Engineering Procurement and Construction (EPC)

Agreement

For

Construction of Champawat Bypass 2 lane

with paved shoulder (Km 121.700-Km
129.450) on NH-09 (Old NH-125) in the
state of Uttarakhand under Chardham
works on EPC mode

Public Works Department (NH), Uttarakhand

Government of Uttarakhand

Ministry of Road Transport & Highways

(MoRT&H)

2025
 Table of Contents

Part I 1

Preliminary 1

Definitions and Interpretations 4

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

Part II 16

Scope of Project 16

Scope of the Project 17

2.1 Scope of the Project 17

Obligations of the Authority 18

3.1 Obligations of the Authority 18

3.2 Maintenance obligations prior to the Appointed Date 19
3.3 Environmental Clearances 20
3.4 Deemed Termination upon delay 20

Obligations of the Contractor 21

4.1 Obligations of the Contractor 21

4.2 Obligations relating to sub-contracts and any other agreements 23
4.3 Employment of foreign nationals 24
4.4 Contractor’s personnel 24
4.5 Advertisement on Project Highway 25
4.6 Contractor's care of the Works 25
4.7 Electricity, water and other services 25
4.8 Unforeseeable difficulties 25
4.9 Co-ordination of the Works 25
4.10 Environmental Measures 26
4.11 Site Data 26

i
 4.12 Sufficiency of Contract Price 27
4.13 Clearance of the Site 27
4.14 Obligation Relating to Local Content 27

Representations and Warranties 28

5.1 Representations and warranties of the Contractor 28

5.2 Representations and warranties of the Authority 31
5.3 Disclosure 32

Disclaimer 33
6.1 Disclaimer 33

Part III 39

Construction and Maintenance 39

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

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 48
8.6 Special/ temporary Right of Way 48
8.7 Access to the Authority and the Authority’s Engineer 48
8.8 Geological and archaeological finds 48

Utilities and Trees 50

9.1 Existing utilities and roads 50
9.2 `Shifting of obstructing utilities 50
New utilities 50
9.3 Felling of trees 51

ii
 9.4 Dismantling of structures 51
9.5 Development Period 52

Design and Construction of the Project Highway 53

10.1 Obligations prior to commencement of Works 53
10.2 Design and Drawings 55
10.3 Construction of the Project Highway 57
10.4 Maintenance during Construction Period 58
10.5 Extension of time for completion 59
10.6 Incomplete Works 60
10.7 Maintenance Manual 60
10.8 As-Built Records 61
10.9 Contractor's Use of Authority’s Documents 61

Quality Assurance, Monitoring and Supervision 62

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

Completion Certificate 72

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 12.1 Tests on Completion 72
12.2 Completion Certificate 72
12.3 Rescheduling of Tests 73

Change of Scope 74
13.1 Change of Scope 74
13.2 Procedure for Change of Scope 74
13.3 Payment for Change of Scope 76
13.4 Restrictions on Change of Scope 76
13.5 Power of the Authority to undertake Works 76

Maintenance 78
14.1 Maintenance obligations of the Contractor 78
14.2 Maintenance Requirements 79
14.3 Maintenance Programme 79
14.4 Safety, vehicle breakdowns and accidents 80
14. 5 Lane closure 80
14.6 Reduction of payment for non-performance of Maintenance obligations 80
14.7 Authority’s right to take remedial measures 81
14.8 Restoration of loss or damage to Project Highway 81
14.9 Overriding powers of the Authority 81
14.10 Taking over Certificate 82

Supervision and Monitoring during Maintenance 83

15.1 Inspection by the Contractor 83
15.2 Inspection and payments 83
15.3 Tests 84
15.4 Reports of unusual occurrence 84

Traffic Regulation 85
16.1 Traffic regulation by the Contractor 85

Defects Liability 86
17.1 Defects Liability Period 86
17.2 Remedying Defects 86
17.3 Cost of remedying Defects 87
17.4 Contractor’s failure to rectify Defects 87

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 17.5 Extension of Defects Liability Period 87

Authority’s Engineer 88
18.1 Appointment of the Authority’s Engineer 88
18.2 Duties and authority of the Authority’s Engineer 88
18.3 Delegation by the Authority’s Engineer 89
18.4 Instructions of the Authority’s Engineer 90
18.5 Determination by the Authority’s Engineer 90
18.6 Remuneration of the Authority’s Engineer 90
18.7 Termination of the Authority’s Engineer 91

Part IV 92

Financial Covenants 92

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 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 101
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

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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

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

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

Termination 118

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 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 123
23.9 Foreclosure with mutual consent 124

Part VI 125

Other Provisions 125

Assignment and Charges 127

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

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

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 131

Miscellaneous 133
27.1 Governing law and jurisdiction 133
27.2 Waiver of immunity 133
27.3 Delayed payments 133
27.4 Waiver 133
27.5 Liability for review of Documents and Drawings 134

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 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

Schedule Error! Bookmark not defined.

Schedule A 143

Site of the Project Error! Bookmark not defined.

1 The Site Error! Bookmark not defined.

Annex-II Dates for providing Right of Way of Construction ZoneError! Bookmark not
defined.
Annex-III : Alignment Plans Error! Bookmark not defined.
Annex-IV : Environment Clearances Error! Bookmark not defined.

Schedule B 153

Development of the Project Highway Error! Bookmark not defined.

1. Development of the Project Highway Error! Bookmark not defined.

viii
 2. [Rehabilitation Improvement/Stabilization and augmentation]Error! Bookmark
not defined.
3. Specifications and Standards Error! Bookmark not defined.
Annex-I : Description of [Works] Error! Bookmark not defined.
1 Schedule B-1 Error! Bookmark not defined.

2 Schedule B-2 156

Schedule - C Error! Bookmark not defined.

Project Facilities Error! Bookmark not defined.

1. Project Facilities Error! Bookmark not defined.

2. Description of Project Facilities Error! Bookmark not defined.

Annex-I Incident Management Services 158

Schedule-D 161

Specifications and Standards Error! Bookmark not defined.

2. Construction Error! Bookmark not defined.

3. Design Standards Error! Bookmark not defined.
Annex-I : Specifications and Standards for Construction Error! Bookmark not defined.

Schedule-E 192

Maintenance Requirements Error! Bookmark not defined.

Maintenance Requirements: 10(ten) years from the date of completion of the work Error!
Bookmark not defined.
1. Repair/rectification of Defects and deficiencies Error! Bookmark not defined.
2. Other Defects and deficiencies Error! Bookmark not defined.
3. Extension of time limit Error! Bookmark not defined.
4. Emergency repairs/restoration Error! Bookmark not defined.
5. Daily inspection by the Contractor Error! Bookmark not defined.
6. Pre-monsoon inspection / post-monsoon inspectionError! Bookmark not
defined.
7. Repairs on account of natural calamities Error! Bookmark not defined.
Annex-I : Repair/rectification of Defects and deficiencies Error! Bookmark not defined.

Schedule - F Error! Bookmark not defined.

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Applicable Permits Error! Bookmark not defined.

1. Applicable Permits Error! Bookmark not defined.

Schedule – G Error! Bookmark not defined.

Annex-I : Form of Bank Guarantee Error! Bookmark not defined.

Annex-II : Form for Guarantee for Advance Payment Error! Bookmark not defined.

Schedule-H 249

Schedule - I Error! Bookmark not defined.

Drawings Error! Bookmark not defined.

1. Drawings Error! Bookmark not defined.

2. Additional Drawings : NIL Error! Bookmark not defined.
Annex-I : List of Drawings Error! Bookmark not defined.

Schedule - J Error! Bookmark not defined.

Project Completion Schedule Error! Bookmark not defined.

1. Project Completion Schedule Error! Bookmark not defined.

2. Project Milestone-I Error! Bookmark not defined.
3. Project Milestone-II Error! Bookmark not defined.
4. Project Milestone-III Error! Bookmark not defined.
5. Scheduled Completion Date Error! Bookmark not defined.
6. Extension of time Error! Bookmark not defined.

Schedule - K Error! Bookmark not defined.

Tests on Completion Error! Bookmark not defined.

1. Schedule for Tests Error! Bookmark not defined.

2. Tests Error! Bookmark not defined.
3. Agency for conducting Tests Error! Bookmark not defined.
4. Completion Certificate Error! Bookmark not defined.

Schedule - L Error! Bookmark not defined.

Completion Certificate Error! Bookmark not defined.

Schedule - M Error! Bookmark not defined.

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Payment Reduction for Non-Compliance Error! Bookmark not defined.

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

Error! Bookmark not defined.
2. Percentage reductions in lump sum payments on monthly basis Error!
Bookmark not defined.

Schedule - N Error! Bookmark not defined.

Selection of Authority’s Engineer Error! Bookmark not defined.

1. Selection of Authority’s Engineer Error! Bookmark not defined.

2. Terms of Reference Error! Bookmark not defined.
3. Appointment of Government entity as Authority’s EngineerError! Bookmark not
defined.
Annex-I : Terms of Reference for Authority’s Engineer Error! Bookmark not defined.

Schedule - O Error! Bookmark not defined.

Forms of Payment Statements Error! Bookmark not defined.

1. Stage Payment Statement for Works Error! Bookmark not defined.

2. Monthly Maintenance Payment Statement Error! Bookmark not defined.
3. Contractor’s claim for Damages Error! Bookmark not defined.

Schedule - P Error! Bookmark not defined.

Insurance Error! Bookmark not defined.

1. Insurance during Construction Period Error! Bookmark not defined.

2. Insurance for Contractor's Defects Liability Error! Bookmark not defined.
3. Insurance against injury to persons and damage to propertyError! Bookmark
not defined.
4. Insurance to be in joint names Error! Bookmark not defined.

Schedule-Q Error! Bookmark not defined.

Tests on Completion of Maintenance Period Error! Bookmark not defined.

1. Riding Quality test: Error! Bookmark not defined.

2. Visual and physical test: Error! Bookmark not defined.

Schedule-R Error! Bookmark not defined.

Taking Over Certificate Error! Bookmark not defined.

xi
xii
 art I

Preliminary

1
 Engineering, Procurement and Construction Agreement

THIS AGREEMENT1 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:

Chief Engineer (NH) Public Works Department, State of Uttarakhand;

Dehradun, Uttarakhand represented by:

Superintending Engineer, NH Circle, PWD, Haldwani, Uttarakhand

(i) (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

(ii) <insert name of party>,2 the selected bidder3 having its registered office at <insert
registered office address of the party>, (hereinafter referred to as the “Contractor”
which expression shall, unless repugnant to the context or meaning thereof, include
its successors and permitted assigns) of the Other Part.

Whereas:

A. [The Government of India] entrusted the work of - “Construction of Champawat

Bypass with two lane with paved shoulder configuration starting from existing
chainage 121.700 to existing chainage 129.450 (Design Length 9.847) of NH-
125 in District-Champawat in the state of Uttrakhand on EPC.” for the year
2024-25. (Job No. RO/UK/NH-09(Old NH 125)/2024-25/710) in the state of
Uttarakhand under EPC mode. to the Authority;

B. The Authority resolved to rehabilitate and augment the work of - “Construction of

Champawat Bypass with two lane with paved shoulder configuration starting from
existing chainage 121.700 to existing chainage 129.450 (Design Length 9.847) of NH-
125 in District-Champawat in the state of Uttrakhand on EPC.” for the year 2024-25.

1
Serially numbered footnotes in this Agreement are for guidance of the Authority and should be omitted from
the draft Agreement forming part of Bid Documents. Footnotes marked “$” shall be retained in the draft
Agreement.
2 All provisions enclosed in curly parenthesis shall be retained in the Bid Documents and shall be modified as
required after the selected bidder has been identified.
3 Refers to the single entity or the lead member of the joint venture, which is the selected bidder under the RFP.

2
 (Job No. RO/UK/NH-09(Old NH 125)/2024-25/710) in the state of Uttarakhand on
Engineering, Procurement, Construction (“EPC”) basis in accordance with the terms
and conditions to be set forth in an agreement to be entered into.

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

D. After evaluation of the bids received, the Authority accepted the bid of the selected
bidder and issued its Letter of Acceptance No. <insert details> dated <insert date>
(hereinafter called the “LOA”) to the selected bidder for - “Construction of
Champawat Bypass with two lane with paved shoulder configuration starting
from existing chainage 121.700 to existing chainage 129.450 (Design Length
9.847) of NH-125 in District-Champawat in the state of Uttrakhand on EPC.”
for the year 2024-25. (Job No. RO/UK/NH-09(Old NH 125)/2024-25/710) in the
state of Uttarakhand under EPC mode at the Contract Price specified hereinafter,
requiring the selected bidder to inter alia:

(i) to give his consent to enter into this Agreement and the enforceability of the
provisions thereof, within 10 (ten) days of the date of issue of LOA;
(ii) submit Performance Security and Additional Performance Security (if any) as
per RFP requirements, and
(iii) execute this Agreement within 30 (thirty) days of the date of issue of LOA.

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

NOW, THEREFORE, in consideration of the foregoing and the respective covenants

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

3
 Article 1

Definitions and Interpretations

1.1 Definitions

(iii) 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.

(iv) 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;

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

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

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

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

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

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

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

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

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

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

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

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

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

a) the enactment of any new Indian law;

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

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

5
 “Change of Scope Notice” shall have the meaning set forth in Clause 13.2 (i);

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

security of the 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;

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

“IRC” means the Indian Roads Congress;

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

pursuant to 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;

8
“Maintenance Programme” shall have the meaning set forth in Clause 14.3;

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

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

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

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

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

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

“Monthly Maintenance Statement shall have the meaning set forth in Clause 19.6;

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

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

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

“Performance Security” and “Additional Performance Security” shall have the

meaning set forth in Clause 7.1;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Scheduled Construction Period” means the period commencing from the

Appointed Date and ending on Scheduled Completion Date;

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

“Section” means a part of the Project Highway;

“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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“WPI” means the wholesale price index for various commodities as published by the
Ministry of Commerce and Industry, GOI and shall include any index which

11
 substitutes the WPI, and any reference to WPI shall, unless the context otherwise
requires, be construed as a reference to the WPI published for the period ending with
the preceding month.

1.2 Interpretation

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

a) references to any legislation or any provision thereof shall include amendment or

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

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

13
 w) the damages payable by either Party to the other of them, as set forth in this
Agreement, whether on per diem basis or otherwise, are mutually agreed genuine
pre-estimated loss and damage likely to be suffered and incurred by the Party
entitled to receive the same and are not by way of penalty or liquidated damages
(the “Damages”); and
x) time shall be of the essence in the performance of the Parties’ respective
obligations. If any time period specified herein is extended for the reasons
specified in the Agreement, such extended time shall also be of the essence.
ii) Unless expressly provided otherwise in this Agreement, any Documentation required to be
provided or furnished by the Contractor to the Authority shall be provided free of cost and in
three copies, and if the Authority is required to return any such Documentation with its
comments and/or approval, it shall be entitled to retain two copies thereof.
iii) The rule of construction, if any, that a contract should be interpreted against the parties
responsible for the drafting and preparation thereof, shall not apply.
iv) Any word or expression used in this Agreement shall, unless otherwise defined or
construed in this Agreement, bear its ordinary English meaning and, for these purposes, the
General Clauses Act, 1897 shall not apply.

1.3 Measurements and arithmetic conventions

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

1.4 Priority of agreements and errors/discrepancies

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

a) this Agreement; and

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

14
 c) between any two Schedules, the Schedule relevant to the issue shall prevail;
d) between the written description on the Drawings and the Specifications and
Standards, the latter shall prevail;
e) between the dimension scaled from the Drawing and its specific written
dimension, the latter shall prevail; and
f) between any value written in numerals and that in words, the latter shall prevail.

1.5 Joint and several liability

i) If the Contractor has formed a Joint Venture of two or more persons for
implementing the Project:
a) these persons shall, without prejudice to the provisions of this Agreement or any
other agreement, be deemed to be jointly and severally liable to the Authority for
the performance of the Agreement; and
b) the Contractor shall ensure that no change in the composition of the Joint Venture
is effected without the prior consent of the Authority.
ii) Without prejudice to the joint and several liability of all the members of the
Joint Venture, the Lead Member shall represent all the members of the Joint
Venture and shall always be liable and responsible for discharging the
functions and obligations of the Contractor. The Contractor shall ensure that
each member of the Joint Venture shall be bound by any decision,
communication, notice, action or inaction of the Lead Member on any matter
related to this Agreement and the Authority shall be entitled to rely upon any
such action, decision or communication of the Lead Member. The Authority
shall have the right to release payments solely to the Lead Member and shall
not in any manner be responsible or be held liable for the inter se allocation of
payments among members of the Joint venture.4

4
This Clause 1.5 may be omitted if the Contractor is not a Joint venture. Even if the Contractor is a
Joint venture, the Authority may, at its discretion, delete this provision.

15
 Part II

Scope of Project

16
 Article 2

Scope of the Project

2.1 Scope of the Project

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

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.

17
 Article 3

Obligations of the Authority

3.1 Obligations of the Authority

i) The Authority shall, at its own cost and expense, undertake, comply with and
perform all its obligations set out in this Agreement or arising hereunder.
ii) The Authority shall be responsible for the correctness of the Scope of the
Project, Project Facilities, Specifications and Standards and the criteria for
testing of the completed Works.
iii) The Authority shall, upon submission of the Performance Security as per the
RFP by the Contractor, shall provide to the Contractor:
a) No less than 90% (ninety per cent) of the required Right of Way of the
Construction Zone of total length of the Project Highway within a period of
30 (thirty) days from the date of this Agreement, which shall be in
contiguous stretches of length not less than 5 (five) kilometre.
b) 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; and5
c) all environmental clearances as required under Clause 4.3.6
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.

5
Clause (b) may be omitted if the Project does not include a road over-bridge/under-bridge.
6
Clause 3.1 (iii) (c) may be suitably modified in the event that all the environmental clearances for
the Project Highway have been received or are not required. It should be clearly stated that all the
environmental clearances for the Project Highway have been received; or such environmental
clearances for the Project Highway are not required.

18
 v) Notwithstanding anything to the contrary contained in this Agreement, the
Parties expressly agree that the aggregate Damages payable under Clauses 3.1
(iv), 8.3 and 9.5 shall not exceed 1% (one per cent) of the Contract Price. For
the avoidance of doubt, the Damages payable by the Authority under the
aforesaid Clauses shall not be additive if they arise concurrently from more
than one cause but relate to the same part of the Project Highway.
Both the parties agree that payment of such Damages shall be full and final
settlement of all claims of the Contractor and such compensation shall be the
sole remedy against delays of the Authority and both parties further agree
that the payment of Damages shall be the final cure for the Contractor against
delays of the Authority, without recourse to any other payments.
vi) The Authority agrees to provide support to the Contractor and undertakes to
observe, comply with and perform, subject to and in accordance with the
provisions of this Agreement and the Applicable Laws, the following:
a) upon written request from the Contractor, and subject to the Contractor
complying with Applicable Laws, provide reasonable support to the
Contractor in procuring Applicable Permits required from any
Government Instrumentality for implementation of the Project;
b) upon written request from the Contractor, provide reasonable assistance
to the Contractor in obtaining access to all necessary infrastructure
facilities and utilities, including water and electricity at rates and on terms
no less 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

19
 materially inferior as compared to its condition 10 (ten) days prior to the last date for
submission of the Bid, and in the event of any material deterioration or damage other
than normal wear and tear, undertake repair thereof. For the avoidance of doubt, the
Authority shall undertake only routine maintenance prior to the Appointed Date, and it
shall undertake special repairs only in the event of excessive deterioration or damage
caused due to unforeseen events such as floods or earthquake.

3.3 Environmental Clearances

The Authority represents and warrants that the environmental clearances required
for construction of the Project shall be procured by the Authority prior to the date of
issue of LOA. For the avoidance of doubt, the present status of environmental
clearances is specified in Schedule-A.7

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.

7
Clause 3.3 may be suitably modified in the event that all the environmental clearances for the
Project Highway have been received or are not required. It should be clearly stated that all the
environmental clearances for the Project Highway have been received; or such environmental
clearances for the Project Highway are not required.

20
 Article 4

Obligations of the Contractor

4.1 Obligations of the Contractor

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

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

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

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

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

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

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

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

Instrumentalities with such particulars and details as may be required for
obtaining Applicable Permits set forth in Schedule-F and obtain and keep in force
and effect such Applicable Permits in conformity with the Applicable Laws;
b) procure, as required, the appropriate proprietary rights, licences, agreements and
permissions for Materials, methods, processes and systems used or incorporated
into the Project Highway;
c) make reasonable efforts to maintain harmony and good industrial relations
among the personnel employed by it or its Sub-contractors in connection with the
performance of its obligations under this Agreement;

21
 d) ensure and procure that its Sub-contractors comply with all Applicable Permits
and Applicable Laws in the performance by them of any of the Contractor’s
obligations under this Agreement;
e) not do or omit to do any act, deed or thing which may in any manner violate any
provisions of this Agreement;
f) support, cooperate with and facilitate the Authority in the implementation and
operation of the Project in accordance with the provisions of this Agreement;
g) ensure that the Contractor and its Sub-contractors comply with the safety and
welfare measures for labour in accordance with the Applicable Laws and Good
Industry Practice;
h) keep, on Site, a copy of this Agreement, publications named in this Agreement, the
Drawings, Documents relating to the Project, and Change of Scope orders and
other communications given under this Agreement. The Authority’s Engineer and
its authorised personnel shall have the right of access to all these documents at all
reasonable times;
i) cooperate with other contractors employed by the Authority and personnel of any
public authority; and
j) not interfere unnecessarily or improperly with the convenience of the public, or
the access to and use and occupation of all roads and footpaths, irrespective of
whether they are public or in the possession of the Authority or of others.
viii) The Contractor shall undertake all necessary superintendence to plan, arrange,
direct, manage, inspect and test the Works. The Contractor shall provide all
necessary superintendence of the Works for the proper fulfilling of the
Contractor's obligations under the Agreement. Such superintendence shall be
given by competent person having adequate knowledge of the operations to be
carried out (including the methods and techniques required, the hazards likely to
be encountered and methods of preventing accidents) for the satisfactory and safe
execution of the Works.

(viii) 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.

(ix) 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.

22
(x) The Contractor shall perform the Works in conformity with the Project requirements
and other requirements and standards prescribed under or pursuant to the
Agreement.

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

(xii) The Contractor shall maintain required staff and necessary Contractor’s equipment
and materials within the reach of the Site during the Defects Liability Period so that
any defects arising are promptly attended.

4.2 Obligations relating to sub-contracts and any other agreements

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

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

(iii) In the event any sub-contract referred to in Clause 4.2 (ii) relates to a Sub- contractor
who has, over the preceding 3 (three) years, not undertaken at least one work of a
similar nature with a contract value exceeding 40% (forty per cent) of the value of the
sub-contract to be awarded hereunder, and received payments in respect thereof for
an amount equal to at least such 40% (forty per cent), the Authority may, no later
than 15 (fifteen) business days from the date of receiving the communication from
the Contractor, require the Contractor not to proceed with such sub-contract, and the
Contractor shall comply therewith without delay or demur.

23
(iv) It is expressly agreed that the Contractor shall, at all times, be responsible and liable
for all its obligations under this Agreement notwithstanding anything contained in the
agreements with its Sub-contractors or any other agreement that may be entered into
by the Contractor, and no default under any such agreement shall excuse the
Contractor from its obligations or liability under this Agreement. However, in case of
non-compliance of the Contractor towards his obligations for payments to the
approved Sub-contractor(s), which is likely to affect the progress of works, the
authority reserves the right to intervene and direct the Contractor to release such
outstanding payments to approved Sub-contractor(s) out of the payments due for the
completed Works in the interest of work.

4.3 Employment of foreign nationals

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

4.4 Contractor’s personnel

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

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

(iii) The Contractor shall on receiving such a direction from the Authority’s Engineer
order for the removal of such person or persons with immediate effect. It shall be the
duty of the Contractor to ensure that such persons are evicted from the Site within 10

24
 (ten) days of any such direction being issued in pursuance of Clause 4.4 (ii). The
Contractor shall further ensure that such persons have no further connection with the
Works or Maintenance under this Agreement. The Contractor shall then appoint (or
cause to be appointed) a replacement.

4.5 Advertisement on Project Highway

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

4.6 Contractor's care of the Works

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

25
(ii) The Contractor shall be responsible for the co-ordination and proper provision of the
Works, including co-ordination of other Contractors or Sub-contractors for the
Project. The Contractor shall co-operate with the Authority in the co- ordination of
the Works with the works under the other Project contracts. The Contractor shall
provide all reasonable support for carrying out their work to:

a) any other contractors employed by the Authority;

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

4.10 Environmental Measures

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

4.11 Site Data

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

a) the form and nature of the Site (including, inter-alia, the surface and sub-
surface conditions and geo-technical factors);
b) the hydrological and climatic conditions;
c) the extent and nature of the works already completed and Materials necessary
for the execution and completion of the Works and the remedying of any
defects that includes already executed part also.
d) the suitability and the adequacy of the Site for the execution of the Works;
e) the means of access to the Site and the accommodation the Contractor may
require;
f) arranging permits as required as per [.] of the Agreement.
g) the requirements of operation and maintenance; and
h) all other factors and circumstances affecting the Contractor's rights and
obligations under the Agreement, the Contract Price and Time for Completion.

26
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 Obligation Relating to Local Content

The Contractor (Class I local supplier, Class II Local Supplier/Non Local Supplier )
undertakes insure minimum local content in the project highway of at least (
50%/20%) duly complying with 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 16 Sep 2020 as amended or modified till bid
due date and the provision under rule 144 (xi) of GFR 2017.

27
 Article 5

Representations and Warranties

5.1 Representations and warranties of the Contractor

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

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

28
 i) it has complied with Applicable Laws in all material respects and has not been
subject to any fines, penalties, injunctive relief or any other civil or criminal
liabilities which in the aggregate have or may have a material adverse effect on its
ability to perform its obligations under this Agreement;
j) no representation or warranty by it contained herein or in any other document
furnished by it to the Authority or to any Government Instrumentality in relation
to Applicable Permits contains or will contain any untrue or misleading statement
of material fact or omits or will omit to state a material fact necessary to make such
representation or warranty not misleading;
k) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to
any person by way of fees, commission or otherwise for securing the contract or
entering into this Agreement or for influencing or attempting to influence any
officer or employee of the Authority in connection therewith;
l) nothing contained in this Agreement shall create any contractual relationship or
obligation between the Authority and any Sub- contractors, designers, consultants
or agents of the Contractor;
m) it is adequately financed has the requisite knowledge, expertise, technical know-
how, experience, resources, infrastructure, licenses, patents, copy rights, for
designing, supplying/ procuring the goods and materials, and for providing the
installation and construction services required for completing the construction of
the Project Facilities; and

(ii) it represents the Authority that:

a) it owns or has the right to use all “Intellectual Property” necessary to perform
the contractual obligations and to carry on the Works without conflict with the
right of others;
b) All intellectual property rights necessary to perform the contractual obligations
and to carry on the Works are in full force and effect and are vested in, and
beneficially owned by the Contractor, and are free from encumbrances.
c) None of the intellectual property rights is being used, claimed, or posed or
attacked by any other person, nor does the use of such intellectual property rights
or any part of them infringe the intellectual property rights owned or enjoyed by
any third party.
d) None of the intellectual property rights owned or used by the Contractor is the
subject of any claim, opposition, attack, assertion or other arrangement of
whatsoever nature which does or may impinge upon their use, validity,
enforceability or ownership by the Parties, and there are no grounds or other
circumstances which may give rise to the same.
e) No licenses or registered user or other rights have been granted or agreed to be
granted to any third party in respect of such intellectual property rights.
f) No act has been done or has been omitted to be done to entitle any authority or
person to cancel, forfeit or modify any intellectual property rights.

29
 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.

30
 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;

31
 g) it has good and valid right to the Site and has the power and authority to grant the
Right of Way in respect thereof to the Contractor; and
h) it has procured Right of Way and environment clearances such that the
Contractor can commence construction forthwith on 90% (ninety per cent) of the
total length of the Project Highway.

5.3 Disclosure

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

32
 Article 6

Disclaimer

6.1 Disclaimer

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

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

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

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

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

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

33
 Part III

Construction and Maintenance

39
 Article 7

Performance Security

7.1 Performance Security

(i) (A) Within 30 (thirty) days of receipt of Letter of Acceptance, the selected Bidder shall
furnish to the Authority an irrevocable and unconditional guarantee from a Bank in the
form set forth in Annex-I of Schedule-G (the “Performance Security”) for an amount
equal to 3% (three percent) of its Bid Price. In case of bids mentioned below, as
decided by the Authority, the Selected Bidder, along with the Performance Security,
shall also furnish to the Authority an irrevocable and unconditional guarantee from a
Bank in the same form given at Annex-I of Schedule-G towards an Additional
Performance Security (the “Additional Performance Security”) for an amount
calculated as under:

a) If the Bid Price offered by the Selected Bidder is lower than 20% of the
estimated Project Cost, then the Additional Performance Security shall be
calculated @20% of the difference in the (i) Estimated Project Cost (as
mentioned in RFP)-20% of the Estimated Project Cost and (ii) the Bid
Price offered by the selected Bidder.
b) Maximum limit of additional performance security shall be limited to 3%
of the Bid price offered by the selected bidder.
[B]This Additional Performance Security shall be treated as part of the Performance
Security.

(B) The Performance Security shall be valid until 60(sixty) days after the Defects
Liability Period. The Additional Performance Security shall be valid until 28 (twenty
eight) days after Project Completion Date.

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

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

41
(iv) For avoidance of any doubt, in case of failure of submission of Performance Security
and Additional Performance Security, if any, within the additional 60 days’ time
period, the award shall be deemed to be cancelled/ withdrawn and the Bid Security
shall be encashed and the proceeds thereof appropriated by the Authority. Thereupon
all rights, privileges, claims and entitlements of the Contractor under or arising out of
the Award shall be deemed to have been waived by, and to have ceased with the
concurrence of the Contractor, and the Award shall be deemed to have been
withdrawn by the Authority

7.2 Extension of Performance Security and Additional Performance Security

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

7.3 Appropriation of Performance Security

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

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

7.4 Release of Performance Security

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

42
(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 Money8

(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.

8
The Authority 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).

43
 Article 8

Right of Way

8.1 The Site

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

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

44
 work can be executed and notify to both the parties within 3 days of the proposed date
of inspection. The parties agree that such notification of the Authority’s Engineer as
mentioned hereinabove shall be final and binding on the parties.

(iii) The Authority shall provide the Right of Way to the Contractor in respect of all land
included in the Appendix by the date specified in Schedule-A for those parts of the Site
referred to therein, and in the event of delay for any reason other than Force Majeure
or breach of this Agreement by the Contractor, it shall pay to the Contractor, Damages
in a sum calculated in accordance with Clause 8.3. The Contractor agrees that it shall
not be entitled to claim any other damages on account of any such delay by the
Authority.

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

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

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

(vii) Pursuant to signing of Handover Memorandum under clause 8.2 (i), Contractor shall
submit to the Authority’s Engineer, a monthly land possession report till expiry of 180
(one hundred and eighty) days from Appointed Date, in respect of those parts of the
site to which vacant access and right of way was not given to the contractor and
included in Appendix to the memorandum signed under clause 8.2 (i), duly specifying
the part of the site, if any, for which the right of way is yet to be handed over.

8.3 Damages for delay in handing over the Site

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

45
 Where,

C = the Contract Price;

L = length of the Project Highway in metres; and

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

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

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

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

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

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

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

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

(b) Provided that if any Works cannot be undertaken within the municipal limits
of a town or within any area falling in a reserved forest or wildlife sanctuary or the
stretches where vacant access and Right of Way could not be handed over, as the case

46
 may be, because the requisite clearances or approvals or affected land parcels for
commencing construction of Works therein have not been given within 180 (one
hundred and eighty) days of the Appointed date, the affected Works shall be deemed
to be withdrawn under the provisions of this Clause 8.3.3. Such Works shall not be
computed for the purposes of the aforesaid ceiling of 10% (ten per cent) hereunder.

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

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

(v) Value of the works withdrawn (vi) Percentage of value of works to be

reduced from Contract Price

(vii) Upto Rs. 100 crore (viii) 90%

(ix) More than Rs. 100 crore (x) Rs. 90 crore plus 95% of the
amount greater than Rs. 100
crores

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.

47
 For the avoidance of doubt, it is agreed that the existing rights of way, easements,
privileges, liberties and appurtenances to the Site shall not be deemed to be
Encumbrances. It is further agreed that, unless otherwise specified in this Agreement,
the Contractor accepts and undertakes to bear any and all risks arising out of the
inadequacy or physical condition of the Site.

8.5 Protection of Site from encroachments

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

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

8.6 Special/ temporary Right of Way

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

8.7 Access to the Authority and the Authority’s Engineer

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

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

8.8 Geological and archaeological finds

It is expressly agreed that mining, geological or archaeological rights do not form part
of this Agreement with the Contractor for the Works, and the Contractor hereby
acknowledges that it shall not have any mining rights or interest in the underlying
minerals, fossils, antiquities, structures or other remnants or things either of particular
geological or archaeological interest and that such rights, interest and property on or
under the Site shall vest in and belong to the Authority or the concerned Government
Instrumentality. The Contractor shall take all reasonable precautions to prevent its

48
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.

49
 Article 9

Utilities and Trees

9.1 Existing utilities and roads

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

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

9.2 `Shifting of obstructing utilities

The Contractor shall, subject to Applicable Laws and with assistance of the Authority,
undertake shifting of any utility (including electric lines, water pipes and telephone cables),
to an appropriate location or alignment, if such utility or obstruction adversely affected the
execution of works or maintenance of the project Highway in accordance with this
Agreement, as per the scope given in Schedule B and in accordance with applicable standards
and specifications of concerned utility owning entity. The cost of 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 owning such electric lines, water pipes or telephone
cables, as the case may be. The Contractor shall execute such utility shifting works
under the supervision of utility owning agency and Authority Engineer (AE) in
accordance with the provision of agreement. The supervision charges only shall be
paid by the Authority to the Utility Owning Entity. In the event of any delay in shifting
thereof, the Contractor shall be responsible for failure to perform any of its obligations
here under if such failure is not as a direct consequence of delay on the part of the
entity owning such electric lines, water pipes or telephone cables, as the case may be.
The dismantled material/scrap of existing Utility to be shifted dismantled shall belong
to the Contractor who would be free to dispose-off the dismantled materials as deemed
fit by them. The work of shifting of utilities can be taken up by the Contractor any time
after signing of the Agreement.

New utilities

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

50
 in accordance with this Agreement and any damage caused by such use shall be
restored forthwith at the cost of the Authority.

