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Engineering Procurement and Construction (EPC) Agreement For

The document outlines the Engineering Procurement and Construction (EPC) Agreement for the upgradation of the Hansi-Barwala road section of NH-148B in Haryana, covering a design length of 24.27 km. It details the obligations of both the Authority and the Contractor, including project scope, performance security, maintenance responsibilities, and dispute resolution procedures. The agreement is structured into multiple parts, addressing various aspects of the project from definitions to financial covenants and termination clauses.

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0% found this document useful (0 votes)

5 views248 pages

Engineering Procurement and Construction (EPC) Agreement For

Uploaded by

infosurajconstructionco

We take content rights seriously. If you suspect this is your content, claim it here.

Available Formats

Download as PDF, TXT or read online on Scribd

Engineering Procurement and Construction (EPC)

Agreement

For

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi –

Barwala road section of NH-148B (Existing Km 170+668 to
km. 194+938 (Design length 24.27 km)) on EPC mode in the
State of Haryana under NH (O).

National Highways Authority of India

(NHAI)

DECEMBER 2025
Table of Contents

Part I 1

Preliminary 1

1 Definitions and Interpretations 5

1.1 Definitions 5
1.2 Interpretation 13
1.3 Measurements and arithmetic conventions 15
1.4 Priority of agreements and errors/discrepancies 15
1.5 Joint and several liability 16

Part II 18

Scope of Project 18

2 Scope of the Project 21

2.1 Scope of the Project 21

3 Obligations of the Authority 22

3.1 Obligations of the Authority 22
3.2 Maintenance obligations prior to the Appointed Date 24
3.3 Environmental Clearances 24
3.4 Deemed Termination upon delay 24

4 Obligations of the Contractor 25

4.1 Obligations of the Contractor 25
4.2 Obligations relating to sub-contracts and any other agreements 27
4.3 Employment of foreign nationals 28
4.4 Contractor’s personnel 28
4.5 Advertisement on Project Highway 29
4.6 Contractor's care of the Works 29
4.7 Electricity, water and other services 29
4.8 Unforeseeable difficulties 29
4.9 Co-ordination of the Works 29
4.10 Environmental Measures 30
4.11 Site Data 30
4.12 Sufficiency of Contract Price 31

5 Representations and Warranties 32

5.1 Representations and warranties of the Contractor 32
5.2 Representations and warranties of the Authority 35
5.3 Disclosure 36

6 Disclaimer 37
6.1 Disclaimer 37

Part III 39

Construction and Maintenance 39

7 Performance Security 41
7.1 Performance Security 41
7.2 Extension of Performance Security and Additional Performance Security 42
7.3 Appropriation of Performance Security 42
7.4 Release of Performance Security 42
7.5 Retention Money 43

8 Right of Way 44
8.1 The Site 44
8.2 Procurement of the Site 44
8.3 Damages for delay in handing over the Site 45
8.4 Site to be free from Encumbrances 47
8.5 Protection of Site from encroachments 47
8.6 Special/ temporary Right of Way 48
8.7 Access to the Authority and the Authority’s Engineer 48
8.8 Geological and archaeological finds 48
9 Utilities and Trees 49
9.1 Existing utilities and roads 49
9.2 Shifting of obstructing utilities 49
9.3 New utilities 49
9.4 Felling of trees 50
9.5 Dismantling of structures 50
9.6 Development Period 51

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode including in the State of Haryana under NH (O).
3
10 Design and Construction of the Project Highway 52
10.1 Obligations prior to commencement of Works 52
10.2 Design and Drawings 54
10.3 Construction of the Project Highway 56
10.4 Maintenance during Construction Period 57
10.5 Extension of time for completion 58
10.6 Incomplete Works 59
10.7 Maintenance Manual 60
10.8 As-Built Records 60
10.9 Contractor's Use of Authority’s Documents 60

11 Quality Assurance, Monitoring and Supervision 61

11.1 Quality of Materials and workmanship 61
11.2 Quality control system 61
11.3 Methodology 61
11.4 Inspection and technical audit by the Authority 62
11.5 External technical audit 62
11.6 Inspection of construction records 62
11.7 Monthly progress reports 62
11.8 Inspection 63
11.9 Samples 64
11.10 Tests 64
11.11 Examination of work before covering up 64
11.12 Rejection 65
11.13 Remedial work 65
11.14 Delays during construction 66
11.15 Quality control records and Documents 66
11.16 Video recording 66
11.17 Suspension of unsafe Construction Works 66
11.18 Staff and Labour 67

12 Completion Certificate 70
12.1 Tests on Completion 70
12.2 Completion Certificate 70

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode in the State of Haryana under NH (O)
4
13 Rescheduling of Tests 71
14 Change of Scope 72
14.1 Change of Scope 72
14.2 Procedure for Change of Scope 72
14.3 Payment for Change of Scope 74
14.4 Restrictions on Change of Scope 74
14.5 Power of the Authority to undertake Works 75

15 Maintenance 76
15.1 Maintenance obligations of the Contractor 76
15.2 Maintenance Requirements 77
15.3 Maintenance Programme 77
15.4 Safety, vehicle breakdowns and accidents 78
15.5 Lane closure 78
15.6 Reduction of payment for non-performance of Maintenance obligations 78
15.7 Authority’s right to take remedial measures 79
15.8 Restoration of loss or damage to Project Highway 79
15.9 Overriding powers of the Authority 79
15.10 Taking over Certificate 80

16 Supervision and Monitoring during Maintenance 81

16.1 Inspection by the Contractor 81
16.2 Inspection and payments 81
16.3 Tests 82
16.4 Reports of unusual occurrence 82

17 Traffic Regulation 83
17.1 Traffic regulation by the Contractor 83

18 Defects Liability 84
18.1 Defects Liability Period 84
18.2 Remedying Defects 84
18.3 Cost of remedying Defects 85
18.4 Contractor’s failure to rectify Defects 85
18.5 Extension of Defects Liability Period 85

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode including in the State of Haryana under NH (O).
5
18 Authority’s Engineer 86
18.1 Appointment of the Authority’s Engineer 86
18.2 Duties and authority of the Authority’s Engineer 86
18.3 Delegation by the Authority’s Engineer 87
18.4 Instructions of the Authority’s Engineer 87
18.5 Determination by the Authority’s Engineer 88
18.6 Remuneration of the Authority’s Engineer 88
18.7 Termination of the Authority’s Engineer 88

Part IV 89

Financial Covenants 89

19 Payments 91
19.1 Contract Price 91
19.2 Advance Payment 91
19.3 Procedure for estimating the payment for the Works 93
19.4 Stage Payment Statement for Works 94
19.5 Stage Payment for Works 94
19.6 Monthly Maintenance Statement of the Project Highway 94
19.7 Payment for Maintenance of the Project Highway 95
19.8 Payment of Damages 95
19.9 Time of payment and interest 96
19.10 Price adjustment for the Works - Deleted 96
19.11 Restrictions on price adjustment 99
19.12 Price adjustment for Maintenance of Project Highway 99
19.13 Final Payment Statement 100
19.14 Discharge 100
19.15 Final Payment Certificate 100
19.16 Final payment statement for Maintenance 101
19.17 Change in law 101
19.18 Correction of Interim Payment Certificates 102
19.19 Authority’s claims 102
19.20 Bonus for early completion 102

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode in the State of Haryana under NH (O)
6
20 Insurance 103
20.1 Insurance for Works and Maintenance 103
20.2 Notice to the Authority 104
20.3 Evidence of Insurance Cover 104
20.4 Remedy for failure to insure 104
20.5 Waiver of subrogation 105
20.6 Contractor’s waiver 105
20.7 Cross liabilities 105
20.8 Accident or injury to workmen 105
20.9 Insurance against accident to workmen 105
20.10 Application of insurance proceeds 106
20.11 Compliance with policy conditions 106
20.12 General Requirements of Insurance Policies 106

Part V 109

Force Majeure and Termination 109

21 Force Majeure 111

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

22 Suspension of Contractor’s Rights 116

22.1 Suspension upon Contractor Default 116
22.2 Authority to act on behalf of Contractor 116
22.3 Revocation of Suspension 116
22.4 Termination 116

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode including in the State of Haryana under NH (O).
7
23 Termination 118
23.1 Termination for Contractor Default 118
23.2 Termination for Authority Default 120
23.3 Termination for Authority’s convenience 121
23.4 Requirements after Termination 121
23.5 Valuation of Unpaid Works 122
23.6 Termination Payment 122
23.7 Other rights and obligations of the Parties 123
23.8 Survival of rights 124
23.9 Foreclosure with mutual consent 124

Part VI 125

Other Provisions 125

24 Assignment and Charges 127

24.1 Restrictions on assignment and charges 127
24.2 Hypothecation of Materials or Plant 127

25 Liability and Indemnity 128

25.1 General indemnity 128
25.2 Indemnity by the Contractor 128
25.3 Notice and contest of claims 129
25.4 Defence of claims 129
25.5 Survival on Termination 130

26 Dispute Resolution 131

26.1 Dispute Resolution 131
26.2 Conciliation 131
26.3 Arbitration 131
26.4 Adjudication by Regulatory Authority, Tribunal or Commission 132

27 Miscellaneous 133
27.1 Governing law and jurisdiction 133
27.2 Waiver of immunity 133
27.3 Delayed payments 133
27.4 Waiver 133

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode in the State of Haryana under NH (O)
8
27.5 Liability for review of Documents and Drawings 134
27.6 Exclusion of implied warranties etc. 134
27.7 Survival 134
27.8 Entire Agreement 135
27.9 Severability 135
27.10 No partnership 135
27.11 Third parties 135
27.12 Successors and assigns 135
27.13 Notices 136
27.14 Language 136
27.15 Counterparts 136
27.16 Confidentiality 136
27.17 Copyright and Intellectual Property rights 137
27.18 Limitation of Liability 137
27.19 Care and Supply of Documents 138
27.20 Authority’s Use of Contractor’s Documents. 138
27.21 Contractor’s Use of Authority’s Documents 138
27.22 Access to the Site by Others 139
27.23 Term 139
27.24 Amendments 139
27.25 Representation and Bribes 139
27.26 No Agency 139

Schedules 142

Schedule-A 144

Site of the Project 144

1 The Site 144

Annex-I : Site 145
Annex-II : Dates for providing Right of Way of Construction Zone 150
Annex-III : Alignment Plans 151
Annex-IV : Environment Clearances 152

1. Development of the Project Highway 153

2. [Rehabilitation and augmentation] 153
3. Specifications and Standards 153
Annex-I : Description of Four Laning 154

Schedule - C 172

Project Facilities 172

1. Project Facilities 172

2. Description of Project Facilities 172

Schedule - D 176

Specifications and Standards 176

1. Construction 176
2. Design Standards 176
3. Construction of Flexible Pavement 176
Annex-I : Specifications and Standards for Construction 177

Schedule - E 180
Maintenance Requirements 180

1. Maintenance Requirements 180

2. Repair/rectification of Defects and deficiencies 180
3. Other Defects and deficiencies 180
4. Extension of time limit 180
5. Emergency repairs/restoration 181
6. Daily inspection by the Contractor 181
7. Pre-monsoon inspection / Post-monsoon inspection 181
8. Repairs on account of natural calamities 181
Annex-I : Repair/rectification of Defects and deficiencies 182

Schedule - F 229

Applicable Permits 229

1. Applicable Permits 229

Annex-I : Form of Bank Guarantee 230

Annex-II : Form for Guarantee for Advance Payment 233

Schedule - H 237

Contract Price Weightages 237

Schedule - I 268

Drawings 268

1. Drawings 268
2. Additional Drawings 268
Annex-I : List of Drawings 269

Schedule - J 270

Project Completion Schedule 270

1. Project Completion Schedule 270

2. Project Milestone-I 270
3. Project Milestone-II 270
4. Project Milestone-III 270
5. Scheduled Completion Date 271
6. Extension of time 271

Schedule - K 272

Tests on Completion 272

1. Schedule for Tests 272

2. Tests 272
3. Agency for conducting Tests 273
4. Completion Certificate 273

Schedule - L 274

Completion Certificate 274

Payment Reduction for Non-Compliance 275

1. Payment reduction for non-compliance with the Maintenance Requirements 275

2. Percentage reductions in lump sum payments on monthly basis 275

Schedule - N 277

Selection of Authority’s Engineer 277

1. Selection of Authority’s Engineer 277

2. Terms of Reference 277
3. Appointment of Government entity as Authority’s Engineer 277
Annex-I : Terms of Reference for Authority’s Engineer 278

Schedule - O 284

Forms of Payment Statements 284

1. Stage Payment Statement for Works 284

2. Monthly Maintenance Payment Statement 284
3. Contractor’s claim for Damages 284

Schedule - P 285

Insurance 285

1. Insurance during Construction Period 285

2. Insurance for Contractor's Defects Liability 285
3. Insurance against injury to persons and damage to property 285
4. Insurance to be in joint names 286

Schedule-Q 287

Tests on Completion of Maintenance Period 287

1. Riding Quality test: 287

2. Visual and physical test: 287

Schedule-R 288
Taking Over Certificate 288

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC in the State of Haryana under NH (O).
12
Part I

Preliminary

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

Between

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

Chairman, National Highways Authority of India, G-5&6, Sector-10, Dwarka, New Delhi-
110075(hereinafter referred to as the “Authority” which expression shall, unless repugnant to
the context or meaning thereof, include its administrators, successors and assigns) of One Part;

And

……………………………………………, the selected bidder having its registered office at

……………………………………………………………, (hereinafter referred to as the
“Contractor” which expression shall, unless repugnant to the context or meaning thereof,
include its successors and permitted assigns) of the Other Part.

Whereas:

A. The Government of India entrusted Upgradation of 2/4 – Lane with Paved Shoulders of
Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design
length 24.27 km)) on EPC mode in the State of Haryana under NH (O) to the Authority;

B. The Authority resolved to Upgradation of 2/4 – Lane with Paved Shoulders of Hansi –
Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length
24.27 km)) on EPC mode in the State of Haryana under NH (O) on Engineering,
Procurement, Construction (“EPC”) basis in accordance with the terms and conditions to be
set forth in an agreement to be entered into.

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

D. After evaluation of the bids received, the Authority accepted the bid of the selected bidder and
issued its Letter of Acceptance No. …………………………………………. dated
………………………… (hereinafter called the “LOA”) to the selected bidder for
rehabilitation and augmentation of the above section of Upgradation of 2/4 – Lane with
Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to
km. 194+938 (Design length 24.27 km)) on EPC mode in the State of Haryana under NH
(O) 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

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode in the State of Haryana under NH (O). 14
(iii) execute this Agreement within 10 (ten) days from the receipt 50% of issue of
Performance Security and 50% of Additional Performance Security, if any.

