NATIONAL HIGHWAYS AUTHORITY OF INDIA (Ministry of Road Transport & Highways, Government of India) CONCESSION AGREEMENT For “Four Laning of Khed-Sinnar Section of NH-50 from km 42.000 to km 177,000 (Design length — 137.946 km) under NHDP PHASE IV B in the state of Maharashtra on DBFOT basis” BETWEEN National Highways Authority of India 5&6, Sector 10, Dwarka, New Delhi-110075 AND Khed Sinnar Expressway Limited The IL&ES Financial Centre, Plot No. C-22, G Block, Bandra Kurla Complex, Bandra (East), Mumbai - 400051, Maharashtra, INDIA. VOLUME -I PART-I CONCESSION AGREEMENT May 08, 2013atonal Highway Autor of na Concession Agreement Barwa Aaa Exprssway Urted Contents Concession Agreement PART Preliminary Recital a 1 Detaions and Interpretation os LE etisions 12 terpretaion 13 Measurements nd Aste Conventions 14 Priory of Ageements nd EroruD crepancies PARTIE ‘The Concession 2 Seope ofthe Project 0 21 Scape ofthe Poet 3 Grantof Concesion ” BI The Concession 4 Conditions Precedent 2 4.1 Conditions Present 42 Damages for delay bythe Authority 43 Damages for delay bythe Concesionsire 5 Obligations of the Conceshnaire 15 51 Obligations of the Concession 52 Obligation relsing to jet Azrernts 53. Obligations reling 0 Change in Oversip SA Employment of ign nations 55° Employment of rind pesca! 56. Sole Purpose ofthe Concession 57. Branding of Project Highway 58 Facies fr Physically Challenged ad Elderly 5 Obligations ofthe Authority » 61 Obiigations ofthe Autioy 62 Maintenance obligations price Appoint Dae 63 Obligations reling to Competing 7 Representations und Warranties 2atonal Mahwaye Autoty ona Bara A Exovessway Led 7A Representations and Wares ofthe Conestionsie 72 Representations and Wares of he Authority 73 Disclosure 5 Disclaimer PART It Development and Operations 9 Performance Security 9.1 Peformance Security 92 Appopristion of Peformance Seuity 9.3 Release of Perormance Seay 10 Right or Way 101 The Ske 102 Licence, Acces and Right of Way 103 Procurement of he Site 104 Stewie fee fom Encumbrances 103 Proton of Site from encroaches 10 Speciltemporayriht of way 10.7 Acces to Authority and independent Engine 108 Geological and Archseologieal Fin 109 Deka ules, Asscated Road and Trees HLL Exiting wits and oats 112 Ssuting of obstacles 113 New ates nd rads HA Felingof Tees Construction ofthe Project Highway 12.1 Obligations peor commencement onion 12.2 Maimenanee during Connon Peto 123 Drawings Concession Ageamont 25Natoa Hiway erty oto Concession Aromat ‘inca a Cxprsonay td ven 124 SiLanng fe Pjet Highway 123 ete 20 thst) 127 Consens ney te Asthoriy 13 Monitoring of Construction 13.1 Meriiy progress ear 12 tnpecion bs Taw 13 Delays ding consetion 133 Supemion a unateCoticon Was 136 Veco coin 42. Compton Cree 163 Povsonal Ceifte 14 Completion of Pinch Ls items 13. Widollg of visi Ceiiste 146 Rechelingof Tes 15 Entry int Commercial Service 151” Cones Operation Date (COD! 152 Damage fordy 16 chang ot Sope 161 Change of Scope 162 Peetie for Chang of Scope 163. Payment or Cnet Scope 16:4 Retin on cern wor 163 Powerof Aor under wis 16 Redctunin Scope of te Proce, ” Operation and Maintenance m2 3 ns va ‘ORM obligations of the Concessomire Mainenance Requerets Maintenance Manis Maintenance Propane Suey, vehicle breakdowns and aces De-commisioning de to Emergency Lane closure Damages for beach of maintenance bigaions o ”aonal Highway Aunony of ina Concession Agremant ‘Bune A Exroconay Lite 2» 179 Autry’ ight to ke remedial mesures 1710. Overiing powers of he Authociy 1711 Restoration of oso damage to Pot Highway 1712 Madieaions othe Prt Highyay 17.3 Excuse rm performance foliations 17.04 Barer and dvesions ITS Advertsing on he St ‘Safety Requirements 181 Safety Requirements 182 Eapendie on Safety Requirements 19.1 Moni stat eps 19.2 Inipestion 93 Tew 194 Remedi mesures 195 Moatly Fee Statemeet 196 Repos of Unisual Occurence ‘eat Reguation 2D1 Tati realaton by the Cncesinaire 202 Poise seseane 203, Buildings or Trafic Aid Pos 204 Recuring expenditure on Police asistance Emergency Medial Aid DLL Medial Aid Poste 212 Builings oe Mec! Aid Pots 213 Recuring expenditure on Medial Aid Pts “Teffic Census and Sampling 221 Trae conus 222 Talfewurey 223 Trfficsampling 224 Computer System Networks Independent Engineer 281 Appoiament of lndcpendt Engine 282 Duties and futons 233 Remupertion 234 Termiation of appointment BS Authorised sinatories 26 Dispute ressition se 9 o e 6Nstoal gheay Atty tna Conon Agreeent ‘ann ase Cason int “ PART Financial Covenants 24 Financial Close rs 24 Francia! Close 2242. Teination du fait achieve Facial Clase 25 Grant 70 281 Grane 252 Bauty Seppo 253 Deleted 254 Deleot 26 Concession Foe n 261 Concesion Foe 262 Deleted 263 Deleted 264 Deleed 265° Delesd 27 ar kee 7 271 Colleton a appropeiation of Fee 272 Revision of Fee 213. Exemption fer Lal Piva Tate 214 Frese of service lines 218 Discounted Fee foe frequen Users 276 Reappeoprition of ene Fee 217 Toling Contacor 218 Feecolaction points 279 Additma charg for evasion of Fee 27.10 Adiional Fee or overload vec P71 Display of Fe Rates 28 Revenue Shortfall Loan 78 281 Revenue Shon Laie 282. Repayment of Revene Shri Loa 29 Effectof Variations in Trae Growth 7 281 Efectof varios inate gromth 292. Madifcatons inthe Concession PeiNatal Higways Ahoy of nda Concession Agoerent ‘Barwa Acca xpresoay Lead 30 Construction of Additional Tolinay ~ 31.1 Reston on contin of Adina Tltvay 303 Minimum Fee forthe Project Highsay 304 Minimuen Fe for Additional Toinay 3 Bserow Account o SLL Ber Ascot 312 Deposits ito Escrow Account 313 Wihdeawas during Concession Pee 31 Withicals upon Termination 321 Isurance during Concession Fei 322. Nodceto he Authority 323 Evidence of Inence Cover 324 Remedy fr fart inure S23 Waiverof abrogation 326 Concessions waiver 327 Applicaton of insurance proceeds 33 Accounts and Audie os SAL Aud accounts 332 Appoint of aaions 313 Cetin of las by Stary Aatios 34 Secott 383 Dist solution PART v Force Majeure and Termination SM Force Majeure * BL Fare Majeure M2 Now Poti! Event M3 Indie Poca Event ‘MA PotialEven 345 Duty to ep Force Majeure Event M6 et of Force Majeure Event on the Cones ‘MI Allostion of costs arising ato oc Majeure M48 Termination Note for Farce Majeure Event 349 Termination Payment for Fone Majene EventNationa aghways Autor fea Concession Agreement ‘Bane Ado Expressway Listed 3410 Dispute esolaton “MIL Excuse fom pcformance of cigars 35 Compensation for Breach of Agreement 351 Compenston fr deft bythe Concession 382 Comgenation for duty te Auton 353 Euewsion of Concession Pent 354 Compensation for Competing Roa 353. Compensation to be in nition 356 Mitigation of ons nd damage 36 Saspesion of Concesonaire’s Rights 461 _Sespension upon Cncesonie Deak 36.2 Autry to ct on half of Conesionsie 363 Revoeation of Suspension 364 Substation of Concesionsite 365. Termination 37) Termination 37 Terintion fr CocesiomireDefilt 372 Termioton fr Autor Deak 373. Termination Payment S74 teri and obligations of te Autoity S13. Survival of rihts, Mi Divestment of Rights and Interest 38.1 Divesuent Requirements 382 Inspection an care 383 Coopertion an itn nase of Proj 384 Vesting