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

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

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

9.3 Felling of trees

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

9.4 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

51
 beyond the control of the Contractor, the Contractor shall be entitled to Damages in a
sum calculated in accordance with the formula specified in Clause 8.3 (i) for the
period of delay, and to the Time Extension in accordance with Clause 10.5 for and in
respect of the part(s) of the Works affected by such delay; provided that if the delays
involve any time overlaps, the overlaps shall not be additive.

9.5 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.

52
 Article 10

Design and Construction of the Project Highway

10.1 Obligations prior to commencement of Works

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

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

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

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

a) Part I : Contractor’s organisation for the Project, the general methods

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

53
 iii. the sequence and timing of inspections and tests specified in this
Agreement; and
iv. the particulars for the pre-construction reviews and for any other
submissions, approvals and consents specified in the Agreement.

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

c) Part III : Monthly cash flow forecast.

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

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

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

54
 avoidance of doubt, the Safety Consultant to be engaged by the Contractor shall be
independent of the design and implementation team of the Contractor.

10.2 Design and Drawings

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

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

(iii) The Proof Consultant shall:

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

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

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

(vi) Works shall be executed in accordance with the Drawings provided by the Contractor
in accordance with the provisions of this Clause 10.2 and the approval of the
Authority’s Engineer thereon as communicated pursuant to the provisions of sub-
Clause (c) & (d) of Clause 10.2 (iv). Such Drawings shall not be amended or altered

56
 without prior written notice to the Authority’s Engineer. If a Party becomes aware of
an error or defect of a technical nature in the design or Drawings, that Party shall
promptly give notice to the other Party of such error or defect.

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

10.3 Construction of the Project Highway

(i) The Contractor shall construct the Project Highway as specified in Schedule- B and
Schedule-C, and in conformity with the Specifications and Standards set forth in
Schedule-D. The Contractor shall be responsible for the correct positioning of all parts
of the Works, and shall rectify any error in the positions, levels, dimensions or
alignment of the Works. The [730th (Seven hundred and Thirty) 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

57
 hundred and eighty) day from the Appointed Date), if 5% (five percent) of the project
length corresponding to the Project Milestone-I is not handed over or lately handed
over resulting in the extension of completion of this 5% (five percent) length beyond
Scheduled Completion Date, Stage Payment of 10% X 0.95 = 9.5% only is to be achieved
by 180th (one hundred and eighty) day.

For the avoidance of doubt, it is agreed that recovery of Damages under this Clause
10.3 (ii) shall be without prejudice to the rights of the Authority under this
Agreement including the right of Termination thereof. The Parties further agree that
Time Extension hereunder shall only be reckoned for and in respect of the affected
Works as specified in Clause 10.5 (ii).

(iii) The Authority shall notify the Contractor of its decision to impose Damages in
pursuance with the provisions of this Clause 10.3. Provided that no deduction on
account of Damages shall be 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

58
 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

(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

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 Contractor to issue notice as specified in this clause 10.5 (iii), the Authority shall be
discharged from all liability in connection with the claim.

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

Provided that when determining each extension of time under this Clause 10.5, the
Authority’s Engineer shall review previous determinations and may increase, but
shall not decrease, the total Time Extension.

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

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

b) the Contractor shall, no later than 10 (ten) days after the close of each month,
send further interim claims specifying the accumulated delay, the extension of
time claimed, and such further particulars as the Authority’s Engineer may
reasonably require; and
c) the Contractor shall send a final claim within 30 (thirty) days after the effect of
the event or the circumstance ceases.

Upon receipt of the claim hereunder, the Authority’s Engineer shall examine the same
in accordance with the provisions of Clause 10.5 (iv) within a period of 30 (thirty)
days of the receipt thereof.

10.6 Incomplete Works

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

10.7 Maintenance Manual

No later than 60 (sixty) days prior to the Project Completion Date, the Contractor
shall, in consultation with the Authority’s Engineer, evolve a maintenance manual
(the “Maintenance Manual”) for the regular and preventive maintenance of the

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 Project Highway in conformity with the Specifications and Standards, safety
requirements and Good Industry Practice, and shall provide 5 (five) copies thereof to
the Authority’s Engineer. The Authority’s Engineer shall review the Maintenance
Manual within 15 (fifteen) days of its receipt and communicate its comments to the
Contractor for necessary modifications, if any.

10.8 As-Built Records

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

10.9 Contractor's Use of Authority’s Documents

Intellectual property in the Authority’s requirements and Specifications and

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

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 Article 11

Quality Assurance, Monitoring and Supervision

11.1 Quality of Materials and workmanship

The Contractor shall ensure that the Construction, Materials and workmanship are in
accordance with the requirements specified in this Agreement, Specifications and
Standards and Good Industry Practice. Also, the stipulations in Ministry’s “Guidelines
and SOP for Quality Control/ Assurance in construction of National Highways No.
RW/NH-34066/01/2020-QCZ dated 01.10.2020” should be strictly adhered to.

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

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 equipment to be deployed, traffic management and measures for ensuring safety. The
Authority’s Engineer shall complete the review and convey its consent to the
Contractor within a period of 10 (ten) days from the date of receipt of the proposed
methodology from the Contractor.

11.4 Inspection and technical audit by the Authority

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

11.5 External technical audit

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

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

11.6 Inspection of construction records

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

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;

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

11.8 Inspection

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

a) have full access to all parts of the Site and to all places from which natural Materials
are being obtained for use in the Works; and

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 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.

(iii) In order to document the status/ condition and quality of road, the Contractor shall
carry out survey using Network Survey Vehicle (NSV) by engaging Consultant from
the MoRTH list of Empanelled NSV Consultants, under the supervision of Authority’s
Engineer, at the following intervals:

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 a) Before start of the work,
b) Before issue of provisional/ final completion certificate,
c) Every 6 months after completion of work until completion of Maintenance Period
The output of the NSV test should be reported in the format enclosed with this
Agreement and shall also be uploaded on PMIS portal and RAMS portal through the
Authority’s Engineer/ Executive Engineer In charge of the project.

11.11 Examination of work before covering up

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

11.12 Rejection

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

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

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

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

11.13 Remedial work

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

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

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

11.14 Delays during construction

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

11.15 Quality control records and Documents

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

11.16 Video recording

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

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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

(v) 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.

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 e) The employees and personnel of the Contractor shall work under the supervision,
control and direction of the Contractor and the Contractor shall be solely
responsible for all negotiations with its employees and personnel relating to their
salaries and benefits, and shall be responsible for assessments and monitoring of
performance and for all disciplinary matters. All employees / personnel,
executives engaged by the Contractor shall be in sole employment of the
Contractor and the Contractor shall be solely responsible for their salaries, wages,
statutory payments, etc and under no circumstances the personnel shall be deemed
to be the employees of the Authority. Under no circumstances the Authority shall
be liable for any payment or claim or compensation of any nature to the employees
and personnel of the Contractor.

(vi) 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.

(vii) Persons in the Service of Others

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

(viii) Labour Laws

a) The Contractor shall obtain all relevant labour registrations and comply with all
relevant labour laws applying to its employees, and shall duly pay them and
afford to them all their legal rights.
b) The Contractor shall make all deductions of tax at source and all contributions to
the Payment of Gratuity, Provident Fund (including Employees’ contribution) and
Employees’ State Insurance Scheme as may be required by Applicable Laws and
deposit the aforesaid contributed amount with the appropriate authority/(s).
c) The Contractor shall require all personnel engaged in the Works to obey all
Applicable Laws and regulations. The Contractor shall permit Authority to
witness labour payments for the Contractors direct labour, or the Subcontractors

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 labour. The Contractor shall ensure that all its Subcontractors strictly comply with
all labour laws.
d) Documentary evidence confirming compliance with Sub-Clause 12.4, as may be
required from time to time, shall be provided to the Employer’s Representative.
e) The Employer shall not be liable for any delay/default of the Contractor in
compliance of the labour laws.

(ix) 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.

(x) 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.

(xi) Contractor's Personnel

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

a) has engaged in any misconduct;

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

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

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(xii) Disorderly Conduct

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

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 Article 12

Completion Certificate

12.1 Tests on Completion

(i) At least 30 (thirty) days prior to the likely completion of the Project Highway, or a
Section thereof, the Contractor shall notify the Authority’s Engineer of its intent to
subject the Project Highway or a Section thereof, to Tests. The date and time of each
of the Tests shall be determined by the Authority’s Engineer in consultation with the
Contractor, and notified to the Authority who may designate its representative to
witness the Tests. The Contractor shall either conduct the Tests as directed by the
Authority’s Engineer or provide such assistance as the Authority’s Engineer may
reasonably require for conducting the Tests. In the event of the Contractor and the
Authority’s Engineer failing to mutually agree on the dates for conducting the Tests,
the Contractor shall fix the dates by giving not less than 10 (ten) days’ notice to the
Authority’s Engineer.

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

12.2 Completion Certificate

(i) Upon completion of all Works forming part of the Project Highway, and the
Authority’s Engineer determining the Tests to be successful and after the receipt of
notarized true copies of the certificate(s) of insurance, copies of insurance policies
and premium payment receipts in respect of the insurance defined in Article 20 and
Schedule P of this Agreement, it shall, at the request of the Contractor 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

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 an amount equal to 120% (one hundred and twenty per cent) of the actual cost of
removal incurred by the Authority.

(iii) Without prejudice to the obligations of the Contractor specified in Articles 14 and 17,
the property and ownership of all the completed Works forming part of the Project
Highway shall vest in the Authority.

12.3 Rescheduling of Tests

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

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 Article 13

Change of Scope

13.1 Change of Scope

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

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

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

a) change in specifications of any item of Works;

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

13.2 Procedure for Change of Scope

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

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

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

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 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.
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

75
 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
c) 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.

(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.

(iv) No change of scope in length or height will be permitted for slope stabilization works.

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13.5 Power of the Authority to undertake Works

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

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

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 Article 14

Maintenance

14.1 Maintenance obligations of the Contractor

(i) The Contractor shall maintain the Project Highway for a period of [10 (ten)] years,
corresponding to the Defects Liability Period, commencing from the date of the
Completion Certificate (the “Maintenance Period”). For the performance of its
Maintenance obligations, the Contractor shall be paid:

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

maintenance charges shall be paid for the first year; 0.50%of the Contract Price each for
the second, third and fourth year; and 1% of the Contract Price for the fifth year - NA
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. - NA
c) For flexible perpetual pavement with 10 years maintenance period including structures:
no maintenance charges shall be paid for the first year; 0.40% of the Bid Project Cost each
for the second, third and fourth year;0.60% of the Bid Project each for the subsequent
years till laying of the renewal layer or end of concession period, whichever is earlier. The
renewal works shall be made on 6th year of maintenance period, on the existing
pavement. and the cost of such renewal works shall be made separately to the
Concessionaire @ 2.4% of Bid Project Cost. After laying of the renewal layer, the
Concessionaire shall be paid @ 0.40% of the original Bid Project Cost each for the next
four years and @0.60% of the original Bid Project Cost each till laying of the second
renewal layer or end of concession period, whichever is earlier. After laying of the
renewal layer, the Concessionaire shall be paid @ 0.40% of the original Bid Project Cost
each for the remaining years till the end of concession 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. - NA

Above amount for the performance of Contractors’ Maintenance obligations shall be,
inclusive of all taxes except Goods & Services Tax which shall be paid extra. 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 thisAgreement.

(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:

a) The condition of the road in the format prescribed by the Authority’s Engineer;
b) the proposed maintenance Works; and

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 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 within project
stretch and as per direction of the 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.

14.6 Reduction of payment for non-performance of Maintenance obligations

(i) In the event that the Contractor fails to repair or rectify any Defect or deficiency set
forth in Schedule-E within the period specified therein, it shall be deemed as failure of
performance of Maintenance obligations by the Contractor and the Authority shall be
entitled to effect reduction in monthly lump sum payment for maintenance in
accordance with Clause 19.7 and Schedule-M, without prejudice to the rights of the
Authority under this Agreement, including Termination thereof.

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

14.7 Authority’s right to take remedial measures

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

14.8 Restoration of loss or damage to Project Highway

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

14.9 Overriding powers of the Authority

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

(ii) In the event that the Contractor, upon notice under Clause 14.9 (i), fails to rectify or
remove any hardship or danger within a reasonable period, the Authority may
exercise overriding powers under this Clause 14.9 (ii) and take over the performance
of any or all the obligations of the Contractor to the extent deemed necessary by it for
rectifying or removing such hardship or danger; provided that the exercise of such
overriding powers by the Authority shall be of no greater scope and of no longer
duration than is reasonably required hereunder; provided further that any costs and
expenses incurred by the Authority in discharge of its obligations hereunder shall be
recovered by the Authority from the Contractor, and the Authority shall be entitled to
deduct any such costs and expenses incurred from the payments due to the Contractor
under Clause 19.7 for the performance of its Maintenance obligations.

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(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.

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 Article 15

Supervision and Monitoring during Maintenance

15.1 Inspection by the Contractor

(i) The Authority’s Engineer shall undertake regular inspections to evaluate

continuously the compliance with the Maintenance Requirements.

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

15.2 Inspection and payments

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

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

(iii) For each case of non-compliance of Maintenance Requirements as specified in the

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

(iv) Any deduction made on account of non-compliance will not be paid subsequently
even after establishing the compliance thereof. Such deductions will continue to be
made every month until the compliance is procured.

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15.3 Tests

For determining that the Project 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.

15.5 Incident Management System

All provisions for incident Management System (IMS) as per Ministry’s OM no. RW/G-
23012/01/2019-W&A(Part-III) dated 09.04.2021, Ministry's Letter No. RW/G-23012/01/2019-
W&.A([Link]) dated 09.02.2021 - SOP for IMS, Ministry's Letter No. Rw/G-23012/01/2019-
W&.A([Link]) dated 09.02.2021 lmptementation of IMS for all new devetopment projects and PR /
IRQP works, Ministry's Letter No. RW/G-23012/0112019-W&.A([Link]) dated 22.03.2021 – Model
ToR for lMS and Schedule-C shall be complied.

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 Article 16

Traffic Regulation

16.1 Traffic regulation by the Contractor

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

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

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 Article 17

Defects Liability

17.1 Defects Liability Period

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

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

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17.3 Cost of remedying Defects

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

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

a) the design of the Project;

b) Plant, Materials or workmanship not being in accordance with this Agreement
and the Specifications and Standards;
c) improper maintenance during construction of the Project Highway by the
Contractor; and/ or
d) failure by the Contractor to comply with any other obligation under this
Agreement.

17.4 Contractor’s failure to rectify Defects

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

17.5 Extension of Defects Liability Period

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

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 Article 18

Authority’s Engineer

18.1 Appointment of the Authority’s Engineer

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

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

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

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

18.2 Duties and authority of the Authority’s Engineer

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

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

(ii) No decision or communication of the Authority’s Engineer shall be effective or valid

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

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

(iv) The Authority’s Engineer shall ensure that NSV survey shall be conducted at the
following intervals:

a)Before start of the work,

b) Before issue of provisional/ final completion certificate,
c) Every 6 months after completion of work

The NSV reports shall be uploaded on PMIS and RAMS portal

([Link]

(v) The Authority’s Engineer in consultation with the Authority shall update PMIS Portal
of the Ministry ([Link] and also ensure uploading
Monthly and Quarterly Progress Report along with Strip Chart on PMIS Portal. Such
updations shall be done on the last date of every month/ quarter and if required, on a
weekly basis as advised by the Authority. Monthly invoices towards services of the
Authority’s Engineer shall not be admitted for payment in case of non-compliance of
the above.

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.

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

18.4 Instructions of the Authority’s Engineer

(i) The Authority’s Engineer may issue instructions for remedying any Defect(s) to the
Contractor. The Contractor shall take such instructions from the Authority’s Engineer,
or from an assistant to whom appropriate authority has been delegated under Clause
18.3.

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

(iii) In case the Contractor does not receive the confirmation of the oral instructions within
the time specified in Clause 18.4 (ii), the Contractor shall seek the written confirmation
of the oral instructions from the Authority’s Engineer. The Contractor shall obtain
acknowledgement from the Authority’s Engineer of the communication seeking
written confirmation. In case of failure of the Authority’s Engineer or its delegated
assistant to reply to the Contractor within 2 (two) days of the receipt of the
communication from the Contractor, the Contractor may not carry out the
instructions.

(iv) In case of any dispute on any of the instructions issued by the delegated assistant, the
Contractor may refer the dispute to the Authority’s Engineer, who shall then confirm,
reverse or vary the instructions within 3 (three) business days of the dispute being
referred.

18.5 Determination by the Authority’s Engineer

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

(ii) Each Party shall give effect to each agreement or determination made by the
Authority’s Engineer in accordance with the provisions of this Agreement. Provided,
however, that if any Party disputes any instruction, decision, direction or
determination of the Authority’s Engineer, the Dispute shall be resolved in
accordance with the Dispute Resolution Procedure.

18.6 Remuneration of the Authority’s Engineer

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

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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).

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 Part IV

Financial Covenants

92
 Article 19

Payments

19.1 Contract Price

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

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

(iii) The Contract Price shall not be adjusted for any change in costs stated in Clause 19.1
(ii) above, except as stated in Clauses 19.10 and 19.17.

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

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

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

19.2 Advance Payment

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

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 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 is considered by the Authority’s Engineer to be necessary for

the works and
B) this new equipment should be procured in the name of Contractor and is verified
by Authority’s Engineer to have been brought to site.

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

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

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

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

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

(vi) The Advance Payment shall be repaid through percentage deductions from the stage
payments determined by the Authority’s Engineer in accordance with Clause 19.5, as
follows:

deductions shall commence in the first Stage Payment Statement;

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 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;
if total certified stage payments (excluding the Advance Payment and deductions and
repayments of retention) does not exceed 20% (twenty percent) of the Contract Price
within [50% of the Scheduled Construction Period] from the Appointed Date then the
Advance Payment including interest shall be recovered by encashment of the Bank
Guarantee for the Advance Payment.

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

19.3 Procedure for estimating the payment for the Works

(i) The Authority shall make interim payments to the Contractor as certified by the
Authority’s Engineer on completion of a stage, in a length, number or area as specified
and valued in accordance with the proportion of the Contract Price assigned to each
item and its stage in Schedule-H.

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

(iii) Any reduction in the Contract Price arising out of Change of Scope or the works
withdrawn under Clause 8.3 shall not affect the amounts payable for the items or stage
payments thereof which are not affected by such Change of Scope or withdrawal. For
avoidance of doubt and by way of illustration, the Parties agree that if the amount
assigned to Major Bridges is reduced from Rs. 100 crore to Rs. 80 crore owing to
Change of Scope or withdrawal of work, the reduction in payment shall be restricted
to relevant payments for Major Bridges only and the payment due in respect of all
other stage payments under the item Major Bridges shall not be affected in any
manner. The Parties further agree that the adjustments arising out of the aforesaid
modifications shall be carried out in a manner that the impact of such modifications is
restricted to the said Change of Scope or withdrawal, as the case may be, and does not
alter the payments due for and in respect of items or stage payments which do not
form part of such Change of Scope or withdrawal.

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19.4 Stage Payment Statement for Works

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

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

19.5 Stage Payment for Works

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

(ii) Within 15 (fifteen) days of the receipt of the Stage Payment Statement referred to in
Clause 19.4, the Authority’s Engineer shall determine and shall deliver to the
Authority and the Contractor an IPC certifying the amount due and payable to the
Contractor, after adjusting the payments already released to the Contractor against
the said statement. For the avoidance of doubt, the Parties agree that the IPC shall
specify all the amounts that have been deducted from the Stage Payment Statement
and the reasons therefor.

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

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

a) the estimated value of work or obligation that the Contractor has failed to perform
in accordance with this Agreement and the Authority’s Engineer had notified the
Contractor; and
b) the estimated cost of rectification of work done being not in accordance with this
Agreement.

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

19.6 Monthly Maintenance Statement of the Project Highway

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

94
 (seventh) day of each month in the format set forth in Schedule-O for the Maintenance
of the Project Highway during the previous month.

(vii) 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.

(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.

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19.9 Time of payment and interest

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

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

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

19.10 Price adjustment for the Works

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

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

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

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

96
a) Price adjustment shall be applied on completion of the specified stage of the
respective item of work in accordance with Schedule-H;
b) Adjustment for each item of work/stage shall be made separately;
c) The following expressions and meanings are assigned to the value of the work
done:
RW= Value of work done for the completion of a stage under the following
items of Schedule-H:
i. Road works; and
ii. Other works
BR = Value of work done for the completion of a stage under the items Major
Bridges and Structures (Schedule-H)
Price adjustment for changes in cost shall be paid in accordance with the following
formulae:

(i)

(ii)

Where,

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

19.11 Restrictions on price adjustment

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

19.12 Price adjustment for Maintenance of Project Highway

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

Where

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 V= Increase or decrease in the quarterly lump sum payment

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

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

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

19.13 Final Payment Statement

(i) Within 60 (sixty) days after receiving the Completion Certificate under Clause 12.2, the
Contractor shall submit to the Authority’s Engineer for consideration 6 (six) copies of
a Final Payment Statement (the “Final Payment Statement”) for Works, with
supporting documents showing in detail, in the form prescribed by the Authority’s
Engineer:

the summary of Contractor’s Stage Payment claims for Works as submitted in

accordance with Clause 19.4;
the amounts received from the Authority against each claim; and
any further sums which the Contractor considers due to it from the Authority.
If the Authority’s Engineer disagrees with or cannot verify any part of the
Final Payment Statement, the Contractor shall submit such further information
as the Authority’s Engineer may reasonably require. The Authority’s Engineer
shall deliver to the Authority:
i. an IPC for those parts of the Final Payment Statement which are not in
dispute, along with a list of disputed items which shall then be settled in
accordance with the provisions of Article 26; or
ii. a Final Payment Certificate in accordance with Clause 19.15 if there are no
disputed items.

(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.

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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:

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

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

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

19.17 Change in law

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

(ii) If as a result of Change in Law, the Contractor benefits from any reduction in costs for
the execution of this Agreement or in accordance with the provisions of this

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 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.

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 Article 20

Insurance

20.1 Insurance for Works and Maintenance

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

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

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

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

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

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

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

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

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(v) Without prejudice to the obligations of the Parties as specified under Clauses 20.1 (iii)
and 20.1 (iv), the Contractor shall maintain or effect such third party insurances as
may be required under the Applicable Laws.

(vi) The Contractor shall provide to the Authority, 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.

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20.5 Waiver of subrogation

All insurance policies in respect of the insurance obtained by the Contractor pursuant
to this Article 20 shall include a waiver of any and all rights of subrogation or
recovery of the insurers thereunder against, inter alia, the Authority, and its assigns,
successors, undertakings and their subsidiaries, Affiliates, employees, insurers and
underwriters, and of any right of the insurers to any set-off or counterclaim or any
other deduction, whether by attachment or otherwise, in respect of any liability of any
such person insured under any such policy or in any way connected with any loss,
liability or obligation covered by such policies of insurance.

20.6 Contractor’s waiver

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

20.7 Cross liabilities

Any such insurance maintained or effected in pursuance of this Article 20 shall include
a cross liability clause such that the insurance shall apply to the Contractor and to the
Authority as separately insured.

20.8 Accident or injury to workmen

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

between the Parties that the Authority shall not be liable for or in respect of any
damages or compensation payable to any workman or other person in the
employment of the Contractor or Sub-contractor, save and except as for death or injury
resulting from any act, omission or 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

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

20.10 Application of insurance proceeds

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

20.11 Compliance with policy conditions

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

20.12 General Requirements of Insurance Policies

The Contractor must:

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

is required to effect under the Contract, together with receipts for the premiums;
b) effect all insurances for which the Contractor is responsible with an insurer
approved by the Authority;
c) make no material changes to the terms of any insurance without the Authority’s
approval;
d) in all respects comply with any conditions stipulated in the insurance policies
which the Contractor is required to effect under the Agreement or which the
Authority has effected in relation to the Facility and notified to the Contractor;
and shall provide all assistance to the Authority in the application for, and
finalization of, such comprehensive insurance package;
e) regardless of the extent of settlement of claims by the underwriters or the time
taken for settlement of claims, the Contractor shall make good any loss, or damage
at its own cost promptly;
f) provide all assistance to the Authority in the application for, and finalization of,
such comprehensive insurance package;
g) pay the Contractor's share of the insurance premiums for insurance premiums
allocated under such comprehensive insurance package policy to the insurances
directly to the insurance provider promptly on demand. In case the Contractor
fails to make such payment in time, the Authority may elect to pay the

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 Contractor's share and adjust it against amounts payable to the Contractor under
this Agreement;
h) in the case of occurrence of any event leading to an insurance claim, promptly
follow the procedures specified by the insurance provider, and provide full
cooperation and access to the insurance provider or its representative, to settle
the claim expeditiously;
i) require all the Sub-Contractors providing equipment and materials or services to
the Contractor or the Authority to obtain, maintain and keep in force during the
time in which they are involved in the performance of the Works hereunder
insurance coverage consistent with the Contractor's insurance obligations
hereunder and the Contractor shall also be responsible for fulfillment of this
requirement; and
j) the required insurance coverage and the Contractor's obligations-referred to shall
in no way affect or limit the Contractor's liability with respect to its performance
of the Works. Nothing in this Section shall limit or relieve the Contractor of its
liabilities and obligations under this Agreement.

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 Part V

Force Majeure and Termination

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 Article 21

Force Majeure

21.1 Force Majeure

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

21.2 Non-Political Event

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

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

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

21.3 Indirect Political Event

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

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 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.

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;

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

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

(iii) For so long as the Affected Party continues to claim to be materially affected by such
Force Majeure Event, it shall provide the other Party with regular (and not less than
weekly) reports containing information as required by Clause 21.5 (i), and such other
information as the other Party may reasonably request the Affected Party to provide.

21.6 Effect of Force Majeure Event on the Agreement

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

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

(ii) Save and except as expressly provided in this Article 21, neither Party shall be liable
in any manner whatsoever to the other Party in respect of any loss, damage, cost,
expense, claims, demands and proceedings relating to or arising out of occurrence or
existence of any Force Majeure Event or exercise of any right pursuant hereto.

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

21.7 Termination Notice for Force Majeure Event

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

21.8 Termination Payment for Force Majeure Event

(i) In the event of this Agreement being terminated on account of a Non-Political Event,
the Termination Payment shall be an amount equal to the sum payable under Clause
23.5.

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

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

shall include:

a) any sums due and payable under Clause 23.5; and

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

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

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

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

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21.9 Dispute resolution

In the event that the Parties are unable to agree in good faith about the occurrence or
existence of a Force Majeure Event, such Dispute shall be finally settled in accordance
with the Dispute Resolution Procedure; provided that the burden of proof as to the
occurrence or existence of such Force Majeure Event shall be upon the Party claiming
relief and/ or excuse on account of such Force Majeure Event.

21.10 Excuse from performance of obligations

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

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

duration than is reasonably required by the Force Majeure Event;
b) the Affected Party shall make all reasonable efforts to mitigate or limit damage to
the other Party arising out of or as a result of the existence or occurrence of such
Force Majeure Event and to cure the same with due diligence; and
c) when the Affected Party is able to resume performance of its obligations under
this Agreement, it shall give to the other Party notice to that effect and shall
promptly resume performance of its obligations hereunder.

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 Article 22

Suspension of Contractor’s Rights

22.1 Suspension upon Contractor Default

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

prejudice to its other rights and remedies under this Agreement including its rights of
Termination hereunder, to (i) suspend carrying out of the Works or Maintenance or
any part thereof, and (ii) carry out such Works or Maintenance itself or 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.

22.4 Termination

(i) At any time during the period of Suspension under this Article 22, the Contractor may
by notice require the Authority to revoke the Suspension and issue a Termination
Notice. The Authority shall, within 15 (fifteen) days of receipt of such notice,
terminate this Agreement under and in accordance with Article 23.

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

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 Article 23

Termination

23.1 Termination for Contractor Default

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

a) the Contractor fails to provide, extend or replenish, as the case may be, the
Performance Security in accordance with this Agreement;
b) after the replenishment or furnishing of fresh Performance Security in accordance
with Clause 7.3, the Contractor fails to cure, within a Cure Period of 30 (thirty)
days, the Contractor Default for which the whole or part of the Performance
Security was appropriated;
c) the Contractor does not achieve the latest outstanding Project Milestone due in
accordance with the provisions of Schedule-J, subject to any Time Extension, and
continues to be in default for 45 (forty five) days;
d) the Contractor abandons or manifests intention to abandon the construction or
Maintenance of the Project Highway without the prior written consent of the
Authority;
e) the Contractor fails to proceed with the Works in accordance with the provisions
of Clause 10.1 or stops Works and/or the Maintenance for 30 (thirty) days
without reflecting the same in the current programme and such stoppage has not
been authorised by the Authority’s Engineer;
f) the Project Completion Date does not occur within the period specified in
Schedule-J for the Scheduled Completion Date, or any extension thereof;
g) the Contractor fails to rectify any Defect, the non-rectification of which shall have a
Material Adverse Effect on the Project, within the time specified in this Agreement
or as directed by the Authority’s Engineer;
h) the Contractor subcontracts the Works or any part thereof in violation of this
Agreement or assigns any part of the Works or the Maintenance without the prior
approval of the Authority;
i) the Contractor creates any Encumbrance in breach of this Agreement;
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:
the amalgamated or reconstructed entity has the capability and
experience necessary for the performance of its obligations under this
Agreement; and
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:
a. for doing or forbearing to do any action in relation to the Contract, or
b. for showing or forbearing to show favour or disfavour to any person
in relation to the Contract,
or if any of the Contractor’s personnel, agents or subcontractors gives or
offers to give (directly or indirectly) to any person any such inducement or
reward as is described in this sub-paragraph (s). However, lawful

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

iii) 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.

iv) 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.

v) 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;

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

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

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

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

23.3 Termination for Authority’s convenience

Notwithstanding anything stated hereinabove, the Authority may terminate this

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

23.4 Requirements after Termination

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

a) deliver all relevant records, reports, Intellectual Property and other licences
pertaining to the Works, Maintenance, other design documents;

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 b) transfer and/or deliver all Applicable Permits to the extent permissible under
Applicable Laws; and
c) vacate the Site within 15 (fifteen) days.

23.5 Valuation of Unpaid Works

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

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

ii) The Valuation of Unpaid Works shall be communicated to the Authority, with a copy
to the Contractor, within a period of 30 (thirty) days from the date of
Termination.

23.6 Termination Payment

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

a) encash and appropriate the Performance Security, Additional Performance

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

(ii) Upon Termination on account of an Authority Default under Clause 23.2 or for
Authority’s convenience under Clause 23.3, the Authority shall:

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 a) return the Performance Security, Additional Performance Security and Retention
Money forthwith;
b) encash and appropriate the bank guarantee, if any, for and in respect of the
outstanding Advance Payment; and
c) pay to the Contractor, by way of Termination Payment, an amount equal to:
i. Valuation of Unpaid Works;
ii. the reasonable cost of temporary works, as determined by the Authority’s
Engineer; and
iii. 10% (ten per cent) of the cost of the Works and Maintenance that are not
commenced or not completed,
and shall adjust from the sum thereof (i) any other amounts payable or
recoverable, as the case may be, in accordance with the provisions of this
Agreement, and (ii) all taxes due to be deducted at source.

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

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

23.7 Other rights and obligations of the Parties

Upon Termination for any reason whatsoever:

a) property and ownership in all Materials, Plant and Works and the Project
Highway shall, as between the Contractor and the Authority, vest in the Authority
in whole; provided that the foregoing shall be without prejudice to Clause 23.6;
b) risk of loss or damage to any Materials, Plant or Works and the care and custody
thereof shall pass from the Contractor to the Authority; and
c) the Authority shall be entitled to restrain the Contractor and any person claiming
through or under the Agreement from entering upon the Site or any part of the
Project, which have not been vested in the Authority in accordance with the
provisions of this Agreement.

23.8 Survival of rights

Notwithstanding anything to the contrary contained in this Agreement any

Termination pursuant to the provisions of this Agreement shall be without prejudice

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 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.

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 Part VI

Other Provisions

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 Article 24

Assignment and Charges

24.1 Restrictions on assignment and charges

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

24.2 Hypothecation of Materials or Plant

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

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

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 Article 25

Liability and Indemnity

25.1 General indemnity

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

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

25.3 Notice and contest of claims

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

25.4 Defence of claims

(i) The Indemnified Party shall have the right, but not the obligation, to contest, defend
and litigate any claim, action, suit or proceeding by any third party alleged or asserted
against such Party in respect of, resulting from, related to or arising out of any matter
for which it is entitled to be indemnified hereunder, and reasonable costs and expenses
thereof shall be indemnified by the Indemnifying Party. If the Indemnifying Party
acknowledges in writing its obligation to indemnify the Indemnified Party in respect
of loss to the full extent provided by this Article 25, the Indemnifying Party shall be
entitled, at its option, to assume and control the defence of such claim, action, suit or
proceeding, liabilities, payments and obligations at its expense and through the
counsel of its choice; provided it gives prompt notice of its intention to do so to the
Indemnified Party and reimburses the Indemnified Party for the reasonable cost and
expenses incurred by the Indemnified Party prior to the assumption by the
Indemnifying 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

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 participate in such action, but the fees and expenses of such counsel shall be at the
expense of the Indemnified Party, when and as incurred, unless:

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

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

25.5 Survival on Termination

The provisions of this Article 25 shall survive Termination.

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 Article 26

Dispute Resolution

26.1 Dispute Resolution

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

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

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

(iii) Dispute Resolution Board (DRB):

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

26.2 Conciliation

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

26.3 Arbitration

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/RS/5Wl049/2013 duly represented by Authority and National Highways
Builders Federation (NHBF). The dispute shall be dealt with in terms of Rules of SAROD. The
detailed procedure for conducting Arbitration shall be governed by the Rules of SAROD and
provisions of Arbitration & Conciliation Act, 1996, as amended from time to time. The
Dispute shall be governed by Substantive Law of India.

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

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

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

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

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

26.3.2 The arbitrators shall make a reasoned award (the “Award”). Any Award made in any
arbitration held pursuant to this Article // 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.

26.3.1. 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.

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 Article 27

Miscellaneous

27.1 Governing law and jurisdiction

This Agreement shall be construed and interpreted in accordance with and governed
by the laws of India, and the courts at [Nainital] 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: -

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 a) shall not operate or be construed as a waiver of any other or subsequent default
hereof or of other provisions of or obligations under this Agreement;
b) shall not be effective unless it is in writing and executed by a duly authorised
representative of the Party; and
c) shall not affect the validity or enforceability of this Agreement in any manner.

