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2
Engineering Procurement and Construction (EPC)

Agreement
For

[Name of the Road/Bridge Work]

CHIEF ENGINEER

PWD BRIDGE ZONE

BHOPAL

MONTH YEAR

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 Table of Contents

Part I

Preliminary

1 DefinitionsandInterpretations 18
1.1 Definitions 18
1.2 Interpretation 26
1.3 Measurementsandarithmeticconventions 28
1.4 Priorityofagreements anderrors/discrepancies 28
1.5 Jointandseveralliability 29

Part II

Scope of Project

2 Scope of the Project

2.1 Scope of the Project 31

3 Obligations of the Authority

3.1 Obligations of the Authority 32
3.2 Maintenance obligations prior to the Appointed Date 33
3.3 Environmental Clearances 33
3.4 Deemed Termination upon delay 34

4 Obligations of the Contractor

4.1 Obligations of the Contractor 35
4.2 Obligations relating to sub-contracts and any other agreements 37
4.3 Employment of foreign nationals 38
4.4 Contractor’s personnel 38
4.5 Advertisement on Project 39
4.6 Contractor's care of the Works 39
4.7 Electricity, water and other services 39
4.8 Unforeseeable difficulties 39
4.9 Co-ordination of the Works 39
4.10 Environmental Measures 40
4.11 Site Data 40
4.12 Sufficiency of Contract Price 41

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 4.13 Clearance of the Site 41

5 Representations and Warranties

5.1 Representations and warranties of the Contractor 42
5.2 Representations and warranties of the Authority 45
5.3 Disclosure 46

6 Disclaimer
6.1 Disclaimer 47

Part III

Construction and Maintenance

7 Performance Security
7.1 Performance Security 49
7.2 Extension of Performance Security and Additional Performance Security 49
7.3 Appropriation of Performance Security 50
7.4 Release of Performance Security 50
7.5 Retention Money 50

8 Right of Way
8.1 The Site 52
8.2 Procurement of the Site 52
8.3 Damages for delay in handing over the Site 53
8.4 Site to be free from Encumbrances 54
8.5 Protection of Site from encroachments 55
8.6 Special/ temporary Right of Way 55
8.7 Access to the Authority and the Authority’s Engineer 55
8.8 Geological and archaeological finds 55

9 Utilities and Trees

9.1 Existing utilities and roads 57
9.2 Shifting of obstructing utilities 57
9.3 New utilities 57
9.4 Felling of trees 58
9.5 Dismantling of structures 58
9.6 Development Period 58

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10 Design and Construction of the Project
10.1 Obligations prior to commencement of Works 60
10.2 Design and Drawings 62
10.3 Construction of the Project 64
10.4 Maintenance during Construction Period 65
10.5 Extension of time for completion 66
10.6 Incomplete Works 67
10.7 Maintenance Manual 68
10.8 As-Built Records 68
10.9 Contractor's Use of Authority’s Documents 68

11 Quality Assurance, Monitoring and Supervision

11.1 Quality of Materials and workmanship 69
11.2 Quality control system 69
11.3 Methodology 69
11.4 Inspection and technical audit by the Authority 70
11.5 External technical audit 70
11.6 Inspection of construction records 70
11.7 Monthly progress reports 70
11.8 Inspection 71
11.9 Samples 72
11.10 Tests 72
11.11 Examination of work before covering up 72
11.12 Rejection 73
11.13 Remedial work 73
11.14 Delays during construction 74
11.15 Quality control records and Documents 74
11.16 Video recording 74
11.17 Suspension of unsafe Construction Works 74
11.18 Staff and Labour 75

12 Completion Certificate
12.1 Tests on Completion 78
12.2 Completion Certificate 78
12.3 Rescheduling of Tests 79

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13 Change of Scope
13.1 Change of Scope 80
13.2 Procedure for Change of Scope 80
13.3 Payment for Change of Scope 82
13.4 Restrictions on Change of Scope 82
13.5 Power of the Authority to undertake Works 83

14 Maintenance
14.1 Maintenance obligations of the Contractor 84
14.2 Maintenance Requirements 85
14.3 Maintenance Programme 85
14.4 Safety, vehicle breakdowns and accidents 86
14.5 Lane closure 86
14.6 Reduction of payment for non-performance of Maintenance obligations 86
14.7 Authority’s right to take remedial measures 87
14.8 Restoration of loss or damage to Project 87
14.9 Overriding powers of the Authority 87
14.10 Taking over Certificate 88

15 Supervision and Monitoring during Maintenance

15.1 Inspection by the Contractor 89
15.2 Inspection and payments 89
15.3 Tests 90
15.4 Reports of unusual occurrence 90

16 Traffic Regulation
16.1 Traffic regulation by the Contractor 91

17 Defects Liability
17.1 Defects Liability Period 92
17.2 Remedying Defects 92
17.3 Cost of remedying Defects 93
17.4 Contractor’s failure to rectify Defects 93
17.5 Extension of Defects Liability Period 93

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18 Authority’s Engineer
18.1 Appointment of the Authority’s Engineer 94
18.2 Duties and authority of the Authority’s Engineer 94
18.3 Delegation by the Authority’s Engineer 94
18.4 Instructions of the Authority’s Engineer 95
18.5 Determination by the Authority’s Engineer 95
18.6 Remuneration of the Authority’s Engineer 96
18.7 Termination of the Authority’s Engineer 96

Part IV

Financial Covenants

19 Payments
19.1 Contract Price 98
19.2 Advance Payment 98
19.3 Procedure for estimating the payment for the Works 100
19.4 Stage Payment Statement for Works 101
19.5 Stage Payment for Works 101
19.6 Monthly Maintenance Statement of the Project 101
19.7 Payment for Maintenance of the Project 102
19.8 Payment of Damages 102
19.9 Time of payment and interest 103
19.10 Price adjustment for the Works 103
19.11 Restrictions on price adjustment 106
19.12 Price adjustment for Maintenance of Project 106
19.13 Final Payment Statement 107
19.14 Discharge 107
19.15 Final Payment Certificate 107
19.16 Final payment statement for Maintenance 108
19.17 Change in law 108
19.18 Correction of Interim Payment Certificates 109
19.19 Authority’s claims 109
19.20 Bonus for early completion 109

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20 Insurance
20.1 Insurance for Works and Maintenance 110
20.2 Notice to the Authority 111
20.3 Evidence of Insurance Cover 111
20.4 Remedy for failure to insure 111
20.5 Waiver of subrogation 112
20.6 Contractor’s waiver 112
20.7 Cross liabilities 112
20.8 Accident or injury to workmen 112
20.9 Insurance against accident to workmen 112
20.10 Application of insurance proceeds 113
20.11 Compliance with policy conditions 113
20.12 General Requirements of Insurance Policies 113

Part V

Force Majeure and Termination

21 Force Majeure
21.1 Force Majeure 116
21.2 Non-Political Event 116
21.3 Indirect Political Event 117
21.4 Political Event 117
21.5 Duty to report Force Majeure Event 117
21.6 Effect of Force Majeure Event on the Agreement 118
21.7 Termination Notice for Force Majeure Event 119
21.8 Termination Payment for Force Majeure Event 119
21.9 Dispute resolution 120
21.10 Excuse from performance of obligations 120

22 Suspension of Contractor’s Rights

22.1 Suspension upon Contractor Default 121
22.2 Authority to act on behalf of Contractor 121
22.3 Revocation of Suspension 121
22.4 Termination 121

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23 Termination
23.1 Termination for Contractor Default 123
23.2 Termination for Authority Default 125
23.3 Termination for Authority’s convenience 125
23.4 Requirements after Termination 125
23.5 Valuation of Unpaid Works 126
23.6 Termination Payment 126
23.7 Other rights and obligations of the Parties 127
23.8 Survival of rights 127
23.9 Foreclosure with mutual consent 127

Part VI

Other Provisions

24 Assignment and Charges

24.1 Restrictions on assignment and charges 130
24.2 Hypothecation of Materials or Plant 130

25 Liability and Indemnity

25.1 General indemnity 131
25.2 Indemnity by the Contractor 132
25.3 Notice and contest of claims 132
25.4 Defense of claims 132
25.5 Survival on Termination 133

26 Dispute Resolution
26.1 Dispute Resolution 134
26.2 Conciliation 134
26.3 Arbitration 134
26.4 Adjudication by Regulatory Authority, Tribunal or Commission 134

27 Miscellaneous
27.1 Governing law and jurisdiction 135
27.2 Waiver of immunity 135
27.3 Delayed payments 135
27.4 Waiver 135

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 27.5 Liability for review of Documents and Drawings 136
27.6 Exclusion of implied warranties etc. 136
27.7 Survival 136
27.8 Entire Agreement 137
27.9 Severability 137
27.10 No partnership 137
27.11 Third parties 137
27.12 Successors and assigns 137
27.13 Notices 138
27.14 Language 138
27.15 Counterparts 138
27.16 Confidentiality 138
27.17 Copyright and Intellectual Property rights 139
27.18 Limitation of Liability 139
27.19 Care and Supply of Documents 139
27.20 Authority’s Use of Contractor’s Documents. 140
27.21 Contractor’s Use of Authority’s Documents 140
27.22 Access to the Site by Others 141
27.23 Term 141
27.24 Amendments 141
27.25 Representation and Bribes 141
27.26 No Agency 141

Schedules 142

Schedule-A

Site of the Project

1 The Site 143

Annex-I : Site 144
Annex-II : Dates for providing Right of Way of Construction Zone 148
Annex-III : Alignment Plans 149
Annex-IV : Environment Clearances 150

Schedule - B

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Development of the Project

1. Development of the Project 151

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

Schedule - C

Project Facilities

1. Project Facilities
2. Description of Project Facilities

Schedule - D

Specifications and Standards

1. Construction 172
2. Design Standards
Annex-I : Specifications and Standards for Construction

Schedule - E

Maintenance Requirements

1. Maintenance Requirements 174

2. Repair/rectification of Defects and deficiencies 174
3. Other Defects and deficiencies 174
4. Extension of time limit 174
5. Emergency repairs/restoration 175
6. Daily inspection by the Contractor 175
7. Pre-monsoon inspection / Post-monsoon inspection 175
8. Repairs on account of natural calamities 175
Annex-I : Repair/rectification of Defects and deficiencies 176

Schedule - F

Applicable Permits

1. Applicable Permits 223

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Schedule – G

Annex-I : Form of Bank Guarantee 224

Annex-II : Form for Guarantee for Advance Payment 227

Schedule – H

Contract Price Weightages 231

Schedule – I

Drawings

1. Drawings 274
2. Additional Drawings 274
Annex-I : List of Drawings 275

Schedule - J

Project Completion Schedule

1. Project Completion Schedule 227

2. Project Milestone-I 227
3. Project Milestone-II 227
4. Project Milestone-III 227
5. Scheduled Completion Date 227
6. Extension of time 278

Schedule - K

Tests on Completion

1. Schedule for Tests 279

2. Tests 279
3. Agency for conducting Tests 280
4. Completion Certificate 280

Schedule – L

Completion Certificate 281

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Schedule - M

Payment Reduction for Non-Compliance

1. Payment reduction for non-compliance with the Maintenance Requirements 282

2. Percentage reductions in lump sum payments on monthly basis 282

Schedule - N

Selection of Authority’s Engineer

1. Selection of Authority’s Engineer 284

2. Terms of Reference 284
3. Appointment of Government entity as Authority’s Engineer 284
Annex-I : Terms of Reference for Authority’s Engineer 285

Schedule - O

Forms of Payment Statements

1. Stage Payment Statement for Works 291

2. Monthly Maintenance Payment Statement 291
3. Contractor’s claim for Damages 291

Schedule - P

Insurance

1. Insurance during Construction Period 292

2. Insurance for Contractor's Defects Liability 292
3. Insurance against injury to persons and damage to property 292
4. Insurance to be in joint names 293

Schedule-Q

Tests on Completion of Maintenance Period

1. Riding Quality test: 294

2. Visual and physical test: 294

Schedule-R

Taking Over Certificate 295

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 Part I

Preliminary

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 Engineering, Procurement and Construction
Agreement
This agreement is entered into on the ………..Day of ………, 20…..

Between

CHIEF ENGINEER (Bridge Construction Zone) PWD, State of Madhya Pradesh

(Here in after referred to as the “Authority” which expression shall, unless

repugnant to the context or meaning there of, 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>,(here in after referred to as the
“Contractor” which expression shall, unless repugnant to the cont ractormeaning
there of, include its successors and permitted assigns) of the Other Part.

Whereas:

A. [The Government of M.P.] entrusted [PROJECT NAME in the state of

Madhya Pradesh Project on EPC Mode] to the Authority;

B. The Authority resolved to [PROJECT NAME in the state of Madhya

Pradesh Project on EPC Mode] 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 under taking
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 [PROJECT NAME] at the Contract Price specified herein after,
requiring the selected bidder to inter alia:
• To give his consent to enter into this Agreement and the

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 enforceability of the provisions there of, within 10 (ten)
days of the date of issue of LOA;
• Submit Performance Security and Additional
Performance Security (if any) as per RFP requirements,
and
• Execute this Agreement within 30 (thirty) days of the date
of issue of LOA.

E. 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 be come 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:

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 Article 1

Definitions and Interpretations

1.1 Definitions

(i) 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.

(ii) 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 of April of
any calendar year and ending on the thirty-first day of March of the 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 thereunder, and
judgments, 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, licenses, permits, authorizations, 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 during the subsistence of this Agreement;

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“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” (i.e. Sub-divisional Officer & Sub-Engineer)

means such person or persons as may be authorized 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 incorporated 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 thereof;

“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:

(a) the enactment of any new Indian law;

(b) the repeal, modification or re-enactment of any existing Indian law;
(c) the commencement of any Indian law which has not come into effect until the
Base Date; or
(d) 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.

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“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);

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

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

“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:

(a) 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;
(b) not relieve any Party from liability to pay Damages or compensation under
the provisions of this Agreement; and
(c) 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 bythe 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;

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

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

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

or in tapes, discs, drawings, computer programs, 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 individuals on or about the Project, 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, 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, where applicable herein but
excluding utilities referred to in Clause 9.1;

“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 or the
performance of all or any of the services or obligations of the Contractor under or

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pursuant to this Agreement;

“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 Article 25;

“Indemnifying Party” means the Party obligated to indemnify the other Party
pursuant to Article 25;

“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 Article 20, 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 such joint
venture who shall have the authority to bind the contractor and each 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;

“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 as set forth in Article 14 for the
period specified therein;
“Maintenance Inspection Report” shall have the meaning set forth in Clause 15.2;

“Maintenance Manual” shall have the meaning ascribed to it in Clause 10.7;

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“Maintenance Programme” shall have the meaning set forth in Clause 14.3;

“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 Projects;

“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;

“Monthly Maintenance Statement shall have the meaning 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” and “Additional 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 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,

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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;

“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 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” means the Site comprising the existing road 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 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;

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

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“Specifications and Standards” means the specifications and standards relating to the
quality, quantity, capacity and other requirements for the Project, as set forth in
Schedule-D, and any modifications thereof, or additions thereto, as included in the
design and engineering for the Project 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 other than GST, including excise duties, customs duties,
value added tax, sales tax, local taxes, cess and any impost or surcharge of like nature
(whether Central, State or local) on the goods, Materials, equipment and services
incorporated in and forming part of the Project 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 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 in accordance with this Agreement; and

“WPI” means the wholesale price index for various commodities as published by the

25
 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

(i) In this Agreement, unless the context otherwise requires,

(a) 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;
(b) 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;
(c) 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 moreof the above
and shall include successors and assigns;
(d) 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;
(e) 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;
(f) references to “construction” or “building” include, unless the context otherwise
requires, survey and investigation, design, developing, engineering,
procurement, supply of plant, materials, equipment, labor, delivery,
transportation, installation, processing, fabrication, testing, and commissioning
of the Project, 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;
(g) 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;
(h) any reference to any period of time shall mean a reference to that according to
Indian standard time;
(i) any reference to day shall mean a reference to a calendar day;
(j) 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;

26
(k) any reference to month shall mean a reference to a calendar month as per the
Gregorian calendar;
(l) 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;
(m) 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;
(n) the words importing singular shall include plural and vice versa;
(o) references to any gender shall include the other and the neutral gender;
(p) “lakh” means a hundred thousand (100,000) and “crore” means ten million
(10,000,000);
(q) “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;
(r) references to the “winding-up”, “dissolution”, “insolvency”, or “reorganization”
of a company or corporation shall be construed so as toinclude 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, reorganization, dissolution, arrangement, protection
or relief of debtors;
(s) save and except as otherwise provided in this Agreement, any reference, at any
time, to any agreement, deed, instrument, license or document of any
description shall be construed as reference to that agreement, deed,
instrument, license 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;
(t) any agreement, consent, approval, authorization, notice, communication,
information or report 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 isin
writing 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;
(u) 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;
(v) 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

27
 indication, be construed as a reference to a Paragraph of this Agreement or of
the Schedule in which such reference appears;
(w) 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
(x) 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.

(ii) Unless expressly provided otherwise in this Agreement, any Documentation 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 Authority is required to return any such
Documentation with its comments and/or approval, it shall be entitled to retain two
copies thereof.

(iii) 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.

(iv) 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

(i) 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:

(a) this Agreement; and

(b) 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).

(ii) Subject to the provisions of Clause 1.4 (i), in case of ambiguities or discrepancies within
this Agreement, the following shall apply:

(a) 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;

28
 (b) between the Clauses of this Agreement and the Schedules, the Clauses shall
prevail and between Schedules and Annexes, the Schedules shall prevail;
(c) between any two Schedules, the Schedule relevant to the issue shall prevail;
(d) between the written description on the Drawings and the Specifications and
Standards, the latter shall prevail;
(e) between the dimension scaled from the Drawing and its specific written
dimension, the latter shall prevail; and
(f) Between any value written in numerals and that in words, the latter shall
prevail.

1.5 Joint and several liability

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

(a) 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
(b) The Contractor shall ensure that no change in the composition of the Joint
Venture is effected without the prior consent of the Authority.

(ii) 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.6

6 This 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.

29
 Part II

Scope of Project

30
 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:

(a) Construction of the Project 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;
(b) Maintenance of the Project in accordance with the provisions of this Agreement
and in conformity with the requirements set forth in Schedule-E; and
(c) 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.
(d) During the construction, Contractor shall have to coordinate local body
administration like Nagar Nigam____, ________Development Authority, Housing
Board______, Public Health Engineering Department ______, Police Department______,
Telephone Department______, Madhya Pradesh State Electricity Board.
(e) During construction, Contractor will have to regulate smooth traffic
arrangement with the help of Traffic Police & other departments.

31
 Article 3

Obligations of the Authority

3.1 Obligations of the Authority

(i) 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.

(ii) 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.

(iii) The Authority shall, upon submission of the Performance Security as per the RFP by
the Contractor, shall provide to the Contractor:

(a) No less than 90% (ninety per cent) of the required Right of Way of the Construction
Zone of total length of the Project within a period of 30 (thirty) days from the date
of this Agreement, which shall be in contiguous stretches of length not less than 90%
of the bridge length.
(b) approval of the general arrangement drawings (the “GAD”) from railway authorities
to enable the Contractor to construct the Project at level crossings 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 7
(c) all environmental clearances as required under Clause 4.3.8 Refer Schedule A –
Annex IV

(iv) 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 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 per meter length for road over-bridge/under-bridge.

7 Clause (b) may be omitted if the Project does not include a road over-bridge/under-bridge.
8 Clause 3.1(iii) (c) may be suitably modified in the event that all the environmental clearances
for the Project have been received or are not required. It should be clearlystated that all the
environmental clearances for the Project have been received; or such environmental clearances
for the Project are not required.

32
(v) Deleted

(vi) 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:

(a) 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;
(b) 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 favorable
than those generally available to commercial customers receiving substantially
equivalent services;
(c) procure that no barriers that would have a material adverse effect on the works
are erected or placed on or about the Project 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;
(d) not do or omit to do any act, deed or thing which may in any manner violate any
provisions of this Agreement;
(e) support, cooperate with and facilitate the Contractor in the implementation of
the Project in accordance with the provisions of this Agreement; and
(f) 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, 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 itshall 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

The Authority represents and warrants that the environmental clearances required for
construction of the Project shall be procured by the Authority prior to the date of issue
of LOA. For the avoidance of doubt, the present status of environmental clearances is
specified in Schedule-A : Annex IV.
33
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 180 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. %1of the Contract Price up to 90 days
2. 2% of the contract price for 90 to 150 days
3. 3% of the contract price for 150 to 180 days.
All other rights, privileges, claims and entitlements of the Contractor under or
arising outof 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.

9 Clause 3.3 may be suitably modified in the event that all the environmental clearances for the
Project have been received or are not required. It should be clearly stated that all the
environmental clearances for the Project have been received; or such environmental clearances
for the Project are not required.

34
 Article 4

Obligations of the Contractor

4.1 Obligations of the Contractor

(i) 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 and observe, fulfil, comply with and perform all its
obligations set out in this Agreement or arising hereunder.

(ii) The Contractor shall comply with all Applicable Laws and Applicable Permits
(including renewals as required) in the performance of its obligations under this
Agreement.

(iii) 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.

(iv) The Contractor shall remedy any and all loss, defects, or damage to the Project 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, or damage shall have arisen from any
willful default or neglect of the Authority.

(v) The Contractor shall remedy any and all loss, defect or damage to the Project 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 Clause 17.3.

(vi) The Contractor shall remedy any and all loss or damage to the Project 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 willful default or neglect of the Authority or on account of a Force Majeure Event.

(vii) 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:

(a) 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;
(b) procure, as required, the appropriate proprietary rights, licenses, agreements
and permissions for materials, methods, processes and systems used or
incorporated into the Project;

35
 (c) 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;
(d) 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;
(e) not do or omit to do any act, deed or thing which may in any manner violate any
provisions of this Agreement;
(f) support, cooperate with and facilitate the Authority in the implementationand
operation of the Project in accordance with the provisions of this Agreement;
(g) ensure that the Contractor and its Sub-contractors comply with the safety and
welfare measures for labor in accordance with the Applicable Laws and Good
Industry Practice;
(h) 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 authorized personnel shall have the right of access to all these
documents at all reasonable times;
(i) cooperate with other contractors employed by the Authority and personnel of
any public authority; and
(j) 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.

(viii) 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.

(ix) 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.
(x) The Contractor shall provide the documents of the Contractor specified in the
Agreement, and all Contractors' personnel; Goods, consumables and other things and
services, whether of a temporary or permanent nature, required in and for the
execution, completion of Works and remedying defects.

36
(xi) The Contractor shall perform the Works in conformity with the Project requirements
and other requirements and standards prescribed under or pursuant to the Agreement.
(xii) The Contractor shall carry out such work incidental and contingent to the original
Scope of the Project to comply with Good Industry Practices.
(xiii) 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.
(xiv) Contractor shall provide an inspection vehicle (Scorpio or equivalent) for site including
driver and POL (minimum 2500km per month running).
(xv) Contractor shall provide a computer/laptop printer, internet facility, CCTV
survelliance and a well-equipped camp office with all modern amenitieson sit e.
(xvi) .Contractor shall setup a plant on site

4.2 Obligations relating to sub-contracts and any other agreements

(i) 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 at
least 51% (fifty one per cent) 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. Provided, however, that in respectof 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 labor, as the case may
be, for such Works. For the avoidance of doubt, theParties agree that the Contractor
may sub-divide the aforesaid length of 51% (fifty one per cent) in no more than 5
(five) sections of the Project. The Parties further agree that all obligations and liabilities
under this Agreement for the entire project shall at all times remain with the Contractor.

