Ministry of Road Transport & Highways

Govt. of India

National Highway Road Project

CONTRACT AGREEMENT

BETWEEN

Chief Engineer PWD (NH Works), Assam

AND

……………………………………………..

FOR THE WORK OF

Construction of 4-lane Gauripur Bypass starting from

Km 852.560 of NH-31(Dumardoha Pt-II) and
Terminating at Km 862.170 (Baladmara) via khudimari
Pt-II, Fulkumari, Charaldanga, Sajuakuti, Geramari Pt-
III and finally meeting at Km 862.170 of NH-
17(New)/NH-31(Old) in the state of Assam under EPC
Mode(Job No. 31/AS/2023-24/265)

Agreement No…….. CE / NHRD / EPC / 2023-24

Dated: / 2024

Contract Price :- Rs. ………………….

 Ministry of Road Transport & Highways
Govt. of India

National Highway Road Project

Construction of 4-lane Gauripur Bypass starting from

Km 852.560 of NH-31(Dumardoha Pt-II) and
Terminating at Km 862.170 (Baladmara) via khudimari
Pt-II, Fulkumari, Charaldanga, Sajuakuti, Geramari Pt-
III and finally meeting at Km 862.170 of NH-
17(New)/NH-31(Old) in the state of Assam under EPC
Mode(Job No. 31/AS/2023-24/265).
INDEX

Sl No. Description Page No.

1 CONTRACT Agreement

2 SCHEDULE, ANNEXURE

3 BIDDER’S FINANCIAL BID

4 LETTER OF ACCEPTANCE(LOA)

5 PERFORMANCE SECURITY

6 REQUEST FOR PROPOSAL

7 BIDDER’S TECHNICAL BID
PART -I
 Engineering Procurement and Construction (EPC)

Agreement

For

Construction of 4-lane Gauripur Bypass starting from

Km 852.560 of NH-31(Dumardoha Pt-II) and
Terminating at Km 862.170 (Baladmara) via khudimari
Pt-II, Fulkumari, Charaldanga, Sajuakuti, Geramari Pt-
III and finally meeting at Km 862.170 of NH-
17(New)/NH-31(Old) in the state of Assam under EPC
Mode(Job No. 31/AS/2023-24/265)

Ministry of Road Transport & Highways

JULY 2024
 Table of Contents

Part I

Preliminary

1 Definitions and Interpretations

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

Part II

Scope of Project

2 Scope of the Project

2.1 Scope of the Project

3 Obligations of the Authority

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

4 Obligations of the Contractor

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

5 Representations and Warranties

5.1 Representations and warranties of the Contractor
5.2 Representations and warranties of the Authority
5.3 Disclosure

6 Disclaimer
6.1 Disclaimer

Part III

Construction and Maintenance

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

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

9 Utilities and Trees

9.1 Existing utilities and roads
9.2 Shifting of obstructing utilities
9.3 New utilities
9.4 Felling of trees
9.5 Dismantling of structures
9.6 Development Period
10 Design and Construction of the Project Highway
10.1 Obligations prior to commencement of Works
10.2 Design and Drawings
10.3 Construction of the Project Highway
10.4 Maintenance during Construction Period
10.5 Extension of time for completion
10.6 Incomplete Works
10.7 Maintenance Manual
10.8 As-Built Records
10.9 Contractor's Use of Authority’s Documents

11 Quality Assurance, Monitoring and Supervision

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

12 Completion Certificate
12.1 Tests on Completion
12.2 Completion Certificate
12.3 Rescheduling of Tests
13 Change of Scope
13.1 Change of Scope
13.2 Procedure for Change of Scope
13.3 Payment for Change of Scope
13.4 Restrictions on Change of Scope
13.5 Power of the Authority to undertake Works

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

15 Supervision and Monitoring during Maintenance

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

16 Traffic Regulation
16.1 Traffic regulation by the Contractor

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

Part IV

Financial Covenants

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

Part V

Force Majeure and Termination

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

22 Suspension of Contractor’s Rights

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

Part VI

Other Provisions

24 Assignment and Charges

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

25 Liability and Indemnity

25.1 General indemnity
25.2 Indemnity by the Contractor
25.3 Notice and contest of claims
25.4 Defence of claims
25.5 Survival on Termination

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

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

Schedules

Schedule-A

Site of the Project

1 The Site
Annex-I: Site
Annex-II: Dates for providing Right of Way of Construction Zone
Annex-III: Alignment Plans
Annex-IV: Environment Clearances
Schedule - B

Development of the Project Highway

1. Development of the Project Highway

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

Schedule - C

Project Facilities

1. Project Facilities
2. Description of Project Facilities

Schedule - D

Specifications and Standards

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

Schedule - E

Maintenance Requirements

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

Schedule - F

Applicable Permits

1. Applicable Permits
Schedule – G

Annex-I: Form of Bank Guarantee

Annex-II: Form for Guarantee for Advance Payment

Schedule - H

Contract Price Weightages

Schedule - I

Drawings

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

Schedule - J

Project Completion Schedule

1. Project Completion Schedule

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

Schedule - K

Tests on Completion

1. Schedule for Tests

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

Schedule - L

Completion Certificate
Schedule - M

Payment Reduction for Non-Compliance

Payment reduction for non-compliance with the Maintenance
1. Requirements
2. Percentage reductions in lump sum payments on monthly basis

Schedule - N

Selection of Authority’s Engineer

1. Selection of Authority’s Engineer

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

Schedule - O

Forms of Payment Statements

1. Stage Payment Statement for Works

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

Schedule - P

Insurance

1. Insurance during Construction Period

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

Schedule-Q

Tests on Completion of Maintenance Period

1. Riding Quality test:

2. Visual and physical test:

Schedule-R
Taking Over Certificate
Schedule-S
Procedure for dispute resolution board
 Part I

Preliminary
 Engineering, Procurement and Construction Agreement

THIS AGREEMENT is entered into on this the ………. day of / 2024

Between

[The President of India through the Ministry of Road Transport & Highways,
Government of India represented by:
THE CHIEF ENGINEER PWD, (NH WORKS), CHANDMARI, GUWAHATI-3, ASSAM ON
BEHALF OF MINISITRY OF ROAD TRANSPORT & HIGHWAYS, represented by its
SECRETARY, MoRT&H and having its principal offices at Transport Bhavan,1,
Parliament Street, New Delhi –110001 (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

The selected bidder having its registered office at …………………. (herein after
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:

[The Government of India] entrusted [the development, maintenance and

management of National Highway No.427 including the section from NH-17 from Ch
852.560 km (Dumardoha pt-II) to Ch 862.170 km (Baladmara) (Total Length= 9.61
km) to the Authority;

The Authority resolved Construction of 4-lane Gauripur Bypass starting from Km

852.560 of NH-31(Dumardoha Pt-II) and Terminating at Km 862.170 (Baladmara) via
khudimari Pt-II, Fulkumari, Charaldanga, Sajuakuti, Geramari Pt-III and finally
meeting at Km 862.170 of NH-17(New)/NH-31(Old) in the state of Assam under EPC
Mode(Job No. 31/AS/2023-24/265) on Engineering, Procurement, Construction
(“EPC”) basis in accordance with the terms and conditions to be set forth in an
agreement to be entered into.

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.

After evaluation of the bids received, the Authority accepted the bid of the
selected bidder and issued its Letter of Acceptance No. ………………… (herein after
called the “LOA”) to the selected bidder for Strengthening of the above section of
[NH-17,] 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.
 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:
 Article 1

Definitions and Interpretations

1.1 Definitions

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

In this Agreement, the following words and expressions shall, unless repugnant to
the context or meaning thereof, have the meaning hereinafter respectively
assigned to them:

“Accounting Year” means the financial year commencing from the first day of April
of any calendar year and ending on the thirty-first day of March of the next calendar
year;

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

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

“Affiliate” means, in relation to either Party {and/or Members}, a person who

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

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

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

“Applicable Permits” means all clearances, licenses, permits, authorizations, no

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

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

judgment of a court of record which has become final, conclusive and binding, as
compared to such interpretation or application by a court of record prior to the
Base Date.

“Change of Scope” shall have the meaning set forth in Article 13;
“Change of Scope Notice” shall have the meaning set forth in Clause 13.2 (i);

“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;

“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 to payees or
beneficiaries or any similar arrangement under any insurance policy pertaining to
the Project Highway, where applicable herein but excluding utilities referred to
in 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 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;
“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,
road surface, interchanges, bridges, culverts, road over-bridges, drainage works,
traffic signals, sign boards, kilometer-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-17 from km 852.560 to km 862.170]
and all Project Assets, and its subsequent development and augmentation in
accordance with this Agreement;

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

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

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

“Re.”, “Rs.” or “Rupees” or “Indian Rupees” or “INR” means the lawful

currency of the Republic of India;

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

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

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

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

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

“Scheduled Construction Period” means the period commencing from the

Appointed Date and ending on Scheduled Completion Date;

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

“Section” means a part of the Project Highway;

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

“Specifications and Standards” means the specifications and standards 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
 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
re-enacted;

(C) references to a “person” and words denoting a natural person shall be

construed as a reference to any individual, firm, company, corporation,
society, trust, government, state or agency of a state or any association or
partnership (whether or not having separate legal personality) of two or
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
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

“reorganization” 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, reorganization, dissolution,
arrangement, protection or relief of debtors;

(s) save and except as otherwise provided in this Agreement, any reference, at
any time, to any agreement, deed, instrument, 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, authorization, notice, communication,

information or report required under or pursuant to this Agreement from or
by any Party or the Authority’s Engineer shall be valid and effective only if
it is in writing under the hand of a duly authorized representative of such
 Party or the Authority’s Engineer, as the case may be, in this behalf and not
otherwise;
(u) the Schedules and Recitals to this Agreement form an integral part of this
Agreement and will be in full force and effect as though they were expressly
set out in the body of this Agreement;

(v) references to Recitals, Articles, Clauses, Sub-clauses or Schedules in this

Agreement shall, except where the context otherwise requires, mean
references to Recitals, Articles, Clauses, Sub-clauses and Schedules of or to
this Agreement, and references to a Paragraph shall, subject to any contrary
indication, be construed as a reference to a Paragraph of this Agreement or
of the Schedule in which such reference appears;

(w) the damages payable by either Party to the other of them, as set forth in
this Agreement, whether on per diem basis or otherwise, are mutually
agreed genuine pre-estimated loss and damage likely to be suffered and
incurred by the Party entitled to receive the same and are not by way of
penalty or liquidated damages (the “Damages”); and

(x) time shall be of the essence in the performance of the Parties’ respective
obligations. If any time period specified herein is extended for the reasons
specified in the Agreement, such extended time shall also be of the
essence.

(ii) Unless expressly provided otherwise in this Agreement, any Documentation

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

(iii) The rule of construction, if any, that a contract should be interpreted against
the parties responsible for the drafting and preparation thereof, shall not apply.

(iv) Any word or expression used in this Agreement shall, unless otherwise defined or
construed in this Agreement, bear its ordinary English meaning and, for these
purposes, the General Clauses Act, 1897 shall not apply.

1.3 Measurements and arithmetic conventions

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

1.4 Priority of agreements and errors/discrepancies

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

(a) this Agreement; and

 (b) all other agreements and documents forming part hereof or referred to
herein; i.e. this Agreement at (a) above shall prevail over the agreements and
documents at (b).

ii) Subject to the provisions of Clause 1.4 (i), in case of ambiguities or

discrepancies within this Agreement, the following shall apply:

a. between two or more Clauses of this Agreement, the provisions of a

specific Clause relevant to the issue under consideration shall prevail over
those in other Clauses;

b. between the Clauses of this Agreement and the Schedules, the Clauses
shall prevail and between Schedules and Annexes, the Schedules shall
prevail;
c. between any two Schedules, the Schedule relevant to the issue shall
prevail;

d. between the written description on the Drawings and the Specifications

and Standards, the latter shall prevail;

e. between the dimension scaled from the Drawing and its specific written
dimension, the latter shall prevail; and

f. between any value written in numerals and that in words, the latter shall
prevail.

1.5 Joint and several liability

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

(a) these persons shall, without prejudice to the provisions of this

Agreement or any other agreement, be deemed to be jointly and
severally liable to the Authority for the performance of the Agreement;
and

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

(ii) Without prejudice to the joint and several liability of all the members of the Joint
Venture, the Lead Member shall represent all the members of the Joint Venture
and shall always be liable and responsible for discharging the functions and
obligations of the Contractor. The Contractor shall ensure that each member of
the Joint Venture shall be bound by any decision, communication, notice, action
or inaction of the Lead Member on any matter related to this Agreement and the
Authority shall be entitled to rely upon any such action, decision or
communication of the Lead Member. The Authority shall have the right to
release payments solely to the Lead Member and shall not in any manner be
responsible or be held liable for the inter se allocation of payments among
members of the Joint venture.6
 Part II
Scope of Project
 Article 2

Scope of the Project

2.1 Scope of the Project

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

(a) construction of the Project 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 fulfillment 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.
 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) kilometer.
(b) approval of the general arrangement drawings (the “GAD”) from railway
authorities to enable the Contractor to construct road over- bridges/
under-bridges at level crossings on the Project Highway in accordance
with the Specifications and Standards, and subject to the terms and
conditions specified in such approval, within a period of 60 (sixty) days
from the Appointed Date, and reimbursement of all the costs and
expenses paid by the Contractor to the railway authorities for and in
respect of the road over-bridges/ under bridges; and
(c) all environmental clearances as required under Clause 4.3

(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) kilometer 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.

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 favorable than those generally available to commercial
customers receiving substantially equivalent services;

(c) procure that no barriers that would have a material adverse effect on the
works are erected or placed on or about the Project 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 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. For the avoidance of doubt, the present status of
environmental 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.
 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, fulfill,
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 willful 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 willful default or neglect of the Authority or on
account of a Force Majeure Event.

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

(a) make, or cause to be made, necessary applications to the relevant

Government Instrumentalities with such particulars and details as may be
required for obtaining Applicable Permits set forth in Schedule-F and
obtain and keep in force and effect such Applicable Permits in conformity
with the Applicable Laws;

(b) procure, as required, the appropriate proprietary rights, 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 authorized personnel shall have the right
of access to all these documents at all reasonable times;

(i) cooperate with other contractors employed by the Authority and

personnel of any public authority; and

(j) not interfere unnecessarily or improperly with the convenience of the

public, or the access to and use and occupation of all roads and
footpaths, irrespective of whether they are public or in the possession of
the Authority or of others.

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

(ix) The Contractor shall obtain and maintain a project related bank account
operational at site where all transactions related to the payment of work will be
done. The Contractor shall submit a monthly account statement and a detailed
report on utilization of funds transferred to this project related bank account to
Authority’s Engineer. Notwithstanding anything contrary to this agreement, the
authority, in the interest and to ensure timely completion of the work, reserves
the right to audit such bank accounts to ensure that there is no diversion of
funds from this project specific account to any other project being implemented
by the Contractor.
 (x) The Contractor shall provide the documents of the Contractor specified in
the Agreement, and all Contractors' personnel; Goods, consumables and other
things and services, whether of a temporary or permanent nature, required in
and for the execution, completion of Works and remedying defects.

(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.

(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 Sub-contractors or their sub-contractors shall not
constitute a Force Majeure Event, and shall not in any manner excuse the
Contractor from the performance and discharge it of its obligations and liabilities
under this Agreement, and the Contractor’s liabilities hereunder shall remain
unaffected by such failure, refusal or inability.

4.4 Contractor’s personnel

(i) The Contractor shall ensure that the personnel engaged by it or by its Sub-
contractors in the performance of its obligations under this Agreement are at all
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 the Appointed Date until the date of Completion Certificate, save and
except to the extent that any such loss or damage shall have arisen from any
willful default or gross neglect of the Authority.

4.7 Electricity, water and other services

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

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

4.8 Unforeseeable difficulties

Except as otherwise stated in the Agreement:

(a) the Contractor accepts complete responsibility for having foreseen all
difficulties and costs of successfully completing the Works;

(b) the Contract Price shall not be adjusted to take account of any
unforeseen difficulties or costs; and

(c) the Scheduled Completion Date shall not be adjusted to take account of
any unforeseen difficulties or costs.

4.9 Co-ordination of the Works

(i) The Contractor acknowledges that in addition to the Agreement, it is also aware
of terms of the other Project contracts and other agreements the Authority has
negotiated and entered into for performance of its obligations under the
Agreement ( copies of other contracts and other agreements are made available
to the Contractor from time to time) and that the Contractor is fully aware of
the consequences to the Authority which would or are likely to result from a
breach by the Contractor of its obligations under the Agreement. In the event
the actions of the Contractor result in the breach by the Authority of any or all
of the other Project contracts and such breach imposes any liability on the
Authority, the Contractor shall: (a) undertake all steps as may be possible to
mitigate or neutralize the liability that has arisen, and (b) indemnify the
Authority against any such liability and compensate the Authority to that extent.
(ii) The Contractor shall be responsible for the co-ordination and proper provision of
the Works, including co-ordination of other Contractors or Sub-contractors for
the Project. The Contractor shall co-operate with the Authority in the co-
ordination of the Works with the works under the other Project contracts. The
Contractor shall provide all reasonable support for carrying out their work to:

(a) any other contractors employed by the Authority;

(b) the workmen of the Authority;

(c) the workmen of any Governmental Instrumentality who may be employed

in the execution of work on or near the Site; and

(d) such other persons as is required in the opinion of the Authority for
successful completion of the Project.

4.10 Environmental Measures

(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
Agreement, in addition to all risks the Contractor has agreed to undertake under
the Agreement, including those associated with the performance of its
obligations under the Agreement and all things necessary for the provision of the
Works in a manner satisfactory to the Authority and in accordance with this
Agreement.

4.13 Clearance of the Site

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

4.14 Obligations relating to Local Content

The Contractor [Class-I local supplier / Class-II local supplier /Non Local
Supplier] undertakes to ensure minimum Local Content in the Project Highway of
at least [ 50%/20%] duly complying with the provisions of Department for
Promotion of Industry and Internal Trade, Ministry of Commerce & industry,
Government of India order no P-45021/2/2017-PP(BE-II) dated September 16,
2020,as amended or modified till Bid Due date and the provisions under Rule
144(xi) of GFR, 2017.
 Article 5

Representations and Warranties

5.1 Representations and warranties of the Contractor

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

(a) it is duly organized and validly existing under the laws of India, and
has full power and authority to execute and perform its obligations under
this Agreement and to carry out the transactions contemplated hereby;

(b) it has taken all necessary corporate and/or other actions under
Applicable Laws to authorize the execution and delivery of this
Agreement and to validly exercise its rights and perform its obligations
under this Agreement;

(c) this Agreement constitutes its legal, valid and binding obligation,
enforceable against it in accordance with the terms hereof, and its
obligations under this Agreement will be legally valid, binding and
enforceable against it in accordance with the terms hereof;

(d) it is subject to the laws of India, and hereby expressly and irrevocably
waives any immunity in any jurisdiction in respect of this Agreement or
matters arising there under 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 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;

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

(b) The Contractor has granted (or, if the technology does not currently exist, will
grant at the time of passing to the Authority the property and title in and to
the equipment, materials, goods, Works, spares, Contractor's documents,
Drawings and Manuals in which it is used) to the Authority the right to use the
Technology, free of any lien, claim or restriction.

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

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

(b) The Technology will not abnormally end or provide invalid or incorrect
results as a result of date-dependent data.

(c) The Technology can accurately recognize, manage, accommodate, and

manipulate date-dependent data, including single and multi-century formulas
and leap years.

(vii) No criminal proceedings instituted against any of the employees or Directors of the
Contractor.

(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 authorize
the execution, delivery and performance of this Agreement;

(c) it has the financial standing and capacity to perform its obligations under
this Agreement;

(d) this Agreement constitutes a legal, valid and binding obligation

enforceable against it in accordance with the terms hereof;

(e) it has no knowledge of any violation or default with respect to any order,
writ, 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.

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.
 Article 6

Disclaimer

6.1 Disclaimer

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

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

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

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

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

(vi) Except as otherwise provided in this Agreement, all risks relating to the Project
shall be borne by the Contractor; and the Authority shall not be liable in any
manner for such risks or the consequences thereof.
 Part III
Construction and Maintenance
 Article 7

Performance Security

7.1 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 in the form of Insurance Surety Bond in the
form set forth in Annex III of Schedule -G, Account Payee Demand Draft,
Banker’s Cheque or irrevocable and unconditional e – Bank 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 in the form of
Insurance Surety Bond (in the same form given at Annex III of Schedule –
G), Account Payee Demand Draft, Banker’s Cheque or irrevocable and
unconditional e – Bank Guarantee from a Bank in the same form given at
Annex-I 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 20% of the
estimated project cost/cost put to tender, the additional performance
security shall be calculated @ 20% of the difference in the (i) Estimated
Project Cost (as mentioned in RFP)-20% of the Estimated Project Cost
and (ii) the Bid Price offered by the selected Bidder.

(b) Maximum limit of additional performance security shall be limited to 3%

of 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 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 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 Security and shall be reckoned as such for the purposes of
Termination Payment under Clause 23.6.
 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 finalized by the Authority, free from all encroachments
and encumbrances, and free access thereto for the execution of this
Agreement; and

(b) Obtaining licenses and permits for environment clearance for the
Project 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 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 memorandum containing an inventory of the vacant and
unencumbered land, buildings, structures, road works, trees and any other
immovable property on or attached to the Site so handed over. The signing of
the memorandum, in three (3) counterparts (each of which shall constitute an
original), by the authorized representatives of the Parties shall be deemed to
constitute a valid evidence of giving the relevant Right of Way to the Contractor.
 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 (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.

• 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 parcels for commencing construction of Works therein have not
been given within 180 (one hundred and eighty) days of the Appointed date, the
affected Works shall be deemed to be withdrawn under the provisions of this
Clause 8.3.3. Such Works shall not be computed for the purposes of the aforesaid
ceiling of 10% (ten per cent) hereunder.

(c) Provided further that in case such stretches (as mentioned in Sub-Clause
(b) above) can be handed over to the Contractor before the expiry of the original
Scheduled Construction Period of the Project 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 the percent of the value of the Works
withdrawn as mentioned in the table below and the Contractor shall not be
entitled to any other compensation or Damages for the withdrawal of Works.

Value of work withdrawn Percentage of value of work to be reduced

from contract price
Up to Rs.100 crore 90%
More than 100 crores Rs.90 Crore plus 95% of the amount greater
than Rs.100 Cr.

Provided that if any Works are withdrawn after commencement of the

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

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

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 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.
 Article 9

Utilities and Trees

9.1 Existing utilities and roads

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

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

9.2 Shifting of obstructing utilities

The Contractor shall, subject to Applicable Laws and with assistance of the
Authority, undertake shifting of any utility (including electric lines, water pipes,
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 , as per
the scope given in Schedule B and in accordance with applicable standards and
specifications of concerned utility owning entity. The cost of such shifting, as
indicated in Schedule B is payable to the Contractor as per Schedule H. Cost of
shifting Utilities not included in the Schedule B, if any, shall be treated as
Change of Scope. The Authority will provide assistance to the Contractor for
obtaining the estimates for shifting of such utilities from the entity owning such
electrical lines, water pipes or telephone cables, as the case may be. The
Contractor shall execute such utility shifting works under the supervision of
utility owning agency and Authority Engineer (AE) in accordance with the
provision of Agreement. The Supervision charges only shall be paid by the
Authority to the utility owning entity. In the event of any delay in shifting
thereof, the contractor shall be responsible for failure to perform any of its
obligations here under if such failure is not as a direct consequence of delay on
the part of the entity owning such electric lines, water pipes or telephone
cables, as the case may be.

The dismantled material/ scrap of existing utility to be shifted dismantled

shall belong to the contractor who would be free to dispose-off the dismantled
materials as deemed fit by them.

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

9.3 New utilities

(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.

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

(b) Part II: Programme for completion of all stages of construction given in
Schedule-H and Project Milestones of the Works as specified in Project
Completion Schedule set forth in Schedule-J. The Programme shall
include:

i. the order in which the Contractor intends to carry out the Works,
including the anticipated timing of design and stages of Works;
ii the periods for reviews under Clause 10.2;
 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 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 minimize

the time required for final designs and construction drawings; and

(b) proof check the detailed calculations, drawings and designs, which
have been approved by the Design Director.

(iv) In respect of the Contractor’s obligations with respect to the design and
Drawings of the Project 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
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.

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 [548th 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 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 affected 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.

(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

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.
 (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
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.
 Article 11

Quality Assurance, Monitoring and Supervision

11.1 Quality of Materials and workmanship

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

11.2 Quality control system

(i) The Contractor shall establish a quality control mechanism to ensure

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

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

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

documentation;

(b) quality control mechanism including sampling and testing of

Materials, test frequencies, standards, acceptance criteria, testing
facilities, reporting, recording and interpretation of test results,
approvals, check list for site activities, and proforma for testing and
calibration in accordance with the Specifications for Road and Bridge
Works issued by MORTH, 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.

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 authorized 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

1. 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.

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

11.6 Inspection of construction records

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

11.7 Monthly progress reports

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

The Contractor agrees that reporting under this Clause 11.7 shall continue until
the date of the completion of the Works. Each report shall include:

(a) an executive summary;

(b) charts showing the status of Contractor's documents, construction

and manufacturing and environmental works;
 (c) details of work subcontracted and the performance of Sub-
contractors;

(d) for the construction of each main part of the Works, the extent of
progress (both quantity and percentage of the whole), the actual or
expected dates of commencement, anticipated completion date of the
activity, Contractor's inspections and tests;
(e) records of manpower and Contractor's equipment on the Site;

(f) copies for that month of quality assurance documents, test results
and certificates;

(g) safety statistics, accident data collection including details of any

hazardous incidents and activities relating to environmental aspects and
public relations;

(h) comparisons of actual and planned progress, with details of any

aspects which may jeopardize the completion in accordance with the
Agreement, and the measures being (or to be) adopted to overcome such
aspects;
(i) details of any unresolved disputes or claims, in relation to the
Project;

(j) details of any revision to the cash flow estimate, together with a
copy of the revised cash flow estimate;
(k) status of various Applicable Permits and compliance of conditions
therein;

(l) details of various royalty payment and insurances required to be

taken by the Contractor; and

(m) such other reports as may be required by the Authority for enabling
the Authority to comply with its obligations under the other Project
contracts.
(n) details of defects by the Authority;

(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 authorized representative shall at all
reasonable times:

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

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

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

11.9 Samples

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

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

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

11.10 Tests

i] For determining that the Works conform to the Specifications and

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

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

11.11 Examination of work before covering up

In respect of the work which the Authority’s Engineer is entitled to examine,

inspect, measure and/or test before it is covered up or put out of view or any
part of the work
 is placed thereon, the Contractor shall give notice to the Authority’s Engineer
whenever any such work is ready and before it is covered up. The Authority’s
Engineer shall then either carry out the examination, inspection or testing
without unreasonable delay, or promptly give notice to the Contractor that the
Authority’s Engineer does not require to do so. Provided, however, that if any
work is of a continuous nature where it is not possible or prudent to keep it
uncovered or incomplete, the Contractor shall notify the schedule of carrying out
such work to give sufficient opportunity, not being less than 3 (three) business
days’ notice, to the Authority’s Engineer to conduct its inspection, measurement
or test while the work is continuing. Provided further that in the event the
Contractor receives no response from the Authority’s Engineer within a period of
3 (three) business days from the date on which the Contractor’s notice
hereunder is delivered to the Authority’s Engineer, the Contractor shall be
entitled to assume that the Authority’s Engineer would not undertake the said
inspection.

11.12 Rejection

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

Materials, design or workmanship is found to be defective or otherwise not in
accordance with the provisions of this Agreement, the Authority’s Engineer shall
reject the Plant, Materials, design or workmanship by giving notice to the
Contractor, with reasons. The Contractor shall then promptly make good the
Defect and ensure that the rejected item complies with the requirements of this
Agreement.

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

to be retested, the tests shall be repeated under the same terms and conditions,
as applicable in each case. If the rejection and retesting cause the Authority 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’ 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.

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
 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 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
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;

d] engages in any conduct which is prejudicial to safety, health, or the

protection of the environment; or
e] makes errors in the discharge of his functions.

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

viii] Disorderly Conduct

The Contractor shall at all times take all reasonable precautions to prevent any
unlawful, riotous or disorderly conduct by or amongst its personnel, and to
preserve peace and protection of people and property in the neighborhood of the
Works.
 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 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.
 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 there under (the
“Change of Scope Notice”). The Contractor shall submit a detailed proposal as
per Clause 13.2 (iii) within 15 days from the receipt of Change of Scope Notice.

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
[Link] design for the Change of Scope;

[Link] 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 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.

iv] 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.
 Article 14

Maintenance

14.1 Maintenance obligations of the Contractor

i] The Contractor shall maintain the Project Highway for a period of 5 (five) years,
corresponding to the Defects Liability Period, commencing from the date of the
Completion Certificate (the “Maintenance Period”). For the performance of its
Maintenance obligations, the Contractor shall be paid:

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 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 unauthorized 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 willful 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”).

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

a] 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.

b] 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.

ii] Upon receiving the permission pursuant to Clause 14.5 (i), the Contractor shall
be entitled to close the designated lane for the period specified therein, and for
all lane closures extending a continuous period of 48 (forty-eight) hours, the
Contractor shall, in the event of any delay in re-opening such lane, for every
stretch of 250 (two hundred and fifty) meters, or part thereof, pay Damages to
the Authority 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.

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 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.
 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.

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

i] 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.

ii] 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;
c) flooding of Project Highway; and
d) any other unusual occurrence.
 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.
 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 actual date of completion in case of a road being
constructed with flexible pavement;

b) 10 (ten) years from the actual 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
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.
 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 MoRT&H 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
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.

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.