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

27.5 Liability for review of Documents and Drawings

Except to the extent expressly provided in this Agreement:

a) no review, comment or approval by the Authority or the Authority’s Engineer of

any Document or Drawing submitted by the Contractor nor any observation or
inspection of the construction, or maintenance of the Project Highway nor the
failure to review, approve, comment, observe or inspect hereunder shall relieve or
absolve the Contractor from its obligations, duties and liabilities under this
Agreement, the Applicable Laws and Applicable Permits; and
b) the Authority shall not be liable to the Contractor by reason of any review,
comment, approval, observation or inspection referred to in Sub-clause (a) above.

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.

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27.8 Entire Agreement

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

27.9 Severability

If for any reason whatever, any provision of this Agreement is or becomes invalid,
illegal or unenforceable or is declared by any court of competent jurisdiction or any
other instrumentality to be invalid, illegal or unenforceable, the validity, legality or
enforceability of the remaining provisions shall not be affected in any manner, and the
Parties will negotiate in good faith with a view to agreeing to one or more provisions
which may be substituted for such invalid, unenforceable or illegal provisions, as
nearly as is practicable to such invalid, illegal or unenforceable provision. Failure to
agree upon any such provisions shall not be subject to the Dispute Resolution
Procedure set forth under this Agreement or otherwise.

27.10 No partnership

This Agreement shall not be interpreted or construed to create an association, joint

venture or partnership between the Parties, or to impose any partnership obligation
or liability upon either Party, and neither Party shall have any right, power or
authority to enter into any agreement or undertaking for, or act on behalf of, or to act
as or be an agent or representative of, or to otherwisebind, the other Party.

27.11 Third parties

This Agreement is intended solely for the benefit of the Parties and their respective
successors and permitted assigns, and nothing in this Agreement shall be construed
to create any duty to, standard of care with reference to, or any liability to, any person
not a Party to this Agreement.

27.12 Successors and assigns

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

135
27.13 Notices

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

a) in the case of the Contractor, be given by facsimile or e-mail and by letter

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

27.14 Language

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

27.15 Counterparts

This Agreement may be executed in two counterparts, each of which, when executed
and delivered, shall constitute an original of this Agreement.

27.16 Confidentiality

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

136
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

(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.

137
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
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

138
 without the Authority’s consent, be copied, used or communicating to a third party by
the Contractor, except as necessary for the purposes of the Agreement.

27.22 Access to the Site by Others

The Contractor shall, at all times, afford access to the Site to the authorized
representatives of the Authority, the Authority’s Engineer and anyone else authorized
by the Authority to access the site and to the persons duly authorized by any
Governmental Agency having jurisdiction over the Project, including those concerned
with safety, security or environmental protection to inspect the Project Highway and
to investigate any matter within their authority and upon reasonable notice, the
Contractor shall provide to such persons reasonable assistance necessary to carry out
their respective duties and functions with minimum disruption to the construction,
operation and maintenance of the Project Highway consistent with the purpose for
which such persons have gained such access to the Site.

27.23 Term

This Agreement shall come into force and effect from the date first hereinabove
written and shall remain in force and effect till the Termination Date i.e. the Parties
perform all their respective obligations or is terminated by any of the Parties for the
reasons and in the manner provided for in the Agreement.

27.24 Amendments

The Agreement may not be supplemented, amended, modified or changed except by

an instrument in writing signed by the Contractor and the Authority and expressed to
be a supplement, modification or change to the Agreement.

27.25 Representation and Bribes

The Contractor represents and warrants to the Authority that:

a) No representation or warranty by the Contractor contained herein or in any other

document furnished by it to the Authority, or to any Governmental
Instrumentality in relation to Applicable Permits contains or will contain any
untrue statement of material fact or omits or will omit to state a material fact
necessary to make such representation or warranty not misleading; and
b) It warrants that no sums, in cash or kind, have been paid or will be paid by or on
behalf of the Contractor, to any person by way of fees, commission or otherwise
for securing or entering into the Contractor for influencing or attempting to
influence any officer or employee of the Authority or GOI in connection therewith.

27.26 No Agency

The Agreement does not constitute either Party as the agent, partner or legal
representative of the other for any purposes whatsoever, and neither Party shall have

139
 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.

140
Schedules

141
 Schedule-A

(See Clauses 2.1 and 8.1)

Site of the Project

1 The Site

Site of the “Construction of Champawat Bypass with two lane with paved shoulder
configuration starting from existing chainage 121.700 to existing chainage
129.450 (Design Length 9.847) of NH-125 in District-Champawat in the state of
Uttarakhand on EPC.”. for the year 2024-25. (Job No. RO/UK/NH-09(Old NH
125)/2024-25/710) Project Highway shall include the road works as described in Annex-I of this
Schedule-A.

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

(ii) An inventory of the Site including the land, buildings, structures, road works, trees and any
other immovable property on, or attached to, the Site shall be prepared jointly by the
Authority Representative and the Contractor, and such inventory shall form part of the
memorandum referred to in Clause8.2 (i) of this Agreement.

(iii) The alignment plans of the Project Highway are specified in Annex-III. In the case of
sections where no modification in the existing alignment of the Project Highway is
contemplated, the alignment plan has not been provided. Alignment plans have only been
given for sections where the existing alignment is proposed to be upgraded. The proposed
profile of the Project Highways shall be followed by the contractor with minimum FRL as
indicated in the alignment plan. The Contractor, however, improve/upgrade the Road Profile
as indicated in Annex-III based on site/design requirement.

(iv) The status of the environment clearances obtained or awaited is given in Annex-IV.

142
 Annex – I

(Schedule-A)

Site

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

1. Site

The Site of the “Construction of Champawat Bypass with two lane with paved shoulder
configuration starting from existing chainage 121.700 to existing chainage
129.450 (Design Length 9.847) of NH-125 in District-Champawat in the state
of Uttarakhand on EPC.”. for the year 2024-25. (Job No. RO/UK/NH-09(Old
NH 125)/2024-25/710)” The land, carriageway and structures comprising the Site are
described below.

2. Land

The Site of the Project Highway comprises the land as described below:

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

Gree
129.450(
1 121.700(00.00) 24.00 n
9.847)
Field

3. Carriageway

143
 Green Field.

4. Major Bridges

The Site includes the following Major Bridges:

S. Chainage(k Type of Structure No. of Spans Width(

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

Nil

144
5. Road over-bridges (ROB)/Road under-bridges (RUB)

The Site includes the following ROB (road over railway line)/RUB (road under railway line):

S. Chainage(k Type of Structure No. of Spans Width( ROB/R

m) with span m) UB
No. length(m)
Foundation Superstructure

NIL

6. Grade separators

The Site includes the following grade separators:

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

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

NIL

7. Minor bridges/Cause way

The Site includes the following minor bridges:

S. Chainage(k Type of Structure No. of Spans Width(

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

145
 NIL

8. Railway level crossings

The Site includes the following railway level crossings:

S. No. Location(km) Remarks

NIL

146
 9. Underpas

ses (vehicular, non-vehicular) The Site includes

the following underpasses:

No. of Spans with Width(m)

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

NIL

10. Culverts

The Site has the following culverts:

[Link]. Culvert No. Type of Culvert Length Remarks

NIL

11. Bus bays

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

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

Side

Nil

147
12. Truck Lay byes

The details of truck lay byes are as follows:

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

Side

Nil

13. Road side drains

The details of the road side drains are as follows:

S. No. Location Type

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

Nil

14. Major junctions

The details of major junctions are as follows:

Sl. Design Type of

Side Nature Remarks
No. Chainage Junction

Junction
Y- Major
1 0+000 - improvement at
Junction Junction
start of bypass

Cross Major
2 9+850 - Junction
Junction Junction
improvement at

148
 end of bypass

15. Minor junctions

The details of the minor junctions are as follows:

Sl. Design Type of

Side Nature Remarks
No. Chainage Junction

LHS Cross Minor To Village Rakri

1 0+150
RHS Junction Junction Fulara

approach road to
RHS Cross Minor
2 0+430 Government PG
LHS Junction Junction
college

LHS Cross Minor

3 1+850 To Kaflang Village
RHS Junction Junction

RHS Cross Minor

4 1+940 To Village
LHS Junction Junction

To Manch Tamli
RHS Cross Minor
5 3+230 Road
LHS Junction Junction
LHS Tea Garden

RHS Chauki
RHS Cross Minor
6 4+750 Village
LHS Junction Junction
LHS Manch Tamli

RHS Gaudi
RHS Cross Minor Village
7 5+120
LHS Junction Junction LHS Cahuki
Village

149
 RHS Tilon Village
Cross Minor
8 6+900 RHS LHS Cahuki
Junction Junction
Village

RHS DM
LHS Cross Minor
9 8+920 Residence
RHS Junction Junction
LHS Dhalchina

16. Bypasses

The details of the existing road sections proposed to be by passed areas follows:

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

(town) to km Km)

Nil

[17. Other structures]

[Provide details of other structures, if any.]

S. No. Name Of Structure Chainage Remark

Toilet 3.380 Separate

Toilet
Structur
e
2.00mx1.
50m

150
 Annex– II

(As per Clause 8.3

(i))(Schedule-A)

Dates for providing Right of Way of Construction Zone

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

Length Width Date of

Sl. No From km to km (km) (m) providing

Right of Way*

(1) (2) (3) (4) (5)

(i) Full Right of Way (full width) 121.700(00.00) 9.8 2 Available

to 47 4 at the time
129.450(9.847) of award

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

151
 Annex - III(Schedule-

A)

Alignment Plans

The existing alignment of the Project Highway shall not be modified

152
 Annex – IV

(Schedule-A)

Environment Clearances

No environmental clearances required for the project

153
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SCHEDULE - B

Schedule-B,
1
Champawat Bypass
 SCHEDULE-B

(SeeClause2.1)

Development of the Project Highway

1 Development of the Project Highway

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

2 Rehabilitation and Augmentation

[Rehabilitation and Augmentation] shall include (Two laning and strengthening) of

the Project highway as described in Annexure I of this schedule-B & in schedule-C.

3 Specifications and Standards

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

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Annex-I

(Schedule-B)

Description of two lane with paved shoulder

The Project starts from km 0.000 near Chaikuni Bora village (Existing km 121.700 of NH
125) and ends at km 9.847 (Existing km 129.450 of NH-125). The design length of this
Champawat bypass alignment is 9.847 Km.

1 Widening of the Existing Highway

(i) The Project Highway shall follow the proposed alignment as specified by the
Authority and shown in the alignment plans specified in Annex III of Schedule-A.
Geometric deficiencies, if any, in the existing horizontal and vertical profiles
shall be corrected as per the prescribed standards for Plain / Rolling terrain to
the extent land is available.

(ii) Width of Carriageway

(a) Two-Laning with paved shoulders shall be undertaken. The paved carriageway
shall be 7m wide in accordance with the typical cross sections drawings in the
Manual (IRC SP-73:2018).
Provided that in the built-up areas [refer to paragraphs 2.1 (ii) (a) of the Manual and
provide necessary details]: the width of the carriageway (Including paved shoulder) shall
be as specified in the following table:

Schedule-B,
3
Champawat Bypass
 Location/Design
Chainage (km)
Sl. Built-up Stretch Paved Width Typical Cross
No (Township) (m) Section
From To

Nil

(b) Except as otherwise provided in this Agreement, the width of the paved
carriageway and cross-sectional features shall confirm to paragraph 1.1 above.

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 Request for Proposal –bid
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2. Geometric design and General features

(i) General
Geometric design and general features of the Project Highway shall be in accordance with
Section 2 of the two lane manual.

(ii) Design speed

The design speed shall be the minimum design speed of 80 km/hr for Plain/Rolling terrain
and 40 km per hr for Hilly/Mountainous terrain.

(iii) Improvement of the existing road geometrics

[Refer to paragraph 2.1(v) of the manual and provide details]

In the following sections where improvement of the existing road geometrics to the
prescribed standard is not possible, the existing road geometrics shall be improved to the
extent possible within the given ROW and proper road signs and safety measures shall be
provided:

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

Nil

Schedule-B,
5
Champawat Bypass
 (iv) Right of way

Details of the Right of Way is given below:

Design Chainage (km) Proposed

Sl.
Width (m)
From To Length (km) Remarks
No.

1. 0.000 9.847 9.847 24

(v) Type of shoulders

(a) In Built up sections, Footpath/Fully paved shoulders shall be provided in the following
stretches:

Stretch(km) References to
Sl. Cross Section
Fully Paved shoulders/Footpath
No. From To

Nil

(b) In open country, paved shoulders of 1.5 m width shall be provided and earthen
shoulder of 1m width shall be provided with granular material as per TCS shown
in clause XI of Schedule B.

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

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(vi) Lateral and vertical clearances at underpasses

(a) Lateral and vertical clearances at underpasses and provision of guardrails/crash

barriers shall be as per the provision of Two lane manual.

(b) Lateral clearance: The width of the opening at the under passes shall be as follows:
Location(Chainage) Span/Opening
(From km to km) (m)
[Link]. Remarks

Nil

(vii) Lateral and vertical clearances at overpasses

(a) Lateral and vertical clearances at overpasses shall be as the provision of

relevant Manual.

(b) Lateral clearance: The width of the opening at the overpasses shall be as followed:

Location (Chainage) Span/Opening

[Link]. (m) Remarks
(From km to km)

Nil

Schedule-B,
7
Champawat Bypass
 (Viii) Service roads

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

Location of Service road

Right hand side (RHS)/Left hand
(from km to km)
side (LHS)/ or Both sides
Length (km) of
[Link].
Service road
From To

Nil

(IX) Grade separated structures

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

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

Number and
Location of Length Approach Remarks, If
length of spans
structure (m) Gradient any
[Link]. (m)

Nil

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

Type of Cross road at

Sl. Remarks, If
structure
any
Location Length(m) Existing Raised Lowered
No.
level Level Level

Nil

Schedule-B,
9
Champawat Bypass
 (X) Cattle and pedestrian underpass/overpass

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

[Refer to the provision of relevant Manual and specify the requirements of Cattle and
pedestrian underpass/ overpass]

[Link]. Location TypeofCrossing

Nil

(XI) Typical cross-sections of the Project Highway

Typical Cross section of Project road is as shown below –

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Schedule-B,
11
Champawat Bypass
12
 Request for Proposal –bid
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Schedule-B,
13
Champawat Bypass
14
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TCS Schedules:-

Design Chainage (m) Bridge Length TCS

REMARK
Length (m) TYPE
From To (m)

0+000 0+040 40 TCS-3 Two lane widening in

open Area with Valley
0+040 0+160 50 70 TCS-5 Two lane widening in
open Area With both
0+160 0+360 200 TCS-1 Two lane widening in
open Area with Both side
0+360 0+540 180 TCS-2 Two lane widening in
open Area without
0+540 0+680 20 120 TCS-1 Two lane widening in
open Area with Both side
0+680 0+720 40 TCS-3 Two lane widening in
open Area with Valley
0+720 0+780 60 TCS-1 Two lane widening in
open Area with Both side

Schedule-B,
15
Champawat Bypass
 Design Chainage (m) Bridge Length TCS
REMARK
Length (m) TYPE
From To (m)

0+780 0+940 160 TCS-2 Two lane widening in

open Area without
0+940 1+100 160 TCS-4 Two lane widening in
open Area with Hill side
1+100 1+280 30 150 TCS-1 Two lane widening in
open Area with Both side
1+280 1+440 160 TCS-4 Two lane widening in
open Area with Hill side
1+440 1+580 140 TCS-2 Two lane widening in
open Area without
1+580 1+720 140 TCS-1 Two lane widening in
open Area with Both side
1+720 1+820 20 80 TCS-2 Two lane widening in
open Area without
1+820 2+080 260 TCS-4 Two lane widening in
open Area with Hill side
2+080 2+160 80 TCS-3 Two lane widening in
open Area with Valley
2+160 2+440 280 TCS-4 Two lane widening in
open Area with Hill side
2+440 2+500 60 TCS-2 Two lane widening in
open Area without
2+500 2+660 160 TCS-3 Two lane widening in
open Area with Valley
2+660 2+860 200 TCS-2 Two lane widening in
open Area without
2+860 2+940 80 TCS-6 Two lane with paved
shoulder in hill section
2+940 3+420 480 TCS-2 Two lane widening in
open Area without
3+420 3+460 40 TCS-6 Two lane with paved
shoulder in hill section
3+460 3+560 100 TCS-2 Two lane widening in
open Area without
3+560 3+920 360 TCS-4 Two lane widening in
open Area with Hill side
3+920 3+980 60 TCS-6 Two lane with paved
shoulder in hill section
3+980 4+100 120 TCS-4 Two lane widening in
open Area with Hill side

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Design Chainage (m) Bridge Length TCS

REMARK
Length (m) TYPE
From To (m)

4+100 4+340 240 TCS-2 Two lane widening in

open Area without
4+340 4+480 140 TCS-5 Two lane widening in
open Area With both
4+480 4+800 320 TCS-4 Two lane widening in
open Area with Hill side
4+800 5+040 240 TCS-3 Two lane widening in
open Area with valley
5+040 5+180 140 TCS-2 Two lane widening in
open Area without
5+180 5+320 140 TCS-5 Two lane widening in
open Area With both
5+320 5+360 40 TCS-2 Two lane widening in
open Area without
5+360 5+400 40 TCS-6 Two lane with paved
shoulder in hill section
5+400 5+440 40 TCS-2 Two lane widening in
open Area without
5+440 5+520 80 TCS-2 Two lane widening in
open Area without
5+520 5+760 240 TCS-4 Two lane widening in
open Area with Hill side
5+760 6+020 260 TCS-4 Two lane widening in
open Area with Hill side
6+020 6+140 120 TCS-2 Two lane widening in
open Area without
6+140 6+380 240 TCS-4 Two lane widening in
open Area with Hill side
6+380 6+600 50 170 TCS-3 Two lane widening in
open Area with Valley
6+600 6+780 180 TCS-2 Two lane widening in
open Area without
6+780 6+940 160 TCS-2 Two lane widening in
open Area without
6+940 7+100 160 TCS-4 Two lane widening in
open Area with Hill side
7+100 7+240 140 TCS-6 Two lane with paved
shoulder in hill section

Schedule-B,
17
Champawat Bypass
 Design Chainage (m) Bridge Length TCS
REMARK
Length (m) TYPE
From To (m)

7+240 7+480 240 TCS-4 Two lane widening in

open Area with Hill side
7+480 7+820 340 TCS-1 Two lane widening in
open Area with Both side
7+820 7+920 100 TCS-4 Two lane widening in
open Area with Hill side
7+920 8+120 200 TCS-1 Two lane widening in
open Area with Both side
8+120 8+180 60 TCS-4 Two lane widening in
open Area with Hill side
8+180 8+280 100 TCS-6 Two lane with paved
shoulder in hill section
8+280 8+320 40 TCS-4 Two lane widening in
open Area with Hill side
8+320 8+480 30 130 TCS-3 Two lane widening in
open Area with Valley
8+480 9+180 700 TCS-6 Two lane with paved
shoulder in hill section
9+180 9+240 60 TCS-4 Two lane widening in
open Area with Hill side
9+240 9+440 200 TCS-1 Two lane widening in
open Area with Both side
9+440 9+540 100 TCS-6 Two lane with paved
shoulder in hill section
9+540 9+680 140 TCS-4 Two lane widening in
open Area with Hill side
9+680 9+760 20 60 TCS-5 Two lane widening in
open Area With both
9+760 9+847 87 TCS-3 Two lane widening in
open Area with Valley
Total Length 220 9627

TCS description Length

Type

18
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of
TCS

TCS-
2 lane with protections works on hill & valley side 1410
1

TCS-
2 lane Widening in Open area without protections 2400
2

TCS-
2 lane with protections works on valley side 947
3

TCS-
2 lane with protections works on hill side 3200
4

TCS- Two lane widening in open Area With both Side Retaining
410
5 wall

TCS- TWO LANE WITH PAVED SHOULDER IN HILL SECTION

1260
6 (Both Side Cutting & Providing Protection Work)

3. Inter section and Grade Separators

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

[Refer to the provision of relevant Manual and specify the requirements. Explain where

Schedule-B,
19
Champawat Bypass
 necessary with drawings/sketches/general arrangement]

Properly designed intersections shall be provided at the locations and of the types and
features given in the tables below:

(i) At-Grade Intersections:

(a) Major junctions

Details of junctions are presented in Table below –

Design TYPE OF
Sr. TYP SID DESTINATIO
Chainag PAVMEN
No. E E N
e (Km) T

Start Point of
1. 0+000 Y RHS BT Champawat
Bypass

End Point of
2. 9+847 Y RHS BT Champawat
Bypass

(b) Minor junctions

The details of the minor junctions are as follows:

Design
Sr. No. TYPE SIDE DESTINATION
Chainage

LHS to Village road &

1. 0+160 + BHS
RHS to Village Road

20
 Request for Proposal –bid
document

Design
Sr. No. TYPE SIDE DESTINATION
Chainage

LHS to Degree Collage

2. 0+450 + BHS
& RHS to Village Road

3. 1+850 Y LHS To Police Line road

4. 1+940 Y RHS To Police Line road

RHS to Navodya
5. 3+230 + BHS School & LHS to
Village road

BHS to Machtamali
6. 4+750 + BHS
road

7. 5+130 + BHS BHS to village

BHS to Champawat-
8. 6+900 + BHS
Gauri road

RHS to Tilone village

9. 9+000 + BHS & LHS to DM
Residence

(ii) Grade separated intersection with/without ramps

Schedule-B,
21
Champawat Bypass
 Road to be
Minimum length of
carried
viaduct
Location over/under the
[Link]. Salient features
(km) structures
to be Provided

Nil

4. Road Embankment and cut section

(i) Widening and improvement of the existing road embankment/cuttings and

construction of new road embankment / cuttings shall conform to the
Specifications and Standards given in section- 4 of the Manual and the
specified cross sectional details. Deficiencies in the plan and profile of the
existing road shall be corrected.

(ii) Raising of the existing road [Refer to the provision of relevant Manual and
specify sections to be raised]

The existing road shall be raised in the following sections:

Sl. Section (from Extent of raising [Top

Length
km To km) of finished road level]
No.

Refer design plan & profile

5 Pavement Design

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

22
 Request for Proposal –bid
document

(ii) Type of pavement

Flexible pavement shall be adopted for Project Highway.

(iii) Design requirements

(a) Design Period and strategy

Flexible pavement shall be designed for a minimum design period of 15 years. Stage
construction shall not be permitted.

(b) Design Traffic

Notwithstanding anything to the contrary contained in this Agreement or the Manual, the
Contractor shall design the pavement for entire Project Highway for design traffic of not
less than 20 million standards axles (MSA).

6 Road Side Drainage

Drainage system including surface and subsurface drains for the Project Highway shall be
provided as per Section 6 of the Manual. However, Kerb channel drains shall be provided in
complete project highway as per Typical Cross Sections and Standards & Specifications.

Schedule-B,
23
Champawat Bypass
 7 Design of structures

(i) General

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

(b) Width of the carriageway of new bridges and structures shall be as follows:
[Refer to the provision of relevant Manual and specify the width of carriageway of new
bridges and structures of more than 60 (sixty) meter length, if the carriageway width is
different from 7.5 (seven point five) meters in the table below.]

Bridge Width of carriageway and Cross – Sectional

[Link]. (km) feature

1. 0+100 Carriageway 11m + 2X0.5 RCC Crash Barrier

2. 0+580 Carriageway 11m + 2X0.5 RCC Crash Barrier

3. 1+250 Carriageway 11m + 2X0.5 Safety Kerb + 2X0.45 RCC Crash Barrier

4. 1+700 Carriageway 11m + 2X0.5 RCC Crash Barrier

6+580 Carriageway 11m + 2X0.5 RCC Crash Barrier

5.

6. 8+440 Carriageway 11m + 2X0.5 RCC Crash Barrier

7. 9+750 Carriageway 11m + 2X0.5 RCC Crash Barrier

24
 Request for Proposal –bid
document

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

[Refer to the provision of relevant Manual and provide details of new Structures with
footpath.]

[Link]. Location (km) Remarks

Nil

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

[Refer to the provision of relevant Manual]

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

Utility services to
[Link]. Location(km) Remarks
be carried

1 0+100

2 0+580

3 1+250
OFC Cables, Electric Minor Bridge
Cables, etc
4 1+700

5 6+580

6 8+440

Schedule-B,
25
Champawat Bypass
 7 9+750

(f) Cross–section of the new culverts and bridges at deck level for the project
highway shall conform to the typical cross- sections given in the provision of
manual.

(ii) Culverts:

(a) Over all width of all culverts shall be equal to the roadway width of the approaches.

(b) Reconstruction of Existing Culverts:

The existing culverts at the following locations shall be re-constructed as new Box
culverts:

Sl. Culvert Span/Opening

Remarks, if any*
location(km) (m)
No.

Nil

(c) Widening of existing culverts

All existing culverts which are not to be reconstructed shall be widened to the road way
width of the Project Highway as per the typical cross section given in section 7 of the
Manual. Repairs and strengthening of existing structures where required shall be carried
out.

26
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document

Culvert Type, span, height and width of Repairs to be

location existing culvert (m) carried out [specify]
[Link].

Nil

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

Culvert location
Sl.
Design Chainage Span/Opening (m) Remarks
No.
(km)

1 0+320 1x2x2 Box Culvert

2 0+480 1x2x2 Box Culvert

3 0+680 1x2x2 Box Culvert

4 0+780 1x2x2 Box Culvert

5 0+880 1x4x4 Box Culvert

6 0+960 1x2x2 Box Culvert

7 1+120 1x2x2 Box Culvert

8 1+325 1x2x2 Box Culvert

Schedule-B,
27
Champawat Bypass
 Culvert location
Sl.
Design Chainage Span/Opening (m) Remarks
No.
(km)

9 1+480 1x5x5 Box Culvert

10 1+620 1x2x2 Box Culvert

11 1+800 1x2x2 Box Culvert

12 1+910 1x2x2 Box Culvert

13 2+010 1x5x5 Box Culvert

14 2+080 1x2x2 Box Culvert

15 2+110 1x4x4 Box Culvert

16 2+290 1x2x2 Box Culvert

17 2+520 1x2x2 Box Culvert

18 2+755 1x2x2 Box Culvert

19 2+890 1x4x4 Box Culvert

20 2+980 1x4x4 Box Culvert

21 3+090 1x2x2 Box Culvert

22 3+280 1x4x4 Box Culvert

23 3+350 1x2x2 Box Culvert

28
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Culvert location
Sl.
Design Chainage Span/Opening (m) Remarks
No.
(km)

24 3+490 1x4x4 Box Culvert

25 3+560 1x4x4 Box Culvert

26 3+610 1x2x2 Box Culvert

27 3+750 1x2x2 Box Culvert

28 3+830 1x2x2 Box Culvert

29 3+940 1x2x2 Box Culvert

30 4+120 1x2x2 Box Culvert

31 4+220 1x2x2 Box Culvert

32 4+350 1x2x2 Box Culvert

33 4+410 1x5x5 Box Culvert

34 4+550 1x2x2 Box Culvert

35 4+680 1x2x2 Box Culvert

36 4+790 1x2x2 Box Culvert

37 4+880 1x2x2 Box Culvert

38 5+120 1x2x2 Box Culvert

Schedule-B,
29
Champawat Bypass
 Culvert location
Sl.
Design Chainage Span/Opening (m) Remarks
No.
(km)

39 5+280 1x2x2 Box Culvert

40 5+320 1x2x2 Box Culvert

41 5+420 1x5x5 Box Culvert

42 5+570 1x2x2 Box Culvert

43 5+700 1x2x2 Box Culvert

44 5+770 1x5x5 Box Culvert

45 5+960 1x2x2 Box Culvert

46 5+990 1x2x2 Box Culvert

47 6+050 1x2x2 Box Culvert

48 6+160 1x4x4 Box Culvert

49 6+270 1x2x2 Box Culvert

50 6+390 1x2x2 Box Culvert

51 6+720 1x2x2 Box Culvert

52 6+880 1x2x2 Box Culvert

53 7+080 1x4x4 Box Culvert

54 7+280 1x2x2 Box Culvert

30
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Culvert location
Sl.
Design Chainage Span/Opening (m) Remarks
No.
(km)

55 7+430 1x2x2 Box Culvert

56 7+530 1x2x2 Box Culvert

57 7+590 1x4x4 Box Culvert

58 7+810 1x2x2 Box Culvert

59 7+880 1x2x2 Box Culvert

60 7+980 1x2x2 Box Culvert

61 8+140 1x2x2 Box Culvert

62 8+270 1x2x2 Box Culvert

63 8+630 1x2x2 Box Culvert

64 8+770 1x2x2 Box Culvert

65 8+910 1x2x2 Box Culvert

66 9+050 1x2x2 Box Culvert

67 9+180 1x2x2 Box Culvert

68 9+280 1x2x2 Box Culvert

69 9+430 1x2x2 Box Culvert

Schedule-B,
31
Champawat Bypass
(e) Repairs/ Replacement of Railing/Parapets, flooring and protection works of the
existing culverts shall be undertaken as follows:
[Refer to the provision of relevant Manual and provide details]

[Link]. Location at km Type of repair required

Nil

(f) Floor Protection works shall be as specified in the relevant IRC codes and specifications.

(iii) Bridges

(a) Existing Bridges to be re-constructed/Widened

(i) The existing major bridges at the following locations shall be reconstructed as
new structures:
[Refer to the provision of relevant Manual and provide details]

Salient
Bridge Adequacy or otherwise of
details of
location the existing waterway,
existing
[Link]. (km) vertical clearance, etc* Remarks
bridge

32
 Request for Proposal –bid
document

Nil

(ii) The following narrow bridges shall be widened:

Cross-section at
Location Existing Width Extent of
deck level for
(km) (m) Widening(m)
[Link]. widening @

Nil

Schedule-B,
33
Champawat Bypass
 (b) Additional New Bridges

(i) Major Bridges: -New major bridge at the following locations on the project
highway shall be constructed. GADs for the new bridges are attached in the
drawings folder:

Span
Sl. Location Total
Arrangement
(km) length(m)
No. (m) Remarks

Nil

(ii) Mino Bridges:-New minor bridges at the following locations on the project
highway shall be constructed. GADs for the new bridges are attached in the
drawings folder:

Sl. Span Arrangement Total Length

Location(km) Remarks
(m) (m)
No.

Steel Girder
0+100 1 x 50 50

RCC
0+580 1 x 20 20

PSC
1+250 1 x 30 30

RCC
1+700 1 x 20 20

Steel Girder
6+580 1 x 50 50

RCC
8+440 1 x 20 20

RCC
9+750 1 x 20 20

34
 RequestforProposal –
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(c) The railings of existing bridges shall be Re-construction by crash

barriers at the following locations:

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

[Link]. Location at km Remarks

Nil

(d) Repairs/replacements of railing/parapets of the existing

bridges shall be under taken as follows:

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

[Link]. Location (km) Remarks

Nil

(e) Drainage system for bridge decks

An effective drainage system for bridge decks shall be provided as specified in paragraph
7.21 of the Manual.

(f) Structures in marine environment

Schedule-B,
35
Champawat Bypass
 [Refer to the provision of relevant Manual and specify the necessary measures /
treatments for protecting structures in marine environment, where applicable]

(iv) Rail-Road Bridges

Design, construction and detailing of ROB/RUB shall be as specified in section 7 of the

Manual. (Refer to the provision of relevant Manual and specify modification, if any)

(a) Road Over-Bridges

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

Location of Level
crossing Length of bridge (m)
[Link]. Type of structure Remarks
(km)

Nil

(b) Road under-Bridges

Road under-bridges (road under railway line) shall be provided at the following level
crossings, as per GAD drawings attached:

Location of Level crossings

[Link]. (km) Number and length of Span (m)

Nil

36
 RequestforProposal –
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(v) Grade separated structures

[Refer to the provision of relevant Manual]

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

(vi) Repairs and strengthening of bridges and structures

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

The existing bridges and structures to be repaired/strengthened, and the nature and extent
of repairs /strengthening required are given below:

a. Bridges

Sl. Nature and extent of Repairs /

Location of bridge (km) strengthening to be carried out
No.

Nil

b. ROB/RUB

Schedule-B,
37
Champawat Bypass
 Sl. Location of ROB/RUB Nature and Extent of Repairs /
(km) Strengthening to be carried out
No.

Nil

c. Overpass/Underpass and Other structures

Sl. Location of Structure Nature and Extent of Repairs /

(km) Strengthening to be carried out
No.

Nil

(vii) List of Major Bridges and Structures

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

Location (Design
[Link].
Chainage km)

1. 0+100

2. 0+580

38
 RequestforProposal –
biddocument
3. 1+250

4. 1+700

5. 6+580

6. 8+440

7. 9+750

Schedule-B,
39
Champawat Bypass
 8. TRAFFIC CONTROL DEVICES AND ROAD SAFETY WORKS

(i) Traffic control devices and road safety works shall be provided along the project corridor in
accordance with relevant section of the Manuals specified in Schedule-D.

a). Traffic Signs: Traffic Signs include roadside signage, overhead signs and curb mounted signs along
the entire project highway.

b) Pavement Marking: Pavement marking shall cover road marking for the entire project highway as
per Manuals and relevant IRC codes

(ii) The minimum length of Thrie beam crash barriers & Parapet wall are given below and shall
be provided as per TCS:

Sl. No. Description Length (m)

1. Thrie Beam Crash Barrier 5600

2. Parapet Wall 3197

9. ROAD SIDE FURNITURE

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

(ii) Overhead traffic signs shall be provided in accordance with the provisions of relevant sections of the
Manuals and relevant IRC codes.

40
 RequestforProposal –
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Type of overhead traffic signs Nos.

Cantilever 4

The EPC contractor has to conduct road safety audit during the construction as well as post construction
and accordingly finalized the road furniture works however, the minimum road furniture works needs to
be done is mentioned below and other needed may be finalized during execution after consultation with
authority/authority’s engineer after conducting road safety audit.

