Engineering Procurement and Construction (EPC)

Agreement

For

Construction of road from CHEEMA to LEECHI

NALLAH (Km 16.950 to Km 56.200) to NHSL with
paved shoulder specifications and connecting road to
GURDALIGALI Post (Length 3.170 Km) and SARSON
post (Length 1.310 Km) to NHSL specifications under
99 RCC / 760 BRTF, project BEACON in J&K (UT)
(Package-2)

Border Roads Organisation

Chief Engineer (Project) Beacon

March 2025
 Table Of Contents

Part I 1
Preliminary 1
Article 1 5
Definitions and Interpretations 5
1.1 Definitions 5
1.2 Interpretation 13
1.3 Measurements and arithmetic conventions 15
1.4 Priority of agreements and errors/discrepancies 15
1.5 Joint and several liability 16
Part II 19
Scope of Project 19
Article 2 21
Scope of the Project 21
2.1 Scope of the Project 21
Article 3 22
Obligations of the Authority 22
3.1 Obligations of the Authority 22
3.2 Maintenance obligations prior to the Appointed Date 23
3.3 Environmental Clearances 24
3.4 Deemed Termination upon delay 24
Article 4 25
Obligations of the Contractor 25
4.1 Obligations of the Contractor 25
4.2 Obligations relating to sub-contracts and any other agreements 27
4.3 Employment of foreign nationals 28
4.4 Contractor’s personnel 29
4.5 Advertisement on Project Highway 29
4.6 Contractor's care of the Works 29
4.7 Electricity, water and other services 30
4.8 Unforeseeable difficulties 30
4.9 Co-ordination of the Works 30
4.10 Environmental Measures 31
4.11 Site Data 31
4.12 Sufficiency of Contract Price 31
4.13 Clearance of the Site 32
Article 5 33
Representations and Warranties 33
5.1 Representations and warranties of the Contractor 33
5.2 Representations and warranties of the Authority 37
5.3 Disclosure 38
Article 6 39
Disclaimer 39
6.1 Disclaimer 39
Part III 42
Construction and Maintenance 42
Article 7 44
Performance Security 44
7.1 Performance Security 44
7.2 Extension of Performance Security and Additional Performance Security 45
7.3 Appropriation of Performance Security 45
7.4 Release of Performance Security 46
7.5 Retention Money 46
Article 8 48
Right of Way 48
8.1 The Site 48
8.2 Procurement of the Site 48
8.3 Damages for delay in handing over the Site 50
8.4 Site to be free from Encumbrances 52
8.5 Protection of Site from encroachments 52
8.6 Special/ temporary Right of Way 52
8.7 Access to the Authority and the Authority’s Engineer 53
8.8 Geological and archaeological finds 53
Article 9 54
Utilities and Trees 54
9.1 Existing utilities and roads 54
9.2 Shifting of obstructing utilities 54
9.3 New utilities 54
9.4 Felling of trees 55
9.5 Dismantling of structures 55
9.6 Development Period 56
Article 10 57
Design and Construction of the Project Highway 57
10.1 Obligations prior to commencement of Works 57
10.2 Design and Drawings 59
10.3 Construction of the Project Highway 62
10.4 Maintenance during Construction Period 63
10.5 Extension of time for completion 64
10.6 Incomplete Works 65
10.7 Maintenance Manual 66
10.8 As-Built Records 66
10.9 Contractor's Use of Authority’s Documents 66
Article 11 67
Quality Assurance, Monitoring and Supervision 67
11.1 Quality of Materials and workmanship 67
11.2 Quality control system 67
11.3 Methodology 68
11.4 Inspection and technical audit by the Authority 68
11.5 External technical audit 68
11.6 Inspection of construction records 68
11.7 Monthly progress reports 69
11.8 Inspection 70
11.9 Samples 70
11.10 Tests 71
11.11 Examination of work before covering up 71
11.12 Rejection 72
11.13 Remedial work 72
11.14 Delays during construction 73
11.15 Quality control records and Documents 73
11.16 Video recording 73
11.17 Suspension of unsafe Construction Works 73
11.18 Staff and Labour 74
Article 12 78
Completion Certificate 78
12.1 Tests on Completion 78
12.2 Completion Certificate 78
12.3 Rescheduling of Tests 79
Article 13 80
Change of Scope 80
 13.1 Change of Scope 80
13.2 Procedure for Change of Scope 80
13.3 Payment for Change of Scope 83
13.4 Restrictions on Change of Scope 83
13.5 Power of the Authority to undertake Works 83
Article 14 84
Maintenance 84
14.1 Maintenance obligations of the Contractor 84
14.2 Maintenance Requirements 85
14.3 Maintenance Programme 86
14.4 Safety, vehicle breakdowns and accidents 86
14.5 Lane closure 86
14.6 Reduction of payment for non-performance of Maintenance obligations 87
14.7 Authority’s right to take remedial measures 87
14.8 Restoration of loss or damage to Project Highway 88
14.9 Overriding powers of the Authority 88
14.10 Taking over Certificate 89
Article 15 90
Supervision and Monitoring during Maintenance 90
15.1 Inspection by the Contractor 90
15.2 Inspection and payments 90
15.3 Tests 91
15.4 Reports of unusual occurrence 91
Article 16 93
Traffic Regulation 93
16.1 Traffic regulation by the Contractor 93
Article 17 94
Defects Liability 94
17.1 Defects Liability Period 94
17.2 Remedying Defects 94
17.3 Cost of remedying Defects 95
17.4 Contractor’s failure to rectify Defects 95
17.5 Extension of Defects Liability Period 95
Article 18 96
Authority’s Engineer 96
18.1 Appointment of the Authority’s Engineer 96
18.2 Duties and authority of the Authority’s Engineer 96
 18.3 Delegation by the Authority’s Engineer 97
18.4 Instructions of the Authority’s Engineer 98
18.5 Determination by the Authority’s Engineer 98
18.6 Remuneration of the Authority’s Engineer 99
18.7 Termination of the Authority’s Engineer 99
Part IV 100
Financial Covenants 100
Article 19 102
Payments 102
19.1 Contract Price 102
19.2 Advance Payment 102
19.3 Procedure for estimating the payment for the Works 104
19.4 Stage Payment Statement for Works 105
19.5 Stage Payment for Works 105
19.6 Monthly Maintenance Statement of the Project Highway 106
19.7 Payment for Maintenance of the Project Highway 106
19.8 Payment of Damages 107
19.9 Time of payment and interest 107
19.10 Price adjustment for the Works 108
19.11 Restrictions on price adjustment 111
19.12 Price adjustment for Maintenance of Project Highway 112
19.13 Final Payment Statement 112
19.14 Discharge 113
19.15 Final Payment Certificate 113
19.16 Final payment statement for Maintenance 113
19.17 Change in law 114
19.18 Correction of Interim Payment Certificates 114
19.19 Authority’s claims 114
19.20 Bonus for early completion 115
Article 20 116
Insurance 116
20.1 Insurance for Works and Maintenance 116
20.2 Notice to the Authority 117
20.3 Evidence of Insurance Cover 117
20.4 Remedy for failure to insure 118
20.5 Waiver of subrogation 118
20.6 Contractor’s waiver 118
 20.7 Cross liabilities 118
20.8 Accident or injury to workmen 119
20.9 Insurance against accident to workmen 119
20.10 Application of insurance proceeds 119
20.11 Compliance with policy conditions 119
20.12 General Requirements of Insurance Policies 120
Part V 123
Force Majeure and Termination 123
Article 21 125
Force Majeure 125
21.1 Force Majeure 125
21.2 Non-Political Event 125
21.3 Indirect Political Event 126
21.4 Political Event 126
21.5 Duty to report Force Majeure Event 127
21.6 Effect of Force Majeure Event on the Agreement 127
21.7 Termination Notice for Force Majeure Event 128
21.8 Termination Payment for Force Majeure Event 129
21.9 Dispute resolution 129
21.10 Excuse from performance of obligations 129
Article 22 131
Suspension of Contractor’s Rights 131
22.1 Suspension upon Contractor Default 131
22.2 Authority to act on behalf of Contractor 131
22.3 Revocation of Suspension 131
22.4 Termination 132
Article 23 133
Termination 133
23.1 Termination for Contractor Default 133
23.2 Termination for Authority Default 136
23.3 Termination for Authority’s convenience 137
23.4 Requirements after Termination 137
23.5 Valuation of Unpaid Works 137
23.6 Termination Payment 138
23.7 Other rights and obligations of the Parties 139
23.8 Survival of rights 139
23.9 Foreclosure with mutual consent 140
Part VI 142
Other Provisions 142
Article 24 144
Assignment and Charges 144
24.1 Restrictions on assignment and charges 144
24.2 Hypothecation of Materials or Plant 144
Article 25 145
Liability and Indemnity 145
25.1 General indemnity 145
25.2 Indemnity by the Contractor 145
25.3 Notice and contest of claims 146
25.4 Defence of claims 146
25.5 Survival on Termination 148
Article 26 149
Dispute Resolution 149
26.1 Dispute Resolution 149
26.2 Conciliation 149
26.3 Arbitration 150
26.4 Adjudication by Regulatory Authority, Tribunal or Commission 151
Article 27 152
Miscellaneous 152
27.1 Governing law and jurisdiction 152
27.2 Waiver of immunity 152
27.3 Delayed payments 152
27.4 Waiver 153
27.5 Liability for review of Documents and Drawings 153
27.6 Exclusion of implied warranties etc. 154
27.7 Survival 154
27.8 Entire Agreement 154
27.9 Severability 154
27.10 No partnership 155
27.11 Third parties 155
27.12 Successors and assigns 155
27.13 Notices 155
27.14 Language 156
27.15 Counterparts 156
27.16 Confidentiality 156
 27.17 Copyright and Intellectual Property rights 156
27.18 Limitation of Liability 157
27.19 Care and Supply of Documents 157
27.20 Authority’s Use of Contractor’s Documents. 158
27.21 Contractor’s Use of Authority’s Documents 158
27.22 Access to the Site by Others 159
27.23 Term 159
27.24 Amendments 159
27.25 Representation and Bribes 159
27.26 No Agency 160
Schedules 162
Schedule-A 164
Site of the Project 164
1. The Site 164
Annex-I: Site 165
Annex-II: Dates for providing Right of Way of Construction Zone 170
Annex-III: Alignment Plans 171
Annex-IV : Environment Clearances 172
Schedule-B 175
Development of the Project Highway 175
1. Development of the Project Highway 175
2. Rehabilitation and Augmentation 175
3. Specifications and Standards 175
Annex-I : Description of Single Laning 176
(Schedule B-1) : Utilities 215
Schedule-C 175
Project Facilities 216
Schedule-D 218
Specifications and Standards 218
1. Construction 218
2. Design Standards 218
Annex-I : Specifications and Standards 219
1. Specifications and Standards 219
2. Deviations from the Specifications and Standards 219
Schedule-E 220
Maintenance Requirements 220
 1. Maintenance Requirements 220
2. Repair/rectification of Defects and deficiencies 220
3. Other Defects and deficiencies 220
4. Extension of time limit 220
5. Emergency repairs/restoration 221
6. Daily inspection by the Contractor 221
7. Pre-monsoon inspection / Post-monsoon inspection 221
8. Repairs on account of natural calamities 221
Annex-I : Repair/rectification of Defects and deficiencies 222
Schedule-F 260
Applicable Permits 260
1. Applicable Permits 260
Schedule–G 261
Annex-I : Form of Bank Guarantee 261
Annex-II: Form for Guarantee for Advance Payment 264
Schedule-H 267
Contract Price Weightages 267
Schedule I 29
1. Drawings 29
2. Additional Drawings 29
Annex-I : List of Drawings 30
Schedule-J 31
Project Completion Schedule 31
1. Project Completion Schedule 31
2. Project Milestone-I 31
3. Project Milestone-II 31
4. Project Milestone-III 31
5. Scheduled Completion Date 32
6. Extension of time 32
Schedule-K 33
Tests on Completion 33
1. Schedule for Tests 33
2. Tests 33
3. Agency for conducting Tests 34
4. Completion Certificate 34
Schedule-L 35
Completion Certificate 35
Schedule - M 36
Payment Reduction for Non-Compliance 36
1. Payment reduction for non-compliance with the Maintenance Requirements 36
2. Percentage reductions in lump sum payments on monthly basis 36
Schedule - N 38
Selection of Authority’s Engineer 38
1. Selection of Authority’s Engineer 38
2. Terms of Reference 38
3. Appointment of Government entity as Authority’s Engineer 38
Annex-I : Terms of Reference for Authority’s Engineer 39
Schedule - O 46
Forms of Payment Statements 46
1. Stage Payment Statement for Works 46
2. Monthly Maintenance Payment Statement 46
3. Contractor’s claim for Damages 47
Schedule - P 48
Insurance 48
1. Insurance during Construction Period 48
2. Insurance for Contractor's Defects Liability 48
3. Insurance against injury to persons and damage to property 48
4. Insurance to be in joint names 49
Schedule-Q 50
Tests on Completion of Maintenance Period 50
1. Riding Quality test 50
2. Visual and physical test 50
Schedule-R 51
Taking Over Certificate 51
 Part I

Preliminary
 Engineering, Procurement and Construction Agreement

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

Between

The President of India through the Ministry of Defence, Government of India

represented by:

Border Roads Organisation, Chief Engineer (Project) Beacon, Rangreth, Budgam, Distt-
Srinagar, J&K, Pin - 191132 (hereinafter referred to as the “Authority” which expression
shall, unless repugnant to the context or meaning thereof, include its administrators,
successors and assigns) of One Part;

And

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

Whereas:

A. The Ministry of Defence entrusted the construction of road from CHEEMA to LEECHI
NALAH (Km 16.950 to Km 56.200) to NHSL with paved shoulder specifications and
connecting road to GURDALIGALI Post (Length 3.170 Km) and SARSON post (Length 1.310
Km) to NHSL specifications under 99 RCC / 760 BRTF, project BEACON in J&K (UT)
(Package-2) to the Authority;

3
B. The Authority resolved to construction of road from CHEEMA to LEECHI NALAH
(Km 16.950 to Km 56.200) to NHSL with paved shoulder specifications and
connecting road to GURDALIGALI Post (Length 3.170 Km) and SARSON post (Length
1.310 Km) to NHSL specifications under 99 RCC / 760 BRTF, project BEACON in J&K
(UT) (Package-2) on Engineering, Procurement, Construction (“EPC”) basis in
accordance with the terms and conditions to be set forth in an agreement to be
entered into.

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

D. After evaluation of the bids received, the Authority accepted the bid of the selected
bidder and issued its Letter of Acceptance No. <insert details> dated <insert date>
(hereinafter called the “LOA”) to the selected bidder for Construction of road from
CHEEMA to LEECHI NALAH (Km 16.950 to Km 56.200) to NHSL with paved
shoulder specifications and connecting road to GURDALIGALI Post (Length
3.170 Km) and SARSON post (Length 1.310 Km) to NHSL specifications under
99 RCC / 760 BRTF, project BEACON in J&K (UT) (Package-2) at the Contract
Price specified hereinafter, requiring the selected bidder to inter alia:

(i) to give his consent to enter into this Agreement and the enforceability of the
provisions thereof, within 10 (ten) days of the date of issue of LOA;

(ii) submit Performance Security and Additional Performance Security (if any) as
per RFP requirements, and

(iii) 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 become payable under the provisions of the Agreement at the times and
in the manner specified by the Agreement and intending to be legally bound hereby,
the Parties agree as follows:

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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 judgements, decrees, injunctions, writs and orders of any court of record,
applicable to this Agreement and the exercise, performance and discharge of the
respective rights and obligations of the Parties hereunder, as may be in force and
effect during the subsistence of this Agreement;

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

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

5
 “Appointed Date” means the date declared by the Authority as the project
commencement date with the consent of the contractor, as per the process
prescribed in Article 3 and 8 of this Agreement;

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

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

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

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

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

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

“Bank” means a bank 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.

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

6
“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 by
the Authority or the Authority’s Engineer hereunder, the applicable Cure
Period shall be extended by the period taken by the Authority or the
Authority’s Engineer to accord their approval;

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

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

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

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

7
 “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 Highway as set forth in Schedule-I, and shall include ‘As Built’ drawings of
the Project Highway;

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

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

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

security of the individuals on or about the Project Highway, including Users thereof,
or which poses an immediate threat of material damage to any of the Project Assets;

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

as mortgage, charge, pledge, lien, hypothecation, security interest, assignment,
privilege or priority of any kind having the effect of security or other such
obligations, and shall include any designation of loss topayees or beneficiaries or any
similar arrangement under any insurance policy pertaining to the Project Highway,
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 Highway or the

8
performance of all or any of the services or obligations of the Contractor under or
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 Highway;

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

Authority as referred to in Recital (D);

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

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 “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;

“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 Project
Highways;

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

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

“Monthly Maintenance Statement” shall have 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 Highway in

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

“Project Assets” means all physical and other assets relating to (a) tangible assets
such as civil works and equipment including foundations, embankments, pavements,

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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 Highway on or before the Scheduled
Completion Date;

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

“Project Highway” means the Site comprising the existing road {, proposed
bypasses and tunnels} forming part of [NH-** from km ** to km **] and all Project
Assets, and its subsequent development and augmentation in accordance with this
Agreement;

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

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

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

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

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

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

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

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

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

“Scheduled Construction Period” means the period commencing from the

Appointed Date and ending on Scheduled Completion Date;

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

“Section” means a part of the Project Highway;

11
 “Site” shall have the meaning set forth in Clause 8.1;

“Specifications and Standards” means the specifications and standards relating to

the quality, quantity, capacity and other requirements for the Project Highway, as set
forth in Schedule-D, and any modifications thereof, or additions thereto, as included
in the design and engineering for the Project Highway submitted by the Contractor
to, and expressly approved by, the Authority;

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

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

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

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

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

“Taxes” means any Indian taxes including GST, excise duties, customs duties, value
added tax, sales tax, local taxes, cess and any 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 Highway charged, levied or imposed
by any Government Instrumentality, but excluding any interest, penalties and other
sums in relation thereto imposed on any account whatsoever. For the avoidance of
doubt, Taxes shall not include taxes on corporate income;

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

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

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

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

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

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

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

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

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

“Works” means all works including survey and investigation, design, engineering,
procurement, construction, Plant, Materials, maintenance, temporary works and

12
 other things necessary to complete the Project Highway in accordance with this
Agreement; and

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

1.2 Interpretation

(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
reenacted;
(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
more of 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, labour,
delivery, transportation, installation, processing, fabrication, testing, and
commissioning of the Project Highway, including maintenance during the
Construction Period, removing of defects, if any, and other activities
incidental to the construction and “construct” or “build” shall be construed
accordingly;
(g) references to “development” include, unless the context otherwise requires,
construction, renovation, refurbishing, augmentation, up- gradation and

13
 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;
(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
“reorganisation” of a company or corporation shall be construed so as to
include any equivalent or analogous proceedings under the law of the
jurisdiction in which such company or corporation is incorporated or any
jurisdiction in which such company or corporation carries on business
including the seeking of liquidation, winding-up, reorganisation, dissolution,
arrangement, protection or relief of debtors;
(s) save and except as otherwise provided in this Agreement, any reference, at
any time, to any agreement, deed, instrument, licence or document of any
description shall be construed as reference to that agreement, deed,
instrument, licence or other document as amended, varied, supplemented,
modified or suspended at the time of such reference; provided that this
Clause shall not operate so as to increase liabilities or obligations of the
Authority hereunder or pursuant hereto in any manner whatsoever;
(t) any agreement, consent, approval, authorisation, notice, communication,
information or report required under or pursuant to this Agreement from or

14
 by any Party or the Authority’s Engineer shall be valid and effective only if it
is in writing under the hand of a duly authorised 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
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

15
 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;
(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

16
shall not in any manner be responsible or be held liable for the inter se allocation of
payments among members of the Joint venture.$

$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.

17
18
 Part II

Scope of Project

19
20
 Article 2

Scope of the Project

2.1 Scope of the Project

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

(a) construction of the Project Highway on the Site set forth in Schedule- A and
as specified in Schedule-B together with provision of Project Facilities as
specified in Schedule-C, and in conformity with the Specifications and
Standards set forth in Schedule-D;
(b) maintenance of the Project Highway in accordance with the provisions of
this Agreement and in conformity with the requirements set forth in
Schedule-E; and
(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.

21
 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 Highway within a period of
30 (thirty) days from the date of this Agreement, which shall be in
contiguous stretches of length not less than 5 (five) kilometre.
(b) all environmental clearances as required under Clause 3.3.

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

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

22
 Both the parties agree that payment of such Damages shall be full and final
settlement of all claims of the Contractor and such compensation shall be the sole
remedy against delays of the Authority and both parties further agree that the
payment of Damages shall be the final cure for the Contractor against delays of the
Authority, without recourse to any other payments.

(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 favourable 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 Highway by any
Government Instrumentality or persons claiming through or under it,
except for reasons of Emergency, national security, law and order or
collection of inter-state taxes;
(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 Highway, at
its own cost and expense, so that its traffic worthiness and safety are at no time

23
 materially inferior as compared to its condition 10 (ten) days prior to the last date
for submission of the Bid, and in the event of any material deterioration or damage
other than normal wear and tear, undertake repair thereof. For the avoidance of
doubt, the Authority shall undertake only routine maintenance prior to the
Appointed Date, and it shall undertake special repairs only in the event of
excessive deterioration or damage caused due to unforeseen events such as floods
or earthquake.

3.3 Environmental Clearances

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. As per Ministry of Defence circular dt: 24.09.24, the
proposed road does not require Environment Clearance. For the avoidance of
doubt, the present status of clearances is specified in Schedule-A.

3.4 Deemed Termination upon delay

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

24
 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 Highway 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
Highway from the Appointed Date until the end of the Construction Period at the
Contractor’s cost, save and except to the extent that any such loss, defect, or
damage shall have arisen from any wilful default or neglect of the Authority.

(v) The Contractor shall remedy any and all loss, defect or damage to the Project
Highway during the Defects Liability Period at the Contractor’s cost to the extent
that such loss, defect or damage shall have arisen out of the reasons specified in
Clause 17.3.

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

(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;

25
 (b) procure, as required, the appropriate proprietary rights, licences,
agreements and permissions for Materials, methods, processes and
systems used or incorporated into the Project Highway;

(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 implementation
and 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 labour 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 authorised 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.

26
(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.

(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.

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 Highway. Provided, however,
that in respect of the Works carried out directly by the Contractor, it may enter
into contracts for the supply and installation of Materials, Plant, equipment, road
furniture, safety devices and labour, as the case may be, for such Works. For the
avoidance of doubt, the Parties agree that the Contractor may sub-divide the
aforesaid length of 51% (fifty one per cent) in no more than 5 (five) sections of the
Project Highway. The Parties further agree that all obligations and liabilities under
this Agreement for the entire project Highway shall at all times remain with the
Contractor.
27
(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 prior to entering into any such
sub-contract. The Authority shall examine the particulars of the Sub- contractor
from the national security and public interest perspective and may require the
Contractor, no later than 15 (fifteen) business days from the date of receiving the
communication from the Contractor, not to proceed with the sub-contract, and the
Contractor shall comply 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.

(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 Subcontractors or their sub-contractors shall not constitute a Force Majeure
28
 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
times appropriately and adequately qualified, skilled and experienced in their
respective functions in conformity with Good Industry Practice. The Contractor
will try to hire at least 10% (ten percent) trained workmen as per the National
Skills Qualifications Framework. If necessary, the requisite workmen may be got
trained by the Contractor at his cost through authorized training centres of the
Directorate General of Training (DGT). The Contractor will organize training at
project site/ sites for the trainees as and when required as per the training
schedule finalized in consultation with the training centres. The trainees shall be
paid stipend by the Contractor (subject to a maximum of Rs. 15,000/- per person)
on the basis of minimum wages to compensate for loss of income during the
training period.

(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) days of any such direction being issued in pursuance of Clause 4.4
(ii). The Contractor shall further ensure that such persons have no further
connection with the Works or Maintenance under this Agreement. The Contractor
shall then appoint (or cause to be appointed) a replacement.

4.5 Advertisement on Project Highway

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

4.6 Contractor's care of the Works

The Contractor shall bear full risk in, and take full responsibility for, the care of the
Works, and of the Materials, goods and equipment for incorporation therein, from

29
 the Appointed Date until the date of Completion Certificate, save and except to the
extent that any such loss or damage shall have arisen from any wilful default or
gross neglect of the Authority.

4.7 Electricity, water and other services

The Contractor shall be responsible for procuring of all utilities as may be

required, including without limitation, adequate power, water and other services.

4.8 Unforeseeable difficulties

Except as otherwise stated in the Agreement:

(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 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;

30
 (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

(i)The Contractor agrees to conduct its activities in connection with the Agreement in such
a manner so as to comply with the environmental requirements which includes,
inter alia, all the conditions required to be satisfied under the environmental
clearances and applicable law, and assumes full responsibility for measures which
are required to be taken to ensure such compliance.

4.11 Site Data

(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 [.] of the 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.

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

31
 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
TakingOver 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.

32
 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 organised and validly existing under the laws of India, and has full
power and authority to execute and perform its obligations under this
Agreement and to carry out the transactions contemplated hereby;
(b) it has taken all necessary corporate and/or other actions under Applicable
Laws to authorise the execution and delivery of this Agreement and to
validly exercise its rights and perform its obligations under this
Agreement;
(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
matters arising 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 by which 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

33
 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 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;

34
 (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.

(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

35
 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
Authority solely at the Contractor's expense; failing which the Authority may
reject or revoke Taking-Over Certificate, and the Authority may proceed to correct
the Contractor's nonconforming Work by the most expeditious means available,
the costs of which shall be to the Contractor's account; or the Authority may retain
the non-conforming Work and an equitable adjustment reducing the total Contract
Price to reflect the diminished value of such non-conforming Work will be made
by written amendment.

(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
havegranted at the time of passing to The Employer) in and to the
technology used in the equipment, materials, goods, Works, Contractor's
documents, Drawings and Manuals (“Technology") -
i. all right, title and interest free of any lien, claim or restriction; and
ii. right to grant to the Authority the right to use the Technology for the
purpose of this contract, free of any lien, claim or restriction and on the
terms of license as required.

(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.

36
 (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.

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

5.2 Representations and warranties of the Authority

The Authority represents and warrants to the Contractor that:

(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 authorise
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, 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 Right of Way and environment clearances such that the
Contractor can commence construction forthwith on 90% (ninety per cent)
of the total length of the Project Highway.

37
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.

38
 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.

39
(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.

40
41
 Part III

Construction and Maintenance

42
43
 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 an irrevocable and unconditional guarantee from a
Bank in the form set forth in Annex-I of Schedule-G (the “Performance Security”)
for an amount equal to 3% (three percent) of its Bid Price. In case of bids
mentioned below, the Selected Bidder, along with the Performance Security, shall
also furnish to the Authority 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 60(sixty) 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 the option to provide 50% of the Performance Security
and 50% of the Additional Performance Security, if any, within 30 (thirty) days of
receipt of Letter of Acceptance, in any case before signing of the Contract
Agreement and the remaining Performance Security and Additional Performance
Security, if any, shall be submitted within 30 days of signing of this agreement.

(iii) In the event the Selected Bidder fails to provide the remaining Performance
Security and Additional Performance Security, if any, as prescribed herein, it may
44
 seek extension of time for a further period upto 60 days by paying the Damages
upfront along with the request letter seeking the extension. The Damages shall be
the sum calculated at the rate of 0.01% (zero point zero one per cent) of the Bid
Price offered by the Selected Bidder for each day until the Performance Security
and Additional Performance Security, if any, is provided in full as prescribed
herein. The damages at full rate as given above shall be applicable even if a part of
the Performance Security and the Additional Performance Security is provided.

(iv) For avoidance of any doubt, in case of failure of submission of Performance

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

7.2 Extension of Performance Security and Additional Performance Security

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

7.3 Appropriation of Performance Security

(i) Upon occurrence of a Contractor’s Default, the Authority shall, without prejudice
to its other rights and remedies hereunder or in law, be entitled to encash and
appropriate the relevant amounts from the Performance Security as Damages for
such Contractor’s Default.
(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 shall be entitled to terminate the Agreement in accordance with Article
23. Upon replenishment or furnishing of a fresh Performance Security, as the case
may be, as aforesaid, the Contractor shall be entitled to an additional Cure Period
of 30 (thirty) days for remedying the Contractor’s Default, and in the event of the
45
 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 shall return the Performance Security to the Contractor within 60
(sixty) days of the expiry of the Maintenance Period or the Defects Liability Period,
whichever is later, under this Agreement. 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 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) The Authority shall be liable to pay interest @ 9% (nine per cent) per annum for
any delay in the return of Performance Security and Additional Performance
Security, if any, beyond the period prescribed above for the period of delay.