Ceriiete 385 Adina Facies 38 Disesment on te 9 Defects Lib ater Termination 39.1 Labi for dfets after Termination 392 Retemion in Escrow Account PART vi Other Provisions 9 Assignment and Charges 801 Restiion on assignment ad shaess 402 Permiued aignment and haresatonal Higmays Auer of na ‘Concession Agrorant ‘Baowa Ada Expres Led a 4s $03 Substation Agreement 404 Assignment bythe Author (Change in Law $12 Redaction in cose 413. Proetion of PY 4414 Rescton on cash compensation 415 Nochiminihe event of recover pm Users ‘ability and ode $21 Groen indenaiy 422 Indemnity byte Conesionsie 423 Note an comes of ems S24 Defence of claims 425 Nocamsequential lms 426 Suvivaton Termination Rights and Tite over the Sie RL Llemee rights S22 Access ahs of he Autor and fers 483 Propeny anes 4 Resticton on wubeting Dispute Reo 441 Dispute esotion 42 Conciaion 463 Aniston “44 Adjuicaon by Repliry Auto Commision Disclosure 451. Disclosure of Specitd Documents 452 Dislosue of Documents ling to ty Redresal of Public Grievances 451 Complains Reger 462 Redes of compan Miscellaneous 47.1 Govering lw and juin $72 Waiver immunity 7 Sa Support Agreement 12 19a8 as a a8 710 wm ane as as a6 Depreciation Delayed payments sity fr review of Documents Drawings Exclusion of imped warranties Survival Sevesbiliy Noparmeship Thi Paes Succes and Assigns Language Counters Definitions 128 Detain Fos Loving of Ke Sa Sei of N30 From Km 42040 Ken 179 eign Land 15 ‘5 Uer OD eV 8 ine Suef Mr ca DEO ee neSchedules A Site ofthe Projet 1 These 2 eiced) Annes: Site fo Six Laning Annee: (Deleted) 5 Development af the Project Highway 1 Developmen of he Piet Highway 2 Six Laing Annet: Deseriptin of Sit-Laing Anne (Deleted) Project Facies 1 project Pais 2 Project Faces for Sit Laing Aes Project aii St Laing Annes (Dele) D Specifications and Standards 1 SivLaning 2 eles) Ane: Speicaton nd Sta fr St-Laning Anes: (Dekted) Applicable Permits 1 pote Reis F Performance Security 6 Project Completion Pret Completion Schedule Project Milestone: Pojeet Meson Projet Milestone I Scheduled Si-Laning Date Exension of Psd eile H Drawings e11 Drawings 2 Additonal drawings ‘Annee Lt of Drawings Tats 1 Schade or Tess 2 Tew 3 Ageny for conducting Tests + Completion Provisions Ceifeate Completion Certineate 1 Completion Crist 2 Provisional Cente (Deed) “Maintenance Requirements Maintenance Requirements Repaietifition of detec nd defences Other def and deficiencies Esteson of ie iit nergeny epairvestration Diy tspection by the Concensionsie Divesimeat Requiements Display of Schade K Aer: Resictectiaon of eects and Gefcences Safety Requirements Guiding Principe Obligation of he Concession Appoateent of Safety Constant Safety esis during Developent Period Safety measures during Corton eit Salty measures during Operation Feed Costsand expenses, “Monthly Fee Statement Weekly Trafte Censas 1 Weeki Tac Censes 2 Weekly Rept or Weigh Stations Traffic Sampling 1 Tate samping 2 Manal aff ount 3 Automat ati count4 aration terween mana suomatic coun Selection of Independent Engineer ‘Selection of dependent Engines Feeand expenses Consttiono eh ans Appwinment of goverment ety Independent Enger “Terms of Reference for Independent Engine Scope Definitions and nerpretation Role an function ofthe Independent Engine Development Ferd Consietion Period Opeetion Prod Teminton Determination of costs and time Assistance in Dispute reson ter des and ncn Miaclineous Fee Notification sceow Agreement Definitions an interpretation scm Account Deposits it Excrow Account Withdeoals rom crow Account Obligations of te Escrow Bank sero Defale Termination of Escrow Apiement Supplementary Eserow Account, Indemnity Dispute resolution Miscllanenspreviins Panel of Chartered Accountants 1 Pane of Canard Accountants 2 Invitation or empanelnent 3 Evasion snd selection 4 Coasation withthe Conese Mutaly pred pane Vesting CevtiteateSubstitution Agreement vi Definitions an inerrettion Subsitition ofthe Conesionaize Project Agrees “Tenination of Concession Agreement Duration ofthe Agreement Indemnity Dispute esokion Miscellaneous provisions1EXURES INO] Annee Document Teller No/Dated Page ‘No. No. 1 | Atexure=T | invitation to bi NHAT/MiI/ 019/17 Red Sonne dated 21.01.2023 2 | Annewure-IT [instruction to Bidders | Dated 9701/2013 (REP Voll) 23 | Annexure | eply to Pre Bid Queries | Dated 23/03/2013 Corrigendum No 18 | Dated 22703753 Corrigendues No.9 | Dated 6703 /28T5 Cortigendam No, 10 | Dated 137% [ Corrigendum No. it~] 4 | Annesure-1v ‘Addendum No, 4 Dated 22/03/3013 [ Addendum No.5 Dated 1570872013 7] r Letter Comprising the | Dated 23/08/3013 ~ Bid “Bank Goaraniee [BG No. O0302i3IFGO00086 Dated | — Annexure -V 5 | enclosures Besos - ‘oBid) Dated 9.11.2011 and ¥0.11 2017 General Power Attorney. Power of Attomney for) Dated 31/03/2085 ‘Signing of Bi. | Anpexere-VT | Financial 8 aie 37057208 — 7 _ | Annexure VI | Bid Evaluation Report | Dawe 33/03/2015 Annexure | Confirmation of Bank ‘NHAI/PIU/Panvel/BG/Confirm/20 | vm Guarantee 13/2641 dated 2308 216 “AnnesareBC | Lettr of Award NHAY/S/ 1101/17 Khed 9 ‘Sinnar/471 dated 28/03/2013 “yop Annexure x aie 8703200 Pesaro X Dated 19/04/3013 and Dated ! 02/05/2013 _ ‘Annorute | Financial Consultants Bated 35/04/2013 and Dated [xn Report onsPv 0/05/2013 Formation ‘Annewure | State Support Dated 1570572010 3 | xur Agreement meConcession Agreement1 PreliminaryINDIA NON JUDICIAL Government of National Capital Territory of Delhi e-Stamp Crtiteate No InsDLr aornsesosastL Centoate saved Date 06-May-2010 12:96 Pre Account Reerence InaPACG (v7 12808 DEL OL-OU Unique Doc. Reerence SUBIN-DLOL? 125032 9 2e05stEB2EL Purchased by na Desenoen of Document Arico 6 General Agreement Proper, Daszibon AGREEMENT ‘sterabon Pace (Rs ° (zero) Frat Paty nna Secon Party NA Stamp Ouy Patsy nna Sane Duty AmoustiAs ) 100 (One Hundred ony) y atCCntiata esued Date ‘Account Relerores Unique Doe. Reference Purchased by Deseition of Document Property Description CConsieraon Prce (Ra Ft Pay Secons Party Stamp Outy Pais By ‘Stam Duty Amounts) TNS AGREEMENT erred ino on thst Gyo May 2019 A arvonex in Boe ene Authority of Tia Ae 1988, reqesetd byt Chiman a an pl "0, Duara, New Delt 107s (hereafter ref othe “Aton ich eaprnion shal see "ep othe context meaning tee cue admirers sucess a asa) of One Pas INDIA NON JUDICIAL Al e-Stamp ILI tsczseroet644. o6-May-2013 12:57 Pa IMPACG (NV a7 t2800/ DELHVOL-DLH ‘SUBIN-DLOL71260521854857759710, ral Agreement AGREEMENT ° (ero) war 2 NA Nuatorerey sey 100 (©ne Hundred ony) AND Mis KHED SINNAR EXPRESSWAY LIMITED, s compu inirponted une the pevinons ofthe onmpanics At 1986 and having Hs eiteed ofc u The LATS Finnie Plt Co 6 Bled SindaKirls Comper Banda (2) Manel - 400051, Mare (hear tlened iat be ‘oncessonire™ which eapresion hl, ls epugant we coy, exces nd permit tgs utes of ie Ober Pat rent of National Capital Territor alice a 3 Setar ae SEES Sa Be eS 2)[Nilional Highways Authority of nia Concession Agement WHEREAS: w @ © © © © @ wy The Government of India had entrusted to the Authority the developmen, maintenance and management of National Highway No, 50 including the section from kn $2.000 tok 177.000 (appa. 137.945 km), ‘The Authority hed resolved to augment the existing wl from km 42.000 to km 177.000 (approximately 137.946 km) on the KhedSinnar section of Nations! Highway No, 50 hereinafter called the “NH SD") inthe Sate of Maharastra by Four Leaning thereof on design, build, finance, cperate and tansir CDBFOT") bests in accordance withthe terms and conditions tobe set forth in concession agrecnet be entre int, ‘The Authority had acconlingly invited proposals by its Request for Qualification No, dated che “Request for Qualification” or “REQ") for sor isting of bidders for constuction, operation and maintenance ofthe above refered section of NH 50 om DBFOT sis and had shonlited cenain bidders incuding, inter alia te (the selected bidder, ‘The Authority had prescribed the technical and commercial tems and conditions and invited bids (he "Request for Proposals” ot "RFP" from the bidders shorted pursuant to the REQ for undertaking the Projet. ‘Aer evaluation of the bids received, the Authority hal accepted the bid of the {selected bidder} and issued its Letter of Award No. NHAI/1T019VKhedSinnar 471 dated 280572013 (hereinafter called the “LOA") tothe {selected bidder) reqting, inter alia, the execution of this Concession Agreement within 30 (thirty) days of the date of issue threo {The selected bidder has since promoted and incorporated the Concesionaire as a limited laity company under the Companies Act L856. and has requested the Authority to accent the Concessionaire as the entity shich shall undertake and perform the obligations and exercise he rights ofthe selated bidder under the LO. Inclating the obligation to ene int this Concession Agreement pursuant the LOA for exccuting the Project, By its eter dated 19/08/2015, the Concessionsire has al joned in the sai request ofthe selected bier tothe Authority to accept ita the etity which shall undertake and perform the obligations and exerese the rights ofthe selected bidder including the obligation to ener into this Concession Aarsement pursiant 10 the LOA. The Concessonsre has further represented tothe eet that i han besa promoted by the selected bidder forthe purposes hereof ‘The Authoriy his agreed to the said rues of the selected bidder) the Concessionate, and has accordingly agreed to er into ts Concession Agreement ith the Concessionaire for execution of the Projet om DBEOT asi, subject to and ‘on the tems and conditions set ferth hereinaier NOW. THEREFORE, in consideration ofthe foregoing and the respcctive covenants and ‘agreements st forth inthis Concession Agreement. the receipt nd suicen hereby acknowledge, and intending tobe fly hound hers, the Paris ap sypbtich inca hskanersn DOTS ne OR WH <Concession Agreement whichis hereby acknowledged, and intending to be legally tound hereby, the Parties agree as fallow aur Laning of Kod Sonar Section of NEESO From Kim 42.000 to Kim 177000 foeaia Length = 13746 Kin) Under NHDP Phase iV Bi the State of Mehanashivs on DEFOE BastConcession Agreement ARTICLE 1 DEFINITIONS AND INTERPRETATION LA Definitions ‘The words and expressions beginning with capital eters and defined in this Agreement (including those in Antcle 48) shall. unless the context otherwise requires, hve the measing ascribed thersto herein, and he words and expressions defined in the Schedules and used therein shall ave the meaning asribed thereto in the Schedules. 12 Interpretation 1.2.1 Inthis Agreement, unless the context othenise requires, (@) references 10 any legislation or any provision thereof shall include amendment or re-enactment or consolidation af such leislaion oF any Provision hereof so far as stich amendment of re-enactment ot consoldation applies or is eapable of applying © any tansation entered imo hereunder, () references to laws of India or Indian law or regulation having the force of law shall include the laws, ats, ordinances, rule, elation, bye Iaws or notiications which have the fore of law in the testy of India and as fiom time to time may be amended, mexitied, supplemented, extended or re-enacted (©) references to a “person” and words denoting 4 natural pesom shall be construed as a reference to any individual, fin, company, comporaton, soviet, trust, government, state or agency ofa sate or any association af partnership (whether or not having separate egal personality) of two oF ‘more ofthe above and shall include successors and assigns (@) the table of contents, headings or sub-headings inthis Agreement are for convenience of reference only and shall not be used in, and shall not affect, the construction o interpretation ofthis Azreement; (©) the words “imelude” and “ineluding”™ are 1» be consinaed without limitation and shall fe deemed to be followed by “without limitation” or “but not Fimited to" whether oF not they ae followed by such pases: (0 references to “construction” or “building” ichide, unless the contest ‘otherwise requires, investigation, design, ceveloping, engineering, procurement, delivery transportation, istlltine, processing, fabrication, ‘esting, commissioning and other activities incidental 4 the constuction, and “construct” or “build” shall be construed accordingly. (@) references 10 “development” inclu, unless the context orberwse requires, constrction/povaRQNNefurbishing, augmentation, upgradation Four Laning of hed Sar Seed eg 197946 Kin} Under HDS Brass"Concession Agreement and other activities incidental thereto, and “develop” shall be constred secordingy:| (h) any reference to any period of time shall mean a reference 19 that according to Indian Standard Time: (}) any reference to day shall mean a reference to clendar ays Gi) references to a “business day” shall be construc as a reference 10a day (oshee than a Sunday) on which banks ia Delh) are generally open for business: (k) any reference to month shall mean a reference (0 ealendar month a8 per the Gregorian calendar; (0) references to any date, period of Project Milestoe shall mean and include ‘sch date, period or Project Milestone as may be extended pursuant to this ‘Agreement, (im) any reference w any period commencing “from” a specified day oF date land “tll” of “undi”a specified day or date shall include both such days oF ‘ates; provide that the last day of any period computed under this ‘Agreement is not a business day, then the period shall run unl the end of ‘the next business day (0) the words importing singular shall include plural and vee versa: (0) references to any gender shall include the other and the neutral gender () “lakh” means. hundred thousand (100,000) and. “crore illon (10,000,000 (q) “indebtedness sallbe construed so as to include any’ obligation (whether incurred as principal or surety) for the payment or repayment of money ‘whether present or future, acta or contingent: (9 references (0 the “winding-up", “dissoution", “insolvency”, oF reorganisation” ofa company of corporation stall he constried 2810 inclue any equivalent or analogous proceedings under the law of the jjursdition in which such company or comporatin is incorporated or any jurisdiction in which sueh company or corporation carries on business including, the seeking of