(ii) 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's Engineer prior to entering into any such sub-
contract. The Authority's Engineer 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 therewith.

(iii) 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 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.

37
(iv) 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 permits 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

(i) 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 timesappropriately
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 workmen may be got trained by the Contractor athis cost through
authorized training centers 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 centers.
The trainees shall be paid stipend by the Contractor (subject to a maximum of Rs.
10,000/- per person) on the basis of minimum wages to compensate for loss of income
during the training period.

(ii) 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.
(iii) 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)

38
 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 theWorks or
Maintenance under this Agreement. The Contractor shall then appoint (or cause to be
appointed) a replacement.

4.5 Advertisement on Project

The Project 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 therein, 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 willful 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:

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

4.9 Co-ordination of the Works

(i) 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 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.

(ii) The Contractor shall be responsible for the co-ordination and proper provision of the
39
 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:

(a) any other contractors employed by the Authority;

(b) the workmen of the Authority;
(c) the workmen of any Governmental Instrumentality who may be employed in
the execution of work on or near the Site; and
(d) 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 arerequired to
be taken to ensure such compliance.

4.11 Site Data

(i) 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:

(a) the form and nature of the Site (including, inter-alia, the surface and sub-
surface conditions and geo-technical factors);
(b) the hydrological and climatic conditions;
(c) 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.
(d) the suitability and the adequacy of the Site for the execution of the Works;
(e) the means of access to the Site and the accommodation the Contractor may
require;
(f) arranging permits as required as per this Agreement.
(g) the requirements of operation and maintenance; and
(h) all other factors and circumstances affecting the Contractor's rights and
obligations under the Agreement, the Contract Price and Time for Completion.

40
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.

41
 Article 5

Representations and Warranties

5.1 Representations and warranties of the Contractor

(i) The Contractor represents and warrants to the Authority that:

(a) it is duly organized 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;
(b) it has taken all necessary corporate and/or other actions under Applicable
Laws to authorize the execution and delivery of this Agreement and to validly
exercise its rights and perform its obligations under this Agreement;
(c) 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;
(d) 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 mattersarising
thereunder including any obligation, liability or responsibility hereunder;
(e) 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;
(f) 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 bywhich
it or any of its properties or assets is bound or affected;
(g) 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;
(h) 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 fact or

42
 Circumstance exists which may give rise to such proceedings that would
adversely affect the performance of its obligations under this Agreement;
(i) 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;
(j) 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 fact or omits or will omit to state a material fact necessary
to make such representation or warranty not misleading;
(k) 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 into this Agreement or for influencing or attempting to influence
any officer or employee of the Authority in connection therewith;
(l) 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;
(m) it is adequately financed, has the requisite knowledge, expertise, technical
know-how, experience, resources, infrastructure, licenses, patents, copy rights,
for designing, supplying/ procuring the goods and materials, and for providing
the installation and construction services required for completing the
construction of the Project Facilities; and

(ii) it represents the Authority that:

(a) 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;
(b) 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.
(c) 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.
(d) 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.

43
 (e) 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.
(f) 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.
(g) 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.
(h) 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.
(i) 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.
(j) 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.

(iii) 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.

(iv) 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 Authoritysolely
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.

(v) In addition to the other warranties, the Contractor represents and warrants as follows:

(a) 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

44
 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.

(b) 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.

(vi) In addition to the other Warranties, the Contractor represents and warrants as
follows:

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

(vii) No criminal proceedings instituted against any of the employees or Directors of the
Contractor. In case if there is any criminal proceedings known to the company against
any employee or any director of the contractor, the information thereof shall be
disclosed to the Authority with particulars.

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

5.2 Representations and warranties of the Authority

The Authority represents and warrants to the Contractor that:

(a) 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;
(b) it has taken all necessary actions under the Applicable Laws to authorize the
execution, delivery and performance of this Agreement;
(c) it has the financial standing and capacity to perform its obligations under this
Agreement;
(d) this Agreement constitutes a legal, valid and binding obligation enforceable
against it in accordance with the terms hereof;
(e) it has no knowledge of any violation or default with respect to any order, writ,
45
 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;
(f) it has complied with Applicable Laws in all material respects;
(g) 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
(h) it has procured or shall procure Right of Way and environment clearances such
that the Contractor can commence construction from the Appointed Dateon
90% (ninety per cent) of the total length of the Project.

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 the representation 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.

46
 Article 6

Disclaimer

6.1 Disclaimer

(i) 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.

(ii) The Contractor acknowledges and hereby accepts to have satisfied itself as to the
correctness and sufficiency of the Contract Price.

(iii) 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.

(iv) 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.

(v) 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.

(vi) 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.

47
 Part III

Construction and Maintenance

48
 Article 7

Performance Security

7.1 Performance Security

(i) (A) Within 30 (thirty) days of receipt of Letter of Acceptance, the selected Bidder shall
furnish to the Authority’s Engineer an irrevocable and unconditional guarantee from a
Bankin the form set forth in Annex-I of Schedule-G (the “Performance Security”) for
an amount equal to 5% (five percent) of its Bid Price. In case of bids mentioned below,
the Selected Bidder, along with the Performance Security, shall also furnish to the
Authority’s Engineer an irrevocable and unconditional guarantee from a Bank in the
same form given at Annex-I of Schedule-G towards an Additional Performance Security
(the “Additional Performance Security”) for an amount calculated as under:

(a) If the Bid Price offered by the Selected Bidder is lower than 10% but upto 20%
of the estimated Project Cost, then the Additional Performance Security shall
be calculated @20% of the difference in the (i) Estimated Project Cost(as
mentioned in RFP)-10% of the Estimated Project Cost and (ii) the Bid Price
offered by the selected Bidder.
(b) If the Bid Price offered by the Selected Bidder is lower than 20% of the
Estimated Project Cost, then the Additional Performance Security shall be
calculated @ 30% of the difference in the (i) Estimated Project Cost (as
mentioned in RFP)-10% of the Estimated Project Cost and (ii) the Bid Price
offered by the Selected Bidder.
(c) This Additional Performance Security shall be treated as part of the
Performance Security.

(B) The Performance Security shall be valid until 90(Ninety) days after the Defects
Liability Period. The Additional Performance Security shall be valid until 28 (twenty
eight) days after Project Completion Date.

(ii) The selected bidder has to provide Performance Security and Additional Performance
Security if any, before signing of the Contract Agreement.

(iii) Deleted.
(iv) Deleted.

7.2 Extension of Performance Security and Additional Performance Security

The Performance Security provided by the contractor should be valid till 3 months
beyond the Defect Liability Period (Construction Period + Defect Liability Period + 3
months). In case of any Extension of Time granted during Construction or Defect
Liability Period for whatsoever reason, the Performance Guarantee period shall also be
extended till such extended period. Project Completion Certificate will be issued only
after submission of extended Performance Guarantee till the date beyond 3 months of
Defect Liability Period.

49
7.3 Appropriation of Performance Security

(i) Upon occurrence of a Contractor’s Default, the Authority’s Engineer shall, without
prejudice to itsother 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.

(ii) 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’s Engineer
shall be entitled to terminate the Agreement in accordance with Article 23. Upon
replenishment or furnishing of a fresh Performance Security, as the case maybe, 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 Article 23.

7.4 Release of Performance Security

(i) The Authority’s Engineer shall return the Performance Security to the Contractor
within 60(sixty) days after the expiry of the Maintenance Period or the Defects Liability
Period, whichever is later, under this Agreement. Notwithstanding 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.
(ii) The Authority’s Engineer shall return the Additional Performance Security to the
Contractor within 28 (twenty eight) days from the date of issue of Completion
Certificate under Article 12 of this Agreement.

(iii) Deleted.

7.5 Retention Money10

(i) From every payment for Works due to the Contractor in accordance with the provisions
of Clause 19.5, the Authority’s Engineer shall deduct 6% (six per cent) 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 exceed 5% (five per cent) of the
Contract Price.

(ii) Upon occurrence of a Contractor’s Default, the Authority’s Engineer shall, without
prejudice to its other rights and remedies hereunder or in law, be entitled to
appropriate the relevant amounts from the Retention Money as Damages for such
Contractor’s Default.

50
(iii) Within 45 (Forty Five) days of the date of issue of the Completion Certificate, the
Authority’s Engineer shall refund the balance of Retention Money remaining with the
Authority’s Engineer after adjusting the amounts appropriated under the provisions of
Clause 7.5 (ii).

(iv) 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 Performance Security and shall be
reckoned as such for the purposes of Termination Payment under Clause 23.6.

10 TheAuthority’s Engineer may, in its discretion, omit Clause 7.5 and in lieu thereof increase
the Performance Security under Clause 7.1 from 5% (five per cent) to 10% (ten per cent).

51
 Article 8

Right of Way

8.1 The Site

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

(a) Acquiring and providing Right of Way on the Site in accordance with the
alignment finalized by the Authority's Engineer, free from all encroachments
and encumbrances, and free access thereto for the execution of this Agreement;
and
(b) Obtaining licenses and permits for environment clearance for the Project.

8.2 Procurement of the Site

(i) The Authority Representative, the Contractor and Authority’s Engineer shall, within 10
(ten) days from the date of this Agreement, inspect the Site and prepare 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 of those parts of the Site to which vacant access and Rightof 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 can be executed. Signing of the Handover Memorandum,
in three counterparts (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
discharging its obligations under and in accordance with the provisions of this
Agreement and for no other purpose whatsoever.

(ii) Whenever the Authority’s Engineer 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 authorized representatives of the Parties shall be
deemed to constitute a valid evidence of giving the relevant Right of Way to the
Contractor.

52
 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 where work can be
executed and notify to both the parties within 3 days of the proposed dateof inspection.
The parties agree that such notification of the Authority’s Engineer as mentioned
hereinabove shall be final and binding on the parties.

(iii) The Authority’s Engineer shall provide the Right of Way to the Contractor in respect of
all land 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 breach
of this Agreement by the Contractor, the contractor shall be given Extension of Time
equal to the period of delay. The Contractor agrees that it shall not be entitled to claim
any damages except the Extension of Time as mentioned above, on account of any such
delay by the Authority’s Engineer.

(iv) Notwithstanding anything to the contrary contained in this Clause 8.2, the Authority’s
Engineer 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).

(v) The Authority’s Engineer 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’s Engineer and
has taken possession of area for Construction Zone for at least 90% (ninety per cent)
of the total length of the Project. 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.

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

(vii) 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 was not 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

(i) Deleted.

(ii) 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 casemay
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).

53
(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’s Engineer 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.
(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 therein 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 provisions of this Clause 8.3.3. Such Works shall not be
computed for the purposes of the aforesaid ceiling of 10% (ten per cent) 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, 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.

(iv) 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 be entitled to any other
compensation/ damages for the withdrawal of works.

Value of the works withdrawn Percentage of value of works to be

reduced from Contact price
Up to Rs. 100 Crores 90%
More than Rs. 100 Crores Rs. 90 Crores plus 95% of the amount
greater than Rs. 100 crores

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).

8.4 Site to be free from Encumbrances

Subject to the provisions of Clause 8.2, the Site shall be made available by the
Authority’s Engineer to the Contractor pursuant hereto free from all Encumbrances
and occupations and without the Contractor being required to make any payment to
the Authority’s Engineer 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
54
 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 forthwith to the
Authority’s Engineer 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 be required by it for the purposes
of the Project and the performance of its obligations under this Agreement.

8.7 Access to the Authority and the Authority’s Engineer

(i) 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.

(ii) 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 other remnants or things either of particular
geological or archaeological interest and 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
workmen or any other person from removing or damaging such interest or property
and shall inform the Authority’s Engineer forthwith of the discovery thereof and
comply with such instructions as the concerned Government Instrumentality may

55
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’s Engineer. It is also agreed that the Authority’s Engineer
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’s Engineer of the
controlling body of that road, right of way or utility.

9.2 Shifting of obstructing utilities

The Contractor shall, in accordance with Applicable Laws and with assistance of the
Authority’s Engineer, undertake the work of shifting of any utility (including electric
lines, water pipes, gas pipelines 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 in accordance with this Agreement. Utility shifting
requirements are defined in Schedule B. If any additional utilities that are not
mentioned in Schedule B, are essential to be shifted, the Contractor shall submit
proposal of same to Authority's Engineer. Within 15 day after receiving such request,
the Authority Engineer shall approve, modify or reject same with detailed reasoning
and submit his final response to Contractor and Authority. If Authority's Engineer
approves requirement of shifting of such additional utilities or any part of it, the cost of
such shifting, as per estimates prepared by the entity owning the utility and approved
by the Authority's Engineer, shall be reimbursed or paid with subsequent payment to
the Contractor, by the Authority’s Engineer. In the event of any delay of such shifting
on the part of the contractor, no extension of time for completionof the project and no
claims, in any manner, shall be admissible on this account against the Authority’s
Engineer.

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

9.3 New utilities

(i) The Contractor shall allow, subject to the permission from the Authority’s Engineer and
such conditions as the Authority’s Engineer 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. For the
avoidanceof 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 in
accordance with this Agreement and any damage caused by such use shall be restored
forthwith at the cost of the Authority’s Engineer.

57
(ii) The Authority’s Engineer may, by notice, require the Contractor to connect any
adjoining road to the Project, and the connecting portion thereof falling within the Site
shall beconstructed by the Contractor at the Authority’s Engineer’s cost in accordance
with Article 10.

(iii) The Authority Engineer 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, whereupon the connecting portion thereof that falls within the Site shall be
constructed by the Contractor.

(iv) In the event construction of any Works is affected by a new utility or works undertaken
in accordance with this Clause 9.3, the Contractor shall be entitled to a reasonable Time
Extension as determined by the Authority’s Engineer.

9.4 Felling of trees

The Authority’s Engineer shall assist the Contractor in obtaining the Applicable Permits
for felling of trees in non-forest area to be identified by the Authority’s Engineer for this
purpose if, and only if, such trees cause a Material Adverse Effect on the construction
or maintenance of the Project. The Contractor shall fell these trees as per the Permits
obtained. The cost of such felling shall be borne by the Authority’s Engineer 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 hereunder if such failure
is a direct consequence of delay in the felling of trees. The Parties hereto agree thatthe
felled trees shall be deemed to be owned by the Authority’s Engineer and shall be
disposed insuch manner and subject to such conditions as the Authority’s Engineer may
in its sole discretiondeem 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’s Engineer 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’s Engineer 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 reasonsbeyond 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 Works affected by such delay; provided that if the
delays involve any time overlaps, the overlaps shall not be additive.

9.6 Development Period

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The Contractor may commence pre-construction activities like utility shifting,
boundary wall construction or any other activity assigned to the Contractor by the
Authority’s Engineer to enable construction of the Project 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’s Engineer 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 shall be undertaken during the development period.

59
 Article 10

Design and Construction of the Project

10.1 Obligations prior to commencement of Works

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

(a) appoint its representative, duly authorized to deal with the Authority and
Authority’s Engineer in respect of all matters under or arising out of or relating
to this Agreement;
(b) 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;
(c) 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
(d) make its own arrangements for quarrying of materials needed for the Project
under and in accordance with the Applicable Laws and Applicable Permits.

(ii) The Authority shall, appoint an engineer or designate an officer not below Executive
Engineer rank as Authority's 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.

(iii) 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
Authority's Engineer, giving the following details:

(a) Part I: Contractor’s organization 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.
(b) 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:
i. the order in which the Contractor intends to carry out the Works, including
the anticipated timing of design and stages of Works;
ii. the periods for reviews under Clause 10.2;

60
 iii. the sequence and timing of inspections and tests specified in this
Agreement; and
iv. The particulars for the pre-construction reviews and for any other
submissions, approvals and consents specified in the Agreement.

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

(c) Part III: Monthly cash flow forecast.

(iv) 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.

(v) The Contractor shall appoint a safety consultant (the “Safety Consultant”) to carry out
a safety audit at the design stage of the Project 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 empaneled as safety consultants by the [MP
Public Works Department] for obtaining the consent of the Authority. The Contractor
shall also obtain the consent of the Authority's Engineer for the key personnel of the
Safety Consultant who shall have adequate experience and qualifications in safety audit
of the highway projects. The Authority's Engineer shall, within 15 (fifteen) days of
receiving a proposal from the Contractor hereunder, convey its decision, to the
Contractor, and if no such decision is conveyed within the said period, the Contractor
may proceed with engaging of the Safety Consultant that has maximum experience of
similar work within the penal.

(vi) 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 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's Engineer 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.

61
10.2 Design and Drawings

(i) Design and Drawings shall be developed in conformity with the Specifications and
Standards set forth in Schedule-D for a design life of at least 100 years. 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.

(ii) 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 empaneled as proof
consultants by the MP Public Works Department & MORT&H, preferably IITs & reputed
NITs for obtaining the consent of the Authority. The Contractor shall also obtain the
consent of the Authority for One (1) key personnel of the Proof Consultant who shall
have adequate experienceand qualifications in bridges respectively. The Authority's
Engineer 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 of the
Proof Consultant that has maximum experience of similar work within the penal.

(iii) The Proof Consultant shall:

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

(iv) In respect of the Contractor’s obligations with respect to the design and Drawings of
the Project as set forth in Schedule-I, the following shall apply:

(a) 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 for its approval. Softcopies of drawings in PDF and original
format (DWG or any other format as used by the software tool used to create
them) shall also be submitted on Email to the Authority. If size of softcopies is
more than 25 Megabyte, same shall be submitted through CD or Pen Drive to
the Authority Engineer. Provided, however, that in respectof Major Bridges and
Structures, the Authority may require additional drawings for approval in
accordance with Good Industry Practice.
(b) by submitting the Drawings for review and approval to the Authority, 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;
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(c) within 15 (fifteen) days of the receipt of the Drawings, the Authority 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;
(d) if the aforesaid observations of the Authority 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 for review and
approval. The Authority 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 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 hereunder, the
Dispute shall be resolved in accordance with the Dispute Resolution Procedure;
the decision of Chief Engineer, Bridge Construction Zone, shall be final and
binding on contractor in respect of design and drawings of bridges.
(e) no review/approval and/or observation of the Authority 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;
(f) 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
(g) 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.
(h) the Contractor shall ensure that all the designs and drawings shall be approved
from the Authority within 90 days (ninety) from the Appointed Date.

(i) The Contractor shall be responsible for the safe, workable design and methodology
for all temporary or permanent forms, staging and centering required for supporting
and forming the concrete of shape, dimensions and surface finish as shown on the
drawings (Refer IRC 87)

63
(v) Any cost or delay in construction arising from review/approval by the Authority
shall be borne by the Contractor.
(vi) 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
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. 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.

(vii) 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
4 (four) hard copies, in micro film form, in softcopy of PDF and original file format of
design software tool or in such other medium as may be acceptable to the Authority,
reflecting the Project as actually designed, engineered and constructed, including an
as-built survey illustrating the layout of the Project and setback lines, if any, of the
buildings and structures forming part of Project Facilities.

(viii) The Contractor shall be fully responsible for the design, structural adequacy and detailing
of bridge and culvert structures. Approval by Authority Engineer or the Authority shall not
relieve the contractor of this responsibility.

10.3 Construction of the Project

(i) The Contractor shall construct the Project 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 partsof the Works, and
shall rectify any error in the positions, levels, dimensions or alignment of the Works.
The [.......................... 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.

(ii) The Contractor shall construct the Project 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’s Engineer, it shall pay
Damages to the Authority’s Engineer 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
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 is completed within or before the
Scheduled Completion Date including any Time Extension, applicable for that work or

64
 section, the Damages paid under this Clause 10.3 (ii) shall be refunded by the
Authority’s Engineer 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 180 th (one
hundred and eighty) 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 beyond
Scheduled Completion Date, Stage Payment of 10% X 0.95 = 9.5% only is to be achieved
by 180th (one hundred and eighty) 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 Clause 10.5 (ii).

(iii) The Authority’s Engineer 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’s Engineer 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’s Engineer shall be entitled to
terminate this Agreement by issuing a Termination Notice in accordance with the
provisions ofClause 23.1 (ii).

(iv) 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’s Engineer, the contractor shall be deemed to be ineligible for bidding any
future projects of the Authority’s Engineer, 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. 30 Crore.

10.4 Maintenance during Construction Period

(i) During the Construction Period, the Contractor shall maintain, at its cost, the existing
lane(s) of the Project 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

65
 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. 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.

(ii) 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’s Engineer shall get these maintenance works completed in the
manner recommended by the Authority’s representative 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

(i) 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:

(a) delay in providing the Right of Way of Construction Zone, environmental

clearances or approval of railway authorities, specified in Clause 3.1 (iv);
(b) Change of Scope (unless an adjustment to the Scheduled Completion Date has
been agreed under Article 13);
(c) occurrence of a Force Majeure Event;
(d) any delay, impediment or prevention caused by or attributable to the
Authority’s Engineer, the Authority's personnel or the Authority's other
contractors on the Site; and
(e) any other cause or delay which entitles the Contractor to Time Extension in
accordance with the provisions of this Agreement.

(ii) 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
66
 hereunder.
(iii) 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 forany
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’s Engineer
shall be discharged from all liability in connection with the claim.

(iv) 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 Clause 10.5, the
Authority’s Engineer shall review previous determinations and may increase, butshall
not decrease, the total Time Extension.

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

(a) a fully detailed claim shall be considered as interim;

(b) 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
(c) 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 endeavor to complete the balance work expeditiously and shall pay
Damages to the Authority’s Engineer 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’s Engineer under this Agreement including the
right to termination under Clause 23.1.

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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 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
and Authority by regular mail and email also. The Authority’s Engineer shall review the
Maintenance Manual within 15 (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 asbuilt
records to the Authority’s Engineer prior to the commencement of the Tests on
Completion.

10.9 Contractor's Use of Authority’s Documents

Intellectual property in the Authority’s Engineer’s requirements and Specifications

and Standards and all other documents and materials issued by the Authority or the
Authority’s Representative or Authority's Engineer to the Contractor shall (as between
the parties) remain the property of the Authority’s Engineer. 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’s Engineer, be used,
copied or communicated to a thirdparty 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

(i) The Contractor shall establish a quality control mechanism to ensure compliance with
the provisions of this Agreement (the “Quality Assurance Plan” or “QAP”).

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

(a) organization, duties and responsibilities, procedures, inspections and

documentation;
(b) 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 and MPPWD,
relevant IRC specifications and Good Industry Practice; and
(c) Internal quality audit system.
(d) Detail of person responsible for quality control with his/her email ID and mobile no.
(e) Detail and credentials of external agencies to be engaged for testing and quality
certification, if any.

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 Clause 11.2.

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

(iv) The cost of testing of Construction, Materials and workmanship under this Article 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
69
 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
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’s Engineer or any representative authorized by the Authority in this

behalf may inspect and review the progress and quality of the construction of Project
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

(i) 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 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 action in accordance with
this Agreement.

