VOLUME - II - Agreement Package 3

National Highways Authority of India
EPC (ENGINEERING PROCUREMENT AND

CONSTRUCTION)
AGREEMENT
For
Construction of Four Laning of Chinthavaram to Turpu
Kanupur (Km 16+550 to Km 23+770) and Six Laning of
Turpu Kanupur to Port South Gate (Design Chainage
(Km 0+000 to 11+245) with a spur to Varagali from
Gunnampadiya Ch Km 6+635 (Km 0+000 to 3+285)
(Package-III) in The State Of Andhra Pradesh on EPC
Mode under Bharatmala Pariyojana Phase I
On
Engineering, Procurement & Construction
(EPC) Mode
UNDER BHARATMALA PARIYOJANA

PHASE I
National Highways Authority of India (NHAI)
JUNE, 2018
Construction of Four Laning of Chinthavaram to Turpu Kanupur (Km 16+550 to Km 23+770)

and Six Laning of Turpu Kanupur to Port South Gate (Design Chainage (Km 0+000 to 11+245)
with a spur to Varagali from Gunnampadiya Ch Km 6+635 (Km 0+000 to 3+285) (Package-III)
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Volume II

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Table of Contents
PART I
Preliminary 11
Recitals
1 Definitions and Interpretation 14
1.1 Definitions 14
1.2 Interpretation 14
1.3 Measurements and arithmetic conventions 16
1.4 Priority of agreements and errors/discrepancies 16
1.5 Joint and several liability 17
PART II
Scope of the Project 18
2 Scope of the Project 19

2.1 Scope of the Project 19
3 Obligations of the Contractor 20

3.1 Obligations of the Contractor 20
3.2 Obligations relating to sub-contracts and any other agreements 21
3.3 Employment of foreign nationals 22
3.4 Contractor’s personnel 22
3.5 Advertisement on Project Highway 22
3.6 Contractor's care of the Works 22
3.7 Electricity, water and other services 23
3.8 Unforeseeable difficulties 23
4 Obligations of the Authority 24

4.1 Obligations of the Authority 24
4.2 Maintenance obligations prior to the Appointed Date 25
4.3 Environmental Clearances 25
5 Representations and Warranties 26

5.1 Representations and warranties of the Contractor 26
5.2 Representations and warranties of the Authority 27
5.3 Disclosure 27
6 Disclaimer 28
6.1 Disclaimer 28
PART III
Construction and Maintenance 29

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7 Performance Security 30
7.1 Performance Security 30
7.2 Extension of Performance Security 31
7.3 Appropriation of Performance Security 31
7.4 Release of Performance Security 31
7.5 Retention Money 32
8 Right of Way 33
8.1 The Site 33
8.2 Procurement of the Site 33
8.3 Damages for delay in handing over the Site 34
8.4 Site to be free from Encumbrances 35
8.5 Protection of Site from encroachments 35
8.6 Special/temporary Right of Way 35
8.7 Access to the Authority and the Authority’s Engineer 35
8.8 Geological and archaeological finds 36
9 Utilities and Trees 37

9.1 Existing utilities and roads 37
9.2 Shifting of obstructing utilities 37
9.3 New utilities 37
9.4 Felling of trees 38
10 Design and Construction of the Project Highway 39

10.1 Obligations prior to commencement of Works 39
10.2 Design and Drawings 40
10.3 Construction of the Project Highway 42
10.4 Maintenance during Construction Period 43
10.5 Extension of time for completion 44
10.6 Incomplete Works 45
10.7 Maintenance Manual 45
11 Quality Assurance, Monitoring and Supervision 47

11.1 Quality of Materials and workmanship 47
11.2 Quality control system 47
11.3 Methodology 47
11.4 Inspection and technical audit by the Authority 48
11.5 External technical audit 48
11.6 Inspection of construction records 48
11.7 Monthly progress reports 48
11.8 Inspection 48
11.9 Samples 49
11.10 Tests 49
11.11 Examination of work before covering up 49
11.12 Rejection 49
11.13 Remedial work 50
11.14 Delays during construction 50

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11.15 Quality control records and Documents 50

11.16 Video recording 51
11.17 Suspension of unsafe Construction Works 51
12 Completion Certificate 52
12.1 Tests on completion 52
12.2 Provisional Certificate 52
12.3 Completion of remaining Works 53
12.4 Completion Certificate 53
12.5 Rescheduling of Tests 54
13 Change of Scope 55
13.1 Change of Scope 55
13.2 Procedure for Change of Scope 55
13.3 Payment for Change of Scope 56
13.4 Restrictions on Change of Scope 57
13.5 Power of the Authority to undertake works 57
14 Maintenance 58
14.1 Maintenance obligations of the Contractor 58
14.2 Maintenance Requirements 59
14.3 Maintenance Programme 59
14.4 Safety, vehicle breakdowns and accidents 59
14.5 Lane closure 59
14.6 Reduction of payment for non-performance of Maintenance obligations 60
14.7 Authority’s right to take remedial measures 60
14.8 Restoration of loss or damage to Project Highway 60
14.9 Overriding powers of the Authority 60
15 Supervision and Monitoring during Maintenance 62

15.1 Inspection by the Contractor 62
15.2 Inspection and payments 62
15.3 Tests 62
15.4 Reports of unusual occurrence 63
16 Traffic Regulation 64
16.1 Traffic regulation by the Contractor 64
17 Defects Liability 65
17.1 Defects Liability Period 65
17.2 Remedying Defects 65
17.3 Cost of remedying Defect 65
17.4 Contractor’s failure to rectify Defects 65
17.5 Contractor to search cause 66
17.6 Extension of Defects Liability Period 66
18 Authority’s Engineer 67

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18.1 Appointment of the Authority’s Engineer 67

18.2 Duties and authority of the Authority’s Engineer 67
18.3 Delegation by the Authority’s Engineer 67
18.4 Instructions of the Authority’s Engineer 68
18.5 Determination by the Authority’s Engineer 68
18.6 Remuneration of the Authority’s Engineer 68
18.7 Termination of the Authority’s Engineer 69
PART IV
Financial Covenants 70
19 Payments 71
19.1 Contract Price 71
19.2 Advance Payment 71
19.3 Procedure for estimating the payment for the Works 73
19.4 Stage Payment Statement for Works 73
19.5 Stage Payment for Works 73
19.6 Monthly Maintenance Statement of the Project Highway 74
19.7 Payment for Maintenance of the Project Highway 74
19.8 Payment of Damages 75
19.9 Time of payment and interest 75
19.10 Price adjustment for the Works 76
19.11 Restrictions on price adjustment 78
19.12 Price adjustment for Maintenance of Project Highway 78
19.13 Final Payment Statement 79
19.14 Discharge 79
19.15 Final Payment Certificate 79
19.16 Final payment statement for Maintenance 80
19.17 Change in law 80
19.18 Correction of Interim Payment Certificates 81
19.19 Authority’s claims 81
19.20 Bonus for early completion 81
20 Insurance 82
20.1 Insurance for Works and Maintenance 82
20.2 Notice to the Authority 83
20.3 Evidence of Insurance Cover 83
20.4 Remedy for failure to insure 83
20.5 Waiver of subrogation 83
20.6 Contractor’s waiver 84
20.7 Cross liabilities 84
20.8 Accident or injury to workmen 84
20.9 Insurance against accident to workmen 84
20.10 Application of insurance proceeds 84
20.11 Compliance with policy conditions 85

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Part V
Force Majeure and Termination 86
21 Force Majeure 87
21.1 Force Majeure 87
21.2 Non-Political Event 87
21.3 Indirect Political Event 87
21.4 Political Event 88
21.5 Duty to report Force Majeure Event 88
21.6 Effect of Force Majeure Event on the Agreement 89
21.7 Termination Notice for Force Majeure Event 90
21.8 Termination Payment for Force Majeure Event 90
21.9 Dispute resolution 90
21.10 Excuse from performance of obligations 91
22 Suspension of Contractor’s Rights 92
22.1 Suspension upon Contractor Default 92
22.2 Authority to act on behalf of the Contractor 92
22.3 Revocation of Suspension 92
22.4 Termination 92
23 Termination 93
23.1 Termination for Contractor Default 93
23.2 Termination for Authority Default 95
23.3 Termination for Authority’s convenience 95
23.4 Requirements after Termination 95
23.5 Valuation of Unpaid Works 96
23.6 Termination Payment 96
23.7 Other rights and obligations of the Parties 97
23.8 Survival of rights 98
PART VI
Other Provisions 99
24 Assignment and Charges 100
24.1 Restrictions on assignment and charges 100
24.2 Hypothecation of Materials or Plant 100
25 Liability and Indemnity 101

25.1 General indemnity 101
25.2 Indemnity by the Contractor 101
25.3 Notice and contest of claims 102
25.4 Defense of claims 102
25.5 No consequential claims 103
25.6 Survival on Termination 103
26 Dispute Resolution 104

26.1 Dispute Resolution 104

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26.2 Conciliation 104

26.3 Arbitration 104
26.4 Adjudication by Regulatory Authority, Tribunal or Commission 105
27 Miscellaneous 106
27.1 Governing law and jurisdiction 106
27.2 Waiver of immunity 106
27.3 Delayed payments 106
27.4 Waiver 106
27.5 Liability for review of Documents and Drawings 107
27.6 Exclusion of implied warranties etc. 107
27.7 Survival 107
27.8 Entire Agreement 107
27.9 Severability 108
27.10 No partnership 108
27.11 Third Parties 108
27.12 Successors and assigns 108
27.13 Notices 108
27.14 Language 109
27.15 Counterparts 109
27.16 Confidentiality 109
27.17 Copyright and Intellectual Property rights 109
27.18 Limitation of Liability 110
28 Definitions 111
28.1 Definitions 111
Schedules
A Site of the Project

1. The Site Annex-I:Site
2. Annex-II: Dates for providing Right of Way
3. Annex-III: Alignment Plans
4. Annex-IV :Environmental Clearances
B Development of the Project Highway

1. Development of the Project Highway
2. Rehabilitation and augmentation
3. Specifications and Standards
Annex-I: Description of Two-Laning and strengthening
C Project Facilities
1. Project Facilities
2. Description of Project Facilities
D Specifications and Standards

1. Construction

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

2. Deviations from the Specifications and Standard
E Maintenance Requirements
1. Maintenance Requirements
2. Repair/rectification of Defects and deficiencies
3. Other Defects and deficiencies
4. Extension of time limit
5. Emergency repairs/restoration
6. Daily inspection by the Contractor
7. Pre-monsoon Inspection/Post-monsoon Inspection
8. Repairs on account of natural calamities
Annex-I: Repair/rectification of Defects and deficiencies
F Applicable Permits
1. Applicable Permits
G Annex-I: Form of Guarantee for Performance Security

Annex-II: Form of Guarantee for Withdrawal of Retention Money
Annex-III: Form of Guarantee for Advance payment
H Contract Price Weightages
I Drawings
1. Drawings
2. Additional drawings Annex-I: List of Drawings
J Project Completion Schedule

1. Project Completion Schedule
2. Project Milestone-I
3. Project Milestone-II
4. Project Milestone-III
5. Scheduled Completion Date
6. Extension of time
K Tests on Completion
1. Schedule for Tests
2. Tests
3. Agency for conducting Tests
4. Completion Certificate
L Provisional/ Completion Certificate
M Payment reduction for non-compliance

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

2. Percentage reductions in lump sum payments
N Selection of Authority’s Engineer

1. Selection of Authority’s Engineer
2. Terms of Reference
3. Appointment of Government entity as Authority’s Engineer Annex-I: Terms of
Reference for Authority’s Engineer
O Forms of Payment Statements

1. Stage Payment Statement for Works
2. Monthly Maintenance Payment Statement
3. Contractor’s Claim for Damages
P Insurance
1. Insurance during Construction Period
2. Insurance for Contractor's Defects Liability
3. Insurance against injury to persons and damage to property
4. Insurance to be in joint names

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Part I
Preliminary

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ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT
THIS AGREEMENT is entered into on this the……………………day of……….…, 20…..

..................................................................................................................
BETWEEN
The President of India through the National Highways Authority of India, having its
office G-5&6, Sector -10, Dwarka, New Delhi – 110075, (hereinafter referred to as the
“Authority” which expression shall, unless repugnant to the context or meaning thereof,
include its administrators, successors and assigns) of One Part;
AND
{ ,} means the selected bidder having its registered office at ................... ,

(Hereinafter referred to as the “Contractor” which expression shall, unless repugnant
to the context or meaning thereof, include its successors and permitted assigns) of the
Other Part.
WHEREAS:
(A) The Government of India had entrusted to the Authority the Four Laning of
Chinthavaram to Turpu Kanupur (Km 16+550 to Km 23+770) and Six Laning of Turpu
Kanupur to Port South Gate (Design Chainage (Km 0+000 to 11+245) with a spur to
Varagali from Gunnampadiya Ch Km 6+635 (Km 0+000 to 3+285) (Package-III)
(B) The Authority had resolved the Construction of Four Laning of Chinthavaram to
Turpu Kanupur (Km 16+550 to Km 23+770) and Six Laning of Turpu Kanupur to
Port South Gate (Design Chainage (Km 0+000 to 11+245) with a spur to Varagali
from Gunnampadiya Ch Km 6+635 (Km 0+000 to 3+285) (Package-III) in The State
Of Andhra Pradesh on EPC Mode under Bharatmala Pariyojana Phase I on
(“EPC”) basis in accordance with the terms and conditions to be set forth in an
agreement to be entered into.
(C) The Authority had accordingly invited proposals by its Request for Qualification No.
*** dated *** (the “Request for Qualification” or “RFQ”) for short listing of bidders
for EPC of the above referred section starting from Chintawaram to Port South Gate and
had shortlisted certain bidders including, inter alia, the selected bidder.
(D) The Authority had prescribed the technical and commercial terms and conditions, and
invited bids (the “Request for Proposals” or “RFP”) from the bidders shortlisted
pursuant to the RFQ for undertaking the Project.
(E) After evaluation of the bids received, the Authority had accepted the bid ofthe selected
bidder and issued its Letter of Acceptance No Dated…………….. ( hereinafter called
the “LOA”) to the selected bidder for rehabilitation and augmentation of the above
section from Chintawaram to Port South Gate at the contract price specified hereinafter,
requiring the selected bidder to inter alia:
(i) deliver to the Authority a legal opinion from the legal counsel of the selected

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bidder with respect to the authority of the selected bidder to enter into this
Agreement and the enforceability of the provisions thereof, within 10 (ten) days
of the date of issue of LOA; and
(ii) Execute this Agreement within 15 (fifteen) days of the date of issue of LOA.
(F) The Contractor has fulfilled the requirements specified in Recital (E) above; NOW
THEREFORE in consideration of the foregoing and the respective covenants and
agreements set forth in this Agreement, the sufficiency and adequacy of which is hereby
acknowledged, the Authority hereby covenants to pay the Contractor, inconsideration 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:
The following documents attached hereto shall be deemed to form an integral part of this
Contract:
(a) Volume-I:
The Agreement;
Corrigendum to the Agreement;
Addendum, if any, to RFP;
Letter comprising the financial Bid;
Letter of Acceptance;
Power of Attorney;
Joint Venture Agreement, if any;
Legal opinion;
Any other document to be specified
(b) Volume-II : Technical Bid