The minimum length or retaining wall, breast wall & gabion wall in minimum & any increase of
retaining wall, breast wall & gabion wall as per site requirements may not be considered as positive
change of scope.
a) Breast Walls- 1.5m of height :- 930m
2m of height :- 3920m

b) Retaining wall :- 2m of height :- 1400m

3m of height :- 1200m
4m of height :- 860m
5m of height :- 560m
7m of height :- 240m
8m of height :- 540m
10m of height :- 220m

c) Gabion Wall :- 5m of height 1460m.

d) Protection work proposed by THDC :- The protection work proposed by THDC is

tabulated below:-

Schedule-B,
41
Champawat Bypass
 From To
Location Length of
Chainage Chainage
Number Stretch (M)
(KM) (KM)

1 2 4 3

1 0.500 0.600 100.00

2 2.880 2.930 50.00

3 6.000 6.100 100.00

4 7.120 7.140 20.00

5 8.520 8.560 40.00

6 8.560 8.580 20.00

7 8.580 8.600 20.00

8 8.860 8.900 40.00

9 8.920 8.960 40.00

10 8.980 9.080 100.00

11 9.080 9.140 60.00

12 9.140 9.180 40.00

13 9.460 9.500 40.00

42
 RequestforProposal –
biddocument

From To
Location Length of
Chainage Chainage
Number Stretch (M)
(KM) (KM)

14 9.500 9.540 40.00

Total length 710.00

Schedule-B,
43
Champawat Bypass
1. Location no 01 (CH 0+500 to 0+600)
(i) Provision of CC Cladding Wall Of Length 100 mtr & height 3 mtr
(ii) Provision of CC Cladding Wall Of Length 100 mtr & height 5 mtr
(iii) Provision of Installing Of 8 mtr deep 38 mm outer dia & 19 mm inner dia self driven hollow anchor @
2 mtr c/c (staggered with base plate ) qty 4200 Rmt
(iv) Provision of installing of high tensile rolled cable net having aperture size not more than 400 mm of
minimum 6 mm dia wire rope cable as per drawing qty 1300 Sqm.
(v) Provision of installing of secondary mess(GI. Chain link febric ) fencing of required width in mess
size of 50x50mm as per drawing qty 1300 Sqm.
(vi) Provision of Toe drain as per drawing qty 200 rmt.
(vii) Provision of PVC pipe for weephole in cc cladding/wall per drawing qty 264 rmt.

2. Location no 02 (CH 2+880 to 2+930)

(i) Provision of CC Cladding Wall Of Length 50 mtr & height 3 mtr

(ii) Provision of CC Gravity Wall Of Length 50 mtr & height 4 mtr

(iii) Provision of Installing Of 8 mtr deep 38 mm outer dia & 19 mm inner dia self driven hollow anchor @ 2
mtr c/c (staggered with base plate ) qty 2600 Rmt

(iv) Provision of installing of high tensile rolled cable net having aperture size not more than 400 mm of
minimum 6 mm dia wire rope cable as per drawing qty 900 Sqm.

(v) Provision of installing of secondary mess(GI. Chain link febric ) fencing of required width in mess size of
50x50mm as per drawing qty 900 Sqm.

(vi) Provision of Toe drain as per drawing qty 50 rmt.

(vii ) Provision of PVC pipe for weephole in cc cladding/wall per drawing qty 118 rmt.

3. Location no 03 (CH 6+000 to 6+100)

(i) Provision of CC Cladding Wall Of Length 100 mtr & height 3 mtr

(ii) Provision of CC Gravity Wall Of Length 100 mtr & height 4 mtr

44
 RequestforProposal –
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(iii) Provision of Installing Of 8 mtr deep 38 mm outer dia & 19 mm inner dia self driven hollow anchor @ 2
mtr c/c (staggered with base plate ) qty 3900 Rmt

(iv) Provision of installing of high tensile rolled cable net having aperture size not more than 400 mm of
minimum 6 mm dia wire rope cable as per drawing qty 1300 Sqm.

(v) Provision of installing of secondary mess(GI. Chain link febric ) fencing of required width in mess size of
50x50mm as per drawing qty 1300 Sqm.

(vi) Provision of Toe drain as per drawing qty 100 rmt.

(vii ) Provision of PVC pipe for weephole in cc cladding/wall per drawing qty 236 rmt.

4. Location no 04 (CH 7+120 to 7+140)

(i) Provision of CC Cladding Wall Of Length 20 mtr & height 3 mtr

(ii) Provision of CC Gravity Wall Of Length 20 mtr & height 4 mtr

(iii) Provision of Installing Of 8 mtr deep 38 mm outer dia & 19 mm inner dia self driven hollow anchor @ 2
mtr c/c (staggered with base plate ) qty 820 Rmt

(iv) Provision of installing of high tensile rolled cable net having aperture size not more than 400 mm of
minimum 6 mm dia wire rope cable as per drawing qty 250 Sqm.

(v) Provision of installing of secondary mess(GI. Chain link febric ) fencing of required width in mess size of
50x50mm as per drawing qty 250 Sqm.

(vi) Provision of Toe drain as per drawing qty 20 rmt.

(vii ) Provision of PVC pipe for weephole in cc cladding/wall per drawing qty 47.20 rmt.

5. Location no 05 (CH 8+520 to 8+560)

(i) Provision of CC Cladding Wall Of Length 40 mtr & height 3 mtr

(ii) Provision of CC Gravity Wall Of Length 40 mtr & height 4 mtr

Schedule-B,
45
Champawat Bypass
(iii) Provision of Installing Of 8 mtr deep 38 mm outer dia & 19 mm inner dia self driven hollow anchor @ 2
mtr c/c (staggered with base plate ) qty 1520Rmt

(iv) Provision of installing of high tensile rolled cable net having aperture size not more than 400 mm of
minimum 6 mm dia wire rope cable as per drawing qty 440 Sqm.

(v) Provision of installing of secondary mess(GI. Chain link febric ) fencing of required width in mess size of
50x50mm as per drawing qty 440 Sqm.

(vi) Provision of Toe drain as per drawing qty 40 rmt.

(vii ) Provision of PVC pipe for weephole in cc cladding/wall per drawing qty 94.40 rmt.

6. Location no 06 (CH 8+560 to 8+580)

(i) Provision of CC Cladding Wall Of Length 20 mtr & height 3 mtr

(ii) Provision of CC Gravity Wall Of Length 20 mtr & height 4 mtr

(iii) Provision of Installing Of 10 mtr deep 38 mm outer dia & 19 mm inner dia self driven hollow anchor @
2 mtr c/c (staggered with base plate ) qty 1220Rmt

(iv) Provision of installing of high tensile rolled cable net having aperture size not more than 400 mm of
minimum 6 mm dia wire rope cable as per drawing qty 360 Sqm.

(v) Provision of installing of secondary mess(GI. Chain link febric ) fencing of required width in mess size of
50x50mm as per drawing qty 360 Sqm.

(vi) Provision of Toe drain as per drawing qty 20 rmt.

(vii ) Provision of PVC pipe for weephole in cc cladding/wall per drawing qty 47.20 rmt.

7. Location no 07 (CH 8+580 to 8+600)

(i) Provision of CC Cladding Wall Of Length 20 mtr & height 3 mtr

(ii) Provision of CC Gravity Wall Of Length 20 mtr & height 4 mtr

46
 RequestforProposal –
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(iii) Provision of Installing Of 10 mtr deep 38 mm outer dia & 19 mm inner dia self driven hollow anchor @
2 mtr c/c (staggered with base plate ) qty 1170Rmt

(iv) Provision of installing of high tensile rolled cable net having aperture size not more than 400 mm of
minimum 6 mm dia wire rope cable as per drawing qty 340 Sqm.

(v) Provision of installing of secondary mess(GI. Chain link febric ) fencing of required width in mess size of
50x50mm as per drawing qty 340 Sqm.

(vi) Provision of Toe drain as per drawing qty 20 rmt.

(vii ) Provision of PVC pipe for weephole in cc cladding/wall per drawing qty 47.20 rmt.

8. Location no 08 (CH 8+860 to 8+900)

(i) Provision of CC Cladding Wall Of Length 40 mtr & height 3 mtr

(ii) Provision of CC Gravity Wall Of Length 40 mtr & height 4 mtr

(iii) Provision of Installing Of 8 mtr deep 38 mm outer dia & 19 mm inner dia self driven hollow anchor @ 2
mtr c/c (staggered with base plate ) qty 1920Rmt

(iv) Provision of installing of high tensile rolled cable net having aperture size not more than 400 mm of
minimum 6 mm dia wire rope cable as per drawing qty 640 Sqm.

(v) Provision of installing of secondary mess(GI. Chain link febric ) fencing of required width in mess size of
50x50mm as per drawing qty 640 Sqm.

(vi) Provision of Toe drain as per drawing qty 40 rmt.

(vii ) Provision of PVC pipe for weephole in cc cladding/wall per drawing qty 94.40 rmt.

9. Location no 09 (CH 8+920 to 8+960)

(i) Provision of CC Cladding Wall Of Length 40 mtr & height 3 mtr

(ii) Provision of CC Gravity Wall Of Length 40 mtr & height 4 mtr

(iii) Provision of Installing Of 8 mtr deep 38 mm outer dia & 19 mm inner dia self driven hollow
anchor @ 2 mtr c/c (staggered with base plate ) qty 1800Rmt

Schedule-B,
47
Champawat Bypass
 (iv) Provision of installing of high tensile rolled cable net having aperture size not more than 400 mm
of minimum 6 mm dia wire rope cable as per drawing qty 580Sqm.

(v) Provision of installing of secondary mess(GI. Chain link febric ) fencing of required width in mess
size of 50x50mm as per drawing qty 580 Sqm.

(vi) Provision of Toe drain as per drawing qty 40 rmt.

(vii ) Provision of PVC pipe for weephole in cc cladding/wall per drawing qty 94.40 rmt.

10. Location no 10 (CH 8+980 to 9+080)

(i) Provision of CC Cladding Wall Of Length 100 mtr & height 3 mtr

(ii) Provision of CC Gravity Wall Of Length 100 mtr & height 4 mtr

(iii) Provision of Installing Of 10 mtr deep 38 mm outer dia & 19 mm inner dia self driven hollow anchor @
2 mtr c/c (staggered with base plate ) qty 4950Rmt

(iv) Provision of installing of high tensile rolled cable net having aperture size not more than 400 mm of
minimum 6 mm dia wire rope cable as per drawing qty 2000 Sqm.

(v) Provision of installing of secondary mess(GI. Chain link febric ) fencing of required width in mess size of
50x50mm as per drawing qty 2000 Sqm.

(vi) Provision of Toe drain as per drawing qty 100 rmt.

(vii ) Provision of PVC pipe for weephole in cc cladding/wall per drawing qty 236 rmt

11. Location no 11 (CH 9+080 to 9+140)

(i) Provision of CC Cladding Wall Of Length 60 mtr & height 3 mtr

(ii) Provision of CC Gravity Wall Of Length 60 mtr & height 4 mtr

(iii) Provision of Installing Of 10 mtr deep 38 mm outer dia & 19 mm inner dia self driven hollow anchor @
2 mtr c/c (staggered with base plate ) qty 3960 Rmt

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(iv) Provision of installing of high tensile rolled cable net having aperture size not more than 400 mm of
minimum 6 mm dia wire rope cable as per drawing qty 1200 Sqm.

(v) Provision of installing of secondary mess(GI. Chain link febric ) fencing of required width in mess size of
50x50mm as per drawing qty 1200 Sqm.

(vi) Provision of Toe drain as per drawing qty 60 rmt.

(vii ) Provision of PVC pipe for weephole in cc cladding/wall per drawing qty 141.60 rmt

12. Location no 12 (CH 9+140 to 9+180)

(i) Provision of CC Cladding Wall Of Length 40 mtr & height 3 mtr

(ii) Provision of CC Gravity Wall Of Length 40 mtr & height 4 mtr

(iii) Provision of Installing Of 10 mtr deep 38 mm outer dia & 19 mm inner dia self driven hollow anchor @
2 mtr c/c (staggered with base plate ) qty 2815 Rmt

(iv) Provision of installing of high tensile rolled cable net having aperture size not more than 400 mm of
minimum 6 mm dia wire rope cable as per drawing qty 870 Sqm.

(v) Provision of installing of secondary mess(GI. Chain link febric ) fencing of required width in mess size of
50x50mm as per drawing qty 870 Sqm.

(vi) Provision of Toe drain as per drawing qty 40 rmt.

(vii ) Provision of PVC pipe for weephole in cc cladding/wall per drawing qty 94.40 rmt

13. Location no 13 (CH 9+460 to 9+500)

(i) Provision of CC Cladding Wall Of Length 40 mtr & height 3 mtr

(ii) Provision of CC Gravity Wall Of Length 40 mtr & height 4 mtr

(iii) Provision of Installing Of 10 mtr deep 38 mm outer dia & 19 mm inner dia self driven hollow anchor @
2 mtr c/c (staggered with base plate ) qty 2540 Rmt

Schedule-B,
49
Champawat Bypass
(iv) Provision of installing of high tensile rolled cable net having aperture size not more than 400 mm of
minimum 6 mm dia wire rope cable as per drawing qty 760 Sqm.

(v) Provision of installing of secondary mess(GI. Chain link febric ) fencing of required width in mess size of
50x50mm as per drawing qty 760 Sqm.

(vi) Provision of Toe drain as per drawing qty 40 rmt.

(vii ) Provision of PVC pipe for weephole in cc cladding/wall per drawing qty 94.40 rmt

14. Location no 14 (CH 9+500 to 9+540)

(i) Provision of CC Cladding Wall Of Length 40 mtr & height 3 mtr

(ii) Provision of CC Gravity Wall Of Length 40 mtr & height 4 mtr

(iii) Provision of Installing Of 8 mtr deep 38 mm outer dia & 19 mm inner dia self driven hollow anchor @ 2
mtr c/c (staggered with base plate ) qty 1940Rmt

(iv) Provision of installing of high tensile rolled cable net having aperture size not more than 400 mm of
minimum 6 mm dia wire rope cable as per drawing qty 650 Sqm.

(v) Provision of installing of secondary mess(GI. Chain link febric ) fencing of required width in mess size of
50x50mm as per drawing qty 650 Sqm.

(vi) Provision of Toe drain as per drawing qty 40 rmt.

(vii ) Provision of PVC pipe for weephole in cc cladding/wall per drawing qty 94.40 rmt

Muck Disposal– 16 muck disposals have to be developed inclusive approach road of minimum 80m
length these disposal area will be protected with Gabion wall of minimum 4m height. The locations muck
disposal areas are –

MUCK DISPOSAL

Sl. No. Easting Nothing

M1 80°6'7.828" 29°18'49.535"

M2 80°6'7.94" 29°18'56.035"

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M3 80°6'11.40" 29°19'10.793"

M4 80°6'39.181" 29°12'59.342"

M5 80°6'47.108" 29°20'3.002"

M6 80°6'39.824" 29°20'9.081"

M7 80°6'41.451" 29°20'17.352"

M8 80°6'30.255" 29°20'22.281"

M9 80°6'41.451" 29°20'17.352"

M10 80°6'34.484" 29°20'33.035"

M11 80°6'41.3" 29°20'39.505"

M12 80°6'7.688" 29°21'12.094"

M13 80°6'0.916" 29°21'21.384"

M14 80°5'49.768" 29°2115.878"

M15 80°5'43.12" 29°2116.764"

M16 80°5'40.353" 29°2121.905"

Note: The above length of protection works is minimum & any increase in the length/ height/
Qty of protection works as per site requirements may not be considered as positive change of
scope.

Schedule-B,
51
Champawat Bypass
e) The minimum numbers of traffic signs is specified in under table:-

Sl. No. Description Unit

4030 sqm
1.
Road marking- Lane, centre line,
pedestrian crossing

250 sqm
2.
Directional Arrows, letter marking etc.

3. 3 Nos
Advance Direction signs size 1800X1200
mm

4.
21 Nos
Village name boards size 600X900 mm

5.
120 Nos
Place Identification signs size 600X800
mm

6. 59 Nos.
90 cm Triangle

7.
79 Nos
90 cm Octagon

8. 152 Nos.
Hazard plate 300X900 mm

9. 59 Nos.
800 x 600 mm Size

10. 148 Nos.

60 Cm circular

47.08 sqm
11.
Supply and fixing of Micro Prismatic type
Retro-Reflective sign plate which is to be
fixed on Overhead/ Cantilever structures
with the help of G.I. nut bolts

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Sl. No. Description Unit

6 mt
12.
Overhead sign trusses

2 No.
13.
5th Km Stone -New

9 No.
14.
Ordinary Km Stone

39 No.
15.
Hectometer Stone

16.
Road Delineators Supplying and
installation of delineators (road way 421 No.s
indicators, hazard markers, object

2083 Nos.
17.
Road Studs

2 Nos
18.
Errection of ROW pillars @25m c/c

f) Way site amenities-

Sr. Particular Quantity

No.

1 Rest Area at km 07, Full 1 No. (600

Furnished with Three sqm)
Star Facilities and all
required accessories,

2 View Point at km 02, 04, 4 No.

06, 08

Schedule-B,
53
Champawat Bypass
 g) High mask solar light-

Contractor must supply, install, test and commission 9m high street light pole with
1x150 watts high mask solar light, earthing arrangements and all accessories,
lamps, anchor bolts etc. complete as per technical specifications. The location will
be finalized at the time of execution as per site requirement. 148 Nos.

h) Providing heavy section of Iron grating @50 kg /Rm at intersection of link road to
Project road.

(v) Compulsory Afforestation

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

(vi) Hazardous Locations

The safety barriers shall also be provided at the following hazardous locations:

Location stretch from (km) to

[Link]. LHS/RHS
(km)

This shall be Provided at High Embankment and at sharp curve locations.

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(vii) Special Requirement for Hill Roads:

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

(viii) Utilities-
Provision of accommodating utilities shall be made both over as well as underground
whereverrequired.
HDPE pipe PE 63 grede (300mm-600mm dia in accordance with IS: 4984/14333 or any
other relevant code, as per requirement) including Sump chamber @0.2 km interval as
per drawing and specification shall be provided along hill side in open areas and both
side in built-up locations- 10.225 km.

(ix) General Items-

a) Engineering Measure (Providing Cement concrete wall , wire crates walls for Muck
protection at Dumping Yards) - 16 Nos.
 Excavation 658.13 cum.
 Random Rubble Stone Masonry laid in 1:6 cement and sand mortar- 182.25 cum.
 HP stone filling – 61.00 cum.
 Wire create- 3881.25 cum.

b) Biological measures amount at dumping yard.

Sl.N Details of work No Unit

Schedule-B,
55
Champawat Bypass
 o s

1 2 3 4

Survey and Demarcation (1000mx5mx6mx2m0 =

1 1 Hec.
60000 sqm

2 General bush clearing work in the area 1 Hec.

3 Pit Digging Work 500 Per Pit

Purchase of cow dung manure for pit filling

4 500 Per Pit
including cartage

5 After that fill the pit with soil 500 Per Pit

6 Price of 8 fit tall ornamental/shady/flowaring 500 Per Pit

Per
Plants are brought by truck including loading and
7 500 thousand
unloading from an average distance of 140 km
s per km

8 Plantation with thawlabandi 500 Per plant

Purchase of two coats of green paiting and writing

Per tree
9 on tree guard at market price (size 7.5 ft hight 500
guard
x1.5ft dia , minimum weight 12.2 kg)

Per tree
10 Tree guard with loading/unloading 500
guard

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Fixing tree guard to cement concrete(10x20x30 Per tree

11 500
Cm) guard

Security guard (03 Months From January to

12 Per area
March) 02 workers

13 Sign Board (3”x4”) 10 Nos

Other incidental (expenses/Photographs before,

14
during and after work etc.)

Watchman for security and irrigation system of

15 planted plants (from april 2024 to march 2025) 02 Per area
workers

Watchman for security and irrigation system of

16 planted plants (from april 2025 to march 2026) 02 Per area
workers

Watchman for security and irrigation system of

17 planted plants (from april 2026 to march 2027) 02 Per area
workers

Watchman for security and irrigation system of

18 planted plants(from april 2027 to march 2028) 02 Per area
workers

Schedule-B,
57
Champawat Bypass
 (x) Change of Scope

The length of Structures and bridges specified here in above shall be treated as an
approximate assessment. The actual lengths as required on the basis of detailed
investigations shall be determined by the Contractor in accordance with the
Specifications and Standards. Any variations in the lengths specified in this Schedule-B
shall not constitute a Change of Scope, save and except any variations in the length
arising out of a Change of Scope expressly undertaken in accordance with the provisions
of Article13.

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Annexure-1

Utility Shifting

(Circular MoRT&H 11.02.2021)

Shifting of obstructing existing utilities indicated in Schedule A to an appropriate location in

accordance with the standards and specifications of concerned Utility Owning Department is part
of the scope of work of the Contractor / Concessionaire*. The bidders may visit the site and assess
the quantum of shifting of utilities for the projects before submission of their bid. Copy of utility
relocation plan is enclosed. The specifications of the concerned Utility Owning Department shall
be applicable and followed.

Notes: -

(a) The type/ spacing/ size/ specifications of poles/ towers/ lines/ cables to be used in shifting work
shall be as per the guidelines of utility owning department and it is to be agreed solely between the
Contractor /Concessionaire* and the utility owning department. No change of scope shall be admissible
and no cost shall be paid for using different type/ spacing / size/ specifications in shifted work in
comparison to those in the existing work or for making any overhead crossings to underground as per
requirement of utility owning department and/or construction of project highway. The
Contractor/Concessionaire* shall carry out joint inspection with the utility owning department and get the
estimates from the utility owning department. The assistance of the Authority is limited to giving
forwarding letter on the proposal of Contractor/Concessionaire* to utility owning department whenever
asked by the Contractor/Concessionaire*. The decision/ approval of utility owning department shall be
binding on the Contractor/Concessionaire*.
(b) The supervision charges at the rates/ charges applicable of the utility owning department shall be
paid directly by the Authority to the Utility Owning department as and when Contractor/Concessionaire*
furnishes demand of the Utility Owning Department along with a copy of estimated cost given by the
latter.

(c) The dismantled material/scrap of existing Utility to be shifted/ dismantled shall belong to the
Contractor/ Concessionaire* who would be free to dispose-off the dismantled material as deemed fit by
them unless the Contractor/Concessionaire* is required to deposit the dismantled material to utility
owning department as per the norm and practice and in that case the amount of credit for dismantled
material may be availed by the Contractor/Concessionaire* as per estimate agreed between them.

(d) The utilities shall be handed over after shifting work is completed to the Utility Owning
Department to their entire satisfaction. The maintenance liability shall rest with the Utility Owning
Department after the handing over process is complete as far as utility shifting works are concerned.

(e) All other small works involved in shifting/crossing of lines is included in the Concessionaire
scope and doesn’t qualify for change in scope.
Schedule-B,
59
Champawat Bypass
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SCHEDULE-C

(See Clause 2.1)

PROJECT FACILITIES

1 Project Facilities

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

(a) Toll plaza;

(b) Road side furniture;
(c) Pedestrian facilities;
(d) Tree plantation;
(e) Truck lay-byes;
(f) Bus top and shelters;
(h) Rest areas; and
(i) Others to be specified

2 Description of Project Facilities

Each of the Project Facilities is described below showing:

(a) Toll Plaza

Toll plaza shall be designed as per the guidelines of manual and it is provided at
following locations:

Sl. No. Toll Plaza Location (Design Chainage in km)

Nil

Schedule C,
1
Champawat Bypass
 (b) Landscaping and Tree Plantation

The land scaping and tree plantation shall be provided. The locations for these
provisions shall be finalized in consultation with Authority Engineer.

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(c) Truck Lay-byes

Truck lay byes shall be provided at the following locations.

Sl. No. ProposedChainage(km)

Nil

(d) Bus Bays

The Contractor shall provide Bus Bays along the project highway and the
locations are given below. The design of Bus Bays should be aesthetically
pleased with surrounding. The locations of these bus bays shall be finalized
by the Contractor in consultation with the Authority’s Engineer.

Sl. No. Design Chainage Side Remarks

(km)

Nil

(e) Road side Furniture

Traffic signs, kilometer stone (5thkm, 10th km and hectometer) Boundary
pillars, Road marking, Road Delineator, Road studs etc. shall be provided
as per section 9 of manual IRC : SP:73-2018 .

(f) Rest Areas,

Finished Rest Areas Building (operation and maintenance centre)

including arrangement of internal electric supply, complete wiring
with requisite earthing providing fire alarm & fire fighting system ,
plumbing and sanitary items etc. all complete as per drawing &
additional technical specifications & as per the instructions of
Schedule C, Employer’s Representative.
3
Champawat Bypass
 (g) View Point:- 04 Nos of view point shall be constructed at tentative locations
km. 02, km. 04, km.06 & km.08 with proper railing, tiling, benches & covered
with tin sheds. The locations shall be finalized with the concern with
Authority/Authority Engineer.

(h) Others

1. Highway Lighting

Minimum 148 nos. of high mask solar lighting shall be provided at approach
to bridges, junctions, rest area, View points as per manual recommended in
Schedule D. The locations shall be finalized with the concern with
Authority/Authority Engineer.

2. Traffic Aid Post

Traffic Aid post shall be provided in accordance with section 13 of Two lane
manual IRC: SP:73-2018.

3. Utility Duct

Utility Duct shall be provided in the complete length of project road with
providing & fixing sump chamber of utility duct at 200m.

4. Iron grating
Iron grating shall be installed at intersections of link road or
junctions.

5. Advance Traffic Management System(ATMS)

Typical Drawing of Advance Traffic Management System (ATMS) is

given and location of the same shall be as per IRC: 67: 2001 and IRC: SP:
73-2018. Provisions of other facilities, if required may be made in similar
manner.

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6. Rain water Harvesting

As per Ministry of Environment and Forests Notification, New Delhi

dated 14/01/1997 (as amended on 13/01/1998, 05/01/1999 &
6/11/2000), the construction of Rain water, harvesting structure is
mandatory in and around Water Crisis area, notified by the Central
Ground Water Board.

Schedule - D

(SeeClause2.1)

Schedule C,
Specifications and Standards
5
Champawat Bypass
1. Construction

The Contractor shall comply with the Specifications and Standards set forth in Annex-I of this
Schedule-D for construction of the Project Highway.

2. Design Standards

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

(a) MoRTH Specifications for Road and Bridge Works (5th Revision) 2013 and in accordance
with IRC:SP:55-2014 ”Guidelines on Traffic Management in Work Zones”.

(b) Manual of Specifications and Standards for Two Lanning of Highways (IRC: SP: 73-2018),
referred to herein as the Manual. All MoRTH circulars with amendments if any.

(c) IRC: 67-2022 “Code of Practice for Road Signs”.

(d) IRC: 35-2015 “Code of Practice for Road Markings”.

(e) Other relevant codes.

(f) Wherever IRC guidelines/codes are not available good industry practices may be adopted.

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Annex – I

(Schedule-D)

Specifications and Standards for Construction

1. Specifications and Standards

All Materials, works and construction operations shall conform to the Manual of
Specifications and Standards for [Two-Lanning of Highways (IRC:SP:73-2018)], referred to
as the Manual, and MORTH Specifications for Road and Bridge Works. Where the
specification for a work is not given, Good Industry Practice shall be adopted to the
satisfaction of the Authority’s Engineer.

2. Deviations from the Specifications and Standards

(i) The terms “Concessionaire”, “Independent Engineer” and “Concession Agreement” used in
the Manual shall be deemed to be substituted by the terms “Contractor”, “Authority’s
Engineer” and “Agreement” respectively.

(ii) [Notwithstanding anything to the contrary contained in Paragraph 1 above, the following
Specifications and Standards shall apply to the Project Highway, and for purposes of this
Agreement, the aforesaid Specifications and Standards shall be deemed to be amended to
the extent set forth below:]

(iii) [Note 1: Deviations from the aforesaid Specifications and Standards shall be listed out here.
Such deviations shall be specified only if they are considered essential in view of project-
specific requirements.]

Schedule C,
7
Champawat Bypass
 Schedule-E

(SeeClauses2.1and 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 2of this
Schedule-E within the time limit specified therein and any failure in this behalf shall
constitute non- fulfillment of the Maintenance obligations by the Contractor. Upon occurrence
of any breach hereunder, the Authority shall be entitled to effect reduction in monthly lump
sum payment as set forth in Clause 14.6 of this Agreement, without prejudice to the rights of
the Authority under this Agreement, including Termination thereof.

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

[Specify all the relevant documents]

2. Repair/rectification of Defects and deficiencies

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

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

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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, inconformity 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 inconformity 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.

Schedule C,
9
Champawat Bypass
 5. Emergency repairs/restoration

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

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

6. Daily inspection by the contractor

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

10
 Annex –I

(Schedule-E) Repair/rectification of

Defects and deficiencies

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

Table-1: Maintenance Criteria for Pavements:

Frequency Time limit for Maintenance

Level of of Tools/Equipm Standards and References for Rectification/Rep Specification
Service(LOS) Inspection ent Inspection and Data Analysis air

Performan Desirable Acceptabl

ce e
Parameter

Asset Type

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Flexible < 0.1% Length

Pavement Measurement IRC 82: 2015 and Distress Identification Manual for
of area and Unit like Scale, Long Term Pavement Performance Program,
subject to Tape, FHWA MORT&H
limit of 10 odometer etc. 2003([Link]
(Pavement of mm in depth 31/) 24-48hours Specification
MCW, Service 3004.2
Road,

approach

Potholes Nil Daily

171
 Frequenc Time limit for Maintenance
Level of y of Tools/Equipmen Standards and References for Rectification/Rep Specification
Service(LOS) Inspectio t Inspection and Data Analysis air s
n

Performan Desira Acceptabl

ce ble e
Parameter

Asset Type <5%

subject to
limit of MORT&H
s of Grade
structure, 0.5 sqm 7-15 days Specification
approaches for any 3004.3
of connecting 50 m
roads, slip length
roads, lay
byes etc. as
Cracking Nil Daily

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 RequestforProposal –
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applicable

) MORT&H
< 5 mm 15-30days
Specification
Rutting Nil Daily Straight Edge 3004.2

Corrugations <0.1% Length IRC:82-

and Shoving Measurement 2-7days 2015
Of area Unit like
Nil Daily

173
 Frequenc Time limit for Maintenance
Level of Service y of Tools/Equipmen Standards and References for Rectification/Rep Specification
(LOS) Inspectio t Inspection and Data Analysis air s
n

Performan Desira Acceptabl

ce ble e
Parameter

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

IRC:82-
Raveling < 1 % of
area 2015 read with
/Stripping 7-15 days IRC SP81

Nil Daily

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<1mforany
1
00msection
andwidth <

0.1matanyl
ocation,
7-15 days IRC:82-
restricted 2015
Edge
Deformation/
Breaking

Nil Daily

Frequency of Time limit for Maintenance

Level of Service Inspection Tools/Equipmen Standards and References for Rectification/Rep Specification
(LOS) t Inspection and Data Analysis air s

Performan Desirable Acceptabl

ce e

175
 Parameter

Asset Type
dto30cmfro
mtheedge

Roughness BI 2000 2400 Bi-Annually IRC:82-

Class-I 180day 2015
mm/km mm/km Profilometer s

Class I Profilometer:ASTME950(98)
Bi-Annually SCRIM
Skid 50SN :2004–Standard Test Method for measuring 180day BS:7941-1:
Number Longitudinal Profile of Travelled Surfaces with s
60SN Accelerometer Established Inertial Profiling 2006
(Sideway-force Reference ASTM E1656 -94: 2000- Standard
Co efficient Guide for Classification of Automatic Pavement
Routine Condition Survey Equipment
Pavement Bi-Annually Investigation IRC:82-
Condition 3 2.1 Machine 180day 2015
Index s

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Frequenc Time limit for Maintenance

Level of Service y of Tools/Equipmen Standards and References for Rectification/Rep Specification
(LOS) Inspectio t Inspection and Data Analysis air s
n

Performan Desirable Acceptabl

ce e
Parameter

Asset Type Other Bi- IRC:82-

Pavement Annually 2-7days 2015
Distresses

Deflection/Re Falling Weight

maining Life Deflectometer IRC:115-
2014
Annually IRC115: 2014 180day
s

Rigid Bi- ASTM E950 (98) :2004 and ASTM E1656 -94: 2000 IRC:SP:83-
Pavement Roughness BI 2200m 2400mm Annually Class I 180day 2008
Profilometer s
m/km /km

177
(Pavement of Skid Resistance no. at Bi- SCRIM IRC:SP:83-
MCW, different speed of vehicles Annually 2008
Service
Road, Grade Skid IRC:SP:83-2008 180day
(Sideway-force s
structure,

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Frequenc Time limit for Maintenance

Level of Service y of Tools/Equipmen Standards and References for Rectification/Rep Specification
(LOS) Inspectio t Inspection and Data Analysis air s
n

Performan Desirable Acceptable

ce
Parameter

Coefficient
Asset Type Minimum SN Traffic Routine
Speed(K Investigation
m/h) Machine or
equivalent)
approaches
of
36 50
connecting
roads,
slip roads,
lay byes etc. 33 65
as
applicable)

32 80

179
 31 95

31 110

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Frequenc Time limit for Maintenance

Level of Service y of Tools/Equipmen Standards and References for Rectification/Rep Specification
(LOS) Inspectio t Inspection and Data Analysis air s
n

Performanc Desirable Acceptabl

e e
Parameter

Asset Type

Edge drop at 40 MORT&H

shoulders Nil mm Daily 7-15 days
Specification
408.4

181
 <2%

Variation in
prescribed
slope of
Slope of camber MORT&H
camber/cross
fall Nil /cross Daily 7-15 days Specification
Embankment fall 408.4
/Slope
IRC

Embankment <15 % MORT&H

Slopes
Variation in Specification
Nil Daily 7-15 days 408.4
prescribe
Length
Measurement
Unit like Scale,
Tape,
odometeretc.

182
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Frequenc Time limit for Maintenance

Level of Service y of Tools/Equipmen Standards and References for Rectification/Rep Specification
(LOS) Inspectio t Inspection and Data Analysis air s
n

Performan Desirable Acceptabl

ce e
Parameter

Side
Asset Type slope

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

183
 Daily
Specially
During
Rain Rainy MORT&H
Cuts/Gullies in Season
slope Nil Nil 7-15 Specification
days

N
A

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In addition to the above performance criterion, the contractor shall strictly maintain the rigid pavements as per requirements in the following tableTable-2: Maintenance

Criteria for Rigid Pavements:

Repair Action

S. No. Type of Distress Measured Degree of Assessment Rating

Parameter Severity For the case d< D/2 For the cased>D/2

CRACKING

0 Nil, not discernible

No Action Not applicable

1 w< 0.2 mm. hair cracks

Single Discrete w=width of crack L=length

of crack d =depth of crack 2 w = 0.2-0.5mm, discernible from slow-moving

185
1 Cracks Not D = depth of slab car Seal, and stitch if L>lm.

Intersecting with any joint

Seal without delay Within7days

3
w = 0.5-1.5mm, discernible from fast-moving
car

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Repair Action

S. No. Type of Distress Measured Degree of Assessment Rating

Parameter Severity For the case d< D/2 For the cased>D/2

4 w=1.5- 3.0mm Staple or Dowel Bar

Seal, and stitch if L > l Retrofit, FDR for affected
portion.
m.Within7 days
5 w>3mm.

Within15days

0 Nil, not discernible No Action

1 w< 0.2 mm, hair cracks Route and seal with Staple or Dowel Bar
epoxy. Retrofit.

2 w=0.2-0.5mm,discerniblefromslow vehicle
Single Transverse (or w=width of crack L=length Within7 days Within15days
Diagonal)Crack of crack d=depth of crack

187
2 intersecting with one orD = depth of slab
more joints

w=0.5-3.0mm,discerniblefromfast vehicle Route, seal and stitch, if L > 1m.