liquidation, winding, reorganisation, dissolution, arrangement, protection o reli of debtors; (6) save and except as otherwise provided in this Agreement, any reference, at any Gime, (0 any agreement, ded, instrument, licence or document of any escrption shall be construed as reference to that agreement, dee, inrument, licence or other document a8 amended, vatied, supplemented, modified or suspended atthe time of such reference; provided that this Sub-clause shall not operate so a8 to increase lists of obligations of | ‘the Authority hereunder of pursuant het in any manner whatsoever tet eR nn 9 @ i i ne te Sate oy Bea Dah gy)13 “Pour Laing of Khe Siar Length Saas" Concession Agreement (0) any agreement, consent, approval, authorisation. notice, communication, information or report reguited under or pursuant this Agreement from oF by any Pary othe Independent Engincer shall be valid and effective only itis in writing under the band ofa duly authorised representative of such ary or the Independent Engingcr, as the case may be, inthis behalf and not otherwise; (0) the Schedules and Revtals to this Agreement form an integral part ofthis Agreement and wil be in full force and effet as ahaugh cy were ‘expressly stout inthe body ofthis Agreement (©) references to Revita, Aricles, Clauses, Sub-clases or Schedules in this ‘Agreement shall, except where the context atherwise requires, mean references to Recitals, Ales, Clauses, Sub-clases and Schedules of or {o this Agreement, and references to a Paragreph shal, subject to any’ contrary indication, be construed as a referencs to 2 Paragraph of this ‘Agreement or ofthe Schedule in which sich reference appears: (09) the damages payable hy cither Party (othe other of them, as set forth in this Agreement, whether on per diem hasis or otherwise, are mutully agreed genuine pre-stimated loss and damage likely to be suffered and Jncured by the Paty ented to reeive the same and are nt by way of penalty (the “Damages” and (8) time shal be ofthe essence in the peeformance of the Parties’ respective ‘obligations. If any time peri spostied herein ic extended, such extended Time shall also be of the essence Unless expressly provided otherwise in this Agreement, any Decumentation required to be provided or Furished by the Concessionar to the Authority andlor the Independent Engineer shal be provided free of cost and in three copies, and if the Authority andor the Independent Engineer is required to return any such Documentation with their comments andlor approval, they shall be entitled to retain two copies thereof. The rule of construction, if any, that a contract should he interpreted against the parties responsible forthe drafing sri preparation theres, shall not ppl Any word or expression uso inthis Agreement shall, unless otherwise defined or fonsrued in this Agreement, bear its ordinary English meaning and, for these prrposes he General Clauses Act 1897 shall no apply ‘Measurements and arithmetic conventions All measurements an calculations shall he in the mets system and caleulations| ‘done to 2 (0) decimal places, with the thed digi of 5 (ive) or above being rounded up and below 5 (five) being rounded down, 137 946 Kon) Under WH B onthe State of Moharashira on DEFOTConcession Agreement LA Priority of agreements, clauses and schedules LAL This Agreement, and sll ther agreements and documents forming part of or referred to inthis agreement are tobe taken a8 mutually explanatory and, unless cthervse expressly provided elsewhere inthis Agreement, the priovty of this ‘Agreement and other documents and agreements forming part hereof oF referred to herein shal, inthe event of any conflict between tem, be in the following (a) this Agrement:and (©) all other agreements and documents forming part hereof or referred (0 herein: ie, the Agreement at (a) above shall prevail over the agreements and documents ab) above, 142 Subject to the provisions of Clause 1.4.1 in case of ambiguities or diserepancies ‘within this Agreement, the following shall apply: (@) between two or more Clauses of this Agreement, the provisions of a specific Clause relevant to the issue under consleration shall prevail over those in other Clauses; (8) between the Clauss of this Agreement and the Schedules, the Clauses shall prevail and between Schedles and Annexes, the Schedules shall prevail, (2) between any two Schedules, the Schedule relevant to the issue shall preva @ between the writen desertion on the Drawings and the Specifications and Standard, the later shal prevail (@) between the dimension scaled from the Drawing and its specific written dimension the ater shall peal an () between any value written in numerals and that in words, the later shall spre “Pour Laning of Khel Soar Section of NHLSO Fram Kim 42.000 to Km 177.000 (Design Length = 137.946 Kr) Under REDD Phase TV i'n he Ste of Maharashiva on DEPOTConcession Agreement Part I The Concession Length = T37946 Kn) Under MDP Phase WV B inte Sate of Atakcractine ox Bee Baaa Concession Agreement ARTICLE? SCOPE OF THE PROJECT Scope ofthe Project The scope of the Proiet (the “Scope of the Project” shall mean and include «uring the Concession Period (@) construction of the Project Highway on the Site set forth in Schedule-A. ainda specified in Sehedule-B together with provision of Project Favilities as specified in Schedule an in conformity with the Speeiications and Standatds se forth in Schedule D; (©) operation and maintenance ofthe Projet Highway in accordance withthe provisions ofthis Agreement nd (©) performance and fulfilment ofall other obligations of the Concessions in accordance with the provisions of this Agreement and mates incidental thereto oF necessary forthe performance of sy or all ofthe obligations of the Concessionre under this Agreement, “Pour Loring of Khed-Sinnar Section of NHSO From Km 42.000 to Km 177.000 (Dos eng Bia 197940 Kin) Under NHDP Phase IV Bm te State of Malarashova on DBEM Concession Agreement ARTICLES GRANT OF CONCESSION The Concession BAL Subject to and in aecordance with the provisions of this Agreement, the Applicable Uw wn the Applicable Permit, the Authority horaby srants tothe Concessionire the concession set fon herein incluling the exchsive right licence and authority to constuet, operate and. msinin the Prost (the Concession) fora period of 20 (went) years commencing fom the Appointed Date, and the Coneessonaire hereby accepis the Concession and aprecs to implement the Project subject and in accordance with he terms and conditions se Toth herein Subject to and in aocordance with the provisions of this Agreement, the Concession hereby granted shall oblige or entitle (as the ease may be) the Coneessionaie to @ ) ° co) cy © Right of Way. access and ience to the Site forthe purpose of and 0 the ‘extent conferred by the provisions ofthis Agreement finanee and consiuct the Projet Highways ‘manage, operate and maintain the Project Highway and regulate the use thereof by thir partes; demand, collect and appropriate Fce ftom vehidles and Users liable for Payment of Fee for using the Project Highway or any part thereat and refuse entry of any vehicle