accidents. The Contractor shall maintain records

69
 and make reports concerning health, safety and welfare of personnel, and damage to
property, in such manner as the Authority may reasonably require.

Contractor's Personnel

The Contractor shall employ only personnel who are appropriately qualified, skilled
and experienced in their respective trades or occupations. The Authority may require
the Contractor to remove any personnel engaged for the Works, who in the opinion of
the Authority:

has engaged in any misconduct;

is incompetent or negligent in the performance of his duties;
fails to conform with any provisions of the Contract;
engages in any conduct which is prejudicial to safety, health, or the protection of the
environment; or
Makes errors in the discharge of his functions.

If appropriate and required by the Employer, the Contractor shall then appoint (or
cause to be appointed) a suitable replacement person.

Disorderly Conduct

The Contractor shall at all times take all reasonable precautions to prevent any
unlawful, riotous or disorderly conduct by or amongst its personnel, and to preserve
peace and protection of people and property in the neighbourhood of the Works.

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 Article 12

Completion Certificate

12.1 Tests on Completion

At least 30 (thirty) days prior to the likely completion of the Project

Highway, or a Section thereof, the Contractor shall notify the Authority’s
Engineer of its intent to subject the Project Highway or a Section thereof, to
Tests. The date and time of each of the Tests shall be determined by the
Authority’s Engineer in consultation with the Contractor, and notified to the
Authority who may designate its representative to witness the Tests. The
Contractor shall either conduct the Tests as directed by the Authority’s
Engineer or provide such assistance as the Authority’s Engineer may
reasonably require for conducting the Tests. In the event of the Contractor and
the Authority’s Engineer failing to mutually agree on the dates for conducting
the Tests, the Contractor shall fix the dates by giving not less than 10 (ten) days’
notice to the Authority’s Engineer.

All Tests shall be conducted in accordance with Schedule-K. The Authority’s

Engineer shall either conduct or observe, monitor and review the Tests
conducted by the Contractor, as the case may be, and review the results of the
Tests to determine compliance of the Project Highway or a Section thereof, with
Specifications and Standards and if it is reasonably anticipated or determined
by the Authority’s Engineer during the course of any Test that the performance
of the Project Highway or Section or any part thereof, does not meet the
Specifications and Standards, it shall have the right to suspend or delay such
Test and require the Contractor to remedy and rectify the Defector deficiencies.
Upon completion of each Test, the Authority’s Engineer shall provide to the
Contractor and the Authority copies of all Test data including detailed Test
results. For the avoidance of doubt, it is expressly agreed that the Authority’s
Engineer may require the Contractor to carry out or cause to be carried out
additional Tests, in accordance with Good Industry Practice, for determining
the compliance of the Project Highway or Section thereof with the
Specifications and Standards.

12.2 Completion Certificate

Upon completion of all Works forming part of the Project Highway, and the
Authority’s Engineer determining the Tests to be successful and after the
receipt of notarized true copies of the certificate(s) of insurance, copies of
insurance policies and premium payment receipts in respect of the insurance
defined in Article 20 and Schedule P of this Agreement, it shall, at the request
of the Contractor forthwith issue to the Contractor and the Authority a
certificate substantially in the form set forth in Schedule-L (the “Completion
Certificate”).

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 Upon receiving the Completion Certificate, the Contractor shall remove its
equipment, materials, debris and temporary works from the Site within a
period of 30 (thirty) days thereof, failing which the Authority may remove or
cause to be removed, such equipment, materials, debris and temporary works
and recover from the Contractor an amount equal to 120% (one hundred and
twenty per cent) of the actual cost of removal incurred by the Authority.

Without prejudice to the obligations of the Contractor specified in Articles

14 and 17, the property and ownership of all the completed Works forming part
of the Project Highway shall vest in the Authority.

12.3 Rescheduling of Tests

If the Authority’s Engineer certifies to the Authority and the Contractor that it is unable
to issue the Completion Certificate, as the case may be, because of events or
circumstances on account of which the Tests could not be held or had to be suspended,
the Contractor shall be entitled to re-schedule the Tests and hold the same as soon as
reasonably practicable.

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 Article 13

Change of Scope

13.1 Change of Scope

The Authority may, notwithstanding anything to the contrary contained in

this Agreement, require the Contractor to make modifications/ alterations to
the Works (“Change of Scope”) within a period of six months counted from the
Appointed Date. Upon the Authority making its intention known to the
Contractor for the specific Change of Scope, be it positive or negative, the
Contractor shall submit his proposal for the said Change of Scope involving
additional cost or reduction in cost. Any such Change of Scope shall be made
and valued in accordance with the provisions of this Article13.

Provided that any such Change of Scope, excluding major structures (e.g.
Major Bridge/ ROB/ RUB/ Flyover/ elevated road of more than 50 m length)
may be required and agreed to be executed between the parties beyond the
period of six months of the Appointed Date but before expiry of 50% of the
original Scheduled Construction Period of the Project Highway, subject to the
condition that it shall not entail any claims (e.g. Extension of Time/
Prolongation related claims), against the Authority.

The Change of Scope shall mean the following:

change in specifications of any item of Works;

omission of any work from the Scope of the Project except under Clause 8.3 (iii); provided
that, subject to Clause 13.5, the Authority shall not omit any Work under this Clause in order
to get it executed by any other authority; and /or
Any additional Work, Plant, Materials or services which are not included in the Scope of the
Project, including any associated Test son completion of construction.

13.2 Procedure for Change of Scope

In the event of the Authority determining that a Change of Scope is

necessary, it may direct the Authority’s Engineer to issue to the Contractor a
notice specifying in reasonable detail the Works and services contemplated
there under (the “Change of Scope Notice”). The Contractor shall submit a
detailed proposal as per Clause 13.2 (iii) within 15 days from the receipt of
Change of Scope Notice.

If the Contractor determines, not later than 90 days from the Appointed
Date, that a Change of Scope to the Works is required, it shall prepare a proposal
with relevant details as per Clause 13.2 (iii) at its own cost and shall submit to
the Authority to consider such Change of Scope (the “Change of Scope
Request”).

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 Upon receipt of a Change of Scope Notice, the Contractor shall, with due
diligence, provide to the Authority and the Authority’s Engineer such
information as is necessary, together with detailed proposal in support of:

the impact, if any, which the Change of Scope is likely to have on the Project Completion
Schedule if the works or services are required to be carried out during the Construction Period;
and
the options for implementing the proposed Change of Scope and the effect, if any, each such
option would have on the costs and time thereof, including the following details:
vii. break-up of the quantities, unit rates and cost for different items of work;
and
viii. proposed design for the Change of Scope;
ix. Proposed modifications, if any, to the Project Completion Schedule of the
Project Highway.
For the avoidance of doubt, the Parties expressly agree that, subject to the provisions of
Clause13.4 (ii),the Contract Price shall be increased or decreased, as the case may be, on
account of any such Change of Scope.

The parties agree that costs and time for implementation of the proposed
Change of Scope shall be determined as per the following:

For works where Schedule of Rates (SOR) of concerned circle of State’s Public Works
Department are applicable at the Base Date are available, the same shall be applicable for
determination of costs. In case of non-availability of Schedule of Rates at the Base Date, the
available Schedule of Rates shall be applied by updating the same based on WPI. In case the
Contract Price is lower/ higher than the Estimated Project Cost as per RFP, then the SOR rates
shall be reduced/ increased in the same proportion accordingly.
For item of Works not included in Schedule of Rates as mentioned in sub-para (a) of Clause
13.2 (iv) above, the cost of same shall be derived on the basis of MORTH Standard Data Book
and the Authority’s Engineer shall determine the prevailing market rates and discount the
same considering WPI to achieve the prevailing rate at the Base Date, and for any item in
respect of which MORTH Standard Data Book does not provide the requisite details, the
Authority’s Engineer shall determine the rate in accordance with Good Industry Practice.
For the avoidance of doubt, in case the cost as determined by the Contractor and the
Authority reveals a difference of more than 10% (ten per cent), the cost as determined by the
Authority shall be considered as final and binding on the Contractor.
The design charges shall be considered only for new works or items (i.e. the Works or items
not similar to the works or items in the original scope) @ 1% (one per cent) of cost of such new
works or items.
The costs of existing works or items, which are being changed/ omitted shall also be valued
as per above procedure and only net cost shall be considered.
The reasonable time for completion of works to be taken under Change of Scope shall be
determined by the Authority’s Engineer on the basis of Good Industry Practice and if such time

74
exceeds the Scheduled Completion Date, the issue of Completion Certificate shall not beaffected
or delayed on account of construction of Change of Scope items/ works remaining incomplete
on the date of Tests.

Upon consideration of the detailed proposal submitted by the Contractor

under the Clause 13.2 (iii), the Authority, within 15 (fifteen) days of receipt of
such proposal, may in its sole discretion either accept such Change of Scope
with modifications, if any, and initiate proceedings thereof in accordance with
this Article 13 or reject the proposal and inform the Contractor of its decision
and shall issue an order (the “Change of Scope Order”) requiring the
Contractor to proceed with the performance thereof.

For the avoidance of doubt, the Parties agree that the Contractor shall not undertake
any Change of Scope without the express consent of the Authority, save and except any
works necessary for meeting any Emergency, that too with verbal approval of
Authority which shall be confirmed in writing in next 3 (three) days. In the event that
the Parties are unable to agree, the Authority may:

issue a Change of Scope Order requiring the Contractor to proceed with the performance
thereof at the rates and conditions approved by the Authority till the matter is resolved in
accordance with Article26;
or
proceed in accordance with Clause13.5.

The provisions of this Agreement, insofar as they relate to Works and Tests,
shall apply mutatis mutandis to the Works undertaken by the Contractor under
this Article 13.

13.3 Payment for Change of Scope

Payment for Change of Scope shall be made in accordance with the payment schedule
specified in the Change of Scope Order.

13.4 Restrictions on Change of Scope

No Change of Scope shall be executed unless the Authority has issued the
Change of Scope Order save and except any Works necessary for meeting any
Emergency.

The total value of all Change of Scope Orders shall not exceed 10% (ten per
cent) of the Contract Price.

Notwithstanding anything to the contrary in this Article 13, if any change is

necessitated because of any default of the Contractor in the performance of its
obligations under this Agreement, the same shall not be deemed to be Change
of Scope, and shall not result in any adjustment of the Contract Price or the
Project Completion Schedule.

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13.5 Power of the Authority to undertake Works

In the event the Parties are unable to agree to the proposed Change of Scope
Orders in accordance with Clause13.2, the Authority may, after giving notice to
the Contractor and considering its reply thereto, award such Works or services
to any person or agency on the basis of open competitive bidding. It is also
agreed that the Contractor shall provide assistance and cooperation to the
person or agency who undertakes the works or services hereunder. The
Contractor shall not be responsible for rectification of any Defects, but the
Contractor shall carry out maintenance of such works after completion ofDefect
Liability Period of work by other person or agency during the remainingperiod
of this agreement without any extra payment.

The Works undertaken in accordance with this Clause 13.5 shall conform
to the Specifications and Standards and shall be carried out in a manner that
minimises the disruption in operation of the Project Highway. The provisions
of this Agreement, insofar as they relate to Works and Tests, shall apply mutatis
mutandis to the Works carried out under this Clause13.5.

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 Article 14

Maintenance

14.1 Maintenance obligations of the Contractor

The Contractor shall maintain the Project Highway for a period of 05 (Five) years,
corresponding to the Defects Liability Period, commencing from the date of the Completion
Certificate (the “Maintenance Period”). For the performance of its Maintenance
obligations, the Contractor shall be paid:

For flexible pavement with 5 years Maintenance Period including structures: no

maintenance charges shall be paid for the first year; 0.50%of the Contract Price each for the
second, third and fourth year; and 1% of the Contract Price for the fifth year
For rigid pavement with 10 years Maintenance Period including structures: 0.25% of the
Contract Price each for the first, second and third year, 0.5% of the Contract Price each for
fourth, fifth, sixth and seventh year, and 0.75% of the Contract Price each for eighth, ninth and
tenth year.
For flexible perpetual pavement with 10 years maintenance period including structures:
no maintenance charges shall be paid for the first year; 0.5% of the Contract Price each for the
second, third and fourth year; 0.75% of the Contract Price each for the subsequent years till
laying of the renewal layer or end of maintenance period, whichever is earlier. The
requirement for the renewal layer shall be worked out based on the survey and investigation
of the existing pavement and the cost of such renewal works shall be made separately to the
Contractor based on the principles defined under clause 13.2(iii). After laying of the renewal
layer, the Contractor shall be paid @ 0.5% of the original Contract Price each for the remaining
years till the end of maintenance period.
For stand-alone Bridge/ Tunnel works: the contractor shall be paid @ 0.25% of theContract
Price each for the first five years and @ 0.50% of the Contract Price each for the remaining
period of five years.

Above amount for the performance of Contractors’ Maintenance obligations shall be,
inclusive of all taxes. The amount payable for maintenance shall be adjusted to reflect
any increase or decrease arising out of variation in WPI to be determined in accordance
with the provisions of Clause 19.12. It is further agreed that the Contract Price
hereunder shall be reckoned with reference to theamountspecifiedinClause19.1 (i),
which shall be adjusted to the extent of Change of Scope and the works withdrawn
under the provisions of Clause 8.3 (iii), but shall not include any price adjustments in
pursuance of Clause19.10.

During the Maintenance Period, the Authority shall provide to the Contractoraccess
to the Site for Maintenance in accordance with this Agreement. The obligations of the
Contractor hereunder shall include:

Permitting safe, smooth and uninterrupted flow of traffic on the Project Highway;

77
 Undertaking routine maintenance including prompter pairs of potholes, cracks, joints,
drains, embankments, structures, pavement markings, lighting, road signs and other traffic
control devices. For the avoidance of doubt, the electricity charges for operation of electrical
infrastructure installed along the project length, except the infrastructure being used by the
Contractor for its own use, shall be borne by the Authority;
undertaking repairs to structures;
informing the Authority of any unauthorised use of the Project Highway;
informing the Authority of any encroachments on the Project Highway; and
operation and maintenance of all communication, patrolling, and administrative systems
necessary for the efficient maintenance of the Project Highway in accordance with the
provisions of this Agreement.

In respect of any Defect or deficiency not specified in Schedule-E, the

Contractor shall, at its own cost, undertake repair or rectification in accordance
with Good Industry Practice, save and except to the extent that such Defect or
deficiency shall have arisen on account of any wilful default or neglect of the
Authority or a Force Majeure Event.

The Contractor shall remove promptly from the Project Highway any waste
materials (including hazardous materials and waste water), rubbish and other
debris (including, without limitation, accident debris) and keep the Project
Highway in a clean, tidy and orderly condition, and in conformity with the
Applicable Laws, Applicable Permits and Good Industry Practice.

14.2 Maintenance Requirements

The Contractor shall ensure and procure that at all times during the Maintenance Period, the
Project Highway conforms to the maintenance requirements set forth in Schedule-E (the
“Maintenance Requirements”).

14.3 Maintenance Programme

The Contractor shall prepare a monthly maintenance programme (the

“Maintenance Programme”) in consultation with the Authority’s Engineer
and submit the same to the Authority’s Engineer not later than 10 (ten) days
prior to the commencement of the month in which the Maintenance is to be
carried out. For this purpose a joint monthly inspection by the Contractor and
the Authority’s Engineer shall be undertaken. The Maintenance Programme
shall contain the following:

The condition of the road in the format prescribed by the Authority’s Engineer;
the proposed maintenance Works; and
deployment of resources for maintenance Works.

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14.4 Safety, vehicle breakdowns and accidents

The Contractor shall ensure safe conditions for the Users, and in the event
of unsafe conditions, lane closures, diversions, vehicle breakdowns and
accidents, it shall follow the relevant operating procedures for removal of
obstruction and debris without delay. Such procedures shall conform to the
provisions of this Agreement, Applicable Laws, Applicable Permits and Good
Industry Practice.

The Contractor shall maintain and operate a round-the-clock vehicle rescue

post with 1 (one) mobile crane having the capacity to lift a truck with a Gross
Vehicle Weight of 30,000 (thirty thousand) kilograms; and such post shall be
located at place decided in consultation with Authority Engineer/Project
Director of National Highways Authority of India. The Contractor shall
promptly remove any damaged vehicles and debris from the Project Highway
to enable safe movement of traffic and shall report all accidents to the police
forthwith.

14.5 Lane closure

TheContractorshallnotcloseanylaneoftheProjectHighwayforundertaking
maintenance works except with the prior written approval of the Authority’s
Engineer. Such approval shall be sought by the Contractor through a written
request to be made at least 10 (ten) days before the proposed closure of lane
and shall be accompanied by particulars thereof. Within 5 (five) business days
of receiving such request, the Authority’s Engineer shall grant permission with
such modifications as it may deem necessary and a copy of such permission
shall be sent to the Authority.

Upon receiving the permission pursuant to Clause 14.5 (i), the Contractor
shall been titled to close the designated lane for the period specified therein,
and for all lane closures extending a continuous period of 48 (forty-eight)
hours, the Contractor shall, in the event of any delay in re-opening such lane,
for every stretchof250(two hundred and fifty) metres, or part thereof, pay
Damages to the Authority calculated at the rate of 0.1% (zero point one per
cent) of the monthly maintenance payment for each day of delay until the lane
has been re-opened for traffic. In the event of any delay in re-opening such lanes
or in the event of emergency decommissioning and closure to traffic of the
whole or any part of the Project Highway due to failure of the Contractor, the
Contractor shall pay damages to the Authority at double the above rate, without
prejudice the rights of the Authority under this Agreement including
Termination thereof.

14.6 Reduction of payment for non-performance of Maintenance obligations

In the event that the Contractor fails to repair or rectify any Defect or
deficiency set forth in Schedule-E within the period specified therein, it shall be
deemed as failure of performance of Maintenance obligations by the Contractor

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 and the Authority shall be entitled to effect reduction in monthly lump sum
payment for maintenance in accordance with Clause 19.7 and Schedule-M,
without prejudice to the rights of the Authority under this Agreement, including
Termination thereof.

If the nature and extent of any Defect justifies more time for its repair or
rectification than the time specified in Schedule-E, the Contractor shall be
entitled to additional time in conformity with Good Industry Practice. Such
additional time shall be determined by the Authority’s Engineer and conveyed
to the Contractor and the Authority with reasons thereof.

14.7 Authority’s right to take remedial measures

In the event the Contractor does not maintain and/or repair the Project Highway or any
part thereof in conformity with the Maintenance Requirements, the Maintenance
Manual or the Maintenance Programme, as the case may be, and fails to commence
remedial works within 15 (fifteen) days of receipt of the Maintenance Inspection
Report under Clause 15.2 or a notice in this behalf from the Authority or the Authority’s
Engineer, as the case may be, the Authority shall, without prejudice to its rights under
this Agreement including Termination thereof, be entitled to undertake such remedial
measures at the cost of the Contractor, and to recover its cost from the Contractor. In
addition to recovery of the aforesaid cost, a sum equal to 20% (twenty per cent) of such
cost shall be paid by the Contractor to the Authority as Damages.

14.8 Restoration of loss or damage to Project Highway

Save and except as otherwise expressly provided in this Agreement, in the event that
the Project Highway or any part thereof suffers any loss or damage during the
Maintenance from any cause attributable to the Contractor, the Contractor shall, at its
cost and expense, rectify and remedy such loss or damage forthwith so that the Project
Highway conforms to the provisions of this Agreement.

14.9 Overriding powers of the Authority

If in the reasonable opinion of the Authority, the Contractor is in material

breach of its obligations under this Agreement and, in particular, the
Maintenance Requirements, and such breach is causing or likely to cause
material hardship or danger to the Users and pedestrians, the Authority may,
without prejudice to any of its rights under this Agreement including
Termination thereof, by notice require the Contractor to take reasonable
measures immediately for rectifying or removing such hardship or danger, as
the case may be.

In the event that the Contractor, upon notice under Clause 14.9 (i), fails to
rectify or remove any hardship or danger within a reasonable period, the
Authority may exercise overriding powers under this Clause 14.9 (ii) and take
over the performance of any or all the obligations of the Contractor to the extent
deemed necessary by it for rectifying or removing such hardship or danger;

80
 provided that the exercise of such overriding powers by the Authority shall be
of no greater scope and of no longer duration than is reasonably required
hereunder; provided further that any costs and expenses incurred by the
Authority in discharge of its obligations hereunder shall be recovered by the
Authority from the Contractor, and the Authority shall been titled to deduct any
such costs and expenses incurred from the payments due to the Contractor
under Clause 19.7 for the performance of its Maintenance obligations.

In the event of a national emergency, civil commotion or any other

circumstances specified in Clause 21.3, the Authority may take over the
performance of any or all the obligations of the Contractor to the extent deemed
necessary by it, and exercise such control over the Project Highway or give such
directions to the Contractor as may be deemed necessary; provided that the
exercise of such overriding powers by the Authority shall be of no greater scope
and of no longer duration than is reasonably required in the circumstances
which caused the exercise of such overriding power by the Authority. For the
avoidance of doubt, it is agreed that the consequences of such action shall be
dealt in accordance with the provisions of Article 21. It is also agreed that the
Contractor shall comply with such instructions as the Authority may issue in
pursuance of the provisions of this Clause 14.9 (iii), and shall provide assistance
and cooperation to the Authority, on a best effort basis, for performance of its
obligations here under.

14.10 Taking over Certificate

The Maintenance Requirements set forth in Schedule-E having been duly carried out,
Maintenance Period as set forth in Clause 14.1 (i) having been expired and Authority’s
Engineer determining the Tests on Completion of Maintenance to be successful in
accordance with Schedule-Q, the Authority will issue Taking Over Certificate to the
Contractor substantially in the format set forth in Schedule-R.

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 Article 15

Supervision and Monitoring during Maintenance

15.1 Inspection by the Contractor

The Authority’s Engineer shall undertake regular inspections to evaluate

continuously the compliance with the Maintenance Requirements.

The Contractor shall carry out a detailed pre-monsoon inspection of all

bridges, culverts and drainage system in accordance with the guidelines
contained in IRC: SP35. Report of this inspection together with details of
proposed maintenance works as required shall be conveyed to the Authority’s
Engineer forthwith. The Contractor shall complete the proposed maintenance
works before the onset of the monsoon and send a compliance report to the
Authority’s Engineer. Post monsoon inspection shall be undertaken by the
Contractor and the inspection report together with details of any damages
observed and proposed action to remedy the same shall be conveyed to the
Authority’s Engineer forth with.

15.2 Inspection and payments

The Authority’s Engineer may inspect the Project Highway at any time, but
at least once every month, to ensure compliance with the Maintenance
Requirements. It shall make a report of such inspection (“Maintenance
Inspection Report”) stating in reasonable detail the Defects or deficiencies, if
any, with particular reference to the Maintenance Requirements, the
Maintenance Manual, and the Maintenance Programme, and send a copy
thereof to the Authority and the Contractor within 10 (ten) days of such
inspection.

After the Contractor submits to the Authority’s Engineer the Monthly

Maintenance Statement for the Project Highway pursuant to Clause 19.6, the
Authority’s Engineer shall carry out an inspection within 10 (ten) days to
certify the amount payable to the Contractor. The Authority’s Engineer shall
inform the Contractor of its intention to carry out the inspection at least 3
(three) business days in advance of such inspection. The Contractor shall assist
the Authority’s Engineer in verifying compliance with the Maintenance
Requirements.

For each case of non-compliance of Maintenance Requirements as specified

in the inspection report of the Authority’s Engineer, the Authority’s Engineer
shall calculate the amount of reduction in payment in accordance with the
formula specified in Schedule-M.

Any deduction made on account of non-compliance will not be paid

subsequently even after establishing the compliance thereof. Such deductions
will continue to be made every month until the compliance is procured.

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15.3 Tests

For determining that the Project Highway conforms to the Maintenance Requirements,
the Authority’s Engineer shall require the Contractor to carry out, or cause to be carried
out, Tests specified by it in accordance with Good Industry Practice. The Contractor
shall, with due diligence, carry out or cause to be carried out all such Tests in
accordance with the instructions of the Authority’s Engineer and furnish the results of
such Tests forthwith to the Authority’ Engineer.

At any time during Maintenance Period, the Authority may appoint an external
technical auditor to conduct an audit of the quality of the Works. The Auditor in the
presence of the representatives of the Contractor and the Authority’s Engineer shall
carry out the Tests and/ or collect samples for testing in the laboratory. The timing, the
testing equipment and the sample size of this audit shall be as decided by the Authority.
The findings of the audit, to the extent accepted by the Authority, shall be notified to
the Contractor and the Authority’s Engineer for taking remedial measures. After
completion of the remedial measures by the Contractor, the auditor shall undertake a
closure audit and this process will continue till the remedial measures have brought
the maintenance works into compliance with the Specifications and Standards. The
Contractor shall provide all assistance as may be required by the auditor in the conduct
of its audit hereunder. Notwithstanding anything contained in this Clause 15.3, the
external technical audit shall not affect any obligations of the Contractor or the
Authority’s Engineer under this Agreement.

15.4 Reports of unusual occurrence

The Contractor shall, during the Maintenance Period, prior to the close of each day,
send to the Authority and the Authority’s Engineer, by facsimile or e- mail, a report
stating accidents and unusual occurrences on the Project Highway relating to the safety
and security of the Users and Project Highway. A monthly summary of such reports
shall also be sent within 3(three) business days of the closing of month. For the
purposes of this Clause 15.4, accidents and unusual occurrences on the Project
Highway shall include:

accident, death or severe injury to any person;

damaged or dislodged fixed equipment;
flooding of Project Highway; and
Any other unusual occurrence.

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 Article 16

Traffic Regulation

16.1 Traffic regulation by the Contractor

The Contractor shall take all the required measures and make
arrangements
forthesafetyofUsersduringtheConstructionandMaintenanceoftheProject
Highway or a Section thereof in accordance with the provisions of MORTH
Specifications. It shall provide, erect and maintain all such barricades, signs,
markings, flags, and lights as may be required by Good Industry Practice for the
safety of the traffic passing through the Section under construction or
maintenance.

All works shall be carried out in a manner creating least interference to

traffic passing through the Project Highway or a Section thereof. In sections
where construction or maintenance Works on the carriageway are taken up,
the Contractor shall ensure that proper passage is provided for the traffic.
Where it is not possible or safe to allow traffic on part width of the carriageway,
a temporary diversion of proper specifications shall be constructed by the
Contractor at its own cost. ‘ROBOTS’ may be used for diversion and control of
traffic during Construction. The Contractor shall take prior approval of the
Authority’s Engineer for any proposed arrangement for traffic regulation
during Construction and Maintenance, which approval shall not be
unreasonably withheld.

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 Article 17

Defects Liability

17.1 Defects Liability Period

The Contractor shall be responsible for all the Defects and deficiencies,
except usual wear and tear in the Project Highway or any Section thereof, till
the expiry of a period of commencing from the date of Completion Certificate
(the “Defects Liability Period”) as specified below:

5 (five) years from the date of completion in case of a road being constructed with flexible
pavement;
DELETED;
DELETED;
DELETED;
DELETED.
DELETED.
DELETED.

The Defects Liability Period shall commence from the date of the Completion
Certificate. For the avoidance of any doubt, any repairs or restoration because of usual
wear or tear in the Project Highway or any Section thereof shall form a part of the
Maintenance obligations of the Contractor as specified in Article 14.

17.2 Remedying Defects

Save and except as provided in Clause 14.1 (iii), the Contractor shall repair or rectify
all Defects and deficiencies observed by the Authority or Authority’s Engineer during
the Defects Liability Period within a period of 15 (fifteen) days from the date of notice
issued by the Authority or Authority’s Engineer in this behalf, or within such
reasonable period as may be determined by the Authority or Authority’s Engineer at
the request of the Contractor, in accordance with Good Industry Practice.

17.3 Cost of remedying Defects

Any repair or rectification undertaken in accordance with the provisions of Clause 17.2,
including any additional testing, shall be carried out by the Contractor at its own risk
and cost, to the extent that such rectification or repair is attributable to:

The design of the Project;

Plant, Materials or workmanship not being in accordance with this Agreement and the
Specifications and Standards;

85
 improper maintenance during construction of the Project Highway by the Contractor;
and/or
Failure by the Contractor to comply with any other obligation under this Agreement.

17.4 Contractor’s failure to rectify Defects

If the Contractor fails to repair or rectify such Defect or deficiency within the period
specified in Clause 17.2, the Authority shall be entitled to get the same repaired,
rectified or remedied at the Contractor’s cost to make the Project Highway conform to
the Specifications and Standards and the provisions of this Agreement. All costs
consequent there on shall, after due consultation with the Authority and the
Contractor, be determined by the Authority’s Engineer. The cost so determined and an
amount equal to 20% (twenty percent) of the cost as Damages shall be recoverable by
the Authority from the Contractor and may be deducted by the Authority from any
monies due to the Contractor.

17.5 Extension of Defects Liability Period

The Defects Liability Period shall be deemed to be extended till their identified Defects
under Clause 17.2 have been remedied or rectified.

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 Article 18

Authority’s Engineer

18.1 Appointment of the Authority’s Engineer

The Authority shall appoint a firm of Consulting Engineers or a Project

Monitoring Committee (PMC) substantially in accordance with the selection
criteria set forth in Schedule-N, to be the engineer under this Agreement (the
“Authority’s Engineer”). In unavoidable circumstances, Authority may
appoint an officer to act as Authority’s Engineer until appointment of a
Consulting Engineering firm/ Supervision Consultant/ PMC.

The officer in-charge of the Authority (e.g. PD/ RO/ CGM/ Member in the
case of NHAI; RO/CE/ADG in the case of MoRTH projects executed through the
State PWDs; and PD/ED/Director in the case of NHIDCL) is responsible for the
overall supervision and monitoring of the execution of project as the
representative of the owner of the project. The Authority's Engineer is
appointed to assist the Authority for carrying out the functions as detailed
under clause 18.2. As such, an officer of the Authority is vested with all such
powers and responsibilities as are enjoined upon the Authority's Engineer and
is fully competent to issue any instructions for proper monitoring and
supervision of the project, either by himself or through the Authority's
Engineer. Instructions issued by the concerned officer of the Authority shall
have the same effect as that of the Authority's Engineer in terms of this
Agreement. Wherever such concerned officer issues any instructions or notice
to the Contractor, he shall endorse a copy thereof to the Authority's Engineer.

The Authority’s Engineer should be appointed within 10days from the date
of this Agreement or before declaration of Appointed Date, whichever is earlier.
The Authority shall notify the appointment or replacement of the Authority’s
Engineer to the Contractor.

The staff of the Authority’s Engineer shall include suitably qualified

engineers and other professionals who are competent to assist the Authority’s
Engineer to carry out its duties.

18.2 Duties and authority of the Authority’s Engineer

The Authority’s Engineer shall perform the duties and exercise the
authority in accordance with the provisions of this Agreement and
substantially in accordance with the terms of reference (“Terms of Reference”
or “TOR”) set forth in Annexure-I of Schedule N, but subject to obtaining prior
written approval of the Authority before determining:

any Time Extension;

any additional cost to be paid by the Authority to the Contractor;

87
 the Termination Payment;
issuance of Completion Certificate; or
any other matter which is not specified in (a), (b), (c) or (d) above and which creates
financial liability on either Party.

No decision or communication of the Authority’s Engineer shall be effective

or valid unless it is accompanied by an attested true copy of the approval of the
Authority for and in respect of any matter specified in Clause 18.2 (i).

The Authority’s Engineer shall submit regular periodic reports, at least once
every month, to the Authority in respect of its duties and functions underthis
Agreement. Such reports shall be submitted by the Authority’s Engineer within
10 (ten) days of the beginning of every month. For the avoidance of doubt, the
Authority’s Engineer shall include in its report, compliance of the
recommendations of the Safety Consultant.

18.3 Delegation by the Authority’s Engineer

The Authority’s Engineer may, by order in writing, delegate any of his duties
and responsibilities to suitably qualified and experienced personnel who are
accountable to Authority’s Engineer, or may revoke any such delegation, under
intimation to the Authority and the Contractor. Provided, however, that the
Authority’s Engineer shall be responsible and liable for all actions and
omissions of such personnel.

Any failure of the Authority’s Engineer to disapprove any work, Plant or

Materials shall not constitute approval, and shall, therefore, not prejudice the
right of the Authority to reject the work, Plant or Materials, which is not in
accordance with the provisions of this Agreement and the Specifications and
Standards.

Not with standing anything stated in Clause 18.3 (i) above, the Authority’s
Engineer shall not delegate the authority to refer any matter for the Authority’s
prior approval wherever required in accordance with the provisions of Clause
18.2.

18.4 Instructions of the Authority’s Engineer

The Authority’s Engineer may issue instructions for remedying any

Defect(s) to the Contractor. The Contractor shall take such instructions from
the Authority’s Engineer, or from an assistant to whom appropriate authority
has been delegated under Clause18.3.

The instructions issued by the Authority’s Engineer shall be in writing.

However, if the Authority’s Engineer issues any oral instructions to the
Contractor, it shall confirm the oral instructions in writing within 2 (two)
working days of issuing them.

88
 In case the Contractor does not receive the confirmation of the oral
instructions within the time specified in Clause18.4 (ii),the Contractor shall
seek the written confirmation of the oral instructions from the Authority’s
Engineer. The Contractor shall obtain acknowledgement from the Authority’s
Engineer of the communication seeking written confirmation. In case of failure
of the Authority’s Engineer or its delegated assistant to reply to the Contractor
with in 2 (two) days of the receipt of the communication from the Contractor,
the Contractor may not carry out the instructions.

In case of any dispute on any of the instructions issued by the delegated

assistant, the Contractor may refer the dispute to the Authority’s Engineer, who
shall then confirm, reverse or vary the instructions within 3 (three) business
days of the dispute being referred.