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 of
the representation. In the event that the appointment of the Authority’s
Engineer is terminated hereunder, the Authority shall appoint forthwith another
Authority’s Engineer in accordance with Clause 18.1 and 18.7 (i).
 Part IV
Financial Covenants
 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 and Goods and Service Tax (GST), the cost of
Maintenance 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 (excluding GST, which shall be
payable at the applicable rates), royalty, cess, charges, and fees that may be
levied in accordance with the laws and regulations in force as on the Base
Date on the Contractor's equipment, Plant, Materials and supplies acquired
for the purpose of this Agreement and on the services performed under this
Agreement. Nothing in this Agreement shall relieve the Contractor from its
responsibility to pay any tax including any tax that may be levied in India on
profits made by it in respect of this Agreement. The Contract Price also
includes the cost of shifting of obstructing utilities (including all centages as
applicable by the utility owning department except supervision charges) as
given in clause 9.2 and Schedule B.

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 mobilization expenses. The Advance Payment for
mobilization expenses shall be made in two installments 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 mobilization 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 installment 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 installment, 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 installment 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 installment,
substantially in the form provided at Annex-III of Schedule-G, to remain effective
till the complete and full repayment thereof.

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

v] The Advance Payment shall be paid by the Authority 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.

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
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).

The Authority’s Engineer shall deliver to the Authority an IPC approving or

amending the monthly maintenance statement to reflect the amount due to the
Contractor in accordance with this Agreement.

ii] Maintenance shall be measured in units of one kilometer each; provided,

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

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

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

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

19.8 Payment of Damages

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

ii] The Authority’s Engineer shall issue the IPC within 15 (fifteen) days of the
receipt of the claim under Clause 19.8 (i), after making adjustments in accordance with
the provisions of this Agreement. The Authority shall pay to the Contractor the amount
due under any IPC within a period of 30 (thirty) days from the date of the submission of
the claim under this Clause 19.8. In the event of the failure of the Authority to make
payment to the Contractor within the specified time, the Authority shall be liable to pay
to the Contractor interest thereon and the provisions of Clause 19.9 shall apply mutatis
mutandis thereto.
 19.9 Time of payment and interest

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

a. payment shall be made no later than 30 (thirty) days from the date of
submission of the Stage Payment Statement by the Contractor to the
Authority’s Engineer for certification in accordance with the provisions of
Clause 19.4 for an IPC; provided that, in the event the IPC is not issued by
the Authority’s Engineer within the aforesaid period of 30 (thirty) days, the
Authority 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;
b) Adjustment for each item of work/stage shall be made separately;

c) The following expressions and meanings are assigned to the value of the
work done:

RW= Value of work done for the completion of a stage under the
following items of Schedule-H:
i. Road works; and
ii. Other works

BR = Value of work done for the completion of a stage under the items
Major Bridges and Structures (Schedule-H)

d) Price adjustment for changes in cost shall be paid in accordance with the
following formulae:

(i)

(ii)

Where,

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

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

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

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

AO = The wholesale price index as published by the Ministry of Commerce &

Industry, Government of India (hereinafter called “WPI”) for
“Manufacture of machinery for mining, quarrying and construction” for
the month of the Base Date.

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

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

BI = The official retail price of bitumen at nearest refinery at [work site ], 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 [Assam]
on the Base Date.

FI = The official retail price of HSD at the existing consumer pumps of IOC in
the State of [Assam] 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 Assam], published by Labour Bureau, Ministry of Labour,
Government of India, (hereinafter called “CPI”) for the month of the Base
Date.

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

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

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

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

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

a) The following percentages shall govern the price adjustment of the Contract
Price:
 Item
Road Works
Earthwork, Culverts, Major
Component Cement
Granular work, Bitumin minor bridges Bridges and
Concrete
and Other ous work and other Structures
Pavement
works structures
Labour (PL) [20%] [20%] [20%] [15%] [15%]
Cement (PC) [5%] Nil [20%] [15%] [15%]
Steel (PS) Nil Nil Nil [15%] [20%]
Bitumen (PB) Nil [15%] Nil Nil Nil
Fuel and [10%] [10%] [10%] [10%] [10%]
lubricants
(PF)
Other [50%] [40%] [35%] [30%] [25%]
Materials
(PM)
Plant, [15%] [15%] [15%] [15%] [15%]
machinery
and spares.
(PA)
Total 100% 100% 100% 100% 100%

19.11 Restrictions on price adjustment

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

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

19.13 Final Payment Statement

i] Within 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

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:

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 authorized 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 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.
 Article 20

Insurance

20.1 Insurance for Works and Maintenance

a) 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.

b) 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.

c) 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:

I. the death of or injury to any person; or

II. 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.

d) 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:

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

II. the right of the Authority to execute the Works, or any part thereof, on,
over, under, in or through any land;

III. 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

IV. the death of or injury to persons or loss of or damage to property

resulting from any act or neglect of the Authority, its agents, servants or
other contractors, not being employed by the Contractor.

Provided that, in the event of any injury or damage as a result of the

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

f) 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 non-renewal 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.

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.

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

20.10 Application of insurance proceeds

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

20.11 Compliance with policy conditions

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

20.12 General Requirements of Insurance Policies

The Contractor must:

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 fulfillment of this requirement; and

j) the required insurance coverage and the Contractor's obligations-referred

to shall in no way affect or limit the Contractor's liability with respect to
its performance of the Works. Nothing in this Section shall limit or relieve
the Contractor of its liabilities and obligations under this Agreement.
 Part V
Force Majeure and Termination
 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 judgment 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;

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 unauthorized or without jurisdiction revocation of, or refusal

to renew or grant without valid cause, any clearance, license, permit,
authorization, no objection certificate, consent, approval or exemption
required by the Contractor or any of the Sub-contractors to perform their
respective obligations under this Agreement; provided that such delay,
modification, denial, refusal or revocation did not result from the
Contractor’s or any Sub-contractor’s inability or failure to comply with
any condition relating to grant, maintenance or renewal of such
clearance, licence, authorization, 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:

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.

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:

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.
 Article 22

Suspension of Contractor’s Rights

22.1 Suspension upon Contractor Default

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

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

22.2 Authority to act on behalf of Contractor

During the period of Suspension hereunder, all rights and liabilities vested in the
Contractor in accordance with the provisions of this Agreement shall continue to
vest therein and all things done or actions taken, including expenditure incurred
by the Authority for discharging the obligations of the Contractor under and in
accordance with this Agreement shall be deemed to have been done or taken for
and on behalf of the Contractor and the Contractor undertakes to indemnify the
Authority for all costs incurred during such period. The Contractor hereby
licenses and sub-licenses respectively, the Authority or any other person
authorized by it under Clause 22.1 to use during Suspension, all Intellectual
Property belonging to or licensed to the Contractor with respect to the Project
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

a) 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.

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

22.4 Termination

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

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 fulfill any obligation, for which failure
Termination has been specified in this Agreement; or

q) the Contractor commits a default in complying with any other provision of

this Agreement if such a default causes a Material Adverse Effect on the
Project or on the Authority.

r) gives or offers to give (directly or indirectly) to any person any bribe,

gift, gratuity, commission or other thing of value, as an inducement or
reward:
i. for doing or forbearing to do any action in relation to the Contract, or

ii. for showing or forbearing to show favour or disfavor 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.

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 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:

i. deliver all relevant records, reports, Intellectual Property and other

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

23.5 Valuation of Unpaid Works

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

a) value of the completed stage of the Works, less payments already made;

b) reasonable value of the partially completed stages of works as on the

date of Termination, only if such works conform with the Specifications
and Standards; and

c) value of Maintenance, if any, for completed months, less payments

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

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

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

23.6 Termination Payment

i. Upon Termination on account of Contractor’s Default under Clause 23.1, the

Authority shall:

a) encash and appropriate the Performance Security, Additional

Performance Security if any and Retention Money, or in the event the
Contractor has failed to replenish or extend the Performance Security and
Additional Performance Security if any, claim the amount stipulated in
Clause 7.1, as agreed pre-determined compensation to the Authority for
any losses, delays and cost of completing the Works and Maintenance, if
any;

b) encash and appropriate the Bank Guarantee, if any, for and in respect of
the outstanding Advance Payment and interest thereon; and

c) pay to the Contractor, by way of Termination Payment, an amount

equivalent to the Valuation of Unpaid Works after adjusting any other
sums payable or recoverable, as the case may be, in accordance with the
provisions of this Agreement.

ii. 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.

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.

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.
 Part VI

Other Provisions
 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.
 Article 25

Liability and Indemnity

25.1 General indemnity

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

25.2 Indemnity by the Contractor

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

(a) failure of the Contractor to comply with Applicable Laws and

Applicable Permits;

(b) payment of taxes required to be made by the Contractor in respect

of the income or other taxes of the Sub-contractors, suppliers and
representatives; or

(c) non-payment of amounts due because of Materials or services

furnished to the Contractor or any of its Sub-contractors which are
payable by the Contractor or any of its Sub-contractors.

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

b) the Indemnified Party shall have reasonably concluded that there may be a
conflict of interest between the Indemnifying Party and the Indemnified Party
in the conduct of the 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.

25.5 Survival on Termination

The provisions of this Article 25 shall survive Termination.

 ARTICLE 26
DISPUTE RESOLUTION

26.1 Dispute Resolution

(i) In the event of any dispute, difference or controversy of whatever nature

howsoever arising under or out of or in relation to this Agreement (including its
interpretation) between the Parties, and so notified inwriting by either Party to the other
Party (the “Dispute”) either Party may call upon the Authority engineer, to mediate and
assist the Parties in arriving at an amicable settlement thereof.

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

(iii) Dispute Resolution Board (DRB):

Falling mediation by the Authority engineer or without the intervention of the Authority
engineer, either Party may require such Dispute to be referred to the Dispute Resolution
Board (“DRB”) in accordance with the procedure set forth in Schedule-[S] to the Contract
Agreement. The decision(s) of the Dispute Resolution Board shall be binding on both
parties who shall promptly give effect to unless and until the same is revised/ modified, as
hereinafter provided, in a Conciliation/Arbitral Tribunal.

26.2 Conciliation

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

26.3 Arbitration

26.3.1 Any dispute which is not resolved amicably by Conciliation as provided in Clause
26.2 shall be finally settled by Arbitration as set forth below:
(i) The dispute shall be finally referred to society for Affordable Resolution of Disputes
(hereinafter called as SAROD), a Society registered under Society Act 1860 vide
Registration no. S/RS/SW1049/2013 duly represented by authority and National Highways
Builders Federation (NHBF). The dispute shall be dealt with in terms of Rules of SAROD.
The detailed procedure for conducting Arbitration shall be governed by the Rules of SAROD
and provisions of Arbitration & Conciliation Act, 1996, as mended from time to time. The
Dispute shall be governed by Substantive Law of India.

(ii) The appointment of Tribunal, Code of conduct for Arbitrators and fees and
expenses of SAROD and Arbitral Tribunal shall also be governed by the Rules of SAROD as
amended from time to time. The Rules of SAROD are placed at Appendix –III

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

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

(v) The expenses incurred by each party in connection with the preparation,
presentation, etc., of arbitral proceedings shall be shared by each party itself.

26.3.2 Deleted

26.3.3 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.

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

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

26.3.6 Deleted

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 maybe, or no such appeal has been preferred within
the time specified in the Applicable Law.
 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 judgment or

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

27.3 Delayed payments

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

27.4 Waiver

i. Waiver, including partial or conditional waiver, by either Party of 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 authorized

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 there under nor time or other indulgence granted by a Party to the
other Party shall be treated or deemed as waiver of such breach or acceptance
of any variation or the relinquishment of any such right hereunder.

27.5 Liability for review of Documents and Drawings

Except to the extent expressly provided in this Agreement:

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.

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 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
[Assam] may, if they are subsequently confirmed by sending a copy
thereof by registered acknowledgement due, air mail or by courier, be
sent by facsimile or e-mail to the person as the Contractor may from time
to time designate by notice to the Authority;
[***]

b. in the case of the Authority, be given by facsimile or e-mail and by letter

delivered by hand and be addressed to the [Chairman] 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
[Assam] 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 license to copy, use and communicate
the Contractor's documents, including making and using modifications of them.
This license shall:

a) apply throughout the actual or intended working life (whichever is

longer) of the relevant parts of the Works;

b) entitle any person in proper possession of the relevant part of the Works
to copy, use and communicate the Contractor's documents for the
purposes of completing, operating, maintaining, altering, adjusting,
repairing and demolishing the Works; and

c) in the case of Contractor's documents which are in the form of computer

programs and other software, permit their use on any computer on the
Site and other places as envisaged by 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.

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 throughout the actual or intended working life (whichever is

longer) of the relevant parts of the Works,

b) entitle any person in proper possession of the relevant part of the Works
to copy, use and communicate the Contractor’s Documents for the
purposes of completing, operating, maintaining, altering, adjusting,
repairing and demolishing the Works, and

c) in the case of Contractor’s Documents which are in the form of computer

programs and other software, permit their use on any computer on the
Site and other places as envisaged by the Contractor, including
replacements of any computers supplied by the Contractor.

iii. The Contractor’s Documents and other design documents made by or on behalf
of the Contractor shall not, without the Contractor’s consent, be used, copied or
communicated to a third party by (or on behalf of) the Authority for purposes
other than those permitted under this Sub-Clause.

27.21 Contractor’s Use of Authority’s Documents

As between the Parties, the Authority shall retain the copyright and other
intellectual property rights in the Authority’s requirements and other Documents
made by (or on behalf of) the Authority. The Contractor may, at its cost copy,
use, and obtain communication of these documents for the purpose of the
Agreement. They shall not
 without the Authority’s consent, be copied, used or communicating to a third
party by the Contractor, except as necessary for the purposes of the Agreement.

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 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.
Schedules
Schedule – A
 SCHEDULE - A
(See Clauses 2.1 and 8.1)
SITE OF THE PROJECT

1 The Site

1.1 Site of the Four-Lane Project Highway shall include the land, buildings,
structures and road works as described in Annex-I of this Schedule-A.

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

1.3 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.

1.4 The alignment plans of the Project Highway are specified in Annex-III. In the
case of sections where no modification in the existing alignment of the Project
Highway is contemplated, the alignment plan has not been provided. Alignment
plans have only been given for sections where the existing alignment is proposed to
be newly Constructed/upgraded. The proposed profile of the Project Highways shall
be followed by the contractor with minimum FRL as indicated in the alignment plan.
The Contractor can, however, improve/upgrade the Plan / Road Profile as indicated
in Annex-III based on site/design requirement within the Right of Way as specified in
Annex-II of this Schedule-A. The FRL indicated in the road profile is the RL of the
median center line matching with the main carriage way on either side i.e. below
raised median or crash barrier.

1.5 The status of the environment clearances obtained or awaited is given in

Annex IV.
 Annex – I
(Schedule-A)
SITE

1. Site

The Site of the Four-Lane Project Highway comprises the section of National
Highway 31 (New NH-17) from km 852.560 to km 862.168 bypassing the existing NH-
31 passing through Gauripur Town in the State of Assam. The land, carriageway and
structures comprising the Site and the bypassed section is 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:

Design chainage(m)
[Link]. ROW(m)
From To
1 0 440 45
2 440 480 45
3 480 2440 45
4 2440 2740 70
5 2740 2977 70
6 2977 6568 45
7 6568 6940 55
8 6940 7189 45
9 7189 7380 50
10 7380 7450 50
11 7450 9031 45
12 9031 9150 45
13 9150 9180 45
14 9180 9240 45
15 9240 9608 45

3. Carriageway
The existing NH 31 passes through Gauripur town and is being bypassed by a 4-lane
Highway as indicated in Annexure III of Schedule A, in this project along a new
greenfield alignment on the northern side of the existing National Highway.

The existing section of NH-31, being bypassed, has a carriageway width of 7.0 with
1.5 m wide paved shoulders on either side and is to be maintained by the contractor
during the entire construction period of bypass.

4. Major Bridges

The Greenfield alignment crosses Khudimari Beel at Ch. 856+322 (design chainage-
3762) and Gadadhar River at Ch. 859+270 (design chainage-6710) requiring
construction of major bridges at these locations (Annexure-III of Sch. A and
Annexure-I of Sch. B).

In the existing alignment of NH-31, which is being bypassed in this project, there is
one (1) Major Bridge as detailed below, which is to be maintained by the contractor
to ensure constant safe and smooth flow of traffic during the entire construction
period:

Span
Bridge No. (As per Year of Condition
Sl. Arrangement Width (m)
Existing Chainage) Construction of Bridge
(m)
863/1 (Gadadhar
1 2X40.6m 7.3 1962 Good
Bridge)

5. Road over-bridges (ROB)/ Road under-bridges (RUB)

NIL (green field alignment)

6. Grade separators

NIL (green field alignment)

7. Minor bridges

The Greenfield alignment requiring construction of one minor bridge at

Ch:859+980 (Design chainage-7420) locations (Annexure-III of Sch. A and
Annexure-I of Sch. B).

However, there are 2 Minor Bridges on the existing section of NH-17

which are to be maintained by the contractor to ensure constant safe flow of
traffic during the entire construction period of bypass.
Bridge No. (As Span
Year of Condition of
Sl. per Existing Arrangement Width (m)
Construction Bridge
Chainage) (m)
1 854/1 5X8.3m 7.3m 1966 Good
2 856/1 5X8.8m 7.3m 1966 Good

8. Railway level crossings

 NIL (green field alignment)

9. Underpasses (vehicular, non-vehicular)

NIL (green field alignment)

10. Culverts

The Site is greenfield

11. Bus bays

NIL (green field alignment)

12. Truck Lay bays

NIL(green field alignment)

13. Road side drains

NIL(green field alignment)

14. Major junctions

NIL(green field alignment)

15. Minor junctions

The details of the minor junctions are as follows:

Type
S. No. Location T -junction Y -junction Cross road
NIL

16. Bypasses

The details of the existing road section proposed to be bypasses are as

follows:
S. No. Name of bypass (town) Chainage (km) From km to Length (in Km)
km
1 Gauripur km 852.56 to km 862.17 9.61

17. Detail of any other structures

Chainage No. of Spans with span

S. No. Type of Structure Width (m)
(km) length (m)
Nil

18. Existing and proposed Chainage along the project is as follows:

 Sl. No. Existing Chainage (km) Design Chainage (km)

1 852+560 000+000
2 862+168 9+610

19. Utilities:

The site includes the utilities mentioned in sheet-I annexure-I Schedule-A

 Sheet-I( Annexure-I Schedule A)
(i) Electrical Utilities
The site includes the following electrical utilities :-
(a) Extra High Tension Lines (EHT Lines)
Chainage Length (in KM) Crossings
Sl. No. From To 400 KV 220 KV 132 KV 66 KV 400 KV 220 KV 132 KV
CROSS
800 800 ING

(b) High Tension/Low Tension Line (HT/LT Lines)

Chainage Length (in M) Crossings
Sl. No. From To Side 33 KV 11 KV LT 132 KV 11 KV LT
1 3905 4791 LHS 886
2 3946 5080 RHS 1134
3 6390 7068 LHS 678
4 6058 6780 RHS 722
5 7868 8257 LHS 389
6 7873 8243 RHS 370
7 9237 9580 LHS 343
8 9250 9568 RHS 318

(c ) Other Electrict Utilities

Sl. No Type f Utility Units Quantity
1 Electric Poles Nos 58
2 Transfomers Nos 3

(ii) Public Health utilities (Water / Sewage Pipe Lines)

The site includes the following Public Health Utilities

Chainage Length (M) Crossings

Water Supply Seweage Line Water Supply
With With With With With With
Pumpi Gravity Pumpi Gravity Pumpi Gravity
Sl. No. From To Side ng Flow ng Flow ng Flow
1 3900 4724 LHS 824
2 3900 4769 RHS 869
3 6075 6815 LHS 740
4 6037 6800 RHS 763
5 7869 8253 LHS 384
6 7867 8237 RHS 370

(iii) Irrigation Canals

Chainage Length (M)
Sl. No. From To Left Side Right Side
1 3985 5364 1379 0
 Annex – II
(Schedule-A)

Dates for providing Right of Way

The dates on which the Authority shall provide Right of Way to the Contractor on
different stretches of the Site are stated below:

From km To
Date of providing
Sl. No (Design km(Design Length (km) Width (m)
Right of Way *
Chainage) Chainage)
1 2 3 4 5 6
(i) Full Right of Way (full width) 90% ROW shall be
provided on
(a) Stretch 000.000 9.610 9.61 45 to 70 Appointed Date

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

(Schedule-A)

Alignment Plans

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

(i) The alignment of the Project Highway is enclosed in the alignment plan. Finished
road level indicated in the alignment plan shall be followed by the contractor as
minimum FRL. In any case, the finished road level of the project highway shall not
be less than those indicated in the alignment plan. The contractor shall, however,
improve/upgrade the Plan/Road profile as indicated in Annex-III based on
site/design requirement within the Right of Way as specified in Annex-II of this
Schedule-A. The FRL indicated in the road profile is the RL of the median center line
matching the main carriageway on either side i.e. below raised median or crash
barrier.

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

(Schedule-A)

Environment Clearances

As per the MOEF notification dated 22ndAugust 2013, the project does not require
Environmental Clearance because the length of road is less than 100km.

Environmental clearances have been obtained: N/A

The following environment clearances are awaited: N/A

Schedule – B
 SCHEDULE - B

(See Clause 2.1)

DEVELOPMENT OF THE PROJECT HIGHWAY

1 Development of the Project Highway

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

2 Rehabilitation and augmentation

Rehabilitation and augmentation shall include Four-Laning of the Project Highway as

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

3 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.
 Annex - I

(Schedule-B)

Description of Four-Laning

1. Construction of the Project Highway

(i) The Project Highway shall follow a greenfield alignment forming

junctions at the start and the end of the alignment. The project highway will
be as per the alignment specified by the Authority and shown in the
alignment plans specified in Annex-III of Schedule-A. Geometric deficiencies,
if any, in the existing horizontal and vertical profiles shall be corrected as per
the prescribed standards for [plain/rolling] terrain to the extent land is
available.

(ii) Width of Carriageway

(a) Four Lanning with paved shoulders shall be undertaken. The paved
main carriageway width shall be in accordance with the typical cross-sections
as given in paragraph 2(xi) of Annex-I of Schedule-B and Appendix-B1
(Schedule-B).

(b) Except as otherwise provided in this Agreement, the width of the

paved carriageway and cross-sectional features shall conform to paragraph 1
(ii) (a) of Annex-I of Schedule-B above.

2 Geometric Design and General Features

(i) General

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

accordance with Section-2 of the Manual.

(ii) Design speed

The design speed shall be 100 km per hr.

(iii) Improvement of the existing road geometrics

NIL

(iv) Right of Way

Details of 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:
 Design Chainage in meter
SL. No. Length (m) Side Location
From To
1 380 755 375 RHS At starting Junction
380 755
2 375 LHS At old NH, starting Junction

3 440 590 150 At starting Junction

4 9140 9290 150 At ending Junction

Total Length 1050 m

(b)In open country, [paved shoulders of 1.5 m width shall be provided and earthen
shoulder of 2m].

(c) Design and specifications of paved shoulders/Footpath/Drain and granular

material shall conform to the requirements specified in the 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 2.10 of the Manual.

(b) Lateral clearance: The width of the opening at the underpasses shall be as
follows:

A) Vehicular Underpasses (VUP)

Design
[Link]. Type Size Length Proposal
Chainage
1 440 VUP (PSC GIRDER) 1x30x5.5 27.00 m New Construction

2 3185 R.C.C. VUP 1x20x5.5 27.00 m New Construction

3 9140 VUP (PSC GIRDER) 1x30x5.5 27.00 m New Construction

B) Small Vehicular Underpasses (SVUP)

[Link]. Chainage Type Size Length Proposal

NIL

(vii) Lateral and vertical clearances at overpasses

(a) Lateral and vertical clearances at overpasses shall be as per paragraph 2.11
of the Manual.

(b) Lateral clearance: The width of the opening at the overpasses shall be as
follows:
 Location
S No. Span/opening (m) Remarks
(km)
Nil

(viii) Service Road/ Slip Road

Service road/ Slip Road shall be constructed at the locations and for the
lengths indicated below:

Left Hand Side Right Hand Side Location

SL.
Chainage (Km) Length (m) Chainage (Km) Length (m)
No.
From To From To
At VUP location at
1 852.560 852.980 420 852.980 853.400 420 Starting T-
Junction
2 855.540 856.335 795 855.540 856.287 747 At VUP location
At VUP location at
3 861.750 862.170 420 861.750 862.170 420
Ending T- Junction
Total = 1635 1587
Total Length= 1635 + 1587 = 3222.00 m
Note-The acceleration and deceleration lanes and transition length will be
considered as incidental to the project and shall not be counted towards service
road length.

(ix) Grade separated structures

(a) Grade separated structures shall be provided as per paragraph 2.13 of the
Manual. The requisite particulars are given below:

A) Vehicular Underpasses (VUP)

Chainage
[Link]. Type Size Length Proposal
(m)
1 440 PSC VUP 1x30x5.5 27.00 m New Construction
2 3185 R.C.C. VUP 1x20x5.5 27.00 m New Construction
3 9140 PSC VUP 1x30x5.5 27.00 m New Construction

B) Small Vehicular Underpasses (SVUP)

[Link]. Chainage Type Size Length Proposal

NIL

C) Elevated Structure excluding exit ramp:

(i) Elevated structure

Design Length Number and Approach

S No. Remarks
(km) (m) Length of Spans(m) gradient

NIL
(ii) Entry & Exit Ramp

Chainage Approach
Sl no Chainage to Side Length Remarks
from gradient
1 2985 3740 LHS 755 2.50% Entry and Exit
at VUP through
2 2985 3740 RHS 755 2.50% RE wall.

(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:

Type of Cross road

S No Location structure Existing Raised Lowered Remarks, if any
Length (m) Level Level Level
Typical Cross Section of Grade separated structures shall be as per paragraphs 2 (ix) of
this Annex-I of Schedule-B

(x) Cattle and pedestrian underpass /overpass

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

S No Location Type of crossing

Nil

(xi) Typical cross-sections of the Project Highway

Schedule of TCS

CHAINAGE
[Link]. Length(m) TCS Type
FROM TO
1 0 270 270 TCS I
2 270 770 500 TCS V
3 770 920 150 TCS VI
4 920 930 10 TCS II
5 930 990 60 TCS VI
6 990 1240 250 TCS III
7 1240 1650 410 TCS VI
8 1650 1660 10 TCS II
9 1660 1690 30 TCS VI
10 1690 1700 10 TCS II
11 1700 1780 80 TCS VI
12 1780 1790 10 TCS II
13 1790 1860 70 TCS VI
14 1860 1870 10 TCS II
15 1870 1890 20 TCS VI
16 1890 1900 10 TCS II
17 1900 1920 20 TCS VI
18 1920 1930 10 TCS II
19 1930 1940 10 TCS VI
20 1940 2010 70 TCS II
21 2010 2040 30 TCS VI
22 2040 2060 20 TCS II
23 2060 2090 30 TCS VI
24 2090 2100 10 TCS II
25 2100 2210 110 TCS VI
26 2210 2220 10 TCS II
27 2220 2250 30 TCS VI
28 2250 2280 30 TCS II
29 2280 2320 40 TCS VI
30 2320 2330 10 TCS II
31 2330 2340 10 TCS VI
32 2340 2350 10 TCS II
33 2350 2380 30 TCS VI
34 2380 2400 20 TCS II
[Link] Length(m) TCS Type
35 2400 2420 20 TCS VI
36 2420 2430 10 TCS II
37 2430 2470 40 TCS VI
38 2470 2490 20 TCS II
39 2490 2895 405 TCS VI
40 2895 2940 45 TCS VII
41 2940 3040 100 TCS VI
42 3040 3140 100 TCS IV
43 3140 3240 100 TCS V
44 3240 3340 100 TCS IV
45 3340 3660 320 TCS III
46 3660 3680 20 TCS VI
47 3680 3840 160 TCS IX
48 3840 4230 390 TCS VI
49 4230 4310 80 TCS II
50 4310 4500 190 TCS VI
51 4500 4760 260 TCS III
52 4760 4780 20 TCS II
53 4780 4910 130 TCS VI
54 4910 4960 50 TCS II
55 4960 5000 40 TCS VI
56 5000 5090 90 TCS II
57 5090 5270 180 TCS VI
58 5270 5750 480 TCS III
59 5750 5960 210 TCS II
60 5960 6020 60 TCS VI
61 6020 6060 40 TCS II
62 6060 6270 210 TCS VI
63 6270 6300 30 TCS VII
64 6300 6330 30 TCS VI
65 6330 6340 10 TCS VII
66 6340 6460 120 TCS VI
67 6460 6630 170 TCS VII
68 6630 6790 160 TCS IX
69 6790 6830 40 TCS VI
70 6830 6850 20 TCS II
71 6850 6880 30 TCS VI
72 6880 6940 60 TCS VII
73 6940 7240 300 TCS VI
74 7240 7390 150 TCS VII
75 7390 7450 60 TCS IX
76 7450 7460 10 TCS VI
77 7460 7770 310 TCS III
78 7770 7830 60 TCS VI
79 7830 7860 30 TCS II
80 7860 8000 140 TCS III
81 8000 8720 720 TCS VI
82 8720 9330 610 TCS V
83 9330 9540 210 TCS II
 [Link] Length(m) TCS Type
84 9540 9600 60 TCS VI
85 9600 9610 10 TCS II
Total9610 m

3 INTERSECTIONS AND GRADE SEPARATORS

All intersections and grade separators shall be as per Section 3 of the 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

I. Major Intersections

[Link]. DESIGN CHAINAGE SIDE TYPE

1 440 RHS T-JUNCTION
2 9140 RHS T-JUNCTION

II. Minor Intersections

DESIGN
[Link]. SIDE TYPE
CHAINAGE
1 707 Both Side Cross Road
2 1646 Both Side Cross Road
3 2350 Both Side Cross Road
4 3195 Both Side Cross Road
5 3460 Both Side Cross Road
6 3900 Both Side Cross Road
7 4010 Both Side Cross Road
8 4710 Both Side Cross Road
9 5040 Both Side Cross Road
10 5357 Both Side Cross Road
11 5380 LHS Y-Junction
12 6035 Both Side Cross Road
13 6369 Both Side Cross Road
14 6840 Both Side Cross Road
15 7140 RHS Y-Junction
16 7340 LHS Y-Junction
17 7856 Both Side Cross Road
18 8230 Both Side Cross Road

Note:

1) Contractor has to design all the major and minor intersections as per
section-3 of the manual

III. Grade separated intersection with ramps

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

A. VUP

Design
[Link]. Type Size Width Proposal
Chainage
1 440 VUP 1x30x5.5 27.00 m New Construction
2 3185 VUP 1x20x5.5 27.00 m New Construction
3 9140 VUP 1x30x5.5 27.00 m New Construction

B. SVUP
[Link]. Chainage Type Size Length Proposal
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.

5 PAVEMENT DESIGN

(i) Pavement design shall be carried out in accordance with the provision of
Section 5 of the Manual.