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

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

Definitions and Interpretations

1.1 Definitions

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

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

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

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

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

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

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

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

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

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

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode in the State of Haryana under NH (O). 16
“Appointed Date” means the date declared by the Authority as the project commencement
date with the consent of the contractor, as per the process prescribed in Article 3 and 8 of this
Agreement;

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

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

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

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

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

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

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

“Bank Rate” means the rate of interest specified by the Reserve Bank of India from time to
time in pursuance of section 49 of the Reserve Bank of India Act, 1934 or any replacement
of such Bank Rate for the time being in effect;

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

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

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

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

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

(a) the enactment of any new Indian law;

(b) the repeal, modification or re-enactment of any existing Indian law;
(c) the commencement of any Indian law which has not come into effect until the Base
Date; or
(d) a change in the interpretation or application of any Indian law by a judgement of a
court of record which has become final, conclusive and binding, as compared to such
interpretation or application by a court of record prior to the Base Date.
“Change of Scope” shall have the meaning set forth in Article 13;

“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

“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;

“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 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;
IRC-SP:84-2019

“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, kilometre-stones, toll plaza(s), electrical systems, communication systems, rest
areas, relief centres, maintenance depots and administrative offices; and (b) Project Facilities
situated on the Site;
“Project Completion Date” means the date on which the Completion Certificate is issued;

“Project Completion Schedule” means the progressive Project Milestones set forth in

“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 Upgradation of 2/4 – Lane with Paved Shoulders of Hansi –
Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length
24.27 km)) on EPC mode in the State of Haryana under NH (O) 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;

“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,

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(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, upgradation 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

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the last day of any period computed under this Agreement is not a business day, then
the period shall run until the end of the next business day;
(n) the words importing singular shall include plural and vice versa;
(o) references to any gender shall include the other and the neutral gender;
(p) “lakh” means a hundred thousand (100,000) and “crore” means ten million
(10,000,000);
(q) “indebtedness” shall be construed so as to include any obligation (whether incurred
as principal or surety) for the payment or repayment of money, whether present or
future, actual or contingent;
(r) references to the “winding-up”, “dissolution”, “insolvency”, or “reorganisation” of
a company or corporation shall be construed so as to include any equivalent or
analogous proceedings under the law of the jurisdiction in which such company or
corporation is incorporated or any jurisdiction in which such company or corporation
carries on business including the seeking of liquidation, winding-up, reorganisation,
dissolution, arrangement, protection or relief of debtors;
(s) save and except as otherwise provided in this Agreement, any reference, at any time,
to any agreement, deed, instrument, licence or document of any description shall be
construed as reference to that agreement, deed, instrument, licence or other
document as amended, varied, supplemented, modified or suspended at the time of
such reference; provided that this Clause shall not operate so as to increase liabilities
or obligations of the Authority hereunder or pursuant hereto in any manner
whatsoever;
(t) any agreement, consent, approval, authorisation, notice, communication,
information report or any other correspondence required under or pursuant to this
Agreement from or by any Party or the Authority’s Engineer shall be valid and
effective only if it is routed through NHAI Data Lake (unless the law requires to
send such notice, communication etc., through physical/ any other specified mode
only) under the hand of a duly authorised representative of such Party or the
Authority’s Engineer, as the case may be, in this behalf and not otherwise;
(u) the Schedules and Recitals to this Agreement form an integral part of this Agreement
and will be in full force and effect as though they were expressly set out in the body
of this Agreement;
(v) references to Recitals, Articles, Clauses, Sub-clauses or Schedules in this Agreement
shall, except where the context otherwise requires, mean references to Recitals,
Articles, Clauses, Sub-clauses and Schedules of or to this Agreement, and
references to a Paragraph shall, subject to any contrary indication, be construed as a
reference to a Paragraph of this Agreement or of the Schedule in which such
reference appears;
(w) the damages payable by either Party to the other of them, as set forth in this
Agreement, whether on per diem basis or otherwise, are mutually agreed genuine
pre-estimated loss and damage likely to be suffered and incurred by the Party entitled
to receive the same and are not by way of penalty or liquidated damages (the
“Damages”); and
(x) time shall be of the essence in the performance of the Parties’ respective obligations.

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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.

(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
6This Clause 1.5 may be omitted if the Contractor is not a Joint venture. Even if the Contractor is a Joint venture, the
Authority may, at its discretion, delete this provision.

Part II

Scope of Project

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 fulfilment of all other obligations of the Contractor in accordance
with the provisions of this Agreement and matters incidental thereto or necessary for
the performance of any or all of the obligations of the Contractor under this
Agreement.

Obligations of the Authority

3.1 Obligations of the Authority

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

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

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

(a) No less than 90% (ninety per cent) of the required Right of Way of the Construction
Zone of total length of the Project Highway within a period of 30 (thirty) days from
the date of this Agreement, which shall be in contiguous stretches of length not less
than 5 (five) kilometre.
(b) 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) Environmental clearances as required under Clause 3.3.

(iv) Delay in providing the Right of Way or approval of GAD by railway authorities, as the case
may be, in accordance with the provisions of Clause 3.1 (iii) shall entitle the Contractor to
Damages in a sum calculated in accordance with the provisions of Clause 8.3 of this
Agreement and Time Extension in accordance with the provisions of Clause 10.5 of this
Agreement. For the avoidance of doubt, the Parties agree that the Damages for delay in
approval of GAD by the railway authorities for a particular road over-bridge/ under-bridge
shall be deemed to be equal to the Damages payable under the provisions of Clause 8.3 for
delay in providing Right of Way for a length of 2 (two) kilometre for each such road over-
bridge/ under-bridge.
(v) Notwithstanding anything to the contrary contained in this Agreement, the Parties expressly
agree that the aggregate Damages payable under Clauses 3.1 (iv), 8.3 and 9.5 shall not
exceed 1% (one per cent) of the Contract Price. For the avoidance of doubt, the Damages
payable by the Authority under the aforesaid Clauses shall not be additive if they arise
concurrently from more than one cause but relate to the same part of the Project Highway.

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

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

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

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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.

Obligations of the Contractor

4.1 Obligations of the Contractor

(i) Subject to and on the terms and conditions of this Agreement, the Contractor shall undertake
the survey, investigation, design, engineering, procurement, construction, and maintenance
of the Project Highway and observe, fulfil, comply with and perform all its obligations set
out in this Agreement or arising hereunder.

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

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

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

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

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

(vii) The Contractor shall, at its own cost and expense, in addition to and not in derogation of its
obligations elsewhere set out in this Agreement:
(a) make, or cause to be made, necessary applications to the relevant Government
Instrumentalities with such particulars and details as may be required for obtaining
Applicable Permits set forth in Schedule-F and obtain and keep in force and effect
such Applicable Permits in conformity with the Applicable Laws;
(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 byit 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;

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

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

(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

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

(xiv) 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 and Industry, Government of India Order No. P-
45021/2/2017-PP (BE-11) dated September 16, 2020, as amended or modified till Bid Due
Date and the provisions under Rule 144(xi) of GFR, 2017.

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

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34
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 subcontractors 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

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

4.7 Electricity, water and other services

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

4.8 Unforeseeable difficulties

Except as otherwise stated in the Agreement:

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

4.9 Co-ordination of the Works

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

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

(a) any other contractors employed by the Authority;

(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.

(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 provision 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

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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 and 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.

Representations and Warranties

5.1 Representations and warranties of the Contractor

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

(a) it is duly organised and validly existing under the laws of India, and has full power
and authority to execute and perform its obligations under this Agreement and to
carry out the transactions contemplated hereby;
(b) it has taken all necessary corporate and/or other actions under Applicable Laws to
authorise the execution and delivery of this Agreement and to validly exercise its
rights and perform its obligations under this Agreement;
(c) this Agreement constitutes its legal, valid and binding obligation, enforceable
against it in accordance with the terms hereof, and its obligations under this
Agreement will be legally valid, binding and enforceable against it in accordance
with the terms hereof;
(d) it is subject to the laws of India, and hereby expressly and irrevocably waives any
immunity in any jurisdiction in respect of this Agreement or matters arising
thereunder including any obligation, liability or responsibility hereunder;
(e) the information furnished in the Bid, Request for 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;

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
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(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.

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode in the State of Haryana under NH (O)
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(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.

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode in the State of Haryana under NH (O) 41
(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 authorise the
execution, delivery and performance of this Agreement;
(c) it has the financial standing and capacity to perform its obligations under this
Agreement;
(d) this Agreement constitutes a legal, valid and binding obligation enforceable against
it in accordance with the terms hereof;
(e) it has no knowledge of any violation or default with respect to any order, writ,
injunction or any decree of any court or any legally binding order of any
Government Instrumentality which may result in any material adverse effect on the
Authority’s ability to perform its obligations under this Agreement;
(f) it has complied with Applicable Laws in all material respects;
(g) it has good and valid right to the Site and has the power and authority to grant the
Right of Way in respect thereof to the Contractor; and

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
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42
(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.

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.

Construction and Maintenance

Construction of Four Lane Highway from Gazipur - Ballia - UP/Bihar State Border (Greenfield) section
of NH-31: Package III [from Pindari (km 78.150) to Rawalganj Bypass (km 117.120)] on EPC Mode in
the state of Uttar Pradesh and Bihar. 45
Article 7
Performance Security
7.1 Performance Security

(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, Fixed Deposit Receipt, Banker’s Cheque
or an irrevocable and unconditional Bank Guarantee (including 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 5% (five percent) of its Bid Price. In case of bids mentioned below, the
Selected Bidder, along with the Performance Security, shall also furnish to the Authority in
the form of Insurance Surety Bond (in the same form given at Annex-III of Schedule-G),
Account Payee Demand Draft, Fixed Deposit Receipt, Banker’s Cheque or an irrevocable
and unconditional Bank Guarantee (including e-Bank guarantee) from a Bank in the same
form given at Annex- I of Schedule-G towards an Additional Performance Security (the
“Additional Performance Security”) for an amount calculated as under:

i. where the Bid Price is below 10% but not below 20% of the Estimated Project Cost/Cost put
to tender, the Additional Performance Security percentage shall be incremented by 0.1% for
every percentage of bid price below 10% of the Estimated Project Cost put to bid starting at
11% with the Additional Performance Security being 0.1% and this Additional Performance
Security percentage shall be applied on the Bid Price.
ii. where the Bid Price is 20% or more below of the Estimated Project Cost/Cost put to tender,
the Additional Performance Security percentage shall be incremented by 0.2% for every
percentage of Bid Price below 20% of the Estimated Project Cost/Cost put to tender in
addition to 1% of the bid price and this Additional Performance Security percentage shall be
applied on the Bid Price;
iii. The Additional Performance Security percentage shall be rounded off to the next lower
percentage based on whether the decimal point of the percentage of Bid Price is below 0.5%
next higher percentage based on whether the decimal point of the percentage of Bid Price is
0.5% or more.
iv. The Additional Performance Security shall be treated as part of the Performance Security.
v. An illustrative example for calculation of Additional Performance Security for a notional
project where the project cost put to bid is Rs. 1000 crore is given in Annexure-1 of Appendix-
VII.

(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.

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
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(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.

(vi) 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 therefore 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.

(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.

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

Right of Way

8.1 The Site

The site of the Project Highway (the “Site”) shall comprise the site described in Schedule-A
in respect of which the Right of Way shall be provided by the Authority to the Contractor.
The Authority shall be responsible for:
(a) acquiring and providing Right of Way on the Site in accordance with the alignment
finalised by the Authority, free from all encroachments and encumbrances, and free
access thereto for the execution of this Agreement; and
(b) obtaining licences and permits for environment clearance for the Project Highway.

8.2 Procurement of the Site

(i) The Authority Representative, the Contractor and Authority’s Engineer shall, within 10 (ten)
days of the date of this Agreement, inspect the Site and prepare a detailed memorandum
containing an inventory of the Site including the vacant and unencumbered land, buildings,
structures, road works, trees and any other immovable property on or attached to the Site
(hereinafter referred to as the “Handover Memorandum”). Subject to the provisions of
Clause 8.2 (iii), the Handover Memorandum shall have appended thereto an appendix (the
“Appendix”) specifying in reasonable detail those parts of the Site to which vacant access
and Right of Way has not been given to the Contractor along with details of hindrances in the
Construction Zone. For sake of clarity the Handover Memorandum shall clearly specify the
parts of Site where work can be executed. Signing of the Handover Memorandum, in three
counterparts (each of which shall constitute an original), by the authorized representatives of
the Authority, Contractor and Authority’s Engineer shall be deemed to constitute a valid
evidence of giving the Right of Way to the Contractor for discharging its obligations under
and in accordance with the provisions of this Agreement and for no other purpose whatsoever.

(ii) Whenever the Authority is ready to hand over any part or parts of the Site included in the
Appendix, it shall inform the Contractor, by notice, of the proposed date and time such of
hand over. The Authority Representative and the Contractor shall, on the date so notified,
inspect the specified parts of the Site, and prepare a memorandum containing an inventory
of the vacant and unencumbered land, buildings, structures, road works, trees and any other
immovable property on or attached to the Site so handed over. The signing of the
memorandum, in three (3) counterparts (each of which shall constitute an original), by the
authorised representatives of the Parties shall be deemed to constitute a valid evidence of
giving the relevant Right of Way to the Contractor.
If the contractor fails to join for site inspection or disputes the parts of the site available for
work, the Authority’s Engineer shall decide the parts of the site where work can be executed
and notify to both the parties within 3 days of the proposed date of inspection. The parties
agree that such notification of the Authority’s Engineer as mentioned hereinabove shall be
final and binding on the parties.

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(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)

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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 (iii)(a). Such Works shall not be computed for the purposes of the aforesaid
ceiling of 10% (ten per cent) hereunder.

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

(iv) In the event of withdrawal of Works under Clause 8.3 (iii) (a), the Contract Price shall be
reduced by an amount equal to 90 (ninety) per cent of the value of the Works withdrawn and
the Contractor shall not be entitled to any other compensation or Damages for the withdrawal
of Works.
Value of the Works withdrawn Percentage of value of works to reduced from
Contract Price
upto Rs. 100 Crore 90%
More than Rs. 100 Crore Rs. 90 Crore plus 95% of the amount greater
than Rs. 100 Crore

Provided that if any Works are withdrawn after commencement of the Construction of such
works, the Authority shall pay to the Contractor 110% (one hundred and ten per cent) of the
fair value of the work done, as assessed by the Authority’ Engineer.

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

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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.

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 the assistance of the
Authority, undertake shifting of any utility (including electric lines, water pipes and telephone
cables), to an appropriate location or alignment, if such utility or obstruction adversely
affects the execution of Works or maintenance of the Project Highway in accordance with this
Agreement, as per the scope given in Schedule B and in accordance with applicable standards
and specifications of concerned utility owing entity. The cost of shifting of such, utilities
indicated in Schedule-B is payable to the Contractor as per Schedule-H. Cost of shifting
utilities not included in the Schedule-B if any, shall be treated as Change of Scope. The
Authority will provide assistance to the Contractor for obtaining the estimates for shifting of
such utilities from the entity owing such electric lines, water pipes or telephone cables, as the
case may be. The Contractor shall execute such utility shifting works under the supervision
of utility owning agency and Authority’s 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 Contactor 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/Concessionaire who would be free to dispose-off the dismantled material as
deemed fit by them.

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

9.3 New utilities

(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 avoidanceof doubt, it is agreed that use of the Site
under this Clause 9.3 shall not in any manner relieve the Contractor of its obligation to
construct and maintain the Project Highway in accordance with this Agreement and any

(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 failureis 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

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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.

Design and Construction of the Project Highway

10.1 Obligations prior to commencement of Works

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

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

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

(iii) Within 30 (thirty) days of the Appointed Date, the Contractor shall submit to the Authority
and the Authority’s Engineer a programme (the “Programme”) for the Works, developed
using networking techniques, for review and consent of the Engineer, giving the following
details:
(a) Part I: Contractor’s organisation for the Project, the general methods and
arrangements for design and construction, environmental management plan, Quality
Assurance Plan including design quality plan, traffic management and safety plan
covering safety of users and workers during construction (including use of
‘ROBOTS’ for diversion and control of traffic), Contractor’s key personnel and
equipment.
(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;

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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 National Highways Authority of India
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

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(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 National Highway Authority
of India for obtaining the consent of the Authority. The Contractor shall also obtain the
consent of the Authority for two (2) key personnel of the Proof Consultant who shall have
adequate experience and qualifications in highways and bridges respectively. The Authority
shall, within 15 (fifteen) days of receiving a proposal from the Contractor hereunder, convey
its decision, with reasons, to the Contractor, and if no such decision is conveyed within the
said period, the Contractor may proceed with engaging of the Proof Consultant.

(iii) The Proof Consultant shall:

(a) evolve a systems approach with the Design Director so as to minimise the time
required for final designs and construction drawings; and
(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

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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

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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 546th (Five Hundred Forty-Sixth) 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

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

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

10.4 Maintenance during Construction Period

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

(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

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(i) Without prejudice to any other provision of this Agreement for and in respect of extension
of time, the Contractor shall be entitled to extension of time in the Project Completion
Schedule (the “Time Extension”) to the extent that completion of any Project Milestone is
or will be delayed by any of the following, namely:

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

clearances or approval of railway authorities, specified in Clause 3.1 (iv);
(b) Change of Scope (unless an adjustment to the Scheduled Completion Date has
been agreed under Article 13);
(c) occurrence of a Force Majeure Event;
(d) any delay, impediment or prevention caused by or attributable to the Authority, the
Authority's personnel or the Authority's other contractors on the Site; and
(e) any other cause or delay which entitles the Contractor to Time Extension in
accordance with the provisions of this Agreement.
(ii) The Contractor shall, no later than 15 (fifteen) business days from the occurrence of an event
or circumstance specified in Clause 10.5 (i), inform the Authority’s Engineer by notice in
writing, with a copy to the Authority, stating in reasonable detail with supporting particulars,
the event or circumstances giving rise to the claim for Time Extension in accordance with
the provisions of this Agreement. Provided that the period of 15 (fifteen) business days shall
be calculated from the date on which the Contractor became aware, or should have become
aware, of the occurrence of such an event or circumstance.
Provided further that notwithstanding anything to the contrary contained in this Agreement,
Time Extension shall be due and applicable only for the Works which are affected by the
aforesaid events or circumstances and shall not in any manner affect the Project Completion
Schedule for and in respect of the Works which are not affected hereunder.
(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.