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ARTICLE 1
DEFINITIONS AND INTERPRETATION
1.1 Definitions
The words and expressions beginning with capital letters and defined in this Agreement
(including those in Article 28) shall, unless the context otherwise requires, have
themeaning ascribed thereto herein, and the words and expressions defined in the
Schedulesand used therein shall have the meaning ascribed thereto in the Schedules.
1.2 Interpretation
1.2.1 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;

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(j) references to any date, period or Project Milestone shall mean and include such
date, period or Project Milestone as may be extended
(k) pursuant to this Agreement; any reference to month shall mean a reference to a
calendar month as per the Gregorian calendar;
(l) references to any date, period or Project Milestone shall mean and include such
date, period or Project Milestone as may be extended pursuant to this
Agreement;
(m) any reference to any period commencing “from” a specified day or date and
“till” or “until” a specified day or date shall include both such days or dates;
provided that if the last day of any period computed under this Agreement is not
a business day, then the period shall run until the end of the next business day;
(n) the words importing singular shall include plural and vice versa;
(o) references to any gender shall include the other and the neutral gender;
(p) “lakh” means a hundred thousand (100,000) and “crore” means ten million
(10,000,000);
(q) “indebtedness” shall be construed so as to include any obligation (whether
incurred as principal or surety) for the payment or repayment of money, whether
present or future, actual or contingent;
(r) references to the “winding-up”, “dissolution”, “insolvency”, or “reorganization”

of a company or corporation shall be construed so as to include any equivalent or
analogous proceedings under the law of the jurisdiction in which such company
or corporation is incorporated or any jurisdiction in which such company or
corporation carries on business including the seeking of liquidation, winding-up,
reorganization, dissolution, arrangement, protection or relief of debtors;
(s) save and except as otherwise provided in this Agreement, any reference, at any
time, to any agreement, deed, instrument, license or document of any description
shall be construed as reference to that agreement, deed, instrument, licence or
other document as amended, varied, supplemented, modified or suspended at the
time of such reference; provided that this Clause shall not operate so as to
increase liabilities or obligations of the Authority hereunder or pursuant hereto
in any manner whatsoever;
(t) any agreement, consent, approval, authorization, notice, communication,
information or report required under or pursuant to this Agreement from or by
any Party or the Authority’s Engineer shall be valid and effective only if it is in
writing under the hand of a duly authorized representative of such Party or the
Authority’s Engineer, as the case may be, in this behalf and not otherwise;
(u) the Schedules and Recitals to this Agreement form an integral part of this
Agreement and will be in full force and effect as though they were expressly set
out in the body of this Agreement;
(v) references to Recitals, Articles, Clauses, Sub-clauses or Schedules in this
Agreement shall, except where the context otherwise requires, mean referencesto
Recitals, Articles, Clauses, Sub-clauses and Schedules of or to this Agreement,

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and references to a Paragraph shall, subject to any contrary indication, be

construed as a reference to a Paragraph of this Agreement or of the Schedule in
which such reference appears;
(w) the damages payable by either Party to the other of them, as set forth in this
Agreement, whether on per diem basis or otherwise, are mutually agreed
genuine pre-estimated loss and damage likely to be suffered and incurred by the
Party entitled to receive the same and are not by way of penalty (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.
1.2.2 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.
1.2.3 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.
1.2.4 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
1.4.1 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).
1.4.2 Subject to the provisions of Clause 1.4.1, 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;

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(b) between the Clauses of this Agreement and the Schedules, the Clauses shall
prevail and between Schedules and Annexes, the Schedules shall prevail;
(c) between any two Schedules, the Schedule relevant to the issue shall prevail;
(d) between the written description on the Drawings and the Specifications and
Standards, the latter shall prevail;
(e) between the dimension scaled from the Drawing and its specific written
dimension, the latter shall prevail; and
(f) Between any value written in numerals and that in words, the latter shall
prevail.
1.5 Joint and Several Liability
1.5.1 If the Contractor has formed a Consortium of two or more persons for implementing
the Project:
(a) these persons shall, without prejudice to the provisions of this 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
Consortium is effected without the prior consent of the Authority.
1.5.2 Without prejudice to the joint and several liability of all the members of the
Consortium, the Lead Member shall represent all the members of the Consortium and
shall at all times be liable and responsible for discharging the functions and
obligations of the Contractor. The Contractor shall ensure that each member of the
Consortium 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 liable for the inter se allocation
of payments among members of the Consortium.}$
$
This Clause 1.5 may be omitted if the Contractor is not a Consortium. Even if the Contractor is a Consortium, the Authority
ay, at its discretion, delete this provision.

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Part II
Scope of Project

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ARTICLE 2
SCOPE OF THE PROJECT
2.1 Scope of the Project

Under this Agreement, the scope of the Project (the “Scope of the Project”) shall mean
and include:
(a) construction of the Project Highway on the Site set forth in Schedule- A and as
specified in Schedule-B together with provision of Project Facilities as specified
in Schedule-C, and in conformity with the Specifications and Standards set forth
in Schedule-D;
(b) maintenance of the Project Highway in accordance with the provisions of this
Agreement and in conformity with the requirements set forth in Schedule-E; and
(c) Performance and fulfillment of all other obligations of the Contractor in
accordance with the provisions of this Agreement and matters incidental thereto
or necessary for the performance of any or all of the obligations of the
Contractor under this Agreement.
ARTICLE 3

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OBLIGATIONS OF THE CONTRACTOR
3.1 Obligations of the Contractor
3.1.1 Subject to and on the terms and conditions of this Agreement, the Contractor shall
undertake the survey, investigation, design, engineering, procurement, construction, and
maintenance of the Project Highway and observe, fulfill, comply with and perform all
its obligations set out in this Agreement or arising hereunder.
3.1.2 The Contractor shall comply with all Applicable Laws and Applicable Permits
(including renewals as required) in the performance of its obligations under this
Agreement.
3.1.3 Subject to the provisions of Clauses 3.1.1 and 3.1.2, the Contractor shall discharge its
obligations in accordance with Good Industry Practice and as a reasonable and prudent
person.
3.1.4 The Contractor shall remedy any and all loss 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 or damage shall have arisen from any
default or neglect of the Authority.
3.1.5 The Contractor shall remedy any and all loss or damage to the Project Highway during
the Defects Liability Period at the Contractor’s cost to the extent that such loss or
damage shall have arisen out of the reasons specified in Clause 17.3.
3.1.6 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 14.1.2,
save and except to the extent that any such loss or damage shall have arisen on account
of any default or neglect of the Authority or on account of a Force Majeure Event.
3.1.7 The Contractor shall, at its own cost and expense, in addition to and not in derogation of
its obligations elsewhere set out in this Agreement:
(a) make, or cause to be made, necessary applications to the relevant Government

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

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(e) not do or omit to do any act, deed or thing which may in any manner be violative
of any of the 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 the Site, a copy of this Agreement, publications named in this
Agreement, the Drawings, Documents relating to the Project, and Change of
Scope Orders and other communications given under this Agreement. The
Authority’s Engineer and its authorized personnel shall have the right of access
to all these documents at all reasonable times;
(i) cooperate with other contractors employed by the Authority and personnel of
any public authority; and
(j) not interfere unnecessarily or improperly with the convenience of the public, or
the access to and use and occupation of all roads and footpaths, irrespective of
whether they are public or in the possession of the Authority or of others.
3.1.8 The Contractor shall undertake all necessary superintendence to plan, arrange, direct,
manage, inspect and test the Works.
3.2 Obligations relating to sub-contracts and any other agreements
3.2.1 The Contractor, whether Consortium/Joint Venture or sole, shall not sub-contract any
Works in more than 49% (forty nine percent) of the total length of the Project Highway
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 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 labor, 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.
3.2.2. 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.
3.2.3 In the event any sub-contract referred to in Clause 3.2.2 relates to a subcontractor 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 percent), the Authority may, no later than 15
(fifteen) business days from the date of receiving the communication from the

21
Contractor, require the Contractor not to proceed with such sub-contract, and the
Contractor shall comply therewith.
3.2.4 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 hereunder.
3.3 Employment of foreign nationals
The Contractor acknowledges, agrees and undertakes that employment of foreign
personnel by the Contractor and/or its Sub-contractors and their subcontractors shall
be subject to grant of requisite regulatory permits and approvals including
employment/residential visas and work permits, if any required, and the obligation to
apply for and obtain the same shall and will always be of 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 subcontractors shall not constitute Force Majeure Event, and shall
not in any manner excuse the Contractor from the performance and discharge of its
obligations and liabilities under this Agreement.
3.4 Contractor’s personnel
3.4.1 The Contractor shall ensure that the personnel engaged by it or by its Subcontractors in
the performance of its obligations under this Agreement are at all times appropriately
qualified, skilled and experienced in their respective functions in conformity with Good
Industry Practice.
3.4.2 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.
3.4.3 The Contractor shall on receiving such a direction from the Authority’s Engineer
order for the removal of such person or persons with immediate effect. It shall be the
duty of the Contractor to ensure that such persons are evicted from the Site within 10
(ten) days of any such direction being issued in pursuance of Clause 3.4.2. 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.
3.5 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.
3.6 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 equipments for incorporation therein, from the
Appointed Date until the date of Provisional Certificate (with respect to the Works
completed prior to the issuance of the Provisional Certificate) and/or Completion
Certificate (with respect to the Works referred to in the Punch List), save and except to
the extent that any such loss or damage shall have arisen from any default or neglect of
the Authority.

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3.7 Electricity, water and other services

The Contractor shall be responsible for procuring of all power, water and other services
that it may require. The contractor would provide new Maruti Suzuki Ertiga Top Model
White Colour or Similar make, Driver, Fuel, Lubricant, Maintenance, Repair, Spare
parts, Insurance etc. 5000 KM/per Month at the disposal of the Authority from the date
of commencement of works till the completion of defect liability period. No any extra
claim shall be admissible for the service/Vehicle. The contractor will also provide two
nos desktop having processor core i5, 4 GB RAM, 1 TB HD with latest specifications
along with two no. of multifunction A4 size laser printer (Canon/HP). The contractor
will also provide one no. of branded Photo copy Machine (Canon 3225).
3.8 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.

23
ARTICLE 4
OBLIGATIONS OF THE AUTHORITY
4.1 Obligations of the Authority

4.1.1 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.
4.1.2 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.
4.1.3 The Authority shall provide to the Contractor:
(a) upon receiving the Performance Security under Clause 7.1.1, the Right of Way
in accordance with the provisions of Clauses 8.2 and 8.3, within a period of 30
(thirty) days from the date of this Agreement, on no less than 90% (ninety per
cent) of the total length of the Project Highway;
(b) approval of the general arrangement drawings (the “GAD”) from railway
authorities to enable the Contractor to construct road over- bridges/ under-
bridges at level crossings on the Project Highway in accordance with the
Specifications and Standards, and subject to the terms and conditions specified
in such approval, within a period of 60 (sixty) days from the Appointed Date,
and reimbursement of all the costs and expenses paid by the Contractor to the
railway authorities for and in respect of the road over bridges/under bridges; and
(c) All environmental clearances as required under Clause 4.3.
4.1.4 Delay in providing the Right of Way, in accordance with the provisions of Clause 4.1.3
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.
4.1.5 Notwithstanding anything to the contrary contained in this Agreement, the Parties
expressly agree that the aggregate Damages payable under Clauses 4.1.4, 8.3 and 9.2
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 these 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 this as final cure against delays of
the Authority.
4.1.6 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

24
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 be violate
of any of the provisions of this Agreement;
(e) support, cooperate with and facilitate the Contractor in theimplementation 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
3.3, provide reasonable assistance to the Contractor and any expatriate personnel
of the Contractor or its Sub- contractors to obtain applicable visas and 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.
4.2 Maintenance obligations prior to the Appointed Date
The Authority shall, prior to the Appointed Date, maintain the Project Highway, at its
own cost and expense, so that its traffic worthiness and safety are at no time materially
inferior as compared to its condition 10 (ten) days prior to the last date for submission
of the Bid, and in the event of any material deterioration or damage other than normal
wear and tear, undertake repair thereof. For the avoidance of doubt, the Authority shall
undertake only routine maintenance prior to the Appointed Date, and it shall undertake
special repairs only in the event of excessive deterioration or damage caused due to
unforeseen events such as floods or earthquake.
4.3 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.

25
ARTICLE 5
REPRESENTATIONS AND WARRANTIES
5.1 Representations and warranties of the Contractor
The Contractor represents and warrants to the Authority that:

(a) it is duly organized and validly existing under the laws of India, and has full
power and authority to execute and perform its obligations under this Agreement
and to carry out the transactions contemplated hereby;
(b) it has takenall necessary corporate and/or other actions under
Applicable Laws to authorize the execution and delivery of this Agreement and
to validly exercise its rights and perform its obligations under this Agreement;
(c) this Agreement constitutes its legal, valid and binding obligation,enforceable
against it in accordance with the terms hereof, and its obligations under this
Agreement will be legally valid, binding and enforceable obligations against it in
accordance with the terms hereof;
(d) it is subjectto the laws of India, and hereby expressly andirrevocably 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 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 notconflict
with, result in the breach of, 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
(h) it has no knowledge of any violation or default with respect to any order, writ,
injunction or decree of any court or any legally binding order of any
Government Instrumentality which may result in any material adverse effect on
its ability to perform its obligations under this Agreement and no fact or
circumstance exists which may give rise to such proceedings that would
adversely affect the performance of its obligations under this Agreement;
(i) it has complied with Applicable Laws in all material respects and has not been
subject to any fines, penalties, injunctive relief or any other civil or criminal
liabilities which in the aggregate have or may have a material adverse effect on
its ability to perform its obligations under this Agreement;

26
(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 notmisleading;
(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) all information provided by the {selected bidder/ members of the Consortium} in
response to the Request for Qualification and Request for Proposals or
otherwise, is to the best of its knowledge and belief, true and accurate in all
material respects; and
(m) Nothing contained in this Agreement shall create any contractualrelationship or

obligation between the Authority and any Sub- contractors, designers,
consultants or agents of 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 itsobligations
under this Agreement and to carry out the transactions contemplated herein and
that it has taken all actions necessary to execute this Agreement, exercise its
rights and perform its obligations, under this Agreement;
(b) it has taken all necessary actions under the Applicable Laws to
authorize the execution, delivery and performance of this Agreement;
(c) it has the financial standing and capacity to perform its obligations under this
Agreement;
(d) this Agreement constitutes a legal, valid and binding obligation enforceable
against it in accordance with the terms hereof;
(e) it has no knowledge of any violation or default with respect to any order, writ,
injunction or any decree of any court or any legally binding order of any
Government Instrumentality which may result in any material adverse effect on
the Authority’s ability to perform its obligations under this Agreement;
(f) it has complied with Applicable Laws in all material respects;
(g) it has good and valid right to the Site and has the power andauthority 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.