ifthe Fe due isnot pid perform and full all of the Concessionire's ebligations under and in ‘accordance with this Agreements bear and pay all costs, expenses and charges in eoonection with of incidental to the performance of the obligations of the Concessonaite ‘under this Agreement; and ‘either assign, transfer or sublet or create any lien or Facumbrance om this Agreement, or the Concession hereby granted of onthe woe or any part othe Projcet Highway nor transfer, lease or part possession there, save and exeept as expressly permitted by this Agreement or the Substitution Agreement Four Laing of Rhed Siwar Section of NH-SO From Kx 42000 to Kin 177,000 (Desig Length = 197946 Koy) Under MHDP Phase IV Bm the Sate ef Maherashira on DBRT Bass! ay4a au Concession Agreement ARTICLES CONDITIONS PRECEDENT Conditions Precedent Save and except as expressly provided in Amicles 4, 9,10, 24, 34,48 and 47, or Unless th contoxtothensiac quires, the respective rights and obligations of the Parties under this Agreement shall he subject tothe satisfaction in ful OF the Conditions precedent specified inthis Clause 4.1 (the “Conditions Precedent") The Concessionare may, upon providing the Performance Security 10 the Authority in accordance with Amicle 9, at any time after 90 (ninety day’ from the date ofthis Agreement or on an earlier day acceptable tothe Authority, by notice requite the Authority to satisfy any oe all ofthe Conditins Precedent set forth in this Clause 4.1.2 within @ period of 30 (hin) days ofthe noice, or sveh longer period not exceeding, 60 (sity) days as may be specified therein, and the Conditions Precedent required 1 be satisfied by the Auttorty shall be deemed to have been fulfilled when the Authority shal have: (2) procured forthe Concession the Right of Way the Site in accordance With the provisions of Clause 10.3.1; (©) issued the Fee Notification; (© Deters (8) procured approval of the Railway authorities inthe form of «general arrangement drawing that would enable the Cowsessionaie to consict road everbridges!underbridges at level erossings om the Project Highway in accordance with the Specifications and Stanfards and subject tothe terms and contions specified in such approval; and (6) procured all Applicable Permits relating to environmental protection and ‘conservation ofthe Site Provide that the Authority may fom time to time by neice extend, for upto an agrevate of 6 (sx) months, the period for procuring the approval et forth in Sub- lase (d) andor Sub-lause (e) above ad in that event te land o be covered by ‘overbridges othe affected sections of the Project Highway, as the ease may b siall be included in the Appendix referred to in Clause 10.3 and dealt with in secordance with the provisions thereof, and proviled further that upon procurement of such approval, the Concessonaie shall ke eniled toa period of 12 (Qvelve) months thereltom for completion of the overbridges. For. the avoidance of doubt, the approval specified in Sub-clauses() and (e) above shal «ease to hea Condition Precedent upon the extension of tne under this Proviso. The Conditions Precedent required tobe satisfied by the Concessionste prior to the Appointed Date shall” he ‘Qaemed to have been fulfilled when theConcession Agreement (@) provided Performance Security to the Authority (0) executed and procured execution ofthe Escrow Areement (©) executed and procured execution ofthe Subsiuton Agreement; (© procured all the Applicable Permits specified in Schedule-E Insconstinally or if subject to conditions, then ll such conditions required to be fulfilled by the date specified therein shall have been ‘sisted in fl and such Applicable Pennits ae in fll force and elect; (©) executed the Financing Agreements and delivered to the Authority 3 (three) true copies there, duly attestod hy a Director of the Concessions (delivered 0 the Authority 3 (thee) trve copies of the Financial Package and the Financial Model, duly attested by a ited ofthe Concessionaie, along with 3 (Cree) soft copies of the Financial Model in MS. Excel version or any subsiute thereof, which is acceptable to the Senior Lenders (2) delivered to the Authority from confirmation, in orginal, of the correctness of thee representations and warranties setfoeth in Sub clauses (69, () and (of clause 71 of his Apreement; and () delivered tothe Authority a legal opinion from the legal counsel of the ‘Concessonaire with respec othe authority ofthe Concessionaie o enter ito this Agreement and te enforceability ofthe provisions thereof Proved that upon request n writing by the Concessionsire, the Authority may. in its discretion, waive any ofthe Conditions Precedent set Forth in this Clause 413. For the avoidance of doubt, the Authority may, in is sole diserction, grant aay waver hereunder with such gontons as may deem fit 4.14 Bach Party shall make all reasonable endeavours to satisfy the Conditions Precedent within the time stipulated and shall provide te other Party with such ressonable cooperation as may be required to assist that Party in sisting the Conditions Precedent for which tha Party is responsible, 4.1.5 The Parties shall notify eachother in writing atleast once a month on the progress ‘made instistying the Conditions Precedent. Each Paty shall promptly inform the ‘ther Paty when any Contion Prezedent for which itis responsible has heen sated 42 Damages for delay by the Authority the event that () the Authority doesnot procure fulfilment of any oF all of the Conditions Precedent set forth in Clause 4.1.2 within the period specified in respect thereof, and (i) the delay has not occured asa result of breach of this Agreement by the Concessionaire or de to Force Majeure, the Authority shall ay 10 the Concessionaire Damages in an amount caleulited atthe rate of 0.1% (ero point one percent) ofthe Performance Security fie each day's delay unt ‘our taning of Khed Singy Lengih 152.986 Rn) Uh Bane? ce 1450 From Kin 42.006 to Km 17,000 (Desi WB inthe State of Maharashtra on DEO4a our Laring of Khe Siar Section of NIESO Prom Kim 42.000 to Ki 17 Long Baste? Concession Agreement ‘he fulfilment of such Conditions Precedent, subject to @ maximum of 20% (venty percent) ofthe Performance Security, Damages for delay by the Concessionaire In the event hat the Concessionaive does not procure fullment of any of all of the Conditions Precedent set forth in Clause 4.13 within a period of 180 (one hundred and eighty) day Trom the date of this Agroemont, and (i) the delay has ot occurred a a resul of failure to fulfil he obligations under Clause 4.1.2 or other breach of this Agreement by the Authority, or cae to Force Majeure, the ‘Coneessionaze shall pay to the Authority Damages in ax amount calculated tthe tate of 0.2% (zero point to percent) ofthe Performance Security for cach day's delay untl the flfiiment of such Conditions Precedent, subject toa maximum of 20% (ewenty percent ofthe Peformance Secu 000 (Design Inder NHDM Phase IV Bin the Sate of Mohavashira on DERE Toe kinConcession Agreement ARTICLES OBLIGATIONS OF THE CONCESSIONAIRE, 51 Obligations ofthe Concessionaire ‘abject to and onthe terms and conditions ofthis Agreement, the Concessionsire shall. at its own enst an expense, prosure nance forand undertake the design, ‘engineering, procurement, construction, operation and easntenance ofthe Project Highsay and observe ull comply with an perform al its obligations set out in this Agreement or arising hereunder. 