(ii) 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. Notwithstanding anything contained in this Clause 11.5, the
external 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) days after
the close of each month, furnish to the Authority and the Authority’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 Clause 11.7 shall continue until the
date of the completion of the Works. Each report shall include:

(a) an executive summary;

70
 (b) charts showing the status of Contractor's documents, construction and
manufacturing and environmental works;
(c) details of work subcontracted and the performance of Sub-contractors;
(d) 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;
(e) records of manpower and Contractor's equipment on the Site;
(f) copies for that month of quality assurance documents, test results and
certificates;
(g) safety statistics, accident data collection including details of any hazardous
incidents and activities relating to environmental aspects and public relations;
(h) comparisons of actual and planned progress, with details of any aspects which
may jeopardize the completion in accordance with the Agreement, and the
measures being (or to be) adopted to overcome such aspects;
(i) details of any unresolved disputes or claims, in relation to the Project;
(j) details of any revision to the cash flow estimate, together with a copy of the
revised cash flow estimate;
(k) status of various Applicable Permits and compliance of conditions therein;
(l) details of various royalty payment and insurances required to be taken by the
Contractor; and
(m) Such other reports as may be required by the Authority’s Engineer for
enabling the Authority’s Engineer to comply with its obligations under the
other Project contracts.
(n) details of defects by the Authority’s Engineer;
(o) change in emission of any sewage or effluent of any nature whatsoever,
whether qualitatively or quantitatively;
(p) any Material Adverse Effect;
(q) declaration towards compliance with Applicable Laws including but not
limited to environmental and labor legislations;
(r) declaration specifying compliance with all Manuals provided to the
Contractor; and
(s) Any change in the flow of traffic in the existing Project.

11.8 Inspection

(i) The Authority’s Engineer and its authorized representative shall at all reasonable
times:

(a) 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

71
 (b) 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.

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

(iii) 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:

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

and
(b) Samples of such other Materials as the Authority’s Engineer may require.

11.10 Tests

(i) 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 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.

(ii) 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

72
 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
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 not in
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’s Engineer to incur any
additional costs, such cost shall be recoverable by the Authority’s Engineer from the
Contractor; and may be deducted by the Authority’s Engineer from any monies due to
be paid to the Contractor.

11.13 Remedial work

(i) Notwithstanding any previous test or certification, the Authority’s Engineer may
instruct the Contractor to:

(a) remove from the Site and replace any Plant or Materials which are not in
accordance with the provisions of this Agreement;
(b) remove and re-execute any work which is not in accordance with the
provisions of this Agreement and the Specification and Standards; and
(c) Execute any work which is urgently required for the safety of the Project,
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.

(ii) 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

73
 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’s Engineer for undertaking such work shall, without prejudice to the rights
of the Authority’s Engineer to recover Damages in accordance with the provisions of
this Agreement, be recoverable from the Contractor and may be deducted by the
Authority’s Engineer from any monies due to be paid to the Contractor.

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 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 and Road Marking Plans to the
Authority Engineer for approval at least 6 (six) months prior to expected completion of
Project.

11.16 Video recording

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

11.17 Suspension of unsafe Construction Works

(i) 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 theWorks
if, in the reasonable opinion of the Authority’s Engineer, such work threatens the safety
of the Users and pedestrians.

(ii) The Contractor shall, pursuant to the notice under Clause 11.17 (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

74
 be revoked. Upon receiving the recommendations of the Authority’s Engineer, the
Authority shall either revoke such suspension or instruct the Contractor to carry out
such other and further remedial measures as may be necessary in the reasonable
opinion of the Authority, and the procedure set forth in this Clause 11.17 shall be
repeated until the suspension hereunder is revoked.

(iii) 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 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’s Engineer.

(iv) 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 Labor

(i) Engagement of Staff and Labor

(a) The Contractor shall make its own arrangements for the engagement of all
personnel and labor, local or otherwise, and for their payment, housing,feeding
and transport.
(b) 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.
(c) The Contractor shall seek a self-declaration from its staff 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
(d) Deleted
(e) The employees and personnel of the Contractor shall work under the supervision,
control and direction of the Contractor and the Contractor shallbe 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 andpersonnel of the Contractor.

(ii) Returns of Labor

(a) 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 labor
75
 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 labor have been fully
paid.
(b) The Authority is entitled to witness labor payments made or to be made by the
Contractor. If the Contractor defaults in its obligations for making any
payments under the labor laws, the Employer may make the relevant payments.
Any sum equal to any amount paid by the Employer under this Sub-Sub-Clause
9.2 shall be immediately due as a debt from the Contractor 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.

(iii) Persons in the Service of Others

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

(iv) Labor Laws

(a) The Contractor shall obtain all relevant labor registrations and comply with all
relevant labor laws applying to its employees, and shall duly pay them and
afford to them all their legal rights.
(b) 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).
(c) The Contractor shall require all personnel engaged in the Works to obey all
Applicable Laws and regulations. The Contractor shall permit Authority’s
Engineer to witness labor payments for the Contractors direct labor, or the
Subcontractors labor. The Contractor shall ensure that all its Subcontractors
strictly comply with all labor laws.
(d) Documentary evidence confirming compliance with Sub-Clause 12.4, as may be
required from time to time, shall be provided to the Employer’s Representative.
(e) The Employer shall not be liable for any delay/default of the Contractor in
compliance of the labor laws.

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(v) Facilities for Staff and Labor

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.

(vi) Health And Safety

All necessary precautions shall be taken by the Contractor to ensure the health and
safety of staff and labor 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 instructionsconcerning safety and
take protective measures to prevent accidents. The Contractor shall maintain records
and make reports concerning health, safety and welfare of personnel, and damage to
property, in such manner as the Authority may reasonably require.

(vii) Contractor's Personnel

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

(a) has engaged in any misconduct;

(b) is incompetent or negligent in the performance of his duties;
(c) fails to conform with any provisions of the Contract;
(d) engages in any conduct which is prejudicial to safety, health, or the protection
of the environment; or
(e) 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.

(viii) 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 neighborhood of the Works.

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 Article 12

Completion Certificate

12.1 Tests on Completion

(i) At least 30 (thirty) days prior to the likely completion of the Project, or a Section
thereof, the Contractor shall notify the Authority’s Engineer of its intent to subject the
Project or a Section thereof, to Tests. The date and time of each of the Tests shall be
determined by the Authority’s Representative in consultation with the Contractor, and
notified to the Authority’s Engineer 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.

(ii) 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 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 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 Defect or
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
or Section thereof with the Specifications and Standards.

12.2 Completion Certificate

(i) Upon completion of all Works forming part of the Project, 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 and submission of extended Performance Bank Guarantee for extended
time granted by Authority (if any), 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”).

(ii) 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’s Engineer 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
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 cost of removal incurred by the Authority’s Engineer.

(iii) 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 shall
vest in the Authority.

12.3 Rescheduling of Tests

If the Authority’s Engineer and the Contractor certify 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

(i) 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
Article 13.

(ii) Provided that any such Change of Scope, as 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, subject to
the condition that it shall not entail any claims (e.g. Extension of Time/ Prolongation
related claims), against the Authority.

(iii) The Change of Scope shall mean the following:

(a) change in specifications of any item of Works;

(b) 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
(c) any additional Work, Plant, Materials or services which are not included in the
Scope of the Project, including any associated Tests on completion of
construction.

13.2 Procedure for Change of Scope

(i) 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 thereunder (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.

(ii) 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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(iii) 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:

(a) 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
(b) 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:
i. break-up of the quantities, unit rates and cost for different items of work; and
ii. proposed design for the Change of Scope;

iii. proposed modifications, if any, to the Project Completion Schedule of the Project.
For the avoidance of doubt, the Parties expressly agree that, subject to the
provisions of Clause 13.4 (ii), the Contract Price shall be increased or
decreased, as the case may be, on account of any such Change of Scope.

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

(a) 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.
(b) 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.
(c) 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.

81
 (d) 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.
(e) 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 exceeds the Scheduled Completion Date, theissue of
Completion Certificate shall not be affected or delayed on account of
construction of Change of Scope items/ works remaining incomplete on the
date of Tests.

(v) 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:

(a) 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 Article 26;
or
(b) proceed in accordance with Clause 13.5.

(vi) 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

(i) 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.

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

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(iii) 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.

13.5 Power of the Authority to undertake Works

(i) In the event the Parties are unable to agree to the proposed Change of Scope Orders in
accordance with Clause 13.2, 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 of Defect Liability Period of work by other person or agency during the
remaining period of this agreement without any extra payment.

(ii) 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 minimizes the
disruption in operation of the Project. The provisions of this Agreement, insofar as they
relate to Works and Tests, shall apply mutatis mutandis to the Works carried out under
this Clause 13.5.

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 Article 14

Maintenance

14.1 Maintenance obligations of the Contractor

(i) The Contractor shall maintain the Project for a period of 10 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:

(a) 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
(b) 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.
(c) 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 theContract
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.
(d) For stand-alone Bridge/ Tunnel works: the contractor shall be paid @ 0.25% of
the Contract 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 excluding GST. The GST shall be paid separately. 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 the amount specified in Clause
19.1 (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 Clause 19.10.

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(ii) During the Maintenance Period, the Authority’s Engineer shall provide to the
Contractor access to the Site for Maintenance in accordance with this Agreement. The
obligations of the Contractor hereunder shall include:

(a) permitting safe, smooth and uninterrupted flow of traffic on the Project;
(b) undertaking routine maintenance including prompt repairs 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;
(c) undertaking repairs to structures;
(d) informing the Authority of any unauthorized use of the Project;
(e) informing the Authority of any encroachments on the Project; and
(f) operation and maintenance of all communication, patrolling, and
administrative systems necessary for the efficient maintenance of the Project
in accordance with the provisions of this Agreement.

(iii) 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 willful default or neglect of the Authority’s Engineer or a Force
Majeure Event.

(iv) The Contractor shall remove promptly from the Project any waste materials (including
hazardous materials and waste water), rubbish and other debris (including, without
limitation, accident debris) and keep the Project 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 conforms to the maintenance requirements set forth in Schedule-E
(the “Maintenance Requirements”).

14.3 Maintenance Programme

(i) 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:

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 (a) The condition of the Structure and road in the format prescribed by the
Authority’s Engineer;
(b) the proposed maintenance Works; and
(c) Deployment of resources for maintenance Works.

14.4 Safety, vehicle breakdowns and accidents

(i) 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 withoutdelay.
Such procedures shall conform to the provisions of this Agreement, Applicable Laws,
Applicable Permits and Good Industry Practice.

(ii) Deleted

14.5 Lane closure

(i) The Contractor shall not close any lane of the Project for undertaking 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.

(ii) Upon receiving the permission pursuant to Clause 14.5 (i), the Contractor shall be
entitled 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 stretch of 250 (two hundred
and fifty) meters, or part thereof, pay Damages to the Authority’s Engineer 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 due to failure of the Contractor,
the Contractor shall pay damages to the Authority’s Engineer at double the above rate,
without prejudice the rights of the Authority’s Engineer under this Agreement
including Termination thereof.

14.6 Reduction of payment for non-performance of Maintenance obligations

(i) 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

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 performance of Maintenance obligations by the Contractor and the Authority’s
Engineer 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’s Engineer under this Agreement, including Termination thereof.

(ii) 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 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’s Engineer 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’s Engineer as Damages.

14.8 Restoration of loss or damage to Project

Save and except as otherwise expressly provided in this Agreement, in the event that
the Project 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 conforms to the
provisions of this Agreement.

14.9 Overriding powers of the Authority

(i) If in the reasonable opinion of the Authority’s Engineer, 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.

(ii) 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’s Engineer
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; provided that the
exercise of such overriding powers by the Authority’s Engineer shall be of no greater
scope and of no longer duration than is reasonably required hereunder; provided
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 further that any costs and expenses incurred by the Authority’s Engineer in discharge
of its obligations hereunder shall be recovered by the Authority’s Engineer from the
Contractor, and the Authority’s Engineer shall be entitled to deduct any such costs and
expenses incurred from the payments due to the Contractorunder Clause 19.7 for the
performance of its Maintenance obligations.

(iii) 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 or give such directions to the Contractor as may be deemed
necessary; provided that the exercise of such overriding powers by the Authority’s
Engineer 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’s Engineer. 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’s
Engineer may issue in pursuance of the provisions of this Clause 14.9 (iii), and shall
provide assistance and cooperation to the Authority’s Engineer, on a best effort basis,
for performance of its obligations hereunder.

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

(i) The Authority’s Engineer shall undertake regular inspections to evaluate continuously
the compliance with the Maintenance Requirements.

(ii) 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 forthwith.

15.2 Inspection and payments

(i) The Authority’s Engineer may inspect the Project 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 inreasonable
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.

(ii) After the Contractor submits to the Authority’s Engineer the Monthly Maintenance
Statement for the Project 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.

(iii) 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.

(iv) 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 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 relating to the safety and
security of the Users and Project. 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 shall include:

(a) accident, death or severe injury to any person;

(b) damaged or dislodged fixed equipment;
(c) flooding of Project; and
(d) any other unusual occurrence.

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 Article 16

Traffic Regulation

16.1 Traffic regulation by the Contractor

(i) The Contractor shall take all the required measures and make arrangements for the
safety of Users during the Construction and Maintenance of the Project 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.

(ii) All works shall be carried out in a manner creating least interference to traffic passing
through the Project 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

(i) The Contractor shall be responsible for all the Defects and deficiencies, except usual
wear and tear in the Project 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:

(a) 5 (five) years from the date of completion in case of a road being constructed
with flexible pavement;
(b) 10 (ten) years from the date of completion in case of road being constructed
with rigid pavement;
(c) 10 (ten) years from the date of completion in case of road being constructed
with flexible pavement using perpetual design;
(d) 10 (ten) years from the date of completion in case of all stand-alone structures,
e.g. Major Bridges/ and Tunnels;
(e) 10 (ten) years from the date of completion for the stretches where new
technology/ material has been/ is proposed to be used.
(f) 3 (three) years from the date of completion for stretches requiring renewal of
Bituminous Concrete (BC) layer through either using hot-in-place recycling of
the entire BC layer or providing a fresh layer of BC with 40mm thickness.
(g) 3 (three) years from the date of completion for stretches requiring
improvement to riding quality, in cases other than those mentioned in para (f)
above, through laying a layer of BM/DBM and BC.

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 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.

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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:

(a) the design of the Project;

(b) Plant, Materials or workmanship not being in accordance with this Agreement
and the Specifications and Standards;
(c) improper maintenance during construction of the Project by theContractor;
and/ or
(d) 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 conform to the
Specifications and Standards and the provisions of this Agreement. All costs
consequent thereon shall, after due consultation with the Authority and the Contractor,
be determined by the Authority’s Engineer. The cost so determined andan 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 the identified Defects
under Clause 17.2 have been remedied or rectified.

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 Article 18

Authority’s Engineer

18.1 Authority’s Engineer

The officer in-charge of the Authority i.e. Authority Engineer (Executive Engineer, MPPWD)
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 there of
to the Authority's Engineer.

18.2 Duties and authority of the Authority’s Engineer

(i) 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:

(a) any Time Extension;

(b) any additional cost to be paid by the Authority to the Contractor;
(c) the Termination Payment;
(d) issuance of Completion Certificate; or
(e) any other matter which is not specified in (a), (b), (c) or (d) above and which
creates financial liability on either Party.

(ii) 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).

(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. 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

(i) The Authority’s Engineer may, by order in writing, delegate any of his duties and
94
 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.

(ii) 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.

(iii) Notwithstanding 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

(i) 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 Clause
18.3.

(ii) 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.

(iii) In case the Contractor does not receive the confirmation of the oral instructions within
the time specified in Clause 18.4 (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 within 2 (two) days of the receipt of the
communication from the Contractor, the Contractor may not carry out the instructions.

(iv) 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

(i) 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.

(ii) 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,
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 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

(i) 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 are done immediately.

(ii) 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 resolution of therepresentation. In the
event that the appointment of the Authority’s Engineer is terminated hereunder, the
Authority shall appoint forthwith another Authority’s Engineer or designate its own
officers as Authority's Engineer in accordance with Clause 18.1 and 18.7 (i).

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 Part IV

Financial Covenants

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 Article 19

Payments

19.1 Contract Price

(i) 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, which shall be paid
separately in accordance with the provisions of Clause 19.7. 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.

(i) GST shall be separately payable to the contractor on the payable amount of the work done
as per time-to-time amendments made by the government. The Contract Price includes all
duties, taxes, royalty, cess, charges, and fees except GST 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 includingany 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 percentages as applicable by the utility owning
department except supervision charges) as given in clause 9.2 and schedule B.

(ii) 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 and 19.17.

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

(iv) Unless otherwise stated in this Agreement, the Contract Price covers all the
Contractor’s obligations for the Works under this Agreement and all things necessary
for the Construction and the remedying of any Defects in the Project.

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

19.2 Advance Payment

(i) The Authority’s Engineer shall make an interest-bearing advance payment (the
“Advance Payment”) @ “Bank Rate + 3%”, equal to 10 % (ten percent) of the Contract
Price, exclusively for mobilization expenses. The Advance Payment for mobilization
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.

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(ii) In addition to above, the Authority’s Engineer 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 mobilization expenses in this Agreement. The maximum of such
advance shall be 5% (five per cent) of the Contract Price against Bank Guarantee. This
advanceshall be further subject to the condition that:

(a) such new equipment are considered by the Authority’s Engineer to be

necessary for the works and
(b) 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 reducingbalance
basis. The interest would be recovered along with the recovery of mobilizationAdvance
Payment as per provision laid down for the mobilization advance recovery.

(iii) The Contractor may apply to the Authority’s Engineer 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 per cent) of such instalment, substantially in the form provided at Annex-III of
Schedule-G, to remain effective till the complete and full repayment thereof.

(iv) At any time, after 60 (sixty) days from the Appointed Date, the Contractor may apply to
the Authority’s Engineer for the second instalment of the Advance Payment along with
an irrevocable and unconditional guarantee from a Bank for an amount equivalent to
110% (one hundred and ten per cent) 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.

(v) The Advance Payment shall be paid by the Authority’s Engineer to the Contractor
within 15 (fifteen) days of the receipt of its respective requests in accordance with the
provisionsof this Clause 19.2.

(vi) 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:

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 (a) deductions shall commence in the first Stage Payment Statement;
(b) deductions shall be made at the rate of 15% (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;
(c) 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.

(vii) 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

(i) 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.

(ii) 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.

(iii) Any reduction in the Contract Price arising out of Change of Scope or the works
withdrawn under Clause 8.3 shall not affect the amounts payable for the 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 reduction in payment shall be restricted to relevant
payments for Major Bridges only and the payment due in respect of all other stage
payments under 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 isrestricted to the said
Change of Scope or withdrawal, as the case may be, and does notalter the payments due
for and in respect of items or stage payments which do not form part of such Change of
Scope or withdrawal.

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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

(i) 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) percent of the amount
so determined as part payment against the Stage Payment Statement, pendingissue 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’s Engineer
shallmake electronic payment directly to the Contractor’s bank account.

(ii) Within 15 (fifteen) days of the receipt of the Stage Payment Statement referred 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 payable to the Contractor,
after adjusting the payments already released to the 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
therefor.

(iii) In cases where there is a difference of opinion as to the value of any stage, the
Authority’s Engineer’s view shall prevail and interim payments shall be made to the
Contractor on this basis; provided that the foregoing shall be without prejudice to the
Contractor’s right to raise a Dispute.

(iv) The Authority’s Engineer may, for reasons to be recorded, withhold from payment:

(a) 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
(b) the estimated cost of rectification of work done being not in accordance with
this Agreement.

(v) Payment by the Authority shall not be deemed to indicate the Authority’s Engineer's
acceptance, approval, consent or satisfaction with the work done.

19.6 Monthly Maintenance Statement of the Project

(i) The Contractor shall submit to the Authority’s Engineer a monthly maintenance
statement (“Monthly Maintenance Statement”) in 3 (three) copies by the 7th

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 (seventh) day of each month in the format set forth in Schedule-O for the Maintenance
of the Project during the previous month.

(ii) The monthly lump sum amount payable for Maintenance shall be 1/12th (one- twelfth)
of the annual cost of Maintenance as specified in Clause 14.1 (i).

19.7 Payment for Maintenance of the Project

(i) Within 15 (fifteen) days of receipt of the Monthly Maintenance Statement from the
Contractor pursuant to Clause 19.6, the Authority’s Engineer shall verify the
Contractor’s monthly maintenance statement and certify the amount to be paid to the
Contractor taking into account:

(a) Compliance with the Maintenance Requirements; and

(b) Reduction for non-compliance with the Maintenance Requirement in
accordance with Clause 19.7 (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.

(ii) Maintenance shall be measured in units of one kilometer 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.

(iii) 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.

(iv) 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.

19.8 Payment of Damages

(i) The Contractor may claim Damages due and payable to it in accordance with the
provisions of this Agreement.

(ii) 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

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 pay to the Contractor interest thereon and the provisions of Clause 19.9 shall apply
mutatis mutandis thereto.

19.9 Time of payment and interest

(i) 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:

(a) 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 period of 30 (thirty) days, the Authority’s
Engineer shall pay the amount shown in the Contractor’s Stage Payment
Statement and any discrepancy therein shall be added to, or deducted from, the
next payment certificate issued to the Contractor; and
(b) 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 Engineer in accordance with the provisions of
Clause 19.15 for certification.

(ii) Deleted.

19.10 Price adjustment for the Works

(i) The amounts payable to the Contractor for Works shall be adjusted in accordance with
the provisions of this Clause 19.10

(ii) 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, by the addition or
subtraction of the amounts determined by the formulae prescribed in Clause 19.10 (iv).

(iii) 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.

(iv) 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

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other material inputs in accordance with the principles, procedures and formulae
specified below:

(a) Price adjustment shall be applied on completion of the specified stage of the
respective item of work in accordance with Schedule-H;
(b) Adjustment for each item of work/stage shall be made separately;
(c) 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:
i. Road works; and

ii. Other works

BR = Value of work done for the completion of a stage under the items Major
Bridges and Structures (Schedule-H)
(d) Price adjustment for changes in cost shall be paid in accordance with the
following formulae:

(i)

(ii)

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).

PB, PC, PL, PM, and PS are the percentages of bitumen, cement, labour, other materials,
and steel/components (including strands and cables) respectively for the 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).

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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 on the Base Date.

BI=the official retail price of bitumen at nearest refinery 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 [Madhya Pradesh] on the Base Date.

FI=The official retail price of HSD oil at the existing consumer pumps of IOC in the State of
[Madhya Pradesh] 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 nearest city in the State of
Madhya Pradesh], 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 monthto
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 tothe
month to which the IPC relates.

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 (e) The following percentages shall govern the price adjustment of the Contract
Price:
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 grantedtherefor 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 may be.

19.12 Price adjustment for Maintenance of Project

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:

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

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 W0= The wholesale price index (all commodities) for the month of the Base Date.
W I= The wholesale price index (all commodities) for the first day of the quarter under
consideration for determining the price adjustment.

19.13 Final Payment Statement

(i) Within 90 (ninety) days after receiving the Completion Certificate under Clause 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:

(a) the summary of Contractor’s Stage Payment claims for Works as submitted in
accordance with Clause 19.4;
(b) the amounts received from the Authority’s Engineer against each claim; and
(c) any further sums which the Contractor considers due to it from the Authority’s
Engineer.
If the Authority’s Engineer disagrees with or cannot verify any part of the Final
Payment Statement, the Contractor shall submit such further informationas the
Authority’s Engineer may reasonably require. The Authority’s Engineer shall
deliver:
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.

(ii) If the Authority’s Engineer does not prescribe the form referred to in Clause 19.13 (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 representsfull 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 90 (ninety) 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

107
 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’s Engineer shall ascertain from the Authority all
amounts previously paid by the Authority’s Engineer and for all sums to which the
Authority’s Engineer is entitled, the balance, if any, due from the Authority’s Engineer
to the Contractor or from the Contractor to the Authority’s Engineer, as the case may
be.