7.5 Retention Money

(i) From every payment for Works due to the Contractor in accordance with the
provisions of Clause 19.5, the Authority 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 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.

(iii) Within 15 (fifteen) days of the date of issue of the Completion Certificate, the
Authority shall refund the balance of Retention Money remaining with the
Authority 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 if they are Performance

46
Security and shall be reckoned as such for the purposes of Termination Payment
under Clause 23.6.

47
 Article 8

Right of Way

8.1 The Site

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

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

8.2 Procurement of the Site

(i) The Authority Representative, the Contractor and Authority’s Engineer shall,
within 10 (ten) days of 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 those parts of the Site to which vacant
access and Right of Way has not been given to the Contractor along with details of
hindrances in the Construction Zone. For sake of clarity the Handover
Memorandum shall clearly specify the parts of Site where work 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 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
48
 memorandum containing an inventory of the vacant and unencumbered land,
buildings, structures, road works, trees and any other immovable property on or
attached to the Site so handed over. The signing of the memorandum, in three (3)
counterparts (each of which shall constitute an original), by the authorised
representatives of the Parties shall be deemed to constitute a valid evidence of
giving the relevant Right of Way to the Contractor.

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
date of inspection. The parties agree that such notification of the Authority’s
Engineer as mentioned hereinabove shall be final and binding on the parties.

(iii) The Authority 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
Force Majeure or breach of this Agreement by the Contractor, it shall pay to the
Contractor, Damages in a sum calculated in accordance with Clause 8.3. The
Contractor agrees that it shall not be entitled to claim any other damages on
account of any such delay by the Authority.

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

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

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

(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
49
 (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) In the event the Right of Way to any part of the Site is not provided by the
Authority on or before the date(s) specified in Clause 8.2 for any reason other than
Force Majeure or breach of this Agreement by the Contractor, the Authority shall
pay Damages to the Contractor a sum calculated in accordance with the following
formula for and in respect of those parts of the Site to which the Right of Way has
not been provided:

Where,

C = the Contract Price;

L = length of the Project Highway in metres; and

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

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

(a) if any delays involve time overlaps, the overlaps shall not be additive; and
(b) such Time Extension shall be restricted only to the Works which are
affected by the delay in providing the Right of Way.

For the avoidance of doubt, the Parties expressly agree that the Damages specified
hereunder and the Time Extension specified in Clause 10.5 shall be restricted only
to failure of the Authority to provide the Right of Way for and in respect of the
“Construction Zone” which shall comprise the following components:

• Main in carriageway
• Median (for 4 lane carriageway or more)
• Paved and earthen shoulders
• Area for Structures including ROBs/RUBs.
50
 • Safety measures including Roadside Drains and Furniture.
• A parallel working space for accommodating slopes/retaining structures
etc.

(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 case may be, shall be completed before the Scheduled Completion Date and
shall not qualify for any Time Extension under the provisions of Clause 8.3 (iii).

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

(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
parcelsfor 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 Highway, and the Contractor agrees
to take up the work, the same may be allowed to be executed by him with
corresponding Extension of Time, subject to the condition that the Contractor shall
not be entitled to raise any claims on account of prolongation costs in this behalf.

(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 90 (ninety) per cent of the value of the
Works withdrawn and the Contractor shall not be entitled to any other
compensation or Damages for the withdrawal of Works.

Provided that if any Works are withdrawn after commencement of the

Construction of such works, the Authority shall pay to the Contractor 110% (one

51
 hundred and ten per cent) of the fair value of the work done, as assessed by the
Authority’ Engineer.

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

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

8.5 Protection of Site from encroachments

On and after signing the memorandum and/or subsequent memorandum referred

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

8.6 Special/ temporary Right of Way

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

52
 the purposes of the Project Highway 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
forthwith of the discovery thereof and comply with such instructions as the
concerned Government Instrumentality may reasonably give for the removal of
such property. For the avoidance of doubt, it is agreed that any reasonable
expenses incurred by the Contractor hereunder shall be reimbursed by the
Authority. It is also agreed that the Authority shall procure that the instructions
hereunder are issued by the concerned Government Instrumentality within a
reasonable period.

53
 Article 9

Utilities and Trees

9.1 Existing utilities and roads

Notwithstanding anything to the contrary contained herein, it shall be the

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

9.2 Shifting of obstructing utilities

The Contractor shall, in accordance with Applicable Laws and with assistance of
the Authority, 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 Highway in accordance with this Agreement. The cost
of such shifting, as per estimates prepared by the entity owning the utility and
approved by the Authority, shall be reimbursed by the Authority to the Contractor.
The scope of work of such shifting of Utilities shall be as indicated in Schedule-B-1.
In the event of any delay of such shifting on the part of the contractor, no extension
of time for completion of the project and no claims, in any manner, shall be
admissible on this account against the Authority.

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

54
(ii) The Authority may, by notice, require the Contractor to connect any adjoining road
to the Project Highway, and the connecting portion thereof falling within the Site
shall be constructed by the Contractor at the Authority’s cost in accordance with
Article 10.

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

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

9.5 Dismantling of structures

The Contractor shall at its own cost dismantle the structures in the acquired lands
including those on patta lands, abadi lands, assigned lands, etc. the compensation
for which, was paid by the Authority to the land owners and the lands were
55
 handed over to the Contractor as per Schedule B-I. The Contractor shall, at its own
cost, dispose of the dismantled material in its sole discretion as deemed
appropriate, while complying with all environmental guidelines and regulations
and clear the Site for undertaking construction. In the event of any delay in
dismantling of structures thereof for reasons beyond the control of the Contractor,
the Contractor shall be entitled to Damages in a sum calculated in accordance with
the formula specified in Clause 8.3 (i) for the period of delay, and to the Time
Extension in accordance with Clause 10.5 for and in respect of the part(s) of the
Works affected by such delay; provided that if the delays involve any time
overlaps, the overlaps shall not be additive.

9.6 Development Period

The Contractor may commence pre-construction activities like utility shifting,

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

56
 Article 10

Design and Construction of the Project Highway

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 authorised to deal with the Authority 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 Highway under and in accordance with the Applicable Laws and
Applicable Permits.

(ii) The Authority shall, appoint an engineer (the “Authority’s Engineer”) before the
Appointed Date to discharge the functions and duties specified in this Agreement,
and shall notify to the Contractor the name, address and the date of appointment
of the Authority’s Engineer forthwith.

(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
Engineer, giving the following details:

(a) Part I : Contractor’s organisation for the Project, the general methods and
arrangements for design and construction, environmental management
plan, Quality Assurance Plan including design quality plan, traffic
management and safety plan covering safety of users and workers during
construction (including use of ‘ROBOTS’ for diversion and control of
traffic), Contractor’s key personnel and equipment.

57
 (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;
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 Highway in accordance
with the Applicable Laws and Good Industry Practice. The Safety Consultant shall
be appointed after proposing to the Authority a panel of three (3) names of
qualified and experienced firms from which the Authority may choose one (1) to
be the Safety Consultant. Provided, however, that if the panel is not acceptable to
the Authority and the reasons for the same are furnished to the Contractor, the
Contractor shall propose to the Authority a revised panel of three (3) names from
the firms empanelled as safety consultants by the [Ministry of Road Transport and
Highways] for obtaining the consent of the Authority. The Contractor shall also
obtain the consent of the Authority for the key personnel of the Safety Consultant
who shall have adequate experience and qualifications in safety audit of the
highway projects. The Authority shall, within 15 (fifteen) days of receiving a
proposal from the Contractor hereunder, convey its decision, with reasons, to the
58
 Contractor, and if no such decision is conveyed within the said period, the
Contractor may proceed with engaging of the Safety Consultant.

(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 Highway and the Contractor shall forward to the Authority’s
Engineer a certificate to this effect together with the recommendations of the
Safety Consultant. In the event that any works required by the Safety Consultant
shall fall beyond the scope of Schedule-B, Schedule-C or Schedule-D, the
Contractor shall make a report thereon and seek the instructions of the Authority
for Change in Scope. For the avoidance of doubt, the Safety Consultant to be
engaged by the Contractor shall be independent of the design and implementation
team of the Contractor.

10.2 Design and Drawings

(i) Design and Drawings shall be developed in conformity with the Specifications and
Standards set forth in Schedule-D. In the event, the Contractor requires any
relaxation in design standards due to restricted Right of Way in any section, the
alternative design criteria for such section shall be provided for review and
approval of the Authority’s Engineer.

(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
empanelled as proof consultants by the [Ministry of Road Transport and
Highways] for obtaining the consent of the Authority. The Contractor shall also
obtain the consent of the Authority for two (2) key personnel of the Proof
Consultant who shall have adequate experience and qualifications in highways and
bridges respectively. The Authority shall, within 15 (fifteen) days of receiving a
proposal from the Contractor 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.

(iii) The Proof Consultant shall:

(a) evolve a systems approach with the Design Director so as to minimise the
time required for final designs and construction drawings; and
59
 (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 Highway 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’s Engineer for its approval. Provided,
however, that in respect of Major Bridges and Structures, the Authority’s
Engineer may require additional drawings for approval in accordance with
Good Industry Practice.
(b) by submitting the Drawings for review and approval to the Authority’s
Engineer, the Contractor shall be deemed to have represented that it has
determined and verified that the design and engineering, including field
construction criteria related thereto, are in conformity with the Scope of
the Project, the Specifications and Standards and the Applicable Laws;
(c) within 15 (fifteen) days of the receipt of the Drawings, the Authority’s
Engineer shall review the same and convey its approval/observations to
the Contractor with particular reference to their conformity or otherwise
with the Scope of the Project and the Specifications and Standards.
Provided, however that in case of a major bridge or structure, the aforesaid
period of 15 (fifteen) days may be extended up to 30 (thirty) days;
(d) if the aforesaid observations of the Authority’s Engineer indicate that the
Drawings are not in conformity with the Scope of the Project or the
Specifications and Standards, such Drawings shall be revised by the
Contractor in conformity with the provisions of this Agreement and
resubmitted to the Authority’s Engineer for review and approval. The
Authority’s Engineer shall give its observations, if any, within 10 (ten) days
of receipt of the revised Drawings. In the event the Contractor fails to
revise and resubmit such Drawings to the Authority’s Engineer for
review/approval as aforesaid, the Authority’s Engineer may withhold the
payment for the affected works in accordance with the provisions of Clause
19.5 (iv). If the Contractor disputes any decision, direction or
determination of the Authority’s Engineer hereunder, the Dispute shall be
resolved in accordance with the Dispute Resolution Procedure;
(e) no review/approval and/or observation of the Authority’s Engineer
and/or its failure to review/approval and/or convey its observations on
any Drawings shall relieve the Contractor of its obligations and liabilities
under this Agreement in any manner nor shall the Authority’s Engineer or
60
 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’s Engineer within 90 days (ninety) from the
Appointed Date.

(v) Any cost or delay in construction arising from review/approval by the Authority’s
Engineer 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’s Engineer thereon as communicated pursuant to the provisions
of sub-Clause (c) & (d) of Clause 10.2 (iv). Such Drawings shall not be amended or
altered without prior written notice to the Authority’s Engineer. If a Party
becomes aware of an error or defect of a technical nature in the design or
Drawings, that Party shall promptly give notice to the other Party of such error or
defect.

(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 2 (two) hard copies and in micro film form or in such other medium
as may be acceptable to the Authority, reflecting the Project Highway as actually
designed, engineered and constructed, including an as-built survey illustrating the
layout of the Project Highway and setback lines, if any, of the buildings and
structures forming part of Project Facilities.

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10.3 Construction of the Project Highway

(i) The Contractor shall construct the Project Highway as specified in Schedule- B and
Schedule-C, and in conformity with the Specifications and Standards set forth in
Schedule-D. The Contractor shall be responsible for the correct positioning of all
parts of the Works, and shall rectify any error in the positions, levels, dimensions
or alignment of the Works. The [650th (six hundred and fiftieth) 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 Highway in accordance with the Project
Completion Schedule set forth in Schedule-J. In the event that the Contractor fails
to achieve any Project Milestone or the Scheduled Completion Date within a period
of 30 (thirty) days from the date set forth in Schedule-J, unless such failure has
occurred due to Force Majeure or for reasons solely attributable to the Authority,
it shall pay Damages to the Authority of a sum calculated at the rate of 0.05% (zero
point zero five percent) of the Contract Price for delay of each day reckoned from
the date specified in Schedule –J and until such Project Milestone is achieved or the
Project Highway is completed; provided that if the period for any or all Project
Milestones or the Scheduled Completion Date is extended in accordance with the
provisions of this Agreement, the dates set forth in Schedule-J shall be deemed to
be modified accordingly and the provisions of this Agreement shall apply as if
Schedule-J has been amended as above; provided further that in the event the
Project Highway is completed within or before the Scheduled Completion Date
including any Time Extension, applicable for that work or section, the Damages
paid under this Clause 10.3 (ii) shall be refunded by the Authority to the
Contractor, but without any interest thereon.

The Parties agree that for determining achievement or delays in completion of the
Project Milestones or the Project on the due date, the works affected due to delay
in providing the site for which time extension has been granted beyond the
Scheduled Completion Date will be excluded. For example on the due date to
achieve the Project Milestone-I (i.e., Stage Payments of 10% (ten percent) of
Contract Price on 180th(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
62
 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 shall notify the Contractor of its decision to impose Damages in
pursuance with the provisions of this Clause 10.3. Provided that no deduction on
account of Damages shall be effected by the Authority without notifying the
Contractor of its decision to impose the Damages, and taking into consideration
the representation, if any, made by the Contractor within 20 (twenty) days of such
notice. The Parties expressly agree that the total amount of Damages under Clause
10.3 (ii) shall not exceed 10% (ten percent) of the Contract Price. If the damages
exceed 10% (ten percent) of the Contract Price, the Contractor shall be deemed to
be in default of this agreement having no cure and the Authority shall be entitled
to terminate this Agreement by issuing a Termination Notice in accordance with
the provisions of Clause 23.1 (ii).

(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, the contractor shall be deemed to be ineligible
for bidding any future projects of the Authority, both as the sole party or as one of
the parties of Joint Venture/ Consortium during the period from Scheduled
Completion Date to issuance of Completion Certificate. This restriction is
applicable if the contract value of the delayed project is not less than Rs. 300
Crore.

10.4 Maintenance during Construction Period

(i) During the Construction Period, the Contractor shall maintain, at its cost, the
existing lane(s) of the Project Highway so that the traffic worthiness and safety
thereof are at no time materially inferior as compared to their condition on
Appointed Date, and shall undertake the necessary repair and maintenance works
for this purpose; provided that the Contractor may, at its cost, interrupt and divert
the flow of traffic if such interruption and diversion is necessary for the efficient
progress of Works and conforms to Good Industry Practice; provided further that
such interruption and diversion shall be undertaken by the Contractor only with
the prior written approval of the Authority’s Engineer which approval shall not be
unreasonably withheld. For the avoidance of doubt, it is agreed that the Contractor
shall at all times be responsible for ensuring safe operation of the Project Highway.
It is further agreed that in the event the Project includes construction of a bypass
or tunnel and realignment of the existing carriageway, the Contractor shall
maintain the existing highway in such sections until the new Works are open to
traffic.
63
(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 shall get these maintenance works completed in the
manner recommended by the Authority’s Engineer to avoid public inconvenience
at the risk and cost of the Contractor in order to keep the road in traffic worthy
condition.

10.5 Extension of time for completion

(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, 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 hereunder.

64
(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 for any such claims in future. For the avoidance of doubt, in the event of
failure of the Contractor to issue notice as specified in this clause 10.5 (iii), the
Authority shall be discharged from all liability in connection with the claim.

(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, but
shall 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 endeavour to complete the balance work
expeditiously and shall pay Damages to the Authority in accordance with the

65
 provisions of Clause 10.3 (ii) for delay of each day until the Works are completed
in accordance with the provisions of this Agreement. Recovery of Damages under
this Clause shall be without prejudice to the rights of the Authority under this
Agreement including the right to termination under Clause 23.1.

10.7 Maintenance Manual

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

10.8 As-Built Records

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

10.9 Contractor's Use of Authority’s Documents

Intellectual property in the Authority’s requirements and Specifications and

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

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 Article 11

Quality Assurance, Monitoring and Supervision

11.1 Quality of Materials and workmanship

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

11.2 Quality control system

(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) organisation, 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, relevant IRC
specifications and Good Industry Practice; and (c)internal quality audit
system.

The Authority’s Engineer shall convey its approval to the Contractor within a
period of 21 (twenty-one) days of receipt of the QAP stating the modifications, if
any, required, and the Contractor shall incorporate those in the QAP to the extent
required for conforming with the provisions of this Clause 11.2.

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

(iv) The cost of testing of Construction, Materials and workmanship under this Article
11 shall be borne by the Contractor.

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11.3 Methodology

The Contractor shall, at least 15 (fifteen) days prior to the commencement of the
construction, submit to the Authority’s Engineer for review and consent the
methodology proposed to be adopted for executing the Works, giving details of
equipment to be deployed, traffic management and measures for ensuring safety.
The Authority’s Engineer shall complete the review and convey its consent to the
Contractor within a period of 10 (ten) days from the date of receipt of the
proposed methodology from the Contractor.

11.4 Inspection and technical audit by the Authority

The Authority or any representative authorised by the Authority in this behalf may
inspect and review the progress and quality of the construction of Project Highway
and issue appropriate directions to the Authority’s Engineer and the Contractor
for taking remedial action in the event the Works are not in accordance with the
provisions of this Agreement.

11.5 External technical audit

(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.

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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;

(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 jeopardise 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 for enabling the
Authority to comply with its obligations under the other Project contracts.
(n) details of defects by the Authority;

69
 (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 labour 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 Highway.

11.8 Inspection

(i) The Authority’s Engineer and its authorised 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

(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 authorised 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

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 (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 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.

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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 to incur
any additional costs, such cost shall be recoverable by the Authority from the
Contractor; and may be deducted by the Authority from any monies due to be paid
to the Contractor.

11.13 Remedial work

(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
Highway, whether because of an accident, unforeseeable event or
otherwise; provided that in case of any work required on account of a
Force Majeure Event, the provisions of Clause 21.6 shall apply.

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

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11.14 Delays during construction

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

11.15 Quality control records and Documents

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

11.16 Video recording

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

11.17 Suspension of unsafe Construction Works

(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 the
Works 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

73
 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.

(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 Labour

(i) Engagement of Staff and Labour

(a) The Contractor shall make its own arrangements for the engagement of all
personnel and labour, local or otherwise, and for their payment, housing,
feeding and transport.
(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 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
shall be solely responsible for all negotiations with its employees and
personnel relating to their salaries and benefits, and shall be responsible
for assessments and monitoring of performance and for all disciplinary
matters. All employees / personnel, executives engaged by the Contractor
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 shall be in sole employment of the Contractor and the Contractor shall be
solely responsible for their salaries, wages, statutory payments, etc and
under no circumstances the personnel shall be deemed to be the
employees of the Authority. Under no circumstances the Authority shall be
liable for any payment or claim or compensation of any nature to the
employees and personnel of the Contractor.
(ii) Returns of Labour

(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 labour employed by the Contractor from time to time for the
Works. The Contractor shall, in its returns certify that all dues of the
workers or labour have been fully paid.
(b) The Authority is entitled to witness labour payments made or to be made
by the Contractor. If the Contractor defaults in its obligations for making
any payments under the labour laws, the Employer may make the relevant
payments. Any sum equal to any amount paid by the Employer under this
Sub-Sub-Clause 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) Labour Laws

(a) The Contractor shall obtain all relevant labour registrations and comply
with all relevant labour 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 to
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 witness labour payments for the Contractors direct labour, or the
Subcontractors labour. The Contractor shall ensure that all its
Subcontractors strictly comply with all labour 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 labour laws.

(v) Facilities for Staff and Labour

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

(vi) Health And Safety

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

(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;

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

(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 Highway or a Section thereof, with
Specifications and Standards and if it is reasonably anticipated or determined by
the Authority’s Engineer during the course of any Test that the performance of the
Project Highway or Section or any part thereof, does not meet the Specifications
and Standards, it shall have the right to suspend or delay such Test and require the
Contractor to remedy and rectify the 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
Highway or Section thereof with the Specifications and Standards.

12.2 Completion Certificate

(i) Upon completion of all Works forming part of the Project Highway, and the
Authority’s Engineer determining the Tests to be successful and after the receipt of
notarized true copies of the certificate(s) of insurance, copies of insurance policies
and premium payment receipts in respect of the insurance defined in Article 20
and Schedule P of this Agreement, it shall, at the request of the Contractor
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 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 may remove or cause to be
removed, such equipment, materials, debris and temporary works and recover
from the Contractor an amount equal to 120% (one hundred and twenty per cent)
of the actual cost of removal incurred by the Authority.

(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 Highway shall vest in the Authority.

12.3 Rescheduling of Tests

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

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 Article 13

Change of Scope

13.1 Change of Scope

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

(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.

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(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”).

(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 Highway.
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

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 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.

(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,
the issue 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.

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(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.

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

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 Article 14

Maintenance

14.1 Maintenance obligations of the Contractor

(i) The Contractor shall maintain the Project Highway for a period of [5 (five) / 10
(ten)] 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 the Contract Price each for the subsequent years till laying of the
renewal layer or end of maintenance period, whichever is earlier. The
requirement for the renewal layer shall be worked out based on the survey
and investigation of the existing pavement and the cost of such renewal
works shall be made separately to the Contractor based on the principles
defined under clause 13.2(iii). After laying of the renewal layer, the
Contractor shall be paid @ 0.5% of the original Contract Price each for the
remaining years till the end of maintenance period.
(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. 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
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 works withdrawn under the provisions of Clause 8.3 (iii), but shall not include any
price adjustments in pursuance of Clause 19.10.

(ii) During the Maintenance Period, the Authority 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
Highway;
(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 unauthorised use of the Project Highway;
(e) informing the Authority of any encroachments on the Project Highway; and
(f) operation and maintenance of all communication, patrolling, and
administrative systems necessary for the efficient maintenance of the
Project Highway in accordance with the provisions of this Agreement.

(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 wilful default or neglect of the Authority or a Force
Majeure Event.

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

14.2 Maintenance Requirements

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

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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:

(a) The condition of the 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 without delay. Such procedures shall conform to the provisions of this
Agreement, Applicable Laws, Applicable Permits and Good Industry Practice.

(ii) The Contractor shall maintain and operate a round-the-clock vehicle rescue post
with 1 (one) mobile crane having the capacity to lift a truck with a Gross Vehicle
Weight of 30,000 (thirty thousand) kilograms; and such post shall be located at
[****]. The Contractor shall promptly remove any damaged vehicles and debris
from the Project Highway to enable safe movement of traffic and shall report all
accidents to the police forthwith.

14.5 Lane closure

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

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(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) metres, or part thereof, pay Damages to the
Authority calculated at the rate of 0.1% (zero point one per cent) of the monthly
maintenance payment for each day of delay until the lane has been re-opened for
traffic. In the event of any delay in re-opening such lanes or in the event of
emergency decommissioning and closure to traffic of the whole or any part of the
Project Highway due to failure of the Contractor, the Contractor shall pay damages
to the Authority at double the above rate, without prejudice the rights of the
Authority under this Agreement including Termination thereof.

14.6 Reduction of payment for non-performance of Maintenance obligations

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

(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 Highway
or any part thereof in conformity with the Maintenance Requirements, the
Maintenance Manual or the Maintenance Programme, as the case may be, and fails
to commence remedial works within 15 (fifteen) days of receipt of the
Maintenance Inspection Report under Clause 15.2 or a notice in this behalf from
the Authority or the Authority’s Engineer, as the case may be, the Authority shall,
without prejudice to its rights under this Agreement including Termination
thereof, be entitled to undertake such remedial measures at the cost of the
Contractor, and to recover its cost from the Contractor. In addition to recovery of
the aforesaid cost, a sum equal to 20% (twenty per cent) of such cost shall be paid
by the Contractor to the Authority as Damages.

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14.8 Restoration of loss or damage to Project Highway

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

14.9 Overriding powers of the Authority

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

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

(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 Highway or give such directions to the
Contractor as may be deemed necessary; provided that the exercise of such
overriding powers by the Authority shall be of no greater scope and of no longer
duration than is reasonably required in the circumstances which caused the
exercise of such overriding power by the Authority. For the avoidance of doubt, it
is agreed that the consequences of such action shall be dealt in accordance with
the provisions of Article 21. It is also agreed that the Contractor shall comply with
such instructions as the Authority may issue in pursuance of the provisions of this

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 Clause 14.9 (iii), and shall provide assistance and cooperation to the Authority, 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 Highway at any time, but at least
once every month, to ensure compliance with the Maintenance Requirements. It
shall make a report of such inspection (“Maintenance Inspection Report”)
stating in reasonable detail the Defects or deficiencies, if any, with particular
reference to the Maintenance Requirements, the Maintenance Manual, and the
Maintenance Programme, and send a copy thereof to the Authority and the
Contractor within 10 (ten) days of such inspection.

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

(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.

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(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.

15.3 Tests

For determining that the Project Highway conforms to the Maintenance

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

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

15.4 Reports of unusual occurrence

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

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

(b) damaged or dislodged fixed equipment;
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 (c) flooding of Project Highway; and

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

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

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 Article 17

Defects Liability

17.1 Defects Liability Period

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

(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 Highway or any Section thereof shall form a part
of the Maintenance obligations of the Contractor as specified in Article 14.

17.2 Remedying Defects

Save and except as provided in Clause 14.1 (iii), the Contractor shall repair or
rectify all Defects and deficiencies observed by the Authority or Authority’s
Engineer during the Defects Liability Period within a period of 15 (fifteen) days
from the date of notice issued by the Authority or Authority’s Engineer in this

94
 behalf, or within such reasonable period as may be determined by the Authority or
Authority’s Engineer at the request of the Contractor, in accordance with Good
Industry Practice.

17.3 Cost of remedying Defects

Any repair or rectification undertaken in accordance with the provisions of Clause

17.2, including any additional testing, shall be carried out by the Contractor at its
own risk and cost, to the extent that such rectification or repair is attributable to:

(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 Highway by the
Contractor; 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
Highway 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 and an amount equal to 20% (twenty percent) of the cost as
Damages shall be recoverable by the Authority from the Contractor and may be
deducted by the Authority from any monies due to the Contractor.

17.5 Extension of Defects Liability Period

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

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 Article 18

Authority’s Engineer

18.1 Appointment of the Authority’s Engineer

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

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

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

(iv) The staff of the Authority’s Engineer shall include suitably qualified engineers and
other professionals who are competent to assist the Authority’s Engineer to carry
out its duties.

18.2 Duties and authority of the Authority’s Engineer

(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

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 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
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.

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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, 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.

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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 for the intervening period are made simultaneously.

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

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 Part IV

Financial Covenants

100
101
 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.

(ii) The Contract Price includes all duties, taxes, royalty, cess, charges, and fees that
may be levied in accordance with the laws and regulations in force as on the Base
Date on the Contractor's equipment, Plant, Materials and supplies acquired for the
purpose of this Agreement and on the services performed under this Agreement.
Nothing in this Agreement shall relieve the Contractor from its responsibility to
pay any tax including any tax that may be levied in India on profits made by it in
respect of this Agreement.

(iii) 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.

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

(v) 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
Highway.

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

19.2 Advance Payment

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

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

(ii) In addition to above, the Authority shall make an additional interest-bearing

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

(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
reducing balance basis. The interest would be recovered along with the recovery
of mobilization Advance Payment as per provision laid down for the mobilization
advance recovery.

(iii) The Contractor may apply to the Authority for the first instalment of the Advance
Payment at any time after the Appointed Date, along with an irrevocable and
unconditional guarantee from a Bank for an amount equivalent to 110% (one
hundred and ten 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 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

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 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 to the Contractor within 15
(fifteen) days of the receipt of its respective requests in accordance with the
provisions of 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:

(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.
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(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 is restricted to the said Change of Scope or
withdrawal, as the case may be, and does not alter the payments due for and in
respect of items or stage payments which do not form part of such Change of
Scope or withdrawal.