27
ARTICLE 6
DISCLAIMER
6.1 Disclaimer
6.1.1 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 Qualification, 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 4.1.2 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.
6.1.2 The Contractor acknowledges and hereby accepts to have satisfied itself as to the
correctness and sufficiency of the Contract Price.
6.1.3 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 6.1.1 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.
6.1.4 The Parties agree that any mistake or error in or relating to any of the matters set forth
in Clause 6.1.1 above shall not vitiate this Agreement, or render it voidable.
6.1.5 In the event that either Party becomes aware of any mistake or error relating to any of
the matters set forth in Clause 6.1.1 above, that Party shall immediately notify the other
Party, specifying the mistake or error.
6.1.6 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.

28
Part III
Construction and Maintenance

29
ARTICLE 7
PERFORMANCE SECURITY
7.1 Performance Security

7.1.1 The Contractor shall, for the performance of its obligations hereunder during the
Construction Period, provide to the Authority, within 10 (ten) days of the date of this
Agreement, an irrevocable and unconditional guarantee from a Bank in the form set forth in
Schedule-G (the “Performance Security”) for an amount equal to 5% (five percent) of the
Contract Price. The Performance Security shall be valid until 60 (sixty) days after the Defects
Liability Period. Until such time the Performance Security is provided by the Contractor
pursuant hereto and the same comes into effect, the Bid Security shall remain in force and
effect, and upon such provision of the Performance Security, the Authority shall release the
Bid Security to the Contractor.
The Contractor shall alongwith the Performance Security provide to the Authority an
irrevocable and unconditional guarantee from a Bank for a sum equivalent to Rs. .........
crore (Rupees .... crore) in the form set forth in Schedule-G (the "Additional
Performance Security"), to be modified, mutatis mutandis, for this purpose as security to
the Authority if the Bid Price offered by the Contractor is lower by more than 10% with
respect to the Estimated Project Cost. Additional Performance Security shall be
calculated as under:
(I) If the bid price offered by the Contractor is lower than 10% but upto 20% of the
Estimated Project Cost, then the Additional Performance Security shall be
calculated @20% of the difference in the (a) Estimated Project Cost (as mentioned
in RFP)-10% of the Estimated Project Cost and (b) the Bid Price offered by the
selected Bidder.
(II) If the bid price offered by the Contractor is lower than 20% of the Estimated Project
Cost, then the Additional Performance Security shall be calculated @30% of the
difference in the (a) Estimated Project Cost (as mentioned in RFP)-10% of the
Estimated Project Cost and (b) the Bid Price offered by the selected Bidder.
(III) The Additional Performance Security shall be valid until 28 (twenty eight) days
after the issue of Completion Certificate under Article 12 of this Agreement.
(IV) The Additional Performance Security shall not be treated as part of Performance
Security.
7.1.2 Notwithstanding anything to the contrary contained in this Agreement, the Parties agree
that in the event of failure of the Contractor to provide the Performance Security in
accordance with the provisions of Clause 7.1.1 and within the time specified therein or
such extended period as may be provided by the Authority, in accordance with the
provisions of Clause 7.1.3, the Authority may encash the Bid Security and appropriate
the proceeds thereof as Damages, and thereupon all 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 with the concurrence of the Contractor, and
this Agreement shall be deemed to have been terminated by mutual agreement of the
Parties.
7.1.3 In the event the Contractor fails to provide the Performance Security within10 (ten) days
of this Agreement, it may seek extension of time for a period not exceeding 30 (Thirty)
days on payment of Damages for such extended period in a sum calculated at the rate of

30
0.01% (zero point zero one per cent) of the Contract Price for each day until the
Performance Security is provided. For the avoidance of doubt the agreement shall be
deemed to be terminated on expiry of additional 30 days time period and Bid security
shall be encashed by the Authority.
7.2 Extension of 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
7.3.1 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.
7.3.2 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.
7.3.3 In the event the Contractor fails to provide the Performance Security within 10 (ten)
days of this Agreement, it may seek extension of time for a period not exceeding 30
(Thirty) days on payment of Damages for such extended period in a sum calculated at
the rate of 0.01% (zero point zero one per cent) of the Contract Price for each day until
the Performance Security is provided. For the avoidance of doubt the agreement shall
be deemed to be terminated on expiry of additional 30 days time period and Bid
security shall be encashed by the Authority.
7.4 Release of Performance Security
7.4.1 The Authority shall return the Performance Security to the Contractor within 60 (sixty)
days of the later of the expiry of the Maintenance Period or the Defects Liability Period
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.
7.4.2 The Authority shall return the Additional Performance Security to the Contractor within

31
28 (twenty eight) days from the date of issue of Completion Certificate under Article 12
of this Agreement.
7.5 Retention Money
7.5.1 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.
7.5.2 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.
7.5.3 The Contractor may, upon furnishing an irrevocable and unconditional bank guarantee
substantially in the form provided at Annex-II of Schedule-G, require the Authority to
refund the Retention Money deducted by the Authority under the provisions of Clause
7.5.1.Provided that the refund hereunder shall be made in tranches of not less than 1%
(one per cent) of the Contract Price.
7.5.4 Within 15 (fifteen) days of the date of issue of the Completion Certificate, theAuthority
shall discharge the bank guarantees furnished by the Contractor under the provisions of
Clause 7.5.3 and refund the balance of Retention Money remaining with the Authority
after adjusting the amounts appropriated underthe provisions of Clause 7.5.2 and the
amounts refunded under the provisions of Clause 7.5.3.
7.5.5 The Parties agree that in the event of Termination of this Agreement, the Retention
Money and the bank guarantees 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.

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ARTICLE 8
RIGHT OF WAY
8.1 The Site
The site of the Project Highway (the “Site”) shall comprise the site described in
Schedule-A in respect of which the Right of Way shall be provided by the Authority to
the Contractor. The Authority shall be responsible for:
(a) acquiring and providing Right of Way on the Site in accordance with the
alignment finalized by the Authority, free from all encroachments and
encumbrances, and free access thereto for the execution of this Agreement; and
(b) Obtaining licenses and permits for environment clearance for the Project
Highway.
8.2 Procurement of the Site

8.2.1 The Authority Representative and the Contractor shall, within 30 (thirty) days of the
date of this Agreement, inspect the Site and prepare a 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. Subject
to the provisions of Clause 8.2.3, such 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. Signing of
the memorandum, in two counterparts (each of which shall constitute an original), by
the authorized representatives of the Parties shall be deemed to constitute a valid
evidence of giving the 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.
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, the proposed date and time such
of handing 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.
Signing of the memorandum, in two counterparts (each of which shall constitute an
original), by the authorized representatives of the Parties shall be deemed to constitute a
valid evidence of giving the relevant Right of Way to the Contractor.
8.2.2 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, or no later than 90 (ninety) days of the Appointed Date for those
parts of the Site which have not been specified in Schedule-A, 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.
8.2.3 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 8.2.1. 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 per cent) of the total

33
length of the Project Highway.

8.3 Damages for delay in handing over the Site
8.3.1 In the event the Right of Way to any part of the Site is notprovided by theAuthority on
or before the date(s) specified in Clause 8.2 forany reason otherthan Force Majeure or
breach of this Agreement by the Contractor, the Authority shall pay Damages to the
Contractor in 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:
Amount of Damages in Rs. per day per metre = 0.05 x C x 1/L x 1/N 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 8.3.1 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
8.3.1, 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 width of
the roadway, its embankment and a parallel working strip at least 3 (three) metres wide.
8.3.2 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 is granted
within 90 (ninety) days of 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 8.3.1.
8.3.3 Notwithstanding anything to the contrary contained in this Agreement, theAuthority
may at any time withdraw any Works forming part of thisAgreement, 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.
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, as the case may be,
because the requisite clearances or approvals forcommencing construction of Works
therein have not been given within 240 (two hundred and forty) days of the Appointed
date, the affected Works shall be deemed to be withdrawn under the provisions of this
Clause 8.3.3 unless the Parties agree to the contrary, and such Works shall not be
computed for the purposes of the aforesaid ceiling of 10% (ten per cent) hereunder.
8.3.4 In the event of withdrawal of Works under Clause 8.3.3, the Contract Price shall be
reduced by an amount equal to 90 (ninety) per cent of the value of the Works
withdrawn and the Contractor shall not be entitled to any other compensation or

34
Damages for the withdrawal of Works.

Provided that if any Works are withdrawn after commencement of the Construction of
such works, the Authority shall pay to the Contractor 110% (one hundred and ten per
cent) of the fair value of the work done, as assessed by the Authority’s Engineer:
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 on account of any costs, compensation, expenses and charges for the
acquisition and use of such Site for the duration of the Project Completion Schedule.
For the avoidance of doubt, it is agreed that the existing rights of way, easements,
privileges, liberties and appurtenances to the Site shall not be deemed to be
Encumbrances. It is further agreed that, unless otherwise specified in this Agreement,
the Contractor accepts and undertakes to bear any and all risks arising out of the
inadequacy or physical condition of the Site.
8.5 Protection of Site from Encroachments
On and after signing the memorandum and/or subsequent memorandum referred to in

Clause 8.2.1, 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 thereon takes place. 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 thepurposes of
the Project Highway and the performance of its obligations under this Agreement.
8.7 Access to the Authority and the Authority’s Engineer

8.7.1 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.
8.7.2 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

35
geological or archaeological interest and that such rights, interest and property on or
under the Site shall vest in and belong to the Authority or the concerned Government
Instrumentality. The Contractor shall take all reasonable precautions to prevent its
workmen or any other person from removing or damaging such interest or property and
shall inform the Authority forthwith of the discovery thereof and comply with such
instructions as the concerned Government Instrumentality may reasonably give for the
removal of such property. For the avoidance of doubt, it is agreed that any reasonable
expenses incurred by the Contractor hereunder shall be reimbursed by the Authority. It
is also agreed that the Authority shall procure that the instructions hereunder are issued
by the concerned Government Instrumentality within a reasonable period.

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ARTICLE 9
UTILITIES AND TREES
9.1 Existing utilities and roads
Notwithstanding anything to the contrary contained herein, the Contractor shall ensure
that the respective entities owning the existing roads, right of way, level crossings,
structures, or utilities on, under or above the Site are enabled by it to keep them in
continuous satisfactory use, if necessary, by providing suitable temporary diversions
with the authority of the controlling body of that road, right of way or utility.
9.2 Shifting of obstructing utilities
The Contractor shall, in accordance with Applicable Laws and with assistance of the
Authority, cause shifting of any utility (including electric lines, water pipes and
telephone cables) to an appropriate location or alignment, if such utility or obstruction
adversely affects the execution of Works or Maintenance of the Project Highway in
accordance with this Agreement. The actual cost of such shifting, as approved and
communicated by the entity owning the utility, shall be paid by the Contractor and
reimbursed by the Authority to the Contractor. In the event of any delay in such shifting
by the entity owning the utility beyond a period of 180 (one hundred and eighty) days
from the date of notice by the Contractor to the entity owning the utility and to the
Authority, the Contractor shall be entitled to Damages in a sum calculated in
accordance with the formula specified in Clause 8.3.1 for the period of delay, and to
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.
9.3 New utilities

9.3.1 The Contractor shall allow, subject to such conditions as the Authority may specify,
access to, and use of the Site for laying telephone lines, water pipes, electric cables or
other public utilities. Where such access or use causes any financial loss to the
Contractor, it may require the user of the Site to pay compensation or damages as per
Applicable Laws. For the avoidance of doubt, it is agreed that use of the Site under this
Clause 9.3 shall not in any manner relieve the Contractor of its obligation to construct
and maintain the Project Highway in accordance with this Agreement and any damage
caused by such use shall be restored forthwith at the cost of the Authority.
9.3.2 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.
9.3.3 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.

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9.3.4 In the event the construction of any Works is affected by a new utility or works
undertaken in accordance with this Clause 9.3, the Contractor shall be entitled to a
reasonable Time Extension as determined by the Authority’s Engineer.
9.4 Felling of trees
The Authority shall assist the Contractor in obtaining the Applicable Permits for felling
of trees 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 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.

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ARTICLE 10
DESIGN AND CONSTRUCTION OF THE PROJECT HIGHWAY
10.1 Obligations prior to commencement of Works
10.1.1 Within 20 (twenty) days of the Appointed Date, the Contractor shall:
(a) appoint its representative, duly authorized to deal with the Authority in respect
of all matters under or arising out of or relating to this Agreement;
(b) appoint a design director (the “Design Director”) who will head the
Contractor’s design unit and shall be responsible for surveys, investigations,
collection of data, and preparation of preliminary and detailed designs;
(c) undertake and perform all such acts, deeds and things as may be necessary or
required before commencement of Works under and in accordance with this
Agreement, the Applicable Laws and Applicable Permits; and
(d) Make its own arrangements for quarrying of materials needed for the Project
Highway under and in accordance with the Applicable Laws and Applicable
Permits.
10.1.2 The Authority shall, within 30 (thirty) days of the date of this Agreement, appoint an
engineer (the “Authority’s Engineer”) 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.
10.1.3 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 giving the following details:
Part I Contractor’s organization for the Project, the general methods and
arrangements for design and construction, environmental management plan,
Quality Assurance Plan including design quality plan, traffic management and
safety plan covering safety of users and workers during construction,
Contractor’s key personnel and equipment.
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:
(a) the order in which the Contractor intends to carry out the Works, including
the anticipated timing of design and stages of Works;
(b) the periods for reviews under Clause 10.2;

(c) the sequence and timing of inspections and tests specified in this
Agreement.
The Contractor shall submit a revised programme whenever the previous programme
is inconsistent with the actual progress or with the Contractor’s obligations.
Part III Monthly cash flow forecast.

