EPC

(ENGINEERING PROCUREMENT AND CONSTRUCTION)

AGREEMENT

FOR

PROPOSED BRIDGE OVER RIVER AJOY

CONSTRUCTION, NEAR SHIBPUR AT CH. 17.84 KM OF
MUCHIPARA-SHIBPUR ROAD (DISTRICT OF PASCHIM
BURDWAN) CONNECTING JOYDEV-KENDULI-KHAGRA
ROAD AT CH. 1.05 KM (DISTRICT OF BIRBHUM)
UNDER ASANSOL HIGHWAY DIVISION, PUBLIC WORKS
(ROADS) DIRECTORATE
WEST BENGAL

OFFICE OF THE SUPERINTENDING ENGINEER

WESTERN HIGHWAY CIRCLE NO.- I
PUBLIC WORKS (ROADS) DIRECTORATE

December, 2017
WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 0 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.

Contents
Overview of the Framework

PART I
Preliminary

Recitals

1 Definitions and Interpretation

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

PART II
Scope of the Project

2 Scope of the Project

2.1 Scope of the Project

3 Obligations of the Contractor

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

4 Obligations of the Authority

4.1 Obligations of the Authority
4.2 Maintenance obligations prior to the Appointed Date
4.3 Environmental Clearances

5 Representations and Warranties

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

6 Disclaimer
6.1 Disclaimer

PART III
Construction and Maintenance

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

8 Right of Way
8.1 The Site
8.2 Procurement of the Site

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 1 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
8.3 Damages for delay in handing over the Site
8.4 Site to be free from Encumbrances
8.5 Protection of Site from encroachments
8.6 Special/temporary Right of Way
8.7 Access to the Authority and the Authority’s Engineer
8.8 Geological and archaeological finds

9 Utilities and Trees

9.1 Existing utilities and roads
9.2 Shifting of obstructing utilities
9.3 New utilities
9.4 Felling of trees

10 Design and Construction of the Project Highway

10.1 Obligations prior to commencement of Works
10.2 Design and Drawings
10.3 Construction of the Project Highway
10.4 Maintenance during Construction Period
10.5 Extension of time for completion
10.6 Incomplete Works
10.7 Maintenance Manual

11 Quality Assurance, Monitoring and Supervision

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

12 Completion Certificate
12.1 Tests on completion
12.2 Provisional Certificate
12.3 Completion of remaining Works
12.4 Completion Certificate
12.5 Rescheduling of Tests

13 Change of Scope
13.1 Change of Scope
13.2 Procedure for Change of Scope
13.3 Payment for Change of Scope
13.4 Restrictions on Change of Scope
13.5 Power of the Authority to undertake works

14 Maintenance
14.1 Maintenance obligations of the Contractor
14.2 Maintenance Requirements

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 2 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
14.3 Maintenance Programme
14.4 Safety, vehicle breakdowns and accidents
14.5 Lane closure
14.6 Reduction of payment for non-performance of Maintenance obligations
14.7 Authority’s right to take remedial measures
14.8 Restoration of loss or damage to Project Highway
14.9 Overriding powers of the Authority

15 Supervision and Monitoring during Maintenance

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

16 Traffic Regulation
16.1 Traffic regulation by the Contractor

17 Defects Liability
17.1 Defects Liability Period
17.2 Remedying Defects
17.3 Cost of remedying Defects
17.4 Contractor’s failure to rectify Defects
17.5 Contractor to search cause
17.6 Extension of Defects Liability Period

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

PART IV
Financial Covenants

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

20 Insurance

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 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
20.1 Insurance for Works and Maintenance
20.2 Notice to the Authority
20.3 Evidence of Insurance Cover
20.4 Remedy for failure to insure
20.5 Waiver of subrogation
20.6 Contractor’s waiver
20.7 Cross liabilities
20.8 Accident or injury to workmen
20.9 Insurance against accident to workmen
20.10 Application of insurance proceeds
20.11 Compliance with policy conditions

Part V
Force Majeure and Termination

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

22 Suspension of Contractor’s Rights

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

23 Termination
23.1 Termination for Contractor Default
23.2 Termination for Authority Default
23.3 Termination for Authority’s convenience
23.4 Requirements after Termination
23.5 Valuation of Unpaid Works
23.6 Termination Payment
23.7 Other rights and obligations of the Parties
23.8 Survival of rights

PART VI
Other Provisions

24 Assignment and Charges

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

25 Liability and Indemnity

25.1 General indemnity
25.2 Indemnity by the Contractor
25.3 Notice and contest of claims
25.4 Defence of claims
25.5 No consequential claims
25.6 Survival on Termination

26 Dispute Resolution

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 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
26.1 Dispute Resolution
26.2 Conciliation
26.3 Arbitration
26.4 Adjudication by Regulatory Authority, Tribunal or Commission

27 Miscellaneous
27.1 Governing law and jurisdiction
27.2 Waiver of immunity
27.3 Delayed payments
27.4 Waiver
27.5 Liability for review of Documents and Drawings
27.6 Exclusion of implied warranties etc.
27.7 Survival
27.8 Entire Agreement
27.9 Severability
27.10 No partnership
27.11 Third Parties
27.12 Successors and assigns
27.13 Notices
27.14 Language
27.15 Counterparts
27.16 Confidentiality
27.17 Copyright and Intellectual Property rights
27.18 Limitation of Liability

28 Definitions
28.1 Definitions

Schedules

A Site of the Project

1. The Site
Annex-I:Site
Annex-II: Dates for providing Right of Way
Annex-III: Alignment Plans
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
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

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 5 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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

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

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 6 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.

Part I
Preliminary

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 7 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
ENGINEERING, PROCUREMENT AND CONSTRUCTION
AGREEMENT
THIS AGREEMENT is entered into on this the ……….. day of ………, 20…..

BETWEEN

The Governor of West Bengal acting through

THE SUPERINTENDING ENGINEER, WESTERN HIGHWAY CIRCLE NO. I,
PUBLIC WORKS (ROADS) DIRECTORATE
PURTABHAVAN, 1ST FLOOR, SREEPALLY, BURDWAN - 713103
Phone No- 0342-2646430, e-mail:- [email protected]
(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 West Bengal had entrusted to the Authority for
Proposed Bridge over river Ajay, Construction, near Shibpur at Ch.
17.84 km of Muchipara-Shibpur road (district of Paschim Burdwan)
connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, Public Works (Roads)
Directorate

, West Bengal.

(B) The Authority had resolved to construct Proposed Bridge over river Ajay,
Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur road
(district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road
at Ch. 1.05 km (district of Birbhum) under Asansol Highway Division,
Public Works (Roads) Directorate, West Bengal. (hereinafter called the
Ajoy Bridge in West Bengal by on Engineering, Procurement,
Construction (“EPC”) basis in accordance with the terms and conditions
to be set forth in an agreement to be entered into.

(C) The Authority had accordingly invited proposals by its (Request For Prposal
No. WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18, Dated:
07.12.2017) (The “Request For Proposal” or “RFP”) for short listing of
bidders for EPC of the above referred section of job- ‘Proposed Bridge over
river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at
Ch. 1.05 km (district of Birbhum) under Asansol Highway Division, Public

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 8 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
Works (Roads) Directorate, West Bengal’ 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 RFP for undertaking the Project.

(E) After evaluation of the bids received, the Authority had accepted the bid of
the selected bidder and issued its Letter of Acceptance No. ……..
dated………….. (hereinafter called the “LOA”) to the selected bidder
for construction of ‘Proposed Bridge over river Ajay, Construction, near
Shibpur at Ch. 17.84 km of Muchipara-Shibpur road (district of Paschim
Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, Public Works (Roads)
Directorate, West Bengal’ (‘AJAY BRIDGE’) 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 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, in consideration of the obligations specified herein,
the Contract Price or such other sum as may become payable under the
provisions of the Agreement at the times and in the manner specified by the
Agreement and intending to be legally bound hereby, the Parties agree as
follows:
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

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 9 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.

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 the meaning ascribed thereto herein, and the words and expressions defined in
the Schedules and used therein shall have the meaning ascribed thereto in the
Schedules.

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,

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 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
construction, renovation, refurbishing, augmentation, up-gradation and other
activities incidental thereto during the Construction Period, and “develop”
shall be construed accordingly;

(h) any reference to any period of time shall mean a reference to that according to
Indian standard time;

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

(j) references to a “business day” shall be construed as a reference to a day (other

than a Sunday) on which banks in [Delhi] are generally open for business;

(k) any reference to month shall mean a reference to a calendar month as per the
Gregorian calendar;

(l) references to any date, period or Project Milestone shall mean and include
such date, period or Project Milestone as may be extended pursuant to this
Agreement;

(m) any reference to any period commencing “from” a specified day or date and
“till” or “until” a specified day or date shall include both such days or dates;
provided that if the last day of any period computed under this Agreement is
not a business day, then the period shall run until the end of the next business
day;

(n) the words importing singular shall include plural and vice versa;

(o) references to any gender shall include the other and the neutral gender;

(p) “lakh” means a hundred thousand (100,000) and “crore” means ten million
(10,000,000);

(q) “indebtedness” shall be construed so as to include any obligation (whether

incurred as principal or surety) for the payment or repayment of money,
whether present or future, actual or contingent;

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

“reorganisation” of a company or corporation shall be construed so as to
include any equivalent or analogous proceedings under the law of the
jurisdiction in which such company or corporation is incorporated or any
jurisdiction in which such company or corporation carries on business
including the seeking of liquidation, winding-up, reorganisation, dissolution,
arrangement, protection or relief of debtors;

(s) save and except as otherwise provided in this Agreement, any reference, at
any time, to any agreement, deed, instrument, licence or document of any
description shall be construed as reference to that agreement, deed, instrument,
licence or other document as amended, varied, supplemented, modified or
suspended at the time of such reference; provided that this Clause shall not
operate so as to increase liabilities or obligations of the Authority hereunder or
pursuant hereto in any manner whatsoever;

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 11 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
(t) any agreement, consent, approval, authorisation, notice, communication,
information or report required under or pursuant to this Agreement from or by
any Party or the Authority’s Engineer shall be valid and effective only if it is
in writing under the hand of a duly authorised representative of such Party or
the Authority’s Engineer, as the case may be, in this behalf and not otherwise;

(u) the Schedules and Recitals to this Agreement form an integral part of this
Agreement and will be in full force and effect as though they were expressly
set out in the body of this Agreement;

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

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

(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

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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;

(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 may, at its discretion, delete this provision.

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 13 of 187
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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.

Part II
Scope of Project

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 14 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
ARTICLE 2
SCOPE OF THE PROJECT

2.1 Scope of the Project

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

(a) construction of the Project Highway on the Site set forth in Schedule-A and as
specified in Schedule-B together with provision of Project Facilities as
specified in Schedule-C, and in conformity with the Specifications and
Standards set forth in Schedule-D;

(b) maintenance of the Project Highway in accordance with the provisions of this
Agreement and in conformity with the requirements set forth in Schedule-E;
and

(c) performance and fulfilment of all other obligations of the Contractor in

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

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 15 of 187
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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
ARTICLE 3
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, fulfil, 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, licences, agreements

and permissions for Materials, methods, processes and systems used or
incorporated into the Project Highway;

(c) make reasonable efforts to maintain harmony and good industrial relations
among the personnel employed by it or its Sub-contractors in connection with
the performance of its obligations under this Agreement;

(d) ensure and procure that its Sub-contractors comply with all Applicable

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
Permits and Applicable Laws in the performance by them of any of the
Contractor’s obligations under this Agreement;

(e) not do or omit to do any act, deed or thing which may in any manner 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 authorised personnel shall have the right of
access to all these documents at all reasonable times;

(i) cooperate with other contractors employed by the Authority and personnel of
any public authority; and

(j) not interfere unnecessarily or improperly with the convenience of the public,
or the access to and use and occupation of all roads and footpaths, irrespective
of whether they are public or in the possession of the Authority or of others.
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 per cent) 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 labour, as the case may
be, for such Works. For the avoidance of doubt, the Parties agree that the Contractor
may sub-divide the aforesaid length of 51% (fifty one per cent) in no more than 5
(five) sections of the Project Highway. The Parties further agree that all obligations
and liabilities under this Agreement for the entire project Highway shall at all times
remain with the Contractor. *

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
*
May be deleted if the Contractor is not a Consortium

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 17 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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 sub-contractor
who has, over the preceding 3 (three) years, not undertaken at least one work of a
similar nature with a contract value exceeding 40% (forty per cent) of the value of the
sub-contract to be awarded hereunder and received payments in respect thereof for an
amount equal to at least such 40% (forty per cent), the Authority may, no later than 15
(fifteen) business days from the date of receiving the communication from the
Contractor, require the Contractor not to proceed with such sub-contract, and the
Contractor shall comply therewith.
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 sub-contractors shall
be subject to grant of requisite regulatory permits and approvals including
employment/residential visas and work permits, if any required, and the obligation to
apply for and obtain the same shall 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 sub-contractors 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 Sub-contractors
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. The Contractor will try to hire at least 10%
trained workmen as per NSQF. If necessary the requisite workmen may be got trained
through authorized training centres of Directorate General of Training (DGT). The
Contractor will organize training at project site/sites for the trainees as and when
required as per the training schedule finalized in consultation with the training
centres, and the Project Director. The trainees are to be paid stipend (subject to
maximum limit of Rs. 15,000/- per person) on the basis of minimum wages to
compensate for loss of income during the training period. The expenditure on training
and stipend to be paid to the trainees shall be borne by Authority.

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.

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 18 of 187
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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.

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 equipment 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.

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.

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.

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 19 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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) Deleted (as project does not include a road over-bridge/under-bridge)

(c) Environmental clearances for the Project Highway are not required.

4.1.4 Delay in providing the Right of Way or approval of GAD by railway authorities, as
the case may be, in accordance with the provisions of Clause 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:

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 20 of 187
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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
(a) upon written request from the Contractor, and subject to the Contractor
complying with Applicable Laws, provide reasonable support to the
Contractor in procuring Applicable Permits required from any Government
Instrumentality for implementation of the Project;

(b) upon written request from the Contractor, provide reasonable assistance to the
Contractor in obtaining access to all necessary infrastructure facilities and
utilities, including water and electricity at rates and on terms no less
favourable than those generally available to commercial customers receiving
substantially equivalent services;

(c) procure that no barriers that would have a material adverse effect on the works
are erected or placed on or about the Project Highway by any Government
Instrumentality or persons claiming through or under it, except for reasons of
Emergency, national security, law and order or collection of inter-state taxes;

(d) not do or omit to do any act, deed or thing which may in any manner be
violative of any of the provisions of this Agreement;

(e) support, cooperate with and facilitate the Contractor in the implementation of
the Project in accordance with the provisions of this Agreement; and

(f) upon written request from the Contractor and subject to the provisions of
Clause 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 clearance is not
required for construction of the Project.

For the avoidance of doubt, the present status of environmental clearances is specified
in Schedule-A.

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 21 of 187
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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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 organised and validly existing under the laws of India, and has full
power and authority to execute and perform its obligations under this
Agreement and to carry out the transactions contemplated hereby;

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

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

(d) it is subject to the laws of India, and hereby expressly and irrevocably waives
any immunity in any jurisdiction in respect of this Agreement or matters
arising thereunder including any obligation, liability or responsibility
hereunder;

(e) the information furnished in the Bid and as updated on or before the date of
this Agreement is true and accurate in all respects as on the date of this
Agreement;

(f) the execution, delivery and performance of this Agreement will not conflict
with, 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 obligations under this Agreement;

(h) it has no knowledge of any violation or default with respect to any order, writ,
injunction or decree of any court or any legally binding order of any
Government Instrumentality which may result in any material adverse effect
on its ability to perform its obligations under this Agreement and no fact or
circumstance exists which may give rise to such proceedings that would
adversely affect the performance of its obligations under this Agreement;

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
(i) it has complied with Applicable Laws in all material respects and has not been
subject to any fines, penalties, injunctive relief or any other civil or criminal
liabilities which in the aggregate have or may have a material adverse effect
on its ability to perform its obligations under this Agreement;

(j) no representation or warranty by it contained herein or in any other document

furnished by it to the Authority or to any Government Instrumentality in
relation to Applicable Permits contains or will contain any untrue or
misleading statement of material fact or omits or will omit to state a material
fact necessary to make such representation or warranty not misleading;

(k) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf,
to any person by way of fees, commission or otherwise for securing the
contract or entering into this Agreement or for influencing or attempting to
influence any officer or employee of the Authority in connection therewith;

(l) 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 contractual relationship
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 its obligations
under this Agreement and to carry out the transactions contemplated herein
and that it has taken all actions necessary to execute this Agreement, exercise
its rights and perform its obligations, under this Agreement;

(b) it has taken all necessary actions under the Applicable Laws to authorise the
execution, delivery and performance of this Agreement;

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

(d) this Agreement constitutes a legal, valid and binding obligation enforceable
against it in accordance with the terms hereof;

(e) it has no knowledge of any violation or default with respect to any order, writ,
injunction or any decree of any court or any legally binding order of any
Government Instrumentality which may result in any material adverse effect
on the Authority’s ability to perform its obligations under this Agreement;

(f) it has complied with Applicable Laws in all material respects;

(g) it has good and valid right to the Site and has the power and authority to grant
the Right of Way in respect thereof to the Contractor; and

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 23 of 187
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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
(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.