19.4 Stage Payment Statement for Works

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

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

19.5 Stage Payment for Works

(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, pending issue of the Interim Payment Certificate by the
Authority’s Engineer. Within 10 (ten) days of the receipt of recommendation of the
Authority’s Engineer, the Authority shall make electronic payment directly to the
Contractor’s bank account.

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

19.6 Monthly Maintenance Statement of the Project Highway

(i) The Contractor shall submit to the Authority’s Engineer a monthly maintenance
statement (“Monthly Maintenance Statement”) in 3 (three) copies by the 7th
(seventh) day of each month in the format set forth in Schedule-O for the
Maintenance of the Project Highway during the previous month.

(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 Highway

(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).

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

(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 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

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

19.10 Price adjustment for the Works

(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 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;

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(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)
VRW = 0.85RW × [PL × (L1-L0)/L0 + PA × (A1-A0)/A0 + PF × (F1-F0)/F0 + PB ×
(B1-B0)/B0+ PM × (M1-M0)/M0+ PC × (C1-C0)/C0 + PS × (S1-S0)/S0]

(ii)
VBR = 0.85BR × [PL × (L1-L0)/L0 + PA × (A1-A0)/A0 + PF × (F1-F0)/F0 + PM
× (M1-M0)/M0 + PC × (C1-C0)/C0 + PS × (S1-S0)/S0]

Where,

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

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

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

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

BO = The official retail price of bitumen at the nearest refinery at [Panipat] on the
Base Date.

BI = The official retail price of bitumen at nearest refinery at [Panipat], 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 [Haryana]
on the Base Date.

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

LO = The consumer price index for industrial workers for the [circle **** in the
State of Uttar 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 month
to which the IPC relates.

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

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

(e) The following percentages shall govern the price adjustment of the Contract
Price:
Item
Road Works
Culverts, Major
Component Earthwork,
Cement minor Bridges and
Granular Bituminou
Concrete bridges and Structures
work, and s work
Pavement other
Other 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
lubricants [10%] [10%] [10%] [10%] [10%]
(PF)
Other
Materials [50%] [40%] [35%] [30%] [25%]
(PM)
Plant,
machinery
[15%] [15%] [15%] [15%] [15%]
and spares.
(PA)

Total 100% 100% 100% 100% 100%

19.11 Restrictions on price adjustment

Price adjustment shall be due and payable only in respect of the stages of Works
for which the Stage Payment Statement has been submitted by the Contractor no
later than 30 (thirty) days from the date of the applicable Project Milestone or the
Scheduled Completion Date, as the case may be, including any Time Extension
granted therefor 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.

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19.12 Price adjustment for Maintenance of Project Highway

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

Where

V= Increase or decrease in the quarterly lump sum payment

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

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

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

19.13 Final Payment Statement

(i) Within 60 (sixty) 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 against each claim; and
(c) any further sums which the Contractor considers due to it from the
Authority.
If the Authority’s Engineer disagrees with or cannot verify any part of the
Final Payment Statement, the Contractor shall submit such further
information as the Authority’s Engineer may reasonably require. The
Authority’s Engineer shall deliver to the Authority:
i. an IPC for those parts of the Final Payment Statement which are not in
dispute, along with a list of disputed items which shall then be settled
in accordance with the provisions of Article 26; or

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 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
represents full and final settlement of all monies due to the Contractor in respect
of this Agreement for all the Works arising out of this Agreement, except for any
monies due to either Party on account of any Defect. Provided that such discharge
shall become effective only after the payment due has been made in accordance
with the Final Payment Certificate issued pursuant to Clause 19.15.

19.15 Final Payment Certificate

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

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

19.16 Final payment statement for Maintenance

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

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 (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 shall make payment on the basis of the final payment authorised by the
Authority’s Engineer within a period of 30 (thirty) days of the receipt of the Final
Payment Statement from the Authority’s Engineer.

(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 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 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

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

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 Article 20

Insurance

20.1 Insurance for Works and Maintenance

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

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

(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 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;
(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, its agents, servants or other
contractors, not being employed by the Contractor.

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 Provided that, in the event of any injury or damage as a result of the
contributory negligence of the Contractor, the Authority shall be liable to
indemnify the Contractor from and against any and all losses, damages,
costs, charges, proceedings and/or claims to the extent as may be
proportionately determined to be the liability of the Authority, its servants
or agents or other contractors not associated with the Contractor in such
injury or damage.

(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, 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 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 nonrenewal has been delivered by the Contractor to
the Authority. The Contractor shall act in accordance with the directions of the
Authority. Provided that the Contractor shall produce to the Authority the
insurance policies in force and the receipts for payment of the current premia.

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

20.4 Remedy for failure to insure

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

20.5 Waiver of subrogation

All insurance policies in respect of the insurance obtained by the Contractor

pursuant to this Article 20 shall include a waiver of any and all rights of
subrogation or recovery of the insurers thereunder against, inter alia, the
Authority, 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 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 as separately insured.

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20.8 Accident or injury to workmen

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

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

20.9 Insurance against accident to workmen

The Contractor shall effect and maintain during the Agreement such insurances as
may be required to insure the Contractor’s personnel and any other persons
employed by it on the Project Highway from and against any 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
Subcontractor and its personnel. It is further provided that, in respect of any
persons employed by any Sub-contractor, the Contractor's obligations to insure as
aforesaid under this Clause 20.9 shall be discharged if the Sub-contractor shall
have insured against any liability in respect of such persons in such manner that
the Authority is indemnified under the policy. The Contractor shall require such
Sub-contractor to produce before the Authority, when required, such policy of
insurance and the receipt for payment of the current premium within 10 (ten)
days of such demand being made by the Authority.

20.10 Application of insurance proceeds

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

20.11 Compliance with policy conditions

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

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20.12 General Requirements of Insurance Policies

The Contractor must:

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

which it is required to effect under the Contract, together with receipts for
the premiums;
(b) effect all insurances for which the Contractor is responsible with an
insurer approved by the Authority;
(c) make no material changes to the terms of any insurance without the
Authority’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 has effected in relation to the Facility and notified to
the Contractor; and shall provide all assistance to the Authority in the
application for, and finalization of, such comprehensive insurance package;
(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 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 may
elect to pay the Contractor's share and adjust it against amounts payable to
the 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 fulfilment of this requirement; and
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(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 or
radioactive contamination or ionising radiation, fire or explosion (to the
extent of contamination or radiation or fire or explosion originating from a
source external to the Site);
(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 Highway for a continuous period of 24 (twenty-four) hours and
an aggregate period exceeding 10 (ten) days in an Accounting Year, and not
being an Indirect Political Event set forth in Clause 21.3;
(c) any failure or delay of a Sub-contractor but only to the extent caused by
another 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;
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 (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.

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 prevents
construction of the Project Highway by the Contractor for an aggregate
period exceeding 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,
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 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 by
another 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:

(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:

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 (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, and not exceeding the
Insurance Cover for such Indirect Political Event, shall be borne by the
Contractor, and to the extent Force Majeure costs exceed such Insurance
Cover, one half of such excess amount shall be reimbursed by the Authority
to the Contractor for the Force Majeure events; and
(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.

(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

(i) If a Force Majeure Event subsists for a period of 60 (sixty) days or more within a
continuous period of 120 (one hundred and twenty) days, either Party may in its
discretion terminate this Agreement by issuing a Termination Notice to the other
Party without being liable in any manner whatsoever, save as provided in this
Article 21, and upon issue of such Termination Notice, this Agreement shall,
notwithstanding anything to the contrary contained herein, stand terminated
forthwith; provided that before issuing such Termination Notice, the Party
intending to issue the Termination Notice shall inform the other Party of such
intention and grant 15 (fifteen) days’ time to make a representation, and may after
the expiry of such 15 (fifteen) days period, whether or not it is in receipt of such
representation, in its sole discretion issue the Termination Notice.

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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.

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:

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 (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 authorise 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 licences
and sub-licences respectively, the Authority or any other person authorised 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 Highway 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 the cause 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
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 the Suspension forthwith and restore all rights of the Contractor under this
Agreement.

22.4 Termination

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

Notice. The 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 Highway 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;
(i) the Contractor creates any Encumbrance in breach of this Agreement;
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 (j) an execution levied on any of the assets of the Contractor has caused a
Material Adverse Effect;

(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, 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.

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 (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
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
shall by a notice inform the Contractor of its intention to issue such Termination
Notice and 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.
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23.2 Termination for Authority Default

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

(a) the Authority commits a material default in complying with any of the
provisions of this Agreement and such default has a Material Adverse
Effect on the Contractor;

(b) the Authority has failed to make payment of any amount due and payable
to the Contractor within the period specified in this Agreement;
(c) the Authority has failed to provide, within a period of 180 (one hundred
and eighty) days from the Appointed Date, the environmental clearances
required for construction of the Project Highway;
(d) the Authority becomes bankrupt or insolvent, goes into liquidation, has a
receiving or administration order made against him, compounds with its
creditors, or carries on business under a receiver, trustee or manager for
the benefit of its creditors, or if any act is done or event occurs which
(under Applicable Laws) has a similar effect;
(e) the Authority repudiates this Agreement or otherwise takes any action that
amounts to or manifests an irrevocable intention not to be bound by this
Agreement;
(f) the Authority’s Engineer fails to issue the relevant Interim Payment
Certificate within 60 (sixty) days after receiving a statement and
supporting documents; or
(g) the whole work is suspended by Authority beyond 120 (one hundred
twenty) days for any reason which is not attributed to the Contractor.

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

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

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

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

23.3 Termination for Authority’s convenience

Notwithstanding anything stated hereinabove, the Authority may terminate this

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

23.4 Requirements after Termination

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

(a) deliver all relevant records, reports, Intellectual Property and other
licences 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.
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(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 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 predetermined 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) Upon Termination on account of an Authority Default under Clause 23.2 or for
Authority’s convenience under Clause 23.3, the Authority shall:

(a) return the Performance Security, Additional Performance Security and

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

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

(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
Highway shall, as between the Contractor and the Authority, vest in the
Authority 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 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 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.

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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 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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141
 Part VI

Other Provisions

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143
 Article 24

Assignment and Charges

24.1 Restrictions on assignment and charges

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

24.2 Hypothecation of Materials or Plant

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

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

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 Article 25

Liability and Indemnity

25.1 General indemnity

(i) The Contractor will indemnify, defend, save and hold harmless the Authority and
its officers, servants, agents, Government Instrumentalities and Government
owned and/or controlled entities/enterprises, (the “Authority Indemnified
Persons”) against any and all suits, proceedings, actions, demands and third party
claims for any loss, damage, cost and expense of 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

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 materials, information, design or process used by the Contractor or by the Sub-
contractors in performing the Contractor’s obligations or in any way incorporated
in or related to the Project. If in any such suit, action, claim or proceedings, a
temporary restraint order or preliminary injunction is granted, the Contractor
shall make every reasonable effort, by giving a satisfactory bond or otherwise, to
secure the revocation or suspension of the injunction or restraint order. If, in any
such suit, action, claim or proceedings, the Project Highway, or any part thereof or
comprised therein, is held to constitute an infringement and its use is permanently
enjoined, the Contractor shall promptly make every reasonable effort to secure for
the Authority a licence, at no cost to the Authority, authorising continued use of
the infringing work. If the Contractor is unable to secure such licence within a
reasonable time, the Contractor shall, at its own expense, and without impairing
the Specifications and Standards, either replace the affected work, or part, or
process thereof with non-infringing work or part or process or modify the same so
that it becomes non-infringing.

25.3 Notice and contest of claims

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

25.4 Defence of claims

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

(ii) If the Indemnifying Party has exercised its rights under Clause 25.3, the
Indemnified Party shall not 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).

(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 authorised 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 defence 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
defence 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 defences available to it which are different from or
additional to those available to the Indemnifying Party; or

ii. that such claim, action, suit or proceeding involves or could have a material
adverse effect upon it beyond the scope of this Agreement:

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

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25.5 Survival on Termination

The provisions of this Article 25 shall survive Termination.

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 Article 26

Dispute Resolution

26.1 Dispute Resolution

(i) Any dispute, difference or controversy of whatever nature howsoever arising

under or out of or in relation to this Agreement (including its interpretation)
between the Parties, and so notified in writing by either Party to the other Party
(the “Dispute”) shall, in the first instance, be attempted to be resolved amicably in
accordance with the conciliation procedure set forth in Clause 26.2.

(ii) The Parties agree to use their best efforts for resolving all Disputes arising under
or in respect of this Agreement promptly, equitably and in good faith, and further
agree to provide each other with reasonable access during normal business hours
to all non privileged records, information and data pertaining to any Dispute.

26.2 Conciliation

In the event of any Dispute between the Parties, either Party may call upon the
Authority’s Engineer, or such other person as the Parties may mutually agree upon
(the “Conciliator”) to mediate and assist the Parties in arriving at an amicable
settlement thereof. Failing mediation by the Conciliator or without the
intervention of the Conciliator, either Party may require such Dispute to be
referred to the DGBR (Director General Border Roads) of the Authority and the
Chairman of the Board of Directors of the Contractor for amicable settlement, and
upon such reference, the said persons shall meet no later than 7 (seven) business
days from the date of reference to discuss and attempt to amicably resolve the
Dispute. If such meeting does not take place within the 30 (thirty) business day
period or the Dispute is not amicably settled within 30 (thirty) days of the meeting
or the Dispute is not resolved as evidenced by the signing of written terms of
settlement within 30 (thirty) days of the notice in writing referred to in Clause
26.1.1 or such longer period as may be mutually agreed by the Parties, either Party
may refer the Dispute to arbitration in accordance with the provisions of Clause
26.3 but before resorting to such arbitration, the parties agree to explore
conciliation by the Conciliation Committees of Independent Experts set up by the
Authority in accordance with the procedure decided by the panel of such experts
and notified by the Authority on its website including its subsequent amendments.
In the event of the conciliation proceedings being successful, the parties to the
dispute would sign the written settlement agreement and the conciliators would
authenticate the same. Such settlement agreement would then be binding on the
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 parties in terms of Section 73 of the Arbitration Act. In case of failure of the
conciliation process even at the level of the Conciliation Committee, either party
may refer the Dispute to arbitration in accordance with the provisions of Clause
26.3.

26.3 Arbitration

(i) Any dispute which remains unresolved between the parties through the
mechanisms available/ prescribed in the Agreement, irrespective of any claim
value, which has not

been agreed upon/ reached settlement by the parties, will be referred to the
Arbitral Tribunal as per the Arbitration and Conciliation Act.

(ii) Deleted

(iii) The Arbitral Tribunal shall make a reasoned award (the “Award”). Any Award
made in any arbitration held pursuant to this Article 26 shall be final and binding
on the Parties as from the date it is made, and the Contractor and the Authority
agree and undertake to carry out such Award without delay.

(iv) The Contractor and the Authority agree that an Award may be enforced against
the Contractor and/or the Authority, as the case may be, and their respective
assets wherever situated.

(v) This Agreement and the rights and obligations of the Parties shall remain in full
force and effect, pending the Award in any arbitration proceedings hereunder.
Further, the parties unconditionally acknowledge and agree that notwithstanding
any dispute between them, each Party shall proceed with the performance of its
respective obligations, pending resolution of Dispute in accordance with this
Article.

(vi) In the event the Party against whom the Award has been granted challenges the
Award for any reason in a court of law, it shall make an interim payment to the
other Party for an amount equal to 75% (seventy five per cent) of the Award,
pending final settlement of the Dispute. The aforesaid amount shall be paid
forthwith upon furnishing an irrevocable Bank Guarantee for a sum equal to 120
% (one hundred and twenty per cent) of the aforesaid amount. Upon final
settlement of the Dispute, the aforesaid interim payment shall be adjusted and
any balance amount due to be paid or returned, as the case may be, shall be paid
or returned with interest calculated at the rate of 10% (ten per cent) per annum
from the date of interim payment to the date of final settlement of such balance.

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26.4 Adjudication by Regulatory Authority, Tribunal or Commission

In the event of constitution of a statutory regulatory authority, tribunal or

commission, as the case may be, with powers to adjudicate upon disputes between
the Contractor and the Authority, all Disputes arising after such constitution shall,
instead of reference to arbitration under Clause 26.3, be adjudicated upon by such
regulatory authority, tribunal or commission in accordance with the Applicable
Law and all references to Dispute Resolution Procedure shall be construed
accordingly. For the avoidance of doubt, the Parties hereto agree that the
adjudication hereunder shall not be final and binding until an appeal against such
adjudication has been decided by an appellate tribunal or court of competent
jurisdiction, as the case may be, or no such appeal has been preferred within the
time specified in the Applicable Law.

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 Article 27

Miscellaneous

27.1 Governing law and jurisdiction

This Agreement shall be construed and interpreted in accordance with and

governed by the laws of India, and the courts at [Delhi] shall have exclusive
jurisdiction over matters arising out of or relating to this Agreement.

27.2 Waiver of immunity

Each Party unconditionally and irrevocably:

(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 judgement or
award against it in any such proceedings to the giving of any relief or the
issue of any process in any jurisdiction in connection with such
proceedings (including the making, enforcement or execution against it or
in respect of any assets, property or revenues whatsoever irrespective of
their use or intended use of any order or judgement that may be made or
given in connection therewith).

27.3 Delayed payments

The Parties hereto agree that payments due from one Party to the other Party
under the provisions of this Agreement shall be made within the period set forth
therein, and if no such period is specified, within 30 (thirty) days of receiving a
demand along with the necessary particulars. In the event of delay beyond such
period, the defaulting Party shall pay interest for the period of delay calculated at a
152
 rate equal to Base Rate plus 2 (two) percent, calculated at quarterly rests, and
recovery thereof shall be without prejudice to the rights of the Parties under this
Agreement including Termination thereof.

27.4 Waiver

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

(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 Highway nor the failure to review, approve, comment, observe or
inspect hereunder shall relieve or absolve the Contractor from its
obligations, duties and liabilities under this Agreement, the Applicable
Laws and Applicable Permits; and
(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.

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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.

(ii) All obligations surviving Termination shall only survive for a period of 3 (three)
years following the date of such Termination.

27.8 Entire Agreement

This Agreement and the Schedules together constitute a complete and exclusive
statement of the terms of the agreement between the Parties on the subject hereof,
and no amendment or modification hereto shall be valid and effective unless such
modification or amendment is agreed to in writing by the Parties and duly
executed by persons especially empowered in this behalf by the respective Parties.
All prior written or oral understandings, offers or other communications of every
kind pertaining to this Agreement are abrogated and withdrawn. For the
avoidance of doubt, the Parties hereto agree that any obligations of the Contractor
arising from the Request for Qualification or Request for Proposals, as the case
may be, shall be deemed to form part of this Agreement and treated as such.

27.9 Severability

If for any reason whatever, any provision of this Agreement is or becomes invalid,
illegal or unenforceable or is declared by any court of competent jurisdiction or
any other instrumentality to be invalid, illegal or unenforceable, the validity,
legality or enforceability of the remaining provisions shall not be affected in any
manner, and the Parties will negotiate in good faith with a view to agreeing to one
154
 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.

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; provided that notices or
other communications to be given to an address outside [Delhi] 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;
[***]
155
 (b) in the case of the Authority, be given by facsimile or e-mail and by letter
delivered by hand and be addressed to the DGBR (Director General Border
Roads) of the Authority with a copy delivered to the 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 [Delhi] 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.

27.17 Copyright and Intellectual Property rights

(i) As between the Parties, the Contractor shall retain the copyright and other
Intellectual Property rights in the Contractor's documents and other design
documents made by (or 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 licence to copy, use and communicate the
Contractor's documents, including making and using modifications of them. This
licence shall:
156
 (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, the Contractor shall supply to the Authority 2 (two) copies of
the each of the Contractor’s documents.

157
(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 other
Intellectual Property rights in the Contractor’s Documents and other design
documents made by (or on behalf of) the Contractor.

(ii) The Contractor hereby gives to the Authority a non-terminable transferable

nonexclusive royalty-free license to copy, use and communicate the Contractor’s
Documents, including making and using modifications of them. This license shall:

(a) apply through out 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
Siteand 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

158
 to a third party by the Contractor, except as necessary for the purposes of the
Agreement.

27.22 Access to the Site by Others

The Contractor shall, at all times, afford access to the Site to the authorized
representatives of the Authority, the Authority’s Engineer and anyone else
authorized by the Authority to access the site and to the persons duly authorized
by any Governmental Agency having jurisdiction over the Project, including those
concerned with safety, security or environmental protection to inspect the Project
Highway 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 Highway
consistent with the purpose for which such persons have gained such access to the
Site.

27.23 Term

This Agreement shall come into force and effect from the date first hereinabove
written and shall remain in force and 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
159
 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.

160
161
 Schedules

162
163
 Schedule-A

(See Clauses 2.1 and 8.1)

Site of the Project

1. The Site

(i) Site of the NHSL specification road from CHEEMA to LEECHI NALLAH with paved
shoulder and connecting roads to GURDALIGALI Post and SARSON Post (Package-
2)shall include the land, buildings, structures and road works as described in
Annex-I of this Schedule-A.

(ii) The dates of handing over the Right of Way to the Contractor are specified in
Annex-II of this Schedule-A.

(iii) An inventory of the Site including the land, buildings, structures, road works, trees
and any other immovable property on, or attached to, the Site shall be prepared
jointly by the Authority Representative and the Contractor, and such inventory
shall form part of the memorandum referred to in Clause 8.2 (i) of this Agreement.

(iv) The alignment plans of the Project Highway are specified in Annex-III. The
proposed profile of the Project Highways shall be followed by the contractor with
FRL as indicated in the alignment plan. The Contractor may, 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.

164
 AnnexI

(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 road isfrom CHEEMA to LEECHI NALLAH (Km 16.950 to Km
56.200) to NHSL with paved shoulder specifications and connecting road to
GURDALIGALI Post (Length 3.170 Km) and SARSON Post (Length 1.310 Km) to
NHSL specifications. The land, carriageway and structures comprising the Site are
described below.

2. Land

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

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

1. 16+950 56+200 24m

Connecting road to
2. 0+000 3+170 24m
Gurdaligali Post
Connecting road to
3. 0+000 1+310 24m
Sarson Post

3. Carriageway

There is no present carriageway.

165
4. Major Bridges

The Site includes the following Major Bridges:

S. Chainage Type of Structure No. of Spans Width
No. (km) with span (m)
length (m)
Sub-
Foundation Superstructure
structure

NIL

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
length (m)
Foundation Superstructure

NIL

6. Grade separators

The Site includes the following grade separators:

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

Foundation Superstructure

NIL

7. Minor bridges

The Site includes the following minor bridges:

166
 S. Chainage No. of Spans Width
Type of Structure
No. (km) with span (m)
length (m)
Foundation
Sub-
Superstructure
structure

NIL

8. Railway level crossings

The Site includes the following railway level crossings:

S. No. Location (km) Remarks

NIL

9. Underpasses (vehicular, non vehicular)

The Site includes the following underpasses:

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

NIL

10. Culverts

The Site has the following culverts:

S. No. Type of Culvert
Chainage Span /Opening with span Width
(km) length (m) (m)

NIL

11. Bus bays

The details of bus bays on the Site are as follows:

167
 S. No. Chainage (km) Length (m) Left Hand Side
Right Hand
Side

NIL

12. Truck Lay byes

The details of truck lay byes are as follows:

S. No. Chainage (km) Length (m) Left Hand Side

Right Hand Side

NIL

13. Road side drains

The details of the roadside drains are as follows:

S. No.
Location Type

From km to km Masonry/cc (Pucca) Earthen (Kutcha)

NIL

14. Major junctions

The details of major junctions are as follows:

S. No. At Separated
Location Category of Cross Road
grade

From km to km NH SH MDR Others

NIL
(NH: National Highway, SH: State Highway, MDR: Major District Road)
168
15. Minor junctions

The details of the minor junctions are as follows:

S. No.
Location Type

From km To km T -junction Cross road

NIL

16. Bypasses

The details of the existing road sections proposed to be bypassed are as follows:
S. No.
Name of bypass Chainage (km) From km Length (in
(town) to km Km)

NIL

17. Other structures

NIL

169
 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
providing
Sl. No From km to km Length (km) Width (m)
Right of
Way*
(1) (2) (3) (4) (5)
(i) Full Right of a) 16+950 to a) 39.250 a) 24 --
Way (full width) 56+200 b) 3.170 b) 24
b) 0+000 to
3+170
(connecting
road to c) 1.310 c) 24
Gurdaligali
post)
c) 0+000 to
1+310
(connecting
road to Sarson
post)
(ii) Part Right of --
Way (part width)

(iii) Balance Right --

of Way (width)

*The dates specified herein shall in no case be beyond 150 (one hundred and fifty) days
after the Appointed Date.

170
 Annex III

(Schedule-A)

Alignment Plans

There is no existing alignment and the Project Highway shall be followed as per the
alignment plan indicated below:

(i) The alignment of the Project Highway is enclosed in alignment plan. The proposed
profile of the Project Highways shall be followed by the contractor with FRL as
indicated in the alignment plan. The Contractor may, however, improve/upgrade
the Road Profile as indicated in Annex-III based on site/design requirement.

(ii) The contractor shall prepare Traffic Signage plan based on site/design
requirement as per the relevant specifications/IRC Codes/Manual.

171
 Annex IV

(Schedule-A)

Environment Clearances

As per Ministry of Defence circular dated: 24th Sep. 2024, the road falls under “Project of
National importance and concerning National security” and hence no Environment
Clearance is required.

The project road falls under Gulmarg Wildlife Sanctuary and hence, approval from Wildlife
department needs to be taken. The project also requires Forest Clearance from the
concerned department.

Status of clearances as on 15th Feb. 2025 is as follows:

Description Ref. No. Status

FP/JK/DEF/505670/2024 Pending at DFO for Scrutiny

Forest Clearance
Dt: 13/11/24 & Recommendation

WL/JK/DEF/501640/2024
Wildlife Clearance Pending for SIR submission
Dt: 18/10/24

172
173
174
 Schedule-B

(See Clauses 2.1)

Development of the Project Highway

2. Development of the Project Highway

Development of the Project Highway shall include design and construction of the
Project Highway as described in this Schedule-B and in Schedule-C.

3. Rehabilitation and Augmentation

NIL

4. Specifications and Standards

The Project Highway shall be designed and constructed in conformity with the
Specifications and Standards specified in Annex-I of Schedule-D.

175
 Annex I

(Schedule-B)

Description of Single Laning

The project road involves construction of road from Cheema to Leechi Nallah (Km 16.950
to Km 56.200) to NHSL with paved shoulder specifications and connecting road to
Gurdaligali Post (Length 3.170 Km) and Sarson Post (Length 1.310 Km) to NHSL
specifications under 99 RCC / 760 BRTF, project BEACON in J&K (UT) (Package-2).The
alignment passes through Baramulla District of Jammu and Kashmir. The project road is
passing through steep & mountainous terrain and there is no population in the project
stretch.

1. Widening of the Existing Highway

(i) The Project Highway shall follow the alignment plan as specified in Annex-III of
Schedule-A. The Contractor may, however, improve/upgrade the Road Profile as
indicated in Annex-III of Schedule-A based on site/design requirements to the
extent land is available within the Specifications and Standards specified in
Schedule-D Annex-I.

(ii) Width of Carriageway

(a) Single-Laning with paved shoulders shall be undertaken. The paved

carriageway shall be 3.75m wide with the width of paved shoulder of 1m
in accordance with the typical cross sections drawings in the Manual.
Provided that in the built-up areas, the width of the carriageway shall be
as specified in the following table:
Sl. Built-up stretch Location (km to Width (m) Typical cross
No. (Township) km) section (Ref. to

Manual)

NIL

(b) Except as otherwise provided in this Agreement, the width of the paved
carriageway and cross-sectional features shall conform to paragraph 1(ii)
above.

176
2. Geometric Design and General Features

(i) General

Geometric design and general features of the Project Highway shall be in

accordance with IRC:SP:48 & IRC:52

(ii) Design speed

The minimum design speed shall be 30 Km per hr. At hair-pin bends, design
speed of 20 Km per hr shall be followed.

(iii) Improvement of the existing road geometrics

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: 5

Sl. No. Stretch (from km to km) Type of deficiency Remarks

NIL

(iv) Right of Way

Details of the Right of Way are given in Annex II of Schedule-A.