39
10.1.4 The Contractor shall compute, on the basis of the Drawings prepared in accordancewith
Clause 10.2.4, 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.
10.1.5 The Contractor shall appoint a safety consultant (the “Safety Consultant”) to carry out
safety audit at the design, construction and commissioning 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
names of qualified and experienced firms from whom the Authority may choose one 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 Contactor
shall propose to the Authority a revised panel of three names from the firms
empanelled as safety consultants by the National Highways Authority of India for
obtaining the consent of the Authority. The Contractor shall also obtain the consent of
the Authority for the key personnel of the Safety Consultant who shall have adequate
experience and qualifications in safety audit of the highway projects. The Authority
shall, within 15 (fifteen) days of receiving a proposal from the Contractor hereunder,
convey its decision, with reasons, to the Contractor, and if no such decision is
conveyed within the said period, the Contractor may proceed with engaging of the
Safety Consultant.
10.1.6 The safety audit pursuant to Clause 10.1.5 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 during the design,
construction and commissioning of the Project Highway and the Contractor in the
design of the Project Highway and the Contractor shall forward to the Authority’s
Engineer/ PMC 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 there on and seek the instructions of the Authority for Change in Scope.
For the avoidance of doubt, the Safety Consultant to be engaged by the Contractor shall
be independent of the design and implementation team of the Contractor.
10.2 Design and Drawings
10.2.1 Design and Drawings shall be developed in conformity with the

Specifications and Standards set forth in Schedule-D. The contractor shall also conduct
a third party independent design audit from any of the IITs/NITs for the Designs of
Bridges and Structures with a span of 15 (fifteen) meters or more, including of their
formworks. 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 of the Authority’s Engineer.
10.2.2 The Contractor shall appoint a proof check consultant (the “Proof Consultant”) after
proposing to the Authority a panel of three names of qualified and experienced firms
from whom the Authority may choose one 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 Contactor shallpropose to the Authority a

40
revised panel of three 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 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.
10.2.3 The Proof Consultant shall:

(a) evolve a systems approach with the Design Director so as to minimize the time
required for final designs and construction drawings; and
(b) Proofs check the detailed calculations, drawings and designs, which have been
approved by the Design Director.
(c) shall ensure that the observations made in the report of third party independent design
audit for the Design of Bridges and Structures with a span of 15(fifteen) meters or
more, including their formworks are compiled in the designs submitted to them.
10.2.4 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 copies
each of the design and Drawings, duly certified by the Proof Consultant, to the
Authority’s Engineer for review. In cases of Bridges and Structures with a span
of 15 (fifteen) meters or more, the report of third party independent design audit
conducted by the IITs/NITs shall also be submitted along with the designs.
Provided, however, that in respect of Major Bridges and Structures, the
Authority’s Engineer may require additional drawings for its review in
accordance with Good Industry Practice.
(b) by submitting the Drawings for review to the Authority’s Engineer, the
Contractor shall be deemed to have represented that it has determined and
verified that the design and engineering, including field construction criteria
related thereto, are in conformity with the Scope of the Project, the
Specifications and Standards and the Applicable Laws;
(c) Within 15 (fifteen) days of the receipt of the Drawings, the Authority’s Engineer
shall review the same and convey its observations to the Contractor with
particular reference to their conformity or otherwise with the Scope of the
Project and the Specifications and Standards. The Contractor shall not be obliged
to await the observations of the Authority’s Engineer on the Drawings submitted
pursuant hereto beyond the said period of 15 (fifteen) days and may begin or
continue Works at its own discretion and risk; Provided, however that in case of
a Major Bridge or Structure, the aforesaid period of 15 (fifteen) days may be
extended upto 30 (thirty) days;
(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. 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 andresubmit such Drawings to the

41
Authority’s Engineer for review as aforesaid, the Authority’s Engineer may

withhold the payment for the affected works in accordance with the provisions of
Clause 19.5.4. 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 and/or observation of the Authority’s Engineer and/or its failure to
review 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 review 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.
10.2.5 Any cost or delay in construction arising from review by the Authority’s Engineer shall
be borne by the Contractor.
10.2.6 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 observations of
the Authority’s Engineer thereon as communicated pursuant to the provisions of Clause
10.2.4 (d). Such Drawings shall not be amended or altered without prior written notice
to the Authority’s Engineer. If a Party becomes aware of an error or defect of a
technical nature in the design or Drawings, that Party shall promptly give notice to the
other Party of such error or defect.
10.2.7 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

10.3.1 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 rectifyth any error in the positions, levels, dimensions or
alignment of the Works. The 456 day from the Appointed Date shall be the scheduled

42
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.
10.3.2 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 Works are 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 Works are completed within or before the
Scheduled Completion Date including any Time Extension, applicable for that work or
section, the Damages paid under this Clause 10.3.2 shall be refunded by the Authority
to the Contractor, but without any interest thereon. For the avoidance of doubt, it is
agreed that recovery of Damages under this Clause 10.3.2 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 10.5.2.
10.3.2 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 within20 (twenty) days of such notice. The Parties
expressly agree that the total amount of Damages under Clause 10.3.2 shall not exceed
10% (ten percent) of the Contract Price.
10.3.3 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 10.3.2 shall not exceed
10% (ten percent) of the Contract Price.
10.4 Maintenance during Construction Period
10.4.1 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 10 (ten) days prior to the date of
this Agreement, 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

43
Project includes construction of a bypass or tunnel and realignment of the existing

carriageway, the Contractor shall maintain the existing highway in such sections until
the new Works are open to traffic.
10.4.2 Notwithstanding anything to the contrary contained in this Agreement, in the event of
default by the Contractor in discharging the obligations specified in Clause 10.4.1
above, the Authority shall get these maintenance works done as 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
10.5.1 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, environmental clearances orapproval of

railway authorities, specified in Clause 4.1.4;
(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
inaccordance with the provisions of this Agreement.
10.5.2 The Contractor shall, no later than 15 (fifteen) business days from the occurrence of an
event or circumstance specified in Clause 10.5.1, 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.
10.5.3 In the event of the failure of the Contractor to issue to the Authority’s Engineer a notice
in accordance with the provisions of Clause 10.5.2 within the time specified therein, the
Contractor shall not be entitled to any Time Extension and shall forfeit its right for any
such claims in future. For the avoidance of doubt, in the event of failure of the
Contractor to issue notice as specified in this clause 10.5.3 the Authority shall be
discharged from all liability in connection with the claim.
10.5.4 The Authority’s Engineer shall, on receipt of the claim in accordance with the provisions

44
of Clause 10.5.2, 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 60 (sixty) 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.
10.5.5 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 10.5.4 within a period of 60 (sixty) days of
the receipt thereof.
10.6 Incomplete Works
In the event the Contractor fails to complete the Works in accordance with the Project
Completion Schedule, including any Time Extension granted under this Agreement, the
Contractor shall endeavor to complete the balance work expeditiously and shall pay
Damages to the Authority in accordance with the provisions of Clause 10.3.2 for delay
of each day until the Works are completed in accordance with the provisions of this
Agreement. Recovery of Damages under this Clause shall be without prejudice to the
rights of the Authority under this Agreement including the right to termination under
Clause 23.1.
10.7 Maintenance Manual
No later than 60 (sixty) days prior to the Project Completion Date, the Contractor shall,
in consultation with the Authority’s Engineer, evolve a maintenance manual (the
“Maintenance Manual”) for the regular and preventive maintenance of the Project
Highway in conformity with the Specifications and Standards, safety requirements and
Good Industry Practice, and shall provide 5 (five) copies thereof to the Authority’s
Engineer. The Authority’s Engineer shall review the Maintenance Manual within 15
(fifteen) days of its receipt and communicate its comments to the Contractor for

45
necessary modifications, if any.

46
ARTICLE 11
QUALITY ASSURANCE, MONITORING AND SUPERVISION
11.1 Quality of Materials and workmanship
The Contractor shall ensure that the Construction, Materials and workmanship are in
accordance with the requirements specified in this Agreement, Specifications and
Standards and Good Industry Practice.
11.2 Quality control system
11.2.1 The Contractor shall establish a quality control mechanism to ensure compliance with
the provisions of this Agreement (the “Quality Assurance Plan” or “QAP”).
11.2.2 The Contractor shall, within 30 (thirty) days of the Appointed Date, submit to the
Authority’s Engineer its Quality Assurance Plan which shall include the following:
(a) Organization, duties and responsibilities, procedures, inspections and
documentation;
(b) Quality control mechanism including sampling and testing of Materials, test
frequencies, standards, acceptance criteria, testing facilities, reporting, recording
and interpretation of test results, approvals, check list for site activities, and
proforma for testing and calibration in accordance with the Specifications for
Road and Bridge Works issued by MORTH, relevant IRC specifications and
Good Industry Practice; and
(c) Internal quality audit system.
The Authority’s Engineer shall convey its comments 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.
11.2.3 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.
11.2.4 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 the methodology proposed
to be adopted for executing the Works, giving details of equipment to be deployed,
traffic management and measures for ensuring safety. The Authority’s Engineer shall
complete the review and convey its comments to the Contractor within a period of 10
(ten) days from the date of receipt of the proposed methodology from the Contractor.

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11.4. Inspection and technical audit by the Authority
The Authority or any representative authorized by the Authority in this behalf

mayinspect 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
At any time during construction, the Authority may appoint an external technical auditor
to conduct an audit of the quality of the Works. 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. 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.
11.8 Inspection
11.8.1 The Authority’s Engineer and its authorized representative shall at all reasonable times:
(a) Have full access to all parts of the Site and to all places from which natural
Materials are being obtained for use in the Works; and
(b) During production, manufacture and construction at the Site and at the place of
production, be entitled to examine, inspect, measure and test the Materials and
workmanship, and to check the progress of manufacture of Materials.
11.8.2 The Contractor shall give the Authority’s Engineer and its authorized agents access,
facilities and safety equipment for carrying out their obligations under this Agreement.
11.8.3 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.

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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
11.10.1For 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. In the case of Bridges
and Structures with a span of 15 (fifteen) meters or ore, besides the existing provisions
of tests in this Agreement, Authority Engineer shall require the Contractor to carry out
pre-commissioning tests by engaging reputed institutions like IITs/NITs. The test
checks by the Authority’s Engineer shall comprise at least 20 (twenty) percent of the
quantity or number of tests prescribed for each category or type of test for quality
control by the Contractor.
11.10.2 In the event that results of any tests conducted under this Clause 11.10 establish any
Defects or deficiencies in the Works, the Contractor shall carry out remedial measures
and furnish a report to the Authority’s Engineer in this behalf. The Authority’s Engineer
shall require the Contractor to carry out or cause to be carried out tests to determine that
such remedial measures have brought the Works into compliance with the
Specifications and Standards, and the procedure shall be repeated until such Works
conform to the Specifications and Standards. For the avoidance of doubt, the cost of
such tests and remedial measures in pursuance thereof shall be solely borne by the
Contractor.
11.11 Examination of work before covering up
In respect of the work which the Authority’s Engineer is entitled to examine, inspect,
measure and/or test before it is covered up or put out of view or any part of the work is
placed thereon, the Contractor shall give notice to the Authority’s Engineer whenever
any such work is ready and before it is covered up. The Authority’s Engineer shall then
either carry out the examination, inspection or testing without unreasonable delay, or
promptly give notice to the Contractor that the Authority’s Engineer does not require to
do so. Provided, however, that if any work is of a continuous nature where it is not
possible or prudent to keep it uncovered or incomplete, the Contractor shall notify the
schedule of carrying out such work to give sufficient opportunity, not being less than 3
(three) business days’ notice, to the Authority’s Engineer to conduct its inspection,
measurement or test while the work is continuing. Provided further that in the event the
Contractor receives no response from the Authority’s Engineer within a period of 3
(three) business days from the date on which the Contractor’s notice hereunder is
delivered to the Authority’s Engineer, the Contractor shall be entitled to assume that the
Authority’s Engineer would not undertake the said inspection.
11.12 Rejection
If, as a result of an examination, inspection, measurement or testing, any Plant,
Materials, design or workmanship is found to be defective or otherwise not in
accordance with the provisions of this Agreement, the Authority’s Engineer shall reject

49
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 theContractor; and may be
deducted by the Authority from any monies due to be paid to the Contractor.
11.13 Remedial work

11.13.1 Notwithstanding any previous test or certification, the Authority’s Engineer
may instruct the Contractor to:
(a) Remove from the Site and replace any Plant or Materials which are not in
accordance with the provisions of this Agreement;
(b) Remove and re-execute any work which is not in accordance with the provisions
of this Agreement and the Specification and Standards; and
(c) Execute any work which is urgently required for the safety of the Project
Highway, whether because of an accident, unforeseeable event or otherwise;
provided that in case of any work required on account of a Force Majeure Event,
the provisions of Clause 21.6 shall apply.
11.13.2 If the Contractor fails to comply with the instructions issued by the Authority’s
Engineer under Clause 11.13.1, 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 10.3.2, 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 to the Authority’s Engineer a copy of all its quality
control records and documents before the Completion Certificate is issued pursuant to
Clause 12.2.

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11.16 Video recording

During the Construction Period, the Contractor shall provide to the Authority for every
calendar quarter, a video recording, which will be compiled into a 3 (three)-hour
compact disc or digital video disc, as the case may be, covering the status and progress
of Works in that quarter. The video recording shall be provided to the Authority no later
than 15 (fifteen) days after the close of each quarter after the Appointed Date.
11.17 Suspension of unsafe Construction Works
11.17.1 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.
11.17.2 The Contractor shall, pursuant to the notice under Clause 11.17.1, 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.
11.17.3 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.
11.17.4 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.

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ARTICLE 12
COMPLETION CERTIFICATE
12.1 Tests on completion
12.1.1 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.
12.1.2 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 Provisional Certificate
12.2.1 Subject to the provisions of Clause 12.2.5, upon completion of all Works forming part of
the Project Highway, save and except the Works for which Time Extension has been
granted under Clause 10.5, the Authority’s Engineer shall, at the request of the
Contractor, issue a provisional certificate of completion substantially in the form set
forth in Schedule-L (the “Provisional Certificate”) if the Tests for and in respect of the
completed Works are successful. The Provisional Certificate shall have appended thereto
a list of outstanding items of work (the “Punch List”) that need to be completed in
accordance with the provisions of this Agreement. The Contractor undertakes to
complete the minor outstanding items of works in respect of those Sections of the
Project Highway for which the Provisional Certificate has been issued, within a period
of 30 (thirty) days of the date of Provisional Certificate, and those parts of the Works in
respect of which Time Extension has been granted, within the extended period thereof.
For the avoidance of doubt, the Parties agree that the Punch List shall include all Works
for which Time Extension has been granted and shall also include any minor outstanding
items of work forming part of the completed Sections if such works do not materially
affect the use of the completed Sections for their intended purpose. The Parties further
agree that Provisional Certificate shall not be issued if the completed Works can not be
safely and reliably placed in service of the Users thereof.
12.2.2 Upon issue of Provisional Certificate, the provisions of Articles 14 and 17 shall apply to
the completed parts of the Project Highway and the property and ownership of all such

52
completed Works shall vest in the Authority.

12.2.3 If the Authority’s Engineer determines that the Project Highway or any completedpart
thereof does not conform to the provisions of this Agreement and cannot be safely and
reliably placed in operation, it shall forthwith make a report in this behalf and send copies
thereof to the Authority and the Contractor and withhold issuance of the Provisional
Certificate until the Defects or deficiencies are rectified by the Contractor and Tests are
successful in accordance with this Article 12.
12.2.4 Notwithstanding anything to the contrary contained in Clause 12.2.3, the Authority may,
atany time after receiving a report from the Authority’s Engineer under that Clause,
direct the Authority’s Engineer to issue a Provisional Certificate under Clause 12.2.1 and
such direction shall be complied forthwith.
12.2.5 No Provisional Certificate shall be issued under the provisions of this Clause 12.2 until
the Contractor has submitted valid claims for payment of at least80% (eighty per cent) of
the amount arrived at after reducing the lump sum price specified in Clause 19.1.1 by the
amount attributable to works which have been withdrawn under the provisions of clause
8.3.3. For the avoidance of doubt and by way of illustration, the parties agree that if the
Contract price specified in clause 19.1.1. is Rs. 105 Cr. (Rs. One hundred and five crore)
and the works withdrawn under Clause 8.3.3 have a value of Rs. 5Cr. (Rs. Five Crore), a
Provisional Certificate shall not be issued until valid claims for payment of an amount of
Rs. 80 Cr. (Eighty Crore) have been submitted by the Contractor in accordance with the
provisions of this Agreement. It is further agreed that all price adjustments made in
pursuance of Clause 19.10 shall not be reckoned for computation of the claims for
payments referred to in this Clause 12.2.5.
12.3 Completion of remaining Works
All items in the Punch List shall be completed by the Contractor in accordance with the
provisions of this Agreement. For any delay in their completion other than for the
reasons solely attributable to the Authority or due to Force Majeure, the Authority shall
be entitled to recover Damages from the Contractor in accordance with the provisions of
Clause 10.3.2 of this Agreement.
12.4 Completion Certificate

12.4.1 Upon completion of all Works, including the items specified in the Punch List, and the
Authority’s Engineer determining the Tests to be successful, it shall forthwith issue to
the Contractor and the Authority a certificate substantially in the form set forth in
Schedule-L (the “Completion Certificate”).
12.4.2 Upon receiving the Completion Certificate, the Contractor shall remove its equipment,
materials, debris and temporary works from the Site within a period of 30 (thirty) days
thereof, failing which the Authority may remove or cause to be removed, such
equipment, materials, debris and temporary works and recover from the Contractor an
amount equal to 120% (one hundred and twenty per cent) of the actual cost of removal
incurred by the Authority.
12.4.3 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.
12.5 Rescheduling of Tests
If the Authority’s Engineer certifies to the Authority and the Contractor that it is unable
to issue the Completion Certificate or Provisional Certificate, as the case may be, because

53
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.