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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.

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.

11.1 Quality of Materials and workmanship

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

11.2 Quality control system

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

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

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

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

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

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

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

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

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complete the review and convey its consent to the Contractor within a period of 10 (ten)
days from the date of receipt of the proposed methodology from the Contractor.

11.4 Inspection and technical audit by the Authority

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

11.5 External technical audit

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

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

11.6 Inspection of construction records

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

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;

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(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; alongwith a detailed report
indicating the locations and movements of all construction vehicles by way of installing
a functional Global Positioning System (GPS) in each vehicle, which shall not include,
but not limited to the following information:
i. Real-time location data of each construction vehicle.
ii. Timestamps indicating the start and end times of vehicle movements.
iii. Mileage covered by each vehicle
The Contractor shall be responsible for ensuring the accuracy and integrity of the GPS
tracking data.
(f) copies for that month of quality assurance documents, test results and certificates;
(g) safety statistics, accident data collection including details of any hazardous incidents
and activities relating to environmental aspects and public relations;
(h) comparisons of actual and planned progress, with details of any aspects which may
jeopardise the completion in accordance with the Agreement, and the measures
being (or to be) adopted to overcome such aspects;
(i) details of any unresolved disputes or claims, in relation to the Project;
(j) details of any revision to the cash flow estimate, together with a copy of the revised
cash flow estimate;
(k) status of various Applicable Permits and compliance of conditions therein;
(l) details of various royalty payment and insurances required to be taken by the
Contractor; and
(m) such other reports as may be required by the Authority for enabling the Authority
to comply with its obligations under the other Project contracts.
(n) details of defects by the Authority;
(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

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

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

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

11.9 Samples

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

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

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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

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

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 Drone Video recording

During the Construction Period, the Contractor shall carry out video recording of each
project every month since award of the work till completion of construction and biannually
during O&M period.

In addition, the Contractor shall during the Construction and Maintenance Period shall carry
out such drone videography (on monthly basis) in the presence of Team Leader of
Authority’s Engineer. Recording of previous videos and the current running side by side
shall be loaded on Data Lake ([Link] for easily capturing various
developments during the month (a sample screenshot is attached herewith and also loaded
on Data Lake along with a sample video for guidance before submission of their invoice.
Capturing Ortho-image for approx. 10% equivalent length of critical structures or any other
specific area should be decided by the ROs/PDs and be conveyed to the Drone Agency in
the site-specific work order. Authority Engineer shall ensure that the features and quality of
drone video is acceptable and video is not distorted/ tampered with.

Authority Engineer shall analyse these drone videos and give their comments in its digital
MPRs covering inter-alia but not limited to the encumbrances/lands not available, sites of
COS demands, progress of project, mobilisation of plant & equipment, mobilisation of camp
sites, progress on rectification of NCRs etc. along with the proposed action plan, Project

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Director of NHAI shall cross-check drone videos during the monthly physical inspections
and notify the discrepancies noticed, if any, between drone video on Authority Engineer
comments and ground reality. The discrepancies shall be examined and addressed through
joint site inspections.

As per the policy, the Network Survey Vehicle (NSV) survey needs to be carried out twice
in a year on completed project. Therefore, PDs should plan biannually drone based video
recording during O&M period in such a manner so that there is no overlap and digital data
of O&M period is available in regular intervals (quarterly)through NSV and drone
videography.

As the drone videos/ report will be permanent record on Data Lake and will be used as
evidences during dispute resolution process before Arbitral Tribunals/ Court including
Supreme Court, the drone video shall be carried out carefully and correctly without
distortions/ tampering by all the parties concerned. The amount spent on recording shall be
charged to Contractor to the extent covered in the agreement.

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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,

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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).

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(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 this Sub-Clause, 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.

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

(viii) Disorderly Conduct

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

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

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.

Change of Scope

13.1 Change of Scope

(i) The Authority may, notwithstanding anything to the contrary contained in this Agreement,
require the Contractor to make modifications/ alterations to the Works (“Change of Scope”)
within a period of six months counted from the Appointed Date. Upon the Authority making
its intention known to the Contractor for the specific Change of Scope, be it positive or
negative, the Contractor shall submit his proposal for the said Change of Scope involving
additional cost or reduction in cost. Any such Change of Scope shall be made and valued in
accordance with the provisions of this Article 13.

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

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

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

(b) omission of any work from the Scope of the Project except under Clause 8.3 (iii);
provided that, subject to Clause 13.5, the Authority shall not omit any Work under
this Clause in order to get it executed by any other authority; and/ or

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

13.2 Procedure for Change of Scope

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

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

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

(a) the impact, if any, which the Change of Scope is likely to have on the Project
Completion Schedule if the works or services are required to be carried out during
the Construction Period; and
(b) the options for implementing the proposed Change of Scope and the effect, if any,
each such option would have on the costs and time thereof, including the following
details:
i. break-up of the quantities, unit rates and cost for different items of work; and
ii. proposed design for the Change of Scope;

iii. proposed modifications, if any, to the Project Completion Schedule of the Project
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.

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(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.

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

13.3 Payment for Change of Scope

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

13.4 Restrictions on Change of Scope

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

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

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(iii) Notwithstanding anything to the contrary in this Article 13, if any change is necessitated
because of any default of the Contractor in the performance of its obligations under this
Agreement, the same shall not be deemed to be Change of Scope, and shall not result in any
adjustment of the Contract Price or the Project Completion Schedule.

13.5 Power of the Authority to undertake Works

(i) In the event the Parties are unable to agree to the proposed Change of Scope Orders in
accordance with Clause 13.2, the Authority may, after giving notice to the Contractor and
considering its reply thereto, award such Works or services to any person or agency on the
basis of open competitive bidding. It is also agreed that the Contractor shall provide
assistance and cooperation to the person or agency who undertakes the works or services
hereunder. The Contractor shall not be responsible for rectification of any Defects, but the
Contractor shall carry out maintenance of such works after completion of Defect Liability
Period of work by other person or agency during the remaining period of this agreement
without any extra payment.

(ii) The Works undertaken in accordance with this Clause 13.5 shall conform to the
Specifications and Standards and shall be carried out in a manner that 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.

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; 0.5%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 (except GST which shall be payable at applicable rates). The amount
payable for maintenance shall be adjusted to reflect any increase or decrease arising out of
variation in WPI to be determined in accordance with the provisions of Clause 19.12. It is
further agreed that the Contract Price hereunder shall be reckoned with reference to the
amount specified in Clause 19.1 (i), which shall be adjusted to the extent of Change of Scope
and the works withdrawn under the provisions of Clause 8.3 (iii), but shall not include any
price adjustments in pursuance of Clause 19.10.

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

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

(iii) In respect of any Defect or deficiency not specified in Schedule-E, the Contractor shall,at its
own cost, undertake repair or rectification in accordance with Good Industry Practice, save
and except to the extent that such Defect or deficiency shall have arisen on account of any
wilful default or neglect of the Authority or a Force Majeure Event.

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

14.2 Maintenance Requirements

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

14.3 Maintenance Programme

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

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

14.4 Safety, vehicle breakdowns and accidents

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

(ii) The Contractor shall maintain and operate a round-the-clock vehicle rescue post with 1 (one)
mobile crane having the capacity to lift a truck with a Gross Vehicle Weight of 30,000 (thirty
thousand) kilograms; and such post shall be located at any suitable location to be decided by
Authority. 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) metres, or part
thereof, pay Damages to the Authority calculated at the rate of 0.1% (zero point one per cent)
of the monthly maintenance payment for each day of delay until the lane has been re-
opened for traffic. In the event of any delay in re-opening such lanes or in the event of
emergency decommissioning and closure to traffic of the whole or any part of the Project
Highway due to failure of the Contractor, the Contractor shall pay damages to the Authority
at double the above rate, without prejudice the rights of the Authority under this Agreement
including Termination thereof.

(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.

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(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 Certificate to the
Contractor substantially in the format set forth in Schedule-R.

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 [Link] 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.

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

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

15.4 Reports of unusual occurrence

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

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

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

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.

Defects Liability

17.1 Defects Liability Period

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

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

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

17.2 Remedying Defects

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

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.

Authority’s Engineer

18.1 Appointment of the Authority’s Engineer

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

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

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

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

18.2 Duties and authority of the Authority’s Engineer

(i) The Authority’s Engineer shall perform the duties and exercise the authority in accordance
with the provisions of this Agreement and substantially in accordance with the terms of
reference (“Terms of Reference” or “TOR”) set forth in 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.

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(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

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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).

Financial Covenants

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 Services Tax
(GST), the cost of Maintenance, which shall be paid separately in accordance with the
provisions of Clause 19.7 and GST shall be payable at the applicable rates. The Parties
further agree that save and except as provided in this Agreement, the Contract Price shall be
valid and effective until issue of Completion Certificate.

(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 Schedules 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.

19.1.2 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.

(i) The Authority shall make an interest-bearing advance payment (the “Advance Payment”)
@ “Bank Rate + 3%”, equal to 10 % (ten percent) of the Contract Price, exclusively for
mobilisation expenses. The Advance Payment for mobilisation expenses shall be made in
two instalments each equal to 5% (ﬁve percent) of the Contract Price. The second 5% (five
percent) mobilization advance would be released after submission of utilization certificate
by the Contractor for the first 5% (five per cent) advance already released earlier.

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

(a) such new equipment are considered by the Authority’s Engineer to benecessary
for the works and
(b) these new equipment should be procured in the name of Contractor and is
verified by Authority’s Engineer to have been brought to site.

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

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

(iv) At any time, after 60 (sixty) days from the Appointed Date, the Contractor may apply to the
Authority for the second instalment of the Advance Payment along with an irrevocable and
unconditional Bank Guarantee (including e-Bank Guarantee) from a Bank for an amount
equivalent to 110% (one hundred and ten per cent) of such instalment, substantially in the
form provided at Annex-III of Schedule-G, to remain effective till the complete and full
repayment thereof.

The Contractor has the option of splitting the Bank Guarantee (including e-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 Bank Guarantee
(including e-Bank Guarantee) shall remain effective till full repayment of such part advance
corresponding to this Bank Guarantee (including e-Bank Guarantee). Such part of Bank

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Guarantee (including e-Bank Guarantee) shall be returned to the Contractor on recovery
under the Agreement of the full amount of such part Bank Guarantee (including e-Bank
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 (including e-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

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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

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

(iii) The deduction made on account of non-compliance with the Maintenance Requirements
shall not be subsequently considered for payment after the compliance is achieved by repair
or rectification.

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(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 - Deleted

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

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode in the State of Haryana under NH (O) 103
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.

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode in the State of Haryana under NH (O) 104
(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 authorised by the Authority’s Engineer within a period of 30
(thirty) days of the receipt of the Final Payment Statement from the Authority’s Engineer.

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

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.

Insurance

20.1 Insurance for Works and Maintenance

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

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

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

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

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

(iv) Notwithstanding anything stated above in Clause 20.1 (iii), the Authority shall fully
indemnify the Contractor from and against any and all losses, damages, costs, charges,
proceedings and/or claims arising out of or with respect to:

(a) the use or occupation of land or any part thereof by the Authority;
(b) the right of the Authority to execute the Works, or any part thereof, on, over, under,
in or through any land;
(c) the damage to property which is the unavoidable result of the execution and
completion of the Works, or the remedying of any Defects therein, in accordance
with this Agreement; and
(d) the death of or injury to persons or loss of or damage to property resulting from any
act or neglect of the Authority, its agents, servants or other contractors, not being
employed by the Contractor.
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.

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode in the State of Haryana under NH (O) 107
(v) Without prejudice to the obligations of the Parties as specified under Clauses 20.1 (iii) and
20.1 (iv), the Contractor shall maintain or effect such third party insurances as may be
required under the Applicable Laws.

(vi) The Contractor shall provide to the A-uthority, 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

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode in the State of Haryana under NH (O) 108
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 includea cross
liability clause such that the insurance shall apply to the Contractor and to the Authority as
separately insured.

20.8 Accident or injury to workmen

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

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

20.9 Insurance against accident to workmen

The Contractor shall effect and maintain during the Agreement such insurances as may be
required to insure the Contractor’s personnel and any other persons employed by it on the
Project Highway from and against any 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

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

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode in the State of Haryana under NH (O) 110
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.

Force Majeure and Termination

Force Majeure

21.1 Force Majeure

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

21.2 Non-Political Event

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

(a) act of God, epidemic, extremely adverse weather conditions, lightning, earthquake,
landslide, cyclone, flood, volcanic eruption, chemical or radioactive contamination
or ionising radiation, fire or explosion (to the extent of contamination or radiation
or fire or explosion originating from a source external to the Site);
(b) strikes or boycotts (other than those involving the Contractor, Sub- contractors or
their respective employees/ representatives, or attributable to any act or omission of
any of them) interrupting supplies and services to the Project Highway for a
continuous period of 24 (twenty-four) hours and an aggregate period exceeding 10
(ten) days in an Accounting Year, and not being an Indirect Political Event set forth
in Clause 21.3;
(c) any failure or delay of a Sub-contractor but only to the extent caused by another Non-
Political Event;
(d) any judgement or order of any court of competent jurisdiction or statutory authority
made against the Contractor in any proceedings for reasons other than (i) failure of
the Contractor to comply with any Applicable Law or Applicable Permit, or (ii) on
account of breach of any Applicable Law or Applicable Permit or of any contract,
or (iii) enforcement of this Agreement,or (iv) exercise of any of its rights under this
Agreement by the Authority;
(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.

An Indirect Political Event shall mean one or more of the following acts or events:
(a) an act of war (whether declared or undeclared), invasion, armed conflict or act of
foreign enemy, blockade, embargo, riot, insurrection, terrorist or military action,
civil commotion or politically motivated sabotage;
(b) industry-wide or State-wide strikes or industrial action for a continuous period of 24
(twenty-four) hours and exceeding an aggregate period of 10 (ten) days in an
Accounting Year;
(c) any civil commotion, boycott or political agitation which prevents construction of
the Project Highway by the Contractor for an aggregate period exceeding 10 (ten)
days in an Accounting Year;
(d) any failure or delay of a Sub-contractor to the extent caused by any Indirect Political
Event;
(e) any Indirect Political Event that causes a Non-Political Event; or
(f) any event or circumstances of a nature analogous to any of the foregoing.

21.4 Political Event

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

(a) Change in Law, only if consequences thereof cannot be dealt with under and in
accordance with the provisions of Clause 19.17;
(b) compulsory acquisition in national interest or expropriation of any Project Assets or
rights of the Contractor or of the Sub-Contractors;
(c) unlawful or unauthorised or without jurisdiction revocation of, or refusal to renew
or grant without valid cause, any clearance, licence, permit, authorisation, no
objection certificate, consent, approval or exemption required by the Contractor or
any of the Sub-contractors to perform their respective obligations under this
Agreement; provided that such delay, modification, denial, refusal or revocation did
not result from the Contractor’s or any Sub-contractor’s inability or failure to comply
with any condition relating to grant, maintenance or renewal of such clearance,
licence, authorisation, no objection certificate, exemption, consent, approval or
permit;
(d) any failure or delay of a Sub-contractor but only to the extent caused by another
Political Event; or
(e) any event or circumstances of a nature analogous to any of the foregoing.

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode in the State of Haryana under NH (O) 114
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.

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode in the State of Haryana under NH (O) 115
(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;

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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.

Suspension of Contractor’s Rights

22.1 Suspension upon Contractor Default

Upon occurrence of a Contractor Default, the Authority shall be entitled, without prejudice
to its other rights and remedies under this Agreement including its rights of Termination
hereunder, to (i) suspend carrying out of the Works or Maintenance or any part thereof, and
(ii) carry out such Works or Maintenance itself or authorise any other person to exercise or
perform the same on its behalf during such suspension (the “Suspension”). Suspension
hereunder shall be effective forthwith upon issue of notice by the Authority to the Contractor
and may extend up to a period not exceeding 90 (ninety) days from the date of issue of such
notice.

22.2 Authority to act on behalf of Contractor

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

22.3 Revocation of Suspension

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

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

(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.