(v) Type of shoulders

(a) In built-up sections, footpaths/fully paved shoulders shall be provided in

the following stretches:
Sl. Stretch Filly paved Reference to cross
No. (from km to shoulders/ section
km) footpaths

NIL

(b) In open country, paved shoulders of 1 m width shall be provided and

balance 0.8m width shall be covered with 150 mm thick compacted layer
of granular material.

177
 (c) Design and specifications of paved shoulders and granular material shall
conform to the requirements specified in the relevant Manual.

(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)

NIL

(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)

NIL

(viii) Service roads

Service roads shall be constructed at the locations and for the lengths indicated
below:
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

NIL

(ix) Grade separated structures

178
 (a) Grade separated structures shall be provided as per provision of the
relevant Manual. The requisite particulars are given below:

Sl. Location of Length Number and Approach Remarks, if

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

NIL

(b) In the case of grade separated structures, the type of structure and the
level of the Project Highway and the cross roads shall be as follows:

Cross road at
Type of
Remarks,
Sl. No. Location structure
Existing Raised Lowered if any
Length (m)
Level Level Level

NIL

(x) Cattle and pedestrian underpass /overpass

Cattle and pedestrian underpass/ overpass shall be constructed as follows:

Sl. No. Location Type of crossing

NIL

(xi) Typical cross-sections of the Project Highway

S.No. FROM TO LENGTH TCS TYPE DESCRIPTION

TYPICAL CROSS SECTION OF SINGLE

1 16+950 16+970 20 TCS-2 LANE CARRIAGEWAY
(Mountainous Terrain, RHS- Hill and LHS
- Valley)

179
 TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
2 16+970 17+060 90 TCS-3 Terrain, LHS- Valley with RE Wall and
RHS - Hill)

TYPICAL CROSS SECTION OF SINGLE

3 17+060 17+210 150 TCS-2 LANE CARRIAGEWAY
(Mountainous Terrain, RHS- Hill and LHS
- Valley)
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
4 17+210 17+330 120 TCS-3 Terrain, LHS- Valley with RE Wall and
RHS - Hill)

TYPICAL CROSS SECTION OF SINGLE

5 17+330 17+400 70 TCS-2 LANE CARRIAGEWAY
(Mountainous Terrain, RHS- Hill and LHS
- Valley)
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
6 17+400 17+690 290 TCS-3 Terrain, LHS- Valley with RE Wall and
RHS - Hill)

TYPICAL CROSS SECTION OF SINGLE

7 17+690 17+750 60 TCS-2 LANE CARRIAGEWAY
(Mountainous Terrain, RHS- Hill and LHS
- Valley)
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
8 17+750 17+870 120 TCS-3 Terrain, LHS- Valley with RE Wall and
RHS - Hill)

TYPICAL CROSS SECTION OF SINGLE

9 17+870 17+960 90 TCS-2 LANE CARRIAGEWAY
(Mountainous Terrain, RHS- Hill and LHS
- Valley)
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
10 17+960 18+310 350 TCS-3 Terrain, LHS- Valley with RE Wall and
RHS - Hill)

TYPICAL CROSS SECTION OF SINGLE

11 18+310 18+390 80 TCS-2 LANE CARRIAGEWAY
(Mountainous Terrain, RHS- Hill and LHS
- Valley)
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
12 18+390 18+540 150 TCS-3 Terrain, LHS- Valley with RE Wall and
RHS - Hill)

180
 TYPICAL CROSS SECTION OF SINGLE
13 18+540 18+760 220 TCS-2 LANE CARRIAGEWAY
(Mountainous Terrain, RHS- Hill and LHS
- Valley)
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
14 18+760 19+010 250 TCS-3 Terrain, LHS- Valley with RE Wall and
RHS - Hill)

TYPICAL CROSS SECTION OF SINGLE

15 19+010 19+060 50 TCS-2 LANE CARRIAGEWAY
(Mountainous Terrain, RHS- Hill and LHS
- Valley)
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY
16 19+060 19+200 140 TCS-4 (Mountainous Terrain, LHS- Valley and
RHS - Hill with Breast Wall)

TYPICAL CROSS SECTION OF SINGLE

LANE CARRIAGEWAY (Mountainous
17 19+200 19+520 320 TCS-3A Terrain, LHS- Valley with RE Wall and
RHS - Hill)ILCB LAYER

TYPICAL CROSS SECTION OF SINGLE

18 19+520 19+720 200 TCS-2A LANE CARRIAGEWAY
(Mountainous Terrain, RHS- Hill and LHS
- Valley) ILCB LAYER
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
19 19+720 19+890 170 TCS-3A Terrain, LHS- Valley with RE Wall and
RHS - Hill)ILCB LAYER

TYPICAL CROSS SECTION OF SINGLE

20 19+890 20+090 200 TCS-2A LANE CARRIAGEWAY
(Mountainous Terrain, RHS- Hill and LHS
- Valley) ILCB LAYER
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
21 20+090 20+300 210 TCS-3A Terrain, LHS- Valley with RE Wall and
RHS - Hill)ILCB LAYER

TYPICAL CROSS SECTION OF SINGLE

22 20+300 20+510 210 TCS-2A LANE CARRIAGEWAY
(Mountainous Terrain, RHS- Hill and LHS
- Valley) ILCB LAYER

181
 TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
23 20+510 22+350 1840 TCS-3A Terrain, LHS- Valley with RE Wall and
RHS - Hill)ILCB LAYER

TYPICAL CROSS SECTION OF SINGLE

24 22+350 22+560 210 TCS-2A LANE CARRIAGEWAY
(Mountainous Terrain, RHS- Hill and LHS
- Valley) ILCB LAYER
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
25 22+560 23+490 930 TCS-3A Terrain, LHS- Valley with RE Wall and
RHS - Hill)ILCB LAYER

TYPICAL CROSS SECTION OF SINGLE

26 23+490 23+680 190 TCS-2A LANE CARRIAGEWAY
(Mountainous Terrain, RHS- Hill and LHS
- Valley) ILCB LAYER
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
27 23+680 24+200 520 TCS-3A Terrain, LHS- Valley with RE Wall and
RHS - Hill)ILCB LAYER

TYPICAL CROSS SECTION OF SINGLE

28 24+200 24+560 360 TCS-2A LANE CARRIAGEWAY
(Mountainous Terrain, RHS- Hill and LHS
- Valley) ILCB LAYER
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
29 24+560 25+220 660 TCS-3A Terrain, LHS- Valley with RE Wall and
RHS - Hill)ILCB LAYER

TYPICAL CROSS SECTION OF SINGLE

30 25+220 25+870 650 TCS-2A LANE CARRIAGEWAY
(Mountainous Terrain, RHS- Hill and LHS
- Valley) ILCB LAYER
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
31 25+870 25+960 90 TCS-3A Terrain, LHS- Valley with RE Wall and
RHS - Hill)ILCB LAYER

TYPICAL CROSS SECTION OF SINGLE

32 25+960 26+990 1030 TCS-2A LANE CARRIAGEWAY
(Mountainous Terrain, RHS- Hill and LHS
- Valley) ILCB LAYER

182
 TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
33 26+990 27+380 390 TCS-3A Terrain, LHS- Valley with RE Wall and
RHS - Hill)ILCB LAYER

TYPICAL CROSS SECTION OF SINGLE

34 27+380 27+960 580 TCS-2A LANE CARRIAGEWAY
(Mountainous Terrain, RHS- Hill and LHS
- Valley) ILCB LAYER
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY
35 27+960 28+160 200 TCS-4A (Mountainous Terrain, LHS- Valley and
RHS - Hill with Breast Wall) ILCB LAYER

TYPICAL CROSS SECTION OF SINGLE

36 28+160 28+460 300 TCS-2A LANE CARRIAGEWAY
(Mountainous Terrain, RHS- Hill and LHS
- Valley) ILCB LAYER
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
37 28+460 28+620 160 TCS-3A Terrain, LHS- Valley with RE Wall and
RHS - Hill)ILCB LAYER

TYPICAL CROSS SECTION OF SINGLE

38 28+620 28+960 340 TCS-2A LANE CARRIAGEWAY
(Mountainous Terrain, RHS- Hill and LHS
- Valley) ILCB LAYER
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
39 28+960 29+070 110 TCS-3A Terrain, LHS- Valley with RE Wall and
RHS - Hill)ILCB LAYER

TYPICAL CROSS SECTION OF SINGLE

LANE CARRIAGEWAY (Mountainous
40 29+070 29+380 310 TCS-6A Terrain, LHS- Hill with Breast Wall and
RHS - Valley) ILCB LAYER

TYPICAL CROSS SECTION OF SINGLE

41 29+380 30+140 760 TCS-1A LANE CARRIAGEWAY
(Mountainous Terrain, LHS- Hill and RHS
- Valley) ILCB LAYER
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
42 30+140 30+360 220 TCS-5A Terrain,LHS - Hill and RHS-Valley RE
Wall) ILCB LAYER

TYPICAL CROSS SECTION OF SINGLE

43 30+360 30+480 120 TCS-1A LANE CARRIAGEWAY
(Mountainous Terrain, LHS- Hill and RHS
- Valley) ILCB LAYER

183
 TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
44 30+480 30+710 230 TCS-5A Terrain,LHS - Hill and RHS-Valley RE
Wall) ILCB LAYER
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY
45 30+710 30+930 220 TCS-4A (Mountainous Terrain, LHS- Valley and
RHS - Hill with Breast Wall) ILCB LAYER

TYPICAL CROSS SECTION OF SINGLE

46 30+930 31+320 390 TCS-2A LANE CARRIAGEWAY
(Mountainous Terrain, RHS- Hill and LHS
- Valley) ILCB LAYER
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
47 31+320 31+620 300 TCS-3A Terrain, LHS- Valley with RE Wall and
RHS - Hill)ILCB LAYER

TYPICAL CROSS SECTION OF SINGLE

LANE CARRIAGEWAY (Mountainous
48 31+620 31+930 310 TCS-6A Terrain, LHS- Hill with Breast Wall and
RHS - Valley) ILCB LAYER

TYPICAL CROSS SECTION OF SINGLE

49 31+930 32+210 280 TCS-1A LANE CARRIAGEWAY
(Mountainous Terrain, LHS- Hill and RHS
- Valley) ILCB LAYER
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
50 32+210 32+420 210 TCS-5A Terrain,LHS - Hill and RHS-Valley RE
Wall) ILCB LAYER

TYPICAL CROSS SECTION OF SINGLE

51 32+420 32+630 210 TCS-1A LANE CARRIAGEWAY
(Mountainous Terrain, LHS- Hill and RHS
- Valley) ILCB LAYER

TYPICAL CROSS SECTION OF SINGLE

52 32+630 32+810 180 TCS-2A LANE CARRIAGEWAY
(Mountainous Terrain, RHS- Hill and LHS
- Valley) ILCB LAYER
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
53 32+810 32+980 170 TCS-3A Terrain, LHS- Valley with RE Wall and
RHS - Hill)ILCB LAYER

TYPICAL CROSS SECTION OF SINGLE

54 32+980 33+070 90 TCS-2A LANE CARRIAGEWAY
(Mountainous Terrain, RHS- Hill and LHS
- Valley) ILCB LAYER

184
 TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
55 33+070 33+450 380 TCS-6A Terrain, LHS- Hill with Breast Wall and
RHS - Valley) ILCB LAYER

TYPICAL CROSS SECTION OF SINGLE

56 33+450 33+550 100 TCS-1A LANE CARRIAGEWAY
(Mountainous Terrain, LHS- Hill and RHS
- Valley) ILCB LAYER
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
57 33+550 33+730 180 TCS-6A Terrain, LHS- Hill with Breast Wall and
RHS - Valley) ILCB LAYER

TYPICAL CROSS SECTION OF SINGLE

58 33+730 34+300 570 TCS-1A LANE CARRIAGEWAY
(Mountainous Terrain, LHS- Hill and RHS
- Valley) ILCB LAYER
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
59 34+300 34+410 110 TCS-5A Terrain, LHS - Hill and RHS-Valley RE
Wall) ILCB LAYER

TYPICAL CROSS SECTION OF SINGLE

60 34+410 34+460 50 TCS-1A LANE CARRIAGEWAY
(Mountainous Terrain, LHS- Hill and RHS
- Valley) ILCB LAYER
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY
61 34+460 34+800 340 TCS-4A (Mountainous Terrain, LHS- Valley and
RHS - Hill with Breast Wall) ILCB LAYER

TYPICAL CROSS SECTION OF SINGLE

62 34+800 35+010 210 TCS-2A LANE CARRIAGEWAY
(Mountainous Terrain, RHS- Hill and LHS
- Valley) ILCB LAYER
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
63 35+010 35+100 90 TCS-3A Terrain, LHS- Valley with RE Wall and
RHS - Hill)ILCB LAYER

TYPICAL CROSS SECTION OF SINGLE

64 35+100 35+180 80 TCS-2A LANE CARRIAGEWAY
(Mountainous Terrain, RHS- Hill and LHS
- Valley) ILCB LAYER
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
65 35+180 35+730 550 TCS-6A Terrain, LHS- Hill with Breast Wall and
RHS - Valley) ILCB LAYER

185
 TYPICAL CROSS SECTION OF SINGLE
66 35+730 35+840 110 TCS-1A LANE CARRIAGEWAY
(Mountainous Terrain, LHS- Hill and RHS
- Valley) ILCB LAYER
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
67 35+840 35+930 90 TCS-5A Terrain, LHS - Hill and RHS-Valley RE
Wall) ILCB LAYER

TYPICAL CROSS SECTION OF SINGLE

68 35+930 35+990 60 TCS-1A LANE CARRIAGEWAY
(Mountainous Terrain, LHS- Hill and RHS
- Valley) ILCB LAYER
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
69 35+990 36+110 120 TCS-6A Terrain, LHS- Hill with Breast Wall and
RHS - Valley) ILCB LAYER
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY
70 36+110 36+560 450 TCS-4A (Mountainous Terrain, LHS- Valley and
RHS - Hill with Breast Wall) ILCB LAYER

TYPICAL CROSS SECTION OF SINGLE

LANE CARRIAGEWAY (Mountainous
71 36+560 36+810 250 TCS-6A Terrain, LHS- Hill with Breast Wall and
RHS - Valley) ILCB LAYER
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY
72 36+810 37+200 390 TCS-4A (Mountainous Terrain, LHS- Valley and
RHS - Hill with Breast Wall) ILCB LAYER

TYPICAL CROSS SECTION OF SINGLE

73 37+200 37+900 700 TCS-1A LANE CARRIAGEWAY
(Mountainous Terrain, LHS- Hill and RHS
- Valley)
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY
74 37+900 38+030 130 TCS-6 (Mountainous Terrain, LHS- Hill with
Breast Wall and RHS - Valley)

TYPICAL CROSS SECTION OF SINGLE

75 38+030 38+180 150 TCS-2 LANE CARRIAGEWAY
(Mountainous Terrain, RHS- Hill and LHS
- Valley)
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY
76 38+180 38+970 790 TCS-4 (Mountainous Terrain, LHS- Valley and
RHS - Hill with Breast Wall)

186
 TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY
77 38+970 39+270 300 TCS-6 (Mountainous Terrain, LHS- Hill with
Breast Wall and RHS - Valley)

TYPICAL CROSS SECTION OF SINGLE

78 39+270 39+510 240 TCS-1 LANE CARRIAGEWAY
(Mountainous Terrain, LHS- Hill and RHS
- Valley)
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY
79 39+510 39+940 430 TCS-6 (Mountainous Terrain, LHS- Hill with
Breast Wall and RHS - Valley)

TYPICAL CROSS SECTION OF SINGLE

80 39+940 41+130 1190 TCS-2 LANE CARRIAGEWAY
(Mountainous Terrain, RHS- Hill and LHS
- Valley)

TYPICAL CROSS SECTION OF SINGLE

81 41+130 41+680 550 TCS-5 LANE CARRIAGEWAY
(Mountainous Terrain, LHS - Hill and
RHS-Valley RE Wall)

TYPICAL CROSS SECTION OF SINGLE

82 41+680 41+820 140 TCS-1 LANE CARRIAGEWAY
(Mountainous Terrain, LHS- Hill and RHS
- Valley)
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY
83 41+820 42+360 540 TCS-6 (Mountainous Terrain, LHS- Hill with
Breast Wall and RHS - Valley)

TYPICAL CROSS SECTION OF SINGLE

84 42+360 42+410 50 TCS-1 LANE CARRIAGEWAY
(Mountainous Terrain, LHS- Hill and RHS
- Valley)

TYPICAL CROSS SECTION OF SINGLE

85 42+410 42+650 240 TCS-2 LANE CARRIAGEWAY
(Mountainous Terrain, RHS- Hill and LHS
- Valley)
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
86 42+650 42+900 250 TCS-3 Terrain, LHS- Valley with RE Wall and
RHS - Hill)

187
 TYPICAL CROSS SECTION OF SINGLE
87 42+900 43+630 730 TCS-2 LANE CARRIAGEWAY
(Mountainous Terrain, RHS- Hill and LHS
- Valley)
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
88 43+630 43+770 140 TCS-3 Terrain, LHS- Valley with RE Wall and
RHS - Hill)
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY
89 43+770 43+880 110 TCS-4 (Mountainous Terrain, LHS- Valley and
RHS - Hill with Breast Wall)

TYPICAL CROSS SECTION OF SINGLE

90 43+880 44+480 600 TCS-5 LANE CARRIAGEWAY
(Mountainous Terrain, LHS - Hill and
RHS-Valley RE Wall)

TYPICAL CROSS SECTION OF SINGLE

91 44+480 44+560 80 TCS-1 LANE CARRIAGEWAY
(Mountainous Terrain, LHS- Hill and RHS
- Valley)
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
92 44+560 44+800 240 TCS-3 Terrain, LHS- Valley with RE Wall and
RHS - Hill)

TYPICAL CROSS SECTION OF SINGLE

93 44+800 45+490 690 TCS-2 LANE CARRIAGEWAY
(Mountainous Terrain, RHS- Hill and LHS
- Valley)
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY
94 45+490 45+620 130 TCS-4 (Mountainous Terrain, LHS- Valley and
RHS - Hill with Breast Wall)

TYPICAL CROSS SECTION OF SINGLE

95 45+620 46+330 710 TCS-5 LANE CARRIAGEWAY
(Mountainous Terrain, LHS - Hill and
RHS-Valley RE Wall)

TYPICAL CROSS SECTION OF SINGLE

96 46+330 46+970 640 TCS-1 LANE CARRIAGEWAY
(Mountainous Terrain, LHS- Hill and RHS
- Valley)

TYPICAL CROSS SECTION OF SINGLE

97 46+970 47+090 120 TCS-5 LANE CARRIAGEWAY
(Mountainous Terrain, LHS - Hill and
RHS-Valley RE Wall)
188
 TYPICAL CROSS SECTION OF SINGLE
98 47+090 47+920 830 TCS-1 LANE CARRIAGEWAY
(Mountainous Terrain, LHS- Hill and RHS
- Valley)
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY
99 47+920 48+420 500 TCS-6 (Mountainous Terrain, LHS- Hill with
Breast Wall and RHS - Valley)
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
100 48+420 48+780 360 TCS-3 Terrain, LHS- Valley with RE Wall and
RHS - Hill)

TYPICAL CROSS SECTION OF SINGLE

101 48+780 49+070 290 TCS-2 LANE CARRIAGEWAY
(Mountainous Terrain, RHS- Hill and LHS
- Valley)
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
102 49+070 49+210 140 TCS-3 Terrain, LHS- Valley with RE Wall and
RHS - Hill)

TYPICAL CROSS SECTION OF SINGLE

103 49+210 49+350 140 TCS-2 LANE CARRIAGEWAY
(Mountainous Terrain, RHS- Hill and LHS
- Valley)
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
104 49+350 49+530 180 TCS-3 Terrain, LHS- Valley with RE Wall and
RHS - Hill)

TYPICAL CROSS SECTION OF SINGLE

105 49+530 50+980 1450 TCS-2 LANE CARRIAGEWAY
(Mountainous Terrain, RHS- Hill and LHS
- Valley)
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY
106 50+980 51+130 150 TCS-4 (Mountainous Terrain, LHS- Valley and
RHS - Hill with Breast Wall)

TYPICAL CROSS SECTION OF SINGLE

107 51+130 51+460 330 TCS-2 LANE CARRIAGEWAY
(Mountainous Terrain, RHS- Hill and LHS
- Valley)
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY
108 51+460 51+540 80 TCS-4 (Mountainous Terrain, LHS- Valley and
RHS - Hill with Breast Wall)

189
 TYPICAL CROSS SECTION OF SINGLE
109 51+540 51+860 320 TCS-5 LANE CARRIAGEWAY
(Mountainous Terrain, LHS - Hill and
RHS-Valley RE Wall)

TYPICAL CROSS SECTION OF SINGLE

110 51+860 51+950 90 TCS-1 LANE CARRIAGEWAY
(Mountainous Terrain, LHS- Hill and RHS
- Valley)
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY
111 51+950 52+430 480 TCS-6 (Mountainous Terrain, LHS- Hill with
Breast Wall and RHS - Valley)
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
112 52+430 53+140 710 TCS-3 Terrain, LHS- Valley with RE Wall and
RHS - Hill)

TYPICAL CROSS SECTION OF SINGLE

113 53+140 53+370 230 TCS-2 LANE CARRIAGEWAY
(Mountainous Terrain, RHS- Hill and LHS
- Valley)
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY
114 53+370 53+460 90 TCS-4 (Mountainous Terrain, LHS- Valley and
RHS - Hill with Breast Wall)

TYPICAL CROSS SECTION OF SINGLE

115 53+460 53+620 160 TCS-5 LANE CARRIAGEWAY
(Mountainous Terrain, LHS - Hill and
RHS-Valley RE Wall)

TYPICAL CROSS SECTION OF SINGLE

116 53+620 53+860 240 TCS-1 LANE CARRIAGEWAY
(Mountainous Terrain, LHS- Hill and RHS
- Valley)
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY
117 53+860 54+260 400 TCS-6 (Mountainous Terrain, LHS- Hill with
Breast Wall and RHS - Valley)
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
118 54+260 54+520 260 TCS-3 Terrain, LHS- Valley with RE Wall and
RHS - Hill)

TYPICAL CROSS SECTION OF SINGLE

119 54+520 54+650 130 TCS-2 LANE CARRIAGEWAY
(Mountainous Terrain, RHS- Hill and LHS
- Valley)
190
 TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
120 54+650 54+760 110 TCS-3 Terrain, LHS- Valley with RE Wall and
RHS - Hill)

TYPICAL CROSS SECTION OF SINGLE

121 54+760 55+250 490 TCS-2 LANE CARRIAGEWAY
(Mountainous Terrain, RHS- Hill and LHS
- Valley)
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
122 55+250 55+830 580 TCS-3 Terrain, LHS- Valley with RE Wall and
RHS - Hill)

TYPICAL CROSS SECTION OF SINGLE

123 55+830 55+950 120 TCS-2 LANE CARRIAGEWAY
(Mountainous Terrain, RHS- Hill and LHS
- Valley)
TYPICAL CROSS SECTION OF SINGLE
LANE CARRIAGEWAY (Mountainous
124 55+950 56+080 130 TCS-3 Terrain, LHS- Valley with RE Wall and
RHS - Hill)

TYPICAL CROSS SECTION OF SINGLE

125 56+080 56+200 120 TCS-5 LANE CARRIAGEWAY
(Mountainous Terrain, LHS - Hill and
RHS-Valley RE Wall)

Typical Cross Section of Spurs:

S.No. FROM TO LENGTH TCS TYPE DESCRIPTION

1 0+000 3+170 3170 TCS-9 Spur to Gurdaligali Post

2 0+000 1+310 1310 TCS-9 Spur to Sarson Post

Note: The cross-section schedule given in above tables are indicative and stretches may
increase or decrease depending upon the profile designed by contractor. However, this
shall not be treated as change of scope.

Utility duct has to be provided after consultation with BRO and Authority
Engineer as it is mandatory for strategic importance.

191
192
193
194
195
196
197
 Typical detail
details of Hand Hole and Man Hole of Utility Duct

198
3. Intersections and Grade Separators

All intersections and grade separators shall be as per the provision of relevant
Manual. Existing intersections which are deficient shall be improved to the
prescribed standards.

Properly designed intersections shall be provided at the locations and of the

types and features given in the tables below:

(i) At-grade intersections

Sl. No. Location of intersection Type of intersection Other features

NIL

(ii) Grade separated intersection with/without ramps

Sl. Location Salient Minimum length of Road to be carried

No. features viaduct to be provided over/under the structures

NIL

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

The existing road shall be raised in the following sections:

Sl. Section (from Length Extent of raising [Top
No. km to km) of finished road level]

NIL

199
5. Pavement Design

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

(ii) Type of pavement

Flexible pavement shall be constructed in the entire length of the project except
for snow bound area (refer TCS Schedule) where Inter-Locked Concrete Blocks
(ILCB) shall be provided.

(iii) Design requirements

(a) Design Period and strategy

a. Flexible pavement shall be constructed for the entire length of the
project corridor excluding snow bound area. Flexible pavement
shall be designed for a minimum design period of 15 years.
Maximum Sub-grade CBR of 8% at 5 MSA shall be followed.
b. For Snow Bound Area, Inter-Locked Concrete Blocks (ILCB) shall
be provided.
c. 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 5 million standard axles.

CTB and/or CTSB layers shall not be provided. Minimum pavement thickness to
be provided shall be as follows:

Flexible Pavement
Layer Thickness (mm)
BC 40

DBM 50

WMM 200
GSB 200

200
 ILCB
Layer Thickness (mm)
ILCB (M50 grade) 120

Sand Bed 30

WMM 150
GSB 300

(iv) Reconstruction of stretches

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

NIL

6. Roadside Drainage
Drainage system including surface and subsurface drains for the Project Highway shall be
provided as per the provision of relevant Manual.
The drainage schedule given in above table is indicative and total length is the
minimum to be followed. Stretches may increase depending upon the profile
designed by contractor and/or site conditions. However, this shall not be treated
as Change of Scope.

PCC Drain on Hill Side

Sr. Design Chainage in km Length Side Roadside Drain
No. From To (m) Length(m)
Main Carriageway
1 16+950 37+680 20730 Hill Side 20730
2 38+140 56+200 18060 Hill Side 18060
Sub-Total 38790
Spur to Gurdaligali Post
3 0+000 3+160 3160 Hill Side 3160
Spur to Sarson Post
4 0+000 1+310 1310 Hill Side 1310
TOTAL 43260
201
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:
Width of carriageway
Sl.
Bridge at Km and cross-sectional Remarks
No.
features
MNB cum Animal
1. 22+800 12m
Underpass

MNB cum Animal

2. 25+910 12m
Underpass 11m
carriageway and
3. 27+170 12m 0.5m RCC Crash
Barriers on both
sides
4. 55+100 12m

MJB cum Animal

5. 56+040 12m
Underpass

(c) The following structures shall be provided with footpaths:

Sl. No. Location at km Remarks

NIL

(d) All bridges shall be high-level bridges.

(e) The following structures shall be designed to carry utility services

specified in table below:

202
 Utility service to
Sl. No. Bridge at km Remarks
be carried
22+800
1. MNB cum Animal Underpass

2. 25+910 MNB cum Animal Underpass

3. 27+170 OFC

4. 55+100

5. 56+040 MJB cum Animal Underpass

(f) Cross-section of the new culverts and bridges at deck level for the Project
Highway shall conform to the typical cross-sections given in the provision
of relevant Manual.

