Engineering Procurement and Construction (EPC)

Agreement For

“Treatment of 7 Nos of landslide location on NH

107 & 107A in the State of Uttarakhand under EPC
Mode in NH(O) Annual Plan 2023-24 ”

Ministry of Road Transport & Highways

(MoRT&H)

March 2024
 Table of Contents

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

Part II
Scope of Project
2 Scope of the Project
2.1 Scope of the Project

3 Obligations of the Authority

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

4 Obligations of the Contractor

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

5 Representations and Warranties

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

6 Disclaimer
6.1 Disclaimer

Part III
Construction and
Maintenance
7 Performance Security
7.1 Performance Security
Extension of Performance Security and Additional
7.2
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
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
Access to the Authority and the Authority’s
8.7
Engineer
8.8 Geological and archaeological finds

9 Utilities and Trees

9.1 Existing utilities and roads
9.2 Shifting of obstructing utilities
9.3 New utilities
9.4 Felling of trees
9.5 Dismantling of structures
9.6 Development Period

10 Design and Construction of the Project Highway

10.1 Obligations prior to commencement of Works
10.2 Design and Drawings
10.3 Construction of the Project Highway
10.4 Maintenance during Construction Period
10.5 Extension of time for completion
10.6 Incomplete Works
10.7 Maintenance Manual
10.8 As-Built Records
10.9 Contractor's Use of Authority’s Documents
11 Quality Assurance, Monitoring and Supervision
11.1 Quality of Materials and workmanship
11.2 Quality control system
11.3 Methodology
11.4 Inspection and technical audit by the Authority
11.5 External technical audit
11.6 Inspection of construction records
11.7 Monthly progress reports
11.8 Inspection
11.9 Samples
11.1 Tests
11.11 Examination of work before covering up
11.12 Rejection
11.13 Remedial work
11.14 Delays during construction
11.15 Quality control records and Documents
11.16 Video recording
11.17 Suspension of unsafe Construction Works
11.18 Staff and Labour

12 Completion Certificate
12.1 Tests on Completion
12.2 Completion Certificate
12.3 Rescheduling of Tests

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

14 Maintenance
14.1 Maintenance obligations of the Contractor
14.2 Maintenance Requirements
14.3 Maintenance Programme
14.4 Safety, vehicle breakdowns and accidents
14.5 Lane closure
Reduction of payment for non-performance of
14.6
Maintenance obligations
14.7 Authority’s right to take remedial measures
14.8 Restoration of loss or damage to Project Highway
14.9 Overriding powers of the Authority
 14.1 Taking over Certificate
15 Supervision and Monitoring during Maintenanc
15.1 Inspection by the Contractor
15.2 Inspection and payments
15.3 Tests
15.4 Reports of unusual occurrence

16 Traffic Regulation
16.1 Traffic regulation by the Contractor

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

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

Part IV
Financial Covenants
19 Payments
19.1 Contract Price
19.2 Advance Payment
19.3 Procedure for estimating the payment for the Works
19.4 Stage Payment Statement for Works
19.5 Stage Payment for Works
Monthly Maintenance Statement of the Project
19.6
Highway
19.7 Payment for Maintenance of the Project Highway
19.8 Payment of Damages
19.9 Time of payment and interest
19.1 Price adjustment for the Works
19.11 Restrictions on price adjustment
Price adjustment for Maintenance of Project
19.12
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
19.2 Bonus for early completion

20 Insurance
20.1 Insurance for Works and Maintenance
20.2 Notice to the Authority
20.3 Evidence of Insurance Cover
20.4 Remedy for failure to insure
20.5 Waiver of subrogation
20.6 Contractor’s waiver
20.7 Cross liabilities
20.8 Accident or injury to workmen
20.9 Insurance against accident to workmen
20.1 Application of insurance proceeds
20.11 Compliance with policy conditions
20.12 General Requirements of Insurance Policies

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

22 Suspension of Contractor’s Rights

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

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

Part VI
Other Provisions
24 Assignment and Charges
24.1 Restrictions on assignment and charges
24.2 Hypothecation of Materials or Plant

25 Liability and Indemnity

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

26 Dispute Resolution
26.1 Dispute Resolution
26.2 Conciliation
26.3 Arbitration
Adjudication by Regulatory Authority, Tribunal or
26.4
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
27.1 No partnership
27.11 Third parties
27.12 Successors and assigns
27.13 Notices
 27.14 Language
27.15 Counterparts
27.16 Confidentiality
27.17 Copyright and Intellectual Property rights
27.18 Limitation of Liability
27.19 Care and Supply of Documents
27.2 Authority’s Use of Contractor’s Documents.
27.21 Contractor’s Use of Authority’s Documents
27.22 Access to the Site by Others
27.23 Term
27.24 Amendments
27.25 Representation and Bribes
27.26 No Agency

Schedules
Schedule-A
Site of the Project
The Site
Annex-I Site
Dates for providing Right of Way of Construction
Annex-II Zone
Annex-III Alignment Plans
Annex-IV Environment Clearances

Schedule - B
Development of the Project Highway
1 Development of the Project Highway
2 [Rehabilitation and augmentation]
3 Specifications and Standards
Annex-I Description of [Two-Laning]

Schedule – C
Project Facilities
1 Project Facilities
2 Description of Project Facilities

Schedule – D
Specifications and Standards
1 Construction
2 Design Standards
Annex-I Specifications and Standards for Construction

Schedule – E
Maintenance Requirements
 Annex-I Repair/rectification of Defects and deficiencies
Schedule – F
Applicable Permits
Applicable Permits

Schedule – G
Annex-I Form of Bank Guarantee
Annex-II Form for Guarantee for Advance Payment

Schedule – H
Contract Price Weightages

Schedule – I
Drawings
1 Drawings
2 Additional Drawings

Schedule – J
Project Completion Schedule
1 Project Completion Schedule
2 Project Milestone-I
3 Project Milestone-II
4 Project Milestone-III
5 Scheduled Completion Date
6 Extension of time

Schedule – K
Tests on Completion
1 Schedule for Tests
2 Tests
3 Agency for conducting Tests
4 Completion Certificate

Schedule – L
Completion Certificate

Schedule – M
Payment Reduction for Non-Compliance
1 Payment reduction for non-compliance with the
2 Maintenance Requirements
Percentage reductions in lump sum payments on
3 monthly basis

Schedule – N
 Selection of Authority’s Engineer
1 Selection of Authority’s Engineer
2 Terms of Reference
Appointment of Government entity as Authority’s
3 Engineer
Annex-I Terms of Reference for Authority’s Engineer

Schedule – O
Forms of Payment Statements
1 Stage Payment Statement for Works
2 Monthly Maintenance Payment Statement
3 Contractor’s claim for Damages

Schedule – P
Insurance
1 Insurance during Construction Period
2 Insurance for Contractor's Defects Liability
Insurance against injury to persons and damage to
3 property
4 Insurance to be in joint names

Schedule-Q
Tests on Completion of Maintenance Period
1 Riding Quality test:
2 Visual and physical test:

Schedule-R
Taking Over Certificate

Schedule-S
Procedure for Dispute Resolution Board
 Part I
Preliminary
 Engineering, Procurement and Construction Agreement

THIS AGREEMENT1 is entered into on this the ……….. day of ………, 20…..

Between

The P r e s i d e n t of India t h r o u g h the Ministry of Road Transport & Highways,

Government of India represented by:

Chief Engineer (NH)) PWD, State of Uttarakhand; Nirman Bhawan, Yamuna

colony Dehradun, Uttarakhand represented by:
Superintending Engineer, NH 10th Circle, PWD, Dehradun, Uttarakhand

(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

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

Whereas:

A. The Ministry of Road Transport & Highways, Government of India entrusted

Treatment of 7 Nos of landslide location on NH 107 & 107A in the State of
Uttarakhand under EPC Mode in NH(O) Annual Plan 2023-24.

B. The Authority has resolved to “Treatment of 7 Nos of landslide location on NH 107 &
107A in the State of Uttarakhand under EPC Mode in NH(O) Annual Plan 2023-24 ”
in accordance with the terms and conditions to be set forth in an agreement to be entered into.

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

D. After evaluation of the bids received, the Authority accepted the bid of the selected bidder and
issued its Letter of Acceptance No.<insert details>dated<insert date> (here in after called
the“LOA”) to the selected bidder for Treatment of 7 Nos of landslide location on NH
107 & 107A in the State of Uttarakhand under EPC Mode in NH(O) Annual Plan
2023-24 . at the Contract Price specified here in after, requiring the selected bidder to inter alia:

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

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

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

The following documents attached hereto shall be deemed to form an integral part of this
Contract:

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
 Article 1

Definitions and Interpretations

1.1 Definitions

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

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

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

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

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

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

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

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

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

certificates, consents, approvals and exemptions required to be obtained or maintained under
Applicable Laws in connection with the construction, operation and maintenance of the Project
Highway during the subsistence of this Agreement;
“Appointed Date” means the date declared by the Authority as the project commencement
date with the consent of the contractor, as per the process prescribed in Article 3 and 8 of this
Agreement;

“Arbitration Act” means the Arbitration and Conciliation Act, 1996, with all its subsequent
amendments;
“Authority” shall have the meaning attributed thereto in the array of Parties hereinabove as set
forth in the Recitals;

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

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

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

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

“Bank” m e an s a bank incorporated in India and recognized by the Reserve Bank of

India

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

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

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

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

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

(a) the enactment of any new Indian law;

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

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

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

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

“Change of Scope Order” shall have the meaning set forth in Clause 13.2 (iv);
“Completion Certificate” shall have the meaning set forth in Clause 12.2;

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

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

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

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

“Contractor” shall h ave the mean i n g attributed thereto in the array of Parties hereinabove
as set forth in the Recitals;

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

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

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

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

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

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

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

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

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

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

tapes, discs, drawings, computer programmes, writings, reports, photographs, films, cassettes, or
expressed in any other written, electronic, audio or visual form;
“Emergency” means a condition or situation that is likely to endanger the safety or security
of the individuals on or about the Project Highway, including Users thereof, or which poses an
immediate threat of material damage to any of the Project Assets;

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

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

“EPC” means engineering, procurement and construction;

“Final Payment Certificate” shall have the meaning set forth in Clause 19.15;

“Final Payment Statement” shall have the meaning set forth in Clause 19.13;

“Force Majeure ” or “Force Majeure Event” shall have the meaning ascribed to it in
Clause 21.1;

“GAD” o r “ General Arrangement Drawings” shall have the meaning set forth in
Clause 3.1 (iii) (b);

“GOI” or “Government” means the Government of India;

“Good Industry Practice” means the practices, methods, techniques, designs, standards,
skills, diligence, efficiency, reliability and prudence which are generally and reasonably expected
from a reasonably skilled and experienced contractor engaged in the same type of undertaking as
envisaged under this Agreement and which would be expected to result in the performance
of its obligations by the Contractor in accordance with this Agreement, Applicable Laws and
Applicable Permits in reliable, safe, economical and efficient manner;

“Government Instrumentality” means any department, division or sub- division of the

Government or the State Government and includes any commission, board, authority, agency or
municipal and other local authority or statutory body including panchayat under the control of
the Government or the State Government, as the case may be, and having jurisdiction over all
or any part of the Project Highway or the performance of all or any of the services or
obligations of the Contractor under or pursuant to this Agreement;

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

“IRC” means the Indian Roads Congress;

“Indemnified Party” means the Party entitled to the benefit of an indemnity pursuant to Article
25;

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

“Indirect Political Event” shall have the meaning set forth in Clause 21.3;
“Insurance Cover” means the aggregate of the maximum sums insured under the insurance
taken out by the Contractor pursuant to Article 20, and includes all insurances required to be
taken out by the Contractor under Clauses 20.1 and 20.9 but not actually taken, and when used
in the context of any act or event, it shall mean the aggregate of the maximum sums insured and
payable or deemed to be insured and payable in relation to such act or event;

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

“Interim Payment Certificate” or “IPC” means the interim payment certificate issued by the
Authority’s Engineer for payment to the Contractor in respect of Contractor’s claims for payment
raised in accordance with the provisions of this Agreement;

“Joint Venture” means the group of entities which have come together for implementation of
this Project;

“Lead Member” shall, in the case of a joint venture, mean the member of such joint venture
who shall have the authority to bind the contractor and each member of the Joint venture; and
shall be deemed to be the Contractor for the purposes of this Agreement; the Lead Member
shall itself undertake and perform at least 51% (fifty one per cent) of the total length of the
Project Highway;

“LOA” o r “Letter of Acceptance” means the letter of acceptance issued by the Authority as
referred to in Recital (D);

“Maintenance” means the maintenance of the Project Highway as set forth in Article 14 for
the period specified therein;

“Maintenance Inspection Report” shall have the meaning set forth in Clause 15.2;

“Maintenance Manual” shall have the meaning ascribed to it in Clause 10.7;

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

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

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

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

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

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

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

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

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

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

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

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

meaning set forth in Clause 7.1;

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

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

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

“Project” means the construction and maintenance of the Project Highway in accordance
with the provisions of this Agreement, and includes all works, services and equipment
relating to or in respect of the Scope of the Project;

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

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

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

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

Project Highway” means the Site comprising the existing road{,proposed bypasses and
tunnels}forming part of Treatment of 7 Nos of landslide location on NH 107 & 107A
in the State of Uttarakhand under EPC Mode in NH(O) Annual Plan 2023-24 . all
Project Assets, and its subsequent development and augmentation in accordance with this
Agreement;
“Project Milestone” means the project milestone set forth in Schedule-J;

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

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

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

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

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

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

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

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

“Scheduled Construction Period” means the period commencing from the

Appointed Date and ending on Scheduled Completion Date;

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

“Section” means a part of the Project Highway;

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

“Specifications and Standards” means the specifications and standards relating to the
quality, quantity, capacity and other requirements for the Project Highway, as set forth in
Schedule-D, and any modifications thereof, or additions thereto, as included in the design and
engineering for the Project Highway submitted by the Contractor to, and expressly approved by,
the Authority;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“WPI” means the wholesale price index for various commodities as published by the Ministry
of Commerce and Industry, GOI and shall include any index which substitutes the
WPI, and any reference to WPI shall, unless the context otherwise requires, be construed as a
reference to the WPI published for the period ending with the preceding month.

1.2 Interpretation
(i) In this Agreement, unless the context otherwise requires,

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

amendment or re-enactment or consolidation of such legislation or any provision thereof
so far as such amendment or re-enactment or consolidation applies or is capable of
applying to any transaction entered into hereunder;
(b) references to laws of India or Indian law or regulation having the force of law shall
include the laws, acts, ordinances, rules, regulations, bye laws or notifications which
have the force of law in the territory of India and as from time to time may be amended,
modified, supplemented, extended or re- enacted;
(c) references to a “person” and words denoting a natural person shall be construed
as a reference to any individual, firm, company, corporation, society, trust,
 government, state or agency of a state or any association or partnership (whether or not
having separate legal personality) of two or more of the above and shall include
successors and assigns;
(d) the table of contents, headings or sub-headings in this Agreement are for
convenience of reference only and shall not be used in, and shall not affect, the
construction or interpretation of this Agreement;
(e) the words “include” and “including” are to be construed without limitation and shall
be deemed to be followed by “without limitation” or “but not limited to” whether or not
they are followed by such phrases;
(f) references to “construction” or “building” include, unless the context
otherwise requires, survey and investigation, design, developing, engineering,
procurement, supply of plant, materials, equipment, labour, delivery, transportation,
installation, processing, fabrication, testing, and commissioning of the Project
Highway, including maintenance during the Construction Period, removing of defects, if
any, and other activities incidental to the construction and “construct” or “build” shall be
construed accordingly;
(g) references to “development” include, unless the context otherwise requires,
construction, renovation, refurbishing, augmentation, up- gradation and other activities
incidental thereto during the Construction Period, and “develop” shall be construed
accordingly;
(h) any reference to any period of time shall mean a reference to that according to
Indian standard time;
(i) any reference to day shall mean a reference to a calendar day;
(j) references to a “business day” shall be construed as a reference to a day (other
than a Sunday) on which banks in Delhi are generally open for business;
(k) any reference to month shall mean a reference to a calendar month as per the
Gregorian calendar;
(l) references to any date, period or Project Milestone shall mean and include such date,
period or Project Milestone as may be extended pursuant to this Agreement;
(m) any reference to any period commencing “from” a specified day or date and “till” or
“until” a specified day or date shall include both such days or dates; provided that if the
last day of any period computed under this Agreement is not a business day, then the
period shall run until the end of the next business day;
(n) the words importing singular shall include plural and vice versa;
(o) references to any gender shall include the other and the neutral gender;
(p) “lakh” means a hundred thousand (100,000) and “crore” means ten million
(10,000,000);
(q) “indebtedness” shall be construed so as to include any obligation (whether incurred
as principal or surety) for the payment or repayment of money, whether present or
future, actual or contingent;
(r) references to the “winding-up”, “dissolution”, “insolvency”, or
 “reorganisation” of a company or corporation shall be construed so as to include
any equivalent or analogous proceedings under the law of the jurisdiction in which such
company or corporation is incorporated or any jurisdiction in which such company or
corporation carries on business including the seeking of liquidation, winding-up,
reorganisation, dissolution, arrangement, protection or relief of debtors;
(s) save and except as otherwise provided in this Agreement, any reference, at any time,
to any agreement, deed, instrument, licence or document of any description shall be
construed as reference to that agreement, deed, instrument, licence or other document
as amended, varied, supplemented, modified or suspended at the time of such
reference; provided that this Clause shall not operate so as to increase liabilities or
obligations of the Authority hereunder or pursuant hereto in any manner whatsoever;
(t) any agreement, consent, approval, authorisation, notice, communication,
information or report required under or pursuant to this Agreement from or by any
Party or the Authority’s Engineer shall be valid and effective only if it is in writing under
the hand of a duly authorised representative of such Party or the Authority’s Engineer, as
the case may be, in this behalf and not otherwise;
(u) the Schedules and Recitals to this Agreement form an integral part of this
Agreement and will be in full force and effect as though they were expressly set out in
the body of this Agreement;
(v) references to Recitals, Articles, Clauses, Sub-clauses or Schedules in this
Agreement shall, except where the context otherwise requires, mean references to
Recitals, Articles, Clauses, Sub-clauses and Schedules of or to this Agreement, and
references to a Paragraph shall, subject to any contrary indication, be construed as a
reference to a Paragraph of this Agreement or of the Schedule in which such reference
appears;
(w) the damages payable by either Party to the other of them, as set forth in this
Agreement, whether on per diem basis or otherwise, are mutually agreed genuine pre-
estimated loss and damage likely to be suffered and incurred by the Party entitled to
receive the same and are not by way of penalty or liquidated damages (the “Damages”);
and
(x) time shall be of the essence in the performance of the Parties’ respective
obligations. If any time period specified herein is extended for the reasons specified in
the Agreement, such extended time shall also be of the essence.

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

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

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

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

1.4 Priority of agreements and errors/discrepancies

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

(a) this Agreement; and

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

(ii) Subject to the provisions of Clause 1.4 (i), in case of ambiguities or discrepancies within
this Agreement, the following shall apply:

(a) between two or more Clauses of this Agreement, the provisions of a specific Clause
relevant to the issue under consideration shall prevail over those in other Clauses;
(b) between the Clauses of this Agreement and the Schedules, the Clauses shall prevail
and between Schedules and Annexes, the Schedules shall prevail;
(c) between any two Schedules, the Schedule relevant to the issue shall prevail;
(d) between the written description on the Drawings and the Specifications and
Standards, the latter shall prevail;
(e) between the dimension scaled from the Drawing and its specific written
dimension, the latter shall prevail; and
(f) between any value written in numerals and that in words, the latter shall prevail.

1.5 Joint and several liability

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

(a) these persons shall, without prejudice to the provisions of this Agreement or any other
agreement, be deemed to be jointly and severally liable to the Authority for the
performance of the Agreement; and
(b) the Contractor shall ensure that no change in the composition of the Joint
Venture is effected without the prior consent of the Authority.
(ii) Without prejudice to the joint and several liability of all the members of the Joint Venture,
the Lead Member shall represent all the members of the Joint Venture and shall always be liable
and responsible for discharging the functions and obligations of the Contractor. The Contractor
shall ensure that each member of the Joint Venture shall be bound by any decision,
communication, notice, action or inaction of the Lead Member on any matter related to this
Agreement and the Authority shall be entitled to rely upon any such action, decision or
communication of the Lead Member. The Authority shall have the right to release payments
solely to the Lead Member and shall not in any manner be responsible or be held liable for
the inter se allocation of payments among members of the Joint venture.6

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

Scope of Project
 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.
 Article 3

Obligations of the Authority

3.1 Obligations of the Authority

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

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

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

(a) No less than 90% (ninety per cent) of the required Right of Way of the
Construction Zone of total length of the Project Highway within a period of 30 (thirty)
days from the date of this Agreement, which shall be in contiguous stretches of length
not less than 5 (five) kilometre.
(b) approval of the general arrangement drawings (the “GAD”) from railway
authorities to enable the Contractor to construct road over- bridges/ under- bridges at
level crossings on the Project Highway in accordance with the Specifications and
Standards, and subject to the terms and conditions specified in such approval, within
a period of 60 (sixty) days from the Appointed Date, and reimbursement of all the costs
and expenses paid by the Contractor to the railway authorities for and in respect of
the road over- bridges/ under bridges; and7
(c) all environmental clearances as required under Clause 4.3.8

(iv) Delay in providing the Right of Way or approval of GAD by railway authorities, as the case
may be, in accordance with the provisions of Clause 3.1 (iii) shall entitle the Contractor to
Damages in a sum calculated in accordance with the provisions of Clause 8.3 of this
Agreement and Time Extension in accordance with the provisions of Clause 10.5 of this
Agreement. For the avoidance of doubt, the Parties agree that the Damages for delay in approval
of GAD by the railway authorities for a particular road over-bridge/ under-bridge shall be
deemed to be equal to the Damages payable under the provisions of Clause 8.3 for delay in
providing Right of Way for a length of 2 (two) kilometre for each such road over-bridge/ under-
bridge.

7 Clause (b) may be omitted if the Project does not include a road over-bridge/under-bridge.
8 Clause 3.1 (iii) (c) may be suitably modified in the event that all the environmental clearances
for the Project Highway have been received or are not required. It should be clearly stated that all the
environmental clearances for the Project Highway have been received; or such environmental clearances
for the Project Highway are not required.
(v) Notwithstanding anything to the contrary contained in this Agreement, the Parties expressly
agree that the aggregate Damages payable under Clauses 3.1 (iv), 8.3 and
9.5 shall not exceed 1% (one per cent) of the Contract Price. For the avoidance of
doubt, the Damages payable by the Authority under the aforesaid Clauses shall not be additive if
they arise concurrently from more than one cause but relate to the same part of the Project
Highway.

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

(vi) The Authority agrees to provide support to the Contractor and undertakes to observe, comply
with and perform, subject to and in accordance with the provisions of this Agreement and the
Applicable Laws, the following:

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

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

3.3 Environmental Clearances

The Authority represents and warrants that the environmental clearances required for
construction of the Project shall be procured by the Authority prior to the date of issue of LOA.
For the avoidance of doubt, the present status of environmental clearances is specified in
Schedule-A.9

3.4 Deemed Termination upon delay

Without prejudice to the provisions of Clauses 8.3, and subject to the provisions of Clause 7.3,
the Parties expressly agree that in the event the Appointed Date does not occur, for any reason
whatsoever, within 90 days of signing of the Agreement and submission of the full Performance
Security by the Contractor, the Agreement shall be deemed to have been terminated. The
Authority shall pay damages to the Contractor equivalent to 1% of the Contract Price (3% in
case of standalone bridge projects). All other rights, privileges, claims and entitlements of the
Contractor under or arising out of this Agreement shall be deemed to have been waived by, and
to have ceased. The Contractor shall hand over all information in relation to the Highway,
including but not limited to any data, designs, drawings, structures, information, plans,
etc. prepared by them for the Highway, to the Authority.

Clause 3.3 may be suitably modified in the event that all the environmental clearances for the Project
Highway have been received or are not required. It should be clearly stated that all the environmental
clearances for the Project Highway have been received; or such environmental clearances for the Project
Highway are not required.
 Article 4

Obligations of the Contractor

4.1 Obligations of the Contractor

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

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

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

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

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

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

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

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

Instrumentalities with such particulars and details as may be required for obtaining
Applicable Permits set forth in Schedule-F and obtain and keep in force and effect such
Applicable Permits in conformity with the Applicable Laws;
(b) procure, as required, the appropriate proprietary rights, licences, agreements and
permissions for Materials, methods, processes and systems used or incorporated into the
Project Highway;
(c) make reasonable efforts to maintain harmony and good industrial relations among the
personnel employed byit or its Sub-contractors in connection with the performance of its
obligations under this Agreement;
(d) ensure and procure that its Sub-contractors comply with all Applicable Permits and
Applicable Laws in the performance by them of any of the Contractor’s obligations
 under this Agreement;
(e) not do or omit to do any act, deed or thing which may in any manner violate any
provisions of this Agreement;
(f) support, cooperate with and facilitate the Authority in the implementation and
operation of the Project in accordance with the provisions of this Agreement;
(g) ensure that the Contractor and its Sub-contractors comply with the safety and welfare
measures for labour in accordance with the Applicable Laws and Good Industry
Practice;
(h) keep, on Site, a copy of this Agreement, publications named in this Agreement, the
Drawings, Documents relating to the Project, and Change of Scope orders and other
communications given under this Agreement. The Authority’s Engineer and its
authorised personnel shall have the right of access to all these documents at all
reasonable times;
(i) cooperate with other contractors employed by the Authority and personnel of any public
authority; and
(j) not interfere unnecessarily or improperly with the convenience of the public, or the
access to and use and occupation of all roads and footpaths, irrespective of
whether they are public or in the possession of the Authority or of others.

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

(ix) The Contractor shall obtain and maintain a project related bank account operational at site
where all transactions related to the payment of work will be done. The Contractor shall submit a
monthly account statement and a detailed report on utilization of funds transferred to this project
related bank account to Authority’s Engineer. Notwithstanding anything contrary to this
agreement, the authority, in the interest and to ensure timely completion of the work, reserves the
right to audit such bank accounts to ensure that there is no diversion of funds from this project
specific account to any other project being implemented by the Contractor.

(x) The C o n t r a ct or s h a l l provide the documents of the Contractor specified in the

Agreement, and all Contractors' personnel; Goods, consumables and other things and services,
whether of a temporary or permanent nature, required in and for the execution, completion of
Works and remedying defects.

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

(xii) The Contractor shall carry out such work incidental and contingent to the original
Scope of the Project to comply with Good Industry Practices.
(xiii) The Contractor shall maintain required staff and necessary Contractor’s equipment and
materials within the reach of the Site during the Defects Liability Period so that any defects
arising are promptly attended.

4.2 Obligations relating to sub-contracts and any other agreements

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

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

(iii) In the event any sub-contract referred to in Clause 4.2 (ii) relates to a Sub- contractor who has,
over the preceding 3 (three) years, not undertaken at least one work of a similar nature with a
contract value exceeding 40% (forty per cent) of the value of the sub-contract to be awarded
hereunder, and received payments in respect thereof for an amount equal to at least such 40%
(forty per cent), the Authority may, no later
than 15 (fifteen) business days from the date of receiving the communication from the
Contractor, require the Contractor not to proceed with such sub-contract, and the Contractor shall
comply therewith without delay or demur.
(iv) It is expressly agreed that the Contractor shall, at all times, be responsible and liable for all its
obligations under this Agreement notwithstanding anything contained in the agreements with its
Sub-contractors or any other agreement that may be entered into by the Contractor, and no
default under any such agreement shall excuse the Contractor from its obligations or liability
under this Agreement. However, in case of non-compliance of the Contractor towards his
obligations for payments to the approved Sub-contractor(s), which is likely to affect the progress
of works, the authority reserves the right to intervene and direct the Contractor to release such
outstanding payments to approved Sub-contractor(s) out of the payments due for the completed
Works in the interest of work.
4.3 Employment of foreign nationals

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

4.4 Contractor’s personnel

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

(ii) The Authority’s Engineer may, for reasons to be specified in writing, direct the
Contractor to remove any member of the Contractor’s or Sub-contractor’s personnel. Provided
that any such direction issued by the Authority’s Engineer shall specify the reasons for the
removal of such person.
(iii) The Contractor shall on receiving such a direction from the Authority’s Engineer order for
the removal of such person or persons with immediate effect. It shall be the duty of the
Contractor to ensure that such persons are evicted from the Site within 10 (ten) days of any such
direction being issued in pursuance of Clause 4.4 (ii). The Contractor shall further ensure that
such persons have no further connection with the Works or Maintenance under this Agreement.
The Contractor shall then appoint (or cause to be appointed) a replacement.

4.5 Advertisement on Project Highway

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

4.6 Contractor's care of the Works

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

4.7 Electricity, water and other services

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

4.8 Unforeseeable difficulties

Except as otherwise stated in the Agreement:

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

4.9 Co-ordination of the Works

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

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

(a) any other contractors employed by the Authority; (b)

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

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

4.11 Site Data

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

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

4.12 Sufficiency of Contract Price

The Contractor shall have satisfied itself as to the correctness and sufficiency of the Contract
Price. The Contract Price shall cover all its obligations under the Agreement, in addition to all
risks the Contractor has agreed to undertake under the Agreement, including those associated
with the performance of its obligations under the Agreement and all things necessary for the
provision of the Works in a manner satisfactory to the Authority and in accordance with this
Agreement.