Termination

23.1 Termination for Contractor Default

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

(a) the Contractor fails to provide, extend or replenish, as the case may be, the
Performance Security in accordance with this Agreement;
(b) after the replenishment or furnishing of fresh Performance Security in accordance
with Clause 7.3, the Contractor fails to cure, within a Cure Period of 30 (thirty)
days, the Contractor Default for which the whole or part of the Performance Security
was appropriated;
(c) the Contractor does not achieve the latest outstanding Project Milestone due in
accordance with the provisions of Schedule-J, subject to any Time Extension, and
continues to be in default for 45 (forty five) days;
(d) the Contractor abandons or manifests intention to abandon the construction or
Maintenance of the Project Highway without the prior written consent of the
Authority;
(e) the Contractor fails to proceed with the Works in accordance with the provisions of
Clause 10.1 or stops Works and/or the Maintenance for 30 (thirty) days without
reflecting the same in the current programme and such stoppage has not been
authorised by the Authority’s Engineer;
(f) the Project Completion Date does not occur within the period specified in Schedule-
J for the Scheduled Completion Date, or any extension thereof;
(g) the Contractor fails to rectify any Defect, the non-rectification of which shall have a
Material Adverse Effect on the Project, within the time specified in this Agreement
or as directed by the Authority’s Engineer;
(h) the Contractor subcontracts the Works or any part thereof in violation of this
Agreement or assigns any part of the Works or the Maintenance without the prior
approval of the Authority;
(i) the Contractor creates any Encumbrance in breach of this Agreement;
(j) an execution levied on any of the assets of the Contractor has caused a Material
Adverse Effect;

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

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

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

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(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;

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(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 hewould be deemed to have waived any claim and forfeited any right
to any other remedy on that count or in relation to such action or omission.

23.3 Termination for Authority’s convenience

Notwithstanding anything stated hereinabove, the Authority may terminate this Agreement
for convenience. The termination shall take effect 30 (thirty) days from the date of notice
provided to the Contractor.

23.4 Requirements after Termination

Upon Termination of this Agreement in accordance with the terms of this Article 23, the
Contractor shall comply with and conform to the following:
(a) deliver all relevant records, reports, Intellectual Property and other licences
pertaining to the Works, Maintenance, other design documents;
(b) transfer and/or deliver all Applicable Permits to the extent permissible under
Applicable Laws; and
(c) vacate the Site within 15 (fifteen) days.

23.5 Valuation of Unpaid Works

(i) Within a period of 45 (forty-five) days after Termination under Clause 23.1, 23.2 or 23.3, as
the case may be, has taken effect, the Authority’s Engineer shall proceed in accordance with

(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 predetermined compensation to the
Authority for any losses, delays and cost of completing the Works and Maintenance,
if any;
(b) encash and appropriate the Bank Guarantee, if any, for and in respect of the
outstanding Advance Payment and interest thereon; and
(c) pay to the Contractor, by way of Termination Payment, an amount equivalent to the
Valuation of Unpaid Works after adjusting any other sums payable or recoverable,
as the case may be, in accordance with the provisions of this Agreement.

(ii) Upon Termination on account of an Authority Default under Clause 23.2 or for Authority’s
convenience under Clause 23.3, the Authority shall:
(a) return the Performance Security, Additional Performance Security and Retention
Money forthwith;
(b) encash and appropriate the bank guarantee, if any, for and in respect of the
outstanding Advance Payment; and
(c) pay to the Contractor, by way of Termination Payment, an amount equal to:
i. Valuation of Unpaid Works;
ii. the reasonable cost of temporary works, as determined by the Authority’s
Engineer; and
iii. 10% (ten per cent) of the cost of the Works and Maintenance that are not
commenced or not completed,

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

(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.

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.

Other Provisions

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.

Liability and Indemnity

25.1 General indemnity

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

25.2 Indemnity by the Contractor

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

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

(ii) Without limiting the generality of the provisions of this Article 25, the Contractor shall
fully indemnify, hold harmless and defend the Authority Indemnified Persons from and
against any and all suits, proceedings, actions, claims, demands, liabilities and damages
which the Authority Indemnified Persons may hereafter suffer, or pay by reason of any
demands, claims, suits or proceedings arising out of claims of infringement of any domestic
or foreign patent rights, copyrights or other intellectual property, proprietary or
confidentiality rights with respect to any 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,

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authorising continued use of the infringing work. If the Contractor is unable to secure such
licence within a reasonable time, the Contractor shall, at its own expense, and without
impairing the Specifications and Standards, either replace the affected work, or part, or
process thereof with non-infringing work or part or process or modify the same so that it
becomes non-infringing.

25.3 Notice and contest of claims

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

25.4 Defence of claims

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

(ii) If the Indemnifying Party has exercised its rights under Clause 25.3, the Indemnified Party
shall not be entitled to settle or compromise any claim, action, suit or proceeding without
the prior written consent of the Indemnifying Party (which consent shall not be unreasonably
withheld or delayed).
(iii) If the Indemnifying Party exercises its rights under Clause 25.3, the Indemnified Party shall
nevertheless have the right to employ its own counsel, and such counsel may participate in
such action, but the fees and expenses of such counsel shall be at the expense of the
Indemnified Party, when and as incurred, unless:

(a) the employment of counsel by such party has been authorised in writing by the

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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.

Dispute Resolution

26.1 Dispute Resolution

(i) In the event of any dispute, difference or controversy of whatever nature howsoever arising
under or out of or in relation to this Agreement (including its interpretation) between the
Parties, and so notified in writing by either Party to the other Party (the “Dispute”) either Party
may call upon the Authority Engineer, to mediate and assist the Parties in arriving at an
amicable settlement thereof.

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

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

26.2 Conciliation

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

26.3 Arbitration

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's ACT 1860 vide
Registration no. S/RŠ/SW1049/2013 duly, represented by Authority and National Highways
Builders Federation (NHBF). The dispute shall be dealt with in terms of Rules of SAROD.

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode in the State of Haryana under NH (O) 132
The detailed procedure for conducting Arbitration shall be governed by the Rules of SAROD
and Provisions of Arbitration & Conciliation Act, 1996, as amended from time to time. The
Dispute shall be governed by Substantive Law of India.

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

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

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

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

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

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

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

26.4 Adjudication by Regulatory Authority, Tribunal or Commission

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

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

Miscellaneous

27.1 Governing law and jurisdiction

This Agreement shall be construed and interpreted in accordance with and governed by the
laws of India, and the courts at [Delhi] shall have exclusive jurisdiction over matters arising
out of or relating to this Agreement.

27.2 Waiver of immunity

Each Party unconditionally and irrevocably:

(a) agrees that the execution, delivery and performance by it of this Agreement
constitute commercial acts done and performed for commercial purpose;
(b) agrees that, should any proceedings be brought against it or its assets, property or
revenues in any jurisdiction in relation to this Agreement or any transaction
contemplated by this Agreement, no immunity (whether by reason of sovereignty or
otherwise) from such proceedings shall be claimed by or on behalf of the Party with
respect to its assets;
(c) waives any right of immunity which it or its assets, property or revenues now has,
may acquire in the future or which may be attributed to it in any jurisdiction; and
(d) consents generally in respect of the enforcement of any judgement or award against
it in any such proceedings to the giving of any relief or the issue of any process in
any jurisdiction in connection with such proceedings (including the making,
enforcement or execution against it or in respect of any assets, property or revenues
whatsoever irrespective of their use or intended use of any order or judgement that
may be made or given in connection therewith).

27.3 Delayed payments

The Parties hereto agree that payments due from one Party to the other Party under the
provisions of this Agreement shall be made within the period set forth therein,and if no
such period is specified, within 30 (thirty) days of receiving a demand along with the
necessary particulars. In the event of delay beyond such period, the defaulting Party shall
pay interest for the period of delay calculated at a 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

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode in the State of Haryana under NH (O) 134
hereof or of other provisions of or obligations under this Agreement;
(b) shall not be effective unless it is in writing and executed by a duly authorised
representative of the Party; and
(c) shall not affect the validity or enforceability of this Agreement in any manner.

(ii) Neither the failure by either Party to insist on any occasion upon the performance of the
terms, conditions and provisions of this Agreement or any obligation thereunder nor time or
other indulgence granted by a Party to the other Party shall be treated or deemed as waiver
of such breach or acceptance of any variation or the relinquishment of any such right
hereunder.

27.5 Liability for review of Documents and Drawings Except to

the extent expressly provided in this Agreement:

(a) no review, comment or approval by the Authority or the Authority’s Engineer of any
Document or Drawing submitted by the Contractor nor any observation or inspection
of the construction, or maintenance of the Project Highway nor the failure to review,
approve, comment, observe or inspect hereunder shall relieve or absolve the
Contractor from its obligations, duties and liabilities under this Agreement, the
Applicable Laws and Applicable Permits; and
(b) the Authority shall not be liable to the Contractor by reason of any review, comment,
approval, observation or inspection referred to in Sub-clause (a) above.

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

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode in the State of Haryana under NH (O) 135
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 bypersons 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 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 theParties 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,
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.

This Agreement shall be binding upon, and inure to the benefit of the Parties and their
respective successors and permitted assigns.
27.13 Notices

Unless the law requires to follow the specified mode of communication only as prescribed
therein, any notice or other communication to be given by one contracting Party to the other
Party under or in connection with the matters contemplated by this Agreement shall be routed
through NHAI Data Lake under the hands of a duly authorized representative and shall:

(a) In the case of the Contractor, be given through NHAI Data Lake and marked for
attention of the person set out below or to such other person as the Contractor may
from time to time designate by notice to the Authority;

{Attention:

Designation:

Address:

Fax No:

Email;}

(b) In the case of the Authority, be given through NHAI Data Lake 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;

{Attention:

Designation:

Address:

Fax No:

Email;}

In the case
(c) Any notice or communication by one Contracting Party to the other Party, given in
accordance herewith, shall be deemed to have been delivered when given through or
made on the NHAI Data Lake.

27.14 Language
All notices required to be given by one Party to the other Party and all other communications,
Documentation and proceedings which are in any way relevant to this Agreement shall be in
writing and in English language.

27.15 Counterparts

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode in the State of Haryana under NH (O) 137
This Agreement may be executed in two counterparts, each of which, when executed and
delivered, shall constitute an original of this Agreement.

27.16 Confidentiality

The Parties shall treat the details of this Agreement as private and confidential, except to the
extent necessary to carry out obligations under it or to comply with Applicable Laws. The
Contractor shall not publish, permit to be published, or disclose any particulars of the
Works in any trade or technical paper or elsewhere without the previous agreement of
the Authority.

27.17 Copyright and Intellectual Property rights

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

(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

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode in the State of Haryana under NH (O) 138
(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 through out the actual or intended working life (whichever is longer) of the
relevant parts of the Works,
(b) entitle any person in proper possession of the relevant part of the Works to copy, use
and communicate the Contractor’s Documents for the purposes of completing,
operating, maintaining, altering, adjusting, repairing and demolishing the Works,
and
(c) in the case of Contractor’s Documents which are in the form of computer programs
and other software, permit their use on any computer on the 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

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode in the State of Haryana under NH (O) 139
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.

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.

(See Clauses 2.1 and 14.2)

Maintenance Requirements

1. Maintenance Requirements

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

(ii) The Contractor shall repair or rectify any Defect or deficiency set forth in Paragraph 2 of this
Schedule-E within the time limit specified therein and any failure in this behalf shall
constitute non-fulfilment of the Maintenance obligations by the Contractor. Upon
occurrence of any breach hereunder, the Authority shall be entitled to effect reduction in
monthly lump sum payment as set forth in Clause 14.6 of this Agreement, without prejudice
to the rights of the Authority under this Agreement, including Termination thereof.

(iii) All Materials, works and construction operations shall conform to the Relevant code of IRC
and MORTH Specifications for Road and Bridge Works, and the relevant IRC publications.
Where the specifications for a work are not given, Good Industry Practice shall be adopted.

2. Repair/rectification of Defects and deficiencies

The obligations of the Contractor in respect of Maintenance Requirements shall include

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

3. Other Defects and deficiencies

In respect of any Defect or deficiency not specified in Annex - I of this Schedule-E, the
Authority’s Engineer may, in conformity with Good Industry Practice, specify the
permissible limit of deviation or deterioration with reference to the Specifications and
Standards, and any deviation or deterioration beyond the permissible limit shall be repaired
or rectified by the Contractor within the time limit specified by the Authority’s Engineer.

4. Extension of time limit

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

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

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

6. Daily inspection by the Contractor

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

7. Pre-monsoon inspection / Post-monsoon inspection

The Contractor shall carry out a detailed pre-monsoon inspection of all bridges, culverts and
drainage system before [1st June] every year in accordance with the guidelines contained in
IRC: SP35. Report of this inspection together with details of proposed maintenance works
as required on the basis of this inspection shall be sent to the Authority’s Engineer before the
[10th June] every year. The Contractor shall complete the required repairs before the onset
of the monsoon and send to the Authority’s Engineer a compliance report. Post monsoon
inspection shall be done by the [30th September] and the inspection report together with
details of any damages observed and proposed action to remedy the same shall be sent to the
Authority’s Engineer.

8. Repairs on account of natural calamities

All damages occurring to the Project Highway on account of a Force Majeure Event or wilful
default or neglect of the Authority shall be undertaken by the Authority at its own cost. The
Authority may instruct the Contractor to undertake the repairs at the rates agreed between
the Parties.

(Schedule-E)

Repair/rectification of Defects and deficiencies

The Contractor shall repair and rectify the Defects and deficiencies specified in this Annex-I of Schedule-E within the time limit set forth in the table below.

Table -1: Maintenance Criteria for Pavements:

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

Flexible < 0.1 %

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

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 145
Freque Maintena
Time limit for
Level of Service ncy of Tools/Equip Standards and References for nce
Rectification/
(LOS) Inspect ment Inspection and Data Analysis Specificati
Repair
ion ons
Perform
ance
Paramet Accepta
Desirable
Asset Type er ble

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

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

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 146
Freque Maintena
Time limit for
Level of Service ncy of Tools/Equip Standards and References for nce
Rectification/
(LOS) Inspect ment Inspection and Data Analysis Specificati
Repair
ion ons
Perform
ance
Paramet Accepta
Desirable
Asset Type er ble

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

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

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 147
< 1 m for
any 100
m section
and width IRC:82-
7- 15 days
Edge < 2015
Deformati 0.1 m at
on/ any
Breaking Nil location, Daily
restricte

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 148
Freque Maintena
Time limit for
Level of Service ncy of Tools/Equip Standards and References for nce
Rectification/
(LOS) Inspect ment Inspection and Data Analysis Specificati
Repair
ion ons
Perform
ance
Paramet Accepta
Desirable
Asset Type er ble

d to 30 cm
from the
edge

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

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 149
Freque Maintena
Time limit for
Level of Service ncy of Tools/Equip Standards and References for nce
Rectification/
(LOS) Inspect ment Inspection and Data Analysis Specificati
Repair
ion ons
Perform
ance
Paramet Accepta
Desirable
Asset Type er ble

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

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

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

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 150
Freque Maintena
Time limit for
Level of Service ncy of Tools/Equip Standards and References for nce
Rectification/
(LOS) Inspect ment Inspection and Data Analysis Specificati
Repair
ion ons
Perform
ance
Paramet Accepta
Desirable
Asset Type er ble

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

32 80

31 95

31 110

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 151
Freque Maintena
Time limit for
Level of Service ncy of Tools/Equip Standards and References for nce
Rectification/
(LOS) Inspect ment Inspection and Data Analysis Specificati
Repair
ion ons
Perform
ance
Paramet Accepta
Desirable
Asset Type er ble

Edge drop MORT&H

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

<2%
variation
in
Embankm Slope of prescrib MORT&H
ent/ Slope camber/c Nil ed slope Daily IRC 7-15 days Specificatio
ross fall of n 408.4
camber
/cross
fall Length
Measuremen t

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 152
Unit like
<15 % Scale, Tape, MORT&H
Embankme
Nil variation Daily odometer etc. 7-15 days Specificatio
nt Slopes
in n 408.4
prescribe

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 153
Freque Maintena
Time limit for
Level of Service ncy of Tools/Equip Standards and References for nce
Rectification/
(LOS) Inspect ment Inspection and Data Analysis Specificati
Repair
ion ons
Perform
ance
Paramet Accepta
Desirable
Asset Type er ble

side
slope

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

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

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 154
In addition to the above performance criterion, the contractor shall strictly maintain the rigid pavements as per requirements in the following table Table -2:

Maintenance Criteria for Rigid Pavements:

Repair Action
Measured Degree of
[Link]. Type of Distress Assessment Rating
Parameter Severity
For the case d > D/2
For the case d < D/2

CRACKING

0 Nil, not discernible

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

w = 0.5 - 1.5 mm, discernible from Within 7days

3
fast-moving car

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 155
Repair Action
Measured Degree of
[Link]. Type of Distress Assessment Rating
Parameter Severity
For the case d > D/2
For the case d < D/2

4 w = 1.5 - 3.0 mm Staple or Dowel Bar

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

0 Nil, not discernible No Action

1 w < 0.2 mm, hair cracks

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

Route, seal and stitch, if

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

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 156
Repair Action
Measured Degree of
[Link]. Type of Distress Assessment Rating
Parameter Severity
For the case d > D/2
For the case d < D/2

Dowel Bar Retrofit. Full Depth Repair

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

Portion with norms

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

0 Nil, not discernible No Action

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 157
Single Longitudinal w = width of crack Staple or dowel bar
Crack intersectingwith L = length of crackd Seal with epoxy, if L > 1 retrofit.
3 w < 0.5 mm, discernable from slow m.
one or more joints = depth of crack D = 1
depth of slab moving vehicle Within 15days
Within 7 days

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 158
Repair Action
Measured Degree of
[Link]. Type of Distress Assessment Rating
Parameter Severity
For the case d > D/2
For the case d < D/2

Route seal and stitch, if L

w = 0.5 - 3.0 mm, discernible from > l m.
2 -
fast vehicle
Within 15 days

Staple, if L > 1
3 w = 3.0 - 6.0 mm
Partial Depth Repair
m. Within 15 days
with stapling.