18.5 Determination by the Authority’s Engineer

The Authority’s Engineer shall consult with each Party in an endeavour to

reach agreement wherever this Agreement provides for the determination of
any matter by the Authority’s Engineer. If such agreement is not achieved, the
Authority’s Engineer shall make a fair determination in accordance with this
Agreement having due regard to all relevant circumstances. The Authority’s
Engineer shall give notice to both the Parties of each agreement or
determination, with supporting particulars.

Each Party shall give effect to each agreement or determination made by

the Authority’s Engineer in accordance with the provisions of this Agreement.
Provided, however, that if any Party disputes any instruction, decision,
direction or determination of the Authority’s Engineer, the Dispute shall be
resolved in accordance with the Dispute Resolution Procedure.

18.6 Remuneration of the Authority’s Engineer

The remuneration, costs and expenses of the Authority’s Engineer shall be paid by the
Authority.

18.7 Termination of the Authority’s Engineer

The Authority may, in its discretion, replace the Authority’s Engineer at any
time. However, the Authority shall ensure that alternative arrangements for
appointment of another Authority's Engineer or designation of its own officer
as the Authority Engineer for the intervening period are made simultaneously.

If the Contractor has reasons to believe that the Authority’s Engineer is not
discharging its duties and functions in accordance with the provisions of this
Agreement, it may make a written representation to the Authority and seek
termination of the appointment of the Authority’s Engineer. Upon receipt of
such representation, the Authority shall hold a tripartite meeting with the
Contractor and the Authority’s Engineer and make best efforts for an amicable

89
resolution of the representation. In the event that the appointment of the
Authority’s Engineer is terminated hereunder, the Authority shall appoint
forthwith another Authority’s Engineer in accordance with Clause 18.1 and
18.7 (i).

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 Part IV

Financial Covenants

91
 Article 19

Payments

19.1 Contract Price

The Authority shall make payments to the Contractor for the Works on the
basis of the lump sum price accepted by the Authority in consideration of the
obligations specified in this Agreement for an amount of INR … … … …
(INR……………………) (the “Contract Price”), which shall be subject to
adjustments in accordance with the provisions of this Agreement. For the
avoidance of doubt, the Parties expressly agree that the Contract Price shall not
include the cost of Maintenance and Goods and Service Tax (GST), the cost of
maintenance shall be paid separately in accordance with the provisions of
Clause 19.7 and GST shall be payable at the applicable rates. The Parties further
agree that save and except as provided in this Agreement, the Contract Price
shall be valid and effective until issue of Completion Certificate.

The Contract Price includes all duties, taxes (excluding GST which shall be
paid at applicable rates), royalty, cess, charges, and fees that may be levied in
accordance with the laws and regulations in force as on the Base Date on the
Contractor's equipment, Plant, Materials and supplies acquired for the purpose
of this Agreement and on the services performed under this Agreement.
Nothing in this Agreement shall relieve the Contractor from its responsibility
to pay any tax including any tax that may be levied in India on profits made by
it in respect of this Agreement. The Contract price also includes the cost of
shifting of obstructing Utilities (including all centages as applicable by the
Utility owning department except supervision charges) as given in clause 9.2
and Schedule B.

The Contract Price shall not be adjusted for any change in costs stated in
Clause 19.1 (ii) above, except as stated in Clauses 19.10 and19.17.

The Contract Price shall not be adjusted to take account of any unforeseen
difficulties or costs, unless otherwise provided for in this Agreement.

Unless otherwise stated in this Agreement, the Contract Price covers all the
Contractor’s obligations for the Works under this Agreement and all things
necessaryfortheConstructionandtheremedyingofanyDefectsintheProject
Highway.

All payments under this Agreement shall be made in Indian Rupees.

19.2 Advance Payment

The Authority shall make an interest-bearing advance payment (the

“Advance Payment”) @ “Bank Rate+ 3%”, equal to 10 % (ten percent) of the
Contract Price, exclusively for mobilisation expenses. The Advance Payment for

91
 mobilisation expenses shall be made in two instalments each equal to 5% (five
percent) of the Contract Price. The second 5% (five percent) mobilization
advance would be released after submission of utilization certificate by the
Contractor for the first 5% (five per cent) advance already released earlier.

In addition to above, the Authority shall make an additional interest-

bearing Advance Payment against newly purchased key Construction
equipment required for the works as per agreed Construction programme and
brought to the site, if so requested by the Contractor subject to the same terms
and conditions specified for Advance Payment for mobilisation expenses in this
Agreement. The maximum of such advance shall be 5% (five per cent) of the
Contract Price against Bank Guarantee. This advance shall be further subject to
the condition that:

such new equipment are considered by the Authority’s Engineer to be necessary for the
work sand
these new equipment should be procured in the name of Contractor and is verified by
Authority’s Engineer to have been brought to site.

The Advance Payment for mobilization expenses and for acquisition of key new
Construction equipment would be deemed as interest bearing advance at the applicable
interest rate (@"Bank rate + 3%”),to be compounded annually on a reducing balance
basis. The interest would be recovered along with the recovery of mobilizationAdvance
Payment as per provision laid down for the mobilization advance recovery.

The Contractor may apply to the Authority for the first instalment of the
Advance Payment at any time after the Appointed Date, along with an
irrevocable and unconditional guarantee from a Bank for an amount equivalent
to 110% (one hundred and ten percent) of such instalment, substantially in the
form provided at Annex-III of Schedule-G, to remain effective till the complete
and full repayment thereof.

At any time, after 60 (sixty) days from the Appointed Date, the Contractor
may apply to the Authority for these condinstalment of the Advance Payment
along with an irrevocable and unconditional guarantee from a Bank for an
amount equivalent to110%(one hundred and ten percent) of such instalment,
substantially in the form provided at Annex-III of Schedule-G, to remain
effective till the complete and full repayment thereof.

The Contractor has the option of splitting the Bank Guarantee against Advance Payment for
mobilization expenses into parts, each not less than 2.75% (two point seven five per cent) of the
Contract Price. Each part of the guarantee shall remain effective till full repayment of such part
advance corresponding to this bank guarantee. Such part of Bank Guarantee shall be returned to
the Contractor on recovery under the Agreement of the full amount of such part guarantee within
30 (thirty) days of the said recovery.

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 The Advance Payment shall be paid by the Authority to the Contractor
within 15(fifteen) days of the receipt of its respective requests in accordance
with the provisions of this Clause19.2.

The Advance Payment shall be repaid through percentage deductions from

the stage payments determined by the Authority’s Engineer in accordance with
Clause 19.5, as follows:

deductions shall commence in the first Stage Payment Statement;

deductionsshallbemadeattherateof15%(fifteen percent) of each Stage Payment Statement
until such time as the advance payment has been repaid; provided that the advance payment
shall be completely repaid prior to the time when 80% (eighty percent) of the Schedule
Construction Period is over;
if total certified stage payments (excluding the Advance Payment and deductions and
repayments of retention) does not exceed 20% (twenty percent) of the Contract Price within
50% of the Scheduled Construction Period from the Appointed Date then the Advance Payment
including interest shall be recovered by encashment of the Bank Guarantee for the Advance
Payment.

If the Advance Payment has not been fully repaid prior to Termination
under Clause 21.7 or Article 23, as the case may be, the whole of the balance
then outstanding shall immediately become due and payable by the Contractor
to the Authority. Without prejudice to the provisions of Clause 19.2 (vi), in the
event of Termination for Contractor Default, the Advance Payment shall be
deemed to carry interest @“Bank Rate+5%” per annum from the date of
Advance Payment to the date of recovery by encashment of the Bank Guarantee
for the Advance Payment. For the avoidance of doubt, the aforesaid interest
shall be payable on the unrecovered balance.

19.3 Procedure for estimating the payment for the Works

The Authority shall make interim payments to the Contractor as certified

by the Authority’s Engineer on completion of a stage, in a length, number or
area as specified and valued in accordance with the proportion of the Contract
Price assigned to each item and its stage in Schedule-H.

The Contractor shall base its claim for interim payment for the stages
completed till the end of the month for which the payment is claimed, valued in
accordance with Clause 19.3 (i), supported with necessary particulars and
documents in accordance with this Agreement.

Any reduction in the Contract Price arising out of Change of Scope or the
works with drawn under Clause8.3 shall not affect the amount spay able forthe
items or stage payments thereof which are not affected by such Change of Scope
or withdrawal. For avoidance of doubt and by way of illustration, the Parties
agree that if the amount assigned to Major Bridges is reduced from Rs. 100
crore to Rs. 80 crore owing to Change of Scope or withdrawal of work, the

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 reduction in payment shall be restricted to relevant payments for Major
Bridges only and the payment due in respect to fall other stage payment sunder
the item Major Bridges shall not be affected in any manner. The Parties further
agree that the adjustments arising out of the aforesaid modifications shall be
carried out in a manner that the impact of such modifications is restricted to
the said Change of Scope or withdrawal, as the case maybe, and does not alter
the payments due for and in respect of items or stage payments which do not
form part of such Change of Scope or withdrawal.

19.4 Stage Payment Statement for Works

The Contractor shall submit a statement (the “Stage Payment Statement”), in 3

(three) copies, by the 7th (seventh) day of the month to the Authority’s Engineer in the
form set forth in Schedule-O, showing the amount calculated in accordance with Clause
19.3 to which the Contractor considers himself entitled for completed stage(s) of the
Works. The Stage Payment Statement shall be accompanied with the progress reports
and any other supporting documents. The Contractor shall not submit any claim for
payment of incomplete stages of work.

19.5 Stage Payment for Works

Within 10 (ten) days of receipt of the Stage Payment Statement from the
Contractor pursuant to Clause 19.4, the Authority’s Engineer shall broadly
determine the amount due to the Contractor and recommend the release of 90
(ninety)percentoftheamountsodeterminedaspartpaymentagainsttheStage
Payment Statement, pending issue of the Interim Payment Certificate by the
Authority’s Engineer. Within 10 (ten) days of the receipt of recommendation of
the Authority’s Engineer, the Authority shall make electronic payment directly
to the Contractor’s bank account.

Within15(fifteen)daysofthereceiptoftheStagePaymentStatementreferred
to in Clause 19.4, the Authority’s Engineer shall determine and shall deliver to
the Authority and the Contractor an IPC certifying the amount due and
payabletotheContractor,afteradjustingthepaymentsalreadyreleasedtothe
Contractor against the said statement. For the avoidance of doubt, the Parties
agree that the IPC shall specify all the amounts that have been deducted from
the Stage Payment Statement and the reasons therefore.

In cases where there is a difference of opinion as to the value of any stage,

the Authority’sEngineer’sviewshallprevailandinterimpaymentsshallbemade to
the Contractor on this basis; provided that the foregoing shall be without
prejudice to the Contractor’s right to raise a Dispute.

The Authority’s Engineer may, for reasons to be recorded, withhold from

payment:

The estimated value of work or obligation that the Contractor has failed to perform in
accordance with this Agreement and the Authority’s Engineer had notified the Contractor; and

94
 The estimated cost of rectification of work done being not in accordance with this
Agreement.

Payment by the Authority shall not be deemed to indicate the Authority's

acceptance, approval, consent or satisfaction with the work done.

19.6 Monthly Maintenance Statement of the Project Highway

The Contractor shall submit to the Authority’s Engineer a monthly

maintenance statement (“Monthly Maintenance Statement”) in 3 (three)
copies by the 7th(seventh) day of each month in the format set forth in Schedule-
O for the Maintenance of the Project Highway during the previous month.

The monthly lump sum amount payable for Maintenance shall be 1/12th
(one- twelfth) of the annual cost of Maintenance as specified in Clause14.1 (i).

19.7 Payment for Maintenance of the Project Highway

Within 15 (fifteen) days of receipt of the Monthly Maintenance Statement

from the Contractor pursuant to Clause 19.6, the Authority’s Engineer shall
verifytheContractor’smonthlymaintenancestatementandcertifytheamount to
be paid to the Contractor taking into account:

Compliance with the Maintenance Requirements; and

Reduction for non-compliance with the Maintenance Requirement in accordance with
Clause19.7 (ii).
The Authority’s Engineer shall deliver to the Authority an IPC approving or amending the
monthly maintenance statement to reflect the amount due to the Contractor in accordance with
this Agreement.

Maintenance shall be measured in units of one kilometre each; provided,

however, that payment thereof shall be made in fixed monthly amounts in
accordance with this Agreement. If the Maintenance Requirements set forth in
Schedule-E are not met, reduction in payments shall be made in accordance
with the provisions of Schedule-M. The reductions for non-compliance with the
Maintenance Requirements shall be applied on the basis of monthly inspections
by the Authority’s Engineer.

The deduction made on account of non-compliance with the Maintenance

Requirements shall not be subsequently considered for payment after the
compliance is achieved by repair or rectification.

The Authority shall pay to the Contractor every quarter any amount due
under any IPC under this Clause 19.7. The payment shall be made no later than
30 (thirty) days from the date of submission of the last IPC for the relevant
quarter.

95
19.8 Payment of Damages

The Contractor may claim Damages due and payable to it in accordance

with the provisions of this Agreement.

The Authority’s Engineer shall issue the IPC within 15 (fifteen) days of the
receipt of the claim under Clause 19.8 (i), after making adjustments in
accordance with the provisions of this Agreement. The Authority shall pay to
the Contractor the amount due under any IPC within a period of 30 (thirty) days
from the date of the submission of the claim under this Clause 19.8. In the event
of the failure of the Authority to make payment to the Contractor within the
specified time, the Authority shall be liable to pay to the Contractor interest
there on and the provisions of Clause19.9 shall apply mutatismut and is thereto.

19.9 Time of payment and interest

The Authority shall pay to the Contractor any amount due under any
payment certificate issued by the Authority’s Engineer in accordance with the
provisions of this Article 19, or in accordance with any other clause of this
Agreement as follows:

payment shall be made no later than 30 (thirty) days from the date of submission of the
Stage Payment Statement by the Contractor to the Authority’s Engineer for certification in
accordance with the provisions of Clause 19.4 for an IPC; provided that, in the event the IPC is
not issued by the Authority’s Engineer within the aforesaid periodof30(thirty) days, the
Authority shall pay the amount shown in the Contractor’s Stage Payment Statement and any
discrepancy there in shall be added to, or deducted from, then Ext payment certificate issued
to the Contractor; and
payment shall be made no later than 30 (thirty) days from the date of submission of the
Final Payment Certificate for Works along with the discharge submitted to the Authority’s
Engineering accordance with the provisions of Clause 19.15 for certification.

In the event of the failure of the Authority to make payment to the

Contractor within the time period stated in this Clause 19.9, the Authority shall
be liable to pay to the Contractor interest@ Bank Rate+ 3% per annum, on all
sums remaining unpaid from the date on which the same should have been
paid, calculated in accordance with the provisions of sub-Clauses (a) and (b) of
Clause 19.9 (i) and till the date of actual payment.

19.10 Price adjustment for the Works

The amounts payable to the Contractor for Works shall be adjusted in

accordance with the provisions of this Clause19.10

Subject to the provisions of Clause 19.10 (iii), the amounts payable to the
Contractor for Works, shall be adjusted in the IPC issued by the Authority’s
Engineer for the increase or decrease in the index cost of inputs for the Works,

96
 by the addition or subtraction of the amounts determined by the formulae
prescribed in Clause19.10 (iv).

To the extent that full compensation for any increase or decrease in costs to
the Contractor is not covered by the provisions of this or other Clauses in this
Agreement, the costs and prices payable under this Agreement shall be deemed
to include the amounts required to cover the contingency of such other increase
or decrease of costs and prices.

The Contract Price shall be adjusted for increase or decrease in rates and
price of labour, cement, steel, Plant, machinery and spares, bitumen, fuel and
lubricants, and other material inputs in accordance with the principles,
procedures and formulae specified below:

Price adjustment shall be applied on completion of the specified stage of the respective
item of work in accordance with Schedule-H;
Adjustment for each item of work/stage shall be made separately;
The following expressions and meanings are assigned to the value of the work done:
RW= Value of work done for the completion of a stage under the following items of
Schedule-H:
x. Road works; and

xi. Other works

BR=Value of work done for the completion of a stage under the items Major Bridges and
Structures (Schedule-H)
Price adjustment for changes in cost shall be paid in accordance with the following
formulae:
LI–L0 AI–A0 FI–F0
(i) 𝑉𝑅𝑊 = 0.85𝑅𝑊 × [𝑃𝐿 × + 𝑃𝐴 × + 𝑃𝐹 × + 𝑃𝐵 ×
L0 A0 F0
BI–B0 MI–M0 CI–C0 SI–S0
+ 𝑃𝑀 × + 𝑃𝐶 × + 𝑃𝑆 × ]
B0 M0 C0 S0
LI–L0 AI–A0 FI–F0
(ii) 𝑉𝐵𝑅 = 0.85𝐵𝑅 × [𝑃𝐿 × + 𝑃𝐴 × + 𝑃𝐹 × + 𝑃𝑀 ×
L0 A0 F0
MI–M0 CI–C0 SI–S0
+ 𝑃𝐶 × + 𝑃𝑆 × ]
M0 C0 S0

Where,

VRW = Increase or decrease in the cost of road works/other works during the period
under consideration due to changes in the rates for relevant components as
stated in sub-paragraph (e).

VBR= Increase or decrease in the cost of Major Bridges and Structures during the period
under consideration due to changes in the rates for relevant components as
stated in sub-paragraph(e).

97
PB, PC, PL, PM, and PS are the percentages of bitumen, cement, labour, other materials, and
steel/components (including strands and cables) respectively forth relevant item as stated in sub-
paragraph(e).

PA is the percentage of Plant, machinery and spares component for the relevant item as stated in
sub-paragraph (e).

PF is the percentage of fuel and lubricants for the relevant items as stated in sub-paragraph(e).

AO = The wholesale price index as published by the Ministry of Commerce & Industry,
Government of India (hereinafter called “WPI”) for “Manufacture of machinery
for mining, quarrying and construction” for the month of the Base Date.

AI = The WPI for construction machinery for the month three months prior to the
month to which the IPC relates.

BO = The official retail price of bitumen at the nearest refinery at CPCL Refinery,
Chennai on the Base Date.

BI = The official retail price of bitumen at nearest refinery at CPCL Refinery, Chennai,
on the first day of the month three months prior to the month to which the IPC
relates.

CO = The WPI for Ordinary Portland Cement for the month of the Base Date.

CI = The WPI for Ordinary Portland Cement for the month three months prior to the
month to which the IPC relates.

FO = The official retail price of high-speed diesel (HSD) oil at the existing consumer
pumps of Indian Oil Corporation (“IOC”) in the State of Tamil Nadu on the Base
Date.

FI = The official retail price of HSD at the existing consumer pumps of IOC in the State
of Tamil Nadu on the first day of the month three months prior to the month to
which the IPC relates.

LO = The consumer price index for industrial workers for the circle Madurai in the State
of Tamil Nadu, published by Labour Bureau, Ministry of Labour, Government of
India, (hereinafter called “CPI”) for the month of the Base Date.

LI = The CPI for the month three months prior to the month to which the IPC relates.

MO = The WPI for all commodities for the month of the Base Date.

MI = The WPI for all commodities for the month three months prior to the month to
which the IPC relates.

SO = The WPI for Mild Steel –Long Products for the month of the Base Date.

SI = The WPI for Mild Steel –Long Products for the month three months prior to the
month to which the IPC relates.

The following percentages shall govern the price adjustment of the Contract Price:

98
 Item
Road Works
Earthwork, Culverts, Major
Component Cement
Granular work, Bitumin minor bridges Bridges and
Concrete
and Other ous work and other Structures
Pavement
works structures
Labour (PL) 20% 20% 20% 15% 15%
Cement (PC) 5% Nil 20% 15% 15%
Steel (PS) Nil Nil Nil 15% 20%
Bitumen (PB) Nil 15% Nil Nil Nil
Fuel and 10% 10% 10% 10% 10%
lubricants
(PF)
Other 50% 40% 35% 30% 25%
Materials
(PM)
Plant, 15% 15% 15% 15% 15%
machinery
and spares.
(PA)
Total 100% 100% 100% 100% 100%

19.11 Restrictions on price adjustment

Price adjustment shall be due and payable only in respect of the stages of Works for
which the Stage Payment Statement has been submitted by the Contractor no later than
30 (thirty) days from the date of the applicable Project Milestone or the Scheduled
Completion Date, as the case may be, including any Time Extension granted there for in
accordance with the provisions of this Agreement. For the avoidance of doubt, in the
event of submission of any Stage Payment Statement after the period specified herein,
price adjustment shall be applicable until the date of the respective Project Milestone
or the Scheduled Completion Date, as the case maybe.

19.12 Price adjustment for Maintenance of Project Highway

Lump sum payment for Maintenance shall be adjusted every quarter for changes in
rates and prices of various inputs in accordance with the formula given below:

𝑊I − 𝑊0
𝑉=𝑃×
𝑊0

Where

V= Increase or decrease in the quarterly lump sum payment

P= Quarterly lump sum payment due to the Contractor after adjusting any reduction in
payment for non-compliance of the Maintenance Requirements

W0= The wholesale price index (all commodities) for the month of the Base Date.

WI = The wholesale price index (all commodities) for the first day of the quarter under
consideration for determining the price adjustment.

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19.13 Final Payment Statement

(i) Within60(sixty)daysafterreceivingtheCompletionCertificateunderClause 12.2, the

Contractor shall submit to the Authority’s Engineer for consideration 6 (six) copies of a Final
Payment Statement (the “Final Payment Statement”) for Works, with supporting
documents showing in detail, in the form prescribed by the Authority’s Engineer:

the summary of Contractor’s Stage Payment claims for Works as submitted in accordance
with Clause19.4;
the amounts received from the Authority against each claim; and
any further sums which the Contractor considers due to it from the Authority.
If the Authority’s Engineer disagrees with or cannot verify any part of the Final Payment
Statement, the Contractor shall submit such further information as the Authority’s Engineer
may reasonably require. The Authority’s Engineer shall deliver to the Authority:
i. an IPC for those parts of the Final Payment Statement which are not in
dispute, along with a list of disputed items which shall then be settled in
accordance with the provisions of Article 26;or
ii. a Final Payment Certificate in accordance with Clause 19.15 if there are no
disputed items.

If the Authority’s Engineer does not prescribe the form referred to in

Clause19.13 (i) within 15 (fifteen) of the date of issue of the Completion
Certificate, the Contractor shall submit the statement in such form as it deems
fit.

19.14 Discharge

Upon submission of the Final Payment Statement for Works under Clause 19.13, the
Contractor shall give to the Authority, with a copy to the Authority’s Engineer, a written
discharge confirming that the total of the Final Payment Statement represents full and
final settlement of all monies due to the Contractor in respect of this Agreement for all
the Works arising out of this Agreement, except for any monies due to either Party on
account of any Defect. Provided that such discharge shall become effective only after
the payment due has been made in accordance with the Final Payment Certificate
issued pursuant to Clause 19.15.

19.15 Final Payment Certificate

(i) Within 30(thirty) days after receipt of the Final Payment Statement for Works under Clause
19.13, and the written discharge under Clause 19.14, and there being no disputed items of
claim, the Authority’s Engineer shall deliver to the Authority, with a copy to the Contractor,
a final payment certificate (the “Final Payment Certificate”) stating the amount which, in
the opinion of the Authority’s Engineer, is finally due under this Agreement or otherwise.
For the avoidance of doubt, before issuing the Final Payment Certificate, the
Authority’sEngineershallascertainfromtheAuthorityallamountspreviously paid by the

100
 Authority and for all sums to which the Authority is entitled, the balance, if any, due from
the Authority to the Contractor or from the Contractor to the Authority, as the case maybe.

(ii) The Authority shall, in accordance with the provisions of Clause 19.9, pay to the Contractor
the amount which is stated as being finally due in the Final Payment Certificate.

19.16 Final payment statement for Maintenance

(i) Within 30 (thirty) days after completion of the Maintenance Period, the Contractor shall submit
to the Authority’s Engineer 6 (six) copies of the final payment statement for Maintenance
of the Project Highway, with supporting documents showing the details set forth below in
the form prescribed by the Authority’s Engineer:

the total amount claimed in accordance with clause 19.7 (i)and

any sums which the Contractor considers to be due to it, with supporting documents.

The Authority’s Engineer shall certify final payment within 30 (thirty) days
of the receipt of the final payment statement of Maintenance under Clause
19.16 (i), segregating the items of amount payable from the items of amount
disallowed. The Authority shall make payment on the basis of the final payment
authorised by the Authority’s Engineer within a period of 30(thirty) days of the
receipt of the Final Payment Statement from the Authority’s Engineer.

If the Authority’s Engineer does not prescribe the form within 15 (fifteen)
days of the date of issue of the Completion Certificate, the Contractor shall
submit the statement in such form as it deems fit.

19.17 Change in law

(i) If as a result of Change in Law, the Contractor suffers any additional costs in the execution
of the Works or in relation to the performance of its other obligations under this
Agreement, the Contractor shall, within 15 (fifteen)
daysfromthedateitbecomesreasonablyawareofsuchadditionincost,notify the Authority
with a copy to the Authority’s Engineer of such additional cost due to Change in Law.

(ii) If as are sultof Change in Law, the Contract or benefits from any reduction in costs for the
execution of this Agreement or in accordance with the provisions of this Agreement, either
Party shall, within 15 (fifteen) days from the date it becomes reasonably aware of such
reduction in cost, notify the other Party with a copy to the Authority’s Engineer of such
reduction in cost due to Change in Law.

(iii) The Authority’s Engineer shall, within 15 (fifteen) days from the date of receipt of the notice
from the Contractor or the Authority, determine any addition or reduction to the Contract
Price, as the case may be, due to the Change in Law.

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19.18 Correction of Interim Payment Certificates

The Authority’s Engineer may by an Interim Payment Certificate make any correction
or modification in any previous Interim Payment Certificate issued by the Authority’s
Engineer.

19.19 Authority’s claims

If the Authority considers itself to be entitled to any payment from the Contractor
under any Clause of this Agreement, it shall give notice and particulars to the
Contractor 20 (twenty)days before making the recovery from any amount due to the
Contractor, and shall take into consideration the representation, if any, made by the
Contractor in this behalf, before making such recovery.

19.20 Bonus for early completion

In the event that the Project Completion Date occurs prior to the Scheduled Completion
Date, the Contractor shall be entitled to receive a payment of
bonusequivalentto0.03%(zeropointzerothreepercent)oftheContractPrice for each day
by which the Project Completion Date precedes the Scheduled Completion Date, but
subject to a maximum of 5% (five per cent) of the Contract Price. Provided, however,
that the payment of bonus, if any, shall be made only after the issue of the Completion
Certificate. For the avoidance of the doubt, the Parties agree that for the purpose of
determining the bonus payable hereunder, the works shall always be deemed to be as
specified in this Contract Agreement but excluding the works deemed to be deleted
from the scope of work under clause 8.3 of this Contract Agreement and the Contract
Price shall always be deemed to be the amount specified in Clause 19.1 (i) after
excluding the Contract Price of the Works deemed to be deleted from the Scope of Work
under clause 8.3 of this Contract Agreement, and shall exclude any revision thereof for
any reason. The Parties also agree that bonus shall be payable only if each work for
which Time Extension has been granted is completed within respective Extended Time.

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 Article 20

Insurance

20.1 Insurance for Works and Maintenance

(i) The Contractor shall effect and maintain at its own cost the insurances specified in
Schedule-P and as per the requirements under the Applicable Laws.

Subject to the provisions of Clause 21.6, the Authority and the Contractor
shall, in accordance with its obligations as provided for in this Agreement, be
liable to bear the cost of any loss or damage that does not fall within the scope
of this Article 20 or cannot be recovered from the insurers.

(ii) Subject to the exceptions specified in Clause 20.1 (iv) below, the Contractor
shall,saveandexceptasprovidedforinthisAgreement,fullyindemnify,hold harmless and
defend the Authority from and against any and all losses, damages, costs, charges and/or
claims with respect to:

the death of or injury to any person; or

the loss of or damage to any property (other than the Works);
that may arise out of or inconsequence of any breach by the Contractor of this Agreement
during the execution of the Works or the remedying of any Defects therein.

Notwithstanding anything stated above in Clause 20.1 (iii), the Authority

shall fully indemnify the Contractor from and against any and all losses,
damages, costs, charges, proceedings and/or claims arising out of or with
respect to:

the use or occupation of land or any part thereof by the Authority;

the right of the Authority to execute the Works, or any part thereof, on, over, under, in or
through any land;
the damage to property which is the unavoidable result of the execution and completion of
the Works, or the remedying of any Defects therein, in accordance with this Agreement; and
the death of or injury to persons or loss of or damage to property resulting from any act or
neglect of the Authority, its agents, servants or other contractors, not being employed by the
Contractor.
Provided that, in the event of any injury or damage as a result of the contributory
negligence of the Contractor, the Authority shall be liable to indemnify the Contractor from and
against any and all losses, damages, costs, charges, proceedings and/or claims to the extent as
may be proportionately determined to be the liability of the Authority, its servants or agents
or other contractors not associated with the Contractor in such injury or damage.

Without prejudice to the obligations of the Parties as specified under

Clauses 20.1 (iii) and 20.1 (iv), the Contractor shall maintain or effect such
third-party insurances as may be required under the Applicable Laws.

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 The Contractor shall provide to the Authority, within 30 days of the
Appointed Date, evidence of professional liability insurance maintained by its
Design Director and/or consultants to cover the risk of professional negligence
in the design of Works. The professional liability coverage shall be for a sum of
not less than 3% (three per cent) of the Contract Price and shall be maintained
until the end of the Defects Liability Period.

20.2 Notice to the Authority

Nolaterthan15(fifteen)daysafterthedateofthisAgreement,theContractor shall by notice

furnish to the Authority, in reasonable detail, information in respect of the insurances
that it proposes to effect and maintain in accordance with this Article 20. Within 15
(fifteen) days of receipt of such notice, the Authority may require the Contractor to
effect and maintain such other insurances as may be necessary pursuant hereto, and in
the event of any difference or disagreement relating to any such insurance, the Dispute
Resolution Procedure shall apply.

20.3 Evidence of Insurance Cover

(i) All insurances obtained by the Contractor in accordance with this Article 20 shall be
maintained with insurers on terms consistent with Good Industry Practice. Within 10 (ten)
days from the Appointed Date, the Contractor shall
furnishtotheAuthoritynotarisedtruecopiesofthecertificate(s)ofinsurance, copies of
insurance policies and premia payment receipts in respect of such insurance, and no such
insurance shall be cancelled, modified, or allowed to expire or lapse until the expiration of
at least 45 (forty-five) days after notice ofsuchproposedcancellation,modificationornon-
renewalhasbeendelivered
bytheContractortotheAuthority.TheContractorshallactinaccordancewith the directions of
the Authority. Provided that the Contractor shall produce to the Authority the insurance
policies in force and the receipts for payment of the current premia.

(ii) The Contractor shall ensure the adequacy of the insurances at all times in accordance with
the provisions of this Agreement.

20.4 Remedy for failure to insure

If the Contractor shall fail to effect and keep in force all insurances for which it is
responsible pursuant hereto, the Authority shall have the option to either keep in force
any such insurances, and pay such premia and recover the costs thereof from the
Contractor, or in the event of computation of a Termination Payment, treat an amount
equal to the Insurance Cover as deemed to have been received by the Contractor.

20.5 Waiver of subrogation

All insurance policies in respect of the insurance obtained by the Contractor pursuant
to this Article 20 shall include a waiver of any and all rights of subrogation or recovery
of the insurers there under against, inter alia, the Authority, and its assigns, successors,
undertakings and their subsidiaries, Affiliates, employees, insurers and underwriters,

104
 and of any right of the insurers to any set-off or counterclaim or any other deduction,
whether by attachment or otherwise, in respect of any liability of any such person
insured under any such policy or in any way connected with any loss, liability or
obligation covered by such policies of insurance.

20.6 Contractor’s waiver

The Contractor hereby further releases, assigns and waives any and all rights of
subrogation or recovery against, inter alia, the Authority and its assigns, undertakings
and their subsidiaries, Affiliates, employees, successors, insurers and underwriters,
which the Contractor may otherwise have or acquire in or from or in any way
connected with any loss, liability or obligation covered by policies of insurance
maintained or required to be maintained by the Contractor pursuant to this Agreement
(other than third party liability insurance policies) or because of deductible clauses in
or inadequacy of limits of any such policies of insurance.

20.7 Cross liabilities

AnysuchinsurancemaintainedoreffectedinpursuanceofthisArticle20shall include a cross liability

clause such that the insurance shall apply to the Contractor and to the Authority as separately
insured.

20.8 Accident or injury to workmen

Notwithstanding anything stated in this Agreement, it is hereby expressly agreed

between the Parties that the Authority shall not be liable for or in respect of any
damages or compensation payable to any workman or other person in the employment
of the Contractor or Sub-contractor, save and except as for death or injury resulting
from any act, omission or wilful default of the Authority, its agents or servants. The
Contractor shall indemnify and keep indemnified the Authority from and against all
such claims, proceedings, damages, costs, charges, and expenses whatsoever in respect
of the above save and except for those acts, omissions or wilful defaults for which the
Authority shall be liable.

20.9 Insurance against accident to workmen

The Contractor shall effect and maintain during the Agreement such insurances as may
be required to insure the Contractor’s personnel and any other persons employed by it
on the Project Highway from and against any
liabilityincurredinpursuanceofthisArticle20.Providedthatforthepurposes of thisClause
20.9, the Contractor’s personnel/any person employed by the Contractor shall include
the Sub-contractor and its personnel. It is further provided that, in respect of any
persons employed by any Sub-contractor, the Contractor's obligations to insure as
aforesaid under this Clause 20.9 shall be discharged if the Sub-contractor shall have
insured against any liability in respect of such persons in such manner that the
Authority is indemnified under the policy. The Contractor shall require such Sub-
contractor to produce before the Authority, when required, such policy of insurance

105
 and the receipt for payment of the current premium within 10 (ten) days of such
demand being made by the Authority.