4.13 Clearance of the Site

During the provision of the Works, and as a pre-condition to the issue of the Taking- Over
Certificate, the Contractor shall clear away and remove from the Site, all Contractor's equipment,
surplus material, wreckage, rubbish and temporary Works, and shall keep the Site free from all
unnecessary obstructions, and shall not store or dispose of any Contractor's equipment or
surplus materials on the Site. The Contractor shall promptly clear away and remove from
the Site any wreckage, rubbish or temporary Works no longer required and leave the Site and
the Works in a clean and safe condition to the sole satisfaction of the Authority.
4.14 Obligations relating to Local Content
The Contractor [Class I Local Supplier/ Class II Local Supplier/Non Local Supplier] undertakes to
ensure minimum Local Content in the Project Highway of at least [50%/20%] duly complying
with the provisions of Department for Promotion of Industry and Internal Trade, Ministry of
Commerce and Industry, Government of India Order No. P-45021/2/2017-PP (BE-II) dated
September 16,2020, as amended or modified till Bid Due Date and the provisions under Rule 144
(xi) of GFR, 2017.
 Article 5

Representations and Warranties

5.1 Representations and warranties of the Contractor

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

(a) it is duly organised and validly existing under the laws of India, and has full power
and authority to execute and perform its obligations under this Agreement and to carry
out the transactions contemplated hereby;
(b) it has taken all necessary corporate and/or other actions under Applicable Laws to
authorise the execution and delivery of this Agreement and to validly exercise its rights
and perform its obligations under this Agreement;
(c) this Agreement constitutes its legal, valid and binding obligation, enforceable against it
in accordance with the terms hereof, and its obligations under this Agreement will be
legally valid, binding and enforceable against it in accordance with the terms hereof;
(d) it is subject to the laws of India, and hereby expressly and irrevocably waives any
immunity in any jurisdiction in respect of this Agreement or matters arising
thereunder including any obligation, liability or responsibility hereunder;
(e) the information furnished in the Bid, Request for Qualification and Request for Proposals
or otherwise and as updated on or before the date of this Agreement is true and
accurate in all respects as on the date of this Agreement;
(f) the execution, delivery and performance of this Agreement will not conflict with, or
result in the breach of, or constitute a default under, or accelerate performance required
by any of the terms of its memorandum and articles of association or any Applicable
Laws or any covenant, contract, agreement, arrangement, understanding, decree or
order to which it is a party or by which it or any of its properties or assets is bound
or affected;
(g) there are no actions, suits, proceedings, or investigations pending or, to its
knowledge, threatened against it at law or in equity before any court or before any other
judicial, quasi-judicial or other authority, the outcome of which may result in the breach
of this Agreement or which individually or in the aggregate may result in any material
impairment of its ability to perform any of its obligations under this Agreement;
(h) it has no knowledge of any violation or default with respect to any order, writ, injunction
or decree of any court or any legally binding order of any Government Instrumentality
which may result in any material adverse effect on its ability to perform its obligations
under this Agreement and no fact or circumstance exists which may give rise to
such proceedings that would adversely affect the performance of its obligations under
this Agreement;
(i) it has complied with Applicable Laws in all material respects and has not been subject to
any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the
aggregate have or may have a material adverse effect on its ability to perform its
obligations under this Agreement;
 (j) no representation or warranty by it contained herein or in any other document
furnished by it to the Authority or to any Government Instrumentality in relation to
Applicable Permits contains or will contain any untrue or misleading statement of
material fact or omits or will omit to state a material fact necessary to make such
representation or warranty not misleading;
(k) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any
person by way of fees, commission or otherwise for securing the contract or
entering into this Agreement or for influencing or attempting to influence any officer or
employee of the Authority in connection therewith;
(l) nothing contained in this Agreement shall create any contractual relationship or
obligation between the Authority and any Sub- contractors, designers, consultants or
agents of the Contractor;
(m) it is adequately financed has the requisite knowledge, expertise, technical know-
how, experience, resources, infrastructure, licenses, patents, copy rights, for
designing, supplying/ procuring the goods and materials, and for providing the
installation and construction services required for completing the construction of the
Project Facilities; and

(ii) it represents the Authority that:

(a) it owns or has the right to use all “Intellectual Property” necessary to perform
the contractual obligations and to carry on the Works without conflict with the
right of others;
(b) All intellectual property rights necessary to perform the contractual
obligations and to carry on the Works are in full force and effect and are vested in,
and beneficially owned by the Contractor, and are free from encumbrances.
(c) None of the intellectual property rights is being used, claimed, or posed or attacked
by any other person, nor does the use of such intellectual property rights or any part of
them infringe the intellectual property rights owned or enjoyed by any third party.
(d) None of the intellectual property rights owned or used by the Contractor is the subject
of any claim, opposition, attack, assertion or other arrangement of whatsoever nature
which does or may impinge upon their use, validity, enforceability or ownership by the
Parties, and there are no grounds or other circumstances which may give rise to the same.
(e) No licenses or registered user or other rights have been granted or agreed to be granted
to any third party in respect of such intellectual property rights.
(f) No act has been done or has been omitted to be done to entitle any authority or person
to cancel, forfeit or modify any intellectual property rights.
(g) The Contractor shall notify the Authority of any adverse use of the intellectual property
rights or confusingly or deceptively similar to the intellectual property rights.
(h) The Contractor shall recognize the Authority’s ownership and title to the
intellectual property rights and shall not at any time, either directly or indirectly, put to
issue the validity or ownership of the intellectual property rights and it will not do any
act or thing, either directly or indirectly, which in anyway impairs the validity and
ownership of the intellectual property rights.
 (i) The Contractor shall, promptly execute, acknowledge and deliver all documents which are
requested by Authority to record with appropriate governmental agencies and authorities
the fact that the Authority has the right to the use of the said intellectual property rights.
(j) The Contractor shall not, for any reason, object to, or interfere in any way with the
ownership, registration or use of the intellectual property rights by the Authority (or its
licensee or assigns) for any purpose whatsoever.

(iii) The Contractor is fully aware that the Agreement is inter linked with the other Project contracts
and the non-performance or deficient performance or default by the Contractor and/or any of the
Contractor’s personnel or Subcontractors under one among the said contracts will have bearing
on the other contracts and the evaluation of the Contractor’s performance under the Agreement
and the Project itself.

(iv) If at any time during the Defects Liability Period any item of the Works or Project Facilities
or any part thereof, do not conform to the Authority requirements and Specifications and
Standards, on being so notified by the Authority, the Contractor shall promptly rectify/remedy
such nonconformity to the satisfaction of the Authority solely at the Contractor's expense; failing
which the Authority may reject or revoke Taking-Over Certificate, and the Authority may
proceed to correct the Contractor's nonconforming Work by the most expeditious means
available, the costs of which shall be to the Contractor's account; or the Authority may retain
the non-conforming Work and an equitable adjustment reducing the total Contract Price to reflect
the diminished value of such non-conforming Work will be made by written amendment.

(v) In addition to the other warranties, the Contractor represents and warrants as follows:

(a) The Contractor has (or, if the technology does not currently exist, will have granted at
the time of passing to The Employer) in and to the technology used in the equipment,
materials, goods, Works, Contractor's documents, Drawings and Manuals
(“Technology") -
i. all right, title and interest free of any lien, claim or restriction; and
ii. right to grant to the Authority the right to use the Technology for the purpose of this
contract, free of any lien, claim or restriction and on the terms of license as required.
(b) The Contractor has granted (or, if the technology does not currently exist, will grant at
the time of passing to the Authority the property and title in and to the equipment,
materials, goods, Works, spares, Contractor's documents, Drawings and Manuals in
which it is used) to the Authority the right to use the Technology, free of any lien, claim
or restriction.
(vi) In addition to the other Warranties, the Contractor represents and warrants as follows:

(a) No Technology contains any worm (i.e., a program that travels from one
computer to another computer but does not attach itself to the operating system of
the computer it enters), virus (i.e., a program that travels from one computer to another
computer that attaches itself to the operating system it enters) or self-destruct capability.
(b) The Technology will not abnormally end or provide invalid or incorrect results as
a result of date-dependent data.
(c) The Technology can accurately recognize, manage, accommodate, and
 manipulate date-dependent data, including single and multi-century formulas and leap
years.

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

(viii) Till date the services of the Contractor has not been terminated by any person for any breach or
non-performance or negligence by the Contractor.

5.2 Representations and warranties of the Authority

The Authority represents and warrants to the Contractor that:

(a) it has full power and authority to execute, deliver and perform its obligations under this
Agreement and to carry out the transactions contemplated herein and that it has taken all
actions necessary to execute this Agreement, exercise its rights and perform its
obligations, under this Agreement;
(b) it has taken all necessary actions under the Applicable Laws to 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
(h) it has procured Right of Way and environment clearances such that the
Contractor can commence construction forthwith on 90% (ninety per cent) of the total
length of the Project Highway.

5.3 Disclosure

In the event that any occurrence or circumstance comes to the attention of either Party that
renders any of its aforesaid representations or warranties untrue or incorrect, such Party shall
immediately notify the other Party of the same. Such notification shall not have the effect of
remedying any breach of the representation or warranty that has been found to be untrue or
incorrect nor shall it adversely affect or waive any obligation of either Party
under this Agreement.
 Article 6

Disclaimer

6.1 Disclaimer

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

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

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

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

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

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

Construction and Maintenance

 Article 7

Performance Security

7.1 Performance Security

(i) (A) Within 30 (thirty) days of receipt of Letter of Acceptance, the selected Bidder shall
furnish to the Authority an irrevocable and unconditional guarantee from a Bank in
the form set forth in Annex-I of Schedule-G (the “Performance Security”) for an
amount equal to 5% (Five percent) of its Bid Price. In case of bids mentioned below,
the Selected Bidder, along with the Performance Security, shall also furnish to the
Authority an irrevocable and unconditional guarantee from a Bank in the same form
given at Annex-I of Schedule-G towards an Additional Performance Security (the
“Additional Performance Security”) for an amount calculated as under:.
a) If the Bid price offered by the selected bidder is lower than 20% of the estimated
project cost/cost put to tender, the additional performance security shall be
calculated @20% of the difference in the (i) Estimated Project Cost (as mentioned in
RFP)-20% of the Estimated Project Cost and
(ii) the Bid price offered by the selected Bidder.
b) Maximum limit of additional performance security shall be limited to 3% of the Bid
price offered by the selected bidder. This Additional Performance Security shall be
treated as part of the Performance Security.
c) The Additional performance security shall be treated as part of the performance
security.

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

(ii) The Selected Bidder has the option to provide 50% of thePerformance Security and 50%
of the Additional Performance Security, if any, within 30 (thirty) days of receipt of Letter
of Acceptance, in any case before signing of the Contract Agreement and the remaining
Performance Security and Additional Performance Security, if any, shall be submitted
within 30 days of signing of this agreement.
(iii) In the event the Selected Bidder fails to provide the remaining Performance Security as
prescribed herein, it may seek extension of time for a further period upto 60 days by paying the
Damages upfront along with the request letter seeking the extension. The Damages shall be the
sum calculated at the rate of 0.01% (zero point zero one per cent) of the Bid Price offered by the
Selected Bidder for each day until the Performance Security and Additional Performance
Security is provided in full as prescribed herein. The damages at full rate as given above shall be
applicable even if a part of the Performance Security and Additional Performance Security is
provided.
(iv) For avoidance of any doubt, in case of failure of submission of Performance Security and
additional performance security within the additional 60 days’ time period, the award shall be
 deemed to be cancelled/ withdrawn and the Bid Security shall be encashed and the proceeds
thereof appropriated by the Authority. Thereupon all rights, privileges, claims and entitlements of
the Contractor under or arising out of the Award shall be deemed to have been waived by, and to
have ceased with the concurrence of the Contractor, and the Award shall be deemed to have
been withdrawn by the Authority

7.2 Extension of Performance Security and Additional Performance Security

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

7.3 Appropriation of Performance Security

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

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

7.4 Release of Performance Security

(i) The Authority shall return the Performance Security to the Contractor within 60 (sixty)
days of the expiry of the Maintenance Period or the Defects Liability Period, whichever is
later, under this Agreement. Notwithstanding the aforesaid, the Parties agree that the Authority
shall not be obliged to release the Performance Security until all Defects identified during the
Defects Liability Period have been rectified.
(ii) The Authority shall return the Additional Performance Security to the Contractor within
28 (twenty eight) days from the date of issue of Completion Certificate under Article 12
of this Agreement.
(iii) The Authority shall be liable to pay interest @ 9% (nine per cent) per annum for any delay in
the return of Performance Security and Additional performance security beyond the period
prescribed above for the period of delay.
7.5 Retention Money10

(i) From every payment for Works due to the Contractor in accordance with the
provisions of Clause 19.5, the Authority shall deduct 6% (six per cent) thereof as guarantee
money for performance of the obligations of the Contractor during the Construction Period (the
“Retention Money”) subject to the condition that the maximum amount of Retention Money
shall not exceed 5% (five per cent) of the Contract Price.

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

(iii) Within 15 (fifteen) days of the date of issue of the Completion Certificate, the
Authority shall refund the balance of Retention Money remaining with the Authority after
adjusting the amounts appropriated under the provisions of Clause 7.5 (ii).

(iv) The Parties agree that in the event of Termination of this Agreement, the Retention Money
specified in this Clause 7.5 shall be treated as if they are Performance Security and shall be
reckoned as such for the purposes of Termination Payment under Clause 23.6.

10 The Authority may, in its discretion, omit Clause 7.5 and in lieu thereof increase the
Performance Security under Clause 7.1 from 7.5% (seven point five per cent) to 10% (ten per cent).
 Article 8

Right of Way

8.1 The Site

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

(a) acquiring and providing Right of Way on the Site in accordance with the
alignment finalised by the Authority, free from all encroachments and encumbrances,
and free access thereto for the execution of this Agreement; and
(b) obtaining licences and permits for environment clearance for the Project
Highway.

8.2 Procurement of the Site

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

(ii) Whenever the Authority is ready to hand over any part or parts of the Site included in the
Appendix, it shall inform the Contractor, by notice, of the proposed date and time such of hand
over. The Authority Representative and the Contractor shall, on the date so notified, inspect the
specified parts of the Site, and prepare a memorandum containing an inventory of the vacant and
unencumbered land, buildings, structures, road works, trees and any other immovable property on
or attached to the Site so handed over. The signing of the memorandum, in three (3)
counterparts (each of which shall constitute an original), by the authorised representatives of the
Parties shall be deemed to constitute a valid evidence of giving the relevant Right of Way to
the Contractor.
If the contractor fails to join for site inspection or disputes the parts of the site available
for work, the Authority’s Engineer shall decide the parts of the site where work can be executed
and notify to both the parties within 3 days of the proposed date of inspection. The parties agree
that such notification of the Authority’s Engineer as mentioned hereinabove shall be final and
binding on the parties.
(iii) The Authority shall provide the Right of Way to the Contractor in respect of all land included
in the Appendix by the date specified in Schedule-A for those parts of the Site referred to therein,
and in the event of delay for any reason other than Force Majeure or breach of this Agreement
by the Contractor, it shall pay to the Contractor, Damages in a sum calculated in accordance
with Clause 8.3. The Contractor agrees that it shall not be entitled to claim any other damages
on account of any such delay by the Authority.

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

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

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

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

8.3 Damages for delay in handing over the Site

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

Where,

C = the Contract Price;

L = length of the Project Highway in metres; and

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

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

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

For the avoidance of doubt, the Parties expressly agree that the Damages specified hereunder and
the Time Extension specified in Clause 10.5 shall be restricted only to failure of the Authority to
provide the Right of Way for and in respect of the “Construction Zone” which shall comprise
the following components:
 Main in carriageway
 Median (for 4 lane carriageway or more)
 Paved and earthen shoulders
 Area for Structures including ROBs/RUBs.
 Safety measures including Roadside Drains and Furniture.
 A parallel working space for accommodating slopes/retaining structures etc.
(ii) Notwithstanding anything to the contrary contained in this Agreement, the
Contractor expressly agrees that Works on all parts of the Site for which Right of Way of
Construction Zone is granted on the Appointed Date, or with respect to the parts of the Site
provided in Schedule-A, no later than the date(s) specified therein, as the case may be, shall be
completed before the Scheduled Completion Date and shall not qualify for any Time
Extension under the provisions of Clause 8.3 (iii).

(iii) (a) Notwithstanding anything to the contrary contained in this Agreement, unless covered
under the deemed de-scoping in terms of sub-clause 8.3 (iii) (b), the Authority may at
any time withdraw any Works forming part of this Agreement, subject to such Works not
exceeding an aggregate value, such value to be determined in accordance with Schedule-H, equal
to 10 (ten) percent of the Contract Price.
(b) Provided that if any Works cannot be undertaken within the municipal limits of a town
or within any area falling in a reserved forest or wildlife sanctuary or the stretches where vacant
access and Right of Way could not be handed over, as the case may be, because the requisite
clearances or approvals or affected land parcels for commencing construction of Works therein
have not been given within 180 (one hundred and eighty) days of the Appointed date, the
affected Works shall be deemed to be withdrawn under the provisions of this Clause 8.3.3. Such
Works shall not be computed for the purposes of the aforesaid ceiling of 10% (ten per cent)
hereunder.

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

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

Value of the Works withdrawn Percentage of value of works to be reduced

from Contract Price
UptoRs. 100 Crore 90%

More than Rs. 100 Crore Rs. 90 Crore plus 95% of the amount greater
than Rs. 100 Crore

Provided that if any Works are withdrawn after commencement of the Construction of such
works, the Authority shall pay to the Contractor 110% (one hundred and ten per cent) of the fair
value of the work done, as assessed by the Authority Engineer.
The parties expressly agree that the value of the Works withdrawn shall be determined from the
details available in Schedule-H. In the event that it is impossible to determine the value from
Schedule-H, then the value shall be determined in accordance with the provisions of Clause
13.2(iii).

8.4 Site to be free from Encumbrances

Subject to the provisions of Clause 8.2, the Site shall be made available by the
Authority to the Contractor pursuant hereto free from all Encumbrances and occupations and
without the Contractor being required to make any payment to the Authority because of any
costs, compensation, expenses and charges for the acquisition and use of such Site for the
duration of the Project Completion Schedule. For the avoidance of doubt, it is agreed that the
existing rights of way, easements, privileges, liberties and appurtenances to the Site shall not be
deemed to be Encumbrances. It is further agreed that, unless otherwise specified in this
Agreement, the Contractor accepts and undertakes to bear any and all risks arising out of the
inadequacy or physical condition of the Site.

8.5 Protection of Site from encroachments

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

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

8.7 Access to the Authority and the Authority’s Engineer

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

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

8.8 Geological and archaeological finds

It is expressly agreed that mining, geological or archaeological rights do not form part of this
Agreement with the Contractor for the Works, and the Contractor hereby acknowledges that it
shall not have any mining rights or interest in the underlying minerals, fossils, antiquities,
structures or other remnants or things either of particular geological or archaeological interest and
that such rights, interest and property on or under the Site shall vest in and belong to the
Authority or the concerned Government Instrumentality. The Contractor shall take all reasonable
precautions to prevent its workmen or any other person from removing or damaging such interest
or property and shall inform the Authority forthwith of the discovery thereof and comply
with such instructions as the concerned Government Instrumentality may reasonably give for the
removal of such property. For the avoidance of doubt, it is agreed that any reasonable
expenses incurred by the Contractor hereunder shall be reimbursed by the Authority. It is also
agreed that the Authority shall procure that the instructions hereunder are issued by the
concerned Government Instrumentality within a reasonable period.
 Article 9

Utilities and Trees

9.1 Existing utilities and roads

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

9.2 Shifting of obstructing utilities

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

9.3 New utilities

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

(ii) The Authority may, by notice, require the Contractor to connect any adjoining road to the Project
Highway, and the connecting portion thereof falling within the Site shall be constructed by the
Contractor at the Authority’s cost in accordance with Article 10.
(iii) The Authority may by notice require the Contractor to connect, through a paved road, any
adjoining service station, hotel, motel or any other public facility or amenity to the Project
Highway, whereupon the connecting portion thereof that falls within the Site shall be
constructed by the Contractor on payment of the cost. The cost to be paid by the Authority to the
Contractor shall be determined by the Authority’s Engineer. For the avoidance of doubt, in the
event such road is to be constructed for the benefit of any entity, the Authority may require such
entity to make an advance deposit with the Contractor or the Authority, as the case may be, of
an amount equal to the estimated cost as determined by the Authority’s Engineer and such
advance shall be adjusted against the cost of construction as determined by the Authority’s
Engineer hereunder.

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

9.4 Felling of trees

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

9.5 Dismantling of structures

The Contractor shall at its own cost dismantle the structures in the acquired lands including those
on patta lands, abadi lands, assigned lands, etc. the compensation for which, was paid by the
Authority to the land owners and the lands were handed over to the Contractor as per Schedule
B-I. The Contractor shall, at its own cost, dispose of the dismantled material in its sole discretion
as deemed appropriate, while complying with all environmental guidelines and regulations and
clear the Site for undertaking construction. In the event of any delay in dismantling of structures
thereof for reasons beyond the control of the Contractor, the Contractor shall be entitled to
Damages in a sum calculated in accordance with the formula specified in Clause 8.3 (i) for
the period of delay, and to the Time Extension in accordance with Clause 10.5 for and in respect
of the part(s) of the Works affected by such delay; provided that if the delays involve any time
overlaps, the overlaps shall not be additive.

9.6 Development Period

The Contractor may commence pre-construction activities like utility shifting, boundary wall
construction or any other activity assigned to the Contractor by the Authority to enable
construction of the Project Highway immediately after signing of the Agreement, to the extent
that such work is ready for execution. The Parties agree that these works may be taken up and
completed to the extent feasible by the Contractor, before declaration of the Appointed Date, but
no claim against the Authority for delay shall survive during this period and that the undertaking
of these works by the Contractor shall not count towards the Scheduled Construction Period of
the project which starts counting only from the Appointed Date. No construction activity of the
Project Highway shall be undertaken during the development period.
 Article 10
Design and Construction of the Project Highway

10.1 Obligations prior to commencement of Works

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

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

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

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

(a) Part I : Contractor’s organisation for the Project, the general methods and
arrangements for design and construction, environmental management plan, Quality
Assurance Plan including design quality plan, traffic management and safety plan
covering safety of users and workers during construction (including use of ‘ROBOTS’
for diversion and control of traffic), Contractor’s key personnel and equipment.
(b) Part II : Programme for completion of all stages of construction given in
Schedule-H and Project Milestones of the Works as specified in Project Completion
Schedule set forth in Schedule-J. The Programme shall include:
i. the order in which the Contractor intends to carry out the Works, including
the anticipated timing of design and stages of Works;
ii. the periods for reviews under Clause 10.2;
iii. the sequence and timing of inspections and tests specified in this
Agreement; and
iv. the particulars for the pre-construction reviews and for any other
submissions, approvals and consents specified in the Agreement.
 The Contractor shall submit a revised Programme whenever the previous Programme is
inconsistent with the actual progress or with the Contractor’s obligations.

(c) Part III : Monthly cash flow forecast.

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

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

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

10.2 Design and Drawings

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

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

(iii) The Proof Consultant shall:

(a) evolve a systems approach with the Design Director so as to minimise the time
required for final designs and construction drawings; and
(b) proof check the detailed calculations, drawings and designs, which have been approved
by the Design Director.

(iv) In respect of the Contractor’s obligations with respect to the design and Drawings of the Project
Highway as set forth in Schedule-I, the following shall apply:

(a) The Contractor shall prepare and submit, with reasonable promptness and in such
sequence as is consistent with the Project Completion Schedule, three (3) copies each of
the design and Drawings, duly certified by the Proof Consultant, to the Authority’s
Engineer for its approval. Provided, however, that in respect of Major Bridges and
Structures, the Authority’s Engineer may require additional drawings for approval in
accordance with Good Industry Practice.
(b) by submitting the Drawings for review and approval to the Authority’s
Engineer, the Contractor shall be deemed to have represented that it has
determined and verified that the design and engineering, including field construction
criteria related thereto, are in conformity with the Scope of the Project, the Specifications
and Standards and the Applicable Laws;
(c) within 15 (fifteen) days of the receipt of the Drawings, the Authority’s
Engineer shall review the same and convey its approval/observations to the Contractor
with particular reference to their conformity or otherwise with the Scope of the Project
and the Specifications and Standards. Provided, however that in case of a major bridge or
structure, the aforesaid period of 15 (fifteen) days may be extended up to 30 (thirty) days;
(d) if the aforesaid observations of the Authority’s Engineer indicate that the
Drawings are not in conformity with the Scope of the Project or the Specifications and
Standards, such Drawings shall be revised by the Contractor in conformity with
the provisions of this Agreement and resubmitted to the Authority’s Engineer for review
and approval. The Authority’s Engineer shall give its observations, if any, within 10
(ten) days of receipt of the revised Drawings. In the event the Contractor fails to revise
and resubmit such Drawings to the Authority’s Engineer for review/approval as
aforesaid, the Authority’s Engineer may withhold the payment for the affected works in
accordance with the provisions of Clause 19.5 (iv). If the Contractor disputes any
 decision, direction or determination of the Authority’s Engineer hereunder, the Dispute
shall be resolved in accordance with the Dispute Resolution Procedure;
(e) no review/approval and/or observation of the Authority’s Engineer and/or its failure to
review/approval and/or convey its observations on any Drawings shall relieve the
Contractor of its obligations and liabilities under this Agreement in any manner nor shall
the Authority’s Engineer or the Authority be liable for the same in any manner; and if
errors, omissions, ambiguities, inconsistencies, inadequacies or other Defects are found
in the Drawings, they and the construction works shall be corrected at the Contractor's
cost, notwithstanding any approval under this Article 10;
(f) the Contractor shall be responsible for delays in submitting the Drawing as set forth in
Schedule-I caused by reason of delays in surveys and field investigations, and shall not
be entitled to seek any relief in that regard from the Authority; and
(g) the Contractor warrants that its designers, including any third parties engaged
by it, shall have the required experience and capability in accordance with Good Industry
Practice and it shall indemnify the Authority against any damage, expense, liability,
loss or claim, which the Authority might incur, sustain or be subject to arising from
any breach of the Contractor’s design responsibility and/or warranty set out in this
Clause.
(h) the Contractor shall ensure that all the designs and drawings shall be approved
from the Authority’s Engineer within 90 days (ninety) from the Appointed Date.

(v) Any cost or delay in construction arising from review/approval by the Authority’s
Engineer shall be borne by the Contractor.
(vi) Works shall be executed in accordance with the Drawings provided by the Contractor in
accordance with the provisions of this Clause 10.2 and the approval of the Authority’s Engineer
thereon as communicated pursuant to the provisions of sub- Clause (c) & (d) of Clause 10.2 (iv).
Such Drawings shall not be amended or altered without prior written notice to the Authority’s
Engineer. If a Party becomes aware of an error or defect of a technical nature in the design or
Drawings, that Party shall promptly give notice to the other Party of such error or defect.

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

10.3 Construction of the Project Highway

(i) The Contractor shall construct the Project Highway as specified in Schedule- B and Schedule-
C, and in conformity with the Specifications and Standards set forth in Schedule-D. The
Contractor shall be responsible for the correct positioning of all parts of the Works, and shall
rectify any error in the positions, levels, dimensions or alignment of the Works. [365th (Three
Hundred and Sixty Five day] from the Appointed Date shall be the scheduled completion
date (the “Scheduled Completion Date”) and the Contractor agrees and undertakes that the
construction shall be completed on or before the Scheduled Completion Date, including any
 extension thereof.

(ii) The Contractor shall construct the Project Highway in accordance with the Project
Completion Schedule set forth in Schedule-J. In the event that the Contractor fails to achieve any
Project Milestone or the Scheduled Completion Date within a period of 30 (thirty) days from the
date set forth in Schedule-J, unless such failure has occurred due to Force Majeure or for
reasons solely attributable to the Authority, it shall pay Damages to the Authority of a sum
calculated at the rate of 0.05% (zero point zero five percent) of the Contract Price for delay
of each day reckoned from the date specified in Schedule –J and until such Project Milestone
is achieved or the Project Highway is completed; provided that if the period for any or all Project
Milestones or the Scheduled Completion Date is extended in accordance with the provisions of
this Agreement, the dates set forth in Schedule-J shall be deemed to be modified accordingly and
the provisions of this Agreement shall apply as if Schedule-J has been amended as above;
provided further that in the event the Project Highway is completed within or before the
Scheduled Completion Date including any Time Extension, applicable for that work or section,
the Damages paid under this Clause
10.3 (ii) shall be refunded by the Authority to the Contractor, but without any interest thereon.
The Parties agree that for determining achievement or delays in completion of the Project
Milestones or the Project on the due date, the works affected due to delay in providing the site for
which time extension has been granted beyond the Scheduled Completion Date will be excluded.
For example on the due date to achieve the Project Milestone-I (i.e., Stage Payments of 10% (ten
percent) of Contract Price on 180th (one hundred and eighty) day from the Appointed Date), if
5% (five percent) of the project length corresponding to the Project Milestone-I is not handed
over or lately handed over resulting in the extension of completion of this 5% (five percent)
length beyond Scheduled Completion Date, Stage Payment of 10% X 0.95 = 9.5% only is to be
achieved by 180th (one hundred and eighty) day.

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

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

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

10.4 Maintenance during Construction Period

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

(ii) Notwithstanding anything to the contrary contained in this Agreement, in the event of default by
the Contractor in discharging the obligations specified in Clause 10.4 (i) above, the Authority
shall get these maintenance works completed in the manner recommended by the Authority’s
Engineer to avoid public inconvenience at the risk and cost of the Contractor in order to keep the
road in traffic worthy condition.

10.5 Extension of time for completion

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

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

clearances or approval of railway authorities, specified in Clause 3.1 (iv);
(b) Change of Scope (unless an adjustment to the Scheduled Completion Date has been
agreed under Article 13);
(c) occurrence of a Force Majeure Event;
(d) any delay, impediment or prevention caused by or attributable to the
Authority, the Authority's personnel or the Authority's other contractors on the Site;
and
(e) any other cause or delay which entitles the Contractor to Time Extension in
accordance with the provisions of this Agreement.

(ii) The Contractor shall, no later than 15 (fifteen) business days from the occurrence of an event or
circumstance specified in Clause 10.5 (i), inform the Authority’s Engineer by notice in writing,
with a copy to the Authority, stating in reasonable detail with supporting particulars, the event or
 circumstances giving rise to the claim for Time Extension in accordance with the provisions of
this Agreement. Provided that the period of 15 (fifteen) business days shall be calculated from
the date on which the Contractor became aware, or should have become aware, of the occurrence
of such an event or circumstance.

Provided further that notwithstanding anything to the contrary contained in this Agreement, Time
Extension shall be due and applicable only for the Works which are affected by the aforesaid
events or circumstances and shall not in any manner affect the Project Completion Schedule
for and in respect of the Works which are not affected hereunder.
(iii) On the failure of the Contractor to issue to the Authority’s Engineer a notice in
accordance with the provisions of Clause 10.5 (ii) within the time specified therein, the
Contractor shall not be entitled to any Time Extension and shall forfeit its right for any such
claims in future. For the avoidance of doubt, in the event of failure of the Contractor to issue
notice as specified in this clause 10.5 (iii), the Authority shall be discharged from all liability in
connection with the claim.

(iv) The Au t h o r i t y ’ s Engineer shall, on receipt of the claim in accordance with the
provisions of Clause 10.5 (ii), examine the claim expeditiously within the time frame specified
herein. In the event the Authority’s Engineer requires any clarifications to examine the claim, the
Authority’s Engineer shall seek the same within 15 (fifteen) days from the date of receiving the
claim. The Contractor shall, on receipt of the communication of the Authority’s Engineer
requesting for clarification, furnish the same to the Authority’s Engineer within 10 (ten) days
thereof. The Authority’s Engineer shall, within a period of 30 (thirty) days from the date of
receipt of such clarifications, forward in writing to the Contractor its determination of Time
Extension.

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

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

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

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

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

10.6 Incomplete Works

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

No later than 60 (sixty) days prior to the Project Completion Date, the Contractor shall, in
consultation with the Authority’s Engineer, evolve a maintenance manual (the
“Maintenance Manual”) for the regular and preventive maintenance of the Project
Highway in conformity with the Specifications and Standards, safety requirements and Good
Industry Practice, and shall provide 5 (five) copies thereof to the Authority’s Engineer. The
Authority’s Engineer shall review the Maintenance Manual within 15 (fifteen) days of its receipt
and communicate its comments to the Contractor for necessary modifications, if any.

10.8 As-Built Records

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

10.9 Contractor's Use of Authority’s Documents

Intellectual property in the Authority’s requirements and Specifications and Standards

and all other documents and materials issued by the Authority or the Authority’s
Representative to the Contractor shall (as between the parties) remain the property of the
Authority. The Contractor may, at its cost, copy, use and communicate any such documents for
the purposes of the Contract. They shall not, without the consent of the Authority, be used,
copied or communicated to a third party by the Contractor, except as necessary for the
purposes of the Works under the Agreement.
 Article 11

Quality Assurance , Monitoring and Supervision

11.1 Quality of Materials and workmanship

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

11.2 Quality control system

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

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

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

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

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

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

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

11.3 Methodology

The Contractor shall, at least 15 (fifteen) days prior to the commencement of the construction,
submit to the Authority’s Engineer for review and consent the methodology proposed to be
adopted for executing the Works, giving details of equipment to be deployed, traffic management
and measures for ensuring safety. The Authority’s Engineer shall complete the review and
convey its consent to the
 Contractor within a period of 10 (ten) days from the date of receipt of the proposed methodology
from the Contractor.

11.4 Inspection and technical audit by the Authority

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

11.5 External technical audit

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

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

11.6 Inspection of construction records

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

11.7 Monthly progress reports

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

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

(a) an executive summary;

(b) charts showing the status of Contractor's documents, construction and
manufacturing and environmental works;
(c) details of work subcontracted and the performance of Sub-contractors;
 (d) for the construction of each main part of the Works, the extent of progress (both
quantity and percentage of the whole), the actual or expected dates of commencement,
anticipated completion date of the activity, Contractor's inspections and tests;
(e) records of manpower and Contractor's equipment on the Site;
(f) copies for that month of quality assurance documents, test results and
certificates;
(g) safety statistics, accident data collection including details of any hazardous incidents
and activities relating to environmental aspects and public relations;
(h) comparisons of actual and planned progress, with details of any aspects which may
jeopardise the completion in accordance with the Agreement, and the measures being (or
to be) adopted to overcome such aspects;
(i) details of any unresolved disputes or claims, in relation to the Project;
(j) details of any revision to the cash flow estimate, together with a copy of the revised
cash flow estimate;
(k) status of various Applicable Permits and compliance of conditions therein;
(l) details of various royalty payment and insurances required to be taken by the
Contractor; and
(m) such other reports as may be required by the Authority for enabling the
Authority to comply with its obligations under the other Project contracts.