(ii) Type of pavement

The new pavement section and service road shall be flexible pavement type

(iii) Design requirements

As per provisions of relevant manual

(a) Design Period and strategy

Flexible pavement for new pavement shall be designed for a minimum design
period of 20 years. 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 minimum Design Traffic as
per the following table: -

S No. Section Design Traffic

1 km 000.00 to km 9.610 80msa
 The pavement should compulsorily have conventional crust composition. Service
Road shall be designed for minimum design traffic of 10 MSA. Minimum Crust
composition shall be as below:

i) Main Highway ii) Service/Slip Road

1. BC with 50 mm 1. BC with 30mm
2. DBM with 100mm 2. DBM with 50mm
3. WMM 280mm 3. WMM 200mm
4. GSB 300mm 4. GSB 200 mm
5. Subgrade 500mm 5. Subgrade 500mm

Provision of 25 mm Mastic overlaid on 40 mm BC with as wearing coat over

structures shall be used.

(iv) Re-construction of stretches

Entire road shall be newly constructed. These shall be designed as new

pavement and minimum crust thickness shall be as mentioned in Clause 5 (III)b.

6. ROADSIDE DRAINAGE

Drainage system including surface and subsurface drains for the Project Highway
shall be provided as per Section 6 of the Manual.

(a) The detail of location of RCC covered drain is as under: -

Chainage in meter
SL. No. Length(m) Side Location
From To
1 140 370 230 LHS At starting Junction
2 9140 9286 146 LHS At ending Junction
3 9289 9440 151 LHS At ending Junction
Total Length 527 m

(b) The detail of location of PCC Channel Kerb, Chute Drain and CC open drain
at toe connecting chute drain are as under: -
Left Hand Side Right Hand Side
SL. Location
Chainage Length (m) Chainage Length (m)
No.
From To From To
High embankment
and for protect the
1 1023 1058 35 1023 1058 35
side slope from rain
water
2 3590 3682 92 3590 3682 92 R.C.C. BRIDGE at Ch.
3 3842 4006 164 3842 4006 164 3760
High embankment
and for protect the
3 5523 5865 342 5523 5865 342
side slope from rain
water
4 6498 6630 132 6498 6630 132 R.C.C. BRIDGE at Ch.
5 6790 7029 239 6790 7029 239 6710
6 7240 7340 100 7240 7340 100 R.C.C. BRIDGE at Ch.
 Left Hand Side Right Hand Side
SL. Location
Chainage Length (m) Chainage Length (m)
No.
From To From To
7500 7540 40 7500 7540 40 7420
High embankment
and for protect the
7 8228 8378 150 8228 8378 150
side slope from rain
water
Total = 1294 1294
Total Length = 2588.0 m

7. DESIGNS OF STRUCTURES

(i) General

(a) All bridges, culverts and structures shall be designed and constructed in
accordance with the Manual and shall conform to the cross-sectional features
and other details specified therein.

(b) Width of the carriageway of new bridges and structures shall be as follows:

Sl. No. Bridge at km Width of carriageway and cross-sectional features

2 X 10.5 m + 2 X 0.40 m crash barrier +2 x 1.5 m foot
1. All bridges path + 4 x 0.55 m RCC crash barrier (As per IRC SP:
84:2019)

GAD of all bridges attached at Appendix-B2.

Major Bridge
New Major bridge at the following location on the project highway shall be constructed.

[Link]. Chainage Type Span (M) Proposal Name of River

856+322
(Design
1 R.C.C. BRIDGE 160.0 New Construction Khudimari beel
chainage
3762)
859+270
(Design
2 R.C.C. BRIDGE 160.0 New Construction Gadadhar
Chainage
6710)
Minor Bridge
New minor bridges at the following locations on the project highway shall be
Constructed.

[Link]. Chainage Type Span (M) Proposal Name of River

859+980
(Design
1 R.C.C. BRIDGE 60.0 New Construction Silai
chainage
7420)
 (c) The following structures shall be provided with footpaths:

[Link]. Chainage Type Span (M) Proposal Name of River

856+322
(Design New
1 R.C.C. BRIDGE 160.0 Khudimari beel
chainage Construction
3762)
859+270
(Design New
2 R.C.C. BRIDGE 160.0 Gadadhar
Chainage Construction
6710)
859+980
(Design New
3 R.C.C. BRIDGE 60.0 Silai
chainage Construction
7420)

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

(e) The following structures shall be designed to carry utility services specified in
table below:

Location Utility service to be

S. No. Remarks
(km) carried
856+322
(Design
1 Major Bridge
chainage
3762)
859+270
Electric cables, PHE
(Design
2 pipelines, OFC cables, Major Bridge
Chainage
etc.
6710)
859+980
(Design
3 Minor Bridge
chainage
7420)

(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 section 7 of the
Manual

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:

A. Details of Pipe Culvert to be Re-constructed as box culvert: -

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

NIL
B. Details of newly constructed culverts shall be constructed as per
particulars given in the table below:
Design
[Link]. Type Size Proposal
Chainage
At starting major
1 0 RCC Box culvert 1/34/0
junction
2 375 RCC Box culvert 1/33/0 New construction
3 540 RCC Box culvert 1/22/0 New construction
4 752 RCC Box culvert 1/22/0 New construction
5 917 RCC Box culvert 1/33/0 New construction
6 1228 RCC Box culvert 1/33/0 New construction
7 1618 RCC Box culvert 1/22/0 New construction
8 1717 RCC Box culvert 1/33/0 New construction
9 1940 RCC Box culvert 1/33/0 New construction
10 2196 RCC Box culvert 1/45/0 New construction
11 2440 RCC Box culvert 1/54/0 New construction
12 2740 RCC Box culvert 1/33/0 New construction
13 2940 RCC Box culvert 1/33/0 New construction
14 3440 RCC Box culvert 1/33/0 New construction
15 3984 RCC Box culvert 1/45/0 New construction
16 4040 RCC Box culvert 1/22/0 New construction
17 4304 RCC Box culvert 1/22/0 New construction
18 4495 RCC Box culvert 1/22/0 New construction
19 4685 RCC Box culvert 1/33/0 New construction
20 4948 RCC Box culvert 1/22/0 New construction
21 5254 RCC Box culvert 1/33/0 New construction
22 5360 RCC Box culvert 1/33/0 New construction
23 5420 RCC Box culvert 1/33/0 New construction
24 5680 RCC Box culvert 1/45/0 New construction
25 5830 RCC Box culvert 1/45/0 New construction
26 5998 RCC Box culvert 1/33/0 New construction
27 6100 RCC Box culvert 1/33/0 New construction
28 6305 RCC Box culvert 1/34/0 New construction
29 6413 RCC Box culvert 1/34/0 New construction
30 6510 RCC Box culvert 1/54/0 New construction
31 7040 RCC Box culvert 1/33/0 New construction
32 7265 RCC Box culvert 1/54/0 New construction
33 7802 RCC Box culvert 1/54/0 New construction
34 8094 RCC Box culvert 1/33/0 New construction
35 8288 RCC Box culvert 1/33/0 New construction
36 8540 RCC Box culvert 1/34/0 New construction
37 8775 RCC Box culvert 1/34/0 New construction
38 9010 RCC Box culvert 1/33/0 New construction
 Design
[Link]. Type Size Proposal
Chainage
39 9288 RCC Box culvert 1/22/0 New construction
RCC Box culvert At ending major
40 9610 1/34/0
junction

(c) Widening of existing culverts

All existing culverts which are not to be reconstructed shall be widened to the
roadway width including Service Road of the Project Highway as per the typical
cross section specified in paragraph 2 (ix) of this Annex-I of Schedule-B.
Repairs and strengthening of existing structures where required shall be
carried out.

A. Details of Pipe Culvert to be widened and rehabilitated

SNo Design (km) Type, span, height Repairs to be
of existing culvert carried out

Nil

B. Details of Slab/Box Culvert to be widened and rehabilitated.

Type, span, height
Sl. No. Design (km) Width (m)
of existing culvert
NIL

Note: The overall width of the above culverts shall be equal to Main
Carriageway width and service road width including median/separator
gaps as per TCS Schedule given in paragraph 2(xi) of Annex-I of
Schedule-B including the width of existing culverts. In other words,
the above culverts shall also be provided in median gap and also
between main carriageway and service road/slip road, in case there is
any service road/slip road.

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

A. Details of New Pipe Culvert to be constructed: -

S. No. Design (km) Span/Opening (m) Remarks

Nil

B. Details of New Box Culverts to be constructed: -

S No Design (km) Span/Opening (m) Remarks

NIL
 (e) Repairs/replacements of railing/parapets, flooring and protection works of
the existing culverts shall be undertaken as follows:

S. No. Location at km Type of repair required

Nil

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

(g) Utility ducts in form of NP-4 Hume Pipe 600mm diameter shall be provided
across the Project Highway @ 500m c/c along with inspection box/chamber
for crossing of utilities anywhere as per IRC: SP:84-2019 (Clause 2.16)
requirements.

(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:

Overall
Total width (m)
Bridge Width of effective
length (m) of
Sl. at km - Salient Details carriageway and
of proposed proposed
No Design of existing cross-sectional Remarks
reconstru
. Chaina bridge features of proposed
reconstruct cted
ge (km) reconstructed bridge
ed bridge bridge

NIL

(ii) The following narrow bridges shall be widened:

Cross-section
Existing Extent of at deck
S. No. Location (km)
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.

A. Details of New Major Bridges

[Link]. Chainage Type Span (M) Proposal Name of River

856+322
(Design
1 R.C.C. BRIDGE 160.0 New Construction Khudimari beel
chainage
3762)
 859+270
(Design
2 R.C.C. BRIDGE 160.0 New Construction Gadadhar
Chainage
6710)

B. Details of New Minor Bridges on Main Carriageway

Design
[Link]. Type Span (M) Proposal Name of River
Chainage
859+980
(Design
1 R.C.C. BRIDGE 60.0 New Construction Silai
chainage
7420)

C. Details of New Minor Bridges on Service Road

Location Proposed Total length Overall

S. No. Remarks, if any
(km) Span (m) (m) width (m)
NIL

(c) The railings of existing bridges shall be replaced with crash barriers

S. No. Location (km) Remarks

NIL

(d) Repairs/replacements/Rehabilitation of the existing bridges

Location -
Sl. Design Nature and extent of repairs /strengthening to
Remarks
No. Chainage be carried out
(km)
NIL

Others repairs of structures shall be done in consultation with the Authority’s

Engineer.

(e) Drainage system for bridge decks

An effective drainage system for bridge decks shall be provided as per section
7.20 of the Manual

(f) Structures in marine environment

NIL

(iv) Rail-road bridges

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

(b) Road over-bridges

Road over-bridges (road over rail) shall be provided at the following location,
as per drawings attached:

Vertical
Length of Proposed
S. No. Location (km) Clearances Remarks
Bridge (m) Span (m)
(m)
NIL

(c) Road under-bridges

Road under-bridges (road under railway line) shall be provided at the

following level crossings, as per GAD drawings attached:

Location of Level crossing Number and length of

S. No. (km) span (m)
Nil

(v) Grade separated structures

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

(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: - -NA-

(b) ROB / RUB - NIL

(c)Overpasses/Underpasses and other structures

Location of Nature and extent of

S No Structure (km) repairs /strengthening
to be carried out
Nil

* The proposed span arrangement is tentative and subject to change upon

requirements as per Railway Authorities.

(vii) List of Major Bridges and Structures

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

[Link]. Chainage Type Span (M) Proposal Name of River

856+322
1 R.C.C. BRIDGE 160.0 New Construction Khudimari beel
(Design
 chainage
3762)
859+270
(Design
2 R.C.C. BRIDGE 160.0 New Construction Gadadhar
Chainage
6710)
859+980
(Design
3 R.C.C. BRIDGE 60.0 New Construction Silai
chainage
7420)

8. TRAFFIC CONTROL DEVICES AND ROAD SAFETY WORKS

(i) Traffic control devices and road safety works shall be provided in accordance
with Section 9 of the Manual including Two meters high hard barricading is to
be made where deep excavation will be required for construction of
structure. Safety and Traffic Management during Construction shall be done
as per IRC: SP-55.

(ii) Specifications of the reflecting sheeting

Retro reflective sheeting should be of high intensity grade with encapsulated

lens or with micro prismatic retro reflective element in accordance with
ASTM Standard D 4956-04.

9. Roadside Furniture

(i) Roadside furniture shall be provided in accordance with the provisions of

section 9 of the Manual.
a) Road side furniture including traffic signs as per IRC:67-2022, km
stones (5th km stone, km stone, Hectometer stone), road studs, solar
sparkle road studs, Channelizing devices, Lightening devices and
variable message signs, RCC Hollow guard post metal tubular
delineators, cluster of road reflector, LED traffic blinkers, construction
of kerbs, kerb painting, etc.
b) Boundary Pillars: for the entire Project Highway.
c) Road marking as per IRC 35-2015.
d) Landscaping and Tree Plantation on median, traffic island and vacant
land within ROW.
e) Hazard markers / Delineators: Delineators for the entire Project
Highway at the locations as IRC codal provisions.
f) Highway lightning for the entire project highway

a. Statement of W Metal Beam Crash Barrier

Left Hand Side Right Hand Side Location

Sl.
Design Chainage Length Design Chainage Length
No.
From To (m) From To (m)
1 60 80 20 230 240 10 At Bridge
 Left Hand Side Right Hand Side Location
Sl.
Design Chainage Length Design Chainage Length
No.
From To (m) From To (m)
no.857/2
2 130 140 10 270 590 320
(Approach)
3 150 160 10 660 710 50 At Bridge
no.860/2
4 210 220 10 740 920 180
(Approach)
5 280 290 10 1020 1030 10
6 300 320 20 1080 1660 580
7 330 680 350 1690 3195 1505
8 740 930 190 VUP GAP
9 990 1120 130 3195 3620 425
10 1140 1160 20 3650 3680 30
11 1180 1190 10 Bridge Gap
12 1200 1650 450 3850 4230 380
13 1700 1780 80 4310 4720 410
14 1790 1860 70 4780 4910 130
15 1870 1890 20 4960 5000 40
16 1900 1920 20 5090 5890 800
17 1930 1940 10 5960 6020 60
18 2010 2040 30 6060 6627 567
19 2060 2090 30 Bridge Gap
20 2100 2210 110 6797 6830 33
21 2220 2250 30 6850 7390 540
22 2280 2320 40 Bridge Gap
23 2330 2340 10 7450 7830 380
24 2350 2380 30 7860 9100 1240 At Bridge
25 2400 2420 20 9140 9230 90 no.860/4
26 2430 2470 40 9360 9370 10 (Approach)
27 2490 2510 20 9540 9600 60
28 2520 2540 20
29 2550 2560 10
30 2570 2600 30
31 2610 2730 120
32 2750 2760 10
33 2770 2780 10
34 2800 2840 40
35 2850 2910 60
36 2920 3000 80
37 3010 3070 60
38 3080 3120 40
39 3130 3175 45
VUP Gap
40 3195 3230 35
41 3240 3250 10
42 3270 3280 10
43 3290 3310 20
44 3320 3350 30
 Left Hand Side Right Hand Side Location
Sl.
Design Chainage Length Design Chainage Length
No.
From To (m) From To (m)
45 3360 3400 40
46 3410 3460 50
47 3480 3490 10
48 3500 3510 10
49 3520 3560 40
50 3580 3620 40
51 3650 3680 30
Bridge Gap
52 3850 3860 10
53 3860 3890 30
54 3910 3920 10
55 3930 4010 80
56 4020 4050 30
57 4110 4130 20
58 4190 4200 10
59 4210 4220 10
60 4340 4690 350
61 4890 4910 20
62 4950 4980 30
63 5080 6627 1547
Bridge Gap
64 6797 6810 13
65 6830 7390 560
Bridge Gap
66 7450 9190 1740
Total = 7100 7850
Total Length = 7100.0 + 7850.0 = 14950.0 m

(ii) Overhead traffic signs: location and size

• Full width Overhead signs: 2 nos. (Locations to be finalized in consultation
with Authority’s Engineer)

10 COMPENSATORY AFFORESTATION

The number of trees which are required to be transplanted and felled by

contractor are 99 and 397 respectively, which should be done as per Forest
Conservation Act 1980 with all latest amendments.

11 HAZARDOUS LOCATIONS

NIL

12 SPECIAL REQUIREMENT FOR PROJECT

NIL

13. Retaining wall, Toe wall & Embankment protection:

 a) Retaining wall:

Sl. No. Start End Length (m) Height (m) Side Remarks
At starting point to retain the
1 20 260 240 3.5 RHS embankment slop towards
Railway line.
At Start VUP location to
2 230 800 570 4.5 LHS restrict the Toe within the
ROW
3 2900 2960 60 4.5 LHS
4 2900 2960 60 4.5 RHS
5 2960 3070 110 6.0 LHS At start of VUP location to
restrict the Toe within the
6 2960 3070 110 6.0 RHS ROW
7 3070 3133 63 7.0 LHS
8 3080 3133 53 7.0 RHS At VUP location as separated
9 3155 3220 65 7.0 LHS wall between main carriage
10 3155 3220 65 7.0 RHS way and Service Road
11 3220 3300 80 6.0 LHS
12 3220 3300 80 6.0 RHS
13 3300 3360 60 4.5 LHS
14 3300 3360 60 4.5 RHS
At End point to retain the
15 8970 9430 460 4.5 RHS earth on the slope due to
restriction of ROW
TOTAL 2136

3.5 m height Retaining wall = 240.0 m

4.5 m height Retaining wall = 1270.0 m
6.0 m height Retaining wall = 380.0 m
7.0 m height Retaining wall = 246.0 m
Total = 2136.00 m

(b) Toe Wall: -

[Link]. [Link] ENDCH LENGTH(m)
1 280 500 220.00
2 2895 2939 44.00
3 3140 3510 370.00
4 3700 3820 120.00
5 6270 6300 30.00
6 6330 6340 10.00
7 6460 6816 356.00
8 6880 6940 60.00
9 7240 7770 530.00
10 9050 9100 50.00
11 9150 9170 20.00
TOTAL 1810.00
 (c)Schedule for embankment protection:

Chainage Length
Sl. No. SIDE TYPE REMARKS
From To (m)
Slope pitching Low laying area, Bridge
1 0 740 740 LHS & Boulder Approach protection of
apron RCC Bridge No. 853/1
Low laying area and
Slope pitching high embankment. To
2 1240 1610 370 RHS & Boulder accommodate the toe
apron line within the
acquired R.O.W.
3620 3682 62 LHS
Slope pitching
3620 3682 62 RHS Bridge no.4/2 & low
3 & Boulder
3842 3880 38 LHS laying area
apron
3842 3880 38 RHS
Low laying area and
Slope pitching high embankment. To
4 5690 5930 240 LHS & Boulder accommodate the toe
apron line within the
acquired R.O.W.
6480 6630 150 LHS
6480 6630 150 RHS Slope pitching
Bridge no.860/2 & low
5 6790 6940 150 LHS & Boulder
laying area
6790 6820 30 RHS apron
6880 6990 110 RHS
7190 7390 200 LHS
Slope pitching
7190 7390 200 RHS Bridge no.860/5 & low
6 & Boulder
7450 7690 240 LHS laying area
apron
7450 7780 330 RHS
Low laying area and to
Slope pitching
protect from back flow
7 8440 8940 500 LHS & Boulder
water of Gadadhar and
apron
Silai river.
Total 3610
Turfing with sods shall be provided at all other embankment slopes

(d) RE Wall
Sl. No. Location Length(m) Height(m) Side Remarks
Approaches of 4 lane 2x3x 220m Both On the approaches of 4 lane
1 6m (Max)
VUPs = 1320 m Sides VUP on both sides

14. UTILITY SHIFTING

A list is enclosed in Schedule- B1.

15. CHANGE OF SCOPE

 The length of Structures, bridges, culverts, covered drains, toe walls, utilities
specified hereinabove shall be treated as an approximate assessment. The actual
lengths as required on the basis of detailed investigations shall be determined by
the Contractor in accordance with the Specifications and Standards. Any variations
in the lengths specified in this Schedule-B shall not constitute a Change of Scope,
save and except any variations in the length arising out of a Change of Scope
expressly undertaken in accordance with the provisions of Article 13.
 (Schedule B-1)
Utility Shifting
Annexure-I

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. Location/stretch
Type of Utility Unit Quantity
No (LHS/RHS)

A Electrical Utilities

A1 Electrical Poles Nos. 58

A2 Electrical cables meters 4840
A3 Transformers Nos. 03
B Water/Sewage pipeline
B1 Sewage meters
B2 Water supply meters 3950
C Irrigation canal
Main canal and canal outlet meters 1379
- ------- --
Transplantation of tress including
excavation around existing tree,
pruning of branches, lifting, loading
and transportation of existing tree,
D digging pits for placing tree at new Nos. 99
place, adding manure, sand,
fertilizer, hormones and bio
fertilizer to it.

E Felling of Trees Nos. 397

 (Annexure-I
to Schedule-B1)

Utility Shifting.
Shifting of obstructing existing utilities indicated in Schedule A to an appropriate
location in accordance with the standards and specifications of concerned Utility
Owning Department is part of the scope of work of the Contractor. The bidders
may visit the site and assess the quantum of shifting of utilities for the projects
before submission of their bid. Copy of utility relocation plan is enclosed. The
specifications of concerned Utility Owning Department shall be applicable and
followed.

Notes:
(a) The type/ spacing/ size/ specifications of poles/ towers/ lines/ cables to be
used in shifting work shall be as per the guidelines of utility owning
department and it is to be agreed solely between the Contractor and the
utility owning department. No change of scope shall be admissible and no cost
shall be paid for using different type/ spacing/ size/ specifications in shifted
work in comparison to those in the existing work or for making any overhead
crossings to underground as per requirement of utility owning department
and/or construction of project highway. The Contractor shall carry out joint
inspection with utility owning department and get the estimates from the
utility owning department. The assistance of the Authority is limited to giving
forwarding letter on the proposal of Contractor to utility owning department
whenever asked by the Contractor. The decision/ approval of utility owning
department shall be binding on the Contractor.
(b) The supervision charges at the rates/ charges applicable of the utility owning
department shall be paid directly by the Authority to the Utility Owning
department as and when Contractor furnishes demand of Utility Owning
Department along with a copy of estimated cost given by the latter.
(c) The dismantled material/scrap of existing Utility to be shifted/ dismantled
shall belong to the Contractor who would be free to dispose-off the dismantled
material as deemed fit by them unless the Contractor is required to deposit
the dismantled material to utility owning department as per the norm and
practice and in that case the amount of credit for dismantled material may be
availed by the Contractor as per estimate agreed between them.
(d) The utilities shall be handed over after shifting work is completed to Utility
Owning Department to their entire satisfaction. The maintenance liability shall
rest with the Utility Owning Department after handing over process is
complete as far as utility shifting works are concerned.
 DRAWINGS
[Chainage wise TCS are only attached here as Schedule B, AnnexurI-
2(xi)]
[For Plan & Profile drawings and GAD including all TCS, please go
through the ‘Drawing Volumes’ as Appendix B2 and B3 respectively]
Schedule – C
 SCHEDULE – C

(See Clause 2.1)

PROJECT FACILITIES

1 Project Facilities

The contractor shall construct the Project Facilities in accordance with the
provisions of this Agreement. Such Project Facilities shall include:

(a) Roadside side furniture;

(b) Pedestrian facilities;
(c) Tree plantation: The number of trees which are required to be
transplanted by the Contractor should be as per Forest Conservation
Act 1980 with all latest [Link] minimum no of trees
proposed for translocation is 99.
(d) Maintenance: Contractor must maintain the existing bypassed
section of NH-31 (old)/NH-17 (new) pothole free from km 852.560
to km 862.168 during construction of Gauripur bypass. The
contractors should also undertake all repairs necessary for smooth
operation of traffic on the existing Highway which includes
maintenance of pavement, Bridges, culverts, footpath etc.

2 Project Facilities for Four-Laning

Project Facilities forming part of Four-Laning and to be completed on or before the

Project Completion Date have been described in Annex-I of this Schedule-C.
 Annex - I

(Schedule-C)

Project Facilities for Four-Laning

1 Project Facilities

The EPC contractor shall construct the Project Facilities described in this Annex-I
to form part of the Four-Lane Project Highway. The Project Facilities shall include:

(a) Roadside Furniture;

(b) Pedestrian Facilities
(c) Landscaping and Tree Plantation;
(d) Toll Plaza- Nil
(e) Bus-bays and Passenger shelters- Nil

2 Description of Project Facilities

Each of the Project Facilities is briefly described below:

(a) Road side Furniture

Road side furniture shall be provided in accordance with Section 9 of the Manual of
Specifications and Standards. The Concrete / Metal Crash Barriers shall be
provided in accordance with the Manual of Specifications and Standards as referred
in Schedule-D

(b) Pedestrian Facilities

Pedestrian Facilities shall be provided in accordance with the Manual of

Specifications and Standards as referred in Schedule-D.

(c) Landscaping and Tree Plantation:

Landscaping and Plantation in median traffic island and vacant land within ROW
shall be provided in accordance with the Manual of Specifications and Standards as
referred in Schedule-D.

(d) Toll Plaza

Toll Plaza shall be constructed at the following location in accordance with

Section 10 of manuals, save and except as stated as under:

Toll Administrative
Design (km) Toll Lane
Building
Nil
(e) Bus-bays and Passenger Shelter

Bus-bays and Passenger Shelter shall be provided at following locations in

accordance with the Manual of Specifications and Standards as referred in
Schedule-D.
 Location
S No Side (LHS/RHS/Both) Remarks
(km)
NIL

• Full width Overhead signs: 2 nos. (Locations to be finalized in

consultation with Authority’s Engineer)
Schedule – D
 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 Highway including Project Facilities shall conform to design

requirements set out in the following documents:

(i) Manual of Specifications and Standards for Four Laning of Highways (IRC: SP:
84-2019), referred to herein as the Manual. All MoRT&H circulars with
amendments if any.
(ii) MoRT&H Specifications for Road and Bridge Works (5th Revision) 2013 and in
accordance with IRC: SP:55-2014” Guidelines on Traffic Management in Work
Zones”.
(iii) Specifications for Roads and Bridges, MoRT&H, 5th Revision 2013
(iv) IRC:SP:112-2017 “Manual for Quality Control in Road and Bridge works”
(v) IRC: 67-2022 “Code of Practice for Road Signs”.
(vi) IRC: 35-2015 “Code of Practice for Road Markings”.
(vii) IRC: 119-2015 “Guidelines for traffic safety barriers”
(viii) Other relevant codes.
(ix) Wherever IRC guidelines/codes are not available good industry practices may
be adopted.
(x) For shifting of Utilities: The shifting of utilities shall be strictly as per
Ministry’s circular dated 11.02.2021.
 Annex - I

(Schedule-D)

Specifications and Standards for Four Laning

1. Specifications and Standards

All Materials, works and construction operations shall conform to the Manual of
Specifications and Standards for Four Laning (IRC: SP-84-2019) referred to as
Manual and MORTH Specifications for Road and Bridge Works. Where the
specification for a work is not given, Good Industry Practice shall be adopted to
the satisfaction of the Authority’s Engineer.

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 the aforesaid Manual,

the following Specifications and Standards shall apply to the Four/Six-Lane Project
Highway, and for purposes of this Agreement, the aforesaid Manual shall be
deemed to be amended to the extent set forth against Sl. No. (iii) below.

(iii)All the deviations related to Engineering are limited to the extent of

available ROW shown in Schedule–D(Annex-II)
 Annex - II

(Schedule-D)
Deviation in TCS from Standard IRC Manuals for the project “Construction of 4-lane Gauripur Bypass starting from Km 852.560 of NH-
31(Dumardoha Pt-II) and Terminating at Km 862.170 (Baladmara) via khudimari Pt-II, Fulkumari, Charaldanga, Sajuakuti, Geramari Pt-
III and finally meeting at Km 862.170 of NH-17(New)/NH-31(Old) in the state of Assam under EPC Mode(Job No. 31/AS/2023-24/265)”

Sl. Design Chainage Cross Section Ref. to The Manual As per Manual Deviation

CW-7.0 m x 2 + PS-2.5m x 2 + CW-7.0 m x 2 + PS-1.5m x 2 +

1 000 9610 TCS II, III, VI, VII Fig. 2.4 of IRC SP: 84 2019 ES-1.5m x 2 + Shyness 0.5m x ES-2.0m x 2 + Shyness 0.5m x
2 + Median 4.0 m 2 + Median4.0 m
Schedule – E
 Schedule – E

(See Clauses 2.1 and 14.2)

MAINTENANCE REQUIREMENTS

1. Maintenance Requirements

1.1 The Contractor shall, at all times maintain the Project Highway in
accordance with the provisions of this Agreement, Applicable Laws and
Applicable Permits.
[

1.2 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-fulfillment 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.

1.3 All Materials, works and construction operations shall conform to the
MoRT&H Specifications for Road and Bridge Works, and the relevant IRC
publications. Where the specifications for a work are not given, Good
Industry Practice shall be adopted.
2. Repair/rectification of Defects and deficiencies

The obligations of the Contractor in respect of Maintenance Requirements

shall include repair and rectification of the Defects and deficiencies
specified in Annex-I of this Schedule-E within the time limit set forth
therein.