20.10 Application of insurance proceeds

The proceeds from all insurance claims, except for life and injury, shall be applied for
any necessary repair, reconstruction, reinstatement, replacement, improvement,
delivery or installation of the Project Highway and the provisions of this Agreement in
respect of construction of works shall apply mutatis mutandis to the works undertaken
out of the proceeds of insurance.

20.11 Compliance with policy conditions

Each Party hereby expressly agrees to fully indemnify the other Party from and against
all losses and claims arising from its failure to comply with conditions imposed by the
insurance policies effected in accordance with this Agreement.

20.12 General Requirements of Insurance Policies

The Contractor must:

immediately deposit copies of the policies or certificates of any insurance which it is

required to effect under the Contract, together with receipts for the premiums;
effect all insurances for which the Contractor is responsible with an in surer approved by
the Authority;
make no material changes to the terms of any insurance without the Authority’s approval;
in all respects comply with any conditions stipulated in the insurance policies which the
Contractor is required to effect under the Agreement or which the Authority has effected in
relation to the Facility and notified to the Contractor; and shall provide all assistance to the
Authority in the application for, and finalization of, such comprehensive insurance package;
regardless of the extent of settlement of claims by the underwriters or the time taken for
settlement of claims, the Contractor shall make good any loss, or damage at its own cost
promptly;
provide all assistance to the Authority in the application for, and finalization of, such
comprehensive insurance package;
Pay the Contractor's share of the insurance premiums for insurance premiums allocated
under such comprehensive insurance package policy to the insurances directly to the
insurance provider promptly on demand. In case the Contractor fails to make such payment in
time, the Authority may elect to pay the Contractor's share and adjust it against amounts
payable to the Contractor under this Agreement;
in the case of occurrence of any event leading to an insurance claim, promptly follow the
procedures specified by the insurance provider, and provide full cooperation and access to the
insurance provider or its representative, to settle the claim expeditiously;
require all the Sub-Contractors providing equipment and materials or services to the
Contractor or the Authority to obtain, maintain and keeping force during the time in which they

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are involved in the performance of the Works hereunder insurance coverage consistent with
the Contractor's insurance obligations hereunder and the Contractor shall also be responsible
for fulfilment of this requirement; and
the required insurance coverage and the Contractor's obligations-referred to shall in no
way affect or limit the Contractor's liability with respect to its performance of the Works.
Nothing in this Section shall limit or relieve the Contractor of its liabilities and obligations
under this Agreement.

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 Part V

Force Majeure and Termination

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 Article 21

Force Majeure

21.1 Force Majeure

As used in this Agreement, the expression “Force Majeure” or “Force Majeure Event”
shall mean occurrence in India of any or all of Non-Political Event, Indirect Political
Event and Political Event, as defined in Clauses 21.2, 21.3 and 21.4 respectively, if it
affects the performance by the Party claiming the benefit of Force Majeure (the
“Affected Party”) of its obligations under this Agreement and which act or event (i) is
beyond the reasonable control of the Affected Party, and (ii) the Affected Party could
not have prevented or overcome by exercise of due diligence and following Good
Industry Practice, and (iii) has Material Adverse Effect on the Affected Party.

21.2 Non-Political Event

A Non-Political Event shall mean one or more of the following acts or events:

Act of God, epidemic, extremely adverse weather conditions, lightning, earthquake,

landslide, cyclone, flood, volcanic eruption, chemical or radioactive contamination or ionising
radiation, fire or explosion (to the extent of contamination or radiation or fire or explosion
originating from a source external to the Site);
strikes or boycotts (other than those involving the Contractor, Sub- contractors or their
respective employees/ representatives, or attributable to any actor omission of any of them)
interrupting supplies and services to the Project Highway for a continuous period of 24
(twenty-four) hours and an aggregate period exceeding 10 (ten) days in an Accounting Year,
and not being an Indirect Political Event set forth in Clause21.3;
any failure or delay of a Sub-contractor but only to the extent caused by another Non-
Political Event;
any judgement or order of any court of competent jurisdiction or statutory authority made
against the Contractor in any proceedings for reasons other than (i) failure of the Contractor to
comply with any Applicable Law or Applicable Permit, or (ii) on account of breach of any
Applicable Law or Applicable Permit or of any contract, or (iii) enforcement of this Agreement,
or (iv) exercise of any of its rights under this Agreement by the Authority;
the discovery of geological conditions, toxic contamination or archaeological remains on
the Site that could not reasonably have been expected to be discovered through a site
inspection; or
any event or circumstances of a nature analogous to any of the foregoing.

21.3 Indirect Political Event

An Indirect Political Event shall mean one or more of the following acts or events:

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 an act of war (whether declared or undeclared), invasion, armed conflict or act of foreign
enemy, blockade, embargo, riot, insurrection, terrorist or military action, civil commotion or
politically motivated sabotage;
industry-wide or State- wide strikes or industrial action for a continuous
periodof24(twenty-four) hours and exceeding an aggregate period of 10 (ten) days in an
Accounting Year;
any civil commotion, boycott or political agitation which prevents construction of the
Project Highway by the Contractor for an aggregate period exceeding 10 (ten) days in an
Accounting Year;
any failure or delay of a Sub-contractor to the extent caused by any Indirect Political Event;
any Indirect Political Event that causes a Non-Political Event; or
any event or circumstances of a nature analogous to any of the foregoing.

21.4 Political Event

A Political Event shall mean one or more of the following acts or events by or on account
of any Government Instrumentality:

Change in Law, only if consequences thereof cannot be dealt with under and in accordance
with the provisions of Clause19.17;
compulsory acquisition in national interest or expropriation of any Project Assets or rights
of the Contractor or of the Sub-Contractors;
unlawful or unauthorised or without jurisdiction revocation of, or refusal to renew or grant
without valid cause, any clearance, licence, permit, authorisation, no objection certificate,
consent, approval or exemption required by the Contractor or any of the Sub-contractors to
perform their respective obligations under this Agreement; provided that such delay,
modification, denial, refusal or revocation did not resultfromtheContractor’soranySub-
contractor’sinabilityorfailure to comply with any condition relating to grant, maintenance or
renewal of such clearance, licence, authorisation, no objection certificate, exemption, consent,
approval or permit;
any failure or delay of a Sub-contractor but only to the extent caused by another Political
Event; or
any event or circumstances of a nature analogous to any of the foregoing.

21.5 Duty to report Force Majeure Event

(i) Upon occurrence of a Force Majeure Event, the Affected Party shall by notice
reportsuchoccurrencetotheotherPartyforthwith.Anynoticepursuanthereto shall include
full particulars of:

The nature and extent of each Force Majeure Event which is the subject of any claim for
relief under this Article 21 with evidence in support thereof;

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 the estimated duration and the effect or probable effect which such Force Majeure Event is
having or will have on the Affected Party’s performance of its obligations under this
Agreement;
theme assures which the Affected Party is taking or proposes to take for alleviating the
impact of such Force Majeure Event; and
any other information relevant to the Affected Party’s claim.

The Affected Party shall not be entitled to any relief for or in respect of a
Force Majeure Event unless it shall have notified the other Party of the
occurrence of the Force Majeure Event as soon as reasonably practicable, and
in any event no later than 10 (ten) days after the Affected Party knew, or ought
reasonably to have known, of its occurrence, and shall have given particulars of
the probable material effect that the Force Majeure Event is likely to have on
the performance of its obligations under this Agreement.

For so long as the Affected Party continues to claim to be materially affected

by such Force Majeure Event, it shall provide the other Party with regular (and
not less than weekly) reports containing information as required by Clause 21.5
(i), and such other information as the other Party may reasonably request the
Affected Party to provide.

21.6 Effect of Force Majeure Event on the Agreement

(i) UpontheoccurrenceofanyForceMajeureaftertheAppointedDate,thecosts incurred and

attributable to such event and directly relating to this Agreement (the “Force Majeure
costs”) shall be allocated and paid as follows:

upon occurrence of a Non-Political Event, the Parties shall bear their respective Force
Majeure costs and neither Party shall be required to pay to the other Party any costs thereof;
upon occurrence of an Indirect Political Event, all Force Majeure costs attributable to such
Indirect Political Event, and not exceeding the Insurance Cover for such Indirect Political Event,
shall be borne by the Contractor, and to the extent Force Majeure costs exceed such Insurance
Cover, one half of such excess amount shall be reimbursed by the Authority to the Contractor
for the Force Majeure events; and
upon occurrence of a Political Event, all Force Majeure costs attributable to such Political
Event shall be reimbursed by the Authority to the Contractor.
For the avoidance of doubt, Force Majeure costs may include costs directly attributable to
the Force Majeure Event, but shall not include debt repayment obligations, if any, of the
Contractor.

Save and except as expressly provided in this Article 21, 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.

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 Upon the occurrence of any Force Majeure Event during the Construction
Period, the Project Completion Schedule for and in respect of the affected
Works shall be extended on a day for day basis for such period as performance
of the Contractor’s obligations is affected on account of the Force Majeure Event
or its subsisting effects.

21.7 Termination Notice for Force Majeure Event

(i) IfaForceMajeureEventsubsistsforaperiodof60(sixty)daysormorewithin a continuous period of

120 (one hundred and twenty) days, either Party may in its discretion terminate this
Agreement by issuing a Termination Notice to the other Party without being liable in any
manner whatsoever, save as provided in this Article 21, and upon issue of such Termination
Notice, this Agreement shall, notwithstanding anything to the contrary contained herein,
stand terminated forthwith; provided that before issuing such Termination Notice, the
Party intending to issue the Termination Notice shall inform the other Party of such
intention and grant 15 (fifteen) days’ time to make a representation, and may after the
expiry of such 15 (fifteen) days period, whether or not it is in receipt of such representation,
in its sole discretion issue the Termination Notice.

21.8 Termination Payment for Force Majeure Event

(i) IntheeventofthisAgreementbeingterminatedonaccountofaNon-Political Event, the Termination

Payment shall be an amount equal to the sum payable under Clause23.5.

ProvidedthatintheeventTerminationoccursduringtheMaintenancePeriod, the
Authority’s Engineer shall only determine the value of Works associated with
Maintenance.

If Termination is on account of an Indirect Political Event, the Termination

Payment shall include:

any sums due and payable under Clause 23.5;and

the reasonable cost, as determined by the Authority’s Engineer, of the Plant and Materials
procured by the Contractor and transferred to the Authority for use in Construction or
Maintenance, only if such Plant and Materials are inconformity with the Specifications and
Standards;

Provided that in the event Termination occurs during the Maintenance Period, the
Authority’s Engineer shall only determine the value of Works associated with
Maintenance.

If Termination is on account of a Political Event, the Authority shall make a

Termination Payment to the Contractor in an amount that would be payable
under Clause 23.6 (ii) as if it were an Authority Default.

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21.9 Dispute resolution

In the event that the Parties are unable to agree in good faith about the occurrence or
existence of a Force Majeure Event, such Dispute shall be finally settled in accordance
with the Dispute Resolution Procedure; 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.

21.10 Excuse from performance of obligations

If the Affected Party is rendered wholly or partially unable to perform its obligations
under this Agreement because of a Force Majeure Event, it shall be excused from
performance of such of its obligations to the extent it is unable to perform on account
of such Force Majeure Event; provided that:

the suspension of performance shall be of no greater scope and of no longer duration than
is reasonably required by the Force Majeure Event;
the Affected Party shall make all reasonable efforts to mitigate or limit damage to the other
Party arising out of or as a result of the existence or occurrence of such Force Majeure Event
and to cure the same with due diligence; and
When the Affected Party is able to resume performance of its obligations under this
Agreement, it shall give to the other Party notice to that effect and shall promptly resume
performance of its obligations hereunder.

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 Article 22

Suspension of Contractor’s Rights

22.1 Suspension upon Contractor Default

Upon occurrence of a Contractor Default, the Authority shall be entitled, without

prejudice to its other rights and remedies under this Agreement including its rights of
Termination hereunder, to (i) suspend carrying out of the Works or Maintenance or
any part thereof, and (ii) carry out such Works or Maintenance itself or authorise any
other person to exercise or perform the same on its behalf during such suspension (the
“Suspension”). Suspension here under shall be effective forthwith upon issue of notice
by the Authority to the Contractor and may extend up to a period not exceeding 90
(ninety) days from the date of issue of such notice.

22.2 Authority to act on behalf of Contractor

During the period of Suspension hereunder, all rights and liabilities vested in the
Contractor in accordance with the provisions of this Agreement shall continue to vest
therein and all things done or actions taken, including expenditure incurred by the
Authority for discharging the obligations of the Contractor under and in accordance
with this Agreement shall be deemed to have been done or taken for and on behalf of
the Contractor and the Contractor undertakes to indemnify the Authority for all costs
incurred during such period. The Contractor hereby licences and sub-licences
respectively, the Authority or any other person authorised by it under Clause22.1 to
use during Suspension, all Intellectual Property belonging to or licensed to the
Contractor with respect to the Project Highway and its design, engineering,
construction and maintenance, and which is used or created by the Contract or in
performing its obligations under the Agreement.

22.3 Revocation of Suspension

(i) In the event that the Authority shall have rectified or removed the cause of Suspension within
a period not exceeding 60 (sixty) days from the date of Suspension, it shall revoke the
Suspension forthwith and restore all rights of the Contractor under this Agreement. Forthe
avoidance of doubt, the Parties expressly agree that the Authority may, in its discretion,
revoke the Suspension at any time, whether or not the cause of Suspension has been
rectified or removed here under.

Upon the Contractor having cured the Contractor Default within a period
not exceeding 60 (sixty) days from the date of Suspension, the Authority shall
revoke the Suspension forthwith and restore all rights of the Contractor under
this Agreement.

22.4 Termination

(i) At any time during the period of Suspension under this Article 22, the Contractor may by
notice require the Authority to revoke the Suspension and issue a Termination Notice. The

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 Authority shall, within 15 (fifteen) days of receipt of such notice, terminate this Agreement
under and in accordance with Article23.

(ii) Not with standing anything to the contrary contained in this Agreement, in the event that
Suspension is not revoked within 90 (ninety) days from the date of Suspension hereunder,
the Agreement shall, upon expiry of the aforesaid period, be deemed to have been
terminated by mutual agreement of the Parties and all the provisions of this Agreement
shall apply, mutatismutandis, to such Termination as if a Termination Notice had been
issued by the Authority upon occurrence of a Contractor Default.

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 Article 23

Termination

23.1 Termination for Contractor Default

(i) Save as otherwise provided in this Agreement, in the event that any of the defaults specified
below shall have occurred, and the Contractor fails to cure the default within the Cure
Period set forth below, or where no Cure Period is specified, then with in a Cure Periodof 60
(sixty) days, the Contractor shall be deemed to be in default of this Agreement(the
“Contractor Default”),unless the default has occurred solely as a result of any breach of
this Agreement by the Authority or due to Force Majeure. The defaults referred to herein
shall include:

The Contractor fails to provide, extend or replenish, as the case may be, the Performance
Security in accordance with this Agreement;
after the replenishment or furnishing of fresh Performance Security in
accordancewithClause7.3,theContractorfailstocure,withinaCure Period of 30 (thirty) days, the
Contractor Default for which the whole or part of the Performance Security was appropriated;
the Contractor does not achieve the latest outstanding Project Milestone due in accordance
with the provisions of Schedule-J, subject to any Time Extension, and continues to be in default
for 45 (forty five) days;
the Contractor abandons or manifests intention to abandon the construction or
Maintenance of the Project Highway without the prior written consent of the Authority;
the Contractor fails to proceed with the Works in accordance with the provisions of Clause
10.1 or stops Works and/or the Maintenance for 30 (thirty) days without reflecting the same
in the current programme and such stoppage has not been authorised by the Authority’s
Engineer;
the Project Completion Date does not occur within the period specified in Schedule-J for
the Scheduled Completion Date, or any extension thereof;
the Contract or fails to rectify any Defect, then on-rectification of which shall have a
Material Adverse Effect on the Project, within the time specified in this Agreement or as
directed by the Authority’s Engineer;
the Contractor subcontracts the Works or any part thereof in violation of this Agreement
or assigns any part of the Works or the Maintenance without the prior approval of the
Authority;
the Contractor creates any Encumbrance in breach of this Agreement;
an execution levied on any of the assets of the Contractor has caused a Material Adverse
Effect;
the Contractor is adjudged bankrupt or insolvent, or if a trustee or receiver is appointed for
the Contractor or for the whole or material part of its assets that has a material bearing onthe
Project;

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 the Contractor has been, or is in the process of being liquidated, dissolved, wound-up,
amalgamated or reconstituted in a manner that would cause, in the reasonable opinion of the
Authority, a Material Adverse Effect;
a resolution for winding up or insolvency of the Contractor is passed, or any petition for
winding up or insolvency of the Contractor is admitted by a court of competent jurisdiction and
a provisional liquidator or receiver or interim resolution professional, as the case may be, is
appointed and such order has not been set aside within 90 (ninety) days of the date thereof or
the Contractor is ordered to be wound up by court except for the purpose of amalgamation or
reconstruction; provided that, as part of such amalgamation or reconstruction, the entire
property, assets and undertaking of the Contractor are transferred to the amalgamated or
reconstructed entity and that the amalgamated or reconstructed entity has unconditionally
assumed the obligations of the Contractor under this Agreement; and provided that:
i. the amalgamated or reconstructed entity has the capability and experience
necessary for the performance of its obligations under this Agreement; and

ii. the amalgamated or reconstructed entity has the financial standing to perform its
obligations under this Agreement and has a credit worthiness at least as good as
that of the Contractor as at the Appointed Date;

any representation or warranty of the Contractor herein contained which is, as of the date
hereof, found to be false or the Contractor is at any time hereafter found to be in breach or non-
compliance thereof;
the Contractor submits to the Authority any statement, notice or other document, in
written or electronic form, which has a material effect on the Authority’s rights, obligations or
interests and which is false in material particulars;
the Contractor has failed to fulfil any obligation, for which failure Termination has been
specified in this Agreement; or
the Contractor commits a default in complying with any other provision of this Agreement
if such a default causes a Material Adverse Effect on the Project or on the Authority.
gives or offers to give (directly or indirectly) to any person any bribe, gift, gratuity,
commission or other thing of value, as an inducement or reward:
iii. for doing or forbearing to do any action in relation to the Contract, or
iv. for showing or forbearing to show favour or disfavour to any person in
relation to the Contract,
or if any of the Contractor’s personnel, agents or subcontractors gives or offers to give
(directly or indirectly) to any person any such inducement or reward as is described in this
sub-paragraph (s). However, lawful inducements and rewards to Contractor’s Personnel shall
not entitle termination.

Without prejudice to any other rights or remedies which the Authority may
have under this Agreement, upon occurrence of a Contractor Default, the
Authority shall be entitled to terminate this Agreement by issuing a
Termination Notice to the Contractor; provided that before issuing the
Termination Notice, the Authority shall by a notice inform the Contractor of its
intention to issue such Termination Notice and grant 15 (fifteen) days to the

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 Contractor to make a representation, and may after the expiry of such 15
(fifteen) days, whether or not it is in receipt of such representation, issue the
Termination Notice.

The following shall apply in respect of cure of any of the defaults and/ or
breaches of the Agreement:

The Cure Period shall commence from the date of the notice by the Authority to the
Contractor asking the latter to cure the breach or default specified in such notice;
The Cure Period provided in the Agreement shall not relieve the Contractor from liability
for Damages caused by its breach or default;
The Cure Period shall not in any way be extended by any period of suspension under the
Agreement;
If the cure of any breach by the Contractor requires any reasonable action by the Contractor
that must be approved by the Authority hereunder the applicable Cure Period (and any liability
of the Contract or for damages incurred) shall be extended by the period taken by the Authority
to accord its required approval.

After termination of this Agreement for Contractor Default, the Authority

may complete the Works and/or arrange for any other entities to do so. The
Authority and these entities may then use any Materials, Plant and equipment,
Contractor’s documents and other design documents made by or on behalf of
the Contractor.

23.2 Termination for Authority Default

(i) In the event that any of the defaults specified below shall have occurred, and the Authorityfails
to cure such default within a Cure Period of 90 (ninety) days or such longer period as has
been expressly provided in this Agreement, the Authority shall be deemed to be in default
of this Agreement (the “Authority Default”) unless the default as occurred as a result of
any breach of this Agreement by the Contractor or due to Force Majeure. The defaults
referred to herein shall include:

the Authority commits a material default in complying with any of the provisions of this
Agreement and such default has a Material Adverse Effect on the Contractor;
the Authority has failed to make payment of any amount due and payable to the Contractor
within the period specified in this Agreement;
the Authority has failed to provide,withinaperiodof180(one hundred and eighty) days from
the Appointed Date, the environmental clearances required for construction of the Project
Highway;
the Authority becomes bank ruptor in solvent, goes into liquidation, has a receiving or
administration order made against him, compounds with its creditors, or carries on business
under a receiver, trustee or manager for the benefit of its creditors, or if any act is done or event
occurs which (under Applicable Laws) has a similar effect;

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 the Authority repudiates this Agreement or otherwise takes any action that amounts to or
manifests an irrevocable intention not to be bound by this Agreement;
the Authority’s Engineer fails to issue the relevant Interim Payment Certificate within 60
(sixty) days after receiving a statement and supporting documents; or
the whole work is suspended by Authority beyond 120 (one hundred twenty) days for any
reason which is not attributed to the Contractor.

Without prejudice to any other right or remedy which the Contractor may
have under this Agreement, upon occurrence of an Authority Default, the
Contractor shall be entitled to terminate this Agreement by issuing a
Termination Notice to the Authority; provided that before issuing the
Termination Notice, the Contractor shall by a notice inform the Authority of its
intention to issue the Termination Notice and grant 15 (fifteen) days to the
Authority to make a representation, and may after the expiry of such 15
(fifteen) days, whether or not it is in receipt of such representation, issue the
Termination Notice.

If on the consideration of the Authority’s representation or otherwise, the contractor

does not issue the Termination Notice on such 15th (fifteenth) day and prefers to
continue with the project, it is deemed that the cause of action of the Termination
Notice has been condoned by the Contractor and he would be deemed to have waived
any claim and forfeited any right to any other remedy on that count or in relation to
such action or omission.

23.3 Termination for Authority’s convenience

Notwithstanding anything stated hereinabove, the Authority may terminate this

Agreement for convenience. The termination shall take effect 30 (thirty) days from the
date of notice provided to the Contractor.

23.4 Requirements after Termination

Upon Termination of this Agreement in accordance with the terms of this Article 23,
the Contractor shall comply with and conform to the following:

deliver all relevant records, reports, Intellectual Property and other licences pertaining to
the Works, Maintenance, other design documents;
transfer and/or deliver all Applicable Permits to the extent permissible under Applicable
Laws; and
vacate the Site within 15 (fifteen)days.

23.5 Valuation of Unpaid Works

(i) Withinaperiodof45(forty-five)daysafterTerminationunderClause23.1, 23.2 or 23.3, as the

case may be, has taken effect, the Authority’s Engineer shall proceed in accordance with

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 Clause 18.5 to determine as follows the valuation of unpaid Works (the “Valuation of
Unpaid Works”):

value of the completed stage of the Works, less payments already made;
reasonable value of the partially completed stages of works as on the date of Termination,
only if such works conform with the Specifications and Standards; and
value of Maintenance, if any, for completed months, less payments already made, and shall
adjust from the sum thereof (i) any other amounts payable or recoverable, as the case may be,
in accordance with the provisions of this Agreement; and (ii) all taxes due to be deducted at
source.

The Valuation of Unpaid Works shall be communicated to the Authority,

with a copy to the Contractor, within a period of 30 (thirty) days from the date
of Termination.

23.6 Termination Payment

(i) Upon Termination on account of Contractor’s Default under Clause 23.1, the Authority
shall:

Encash and appropriate the Performance Security, and Retention Money, or in the event
the Contractor has failed to replenish or extend the Performance Security, claim the amount
stipulated in Clause 7.1, as agreed pre-determined compensation to the Authority for any
losses, delays and cost of completing the Works and Maintenance, if any;
Encash and appropriate the Bank Guarantee, if any, for and in respect of the outstanding
Advance Payment and interest thereon; and
pay to the Contractor, by way of Termination Payment, an amount equivalent to the
Valuation of Unpaid Works after adjusting any other sums payable or recoverable, as the case
may be, in accordance with the provisions of this Agreement.

Upon Termination on account of an Authority Default under Clause 23.2 or

for Authority’s convenience under Clause 23.3, the Authority shall:

return the Performance Security and Retention Money forth with;

en cash and appropriate the bank guarantee, if any, for and in respect of the outstanding
Advance Payment; and
pay to the Contractor, by way of Termination Payment, an amount equal to:
i. Valuation of Unpaid Works;
ii. the reasonable cost of temporary works, as determined by the Authority’s
Engineer; and
iii. 10% (ten per cent) of the cost of the Works and Maintenance that are not
commenced or not completed,

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 and shall adjust from the sum thereof (i) any other amounts payable or recoverable, as the
case may be, in accordance with the provisions of this Agreement, and (ii) all taxes due to be
deducted at source.

Termination Payment shall become due and payable to the Contractor

within 30 (thirty) days of a demand being made by the Contractor to the
Authority with the necessary particulars, and in the event of any delay, the
Authority shall pay interest at Bank Rate+ 3% per annum, on the amount of
Termination Payment remaining unpaid; provided that such delay shall not
exceed 90 (ninety) days. For the avoidance of doubt, it is expressly agreed that
Termination Payment shall constitute full discharge by the Authority of its
payment obligations in respect thereof hereunder.

The Contractor expressly agrees that Termination Payment under this

Article 23 shall constitute a full and final settlement of all claims of the
Contractor on account of Termination of this Agreement and that it shall not
have any further right or claim under any law, treaty, convention, contract or
otherwise.

23.7 Other rights and obligations of the Parties

Upon Termination for any reason whatsoever:

property and ownership in all Materials, Plant and Works and the Project Highway shall, as
between the Contractor and the Authority, vest in the Authority in whole; provided that the
foregoing shall be without prejudice to Clause23.6;
risk of loss or damage to any Materials, Plant or Works and the care and custody thereof
shall pass from the Contractor to the Authority; and
the Authority shall been titled to restrain the Contractor and any person claiming through
or under the Agreement from entering upon the Site or any part of the Project, which have not
been vested in the Authority in accordance with the provisions of this Agreement.

23.8 Survival of rights

Notwithstanding anything to the contrary contained in this Agreement any

Termination pursuant to the provisions of this Agreement shall be without prejudice
to the accrued rights of either Party including its right to claim and recover money
damages, insurance proceeds, security deposits, and other rights and remedies, which
it may have in law or Agreement. All rights and obligations of either Party under this
Agreement, including Termination Payments, shall survive the Termination to the
extent such survival is necessary for giving effect to such rights and obligations.

23.9 Foreclosure with mutual consent

(i) Without prejudice to any provision of this Agreement, the Authority and Contractor may
foreclose this Agreement by mutual consent in circumstances which does not constitute
either party’s default without any liability or consequential future liability for either party.

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(ii) Should a Party intend to foreclose this Agreement by mutual consent, the intending Party
shall issue a notice to the other Party and upon issuance of such notice, the other Party may
within 15 days from receipt of such notice either agree to such foreclosure or raise
objection(s) to the same by intimating either of the two possible positions to the intending
Party in writing.

(iii) In either case of the other Party agreeing to the proposed foreclosure or otherwise, the
Parties may negotiate the proposed foreclosure and sign a Supplementary Agreement for
foreclosure to the main Contract Agreement within 30 (thirty) days of the date agreeing by
both Parties. Foreclosure shall not come into effect unless and otherwise Supplementary
Agreement is signed.

(iv) Anyattemptorendeavorforforeclosurebymutualagreementshallbewithout prejudice to the

rights and obligations of the Parties herein and the factum of such an attempt or exercise
shall not stop either of the Parties from discharging their contractual obligations under this
Agreement.

(v) For the avoidance of doubt, it is clarified that such foreclosure will be without prejudice to
the Contractor and shall not affect the Contractor in any way if it wishes to bid in future
projects of the Authority.

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 Part VI

Other Provisions

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 Article 24

Assignment and Charges

24.1 Restrictions on assignment and charges

This Agreement shall not be assigned by the Contractor to any person, save and except
with the prior consent in writing of the Authority, which consent the Authority shall be
entitled to decline without assigning any reason.

24.2 Hypothecation of Materials or Plant

Notwithstanding the provisions of Clause 24.1, the Contractor may pledge or

hypothecate to its lenders, any Materials or Plant prior to their incorporation in the
Works. Further, the Contractor may, by written notice to the Authority, assign its right
to receive payments under this Agreement either absolutely or by way of charge, to any
person providing financing to the Contractor in connection with the performance of the
Contractor’s obligations under this Agreement. The Contractor acknowledges that any
such assignment by the Contractor shall not relieve the Contractor from any
obligations, duty or responsibility under this Agreement.

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 Article 25

Liability and Indemnity

25.1 General indemnity

(i) The Contractor will indemnify, defend, save and hold harmless the Authority and its officers,
servants, agents, Government Instrumentalities and Government owned and/or controlled
entities/enterprises, (the “Authority Indemnified Persons”) against any and all suits,
proceedings, actions, demands and third party claims for any loss, damage, cost and
expense of whateverkindandnature,whetherarisingoutofanybreachbytheContractor of any
of its obligations under this Agreement or from any negligence under the Agreement,
including any errors or deficiencies in the design documents, or tort or on any other ground
whatsoever, except to the extent that any such suits, proceedings, actions, demands and
claims have arisen due to any negligent act or omission, or breach or default of this
Agreement on the part of the Authority Indemnified Persons.

25.2 Indemnity by the Contractor

(i) Without limiting the generality of Clause 25.1, the Contractor shall fully indemnify, hold harmless
and defend the Authority and the Authority Indemnified Persons from and againstany and
all loss and/or damages arising out of or with respect to:

failure of the Contractor to comply with Applicable Laws and Applicable Permits;
payment of taxes required to be made by the Contractor in respect of the income or other
taxes of the Sub-contractors, suppliers and representatives; or
Non-payment of amounts due because of Materials or services furnished to the Contractor
or any of its Sub-contractors which are payable by the Contractor or any of its Sub-contractors.

Without limiting the generality of the provisions of this Article 25, the
Contractor shall fully indemnify, hold harmless and defend the Authority
Indemnified Persons from and against any and all suits, proceedings, actions,
claims, demands, liabilities and damages which the Authority Indemnified
Persons may hereafter suffer, or pay by reason of any demands, claims, suits or
proceedings arising out of claims of infringement of any domestic or foreign
patent rights, copyrights or other intellectual property, proprietary or
confidentiality rights with respect to any materials, information, design or
process used by the Contractor or by the Sub-contractors in performing the
Contractor’s obligations or in any way incorporated in or related to the Project.
If in any such suit, action, claim or proceedings, a temporary restraint order or
preliminary injunction is granted, the Contractor shall make every reasonable
effort, by giving a satisfactory bond or otherwise, to secure the revocation or
suspension of the injunction or restraint order. If, in any such suit, action, claim
or proceedings, the Project Highway, or any part thereof or comprised therein,
is held to constitute an infringement and its use is permanently enjoined, the
Contractor shall promptly make every reasonable effort to secure for the

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 Authority a licence, at no cost to the Authority, authorising continued use of the
infringing work. If the Contractor is unable to secure such licence within a
reasonable time, the Contractor shall, at its own expense, and without
impairing the Specifications and Standards, either replace the affected work, or
part, or process thereof with non-infringing work or part or process or modify
the same so that it becomes non-infringing.

25.3 Notice and contest of claims

In the event that either Party receives a claim or demand from a third party in respect
of which it is entitled to the benefit of an indemnity under this Article 25 (the
“Indemnified Party”) it shall notify the other Party (the “Indemnifying Party”) within
15 (fifteen) days of receipt of the claim or demand and shall not settle or pay the claim
without the prior approval of the Indemnifying Party, which approval shall not be
unreasonably withheld or delayed. If the Indemnifying Party wishes to contest or
dispute the claim or demand, it may conduct the proceedings in the name of the
Indemnified Party, subject to the Indemnified Party being secured against any costs
involved, to its reasonable at is faction.

25.4 Defence of claims

(i) The Indemnified Party shall have the right, but not the obligation, to contest, defend and
litigate any claim, action, suit or proceeding by any third party alleged or asserted against
such Party in respect of, resulting from, related to or arising out of any matter for which it
is entitled to be indemnified here under, and reasonable costs and expenses thereof shall
be indemnified by the Indemnifying Party. If the Indemnifying Party acknowledges in
writing its obligation to indemnify the Indemnified Party in respect of loss to the full extent
provided by this Article 25, the Indemnifying Party shall be entitled, at its option, to assume
and control the defence of such claim, action, suit or proceeding, liabilities, payments and
obligations at its expense and through the counsel of its choice; provided it gives prompt
notice of its intention to do so to the Indemnified Party and reimburses the Indemnified
Party for the reasonable cost and expenses incurred by the Indemnified Party prior to the
assumption by the Indemnifying Party of such defence. The Indemnifying Party shall not be
entitled to settle or compromise any claim, demand, action, suit or proceeding without the
prior written consent of the Indemnified Party, unless the Indemnifying Party provides such
security to the Indemnified Party as shall be reasonably required by the Indemnified Party
to secure the loss to be indemnified hereunder to the extent so compromised or settled.