51.2 The Concessionare shall comply with all Applicable Laws and Applicable Permits (including renewals as required) in the performance of its obligations under this Agecement 5:13 Subject to the provisions of Clauses $1.1 and 5.1.2, the Concessionate shall Aissharge its obligations in accordance with Good Inustry Practice and ay reasonable and prudent person. 5.14. The Concessionaie shall, tits own cost and expense, in adlition to and notin ‘derogation of is obligations elsewhere set out in this Agreement (9) make, or cause (0 be made, necessary applications t0 the relevant Goverment Insrumentalities with such parculrs ana deals 2s may be required for obiaining Applicable Permits (other than those set forth in Clause 4.1.2), and obaain and keep in force ant effect such Applicable Permits in conformity with the Applicable Laws: () procure, as sequired, the appropriate proprietary rights, licences, agreements and permissions for materials, methods, processes and systems ‘sed or incorporated into the Project Highway; (©) perform and fu its obligations under the Financing Agreement; (©) make reasonable efforts to maintain harmony and good industrial retations among the personnel employed by it or its Contractors in connection with ‘he performance ofits bligtions under tis Agreement, (©) make reasonable efforts to facilitate the acquisition of land required for the Purposes ofthe Agreement; ensure and procure that is Contractors comply wth all Applicable Permits tnd Applicable Laws in the performance by them of any of the Concessionaze’s obligations under this Agreement; (@) not do or omit to do any act, deed or thing whict may in any manner be Votative of any ofthe provisions of this Agreement, (6) support. cooperate with and Facilitate the Authoriy inthe implementation 1nd operation of the Project in accordance with the provisions of this Apreement an “Pow Lanng of Ke Snap Length Bass" ef NHESO rom kim 42.000 to Km 177,000 (Design WB inthe State of Maharashtra on DEPOTConcession Agreement transfer the Project Highway’ to the Authority upon Termination of this "Agreement in accordance with the prosisions ther 52 Obligations relating to Project Agreements 521 tis expressly agrcd that the Concessionsite shal, a all imes, be responsible and fle for all its obligations under this Agreement mtwithstanding, anything contained inthe Proect Agreements oF any ther agreement, and no default under fny Project Agrecment or agreement shall excuse the Coneessionaie from is ‘obligations or ability hereunder. The Concessiontre shall submit 19 the Autbority the drafts of sl Project Agreements, or aay amendments or replacements theo, for its review and fomments, and the Authority shall have the right but not the obligation to lunderake such review and provide its comments, iT any, 10 the Concessionaire ‘within 15 (fifteen) days ofthe recap of such drafts. Within 7 (seven) days of execution of any Projet Agreement or ameniiment thereto, the Concessionaire ‘hal submit othe Authority ate copy uhereot duly attested by a Director ofthe Concessionste, for ts record, For the avoidance of daubl, iis greed that the review and comments hernd shall be limited to ensting compliance with the terms of this Agreement. I is farther agreed that no review and/or observation of the Authority andor its failure to review and/or convey its observations on any ‘document shall relieve the Concessonare ofits obligations and ails under this Agreement in any manner nor shall the Authority be ible for he sume in any manner whatsoever 523. The Concessionaire shall not make any alton, replacement or amendmen 19 any of the Financing Agreements without the prior writen consent of the ‘Authority if such addition, replacement or amendment hs, or may have, the effect ‘of imposing or increasing any financial ibility or obligation on the Authority, tnd in the event that any replacement or amensiment is made without such ‘consent, the Concessionaire shall not enforce such replacement or amendment nor ‘emit enforcement thereof against the Authority. For the avoidance of doubt. the ‘Authority acknowledges and agrees that it shall not ureasonatly. withhold its ‘consent fr restroturng o rescheduling of the Debt Du, 524 The Concessionaire shall procure that each of the Project Agreements contains provisions that entitle the Authority to step into such apreement, in its sole {iseretion, in substation of the Coacessionare in the event of Termination or Suspension the “Covenant”). For the avoidance of doubt, itis expressly agreed ‘that inthe event the Authority does not exerese such eights of substitution within 4 period ot exceeding 90 (oine)) days rom the Tiansfer Date, the Project ‘Agreements shall be decmed to cease to be in force and effect on the Transfer Date without any liability whatsoever on the Aurority and the Covenant shall expresly provide for such eventuality. The Concessionaire expresly agrees 10 Include the Covenant in ll its Projeet Agreements and undertakes that it shall n respect ofeach ofthe Project Agreements, procure and deliver to the Authority an scknowedgment and underiaking, in a form acceptable the Authority, from the ‘ounlerpary(ies) of each of the Project Agreements, whercunder such counter pany(es) shall acknowledge and accep the Covenant and undertake to he bound by te sme ad otto seck any rior remedy whatsoever Fem the Authority in Pear Laning of Rhee Senay 50 From Kim 42.000 to Km 177,000 (Design sen 5 IV Bon the State ef Maharashiva on DBFOT‘our Lanig of Khe Sina 8 leigh Base" Concession Agreement the evet of Termination or Suspension Notwithstanding anything t0 the contrary contained in this Agreement, the Concessionaire agrees and acknowledges that selection or replacement of an (08M Contractor and execution ofthe O&M Contract shall be subject to the prior approval of the Authority from national security and public interest perspective, the decision ofthe Authority inthis hehalfheing final, eanclycive and bing on the Concessionire, and undertakes that it shall not give effect to any such selection or contract without prie approval ofthe Authority. Por the avoidance of doubt, i is expresly agreed that approval of the Authority hereunder shall be limited vo national sceurty and public interest perspective, andthe Authority shal, endeavour to convey its decision thereon expeitiosly Tt i also agreed thatthe ‘Authority shall not he Fable in any manner om account of gant oF otherwise of such approval and that such approval or denial thereof shall notin any manner absolve the Concessonaie or its Contactors fiom aay Tiility oF obligation under this Agreement, Obiigati relating to Change in Ownership ‘The Concessionsre shall not underiake or peemit any Change in Ownership, except withthe prior enproval ofthe Authority ‘Novwithstanding anything to the contrary contained