3. Other Defects and deficiencies

In respect of any Defect or deficiency not specified in Annex-I of this

Schedule-E, the Authority’s Engineer may, in conformity with Good Industry
Practice, specify the permissible limit of deviation or deterioration with
reference to the Specifications and Standards, and any deviation or
deterioration beyond the permissible limit shall be repaired or rectified by
the Contractor within the time limit specified by the Authority’s Engineer.
4. Extension of time limit

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

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

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 of 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.
 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:

Perform Level of Service (LOS) Freque Maintena
Time limit for
ance ncy of Tools/Equip Standards and References for nce
Asset Type Rectification/
Paramet Accepta Inspect ment Inspection and Data Analysis Specificati
Desirable Repair
Er Ble ion ons
< 0.1 % of area Length IRC 82: 2015 and Distress Identification
and Measurement Manual for Long Term Pavement MORT&H
Potholes Nil subject to Daily Unit like Performance Program, FHWA 2003 24-48 hours Specification
limit of 10 mm Scale, Tape, ([Link] 3004.2
in depth Odometer etc. reports/03031/)
Flexible < 5% subject
MORT&H
Pavement to limit of 0.5
Cracking Nil Daily 7-15 days Specification
(Pavement of sqm for any
3004.3
MCW, Service 50 m length
Road, MORT&H
approaches of Rutting Nil < 5 mm Daily Straight Edge 15-30 days Specification
Grade 3004.2
structure, Corrugation
approaches of s and Nil < 0.1 % of area Daily 2-7 days IRC:82-2023
connecting Shoving
roads, slip Length MORT&H
roads, lay-byes Bleeding Nil < 1 % of area Daily Measurement 3-7 days Specification
etc. as Unit like 3004.4
applicable) Scale, Tape,
Odometer
etc. IRC:82-2023
Ravelling/ < 1 % of
Nil Daily 7-15 days read with IRC
Stripping Area
SP 81
 Level of Service (LOS)
Perform Freque Maintena
Time limit for
ance ncy of Tools/Equip Standards and References for nce
Asset Type Rectification/
Paramet Inspect ment Inspection and Data Analysis Specificati
Repair
Er Desirabl Accepta ion ons
e Ble

< 1 m for any

100 m section
Edge and width <
Deformati 0.1 m at any
Nil Daily 7-15 days IRC:82-2023
on/ location,
Breaking restricted to
30 cm from
Flexible the edge
Pavement Roughness Bi- Class I Profilometer : ASTM E950 (98)
(Pavement of BI 2000 2400 Annuall :2004 –Standard Test Method for 180 days IRC:82-2023
MCW, Service mm/km mm/km Class I
y measuring Longitudinal Profile of
Road, Profilometer
Travelled Surfaces with
approaches of Skid Bi- SCRIM(Sidewa
Accelerometer BS: 7941-
Grade Number 60SN 50SN Annuall y-force 180 days
Established Inertial Profiling 1:2006
structure, y Coefficient
Reference
approaches of Pavement Routine
ASTM E1656 -94: 2000- Standard
connecting Condition Bi- Investigation
Index Guide
roads, slip 3 2.1 Annuall Machine or for Classification of Automatic 180 days IRC:82-2023
roads, lay-byes y equivalent)
etc. as Pavement Condition Survey
applicable Equipment
Other Bi-
Pavement Annuall 2-7 days IRC:82-2023
Distresses y
Deflection/ Falling
Remaining Annuall Weight
IRC 115: 2014 180 days IRC:115-2014
Life y Deflectomete
r
 Perform Level of Service (LOS) Freque Maintena
Time limit for
ance ncy of Tools/Equip Standards and References for nce
Asset Type Rectification/
Paramet Desirabl Accepta Inspect ment Inspection and Data Analysis Specificati
Repair
Er e ble ion ons
Bi-
Rigid 2200 Class I ASTM E950 (98) :2004 and ASTM E1656 IRC: SP:83-
Roughness BI 2400 mm/Km Annuall 180 days
Pavement mm/Km Profilometer -94: 2000 2018
y
(Pavement of
MCW, Service Skid Resistance no. at
Road, Grade different speed of SCRIM
structure, vehicles (Sideway-
approaches of Minimu Traffic Speed Force
connecting m SN (Km/h) Bi-
Coefficient IRC: SP:83-
roads, slip Skid 36 50 Annuall IRC: SP:83-2018 180 days
Routine 2018
roads, lay-byes 33 65
y
Investigation
etc. as 32 80 Machine or
applicable) 31 95 equivalent)
31 110
Edge drop MORT&H Speci
Nil 40 mm Daily 7-15 days
at shoulders -fication 408.4
<2% variation
Length
Slope of in prescribed MORT&H
Measurement
camber/cro Nil slope of Daily Unit like IRC
7-15 days Specification
ss fall camber /cross 408.4
Scale, Tape,
fall Odometer etc.
<15 variation
Embankment/ Embankmen MORT&H Spec-
Nil in prescribe Daily 7-15 days
Slope t slope ification 408.4
side slope
Embankmen MORT&H
Nil Nil Daily NA 7-15 days
t protection Specification
Daily
Rain Cuts/ Speciall
MORT&H
gullies in Nil Nil y during NA 7-15 days
Specification
slope rainy
season
In addition to the above performance criterion, the contractor shall strictly maintain the rigid pavements as per requirements in the following
table

Table -2: Maintenance Criteria for Rigid Pavements:

Sl. Degree Repair Action

Measured
No Type of Distress of Assessment Rating
Parameter For the case d<D/2 For the case d>D/2
. Severity
0 Nil, not discernible
No action Not applicable
w = width of 1 w< 0.2 mm, hair cracks
crack w=0.2-0.5 mm , discernible
Single Discrete 2
L = length of from slow moving car Seal and stitch if L> 1
Cracks not Seal without delay
1 crack w=0.5-1.5 mm, discernible m. within 7 days
intersecting with any 3
d = depth of from fast moving car
joint
crack Staple or Dowel Bar
D = depth of slab 4 W=1.5-3.0 mm
Seal and stitch if L> 1 Retrofit, FDR for
5 w> 3 mm m. within 7 days affected portion.
Within 15days
0 Nil, not discernible No action
Staple or Dowel Bar
1 w< 0.2 mm, hair cracks Route and seal with Retrofit.
w = width of epoxy. Within 15days
crack w=0.2-0.5 mm , discernible Within 7 days
Single Transverse (or 2
L = length of from slow vehicle
diagonal) Crack
2 crack
intersecting with one Route, seal and
d = depth of
or more joints w=0.5-1.5 mm, discernible stitch, if
crack 3
from fast vehicle L > 1 m.
D = depth of slab
Within 7 days
Dowel Bar Retrofit. Full Depth Repair
4 W=3.0-6.0 mm
Within 15 days Dismantle and
 reconstruct affected.
w > 6 mm, usually associated Portion with norms
with Not Applicable, as it and specifications -
5
spalling, and/or slab rocking may be full depth See Para 5.5 & 9.2
under traffic Within 15 days
Sl. Degree Repair Action
Measured
No Type of Distress of Assessment Rating
Parameter For the case d<D/2 For the case d<D/2
. Severity
0 Nil, not discernible No action
Seal with epoxy, if Staple or Dowel Bar
w<0.5 mm, discernible from
1 L > 1 m. Retrofit.
slow moving vehicle
Within 7 days Within 15days
Route, seal and
w = 0.5-3.0 mm, discernible stitch, if
w = width of 2 -
from fast vehicle L > 1 m.
crack Within 15 days
Single Longitudinal
L = length of Staple, if L> 1 m.
Crack intersecting 3 w = 3.0-6.0 mm Partial Depth Repair
3 crack Within 15 days
with one or more with stapling
d = depth of w= 6.0-12.0 mm, usually
joints 4 Within 15 days
crack associated with spalling
D = depth of slab Full Depth Repair
Dismantle and
Not Applicable, as it
w>12 mm, usually associated reconstruct affected
may be full depth
5 with spalling, and/or slab portion with norms
rocking under traffic and specifications -
See Para 5.6.4
Within 15 days
0 Nil, not discernible No action

1 w< 0.2 mm, hair cracks Seal and stitch, if L>1 -

Multiple Cracks
w = width of m.
4 intersecting with one w=0.2-0.5 mm , discernible
crack 2 Within 15 days
or more joints from slow vehicle

w = 0.5-3.0 mm, discernible Full depth repair Dismantle, Reinstate

3
from fast vehicle within 15 days sub-base, Reconstruct
 w = 3.0-6.0 mm panel broken whole slab as per
4 specifications within
into 2 or 3 pieces
30 days.
w>6 mm and/or panel
5 broken into more than 4
pieces
Sl. Degree Repair Action
Measured
No Type of Distress of Assessment Rating
Parameter
. Severity For the case d<D/2 For the case d<D/2

0 Nil, not discernible No action -

w < 0.5 mm; only 1 corner
1 Seal with low viscosity
broken
epoxy to secure Seal with epoxy
w < 1.5 mm; L < 0.6 m, only
broken parts. Within 7 days
2 one
Within 7 days
corner broken
w=width of w < 1.5 mm; L < 0.6 m, two
3
crack corners broken
5 Corner Break
L=length of w > 1.5 mm; L > 0.6 m or Full depth repair
crack 4 three
Partial depth (Refer
corners broken
Figure 8.3 of
Reinstate sub-base,
IRC:SP:83-2008)within
and Reconstruct
15 days
whole slab as per
5 Three or four corners broken
norms and
specifications within
30 days.

Punchout 0 Nil, not discernible No action

(Applicable to
w=width of
continuous
6 crack 1 w<0.5 mm; L<3 m/m2 Seal with low
Concrete Reinforced
L=length of crack Not applicable, as it viscosity epoxy to
Pavement (CRCP)
may be full depth secure broken parts.
only) either w<0.5 mm or L<3
2 Within 15 days
m/m2
 3 w>1.5 mm and L<3 m/m2

w>3 mm, L< 3 m/m2 and Full depth repair- Cut

4 out and replace
deformation
damaged area taking
care not to damage
w>3 mm, L> 3 m/m2 and
5 reinforcement.
deformation
Within 30 days
Sl. Degree Repair Action
Measured
No Type of Distress of Assessment Rating
Parameter For the case d<D/2 For the case d<D/2
. Severity
0 Nil, not discernible No action
1 r<2% Local repair of areas
damaged and liable to
r = area damaged 2 r=2-10% be damages.
surface / total Within 15 days
Ravelling or
surface of slab Bonded Inlay, 2 or 3
7 honeycomb types 3 r=10-25% Not applicable
(%) slabs if affecting.
surface
h = maximum 4 r=25-50% Within 30 days
depth of damage Reconstruct slabs, 4 or
more slabs if
5 r>50% and h> 25 mm
affecting.
Within 30 days.
Short Term Long Term
0 Nil, not discernible
No action
r = area damaged
surface / total 1 r<2% Local repair of areas
surface of slab damaged and liable to
8 Scaling (%) 2 r=2-10% be damages.
h = maximum Within 7 days Not applicable
depth of 3 r=10-20% Bonded Inlay within 15
damage 4 r=20-30% days
Reconstruct
5 r>30% and h> 25 mm
Within 30 days.
9 Polished Surface/ t= texture 0 No action Not applicable
 Glazing depth, sand 1 t >1 mm
patch test
2 t =1 -0.6 mm
Monitor rate of
3 t =0.6 -0.3 mm
deterioration
4 t =0.3 -0.1 mm
Diamond Grinding if
affecting 50% or more
5 t <0.1 mm slabs in a continuous
stretch of minimum 5
km. Within 30 days.
Sl. Degree Repair Action
Measured
No Type of Distress of Assessment Rating
Parameter For the case d<D/2 For the case d<D/2
. Severity

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

0 No action
5m2

d= 50-100mm; h< 50mm; n<1

1
per 5 m2 Partial depth repair 65
mm deep. Within 15
n=number/m2
Popout (Small Hole), d= 50-100mm; h> 50mm; n<1 days.
d=diameter 2
10 Pothole Refer Para per 5 m2 Not applicable
h = maximum
8.4
depth d= 100-300mm; h< 100mm; Partial depth repair
3 110 mm
n<1 per 5 m2
i.e. 10 mm more than
d= 100-300mm; h> 100mm; the depth of the hole.
4
n<1 per 5 m2 Within 30 days.
d> 300 mm; h> 100 mm; n>1 Full depth repair.
5
per 5 m2 Within 30 days.
Joint Defects

Loss or damage Short Term Long Term

11 Joint Seal Defects 0 Difficult to discern
L= length as % No action Not applicable
 total joint Discernible, L< 25% but of
length little immediate
consequence with regard to Clean joint, inspect
1
ingress of water or later.
trapping of incompressible
material.
Notable, L> 25% insufficient Clean and reapply
protection against ingress of sealant in selected
3
water and trapping of locations. Within 7
incompressible material. days
Severe; w> 3mm negligible
Clean, widen and
protection against ingress of
5 reseal the joint.
water and trapping of
Within 7 days
incompressible material.
0 Nil, not discernible No action
1 w<10 mm apply low viscosity
epoxy resin/mortar in
w=width on cracked portion
2 W=10 -20 mm, L<25%
either side of the Within 7 days
joint Partial depth repair.
12 Spalling of Joints L= length of 3 W=20 -40 mm, L>25% Not applicable
Within 15 days
spalled portion 30-50 mm deep, h=w+
(as % joint 4 W=40 -80 mm, L>25% 20% of w, within
length) 30days
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
Faulting (or Determine cause and
F= difference of 2 f=3-6 mm observe, take action Replace the slab as
13 stepping) in cracks
level for diamond grinding appropriate. Within
or joints
30 days
3 f=6-12 mm Diamond Grinding
4 f=12-18 mm Raise sunken slab Replace the slab as
 Strengthening appropriate. Within
subgrade and sub-base 30 days
5 f> 18 mm
by grouting and raising
sunken slab
Short Term Long Term
0 Nil, not discernible

No action
1 h< 6 mm
h= vertical
displacement 2 h=6-12 mm Install signs to warn
14 Blow up or Buckling
from normal traffic. Within 7 days
3 h=12-25 mm
profile
Full depth repair.
4 h>25 mm
Within 30 days
Shattered slabs, i.e. 4 or Replace broken slabs.
5
more pieces Within 30 days
0 Not discernible, h< 5 mm
No action
h =negative 1 h = 5-15 mm
vertical h = 15-30 mm, Nos < 20%
2 Install signs to warn
displacement joints
15 Depression traffic within 7 days Not applicable
from 3 h = 30-50 mm
normal profile 4 h >50 mm or > 20% joints Strengthen subgrade.
L= 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
vertical h = 15-30 mm, Nos < 20%
2 Install signs to warn
displacement joints
16 Heave traffic within 7 days
from 3 h = 30-50 mm Scrabble
normal profile
4 h >50 mm or > 20% joints Strengthen sub grade.
L= length
Reinstate pavement at
5 h >100 mm normal level if L<20 m.
Within 30 days
17 Bump h = vertical 0 h< 4 mm No action
 displacement Grind, in case of new
Construction Limit
from 1 h = 4-7 mm construction within 7
for new Construction
normal profile days
Grind, in case of Replace in case of new
3 h = 7-15 mm ongoing maintenance. Construction. Within
within 7days 30 days
Full Depth Repair. Full Depth Repair.
5 H > 15 mm
Within 30 days Within 30 days
Short Term Long Term
0 Nil, not discernible, < 3 mm
No action
1 f=3-10 mm Spot repair of shoulder
Lane shoulder drop- f=difference of 2 f=10-25 mm within 7 days
18
off level
3 f=25-50 mm For any 100 m stretch
reconstruct shoulder,
Fill up shoulder within
4 f=50-75 mm if affecting 25% or
7 days
more of stretch.
5 f > 75 mm Within 30 days
Drainage
Quantity of fines 0 Not discernible No action
and water
expelled through Repair cracks and Inspect and repair
1 to 2 Slight/occasional Nos<10%
open joints and joints without delay sub-drainage at
cracks Lift or jack slab within distressed sections
3 to 4 Appreciable/Frequent 10-20%
Nos. 30 days and upstream
19 Pumping
Repair distressed
pavement sections.
Nos./100 m Abundant, crack Strengthen subgrade
5
stretch development>25% and subbase. Replace
slab.
Within 30 days
0-2 No discernible problem No action
Ponding on slabs
20 Ponding due to blockage Clean drains etc. Action required to
Blockage observed in drains,
of drains 3 to4 within 7 days, Follow stop water damaging
but water flowing
up foundation within 30
 Ponding, accumulation of days
5 -do-
water observed
 Table -3: Maintenance Criteria for Safety Related Items and Other Furniture Items:
Specifica
Frequency
Recommended tions
Asset Performance of Testing Time limit for
Level of Service (LOS) Remedial and
Type parameter Measureme Method Rectification
measures Standard
nt
s
As per IRC SP :84-2014, a minimum Removal of obstruction within 24 hours,
of safe stopping sight distance shall in case of sight line affected by
be available throughout. temporary objects such as trees,
Manual temporary encroachments.
Safe Measurement In case of permanent structure or design
Availability Desirable s with deficiency:
Highw Design Stopping IRC: SP
of Safe Sight minimum Monthly Odometer Removal of obstruction/ improvement of
ay Speed, Sight 84-2019
Distance sight along with deficiency at the earliest. Speed
Kmph Distance
Distance (m) video/ image Restriction boards and suitable traffic
(m)
backup calming measures such as transverse bar
100 360 180 marking, blinkers, etc. shall be
applied during the period of
80 260 130
rectification.
Visual
Assessment Cat-1 Defect –
as per within 24 hours IRC:35-
Wear <70% of marking remaining Bi- Annually Re - painting
Pavem Annexure-F Cat-2 Defect 2015
ent of IRC:35- within 2 months
Markin 2015
g As per Cat-1 Defect –
During expected life Service Time
Day time Annexure-D within 24 hours IRC:35-
Cement Road -130mcd/m2/lux Monthly Re - painting
visibility of IRC:35- Cat-2 Defect 2015
Bituminous Road -100mcd/m2/lux
2015 within 2 months
 Initial and Minimum Performance for Dry
Retro reflectivity during night time:
Design (RL) retro Reflectivity
speed (mcd/m2/lux)
Initial Minimum threshold level
(7 (TL) & warranty period
days) required upto 2 years
Up to 65 200 80 As per Cat-1 Defect –
Night time Annexure-E within 24 hours IRC:35-
65-100 250 120 Bi- Annually Re - painting
visibility of IRC:35- Cat-2 Defect 2015
Above10 350 150 2015 within 2 months
0
Initial and minimum performance for Night
visibility under wet condition (Retro
reflectivity):
Initial 7days
Retroreflectivity:100mcd/m2/lux
Minimum Threshold Level: 50mcd/m2/lux
Specifica
Frequency
Recommended tions
Asset Performance of Testing Time limit for
Level of Service (LOS) Remedial and
Type parameter Measureme Method Rectification
measures Standard
nt
s
Initial and Minimum performance
for Skid Resistance:
Initial (7days): 55BPN
Min. Threshold: 44BPN As per
Skid *Note: shall be considered under Annexure-G Within 24 hours IRC:35-
Bi- Annually
resistance urban/city traffic condition of IRC:35- 2015
encompassing the locations like 2015
pedestrian crossings, bus bay, bus stop,
cycle track intersection delineation,
transverse bar markings etc.
 48 hours in case
of Mandatory
Improvement of signs, Cautionary
Shape and Position as per IRC:67-2012. Visual with shape, in case if and informatory
Shape and IRC:67-
position
Signboard should be clearly visible for Daily video/ image shape is damaged. Signs (Single and 2022
the design speed of the section. backup Relocation as per Dual post signs)
requirement 15 days in case of
Gantry/Cantilever
Road sign boards
Signs Testing of 48 hours in case
each of Mandatory
signboard signs, Cautionary
using Retro
and informatory
Retro Reflectivity Change of IRC:67-
reflectivity
As per specifications in IRC:67-2012 Bi- Annually
Measuring signboard
Signs (Single and 2022
Device. In Dual post signs)
accordance 1 Month in case of
with ASTM D Gantry/Cantilever
4956-09 sign boards
Use of
As per IRC 86:1983 depending upon type distance IRC:86-
Kerb Height Bi- Annually Raising Kerb Height Within 1 month
of Kerb measuring 2018
Kerb tape
Functionality: Functioning of kerb Visual with
IRC:35-
Kerb Painting painting as intended Daily video/ image Kerb Repainting Within 7 days
2015
backup
Specifica
Frequency
Recommended tions
Asset Performance of Testing Time limit for
Level of Service (LOS) Remedial and
Type parameter Measureme Method Rectification
measures Standard
nt
s
Reflective Numbers &Functionality as per IRC:SP:8
Pavement Specifications in IRC:SP:84-2019 and 4-2019,
Daily Counting New Installation Within 2 months
Other Markers IRC:35-2015, unless specified in IRC:35-
Road (Road Studs) Schedule-B 2015
Furnit
ure Visual with
Pedestrian Functionality: Functioning of Guardrail as IRC:SP:8
Daily video/ image Rectification Within 15 days
Guardrail intended backup
4-2019
 IRC:SP:8
Traffic Visual with 4-2019,
Functionality: Functioning of Traffic
Safety Daily video/ image Rectification Within 7 days
Safety Barriers as intended IRC:119-
Barriers backup
2015
End IRC:SP:8
Treatment Visual with
Functionality: Functioning of End 4-2019,
Traffic Daily video/ image Rectification Within 7 days
Treatment as intended IRC:119-
Safety backup
Barriers 2015
IRC:SP:8
Visual with
Functionality: Functioning of Attenuators 4-2019,
Attenuators Daily video/ image Rectification Within 7 days
as intended IRC:119-
backup
2015
Guard posts Visual with
Functionality: Functioning of Guard posts IRC:79-
and Daily video/ image Rectification Within 15 days
Delineators and Delineators as intended backup
2019

Overhead Visual with

Overhead Sign Structures shall be IRC:67-
Sign Daily video/ image Rectification Within 15 days
structurally adequate 2022
Structures backup

Visual with
Traffic Functionality: Functioning of Traffic IRC:SP:8
Daily video/ image Rectification Within 7 days
Blinkers Blinkers as intended backup
4-2019

Specifica
Frequency
Recommended tions
Asset Performance of Testing Time limit for
Level of Service (LOS) Remedial and
Type parameter Measureme Method Rectification
measures Standard
nt
s
The
illumination
Illumination:
level shall be IRC:SP:8
Highw Minimum 40 Lux illumination on the road Daily 24 hours
measured 4-2019
ay surface
Highway with
Lightin luxmeter
Lights
g Rectification of IRC:SP:8
System No major failure in the lighting system Daily - 24 hours
failure 4-2019
Rectification of IRC:SP:8
No minor failure in the lighting system Monthly - 8 hours
failure 4-2019
 The
illumination
Minimum 40 Lux illumination on the road level shall be Improvement in IRC:SP:8
Toll Plaza Daily 24 hours
surface measured Lighting System 4-2019
Canopy with
Lights luxmeter
No major/minor failure in the lighting Rectification IRC:SP:8
Daily - 8 hours
system failure 4-2019
Obstruction
in a
minimum
head-room of
5.5 m Visual with
IRC:SP:8
Trees above No obstruction due to tree Monthly video/ image Removal of trees Immediate
4-2019
and carriageway backup
plantat or
ion obstruction
includi in visibility
ng of road signs
media Deterioration Timely watering
Health of plantation shall be as per Visual with
n in health of and treatment. Or IRC:SP:8
requirement of specifications & instructions Daily video/ image Within 90 days
plantat trees and replacement of 4-2019
issued by Authority from time to time backup
ion bushes trees and Bushes
Vegetation
affecting Visual with
Sight line shall be free from obstruction by IRC:SP:8
sight line and Daily video/ image Removal of trees Immediate
vegetation 4-2019
road backup
structures
Cleaning of
- Daily - - Every 4 hours
toilets
Rest Defects in
Areas electrical,
water and - Daily - Rectification 24 hours
sanitary
installations
Specifica
Frequency
Recommended tions
Asset Performance of Testing Time limit for
Level of Service (LOS) Remedial and
Type parameter Measureme Method Rectification
measures Standard
nt
s
Other
Projec
t Damage or deterioration in Approach Roads, pedestrian
faciliti facilities, truck lay-bys, Bus-bays, Bus-shelters, cattle IRC:SP:8
Daily - Rectification 15 days
es and crossings, Traffic Aid posts, Medical Aid Posts and other 4-2019
approa works
ch
roads
Inspection by Cleaning silt up
Bridge soils and debris in
Engineer as culvert barrel after IRC 5-
2 times in a
Free per IRC: rainy season, 15 days before 2015, IRC
Year
waterway/ SP:35-2015 removal of bushes onset of monsoon SP:40-
85% of culvert normal flow area to (before
unobstructe and and vegetation, and within 30 days 2019 and
available and after
d flow recording of U/s of barrel, after end of rainy IRC
rainy
section depth of under barrel season SP:13:20
season)
silting and and D/s of barrel 22
area of before rainy
vegetation. season.
Physical
inspection of
expansion
Pipe/b joints as per IRC:SP:4
30days or before
ox/slab Leak-proof IRC: SP:35 - 0-2019
Fixing with sealant onset of rains
culvert expansion No leakage through expansion joints Bi- Annually 2015 if any, and
suitably whichever comes
s joints if any for IRC:SP:6
earlier
leakage 9-2011
strains on
walls at
joints.
Spalling of Concrete not more than 0.25 Detailed
sqm inspection of IRC:SP:4
De-lamination of concrete not more all Repairs to spalling, 0-2019
than0.25 sq.m. components cracking, de- and
Structurally of Culvert as lamination, rusting MORTH
Bi- Annually 15 days
sound per IRC: shall be followed Specifica
Cracks wider than 0.3 mm not more than SP:35-2015 as per IRC: SP:40- tions
1m and 2019 clause
aggregate length recording the 2800
defects
 30 days after defect IRC
Damaged of rough stone apron or bank 2 times in a
Protection Condition observation or SP:40-
revetment not more than 3 sqm,damage to Year Repairs to
works in survey as per 2weeks before 2019 and
solid apron (concrete apron) not more than (before damaged aprons
good IRC: SP:35- onset of rainy IRC
1 and after and pitching
condition 2015 season whichever is SP:13:20
sqm rainy season
earlier 22
 Frequency Time limit
Recommended Specification
Performance of for
Asset Type Level of Service (LOS) Testing Method Remedial s and
parameter Measureme Rectificati
measures Standards
nt on
Bridges
Visual inspection MORT&H
including ROBs Riding quality or No pothole in wearing Repairs to BC or wearing
Daily as per IRC SP :35- 15 days Specification
Flyover etc. as user comfort coat on bridge deck coat
2015 2811
applicable
Repairs to BC on either
side of expansion joints,
MORT&H
Visual inspection profile correction course
No Bump at expansion Specification
Bumps Daily as per IRC SP :35- on approach slab in case 15 days
joint 3004.2 &
2015 of settlement to
2811
approach
embankment
IRC: 5-
Visual inspection
User safety No damaged or missing 2015,IRC
and detailed Repairs and replacement
(condition of stretch of crash barrier SP:84-2019
Daily condition survey of safety barriers as the 3 days
crash barrier and or pedestrian hand and
as per IRC SP :35- case may be
guard rail) railing IRC SP:40-
2015
2019
All the corroded
Bridge- Super Rusted Not more than 0.25
reinforcement shall
Structure reinforcement sq.m
need to be thoroughly
Detailed condition IRC SP: 40-
Spalling of Not more than 0.50 cleaned from rusting and
survey as per IRC 2019 and
concrete sq.m applied with anti-
Bi-Annually SP: 35-2015 using 15 days MORTH
corrosive coating before
Mobile Bridge Specification
carrying out the repairs
Not more than 0.50 Inspection Unit 1600.
De-lamination to affected concrete
sq.m portion with epoxy
mortar/ concrete
grouting with epoxy
Detailed condition IRC SP: 40-
mortar, investigating
survey as per IRC 2019and
Cracks wider than Not more than 1m total causes for cracks
Bi-Annually SP: 35-2015 using 48 hours MORTH
0.30 mm length development and carry
Mobile Bridge Specification
out necessary
Inspection Unit 2800.
rehabilitation.
 Detailed condition
Grouting of deck slab at
Rainwater survey as per IRC MORTH
leak-age areas, water
seepage through Leakage - nil Quarterly SP: 35-2015 using 1 month Specification
proofing, repairs to
deck slab Mobile Bridge 2600 & 2700
drainage spouts
Inspection Unit
Once in
Carryout major
Deflection due to every
rehabilitation works on IRC SP: 51-
Permanent loads Within design limit 10years for Load test method 6 months
bridge to retain original 2015
And live loads span more
design loads capacity
than 40 m
Frequency Time limit
Recommended Specification
Performance of for
Asset Type Level of Service (LOS) Testing Method Remedial s and
parameter Measureme Rectificati
measures Standards
nt on
Once in
every 5
years for
spans more Laser AASHTO
Vibrations in Frequency of
than 30m displacement Strengthening of super LRFD
bridge deck due vibrations shall not be 4months
and every sensors or laser structure Specificatio
to moving trucks more than 5 Hz
10 years for vibro-meters ns
spans
between 15
to 30m
No damage to
elastomeric sealant Detailed
MORTH
compound in strip seal condition
specificatio
expansion joint, no Survey as per
Leakage in Replace of seal in ns
leakage of rain water Bi-Annually IRC 15 days
expansion joints expansion joint 2600 and
through expansion joint SP:35-2015 using
IRC
in case of buried and Mobile Bridge
SP: 40-2019.
asphalt plug and copper Inspection Unit
strip joint.
Detailed
MORTH
condition
specificatio
Debris and dust Survey as per
No dust or debris in Cleaning of expansion ns
in strip seal Monthly IRC 3 days
expansion joint gap joint gaps thoroughly 2600 and
expansion joint SP:35-2015 using
IRC
Mobile Bridge
SP: 40-2019
Inspection Unit
 Cleaning of drainage
spouts thoroughly.
Detailed
Replacement of missing/
condition
broken down take pipes MORTH
No cracks, spalling of Survey as per
with a minimum pipe specificatio
Drainage Spouts concrete and rusted Bi-Annually IRC 3 days
extension of 500mm ns
steel SP:35-2015 using
below soffit of slab. 2700
Mobile Bridge
Providing sealant around
Inspection Unit
the drainage spout if any
leakages observed.
All the corroded
reinforcement shall need
Detailed to be thoroughly cleaned
condition from rusting and applied IRC SP: 40-
Cracks/spalling
No cracks, spalling of Survey as per with anticorrosive 2019 and
Bridge- of
concrete and rusted Bi-Annually IRC coating before carrying 30 days MORTH
Substructure concrete/rusted
steel SP:35-2015 using out repairs to sub- Specificatio
steel
Mobile Bridge structure by grouting/ n 2800.
Inspection Unit guniting and micro
concreting depending
ontype of defect noticed
Frequency Time limit
Recommended Specification
Performance of for
Asset Type Level of Service (LOS) Testing Method Remedial s and
parameter Measureme Rectificati
measures Standards
nt on
Delamination of bearing In case of failure of even
Detailed
reinforcement not more one bearing on any MORTH
condition
than 5%, cracking or pier/ abutment, all the specificatio
Survey as per
tearing of rubber not bearings ns
Bearings Bi-Annually IRC 3 months
more than 2 locations on that pier/abutment 2810 and
SP:35-2015 using
per side, no rupture of shall be replaced, in IRC
Mobile Bridge
reinforcement or rubber order to get uniform load SP: 40-2019
Inspection Unit
transfer on to bearings.
 Condition survey
and visual
inspection as per
IRC SP:35-2015 IRC SP: 40-
Scouring shall not be using Mobile 2019, IRC 83-
Suitable protection
Bridge- Scouring around lower than maximum Bridge Inspection 2014 and
Bi-Annually works around 1 month
Substructure foundation scour level for the Unit. In case of MORTH
pier/abutment
bridge doubt, use under- Specification
water camera for 2500.
inspection of
deep wells in
major Rivers.
30 days
after
defect
Damaged of rough stone
observatio
apron or bank 2 times in a
n or
revetment not more Year Condition survey IRC SP:40-
Protection works Repairs to damaged 2weeks
than 3 Sq.m, damage to (before as per IRC:SP:35- 2019 and IRC
in good condition aprons and pitching before
solid apron (concrete and after 2015 SP:13-2022
onset of
apron) not more than 1 rainy season
rainy
Sq.m
season
whichever
is earlier
Note: Any Structure during the entire contract period which is found that does not complies with all requirements of this Table will be prepared,
rehabilitated or even reconstructed under the scope of the contractor.
Table 4: Maintenance Criteria for Structures and Culverts:
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