(ii) Culverts

(a) Overall width of all culverts shall be equal to the roadway width of the
approaches.
(b) Reconstruction of existing culverts:
The existing culverts at the following locations shall be re-constructed as
new culverts:

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

NIL

(c) Widening of existing culverts:

All existing culverts which are not to be reconstructed shall be widened to
the roadway width of the Project Highway as per the typical cross section
given in the provision of relevant Manual. Repairs and strengthening of
existing structures where required shall be carried out.
Sl. Culvert location Type, span, height and Repairs to be
No. width of existing culvert carried out
(m) [specify]

NIL

203
 (d) Additional new culverts shall be constructed as per particulars given in
the table below:
Span/Opening x
Sl.no. Culvert Location Type
Height (m)
1 17+030 1.5x1.5 RCC Box
2 17+300 1.5x1.5 RCC Box
3 17+790 1.5x1.5 RCC Box
4 18+080 1.5x1.5 RCC Box
5 18+215 1.5x1.5 RCC Box
6 18+630 1.5x1.5 RCC Box
7 18+970 1.5x1.5 RCC Box
8 19+285 2x2 RCC Box
9 19+820 3x3 RCC Box
10 20+200 3x3 RCC Box
11 20+910 2x2 RCC Box
12 21+050 3x3 RCC Box
13 21+390 1.5x1.5 RCC Box
14 21+440 2x2 RCC Box
15 22+310 2x2 RCC Box
16 22+940 2x2 RCC Box
17 23+140 1.5x1.5 RCC Box
18 23+360 1.5x1.5 RCC Box
19 23+540 1.5x1.5 RCC Box
20 24+110 2x2 RCC Box
21 24+160 2x2 RCC Box
22 24+750 2x2 RCC Box
23 24+920 1.5x1.5 RCC Box
24 25+230 1.5x1.5 RCC Box
25 25+425 2x2 RCC Box
26 25+500 2x2 RCC Box
27 25+660 2x2 RCC Box
28 25+830 1.5x1.5 RCC Box
29 26+170 2x2 RCC Box
30 26+310 1.5x1.5 RCC Box
31 26+415 2x2 RCC Box
32 26+770 1.5x1.5 RCC Box
33 27+660 1.5x1.5 RCC Box
34 27+840 3x3 RCC Box
35 28+135 2x2 RCC Box

204
 Span/Opening x
Sl.no. Culvert Location Type
Height (m)
36 30+130 1.5x1.5 RCC Box
37 30+380 1.5x1.5 RCC Box
38 30+480 2x2 RCC Box
39 30+680 3x3 RCC Box
40 30+870 3x3 RCC Box
41 31+045 2x2 RCC Box
42 31+240 1.5x1.5 RCC Box
43 31+370 1.5x1.5 RCC Box
44 32+460 1.5x1.5 RCC Box
45 33+830 3x3 RCC Box
46 34+250 2x2 RCC Box
47 34+460 2x2 RCC Box
48 34+600 2x2 RCC Box
49 35+850 2x2 RCC Box
50 36+050 2x2 RCC Box
51 36+260 1.5x1.5 RCC Box
52 36+310 1.5x1.5 RCC Box
53 36+450 1.5x1.5 RCC Box
54 37+780 1.5x1.5 RCC Box
55 38+400 2x2 RCC Box
56 39+510 2x2 RCC Box
57 40+590 2x2 RCC Box
58 41+660 3x3 RCC Box
59 43+270 3x3 RCC Box
60 43+750 3x3 RCC Box
61 44+050 3x3 RCC Box
62 44+480 3x3 RCC Box
63 44+620 3x3 RCC Box
64 45+040 3x3 RCC Box
65 46+200 5x4 RCC Box
66 47+970 1.5x1.5 RCC Box
67 48+050 1.5x1.5 RCC Box
68 48+860 1.5x1.5 RCC Box
69 48+920 1.5x1.5 RCC Box
70 49+240 1.5x1.5 RCC Box
71 49+470 2x2 RCC Box
50+285
72 (Culvert cum Animal 6x4 RCC Box
Underpass)
205
 Span/Opening x
Sl.no. Culvert Location Type
Height (m)
73 49+970 2x2 RCC Box
74 50+120 1.5x1.5 RCC Box
75 50+510 2x2 RCC Box
76 50+830 1.5x1.5 RCC Box
77 52+680 2x2 RCC Box
78 53+435 2x2 RCC Box
79 53+480 2x2 RCC Box
80 53+850 2x2 RCC Box
81 54+500 1.5x1.5 RCC Box
82 54+740 2x2 RCC Box
83 55+210 2x2 RCC Box
84 55+290 1.5x1.5 RCC Box
85 55+350 2x2 RCC Box
86 55+687 2x2 RCC Box
87 55+760 2x2 RCC Box
88 56+170 2x2 RCC Box
Connecting Road to Gurdaligali Post
Span/Opening x
Sl.no. Culvert Location Type
Height (m)
1 0+400 1.5x1.5 RCC Box
2 0+760 1.5x1.5 RCC Box
3 1+040 1.5x1.5 RCC Box
4 1+070 1.5x1.5 RCC Box
5 2+465 1.5x1.5 RCC Box
6 2+790 1.5x1.5 RCC Box
Note:- These locations and number of culverts are tentative and minimum, increase in
numbers if any due to ground requirement will not invite any change of scope.
(e) Repairs/replacements of railing/parapets, flooring and protection works
of the existing culverts shall be undertaken as follows:

Sl. No. Location at km Type of repair required

NIL

(f) Floor protection works shall be as specified in the relevant IRC Codes and
Specifications.
206
(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

Sl. Bridge location Salient details of Adequacy or otherwise

No. (km) existing bridge of the existing
Remarks
waterway, vertical
clearance, etc

NIL

(ii) The following narrow bridges shall be widened:

Sl. Location (km) Existing Extent of Cross-section at deck
No. width (m) widening (m) level for widening

NIL

(b) Additional new bridges

New bridges at the following locations on the Project Highway shall be
constructed. GADs for the new bridges are attached in the drawings
folder.
Sl. Span Total length
Location (Km) Remarks
No. Arrangement (m)
22+800
1. (MNB cum Animal 1x40 40 Steel Composite
Underpass)
25+910
2. (MNB cum Animal 1x25 25 Pre-cast RCC
Underpass)

3. 27+170 1x20 20 Pre-cast RCC

4. 55+100 1x42 42 Steel Composite

56+040
5. (MJB cum Animal 2x40 80 Steel Composite
Underpass)

207
 (c) The railings of existing bridges shall be replaced by crash barriers at the
following locations:

Sl. No. Location at km Remarks

NIL

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

undertaken as follows:

Sl. No. Location at km Remarks

NIL

(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
NIL

(iv) Rail-road bridges

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

provision of relevant Manual.
(b) Road over-bridges
Road over-bridges (road over rail) shall be provided at the following level
crossings, as per GAD drawings attached:
Sl. Location of Level crossing (Chainage km) Length of bridge (m)
No.

NIL

(c) Road under-bridges

208
 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 Number and length of
span (m)
No. (Chainage km)

NIL

(v) Grade separated structures

The grade separated structures shall be provided at the locations and of the type
and length specified in paragraphs 2 (ix) and 3 of this Annex-I.

(vi) Repairs and strengthening of bridges and structures

The existing bridges and structures to be repaired/strengthened, and the nature

and extent of repairs /strengthening required are given below:

(a) Bridges
Sl. Location of bridge (km) Nature and extent of repairs /strengthening
No. to be carried out

NIL

(b) ROB / RUB

Sl. Location of Nature and extent of repairs /strengthening to be
No. ROB/RUB (km) carried out

NIL

(c) Overpasses/Underpasses and other structures

Sl. Location of Nature and extent of repairs /strengthening to be
No. Structure (km) carried out

NIL

(vii) List of Bridges and Major Structures

209
 The following is the list of the Bridges and Major Structures:
Location
Sl. No. Description Span Arrangement
(Km)
1. MNB cum Animal Underpass 22+800 1x40

2. MNB cum Animal Underpass 25+910 1x25

3. MNB 27+170 1x20

4. MNB 55+100 1x42

5. MJB cum Animal Underpass 56+040 2x40

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 shall be provided in accordance with the
provision of relevant Manual.

9. Roadside Furniture

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

All Traffic Signs for road users would be provided as per Manual. However the
Contractor shall provide minimum numbers of Traffic Sign Boards as mentioned
below:

MoRTH / SoR
Description Unit Total Qty
Ref. No.
Mandatory/Regulatory sign boards of 900 mm
16.66.1 No. 30
diameter
Cautionary/warning sign boards of equilateral
16.66.2 No. 30
triangular shape having each side of 900 mm
Regulatory sign board of size 900mm diameter made
16.68 No. 14
out of 2 mm thick aluminium sheet

210
 MoRTH / SoR
Description Unit Total Qty
Ref. No.
Retro-reflectorised cautionary, mandatory and
MoRTH 8.04 RA
informatory sign
(i) 90 cm equilateral triangle No. 30
(ii) 60 cm equilateral triangle No. 10
(iii) 60 cm circular No. 10
(iv) 90 cm x 30 cm rectangular No. 79
(v) 80 mm x 60 mm rectangular No. 10
(vi) 60 cm x 50 cm rectangular No. 36
(vii) 60 cm x 45 cm rectangular No. 10
(viii) 60 cm x 60 cm square No. 10
(ix) 90 cm high octagon No. 10
MoTR&H 8.06 RA Direction and Place Identification signs
(i) Flag Type Place Identification Sign (1200 x 700) No. 6
(ii) Advance Direction (2400 x 1800) No. 26
MoRT&H 8.07 RA Overhead Signs
A Truss and Vertical Support No. 2
B Aluminium alloy plate for over-head sign No. 2
Providing and applying 2.5mm thick road marking
16.69 Sqm 16071
strips (retro-reflective)
16.32.2 50x152.5x25 cm size. 5th kilometre stone (precast) No. 13

16.32.1 35x111x25 cm size. Ordinary Kilometer stone (Precast) No. 35

16.32.3 35x93.5x18 cm size Hectometer stone (Precast) No. 175

16.72 Delineators No. 1420
MoRT&H 8.35 RA Road Markers / Road Stud with Lense Reflector No. 6712

10. Compulsory Afforestation

Deleted

11. Hazardous Locations

The safety barriers shall be provided at the hazardous locations in accordance

with the provision of relevant Manual. W-Beam metal crash barriers shall
however be provided at all hazardous locations & suggested length of crash

211
 barrier is 13430m. All hazardous locations shall be finalized in consultation with
the Authority Engineer. The final length after consultation with Authority
Engineer shall not be considered under Change of Scope.
Parapet wall shall be constructed as per the Specifications of the Manual.
Minimum length of the parapet wall is 15140m which shall be finalized in
consultation with the Authority Engineer. The final length after consultation with
Authority Engineer shall not be considered under Change of Scope.

12. Special Requirement for Hill Roads

The contractor shall pay due attention to geo-technical, environmental and social
aspects of hill roads and take appropriate measures to ensure the following: (The
Guidelines given in lRC: SP: 48 & 73 may be referred to, for details).

(i) Stability against geological disturbances.

(ii) Prevention of soil erosion.
(iii) Provision of efficient drainage and preservation of natural drainage system.

I. Rock Blasting:

Controlled blasting can be resorted to after taking necessary permissions from

the Civil/Army Authorities. Blasting shall be supervised by experienced
personnel. Blasting and related operations shall be carried out in accordance with
Clause 302 of MORTH Specifications.

II. Cut Slopes:

As the project involves cutting of existing hill slopes, it is imperative that slopes
are stabilized for ensuring longevity of the slope and the road. Slope stability,
erosion control and landslide correction shall be accomplished in accordance
with IRC:SP:48-2023. Cut slopes shall be rendered stable in the construction
stage itself, by cutting at correct angles and benching etc. including slope
stabilizing structures like drains, breast walls, pitching. etc. Reference may be
drawn from IRC: 56- 2011.

III. Tunnels:
Not Applicable.

IV. Drainage:
For drainage of water from roadside, an effective system of drainage shall be
constructed to lead the run-off to natural water courses. In particular, catch water
drains shall be provided above the cut slopes as per the relevant provisions of the
212
Manual. It shall be ensured that water is not drained into villages and cultivated
land. Location of cross drains and culverts should be so chosen as to avoid
erosion of the outlet. Erosion control works like drop walls, apron at out-fall
points along with pitching / paving of the channel shall be provided where
required.

V. Retaining Walls:
Retaining walls shall be provided:
(i) To support the downhill side unstable strata or fills,
(ii) To achieve width of roadway, where cutting into hill is restricted,
(iii) To arrest damage caused to the valley side and the road, by under
cutting by a stream or other water course,
(iv) At valley points, where water flows over the road,
(v) At places where the valley side gets saturated in the monsoon and is
likely to result in slips and damage to the road,
(vi) At any other location warranting provision of retaining walls.

Minimum length of Retaining Walls (including Main Carriageway & Spurs) is as

under:
Retaining Wall (RRM)
Height Length
(m) (m)
1 4810
2 3680
3 3480
4 1420
5 470
6 1280
TOTAL 15140
Actual locations shall be finalized in consultation with the Authority Engineer.
Any increase in the final length shall not be considered under Change of Scope.

VI. Breast Walls:

Breast walls shall be provided:
(i) To support the uphill side unstable strata or cuts,
(ii) To achieve width of roadway, where filling into valley side is restricted,
213
 (iii) To arrest damage caused to the hill side and the road, by landslides and
slips caused by saturation during monsoons,
(vi) At any other location warranting provision of breast walls.
Minimum length of Breast Walls (including Main Carriageway & Spurs) is as
under:
Breast Wall (RRM)
Height Length
(m) (m)
3 1660
4 7510
TOTAL 9170
Actual locations shall be finalized in consultation with the Authority Engineer.
Any increase in the final length shall not be considered under Change of Scope.

VII. Disposal of Debris:

Disposal sites shall be identified locations at Chainage 26+500, 33+800, 34+300 &
42+500 for disposal of waste, debris etc. Tipping of waste into valley sides,
stream channels, water bodies and forest areas shall not be resorted to.
Additional muck disposal sites in Govt/Civil lands shall be approved by the
competent authority of Civil Administration if identified and shall not constitute
change of scope.

VIII. Utility duct of size 300mm shall be provided in total length of project
i.e. 43.730 Km as per the standard/approved design and drawing.

IX. Turfing: Minimum quantity of turfing shall be 50000.00 Sqm, increase in

quantity in turfing due to ground requirement shall not constitute a change of
scope.

13. Change of Scope

The length of Structures and bridges specified hereinabove shall be treated as an

approximate assessment and minimum. 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 increase 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.

214
 Schedule B-1

Utilities

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

A Electrical Utilities

A1 Electrical Poles Nos. NIL

A2 Electrical cables meters NIL

A3 Transformers Nos. NIL

Water/Sewage
B
pipeline

B1 Sewage meters NIL

B2 Water supply meters NIL

C Felling of Tress Nos. NIL

215
 Schedule-C

(See Clauses 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) Truck Lay-byes;
(f) Bus-bays and Bus shelters;
(g) Rest Areas; and
(h) others to be specified

2. Description of Project Facilities

2.1. Toll Plazas

There is no Toll Plaza in the project.

2.2. Road side furniture

Traffic signs, kilometer stones, Road markings, Road Delineators, Road
Studs, Crash Barriers etc. shall be provided as per manual recommended in
Schedule-D.

2.3. Pedestrian Facilities

NIL

2.4. Tree Plantation

In accordance to the provisions of the Manual.

2.5. Truck Lay-byes

NIL

216
2.6. Bus-bays and Bus shelters
NIL

2.7. Rest Areas

NIL

2.8. Others
NIL

3. Specifications and Standards for above facilities

The Project shall be constructed in conformity with the Specifications and Standards
specified in this schedule and Schedule-D.

217
 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 Highway.

2. Design Standards

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

Manual of Specifications and Standards for Hill Road (IRC:SP:48) and Guidelines
For The Alignment Survey And Geometric Design Of Hill Roads (IRC:52) of latest
revision on Bid due date, referred to herein as the Manual of the Project.

218
 Annex I

(Schedule-D)

Specifications and Standards for Construction

1. Specifications and Standards

All Materials, works and construction operations shall conform to the Hill Road
Manual of Specifications and Standards (IRC:SP:48), Guidelines For The Alignment
Survey And Geometric Design Of Hill Roads (IRC:52) referred to as the Manual and
the latest revision of MoRT&H Specifications for Road and Bridge Works on bid
due date. 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 Highway, and for
purposes of this Agreement, the aforesaid Specifications and Standards shall be
deemed to be amended to the extent set forth below:

Provisions in Description of
S.No. Clause No. Details of Item
Clause Deviation

219
 Schedule-E

(See Clauses 2.1 and 14.2)

Maintenance Requirements

1. Maintenance Requirements

(i) The Contractor shall, at all times maintain the Project Highway 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.

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
220
 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.

5. Emergency repairs/restoration

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

Defect, deficiency or deterioration in the Project Highway poses a hazard to
safety or risk of damage to property, the Contractor shall promptly take all
reasonable measures for eliminating or minimizing such danger.

6. Daily inspection by the Contractor

The Contractor shall, through its engineer, undertake a daily visual inspection of
the Project Highway and maintain a record thereof in a register to be kept in such
form and manner as the Authority’s Engineer may specify. Such record shall be
kept in safe custody of the Contractor and shall be open to inspection by the
Authority and the Authority’s Engineer at any time during office hours.

7. Pre-monsoon inspection / Post-monsoon inspection

The Contractor shall carry out a detailed pre-monsoon inspection of all bridges,
culverts and drainage system before 1st June every year in accordance with the
guidelines contained in IRC:SP:35. Report of this inspection together with details
of proposed maintenance works as required on the basis of this inspection shall
be sent to the Authority’s Engineer before the 10th June every year. The
Contractor shall complete the required repairs before the onset of the monsoon
and send to the Authority’s Engineer a compliance report. Post monsoon
inspection shall be done by the 30th September and the inspection report
together with details of any damages observed and proposed action to remedy
the same shall be sent to the Authority’s Engineer.

8. Repairs on account of natural calamities

All damages occurring to the Project Highway on account of a Force Majeure

Event or wilful default or neglect of the Authority shall be undertaken by the
Authority at its own cost. The Authority may instruct the Contractor to undertake
the repairs at the rates agreed between the Parties.

221
 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:

Level of Service (LOS) Frequency Time limit for

Performance Standards and References for Maintenance
Asset Type of Tools / Equipment Rectification /
Parameter Inspection and Data Analysis Specifications
Inspection Repair
Desirable Acceptable

Flexible Pavement
(Pavement of
MCW, IRC 82: 2015 and Distress
Service Road, < 0.1 % of area Length Identification Manual for Long
MORT&H
approaches of and subject to Measurement Unit Term Pavement Performance
Potholes Nil Daily 24-48 hours Specification
Grade limit of 10 mm like Scale, Tape, Program, FHWA 2003
3004.2
structure, in depth odometer etc. (http://www.tfhrc.com/pavemen
approaches of t/lttp/reports/03031/)
connecting roads,
slip roads,

222
 Frequency Time limit for
Performance Standards and References for Maintenance
Asset Type Level of Service (LOS) of Tools / Equipment Rectification /
Parameter Inspection and Data Analysis Specifications
Inspection Repair
lay byes etc. as < 5 % subject to
MORT&H
applicable) limit of 0.5 sqm
Cracking Nil Daily 7-15 days Specification
for any 50 m
3004.3
length
MORT&H
Rutting Nil < 5 mm Daily Straight Edge 15 -30 days Specification
3004.2

Corrugations
Nil < 0.1 % of area Daily 2-7 days IRC:822015
and Shoving

MORT&H
Bleeding Nil < 1 % of area Daily 3-7 days Specification
3004.4
Ravelling / Length IRC:82-2015 read
Nil < 1 % of area Daily Measurement Unit 7-15 days
Stripping with IRC:SP-81
like Scale, Tape,
< 1 m for any odometer etc.
100 m section
and width < 0.1
Edge
m at any
Deformation/ Nil Daily 7-15 days IRC:82-2015
location,
Breaking
restricted to
30cm from the
edge
Class I Class I Profilometer : ASTM E950
2000 Profilometer (98):2004 – Standard Test
Roughness BI 2400 mm/km Bi-Annually 180 days IRC:82-2015
mm/km SCRIM Method for
(Sideway force measuring Longitudinal Profile of

223
 Frequency Time limit for
Performance Standards and References for Maintenance
Asset Type Level of Service (LOS) of Tools / Equipment Rectification /
Parameter Inspection and Data Analysis Specifications
Inspection Repair
Coefficient Routine Travelled Surfaces with
Investigation Accelerometer Established
Skid Number 60SN 50SN Bi-Annually Machine or Inertial Profiling Reference ASTM 180 days BS: 7941-1: 2006
equivalent) E1656 -94: 2000- Standard Guide
for Classification of Automatic
Pavement Condition Survey
Pavement
Equipment
Condition 3 2.1 Bi-Annually 180 days IRC:82-2015
Index

Other
Pavement Bi-Annually 2-7 days IRC:822015
Distresses

Deflection /
Falling Weight
Remaining Annually IRC 115: 2014 180 days IRC:1152014
Deflectometer
Life

Rigid Pavement
(Pavement of
MCW, 2000 ASTM E950 (98):2004 and ASTM
Roughness BI 2400 mm/km Bi-Annually Class I Profilometer 180 days IRC:SP:83-2018
Service Road, mm/km E1656 (94): 2000
approaches of
Grade
Skid Bi-Annually SCRIM IRC:SP:83-2018 180 days IRC:SP:83-2018
structure,
Skid Resistance no. at (Sideway force
approaches of
different speed of vehicles Coefficient Routine
connecting roads,
Investigation
slip roads,

224
 Frequency Time limit for
Performance Standards and References for Maintenance
Asset Type Level of Service (LOS) of Tools / Equipment Rectification /
Parameter Inspection and Data Analysis Specifications
Inspection Repair
lay byes etc. as Machine or
applicable) Minimum Traffic Speed equivalent)
SN (Km/h)

36 50

33 65

32 80

31 95

31 110

Length
MORT&H
Edge drop at Measurement Unit
Nil 40mm Daily 7-15 days Specification
shoulders like Scale, Tape,
408.4
Embankment / odometer etc.
IRC
Slope <2% variation in
Slope of MORT&H
prescribed
camber / Nil Daily 7-15 days Specification
slope of camber
cross fall 408.4
/ cross fall

225
 Frequency Time limit for
Performance Standards and References for Maintenance
Asset Type Level of Service (LOS) of Tools / Equipment Rectification /
Parameter Inspection and Data Analysis Specifications
Inspection Repair

<15 % variation MORT&H

Embankment
Nil in prescribe Daily 7-15 days Specification
Slopes
side slope 408.4

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

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

226
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:

Type of Measured Degree of Repair Action

S.No. Assessment Rating
Distress Parameter Severity For the case d < D/2 For the case d > D/2
0 Nil, not discernible
No Action Not applicable
1 w < 0.2 mm. hair cracks
Single w = 0.2 - 0.5 mm, discernible
2
Discrete w = width of crack from slow-moving car Seal, and stitch if L >
Cracks Not L = length of crack Seal without delay
1 w = 0.5 - 1.5 mm, discernible lm. Within 7days
intersecting d = depth of crack 3
from fast-moving car
with any D = depth of slab 4 w = 1.5 - 3.0 mm Staple or Dowel Bar
joint Seal, and stitch if L > Retrofit, FDR for
5 w > 3 mm. lm. Within 7days affected portion.
Within 15days
0 Nil, not discernible No Action
1 w < 0.2 mm, hair cracks
Route and seal with
w = 0.2 - 0.5 mm, discernible
Single 2 epoxy. Within 7 days Staple or Dowel Bar
from slow vehicle
Transverse Retrofit. Within 15 days
w = width of crack w = 0.5 - 3.0 mm, discernible Route, seal and stitch,
(or Diagonal) 3
L = length of crack from fast vehicle ifL > 1 m. Within 7 days
2 Crack
d = depth of crack Dowel Bar Retrofit. Full Depth Repair
intersecting 4 w = 3.0 - 6.0 mm
D = depth of slab Within 15 days Dismantle and
with one or
more joints reconstruct affected.
w > 6 mm, usually associated Portion with norms and
Not Applicable, as it
5 with spalling, and/or slab specifications See Para
may be full depth
rocking under traffic 5.5 & 9.2. Within

227
 Type of Measured Degree of Repair Action
S.No. Assessment Rating
Distress Parameter Severity For the case d < D/2 For the case d > D/2
15days

0 Nil, not discernible No Action

w < 0.5 mm, discernable from Seal with epoxy, if L > 1
1
slow moving vehicle m. Within 7 days Staple or dowel bar
w = 0.5 - 3.0 mm, discernible Route seal and stitch, if retrofit. Within 15 days
2
from fast vehicle L > l m. Within 15 days
Staple, if L > 1 m. Partial Depth Repair
Single 3 w = 3.0 - 6.0 mm
Within 15 days with stapling. Partial
Longitudinal w = width of crack
Depth Repair with
Crack L = length of crack w = 6.0 - 12.0 mm, usually
3 4 stapling.
intersecting d = depth of crack associated with spalling Within 15 days.
with one or D = depth of slab
more joints Full Depth Repair
Not Applicable, as it Dismantle and
w > 12 mm, usually associated may be full depth reconstruct affected
5 with spalling, and/or slab portion as per norms
rocking under traffic and specifications - See
Para 5.6.4 Within 15
days
0 Nil, not discernible No Action
Multiple 1 w < 0.2 mm, hair cracks
Cracks Seal, and stitch if L > l
w = 0.2 - 0.5 mm. discernible
4 intersecting w = width of crack 2 m. Within 15 days
from slow vehicle
with one or
more joints w = 0.5 - 3.0 mm, discernible Full depth repair within Dismantle, Reinstate
3
from fast vehicle 15 days subbase, Reconstruct

228
 Type of Measured Degree of Repair Action
S.No. Assessment Rating
Distress Parameter Severity For the case d < D/2 For the case d > D/2
w = 3.0 - 6.0 mm panel broken whole slab as per
4
into 2 or 3 pieces specifications within 30
w > 6 mm and/or panel broken days
5
into more than 4 pieces
0 Nil, not discernible No Action
w < 0.5 mm; only 1 corner
1 Seal with low viscosity Seal with epoxy seal
broken
epoxy to secure broken with epoxy Within
w < 1.5 mm; L < 0.6 m, only one parts Within 7 days 7days
2
corner broken
w < 1.5 mm; L < 0.6 m, two
3
w = width of crack corners broken
5 Corner Break Full depth repair
L = length of crack w > 1.5 mm; L > 0.6 m or three
4
corners broken Partial Depth (Refer
Figure 8.3 of IRC:SP: 83- Reinstate sub-base, and
2008) Within 15 days reconstruct the slab as
5 Three or four corners broken per norms and
specifications within 30
days
Punchout 0 Nil, not discernible No Action
(Applicable 1 w < 0.5 mm; L < 3 m/m2
Seal with low viscosity
to either w > 0.5 mm or L < 3
w = width of crack 2 Not Applicable, as it epoxy to secure broken
6 Continuous m/m2
L = length (m/m2) may be full depth parts. Within 15days
Reinforced 3 w > 1.5 mm and L < 3 m/m2
Concrete w > 3 mm, L < 3 m/m2 and Full depth repair Cut
Pavement 4
deformation out and replace

229
 Type of Measured Degree of Repair Action
S.No. Assessment Rating
Distress Parameter Severity For the case d < D/2 For the case d > D/2
(CRCP) only) damaged area taking
w > 3 mm, L > 3 m/m2 and care not to damage
5
deformation reinforcement. Within
30 days
Surface Defects
Short Term Long Term
0 Nil, not discernible
No action.
1 r<2%
Local repair of areas
r = area damaged
damaged and liable to
surface / total 2 r = 2 - 10 %
Ravelling or be damaged. Within 15
surface of slab (%)
7 Honeycomb days
Not Applicable
type surface 3 r = 10-25% Bonded Inlay, 2 or 3
h = maximum
depth of damage slabs if affecting.
4 r = 25 - 50 %
Within 30 days
Reconstruct slabs, 4 or
5 r > 50% and h > 25 mm more slabs if affecting.
Within 30 days
Short Term Long Term
r = damaged 0 Nil, not discernible No action.
surface/total 1 r<2% Local repair of areas
surface of slab (%) damaged and liable to
8 Scaling
2 r = 2 - 10 % be damaged. Within Not Applicable
h = maximum 7days
depth of damage 3 r = 10 - 20% Bonded Inlay within 15
4 r = 20 - 30 % days

230
 Type of Measured Degree of Repair Action
S.No. Assessment Rating
Distress Parameter Severity For the case d < D/2 For the case d > D/2
Reconstruct slab within
5 r > 30 % and h > 25 mm
30 days
0
1 t > 1 mm No action
2 t = 1 - 0.6 mm
3 t = 0.6 - 0.3 mm Monitor rate of
Polished
t = texture depth, 4 t = 0.3 - 0.1 mm deterioration
9 Surface / Not Applicable
sand patch test Diamond Grinding if
Glazing
affecting 50% or more
5 t < 0.1 mm slabs in a continuous
stretch of minimum 5
km. Within 30 days

d < 50 mm; h < 25 mm; n < 1 per

0
5 m2
No Action

Popout d = 50 - 100 mm; h < 50 mm; n <

n = number/m2 1
(Small Hole), 1 per 5 m2
d = diameter
10 Pothole Partial depth repair 65
h = maximum d = 50 - 100 mm; h > 50 mm; n <
Refer Para 2 mm deep. Within 15
depth 1 per 5 m2
8.4 days
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 of
d = 100 - 300 mm; h > 100 mm; the hole. Within 30
4
n < 1 per 5 m2 days

231
 Type of Measured Degree of Repair Action
S.No. Assessment Rating
Distress Parameter Severity For the case d < D/2 For the case d > D/2
d > 300 mm; h > 100 mm: n > 1 Full depth repair.
5
per 5 m2 Within 30 days
Joint Defects
Short Term Long Term
0 Difficult to discern. No action.
Discernible, L< 25% but of little
immediate consequence with
Clean joint, inspect
1 regard to ingress of water or
later.
trapping incompressible
loss or damage material.
Joint Seal
11 L = Length as % Notable. L > 25% insufficient Clean and reapply
Defects Not Applicable
total joint length protection against ingress of sealant in selected
3
water and trapping locations. Within 7
incompressible material. days.
Severe; w > 3 mm negligible
protection against ingress of Clean, widen and reseal
5
water and trapping the joint. Within 7 days
incompressible material.
0 Nil, not discernible No action.
w = width on 1 w < 10 mm Apply low viscosity
either side of the epoxy resin/ mortar in
Spalling of
12 joint L = length of 2 w = 10 - 20 mm, L < 25% cracked portion. Within Not Applicable
Joints
spalled portion (as 7 days.
% joint length) Partial Depth Repair.
3 w = 20 - 40 mm, L > 25%
Within 15 days.