(ii) If the Indemnifying Party has exercised its rights under Clause 25.3, the Indemnified Party
shall not been titled to settle or compromise any claim, action, suit or proceeding without
the prior written consent of the Indemnifying Party (which consent shall not be
unreasonably withheld or delayed).

(iii) If the Indemnifying Party exercises its rights under Clause 25.3, the Indemnified Party shall
nevertheless have the right to employ its own counsel, and such counsel may participate in
such action, but the fees and expenses of such counsel shall be at the expense of the
Indemnified Party, when and as incurred, unless:

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 the employment of counsel by such party has been authorised in writing by the
Indemnifying Party; or
the Indemnified Party shall have reasonably concluded that there may be a conflict of
interest between the Indemnifying Party and the Indemnified Party in the conduct of the
defence of such action; or
the Indemnifying Party shall not, in fact, have employed independent counsel reasonably
satisfactory to the Indemnified Party, to assume the defence of such action and shall have been
so notified by the Indemnified Party; or
the Indemnified Party shall have reasonably concluded and specifically notified the
Indemnifying Party either:
i. that there may be specific defences available to it which are different from
or additional to those available to the Indemnifying Party; or
ii. that such claim, action, suit or proceeding involves or could have a material
adverse effect upon it beyond the scope of this Agreement:

Provided that if Sub-clauses (b), (c) or (d) of this Clause 25.4 (iii) shall be applicable,
the counsel for the Indemnified Party shall have the right to direct the defence of such
claim, demand, action, suit or proceeding on behalf of the Indemnified Party, and the
reasonable fees and disbursements of such counsel shall constitute legal or other
expenses hereunder.

25.5 Survival on Termination

The provisions of this Article 25 shall survive Termination.

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 Article 26

Dispute Resolution

26.1 Dispute Resolution

(i) In the event of any dispute, difference or controversy of whatever nature howsoever
arising under or out of or in relation to this Agreement (including its interpretation)
between the Parties, and so notified in writing by either Party to the other Party (the
“Dispute”) either Party may call upon the Authority Engineer, to mediate and assist
the Parties in arriving at an amicable settlement thereof.
(ii) The Parties agree to use their best efforts for resolving all Disputes arising under or
in respect of this Agreement promptly, equitably and in good faith, and further agree
to provide each other with reasonable access during normal business hours to all
non-privileged records, information and data pertaining to any Dispute.
(iii) Dispute Resolution Board (DRB):
Failing mediation by the Authority Engineer or without the intervention of the
Authority Engineer, either Party may require such Dispute to be referred to the
Dispute Resolution Board (“DRB”) in accordance with the procedure set forth in
Schedule-S to the Contract Agreement. The decision(s) of the Dispute Resolution
Board shall be binding on both parties who shall promptly give effect to unless and
until the same is revised/modified, as hereinafter provided, in a
Conciliation/Arbitral Tribunal.

26.2 Conciliation

If either the Authority or the Contractor is dissatisfied with any decision of the DRB,
and/ or if the DRB is unable to resolve the dispute, either Party may refer the Dispute
to arbitration in accordance with the provisions of Clause 26.3 but before resorting
to such arbitration, the parties agree to explore conciliation by the Conciliation
Committees of Independent Experts set up by the Authority in accordance with the
procedure decided by the panel of such experts and notified by the Authority on its
website including its subsequent amendments. In the event of the conciliation
proceedings being successful, the parties to the dispute would sign the written
settlement agreement and the conciliators would authenticate the same. Such
settlement agreement would then be binding on the parties in terms of Section 73
of the Arbitration Act. In case of failure of the conciliation process even at the level
of the Conciliation Committee, either party may refer the Dispute to arbitration in
accordance with the provisions of Clause 26.3.

26.3 Arbitration

Any Dispute which is not resolved amicably by conciliation as provided in

Clause 26.2 shall be finally settled by arbitration as set forth below:

i. The Dispute shall be finally referred to Society for Affordable Resolution of

disputes (hereinafter called as SAROD), a Society registered under Society's

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 ACT 1860 vide Registration no. S/RŠ/SW1049/2013 duly represented by
Authority and National Highways Builders Federation (NHBF). The dispute
shall be dealt with in terms of Rules of SAROD. The detailed procedure for
conducting Arbitration shall be governed by the Rules of SAROD and
Provisions of Arbitration & Conciliation Act, 1996, as amended from time to
time. The Dispute shall be governed by Substantive Law of India.

ii. The appointment of Tribunal, Code of conduct for Arbitrators and fees and
expenses of SAROD and Arbitral Tribunal shall also be governed by the Rules
of SAROD as amended from time to time.

iii. Subject to the provisions of THE LIMITATION ACT, 1963, as amended from
time to time, Arbitration may be commenced during or after the Contract
Period, provided that the obligations of Authority and the Contractor shall
not be altered by reason of the Arbitration being conducted during the
Contract Period.

iv. The venue of Arbitration shall be New Delhi or a place selected by governing
body of SAROD and the language for all documents and communications
between the parties shall be English.

v. The expenses incurred by each party in connection with the preparation,

presentation, etc., of arbitral proceedings shall be shared by each party itself.

26.3.2 The arbitrators shall make a reasoned award (the "Award").

Any Award made in any arbitration held pursuant to this Article 26 shall be final
and binding on the Parties as from the date it is made, and the Contractorand
the Authority agree and undertake to carry out such Award without delay.

26.3.3 The Contractor and the Authority agree that an Award may be
enforced against the Contractor and/or the Authority, as the case may be, and
their respective assets wherever situated.

26.3.4 This Agreement and the rights and obligations of the Parties
shall remain in full force and effect, pending the Award in any arbitration
proceedings hereunder. Further, the parties unconditionally acknowledge and
agree that notwithstanding any dispute between them, each party shall proceed
with the performance of its respective obligations, pending resolution of
Dispute in accordance with this Article.

26.4 Adjudication by Regulatory Authority, Tribunal or Commission

In the event of constitution of a statutory regulatory authority, tribunal or

commission, as the case may be, with powers to adjudicate upon disputes between
the Contractor and the Authority, all Disputes arising after such constitution shall,
instead of reference to arbitration under Clause 26.3, be adjudicated upon by such
regulatory authority, tribunal or commission in accordance with the Applicable Law
and all references to Dispute Resolution Procedure shall be construed accordingly.

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For the avoidance of doubt, the Parties hereto agree that the adjudication hereunder
shall not be final and binding until an appeal against such adjudication has been
decided by an appellate tribunal or court of competent jurisdiction, as the case may
be, or no such appeal has been preferred within the time specified in the Applicable
Law.

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 Article 27

Miscellaneous

27.1 Governing law and jurisdiction

This Agreement shall be construed and interpreted in accordance with and governed
by the laws of India, and the courts at Delhi shall have exclusive jurisdiction over
matters arising out of or relating to this Agreement.

27.2 Waiver of immunity

Each Party unconditionally and irrevocably:

agrees that the execution, delivery and performance by it of this Agreement constitute
commercial acts done and performed for commercial purpose;
agrees that, should any proceedings be brought against it or its assets, property or
revenues in any jurisdiction in relation to this Agreement or any transaction contemplated by
this Agreement, no immunity (whether by reason of sovereignty or otherwise)from such
proceedings shall be claimed by or on behalf of the Party with respect to its assets;
waives any right of immunity which it or its assets, property or revenues now has, may
acquire in the future or which may be attributed to it in any jurisdiction; and
consents generally in respect of the enforcement of any judgement or award against it in
any such proceedings to the giving of any relief or the issue of any process in any jurisdiction
in connection with such proceedings (including the making, enforcement or execution against
it or in respect of any assets, property or revenues whatsoever irrespective of their use or
intended use of any order or judgement that may be made or given in connection therewith).

27.3 Delayed payments

The Parties hereto agree that payments due from one Party to the other Party under
the provisions of this Agreement shall be made within the period set forth therein, and
if no such period is specified, within 30 (thirty) days of receiving a demand along with
the necessary particulars. In the event of delay beyond such period, the defaulting Party
shall pay interest for the period of delay calculated at a rate equal to Base Rate plus 2
(two) percent, calculated at quarterly rests, and recovery thereof shall be without
prejudice to the rights of the Parties under this Agreement including Termination
thereof.

27.4 Waiver

(i) Waiver, including partial or conditional waiver, by either Party of anydefault by the other Party
in the observance and performance of any provision of or obligations under this
Agreement:-

Shall not operate or be construed as a waiver of any other or subsequent default hereof or
of other provisions of or obligations under this Agreement;

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 shall not be effective unless it is in writing and executed by a duly authorised
representative of the Party; and
shall not affect the validity or enforceability of this Agreement in any manner.

Neither the failure by either Party to insist on any occasion upon the
performance of the terms, conditions and provisions of this Agreement or any
obligation there under nor time or other indulgence granted by a Party to the
other Party shall be treated or deemed as waiver of such breach or acceptance
of any variation or the relinquishment of any such right hereunder.

27.5 Liability for review of Documents and Drawings

Except to the extent expressly provided in this Agreement:

no review, comment or approval by the Authority or the Authority’s Engineer of any

Document or Drawing submitted by the Contractor nor any observation or inspection of the
construction, or maintenance of the Project Highway nor the failure to review, approve,
comment, observe or inspect hereunder shall relieve or absolve the Contractor from its
obligations, duties and liabilities under this Agreement, the Applicable Laws and Applicable
Permits; and
the Authority shall not be liable to the Contractor by reason of any review, comment,
approval, observation or inspection referred to in Sub-clause (a)above.

27.6 Exclusion of implied warranties etc.

This Agreement expressly excludes any warranty, condition or other undertaking

implied at law or by custom or otherwise arising out of any other agreement between
the Parties or any representation by either Party not contained in a binding legal
agreement executed by both Parties.

27.7 Survival

(i) Termination shall:

not relieve the Contractor or the Authority, as the case may be, of any obligations
hereunder which expressly or by implication survive Termination hereof; and
except as otherwise provided in any provision of this Agreement expressly limiting the
liability of either Party, not relieve either Party of any obligations or liabilities for loss or
damage to the other Party arising out of, or caused by, acts or omissions of such Party prior to
the effectiveness of such Termination or arising out of such Termination.

All obligations surviving Termination shall only survive for a period of 3

(three) years following the date of such Termination.

27.8 Entire Agreement

This Agreement and the Schedules together constitute a complete and exclusive
statement of the terms of the agreement between the Parties on the subject hereof, and

134
 no amendment or modification hereto shall be valid and effective unless such
modification or amendment is agreed to in writing by the Parties and duly executed by
persons especially empowered in this behalf by the respective Parties. All prior written
or oral understandings, offers or other communications of every kind pertaining to this
Agreement are abrogated and withdrawn. For the avoidance of doubt, the Parties
hereto agree that any obligations of the Contractor arising from the Request for
Qualification or Request for Proposals, as the case may be, shall be deemed to form part
of this Agreement and treated as such.

27.9 Severability

If for any reason whatever, any provision of this Agreement is or becomes invalid,
illegal or unenforceable or is declared by any court of competent jurisdiction or any
other instrumentality to be invalid, illegal or unenforceable, the validity, legality or
enforceability of the remaining provisions shall not be affected in any manner, and the
Parties will negotiate in good faith with a view to agreeing to one or more provisions
which may be substituted for such invalid, unenforceable or illegal provisions, as nearly
as is practicable to such invalid, illegal or unenforceable provision. Failure to agree
upon any such provisions shall not be subject to the Dispute Resolution Procedure set
forth under this Agreement or otherwise.

27.10 No partnership

This Agreement shall not be interpreted or construed to create an association, joint

venture or partnership between the Parties, or to impose any partnership obligation or
liability upon either Party, and neither Party shall have any right, power or authority to
enter into any agreement or undertaking for, or act on behalf of, or to act as or be an
agent or representative of, or to other wise bind, the other Party.

27.11 Third parties

This Agreement is intended solely for the benefit of the Parties and their respective
successors and permitted assigns, and nothing in this Agreement shall be construed to
create any duty to, standard of care with reference to, or any liability to, any person not
a Party to this Agreement.

27.12 Successors and assigns

This Agreement shall be binding upon, and inure to the benefit of the Parties and their
respective successors and permitted assigns.

27.13 Notices

Unless the law requires to follow the specified mode of communication only as prescribed therein, any
notice or other communication to be given by one contracting party to the other party under or in
connection with the matters contemplated by this agreement shall be routed through NHAI Data Lake
under the hand of a duly authorized representative and shall:

135
a. In the case of the Contractor, be given through NHAI Data Lake and marked for attention of the person set
out below or to such other person as the Contractor may from time to time designate by notice to the Authority:
{Attention:
Designation:
Address:
Fax No:
Email:}
b.In the case of the Authority, be given through NHAI Data Lake and be addressed to the (Chairman) of the
Authority or such other person as the Authority may from time to time designate by notice to the Contractor;
{Attention:
Designation:
Address:
Fax No:
Email:}

c.Any notice or communication by one contracting party to the other party, given in accordance
herewith, shall be deemed to have been delivered when given through or made on the NHAI Data
Lake.

27.14 Language

All notices required to be given by one Party to the other Party and all other
communications, Documentation and proceedings which are in any way relevant to this
Agreement shall be in writing and in English language.

27.15 Counterparts

This Agreement may be executed in two counterparts, each of which, when executed
and delivered, shall constitute an original of this Agreement.

27.16 Confidentiality

The Parties shall treat the details of this Agreement as private and confidential, except
to the extent necessary to carry out obligations under it or to comply with Applicable
Laws. The Contractor shall not publish, permit to be published, or disclose any
particulars of the Works in any trade or technical paper or elsewhere without the
previous agreement of the Authority.

27.17 Copyright and Intellectual Property rights

(i) As between the Parties, the Contractor shall retain the copyright and other Intellectual Property
rights in the Contractor's documents and other design documents made by (or onbehalf of)
the Contractor. The Contractor shall be deemed (by signing this Agreement) to give to the
Authority an on-terminable transferable non-exclusive royalty-free licence to

136
 copy, use and communicate the Contractor's documents, including making and using
modifications of them. This licences hall:

apply throughout the actual or intended working life (whichever is longer) of the relevant
parts of the Works;
entitle any person in proper possession of the relevant part of the Works to copy, use and
communicate the Contractor's documents for the purposes of completing, operating,
maintaining, altering,adjusting, repairing and demolishing the Works; and
in the case of Contractor's documents which are in the form of computer programs and
other software, permit their use on any computer on the Site and other places as envisaged by
this Agreement, including replacements of any computers supplied by the Contractor.

The Contractor's documents and other design documents made by (or on

behalf of) the Contractor shall not, without the Contractor's consent, be used,
copied or communicated to a third party by (or on behalf of) the Authority for
purposes other than those permitted under this Clause 27.17.

As between the Parties, the Authority shall retain the copyright and other
intellectual property rights in this Agreement and other documents made by
(or on behalf of) the Authority. The Contractor may, at its cost, copy, use, and
obtain communication of these documents for the purposes of this Agreement.
They shall not, without the Authority's consent, be copied, used or
communicated to a third party by the Contractor, except as necessary for the
purposes of the contract.

27.18 Limitation of Liability

(i) Neither Party shall be liable to the other Party for loss of use of any Works, loss of profit,
loss of any contract or for any indirect or consequential loss or damage which may be
suffered by the other Party in connection with this Agreement, save and except as provided
under Articles 23 and25.

(ii) ThetotalliabilityofonePartytotheotherPartyunderandinaccordancewith the provisions of

this Agreement, save and except as provided in Articles 23 and 25, shall not exceed the
Contract Price. For the avoidance of doubt, this Clause shall not limit the liability in any case
of fraud, deliberate default or reckless misconduct by the defaulting Party.

27.19 Care and Supply of Documents

(i) Each of the Contractor’s documents shall be in the custody and care of the Contractor,
unless and until taken over by the Authority. Unless otherwise stated in the Agreement, the
Contractor shall supply to the Authority 2 (two) copies of the each of the Contractor’s
documents.

(ii) The Contractor shall keep, on the Site, a copy of the Agreement, publication named in the
Authority’s requirements, the Contractor’s documents, and variations and other

137
 communications given under the Agreement. The Authority’s personnel shall have the right
of access to all these documents at all reasonable times.

(iii) If a Party becomes aware of an error or defect of a technical nature in a document which
was prepared for use in executing the Works, the Party shall promptly give notice to the
other party of such error or defect.

27.20 Authority’s Use of Contractor’s Documents.

(i) As between the Parties, the Contractor shall retain the copyright and other Intellectual
Property rights in the Contractor’s Documents and other design documents made by (or on
behalf of) the Contractor.

(ii) The Contractor hereby gives to the Authority a non-terminable transferable nonexclusive
royalty-free license to copy, use and communicate the Contractor’s Documents, including
making and using modifications of them. This license shall:

apply throughout the actual or intended working life (whichever is longer) of the relevant
parts of the Works,
entitle any person in proper possession of the relevant part of the Works to copy, use and
communicate the Contractor’s Documents for the purposes of completing, operating,
maintaining, altering,adjusting, repairing and demolishing the Works, and
In the case of Contractor’s Documents which are in the form of computer programs and
other software, permit their use on any computer on the Site and other places as envisaged by
the Contractor, including replacements of any computers supplied by the Contractor.

The Contractor’s Documents and other design documents made by or on

behalf of the Contractor shall not, without the Contractor’s consent, be used,
copied or communicated to a third party by (or on behalf of) the Authority for
purposes other than those permitted under this Sub-Clause.

27.21 Contractor’s Use of Authority’s Documents

As between the Parties, the Authority shall retain the copyright and other intellectual
property rights in the Authority’s requirements and other Documents made by (or on
behalf of) the Authority. The Contractor may, at its cost copy, use, and obtain
communication of these documents for the purpose of the Agreement. They shall not
without the Authority’s consent, be copied, used or communicating to a third party by
the Contractor, except as necessary for the purposes of the Agreement.

27.22 Access to the Site by Others

The Contractor shall, at all times, afford access to the Site to the authorized
representatives of the Authority, the Authority’s Engineer and anyone else authorized
by the Authority to access the site and to the persons duly authorized by any
Governmental Agency having jurisdiction over the Project, including those concerned
withsafety, security or environmental protection to inspect the Project Highway and to

138
 investigate any matter within their authority and upon reasonable notice, the
Contractor shall provide to such persons reasonable assistance necessary to carry out
the irrespective duties and functions with minimum disruption to the construction,
operation and maintenance of the Project Highway consistent with the purpose for
which such persons have gained such access to the Site.

27.23 Term

This Agreement shall come into force and effect from the date first hereinabove written
and shall remain in force and affect till the Termination Date i.e. the Parties perform all
the irrespective obligations or is terminated by any of the Parties for the reasons and
in the manner provided for in the Agreement.

27.24 Amendments

The Agreement may not be supplemented, amended, modified or changed except by an

instrument in writing signed by the Contractor and the Authority and expressed to be
a supplement, modification or change to the Agreement.

27.25 Representation and Bribes

The Contractor represents and warrants to the Authority that:

No representation or warranty by the Contractor contained herein or in any other

document furnished by it to the Authority, or to any Governmental Instrumentality in relation
to Applicable Permits contains or will contain any untrue statement of material fact or omits
or will omit to state a material fact necessary to make such representation or warranty not
misleading; and
It warrants that no sums, in cash or kind, have been paid or will be paid by or on behalf of
the Contractor, to any person by way of fees, commission or otherwise for securing or entering
into the Contractor for influencing or attempting to influence any officer or employee of the
Authority or GOI in connection there with.

27.26 No Agency

The Agreement does not constitute either Party as the agent, partner or legal
representative of the other for any purposes whatsoever, and neither Party shall have
any express or implied right or authority to assume or to create any obligation or
responsibility on behalf of or in the name of the other Party.

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 IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED AND DELIVERED THIS
AGREEMENT AS OF THE DAY, MONTH AND YEAR FIRST ABOVE WRITTEN.

SIGNED, SEALED AND SIGNED, SEALED AND

DELIVERED DELIVERED

For and on behalf of For and on behalf of

THE NATIONAL HIGHWAYS AUTHORITY THE CONTRACTOR by:
OF INDIA by:

(Signature) (Signature)
(Name) (Name)
(Designation) (Designation)
In the presence of:
1.
2.

{COUNTERSIGNED and accepted by:

Name and particulars of other members of the Consortium}

140
Schedules

141
 Schedule-A

(See Clauses 2.1 and 8.1)

Site of the Project

1 The Site

(i) Site of the Construction of 4 Lane V.U.P at Km 290+153 on NH-7

(New no. NH-44) Semmadai, RE Wall & Retaining Wall approaches, 2 Lane
Service Road (B/s) etc. in the State of Tamil Nadu on EPC mode Project
Highway shall include the land, buildings, structures and road works as
described in Annex-I of this Schedule-A.

(ii) The dates of handing over the Right of Way to the Contractor are specified in Annex-II of
this Schedule-A.

(iii) An inventory of the Site including the land, buildings, structures, road works, trees and any
other immovable property on, or attached to, the Site shall be prepared jointly by the
Authority Representative and the Contractor, and such inventory shall form part of the
memorandum referred to in Clause 8.2 (i) of this Agreement.

(iv) The alignment plans of the Project Highway are specified in Annex-III. In the case of sections
where no modification in the existing alignment of the Project Highway is contemplated,
the alignment plan has not been provided. Alignment plans have only been given for
sections where the existing alignment is proposed to be upgraded. The proposed profile of
the Project Highways shall be followed by the contractor with minimum FRL as indicated in
the alignment plan. The Contractor, however, improve/upgrade the Road Profile as
indicated in Annex-III based on site/design requirement.

(v) The status of the environment clearances obtained or awaited is given in Annex-IV.

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 Annex – I

(Schedule-A)

Site

1. Site

The Site of the Project Highway from Km 296+385 to Km 297+225 of Padalur - Trichy section
comprises the section of National Highways NH-45 in the State of Tamil Nadu. The land,
carriageway and structures comprising the Site are described below.

2. Land

The Site of the Project Highway comprises the land (sum total of land already in possession
and land to be possessed) as described below:

Chainage (km)
S. No. Right of Way (m) Remarks
From To

1 289+760 290+460 45 m Lands are

available

3. Carriageway

The present carriageway of the Project Highway is Four Lane. The type of the existing
pavement is flexible.

4. Major Bridges

The Site includes the following Major Bridges:

S. Chainage Type of Structure No. of Spans Width (m)

No. (km) with span
Foundation Sub- Super- length (m)
structure structure

Nil

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5. Road over-bridges (ROB)/ Road under-bridges (RUB)

The Site includes the following ROB (road over railway line)/RUB (road under railway line):

S.No Chainage Type of Structure No. of Spans Width (m) ROB/

. (km) with span length RUB
Foundation Superstructure (m)

Nil

6. Grade separators

The Site includes the following grade separators:

S.No Chainage Type of Structure No. of Spans with Width (m)

. (km) span length (m)
Foundation Superstructure

Nil

7. Minor bridges

The Site includes the following minor bridges:

S. Chainage Type of Structure No. of Spans with Width (m)

No. (km) span length (m)
Foundation Sub- structure Super-structure

Nil

8. Railway level crossings

The Site includes the following railway level crossings:

S. No. Location (km) Remarks

Nil

9. Underpasses (vehicular, non-vehicular)

The Site includes the following underpasses:

144
 S. No. Chainage (km) Type of Structure No. of Spans with Width (m)
span length (m)

Nil

10. Culverts

The Site has the following culverts:

S. No. Chainage (km) Type of Culvert Span /Opening with span Width (m)
length (m)

Nil

11. Bus bays

The details of bus bays on the Site are as follows:

S. No. Chainage(km) Length (m) Left Hand Side Right Hand Side

Nil

12. Truck Lay byes

The details of truck lay byes are as follows:

S. No. Chainage (km) Length (m) Left Hand Side Right Hand Side

Nil

13. Road side drains

The details of the roadside drains are as follows:

S. No. Location Type

From km to km Masonry/cc (Pucca) Earthen (Kutcha)

Nil

14. Major junctions

The details of major junctions are as follows:

145
 S. No. Location At grade Separated Category of Cross Road

From km to km NH SH MDR Others

1 Nil

(NH: National Highway, SH: State Highway, MDR: Major District Road)

15. Minor junctions

The details of the minor junctions are as follows:

S. No. Location Type

From km To km junction Cross road

1 289+705 (RHS) T -junction

2 289+855 (RHS) T -junction

3 289+890 (LHS) T -junction

4 290+030 (RHS) T -junction

5 290+153 (LHS) Y -junction

6 290+153 (RHS) T -junction

16. Bypasses

The details of the existing road sections proposed to be bypassed are as follows:

S. No. Name of Chainage (km) From km to Length (in Km)

bypass(town) km

Nil

17. Service road

The details of existing service road proposed to be widened are as follows:

S. No. Location Side Width

From km To km

1 290+153 290+460 BHS 5.5m

146
 Annex – II

(As per Clause 8.3 (i))

(Schedule-A)

Dates for providing Right of Way of Construction Zone

The dates on which the Authority shall provide Right of Way of Construction Zone to the Contractor
on different stretches of the Site are stated below:

SI.No. Chainage Right of Way (m) Date of providing

Right of Way
1 289+600 290+460 45 m 30 days

(Lands are available with Branch roads for Junction improvements)

147
 Annex - III

(Schedule-A)

Alignment Plans

The existing alignment of the Project Highway shall be modified in the following sections as
per the alignment plan indicated below:

(i) The alignment of the Project Highway is enclosed in alignment plan. Finished road level
indicated in the alignment plan shall be followed by the contractor as minimum FRL. In
any case, the finished road level of the project highway shall not be less than those
indicated in the alignment plan. The contractor shall, however, improve/upgrade the
Road profile as indicated in Annex-III based on site/design requirement.

(ii) Traffic Signage plan of the Project Highway showing numbers & location of traffic signs
is enclosed. The contractor shall, however, imp

(iii) Rove/upgrade upon the traffic signage plan as indicated in Annex-III based on
site/design requirement as per the relevant specifications/IRC Codes/Manual.

148
 Annex – IV

(Schedule-A)

Environment Clearances

The following environment clearances have been obtained: Clearances Required

The following environment clearances are awaited: Clearances Not Required

149
 Schedule - B

(See Clause2.1)

Development of the Project Highway

1. Development of the Project Highway

Development of the Project Highway shall include design and construction of the Project
Highway [Elimination of Black Spot TN(02)-596 by providing permanent rectification
measures constructing 4 Lane V.U.P with 2 Lane Service Road on Both Side at Km.290+153
in NH-44 (Old NH-7)] as described in this Schedule-B (Annexure – I) and in Schedule-C.

2. [Rehabilitation and augmentation]

Deleted

3. Specifications and Standards

The Project Highway shall be designed and constructed inconformity with the Specifications
and Standards specified in Annex-I of Schedule-D.

150
 Annex – I

(Schedule-B)

Description of Works

1(i) Rectification of Black Spot TN-02-080 by providing permanent mitigation measures

RE wall Approach Road/ Main Carriage way for VUP at Km 290+153:

 Construction of RE wall approaches as per approved drawing.
 Construction of RCC retaining wall 20m on either side (4x20) at the end of RE Wall
Approaches
 Embankment fill material: the fill material in the reinforced soil zone shall have
drained or effective angle of friction not less than 30°, measured in accordance with
IS: 2720 (part 13), by conducting a drained direct shear test. In case the fill material
has 25 percent on more particles of 4.75 mm or larger, drained shear test using large
shear box may be conducted (IS:2720:part39:section 1).
 Centre Median: 3.0m width of Centre Median shall be constructed by approved
material.
 Kerb: Construction of kerb in the length as per approved Drawing. The kerb top and
bottom width 115mm and 165mm respectively, 250mm high in M20 grade PCC on
M15 grade foundation 150mm thick, foundation having 50mm projection beyond
kerb stone, kerb stone laid with kerb laying machine, foundation concrete laid
manually, all complete as per MORT&H Vth Revision .
 Fascia: The fascia element shall be of M35 grade precast concrete panels having
180mm nominal thickness.
 Soil Reinforcing Element: Provide 8 sqm per 1 sqm of RE panel area as per the
approved drawing/ as per design approved by the Authority/Engineer. The soil
reinforcing shall be made of geo synthetic material. The geo grids materials shall
have ISO (ISO9001) or CE certification for manufacturing process and quality
control, and the product shall have certification or use as soil reinforcing material
from an agency accredited for certifying geo synthetic reinforcement products. The
manufacturer shall provide test report from an independent laboratory with valid
accreditation, for all the tests needed to establish all the reduction factors listed in
MORT&H Clause 3103.7.2.

151
 Drainage: Drainage gallery of minimum 600 mm vide having 20mm down
aggregates as per MORT&H’s specifications as filter media which should be
wrapped with non-woven geo textile as per the Typical Drawings.
 Main Carriage Way: 4-lane carriage way having 2x7m carriageway width 2 x 0.50
m edge strip on each carriage way as kerb shyness, 2 x2.5 m paved shoulder on each
carriage way, 1 m width of center median and crash barrier (4x0.5m). Main
carriageway to be constructed with minimum configuration Sub grade 500mm, GSB
200mm, WMM 250mm, DBM 115 mm, BC 50mm as per the standard specifications.
 RCC Crash Barrier, Friction Slab& Coping Beam: RCC M40 grade concrete barrier,
Friction slab & Coping beam shall be provided in the top of RE as per the approved
drawing.
 Retaining Wall: RCC M25 grade retaining wall shall be provided in the end of the
approach road in a length of 20 meters (min) on either side and 1.5-meter depth below
the ground level as per the approved drawing.
 Painting: Crash Barrier and Kerb Stone should be painted two coats with synthetic
enamel paints.
 Other Provisions:
 Street light:20 m high mast light shall be provided as per IS standard
 specification
 Road furniture: The road signs, Studs, Delineators and other road furniture shall be
provided as per the IRC 67-2012
 Road Marking: All type of road marking shall be provided as per the IRC 35-2015

Service Road and Junction Improvement

Service road/Slip Road for VUP at 290+153: from Km 289+760 to Km 290+460(BHS)
 7.5m wide Service / Slip Road on both side of VUP shall be provided to serve the
local traffic as per the approved drawings & IRC specifications.
 Service road currently composition: Sub grade 500mm, GSB 200mm, WMM
250mm, DBM 50mm, BC 30mm.
 Dividers & Islands: Dividers & Islands shall be constructed with kerb as per the
approved drawings.
 Kerb: construction of kerb should be top and bottom width as 115 and 165mm
respectively, 250mm hight in M20 grade PCC on M10 grade foundation 150mm

152
 thick, foundation having 50mm projection beyond kerb stone, kerb stone laid with
kerb laying machine, foundation concrete laid manually, all complete as per
MORT&H Vth Revision.
 Thermoplastic Paint: Edge line, Centre line, Pedestrian marking and Arrow marking
shall be provided as per the approved drawings.
 Drain: The RCC drain with cover slab drain shall be constructed from Km 289+760
to Km 290+460 (BHS) as per the approved drawing.

Rectification of Black Spots

The Project Highway for Rectification of block spot ID no TN (02)-596 shall follow the
existing alignment unless otherwise specified by the Authority and shown in the
Approved Drawings. Geometric deficiencies, if any, in the existing horizontal and
vertical profiles shall be corrected as per the prescribed standards for plain / rolling
terrain to the extend land is available.

1 (ii) Width of Carriageway

Rectification of Black spot shall be undertaken in accordance with the details

mentioned under Description of Works & typical cross section drawings in the
schedule.
S.No Stretch Type Width (m) Remarks
1 RE Wall Carriageway 2x7m Approaches to
VUP at Km
Approaches on Kerb Shyness Median 2x0.5 m
289+760 to
either side of Paved Shoulder 2x2.5m Km.290+460
VUP Median 1.0 m As per TCS
Crash Barrier 2x0.5
Total 22 m
2 VUP Carriageway 2x7m VUP at Km
290+153
Kerb Shyness Median 2x0.5 m
Paved Shoulder 2x2.5m As per TCS
Median 1.0 m
Crash Barrier 2x0.5
Total 22 m

153
 3 Service Road / Carriage way (i).7.5 m On both sides
(including VUP at Km
Slip Road
Shyoff) 289+760 to
(ii). Separator Km.290+460
1.0m on
outer side of
RE Wall
(B/S)
(iii). RCC drain
cum foot path
1.50m (BHS
Service road
outer side)

2. Geometric Design and General Features

(i) General

Geometric design and general features of the Project Highway shall be in accordance
with Section 2 of the Manual.

(ii) Design speed

The design speed shall be the minimum design speed of 80 km per hr for plain/ rolling
terrain.

(iii) Improvement of the existing road geometrics

[Refer to paragraph 2.1 (v) of the Manual and provide details]

In the following sections, where improvement of the existing road geometrics to the
prescribed standards is not possible, the existing road geometrics shall be improved to
the extent possible within the given right of way and proper road signs and safety
measures shall be provided:

Sl. No. Stretch (from Km to Km) Type of deficiency Remarks

Nil

(iv) Right of Way

[Refer to paragraph 2.3 of the Manual]. Details of the Right of Way are given in Annex
II of Schedule-A.