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 24 of 187
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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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.

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 25 of 187
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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.

Part III
Construction and Maintenance

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 26 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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.

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 27 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
7.1.3 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.

7.2 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 The Additional Performance Security shall be encashed, in case the Contractor cannot
achieve the Milestones –II/III/IV … within the prescribed period as per this
Agreement due to the fault of the Contractor.

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.

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 28 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
7.4.2 The Authority shall return the Additional Performance Security to the Contractor
within 28 (twenty eight) days from the date of issue of Completion Certificate under
Article 12 of this Agreement.

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, the
Authority 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 under the 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.

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 29 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
ARTICLE 8
RIGHT OF WAY

8.1 The Site

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

(a) acquiring and providing Right of Way on the Site in accordance with the
alignment finalised by the Authority, free from all encroachments and
encumbrances, and free access thereto for the execution of this Agreement;
and

(b) obtaining licences and permits for environment clearance for the Project
Highway.

8.2 Procurement of the Site

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 authorised 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 authorised 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.

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 30 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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 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 not provided by the Authority
on or before the date(s) specified in Clause 8.2 for any reason other than Force
Majeure or breach of this Agreement by the Contractor, the Authority shall pay
Damages to the Contractor 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, the Authority
may at any time withdraw any Works forming part of this Agreement, subject to such

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 31 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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 for commencing 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
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.

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 32 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
8.6 Special/temporary Right of Way

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

8.7 Access to the Authority and the Authority’s Engineer

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
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.

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 33 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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.

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 34 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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.

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.

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 35 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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 authorised to deal with the Authority in respect
of all matters under or arising out of or relating to this Agreement;

(b) appoint a design director (the “Design Director”) who will head the
Contractor’s design unit and shall be responsible for surveys, investigations,
collection of data, and preparation of preliminary and detailed designs;

(c) undertake and perform all such acts, deeds and things as may be necessary or
required before commencement of Works under and in accordance with this
Agreement, the Applicable Laws and Applicable Permits; and

(d) make its own arrangements for quarrying of materials needed for the Project
Highway under and in accordance with the Applicable Laws and Applicable
Permits.

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 organisation for the Project, the general methods and
arrangements for design and construction, environmental management plan,
Quality Assurance Plan including design quality plan, traffic management and
safety plan covering safety of users and workers during construction,
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.

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
Part III Monthly cash flow forecast.

10.1.4 The Contractor shall compute, on the basis of the Drawings prepared in accordance
with 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 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 [Ministry of Road Transport and Highways] for obtaining the
consent of the Authority. The Contractor shall also obtain the consent of the Authority
for the key personnel of the Safety Consultant who shall have adequate experience
and qualifications in safety audit of the highway projects. The Authority shall, within
15 (fifteen) days of receiving a proposal from the Contractor hereunder, convey its
decision, with reasons, to the Contractor, and if no such decision is conveyed within
the said period, the Contractor may proceed with engaging of the Safety Consultant.

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

10.2 Design and Drawings

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

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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 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 minimise the time
required for final designs and construction drawings; and

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

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. 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

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
Drawings. In the event the Contractor fails to revise and resubmit such
Drawings to the 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

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
Schedule-D. The Contractor shall be responsible for the correct positioning of all
parts of the Works, and shall rectify any error in the positions, levels, dimensions or
alignment of the Works. The 780th (seven hundred eighty) day from the Appointed
Date shall be the scheduled completion date (the “Scheduled Completion Date”) and
the Contractor agrees and undertakes that the construction shall be completed on or
before the Scheduled Completion Date, including any extension thereof.

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.

10.3.3 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 Project includes construction of a bypass or

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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 or approval 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 in
accordance 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.

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
10.5.4 The Authority’s Engineer shall, on receipt of the claim in accordance with the
provisions 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 endeavour 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 necessary modifications, if any.

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.

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) organisation, duties and responsibilities, procedures, inspections and

documentation;

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

(c) internal quality audit system.

The Authority’s Engineer shall convey its 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

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
the Contractor.

11.4. Inspection and technical audit by the Authority

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

11.5 External technical audit

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 authorised representative shall at all reasonable
times:

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

(b) during production, manufacture and construction at the Site and at the place of
production, be entitled to examine, inspect, measure and test the Materials and
workmanship, and to check the progress of manufacture of Materials.

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

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.

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
For the avoidance of doubt, such inspection or submission of Inspection Report by the
Authority’s Engineer shall not relieve or absolve the Contractor of its obligations and
liabilities under this Agreement in any manner whatsoever.

11.9 Samples

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

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

and

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

11.10 Tests

11.10.1 For determining that the Works conform to the Specifications and Standards, the
Authority’s Engineer shall require the Contractor to carry out or cause to be carried
out tests, at such time and frequency and in such manner as specified in this
Agreement and in accordance with Good Industry Practice for quality assurance. The
test checks by the Authority’s Engineer shall comprise at least 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

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
undertake the said inspection.

11.12 Rejection

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

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

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

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

11.13 Remedial work

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.

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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.

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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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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 cannot 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 completed Works shall vest in the Authority.

12.2.3 If the Authority’s Engineer determines that the Project Highway or any completed
part 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, at any 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 least 80% (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. 5 cr. (Rs. five crore), a Provisional Certificate shall not be issued until
valid claims for payment of an amount of Rs. 80 cr. (Rs. 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”).

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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 of events or circumstances on account of which the Tests could not be
held or had to be suspended, the Contractor shall be entitled to re-schedule the Tests
and hold the same as soon as reasonably practicable.

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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
therefor 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 thereunder (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

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
Completion Schedule if the works or services are required to be carried out
during the Construction Period; and

(b) the options for implementing the proposed Change of Scope and the effect, if
any, each such option would have on the costs and time thereof, including the
following details:

(i) break 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 of
Scope 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.

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
13.3 Payment for Change of Scope

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

13.4 Restrictions on Change of Scope

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

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

$
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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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
ARTICLE 14
MAINTENANCE

14.1 Maintenance obligations of the Contractor

14.1.1 The Contractor shall maintain the Project Highway for a period of 5 (five) years
commencing from the date of the Provisional Certificate (the “Maintenance
Period”). For the performance of its Maintenance obligations, the contractor shall be
paid 0.00% of the Contract Price for the first year and 0.25%, 0.5%, 0.5%, 0.5% of
the Contract Price for the second, third, fourth and fifth year respectively in case of
bridge projects. 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 of potholes, 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 unauthorised use of the Project Highway;

(e) informing the Authority of any encroachments on the Project Highway; and

(f) operation and maintenance of all communication, patrolling, and

administrative systems necessary for the efficient maintenance of the Project
Highway in accordance with the provisions of this Agreement.

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

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
orderly condition, and in conformity with the Applicable Laws, Applicable Permits
and Good Industry Practice.

14.2 Maintenance Requirements

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

14.3 Maintenance Programme

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 Illambazar. 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. Existing toll plaza required to be dismantled and a new Toll plaza to be
constructed at suitable location on Illambazar end of project highway as per direction.

14.5 Lane closure

14.5.1The 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

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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.

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
than the time specified in Schedule-E, the Contractor shall be entitled to additional
time in conformity with Good Industry Practice. Such additional time shall be
determined by the Authority’s Engineer and conveyed to the Contractor and the
Authority with reasons thereof.

14.7 Authority’s right to take remedial measures

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

14.8 Restoration of loss or damage to Project Highway

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

14.9 Overriding powers of the Authority

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.

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 56 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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 the Authority in discharge of its obligations hereunder shall be
recovered by the Authority from the Contractor, and the Authority shall be entitled to
deduct any such costs and expenses incurred from the payments due to the Contractor
under Clause 19.7 for the performance of its Maintenance obligations.

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.

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 57 of 187
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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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.

15.4 Reports of unusual occurrence

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

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

(b) damaged or dislodged fixed equipment;

(c) flooding of Project Highway; and

(d) any other unusual occurrence.

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 59 of 187
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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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.

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 60 of 187
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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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
wear and tear in the Project Highway or any Section thereof, till the expiry of a period
of 5 (five) 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

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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 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, the Contractor 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.

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 62 of 187
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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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 Authority’s Engineer should be appointed within 30 days from the date of this
Agreement or before declaration of Appointed Date. 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 the

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
Authority and the Contractor. Provided, however, that the Authority’s Engineer shall
be responsible and liable for all actions and omissions of such personnel.

18.3.2 Any failure of the Authority’s Engineer to disapprove any work, Plant or Materials
shall not constitute approval, and shall therefore not prejudice the right of the
Authority to reject the work, Plant or Materials, which is not in accordance with the
provisions of this Agreement and the Specifications and Standards.

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 any
Defect. 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.

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
18.6 Remuneration of the Authority’s Engineer

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

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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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.

Part IV
Financial Covenants

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 66 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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 in this 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
$
Bank Rate shall be as declared by Reserve Bank of India (RBI).

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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
should be procured in the name of Contractor and is verified by Authority’s Engineer
to have been brought to site.

The Advance Payment for mobilization expenses and for acquisition of key new
construction equipment would be deemed as interest bearing advance at 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 instalment of the Advance
Payment at any time after the Appointed Date, along with an irrevocable and
unconditional guarantee from a Bank for an amount equivalent to 110% (one hundred
and ten per cent) of such instalment, substantially in the form provided at Annex-III
of Schedule-G, to remain effective till the complete and full repayment thereof.

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 instalment of the Advance Payment along with an
irrevocable and unconditional guarantee from a Bank for an amount equivalent to
110% (one hundred and ten per cent) of such instalment, substantially in the form
provided at Annex-III of Schedule-G, to remain effective till the complete and full
repayment thereof.
19.2.5 The Advance Payment shall be paid by the Authority to the Contractor within 15
(fifteen) days of the receipt of its respective requests in accordance with the
provisions of this Clause 19.2.

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 until such time as the advance payment has been repaid;
provided that the advance payment shall be completely repaid prior to the time
when 80% (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

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
Contractor Default, the Advance Payment shall be deemed to carry interest at the rate
of 10% (ten 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 instalment of the
Advance Payment, regardless of whether the instalment 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 crore to Rs. 80 crore
owing to Change of Scope or withdrawal of work, the reduction in payment shall be
restricted to relevant payments for Major Bridges only and the payment due in respect
of all other stage payments under the item Major Bridges shall not be affected in any
manner. The Parties further agree that the adjustments arising out of the aforesaid
modifications shall be carried out in a manner that the impact of such modifications is
restricted to the said Change of Scope or withdrawal, as the case may be, and does not
alter the payments due for and in respect of items or stage payments which do not
form part of such Change of Scope or withdrawal.

19.4 Stage Payment Statement for Works

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

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

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 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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 19.4, the Authority’s Engineer shall determine and shall deliver to the
Authority and the Contractor an IPC certifying the amount due and payable to the
Contractor, after adjusting the payments already released to the Contractor against the
said statement. For the avoidance of doubt, the Parties agree that the IPC shall specify
all the amounts that have been deducted from the Stage Payment Statement and the
reasons therefor.

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.

19.6.2 The monthly lump sum amount payable for Maintenance shall be 1/12th (one-twelfth)
of the annual cost of Maintenance as specified in Clause 14.1.1.

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

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 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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. 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 to the 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

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 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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.

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 + PF x

(FI –FO)/FO + PB x (BI – BO)/BO + PM x (MI – MO)/MO + PC x (CI
– CO)/CO+ PS x (SI – SO)/SO]

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 72 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
(ii) VBR = 0.85 BR x [PL x (LI – LO)/LO + PA x (AI – AO)/AO + PF x
(FI –FO)/FO + PM x (MI – MO)/MO+ PC x (CI – CO)/CO + PS x (SI
– SO)/SO ]

Where

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

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

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

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

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

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

Industry, Government of India (hereinafter called “WPI”) for 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 at Haldia on the Base
Date.

BI = The official retail price of bitumen at nearest refinery at Haldia, 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 West Bengal on the
Base Date.

FI = The official retail price of HSD at the existing consumer pumps of IOC in the
State of West Bengal on the first day of the month three months prior to the

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 73 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
month to which the IPC relates.

LO = The consumer price index for industrial workers for the circle/ district Birbhum
in the State of West Bengal, published by Labour Bureau, Ministry of Labour,
Government of India, (hereinafter called “CPI”) for the month of the Base
Date.

LI = The CPI for the month three months prior to the month to which the IPC
relates.
MO = The WPI for all commodities for the month of the Base Date.
MI = The WPI for all commodities for the month three months prior to the month to
which the IPC relates.
SO = The WPI for steel (re-bars) for the month of the Base Date.

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

(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.

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 74 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
19.11 Restrictions on price adjustment

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

19.12. Price adjustment for Maintenance of Project Highway

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

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 non compliance 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 consideration for determining the price adjustment.

19.13 Final Payment Statement

19.13.1 Within 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

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 75 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
(ii) a Final Payment Certificate in accordance with Clause 19.15 if there are no
disputed items.

19.13.2 If the Authority’s Engineer does not prescribe the form referred to in Clause 19.13.1
within 15 (fifteen) of the date of issue of the Completion Certificate, the Contractor
shall submit the statement in such form as it deems fit.

19.14 Discharge

Upon submission of the Final Payment Statement for Works under Clause 19.13, the
Contractor shall give to the Authority, with a copy to the Authority’s Engineer, a
written discharge confirming that the total of the Final Payment Statement represents
full and final settlement of all monies due to the Contractor in respect of this
Agreement for all the Works arising out of this Agreement, except for any monies due
to either Party on account of any Defect. Provided that such discharge shall become
effective only after the payment due has been made in accordance with the Final
Payment Certificate issued pursuant to Clause 19.15.

19.15 Final Payment Certificate

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

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
Certificate.

19.16 Final payment statement for Maintenance

19.16.1 Within 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 Clause 19.16.1,

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 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
segregating the items of amount payable from the items of amount disallowed. The
Authority shall make payment on the basis of the final payment authorised by the
Authority’s Engineer within a period of 30 (thirty) days of the receipt of the Final
Payment Statement from the Authority’s Engineer.

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

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

19.17.2 If as a result of Change in Law, the Contractor benefits from any reduction in costs
for the execution of this Agreement or in accordance with the provisions of this
Agreement, either Party shall, within 15 (fifteen) days from the date it becomes
reasonably aware of such reduction in cost, notify the other Party with a copy to the
Authority’s Engineer of such reduction in cost due to Change in Law.

19.17.3 The Authority’s Engineer shall, within 15 (fifteen) days from the date of receipt of
the notice from the Contractor or the Authority, determine any addition or reduction
to the Contract Price, as the case may be, due to the Change in Law.

19.18 Correction of Interim Payment Certificates

The Authority’s Engineer may by an Interim Payment Certificate make any correction
or modification in any previous Interim Payment Certificate issued by the Authority’s
Engineer.

19.19 Authority’s claims

If the Authority considers itself to be entitled to any payment from the Contractor
under any Clause of this Agreement, it shall give notice and particulars to the
Contractor 20 (twenty) days before making the recovery from any amount due to the
Contractor, and shall take into consideration the representation, if any, made by the
Contractor in this behalf, before making such recovery.

19.20 Bonus for early completion

In the event that the Project Completion Date occurs prior to the Scheduled
Completion Date, the Contractor shall be entitled to receive a payment of bonus
equivalent to 0.03% (zero point zero three per cent) of the Contract Price for each day
by which the Project Completion Date precedes the Scheduled Completion Date, but
subject to a maximum of 5% (five per cent) of the Contract Price. Provided, however,
that the payment of bonus, if any, shall be made only after the issue of the Completion
Certificate. For the avoidance of the doubt, the Parties agree that for the purpose of
determining the bonus payable hereunder, the Contract Price shall always be deemed

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 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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.

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 78 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
and 20.1.4, the Contractor shall maintain or effect such third party insurances as may
be required under the Applicable Laws.