(n) details of defects by the Authority;

(o) change in emission of any sewage or effluent of any nature whatsoever, whether
qualitatively or quantitatively;
(p) any Material Adverse Effect;
(q) declaration towards compliance with Applicable Laws including but not limited
to environmental and labour legislations;
(r) declaration specifying compliance with all Manuals provided to the
Contractor; and
(s) any change in the flow of traffic in the existing Project Highway.

11.8 Inspection

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

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

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

11.9 Samples

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

(a) manufacturer's test reports and standard samples of manufactured Materials; and
(b) samples of such other Materials as the Authority’s Engineer may require.

11.10 Tests

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

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

11.11 Examination of work before covering up

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

11.12 Rejection

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

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

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

11.13 Remedial work

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

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

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

11.14 Delays during construction

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

11.15 Quality control records and Documents

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

11.16 Video recording

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

11.17 Suspension of unsafe Construction Works

(i) Upon recommendation of the Authority’s Engineer to this effect, the Authority may by notice
require the Contractor to suspend forthwith the whole or any part of the Works if, in the
reasonable opinion of the Authority’s Engineer, such work threatens the safety of the Users and
pedestrians.

(ii) The Contractor shall, pursuant to the notice under Clause 11.17 (i), suspend the Works or any part
thereof for such time and in such manner as may be specified by the Authority and thereupon
carry out remedial measures to secure the safety of suspended works, the Users and pedestrians.
The Contractor may by notice require the Authority’s Engineer to inspect such remedial
measures forthwith and make a report to the Authority recommending whether or not the
suspension hereunder may
be revoked. Upon receiving the recommendations of the Authority’s Engineer, the Authority
shall either revoke such suspension or instruct the Contractor to carry out such other and further
remedial measures as may be necessary in the reasonable opinion of the Authority, and the
procedure set forth in this Clause 11.17 shall be repeated until the suspension hereunder is
revoked.

(iii) Subject to the provisions of Clause 21.6, all reasonable costs incurred for maintaining and
protecting the Works or part thereof during the period of suspension (the “Preservation Costs”),
shall be borne by the Contractor; provided that if the suspension has occurred as a result of any
breach of this Agreement by the Authority, the Preservation Costs shall be borne by the
Authority.

(iv) If suspension of Works is for reasons not attributable to the Contractor, the
Authority’s Engineer shall determine any Time Extension to which the Contractor is reasonably
entitled.
11.18 Staff and Labour

(i) Engagement of Staff and Labour

(a) The Contractor shall make its own arrangements for the engagement of all personnel
and labour, local or otherwise, and for their payment, housing, feeding and transport.
(b) The Contractor has verified/ shall verify the identity and address of all its employees
and officials related to the Works by collecting necessary documentary proof.
(c) The Contractor shall seek a self-declaration from its employees that they have not been
convicted of any criminal offence by any court and if any criminal proceedings/charge-
sheets have been pending/filed against them. The Contractor shall not employ persons
with criminal track record on the project. In cases where it comes to notice later that the
employee concerned has concealed any such fact in his self-declaration or commits a
criminal offence during the course of his employment, the Contractor shall remove
such person from the project
(d) Deleted.
(e) The employees and personnel of the Contractor shall work under the
supervision, control and direction of the Contractor and the Contractor shall be solely
responsible for all negotiations with its employees and personnel relating to their
salaries and benefits, and shall be responsible for assessments and monitoring of
performance and for all disciplinary matters. All employees / personnel, executives
engaged by the Contractor shall be in sole employment of the Contractor and the
Contractor shall be solely responsible for their salaries, wages, statutory payments, etc
and under no circumstances the personnel shall be deemed to be the employees of
the Authority. Under no circumstances the Authority shall be liable for any
payment or claim or compensation of any nature to the employees and personnel
of the Contractor.
(ii) Returns of Labour

(a) The Contractor shall deliver to the Authority a detailed return in such form and at
such intervals as the Authority may prescribe, showing the details including names,
payment details and terms of appointment of the several classes of labour employed by
the Contractor from time to time for the Works. The Contractor shall, in its returns certify
that all dues of the workers or labour have been fully paid.
(b) The Authority is entitled to witness labour payments made or to be made by the
Contractor. If the Contractor defaults in its obligations for making any payments under
the labour laws, the Employer may make the relevant payments. Any sum equal to any
amount paid by the Employer under this Sub-Sub-Clause 9.2 shall be immediately due
as a debt from the Contractor to the Employer and until payment/ set off shall carry
interest at 18% per annum. For this purpose it is agreed between the parties that debt
due aforesaid shall be set off immediately out the running account bills of the Contractor
under this Agreement.
(iii) Persons in the Service of Others

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

(iv) Labour Laws

(a) The Contractor shall obtain all relevant labour registrations and comply with all
relevant labour laws applying to its employees, and shall duly pay them and afford to
them all their legal rights.
(b) The Contractor shall make all deductions of tax at source and all contributions to the
Payment of Gratuity, Provident Fund (including Employees’ contribution) and
Employees’ State Insurance Scheme as may be required by Applicable Laws and deposit
the aforesaid contributed amount with the appropriate authority/(s).
(c) The Contractor shall require all personnel engaged in the Works to obey all
Applicable Laws and regulations. The Contractor shall permit Authority to witness
labour payments for the Contractors direct labour, or the Subcontractors labour. The
Contractor shall ensure that all its Subcontractors strictly comply with all labour laws.
(d) Documentary evidence confirming compliance with Sub-Clause 12.4, as may be
required from time to time, shall be provided to the Employer’s Representative.
(e) The Employer shall not be liable for any delay/default of the Contractor in
compliance of the labour laws.
(v) Facilities for Staff and Labour

The Contractor shall provide and maintain all necessary accommodation and welfare facilities for
personnel engaged for the Works. The Contractor shall not permit any personnel engaged for the
Works to maintain any temporary or permanent living quarters within the structures forming part
of the Works.

(vi) Health And Safety

All necessary precautions shall be taken by the Contractor to ensure the health and safety of
staff and labour engaged for the Works. The Contractor shall, in collaboration with
and to the requirements of the local health authorities, ensure that para-medical staff, first aid
facilities, ambulance service are available on the Site at all times, and that suitable arrangements
are made for all necessary welfare and hygiene requirements and for the prevention of epidemics.
The Contractor shall appoint a safety officer to be responsible for the safety of personnel on the
Site. This safety officer shall be qualified for his work and shall have the authority to issue
instructions concerning safety and take protective measures to prevent accidents. The Contractor
shall maintain records and make reports concerning health, safety and welfare of personnel,
and damage to property, in such manner as the Authority may reasonably require.

(vii) Contractor's Personnel

The Contractor shall employ only personnel who are appropriately qualified, skilled and
experienced in their respective trades or occupations. The Authority may require the Contractor
to remove any personnel engaged for the Works, who in the opinion of the Authority:
 (a) has engaged in any misconduct;
(b) is incompetent or negligent in the performance of his duties; (c)
fails to conform with any provisions of the Contract;
(d) engages in any conduct which is prejudicial to safety, health, or the protection
of the environment; or
(e) makes errors in the discharge of his functions.

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

(viii) Disorderly Conduct

The Contractor shall at all times take all reasonable precautions to prevent any unlawful, riotous
or disorderly conduct by or amongst its personnel, and to preserve peace and protection of people
and property in the neighbourhood of the Works.
 Article 12

Completion Certificate

12.1 Tests on Completion

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

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

12.2 Completion Certificate

(i) Upon completion of all Works forming part of the Project Highway, and the
Authority’s Engineer determining the Tests to be successful and after the receipt of notarized
true copies of the certificate(s) of insurance, copies of insurance policies and premium
payment receipts in respect of the insurance defined in Article 20 and Schedule P of this
Agreement, it shall, at the request of the Contractor forthwith issue to the Contractor and the
Authority a certificate substantially in the form set forth in Schedule-L (the “Completion
Certificate”).

(ii) Upon receiving the Completion Certificate, the Contractor shall remove its equipment, materials,
debris and temporary works from the Site within a period of 30 (thirty) days thereof, failing
which the Authority may remove or cause to be removed, such equipment, materials, debris and
temporary works and recover from the Contractor an amount equal to 120% (one hundred and
twenty per cent) of the actual cost of removal incurred by the Authority.
(iii) Without prejudice to the obligations of the Contractor specified in Articles 14 and 17, the
property and ownership of all the completed Works forming part of the Project Highway shall
vest in the Authority.
12.3 Rescheduling of Tests

If the Authority’s Engineer certifies to the Authority and the Contractor that it is unable to
issue the Completion Certificate, as the case may be, because of events or circumstances on
account of which the Tests could not be held or had to be suspended, the Contractor shall be
entitled to re-schedule the Tests and hold the same as soon as reasonably practicable.
 Article 13

Change of Scope

13.1 Change of Scope

(i) The Authority may, not with standing anything to the contrary contained in this
Agreement, require the Contractor to make modifications/ alterations to the Works (“Change of
Scope”) within a period of six months counted from the Appointed Date. Upon the Authority
making its intention known to the Contractor for the specific Change of Scope, be it positive or
negative, the Contractor shall submit his proposal for the said Change of Scope involving
additional cost or reduction in cost. Any such Change of Scope shall be made and valued in
accordance with the provisions of this Article 13.

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

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

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

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

13.2 Procedure for Change of Scope

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

(ii) If the Contractor determines, not later than 90 days from the Appointed Date, that a Change of
Scope to the Works is required, it shall prepare a proposal with relevant details as per Clause
13.2 (iii) at its own cost and shall submit to the Authority to consider such Change of Scope (the
“Change of Scope Request”).
(iii) Upon receipt of a Change of Scope Notice, the Contractor shall, with due diligence, provide
to the Authority and the Authority’s Engineer such information as is necessary, together
with detailed proposal in support of:

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

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

For the avoidance of doubt, the Parties expressly agree that, subject to the provisions of
Clause 13.4 (ii), the Contract Price shall be increased or decreased, as the case may be,
on account of any such Change of Scope.

(iv) The parties agree that costs and time for implementation of the proposed Change of
Scope shall be determined as per the following:

(a) For works where Schedule of Rates (SOR) of concerned circle of State’s Public Works
Department are applicable at the Base Date are available, the same shall be applicable for
determination of costs. In case of non-availability of Schedule of Rates at the Base Date,
the available Schedule of Rates shall be applied by updating the same based on WPI. In
case the Contract Price is lower/ higher than the Estimated Project Cost as per RFP, then
the SOR rates shall be reduced/ increased in the same proportion accordingly.
(b) For item of Works not included in Schedule of Rates as mentioned in sub-para (a) of
Clause 13.2 (iv) above, the cost of same shall be derived on the basis of MORTH
Standard Data Book and the Authority’s Engineer shall determine the prevailing market
rates and discount the same considering WPI to achieve the prevailing rate at the
Base Date, and for any item in respect of which MORTH Standard Data Book does not
provide the requisite details, the Authority’s Engineer shall determine the rate in
accordance with Good Industry Practice.
For the avoidance of doubt, in case the cost as determined by the Contractor and the
Authority reveals a difference of more than 10% (ten per cent), the cost as determined
by the Authority shall be considered as final and binding on the Contractor.
(c) The design charges shall be considered only for new works or items (i.e. the Works or
items not similar to the works or items in the original scope) @ 1% (one per cent) of cost
of such new works or items.
(d) The costs of existing works or items, which are being changed/ omitted shall also be
valued as per above procedure and only net cost shall be considered.
(e) The reasonable time for completion of works to be taken under Change of Scope
shall be determined by the Authority’s Engineer on the basis of Good Industry Practice
and if such time exceeds the Scheduled Completion Date, the issue of Completion
Certificate shall not be affected or delayed on account of construction of Change of
Scope items/ works remaining incomplete on the date of Tests.

(v) Upon consideration of the detailed proposal submitted by the Contractor under the Clause
13.2 (iii), the Authority, within 15 (fifteen) days of receipt of such proposal, may in its sole
 discretion either accept such Change of Scope with modifications, if any, and initiate
proceedings thereof in accordance with this Article 13 or reject the proposal and inform the
Contractor of its decision and shall issue an order (the “Change of Scope Order”) requiring the
Contractor to proceed with the performance thereof.

For the avoidance of doubt, the Parties agree that the Contractor shall not undertake any Change
of Scope without the express consent of the Authority, save and except any works necessary
for meeting any Emergency, that too with verbal approval of Authority which shall be confirmed
in writing in next 3 (three) days. In the event that the Parties are unable to agree, the Authority
may:

(a) issue a Change of Scope Order requiring the Contractor to proceed with the
performance thereof at the rates and conditions approved by the Authority till the matter
is resolved in accordance with Article 26;
or
(b) proceed in accordance with Clause 13.5.

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

13.3 Payment for Change of Scope

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

13.4 Restrictions on Change of Scope

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

(ii) The total value of all Change of Scope Orders shall not exceed 10% (ten per cent) of the
Contract Price.
(iii) Notwithstanding anything to the contrary in this Article 13, if any change is
necessitated because of any default of the Contractor in the performance of its obligations under
this Agreement, the same shall not be deemed to be Change of Scope, and shall not result in any
adjustment of the Contract Price or the Project Completion Schedule.

13.5 Power of the Authority to undertake Works

(i) In the event the Parties are unable to agree to the proposed Change of Scope Orders in accordance
with Clause 13.2, the Authority may, after giving notice to the Contractor and considering its
reply thereto, award such Works or services to any person or agency on the basis of open
competitive bidding. It is also agreed that the Contractor shall provide assistance and
cooperation to the person or agency who undertakes the works or services hereunder. The
Contractor shall not be responsible for rectification of any Defects, but the Contractor shall carry
out maintenance of such works after completion of Defect Liability Period of work by other
person or agency during the remaining period of this agreement without any extra payment.
(ii) The Works undertaken in accordance with this Clause 13.5 shall conform to the
Specifications and Standards and shall be carried out in a manner that minimises the disruption in
operation of the Project Highway. The provisions of this Agreement, insofar as they relate to
Works and Tests, shall apply mutatis mutandis to the Works carried out under this Clause 13.5.
 Article 14
Maintenance

14.1 Maintenance obligations of the Contractor

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

(a) For flexible pavement with 5 years Maintenance Period including structures: no
maintenance charges shall be paid for the first year; 0.50%of the Contract Price each for
the second, third and fourth year; and 1% of the Contract Price for the fifth year – Not
Applicable
(b) For rigid pavement with 5 years Maintenance Period including structures-
no maintenance charges shall be paid for the first year; 0.50%of the Contract Price each
for the second, third and fourth year; and 1% of the Contract Price for the fifth year –Not
Applicable
(c) For flexible perpetual pavement with 10 years maintenance period including structures:
no maintenance charges shall be paid for the first year; 0.5% of the Contract Price each
for the second, third and fourth year; 0.75% of the Contract Price each for the
subsequent years till laying of the renewal layer or end of maintenance period,
whichever is earlier. The requirement for the renewal layer shall be worked out based
on the survey and investigation of the existing pavement and the cost of such
renewal works shall be made separately to the Contractor based on the principles
defined under clause13.2(iii). After laying of the renewal layer, the Contractor shall
be paid @ 0.5% of the original Contract Price each for the remaining years till the end
of maintenance period. – Not Applicable
(d) For stand-alone Bridge/ Tunnel works / Slope stabilization work for the purpose of this
RFP: the contractor shall be paid @ 0.25% of the Contract Price each for the first five
years and @ 0.50% of the Contract Price each for the remaining period of five years. –10
Years Applicable

Above amount for the performance of Contractors’ Maintenance obligations shall be, inclusive of
all taxes except Goods & Services Tax which shall be paid extra. The amount payable for
maintenance shall be adjusted to reflect any increase or decrease arising out of variation in WPI
to be determined in accordance with the provisions of Clause 19.12. It is further agreed that the
Contract Price hereunder shall be reckoned with reference to the amount specified in Clause
19.1 (i), which shall be adjusted to the extent of Change of Scope and the works withdrawn
under the provisions of Clause 8.3 (iii), but shall not include any price adjustments in pursuance
of Clause 19.10.
(ii) During the Maintenance Period, the Authority shall provide to the Contractor access to the Site
for Maintenance in accordance with this Agreement. The obligations of the Contractor hereunder
shall include:

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

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

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

14.2 Maintenance Requirements

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

14.3 Maintenance Programme

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

14.4 Safety, vehicle breakdowns and accidents

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

(ii) The Contractor shall maintain and operate a round-the-clock vehicle rescue post with 1 (one)
mobile crane having the capacity to lift a truck with a Gross Vehicle Weight of 30,000 (thirty
thousand) kilograms; and such post shall be located at Rudraprayag. The Contractor shall
promptly remove any damaged vehicles and debris from the Project Highway to enable safe
movement of traffic and shall report all accidents to the police forthwith.

14.5 Lane closure

(i) The Contractor shall not close any lane of the Project Highway for undertaking
maintenance works except with the prior written approval of the Authority’s Engineer.
Such approval shall be sought by the Contractor through a written request to be made at least
10 (ten) days before the proposed closure of lane and shall be accompanied by particulars
thereof. Within 5 (five) business days of receiving such request, the Authority’s Engineer shall
grant permission with such modifications as it may deem necessary and a copy of such
permission shall be sent to the Authority.

(ii) Upon receiving the permission pursuant to Clause 14.5 (i), the Contractor shall be entitled to
close the designated lane for the period specified therein, and for all lane closures extending a
continuous period of 48 (forty-eight) hours, the Contractor shall, in the event of any delay in
re-opening such lane, for every stretch of 250 (two hundred and fifty) metres, or part thereof,
pay Damages to the Authority calculated at the rate of 0.1% (zero point one per cent) of the
monthly maintenance payment for each day of delay until the lane has been re-opened for
traffic. In the event of any delay in re-opening such lanes or in the event of emergency
decommissioning and closure to traffic of the whole or any part of the Project Highway due to
failure of the Contractor, the Contractor shall pay damages to the Authority at double the
above rate, without prejudice the rights of the Authority under this Agreement including
Termination thereof.

14.6 Reduction of payment for non-performance of Maintenance obligations

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

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

14.7 Authority’s right to take remedial measures

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

14.8 Restoration of loss or damage to Project Highway

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

14.9 Overriding powers of the Authority

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

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

(iii) In the event of a national emergency, civil commotion or any other circumstances specified
in Clause 21.3, the Authority may take over the performance of any or all the obligations of the
Contractor to the extent deemed necessary by it, and exercise such control over the Project
Highway or give such directions to the Contractor as may be deemed necessary; provided that
the exercise of such overriding powers by the Authority shall be of no greater scope and of no
longer duration than is reasonably required in the circumstances which caused the exercise of
such overriding power by the Authority. For the avoidance of doubt, it is agreed that the
consequences of such action shall be dealt in accordance with the provisions of Article 21. It is
also agreed that the Contractor shall comply with such instructions as the Authority may issue in
pursuance of the provisions of this Clause 14.9 (iii), and shall provide assistance and
cooperation to the Authority, on a best effort basis, for performance of its obligations hereunder.
14.10 Taking over Certificate

The Maintenance Requirements set forth in Schedule-E having been duly carried out,
Maintenance Period as set forth in Clause 14.1 (i) having been expired and Authority’s Engineer
determining the Tests on Completion of Maintenance to be successful in accordance with
Schedule-Q, the Authority will issue Taking Over Certificate to the Contractor substantially in
the format set forth in Schedule-R.
 Article 15
Supervision and Monitoring during Maintenance

15.1 Inspection by the Contractor

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

continuously the compliance with the Maintenance Requirements.

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

15.2 Inspection and payments

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

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

(iii) For each case of non-compliance of Maintenance Requirements as specified in the inspection
report of the Authority’s Engineer, the Authority’s Engineer shall calculate the amount of
reduction in payment in accordance with the formula specified in Schedule-M.

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

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

15.4 Reports of unusual occurrence

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

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

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

.
 Article 16
Traffic Regulation

16.1 Traffic regulation by the Contractor

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

(ii) All works shall be carried out in a manner creating least interference to traffic passing through
the Project Highway or a Section thereof. In sections where construction or maintenance Works
on the carriageway are taken up, the Contractor shall ensure that proper passage is provided for
the traffic. Where it is not possible or safe to allow traffic on part width of the
carriageway, a temporary diversion of proper specifications shall be constructed by the
Contractor at its own cost. ‘ROBOTS’ may be used for diversion and control of traffic during
Construction. The Contractor shall take prior approval of the Authority’s Engineer for any
proposed arrangement for traffic regulation during Construction and Maintenance, which
approval shall not be unreasonably withheld.
 Article 17

Defects Liability

17.1 Defects Liability Period

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

(a) For the purpose of this RFP, 5 (five) years from the date of completion in case of a road
being constructed with Rigid pavement and rehabilitation work; - Not Applicable
(b) 10 (ten) years from the date of completion; - Applicable
(c) 10 (ten) years from the date of completion in case of road being constructed with
flexible pavement using perpetual design; - Not Applicable
(d) 10 (ten) years from the date of completion in case of all stand-alone
structures, e.g. Major Bridges/ and Tunnels; - Not Applicable
(e) 10 (ten) years from the date of completion for the stretches where new
technology/ material has been/ is proposed to be used. - Not Applicable
(f) 3 (three) years from the date of completion for stretches requiring renewal of
Bituminous Concrete (BC) layer through either using hot-in-place recycling of the entire
BC layer or providing a fresh layer of BC with 40mm thickness. - Not Applicable
(g) 3 (three) years from the date of completion for stretches requiring
improvement to riding quality, in cases other than those mentioned in para (f) above,
through laying a layer of BM/DBM and BC. - Not Applicable

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

17.2 Remedying Defects

Save and except as provided in Clause 14.1 (iii), the Contractor shall repair or rectify all
Defects and deficiencies observed by the Authority or Authority’s Engineer during the Defects
Liability Period within a period of 15 (fifteen) days from the date of notice issued by the
Authority or Authority’s Engineer in this behalf, or within such reasonable period as may be
determined by the Authority or Authority’s Engineer at the request of the Contractor, in
accordance with Good Industry Practice.
17.3 Cost of remedying Defects

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

17.2, including any additional testing, shall be carried out by the Contractor at its own risk and
cost, to the extent that such rectification or repair is attributable to:
 (a) the design of the Project;
(b) Plant, Materials or workmanship not being in accordance with this Agreement and the
Specifications and Standards;
(c) improper maintenance during construction of the Project Highway by the
Contractor; and/ or
(d) failure by the Contractor to comply with any other obligation under this
Agreement.

17.4 Contractor’s failure to rectify Defects

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

17.5 Extension of Defects Liability Period

The Defects Liability Period shall be deemed to be extended till the identified Defects under
Clause 17.2 have been remedied or rectified.
 Article 18

Authority’s Engineer

18.1 Appointment of the Authority’s Engineer

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

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

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

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

18.2 Duties and authority of the Authority’s Engineer

(i) The Authority’s Engineer shall perform the duties and exercise the authority in
accordance with the provisions of this Agreement and substantially in accordance with the
terms of reference (“Terms of Reference” or “TOR”) set forth in Annexure-I of Schedule N,
but subject to obtaining prior written approval of the Authority before determining:

(a) any Time Extension;

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

(d) issuance of Completion Certificate; or

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

(ii) No decision or communication of the Authority’s Engineer shall be effective or valid unless it
 is accompanied by an attested true copy of the approval of the Authority for and in respect of any
matter specified in Clause 18.2 (i).

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

18.3 Delegation by the Authority’s Engineer

(i) The Authority’s Engineer may, by order in writing, delegate any of his duties and
responsibilities to suitably qualified and experienced personnel who are accountable to
Authority’s Engineer, or may revoke any such delegation, under intimation to the Authority and
the Contractor. Provided, however, that the Authority’s Engineer shall be responsible and liable
for all actions and omissions of such personnel.

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

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

18.4 Instructions of the Authority’s Engineer

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

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

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

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

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

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

18.6 Remuneration of the Authority’s Engineer

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

18.7 Termination of the Authority’s Engineer

(i) The Authority may, in its discretion, replace the Authority’s Engineer at any time.
However, the Authority shall ensure that alternative arrangements for appointment of another
Authority's Engineer or designation of its own officer as the Authority Engineer for the
intervening period are made simultaneously.

(ii) If the Contractor has reasons to believe that the Authority’s Engineer is not discharging its
duties and functions in accordance with the provisions of this Agreement, it may make a written
representation to the Authority and seek termination of the appointment of the Authority’s
Engineer. Upon receipt of such representation, the Authority shall hold a tripartite meeting with
the Contractor and the Authority’s Engineer and make best efforts for an amicable
resolution of the representation. In the event that the appointment of the Authority’s Engineer is
terminated hereunder, the Authority shall appoint forthwith another Authority’s Engineer in
accordance with Clause 18.1 and 18.7 (i).
 Part IV

Financial Covenants
 Article 19
Payments

19.1 Contract Price

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

(ii) The Contract Price includes all duties, taxes (excluding GST, which shall be payable at the
applicable rates), royalty, cess, charges, and fees, that may be levied in accordance with the laws
and regulations in force as on the Base Date on the Contractor's equipment, Plant, Materials and
supplies acquired for the purpose of this Agreement and on the services performed under this
Agreement. Nothing in this Agreement shall relieve the Contractor from its responsibility to pay
any tax including any tax that may be levied in India on profits made by it in respect of this
Agreement. The Contract Price also includes the cost of shifting of obstructing Utilities
(including all centages as applicable by the utility owning department except supervision
charges) as given in clause 9.2 and Schedule B.

(iii) The Contract Price shall not be adjusted for any change in costs stated in Clause 19.1 (ii) above,
except as stated in Clauses 19.10 and 19.17. The Contract Price also includes the cost of shifting
of obstructing Utilities (including all centages as applicable by the utility owning department
except supervision charges) as given in clause 9.2 and Schedule B.

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

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

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

19.2 Advance Payment

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

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

(a) such new equipment are considered by the Authority’s Engineer to be

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

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

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

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

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

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

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

(a) deductions shall commence in the first Stage Payment Statement;

(b) deductions shall be made at the rate of 15% (fifteen percent) of each Stage Payment
Statement until such time as the advance payment has been repaid; provided that the
advance payment shall be completely repaid prior to the time when 80% (eighty
percent) of the Schedule Construction Period is over;
 (c) if total certified stage payments (excluding the Advance Payment and
deductions and repayments of retention) does not exceed 20% (twenty percent) of the
Contract Price within [50% of the Scheduled Construction Period] from the
Appointed Date then the Advance Payment including interest shall be recovered by
encashment of the Bank Guarantee for the Advance Payment.

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

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

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

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

The Contractor shall submit a statement (the “Stage Payment Statement”), in 3 (three)
copies, by the 7th (seventh) day of the month to the Authority’s Engineer in the form set forth in
Schedule-O, showing the amount calculated in accordance with Clause 19.3 to which the
Contractor considers himself entitled for completed stage(s) of the Works. The Stage Payment
Statement shall be accompanied with the progress reports and any other supporting documents.
The Contractor shall not submit any claim for payment of incomplete stages of work.
19.5 Stage Payment for Works

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

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

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

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

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

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

19.6 Monthly Maintenance Statement of the Project Highway

(i) The Contractor shall submit to the Authority’s Engineer a monthly maintenance statement
(“Monthly Maintenance Statement”) in 3 (three) copies by the 7th
(seventh) day of each month in the format set forth in Schedule-O for the Maintenance of the
Project Highway during the previous month.

(ii) The monthly lump sum amount payable for Maintenance shall be 1/12th (one- twelfth)
of the annual cost of Maintenance as specified in Clause 14.1 (i).

19.7 Payment for Maintenance of the Project Highway

(i) Within 15 (fifteen) days of receipt of the Monthly Maintenance Statement from the
Contractor pursuant to Clause 19.6, the Authority’s Engineer shall verify the Contractor’s
monthly maintenance statement and certify the amount to be paid to the Contractor taking into
account:
 (a) Compliance with the Maintenance Requirements; and
(b) reduction for non-compliance with the Maintenance Requirement in
accordance with Clause 19.7 (ii).
The Authority’s Engineer shall deliver to the Authority an IPC approving or amending
the monthly maintenance statement to reflect the amount due to the Contractor in
accordance with this Agreement.

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

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

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

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

19.8 Payment of Damages

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

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

19.9 Time of payment and interest

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

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

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

19.10 Price adjustment for the Works

Deleted

19.11 Restrictions on price adjustment

Deleted

19.12 Price adjustment for Maintenance of Project Highway

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

Where

V= Increase or decrease in the quarterly lump sum payment

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

W0= The wholesale price index (all commodities) for the month of the Base Date.
W I= The wholesale price index (all commodities) for the first day of the quarter under
consideration for determining the price adjustment.

19.13 Final Payment Statement

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

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

(ii) If the Authority’s Engineer does not prescribe the form referred to in Clause 19.13 (i) within 15
(fifteen) of the date of issue of the Completion Certificate, the Contractor shall submit the
statement in such form as it deems fit.

19.14 Discharge

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

19.15 Final Payment Certificate

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

(ii) The Authority shall, in accordance with the provisions of Clause 19.9, pay to the
Contractor the amount which is stated as being finally due in the Final Payment
Certificate.

19.16 Final payment statement for Maintenance

(i) Within 30 (thirty) days after completion of the Maintenance Period, the Contractor shall
 submit to the Authority’s Engineer 6 (six) copies of the final payment statement for Maintenance
of the Project Highway, with supporting documents showing the details set forth below in the
form prescribed by the Authority’s Engineer:

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

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

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

19.17 Change in law

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

(ii) If as a result of Change in Law, the Contractor benefits from any reduction in costs for the
execution of this Agreement or in accordance with the provisions of this Agreement, either Party
shall, within 15 (fifteen) days from the date it becomes reasonably aware of such reduction in
cost, notify the other Party with a copy to the Authority’s Engineer of such reduction in cost due
to Change in Law.
(iii) The Authority’s Engineer shall, within 15 (fifteen) days from the date of receipt of the notice
from the Contractor or the Authority, determine any addition or reduction to the Contract Price,
as the case may be, due to the Change in Law.

19.18 Correction of Interim Payment Certificates

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

19.19 Authority’s claims

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

In the event that the Project Completion Date occurs prior to the Scheduled Completion
Date, the Contractor shall be entitled to receive a payment of bonus equivalent to 0.03% (zero
point zero three per cent) of the Contract Price for each day by which the Project Completion
Date precedes the Scheduled Completion Date, but subject to a maximum of 5% (five per cent)
of the Contract Price. Provided, however, that the payment of bonus, if any, shall be made only
after the issue of the Completion Certificate. For the avoidance of the doubt, the Parties agree
that for the purpose of determining the bonus payable hereunder, the works shall always be
deemed to be as specified in this Contract Agreement but excluding the works deemed to be
deleted from the scope of work under clause 8.3 of this Contract Agreement and the Contract
Price shall always be deemed to be the amount specified in Clause 19.1 (i) after excluding
the Contract Price of the Works deemed to be deleted from the Scope of Work under clause 8.3
of this Contract Agreement, and shall exclude any revision thereof for any reason.
 Article 20
Insurance

20.1 Insurance for Works and Maintenance

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

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

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

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

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

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

(a) the use or occupation of land or any part thereof by the Authority;
(b) the right of the Authority to execute the Works, or any part thereof, on, over, under, in
or through any land;
(c) the damage to property which is the unavoidable result of the execution and
completion of the Works, or the remedying of any Defects therein, in accordance with
this Agreement; and
(d) the death of or injury to persons or loss of or damage to property resulting from any
act or neglect of the Authority, its agents, servants or other contractors, not being
employed by the Contractor.
Provided that, in the event of any injury or damage as a result of the contributory
negligence of the Contractor, the Authority shall be liable to indemnify the Contractor
from and against any and all losses, damages, costs, charges, proceedings and/or claims
to the extent as may be proportionately determined to be the liability of the Authority, its
servants or agents or other contractors not associated with the Contractor in such injury
or damage.
(v) Without prejudice to the obligations of the Parties as specified under Clauses 20.1 (iii) and
20.1 (iv), the Contractor shall maintain or effect such third party insurances as may be required
under the Applicable Laws.
 (vi) The Contractor shall provide to the Authority, within 30 days of the Appointed Date,
evidence of professional liability insurance maintained by its Design Director and/or consultants
to cover the risk of professional negligence in the design of Works. The professional liability
coverage shall be for a sum of not less than [3% (three per cent)] of the Contract Price and shall
be maintained until the end of the Defects Liability Period.