(v) Type of shoulders

[Refer to paragraph 2.5.2 of the Manual and specify]

154
 In built-up sections, footpaths/fully paved shoulders shall be provided in the following
stretches:

Sl. Stretch Fully paved shoulders/ Reference to cross

No. footpaths section
(from km to km)

Nil

Deleted
Deleted

(vi) Lateral and vertical clearances at underpasses

Lateral and vertical clearances at underpasses and provision of guardrails/crash

barriers shall be as per the provision of relevant Manual.
Lateral clearance: The width of the opening at the underpasses shall be as follows:

Sl. Location (Chainage) (from Span/ opening Remarks

No. km to km) (m)

1 290+153 1x20x5.5 m VUP – Girder type

(vii) Lateral and vertical clearances at overpasses

Lateral and vertical clearances at overpasses shall be as per the provision of relevant
Manual.
Lateral clearance: The width of the opening at the overpasses shall be as follows:

Sl. Location (Chainage) (from Span/ opening (m) Remarks

No. km to km)

Nill

(viii) Service roads

Serviceroadsshallbeconstructedatthelocationsandforthelengthsindicated below:
[Refer to the provision of relevant Manual and provide details]

Sl. Location of service road Right hand side (RHS)/Left hand side Length (km) of
No. (from km to km) (LHS)/ or Both sides service road

1 from Km. 289+760 to BHS 2x700m

Km.290+460

155
(ix) Grade separated structures

a) Grade separated structures shall be provided as per provision of the relevant Manual.
The requisite particulars are given below:
[Refer to the provision of relevant Manual and provide details]

Sl. Location of structure Length Number and length Approach Remarks, if any
No. (m) of spans (m) gradient

1 290+153 22 m 1 x 20m (Clear) As per drawing VUP

As per TCS
b) In the case of grade separated structures, the type of structure and the level of the
Project Highway and the cross roads shall be as follows:

Sl. No. Location Type of Cross road at Remarks, if any

structure
Length (m) Existing Raised Lowered
Level Level Level

1 290+153 Girder As per drawing As per TCS

(x) Cattle and pedestrian underpass /overpass

a. Cattle and pedestrian underpass/ overpass shall be constructed as follows: [Refer to the
provision of relevant Manual and specify the requirements of cattle and pedestrian
underpass/ overpass]

Sl. No. Location Type of crossing

Nil

(xi) Typical cross-sections of the Project Highway

3. Intersections and Grade Separators

All intersections and grade separators shall be as per the provision of relevant Manual.
Existing intersections which are deficient shall be improved to the prescribed
standards.

Properly designed intersections shall be provided at the locations and of the types and
features given in the tables below:

(i) At-grade intersections

Sl. No. Location of intersection Type of intersection Other features

156
 1 289+705 (RHS) Village Road Junction
improvement as per
2 289+855 (RHS) Village Road drawing.

3 289+890 (LHS) Village Road

4 290+030 (RHS) Village Road

(ii) Grade separated intersection with/without ramps

Sl. Location Salient features Minimum length of Road to be carried

No. viaduct to be provided over/under the
structures

1 290+153 Box Structure 22 m (Outer to Outer of NH over the

crash barrier)
1x20mx5.5m structure
As per TCS

4. Road Embankment and Cut Section

(i) Widening and improvement of the existing road embankment/cuttings and

construction of new road embankment/ cuttings shall conform to the Specifications
and Standards given in Section 4 of the Manual and the specified cross-sectional
details. Deficiencies in the plan and profile of the existing road shall be corrected.

(ii) Raising of the existing road [Refer to the provision of relevant Manual and specify
sections to be raised]

The existing road shall be raised in the following sections:

Sl. Section Length Extent of raising [Top of Remarks

No. finished road level]
(from km to km)

1. From Km 289+760 to Km 290+143 383 m VUP approaches as RE Wall

(BHS) approaches
per drawing
including
2. From Km. 290+163 to Km. 290+460 297 m Retailing Wall
(BHS) of 20m (BHS)

5. Pavement Design

(i) Pavement design shall be carried out in accordance with the provision of relevant
Manual.

Main carriage way: (minimum) Sub grade-500mm, GSB-200mm, WMM-

250mm, DBM 115 mm,BC-50mm.

157
 Service Road/Slip road @VUP location (Km290+153): (minimum) GSB-
200mm, WMM-250mm, DBM-50mm, BC-30mm

(ii) Type of pavement

Flexible Pavement

(iii) Design requirements

a) Design Period and strategy

Flexible pavement shall be designed for a period of twenty (20) Years.
b) Design Traffic
Notwithstanding anything to the contrary contained in this Agreement or the Manual, the
Contractor shall design the pavement for a design traffic of 100 MSA for Main Carriageway and
10 MSA for Service Roads OR Traffics as per Traffic Survey is to be carried out whichever is
higher. Provide minimum pavement composition as mentioned above.

(iv) Reconstruction of stretches

The following stretches of the existing road shall be reconstructed. These shall be
designed as new pavement.

Sl. Section Length Extent of raising [Top Remarks

No. of finished road level]
(from km to km)

1. From Km 289+760 to Km 290+143 (BHS) 383 m VUP approaches as RE Wall approaches

including Retailing
per drawing
Wall of 20m (BHS) t
2. From Km. 290+163 to Km. 290+460 297 m end of RE wall
(BHS) approaches

6. Roadside Drainage

Drainage system including surface and subsurface drains for the Project Highway shall
be provided as per the provision of relevant Manual.

RCC Drain
Location
S.No Side Length (m)
From To

1 289+760 290+460 BHS 1400

158
7. Design of Structures

(i) General

a) All bridges, culverts and structures shall be designed and constructed in accordance
with the provision of relevant Manual and shall conform to the cross- sectional features
and other details specified therein.
b) Width of the carriageway of new bridges and structures shall be as follows:

Sl. No. Bridge at km Width of carriageway and

cross-sectional features*

Nil
c) The following structures shall be provided with footpaths:

Sl. No. Location at km Remarks

Nil
d) All bridges shall be high-level bridges.
e) The following structures shall be designed to carry utility services specified in table
below:
Sl. No. Bridge at km Utility service to be Remarks
carried
Nil
f) Cross-section of the new culverts and bridges at deck level for the Project Highway shall
conform to the typical cross-sections given in the provision of relevant Manual.

(ii) Culverts

a) Overall width of all culverts shall be equal to the roadway width of the approaches.
b) Reconstruction of existing culverts:
The existing culverts at the following locations shall be re-constructed as new culverts:

Sl. No. Culvert location Span/Opening (m) Remarks, if any*

1 Nil
c) Widening of existing culverts:
All existing culverts which are not to be reconstructed shall be widened to the roadway
width of the Project Highway as per the typical cross section given in the provision of relevant
Manual. Repairs and strengthening of existing structures where required shall be carried out.

* Attach typical cross-section, if necessary.

159
 Sl. No. Culvert location Type, span, height and width of Repairs to be carried out
existing culvert (m) [specify]

1 Nil
d) Additional new culverts shall be constructed as per particulars given in the table below:

Sl No. Culvert location Span/Opening (m)

Nil
e) Repairs/replacements of railing/parapets, flooring and protection works of the
existing culverts shall be undertaken as follows:

Sl. No. Location at km Type of repair required

Nil
f) Floor protection works shall be as specified in the relevant IRC Codes and
Specifications.

(iii) Bridges

(a) Existing bridges to be re- constructed/widened

[(i) The existing bridges at the following locations shall be re-constructed as new
Structures]

Adequacy or otherwise of
Sl. Bridge location Salient details of
the existing waterway, Remarks
No. (km) existing bridge
vertical clearance, etc*

Nil
*Attach GAD
(ii) The following narrow bridges shall be widened:

Sl. Existing width Extent of Cross-section at deck

Location (km)
No. (m) widening (m) level for widening @

Nil
@ Attach cross-section

a) Additional new bridges

New bridges at the following locations on the Project Highway shall be constructed. GADs
for the new bridges are attached in the drawings folder.

Sl. No. Location (km) Total length (m) Remarks, if any

160
 b) The railings of existing bridges shall be replaced by crash barriers at the following
locations:

Sl. No. Location at km Remarks

Nil
c) Repairs/replacements of railing/parapets of the existing bridges shall be undertaken
as follows:

Sl. No. Location at km Remarks

Nil
d) Drainage system for bridge decks
An effective drainage system for bridge decks shall be provided as specified in the provision
of relevant Manual
e) Structures in marine environment
Nill

(iv) Rail-road bridges

a) Design, construction and detailing of ROB/RUB shall be as specified in the provision of

relevant Manual.
b) Road over-bridges
Road over-bridges (road over rail) shall be provided at the following level crossings, as per
GAD drawings attached:

Sl. No. Location of Level crossing (Chainage km) Length of bridge (m)

Nil
c) Road under-bridges
Road under-bridges (road under railway line) shall be provided at the following level
crossings, as per GAD drawings attached:

Sl. No. Location of Level crossing (Chainage km) Number and length of span
(m)

Nil

(v) Grade separated structures

Km. 290+153 (VUP)

161
 The grade separated structures shall be provided at the locations and of the type and
length specified in paragraphs 2 (ix) and 3 of this Annex-I.

(vi) Repairs and strengthening of bridges and structures

The existing bridges and structures to be repaired/strengthened, and the nature and
extent of repairs /strengthening required are given below:

a) Bridges

Sl. Location of bridge(km) Nature and extent of repairs /strengthening to be

No. carried out

Nil
b) ROB / RUB

Sl. Location of Nature and extent of repairs /strengthening to be carried out

No. ROB/RUB (km)

Nil
c) Overpasses/Underpasses and other structures

Sl. Location of Nature and extent of repairs /strengthening to be carried out

No. Structure(km)

Nil

(vii) List of Major Bridges and Structures

The following is the list of the Major Bridges and Structures:

Sl. No. Location

Nil

8. Traffic Control Devices and Road Safety Works

(i) Traffic control devices and road safety works shall be provided in accordance with
the provision of relevant Manual.

(ii) Specifications of the reflective sheeting.[Refer to the provision of relevant Manual

and specify]

9. Roadside Furniture

162
 (i) Roadside furniture shall be provided in accordance with the provision
of relevant details as follows below.

No Road Furniture Location Nos Remarks

1 Street Light VUP 32 Nos 40m Interval @
location @ Km. Service Road.
290+153 Including
electrical service
connection and
consumption
charges upto the
end of Defect
Liability Period
(DLP)

2 Junction Light VUP 4 Nos At junction

location @ Km.
290+153
VUP As per IRC 67-
Retro- reflectorised Traffic 15 Nos
3 location @ Km. 2012
signs (Minimum)
290+153
VUP
Direction and Place 12 Nos As per IRC 67-
4 location @ Km.
Identification Signs (Minimum) 2012
290+153
VUP
12 Nos As per IRC 67-
5 Hazard board location @ Km.
(Minimum) 2012
290+153
VUP
Road markings with 1047 sqm As per IRC 67-
6 location @ Km.
Thermoplastic Compound (minimum) 2012
290+153
VUP
Reflective Pavement 10 Nos As per IRC 67-
7 location @ Km.
marker (Delineators) (Minimum) 2012
290+153
VUP
Reflective Pavement 256 Nos As per IRC 67-
8 location @ Km.
marker (Road Studs) (Minimum) 2012
290+153
VUP
Reflective Pavement 156 Nos As per IRC 67-
9 location @ Km.
marker (Median Marker) (Minimum) 2012
290+153
VUP
07 Nos As per IRC 67-
10 Hectometre Stone location @ Km.
(Minimum) 2012
290+153
VUP
01 Nos As per IRC 67-
11 Kilometre Stone location @ Km.
(Minimum) 2012
290+153
VUP
Double Guard Metal Beam End of the
12 location @ Km. 200 m
Crash Barrier System approach portion
290+153

(ii) Overhead traffic signs: location and size

Nil

10. Compulsory Afforestation

163
 Nil

11. Hazardous Locations

The safety barriers shall also be provided at the following hazardous locations:

Sl. No. Location stretch from (km) to (km) LHS/RHS

Nil

12. Rainwater Harvesting:

Reconstruction of 3 Nos. of Rainwater Harvesting at Km 296+447 (LHS), Km 296+761 (RHS)

& Km 296+933 (LHS) as per Drawing.

13. Shifting of OFC:

Shifting & Re-fixing of existing OFC Cable/ECB Poles as per site requirement.

14. Change of Scope

The length of Structures and bridges specified hereinabove shall be treated as an

approximate assessment. The actual lengths as required on the basis of detailed
investigations shall be determined by the Contractor in accordance with the
Specifications and Standards. Any variations in the lengths specified in this Schedule-B
shall not constitute a Change of Scope, save and except any variations in the length
arising out of a Change of Scope expressly undertaken in accordance with the
provisions of Article 13.

164
 (Schedule B-1)

1. The shifting of utilities and felling of trees shall be carried out by the Contractor.
The cost of the same shall be borne by the Authority. The details of utilities are as
follows:

Sr. Type of Utility Unit Quantity Location/stretch

No (LHS/RHS)
The Contractor shall, in accordance with Applicable
A Electrical Utilities laws and with assistance of the Authority, cause
shifting of any utility (including electric lines, water
pipes and Telephonic cables, etc.) to an appropriate
B Water/Sewage
location or alignment, if such utility or obstruction
pipeline
adversely affects the execution of Works of the
Project Highway. The actual cost of such shifting, as
approved and communicated by the entity owning the
utility, shall be paid by the Contractor and reimbursed
by the Authority to the Contractor. In the event of any
delay in such shifting by the entity owning the utility
beyond a period of 180 days from date of notice by
the Contractor to the entity owning the utility and to
the Authority, the Contractor shall be entitled time
Extension in respect of the part of the works affected
by such delay; provided that if the delays involve any
time overlaps, the overlaps shall not be additive.

165
 Schedule - C

(See Clause 2.1)

Project Facilities

1. Project Facilities

The Contractor shall construct the Project Facilities in accordance with the provisions
of this Agreement. Such Project Facilities shall include:

Road side furniture;

pedestrian facilities;
tree plantation;
others to be specified

2. Description of Project Facilities

Each of the Project Facilities is described below:

Project Facility Location Design Other essential details

Requirements
40m Interval @
Street Light VUP location @ Km. 32 Nos.
Service Road [Including
290+153
electrical service
connection and
consumption charges
upto the end of Defect
Liability Period (DLP)]

Note: Provide adequate details of each Project Facility to ensure their design and
completion in accordance with the project-specific requirements and the provisions of
the Manual.

166
 Schedule - D

(See Clause2.1)

Specifications and Standards

1. Construction

The Contractor shall comply with the Specifications and Standards set forth in Annex-I of
this Schedule-D for construction of the Project Highway.

2. Design Standards

The Project Highway including Project Facilities shall conform to design requirements set
out in the following documents:

Manual of Specifications and Standards for Four Laning of Highways, referred to herein as
the Manual.

167
 Annex – I

(Schedule-D)

Specifications and Standards for Construction

1. Specifications and Standards

All Materials, works and construction operations shall conform to the Manual of
Specifications and Standards for [Six-Laning of Highways], referred to as the Manual,
and MORTH Specifications for Road and Bridge Works. Where the specification for a
work is not given, Good Industry Practice shall be adopted to the satisfaction of the
Authority’s Engineer.

1.1 Codes and Standards:

The codes and standards applicable for the design of the Project and Project

Facilities are

i) Indian Road Congress (IRC) Codes and Standards; and (Last edition)

ii) Ministry of Shipping, Road Transport and Highways (MORTH)

Specifications, for Road and Bridge works

iii) Construction of 4 lane manual of Highway.

Both as applicable to National Highways and shall include policy circulars, guidelines
and specific publications, issued in respect thereof by IRC or MORTH.

2. Deviations from the Specifications and Standards

(i) The terms “Concessionaire”, “Independent Engineer” and “Concession Agreement” used inthe
Manual shall be deemed to be substituted by the terms “Contractor”, “Authority’s
Engineer” and “Agreement” respectively.

Carriage way Cross section/structure as per schedule-B to be followed.

168
 Schedule - E

(See Clauses 2.1 and 14.2)

Maintenance Requirements

1. Maintenance Requirements

The Contractor shall, at all times maintain the Project Highway in

accordance with the provisions of this Agreement, Applicable Laws and
Applicable Permits.

The Contractor shall repair or rectify any Defect or deficiency set forth in
Paragraph2 of this Schedule-E within the time limit specified there in and any
failure in this behalf shall constitute non-fulfilment of the Maintenance
obligations by the Contractor. Upon occurrence of any breach hereunder, the
Authority shall be entitled to effect reduction in monthly lump sum payment as
set forth in Clause 14.6 of this Agreement, without prejudice to the rights of the
Authority under this Agreement, including Termination thereof.

All Materials, works and construction operations shall conform to the

MORTH Specifications for Road and Bridge Works, and the relevant IRC
publications. Where the specifications for a work are not given, Good Industry
Practice shall be adopted.

2. Repair/rectification of Defects and deficiencies

The obligations of the Contractor in respect of Maintenance Requirements shall include

repair and rectification of the Defects and deficiencies specified in Annex - I of this
Schedule-E within the time limit set forth therein.

3. Other Defects and deficiencies

In respect of any Defect or deficiency not specified in Annex - I of this Schedule-E, the
Authority’s Engineer may, in conformity with Good Industry Practice, specify the
permissible limit of deviation or deterioration with reference to the Specifications and
Standards, and any deviation or deterioration beyond the permissible limit shall be
repaired or rectified by the Contractor within the time limit specified by the Authority’s
Engineer.

4. Extension of time limit

Notwithstanding anything to the contrary specified in this Schedule-E, if the nature and
extent of any Defect or deficiency justifies more time for its repair or rectification than
the time specified herein, the Contractor shall be entitled to additional time in
conformity with Good Industry Practice. Such additional time shall be determined by
the Authority’s Engineer and conveyed to the Contractor and the Authority with
reasons thereof.

169
5. Emergency repairs/restoration

Notwithstanding anything to the contrary contained in this Schedule-E, if any Defect,

deficiency or deterioration in the Project Highway poses a hazard to safety or risk of
damage to property, the Contractor shall promptly take all reasonable measures for
eliminating or minimizing such danger.

6. Daily inspection by the Contractor

The Contractor shall, through its engineer, undertake a daily visual inspection of the
Project Highway and maintain a record thereof in a register to be kept in such form and
manner as the Authority’s Engineer may specify. Such record shall be kept in safe
custody of the Contractor and shall be open to inspection by the Authority and the
Authority’s Engineer at any time during office hours.

7. Pre-monsoon inspection / Post-monsoon inspection

The Contractor shall carry out a detailed pre-monsoon inspection of all bridges,
culverts and drainage system before 1st June every year in accordance with the
guidelines contained in IRC: SP35. Report of this inspection together with details of
proposed maintenance works as required on the basis of this inspection shall be sent
to the Authority’s Engineer before the 10th June every year. The Contractor shall
complete the required repairs before the onset of the monsoon and send to the
Authority’s Engineer a compliance report. Post monsoon inspection shall be done by
the 30th September and the inspection report together with details of any damages
observed and proposed action to remedy the same shall be sent to the Authority’s
Engineer.

8. Repairs on account of natural calamities

All damages occurring to the Project Highway on account of a Force Majeure Event or
wilful default or neglect of the Authority shall be undertaken by the Authority at its own
cost. The Authority may instruct the Contractor to undertake the repairs at the rates
agreed between the Parties.

170
 Annex – I

(Schedule-E)

Repair/rectification of Defects and deficiencies

The Contractor shall repair and rectify the Defects and deficiencies specified in this Annex-I of Schedule-E within the time limit set forth in the table below.

Table -1: Maintenance Criteria for Pavements:

Frequen Maintenanc
Time limit for
cy of Tools/Equipm Standards and References for Inspection and e
Level of Service (LOS) Rectification/Re
Inspecti ent Data Analysis Specificatio
Performa pair
on ns
nce
Paramete Acceptabl
Desirable
Asset Type r e

Flexible < 0.1 % of

Pavement area and
MORT&H
subject to
(Pavement 24-48 hours Specification
limit of 10
of MCW, Length IRC 82: 2015 and Distress Identification 3004.2
mm in
Service Potholes Nil depth Daily Measurement Manual for Long Term Pavement Performance
Road, Unit like Scale, Program, FHWA 2003
approaches <5% Tape, (http://www.tfhrc.com/pavement/lttp/repor
of Grade subject to odometer etc. ts/03031/) MORT&H
structure, limit of
7-15 days Specification
approaches 0.5 sqm
3004.3
of for any 50
connecting Cracking Nil m length Daily

171
 Frequen Maintenanc
Time limit for
cy of Tools/Equipm Standards and References for Inspection and e
Level of Service (LOS) Rectification/Re
Inspecti ent Data Analysis Specificatio
Performa pair
on ns
nce
Paramete Acceptabl
Desirable
Asset Type r e

roads, slip MORT&H

roads, lay < 5 mm 15 -30 days Specification
byes etc. as Rutting Nil Daily Straight Edge 3004.2
applicable)
Corrugation
< 0.1 % of
s and 2-7 days IRC:82-2015
area
Shoving Nil Daily

MORT&H
< 1 % of
3-7 days Specification
area
Bleeding Nil Daily 3004.4
Length
Measurement IRC:82-2015
< 1 % of
Unit like 7-15 days read with IRC
Ravelling/ area
Scale, Tape, SP 81
Stripping Nil Daily odometer etc.
< 1 m for
any 100 m
section
and width 7- 15 days IRC:82-2015
Edge
< 0.1 m at
Deformatio
any
n/ Breaking Nil Daily
location,

172
 Frequen Maintenanc
Time limit for
cy of Tools/Equipm Standards and References for Inspection and e
Level of Service (LOS) Rectification/Re
Inspecti ent Data Analysis Specificatio
Performa pair
on ns
nce
Paramete Acceptabl
Desirable
Asset Type r e

restricted
to 30 cm
from the
edge

Roughness 2000 2400 Bi-

180 days IRC:82-2015
BI mm/km mm/km Annually
Class I
Profilometer Class I Profilometer : ASTM E950 (98) :2004 –
Skid Bi- SCRIM Standard Test Method for measuring BS: 7941-1:
50SN 180 days
Number 60SN Annually (Sideway- Longitudinal Profile of Travelled Surfaces with 2006
force Accelerometer Established Inertial Profiling
Pavement Coefficient Reference
Condition 3 2.1 Routine ASTM E1656 -94: 2000- Standard Guide for 180 days IRC:82-2015
Bi-
Index Classification of Automatic Pavement
Annually Investigation
Machine or Condition Survey Equipment
Other equivalent)
Pavement Bi- 2-7 days IRC:82-2015
Distresses Annually

173
 Frequen Maintenanc
Time limit for
cy of Tools/Equipm Standards and References for Inspection and e
Level of Service (LOS) Rectification/Re
Inspecti ent Data Analysis Specificatio
Performa pair
on ns
nce
Paramete Acceptabl
Desirable
Asset Type r e

Deflection/
Remaining Annuall Falling Weight IRC 115: 2014 180 days IRC:115-2014
Life y Deflectometer

Bi- Class I ASTM E950 (98) :2004 and ASTM E1656 -94: IRC:SP:83-
Rigid Roughness 2200mm/k 2400mm/ 180 days
Annually Profilometer 2000 2008
Pavement BI m km

(Pavement Skid Resistance no. at

of MCW, different speed of
Service vehicles
Road, Minimum Traffic SCRIM
Grade SN Speed (Sideway-
structure, (Km/h) force
approaches Bi- Coefficient IRC:SP:83-
Skid IRC:SP:83-2008 180 days
of 36 50 Annually Routine 2008
connecting Investigation
33 65
roads, slip Machine or
roads, lay 32 80 equivalent)
byes etc. as
applicable) 31 95

31 110

174
 Frequen Maintenanc
Time limit for
cy of Tools/Equipm Standards and References for Inspection and e
Level of Service (LOS) Rectification/Re
Inspecti ent Data Analysis Specificatio
Performa pair
on ns
nce
Paramete Acceptabl
Desirable
Asset Type r e

MORT&H
Edge drop
Nil 40mm Daily 7-15 days Specification
at shoulders
408.4

<2%
variation
Slope of in Length MORT&H
camber/cr Nil prescribe Daily Measurement 7-15 days Specification
oss fall d slope of Unit like 408.4
camber Scale, Tape,
/cross fall odometer etc.
Embankme
IRC
nt/ Slope <15 %
variation MORT&H
Embankmen
Nil in Daily 7-15 days Specification
t Slopes
prescribe 408.4
side slope

Embankmen MORT&H
Nil Nil Daily NA 7-15 days
t Protection Specification

Rain Cuts/ Daily MORT&H

Gullies in Nil Nil Specially NA 7-15 days
Specification
slope During

175
 Frequen Maintenanc
Time limit for
cy of Tools/Equipm Standards and References for Inspection and e
Level of Service (LOS) Rectification/Re
Inspecti ent Data Analysis Specificatio
Performa pair
on ns
nce
Paramete Acceptabl
Desirable
Asset Type r e

Rainy
Season

In addition to the above performance criterion, the contractor shall strictly maintain the rigid pavements as per requirements in the following table

Table -2: Maintenance Criteria for Rigid Pavements:

Repair Action
Measured Degree of
S.No. Type of Distress Assessment Rating
Parameter Severity For the case d < D/2 For the case d > D/2

CRACKING

0 Nil, not discernible

w = width of crack No Action Not applicable
Single Discrete Cracks
L = length of crack 1 w < 0.2 mm. hair cracks
1 Not intersecting with
d = depth of crack
any joint w = 0.2 - 0.5 mm, discernible from Seal, and stitch if L
D = depth of slab 2 Seal without delay
slow-moving car >lm.

176
 Repair Action
Measured Degree of
S.No. Type of Distress Assessment Rating
Parameter Severity For the case d < D/2 For the case d > D/2

w = 0.5 - 1.5 mm, discernible from Within 7days

3
fast-moving car

4 w = 1.5 - 3.0 mm Staple or Dowel Bar

Seal, and stitch if L > l m. Retrofit, FDR for
affected portion.
5 w > 3 mm. Within 7 days
Within 15days

0 Nil, not discernible No Action

1 w < 0.2 mm, hair cracks Route and seal with Staple or Dowel Bar
epoxy. Retrofit.
w = 0.2 - 0.5 mm, discernible from
2
slow vehicle Within 7 days Within 15days
Single Transverse (or w = width of crack
Diagonal) Crack L = length of crack Route, seal and stitch, if L
2 w = 0.5 - 3.0 mm, discernible from > 1 m.
intersecting with one d = depth of crack 3
fast vehicle
or more joints D = depth of slab Within 7 days

Dowel Bar Retrofit.

Full Depth Repair
4 w = 3.0 - 6.0 mm Within 15 days Dismantle and
reconstruct affected.

177
 Repair Action
Measured Degree of
S.No. Type of Distress Assessment Rating
Parameter Severity For the case d < D/2 For the case d > D/2

Portion with norms

w > 6 mm, usually associated with Not Applicable, as it may and specifications -
be full See Para 5.5 & 9.2
5 spalling, and/or slab rocking under
traffic depth Within 15days

0 Nil, not discernible No Action

Staple or dowel bar

retrofit.
Seal with epoxy, if L > 1
w < 0.5 mm, discernable from slow m. Within 15days
1
moving vehicle
Within 7 days
w = width of crack
Single Longitudinal
L = length of crack
3 Crack intersecting with Route seal and stitch, if L
d = depth of crack
one or more joints w = 0.5 - 3.0 mm, discernible from > l m.
D = depth of slab 2 -
fast vehicle
Within 15 days

Staple, if L > 1 m.
3 w = 3.0 - 6.0 mm Partial Depth Repair
Within 15 days with stapling.
w = 6.0 - 12.0 mm, usually associated Not Applicable, as it may Within 15 days
4
with spalling be full

178
 Repair Action
Measured Degree of
S.No. Type of Distress Assessment Rating
Parameter Severity For the case d < D/2 For the case d > D/2

depth Full Depth Repair

Dismantle and
w > 12 mm, usually associated with reconstruct affected
5 spalling, and/or slab rocking under portion as per norms
traffic and specifications -
See Para 5.6.4

Within 15 days

0 Nil, not discernible No Action

1 w < 0.2 mm, hair cracks

Seal, and stitch if L > l m. -
w = 0.2 - 0.5 mm. discernible from
2 Within 15 days
slow vehicle
Multiple Cracks
4 intersecting with one w = width of crack w = 0.5 - 3.0 mm, discernible from
3
or more joints fast vehicle Dismantle, Reinstate
subbase, Reconstruct
w = 3.0 - 6.0 mm panel broken into 2 Full depth repair within
4 whole slab as per
or 3 pieces 15 days
specifications within
w > 6 mm and/or panel broken into 30 days
5
more than 4 pieces

w = width of crack 0 Nil, not discernible No Action -

5 Corner Break
L = length of crack 1 w < 0.5 mm; only 1 corner broken

179
 Repair Action
Measured Degree of
S.No. Type of Distress Assessment Rating
Parameter Severity For the case d < D/2 For the case d > D/2

Seal with low viscosity

epoxy to Seal with epoxy seal
w < 1.5 mm; L < 0.6 m, only one with epoxy
2
corner broken secure broken parts
Within 7days
Within 7 days

w < 1.5 mm; L < 0.6 m, two corners

3
broken
Full depth repair
w > 1.5 mm; L > 0.6 m or three Partial Depth (Refer
4
corners broken Figure 8.3 of

IRC:SP: 83-2008) Reinstate sub-base,

and reconstruct the
Within 15 days
5 hree or four corners broken slab as per norms and
specifications within
30days

0 Nil, not discernible No Action

Punchout (Applicable
1 w < 0.5 mm; L < 3 m/m2 Seal with low
to Continuous w = width of crack
6 Not Applicable, as it may viscosity epoxy to
Reinforced Concrete L = length (m/m2) 2 either w > 0.5 mm or L < 3 m/m2
be full depth secure broken parts.
Pavement (CRCP) only)
3 w > 1.5 mm and L < 3 m/m2 Within 15days

180
 Repair Action
Measured Degree of
S.No. Type of Distress Assessment Rating
Parameter Severity For the case d < D/2 For the case d > D/2

w > 3 mm, L < 3 m/m2 and Full depth repair - Cut

4
deformation out and replace
damaged area taking
care not to damage
w > 3 mm, L > 3 m/m2 and
5 reinforcement.
deformation
Within 30days

Surface Defects
Short Term Long Term
0 Nil, not discernible
No action.

1 r<2% Local repair of areas

damaged

r = area damaged 2 r = 2 - 10 % and liable to be damaged.

Ravelling or surface/total surface
Within 15 days
7 Honeycomb type of slab (%) h =
surface maximum depth of 3 r = 10-25% Bonded Inlay, 2 or 3 slabs Not Applicable
damage if

4 r = 25 - 50 % affecting.

Within 30 days

Reconstruct slabs, 4 or
5 r > 50% and h > 25 mm
more slabs if affecting.

181
 Repair Action
Measured Degree of
S.No. Type of Distress Assessment Rating
Parameter Severity For the case d < D/2 For the case d > D/2

Within 30 days

Short Term Long Term

0 Nil, not discernible
No action.

1 r <2 % Local repair of areas

r = damaged damaged
surface/total surface and liable to be damaged.
2 r = 2 - 10 %
8 Scaling of slab (%)
h = maximum depth Within 7days Not Applicable
of damage
3 r = 10 - 20% Bonded Inlay within 15
4 r = 20 - 30 % days

Reconstruct slab within 30

5 r > 30 % and h > 25 mm
days

0
No action.
1 t > 1 mm
Polished t = texture depth,
9 2' t = 1 - 0.6 mm Not Applicable
Surface/Glazing sand patch test
Monitor rate of
3 t = 0.6 - 0.3 mm
deterioration
4 t = 0.3 - 0.1 mm

182
 Repair Action
Measured Degree of
S.No. Type of Distress Assessment Rating
Parameter Severity For the case d < D/2 For the case d > D/2

Diamond Grinding if
affecting

50% or more slabs in a

5 t < 0.1 mm continuous stretch of

minimum

5 km.

Within 30 days

d < 50 mm; h < 25 mm; n < 1 per 5

0 No action.
m2

d = 50 - 100 mm; h < 50 mm; n < 1

1 Partial depth repair 65
per 5 m2
mm deep.
n = number/m2 d = 50 - 100 mm; h > 50 mm; n < 1
Popout (Small Hole), 2 Within 15 days
10 d = diameter per 5 m2 Not Applicable
Pothole Refer Para 8.4
h = maximum depth
d = 100 - 300 mm; h < 100 mm n < 1 Partial depth repair
3
per 5 m2 110mm

i.e.10 mm more than the

d = 100 - 300 mm; h > 100 mm; n < 1 depth
4
per 5 m2
of the hole.

183
 Repair Action
Measured Degree of
S.No. Type of Distress Assessment Rating
Parameter Severity For the case d < D/2 For the case d > D/2

Within 30 days

d > 300 mm; h > 100 mm: n > 1 per 5 Full depth repair.
5
m2 Within 30 days

184
 Joint Defects
Short Term Long Term
0 Difficult to discern.
No action.
Discernible, L< 25% but of
little immediate
consequence with regard
1 Clean joint, inspect later.
to ingress of water or
trapping incompressible
material.
loss or damage
Notable. L > 25%
11 Joint Seal Defects L = Length as % total
insufficient protection Clean and reapply sealant in Not Applicable
joint length
3 against ingress of water selected locations.
and trapping Within 7 days
incompressible material.
Severe; w > 3 mm
negligible protection
Clean, widen and reseal the joint.
5 against ingress of water
Within 7 days
and trapping
incompressible material.
0 Nil, not discernible No action.
1 w < 10 mm Apply low viscosity epoxy resin/
mortar in cracked portion.
w = width on either 2 w = 10 - 20 mm, L < 25%
Within 7 days
side of the joint L =
Partial Depth Repair.
12 Spalling of Joints length of spalled 3 w = 20 - 40 mm, L > 25% Not Applicable
Within 15 days
portion (as % joint
30 - 50 mm deep, h = w + 20% of
length) 4 w = 40 - 80 mm, L > 25%
w, within 30 days
50 - 100 mm deep repair.
5 w > 80 mm, and L > 25%
H = w + 20% of w.