54
ARTICLE 13
CHANGE OF SCOPE
13.1 Change of Scope

13.1.1 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”) before the issue of the Completion Certificate either by giving an
instruction or by requesting the Contractor to submit a proposal for 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.
13.1.2 Change of Scope shall mean:
(a) Change in specifications of any item of Works;
(b) Omission of any work from the Scope of the Project except under Clause 8.3.3;
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.
13.1.3 If the Contractor determines at any time that a Change of Scope will, if adopted, (i)
accelerate completion, (ii) reduce the cost to the Authority of executing, maintaining or
operating the Project Highway, (iii) improve the efficiency or value to the Authority of
the completed Project Highway, or (iv) otherwise be of benefit to the Authority, it shall
prepare a proposal with relevant details at its own cost. The Contractor shall submit
such proposal, supported with the relevant details and the amount of reduction in the
Contract Price to the Authority to consider such Change of Scope. The Authority shall,
within 15 (fifteen) days of receipt of such proposal, either accept such Change of Scope
with modifications, if any, and initiate proceedings therefore in accordance with this
Article 13 or reject the proposal and inform the Contractor of its decision. 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.
13.2 Procedure for Change of Scope
13.2.1 In the event of the Authority determining that a Change of Scope is necessary, it may
direct the Authority’s Engineer to issue to the Contractor a notice specifying in
reasonable detail the works and services contemplated there under (the “Change of
Scope Notice”).
13.2.2 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 preliminary documentation in support of:
(a) the impact, if any, which the Change of Scope is likely to have on the Project
Completion Schedule if the works or services are required to be carried out
during the Construction Period; and

55
(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 down of the quantities, unit rates and cost for different items of
work;
(ii) Proposed design for the Change of Scope; and
(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 13.4.2, the Contract Price shall be increased or decreased, as the case may be, on
account of Change of Scope.
13.2.3 The Contractor’s quotation of costs for the Change of Scope shall be determined on the
following principles:
(a) For works where Schedule of Rates (SOR) of concerned circle of State’s Public
Works Department are available shall be applicable for determination of costs.
In case of non-availability of current SOR, the available Schedule of Rates shall
be applied by updating the same based on WPI.
(b) For works not similar in nature to the Works being executed, the cost of work
shall be derived on the basis of MORTH Standard Data Book and the applicable
schedule of rates for the relevant circle, as published by the respective State
Government, and such rates shall be indexed with reference to the WPI once
every year, with the base being the month and year of the publication of the said
schedule of rates; provided, however, that for any item not included in the
schedule of rates, the prevailing market rates as determined by the Authority’s
Engineer shall apply, 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.
13.2.4 Upon reaching an agreement, the Authority shall issue an order (the “Change ofScope
Order”) requiring the Contractor to proceed with the performance thereof. In the event
that the Parties are unable to agree, the Authority may:
(a) Issue a Change of Scope Order requiring the Contractor to proceed with the
performance thereof at the rates and conditions approved by the Authority till the
matter is resolved in accordance with Article 26; or
(b) Proceed in accordance with Clause 13.5.

13.2.5 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.

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13.4 Restrictions on Change of Scope

13.4.1 No Change of Scope shall be executed unless the Authority has issued the Change of
ScopeOrder save and except any Works necessary for meeting any Emergency.
13.4.2 Unless the Parties mutually agree to the contrary, the total value of all Change of Scope
Orders shall not exceed 10 (ten) per cent of the Contract Price.
13.4.3 Notwithstanding anything to the contrary in this Article 13, no change made necessary
because of any default of the Contractor in the performance of its obligations under this
Agreement shall be deemed to be Change of Scope, and shall not result in any
adjustment of the Contract Price or the Project Completion Schedule.
13.5 Power of the Authority to undertake works
13.5.1 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 on the
basis of open competitive bidding from amongst bidders who are pre-qualified for
undertaking the additional work; provided that the Contractor shall have the option of
matching the first ranked bid in terms of the selection criteria, subject to payment of 2%
(two per cent) of the bid amount to the Authority*, and thereupon securing the award of
such works or services. For the avoidance of doubt, it is agreed that the Contractor shall
be entitled to exercise such option only if it has participated in the bidding process and
its bid does not exceed the first ranked bid by more than 10% (ten percent) thereof. It is
also agreed that the Contractor shall provide assistance and cooperation to the person
who undertakes the works or services hereunder, but shall not be responsible for
rectification of any Defects and/ or maintenance of works carried out by other agencies.
13.5.2 The works undertaken in accordance with this Clause 13.5 shall conform to the
Specifications and Standards and shall be carried out in a manner that minimizes the
disruption in operation of the Project 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.
*
The Authority shall transfer 75% (seventy five percent) of the amount so received to the first ranked bidder whose
bid shall have been matched by the Contractor.

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ARTICLE 14
MAINTENANCE
14.1 Maintenance obligations of the Contractor

14.1.1 The Contractor shall maintain the Project Highway for a period of 4 (four) years
commencing from the date of the Provisional Certificate (the “Maintenance Period”).
For the performance of its Maintenance obligations, the Contractor will get 0.5% of the
Contract Price for the first year and 1%, 1.5%, 2% of the Contract Price respectively for
the second, third and fourth year of in case of road projects. But in case of standalone
Bridge / structure work, the Contractor will get 0.25%, 0.5%, 0.5% and 0.5% of the
Contract Price for the first, second, third and fourth year respectively. Amount shall be,
inclusive of all taxes. The amount payable for maintenance shall be adjusted to reflect
any increase or decrease arising out of variation in WPI to be determined in accordance
with the provisions of Clause 19.12. For the avoidance of doubt, it is agreed that in the
event no Provisional Certificate is issued, the Maintenance Period shall commence from
the date of the Completion Certificate. It is further agreed that the Contract Price
hereunder shall be reckoned with reference to the amount specified in Clause 19.1.1,
which shall be adjusted to the extent of Change of Scope and the works withdrawn under
the provisions of Clause 8.3.3, but shall not include any price adjustments in pursuance
of Clause 19.10.
14.1.2 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 ofpotholes, cracks,

joints, drains, embankments, structures, pavement markings, lighting, road signs
and other traffic control devices;
(c) undertaking repairs to structures;
(d) informing the Authority of any unauthorized use of the Project Highway;
(e) informing the Authority of any encroachments on the Project Highway; and
(f) Operation and maintenance of all communication, patrolling, and administrative
systems necessary for the efficient maintenance of the Project Highway in
accordance with the provisions of this Agreement.
14.1.3 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 default or neglect of the Authority or a Force Majeure Event.
14.1.4 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
andGood Industry Practice.

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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
14.3.1 The Contractor shall prepare a monthly maintenance programme (the Maintenance
Programme”) in consultation with the Authority’s Engineer and submit the same to the
Authority’s Engineer not later than 10 (ten) days prior to the commencement of the
month in which the Maintenance is to be carried out. For this purpose a joint monthly
inspection by the Contractor and the Authority’s Engineer shall be undertaken. The
Maintenance Programme shall contain the following:
(a) The condition of the road in the format prescribed by the Authority’s Engineer;
(b) The proposed maintenance works; and
(c) Deployment of resources for maintenance works.
14.4 Safety, vehicle breakdowns and accidents

14.4.1 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.
14.4.2 The Contractor shall maintain and operate a round-the-clock vehicle rescue post with
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 Project Area . 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
14.5.1 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.
14.5.2 Upon receiving the permission pursuant to Clause 14.5.1, the Contractor shall be
entitled to close the designated lane for the period specified therein, and in the event of
any delay in re-opening such lane, the Contractor shall, 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.

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14.6 Reduction of payment for non-performance of Maintenance obligations
14.6.1 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.
14.6.2 If the nature and extent of any Defect justifies more time for its repair or rectification
thanthe 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
14.9.1 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.
14.9.2 In the event that the Contractor, upon notice under Clause 14.9.1, fails to rectify or
remove any hardship or danger within a reasonable period, the Authority may exercise
overriding powers under this Clause 14.9.2 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

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the Authority in discharge of its obligations hereunder shall be recovered by

theAuthority 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.
14.9.3 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 14.9.3, and shall provide assistance and
cooperation to the Authority, on a best effort basis, for performance of its obligations
hereunder.

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ARTICLE 15
SUPERVISION AND MONITORING DURING MAINTENANCE
15.1 Inspection by the Contractor
15.1.1 The Authority’s Engineer shall undertake regular inspections to evaluate continuously
the compliance with the Maintenance Requirements.
15.1.2 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
15.2.1 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.
15.2.2 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.
15.2.3 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.
15.2.4 Any deduction made on account of non-compliance will not be paid subsequently
even after establishing the compliance thereof. Such deductions will continue to be
made every month until the compliance is procured.
15.3 Tests
For determining that the Project Highway conforms to the Maintenance Requirements,
the Authority’s Engineer shall require the Contractor to carry out, or cause to be carried
out, tests specified by it in accordance with Good Industry Practice. The Contractor
shall, with due diligence, carry out or cause to be carried out all such tests in accordance
with the instructions of the Authority’s Engineer and furnish the results of such tests
forthwith to the Authority’s Engineer.

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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
statingaccidents 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.

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ARTICLE 16
TRAFFIC REGULATION
16.1 Traffic regulation by the Contractor

16.1.1 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.
16.1.2 All works shall be carried out in a manner creating least interference to traffic passing
through the Project Highway or a Section thereof. In stretches 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. 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
17.1.1 The Contractor shall be responsible for all the Defects and deficiencies, except usual
wearand tear in the Project Highway or any Section thereof, till the expiry of a period of
4 (Four) years commencing from the date of Provisional Certificate (the “Defects
Liability Period”). Provided that the Defects Liability Period shall in no case be less
than 42 (forty two) months from the date of Completion Certificate for and in respect of
works for which Time Extension was granted. Provided further that in the event no
Provisional Certificate is issued, the Defects Liability Period shall commence from the
date of the Completion Certificate. For the avoidance of doubt, any repairs or restoration
on account 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.
17.1.2 Deleted
17.2 Remedying Defects
Save and except as provided in Clause 14.1.2, the Contractor shall repair or rectify all
Defects and deficiencies observed by the Authority’s Engineer during the Defects
Liability Period within a period of 15 (fifteen) days from the date of notice issued by the
Authority’s Engineer in this behalf, or within such reasonable period as may be
determined by the Authority’s Engineer at the request of the Contractor, in accordance
with Good Industry Practice.
17.3 Cost of remedying Defects
For the avoidance of doubt, 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
In the event that 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 so as 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 twenty percent of the cost as Damages shall be
recoverable by the Authority from the Contractor and may be deducted by the Authority

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from any monies due to the Contractor.

17.5 Contractor to search cause
17.5.1 The Authority’s Engineer may instruct the Contractor to examine the cause of any
Defect in the Works or part thereof before the expiry of the Defects Liability Period.
17.5.2 In the event any Defect identified under Clause 17.5.1 is attributable to the Contractor,
theContractor shall rectify such Defect within the period specified by the Authority’s
Engineer, and shall bear the cost of the examination and rectification of such Defect.
17.5.3 In the event such Defect is not attributable to the Contractor, the Authority’s Engineer
shall, after due consultation with the Authority and the Contractor, determine the costs
incurred by the Contractor on such examination and notify the same to the Contractor,
with a copy to the Authority, and the Contractor shall be entitled to payment of such
costs by the Authority.
17.6. 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.

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ARTICLE 18
AUTHORITY’S ENGINEER
18.1 Appointment of the Authority’s Engineer
18.1.1 The Authority shall appoint a consulting engineering firm substantially in accordance
with the selection criteria set forth in Schedule-N, to be the engineer under this
Agreement (the “Authority’s Engineer”).
18.1.2 The appointment of the Authority’s Engineer shall be made no later than 30 (thirty)
days from the date of this Agreement. The Authority shall notify the appointment or
replacement of the Authority’s Engineer to the Contractor.
18.1.3 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

18.2.1 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 Annex 1 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; or

(d) Any other matter which is not specified in (a), (b) or (c) above and which creates
an obligation or liability on either Party for a sum exceeding Rs. 5,000,000 (Rs.
fifty lakh).
18.2.2 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 18.2.1.
18.2.3 The Authority’s Engineer shall submit regular periodic reports, at least once every
month, to the Authority in respect of its duties and functions under this Agreement.
Such reports shall be submitted by the Authority’s Engineer within 10 (ten) days of the
beginning of every month. For the avoidance of doubt, the Authority’s Engineer shall
include in its report, compliance of the recommendations of the Safety Consultant.
18.3 Delegation by the Authority’s Engineer
18.3.1 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
theAuthority and the Contractor. Provided, however, that the Authority’s Engineer shall
be responsible and liable for all actions and omissions of such personnel.

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18.3.2 Any failure of the Authority’s Engineer to disapprove any work, Plant or Materialsshall
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.
18.3.3 Notwithstanding anything stated in Clause 18.3.1 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
18.4.1 The Authority’s Engineer may issue to the Contractor instructions for remedying
anyDefect. 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.
18.4.2 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 in
writing the oral instructions within 2 (two) working days of issuing them.
18.4.3 In case the Contractor does not receive the confirmation of the oral instruction within the
time specified in Clause 18.4.2, 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 instruction.
18.4.4 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
18.5.1 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.
18.5.2 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, cost 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

18.7.1 The Authority may, in its discretion, replace the Authority’s Engineer at any time, but
only after appointment of another Authority’s Engineer in accordance with Clause 18.1.
18.7.2 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 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.