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/or
consultants to cover the risk of professional negligence in the design of Works. The
professional liability coverage shall be for a sum of not less than [3% (three per cent)]
of the Contract Price and shall be maintained until the end of the Defects Liability
Period.

20.2 Notice to the Authority

` No later than 15 (fifteen) days after the date of this Agreement, the Contractor shall
by notice furnish to the Authority, in reasonable detail, information in respect of the
insurances that it proposes to effect and maintain in accordance with this Article 20.
Within 15 (fifteen) days of receipt of such notice, the Authority may require the
Contractor to effect and maintain such other insurances as may be necessary pursuant
hereto, and in the event of any difference or disagreement relating to any such
insurance, the Dispute Resolution Procedure shall apply.

20.3 Evidence of Insurance Cover

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 premia.

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

20.4 Remedy for failure to insure

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

20.5 Waiver of subrogation

All insurance policies in respect of the insurance obtained by the Contractor pursuant
to this Article 20 shall include a waiver of any and all rights of subrogation or
recovery of the insurers thereunder against, inter alia, the Authority, and its assigns,
successors, undertakings and their subsidiaries, Affiliates, employees, insurers and

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
underwriters, and of any right of the insurers to any set-off or counterclaim or any
other deduction, whether by attachment or otherwise, in respect of any liability of any
such person insured under any such policy or in any way connected with any loss,
liability or obligation covered by such policies of insurance.

20.6 Contractor’s waiver

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

20.7 Cross liabilities

Any such insurance maintained or effected in pursuance of this Article 20 shall

include a cross liability clause such that the insurance shall apply to the Contractor
and to the Authority as separately insured.

20.8 Accident or injury to workmen

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

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

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
20.10 Application of insurance proceeds

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

20.11 Compliance with policy conditions

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

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.

Part V
Force Majeure and Termination

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
ARTICLE 21
FORCE MAJEURE

21.1 Force Majeure

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

21.2 Non-Political Event

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

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

earthquake, landslide, cyclone, flood, volcanic eruption, chemical or
radioactive contamination or ionising radiation, fire or explosion (to the extent
of contamination or radiation or fire or explosion originating from a source
external to the Site);

(b) strikes or boycotts (other than those involving the Contractor, Sub-contractors
or their respective employees/representatives, or attributable to any act or
omission of any of them) interrupting supplies and services to the Project
Highway for a continuous period of 24 (twenty-four) hours and an aggregate
period exceeding 10 (ten) days in an Accounting Year, and not being an
Indirect Political Event set forth in Clause 21.3;

(c) any failure or delay of a Sub-contractor but only to the extent caused by
another Non-Political Event;

(d) any judgement or order of any court of competent jurisdiction or statutory

authority made against the Contractor in any proceedings for reasons other
than (i) failure of the Contractor to comply with any Applicable Law or
Applicable Permit, or (ii) on account of breach of any Applicable Law or
Applicable Permit or of any contract, or (iii) enforcement of this Agreement,
or (iv) exercise of any of its rights under this Agreement by the Authority;

(e) the discovery of geological conditions, toxic contamination or archaeological

remains on the Site that could not reasonably have been expected to be
discovered through a site inspection; or
(f) any event or circumstances of a nature analogous to any of the foregoing.

21.3 Indirect Political Event

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

(a) an act of war (whether declared or undeclared), invasion, armed conflict or act

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
of foreign enemy, blockade, embargo, riot, insurrection, terrorist or military
action, civil commotion or politically motivated sabotage;

(b) industry-wide or State-wide strikes or industrial action for a continuous period

of 24 (twenty-four) hours and exceeding an aggregate period of 10 (ten) days
in an Accounting Year;

(c) any civil commotion, boycott or political agitation which prevents

construction of the Project Highway by the Contractor for an aggregate period
exceeding 10 (ten) days in an Accounting Year;

(d) any failure or delay of a Sub-contractor to the extent caused by any Indirect
Political Event;

(e) any Indirect Political Event that causes a Non-Political Event; or

(f) any event or circumstances of a nature analogous to any of the foregoing.

21.4 Political Event

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

(a) Change in Law, only if consequences thereof cannot be dealt with under and
in accordance with the provisions of Clause 19.17;

(b) compulsory acquisition in national interest or expropriation of any Project

Assets or rights of the Contractor or of the Sub-Contractors;

(c) unlawful or unauthorised or without jurisdiction revocation of, or refusal to

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

(d) any failure or delay of a Sub-contractor but only to the extent caused by
another Political Event; or

(e) any event or circumstances of a nature analogous to any of the foregoing.

21.5 Duty to report Force Majeure Event

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;

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
(b) the estimated duration and the effect or probable effect which such Force
Majeure Event is having or will have on the Affected Party’s performance of
its obligations under this Agreement;

(c) the measures which the Affected Party is taking or proposes to take for
alleviating the impact of such Force Majeure Event; and

(d) any other information relevant to the Affected Party’s claim.

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 for
the Force Majeure events; and

(c) upon occurrence of a Political Event, all Force Majeure costs attributable to
such Political Event shall be reimbursed by the Authority to the Contractor.

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

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
Project Completion Schedule for and in respect of the affected Works shall be
extended on a day for day basis for such period as performance of the Contractor’s
obligations is affected on account of the Force Majeure Event or its subsisting effects.

21.7 Termination Notice for Force Majeure Event

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 grant 15 (fifteen) days time
to make a representation, and may after the expiry of such 15 (fifteen) days period,
whether or not it is in receipt of such representation, in its sole discretion issue the
Termination Notice.

21.8 Termination Payment for Force Majeure Event

21.8.1 In the event of this Agreement being terminated on account of a Non-Political Event,
the Termination Payment shall be an amount equal to the sum payable under Clause
23.5.
Provided that in the event Termination occurs during the Maintenance Period, the
Authority’s Engineer shall only determine the value of Works associated with
Maintenance.

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.

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
21.10 Excuse from performance of obligations

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

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

duration than is reasonably required by the Force Majeure Event;

(b) the Affected Party shall make all reasonable efforts to mitigate or limit
damage to the other Party arising out of or as a result of the existence or
occurrence of such Force Majeure Event and to cure the same with due
diligence; and

(c) when the Affected Party is able to resume performance of its obligations under
this Agreement, it shall give to the other Party notice to that effect and shall
promptly resume performance of its obligations hereunder.

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
ARTICLE 22
SUSPENSION OF CONTRACTOR’S RIGHTS

22.1 Suspension upon Contractor Default

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

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

22.2 Authority to act on behalf of Contractor

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

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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 defaults
specified below shall have occurred, and the Contractor fails to cure the default within
the Cure Period set forth below, or where no Cure Period is specified, then within a
Cure Period of 60 (sixty) days, the Contractor shall be deemed to be in default of this
Agreement (the “Contractor Default”), unless the default has occurred solely as a
result of any breach of this Agreement by the Authority or due to Force Majeure. The
defaults referred to herein shall include:

(a) the Contractor fails to provide, extend or replenish, as the case may be, the
Performance Security in accordance with this Agreement;

(b) 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 Project Milestone due in
accordance with the provisions of Schedule-J, subject to any Time Extension,
and continues to be in default for 45 (forty five) days;

(d) the Contractor abandons or manifests intention to abandon the construction or

Maintenance of the Project Highway without the prior written consent of the
Authority;

(e) the Contractor fails to proceed with the Works in accordance with the
provisions of Clause 10.1 or stops Works and/or the Maintenance for 30
(thirty) days without reflecting the same in the current programme and such
stoppage has not been authorised by the Authority’s Engineer;

(f) the Project Completion Date does not occur within the period specified in
Schedule-J for the Scheduled Completion Date, or any extension thereof;

(g) failure to complete the Punch List items within the periods stipulated therefor
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 this Agreement;

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 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
(k) an execution levied on any of the assets of the Contractor has caused a
Material Adverse Effect ;

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

appointed for the Contractor or for the whole or material part of its assets that
has a material bearing on the Project;

(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 any petition 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 fulfil 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

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
by a notice inform the Contractor of its intention to issue such Termination Notice
and grant 15 (fifteen) days to the Contractor to make a representation, and may after
the expiry of such 15 (fifteen) days, whether or not it is in receipt of such
representation, issue the Termination Notice.

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 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 and payable to
the Contractor within the period specified in this Agreement;

(c) the Authority has failed to provide, within a period of 180 (one hundred and
eighty) days from the Appointed Date, the environmental clearances required
for construction of the Project Highway;

(d) the Authority 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 Payment Certificate
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 such representation, issue the
Termination Notice.

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

does not issue the Termination Notice on such 15th 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.

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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,
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:

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
(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 Clause 7.1.1, 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
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

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
Termination of this Agreement and that it shall not have any further right or claim
under any law, treaty, convention, contract or otherwise.

23.7 Other rights and obligations of the Parties

Upon Termination for any reason whatsoever

(a) property and ownership in all Materials, Plant and Works and the Project
Highway shall, as between the Contractor and the Authority, vest in the
Authority in whole; provided that the foregoing shall be without prejudice to
Clause 23.6

(b) risk of loss or damage to any Materials, Plant or Works and the care and
custody thereof shall pass from the Contractor to the Authority; and

(c) the Authority shall be entitled to restrain the Contractor and any person
claiming through or under the Agreement from entering upon the Site or any
part of the Project 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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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.

Part VI
Other Provisions

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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 Sub-contractors in
performing the Contractor’s obligations or in any way incorporated in or related to the
Project. If in any such suit, action, claim or proceedings, a temporary restraint order
or preliminary injunction is granted, the Contractor shall make every reasonable
effort, by giving a satisfactory bond or otherwise, to secure the revocation or
suspension of the injunction or restraint order. If, in any such suit, action, claim or
proceedings, the Project Highway, or any part thereof or comprised therein, is held to
constitute an infringement and its use is permanently enjoined, the Contractor shall
promptly make every reasonable effort to secure for the Authority a licence, at no cost
to the Authority, authorising continued use of the infringing work. If the Contractor is
unable to secure such licence within a reasonable time, the Contractor shall, at its own

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
expense, and without impairing the Specifications and Standards, either replace the
affected work, or part, or process thereof with non-infringing work or part or process,
or modify the same so that it becomes non-infringing.

25.3 Notice and contest of claims

In the event that either Party receives a claim or demand from a third party in respect
of which it is entitled to the benefit of an indemnity under this Article 25 (the
“Indemnified Party”) it shall notify the other Party (the “Indemnifying Party”)
within 15 (fifteen) days of receipt of the claim or demand and shall not settle or pay
the claim without the prior approval of the Indemnifying Party, which approval shall
not be unreasonably withheld or delayed. 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

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
conflict of interest between the Indemnifying Party and the Indemnified Party
in the conduct of the defence of such action; or

(c) the Indemnifying Party shall not, in fact, have employed independent counsel
reasonably satisfactory to the Indemnified Party, to assume the defence of
such action and shall have been so notified by the Indemnified Party; or

(d) the Indemnified Party shall have reasonably concluded and specifically
notified the Indemnifying Party either:

(i) that there may be specific defences available to it which are different
from or additional to those available to the Indemnifying Party; or
(ii) that such claim, action, suit or proceeding involves or could have a
material adverse effect upon it beyond the scope of this Agreement:
Provided that if Sub-clauses (b), (c) or (d) of this Clause 25.4.3 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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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.

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 in
respect of this Agreement promptly, equitably and in good faith, and further agree to
provide each other with reasonable access during normal business hours to all non-
privileged records, information and data pertaining to any Dispute.

26.2 Conciliation

In the event of any Dispute between the Parties, either Party may call upon the
Authority’s Engineer, or such other person as the Parties may mutually agree upon
(the “Conciliator”) to mediate and assist the Parties in arriving at an amicable
settlement thereof. Failing mediation by the Conciliator or without the intervention of
the Conciliator, either Party may require such Dispute to be referred to the 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 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

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
Contractor and/or the Authority, as the case may be, and their respective assets
wherever situated.

26.3.5 This Agreement and the rights and obligations of the Parties shall remain in full force
and effect, pending the Award in any arbitration proceedings hereunder.

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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 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
ARTICLE 27
MISCELLANEOUS

27.1 Governing law and jurisdiction

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

27.2 Waiver of immunity

Each Party unconditionally and irrevocably:

(a) agrees that the execution, delivery and performance by it of this Agreement
constitute commercial acts done and performed for commercial purpose;

(b) agrees that, should any proceedings be brought against it or its assets, property
or revenues in any jurisdiction in relation to this Agreement or any transaction
contemplated by this Agreement, no immunity (whether by reason of
sovereignty or otherwise) from such proceedings shall be claimed by or on
behalf of the Party with respect to its assets;

(c) waives any right of immunity which it or its assets, property or revenues now
has, may acquire in the future or which may be attributed to it in any
jurisdiction; and

(d) consents generally in respect of the enforcement of any judgement or award

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

27.3 Delayed payments

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

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
(a) shall not operate or be construed as a waiver of any other or subsequent
default hereof or of other provisions of or obligations under this Agreement;

(b) shall not be effective unless it is in writing and executed by a duly authorised
representative of the Party; and

(c) shall not affect the validity or enforceability of this Agreement in any manner.

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

(b) the Authority shall not be liable to the Contractor by reason of any review,
comment, approval, observation or inspection referred to in Sub-clause (a)
above.

27.6 Exclusion of implied warranties etc.

This Agreement expressly excludes any warranty, condition or other undertaking

implied at law or by custom or otherwise arising out of any other agreement between
the Parties or any representation by either Party not contained in a binding legal
agreement executed by both Parties.

27.7 Survival

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.

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
27.8 Entire Agreement

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

27.9 Severability

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

27.10 No partnership

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

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

27.11 Third parties

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

27.12 Successors and assigns

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

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

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

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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 [Burdwan/ Kolkata] may, if
they are subsequently confirmed by sending a copy thereof by registered
acknowledgement due, air mail or by courier, be sent by facsimile or e-mail to
the person as the Contractor may from time to time designate by notice to the
Authority;
[***]
(b) in the case of the Authority, be given by facsimile or e-mail and by letter
delivered by hand and be addressed to the [Chief Engineer/ West Zone,
PW(Roads)D] 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 [Burdwan/ Kolkata] it may send such notice by facsimile or
e-mail and by registered acknowledgement due, air mail or by courier; and

(c) any notice or communication by a Party to the other Party, given in

accordance herewith, shall be deemed to have been delivered when in the
normal course of post it ought to have been delivered and in all other cases, it
shall be deemed to have been delivered on the actual date and time of
delivery; provided that in the case of facsimile or e-mail, it shall be deemed to
have been delivered on the working day following the date of its delivery.

27.14 Language

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

27.15 Counterparts

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

27.16 Confidentiality

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

27.17 Copyright and Intellectual Property rights

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:

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
(a) apply throughout the actual or intended working life (whichever is longer) of
the relevant parts of the Works,
(b) entitle any person in proper possession of the relevant part of the Works to
copy, use and communicate the Contractor's Documents for the purposes of
completing, operating, maintaining, altering, adjusting, repairing and
demolishing the Works, and
(c) in the case of Contractor's Documents which are in the form of computer
programs and other software, permit their use on any computer on the Site and
other places as envisaged by this Agreement, including replacements of any
computers supplied by the Contractor:

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.

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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 thereunder, and
judgements, decrees, injunctions, writs and orders of any court of record, applicable
to this Agreement and the exercise, performance and discharge of the respective rights
and obligations of the Parties hereunder, as may be in force and effect during the
subsistence of this Agreement;

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

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

“Appointed Date” means that date which is later of the 30th 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 working front 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

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 109 of 187
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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
hereinabove as set forth in the Recitals;

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

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

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

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

“Bank” means a bank incorporated in India and having a minimum net worth of Rs.
1,00 crore (Rupees one hundred 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
judgement of a court of record which has become final, conclusive and
binding, as compared to such interpretation or application by a court of
record prior to the Base Date; 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;

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
“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;

“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;

“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;
$
This definition may be omitted if the Contractor is not a Consortium.