Nature of Defect or deficiency Time limit for repair/

rectification

(b) Granular earth shoulders, side slopes, drains and culverts

(i) Variationbymorethan1%intheprescribedslope of 7 (seven) days

camber/cross fall (shall not be less than the
camber on the main carriageway)

(ii) Edge drop at shoulders exceeding 40 mm 7 (seven) days

(iii) Variation by more than15 % in the prescribed side 30 (thirty) days

(embankment) slopes

(iv) Rain cuts/gullies in slope 7 (seven) days

(v) Damage to or silting of culverts and side drains 7 (seven) days

(vi) De silting 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) Roadside furniture including road sign and pavement marking

(i) Damage to shape or position, poor visibility or 48 (forty eight)hours

loss of retro-reflectivity

(ii) Painting of km stone, railing, parapets, As and when required/ Once

crash barriers every year

(iii) Damaged/missing signs road 7 (seven) days

requiring 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

 Nature of Defect or deficiency Time limit for repair/
rectification

(i) Obstruction in a minimum head- room of 5 m 24 (twenty-four) hours

above carriage way or obstruction in visibility of
road signs

(ii) Removal of fallen trees from carriageway 4 (four) hours

(iii) Deterioration in health of trees and bushes Timely watering and

treatment

(iv) Trees and bushes requiring replacement 30 (thirty) days

(v) Removal of vegetation affecting sightline and 15 (fifteen) days

road structures

(f) Rest area

(i) Cleaning of toilets Every 4(four) hours

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

sanitary installations

(g) [Toll Plaza]

(h) Other Project Facilities and

Approach roads

(i) Damage in approach roads, pedestrian facilities, 15 (fifteen)days

truck lay-byes, bus-bays, bus-shelters, cattle
crossings, [Traffic Aid Posts, Medical Aid Posts]
and service roads

(ii) Damaged vehicles or debris on the road 4 (four) hours

(iii) Malfunctioning of the mobile crane 4 (four) hours

Bridges

(a) Superstructure

(i) Any damage, cracks, spalling/ scaling within 48 (forty eight)

hours
Temporary measures
within15 (fifteen) days or as
Permanent measures
the Authority’s Engineer

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

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

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

(i) Cracks and damages including settlement and 30 (thirty) days

tilting, spalling, scaling

(d) Bearings(metallic)of bridges

(i) Deformation, damages, tilting or shifting 15 (fifteen) days Greasing

of bearings of metallic bearings once
in a year

(e) Joints

(i) Malfunctioning of joints 15 (fifteen)days

(f) Other items

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

(ii) Gathering of dirt in bearings and joints; or 3 (three) days

clogging of spouts, weep holes and vent-holes

(iii) Damage or deterioration in kerbs, parapets, 3 (three) days(immediately

handrails and crash barriers within 24hoursifposing
danger to safety)

(iv) Rain-cuts or erosion of banks of the side slopes 7 (seven) days

of approaches

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

(vi) Damage or deterioration in approach 30 (thirty) days

slabs, pitching, apron, toes, floor or guide bunds

(vii) Growth of vegetation affecting the structure or 15 (fifteen)days

obstructing the waterway

(g) Hill Roads

(i) Damage to new Retaining wall 7 (seven) days

Landslides requiring clearance 12 (twelve) hours
(ii)
Snow requiring clearance 24 (twenty Four) Hours
(iii)

[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
 Schedule-F

(See Clause 4.1 (vii)(a))

APPLICABLE PERMITS

1. Applicable Permits

1.1 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 Panchayat and Pollution Control Board for installation of
crushers;

(c) License for use of explosives;

(d) Permission of the State Government for drawing water from river/reservoir;

(e) License 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.

1.2 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.
Schedule – G
 Schedule-G
(See Clauses 7.1, and 19.2)

FORM OF BANK GUARANTEE

Annex-1
(See Clause 7.1)
Form of Bank Guarantee

[Performance Security/Additional Performance Security]

Chief Engineer (NH Works)

PWD Assam, Chandmari, Guwahati-3

WHEREAS:

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

Contractor”) and Chief Engineer (NH Works), PWD Assam, Chandmari, Guwahati-3
(the “Authority”) have entered into an agreement (the “Agreement”) for the
“Construction of 4-lane Gauripur Bypass starting from Km 852.560 of NH-
31(Dumardoha Pt-II) and Terminating at Km 862.170 (Baladmara) via khudimari Pt-II,
Fulkumari, Charaldanga, Sajuakuti, Geramari Pt-III and finally meeting at Km
862.170 of NH-17(New)/NH-31(Old) in the state of Assam under EPC Mode(Job No.
31/AS/2023-24/265)” 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. …. Crore (Rupees
…. Crore) (the “Guarantee Amount”).

(C) We, ……………. through our branch at …………………………. (the “Bank”) have agreed to
furnish this bank guarantee (hereinafter called the “Guarantee”) by way of
Performance Security.

NOW, THEREFORE, the Bank hereby, unconditionally and irrevocably, guarantees and
affirms as follows:

1. The Bank hereby unconditionally and irrevocably guarantees the due and faithful
performance of the Contractor’s obligations during the {Construction period /Defects
Liability Period and maintenance period} under and in accordance with the
Agreement, and agrees and undertakes to pay to the Authority, upon its mere first
written demand, and without any demur, reservation, recourse, contest or protest,
and without any reference to the Contractor, such sum or sums up to an aggregate
sum of the Guarantee Amount as the Authority shall claim, without the Authority
being required to prove or to show grounds or reasons for its demand and/or for the
sum specified therein.

2. A letter from the Authority, under the hand of an officer not below the rank of
Executive Engineer, PWD (NH), Abhayapuri Construction Division, Abhayapuri, Assam,
 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
difference 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, fulfillment 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 fulfillment, compliance and/or performance of all or any
of the obligations of the Contractor under the Agreement.

7. Notwithstanding anything contained hereinbefore, the liability of the Bank under this
Guarantee is restricted to the Guarantee amount and this Guarantee will remain in
force for the period specified in paragraph 8 below and unless a demand or claim in
writing is made by the Authority 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 authorized to receive such notice and to effect payment thereof forthwith,
and if sent by post it shall be deemed to have been given at the time when it ought to
have been delivered in due course of post and in proving such notice, when given by
post, it shall be sufficient to prove that the envelope containing the notice was posted
and a certificate signed by an officer of the Authority that the envelope was so posted
shall be conclusive.
[[[

11. This Guarantee shall come into force with immediate effect and shall remain in force
and effect for up to the date specified in paragraph 8 above or unit 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)
$
Insert date being 2 (two) years from the date of issuance of this Guarantee (in accordance with Clause 7.2
of the Agreement)

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.
 Annex - II
(Schedule-G)
(See Clause 19.2)

Form for Guarantee for Advance Payment

Chief Engineer (NH Works)

PWD Assam, Chandmari, Guwahati-3
WHEREAS:

(A) [name and address of contractor] (hereinafter called the “Contractor”) has
executed an agreement (hereinafter called the “Agreement”) with the Chief
Engineer, PWD (NH),Government of Assam, Chandmari, Guwahati-3 (the
“Authority”) for the “Construction of 4-lane Gauripur Bypass starting from Km
852.560 of NH-31(Dumardoha Pt-II) and Terminating at Km 862.170 (Baladmara) via
khudimari Pt-II, Fulkumari, Charaldanga, Sajuakuti, Geramari Pt-III and finally
meeting at Km 862.170 of NH-17(New)/NH-31(Old) in the state of Assam under EPC
Mode (Job No. 31/AS/2023-24/265)”on Engineering Procurement and Construction
(the “EPC”) basis, subject to and in accordance with the provisions of the
Agreement.

(B) In accordance with the Clause 19.2 of the Agreement the Authority shall make to
the Contractor an interest bearing @ Bank rate + 3% advance payment (hereinafter
called “Advance Payment”) equal to 10% (ten per cent) of the Contract Price; and
that the advance payment shall be made in three installments subject to the
Contractor furnishing an irrevocable and unconditional guarantee by a scheduled
bank for an amount equal to 110% (One hundred and ten percent) of such
installment to remain effective till the complete and full repayment of the
installment of the Advance Payment as security for compliance with its obligations
in accordance with the Agreement. The amount of {first/second} installment of the
Advance Payment is Rs. ……. cr. (Rupees …….. crore) and the amount of this
guarantee is Rs. --------- cr. (Rupees _____ crore) (the “Guarantee Amount”).

(C) We, ……………..through our branch at …………………………. (the “Bank”) have agreed to
furnish this bank guarantee (hereinafter called the “Guarantee”) for the Guarantee
Amount.

NOW, THEREFORE, the Bank hereby, unconditionally and irrevocably, guarantees and
affirms as follows:

1. The Bank hereby unconditionally and irrevocably guarantees the due and faithful
repayment on time of the aforesaid installment 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 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
Executive Engineer, PWD (NH), Abhayapuri Construction Division, Abhayapuri,
Assam, that the Contractor has committed default in the due and faithful
performance of all or any of its obligations for the repayment of the installment of
the Advance Payment under and in accordance with the Agreement shall be
conclusive, final and binding on the Bank. The Bank further agrees that the
Authority shall be the sole judge as to whether the Contractor is in default in due
and faithful performance of its obligations during and under the Agreement and its
decision that the Contractor is in default shall be final, and binding on the Bank,
notwithstanding any difference 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 discharges 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 authorized to receive such notice and to effect payment thereof
forthwith, and if sent by post it shall be deemed to have been given at the time
when it ought to have been delivered in due course of post and in proving such
notice, when given by post, it shall be sufficient to prove that the envelope
containing the notice was posted and a certificate signed by an officer of the
Authority that the envelope was so posted shall be conclusive.
10. This Guarantee shall come into force with immediate effect and shall remain in
force and effect 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)

(Code Number)

(Address)

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

(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.
Schedule – H
 Schedule-H
(See Clauses10.1(iv) and 19.3)
Contract Price Weightages
1.1 The Contract Price for this Agreement is Rs. ****** crores
1.2 Proportions of the Contract Price for different stages of Construction of the Project
Highway shall be as specified below:

Weightage in
percentage PERCENT
Item to theSTAGE OF PAYMENT AGE
contract WEIGHTA
price GE

WIDENING AND STRENGTHENING OF EXISTING ROAD

A1.1 Earthwork up to top of the sub-grade including 0.00%
excavation in soil, soft rock and hard rock including
Cleaning & grubbing with required site clearance
etc.
A1.2 Sub-Base Course 0.00%
A1.3 Non - Bituminous Base Course 0.00%
A1.4 Bituminous Base Course 0.00%
A1.5 Wearing Coat 0.00%
A1.6 Widening and repair of culverts 0.00%
A1.7 Hard Shoulder 0.00%
BYPASS (FLEXIBLE PAVEMENT)
A2.1 Site clearance and dismantling (Clearing and 0.14%
grubbing and associated works)
A2.2 Earthwork up to top of subgrade and shoulders 21.88%
including excavation
A2.3 Sub base course (GSB) 17.97%
Road works A2.4 Non-Bituminous Base course (WMM) 14.77%
including A2.5 Bituminous Base course (Dense Bituminous 11.89%
culverts, Macadam)
widening 52.51% A2.6 Wearing coat (Bituminous Concrete) 6.41%
and repair RECONSTRUCTION/NEW 2-LANE ALIGNMENT/BYPASS (RIGID
of culverts. PAVEMENT)
A3.1 Earthwork up to top of the sub-grade including 0.00%
excavation in soil, soft rock and hard rock including
Cleaning & grubbing with required site clearance
etc.
A3.2 Sub-Base Course 0.00%
A3.3 Dry Lean Concrete (DLC) Course 0.00%
A3.4 Pavement Quality Control (PQC) Course 0.00%
RECONSTRUCTION/NEW SERVICE ROAD (FLEXIBLE PAVEMENT)
A4.1 Earthwork up to top of the sub-grade including 0.00%
excavation in soil, soft rock and hard rock including
Cleaning & grubbing with required site clearance
etc.
A4.2 Sub-Base Course (GSB) 1.73%
A4.3 Non-Bituminous Base Course (WMM) 2.15%
A4.4 Bituminous Base Course (DBM) 1.20%
A4.5 Wearing Coat (BC) 0.80%
 Weightage in
percentage PERCENT
Item to theSTAGE OF PAYMENT AGE
contract WEIGHTA
price GE

RECONSTRUCTION/NEW SERVICE ROAD (RIGID PAVEMENT)

A5.1 Earthwork up to top of the sub-grade including 0.00%
excavation in soil, soft rock and hard rock including
Cleaning & grubbing with required site clearance
etc.
A5.2 Sub-Base Course 0.00%
A5.3 Dry Lean Concrete (DLC) Course 0.00%
A5.4 Pavement Quality Control(PQC) Course 0.00%
RECONSTRUCTION AND NEW CULVERTS ON EXISTING ROAD,
REALIGNMENTS, BYPASSES
A6.1 Culverts including culverts on junctions and 21.06%
associated Protection Works (Length< 6m)
WIDENING AND REPAIR OF MINOR BRIDGES (Length > 6 m and <
60 m)
A7.1 Minor Bridges
NEW MINOR BRIDGES (Length > 6 m and <= 60 m)
A8.1 Foundation + Sub Structures: On completion of the 26.17%
foundation work including foundations for wing wall
and return walls, abutments, piers upto the
abutment/pier cap.
A8.2 Super-structure: On completion of the super 10.84%
structure in all respect including wearing coat,
bearings, expansion joints, hand rails, crash
barriers, road signs & markings, tests on completion
etc. complete in all respect.

A8.3 Approaches: On completion of approaches 0.51%

including retaining wall, stone pitching, protection
Minor works complete in all respect and fit for use.
Bridges/
A8.4 Guide Bunds and River Training Works: On 0.00%
Under 12.29%
completion of Guide bunds and river training works
passes/ complete in all respects.
Overpasses WIDENING AND REPAIRS OF UNDERPASSES/ OVERPASSES
A9.1 Underpasses/ Overpasses 0.00%
NEW UNDERPASSES/ OVERPASSES
A10.1 Foundation + Sub Structures: On completion of the 34.51%
foundation work including foundations for wing wall
and return walls, abutments, piers upto the
abutment/pier cap.
A10.2 Super-structure: On completion of the super 11.36%
structure in all respect including wearing coat,
bearings, expansion joints, hand rails, crash
barriers, road signs & markings, tests on completion
etc. complete in all respect. Wearing Coat
(a) in case of overpass- wearing coat including
expansion joint complete in all respects as specified
and (b) in case of underpass- Rigid pavement
including drainage facility complete in all respects
as specified.
 Weightage in
percentage PERCENT
Item to theSTAGE OF PAYMENT AGE
contract WEIGHTA
price GE

A10.3 Approaches: On completion of approaches 16.61%

including retaining walls/ Reinforced earth walls,
stone pitching, protection works complete in all
respect and fit for use.
WIDENING AND REPAIRS OF MAJOR BRIDGES 0.00%
A11.1 Foundation 0.00%
A11.2 Sub-structure 0.00%
A11.3 Super-structure (including bearings) 0.00%
A11.4 Wearing Coat including expansion joints 0.00%
A11.5 Miscellaneous items like handrails, crash barriers, 0.00%
road markings etc.
A11.6 Wing walls/ Return walls 0.00%
A11.7 Guide Bunds, River Training Works etc 0.00%
A11.8 Approaches (including Retaining walls, stone 0.00%
pitching and protection works)
NEW MAJOR BRIDGES
A12.1 Foundation 39.06%
A12.2 Sub-structure 14.30%
A12.3 Super-structure (including bearings) 43.66%
A12.4 Wearing Coat including expansion joints 1.43%
A12.5 Miscellaneous items like handrails, crash barriers, 0.57%
road markings etc.
16.37% A12.6 Wing walls/ Return walls 0.00%
Major Bridge
(length > 60 A12.7 Guide Bunds, River Training Works etc 0.00%
m.) works and
ROB/ RUB/ A12.8 Approaches (including Retaining walls, stone 0.98%
elevated pitching and protection works)
section WIDENING AND REPAIR OF ROB/RUB 0.00%
s/flyovers A13.1 (a) ROB 0.00%
including
viaducts, if (i) Foundation - 0.00%
any (ii) Sub-structure - 0.00%
(iii) Super-structure(including bearings) - 0.00%
(iv) Wearing Coat in case of ROB- wearing coat - 0.00%
including expansion joint complete in all respects
as specified.
(v) Miscellaneous items like handrails, crash barriers, 0.00%
road markings etc.
(vi) Wing walls/ Return walls 0.00%
(vii) Approaches (including Retaining walls, stone - 0.00%
pitching and protection works)

A13.2 (b) RUB 0.00%

(i) Foundation - 0.00%
(ii) Sub-structure - 0.00%
(iii) Super-structure(including bearings) - 0.00%
 Weightage in
percentage PERCENT
Item to theSTAGE OF PAYMENT AGE
contract WEIGHTA
price GE

(iv) Wearing Coat in case of RUB- Rigid pavement - 0.00%

under RUB including drainage facility complete in
all respects as specified.

(v) Miscellaneous items like handrails, crash barriers, 0.00%

road markings etc.
(vi) Wing walls/ Return walls 0.00%
(vii) Approaches (including Retaining walls, stone - 0.00%
pitching and protection works)

NEW ROB/RUB 0.00%

A14.1 (a) ROB 0.00%
(i) Foundation - 0.00%
(ii) Sub-structure - 0.00%
(iii) Super-structure(including bearings) - 0.00%
(iv) Wearing Coat in case of ROB- wearing coat - 0.00%
including expansion joint complete in all respects
as specified.
(v) Miscellaneous items like handrails, crash barriers, 0.00%
road markings etc.
(vi) Wing walls/ Return walls 0.00%
(vii) Approaches (including Retaining walls/ - 0.00%
Reinforced earth walls, stone pitching and
protection works)
A14.2 (b) RUB 0.00%
(i) Foundation - 0.00%
(ii) Sub-structure - 0.00%
(iii) Super-structure(including bearings) - 0.00%
(iv) Wearing Coat in case of RUB- Rigid pavement - 0.00%
under RUB including drainage facility complete in
all respects as specified.

(v) Miscellaneous items like handrails, crash barriers, 0.00%

road markings etc.
(vi) Wing walls/ Return walls 0.00%
(vii) Approaches (including Retaining walls/ - 0.00%
Reinforced earth walls, stone pitching and
protection works)
WIDENING AND REPAIR OF ELEVATED SECTION/ FLYOVERS/ 0.00%
GRADE SEPARATORS
A.15.1 (i) Foundation - 0.00%
(ii) Sub-structure - 0.00%
(iii) Super-structure(including bearings) - 0.00%
(iv) Wearing Coat including expansion joint. - 0.00%
 Weightage in
percentage PERCENT
Item to theSTAGE OF PAYMENT AGE
contract WEIGHTA
price GE

(v) Miscellaneous items like handrails, crash barriers, 0.00%

road markings etc.
(vi) Wing walls/ Return walls 0.00%
(vii) Approaches (including Retaining walls/ - 0.00%
Reinforced earth walls, stone pitching and
protection works)
NEW ELEVATED SECTION/ FLYOVERS/ GRADE SEPARATORS 0.00%
A.16.1 (i) Foundation - 0.00%
(ii) Sub-structure - 0.00%
(iii) Super-structure (including bearings) - 0.00%
(iv) Wearing Coat including expansion joint. - 0.00%

(v) Miscellaneous items like handrails, crash barriers, 0.00%

road markings etc.
(vi) Wing walls/ Return walls 0.00%
(vii) Approaches (including Retaining walls/ - 0.00%
Reinforced earth walls, stone pitching and
protection works)
OTHER WORKS
A17.1 Toll Plaza 0.00%
A17.2 Road side drain 1.70%
A17.3 Road signs, marking, Km stones, Safety devices etc.
(a) Pavement Marking 1.70%
(b) Crash barrier/metal beam crash barrier 10.01%
(c) Traffic Sign 2.44%
(d) Road Boundary stone, km Stone,5th km stone and 0.03%
hectometer stone
(e) Traffic blinker LED delineator, stud, reflective 0.64%
payment marker, tree reflector

(f) Traffic impact Attenuators at Abutments and 0.00%

Piers traffic island
%OTHER
16.98%
WORKS
(g) Road furniture (overhead signboard etc.) 0.28%

(h) Others including construction of median & 0.55%

median kerb with channel & paint and rumble
strip & RCC Crashbarrier and guard post
A17.4 Project facilities 0.00%
(a) Truck lay-byes 0.00%
(b) Bus bays and Bus Shelter 0.00%
(c) Junctions (Major) 1.77%
(e) Junctions (Minor) 18.63%
(f) Rest areas (viewpoint/recreational areas) 0.00%
Miscellaneous items
A17.5
(i) Chute drain and CC kerb with channel 0.94%
 Weightage in
percentage PERCENT
Item to theSTAGE OF PAYMENT AGE
contract WEIGHTA
price GE

(ii) CC open drain at toe connecting chute drain 1.15%

(iii) Slope pitching and boulder apron 8.37%
(iv) Retaining wall 37.97%
(v) Toe wall 6.51%
(vi) Solid Footpath 2.33%
(vii) Slope protection works (Turfing with sods) 2.46%
(viii) Median and PCC kerb 2.36%
(ix) Cutting of trees 0.06%
(x) Transplantation of Trees 0.1%
Electrical Utilities and public health utilities (Water pipe line and sewage
line)
(i) HT/LT Line 88.92%
Utility
1.85% (ii) Water Pipeline 0.24%
Shifting
(iii) Sewage line crossings 0.00%
(iv) Irrigation Canal 10.84%

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
PERCENTAGE PAYMENT PROCEDURE
STAGE OF PAYMENT
WEIGHTAGE
WIDENING AND STRENGTHENING OF EXISTING ROAD
A1.1 Earthwork up to top of the sub-grade including excavation 0.00%
in soil, soft rock and hard rock including Cleaning &
grubbing with required site clearance etc.

A1.2 Sub-Base Course 0.00%

A1.3 Non - Bituminous Base Course 0.00% -
A1.4 Bituminous Base Course 0.00%
A1.5 Wearing Coat 0.00%
A1.6 Widening and repair of culverts 0.00%
A1.7 Hard Shoulder 0.00%
RE-CONSTRUCTION/NEW 2-LANE ALIGNMENT/BYPASS (FLEXIBLE
PAVEMENT)
A2.1 Site clearance and dismantling (Clearing and grubbing and 0.14% Unit of measurement is linear
associated works) length. Payment of each
A2.2 Earthwork up to top of subgrade and shoulders including 21.88% stage shall be made on pro
excavation rata basis on completion of a
A2.3 Sub base course (GSB) 17.97% stage in a full length or 5
 PERCENTAGE PAYMENT PROCEDURE
STAGE OF PAYMENT
WEIGHTAGE
A2.4 Non-Bituminous Base course (WMM) 14.77% (five) Km length, whichever
A2.5 Bituminous Base course (Dense Bituminous Macadam) 11.89% is less
A2.6 Wearing coat (Bituminous Concrete) 6.41%
RECONSTRUCTION/NEW 2-LANE ALIGNMENT/BYPASS (RIGID
PAVEMENT)
A3.1 Earthwork up to top of the sub-grade including excavation 0.00%
in soil, soft rock and hard rock including Cleaning &
grubbing with required site clearance etc.
A3.2 Sub-Base Course 0.00%
A3.3 Dry Lean Concrete(DLC) Course 0.00%
A3.4 Pavement Quality Control(PQC) Course 0.00%
RECONSTRUCTION/NEW SERVICE ROAD (FLEXIBLE PAVEMENT)
A4.1 Earthwork up to top of the sub-grade including excavation 0.00%
in soil, soft rock and hard rock including Cleaning & Unit of measurement is linear
grubbing with required site clearance etc. length. Payment of each
stage shall be made on pro
A4.2 Sub-Base Course 1.73% rata basis on completion of a
A4.3 Non-Bituminous Base Course 2.15% stage in a full length or 5
A4.4 Bituminous Base Course 1.20% (five) Km length, whichever
is less
A4.5 Wearing Coat 0.80%
RECONSTRUCTION/NEW SERVICE ROAD (RIGID PAVEMENT)
A5.1 Earthwork up to top of the sub-grade including excavation 0.00%
in soil, soft rock and hard rock including Cleaning &
grubbing with required site clearance etc.
A5.2 Sub-Base Course 0.00%
A5.3 Dry Lean Concrete(DLC) Course 0.00%
A5.4 Pavemennt Quality Control(PQC) Course 0.00%
RECONSTRUCTION AND NEW CULVERTS ON EXISTING ROAD, Cost of each culvert shall be
REALIGNMENTS, BYPASSES determined on pro rata basis
with respect to the total
number of culverts. Payment
A6.1 Culverts including culverts on junctions and associated 21.06%
shall be made on the
Protection Works (Length< 6m)
completion of at least five
culverts.
 @. For example, if the total length of bituminous work to be done is 100 km, the cost per
km of bituminous work shall be determined as follows:
Cost per km = P x weightage for bituminous work x (1/L)
Where P= Contract Price
L = Total length in km
Similarly, the rates per km for stages (1), (2) and (4) above shall be worked out.
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 calculated here is only for payment purposes and will not affect and
referred in other clauses of the contract agreement.

1.3.2 Minor Bridge 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

PERCENTAGE
STAGE OF PAYMENT PAYMENT PROCEDURE
WEIGHTAGE

NEW MINOR BRIDGE

A8.1 Foundation + Sub Structures: On completion of 26.17% (i) Foundation+ Sub structure: Cost
the foundation work including foundations for wing of each minor bridge shall be
wall and return walls, abutments, piers upto the determined on pro rata basis with
abutment/pier cap. respect to the total linear length
(m) of the minor bridges. Payment
against foundation + sub-structure
shall be made on pro-rata basis on
completion of a stage i.e. not less
than 25% of the scope of foundation
+sub- structure of each bridge
subject to completion of at least
two foundations along with sub-
structure upto abutment/pier cap
level of each bridge.
In case where load testing is
required for foundation, the trigger
of first payment shall include load
testing also where specified.
A8.2 Super-structure: On completion of the super 10.84% (ii) Super-structure:
structure in all respect including wearing coat, Payment shall be made on pro-rata
bearings, expansion joints, hand rails, crash basis on completion of a stage i.e.
barriers, road signs & markings, tests on completion completion super-structure of of
etc. complete in all respect. atleast one span in all respects as
specified in the column of "Stage of
Payment" in this sub-clause.
If precast girders/segments are
used, on casting of all such girders
and segments for at least one span
and on submission of Indemnity
Bond by the Contractor, 40% of the
actual cost of such precast
girders/segments determined based
on SoR prevalent on the Base date
within 30 days of submission of the
bill therefor. 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. Balance
payment shall be after erection of
/ launching of these elements as
per stage payment stipulations.