Within 15 days
w = 6.0 - 12.0 mm, usually
4
associated with spalling
Not Applicable, as it may
be full
Full Depth Repair
w > 12 mm, usually associated with
depth Dismantle and
5 spalling, and/or slab rocking under
reconstruct affected
traffic
portion as per norms
and specifications -

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 159
Repair Action
Measured Degree of
[Link]. Type of Distress Assessment Rating
Parameter Severity
For the case d > D/2
For the case d < D/2

See Para 5.6.4

Within 15 days

0 Nil, not discernible No Action

1 w < 0.2 mm, hair cracks

-
Seal, and stitch if L > l m.

w = 0.2 - 0.5 mm. discernible from Within 15 days

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

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 160
Repair Action
Measured Degree of
[Link]. Type of Distress Assessment Rating
Parameter Severity
For the case d > D/2
For the case d < D/2

into more than 4 pieces

0 Nil, not discernible No Action -

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

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 162
Repair Action
Measured Degree of
[Link]. Type of Distress Assessment Rating
Parameter Severity
For the case d > D/2
For the case d < D/2

slab as per norms and

specifications within
30days

0 Nil, not discernible No Action

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

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

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 164
Repair Action
Measured Degree of
[Link]. Type of Distress Assessment Rating
Parameter Severity
For the case d > D/2
For the case d < D/2

Surface Defects

Short Term Long Term

0 Nil, not discernible
No action.

1 r<2% Local repair of areas

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

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

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 166
Repair Action
Measured Degree of
[Link]. Type of Distress Assessment Rating
Parameter Severity
For the case d > D/2
For the case d < D/2

Within 30 days

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

Short Term Long Term

0 Nil, not discernible
No action.
r = damaged
surface/total surface
8 Scaling of slab (%) h = 1 r<2% Local repair of areas
maximum depth of damaged
Not Applicable
damage
and liable to be
damaged.
2 r = 2 - 10 %
Within 7days

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 167
Repair Action
Measured Degree of
[Link]. Type of Distress Assessment Rating
Parameter Severity
For the case d > D/2
For the case d < D/2

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

Reconstruct slab within 30

5 r > 30 % and h > 25 mm
days

0
No action.
1 t > 1 mm

Polished t = texture depth,

9 2' t = 1 - 0.6 mm Not Applicable
Surface/Glazing sand patch test

Monitor rate of
3 t = 0.6 - 0.3 mm
deterioration

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 169
Repair Action
Measured Degree of
[Link]. Type of Distress Assessment Rating
Parameter Severity
For the case d > D/2
For the case d < D/2

Diamond Grinding if
affecting

50% or more slabs in a

5 t < 0.1 mm continuous stretch of

minimum

5 km.

Within 30 days

d < 50 mm; h < 25 mm; n < 1 per 5

0 No action.
m2

Popout (Small Hole),n = number/m2 d

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

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 171
Repair Action
Measured Degree of
[Link]. Type of Distress Assessment Rating
Parameter Severity
For the case d > D/2
For the case d < D/2

d = 100 - 300 mm; h < 100 mm n < 1 Partial depth repair

3
per 5 m2 110mm

i.e.10 mm more than the

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

Full depth repair.

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

Short Term Long Term

0 Difficult to discern.
No action.

Discernible, L< 25% but of

little immediate
consequence with regard to
1 Clean joint, inspect later.
ingress of water or trapping
incompressible material.
loss or damage L
11 Joint Seal Defects = Length as % total
joint length Not Applicable
Notable. L > 25% Clean and reapply sealant in
insufficient protection
3 against ingress of water and selected locations.
trapping
incompressible material. Within 7 days

0 Nil, not discernible No action.

1 w < 10 mm Apply low viscosity epoxy resin/

mortar in cracked portion.

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

w = width on either side Partial Depth Repair.

of the joint L = length 3 w = 20 - 40 mm, L > 25%
12 Spalling of Joints of spalled portion (as % Within 15 days Not Applicable
jointlength)

30 - 50 mm deep, h = w + 20% of
4 w = 40 - 80 mm, L > 25%
w, within 30 days

50 - 100 mm deep repair. H

5 w > 80 mm, and L > 25% = w + 20% of w.

Within 30 days

Determine cause and observe, take

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

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

4 f= 12 - 18 mm Raise sunken slab.

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

Short Term Long Term

0 Nil, not discernible

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

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

Full Depth Repair.

4 h > 25 mm
Within 30 days

Replace broken slabs.

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

0 Not discernible, h < 5 mm

No action.
1 h = 5 - 15 mm

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

h > 50 mm or > 20% Strengthen subgrade.

4
joints
Reinstate pavement at normal level

Short Term Long Term

Not discernible. h < 5 mm
0
No action.

1 h = 5 - 15 mm Follow up.

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

h > 50 mm or > 20%

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

17 Bump 0 h < 4 mm No action

h = vertical

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 179
displacement from
normal profile Grind, in case of new construction Construction Limit
1 h = 4 - 7 mm for New
within 7 days Construction.

Grind, in case of ongoing Replace in case of

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

Full Depth Repair. Full Depth Repair.

5 h > 15 mm
Within 30 days Within 30days

Short Term Long Term

Nil, not discernible
0
< 3mm
No action.

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

3 f = 25 - 50 mm Fill up shoulder

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 180
within 7 dayss
4 f = 50 - 75 mm For any 100 m
stretch Reconstruct
shoulder, if
affecting 25% or
more of stretch.
5 f > 75 mm
Within 30days

Drainage

0 not discernible No Action

quantity of fines and

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

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 181
Repair distressed pavement
sections. Strengthen subgrade and
abundant, crack
Nos/100 m stretch 5 subbase. Replace slab.
development > 25%
Within 30 days

Ponding on slabsdue Blockages observed in

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

Frequency of Recommended Specifications

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

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

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

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 184
Frequency of Recommended Specifications
Asset Performance Time limit for
Level of Service (LOS) Measuremen t Testing Method Remedial and
Type Parameter Rectification
measures Standards
During expected life Service Time As per Re - painting Cat-1 Defect – IRC:35-
Cement Road - Annexure-D of within 24 hours 2015
Day time
130mcd/m2/lux Monthly IRC:35-2015 Cat-2 Defect –
Visibility
Bituminous Road - within 2 months
100mcd/m2/lux
Initial and Minimum Performance As per Re - painting Cat-1 Defect – IRC:35-2015
for Dry Retro reflectivity during Annexure-E of within 24 hours
night time: IRC:35-2015 Cat-2 Defect –
Design (RL) Retro within 2 months
Speed Reflectivity
(mcd/m2/lux)

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

Up to 65 200 80

65 - 100 250 120

Above 350 150

100

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 186
Frequency of Recommended Specifications
Asset Performance Time limit for
Level of Service (LOS) Measurement Testing Method Remedial and
Type Parameter Rectification
measures Standards
Initial 7 days Retro reflectivity: 100
mcd/m2/lux
Minimum Threshold Level: 50
mcd/m2/lux
Initial and Minimum performance for As per Within 24 hours IRC:35-2015
Skid Resistance: Annexure-G of
Initial (7days): 55BPN IRC:35-2015
Min. Threshold: 44BPN
*Note: shall be considered under
Skid
urban/city traffic condition Bi-Annually
Resistance
encompassing the locations like
pedestrian crossings, bus bay, bus stop,
cycle track intersection delineation,
transverse bar markings
etc
Visual with Improvement of IRC:67-2012
video/image shape, in case if 48 hours in case of
backup shape is Mandatory Signs,
damaged. Cautionary and
Shape and Position as per IRC:67-
Informatory Signs
2012.
Shape and Relocation as (Single and Dual
Signboard should be clearly visible for Daily
Road Position per requirement post signs)
the design speed of the section.
Signs
15 Days in case of
Gantry/Cantileve
r Sign boards

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 187
Retro Testing of hange of 48 hours in case RC:67-2012
As per specifications in IRC:67-2012 Bi-Annually
reflectivity each ignboard of Mandatory

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 188
Frequency of Recommended Specifications
Asset Performance Time limit for
Level of Service (LOS) Measuremen t Testing Method Remedial and
Type Parameter Rectification
measures Standards
signboard using Signs, Cautionary
Retro and
Reflectivity Informatory Signs
Measuring (Single and Dual
Device. In post signs)
accordance
with ASTM D 1 Month in case
4956-09. of
Gantry/Cantilev
er Sign boards
As per IRC 86:1983 depending upon Bi-Annually Use of distance Raising Kerb
Kerb Height Within 1 Month RC 86:1983
type of Kerb measuring tape Height
Kerb Visual with
Functionality: Functioning of Kerb Daily
Kerb Painting video/image Kerb Repainting Within 7-days RC 35:2015
painting as intended backup
Reflective Numbers and Functionality as per Within 2 months IRC:SP:84-
Pavement specifications in IRC:SP:84-2014 and Daily 2014, IRC:35-
Counting New Installation
Markers (Road IRC:35-2015, unless specified in 2015
Studs) Schedule-B.
Visual with Within 15 days IRC:SP:84
Other Pedestrian Functionality: Functioning of Daily
video/image Rectification - 2014
Road Guardrail guardrail as intended backup
Furnitur
e Functionality: Functioning of Safety Visual with Within 7 days IRC:SP:84
Traffic Safety Barriers as intended Daily video/image - 2014,
Rectification
Barriers backup IRC:119-
2015

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 189
End Treatment Functionality: Functioning of End Daily Visual with Within 7 days IRC:SP:84
Rectification
of Treatment as intended video/image - 2014,

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 190
Frequency of Recommended Specifications
Asset Performance Time limit for
Level of Service (LOS) Measuremen t Testing Method Remedial and
Type Parameter Rectification
measures Standards
Traffic Safety backup IRC:119-
Barriers 2015
Visual with Within 7 days IRC:SP-
Functionality: Functioning of Daily
Attenuators video/image Rectification 2014,
Attenuators as intended
backup IRC:119-
2015
Guard Posts Visual with
Functionality: Functioning of Guard Daily Rectificatio IRC: 79 -
and video/image Within 15 days
Posts and Delineators as intended n 1981
Delineators backup
Visual with Within 15 days IRC:67-2012
Overhead Sign Overhead sign structure shall be Daily
video/image Rectification
Structure structurally adequate backup
Visual with Within 7 days IRC:SP:84
Traffic Functionality: Functioning of Traffic Daily
video/image Rectification - 2014
Blinkers Blinkers as intended
backup
The illumination Improvement in 24 hours IRC:SP:84
Illumination:
level shall be Lighting - 2014
Minimum 40 Lux illumination on the Daily
measured with System
road surface luxmeter
Highway
Lights No major failure in the lighting - Rectification of 24 hours IRC:SP:84
system Daily failure - 2014
Highway No minor failure in the lighting - Rectification of 8 hours IRC:SP:84
Lighting Monthly
system failure - 2014

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 191
System The illumination Improvement in 24 hours IRC:SP:84
level shall be Lighting System - 2014
Minimum 40 Lux illumination on the
Toll Plaza Daily measured with
road surface
Canopy Lights luxmeter

No major/minor failure in the lighting - Rectification of 8 hours IRC:SP:84

Daily
system failure - 2014

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 192
Frequency of Recommended Specifications
Asset Performance Time limit for
Level of Service (LOS) Measuremen t Testing Method Remedial and
Type Parameter Rectification
measures Standards
Obstruction in Visual with Removal of trees Immediate IRC:SP:84
a minimum video/image - 2014
head-room of backup
5.5 m above
carriageway or No obstruction due to trees Monthly
Trees and obstruction in
Plantatio n visibility of
including road signs
median
plantatio n Deterioration Visual with Timely watering Within 90 days IRC:SP:84
Health of plantation shall be as per
in health of requirement of specifications & video/image and treatment. Or - 2014
Daily backup Replacement
trees and instructions issued by Authority from
of Trees and
bushes time to time
Bushes.
Vegetation Visual with Removal of Trees Immediate IRC:SP 84-
affecting sight Sight line shall be free from video/image 2014
Daily backup
line and road obstruction by vegetation
structures
Cleaning of - - Every 4 hours
- Daily
toilets

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 194
Frequency of Recommended Specifications
Asset Performance Time limit for
Level of Service (LOS) Measuremen t Testing Method Remedial and
Type Parameter Rectification
measures Standards
Other - Rectification 15 days IRC:SP 84-
Project Damage or deterioration in Approach Roads, pedestrian 2014
Facilities facilities, truck lay-bys, bus-bays, bus- shelters, cattle Daily
and crossings, Traffic Aid Posts, Medical Aid Posts and
Approac other works
h roads
Rain - Periodic Cleaning 15 days
water As per MoRTH Circular no. & Maintenance to
harvestin Damage or Choking of Rain RW/NH-33044/14/2003- ensure proper
Quarterly
g Water Harvesting Structure S&R(R) Pt. II dated functioning
structure 03.09.2019

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 195
Frequency of Time limit for
Performanc e Level of Service Recommended Remedial Specifications
Asset Type Measuremen t Testing Method Rectification
Parameter (LOS) measures and Standards

Cleaning silt up soils and 15 days

Inspection by Bridge
Free debris in culvert barrel after before onset of IRC 5-2015,
2 times in a Engineer as per IRC SP:
waterway/ 85% of culvert rainy season, removal of monsoon and IRC SP:40-
year (before 35-1990 and
unobstructed normal flow area to bushes and vegetation, U/s of within 30 days 1993 and
and after rainy recording of depth of
flow available. barrel, under barrel and D/s of after end of IRC SP:13-
season) silting and area of
section barrel before rainy 2004
vegetation.
rainy season. season.
Physical inspection of 30 days or
Leak-proof expansion joints as per before onset
No leakage IRC SP:40-
expansion IRC SP: 35- 1990 if Fixing with sealant of rains
through expansion Bi-Annually 1993 and IRC
joints if any, for leakage strains suitably whichever
joints SP:69-2011
any on comes
walls at joints. earlier
Pipe/box/slab
culverts Spalling of
concrete not
more than 0.25 sqm

Detailed inspection of IRC SP 40-

all components of Repairs to spalling, cracking, 1993 and
Delamination of MORTH
Structurall y culvert as per IRC delamination, rusting shall be
concrete not moreBi-Annually 15 days
sound SP:35-1990 and followed as per IRC:SP:40- Specification s
than 0.25 sq.m.
recording the 1993. clause
defects 2800
Cracks wider than
0.3 mm not more
than 1m aggregate
length

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 196
Damaged of rough 30 days
stone apron or bank after defect
revetment not more 2 times in a observation
Protection IRC: SP 40-
than 3 sqm, damage year (before or 2 weeks
works in Condition survey as Repairs to damaged 1993 and
to solid apron and after before onset
good per IRC SP:35-1990 aprons and pitching IRC:SP:13-
(concrete apron) not rainy season) of rainy
condition 2004.
more than 1 sqm season
whichever is
earlier.