20.2 Notice to the Authority

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

20.3 Evidence of Insurance Cover

(i) All insurances obtained by the Contractor in accordance with this Article 20 shall be
maintained with insurers on terms consistent with Good Industry Practice. Within 10 (ten) days
from the Appointed Date, the Contractor shall furnish to the Authority notarised true copies of
the certificate(s) of insurance, copies of insurance policies and premia payment receipts in respect
of such insurance, and no such insurance shall be cancelled, modified, or allowed to expire or
lapse until the expiration of at least 45 (forty-five) days after notice of such proposed
cancellation, modification or non- renewal has been delivered by the Contractor to the Authority.
The Contractor shall act in accordance with the directions of the Authority. Provided that the
Contractor shall produce to the Authority the insurance policies in force and the receipts for
payment of the current premia.

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

20.4 Remedy for failure to insure

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

All insurance policies in respect of the insurance obtained by the Contractor pursuant to this
Article 20 shall include a waiver of any and all rights of subrogation or recovery of the
insurers thereunder against, inter alia, the Authority, and its assigns, successors, undertakings and
their subsidiaries, Affiliates, employees, insurers and underwriters, and of any right of the
insurers to any set-off or counterclaim or any other deduction, whether by attachment or
otherwise, in respect of any liability of any such person insured under any such policy or in any
way connected with any loss, liability or obligation covered by such policies of insurance.
20.6 Contractor’s waiver
The Contractor hereby further releases, assigns and waives any and all rights of
subrogation or recovery against, inter alia, the Authority and its assigns, undertakings and their
subsidiaries, Affiliates, employees, successors, insurers and underwriters, which the Contractor
may otherwise have or acquire in or from or in any way connected with any loss, liability or
obligation covered by policies of insurance maintained or required to be maintained by the
Contractor pursuant to this Agreement (other than third party liability insurance
policies) or because of deductible clauses in or inadequacy of limits of any such policies of
insurance.

20.7 Cross liabilities

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

20.8 Accident or injury to workmen

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

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

20.9 Insurance against accident to workmen

The Contractor shall effect and maintain during the Agreement such insurances as may be
required to insure the Contractor’s personnel and any other persons employed by it on the
Project Highway from and against any liability incurred in pursuance of this Article 20.
Provided that for the purposes of this Clause 20.9, the Contractor’s personnel/any person
employed by the Contractor shall include the Sub- contractor and its personnel. It is further
provided that, in respect of any persons
employed by any Sub-contractor, the Contractor's obligations to insure as aforesaid under this
Clause 20.9 shall be discharged if the Sub-contractor shall have insured against any liability in
respect of such persons in such manner that the Authority is indemnified under the policy. The
Contractor shall require such Sub-contractor to produce before the Authority, when required,
such policy of insurance and the receipt for payment of the current premium within 10 (ten) days
of such demand being made by the Authority.

20.10 Application of insurance proceeds

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

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

20.12 General Requirements of Insurance Policies

The Contractor must:

(a) immediately deposit copies of the policies or certificates of any insurance which it
is required to effect under the Contract, together with receipts for the premiums;
(b) effect all insurances for which the Contractor is responsible with an insurer approved
by the Authority;
(c) make no material changes to the terms of any insurance without the
Authority’s approval;
(d) in all respects comply with any conditions stipulated in the insurance policies which the
Contractor is required to effect under the Agreement or which the Authority has
effected in relation to the Facility and notified to the Contractor; and shall provide all
assistance to the Authority in the application for, and finalization of, such comprehensive
insurance package;
(e) regardless of the extent of settlement of claims by the underwriters or the time taken
for settlement of claims, the Contractor shall make good any loss, or damage at its own
cost promptly;
(f) provide all assistance to the Authority in the application for, and finalization of, such
comprehensive insurance package;
(g) pay the Contractor's share of the insurance premiums for insurance
premiums allocated under such comprehensive insurance package policy to
the insurances directly to the insurance provider promptly on demand. In case the
Contractor fails to make such payment in time, the Authority may elect to pay the
Contractor's share and adjust it against amounts payable to the Contractor under this
Agreement;
(h) in the case of occurrence of any event leading to an insurance claim, promptly follow the
procedures specified by the insurance provider, and provide full cooperation and access
to the insurance provider or its representative, to settle the claim expeditiously;
(i) require all the Sub-Contractors providing equipment and materials or services to the
Contractor or the Authority to obtain, maintain and keep in force during the time in
which they are involved in the performance of the Works hereunder insurance
coverage consistent with the Contractor's insurance obligations hereunder and the
Contractor shall also be responsible for fulfilment of this requirement; and
(j) the required insurance coverage and the Contractor's obligations-referred to shall in no
way affect or limit the Contractor's liability with respect to its performance of the Works.
Nothing in this Section shall limit or relieve the Contractor of its liabilities and
obligations under this Agreement.
 Part V

Force Majeure and Termination

 Article 21
Force Majeure

21.1 Force Majeure

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

21.2 Non-Political Event

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

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

earthquake, landslide, cyclone, flood, volcanic eruption, chemical or radioactive
contamination or ionising radiation, fire or explosion (to the extent of contamination
or radiation or fire or explosion originating from a source external to the Site);
(b) strikes or boycotts (other than those involving the Contractor, Sub-
contractors or their respective employees/ representatives, or attributable to any act or
omission of any of them) interrupting supplies and services to the Project Highway for a
continuous period of 24 (twenty-four) hours and an aggregate period exceeding 10
(ten) days in an Accounting Year, and not being an Indirect Political Event set forth
in Clause 21.3;
(c) any failure or delay of a Sub-contractor but only to the extent caused by another
Non-Political Event;
(d) any 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 of
foreign enemy, blockade, embargo, riot, insurrection, terrorist or military action,
 civil commotion or politically motivated sabotage;
(b) industry-wide or State-wide strikes or industrial action for a continuous period of 24
(twenty-four) hours and exceeding an aggregate period of 10 (ten) days in an Accounting
Year;
(c) any civil commotion, boycott or political agitation which prevents
construction of the Project Highway by the Contractor for an aggregate period exceeding
10 (ten) days in an Accounting Year;
(d) any failure or delay of a Sub-contractor to the extent caused by any Indirect
Political Event;
(e) any Indirect Political Event that causes a Non-Political Event; or
(f) any event or circumstances of a nature analogous to any of the foregoing.

21.4 Political Event

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

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

21.5 Duty to report Force Majeure Event

(i) Upon occurrence of a Force Majeure Event, the Affected Party shall by notice report such
occurrence to the other Party forthwith. Any notice pursuant hereto shall include full particulars
of:

(a) the nature and extent of each Force Majeure Event which is the subject of any claim for
relief under this Article 21 with evidence in support thereof;
(b) the estimated duration and the effect or probable effect which such Force Majeure
Event is having or will have on the Affected Party’s performance of its obligations under
 this Agreement;
(c) the measures which the Affected Party is taking or proposes to take for
alleviating the impact of such Force Majeure Event; and
(d) any other information relevant to the Affected Party’s claim.

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

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

21.6 Effect of Force Majeure Event on the Agreement

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

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

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

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

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

21.8 Termination Payment for Force Majeure Event

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

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

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

(a) any sums due and payable under Clause 23.5; and
(b) the reasonable cost, as determined by the Authority’s Engineer, of the Plant and
Materials procured by the Contractor and transferred to the Authority for use in
Construction or Maintenance, only if such Plant and Materials are in conformity with the
Specifications and Standards;

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

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

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

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

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

(a) the suspension of performance shall be of no greater scope and of no longer duration
than is reasonably required by the Force Majeure Event;
(b) the Affected Party shall make all reasonable efforts to mitigate or limit damage to the
other Party arising out of or as a result of the existence or occurrence of such Force
Majeure Event and to cure the same with due diligence; and
(c) when the Affected Party is able to resume performance of its obligations under
this Agreement, it shall give to the other Party notice to that effect and shall promptly
resume performance of its obligations hereunder.
 Article 22

Suspension of Contractor’s Rights

22.1 Suspension upon Contractor Default

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

22.2 Authority to act on behalf of Contractor

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

22.3 Revocation of Suspension

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

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

22.4 Termination

(i) At any time during the period of Suspension under this Article 22, the Contractor may by notice
require the Authority to revoke the Suspension and issue a Termination
Notice. The Authority shall, within 15 (fifteen) days of receipt of such notice,
terminate this Agreement under and in accordance with Article 23.
(ii) Notwithstanding anything to the contrary contained in this Agreement, in the event that
Suspension is not revoked within 90 (ninety) days from the date of Suspension hereunder, the
Agreement shall, upon expiry of the aforesaid period, be deemed to have been terminated by
mutual agreement of the Parties and all the provisions of this Agreement shall apply, mutatis
mutandis, to such Termination as if a Termination Notice had been issued by the Authority upon
occurrence of a Contractor Default.
 Article 23
Termination

23.1 Termination for Contractor Default

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

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

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

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

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

(n) any representation or warranty of the Contractor herein contained which is, as of the
date hereof, found to be false or the Contractor is at any time hereafter found to be
in breach or non-compliance thereof;
(o) the Contractor submits to the Authority any statement, notice or other document,
in written or electronic form, which has a material effect on the Authority’s rights,
obligations or interests and which is false in material particulars;
(p) the Contractor has failed to fulfil any obligation, for which failure Termination has been
specified in this Agreement; or
(q) the Contractor commits a default in complying with any other provision of this Agreement
if such a default causes a Material Adverse Effect on the Project or on the Authority.
(r) gives or offers to give (directly or indirectly) to any person any bribe, gift, gratuity,
commission or other thing of value, as an inducement or reward:
i. for doing or forbearing to do any action in relation to the Contract, or
ii. for showing or forbearing to show favour or disfavour to any person in relation to the
Contract,
or if any of the Contractor’s personnel, agents or subcontractors gives or offers to
give (directly or indirectly) to any person any such inducement or reward as is
described in this sub-paragraph (s). However, lawful
inducements and rewards to Contractor’s Personnel shall not entitle
termination.
(ii) Without prejudice to any other rights or remedies which the Authority may have under this
Agreement, upon occurrence of a Contractor Default, the Authority shall be entitled to terminate
this Agreement by issuing a Termination Notice to the Contractor; provided that before issuing
the Termination Notice, the Authority shall by a notice inform the Contractor of its intention
to issue such Termination Notice and grant 15 (fifteen) days to the Contractor to make a
 representation, and may after the expiry of such 15 (fifteen) days, whether or not it is in receipt
of such representation, issue the Termination Notice.

(iii) The following shall apply in respect of cure of any of the defaults and/ or breaches of the
Agreement:

(a) The Cure Period shall commence from the date of the notice by the Authority to the
Contractor asking the latter to cure the breach or default specified in such notice;
(b) The Cure Period provided in the Agreement shall not relieve the Contractor from
liability for Damages caused by its breach or default;
(c) The Cure Period shall not in any way be extended by any period of suspension under the
Agreement;
(d) If the cure of any breach by the Contractor requires any reasonable action by the
Contractor that must be approved by the Authority hereunder the applicable Cure Period
(and any liability of the Contractor for damages incurred) shall be extended by the
period taken by the Authority to accord its required approval.

(iv) After termination of this Agreement for Contractor Default, the Authority may complete
the Works and/or arrange for any other entities to do so. The Authority and these entities may
then use any Materials, Plant and equipment, Contractor’s documents and other design
documents made by or on behalf of the Contractor.

23.2 Termination for Authority Default

(i) In the event that any of the defaults specified below shall have occurred, and the Authority
fails to cure such default within a Cure Period of 90 (ninety) days or such longer period as has
been expressly provided in this Agreement, the Authority shall be deemed to be in default of
this Agreement (the “Authority Default”) unless the default has occurred as a result of any
breach of this Agreement by the Contractor or due to Force Majeure. The defaults referred to
herein shall include:

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

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

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

23.3 Termination for Authority’s convenience

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

23.4 Requirements after Termination

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

23.5 Valuation of Unpaid Works

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

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

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

23.6 Termination Payment

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

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

(ii) Upon Termination on account of an Authority Default under Clause 23.2 or for
Authority’s convenience under Clause 23.3, the Authority shall:
a) return the Performance Security, Additional Performance Security and
Retention Money forthwith;
(b) encash and appropriate the bank guarantee, if any, for and in respect of the
outstanding Advance Payment; and
(c) pay to the Contractor, by way of Termination Payment, an amount equal to:
i. Valuation of Unpaid Works;
ii. the reasonable cost of temporary works, as determined by the Authority’s
Engineer; and
iii. 10% (ten per cent) of the cost of the Works and Maintenance that are not
commenced or not completed,
and shall adjust from the sum thereof (i) any other amounts payable or recoverable, as
the case may be, in accordance with the provisions of this Agreement, and (ii) all taxes
due to be deducted at source.

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

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

23.7 Other rights and obligations of the Parties

Upon Termination for any reason whatsoever:

(a) property and ownership in all Materials, Plant and Works and the Project Highway
shall, as between the Contractor and the Authority, vest in the Authority in whole;
provided that the foregoing shall be without prejudice to Clause 23.6;
(b) risk of loss or damage to any Materials, Plant or Works and the care and custody
thereof shall pass from the Contractor to the Authority; and

(c) the Authority shall be entitled to restrain the Contractor and any person claiming
through or under the Agreement from entering upon the Site or any part of the Project,
which have not been vested in the Authority in accordance with the provisions of this
Agreement.

23.8 Survival of rights

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

23.9 Foreclosure with mutual consent

(i) Without prejudice to any provision of this Agreement, the Authority and Contractor may
foreclose this Agreement by mutual consent in circumstances which does not constitute either
party’s default without any liability or consequential future liability for either party.

(ii) Should a Party intend to foreclose this Agreement by mutual consent, the intending Party shall
issue a notice to the other Party and upon issuance of such notice, the other Party may
within 15 days from receipt of such notice either agree to such foreclosure or raise
objection(s) to the same by intimating either of the two possible positions to the intending Party
in writing.

(iii) In either case of the other Party agreeing to the proposed foreclosure or otherwise, the Parties
may negotiate the proposed foreclosure and sign a Supplementary Agreement for foreclosure to
the main Contract Agreement within 30 (thirty) days of the date agreeing by both Parties.
 Foreclosure shall not come into effect unless and otherwise Supplementary Agreement is signed.

(iv) Any attempt or endeavour for foreclosure by mutual agreement shall be without
prejudice to the rights and obligations of the Parties herein and the factum of such an attempt or
exercise shall not stop either of the Parties from discharging their contractual obligations under
this Agreement.

(v) For the avoidance of doubt, it is clarified that such foreclosure will be without prejudice
to the Contractor and shall not affect the Contractor in any way if it wishes to bid in
future projects of the Authority.
 Part VI

Other Provisions
 Article 24

Assignment and Charges

24.1 Restrictions on assignment and charges

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

24.2 Hypothecation of Materials or Plant

Notwithstanding the provisions of Clause 24.1, the Contractor may pledge or hypothecate to its
lenders, any Materials or Plant prior to their incorporation in the Works. Further, the Contractor
may, by written notice to the Authority, assign its right to receive payments under this Agreement
either absolutely or by way of charge, to any person providing financing to the Contractor in
connection with the performance of the Contractor’s obligations under this Agreement. The
Contractor acknowledges that any such assignment by the Contractor shall not relieve the
Contractor from any obligations, duty or responsibility under this Agreement.
 Article 25
Liability and Indemnity

25.1 General indemnity

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

25.2 Indemnity by the Contractor

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

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

(ii) Without limiting the generality of the provisions of this Article 25, the Contractor shall fully
indemnify, hold harmless and defend the Authority Indemnified Persons from and against any
and all suits, proceedings, actions, claims, demands, liabilities and damages which the
Authority Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims,
suits or proceedings arising out of claims of infringement of any domestic or foreign patent
rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect
to any materials, information, design or process used by the Contractor or by the Sub-contractors
in performing the Contractor’s obligations or in any way incorporated in or related to the
Project. If in any such suit, action, claim or proceedings, a temporary restraint order or
preliminary injunction is granted, the Contractor shall make every reasonable effort, by
giving a satisfactory bond or otherwise, to secure the revocation
or suspension of the injunction or restraint order. If, in any such suit, action, claim or
proceedings, the Project Highway, or any part thereof or comprised therein, is held to constitute
an infringement and its use is permanently enjoined, the Contractor shall promptly make every
reasonable effort to secure for the Authority a licence, at no cost to the Authority, authorising
 continued use of the infringing work. If the Contractor is unable to secure such licence within a
reasonable time, the Contractor shall, at its own expense, and without impairing the
Specifications and Standards, either replace the affected work, or part, or process thereof with
non-infringing work or part or process or modify the same so that it becomes non-infringing.

25.3 Notice and contest of claims

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

25.4 Defence of claims

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

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

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

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

25.5 Survival on Termination

The provisions of this Article 25 shall survive Termination.

 Article 26
Dispute Resolution

26.1 Dispute Resolution

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

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

(iii) Dispute Resolution Board (DRB):

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

26.2 Conciliation

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

26.3 Arbitration

Any dispute which is not resolved amicably by Conciliation as provided in Clause 26.2 shall be
finally settled by Arbitration as set forth below:

(i) The dispute shall be finally referred to society for Affordable Resolution of Disputes
(hereinafter called as SAROD), a Society registered under Society Act 1860 vide
Registration no. S/RS/SW1049/2013 duly represented by authority and National
Highways Builders Federation (NHBF). The dispute shall be dealt with in terms of Rules
of SAROD. The detailed procedure for conducting Arbitration shall be governed by the
Rules of SAROD and provisions of Arbitration &Caonciliation Act, 1996, as mended from
time to time. The Dispute shall be governed by Substantive Law of India.

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

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

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

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

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

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

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

26.4 Adjudication by Regulatory Authority, Tribunal or Commission

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

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

27.2 Waiver of immunity

Each Party unconditionally and irrevocably:

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

27.3 Delayed payments

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

27.4 Waiver

(i) Waiver, including partial or conditional waiver, by either Party of any default by the other
Party in the observance and performance of any provision of or obligations under this
Agreement:-

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

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

27.5 Liability for review of Documents and Drawings

Except to the extent expressly provided in this Agreement:

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

27.6 Exclusion of implied warranties etc.

This Agreement expressly excludes any warranty, condition or other undertaking implied at
law or by custom or otherwise arising out of any other agreement between the Parties or any
representation by either Party not contained in a binding legal agreement executed by both
Parties.

27.7 Survival

(i) Termination shall:

(a) not relieve the Contractor or the Authority, as the case may be, of any
obligations hereunder which expressly or by implication survive Termination hereof;
and
(b) except as otherwise provided in any provision of this Agreement expressly limiting
the liability of either Party, not relieve either Party of any obligations or liabilities for
loss or damage to the other Party arising out of, or caused by, acts or omissions of such
Party prior to the effectiveness of such Termination or arising out of such Termination.
(ii) All obligations surviving Termination shall only survive for a period of 3 (three) years following
the date of such Termination.

27.8 Entire Agreement

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

(a) in the case of the Contractor, be given by facsimile or e-mail and by letter delivered
by hand to the address given and marked for attention of the person set out below or to
such other person as the Contractor may from time to time designate by notice to the
Authority; provided that notices or other communications to be given to an address
outside [Delhi] may, if they are subsequently confirmed by sending a copy
thereof by registered acknowledgement due, air mail or by courier, be sent by
 facsimile or e-mail to the person as the Contractor may from time to time designate by
notice to the Authority;

(b) in the case of the Authority, be given by facsimile or e-mail and by letter delivered
by hand and be addressed to the [Chairman] of the Authority with a copy delivered to
the Authority Representative or such other person as the Authority may from time to
time designate by notice to the Contractor; provided that if the Contractor does not have
an office in [Delhi] it may send such notice by facsimile or e-mail and by registered
acknowledgement due, air mail or by courier; and
(c) any notice or communication by a Party to the other Party, given in
accordance herewith, shall be deemed to have been delivered when in the normal course
of post it ought to have been delivered and in all other cases, it shall be deemed to
have been delivered on the actual date and time of delivery; provided that in the
case of facsimile or e- mail, it shall be deemed to have been delivered on the working
day following the date of its delivery.
27.14 Language

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

27.15 Counterparts

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

27.16 Confidentiality

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

27.17 Copyright and Intellectual Property rights

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

(a) apply throughout the actual or intended working life (whichever is longer) of the
relevant parts of the Works;
(b) entitle any person in proper possession of the relevant part of the Works to copy, use
and communicate the Contractor's documents for the purposes of completing, operating,
maintaining, altering, adjusting, repairing and demolishing the Works; and
 (c) in the case of Contractor's documents which are in the form of computer programs
and other software, permit their use on any computer on the Site and other places as
envisaged by this Agreement, including replacements of any computers supplied by the
Contractor.

(ii) The Contractor's documents and other design documents made by (or on behalf of) the
Contractor shall not, without the Contractor's consent, be used, copied or communicated to a
third party by (or on behalf of) the Authority for purposes other than those permitted under this
Clause 27.17.

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

27.18 Limitation of Liability

(i) Neither Party shall be liable to the other Party for loss of use of any Works, loss of profit,
loss of any contract or for any indirect or consequential loss or damage which may be suffered
by the other Party in connection with this Agreement, save and except as provided under
Articles 23 and 25.

(ii) The total liability of one Party to the other Party under and in accordance with the provisions
of this Agreement, save and except as provided in Articles 23 and 25, shall not exceed the
Contract Price. For the avoidance of doubt, this Clause shall not limit the liability in any case
of fraud, deliberate default or reckless misconduct by the defaulting Party.
27.19 Care and Supply of Documents

(i) Each of the Contractor’s documents shall be in the custody and care of the Contractor, unless and
until taken over by the Authority. Unless otherwise stated in the Agreement, the Contractor shall
supply to the Authority 2 (two) copies of the each of the Contractor’s documents.

(ii) The Contractor shall keep, on the Site, a copy of the Agreement, publication named in the
Authority’s requirements, the Contractor’s documents, and variations and other communications
given under the Agreement. The Authority’s personnel shall have the right of access to all these
documents at all reasonable times.

(iii) If a Party becomes aware of an error or defect of a technical nature in a document which was
prepared for use in executing the Works, the Party shall promptly give notice to the other party of
such error or defect.

27.20 Authority’s Use of Contractor’s Documents.

(i) As between the Parties, the Contractor shall retain the copyright and other
Intellectual Property rights in the Contractor’s Documents and other design
documents made by (or on behalf of) the Contractor.
(ii) The Contractor hereby gives to the Authority a non-terminable transferable
nonexclusive royalty-free license to copy, use and communicate the Contractor’s Documents,
including making and using modifications of them. This license shall:

(a) apply throughout the actual or intended working life (whichever is longer) of the
relevant parts of the Works,
(b) entitle any person in proper possession of the relevant part of the Works to copy, use
and communicate the Contractor’s Documents for the purposes of completing,
operating, maintaining, altering, adjusting, repairing and demolishing the Works, and
(c) in the case of Contractor’s Documents which are in the form of computer programs
and other software, permit their use on any computer on the Site and other places as
envisaged by the Contractor, including replacements of any computers supplied by the
Contractor.

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

27.21 Contractor’s Use of Authority’s Documents

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

27.22 Access to the Site by Others

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

27.23 Term

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

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

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

27.25 Representation and Bribes

The Contractor represents and warrants to the Authority that:

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

document furnished by it to the Authority, or to any Governmental Instrumentality
in relation to Applicable Permits contains or will contain any untrue statement of
material fact or omits or will omit to state a material fact necessary to make such
representation or warranty not misleading; and
(b) It warrants that no sums, in cash or kind, have
any express or implied right or authority to assume or to create any obligation or
responsibility on behalf of or in the name of the other Party.

have been paid or will be paid by or on behalf of the Contractor, to any person by way of fees,
commission or otherwise for securing or entering into the Contractor for influencing or
attempting to influence any officer or employee of the Authority or GOI in connection
therewith.

27.26 No Agency

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

(See Clauses 2.1 and 8.1)

Site of the Project

1 The Site

(i) Treatment of 7 Nos of landslide location on NH 107 & 107A in the State of
Uttarakhand under EPC Mode in NH(O) Annual Plan 2023-24 . Project Highway shall
include the land, buildings, structures and road works as described in Annex-I of this Schedule-A.

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

(iii) An inventory of the Site including the land, buildings, structures, road works, trees and any
other immovable property on, or attached to, the Site shall be prepared jointly by the
Authority Representative and the Contractor, and such inventory shall form part of the
memorandum referred to in Clause 8.2 (i) of this Agreement.

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

(v) The status of the environment clearances obtained or awaited is given in Annex-IV.
 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 Treatment of 7 Nos of landslide location on NH 107 & 107A in the
State of Uttarakhand under EPC Mode in NH(O) Annual Plan 2023-24 The land,
carriageway and structures comprising 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:

Existing Chainage Proposed

S. Existing ROW
ROW in Remark
No. in Meters
From (km) To (km) Meters

NH 109 (New NH
107)
Ch 29.010 Ch. 29.280
Ch 48.640 Ch, 48.760 24.00
Ch 53.410 Ch. 53.610
1. Ch 54.840 Ch 54.980 NA
Ch 56.050 Ch 56.140 &
Ch 58.940 Ch 59.020
& &
NH 107A NH 107A 20.00
Ch 81.900 Ch 82.015

3. Carriageway

The Present carriageway of the Project Highway is 12.00 Mtr on NH 109 (New NH-107) &
3.75 Mtr. In NH 107A. The type of existing pavement is flexible pavement.
4. Major Bridges

The Site includes the following Major Bridges:

S. Chainage Type of Structure No. of Spans Width

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

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

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

S. Chainage Type of Structure No. of Spans Width ROB/

No. (km) with span (m) RUB
Foundation Superstructure length (m)

Nil

6. Grade separators

The Site includes the following grade separators:

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

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

Nil

7. Minor bridges

The Site includes the following minor bridges:

Existing PWD Existing No. of Spans Clear

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

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 (km) Type of Structure No. of Spans with Width
span length (m) (m)

Nil

10. Culverts

The Site has the following culverts:

Existing
Span /Opening with span
S.No. Chainage Type of Culvert
length (m)
(km)
NIL

11. Bus bays

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

Name of Existing
S. No. Remark
Town/Village Chainage (km)
Nil

12. Truck Lay byes

The details of truck lay byes are as follows:

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

Nil

13. Road side drains

The details of the roadside drains are as follows:

Location
Type Remark
S.No. From Km To Km
NIL

14. Major junctions

The details of major junctions are as follows:

 Existing Category of Cross Type of
Lane Configuration
S. No. Location Type Road pavement
(km) LHS RHS LHS RHS (CC/BT)
NIl

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

15. Minor junctions

The details of the minor junctions are as follows:

Pavement Type
Existing Category of Cross
S. No. Type
Location (km) Road
(CC/BT)

NIL

16. Bypasses

The details of the existing road sections proposed to be bypassed are as follows:

S. Name of bypass Chainage (km) Length (in

No. (town) From km to km Km)

Nil

17. Other structures

[Provide details of other structures, if any.]

18. Utilities

(i) Electrical utilities

The site includes the following electrical utilities: -

Sr. Location/stretch
Type of Utility Unit Quantity
No
LHS RHS
NIL

(ii) Public Health utilities (Water/Sewage Pipe Lines) * The site includes the following Public
Health utilities: -
 B Water/Sewage pipeline Total LHS RHS

NIL

(iii) Any Other Line

(* This is illustrative and may change as per features of existing utilities.)

 Annex – II

(As per Clause 8.3 (i))

(Schedule-A)

Dates for providing Right of Way of Construction Zone

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

On appointed date. Within 90/-- days.

Date of
From Length Width providing
Sl. No To (Km.)
(Km) (mtr) (m) Right of Remark
Way*
1 2 3 4 5
NH 109
(New NH
107)
Ch 29.010 Ch. 29.280
Ch 48.640 Ch, 48.760
NH 109 Ch 53.410 Ch. 53.610 On
(New Ch 54.840 Ch 54.980
appointed
NH107) Ch 56.050 Ch 56.140 1015 24.00 m
& NH Ch 58.940 Ch 59.020
date
107A & &
NH 107A NH 107A
Ch 81.900 Ch 82.015

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

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

(i) No Modification on existing Alignment.

(ii) Traffic Signage plan :- The contractor shall provide the traffic signage plan for the signage
installations as per Schedule-B requirements based on site/design requirement as per IRC:SP: 99
& IRC: 67-2012.
 Annex – IV

(Schedule-A)
Environment Clearances

Environment clearances – Not required as per Ministry circular no. F.No.21-270/2008-IA.III, Dated 22
August 2013.
 Schedule - B
(See Clause 2.1)
Development of the Project Highway

1. Development of the Project Highway

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

2. Rehabilitation and augmentation

Rehabilitation and augmentation shall include S t r e n g t h e n i n g o f t h e Project Highway as

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

3. Specifications and Standards

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

(Schedule-B)

Name of work: Treatment of 7 Nos of landslide location on NH 107 & 107A in the State
of Uttarakhand under EPC Mode in NH(O) Annual Plan 2023-24

(Schedule-B)

Note: Description of the Project Highway shall be given by the Authority in detail together with
explanatory drawings ( where necessary) to explain the Authority’s requirements precisely in
order to avoid subsequent changes in the Scope of the Project. The particulars that must be
specified in this Schedule-B are listed below as per the requirements of the Manual of
Specifications and Standards for slope protection works, referred to as the Manual. If any
standards, specifications, or details are not given in the Manual, the minimum
design/construction requirements shall be as specified in this Schedule. In addition to these
particulars, all other essential project specific details, as required, should be provided in order to
define the Scope of the Project clearly and precisely.

Scope of Work:
The work shall be executed as per MoRT&H Specifications for Road and Bridge works
(Fifth Revision) and other relevant updated IRC codes/manuals. The details of the work
proposed in this estimate for the entire project length are as follows:

A. (CH 29.010 – 29.280KM)

a) Application of 100mm thick shotcrete in two layers of 50mm thick each sandwiched with
50mmx50mm chain link fabric i/c installation of 25 mm dia, 7.0m deep fully threaded rock
anchors @ 2.00m c/c (staggered) from Ch. 29.010km to Ch. 29.160km and from El
±870m to El ±910m in average area of 4250 sqm
{DRG. NO. THDC /RKSH/D&E/MoRTH/(L-CH 29.030 – 29.270) /TD-01}
b) Provision of 10m deep, 75mm dia perforated PVC pipe @ 10m c/c along vertical and
longitudinal direction at gap suggested between the shotcrete slope & Provision of 10m
deep, 75mm dia perforated PVC pipe @ 10m c/c along longitudinal on the visible seepage
spots on slope.
{DRG. NO. THDC /RKSH/D&E/MoRTH/(L-CH 29.030 – 29.270) /TD-01}
c) Provision of 3m high CC cladding anchored with 7m deep 38/19mm dia SDRA @ 2.5m c/c
from from Ch. 29.010km to Ch. 29.190km
{DRG. NO. THDC /RKSH/D&E/MoRTH/(L-CH 29.030 – 29.270) /TD-01}
d) Provision of 8m wide cc stepped channel from for elevation El ±870m to El ±910m over
the existing drain
{DRG. NO. THDC /RKSH/D&E/MoRTH/(L-CH 29.030 – 29.270) /TD-01}
e) Supply and installation of high tensile rolled cable net with secondary mesh in area of
(2800 sqm) i/c installation of 38/19 mm dia, 9.0m deep self-driven hollow anchors (400kN
yield load) @ 2.00m c/c (staggered) with base plates from Ch. 29.220km to 29.280km and
elevation ranging from El ±875m to ±El 920m on the vulnerable patches.
{DRG. NO. THDC /RKSH/D&E/MoRTH/(L-CH 29.030 – 29.270) /TD-01}
f) Provision of 4m high CC gravity wall anchored with 9m deep 38/19mm dia SDRA @ 2.0m
c/c from Ch. 29.220km to Ch. 29.280km.
{DRG. NO. THDC /RKSH/D&E/MoRTH/(L-CH 29.030 – 29.270) /TD-01}
Minimum
SN Description of items Unit
Quantity*
Earth work in excavation of foundation of structures
as per drawing and technical specification, including
setting out, construction of shoring and bracing,
removal of stumps and other deleterious matter,
1 CuM 45.00
dressing of sides and bottom and backfilling with
approved material.