A8.3 Approaches: On completion of approaches 0.51% (iii) Approaches:

including retaining wall, stone pitching, protection Payment shall be made on pro-rata
works complete in all respect and fit for use. basis on completion of a stage i.e.
completion of approaches in all
respect as specified in the column
of "Stage of Payment" in this sub-
clause.
If Reinforced Earth Wall is used
with Facia Panels/Blocks, on
casting of all the Facia
Panels/Blocks of all approaches and
on submission of Indemnity Bond by
the Contractor, 40% of the actual
cost of such precast
girders/segments determined based
on SoR prevalent on the Base date
within 30 days of submission of the
bill therefor. 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. Balance
payment shall be after erection of
/ launching of these elements as
per stage payments stipulations.
A8.4 Guide Bunds and River Training Works: On 0.00% (iv) Guide Bunds and River Training
completion of Guide bunds and river training works Works:
complete in all respects. Payment shall be made on pro-rata
basis on completion of a stage i.e.
completion of Guide Bunds and
River training Works in all
respects as specified.
NEW UNDERPASSES/OVERPASSES
A10.1 Foundation + Sub Structures: On completion of 34.51% i) Foundation +Sub- Structure: Cost
the foundation work including foundations for wing of each Underpass/Overpass shall
wall and return walls, abutments, piers upto the be determined on pro rata basis
abutment/pier cap. with respect to the total linear
length (m) of the
Underpasses/Overpasses. Payment
against foundation + sub- structure
shall be made on pro-rata basis on
completion of a stage i.e. not less
than 25% of the foundation scope of
+sub- structure of each
Underpasses/Overpasses subject to
completion of atleast two
foundations along with sub-
structure upto abutment/pier cap
level each underpass/overpass.

In case where load testing is

required for foundation, the trigger
of first payment shall include load
testing also where specified.
A10.2 Super-structure: On completion of the super 11.36% (ii) Super-structure:
structure in all respect including wearing coat,
bearings, expansion joints, hand rails, crash Payment shall be made on pro-
barriers, road signs & markings, tests on rata basis on completion of a stage
completion etc. complete in all respect. i.e. completion super-structure of
Wearing Coat (a) in case of overpass- wearing coat at least one span in all respects as
including expansion joint complete in all respects specified in the column of "Stage of
as specified and (b) in case of underpass- Rigid Payment" in this sub-clause.
pavement including drainage facility complete in If precast girders/segments are
all respects as specified. used, on casting of all such girders
and segments for at least one span
and on submission of Indemnity
Bond by the Contractor, 40% of the
actual cost of such precast
girders/segments determined based
on SoR prevalent on the Base date
within 30 days of submission of the
bill therefor. 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. Balance
payment shall be after erection of
/ launching of these elements as
per stage payment stipulations.

A10.3 Approaches: On completion of approaches 16.61% (iii) Approaches: Payment shall be

including retaining walls/ Reinforced earth walls, made on pro-rata basis on
stone pitching, protection works complete in all completion of a stage i.e.
respect and fit for use. completion of approaches in all
respect as specified.
If Reinforced Earth Wall is used
with Facia Panels/Blocks, on
casting of all the Facia
Panels/Blocks of all approaches and
on submission of Indemnity Bond by
the Contractor, 40% of the actual
cost of such precast
girders/segments determined based
on SoR prevalent on the Base date
within 30 days of submission of the
 bill therefor. 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. Balance
payment shall be after erection of
/ launching of these elements as
per stage payments stipulations.

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
ERCENTAGE
STAGE OF PAYMENT PAYMENT PROCEDURE
WEIGHTAGE
A.1-WIDENING AND REPAIRS OF MAJOR 0.00%
BRIDGES
A11.1 Foundation 0.00% i) Foundation: Cost of each Major Bridge shall
be determined on pro rata basis with respect
to the total linear length (m) of the Major
Bridge. Payment against foundation shall be
made on prorate basis on completion of a
stage i.e. not less than 25% of the scope of
foundation of the major Bridge subject to
completion of atleast two foundations of the
major Bridge . In case where load testing is
required for foundation, the trigger of first
payment shall include load testing also where
specified.
A11.2 Sub-structure 0.00% (ii) Sub-Structure:. Payment against
Substructure shall be made on pro-rata basis
on completion of a stage i.e. not less than
25% of the scope of substructure of the major
bridge subject to completion of atleast two
sub-structures of abutments/piers upto
abutment/pier cap level of the major bridge.
A11.3 Super-structure(including 0.00% (iii) Super-structure: Payment shall be made
bearings) on pro-rata basis on completion of a stage
i.e. completion of super-structure including
bearings of atleast one span in all respects as
specified.
A11.4 Wearing Coat including expansion 0.00% (iv) Wearing Coat: Payment shall be made on
joints completion of wearing coat including
expansion joints complete in all respects as
specified
A11.5 Miscellaneous items like handrails, 0.00% (v) Miscellaneous: Payments shall be made on
crash barriers, road markings etc. completion of all miscellaneous works like
hand rails, crash barriers, road markings etc.
complete in all respects as specified.
A11.6 Wing walls/ Return walls 0.00% (vi) Wing walls/return walls: Payments shall
be made on completion of all wing
walls/return walls complete in all respects as
specified.
A11.7 Guide Bunds, River Training Works 0.00% (vii) Guide Bunds, River Training works:
etc Payments shall be made on completion of all
 ERCENTAGE
STAGE OF PAYMENT PAYMENT PROCEDURE
WEIGHTAGE
guide bunds/river training works etc.
complete in all respects as specified.
A11.8 Approaches (including Retaining 0.00% (viii) Approaches: Payments shall be made on
walls, stone pitching and completion of both approaches including
protection works) stone pitching, protection works, etc.
complete in all respects as specified.
A.2-NEW MAJOR BRIDGES
A12.1 Foundation 39.06% i) Foundation: Cost of each Major Bridge shall be
determined on pro rata basis with respect to the
total linear length (m) of the Major Bridge.
Payment against foundation shall be made on
prorate basis on completion of a stage i.e. not
less than 25% of the scope of foundation of the
major Bridge subject to completion of atleast two
foundations of the major Bridge.
In case where load testing is required for
foundation, the trigger of first payment shall
include load testing also where specified.
A12.2 Sub-structure 14.30% (ii) Sub-Structure: Payment against Substructure
shall be made on pro-rata basis on completion of
a stage i.e. not less than 25% of the scope of
substructure of the major bridge subject to
completion of at least two sub-structures of
abutments/piers up to abutment/pier cap level of
the major bridge.
A12.3 Super-structure (including 43.66% (iii) Super-structure: Payment shall be made on
bearings) pro-rata basis on completion of a stage i.e.
completion of super-structure including bearings
of at least one span in all respects as specified.
If precast girders/segments are used, on casting
of all such girders and segments for at least one
span and on submission of Indemnity Bond by the
Contractor, 40% of the actual cost of such precast
girders/segments determined based on SoR
prevalent on the Base date within 30 days of
submission of the bill therefor. 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. Balance payment shall be
after erection of / launching of these elements as
per stage payment stipulations.
A12.4 Wearing Coat including expansion 1.43% (iv) Wearing Coat: Payment shall be made on
joints completion of wearing coat including expansion
joints complete in all respects as specified
A12.5 Miscellaneous items like handrails, 0.57% (v) Miscellaneous: Payments shall be made on
crash barriers, road markings etc. completion of all miscellaneous works like hand
rails, crash barriers, road markings etc. complete
in all respects as specified.
A12.6 Wing walls/ Return walls 0.00% (vi) Wing walls/return walls: Payments shall be
made on completion of all wing walls/return
walls complete in all respects as specified.
A12.7 Guide Bunds, River Training Works 0.00% (vii) Guide Bunds, River Training works: Payments
etc shall be made on completion of all guide
bunds/river training works etc. complete in all
respects as specified.
A12.8 Approaches (including Retaining 0.98% (viii) Approaches: Payments shall be made on
walls, stone pitching and completion of both approaches including stone
protection works) pitching, protection works, etc. complete in all
respects as specified.
 ERCENTAGE
STAGE OF PAYMENT PAYMENT PROCEDURE
WEIGHTAGE
If Reinforced Earth Wall is used with Facia
Panels/Blocks, on casting of all the Facia
Panels/Blocks of all approaches and on submission
ofIndemnity Bond by the Contractor, 40% of the
actual cost of such precast girders/segments
determined based on SoR prevalent on the Base
date within 30 days of submission of the bill
therefor. 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.
Balance payment shall be after erection of /
launching of these elements as per stage
payments stipulations.
B.1 - WIDENING AND REPAIR OF ROB/RUB
A13.1 (a) ROB
(i) Foundation 0.00% i) Foundation: Cost of each Major Bridge shall
be determined on pro rata basis with respect
to the total linear length (m) of the Major
Bridge. Payment against foundation shall be
made on prorate basis on completion of a
stage i.e. not less than 25% of the scope of
foundation of the major Bridge subject to
completion of atleast two foundations of the
major Bridge .
In case where load testing is required for
foundation, the trigger of first payment shall
include load testing also where specified.
(ii) Sub-structure 0.00% (ii) Sub-Structure:. Payment against
Substructure shall be made on pro-rata basis
on completion of a stage i.e. not less than
25% of the scope of substructure of the major
bridge subject to completion of at least two
sub-structures of abutments/piers up to
abutment/pier cap level of the major bridge.
(iii) Super-structure(including 0.00% (iii) Super-structure: Payment shall be made
bearings) on pro-rata basis on completion of a stage
i.e. completion of super-structure including
bearings of at least one span in all respects
as specified.
(iv) Wearing Coat in case of ROB- 0.00% (iv) Wearing Coat: Payment shall be made on
wearing coat including expansion completion of wearing coat including
joint complete in all respects as expansion joints complete in all respects as
specified. specified
(v) Miscellaneous items like 0.00% (v) Miscellaneous: Payments shall be made on
handrails, crash barriers, road completion of all miscellaneous works like
markings etc. hand rails, crash barriers, road markings etc.
complete in all respects as specified.
(vi) Wing walls/ Return walls 0.00% (vi) Wing walls/return walls: Payments shall
be made on completion of all wing
walls/return walls complete in all respects as
specified.
(vii) Approaches (including Retaining 0.00% (vii) Guide Bunds, River Training works:
walls, stone pitching and Payments shall be made on completion of all
protection works) guide bunds/river training works etc.
complete in all respects as specified.
A13.2 (b) RUB
 ERCENTAGE
STAGE OF PAYMENT PAYMENT PROCEDURE
WEIGHTAGE
(i) Foundation 0.00% i) Foundation: Cost of each Major Bridge shall
be determined on pro rata basis with respect
to the total linear length (m) of the Major
Bridge. Payment against foundation shall be
made on prorate basis on completion of a
stage i.e. not less than 25% of the scope of
foundation of the major Bridge subject to
completion of atleast two foundations of the
major Bridge .
In case where load testing is required for
foundation, the trigger of first payment shall
include load testing also where specified.
(ii) Sub-structure 0.00% (ii) Sub-Structure:. Payment against
Substructure shall be made on pro-rata basis
on completion of a stage i.e. not less than
25% of the scope of substructure of the major
bridge subject to completion of at least two
sub-structures of abutments/piers up to
abutment/pier cap level of the major bridge.
(iii) Super-structure(including 0.00% (iii) Super-structure: Payment shall be made
bearings) on pro-rata basis on completion of a stage
i.e. completion of super-structure including
bearings of at least one span in all respects
as specified.
(iv) Wearing Coat in case of RUB- 0.00% (iv) Wearing Coat: Payment shall be made on
Rigid pavement under RUB
completion of wearing coat including
including drainage facility
complete in all respects as expansion joints complete in all respects as
specified. specified
(v) Miscellaneous items like 0.00% (v) Miscellaneous: Payments shall be made on
handrails, crash barriers, road completion of all miscellaneous works like
markings etc. hand rails, crash barriers, road markings etc.
complete in all respects as specified.
(vi) Wing walls/ Return walls 0.00% (vi) Wing walls/return walls: Payments shall
be made on completion of all wing
walls/return walls complete in all respects as
specified.
(vii) Approaches (including Retaining 0.00% (vii) Guide Bunds, River Training works:
walls, stone pitching and Payments shall be made on completion of all
protection works) guide bunds/river training works etc.
complete in all respects as specified.
B.2- NEW ROB/RUB
A14.1 (a) ROB
(i) Foundation 0.00% i) Foundation: Cost of each Major Bridge shall
be determined on pro rata basis with respect
to the total linear length (m) of the Major
Bridge. Payment against foundation shall be
made on prorate basis on completion of a
stage i.e. not less than 25% of the scope of
foundation of the major Bridge subject to
completion of atleast two foundations of the
major Bridge .
In case where load testing is required for
foundation, the trigger of first payment shall
include load testing also where specified.
(ii) Sub-structure 0.00% (ii) Sub-Structure:. Payment against
 ERCENTAGE
STAGE OF PAYMENT PAYMENT PROCEDURE
WEIGHTAGE
Substructure shall be made on pro-rata basis
on completion of a stage i.e. not less than
25% of the scope of substructure of the major
bridge subject to completion of at least two
sub-structures of abutments/piers up to
abutment/pier cap level of the major bridge.
(iii) Super-structure(including 0.00% (iii) Super-structure: Payment shall be made
bearings) on pro-rata basis on completion of a stage
i.e. completion of super-structure including
bearings of at least one span in all respects
as specified.
(iv) Wearing Coat in case of ROB- 0.00% (iv) Wearing Coat: Payment shall be made on
wearing coat including expansion completion of wearing coat including
joint complete in all respects as expansion joints complete in all respects as
specified. specified
(v) Miscellaneous items like 0.00% (v) Miscellaneous: Payments shall be made on
handrails, crash barriers, road completion of all miscellaneous works like
markings etc. hand rails, crash barriers, road markings etc.
complete in all respects as specified.
(vi) Wing walls/ Return walls 0.00% (vi) Wing walls/return walls: Payments shall
be made on completion of all wing
walls/return walls complete in all respects as
specified.
(vii) Approaches (including Retaining 0.00% (vii) Guide Bunds, River Training works:
walls/ Reinforced earth walls, Payments shall be made on completion of all
stone pitching and protection guide bunds/river training works etc.
works) complete in all respects as specified.
A14.2 (b) RUB
(i) Foundation 0.00% i) Foundation: Cost of each Major Bridge shall
be determined on pro rata basis with respect
to the total linear length (m) of the Major
Bridge. Payment against foundation shall be
made on prorate basis on completion of a
stage i.e. not less than 25% of the scope of
foundation of the major Bridge subject to
completion of atleast two foundations of the
major Bridge .
In case where load testing is required for
foundation, the trigger of first payment shall
include load testing also where specified.
(ii) Sub-structure 0.00% (ii) Sub-Structure:. Payment against
Substructure shall be made on pro-rata basis
on completion of a stage i.e. not less than
25% of the scope of substructure of the major
bridge subject to completion of at least two
sub-structures of abutments/piers up to
abutment/pier cap level of the major bridge.
(iii) Super-structure(including 0.00% (iii) Super-structure: Payment shall be made
bearings) on pro-rata basis on completion of a stage
i.e. completion of super-structure including
bearings of at least one span in all respects
as specified.
(iv) Wearing Coat in case of RUB- 0.00%
(iv) Wearing Coat: Payment shall be made on
Rigid pavement under RUB
including drainage facility
completion of wearing coat including
complete in all respects as expansion joints complete in all respects as
 ERCENTAGE
STAGE OF PAYMENT PAYMENT PROCEDURE
WEIGHTAGE
specified. specified
(v) Miscellaneous items like 0.00% (v) Miscellaneous: Payments shall be made on
handrails, crash barriers, road completion of all miscellaneous works like
markings etc. hand rails, crash barriers, road markings etc.
complete in all respects as specified.
(vi) Wing walls/ Return walls 0.00% (vi) Wing walls/return walls: Payments shall
be made on completion of all wing
walls/return walls complete in all respects as
specified.
(vii) Approaches (including Retaining 0.00% (vii) Guide Bunds, River Training works:
walls/ Reinforced earth walls, Payments shall be made on completion of all
stone pitching and protection guide bunds/river training works etc.
works) complete in all respects as specified.
WIDENING AND REPAIR OF ELEVATED SECTION/ 0.00%
FLYOVERS/ GRADE SEPARATORS
A.15.1 (i) Foundation 0.00% i) Foundation: Cost of each Major Bridge shall
be determined on pro rata basis with respect
to the total linear length (m) of the Major
Bridge. Payment against foundation shall be
made on prorate basis on completion of a
stage i.e. not less than 25% of the scope of
foundation of the major Bridge subject to
completion of atleast two foundations of the
major Bridge .
In case where load testing is required for
foundation, the trigger of first payment shall
include load testing also where specified.
(ii) Sub-structure 0.00% (ii) Sub-Structure:. Payment against
Substructure shall be made on pro-rata basis
on completion of a stage i.e. not less than
25% of the scope of substructure of the major
bridge subject to completion of at least two
sub-structures of abutments/piers up to
abutment/pier cap level of the major bridge.
(iii) Super-structure(including 0.00% (iii) Super-structure: Payment shall be made
bearings) on pro-rata basis on completion of a stage
i.e. completion of super-structure including
bearings of at least one span in all respects
as specified.
(iv) Wearing Coat including expansion 0.00% (iv) Wearing Coat: Payment shall be made on
joint. completion of wearing coat including
expansion joints complete in all respects as
specified
(v) Miscellaneous items like 0.00% (v) Miscellaneous: Payments shall be made on
handrails, crash barriers, road completion of all miscellaneous works like
markings etc. hand rails, crash barriers, road markings etc.
complete in all respects as specified.
(vi) Wing walls/ Return walls 0.00% (vi) Wing walls/return walls: Payments shall
be made on completion of all wing
walls/return walls complete in all respects as
specified.
(vii) Approaches (including Retaining 0.00% (vii) Guide Bunds, River Training works:
walls/ Reinforced earth walls, Payments shall be made on completion of all
stone pitching and protection guide bunds/river training works etc.
works) complete in all respects as specified.
 ERCENTAGE
STAGE OF PAYMENT PAYMENT PROCEDURE
WEIGHTAGE
NEW ELEVATED SECTION/ FLYOVERS/ GRADE
SEPARATORS
A.16.1 (i) Foundation 0.00% i) Foundation: Cost of each Major Bridge shall
be determined on pro rata basis with respect
to the total linear length (m) of the Major
Bridge. Payment against foundation shall be
made on prorate basis on completion of a
stage i.e. not less than 25% of the scope of
foundation of the major Bridge subject to
completion of atleast two foundations of the
major Bridge .
In case where load testing is required for
foundation, the trigger of first payment shall
include load testing also where specified.
(ii) Sub-structure 0.00% (ii) Sub-Structure:. Payment against
Substructure shall be made on pro-rata basis
on completion of a stage i.e. not less than
25% of the scope of substructure of the major
bridge subject to completion of at least two
sub-structures of abutments/piers up to
abutment/pier cap level of the major bridge.
(iii) Super-structure(including 0.00% (iii) Super-structure: Payment shall be made
bearings) on pro-rata basis on completion of a stage
i.e. completion of super-structure including
bearings of at least one span in all respects
as specified.
(iv) Wearing Coat including expansion 0.00% (iv) Wearing Coat: Payment shall be made on
joint. completion of wearing coat including
expansion joints complete in all respects as
specified
(v) Miscellaneous items like 0.00% (v) Miscellaneous: Payments shall be made on
handrails, crash barriers, road completion of all miscellaneous works like
markings etc. hand rails, crash barriers, road markings etc.
complete in all respects as specified.
(vi) Wing walls/ Return walls 0.00% (vi) Wing walls/return walls: Payments shall
be made on completion of all wing
walls/return walls complete in all respects as
specified.
(vii) Approaches (including Retaining 0.00% (vii) Guide Bunds, River Training works:
walls/ Reinforced earth walls, Payments shall be made on completion of all
stone pitching and protection guide bunds/river training works etc.
works) complete in all respects as specified.

TABLE 1.3.4
Procedure for estimating the value of other works done shall be as stated in table 1.3.4

PERCENTAGE PAYMENT PROCEDURE

STAGE OF PAYMENT
WEIGHTAGE
OTHER WORKS
A17.1 Toll Plaza 0.00%
 PERCENTAGE PAYMENT PROCEDURE
STAGE OF PAYMENT
WEIGHTAGE
A17.2 Road side drain 1.70% Unit of measurement is linear length.
Payment of each stage shall be made on
pro rata basis on completion of a stage in
a length of not less than 10 (ten) percent
of the total length.
A17.3 Road signs, marking, Km stones, Safety
devices etc.
(a) Pavement Marking 1.70%
(b) Crash barrier/metal beam crash barrier 10.01%
(c) Traffic Sign 2.44%
(d) Road Boundary stone, km Stone,5th km 0.03%
stone and hectometer stone
(e) Traffic blinker LED delineator, stud, 0.64%
reflective payment marker, tree Unit of measurement is linear length.
reflector Payment shall be made on pro rata basis
(f) Traffic impact Attenuators at 0.00% on completion of a stage in a length of not
Abutments and Piers traffic island less than 10 (ten) percent of the total
length
(g) Road furniture (overhead signboard 0.28%
etc.)
(h) Others including construction of 0.55%
median & median kerb with channel &
paint and rumble strip & RCC
Crashbarrier and guard post
A17.4 Project facilities
(a) Truck lay-byes 0.00%
(b) Bus bays and Bus Shelter 0.00%
(c) Junctions (Major) 1.74% Payment shall be made on pro rata basis
(d) Junctions (Minor) 18.63% for completed facilities.
(f) Rest areas (viewpoint/recreational 0.00%
areas)
A17.6 Repair of protection works other than 0.00%
approaches to the bridges, elevated sections/
fly-overs/ grade separator and ROBs/ RUBs.
A17.7 Traffic diversion, Safety and traffic 0.00%
management during construction
A17.8 Slope Protection Works as special
requirement for hill road
(a) Hydro Seeding of Cut Slopes in Soil 0.00%
(b) Seeding and Mulching with Jute net all 0.00%
along the perpetual slide locations
(i) Chute drain and CC kerb with channel 0.94%
Unit of measurement is linear length of
CC open drain at toe connecting chute item. Payment shall be made on pro rata
(ii) 1.15%
drain basis on completion of a stage in a length
(iii) Slope pitching and boulder apron 8.37% of not less than 10 (ten) percent of the
(iv) Retaining wall 37.97% total length.
(v) Toe wall 6.51%
(e) Solid Footpath 2.33% Unit of measurement is linear length.
Payment shall be made on pro rata basis
on completion of a stage in a length of not
less than 10 (ten) percent of the total
length
(vi) Slope protection works (Turfing with 2.46% Unit of measurement is linear length.
sods) Payment shall be made on pro rata basis
 PERCENTAGE PAYMENT PROCEDURE
STAGE OF PAYMENT
WEIGHTAGE
on completion of a stage in a length of not
less than 10 (ten) percent of the total
length
(vii) Median and PCC kerb 2.36% Unit of measurement is linear length.
Payment shall be made on pro rata basis
on completion of a stage in a length of not
less than 10 (ten) percent of the total
length
(vi) Cutting of trees 0.06% Cost of each tree shall be determined on
(vii) Transplantation of Trees 0.1% pro rata basis with respect to the total
number of trees.

PERCENTAGE PAYMENT PROCEDURE

STAGE OF PAYMENT
WEIGHTAGE
Electrical Utilities and public health utilities (Water pipe line and sewage line)

(i) EHT Line 0.00% Unit of measurement is as per completed

activities. Cost per activity shalt be Cost
per activity shalt be determined on pro-
rate basis as per its weightage with
reference to total cost of EHT line.
Payment shall be made for completed
activity. (The average weightage of major
activities (only for payment purpose) in
shifting work is (1) Erection of Poles- 20%,
(ii) Conductor stringing including laying of
cable- 30%, (iii) DTR erection (if involved)-
15% and (iv) Charging of line including
dismantling and site clearance-35% (with
DTR) and 50% without DTR)
(ii) EHT Crossings 0.00% Cost of each crossing shall be determined
on pro-rata basis with reference to total
no. of crossings. Payment shall be made
for not less than 25% of the crossings
subject to a minimum of 4 crossings.
(iii) HT/LT Line (including transformers if any) 88.92% Unit of measurement is as per completed
activities. Cost per activity shall be
determined on pro-rata basis as per its
weightage with reference to total cost of
LT/ HT line. Payment shall be made for
completed activity. (The average
weightage of major activities (only for
payment purpose) in shifting work is (i)
Erection of Poles-20% (ii) Conductor
stringing including laying of cable- 30%,
(iii) DTR erection (if involved)-10% and (iv)
Charging of line including dismantling and
site clearance-40% (with DTR) and 50%
without DTR)
(iv) HT/LT Crossings Cost of each crossing shall be determined
on pro-rata basis with reference to total
no. of crossings. Payment shall be made
for not less than 25% of the crossings
subject to a minimum of 10 crossings.
(v) Water pipeline 0.24% Unit of measurement is as per completed
activities. Cost per activity shall be
determined on pro-rata basis as per its
weightage with reference to total cost of
 PERCENTAGE PAYMENT PROCEDURE
STAGE OF PAYMENT
WEIGHTAGE
pipe line. Payment with reference to shall
be made for completed activity. (The
average weightage of major activities
(only for payment purpose) in shifting
work is laying of pipe-50%, Charging of
line including all miscellaneous works and
dismantling and site clearance-50%)
(vi) Irrigation canal 10.84% Unit of measurement is as per completed
activities. Cost per activity shall be
determined on pro-rata basis as per its
weightage with reference to total cost of
Irrigation canal. Payment with reference
to shall be made for completed activity.
(The average weightage of major
activities (only for payment purpose) in
shifting work is laying of
pipe/construction of canal-50%, Charging
of line including all miscellaneous works
and dismantling and site clearance-50%)

2 Procedure for payment for Maintenance

2.1 The cost for maintenance shall be as stated in Clause 14.1.1.
2.2 Payment for Maintenance shall be made in quarterly installments in accordance
with the provisions of Clause 19.7.
Schedule – I
 Schedule-I

(See Clause 10.2)

DRAWINGS

1. Drawings

In compliance of the obligations set forth in Clause 10.2 of this Agreement, the
Contractor shall furnish to the Authority’s Engineer, free of cost, all Drawings
listed in Annex-I of this Schedule-I.

2. Additional Drawings

If the Authority’s Engineer determines that for discharging its duties and
functions under this Agreement, it requires any drawings other than those listed
in Annex-I, it may by notice require the Contractor to prepare and furnish such
drawings forthwith. Upon receiving a requisition to this effect, the Contractor
shall promptly prepare and furnish such drawings to the Authority’s Engineer, as
if such drawings formed part of Annex-I of this Schedule-I.
 Annex-I

(Schedule-I)

List of Drawings

[Note: The Authority shall describe in this Annex-I, all the Drawings that the Contractor is required
to furnish under Clause 10.2.

A minimum list of the drawings of the various components / elements of the Project Highway and
project facilities required to be submitted by the EPC contractor is given below:

a) Drawings of horizontal alignment, vertical profile and detailed typical cross sections.
b) Drawings of cross-drainage works, drainage works, protection works.
c) Drawings of Major and minor intersections, Grade Separator, VUPs, Major and Minor
Bridge, retaining wall and toe wall.
d) Drawing of road furniture including traffic signage, marking, safety barriers etc.
e) Drawing of traffic diversion plan.
f) Drawings as per instruction of Authority’s Engineer
g) General arrangement showing area of base camp and administrative block.
h) All other drawings as per good industrial practices and relevant codal provision etc.
complete.
Schedule – J
 Schedule-J

(See Clause 10.3.2)

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
2.1 Project Milestone-I shall occur on the date falling on the 192nd (One Ninety Second)
day from the Appointed Date (the “Project Milestone-I”).

2.2 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 percent) of the Contract Price.

3. Project Milestone-II

3.1 Project Milestone-II shall occur on the date falling on the 329 th (Three Twenty
Nineth) day from the Appointment Date (the “Project Milestone-II”).

3.2 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 percent) of the Contract Price and should have started construction of all
bridges.

4. Project Milestone-III

4.1 Project Milestone-III shall occur on the date falling on the 466th (Four hundred Sixty
Sixth) day from the Appointed Date (the “Project Milestone-III”).

4.2 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% (Eighty
five percent) of the Contract Price and should have started construction of all
project facilities.

5. Schedule Completion Date

5.1 The Schedule Completion Date shall occur on the 548 th (Five Forty Eighth) day from
the Appointed Date.
5.2 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.
Schedule – K
 Schedule-K

(See Clause 12.1.2)

Tests on Completion

1. Schedule for Tests

1.1 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.

1.2 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

2.1 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 (to be decided with Authority’s Engineer at the time of physical tests as per
relevant IRC Codes/Manual).

2.2 Riding quality test: Riding quality of each lane of the carriageway shall be checked
with the help of a Network Survey Vehicle (NSV) fitted with latest equipment and
the maximum permissible roughness for purposes of this Test shall be 2,000 (two
thousand) mm for each kilometer.

2.3 Tests for bridges: All major and minor bridges shall be subjected to the rebound
hammer and ultrasonic pulse velocity tests, to be conducted in accordance with the
procedure described in Special Report No. 17: 1996 of the IRC Highway Research
Board on Nondestructive Testing Techniques, at two spots in every span, to be
chosen at random by the Authority’s Engineer. Bridges with a span of 15 (fifteen)
meters or more shall also be subjected to load testing.

2.4 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.
2.5 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.

2.6 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.

[Link] Key metrics of Equipment to be Frequency of condition

Asset used survey
1 Surface Network Survey a. Before the Start of
defects of Vehicle (NSV) the work.
pavement b. Before issue of
provisional/Final
completion
certificate
c. Every 6 months after
completion of work.

2 Roughness of Network Survey a. Before the Start of

pavement Vehicle (NSV) the work.
b. Before issue of
provisional/Final
completion
certificate
c. Every 6 months
after completion of
work.

3 Strength of Falling Weight At least once a year

pavement Deflectometer (FWD)

4 Bridges Mobile Bridge At least twice a year (As

Inspection Unit per survey months
(MBU) 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.
Schedule – L
 Schedule-L
(See Clause 12.2)

COMPLETION CERTIFICATE

1. I, …………….. (Name of the Authority’s Engineer), acting as Authority’s Engineer,

under and in accordance with the Agreement dated ………….. (the “Agreement”),
for the “Construction of 4-lane Gauripur Bypass starting from Km 852.560 of NH-
31(Dumardoha Pt-II) and Terminating at Km 862.170 (Baladmara) via khudimari Pt-
II, Fulkumari, Charaldanga, Sajuakuti, Geramari Pt-III and finally meeting at Km
862.170 of NH-17(New)/NH-31(Old) in the state of Assam under EPC Mode(Job No.
31/AS/2023-24/265)” (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)
Schedule – M
 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

1.1 Monthly lump sum payments for maintenance shall be reduced in the case of non-
compliance with the Maintenance Requirements set forth in Schedule-E.