in this: Agreement, the Concession agres and acknowiedges tha (all acquisitions of Equity by an acquite, either by himself or with any person acting in concert, directly or indretly, including be transfer of the director indiect legal of henefeial ownership or control of any Equity in ‘aggregate of mot Less than 15% (ifleen percent of the total Equity ofthe Concessionate; of (ii) acauisition of any control directly or indivety of the Board af Directors of the Coneessionaite by any person either by himself or together with any person or persons acting in concert with him shall constiute Change in Ownership requiring peor approval ofthe Authority fiom national security and_public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding onthe Concession. and undertakes that it shall not give effet to any such acquisition of Faulty oF control of the Board of Directors of the Concessioraire without such prior approval ofthe Authority. For the avoidance of dout, iis expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey is ‘decision thereon expeditiously. Ie i also agreed that the Authority shall not be liable in any manner on account of grant or otherwise ef such approval and thet such approval or denial thereof shall notin any manner absolve the CConcessonare from any lability or obligation under this Agreement m Kim 42.009 ty Kim 177.000 (Desig [an the Stte of Maharastina on DBFON SN 216 Kini Under 9)sa 38 56 “our toning of Kad Sina § Leng Concession Agreement (@) the expression "acquirer", “contol” and “person acting in concert” shall have the meaning ascribed thereto in the Scouts and Exchange Board of India (Substantial Acquistion of Shares and Takeover) Regulations, 1997 ‘oF any statutory re-enactment therea? as in force as on the date of acquisition of Equity, or the control of the Board of Directors, a the ease may be, of the Coneesiona (0) the init tansfr or contol of legal or hensficial ownership of Equity stall mean transfer ofthe director indirect beneiial ownership or contol of any company or companies whether in Inia or abroad which results in the acquirer acquiring contol over the shares or voting rights oF shares of the Concessionaire; and (©) power to appoint, whether by contractor by virtue of control or acquisition ‘of shares of any company holding directly or though one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the diectors on the Board of Directors of the Concessionaie or of any company, dtealy ot indivetly ‘whether situate in India or abroad, having ultimate control of nt less tha 15% teen per cent) ofthe Equity of the Concesionaite shall constitute ‘acquisition of contol, dretly or inditeetl, ofthe Board of Directors of ‘he Concessions. Employment of foreign nationals ‘The Concessionsre acknowledges, agrees and underckes that employment of foreign personnel by the Concessionire andor its contractors and their sub- contractors shall be subject to grant of requisite regutery permits and anprovals including employmenvresidential visas and work permits, iFany require, and the obligation to apply for and obtain the same shall and wil always be of the Concessionire nd, notwithstanding anything tthe eontary contained in this Agreement, refusal of or inability to cbtain any sich permits and approvals bythe CConcessionce or any ofits conactors or sub-contractors shall not constitute Force Majeure Event, and shall not in any manner excuse the Concessionaire Fam the performance and discharge of iis obligations aed Tiailies under this ‘Agreement Employment of trained personnel The Concessionare shall ensure that the personnel engaged by it in the performance of its obligations under this Agreement ete at all times. properly mined for ther respective funtion, Sole purpose ofthe Concessonnire The Concessiontre having been set up forthe sole purpose of exercising the Fights and observing. and performing sts obligations nd ibis under this Agreement, the Concession or any of its subsidiaries shall not, except with the ‘previous written consent of the Auority, be oF become directly or indirectly ‘engaged, concemed or interes any business other than as envisaged herein om Kim, 42.000 0 Kim 17.000 (Des 152-946 Kon) Under inthe State of Maharashtra on DIFC}87 5a Pour Loning of hed eng Be Concession Agreement Branding of Project Highway The Projet Highway or any past thereof shall not he banded in any manner to sdverise, display oF reflect the name of identity of the Concessionive oF is shareholders. The Concessionaice undertakes that it shal not, in any mane, use the name or enity ofthe Project Highs to advertise display its own identity, brand equity or business interests, including those of shareholder, save and ‘except as may he nececery in the normal course of business, For the avoidance ‘of doubt, itis agred tht the Concesionaite may’ display iis own name ata spot "where other public notices are displayed for the Users. I is farther agreed that the Project Highsay shal be known, promoted, displayed aid advertised by the name of Khed-Sinnar Facilities for physically challenged and elderly persons ‘The Concessionare shall, in conformity with the guidelines issued from time to time by the Ministry of Social Justice and Empowermest, o a substitute thereof, procure barier free environment for the physically or visually challenged and For elderly person using the Project Highway ls snr Section of RIES From Kim 42.006 9 Kn 177000 (Design 137.946 Kin) Under NHDP Phase IV Bm the State of Makanasttns on DEFOEConcession Agreement ARTICLE 6 OBLIGATIONS OF THE AUTHORITY 61 Obligations of the Authority 6.1.1 The Authority shall, tits own cost and expense undertake, comply with and esr al is obligatonszet ou inthis Agreement or ating hereunde, 61.2 The Authority agrees to provide support tothe Concessionare a undertakes to jbserve, comply with and perform, subject 19 and jn accordance with the ‘Provisions ofthis Agreement and the Applicable Laws, the following (@) upon writen request from the Concessonaie, and subject tothe Concessions complying. with Applicable Laws, provide reasonable Support and assistance 10 the Coneessionate in procuring. Applicable Permits required from any Government Instrumental for implementation and operation ofthe Project, (6) upon written request from the Concessionaie, provide reasonable ‘sistance to the Concesionare in obtaining access to all necessary infrastructure foils and utlites, inching waicr and electricity at rates ‘and on terms no less favourable to the Concessiosie than those generally available to commercial customers receiving substantially equivalent (© procure that no barriers are erected or placed on oF about the Projet Highway by any Government Instnmentality or persons elaiming ths ‘oF under it excep for reasons of Emergency, nitonal security, lw and ‘onder o colletion of interstate taxes, (2) make best endeavours to procure that no local Tas, tll or charge is levied ‘orimposed onthe use of whole or any part ofthe oject Highway: (©) subject to and in accordance with the Applcsble Laws, grant tthe ‘Concessionare the authority to regulate traffic on the Project Highways (assist the