(ii) The Authority’s Engineer 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 90 (ninety) 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, with supporting documents showing the details set
forth below in the form prescribed by the Authority’s Engineer:

(a) the total amount claimed in accordance with clause 19.7 (i) and
(b) any sums which the Contractor considers to be due to it, with supporting
documents.

(ii) 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’s Engineer shall make payment within a period of 90 (ninety) days of the
certification of final payment statement of Maintenance.

(iii) 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) days from the date it becomes
reasonably aware of such addition in cost, notify the Authority with a copy to the
Authority’s Engineer of such additional cost due to Change in Law.

(ii) If as a result of Change in Law, the Contractor 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

108
 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.

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’s Engineer 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 bonus equivalent to 0.03%
(zero point zero three per cent) of the Contract Price for each dayby 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.

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

(iii) Subject to the exceptions specified in Clause 20.1 (iv) below, the Contractor shall, save
and except as provided for in this Agreement, fully indemnify, hold harmless and
defend the Authority from and against any and all losses, damages, costs, charges
and/or claims with respect to:

(a) the death of or injury to any person; or

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

(iv) Notwithstanding anything stated above in Clause 20.1 (iii), the Authority’s Engineer
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:

(a) the use or occupation of land or any part thereof by the Authority’s Engineer;
(b) the right of the Authority to execute the Works, or any part thereof, on, over,
under, in or through any land;
(c) 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
(d) the death of or injury to persons or loss of or damage to property resulting from
any act or neglect of the Authority’s Engineer, 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’s Engineer, its servants or agents
or other contractors not associated with the Contractor in such injury or
damage.

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(v) 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.

(vi) The Contractor shall provide to the Authority’s Engineer, 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

No later than 15 (fifteen) days after the date of this Agreement, the Contractor 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 furnish to the Authority’s
Engineer notarised true copies of the certificate(s) of insurance, 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 of such proposed cancellation, modification
or non- renewal has been delivered by the Contractor to the Authority’s Engineer. The
Contractor shall act in accordance with the directions of the Authority’s Engineer.
Provided that the Contractor shall produce to the Authority’s Engineer 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’s Engineer shall have the option to either
keep in force any such insurances, and pay such premia and recover the costs thereof
fromthe 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.

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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 thereunder against, inter alia, the Authority’s Engineer, and its assigns,
successors, undertakings and their subsidiaries, Affiliates, employees, insurers and
underwriters, 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’s Engineer 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

Any such insurance maintained or effected in pursuance of this Article 20 shall include
a cross liability clause such that the insurance shall apply to the Contractor and to the
Authority’s Engineer 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’s Engineer 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’s Engineer, its agents
or servants. The Contractor shall indemnify and keep indemnified the Authority’s
Engineer fromand 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’s Engineer 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 from and against any liability incurred in pursuance of this Article 20.
Provided that for the purposes of this Clause 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

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 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 and the receiptfor 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 and the provisions of this Agreement inrespect 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:

(a) immediately deposit copies of the policies or certificates of any insurancewhich

it is required to effect under the Contract, together with receipts for the
premiums;
(b) effect all insurances for which the Contractor is responsible with an insurer
approved by the Authority’s Engineer;
(c) make no material changes to the terms of any insurance without the Authority’s
Engineer’s approval;
(d) 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’s Engineer has effected in relation to the Facility and notified to the
Contractor;and shall provide all assistance to the Authority’s Engineer in the
application for, and finalization of, such comprehensive insurance package;
(e) 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;
(f) provide all assistance to the Authority’s Engineer in the application for, and
finalization of, such comprehensive insurance package;
(g) 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’s Engineer may
elect to pay the Contractor's share and adjust it against amounts payable to the

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 Contractor under this Agreement;
(h) 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;
(i) require all the Sub-Contractors providing equipment and materials or services
to the Contractor or the Authority to obtain, maintain and keep in force during
the time in which they 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 fulfillment of this
requirement; and
(j) 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:

(a) act of God, epidemic, extremely adverse weather conditions, lightning,

earthquake, landslide, cyclone, flood, volcanic eruption, chemical orradioactive
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);
(b) strikes or boycotts (other than those involving the Contractor, Sub- contractors
or their respective employees/ representatives, or attributable to any act or
omission of any of them) interrupting supplies and services to the Project 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 Clause 21.3;
(c) any failure or delay of a Sub-contractor but only to the extent caused byanother
Non-Political Event;
(d) 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’s
Engineer;
(e) 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
(f) any event or circumstances of a nature analogous to any of the foregoing.

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21.3 Indirect Political Event

An Indirect Political Event shall mean one or more of the following acts or events:
(a) 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;
(b) industry-wide or State-wide strikes or industrial action for a continuous period
of 24 (twenty-four) hours and exceeding an aggregate period of 10 (ten) days
in an Accounting Year;
(c) any civil commotion, boycott or political agitation which preventsconstruction
of the Project by the Contractor for an aggregate periodexceeding 10 (ten) days
in an Accounting Year;
(d) any failure or delay of a Sub-contractor to the extent caused by any Indirect
Political Event;
(e) any Indirect Political Event that causes a Non-Political Event; or
(f) 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:

(a) Change in Law, only if consequences thereof cannot be dealt with under and in
accordance with the provisions of Clause 19.17;
(b) compulsory acquisition in national interest or expropriation of any Project
Assets or rights of the Contractor or of the Sub-Contractors;
(c) 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 result from the Contractor’s
or any Sub-contractor’s inability or failure to comply with any condition
relating to grant, maintenance or renewal of such clearance, licence,
authorisation, no objection certificate, exemption, consent, approval or permit;
(d) any failure or delay of a Sub-contractor but only to the extent caused byanother
Political Event; or
(e) 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 report
such occurrence to the other Party forthwith. Any notice pursuant hereto shall include
full particulars of:

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 (a) 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;
(b) 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;
(c) the measures which the Affected Party is taking or proposes to take for
alleviating the impact of such Force Majeure Event; and
(d) any other information relevant to the Affected Party’s claim.

(ii) 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.

(iii) 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) Upon the occurrence of any Force Majeure after the Appointed Date, the costs incurred
and attributable to such event and directly relating to this Agreement (the “Force
Majeure costs”) shall be allocated and paid as follows:

(a) 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;
(b) upon occurrence of an Indirect Political Event, all Force Majeure costs
attributable to such Indirect Political Event shall be borne by the Contractor.
However the reasonable Extension of Time shall be permissible based on the
number of days, the contractor was unable to carry out the works.
(c) upon occurrence of a Political Event, all Force Majeure costs attributable to
such Political Event shall be reimbursed by the Authority to the Contractor.
(d) 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.

(ii) 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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(iii) 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

If a Force Majeure Event subsists for a period of 60 (sixty) days or more within a
continuous period of 180 (one hundred and eighty) 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) In the event of this Agreement being terminated on account of a Non-Political Event,
the Termination Payment shall be an amount equal to the sum payable under Clause
23.5.

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.

(ii) If Termination is on account of an Indirect Political Event, the Termination Payment

shall include:

(a) any sums due and payable under Clause 23.5; and
(b) 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 in
conformity 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.

(iii) 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:

(a) the suspension of performance shall be of no greater scope and of no longer

duration than is reasonably required by the Force Majeure Event;
(b) the Affected Party shall make all reasonable efforts to mitigate or limit damage
to the other Party arising out of or as a result of the existence or occurrence of
such Force Majeure Event and to cure the same with due diligence; and
(c) 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 authorize any
other person to exercise or perform the same on its behalf during such suspension (the
“Suspension”). Suspension hereunder 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 licenses and sub-licenses
respectively, the Authority or any other person authorized by it under Clause 22.1 to
use during Suspension, all Intellectual Property belonging to or licensed to the
Contractor with respect to the Project and its design, engineering, construction and
maintenance, and which is used or created by the Contractor 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. For the avoidance of doubt, the Parties expressly agree that the Authority
may, in its discretion, revoke the Suspension at any time, whether or not thecause of
Suspension has been rectified or removed hereunder.

(ii) 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

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 Notice. The Authority shall, within 15 (fifteen) days of receipt of such notice,
terminate this Agreement under and in accordance with Article 23.

(ii) Notwithstanding 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, mutatis mutandis, 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 within a
Cure Period of 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:

(a) the Contractor fails to provide, extend or replenish, as the case may be, the
Performance Security in accordance with this Agreement;
(b) after the replenishment or furnishing of fresh Performance Security in
accordance with Clause 7.3, the Contractor fails to cure, within a Cure Period
of 30 (thirty) days, the Contractor Default for which the whole or part of the
Performance Security was appropriated;
(c) 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;
(d) the Contractor abandons or manifests intention to abandon the construction or
Maintenance of the Project without the prior written consent of the Authority;
(e) 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;
(f) the Project Completion Date does not occur within the period specified in
Schedule-J for the Scheduled Completion Date, or any extension thereof;
(g) the Contractor fails to rectify any Defect, the non-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;
(h) 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’s Engineer;
(i) the Contractor creates any Encumbrance in breach of this Agreement;
(j) an execution levied on any of the assets of the Contractor has caused a Material
Adverse Effect;

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(k) 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 on the Project;
(l) 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’s Engineer, a Material Adverse Effect;
(m) 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;

(n) 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;
(o) 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;
(p) the Contractor has failed to fulfil any obligation, for which failure Termination
has been specified in this Agreement; or
(q) 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.
(r) 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:
i. for doing or forbearing to do any action in relation to the Contract, or
ii. 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

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 inducements and rewards to Contractor’s Personnel shall not entitle
termination.

(ii) 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 shallby a notice
inform the Contractor of its intention to issue such Termination Noticeand grant 15
(fifteen) days to the 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.

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

(a) 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;
(b) The Cure Period provided in the Agreement shall not relieve the Contractor
from liability for Damages caused by its breach or default;
(c) The Cure Period shall not in any way be extended by any period of suspension
under the Agreement;
(d) 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 Contractor for damages
incurred) shall be extended by the period taken by the Authority to accord its
required approval.

(iv) 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 Deleted.

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:

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

23.5 Valuation of Unpaid Works

(i) Within a period of 45 (forty-five) days after Termination under Clause 23.1, 23.2 or
23.3, as the case may be, has taken effect, the Authority’s Engineer shall proceed in
accordance with Clause 18.5 to determine as follows the valuation of unpaid Works
(the “Valuation of Unpaid Works”):

(a) value of the completed stage of the Works, less payments already made;
(b) 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
(c) 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.

(ii) 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
’s Engineer shall:

(a) encash and appropriate the Performance Security, Additional Performance

Security if any and Retention Money, or in the event the Contractor has failed
to replenish or extend the Performance Security and Additional Performance
Security if any, 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;
(b) encash and appropriate the Bank Guarantee, if any, for and in respect of the
outstanding Advance Payment and interest thereon; and
(c) 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.

(ii) Deleted.

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(iii) Termination Payment shall become due and payable to the Contractor within 120 (one
hundred and twenty) days of a demand being made by the Contractor to the Authority
with the necessary particulars (to the satisfaction of the Authority), and in the event of
any delay, the Authority’s Engineer shall pay interest at Bank Rate + 3% per annum, on
the amount of Termination Payment remaining unpaid. For the avoidance of doubt, it
is expressly agreed that Termination Payment shall constitute full discharge by the
Authority’s Engineer of its payment obligations in respect thereof hereunder.

(iv) 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:

(a) property and ownership in all Materials, Plant and Works and the Project shall,
as between the Contractor and the Authority’s Engineer, vest in the Authority’s
Engineer in whole; provided that the foregoing shall be without prejudice to
Clause 23.6;
(b) 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
(c) the Authority’s Engineer shall be entitled 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’s
Engineer 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.

(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
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 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) Any attempt or endeavor for foreclosure by mutual agreement shall be without
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’s Engineer, which consent the
Authority’s Engineer 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’s Engineer,
assign its rightto 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

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 whatever kind and nature, whether arising out of any
breach by the Contractor 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
against any and all loss and/or damages arising out of or with respect to:

(a) failure of the Contractor to comply with Applicable Laws and Applicable
Permits;
(b) 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
(c) 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.

(ii) 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

131
 or suspension of the injunction or restraint order. If, in any such suit, action, claim or
proceedings, the Project, 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 Authority a license, at no cost to the
Authority, authorizing continued use of the infringing work. If the Contractor is unable
to secure such license within a reasonable time, the Contractor shall, at its ownexpense,
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 satisfaction.

25.4 Defense 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 hereunder, 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 defense 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 defense. 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 be entitled 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).

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(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:

(a) the employment of counsel by such party has been authorized in writing by the
Indemnifying Party; or
(b) 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 defense of such action; or
(c) the Indemnifying Party shall not, in fact, have employed independent counsel
reasonably satisfactory to the Indemnified Party, to assume the defense of such
action and shall have been so notified by the Indemnified Party; or
(d) the Indemnified Party shall have reasonably concluded and specifically notified
the Indemnifying Party either:
i. that there may be specific defenses 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 defense 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.

133
 Article 26

Dispute Resolution

26.1 No dispute can be raised except before the Superintending Engineer as defined in Contract data
in writing giving full description and grounds of dispute. It is clarified that merely recording
protest while accepting measurement and/or payment shall not be taken as raising a dispute.

26.2 No dispute can be raised after 45 days of its first occurrence. Any dispute raised after expiry of
45 days of its first occurrence shall not be entertained and the Superintending Engineer shall
not be liable for claims arising out of such dispute.
26.3 The Superintending Engineer shall decide the matter within 45 days.
26.4 Appeal against the order of the Superintending Engineer can be preferred within 30 days to the
Chief Engineer as defined in the contract data. The Chief Engineer shall decide the dispute
within 45 days.
26.5 Appeal against the order of the Chief Engineer can be preferred before the Madhya Pradesh
Arbitration Tribunal constituted under Madhya Pradesh Madhyastham Adhikaran Adhiniyam,
1983
26.6 The contractor shall have to continue execution of the works with due diligence
notwithstanding pendency of a dispute before any authority or forum.

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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 [Bhopal] shall have exclusive jurisdiction over
matters arising out of or relating to this Agreement.

27.2 Waiver of immunity

Each Party unconditionally and irrevocably:

(a) agrees that the execution, delivery and performance by it of this Agreement
constitute commercial acts done and performed for commercial purpose;
(b) 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;
(c) 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
(d) consents generally in respect of the enforcement of any judgment 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 judgment that may be made or given in connection therewith).

27.3 Deleted.

27.4 Waiver

(i) Waiver, including partial or conditional waiver, by either Party of any default by the
other Party in the observance and performance of any provision of or obligations under
this Agreement:-

135
 (a) 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;
(b) shall not be effective unless it is in writing and executed by a duly authorised
representative of the Party; and
(c) shall not affect the validity or enforceability of this Agreement in any manner.

(ii) 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 thereunder
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:

(a) 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 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
(b) 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:

(a) 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
(b) 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.

136
(ii) All obligations surviving Termination shall only survive for a period of 1 (one) year
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
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 deemedto 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 otherwise 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.

137
27.13 Notices

Any notice or other communication to be given by any Party to the other Party under
or in connection with the matters contemplated by this Agreement shall be in writing
and shall:

(a) in the case of the Contractor, be given by facsimile or e-mail and by letter
delivered by hand to the address given 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’s Engineer; provided that notices or other
communications to be given to an address outside [Bhopal] may, if they are
subsequently confirmed by sending a copy thereof by registered
acknowledgement due, air mail or by courier, be sent by facsimile or e-mail to
the person as the Contractor may from time to time designate by notice to the
Authority;
(b) in the case of the Authority’s Engineer, be given by facsimile or e-mail and by
letter delivered by hand and be addressed to the Engineer-in-Chief, MPPWD
with a copy delivered to the Authority, Authority’s Engineer, Authority
Representative or such other person as the Authority may from time to time
designate by notice to the Contractor; provided that if the Contractor does not
have an office in Bhopal it may send such notice by facsimile or e-mail and by
registered acknowledgement due, air mail or by courier; and
(c) any notice or communication by a Party to the other Party, given in accordance
herewith, shall be deemed to have been delivered when in the normal course of
post it ought to have been delivered and in all other cases, it shall be deemed to
have been delivered on the actual date and time of delivery; provided that in
the case of facsimile or e- mail, it shall be deemed to have been delivered on the
working day following the date of its delivery.

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.

138
27.17 Copyright and Intellectual Property rights

(i) As between the Parties, the Contractor shall retain the copyright and otherIntellectual
Property rights in the Contractor's documents and other design documents made by
(or on behalf of) the Contractor. The Contractor shall be deemed (by signing this
Agreement) to give to the Authority a non-terminable transferable non-exclusive
royalty-free licensee to copy, use and communicate the Contractor's documents,
including making and using modifications of them. This licensee shall:

(a) apply throughout the actual or intended working life (whichever is longer) of
the relevant parts of the Works;
(b) 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
(c) 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.

(ii) 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.

(iii) 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 and 25.

(ii) The total liability of one Party to the other Party under and in accordance with 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,
139
 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
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 otherIntellectual
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:

(a) apply throughout the actual or intended working life (whichever is longer) of
the relevant parts of the Works,
(b) 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
(c) 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.

(iii) 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.

140
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
with safety, security or environmental protection to inspect the Project and to
investigate any matter within their authority and upon reasonable notice, the
Contractor shall provide to such persons reasonable assistance necessary to carry out
their respective duties and functions with minimum disruption to the construction,
operation and maintenance of the Project 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 effect till the Termination Date i.e. the Parties perform all
their respective 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:

(a) 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
(b) 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 therewith.

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.

141
Schedules

142
 Schedule-A

(See Clauses 2.1 and 8.1)

Site of the Project

1 The Site

(i) Site of the [Two-Lane] Project 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 are specified in Annex-III. In the case of sections
where no modification in the existing alignment of the Project 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 Projects 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

[Note: Through suitable drawings and description in words, the land, buildings, structures and
road works comprising the Site shall be specified briefly but precisely in this Annex-I.
All the chainages/ location referred to in Annex-I to Schedule-A shall be existing
chainages.]

1. Site

The Site of the [..................................] Project comprises the section of [................................

road] commencing from Chainage ................. to Chainage ................................ i.e. the
............................... mtr. section in the State of Madhya Pradesh.
The land, carriageway and structures comprising the Site are described below.

2. Land

The Site of the Project comprises the land (sum total of land already inpossession
and land to be possessed) as described below:

Remarks
Chainage (km)
S. No. Right of Way (m)
From To
Existing Required

3. Carriageway

The present carriageway of the Project is [..................... Lane]. The type of the existing
pavement is [.................................].

4. Major Bridges

The Site includes the following Major Bridges:

S. Chainage Type of Structure No. of Spans Width

No. (km) with span (m)
Foundation Sub- Super- length (m)
structure structure

144
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. Chainage Type of Structure No. of Spans Width ROB/

No. (km) with span (m) RUB
Foundation Superstructure length (m)

6. Grade separators

The Site includes the following grade separators:

S. Chainage Type of Structure No. of Spans with Width

No. (km) span length (m) (m)
Foundation Superstructure

7. Minor Bridges

The Site includes the following minor bridges:

S. Chainage Type of Structure No. of Spans Width

No. (km) with span (m)
Foundation Sub- Super- length (m)
structure structure

8. Railway Level Crossings

The Site includes the following railway level crossings:

S. No. Location (km) Remarks

145
9. Underpasses (vehicular, non vehicular)

The Site includes the following underpasses:

S. No. Chainage (km) Type of Structure No. of Spans with Width

span length (m) (m)

10. Culverts

The Site has the following culverts:

S. No. Chainage Type of Culvert Span /Opening with span Width

(km) length (m) (m)

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

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

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)

146
14. Major junctions

The details of major junctions are as follows:

S. No. Location At Separated Category of Cross Road

grade
From km to km NH SH MDR Others

(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 T -junction Cross road

16. Bypasses

The details of the existing road sections proposed to be bypassed are as follows:

S. No. Name of bypass Chainage (km) From Length (in

(town) km to km Km)

[17. Other structures]

[Provide details of other structures, if any.]

147
 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:

Date of
Length Width
Sl. No From km to km providing
(km) (m)
Right of Way*
(1) (2) (3) (4) (5)
(i) Full Right of Way (full width) 90% of the
(a) Stretch ROW to be
handed over on
(b) Stretch
appointed date
(c) Stretch and balance
(ii) Part Right of Way (part width) within 180 days
(a) Stretch from Appointed
(b) Stretch Date.
(c) Stretch
(iii) Balance Right of Way (width)
(a) Stretch
(b) Stretch
(c) Stretch

148
 Annex - III

(Schedule-A)

Alignment Plans

The existing alignment of the Project shall be modified in the following sections asper the
alignment plan indicated below:

(i) The alignment of the Project 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 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/designrequirement.

(ii) Traffic Signage plan of the Project showing numbers & location of traffic signs is
enclosed. The contractor shall, however, improve/upgrade upon the traffic signage
plan as indicated in Annex-III based on site/design requirement as per the relevant
specifications/IRC Codes/Manual.

149
 Annex – IV
(Schedule-A)
Environment Clearances

The following environment clearances have been obtained: [***]

The following environment clearances are awaited: [***]

150
 Schedule - B

(See Clause 2.1)

Development of the Project

1. Development of the Project

Development of the Project shall include design and construction of theProject as

described in this Schedule-B and in Schedule-C.

2. Rehabilitation and augmentation (if applicable)

[Rehabilitation and augmentation] shall include [..................................] of the Project as

described in Annex-I of this Schedule-B and in Schedule-C.

3. Specifications and Standards

The Project shall be designed and constructed in conformity with theSpecifications

and Standards specified in Annex-I of Schedule-D.

151
 Annex – I

(Schedule-B)

Description of Project]$

[Note: Description of the Project shall be given by the Authority in detail together with
explanatory drawings (where necessary) to explain the Authority’s
requirements precisely in order to avoid subsequent changes in the Scope of the
Project. The particulars that must be specified in this Schedule-B are listed
below as per the requirements of the Manual of Specifications and Standards
for Project Preparation Manual for Bridges [IRC: SP: 54 – 2018], referred to as
the Manual. If any standards, specifications or details are not given in the
Manual, the minimum design/construction requirements shall be specified in
this Schedule. In addition to these particulars, all other essential project specific
details, as required, should be provided in order to define the Scope of the
Project clearly and precisely.]

1. Widening of the Existing Highway

(i) The Project shall follow the existing alignment unless otherwise specified by the
Authority and shown in the alignment plans specified in Annex-III of Schedule-
A. 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 extent land is available.

(ii) Width of Carriageway

(a) Two-Laning [with/without] paved shoulders shall be undertaken. The

paved carriageway shall be [7(seven) m] wide in accordance with the
typical cross sections drawings in the Manual.
Provided that in the built-up areas [refer to paragraphs 2.1 (ii) (a) of the
Manual and provide necessary details]: the width of the carriageway
shall be as specified in the following table:

Sl. Built-up Location (km Width Typical cross

No. stretch to km) (m) section (Ref.
(Township) to Manual)

(b) Except as otherwise provided in this Agreement, the width of the paved
carriageway and cross-sectional features shall conform to paragraph 1.1
above.
2. Geometric Design and General Features
152
$ The contents of this Annex-I may be modified in accordance with the structure of the Project.