Bridges including Riding

No pothole in MORT&H
ROBs Flyover quality or Visual inspection as Repairs to BC or wearing
wearing coat on Daily 15 days Specification
etc. as applicable user per IRC SP:35-1990 coat
bridge deck 2811
comfort

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

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 197
Rusted All the corroded
Not more than
reinforcem reinforcement shall need to
0.25 sq.m
ent Detailed condition be thoroughly cleaned from IRC SP: 40-
Spalling of Not more than survey as per IRC SP: rusting and applied with 1993 and
Bi-
concrete 0.50 sq.m 35-1990 using Mobile anti-corrosive 15 days MORTH
Annually
Bridge coating before carrying out Specificatio
Delaminatio Not more than 0.50 Inspection Unit the repairs to affected n 1600.
n sq.m concrete portion with
epoxy mortar / concrete.
Grouting with epoxy mortar,
Detailed condition IRC SP: 40-
investigating
Cracks survey as per IRC SP: 1993 and
Not more than 1m causes for cracks
wider than Bi-Annually 35-1990 using Mobile 48 Hours MORTH
total length development and carry out
0.30 mm Bridge Specification
necessary
Inspection Unit 2800.
rehabilitation.

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

Carry out major

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

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

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 199
Debris and No dust or Detailed condition MORTH
Cleaning of expansion
dust in debris in Monthly survey as per IRC 3 days specification
joint gaps thoroughly
strip seal expansion joint SP:35-1990 using s 2600 and

No down take Cleaning of drainage spouts

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

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 201
Delamination of
bearing
In case of failure of even one
reinforcement not
bearing on any
more than Detailed condition MORTH
pier/abutment, all the
5%, cracking or survey as per IRC specificatio n
bearings on that
Bearings tearing of rubber Bi-Annually SP: 35-1990 using 3 months 2810 and
pier/abutment shall be
not more than 2 Mobile Bridge IRC SP: 40-
replaced, in order to get
locations per Inspection Unit 199.
uniform load transfer on to
side, no rupture of
bearings.
reinforcement
or rubber
Condition survey
and visual
inspection as per IRC
SP:35-1990
IRC SP: 40-
Scouring shall not using Mobile
Scouring 1993, IRC
be lower than Bridge Inspection Suitable protection
Bridge around 83-2014,
maximum scour Bi-Annually Unit. works around 1 month
Foundations foundatio MORTH
level for the In case of doubt, use pier/abutment
ns specificatio
bridge Underwater camera
n 2500
for
inspection of deep
wells in major
Rivers.

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC
mode in the State of Haryana under NH (O) 202
Damaged of 2 times in a 30 days
Protectio IRC: SP 40-
rough stoneapron year Condition survey as after defect
n works Repairs to damaged 1993 and
or bank (before and per IRC SP:35- observatio
in good aprons and pitching. IRC:SP:13-
revetment not after rainy 1990 n or 2
condition 2004.
more than 3 season)

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:

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.

Nature of Defect or deficiency Time limit for repair/

rectification

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

(i) Variation by more than 1 % in the prescribed slope 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 than 15% in the prescribed side 30 (thirty) days
(embankment) slopes

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

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

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

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

immediately if causing safety
hazard)

(i) Damage to shape or position, poor visibility or loss of 48 (forty eight) hours
retro- reflectivity

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

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

replacement

(iv) Damage to road mark ups 7 (seven) days

(d) Road lighting

(i) Any major failure of the system 24 (twenty four) hours

(ii) Faults and minor failures 8 (eight) hours

(e) Trees and plantation

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

carriageway or obstruction in visibility of road signs

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

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

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

(v) Removal of vegetation affecting sight line and road 15 (fifteen) days
structures

(f) Rest area

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

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

installations

(g) [Toll Plaza]

(h) Other Project Facilities and Approach

roads

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

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

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

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

Bridges

(a) Superstructure

(i) Any damage, cracks, spalling/ scaling within 48 (forty eight) hours
Temporary measures within 15 (fifteen) days or as
specified by the Authority’s
Permanent measures
Engineer

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

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

(i) Cracks and damages including settlement and tilting, 30 (thirty) days
spalling, scaling

(d) Bearings (metallic) of bridges

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

bearings metallic bearings once in a
year

(e) Joints

(i) Malfunctioning of joints 15 (fifteen) days

(f) Other items

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

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

spouts, weep holes and vent-holes

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

and crash barriers within 24 hours if posing danger
to safety)

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

approaches

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

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

pitching, apron, toes, floor or guide bunds

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

obstructing the waterway

(g) Hill Roads

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

(iii) Snow requiring clearance 24 (twenty four) hours

[Note: Where necessary, the Authority may modify the time limit for repair/rectification, or add to
the nature of Defect or deficiency before issuing the bidding document, with the approval
of the competent authority.]

(See Clause 4.1 (vii)(a))

Applicable Permits

1. Applicable Permits

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

(a) Permission of the State Government for extraction of boulders from quarry;
(b) Permission of Village Panchayats and Pollution Control Board for installation of
crushers;
(c) 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.

(ii) Applicable Permits, as required, relating to environmental protection and conservation shall
have been procured by the Authority in accordance with the provisions of this Agreement.

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing
Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode in the State of Haryana under
NH (O) 212
Schedule – G
(See Clauses 7.1 and 19.2)
Annex-I
(See Clause 7.1)
Form of Bank Guarantee
[Performance Security/ Additional Performance Security]
The Chairman,
National Highways Authority of India,
G-5 & 6, Sector-10, Dwarka, New Delhi-110075
WHEREAS:

(A) (hereinafter called the “Contractor") and National

Highways Authority of India, G-5&6, Sector-10, Dwarka, New Delhi-110075
(hereinafter called the “Authority”) have entered into an agreement (hereinafter called
the “Agreement”) for the Upgradation of 2/4 – Lane with Paved Shoulders of Hansi
– Barwala road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design
length 24.27 km)) on EPC mode in the State of Haryana under NH (O) (the “EPC”)
basis, subject to and in accordance with the provisions of the Agreement
(B) The Agreement requires the Contractor to furnish a Performance Security for due and
faithful performance of its obligations, under and in accordance with the Agreement,
during the {Construction Period/ Defects Liability Period and Maintenance Period} (as
defined in the Agreement) in a sum of Rs….. cr. (Rupees
………..….. crore) (the “Guarantee Amount”).
(C) We, ………………….. through our branch at .................. (the “Bank”) have agreed to
furnish this bank guarantee (hereinafter called the “Guarantee”) by way of
Performance Security.
NOW, THEREFORE, the Bank hereby, unconditionally and irrevocably, guarantees and
affirms as follows:
1. The Bank hereby unconditionally and irrevocably guarantees the due and faithful
performance of the Contractor’s obligations during the {Construction Period/ Defects
Liability Period and Maintenance Period} under and in accordance with the Agreement,
and agrees and undertakes to pay to the Authority, upon its mere first written demand,
and without any demur, reservation, recourse, contest or protest, and without any
reference to the Contractor, such sum or sums up to an aggregate sum of the Guarantee
Amount as the Authority shall claim, without the Authority being required to prove or
to show grounds or reasons for its demand and/or for the sum specified therein.
2. A letter from the Authority, under the hand of an officer not below the rank of
General Manager in the National Highways Authority of India, that the Contractor has
committed default in the due and faithful performance of all or any of its obligations
under and in accordance with the Agreement shall be conclusive, final and binding on
the Bank. The Bank further agrees that the Authority shall be the sole judge as to whether
the Contractor is in default in due and faithful performance of its obligations during and
under the Agreement and its decision that the Contractor is in default shall be final and
binding on the Bank, notwithstanding any differences between the Authority and the

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode in the State of Haryana under NH (O) 213
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.

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode in the State of Haryana under NH (O) 214
10. Any notice by way of request, demand or otherwise hereunder may be sent by post
addressed to the Bank at its above referred branch, which shall be deemed to have been
duly authorised to receive such notice and to effect payment thereof forthwith, and if
sent by post it shall be deemed to have been given at the time when it ought to have been
delivered in due course of post and in proving such notice, when given by post, it shall
be sufficient to prove that the envelope containing the notice was posted and a certificate
signed by an officer of the Authority that the envelope was so posted shall be conclusive.
11. This Guarantee shall come into force with immediate effect and shall remain in force
and effect for up to the date specified in paragraph 8 above or until it is released earlier
by the Authority pursuant to the provisions of the Agreement.
12. This guarantee shall also be operatable at our……………….. Branch at New Delhi from
whom, confirmation regarding the issue of this guarantee or extension / renewal thereof
shall be made available on demand. In the contingency of this guarantee being invoked
and payment thereunder claimed, the said branch shall accept such invocation letter and
make payment of amounts so demanded under the said invocation.
13. The guarantor/bank hereby confirms that it is on the SFMS (Structural Finance
Messaging System) platform & shall invariably send an advice of this Bank Guarantee
to the designated bank of NHAI, details of which is as under:
S. No. Particulars Details
1. Name of Beneficiary National Highways Authority of India
2. Name of Bank Canara Bank
3. Account No. 8598201005819
4. IFSC Code CNRB0008598

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

SIGNED, SEALED AND DELIVERED

For and on behalf of the Bank by:

(Signature)

(Name)

(Designation)

(Code Number)

(Address)

NOTES:
(i) The bank guarantee should contain the name, designation and code number of the
officer(s) signing the guarantee.
(ii) The address, telephone number and other details of the head office of the Bank as well
as of issuing branch should be mentioned on the covering letter of issuing branch.

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode in the State of Haryana under NH (O) 215
Annex – II
(Schedule - G)
(See Clause 19.2)
Form for Guarantee for Advance Payment
The Chairman,
National Highways Authority of India,
G-5 & 6, Sector-10, Dwarka, New Delhi-110075

WHEREAS:

(A) ………………………………………………………. (hereinafter called the

“Contractor") has executed an agreement (hereinafter called the “Agreement”) with
the National Highways Authority of India, –G-5&6, Sector-10, Dwarka, New Delhi-
110075, (hereinafter called the “Authority”) for the Upgradation of 2/4 – Lane with
Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode in the State of
Haryana under NH (O) on Engineering, Procurement and Construction (the “EPC”)
basis, subject to and in accordance with the provisions of the Agreement
(B) In accordance with Clause 19.2 of the Agreement, the Authority shall make to the
Contractor an interest bearing @Bank Rate + 3% advance payment (herein after called
“Advance Payment”) equal to 10% (ten per cent) of the Contract Price; and that the
Advance Payment shall be made in two installments subject to the Contractor furnishing
an irrevocable and unconditional guarantee by a scheduled bank for an amount
equivalent to 110% (one hundred and ten percent) of such installment to remain effective
till the complete and full repayment of the installment of the Advance Payment as
security for compliance with its obligations in accordance with the Agreement. The
amount of {first/second} installment of the Advance Payment is Rs. ------ cr. (Rupees
crore) and the amount of this Guarantee is Rs. ------- cr. (Rupees ------ crore) (the
“Guarantee Amount”)$.
(C) We, ………………….. through our branch at .................. (the “Bank”) have agreed to
furnish this bank guarantee (hereinafter called the “Guarantee”) for the Guarantee
Amount.

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

1. The Bank hereby unconditionally and irrevocably guarantees the due and faithful
repayment on time of the aforesaid instalment of the Advance Payment under and in
accordance with the Agreement, and agrees and undertakes to pay to the
$ The Guarantee Amount should be equivalent to 110% of the value of the applicable
instalment.
Authority, upon its mere first written demand, and without any demur, reservation,
recourse, contest or protest, and without any reference to the Contractor, such sum or
sums up to an aggregate sum of the Guarantee Amount as the Authority shall claim,
without the Authority being required to prove or to show grounds or reasons for its
demand and/or for the sum specified therein.
2. A letter from the Authority, under the hand of an officer not below the rank of General
Manager in the National Highways Authority of India, that the Contractor has
committed default in the due and faithful performance of all or any of its obligations for
the repayment of the instalment of the Advance Payment under and in accordance with

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode in the State of Haryana under NH (O) 216
the Agreement shall be conclusive, final and binding on the Bank. The Bank further
agrees that the Authority shall be the sole judge as to whether the Contractor is in default
in due and faithful performance of its obligations during and under the Agreement and
its decision that the Contractor is in default shall be final and binding on the Bank,
notwithstanding any differences between the Authority and the Contractor, or any
dispute between them pending before any court, tribunal, arbitrators or any other
authority or body, or by the discharge of the Contractor for any reason whatsoever.
3. In order to give effect to this Guarantee, the Authority shall be entitled to act as if the
Bank were the principal debtor and any change in the constitution of the Contractor
and/or the Bank, whether by their absorption with any other body or corporation or
otherwise, shall not in any way or manner affect the liability or obligation of the Bank
under this Guarantee.
4. It shall not be necessary, and the Bank hereby waives any necessity, for the Authority to
proceed against the Contractor before presenting to the Bank its demand under this
Guarantee.
5. The Authority shall have the liberty, without affecting in any manner the liability of the
Bank under this Guarantee, to vary at any time, the terms and conditions of the 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 underany such law.
6. This Guarantee is in addition to and not in substitution of any other guarantee or security
now or which may hereafter be held by the Authority in respect of or relating to the
Advance Payment.

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 on or before the aforesaid date, the Bank shall
be discharged from its liabilities hereunder.
9. The Bank undertakes not to revoke this Guarantee during its currency, except with the
previous express consent of the Authority in writing, and declares and warrants that it
has the power to issue this Guarantee and the undersigned has full powers to do so on
behalf of the Bank.
10. Any notice by way of request, demand or otherwise hereunder may be sent by post
addressed to the Bank at its above referred branch, which shall be deemed to have been
duly authorised to receive such notice and to effect payment thereof forthwith, and if

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode in the State of Haryana under NH (O) 217
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 up to the date specified in paragraph 8 above or until it is released earlier by
the Authority pursuant to the provisions of the Agreement.
12. This guarantee shall also be operatable at our……………….. Branch at New Delhi from
whom, confirmation regarding the issue of this guarantee or extension / renewal thereof
shall be made available on demand. In the contingency of this guarantee being invoked
and payment thereunder claimed, the said branch shall accept such invocation letter and
make payment of amounts so demanded under the said invocation.
13. The guarantor/bank hereby confirms that it is on the SFMS (Structural Finance
Messaging System) platform & shall invariably send an advice of this Bank Guarantee
to the designated bank of NHAI, details of which is as under:
S. No. Particulars Details
1. Name of Beneficiary National Highways Authority of India
2. Name of Bank Canara Bank
3. Account No. 8598201005819
4. IFSC Code CNRB0008598

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

SIGNED, SEALED AND DELIVERED
For and on behalf of the Bank by:
(Signature)
(Name)
(Designation)
(Code Number)
(Address)
NOTES:
(i) The bank guarantee should contain the name, designation and code number of the
officer(s) signing the guarantee.

(ii) The address, telephone number and other details of the head office of the Bank as well
as of issuing branch should be mentioned on the covering letter of issuing branch.

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

(See Clause 10.2 (iv))

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

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

(Schedule - I)

Annex-I : List of Drawings

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

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

a) working drawings of all the components/ elements of the project highway as determined by
Authority Engineer/ Authority.
b) As-built drawings for the project highway components/ elements as determined by Authority
Engineer/ Authority. As-built drawings shall be duly certified by Authority Engineer.
c) A broad list of the drawings of the various components/elements of the project Highway and
project facilities required to be submitted by the contractor is given below:
a) Drawings of horizontal alignment, vertical profile and cross sections
b) Drawings of cross drainage works
c) Drawings of major intersections, grade separators, underpasses and Major Bridges
d) Drawings of drainage system
e) Drawings of road furniture items including traffic signage, markings, safety barriers, etc.
f) Drawings of traffic diversion plans and traffic control measures
g) Drawings of road drainage measures
h) Drawings of typical details slope protection measures
i) Drawings of landscaping and horticulture
j) Drawings of pedestrian crossings
k) Drawings of street lighting
l) Drawing as per instruction of Authority/ Authority’s Engineer

(See Clause 10.3 (ii))

Project Completion Schedule

1. Project Completion Schedule

During Construction period, the Contractor shall comply with the requirements set forth in
this Schedule-J for each of the Project Milestones and the Scheduled Completion Date.
Within 15 (fifteen) days of the date of each Project Milestone, the Contractor shall notify the
Authority of such compliance along with necessary particulars thereof.

2. Project Milestone-I

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

(ii) Prior to the occurrence of Project Milestone-I, the Contractor shall have commenced
construction of the Project Highway and submitted to the Authority duly and validly prepared
Stage Payment Statements for an amount not less than 10% (ten per cent) of the Contract Price.