185
 Within 30 days
0 not discernible, < 1 mm No action.
No action.
1 f < 3 mm
Determine cause and observe, take Replace the slab as
2 f = 3 - 6 mm
action for diamond grinding appropriate.
Faulting (or Stepping) in 3 f = 6 - 12 mm Diamond Grinding Within 30days
13 f = difference of level 4 f= 12 - 18 mm Raise sunken slab.
Cracks or Joints
Replace the slab as
Strengthen subgrade and sub-base
appropriate.
5 f> 18 mm by grouting and
Within 30days
raising sunken slab

Short Term Long Term

0 Nil, not discernible
No Action

h = vertical 1 h < 6 mm
14 Blowup or Buckling displacement from 2 h = 6 - 12 mm Install Signs to Warn Traffic
normal profile 3 h = 12 - 25 mm within 7 days
Full Depth Repair.
4 h > 25 mm
Within 30 days
shattered slabs, ie 4 or Replace broken slabs.
5
more pieces Within 30 days
0 Not discernible, h < 5 mm
h = negative vertical No action.
1 h = 5 - 15 mm
displacement from
15 Depression h = 15-30 mm, Nos <20% Not Applicable
normal profile L 2 Install Signs to Warn Traffic
joints
=length within 7 days
3 h = 30 - 50 mm

186
 Strengthen subgrade.
4 h > 50 mm or > 20% joints Reinstate pavement at normal level
if L < 20 m.
5 h > 100 mm Within 30 days
Not discernible. h < 5 Short Term Long Term
0
mm No action.
1 h = 5 - 15 mm Follow up.
h = positive vertical
h = 15 - 30 mm, Nos
displacement from 2 Install Signs to Warn Traffic
16 Heave <20% joints
normal profile. within 7 days scrabble
3 h = 30 - 50 mm
L = length
h > 50 mm or > 20% Stabilise subgrade. Reinstate
4
joints pavement at normal level if length <
5 h > 100 mm 20 m. Within 30 days
0 h < 4 mm No action
Construction Limit
Grind, in case of new construction
1 h = 4 - 7 mm for New
within 7 days
h = vertical Construction.
17 Bump displacement from Grind, in case of ongoing Replace in case of
normal profile 3 h = 7 - 15 mm Maintenance new construction.
within 15 days Within 30days
Full Depth Repair. Full Depth Repair.
5 h > 15 mm
Within 30 days Within 30days
Nil, not discernible Short Term Long Term
0
< 3mm No action.
1 f = 3 - 10 mm Spot repair of shoulder
f = difference of
18 Lane to Shoulder Dropoff 2 f = 10 - 25 mm within 7 days
level
3 f = 25 - 50 mm
Fill up shoulder
4 f = 50 - 75 mm For any 100 m
within 7 dayss
5 f > 75 mm stretch Reconstruct

187
 shoulder, if
affecting 25% or
more of stretch.
Within 30days
Drainage
0 not discernible No Action
quantity of fines
slight/ occasional Nos < Repair cracks and joints Without Inspect and repair
and water expelled 1 to 2
10% delay. sub-drainage at
through open joints
appreciable/ Frequent 10 distressed sections
and cracks Nos 3 to 4 Lift or jack slab within 30 days.
19 Pumping - 25% and upstream.
Repair distressed pavement
abundant, crack sections. Strengthen sub grade
Nos/100 m stretch 5
development > 25% and sub base. Replace slab.
Within 30 days
0-2 No discernible problem No action.
Blockages observed in
Ponding on slabs Clean drains etc within 7 days, Action required to
3 to 4 drains, but water
20 Ponding due to blockage of Follow up stop water damaging
flowing
drains foundation within 30
Ponding, accumulation
5 -do- days.
of water observed

188
Table -3:Maintenance Criteria for Safety Related Items and Other Furniture Items:

Recommended
Asset Performance Frequency of Time limit for Specifications
Level of Service (LOS) Testing Method Remedial
Type Parameter Measurement Rectification and Standards
measures
Manual Removal of obstruction within 24 IRC:SP 84-
Measurement hours, in case of sight line affected 2014
As per IRC SP :84-2014, a minimum s with by temporary objects such as trees,
of safe stopping sight distance shall Odometer temporary encroachments.
be available throughout. along with
video/image In case of permanent structure or
Safe backup design deficiency:
Availability Design Desirable Stoppin Removal of
Highway of Safe Sight Speed, Minimum Sight g Sight Monthly obstruction/improvement of
Distance kmph Distance (m) Distance
deficiency at the earliest
(m)
Speed Restriction boards and suitable
100 360 180 traffic calming measures such as
transverse bar marking, blinkers, etc.
80 260 130 shall be applied during the period of
rectification.

Visual Re - painting Cat-1 Defect – IRC:35-

Assessment as within 24 hours 2015
Wear <70% of marking remaining Bi-Annually per Annexure-F Cat-2 Defect -
of IRC:35-2015 within 2 months
Pavement
Marking As per Re - painting Cat-1 Defect – IRC:35-
During expected life Service Time Annexure-D of within 24 hours 2015
Day time
Cement Road - 130mcd/m2/lux Monthly IRC:35-2015 Cat-2 Defect –
Visibility
Bituminous Road - 100mcd/m2/lux within 2 months

189
 Recommended
Asset Performance Frequency of Time limit for Specifications
Level of Service (LOS) Testing Method Remedial
Type Parameter Measurement Rectification and Standards
measures
Initial and Minimum Performance for As per Annexure- Re - painting Cat-1 Defect – IRC:35-2015
Dry Retro reflectivity during night E of IRC:35-2015 within 24 hours
time: Cat-2 Defect –
Design (RL) Retro within 2 months
Speed Reflectivity
(mcd/m2/lux)

Initial (7 Minimum
days) Threshold level
(TL) & warranty
period required
up to 2 years
Night Time
Bi-Annually
Visibility Up to 65 200 80

65 - 100 250 120

Above 350 150

100
Initial and Minimum Performance for
Night Visibility under wet condition
(Retro reflectivity):
Initial 7 days Retro reflectivity: 100
mcd/m2/lux
Minimum Threshold Level: 50
mcd/m2/lux
Initial and Minimum performance for As per Within 24 hours IRC:35-2015
Skid Resistance Skid Resistance: Bi-Annually Annexure-G of
Initial (7days): 55BPN IRC:35-2015

190
 Recommended
Asset Performance Frequency of Time limit for Specifications
Level of Service (LOS) Testing Method Remedial
Type Parameter Measurement Rectification and Standards
measures
Min. Threshold: 44BPN
*Note: shall be considered under
urban/city traffic condition
encompassing the locations like
pedestrian crossings, bus bay, bus
stop, cycle track intersection
delineation, transverse bar markings
etc
Visual with Improvement of IRC:67-2012
video/image shape, in case if 48 hours in case
backup shape is of Mandatory
damaged. Signs, Cautionary
Shape and Position as per IRC:67-2012.
and Informatory
Shape and Signboard should be clearly visible for
Daily Relocation as per Signs (Single and
Position the design speed of the section.
requirement Dual post signs)

15 Days in case of
Road Gantry/Cantilever
Signs Sign boards
Testing of each hange of 48 hours in case RC:67-2012
signboard ignboard of Mandatory
using Retro Signs, Cautionary
Reflectivity and Informatory
Retro
As per specifications in IRC:67-2012 Bi-Annually Measuring Signs (Single and
reflectivity
Device. In Dual post signs)
accordance
with ASTM D 1 Month in case
4956-09. of

191
 Recommended
Asset Performance Frequency of Time limit for Specifications
Level of Service (LOS) Testing Method Remedial
Type Parameter Measurement Rectification and Standards
measures
Gantry/Cantilever
Sign boards
As per IRC 86:1983 depending upon Bi-Annually Use of distance Raising Kerb
Kerb Height Within 1 Month RC 86:1983
type of Kerb measuring tape Height
Kerb Visual with
Functionality: Functioning of Kerb Daily
Kerb Painting video/image Kerb Repainting Within 7-days RC 35:2015
painting as intended
backup
Reflective Numbers and Functionality as per Within 2 months IRC:SP:84-
Pavement specifications in IRC:SP:84-2014 and Daily 2014, IRC:35-
Counting New Installation
Markers (Road IRC:35-2015, unless specified in 2015
Studs) Schedule-B.
Visual with Within 15 days IRC:SP:84-
Pedestrian Functionality: Functioning of guardrail Daily video/image Rectification 2014
Guardrail as intended
backup
Functionality: Functioning of Safety Visual with Within 7 days IRC:SP:84-
Traffic Safety Daily
Other Barriers as intended video/image Rectification 2014,
Barriers
Road backup IRC:119-2015
Furniture End Treatment Functionality: Functioning of End Visual with Within 7 days IRC:SP:84-
of Traffic Safety Treatment as intended Daily video/image Rectification 2014,
Barriers backup IRC:119-2015
Visual with Within 7 days IRC:SP-2014,
Functionality: Functioning of Daily
Attenuators video/image Rectification IRC:119-2015
Attenuators as intended
backup
Guard Posts Visual with
Functionality: Functioning of Guard Daily
and video/image Rectification Within 15 days IRC: 79 - 1981
Posts and Delineators as intended
Delineators backup

192
 Recommended
Asset Performance Frequency of Time limit for Specifications
Level of Service (LOS) Testing Method Remedial
Type Parameter Measurement Rectification and Standards
measures
Visual with Within 15 days IRC:67-2012
Overhead Sign Overhead sign structure shall be Daily video/image Rectification
Structure structurally adequate
backup
Visual with Within 7 days IRC:SP:84-
Functionality: Functioning of Traffic Daily
Traffic Blinkers video/image Rectification 2014
Blinkers as intended
backup
The illumination Improvement in 24 hours IRC:SP:84-
Illumination:
level shall be Lighting System 2014
Minimum 40 Lux illumination on the Daily
measured with
road surface
luxmeter
Highway Lights
- Rectification of 24 hours IRC:SP:84-
No major failure in the lighting system Daily
failure 2014
Highway
- Rectification of 8 hours IRC:SP:84-
Lighting No minor failure in the lighting system Monthly
failure 2014
System
The illumination Improvement in 24 hours IRC:SP:84-
Minimum 40 Lux illumination on the level shall be Lighting System 2014
Daily
Toll Plaza road surface measured with
Canopy Lights luxmeter
No major/minor failure in the lighting - Rectification of 8 hours IRC:SP:84-
Daily
system failure 2014

193
 Recommended
Asset Performance Frequency of Time limit for Specifications
Level of Service (LOS) Testing Method Remedial
Type Parameter Measurement Rectification and Standards
measures
Visual with Removal of trees Immediate IRC:SP:84-
Obstruction in video/image 2014
a minimum backup
head-room of
5.5 m above
No obstruction due to trees Monthly
carriageway
or obstruction
Trees and
in visibility of
Plantation
road signs
including
median Deterioration Health of plantation shall be as per Visual with Timely watering Within 90 days IRC:SP:84-
plantation in health of requirement of specifications & video/image and treatment. Or 2014
Daily backup Replacement of
trees and instructions issued by Authority from
bushes time to time Trees and Bushes.
Vegetation Visual with Removal of Trees Immediate IRC:SP 84-
affecting sight Sight line shall be free from obstruction video/image 2014
Daily backup
line and road by vegetation
structures
Cleaning of - - Every 4 hours
- Daily
toilets
Defects in - Rectification 24 hours
Rest
electrical,
Areas
water and - Daily
sanitary
installations
Other Damage or deterioration in Approach Roads, Daily - Rectification 15 days IRC:SP 84-
Project pedestrian facilities, truck lay-bys, bus-bays, bus- 2014

194
 Recommended
Asset Performance Frequency of Time limit for Specifications
Level of Service (LOS) Testing Method Remedial
Type Parameter Measurement Rectification and Standards
measures
Facilities shelters, cattle crossings, Traffic Aid Posts, Medical
and Aid Posts and other works
Approach
roads

195
 Performance Level of Service Frequency of Recommended Remedial Time limit for Specifications
Asset Type Testing Method
Parameter (LOS) Measurement measures Rectification and Standards

Cleaning silt up soils and 15 days

Inspection by Bridge
debris in culvert barrel after before onset
Free 2 times in a Engineer as per IRC IRC 5-2015,
85% of culvert rainy season, removal of of monsoon
waterway/u year (before SP: 35-1990 and IRC SP:40-
normal flow area bushes and vegetation, U/s and within 30
nobstructed and after recording of depth of 1993 and IRC
to available. of barrel, under barrel and days after
flow section rainy season) silting and area of SP:13-2004
D/s of barrel before rainy end of rainy
vegetation.
season. season.
Physical inspection 30 days or
of expansion joints before onset
Leak-proof No leakage IRC SP:40-
as per IRC SP: 35- of rains
expansion through Bi-Annually Fixing with sealant suitably 1993 and IRC
1990 if any, for whichever
joints if any expansion joints SP:69-2011
leakage strains on comes
Pipe/box/slab walls at joints. earlier
culverts Spalling of
concrete not
more than 0.25
sqm
Detailed inspection IRC SP 40-
Delamination of Repairs to spalling,
of all components of 1993 and
Structurally cracking, delamination,
concrete not more Bi-Annually culvert as per IRC 15 days MORTH
sound rusting shall be followed as
than 0.25 sq.m. SP:35-1990 and Specifications
per IRC:SP:40-1993.
recording the defects clause 2800
Cracks wider than
0.3 mm not more
than 1m
aggregate length

196
 Damaged of rough 30 days after
stone apron or defect
bank revetment observation
Protection 2 times in a IRC: SP 40-
not more than 3 or 2 weeks
works in year (before Condition survey as Repairs to damaged aprons 1993 and
sqm, damage to before onset
good and after per IRC SP:35-1990 and pitching IRC:SP:13-
solid apron of rainy
condition rainy season) 2004.
(concrete apron) season
not more than 1 whichever is
sqm earlier.

Riding
Bridges including No pothole in MORT&H
quality or Visual inspection as Repairs to BC or wearing
ROBs Flyover etc. wearing coat on Daily 15 days Specification
user per IRC SP:35-1990 coat
as applicable bridge deck 2811
comfort

Repairs to BC on either side

of expansion joints, profile MORT&H
No bump at Visual inspection as correction course on Specification
Bumps Daily 15 days
expansion joint per IRC SP:35-1990 approach slab in case of 3004.2 &
settlement to approach 2811.
embankment
Bridge -Super
Structure User
safety No damaged or
Visual inspection and IRC: 5-1998,
(condition missing stretch Repairs and replacement
detailed condition IRC SP: 84-
of crash of crash barrier Daily of safety barriers as the 3days
survey as per IRC SP: 2014 and IRC
barrier or pedestrian case may be
35-1990. SP: 40-1993.
and guard hand railing
rail)

197
Rusted All the corroded
Not more than
reinforcem reinforcement shall need to
0.25 sq.m Detailed condition be thoroughly cleaned from IRC SP: 40-
ent
Spalling of Not more than survey as per IRC SP: rusting and applied with 1993 and
concrete 0.50 sq.m Bi-Annually 35-1990 using anti-corrosive coating 15 days MORTH
Mobile Bridge before carrying out the Specificatio
Not more than 0.50 Inspection Unit repairs to affected concrete n 1600.
Delamination portion with epoxy
sq.m
mortar/concrete.
Detailed condition Grouting with epoxy IRC SP: 40-
Cracks survey as per IRC SP: mortar, investigating causes 1993 and
Not more than
wider than Bi-Annually 35-1990 using for cracks development and 48 Hours MORTH
1m total length
0.30 mm Mobile Bridge carry out necessary Specification
Inspection Unit rehabilitation. 2800.

Detailed condition
Rainwater Grouting of deck slab at
survey as per IRC SP: MORTH
seepage leakage areas,
Leakage - nil Quarterly 35-1990 using 1 months specifications
through waterproofing, repairs to
Mobile Bridge 2600 & 2700.
deck slab drainage spouts
Inspection Unit

Deflection
Once in every Carry out major
due to
Within design 10 years for rehabilitation works on IRC SP: 51-
permanent Load test method 6 months
limits. spans more bridge to retain original 1999.
loads and
than 40 m design loads capacity
live loads

198
 Once in every
5 years for
Vibrations in spans more
bridge deck Frequency of than 30m and Laser displacement
Strengthening of super AASHTO LRFD
due to vibrations shall not every 10 sensors or laser vibro- 4 months
structure specifications
moving be more than 5 Hz years for meters
trucks spans
between 15
to 30 m
No damage to
elastomeric
sealant compound
in strip seal Detailed condition
MORTH
Leakage in expansion joint, no survey as per IRC
Replace of seal in expansion specifications
Expansion leakage of rain Bi-Annually SP:35-1990 using 15 days
joint 2600 and IRC
joints water through Mobile Bridge
SP: 40-1993.
expansion joint in Inspection Unit
case of buried and
asphalt plug and
copper strip joint.
Debris and Detailed condition
MORTH
dust in No dust or debris survey as per IRC
Cleaning of expansion joint specifications
strip seal in expansion joint Monthly SP:35-1990 using 3 days
gaps thoroughly 2600 and IRC
expansion gap. Mobile Bridge
SP: 40-1993.
joint Inspection Unit
No down take Detailed condition Cleaning of drainage spouts
pipe survey as per IRC SP: thoroughly. Replacement of MORTH
Drainage
missing/broken Monthly 35-1990 using missing/broken down take 3 days specification
spouts
below soffit of Mobile Bridge pipes with a minimum pipe 2700.
the deck slab. No Inspection Unit extension of 500mm below

199
 silt, debris, soffit of slab. Providing
clogging of sealant around the
drainage spout drainage spout if any
collection leakages observed.
chamber.

All the corroded

reinforcement shall need
to be thoroughly cleaned
Detailed condition from rusting and applied IRC SP: 40-
Cracks/spa No cracks,
survey as per IRC with anti-corrosive coating 1993 and
lling of spalling of
Bi-Annually SP: 35-1990 using before carrying out repairs 30 days MORTH
concrete/r concrete and
Mobile Bridge to substructure by specification
usted steel rusted steel
Inspection Unit grouting/guniting and 2800.
micro concreting
depending on type of
Bridge- defect noticed
substructure
Delamination of
bearing
In case of failure of even
reinforcement
one bearing on any
not more than Detailed condition
pier/abutment, all the MORTH
5%, cracking or survey as per IRC
bearings on that specification
Bearings tearing of rubber Bi-Annually SP: 35-1990 using 3 months
pier/abutment shall be 2810 and IRC
not more than 2 Mobile Bridge
replaced, in order to get SP: 40-199.
locations per side, Inspection Unit
uniform load transfer on to
no rupture of
bearings.
reinforcement or
rubber

200
 Condition survey
and visual
inspection as per
IRC SP:35-1990 IRC SP: 40-
Scouring shall
Scouring using Mobile Bridge 1993, IRC 83-
not be lower
Bridge around Inspection Unit. Suitable protection works 2014,
than maximum Bi-Annually 1 month
Foundations foundatio In case of doubt, around pier/abutment MORTH
scour level for
ns use Underwater specification
the bridge
camera for 2500
inspection of deep
wells in major
Rivers.
30 days
Damaged of
after defect
rough stone
observatio
apron or bank
2 times in a n or 2
Protection revetment not IRC: SP 40-
year weeks
works in more than 3 Condition survey as Repairs to damaged 1993 and
(before and before
good sq.m, damage to per IRC SP:35-1990 aprons and pitching. IRC:SP:13-
after rainy onset of
condition solid apron 2004.
season) rainy
(concrete apron)
season
not more than 1
whichever
sq.m
is earlier.
Note: Any Structure during the entire contract period which is found that does not complies with all requirements of this Table will be prepared,
rehabilitated or even reconstructed under the scope of the contractor.

201
Table 4: Maintenance Criteria for Structures and Culverts:

202
Table 5: Maintenance Criteria for Hill Roads

In addition to above, for hill roads the following provisions for maintenance is also to done.

Hill Roads
(i) Damage to Retaining wall/ Breast wall 7 (Seven) days
(ii) Landslides requiring clearance 12 (Twelve) hours
(iii) Snow requiring clearance 24 (Twenty Four) hours

Note: For all tables 1 to 5 above, latest BIS & IRC standards (even those not indicated herewith)
along with MoRTH specifications shall be binding for all maintenance activities.

203
 Annex – I
(Schedule-E)

Repair/rectification of Defects and deficiencies

The Contractor shall repair and rectify the Defects and deficiencies specified in this Annex-I of

Schedule-E within the time limit set forth in the table below.

A. Flexible Pavement

Nature of Defect or deficiency Time limit for repair/

rectification
ROADS

(a) Carriageway and paved shoulders

(i) Breach or blockade Temporary restoration of traffic
within 24hours; permanent
restoration within 15(fifteen)
days
(ii) Roughness value exceeding 2,200 mm in a 120 (one hundred and twenty)
days
stretch of 1 km (as measured by a calibrated
bump integrator)
(iii) Pot holes
24 (twenty-four) hours

(iv) Any cracks in road surface

15 (fifteen) days

(v) Any
30 (thirty) days

(vi) Bleeding/skidding
7 (seven) days

(vii) Any other defect/distress on the road

15 (fifteen) days

(viii) Damage to pavement edges

15 (fifteen) days

(ix) Removal of debris, dead animals

6 (six) hours

(b) Granular earth shoulders, side slopes, drains and culverts

(i) Variation by more than 1 % in the prescribed slope 7 (seven) days
of camber/cross fall (shall not be less than the
camber on the main carriageway)
(ii) Edge drop at shoulders exceeding 40 mm 7 (seven) days
(iii) Variationbymorethan15%inthe prescribed side 30 (thirty) days
(embankment) slopes
(iv) Rain cuts/gullies in slope 7 (seven) days
(v) Damage to or silting of culverts and side drains 7 (seven) days

204
 Nature of Defect or deficiency Time limit for repair/
rectification
(vi) Desilting of drains in urban/semi- urban areas 24 (twenty four) hours
7 (seven) days (Restore
(vii) Railing, parapets, crash barriers
immediately if causing safety
hazard)
(c) Road side furniture including road sign and pavement marking
(i) Damage to shape or position, poor visibility or loss 48 (forty eight) hours
of retro- reflectivity
(ii) Painting of km stone, railing, parapets, crash As and when required/ Once
barriers every year
(iii) Damaged/missing signs road requiring 7 (seven) days
replacement
(iv) Damage to road mark ups 7 (seven) days
(d) Road lighting
(i) Any major failure of the system 24 (twenty four) hours
(ii) Faults and minor failures 8 (eight) hours
(e) Trees and plantation
(i) Obstruction in a minimum head- room of 5 m above 24 (twenty four)hours
carriageway or obstruction in visibility of road signs
(ii) Removal of fallen trees from carriageway 4 (four) hours
(iii) Deterioration in health of trees and bushes Timely watering and treatment
(iv) Trees and bushes requiring replacement 30 (thirty) days
(v) Removal of vegetation affecting sight line and road 15 (fifteen) days
structures
(f) Rest area
(i) Cleaning of toilets Every 4 (four) hours
(ii) Defects in electrical, water and sanitary 24 (twenty four) hours
installations
(g) [Toll Plaza]
(h) Other Project Facilities and Approach
roads
(i) Damage in approach roads, pedestrian facilities, 15 (fifteen) days
truck lay- byes, bus-bays, bus-shelters, cattle
crossings, [Traffic Aid Posts, Medical Aid Posts] and
service roads

205
 Nature of Defect or deficiency Time limit for repair/
rectification
(ii) Damaged vehicles or debris on the road 4 (four) hours
(iii) Malfunctioning of the mobile crane 4 (four) hours
Bridges
(a) Superstructure
(i) Any damage, cracks, spalling/ scaling within 48 (forty eight) hours
Temporary measures within15(fifteen)days or as
specified by the Authority’s
Permanent measures
Engineer
(b) Foundations
(i) Scouring and/or cavitation 15 (fifteen) days
(c) Piers, abutments, return walls and wing walls
(i) Cracks and damages including settlement and 30 (thirty) days
tilting, spalling, scaling
(d) Bearings (metallic) of bridges
(i) Deformation, damages, tilting or shifting of bearings 15 (fifteen) days Greasing of
metallic bearings once in a
year
(e) Joints
(i) Malfunctioning of joints 15 (fifteen) days
(f) Other items
(i) Deforming of pads in elastomeric bearings 7 (seven) days
(ii) Gathering of dirt in bearings and joints; or clogging 3 (three) days
of spouts, weep holes and vent-holes
(iii) Damage or deterioration in kerbs, parapets, 3 (three) days (immediately
handrails and crash barriers within 24 hours if posing
danger to safety)
(iv) Rain-cuts or erosion of banks of the side slopes of 7 (seven) days
approaches
(v) Damage to wearing coat 15 (fifteen) days
(vi) Damage or deterioration in approach slabs, 30 (thirty) days
pitching, apron, toes, floor or guide bunds
(vii) Growth of vegetation affecting the structure or 15 (fifteen) days
obstructing the waterway
(g) Hill Roads

206
 Nature of Defect or deficiency Time limit for repair/
rectification
(i) Damage to retaining wall/breast wall 7 (seven) days
(ii) Landslides requiring clearance 12 (twelve) hours
(iii) Snow requiring clearance 24 (twenty four) hours

Note: Where necessary, the Authority may modify the time limit for repair/rectification, or add
to the nature of Defect or deficiency before issuing the bidding document, with the
approval of the competent authority.

207
 Schedule - F

(See Clause 4.1 (vii)(a))

Applicable Permits

1. Applicable Permits

The Contractor shall obtain, as required under the Applicable Laws, the
following Applicable Permits:

Permission of the State Government for extraction of boulders from quarry;

Permission of Village Panchayats and Pollution Control Board for installation of crushers;
Licence for use of explosives;
Permission of the State Government for drawing water from river/reservoir;
Licence from inspector of factories or other competent Authority for setting up batching
plant;
Clearance of Pollution Control Board for setting up batching plant;
Clearance of Village Panchayats and Pollution Control Board for setting up asphalt plant;
Permission of Village Panchayats and State Government for borrow earth; and
Any other permits or clearances required under Applicable Laws.

Applicable Permits, as required, relating to environmental protection and

conservation shall have been procured by the Authority in accordance with the
provisions of this Agreement.

208
 Schedule – G

(See Clauses 7.1 and 19.2)

Annex-I

(See Clause 7.1)

Form of Bank Guarantee

[Performance Security]

The Chairman,
National Highways Authority of India, New Delhi

WHEREAS:
(A) [name and address of contractor]
(hereinaftercalledthe“Contractor")and[nameandaddressoftheauthority],(hereinafter
calledthe“Authority”)haveenteredintoanagreement(hereinaftercalledthe “Agreement”) for the
Construction of 4 Lane V.U.P at Km 290+153 on NH-7 (New no. NH-44) Semmadai, RE Wall &
Retaining Wall approaches, 2 Lane Service Road (B/s), etc. in the State of Tamil Nadu on EPC
Mode.

, subject to and in accordance with the provisions of the Agreement

(B) The Agreement requires the Contractor to furnish a Performance Security for due and
faithful performance of its obligations, under and in accordance with the Agreement,
during the {Construction Period/ Defects Liability Period and Maintenance Period} (as
defined in the Agreement) in a sum of Rs….. cr. (Rupees ………..….. crore) (the
“Guarantee Amount”).
(c) We,…………………..through our branch at………………….(the “Bank”) have agreed to
furnish this bank guarantee (hereinafter called the “Guarantee”) by way of
Performance Security.

NOW, THEREFORE, the Bank hereby, unconditionally and irrevocably, guarantees and
affirms as follows:

1. The Bank hereby unconditionally and irrevocably guarantees the due and faithful
performance of the Contractor’s obligations during the {Construction Period/
Defects Liability Period and Maintenance Period} under and in accordance with the
Agreement, and agrees and undertakes to pay to the Authority, upon its mere first
written demand, and without any demur, reservation, recourse, contest or protest,
and without any reference to the Contractor, such sum or sums up to an aggregate
sum of the Guarantee Amount as the Authority shall claim, without the Authority
being required to prove or to show grounds or reasons for its demand and/or for
the sum specified therein.
2. A letter from the Authority, under the hand of an officer not below the rankof
General Manager in the National Highways Authority of India, that the
Contractorhascommitteddefaultinthedueandfaithfulperformanceofallor any of its

209
 obligations under and in accordance with the Agreement shall be conclusive, final
and binding on the Bank. The Bank further agrees that the Authority shall be the
sole judge as to whether the Contractor is in default in due and faithful
performance of its obligations during and under the Agreement and its decision
that the Contractor is in default shall be final and binding on the Bank,
notwithstanding any differences between the Authority and the Contractor, or any
dispute between them pending before any court, tribunal, arbitrators or any other
authority or body, or by the discharge of the Contractor for any reason whatsoever.
3. In order to give effect to this Guarantee, the Authority shall be entitled to act as if
the Bank were the principal debtor and any change in the constitution of the
Contractor and/or the Bank, whether by their absorption with any other body or
corporation or otherwise, shall not in any way or manner affect the liability or
obligation of the Bank under this Guarantee.
4. It shall not be necessary, and the Bank hereby waives any necessity, for the
Authority to proceed against the Contractor before presenting to the Bank its
demand under this Guarantee.
5. The Authority shall have the liberty, without affecting in any manner the liability
of the Bank under this Guarantee, to vary at any time, the terms and
conditionsoftheAgreementortoextendthetimeorperiodforthecompliance
with, fulfillment and/ or performance of all or any of the obligations of the
Contractorcontained in the Agreement or to postpone for any time, and from
timetotime,anyoftherightsandpowersexercisablebytheAuthorityagainsttheContra
ctor,andeithertoenforceorforbearfromenforcinganyoftheterms and conditions
contained in the Agreement and/or the securities available to theAuthority, and
the Bank shall not be released from its liability and
obligationunderthesepresentsbyanyexercisebytheAuthorityoftheliberty with
reference to the matters aforesaid or by reason of time being given to the
Contractor or any other forbearance, indulgence, act or omission on the part of the
Authority or of any other matter or thing whatsoever which under any law relating
to sureties and guarantors would but for this provision have the effect of releasing
the Bank from its liability and obligation under this Guarantee and the Bank hereby
waives all of its rights under any such law.
6. This Guarantee is in addition to and not in substitution of any other guarantee or
security now or which may hereafter be held by the Authority in respect of or
relating to the Agreement or for the fulfilment, compliance and/or performance of
all or any of the obligations of the Contractor under the Agreement.
7. Notwithstanding anything contained hereinbefore, the liability of the Bank under
this Guarantee is restricted to the Guarantee Amount and this Guarantee will
remain in force for the period specified inparagraph8 below and unless a demand
or claim in writing is made by the Authority on the Bank under this Guarantee all
rights of the Authority under this Guarantee shall be forfeited and the Bank shall
be relieved from its liabilities here under.

210
8. The Guarantee shall cease to be in force and effect on****$.Unless demand or claim
under this Guarantee is made in writing before expiry of the Guarantee, the Bank
shall be discharged from its liabilities here under.
9. The Bank undertakes not to revoke this Guarantee during its currency, except with
the previous express consent of the Authority in writing, and declare sand
warrants that it has the power to issue this Guarantee and the undersigned has full
powers to do so on behalf of the Bank.
10. Any notice by way of request, demand or otherwise here under may be sent by post
addressed to the Bank at its above referred branch, which shall be deemed to have
been duly authorized to receive such notice and to effect payment thereof
forthwith, and if sent by post it shall be deemed to have been given at the time when
it ought to have been delivered in due course of post and in proving such notice,
when given by post, it shall be sufficient to prove that the envelope containing the
notice was posted and a certificate signed by an officer of the Authority that the
envelope was so posted shall be conclusive.
11. This Guarantee shall come into force with immediate effect and shall remain in
force and effect for up to the date specified in paragraph 8 above or until it is
released earlier by the Authority pursuant to the provisions of the Agreement.
12. This guarantee shall also be opera table at our .................... Branch at New Delhi,
from whom, confirmation regarding the issue of this guarantee or extension /
renewal thereof shall be made available on demand. In the contingency of this
guarantee being invoked and payment there under claimed, the said branch shall
accept such invocation letter and make payment of amounts so demanded under
the said invocation.
13. The guarantor/bank hereby confirms that it is on the SFMS (Structural Finance
Messaging System) platform & shall invariably send an advice of this Bank
Guarantee to the designated bank of NHAI, details of which is as under:
S. No. Particulars Details
1. Name of Beneficiary National Highways Authority of India
2. Name of Bank Canara Bank (Previously known as
Syndicate Bank) Moondrumavadi,
Madurai
3. Account No. 62093030000071
4. IFSC Code CNRB0016209

Signed and sealed this ………. day of ……….., 20……… at ………..

SIGNED, SEALED AND DELIVERED

For and on behalf of the Bank by:

(Signature)

$ Insert
date being 2 (two) years from the date of issuance of this Guarantee (in accordance with
Clause 7.2 of the Agreement).

211
(Name)

(Designation)

(Code Number)

(Address)

NOTES:

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

212
 Annex – II

(Schedule - G)

(See Clause 19.2)

Form for Guarantee for Advance Payment

The Chairman,

National Highways Authority of India, New Delhi

WHEREAS:

[name and address of contractor] (herein after called the “Contractor") has executed an agreement
(hereinafter called the “Agreement”) with the [name and address of the authority], (hereinafter
called the “Authority”) for the Construction of 4 Lane V.U.P at Km 290+153 on NH-7 (New no. NH-44)
Semmadai, RE Wall & Retaining Wall approaches, 2 Lane Service Road (B/s), etc. in the State of Tamil
Nadu on EPC Mode., subject to and in accordance with the provisions of the Agreement

(i) InaccordancewithClause19.2oftheAgreement,theAuthorityshallmaketo the

Contractor an interest bearing @Bank Rate + 3% advance payment(herein after
called “Advance Payment”)equalto10%(ten percent) of the Contract Price; and
that the Advance Payment shall be made in two installments subject to the
Contractor furnishing an irrevocable and unconditional guarantee by a scheduled
bank for an amount equivalent to 110% (one hundred and ten percent) of such
installment to remain effective till the complete and full repayment of the
instalment of the Advance Payment as security for compliance with its
obligations in accordance with the Agreement. The amount of{first/second}
instalment of the Advance Payment is Rs. ------ cr. (Rupees crore) and the
amount of this Guarantee is Rs.------- cr. (Rupees -------- crore) (the “Guarantee
Amount”)$.
a. We,…………………..through our branch at ...................... (the “Bank”) have
agreed to furnish this bank guarantee (hereinafter called the
“Guarantee”) for the Guarantee Amount.