153
(i) General

Geometric design and general features of the Project shall be in accordance with
Section 2 of the Manual. Geometric design and general features of the Project including
approaches and loops/ ramps shall be in accordance with the Manual IRC SP 84:2019/
all other codes specified in Schedule D.

(ii) Design speed

The design speed shall be in accordance with annexure-III of the schedule-A at different
locations.

(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

(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]

(a) 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)

(b) In open country, [paved shoulders of 1.5 m width shall be provided and balance
1.0m width shall be covered with 150 mm thick compacted layer of granular
material].
(c) Design and specifications of paved shoulders and granular material shall
conform to the requirements specified in the relevant Manual.

154
(vi) Lateral and vertical clearances at underpasses
(a) Lateral and vertical clearances at underpasses and provision of
guardrails/crash barriers shall be as per the provision of relevant Manual.
(b) Lateral clearance: The width of the opening at the underpasses shall be as
follows:

Sl. Location (Chainage) Span/ opening Remarks

No. (from km to km) (m)

(vii) Lateral and vertical clearances at overpasses

(a) Lateral and vertical clearances at overpasses shall be as per the provision of
relevant Manual.
(b) Lateral clearance: The width of the opening at the overpasses shall be as
follows:

Sl. Location (Chainage) Span/ opening Remarks

No. (from km to km) (m)

(viii) Service roads

Service roads shall be constructed at the locations and for the lengths indicated below:
[Refer to the provision of relevant Manual and provide details]

Sl. Location of service Right hand side (RHS)/Left hand Length (km) of
No. road (from km to km) side (LHS)/ or Both sides service road

(ix) Grade separated structures

(a) Grade separated structures shall be provided as per provision of the

relevant Manual. The requisite particulars of grade separated structure are
given in clause 1 of Annexure-I of Schedule-B:

[Refer to the provision of relevant Manual and provide details]

Sl. Location of Length Number and Approach Remarks, if

No. structure (m) length of spans gradient any
(m)

155
 (b) In the case of grade separated structures, the type of structure and the level of
the Project and the cross roads shall be as follows: [Refer to the provision
of relevant Manual and specify the type of vehicular under pass/ overpass
structure and whether the cross road is to be carried at the existing level,
raised or lowered]

Sl. Location Type of Cross road at Remarks, if

No. structure any
Length (m) Existing Raised Lowered
Level Level Level

(x) Cattle and pedestrian underpass /overpass

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

(xi) Typical cross-sections of the Project

[Give typical cross-sections of the Project by reference to the Manual]

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.

[Refer to the provision of relevant Manual and specify the requirements. Explain where
necessary with drawings/sketches/general arrangement]
The requisite particulars of grade separated structure are given in clause 1 of Annexure-I of
Schedule-B

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
(ii) Grade separated intersection with/without ramps
Sl. Location Salient features Minimum length of Road to be carried
No. viaduct to be over/under the
provided structures

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

No. of finished road level]
(from km to km)

5. Pavement Design

(i) Pavement design shall be carried out in accordance with the provision of relevant
Manual.

(ii) Type of pavement

The pavement for improvement of Service/slip road shall be Rigid/ Flexible pavement as
per IRC 58: 2015/ IRC 37: 2019

[Refer to the provision of relevant Manual and state specific requirement, if any, of
providing cement concrete pavement.]

(iii) Design requirements

[Refer to the provision of relevant Manual and specify design requirements and
strategy]

(a) Design Period and strategy

Rigid pavement/ flexible pavement for new pavement or for widening and
strengthening of the existing pavement shall be designed as per relevant IRC codes
and MORT&H specification.
Flexible pavement for new pavement or for widening and strengthening of the
existing pavement shall be designed for a minimum design period of *** years.
157
 Stage construction shall not be permitted.
(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 ***
million standard axles.
Minimum Pavement composition shall be as per relevant provision of the manual.
S. No. Description Of Item Minimum Pavement Composition
1
2
3
4

(iv) Reconstruction of stretches

[Refer to the provision of relevant Manual and specify the stretches, if any, to be
reconstructed.]

The following stretches of the existing road shall be reconstructed. These shall be
designed as new pavement.

Sl. No. Stretch From km to km Remarks

6. Roadside Drainage

Drainage system including surface and subsurface drains for the Projectshall be
provided as per the provision of relevant Manual.

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:
[Refer to the provision of relevant Manual and specify the width of carriageway
of new bridges and structures of more than 60 (sixty) metre length, if the
carriageway width is different from 7.5 (seven point five) metres in the table
below.]

Sl. No. Bridge at km Width of carriageway and

cross-sectional features*

158
 (c) The following structures shall be provided with footpaths:
[Refer to the provision of relevant Manual and provide details of new
Structures with footpath.]

Sl. No. Location at km Remarks

* Attach typical cross-section, if necessary.

(d)
All types of bridges/ structures can be provided.
[Refer to the provision of relevant Manual and state if there is any exception]
(e) The following structures shall be designed to carry utility services specified in
table below:
[Refer to the provision of relevant Manual and provide details]

Sl. No. Bridge at km Utility service to be Remarks

carried

(f) Cross-section of the new culverts and bridges at deck level for the Project 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:
[Refer to the provision of relevant Manual and provide details]

Sl. No. Culvert location Span/Opening (m) Remarks, if any*

*[Specify modifications, if any, required in the road level, etc.]

(c) Widening of existing culverts:
All existing culverts which are not to be reconstructed shall be widened tothe
roadway width of the Project as per the typical cross section given in the
provision of relevant Manual. Repairs and strengthening of existing structures

159
 where required shall be carried out.

Sl. Culvert location Type, span, height and Repairs to be

No. width of existing culvert carried out
(m) [specify]

(d) Additional new culverts shall be constructed as per particulars given in the
table below:

Sl No. Culvert location Span/Opening (m)

(e) Repairs/replacements of railing/parapets, flooring and protection works of

the existing culverts shall be undertaken as follows:
[Refer to the provision of relevant Manual and provide details]

Sl. No. Location at km Type of repair required

(f) Floor protection works shall be as specified in the relevant IRC Codes and
Specifications.
(g) Construction of additional cross drainage structure on service road shall not
be considered as Change of scope.

(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]
[Refer to the provision of relevant Manual and provide details]

Adequacy or otherwise
Sl. Bridge location Salient details of of the existing
Remarks
No. (km) existing bridge waterway, vertical
clearance, etc*

*Attach GAD
(ii) The following narrow bridges shall be widened:

Sl. Existing Extent of Cross-section at deck

Location (km)
No. width (m) widening (m) level for widening @

160
 @ Attach cross-section

(b) Additional new bridges

[Specify additional new bridges if required, and attach GAD]
New bridges at the following locations on the Project shall beconstructed. GADs
for the new bridges are attached in the drawings folder.

S. No. Location (km) Total length (m) Remarks, if any

(c) The railings of existing bridges shall be replaced by crash barriers at the
following locations:
[Refer to the provision of relevant Manual and provide details:]

Sl. No. Location at km Remarks

(d) Repairs/replacements of railing/parapets of the existing bridges shall be

undertaken as follows:
[Refer to the provision of relevant Manual and provide details]

Sl. No. Location at km Remarks

(e) Drainage system for bridge decks

An effective drainage system for bridge decks shall be provided as specified in
the provision of relevant Manual
(f) Structures in marine environment
[Refer to the provision of relevant Manual and specify the necessary measures
/ treatments for protecting structures in marine environment, where
applicable]

(iv) Rail-road bridges

(a) Design, construction and detailing of ROB/RUB shall be as specified in the

provision of relevant Manual. [Refer to the provision of relevant Manual and
specify modification, if any]
(b) Road over-bridges
Road over-bridges (road over rail) shall be provided at the following level

161
 crossings, as per GAD drawings attached:

Sl. Location of Level crossing (Chainage km) Length of bridge (m)

No.

(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. Location of Level crossing (Chainage Number and length of

No. km) span (m)

(v) Grade separated structures

[Refer to the provision of relevant Manual]

The grade separated structures shall be provided at the locations and of the type andlength specified
in paragraphs 2 (ix) and 3 of this Annex-I. The requisite particulars of grade separated structure are
given in clause 1of Annexure-I of Schedule-B

(vi) Repairs and strengthening of bridges and structures

[Refer to the provision of relevant Manual and provide details]

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

No. to be carried out

(b) ROB / RUB

Sl. Location of Nature and extent of repairs /strengthening to be

No. ROB/RUB (km) carried out

(c) Overpasses/Underpasses and other structures

Sl. Location of Nature and extent of repairs /strengthening to be

No. Structure (km) carried out

162
(vii) List of Major Bridges and Structures

The following is the list of the Major Bridges and Structures:

Sl. No. Location

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

(i) Roadside furniture shall be provided in accordance with the provision of relevant
Manual.

(ii) Overhead traffic signs: location and size

[Refer to the provision of relevant Manual and provide details]

10. Compulsory Afforestation

[Refer to the provision of relevant Manual and specify the number of trees which are
required to be planted by the Contractor as compensatory afforestation.]

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

12. Special Requirement for Hill Roads

[Refer to the provision of relevant e Manual and provide details where relevant and
required.]

13. 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

163
 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.

14. Electrical Works

Street lighting shall be provided over Project Highway/ ramps/ loops/ medium bridge
including approaches. Street light poles will be aesthetically attractive with additional
arrangement of LED rice light around the poles and false ceiling with concealed LED light
arrangements shall be provided in the obligatory spans of the super structures over the 6 nos.
junctions / road crossings.

15. NSV Survey before start of work, at the completion stage and at every six months during
maintenance period.

164
 (Schedule B)
Annexure-II
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)

A Electrical Utilities

A1 Electrical Poles Nos.

A2 Electrical cables meters

A3 Transformers Nos.

- ------ --

- ------- --

B Water/Sewage
pipeline

B1 Sewage meters

B2 Water supply meters

- ------- --

- ------- --

C Felling of Tress Nos.

165
 (Schedule B)
Annex III
Brief description of the work as per department
Design and Specification
1. Name of the Project :-.............................................
Outline drawing no. :-..............................................

2. Length of the bridge

(Total length between :-.............................................
Faces of dirt walls)

3. Description of site
along with site plan :-..............................................
Drawing Number

4. Foundation strata :-..............................................

5. Type of foundation :-..............................................

6. Foundation levels proposed :-..............................................

7. Substructure:
(A) Piers :-.................................................
(b) Abutments :-.................................................
(c) Returns :-.................................................

8. Formation level :-.................................................

9. Soffit level :-.................................................

10. Superstructure :-.................................................

11. Bearings :-.................................................

12. Wearing coat :-.................................................

13. Kerb :-.................................................

14. Expansion joint between spans :-.................................................

15. Approach slab :-.................................................

16. Railings :-..................................................

17. Name Plates :-......................................

Note : It is clarified that the length and soffit level shown in the GAD / the data provided by the department shall be
treated as minimum requirement. If on the basis of survey, geological investigations, hydraulic data/calculations
& design as per standards and specifications carried out by the contractor, it is required to increase the length of
the bridge and or increase the soffit level, and or variate the founding level and or change the type of foundation,
no COS shall be permissible. In case the length arrived at after the design by the contractor is less than what is
shown in the GAD, the length provided in GAD shall be the basis for the construction. Similarly the soffit level shown
in the GAD shall not be lowered even if the same is determined to be lower as per the contractors design.
166
 (Schedule B)

Annex IV

Leading details, design data specifications and special features (if any)
for alternative design for the construction work
.

1. Location: The particulars of location of the proposed bridge are as under:

i) Name of road. :-.....................................

ii) Distance from the nearest

Railway Station. :-.....................................

iii) Distance from main town :-.....................................

iv) Siting :-.....................................

2. Hydraulic data:

i) Name of river :-.....................................

ii) Design discharge :-.....................................

iii) H.F.L+ Afflux :-.....................................

iv) Max Mean velocity :-.....................................

v (a) Maximum mean velocity at

formation level (to be specified
in case of submersible bridge only)
when flood level is at formation: :-.....................................

vi) L.W.L. :-.....................................

vii) Lowest bed level. :-.....................................

viii) Does river carry floating

timber/ debris during floods? :-.....................................

ix) Soffit level of the deck in

the central half of the clear opening. :-.....................................

3. Design Data:

a) Width of carriage way :- .....................................

b) Overall width :-......................................
c) Minimum vertical clearance
above H.F.L. + Afflux :-......................................

d) Scour level :-......................................

167
 For piers :-......................................
For abutments :-......................................

e) Foundation levels:

Piers :-...................................................
Abutments A1 :-...................................................
A2 :-...................................................
Returns R1 :-...................................................
R2 :-...................................................

f) Allowable bearing capacity at the foundation location excluding the effects of wind and
seismic factors shall be as under:

i) For pier foundation :-..........................................

ii) For abutment foundation

at foundation level :-..........................................

iii) For non load bearing abutments and at foundation other than specified in RFP, the safe
bearing capacity shall be ascertained from load test result.

4. Design Loading

As specified in IRC: 6-2017

Seismic effect:
The effect of seismic forces shall be in accordance with provisions of relevant IRC codes
amended up to the date of issue of RFP

Bridge is located in Seismic Zone :- .............................................

Importance factor :-...................................................

Note : It is clarified that the data shown above is indicative. The contractor has to carry out his own survey , geological
investigation and hydraulic design to arrive at the design HFL , foundation levels, scour level , soffit level, etc.

168
 (Schedule B)
Annex V
Change of Scope

1. The length of Structures and bridges specified here in above 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
under taken in accordance with the provisions of Article 13.
2. If on award of work, on the basis of survey, geological investigations, hydraulic data, and
design, it is considered necessary to increase the length of bridge or vary the foundation and/
or formation level due to change in the basic hydraulic and sub soil data, the contractor shall
carry out the work as per the design in accordance with specifications & standards. The
procedure for design shall be in accordance with the provisions contained in Article-10 of the
agreement.
3. It is clarified that the length and soffit level shown in the GAD / the data provided by the
department shall be treated as minimum requirement. If on the basis of survey, geological
investigations, hydraulic data/calculations & design as per standards and specifications
carried out by the contractor, it is required to increase the length of the bridge and or increase
the soffit level, and or variate the founding level and or change the type of foundation, no COS
shall be permissible. In case the length arrived at after the design by the contractor is less than
what is shown in the GAD, the length provided in GAD shall be the basis for the construction.
Similarly the soffit level shown in the GAD shall not be lowered even if the same is determined
to be lower as per the contractors design.

169
 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:

(a) toll plaza[s];

(b) roadside furniture;
(c) pedestrian facilities;
(d) tree plantation;
(e) New Jersey Crash barriers
(f) Safety Measures ;
(g) Street Lights d
(h) Utility Carrying Brackets
(i) Vertical Garden
(j) Noise Barriers
(k) Road Signages
(l) Others to be specified

2. Description of Project Facilities

Each of the Project Facilities is described below:

Sl. Project Facility Location Design Other essential

No. Requirements details

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.

170
 Schedule - D

(See Clause 2.1)

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.

2. Design Standards

The Project including Project Facilities shall conform to design requirements set out in
the following documents:

IRC SP: 84-2019 referred to as the Manual and all relevant Circulars of MORT&H and
MPPWD department up to date shall be applicable. Following codes, wherever applicable,
shall be referred to, for design and construction:
1 IRC 5-2015
2 IRC 6-2017
3 IRC 78-2014
4 IRC 112-2020
5 IRC 83 (Parts/ Sections as applicable)
6 IRC 123-2017
7 IRC SP 82-2008
8 IRC SP 37-2010
9 IRC SP 51-2015
10 IRC SP 90-2010
11 IRC SP 114-2018, etc.

171
 (Schedule-D)

Annex – I

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 Four Lane Highway Project IRC SP: 84-2019 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.

2. Deviations from the Specifications and Standards

(i) The terms “Concessionaire”, “Independent Engineer” and “Concession Agreement”
used in the Manual shall be deemed to be substituted by the terms “Contractor”,
“Authority’s Engineer” and “Agreement” respectively.
(ii) [Notwithstanding anything to the contrary contained in Paragraph 1 above, the
following Specifications and Standards shall apply to the Project, and for purposes of
this Agreement, the aforesaid Specifications and Standards shall be deemed to be
amended to the extent set forth below:]
Note 1: Deviations from the aforesaid Specifications and Standards shall be listed out here. Such
deviations shall be specified only if they are considered essential in view of project-specific
requirements.

S. No. Specifications As Per IRC SP- Deviations from IRC SP-

84:2019 84:2019
1 Overall width of elevated
corridor
2 Overall width of Entry Exit
Ramps

3 Overall width of Up & Down

Ramps

4 Overall width of Extra leg of

elevated corridor towards
__________
5 Overall width of Medium
Bridge
6 Bottom width of RCC crash
barriers at median
7 Overall width of approaches to
medium bridge

172
8 Overall width of service road
9 Design speed

173
 Schedule - E

(See Clauses 2.1 and 14.2)

Maintenance Requirements

1. Maintenance Requirements

(i) The Contractor shall, at all times maintain the Project in accordance with the provisions
of this Agreement, Applicable Laws and Applicable Permits.

(ii) The Contractor shall repair or rectify any Defect or deficiency set forth in Paragraph 2
of this Schedule-E within the time limit specified therein 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.

(iii) 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.

[Specify all the relevant documents]

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.

174
5. Emergency repairs/restoration

Notwithstanding anything to the contrary contained in this Schedule-E, if any Defect,

deficiency or deterioration in the Project 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 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 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.

175
 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:

Freque Maintena
Time limit for
Level of Service ncy of Tools/Equip Standards and References for nce
Rectification/
(LOS) Inspect ment Inspection and Data Analysis Specificati
Repair
ion ons
Perform
ance Accepta
Paramet Desirable
ble
Asset Type er

Flexible < 0.1 %

Length
Pavement of area IRC 82: 2015 and Distress Identification
Measuremen
and Manual for Long Term Pavement MORT&H
(Pavement t Unit like
subject to Performance Program, FHWA 2003 24-48 hours Specificatio
of MCW, Scale, Tape,
limit of (http://www.tfhrc.com/pavement/lttp/ n 3004.2
Service odometer
10 mm in reports/03031/)
Road, Potholes etc.
Nil depth Daily
approache

176
 Freque Maintena
Time limit for
Level of Service ncy of Tools/Equip Standards and References for nce
Rectification/
(LOS) Inspect ment Inspection and Data Analysis Specificati
Repair
ion ons
Perform
ance
Paramet Accepta
Desirable
Asset Type er ble

s of Grade
structure, <5%
approache subject to
s of limit of MORT&H
connecting 0.5 sqm 7-15 days Specificatio
roads, slip for any n 3004.3
roads, lay 50 m
byes etc. Cracking Nil length Daily
as
applicable
MORT&H
)
< 5 mm 15 -30 days Specificatio
Rutting Nil Daily Straight Edge n 3004.2

Corrugatio
< 0.1 % Length IRC:82-
ns and 2-7 days
of area Measuremen 2015
Shoving Nil Daily
t Unit like

177
 Freque Maintena
Time limit for
Level of Service ncy of Tools/Equip Standards and References for nce
Rectification/
(LOS) Inspect ment Inspection and Data Analysis Specificati
Repair
ion ons
Perform
ance
Paramet Accepta
Desirable
Asset Type er ble

Scale, Tape,
odometer MORT&H
< 1 % of
etc. 3-7 days Specificatio
area
Bleeding Nil Daily n 3004.4

IRC:82-
Ravelling < 1 % of 2015 read
7-15 days
/ area with IRC SP
Stripping Nil Daily 81

< 1 m for
any 100
m section
and IRC:82-
7- 15 days
Edge width < 2015
Deformati 0.1 m at
on/ any
Breaking Nil location, Daily
restricte

178
 Freque Maintena
Time limit for
Level of Service ncy of Tools/Equip Standards and References for nce
Rectification/
(LOS) Inspect ment Inspection and Data Analysis Specificati
Repair
ion ons
Perform
ance
Paramet Accepta
Desirable
Asset Type er ble

d to 30
cm from
the edge

Bi-
Roughness 2000 2400 Class I IRC:82-
Annuall 180 days
BI mm/km mm/km Profilometer 2015
y Class I Profilometer : ASTM E950 (98)
:2004 –Standard Test Method for
SCRIM
measuring Longitudinal Profile of
Bi-
Travelled Surfaces with Accelerometer
Skid 50SN Annuall (Sideway- 180 days BS: 7941-1:
force Established Inertial Profiling Reference
Number 60SN y 2006
Coefficient ASTM E1656 -94: 2000- Standard Guide
Routine for Classification of Automatic Pavement
Pavement Bi- Investigation Condition Survey Equipment
IRC:82-
Condition 3 2.1 Annuall Machine or 180 days
2015
Index y equivalent)

179
 Freque Maintena
Time limit for
Level of Service ncy of Tools/Equip Standards and References for nce
Rectification/
(LOS) Inspect ment Inspection and Data Analysis Specificati
Repair
ion ons
Perform
ance
Paramet Accepta
Desirable
Asset Type er ble

Other Bi-
IRC:82-
Pavement Annuall 2-7 days
2015
Distresses y

Falling
Deflection/
Weight IRC:115-
Remaining IRC 115: 2014 180 days
Annual Deflectomete 2014
Life
ly r

Rigid Bi-
ASTM E950 (98) :2004 and ASTM E1656 - IRC:SP:83-
Pavement Roughness 2200m 2400mm Annuall Class I 180 days
94: 2000 2008
BI m/km /km y Profilometer
(Pavemen
t of MCW,
Service Bi- SCRIM
Skid Resistance no. at IRC:SP:83-
Road, Skid Annuall IRC:SP:83-2008 180 days
different speed of vehicles 2008
Grade y (Sideway-
structure, force

180
 Freque Maintena
Time limit for
Level of Service ncy of Tools/Equip Standards and References for nce
Rectification/
(LOS) Inspect ment Inspection and Data Analysis Specificati
Repair
ion ons
Perform
ance
Paramet Accepta
Desirable
Asset Type er ble

approach Coefficient
es of Minimum Traffic Routine
connectin SN Speed Investigation
g roads, (Km/h) Machine or
slip equivalent)
roads, lay
36 50
byes etc.
as
applicabl 33 65
e)

32 80

31 95

31 110

181
 Freque Maintena
Time limit for
Level of Service ncy of Tools/Equip Standards and References for nce
Rectification/
(LOS) Inspect ment Inspection and Data Analysis Specificati
Repair
ion ons
Perform
ance
Paramet Accepta
Desirable
Asset Type er ble

Edge drop MORT&H

40m
at Nil Daily 7-15 days Specificatio
m
shoulders n 408.4

<2%
variation
in
Embankm Slope of prescrib MORT&H
ent/ camber/c Nil ed slope Daily IRC 7-15 days Specificatio
Slope ross fall of n 408.4
camber
/cross
fall Length
Measuremen
t Unit like
<15 % Scale, Tape, MORT&H
Embankme
Nil variation Daily odometer 7-15 days Specificatio
nt Slopes
in etc. n 408.4
prescribe

182
 Freque Maintena
Time limit for
Level of Service ncy of Tools/Equip Standards and References for nce
Rectification/
(LOS) Inspect ment Inspection and Data Analysis Specificati
Repair
ion ons
Perform
ance
Paramet Accepta
Desirable
Asset Type er ble

side
slope

Embankme
MORT&H
nt Nil Nil Daily 7-15 days
Specification
Protection NA

Daily
Speciall
Rain Cuts/
y MORT&H
Gullies in Nil Nil 7-15 days
During Specification
slope
Rainy
Season NA

183
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 >
For the case d < D/2
D/2

CRACKING

0 Nil, not discernible

No Action Not applicable
1 w < 0.2 mm. hair cracks
Single Discrete w = width of crack
Cracks Not L = length of crackd
1 w = 0.2 - 0.5 mm, discernible from
intersecting with any = depth of crack D = 2
joint depth of slab slow-moving car Seal, and stitch if L >
lm.
Seal without delay
w = 0.5 - 1.5 mm, discernible from Within 7days
3
fast-moving car

184
 Repair Action
Measured Degree of
S.No. Type of Distress Assessment Rating
Parameter Severity For the case d >
For the case d < D/2
D/2

4 w = 1.5 - 3.0 mm Staple or Dowel Bar

Seal, and stitch if L > l m. Retrofit, FDR for
affected portion.
Within 7 days
5 w > 3 mm.
Within 15days

0 Nil, not discernible No Action

1 w < 0.2 mm, hair cracks

Route and seal with Staple or Dowel Bar
Single Transverse(or w = width of crack epoxy. Retrofit.
Diagonal) Crack L = length of crackd w = 0.2 - 0.5 mm, discernible from
2 2 Within 7 days Within 15days
intersecting with one = depth of crack D = slow vehicle
or more joints depth of slab

Route, seal and stitch, if

w = 0.5 - 3.0 mm, discernible from L > 1 m.
3
fast vehicle
Within 7 days

185
 Repair Action
Measured Degree of
S.No. Type of Distress Assessment Rating
Parameter Severity For the case d >
For the case d < D/2
D/2

Dowel Bar Retrofit. Full Depth Repair

Dismantle and
4 w = 3.0 - 6.0 mm Within 15 days reconstruct affected.