232
 Type of Measured Degree of Repair Action
S.No. Assessment Rating
Distress Parameter Severity For the case d < D/2 For the case d > D/2
30 - 50 mm deep, h = w
4 w = 40 - 80 mm, L > 25% + 20% of w, within 30
days.
50 - 100 mm deep
5 w > 80 mm, and L > 25% repair. H = w + 20% of
w. Within 30 days.
0 not discernible, < 1 mm No action. No action.
1 f < 3 mm
Determine cause and
Replace the slab as
2 f = 3 - 6 mm observe, take action for
Faulting (or appropriate. Within 30
diamond grinding.
Stepping) in f = difference of days
13 3 f = 6 - 12 mm Diamond Grinding.
Cracks or level
Joints 4 f = 12 - 18 mm Raise sunken slab.
Strengthen sub grade Replace the slab as
and sub-base by appropriate. Within 30
5 f > 18 mm
grouting and raising days
sunken slab.
Short Term Long Term
0 Nil, not discernible
No Action
1 h < 6 mm
h = vertical 2 h = 6 - 12 mm Install Signs to Warn
Blowup or
14 displacement from 3 h = 12 - 25 mm Traffic within 7 days
Buckling
normal profile Full Depth Repair.
4 h > 25 mm
Within 30 days
shattered slabs, i.e. 4 or more Replace broken slabs.
5
pieces Within 30 days

233
 Type of Measured Degree of Repair Action
S.No. Assessment Rating
Distress Parameter Severity For the case d < D/2 For the case d > D/2
0 Not discernible, h < 5 mm No action.
1 h = 5 - 15 mm
h = negative
2 h = 15-30 mm, Nos <20% joints Install Signs to Warn
vertical
15 Depression displacement from 3 h = 30 - 50 mm Traffic within 7 days Not Applicable
normal profile L = 4 h > 50 mm or > 20% joints Strengthen sub-grade.
length Reinstate pavement at
5 h > 100 mm normal level if L < 20 m.
Within 30 days
Short Term Long Term
0 Not discernible. h < 5 mm No action.
h = positive 1 h = 5 - 15 mm Follow up. scrabble
vertical 2 h = 15 - 30 mm, Nos <20% joints Install Signs to Warn
16 Heave displacement from 3 h = 30 - 50 mm Traffic within 7 days
normal profile. L = 4 h > 50 mm or > 20% joints Stabilise sub-grade.
length Reinstate pavement at
5 h > 100 mm normal level if length <
20 m. Within 30 days
Grind, in case of new
Construction Limit for
1 h = 4 - 7 mm construction within 7
New Construction.
days
h = vertical
Grind, in case of Replace in case of new
17 Bump displacement from
3 h = 7 - 15 mm ongoing Maintenance construction. Within
normal profile
within 15 days 30days
Full Depth Repair. Full Depth Repair.
5 h > 15 mm
Within 30 days Within 30days
Lane to f = difference of Short Term Long Term
18
Shoulder level 0 Nil, not discernible < 3mm No action.

234
 Type of Measured Degree of Repair Action
S.No. Assessment Rating
Distress Parameter Severity For the case d < D/2 For the case d > D/2
Dropoff 1 f = 3 - 10 mm Spot repair of shoulder
2 f = 10 - 25 mm within 7 days
3 f = 25 - 50 mm
4 f = 50 - 75 mm For any 100 m stretch
Fill up shoulder within 7 Reconstruct shoulder, if
days affecting 25% or more
5 f > 75 mm
of stretch. Within 30
days
Drainage
0 not discernible No Action
Repair cracks and joints
quantity of fines 1 to 2 slight / occasional Nos < 10%
Without delay.
and water expelled
Lift or jack slab within
through open 3 to 4 appreciable / Frequent 10 - 25% Inspect and repair sub-
30 days.
19 Pumping joints and cracks drainage at distressed
Nos Repair distressed sections and upstream.
pavement sections.
abundant, crack development >
Nos/100 m stretch 5 Strengthen sub-grade
25%
and sub-base. Replace
slab. Within 30 days
0-2 No discernible problem No action.
Action required to stop
Ponding on slabs Blockages observed in drains, Clean drains etc within
3 to 4 water damaging
20 Ponding due to blockage of but water flowing 7 days, Follow up
foundation within 30
drains Ponding, accumulation of water
5 -do- days.
observed

235
Table -3: Maintenance Criteria for Safety Related Items and Other Furniture Items:

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

236
 Visual Re - painting Cat-1 Defect – IRC:35-
Assessment as within 24 hours 2015
Pavement Bi- Cat-2 Defect -
Wear <70% of marking remaining per Annexure-F
Marking Annually within 2 months
of IRC:35-2015

Recommended Specification
Asset Performance Frequency of Time limit for
Level of Service (LOS) Testing Method Remedial s and
Type Parameter Measurement Rectification
measures Standards
During expected life Service Time As per Re - painting Cat-1 Defect – IRC:352015
Cement Road - Annexure-D of within 24 hours
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 Reflectivity Bi-Annually within 2 months
Speed (mcd/m2/lux)

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

237
 Up to 65 200 80

65 - 100 250 120

Above
350 150
100
Initial and Minimum Performance
for Night Visibility under wet
condition Initial and Minimum
Performance for Night Visibility
under wet condition (Retro
reflectivity):

238
 Recommended Specification
Asset Performance Frequency of Time limit for
Level of Service (LOS) Testing Method Remedial s and
Type Parameter Measurement Rectification
measures Standards
Initial 7 days Retro reflectivity: 100
mcd/m2/lux
Minimum Threshold Level: 50
mcd/m2/lux
Initial and Minimum performance for As per Within 24 hours IRC:35-2015
Skid Resistance: 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 48 hours in case of IRC:67-2012
video/image shape, in case if Mandatory
Shape and Position as per IRC:67- backup shape is Signs, Cautionary
2012. damaged. and Informatory
Shape and Signs (Single and
Daily
Road Position Signboard should be clearly visible for Relocation as per Dual post signs)
Signs the design speed of the section. requirement 15 Days in case
of Gantry /
Cantilever Sign
boards
Retro Testing of Change of 48 hours in case RC:67-2012
As per specifications in IRC:67-2012 Bi-Annually
reflectivity each signboard of Mandatory

239
 Recommended Specification s
Asset Performance Frequency of Time limit for
Level of Service (LOS) Testing Method Remedial and
Type Parameter Measurement Rectification
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/Cantilever
Sign boards
As per IRC 86:1983 depending upon Bi-Annually Use of distance Raising Kerb
Kerb Height Within 1 Month RC 86:1983
type of Kerb measuring tape Height
Kerb Daily Visual with
Functionality: Functioning of Kerb
Kerb Painting video/image Kerb Repainting Within 7-days RC 35:2015
painting as intended
backup
Reflective Numbers and Functionality as per Daily Within 2 months IRC:SP:84-
Pavement specifications in IRC:SP:84-2014 2014,
Counting New Installation
Other Markers (Roadand IRC:35-2015, unless specified IRC:352015
Road Studs) in Schedule-B.
Furniture Daily Visual with Within 15 days IRC:SP:842014
Pedestrian Functionality: Functioning of
video/image Rectification
Guardrail guardrail as intended
backup

240
 Functionality: Functioning of Safety Visual Within 7 days IRC:SP:84-
Traffic Safety Barriers as intended Daily with 2014,
Rectification
Barriers video/image IRC:119-
backup 2015
End Functionality: Functioning of End Daily Visual Within 7 days IRC:SP:842014,
Treatment ofTreatment as intended with Rectification
video/image

Recommended Specification s
Asset Performance Frequency of Time limit for
Level of Service (LOS) Testing Method Remedial and
Type Parameter Measurement Rectification
measures Standards
Traffic Safety backup IRC:1192015
Barriers
Daily Visual Within 7 days IRC:SP-2014,
Functionality: Functioning of with IRC:119-
Attenuators Rectification
Attenuators as intended video/image 2015
backup
Guard Posts Daily Visual
and Functionality: Functioning of Guard with IRC: 79 -
Rectification Within 15 days
Delineators Posts and Delineators as intended video/image 1981
backup
Daily Visual Within 15 days IRC:67-2012
Overhead Sign Overhead sign structure shall be with Rectification
Structure structurally adequate video/image
backup
Daily Visual with Within 7 days IRC:SP:842014
Traffic Functionality: Functioning of Traffic
video/image Rectification
Blinkers Blinkers as intended
backup

241
 The illumination Improvement in 24 hours IRC:SP:842014
Illumination:
level shall be Lighting System
Minimum 40 Lux illumination on the Daily
measured with
road surface
Highway luxmeter
Lights No major failure in the lighting - Rectification of 24 hours IRC:SP:842014
system Daily failure
Highway No minor failure in the lighting - Rectification of 8 hours IRC:SP:842014
Lighting system Monthly failure
System The Improvement in 24 hours IRC:SP:842014
illumination Lighting System
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 - Rectification of 8 hours IRC:SP:842014
lighting system Daily failure

Recommended Specification s
Asset Performance Frequency of Time limit for
Level of Service (LOS) Testing Method Remedial and
Type Parameter Measurement Rectification
measures Standards
Obstruction Visual with Removal of trees Immediate IRC:SP:842014
Trees and in a minimum video/image
Plantatio head-room of backup
n 5.5 m above
including carriageway No obstruction due to trees Monthly
median or
plantatio obstruction in
n visibility
of road

242
 signs

Deterioration Health of plantation shall be as per Visual with Timely watering Within 90 days IRC:SP:842014
in health of video/image and treatment.
requirement of specifications & Daily
trees and backup Or Replacement
instructions issued by Authority from of Trees and
bushes time to time Bushes.
Vegetation Visual with Removal of Trees Immediate IRC:SP
affecting video/image 84201
Sight line shall be free from
sight line and Daily backup 4
obstruction by vegetation
road
structures
Cleaning of - - Every 4 hours
- Daily
toilets
Defects in - Rectification 24 hours
Rest
electrical,
Areas
water and - Daily
sanitary
installations

243
 Recommended Specification s
Asset Performance Frequency of Time limit for
Level of Service (LOS) Testing Method Remedial and
Type Parameter Measurement Rectification
measures Standards
Other Daily - Rectification 15 days IRC:SP842014
Project Damage or deterioration in Approach Roads,
Facilities pedestrian facilities, truck lay-bys, bus-bays, bus-
and shelters, cattle crossings, Traffic Aid Posts, Medical
Approach Aid Posts and other works
roads

244
 Performance Level of Service Frequency of Recommended Remedial Time limit for Specifications
Testing Method
Asset Type Parameter (LOS) Measurement measures Rectification and Standards

Cleaning silt up soils and 15 days IRC 5-2015,

Inspection by Bridge debris in culvert barrel before onset
Free IRC
85% of 2 times in a Engineer as per IRC after rainy season, removal
waterway/ of monsoon SP:401993
culvert normal year (before SP: 35-1990 and of bushes and vegetation,
unobstructed and within and
flow area to and after recording of depth of U/s of barrel, under barrel
flow 30 days after IRC
available. rainy season) silting and area of and D/s of barrel before
section end of rainy SP:132
vegetation. rainy season. season. 004
Physical inspection 30 days or
Leak-proof of expansion joints before onset
Pipe/box/slab No leakage IRC SP:40-
expansion as per IRC SP: Fixing with sealant of rains
culverts through Bi-Annually 1993 and IRC
joints if 351990 if any, for suitably whichever
expansion joints leakage strains on SP:69-2011
any comes
walls at joints. earlier

Detailed inspection of IRC SP

Spalling of Bi-Annually Repairs to spalling,
all components of 401993
Structurally concrete not cracking, delamination,
culvert as per IRC 15 days and
sound more than 0.25 rusting shall be followed
SP:35-1990 and MORTH
sqm as per IRC:SP:40-1993.
recording the Specifications

245
 defects clause
Delamination of 2800
concrete not more
than 0.25 sq.m.

Cracks wider
than 0.3 mm not
more than 1m
aggregate length

246
 Damaged of rough 30 days
stone apron or after defect
bank revetment observation
2 times in a
Protection not more than 3 or 2 weeks
year (before IRC: SP 401993
works in sqm, damage to Condition survey as Repairs to damaged before onset
and after and
good solid apron per IRC SP:35-1990 aprons and pitching of rainy
rainy IRC:SP:132004.
condition (concrete apron) season
season)
not more than 1 whichever is
sqm earlier.

Bridges including Riding

No pothole
ROBs Flyover etc.quality or MORT&H
in wearing Visual inspection as Repairs to BC or wearing
as applicable user Daily 15 days Specification
coat on bridge per IRC SP:35-1990 coat
comfort 2811
deck
Repairs to BC on either
side of expansion joints, MORT&H
Visual inspection as profile correction course Specification
Bridge -Super Bumps No bump at
Daily per IRC SP:35- on approach slab in case 15 days 3004.2
Structure expansion joint
1990 of settlement to approach &
embankment 2811.

247
 User safety
(condition
No damaged or Visual inspection and IRC: 5-1998,
of
missing stretch of detailed condition Repairs and replacement IRC SP: 842014
cras
crash barrier or Daily survey as per IRC of safety barriers as the 3days and
h
pedestrian SP: 35- case may be IRC SP:
barrier
hand railing 1990. 401993.
and guard
rail)

Rusted All the corroded

reinforcementNot more than reinforcement shall need
0.25 sq.m to be thoroughly cleaned
Detailed condition IRC SP:
from rusting and applied
Spalling of Not more than survey as per IRC 401993 and
with anti-corrosive
concrete 0.50 sq.m SP: 35-1990 using 15 days MORTH
coating before carrying
Mobile Bridge Specification
Bi- out the repairs to affected
Inspection Unit 1600.
Not more than Annually concrete portion with
Delamination
0.50 sq.m epoxy mortar / concrete.

Grouting with epoxy

Detailed condition mortar, investigating IRC SP: 401993
Cracks survey as per IRC causes for cracks and
Not more than
wider than Bi-Annually SP: 35-1990 using development and carry 48 Hours MORTH
1m total length
0.30 mm Mobile Bridge out necessary Specification
Inspection Unit rehabilitation. 2800.

248
 Detailed condition
Rainwater Grouting of deck slab at
survey as per IRC MORTH
seepage leakage areas,
Leakage - nil Quarterly SP: 35-1990 using 1 months specifications
through deck waterproofing, repairs to
Mobile Bridge 2600 & 2700.
slab drainage spouts
Inspection Unit

Carry out major

Deflection Within design Once in rehabilitation works on IRC SP:
Load test method 6 months
due to limits. every 10 bridge to retain original 511999.
permanent years for design loads capacity
loads and spans more

live loads than 40 m

249
 Once in of super
every 5 years
for spans
Vibrations
Frequency of more than
in bridge Laser displacement
vibrations shall 30m and Strengthening AASHTO LRFD
deck due to sensors or laser 4 months
not be more than every 10 structure specifications
moving vibro-meters
5 Hz years for
trucks
spans
between 15
to 30 m
No damage to seal in
elastomeric
sealant
compound in
strip seal Detailed condition
MORTH
Leakage in expansion joint, survey as per IRC
Replace of specifications
Expansion no leakage of rain Bi-Annually SP:35-1990 using
expansion joint
15 days
2600 and IRC
joints water through Mobile Bridge
SP: 40-1993.
expansion joint in Inspection Unit
case of buried and
asphalt plug and
copper strip joint.

Debris and No dust or Detailed condition MORTH

dust in debris in survey as per IRC Cleaning of expansion specifications
Monthly 3 days
strip seal expansion joint SP:35-1990 using joint gaps thoroughly 2600 and

250
 expansion joint gap. Mobile Bridge IRC SP:
Inspection Unit 401993.

No down take Cleaning of drainage

pipe spouts thoroughly.
missing/broken Replacement of
below soffit of Detailed condition missing/broken down
the deck slab. No survey as per IRC take pipes with a MORTH
Drainage
silt, debris, Monthly SP: 35-1990 using minimum pipe extension 3 days specification
spouts
clogging of Mobile Bridge of 500mm below soffit of 2700.
Inspection Unit slab. Providing sealant
drainage spout
around the drainage
collection
spout if any leakages
chamber.
observed.
All the corroded
reinforcement shall need
to be thoroughly cleaned
from rusting and applied
Detailed condition IRC SP:
No cracks, with anti-corrosive
Cracks/spalling survey as per IRC 401993 and
Bridge spalling of coating before carrying
of concrete/ Bi-Annually SP: 35-1990 using 30 days MORTH
substructure concrete and out repairs to
rusted steel Mobile Bridge specification
rusted steel substructure by
Inspection Unit 2800.
grouting/guniting and
micro concreting
depending on type of
defect noticed

251
 Delamination of
bearing
reinforcement not In case of failure of even
more one bearing on any
Detailed condition
than 5%, pier/abutment, all the MORTH
survey as per IRC
cracking or tearing bearings on that specification
Bearings Bi-Annually SP: 35-1990 using 3 months
of rubber not pier/abutment shall be 2810 and IRC
Mobile Bridge
more than 2 replaced, in order to get SP: 40-199.
Inspection Unit
locations per uniform load transfer on to
side, no rupture of bearings.
reinforcement or
rubber
Condition survey
and visual
inspection as per
IRC SP:35-1990
using Mobile Bridge IRC SP:40-
Scouring shall not
Inspection 1993,
Scouring be lower than Suitable protection works
Bridge IRC 83-2014,
around maximum scour Bi-Annually Unit. around 1 month
Foundations MORTH
foundations level for the In case of doubt, pier/abutment
bridge use Underwater specification
2500
camera for
inspection of deep
wells in major
Rivers.

252
 Damaged of rough 2 times in a 30 days
stone apron or year after defect
bank revetment (before and observation
Protection not more than 3 after rainy or 2 IRC: SP 40-
Condition survey as
works in sq.m, damage to season) Repairs to damaged weeks 1993 and
per IRC SP:35-
good solid apron aprons and pitching. before IRC:SP:13-
1990
condition (concrete onset of 2004.
apron) not more rainy season
than 1 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.

253
Table 4: Maintenance Criteria for Structures and Culverts:

254
 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.
A. Flexible Pavement
Time limit for repair/
Nature of Defect or deficiency
rectification
(b) Granular earth shoulders, side slopes, drains and culverts
(i) 7 (seven) days
Variation by more than 1 % in the prescribed slope
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) 30 (thirty) days

Variation by more than 15% in the prescribed side
(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

Damage to shape or position, poor visibility or

(i) 48 (forty eight) hours
loss of retro- reflectivity

Painting of km stone, railing, parapets, crash As and when required/ Once

(ii)
barriers every year

Damaged/missing signs road requiring

(iii) 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

256
 Time limit for repair/
Nature of Defect or deficiency
rectification
Obstruction in a minimum head- room of 5 m
(i) above carriageway or obstruction in visibility of 24 (twenty four)hours
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

Removal of vegetation affecting sight line and road
(v) 15 (fifteen) days
structures
(f) Rest area
(i) Cleaning of toilets Every 4 (four) hours

(ii) Defects in electrical, water and sanitary installations 24 (twenty four) hours

(g) [Toll Plaza]

(h) Other Project Facilities and Approach roads

Damage in approach roads, pedestrian facilities,

truck lay- byes, bus-bays, bus-shelters, cattle
(i) 15 (fifteen) days
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

Temporary measures within 48 (forty eight) hours
Permanent measures within 15 (fifteen) days or as
specified by the Authority’s
Engineer

(b) Foundations
 Time limit for repair/
Nature of Defect or deficiency
rectification

(i) Scouring and/or cavitation 15 (fifteen) days

(c) Piers, abutments, return walls and wing walls

(i) Cracks and damages including settlement and tilting, 30 (thirty) days
spalling, scaling
(d) Bearings (metallic) of bridges
(i) Deformation, damages, tilting or shifting of bearings
15 (fifteen) days Greasing
of metallic bearings once in
a year

(e) Joints
(i) Malfunctioning of joints 15 (fifteen) days

(f) Other items

(i) Deforming of pads in elastomeric bearings 7 (seven) days

(ii) Gathering of dirt in bearings and joints; or clogging 3 (three) days
of spouts, weep holes and vent-holes
(iii) Damage or deterioration in kerbs, parapets, 3 (three) days (immediately
handrails and crash barriers within 24 hours if posing
danger to safety)
(iv) Rain-cuts or erosion of banks of the side slopes of 7 (seven) days
approaches

(v) Damage to wearing coat 15 (fifteen) days

(vi) Damage or deterioration in approach slabs, pitching, 30 (thirty) days

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

258
 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.]
 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 and conservation shall have
been procured by the Authority in accordance with the provisions of this Agreement.

260
 Schedule–G

(See Clauses 7.1 and 19.2)

Annex I

(See Clause 7.1)

Form of Bank Guarantee

[Performance Security/Additional Performance Security]

[DG(RD)&SS,

Ministry of Road Transport & Highways Transport Bhawan, New Delhi] WHEREAS:

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

“Contractor") and [name and address of the authority], (hereinafter called the “Authority”) have
entered into an agreement (hereinafter called the “Agreement”) for the construction of the *****
section of [National Highway No. **] 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 [General Manager in
the National Highways Authority of India], that the Contractor has committed default in the due
and faithful performance of all or any of its obligations under and in accordance with the
Agreement shall be conclusive, final and binding on the Bank. The Bank further agrees that the
Authority shall be the sole judge as to whether the Contractor is in default in due and faithful
performance of its obligations during and under the Agreement and its decision that the
Contractor is in default shall be final and binding on the Bank, notwithstanding any differences
between the Authority and the Contractor, or any dispute between them pending before any court,
tribunal, arbitrators or any other authority or body, or by the discharge of the Contractor for any
reason whatsoever.
3. In order to give effect to this Guarantee, the Authority shall be entitled to act as if the Bank were
the principal debtor and any change in the constitution of the Contractor and/or the Bank,
whether by their absorption with any other body or corporation or otherwise, shall not in any way
or manner affect the liability or obligation of the Bank under this Guarantee.
4. It shall not be necessary, and the Bank hereby waives any necessity, for the Authority to proceed
against the Contractor before presenting to the Bank its demand under this Guarantee.
5. The Authority shall have the liberty, without affecting in any manner the liability of the Bank
under this Guarantee, to vary at any time, the terms and conditions of the Agreement or to extend
the time or period for the compliance with, fulfilment and/ or performance of all or any of the
obligations of the Contractor contained in the Agreement or to postpone for any time, and from
time to time, any of the rights and powers exercisable by the Authority against the Contractor, and
either to enforce or forbear from enforcing any of the terms and conditions contained in the
Agreement and/or the securities available to the Authority, and the Bank shall not be released
from its liability and obligation under these presents by any exercise by the Authority of the
liberty with reference to the matters aforesaid or by reason of time being given to the Contractor
or any other forbearance, indulgence, act or omission on the part of the Authority or of any other
matter or thing whatsoever which under any law relating to sureties and guarantors would but for
this provision have the effect of releasing the Bank from its liability and obligation under this
Guarantee and the Bank hereby waives all of its rights under any such law.
6. This Guarantee is in addition to and not in substitution of any other guarantee or security now or
which may hereafter be held by the Authority in respect of or relating to the Agreement or for the
fulfilment, compliance and/or performance of all or any of the obligations of the Contractor under
the Agreement.
7. Notwithstanding anything contained hereinbefore, the liability of the Bank under this Guarantee is
restricted to the Guarantee Amount and this Guarantee will remain in force for the period
specified in paragraph 8 below and unless a demand or claim in writing is made by the Authority
on the Bank under this Guarantee all rights of the Authority under this Guarantee shall be
forfeited and the Bank shall 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 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 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 to have been duly authorised to
receive such notice and to effect payment thereof forthwith, and if sent by post it shall be deemed
to have been given at the time when it ought to have been delivered in due course of post and in
proving such notice, when given by post, it shall be sufficient to prove that the envelope containing
the notice was posted and a certificate signed by an officer of the Authority that the envelope was
so posted shall be conclusive.
11. This Guarantee shall come into force with immediate effect and shall remain in force and effect for
up to the date specified in paragraph 8 above or until it is released earlier by the Authority
pursuant to the provisions of the Agreement.
Signed and sealed this ………. day of ……….., 20……… at ……….. SIGNED, SEALED AND
DELIVERED

For and on behalf of the Bank by:

(Signature)

(Name)

(Designation)

262
(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 accordance with Clause 7.2 of the
Agreement).
 Annex II

(Schedule-G)

(See Clause 19.2)

Form for Guarantee for Advance Payment

[DG(RD)&SS,

Ministry of Road Transport & Highways Transport Bhawan, New Delhi] WHEREAS:

(A) [name and address of contractor] (hereinafter called the “Contractor") has executed an agreement
(hereinafter called the “Agreement”) with the [name and address of the authority], (hereinafter
called the “Authority”) for the construction of the ***** section of [National Highway No. **] 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 instalments 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
instalment to remain effective till the complete and full repayment of the instalment of the
Advance Payment as security for compliance with its obligations in accordance with the
Agreement. The amount of {first/second} instalment of the Advance Payment is Rs. ------ cr.
(Rupees ------ crore) and the amount of this Guarantee is Rs. ------- cr. (Rupees ------ crore) (the
“Guarantee Amount”)$.