Ordinary Rock - Manual Means

Plain cement concrete 1:3:6 nominal mix (M10) in

foundation with crushed stone aggregate 40 mm
2 nominal size mechanically mixed, placed in CuM 18.00
foundation and compacted by vibration including
curing for 14 days

Plain/Reinforced cement concrete in CC wall

structure complete as per drawing and Technical
Specifications. Cement concrete of Grade M25,
Using concrete Mixer Height up to 5m including
supply of all material, labour, T&P etc. for proper
3 CuM 270.00
completion of work including Centering and
shuttering and sttrutting, propping, removal of form
work for retaining walls, return walls (any thickness)
including attached pilasters buttresses, plinth.
*Upto 5m.

Providing weep holes in Brick

masonry/Plain/Reinforced concrete abutment, wing
wall/return wall with 100 mm dia PVC pipe,
4 RM 90.00
extending through the full width of the structure with
slope of 1V :10H towards drawing foce. Complete as
per drawing and Technical specifications

Supply and Installation of Self driven rock anchor

made of 40CR material with outer dia of 38 mm and
inner dia of 19 mm, Yield Load Carrying Capacity of
Minimum 400 KN in soil / overburden /rock suitable
for drilling placing and cement grouting. Installation
5 RM 1008.00
with all accessories such as 76 mm dia drill bit,
couplers, 10mm thick base plate and nut and bolt
complete in all respect but excluding the cost of
cement grouting which will be paid extra as per
reievant BOQ item..

Cement pressure grouting through Hollow Soil/Solid

Rock Anchor of outer dia 76/51/38/32/25 in Rock /
6 overburden including all cost of material and Bags 756.00
equipments required to complete the grouting work
at desired pressure.
 Application of 100mm thick Shotcrete (M-25) in two
layers 50mm each sandwiched with chain link fabric
50mmx50mm size including supply of all material for
shot crete (Inclusive for rebound) and excluding the
7 CUM 425
cost of chain link fabric, labour T&P etc. for proper
completion of the work as per drawings, Technical
Specifications and the direction of Engineer-in-
charge.
Supply and Installation of G.l. chain link fabric
fencing of required width in mesh size 50x50mm
including 2mm dia binding wire or nuts, bolts and
8 washers as required for proper completion of the SQM 4250
work as per drawings, Technical Specifications and
the direction of Engineer-in-charge. Made of G.l. wire
of dia 4mm.
Drilling of 50 mm dia. hole for installation of 25mm
dia. Anchors in rock by sufficient drilling equipment
9 with necessary auxiliary equipment & accessories RM 7441.00
and including all cost of equipments, labour,
materials & works connected with drilling..
Supply and installation of 25mm dia fully threaded
10 rock anchors (Fe550D) including supply of all RM 7441.00
material, labour, t&p for proper completion of work..
Cement pressure grouting through Hollow Soil/Solid
Rock Anchor of outer dia 76/51/38/32/25 in Rock /
11 overburden including all cost of material and Bags 372.05
equipments required to complete the grouting work
at desired pressure.
Providing and installing subsurface drainage pipes -
Perforated PVC pipe (lined with Non -woven
12 Geotextile) of 75 mm internal diameter as per the RM 900.00
drawings etc. complete including the cost of drilling
and as directed by Engineer -In -Charge.
Plain cement concrete 1:3:6 nominal mix (M10) in
foundation with crushed stone aggregate 40 mm
13 nominal size mechanically mixed, placed in CuM 32.00
foundation and compacted by vibration including
curing for 14 days

Plain/Reinforced cement concrete in CC wall

structure complete as per drawing and Technical
Specifications. Cement concrete of Grade M25,
Using concrete Mixer Height up to 5m including
supply of all material, labour, T&P etc. for proper
14 CuM 320.00
completion of work including Centering and
shuttering and sttrutting, propping, removal of form
work for retaining walls, return walls (any thickness)
including attached pilasters buttresses, plinth.
*Upto 5m.
 Supplying and fixing 10 Gauge weld mesh of size
100mm x100 mm for floor/ roof slab concrete screed
15 SQM 640.00
over the micro beams as reinforcement. The weld
mesh shall be fixed as per drawing.
Providing weep holes in Brick
masonry/Plain/Reinforced concrete abutment, wing
wall/return wall with 100 mm dia PVC pipe,
16 RM 80.00
extending through the full width of the structure with
slope of 1V :10H towards drawing foce. Complete as
per drawing and Technical specifications

Earth work in excavation of foundation of structures

as per drawing and technical specification, including
setting out, construction of shoring and bracing,
removal of stumps and other deleterious matter,
17 CuM 60
dressing of sides and bottom and backfilling with
approved material.

Ordinary Rock - Manual Means

Plain cement concrete 1:3:6 nominal mix (M10) in

foundation with crushed stone aggregate 40 mm
18 nominal size mechanically mixed, placed in CuM 14.40
foundation and compacted by vibration including
curing for 14 days

Plain/Reinforced cement concrete in CC wall

structure complete as per drawing and Technical
Specifications. Cement concrete of Grade M25,
Using concrete Mixer Height up to 5m including
supply of all material, labour, T&P etc. for proper
19 CuM 312.00
completion of work including Centering and
shuttering and sttrutting, propping, removal of form
work for retaining walls, return walls (any thickness)
including attached pilasters buttresses, plinth.
*Upto 5m.

Providing weep holes in Brick

masonry/Plain/Reinforced concrete abutment, wing
wall/return wall with 100 mm dia PVC pipe,
20 RM 72.00
extending through the full width of the structure with
slope of 1V :10H towards drawing foce. Complete as
per drawing and Technical specifications

Supply and Installation of Self driven rock anchor

made of 40CR material with outer dia of 38 mm and
inner dia of 19 mm, Yield Load Carrying Capacity of
Minimum 400 KN in soil / overburden /rock suitable
for drilling placing and cement grouting. Installation
21 RM 540.00
with all accessories such as 76 mm dia drill bit,
couplers, 10mm thick base plate and nut and bolt
complete in all respect but excluding the cost of
cement grouting which will be paid extra as per
reievant BOQ item..
 Cement pressure grouting through Hollow Soil/Solid
Rock Anchor of outer dia 76/51/38/32/25 in Rock /
22 overburden including all cost of material and Bags 405.00
equipments required to complete the grouting work
at desired pressure.

Supply and installation of high tensile rolled cable net

having aperture size not more than 300mm in one
direction and minimum longitudinal tensile strength
100 KN/M and puncturing resistance 200 kN,
comprising of minimum 8mm dia wire rope cable with
a minimum breaking load of 40.7kN. The tensile
strength of wire of the cable should be 1770 N/sqmm
having corrosion protection of Zn Coating Class A or
95% Zn + 5% Al Class-B (Galfan) Coating as per
IS/ISO-17746-2016 for treatment of slopes including
all cost of material (net, boundary rope & rope
anchor etc. comprising of the complete system),
23 SQM 2800.00
labour, special labour and T&P required to complete
the work in all respect in accordance with
drawings,Technical Specifications and as per the
direction of Engineer-in-charge. Product
Manufacturer shall have in-house test facility for
conducting longitudinal tensile strength and
puncturing resistance test and shall be responsible
for carrying out both test (longitudinal tensile strength
and puncturing resistance) during PDI, per lot in
presence of respresentative/s of E-i-C on his own
expenses.

Supply and installation of Chain link fabric (2.7mm

wire dia with zinc coating 240g/ sq.m) of 50X50 mm
size (Fe 500) including 2mm dia binding wire or
nuts, bolts and washers as required for proper
completion of the work as per drawings, Technical
24 SQM 2800.00
Specifications and the direction of Engineer-in-
charge. Made of G.l. wire of dia 2.7mm.for treatment
of slopes as secondary mesh including all cost of
material, labour, special labour and T&P required to
complete the work in all respect as per drawings.

Supply and Installation of Self driven rock anchor

made of 40CR material with outer dia of 38 mm and
inner dia of 19 mm, Yield Load Carrying Capacity of
Minimum 400 KN in soil / overburden /rock suitable
for drilling placing and cement grouting. Installation
25 RM 6300.00
with all accessories such as 76 mm dia drill bit,
couplers, 10mm thick base plate and nut and bolt
complete in all respect but excluding the cost of
cement grouting which will be paid extra as per
relevant BOQ item..
 Cement pressure grouting through Hollow Soil/Solid
Rock Anchor of outer dia 76/51/38/32/25 in Rock /
26 overburden including all cost of material and Bags 4725.00
equipments required to complete the grouting work
at desired pressure.
*These quantities are minimum to be executed and may exceed as per site requirement. Any increase
in the height and quantity as per site requirements shall not be considered as positive change of
scope.
**In case of any discrepancy of chainage, the geographical coordinates provide in the tender drawings
shall be final and binding to EPC contractors

B. CH.48.640-48.760
a) Provision of Hill side toe 4 m high Anchored CC Cladding (M20) with drain for 30 m length
from CH. 48.660-48.690 KM for El.±1380 - ±1384m with lateral SDRA 38/19 mm dia., 8 m
deep @ 2 m c/c in longitudinal direction in two rows.
(THDC/RKSH/D&E/MoRTH/(L-CH.48.640-48.760)/TD-01 Sheet 1, Sheet 2 and Sheet 3).
b) Provision of Reinforced Soil Wall i/c installation of 9 m deep, 38 mm. dia. lateral anchors
over excavated slope @ 2.0 m c/c (staggered) in both directions with base plates from
CH. 48.660-48.690 KM for El.±1372 - ±1380m.
(THDC/RKSH/D&E/MoRTH/(L-CH.48.640-48.760)/TD-01 Sheet 1, Sheet 2 and Sheet 3).
c) Provision of two Nos. of valley side 3 m high Anchored CC wall (M20) with drain with
installation of lateral anchors 6 m deep, 32 mm. dia. @ 2.0 m c/c (staggered) in both
directions with 8 m deep bottom anchors 38/19 mm. dia. SDRA as cluster of 3 Nos. of
bundled SDRA @ 2.5 m c/c (staggered) in longitudinal direction and 2 rows in transverse
with base plates from CH 48.660-48.690 KM. f0r El. ±1364m - ±1367 and El. -±1355m -
±1357, respectively.
(THDC/RKSH/D&E/MoRTH/(L-CH.48.640-48.760)/TD-01 Sheet 1, Sheet 2 and Sheet 4).
d) Provision of valley side 5 m high Gabion wall for toe protection from CH. 48.660-48.690
KM for El.±1348-±1344m.
(THDC/RKSH/D&E/MoRTH/(L-CH.48.640-48.760)/TD-01 Sheet 1, Sheet 2 and Sheet 3).

Minimum
SN Unit
Description of items Quantity*
Earthwork in excavation for foundation of
structures as per drawing and technical
specification including setting out,
removing, spreading or stacking of spoils
within a lead of 500 m. as directed and
including trimming the sides of the
1 CUM 1678.8
trenches, levelling, dressing and ramming
the bottom, complete as per direction of
the Engineer-in- Charge in all sorts of soil
excluding marshy soil & rocks (soft or
hard) by manual means. (Reference
MoRT&H's specification clause 304).
 Providing & Backfilling behind CC wall
with approved selected reinforced
granular fill material to be obtained from
private querry or land as available within
lead of 1-2 km including all leads and lifts,
2 CUM 1,629.00
including segregation, complete as per
drawing and technical specification
(Reference to MoRT&H's specification
Clause 3100 and IRC:78 clause 710.1.4)
& 2200.
Providing and laying in Plain cement
concrete 1:3:6 nominal mix in foundation
with crushed stone aggregate 40 mm
3 CUM 68.10
nominal size mechanically mixed, placed
in foundation and compacted by vibration
including curing for 14 days.M10
Providing and laying cement concrete in
retaining walls, return walls, walls (any
thickness) including attached pilasters,
columns, piers, abutments, pillars, posts,
4 struts, buttresses, string or lacing CUM 273.00
courses, parapets, coping, bed blocks,
anchor blocks, plain window sills, fillets,
sunken floor etc, excluding the cost of
centering.

Providing and laying in position specified

grade of reinforced cement concrete in
5 open foundation complete complete as CUM 50.40
per drawing and technical specifications
(M-30 grade in Raft).

Supplying, fitting and placing HYSD bar

reinforcement in foundation complete as
6 TON 5.93
per drawing and technical specifications.
*Raft foundation for CC walls
Supplying, fitting and placing HYSD bar
reinforcement in sub-structure complete
7 as per drawing and technical TON 0.74
specifications.
*To fix geogrids in RS walls
 Providing & making Gabion structure with
Mechanically Woven Double Twisted
Hexagonal Shaped Wire mesh Gabion
Boxes as per IS 16014:2012,MORTH
Clause 2500, of required size, Mesh Type
10x12(D=100 mm with tolerance of ±2%)
Zinc+PVC coated, Mesh wire
diameter2.7/3.7mm, mechanically
edged/selvedged with partitions at every
8 CUM 600.00
1m interval and shall have minimum 10
numbers of openings per meter of mesh
perpendicular to twist, tying with lacing
wire of diameter filled with boulders with
least dimension of 200 mm, as per
drawing, all complete 2.2/3.2mm(ID/OD),
supplied @3% by weight of Gabion
boxes,as per directions of Engineer-in-
charge.

Supplying and laying high strength

flexible geogrids (HSFG) as soil
reinforcement / basal reinforcement as
per MORTH 3100 and IRC 113, made of
9 high tenacity polyester core with SQM.
polyethylene coating with Minimum Long
Term Design Strength (LTDS) of more
than 50% of ultimate tensile strength at
30 degreeCelcius corresponding to 12 %
strain.
Ultimate tensile strength- 300 kN/m 900.00
Ultimate tensile strength- 200 kN/m 900.00
Providing and laying Needle Punched
and Mechanically Bonded Non-Woven
Geotextile indigenously manufactured
from high quality polypropylene staple
fibres for separation, drainge and filtration
11 SQM. 600.00
application below Gabion Mattress and
behind Gabion Wall with necessary
overlaps as per the specifications with
prior approval or directed by Engineer-in-
Charge.
 Supplying & laying of drainage composite
for use behind walls, between two
different fills, longside drains of road,
below concrete lining of canals etc.
having thermobonding a draining core -
HDPE geonet comprises of two sets of
parallel overlayed ribs integrally
connected to have a rhomboidal shape
with a polyethylene film and a nonwoven
geotextile having mass per unit area 130
gsm and tensile strength of 8.0 kN/m that
12 will be working as separation or SQM 211.20
protecting layer, geocomposite having in
plane flow capacity of 0.7 L / (m.s) at
hydraulic gradient of 1.0 & 20 kPa
pressure and tensile strength of 13.5
kN/m , with mass per unit area of 830
gsm, at easily accessible location
including top and bottom, with all leads
and lifts, manpower and
machinery,materials, labour etc. complete
and as directed by Engineer - In -
Charge.
Providing and installing subsurface
drainage pipes - Perforated PVC pipe
(lined with Non -woven Geotextile) of 75
13 RM 72.60
mm internal diameter as per the drawings
etc. complete including the cost of drilling
and as directed by Engineer -In -Charge.
Supply and Installation of Self driven rock
anchor made of 40CR material with outer
dia of 38 mm and inner dia of 19 mm,
Yield Load Carrying Capacity of Minimum
400 KN in soil / overburden /rock suitable
for drilling placing and cement grouting.
14 RM 2,856.00
Installation with all accessories such as
76 mm dia drill bit, couplers, 10mm thick
base plate and nut and bolt complete in
all respect but excluding the cost of
cement grouting which will be paid extra
as per reievant BOQ item..
Cement pressure grouting through Hollow
Soil/Solid Rock Anchor of outer dia
76/51/38/32/25 in Rock / overburden
15 Bags 2,142.00
including all cost of material and
equipments required to complete the
grouting work at desired pressure.

*These quantities are minimum to be executed and may exceed as per site requirement. Any
increase in the height and quantity as per site requirements shall not be considered as
positive change of scope.
**In case of discrepancy of chainage, the geographical coordinates provide in the tender drawings
shall be final and binding to EPC contractors
C. CH53.410 –53.610KM
a) Dismantling of existing breast wall.
b) Provision of 5.0m high CC gravity wall with drain resting over 10m deep, 300mm dia
micro-piles @3.0m c/c in two rows at the toe along the road THDC
/RKSH/D&E/MoRTH/ L-53.410KM(DEVIDHAR-NH-107)/TD-01-03.
c) Provision of 6m high CC wall over RCC raft with 12-14m deep SDRA in two rows @
2.0m c/c at cut slopes at EL±1400m and at EL±1390m in the valley side.
d) Provision of 4.0m high gabion wall at the road level in the valley side for edge
protection and road widening purpose.
e) Provision of gabion channel and anchor block.

Minimum
Unit
S.No Particulars Quantity*
1 Earth work in excavation of foundation of structures as
per drawing and technical specification, including
setting out, construction of shoring and bracing,
removal of stumps and other deleterious matter,
CUM 4390.875
dressing of sides and bottom, backfilling the
excavation earth to the extent required and utilising
the remaining earth locally for road work. Ordinary soil
by manual means
2 Dismantling of existing retaining wall including T&P
and scaffolding wherever necessary, sorting the
dismantled material, disposal of unserviceable CUM 412.50
material and stacking the serviceable material with all
lifts and lead of 1000 metres
3 Plain/Reinforced cement concrete RCC M25 in open
foundation complete as per drawing and technical CUM 806.75
specifications
4 Plain cement concrete 1:3:6 nominal mix in foundation
with crushed stone aggregate 40 mm nominal size
CUM 227.35
mechanically mixed, placed in foundation and
compacted by vibration including curing for 14 days.
5 Plain/Reinforced cement concrete in RCC structure
complete as per drawing and Technical Specifications. CUM 77.75
Cement concrete of Grade M35, using concrete Mixer
6 Supplying, fitting and placing un-coated HYSD bar
reinforcement in foundation complete as per drawing MT 104.15
and technical specifications
7 Plain/Reinforced cement concrete PCC M25 in sub-
structure complete as per drawing and technical CUM 4686.40
specifications, using concrete mixer
8 Supply and installation of perforated MS Casing of 300
mm dia. for Micro-piles in soil mixed with boulders and
soft rock up to desired depth as per drawing and
MT 54.68
Technical Specifications including all cost of material
labour, special labour and T&P required to complete
the work in all respect.
9 Drilling (ODEX drilling using tyre or crawler mounted
machine as per site requirement ) for Micro Piles of
300 mm dia in soil mixed with boulders and soft rock R/M 1100.00
and in rock up to desired depth including all cost of
material labour, special labour and T&P required to
 complete the work in all respect in accordance to
drawings, Technical Specifications and as per
direction of Engineer-in-charge.e

10 Providing and Laying of Mechanically Woven Double

Twisted Hexagonal shaped Gabions (Zinc coated), of
size 3mX1mX1m with two diaphragms at 1m interval,
having mesh opening 100mmx120mm, mesh wire NOS 770.00
diameter 3mm, edge/selvedge wire diameter 3.9mm
and lacing wire diameter 2.2mm. (The work includes
filling of boulders in gabions).
11 Providing and installing subsurface drainage pipes -
Perforated PVC pipe (lined with Non -woven
Geotextile) of 75 mm internal diameter as per the R/M 909.60
drawings etc. complete including the cost of drilling
and as directed by Engineer -In -Charge
12 Back filling behind abutment, wing wall and return wall
complete as per drawing and Technical specification, CUM 3352.50
Granular material
13 Plain/Reinforced cement concrete M20 in sub-
structure complete as per drawing and technical CUM 120.00
specifications
14 Supply and Installation of Self driven rock anchor
made of 40CR material with outer dia of 38 mm and
inner dia of 19 mm, Yield Load Carrying Capacity of
Minimum 400 KN in soil / overburden /rock suitable for
drilling placing and cement grouting. Installation with R/M 14916.00
all accessories such as 76 mm dia drill bit, couplers,
10mm thick base plate and nut and bolt complete in all
respect but excluding the cost of cement grouting
which will be paid extra as per reievant BOQ item..
15 Cement pressure grouting through Hollow Soil/Solid
Rock Anchor of outer dia 76/51/38/32/25 in Rock /
overburden including all cost of material and R/M 11187.00
equipments required to complete the grouting work at
desired pressure.
16 Geotextile filter behind the gabion wall
SQM 825.00

*These quantities are minimum to be executed and may exceed as per site requirement. Any
increase in the height and quantity as per site requirements shall not be considered as
positive change of scope.
**In case of discrepancy of chainage, the geographical coordinates provide in the tender drawings
shall be final and binding to EPC contractors
 D. CH 54.840 - 54.980KM

a) Provision of 90.0m long 6.00m high cc gravity wall over avg. 8.00m deep 300mm ø micro
pile, 2 nos. In a row @ 2.50m c/c (longitudinally) and avg. 8m deep 38/19mm ø lateral
self driven rock anchor 2 nos. in a row @2.50m c/c longitudinally with yield load carrying
capacity of 400kN from Ch. 54.840 km to Ch. 54.930 km at El ± 1444m and 10m deep,
75mm dia subsurface semi perforated drain pipe wrapped around with non woven
geotextile provided in two rows.
DRG. NO. THDC /RKSH/D&E/MoRTH/(L-CH. 54.840 - 54.980) /TD-01
b) Provision of 90m long 10.00m wide RCC road over avg. 8m deep 300mm ø micropile
(M35-conc.) 6 nos. In a row @3.00m c/c (longitudinally) and installation of avg. 9m deep
self driven rock anchor of 38/19mm ø 4 in a row @ 3.00m c/c longitudinally with yield
load carrying capacity of 400kN from Ch. 54.840 km to Ch. 54.930 km at El ± 1444m.
DRG. NO. THDC /RKSH/D&E/MoRTH/(L-CH. 54.840 - 54.980) /TD-01
c) Provision of 90m long 5m high cc gravity wall over RCC raft with cluster of 38/19mm ø
self driven rock anchor avg. 8.00m deep @2.5m c/c spacing with yield load carrying
capacity of 400kN from Ch. 54.840 km to Ch. 54.930 km at El ± 1440m and 10m deep,
75 mm subsurface semi perforated drain pipe wrapped around with non woven
geotextile provided in two rows.
DRG. NO. THDC /RKSH/D&E/MoRTH/(L-CH. 54.840 - 54.980) /TD-01

Minimum
S.No. DESCRIPTION OF ITEM UNIT
Quantity*
Earth work in excavation of foundation of
structures as per drawing and technical
specification, including setting out, construction of
shoring and bracing, removal of stumps and
1 other deleterious matter, dressing of sides and CUM
4,095.00
bottom, backfilling the excavation earth to the
extent required and utilising the remaining earth
locally for road work. Ordinary Rock (By manual
means and depth up to 3.0 m)

Hand Packed stone filling in back of wallls

including cost of all materials, royality,T&P etc.
2 CUM
complete as per direction of Engineer-in- charge. 247.50
(As per PWD Uttarakhand specifications)

PCC 1:3:6 in Foundation

(Plain cement concrete 1:3:6 nominal mix in
foundation with crushed stone aggregate 40 mm
3 CUM
nominal size mechanically mixed, placed in 203.40
foundation and compacted by vibration including
curing for 14 days.)

Plain/Reinforced cement concrete, in pile

foundation complete as per drawing and technical
4 CUM
specification pile cap RCC Grade M35 Concrete 897.60
Mixer
 Bored cast-in-situ M35 grade R.C.C. pile excluding
reinforcement complete as per drawing and
5 technical specifications and removal of excavated RM
2,016.00
earth with all lifts and lead upto 1000 m. (Pile
diameter-300 mm)

Plain/Reinforced cement concrete in sub-structure

6 complete as per drawing and technical CUM
817.20
specifications PCC Grade M20 Height upto 5m

Plain/Reinforced cement concrete in sub-structure

complete as per drawing and technical
7 CUM
specifications PCC Grade M25 Height 5m to 10m 1,042.20
Using concrete Mixer

Supplying, fitting and placing HYSD bar

reinforcement in sub-structure complete as per
8 Tonnes
drawing 148.21
and technical specifications
Drilling (ODEX drilling using tyre or crawler
mounted machine as per site requirement ) for
Micro Piles of 300 mm dia in soil mixed with
boulders and soft rock and in rock up to desired
9 depth including all cost of material labour, special RM
2,016.00
labour and T&P required to complete the work in
all respect in accordance to drawings, Technical
Specifications and as per direction of Engineer-in-
charge
Providing and installation of MS Casing for Micro
Piles in soil mixed with boulders and in soft rock
upto desired depth including all cost of material
10 labour, special labour and T&P required to Kg
100.22
complete the work in all respect in accordance to
drawings, Technical Specifications and as per
direction of Engineer-in-charge.

Supply and Installation of Self driven rock anchor

made of 40CR material with outer dia of 38 mm
and inner dia of 19 mm, Yield Load Carrying
Capacity of Minimum 400 KN in soil / overburden
/rock suitable for drilling placing and cement
11 RM
grouting. Installation with all accessories such as 3,384.00
76 mm dia drill bit, couplers, 10mm thick base
plate and nut and bolt complete in all respect but
excluding the cost of cement grouting which will be
paid extra as per reievant BOQ item..

Cement pressure grouting through Hollow

Soil/Solid Rock Anchor of outer dia 76/51/38/32/25
12 in Rock / overburden including all cost of material Bags
2,538.00
and equipments required to complete the grouting
work at desired pressure.
 Providing and installing subsurface drainage pipes
- Perforated PVC pipe (lined with Non -woven
13 Geotextile) of 75 mm internal diameter as per the RM
1,800.00
drawings etc. complete including the cost of
drilling and as directed by Engineer -In

*These quantities are minimum to be executed and may exceed as per site requirement. Any
increase in the height and quantity as per site requirements shall not be considered as
positive change of scope.
**In case of discrepancy of chainage, the geographical coordinates provide in the tender drawings
shall be final and binding to EPC contractors.

E. CH 56.050–56.140KM

a) Removal of slided mass/ overburden/ loose rock blocks.

b) Application of High Tensile Rolled Cable Net with secondary mesh of 50mmx50mm size
and 38/19mm dia. SDRA @ 1.75m c/c (staggered) with base plates from CH.56.109 KM
TO CH.56.137 KM. Provision of 10m deep SDRA from EL ±1502m TO EL ±1509m, 14m
deep SDRA from EL ±1510m TO EL ±1524m and 10m deep SDRA from EL ±1525m TO
EL ±1535m
{THDC /RKSH/D&E/MoRTH/ L-CH 56.050-56.140/TD-01}.
c) Provision of 4m high, 74m length CC wall over RCC raft with 10m deep SDRA in two
rows @ 2.5m c/c at EL±1497m from CH. 56.063 KM TO CH. 56.137 KM.
{THDC /RKSH/D&E/MoRTH/ L-CH 56.050-56.140/TD-01}.
Minimum
S.No. DESCRIPTION OF ITEM UNIT
Quantity*
1 Earth work in excavation of foundation of structures
as per drawing and technical specification, including
setting out, construction of shoring and bracing,
removal of stumps and other deleterious matter,
CUM 355.2
dressing of sides and bottom and backfilling with
approved material. Ordinary Soil (By Manual means
and depth up to 3.0 m)

2 Excavation in Soil with Dozer with lead upto 100

metres
(Excavation for road way in soil by mechanical
means including cutting and pushing the earth to
site
of embankment upto a distance of 100 metres CUM 240
(average lead50 metres), including trimming bottom
and side slopes in accordance with requirements of
lines, grades and cross sections.)

3 PCC 1:3:6 in Foundation

(Plain cement concrete 1:3:6 nominal mix in
foundation with crushed stone aggregate 40 mm
nominal size mechanically mixed, placed in CUM 23.68
foundation and compacted by vibration including
curing for 14 days.)
4 Plain/Reinforced cement concrete in sub-structure
complete as per drawing and technical
specifications (PCC Grade M25, Using Concrete CUM 404.04
Mixer, Heightupto 5m)

5 Plain/Reinforced cement concrete in sub-structure

complete as per drawing and technical
specifications (RCC Grade M30, Using concrete RM 89
Mixer, Height upto 5m)

6 Supplying, fitting and placing HYSD bar

reinforcement in sub-structure complete as per TONNE 10.53
drawing and technical specifications
7 Hand Packed stone filling in back of wallls including
cost of all materials, royality, T&P etc. complete as
per direction of Engineer-in- charge. (As per PWD CUM 42
Uttarakhand specifications)
8 Supply and fixing 75 mm dia PVC drainage pipe
RM 176

9 Supply and installation of high tensile rolled cable

net having aperture size not more than 300mm in
one direction and minimum longitudinal tensile
strength 100 KN/M and puncturing resistance 200
kN, comprising of minimum 8mm dia wire rope
cable with a minimum breaking load of 40.7kN. The
tensile strength of wire of the cable should be 1770
N/sqmm having corrosion protection of Zn Coating
Class A or 95% Zn + 5% Al Class-B (Galfan)
Coating as per IS/ISO-17746-2016 for treatment of
slopes including all cost of material (net, boundary
rope & rope anchor etc. comprising of the complete SQM 1400
system), labour, special labour and T&P required to
complete the work in all respect in accordance with
drawings,Technical Specifications and as per the
direction of Engineer-in-charge. Product
Manufacturer shall have in-house test facility for
conducting longitudinal tensile strength and
puncturing resistance test and shall be responsible
for carrying out both test (longitudinal tensile
strength and puncturing resistance) during PDI, per
lot in presence of respresentative/s of E-i-C on his
own expenses.
10 Supply and installation of Chain link fabric (2.7mm
wire dia with zinc coating 240g/ sq.m) of 50X50 mm
size (Fe 500) including 2mm dia binding wire or
nuts, bolts and washers as required for proper
completion of the work as per drawings, Technical
Specifications and the direction of Engineer-in- SQM 1400
charge. Made of G.l. wire of dia 2.7mm.for treatment
of slopes as secondary mesh including all cost of
material, labour, special labour and T&P required to
complete the work in all respect as per drawings.
 11 Supply and Installation of Self driven rock anchor
made of 40CR material with outer dia of 38 mm and
inner dia of 19 mm, Yield Load Carrying Capacity of
Minimum 400 KN in soil / overburden /rock suitable
for drilling placing and cement grouting. Installation
with all accessories such as 76 mm dia drill bit, RM 6696
couplers, 10mm thick base plate and nut and bolt
complete in all respect but excluding the cost of
cement grouting which will be paid extra as per
reievant BOQ item...

12 Cement pressure grouting through Hollow Soil/Solid

Rock Anchor of outer dia 76/51/38/32/25 in Rock /
overburden including all cost of material and RM 5022
equipments required to complete the grouting work
at desired pressure.

*These quantities are minimum to be executed and may exceed as per site requirement. Any
increase in the height and quantity as per site requirements shall not be considered as
positive change of scope.
**In case of discrepancy of chainage, the geographical coordinates provide in the tender drawings
shall be final and binding to EPC contractors.