Portion with norms

and specifications -
See Para 5.5 & 9.2
Not Applicable, as it may
w > 6 mm, usually associated with
be full Within 15days
5 spalling, and/or slab rocking under
traffic
depth

0 Nil, not discernible No Action

Single Longitudinal w = width of crack

Staple or dowel bar
Crack intersecting L = length of crackd
3 Seal with epoxy, if L > 1 retrofit.
with one or more = depth of crackD = w < 0.5 mm, discernable from slow m.
joints depth of slab 1
moving vehicle Within 15days
Within 7 days

186
 Repair Action
Measured Degree of
S.No. Type of Distress Assessment Rating
Parameter Severity For the case d >
For the case d < D/2
D/2

Route seal and stitch, if L

w = 0.5 - 3.0 mm, discernible from > l m.
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 Within 15 days

4
associated with spalling
Not Applicable, as it may
be full
Full Depth Repair
w > 12 mm, usually associated with
depth Dismantle and
5 spalling, and/or slab rocking under
reconstruct affected
traffic
portion as per norms
and specifications -

187
 Repair Action
Measured Degree of
S.No. Type of Distress Assessment Rating
Parameter Severity For the case d >
For the case d < D/2
D/2

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 Within 15 days

2
slow vehicle
Multiple Cracks
4 intersecting with one w = width of crack
or more joints w = 0.5 - 3.0 mm, discernible from
3
fast vehicle Dismantle, Reinstate
subbase,
Full depth repair within Reconstruct whole
w = 3.0 - 6.0 mm panel broken into
4 15 days slab as per
2 or 3 pieces
specifications within
30 days
5
w > 6 mm and/or panel broken

188
 Repair Action
Measured Degree of
S.No. Type of Distress Assessment Rating
Parameter Severity For the case d >
For the case d < D/2
D/2

into more than 4 pieces

0 Nil, not discernible No Action -

1 w < 0.5 mm; only 1 corner broken Seal with low viscosity
epoxy to Seal with epoxy seal
with epoxy
w < 1.5 mm; L < 0.6 m, only one secure broken parts
2 Within 7days
corner broken
Within 7 days
w = width of crack
5 Corner Break
L = length of crack
w < 1.5 mm; L < 0.6 m, two corners
3
broken
Partial Depth (Refer
Figure 8.3 of Full depth repair
w > 1.5 mm; L > 0.6 m or three
4 IRC:SP: 83-2008)
corners broken
Within 15 days
5 ree or four corners broken Reinstate sub-base,
and reconstruct the

189
 Repair Action
Measured Degree of
S.No. Type of Distress Assessment Rating
Parameter Severity For the case d >
For the case d < D/2
D/2

slab as per norms

and specifications
within 30days

0 Nil, not discernible No Action

1 w < 0.5 mm; L < 3 m/m2

Seal with low
viscosity epoxy to
2 either w > 0.5 mm or L < 3 m/m2 secure broken parts.
Punchout
(Applicable to
Within 15days
Continuous w = width of crack 3 w > 1.5 mm and L < 3 m/m2
6
Reinforced Concrete L = length (m/m2) Not Applicable, as it may
Pavement (CRCP) be full depth
only) w > 3 mm, L < 3 m/m2 and Full depth repair -
4
deformation Cut out and replace
damaged area taking
care not to damage
w > 3 mm, L > 3 m/m2 and reinforcement.
5
deformation
Within 30days

190
 Repair Action
Measured Degree of
S.No. Type of Distress Assessment Rating
Parameter Severity For the case d >
For the case d < D/2
D/2

Surface Defects

Short Term Long Term

0 Nil, not discernible
No action.

1 r<2% Local repair of areas

r = area damaged damaged
Ravelling or surface/total
7 Honeycomb type surface of slab (%) and liable to be
surface h = maximum depth 2 r = 2 - 10 % damaged.
Not Applicable
of damage
Within 15 days

3 r = 10-25% Bonded Inlay, 2 or 3 slabs

if

4 r = 25 - 50 % affecting.

191
 Repair Action
Measured Degree of
S.No. Type of Distress Assessment Rating
Parameter Severity For the case d >
For the case d < D/2
D/2

Within 30 days

Reconstruct slabs, 4 or
more slabs if affecting.
5 r > 50% and h > 25 mm
Within 30 days

Short Term Long Term

0 Nil, not discernible
No action.
r = damaged
surface/total
8 Scaling surface of slab (%) 1 r<2% Local repair of areas
h = maximum depth damaged
Not Applicable
of damage
and liable to be
2 r = 2 - 10 % damaged.

Within 7days

192
 Repair Action
Measured Degree of
S.No. Type of Distress Assessment Rating
Parameter Severity For the case d >
For the case d < D/2
D/2

3 r = 10 - 20%
Bonded Inlay within 15
days
4 r = 20 - 30 %

Reconstruct slab within

5 r > 30 % and h > 25 mm
30 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

193
 Repair Action
Measured Degree of
S.No. Type of Distress Assessment Rating
Parameter Severity For the case d >
For the case d < D/2
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

Popout (Small Hole), n = number/m2

d = 50 - 100 mm; h < 50 mm; n < 1
10 Pothole Refer Parad = diameterh 1 Not Applicable
per 5 m2 Partial depth repair 65
8.4 = maximum depth
mm deep.

d = 50 - 100 mm; h > 50 mm; n < 1 Within 15 days

2
per 5 m2

194
 Repair Action
Measured Degree of
S.No. Type of Distress Assessment Rating
Parameter Severity For the case d >
For the case d < D/2
D/2

d = 100 - 300 mm; h < 100 mm n < Partial depth repair

3
1 per 5 m2 110mm

i.e.10 mm more than the

depth
d = 100 - 300 mm; h > 100 mm; n <
4 of the hole.
1 per 5 m2
Within 30 days

Full depth repair.

d > 300 mm; h > 100 mm: n > 1 per
5
5 m2
Within 30 days

195
 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
loss or damageL
material.
11 Joint Seal Defects = Length as % total
joint length Not Applicable
Notable. L > 25%Clean and reapply sealant in
insufficient protection
3 against ingress of waterselected locations.
and trapping
incompressible material. Within 7 days

Severe; w > 3 mm Clean, widen and reseal the joint.

5
negligible protection
Within 7 days
against ingress of water

196
 and trapping
incompressible material.

0 Nil, not discernible No action.

1 w < 10 mm Apply low viscosity epoxy resin/

mortar in cracked portion.

2 w = 10 - 20 mm, L < 25% Within 7 days

w = width on either Partial Depth Repair.

side of the joint L = 3 w = 20 - 40 mm, L > 25%
Within 15 days
12 Spalling of Joints length of spalled Not Applicable
portion (as % joint
length) 30 - 50 mm deep, h = w + 20% of
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.

Within 30 days

13 f = difference of level 0 not discernible, < 1 mm No action. No action.

Faulting (or Stepping)

197
 in Cracks or Joints
1 f < 3 mm

Determine cause and observe, take

2 f = 3 - 6 mm Replace the slab as
action for diamond grinding
appropriate.

Within 30days
3 f = 6 - 12 mm Diamond Grinding

4 f= 12 - 18 mm Raise sunken slab.

Replace the slab as
Strengthen subgrade and sub-base appropriate.
by grouting and
5 f> 18 mm Within 30days
raising sunken slab

Short Term Long Term

0 Nil, not discernible

h = vertical
14 Blowup or Buckling displacement from No Action
normal profile 1 h < 6 mm

2 h = 6 - 12 mm Install Signs to Warn Traffic

198
 within 7 days
3 h = 12 - 25 mm

Full Depth Repair.

4 h > 25 mm
Within 30 days

Replace broken slabs.

shattered slabs, ie 4 or
5
more pieces
Within 30 days

0 Not discernible, h < 5 mm

No action.
1 h = 5 - 15 mm

h = negative vertical
h = 15-30 mm, Nos <20%
displacement from 2
15 Depression joints Install Signs to Warn Traffic Not Applicable
normal profile L
=length within 7 days
3 h = 30 - 50 mm

h > 50 mm or > 20% Strengthen subgrade.

4
joints
Reinstate pavement at normal level

199
 if L < 20 m.
5 h > 100 mm
Within 30 days

Short Term Long Term

Not discernible. h < 5
0
mm
No action.

1 h = 5 - 15 mm Follow up.

h = positive vertical
displacement from h = 15 - 30 mm, Nos
2 Install Signs to Warn
16 Heave normal profile. <20% joints
Traffic
scrabble
L = length within 7 days
3 h = 30 - 50 mm

h > 50 mm or > 20%

4 Stabilise subgrade. Reinstate
joints
pavement at normal level if length
< 20 m. Within 30 days
5 h > 100 mm

17 Bump 0 h < 4 mm No action

h = vertical

200
 displacement from
normal profile Grind, in case of new construction Construction Limit
1 h = 4 - 7 mm for New
within 7 days Construction.

Grind, in case of ongoing Replace in case of

Maintenance new construction.
3 h = 7 - 15 mm
within 15 days Within 30days

Full Depth Repair. Full Depth Repair.

5 h > 15 mm
Within 30 days Within 30days

Short Term Long Term

Nil, not discernible
0
< 3mm
No action.

Lane to
f = difference of
18 Shoulder 1 f = 3 - 10 mm
level Spot repair of shoulder
Dropoff
within 7 days
2 f = 10 - 25 mm

3 f = 25 - 50 mm Fill up shoulder

201
 within 7 dayss
4 f = 50 - 75 mm For any 100 m
stretch
Reconstruct
shoulder, if
affecting 25% or
5 f > 75 mm more of stretch.

Within 30days

Drainage

0 not discernible No Action

quantity of fines
and water expelled slight/ occasional Nos < Repair cracks and joints Without
1 to 2 Inspect and repair
through open 10% delay.
joints and cracks sub-drainage at
Nos distressed sections
appreciable/ Frequent and upstream.
19 Pumping 3 to 4 Lift or jack slab within 30 days.
10 - 25%

Repair distressed pavement

sections. Strengthen subgrade
abundant, crack
Nos/100 m stretch 5 and subbase. Replace slab.
development > 25%
Within 30 days

202
 No discernible
0-2 No action.
problem

Ponding on slabs Blockages observed in

Clean drains etc within 7 days,
20 Ponding due to blockage of 3 to 4 drains, but water Action required to
Follow up
drains flowing stop water damaging
foundation within 30
Ponding, accumulation days.
5 -do-
of water observed

203
Table -3: Maintenance Criteria for Safety Related Items and Other Furniture Items:

Frequency of Recommended Specification

Asset Performance Time limit for
Level of Service (LOS) Measuremen Testing Method Remedial s and
Type Parameter Rectification
t measures Standards
Manual Removal of obstruction within 24 IRC:SP
Measurement hours, in case of sight line affected 84-2014
As per IRC SP :84-2014, a minimum s with by temporary objects such as trees,
of safe stopping sight distance shall Odometer
be available throughout. temporary encroachments.
along with
video/ image
Safe In case of permanent structure or
backup
Design Desirable Stoppin design deficiency:
Availability Speed, Minimum Sight g Sight Removal of
Highway of Safe Sight kmph Distance (m) Distance Monthly obstruction/improvement of
Distance deficiency at the earliest
(m)
Speed Restriction boards
100 360 180 and suitable traffic calming
measures such as transverse bar
80 260 130 marking, blinkers, etc. shall be
applied during the period of
rectification.

Visual Re - painting Cat-1 Defect – IRC:35-

Pavemen Assessment as within 24 hours 2015
Bi- per Annexure-F Cat-2 Defect -
t Wear <70% of marking remaining
Annually of IRC:35-2015 within 2 months
Marking

204
 Frequency of Recommended Specification
Asset Performance Time limit for
Level of Service (LOS) Measuremen Testing Method Remedial s and
Type Parameter Rectification
t measures Standards
During expected life Service Time As per Re - painting Cat-1 Defect – IRC:35-
Cement Road - Annexure-D of within 24 hours 2015
Day time
130mcd/m2/lux Monthly IRC:35-2015 Cat-2 Defect –
Visibility
Bituminous Road - within 2 months
100mcd/m2/lux
Initial and Minimum Performance As per Re - painting Cat-1 Defect – IRC:35-2015
for Dry Retro reflectivity during Annexure-E of within 24 hours
night time: IRC:35-2015 Cat-2 Defect –
Design (RL) Retro within 2 months
Speed Reflectivity
(mcd/m2/lux)

Initial Minimum
(7 days) Threshold level
(TL) & warranty
Night Time period required
Bi-Annually
Visibility up to 2 years

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):

205
 Frequency of Recommended Specification
Asset Performance Time limit for
Level of Service (LOS) Measuremen Testing Method Remedial s and
Type Parameter Rectification
t measures Standards
Initial 7 days Retro reflectivity: 100
mcd/m2/lux
Minimum Threshold Level: 50
mcd/m2/lux
Initial and Minimum performance As per Within 24 hours IRC:35-2015
for Skid Resistance: Annexure-G of
Initial (7days): 55BPN IRC:35-2015
Min. Threshold: 44BPN
*Note: shall be considered under
Skid
urban/city traffic condition Bi-Annually
Resistance
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-
and Informatory
2012.
Shape and Relocation as Signs (Single and
Signboard should be clearly visible for Daily
Road Position per requirement Dual post signs)
the design speed of the section.
Signs
15 Days in case
of
Gantry/Cantileve
r Sign boards
Retro Testing of hange of 48 hours in case RC:67-2012
As per specifications in IRC:67-2012 Bi-Annually ignboard
reflectivity each of Mandatory

206
 Frequency of Recommended Specification
Asset Performance Time limit for
Level of Service (LOS) Measuremen Testing Method Remedial s and
Type Parameter Rectification
t measures Standards
signboard Signs,
using Retro Cautionary and
Reflectivity Informatory
Measuring Signs (Single and
Device. In Dual post signs)
accordance
with ASTM D 1 Month in case
4956-09. of
Gantry/Cantilev
er 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-
Other Pedestrian Functionality: Functioning of Daily
video/image Rectification 2014
Road Guardrail guardrail as intended backup
Furnitur
Functionality: Functioning of Safety Visual with Within 7 days IRC:SP:84-
e
Traffic Safety Barriers as intended Daily video/image 2014,
Rectification
Barriers backup IRC:119-
2015
End Functionality: Functioning of End Daily Visual with Within 7 days IRC:SP:84-
Rectification
Treatment of Treatment as intended video/image 2014,

207
 Frequency of Recommended Specification
Asset Performance Time limit for
Level of Service (LOS) Measuremen Testing Method Remedial s and
Type Parameter Rectification
t measures Standards
Traffic Safety backup IRC:119-
Barriers 2015
Visual with Within 7 days IRC:SP-2014,
Functionality: Functioning of Daily
Attenuators video/image Rectification IRC:119-
Attenuators as intended
backup 2015
Guard Posts Visual with
Functionality: Functioning of Guard Daily Rectificatio IRC: 79 -
and video/image Within 15 days
Posts and Delineators as intended n 1981
Delineators backup
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-
Traffic Functionality: Functioning of Traffic Daily
video/image Rectification 2014
Blinkers Blinkers as intended
backup
The illumination Improvement 24 hours IRC:SP:84-
Illumination:
level shall be in Lighting 2014
Minimum 40 Lux illumination on the Daily
measured with System
road surface luxmeter
Highway
Lights No major failure in the lighting - Rectification of 24 hours IRC:SP:84-
system Daily failure 2014
Highway No minor failure in the lighting - Rectification of 8 hours IRC:SP:84-
Monthly
Lighting system failure 2014
System The Improvement in 24 hours IRC:SP:84-
illumination Lighting System 2014
Minimum 40 Lux illumination on the
Toll Plaza Daily level shall be
road surface
Canopy measured with
Lights luxmeter
No major/minor failure in the lighting - Rectification of 8 hours IRC:SP:84-
Daily
system failure 2014

208
 Frequency of Recommended Specification
Asset Performance Time limit for
Level of Service (LOS) Measuremen Testing Method Remedial s and
Type Parameter Rectification
t measures Standards
Obstruction Visual with Removal of trees Immediate IRC:SP:84-
in a minimum video/image 2014
head-room of backup
5.5 m above
carriageway No obstruction due to trees Monthly
Trees and or
Plantatio obstruction in
n visibility of
including road signs
median Deterioration Health of plantation shall be as per Visual with Timely watering Within 90 days IRC:SP:84-
plantatio in health of requirement of specifications & video/image and treatment.Or 2014
Daily backup Replacement
n trees and instructions issued by Authority from
of Trees and
bushes time to time
Bushes.
Vegetation Visual withRemoval of Trees Immediate IRC:SP 84-
affecting sight Sight line shall be free from video/image 2014
Daily backup
line and road obstruction by vegetation
structures
Cleaning of - - Every 4 hours
- Daily
toilets
Defects in - Rectification 24 hours
Rest
electrical,
Areas
water and - Daily
sanitary
installations

209
 Frequency of Recommended Specification
Asset Performance Time limit for
Level of Service (LOS) Measuremen Testing Method Remedial s and
Type Parameter Rectification
t measures Standards
Other - Rectification 15 days IRC:SP 84-
Project Damage or deterioration in Approach Roads, 2014
Facilities pedestrian facilities, truck lay-bys, bus-bays, bus- Daily
and shelters, cattle crossings, Traffic Aid Posts, Medical
Approac Aid Posts and other works
h roads

210
 Frequency of Time limit
Performanc Level of Service Recommended Remedial Specifications
Asset Type Measuremen Testing Method for
e Parameter (LOS) measures and Standards
t Rectification

Cleaning silt up soils and 15 days

Inspection by Bridge
Free before onset IRC 5-2015,
debris in culvert barrelafter
2 times in a Engineer as per IRC
waterway/ 85% of culvert rainy season, removal of of monsoon IRC SP:40-
year (before SP: 35-1990 and
unobstructe normal flow area bushes and vegetation, U/s and within 1993 and
and after recording of depth of
d flow to available. of barrel, under barrel and 30 days after IRC SP:13-
rainy season) silting and area of
section D/s of barrel before end of rainy 2004
vegetation.
rainy season. season.
Physical inspection 30 days or
Leak-proof of expansion joints before onset
No leakage IRC SP:40-
expansion as per IRC SP: 35- Fixing with sealant of rains
through Bi-Annually 1993 and IRC
joints if 1990 if any, for suitably whichever
expansion joints SP:69-2011
any leakage strains on comes
walls at joints. earlier
Pipe/box/slab Spalling of
culverts
concrete not
more than 0.25
sqm
Detailed inspection IRC SP 40-
of all components of Repairs to spalling, 1993 and
Delamination of
Structurall culvert as per IRC cracking, delamination, MORTH
concrete not moreBi-Annually 15 days
y sound SP:35-1990 and rusting shall be followed Specification
than 0.25 sq.m.
recording the as per IRC:SP:40-1993. s clause
defects 2800
Cracks wider
than 0.3 mm not
more than 1m
aggregate length

211
 Damaged of rough 30 days
stone apron or after defect
bank revetment 2 times in a observation
Protection IRC: SP 40-
not more than 3 year (before or 2 weeks
works in Condition survey as Repairs to damaged 1993 and
sqm, damage to and after before onset
good per IRC SP:35-1990 aprons and pitching IRC:SP:13-
solid apron rainy of rainy
condition 2004.
(concrete apron) season) season
not more than 1 whichever
sqm is earlier.

Bridges Riding
No pothole in MORT&H
including ROBs quality or Visual inspection as Repairs to BC or wearing
wearing coat on Daily 15 days Specification
Flyover etc. as user per IRC SP:35-1990 coat
bridge deck 2811
applicable comfort
Repairs to BC on either
side of expansion joints, MORT&H
Visual inspection
No bump at profile correction course Specification
Bumps Daily as per IRC SP:35- 15 days
expansion joint on approach slab in case of 3004.2 &
1990
settlement to approach 2811.
embankment
Bridge -Super
User
Structure
safety No damaged or Visual inspection IRC: 5-1998,
(condition missing stretch and detailed Repairs and replacement IRC SP: 84-
of crash of crash barrier Daily condition survey as of safety barriers as the 3days 2014 and
barrier or pedestrian per IRC SP: 35- case may be IRC SP: 40-
and guard hand railing 1990. 1993.
rail)

212
Rusted All the corroded
Not more than
reinforcem reinforcement shall need
0.25 sq.m
ent Detailed condition to be thoroughly cleaned IRC SP: 40-
Spalling of Not more than survey as per IRCSP: from rusting and applied 1993 and
Bi-
concrete 0.50 sq.m 35-1990 using with anti-corrosive 15 days MORTH
Annually
Mobile Bridge coating before carrying Specificatio
Delaminatio Not more than 0.50 Inspection Unit out the repairs to affected n 1600.
n sq.m concrete portion with
epoxy mortar / concrete.
Grouting with epoxy
Detailed condition IRC SP: 40-
mortar, investigating
Cracks survey as per IRCSP: 1993 and
Not more than causes for cracks
wider than Bi-Annually 35-1990 using 48 Hours MORTH
1m total length development and carry
0.30 mm Mobile Bridge Specification
out necessary
Inspection Unit 2800.
rehabilitation.