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
“Drawings” means all of the drawings, calculations and documents pertaining to the
Project Highway as set forth in Schedule-I, and shall include ‘as built’ drawings of the
Project Highway;

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

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

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

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

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

as mortgage, charge, pledge, lien, hypothecation, security interest, assignment,
privilege or priority of any kind having the effect of security or other such obligations,
and shall include any designation of loss payees or beneficiaries or any similar
arrangement under any insurance policy pertaining to the Project Highway, where
applicable herein but excluding utilities referred to in Clause 9.1;

“EPC” means engineering, procurement and construction;

“Final Payment Certificate” shall have the meaning set forth in Clause 19.15.1;

“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” means the Government of India & “Government” means Government of

West Bengal or Government of India as the case may be;

“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

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
to Article 25;

“Indemnifying Party” means the Party obligated to indemnify the other Party
pursuant to Article 25;

“Indirect Political Event” shall have the meaning set forth in Clause 21.3;

“Insurance Cover” means the aggregate of the maximum sums insured under the
insurances taken out by the Contractor pursuant to Article 20, and includes all
insurances required to be taken out by the Contractor under Clauses 20.1 and 20.9 but
not actually taken, and when used in the context of any act or event, it shall mean the
aggregate of the maximum sums insured and payable or deemed to be insured and
payable in relation to such act or event;

“Intellectual Property” means all patents, trademarks, service marks, logos, get-up,
trade names, internet domain names, rights in designs, blue prints, programmes and
manuals, drawings, copyright (including rights in computer software), database rights,
semi-conductor, topography rights, utility models, rights in know-how and other
intellectual property rights, in each case whether registered or unregistered and
including applications for registration, and all rights or forms of protection having
equivalent or similar effect anywhere in the world;

“Interim Payment Certificate” or “IPC” means the interim payment certificate

issued by the Authority’s Engineer for payment to the Contractor in respect of
Contractor’s claims for payment raised in accordance with the provisions of this
Agreement;

{“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;}$

“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
$ This definition may be omitted if the Contractor is not a Consortium.

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For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
between the inner faces of the dirt walls as specified in IRC: 5-1998;

“Manual” shall mean the Manual of Standards and Specifications for Two Laning of
Highways (IRC: SP: 73-2007);

“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;

“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 centres, 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;

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 114 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
“Project Facilities” means all the amenities and facilities situated on the Site, as
described in Schedule-C;

“Project Highway” means the Site comprising the proposed ‘AJAY BRIDGE’
connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of Birbhum) and
Shibpur at Ch. 17.84 km of Muchipara-Shibpur road (district of Paschim Burdwan),
West Bengal 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;

“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;

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

“Section” means a part of the Project Highway;

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

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

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

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 115 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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 GST, local taxes, cess and any impost or
surcharge of like nature (whether Central, State or local) on the goods, Materials,
equipment and services incorporated in and forming part of the Project Highway
charged, levied or imposed by any Government Instrumentality, but excluding any
interest, penalties and other sums in relation thereto imposed on any account
whatsoever. For the avoidance of doubt, Taxes shall not include taxes on corporate
income;

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

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

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

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

“Terms of Reference” or “TOR” shall have the meaning set forth in Clause 18.2.1;

“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.

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 116 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
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

Governor of West Bengal by: THE CONTRACTOR by:

(Signature) (Signature)

(Name) (Name)

(Designation) (Designation)

In the presence of: 1.

2.

{COUNTERSIGNED and accepted by:

Name and particulars of other members of the Consortium}

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 117 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.

Schedules

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 118 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
SCHEDULE - A

(See Clauses 2.1 and 8.1)

SITE OF THE PROJECT

1 The Site

1.1 Site of the ‘Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84
km of Muchipara-Shibpur road (district of Paschim Burdwan) connecting Jaydev-
Kenduli-Khagra road at Ch. 1.05 km (district of Birbhum) under Asansol Highway
Division, Public Works (Roads) Directorate,, West Bengal’, Project Highway shall
include the land, buildings, structures and road works as described in Annex-I of this
Schedule-A.

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

1.3 An inventory of the Site including the land, buildings, structures, road works, trees
and any other immovable property on, or attached to, the Site shall be prepared jointly
by the Authority Representative and the Contractor, and such inventory shall form
part of the memorandum referred to in Clause 8.2.1 of this Agreement.

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

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

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 119 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
Annex - I
(Schedule-A)

Site

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

1. Site

The Site of the ‘Proposed Bridge over river Ajay, Construction, near Shibpur at Ch.
17.84 km of Muchipara-Shibpur road (district of Paschim Burdwan) connecting
Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of Birbhum) under Asansol
Highway Division, Public Works (Roads) Directorate,, West Bengal’. The land,
carriageway and structures comprises the Site are described below.

2. Land

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

Sl. Existing Chainage (Km) Length

ROW (m) Remarks
From To (Km)
1 0.000 0.410 0.410 16—25 In Acquisition process
2 0.410 1.168 0.758 River In Govt. Possession
3 1.168 2.713 1.545 25--16 In Acquisition process

3. Carriageway

This being a new alignment so present carriageway of the Project Highway within the
project limits is not applicable.

4. Major Bridges
The Site includes the following Major Bridges:
S.No Chainage Type of Structure No. of Spans Width
(km) Foundation Sub-structure Superstructure with span length (m)
(m)
NIL
(No Existing Bridge)

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

The Site includes the following ROB (road over railway line)/RUB (road under
railway line):
S.No. Chainage Type of Structure No. of Width ROB/ RUB
Spans with

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 120 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
(km) Foundation Superstructure span length (m)
(m)
NIL

6 Grade separators
The Site includes the following grade separators:
S.No. Chainage Type of Structure No. of Spans with Width (m)
(km) span length (m)
Foundation Superstructure

NIL

7 Minor bridges
The Site includes the following minor bridges:
S.No. Chainage Type of Structure No. of Spans Width
(km) with span (m)
Sub- length (m)
Foundation Superstructure
structure
NIL

8 Railway level crossings

The Site includes the following railway level crossings:
S. No. Location (km) Remarks

NIL

9 Underpasses (vehicular, non vehicular)

The Site includes the following underpasses:

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

(km) span length (m)

NIL

10 Culverts
The Site has the following culverts:
S. No. Chainage Type of Culvert Span /Opening with Width (m)
(km) span length (m)

NIL

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

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 121 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
S. No. Chainage (km) Length (m) Left Hand Right Hand Side
Side

NIL

12 Truck Lay byes

The details of truck lay byes are as follows:
S. No. Chainage (km) Length (m) Left Hand Right Hand
Side Side
NIL

13 Road side drains

The details of the roadside drains are as follows:
S. No. Location Type

From km to km Masonry / cc Earthen

(Pucca) (Kutcha)

NIL

14 Major junctions
The details of major junctions are as follows:
S. Location At Separated Category of Cross Road
No. grade

From km to km NH SH MDR Others

NIL

(NH: National Highway, SH: State Highway, MDR: Major District Road)

15 Minor junctions

The details of the minor junctions are as follows:

S. No. Location Type

From km To km T -junction Cross road

NIL

16 Bypasses

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

NIL

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 122 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
17 Other structures

Existing Chainage Structure Openings / Spans X

S. No Width (m)
(km) Type Length

NIL

18. Design Chainages corresponding to Existing Chainage

The relationship between the “Existing Chainage” and the “Design Chainage” as per
field surveys is given below

Existing Chainage Design Chainage

S. No. Remark
(Km) (Km)

Jaydev-Kenduli-
1 Khagra road 0.000 Km Start of The Bridge Project
at Ch. 1.05 km

17.84 km of
2 Muchipara 2.713Km End of The Bridge Project
Shibpur Road

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 123 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
Annex - II
(Schedule-A)

Dates for providing Right of Way

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

Design Chainage
(Km) Design Length Dates of Providing
S. No. Width (m)
(Km) ROW
From To

1 2a 2b 3 4 5

i) Full Right of Way (Full Width)

As Required (Full
1 0.410Km 1.168Km 0.758 On Appointed date
Width)

2a. 0.00Km 0.410Km 0.410 16—25

As Per Agreement
2b. 1.168Km 2.713Km 1.545 25—16

NOTE: Land Acquisition/ Purchase of required balance land is under process.

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 124 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
Annex - III
(Schedule-A)

Alignment Plans

The proposed alignment of the Bridge Project is presented in the enclosed drawings.

List of drawings enclosed: -

1. Location Map
2. Plan & Profile of the project (Refer Drawing No.BIR/06/TS/1/1/09/17)
3. Typical Cross Sections (Road: Attached & Bridge: GAD: 2017-BIR
(A/70R)18B/2-2013-WHDD-I)
4. GAD for Bridge Project (CE’s Drawing No- 2017-BIR (A/70R)18B/2-2013-
WHDD-I)

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 125 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.

Annex - IV
(Schedule-A)

Environment Clearances

The extent of the project corridor for the instant Bridge does not require Environmental
Clearance as per the Standard norms of the Ministry of Environment and Forest (MoEF),
Government of India.
_

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 126 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
SCHEDULE - B

For
Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of
Muchipara-Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-
Khagra road at Ch. 1.05 km (district of Birbhum) under Asansol Highway Division,
Public Works (Roads) Directorate,, West Bengal
(See Clause 2.1)

Development of the Project Highway and Bridge

1. Development of the Bridge Project

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

2. Rehabilitation and Augmentation

Rehabilitation and augmentation shall include construction of new road embankment in
approaches of the Bridge Project, including retaining structures, construction of Bridge
Project, Viaduct Structures, CD Structures and miscellaneous protective works as described
in Annex-I of this Schedule-B and in Schedule-C.

3. Specifications and Standards

The proposed Bridge Project shall be designed and constructed in conformity with the
Specifications and Standards specified in Schedule-D.

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 127 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
Annex - I

(Schedule-B)

Description of the Project

1. BRIDGE PROJECT AT THE PROPOSED LOCATION

1. Name of the Work

Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of
Muchipara-Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-
Khagra road at Ch. 1.05 km (district of Birbhum) under Asansol Highway Division,
Public Works (Roads) Directorate,, West Bengal.
2. Index map showing the area and the proposed road or bridge or improvement works
Index map annexed with this report.
3. Category of the road proposed to be improved whether the State Highway or
major district road or otherwise.
NOT APPLICABLE (It is a bridge project on new alignment).
4. Scope of the work including the specification to be adopted in brief.

The proposed bridge on river Ajoy connecting Jaydev-Kenduli-Khagra road ( in Birbhum

district) to Muchipara-Shibpur road (in Paschim Burdwan district).
At present a 2-Lane bridge (11m carriageway) has been proposed considering infrastructural
development in West Bengal.

The total project comprises of following components

[A] Bridge Proper: -

The details of bridge proper are: Construction of Bridge Proper not less than 587.60m
comprising of Prestressed Concrete T-Beam & Slab Type Superstructure on Pile Foundation.
Bidder may propose alternative structural arrange with detail engineering as per standard
norms of IRC/ MORTH specification. Total structural length including via-duct is 1056.4m.

Chainage(m)
Length Proposal
From to

0.000 318.925 318.925m Approach on Kenduli side including Intersection

318.925 1375.325 1056.400m Both side Viaduct & Bridge proper

1375.325 2713.00 1337.675m Approach on Shibpur side including Intersection

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 128 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
The salient features of it as under:-

Length Bridge Proper Length 587.6m.

Total length including Via-Duct 1056.4m (Abutment face to face).

Span Scheme For Bridge Proper: 45.20m x 13nos.= 587.6m.

For Via-duct: 45.20mx2nos.+12.0mx9nos.= 198.4m (Kenduli)
45.20mx2nos.+12.0mx15nos.= 270.4m.(Shibpur)
Type of Structure For Bridge Proper: Prestressed Concrete T-Beam & Slab Type
Superstructure over Pile Foundation.
For Via-duct: Prestressed Concrete T-Beam & Slab Type
Superstructure over Pile Foundation (part) AND 12m: 3-Span
continuous solid slab type Superstructure (part)
Carriage way 11.0m
Footpath & Railing 2 X 2.0m (including Railing with standard dimension)
Crash Barrier RCC Crash Barrier
Overall deck width 16.0 m
Sub-structure RCC wall type Pier /Abutment.

Foundation RCC Pile Foundation with Pile cap.

[B] Approach Road:- Approach road having 2-lane with paved shoulder (total 10m
paved width) and 2m earthen shoulder facility on either side has been considered. The
total length of both side approach road including retaining wall is 1656.6m length
including curve lengths to meet the existing roads on either side.
[C] Service Road:- Not Required.

Salient features of Proposed Scheme

The salient features of the proposed scheme are presented below:

Bridge Project proper:

For Bridge Proper: 45.20m x 13nos.= 587.6m. as per GAD. Prestressed

Concrete T-Beam & Slab Type Superstructure over Pile Foundation as per
GAD.

For Via-duct: 45.20mx2nos. + 12.0mx15nos. = 270.4m (Shibpur end) &

45.20mx2nos. + 12.0mx9nos. = 198.4m.(Kenduli end). Prestressed Concrete
T-Beam & Slab Type Superstructure over Pile Foundation (part) AND 12m:
3-Span continuous solid slab type Superstructure (part) as per GAD.

Bridge Carriageway configuration: 2 lane having 11.0m carriageway width,

0.50m Crash barrier and 2.0m wide footpath on each side including railing,
total width of bridge deck is 16.0m as per drawing.

Bearings: As per IRC Specifications shall be fixed end-pot bearing and free
end-pot cum PTFE bearing.

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 129 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
Wearing Coat: Shall consists of 25mm thick Mastic Asphalt over 50mm thick
Bituminous Macadam.
Others: RCC crash barrier on outer side of paved shoulder/carriageway, RCC railing
on outer side of footpath, drainage spout, road marking, footpath finishes,
illumination etc. shall be provided in lengths as provided in Schedule-C & attached
Drawings.

Salient Features to be strictly adhered to during detail design of Bridge Project Proper
& Approach Road on either side:

(1) Plan and profile must be as per GAD and Alignment Plan Drawing enclosed in
the tender and should remain unaltered during detail/alternative design
developed by EPC contractor for Bridge Project Proper. (Refer CE’s Drawing
No- 2017-BIR (A/70R) 18B/2-2013-WHDD-I and Plan/ Alignment Drawing No.:-
BIR/06/TS/1/1/09/17).
(2) Design should conform to the latest codal provisions of IRC and MORTH
specifications. In case, where no such Recommendation/Specifications of
IRC/MORTH are available, well accepted International guidelines/Practices may be
adopted.
(3) The proposed bridge will be designed as per loading condition mentioned in the GAD
which also includes IRC CLASS SPECIAL VEHICLE (SV) LOADING.
(4) Carriageway configuration: - As per GAD/IRC: SP: 73 - 2015.
(5) Hydraulic Parameters :-
Linear water way: - Minimum linear waterway will be as per GAD.
(6) Diversion Road: - Construction and maintenance of the diversion road required for
construction of the project are to be considered in the project proposal.
Necessary constructions of boundary wall/Retaining wall if required are to be
considered in this project proposal incidental to the project.
(7) Approach Road: - The entire approach road will have to be accommodated within
the existing/ proposed ROW line by providing suitable earth retaining structure.
(8) Junction: - As per IRC recommendations/MORTH specifications.
(9) Road Furniture: - As per IRC recommendations/MORTH specifications.
(10) Road Safety: - As per IRC recommendations/MORTH specifications.
(11) Tree Plantation: - Necessary plantations are to be done as per existing norms.
(12) Illumination:- As per IRC recommendations/MORTH specifications.
(13) Protective work:- Damaged portion during execution, if any, of the existing
guide bundh and protective work are to be mended good. Moreover during
construction of the proposed pier and abutment, existing guide bundh and Protective
work, if damaged, the same should be restored accordingly.

1.1 THE PROJECT HIGHWAY & THE MAIN BRIDGE

1.1.1 The new Bridge Project including Bridge Approaches alignment shall follow the
proposed alignment unless otherwise specified by the Authority and shown in the
alignment plans specified in Annex III of Schedule-A..

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 130 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
1.2 WIDTH OF CARRIAGEWAY
1.2.1 Two-Lanning with paved shoulders shall be undertaken. The paved carriageway shall
be 10.0mwide in accordance with the typical cross sections drawings in the IRC
&MoRTH’s Specifications.

S.No. Stretch Type Width (m) Remarks

Carriageway 7.0m Required flaring of

width should be done
Embankment Paved Shoulder 2x1.5m as per IRC& MoRTH
1
portion (Bridge Specification.
Approach) Earthen Shoulder 2x2.0m (From 14m To 16m)

Total 14.0m
Carriageway 11.0m

Paved Shoulder -
Main bridge and Crash Barrier 2x0.5m
2 Viaduct with
footpath Footpath 2x2.0m

Railing (Top) 2x0.275m Included in Footpath

Total 16.0m

1.2.2 Except as otherwise provided in this Agreement, the width of the paved carriageway
and cross-sectional features shall conform to paragraph 1.2.1 above

2. GEOMETRIC DESIGN AND GENERAL FEATURES

2.1 General
Geometric design and general features of the Project Highway shall be in accordance with as
per IRC &MoRT&H’s Specifications.
2.2 Design Speed
The design speed shall be the minimum design speed as per latest IRC codal provision.
2.3 Improvement of the existing road geometrics
Improvement of the existing road geometrics of the Project Highway shall be in accordance
with as per IRC &MoRT&H’s Specifications.
2.4 Right of Way
Details of The Right of Way are given in Annex-II of Schedule-A. Clearing and grubbing of
road land in full ROW including vegetation, grass, bushes, shrubs, saplings and trees girth
upto 300mm, removal of stumps of trees cut earlier and disposal of unserviceable materials is
included in the scope of work.
2.5 Type of Shoulders
Details of paved & earthen shoulder shall be in accordance with Para 1.2.1. Design and
specifications of paved shoulders shall be as per IRC guidelines and MoRT&H’s
Specifications.