F. CH 58.940 – 59.020KM

a) Application of high tensile rolled cable net with secondary mesh of 50mmx50mm size
(Fe500) in area of 2300 sqm i/c Installation of 38/19 mm dia, 8.0m deep self-driven
hollow anchors (400kN yield load) @ 2.00m c/c (staggered) with base plates from CH.
58.940km to 59.020km and elevation ranging from EL ±1604m to ±EL 1642m on the
vulnerable patches
{DRG. NO. THDC /RKSH/D&E/MoRTH/Maikhanda/TD-01 – Sheet No.- 1, 2, 3 & 4}

b) 10m deep, 75mm dia perforated PVC drainage pipe @ 5m c/c for drainage purpose for
CH. 59.000 km - 59.030 km.
{DRG. NO. THDC /RKSH/D&E/MoRTH/Maikhanda/TD-01 – Sheet No.- 1, 2 & 3}
 Minimum
SN
Description of items Unit Quantity*

Supply and installation of high tensile rolled cable net

having aperture size not more than 300mm in one
direction and minimum longitudinal tensile strength 100
KN/M and puncturing resistance 200 kN, comprising of
minimum 8mm dia wire rope cable with a minimum
breaking load of 40.7kN. The tensile strength of wire of
the cable should be 1770 N/sqmm having corrosion
protection of Zn Coating Class A or 95% Zn + 5% Al
Class-B (Galfan) Coating as per IS/ISO-17746-2016 for
treatment of slopes including all cost of material (net,
1 boundary rope & rope anchor etc. comprising of the SqM 2300
complete system), labour, special labour and T&P
required to complete the work in all respect in
accordance with drawings,Technical Specifications and
as per the direction of Engineer-in-charge. Product
Manufacturer shall have in-house test facility for
conducting longitudinal tensile strength and puncturing
resistance test and shall be responsible for carrying out
both test (longitudinal tensile strength and puncturing
resistance) during PDI, per lot in presence of
respresentative/s of E-i-C on his own expenses.

Supply and installation of Chain link fabric (2.7mm wire

dia with zinc coating 240g/ sq.m) of 50X50 mm size
(Fe 500) including 2mm dia binding wire or nuts, bolts
and washers as required for proper completion of the
work as per drawings, Technical Specifications and the
2 SqM 2300
direction of Engineer-in-charge. Made of G.l. wire of dia
2.7mm.for treatment of slopes as secondary mesh
including all cost of material, labour, special labour and
T&P required to complete the work in all respect as per
drawings.

Supply and Installation of Self driven rock anchor made

of 40CR material with outer dia of 38 mm and inner dia
of 19 mm, Yield Load Carrying Capacity of Minimum
400 KN in soil / overburden /rock suitable for drilling
3 placing and cement grouting. Installation with all RM 4600
accessories such as 76 mm dia drill bit, couplers,
10mm thick base plate and nut and bolt complete in all
respect but excluding the cost of cement grouting
which will be paid extra as per reievant BOQ item..
 Cement pressure grouting through Hollow Soil/Solid
Rock Anchor of outer dia 76/51/38/32/25 in Rock /
4 overburden including all cost of material and Bags 3450
equipments required to complete the grouting work at
desired pressure.

Providing and installing subsurface drainage pipes -

Perforated PVC pipe (lined with Non -woven
5 Geotextile) of 75 mm internal diameter as per the RM 70
drawings etc. complete including the cost of drilling and
as directed by Engineer -In -Charge.
*These quantities are minimum to be executed and may exceed as per site requirement. Any
increase in the height and quantity as per site requirements shall not be considered as
positive change of scope.
**In case of discrepancy of chainage, the geographical coordinates provide in the tender drawings
shall be final and binding to EPC contractors

G. CH 81.900 – 82.015KM

a) Application of 100mm thick shotcrete in two layers of 50mm thick each sandwiched with
50mmx50mm chain link fabric over an area of 1150 sqm. From Ch. 81.895km to Ch.
81.905km and for EL ±1130m to EL ±1190m
{DRG. NO. THDC /RKSH/D&E/MoRTH/(CHUNNI VILLAGE - 2)/TD-01} Sheet 1

b) Provision of 3m high, 95m long CC Gravity wall along with road side drain from Ch.
81.905km to Ch.82.000km
{DRG. NO. THDC /RKSH/D&E/MoRTH/(CHUNNI VILLAGE - 2)/TD-01} Sheet 1, 3 & 4

c) Provision of 3m high, 60m long CC Gravity wall resting on RCC raft with 8m deep
38/19mm diaself driven anchor from Ch. 81.895km to Ch.81.955km
{DRG. NO. THDC /RKSH/D&E/MoRTH/(CHUNNI VILLAGE - 2)/TD-01} Sheet 1, 2,3 & 4

d) Provision of 3m high, 55m long cc gravity wall resting on RCC raft with 8m deep
38/19mm diaself driven anchor from Ch. 81.895km to Ch. 81.950km
{DRG. NO. THDC /RKSH/D&E/MoRTH/(CHUNNI VILLAGE - 2)/TD-01} Sheet 1, 2 & 4

Minimum
SN Description of items Unit
Quantity*
Excavation in Hill Area in Soil by Mechanical Means
(Excavation in soil in hilly area by mechanical means
1 including cutting and trimming of side slopes and CuM 142.5
disposing of excavated earth with all lifts and lead upto
1000 metres)
Plain cement concrete 1:3:6 nominal mix (M10) in
foundation with crushed stone aggregate 40 mm
2 nominal size mechanically mixed, placed in foundation CuM 14.73
and compacted by vibration including curing for 14
days
 Plain/Reinforced cement concrete in CC wall structure
complete as per drawing and Technical Specifications.
Cement concrete of Grade M20, Using concrete Mixer
Height up to 5m including supply of all material,
labour, T&P etc. for proper completion of work
3 including Centering and shuttering and sttrutting, CuM 261.25
propping, removal of form work for retaining walls,
return walls (any thickness) including attached pilasters
buttresses, plinth.
*Upto 5m.
WALL SECTION

Plain/Reinforced cement concrete in CC wall structure

complete as per drawing and Technical Specifications.
Cement concrete of Grade M15, Using concrete Mixer
in open foundation including supply of all material,
4 CuM 14.25
labour, T&P etc. for proper completion of work
including Centering and shuttering and sttrutting,
propping, removal of form work.
*ROAD SIDE DRAIN

Supply and Fitting of 75 mm dia UPVC/PVC pipe in the

weep hole of R/W including all cost of material labour
5 RM 79.2
and T&P complete to finish the work as per direction of
Engineer-in-Charge.

Dismantling of existing structures like culverts, ridges,

retaining walls and other structure comprising of
masonry, cement concrete, wood work, steel work,
including T&P and scaffolding wherever necessary,
6 CuM 120
sorting the dismantled material, disposal of
unserviceable material and stacking the serviceable
material with all lifts and lead of 1000 metres
[Rubble stone masonry in cement mortar]

Excavation in Hill Area in Soil by Mechanical Means

(Excavation in soil in hilly area by mechanical means
7 including cutting and trimming of side slopes and CuM 210
disposing of excavated earth with all lifts and lead upto
1000 metres)
Plain cement concrete 1:3:6 nominal mix (M10) in
foundation with crushed stone aggregate 40 mm
8 nominal size mechanically mixed, placed in foundation CuM 10.5
and compacted by vibration including curing for 14
days
 Plain/Reinforced cement concrete in CC wall structure
complete as per drawing and Technical Specifications.
Cement concrete of Grade M20, Using concrete Mixer
Height up to 5m including supply of all material,
9 labour, T&P etc. for proper completion of work CuM 165
including Centering and shuttering and sttrutting,
propping, removal of form work for retaining walls,
return walls (any thickness) including attached pilasters
buttresses, plinth.*Upto 5m.

Plain/Reinforced cement concrete in CC wall

structure's foundation complete as per drawing and
Technical Specifications. Cement concrete of Grade
M30, Using concrete Mixer Height up to 5m including
supply of all material, labour, T&P etc. for proper
10 CuM 29.7
completion of work including Centering and shuttering
and sttrutting, propping, removal of form work for
retaining walls, return walls (any thickness) including
attached pilasters buttresses, plinth.
*Foundation

Supplying, fitting and placing un-coated HYSD bar

reinforcement in foundation complete as per drawing
11 MT 3.5
and technical specifications.
*Foundation

Hand Packed stone filling in back of wallls including

cost of all materials, royality, T&P etc. complete as per
12 CuM 180
direction of Engineer-in- charge. (As per PWD
Uttarakhand specifications)

Supply and Installation of Self driven rock anchor made

of 40CR material with outer dia of 38 mm and inner dia
of 19 mm, Yield Load Carrying Capacity of Minimum
400 KN in soil / overburden /rock suitable for drilling
13 placing and cement grouting. Installation with all RM 480
accessories such as 76 mm dia drill bit, couplers,
10mm thick base plate and nut and bolt complete in all
respect but excluding the cost of cement grouting
which will be paid extra as per reievant BOQ item..

Cement pressure grouting through Hollow Soil/Solid

Rock Anchor of outer dia 76/51/38/32/25 in Rock /
14 overburden including all cost of material and Bags 360
equipments required to complete the grouting work at
desired pressure.
Supply and Fitting of 75 mm dia UPVC/PVC pipe in the
weep hole of R/W including all cost of material labour
15 RM 49.5
and T&P complete to finish the work as per direction of
Engineer-in-Charge.
 Excavation in Hill Area in Soil by Mechanical Means
(Excavation in soil in hilly area by mechanical means
16 including cutting and trimming of side slopes and CuM 192.5
disposing of excavated earth with all lifts and lead upto
1000 metres)
Plain cement concrete 1:3:6 nominal mix (M10) in
foundation with crushed stone aggregate 40 mm
17 nominal size mechanically mixed, placed in foundation CuM 9.625
and compacted by vibration including curing for 14
days

Plain/Reinforced cement concrete in CC wall structure

complete as per drawing and Technical Specifications.
Cement concrete of Grade M20, Using concrete Mixer
Height up to 5m including supply of all material,
18 labour, T&P etc. for proper completion of work CuM 151.25
including Centering and shuttering and sttrutting,
propping, removal of form work for retaining walls,
return walls (any thickness) including attached pilasters
buttresses, plinth.*Upto 5m.

Plain/Reinforced cement concrete in CC wall

structure's foundation complete as per drawing and
Technical Specifications. Cement concrete of Grade
M30, Using concrete Mixer Height up to 5m including
supply of all material, labour, T&P etc. for proper
19 CuM 27.225
completion of work including Centering and shuttering
and sttrutting, propping, removal of form work for
retaining walls, return walls (any thickness) including
attached pilasters buttresses, plinth.
*Foundation

Supplying, fitting and placing un-coated HYSD bar

20 reinforcement in foundation complete as per drawing MT 3.21
and technical specifications.*Foundation

Supply and Installation of Self driven rock anchor made

of 40CR material with outer dia of 38 mm and inner dia
of 19 mm, Yield Load Carrying Capacity of Minimum
400 KN in soil / overburden /rock suitable for drilling
21 placing and cement grouting. Installation with all RM 448
accessories such as 76 mm dia drill bit, couplers,
10mm thick base plate and nut and bolt complete in all
respect but excluding the cost of cement grouting
which will be paid extra as per reievant BOQ item..

Cement pressure grouting through Hollow Soil/Solid

Rock Anchor of outer dia 76/51/38/32/25 in Rock /
22 overburden including all cost of material and Bags 336
equipments required to complete the grouting work at
desired pressure.
 Supply and Fitting of 75 mm dia UPVC/PVC pipe in the
weep hole of R/W including all cost of material labour
23 RM 46.2
and T&P complete to finish the work as per direction of
Engineer-in-Charge.

Application of 100mm thick Shotcrete (M-25) in two

layers 50mm each sandwiched with chain link fabric
50mmx50mm size including supply of all material for
24 shot crete (Inclusive for rebound) and excluding the Cum 115
cost of chain link fabric, labour T&P etc. for proper
completion of the work as per drawings, Technical
Specifications and the direction of Engineer-in-charge.

Supply and Installation of G.l. chain link fabric fencing

of required width in mesh size 50x50mm including
2mm dia binding wire or nuts, bolts and washers as
25 SQM 1150
required for proper completion of the work as per
drawings, Technical Specifications and the direction of
Engineer-in-charge. Made of G.l. wire of dia 4mm.
*These quantities are minimum to be executed and may exceed as per site requirement. Any
increase in the height and quantity as per site requirements shall not be considered as
positive change of scope.
**In case of discrepancy of chainage, the geographical coordinates provide in the tender drawings
shall be final and binding to EPC contractors

Change of Scope

The length of Structures and measures 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.
*These quantities may exceed as per site requirement. Any increase in the length and quantity as per site
requirements shall not be considered as positive change of scope

1. Strengthening of the Existing Highway

(i) The Project Highway shall follow the existing alignment unless otherwise specified by the
Authority. Geometric deficiencies, if any, in the existing horizontal and vertical profiles
shall be corrected as per the prescribed standards for [plain/rolling] terrain to the extent
land is available.
Strengthening work to be done as mentioned above in scope of work.

(ii) Width of Carriageway The width of the carriageway is specified in the Schedule A.

2. Geometric Design and General Features

(i) General
 Geo metric design and general features of the Project Highway shall be in accordance
with IRC:SP:48-1998
(ii) Design speed
As per Hill road Manual IRC:SP:48:1998

(iii) Improvement of the existing road geometrics

Profile correction wherever applicable, shall be done as per directions of Authority
Engineer and Authority.
(iv) Right of Way
Details of the Right of Way are given in Annex II of Schedule-A.

(v) Type of shoulders

(a) Inbuilt-up sections, footpaths/fully paved shoulders shall be provided in the
following stretches:

Sl. No. NH No Stretch Fully paved Reference to cross

(from km to km) shoulders/Footpaths section

NIL

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

(vi) Lateral and vertical clearances at underpasses

(a) Lateral and vertical clearances at underpasses and provision of
guardrails/crash barriers shall be as per the provision of relevant Manual.
(b) Lateral clearance: The width of the opening at the underpasses shall be as
follows:

Sl. No. Location (Chainage) (from Span/ opening Remarks

km to km) (m)
Nil

(vii) Lateral and vertical clearances at overpasses

(a) Lateral and vertical clearances at overpasses shall be as per the provision of
relevant Manual.
(b) Lateral clearance: The width of the opening at the overpasses shall be as
follows:

Sl. No. Location (Chainage) Span/ opening Remarks

(from km to km) (m)
 Nil

(viii) Service roads

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

Sl. Location of service Right hand side (RHS)/Left Length (km) of

No. road (from km to km) hand side (LHS)/ or Both service road
sides
Nil

(ix) Grade separated structures

(a) Grade separated structures shall be provided as per provision of the relevant
Manual. The requisite particulars are given below:
[Refer to the provision of relevant Manual and provide details]

Sl. Location of Length Number and Approach Remarks, if any

No structure (m) length of spans gradient
. (m)
Nil

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

Sl. Location Type of Cross road at Remarks, if any

No. structure
Length Existin Raised Lowered
(m) g Level Level
Level
Nil

(x) Cattle and pedestrian underpass /overpass

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

the provision of relevant Manual and specify the requirements of cattle and
pedestrian
underpass/ overpass]
 Sl. No. Location Type of crossing
Nil

(xi) Typical cross-sections of the Project Highway:

As per drawings attached.

3. Intersections and Grade Separators-

All intersections and grade separators shall be as per the provision of relevant
Manual. Existing intersections which are deficient shall be improved to the prescribed
standards. – Not applicable

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

(i) At-grade intersections-NIL

(ii) Major Junction

Existing Category of Cross Lane Type of

S. No. Location Type Road Configuration pavement
(km) LHS RHS LHS RHS (CC/BT)
Nil

(iii)Minor Junction

Existing Pavement Type

Category of Cross
S. No. Location Type
Road
(km) (CC/BT)

NIL

(ii) Grade separated intersection with/without ramps

Sl. Location Salient features Minimum length of Road to be

No viaduct to be provided carried
. over/under the
structures

Nil

4. Road Embankment and Cut Section

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

 construction of new road embankment/ cuttings shall conform to the Specifications and
Standards given in suitable section of the Manual and the specified cross sectional
details. Deficiencies in the plan and profile of the existing road shall be corrected as per
specifications. Not Applicable

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

The existing road shall be raised in the following sections:

Sl. Section Length Extent of raising [Top of

No. (from km to km) finished road level]

As per Schedule-B

5. PAVEMENT DESIGN

(i) New road shall be laid as an RCC Raft over a cluster of 6-10m deep 38/19mm SDRA anchors
in a cluster of 3 no.s. as per relevant updated IRC codes.

(ii) Type of pavement: New road shall be laid as an RCC Raft on Main Carriageway for
complete project as per relevant IRC codes and MoRT&H specifications. Pavement
shall be designed for minimum design period 20 years, 20 MSA. Stage construction
shall not be permitted.

Surface preparation of the existing project highway shall be carried out as per IRC-SP-
73:2018 &MoRTH specifications for road &bridge works (5th revision). Any positive
change in the quantities of material required for the required crust and pavement work shall
not constitute change of scope and shall not be paid for separately. The Contract price
quoted by the bidder is deemed to include all such costs.

(iii) Design requirements: [Refer to paragraph 5.4, 5.9 and 5.10 of the Manual and specify
design requirements and strategy].

(a) Design Period and strategy

Flexible pavement for new pavement or for widening and strengthening of the
existing pavement shall be designed for a minimum design period of 20 years.
Stage construction shall not be permitted.
(b) Design Traffic
Notwithstanding anything to the contrary contained in this Agreement or the
 Manual, the Contractor shall design the pavement for a design traffic of 20
million standard axles.

(iv) Reconstruction of stretches- As per scope of this schedule.

6. Road side Drainage

Drainage system including surface and subsurface drains in full length for the project
shall be provided as per relevant IRC codes. Drain shall be adequate to discharge main
water flow anticipated from all the provable sources or catchment area.

Sl. NH No. Chainage (km) Length

Remark
No. From Km To Km (km)
NH-107
& NH 107A Ch.
29.280
NH 109 (New
Ch,
NH 107)
48.760
Ch 29.010
Ch.
Ch 48.640
53.610
Ch 53.410
Ch
Ch 54.840
54.980
1 Ch 56.050 1.015 Drain as per drawing
Ch
Ch 58.940
56.140
&
Ch
NH 107A
59.020
Ch 81.900
&
NH
Ch
107A
Ch
82.015

Total Drain 1.015

7. Design of Structures

(i) General

(a) All bridges, culverts and structures (like toe protection measures, slope stability
structures etc) shall be designed and constructed in accordance with the
provision of relevant Manual and shall conform to the cross- sectional features
and other details specified therein and drawings provided.
(b) Width of the carriageway of new bridges and structures shall be as follows:
 Sl. No. Width of carriageway and
Bridge more than 60 mtr Span
cross-sectional features*
Nil

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

Sl. No. Location at km Remarks

Nil

(d) All bridges shall be high-level bridges: NA

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

Sl. Bridge at km Utility service to be Remarks

No. carried
Nil

(f) Cross-section of the new culverts and bridges at deck level for the Project
Highway shall conform to the typical cross-sections given in the provision of
relevant Manual.

(ii) Culverts

(a) Over all length of all culverts shall be equal to the roadway width of the
approaches. Culverts have to constructed in 1 No. Hume Pipe Culvert or higher
specifications as per approved drawings and directions of Engineer in charge.

(b) Reconstruction of existing culverts:

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

Existing Proposed Span of

Sl. No. Type
Chainage Culvert (m)
NIL

(c) Widening of existing culverts:

NIL

(d) Additional new culverts shall be constructed as per particulars given in the
table below:
 Design Chainage
Sl. No. Type Proposed Span culvert(m)
(km)
NIL

(e) Repairs/replacements of railing/parapets, flooring and protection works of the

existing culverts shall be undertaken as per site requirements:

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

(iii) Bridges
(a) Existing bridges to be re- constructed/widened

(i) The existing bridges at the following locations shall be re-constructed as

new Structure.
Design PWD Width of carriageway and
Sl. Proposed Span
Chainage Remark
No. Chainage at km Arrangement cross-sectional features*
Km
Nil

(ii) The following narrow bridges shall be widened:

Width of
Design PWD Existing Proposed Proposed carriageway
Sl. Chainage Type of Existing
Chainage span Span Type of and cross- Remark
No. at km Structures Width
Km Arrangement Arrangement Structure sectional
features*

Nil

(iii) The following narrow bridges shall be re-construct:

Width of
Design PWD Type of Existing span Proposed carriageway
Proposed
Chainage Span and cross- Remark
Sl. No. Chainage Structure ArrangemenWidth Type of
at km Arrangemen sectional
Km s t Structure
t
features*
Nil
 (b) Additional new bridges
New bridges at the following locations on the Project Highway shall be
constructed. GADs for the new bridges are attached in the drawings folder.

Location Design Proposed Span

Sr. No. Remarks
Chainage (m) Arrangement (m)

NIL

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

the following locations:

Sl. No. Location at km Remarks

Nil
(d) Repairs/replacements of the existing bridges shall be undertaken as per
site requirement:
NIL
(e) Drainage system for bridge decks
NIL
(f) Structures in marine environment
NIL
(iv) Rail-road bridges

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

provision of relevant Manual. [Refer to the provision of relevant Manual and
specify modification, if any]
(b) Road over-bridges
Road over-bridges (road over rail) shall be provided at the following level
crossings, as per GAD drawings attached:

Sl. Location of Level crossing (Chainage Length of bridge (m)

No km)
.
Nil

(c) Road under-bridges

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

Sl. Location of Level crossing (Chainage Length of bridge (m)

No km)
.
Nil
(iv) Grade separated structures : NIL

(vi) Repairs and strengthening of bridges and structures

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

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

Sl. Location of bridge Nature and extent of repairs /strengthening to

No. (km) be carried out
NIL

(b) ROB / RUB

Sl. No. Location of Nature and extent of repairs /strengthening to

ROB/RUB (km) be carried out
Nil

(c) Overpasses/Underpasses and other structures

Sl. No. Location of Nature and extent of repairs /strengthening to

Structure (km) be carried out
Nil

(vii) List of Major Bridges and Structures- NIL

8. Traffic Control Devices and Road Safety Works

(i) Traffic control devices and road safety works shall be provided in accordance with the
provision of relevant Manual and latest relevant IRC codes.

(v) Specifications of the reflective sheeting.

Retro reflective sheeting should be with micro-prismatic retro reflective sheeting Type XI
DG Grade in accordance with IRC 67- 2017 and ASTM Standard D4956 - 04.

9. Roadside Furniture

Road side furniture shall be provided in accordance with the provisions IRC: SP:88-
2010, IRC: 67-2017 and IRC 35-2015. The road side furniture shall also include the
following minimum provisions:NiL

Note:
The contractor shall provide the traffic signage plan for the signage installations as per
Schedule-B requirements based on site/design requirement as per IRC: 67-2017 and other
relevant IRC codes and specifications.
 (A) .

10. Compulsory Afforestation-NIL

11. Hazardous Locations

Road safety audit shall be conducted by the bidder.
The contractor shall have to carry out road safety works, thus needs to assess the same and
bid accordingly.

12. Special Requirement for Hill Roads: NA

13 Change of Scope

The length of Structures (including rehabilitation works) 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.
 (Schedule B-1)
[Annexure-ll]

Utilities shifting

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

Notes:
(a) The type/ spacing/ size/ specifications of poles/ towers/ lines/ cables to be used in shifting
work shall be as per the guidelines of utility owning department and it is to be agreed solely
between the Contractor/Concessionaire* and the utility owning department. No change of scope
shall be admissible and no cost shall be paid for using different type/ spacing/ size/ specifications
in shifted work in comparison to those in the existing work or for making any overhead crossings
to underground as per requirement of utility owning department and/or construction of project
highway. The Contractor shall carry out joint inspection with utility owning department and get
the estimates from the utility owning department. The assistance of the Authority is limited to
giving forwarding letter on the proposal of Contractor to utility owning department whenever
asked by the Contractor. The decision/ approval of utility owning department shall be binding on
the Contractor.
(b) The supervision charges at the rates/ charges applicable of the utility owning department may
be paid directly by the Authority to the Utility Owning department as and when Contractor
furnishes demand of Utility Owning Department along with a copy of estimated cost given by the
later.
(c) The disposal of dismantled material/scrap of existing Utility to be shifted/ dismantled shall
decided later in consultation with authority.
(d) The utilities shall be handed over after shifting work is completed to Utility Owning
Department to their entire satisfaction. The maintenance liability shall rest with the Utility Owning
Department after handing over process is complete as far as utility shifting works are concerned.
 Schedule - C

(See Clause 2.1)

Project Facilities

1. Project Facilities

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

(a) Toll plaza: NIL

(b) Roadside furniture; Road side furniture comprising road signs, road markings, object
markers, hazard marker, studs, delineators, attenuators, safety barriers, boundary stones,
kilometer stone etc. shall be provided as per the detailed provided in Schedule-B and Standard
mentioned in Schedule-D. The Overhead Cantilever Informatory Sign if any shall be provided
as per Manual. The locations shall be finalized in consultation with Authority. The pavement
marking and kerb painting shall be done as per the Manual and IRC: 35-2015.
(c) Pedestrian facilities; NIL
(d) Tree plantation; NIL
(e) Truck lay-byes; NIL
(f) Bus-bays and Bus shelters;- NIL
(g) Rest areas –NIL
(h) Traffic Aid Posts - NIL
(i) Medical Aid Posts - NIL
(j) Site office and lab- 1 No.

2. Description of Project Facilities: NIL

 Schedule - D
(See Clause 2.1)
Annex- I
TECHNICAL SPECIFICATIONS

1. Grouted Anchors (25MM DIA)

i) The anchor bar for grouted anchors shall be of 25 mm diameter conforming to IS: 1786. The length
and the pattern of the grouted anchor shall be as directed by the Engineer-in-charge. The diameter of
the drill hole for grouted anchors shall not be less than 50 mm. The grade of steel shall be Fe 550D.
ii) Anchor bar shall be cleaned thoroughly before being placed. The holes shall be cleaned thoroughly,
kept flagged until placing the bar and shall be filled completely and compactly with grout or mortar
mixed in the 1:1 (cement: sand) ratio to the consistency specified by the Engineer-in-Charge including
non-shrinkage additives/ admixtures as per work requirement. All water shall be removed from the
holes when the grouted anchor is placed. The anchor bar to be forced in, placed before grout or
mortar, has taken its initial set and where practicable, shall be vibrated or tapped until entire surface of
the embedded portions of the bars is in intimate contact with the grout. Special care shall be taken to
ensure against movement of the bars which has been placed. Anchor bar shall not be placed less
than six days in advance of concrete operations to allow the grout become set.
Special care shall be taken to prevent movement of the bars till the grout has set. Anchor bars found
loose after setting shall be replaced by and at the expense of the contractor.

Pull out test:

2 % anchors shall be tested as per IS 11309, 1985. All the arrangements for pull out test
shall be done by the contractor at his own cost and test shall be done as per instruction of
the officials of Authority’s Engineer.
Measurement and payment
Measurement for payment of Grouted Anchors shall be done in meters of the length.
Payment for this work shall be as per relevant item in schedule of quantities and bids.

2. Grouted Self-Driven Rock Anchors (SDRA: 38 MM DIA)

General
Supply and installation of 400kN (yield load) capacity self-driven hollow soil / rock anchor
made of 40CR material having outer diameter of 38mm and inner diameter 19 mm in soil /
overburden /rock suitable for drilling, placing and grouting. Installation with sacrificial drill bit
of 76mm dia. including cost of anchor and sacrificial drill bit, coupler etc. Drilling and its
installation. The item of grouting has been included as different BOQ item.
Technical Information
Self-Drilling Hollow Soil also suits well in the conditions where there is thick overburden. The
system consists of the standard sacrificial drill bits and fully threaded hollow bar for core
injection of cement grouting. The system does not require drilling and cased borehole and
therefore installed without difficulty. The system achieved corrosion protection through
encapsulation with grout after installation.

Product Outer Ø Inner Ø Ultimate load Yield load

(KN) (KN)
 (mm) (mm)

38/19 mm 38 19 500 400

dia. SDRA

Grouting
The cement grouting shall be done at a pressure ranging from 1 to 3 kg/cm 2. Average grout-
intake for considering 10 No. anchors shall be 0.75 Bag per R/M. If the grout intake is less
than 0.75 Bag per R/M, then the recovery of the cement grout shall be done at Rs.1000 per
Bag. To increase grout intake 8mm dia hole shall be made in rod @1.0m c/c.
Pull out test
2 % anchors shall be tested as per IS 11309 1985. All the arrangements for pull out test shall
be done by the contractor at his own cost and the test shall be done as per instruction of the
Authority’s Engineer.
Measurement and Payment
Measurement for payment of Self Drilling Hollow Soil shall be done in meters of the length.
Payment for this work shall be as per the relevant item in the schedule of quantities and bids.
Measurement for payment of Grout material shall be done per cement bag. Payment for this
work shall be as per the relevant item in the schedule of quantities and bids
3. High-tensile rolled Cable Netalong with Secondary Mesh
High-Tensile Rolled Cable Net
For the installation of High-Tensile Rolled Cable Nets standard support ropes, seaming ropes
and shackles should be used. For the horizontal connection standard shackles or laces shall
be used.
The composition of this item shall includea net, boundary rope & rope anchor etc. comprising
the complete system
Arrangement of the system shall be produced to the Engineer-in-charge by the contractor
and same shall be used only after approval.
Following parameter must satisfy for acceptance of the system.

Size of mesh shall be 300x300 mm

Minimumdiaof wire rope cable shall be 8mm Product Manufacturer shall have in-house
test facility for conducting longitudinal
Minimum Tensile strength of the net shall be tensile strength and puncturing resistance
100 KN /m test and shall be responsible for carrying
out both test (longitudinal tensile strength
Puncturing Resistance shall be 200kN and puncturing resistance) during PDI,
per lot in presence of respresentative/s of
Minimum breaking load of cable shall be E-i-C on his own expenses.
40.7 KN
Test certificate for the same shall be
Compound for Corrosion Protection: Zn provided by the Contractor.
Coating Class A or 95% Zn + 5% Al Class-B
(Galfan) Coating as per IS/ISO-17746-2016

Secondary Mesh
 Size of mesh shall be 50x50 mm having Yield Strength 400-550 N/mm2 and corrosion protection Zn
coating of 240 g/m2.

Measurement and Payment:

Payment of High Tensile Rolled Cable Net shall be made at the unit rate specified for
relevant item in ‘Schedule Quantity of Bids’ and shall include the cost of supply and
installation of all material i/c secondary mesh for complete work.
Payment of Secondary Net shall be made at the unit rate specified for relevant item in
‘Schedule Quantity of Bids’ and shall include the cost of supply and installation of all material
i/c secondary mesh for complete work.
4. Shotcrete
4.1 General:
The extent of the application Shotcrete required for the work will be determined by surface
conditions exposed after excavations. The contractor shall be required to apply Shotcrete
to any area exposed after excavation and to any natural rock surface so specified or
directed by the Engineer- in – charge.

4.2 Material:
Grading of sand for Shotcrete shall be as below:

Sieve size Percent retained Percent passing

4 1 99

8 10 89

16 17 72

30 23 49

50 27 22

100 17 5

Pan 5 0

Coarse aggregate grading shall be as below:

Sieve size Percent retained Percent passing

3/4 0 100

1/2 33 67

3/8 50 20

N0. 4 12 5

No.8 5 0

Other material to be used in shotcrete shall be governed by applicable specification.

4.3 Equipment:
All the equipment required to prepare mix and apply shotcrete shall be subjected to the
approval of the Engineer- in-charge, and shall be kept clean and maintained in good
 operating condition at times during the performance of the work. Use of either dry mix
equipment or pneumatic feed wet mix machine shall be permitted.