Within7 days

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Repair Action

S. No. Type of Distress Measured Degree of Assessment Rating

Parameter Severity For the case d< D/2 For the cased>D/2

Dowel Bar Full Depth Repair

Dismantle and
Retrofit.Within15days reconstruct affected.
4 w=3.0- 6.0mm

Portion with norms and

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

Within15days

0 Nil, not discernible No Action

189
 Seal with epoxy, if L>1m. Staple or dowel bar retrofit.
Single Longitudinal Crack w=width of crack L
intersecting with one or =length of crack d =depth w<0.5mm,discernablefromslowmovingvehicle
3 more joints of crack D =depth of slab
1 Within7days Within15days

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Repair Action

S. No. Type of Distress Measured Degree of Assessment Rating

Parameter Severity For the case d< D/2 For the cased>D/2

Route seal and stitch, if L

w=0.5-3.0mm,discerniblefromfast vehicle
> lm.
2 -

Within15days

Staple, if L > 1

3 w=3.0- 6.0mm m.Within15days

Partial Depth Repair with

stapling.
4 w = 6.0 - 12.0 mm, usually
associated with spalling

191
 Within15days

Not Applicable, as it may be full

w > 12 mm, usually associated with spalling, depth

and/or slab rocking under traffic Full Depth Repair
Dismantle and reconstruct
5 affected portion as per
norms and specifications-

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Repair Action

S. No. Type of Distress Measured Degree of Assessment Rating

Parameter Severity For the case d< D/2 For the cased>D/2

SeePara5.6.4

Within15days

0 Nil, not discernible No Action

1 w< 0.2 mm, hair cracks

Seal, and stitch if L > l

m.Within15 days -
2 w=[Link] vehicle

3
w=0.5-3.0mm,discerniblefromfast vehicle

193
 Multiple Cracks
intersecting with one or
4 more joints w=width of crack 4 w=3.0-6.0 mmpanelbrokeninto2or 3 pieces Dismantle, Reinstate sub
base, Reconstruct whole
slab as
perspecificatio
w>6mmand/or panel broken Fulldepthrepairwithin15 days nswithin30 days
5

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Repair Action

S. No. Type of Distress Measured Degree of Assessment Rating

Parameter Severity For the case d< D/2 For the cased>D/2

Into more than4 pieces

0 Nil, not discernible No Action -

1 w< 0.5 mm; only 1cornerbroken Seal with low viscosity epoxy to
Seal with epoxy seal with
epoxy
secure broken
w<1.5mm;L<0.6m,onlyonecornerbroken
2 partsWithin7 days
Within7days

3 w<1.5mm;L<0.6m,twocornersbroken

195
 5 Corner Break w = width of crack 4 Partial Depth (Refer
L=length of crack w>1.5mm;L>0.6 morth reecorners broken Figure 8.3 of
Full depth repair

IRC:SP:83-2008) Reinstate sub-base,

5 Re eor four corners broken

Within15days

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Repair Action

S. No. Type of Distress Measured Degree of Assessment Rating

Parameter Severity For the case d< D/2 For the cased>D/2

Slab as per norms and

specifications within
30days

0 Nil, not discernible No Action

1 w< 0.5 mm; L < 3m/m2 Seal with low viscosity

epoxy to secure broken
parts.

2 either w>0.5 mm or L<3m/m2

Punch out (Applicable Within15days
to
Continuous Reinforced
Concrete Pavement
(CRCP)o w=width of crack L= 3 w> 1.5 mm and L <3 m/m2

197
 6 nly) length (m/m2) Not Applicable, asit may be full
depth
4 w >3 mm, L <3 m/m2 and deformation Full depth repair-Cut out
and replace damaged area
taking care not to damage
reinforcement.
w>3mm,L>3m/m2and deformation

5 Within 30days

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Repair Action

S. No. Type of Distress Measured Degree of Assessment Rating

Parameter Severity For the case d< D/2 For the cased>D/2

Surface Defects

Short Term Long Term

0 Nil, not discernible

No action.

1 r < 2% Local repair of areas

damaged

r=area damaged and liable to be

surface/total surface of damaged.
Ravelling or slab(%)h=maximum depth 2 r = 2- 10%

199
7 Honeycomb type surface of damage Not Applicable

Within15days

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

4 r =25-50 % affecting.

200
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Repair Action

S. No. Type of Distress Measured Degree of Assessment Rating

Parameter Severity For the case d< D/2 For the cased>D/2

Within30days

Reconstructslabs,4ormoreslabsif
affecting.
5 r >50% and h >25mm

Within30days

Short Term Long Term

0 Nil, not discernible

No action.

r = damaged
surface/total surface of
slab(%)h= maximum
1 r <2% Local repair of areas

201
8 Scaling depth of damage damaged

Not Applicable

and liable to be
2 r = 2- 10% damaged.

Within7days

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Repair Action

S. No. Type of Distress Measured Degree of Assessment Rating

Parameter Severity For the case d< D/2 For the cased>D/2

3 r =10-20%
BondedInlaywithin15days

4 r =20-30 %

5 r > 30 %and h >25mm Reconstructslabwithin30 days

No action.

1 t>1 mm

203
 Polished t=texture depth, sand
Surface/Glazing patch test 2' t=1-0.6 mm
9 Not Applicable

Monitor rate of
3 t=0.6- 0.3mm deterioration

4 t=0.3- 0.1mm

204
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Repair Action

S. No. Type of Distress Measured Degree of Assessment Rating

Parameter Severity For the case d< D/2 For the cased>D/2

Diamond Grinding if
affecting

50% or more slabsina

5 t< 0.1 mm continuous stretch of

minimum

5km.

Within30days

0 d<50mm;h<25mm;n<1per5m2 No action.

205
 1
d=50-100mm;h<50mm;n<1 Partialdepthrepair65mm deep.

per5 m2
Pop out (Small n = number/m2d
Hole),PotholeReferPara8.4 = diameter h = Within15days
10 maximum depth Not Applicable
2 d=50-100mm;h>50mm;n<1

per5 m2

206
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Repair Action

S. No. Type of Distress Measured Degree of Assessment Rating

Parameter Severity For the case d< D/2 For the cased>D/2

3 d=100-300mm;h<100mmn<1per 5 m2 Partial depth

repair110mm

i.e.10 mm more than the depth

4 d=100-300mm;h>100mm;n<1per 5 m2
of the

hole.Within30days

Full depth

5 d>300mm;h>100mm:n>1per5 m2 repair.Within30days

207
 Joint Defects

Short Term Long Term

0 Difficult to discern.

No action.

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Discernible,
L<25%butoflittleimmediateconseq
uencewith regard to in gress of
water or trapping in compressible
material.
1 Clean joint, inspect later.

loss or damage L =
Length as % total joint
11 Joint Seal Defects length

Not Applicable

Notable. Clean and reapply sealant in

L>25%insufficientprotectionagain
stingressofwaterand trapping selected locations.

In compressible material.
3 Within7 days

Clean, widen and reseal the joint.Within7

Severe; w>3mmnegligible
5 protection days
against in gress of water

and trapping

in compressible material.

209
 0 Nil, not discernible No action.

1 w< 10 mm Apply low viscosity epoxy resin/mortar in

cracked portion.

2 w=10- 20mm,L<25%
Within7 days

Partial Depth

3 w=20- 40mm,L>25% Repair.Within15 days

w=widthoneithersideofthejoi
30 - 50 mm deep, h = w + 20%
ntL=lengthofspalledportion(a
s%jointlength)
4 w=40- 80mm,L>25% ofw,within30 days
12 Spalling of Joints Not Applicable

50 - 100 mm deep repair. H =

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

Within30days

13 Faulting(or Stepping) f= difference of level 0 not discernible,< 1mm No action. No action.

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In Cracks or Joints
1 f< 3 mm

2 f = 3- 6mm Determine cause and observe, take action for Replace the slab as
diamond grinding appropriate.

3 f =6-12mm Diamond Grinding Within30days

4 f= 12 -18mm Raise sunken slab.

Replace the slab as

Strengthen sub grade and sub-base by appropriate.
grouting and

5 f> 18mm
Within30days
Raising sunken slab

Short Term Long Term

0 Nil, not discernible

h = vertical
displacement from normal

211
14 Blowupor Buckling profile 1 h <6 mm NoAction

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

212
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within7days
3 h =12-25mm

Full Depth

4 h >25mm Repair.Within30days

Replace broken slabs.

5 shatteredslabs,ie4ormorepieces

Within30days

0 Not discernible, h<5mm

No action.

1 h =5-15mm

h=negative vertical 2
displacement from normal h=15-30mm,Nos<20% Install Signs to Warn Trafficwithin7

213
 profile L joints days

15 Depression =length Not Applicable

3 h =30-50mm

4 h>50mmor>20%joints Strengthen sub grade.

Reinstate pavement at normal level

214
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if L< 20m.
5 h >100mm

Within30days

Short Term Long Term

Not discernible. h<5mm

0
No action.

1 h =5-15mm Follow up.

2 h=15-30mm,Nos Install Signs to Warn

h=positive vertical Traffic
displacement from normal <20%joints
profile.

16 Heave within7days

L=length 3 h =30-50mm Scrabble

4
h>50mmor>20%joints Stabilise sub grade. Reinstate pavement at

215
 normal level if length

5 h >100mm <20m.Within30days

17 Bump h = vertical 0 h <4 mm No action

216
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displacement from
normal profile Grind, in case of new constructionwithin7 Construction Limit for
1 h =4-7 mm New
days
Construction.

Grind, in case of ongoing Replace in case of new

Maintenance construction.

3 h =7-15mm

within15days Within30days

Full Depth Full Depth

5 h >15mm Repair.Within30days Repair.Within30days

Nil, not discernible Short Term Long Term

0
< 3mm No action.

217
 1 f =3-10mm Spot repair of shoulderwithin7

Lane to f=difference of level days

18 Shoulder 2 f =10-25mm
Drop off

3 f =25-50mm Fill up shoulder

218
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within7dayss
4 f =50-75mm Forany100mstretchRec
onstructshoulder,
if
affecting25%ormoreof
stretch.

Within30days
5 f> 75 mm

Drainage

0 Not discernible No Action

Quantity of fine sand

water expelled through 1 to2 slight/occasional Nos <10% Repair crack sand joints Without delay.
open Inspect and repair sub-
joint sand cracks Nos drainage at distressed
section sand upstream.
3 to4 Lift or jack slab within30days.
appreciable/
Frequent10
- 25%

219
19 Pumping

Repair distressed pavement sections.

Strengthen sub grade and sub ase.
Replace slab.
Nos /100mstretch 5 abundant, crack development>
25%

Within30days

220
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0-2 No discernible No action.

problem

Blockages observed in Cleandrainsetcwithin7days,Follow up

drains, but water flowing
Ponding on slabs due to
blockage of drains 3 to4 Action required to stop
20 Ponding water damaging foundation
within 30days.

5 Ponding, accumulation of -do-

water observed

221
Table-3:Maintenance Criteria for Safety Related Items and Other Furniture Items:

Frequency of Recommended Specifications

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

Manual Removal of obstruction within 24hours, in IRC:SP84-

Measurements case of sight line affected by temporary 2014
with objects such as trees, temporary
As per IRC SP :84-2014, a minimum of safe encroachments.
stopping sight distance shall be available Odometer along
throughout. with
video/ image
backup In case of permanent structure or design
Safe deficiency:

Design Desirable Stopping Removal of

Speed Minimum Sight Sight
,kmph Distance(m) Distance(m obstruction/improvement of deficiency at the
Availability of ) earliest
Safe Sight
Highway Distance Monthly Speed Restriction boards

and suitable traffic calming

222
 RequestforProposal –
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measures such as transverse bar
100 36 1
0 8
0

marking, blinkers, etc. shall be

applied during the period of

80 26 1
0 3
0

rectification.

Visual Assessment Re-painting Cat-1Defect–within 24 IRC:35-

Pavement as per Annexure- hoursCat-2 2015
Marking Bi- FofIRC:35-2015 Defect -
Annually within2months

Wear <70%ofmarkingremaining

Frequency of Recommended Specifications

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

223
 During expected life Service Time Cement As per Re-painting Cat-1Defect–within IRC:35-
Road- 24 hoursCat- 2015
Day time Annexure- 2Defect–
Visibility 130mcd/m2/lux Monthly DofIRC:35-2015 within2months

Bituminous Road -
100mcd/m2/lux

Initial and Minimum Performance for Dry As per Re-painting Cat-1Defect–within IRC:35-2015
Retro reflectivity during 24 hoursCat-
Annexure-E 2Defect–
nighttime: ofI within2months
RC:35-2015

Design (RL) Retro

Speed Reflectivity

(mcd/m2/lux)

Initial Minimum

(7days) Threshold level

(TL)&warranty

Night Time period required up

Bi-Annually
Visibility to2 years

224
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Up to65 200 80

65-100 250 120

Above 350 150

100

Initial and Minimum Performance for Night

Visibility under wet condition (Retro reflectivity):

Frequency of Recommended Specifications

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

Initial 7 days Retro reflectivity: 100mcd/m2/lux

Minimum Threshold Level:50mcd/m2/lux

225
 Initial and Minimum performance for Skid As per Within24hours IRC:35-2015
Resistance:
Annexure-
Initial (7days): GofIRC:35-2015
[Link]:44BPN

*Note: shall be considered under urban/ city

traffic condition encompassing the locations like
pedestrian crossings, bus bay, bus stop, cycle
Skid track intersection delineation, transverse bar Bi-Annually
Resistance markings

etc

Visual with Improvement of IRC:67-2012

video/image shape, in case if
backup shape is 48 hours in case of
Mandatory Signs,
damaged. Cautionary and
Informatory Signs
(Single and Dual post
Shape and Position a sper IRC:67-2012. signs)
Relocation as per
Road Shape and Signboard should be clearly visible for the design Daily requirement
Signs Position speed of the section.
15DaysincaseofGantr
y/Cantilever

Signboards

change of RC:67-2012
AsperspecificationsinIRC:67-2012 Bi-Annually
Retro Testing of each 48hoursincaseof
reflectivity sign board Mandatory

226
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Frequency of Recommended Specifications

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

Signboard using Signs, Cautionary and

Retro Informatory Signs
Reflectivity (Sing leand Dual post
Measuring Device. signs)

Inacco
rdancewithASTMD
4956-09. 1MonthincaseofGantr
y/ Cantilever
Signboards

AsperIRC86:1983dependingupontypeof Kerb Bi-Annually Use of distance Raising Kerb Height

Kerb Height Within1Month RC86:1983
measuring tape

Visual with
Functionality: Functioning of Kerb painting as Daily
video/image
Kerb Kerb Painting intended Kerb Repainting Within7-days RC35:2015
backup

Reflective Numbers and Functionality as per Within2months IRC:SP:84-

Pavement specifications in IRC:SP:84-2014 and 2014,IRC:35-
Daily Counting New Installation
Markers (Road IRC:35-2015,unless specified in Schedule-B. 2015
Studs)

Visual with Within15days IRC:SP:84-

Pedestrian Functionality: Functioning of Daily
video/image 2014
Guardrail guard rail as intended

227
Other backup Rectification
Road
Furniture
Functionality: Functioning of Safety Barriers as Visual with Within7 days IRC:SP:84-
intended video/image 2014,IRC:11
Traffic Safety Daily backup Rectification 9-
Barriers
2015

End Treatment of Functionality: Functioning of End Daily Visual with Within7 days IRC:SP:84-
Rectification
Treatment as intended video/image 2014,

Frequency of Recommended Specifications

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

backup
Traffic Safety IRC:119-
Barriers 2015

Visual with Within7 days IRC:SP-2014,

Functionality: Functioning of Daily
Attenuators as intended
Attenuators video/image Rectification IRC:119-
backup 2015

Guard Posts Visual with

Functionality: Functioning of Guard Posts and Daily Rectification IRC: 79 -
Delineators as intended Within15days
And video/imag back
1981
Delineators up

Visual with Within15days IRC:67-2012

Overhead Sign Overhead sign structure shall be structurally Daily
video/image
Structure adequate Rectification
backup

228
 RequestforProposal –
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Visual with Within7 days IRC:SP:84-
Traffic Functionality: Functioning of Traffic Blinkers as Daily
video/image 2014
Blinkers intended
Rectification
backup

The illumination level Improvement in 24hours IRC:SP:84-

Illumination:
shall be measured Lighting 2014
Daily with System
Minimum40Luxilluminationontheroad surface

Lux meter
Highway
Lights - 24hours
Daily
No major failure in the lighting system Rectification of failure IRC:SP:84-
2014

- 8 hours
Highway Monthly
No minor failure in the lighting system Rectification of failure IRC:SP:84-
Lighting 2014
System
The illumination Improvement in 24hours IRC:SP:84-
level shall be Lighting System 2014
Minimum 40 Lux illumination on the road surface measured with
Daily
Lux meter
Toll Plaza
Canopy Lights - 8 hours
Daily
No major/minor failure in the lighting system Rectification of failure IRC:SP:84-
2014

229
 Frequency of Recommended Specifications
Measurement Remedial and Standards
Asset Performance Level of Service(LOS) Testing Method Time limit for
measures
Type Parameter Rectification

Obstruction in a Visual with Removal of trees Immediate IRC:SP:84-

minimum head- video/image backup 2014
room of

5.5mabovecarriag
ewayorobstruction
invisibility of

road signs
No obstruction due to trees Monthly

Tree sand Deterioration in Visual with Timely watering and Within90day IRC:SP:84-
Health of plantation shall be as per requirement
Plantation health of trees video/image backup treatment. Or s 2014
of specifications & instructions issued by
including and bushes Replacement
Authority from time to time Daily
median
plantation Of Trees and Bushes.

Vegetation Visual with Removal of Trees Immediate IRC:SP 84-

affecting sight line video/image backup
and road Sight line shall be free from 2014
obstruction by vegetation Daily
structures

Cleaning of - - Every
- Daily
4hours
toilets

230
 RequestforProposal –
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Defect sin - Rectification 24hours
electrical, water
Rest and sanitary
Areas
installations
- Daily

231
 Frequency of Recommended Specifications
Measurement Remedial and Standards
Asset Performance Level of Service(LOS) Testing Method Time limit for
measures
Type Parameter Rectification

Other - Rectification 15 days IRC:SP 84-

Project
Facilities Damage or deterioration in Approach Roads, pedestrian facilities, 2014
and truck lay-bys, bus-bays, bus-shelters, cattle crossings, Traffic Aid Daily
Posts, Medical Aid Posts and other works
Approach
roads

232
 RequestforProposal –
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Performance Level of Frequency of Recommended Remedial Time limit for Specifications

Asset Type Parameter Service(LOS) Measurement Testing Method measures Rectification and Standards

Inspection by Bridge Cleaning silt up soil sand debris in 15 days

Engineer as per IRCSP:35- culvert barrel after rainy season, before on set of
Free 2timesinayear(be IRC5-2015,IRC
1990 and removal of bushes and vegetation, monsoon and
waterway/unob fore and after SP:40-
structed flow rainy season) U/s of barrel, under barrel and D/so within 30 days
85%ofculvertnormalflo recording of depth of silting
f barrel before after end of rainy 1993 and
wareatoavailable. and area of vegetation.
section
Rainy season. season. IRC SP:13-
2004

Physical inspection of 30 days or

Leak-proof No leakage expansion joints as per before on set of IRCSP:40-1993
expansion through expansion IRCSP:35- 1990 if any, for rains and IRCSP:69-
joints if any joints leakage strains on which ever 2011
Bi-Annually Fixing with seal an t comes
Walls at joints. suitably
earlier

Spalling of

concrete
not
morethan0.25sqm

233
Pipe/box/slab
culverts
Delaminationofconcreten
otmorethan0.25sq.m.
Detailed inspection of all IRC SP
components of culvert as 40-
Structurally per IRCSP:35-1990 and Repairs to spalling, cracking,
sound delaminating, rusting shall be 1993 and
Cracks wider than 0.3
Bi-Annually Recording the defects followed as per IRC:SP:40-1993. 15 days MORTH
mm
notmorethan1maggreg
Specifications
atelength
clause2
800

Damaged of rough 30 days after

stone apron or bank defect
revetment not more observation or 2
than 3sqm, damage to weeks before
Protection solid 2 times in a on set of rainy IRC:SP 40-
works in apron(c year (before and season
good condition oncrete apron) after Condition survey as per Repairs to damaged whichever is 1993
notmorethan1sqm IRCSP:35-1990 aprons and pitching earlier. andI
rainy season)
RC:SP:13-2004.

Bridges including Riding quality

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

234
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RepairstoBConeithersideofexpan
sionjoints,profilecorrectioncourse
on approach slab in case of MORT&H
Visual inspection as per settlement to approach
IRCSP:35-1990 embankment Specification300
Bumps No bump at Daily 15 days 4.2 &
expansion joint
2811.

User
safety(conditi
Bridge -Super on of No damaged or Visual inspection and IRC:5-1998,
Structure cras missing stretch of detailed condition survey
h barrier and crash barrier or as per IRCSP:35-1990. IRCSP:84-
guard pedestrian hand Repairs and replacement of
railing safety barriers as the case maybe 2014 and
rail) Daily 3days
IRCSP:40-

1993.

235
 Rusted
Not more than All the corroded
reinforcement
reinforcement shall need to be
0.25sq.m thoroughly cleaned from rusting
and applied with anti-
Detailed condition survey corrosive coating before carrying IRCSP:40-
Spalling of Not more than as per IRCSP:35-1990 out the repairs to affected concrete
Bi-Annually using Mobile Bridge portion with 1993 and
concrete 0.50sq.m MORTH
Inspection Unit
Epoxy mortar/concrete. 15 days
Specification
1600.

Delamination Notmorethan0.50sq.m

Detailed condition survey Grouting with epoxy mortar, IRCSP: 40-

as per IRCSP:35-1990 investigating
Cracks wider using Mobile Bridge 1993 and
than Inspection Unit causes for cracks MORTH
Not more than1m total Bi-Annually development and carryout 48 Hours
0.30 mm length Specification280
necessary
0.
rehabilitation.

236
 RequestforProposal –
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Detailed condition survey

as per IRCSP:35-1990
Rain water using Mobile Bridge Grouting of deck slab at leakage MORTH
seepage Inspection Unit areas,
through deck Leakage- nil Quarterly 1months specifications260
slab Water proofing, repairs to drainage 0 & 2700.
spouts

Deflection due Once in Carry out major

to Within design rehabilitation works on bridge to IRCSP: 51-
limits. every 10 retain original design loads
Permanent Load test method capacity 6months 1999.
loads and years for spans
more

Live loads than40 m

237
 Once in
every 5 years for
spans

Vibration sin more than

bridge deck
due to moving Frequency of vibrations 30m and Laser displacement AASHTOL
trucks shall not be more than5 sensors or laser vibro- RFD
Hz every 10 meters Strengthening of 4months
superstructur Specifications
years for spans e
between 15

to30 m

No damage to
elastomeric sealant
compound in

strip seal

expansion joint, no Detailed condition survey

leakage of rain water as per IRCSP:35- 1990
Leakage in through expansion joint using Mobile Bridge MORTH
Expansion joints incase of buried and Inspection Unit
asphalt plug and Bi-Annually Replace of seal in 15 days specifications2600
expansion joint andIRC
copper strip joint.
SP: 40-1993.

Debris and No dust or Detailedconditionsurveya MORTH

Cleaning of expansion
dust in sperIRCSP:35-1990using
debris in Monthly joint gaps thoroughly 3 days specifications26

238
 RequestforProposal –
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strip seal expansion joint 00and

Expansion gap. Mobile Bridge IRCSP: 40-

joint Inspection Unit
1993.

No down Cleaning of drainage spouts

take thoroughly
pipe missing/ broken .Replacement of
below soffit of the missing/ broken down take pipes
deck slab. No silt, Detailed condition survey with a minimum pipe extension of
debris as per IRCSP:35-1990u 500mm below soffit of slab.
,clogging of sing Mobile Bridge Providing sealant around the MORTH
drainage spout Inspection Unit drainage spout
Drainage collection Monthly 3 days specification270
spouts If any leakages observed. 0.
chamber.

All the corroded

rein for cement shall need to be
thoroughly cleaned from rusting
and applied with
anti-corrosive coating
before carrying out
Cracks/ Detailed condition survey repairs to IRCSP:40-
spalling of as per IRCSP:35-1990
concrete/rust No cracks , using Mobile Bridge substructure by 1993 and
ed steel spalling of Inspection Unit grouting/ guniting and micro MORTH
Bridge- Bi-Annually concreting 30 days
substructure Concrete and rusted specification280
depending on type of

239
 steel defect noticed 0.

Delamination of
bearing rein for In case of failure of even one
cement not more bearing on any pier/abutment, all
than5%,crackin the bearings on that
g or tearing of rubber pier/abutment shall be replaced, in
not more than 2 order to get uniform load transfer
locations per Detailedconditionsurvey on to bearings. MORTH
side, no rupture of rein asperIRCSP:35-
for cement 1990usingMobile Bridge specification281
Inspection Unit 0and
Bearings Or rubber Bi-Annually 3months
IRCSP:40-

199.

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 RequestforProposal –
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Condition survey and
visual

Inspection as per IRC

SP:35-1990

using Mobile
Bridge Inspection Unit. IRCSP:40-

Scouring Scouring shall not be In case of doubt, use 1993, IRC

around lower than maximum Under water camera for
Bridge foundations scour level for the inspection of deep wells Suitable protection works 83-
Foundations bridge in major around 2014,MOR
Bi-Annually pier/abutment 1month TH
Rivers.
specification
2500

Damaged of rough 2timesina 30 days

Protection IRC:SP40-
stone apron or bank year after defect
works ConditionsurveyasperIR
revetment not more observation
CSP:35-1990 Repairs to damaged 1993
than 3 (before and or 2
In good aprons and pitching. andI
after rainy
condition RC:SP:13-
season)
2004.

241
 sq.m, damage to Weeks before
solid onset of rainy
apron(con season
crete apron) whichever
not more
than is earlier.
1sq.m

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.

Table4: Maintenance Criteria for Structures and Culverts:

242
Table5: Maintenance Criteria for Hill Roads

In addition to above, for hill roads the following provisions for maintenance is also to done.

Hill Roads

(i) Damage to Retaining wall/Breast wall 7 (Seven) days

(ii) Landslides requiring clearance 12(Twelve)hours

(iii) Snow requiring clearance 24 Twenty Four)hours

Note: For all tables 1 to 5 above, latest BIS & IRC standards (even those not indicated herewith) along
with MoRTH specifications shall be binding for all maintenance activities.

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 RequestforProposal –
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A. Flexible Pavement

Nature of Defect or deficiency Time limit for repair/

rectification

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

(i) Variation by more than 1 % in the prescribed slope of camber/ 7 (seven) days
cross all (shall not be less than the camber on the main
carriageway)

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

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

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

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

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

(vii) Railing, parapets, rash barriers 7(seven)days(Restore immediately if

causing safety hazard)

(c) Road side furniture including road sign and pavement marking

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

213
 (ii) Faults and minor failures 8 (eight) hours

(e) Trees and plantation

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 RequestforProposal –
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Nature of Defector deficiency Time limit for

repair/rectification

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

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 structures 15 (fifteen)days

(f) Rest area

(i) Cleaning of toilets Every4(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 lay-byes, 15(fifteen)days

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

215
 (i) Any damage, cracks, spalling/ scaling Within 48 (forty eight)hours
Temporary measures
within 15 (fifteen) days or as specified
by the Authority’s Engineer
Permanent measures

(b) Foundations

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 RequestforProposal –
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Nature of Defector deficiency Time limit for

repair/rectification

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

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

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

(d) Bearings(metallic) of bridges

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

bearings 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 spouts, 3(three) days
weep holes and vent-holes

(iii) Damage or deterioration in kerbs, parapets, hand rails and crash 3(three)days(immediately within 24
barriers hours if posing danger to safety)

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

(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 obstructing the 15(fifteen)days

waterway

(g) Hill Roads

217
 (i) Damage to retaining wall/breast wall 7 (seven) days

(ii) Land slides requiring clearance 12(twelve)hours

218
 RequestforProposal –
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Nature of Defector deficiency Time limit for repair/

rectification

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

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

219
 Schedule-F

(See Clause 4.1 (vii)

(a))Applicable Permits

1. Applicable Permits

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

(a) Permission of the State Government for extraction of boulders from quarry;
(b) PermissionofVillagePanchayatsandPollutionControlBoardforinstallationofcrushers;
(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.

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 RequestforProposal –
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Schedule–G

(SeeClauses7.1and 19.2)

Annex-I

(See Clause7.1)

Form of Bank Guarantee

[Performance Security/Additional Performance Security]

[DG(RD)&SS,

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

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

“Contractor") and [name and address of the authority], (herein after called the “Authority”)
have entered into an agreement (hereinafter called the“ Agreement”)for the construction of
the*****section of [National Highway No.

**] on Engineering, Procurement and Construction (the “EPC”) basis, subject to and in
accordance with the provisions of the Agreement

(B) The Agreement requires the Contractor to furnish a Performance Security for due and faithful
performance of its obligations, under and in accordance with the Agreement, during the
{Construction Period/Defects Liability Period and Maintenance Period} (as defined in the
Agreement)in a sum of Rs…..cr.(Rupees
………..…..crore)(the “Guarantee Amount”).

(C) We,…………………..through our branch at ....................... (the “Bank”) have agreed to

Furnish this bank guarantee (herein after called the “Guarantee”) by way of Performance Security.

221
NOW, THERE FORE, the Bank hereby, unconditionally and irrevocably, guarantees and affirms as
follows:

1. The Bank hereby unconditionally and irrevocably guarantees the due and faithful performance
of the Contractor’s obligations during the {Construction Period/Defects Liability Period and
Maintenance Period} under and in accordance with the Agreement, and agrees and
undertakes to pay to the Authority, upon its mere first written demand, and without any
demur, reservation, recourse, contest or protest, and without any reference to the Contractor,
such sum or sums up to an aggregate sum of the Guarantee Amount as the Authority shall
claim, without the Authority being required to prove or to show grounds or reasons for its
demand and/or for the sum specified therein.
2. A letter from the Authority, under the hand of an officer not below the rank of
[General Manager in the National Highways Authority of India], that the Contractor has
committed default in the due and faithful performance of all or any of its obligations under and
in accordance with the Agreement shall be conclusive, final and binding on the Bank. The
Bank further agrees that the Authority shall be the sole judge as to whether the Contractor is
in default in due and faithful performance of its obligations during and under the Agreement
and its decision that the Contractor is in default shall be final and binding on the Bank,
notwithstanding any differences between the Authority and the Contractor, or any dispute
between them pending before any court, tribunal, arbitrators or any other authority or body, or
by the discharge of the Contractor for any reason whatsoever.

3. In order to give effect to this Guarantee, the Authority shall be entitled to act as if the Bank
were the principal debtor and any change in the constitution of the Contractor and/or the
Bank, whether by their absorption with any other body or corporation or otherwise, shall not in
any way or manner affect the liability or obligation of the Bank under this Guarantee.
4. It shall not be necessary, and the Bank hereby waives any necessity, for the Authority to
proceed against the Contractor before presenting to the Bank its demand under this
Guarantee.
5. The Authority shall have the liberty, without affecting in any manner the liability of the Bank
under this Guarantee, to vary at any time, the terms and conditions of the Agreement or to
extend the time or period for the compliance with, 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

222
 RequestforProposal –
biddocument
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
Guaranteewillremaininforcefortheperiodspecifiedinparagraph8belowandunlessademand or
claim in writing is made by the Authority on the Bank under
thisGuaranteeallrightsoftheAuthorityunderthisGuaranteeshallbeforfeitedand
The Bank shall be relieved from its liabilities here under.

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 here under.
9. The Bank undertakes not to revoke this Guarantee during its currency, except with the
previous express consent of the Authority in writing, and 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 there of 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
suchnotice,whengivenbypost,itshallbesufficienttoprovethattheenvelopecontaining 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
isreleasedearlierbytheAuthoritypursuanttotheprovisionsoftheAgreement.

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

223
SIGNED,SEALED AND DELIVERED

For and on behalf of the Bank by:

(Signature)(Name)(De

signation)(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

$Insert date being 2(two) years from the date of issuance of this Guarantee (in accordance with Clause7.2 of
the Agreement).

Well as of issuing branch should be mentioned on the covering letter of issuing branch.

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 RequestforProposal –
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Annex – II

(Schedule - G)

(SeeClause19.2)

Form for Guarantee for Advance Payment

[DG(RD)&SS,

Ministry of Road Transport & Highways Transport Bhawan, NewDelhi] WHEREAS:

225
(A) [name and address of contractor] (here in after called the “Contractor") has executed an
agreement (hereinafter called the “Agreement”) with the [name and address of the authority],
(hereinafter called the “Authority”) for the construction of the ***** section of [National
Highway No. **] on Engineering, Procurement and Construction (the “EPC”) basis, subject to
and in accordance with the provisions of the Agreement
(B) In accordance with Clause 19.2 of the Agreement, the Authority shall make to the Contractor
an interest bearing @Bank Rate + 3% advance payment (herein after called “Advance
Payment”) equalto10% (ten percent) of the Contract Price; and that the Advance Payment
shall be made in two installments subject to the Contractor furnishing an irrevocable and
unconditional guarantee by a scheduled bank for an amount equivalent to 110% (one
hundred and ten percent) of such installment to remain effective till the complete and full
repayment of the installment of the Advance Payment as security for compliance with its
obligations in accordance with the Agreement. The amount of {first/second} installment of the
Advance Payment Is Rs.------cr.(Rupees crore) and the

amount of this Guarantee is Rs. ------- cr. (Rupees ------ crore) (the “Guarantee Amount”)$.

(C) We,…………………..through our branch at ....................... (the “Bank”) have agreed to

Furnish this bank guarantee (hereinafter called the “Guarantee”) for the Guarantee Amount.

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

1. The Bank hereby unconditionally and irrevocably guarantees the due and faithful repayment
on time of the aforesaid installment of the Advance Payment under
andinaccordancewiththeAgreement,andagreesandundertakestopaytothe

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

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 RequestforProposal –
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Authority, upon its mere first written demand, and without any demur, reservation,
recourse, contester protest, and without any reference to the Contractor, such sum or
sums up to an aggregate sum of the Guarantee Amount as the Authority shall claim,
without the Authority being required to prove or to show grounds or reasons for its
demand and/or for the sum specified therein.

A letter from the Authority, under the hand of an officer not below the rank of [General
Manager in the National Highways Authority of India], that the Contractor has committed
default in the due and faithful performance of all or any of its obligations for the
repayment of the installment of the Advance Payment under and in accordance with the
Agreement shall be conclusive, final and binding on the Bank. The Bank further agrees
that the Authority shall be the sole judge as to whether the Contractor is in default in due
and faithful performance of its obligations during and under the Agreement and its
decision that the Contractor is in default shall be final and binding on the Bank, not
withstanding any differences between the Authority and the Contractor, or any dispute
between them pending before any court, tribunal, arbitrators or any other authority or
body, or by the discharge of the Contractor for any reason whatsoever.