3. Project Milestone-II

(i) Project Milestone-II shall occur on the date falling on the 328th (Three hundred and
Twenty-Eighth) day from the Appointed Date (the “Project Milestone- II”).

(ii) Prior to the occurrence of Project Milestone-II, the Contractor shall have continued with
construction of the Project Highway and submitted to the Authority duly and validly prepared
Stage Payment Statements for an amount not less than 35% (thirty five per cent) of the Contract
Price.

4. Project Milestone-III
(i) Project Milestone-III shall occur on the date falling on the 465th (Four Hundred and Sixty-
Fifth) day from the Appointed Date (the “Project Milestone- III”).
(ii) Prior to the occurrence of Project Milestone-III, the Contractor shall have continued with
construction of the Project Highway and submitted to the Authority duly and validly prepared
Stage Payment Statements for an amount not less than 70% (seventy per cent) of the Contract
Price and should have started construction of all project facilities.

5. Scheduled Completion Date

(i) The Scheduled Completion Date shall occur on the 546th (Five Hundred Forty-Sixth)
day from the Appointed Date.

(ii) On or before the Scheduled Completion Date, the Contractor shall have completed
construction in accordance with this Agreement.

6. Extension of time

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode in the State of Haryana under NH (O) 221
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.

1. Schedule for Tests

(i) The Contractor shall, no later than 30 (thirty) days prior to the likely completion of
construction, notify the Authority’s Engineer and the Authority of its intent to subject the
Project Highway to Tests, and no later than 10 (ten) days prior to the actual date of Tests,
furnish to the Authority’s Engineer and the Authority detailed inventory and particulars of all
works and equipment forming part of Works.

(ii) The Contractor shall notify the Authority’s Engineer of its readiness to subject the Project
Highway to Tests at any time after 10 (ten) days from the date of such notice, and upon
receipt of such notice, the Authority’s Engineer shall, in consultation with the Contractor,
determine the date and time for each Test and notify the same to the Authority who may
designate its representative to witness the Tests. The Authority’s Engineer shall thereupon
conduct the Tests itself or cause any of the Tests to be conducted in accordance with Article
12 and this Schedule K.
(iii)
2. Tests

(i) Visual and physical test: The Authority’s Engineer shall conduct a visual and physical check
of construction to determine that all works and equipment forming part thereof conform to
the provisions of this Agreement. The physical tests shall include (to be decided with
Authority’s Engineer at the time of physical tests as per relevant IRC/ Code Manual).

(ii) Riding quality test: Riding quality of each lane of the carriageway shall be checked with the
help of a calibrated bump integrator and the maximum permissible roughness for purposes
of this Test shall be 2,000 (two thousand) mm for each kilometer.

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

(iv) Other tests: The Authority’s Engineer may require the Contractor to carry out or cause to be
carried additional tests, in accordance with Good Industry Practice, for determining the
compliance of the Project Highway with Specifications and Standards.
(v) Environmental audit: The Authority’s Engineer shall carry out a check to determine
conformity of the Project Highway with the environmental requirements set forth in
Applicable Laws and Applicable Permits.

All Tests set forth in this Schedule-K shall be conducted by the Authority’s Engineer or
such other agency or person as it may specify in consultation with the Authority.

4. Completion Certificate

Upon successful completion of Tests, the Authority’s Engineer shall issue the Completion
Certificate in accordance with the provisions of Article 12.

5. The Authority Engineer will carry out tests with following equipment at his own cost in the
presence of contractor’s representative.

Sr. Key metrics of Equipment to Frequency of condition survey

No. Asset be used
1 Surface defects of Network Survey At least twice a year (As per survey
pavement Vehicle (NSV) months defined for the state basis
rainy season)
2 Roughness of Network Survey At least twice a year (As per survey
pavement Vehicle (NSV) months defined for the state basis
rainy season)
3 Strength of pavement Falling Weight At least once a year
Deflectometer
(FWD)
4 Bridges Mobile Bridge At least twice a year (As per survey
Inspection Unit months defined for the state basis
(MBU) rainy season)
5 Road signs Retro- At least twice a year (As per survey
reflectometer 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.

(See Clause 12.2)

Completion Certificate

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

Engineer, under and in accordance with the Agreement dated ........................(the
“Agreement”), for Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala
road section of NH-148B (Existing Km 170+668 to km. 194+938 (Design length 24.27
km)) on EPC mode in the State of Haryana under NH (O) (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 Rain Water Harvesting Structure have been provided by the Contractor as
per the requirement of Contract Agreement, details of which are enclosed at Annex………..
3 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)

Payment Reduction for Non-Compliance

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

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

(ii) Any deduction made on account of non-compliance with the Maintenance Requirements
shall not be paid even after compliance subsequently. The deductions shall continue to be
made every month until compliance is done.

(iii) The Authority’s Engineer shall calculate the amount of payment reduction on the basis of
weightage in percentage assigned to non-conforming items as given in Paragraph 2.

2. Percentage reductions in lump sum payments on monthly basis

(i) The following percentages shall govern the payment reduction:

S. No. Item/Defect/Deficiency Percentage

(a) Carriageway/Pavement

(i) Potholes, cracks, other surface defects 15%

(ii) Repairs of Edges, Rutting 5%

(b) Road, Embankment, Cuttings, Shoulders

(i) Edge drop, inadequate cross fall, undulations, settlement, potholes, 10%
ponding, obstructions

(ii) Deficient slopes, raincuts, disturbed pitching, vegetation growth, 5%

pruning of trees

(c) Bridges and Culverts

(i) Desilting, cleaning. vegetation growth, damaged pitching, flooring, 20%

parapets, wearing course, footpaths, any damage to foundations

(ii) Any Defects in superstructures, bearings and sub-structures 10%

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode in the State of Haryana under NH (O) 226
S. No. Item/Defect/Deficiency Percentage
(iii) Painting, repairs/replacement kerbs, railings, parapets, 5%
guideposts/crash barriers

(d) Roadside Drains

(i) Cleaning and repair of drains 5%

(e) Road Furniture

(i) Cleaning, painting, replacement of road signs, delineators, road 5%

markings, 200 m/km/5th km stones

(f) Miscellaneous Items

(i) Removal of dead animals, broken down/accidented vehicles, fallen 10%

trees, road blockades or malfunctioning of mobile crane

(ii) Any other Defects in accordance with paragraph 1. 5%

(g) Defects in Other Project Facilities 5%

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

Where,

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

M1= Monthly lump-sum payment in accordance para 1.2 above of this Schedule M2=

Monthly lump-sum payment in accordance para 1.2 above of this Schedule L1= Non-

complying length L = Total length of the road,

R= Reduction (the amount to be deducted for non-compliance for a particular

item/Defect/deficiency

The total amount of reduction shall be arrived at by summation of reductions for such
items/Defects/deficiency or non-compliance.

For any Defect in a part of one kilometer, the non-conforming length shall be taken as one
kilometer.

(See Clause 18.1 (i))

Selection of Authority’s Engineer

1. Selection of Authority’s Engineer

(i) The provisions of the Model Request for Proposal for Selection of Technical Consultants,
issued by the Ministry of Finance in May 2009, or any substitute thereof shall apply for
selection of an experienced firm to discharge the functions and duties of an Authority’s
Engineer.

(ii) In the event of termination of the Technical Consultants appointed in accordance with the
provisions of Paragraph 1.1, the Authority shall appoint another firm of Technical
Consultants forthwith and may engage a government-owned entity in accordance with the
provisions of Paragraph 3 of this Schedule-N.

2. Terms of Reference

The Terms of Reference for the Authority’s Engineer (the “TOR”) shall substantially
conform with Annex 1 to this Schedule N.

3. Appointment of Government entity as Authority’s Engineer

Notwithstanding anything to the contrary contained in this Schedule, the Authority may in
its discretion appoint a government-owned entity as the Authority’s Engineer; provided that
such entity shall be a body corporate having as one of its primary functions the provision of
consulting, advisory and supervisory services for engineering projects; provided further that
a government-owned entity which is owned or controlled by the Authority shall not be
eligible for appointment as Authority’s Engineer.

1. Scope

(i) These Terms of Reference (the “TOR”) for the Authority’s Engineer are being specified
pursuant to the EPC Agreement dated ........... (the “Agreement), which has been entered
into between the National Highways Authority of India, G-5 & 6, Sector-10, Dwarka,
New Delhi-110075 (the “Authority”) and .......... (the “Contractor”)# for Upgradation of
2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing
Km 170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode in the State of
Haryana under NH (O) on Engineering, Procurement, Construction (EPC) basis, and a
copy of which is annexed hereto and marked as Annex-A to form part of this TOR.

# - In case the bid of Authority’s Engineer is invited simultaneously with the bid of EPC project,then
the status of bidding of EPC project only to be indicated

(ii) The TOR shall apply to construction and maintenance of the Project Highway.

2. Definitions and interpretation

(i) The words and expressions beginning with or in capital letters and not defined herein but
defined in the Agreement shall have, unless repugnant to the context, the meaning
respectively assigned to them in the Agreement.

(ii) References to Articles, Clauses and Schedules in this TOR shall, except where the context
otherwise requires, be deemed to be references to the Articles, Clauses and Schedules of the
Agreement, and references to Paragraphs shall be deemed to be references to Paragraphs of
this TOR.

(iii) The rules of interpretation stated in Article 1 of the Agreement shall apply, mutatis mutandis,
to this TOR.

3. General

(i) The Authority’s Engineer shall discharge its duties in a fair, impartial and efficient manner,
consistent with the highest standards of professional integrity and Good Industry Practice.

(ii) The Authority’s Engineer shall perform the duties and exercise the authority in accordance
with the provisions of this Agreement, but subject to obtaining prior written approval of the
Authority before determining:

(a) any Time Extension;

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

(iv) The Authority’s Engineer shall inform the Contractor of any delegation of its duties and
responsibilities to its suitably qualified and experienced personnel; provided, however, that
it shall not delegate the authority to refer any matter for the Authority’s prior approval in
accordance with the provisions of Clause 18.2.

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

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

4. Construction Period

(i) During the Construction Period, the Authority’s Engineer shall review and approve the
Drawings furnished by the Contractor along with supporting data, including the geo-
technical and hydrological investigations, characteristics of materials from borrow areas and
quarry sites, topographical surveys, and the recommendations of the Safety Consultant in
accordance with the provisions of Clause 10.1 (vi). The Authority’s Engineer shall complete
such review and approval and send its observations to the Authority and the Contractor
within 15 (fifteen) days of receipt of such Drawings; provided, however that in case of a
Major Bridge or Structure, the aforesaid period of 15 (fifteen) days may be extended upto 30
(thirty) days. In particular, such comments shall specify the conformity or otherwise of such
Drawings with the Scope of the Project and Specifications and Standards.

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

(iii) The Authority’s Engineer shall review and approve the Quality Assurance Plan submitted
by the Contractor and shall convey its comments to the Contractor within a period of 21
(twenty one) days stating the modifications, if any, required thereto.
(iv) The Authority’s Engineer shall complete the review and approve of the methodology
proposed to be adopted by the Contractor for executing the Works, and convey its comments
to the Contractor within a period of 10 (ten) days from the date of receipt of the proposed
methodology from the Contractor.

(v) The Authority’s Engineer shall grant written approval to the Contractor, where necessary,
for interruption and diversion of the flow of traffic in the existing lane(s) of the Project
Highway for purposes of maintenance during the Construction Period in accordance with the

(vi) The Authority’s Engineer shall review the monthly progress report furnished by the
Contractor and send its comments thereon to the Authority and the Contractor within 7
(seven) days of receipt of such report.

(vii) The Authority’s Engineer shall inspect the Construction Works and the Project Highway and
shall submit a monthly Inspection Report bringing out the results of inspections and the
remedial action taken by the Contractor in respect of Defects or deficiencies. In particular,
the Authority’s Engineer shall include in its Inspection Report, the compliance of the
recommendations made by the Safety Consultant.

(viii) The Authority’s Engineer shall conduct the pre-construction review of manufacturer's test
reports and standard samples of manufactured Materials, and such other Materials as the
Authority’s Engineer may require.

(ix) For determining that the Works conform to Specifications and Standards, the Authority’s
Engineer shall require the Contractor to carry out, or cause to be carried out, tests at such
time and frequency and in such manner as specified in the Agreement and in accordance with
Good Industry Practice for quality assurance. For purposes of this Paragraph 4 (ix), the tests
specified in the IRC Special Publication-11 (Handbook of Quality Control for Construction
of Roads and Runways) and the Specifications for Road and Bridge Works issued by
MORTH (the “Quality Control Manuals”) or any modification/substitution thereof shall be
deemed to be tests conforming to Good Industry Practice for quality assurance.

(x) The Authority’s Engineer shall test check at least 50 (fifty) percent of the quantity or number
of tests prescribed for each category or type of test for quality control by the Contractor.
(xi) The timing of tests referred to in Paragraph 4 (ix), and the criteria for acceptance/ rejection
of their results shall be determined by the Authority’s Engineer in accordance with the
Quality Control Manuals. The tests shall be undertaken on a random sample basis and shall
be in addition to, and independent of, the tests that may be carried out by the Contractor for
its own quality assurance in accordance with Good Industry Practice.
(xii) In the event that results of any tests conducted under Clause 11.10 establish any Defects or
deficiencies in the Works, the Authority’s Engineer shall require the Contractor to carry out
remedial measures.
(xiii) The Authority’s Engineer may instruct the Contractor to execute any work which is urgently
required for the safety of the Project Highway, whether because of an accident, unforeseeable
event or otherwise; provided that in case of any work required on account of a Force Majeure
Event, the provisions of Clause 21.6 shall apply.
(xiv) In the event that the Contractor fails to achieve any of the Project Milestones, the Authority’s
Engineer shall undertake a review of the progress of construction and identify potential
delays, if any. If the Authority’s Engineer shall determine that completion of the Project
Highway is not feasible within the time specified in the Agreement, it shall require the
Contractor to indicate within 15 (fifteen) days the steps proposed to be taken to expedite
progress, and the period within which the Project Completion Date shall be achieved. Upon
receipt of a report from the Contractor, the Authority’s Engineer shall review the same and

(xv) The Authority’s Engineer shall obtain from the Contractor a copy of all the Contractor’s
quality control records and documents before the Completion Certificate is issued pursuant
to Clause 12.2.

(xvi) Authority’s Engineer may recommend to the Authority suspension of the whole or part of
the Works if the work threatens the safety of the Users and pedestrians. After the Contractor
has carried out remedial measure, the Authority’s Engineer shall inspect such remedial
measures forthwith and make a report to the Authority recommending whether or not the
suspension hereunder may be revoked.

(xvii) In the event that the Contractor carries out any remedial measures to secure the safety of
suspended works and Users, and requires the Authority’s Engineer to inspect such works,
the Authority’s Engineer shall inspect the suspended works within 3 (three) days of receiving
such notice, and make a report to the Authority forthwith, recommending whether or not
such suspension may be revoked by the Authority.

(xviii) The Authority’s Engineer shall carry out, or cause to be carried out, all the Tests specified in
Schedule-K and issue a Completion Certificate, as the case may be. For carrying out its
functions under this Paragraph 4 (xviii) and all matters incidental thereto, the Authority’s
Engineer shall act under and in accordance with the provisions of Article 12 and Schedule-
K.

5. Maintenance Period

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

(ii) The Authority’s Engineer shall undertake regular inspections, at least once every month, to
evaluate compliance with the Maintenance Requirements and submit a Maintenance
Inspection Report to the Authority and the Contractor.
(iii) The Authority’s Engineer shall specify the tests, if any, that the Contractor shall carry out,
or cause to be carried out, for the purpose of determining that the Project Highway is in
conformity with the Maintenance Requirements. It shall monitor and review the results of
such tests and the remedial measures, if any, taken by the Contractor in this behalf.

(iv) In respect of any defect or deficiency referred to in Paragraph 3 of Schedule- E, the

Authority’s Engineer shall, in conformity with Good Industry Practice, specify the
permissible limit of deviation or deterioration with reference to the Specifications and
Standards and shall also specify the time limit for repair or rectification of any deviation or
deterioration beyond the permissible limit.

(v) The Authority’s Engineer shall examine the request of the Contractor for closure of any
lane(s) of the Project Highway for undertaking maintenance/repair thereof, and shall grant
permission with such modifications, as it may deem necessary, within 5 (five) days of

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode in the State of Haryana under NH (O) 232
receiving a request from the Contractor. Upon expiry of the permitted period of closure, the
Authority’s Engineer shall monitor the reopening of such lane(s), and in case of delay,
determine the Damages payable by the Contractor to the Authority under Clause 14.5.