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 131 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur
road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district of
Birbhum) under Asansol Highway Division, PWD, West Bengal.
2.6 Lateral and vertical clearances at underpasses
2.6.1 Lateral and vertical clearances at underpasses and provision of guardrails/crash
barriers shall be as per IRC guidelines and MoRT&H’s Specifications.
2.6.2 Lateral clearance: The width of the opening at the underpasses shall be as follows:
Span/clear Clear Height
S. No. Design Chainage (Km) Remarks
opening (m) (m)

Not Applicable

2.7 Lateral and vertical clearances at overpasses

2.7.1 Lateral and vertical clearances at underpasses and provision of guardrails/crash
barriers shall be as per IRC guidelines and MoRT&H’s Specifications.

2.7.2 Lateral clearance: The width of the opening at the underpasses shall be as follows:
Design Chainage Span/clear opening Clear Height
S. No. Remarks
(Km) (m) (m)

Not Applicable

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 132 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
2.8 Service roads
Service Roads/ Slip Roads shall be constructed at the locations and for the lengths
indicated below and as per drawings:
RHS/ Approx. Length
Design Chainage (From Width of the
S. No LHS/Both of the Service
KmTo Km) Service Road (m)
sides Road (Km)

Not Applicable

2.9 Grade separated structures

2.9.1 Grade separated structures shall be provided as per IRC guidelines and
MoRT&H’s Specifications. The requisite particulars are given below:
Design Chainage Length Number and Approach Remarks, if
S. No. any
(Km) (m) length of spans gradient
Not Applicable

2.9.2 In the case of grade separated structures, the type of structure and the level of
the Project Highway and the cross roads shall be as follows:
Design Cross road at
Type of structure
S. No. Chainage Existing Raised Lowered
Length (m)
(Km) level Level Level
Not Applicable

2.10 Cattle and pedestrian under pass / over pass

NIL
Typical cross-sections of the Project
Typical cross-section of project highway shall be presented in the drawing

3 INTERSECTIONS AND GRADE SEPARATORS

All intersections and grade separators shall be as per IRC guidelines and
MoRT&H’s Specifications. Existing intersections which are deficient shall be
improved to the prescribed standards.
No grade separated structures is provided in the project.
Properly designed intersections shall be provided at the locations and of the types and
features given in the table below:
a) At-grade intersections (Major Junctions)

Design Chainage
S. No. Type of Intersection Other features Remarks
(Km)
2-Nos. at extreme end of the project
b) At-grade intersections (Minor Junctions)
S. No. Design Chainage (Km) Type of Intersection Other features
NIL

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 133 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
c) Grade separated intersection without ramps

Minimum length
Design Road to be carried
S. No. Salient features of viaduct to be
Chainage (Km) over/under the structures
provided

NIL

4 ROAD EMBANKMENT AND CUT SECTION

4.1 Widening and improvement of the existing road embankment/cuttings and
construction of new road embankment/ cuttings shall conform to the
Specifications and Standards given in IRC and MoRT&H’s Specifications
and the specified cross sectional details. Deficiencies in the plan and profile
of the existing road shall be corrected.

5 PAVEMENT DESIGN
5.1 Pavement design shall be carried out in accordance with IRC and MoRT&H’s
Specifications.
5.1 Type of pavement
The type of pavement will be as per drawings.
5.2 Design Requirements
5.2.1 Design Period and strategy
At present traffic volume considered for 2-Lane with paved shoulder capacity for
design period of 15 years and lane distribution factor 0.50.
5.2.2 Design Traffic
Not with standing anything to the contrary contained in this Agreement or the IRC
and MoRT&H’s Specifications, the Contractor shall design the Main line pavement
for a design traffic of 150 million standard axles.
5.3 Reconstruction of stretches
Reconstruction of stretches for matching the proposed plan & profile shall be taken
up as per actual requirements.
Design Chainage (Km)
S. No From To Remarks

NIL

6 ROADSIDE DRAINAGE
Drainage system including surface and subsurface drains, out fall structure for the
Project Highway shall be provided as per IRC guidelines &MoRT&H’s
Specifications and drawings.

7 DESIGN OF STRUCTURES
7.1 General
7.1.1 All bridges, culverts and structures shall be designed and constructed in
accordance with IRC guidelines and MoRT&H’s Specifications and shall
conform to the cross-sectional features and other details specified in
drawings.

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 134 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
7.1.2 Width of the carriageway of new bridges and structures shall be as follows:
Major Bridge

Design Span Arrangement Total Length

S. No Total Width (m) Remarks
Chainage (m) (m) (m)
Prestressed concrete 16.00m
T-Beam and slab including
517.325 to
1. type superstructure footpath, crash 587.6m
1104.925
(13x45.2m over Pile barrier &
Foundation) handrails
7.1.3 The following viaduct structures shall be provided with/without footpaths:

S. No Design Chainage (m) Total Width (m) Total Length (m) Remarks

1a 318.925 to 517.325 16.0m 198.4 Kenduli Side

1b 1104.925 to 1375.325 16.0m 270.4 Shibpur Side

7.2 Culverts
NIL
7.2.1 Reconstruction of existing culverts:
The existing culverts on main alignment at the following locations shall be re-constructed as
new culverts as detailed below.
Design Chainage Type of Culvert Span Arrangement
S. No
(Km) Proposed And opening Proposed (nos.x m.)*
NIL
7.2.2 Widening of Existing Culverts
All existing culverts on main alignment which are not to be reconstructed shall be
widened up to the roadway width of the Project Highway as detailed below. Repairs
and strengthening of existing structures where required shall be carried out.

Design
Structure Openings / Width of existing Repairs to be carried
S. No Chainage
Type Spans x Length culvert (m) out
(Km)
NIL
7.2.3 Additional new culverts (given in table below) shall be constructed for width equal
to the roadway width of the Project Highway & as per typical cross-section given in
the manual:
S. No. Design Chainage (Km) Proposed type No. of Spans X span length (m)
NIL

7.2.4 Repairs/replacements of railing/parapets, flooring and protection works of

the existing culverts shall be undertaken as follows:
S. No. Design Chainage (Km) Type of repair required
NIL

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 135 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
7.2.5 Floor protection works shall be as specified in the relevant IRC Codes and
Specifications
7.3 Bridges
7.3.1 Existing bridges to be re-constructed/widened:
i. The Existing bridges at the following locations shall be reconstructed:
Bridge Salient Features of Existing Bridge Features of Proposed Bridge
Location
S. No (Design No. of Spans with Total
Proposed
Chainage, Span Length (c/c of Total Width (m) proposed
Length (m)
in Km) exp. Gap) Width
NIL

ii. The following narrow bridges shall be widened:

Type of Structure Cross
Extent*
Design Span Section at
Width of
S.No. Chainage Arrangeme Foundat Sub- Super- Deck Level
(m) Widenin
(Km) nt (m) ion Structure Structure for
g
widening
NIL
7.3.2 Additional new bridges
New bridges at the following locations on the project highway shall be constructed.
GADs for the new bridges are attached in the drawings folder.
Bridge Location (Design
S. No. Total Length (m) Remarks
Chainage, in Km)
NIL

7.3.3 The railings of existing bridges shall be replaced by crash barriers at the
following locations:
S. No. Design Chainage (Km) Total length (m) Remarks
NIL

7.3.4 Repairs/replacements of railing/parapets of the existing bridges shall be

undertaken as follows:
Existing span arrangement
S. No. Design Chainage (Km) Remarks
(m)
NIL

7.3.5 New Approach Ramp with RCC Retaining Wall

S. No Design Chainage (m) Width (m) Length (m) Remarks
16.0m Height varying from
1 238.925 to 318.925 80
(formation) 2.4m to 4.8m
16.0m Height varying from
1 1375.325 to 1495.325 120
(formation) 2.4m to 4.5m
7.3.6 New Toe Wall (PCC)

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 136 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
Total length
S. No Design Chainage (Km) Height (m) Total width (m) Remarks
(m)

NIL

7.3.7 New Embankment

S. No Design Chainage (m) Total Width (m) Total Length (m) Remarks
Formation
1 0 to 238.925 14.0 238.925
Width
Formation
2 1495.325 to 2713.0 14.0 1217.675
Width
Note: Required flaring should be done within some part of this portion as per IRC& MoRTH Specification.(
From 14m To 16m)

7.3.8 New Stairs

S. No Design Chainage (Km) Height (m) Width (m) Remarks

NIL

7.3.9. New Culverts

Design Chainage
S. No Span/ opening (m) Overall width (m) Remarks
(Km)
NIL

Besides the above, surface drain & outfall structure, drainage spout & drain pipe,
ETTM, generator, illumination, crash barrier, road marking, sign board, 2 nos.
overhead sign gantry, kerb & kerb channel, guard post, delineator, minimum 100m
bank protection, fenders for piers on water, footpath slab/tiles, railing etc. shall be
provided to complete the project as per drawings and details in Schedule-C.

7.3.10 Road under-bridges

Road under-bridges (road under railway line) shall be provided at the following
level crossings, as per GAD drawings attached:
S. No Design Chainage (Km) Number and length of span(m)
NIL

7.4 Grade separated structures

The grade separated structures shall be provided at the locations and of the type and
length specified in paragraphs 2.9 and 3 of this Annex-I.
7.5 Repairs and strengthening of bridges and structures
The existing bridges and structures to be repaired / strengthened, and the nature and
extent of repairs /strengthening required shall be assessed during execution
according to approval of authority engineer.

7.6 List of Major Bridges and Structures

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

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 137 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
Major Bridge
Design Chainage Span Arrangement Total Width Total Length
S. No Remarks
(Km) (m) (m) (m)
NIL

8 TRAFFIC CONTROL DEVICES AND ROAD SAFETY WORK.

8.3 Traffic control devices and road safety works shall be provided in accordance
with drawings and IRC/MoRT&H Specifications.

8.4 Specifications of the reflective sheeting shall be as per IRC

&MoRT&H’sSpecifications.

9 ROAD SIDE FURNITURE

9.3 Road side furniture shall be provided in accordance with the provisions of
drawings and IRC/MoRT&H Specifications. Traffic sign, kerb, kerb channel,
road marking, metal beam barrier, crash barrier, illumination, footpath etc.
shall be provided as per IRC/MoRT&H Specifications.

9.4 Overhead traffic signs: location and size

[Refer to IRC &MoRT&H Specifications and provide details]
S. No. Vertical Clearance (m) Span (m) (approx.) Remarks

1 6.0 15.00 2 nos.

10 COMPULSORY AFFORESTATION
Applicable as per codal provision.

11 HAZARDOUS LOCATIONS
The safety barriers shall also be provided at the following locations:
Design
Chainage (km) Length of
S. No. From To Type Side Remark
Barrier (m)

As Applicable

12 SPECIAL REQUIREMENTS FOR HILL ROAD

Not Applicable

13 CHANGE OF SCOPE
The length of Structures and bridges specified hereinabove shall be treated as an
approximate assessment. The actual lengths as required on the basis of detailed
investigations shall be determined by the Contractor in accordance with the
Specifications and Standards. Any variations in the lengths specified in this
Schedule-B shall not constitute a Change of Scope, save and except any variations
in the length arising out of a Change of Scope expressly undertaken in accordance
with the provisions of Article 13.

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 138 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.

SCHEDULE - C
(See Clause 2.1)

PROJECT FACILITIES
1 Project Facilities
The Contractor shall construct the Project Facilities in accordance with the provisions of this
Agreement. Such Project Facilities shall include:
(a) Roadside furniture;
(b) Tree plantation;

2 Description of Project Facilities

Each of the Project Facilities is described below:

Sl. Project Location Design Requirements Other essential details

No. Facility
Illumination, crash barrier, road As per drawing
marking, sign board, surface drain & attached
Road outfall structure, drainage spout & drain
1
Furniture pipe, kerb & kerb channel, guard post,
metal beam crash barrier, delineator,
minimum bank protection, fenders for
piers on water etc.
Tree Tree plantation of selected species
2 Plantation including fencing, watering & manure
etc.
Note: Provide adequate details of each Project Facility to ensure their design and
completion in accordance with the project-specific requirements and the provisions
of the Manual.

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 139 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
SCHEDULE - D
(See Clause 2.1)

SPECIFICATIONS AND STANDARDS

1 Construction

The Contractor shall comply with the Specifications and Standards set forth
in Annex-I of this Schedule-D for construction of the Project Highway.

2 Design Standards

The Project Highway including Project Facilities shall conform to design

requirements set out in the following documents:

Design should conform to the latest codal provisions of IRC and MORTH
specifications. Manual of Specifications and Standards for Two Laning of
Highways (IRC: SP: 73-2007), referred to herein as the Manual In case,
where no such Recommendation/ Specifications of IRC/MORTH are
available, well accepted International guidelines/Practices may be adopted.
The proposed bridge will be designed as per loading condition mentioned in
the GAD which also includes IRC CLASS SPECIAL VEHICLE (SV)
LOADING. All other specification will be as per IRC recommendations/
MORTH specifications.

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 140 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
Annex - I
(Schedule-D)

Specifications and Standards for Construction

1 Specifications and Standards

All Materials, works and construction operations shall conform to the

Manual of Specifications and Standards for Two-Laning of Highways
(IRC:SP:73-2007), referred to as the Manual, and MORTH Specifications
for Road and Bridge Works. Where the specification for a work is not given,
Good Industry Practice shall be adopted to the satisfaction of the Authority’s
Engineer.

2 Deviations from the Specifications and Standards

2.1 The terms “Concessionaire”, “Independent Engineer” and “Concession

Agreement” used in the Manual shall be deemed to be substituted by the
terms “Contractor”, “Authority’s Engineer” and “Agreement” respectively.

2.2 [Notwithstanding anything to the contrary contained in Paragraph 1 above,

the following Specifications and Standards shall apply to the Project
Highway, and for purposes of this Agreement, the aforesaid Specifications
and Standards shall be deemed to be amended to the extent set forth below:]

[Note 1: Deviations from the aforesaid Specifications and Standards shall be

listed out here. Such deviations shall be specified only if they are considered
essential in view of project-specific requirements.]

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 141 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
SCHEDULE - E
(See Clauses 2.1 and 14.2)

MAINTENANCE REQUIREMENTS

1 Maintenance Requirements

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

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

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

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 142 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
2 Repair/rectification of Defects and deficiencies

The obligations of the Contractor in respect of Maintenance Requirements

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

3 Other Defects and deficiencies

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

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

4 Extension of time limit

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

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

5 Emergency repairs/restoration

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

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

6 Daily inspection by the Contractor

The Contractor shall, through its engineer, undertake a daily visual

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

7. Pre-monsoon inspection / Post-monsoon inspection

The Contractor shall carry out a detailed pre-monsoon inspection of all

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

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 143 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
observed and proposed action to remedy the same shall be sent to the
Authority’s Engineer.