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Part IV
Financial Covenants

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ARTICLE 19
PAYMENTS
19.1 Contract Price
19.1.1 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
inthis Agreement for an amount of Rs…………(Rs………... ) (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.
19.1.2 The Contract Price includes all duties, taxes, royalty, 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.
19.1.3 The Contract Price shall not be adjusted for any change in costs stated in Clause 19.1.2
above, except as stated in Clauses 19.10 and 19.17.
19.1.4 The Contract Price shall not be adjusted to take account of any unforeseen difficulties or
costs, unless otherwise provided for in this Agreement.
19.1.5 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.
19.1.6 All payments under this Agreement shall be made in Indian Rupees.
19.2 Advance Payment
19.2.1 The Authority shall make an interest-bearing (@ Bank Rate$) advance payment (the
“Advance Payment”), equal in amount to 10 (ten) percent of the Contract Price,
exclusive 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) mobilisation advance would be released after submission
of utilization certificate by the Contractor for the first 5% advance already released
earlier.
In addition to above, the Authority shall make an additional interest-bearing advance
payment against newly purchased key construction equipment required for the works as
per agreed construction programme and brought to the site, if so requested by the
Contractor subject to the same terms and conditions specified for Advance Payment for
mobilisation expenses in this Agreement. The maximum of such advance shall be 5%
(five percent) of the Contract Price against Bank Guarantee. This advance shall be
further subject to the condition that (i) such new equipment are considered by the
Authority‟s Engineer to be necessary for the works and (ii) these new equipment

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should be procured in the name of Contractor and is verified by Authority‟s Engineer

to have been brought to site.
$ Bank Rate shall be as declared by Reserve Bank of India (RBI).

The Advance Payment for mobilization expenses and for acquisition of key new
construction equipment would be deemed as interest bearing advance at Bank
Rate, to be compounded annually. The interest would be recovered along with the
recovery of mobilization Advance Payment in equal installments as per provision
laid down for the mobilization advance recovery.
19.2.2 The Contractor may apply to the Authority for the first installment of the Advance
Payment
at any time after the Appointed Date, along with an irrevocable and unconditional
guarantee from a Bank for an amount equivalent to 110% (one hundred and ten per
cent) of such installment, substantially in the form provided at Annex-III of Schedule-
G, to remain effective till the complete and full repayment thereof.
19.2.3 Deleted
19.2.4 At any time, after 60 (sixty) days from the Appointed Date, the Contractor may apply to
the Authority for the second installment of the Advance Payment along with an
irrevocable and unconditional guarantee from a Bank for an amount equivalent to 110%
(one hundred and ten per cent) of such installment, substantially in the formprovided at
Annex-III of Schedule-G, to remain effective till the complete and full repayment
thereof.
19.2.5 The first and the second installments 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.
19.2.6 Deleted
19.2.7 The advance payment shall be repaid through percentage deductions from the stage
payments determined by the Authority’s Engineer in accordance with Sub-Clause 19.5,
as follows:
(a) Deductions shall commence in the next Stage Payment Statement following that in
which the total of all certified stage payments (excluding the advance payment and
deductions and repayments of retention) exceeds 20% (twenty percent) of the
Contract Price; and
(b) Deductions shall be made at the rate of 15% (fifteen percent) of each Stage
Payment Statement with interest until such time as the advance payment has been
repaid; provided that the advance payment shall be completely repaid along with
interest prior to the time when 80% (80 percent) of the Contract Price has been
certified for payment.
19.2.8 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 19.2.7, in the event of Termination for Contractor
Default, the Advance Payment shall be deemed to carry interest at the rate of 10% (ten

72
per cent) 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 each installment of the Advance
Payment, regardless of whether the installment or any part thereof has been repaid to
the Authority prior to Termination.
19.3 Procedure for estimating the payment for the Works
19.3.1 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.
19.3.2 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
19.3.1, supported with necessary particulars and documents in accordance with this
Agreement.
19.3.3 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 cr. to Rs 80 crore owing to Change
of Scope or withdrawalof work, the reduction in payment shall be restricted to relevant
payments for Major Bridges only and the payment due in respect of all other stage
payments under the item Major Bridges shall not be affected in any manner. The Parties
further agree that the adjustments arising out of the aforesaid modifications shall be
carried out in a manner that the impact of such modifications is restricted to the said
Change of Scope or withdrawal, as the case may be, and does not alter the payments
due for and in respect of items or stage payments which do not form part of such
Change of Scope or withdrawal.
19.4 Stage Payment Statement for Works
The Contractor shall submit a statement (the “Stage Payment Statement”), in 3

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
19.5.1 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.
19.5.2 Within 15 (fifteen) days of the receipt of the Stage Payment Statement referred to in
Clause

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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 there for.
19.5.3 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.
19.5.4 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.
19.5.5 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
19.6.1 The Contractor shall submit to the Authority’s Engineer a monthly maintenance
statement (“Monthly Maintenance Statement”) in 3 (three) copies by the 7th (seventh)
day of each month in the format set forth in Schedule-O for the Maintenance of the
Project Highway during the previous month.
th
19.6.2 The monthly lump sum amount payable for Maintenance shall be 1/12 (one-twelfth) of
the annual cost of Maintenance as specified in Clause 14.1.1.
19.7 Payment for Maintenance of the Project Highway
19.7.1 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 19.7.2.
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.
19.7.2 Maintenance shall be measured in units of one kilometer each; provided, however, that
payment thereof shall be made in fixed monthly amounts in accordance with this
Agreement. If the Maintenance Requirements set forth in Schedule-E are not met,
reduction in payments shall be made in accordance with the provisions of Schedule-M.

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The reductions for non- compliance with the Maintenance Requirements shall be
applied on the basis of monthly inspections by the Authority’s Engineer.
19.7.3 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.
19.7.4 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

19.8.1 The Contractor may claim Damages due and payable to it in accordance with the
provisions of this Agreement.
19.8.2 The Authority’s Engineer shall issue the IPC within 15 (fifteen) days of the receipt of
the claim under Clause 19.8.1, after making adjustments in accordance with the
provisions of this Agreement. The Authority shall pay to the Contractor the amount due
under any IPC within a period of 30 (thirty) days from the date of the submission of the
claim under this Clause 19.8. In the event of the failure of the Authority to make
payment to the Contractor within the specified time, the Authority shall be liable to pay
to the Contractor interest thereon and the provisions of Clause 19.9 shall apply mutatis
mutandis thereto.
19.9 Time of payment and interest
19.9.1 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
tothe Authority’s Engineer in accordance with the provisions of Clause 19.15 for
certification.
19.9.2 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 at the Base Rate plus 2% (two percent), calculated at quarterly rests,
on all sums remaining unpaid from the date on which the same should have been paid,
calculated in accordance with the provisions of Clause 19.9.1(a) and (b) and till the date
of actual payment.

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19.10. Price adjustment for the Works

19.10.1 The amounts payable to the Contractor for Works shall be adjusted in accordance with
the provisions of this Clause 19.10.
19.10.2 Subject to the provisions of Clause 19.10.3, 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 19.10.4.
19.10.3 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.
19.10.4 The Contract Price shall be adjusted for increase or decrease in rates and price of
labour,
cement, steel, Plant, machinery and spares, bitumen, fuel and lubricants, and other
material inputs in accordance with the principles, procedures and formulae specified
below:
(a) Price adjustment shall be applied on completion of the specified stage of the
respective item of work in accordance with Schedule-H;
(b) Adjustment for each item of work/stage shall be made separately.
(c) The following expressions and meanings are assigned to the value of the work
done:
RW= Value of work done for the completion of a stage under the following
items of Schedule-H:
(i) Road works; and

(ii) Other works
BR = Value of work done for the completion of a stage under the items Major
Bridges and Structures (Schedule-H)
(d) Price adjustment for changes in cost shall be paid in accordance with the
following formulae:
(i) VRW= 0.85 RW x [PL x (LI - LO)/LO + PA x (AI - AO)/AO + PFx
(FI -FO)/FO + PB x (BI - BO)/BO + PM x (MI - MO)/MO+ PC x (CI -
CO)/CO+ PS x (SI - SO)/SO]
(ii) VBR = 0.85 BR x [PL x (LI - LO)/LO + PA x (AI - AO)/AO + PFx
(FI -FO)/FO + PM x (MI - MO)/MO+ PC x (CI - CO)/CO PS x (SI -
SO)/SO]
Where
VRW = Increase ordecrease in the cost of road works/other works during theperiod
under consideration due to changes in the rates for relevant components as stated in
sub-paragraph (e)

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VBR = Increase or decrease in the cost of Major Bridges and Structures during the
period under consideration due to changes in the rates for relevant components
as stated in sub-paragraph (e)
PB, PC, PL, PM, and PS are the percentages of bitumen, cement, labour, other
materials, and steel/components (including strands and cables) respectively for
the relevant item as stated in sub-paragraph (e)
PA is the percentage of Plant, machinery and spares component for the relevant item as
stated in sub-paragraph (e).
PF is the percentage of fuel and lubricants for the relevant items as stated in sub-
paragraph (e).
AO = The wholesale price index as published by the Ministry of Commerce &
Industry, Government of India (hereinafter called “WPI”) for construction
machinery for the month of the Base Date.
AI = The WPI for construction machinery for the month three months prior to the
month to which the IPC relates.
BO = The official retail price of bitumen at the nearest refinery on the Base Date.
BI = The official retail price of bitumen at nearest refinery, on the first day of the
month three months prior to the month to which the IPC relates.
CO = The WPI for grey cement for the month of the Base Date.
CI = The WPI for grey 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 Andhra Pradesh) on the
Base Date.
FI = The official retail price of HSD at the existing consumer pumps of IOC in the
State of Andhra Pradesh) on the first day of the month three months priorto the
month to which the IPC relates.
LO = The consumer price index for industrial workers for the circle in the State of
Andhra 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
SO = The WPI for steel (re-bars) for the month of the Base Date.

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SI = The WPI for steel (re-bars) for the month three months prior to the month to
(e) The following percentages shall govern the price adjustment of the Contract
Price:
Item
Road Works
Culverts,
Component Earthwork, minor Major
Cement
Granular work, Bituminous Concrete Bridges and
bridges and
and work other Structures
Other works Pavement
structures
Labour (PL) 20% 20% 20% 15% 15%
Cement (PC) 5% Nil 20% 15% 15%
Steel (PS) Nil Nil Nil 15% 20%
Bitumen (PB) Nil 15% Nil Nil Nil
Fuel and lubricants 10% 10% 10% 10% 10%
(PF)
Other Materials 50% 40% 35% 30% 25%
(PM)
Plant, machinery 15% 15% 15% 15% 15%
and spares. (PA)
Total 100% 100% 100% 100% 100%
(f) In case an IPC relates to a month which is within 3 (three) months from the Base Date,
no price adjustment shall be applicable.
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 therefore
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:
V = P X (WI-WO)/WO
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 noncompliance of the Maintenance Requirements
WO = 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

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consideration for determining the price adjustment.

19.13 Final Payment Statement
19.13.1Within 60 (sixty) days after receiving the Completion Certificate under Clause 12.4, the
Contractor shall submit to the Authority’s Engineer for consideration six copies of a
Final Payment Statement (the “Final Payment Statement”) for Works, with supporting
documents showing in detail, in the form prescribed by the Authority’s Engineer:
(a) The summary of Contractor’s Stage Payment claims for Works as submitted in
accordance with Clause 19.4;
(b) The amounts received from the Authority against each claim; and
(c) Any further sums which the Contractor considers due to it from the Authority.
If the Authority’s Engineer disagrees with or cannot verify any part of the Final
Payment Statement, the Contractor shall submit such further information as the
Authority’s Engineer may reasonably require. The Authority’s Engineer shall deliver to
the Authority:
(i) An IPC for those parts of the Final Payment Statement which are not in dispute,
along with a list of disputed items which shall then be settled in accordance with
the provisions of Article 26; or
(ii) A Final Payment Certificate in accordance with Clause 19.15 if there are no
disputed items.
19.14 Discharge
Upon submission of the Final Payment Statement for Works under Clause 19.13, the
Contractor shall give to the Authority, with a copy to the Authority’s Engineer, a
written discharge confirming that the total of the Final Payment Statement represents
full and final settlement of all monies due to the Contractor in respect of this Agreement
for all the Works arising out of this Agreement, except for any monies due to either
Party on account of any Defect. Provided that such discharge shall become effective
only after the payment due has been made in accordance with the Final Payment
Certificate issued pursuant to Clause 19.15.
19.15 Final Payment Certificate
19.15.1Within 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.
19.15.2 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

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Certificate.
19.16 Final payment statement for Maintenance
19.16.1Within 30 (thirty) days after completion of the Maintenance Period, the Contractor shall
submit to the Authority’s Engineer six copies of the final payment statement for
Maintenance of the Project Highway, with supporting documents showing the details
set forth below in the form prescribed by the Authority’s Engineer :
(a) The total amount claimed in accordance with the monthly statement for
Maintenance of Project Highway;
(b) The amount paid in accordance with the Interim Payment Certificates; and
(c) Any sums which the Contractor considers to be due to it, with supporting
documents.
19.16.2 The Authority’s Engineer shall certify final payment within 30 (thirty) days of the
receipt of the final payment statement of Maintenance under Clause19.16.1, 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’sEngineer.
19.16.3 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
19.17.1If 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.
19.17.2If as a result of Change in Law, the Contractor benefits from any reduction in costs for
the execution of this Agreement or in accordance with the provisions of this Agreement,
either Party shall, within 15 (fifteen) days from the date it becomes reasonably aware of
such reduction in cost, notify the other Party with a copy to the Authority’sEngineer of
such reduction in cost due to Change in Law.
19.17.3The 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.

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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 Contract Price shall always be deemed to be the amount
specified in Clause 19.1.1, and shall exclude any revision thereof for any reason. The
Parties also agree that bonus shall be payable only if each work for which Extension of
Time has been granted is completed within respective Extended Time.

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ARTICLE 20
INSURANCE
20.1 Insurance for Works and Maintenance

20.1.1 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.
20.1.2 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.
20.1.3 Subject to the exceptions specified in Clause 20.1.4 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.
20.1.4 Notwithstanding anything stated above in Clause 20.1.3, 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.
20.1.5 Without prejudice to the obligations of the Parties as specified under Clauses 20.1.3
and 20.1.4, the Contractor shall maintain or effect such third party insurances as may be
required under the Applicable Laws.

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20.1.6 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/orconsultants 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
20.3.1 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 premium.
20.3.2 The Contractor shall ensure the adequacy of the insurances at all times in
accordancewith 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 premium and recover the costs thereof from the
Contractor, or in the event of computation of a Termination Payment, treat an amount
equal to the Insurance Cover as deemed to have been received by the Contractor.
20.5 Waiver of subrogation
All insurance policies in respect of the insurance obtained by the Contractor pursuant to
this Article 20 shall include a waiver of any and all rights of subrogation or recovery of
the insurers there under 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.

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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 bemaintained 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 affected 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 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 defaults for which the Authority shall be
liable.
20.9 Insurance against accident to workmen
The Contractor shall effect and maintain during the Agreement such insurances as may
be required to insure the Contractor’s personnel and any other persons employed by it on
the Project Highway from and against any liability incurred in pursuance of this Article
20. Provided that for the purposes of this Clause 20.9, the Contractor’s personnel/any
person employed by the Contractor shall include the Sub-contractor and its personnel. It
is further provided that, in respect of any persons employed by any Sub-contractor, the
Contractor's obligations to insure as aforesaid under this Clause 20.9 shall be discharged
if the Sub-contractor shall have insured against any liability in respect of such persons in
such manner that the Authority is indemnified under the policy. The Contractor shall
require such Sub-contractor to produce before the Authority, when required, such policy
of insurance and the receipt for payment of the current premium within 10 (ten) days of
such demand being made by the Authority.
20.10 Application of insurance proceeds
The proceeds from all insurance claims, except for life and injury, shall be applied for
any necessary repair, reconstruction, reinstatement, replacement, improvement, delivery
or installation of the Project Highway and the provisions of this Agreement in respect of
construction of works shall apply mutatis mutandis to the works undertaken out of the
proceeds of insurance.