6. Determination of costs and time

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

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

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

7. Payments

(i) The Authority’s Engineer shall withhold payments for the affected works for which the
Contractor fails to revise and resubmit the Drawings to the Authority’s Engineer in
accordance with the provisions of Clause 10.2 (iv) (d).

(ii) Authority’s Engineer shall -

(a) within 10 (ten) days of receipt of the Stage Payment Statement from the Contractor
pursuant to Clause 19.4, determine the amount due to the Contractor and recommend
the release of 90 (ninety) percent of the amount so determined as part payment,
pending issue of the Interim Payment Certificate; and
(b) within 15 (fifteen) days of the receipt of the Stage Payment Statement referred to
in Clause 19.4, deliver to the Authority and the Contractor an Interim Payment
Certificate certifying the amount due and payable to the Contractor, after
adjustments in accordance with the provisions of Clause 19.10.

(iii) The Authority’s Engineer shall, within 15 (fifteen) days of receipt of the Monthly
Maintenance Statement from the Contractor pursuant to Clause 19.6, verify the Contractor’s
monthly statement and certify the amount to be paid to the Contractor in accordance with the
provisions of the Agreement.

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

8. Other duties and functions

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

9. Miscellaneous

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode in the State of Haryana under NH (O) 233
(i) A copy of all communications, comments, instructions, Drawings or Documents sent by the
Authority’s Engineer to the Contractor pursuant to this TOR, and a copy of all the test results
with comments of the Authority’s Engineer thereon, shall be furnished by the Authority’s
Engineer to the Authority forthwith.

(ii) The Authority’s Engineer shall retain at least one copy each of all Drawings and Documents
received by it, including ‘as-built’ Drawings, and keep them in its safe custody.

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

(iv) The Authority’s Engineer, if called upon by the Authority or the Contractor or both, shall
mediate and assist the Parties in arriving at an amicable settlement of any Dispute between
the Parties.

(v) The Authority’s Engineer shall inform the Authority and the Contractor of any event of
Contractor’s Default within one week of its occurrence.

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode in the State of Haryana under NH (O) 234
Schedule - O
(See Clauses 19.4 (i), 19.6 (i), and 19.8 (i))
Forms of Payment Statements
1. Stage Payment Statement for Works

The Stage Payment Statement for Works shall state:

(a) the estimated amount for the Works executed in accordance with Clause 19.3
(i) subsequent to the last claim;
(b) amounts reflecting adjustments in price for the aforesaid claim;
(c) the estimated amount of each Change of Scope Order executed subsequent to the
last claim;
(d) amounts reflecting adjustment in price, if any, for (c) above in accordance with the
provisions of Clause 13.2 (iii) (a);
(e) total of (a), (b), (c) and (d) above;
(f) Deductions:
i. Any amount to be deducted in accordance with the provisions of the Agreement
except taxes;
ii. Any amount towards deduction of taxes; and

iii. Total of (i) and (ii) above.

(g) Net claim: (e) – (f) (iii);
(h) The amounts received by the Contractor upto the last claim:
i. For the Works executed (excluding Change of Scope orders);
ii. For Change of Scope Orders, and

iii. Taxes deducted

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

3. Contractor’s claim for Damages

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

Insurance

1. Insurance during Construction Period

(i) The Contractor shall effect and maintain at its own cost, from the Appointed Date till the
date of issue of the Completion Certificate, the following insurances for any loss or damage
occurring on account of Non Political Event of Force Majeure, malicious act, accidental
damage, explosion, fire and terrorism:

(a) insurance of Works, Plant and Materials and an additional sum of [15 (fifteen)] per
cent of such replacement cost to cover any additional costs of and incidental to the
rectification of loss or damage including professional fees and the cost of
demolishing and removing any part of the Works and of removing debris of
whatsoever nature; and
(b) insurance for the Contractor's equipment and Documents brought onto the Site by
the Contractor, for a sum sufficient to provide for their replacement at the Site.

(ii) The insurance under sub para (a) and (b) of paragraph 1(i) above shall cover the Authority
and the Contractor against all loss or damage from any cause arising under paragraph 1.1
other than risks which are not insurable at commercial terms.

2. Insurance for Contractor's Defects Liability

The Contractor shall effect and maintain insurance cover of not less than 15% of the Contract
Price for the Works from the date of issue of the Completion Certificate until the end of the
Defects Liability Period for any loss or damage for which the Contractor is liable and which
arises from a cause occurring prior to the issue of the Completion Certificate. The Contractor
shall also maintain other insurances for maximum sums as may be required under the
Applicable Laws and in accordance with Good Industry Practice.

3. Insurance against injury to persons and damage to property

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

The insurance cover shall be not less than: Rs. 2 Crore

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode in the State of Haryana under NH (O) 236
(ii) The insurance shall be extended to cover liability for all loss and damage to the Authority's
property arising out of the Contractor’s performance of this Agreement excluding:

(a) the Authority's right to have the construction works executed on, over, under, in or
through any land, and to occupy this land for the Works; and
(b) damage which is an unavoidable result of the Contractor's obligations to execute
the Works.

4. Insurance to be in joint names

The insurance under paragraphs 1 to 3 above shall be in the joint names of the Contractor and
the Authority.

(See Clause 14.10)

Tests on Completion of Maintenance Period

1. Riding Quality test:

Riding quality test: Riding quality of each lane of the carriageway shall be checked with the
help of a calibrated bump integrator and the maximum permissible roughness for purposes
of this Test shall be [2,200 (two thousand and two hundred only)] mm for each kilometre.

2. Visual and physical test:

The Authority’s Engineer shall conduct a visual and physical check of construction to
determine that all works and equipment forming part thereof conform to the provisions of
this Agreement. The physical tests shall include measurement of cracking, rutting, stripping
and potholes and shall be as per the requirement of maintenance mentioned in Schedule-E.

(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 Upgradation of 2/4 –
Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km 170+668
to km. 194+938 (Design length 24.27 km)) on EPC mode in the State of Haryana under NH (O)
(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)

The parties to the Contract Agreement mutually agree as follows:

(1) The Board shall comprise of three Members having experience in the field of construction or have
been involved in the Works related to construction and with the interpretation of contractual documents.
One Member shall be selected by each of the Authority and the Contractor from the list maintained by
NHAI hosted on its website ([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 within 14 days.
The third Member shall serve as Chairman of the Board

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

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

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

(5) It is mandatory to refer all the disputes to DRB before issuance of completion certificate and
satisfactory completion of punch list items. No dispute shall be entertained after completion of
aforementioned date.

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

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode in the State of Haryana under NH (O) 240
(7) Whether or not it has become final and binding upon the Authority and the Contractor, a decision shall
be admissible as evidence in any subsequent dispute resolution procedure, including any arbitration
or litigation having any relation to the dispute to which the decision relates.

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

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

(10) The Authority and the Contractor shall jointly sign a notice specifying that the Board shall stand
disbanded with effect from the date specified in the notice. The notice shall be posted by email to each
Member of the Board. A Member shall be deemed to have received the e mail even if he refuses to
have received the same.

(11) All other terms and conditions of the original Contract Agreement shall remain unaltered/unaffected
and the parties shall remain bound by terms and conditions as contained therein.

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

(a). Shall have no financial interest in any party to the Contract Agreement, or the Authority Engineer, or
a financial interest in the Contract, except for payment for services on the Board.

(b). Shall have had no previous employment by, or financial ties to, any party to the Contract Agreement,
or the Authority Engineer, except for fee based consulting services/advisers on other projects, and/or
be Retired Government Officers (not connected in whole or part with the project), all of which must
be disclosed in writing to both parties prior to appointment to the Board.

(c). Shall have disclosed in writing to both parties prior to appointment to the Board any and all recent or
close professional or personal relationships with any director, officer, or employee of any party to the
Contract Agreement, or the Authority Engineer, and any and all prior involvement in the project to
which the Contract relates;

(d). Shall not, while Board member, be employed whether as a consultant or adviser or otherwise by either
party to the Contract Agreement, or the Authority Engineer, except as a Board Member, without the
prior consent of the parties and the other Board Members,

(e). Shall not, while a Board Member, engage in discussion or make any agreement with any party to the
Contract Agreement, or with the Authority Engineer, regarding employment whether as a consultant
or otherwise whether after the Contract is completed or after service as a Board Member is completed

(f). Shall remain and be impartial and independent of the parties and shall disclose in writing to the
Authority, the Contractor and one another any fact or circumstance which might be such as to cause
either the Authority or the Contractor to question the continued existence of the impartiality and
independence required of Board Members; and

(g). Shall be fluent in the language of the Contract.

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

3. The Contractor shall:

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

4. The Board shall begin its activities following the signing of a Board Member's Declaration of
Acceptance by all three Board Members, and it shall terminate these activities as set forth below:

(a). The Board shall terminate its regular activities when either (i) issuance of completion certificate and
completion of punch list items or (ii) the parties have terminated the Contract and when, in either
case, the Board has communicated to the parties and the Authority Engineer its decision on all
disputes previously referred to it.

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode in the State of Haryana under NH (O) 242
(b). Once the Board has terminated its regular activities as provided by the previous paragraph, the Board
shall remain available to process any dispute referred to it by either party. In case of such a referral,
Board Members shall receive payments as provided in paragraphs 7(a) (ii), (iii) and (iv).

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

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

7. Payments to the Board Members for their services shall be governed by the following provisions:
(a). Each Board Member will receive payments as follows:
i. A retainer fee per calendar month as specified in the schedule of fee made part of this Schedule
and its revision from time to time. This retainer fee shall be considered as payment in full for:
(A). Being available, on 7 days' notice, for all hearings, Site Visits, and other meetings of the
Board.
(B). Being conversant with all project developments and maintaining relevant files.
(C). All offices and overhead expenses such as secretarial services, photocopying and office
supplies (but not include telephone calls, faxes and telexes) incurred in connection with
the duties as a Board Member
ii. A daily fee as specified in the schedule of fee in respect of fee for site visit & meeting, fee
for meeting/ hearing not at site and extra charges for days (max. of 02 days for travel on
each occasion) other than hearing/meeting days.
iii. Expenses, in addition to the above, all reasonable and necessary travel expenses (including
economy class air fare, subsistence, and other direct travel expenses) Receipts for all
expenses in excess of Rs. 2000/- (Rupees Two Thousand only) shall be provided.
iv. Reimbursement of any taxes that may be levied on payments made to the Board Member
pursuant to this paragraph 7.

(b). The retainer fee and other fees shall remain fixed for the period of each Board Member’s term until
revised by NHAI.
(c). Phasing out of monthly retainer fee. Beginning with the next month after the completion certificate
(or, if there are more than one, the one issued last) has been issued, the Board members shall receive
only one-third of the monthly retainer fee till next one year. Beginning with the next month after the
Board has terminated its regular activities pursuant to paragraph 4(a) above, the Board members shall
no longer receive any monthly retainer fee.
(d). Payments to the Board Members shall be shared equally by the Authority and the Contractor. The
concerned Project Implementation Unit (PIU) of Authority shall pay members’ invoices within 30
calendar days after receipt of such invoices and shall invoice the Contractor for one-half of the
amounts of such invoices. The Contractor shall pay such invoices within 30 days’ time period after
receipt of such invoices.

8. Board Site Visits:

(a). The Board shall visit the Site and meet the representatives of the Authority, the Contractor and the
Authority Engineer at regular intervals, at times of critical construction events, at the written
request of either party, and in any case not less than 6 times in any period of 12 months. The
timing of Site visits shall be as agreed among the Authority, the Contractor and the Board, but
failing agreement shall be fixed by the Board.
(b). Site visits shall include an informal discussion of the status of the construction of the Works. Site
visits shall be attended by personnel from the Authority, the Contractor and the Authority Engineer
(c). At the conclusion of each Site visit, the Board shall prepare a report covering its activities during
the visit and shall send copies to the parties and to the Authority Engineer.

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode in the State of Haryana under NH (O) 243
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 state that it is made pursuant to this Agreement.
(e) When a dispute is referred to the Board, and the Board is satisfied that the dispute requires the
Board's assistance, the Board decide when to conduct a hearing on the dispute. The Board may
request that written documentation and arguments from both parties be submitted to each Board
Member before the hearing begins. The parties shall submit insofar as possible agreed statements
of the relevant facts.
(f) During the hearing, the Contractor, the Authority, and the Authority Engineer shall each have ample
opportunity to be heard and to offer evidence. The Board's decision for resolution of the dispute
will be given in writing to the Authority, the Contractor and the Authority Engineer as soon as
possible, and in any event not more than 56 days or any mutually extended period between the
Authority and the Contractor. The time period of 56 days of issuance of DRB decision will
reckon/start from the day of first hearing that begins after submission of complete pleadings
(including supporting documents, if any) by the parties.

10. Conduct of Hearings:

(a) Normally hearings will be conducted at the Site, but any location that would be more convenient
and still provide all required facilities and access to necessary documentation may be utilized by
the Board. Private session of the Board may be held at any cost effective location convenient to
the Board. Video recordings of all hearings shall invariably be made.
(b) The Authority, the Authority Engineer and the Contractor shall be given opportunity to have
representatives at all hearings. Parties should restrain to bring any Advocate/Law Firm during
DRB hearings.
(c) During the hearings, no Board Member shall express any opinion concerning the merit of the
respective arguments of the parties.
(d) After the hearings are concluded, the Board shall meet privately to formulate its decision. The
private meeting (s) of the Board shall not exceed 3 sittings. All Board deliberations shall be
conducted in private, with all Members' individual views kept strictly confidential. The Board's
decisions, together with an explanation of its reasoning shall be submitted in writing to both parties
and to the Authority Engineer. The decision shall be based on the pertinent Contract provisions,
applicable laws and regulations and the facts and circumstances involved in the dispute.
(e) The Board shall make every effort to reach a unanimous decision. If this proves impossible the
majority shall decide and the dissenting Member may prepare a written minority report together
with an explanation of its reasoning for submission to both parties and to the Authority Engineer.

11. In all procedural matters, including the furnishing of written documents and arguments relating to

Upgradation of 2/4 – Lane with Paved Shoulders of Hansi – Barwala road section of NH-148B (Existing Km
170+668 to km. 194+938 (Design length 24.27 km)) on EPC mode in the State of Haryana under NH (O) 244
disputes, site visits and conduct of hearings, the Board shall have full and the final authority. If a
unanimous decision on any such matter proves impossible, the majority shall prevail.

12. After having been selected and where necessary approved each Board Member shall sign two copies
of the following declaration and make one copy available each to the Authority and to the Contractor.

(a). A Contract Agreement (the Contract) for the__________________ project [fill in the name of
project] has been signed on________________[fill in date] between_________________
[name of Authority] and __________________ [name of Contractor] (the Contractor);

(b). The provisions of Agreement and Dispute Resolution Board’s rules and procedure provided for
establishment and operation of Dispute Resolution Board (DRB).

(c). The undersigned has been selected to serve as a Board Member on said Board;

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

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

2. With respect to paragraph 1 of Dispute Resolution Board’s Rules and Procedure. said Annex A, I
declare
(a). that I have no financial interest of the kind referred to in subparagraph (a):
(b). that I have had no previous employment nor financial ties of the kind referred to in
subparagraph (b); and
(c). that I have made to both parties any disclosures that may be required by sub-paragraphs (b)
and (c).

3. I declare that I have ____ no. of Arbitrations (list enclosed) and no. of DRBs (list enclosed) in
progress and that I will give sufficient time for the current assignment.

BOARD MEMBER
_______________________________________
_____________ (insert name of Board Member)
Date:___________________________________

The fee and other expenses payable to the Members of DRB shall be as under:-
S. No. PARTICULAR AMOUNT PAYABLE
1. Retainer-ship fee, secretarial assistance and Rs. 50,000/- per month for one package
incidental charges (telephone, fax, postage and maximum of Rs. 75,000/- per month
etc.) for 2 or more packages
2. (i) Fee for site visit or meetings at site Rs. 25,000/- per day
(ii) Fee for meetings/hearings not at site Rs. 10,000/- per day
3. Traveling expenses Economy class by air, AC first class by
train and AC taxi by road

4. Lodging & Boarding Rs. 15,000/- per day (Metro Cities); or

Rs. 10,000/- per day (in other cities); or
Rs. 5,000/- per day (own arrangement)
5. Extra charges for days other than hearing/ Rs. 5,000/-
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. Authority and Contractor.

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