8. Repairs on account of natural calamities

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

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

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 144 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
Annex - I
(Schedule-E)

Repair/rectification of Defects and deficiencies

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

Nature of Defect or deficiency Time limit for

repair/rectification
ROADS
(a) Carriageway and paved shoulders
(i) Breach or blockade Temporary restoration of
traffic within 24 hours;
permanent restoration
within 15 (fifteen) days
(ii) Roughness value exceeding 2,200 120 (one hundred and
mm in a stretch of 1 km (as twenty) days
measured by a calibrated bump
integrator)
(iii) Pot holes 24 hours

(iv) Any cracks in road surface 15 (fifteen) days

(v) Any depressions, rutting 30 (thirty) days
exceeding 10 mm in road surface
(vi) Bleeding/skidding 7 (seven) days
(vii) Any other defect/distress on the 15 (fifteen) days
road
(viii) Damage to pavement edges 15 (fifteen) days
(ix) Removal of debris, dead animals 6 hours
(b) Granular earth shoulders, side
slopes, drains and culverts
(i) Variation by more than 1 % in the 7 (seven) days
prescribed slope of camber/cross
fall (shall not be less than the
camber on the main carriageway)

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

40 mm
(iii) Variation by more than 15% in the 30 (thirty) days
prescribed side (embankment)
slopes

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 145 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
(iv) Rain cuts/gullies in slope 7 (seven) days
(v) Damage to or silting of culverts 7 (seven) days
and side drains
(vi) Desilting of drains in urban/semi- 24 hours
urban areas
(vii) Railing, parapets, crash barriers 7 (seven) days (Restore
immediately if causing
safety hazard)
(c) Road side furniture including
road sign and pavement
marking
(i) Damage to shape or position, poor 48 hours
visibility or loss of retro-
reflectivity
(ii) Painting of km stone, railing, As and when
parapets, crash barriers required/Once every year
(iii) Damaged/missing road signs 7 (seven) days
requiring replacement
(iv) Damage to road mark ups 7 (seven) days
(d) Road lighting
(i) Any major failure of the system 24 hours
(ii) Faults and minor failures 8 hours
(e) Trees and plantation
(i) Obstruction in a minimum head- 24 hours
room of 5 m above carriageway or
obstruction in visibility of road
signs
(ii) Removal of fallen trees from 4 hours
carriageway
(iii) Deterioration in health of trees and Timely watering and
bushes treatment
(iv) Trees and bushes requiring 30 (thirty) days
replacement
(v) Removal of vegetation affecting 15 (fifteen) days
sight line and road structures
(f) Rest area
(i) Cleaning of toilets Every 4 hours
(ii) Defects in electrical, water and 24 hours
sanitary installations
(g) [Toll Plaza]

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 146 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
(h) Other Project Facilities and
Approach roads
(i) Damage in approach roads, 15 (fifteen) days
pedestrian facilities, truck lay-
byes, bus-bays, bus-shelters, cattle
crossings, [Traffic Aid Posts,
Medical Aid Posts] and service
roads
(ii) Damaged vehicles or debris on the 4 (four) hours
road

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

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

(b) Foundations
(i) Scouring and/or cavitation 15 (fifteen) days
(c) Piers, abutments, return walls
and wing walls
(i) Cracks and damages including 30 (thirty) days
settlement and tilting, spalling,
scaling

(d) Bearings (metallic) of bridges

(i) Deformation, damages, tilting or 15 (fifteen) days
shifting of bearings Greasing of metallic
bearings once in a year
(e) Joints
(i) Malfunctioning of joints 15 (fifteen) days
(f) Other items
(i) Deforming of pads in elastomeric 7 (seven) days
bearings
(ii) Gathering of dirt in bearings and 3 (three) days
joints; or clogging of spouts, weep
holes and vent-holes
(iii) Damage or deterioration in kerbs, 3 (three) days
parapets, handrails and crash

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 147 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
barriers (immediately within 24
hours if posing danger to
safety)
(iv) Rain-cuts or erosion of banks of 7 (seven) days
the side slopes of approaches
(v) Damage to wearing coat 15 (fifteen) days
(vi) Damage or deterioration in 30 (thirty) days
approach slabs, pitching, apron,
toes, floor or guide bunds
(vii) Growth of vegetation affecting the 15 (fifteen) days
structure or obstructing the
waterway
(g) Hill Roads
(i) Damage to retaining wall/breast 7 (seven) days
wall
(ii) Landslides requiring clearance 12 (twelve) hours
(iii) Snow requiring clearance 24 (twenty four) hours

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 148 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
SCHEDULE - F
(See Clause 3.1.7(a))

APPLICABLE PERMITS

1 Applicable Permits

1.1 The Contractor shall obtain, as required under the Applicable Laws, the
following Applicable Permits:

(a) Permission of the State Government for extraction of boulders from

quarry;

(b) Permission of Village Panchayats and Pollution Control Board for

installation of crushers;

(c) Licence for use of explosives;

(d) Permission of the State Government for drawing water from

river/reservoir;

(e) Licence from inspector of factories or other competent Authority for

setting up batching plant;

(f) Clearance of Pollution Control Board for setting up batching plant;

(g) Clearance of Village Panchayats and Pollution Control Board for

setting up asphalt plant;

(h) Permission of Village Panchayats and State Government for borrow

earth; and

(i) Any other permits or clearances required under Applicable Laws.

1.2 Applicable Permits, as required, relating to environmental protection and

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

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 149 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
SCHEDULE – G
(See Clauses 7.1.1, 7.5.3 and 19.2)
FORM OF BANK GUARANTEE
Annex-I
(See Clause 7.1.1)
[Performance Security / Additional Performance Security]

The Superintending Engineer,

Western Highway Circle No I,
Public Works (Roads) Directorate,
Govt. of West Bengal

WHEREAS:
(A) _________________________ [name and address of contractor] (hereinafter
called the “Contractor") and The Superintending Engineer, Western
Highway Circle No I, P.W.(Roads) Directorate, Government of West
Bengal, (hereinafter called the “Authority”) have entered into an agreement
(hereinafter called the “Agreement”) for the construction of the “Proposed
Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of
Muchipara-Shibpur road (district of Paschim Burdwan) connecting Jaydev-
Kenduli-Khagra road at Ch. 1.05 km (district of Birbhum) under Asansol
Highway Division, Public Works (Roads) Directorate,, West Bengal.” on
Engineering, Procurement and Construction (the “EPC”) basis, subject to
and in accordance with the provisions of the Agreement
(B) The Agreement requires the Contractor to furnish a Performance Security for
due and faithful performance of its obligations, under and in accordance with
the Agreement, during the {Construction Period/ Defects Liability Period
and Maintenance Period} (as defined in the Agreement) in a sum of Rs…..
cr. (Rupees ………..….. crore) (the “Guarantee Amount”).

(C) We, ………………….. through our branch at …………………. (the

“Bank”) have agreed to furnish this bank guarantee (hereinafter called the
“Guarantee”) by way of Performance Security.

NOW, THEREFORE, the Bank hereby, unconditionally and irrevocably, guarantees

and affirms as follows:

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

2. A letter from the Authority, under the hand of an officer not below the rank
of Executive Engineer in the Public Works Department, Government of West

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 150 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
Bengal, that the Contractor has committed default in the due and faithful
performance of all or any of its obligations under and in accordance with the
Agreement shall be conclusive, final and binding on the Bank. The Bank
further agrees that the Authority shall be the sole judge as to whether the
Contractor is in default in due and faithful performance of its obligations
during and under the Agreement and its decision that the Contractor is in
default shall be final and binding on the Bank, notwithstanding any
differences between the Authority and the Contractor, or any dispute
between them pending before any court, tribunal, arbitrators or any other
authority or body, or by the discharge of the Contractor for any reason
whatsoever.

3. In order to give effect to this Guarantee, the Authority shall be entitled to act
as if the Bank were the principal debtor and any change in the constitution of
the Contractor and/or the Bank, whether by their absorption with any other
body or corporation or otherwise, shall not in any way or manner affect the
liability or obligation of the Bank under this Guarantee.

4. It shall not be necessary, and the Bank hereby waives any necessity, for the
Authority to proceed against the Contractor before presenting to the Bank its
demand under this Guarantee.

5. The Authority shall have the liberty, without affecting in any manner the
liability of the Bank under this Guarantee, to vary at any time, the terms and
conditions of the Agreement or to extend the time or period for the
compliance with, fulfillment and/ or performance of all or any of the
obligations of the Contractor contained in the Agreement or to postpone for
any time, and from time to time, any of the rights and powers exercisable by
the Authority against the Contractor, and either to enforce or forbear from
enforcing any of the terms and conditions contained in the Agreement and/or
the securities available to the Authority, and the Bank shall not be released
from its liability and obligation under these presents by any exercise by the
Authority of the liberty with reference to the matters aforesaid or by reason
of time being given to the Contractor or any other forbearance, indulgence,
act or omission on the part of the Authority or of any other matter or thing
whatsoever which under any law relating to sureties and guarantors would
but for this provision have the effect of releasing the Bank from its liability
and obligation under this Guarantee and the Bank hereby waives all of its
rights under any such law.

6. This Guarantee is in addition to and not in substitution of any other

guarantee or security now or which may hereafter be held by the Authority in
respect of or relating to the Agreement or for the fulfillment, compliance
and/or performance of all or any of the obligations of the Contractor under
the Agreement.

7. Notwithstanding anything contained hereinbefore, the liability of the Bank

under this Guarantee is restricted to the Guarantee Amount and this
Guarantee will remain in force for the period specified in paragraph 8 below
and unless a demand or claim in writing is made by the Authority on the
Bank under this Guarantee all rights of the Authority under this Guarantee

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 151 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
shall be forfeited and the Bank shall be relieved from its liabilities hereunder.

8. The Guarantee shall cease to be in force and effect on ****$. Unless a

demand or claim under this Guarantee is made in writing before expiry of the
Guarantee, the Bank shall be discharged from its liabilities hereunder.

9. The Bank undertakes not to revoke this Guarantee during its currency, except
with the previous express consent of the Authority in writing, and declares
and warrants that it has the power to issue this Guarantee and the
undersigned has full powers to do so on behalf of the Bank.

10. Any notice by way of request, demand or otherwise hereunder may be sent
by post addressed to the Bank at its above referred branch, which shall be
deemed to have been duly authorised to receive such notice and to effect
payment thereof forthwith, and if sent by post it shall be deemed to have
been given at the time when it ought to have been delivered in due course of
post and in proving such notice, when given by post, it shall be sufficient to
prove that the envelope containing the notice was posted and a certificate
signed by an officer of the Authority that the envelope was so posted shall be
conclusive.

11. This Guarantee shall come into force with immediate effect and shall remain
in force and effect for up to the date specified in paragraph 8 above or until it
is released earlier by the Authority pursuant to the provisions of the
Agreement.

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

SIGNED, SEALED AND DELIVERED

For and on behalf of the Bank by:

(Signature)

(Name)

(Designation)

(Code Number)

(Address)

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

$
Insert date being 2 (two) years from the date of issuance of this Guarantee (in accordance with
Clause 7.2 of the Agreement).

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 152 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.

Annex – II
(Schedule - G)
(See Clause 7.5.3)

Form for Guarantee for Withdrawal of Retention Money

The Superintending Engineer,

Western Highway Circle No I,
Public Works (Roads) Directorate,
Govt. of West Bengal

WHEREAS:

(A) [name and address of contractor] (hereinafter called the “Contractor") has
executed an agreement (hereinafter called the “Agreement”) with the
Superintending Engineer, Western Highway Circle No I, P.W.(Roads)
Directorate, Government of West Bengal, (hereinafter called the
“Authority”) for the “Proposed Bridge over river Ajay, Construction, near
Shibpur at Ch. 17.84 km of Muchipara-Shibpur road (district of Paschim
Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05 km (district
of Birbhum) under Asansol Highway Division, Public Works (Roads)
Directorate,, West Bengal.” on Engineering, Procurement and Construction
(the “EPC”) basis, subject to and in accordance with the provisions of the
Agreement.

(B) In accordance with Clause 7.5.3 of the Agreement, the Contractor may
withdraw the retention money (hereinafter called the “Retention Money”)
after furnishing to the Authority a bank guarantee for an amount equal to the
proposed withdrawal.

(C) We, ………………….. through our branch at …………………. (the

“Bank”) have agreed to furnish this bank guarantee (hereinafter called the
“Guarantee”) for the amount of Rs. --------- cr. (Rs.------------crore) (the
“Guarantee Amount”).

NOW, THEREFORE, the Bank hereby unconditionally and irrevocably guarantees

and affirms as follows:

1. The Bank hereby unconditionally and irrevocably undertakes to pay to the

Authority, upon its mere first written demand, and without any demur,
reservation, recourse, contest or protest, and without any reference to the
Contractor, such sum or sums up to an aggregate sum of the Guarantee
Amount as the Authority shall claim, without the Authority being required to
prove or to show grounds or reasons for its demand and/or for the sum
specified therein.

2. A letter from the Authority, under the hand of an officer not below the rank
of Executive Engineer in the Public Works Department, Government of West
Bengal, that the Contractor has committed default in the due and faithful
performance of all or any of its obligations for under and in accordance with

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 153 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
the Agreement shall be conclusive, final and binding on the Bank. The Bank
further agrees that the Authority shall be the sole judge as to whether the
Contractor is in default in due and faithful performance of its obligations
during and under the Agreement and its decision that the Contractor is in
default shall be final, and binding on the Bank, notwithstanding any
differences between the Authority and the Contractor, or any dispute
between them pending before any court, tribunal, arbitrators or any other
authority or body, or by the discharge of the Contractor for any reason
whatsoever.

3. In order to give effect to this Guarantee, the Authority shall be entitled to act
as if the Bank were the principal debtor and any change in the constitution of
the Contractor and/or the Bank, whether by their absorption with any other
body or corporation or otherwise, shall not in any way or manner affect the
liability or obligation of the Bank under this Guarantee.

4. It shall not be necessary, and the Bank hereby waives any necessity, for the
Authority to proceed against the Contractor before presenting to the Bank its
demand under this Guarantee.

5. The Authority shall have the liberty, without affecting in any manner the
liability of the Bank under this Guarantee, to vary at any time, the terms and
conditions of the Retention Money and any of the rights and powers
exercisable by the Authority against the Contractor, and either to enforce or
forbear from enforcing any of the terms and conditions contained in the
Agreement and/or the securities available to the Authority, and the Bank
shall not be released from its liability and obligation under these presents by
any exercise by the Authority of the liberty with reference to the matters
aforesaid or by reason of time being given to the Contractor or any other
forbearance, indulgence, act or omission on the part of the Authority or of
any other matter or thing whatsoever which under any law relating to sureties
and guarantors would but for this provision have the effect of releasing the
Bank from its liability and obligation under this Guarantee and the Bank
hereby waives all of its rights under any such law.

6. This Guarantee is in addition to and not in substitution of any other

guarantee or security now or which may hereafter be held by the Authority in
respect of or relating to the Retention Money.

7. Notwithstanding anything contained hereinbefore, the liability of the Bank

under this Guarantee is restricted to the Guarantee Amount and this
Guarantee will remain in force for the period specified in paragraph 8 below
and unless a demand or claim in writing is made by the Authority on the
Bank under this Guarantee all rights of the Authority under this Guarantee
shall be forfeited and the Bank shall be relieved from its liabilities hereunder.

8. The Guarantee shall cease to be in force and effect 90 (ninety) days after the
date of the Completion Certificate specified in Clause 12.4 of the Agreement.

9. The Bank undertakes not to revoke this Guarantee during its currency, except
with the previous express consent of the Authority in writing, and declares

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 154 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
and warrants that it has the power to issue this Guarantee and the
undersigned has full powers to do so on behalf of the Bank.

10. Any notice by way of request, demand or otherwise hereunder may be sent
by post addressed to the Bank at its above referred branch, which shall be
deemed to have been duly authorised to receive such notice and to effect
payment thereof forthwith, and if sent by post it shall be deemed to have
been given at the time when it ought to have been delivered in due course of
post and in proving such notice, when given by post, it shall be sufficient to
prove that the envelope containing the notice was posted and a certificate
signed by an officer of the Authority that the envelope was so posted shall be
conclusive.

11. This Guarantee shall come into force with immediate effect and shall remain
in force and effect up to the date specified in paragraph 8 above or until it is
released earlier by the Authority pursuant to the provisions of the
Agreement.

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

SIGNED, SEALED AND DELIVERED

For and on behalf of the Bank by:

(Signature)

(Name)

(Designation)

(Code Number)

(Address)

NOTES:

(i) The bank guarantee should contain the name, designation and code number
of the officer(s) signing the guarantee.

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

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 155 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.

Annex – III
(Schedule - G)
(See Clause 19.2)

Form for Guarantee for Advance Payment

The Superintending Engineer,

Western Highway Circle No I,
Public Works (Roads) Directorate,
Govt. of West Bengal

WHEREAS:

(A) [name and address of contractor] (hereinafter called the “Contractor") has
executed an agreement (hereinafter called the “Agreement”) with the
Superintending Engineer, Western Highway Circle No I, P.W.(Roads)
Directorate, Government of West Bengal, (hereinafter called the
“Authority”) for the construction of the “Proposed Bridge over river Ajay,
Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur road
(district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at
Ch. 1.05 km (district of Birbhum) under Asansol Highway Division, Public
Works (Roads) Directorate,, West Bengal.” on Engineering, Procurement
and Construction (the “EPC”) basis, subject to and in accordance with the
provisions of the Agreement
(B) In accordance with Clause 19.2 of the Agreement, the Authority shall make
to the Contractor an interest bearing (@ Bank Rate) advance payment (herein
after called “Advance Payment”) equal to 10% (ten per cent) of the
Contract Price; and that the Advance Payment shall be made in two
installments subject to the Contractor furnishing an irrevocable and
unconditional guarantee by a scheduled bank for an amount equivalent to
110% (one hundred and ten percent) of such installment to remain effective
till the complete and full repayment of the installment of the Advance
Payment as security for compliance with its obligations in accordance with
the Agreement. The amount of {first/second} installment of the Advance
Payment is Rs. ------ cr. (Rupees ------ crore) and the amount of this
Guarantee is Rs. ------- cr. (Rupees ------ crore) (the “Guarantee
Amount”)$.