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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 affected in accordance with 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 ionizing 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, Subcontractors 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 orevents:
(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;

87
(b) industry-wide or State-wide strikes or industrial action for acontinuous 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 theforegoing.

21.4 Political Event
A Political Event shall mean one or more of the following acts or events by or
onaccount of any Government Instrumentality:
(a) Change in Law, only if consequences thereof cannot be dealt with under and in
accordance with the provisions of Clause 19.17;
(b) Compulsory acquisition in national interest or expropriation of any Project

Assets or rights of the Contractor or of the Sub-Contractors;
(c) unlawful or unauthorized or without jurisdiction revocation of, orrefusal to

renew or grant without valid cause, any clearance, license, permit, authorization,
no objection certificate, consent, approval or exemption required by the
Contractor or any of the Sub-contractors to perform their respective obligations
under this Agreement; provided that such delay, modification, denial, refusal or
revocation did not result from the Contractor’s or any Sub-contractor’s inability
or failure to comply with any condition relating to grant, maintenance or renewal
of such clearance, license, authorization, no objection certificate, exemption,
consent, approval or permit;
(d) Any failure or delay of a Sub-contractor but only to the extent caused by another
Political Event; or
(e) Any event or circumstances of a nature analogous to any of the foregoing.

21.5 Duty to report Force Majeure Event
21.5.1 Upon occurrence of a Force Majeure Event, the Affected Party shall by notice report
such occurrence to the other Party forthwith. Any notice pursuant hereto shall include
full particulars of:
(a) The nature and extent of each Force Majeure Event which is the subject of any
claim for relief under this Article 21 with evidence in support thereof;
(b) The estimated duration and the effect or probable effect which such Force
Majeure Event is having or will have on the Affected Party’s performance of its

88
(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.

21.5.2 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.
21.5.3 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 21.5.1, 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
21.6.1 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 f/or 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.
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.
21.6.2 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.
21.6.3 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.

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21.7 Termination Notice for Force Majeure Event

21.7.1 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 grant15 (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
21.8.1 In the event of this Agreement being terminated on account of a Nonpolitical 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.
21.8.2 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.
21.8.3 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 23.6.2 as if it were an Authority Default.
21.9 Dispute resolution
In the event that the Parties are unable to agree in good faith about the occurrence or
existence of a Force Majeure Event, such Dispute shall be finally settled in accordance
with the Dispute Resolution Procedure; provided that the burden of proof as to the
occurrence or existence of such Force Majeure Event shall be upon the Party claiming
relief and/or excuse on account of such Force Majeure Event.
21.10 Excuse from performance of obligations
If the Affected Party is rendered wholly or partially unable to perform its obligations
under this Agreement because of a Force Majeure Event, it shall be excused from
performance of such of its obligations to the extent it is unable to perform on account of

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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 licenses and sub-licenses
respectively, the Authority or any other person authorised by it under Clause 22.1 to use
during Suspension, all Intellectual Property belonging to or licenced 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
22.3.1 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.
22.3.2 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
22.4.1 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.
22.4.2 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

23.1.1 Save as otherwise provided in this Agreement, in the event that any of the
defaultsspecified 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) subsequent to 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 ProjectMilestone 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 theconstruction 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 periodspecified in
Schedule-J for the Scheduled Completion Date, or any extension thereof;
(g) failure to complete the Punch List items within the periods stipulated therefore in
Clause 12.2.1;
(h) 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;
(i) 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;
(j) the Contractor creates any Encumbrance in breach of thisAgreement;
(k) an execution levied on any of the assets of the Contractor has caused a Material
Adverse Effect ;

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(l) the Contractor is adjudged bankrupt or insolvent, or if a trustee orreceiver is

appointed for the Contractor or for the whole or material part of its assets that has
a material bearing on the Project;
(m) 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;
(n) A resolution for winding up of the Contractor is passed, or anypetition for
winding up of the Contractor is admitted by a court of competent jurisdiction and
a provisional liquidator or receiver is appointed and such order has not been set
aside within 90 (ninety) days of the date thereof or the Contractor is ordered to
be wound up by court except for the purpose of amalgamation or reconstruction;
provided that, as part of such amalgamation or reconstruction, the entire
property, assets and undertaking of the Contractor are transferred to the
amalgamated or reconstructed entity and that the amalgamated or reconstructed
entity has unconditionally assumed the obligations of the Contractor under this
Agreement; and provided that:
(i) the amalgamated or reconstructed entity has the capability and experience
necessary for the performance of its obligations under this Agreement;
and
(ii) the amalgamated or reconstructed entity has the financial standing to
perform its obligations under this Agreement and has a credit worthiness
at least as good as that of the Contractor as at the Appointed Date;
(o) Any representation or warranty of the Contractor herein contained which is, as of
the date hereof, found to be materially false or the Contractor is at any time
hereafter found to be in breach thereof;
(p) 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;
(q) the Contractor has failed to fulfill any obligation, for which failure Termination
has been specified in this Agreement; or
(r) 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.
23.1.2 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
such15 (fifteen) days, whether or not it is in receipt of such representation, issue the
Termination Notice.
23.1.3 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

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design documents made by or on behalf of the Contractor.

23.2 Termination for Authority Default
23.2.1 In the event that any of the defaults specified below shall have occurred, and the
Authority fails to cure such default within a Cure Period of 90 (ninety) days or such
longer period as has been expressly provided in this Agreement, the Authority shall be
deemed to be in default of this Agreement (the “Authority Default”) unless the default
has occurred as a result of any breach of this Agreement by the Contractor or due to
Force Majeure. The defaults referred to herein shall include:
(a) The Authority commits a material default in complying with any of the
provisions of this Agreement and such default has a Material Adverse Effect on
the Contractor;
(b) The Authority has failed to make payment of any amount due andpayable to the
Contractor within the period specified in this Agreement;
(c) The Authority has failed to provide, within a period of 180 (onehundred and
eighty) days from the Appointed Date, the environmental clearances required for
construction of the Project Highway;
(d) 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; or
(e) The Authority’s Engineer fails to issue the relevant Interim PaymentCertificate
within 60 (sixty) days after receiving a statement and supporting documents.
23.2.2 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
suchrepresentation, 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 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. Hence he forfeits his right to any other remedy on that
count.
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 hereunder.
23.4 Requirements after Termination

Upon Termination of this Agreement in accordance with the terms of this Article 23,

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the Contractor shall comply with and conform to the following:
(a) Deliver to the Authority all Plant and Materials which shall have become the
property of the Authority under this Article 23;
(b) Deliver all relevant records, reports, Intellectual Property and other licences
pertaining to the Works, Maintenance, other design documents and in case of
Termination occurring after the Provisional Certificate has been issued, the “as
built’ Drawings for the Works;
(c) Transfer and/or deliver all Applicable Permits to the extent permissible under
Applicable Laws; and
(d) Vacate the Site within 15 (fifteen) days.
23.5 Valuation of Unpaid Works
23.5.1 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.
23.5.2 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

23.6.1 Upon Termination on account of Contractor’s Default under Clause 23.1, the
Authority shall:
(a) Encash and appropriate the Performance Security and Retention Money, or in the
event the Contractor has failed to replenish or extend the Performance Security,
claim the amount stipulated in Clause7.1.1, 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

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Agreement.
23.6.2 Upon Termination on account of an Authority Default under Clause 23.2 or for
Authority’s convenience under Clause 23.3, the Authority shall:
(a) Return the Performance Security 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, as determined by the Authority’s Engineer, of the
Plant and Materials procured by the Contractor and transferred to the
Authority for its use, only if such Plant and Materials are in conformity
with the Specifications and Standards;
(iii) the reasonable cost of temporary works, as determined by the Authority’s
Engineer; and
(iv) 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.
23.6.3 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
the Base Rate plus 2% (two percent), calculated at quarterly rests, 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.
23.6.4 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

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(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 except for taking possession of materials, stores, implements,
construction plants and equipment of the Contractor, which have not been vested
in the Authority in accordance with the provisions of this Agreement.
23.8 Survival of rights
Notwithstanding anything to the contrary contained in this Agreement any Termination

pursuant to the provisions of this Agreement shall be without prejudice to the accrued
rights of either Party including its right to claim and recover money damages, insurance
proceeds, security deposits, and other rights and remedies, which it may have in law or
Agreement. All rights and obligations of either Party under this Agreement, including
Termination Payments, shall survive the Termination to the extent such survival is
necessary for giving effect to such rights and obligations.

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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
25.1.1 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
25.2.1 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 as a result 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.
25.2.2 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 Subcontractors in performing the
Contractor’s obligations or in any way incorporated in or related to the Project. If in any
such suit, action, claim or proceedings, a temporary restraint order or preliminary
injunction is granted, the Contractor shall make every reasonable effort, by giving a
satisfactory bond or otherwise, to secure the revocation or suspension of the injunction
or restraint order. If, in any such suit, action, claim or proceedings, the Project
Highway, or any part thereof or comprised therein, is held to constitute an infringement
and its use is permanently enjoined, the Contractor shall promptly make every
reasonable effort to secure for the Authority a licence, at no cost to the Authority,
authorising continued use of the infringing work. If the Contractor is unable to secure
such licence within a reasonable time, the Contractor shall, at its own expense,
andwithout 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.

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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. In the event that 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
25.4.1 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.
25.4.2 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).
25.4.3 If the Indemnifying Party exercises its rights under Clause 25.3, the Indemnified Party
shall nevertheless have the right to employ its own counsel, and such counsel may
participate in such action, but the fees and expenses of such counsel shall be at the
expense of the Indemnified Party, when and as incurred, unless:
(a) the employment of counsel by such party has been authorised in writing by the
Indemnifying Party; or
(b) the Indemnified Party shall have reasonably concluded that there may be a
conflict of interest between the Indemnifying Party and the Indemnified Party in
the conduct of the defense of such action; or
(c) the Indemnifying Party shall not, in fact, have employed independentcounsel
reasonably satisfactory to the Indemnified Party, to assume the defense of such
action and shall have been so notified by the Indemnified Party; or
(d) the Indemnified Party shall have reasonably concluded and specifically notified
the Indemnifying Party either:

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(i) that there may be specific defenses available to it which are different
from or additional to those available to the Indemnifying Party; or
(ii) that such claim, action, suit or proceeding involves or could have a
material adverse effect upon it beyond the scope of this Agreement:
Provided that if Sub-clauses (b), (c) or (d) of this Clause 25.4.3 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 No consequential claims
Notwithstanding anything to the contrary contained in this Article 25, the indemnities
herein provided shall not include any claim or recovery in respect of any cost, expense,
loss or damage of an indirect, incidental or consequential nature, including loss of
profit, except as expressly provided in this Agreement.
25.6 Survival on Termination

The provisions of this Article 25 shall survive Termination.

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ARTICLE 26
DISPUTE RESOLUTION
26.1 Dispute Resolution

26.1.1 Any dispute, difference or controversy of whatever nature howsoever arising under or
out of or in relation to this Agreement (including its interpretation) between the Parties,
and so notified in writing by either Party to the other Party (the “Dispute”) shall, in the
first instance, be attempted to be resolved amicably in accordance with the conciliation
procedure set forth in Clause 26.2.
26.1.2 The Parties agree to use their best efforts for resolving all Disputes arising under or
inrespect of this Agreement promptly, equitably and in good faith, and further agree to
provide each other with reasonable access during normal business hours to all non-
privileged records, information and data pertaining to any Dispute.
26.2 Conciliation
In the event of any Dispute between the Parties, either Party may call upon the
Authority’s Engineer, or such other person as the Parties may mutually agree upon (the
“Conciliator”) to mediate and assist the Parties in arriving at an amicable settlement
thereof. Failing mediation by the Conciliator or without the intervention of the
Conciliator, either Party may require such Dispute to be referred to the Chairman of the
Authority and the Chairman of the Board of Directors of the Contractor for amicable
settlement, and upon such reference, the said persons shall meet no later than 7 (seven)
business days from the date of reference to discuss and attempt to amicably resolve the
Dispute. If such meeting does not take place within the 7 (seven) business day period or
the Dispute is not amicably settled within 15 (fifteen) days of the meeting or the
Dispute is not resolved as evidenced by the signing of written terms of settlement
within 30 (thirty) days of the notice in writing referred to in Clause 26.1.1 or such
longer period as may be mutually agreed by the Parties, either Party may refer the
Dispute to arbitration in accordance with the provisions of Clause 26.3.
26.3 Arbitration
26. 3.1 Any Dispute which is not resolved amicably by conciliation, as provided in Clause
26.2, shall be finally shall be finally finally settled by arbitration in accordance with the
rules of arbitration of the SOCIETY FOR AFFORDABLE REDRESSAL OF
DISPUTES (SAROD).
26.3.2 Deleted
26.3.3 The arbitrators shall make a reasoned award (the “Award”). Any Award made in any
arbitration held pursuant to this Article 26 shall be final and binding on the Parties as
from the date it is made, and the Contractor and the Authority agree and undertake to
carry out such Award without delay.
26.3.4 The Contractor and the Authority agree that an Award may be enforced against the
Contractor and/or the Authority, as the case may be, and their respective assets
wherever situated.
26.3.5 This Agreement and the rights and obligations of the Parties shall remain in full force

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and effect, pending the Award in any arbitration proceedings hereunder.