2. In order to give effect to this Guarantee, the Authority shall be entitled to act as if the
Bank were the principal debtor and any change in the constitution of the Contractor
and/or the Bank, whether by their absorption with any other body or corporation or
otherwise, shall not in any way or manner affect the liability or obligation of the Bank
under this Guarantee.
3. It shall not be necessary, and the Bank hereby waives any necessity, for the Authority to
proceed against the Contractor before presenting to the Bank its demand under this
Guarantee.
4. The Authority shall have the liberty, without affecting in any manner the liability of the
Bank under this Guarantee, to vary at any time, the terms and conditions of the
Advance Payment or to extend the time or period of its repayment or to postpone for
any time, and from time to time, any of the rights and powers exercisable by the
Authority against the Contractor, and either to enforce or forbear from enforcing any of
the terms and conditions contained in the Agreement and/or the securities available to
the Authority, and the Bank shall not be released from its liability and obligation under
these presents by any exercise by the Authority of the liberty with reference to the
matters aforesaid or by reason of time being given to the Contractor or any other
forbearance, indulgence, act or omission on the part of the Authority or of any other
matter or thing whatsoever which under any law relating to sureties and guarantors
would but for this provision have the effect of releasing the Bank from its liability and
obligation under this Guarantee and the Bank hereby waives all of its rights under any
such law.
5. This Guarantee is in addition to and not in substitution of any other guarantee or
security now or which may hereafter be held by the Authority in respect of or relating to

227
 the Advance Payment.

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 RequestforProposal –
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6. Notwithstanding anything contained hereinbefore, the liability of the Bank under this
Guarantee is restricted to the Guarantee Amount and this Guarantee will remain in force
for the period specified in paragraph 8 below and unless sadem and or claim in writing
is made by the Authority on the Bank under this Guarantee all rights of the Authority
under this Guarantee shall be forfeited and the Bank shall be relieved from its liabilities
hereunder.

7. The Guarantee shall cease to be in force and effect on ****.Unless a demand or claim
under this Guarantee is made in writing on or before the aforesaid date, the Bank shall
be discharged from its liabilities hereunder.
8. The Bank undertakes not to revoke this Guarantee during its currency, except with the
previous express consent of the Authority in writing, and declares and warrants that it
has the power to issue this Guarantee and the undersigned has full powers to do so on
behalf of the Bank.
9. Any notice by way of request, demand or otherwise hereunder may be sent by post
addressed to the Bank at its above referred branch, which shall be deemed to have
been duly authorized to receive such notice and to effect payment there of forthwith,
and if sent by post it shall be deemed to have been given at the time when it ought to
have been delivered in due course of post and in proving such notice, when given by
post, it shall be sufficient to prove that the envelope containing the notice was posted
and a certificate signed by an officer of the Authority that the envelope was so posted
shall be conclusive.
10. This Guarantee shall come into force with immediate effect and shall remain in force
and effect up to the date specified in paragraph 8 above or utilities released earlier by
the Authority pursuant to the provisions of the Agreement.

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

SIGNED,SEALED AND DELIVERED

For and on behalf of the Bank by:

(Signature)

(Name)

(Designation)

(Code Number)

223
 (Address)

NOTES:

(i) The bank guarantee should contain the name, designation and code number of the officer (s) signing the
guarantee.

$ Insert a date being 90(ninety) days after the end of one year from the date of payment of the Advance
payment to the Contractor (in accordance with Clause19.2 of the Agreement).

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

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 RequestforProposal –
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SCHEDULE - H

See Clauses10.1 (iv) and 19.3

Contract Price Weightages

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

1.2 Proportions of the Contract Price for different stages of Construction of the Project
Highway shall be as specified below:

Weightage
in
Percentage
Item percentage Stage for Payment
weightage
to the
Contract
Price

1 2 3 4

1) Bituminous Courses
4.02290%

2) Granular base including

Site Clearance and 19.62766%
Granular Sub Base (GSB) / WBM
0.01414%
Dismantling layer and drainage layer including
all type of non Bituminous crust

3) Cement concrete grade M-15 24.24752%

& M-20

4) Prestressed/ Reinforced 15.84007%

Cement Concrete M-20 & Above

231
 5) Rubble stone masonry in 16.06815%
cement mortar

2.78654%

6) Dry Rubble Masonry

7) Brick masonry in cement mortar 17.40716%

Weightage
in
Percentage
Item percentage Stage for Payment
weightage
to the
Contract
Price

1 2 3 4
A – Earth work in hill side cutting and
strengthening

(1) Earth work in Shoulders 0%

(2) Sub-base Course (GSB) 0%

(3) Scarifying the existing Granular surface

0%
and WMM
Road works 27.09629

(4) Bituminous wearing coat

0%
(Prime coat+ Tack coat + BC)

B.1-Reconstruction/ New 4-lane

realignment/ bypass (Flexible
pavement)
(including Major & Minor junctions)

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 RequestforProposal –
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(1) Earthwork up to top of the sub- 0.00%

grade

(2) Sub Base Course (GSB) 0.00%

(3) Non-Bituminous Base Course 0.00%

(WMM)

(4) Bituminous Base Course 0.00%

(5) Wearing Coat 0.00%

B.2 – Reconstruction / New 2-lane realignment/ 0.00%

bypass(Flexible Pavement)

(1) Earth work in hill side cutting 20.81877%

including Embankment. Sub-grade
,roadway excavtion and roadwork
misc.

(2) Subbase course (CTSB) 6.38381%

(3) Dry lean concrete (DLC) 0.00%

(4 Non-Bituminous Base Course 15.61556%

(WMM)

(5 Bituminous Works( prime coat+ 25.51933%

Tack coat + DBM+BC)

233
 Weightage
in
Percentage
Item percentage Stage for Payment
weightage
to the
Contract
Price

1 2 3 4

C.1- Reconstruction/New service

road(Flexible pavement)

(1) Earthwork up to top of the sub- 0.00%

grade (including flyover stretch)

(2) Sub Base Course (GSB) 0.00%

(including flyover stretch)

(3) Non-Bituminous Base Course 0.00%

(WMM) (including flyover stretch)

(4) Bituminous Base Course 0.00%

(including flyover stretch)

(5) Wearing Coat (including flyover 0.00%

stretch)

C.2 – Reconstruction / New service road (Rigid 0.00%

Pavement)

(1) Earthwork up to top of the sub 0.00%

grade

(2) Sub base course (GSB) 0.00%

(3) Dry lean concrete (DLC) 0.00%

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 RequestforProposal –
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(4) Pavement quality concrete (PQC) 0.00%

course

D- Re-Construction and New

culverts on existing road,
realignments, bypasses:

Culverts (length < 6 m) (Box type & 31.66253%

HPC both)

A.1 - Widening and repairs of 0.00%

Minor Bridges (length > 6m and <
60m)

Minor Bridges 0.00%

A.2 - New of Minor Bridges (length 0.00%

> 6m and < 60m)
Minor Bridges/
Underpasses/ 23.43611%
Overpasses (1) Foundation + Substructure: On 48.10397%
completion of the foundation work
including foundations for wing and
return walls, abutments, piers up to
the abutment/pier cap

(2) Super-structure: On completion 49.43401%

of the super-structure in all respects
including wearing coat, bearings,
expansion joints, hand rails, crash
barriers, road signs & markings, tests
on completion etc. complete in all
respect.

235
 Weightage
in
Percentage
Item percentage Stage for Payment
weightage
to the
Contract
Price

1 2 3 4

(3) Approaches: On completion of

approaches including Retaining
walls, stone pitching, protection 1.10237%
works complete in all respect and fit
for use.

(4) Guide Bunds and River

Training works: (On completion of
1.35965%
Guide Bunds and river training works
complete in all respects.)

B.1 - Widening and repairs of

Underpasses/Overpasses

Underpasses/ Overpasses 0.00%

B.2 - New Underpasses/

Overpasses

(1) Foundation + Substructure: On

completion of the foundation work
including foundations for wing and 0.00%
return walls, abutments, piers up to
the abutment/pier cap

(2) Super-structure: On completion

of the super-structure in all respects
0.00%
including wearing coat, bearings,
expansion joints, hand rails, crash
barriers, road signs & markings,

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 RequestforProposal –
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tests on completion etc. complete in

all respect.
Wearing Coat (a) in case of
Overpass- wearing coat including
expansion joints complete in all
respects as specified and (b) in case
of underpass- rigid pavement
including drainage facility complete
in all respects as specified as
specified.

(3) Approaches: On completion of

approaches including Retaining
walls/Reinforced Earth walls, stone 0.00%
pitching, protection works complete
in all respect and fit for use.

237
 Weightage
in
Percentage
Item percentage Stage for Payment
weightage
to the
Contract
Price

1 2 3 4

A.1 - Widening and repairs of

Major Bridges

(1) Foundation: 0.00%

(2) Sub-structure: 0.00%

(3) Super-structure: (including

0.00%
bearings.)

Major Bridge (length >

60m.) works and (4) Wearing Coat including
0.00%
ROB/RUB/elevated expansion joints
sections/flyovers
including viaducts, if
any (5) Miscellaneous Items like hand
rails, crash barrier, road markings 0.00%
etc.
(Note - including VUP &
approaches of flyover)
(6) Wing walls/return walls 0.00%

(7) Guide bunds, river training

0.00%
works etc.

(8) Approaches (including

retaining walls, stone pitching, 0.00%
protection works).

A.2 - New major bridges

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 RequestforProposal –
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(1) Foundation: 0.00%

(2) Sub-structure: 0.00%

(3) Super-structure: (including

0.00%
bearings.)

(4) Wearing Coat including

0.00%
expansion joints

(5) Miscellaneous Items like hand

rails, crash barrier, road markings 0.00%
etc.

(6) Wing walls/return walls 0.00%

(7) Guide bunds, river training

0.00%
works etc.

(8) Approaches (including

retaining walls, stone pitching, 0.00%
protection works).

B.1 - Widening and repairs of

(a) ROB

(b) RUB

(1) Foundation 0.00%

(2) Sub structure 0.00%

(3) Superstructure (including

0.00%
bearing)

239
 Weightage
in
Percentage
Item percentage Stage for Payment
weightage
to the
Contract
Price

1 2 3 4

(4) wearing coat: (a) in case of

ROB - wearing coat including
expansion joints complete in all
respects as specified and (b) in 0.00%
case of RUB - rigid pavement under
RUB including drainage facility
complete in all respect as specified.

(5) Miscellaneous items (like hand

rails, crash barriers, road markings 0.00%
etc.)

(6) wing walls/return walls 0.00%

(7) Approaches (including retaining

walls, stone pitching, protection 0.00%
works).

B.2 - New ROB / RUB

(a) ROB

(b) RUB

(1) Foundation 0.00%

(2) Sub structure 0.00%

(3) Superstructure (including 0.00%

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 RequestforProposal –
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bearing)

(4) wearing coat: (a) in case of

ROB - wearing coat including
expansion joints complete in all
respects as specified and (b) in 0.00%
case of RUB - rigid pavement under
RUB including drainage facility
complete in all respect as specified.

(5) Miscellaneous items (like hand

rails, crash barriers, road markings 0.00%
etc.)

(6) wing walls/return walls 0.00%

(7) Approaches (including Retaining

walls/Reinforced Earth wall, stone 0.00%
pitching and protection works)

241
 Weightage
in
Percentage
Item percentage Stage for Payment
weightage
to the
Contract
Price

1 2 3 4

C.1 - Widening and repairs of

Elevated section/Flyover/Grade
Separators

(1) Foundation 0.00%

(2) Sub structure 0.00%

(3) Superstructure (including

0.00%
bearing)

(4) wearing coat including

0.00%
expansion joint

(5) Miscellaneous items (like hand

rails, crash barriers, road markings 0.00%
etc.)

(6) wing walls/return walls 0.00%

(7) Approaches (including Retaining

walls/Reinforced Earth wall, stone 0.00%
pitching and protection works)

C.2-New Elevated Section/

Flyovers/ Grade Separators

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(1) Foundation + (2) Sub structure 0.00%

(3) Superstructure (including 0.00%

bearing)

(4) wearing coat including 0.00%

expansion joint (including DBM, BC
of approaches and Mastic Asphalt of
VUP)

(5) Miscellaneous items (like hand 0.00%

rails, RCC crash barriers, median
road markings, painting, safety
devices, RPM, pedestrian guard
rails, overhead traffic signs etc.)

(6) wing walls/return walls 0.00%

(7) Approaches (including Retaining 0.00%

walls/Reinforced Earth wall, stone
pitching and protection works)

Weightage
in
Percentage
Item percentage Stage for Payment
weightage
to the
Contract
Price

1 2 3 4

1) KCC Type Drain 3.26253%

Other Works 27.45461%

9.43929%
2)Type - B, "THRIE" : Metal Beam

243
 Crash Barrier

2.58942%
3) Parapet Wall

4) Retaining Wall (Random Rubble 58.89857%

Masonry 1:6)

5) Breast Wall (Random Rubble 15.50874%

Masonry 1:6)

6) Gabion Wall 5 m height 8.28314%

0.54792%

7) Road Marking: - Lane, Centre

Line, Pedestrian crossing

8) Traffic [Link] 0.83926%

mandatory and informatory signs

9) Over head sign Truss 0.14538%

10) kilometer stone(5th) ) Ordinary 0.01844%

kilometer stone Hectometer stone

11 ) Road Delinators 0.12994%

12) Road Studs 0.19048%

13) ROW Pillars 0.14689%

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Weightage
in
Percentage
Item percentage Stage for Payment
weightage
to the
Contract
Price

1 2 3 4

1) Providing and laying of a HDPE

30.76081%
pipe PE 63 grade

1.74403%
2) Providing and Fixing Sump
chamber

3) Providing heavy section of Iron 0.18834%

grating at Intersection of link road

Miscellaneous Works 5.11874% 4) Engineering Measure 23.04736%

5) Biological measures 2.71365%

4.19640%

6) View Point- Km- 02,K-04,Km-

06,Km-08

7) Rest area- Km-07 31.70868%

8) High Mask Solar Light 5.64073%

245
 SLOPE STABILIZATION

Weightage
in
Percentage
Item percentage Stage for Payment
weightage
to the
Contract
Price

1 2 3 4

1) Supply and installation of high

0.86559%
tensile rolled cable net

0.25458%
2) Supply and installation of G.I
chain link fabric fencing
Land Slide Protection
worksLoc.01 (Ch. 16.88011%
0+500) 3) Supply and Installation of Self 7.25219%
driven rock anchor made of 40CR
material with outer dia of 38 mm
and inner dia of 19 mm

4) CC cladding (M20) with 3.52041%

excavation and reinforcement,
necessary naling required
complete in all respect.

Land Slide Protection

16.88011%
Loc.02 (Ch. 1) Supply and installation of high

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 RequestforProposal –
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2+880) tensile rolled cable net 0.59925%

0.17625%
2) Supply and installation of G.I chain
link fabric fencing

3) Supply and Installation of Self 4.48945%

driven rock anchor made of 40CR
material with outer dia of 38 mm and
inner dia of 19 mm

4) CC cladding (M20) with 1.85212%

excavation and reinforcement,
necessary naling required
complete in all respect.

1) Supply and installation of high

0.86559%
tensile rolled cable net

0.25458%
2) Supply and installation of G.I chain
link fabric fencing
Land Slide Protection
Loc.03 (Ch. 16.88011%
6+000) 3) Supply and Installation of Self 6.73418%
driven rock anchor made of 40CR
material with outer dia of 38 mm and
inner dia of 19 mm

4) CC cladding (M20) with 3.70424%

excavation and reinforcement,
necessary naling required
complete in all respect.

247
 1) Supply and installation of high
0.16646%
tensile rolled cable net

0.04896%
2) Supply and installation of G.I chain
link fabric fencing
Land Slide Protection
Loc.04 (Ch. 16.88011%
7+120) 3) Supply and Installation of Self 1.41590%
driven rock anchor made of 40CR
material with outer dia of 38 mm and
inner dia of 19 mm

4) CC cladding (M20) with 0.74085%

excavation and reinforcement,
necessary naling required
complete in all respect.

1) Supply and installation of high

0.29297%
tensile rolled cable net

0.08617%
2) Supply and installation of G.I chain
Land Slide Protection link fabric fencing
Loc.05 (Ch. 16.88011%
8+520)
3) Supply and Installation of Self 2.62460%
driven rock anchor made of 40CR
material with outer dia of 38 mm and
inner dia of 19 mm

4) CC cladding (M20) with 1.48170%

excavation and reinforcement,
necessary naling required

248
 RequestforProposal –
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complete in all respect.

1) Supply and installation of high

0.23970%
tensile rolled cable net

0.07050%
2) Supply and installation of G.I chain
link fabric fencing
Land Slide Protection
16.88011%
Loc.06 (Ch. 8.580)
3) Supply and Installation of Self 2.10659%
driven rock anchor made of 40CR
material with outer dia of 38 mm and
inner dia of 19 mm

4) CC cladding (M20) with 0.74085%

excavation and reinforcement,
necessary naling required
complete in all respect.

1) Supply and installation of high

0.22638%
tensile rolled cable net

Land Slide Protection

Loc.07 (Ch. 0.06658%
16.88011% 2) Supply and installation of G.I chain
8+600) link fabric fencing

3) Supply and Installation of Self 2.02025%

driven rock anchor made of 40CR
material with outer dia of 38 mm and
inner dia of 19 mm

249
 4) CC cladding (M20) with 0.74085%
excavation and reinforcement,
necessary naling required
complete in all respect.

1) Supply and installation of high

0.42614%
tensile rolled cable net

2) Supply and installation of G.I chain 0.12533%

link fabric fencing
Land Slide Protection
Loc.08 (Ch. 16.88011%
8+880)
3) Supply and Installation of Self 3.31528%
driven rock anchor made of 40CR
material with outer dia of 38 mm and
inner dia of 19 mm

4) CC cladding (M20) with 1.48170%

excavation and reinforcement,
necessary naling required
complete in all respect.

1) Supply and installation of high

0.38619%
tensile rolled cable net
Land Slide Protection
Loc.09 (Ch. 16.88011%
8+920)
0.11358%
2) Supply and installation of G.I chain
link fabric fencing

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 RequestforProposal –
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3) Supply and Installation of Self 3.10808%

driven rock anchor made of 40CR
material with outer dia of 38 mm and
inner dia of 19 mm

4) CC cladding (M20) with 1.48170%

excavation and reinforcement,
necessary naling required
complete in all respect.

1) Supply and installation of high

1.33167%
tensile rolled cable net

0.39167%
2) Supply and installation of G.I
chain link fabric fencing
Land Slide Protection
16.88011%
Loc.10 (Ch. 9+000)
3) Supply and Installation of Self 11.3963%
driven rock anchor made of 40CR
material with outer dia of 38 mm and
inner dia of 19 mm

4) CC cladding (M20) with excavation 3.70424%

and reinforcement, necessary naling
required complete in all respect.

Land Slide Protection

Loc.11 (Ch. 1) Supply and installation of high
16.88011%
9+120) tensile rolled cable net 0.79900%

251
 0.23500%
2) Supply and installation of G.I chain
link fabric fencing

3) Supply and Installation of Self 6.83778%

driven rock anchor made of 40CR
material with outer dia of 38 mm and
inner dia of 19 mm

4) CC cladding (M20) with 2.22255%

excavation and reinforcement,
necessary naling required
complete in all respect.

1) Supply and installation of high

0.57928%
tensile rolled cable net

0.17038%
2) Supply and installation of G.I
chain link fabric fencing
Land Slide Protection
16.88011%
Loc.12 (Ch.9+160)
3) Supply and Installation of Self 4.86069%
driven rock anchor made of 40CR
material with outer dia of 38 mm and
inner dia of 19 mm

4) CC cladding (M20) with 1.48170%

excavation and reinforcement,
necessary naling required
complete in all respect.

Land Slide Protection

16.88011%
Loc.13 (Ch. 1) Supply and installation of high

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 RequestforProposal –
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9+480) tensile rolled cable net 0.50604%

0.14883%
2) Supply and installation of G.I chain
link fabric fencing

3) Supply and Installation of Self 4.38585%

driven rock anchor made of 40CR
material with outer dia of 38 mm and
inner dia of 19 mm

4) CC cladding (M20) with 1.48169%

excavation and reinforcement,
necessary naling required
complete in all respect.

1) Supply and installation of high

0.43279%
tensile rolled cable net

0.12729%
2) Supply and installation of G.I chain
link fabric fencing
Land Slide Protection
Loc.14 (Ch. 16.88011%
9+520) 3) Supply and Installation of Self 3.34982%
driven rock anchor made of 40CR
material with outer dia of 38 mm and
inner dia of 19 mm

4) CC cladding (M20) with 1.48169%

excavation and reinforcement,
necessary naling required
complete in all respect.

253
 1.3 Procedure of estimating the value of work done

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

Table 1.3.1 Site Clearance and Dismantling Works

Procedure for estimating the value of other works done shall be as stated in table 1.3.1.

Table 1.3.1

Stage of Payment Weightage Payment Procedure

(Other
Works(0%of
Contract
price))

1) Bituminous Courses
4.02290%
Unit of measurement is linear length in
km. Payment shall be made on pro rata
basis on completion of a stage in a length
2) Granular base including of not less than 10 % (ten per cent) of the
Granular Sub Base (GSB) / 19.62766% total length.
WBM layer and drainage layer
including all type of non Payment shall be made on pro rata basis
Bituminous crust for completed facilities.

3) Cement concrete grade M- 24.24752%

15 & M-20

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 RequestforProposal –
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4) Prestressed/ Reinforced 15.84007%

Cement Concrete M-20 &
Above

5) Rubble stone masonry in 16.06815%

cement mortar

2.78654%

6) Dry Rubble Masonry

7) Brick masonry in cement 17.40716%

mortar

Table 1.3.2 Road works.

Procedure for estimating the value of other works done shall be as stated in table 1.3.2.

Table 1.3.2

Percentag
Stage of Payment e -weight Payment Procedure
age

A - Widening and strengthening of

existing road

(1) Earthwork in shoulders 0% Unit of measurement is linear

255
 Percentag
Stage of Payment e -weight Payment Procedure
age

length. Payment of each stage

(2) Sub-base Course (GSB) 0% shall be made on pro rata basis
on completion of a stage in a
length of not less than 10 (ten)
(3) Scarifying the existing Granular
0% percent of the total length.
surface and WMM

(4) Bituminous wearing coat

0%
(Prime coat+ Tack coat + BC)

B.1 - Reconstruction New 4-lane Unit of measurement is linear

realignment/bypass (Flexible length. Payment of each stage
pavement) shall be made on pro rata basis
on completion of a stage in full
length or 5(five) km. length,
(1) Earthwork up to top of the sub- 0.00%
whichever is less.
grade

(2) Sub-base Course 0.00%

(3) Non bituminous Base course 0.00%

(4) Bituminous Base course 0.00%

(5) Wearing Coat 0.00%

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 RequestforProposal –
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Percentage
Stage of Payment -weight Payment Procedure
age

B.2 - Reconstruction/ Unit of measurement is linear

realignment/bypass (Flexible length. Payment of each stage
Pavement) shall be made on pro rata
basis on completion of a stage
in full length or 5(five) km.
(1) Earth work in hill side cutting 20.81877%
length, whichever is less.
including Embankment. Sub-
grade ,roadway excavtion and
roadwork misc.

(2) Subbase course (CTSB) 6.38381%

(3) Dry lean concrete (DLC) 0.00%

(4) Non-Bituminous Base Course 15.61556%

(WMM)

(5) Bituminous Works( prime coat+ 25.51933%

Tack coat + DBM+BC)

C.1 - Reconstruction/ New Service Unit of measurement is linear

Road (flexible Pavement) length. Payment of each stage
shall be made on pro rata
basis on completion of a stage
(1) Earthwork up to top of the sub- in full length or 5(five) km.
0.00%
grade length, whichever is less.

(2) Sub base course (GSB) 0.00

257
 (3) Non-bituminous base course 0.00%
(WMM)

(4) Bituminous base course 0.00%

(5) wearing coat 0.00%

C.2 - Reconstruction/ New Service Unit of measurement is linear

Road (Rigid Pavement) length. Payment of each stage
shall be made on pro rata
basis on completion of a stage
(1) Earthwork up to top of the sub- in full length or 5(five) km.
0.00%
grade length, whichever is less.

(2) Sub base course (GSB) 0.00%

(3) Dry lean concrete (DLC) 0.00%

(4) Pavement quality concrete (PQC)

0.00%
course

D. - Reconstruction & Cost of each culvert shall be

New Culverts on existing determined on pro rata basis
road, realignments, with respect to the total
31.66253% number of culverts. Payment
bypasses: shall be made on the
completion of at least five
(1) Culverts (length < 6m)
culverts.

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 RequestforProposal –
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@. For example, if the total length of bituminous work to be done is 100 km, the cost per km of
bituminous work shall be determined as follows:

Cost per km = P x weightage for road work x weightage for bituminous work x (1/L)

Where P= Contract Price

L = Total length in km

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

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

1.3.3 Minor Bridges and Underpasses/Overpasses.

Procedure for estimating the value of Minor bridge and

Underpasses/Overpasses shall be as stated in table1.3.3:

Table 1.3.3

Stage of Payment Weightage Payment Procedure

A.1 - Widening and repairs of Minor Cost of each minor bridge shall be
Bridges determined on pro rata basis with
respect to the total linear length of
the minor bridges. Payment shall
(length > 6m and < 60m) 0%
be made on the completion of
widening & repair works of a minor
A.2 - New of Minor Bridges bridge.

(i) Foundation + Substructure: On (i) Foundation +Sub-Structure:

48.10397%
completion of the foundation work
including foundations for wing Cost of each minor bridge shall be

259
 Stage of Payment Weightage Payment Procedure

and return walls, abutments, determined on pro rata basis with

piers up to the abutment/pier cap respect to the total linear length
(m) of the minor bridges. Payment
against foundation + sub-structure
shall be made on pro-rata basis
on completion of a stage i.e. not
less than 25% of the scope of
foundation +sub-structure of each
bridge subject to completion of at
least two foundations along with
sub-structure up to abutment/pier
cap level of each bridge.

In case where load testing is

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

(ii) Super-structure: On completion (ii) Super-structure: Payment

of the super-structure in all shall be made on pro-rata basis
respects including wearing coat, on completion of a stage i.e.
bearings, expansion joints, hand 49.43401% completion of super-structure of at
rails, crash barriers, road signs & least one span in all respects as
markings, tests on completion specified in the column of “Stage
etc. complete in all respect. of Payment” in this sub-clause.

(iii) Approaches: On completion of (iii) Approaches: Payment shall be

approaches including Retaining made on pro-rata basis on
walls, stone pitching, protection completion of a stage i.e.
works complete in all respect and 1.10237% completion of approaches in all
fit for use. respect as specified in the column
of “Stage of Payment” in this sub-
clause.

(iv) Guide Bunds and River (iv) Guide Bunds and River
Training Works: On completion
of Guide Bunds and river training 1.35965% Training Works: Payment shall
works complete in all respects be made on pro-rata basis on
completion of a stage i.e.
completion of Guide Bunds and

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Stage of Payment Weightage Payment Procedure

River training Works in all

respects as specified.

Cost of each underpass/overpass

shall be determined on pro rata
basis with respect to the total
linear length of the
B.1 - Widening and repairs of
0.00% underpasses/overpasses.
Underpasses/ Overpasses
Payment shall be made on the
completion of widening & repair
works of a underpass / overpass.

261
 Stage of Payment Weightage Payment Procedure

B.2 - New Underpasses/

Overpasses:

(i) Foundation +Sub-Structure:

Cost of each minor bridge shall be

determined on pro rata basis with
respect to the total linear length (m)
of the minor bridges. Payment
against foundation + sub-structure
shall be made on pro-rata basis on
(i) Foundation + Substructure: On completion of a stage i.e. not less
completion of the foundation than 25% of the scope of foundation
work including foundations for +sub-structure of each bridge
0.00%
wing and return walls, subject to completion of at least two
abutments, piers up to the foundations along with sub-
abutment/pier cap structure up to abutment/pier cap
level of each bridge.

In case where load testing is

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

(ii) Super-structure: On completion

of the super-structure in all
respects including wearing coat,
(ii) Super-structure: Payment shall
bearings, expansion joints,
be made on pro-rata basis on
hand rails, crash barriers, road
completion of a stage i.e.
signs & markings, tests on 0.00% completion of super-structure of at
completion etc. complete in all
least one span in all respects as
respect
specified in the column of “Stage of
Payment” in this sub-clause.

Wearing Coat (a) in case of

Overpass- wearing coat

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 RequestforProposal –
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including expansion joints

complete in all respects as
specified and (b) in case of
underpass- rigid pavement
including drainage facility
complete in all respects as
specified as specified.

263
 Stage of Payment Weightage Payment Procedure

(iii) Approaches: On completion of (iii) Approaches: Payment shall be

approaches including Retaining made on pro-rata basis on
walls, stone pitching, protection 0.00% completion of a stage i.e.
works complete in all respect completion of approaches in all
and fit for use. respect as specified.

1.3.4Major Bridge works ROB/RUB and Structures.

Procedure for estimating the value of Major Bridge works, ROB/RUB and Structures shall be as stated
in table 1.3.4:

Table 1.3.4

Stage of payment Weightage Payment procedure

A.1 - Widening and repairs of

existing Major Bridges

(i) Foundation: (i)Foundation: Cost of each Major

Bridge shall be determined on pro rata
basis with respect to the total linear
length (m) of the Major Bridge. Payment
against foundation shall be made on
pro-rata basis on completion of a stage
0.00% i.e. not less than 25% of the scope of
foundation of the major Bridge subject
to completion of at least two
foundations of the major Bridge.

In case where load testing is required

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 RequestforProposal –
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Stage of payment Weightage Payment procedure

for foundation, the trigger of first

payment shall include load testing also
where specified.

(ii) Sub-structure: (ii) Sub-structure: Payment against

Substructure shall be made on pro-rata
basis on completion of a stage i.e. not
less than 25% of the scope of sub-
0.00%
structure of the major bridge subject to
completion of at least two sub-structures
of abutments/piers up to abutment/pier
cap level of the major bridge.

265
 Stage of payment Weightage Payment procedure

(iii) Super-structure: (including (iii) Super-structure: Payment shall be

bearings.) made on pro-rata basis on completion of
0.00% a stage i.e. completion of super-
structure including bearings of at least
one span in all respects as specified.

(iv) Wearing Coat including (iv) Wearing Coat: Payment shall be

expansion joints made on completion of wearing coat
0.00%
including expansion joints complete in all
respects as specified.

(v) Miscellaneous Items like (v) Miscellaneous: Payments shall be

hand rails, crash barrier, made on completion of all miscellaneous
road markings etc. 0.00% works like hand rails, crash barriers, road
markings etc. complete in all respects as
specified.

(vi) Wing walls/return walls (vi) Wing walls/return walls: Payments

shall be made on completion of all wing
0.00%
walls/return walls complete in all respects
as specified.

(vii) Guide bunds, River (vii) Guide Bunds, River Training

Training works etc. works: Payments shall be made on
0.00% completion of all guide bunds/river
training works etc. complete in all
respects as specified.

(viii) Approaches (including (viii) Approaches: Payments shall be

Retaining walls, stone made on completion of both approaches
pitching and protection 0.00% including stone pitching, protection
works) works, etc. complete in all respects as
specified.

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 RequestforProposal –
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Stage of payment Weightage Payment procedure

A.2 - New major

bridges

(i) Foundation: (i) Foundation: Cost of each Major

Bridge shall be determined on pro rata
basis with respect to the total linear
length (m) of the Major Bridge. Payment
against foundation shall be made on
pro-rata basis on completion of a stage
i.e. not less than 25% of the scope of
foundation of the major Bridge subject to
0.00% completion of at least two foundations of
the major bridge.

In case where load testing is required for

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

(ii) Sub-structure: (ii) Sub-structure: Payment against

Substructure shall be made on pro-rata
basis on completion of a stage i.e. Not
less than 25% of the scope of sub-
0.00%
structure of the major bridge subject to
completion of at least two sub-structures
of abutments/piers up to abutment/pier
cap level of the major bridge.

(iii) Super-structure: (including (iii) Super-structure: Payment shall be

bearings.) made on pro-rata basis on completion of
0.00% a stage i.e., completion of super-
structure including bearings of at least
one span in all respects as specified.

267
 (iv) Wearing Coat including (iv) Wearing Coat: Payment shall be
expansion joints made on completion of wearing coat
0.00%
including expansion joints complete in all
respects as specified.

(v) Miscellaneous Items like (v) Miscellaneous: Payments shall be

hand rails, crash barrier, made on completion of all miscellaneous
road markings etc. 0.00% works like hand rails, crash barriers, road
markings etc. complete in all respects as
specified.

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Stage of payment Weightage Payment procedure

(vi) Wing walls/return walls (vi) Wing walls/return walls: Payments

shall be made on completion of all wing
0.00%
walls/return walls complete in all respects
as specified.

(vii) Guide bunds, River Training (vii) Guide Bunds, River Training
works etc. works: Payments shall be made on
0.00% completion of all guide bunds/river
training works etc. complete in all
respects as specified.

(viii) Approaches (including (viii) Approaches: Payments shall be

Retaining walls, stone made on completion of both approaches
pitching and protection 0.00% including stone pitching, protection
works) works, etc. complete in all respects as
specified.

B.1 - Widening and repairs of

(a) ROB

(b) RUB

(i) Foundation (i) Foundation: Cost of each ROB/RUB

shall be determined on pro rata basis
with respect to the total linear length (m)
of the ROB/RUB. Payment against
foundation shall be made on pro-rata
basis on completion of a stage i.e. not
0.00% less than 25% of the scope of
foundation of the ROB/RUB subject to
completion of at least two foundations of
the ROB/RUB

In case where load testing is required for

269
 foundation, the trigger of first payment
shall include load testing also where
specified.

(ii) Sub-structure (ii) Sub-structure: Payment against sub-

structure shall be made on pro-rata basis
on completion of a stage i.e. not less
than 25% of the scope of sub- structure
0.00%
of ROB/RUB subject to completion of at
least two sub-structures of
abutments/piers up to abutment/pier cap
level of the ROB/RUB.

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Stage of payment Weightage Payment procedure

(iii) Super-structure (including (iii) Super-structure: Payment shall be

bearing) made on pro-rata basis on completion of
0.00% a stage i.e. completion of super-
structure including bearings of at least
one span in all respects as specified.