Detailed condition
Rainwater Grouting of deck slab at
survey as per IRCSP: 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

Carry out major

Deflection Once in
Within design rehabilitation works on IRC SP: 51-
due to every 10 Load test method 6 months
limits. bridge to retain original 1999.
permanent years for
design loads capacity
loads and spans more

213
live loads than 40 m

Once in
every 5 years
for spans
Vibrations
Frequency of more than
in bridge Laser displacement AASHTO
vibrations shall 30m and Strengthening of super
deck due to sensors or laser 4 months LRFD
not be more than every 10 structure
moving vibro-meters specifications
5 Hz years for
trucks
spans
between 15
to 30 m
No damage to
elastomeric
sealant
compound in
Detailed condition
strip seal MORTH
Leakage in survey as per IRC
expansion joint,no Replace of seal in specifications
Expansion Bi-Annually SP:35-1990 using 15 days
leakage of rain expansion joint 2600 and IRC
joints Mobile Bridge
water through SP: 40-1993.
Inspection Unit
expansion joint in
case of buried and
asphalt plug and
copper strip joint.
Debris and No dust or Detailed condition MORTH
Cleaning of expansion
dust in debris in Monthly survey as per IRC 3 days specification
joint gaps thoroughly
strip seal expansion joint SP:35-1990 using s 2600 and

214
 expansion gap. Mobile Bridge IRC SP: 40-
joint Inspection Unit 1993.

No down take Cleaning of drainage

pipe spouts thoroughly.
missing/broken Replacement of
Detailed condition
below soffit of missing/broken down
survey as per IRC MORTH
Drainage the deck slab. No take pipes with a
Monthly SP: 35-1990 using 3 days specification
spouts silt, debris, minimum pipe extension
Mobile Bridge 2700.
clogging of of 500mm below soffit of
Inspection Unit
drainage spout slab. Providing sealant
collection around the drainage spout
chamber. if any leakages observed.
All the corroded
reinforcement shall need
to be thoroughly cleaned
from rusting and applied
Cracks/sp Detailed condition IRC SP: 40-
No cracks, with anti-corrosive
alling of survey as per IRC 1993 and
Bridge- spalling of coating before carrying
concrete/ Bi-Annually SP: 35-1990 using 30 days MORTH
substructure concrete and out repairs to
rusted Mobile Bridge specification
rusted steel substructure by
steel Inspection Unit 2800.
grouting/guniting and
micro concreting
depending on type of
defect noticed

215
 Delamination of
bearing
In case of failure of even
reinforcement
one bearing on any
not more than Detailed condition MORTH
pier/abutment, all the
5%, cracking or survey as per IRC specificatio
bearings on that
Bearings tearing of rubber Bi-Annually SP: 35-1990 using 3 months n 2810 and
pier/abutment shall be
not more than 2 Mobile Bridge IRC SP: 40-
replaced, in order to get
locations per Inspection Unit 199.
uniform load transfer on to
side, no rupture
bearings.
of reinforcement
or rubber
Condition survey
and visual
inspection as per
IRC SP:35-1990
IRC SP: 40-
Scouring shall using Mobile
Scouring 1993, IRC
not be lower Bridge Inspection Suitable protection
Bridge around 83-2014,
than maximum Bi-Annually Unit. works around 1 month
Foundations foundatio MORTH
scour level for In case of doubt, pier/abutment
ns specificatio
the bridge use Underwater
n 2500
camera for
inspection of deep
wells in major
Rivers.
Damaged of 2 times ina 30 days
Protectio IRC: SP 40-
rough stone year Condition survey after
n works Repairs to damaged 1993 and
apron or bank (before and as per IRC SP:35- defect
in good aprons and pitching. IRC:SP:13-
revetment not after rainy 1990 observatio
condition 2004.
more than 3 season) n or 2

216
 sq.m, damage to weeks
solid apron before
(concrete onset of
apron) not rainy
more than 1 season
sq.m whichever
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.

Table 4: Maintenance Criteria for Structures and Culverts:

217
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.

218
A. Flexible Pavement

Nature of Defect or deficiency Time limit for repair/

rectification

(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) Variation by more than 15% in the 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

(vi) Desilting of drains in urban/semi- urban areas 24 (twenty four) hours

(vii) Railing, parapets, crash barriers 7 (seven) days (Restore

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

219
 Nature of Defect or deficiency Time limit for repair/
rectification

(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

(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 within 15 (fifteen) days or as
specified by the Authority’s
Permanent measures
Engineer

(b) Foundations

220
 Nature of Defect or deficiency Time limit for repair/
rectification

(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 15 (fifteen) days Greasing

bearings 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

(i) Damage to retaining wall/breast wall 7 (seven) days

(ii) Landslides requiring clearance 12 (twelve) hours

221
 Nature of Defect or deficiency Time limit for repair/
rectification

(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.]

222
 Schedule - F

(See Clause 4.1 (vii)(a))

Applicable Permits

1. Applicable Permits

(i) The Contractor shall obtain, as required under the Applicable Laws, the following
Applicable Permits:

(a) Permission of the State Government for extraction of boulders from quarry;
(b) Permission of Village Panchayats and Pollution Control Board for installation
of crushers;
(c) Licence for use of explosives;
(d) Permission of the State Government for drawing water from river/reservoir;
(e) Licence from inspector of factories or other competent Authority for setting
up batching plant;
(f) Clearance of Pollution Control Board for setting up batching plant;
(g) Clearance of Village Panchayats and Pollution Control Board for setting up
asphalt plant;
(h) Permission of Village Panchayats and State Government for borrow earth; and
(i) Any other permits or clearances required under Applicable Laws.

(ii) Applicable Permits, as required, relating to environmental protection andconservation

shall have been procured by the Authority in accordance with the provisions of this
Agreement.

223
 Schedule – G

(See Clauses 7.1 and 19.2)

Annex-I

(See Clause 7.1)

Form of Bank Guarantee

[Performance Security/Additional Performance Security]

Executive Engineer
Bridge Construction Division – _____,MPPWD

WHEREAS:

(A) [name and address of contractor] (hereinafter

called the “Contractor") and [Executive Engineer, MPPWD Bridge Construction
Division ……], (hereinafter called the “Authority’s Engineer”) have entered into
an agreement (hereinafter called the “Agreement”) for the construction of the
[………..] on Engineering, Procurement and Construction (the “EPC”) basis, 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 rank of
Executive Engineer, MPPWD Bridge Construction Division ……, that the Contractor
has committed default in the due and faithful performance of all or any of its
224
 obligations under and in accordance with the Agreement shall beconclusive, final
and binding on the Bank. The Bank further agrees that the Authority’s Engineer
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’s Engineer 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’s Engineer 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’s Engineer to proceed against the Contractor before presenting to the
Bank its demand under this Guarantee.
5. The Authority’s Engineer 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 Agreement or to extend the time or period for the compliance
with, fulfillment and/ or performance of all or any of the obligations of the
Contractor contained inthe Agreement or to postpone for any time, and from time
to time, any of the rights and powers exercisable by the Authority’s Engineer
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’s Engineer, and the Bank shallnot be released from its liability and
obligation under these presents by any exercise by the Authority’s Engineer of the
liberty 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’s Engineer 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 underany 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’s Engineer in respect
of or relating to the Agreement or for the fulfillment, 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 in paragraph 8 below and unless a demand
or claim in writing is made by the Authority’s Engineer on the Bank under this
Guarantee all rights of the Authority’s Engineer under this Guarantee shall be
forfeited and the Bank shall be relieved from its liabilities hereunder.

8. The Guarantee shall cease to be in force and effect on ****$. Unless a demand or
claim under this Guarantee is made in writing before expiry of the Guarantee, the
225
 Bank shall be discharged from its liabilities hereunder.
9. The Bank undertakes not to revoke this Guarantee during its currency, except with
the previous express consent of the Authority’s Engineer 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.
10. Any notice by way of request, demand or otherwise hereunder may be sent by post
addressed to the Bank at its above referred branch, which shall be deemed tohave
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’s Engineer
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’s Engineer pursuant to the provisions of the
Agreement.

Signed and sealed this ………. day of ……….., 20……… at ………..

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.
$ Insert
date being 2 (two) years from the date of issuance of this Guarantee (in
accordancewith Clause 7.2 of the Agreement).

226
 Annex – II

(Schedule - G)

(See Clause 19.2)

Form for Guarantee for Advance Payment

Executive Engineer
Bridge Construction Division – _____,MPPWD

WHEREAS:

(A) [name and address of contractor] (hereinafter called the “Contractor") has
executed an agreement (hereinafter called the “Agreement”) with the and
[Executive Engineer, MPPWD Bridge Construction Division ……], (hereinafter
called the “Authority’s Engineer”) for the construction of [………..] on Engineering,
Procurement and Construction (the “EPC”) basis, subject to and in accordance with
the provisions of the Agreement
(B) In accordance with Clause 19.2 of the Agreement, the Authority shall make to the
Contractor an interest bearing @Bank Rate + 3% advance payment (herein after
called “Advance Payment”) equal to 10% (ten per cent) 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
installment of the Advance Payment as security for compliance with its obligations
in accordance with the Agreement. The amount of {first/second} installment of the
Advance Payment is Rs. ------ cr. (Rupees crore) and the
amount of this Guarantee is 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”) 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 faithful
repayment on time of the aforesaid instalment of the Advance Payment under and
in accordance with the Agreement, and agrees and undertakes to pay to the

$ The Guarantee Amount should be equivalent to 110% of the value of the applicable
instalment.

227
 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.

A letter from the Authority’s Engineer, under the hand of an officer not below the
rank of [Executive Engineer], that the Contractor has committed default in the due
and faithful performance of all or anyof 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 ofits obligations during and under the Agreement and its
decision that the Contractor is in default shall be final and binding on the Bank,
notwithstanding anydifferences 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’s Engineer 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’s Engineer 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 any time, and from time to time, any of the rights and powers
exercisable by the Authority’s Engineer 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’s Engineer, and the
Bank shall notbe released from its liability and obligation under these presents by
any exercise by the Authority’s Engineer of the liberty 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’s Engineer 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 underany 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’s Engineer in respect
of or relating to the Advance Payment.

228
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’s Engineer on the Bank under this
Guarantee all rights of the Authority’s Engineer under this Guarantee shall be
forfeited and the Bank shall be relieved from its liabilities hereunder.

7. The Guarantee shall cease to be in force and effect on ****.$ Unless a demand or
claim under this Guarantee is made in writing on or before the aforesaid date, the
Bank shall be discharged from its liabilities hereunder.
8. The Bank undertakes not to revoke this Guarantee during its currency, except with
the previous express consent of the Authority’s Engineer 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 hereunder may be sent by post
addressed to the Bank at its above referred branch, which shall be deemed tohave
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.
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’s Engineer pursuant to the provisions of the Agreement.

Signed and sealed this ………. day of ……….., 20……… at ………..

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.

$Insert a date being 90 (ninety) days after the end of one year from the date of payment of the
Advance payment to the Contractor (in accordance with Clause 19.2 of the Agreement).
229
(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.

230
 SCHEDULE - H

See Clauses 10.1 (iv) and 19.3

Contract Price Weightages

1.1 The Contract Price for this Agreement is Rs. ******

1.2 Proportions of the Contract Price for different stages of Construction of

the Project shall be as specified below:

Item Weightage in Stage for Payment Percentage

percentage to the weightag
Contract e
Price

1 2 3 4

Road [*****] A- Widening and

works strengthening of
includi existing road
ng
culvert
s,
(1) Earthwork up to
wideni
top of the sub-grade
ng and [**]
repair (2) Sub-Base
of Course
culvert
s. [**]

(3) Non Bituminous

Base Course
[**]
(4) Bituminous
Base Course
[**]
(5) Wearing Coat
[**]

(6) Widening and

repair of culverts [**]

231
Item Weighta Stage for Payment Perc
ge in enta
percenta ge
ge to the weig
Contract htag
Price e

1 2 3 4

B.1-
Reconstruction/
New 2-lane
realignment/
bypass (Flexible
pavement)

(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

[**]

B.2-
Reconstruction/
New 2-lane
realignment/
bypass(Rigid
Pavement)

[**]

232
Item Weighta Stage for Payment Perc
ge in enta
percenta ge
ge to the weig
Contract htag
Price e

1 2 3 4

(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/
New service road
(Flexible [**]
pavement)

[**]
(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

233
Item Weighta Stage for Payment Perc
ge in enta
percenta ge
ge to the weig
Contract htag
Price e

1 2 3 4

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- Re-
Construction and
New culverts on
existing road,
realignments, [**]

bypasses:

234
Item Weighta Stage for Payment Perc
ge in enta
percenta ge
ge to the weig
Contract htag
Price e

1 2 3 4

Culverts (length <

6 m)

Minor [*****] A.1- Widening and

Bridge Repair of Minor
s/ bridges (length > 6
Under m and < 60 m)
passes/
Overp
asses
Minor bridges
[**]

A.2- New Minor

bridges (length >6
and <60 m.)

(1) Foundation
+Sub-Structure: On
completion of the [**]
foundation work
including foundations
for wing and return
walls, abutments,
piers upto the
abutment/pier cap.

(2) Super-structure:
On completion of the
super-structure in all [**]
respects including
wearing coat,
bearings, expansion
joints, hand rails,
crash barriers, road

235
Item Weighta Stage for Payment Perc
ge in enta
percenta ge
ge to the weig
Contract htag
Price e

1 2 3 4
signs & markings,
tests on completion
etc. complete in all
respect.

(3) Approaches: On
completion of
approaches including
Retaining walls,
stone pitching, [**]
protection works
complete in all
respect and fit for use.

(4) Guide Bunds

and River Training
Works:

On completion of
Guide Bunds and
[**]
river Training Works
complete in all
respects

B.1- Widening and

Repair of
underpasses/
overpasses

Underpasses/
Overpasses

236
Item Weighta Stage for Payment Perc
ge in enta
percenta ge
ge to the weig
Contract htag
Price e

1 2 3 4

B.2- New [**]

underpasses/
overpasses

(1) Foundation
+Sub-Structure: On
completion of the
foundation work
including foundations
[**]
for wing and return
walls, abutments,
piers upto the
abutment/pier cap.

(2) Super-structure:
On completion of the
super-structure in all
respects including
wearing coat, [**]
bearings, expansion
joints, hand rails,
crash barriers, road
signs & markings,
tests on completion
etc. complete in all
respect.

Wearing Coat (a) in

case of Overpass-
wearing coat
including expansion
joints complete in all
respects as specified
and (b) in case of
underpass- rigid
pavement including

237
Item Weighta Stage for Payment Perc
ge in enta
percenta ge
ge to the weig
Contract htag
Price e

1 2 3 4
drainage facility
complete in all
respects as specified
as specified.

(3) Approaches: On
completion of
approaches including
Retaining walls/
Reinforced Earth
walls, stone pitching,
protection works
complete in all
respect and fit for
use.

[**]

Major [*****] A.1- Widening and

Bridge repairs of Major
(length Bridges
> 60
(1) Foundation [**]
m.)
works [**]
(2) Sub-structure
and
ROB/ (3) Super-structure [**]
RUB/ (including bearings)
elevate
d (4) Wearing Coat
section including expansion [**]
s/flyov joints

238
Item Weighta Stage for Payment Perc
ge in enta
percenta ge
ge to the weig
Contract htag
Price e

1 2 3 4
ers
includi (5) Miscellaneous [**]
ng Items like hand
viaduc rails, crash barriers,
ts, if road markings etc.)
any
(6) Wing
walls/return walls
[**]

(7) Guide Bunds,

River Training [**]
works etc.

(8) Approaches
(including [**]
Retaining walls,
stone pitching and
protection works)

A.2- New Major

Bridges

(1) Foundation
[**]
(2) Sub-structure
[**]
(3) Super-structure
(including bearings)
[**]
(4) Wearing Coat
[**]
including expansion
joints

(5) Miscellaneous [**]

239
Item Weighta Stage for Payment Perc
ge in enta
percenta ge
ge to the weig
Contract htag
Price e

1 2 3 4
Items like hand
rails, crash barriers,
road markings etc.)

(6) Wing
walls/return walls
[**]

(7) Guide Bunds,

River Training
works etc.
[**]
(8) Approaches
(including
Retaining walls,
[**]
stone pitching and
protection works)

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

240
Item Weighta Stage for Payment Perc
ge in enta
percenta ge
ge to the weig
Contract htag
Price e

1 2 3 4
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
as specified.

(5) Miscellaneous
Items like hand
rails, crash barriers,
road markings etc.)

(6) Wing
walls/return walls

(7) Approaches
(including [**]
Retaining walls,
stone pitching and
protection works)

B.2- New [**]

ROB/RUB

(a)ROB

(b) RUB
[**]
(1) Foundation

241
Item Weighta Stage for Payment Perc
ge in enta
percenta ge
ge to the weig
Contract htag
Price e

1 2 3 4

(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
as specified.

(5) Miscellaneous [**]

Items like hand
rails, crash barriers,
road markings etc.)

(6) Wing
walls/return walls

(7) Approaches
(including
Retaining
walls/Reinforced
Earth wall, stone
pitching and
protection works)
[**]

242
Item Weighta Stage for Payment Perc
ge in enta
percenta ge
ge to the weig
Contract htag
Price e

1 2 3 4

C.1- Widening and

repair of Elevated
Section/Flyovers/
Grade Separators

[**]
(1) Foundation

(2) Sub-structure
[**]
(3) Super-structure
(including bearings)

(4) Wearing Coat

including expansion
joints

(5) Miscellaneous
Items like hand
rails, crash barriers,
road markings etc.)

(6) Wing
walls/return walls

(7) Approaches
[**]
(including
Retaining [**]
walls/Reinforced
Earth wall, stone [**]
pitching and
protection works)

[**]

C.2-New Elevated
Section/Flyovers/

243
Item Weighta Stage for Payment Perc
ge in enta
percenta ge
ge to the weig
Contract htag
Price e

1 2 3 4
Grade Separators

(1) Foundation
[**]
(2) Sub-structure

(3) Super-structure
(including bearings)

(4) Wearing Coat

including expansion [**]
joints
[**]
(5) Miscellaneous
Items like hand
rails, crash barriers,
road markings etc.)

(6) Wing
walls/return walls

(7) Approaches
(including
Retaining
walls/Reinforced
Earth wall, stone
[**]
pitching and
protection works) [**]

[**]

[**]

244
Item Weighta Stage for Payment Perc
ge in enta
percenta ge
ge to the weig
Contract htag
Price e

1 2 3 4

[**]

[**]

[**]

(i) Toll Plaza

Other [*****] (ii) Road side drains [**]
works (iii) Road signs,
markings, km stones, safety [**]
a) Bus bays devices, ….
[**]
b) Truck lay-
(iv) Project facilities
byes
(a)
Bus Bays
(b)
Truck lay-byes
c) Rest areas
(c)
Rest areas
(d)
others
d) others
(v) Road side
plantation [**]
(vi) Repair of protection
works other than [**]
approaches to the bridges,
[**]
elevated sections/
flyovers/grade separators [**]
and ROBs/RUBs.
[**]
(vii) Safety and traffic [**]
management during
construction

245
 Item Weighta Stage for Payment Perc
ge in enta
percenta ge
ge to the weig
Contract htag
Price e

1 2 3 4

[**]

1.3 Procedure of estimating the value of work done

1.3.1 Road works.

Procedure for estimating the value of road work done shall be as follows:

Table 1.3.1

Stage of Payment Perce Payment Procedure

ntage
-
weig
htage

246
Stage of Payment Perce Payment Procedure
ntage
-
weig
htage

A-Widening and
strengthening of
Unit of measurement is linear
existing road
length. Payment of each stage shall
(1) Earthwork up to top of [**] be made on pro rata basis on
the sub-grade completion of a stage in a length of
not less than 10 (ten) percent of the
(2) Sub-Base Course total length.
[**]

(3) Non Bituminous Base

Course [**]

(4) Bituminous Base

Course [**]

(5) Wearing Coat [**]

(6) Widening and repair of [**] Cost of completed culverts shall be

culverts determined pro rata basis with respect
to the total no. of culverts. The
payment shall be made on the
completion of atleast five culverts.

B.1-
Reconstruction/New
2-lane
realignment/bypass Unit of measurement is linear
length. Payment of each stage shall
(Flexible pavement) [**] be made on pro rata basis on
(1) Earthwork up to completion of a stage in full length
top of the sub-grade or 5(five) km. length, whichever is
less.

(2) Sub Base Course [**]

247
Stage of Payment Perce Payment Procedure
ntage
-
weig
htage

(3) Non-Bituminous [**]

Course

(4) Bituminous Base [**]

Course

(5) Wearing Coat [**]

B.2-
Reconstruction/New
2-lane
realignment/bypass

(Rigid pavement) [**]

Unit of measurement is linear
(1) Earthwork up to length. Payment of each stage shall
top of the sub-grade be made on pro rata basis on
completion of a stage in full length
(2) Sub Base Course [**] or 5(five) km. length, whichever is
less..
(3) Dry Lean [**]
Concrete (DLC)
Course

(4) Pavement Quality [**]

Control (PQC )
Course

C.1- Unit of measurement is linear

Reconstruction/ length. Payment of each stage shall
New service road be made on pro rata basis on
(Flexible completion of a stage in full length
or 5(five) km. length, whichever is
pavement)
[**] less..
(1) Earthwork up to

248
Stage of Payment Perce Payment Procedure
ntage
-
weig
htage

top of the sub-grade

(2) Sub Base Course [**]

(3) Non-Bituminous [**]

Course

(4) Bituminous Base [**]

Course

(5) Wearing Coat [**]

C.2- Unit of measurement is linear

Reconstruction/ length. Payment of each stage shall
New service road be made on pro rata basis on
completion of a stage in full length
(Rigid pavement) or 5(five) km. length, whichever is
[**] less..
(1) Earthwork up to
top of the sub-grade

(2) Sub Base Course [**]

(3) Dry Lean [**]

Concrete (DLC)
Course

(4) Pavement Quality [**]

Control (PQC )

249
 Stage of Payment Perce Payment Procedure
ntage
-
weig
htage

Course

D- Re-Construction Cost of each culvert shall be

and New culverts on determined on pro rata basis with
existing road, respect to the total number of
realignments, culverts. Payment shall be made on
[**] the completion of atleast fiveculverts.
bypasses:

(1) Culverts (length <

6m)

@. For example, 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 length in km

Similarly, the rates per km for other stages shall be worked out accordingly.

Note: The length affected due to law and order problems or litigation during
execution due to which the Contractor is unable to execute the work, may
be deducted from the total project length for payment purposes. The total
length calculated here is only for payment purposes and will not affect and
referred in other clauses of the Contract Agreement.

1.3.2 Minor Bridges and Underpasses/Overpasses.

Procedure for estimating the value of Minor bridge and

Underpasses/Overpasses shall be as stated in table 1.3.2:

Table 1.3.2

250
Stage of Payment Weightage Payment Procedure

1 2 3

A.1-Widening and repair of [**] Cost of each minor

minor bridges bridge shall be
determined on pro rata
(length > 6m and < 60m) basis with respect to
the total linear length
of the minor bridges.
Payment shall be made
on the completion of
widening & repair
works of a minor
bridge.

A.2- New minor bridges

(i) Foundation +Sub- [**] (i) Foundation +Sub-

Structure: On completion Structure: Cost of
of the foundation work each minor bridge shall
including foundations for be determined on pro
wing and return walls, rata basis with respect
abutments, piers upto the to the total linear length
abutment/pier cap. (m) of the minor
bridges. Payment
against foundation +
sub-structure shall be
made on pro-rata basis
on completion of a
stage i.e. not less than
25% of the scope of
foundation +sub-
structure of each bridge
subject to completion
of atleast two
foundations along with
sub-structure upto
abutment/pier cap level
of each bridge.