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

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

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ARTICLE 27
MISCELLANEOUS
27.1 Governing law and jurisdiction

This Agreement shall be construed and interpreted in accordance with and governed by
the laws of India, and the courts at Delhi shall have exclusive jurisdiction over matters
arising out of or relating to this Agreement.
27.2 Waiver of immunity
Each Party unconditionally and irrevocably:
(a) agrees that the execution, delivery and performance by it of this Agreement
constitute commercial acts done and performed for commercial purpose;
(b) agrees that, should any proceedings be brought against it or its assets, property or
revenues in any jurisdiction in relation to this Agreement or any transaction
contemplated by this Agreement, no immunity (whether by reason of
sovereignty or otherwise) from such proceedings shall be claimed by or on
behalf of the Party with respect to its assets;
(c) waives any right of immunity which it or its assets, property or revenues now
has, may acquire in the future or which may be attributed to it in any
jurisdiction; and
(d) consents generally in respect of the enforcement of any judgment or award
against it in any such proceedings to the giving of any relief or the issue of any
process in any jurisdiction in connection with such proceedings (including the
making, enforcement or execution against it or in respect of any assets, property
or revenues whatsoever irrespective of their use or intended use of any order or
judgment that may be made or given in connection therewith).
27.3 Delayed payments
The Parties hereto agree that payments due from one Party to the other Party under the
provisions of this Agreement shall be made within the period set forth therein, and if no
such period is specified, within 30 (thirty) days of receiving a demand along with the
necessary particulars. In the event of delay beyond such period, the defaulting Party
shall pay interest for the period of delay calculated at a rate equal to Base Rate plus 2
(two) percent, calculated at quarterly rests, and recovery thereof shall be without
prejudice to the rights of the Parties under this Agreement including Termination
thereof.
27.4 Waiver
27.4.1 Waiver, including partial or conditional waiver, by either Party of any default by the
other Party in the observance and performance of any provision of or obligations under
this Agreement: -
(a) Shall not operate or be construed as a waiver of any other orsubsequent 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

106
representative of the Party; and

(c) Shall not affect the validity or enforceability of this Agreement in any manner.
27.4.2 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, ormaintenance 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
27.7.1 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.
27.7.2 All obligations surviving Termination shall only survive for a period of 3 (three) years
following the date of such Termination.
27.8 Entire Agreement

This Agreement and the Schedules together constitute a complete and exclusive
statement of the terms of the agreement between the Parties on the subject hereof, and
no amendment or modification hereto shall be valid and effective unless
suchmodification 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

107
to this Agreement are abrogated and withdrawn. For the avoidance of doubt, the Parties
hereto agree that any obligations of the Contractor arising from the Request for
Qualification or Request for Proposals, as the case may be, shall be deemed to form part
of this Agreement and treated as such.
27.9 Severability
If for any reason whatever, any provision of this Agreement is or becomes invalid,
illegal or unenforceable or is declared by any court of competent jurisdiction or any
other instrumentality to be invalid, illegal or unenforceable, the validity, legality or
enforceability of the remaining provisions shall not be affected in any manner, and the
Parties will negotiate in good faith with a view to agreeing to one or more provisions
which may be substituted for such invalid, unenforceable or illegal provisions, as nearly
as is practicable to such invalid, illegal or unenforceable provision. Failure to agree
upon any such provisions shall not be subject to the Dispute Resolution Procedure set
forth under this Agreement or otherwise.
27.10 No partnership
This Agreement shall not be interpreted or construed to create an association, joint

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

This Agreement is intended solely for the benefit of the Parties, and their respective
successors and permitted assigns, and nothing in this Agreement shall be construed to
create any duty to, standard of care with reference to, or any liability to, any person not
a Party to this Agreement.
27.12 Successors and assigns
This Agreement shall be binding upon, and inure to the benefit of the Parties and their
respective successors and permitted assigns.
27.13 Notices
Any notice or other communication to be given by any Party to the other Party under or
in connection with the matters contemplated by this Agreement shall be in writing and
shall:
(a) in the case of the Contractor, be given by facsimile or e-mail and by letter
delivered by hand to the address given and marked for attention of the person set
out below or to such other person as the Contractor may from time to time
designate by notice to the Authority; provided that notices or other
communications to be given to an address outside 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;

108
(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;
(c) and any notice or communication by a Party to the other Party, given in
accordance herewith, shall be deemed to have been delivered when in the normal
course of post it ought to have been delivered and in all other cases, it shall be
deemed to have been delivered on the actual date and time of delivery; provided
that in the case of facsimile or e-mail, it shall be deemed to have been delivered
on the working day following the date of its delivery.
27.14 Language
All notices required to be given by one Party to the other Party and all other
communications, Documentation and proceedings which are in any way relevant to this
Agreement shall be in writing and in English language.
27.15 Counterparts
This Agreement may be executed in two counterparts, each of which, when executed
and delivered, shall constitute an original of this Agreement.
27.16 Confidentiality
The Parties shall treat the details of this Agreement as private and confidential, except
to the extent necessary to carry out obligations under it or to comply with Applicable
Laws. The Contractor shall not publish, permit to be published, or disclose any
particulars of the Works in any trade or technical paper or elsewhere without the
previous agreement of the Authority.
27.17 Copyright and Intellectual Property rights
27.17.1 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

109
computers supplied by the Contractor:

27.17.2 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.
27.17.3 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
27.18.1 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.
27.18.2 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.

110
ARTICLE 28
DEFINITIONS
28.1 Definitions
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 made in accordance with the provisions contained in this
Agreement;
“Applicable Laws” means all laws, brought into force and effect by GOI or the State
Government including rules, regulations and notifications made there under, 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, licenses, 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;
“Appointed Date” means that date which is later of the 15th day of the date of this
Agreement, the date on which the Contractor has delivered the Performance Security in
accordance with the provisions of Article 7 and the date on which the Authority has
provided the Right of Way on no less than 90% (Ninety per cent) of the total length of
Project Highway;
“Arbitration Act” means the Arbitration and Conciliation Act, 1996 and shall include
modifications to or any re-enactment thereof, as in force from time to time;
“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;

111
“Authority’s Engineer” shall have the meaning set forth in Clause 18.1;
“Authority Representative” means such person or persons as may be authorized in

writing by the Authority to act on its behalf under this Agreement and shall include any
person or persons having authority to exercise any rights or perform and fulfil any
obligations of the Authority under this Agreement;
“Bank” means a bank incorporated in India and having a minimum net worth of Rs.
1,000 crore (Rupees one thousand crore) or any other bank acceptable to the Authority;
“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 that calendar month, which date 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/Consortium in response to the Request for Proposals 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 entered into effect
until the Base Date;
(d) a change in the interpretation or application of any Indian law by a
judgment of a court of record which has become final, conclusive and
binding, as compared to such interpretation or application by a court of
record prior to the Base Date; or
“Change of Scope” shall have the meaning set forth in Article 13;
“Change of Scope Notice” shall have the meaning set forth in Clause 13.2.1;
“Change of Scope Order” shall have the meaning set forth in Clause 13.2.4;
“Completion Certificate” shall have the meaning set forth in Clause 12.4;
{“Consortium” means the consortium of entities which have formed a joint venture for
implementation of this Project;}$
“Construction” shall have the meaning set forth in Clause 1.2.1 (f);
“Construction Period” means the period commencing from the Appointed Date and
ending on the date of the Completion Certificate;
“Contract Price” means the amount specified in Clause 19.1.1;

112
“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 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;
s
This definition may be omitted if the Contractor is not a Consortium.
“Damages” shall have the meaning set forth in paragraph (w) of Clause 1.2.1;
“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 26.1.1;
“Dispute Resolution Procedure” means the procedure for resolution of Disputes set
forth in Article 26;
“Drawings” means all of the drawings, calculations and documents pertaining to the
Project Highway as set forth in Schedule-I, and shall include ‘as built’ drawings of the
Project Highway;
“Document” or “Documentation” means documentation in printed or written form, or

in tapes, discs, drawings, computer programmes, writings, reports, photographs, films,
cassettes, or expressed in any other written, electronic, audio or visual form;
“Emergency” means a condition or situation that is likely to endanger the safety or

security of the individuals on or about the Project Highway, including Users thereof, or
which poses an immediate threat of material damage to any of the ProjectAssets;
“Encumbrances” means, in relation to the Project Highway, anyencumbrances 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 payees or beneficiaries or any similar arrangement under
any insurance policy pertaining to the Project Highway, where applicable herein but

113
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 19.15.1;
“Final Payment Statement” shall have the meaning set forth in Clause 19.13.1;
“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 4.1.3 (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;
“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
theinsurances 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, trade marks, service marks, logos, get-up,
trade names, internet domain names, rights in designs, blue prints, programmes and

114
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;
Lead Member” shall, in the case of a consortium, mean the member of such
consortium who shall have the authority to bind the contractor and each member of the
Consortium; and shall be deemed to be the Contractor for the purposes of this
Agreement; the Lead Member shall itself undertake and perform at least 30 (thirty) per
cent of the total length of the Project Highway.
“LOA” or “Letter of Acceptance” means the letter of acceptance referred to in Recital
(E);
“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 15.2.1;
“Maintenance Manual” shall have the meaning ascribed to it in Clause 10.7;

“Maintenance Programme” shall have the meaning set forth in Clause 14.3;
“Maintenance Period” shall have the meaning set forth in Clause 14.1.1;
“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:5-1998;
“Manual” shall mean the Manual of Standards and Specifications for Four Laning of
Highways (IRC:SP:84-2014 );
“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” are all the supplies used by the Contractor for incorporation in the Works
or for the maintenance of the Project Highway;
“Monthly Maintenance Statement shall have the meaning set forth in Clause 19.6.1;
“MORTH” means the Ministry of Road Transport and Highways or any substitute
thereof dealing with Highways;

115
“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” 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;
“Political Event” shall have the meaning set forth in Clause 21.4;
“Programme” shall have the meaning set forth in Clause 10.1.3;
“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 centers, maintenance depots and administrative offices; and
(b) Project Facilities situated on the Site;
“Project Completion Date” means the date on which the Provisional Certificate is
issued and in the event no Provisional Certificate is issued, 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 forming part of
Chinthavaram to Turpu Kanupur (Km 16+550 to Km 23+770) and Six Laning of Turpu
Kanupur to Port South Gate (Design Chainage (Km 0+000 to 11+245) with a spur to
Varagali from Gunnampadiya Ch Km 6+635 (Km 0+000 to 3+285). 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 10.2.2;
“Provisional Certificate”shall have the meaning set forth in Clause 12.2;
“Punch List” shall have the meaning set forth in Clause 12.2.1;
“Quality Assurance Plan” or “QAP” shall have the meaning set forth in Clause 11.2;

116
“Re.”, “Rs.” or “Rupees” or “Indian Rupees” means the lawful currency of the
Republic of India;
“Request for Proposals” or “RFP” shall have the meaning set forth in Recital ‘D’;
“Request for Qualification” or “RFQ” shall have the meaning set forth in Recital ‘C’;
“Retention Money” shall have the meaning set forth in Clause 7.5.1;
“Right of Way” means the constructive possession of the Site free from encroachments
and encumbrances, 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 10.1.5;
“Scheduled Completion Date” shall be the date set forth in Clause 10.3.1;
“Scopeof the Project” shall have the meaning set forth in Clause 2.1;
“Section” means apart of the Project Highway;
“Site” shall have the meaning set forth in Clause 8.1;
“Specifications and Standards” means the specifications and standards relating to the
quality, quantity, capacity and other requirements for the Project Highway, as set forth
in Schedule-D, and any modifications thereof, or additions thereto, as included in the
design and engineering for the Project Highway submitted by the Contractor to, and
expressly approved by, the Authority;
"Stage Payment Statement" shall have the meaning set forth in Clause 19.4;
“Structures” means an elevated road or a flyover, as the case may be;
“Sub-contractor” means any person or persons to whom a part of the Works or the
Maintenance has been subcontracted by the Contractor and the permitted legal
successors in title to such person, but not an assignee to such person;
“Suspension” shall have the meaning set forth in Article 22;
“Taxes” means any Indian taxes including excise duties, customs duties, value added
tax, sales tax, local taxes, cess and any impost or surcharge of like nature (whether
Central, State or local) on the goods, Materials, equipment and services incorporated in
and forming part of the Project 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;

117
“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 18.2.1;
“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 10.5.1;
“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 23.5.1;
“Works” means all works including survey and investigation, design, engineering,
procurement, construction, Plant, Materials, maintenance, temporary works and other
things necessary to complete the Project Highway in accordance with this Agreement;
and
“WPI” means the wholesale price index for various commodities as published by the
Ministry of Commerce and Industry, GOI and shall include any index which
substitutes the WPI, and any reference to WPI shall, unless the context otherwise
requires, be construed as a reference to the WPI published for the period ending with
the preceding month.
IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED AND DELIVERED THIS

AGREEMENT AS OF THE DAY, MONTH AND YEAR FIRST ABOVE WRITTEN.
SIGNED, SEALED AND SIGNED, SEALED AND

DELIVERED DELIVERED
For and on behalf of For and on behalf of THE CONTRACTOR
National Highways Authority of India by: by:
(Signature) (Signature)
(Name) (Name)
(Designation) (Designation)
In the presence of: 1.

2.
{COUNTERSIGNED and accepted by:

Name
and
particula
rs of other members of the Consortium}

118

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VOLUME - II - Agreement Package 3

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National Highways Authority of India

EPC (ENGINEERING PROCUREMENT AND

UNDER BHARATMALA PARIYOJANA

National Highways Authority of India (NHAI)

Construction of Four Laning of Chinthavaram to Turpu Kanupur (Km 16+550 to Km 23+770)

Construction of Four Laning of Chinthavaram to Turpu Kanupur (Km 16+550 to Km 23+770)

2 Scope of the Project 19

3 Obligations of the Contractor 20

4 Obligations of the Authority 24

5 Representations and Warranties 26

Construction of Four Laning of Chinthavaram to Turpu Kanupur (Km 16+550 to Km 23+770)

9 Utilities and Trees 37

10 Design and Construction of the Project Highway 39

11 Quality Assurance, Monitoring and Supervision 47

Construction of Four Laning of Chinthavaram to Turpu Kanupur (Km 16+550 to Km 23+770)

11.15 Quality control records and Documents 50

15 Supervision and Monitoring during Maintenance 62

Construction of Four Laning of Chinthavaram to Turpu Kanupur (Km 16+550 to Km 23+770)

18.1 Appointment of the Authority’s Engineer 67

Construction of Four Laning of Chinthavaram to Turpu Kanupur (Km 16+550 to Km 23+770)

25 Liability and Indemnity 101

26 Dispute Resolution 104

Construction of Four Laning of Chinthavaram to Turpu Kanupur (Km 16+550 to Km 23+770)

26.2 Conciliation 104

A Site of the Project

B Development of the Project Highway

D Specifications and Standards

Construction of Four Laning of Chinthavaram to Turpu Kanupur (Km 16+550 to Km 23+770)

1. Specification and Standard

G Annex-I: Form of Guarantee for Performance Security

H Contract Price Weightages

J Project Completion Schedule

L Provisional/ Completion Certificate

M Payment reduction for non-compliance

Construction of Four Laning of Chinthavaram to Turpu Kanupur (Km 16+550 to Km 23+770)

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

N Selection of Authority’s Engineer

O Forms of Payment Statements

Construction of Four Laning of Chinthavaram to Turpu Kanupur (Km 16+550 to Km 23+770)

Construction of Four Laning of Chinthavaram to Turpu Kanupur (Km 16+550 to Km 23+770)

ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT

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

{ ,} means the selected bidder having its registered office at ................... ,

Construction of Four Laning of Chinthavaram to Turpu Kanupur (Km 16+550 to Km 23+770)

(b) Volume-II : Technical Bid

Construction of Four Laning of Chinthavaram to Turpu Kanupur (Km 16+550 to Km 23+770)

1.2.1 In this Agreement, unless the context otherwise requires,

(f) references to “construction” or “building” include, unless the context otherwise

(i) any reference to day shall mean a reference to a calendar day;

Construction of Four Laning of Chinthavaram to Turpu Kanupur (Km 16+550 to Km 23+770)

(r) references to the “winding-up”, “dissolution”, “insolvency”, or “reorganization”

Construction of Four Laning of Chinthavaram to Turpu Kanupur (Km 16+550 to Km 23+770)

and references to a Paragraph shall, subject to any contrary indication, be

1.3 Measurements and arithmetic conventions

Construction of Four Laning of Chinthavaram to Turpu Kanupur (Km 16+550 to Km 23+770)

Construction of Four Laning of Chinthavaram to Turpu Kanupur (Km 16+550 to Km 23+770)

Construction of Four Laning of Chinthavaram to Turpu Kanupur (Km 16+550 to Km 23+770)

2.1 Scope of the Project

Construction of Four Laning of Chinthavaram to Turpu Kanupur (Km 16+550 to Km 23+770)