1.2 Any deduction made on account of non-compliance with the maintenance

requirements shall not be paid even after compliance subsequently. The deduction
shall continue to be made every month until compliance is done.

1.3 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) Pot holes, Cracks, other surface defects 15%
(ii) Repair of Edges, Rutting 5%
(b) Road, Embankment, Cuttings, Shoulders
(i) Edge drop, inadequate cross fall, undulations, 10%
settlement, potholes, ponding, obstructions.
(ii) Deficient slopes, raincuts, disturbed pitching, 5%
vegetation growth, pruning of trees.
(c) Bridges and Culverts
(i) Desilting, cleaning. Vegetation growth, 20%
damaged pitching, flooring, parapets,
wearing course, footpaths, any damage to
foundations.
(ii) Any Defects in superstructures, bearings and 10%
sub-structures.
(iii) Painting, repairs/replacement kerbs, railings, 5%
parapets, guideposts/crash barriers.
(d) Roadside Drains
(i) Cleaning and repair of drains 5%
(e) Road Furniture
(i) Cleaning, painting, replacement of road 5%
signs, delineators, road Markings, 200
m/km/5th km stones.
(f) Miscellaneous Items
(i) Removal of dead animals, broken 10%
down/accidented vehicles, fallen
 trees, road blockades or malfunctioning of
mobile crane.
(ii) Any other Defects in accordance with 5%
paragraph 1.
(g)k (g) Defects in Other Project Facilities 5%

ii. The amount to be deducted from monthly lump-sum payment for non-compliance of
particular item shall be calculated as under:

R=P/100 x (M1 or M2) x L1/L

Where,

P= Percentage of particular item//Defect/deficiency for deduction

M1 = Monthly lump-sum payment in accordance with para 1.2 above of this schedule

M2 = Monthly lump-sum payment in accordance with 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.
Schedule – N
 SCHEDULE – N

(See Clause 18.1.(i))

SELECTION OF AUTHORITY’S ENGINEER

1. Selection of Authority’s Engineer

1.1 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.

1.2 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-I 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.
 Annex – I
(Schedule - N)

TERMS OF REFERENCE FOR AUTHORITY’S ENGINEER

1. Scope

1.1 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 ____________________ (the “Authority”) and
..........(the “Contractor”)# for “Construction of 4-lane Gauripur Bypass starting
from Km 852.560 of NH-31(Dumardoha Pt-II) and Terminating at Km 862.170
(Baladmara) via khudimari Pt-II, Fulkumari, Charaldanga, Sajuakuti, Geramari Pt-III
and finally meeting at Km 862.170 of NH-17(New)/NH-31(Old) in the state of Assam
under EPC Mode (Job No. 31/AS/2023-24/265)” 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.

1.2 The TOR shall apply to construction and maintenance of the Project Highway.

2. Definitions and interpretation

2.1 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.

2.2 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.

2.3 The rules of interpretation stated in article 1 of the Agreement shall apply, mutatis
mutandis, to this TOR.

3. General

3.1 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.

3.2 The Authority’s Engineer shall perform the duties and exercise the authority in
accordance with the provisions of this Agreement, but subject to obtaining prior
written approval of the Authority before determining:
(a) Anytime 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 an obligation or liability on either Party

3.3 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.

3.4 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.

3.5 The Authority’s Engineer shall aid and advise the Authority on any proposal for
Change of Scope under Article 13.

3.6 In the event of any disagreement between the Parties regarding the meaning, scope
and nature of Good Industry Practice, as set forth in any provision of the
Agreement, the authority’s Engineer shall specify such meaning, scope and nature
by issuing a reasoned written statement relying on good industry practice and
authentic literature.

4. Construction Period

4.1 During the Construction Period, the Authority’s Engineer shall review 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 10.1.6. The Authority’s
Engineer shall complete such review 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.

4.2 The Authority’s Engineer shall review any revised Drawings sent to it by the
Contractor and furnish its comments within 10 (ten) days of receiving such
Drawings.

4.3 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.

4.4 The Authority’s Engineer shall complete the review 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.

4.5 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.

4.6 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.

4.7 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.

4.8 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.

4.9 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 4.9, 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.

4.10 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.

4.11 The timing of tests referred to in Paragraph 4.9, and the criteria for acceptance/
rejection of their results shall be determined by the Authority’s Engineer in
accordance with the Quality Control Manuals. The tests shall be undertaken on a
random sample basis and shall be in addition to, and independent of, the tests that
may be carried out by the Contractor for its own quality assurance in accordance
with Good Industry Practice.

4.12 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.

4.13 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 incase of any work
required on account of a Force Majeure Event, the provisions of Clause 21.6 shall
apply.

4.14 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.

4.15 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.

4.16 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.

4.17 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.

4.18 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 4.18 and all matters incidental
thereto, the Authority’s Engineer shall act under and in accordance with the
provisions of Article 12 and Schedule-K.

4.19 To conduct road inventory and road condition survey by NSV vehicle as per
Ministry’s extant guidelines.

5. Maintenance Period

5.1 The Authority’s Engineer shall aid and advise the Contractor in the preparation of
its monthly Maintenance Program and for this purpose carry out a joint monthly
inspection with the Contractor.

5.2 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.

5.3 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.

5.4 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.
5.5 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.

6. Determination of costs and time

6.1 The Authority’s Engineer shall determine the costs, and/or their reasonableness,
that are required to be determined by it under the Agreement.

6.2 The Authority’s Engineer shall determine the period of Time Extension that is
required to be determined by it under the Agreement.

6.3 The Authority’s Engineer shall consult each Party in every case of determination in
accordance with the provisions of Clause 18.5.

7. Payments

7.1 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 10.2.4 (d).

7.2 Authority’s Engineer shall -

(a) within 10 (ten) days of receipt of the Stage Payment Statement from the
Contractor pursuant to Clause 19.4, determine the amount due to the
Contractor and recommend the release of 90 (ninety) percent of the amount so
determined as part payment, pending issue of the Interim Payment Certificate;
and

(b) within 15 (fifteen) days of the receipt of the Stage Payment Statement
referred to in Clause 19.4, deliver to the Authority and the Contractor an
Interim Payment Certificate certifying the amount due and payable to the
Contractor, after adjustments in accordance with the provisions of Clause
19.10.

7.3 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.

7.4 The Authority’s Engineer shall certify final payment within 30 (thirty) days of the
receipt of the final payment statement of Maintenance in accordance with the
provisions of Clause 19.16.

8. Other duties and functions

 The Authority’s Engineer shall perform all other duties and functions as specified in
the Agreement.

9. Miscellaneous

9.1 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.

9.2 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.

9.3 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.

9.4 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.

9.5 The Authority's Engineer shall inform the Authority and the Contractor of any event
of Contractor's Default within one week of its occurrence.
Schedule – O
 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
19.3.1 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 13.2.3 (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 up to the last claim:
(i) For the Works executed (excluding Change of Scope orders);
(ii) For Change of Scope Orders, and
(iii) Taxes deducted

2. Monthly Maintenance Payment Statement

The monthly Statement for Maintenance Payment shall state:

(a) the monthly payment admissible in accordance with the provisions of the
Agreement;
(b) the deductions for maintenance work not done;
(c) net payment for maintenance due, (a) minus (b);
(d) amounts reflecting adjustments in price under Clause 19.12; and
(e) amount towards deduction of taxes

3. Contractor’s claim for Damages

Note: The Contractor shall submit its claims in a form acceptable to the Authority
Schedule – P
 Schedule-P

(See Clause 20.1)

INSURANCE

1. Insurance during Construction Period

1.1 The Contractor shall effect and maintain at its own cost, from the Appointed Date
till the date of issue of the last 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.

1.2 The insurance under paragraph 1.1 (a) and (b) above shall cover the Authority and
the Contractor against all loss or damage from whatsoever 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

3.1 The Contractor shall insure against its liability for any loss, damage, death or bodily
injury, or damage to any property (except things insured under Paragraphs 1 and 2 of
this Schedule or to any person (except persons insured under Clause 20.9), which
may arise out of the Contractor's performance of this Agreement. This insurance
shall be for a limit per occurrence of not less than the amount stated below with no
limit on the number of occurrences.
The insurance cover shall be not less than the value of the Contract Price.

3.2 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.
Schedule – Q
 Schedule-Q

(See Clause 14.10)

Tests on Completion of Maintenance Period

b) 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 kilometer.

c) 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.
Schedule – R
 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 the “ Construction of 4-
lane Gauripur Bypass starting from Km 852.560 of NH-31(Dumardoha Pt-II) and
Terminating at Km 862.170 (Baladmara) via khudimari Pt-II, Fulkumari, Charaldanga,
Sajuakuti, Geramari Pt-III and finally meeting at Km 862.170 of NH-17(New)/NH-31(Old) in
the state of Assam under EPC Mode (Job No. 31/AS/2023-24/265)” (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)
 SCHEDULE (S)
(See Clause 26.1 (iii))

Procedure for Dispute Resolution Board

The parties to the Contract Agreement mutually agree as follows:

(1) The Board shall comprise of three Members having experience in

the field of construction or have been involved in the Works related
to construction and with the interpretation of contractual
documents. One Member shall be selected by each of the Employer
and the Contractor from the list maintained by NHAI hosted on its
website ([Link]). In the event the parties fail to select
the member within 28 days of the date of the signing of Contract
Agreement, in that eventuality, upon the request of either or both
parties such Member shall be selected by SAROD within 14 days.
The third Member shall be selected by the other two members from
the same list If the two Members selected by or on behalf of the
parties fail to select the third Member within 14 days after the
later of their selections, then upon the request of either or both
parties such third Member shall be selected by SAROD with 14 days.
The third Member shall serve as Chairman of the Board.

(2) The Board shall be constituted when each of the three Board
Members has signed a Board Members declaration of Acceptance as
required by the DRB’s rules and procedures (which, along with the
declaration of acceptance form’ are attached as Annexure
herewith).

(3) In the event of death, disability, or resignation of any Member,

such Members shall be replaced in the same manner as the Member
being replaced was selected. If for any other reason, a Member
fails or is unable to serve, the Chairman (or failing the action of
the Chairman then either of the other members) shall inform the
Parties and such non-serving Member shall be replaced in the same
manner as the Member being replaced was selected. Any
replacement made by the parties shall be completed within 28 days
after the event giving rise to the vacancy of the Board, failing
which the replacement shall be made by SAROD in the same
manner as described above. Replacement shall be considered
complete when the new Member signs the Board Member’s
Declaration of Acceptance. Throughout any replacement process,
the Members not being replaced shall continue to serve and the
Board shall continue to function and its activities shall have the
same force and effect as if the vacancy had not occurred,
provided, however, that the Board shall not conduct a hearing nor
 issue a decision until the replacement is completed.

(4) If either the Employer or the Contractor is dissatisfied with any

decision of the Board, and/or if the Board fails to issue its decision
within 56 days after receipt of all the pleadings (along with the
supporting documents) of the parties by the Chairman of the Board
or any extension mutually agreed upon by the Employer and the
Contractor, in such a case, either the Employer or the Contractor
may, within 28 days after his receipt of the decision, or within 28
days after the expiry of the said period, as the case may be, give
notice to the other party, with a copy for information to the
Authority engineer, of his intention to refer the matter to the
Conciliation Committee of Independent Experts (CCIE) of the
Authority for Conciliation/amicable settlement.

(5) It is mandatory to refer all the disputes to DRB before issuance of

completion certificate and satisfactory completion of punch list
items. No dispute shall be entertained after completion of
aforementioned date.

(6) If the Board has issued a decision to the employer and the
Contractor within the said 56 days or any extension mutually
agreed upon by the Employer and the Contractor and no notice of
intention to commence Conciliation by the Conciliation Committee
of Independent Experts (CCIE) of the Authority for
Conciliation/amicable settlement as to such dispute has been given
by either the Employer or the Contractor within 28 days after the
parties received such decision from the Boards, the decision shall
become final and binding upon the employer and Contractor.

(7) Whether or not it has become final and binding upon the Employer
and the Contractor, a decision shall be admissible as evidence in
any subsequent dispute resolution procedure, including any
arbitration or litigation having any relation to the dispute to which
the decision relates.

(8) All decision of DRB which have become final and binding or till
they have been reversed in subsequent conciliation/Arbitration
process shall be implemented by the parties forthwith. Such
implementation shall also include any relevant action of the
Authority engineer.

(9) If during the Contract period, the Employer and the Contractor are
 of the opinion that the Disputes Resolution Board is not performing
its functions properly, the Employer and the Contractor may
together disband the Disputes Resolution Board and reconstitute it.
In that case, a new board shall be selected in accordance with the
provisions applying to the selection of the original Board as
specified above, except that words “within 28 days after the
signing of this Contract Agreements” shall be replaced by the
words “within 28 days after the date on which the notice
disbanding the original Board become effective”.

(10) The Employer and the Contractor shall jointly sign a notice
specifying that the Board shall stand disbanded with effect from
the date specified in the notice. The notice shall be posted by
email to each Member of the Board. A Member shall be deemed to
have received the email even if he refuses to have received the
same.
(11) All other terms and conditions of the original Contract Agreement
shall remain unaltered/unaffected and the parties shall remain
bound by terms and conditions as contained therein.
 Annexure to Schedule (S)

Disputes Resolution Board’s Rules and Procedures

1. Except for providing the services required hereunder, the Board Members
shall not give any advice to either party or to the Authority engineer concerning
conduct of the Works. The Board Members:

(a) Shall have no financial interest in any party to the Contract, or the
Authority engineer, or a financial interest in the contract except for payment for
services on the Board.
(b) Shall have had no previous employment by, or financial ties to, any party to the
Contract Agreement, or the Authority engineer, except for fee based consulting
services/advisers on other projects, and/or be Retired Government Officers (not
connected in whole or part with the project), all of which must be disclosed in writing
to both parties prior to appointment to the Board.
(c) Shall have disclosed in writing to both parties prior to appointment to the
Board any and all recent or close professional or personal relationships with any
director, officer, or employee of any party to the Contract, or the Authority engineer,
and any and all prior involvement in the project to which the Contract relates;
(d) Shall not, while Board member, be employed whether as a consultant or adviser
or otherwise by either party to the Contract, or the Authority engineer, except as a
board member, without the prior consent of the parties and th4e other Board Members;
(e) Shall not, while a Board Member, engage in discussion or make any
agreement with any party to the Contract, or with the Authority engineer, regarding
employment whether as a consultant or otherwise whether after the Contract is
completed or after service as a Board Member is completed.
(f) Shall remain and be impartial and independent of the parties and shall
disclose n writing to the Employer, the Contractor and one another any fact or
circumstance which might be such as to cause either the Employer or the Contractor to
question the continued existence of the impartiality and independence required of
Board Members; and
(g) Shall be fluent in the language of the Contract.

2. Except for its participation in the Board’s activities as provided in the Contract
Agreement and in this Agreement none of the Employer, the Contractor, and or the
Authority engineer shall solicit advice or consultation from the Board or the Board
Members on matters dealing with the conduct of the Works.

3. The Contractor shall:

(a) Furnish to each Board member one copy of all documents which the Board
may request including Contract Agreement, progress reports and other documents
pertinent to the performance of the Contract Agreement.
(b) In cooperation with the Employer, coordinate the site visits of the Board,
including Conference facilities, and secretarial and copying service.

4. The Board shall begin its activities following the signing of a Board Member’s
Declaration of Acceptance by all three Board Members, and it shall terminate these
activities as set forth below:
(a) The Board shall terminate its regular activities when either (I) issuance of
completion certificate and completion of punch list items or (II) the parties have
 terminated the contract and when, in either case, the Board has communicated to the
parties and the Authority engineer its decision on all disputes previously referred to it.
(b) Once the Board has terminated its regular activities as provided by the previous
paragraph, the Board shall remain available to process any dispute referred to it by
either party. In case of such a referral, Board Members shall receive payments as
provided in paragraphs 7 (a) (ii), (iii) and (iv).

5. Board Members shall not assign or subcontract any of thei5 works under these
Rules and Procedures.

6. The Board Members are Independent and not employees or agents of either the
Employer or the Contractor.

7. Payments to the Board Members for their services shall be governed by the
following provisions
(a) Each Board Member will receive payments as follows:
i. A retainer fee per calendar month as specified in the schedule of fee
made part of this Schedule and its revision from time to time. This retainer fee shall
be considered as payment in full for:
(A) Being available, on 7 days’ notice, for all hearings, Sites, and other meetings of the
Board.
(B) Being available, on 7 days’ notice, for all hearing, and maintaining relevant files.
(C) All officer and overhead expenses such as secretarial services, photocopying and
office supplies (but not include telephone calls, faxes and telexes) INCURRED IN
CONNECTION WITH THE DUTIES AS A Board Member.
ii. A daily fee as specified in the schedule of fee in respect of fee for
site visit & meeting, fee for meeting/hearing not at site and extra charges for days
(max. of 02 days for travel on each occasion) other than hearing/meeting days.
iii. Expenses, in addition to the above, all reasonable and necessary
travel expenses (including economy class air fare, subsistence, and other direct travel
expenses). Receipts for all expenses in excess of Rs. 2000/- (Rupees Two Thousand
only) shall be provided.
iv. Reimbursement of any taxes that may be levied on payments made
to the Board Member pursuant to this paragraph 7.
(b) The retainer fee and other fees shall remain fixed for the period of each Board
Member’s term until revised by NHAI.
(c) Phasing out of monthly retainer fee, beginning with the next month after
the completion certificate (or, if there are more than one, the one issued last) has
been issued, the Board members shall receive only one-third of the monthly retainer
fee till next one year. Beginning with the next month after the Board has terminated
its regular activities pursuant to paragraph 4 (a) above, the Board members shall no
longer receive any monthly retainer fee.
(d) Payments to the Board Members shall be shared equally by the Employer and the
Contractor. The concerned Project Implementation Unit (PIU) of Employer shall pay
members’ invoices within 30 calendar days after receipt of such invoices and shall
invoice the Contractor for one-half of the amounts of such invoices. The Contractor
shall pay such invoices within 30 days’ time period after receipt of such invoices.
8. Board site visits:

(a) The Board shall visit the Site and meet the representatives of the Employer
and the Contractor hand the Authority engineer at regular intervals, at times of critical
construction events, at the written request of either party, and in any case not less
 than 6 times in any period of 12 months. The timing of Site visits shall be as agreed
among the Employer, the Contractor and the Board, but failing agreement shall be
fixed by the Board.
(b) Site visits shall include an informal discussion of the status of the construction of
the Works. Site visits shall be attended by personnel from the Employer, the Contractor
and the Authority engineer.
(c) At the conclusion of such Site visit, the Board shall prepare a report
covering its activities during the visit and shall send copies to the parties and to the
Authority engineer.
9. Procedure for Dispute Referral to the Board:
(a) If either party objects to any action or inaction of the other party or the
Authority engineer, the objecting party may file a written Notice of Dispute to the
other party with a copy to the Authority engineer stating that it is given pursuant
to the Agreement and state clearly and in details the basis of the dispute
(b) The party receiving the Notice of Dispute will consider it and respond to it in
writing within 14 days after receipt.
(c) This response shall be final and conclusive on the subject, unless a written
appeal to the response is filed with the responding party within 10 days after
receiving the response and call upon Authority engineer to mediate and assist the
parties in arriving an amicable settlement thereof. Both parties are encouraged to
pursue the matter further to attempt to settle the dispute.
(d) If the Authority engineer receiving the Notice of Dispute fails to provide a written
response within 14 days after receipt of such Notice or failing mediation by Authority
engineer, either party may require such dispute to be referred to the Board, either
party may refer the dispute to the Board by written Request to the Board. The
Request for decision shall state clearly and in full detail the specific issues of the
dispute (s) to be considered by Board and shall be addressed to the Chairman of the
Board, with copies to the other Board Members, the other party, and the Authority
engineer and it shall stale that it is made pursuant to this Agreement.
(e) When a dispute is referred to the Board, and the Board is satisfied that the
dispute requires the Board's assistance, the Board decides when to conduct a hearing
on the dispute. The Board may request that written documentation and arguments
from both parties be submitted to each Board Member before the hearing begins. The
parties shall submit insofar as possible agreed statements of the relevant facts.
(f) During the hearing, the Contractor, the Employer, and the Authority engineer
shall each have ample opportunity to be heard and to offer evidence. The Board's
decision for resolution of the dispute will be given in writing to the Employer, the
Contractor and the Authority engineer as soon as possible, and n any event not more
than 56 days or any mutually extended period between the Employer and the
Contractor. The time period of 55 days of issuance of DRB decision will reckon/start
from the day of first hearing that begins after submission of complete pleadings
(including supporting documents, if any) by the parties.
10. Conduct of Hearings:
(a) Normally hearings will be conducted at the Site, but any location that
would be more convenient and still provide all required facilities and access to
necessary documentation may be utilized by the Board. Private session of the Board
may be held at any cost effective location convenient to the Board.
Video recordings of all hearings snail invariably be made
(b) The Employer, the Authority engineer and the Contractor shall be given opportunity
to have representatives at all hearings. Parties should restrain to bring any
Advocate/Law Firm during DRB hearings.
(c) During the hearings, no Board Member shall express any opinion concerning
 the merit of the respective agreements of the parties.
(d) After the hearings are concluded, the Board shall meet privately to formulate its
decision. The private meeting (s) of the Board shall not exceed 3 sittings. All Board
deliberations shall be conducted in private, with all Members' individual views kept
strictly confidential. The Board's decisions, together with an explanation of its
reasoning shall be submitted in writing to both parties and to the Authority engineer.
The decision shall be based on the pertinent contract provisions, applicable laws and
regulations and the facts and circumstances involved in the dispute.
(e) The Board shall make every effort to reach a unanimous decision. If this
proves impossible the majority shell decides and the dissenting Member may prepare a
written minority report together with an explanation of its reasoning for submission to
both parties and to the Authority engineer.
11. In all procedural matters, including the furnishing of written documents and
arguments relating to disputes, site visits and conduct of hearings, the Board shall have
full and the final authority. If a unanimous decision on any such matter proves
impossible, the majority shall prevail.
12. After having been selected and where necessary approved each Board Member
shall sign two copies of the following declaration and make one copy available each to
the Employer and to the Contractor.
 "BOARD MEMBER'S DECLARATION OF ACCEPTANCE"

WHEREAS
(a) A Contract agreement (the Contract) for the project [fill in the name of
project] has been signed on (fill in date] between [name of
Employer) and (name of Contractor] (the Contractor).;
(b) The provisions of Agreement and Dispute Resolution Board's rules and procedure
provided for establishment and operation of Dispute Resolution Board (DRB).
(c) The undersigned has been selected to serve as a Board Member on said Board;

NOW THEREFORE, the undersigned Board Member hereby declares as follows:

1. I accept the selection as a Board Member and agree to serve on the Board and to
be bound by the provisions of Contract agreement and rules and procedure
provided for establishment and operation of Dispute Resolution Board (ORB).

2. With respect to paragraph1 of Dispute Resolution Board's Rules and Procedure.

said Annex A, I declare
(a) that I have no financial interest of the kind referred to in subparagraph (a):
(b) that I have had no previous employment nor financial tics of the kind referred to
in subparagraph (b); and
(c) that I have made to both parties any disclosures that may be required by sub-
paragraphs (b) and (c).

3. I declare that I have no. of Arbitrations (list

enclosed) and ------ no. of DRBS (list
enclosed) in progress and that I will give sufficient time for the current
assignment.

BOARD MEMBER

(insert name of Board Member)

Date:
Schedule of expenses and fees payable to the Member (s) of Dispute Resolution Board
(DRB)

The fee and other expenses payable to the Members of DRB shall be as under: -

S. PARTICULAR AMOUNT PAYBLE

No.
1 Retainer-ship fee, secretarial Rs. 50,000/- per month
assistance and incidental for one package and
charges (telephone, fax, maximum of Rs.
postage etc.) 75,000/- per month for
2 or more packages
2(i) Fee for site visit or meetings Rs. 25,000/- per day
at site
(ii) Fee for meetings/hearings Rs. 10,000/- per day
not at site

3 Traveling expenses Economy class by air, AC first

class by train and AC taxi by
road
4 Lodging & Boarding Rs.15,000/- per day
. (Metro Cities); or
Rs. 10,000/- per day (in
other cities); or
Rs. 5,000/- per day (own
arrangement)
5 Extra charges for days other Rs.5,000/-
than hearing/meeting days
(travel days maximum of 2
days on each
Occasion)
6 Local conveyance Rs.2,000/-

Notes:
(i) Lodging, boarding and travelling expenses will be allowed only for those
members who are residing 100 kms away from the place of meeting.
(ii) Delhi, Mumbai, Chennai, Kolkata, Bangalore and Hyderabad shall be considered
as Metro Cites
(iii) The above schedule of fee and expenses shall be applicable on or after the date
of issue of this circular.
(iv) The expenses are to be shared equally by the parties i.e. Employer and
Contractor.
Appendix-I1:
Arbitration Rules of the Society for Affordable Redressel of
Disputes (SAROD)(SAROD'ARBITRATION RULES)
Under Clause 44.3.1

Rule INDEX ARBITRATTION RULES OF SAROD

1. Scope of Application
2. Definitions
3. Notice, Calculation of Periods of Time
4. Commencement of Arbitration
5. Response by Respondent
6. Filing of Case Statements
7. Contents of Case Statements
8. Default in Filing and Serving Case Statements
9. Further Written Statements
10. SAROD to Provide Assistances
11. Appointment of Tribunal
12. Multi-party Appointment of the Tribunal
13. Appointment of Substitute Arbitrator
14. Independence and Impartiality of the Tribunal
15. Code of Ethics for Arbitrators
16. Challenge of Arbitrators
17. Decision on Challenge
18. Removal of the Tribunal
19. Re-hearing in the Event of Replacement: of the Tribunal
20. Jurisdiction of the Tribunal
21. Fees of SAROD and Arbitral Tribunal
22. Transmission of File of the Tribunal
23. Juridical Seat of Arbitration
24. Language of Arbitration
25. Conduct of the Proceeding
26. Communications between Parties and the Tribunal
27. Party Representatives
28. Hearings
29. Documents - only Arbitration
30. Witnesses
31. Experts Appointed by the Tribunal
32. Rules applicable to substance of dispute
33. Closure of 1Hearings
34. Additional Powers of the Tribunal
35. Deposits to Costs and Expenses
36. Decision Making by the Tribunal
37. The Award
38. Additional Award
39. Correction of Awards
10. Settlement
41. Interest
42. Costs
43. Waiver
44. Exclusion of Liability
45. General Provisions
 46. Amendment to Rules

PREAMBLE

In order to seek speedy, affordable, just and reasonable Redressal of

Dispute/Differences between BRO/MoRTH and
Concessionaire/Contractor arising out of and during the course of
execution of various contracts, a Society for Affordable Redressal of
Disputes (SAROD) has been formed as a Society under Societies
Registration Act, 1860 With registration No S/RS SW/044/2013 it has
been formed by National Highways Authority of India (NHAI) and
National Highways Builders federation (NHBF) with founding members
as mentioned in the Memorandum of Association of SAROD.

SAROD ARBITRATION RULES

Rule 1- Scope of Application

1.1 Where any agreement, submission or reference provides for

arbitration at the Society for Affordable Redressal of Disputes
("SAROD"), or under the Arbitration Rules of the SAROD and
where the case is a domestic arbitration shall be conducted in
accordance with the following Rules, or such Rules as amended
by the SAROD where the amendments take effect before the
commencement of the Arbitration. Parties may adopt following
clause for inclusion in the contract:-

"Any dispute or difference whatsoever arising between the

parties and of or relating to the Construction, interpretation,
application, meaning, scope, operation or effect of this
contract or the validity or the breach thereof, shall be settled
by arbitration in accordance with the rules of arbitration of the
"SAROD" and the award made in pursuance thereof shall be
final and binding on the parties subject to Provisions of The
Arbitration and Conciliation Act, 1996.

1.2 These rules shall come into effect from the day of approval by
Governing Body of SAROD.

Rule 2 - Definitions

2.1 These Rules shall be referred to as the SAROD Arbitration

Rules".

2.2 In these Rules:

"Act” means the ‘Arbitration and Conciliation Act 1996’ of

India and any statutory Modifications or re-enactments thereof.
"SAROD" means the Society for Affordable Redressal of
Disputes.
"SAROD Arbitrator Panel" means the list of persons admitted to
 serve as arbitrators under these Rules.
"NHAI" means National Highways Authority of India.
"NHBF" means the National Highways Builders Federation.
"GOVERNING BODY" means Governing Body of SAROD as
defined in Article 9 of Memorandum of Association.
"PRESIDENT" means President of Government Body of SAROD as
defined in Rules & Regulation of SAROD
“SECRETARY” means Secretary of SAROD as defined in Rules &
Regulation of SAROD.
TRIBUNAL" means either a Sole Arbitrator or all arbitrators
when more than one is appointed

PARTY" means a party to an arbitration agreement.

Arbitration” means submission of pleadings, defence

statement etc by E mail and holding of proceedings via video
conferencing.

Rule 3- Notice, Calculation of periods of Time

3.1 For the purposes of these Rules, any notice, including a

notification, communication or
proposal, is deemed to have been received if it is physically
delivered to the addressee or if it is delivered at his habitual
residence, place of business or mailing address, or, if none of
these can be found after making reasonable inquiry, then at
the addressee's last-known residence or place of business.
Notice shall be deemed to have been received on the day it is
so delivered,

3.2 For the purposes of calculating a period of time under these

Rules, such period shall begin to run on the day following the
day when a notice, notification, communication or proposal is
received. If the last day of such period is an official holiday or
a non- business day at the residence or place of business of the
addressee, the period is extended until the first business day
which follows. Gazetted public holidays or non- business days
occurring during the running of the period of time are included
in calculating the period.
3.3 Without prejudice to the effectiveness of any other form of
written communication, written communication may be made
by fax. E-mail or any other means of electronic transmission
effected to a number, address or site of a party.