4.4 Design & Testing of Shotcrete:

The Contractor shall be responsible for the design of the mix and quality of the shotcrete
and shall submit his proposed mix design to the Engineer-in-charge for approval. The
Engineer-in-charge will carry out such tests on the materials and shotcrete as he
considers necessary. The contractor shall co-operate with and provide such assistance as
is required by the Engineer-in-charge prior to the start and during the work to check on the
operation of the equipment, and to obtain test samples as specified. Normally the cement
content shall be 400 Kg/cum for all shotcrete.
Prior to the application of any shotcrete samples of the same shall be supplied by the
contractor whenever required by the Engineer-in–charge in the form of test panels
manufactured by the contractor by applying shotcrete on plywood forms. Each test panel
shall be 0.45mX0.45m in size with 15cm high edges for testing (Minimum crushing
strength of core / cube taken from test panels shall not be less than 150 Kg/sq.cm at 3
days and 200 Kg / Sq. cm at 7 days. Minimum crushing strength at 28 days for test cube
specimen shall not be less than 300Kg/sq.cm).

In the strength of cubes is less than that specified, the Engineer- in – charge will have the
right to order for removal of placed layer of shotcrete in the reach where strength is low,
and the contractor shall place shotcrete afresh on his cost.

4.5 Preparation of Surface:

Before shotcrete is applied to any surface, including surfaces of previously applied
shotcrete etc., such surface be thoroughly cleaned of dirt, mud, debris, oil, loose particles,
and any other deleterious matter, including rebound which is defined as the lightly
cemented sand which rebounds from the surface being covered during the sand blasting
as required by the Engineer-in-charge. Seams of sand, clay or other soft or incompetent
material shall be cut back to a depth of at least equal to the width of the seams before
mortar is applied.

Where wire mesh has been installed on rock surface the contractor shall remove all loose
material from the rock surface and re-tighten the mesh as required by the Engineer-in-
charge before shotcrete is done.
Water emerging from surface to be covered with mortar shall be so controlled that, at no
time during the placement or setting of the mortar will such water mix or wash may seep
into the mortar

4.6 Placing of Shotcrete:

Shotcrete shall be placed as soon as practicable after the examination at any location has
been completed. No shotcrete shall be placed when:

i) High wind prevents the nozzle man from proper application of the material.
0
ii) The ambient temperature is less than 4.5 C.
iii) Rain occurs which may wash cement out of the freshly placed material and cause sloughs in
the work.
The required amounts of sand and cement for shotcrete used in dry mix equipment shall
be thorough mixed for a period of at least 1.5 minutes until the mixture is of uniform
consistency, as determined by the Engineer-in-charge. Shotcrete used in wet mix
equipment shall be thoroughly mixed for a period of at least 1.5 minutes prior to use and
any shotcrete which is not used within 40 minutes after initial mixing, shall be washed and
the mixer washed out with clean water

Shotcrete shall be applied to provide a dense, firmly adhering coating which shall be at no
point less than the thickness specified. Each layer shall be applied before the shotcrete in
the proceeding layer has set completely. Provide that no sloughing occurs, the contractor
will be permitted to build up the shotcrete layer to maximum thickness of 50mm in a
continuous application, except that on near vertical surface and on overhead surface the
shotcrete shall be built up in separate layers not exceeding 10 mm thickness

Where a layer of shotcrete is to be covered by a succeeding layer, it should first be

allowed to take its initial set then all laitance, loose material and rebound should be
removed by brooming. Any laitance which has been allowed to take final set should be
removed by sand blasting and the surface cleaned with an air water jet. In addition, the
surface should be thoroughly sounded with a hammer for drummy areas resulting from
rebound pockets or lack of bond. Drummy areas, sags or other defects should be carefully
cut out and replaced with the succeeding layer. Surface to be shot should be damp.

Each layer of shotcrete shall be built up by making several passes of the nozzle over the
working area. The shotcrete should emerge from the nozzle in a steady, uninterrupted
flow. Should the flow become intermittent for any cause, the nozzle man should direct it
away from the work until it again becomes constant. The distance of the nozzle from the
work (Usually between 0.6 and 1.50m) should be such as to give best results for the
conditions. As a general rule it should be held perpendicular to the application surface.
However, when shooting through and encasing reinforcing bars the nozzle should be held
closer and at a slight angle from the perpendicular to permit better encashment and
facilitate the removal of rebound. Also the mix should be a little wetter than normal,
although not so wet that there will be sloughing behind the bar. Where bars are closely
spaced, more than one bar may be shot from each position.

In gunning walls or vertical faces, application should begin at the bottom. The first layer
should at least completely embed the reinforcement adjacent to the form. Layer thickness
shall be governed mainly by the requirement that the shotcrete should not sag. Where
thick layers will be applied, it will be important that the top surface be maintained on
approximately a 45-degree slope and the rebound be kept out of the work. In gunning
slabs, the nozzle should normally be held at a slight angle from the perpendicular so that
the rebound is blown on to the completed portion from where it can be removed.

Contractor shall develop design mix, operating procedures and operations to give
minimum rebound and no inclusion of rebound in the finished shotcrete shall be allowed.
Rebound shall be kept clear of the shotcrete being placed and air jet shall be providing for
 this purpose. The contractor shall take care at all times to prevent the shotcrete spray for
coming into contact with any part of the work not required to be covered with shotcrete,
such as wood framing, should be protected with waterproof paper or other adequate
means. Adjacent structures or grounds which would be damaged by dust and rebound
should also be protected.

Care shall be taken to avoid the formation of sand pockets on the placed shotcrete and
any such pockets shall be cut out and replaced with new shotcrete. The contractor shall
apply shotcrete to embed steel chain link fabric which has been installed on rock surface
and to cover structural steel supports which have been installed in unlined and partially
lined galleries. Such shotcrete will not be considered complete until the shotcrete layer
has been built up to the thickness specified and until the fabric and supporting anchor is
completely covered with shotcrete to a depth of at least 25mm.

4.7 Damaged and Defective Shotcrete:

Shotcrete which fails to bond with rock surfaces or do not conform to any of the specified
requirements or which is damaged at any time during the performance of the work shall
be removed and replaced by and the expense of the contractor and to the satisfaction of
the Engineer-in-charge. Hand patching will not be permitted.

4.8 Rebound:
All precautions shall be taken to keep the rebound as per Indian standard specifications.
Rebound material shall not be reused or incorporated in the work.

4.9 Construction Joints:

Construction joints shall be tapered over a minimum distance of 30cm to a thin wedge and
the surface of such joints shall be thoroughly wetted before any adjacent section of
shotcrete is placed. No square joints shall be permitted.

4.10 Curing:
The finished surface of shotcrete shall be kept continuously moist for at least five days or
treated by the proper application of an approved curing compound.

4.11 Weep Holes:

Where required by the Engineer-in-charge, the contractor shall drill weep holes through
the hardened shotcrete and into rock or embed pipes prior to placing of mortar to relieve
water pressure behind the layer of shotcrete. Such holes shall be drilled as soon as
practicable after placing of shotcrete.

4.12 Chain Link Fabric:

The contractor shall furnish and install chain link fabric (Made of G.l. wire of dia 4mm) of
approximately 50x50 mm mesh and woven from 10 SWG steel wires for roof and side
supports. The requirement for furnishing and installing chain link fabric at any location and
the amount thereof shall be subject to the approval of the Engineer –in-charge.

The chain link fabric shall be of approved commercial quality. The fabric may be required
to be placed over the previously installed anchors. The contractor shall be required to
keep the chain link fabric in position by suitable means at a maximum spacing of 0.5 m so
 as to draw the fabric tight against the excavated face. Additional anchors of 25mm dia if
required at site shall be provided after the approval of Engineer in charge. The contractor
shall lap sections of fabric a minimum of 10 cm provided that at connections where it is
impracticable to maintain 10 cm laps, determined by the Engineer-in-charge, the
contractor shall be permitted to extend laps in lieu of cutting along regular lines. Final lay
out of the fabric and extent of lapping shall be subject to approval of the Engineer-in-
charge.

4.13 Measurement and Payment of Shotcrete:

No measurement or payment shall be made for shotcrete for replacing and repairing
defective concrete or for replacing and repairing defective shotcrete or shotcrete used in
the manufacture of test panels.

Payment for shotcrete shall be made at the unit rate specified for relevant items in the
Schedule of quantities and bids" and shall include supplying and applying shotcrete to
natural and excavated rock surface, concrete surfaces, chain link fabric and surfaces of
structural steel supports, including surfaces covered with steel mesh and shall include
supplying all materials, preparing surface, providing scaffolding, curing and sampling the
shotcrete, rebound and replacing defective shotcrete.

5. High Tensile Steel Wire Mesh

This is the flexible slope stabilization system meant to actively stabilize the slope
surface against:
 Slope parallel failure of a layer.
 Local failure in between nails.
Additionally, the system has to prevent excessive surface erosion. The system
shall enable an active external pre-tensioning of the surface protection. The mesh
shall allow arranging the nails in a flexible grid. The system shall not be obtrusive.
Full vegetation after installation shall be possible. The system shall be
maintenance free after installation.

Following parameter must satisfy for acceptance of the system.

 Wire dia of mesh : 3mm
 Min. puncturing resistance of mesh : 100 KN(supported)
 Minimum Tensile strength of mesh : 150 KN/M
 Tensile strength of wire : 1770 N/sqmm
 Coating shall be in accordance to EN 10244-2 : Zn Coating Class A or
95% Zn + 5% Al Class-B (Galfan) Coating as per ISO 7989-2.
The aperture of the high tensile steel wire-mesh shall be such thata stone having
size of 75mm dia. shouldn't pass through mesh opening

5.1 Measurement and Payment:

Payment of High Tensile Steel Wire Mesh shall be made at the unit rate specified
for relevant item in ‘Schedule Quantity of Bids’ and shall include the cost of supply
of all material, installation etc. for complete work.
 Schedule -E

(See Clauses 2.1 and 14.2)

Maintenance Requirements

1. Maintenance Requirements

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

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

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

2. Repair/rectification of Defects and deficiencies

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

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

3. Other Defects and deficiencies

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

4. Extension of time limit

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

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 observed and proposed action to remedy the same shall be sent to the Authority’s
Engineer.

8. Repairs on account of natural calamities

All damages occurring to the Project Highway on account of a Force Majeure Event or wilful
default or neglect of the Authority shall be undertaken by the Authority at its own cost. The
Authority may instruct the Contractor to undertake the repairs at the rates agreed between the
Parties.
 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.
Time
Frequency Standards and References limit for
Tools/Equip Maintenance
Level of Service (LOS) of for Inspection and Data Rectifica
ment Specifications
Inspection Analysis tion/Rep
air
Performanc
Asset Type e Parameter Desirable Acceptable

< 0.1 % of area and MORT&H

Length 24-48
subject to limit of 10 mm Specification
Measurement hours
Potholes Nil in depth Daily 3004.2
Flexible Unit like
Pavement < 5 % subject to limit of Scale, Tape, MORT&H
0.5 sqm for any 50 m odometer etc. 7-15 days Specification
(Pavement of Cracking Nil length Daily 3004.3
MCW,
Service IRC 82: 2015 and Distress MORT&H
15 -30
Road, < 5 mm Identification Manual for Specification
days
approaches Rutting Nil Daily Straight Edge Long Term Pavement 3004.2
of Grade Corrugations Performance Program,
structure, and Shoving < 0.1 % of area FHWA 2003 2-7 days IRC:82-2015
Nil Daily (http://www.tfhrc.com/pave
approaches
of connecting ment/lttp/reports/03031/) MORT&H
Length
roads, slip < 1 % of area Measurement 3-7 days Specification
roads, lay Bleeding Nil Daily Unit like 3004.4
byes etc. as Scale, Tape,
applicable) odometer etc.
IRC:82-2015 read
< 1 % of area 7-15 days
Ravelling/ with IRC SP 81
Stripping Nil Daily
 Time
Frequency Standards and References limit for
Tools/Equip Maintenance
Level of Service (LOS) of for Inspection and Data Rectifica
ment Specifications
Inspection Analysis tion/Rep
air
Performanc
Asset Type e Parameter Desirable Acceptable

< 1 m for any 100 m

Edge section and width < 0.1 m
7- 15 days IRC:82-2015
Deformation/ at any location, restricted
Breaking Nil to 30 cm from the edge Daily

Roughness Bi-
2000 mm/km 2400 mm/km Class I Profilometer : ASTM 180 days IRC:82-2015
BI Annually
Class I E950 (98) :2004 –Standard
Profilometer Test Method for measuring
Bi- Longitudinal Profile of
50SN SCRIM 180 days
Skid Number 60SN Annually Travelled Surfaces with BS: 7941-1: 2006
(Sideway-
Accelerometer Established
force
Pavement Inertial Profiling Reference
Coefficient
Condition 3 2.1 ASTM E1656 -94: 2000- 180 days IRC:82-2015
Bi- Routine
Index Standard Guide for
Annually Investigation
Classification of Automatic
Machine or
Pavement Condition Survey
Other equivalent)
Equipment
Pavement Bi- 2-7 days IRC:82-2015
Distresses Annually

Falling
Deflection/
Weight IRC 115: 2014 180 days IRC:115-2014
Remaining Life
Annually Deflectometer

Rigid Roughness Bi- Class I ASTM E950 (98) :2004 and

180 days IRC:SP:83-2008
Pavement BI 2200mm/km 2400mm/km Annually Profilometer ASTM E1656 -94: 2000
(Pavement Skid Resistance no. at different speed of Bi- SCRIM
of MCW, Skid (Sideway- IRC:SP:83-2008 180 days IRC:SP:83-2008
vehicles Annually
Service force
 Time
Frequency Standards and References limit for
Tools/Equip Maintenance
Level of Service (LOS) of for Inspection and Data Rectifica
ment Specifications
Inspection Analysis tion/Rep
air
Performanc
Asset Type e Parameter Desirable Acceptable

Road, Coefficient
Grade Minimum SN Traffic Speed Routine
structure, (Km/h) Investigation
approaches 36 50 Machine or
of equivalent)
connecting 33 65
roads, slip
32 80
roads, lay
byes etc. as 31 95
applicable)
31 110

Edge drop at MORT&H

Nil 40mm Daily 7-15 days
shoulders Specification 408.4

Slope of <2% variation in

Length MORT&H
camber/cross Nil prescribed slope of Daily 7-15 days
Measurement Specification 408.4
fall camber /cross fall
Unit like
Embankment <15 % variation in Scale, Tape, MORT&H
Embankme Slopes Nil Daily 7-15 days
prescribe side slope odometer etc. IRC Specification 408.4
nt/ Slope
Embankment MORT&H
Nil Nil Daily 7-15 days
Protection NA Specification
Daily
Specially
Rain Cuts/ MORT&H
Nil Nil During 7-15 days
Gullies in slope Rainy
Specification
Season NA
A. Flexible Pavement
Nature of Defect or deficiency Time limit for repair/
rectification

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

(i) Variation by more than 1 % in the prescribed slope of 7 (seven) days

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

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

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

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

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

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

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

immediately if causing safety
hazard)

(c) Road side furniture including road sign and pavement marking

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

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

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

replacement

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

(d) Road lighting

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

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

(e) Trees and plantation

Nature of Defect or deficiency Time limit for repair/

rectification
 Nature of Defect or deficiency Time limit for repair/
rectification

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

above carriageway or obstruction in visibility of
road signs

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

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

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

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

(f) Rest area

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

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

installations

(g) [Toll Plaza]

(h) Other Project Facilities and Approach

roads

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

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

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

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

Bridges

(a) Superstructure

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

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

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

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

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

tilting, spalling, scaling

(d) Bearings (metallic) of bridges

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

bearings of metallic bearings once in a
year

(e) Joints

(i) Malfunctioning of joints 15 (fifteen) days

(f) Other items

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

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

spouts, weep holes and vent-holes

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

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

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

approaches

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

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

pitching, apron, toes, floor or guide bunds

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

obstructing the waterway

(g) Hill Roads

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

(ii) Landslides requiring clearance 12 (twelve) hours

30 minutes for deployment
(iii) Snow requiring clearance 24 (twenty four) hours
[Note: Where necessary, the Authority may modify the time limit for repair/rectification, or add to the
nature of Defect or deficiency before issuing the bidding document, with the approval of the
competent authority.
 Schedule - F

(See Clause 4.1 (vii)(a))

Applicable Permits

1. Applicable Permits

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

(a) Permission of the State Government for extraction of boulders from quarry;
(b) 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 and hot mix 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, dumping
zones and
(i) Any other permits or clearances required under Applicable Laws.

(ii) Applicable Permits, as required, relating to environmental protection and

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

(See Clauses 7.1 and 19.2)

Annex-I

(See Clause 7.1)

Form of Bank Guarantee

Superintending Engineer, NH 10th Circle, PWD Yamuna Colony , Dehradun

Uttarakhand

WHEREAS:

(A) [name and address of contractor] (hereinafter

called the “Contractor") and [name and address of the authority], (hereinafter called the
“Authority”) have entered into an agreement (hereinafter called the “Agreement”) for the
construction of the ***** section of [National Highway No.
**] on Engineering, Procurement and Construction (the “EPC”) basis, subject to and in
accordance with the provisions of the Agreement
(B) The Agreement requires the Contractor to furnish a Performance Security for due and
faithful performance of its obligations, under and in accordance with the Agreement, during
the {Construction Period/ Defects Liability Period and Maintenance Period} (as defined in
the Agreement) in a sum of Rs….. cr. (Rupees………..….. crore) (the “Guarantee
Amount”).

(C) We, ………………….. through our branch at …………………. (the “Bank”) have agreed
to furnish this bank guarantee (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
Superintending Engineer, NH 10th Circle, PWD Yamuna Colony , Dehradun Uttarakhand
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, fulfilment 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 fulfilment, compliance and/or performance of all or any of the
obligations of the Contractor under the Agreement.
7. Notwithstanding anything contained hereinbefore, the liability of the Bank under this
Guarantee is restricted to the Guarantee Amount and this Guarantee will remain in force for
the period specified in paragraph 8 below and unless a demand or claim in writing is
made by the Authority on the Bank under this Guarantee all rights of the Authority under
this Guarantee shall be forfeited and the Bank shall be relieved from its liabilities hereunder.

8. The Guarantee shall cease to be in force and effect on ****$. Unless a demand or claim
under this Guarantee is made in writing before expiry of the Guarantee, the Bank shall be
discharged from its liabilities hereunder.
9. The Bank undertakes not to revoke this Guarantee during its currency, except with the
previous express consent of the Authority in writing, and declares and warrants that it has
the power to issue this Guarantee and the undersigned has full powers to do so on behalf
of the Bank.
10. Any notice by way of request, demand or otherwise hereunder may be sent by post
addressed to the Bank at its above referred branch, which shall be deemed to have been duly
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).
 Annex – II (Schedule - G)
(See Clause 19.2)

Form for Guarantee for Advance Payment

Superintending Engineer, NH 10th Circle, PWD Yamuna Colony , Dehradun

Uttarakhand

WHEREAS:

(A) [name and address of contractor] (hereinafter called the “Contractor") has executed an
agreement (hereinafter called the “Agreement”) with the [name and address of the
authority], (hereinafter called the “Authority”) for the construction of the *****
section of [National Highway No. **] on Engineering, Procurement and Construction (the
“EPC”) basis, subject to and in accordance with the provisions of the Agreement
(B) In accordance with Clause 19.2 of the Agreement, the Authority shall make to the Contractor
an interest bearing @Bank Rate + 3% advance payment (herein after called “Advance
Payment”) equal to 10% (ten per cent) of the Contract Price; and that the Advance Payment
shall be made in two instalments 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 instalment to remain effective till the complete and full repayment
of the instalment of the Advance Payment as security for compliance with its
obligations in accordance with the Agreement. The amount of {first/second} instalment
of the Advance Payment is Rs. ------ cr. (Rupees ------ crore) and the amount of this
Guarantee is Rs. ------- cr. (Rupees ------ crore) (the “Guarantee Amount”)$.
(C) We, ………………….. through our branch at …………………. (the “Bank”) have agreed to
furnish this bank guarantee (hereinafter called the “Guarantee”) for the Guarantee
Amount.

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

1. The Bank hereby unconditionally and irrevocably guarantees the due and faithful
repayment on time of the aforesaid instalment of the Advance Payment under and in accordance
with the Agreement, and agrees and undertakes to pay to the 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.

$ The Guarantee Amount should be equivalent to 110% of the value of the applicable
instalment.
 A letter from the Authority, under the hand of an officer not below the rank of
Superintending Engineer, NH 10th Circle, PWD Yamuna Colony , Dehradun Uttarakhand
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.
2. In order to give effect to this Guarantee, the Authority shall be entitled to act as if the Bank
were the principal debtor and any change in the constitution of the Contractor and/or the
Bank, whether by their absorption with any other body or corporation or otherwise, shall not
in any way or manner affect the liability or obligation of the Bank under this Guarantee.
3. It shall not be necessary, and the Bank hereby waives any necessity, for the
Authority to proceed against the Contractor before presenting to the Bank its demand under
this Guarantee.
4. The Authority shall have the liberty, without affecting in any manner the liability of the
Bank under this Guarantee, to vary at any time, the terms and conditions of the Advance
Payment or to extend the time or period of its repayment or to postpone for any time, and
from time to time, any of the rights and powers exercisable by the Authority against
the Contractor, and either to enforce or forbear from enforcing any of the terms and
conditions contained in the Agreement and/or the securities available to the Authority, and
the Bank shall not be released from its liability and obligation under these presents by any
exercise by the Authority of the liberty with reference to the matters aforesaid or by
reason of time being given to the Contractor or any other forbearance,
indulgence, act or omission on the part of the Authority or of any other matter or thing
whatsoever which under any law relating to sureties and guarantors would but for this
provision have the effect of releasing the Bank from its liability and obligation under this
Guarantee and the Bank hereby waives all of its rights under any such law.
5. This Guarantee is in addition to and not in substitution of any other guarantee or security
now or which may hereafter be held by the Authority in respect of or relating to the
Advance Payment.

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

7. The Guarantee shall cease to be in force and effect on ****.$ Unless a demand or claim
under this Guarantee is made in writing on or before the aforesaid date, the Bank shall be
discharged from its liabilities hereunder.
8. The Bank undertakes not to revoke this Guarantee during its currency, except with the
 previous express consent of the Authority in writing, and declares and warrants that it has
the power to issue this Guarantee and the undersigned has full powers to do so on behalf of
the Bank.
9. Any notice by way of request, demand or otherwise hereunder may be sent by post
addressed to the Bank at its above referred branch, which shall be deemed to have been duly
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.
10. This Guarantee shall come into force with immediate effect and shall remain in force and
effect up to the date specified in paragraph 8 above or 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.

$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).
(ii) The address, telephone number and other details of the head office of the Bank as well
as of issuing branch should be mentioned on the covering letter of issuing branch.
 SCHEDULE–H
See Clauses10.1 (iv) and 19.3
Contract Price Weightages

1. The Contract Price fo rthis Agreement is Rs. _____crore.

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

Weightage Percentage
Item Stage for Payment
in % of CP weightage (%)

1 2 3 4
A- Landslide stability measures

1. Application of Shotcrete with Chain link 13.47%

2. Installation of 25mm dia Rock Anchor

24.10%
after drilling 50mm dia hole

3. Application of HT rolled cable net with

8.01%
secondary mesh
CH 29.010 - 29.280KM

19.66 %

4. Installation of 38/19mm. dia. SDRA with

base plates for slope stability of netted area 34.16%
as per drawing plan

B- Toe Stability Measures

1. 3m high anchored CC Cladding 8.36%

2. Provision of Anchored CC Wall, 90 m

6.23%
long with lateral 38/19mm. dia. SDRA
C- Drainage
1. Provision of 75mm dia Subsurface Drain
2.02%
pipe

2. Provision of CC Channel 3.65%

Total 100.00%
 Weightage Percentage
Item Stage for Payment
in % of CP weightage (%)

1 2 3 4

A- Toe Stability Measures (Hill Side)

1. Provision of 4m high anchored CC

12.73%
Cladding
CH 48.640 - 48.760KM

B- Toe Stability Measures (Valley Side)

1. Provision of Reinforced soil wall i/c

30.15%
5.13 %

Installation of 38/19mm. dia. SDRA

2. Provision of anchored CC Wall @

24.96%
EL1364m

3. Provision of anchored CC Wall @

24.96%
EL1357m

4. Provision of gabion wall @ EL 1344m 7.21%

Total 100.00%

Weightage Percentage
Item Stage for Payment
in % of CP weightage (%)

1 2 3 4

A- Toe stability measures

1. Provision of 5m high CC gravity wall

26.43%
over micropile
CH 53.410 - 53.610KM

2. Provision of 6m high CC Wall anchored

66.73%
38/19mm dia SDRA
36.6 %

3. Provision of 4m high gabion wall 3.83%

4. Provision of gabion channel supported

3.02%
by gabion anchor block

100.00%
 Weightage Percentage
Item Stage for Payment
in % of CP weightage (%)

1 2 3 4

A- Toe Stability measures

CH 54.840 - 54.980KM

1. Provision of 6m high CC Wall over

31.69%
micropile
19.97 %

2. Provision of 10m wide RCC road over

44.34%
micropile and 38/19mm dia SDRA

3. Provision of 5m high CC Wall over

bundled anchor (cluster of three 38/19mm 23.97%
SDRA)
Total 100.00%

Weightage Percentage
Item Stage for Payment
in % of CP weightage (%)

1 2 3 4

A- Landslide stability measures

CH 56.050 - 56.140KM

1. Application of HT Rolled Cable Net with

8.55%
secondary mesh
9.21 %

2. Installation of 38/19mm. dia. SDRA with

77.49%
base plates for slope stability of netted area

3. Provision of 4m high anchored CC Wall 13.96%

Total 100.00%

Weightage Percentage
Item Stage for Payment
in % of CP weightage (%)

1 2 3 4
 A- Landslide stability measures

1. Application of HT Rolled Cable Net with

20.78%
secondary mesh

CH 58.940 - 59.020KM
2.. Installation of 38/19mm. dia. SDRA with
78.73%

6.23 %
base plates for slope stability of netted area

B- Sub surface Drainage purpose

1. Provision of 75 mm dia perforated PVC

0.50%
pipe

Total 100.00%

Weightage Percentage
Item Stage for Payment
in % of CP weightage (%)

1 2 3 4

A- Landslide stability measures

1. Application of Shotcrete with Chainlink 22.47%

B- Toe Stability Measures (Hill Side)

CH 81.900 - 82.015KM

1. Provision of 3m high CC Wall 16.84%

3.2 %

2. Provision of 3m high Anchored CC Wall - 1 32.41%

3. Provision of 3m high Anchored CC Wall - 2 28.29%

Total 100.00%

1.2 Procedure of estimating the value of work done

 Percentage
Stage for Payment Payment Procedure
weightage

1 2 3

CH 29.010 - 29.280KM
A- Landslide stability measures
Unit of measurement is area
(m2). Payment of each stage shall be
1. Application of Shotcrete with made on pro rata basis on completion
13.47%
Chainlink of a stage for full design height in a
length of not less than 20 (Twenty)
percent of the total area.
Unit of measurement is linear
length. Payment of each stage shall
2. Installation of 25mm dia Rock be made on pro rata basis on
24.10%
Anchor after drilling 50mm dia hole completion of a stage* i.e., 20[twenty]
percent of the total running meter of
suggested anchors.
Unit of measurement is area
(m2). Payment of each stage shall be
3. Application of HT rolled cable made on pro rata basis on completion
8.01%
net with secondary mesh of a stage for full design height in a
length of not less than 20 (Twenty)
percent of the total area.
Unit of measurement is linear
4. Installation of 38/19mm. dia. length. Payment of each stage shall
SDRA with base plates for slope be made on pro rata basis on
34.16%
stability of netted area as per completion of a stage* i.e., 20[twenty]
drawing plan percent of the total running meter of
suggested anchors.
B- Toe Stability Measures
Unit of measurement is linear
length. Payment of each stage shall
be made on pro rata basis on
1. 3m high anchored CC Cladding 8.36%
completion of a stage in a length of
not less than 10 (ten) percent of the
total length for full design height
Unit of measurement is linear
length. Payment of each stage shall
2. Provision of Anchored CC Wall,
be made on pro rata basis on
90 m long with lateral 38/19mm. 6.23%
completion of a stage in a length of
dia. SDRA
not less than 10 (ten) percent of the
total length for full design height
C- Drainage
Unit of measurement is linear
1. Provision of 75mm dia length. Payment of each stage shall
2.02%
Subsurface Drain pipe be made on pro rata basis on
completion of a stage in a length of
 not less than 10 (ten) percent of the
total length for full design height

Unit of measurement is linear

length. Payment of each stage shall
be made on pro rata basis on
2. Provision of CC Channel 3.65%
completion of a stage in a length of
not less than 10 (ten) percent of the
total length for full design height

Percentage
Stage for Payment Payment Procedure
weightage

1 2 3

CH 48.640 - 48.760KM

A- Toe Stability Measures

(Hill Side)
Unit of measurement is linear
length. Payment of each stage shall be
1. Provision of 4m high made on pro rata basis on completion of a
12.73%
anchored CC Cladding stage in a length of not less than 25
(twenty five) percent of the total length for
full design height
B- Toe Stability Measures
(Valley Side)
Unit of measurement is linear
length. Payment of each stage shall be
1. Provision of Reinforced soil
made on pro rata basis on completion of a
wall i/c Installation of 30.15%
stage in a length of not less than 25
38/19mm. dia. SDRA
(twenty five) percent of the total length for
full design height
Unit of measurement is linear
length. Payment of each stage shall be
2. Provision of anchored CC made on pro rata basis on completion of a
24.96%
Wall @ EL1364m stage in a length of not less than 25
(twenty five) percent of the total length for
full design height
Unit of measurement is linear
length. Payment of each stage shall be
3. Provision of anchored CC
24.96% made on pro rata basis on completion of a
Wall @ EL1357m
stage in a length of not less than 25
(twenty five) percent of the total length for
 full design height

Unit of measurement is linear

length. Payment of each stage shall be
4. Provision of gabion wall @ made on pro rata basis on completion of a
7.21%
EL 1344m stage in a length of not less than 25
(twenty five) percent of the total length for
full design height

Percentage
Stage for Payment Payment Procedure
weightage

1 2 3

CH 53.410 - 53.610KM

A- Toe stability measures

Unit of measurement is linear
length. Payment of each stage shall be
1. Provision of 5m high CC
26.43% made on pro rata basis on completion of a
gravity wall over micropile
stage in a length of not less than 20
(twenty) percent of the total length
Unit of measurement is linear
2. Provision of 6m high CC length. Payment of each stage shall be
Wall anchored 38/19mm dia 66.73% made on pro rata basis on completion of a
SDRA stage in a length of not less than 20
(twenty) percent of the total length
Unit of measurement is linear
length. Payment of each stage shall be
3. Provision of 4m high gabion
3.83% made on pro rata basis on completion of a
wall
stage in a length of not less than 25
(twenty-five) percent of the total length
Unit of measurement is linear
4. Provision of gabion channel length. Payment of each stage shall be
supported by gabion anchor 3.02% made on pro rata basis on completion of a
block stage in a length of not less than 10 (ten)
percent of the total length
 Percentage
Stage for Payment Payment Procedure
weightage

1 2 3

CH 54.840 - 54.980KM
A- Landslide stability
measures
Unit of measurement is linear length.
Payment of each stage shall be made on
1. Provision of 6m high CC
31.69% pro rata basis on completion of a stage*
Wall over micropile
i.e., 20[twenty] percent of the total running
meter of suggested anchors.
Unit of measurement is linear length.
2. Provision of 10m wide RCC Payment of each stage shall be made on
road over micropile and 44.34% pro rata basis on completion of a stage*
38/19mm dia SDRA i.e., 20[twenty] percent of the total running
meter of suggested anchors.
Unit of measurement is linear length.
3. Provision of 5m high CC
Payment of each stage shall be made on
Wall over bundled anchor
23.97% pro rata basis on completion of a stage*
(cluster of three 38/19mm
i.e., 20[twenty] percent of the total running
SDRA)
meter of suggested anchors.