NOW, THEREFORE, the Bank hereby, unconditionally and irrevocably, guarantees and
affirms as follows:

1. The Bank hereby unconditionally and irrevocably guarantees the due and
faithfulrepaymentontimeoftheaforesaidinstalmentoftheAdvancePayment under
and in accordance with the Agreement, and agrees and undertakes to pay to the
Authority, upon its mere first written demand, and without any demur,
reservation, recourse, contest or protest, and without any reference to the
Contractor, such sum or sums up to an aggregate sum of the Guarantee Amount as
the Authority shall claim, without the Authority being required to prove or to show

$ The Guarantee Amount should be equivalent to 110% of the value of the applicable instalment.

213
 grounds or reasons for its demand and/or for the sum specified therein.

A letter from the Authority, under the hand of an officer not below the rank of
General Manager in the National Highways Authority of India, that the Contractor
has committed default in the due and faithful performance of all or any of its
obligations for the repayment of the instalment of the Advance Payment under and
in accordance with the Agreement shall be conclusive, final and binding on the
Bank. The Bank further agrees that the Authority shall be the sole judge as to
whether the Contractor is in default in due and faithful performance of its
obligations during and under the Agreement and its decision that the Contractor is
in default shall be final and binding on the Bank, notwithstanding any differences
between the Authority and the Contractor, or any dispute between them pending
before any court, tribunal, arbitrators or any other authority or body, or by the
discharge of the Contractor for any reason whatsoever.
2. In order to give effect to this Guarantee, the Authority shall be entitled to act as if
the Bank were the principal debtor and any change in the constitution of the
Contractor and/or the Bank, whether by their absorption with any other body or
corporation or otherwise, shall not in any way or manner affect the liability or
obligation of the Bank under this Guarantee.
3. It shall not be necessary, and the Bank hereby waives any necessity, for the
Authority to proceed against the Contractor before presenting to the Bank its
demand under this Guarantee.
4. The Authority shall have the liberty, without affecting in any manner the liability
of the Bank under this Guarantee, to vary at any time, the terms and conditions of
the Advance Payment or to extend the time or period of its repayment or to
postpone for anytime, and from time to time, any of the rights and powers
exercisable by the Authority against the Contractor, and either to enforce or
forbear from enforcing any of the terms and conditions contained in the Agreement
and/or the securities available to the Authority, and the Bank shall not be released
from its liability and obligation under these presents by any exercise by the
Authority of the liberty with reference to the matters aforesaid or by reason of time
being given to the Contractor or any other forbearance, indulgence, actor omission
on the part of the Authority or of any other matter or thing whatsoever which
under any law relating to sureties and guarantors would but for this provision have
the effect of releasing the Bank from its liability and obligation under this
Guarantee and the Bank hereby waives all of its rights under any such law.
5. This Guarantee is in addition to and not in substitution of any other guarantee or
security now or which may hereafter be held by the Authority in respect of or
relating to the Advance Payment.
6. Notwithstanding anything contained hereinbefore, the liability of the Bank under
this Guarantee is restricted to the Guarantee Amount and this Guarantee will
remain in force for the period specified in paragraph 8 below and unless a demand
or claim in writing is made by the Authority on the Bank under this Guarantee all
rights of the Authority under this Guarantee shall be forfeited and the Bank shall

214
 be relieved from its liabilities here under.

7. The Guarantee shall cease to be in force and effect on****.$Unlessademand or claim

under this Guarantee is made in writing on or before the aforesaid date, the Bank
shall be discharged from its liabilities here under.
8. The Bank undertakes not to revoke this Guarantee during its currency, except with
the previous express consent of the Authority in writing, and declares and
warrants that it has the power to issue this Guarantee and the undersigned has full
powers to do so on behalf of the Bank.
9. Any notice by way of request, demand or otherwise here under may be sent by post
addressed to the Bank at its above referred branch, which shall be deemed to have
been duly authorised to receive such notice and to effect payment thereof
forthwith, and if sent by post it shall be deemed to have been given at the time when
it ought to have been delivered in due course of post and in proving such notice,
when given by post, it shall be sufficient to prove that the envelope containing the
notice was posted and a certificate signed by an officer of the Authority that the
envelope was so posted shall be conclusive.
10. This Guarantee shall come into force with immediate effect and shall remain in
force and effect up to the date specified in paragraph 8 above or until it is released
earlier by the Authority pursuant to the provisions of the Agreement.
11. This guarantee shall also be operatable at our .................... Branch at New Delhi,
from whom, confirmation regarding the issue of this guarantee or extension /
renewal thereof shall be made available on demand. In the contingency of this
guarantee being invoked and payment there under claimed, the said branch shall
accept such invocation letter and make payment of amounts so demanded under
the said invocation.
12. The guarantor/bank hereby confirms that it is on the SFMS (Structural Finance
Messaging System) platform & shall invariably send an advice of this Bank
Guarantee to the designated bank of NHAI, details of which is as under:
S. No. Particulars Details
1. Name of Beneficiary National Highways Authority of India
2. Name of Bank Canara Bank (Previously known as
Syndicate Bank) Moondrumavadi,
Madurai
3. Account No. 62093030000071
4. IFSC Code CNRB0016209

Signed and sealed this ………. day of ……….., 20……… at ………..

$Insertadatebeing90(ninety)daysaftertheendofoneyearfromthedateofpaymentoftheAdvance

payment to the Contractor (in accordance with Clause 19.2 of the Agreement).

215
SIGNED, SEALED AND DELIVERED

For and on behalf of the Bank by:

(Signature)

(Name)

(Designation)

(Code Number)

(Address)

NOTES:

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

216
 Schedule - H
(See Clauses10.1 (iv) and 19.3)

Contract Price Weightages

1. The Contract Price for this Agreement is Rs. ******

Proportions of the Contract Price for different stages of Construction of the Project
Highway shall be as specified below:

Weightage
in
percentage Percentage
Item Stage for payment
to the weightage
(1) (3)
Contract (4)
price
(2)
A- Widening and strengthening of existing road

(1) Earthwork up to top of the sub-grade -

(2) Sub-base Course -
(3) Non Bituminous Base Course -
(4) Bituminous Base Course -
(5) Wearing Coat -
(6) Widening and repair of culverts

B.1- Reconstruction with 4-Lane Carriageway

(Flexible Pavement)
Road works (1) Earthwork up to top of the sub-grade 5.62%
including (2) Sub-base Course 6.40%
culverts,
36.45%
widening and (3) Non Bituminous Base Course 21.73%
(4) Bituminous Base Course 20.39%
repair of
(5) Wearing Coat 11.50%
culverts.

B.2- Reconstruction/New 2- Lane

realignment/bypass(Rigid Pavement)
(1) Earthwork up to top of the sub-grade -
(2) Sub-base Course -
(3) Dry Lean Concrete(DLC) Course -
(4) Pavement Quality Control (PQC) Course -

C.1- Reconstruction of damaged existing

Carriageway below Flyover/New Service
Road/Slip Road (Flexible Pavement)
(1) Earthwork up to top of the sub-grade 2.4%
217
 Weightage
in
percentage Percentage
Item Stage for payment
to the weightage
(1) (3)
Contract (4)
price
(2)
(2) Sub-base Course 4.48%
(3) Non Bituminous Base Course 12.76%
(4) Bituminous Base Course 8.75%
(5) Wearing Coat 5.97%

C.2- Reconstruction/New Service Road (Rigid

Pavement)
(1) Earthwork up to top of the sub-grade -
(2) Sub-base Course -
(3) Dry Lean Concrete(DLC) Course -
(4) Pavement Quality Control (PQC) Course -

D- Reconstruction, Widening and New Culverts

on Existing Road, realignments, Bypasses.
Reconstruction & Widening of Culverts
-
(Length < 6m)

A.1- Widening and repair of Minor Bridges

(Length>6m and<60 m)
Minor Bridges -

A.2- New Minor Bridges (Length>6m and<60 m)

(1) Foundation + Sub Structure: On
completion of the foundation work including
-
foundations for wing and return walls, abutment,
piers upto the abutment/pier cap
Minor Bridges / (2) Super Structure :- On completion of the
Underpasses / super structure in all respects including wearing
Overpasses coat, expansion joints, hand rails, crash barriers, -
road signs & markings, tests on completion in
all respect.

(3) Approaches : On completion of approaches

including retaining walls, stone pitching,
-
protection works complete in all respect, tests on
completion in all respect and fit for use.

218
 Weightage
in
percentage Percentage
Item Stage for payment
to the weightage
(1) (3)
Contract (4)
price
(2)
(4) Guide bunds and River Training Works.
On Completion of Guide Bunds and River -
Training Works complete in all respect.

B.1-Widening and Repair of

underpasses/overpasses
Underpasses / Overpasses -

B.2-New underpasses/overpasses

(1) Foundation + Sub Structure: On

completion of the foundation work including
foundations for wing and return walls, abutment,
piers upto the abutment/pier cap

(2) Super Structure :- On completion of the

super structure in all respects including wearing
coat, expansion joints, hand rails, crash barriers,
road signs & markings, tests on completion in all
respect. Wearing Coat (a) in case ofoverpasses -
Wearing Coat including expansion joints
complete in all respects as specified and
(b) in case of underpasses - rigid pavement
including drainage facility complete in all
respects as specified.

(3). Approaches and other Ancillary works :

On completion of Retaining / Reinforced earth
walls, RE/Embankment earth filling ,stone
pitching, protection works, completion in all
respect and fit for use.

Major Bridge A.1- Widening and repairs of Major Bridges

(Length > 60m) (1) Foundation: On Completion of the
works and Foundation work Including Foundation for -
57.65% return walls, abutments, piers.
ROB/RUB/Elev
ated (2) Sub-structure: On completion of abutments,
sections/flyover -
piers upto the abutment/ pier cap

219
 Weightage
in
percentage Percentage
Item Stage for payment
to the weightage
(1) (3)
Contract (4)
price
(2)
s including (3) Super-structure: On completion of the super-
viaducts if any. structure in all respects including Girder, Deck -
slab, bearings.
(4) Wearing Coat including expansion joints -
(5) Miscellaneous Items like hand rails, crash
-
barriers, road marking etc.)
(6) Wing wall / Return Wall upto top -
(7) Guide Bunds, river Training Works etc. -
(8) Approaches (including Retaining walls,
-
Stone Pitching and Protection Work).

A2.- New Major Bridges

(1) Foundation: On Completion of the
Foundation work including Foundation for
return walls, abutments, piers.
(2) Sub-structure: On completion of abutments,
piers upto the abutment/ pier cap
(3) Super-structure: On completion of the super-
structure in all respects including Girder, Deck
slab, bearings.
(4) Wearing Coat including expansion joints
(5) Miscellaneous Items like hand rails, crash
barriers, road marking etc.)
(6) Wing wall / Return Wall upto top
(7) Guide Bunds, river Training Works etc.
(8) Approaches (including Retaining walls,
Stone Pitching and Protection Work).

B.1- Widening and repair of

(a) ROB
(b) RUB
(1) Foundation -
(2) Sub-structure -
(3) Super-structure (including bearings) -
(4) Wearing Coat (a) in case of ROB - Wearing
Coat including expansion joints complete in all
respects as specified and (b) in case of RUB - -
rigid pavement under RUB including drainage
facility complete in all respects as specified.

220
 Weightage
in
percentage Percentage
Item Stage for payment
to the weightage
(1) (3)
Contract (4)
price
(2)
(5) Miscellaneous Items like hand rails, crash
-
barriers, road marking etc.)
(6) Wing wall / Return Wall -
(7) Approaches including Retaining
wall/Reinforced Earth Wall, stone pitching and -
protection works.

B.2- New ROB/RUB

(1) Foundation -
(2) Sub-structure -
(3) Super-structure (including bearings) -
(4) Wearing Coat (a) in case of ROB - Wearing
Coat including expansion joints complete in all
respects as specified and (b) in case of RUB - -
rigid pavement under RUB including drainage
facility complete in all respects as specified.
(5) Miscellaneous Items like hand rails, crash
-
barriers, road marking etc.)
(6) Wing wall / Return Wall -
(7) Approaches including Retaining
wall/Reinforced Earth Wall, stone pitching and -
protection works.

C.1- Widening and repair of Elevated

Section / Flyovers / Grade Separators
(1) Foundation -
(2) Sub-structure -
(3) Super-structure (including bearing) -
(4) Wearing Coat including expansion Joints. -
(5) Miscellaneous Items like hand rails, crash
-
barriers, road marking etc.)
(6) Wing wall / Return Wall -
(7) Approaches including Retaining
wall/Reinforced Earth Wall, stone pitching and -
protection works.

C.2- New Elevated Section / Flyovers /

Grade Separators

221
 Weightage
in
percentage Percentage
Item Stage for payment
to the weightage
(1) (3)
Contract (4)
price
(2)
(1) Foundation : On complation of the
foundation work including foundations for wing 0.16%
and return walls, abutments, piers
(2) Sub Structure : On completion of the
abutments, piers upto the abutment/pier cap 4.80%
including wing/return/retaining wall upto top
(3) Super Structure :- On completion of the
super structure in all respects including Girder, 5.04%
Deck slab, bearings
(5) RE Wall, Embankment & Filter Media 59.88%
(6) Friction Slab & Crash Barrier 27.68%
(7) RCC Crash Barrier 0.35%
(8) Miscellaneous like construction of Kerb,
2.04%
Footpath / Separators Crash Barrier etc.
(9) On completion of approach slab, Mastic &
BC Wearing Coat, Expansion Joint, Drainage
0.05%
spouts, Median, bearings, bituminous pad etc.,
Test on completion in all respects

RCC Drains 55.67%

Road Signs, Safety Devices, Road Furnitures
1.99%
Etc.
Road Markings & Studs 10.20%
Other Works 4.55% Highway Lighting (Street Lighting) & Lighting
11.21%
Arrangement below VUP
Other Miscellaneous Works like Rainwater
Harvesting, Dismantling of existing damaged 13.56%
building
Retaining Walls 7.38%
Utility Shifting
1.35% Electrical Utility Shifting work 100.00%
Work
100.00%

222
 Procedure of estimating the value of work done.
(i) Road works

Procedure for estimating the value of road work done shall be as follows:

Table 1.3.1

Stage of
Stage of Payment Stage of Payment
Payment
Unit of measurement is linear length.
Payment shall be made on pro rat basis on
B.1- Reconstruction with 4-Lane
completion of a stage not less than (twenty-five
Carriageway (Flexible
per cent) 25 % of Six lane carriage way approach
Pavement)
length and height for each underpass. (2 stages on
each side of the approaches)
(1) Earthwork up to top of the
sub-grade 5.62%

(2) Sub-base Course

6.40%

(3) Non Bituminous Base Course

21.73%

(4) Bituminous Base Course

20.39%

(5) Wearing Coat

11.50%

C.1- Reconstruction of damaged Unit of measurement is linear length.

existing Carriageway below Payment of each stage shall be made on pro rata
Flyover/New Service Road/Slip basis on completion of a stage in full length of 500
Road (Flexible Pavement) meter.
(1) Earthwork up to top of the
2.40%
sub-grade

(2) Sub-base Course 4.48%

(3) Non Bituminous Base Course 12.76%

(4) Bituminous Base Course 8.75%

(5) Wearing Coat 5.97%

D- Reconstruction, Widening Cost of each culvert shall be determined

and New Culverts on Existing for Payment on pro rata basis with respect
Road, realignments, Bypasses. to the completion of each culvert.
Reconstruction & Widening of 5.17% Payment shall be made on the completion
Culverts (Length < 6m) of each culvert (each no.)

223
@ For calculation of payment stage for main-carriageway the project length shall be
converted into equivalent 3 lane length. For example, if the total length of 4 lane main
carriageway is 100 km, then the equivalent length for calculation of payment stage will be
2x 100 km. Now, if the total length of bituminous work to be done is 100 km, the cost per
km of bituminous work shall be determined as follows:
Cost per km = P x weightage for road work x weightage for bituminous work x (1/L)
Where
P = Contract Price
L = Total equivalent 3-Lane length in km as defined above
Similarly, the rates per km for other stages shall be worked out accordingly.

(ii) C.2- New Elevated Section / Flyovers / Grade Separators (Underpasses/Overpasses):

Procedure for estimating the value of Minor bridge and Underpasses/Overpasses shall
be as stated in table1.3.2:

Table 1.3.2

Grade Separators
(Underpasses/Overpasses)
Percentage weightage Payment Procedure
Foundation: Cost of each under
Pass hall be determined on pro-
rata basis with respect to the
total linear length (m) of the
Under Pass. Payment against
(1) Foundation : On completion of
foundation shall be made on
the foundation work including
0.16% pro-rata basis on completion of
foundations for wing and return
a stage not less than (twenty-
walls, abutments, piers
five percent) 25 % of Six lane
carriage way approach length
and height for each under pass.
(2 stages on each side of the
approaches)
Sub-structure: Cost of each
under Pass shall be determined
on pro- rata basis with respect
to the total linear length (m) of
the. Under Pass. Payment
(2) Sub Structure : On completion of
against foundation shall be
the abutments, piers upto the
4.80% made on pro-rata basis on
abutment/pier cap including
completion of a stage not less
wing/return/retaining wall upto top
than (twenty-five percent) 25 %
of Six lane carriageway
approach length and height for
each under pass. (2 stages on
each side of the approaches)

224
 Grade Separators
(Underpasses/Overpasses)
Percentage weightage Payment Procedure
Super-structure: Payment shall
(3) Super Structure :- On completion be made on pro-rata basis on
of the super structure in all respects 5.04% completion of super structure
including Girder, Deck slab, bearings not less than 25% for each
Under pass.
Unit of measurement is linear
length. Payment shall be made
on pro rata basis on completion
(4) RE Wall, Embankment & Filter of a stage not less than (twenty-
59.88%
Media five per cent) 25 % of six lane
carriage way approach for each
under pass. (2 stages on each
side of the approaches)
Unit of measurement is linear
length in meter. Payment of
each stage shall be made on pro
(5) Friction Slab & Crash Barrier 27.68% rata basis on completion of
twenty five percent length of six
lane carriage way approaches
for each Under Pass.

(6) RCC Crash Barrier 0.35%

7) Miscellaneous like construction of

Kerb, Footpath / Separators Crash 2.04%
Barrier etc.
(8) On completion of approach slab, Payment shall be made on
Mastic & BC Wearing Coat, completion of a stage for 25%
Expansion Joint, Drainage spouts, i.e 4 stages for Each Under Pass.
0.05%
Median, bearings, bituminous pad
etc., Test on completion in all
respects

(iii) Other Works.

Procedure for estimating the value of other works done shall be as stated in table 1.3.3:

Table 1.3.3

Stage of Payment Weightage Payment Procedure

Unit of measurement is linear

length. Payment of each stage
RCC Drains 55.67% shall be made on pro rata basis on
completion of a stage in full
length of 500 meter.

Road Signs, Safety Devices, Road

1.99% On completion of 100%.
Furnitures Etc.

225
 Road Markings & Studs 10.20% On completion of 100%.

Payment of each stage shall be

Highway Lighting (Street
made on pro rata basis on
Lighting) & Lighting Arrangement 11.21%
completion of 100% for each
below VUP
number.
Other Miscellaneous Works like Payment shall be made on pro
Rainwater Harvesting, rata basis on completion of a
13.56%
Dismantling of existing damaged stage not less than 25% (Twenty-
building Five per cent) of the total work.
Payment shall be made on pro
rata basis on completion of a
Retaining Walls 7.38%
stage not less than 25% (Twenty-
Five per cent) of the total work.

(iii) Utility Shifting Works.

Procedure for estimating the value of other works done shall be as stated in table 1.3.4:

Table 1.3.4

Stage of Payment Weightage Payment Procedure

Electrical Utility Shifting Work 100% On completion of 100%.

2. Procedure for payment for Maintenance

(a) The cost for maintenance shall be as stated in Clause 14.1 (v).

(b) Payment for Maintenance shall be made in accordance with the provisions of Article
14 and Article 19.

226
 Schedule - I

(See Clause 10.2 (iv))

Drawings

1. Drawings

In compliance of the obligations set forth in Clause 10.2 of this Agreement, the Contractor
shall furnish to the Authority’s Engineer, free of cost, all Drawings listed in Annex-I of this
Schedule-I.

2. Additional Drawings

If the Authority’s Engineer determines that for discharging its duties and functions under
this Agreement, it requires any drawings other than those listed in Annex-I, it may by notice
require the Contractor to prepare and furnish such drawings forthwith. Uponreceiving a
requisition to this effect, the Contractor shall promptly prepare and furnish such drawings
to the Authority’s Engineer, as if such drawings formed part of Annex-I of this Schedule-I.

227
 Annex – I

(Schedule - I)

List of Drawings

List of drawings to be submitted by Contractor shall include but not be limited to:

1. Drawing of Horizontal Alignment, Vertical profile and Cross section.

2. General Arrangement Drawing of Vehicle Under Pass
3. General Arrangement Drawing of RE Wall approaches and service roads
4. Drawing of General Arrangement of Cross drainage work
5. Drawing for Good for Constructions for all works.
6. Drawing of Road drainage (RCC drain)
7. Drawing for Major Intersection
8. Drawing of Road Furniture items including traffic signage, road marking, safety
barrier, Traffic signal etc
9. Drawing of Highway Lighting (High Mast Light)
10. Drawing of Traffic diversion plans and traffic control measures.
11. Drawing of Rain Water Harvesting.

228
 Schedule - J

(See Clause 10.3 (ii))

1. Project Completion Schedule

During Construction period, the Contractor shall comply with the

requirementssetforthinthisSchedule-JforeachoftheProjectMilestonesand the Scheduled
Completion Date. Within 15 (fifteen) days of the date of each Project Milestone, the
Contractor shall notify the Authority of such compliance along with necessary particulars
thereof.

2. Project Milestone-I

(i) Project Milestone-I shall occur on the date falling on the 130th (Two Hundred and Thirty)
day from the Appointed Date (the “Project Milestone- I”).

(ii) Prior to the occurrence of Project Milestone-I, the Contractor shall have commenced
construction of the Project Highway and submitted to the Authority duly and validly
prepared Stage Payment Statements for an amount not less than 10% (ten per cent) of the
Contract Price.

3. Project Milestone-II

(i) Project Milestone-II shall occur on the date falling on the 220th (Two Hundred and Twenty)
day from the Appointed Date (the “Project Milestone- II”).

(ii) Prior to the occurrence of Project Milestone-II, the Contractor shall have continued with
construction of the Project Highway and submitted to the Authority duly and validly
prepared Stage Payment Statements for an amount notlessthan35%(thirty five percent) of
the Contract Price and should have started construction of all Culverts

4. Project Milestone-III

(i) Project Milestone-III shall occur on the date falling on the 310th (Three Hundred Ten) day
from the Appointed Date (the “Project Milestone- III”).

(ii) Prior to the occurrence of Project Milestone-III, the Contractor shall have continued with
construction of the Project Highway and submitted to the Authority duly and validly
prepared Stage Payment Statements for an amount notlessthan70%(seventy percent) of
the Contract Price and should have started construction of all project facilities.

5. Scheduled Completion Date

(i) The Scheduled Completion Date shall occur on the 365th (Seven Hundred thirtieth) day from
the Appointed Date.

(ii) On or before the Scheduled Completion Date, the Contractor shall have completed
construction in accordance with this Agreement.

229
6. Extension of time

Upon extension of any or all of the aforesaid Project Milestones or the Scheduled Completion
Date, as the case may be, under and in accordance with the provisions of this Agreement, the
Project Completion Schedule shall be deemed to have been amended accordingly.

230
 Schedule - K

(See Clause 12.1 (ii))

Tests on Completion

1. Schedule for Tests

(i) The Contractor shall, no later than 30 (thirty) days prior to the likely completion of
construction, notify the Authority’s Engineer and the Authority of its intent to subject the
Project Highway to Tests, and no later than 10(ten) days prior to the actual date of Tests,
furnish to the Authority’s Engineer and the Authority detailed inventory and particulars of
all works and equipment forming part of Works.

(ii) TheContractorshallnotifytheAuthority’sEngineerofitsreadinesstosubject the Project

Highway to Tests at any time after 10 (ten) days from the date of such notice, and upon
receipt of such notice, the Authority’s Engineer shall, in consultation with the Contractor,
determine the date and time for each Test and notify the same to the Authority who may
designate its representative to witness the Tests. The Authority’s Engineer shall there upon
conduct the Tests itself or cause any of the Tests to be conducted in accordance with Article
12 and this Schedule-K.

2. Tests

(i) Visual and physical test: The Authority’s Engineer shall conduct a visual and physical check
of construction to determine that all works and equipment forming part thereof conform
to the provisions of this Agreement. The physical tests shall include rebound hammer and
ultrasonic pulse velocity tests.

(ii) Riding quality test: Riding quality of each lane of the carriageway shall be checked with the
help of a Network Survey Vehicle (NSV) fitted with latest equipment’s and the maximum
permissible roughness for purposes of this Test shall be 2,000 (two thousand) mm for each
kilometre.

(iii) Tests for bridges: All major and minor bridges shall be subjected to the rebound hammer
and ultrasonic pulse velocity tests, to be conducted in accordance with the procedure
described in Special Report No. 17: 1996 of the IRC Highway Research Board on Non
destructive Testing Techniques, at two spots in every span, to be chosen at random by the
Authority’s Engineer. Bridges with a span of 15 (fifteen) metres or more shall also be
subjected to load testing.

(iv) Other tests: The Authority’s Engineer may require the Contractor to carry out or cause to
be carried additional tests, in accordance with Good Industry Practice, for determining the
compliance of the Project Highway with Specifications and Standards, except tests as
specified in clause 5,but shall include measuring the reflectivity of road markings and road
signs; and measuring the illumination level (lux) of lighting using requisite testing
equipment.

231
 (v) Environmental audit: The Authority’s Engineer shall carry out a check to determine
conformity of the Project Highway with the environmental requirements set forth in
Applicable Laws and Applicable Permits.

(vi) Safety Audit: The Authority’s Engineer shall carry out, or cause to be carried out, a safety
audit to determine conformity of the Project Highway with the safety requirements and
Good Industry Practice.

3. Agency for conducting Tests

All Tests set forth in this Schedule-K shall be conducted by the Authority’s Engineer or
such other agency or person as it may specify in consultation with the Authority.

4. Completion Certificate

Upon successful completion of Tests, the Authority’s Engineer shall issue the
Completion Certificate in accordance with the provisions of Article 12.

The Authority Engineer will carry out tests with following equipment at his own cost
in the presence of contractor’s representative.

Sr. Key metrics of

Equipment to be used Frequency of condition survey
No. Asset

1 Surface Network Survey At least twice a year (As per survey

defects of Vehicle(NSV) months defined for the state basis
pavement rainy season)

2 Roughness of Network Survey At least twice a year (As per survey

pavement Vehicle(NSV) months defined for the state basis
rainy season)

3 Strength of Falling Weight At least once a year

pavement Deflectometer (FWD)

4 Bridges Mobile Bridge At least twice a year (As per survey

Inspection Unit (MBU) months defined for the state basis
rainy season)

5 Road signs Retro-reflectometer At least twice a year (As per survey

months defined for the state basis
rainy season)

The first testing with the help of NSV shall be conducted at the time of issue of
Completion Certificate.

232
 Schedule - L

(See Clause 12.2)

Completion Certificate

1. I, ……………………. (Name of the Authority’s Engineer), acting as the Authority’s

Engineer, under and in accordance with the Agreement dated ............ (the “Agreement”),
for Construction of 4 Lane V.U.P at Km 290+153 on NH-7 (New no. NH-44)
Semmadai, RE Wall & Retaining Wall approaches, 2 Lane Service Road (B/s), etc. in
the State of Tamil Nadu on EPC Mode. (the “Project Highway”) through ………………….
(Name of Contractor), hereby certify that the Tests in accordance with Article 12 of the
Agreement have been successfully undertaken to determine compliance of the Project
Highway with the provisions of the Agreement, and I am satisfied that the Project Highway
can be safely and reliably placed in service of the Users thereof.

2. It is certified that, in terms of the aforesaid Agreement, all works forming part
of Project Highway have been completed, and the Project Highway is hereby declared
fit for entry into operation on this the ……… day of ……… 20 , Scheduled Completed
Date for which was the ……… day of………20…..

SIGNED, SEALED AND DELIVERED

For and on behalf of the Authority’s Engineer by:

(Signature)

(Name)

(Designation) (Address)

233
 Schedule - M

(See Clauses 14.6, 15.2 and 19.7)

Payment Reduction for Non-Compliance

1. Payment reduction for non-compliance with the Maintenance Requirements

(i) Monthly lump sum payments for maintenance shall be reduced in the case of non-
compliance with the Maintenance Requirements set forth in Schedule-E.

(ii) Any deduction made on account of non-compliance with the Maintenance Requirements
shall not be paid even after compliance subsequently. The deductions shall continue to be
made every month until compliance is done.

(iii) The Authority’s Engineer shall calculate the amount of payment reduction on the basis of
weightage in percentage assigned to non-conforming items as given in Paragraph2.

2. Percentage reductions in lump sum payments on monthly basis

(i) The following percentages shall govern the payment reduction:

S. No. Item/Defect/Deficiency Percentage

(a) Carriageway/Pavement

(i) Potholes, cracks, other surface defects 15%

(ii) Repairs of Edges, Rutting 5%

(b) Road, Embankment, Cuttings, Shoulders

(i) Edge drop, inadequate cross fall, undulations, settlement, 10%

potholes, ponding, obstructions

(ii) Deficient slopes, raincuts, disturbed pitching, vegetation 5%

growth, pruning of trees

(c) Bridges and Culverts

(i) Desilting, cleaning. vegetation growth, damaged pitching, 20%

flooring, parapets, wearing course, footpaths, any damage to
foundations

(ii) Any Defects in superstructures, bearings and sub-structures 10%

(iii) Painting, repairs/replacement kerbs, railings, parapets, 5%

guideposts/crash barriers

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 S. No. Item/Defect/Deficiency Percentage
(d) Roadside Drains

(i) Cleaning and repair of drains 5%

(e) Road Furniture

(i) Cleaning, painting, replacement of road signs, delineators, road 5%

markings, 200 m/km/5th km stones

(f) Miscellaneous Items

(i) Removal of dead animals, broken down/accidented vehicles, 10%

fallen trees, road blockades or malfunctioning of mobile crane

(ii) Any other Defects in accordance with paragraph 1. 5%

(g) Defects in Other Project Facilities 5%

(ii) The amount to be deducted from monthly lump-sum payment for non-
compliance of particular item shall be calculated as under:

𝑅 = 𝑃/100 × (𝑀1 𝑜𝑟 𝑀2) × 𝐿1/𝐿

Where,

P= Percentage of particular item/Defect/deficiency for deduction

M1= Monthly lump-sum payment in accordance para 1.2 above of this Schedule

M2= Monthly lump-sum payment in accordance para 1.2 above of this ScheduleL1=

Non-complying length L = Total length of the road,

R= Reduction (the amount to be deducted for non-compliance for a particular

item/Defect/deficiency

The total amount of reduction shall be arrived at by summation of reductions for such
items/Defects/deficiency or non-compliance.

For any Defect in a part of one kilometer, the non-conforming length shall be taken as
one kilometer.

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 Schedule - N

(See Clause 18.1 (i))

Selection of Authority’s Engineer

1. Selection of Authority’s Engineer

(i) The provisions of the Model Request for Proposal for Selection of Technical
Consultants, issued by the Ministry of Finance in May 2009, or any substitute thereof shall
apply for selection of an experienced firm to discharge the functions and duties of an
Authority’s Engineer.

(ii) In the event of termination of the Technical Consultants appointed in accordance

with the provisions of Paragraph 1.1, the Authority shall appoint another firm of Technical
Consultants forthwith and may engage a government-owned entity in accordance with the
provisions of Paragraph 3 of this Schedule-N.

2. Terms of Reference

The Terms of Reference for the Authority’s Engineer (the “TOR”) shall substantially
conform with Annex 1 to this Schedule N.

3. Appointment of Government entity as Authority’s Engineer

Notwithstanding anything to the contrary contained in this Schedule, the Authority may in
its discretion appoint a government-owned entity as the Authority’s Engineer; provided
that such entity shall be a body corporate having as one of its primary functions the
provision of consulting, advisory and supervisory services for engineering projects;
provided further that a government-owned entity which is owned or controlled by the
Authority shall not be eligible for appointment as Authority’s Engineer.

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 Annex – I

(Schedule - N)

Terms of Reference for Authority’s Engineer

1. Scope

(i) These Terms of Reference (the “TOR”) for the Authority’s Engineer are being specified pursuant
to the EPC Agreement dated............ (the “Agreement), which has been entered into between
the [name and address of the Authority] (the “Authority”) and (the “Contractor”)# for
Construction of 4 Lane V.U.P at Km 290+153 on NH-7 (New no. NH-44) Semmadai, RE
Wall & Retaining Wall approaches, 2 Lane Service Road (B/s), etc. in the State of Tamil
Nadu on EPC Mode and a copy of which is annexed hereto and marked as Annex-A to form
part of this TOR.