(iv) Wearing Coat including (iv) Wearing Coat: Payment shall be

expansion joints in case of made on completion of
ROB. In case of RUB-rigid (a) in case of ROB- wearing coat
pavement under RUB including expansion joints complete in
0.00%
including drainage facility as all respects as specified
specified and (b) in case of RUB-rigid pavement
under RUB including drainage facility
complete in all respects as specified.

(v) Miscellaneous Items like (v) Miscellaneous: Payments shall be

hand rails, crash barrier, made on completion of all miscellaneous
road markings etc. 0.00% works like hand rails, crash barriers, road
markings etc. complete in all respects as
specified.

(vi) Wing walls/return walls (vi) Wing walls/return walls: Payments

shall be made on completion of all wing
0.00%
walls/return walls complete in all respects
as specified.

(vii) Approaches (including (vii) Approaches: Payments shall be

retaining walls, stone made on completion of both approaches
pitching, protection works). 0.00% including stone pitching, protection
works, etc. complete in all respects as
specified

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 Stage of payment Weightage Payment procedure

B.2 - New

(a) ROB

(b) RUB

(i) Foundation (i) Foundation: Cost of each ROB/RUB

shall be determined on pro rata basis with
respect to the total linear length (m) of the
ROB/RUBs. Payment against foundation
shall be made on pro-rata basis on
completion of a stage i.e. not less than 25%
of the scope of foundation of the ROB/RUB
0.00% subject to completion of at least two
foundations of the ROB/RUB

In case where load testing is required for

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

(ii) Sub-structure (ii) Sub-Structure: Payment against

Sub-structure shall be made on pro-rata
basis on completion of a stage i.e. not
less than 25% of the scope of sub-
0.00%
structure of the ROB/RUB subject to
completion of at least two sub-structures
of abutments/piers upto abutment/pier
cap level of the ROB/RUB.

(iii) Super-structure (including (iii) Super-structure: Payment shall be

bearing) made on pro-rata basis on completion of
0.00% a stage i.e. completion of super-structure
including bearings of at least one span in
all respects as specified.

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(iv) Wearing Coat including (iv) Wearing Coat: Payment shall be

expansion joints in case of made on completion of
ROB. In case of RUB-rigid (a) in case of ROB- wearing coat
pavement under RUB including expansion joints complete in all
0.00%
including drainage facility as respects as specified
specified and (b) in case of RUB-rigid pavement
under RUB including drainage facility
complete in all respects as specified.

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 Stage of payment Weightage Payment procedure

(v) Miscellaneous Items like (v) Miscellaneous: Payments shall be

hand rails, crash barrier, made on completion of all miscellaneous
road markings etc. 0.00% works like hand rails, crash barriers, road
markings etc. complete in all respects as
specified.

(vi) Wing walls/return walls (vi) Wing walls/return walls: Payments

shall be made on completion of all wing
0.00%
walls/return walls complete in all respects
as specified.

(viii) Approaches (including (vii) Approaches: Payments shall be

Retaining walls /Reinforced made on completion of both approaches
Earth wall, stone pitching 0.00% including stone pitching, protection
and protection works) works, etc. complete in all respects as
specified

C.1 - Widening and repairs of

Elevated section/Flyover/
Grade Separators

(i) Foundation (i) Foundation: Cost of each structure

shall be determined on pro rata basis
with respect to the total linear length (m)
of the structure. Payment against
foundation shall be made on pro-rata
basis on completion of a stage i.e. not
less than 25% of the scope of
0.00%
foundation of the structure subject to
completion of at least two foundations of
the Structure.

In case where load testing is required for

foundation, the trigger of first payment

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shall include load testing also where

specified.

(ii) Sub-structure (ii) Sub-structure: Payment against sub-

structure shall be made on pro-rata basis
on completion of a stage i.e. not less
than 25% of the scope of sub- structure
0.00%
of structure subject to completion of at
least two sub-structures of
abutments/piers up to abutment/pier cap
level of the structure.

275
 Stage of payment Weightage Payment procedure

(iii) Super-structure (including (iii) Super-structure: Payment shall be

bearing) made on pro-rata basis on completion of
0.00% a stage i.e. completion of super-
structure including bearings of at least
one span in all respects as specified.

(iv) Wearing Coat including (iv) Wearing Coat: Payment shall be

expansion joints made on completion of wearing coat
0.00%
including expansion joints complete in all
respects as specified.

(v) Miscellaneous Items like (v) Miscellaneous: Payments shall be

hand rails, crash barrier, made on completion of all miscellaneous
road markings etc. 0.00% works like hand rails, crash barriers, road
markings etc. complete in all respects as
specified.

(vi) Wing walls/return walls (vi) Wing walls/return walls: Payments

shall be made on completion of all wing
0.00%
walls/return walls complete in all
respects as specified.

(vii) Approaches (including (vii) Approaches: Payments shall be

Retaining walls/Reinforced made on completion of both approaches
Earth wall, stone pitching 0.00% including stone pitching, protection
and protection works) works, etc. complete in all respects as
specified

C.2 - New Elevated

section/Flyover/Grade
Separators

(i) Foundation + Sub Structure 0.00% (i) Foundation + Sub Structure: Cost
of each structure shall be determined on

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pro rata basis with respect to the total

linear length (m) of the structure.
Payment against foundation shall be
made on pro-rata basis on completion of
a stage i.e. not less than 25% of the
scope of foundation of the structure
subject to completion of at least two
foundations of the Structure.

In case where load testing is required for

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

277
 Stage of payment Weightage Payment procedure

(ii) Sub-structure (ii) Sub-structure: Payment against sub-

structure shall be made on pro-rata basis
on completion of a stage i.e. not less
than 25% of the scope of sub- structure
0.00%
of structure subject to completion of at
least two sub-structures of
abutments/piers up to abutment/pier cap
level of the structure.

(iii) Super-structure (including (iii) Super-structure: Payment shall be

bearing) made on pro-rata basis on completion of
0.00% a stage i.e. completion of super-
structure including bearings of at least
one span in all respects as specified.

(iv) Wearing Coat including (iv) Wearing Coat: Payment shall be

expansion joints made on completion of wearing coat
0.00%
including expansion joints complete in all
respects as specified.

(v) Miscellaneous Items like (v) Miscellaneous: Payments shall be

hand rails, crash barrier, made on completion of all miscellaneous
road markings etc. 0.00% works like hand rails, crash barriers, road
markings etc. complete in all respects as
specified.

(vi) Wing walls/return walls (vi) Wing walls/return walls: Payments

shall be made on completion of all wing
0.00%
walls/return walls complete in all respects
as specified.

(vii) Approaches (including (vii) Approaches: Payments shall be

Retaining walls/Reinforced 0.00% made on completion of both approaches
Earth wall, stone pitching including stone pitching, protection
works, etc. complete in all respects as

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 RequestforProposal –
biddocument

and protection works) specified.

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

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

279
 1.3.5Other works.

Procedure for estimating the value of other works done shall be as stated in table 1.3.5.

Table 1.3.5

Stage of Payment Weightage Payment Procedure

(Other
Works(0% of
Contract
price))

1) KCC Type Drain 3.26253%

9.43929%
2)Type - B, "THRIE" : Metal
Beam Crash Barrier Unit of measurement is linear length in
km. Payment shall be made on pro rata
basis on completion of a stage in a length
2.58942% of not less than 10 % (ten per cent) of the
3) Parapet Wall total length.

Payment shall be made on pro rata basis

for completed facilities.
4) Retaining Wall (Random 58.89857%
Rubble Masonry 1:6)

5) Breast Wall (Random Rubble 15.50874%

Masonry 1:6)

6) Gabion Wall 5 m height 8.28314%

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 RequestforProposal –
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0.54792%

7) Road Marking: - Lane, Centre

Line, Pedestrian crossing

8) Traffic [Link] 0.83926%

mandatory and informatory
signs

9) Over head sign Truss 0.14538%

10) kilometer stone(5th) ) 0.01844%

Ordinary kilometer stone
Hectometer stone

11 ) Road Delinators 0.12994%

12) Road Studs 0.19048%

13) ROW Pillars 0.14689%

281
1.3.6 Miscellaneous Works

Procedure for estimating the value of other works done shall be as stated in table 1.3.6.

Table 1.3.6

Stage of Payment Weightage Payment Procedure

(Other
Works(0% of
Contract
price))

1) Providing and laying of a

30.76081%
HDPE pipe PE 63 grade

1.74403%
2) Providing and Fixing Sump
chamber

Unit of measurement is linear length in

km. Payment shall be made on pro rata
3) Providing heavy section of 0.18834%
basis on completion of a stage in a length
Iron grating at Intersection of
of not less than 10 % (ten per cent) of the
link road
total length.

4) Engineering Measure 23.04736% Payment shall be made on pro rata basis

for completed facilities.

5) Biological measures 2.71365%

4.19640%

6) View Point- Km- 02,K-04,Km-

06,Km-08

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 RequestforProposal –
biddocument

7) Rest area- Km-07 31.70868%

8) High Mask Solar Light 5.64073%

1.3.7 Slope Stablization

Procedure for estimating the value of other works done shall be as stated in table 1.3.7.

Table 1.3.7

Stage of Payment Weightage(Other Payment Procedure

Works(0%of
Contract price))

1) Location 1(0+500

Unit Measurement is SQM. Payment

1) Supply and installation of shall be made on pro rata basis on
0.86559%
high tensile rolled cable net completion work in not less than 10%
of total area

Unit Measurement is SQM Payment

0.25458%
2) Supply and installation of shall be made on pro rata basis on
G.I chain link fabric fencing completion work in not less than 10%
of total area

3) Supply and Installation of 7.25219%

Unit Measurement is RMT. Payment
Self driven rock anchor made
shall be made on pro rata basis on
of 40CR material with outer dia
completion work in not less than 10%
of 38 mm and inner dia of 19
of total length
mm

4) CC cladding (M20) with 3.52041% Unit Measurement is RMT. Payment

excavation and shall be made on pro rata basis on
reinforcement, necessary completion work in not less than 10%

283
 naling required complete in of total length
all respect.

2) Location 2(2+880)

Unit Measurement is SQM. Payment

1) Supply and installation of shall be made on pro rata basis on
0.59925%
high tensile rolled cable net completion work in not less than 10%
of total area

Unit Measurement is SQM Payment

0.17625%
2) Supply and installation of shall be made on pro rata basis on
G.I chain link fabric fencing completion work in not less than 10%
of total area

3) Supply and Installation of 4.48945%

Unit Measurement is RMT. Payment
Self driven rock anchor made
shall be made on pro rata basis on
of 40CR material with outer dia
completion work in not less than 10%
of 38 mm and inner dia of 19
of total length
mm

4) CC cladding (M20) with 1.85212%

Unit Measurement is RMT. Payment
excavation and
shall be made on pro rata basis on
reinforcement, necessary
completion work in not less than 10%
naling required complete in
of total length
all respect.

3) Location 3(6+000)

Unit Measurement is SQM. Payment

1) Supply and installation of shall be made on pro rata basis on
0.86559%
high tensile rolled cable net completion work in not less than 10%
of total area

Unit Measurement is SQM Payment

0.25458%
2) Supply and installation of shall be made on pro rata basis on
G.I chain link fabric fencing completion work in not less than 10%
of total area

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 RequestforProposal –
biddocument

3) Supply and Installation of 6.73418%

Unit Measurement is RMT. Payment
Self driven rock anchor made
shall be made on pro rata basis on
of 40CR material with outer dia
completion work in not less than 10%
of 38 mm and inner dia of 19
of total length
mm

4) CC cladding (M20) with 3.70424%

Unit Measurement is RMT. Payment
excavation and
shall be made on pro rata basis on
reinforcement, necessary
completion work in not less than 10%
naling required complete in
of total length
all respect.

4) Location 4(7+120)

Unit Measurement is SQM. Payment

1) Supply and installation of shall be made on pro rata basis on
0.16646%
high tensile rolled cable net completion work in not less than 10%
of total area

Unit Measurement is SQM Payment

0.04896%
2) Supply and installation of shall be made on pro rata basis on
G.I chain link fabric fencing completion work in not less than 10%
of total area

3) Supply and Installation of 1.41590%

Unit Measurement is RMT. Payment
Self driven rock anchor made
shall be made on pro rata basis on
of 40CR material with outer dia
completion work in not less than 10%
of 38 mm and inner dia of 19
of total length
mm

4) CC cladding (M20) with 0.74085%

Unit Measurement is RMT. Payment
excavation and
shall be made on pro rata basis on
reinforcement, necessary
completion work in not less than 10%
naling required complete in
of total length
all respect.

5) Location 5(8.520)

1) Supply and installation of Unit Measurement is SQM. Payment

285
 high tensile rolled cable net 0.29297% shall be made on pro rata basis on
completion work in not less than 10%
of total area

Unit Measurement is SQM Payment

0.08617%
2) Supply and installation of shall be made on pro rata basis on
G.I chain link fabric fencing completion work in not less than 10%
of total area

3) Supply and Installation of 2.62460%

Unit Measurement is RMT. Payment
Self driven rock anchor made
shall be made on pro rata basis on
of 40CR material with outer dia
completion work in not less than 10%
of 38 mm and inner dia of 19
of total length
mm

4) CC cladding (M20) with 1.48170%

Unit Measurement is RMT. Payment
excavation and
shall be made on pro rata basis on
reinforcement, necessary
completion work in not less than 10%
naling required complete in
of total length
all respect.

6) Location 6(8+580)

Unit Measurement is SQM. Payment

1) Supply and installation of shall be made on pro rata basis on
0.23970%
high tensile rolled cable net completion work in not less than 10%
of total area

Unit Measurement is SQM Payment

0.07050%
2) Supply and installation of shall be made on pro rata basis on
G.I chain link fabric fencing completion work in not less than 10%
of total area

3) Supply and Installation of 2.10659%

Unit Measurement is RMT. Payment
Self driven rock anchor made
shall be made on pro rata basis on
of 40CR material with outer dia
completion work in not less than 10%
of 38 mm and inner dia of 19
of total length
mm

0.74085% Unit Measurement is RMT. Payment

4) CC cladding (M20) with
shall be made on pro rata basis on

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 RequestforProposal –
biddocument

excavation and completion work in not less than 10%

reinforcement, necessary of total length
naling required complete in
all respect.

7) Location 7(8+600)

Unit Measurement is SQM. Payment

1) Supply and installation of shall be made on pro rata basis on
0.22638%
high tensile rolled cable net completion work in not less than 10%
of total area

Unit Measurement is SQM Payment

0.06658%
2) Supply and installation of shall be made on pro rata basis on
G.I chain link fabric fencing completion work in not less than 10%
of total area

3) Supply and Installation of 2.02025%

Unit Measurement is RMT. Payment
Self driven rock anchor made
shall be made on pro rata basis on
of 40CR material with outer dia
completion work in not less than 10%
of 38 mm and inner dia of 19
of total length
mm

4) CC cladding (M20) with 0.74085%

Unit Measurement is RMT. Payment
excavation and
shall be made on pro rata basis on
reinforcement, necessary
completion work in not less than 10%
naling required complete in
of total length
all respect.

8) Location 8(8+880)

Unit Measurement is SQM. Payment

1) Supply and installation of shall be made on pro rata basis on
0.42614%
high tensile rolled cable net completion work in not less than 10%
of total area

0.12533% Unit Measurement is SQM Payment

2) Supply and installation of
shall be made on pro rata basis on

287
 G.I chain link fabric fencing completion work in not less than 10%
of total area

3) Supply and Installation of 3.31528%

Unit Measurement is RMT. Payment
Self driven rock anchor made
shall be made on pro rata basis on
of 40CR material with outer dia
completion work in not less than 10%
of 38 mm and inner dia of 19
of total length
mm

4) CC cladding (M20) with 1.48170%

Unit Measurement is RMT. Payment
excavation and
shall be made on pro rata basis on
reinforcement, necessary
completion work in not less than 10%
naling required complete in
of total length
all respect.

9) Location 9(8+920)

Unit Measurement is SQM. Payment

1) Supply and installation of shall be made on pro rata basis on
0.38619%
high tensile rolled cable net completion work in not less than 10%
of total area

Unit Measurement is SQM Payment

0.11358%
2) Supply and installation of shall be made on pro rata basis on
G.I chain link fabric fencing completion work in not less than 10%
of total area

3) Supply and Installation of 3.10808%

Unit Measurement is RMT. Payment
Self driven rock anchor made
shall be made on pro rata basis on
of 40CR material with outer dia
completion work in not less than 10%
of 38 mm and inner dia of 19
of total length
mm

4) CC cladding (M20) with 1.48170%

Unit Measurement is RMT. Payment
excavation and
shall be made on pro rata basis on
reinforcement, necessary
completion work in not less than 10%
naling required complete in
of total length
all respect.

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10) Location 10(9+000)

Unit Measurement is SQM. Payment

1) Supply and installation of shall be made on pro rata basis on
1.33167%
high tensile rolled cable net completion work in not less than 10%
of total area

Unit Measurement is SQM Payment

0.39167%
2) Supply and installation of shall be made on pro rata basis on
G.I chain link fabric fencing completion work in not less than 10%
of total area

3) Supply and Installation of 11.3963%

Unit Measurement is RMT. Payment
Self driven rock anchor made
shall be made on pro rata basis on
of 40CR material with outer dia
completion work in not less than 10%
of 38 mm and inner dia of 19
of total length
mm

4) CC cladding (M20) with 3.70424%

Unit Measurement is RMT. Payment
excavation and
shall be made on pro rata basis on
reinforcement, necessary
completion work in not less than 10%
naling required complete in
of total length
all respect.

11) Location 11(9+120)

Unit Measurement is SQM. Payment

1) Supply and installation of shall be made on pro rata basis on
0.79900%
high tensile rolled cable net completion work in not less than 10%
of total area

Unit Measurement is SQM Payment

0.23500%
2) Supply and installation of shall be made on pro rata basis on
G.I chain link fabric fencing completion work in not less than 10%
of total area

289
 3) Supply and Installation of 6.83778%
Unit Measurement is RMT. Payment
Self driven rock anchor made
shall be made on pro rata basis on
of 40CR material with outer dia
completion work in not less than 10%
of 38 mm and inner dia of 19
of total length
mm

4) CC cladding (M20) with 2.22255%

Unit Measurement is RMT. Payment
excavation and
shall be made on pro rata basis on
reinforcement, necessary
completion work in not less than 10%
naling required complete in
of total length
all respect.

12) Location 12(9+160)

Unit Measurement is SQM. Payment

1) Supply and installation of shall be made on pro rata basis on
0.57928%
high tensile rolled cable net completion work in not less than 10%
of total area

Unit Measurement is SQM Payment

0.17038%
2) Supply and installation of shall be made on pro rata basis on
G.I chain link fabric fencing completion work in not less than 10%
of total area

3) Supply and Installation of 4.86069%

Unit Measurement is RMT. Payment
Self driven rock anchor made
shall be made on pro rata basis on
of 40CR material with outer dia
completion work in not less than 10%
of 38 mm and inner dia of 19
of total length
mm

4) CC cladding (M20) with 1.48170%

Unit Measurement is RMT. Payment
excavation and
shall be made on pro rata basis on
reinforcement, necessary
completion work in not less than 10%
naling required complete in
of total length
all respect.

13) Location 13(9+480)

1) Supply and installation of Unit Measurement is SQM. Payment

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 RequestforProposal –
biddocument

high tensile rolled cable net 0.50604% shall be made on pro rata basis on
completion work in not less than 10%
of total area

Unit Measurement is SQM Payment

0.14883%
2) Supply and installation of shall be made on pro rata basis on
G.I chain link fabric fencing completion work in not less than 10%
of total area

3) Supply and Installation of 4.38585%

Unit Measurement is RMT. Payment
Self driven rock anchor made
shall be made on pro rata basis on
of 40CR material with outer dia
completion work in not less than 10%
of 38 mm and inner dia of 19
of total length
mm

4) CC cladding (M20) with 1.48169%

Unit Measurement is RMT. Payment
excavation and
shall be made on pro rata basis on
reinforcement, necessary
completion work in not less than 10%
naling required complete in
of total length
all respect.

14) Location 14(9+520)

Unit Measurement is SQM. Payment

1) Supply and installation of shall be made on pro rata basis on
0.43279%
high tensile rolled cable net completion work in not less than 10%
of total area

Unit Measurement is SQM Payment

0.12729%
2) Supply and installation of shall be made on pro rata basis on
G.I chain link fabric fencing completion work in not less than 10%
of total area

3) Supply and Installation of 3.34982%

Unit Measurement is RMT. Payment
Self driven rock anchor made
shall be made on pro rata basis on
of 40CR material with outer dia
completion work in not less than 10%
of 38 mm and inner dia of 19
of total length
mm

1.48169%
4) CC cladding (M20) with Unit Measurement is RMT. Payment

291
 excavation and shall be made on pro rata basis on
reinforcement, necessary completion work in not less than 10%
naling required complete in of total length
all respect.

2. Procedure for payment for Maintenance

2.1 The cost for maintenance shall be as stated in Clause14.1.1.

2.2 Payment for Maintenance shall be made in quarterly installments in accordance with
the provisions of Clause 19.7.

Schedule-I

(See Clause10.2 (iv))

Drawings

1. Drawings

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 RequestforProposal –
biddocument

In compliance of the obligations set forth in Clause10.2 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.

293
 Annex –I

(Schedule-I)

List of Drawings

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

1. Typical Cross Sections, including all details.

2. Road safety plan etc.

3. Quarry map and location plan

4. Any other drawing as directed by Authority Engineer

5. All other drawings as per good industrial practices and relevant codal provision etc. complete.

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Schedule - J

(See Clause 10.3 (ii))

Project Completion Schedule

1. Project Completion Schedule

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

2. Project Milestone-I

(i) Project Milestone-I shall occur on the date falling on the [32nd ] 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 [54th]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 and should have started construction of all bridges

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4. Project Milestone-III

(i) Project Milestone-III shall occur on the date falling on the [77th]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.

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5. Scheduled Completion Date

(i) The Scheduled Completion Date shall occur on the [90th] day from the Appointed Date.

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

6. Extension of time

Upon extension of any or all of the aforesaid Project Milestones or the Scheduled
Completion Date, as the case may be, under and in accordance with the provisions of this
Agreement, the Project Completion Schedule shall be deemed to have been amended
accordingly.

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 Schedule-K

(See Clause12.1 (ii))

Tests on Completion

1. Schedule for Tests

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

(ii) The Contractor shall notify the Authority’s Engineer of its readiness to subject the Project
Highway to Tests at any time after 10 (ten) days from the date of such notice, and upon
receipt of such notice, the Authority’s Engineer shall, in consultation with the Contractor,
determine the date and time for each Test and notify the same to the Authority who may
designate its representative to witness the Tests. The Authority’s Engineer shall thereupon
conduct the Tests itself or cause any of the Tests to be conducted in accordance
withArticle12andthisSchedule-K.

2. Tests

(i) Visual and physical test: The Authority’s Engineer shall conduct a visual and physical check
of construction to determine that all works and equipment forming part there of conform to
the provisions of this Agreement. The physical tests shall include[***].

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

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(iii) Tests for bridges: All major and minor bridges shall be subjected to the re bound 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, except tests as
specified in clause5, but shall include measuring the reflectivity of road markings and road
signs; and measuring the illumination level (lux)of lighting using requisite testing equipment.
(v) Environmental audit: The Authority’s Engineer shall carry out a check to determine
conformity of the Project Highway with the environmental requirements set forth in
Applicable Laws and Applicable Permits.

(vi) Safety Audit: The Authority’s Engineer shall carry out, or cause to be carried out, a safety
audit to determine conformity of the Project Highway with the safety requirements and Good
Industry Practice.

3. Agency for conducting Tests

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

4. Completion Certificate

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

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

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 Sr. Key metrics of
Asset
Equipment to be used Frequency of condition survey
No.

1 Surface Network Survey At least twice a year (As per survey months
defects Vehicle(NSV) defined or the state basis rainy season)
of
pavement

2 Roughness of Network Survey At least twice a year (As per survey months
pavement vehicle(NSV) defined for the state basis rainy season)

3 Strength of Falling Weight At least once a year

pavement Deflecto meter(FWD)

4 Bridges Mobile Bridge At least twice a year (As per survey months
Inspection Unit(MBU) defined for the state basis rainy season)

5 Road signs Retro- reflecto meter At least twice a year (As per survey months
defined for the state basis rainy season)

The first testing with the help of NSV shall be conducted at the time o issue of Completion
Certificate.

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Schedule-L

(See Clause12.2)

Completion Certificate

1 I,…………………….(NameoftheAuthority’sEngineer),actingastheAuthority’sEngineer, under
and in accordance with the Agreement dated .............................................................. (the
“Agreement”), for [construction of the****section (km**tokm**) of National Highway No. ***]
(the “Project Highway”) on Engineering, Procurement and Construction (EPC) basis
through.................................................................................. (Name of Contractor),hereby

Certify that the Tests in accordance with Article12 of the Agreement have been successfully
undertaken to determine compliance of the Project Highway with the provisions of the
Agreement, and I am satisfied that the Project Highway can be safely and reliably placed in
service of the Users thereof.

2 It is certified that, in terms of the aforesaid Agreement, all works forming part of Project
Highway have been completed, and the Project Highway is hereby declared fit for entry into
operation on this the………day of………20…,Scheduled Completed

Date for which was the……… day of………20…..

SIGNED,SEALED AND DELIVERED

For and on behalf of the Authority’s Engineer by:

(Signature)

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 (Name)(

Designation)(Address)

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Schedule-M

(SeeClauses14.6,15.2and19.7)

Payment Reduction for Non-Compliance

1. Payment reduction for non-compliance with the Maintenance

Requirements

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

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

(iii) The Authority’s Engineer shall calculate the amount of payment reduction on the basis of
weightage in percentage assigned to non-conforming items as given in Paragraph2.

2. Percentage reductions in lump sum payments on monthly basis

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

[Link]. Item/Defect/Deficiency Percentage

(a) Carriageway/Pavement

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

(ii) Repairs of Edges, Rutting 5%

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 (b) Road, Embankment, Cuttings, Shoulders

(i) Edge drop, in adequate crossfall, undulations, settlement, potholes, ponding, 10%
obstructions

(ii) Deficient slopes, rain cuts, disturbed pitching, vegetation growth, pruning of trees 5%

(c) Bridges and Culverts

(i) Desalting, cleaning. Vegetation grows with, damaged pitching, flooring, parapets, 20%
wearing course, footpaths, any damage to foundations

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

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[Link]. Item/Defect/Deficiency Percentage

(iii) Painting, repairs/ replacement kerbs, railings, parapets, guideposts /crash barriers 5%

(d) Road side Drains

(i) Cleaning and repair of drains 5%

(e) Road Furniture

(i) Cleaning, painting, replacement of road signs, delineators, road markings, 200 5%
th
m/km/5 km stones

(f) Miscellaneous Items

(i) Removal of dead animals, broken down/ accidented vehicles, fallen trees, road 10%
blockades or malfunctioning of mobile crane, Slope Stabilization Works.

(ii) Any other Defects in accordance with paragraph1. 5%

(g) Defects in Other Project Facilities Including View Point, Rest Area 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 o particular item/Defect/ deficiency for deduction

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

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

L 1=Non-complying length L =Total length of the road,

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

item/Defect/deficiency

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

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

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Schedule-N

(See Clause18.1 (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 there of 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 for th with 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 Annex1 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-own identity which is owned or controlled by the Authority shall not be eligible
for appointment as Authority’s Engineer.

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 Annex – I

(Schedule-N)

Terms of Reference for Authority’s Engineer

1. Scope

(i) These Terms of Reference (the “TOR”) for the Authority’s Engineer are being specified
pursuant to the EPC Agreement dated.......... .(the“ Agreement), which has been entered in
to between the [name and address of the Authority](the “Authority”)and .......... (the
“Contractor”)# for “Improvement and rehabilitation of existing damaged pavement (5.50 m
carriageway) of NH – 127 C under NH (O) from Chainage 15.00 Km to Chainage 40.190 Km
(Total length = 25.190 Km) under Abhayapuri Construction Division, Abhayapuri in the state
of Assam for the year 2024-25” under Abhayapuri Construction Division in the state of
Assam. 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 here in 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.

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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 creates a
financial liability on either Party.

(iii) The Authority’s Engineer shall submit regular periodic reports, at least once every month, to
the Authority in respect of its duties and functions under this Agreement. Such reports shall
be submitted by the Authority’s Engineer within 10 (ten) days of the beginning of every
month.

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

(v) The Authority’s Engineer shall aid and advise the Authority on any proposal for Change of
Scope under Article13.

(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 state mentrelying on good industry practice and authentic literature.

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 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 Clause10.1(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 afore said period of 15(fifteen) days may be extended up to
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 o f21 (twenty-
one) days stating the modifications, if any, required thereto.
(iv) The Authority’s Engineer shall complete the review and approve of the methodology
proposed to be adopted by the Contractor for executing the Works, and convey its
comments to the Contractor within a period of 10 (ten) days from the date of receipt of the
proposed methodology from the Contractor.

(v) The Authority’s Engineer shall grant written approval to the Contractor, where necessary, for
interruption and diversion of the flow of traffic in the existing lane(s) of the Project Highway
for purposes of maintenance during the Construction Period in accordance with the
provisions of Clause10.4.

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

(vii) The Authority’s Engineer shall inspect the Construction Works and the Project Highway and
shall submit a monthly Inspection Report bringing out the results of inspections and the

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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 management. For purpose of this paragraph 4 (ix),
the tests specified in the MORTH Specifications for Road and Bridge Works and respective
Indian Roads Congress Standards/Guidelines/Manuals, together with any other
Indian/International Standards mentioned therein including any modifications/substitutions
thereof shall be deemed to be tests confirming to Good Industry Practice for
quality management.

(x) The Authority's Engineer shall witness all the quality control tests carried out by Contractor at
its laboratory/main the site laboratory/field/plants. These include tests for all materials,
mixes, products, etc. Authority's Engineer shall also witness all tests of finished products like
bearing in the manufacturers' laboratory as mandated in respective standards. Authority's
Engineer will also conduct review of quality control documents in respect manufactured of
materials/finished products etc. as per IRC:SR112.

(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 MORTH
specifications for Road & Bridge works and respective Indian Roads Congress
Standards/Guidelines/Manuals together with any other Indian/International Standards
referred thereto. 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 carryout
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 21.6shallapply.

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(xiv) In the event that the Contractor fails to achieve any of the Project Milestones, the Authority’s
Engineer shall undertake a review of the progress of construction and identify potential
delays, if any. If the Authority’s Engineer shall determine that completion of the Project
Highway is not feasible within the time specified in the Agreement, it shall require the
Contractor to indicate within 15(fifteen) days the steps proposed to be taken to expedite
progress, and the period within which the Project Completion Date shall be achieved. Upon
receipt of a report from the Contractor, the Authority’s Engineer shall review the same and
send its comments to the Authority and the Contractor forthwith.

(xv) The Authority’s Engineer shall obtain from the Contractor a copy of all the Contractor’s
quality control records and documents before the Completion Certificate is issued pursuant
to Clause12.2.

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

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

(xviii) The Authority’s Engineer shall carry out, or cause to be carried out, all the Tests specified in
Schedule-K and issue a Completion Certificate, as the case may be. For carrying out its
functions under this 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 a joint monthly inspection with the
Contractor.

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(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 carryout, 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, inconformity with Good Industry Practice, specify the permissible
limit of deviation or deterioration with reference to the Specifications and Standards and shall
also specify the time limit for repair or rectification of any deviation or deterioration beyond
the permissible limit.

(v) The Authority’s Engineer shall examine the request of the Contractor for closure of any
lane(s) of the Project Highway for undertaking maintenance/repair thereof, and shall grant
permission with such modifications, as it may deem necessary, within 5(five) days of
receiving a request from the Contractor. Upon expiry of the permitted period of closure, the
Authority’s Engineer shall monitor the reopening of such lane(s), and in case of delay,
determine the Damages payable by the Contractor to the Authority under Clause14.5.

6. Determination of costs and time

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

(ii) TheAuthority’sEngineershalldeterminetheperiodofTimeExtensionthatisrequiredtobedetermine
d by it under the Agreement.

(iii) The Authority’s Engineer shall consult each Party in every case of determination in
accordance with the provisions of Clause18.5.

7. Payments

(i) The Authority’s Engineer shall with hold payments for the affected works for which the
Contract or fails to revise and resubmit the Drawings to the Authority’s Engineer in

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 accordance with the provisions of Clause 10.2 (iv)(d).

(ii) Authority’s Engineer shall-

(a) within10(ten) days of receipt of the Stage Payment Statement from the Contractor
pursuant to Clause19.4, 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) within15(fifteen)days of the receipt of the Stage Payment Statement referred to in
Clause19.4, 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 Clause19.10.

(iii) The Authority’s Engineer shall, within 15 (fifteen) days of receipt of the Monthly Maintenance
Statement from the Contractor pursuant to Clause19.6, verify the Contractor’s monthly
statement and certify the amount to be paid to the Contractor in accordance with the
provisions of the Agreement.

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

8. Other duties and functions

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

9. Miscellaneous

(i) A copy of all communications, comments, instructions, Drawings or Documents sent by the
Authority’s Engineer to the Contractor pursuant to this TOR, and a copy of all the test results
with comments of the Authority’s Engineer thereon, shall be furnished by the Authority’s
Engineer to the Authority forthwith.

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

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(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 Partisan arriving at an amicable settlement of any Dispute between
the Parties.

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

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 Schedule-O

(See Clauses19.4(i),19.6(i), and19.8(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 Clause19.3
(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 ofClause13.2(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 up to the last claim:
i. For the Works executed (excluding Change of Scope orders);
ii. For Change of Scope Orders, and
iii. Taxes deducted

2. Monthly Maintenance Payment Statement

The monthly Statement for Maintenance Payment shall state:

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(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 adjustment sin 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

(See Clause 20.1)

Insurance

1. Insurance during Construction Period

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

(a) Insurance of Works, Plant and Materials and an additional sum of [15(fifteen)]
percent 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.

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 (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 underparagraph1.1
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 Clause20.9), 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.[*****]

(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

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 RequestforProposal –
biddocument
the Authority.