Percentage
Stage for Payment Payment Procedure
weightage

1 2 3

CH 56.050 - 56.140KM
A- Landslide stability
measures
Unit of measurement is area (m2).
1. Application of HT Rolled Payment of each stage shall be made on
Cable Net with secondary 8.55% pro rata basis on completion of a stage for
mesh full design height in a length of not less
than 20 (Twenty) percent of the total area.
Unit of measurement is linear length.
2. Installation of 38/19mm. Payment of each stage shall be made on
dia. SDRA with base plates for 77.49% pro rata basis on completion of a stage*
slope stability of netted area i.e., 20[twenty] percent of the total running
meter of suggested anchors.
 Unit of measurement is linear length.
Payment of each stage shall be made on
3. Provision of 4m high
13.96% pro rata basis on completion of a stage*
anchored CC Wall
i.e., 20[twenty] percent of the total running
meter of suggested anchors.

Percentage
Stage for Payment Payment Procedure
weightage

1 2 3

CH 58.940 - 59.020KM
A- Landslide stability
measures
Unit of measurement is area (m2).
Payment of each stage shall be made on
1. Application of HT Rolled
pro rata basis on completion of a stage
Cable Net with secondary 20.78%
for full design height in a length of not
mesh
less than 20 (Twenty) percent of the total
area.
Unit of measurement is linear
2.. Installation of 38/19mm. length. Payment of each stage shall be
dia. SDRA with base plates for 78.73% made on pro rata basis on completion of
slope stability of netted area a stage* i.e., 20[twenty] percent of the
total running meter of suggested anchors.
B- Sub surface Drainage
purpose
Unit of measurement is linear
length. Payment of each stage shall be
1. Provision of 75 mm dia made on pro rata basis on completion of
0.50%
perforated PVC pipe a stage in a length of not less than 20
(twenty) percent of the total length for full
design height

Percentage
Stage for Payment Payment Procedure
weightage
 1 2 3

CH 81.900 - 82.015KM
A- Landslide stability
measures
Unit of measurement is area (m2).
Payment of each stage shall be made on
1. Application of Shotcrete pro rata basis on completion of a stage
22.47%
with Chainlink for full design height in a length of not
less than 20 (Twenty) percent of the total
area.
B- Toe Stability Measures
(Hill Side)
Unit of measurement is linear
length. Payment of each stage shall be
1. Provision of 3m high CC
16.84% made on pro rata basis on completion of
Wall
a stage in a length of not less than 25
(twenty-five) percent of the total length
Unit of measurement is linear
length. Payment of each stage shall be
2. Provision of 3m high
32.41% made on pro rata basis on completion of
Anchored CC Wall - 1
a stage in a length of not less than 25
(twenty-five) percent of the total length
Unit of measurement is linear
length. Payment of each stage shall be
3. Provision of 3m high
28.29% made on pro rata basis on completion of
Anchored CC Wall - 2
a stage in a length of not less than 25
(twenty-five) percent of the total length

. 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 Clause19.7.

@.For example, if the total length of bituminous work to be done is100km, the cost per
km of bituminous work shall be determined as follows:

Cost per km=Px weight age for road work x weight age for bituminous work x
(1/L)

Where P= Contract Price

L = Total length in km

Similarly, the rates per km for other stages shall be worked out accordingly.
Note: The length affected due to law and order problems or litigation during execution due to
which the Contract or is unable to execute the work, may be deducted from the total
project length for payment purposes. The total le n g t h c a l c u l a t e d here i s only for
payment purpose sand will not affect and referred in other clauses of the Contract
Agreement.
1.3.2 Minor Bridges and Underpasses/Overpasses : NIL
 Table 1.3.5

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
 Schedule - I
(See Clause 10.2 (iv))
Drawings

1. Drawings

In compliance of the obligations set forth in Clause 10.2 of this Agreement, the Contractor shall
furnish to the Authority’s Engineer, free of cost, all Drawings listed in Annex-I of this
Schedule-I in at least 4 (four) sets.

2. Additional Drawings

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

1. The Project Highway drawings, as defined in Clause 1.1, Definitions, Article 1, Definitions
and Interpretation, Part-I: Preliminary, of the Concession Agreement shall consist:

a. Drawings of Cross Drainage Structures

b. Drawings of Road Plan and Longitudinal Profile.
c. Drawings of Longitudinal Drain (lined / unlined)
d. Drawings of Protection works i.e Retaining walls, Breast walls etc.
e. Drawings of Road furniture, Road Signage plan etc..
f. Drawings of all works of Sinking zone treatment.
g. As built drawings
h. Any other drawings which the Authority Engineer / Authority may review
 Schedule - J
(See Clause 10.3 (ii))
Project Completion Schedule

1. Project Completion Schedule

During Construction period, the Contractor shall comply with the requirements set forth in this Schedule-J
for each of the Project Milestones and the Scheduled Completion Date. Within 15 (fifteen) days of the date
of each Project Milestone, the Contractor shall notify the Authority such compliance along with necessary
particulars thereof.
2. Project Milestone-I
(i) Project Milestone-I shall occur on the date falling on the 35% of the Scheduled Construction Period
(127th day) from the Appointed Date (the “Project Milestone- I”).
(ii) Prior to the occurrence of Project Milestone-I, the Contractor shall have commenced construction of the
Project Highway and submitted to the Authority duly and validly prepared Stage Payment Statements for
an amount not less than 10% (ten per cent) of the Contract Price.
3. Project Milestone-II
(i) Project Milestone-II shall occur on the date falling on the 60% of the Scheduled Construction Period (
219th day ) from the Appointed Date (the “Project Milestone- II”).
(ii) Prior to the occurrence of Project Milestone-II, the Contractor shall have continued with construction of
the Project Highway and submitted to the Authority duly and validly prepared Stage Payment Statements
for an amount not less than 35% (thirty five per cent) of the Contract Price and should have started
construction of all bridge
4. Project Milestone-III
(i) Project Milestone-III shall occur on the date falling on the 85% of the Scheduled Construction Period (
310th day ) from the Appointed Date (the “Project Milestone- III”).
(ii) Prior to the occurrence of Project Milestone-III, the Contractor shall have continued with construction
of the Project Highway and submitted to the Authority duly and validly prepared Stage Payment
Statements for an amount not less than 70% (seventy per cent) of the Contract Price and should have
started construction of all project facilities.
5. Scheduled Completion Date
(i) The Scheduled Completion Date shall occur on the 365th day from the Appointed Date.
(ii) On or before the Scheduled Completion Date, the Contractor shall have completed construction in
accordance with this Agreement.
6. Extension of time
Upon extension of any or all of the aforesaid Project Milestones or the Scheduled Completion Date, as the
case may be, under and in accordance with the provisions of this Agreement, the Project Completion
Schedule shall be deemed to have been amended accordingly.
 Schedule - K

(See Clause 12.1 (ii))

Tests on Completion

1. Schedule for Tests

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

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

2. Tests

(i) Visual and physical test: The Authority’s Engineer shall conduct a visual and physical check of
construction to determine that all works and equipment forming part thereof conform to the
provisions of this Agreement.

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

(iii) Tests for bridges: All major and minor bridges shall be subjected to the rebound hammer
and ultrasonic pulse velocity tests, to be conducted in accordance with the procedure described
in Special Report No. 17: 1996 of the IRC Highway Research Board on 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) metres or more shall also be subjected to load
testing.

(iv) Other tests: The Authority’s Engineer may require the Contractor to carry out or cause to
be carried additional tests, in accordance with Good Industry Practice, for determining the
compliance of the Project Highway with Specifications and Standards, except tests as
specified in clause 5,but shall include measuring the reflectivity of road markings and road
signs; and measuring the illumination level (lux) of lighting using requisite testing equipment.
 (v) Environmental audit: The Authority’s Engineer shall carry out a check to determine
conformity of the Project Highway with the environmental requirements set forth in Applicable
Laws and Applicable Permits.

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

3. Agency for conducting Tests

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

4. Completion Certificate

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

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

Sr. Key metrics of

Equipment to be used Frequency of condition survey
No. Asset

1 Surface defects Network Survey At least twice a year (As per survey
of pavement Vehicle (NSV) months defined for the state basis rainy
season)

2 Roughness of Network Survey At least twice a year (As per survey

pavement Vehicle (NSV) months defined for the state basis rainy
season)

3 Strength of Falling Weight At least once a year

pavement Deflectometer (FWD)

4 Bridges Mobile Bridge At least twice a year (As per survey

Inspection Unit (MBU) months defined for the state basis rainy
season)

5 Road signs Retro-reflectometer At least twice a year (As per survey

months defined for the state basis rainy
season)

The first testing with the help of NSV shall be conducted at the time of issue of
Completion Certificate.
 Schedule - L

(See Clause 12.2) Completion

Certificate

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

Engineer, under and in accordance with the Agreement dated ………… (the “Agreement”),
for [construction of the ****section (km ** to km **) of National Highway No. ***] (the
“Project Highway”) on Engineering, Procurement and Construction (EPC) basis
through …………………. (Name of Contractor), hereby certify that the Tests in accordance
with Article 12 of the Agreement have been successfully undertaken to determine compliance of
the Project Highway with the provisions of the Agreement, and I am satisfied that the Project
Highway can be safely and reliably placed in service of the Users thereof.
2 It is certified that, in terms of the aforesaid Agreement, all works forming part of Project
Highway have been completed, and the Project Highway is hereby declared fit for entry into
operation on this the ……… day of ……… 20….. , Scheduled Completed Date for which
was the ……… day of ………20…..

SIGNED, SEALED AND DELIVERED

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

(Signature)

(Name)

(Designation) (Address)
 Schedule - M

(See Clauses 14.6, 15.2 and 19.7)

Payment Reduction for Non-Compliance

1. Payment reduction for non-compliance with the Maintenance

Requirements

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

(ii) Any deduction made on account of non-compliance with the Maintenance

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

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

2. Percentage reductions in lump sum payments on monthly basis

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

S. No. Item/Defect/Deficiency Percentage

(a) Carriageway/Pavement 15%

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

(ii) Repairs of Edges, Rutting 5%

(b) Road, Embankment, Cuttings, Shoulders

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

potholes, ponding, obstructions

(ii) Deficient slopes, rain cuts, disturbed pitching, vegetation 5%

growth, pruning of trees

(c) Bridges and Culverts

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

parapets, wearing course, footpaths, any damage to foundations

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

 S. No. Item/Defect/Deficiency Percentage
(iii) Painting, repairs/replacement kerbs, railings, parapets, 5%
guideposts/crash barriers

(d) Roadside Drains

(i) Cleaning and repair of drains 5%

(e) Road Furniture

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

markings, 200 m/km/5th km stones

(f) Miscellaneous Items

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

fallen trees, road blockades or malfunctioning of mobile crane

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

(g) Defects in Other Project Facilities 5%

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

Where,

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

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

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

complying length L = Total length of the road,

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

item/Defect/deficiency

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

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

(See Clause 18.1 (i))

Selection of Authority’s Engineer

1. Selection of Authority’s Engineer

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

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

2. Terms of Reference

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

3. Appointment of Government entity as Authority’s Engineer

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

(Schedule - N)

Terms of Reference for Authority’s Engineer

1. Scope

(i) These Terms of Reference (the “TOR”) for the Authority’s Engineer are being specified pursuant
to the EPC Agreement dated ........... (the “Agreement), which has been entered into
between the [name and address of the Authority] (the “Authority”) and
.......... (the “Contractor”)# for
…………………………………………………………….. basis, and a copy of which is
annexed hereto and marked as Annex-A to form part of this TOR.

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

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

2. Definitions and interpretation

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

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

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

3. General

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

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

(a) any Time Extension;

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

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

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

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

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

4. Construction Period

(i) During the Construction Period, the Authority’s Engineer shall review and approve the
Drawings furnished by the Contractor along with supporting data, including the geo-technical
and hydrological investigations, c h a r a c t e r i s t i c s of materials from borrow areas and
quarry sites, topographical surveys, and the recommendations of the Safety Consultant in
accordance with the provisions of Clause 10.1 (vi). The Authority’s Engineer shall complete
such review and approval and send its observations to the Authority and the Contractor within 15
(fifteen) days of receipt of such Drawings; provided, however that in case of a Major Bridge or
Structure, the aforesaid period of 15 (fifteen) days may be extended upto 30 (thirty) days.
In particular, such comments shall specify the conformity or otherwise of such Drawings with
the Scope of the Project and Specifications and Standards.

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

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

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

(vi) The Authority’s Engineer shall review the monthly progress report furnished by the
Contractor and send its comments thereon to the Authority and the Contractor within
7 (seven) days of receipt of such report.
(vii) The Authority’s Engineer shall inspect the Construction Works and the Project Highway and shall
submit a monthly Inspection Report bringing out the results of inspections and the remedial
action taken by the Contractor in respect of Defects or deficiencies. In particular, the
Authority’s Engineer shall include in its Inspection Report, the compliance of the
recommendations made by the Safety Consultant.

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

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

(x) The Authority’s Engineer shall test check at least 50 (fifty) percent of the quantity or number of
tests prescribed for each category or type of test for quality control by the Contractor.

(xi) The timing of tests referred to in Paragraph 4 (ix), and the criteria for acceptance/ rejection
of their results shall be determined by the Authority’s Engineer in accordance with the
Quality Control Manuals. The tests shall be undertaken on a random sample basis and shall
be in addition to, and independent of, the tests that may be carried out by the Contractor for its
own quality assurance in accordance with Good Industry Practice.

(xii) In the event that results of any tests conducted under Clause 11.10 establish any Defects or
deficiencies in the Works, the Authority’s Engineer shall require the Contractor to carry out
remedial measures.

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

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

(xv) The Authority’s Engineer shall obtain from the Contractor a copy of all the
Contractor’s quality control records and documents before the Completion Certificate is issued
pursuant to Clause 12.2.
(xvi) Authority’s Engineer may recommend to the Authority suspension of the whole or part of the
Works if the work threatens the safety of the Users and pedestrians. After the Contractor has
carried out remedial measure, the Authority’s Engineer shall inspect such remedial measures
forthwith and make a report to the Authority recommending whether or not the suspension
hereunder may be revoked.

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

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

5. Maintenance Period

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

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

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

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

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

6. Determination of costs and time

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

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

7. Payments

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

(ii) Authority’s Engineer shall -

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

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

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

8. Other duties and functions

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

9. Miscellaneous

(i) A copy of all communications, comments, instructions, Drawings or Documents sent by the
Authority’s Engineer to the Contractor pursuant to this TOR, and a copy of all the test results
with comments of the Authority’s Engineer thereon, shall be furnished by the Authority’s
Engineer to the Authority forthwith.

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

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

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

(v) The Authority’s Engineer shall inform the Authority and the Contractor of any event of
Contractor’s Default within one week of its occurrence.
 Schedule - O
(See Clauses 19.4 (i), 19.6 (i), and 19.8 (i))
Forms of Payment Statements
1. Stage Payment Statement for Works
The Stage Payment Statement for Works shall state:
(a) the estimated amount for the Works executed in accordance with Clause 19.3 (i)
subsequent to the last claim;
(b) amounts reflecting adjustments in price for the aforesaid claim;
(c) the estimated amount of each Change of Scope Order executed subsequent to the last
claim;
(d) amounts reflecting adjustment in price, if any, for (c) above in accordance with the
provisions of Clause 13.2 (iii) (a);
(e) total of (a), (b), (c) and (d) above; (f)
Deductions:
i. Any amount to be deducted in accordance with the provisions of the Agreement except
taxes;
ii. Any amount towards deduction of taxes; and

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

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

iii. Taxes deducted

2. Monthly Maintenance Payment Statement

The monthly Statement for Maintenance Payment shall state:

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

3. Contractor’s claim for Damages

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

(See Clause20.1)

Insurance

1. Insurance during Construction Period

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

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

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

2. Insurance for Contractor's Defects Liability

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

3. Insurance against injury to persons and damage to property

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

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

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

(See Clause 14.10)

Tests on Completion of Maintenance Period

1. Riding Quality test:

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

2. Visual and physical test:

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

(See Clause 14.10)

Taking Over Certificate

I, ……………………. (Name and designation of the Authority’s Representative) under and in

accordance with the Agreement dated ………… (the “Agreement”), for [construction of the
****section (km ** to km **) of

****] (the “Project Highway”) on Engineering, Procurement and Construction (EPC) basis through
…………………. (Name of Contractor), hereby certify that the Tests on completion of Maintenance
Period in accordance with Article 14 of the Agreement have been successfully undertaken to determine
compliance of the Project Highway with the provisions of the Agreement and I hereby certify that the
Authority has taken over the Project highway from the Contractor on this day.........

SIGNED, SEALED AND DELIVERED

(Signature)

(Name and designation of Authority’s Representative)

(Address)
 SCHEDULE [S]
(See Clause 26.1(iii))
Procedure for Dispute Resolution Board

The parties to the Contract Agreement mutually agree as follows:

(1) The Board shall comprise of three Members having experience in the field for construction or have been
involved in the Works related to construction and with the interpretation of contractual documents. One
Member shall be selected by each of the Employer and the Contractor from the list maintained by NHAI
hosted on its website (www.nahi.gov.in). In the event the parties fall to select the member within 28 days
of the date of the signing of Contract Agreement, in that eventuality, upon the request of either or both
parties such Member shall be selected by SAROD within 14 days. The third Member shall be selected
by the other two members from the same list. If the two Members selected by or on behalf of the parties
fail to select the third Member within 14 days after the later of their selections, then upon the request of
either or both parties such third Member shall be selected by SAROD within 14 days. The third Member
shall serve as Chairman of the Board.
(2) The Board shall be constituted when each of three Board Members has signed a Board Member’s declaration
of Acceptance as required by the DRB’s rules and procedures (which, along with the declaration of
acceptance from, are attached as Annexure herewith).
(3) In the event of death, disability, or resignation of any Member, such Member shall be replaced in the same
manner as the Member being replaced was selected. If for any other reason, a Member fails or is unable
to serve, the Chairman (or failing the action of the Chairman then either of the other Members) shall
inform the Parties and such non-serving Member shall be replaced in the same manner as the Member
being replaced was selected. Any replacement made by the parties shall be completed within 28 days
after the even giving rise to the vacancy on the Board, failing which the replacement shall be made by
SAROD in the same manner as described above. Replacement shall be considered complete when the
new Member signs the Board Member’s Declaration of Acceptance. Throughout any replacement
process, the Members not being replaced shall continue to serve and the Board shall continue to function
and its activities shall have the same force and effect as if the vacancy had not occurred, provided,
however, that the Board shall not conduct a hearing nor issue a decision unit the replacement is
completed.
(4) If either the Employer or the Contractor is dissatisfied with any decision of the Board, and/or if the Board
fails to issue its decision within 56 days after receipt of all the pleadings (along with the supporting
documents) of the parties by the Chairman of the Board or any extension mutually agreed upon by the
Employer and the Contractor, in such a case, either the Employer or the Contractor may, within 28 days
after his receipt of the decision, or within 28 days after the expiry of the Authority Engineer of his
intention to refer the matter to the Conciliation Committee of Independent Experts (CCIE) of the
Authority for Conciliation/amicable settlement.
(5) It is mandatory to refer all the disputes to DRB before issuance of completion certificate and satisfactory
completion of punch list items. No dispute shall be entertained after completion of aforementioned date.
(6) If the Board has issued a decision to the employer and the Contractor within the said 56 days of any
extension mutually agreed upon by the Employer and the Contractor and no notice of intention to
commence Conciliation by the Conciliation Committee of Independent Expert (CCIE) of the Authority
for Conciliation/amicable settlement as to such dispute has been given by either the Employer or the
Contractor within 28 days after the parties received such decision from the Board, the decision shall
become final and binding upon the employer and Contractor.
(7) Whether or not it has become final and binding upon the Employer and the Contractor, a decision shall be
admissible as evidence in any subsequent dispute resolution procedure including any arbitration or
litigation having any relation to the dispute to which the decision relates.
(8) All decision of DRB l which have become final and binding or till they have been reversed in subsequent
conciliation/Arbitration process shall be implemented by the parties forthwith. Such implementation
shall also include any relevant action of the Authority Engineer.
(9) If during the Contract Period, the Employer and the Contractor are of the opinion that the Disputes
Resolution Board is not performing its functions properly, the Employer and the Contractor may
together disband the Disputes Resolution Board and reconstitute it. In that case, a new board shall be
selected in accordance with the provisions applying to the selection of the original Board as specified
above, except that words “within 28 days after the signing of this Contract Agreement” shall be replaced
by the words “within 28 days after the date on which the notice disbanding the original Board became
effective”.
(10) The Employer and the Contractor shall jointly sign a notice specifying that the Board shall stand disbanded
with effect from the date specified in the notice. The notice shall be posted by email to each Member of
the Board. A Member shall be deemed to have received the e-mail even if he refuses to have received
the same.
(11) All other terms and conditions of the original Contract Agreement shall remain unaltered/Unaffected and the
parties shall remain bound by terms and conditions as contained therein.
 Annexure to Schedule [S]
Disputes Resolution Board’s Rules and Procedures
1. Except for providing the services required hereunder, the Board Members shall not give any
advice to either party or to the Authority Engineer concerning conduct of the Works. The Board
Members:
(a) Shall have no financial interest in any party to the Contract, or the Authority Engineer, or a
financial interest in the contract, except for payment for services on the Board.
(b) Shall have had no previous employment by, or financial ties to, any party to the Contract
Agreement, or the Authority Engineer, except for fee based consulting services/advisers on
other projects, and/or be Retired Government Officers (not connected in whole or part with
the project), all of which must be disclosed in writing to both parties prior to appointment
to the Board.
(c) Shall have disclosed in writing to both parties prior to appointment to the Board any and all
recent or close professional or personal relationships with any director, officer, or
employee of any party to the Contract, or the Authority Engineer, and any and all prior
involvement in the project to which the Contract relates;
(d) Shall not, while Board Member, be employed whether as a consultant or adviser or
otherwise by either party to the Contract, or the Authority Engineer, except as a Board
Member, without the prior consent of the parties and the other Board Members;
(e) Shall not, while a Board Member, engage in discussion or make any agreement with any
party to the Contract, or with the Authority Engineer, regarding employment whether as a
consultant or otherwise whether after the Contract is completed or after services as a Board
Member is completed.
(f) Shall remain and be impartial and independent of the parties and shall disclose in writing
to the Employer, the Contractor and one another any fact or circumstance which might be
such as to cause either the Employer or the Contractor to question the continued existence
of the impartiality and independence required of Board Members; and
(g) Shall be fluent in the language of the Contract.
2. Except for its participation in the Board’s activities as proved in the Contract Agreement and
in this Agreement none of the Employer, the Contractor, and or the Authority Engineer shall solicit
advice or consultation from the Board of the Board Members on matters dealing with the conduct of
the Works.
3. The Contractor shall:
(a) Furnish to each Board member one copy of all documents which the Board may request
including Contract Agreement, progress reports and other documents pertinent to the
performance of the Contract Agreement.
(b) In cooperation with the Employer, coordinate the site visits of the Board, including
conference facilities, and secretarial and copying service.
4. The Board shall being its activities following the signing of a Board Member’s Declaration of
Acceptance by all three Board Members, and its shall terminate these activities as set forth below:
(a) The Board shall terminate its regular activities when either (i) issuance of completion
certificate and completion of punch list items or (ii) the parties have terminated the
 contract and when, in either case, the Board has communicated to the parties and the
Authority Engineer its decision on all disputes previously referred to it.
(b) Once the Board has terminated its regular activities as provided by the previous paragraph,
the Board shall remain available to process any dispute referred to it by either party. In
case of such a referral, Board Members shall receive payments as provided in paragraphs
7(a)(ii), (iii) and (iv).
5. Board Members shall not assign or subcontract any of their work under these Rules and
Procedures.
6. The Board Members are Independent and not employees or agent of either the Employer or
the Contractor.
7. Payments to the Board Members for their services shall be governed by the following
provisions:
(a) Each Board Member will receive payments as follows:
i. A retainer fee per calendar month as specified in the schedule of fee made part
of this Schedule and its revision from time to time. The retainer fee shall be
considered as payment in full for:
(A) Being available, on 7 days’ notice, for all hearings, Site Visits, and other meetings
of the Board.
(B) Being conversant with all project developments and maintaining relevant files.
(C) All offices and overhead expenses such as secretarial services, photocopying and
office supplies (but not include telephone calls, faxes and telexes) incurred in
connection with the duties as a Board Member.
ii. A daily fee as specified in the schedule of fee in respect of fee for site visit &
meeting, fee for meeting/hearing not at site and extra charge for days (max. of 02
days for travel on each occasion) other than hearing/meeting days.
iii. Expenses, if addition to the above, all reasonable and necessary travel expenses
(including economy class air fare, subsistence, and other direct travel expenses).
Receipts for all expenses in excess of Rs. 2000/- (Rupees Two Thousand only)
shall be provided.
iv. Reimbursement of any taxes that may be levied on payments made to the Board
Member pursuant to this paragraph 7.
(b) The retainer fee and other fees shall remain fixed for the period of each Board Member’s
term until revised by NHAI.
(c) Phasing out of monthly retainer fee. Beginning with the next month after the completion
certificate (or, if there are more than one, the one issued last) has been issued, the Board
members shall receive only one-third of the monthly retainer fee till next one year.
Beginning with the next month after the Board has terminated its regular activities
pursuance to paragraph 4(a) above, the Board members shall no longer receive any
monthly retainer fee.
(d) Payments to the Board Members shall be shared equally by the Employer and the
Contractor. The concerned Project Implementation Unit (PIU) of Employer shall pay
members’ invoices within 30 calendar days after receipt of such invoices and shall invoice
the Contractor for one-half of the amount of such invoices. The Contractor shall pay such
invoices within 30 days’ time period after receipt of such invoices.
8. Board Site Visits:
(a) The Board shall visit the Site and meet the representatives of the Employer, the Contractor
and the Authority Engineer at regular intervals, as time of critical construction events, at
the written request of either party, and in any case not less than 6 times in any period of 12
months. The timing of Site visits shall be as agreed among the Employer, the Contractor
and the Board, but failing agreement shall be fixed by the Board.
(b) Site visits shall include an informal discussion of the status of the construction of the
Works. Site visits shall be attended by personnel from the Employer, the Contractor and
the Authority Engineer.
(c) This response shall be final and conclusive on the subject, unless a written appeal to the
response is filed with the responding party within 10 days after receiving the response and
call upon Authority Engineer to mediate and assist the parties in arriving an amicable
settlement thereof. Both parties are encouraged to pursue the matter further to attempt to
settle the dispute.
(d) If the Authority Engineer receiving the Notice of Dispute fails to provide a written
response within 14 days after receipt of such Notice or failing mediation by Authority
Engineer, either party may require such dispute to be referred to the Board, either party
may refer the dispute to the Board by written Request to the Board. The request for
decision shall state clearly and in full detail the specific issue of the dispute(s) to be
considered by Board and shall be addressed to the Chairman of the Board, with copies to
the other Board Members, the other party, and the Authority Engineer, and it shall state
that it is made pursuant to this Agreement.
(e) When a dispute is referred to the Board, and the Board is satisfied that the dispute requires
the Board’s assistance, the Board decide when to conduct a hearing on the dispute. The
Board may request that written documentation and arguments from both parties be
submitted to each Board Member before the hearing begins. The parties shall submit
insofar as possible agreed statements of the relevant facts.
(f) During the hearing, the Contractor, the Employer, and the Authority Engineer shall each
have ample opportunity to be heard and to offer evidence. The Board’s decision for
resolution of the dispute will be given in writing to the Employer, the Contractor and the
Authority Engineer as soon as possible, and in any event not more than 56 days or any
mutually extended period between the Employer and the Contractor. The time period of 56
days of issuance of DRB decision will reckon/start from the day of first hearing that begins
after submission of complete pleadings (including supporting documents, if any) by the
parties.
10. Conduct of Hearings:
(a) Normally hearings will be conducted at the Site, but any location that would be more
convenient and still provide all required facilities and access to necessary documentation
may be utilized by the Board. Private season of the Board may be held at any cost effective
location convenient to the Board. Video recordings of all hearings shall invariably be
made.
(b) The Employer, the Authority Engineer and the Contractor shall be given opportunity of
have representatives at all hearings. Parties should restrain to bring any Advocate/Law
Firm during DRB hearings.
(c) During the hearings, no Board Member shall express any opinion concerning the merit of
the respective arguments of the parties.
 (d) After the hearings are concluded, the Board shall meet privately to formulate its decision.
The private meeting(s) of the Board shall not exceed 3 sittings. All Board deliberations
shall be conducted in private, with all Members’ individual views kept strictly confidential.
The Board’s decisions, together within explanation of its reasoning shall be submitted in
writing to both parties and to the Authority Engineer. The decision shall be based on the
pertinent contract provisions, applicable laws and regulations and the facts and
circumstances involved in the dispute.
(e) The Board shall make every effort to reach a unanimous decision, if this proves impossible
the majority shall decide and the dissenting Member may prepare a written minority report
together with an explanation of its reasoning for submission to both parties and to the
Authority Engineer.
11. In all procedural matters, including the furnishing of written documents and arguments
relating to disputes, site visits and conduct of hearings, the Board shall have full and the final
authority. If a unanimous decision on any such matter proves impossible, the majority shall prevail.
12. After having been selected and where necessary approved each Board Member shall sign two
copies of the following declaration and make one copy available each to the Employer and to the
Contractor.
 “BOARD MEMBER’S DECLARAITON OF ACCEPTANCE”
WHEREAS
(a) A Contract agreement (the Contract) for the ___________ project [fill in the name of project] has
been signed on _________ [fill in date] between ____________ [name of Employer] and ______
[name of contractor] (the Contractor);
(b) The provisions of Agreement and Dispute Resolution Board’s rules and procedure provided for
establishment and operation of Dispute Resolution Board (DRB).
(c) The undersigned has been selected to serve as a Board Member on said Board;
NOW THEREFORE, the undersigned Board Member hereby declares as follows:
1. I accept the selection as a Board Member and agree to serve on the Board and to be bound by the
provisions of Contract agreement and rules and procedure provided for establishment and
operation of Dispute Resolution Board (DRB).
2. With respect to paragraph 1 of Dispute Resolution Board’s Rules and Procedure, said Annexure-A,
I declare
(a) that I have no financial interest of the kind referred to in subparagraph (a);
(b) that I have had no previous employment not financial ties of the kind referred to in
subparagraph (b); and
(c) that I have made to both parties any disclosures that may be required by sub-paragraphs (b)
and (c).
3. I declare that I have _____ no. of Arbitrations (list enclosed) and ____ no. of DRBs (list enclosed
in progress and that I will give sufficient time for the current assignment.
BOARD MEMBER
__________________________________________
________________[Insert name of Board Member]
Date: ______________________________________
 Schedule of expenses and fees payable to the
Member(s) of Dispute Resolution Board (DRB)
The fee and other expenses payable to the Members of DRB shall be as under:
S. No. Particular Amount Payable

1 Retainer-ship fee, secretarial assistance Rs. 50,000/- per month for one package
and incidental charges and maximum of Rs. 75,000/- per month
for 2 or more package.

2(i) Fee for site visit or meeting at site Rs. 25,000/- per day

(ii) Fee for meetings/hearings not at site Rs. 10,000/- per day

3 Traveling expenses Economy class by air, AC first class by

train and AC taxi by road

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

Rs. 10,000/- per day (in other cities); or
Rs. 5,000/- per day (own arrangement)

5 Extra charges for days other than Rs. 5,000/-

hearing/meeting days (travel days
maximum or 2 days on each occasion)

6 Local conveyance Rs. 2,000/-

Notes:
(i) Lodging, boarding and travelling expenses will be allowed only for those members who are
residing 100 kms away from the place of meeting.
(ii) Delhi, Mumbai, Chennai, Kolkata, Banglore and Hyderabad shall be considered as Metro
Cities.
(iii) The above schedule of fee and expenses shall be applicable on or after the date of issue of this
circular.
(iv) The expenses are to be shared equally by the parties i.e. Employer and Contractor.
***** End of the Document *****