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

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 156 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
(C) We, ………………….. through our branch at …………………. (the
“Bank”) have agreed to furnish this bank guarantee (hereinafter called the
“Guarantee”) for the Guarantee Amount.

NOW, THEREFORE, the Bank hereby, unconditionally and irrevocably, guarantees

and affirms as follows:

1. The Bank hereby unconditionally and irrevocably guarantees the due and
faithful repayment on time of the aforesaid instalment of the Advance
Payment under and in accordance with the Agreement, and agrees and
undertakes to pay to the Authority, upon its mere first written demand, and
without any demur, reservation, recourse, contest or protest, and without any
reference to the Contractor, such sum or sums up to an aggregate sum of the
Guarantee Amount as the Authority shall claim, without the Authority being
required to prove or to show grounds or reasons for its demand and/or for the
sum specified therein.

2. A letter from the Authority, under the hand of an officer not below the rank
of Executive Engineer in the Public Works Department, Government of West
Bengal, that the Contractor has committed default in the due and faithful
performance of all or any of its obligations for the repayment of the
instalment of the Advance Payment under and in accordance with the
Agreement shall be conclusive, final and binding on the Bank. The Bank
further agrees that the Authority shall be the sole judge as to whether the
Contractor is in default in due and faithful performance of its obligations
during and under the Agreement and its decision that the Contractor is in
default shall be final and binding on the Bank, notwithstanding any
differences between the Authority and the Contractor, or any dispute
between them pending before any court, tribunal, arbitrators or any other
authority or body, or by the discharge of the Contractor for any reason
whatsoever.

3. In order to give effect to this Guarantee, the Authority shall be entitled to act
as if the Bank were the principal debtor and any change in the constitution of
the Contractor and/or the Bank, whether by their absorption with any other
body or corporation or otherwise, shall not in any way or manner affect the
liability or obligation of the Bank under this Guarantee.

4. It shall not be necessary, and the Bank hereby waives any necessity, for the
Authority to proceed against the Contractor before presenting to the Bank its
demand under this Guarantee.

5. The Authority shall have the liberty, without affecting in any manner the
liability of the Bank under this Guarantee, to vary at any time, the terms and
conditions of the Advance Payment or to extend the time or period of its
repayment or to postpone for any time, and from time to time, any of the
rights and powers exercisable by the Authority against the Contractor, and
either to enforce or forbear from enforcing any of the terms and conditions
contained in the Agreement and/or the securities available to the Authority,
and the Bank shall not be released from its liability and obligation under
these presents by any exercise by the Authority of the liberty with reference

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 157 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
to the matters aforesaid or by reason of time being given to the Contractor or
any other forbearance, indulgence, act or omission on the part of the
Authority or of any other matter or thing whatsoever which under any law
relating to sureties and guarantors would but for this provision have the
effect of releasing the Bank from its liability and obligation under this
Guarantee and the Bank hereby waives all of its rights under any such law.

6. This Guarantee is in addition to and not in substitution of any other

guarantee or security now or which may hereafter be held by the Authority in
respect of or relating to the Advance Payment.

7. Notwithstanding anything contained hereinbefore, the liability of the Bank

under this Guarantee is restricted to the Guarantee Amount and this
Guarantee will remain in force for the period specified in paragraph 8 below
and unless a demand or claim in writing is made by the Authority on the
Bank under this Guarantee all rights of the Authority under this Guarantee
shall be forfeited and the Bank shall be relieved from its liabilities hereunder.

8. The Guarantee shall cease to be in force and effect on ****.$ Unless a

demand or claim under this Guarantee is made in writing on or before the
aforesaid date, the Bank shall be discharged from its liabilities hereunder.

9. The Bank undertakes not to revoke this Guarantee during its currency, except
with the previous express consent of the Authority in writing, and declares
and warrants that it has the power to issue this Guarantee and the
undersigned has full powers to do so on behalf of the Bank.

10. Any notice by way of request, demand or otherwise hereunder may be sent
by post addressed to the Bank at its above referred branch, which shall be
deemed to have been duly authorised to receive such notice and to effect
payment thereof forthwith, and if sent by post it shall be deemed to have
been given at the time when it ought to have been delivered in due course of
post and in proving such notice, when given by post, it shall be sufficient to
prove that the envelope containing the notice was posted and a certificate
signed by an officer of the Authority that the envelope was so posted shall be
conclusive.

11. This Guarantee shall come into force with immediate effect and shall remain
in force and effect up to the date specified in paragraph 8 above or until it is
released earlier by the Authority pursuant to the provisions of the
Agreement.

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

SIGNED, SEALED AND DELIVERED

For and on behalf of the Bank by:

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

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 158 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
(Signature)

(Name)

(Designation)

(Code Number)

(Address)

NOTES:

(i) The bank guarantee should contain the name, designation and code number
of the officer(s) signing the guarantee.

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

______

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 159 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
SCHEDULE - H
(See Clauses10.1.4 and 19.3)

Contract Price Weightages

1.1 The Contract Price for this Agreement is Rs. ******

1.2 Proportions of the Contract Price for different stages of Construction of the
Project Highway shall be as specified below:

Weightage in
percentage to
Item Stage for Payment Percentage weightage
the Contract
Price

1 2 3 4

Approach 8.00% 1. Earthwork in cutting to form road section, 9.26%

Road Construction of embankment, sub-grade and earthen
Works shoulders, Picking up, Box cutting or filling in Road
embankment, Furnishing and laying of the live sods,
Cutting Trees.
2. Granular sub-base and Wet Mix Macadam. 37.25%
3.BituminousWork:
a) Dense bituminous macadam, including tack coat. 14.74 %
b) Bituminous macadam, including primer coat & tack 15.46 %
coat.
c) Bituminous concrete including tack coat 11.30%

4. Road furniture, Construction of median and Island, 6.54 %

Cement Concrete M 20 Kerb, Road Marking, Road
Marker/Road Stud, Boundary Pillars, Crash
Barrier, Road side Lamp, approved make High
Mast Post of 25 meters, Hazard marker, Cats Eye
5. Overhead Gantry Sign Works 1.82%

6. Protective Works (Toe wall) 0.90%

7. Protective Works (Bullah Piling) 2.73%
Bridge 92.00% 1. Foundation Work including Construction of 56.87%
Proper Temporary Service Road.
Works &
2. Sub-Structure Work. 9.56%
Via-duct
3. Super-Structure Work. 28.49%
4. Miscellaneous Super structural finish items Work. 3.52%

5. Retaining Walls, Toe Walls etc. 1.56%

Note: The above list is illustrative and may require modification as per the scope of
the work.

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 160 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
1.3 Procedure of estimating the value of work done

1.3.1 Approach Road

Procedure for estimating the value of work done Approach Road shall be as follows :

Table 1.3.1
Percentage Payment Procedure
Stage for Payment weightage

1. Earthwork in cutting to form road section, (9.26) % (a) The measurement unit shall be 1 linear
Construction of embankment, sub-grade and Meter of road length.
earthen shoulders, Picking up, Box cutting or (b) Upon completion of a unit length, the
filling in Road embankment, Furnishing and entitled payment amount will be:
laying of the live sods, Cutting Trees. A = P1 x P2 x L x C/Lr;
On completion of the work in all respect. Where,
A = qualifying amount
2. Granular sub-base and Wet Mix (37.25)% P1 = percentage weightage as furnished in
Macadam. column 2 of this table, corresponding to 1/2/3/4
On completion of the work in all respect. (as applicable).
P2 = percentage weightage as furnished in
3.BituminousWork: (14.74)% column 2 of table under Clause 1.2 of this
a) Dense bituminous macadam, including Schedule for Approach Road.
tack coat. L = entitled length of road for payment
On completion of the work in all respect. (Vide note (b) above).
b) Bituminous macadam, including primer (15.46) % C = Contract Price vide Clause 1.1 of this
coat & tack coat. Schedule.
On completion of the work in all respect. Lr = total length of Approach Road
c) Bituminous concrete including tack coat (11.30) %
On completion of the work in all respect.
4. Road furniture, Construction of median (6.54) %
and Island, Cement Concrete M 20 Kerb,
Road Marking, Road Marker/Road Stud,
Boundary Pillars, Crash Barrier, Road side
Lamp, approved make High Mast Post of 25
meters, Hazard marker, Cats Eye.
On completion of the work in all respect.
5. Overhead Gantry Sign Works (1.82) % (a) Upon completion of total work, the Entitled
On completion of the work in all respect. payment amount will be:
A = P1 x P2 x C;
6. Protective Works (Toe wall). (0.90) % Where,
On completion of the work in all respect. A = qualifying amount
P1 = percentage weightage as furnished in
column 2 of this table, corresponding to 5/6/7
as applicable item of Work.
7. Protective Works (Bullah Piling). (2.73) % P2 = percentage weightage as furnished in
On completion of the work in all respect. column 2 of table under Clause 1.2 of this
Schedule for Approach Road Work.
C = Contract Price vide Clause 1.1 of this
Schedule.

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 161 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
1.3.2 Bridge Proper & Via-duct Work
Procedure for estimating the value of work done Bridge Proper Work shall be as follows:

Table 1.3.2
Stage for Payment Percentage Payment Procedure
weightage

(1) Foundation (56.87) % (a) The measurement unit shall be 1 linear Meter of bridge or Viaduct
Work including length.
construction of (b) Completion of a single foundation/substructure will entitle payment
Temporary Service for Foundation / Substructure items for a bridge & viaduct length of
Road. 50% of center to center distance between adjacent foundations on either
On completion of side.
the each foundation (c) Upon completion of a single foundation / substructure, the entitled
work work in all payment amount will be:
respect. A = P1 x P2 x L x C/Lb;
(2) Sub-Structure (9.56) % Where,
Work. A = qualifying amount
On completion of P1 = percentage weightage as furnished in column 2 of this table,
abutments, piers up corresponding to foundation / substructure Work.
to the abutment/pier P2 = percentage weightage as furnished in column 2 of table under
cap work in all Clause 1.2 of this Schedule for Bridge Proper & Via-duct Work.
respect. L = entitled length of bridge & via-duct Work for the instant
foundation/substructure (Vide note (b) above).
C = Contract Price vide Clause 1.1 of this Schedule.
Lb= total length of Bridge Proper.
(3) Super-Structure (28.49)% (a) The measurement unit shall be 1 linear Meter of bridge& via-duct
Work. length.
On completion of (b) Upon completion of a single Superstructure span, the entitled
the super structure payment amount will be:
work in all respect. A = P1 x P2 x L x C/Lb;
Where,
A = qualifying amount
P1 = percentage weightage as furnished In column 2 of this table,
corresponding to Superstructure Work.
P2 = percentage weightage as furnished in column 2 of table under
Clause 1.2 of this Schedule for Bridge Proper & via-duct Work.
L = length of superstructure (c/c distance between foundations).
C = Contract Price vide Clause 1.1 of this Schedule.
Lb= total length of Bridge Proper.
(4) Miscellaneous (3.52)% (a) Upon completion of total work, the Entitled payment amount will
Super structural be:
finish items Work. A = P1 x P2 x Lb x C;
On completion of Where,
total Miscellaneous A = qualifying amount
Super structural P1 = percentage weightage as furnished in column 2 of this table,
finish items Work. corresponding to Miscellaneous Super structural finish items Work.
P2 = percentage weightage as furnished in column 2 of table under
Clause 1.2 of this Schedule for Bridge Proper Work.
C = Contract Price vide Clause 1.1 of this Schedule.
(5) Retaining Walls, (1.56) % (a) Upon completion of total work, the Entitled payment amount will
Toe Walls etc. be:
On completion of A = P1 x P2 x C;
total Work. Where,
A = qualifying amount
P1 = percentage weightage as furnished in column 2 of this table,
corresponding to Retaining Walls, Toe Walls etc. Work.
P2 = percentage weightage as furnished in column 2 of table under
Clause 1.2 of this Schedule for Bridge Proper Work.

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 162 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
C = Contract Price vide Clause 1.1 of this Schedule.

2. Procedure for payment for Maintenance

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

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 163 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
SCHEDULE - I
(See Clause 10.2.4)

DRAWINGS

1 Drawings

In compliance of the obligations set forth in Clause 10.2 of this Agreement,

the Contractor shall furnish to the Authority’s Engineer, free of cost, all
Drawings listed in Annex-I of this Schedule-I.

2 Additional Drawings

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

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 164 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
Annex - I
(Schedule - I)

List of Drawings

List of drawings enclosed: -

1. Location Map.
2. Plan & Profile of the project (Drawing No. BIR/ 06/TS/1/1/09/17).
3. Typical Cross Sections (Road: Attached & Bridge: GAD: 2017-BIR
(A/70R)18B/2-2013-WHDD-I)
4. GAD for Bridge Project and two adjacent spans one on either side only
(CE’s Drawing No- 2017/ BIR (A/70R) 18B/2-2013-WHDD-I)

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 165 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
SCHEDULE - J

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 166 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
(See Clause 10.3.2)

PROJECT COMPLETION SCHEDULE

1 Project Completion Schedule

During Construction period, the Contractor shall comply with the

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

2 Project Milestone-I

2.1 Project Milestone-I shall occur on the date falling on the 260 th (two hundred
and sixty) day from the Appointed Date (the “Project Milestone-I”).

2.2 Prior to the occurrence of Project Milestone-I, the Contractor shall have
commenced construction of the Project Highway and submitted to the
Authority duly and validly prepared Stage Payment Statements for an
amount not less than 20% (fifteen per cent) of the Contract Price.

3 Project Milestone-II

3.1 Project Milestone-II shall occur on the date falling on the 450 th (four
hundred fifty) day from the Appointed Date (the “Project Milestone-II”).

3.2 Prior to the occurrence of Project Milestone-II, the Contractor shall have
continued with construction of the Project Highway and submitted to the
Authority duly and validly prepared Stage Payment Statements for an
amount not less than 40% (forty per cent) of the Contract Price.

4 Project Milestone-III

4.1 Project Milestone-III shall occur on the date falling on the [640 th (six
hundred forty)] day from the Appointed Date (the “Project Milestone-III”).

4.2 Prior to the occurrence of Project Milestone-III, the Contractor shall have
continued with construction of the Project Highway and submitted to the
Authority duly and validly prepared Stage Payment Statements for an
amount not less than 60% (sixty per cent) of the Contract Price.

5 Scheduled Completion Date

5.1 The Scheduled Completion Date shall occur on the [780th (seven hundred
and eighty)] day from the Appointed Date.

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

6 Extension of time

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 167 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
Upon extension of any or all of the aforesaid Project Milestones or the
Scheduled Completion Date, as the case may be, under and in accordance
with the provisions of this Agreement, the Project Completion Schedule shall
be deemed to have been amended accordingly.

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 168 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
SCHEDULE - K

(See Clause 12.1.2)

Tests on Completion

1 Schedule for Tests

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

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

2 Tests

2.1 Visual and physical test: The Authority’s Engineer shall conduct a visual and
physical check of construction to determine that all works and equipment
forming part thereof conform to the provisions of this Agreement. The
physical tests shall include all the tests specified in IRC code, manual and
MORTH specifications for the road and Bridge works, 5th revision, 2013.

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

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

2.4 Other tests: The Authority’s Engineer may require the Contractor to carry out
or cause to be carried additional tests, in accordance with Good Industry
Practice, for determining the compliance of the Project Highway with
Specifications and Standards.

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 169 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
2.5 Environmental audit: The Authority’s Engineer shall carry out a check to
determine conformity of the Project Highway with the environmental
requirements set forth in Applicable Laws and Applicable Permits.

2.6 Safety Audit: The Authority’s Engineer shall carry out, or cause to be carried
out, a safety audit to determine conformity of the Project Highway with the
safety requirements and Good Industry Practice.