(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 Authority, upon its mere first written
demand, and without any

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

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, under the hand of an officer not below the rank of [General Manager in
the National Highways Authority of India], that the Contractor has committed default in the due
and faithful performance of all or any of its obligations for the repayment of the instalment of the
264
 Advance Payment under and in accordance with the Agreement shall be conclusive, final and
binding on the Bank. The Bank further agrees that the Authority shall be the sole judge as to
whether the Contractor is in default in due and faithful performance of its obligations during and
under the Agreement and its decision that the Contractor is in default shall be final and binding on
the Bank, notwithstanding any differences between the Authority and the Contractor, or any
dispute between them pending before any court, tribunal, arbitrators or any other authority or
body, or by the discharge of the Contractor for any reason whatsoever.
2. In order to give effect to this Guarantee, the Authority shall be entitled to act as if the Bank were
the principal debtor and any change in the constitution of the Contractor and/or the Bank,
whether by their absorption with any other body or corporation or otherwise, shall not in any way
or manner affect the liability or obligation of the Bank under this Guarantee.
3. It shall not be necessary, and the Bank hereby waives any necessity, for the Authority to proceed
against the Contractor before presenting to the Bank its demand under this Guarantee.
4. The Authority shall have the liberty, without affecting in any manner the liability of the Bank
under this Guarantee, to vary at any time, the terms and conditions of the Advance Payment or to
extend the time or period of its repayment or to postpone for any time, and from time to time, any
of the rights and powers exercisable by the Authority against the Contractor, and either to enforce
or forbear from enforcing any of the terms and conditions contained in the Agreement and/or the
securities available to the Authority, and the Bank shall not be released from its liability and
obligation under these presents by any exercise by the Authority of the liberty with reference to
the matters aforesaid or by reason of time being given to the Contractor or any other forbearance,
indulgence, act or omission on the part of the Authority or of any other matter or thing
whatsoever which under any law relating to sureties and guarantors would but for this provision
have the effect of releasing the Bank from its liability and obligation under this Guarantee and the
Bank hereby waives all of its rights under any such law.
5. This Guarantee is in addition to and not in substitution of any other guarantee or security now or
which may hereafter be held by the Authority in respect of or relating to the Advance Payment.
6. Notwithstanding anything contained hereinbefore, the liability of the Bank under this Guarantee is
restricted to the Guarantee Amount and this Guarantee will remain in force for the period
specified in paragraph 8 below and unless a demand or claim in writing is made by the Authority
on the Bank under this Guarantee all rights of the Authority under this Guarantee shall be forfeited
and the Bank shall 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 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 to have been duly authorised to
receive such notice and to effect payment thereof forthwith, and if sent by post it shall be deemed
to have been given at the time when it ought to have been delivered in due course of post and in
proving such notice, when given by post, it shall be sufficient to prove that the envelope containing
 the notice was posted and a certificate signed by an officer of the Authority that the envelope was
so posted shall be conclusive.
10. This Guarantee shall come into force with immediate effect and shall remain in force and effect up
to the date specified in paragraph 8 above or until it is released earlier by the Authority pursuant
to the provisions of the Agreement.

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).

(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.

266
 Schedule-H

(See Clause 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 Highway
shall be as specified below:
Item Weightage in Stage for Payment Percentage
Percentage to weightage
the Contract
Price
1 2 3 4
I. Road 41.21% A- Widening and strengthening of existing
works road
including (1)Earthwork up to top of the embankment [**]
culverts, (2)Sub-Grade
widening (3)Sub-Base Course [**]
and repair of (4)Non Bituminous Base Course [**]
culverts. (5)Bituminous Base Course [**]
(6)Wearing Coat [**]
(7)Widening and repair of culverts [**]

B.1- Reconstruction/ New realignment/

bypass (Flexible pavement)

(1)Earthwork up to top of the embankment 11.50%

(2)Sub-Grade 0.75%
(3)Sub Base Course 3.31%
(4)Non-Bituminous Base Course* [**]
(5)Bituminous Base Course 2.37%
(6)Wearing Coat 1.91%

B.2- Reconstruction/ New realignment/

bypass (Rigid Pavement/ ILCB)

(1)Earthwork up to top of the embankment 9.44%

(2)Sub-Grade 0.56%
(3)Sub Base Course 3.07%
(4)Dry Lean Concrete (DLC)Course [**]
(5)Pavement Quality Control (PQC) Course / ILCB 4.70%

C.1- Reconstruction/ New service road

(Flexible pavement)

(1)Earthwork up to top of the embankment [**]

(2)Sub-Grade
Item Weightage in Stage for Payment Percentage
percentage to weightage
the Contract
Price
1 2 3 4
(3)Sub Base Course [**]
(4)Non-Bituminous Base Course* [**]
(5)Bituminous Base Course [**]
(6)Wearing Coat [**]
C.2-Reconstruction/New Service road (Rigid
Pavement)

(1)Earthwork up to top of the embankment [**]

(2)Sub-Grade
(3)Sub Base Course [**]
(4)Dry Lean Concrete(DLC) Course [**]
(5)Pavement Quality Control (PQC) Course [**]

D-Re-Construction and New culverts on existing

road, realignments, bypasses:
Culverts (length < 6m) 3.60%

II. Minor 6.44% A.1-Widening and Repair of Minor bridges

Bridges/ (length > 6m and <60m)
Underpasses
/Overpasses Minor bridges

(1)Foundation: On completion of the foundation work [**]

Of abutments and piers
(2)Sub-structure: On completion of abutments and [**]
piers with abutment/pier cap.

(3) Super-structure: On completion of the super- [**]

Structure in all respects including wearing coat,
bearings, expansion joints, hand rails, crash barriers,
road signs and markings, tests on completion etc.
complete in all respect.

(4)Approaches: On completion of approaches [**]

including Wing walls/ return walls, Retaining walls,
stone pitching, protection works for floor,
embankment slope, etc. complete in all respect and fit
for use.
A.2-New Minor bridges (length>6and<60
m.)

(1)Foundation: On completion of the foundation 1.13%

work of abutments and piers
(2) Sub–structure: On completion of abutments and 1.41%
piers with abutment/pier cap.

268
Item Weightage in Stage for Payment Percentage
percentage to weightage
the Contract
Price
1 2 3 4
(3) Super-structure: On completion of the 3.32%
super-structure upto deck slab including bearings.

(4) Miscellaneous Works : On completion of wearing 0.11%

coat, expansion joint, crash barrier, railings, protection
works and any remaining work associated to bridge
including tests on bridge.

(5) Approaches: On completion of approaches 0.47%

including wing walls/ return walls, Retaining walls,
stone pitching, protection works for floor,
embankment slope etc. complete in all respect
and fit for use.

(6)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 [**]

B.2-New underpasses/ overpasses

(1)Foundation: On completion of the foundation [**]

work of abutments and piers
(2) Sub–structure: On completion of abutments and
piers with abutment/pier cap.

(3) Super-structure: On completion of the [**]

super-structure upto deck slab including bearing.

(4) Miscellaneous Works : On completion of

wearing coat, expansion joint, crash barrier, railings
and any remaining work associated to
bridge including tests on bridge

(5) Approaches: On completion of approaches [**]

including Wing walls/ Return walls, Retaining walls/
Reinforced Earth walls, stone pitching, protection
works complete in all respect and fit for use.
Item Weightage in Stage for Payment Percentage
percentage to weightage
the Contract
Price
1 2 3 4
III. Major 3.56% A.1-Widening and repairs of Major Bridges
Bridge (lengt
h >60 m.) (1)Foundation [**]
works and i)Pile Foundation
ROB/RUB/ ii)Open Foundation
elevated (2)Sub-structure [**]
sections/flyo (3)Super-structure(including bearings) [**]
vers (4)Wearing Coat including expansion joints [**]
including (5) Miscellaneous Items like hand rails, crash [**]
viaducts, if barriers, 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 for floor,
embankment slope etc.)

A.2- New Major Bridges

(1)Foundation

(i)Well Foundation

(ii)Pile Foundation

(iii)Open Foundation 0.63%

(2)Sub-structure 0.42%

(3)Super-structure(including bearings) 1.84%

(4)Wearing Coat including expansion joints 0.04%

(5)Miscellaneous Items(like hand rails, crash 0.02%

barriers, road markings etc.)

(6)Wing walls/return walls 0.36%

(7)Guide Bunds, River Training works etc.

(8)Approaches(including Retaining walls, stone 0.26%

pitching and protection works for floor,
embankment slope, etc.)

B.1- Widening and repair of

(a)ROB
(b)RUB

270
Item Weightage in Stage for Payment Percentage
percentage to weightage
the Contract
Price
1 2 3 4
(1)Foundation [**]
i)Pile Foundation
ii)Open Foundation
(2)Sub-structure [**]
(3)Super-structure(including bearings) [**]
(4)Wearing Coat:(a) in case of ROB-wearing coat [**]
including expansion joints complete in all respects as
specified and (b)in case of RUB-rigid pavement under
RUB including drainage facility complete in all
respects as specified.

(5) Miscellaneous Items (like hand rails, crash [**]

barriers, road 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 [**]
(i)Well Foundation
(ii)Pile Foundation
(iii)Open Foundation
(2)Sub-structure [**]
(3)Super-structure(including bearings) [**]
(4)Wearing Coat:(a)in case of ROB-wearing coat [**]
including expansion joints complete in all respects as
specified and (b)in case of RUB-rigid pavement under
RUB including drainage facility complete in all
respects as specified.
(5) Miscellaneous Items like hand rails, crash [**]
barriers, road markings etc.)
(6)Wing walls/return walls [**]
(7) Approaches (including Retaining [**]
walls/Reinforced Earth wall, stone pitching and
protection works)

C.1- Widening and repair of Elevated

Section/Flyovers/Grade Separators

(1)Foundation [**]
i)Pile Foundation
ii)Open Foundation
(2)Sub-structure [**]
Item Weightage in Stage for Payment Percentage
percentage to weightage
the Contract
Price
1 2 3 4
(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/ Grade

Separators

(1)Foundation [**]
(i)Well Foundation
(ii)Pile Foundation
(iii)Open 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)

IV. Other 48.79% (i) Toll Plaza [**]

works
(ii) Road side drains [**]
(a)Drain 3.97%
(b)Cover Slab
(iii) Road signs, markings, km stones, safety 0.46%

devices etc.
(iv) Overhead gantry mounted signs 0.02%
(v) Project facilities [**]
(a)Bus Bays
(b)Truck lay-byes
(c)Rest areas
(d)others

(vi) Road side plantation [**]

272
Item Weightage in Stage for Payment Percentage
percentage to weightage
the Contract
Price
1 2 3 4
(vii)Protection works# other than approaches to [**]
The bridges, elevated sections/flyovers/grade
separators and ROBs/RUBs.
(a)Crash Barrier 1.62%
(b)Retaining Wall 11.86%
(c)Breast Wall 24.24%
(d) Parapet Wall 0.43%
(e) Turfing 0.09%
(f) Utility Duct 6.10%
(viii)Safety and traffic management during [**]
construction

*Note- In case of CTB and AIL layer, this stage may be modified suitably to permit separate
weightages for each of these layers.

#Note –For specific type of protection work detailed stages can be included
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 Percentage Payment Procedure
weightage
A-Widening and
strengthening of Unit of measurement is linear length. Payment of
existing road [**] each stage shall be made on pro rata basis on
(1)Earthwork up to top of completion of a stage in a length of not less than
the embankment 10 (ten) percent of the total length or 500m
whichever is less

(2)Sub-Grade [**]
(3)Sub-Base Course [**]

(4)Non Bituminous Base [**]

Course*

(5)Bituminous Base [**]

Course

(6)Wearing Coat [**]

(7)Widening and repair of [**] Cost of completed culverts shall be determined
culverts Pro rata basis with respect to the total no. of
culverts. The payment shall be made on the
Stage of Payment Percentage Payment Procedure
weightage
Completion of atleast one culvert. 75% of the
cost will be payable on completion of box/
abutments and slab/pipe and head wall. Remaining
25% will become payable on completion of
protection works including return/ wing walls and
any other work associated with culverts.

B.1- Unit of measurement is linear length. Payment

Reconstruction/New Of each stage shall be made on pro rata basis on
realignment/bypass completion of a stage in full length or 500 m
(Flexible pavement) length, whichever is less.
11.50%
(1)Earthwork up to top of
the embankment

(2) Sub-Grade 0.75%

(3)Sub Base Course 3.31%
(4)Non-Bituminous Base [**]
Course*
(5)Bituminous Base Course [2.37%]
(6)Wearing Coat [1.91%]

B.2-Reconstruction/New Unit of measurement is linear length. Payment

realignment/bypass Of each stage shall be made on pro rata basis on
(Rigid pavement) completion of a stage in full length or 500m length,
(1)Earthwork up to top of 9.44% whichever is less.
the embankment
(2)Sub-Grade 0.56%
(3)Sub Base Course 3.07%
(4)Dry Lean Concrete (DLC)
Course
(5)Pavement Quality 4.70%
Control (PQC )Course

C.1-Reconstruction/New [**] Unit of measurement is linear length. Payment

Service road (Flexible Of each stage shall be made on pro rata basis on
pavement) completion of a stage in full length or 500m
(1)Earthwork up to top of length, whichever is less.
the embankment
(2)Sub-Grade [**]
(3)Sub Base Course [**]
(4)Non-Bituminous Base [**]
Course*
(5)Bituminous Base Course [**]
(6)Wearing Coat
C.2-Reconstruction/New [**] Unit of measurement is linear length. Payment
Service road (Rigid Of each stage shall be made on pro rata basis on
pavement) completion of a stage in full length or 500m
(1)Earthwork up to top of

274
Stage of Payment Percentage Payment Procedure
weightage
the embankment length, whichever is less.
(2)Sub-Grade [**]
(3)Sub Base Course [**]
(4)Dry Lean Concrete (DLC) [**]
Course
(5)Pavement Quality [**]
Control (PQC )Course

D-Re-Construction and Cost of each culvert shall be determined on pro

New culverts on existing rata basis with respect to the total number of
road, realignments, culverts. Payment shall be made on the
bypasses: completion of atleast one culvert. 75% of the cost
will be payable on completion of box/
(1)Culverts(length <6m) 3.60% abutments and slab/pipe and head wall. Remaining
25% will become payable on
completion of protection works including return/
wing walls and any other work associated with
culverts.

*Note- In case of CTB and AIL layer, this stage may be modified suitably to permit separate
weightages for each of these layers.

@. For example, if the total length of bituminous work to be done is 100km, 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
Stage of Payment Weightage Payment Procedure
1 2 3
A.1-Widening and [**]
repair of minor bridges Cost of each minor bridge shall be determined on
(length >6m and < pro rata basis with respect to the total linear
60m) length (m)of the minor bridges.
(i) Foundation: On [**] (i) Foundation: Payment against foundation
completion of the shall be made on pro-rata basis on completion of
foundation work of a stage i.e completion of atleast two
abutments and piers foundations of each bridge.
In case where load testing is specified for
foundation, the trigger of first payment shall
include load testing also.

(ii)Sub –structure: [**] (ii)Sub-structure–Payment shall be made

On pro-rata basis on completion of stage i.e.
completion of atleast one sub-structure upto
abutment/ pier cap level of each bridge.

(iii) Super-structure: [**]

On completion of the super-
structure in all respects (iii)Super-structure:
including wearing coat Payment shall be made on pro-rata basis on
,bearings, expansion joints, completion of a stage i.e., completion of super-
hand rails, crash barriers, structure of atleast one span in all respects as
road signs & markings, tests specified in the column of "Stage of Payment" in
on completion etc. complete this sub-clause.
in all respect.

(iv) Approaches: On [**]

completion of approaches (iv) Approaches: Payment shall be made on pro-
including Retaining walls, rata basis on completion of a stage i.e. completion
stone pitching, protection of approaches including wing walls/ return
works for floor, walls, retaining walls, stone pitching in all respect
embankment slope etc. as specified in the column of “Stage of Payment”
complete in all respect and in this sub- clause for each bridge.
fit for use.
A.2-New minor bridges Cost of each minor bridge shall be determined
on pro rata basis with respect to the total linear
(i) Foundation: On 1.13% length (m) of the minor bridges.
completion of the
foundation work of (i) Foundation: Payment against foundation
abutments and piers. shall be made on pro-rata basis on completion of
a stage completion of atleast two foundations of
each bridge.

In case where load testing is specified for

foundation, the trigger of first payment shall
include load testing also.

276
Stage of Payment Weightage Payment Procedure
1 2 3
(ii)Sub –structure: 1.41% (ii)Sub-structure–Payment shall be made
On pro-rata basis on completion of stage i.e.
completion of atleast one sub-structure upto
abutment/ pier cap level of each bridge.

(iii) Super-structure: 3.32 (iii)Super-structure:

On completion of the super- Payment shall be made on pro-rata basis on
structure upto deck slab completion of a stage i.e., completion of super-
including bearings. structure of at least one span upto deck slab
including bearing as specified in the column of
"Stage of Payment" in this sub- clause.

If pre-cast girders/ segments are used, interim

payments shall be made at 75% of the cost of that
element, as derived from MoRTH Data Book,
applicable SOR of State PWD on Base Date with
tender discount/premium applied thereon.

(iv)Miscellaneous Works: 0.11% (iv)Miscellaneous Works: Payment shall be

made on pro-rata basis on completion of a stage
i.e. completion of wearing coat,
expansion joint, crash barrier, railing,
protection works, drainage and any other
remaining work associated to bridge including
tests on bridge for each bridge
v) Approaches: On 0.47% (v) Approaches: Payment shall be made on
completion of approaches pro-rata basis on completion of a stage i.e.
including Retaining walls, completion of approaches including wing
stone pitching, protection walls/ return walls, retaining walls, stone
works for floor, pitching in all respect as specified in the column
embankment slope etc. of “Stage of Payment” in this sub- clause for each
complete in all respect and bridge.
fit for use.

(vi) Guide Bunds and [**] (vi)Guide Bunds and River Training Works:
River Training Works: Payment shall be made on pro-rata basis on
On completion of Guide completion of a stage i.e. completion of Guide
Bunds and river Training Bunds and River training Works in all respects
Works complete in all as specified for each bridge.
respects
B.1- Widening and repair [**] Cost of each underpass/overpass shall be
of underpasses/ Determined on pro rata basis with respect to the
overpasses 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/ [**] Cost of each Underpass/Overpass shall be
Stage of Payment Weightage Payment Procedure
1 2 3
Overpasses: Determined on pro rata basis with respect to
(i) Foundation On the total linear length (m) of the
completion of the Underpasses/Overpasses.
Foundation work including
foundations, of abutments (i) Foundation: Payment against foundation
and piers shall be made on pro-rata basis on completion of
a stage i.e. completion of foundation(s)of each
underpass/overpass.

In case where load testing is specified for

foundation, the trigger of first payment shall
include load testing also.

(ii)Sub-structure: [**] (ii)Sub-structure: Payment shall be made on

pro-rata basis on completion of stage i.e.
completion of atleast one sub-structure upto
abutment/ pier cap level of each bridge.
(iii) Super-structure: [**] (iii)Super-structure:
On completion of the super-
structure upto deck slab, Payment shall be made on pro-rata basis on
completion of a stage' i.e. completion of super-
structure of at least one span upto deck slab
including bearing as specified in the column of
"Stage of Payment" in this sub- clause:

If pre-cast girders/ segments are used, interim

payments shall be made at 75% of the cost of that
element, as derived from MoRTH Data Book,
applicable SOR of State PWD on Base Date with
tender discount/premium applied thereon.

(iv)Miscellaneous Works: [**] (iv) Miscellaneous Works: Payment shall be

made on pro-rata basis on completion of a stage
i.e. completion of wearing coat, expansion joint,
crash barrier, railing, protection works and any
other remaining work associated to bridge
including tests on bridge for each bridge.

v) Approaches: On [**] (v) Approaches: Payment shall be made on

completion of approaches pro-rata basis on completion of a stage i.e.
including wing wall/ return completion of approaches including wing
wall, Retaining walls/ wall/return wall, retaining walls, Reinforced
Reinforced Earth walls, Earth walls, stone pitching, protection works
stone pitching, protection complete in all respect for each bridge.
works complete in all
respect and fit for use.

278
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

Stage of Payment Weightage Payment Procedure

1 2 3
A.1-Widening and repairs [**] Cost of each Major Bridge shall be
Of Major Bridges determined on pro rata basis with
(1)Foundation respect to the total linear length (m) of
the Major Bridges.

(1) Foundation: Payment against

foundation shall be made on pro-rata
basis on completion of a stage i.e.
completion of atleast one foundation of
each of the major Bridge as specified
herein under.

(i) Pile Foundation (i)Pile Foundation

(a) Piling – On (a) Piling: Payment of 70% shall be

completion of pile upto made on completion of piling upto
bottom of pile cap bottom of pile cap for each pile on
prorate basis.

(b)Pile Cap :Payment of 30% on pro-

(b)Pile Cap :On rata basis shall be made on completion
completion of pile cap of pile cap.

In case where load testing is required

for foundation, the trigger of first
payment shall include load testing also
where specified.

(ii) Open Foundation (ii)Open Foundation: Payment shall

be made on completion of a stage i.e. on
completion of atleast one foundation.

(2)Sub-structure [**] (2) Sub-Structure:. Payment against

Sub-structure shall be made on pro- rata
basis on completion of a stage
i.e. completion of atleast one sub-
structure of abutments/piers upto
abutment/pier cap level of each of
Stage of Payment Weightage Payment Procedure
1 2 3
the major bridge.

(3) Super-structure [**] (3)Super-structure:

(including bearings)
Payment shall be made on pro rata
basis on completion of a stage i.e.
completion of superstructure upto deck
slab including bearings of at least one
span as specified herein under:

If pre-cast RCC/PSC/ Steel girders/

segments are used, interim payments
shall be made at 75% of the cost of that
element, as derived from MoRTH Data
Book, applicable SOR of State PWD on
Base Date with tender
discount/premium applied thereon.

(4)Wearing Coat including [**] (4) Wearing Coat: Payment shall be

expansion joints made on completion of wearing coat
including expansion joints complete in
all respects as specified for each major
bridge.

(5)Miscellaneous Items like [**] (5) Miscellaneous: Payments shall be

hand rails, crash barriers, made on completion of all miscellaneous
road markings etc. works like hand rails, crash barriers,
road markings etc. complete in all
respects as specified for each major
bridge.

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

Payments shall be made on completion
of all wing walls/return walls complete
in all respects as specified for each
major bridge.

(7) Guide Bunds, River [**] (7) Guide Bunds, River Training
Training works etc. works: Payments shall be made on
completion of all guide bunds/river
training works etc. complete in all
respects as specified for each major
bridge.

(8) Approaches (including [**] (8) Approaches: Payments shall be

Retaining walls, stone made on completion of both
pitching and protection approaches including stone pitching,
works) protection works, etc. complete in

280
Stage of Payment Weightage Payment Procedure
1 2 3
all respects as specified for each
major bridge.
A.2-New Major Bridges Cost of each Major Bridge shall be
determined on pro rata basis with
respect to the total linear length (m) of
the Major Bridge.

(1)Foundation (1) Foundation: Payment against

foundation shall be made on pro-rata
basis on completion of a stage i.e.
completion of atleast one foundation of
each of the major Bridge as specified
herein under:
(i)Well Foundation (i)Well Foundation

(a) On completion of (a) Cutting Edge + Well Curb:

Cutting Edge + Well Curb Payment of 10% shall be made on
completion of a stage i.e. completion of
cutting edge + well curb.

(b)Well steining : Payment of 65% shall

be made on completion of well steining
(b)Wellsteining :On upto bottom of well cap. The payment
completion of well steining stage shall be further sub-divided on
upto bottom of well cap. pro-rata basis i.e. (i) on completion upto
10m and (ii)on completion of each
subsequent 5m or part thereof.

(c) Bottom plug +top plug (if

provisioned as per design)+ well cap:
Payment of 25% shall be made on
completion of a stage i.e. completion of
bottom plug, backfill, top plug and well
(c) On completion of cap.
bottomplug +topplug(if
(ii)Pile Foundation (ii)Pile Foundation

(a) Piling–On completion of (a) Piling: Payment of 70% shall be

pile upto bottom of pile cap made on completion of piling upto
bottom of pile cap for each pile on pro
rota basis.

(b)Pile Cap : Payment of 30% shall be

(b) Pile Cap : On completion made on completion of pile cap.
of pile cap
In case where load testing is required
for foundation, the trigger of first
payment shall include load testing

Page15 of28
Stage of Payment Weightage Payment Procedure
1 2 3
also where specified.

(iii)Open Foundation 0.63% (iii)Open Foundation: Payment shall

Be made on completion of a stage i.e. on
completion of atleast one foundation.

(2)Sub-structure 0.42% (ii) Sub-Structure:. Payment against

Sub-structure shall be made on pro- rata
basis on completion of a stage
i.e. completion of atleast one sub-
structure of abutments/piers upto
abutment/pier cap level of each of the
major bridge.

(3) Super-structure 1.84% (3)Super-structure:

(including bearings) Payment shall be made on pro rata
basis on completion of a stage i.e.
completion of super structure upto
deck slab including bearings of at least
one span as specified herein under:

If pre-cast girders/ segments are used,

interim payments shall be made at
75% of the cost of that element, as
derived from MoRTH Data Book,
applicable SOR of State PWD on Base
Date with tender discount/premium
applied thereon.

(For cable stayed bridge and suspension

cable bridge, detailed payment stage
may be included on case to case basis)

(4)Wearing Coat including 0.04% (4) Wearing Coat: Payment shall be

expansion joints Made on completion of wearing coat
including expansion joints complete
In all respects as specified for each
Major bridge.

(5)Miscellaneous Items like 0.02% (5) Miscellaneous: Payments shall be

hand rails, crash barriers, made on completion of all
road markings etc. miscellaneous works like handrails,
crash barriers, road markings etc.
complete in all respects as specified
for each major bridge.

282
Stage of Payment Weightage Payment Procedure
1 2 3
(6)Wing walls/return walls 0.36% (6) Wing walls/return walls:
Payments shall be made on completion
of all wing walls/return walls complete
in all respects as specified for each
major bridge.

(7) Guide Bunds, River [**] (7) Guide Bunds, River Training
Training works etc. works: Payments shall be made on
completion of all guide bunds/river
training works etc. complete in all
respects as specified for each major
bridge.

(8) Approaches (including 0.26% (8) Approaches: Payments shall be

Retaining walls, stone made on completion of both approaches
pitching and protection including stone pitching, protection
works for floor, embankment works, etc. complete in all respects as
slope etc.) specified for each major bridge.

B.1-Widening and repairs Cost of each ROB/RUB shall be

of determined on pro rata basis with
(a)ROB respect to the total linear length (m) of
(b)RUB the ROBs / RUBs.

(1)Foundation [**] (1) Foundation: Payment against

foundation shall be made on pro-rata
basis on completion of a stage i.e.
completion of atleast one foundation of
each of the ROB/RUB as specified herein
under.

(i)Pile Foundation (i)Pile Foundation

(a) Piling–On completion of (a) Piling: Payment of 70% shall be
pile upto bottom of pile cap made on completion of piling upto
bottom of pile cap for each pile on pro
rata basis.

(b) Pile Cap : On completion (b)Pile Cap : Payment of 30% on pro-

of pile cap rata basis shall be made on completion
of pile cap.

In case where load testing is required

for foundation, the trigger of first
payment shall include load testing also
where specified.

(ii)Open Foundation (ii)Open Foundation: Payment shall

Stage of Payment Weightage Payment Procedure
1 2 3
Be made on completion of a stage
i.e. on completion of atleast one
foundation.

(2)Sub-structure [**] (2) Sub-Structure:.

Payment against Sub-structure shall be
made on pro-rata basis on completion
of a stage i.e. completion of atleast one
sub- structure of abutments/piers upto
abutment/pier cap level of each of the
ROB/RUB.

(3) Super-structure [**] (3)Super-structure:

(including bearings)
Payment shall be made on pro-rata
basis on completion of a stage i.e.
completion of superstructure upto deck
slab including bearings of at least one
span as specified herein under:

If pre-cast girders/ segments are used,

interim payments shall be made at
75% of the cost of that element, as
derived from MoRTH Data Book,
applicable SOR of State PWD on Base
Date with tender discount/premium
applied thereon.

(4)Wearing Coat including [**] (4) Wearing Coat: Payment shall be

Expansion joints in case of Made on completion of (a) in case of
ROB. In case of RUB, rigid ROB-wearing coat including expansion
pavement under RUB joints complete in all respects as
including drainage facility as specified for each of the ROB and (b)in
specified. case of RUB-rigid pavement under RUB
including drainage facility complete in
all respects as specified for each of the
RUB.

(5)Miscellaneous Items like [**] (5) Miscellaneous: Payments shall be

hand rails, crash barriers, made on completion of all
road markings etc. miscellaneous works like hand rails,
crash barriers, road markings etc.
complete in all respects as specified for
each of the ROB/RUB.

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

284
Stage of Payment Weightage Payment Procedure
1 2 3
Payments shall be made on
completion of all wing walls/return
walls complete in all respects as
specified for each of the ROB/RUB.

(7) Approaches (including [**] (7) Approaches: Payments shall be

Retaining walls, stone made on completion of both
pitching and protection approaches including stone pitching,
works) protection works, etc. complete in
all respects as specified for each of
the ROB/RUB.
B.2- New Cost of each ROB/RUB shall be
(a)ROB determined on pro rata basis with
(b)RUB respect to the total linear length(m)
of the ROBs/RUBs.

(1) Foundation: Payment against

(1)Foundation foundation shall be made on pro-rata
[**] basis on completion of a stage i.e.
completion of at least one foundation of
each of the ROB/RUB as specified herein
under:

(i)Well Foundation (i)Well Foundation

(a) On completion of (a) Cutting Edge + Well Curb:

Cutting Edge + Well Curb Payment of 10% shall be made on
completion of a stage i.e. completion of
cutting edge + well curb.