(ii) The TOR shall apply to construction and maintenance of the Project Highway.

2. Definitions and interpretation

(i) The words and expressions beginning with or in capital letters and not defined
herein but defined in the Agreement shall have, unless repugnant to the context, the
meaning respectively assigned to them in the Agreement.

(ii) References to Articles, Clauses and Schedules in this TOR shall, except where the
context otherwise requires, be deemed to be references to the Articles, Clauses and
Schedules of the Agreement, and references to Paragraphs shall be deemed to be
references to Paragraphs of this TOR.

(iii) The rules of interpretation stated in Article 1 of the Agreement shall apply, mutatis
mutandis, to this TOR.

3. General

(i) The Authority’s Engineer shall discharge its duties in a fair, impartial and efficient
manner, consistent with the highest standards of professional integrity and Good
Industry Practice.

(ii) The Authority’s Engineer shall perform the duties and exercise the authority in
accordance with the provisions of this Agreement, but subject to obtaining prior
written approval of the Authority before determining:

(a) any Time Extension;

(b) any additional cost to be paid by the Authority to the Contractor;
(c) the Termination Payment; or
(d) issuance of Completion Certificate or

237
 (e) any other matter which is not specified in (a), (b), (c) or (d) above and which
creates a financial liability on either Party.

(iii) The Authority’s Engineer shall submit regular periodic reports, at least once every
month, to the Authority in respect of its duties and functions under this Agreement.
Such reports shall be submitted by the Authority’s Engineer within 10 (ten) days of the
beginning of every month.

(iv) The Authority’s Engineer shall inform the Contractor of any delegation of its duties and
responsibilities to its suitably qualified and experienced personnel; provided, however,
that it shall not delegate the authority to refer any matter for the Authority’s prior
approval in accordance with the provisions of Clause 18.2.

(v) The Authority’s Engineer shall aid and advise the Authority on any proposal for Change
of Scope under Article 13.

(vi) In the event of any disagreement between the Parties regarding the meaning, scope and
nature of Good Industry Practice, as set forth in any provision of the Agreement, the
Authority’s Engineer shall specify such meaning, scope and nature by issuing a
reasoned written statement relying on good industry practice and authentic literature.

4. Construction Period

(i) During the Construction Period, the Authority’s Engineer shall review and approve
the Drawings furnished by the Contractor along with supporting data, including the
geo-technical and hydrological investigations, characteristics of materials from
borrow areas and quarry sites, topographical surveys, and the recommendations of
the Safety Consultant in accordance with the provisions of Clause 10.1 (vi). The
Authority’s Engineer shall complete such review and approval and send its
observations to the Authority and the Contractor within 15 (fifteen) days of receipt
of such Drawings; provided, however that in case of a Major Bridge or Structure,
the aforesaid period of 15 (fifteen) days may be extended upto 30 (thirty) days. In
particular, such comments shall specify the conformity or otherwise of such
Drawings with the Scope of the Project and Specifications and Standards.

(ii) The Authority’s Engineer shall review and approve any revised Drawings sent to it
by the Contractor and furnish its comments within 10 (ten) days of receiving such
Drawings.

(iii) The Authority’s Engineer shall review and approve the Quality Assurance Plan
submitted by the Contractor and shall convey its comments to the Contractor
within a period of 21 (twenty one) days stating the modifications, if any, required
thereto.

(iv) The Authority’s Engineer shall complete the review and approve of the
methodology proposed to be adopted by the Contractor for executing the Works,
and convey its comments to the Contractor within a period of 10 (ten) days from
the date of receipt of the proposed methodology from the Contractor.

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(v) The Authority’s Engineer shall grant written approval to the Contractor, where
necessary, for interruption and diversion of the flow of traffic in the existing lane(s)
of the Project Highway for purposes of maintenance during the Construction Period
in accordance with the provisions of Clause10.4.

(vi) The Authority’s Engineer shall review the monthly progress report furnished by the
Contractor and send its comments thereon to the Authority and the Contractor
within 7 (seven) days of receipt of such report.

(vii) The Authority’s Engineer shall inspect the Construction Works and the Project
Highway and shall submit a monthly Inspection Report bringing out the results of
inspections and the remedial action taken by the Contractor in respect of Defects
or deficiencies. In particular, the Authority’s Engineer shall include in its Inspection
Report, the compliance of the recommendations made by the Safety Consultant.

(viii) The Authority’s Engineer shall conduct the pre-construction review of

manufacturer's test reports and standard samples of manufactured Materials, and
such other Materials as the Authority’s Engineer may require.

(ix) For determining that the Works conform to Specifications and Standards, the
Authority’s Engineer shall require the Contractor to carry out, or cause to be carried
out, tests at such time and frequency and in such manner as specified in the
Agreement and in accordance with Good Industry Practice for quality assurance.
For purposes of this Paragraph 4 (ix), the tests specified in the IRC Special
Publication-11 (Handbook of Quality Control for Construction of Roads and
Runways) and the Specifications for Road and Bridge Works issued by MORTH (the
“Quality Control Manuals”) or any modification/substitution thereof shall be
deemed to be tests conforming to Good Industry Practice for quality assurance.

(x) The Authority’s Engineer shall test check at least 50 (fifty) percent of the quantity
or number of tests prescribed for each category or type of test for quality control
by the Contractor.

(xi) The timing of tests referred to in Paragraph4 (ix), and the criteria for acceptance/
rejection of their results shall be determined by the Authority’s Engineer in
accordance with the Quality Control Manuals. The tests shall be undertaken on a
random sample basis and shall be in addition to, and independent of, the tests that
may be carried out by the Contractor for its own quality assurance in accordance
with Good Industry Practice.

(xii) In the event that results of any tests conducted under Clause 11.10 establish any
Defects or deficiencies in the Works, the Authority’s Engineer shall require the
Contractor to carry out remedial measures.

(xiii) The Authority’s Engineer may instruct the Contractor to execute any work which is
urgently required for the safety of the Project Highway, whether because of an
accident, unforeseeable event or otherwise; provided that in case of any work

239
 required on account of a Force Majeure Event, the provisions of Clause 21.6 shall
apply.

(xiv) In the event that the Contractor fails to achieve any of the Project Milestones, the
Authority’s Engineer shall undertake a review of the progress of construction and
identify potential delays, if any. If the Authority’s Engineer shall determine that
completion of the Project Highway is not feasible within the time specified in the
Agreement, it shall require the Contractor to indicate within 15 (fifteen) days the
steps proposed to be taken to expedite progress, and the period within which the
Project Completion Date shall be achieved. Upon receipt of a report from the
Contractor, the Authority’s Engineer shall review the same and send its comments
to the Authority and the Contractor forthwith.

(xv) The Authority’s Engineer shall obtain from the Contractor a copy of all the
Contractor’s quality control records and documents before the Completion
Certificate is issued pursuant to Clause12.2.

(xvi) Authority’s Engineer may recommend to the Authority suspension of the whole or
part of the Works if the work threatens the safety of the Users and pedestrians.
After the Contractor has carried out remedial measure, the Authority’s Engineer
shall inspect such remedial measures forth with and make a report to the Authority
recommending whether or not the suspension hereunder may be revoked.

(xvii) In the event that the Contractor carries out any remedial measures to secure the
safety of suspended works and Users, and requires the Authority’s Engineer to
inspect such works, the Authority’s Engineer shall inspect the suspended works
within 3 (three) days of receiving such notice, and make a report to the Authority
forthwith, recommending whether or not such suspension may be revoked by the
Authority.

(xviii) The Authority’s Engineer shall carry out, or cause to be carried out, all the Tests
specified in Schedule-K and issue a Completion Certificate, as the case may be. For
carrying out its functions under this Paragraph4 (xviii) and all matters incidental
thereto, the Authority’s Engineer shall act under and in accordance with the
provisions of Article 12 and Schedule-K.

5. Maintenance Period

(i) TheAuthority’sEngineershallaidandadvisetheContractorinthepreparation of its

monthly Maintenance Programme and for this purpose carry out a joint monthly
inspection with the Contractor.

(ii) The Authority’s Engineer shall undertake regular inspections, at least once every
month, to evaluate compliance with the Maintenance Requirements and submit a
Maintenance Inspection Report to the Authority and the Contractor.

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 (iii) The Authority’s Engineer shall specify the tests, if any, that the Contractor shall
carry out, or cause to be carried out, for the purpose of determining that the Project
Highway is in conformity with the Maintenance Requirements. It shall monitor and
review the results of such tests and the remedial measures, if any, taken by the
Contractor in this behalf.

(iv) In respect of any defect or deficiency referred to in Paragraph 3 of Schedule- E, the

Authority’s Engineer shall, in conformity with Good Industry Practice, specify the
permissible limit of deviation or deterioration with reference to the Specifications
and Standards and shall also specify the time limit for repair or rectification of any
deviation or deterioration beyond the permissible limit.

(v) The Authority’s Engineer shall examine the request of the Contractor for closure of
any lane(s) of the Project Highway for undertaking maintenance/repair thereof,
and shall grant permission with such modifications, as it may deem necessary,
within 5 (five) days of receiving a request from the Contractor. Upon expiry of the
permitted period of closure, the Authority’s Engineer shall monitor the reopening
of such lane(s), and in case of delay, determine the Damages payable by the
Contractor to the Authority under Clause14.5.

6. Determination of costs and time

(i) The Authority’s Engineer shall determine the costs, and/or their reasonableness,
that are required to be determined by it under the Agreement.

(ii) The Authority’s Engineer shall determine the period of Time Extension that is
required to be determined by it under the Agreement.

(iii) The Authority’s Engineer shall consult each Party in every case of determination in
accordance with the provisions of Clause18.5.

7. Payments

(i) The Authority’s Engineer shall withhold payments for the affected works for which
the Contractor fails to revise and resubmit the Drawings to the Authority’s Engineer
in accordance with the provisions of Clause 10.2 (iv)(d).

(ii) Authority’s Engineer shall -

(a) within 10 (ten) days of receipt of the Stage Payment Statement from the
Contractor pursuant to Clause 19.4, determine the amount due to the
Contractor and recommend the release of 90 (ninety) percent of the amount so
determined as part payment, pending issue of the Interim Payment Certificate;
and
(b) within 15 (fifteen) days of the receipt of the Stage Payment Statement referred
to in Clause 19.4, deliver to the Authority and the Contractor an Interim
Payment Certificate certifying the amount due and payable to the Contractor,
after adjustments in accordance with the provisions of Clause 19.10.

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 (iii) The Authority’s Engineer shall, within 15 (fifteen) days of receipt of the Monthly
Maintenance Statement from the Contractor pursuant to Clause 19.6, verify the
Contractor’s monthly statement and certify the amount to be paid to the Contractor
in accordance with the provisions of the Agreement.

(iv) The Authority’s Engineer shall certify final payment within 30 (thirty) days of the
receipt of the final payment statement of Maintenance in accordance with the
provisions of Clause 19.16.

8. Other duties and functions

The Authority’s Engineer shall perform all other duties and functions as specified in the
Agreement.

9. Miscellaneous

(i) A copy of all communications, comments, instructions, Drawings or

DocumentssentbytheAuthority’sEngineertotheContractorpursuanttothis TOR, and
a copy of all the test results with comments of the Authority’s Engineer thereon,
shall be furnished by the Authority’s Engineer to the Authority forthwith.

(ii) The Authority’s Engineer shall retain at least one copy each of all Drawings and
Documents received by it, including ‘as-built’ Drawings, and keep them in its safe
custody.

(iii) Within 90 (ninety) days of the Project Completion Date, the Authority’s Engineer
shall obtain a complete set of as-built Drawings, in 2 (two) hard copies and in micro
film form or in such other medium as may be acceptable to the Authority, reflecting
the Project Highway as actually designed, engineered and constructed, including an
as-built survey illustrating the layout of the Project Highway and set back lines, if
any, of the buildings and structures forming part of Project Facilities; and shall hand
them over to the Authority against receipt thereof.

(iv) The Authority’s Engineer, if called upon by the Authority or the Contractor or both,
shall mediate and assist the Parties in arriving at an amicable settlement of any
Dispute between the Parties.

(v) TheAuthority’sEngineershallinformtheAuthorityandtheContractorofany event of

Contractor’s Default within one week of its occurrence.

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 Schedule - O
(See Clauses 19.4 (i), 19.6 (i), and 19.8 (i))
Forms of Payment Statements
1. Stage Payment Statement for Works

The Stage Payment Statement for Works shall state:

a) the estimated amount for the Works executed in accordance with Clause 19.3 (i)
subsequent to the last claim;
b) amounts reflecting adjustments in price for the aforesaid claim;
c) the estimated amount of each Change of Scope Order executed subsequent to the last
claim;
d) amounts reflecting adjustment in price, if any, for (c) above in accordance with the
provisions of Clause 13.2 (iii)(a);
e) total of (a), (b), (c) and (d)above;
f) Deductions:
i. Any amount to be deducted in accordance with the provisions of the
Agreement except taxes;
ii. Any amount towards deduction of taxes; and
iii. Total of (i) and (ii) above.
g) Net claim: (e) – (f) (iii);
The amounts received by the Contractor up to the last claim:
i. For the Works executed (excluding Change of Scope orders);
ii. For Change of Scope Orders, and
iii. Taxes deducted

2. Monthly Maintenance Payment Statement

The monthly Statement for Maintenance Payment shall state:

a) the monthly payment admissible in accordance with the provisions of the

Agreement;
b) the deductions for maintenance work not done;
c) net payment for maintenance due, (a) minus(b);
d) amounts reflecting adjustments in price under Clause 19.12; and
e) amount towards deduction of taxes

3. Contractor’s claim for Damages

Note: The Contractor shall submit its claims in a form acceptable to the Authority.

243
 Schedule - P
(See Clause 20.1)

Insurance

1. Insurance during Construction Period

(i) The Contractor shall effect and maintain at its own cost, from the Appointed Date
till the date of issue of the Completion Certificate, the following
insurancesforanylossordamageoccurringonaccountofNonPoliticalEvent of Force
Majeure, malicious act, accidental damage, explosion, fire and terrorism:

a) insurance of Works, Plant and Materials and an additional sum of 15 (fifteen)

per cent of such replacement cost to cover any additional costs of and
incidental to the rectification of loss or damage including professional fees and the cost
of demolishing and removing any part of the Works and of removing debris of
whatsoever nature; and
b) Insurance for the Contractor's equipment and Documents brought on to the Site
by the Contractor, for a sum sufficient to provide for their replacement at the Site.
(ii) The insurance under sub para (a)and(b) of paragraph 1(i)above shall cover the
Authority and the Contractor against all loss or damage from any cause arising under
paragraph 1.1 other than risks which are not insurable at commercial terms.

2. Insurance for Contractor's Defects Liability

The Contractor shall effect and maintain insurance cover of not less than 15% of the
Contract Price for the Works from the date of issue of the Completion
CertificateuntiltheendoftheDefectsLiabilityPeriodforanylossordamage for which the
Contractor is liable and which arises from a cause occurring prior to the issue of the
Completion Certificate. The Contractor shall also maintain other insurances for
maximum sums as may be required under the Applicable Laws and in accordance with
Good Industry Practice.

3. Insurance against injury to persons and damage to property

(i) The Contractor shall insure against its liability for any loss, damage, death
or bodily injury, or damage to any property (except things insured under
Paragraphs 1 and 2 of this Schedule or to any person (except persons insured
under Clause 20.9), which may arise out of the Contractor's performance of this
Agreement. This insurance shall be for a limit per occurrence of not less than the
amount stated below with no limit on the number of occurrences. The insurance
cover shall be not less than: Rs. 2 Crore (Rupees Two crore only)

(ii) The insurance shall be extended to cover liability for all loss and damage to the
Authority’s property arising out of the Contractor’s performance of this Agreement
excluding:

244
 a) The Authority's right to have the construction works executed on, over, under, in
or through any land, and to occupy this land for the Works; and
b) Damage which is an unavoidable result of the Contractor's obligations to execute
the Works.

4. Insurance to be in joint names

The insurance under paragraphs 1 to 3 above shall be in the joint names of the
Contractor and the Authority.

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 Schedule-Q

(See Clause 14.10)

Tests on Completion of Maintenance Period

1. Riding Quality test:

Riding quality test: Riding quality of each lane of the carriageway shall be checked with
the help of a calibrated bump integrator and the maximum permissible roughness for
purposes of this Test shall be 2,200 (two thousand and two hundred only) mm for each
kilometre.

2. Visual and physical test:

The Authority’s Engineer shall conduct a visual and physical check of construction to
determine that all works and equipment forming part thereof conform to the
provisions of this Agreement. The physical tests shall include measurement of cracking,
rutting, stripping and potholes and shall be as per the requirement of maintenance
mentioned in Schedule-E.

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 Schedule-R

(See Clause 14.10)

Taking Over Certificate

I, ........................ (Name and designation of the Authority’s Representative) under and in accordance
with the Agreement dated………… (the “Agreement”), for Construction of 4 Lane V.U.P at Km
290+153 on NH-7 (New no. NH-44) Semmadai, RE Wall & Retaining Wall approaches, 2
Lane Service Road (B/s), etc. in the State of Tamil Nadu on EPC Mode.

through …………………. (Name of Contractor), hereby certify that the Tests on completion of
Maintenance Period in accordance with Article 14 of the Agreement have been successfully
undertaken to determine compliance of the Project Highway with the provisions of the Agreement
and I hereby certify that the Authority has taken over the Project highway from the Contractor on
this day.........

SIGNED, SEALED ANDDELIVERED

(Signature)

(Name and designation of Authority’s Representative)

(Address)

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 SCHEDULE – S

Procedure for Dispute Resolution Board

The parties to the Contract Agreement mutually agree as follows:

1) The Board shall comprise of three Members having experience in the field of construction
or have been involved in the Works related to construction and with the interpretation of
contractual documents. One Member shall be selected by each of the Authority and the
Contractor from the list maintained by NHAI hosted on its website (www.nhai.gov.in). In
the event the parties fail to select the member within 28 days of the date of the signing of
Contract Agreement, in that eventuality, upon the request of either or both parties such
Member shall be selected by SAROD within 14 days. The third Member shall be selected
by the other two members from the same list. If the two Members selected by or on behalf
of the parties fail to select the third Member within 14 days after the later of their
selections, then upon the request of either or both parties such third Member shall be
selected by SAROD within 14 days. The third Member shall serve as Chairman of the Board

2) The Board shall be constituted when each of the three Board Members has signed a Board
Member's declaration of Acceptance as required by the DRB's rules and procedures
(which, along with the declaration of acceptance form, are attached as Annexure
herewith).

3) In the event of death, disability, or resignation of any Member, such Member shall be
replaced in the same manner as the Member being replaced was selected. If for any other
reason, a Member fails or is unable to serve, the Chairman (or failing the action of the
Chairman then either of the other Members) shall inform the Parties and such non-serving
Member shall be replaced in the same manner as the Member being replaced was
selected. Any replacement made by the parties shall be completed within 28 days after
the event giving rise to the vacancy on the Board, failing which the replacement shall be
made by SAROD in the same manner as described above. Replacement shall be considered
complete when the new Member signs the Board Member's Declaration of Acceptance.
Throughout any replacement process, the Members not being replaced shall continue to
serve and the Board shall continue to function and its activities shall have the same force
and effect as if the vacancy had not occurred, provided, however, that the Board shall not
conduct a hearing nor issue a decision until the replacement is completed

4) If either the Authority or the Contractor is dissatisfied with any decision of the Board,
and/or if the Board fails to issue its decision within 56 days after receipt of all the
pleadings (along with the supporting documents) of the parties by the Chairman of the
Board or any extension mutually agreed upon by the Authority and the Contractor, in such
a case, either the Authority or the Contractor may, within 28 days after his receipt of the
decision, or within 28 days after the expiry of the said period, as the case may be, give
notice to the other party, with a copy for information to the Authority Engineer, of his
intention to refer the matter to the Conciliation Committee of Independent Experts (CCIE)
of the Authority for Conciliation/amicable settlement.

5) It is mandatory to refer all the disputes to DRB before issuance of completion certificate

248
 and satisfactory completion of punch list items. No dispute shall be entertained after
completion of aforementioned date.

6) If the Board has issued a decision to the Authority and the Contractor within the said 56
days or any extension mutually agreed upon by the Authority and the Contractor and no
notice of intention to commence Conciliation by the Conciliation Committee of
Independent Experts (CCIE) of the Authority for Conciliation/amicable settlement as to
such dispute has been given by either the Authority or the Contractor within 28 days after
the parties received such decision from the Board, the decision shall become final and
binding upon the Authority and Contractor.

7) Whether or not it has become final and binding upon the Authority and the Contractor, a
decision shall be admissible as evidence in any subsequent dispute resolution procedure,
including any arbitration or litigation having any relation to the dispute to which the
decision relates.

8) All decision of DRB which have become final and binding or till they have been reversed
in subsequent conciliation/Arbitration process shall be implemented by the parties
forthwith. Such implementation shall also include any relevant action of the Authority
Engineer

9) If during the Contract Period, the Authority and the Contractor are of the opinion that the
Disputes Resolution Board is not performing its functions properly, the Authority and the
Contractor may together disband the Disputes Resolution Board and reconstitute it. In
that case, a new board shall be selected in accordance with the provisions applying to the
selection of the original Board as specified above, except that words "within 28 days after
the signing of this Contract Agreement" shall be replaced by the words "within 28 days
after the date on which the notice disbanding the original Board became effective”.

10) The Authority and the Contractor shall jointly sign a notice specifying that the Board shall
stand disbanded with effect from the date specified in the notice. The notice shall be
posted by email to each Member of the Board. A Member shall be deemed to have received
the e mail even if he refuses to have received the same.

11) All other terms and conditions of the original Contract Agreement shall remain
unaltered/unaffected and the parties shall remain bound by terms and conditions as
contained therein.

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 Annexure to Schedule-S

Disputes Resolution Board’s Rules and Procedures

1. Except for providing the services required hereunder, the Board Members shall not give any
advice to either party or to the Authority Engineer concerning conduct of the Works. The
Board Members:

(a). Shall have no financial interest in any party to the Contract Agreement, or the Authority
Engineer, or a financial interest in the Contract, except for payment for services on the
Board.

(b). Shall have had no previous employment by, or financial ties to, any party to the Contract
Agreement, or the Authority Engineer, except for fee based consulting services/advisers
on other projects, and/or be Retired Government Officers (not connected in whole or
part with the project), all of which must be disclosed in writing to both parties prior to
appointment to the Board.

(c). Shall have disclosed in writing to both parties prior to appointment to the Board any
and all recent or close professional or personal relationships with any director, officer,
or employee of any party to the Contract Agreement, or the Authority Engineer, and any
and all prior involvement in the project to which the Contract relates;

(d). Shall not, while Board member, be employed whether as a consultant or adviser or
otherwise by either party to the Contract Agreement, or the Authority Engineer, except
as a Board Member, without the prior consent of the parties and the other Board
Members,

(e). Shall not, while a Board Member, engage in discussion or make any agreement with any
party to the Contract Agreement, or with the Authority Engineer, regarding employment
whether as a consultant or otherwise whether after the Contract is completed or after
service as a Board Member is completed

(f). Shall remain and be impartial and Independent of the parties and shall disclose in
writing to the Authority, the Contractor and one another any fact or circumstance which
might be such as to cause either the Authority or the Contractor to question the
continued existence of the impartiality and independence required of Board Members;
and

(g). Shall be fluent in the language of the Contract.

2. Except for its participation in the Board's activities as provided in the Contract and in this
Agreement none of the Authority, the Contractor, and or the Authority Engineer shall solicit
advice or consultation from the Board or the Board Members on matters dealing with the
conduct of the Works.

3. The Contractor shall:

(a). Furnish to each Board member one copy of all documents which the Board may request

250
 including Contract Agreement, progress reports and other documents pertinent to the
performance of the Contract Agreement.

(b). In cooperation with the Authority, coordinate the site visits of the Board, including
conference facilities, and secretarial and copying service.

4. The Board shall begin its activities following the signing of a Board Member's Declaration of
Acceptance by all three Board Members, and it shall terminate these activities as set forth
below:

(a). The Board shall terminate its regular activities when either (i) issuance of completion
certificate and completion of punch list items or (ii) the parties have terminated the
Contract and when, in either case, the Board has communicated to the parties and the
Authority Engineer its decision on all disputes previously referred to it.

(b). Once the Board has terminated its regular activities as provided by the previous
paragraph, the Board shall remain available to process any dispute referred to it by
either party. In case of such a referral, Board Members shall receive payments as
provided in paragraphs 7(a) (ii), (iii) and (iv).

5. Board Members shall not assign or subcontract any of their work under these Rules and
Procedures.

6. The Board Members are Independent and not employees or agents of either the Authority
or the Contractor.

7. Payments to the Board Members for their services shall be governed by the following
provisions:

(a). Each Board Member will receive payments as follows:

i. A retainer fee per calendar month as specified in the schedule of fee made part of
this Schedule and its revision from time to time. This retainer fee shall be considered
as payment in full for:

(A).Being available, on 7 days' notice, for all hearings, Site Visits, and other meetings
of the Board.

(B).Being conversant with all project developments and maintaining relevant files.

(C). All offices and overhead expenses such as secretarial services, photocopying and
office supplies (but not include telephone calls, faxes and telexes) incurred in
connection with the duties as a Board Member

ii. A daily fee as specified in the schedule of fee in respect of fee for site visit & meeting,
fee for meeting/ hearing not at site and extra charges for days (max. of 02 days for
travel on each occasion) other than hearing/meeting days.

iii. Expenses, in addition to the above, all reasonable and necessary travel expenses

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 (including economy class air fare, subsistence, and other direct travel expenses).
Receipts for all expenses in excess of Rs. 2000/- (Rupees Two Thousand only) shall
be provided.

iv. Reimbursement of any taxes that may be levied on payments made to the Board
Member pursuant to this paragraph 7.

(b). The retainer fee and other fees shall remain fixed for the period of each Board Member’s
term until revised by NHAI.

(c). Phasing out of monthly retainer fee. Beginning with the next month after the completion
certificate (or, if there are more than one, the one issued last) has been issued, the Board
members shall receive only one-third of the monthly retainer fee till next one year.
Beginning with the next month after the Board has terminated its regular activities
pursuant to paragraph 4(a) above, the Board members shall no longer receive any
monthly retainer fee.

(d). Payments to the Board Members shall be shared equally by the Authority and the
Contractor. The concerned Project Implementation Unit (PIU) of Authority shall pay
members’ invoices within 30 calendar days after receipt of such invoices and shall
invoice the Contractor for one-half of the amounts of such invoices. The Contractor shall
pay such invoices within 30 days’ time period after receipt of such invoices.

8. Board Site Visits:

(a). The Board shall visit the Site and meet the representatives of the Authority, the
Contractor and the Authority Engineer at regular intervals, at times of critical
construction events, at the written request of either party, and in any case not less than
6 times in any period of 12 months. The timing of Site visits shall be as agreed among
the Authority, the Contractor and the Board, but failing agreement shall be fixed by the
Board.

(b). Site visits shall include an informal discussion of the status of the construction of the
Works. Site visits shall be attended by personnel from the Authority, the Contractor and
the Authority Engineer

(c). At the conclusion of each Site visit, the Board shall prepare a report covering its activities
during the visit and shall send copies to the parties and to the Authority Engineer.

9. Procedure for Dispute Referral to the Board:

(a). If either party objects to any action or inaction of the other party or the Authority
Engineer, the objecting party may file a written Notice of Dispute to the other party with
a copy to the Authority Engineer stating that it is given pursuant to the Agreement and
state clearly and in details the basis of the dispute.

(b). The party receiving the Notice of Dispute will consider it and respond to it in writing
within 14 days after receipt.

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 (c). This response shall be final and conclusive on the subject, unless a written appeal to the
response is filed with the responding party within 10 days after receiving the response
and call upon Authority Engineer to mediate and assist the parties in arriving an
amicable settlement thereof. Both parties are encouraged to pursue the matter further
to attempt to settle the dispute.

(d). If the Authority Engineer receiving the Notice of Dispute fails to provide a written
response within 14 days after receipt of such Notice or failing mediation by Authority
Engineer, either party may require such dispute to be referred to the Board, either party
may refer the dispute to the Board by written Request to the Board. The Request for
decision shall state clearly and in full detail the specific issues of the dispute (s) to be
considered by Board and shall be addressed to the Chairman of the Board, with copies
to the other Board Members, the other party, and the Authority Engineer, and it shall
state that it is made pursuant to this Agreement.

(e). When a dispute is referred to the Board, and the Board is satisfied that the dispute
requires the Board's assistance, the Board decide when to conduct a hearing on the
dispute. The Board may request that written documentation and arguments from both
parties be submitted to each Board Member before the hearing begins. The parties shall
submit insofar as possible agreed statements of the relevant facts.

(f). During the hearing, the Contractor, the Authority, and the Authority Engineer shall each
have ample opportunity to be heard and to offer evidence. The Board's decision for
resolution of the dispute will be given in writing to the Authority, the Contractor and the
Authority Engineer as soon as possible, and in any event not more than 56 days or any
mutually extended period between the Authority and the Contractor. The time period of
56 days of issuance of DRB decision will reckon/start from the day of first hearing that
begins after submission of complete pleadings (including supporting documents, if any)
by the parties.

10. Conduct of Hearings:

(a). Normally hearings will be conducted at the Site, but any location that would be more
convenient and still provide all required facilities and access to necessary
documentation may be utilized by the Board. Private session of the Board may be held
at any cost-effective location convenient to the Board. Video recordings of all hearings
shall invariably be made.

(b). The Authority, the Authority Engineer and the Contractor shall be given opportunity to
have representatives at all hearings. Parties should restrain to bring any Advocate/Law
Firm during DRB hearings.

(c). During the hearings, no Board Member shall express any opinion concerning the merit
of the respective arguments of the parties.

(d). After the hearings are concluded, the Board shall meet privately to formulate its
decision. The private meeting (s) of the Board shall not exceed 3 sittings. All Board
deliberations shall be conducted in private, with all Members' individual views kept

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 strictly confidential. The Board's decisions, together with an explanation of its reasoning
shall be submitted in writing to both parties and to the Authority Engineer. The decision
shall be based on the pertinent Contract provisions, applicable laws and regulations and
the facts and circumstances involved in the dispute.

(e). The Board shall make every effort to reach a unanimous decision. If this proves
impossible the majority shall decide and the dissenting Member may prepare a written
minority report together with an explanation of its reasoning for submission to both
parties and to the Authority Engineer.

11. In all procedural matters, including the furnishing of written documents and arguments
relating to disputes, site visits and conduct of hearings, the Board shall have full and the
final authority. If a unanimous decision on any such matter proves impossible, the
majority shall prevail.

12. After having been selected and where necessary approved each Board Member shall sign
two copies of the following declaration and make one copy available each to the
Authority and to the Contractor.

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 “BOARD MEMBER’S DECLARATION OF ACCEPTANCE”

WHEREAS

(a). A Contract Agreement (the Contract) for the project [fill in the name of
project] has been signed on [fill in date] between [name of
Authority] and [name of Contractor] (the Contractor);

(b). The provisions of Agreement and Dispute Resolution Board’s rules and procedure provided
for establishment and operation of Dispute Resolution Board (DRB).

(c). The undersigned has been selected to serve as a Board Member on said Board;

NOW THEREFORE, the undersigned Board Member hereby declares as follows:

1. I accept the selection as a Board Member and agree to serve on the Board and to be
bound by the provisions of Contract Agreement and rules and procedure provided for
establishment and operation of Dispute Resolution Board (DRB).

2. With respect to paragraph 1 of Dispute Resolution Board’s Rules and Procedure. said
Annex A, I declare

(a). that I have no financial interest of the kind referred to in subparagraph (a):

(b). that I have had no previous employment nor financial ties of the kind referred
to in subparagraph (b); and

(c). that I have made to both parties any disclosures that may be required by sub-
paragraphs (b) and (c).

3. I declare that I have no. of Arbitrations (list enclosed) and no. of DRBs (list enclosed)in
progress and that I will give sufficient time for the current assignment.

BOARD MEMBER

(insert name of Board Member)

Date:

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 Schedule of expenses and fees payable to the

Member (s) of Dispute Resolution Board (DRB)

The fee and other expenses payable to the Members of DRB shall be as under:-

S. No. PARTICULAR AMOUNT PAYABLE

1. Retainer-ship fee, secretarial Rs. 50,000/- per month for one

assistance and incidental charges package and maximum of Rs. 75,000/-
(telephone, fax, postage etc.) per month for 2 or more packages
2. (i) Fee for site visit or meetings at site Rs. 25,000/- per day
(ii) Fee for meetings/hearings not at site Rs. 10,000/- per day
3. Traveling expenses Economy class by air, AC first class by
train and AC taxi by road

4. Lodging & Boarding Rs. 15,000/- per day (Metro Cities); or

Rs. 10,000/- per day (in other cities);
or Rs. 5,000/- per day (own
arrangement)
5. Extra charges for days other than Rs. 5,000/-
hearing/ meeting days (travel days
maximum of 2 days on each occasion)
6. Local conveyance Rs. 2,000/-

Notes:

(i) Lodging, boarding and travelling expenses will be allowed only for those members
who are residing 100 kms away from the place of meeting.

(ii) Delhi, Mumbai, Chennai, Kolkata, Bangalore and Hyderabad shall be considered as
Metro Cites.

(iii) The above schedule of fee and expenses shall be applicable on or after the date of
issue of this circular.

The expenses are to be shared equally by the parties i.e. Authority and Contractor.

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***** End of the Document *****

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