3 Agency for conducting Tests

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

4 Completion Certificate

Upon successful completion of Tests, the Authority’s Engineer shall issue

the Completion Certificate in accordance with the provisions of Article 12.

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 170 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
SCHEDULE - L
(See Clause 12.2 and 12.4)

PROVISIONAL CERTIFICATE

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

Authority’s Engineer, under and in accordance with the Agreement dated
……………. (the “Agreement”), for construction of the “Proposed Bridge
over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-
Khagra road at Ch. 1.05 km (district of Birbhum) under Asansol Highway
Division, Public Works (Roads) Directorate,, West Bengal.” on Engineering,
Procurement and Construction (EPC) basis through …………………………
(Name of Contractor), hereby certify that the Tests in accordance with
Article 12 of the Agreement have been undertaken to determine compliance
of the Project Highway with the provisions of the Agreement.

2 Works that are incomplete on account of Time Extension have been specified
in the Punch List appended hereto, and the Contractor has agreed and accepted
that it shall complete all such works in the time and manner set forth in the
Agreement. In addition, certain minor works are incomplete and these are not
likely to cause material inconvenience to the Users of the Project Highway or
affect their safety. The Contractor has agreed and accepted that as a condition
of this Provisional Certificate, it shall complete such minor works within 30
(thirty) days hereof. These minor works have also been specified in the
aforesaid Punch List.

3 In view of the foregoing, I am satisfied that the Project Highway from km **

to km ** can be safely and reliably placed in service of the Users thereof, and
in terms of the Agreement, the Project Highway is hereby provisionally
declared fit for entry into operation on this the ………… day of ………..
20…...

ACCEPTED, SIGNED, SEALED SIGNED, SEALED AND

AND DELIVERED DELIVERED

For and on behalf of For and on behalf of

CONTRACTOR by: AUTHORITY’s ENGINEER by:

(Signature) (Signature)

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 171 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
COMPLETION CERTIFICATE
1 I, ……………………. (Name of the Authority’s Engineer), acting as the
Authority’s Engineer, under and in accordance with the Agreement dated
………… (the “Agreement”), for “Proposed Bridge over river Ajay,
Construction, near Shibpur at Ch. 17.84 km of Muchipara-Shibpur road
(district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at
Ch. 1.05 km (district of Birbhum) under Asansol Highway Division, Public
Works (Roads) Directorate,, West Bengal.” on Engineering, Procurement
and Construction (EPC) basis through …………………. (Name of
Contractor), hereby certify that the Tests in accordance with Article 12 of the
Agreement have been successfully undertaken to determine compliance of
the Project Highway with the provisions of the Agreement, and I am satisfied
that the Project Highway can be safely and reliably placed in service of the
Users thereof.

2 It is certified that, in terms of the aforesaid Agreement, all works forming

part of Project Highway have been completed, and the Project Highway is
hereby declared fit for entry into operation on this the ……… day of ………
20…..

SIGNED, SEALED AND DELIVERED

For and on behalf of the Authority’s Engineer by:

(Signature)

(Name)

(Designation)

(Address)

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 172 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
SCHEDULE - M
(See Clauses 14.6, 15.2 and 19.7)

PAYMENT REDUCTION FOR NON-COMPLIANCE

1. Payment reduction for non-compliance with the Maintenance

Requirements

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

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

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

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

2. Percentage reductions in lump sum payments

2.1 The following percentages shall govern the payment reduction:

S. No. Item/Defect/Deficiency Percentage

(a) Carriageway/Pavement
(i) Potholes, cracks, other surface 15%
defects
(ii) Repairs of Edges, Rutting 5%
(b) Road, Embankment, Cuttings,
Shoulders
(i) Edge drop, inadequate crossfall, 10%
undulations, settlement, potholes,
ponding, obstructions
(ii) Deficient slopes, raincuts, 5%
disturbed pitching, vegetation
growth, pruning of trees
(c) Bridges and Culverts

(i) Desilting, cleaning. vegetation 20%

growth, damaged pitching,
flooring, parapets, wearing course,
footpaths, any damage to
foundations

S. No. Item/Defect/Deficiency Percentage

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 173 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
(ii) Any Defects in superstructures, 10%
bearings and sub-structures
(iii) Painting, repairs/replacement 5%
kerbs, railings, parapets,
guideposts/crash barriers
(d) Roadside Drains
(i) Cleaning and repair of drains 5%
(e) Road Furniture
(i) Cleaning, painting, replacement of 5%
road signs, delineators, road
markings, 200 m/km/5th km stones
(f) Miscellaneous Items
(i) Removal of dead animals, broken 10%
down/accidented vehicles, fallen
trees, road blockades or
malfunctioning of mobile crane
(ii) Any other Defects in accordance 5%
with paragraph 1.
(g) Defects in Other Project 5%
Facilities

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

R=P/IOO x M x L1/L

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

M = Monthly lump-sum payment in accordance with the Bid

L1 = Non-complying length

L = Total length of the road,

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

particular item/Defect/deficiency

The total amount of reduction shall be arrived at by summation of reductions

for such items/Defects/deficiency or non compliance.

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

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 174 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
SCHEDULE - N
(See Clause 18.1.1)

SELECTION OF AUTHORITY’S ENGINEER

1 Selection of Authority’s Engineer

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

1.2 In the event of termination of the Technical Consultants appointed in

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

2 Terms of Reference

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

3 Appointment of Government entity as Authority’s Engineer

Notwithstanding anything to the contrary contained in this Schedule, the

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

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 175 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
Annex – I
(Schedule - N)

TERMS OF REFERENCE FOR AUTHORITY’S ENGINEER

1 Scope

1.1 These Terms of Reference (the “TOR”) for the Authority’s Engineer are
being specified pursuant to the EPC Agreement dated ........... (the
“Agreement), which has been entered into between the [name and address of
the Authority] (the “Authority”) and .......... (the “Contractor”) for [Two-
Laning] of the **** section (km ** to km **) of National Highway No. ** in
the State of *** on Engineering, Procurement, Construction (EPC) basis, and
a copy of which is annexed hereto and marked as Annex-A to form part of
this TOR.

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

2 Definitions and interpretation

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

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

2.3 The rules of interpretation stated in Clauses 1.2, 1.3 and 1.4 of the
Agreement shall apply, mutatis mutandis, to this TOR.

3. General

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

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

(a) any Time Extension;

(b) any additional cost to be paid by the Authority to the Contractor;

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 176 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
(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.
50,00,000 (Rs. fifty lakh).

3.3 The Authority’s Engineer shall submit regular periodic reports, at least once
every month, to the Authority in respect of its duties and functions under this
Agreement. Such reports shall be submitted by the Authority’s Engineer
within 10 (ten) days of the beginning of every month.

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

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

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

4 Construction Period

4.1 During the Construction Period, the Authority’s Engineer shall review the
Drawings furnished by the Contractor along with supporting data, including
the geo-technical and hydrological investigations, characteristics of materials
from borrow areas and quarry sites, topographical surveys, and the
recommendations of the Safety Consultant in accordance with the provisions
of Clause 10.1.6. The Authority’s Engineer shall complete such review and
send its observations to the Authority and the Contractor within 15 (fifteen)
days of receipt of such Drawings; provided, however that in case of a Major
Bridge or Structure, the aforesaid period of 15 (fifteen) days may be
extended upto 30 (thirty) days. In particular, such comments shall specify the
conformity or otherwise of such Drawings with the Scope of the Project and
Specifications and Standards.

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

4.3 The Authority’s Engineer shall review the Quality Assurance Plan submitted
by the Contractor and shall convey its comments to the Contractor within a
period of 21 (twenty-one) days stating the modifications, if any, required

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 177 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
thereto.

4.4 The Authority’s Engineer shall complete the review of the methodology
proposed to be adopted by the Contractor for executing the Works, and
convey its comments to the Contractor within a period of 10 (ten) days from
the date of receipt of the proposed methodology from the Contractor.

4.5 The Authority’s Engineer shall grant written approval to the Contractor,
where necessary, for interruption and diversion of the flow of traffic in the
existing lane(s) of the Project Highway for purposes of maintenance during
the Construction Period in accordance with the provisions of Clause 10.4.

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

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

4.8 The Authority’s Engineer shall conduct the pre-construction review of

manufacturer's test reports and standard samples of manufactured Materials,
and such other Materials as the Authority’s Engineer may require.

4.9 For determining that the Works conform to Specifications and Standards, the
Authority’s Engineer shall require the Contractor to carry out, or cause to be
carried out, tests at such time and frequency and in such manner as specified
in the Agreement and in accordance with Good Industry Practice for quality
assurance. For purposes of this Paragraph 4.9, the tests specified in the IRC
Special Publication-11 (Handbook of Quality Control for Construction of
Roads and Runways) and the Specifications for Road and Bridge Works
issued by MORTH (the “Quality Control Manuals”) or any
modification/substitution thereof shall be deemed to be tests conforming to
Good Industry Practice for quality assurance.

4.10 The Authority’s Engineer shall test check at least 20 (twenty) percent of the
quantity or number of tests prescribed for each category or type of test for
quality control by the Contractor.

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

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 178 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
4.12 In the event that results of any tests conducted under Clause 11.10 establish
any Defects or deficiencies in the Works, the Authority’s Engineer shall
require the Contractor to carry out remedial measures.

4.13 The Authority’s Engineer may instruct the Contractor to execute any work
which is urgently required for the safety of the Project Highway, whether
because of an accident, unforeseeable event or otherwise; provided that in
case of any work required on account of a Force Majeure Event, the
provisions of Clause 21.6 shall apply.

4.14 In the event that the Contractor fails to achieve any of the Project Milestones,
the Authority’s Engineer shall undertake a review of the progress of
construction and identify potential delays, if any. If the Authority’s Engineer
shall determine that completion of the Project Highway is not feasible within
the time specified in the Agreement, it shall require the Contractor to indicate
within 15 (fifteen) days the steps proposed to be taken to expedite progress,
and the period within which the Project Completion Date shall be achieved.
Upon receipt of a report from the Contractor, the Authority’s Engineer shall
review the same and send its comments to the Authority and the Contractor
forthwith.

4.15 The Authority’s Engineer shall obtain from the Contractor a copy of all the
Contractor’s quality control records and documents before the Completion
Certificate is issued pursuant to Clause 12.4.

4.16 Authority’s Engineer may recommend to the Authority suspension of the

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

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

4.18 The Authority’s Engineer shall carry out, or cause to be carried out, all the
Tests specified in Schedule-K and issue a Completion Certificate or
Provisional Certificate, as the case may be. For carrying out its functions
under this Paragraph 4.18 and all matters incidental thereto, the Authority’s
Engineer shall act under and in accordance with the provisions of Article 12
and Schedule-K.

5. Maintenance Period

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 179 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
5.1 The Authority’s Engineer shall aid and advise the Contractor in the
preparation of its monthly Maintenance Programme and for this purpose
carry out a joint monthly inspection with the Contractor.

5.2 The Authority’s Engineer shall undertake regular inspections, at least once
every month, to evaluate compliance with the Maintenance Requirements
and submit a Maintenance Inspection Report to the Authority and the
Contractor.

5.3 The Authority’s Engineer shall specify the tests, if any, that the Contractor
shall carry out, or cause to be carried out, for the purpose of determining that
the Project Highway is in conformity with the Maintenance Requirements. It
shall monitor and review the results of such tests and the remedial measures,
if any, taken by the Contractor in this behalf.

5.4 In respect of any defect or deficiency referred to in Paragraph 3 of Schedule-

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

5.5 The Authority’s Engineer shall examine the request of the Contractor for
closure of any lane(s) of the Project Highway for undertaking
maintenance/repair thereof, and shall grant permission with such
modifications, as it may deem necessary, within 5 (five) days of receiving a
request from the Contractor. Upon expiry of the permitted period of closure,
the Authority’s Engineer shall monitor the reopening of such lane(s), and in
case of delay, determine the Damages payable by the Contractor to the
Authority under Clause 14.5.

6 Determination of costs and time

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

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

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

7. Payments

7.1 The Authority’s Engineer shall withhold payments for the affected works for
which the Contractor fails to revise and resubmit the Drawings to the
Authority’s Engineer in accordance with the provisions of Clause 10.2.4 (d).

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 180 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
7.2 Authority’s Engineer shall -

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

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

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

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

8. Other duties and functions

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

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 181 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
9 Miscellaneous

9.1 A copy of all communications, comments, instructions, Drawings or

Documents sent by the Authority’s Engineer to the Contractor pursuant to
this TOR, and a copy of all the test results with comments of the Authority’s
Engineer thereon, shall be furnished by the Authority’s Engineer to the
Authority forthwith.

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

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

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

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

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 182 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
SCHEDULE - O

(See Clauses 19.4.1, 19.6.1, and 19.8.1)

Forms of Payment Statements

1. Stage Payment Statement for Works

The Stage Payment Statement for Works shall state:

(a) the estimated amount for the Works executed in accordance with
Clause 19.3.1 subsequent to the last claim;
(b) amounts reflecting adjustments in price for the aforesaid claim;
(c) the estimated amount of each Change of Scope Order executed
subsequent to the last claim;
(d) amounts reflecting adjustment in price, if any, for (c) above in
accordance with the provisions of Clause 13.2.3 (a);
(e) total of (a), (b), (c) and (d) above;
(f) Deductions:
(i) Any amount to be deducted in accordance with the provisions
of the Agreement except taxes;
(ii) Any amount towards deduction of taxes; and
(iii) Total of (i) and (ii) above.
(g) Net claim: (e) – (f) (iii);
(h) The amounts received by the Contractor upto the last claim:
(i) For the Works executed (excluding Change of Scope orders);
(ii) For Change of Scope Orders, and
(iii) Taxes deducted

2. Monthly Maintenance Payment Statement

The monthly Statement for Maintenance Payment shall state:

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

3. Contractor’s claim for Damages

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

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 183 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
SCHEDULE - P
(See Clause 20.1)

INSURANCE

1. Insurance during Construction Period

1.1 The Contractor shall effect and maintain at its own cost, from the Appointed
Date till the date of issue of the Completion Certificate, the following
insurances for any loss or damage occurring on account of Non Political
Event of Force Majeure, malicious act, accidental damage, explosion, fire
and terrorism:
(a) insurance of Works, Plant and Materials and an additional sum of [15
(fifteen)] per cent of such replacement cost to cover any additional
costs of and incidental to the rectification of loss or damage including
professional fees and the cost of demolishing and removing any part
of the Works and of removing debris of whatsoever nature; and
(b) insurance for the Contractor's equipment and Documents brought
onto the Site by the Contractor, for a sum sufficient to provide for
their replacement at the Site.

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

2. Insurance for Contractor's Defects Liability

The Contractor shall effect and maintain insurance cover for the Works from
the date of issue of the Completion Certificate until the end of the Defects
Liability Period for any loss or damage for which the Contractor is liable and
which arises from a cause occurring prior to the issue of the Completion
Certificate. The Contractor shall also maintain other insurances for
maximum sums as may be required under the Applicable Laws and in
accordance with Good Industry Practice.

3. Insurance against injury to persons and damage to property

3.1 The Contractor shall insure against its liability for any loss, damage, death or
bodily injury, or damage to any property (except things insured under
Paragraphs 1 and 2 of this Schedule or to any person (except persons insured
under Clause 20.9), which may arise out of the Contractor's performance of
this Agreement. This insurance shall be for a limit per occurrence of not less
than the amount stated below with no limit on the number of occurrences.
The insurance cover shall be not less than: Rs. 10Lakh

3.2 The insurance shall be extended to cover liability for all loss and damage to
the Authority's property arising out of the Contractor’s performance of this

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 184 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.
Agreement excluding:
(a) the Authority's right to have the construction works executed on,
over, under, in or through any land, and to occupy this land for the
Works; and

(b) damage which is an unavoidable result of the Contractor's obligations

to execute the Works.

4. Insurance to be in joint names

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

WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 185 of 187
 Tender Reference No:- WBPW(R)D/RFP NO-04/EPC of SE/WHC-I/2017-18
For Proposed Bridge over river Ajay, Construction, near Shibpur at Ch. 17.84 km of Muchipara-
Shibpur road (district of Paschim Burdwan) connecting Jaydev-Kenduli-Khagra road at Ch. 1.05
km (district of Birbhum) under Asansol Highway Division, PWD, West Bengal.

End of the Document

Signature Not Verified

Digitally signed by DIBYENDU
ACHARYYA
Date: 2017.12.07 12:13:44 IST
WESTERN HIGHWAY CIRCLE NO. I, P.W.(Roads) DIRECTORATE, GOVERNMENT OF WEST BENGAL Page 186 of 187
Location: West Bengal