(b)Well steining : Payment of 65% shall

be made on completion of well steining
(b)Well steining :On upto bottom of well cap. The payment
completion of well steining stage shall be further sub-divided on
upto bottom of well cap. pro-rata basis i.e. (i) on completion upto
10m and (ii)on completion of each
subsequent 5m or part thereof.

(c) Bottom plug +top plug (if

provisioned as per design)+ well cap:
Payment of 25% shall be made on
completion of a stage i.e. completion of
bottom plug, backfill, top plug and well
(c) On completion of cap.
bottomplug +topplug(if
(ii)Pile Foundation (ii)Pile Foundation

(a) Piling–On completion of (a) Piling: Payment of 70% shall be

pile upto bottom of pile made on completion of piling upto
Stage of Payment Weightage Payment Procedure
1 2 3
cap Bottom of pile cap for each pileon
Pro rota basis.

(b)Pile Cap : Payment of 30% shall be

made on completion of pile cap.
(b) Pile Cap : On
completion of pile cap In case where load testing is required
for foundation, the trigger of first
payment shall include load testing also
where specified.

(iii)Open Foundation (iii)Open Foundation: Payment shall

be made on completion of a stage i.e. on
completion of atleast one foundation.

2)Sub-structure [**] (2) Sub-Structure: Payment against

Sub-structure shall be made on pro- rata
basis on completion of a stage
i.e. completion of atleast one sub-
structure of abutments/piers upto
abutment/pier cap level of each of
the ROB/RUB.

(3) Super-structure [**] (3)Super-structure:

(including bearings) Payment shall be made on pro rata
basis on completion of a stage i.e.
completion of super structure upto
deck slab including bearings of at least
one span as specified herein under:

If pre-cast girders/ segments are used,

interim payments shall be made at
75% of the cost of that element, as
derived from MoRTH Data Book.
Applicable SOR of State PWD on Base
Date with tender discount/premium
applied thereon.

(4)Wearing Coat including [**] (4) Wearing Coat: Payment shall be

Expansion joints in case of Made on completion of (a) in case of
ROB. In case of RUB, rigid ROB- wearing coat including expansion
pavement under RUB joints complete in all respects as
including drainage facility as specified for each of the ROB and (b)in
specified. case of RUB-rigid pavement under RUB
including drainage facility complete in
all respects as specified for each of the
RUB.

286
Stage of Payment Weightage Payment Procedure
1 2 3

(5)Miscellaneous Items like [**] (5) Miscellaneous: Payments shall be

hand rails, crash barriers, made on completion of all
road markings etc. miscellaneous works like hand rails,
crash barriers, road markings etc.
complete in all respects as specified for
each of the ROB/RUB.

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

Payments shall be made on completion
of all wing walls/return walls complete
in all respects as specified for each of
the ROB/RUB.

(7) Approaches (including [**] (7) Approaches: Payments shall be

Retaining walls/Reinforced made on completion of both approaches
Earth wall, stone pitching and of each ROB including
protection works) stone pitching, protection works, etc.
complete in all respects as specified
herein under:

If reinforced soil wall is used with facia

panel/blocks, interim payment shall be
made @75% of the Cost of that element
as derived from MoRTH data Book.
Applicable SOR of State PWD on Base
Date with tender discount/premium
applied thereon.
C.1-Widening and repairs Cost of each structure shall be
of Elevated determined on pro rata basis with
Section/Flyovers/ Grade respect to the total linear length (m)
Separators of the structures.

(i)Foundation (1)Foundation :Payment against

foundation shall be made on pro-rata
basis on completion of a stage i.e.
completion of atleast one foundation of
each of the structure as specified herein
under:

(i)Pile Foundation (i)Pile Foundation

(a) Piling–On completion of (a) Piling: Payment of 70% shall be

pile upto bottom of pile cap made on completion of piling upto
bottom of pile cap for each pile on
prorate basis.

(b) Pile Cap : On (b)PileCap:Paymentof30%onpro-

Stage of Payment Weightage Payment Procedure
1 2 3
completion of pile cap rata basis shall be made on
completion of pile cap.

In case where load testing is required

for foundation, the trigger of first
payment shall include load testing also
where specified.

(ii)Open Foundation (ii)Open Foundation: Payment shall

Be made on completion of a stage
i.e. on completion of atleast one
foundation.

(2)Sub-structure [**] (2) Sub-Structure:. Payment against

Sub-structure shall be made on pro- rata
basis on completion of a stage i.e.
completion of atleast one sub- structure
of abutments/piers upto abutment/pier
cap level of each of the structure.

(3) Super-structure [**] (3)Super-structure:

(including bearings) Payment shall be made on pro-rata
basis on completion of a stage i.e.
completion of super-structure upto
deck slab including bearings of at least
one span as specified herein under:

If pre-cast girders/segments are used,

interim payments shall be made at
75% of the cost of that element, as
derived from MoRTH Data Book,
applicable SOR of State PWD on Base
Date with tender discount/premium
applied thereon.

(4)Wearing Coat including [**] (4) Wearing Coat: Payment shall be

expansion joints made on completion of wearing coat
including expansion joints complete in
all respects as specified for each of the
structure.

(5)Miscellaneous Items like [**] (5) Miscellaneous: Payments shall be

hand rails, crash barriers, made on completion of all miscellaneous
road markings etc. works like hand rails, crash barriers,
road markings etc. complete in all
respects as specified for each of the
structure.

288
Stage of Payment Weightage Payment Procedure
1 2 3

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

Payments shall be made on
completion of all wing walls/return
walls complete in all respects as
specified for each of the structure.

(7) Approaches (including [**] (7) Approaches: Payments shall be

Retaining walls/Reinforced made on completion of both
Earth wall, stone pitching and approaches including stone pitching,
protection works) protection works, etc. complete in all
respects ofeach structure.
C.2 -New Elevated Cost of each structure shall be
Section/Flyovers/ Grade determined on pro rata basis with
Separators respect to the total linear length (m) of
the structures.

(1)Foundation [**] (1) Foundation: Payment against

foundation shall be made on pro-rata
basis on completion of a stage i.e.
completion of atleast one foundation of
each of the structure as specified herein
under:

(i)Well Foundation (i)Well Foundation

(a) On completion of (a) Cutting Edge + Well Curb:

Cutting Edge + Well Curb Payment of 10% shall be made on
completion of a stage i.e. completion of
cutting edge + well curb.

(b)Well steining : Payment of 65% shall

be made on completion of well steining
(b)Well steining :On upto bottom of well cap. The payment
completion of well steining stage shall be further sub-divided on
upto bottom of well cap. pro-rata basis i.e.(i) on completion upto
10m and (ii) on completion of each
subsequent 5m or part thereof.

(c) Bottom plug +top plug (if

provisioned as per design)+ well cap:
Payment of 25% shall be made on
completion of a stage i.e. completion of
bottom plug, backfill, top plug and well
(c) On completion of cap.
bottomplug +topplug(if
(ii)Pile Foundation (ii)Pile Foundation
Stage of Payment Weightage Payment Procedure
1 2 3

(a) Piling–On completion of (a) Piling: Payment of 70% shall be

pile upto bottom of pile cap made on completion of piling upto
bottom of pile cap for each pile on pro-
rata basis.

(b)Pile Cap : Payment of 30% shall be

(b) Pile Cap : On completion made on completion of pile cap.
of pile cap
In case where load testing is required
for foundation, the trigger of first
payment shall include load testing also
where specified.

(iii)Open Foundation (iii)Open Foundation: Payment shall

Be made on completion of a stage i.e. on
completion of atleast one
foundation.

(2)Sub-structure [**] (2) Sub-Structure:.Payment against

Sub-structure shall be made on pro- rata
basis on completion of a stage
i.e. completion of atleast one sub-
structure of abutments/piers upto
abutment/pier cap level of each of the
structure.
(3) Super-structure [**] (3)Super-structure:
(including bearings)
Payment shall be made on pro-rata
basis on completion of a stage i.e.
completion of super-structure upto
deck slab including bearings of at least
one span as specified herein under:
If pre-cast girders/ segments are used,
interim payments shall be made at
75% of the cost of that element, as
derived from MoRTH Data Book,
applicable SOR of State PWD on Base
Date with tender discount/premium
applied thereon.

(4)Wearing Coat including [**] (4) Wearing Coat: Payment shall be

expansion joints made on completion of wearing coat
including expansion joints complete in
all respects as specified for each of the
structure.

290
Stage of Payment Weightage Payment Procedure
1 2 3
(5)Miscellaneous Items like [**] (5) Miscellaneous: Payments shall be
hand rails, crash barriers, made on completion of all miscellaneous
road markings etc. works like hand rails, crash barriers,
road markings etc. complete in all
respects as specified for each of the
structure.

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

Payments shall be made on
completion of all wing walls/return
walls complete in all respects as
specified for each of the structure.

(7) Approaches (including [**] (7)Approaches:

Retaining walls/Reinforced Payments shall be made on completion
Earth wall,stone pitching and of both approaches including stone
protection works) pitching, protection works, etc.
complete in all respects as specified
herein under:

If reinforced soil wall is used with facia

panel/blocks, interim payment shall be
made @75% of the Cost of that element
as derived from MoRTH data Book.
Applicable SOR of State PWD on Base
Date with tender discount/premium
applied thereon.

1.3.4 Other works.

Procedure for estimating the value of other works done shall be as stated in table
1.3.4.

Table1.3.4

Stage of Payment Weightage Payment Procedure

1 2 3
(i) Toll plaza [**] Unit of measurement is each
completed toll plaza. Payment for each
toll plaza shall be made on pro
rata basis with respect to the total of
all toll plazas as specified here in under:

292
Stage of Payment Weightage Payment Procedure
1 2 3
(a)DLC (LHS) (a) DLC (LHS):Payment of 12.5% on
pro-rata basis shall be made on
completion of a stage i.e. completion of
DLC on LHS.

(b)DLC (RHS) (b)DLC (RHS): Payment of 12.5% on

pro-rata basis shall be made on
completion of a stage i.e. completion
of DLC on LHS.

(c) PQC (LHS) (c) PQC (LHS): Payment of 25% on

pro-rata basis shall be made on
completion of a stage i.e. completion of
PQC on LHS.

(d) PQC (RHS) (d) PQC (RHS):Payment of 25% on

pro-rata basis shall be made on
completion of a stage i.e. completion of
PQC on RHS.

(e) Admin Building (e)Admin Building: Payment of 10%

On pro-rata basis shall be made on
completion of a stage i.e. completion
of Admin Building and miscellaneous
works.

(f) Toll Booth, canopy, (f)Toll Booth, canopy, safety items

safety items and all other and all other associated works:
associated works Payment of 15% on pro-rata basis
shall be made on completion of a stage
i.e. completion of Toll Booth,
canopy, safety items and all other
associated works.

(ii) Road side drains [**]

a) Drains: Unit of measurement is

(a)Drains 3.97% linear length in metre . Payment shall
be made on prorata basis on completion
of a stage in a length of not less than 100
m on one side.
(b)Cover slabs: Unit of measurement
(b)Cover Slabs is linear length in metre. Payment shall
be made on pro rata basis on
completion of a stage in a length of not
less than 100 m on one side.
Stage of Payment Weightage Payment Procedure
1 2 3

(iii) Road signs, markings, 0.46% Unit of measurement is linear length

km stones, safety in km. Payment shall be made on pro
devices,… rata basis on completion nf a stage in
a length of not less than one Km on
both sides.
(iv) Overhead gantry 0.02% Unit of measurement is each
mounted signs number. Payment shall be made on
pro-rata basis on completion of each
overhead gantry mounted sign

(v) Project Facilities Unit of measurement is each number.

(a)Bus bays Payment shall be made on pro rata

[**] [**] [**] [**] basis for completed facilities.
(b)Truck lay-byes

(c)Rest areas

(d)others

(vi)Roadside plantation [**] Unit of measurement is linear length

In Km. Payment shall be made on pro
rata basis on completion of one Km.
(vii)Protection works other Unit of measurement is linear length.
than approaches to the
bridges, elevated sections/ Payment against items(a),(b) &(c) shall
flyovers/grade separators be made on pro rata basis on
and ROBs/RUBs completion of a stage in a length of not
(a)Crash- Barrier 1.62% less than 10% (ten percent) of the total
(b)Retaining wall 11.86% length and 100m whichever is less.
(c)Breast wall 24.24%
(d)Parapet wall 0.43%
(e)Turfing 0.09%
(f)Utility Duct 6.10%
(viii) Safety and traffic [**] Payment shall be made on pro rata
management during basis every six months.
construction

Note: (1) In case of innovative Major Bridge Projects like cable suspension/cable
stayed 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.

(3) (a) In order to maintain cash flow in the project, the Authority shall also make
interim monthly payments to the Contractor for the work done during
the month for which the corresponding stage, as mentioned in Schedule-
H, has not been achieved. Such work shall be measured, in a length,
number or area as specified in corresponding stage of Schedule-H and
valued in accordance with the proportion of the weightage of Contract
Price assigned to that stage in Schedule-H. '90% of value of such work
shall be paid as an 'Interim Monthly Payment’ under clause 19.3 (i) of
Contract Agreement.

(b) For Pre cast/pre-fabricated elements to be used in permanent works,

interim payments to be made @ 75% of cost of that element ( to be
derived from MoRT&H data book) as per schedule H.

(C)Upon completion of the defined 'stage’, are conciliation of the interim

payments shall be carried out, and any balance amount shall be paid. For
the avoidance of doubt, it is clarified that the interim monthly payments
are made solely to maintain cash flow in the project. In the event of
termination of the project, under Clause 23.1, 23.2 or 23.3, as the case may
be, such interim payments shall be dealt with as per Clause 23.5 (i) (b) of
the Contract Agreement.

28
 Schedule I

(See Clause 10.2 (iv))

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.

29
 Annex I

(Schedule-I)

List of Drawings

A minimum list of the drawings of the various components / elements of the

Project and project facilities required to be submitted by the Contractor is given
below:

a) Drawings of horizontal alignment, vertical profile and detailed cross

sections
b) Drawings of all Major and Minor Bridges
c) Drawings of cross-drainage works
d) Drawing of road furniture including traffic signage, marking, safety
barriers etc.
e) Breast wall and Retaining wall drawings
f) Slope protection drawings
g) General arrangement showing area of base camp and administrative block
h) Muck Disposal site plan
i) Drawing as per instruction of Authority's Engineer

30
 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 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 Highway and submitted to the Authority
duly and validly prepared Stage Payment Statements for an amount not less than
10% (ten per cent) of the Contract Price.

3. Project Milestone-II

(i) Project Milestone-II shall occur on the date falling on the [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 Highway and submitted to the
Authority duly and validly prepared Stage Payment Statements for an amount not
less than 35% (thirty five per cent) of the Contract Price

(iii) 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 Highway and submitted to the
Authority 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.

31
5. Scheduled Completion Date

(i) The Scheduled Completion Date shall occur on the [Scheduled Construction
Period] day from the Appointed Date.

(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.

32
 Schedule-K

(See Clause 12.1(ii))

Tests on Completion

1. Schedule for Tests

(i) The Contractor shall, no later than 30 (thirty) days prior to the likely completion
of construction, notify the Authority’s Engineer and the Authority of its intent to
subject the Project Highway to Tests, and no later than 10 (ten) days prior to the
actual date of Tests, furnish to the Authority’s Engineer and the Authority detailed
inventory and particulars of all works and equipment forming part of Works.

(ii) The Contractor shall notify the Authority’s Engineer of its readiness to subject the
Project Highway to Tests at any time after 10 (ten) days from the date of such
notice, and upon receipt of such notice, the Authority’s Engineer shall, in
consultation with the Contractor, determine the date and time for each Test and
notify the same to the Authority who may designate its representative to witness
the Tests. The Authority’s Engineer shall 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 tests to be decided with Authority's Engineer as per relevant IRC Code /
Manual.

(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 Non-destructive Testing Techniques, at two spots in every
span, to be chosen at random by the Authority’s Engineer. Bridges with a span of
15 (fifteen) metres or more shall also be subjected to load testing.

(iv) Other tests: The Authority’s Engineer may require the Contractor to carry out or
cause to be carried additional tests, in accordance with Good Industry Practice, for
determining the compliance of the Project Highway with Specifications and
Standards, except tests as specified in clause 5,but shall include measuring the
reflectivity of road markings and road signs; and measuring the illumination level
(lux) of lighting using requisite testing equipment.

33
 (v) Environmental audit: The Authority’s Engineer shall carry out a check to
determine conformity of the Project Highway with the environmental
requirements set forth in Applicable Laws and Applicable Permits.

(vi) Safety Audit: The Authority’s Engineer shall carry out, or cause to be carried out, a
safety audit to determine conformity of the Project Highway with the safety
requirements and Good Industry Practice.

3. Agency for conducting Tests

All Tests set forth in this Schedule-K shall be conducted by the Authority’s
Engineer or such other agency or person as it may specify in consultation with the
Authority.

4. Completion Certificate

Upon successful completion of Tests, the Authority’s Engineer shall issue the
Completion Certificate in accordance with the provisions of Article 12.

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 defects Network Survey Vehicle At least twice a year (As per survey
of pavement (NSV) months defined for the state basis
rainy season)

2 Roughness of Network Survey Vehicle At least twice a year (As per survey
pavement (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.

34
 Schedule-L

(See Clause 12.1)

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 road from CHEEMA to LEECHI NALAH (Km
16.950 to Km 56.200) to NHSL with paved shoulder specifications and
connecting road to GURDALIGALI Post (Length 3.170 Km) and SARSON post
(Length 1.310 Km) to NHSL specifications under 99 RCC / 760 BRTF, project
BEACON in J&K (UT) (Package-2)(the “Project Highway”) 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 Highway with the provisions of the Agreement, and I am satisfied that the
Project Highway can be safely and reliably placed in service of the Users thereof.
2 It is certified that, in terms of the aforesaid Agreement, all works forming part of
Project Highway have been completed, and the Project Highway is hereby
declared fit for entry into operation on this the ……… day of ……… 20….. ,
Scheduled Completed Date for which was the ……… day of ………20…..

SIGNED, SEALED AND DELIVERED For and

on behalf of the Authority’s Engineer by:

(Signature)

(Name)

(Designation) (Address)

35
 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
noncompliance 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) 10%
Edge drop, inadequate cross fall, undulations, settlement,
potholes, ponding, obstructions
(ii) 5%
Deficient slopes, raincuts, disturbed pitching, vegetation growth,
pruning of trees

(c) Bridges and Culverts

(i) 20%
Desilting, cleaning. vegetation growth, damaged pitching,
flooring, parapets, wearing course, footpaths, any damage to
foundations

(ii) Any Defects in superstructures, bearings and sub-structures 10%

36
 S. No. Item/Defect/Deficiency Percentage
(iii) 5%
Painting, repairs/replacement kerbs, railings, parapets,
guideposts/crash barriers

(d) Roadside Drains

(i) Cleaning and repair of drains 5%

(e) Road Furniture

(i) 5%
Cleaning, painting, replacement of road signs, delineators, road
markings, 200 m/km/5th km stones

(f) Miscellaneous Items

(i) 10%
Removal of dead animals, broken down/accidented vehicles,
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.

37
 Schedule - N

(See Clause 18.1 (i))

Selection of Authority’s Engineer

1. Selection of Authority’s Engineer

(i) The provisions of the Model Request for Proposal for Selection of Technical
Consultants, issued by the Ministry of Finance in May 2009, or any substitute
thereof shall apply for selection of an experienced firm to discharge the functions
and duties of an Authority’s Engineer.

(ii) In the event of termination of the Technical Consultants appointed in accordance

with the provisions of Paragraph 1.1, the Authority shall appoint another firm of
Technical Consultants forthwith and may engage a government-owned entity in
accordance with the provisions of Paragraph 3 of this Schedule-N.

2. Terms of Reference

The Terms of Reference for the Authority’s Engineer (the “TOR”) shall
substantially conform with Annex 1 to this Schedule N.

3. Appointment of Government entity as Authority’s Engineer

Notwithstanding anything to the contrary contained in this Schedule, the

Authority may in its discretion appoint a government-owned entity as the
Authority’s Engineer; provided that such entity shall be a body corporate having
as one of its primary functions the provision of consulting, advisory and
supervisory services for engineering projects; provided further that a
government-owned entity which is owned or controlled by the Authority shall not
be eligible for appointment as Authority’s Engineer.

38
 Annex I

(Schedule-N)

Terms of Reference for Authority’s Engineer

1. Scope

(i) These Terms of Reference (the “TOR”) for the Authority’s Engineer are being
specified pursuant to the EPC Agreement dated ........... (the “Agreement”), which
has been entered into between the [name and address of the Authority] (the
“Authority”) and .......... (the “Contractor”)# for Construction of road from
CHEEMA to LEECHI NALAH (Km 16.950 to Km 56.200) to NHSL with paved
shoulder specifications and connecting road to GURDALIGALI Post (Length
3.170 Km) and SARSON Post (Length 1.310 Km) to NHSL specifications
under 99 RCC / 760 BRTF, project BEACON in J&K (UT) (Package-2) 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 Highway.

1. 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.

2. 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:

39
 (a) any Time Extension;
(b) any additional cost to be paid by the Authority to the Contractor;

(c) the Termination Payment; or

(d) issuance of Completion Certificate or
(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.

3. 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.

40
(iii) The Authority’s Engineer shall review and approve the Quality Assurance Plan
submitted by the Contractor and shall convey its comments to the Contractor
within a period of 21 (twenty one) days stating the modifications, if any, required
thereto.

(iv) The Authority’s Engineer shall complete the review and approve of the
methodology proposed to be adopted by the Contractor for executing the Works,
and convey its comments to the Contractor within a period of 10 (ten) days from
the date of receipt of the proposed methodology from the Contractor.

(v) The Authority’s Engineer shall grant written approval to the Contractor, where
necessary, for interruption and diversion of the flow of traffic in the existing
lane(s) of the Project Highway for purposes of maintenance during the
Construction Period in accordance with the provisions of 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 Project
Highway and shall submit a monthly Inspection Report bringing out the results of
inspections and the remedial action taken by the Contractor in respect of Defects
or deficiencies. In particular, the Authority’s Engineer shall include in its
Inspection Report, the compliance of the recommendations made by the Safety
Consultant.

(viii) The Authority’s Engineer shall conduct the pre-construction review of

manufacturer's test reports and standard samples of manufactured Materials, and
such other Materials as the Authority’s Engineer may require.

(ix) For determining that the Works conform to Specifications and Standards, the
Authority’s Engineer shall require the Contractor to carry out, or cause to be
carried out, tests at such time and frequency and in such manner as specified in
the Agreement and in accordance with Good Industry Practice for quality
assurance. For purposes of this Paragraph 4 (ix), the tests specified in the IRC
Special Publication-11 (Handbook of Quality Control for Construction of Roads
and Runways) and the
Specifications for Road and Bridge Works issued by MORTH (the “Quality Control
Manuals”) or any modification/substitution thereof shall be deemed to be tests
conforming to Good Industry Practice for quality assurance.

(x) The Authority’s Engineer shall test check at least 50 (fifty) percent of the quantity
or number of tests prescribed for each category or type of test for quality control
by the Contractor.

(xi) The timing of tests referred to in 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

41
 random sample basis and shall be in addition to, and independent of, the tests that
may be carried out by the Contractor for its own quality assurance in accordance
with Good Industry Practice.

(xii) In the event that results of any tests conducted under Clause 11.10 establish any
Defects or deficiencies in the Works, the Authority’s Engineer shall require the
Contractor to carry out remedial measures.

(xiii) The Authority’s Engineer may instruct the Contractor to execute any work which
is urgently required for the safety of the Project Highway, whether because of an
accident, unforeseeable event or otherwise; provided that in case of any work
required on account of a Force Majeure Event, the provisions of Clause 21.6 shall
apply.

(xiv) In the event that the Contractor fails to achieve any of the Project Milestones, the
Authority’s Engineer shall undertake a review of the progress of construction and
identify potential delays, if any. If the Authority’s Engineer shall determine that
completion of the Project Highway is not feasible within the time specified in the
Agreement, it shall require the Contractor to indicate within 15 (fifteen) days the
steps proposed to be taken to expedite progress, and the period within which the
Project Completion Date shall be achieved. Upon receipt of a report from the
Contractor, the Authority’s Engineer shall review the same and send its comments
to the Authority and the Contractor forthwith.

(xv) The Authority’s Engineer shall obtain from the Contractor a copy of all the
Contractor’s quality control records and documents before the Completion
Certificate is issued pursuant to 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.

42
4. 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.

(iii) The Authority’s Engineer shall specify the tests, if any, that the Contractor shall
carry out, or cause to be carried out, for the purpose of determining that the
Project Highway is in conformity with the Maintenance Requirements. It shall
monitor and review the results of such tests and the remedial measures, if any,
taken by the Contractor in this behalf.

(iv) In respect of any defect or deficiency referred to in Paragraph 3 of Schedule- E, the

Authority’s Engineer shall, in conformity with Good Industry Practice, specify the
permissible limit of deviation or deterioration with reference to the Specifications
and Standards and shall also specify the time limit for repair or rectification of any
deviation or deterioration beyond the permissible limit.

(v) The Authority’s Engineer shall examine the request of the Contractor for closure
of any lane(s) of the Project Highway for undertaking maintenance/repair thereof,
and shall grant permission with such modifications, as it may deem necessary,
within 5 (five) days of receiving a request from the Contractor. Upon expiry of the
permitted period of closure, the Authority’s Engineer shall monitor the reopening
of such lane(s), and in case of delay, determine the Damages payable by the
Contractor to the Authority under Clause 14.5.

5. 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.

6. Payments

(i) The Authority’s Engineer shall withhold payments for the affected works for
which the Contractor fails to revise and resubmit the Drawings to the Authority’s
Engineer in accordance with the provisions of Clause 10.2 (iv) (d).

(ii) Authority’s Engineer shall -

43
 (a) within 10 (ten) days of receipt of the Stage Payment Statement from the
Contractor pursuant to Clause 19.4, determine the amount due to the
Contractor and recommend the release of 90 (ninety) percent of the
amount so determined as part payment, pending issue of the Interim
Payment
Certificate; and
(b) within 15 (fifteen) days of the receipt of the Stage Payment Statement
referred to in Clause 19.4, deliver to the Authority and the Contractor an
Interim Payment Certificate certifying the amount due and payable to the
Contractor, after adjustments in accordance with the provisions of Clause
19.10.

(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.

7. Other duties and functions

The Authority’s Engineer shall perform all other duties and functions as specified
in the Agreement.

8. 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 Highway as actually designed, engineered and constructed,
including an as-built survey illustrating the layout of the Project Highway and
setback lines, if any, of the buildings and structures forming part of Project
Facilities; and shall hand them over to the Authority against receipt thereof.

(iv) The Authority’s Engineer, if called upon by the Authority or the Contractor or
both, shall mediate and assist the Parties in arriving at an amicable settlement of
any Dispute between the Parties.

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(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:

(e) the monthly payment admissible in accordance with the provisions of the
Agreement;
(f) the deductions for maintenance work not done;
(g) net payment for maintenance due, (a) minus (b);
(h) amounts reflecting adjustments in price under Clause 19.12; and
(i) amount towards deduction of taxes

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3. Contractor’s claim for Damages

Note: The Contractor shall submit its claims in a form acceptable to the Authority.

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 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 professional
fees and the cost of demolishing and removing any part of the Works and
of removing debris of whatsoever nature; and
(b) insurance for the Contractor's equipment and Documents brought 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 on the number of occurrences.

The insurance cover shall not be less than the value of the Contract Price.

48
(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 Representative) under and in

accordance with the Agreement dated ………… (the “Agreement”), for Construction of
road from CHEEMA to LEECHI NALLAH (Km 16.950 to Km 56.200) to NHSL with paved
shoulder specifications and connecting road to GURDALIGALI Post (Length 3.170 Km)
and SARSON post (Length 1.310 Km) to NHSL specifications under 99 RCC / 760 BRTF,
project BEACON in J&K (UT) (Package-2) (the “Project Highway”) 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 Highway with the provisions of the Agreement and I hereby certify that the
Authority has taken over the Project highway from the Contractor on this day.........

SIGNED, SEALED AND DELIVERED

(Signature)

(Name and designation of Authority’s Representative)

(Address)

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 ***** End of the Document *****

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