3.4 The transmission is deemed to have been received on the day

of transmission.

Rule 4 - Commencement of Arbitration

4.1 Any party wishing to commence arbitration under these Rules

("The Claimant") shall be with the Secretary and serve on the
other party ("the Respondent"), a written Notice of Arbitration
 ("the Notice of Arbitration") which shall include the following:

a. a request that the dispute be referred to arbitration:

b. the names, addresses, telephone numbers, fax numbers
and email addresses of the parties to the dispute.
c. a reference to the arbitration clause or any separate
arbitration agreement that is invoked and provide a copy of
the arbitration clause or arbitration agreement :
d. a reference to the contract out of which the dispute
arises and provide a copy of the contract where possible:
e. a brief statement describing the nature and circumstances
of the dispute:

f. the relief or remedy sough:. including the amount of claim

if quantifiable at the time he Notice or Arbitration is filed;
g. a proposal as to the number of arbitrators (i.e. one or
three), if the parties have not Previously agreed on the
member; and
h. the name of the Claimant’s nominated arbitration.

4.2 A filing fee of Rs. 10,000/-(Ten thousand or any amount deeded

by Governing Body from time to time is payable at the time of
filing the Notice of arbitration.
4.3 The date of filing of the Notice of Arbitration with the
Secretary is the date of commencement of the arbitration for
the purpose of these Rules.

Rule 5 - Response by Respondent

5.1 Within 14 days of receipt of the Notice of Arbitration, the

Respondent shall file with the Secretary and serve upon on the
Claimant, a Response including

a. A confirmation or denial of all or part of the claims:

b. Brief statement of the nature and circumstances of any
envisaged counterclaims:
c. A comment in response to any proposals contained in
the Notice of Arbitration; and
d. The name of the respondent's nominated arbitrator.

5.2 A filing fee of Rs. 10.000- or any amount decided by Governing

Body from time to time is payable at the time of filing the
Response.
5.3 In case parties have objection to the jurisdiction of Arbitral
Tribunal, such objection shall be raised not less than 15 days of
the commencement of Arbitration proceedings failing which it
will be deemed that parties have waived their right to
objection.

Rule 6 Filing of Case Statements

6.1 Within 30 days after the filing of the Notice of Arbitration,
the claimant must file with the Secretary and serve on the
Respondent, a Statement of Claimant's Case along with all
documents to be relied upon by the Claimant

6.2 Within 30 days after the service of the statement of Claimant's

Case, the Respondent must file with the Secretary and serve on
the Claimant, a statement of respondent's defence and
counterclaim (if any) along with all documents to be relied
upon by the Respondent.

6.3 Within 30 days after the service of the statement of

Respondent's defence, if the Claimant intends to challenge
anything in the statement of Respondent's defence and/or
counterclaim, the Clamant must then file with the Secretary
and serve on the Respondent:, a statement of claimant's reply
and if necessary, defence to counterclaim.

6.4 No further case statement may be filed without the leave of

the Tribunal or if a Tribunal has not been appointed, the
Secretary.

6.5 The Tribunal or if a Tribunal has not been appointed, the

Secretary, may upon the written application of a party, extend
the time limits provided under this Rule.

6.6 Thy party required to file a case statement must at the same
time deposit with the Secretary for eventual transmission to
the Tribunal an additional copy or additional copies of the case
statement, according to the number of arbitrators constituting
or who will constitute the Tribunal

Rule 7- Contents of Case Statements

7.1 The case statements contain the detailed particulars of the
party's claim, defence or counterclaim and must thus contain a
comprehensive statement of the facts and contentions of law
supporting the party’s position

7.2 It must

a. Set out all items of relief or other remedies sought

together with the amount of all quantifiable claims and
detailed calculations.

b. State fully its reasons for denying any allegation or

statement of the other party.

c. State fully its own version of events if a party intends to put

forward a version of events different from that given by the
other party.

7.3 A case statement must be signed by or on behalf of the party

 making it.

Rule 8 - Default in Filing and Serving Case Statements

8.1 If the Claimant fails within the time specified under these
Rules or as may be fixed by the Tribunal or by the Secretary,
to submit its Statement of Case, the Tribunal or if a Tribunal
has not been appointed. the Governing Body may issue an order
for the termination of the arbitral proceedings or make such
other directions as may be appropriate in the circumstances.
8.2 It the Respondent fails to submit a Statement of Respondent's
Defence, the Tribunal may never the less proceed with the
arbitration and make the award.

Rule 9 - Further Written Statements

9.1 The Tribunal will decide which further written statements, in

addition to the case statement(s) already filed, are required
from the parties and shall fix the periods of time for giving.
Filing and serving such statements

9.2 All such further statements must be given to the Tribunal, filed
with the Secretary and served on the Claimant or Respondent,
whichever is applicable.

Rule 10 - SAROD to Provide Assistance

10.1 At the request of the Tribunal or either party, the Secretary

will render such assistance as is required for the conduct of the
arbitration, including arranging for facilities, suitable
accommodation for sittings of the Tribunal, secretarial
assistance or interpretation of these rules.
10.2 Any additional expenses incurred or to be incurred for any such
arrangements shall be borne by the parties.

Rule 11 - Appointment of Tribunal

11.1 The disputes shall be decided by a Sole Arbitrator when the

total claim of dispute is Rs. 3 Crores or less.

11.2 In all cases of disputes claimed for more than Rs. 3 Crores, the
tribunal shall consist of odd number of arbitrator to be
nominated by the parties. The Presiding Arbitrator shall be
appointed by the Arbitrator nominated by the parties from
amongst the panel maintained by SAROD For deciding the
Presiding Arbitrator a draw of lots can be carried out from
amongst the names suggested by the Arbitrators nominated by
the Parties. The eligibility criteria for empanelment of
Arbitrators will be decided by the Governing Body.
11.3 If a sale Arbitrator is to be appointed the Governing Body will
appoint the Arbitrator within 21 days from the date the
Respondent's Statement of Defence and Counterclaim (if any) is
filed or falls due, whichever is earlier. The Governing Body will
appoint the Arbitrator from the panel of Arbitrators by draw of
lots,

11 .4 Arbitrator Presiding Arbitrator to be appointed under these

Rules shall be a person on the SAROD Arbitration panel as at
the date of the appointment,

11.5 In the event of any party failing to appoint Arbitrator within

30 days of receipt of the notice of Arbitration, the Governing
Body shall appoint the Arbitrator or Presiding Arbitrator as the
case may be by a draw of lots.

Rule 12- Multiparty appointment of the Tribunal

12.1 If here are more than 2 parties in the arbitration, the parties
shall agree on the procedure for appointing the Tribunal within
21 days of the receipt of the Notice of Arbitration
12. 2 If the parties are unable to do so, upon the lapse of the 21 days
time period mentioned herein, the Tribunal shall be appointed
by the Governing Body as soon as practicable.

Rule 13 - Appointment of Substitute Arbitrator

In the event of the death or resignation of any of the

arbitrators, a substitute arbitrator must be appointed by the
same procedure as in Rule 11 by which the arbitrator
concerned was appointed, failing which, the Governing Body
will make the appointment.

Rule 14 - Independence and Impartiality of the Tribunal

14.1 The Tribunal conducting arbitration under these Rules shall be

and remain at all times independent and impartial, and shall
not act as advocate for any party.

14.2 A prospective arbitrator shall disclose to those who approach

him in connection with his possible appointment, any
circumstances likely to give rise to justifiable doubts as to his
impartiality or independence.

14.3 An arbitrator, once nominated or appointed, shall disclose any

such circumstance referred to in Rule 14.2 to the Secretary and
or to all parties.
 Rule 15 - Code of Ethics for Arbitrators

An Arbitrator is a fountain of justice and emblem of equity,

fairness and good conscience therefore he/she is expected to
exhibit a noble conduct. The code of conduct prescribed by the
Governing Body has to be adopted.

Appointment

15 .1 A prospective arbitrator shall accept an appointment only if he

is fully satisfied that he is able to discharge his duties without
bias, he has an adequate knowledge of the language of the
arbitration, and he is able to give to the arbitration the time
and attention which the parties are reasonably entitled to
expect,
15.2 In this code, the masculine includes the feminine.

Disclosure

15.3 A prospective arbitrator shall disclose, all facts or

circumstances that may give rise to justifiable doubts as to Ms
impartially or independence. such duty to continue thorough
out the arbitral proceedings with regard to new facts and
circumstances.

15.4 A prospective arbitrator shall disclose to the Secretary and any

party who approaches him for a possible appointment.

(a) Any past or present close personal relationship or business

relationship, whether direct or indirect, with any party to the
dispute, or any representative of a party, or any person known
to be a potentially important witness in the arbitration:

(b) The extent of any prior knowledge he may have of the dispute.

Bias

15.5 The criteria for assessing questions relating to bias are

impartiality and independence. Partiality arises when an
arbitrator favours one of the parties or where he is prejudiced
in relation to the subject matter of the dispute. Dependence
arises from relationships between an arbitrator and one of the
parties, or with someone closely connected with one of the
parties.

15.6 Any close personal relationship or current direct or indirect

business relationship between an arbitrator and a party, or any
representative of a party, or with a person who is known to be
a potentially important witness, will normally give rise to
justifiable doubts as to a prospective arbitrator's impartiality or
 independence. Past business relationships will only give rise to
justifiable doubts if they are of such magnitude or nature as to
be likely to affect a prospective arbitrator's judgment. He
should decline to accept an appointment in such circumstances
unless the parties agree in writing that he may proceed.

Communications

15.7 Before accepting an appointment, an arbitrator may only

enquire as to the general nature of the dispute, the names of
the parties and he expected time period required for the
arbitration.

15.8 No arbitrator shall confer with any of the parties or their

Counsel until after the Secretary gives notice of the formation
of the Tribunal to the parties.

15.9 Throughout he arbitral proceedings, an arbitrator hall avoid any

unilateral Communications regarding the case with any party, or
its representatives.

Fees
15.10 In accepting an appointment, an arbitrator agrees to the
remuneration as prescribed m the rules of SAROD, and he shall
make no unilateral arrangements with any of the parties or
their Counsel for any additional fees or expenses without the
agreement of all the parties and the consent of the Secretary of
SAROD.

Conduct
15.11 Once the arbitration proceedings commence, the arbitrator
shall acquaint himself with all the facts and arguments
presented and all discussions relative to the proceedings so
that he may properly understand the dispute.

Confidentiality

15.12 The arbitration proceedings shall remain confidential. An

arbitrator is in a relationship of trust to the parties and should
not, at any time, use confidential information acquired during
the course of the proceedings to gain personal advantage or
advantage for others, or to affect adversely the interest of
another.

15.13 This Code is not ended to provide grounds for the setting aside
of any award.

Rule 16 - Challenge of Arbitrators

16.1 An arbitrator may be challenged if there are circumstances

 that give rise to justifiable doubts as to his impartially or
independence and also it he or she has committed any
misconduct.

16.2 An arbitrator may also he challenged if he does not possess the

qualifications required by the agreement of the parties.

16.3 A party may challenge an arbitrator appointed on its

nomination or with its agreement only for reasons of which it
becomes aware after the appointment has been made.
16.4 A party who intends to challenge an arbitrator shall file with
the Secretary and serve on the other party or all other parties,
whichever is applicable, a Notice of Challenge.
16.5 The Notice of challenge must be filed and served within 14
days from the appointment of the arbitrator or within 14 days
after the circumstances mentioned in Rule l5.1 became known
to that party.

16.6 The Notice of Challenge must state the reasons for the
challenge.

16.7 The arbitration shall be suspended until the challenge is

resolved or decided upon.

16.8 When an arbitrator has been challenged by one party, the other
party may agree to the challenge. The arbitrator may also,
after the challenge, withdraw from his office. However, it is
not implied in either case that there has been an acceptance of
the validity of the grounds for the challenge. In both cases, the
procedure provided in Rule 11 read with Rule 13, shall be used
for the appointment of a substitute arbitrator.

Rule 17 - Decision on Challenge

17.1 If the other party docs not agree to the challenge and the
arbitrator docs not withdraw, the decision on the challenge will
be made by the Governing Body.
17.2 If the Governing Body sustains the challenge. a substitute
arbitrator shall be appointed or chosen pursuant to the
procedure applicable to the appointment of an arbitrator as
provided in Rule 11 read with Rule 13. If the Governing Body
dismisses the challenge, the arbitrator shall continue with the
arbitration.

Rule 18- Removal of the Tribunal

18.1 The Governing Body may on the application of a party remove

an arbitrator.

a. Who is physically or mentally incapable of conducting the

proceedings or where there are justifiable doubts as to his
ability to do so; or
 b. Who has refused or failed to use all reasonable dispatch in
conducting the arbitration or making an award

c. Who has continuously absented from attending the

proceedings for more than 3 sitting without prior permission of
Presiding Arbitrator Governing Body of SAROD.
18.2 The arbiter(s) conceded is entitled to appear and be heard at
the hearing of the application to remove him.

18.3 Upon the removal of the arbitrator, a substitute arbitration

shall be appointed in accordance with Rule 11 read with Rule
13.

18.4 The Governing Body's decision on the application is final and is

not subject to appeal or review.

Rule 19 - Re-hearing in the Event of Replacement of the Tribunal

If the sole o presiding Arbitrator is replaced, there shall be a

re-hearing. If any other arbitrator is replaced, such re-hearing
may take place at the discretion of the Tribunal.

Rule 20 - Jurisdiction of the Tribunal

20.1 The Tribunal shall have the power to rule on its own
jurisdiction, including any objection with respect to the
existence, termination or validity of the arbitration agreement.
For that purpose, an arbitration agreement which forms part of
a contract shall be treated as an agreement independent of the
other terms of the contract. A decision by the Tribunal that the
contract is null and void shall not entail ipso jure the invalidity
of the arbitration agreement.

20.2 The plea that the Tribunal Joes not have jurisdiction shall be
raised not later than in the Statement of Defense. A plea that
the Tribunal is exceeding the scope of its authority shall be
raised promptly after the Tribunal has indicated its intention to
decide on the matter alleged to be beyond the scope of its
authority. In either case the Tribunal may nevertheless admit a
late plea under this Rule if it considers the delay justified. A
party is not precluded from raising such a plea by the fact that
he has nominated, or participated in the appointment of an
arbitrator.

20.3 The Tribunal must rule on an objection that it lacks jurisdiction

as a preliminary question upon the objection being raised. It
may rule on an objection that it exceeds the scope of its
authority either as a preliminary question or in an award on the
merits, as it deems just and convenient
20.4 In addition to the jurisdiction to exercise the powers defined
elsewhere in these Rules. The Tribunal shall have jurisdiction
 to determine any question of law arising in the arbitration:
proceed with the arbitration not with sanding the failure or
refusal of any party to comply with these Rules or with the
Tribunal's orders or directions, or to attend any meeting or
hearing, but only after giving that party written notice that it
intends to do so; and to receive and take into account such
written or oral evidence as it shall determine to he relevant,
whether or not strictly admissible in law.

Rule 21 : Fees of SAROD and Arbitral Tribunal

Fee Schedule

Registration Fee (Non - Re fundable):Rs 10,000 or any amount

fixed by Governing Body from time to time. The Schedule of
Fees and allied expenditure shall be decided by Governing
Body.

Rule 22- Transmission of File to the Tribunal

22.1 The Secretary shall, as soon as practicable transmit to the

Tribunal, a file containing the Notice of Arbitration, the
Response and all case statements.

22.2 The Tribunal shall as soon as practicable, after consultation

with the parties, issue such orders and or directions as are
necessary for the conduct of the arbitration to conclusion,
including a timetable for steps to be taken in the arbitration
and for the hearing of the arbitration.

Rule 23 - Judicial Seat of Arbitration

23.1 Unless otherwise agreed by the parties, the judicial seat of

arbitration shall be New Delhi.

23.2 Notwithstanding Rule 22.1 and 22.2. the Tribunal may, unless
otherwise agreed by the parties, hold hearings and meetings
anywhere convenient, subject to the provisions of Rule 28.2.

Rule 24 - Language of Arbitration

The language of arbitrators shall be English. In case of material

existing are in any other language, other than English the same
has to be translated to English language.

Rule 25 - Conduct of the Proceedings

The Tribunal shall have the widest discretion allowed by the

Act to ensure the just. Expeditious, economical and final
determination of the dispute. The proceedings shall be
 conducted from [Link] to [Link] with a recess of one hour.

Rule 26 - Communication between Parties and the Tribunal

26.1 Where the Tribunal sends any written communication to one

party, it shall send a copy to the other party or parties as the
case may be.

26.2 Where a party sends any written communication (including

Statements, expert reports or evidentiary documents) to the
Tribunal, the same shall be copied to the other party or all
other parties, whichever is applicable, and show to the
Tribunal that the same has been so copied.
26.3 The address of the parties for the purpose of all
communications during the proceedings shall be those set out
in the Notice of Arbitration, or as cither party may at any time
notify the Tribunal and the other party or parties, whichever is
applicable.
26.4 A copy of correspondence between the parties and the Tribunal
shall be sent to the Secretary.

Rule 27-Party Representatives

Any party may be represented by legal practitioners or any

other representatives, subject to such proof of authority as
the Tribunal may require. The names and addresses of such
representatives must be notified to the other party or parties.
In case one party is represented by non-legal person, another
party will also be represented by non-legal person so as to
maintain natural justice.

Rule 28- Hearings

28.1 Unless the parties have agreed or documents-only arbitration,

the tribunal shall hold a hearing for the presentation of
evidence b witnesses, including expert witnesses, or for oral
submissions.

28.2 The Tribunal shall fix the date, tic and place of any meetings
and hearings in the arbitrations on the first hearing, and
complete time table pertaining to all the activities of the
Arbitration, e g, submission of statement of claim, reply
therein, admission and denial of documents, visit/inspection of
site if any The tribunal shall stick to the time table with
without any deviations unless there are unavoidable
circumstances warranting such deviation which will be with the
prior permission of the tribunal.

28.3 Prior to the hearing, the Tribunal may provide the Parties with
matters Or questions to which it wishes them to give special
 consideration.

28.4 In the event that a party to the proceedings without sufficient:

cause, fails to appear at a hearing of which the notice has been
given, the Tribunal may proceed with the arbitration and may
make the Award after the party present has submitted
evidence to prove its case.

28.5 All meetings and hearing shall be in private unless the parties
agree otherwise.

Rule 29 - Documents Only Arbitration

29.1 The Disputes may he decided without an oral hearing if it is so

agreed by the parties.
29.2.1 Where the parties agree to dispense with oral hearing, the
Tribunal must be promptly informed by cither of the parties. as
soon as is practicable. The Tribunal must also be promptly
informed it, at a later stage, the parties or either of them
intends to apply for an oral hearing.

29.2.2 Parties may seek discovery of documents if they are not

satisfied with existence of documents annexed with statement
of claim, reply and counter claim by giving self contained
request to the Tribunal justifying the necessity for such
documents. Decision of tribunal shall be final and binding upon
the parties.

Rule 30- Witnesses

30.1 The Tribunal may require each party to give notice of the
names and designations of the witnesses it intends to call and
reasons for legal necessity of such witness.

30.2 No party shall call any expert witness without the leave of the
Tribunal.

30.3 Any witness who gives evidence may be questioned by each

party or its representative subject to any rulings made by the
Tribunal.

30.4 A Witness may be required by the Tribunal to testify under oath

or affirmation.

30.5 Subject to such order or direction which the Tribunal may

make, the testimony of witness may be presented in written form,
either as signed statements or by duly sworn of affirmed affidavits,

30.6 Any party may require a witness to attend an oral extermination at

a hearing. If the witness fails to attend the Tribunal may place such
weight on the written testimony as it thinks fit, (05 may exclude it
together.
 30.7 The Tribunal shall determine the admissibility, relevance,
materiality and weight of the evidence given by any withes.

Rule 31 - Experts Appointed by the Tribunal

31.1 Unless otherwise agreed by the parties, the Tribunal may:

a. appoint one or more experts to report the Tribunal on
specific issues:
b. require a party to give any such expert any relevant
information or to produce, or to provide access to, any
relevant documents, goods or property for inspection by
the expert.

31.2 Unless otherwise agreed by the parties, if a party so requests

or if the Tribunal deem it fit, the expert shall, after delivery
of his written or oral report, participate in an oral hearing, at
which the parties may question him and present expert
witnesses in order to testify on the points at issue.

31.3 Rule 30.2 shall not apply to an assessor appointed by

agreement of the parties, or to an expert appointed by the
Tribunal to advise solely in relation to procedural matters.

Rule 32 - Rules applicable to substance of dispute- (1) where

the place of arbitration is situated in India,

32.1 In an arbitration, the arbitral tribunal shall decide the dispute

submitted to arbitration in accordance with the substantive
law for the time being in force in India;

Rule 33- Closure of Hearing

33.1 The Tribunal may inquire of the parties if they have any further
proof to offer or Witnesses to be heard or submission to
make and. if there are none, declare the hearing closed.

33.2 The Tribunal may also. in view of exceptional circumstance,

reopen the hearings at any time before the award is made.

Rule 34 - Additional Powers of the Tribunal

34.1 In addition to the powers conferred by the Act, the Tribunal
shall also have the power to:-
a. Allow any party, upon such terms (as to costs and
otherwise) as it shall determine, to amend claims or
counterclaims;

b. Extend or abbreviate any time limits provided by these

Rules:

c. Conduct such enquires as may appear o the Tribunal to

be necessary or expedient;
 d. Order the parties to make any property or thing
available for inspection

e. order any parties to produce to the Tribunal, and to the

other parties for inspection, and to supply copies of any
documents or classes of documents in then possession,
custody or power which he Tribunal determines to be
relevant.

f. Make orders or give directions to any party for

interrogations;

g. Make orders or give directions to any party for an

interim injunction or any other interim measure:
h. Make such orders or give such directions as it deems fit
in so far as they are not inconsistent with the Act of any
statutory re-enactment thereof o such law which is
applicable of these Rules.

34.2 If the parties so agree, the Tribunal shall also have the power
to add other parties (with their consent to be joined in the
arbitration and make a single Final Award determining all
disputes between them.

Rule 35 - Deposits to Costs and Expenses

35.1 The Tribunal's fees and SAROD administration fees shall be

ascertained in accordance with the Schedule of Fees in Force
at the time of commencement of the arbitrator.

35.2 The Claimant shall deposit with the SAROD half of the fees
payable at the time of filing of the Statement of Case. The
Respondent shall deposit with the SAROD one- half of the fees
payable at the time of filing the Statement of Respondent's
Defence and Counterclaim (if any). The balance of fees payable
shall be paid 60 days before the date of the final hearing or on
such other date that the Secretary may direct.

35.3 Where the amount of the claim or the counterclaim s not

quantifiable at the time payment is due, the Secretary will
make a provisional estimate. The lees will be adjusted in tic
light of such information as may subsequently become available
if the arbitration is settled or disposed of without: a hearing,
the amount of the Tribunal's fees and SAROD administration
fees shall be finally determined by the Secretary who will
have regard to all the circumstances of the case, including the
stage of proceedings at which the arbitration is settled or
otherwise disposed of.

35.4 The Secretary may from time to time direct parties make one
or more deposit(s) towards any further expenses incurred or to
be incurred on behalf of or for the benefit of the parties.
 35.5 All deposit(s) shall be made to and held by the SAROD, Any
interest which may accrue on such deposits) shall be retained
by the SAROD.
35.6 If a party fails to make the payments or deposits required or
directed. the Tribunal may refuse to hear the clams or
counterclaims, whichever is applicable. by the non- complying
party, although it may proceed to determine claims or
counterclaims by any party who has complied with orders.

35.7 The parties shall remain jointly and severally liable to the
SAROD for payment of all such fees and expenses until they
have been paid in full even if the arbitration is abandoned,
suspended or concluded. by agreement or otherwise, before
the final Award is made.

Rule 36 - Decision Making by the Tribunal

36.1 Where a Tribunal has been appointed, any direction, order,

decision or award of the Tribunal must be made by the whole
Tribunal or a majority. If an arbitrator refuses or fails to sign
the Award, the signatures of the majority shall be sufficient,
provided that the reason for the omitted signature is stated.

36.2 If there is no unanimity, the same shall be made by the

majority arbitrators’ as well as by the dissenting Arbitrator
alone as if acting as a sole arbitrator.

36.3 However in the case of a three member tribunal the presiding

arbitrator may, after consulting the other arbitrators, make
procedural ratings alone.

Rule 37 - The Award

37.1 It will be mandatory for the parties to submit written synopsis

of their arguments respectively which will form part of the
arbitral proceedings.

37.2 The Tribunal shall assemble at the assigned place in SAROD and
shall exercise utmost secrecy and confidentiality in writing the
award.

37.3 Unless the Secretary extends the time or the parties agree
otherwise, the Tribunal shall make is Award in writing within 30
days from the date on which the hearings are closed and shall
state the reasons upon which its award is based. The award
shall contain the date and shall be signed by the arbitrator or
arbitrators.

37.4 The Tribunal may make interim awards or separate awards on

 different issues at different times.

37.5 All Awards must be submitted by the Tribunal to the Secretary

and they shall be issued through the Secretary

37.6 The Tribunal must deliver to the Secretary number of originals

of the award sufficient for the parties and for filing with the
Secretary.

37.7 The Secretary shall release the award to the parties only upon
receipt of sufficient deposits to cover the fees and expenses
due to the Tribunal and to the SAROD.

37.8 By agreeing to have arbitration under these Rules, the parties

undertake to carry out the award without delay.
37.9 Stamp duty on award shall be payable by the party in whose
favor the award has been pronounced.

Rule 38 - Additional Award

38.1 Within 30 days after the receipt of the award, either party,
with notice to the Secretary and the other party may request
the Tribunal to make an additional award as to claims
presented in the arbitral proceedings but omitted from the
award.

38.2 If the Tribunal considers the request for an additional award to

be justified and considers that the omission can be rectified
without any further hearings or evidence, it shall notify all the
parties within 7 days of the receipt of the request, that it will
make and additional award, and complete the additional award
within 30 days after the receipt of the request.

Rule 39 - Correction of Awards

39.1 Within 30 days of receiving an Award, unless another period of

time has been agreed upon by the parties, a party may by
notice to the Secretary and the other party request the
Tribunal to correct in the Award, any errors in computation,
any clerical or typographical errors or any errors of similar
nature.

39.2 If the Tribunal considers the request to be justified, it shall

make the corrections) within 30 days of receiving the request.
Any correction shall be notified in writing to the parties and
shall become part of the Award.

39.3 The Tribunal may correct any error of the type referred to in
Rule 37,1 on its own mutative within 30 day s of the date of the
Award.
Rule 40- Settlement

40.1 If the parties arrived at amiable settlement of the disputes

during the currency proceedings, the parties shall file memo of
settlement before the tribunal who shall either issue an order
for the termination of the arbitral proceedings of, if requested
by both parties or accepted by the Tribunal, record the
settlement of an arbitral award on agreed terms. The Tribunal
is not, obliged to give reasons for such an award.

40.2 The Parties shall:

a. Notify the Tribunal and the Secretary immediately if the

arbitration is settled or otherwise Terminated
b. Make provision in any settlement for payment of all the
costs of the arbitration and fees and expenses due to the
SAROD and the Tribunal.

40.3 If the continuation of the arbitral proceedings becomes

unnecessary or impossible for any reason not mentioned in Rule
38.1. before the award is made, the Tribunal shall inform the
parties of its intention to issue an order for the termination of
the proceedings. The Tribunal shall have the power to issue
such an order unless party raises justifiable grounds for
objection.

40.4 Copies of the order for termination of the arbitral proceedings

or of the arbitral award on, agreed terns, signed by the
Tribunal, shall be communicated by the Tribunal to the parties
through the Secretary.
Rule 41 - Interest

The Tribunal may award interest on any sum awarded at such

rate as applicable in fixed deposits of Sate Bank of India in
respect of such periods ending not later than the date of the
award as the Tribunal considers just.

Rule 42 - Costs

42 .1 The Tribunal shall specify in the final award, the costs of the
arbitrations and decide which party shall bear them and in what
proportion they shall be borne.

42.2 In this Rule, "costs of the arbitration" shall include:

a. The fees and expenses of the Tribunal and the

administration fees of the SAROD as determined
by the Secretary in accordance with the Schedule
of Fees:
b. The costs of tribunal appointed experts or of
other assistance rendered: and
 c. All expenses which are reasonably incurred by the
SAROD in connection with the arbitration.

42.3 The Tribunal has power to order in its Award, that all or part of
the legal or other costs (such as legal fees and expenses. costs
incurred in respect of party appointed experts etc.) of one
party shall be paid by the other party.

Rule 43- Waiver

A party which is aware of non-compliance with these Rules and

yet proceeds with the arbitration without promptly stating is
objection in writing to such non- compliance shall be deemed
to have waived its right to object.

Rule 44- Exclusion Liability

44.1 The Tribunal, the President, the SAROD and any of its officers,
employees or agents shall not be liable to any party for any act
or omission in connection with any arbitration conducted under
these Rules.

44. 2 After the Award as been made and the possibilities of

corrections and additional Awards have lapsed or been
exhausted, neither the Tribunal nor the President shall be
under any obligation to make any statement to any person
about any matter concerning the arbitration, and no party shall
seek to make any arbitrator or the President or the SAROD and
any of its officers a witness in any legal proceedings arising out
of the arbitration.

Rule 45 - General Provisions

45.1 In all matters not expressly provided for in these Rules, the
President, the Secretary and the Tribunal shall act in the spirit
of these Rules and shall make every reasonable effort to
ensure the just, expeditious and economical conclusion of the
arbitration.

45.2 The Secretary may from time to time issue Practice Notes on
the implementation of these Rules.
Rule 46 – Amendment to Rules

These Rules may from time to time be amended by the

Governing Body of SAROD