251
 In case where load
[**] testing is required for
foundation, the trigger
(ii) Super-structure: On of first payment shall
completion of the super- include load testingalso
structure in all respects where specified.
including wearing coat,
bearings, expansion joints, (ii) Super-structure:
hand rails, crash barriers,
road signs & markings, tests Payment shall be made
on completion etc. complete [**] on pro-rata basis on
in all respect. completion of a stage
i.e. completion of
super-structure of
atleast one span in all
(iii) Approaches: On respects as specified in
completion of approaches the column of “Stage of
including Retaining walls, Payment” in this sub-
stone pitching, protection clause.
works complete in all
respect and fit for use. [**] (iii) Approaches:
Payment shall be made
on pro-rata basis on
completion of a stage
i.e. completion of
approaches in all
(iv) Guide Bunds and respect as specified in
River Training Works: the column of “Stage of
Payment” in this sub-
On completion of Guide Bunds
clause.
and river Training Works
complete in all respects

(iv) Guide Bunds and

River Training
Works:

Payment shall be made

on pro-rata basis on
completion of a stage
i.e. completion of
Guide Bunds and River
training Works in all
respects as specified.

B.1-Widening and repair [**] Cost of each

of underpasses/overpasses underpass/overpass
shall be determined on
252
 pro rata basis with
respect to the total
linear length of the
underpasses/overpasses
. Payment shall be
made on the
completion of
widening & repair
works of a
underpass/overpass.

B.2- New Underpasses/

Overpasses:
[**] (i) Foundation +Sub-
(i) Foundation +Sub- Structure: Cost of
Structure: On completion each
of the foundation work Underpass/Overpass
including foundations for shall be determined on
wing and return walls, pro rata basis with
abutments, piers upto the respect to the total
abutment/pier cap. linear length (m) of the
Underpasses/Overpasse
s. Payment against
foundation + sub-
structure shall be made
on pro-rata basis on
completion of a stage
i.e. not less than 25%
of the scope of
foundation +sub-
structure of each
Underpasses/Overpasse
s subject to completion
of atleast two
foundations along with
sub-structure upto
abutment/pier cap level
each
underpass/overpass.
[**]

253
 In case where load
testing is required for
(ii) Super-structure: On foundation, the trigger
completion of the super- of first payment shall
structure in all respects include load testingalso
including wearing coat, where specified.
bearings, expansion joints,
hand rails, crash barriers, (ii) Super-structure:
road signs &markings,tests
Payment shall be made
on completion etc.
on pro-rata basis on
complete in all respect. completion of a stage
i.e. completion of
Wearing Coat (a) in case of super-structure of
Overpass- wearing coat atleast one span in all
including expansion joints respects as specified in
complete in all respects as the column of “Stage of
specified and (b) in case of Payment” in this sub-
underpass- rigid pavement clause.
including drainage facility [**]
complete in all respects as
specified as specified.

(iii) Approaches: On
completion of approaches
including Retaining walls/
Reinforced Earth walls,
stone pitching, protection
works complete in all
respect and fit for use. (iii) Approaches:
Payment shall be made
on pro-rata basis on
completion of a stage
i.e. completion of
approaches in all
respect as specified.

254
1.3.3 Major Bridge works, ROB/RUB and Structures.

Procedure for estimating the value of Major Bridge works, ROB/RUB and
Structures shall be as stated in table 1.3.3:

Table 1.3.3

255
Stage of Payment Weightage Payment Procedure

1 2 3

A.1- Widening and

repairs of Major Bridges
[**] (i) Foundation: Cost
(i) Foundation of each Major Bridge
shall be determined on
pro rata basis with
respect to the total
linear length (m) of the
Major Bridge. Payment
against foundationshall
be made on pro- rata
basis on completion of
a stage
i.e. not less than 25% of
the scope of foundation
of the major Bridge
subject tocompletion of
atleast two foundations
of the major Bridge .

In case where load

testing is required for
(ii) Sub-structure foundation, the trigger
[**] of first payment shall
include load testingalso
where specified.

256
 (ii) Sub-Structure:.
Payment against Sub-
structure shall be made
on pro-rata basis on
completion of a stage
i.e. not less than 25% of
the scope of sub-
structure of the major
bridge subject to
completion of atleast
[**]
(iii) Super-structure two sub-structures of
abutments/piers upto

257
(including bearings) abutment/pier cap level
of the major bridge.

(iii) Super-structure:

Payment shall be made

on pro-rata basis on
[**]
completion of a stage
(iv) Wearing Coat i.e. completion of
including expansion joints super-structure
including bearings of
atleast one span in all
respects as specified.

(v) Miscellaneous Itemslike [**]

hand rails, crash barriers,
(iv) Wearing Coat:
road markings etc.
Payment shall be made
on completion of
wearing coat including
expansion joints
complete in all respects
[**] as specified.

(vi) Wing walls/return (v) Miscellaneous:

walls Payments shall be
made on completion of
all miscellaneous
[**] works like hand rails,
crash barriers, road
markings etc. complete
(vii) Guide Bunds, River
in all respects as
Training works etc.
specified.

[**] (vi) Wing

walls/return walls:
Payments shall be
(viii) Approaches made on completion of
(including Retaining walls, all wing walls/return
stone pitching and walls complete in all
protection works) respects as specified.

(vii) Guide Bunds,

River Training
works: Payments shall

258
 be made on completion
of all guide bunds/river
training works etc.
complete in all respects
as specified.

(viii) Approaches:
Payments shall be
made on completion of
both approaches
including stone
pitching, protection
works, etc. complete in
all respects as
specified.

A.2- New Major Bridges

(i) Foundation: Cost

of each Major Bridge
(i) Foundation [**] shall be determined on
pro rata basis with
respect to the total
linear length (m) of the
Major Bridge. Payment
against foundationshall
be made on pro- rata
basis on completion of
a stage
i.e. not less than 25% of
the scope of foundation
of the major Bridge
subject tocompletion of
atleast two foundations
of the major Bridge .

In case where load

testing is required for
foundation, the trigger
of first payment shall
[**] include load testingalso
(ii) Sub-structure
where specified.

(ii) Sub-Structure:.

259
 Payment against Sub-
structure shall be made
on pro-rata basis on
completion of a stage
i.e. not less than 25% of
the scope of sub-
structure of the major
bridge subject to
completion of atleast
two sub-structures of
[**] abutments/piers upto
(iii) Super-structure abutment/pier cap level
(including bearings) of the major bridge.

(iii) Super-structure:

(iv) Wearing Coat Payment shall be made

[**]
including expansion joints on pro-rata basis on
completion of a stage
i.e. completion of
super-structure
including bearings of
[**] atleast one span in all
(v) Miscellaneous Items respects as specified.
like hand rails, crash
barriers, road markings etc.

(iv) Wearing Coat:

Payment shall be made
on completion of
wearing coat including
expansion joints
(vi) Wing walls/return [**] complete in all respects
walls as specified.

(v) Miscellaneous:
Payments shall be
made on completion of
all miscellaneous
works like hand rails,
[**] crash barriers, road
(vii) Guide Bunds, River markings etc. complete
Training works etc. in all respects as
specified.

260
 (vi) Wing
walls/return walls:
[**] Payments shall be
made on completion of
(viii) Approaches all wing walls/return
(including Retaining walls, walls complete in all
stone pitching and respects as specified.
protection works)

(vii) Guide Bunds,

River Training
works: Payments shall
be made on completion
of all guide bunds/river
training works etc.
complete in all respects
as specified.

(viii) Approaches:
Payments shall be
made on completion of
both approaches
including stone
pitching, protection
works, etc. complete in
all respects as
specified.

B.1 -Widening and

repairs of
(a) ROB

(b) RUB [**] (i) Foundation: Cost

of each ROB/RUB
shall be determined on
(i) Foundation
pro rata basis with
respect to the total
linear length (m) of the
ROBs/RUBs. Payment
against foundation
shall be made on pro-
rata basis on
completion of a stage
i.e. not less than 25%

261
 of the scope of
foundation of the
ROB/RUB subject to
completion of atleast
two foundations of the
ROB/RUB.

In case where load

testing is required for
foundation, the trigger
[**] of first payment shall
(ii) Sub-structure include load testingalso
where specified.

(ii) Sub-Structure:.
Payment against Sub-
structure shall be made
on pro-rata basis on
completion of a stage
i.e. not less than 25% of
[**] the scope of sub-
structure of the
(iii) Super-structure ROB/RUB subject to
(including bearings) completion of atleast
two sub-structures of
abutments/piers upto
abutment/pier cap level
of the ROB/RUB.

(iii) Super-structure:
[**]
Payment shall be made
on pro-rata basis on
(iv) Wearing Coat completion of a stage
including expansion joints i.e. completion of
in case of ROB. In case of super-structure
RUB, rigid pavement under including bearings of
RUB including drainage atleast one span in all
facility as specified. respects as specified.

[**] (iv) Wearing Coat:

Payment shall be made
on completion of (a) in
(v) Miscellaneous Itemslike case of ROB- wearing
hand rails, crash barriers, coat including
road markings etc. expansion joints
complete in all respects
as specified and (b) in

262
 case of RUB- rigid
[**] pavement under RUB
including drainage
facility complete in all
(vi) Wing walls/return respects as specified as
walls specified.

[**] (v) Miscellaneous:

Payments shall be
made on completion of
all miscellaneous
works like hand rails,
crash barriers, road
markings etc. complete
in all respects as
specified.
(vii) Approaches (including
Retaining walls, stone (vi) Wing
pitching and protection walls/return walls:
works) Payments shall be
made on completion of
all wing walls/return
walls complete in all
respects as specified.

(vii) Approaches:
Payments shall be
made on completion of
both approaches
including stone
pitching, protection
works, etc. complete in
all respects as
specified.

B.2- New

(a) ROB

(b) RUB
(i) Foundation: Cost
(i) Foundation [**]
of each ROB/RUB
shall be determined on
pro rata basis with
respect to the total
linear length (m) of the
ROBs/RUBs. Payment

263
 against foundationshall
be made on pro- rata
basis on completion of
a stage
i.e. not less than 25% of
the scope of foundation
of the ROB/RUB
subject tocompletion of
atleast two foundations
of the ROB/RUB .

[**] In case where load

testing is required for
foundation, the trigger
(ii) Sub-structure of first payment shall
include load testingalso
where specified.

(ii) Sub-Structure:.
Payment against Sub-
structure shall be made
on pro-rata basis on
completion of a stage
i.e. not less than 25% of
the scope of sub-
[**] structure of the
ROB/RUB subject to
(iii) Super-structure completion of atleast
(including bearings) two sub-structures of
abutments/piers upto
abutment/pier cap level
of the ROB/RUB.

(iii) Super-structure:

Payment shall be made

on pro-rata basis on
[**] completion of a stage
(iv) Wearing Coat
including expansion joints i.e. completion of
in case of ROB. In case of super-structure
RUB, rigid pavement under including bearings of
RUB including drainage atleast one span in all
facility as specified. respects as specified.

264
 (iv) Wearing Coat:
[**] Payment shall be made
on completion of (a) in
case of ROB- wearing
coat including
(v) Miscellaneous Itemslike expansion joints
hand rails, crash barriers, complete in all respects
road markings etc.
[**] as specified and (b) in
case of RUB- rigid
pavement under RUB
including drainage
facility complete in all
(vi) Wing walls/return respects as specified as
walls specified.

[**] (v) Miscellaneous:

Payments shall be
made on completion of
all miscellaneous
(vii) Approaches (including works like hand rails,
Retaining walls/Reinforced Earth crash barriers, road
wall, stone pitching andprotection markings etc. complete
works) in all respects as
specified.

(vi) Wing
walls/return walls:
Payments shall be
made on completion of
all wing walls/return
walls complete in all
respects as specified.

(vii) Approaches:
Payments shall be
made on completion of
both approaches
including stone
pitching, protection
works, etc. complete in

265
 all respects as
specified.

C.1- Widening andrepairs

of Elevated
Section/Flyovers/ Grade
Separators

[**] (i) Foundation: Cost

(i) Foundation of each structure shall
be determined on pro
rata basis with respect
to the total linear length
(m) of the structures.
Payment against
foundation shall be
made on pro- rata basis
on completion of a
stage
i.e. not less than 25% of
the scope of foundation
of the structure subject
to completion of atleast
two foundations of the
structure .

In case where load

testing is required for
foundation, the trigger
[**] of first payment shall
(ii) Sub-structure include load testingalso
where specified.

(ii) Sub-Structure:.
Payment against Sub-
structure shall be made
on pro-rata basis on
completion of a stage
i.e. not less than 25% of
the scope of sub-
structure of the
[**]
(iii) Super-structure structure subject to

266
(including bearings) completion of atleast
two sub-structures of
abutments/piers upto
abutment/pier cap level
of the structure.

(iii) Super-structure:

[**] Payment shall be made

on pro-rata basis on
(iv) Wearing Coat
completion of a stage
including expansion joints
i.e. completion of
super-structure
including bearings of
[**] atleast one span in all
respects as specified.
(v) Miscellaneous Items
like hand rails, crash
barriers, road markings etc.
(iv) Wearing Coat:
Payment shall be made
on completion of
wearing coat including
expansion joints
[**] complete in all respects
as specified.
(vi) Wing walls/return
walls (v) Miscellaneous:
Payments shall be
made on completion of
all miscellaneous
works like hand rails,
[**] crash barriers, road
markings etc. complete
(vii) Approaches in all respects as
(including Retaining specified.
walls/Reinforced Earth
wall, stone pitching and
protection works)
(vi) Wing
walls/return walls:
Payments shall be
made on completion of
all wing walls/return
walls complete in all
respects as specified.

(vii) Approaches:
Payments shall be

267
 made on completion of
both approaches
including stone
pitching, protection
works, etc. complete in
all respects as
specified.

C.2 -New Elevated

Section/Flyovers/ Grade
Separators

(i) Foundation [**] (i) Foundation: Cost

of each structure shall
be determined on pro
rata basis with respect
to the total linear length
(m) of the structures.
Payment against
foundation shall be
made on pro- rata basis
on completion of a
stage
i.e. not less than 25% of
the scope of foundation
of the structure subject
to completion of atleast
two foundations of the
structure .

In case where load

testing is required for
foundation, the trigger
(ii) Sub-structure [**] of first payment shall
include load testingalso
where specified.

(ii) Sub-Structure:.
Payment against Sub-
structure shall be made
on pro-rata basis on

268
 completion of a stage
i.e. not less than 25% of
the scope of sub-
structure of the
structure subject to
completion of atleast
(iii) Super-structure
[**] two sub-structures of
(including bearings)
abutments/piers upto
abutment/pier cap level
of the structure.

(iii) Super-structure:

Payment shall be made

(iv) Wearing Coat on pro-rata basis on
including expansion joints completion of a stage
[**] i.e. completion of
super-structure
including bearings of
atleast one span in all
respects as specified.
(v) Miscellaneous Items
like hand rails, crash
barriers, road markings etc.
[**] (iv) Wearing Coat:
Payment shall be made
on completion of
wearing coat including
expansion joints
complete in all respects
(vi) Wing walls/return as specified.
walls

[**]
(v) Miscellaneous:
Payments shall be
made on completion of
all miscellaneous
works like hand rails,
(vii) Approaches crash barriers, road
(including Retaining [**] markings etc. complete
walls/Reinforced Earth in all respects as
wall, stone pitching and specified.

269
protection works)

(vi) Wing
walls/return walls:
Payments shall be
made on completion of
all wing walls/return
walls complete in all
respects as specified.

(vii) Approaches:
Payments shall be
made on completion of
both approaches
including stone
pitching, protection
works, etc. complete in
all respects as
specified.

270
Note: (1) In case of innovate Major Bridge projects like cable suspension/cable stayed/ Extra
Dozed and exceptionally long span bridges, the schedule may be modified as per site
requirements before bidding with due approval of Competent Authority.

(2) The Schedule for exclusive tunnel projects may be prepared as per site
requirements before bidding with due approval of Competent Authority.

1.3.4 Other 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

(i) Toll plaza

[**] Unit of measurement is each completed
toll plaza. Payment of each toll plaza shall
be made on pro rata basis with respect to
the total of all toll plazas.

(ii) Road side drains

[**] Unit of measurement is linear length in
km. Payment shall be made on pro rata
(iii) Road signs, markings, basis on completion of a stage in a length
km stones, safety [**] of not less than 10 % (ten per cent) of the
devices, … total length.

(iv) Project Facilities

d) Bus bays

e) Truck lay-byes [**] Payment shall be made on pro rata basis

for completed facilities.
f) Rest areas [**]

[**]
d) others
[**]
(v) Roadside plantation
[**] Unit of measurement is linear length.

271
Stage of Payment Weightage Payment Procedure

(vi) Repair of protection works Payment shall be made on pro rata basis
other than approaches to [**] on completion of a stage in a length of not
thebridges, elevated less than 10% (ten per cent) of the total
sections/ flyovers/grade length.
separators and
ROBs/RUBs.

(vii) Safety and traffic

management during [**] Payment shall be made on prorata basis
construction every six months.

2. Procedure for payment for Maintenance

2.1 The cost for maintenance shall be as stated in Clause 14.1.1.

2.2 Payment for Maintenance shall be made in quarterly instalments in

accordance with the provisions of Clause 19.7.

272
(a)

273
 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.
Upon receiving 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.

274
 Annex – I

(Schedule - I)

List of Drawings

The drawings that the contractor is required to furnish under clause

10.2 for Project are as follows:

1. Contractor shall prepare the detailed structure design and

drawings of all structural components of the elevated structure
for execution of the works.
2. Contractor shall prepare detailed highway drawings for
improvement of at- grade existing roads.
3. Horizontal and vertical alignment with details of reference pillars,
Horizontal intersection points, Vertical intersection points,
elements of curves and sight distances and super elevation
details for both Project Highway and At-Grade existing slip road.
4. General Arrangement Drawings for structures shall be submitted.
5. Typical cross section with details of pavement structure.
6. Detailed drawings of Elevated Corridor.

7. Detailed layout drawings for intersections & Ramps.

8. Drawings for Road sign, Marking, Bus stops, Parking Areas.

9. Detailed Drawings for electrical works street Lighting, CCTV,

overhead Driver Feedback System.

10. Detailed layout drawings for Traffic Circulation.

11. Detailed layout drawing for Landscaping & Tree plantation.

12. Detailed Traffic Management drawings for safety in construction

Zone.

13. Detailed Drawings of Drainage including RCC Covered drains.

14. Detailed drawings of Launching and /or erection scheme/

scaffolding details for bridges/ flyovers/ ROBs/ RUPBs & Ramp and
275
loops shall be submitted.

15. Cross Section at 50 m interval along the alignment with ROW,

and all underground and above ground utilities.

16. Detailed Drawings of RCC Electrical Utility Duct.

17. Fabrication drawing and shop drawings should be submitted

after designed drawings are approved.

18. All drawings shall be submitted in 4 hard copies, and soft copy
and files of all designs and drawings shall be submitted in the format
as demanded by the Authority.

276
 Schedule - J

(See Clause 10.3 (ii))

Project Completion Schedule

1. Project Completion Schedule

During Construction period, the Contractor shall comply with the requirements set
forth in this Schedule-J for each of the Project Milestones and the Scheduled
Completion Date. Within 15 (fifteen) days of the date of each Project Milestone, the
Contractor shall notify the Authority’s Engineer of such compliance along with
necessary particulars thereof.

2. Project Milestone-I

(i) Project Milestone-I shall occur on the date falling on the [35% of the Scheduled
Construction Period] 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 and submitted to the Authority’s Engineer 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 [60% of the Scheduled
Construction Period] 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 and submitted to the Authority’s Engineer duly and validly
prepared Stage Payment Statements for an amount not less than 35% (thirty five per
cent) of the Contract Price and should have started construction of all bridges

4. Project Milestone-III

(i) Project Milestone-III shall occur on the date falling on the [85% of the Scheduled
Construction Period] 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 and submitted to the Authority’s Engineer duly and
validly prepared Stage Payment Statements for an amount not less than 70% (seventy
per cent) 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 [Scheduled Construction Period]
day from the Appointed Date.

277
 (ii) On or before the Scheduled Completion Date, the Contractor shall have completed
construction in accordance with this Agreement.

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.

278
 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 to Tests, and no later than 10(ten) days prior to the actual date ofTests,
furnish to the Authority’s Engineer and the Authority detailed inventory and
particulars of all works and equipment forming part of Works.

(ii) The Contractor shall notify the Authority’s Engineer of its readiness to subject the
Project 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 thereupon 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 [***].

(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 equipments 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 Nondestructive 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 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.

279
 (v) Environmental audit: The Authority’s Engineer shall carry out a check to determine
conformity of the Project 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 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.

5. 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.

280
 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 ………………..] (the “Project”) on Engineering,
Procurement and Construction (EPC) basis 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 with the provisions of
the Agreement, and I am satisfied that the Project 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
have been completed, and the Project 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)

281
 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 Paragraph 2.

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%

282
 S. No. Item/Defect/Deficiency Percentage
(iii) Painting, repairs/replacement kerbs, railings, parapets, 5%
guideposts/crash barriers

(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:

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 Schedule

L1= 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.

283
 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 accordancewith
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.

284
 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 [Two-Laning] of the **** section (km ** to km **) of
National Highway No. ** in the State of *** on Engineering, Procurement, Construction
(EPC) basis, and a copy of which is annexed hereto and marked as Annex-A to form part
of this TOR.

# - In case the bid of Authority’s Engineer is invited simultaneously with the bid of EPC project,
then the status of bidding of EPC project only to be indicated

(ii) The TOR shall apply to construction and maintenance of the Project.

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;

285
 (c) the Termination Payment; or
(d) issuance of Completion Certificate or
(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.

286
(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.

(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 for purposes of maintenance during the Construction Period in accordance
with the provisions of Clause 10.4.

(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 Projectand 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 Paragraph 4 (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.

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(xiii) The Authority’s Engineer may instruct the Contractor to execute any work which is
urgently required for the safety of the Project, whether because of an accident,
unforeseeable event or otherwise; provided that in case of any work requiredon 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 is not feasible within the time specified in the Agreement, it
shall require the Contractor to indicate within 15 (fifteen) days thesteps 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 Clause 12.2.

(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 forthwith 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 Paragraph 4 (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) The Authority’s Engineer shall aid and advise the Contractor in the preparation 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 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 ofany
lane(s) of the Project 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 Clause
14.5.

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 Clause 18.5.

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 Engineerin
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

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 Contractor, after adjustments in accordance with the provisions of Clause
19.10.

(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 Documents sent by

the Authority’s Engineer to the Contractor pursuant to this 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
as actually designed, engineered and constructed, including an as- built survey
illustrating the layout of the Project and setback lines, if any, of the buildings and
structures forming part of Project Facilities; and shall hand them over tothe 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) The Authority’s Engineer shall inform the Authority and the Contractor of any 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);
(h) The amounts received by the Contractor upto 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

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 Note: The Contractor shall submit its claims in a form acceptable to the Authority.

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 insurances for any loss or
damage occurring on account of Non Political Event 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 professionalfees
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 onto 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 Certificate until
the end of the Defects Liability Period for any loss or damage 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 onthe
number of occurrences.

The insurance cover shall be not less than: Rs. [*****]

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(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:

(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 Engineer) under and in accordance
with the Agreement dated ………… (the “Agreement”), for [construction of … … … . ] (the
“Project”) on Engineering, Procurement and Construction (EPC) basis 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 with the provisions of the Agreement and I hereby certify that the Authority has
taken over the Project from the Contractor on this day.........

SIGNED, SEALED AND DELIVERED

(Signature)

(Name and designation of Authority’s Representative)

(Address)

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***** End of the Document *****

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