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 Schedule-Q

(SeeClause14.10)

Tests on Completion of Maintenance Period

1. Riding Quality test:

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

2. Visual and physical test:

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

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 RequestforProposal –
biddocument

Schedule-R

(SeeClause14.10)

Taking Over Certificate

I,…………………….(Name and designation of the Authority’s Representative)under and in accordance with

the Agreement dated…………(the “Agreement”),for[construction of the

****section(km**to km**)of

****] (the “Project Highway”) on Engineering, Procurement and Construction (EPC) basis through
...................................... (Name of Contractor),here by 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

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 (Signature)(Name and designation of Authority’s Representative)

(Address)

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 RequestforProposal –
biddocument

SCHEDULE (S)

(See Clause 26.1 (iii) )

Procedure for Dispute Resolution Board

The parties to the Contract Agreement mutually agree as follows :

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

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

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

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

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

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

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

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

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

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

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 Annexure to Schedule (S)

Disputes Resolution Board’s Rules and Procedures

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

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

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

3. The Contractor shall:

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

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

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 RequestforProposal –
(a) biddocument
The Board shall terminate its regular activities when either (I) issuance of completion
certificate and completion of punch list items or (II) the parties have terminated the contract and
when, in either case, the Board has communicated to the parties and the Authority engineer its
decision on all disputes previously referred to it.
(b) Once the Board has terminated its regular activities as provided by the previous paragraph, the
Board shall remain available to process any dispute referred to it by either party. In case of such a
referral, Board Members shall receive payments as provided in paragraphs 7 (a) (ii), (iii) and (iv).

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

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

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

(a) The Board shall visit the Site and meet the representatives of the Employer and the
Contractor hand the Authority engineer at regular intervals, at times of critical construction events,
at the written request of either party, and in any case not less than 6 times in any period of 12

25
 months. The timing of Site visits shall be as agreed among the Employer, the Contractor and the
Board, but failing agreement shall be fixed by the Board.
(b) Site visits shall include an informal discussion of the status of the construction of the Works. Site
visits shall be attended by personnel from theEmployer, the Contractor and the Authority engineer.
(c) At the conclusion of such Site visit, the Board shall prepare a report covering its
activities during the visit and shall send copies to the parties and to the Authority engineer.
9. Procedure for Dispute Referral to the Board:
(a) If either party objects to any action or inaction of the other party or the Authority
engineer, the objecting party may file a written Notice of Dispute to the other party with a copy to
the Authority engineer stating that it is given pursuant to the Agreement and state clearly and in
details the basis of the dispute
(b) The party receiving the Notice of Dispute will consider it and respond to it in writing within 14
days after receipt.
(c) This response shall be final and conclusive on the subject, unless a written appeal to
the response is filed with the responding party within 10 days after receiving the response and
call upon Authority engineer to mediate and assist the parties in arriving an amicable settlement
thereof. Both parties are encouraged to pursue the matter further to attempt to settle the dispute.
(d) If the Authority engineer receiving the Notice of Dispute fails to provide a written response
within 14 days after receipt of such Notice or failing mediation by Authority engineer, either party
may require such dispute to be referred to the Board, either party may refer the dispute to the
Board by written Request to the Board. The Request for decision shall state clearly and in full
detail the specific issues of the dispute (s) to be considered by Board and shall be addressed to the
Chairman of the Board, with copies to the other Board Members, the other party, and the Authority
engineer and it shall stale that it is made pursuant to this Agreement.
(e) When a dispute is referred to the Board, and the Board is satisfied that the dispute requires
the Board's assistance, the Board decides when to conduct a hearing on the dispute. The Board may
request that written documentation and arguments from both parties be submitted to each Board
Member before the hearing begins. The parties shall submit insofar as possible agreed statements
of the relevant facts.
(f) During the hearing, the Contractor, the Employer, and the Authority engineer shall each have
ample opportunity to be heard and to offer evidence. The Board's decision for resolution of the
dispute will be given in writing to the Employer, the Contractor and the Authority engineer as soon
as possible, and n any event not more than 56 days or any mutually extended period between the
Employer and the Contractor. The time period of 55 days of issuance of DRB decision will
reckon/start from the day of first hearing that begins after submission of complete pleadings
(including supporting documents, if any) by the parties.
10. Conduct of Hearings:
(a) Normally hearings will be conducted at the Site, but any location that would be more
convenient and stil provide al required facilities and access to necessary documentation may be
utilized by the Board. Private session of the Board may be held at any cost effective location
convenient to the Board.

Video recordings of all hearings snail invariably be made

(b) The Employer, the Authority engineer and the Contractor shall be given opportunity to have
representatives at all hearings. Parties should restrain to bring any Advocate/Law Firm during DRB
hearings.
(c) During the hearings, no Board Member shall express any opinion concerning the merit
of the respective agreements of the parties.
(d) After the hearings are concluded, the Board shall meet privately to formulate its decision. The
private meeting (s) of the Board shall not exceed 3 sittings. All Board deliberations shall be
conducted in private, with all Members' individual views kept strictly confidential. The Board's
decisions, together with an explanation of its reasoning shall be submitted in writing to both parties
and to the Authority engineer. The decision shall be based on the pertinent contract provisions,
applicable laws and regulations and the facts and circumstances involved in the dispute.

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 RequestforProposal –
(e) The Board shall make every effort to reach a unanimous decision. If this biddocument
proves
impossible the majority shell decides and the dissenting Member may prepare a written minority
report together with an explanation of its reasoning for submission to both parties and to the
Authority engineer.
11. In all procedural matters, including the furnishing of written documents and arguments relating
to disputes, site visits and conduct of hearings, the Board shall have full and the final authority. If a
unanimous decision on any such matter proves impossible, the majority shall prevail.
12. After having been selected and where necessary approved each Board Member shall sign two
copies of the following declaration and make one copy available each to the Employer and to the
Contractor.

25
 RequestforProposal –
"BOARD MEMBER'S DECLARATION OF ACCEPTANCE" biddocument

WHEREAS

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

THEREFORE, the undersigned Board Member hereby declares as follows:

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

2. With respect to paragraph1 of Dispute Resolution Board's Rules and Procedure. saidAnnex A, I
declare
(a) that I have no financial interest of the kind referred to in subparagraph (a):
(b) that I have had no previous employment nor financial tics of the kind referred to in
subparagraph (b); and
(c) that I have made to both parties any disclosures that may be required by sub-paragraphs (b)
and (c).

3. I declare that I have --- no. of Arbitrations (list enclosed) and no. of DRBS (list

enclosed) in progress and that I will give sufficient time for the current assignment.

BOARD MEMBER

(insert name of Board Member)Date:

25
 Schedule of expenses and fees payable to the Member (s) of Dispute Resolution
Board (DRB)

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

S. No. PARTICULAR AMOUNT PAYBLE

1 Retainer-ship fee, secretarial Rs. 50,000/- per month for

assistance and incidental charges ( one package and
telephone, fax, postage etc.) maximum of Rs. 75,000/-
per month for 2 or more
packages

2(i) Fee for site visit or meetings at Rs. 25,000/- per day
site

(ii) Fee for meetings/hearings not at Rs. 10,000/- per day

site

3 Traveling expenses Economy class by air, AC first class

by train and AC taxi by road

4 Lodging & Boarding Rs.15,000/- per day

. (MetroCities); or

Rs. 10,000/- per day (in other

cities); or

Rs. 5,000/- per day (own

arrangement)

5 Extra charges for days other than Rs.5,000/-

hearing/meeting days (travel
daysmaximum of 2 days on each

Occasion)

6 Local conveyance Rs.2,000/-

Notes:

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 RequestforProposal –
(i) Lodging, boarding and travelling expenses will be allowed only for those memberswhobiddocument
are
residing 100 kms away from the place of meeting.
(ii) Delhi, Mumbai, Chennai, Kolkata, Bangalore and Hyderabad shall be considered asMetro
Cites
(iii) The above schedule of fee and expenses shall be applicable on or after the date ofissue of
this circular.
(iv) The expenses are to be shared equally by the parties i.e. Employer and Contractor.

25
 Appendix-I1:

Arbitration Rules of the Society for Affordable Redressel of Disputes

(SAROD)(SAROD'ARBITRATION RULES)

Under Clause 44.3.1

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 RequestforProposal –
Rule INDEX ARBITRATTION RULES OF SAROD biddocument

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

10. Settlement

41. Interest
42. Costs
43. Waiver
44. Exclusion of Liability
45. General Provisions
46. Amendment to Rules

25
 PREAMBLE

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

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

SAROD ARBITRATION RULES

Rule 1- Scope of Application

1.1 Where any agreement, submission or reference provides for arbitration at

the Society for Affordable Redressal of Disputes ("SAROD"), or under the
Arbitration Rules of the

SAROD and where the case is a domestic arbitration shall be conducted in

accordance

With the following Rules, or such Rules as amended by the SAROD where
the amendments take effect before the commencement of the Arbitration.
Parties may adopt following clause for inclusion in the contract:-

"Any dispute or difference whatsoever arising between the parties and of or

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

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

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 RequestforProposal –
biddocument

Rule 2 - Definitions

2.1 These Rules shall be referred to as the SAROD Arbitration Rules".

2.2 In these Rules:

"Act” means the ‘Arbitration and Conciliation Act 1996’ of India and any
statutoryModifications or re-enactments thereof.

"SAROD" means the Society for Affordable Redressal of Disputes.

"SAROD Arbitrator Panel" means the list of persons admitted to serve as

arbitratorsunder these Rules.

"NHAI" means National Highways Authority of India.

"NHBF" means the National Highways Builders Federation.

"GOVERNING BODY" means Governing Body of SAROD as defined in Article

9 ofMemorandum of Association.

"PRESIDENT" means President of Government Body of SAROD as defined

in Rules &Regulation of SAROD

“SECRETARY” means Secretary of SAROD as defined in Rules & Regulation

ofSAROD.

TRIBUNAL" means either a Sole Arbitrator or all arbitrators when more

than one isappointed

PARTY" means a party to an arbitration agreement.

Arbitration” means submission of pleadings, defence statement etc by E

mail andholding of proceedings via video conferencing.

Rule 3- Notice, Calculation of periods of Time

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

25
 communicationor
proposal, is deemed to have been received if it is physically delivered to the
addressee or if it is delivered at his habitual residence, place of business or
mailing address, or, if none of these can be found after making reasonable
inquiry, then at the addressee's last-known residence or place of business.
Notice shall be deemed tohave been received on the day it is so delivered,.

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

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

transmission.

Rule 4 - Commencement of Arbitration

4.1 Any party wishing to commence arbitration under these Rules ("The
Claimant") shall be with the Secretary and serve on the other party ("the
Respondent"), a written Notice of Arbitration ("the Notice of Arbitration")
which shall include the following:

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

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

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

8
 RequestforProposal –
biddocument

quantifiable at thetime he Notice or Arbitration is filed;

g. a proposal as to the number of arbitrators (i.e. one or three), if the
parties havenotPreviously agreed on the member; and
h. the name of the Claimant’s nominated arbitration.

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

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

Rule 5 - Response by Respondent

5.1 Within 14 days of receipt of the Notice of Arbitration, the Respondent shall
file with the Secretary and serve upon on the Claimant, a Response
including

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

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

5.2 A filing fee of Rs. 10.000- or any amount decided by Governing Body from
time to time is payable at the time of filing the Response.
5.3 In case parties have objection to the jurisdiction of Arbitral Tribunal, such
objection shall be raised not less than 15 days of the commencement of
Arbitration proceedings failing which it will be deemed that parties have
waived their right to objection.

Rule 6 Filing of Case Statements

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

6.2 Within 30 days after the service of the statement of Claimant's Case, the
Respondent must file with the Secretary and serve on the Claimant, a
statement of respondent's defence and counterclaim (if any) alongwith all

25
 documents to be relied upon by the Respondent.

6.3 Within 30 days after the service of the statement of Respondent's defence, if
the Claimant intends to challenge anything in the statement of
Respondent's defenceand/or counterclaim, the Clamant must then file with
the Secretary and serve on theRespondent:, a statement of claimant's reply
and if necessary, defence tocounterclaim.

6.4 No further case statement may be filed without the leave of the
Tribunal or if aTribunal has not been appointed, the Secretary.

6.5 The Tribunal or if a Tribunal has not been appointed, the Secretary, may
upon thewritten application of a party, extend the time limits provided
under this Rule.

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

Rule 7- Contents of Case Statements

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

7.2 It must

a. Set out all items of relief or other remedies sought together with the
amount ofall quantifiable claims and detailed calculations.

b. State fully its reasons for denying any allegation or statement of the
other party.

c. State fully its own version of events if a party intends to put forward a
version ofevents different from that given by the other party.

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

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Rule 8 - Default in Filing and Serving Case Statements

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

Rule 9 - Further Written Statements

9.1 The Tribunal will decide which further written statements, in addition to
the case statement(s) already filed, are required from the parties and shall
fix the periods of time for giving. Filing and serving such statements

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

Rule 10 - SARO to Provide Assistance

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

Rule 11 - Appointment of Tribunal

11.1 The disputes shall be decided by a Sole Arbitrator when the total claim of
dispute is Rs. 3 Crores or less.

11.2 In all cases of disputes claimed for more than Rs. 3 Crores, the tribunal shall
consist of odd number of arbitrator to be nominated by the parties. The
Presiding Arbitrator shall be appointed by the Arbitrator nominated by the

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 parties from amongst the panel maintained by SAROD For deciding the
Presiding Arbitrator a draw of lets can be carried out from amongst the
names suggested by the Arbitrators nominated by the Parties. The
eligibility criteria for empanelment of Arbitrators will be decided by the
Governing Body.

11.3 If a sale Arbitrator is to be appointed the Governing Body will appoint the
Arbitrator within 21 days from the date the Respondent's Statement of
Defence and Counterclaim (if any) is filed or falls due, whichever is earlier.
The Governing Body will appoint the Arbitrator from the panel of
Arbitrators by draw of lots,

11 .4 Arbitrator Presiding Arbitrator to be appointed under these Rules shall be a

person on the SAROD Arbitration panel as at the date of the appointment,

11.5 In the event of any party failing to appoint Arbitrator within 30 days of
receipt of the notice of Arbitration, the Governing Body shall appoint the
Arbitrator or Presiding Arbitrator as the case may be by a draw of lots.

Rule 12- Multiparty appointment of the Tribunal

12.1 If here are more than 2 parties in the arbitration, the parties shall agree on the
procedure for appointing the Tribunal within 21 days of the receipt of the
Notice of Arbitration

12. 2 If the parties are unable to do so, upon the lapse of the 21 days time period
mentioned herein, the Tribunal shall be appointed by the Governing Body
as soon as practicable.

Rule 13 - Appointment of Substitute Arbitrator

In the event of the death or resignation of any of the arbitrators, a

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

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Rule 14 - Independence and Impartiality of the Tribunal

14.1 The Tribunal conducting arbitration under these Rules shall be and remain
at all times independent and impartial, and shall not act as advocate for any
party.

14.2 A prospective arbitrator shall disclose to those who approach him in

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

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

circumstance referred to in Rule 14.2 to the Secretary and or to all parties.

Rule 15 - Code of Ethics for Arbitrators

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

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

Appointment

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

satisfied that he is able to discharge his duties without bias, he has an
adequate knowledge of the language of the arbitration, and he is able to give
to the arbitration the time and attention which the parties are reasonably
entitled to expect,

15.2 In this code, the masenhnemeludes the feminine.

Disclosure

15.3 A prospective arbitrator shall disclose, all facts or circumstances that may
give rise to justifiable doubts as to Ms impartially or independence. such

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 duty to continue thorough out the arbitral proceedings with regard to new
facts and circumstances.

15.4 A prospective arbitrator shall disclose to the Secretary and any party who
approaches him for a possible appointment.

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

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

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

Bias

15.5 The criteria for assessing questions relating to bias are impartiality and
independence. Partiality arises when an arbitrator favours one of the
parties or where he is prejudiced in relation to the subject matter of the
dispute. Dependence arises from relationships between an arbitrator and
one of the parties, or with someone closely connected with one of the
parties.

15.6 Any close personal relationship or current direct or indirect business

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

Communications

15.7 Before accepting an appointment, an arbitrator may only enquire as to the

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

15.8 No arbitrator shall confer with any of the parties or their Counsel until after
the Secretary gives notice of the formation of the Tribunal to the parties.

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15.9 Throughout he arbitral proceedings, an arbitrator hall avoid any unilateral

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

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

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

Confidentiality

15.12 The arbitration proceedings shall remain confidential. An arbitrator is in a

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

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

Rule 16 - Challenge of Arbitrators

16.1 An arbitrator may be challenged if there are circumstances that give rise to
justifiable doubts as to his impartially or independence and also it he or she
has committed any misconduct.

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

qualifications required by the agreement of the parties.

16.3 A party may challenge an arbitrator appointed on its nomination or with its
agreement only for reasons of which it becomes aware after the
appointment has been made.
16.4 A party who intends to challenge an arbitrator shall file with the Secretary
and serve on the other party or all other parties, whichever is applicable, a

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 Notice of Challenge.
16.5 The Notice of challenge must be filed and served within 14 days from the
appointment of the arbitrator or within 14 days after the circumstances
mentioned in Rule l5.1 became known to that party.

16.6 The Notice of Challenge must state the reasons for the challenge.

16.7 The arbitration shall be suspended until the challenge is resolved or

decided upon.

16.8 When an arbitrator has been challenged by one party, the other party may
agree to the challenge. The arbitrator may also, after the challenge,
withdraw from his office. However, it is not implied in either case that there
has been an acceptance of the validity of the grounds for the challenge. In
both cases, the procedure provided in Rule 11 read with Rule 13, shall be
used for the appointment of a substitute arbitrator.

Rule 17 - Decision on Challenge

17.1 If the other party docs not agree to the challenge and the arbitrator docs not
withdraw, the decision on the challenge will be made by the Governing
Body.
17.2 If the Governing Body sustains the challenge. a substitute arbitrator shall be
appointed or chosen pursuant to the procedure applicable to the
appointment of an arbitrator as provided in Rule 11 read with Rule 13. If
the Governing Body dismisses the challenge, the arbitrator shall continue
with the arbitration.

Rule 18- Removal of the Tribunal

18.1 The Governing Body may on the application of a party remove an arbitrator.

a. Who is physically or mentally incapable of conducting the

proceedings or where there are justifiable doubts as to his ability to
do so; or
b. Who has refused or failed to use all reasonable dispatch in
conducting the arbitration or making an award

c. Who has continuously absented from attending the proceedings for

more than 3 sitting without prior permission of Presiding Arbitrator
Governing Body of SAROD.

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18.2 The arbiter(s) conceded is entitled to appear and be heard at the hearing of
the application to remove him.

18.3 Upon the removal of the arbitrator, a substitute arbitration shall be

appointed in accordance with Rule 11 read with Rule 13.

18.4 The Governing Body's decision on the application is final and is not subject
to appealor review.

Rule 19 - Re-hearing in the Event of Replacement of the Tribunal

If the sole o presiding Arbitrator is replaced, there shall be a re-hearing. If

any other arbitrator is replaced, such re-hearing may take place at the
discretion of the Tribunal.

Rule 20 - Jurisdiction of the Tribunal

20.1 The Tribunal shall have the power to rule on its own jurisdiction, including
any objection with respect to the existence, termination or validity of the
arbitration agreement. For that purpose, an arbitration agreement which
forms part of a contract shall be treated as an agreement independent of the
other terms of the contract. A decision by the Tribunal that the contract is
null and void shall not entail ipso jure the invalidity of the arbitration
agreement.

20.2 The plea that the Tribunal Joes not have jurisdiction shall be raised not later
then in the Statement of Defense. A plca that the Tribunal is exceeding the
scope of its authority shall be raised promptly after the Tribunal has
indicated its intention to decide on the matter alleged to be beyond the
scope of its authority. In either case the Tribunal may nevertheless admit a
late plea under this Rule if it considers the delay justified. A party is not
precluded from raising such a plea by the fact that he has nominated, or
participated in the appointment of an arbitrator.

20.3 The Tribunal must rule on an objection that it lacks jurisdiction as a

preliminary question upon the objection being raised. It may rule on an
objection that it exceeds the scope of its authority either as a preliminary
question or in an award on the merits, as it deems just and convenient
20.4 In addition to the jurisdiction to exercise the powers defined elsewhere in

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 these Rules. The Tribunal shall have jurisdiction to determine any question
of law arising in the arbitration: proceed with the arbitration not with
sanding the failure or refusal of any party to comply with these Rules or
with the Tribunal's orders or directions, or to attend any meeting or
hearing, but only after giving that party written notice that it intends to do
so; and to receive and take into account such written or oral evidence as it
shall determine to he relevant, whether or not strictly admissible in law.

Rule 21 : Fees of SAROD and Arbitral Tribunal

Fee Schedule

Registration Fee (Non - Re fundable):Rs 10,000 or any amount fixed by

Governing Body from time to time. The Schedule of Fees and allied
expenditure shall be decided by Governing Body.

Rule 22- Transmission of File to the Tribunal

22.1 The Secretary shall, as soon as practicable transmit to the Tribunal, a file
containing the Notice of Arbitration, the Response and all case statements.

22.2 The Tribunal shall as soon as practicable, after consultation with the
parties, issue such orders and or directions as are necessary for the conduct
of the arbitration to conclusion, including a timetable for steps to be taken
in the arbitration and for the hearing of the arbitration.

Rule 23 - Judicial Seat of Arbitration

23.1 Unless otherwise agreed by the parties, the judicial seat of arbitration shall
be New Delhi.

23.2 Notwithstanding Rule 22.1 and 22.2. the Tribunal may, unless otherwise
agreed by the parties, hold hearings and meetings anywhere convenient,
subject to the provisions of Rule 28.2.

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Rule 24 - Language of Arbitration

The language of arbitrators shall be English. In case of material existing are

in any other language, other than English the same has to be translated to
English language.

Rule 25 - Conduct of the Proceedings

The Tribunal shall have the widest discretion allowed by the Act to ensure
the just. Expeditious, economical and final determination of the dispute. The
proceedings shall be conducted from [Link] to [Link] with a recess of one
hour.

Rule 26 - Communication between Parties and the Tribunal

26.1 Where the Tribunal sends any written communication to one party, it shall
send a copy to the other party or parties as the case may be.

26.2 Where a party sends any written communication (including Statements,

expert reports or evidentiary documents) to the Tribunal, the same shall be
copied to the other party or all other parties, whichever is applicable, and
show to the Tribunal that the same has been so copied.
26.3 The address of the parties for the purpose of all communications during the
proceedings shall be those set out in the Notice of Arbitration, or as cither
party may at any time notify the Tribunal and the other party or parties,
whichever is applicable.
26.4 A copy of correspondence between the parties and the Tribunal shall be
sent to the Secretary.

Rule 27-Party Representatives

Any party may be represented b legal practitioners or any other

representatives, subject to such proof of authority as the Tribunal may
require. The names andaddresses of such representatives must be notified
to the other party or parties. In case one party is represented by non-legal

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 person, another party will also be represented by non-legal person so as to
maintain natural justice.

Rule 28- Hearings

28.1 Unless the parties have agreed or documents-only arbitration, the tribunal
shall holda hearing for the presentation of evidence b witnesses, including
expert witnesses,or for oral submissions.

28.2 The Tribunal shall fix the date, tic and place of any meetings and hearings in
the arbitrations on the first hearing, and complete time table pertaining to
all the activities of the Arbitration, e g, submission of statement of claim,
reply therein, admission and denial of documents, visit/inspection of site if
any The tribunal shall stick to the time table with without any deviations
unless there are unavoidable circumstances warranting such deviation
which will be with the prior permission of the tribunal.

28.3 Prior to the hearing, the Tribunal may provide the Parties with matters Or
questions to which it wishes them to give special consideration.

28.4 In the event that a party to the proceedings without sufficient: cause, fails to
appear at a hearing of which the notice has been given, the Tribunal may
proceed with the arbitration and may make the Award after the party
present has submitted evidenceto prove its case.

28.5 All meetings and hearing shall be in private unless the parties agree
otherwise.

Rule 29 - Documents Only Arbitration

29.1 The Disputes may he decided without an oral hearing if it is so agreed by the
parties.

29.2.1 Where the parties agree to dispense with oral hearing, the Tribunal must be
promptly informed by cither of the parties. as soon as is practicable. The
Tribunal must also be promptly informed it, at a later stage, the pares or
either of them intends to apply for an oral hearing.

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29.2.2 Parties may seek discovery of documents if they are not satisfied with
existence of documents annexed with statement of claim, reply and counter
claim by giving self contained request to the Tribunal justifying the
necessity for such documents. Decision of tribunal shall be final and binding
upon the parties.

Rule 30- Witnesses

30.1 The Tribunal may require each party to give notice of the names and
designations of the witnesses it intends to call and reasons for legal
necessity of such witness.

30.2 No party shall call any expert witness without the leave of the Tribunal.

30.3 Any witness who gives evidence may be questioned by each party or its
representative subject to any rulings made by the Tribunal.

30.4 A Witness may be required by the Tribunal to testify under oath or

affirmation.

30.5 Subject to such order or direction which the Tribunal may make, the
testimony of witness may be presented in written form, either as signed statements
or by duly sworn of affirmed affidavits,

30.6 Any party may require a witness to attend an oral extermination at a

hearing. If the witness fails to attend the Tribunal may place such weight on the
written testimony as it thinks fit, (05 may exclude it together.

30.7 The Tribunal shall determine the admissibility, relevance, materiality and
weight of the evidence given by any withes.

Rule 31 - Experts Appointed by the Tribunal

31.1 Unless otherwise agreed by the parties, the Tribunal may:

a. appoint one or more experts to report the Tribunal on specific
issues:
b. require a party to give any such expert any relevant information or
to produce, or to provide access to, any relevant documents, goods
or property for inspection by the expert.

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 31.2 Unless otherwise agreed by the parties, if a party so requests or if the
Tribunal deem it fit, the expert shall, after delivery of his written or oral
report, participate in an oral hearing, at which the parties may question
him and present expert witnesses in order to testify on the points at issue.

31.3 Rule 30.2 shall not apply to an assessor appointed by agreement of the
parties, or to an expert appointed by the Tribunal to advise solely in
relation to procedural matters.

Rule 32 - Rules applicable to substance of dispute- (1) where the place

ofarbitration is situated in India,

32.1 In an arbitration, the arbitral tribunal shall decide the dispute submitted to
arbitration in accordance with the substantive law for the time being in
force in India;

Rule 33- Closure of Hearing

33.1 The Tribunal may inquire of the parties if they have any further proof to
offer or Witnesses to be heard or submission to make and. if there are
none, declare thehearing closed.

33.2 The Tribunal may also. in view of exceptional circumstance, reopen the
hearings atany time before the award is made.

Rule 34 - Additional Powers of the Tribunal

34.1 In addition to the powers conferred by the Act, the Tribunal shall also have
the power to:-
a. Allow any party, upon such terms (as to costs and otherwise) as it
shall determine, to amend claims or counterclaims;

b. Extend or abbreviate any time limits provided by these Rules:

c. Conduct such enquires as may appear o the Tribunal to be

necessary or expedient;
d. Order the parties to make any property or thing available for
inspection

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e. order any parties to produce to the Tribunal, and to the other

parties for inspection, and to supply copies of any documents or
classes of documentsin then possession, custody or power which he
Tribunal determines to be relevant.

f. Make orders or give directions to any party for interrogations;

g. Make orders or give directions to any party for an interim injunction

or any other interim measure:
h. Make such orders or give such directions as it deems fit in so far as
they are not inconsistent with the Act of any statutory re-enactment
thereof o such law which is applicable of these Rules.

34.2 If the parties so agree, the Tribunal shall also have the power to add other
parties (with their consent to be joined in the arbitration and make a single
Final Award determining all disputes between them.

Rule 35 - Deposits to Costs and Expenses

35.1 The Tribunal's fees and SAROD administration fees shall be ascertained in
accordance with the Schedule of Fees in Force at the time of
commencement of the arbitrator.

35.2 The Claimant shall deposit with the SAROD half of the fees payable at the
time of filing of the Statement of Case. The Respondent shall deposit with
the SAROD one- half of the fees payable at the time of filing the Statement of
Respondent's Defence and Counterclaim (if any). The balance of fees
payable shall be paid 60 days before the date of the final hearing or on such
other date that the Secretary may direct.

35.3 Where the amount of the claim or the counterclaim s not quantifiable at the
time payment is due, the Secretary will make a provisional estimate. The
lees will be adjusted in tic light of such information as may subsequently
become available if the arbitration is settled or disposed of without: a
hearing, the amount of the Tribunal's fees and SAROD administration fees
shall be finally determined by the Secretary who will have regard to all
the circumstances of the case, including the stage of proceedings at which
the arbitration is settled or otherwise disposed of.

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 35.4 The Secretary may from time to time direct parties make one or more
deposit(s) towards any further expenses incurred or to be incurred on
behalf of or for the benefit of the parties.

35.5 All deposit(s) shall be made to and held by the SAROD, Any interest which
may accrue on such deposits) shall be retained by the SAROD.
35.6 If a party fails to make the payments or deposits required or directed. the
Tribunal may refuse to hear the clams or counterclaims, whichever is
applicable. by the non- complying party, although it may proceed to
determine claims or counterclaims by any party who has complied with
orders.

35.7 The parties shall remain jointly and severally liable to the SAROD for
payment of all such fees and expenses until they have been paid in full even
if the arbitration is abandoned, suspended or concluded. by agreement or
otherwise, before the final Award is made.

Rule 36 - Decision Making by the Tribunal

36.1 Where a Tribunal has been appointed, any direction, order, decision or
award of the Tribunal must be made by the whole Tribunal or a majority. If
an arbitrator refuses or fails to sign the Award, the signatures of the
majority shall be sufficient, provided that the reason for the omitted
signature is stated.

36.2 If there is no unanimity, the same shall be made by the majority arbitrators’
as well as by the dissenting Arbitrator alone as if acting as a sole arbitrator.

36.3 However in the case of a three member tribunal the presiding arbitrator
may, after consulting the other arbitrators, make procedural ratings alone.

Rule 37 - The Award

37.1 It will be mandatory for the parties to submit written synopss of their
arguments respectively which will form part of the arbitral proceedings.

37.2 The Tribunal shall assemble at the assigned place in SAROD and shall

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exercise utmost secrecy and confidentiality in writing the award.

37.3 Unless the Secretary extends the time or the parties agree otherwise, the
Tribunal shall make is Award in writing within 30 days from the date on
which the hearings are closed and shall state the reasons upon which its
award is based. The award shall contain the date and shall be signed by the
arbitrator or arbitrators.

37.4 The Tribunal may make interim awards or separate awards on different
issues at different times.

37.5 All Awards must be submitted by the Tribunal to the Secretary and they
shall be issued through the Secretary

37.6 The Tribunal must deliver to the Secretary number of originals of the award
sufficient for the parties and for filing with the Secretary.

37.7 The Secretary shall release the award to the parties only upon receipt of
sufficient deposits to cover the fees and expenses due to the Tribunal and to
the SAROD.

37.8 By agreeing to have arbitration under these Rules, the parties undertake to
carry outthe award without delay.
37.9 Stamp duty on award shall be payable by the party in whose favor the
award has been pronounced.

Rule 38 - Additional Award

38.1 Within 30 days after the receipt of the award, either party, with notice to
the Secretary and the other party may request the Tribunal to make an
additional award as to claims presented in the arbitral proceedings but
omitted from the award.

38.2 If the Tribunal considers the request for an additional award to be justified
and considers that the omission can be rectified without any further
hearings or evidence, it shall notify all the parties within 7 days of the
receipt of the request, that it will make and additional award, and complete
the additional award within 30 days after the receipt of the request.

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 Rule 39 - Correction of Awards

39.1 Within 30 days of receiving an Award, unless another period of time has
been agreed upon by the parties, a party may by notice to the Secretary and
the other party request the Tribunal to correct in the Award, any errors in
computation, any clerical or typographical errors or any errors of similar
nature.

39.2 If the Tribunal considers the request to be justified, it shall make the
corrections) within 30 days of receiving the request. Any correction shall be
notified in writing to the parties and shall become part of the Award.

39.3 The Tribunal may correct any error of the type referred to in Rule 37,1 on
its own mutative within 30 day s of the date of the Award.

Rule 40- Settlement

40.1 If the parties arrived at amiable settlement of the disputes during the
currency proceedings, the parties shall file memo of settlement before the
tribunal who shall either issue an order for the termination of the arbitral
proceedings of, if requested by both parties or accepted by the Tribunal,
record the settlement of an arbitral award on agreed terms. The Tribunal is
not, obliged to give reasons for such an award.

40.2 The Parties shall:

a. Notify the Tribunal and the Secretary immediately if the arbitration is

settled orotherwiseTerminated
b. Make provision in any settlement for payment of all the costs of the
arbitrationand fees and expenses due to the SAROD and the Tribunal.

40.3 If the continuation of the arbitral proceedings becomes unnecessary or

impossible for any reason not mentioned in Rule 38.1. before the award is
made, the Tribunal shall inform the parties of its intention to issue an order
for the termination of the proceedings. The Tribunal shall have the power to
issue such an order unless party raises justifiable grounds for objection.

40.4 Copies of the order for termination of the arbitral proceedings or of the

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arbitral award on, agreed terns, signed by the Tribunal, shall be

communicated by the Tribunal to the parties through the Secretary.
Rule 41 - Interest

The Tribunal may award interest on any sum awarded at such rate as
applicable in fixed deposits of Sate Bank of India in respect of such periods
ending not later than the date of the award as the Tribunal considers just.

Rule 42 - Costs

42 .1 The Tribunal shall specify in the final award, the costs of the arbitrations
and decidewhich party shall bear them and in what proportion they shall be
borne.

42.2 In this Rule, "costs of the arbitration" shall include:

a. The fees and expenses of the Tribunal and the

administration fees of the SAROD as determined by the
Secretary in accordance with the Schedule of Fees:
b. The costs of tribunal appointed experts or of other
assistance rendered: and
c. All expenses which are reasonably incurred by the SAROD in
connection with the arbitration.

42.3 The Tribunal has power to order in its Award, that all or part of the legal or
other costs (such as legal fees and expenses. costs incurred in respect of
party appointed experts etc) of one party shall be paid by the other party.

Rule 43- Waiver

A party which is aware of non-compliance with these Rules and yet

proceeds with the arbitration without promptly stating is objection in
writing to such non- compliance shall be deemed to have waived its right to
object.

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 Rule 44- Exclusion Liability

44.1 The Tribunal, the President, the SAROD and any of its officers, employees or
agents shall not be liable to any party for any act or omission in connection
with anyarbitration conducted under these Rules.

44. 2 After the Award as been made and the possibilities of corrections and
additional Awards have lapsed or been exhausted, neither the Tribunal nor
the President shall be under any obligation to make any statement to any
person about any matter concerning the arbitration, and no party shall seek
to make any arbitrator or the President or the SAROD and any of its officers
a witness in any legal proceedings arising out of the arbitration.

Rule 45 - General Provisions

45.1 In all matters not expressly provided for in these Rules, the President, the
Secretary and the Tribunal shall act in the spirit of these Rules and shall
make every reasonable effort to ensure the just, expeditious and
economical conclusion of the arbitration.

45.2 The Secretary may from time to time issue Practice Notes on the
implementation of these Rules.
Rule 46 – Amendment to Rules

These Rules may from time to time be amended by the Governing Body of
SAROD

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