Concessionaire in procuring polise assistance for regulation of teffe, emoval of trespassers and security ono atthe Project Highway (©) not do or omit to do any set, deed or thing which may in any manner be Violative of any ofthe provisions ofthis Agreement: (6) support, cooperate with and facile the Concessionsite in the implementation and operation of the Project n accordance with the provisions ofthis Agreement nd upon written request frm the Concessions and subject to the provisions of Clause 5.4, provide reasonsble assistance tothe Concessiosie and any expatriate personnel ofthe Concessonaire or is Contractors to obtain applicable visas ay our taming of Khed Sar 8 length 137266 Kin) Under rom tim 42.000 t Kim 17,000 fe ‘the Sate of Maharashire on DEPON62 63 “Pow Laning of Khe Sinar Sec8 length Concession Agreement Concessionsre or its Contractors their obligations under this Agreement and the Project Agreoments Maintenance obligations prior to Appointed Date During the Development Period, the Authority shill maintain the Projet Highway at its own east aed expense, so that its affic worthiness and safety ate tno time materially inferior az conspared tits condition? (oaven) 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 teat, undertake repair thereof, or pay to the Concessioaie the cost and expense, as determined by the Independent Engineer, for undetaking such rps after the Appointed Date. For the avoidance of doubt, the Authority shall underke only routine maintenance during the Development Period, and it shall undertake special repairs only for ‘ensuring safe operation of the Project High, or in the event of excessive of this Agreement, the Authority may encash the Bid Security and appropriaie the proceeds thereof as Damages, and thereupon all igh, privileges, claims and entitlements of the Concessionaire under or arising out ofthis Agreement shall be decrned t have been waived by, and to have ceased with the concurrence of the Concessionaite, an this Agreentent shall be deemed t have been termiated by mutual agreement ofthe Pate, Appropriation of Performance Security ‘Upon occurence of a Concessionaire Default oF flue to meet any Condition Precedent, the Authority shal, without prejudice to is other rights and remedies hereunder or inlaw, be entitled to enash and appropiate the relevant amounts from the Performance Security as Damages for such Concessionire Default or failure wo meet any Condition Precedent, Upon such eneishment and appropriation feom the Performance Security. the Concessionaire shal, within 30 (thir) days ‘hereof replenish, in ease of patal appropriation to is original level the Performance Security, and in case of appropriation of the entie Performance Security provide a fresh Perfarmance Security, as the case may be, and the Concessionire shall, within the time so. granted, replenish or tumish fesh Performance Security as aforesaid fling which the Auforty shal be ented ta ‘erminate this Agreement in accordance with Anicle 31, Upon replenishment ot furnishing ofa fresh Performance Security, as the ease may be, as aforesaid, the CConcessionair shall be ented vo an additional Cure Period of 90 (ninety) days for remedying the Concessionsre Default or 10 meet sny Condition Proved 1nd in the event of the Concessinaire not curing its default or mecting suet Condition Precedent within such Cure Period, the Authority shall be entitled to «neash and appropriate such Performance Security as Damages, and to terminate this Agreement in accordance with Article 37 rom Km 42.000 t0 Km 177.00 (Des fan the Ste of Maharashtra on DEFOT SUPE Kin) UnderConcession Agreement 93 Release of Performance Security The Performance Security shall remain in fore and eff Fora period of one year ffom the Appointed Date, but shall he released eatin upon the Coneessionaite ‘expending on Project construction an aggregate sum tha is not less than 20% (Qwerty per cent) of the Total Project Cost; provided, however, that the Performance Seeurity shall not be released ifthe Concessionare isin breach of this Apreement. Upon request made by the Cancevsonaite fOr release of the Performance Security along with the parculars which establish sitisfaction of the requirements specified under this Clause 9.3, the Authority shall release the Performance Security forthwith, "Hour Laning of Kee Sinnar Sex 0 From km 42.000 to Km 177,000 Wesig® Length 137940 Kin) Under NHDP Phase IV 8 the Sie of hekenwheoes Cogn Bass" 32Concession Agreement ARTICLE 10 RIGHT OF WAY 10.1 Thesite The site of the Project Highway shall comprise the real estate described in ScheduleA and in sepect of which the Right of Way slull be provided and ranted by the Authority to the Concessionire as a licensee under and in accordance with this Agreement (the “Site"), For the avoidance of doubt, i i hereby acknowledged and agreed that references tothe Site shall be consinued feferenes tothe realestate requited for Four-Laning ofthe Project Highway as set forth in Schedule, 12 Licence, Access and Right of Way 102.1 The Authority hereby grants tothe Concessionsire aces to the Site For earying cout any surveys, investigations and soil tests thatthe Concessionse may deem necessary during the Development Period, it being. expressly agreed. and Understood that the Authority shall have no lablty whatsoever in respect of survey, investigations and tests cated out or work undertaken bythe Concessionire on or about the Site pursuant hereto inthe event of Termination oF otherwise 102.2 In consideration of the Concession Fee, this Agreement and the covenants and \waranties on the part ofthe Concessonaie herein contained the Authority, a accordance with the terms and conditions set forth herin, hereby grants tothe Concessions, commencing fom the Appointed Date, leave and iene rights in respect of all the land (along sith any buildings, constructions or immovable sets, if any, thercon) comprising the Site which is described, delineated and shown in Schedule-A hereto (the “Lieensed Premises" on an “as is where io" bass, free of any Encumbrances, © develop, operate and maintin the said Licensed Premises, together with all and singular rien, liberties, privileges, fssements and. appurtenances whatsoever othe said’ Licensed Premises, hereditaments or premises or any part thercof belonging to or in any way appurtenant thereto or enjoyed therewith, forthe duration of the Concession Petiod and, for the purposes permited under this Apresment, ad for no other Purpose whatsoever, 102.3 The licence, access and right of way granted by this Agecement to the Coneessionsire shall always be subject to enisting rights of way and the CConcessonaire shall perform its obligations in a manner hat tw existing lanes of the Project Highway ofan altemative thereof are open traffic a all times during ‘the Consiruction Period 1024 It is expressly agreed that the licence granted hersunder shall terminate ‘automatically and forthwith, without the need for any action to be taken by the Authority to ferminate the lience, upon the Termination of this Agseement for any reson whatsoever, For the avoidance of daub, the Paros exposly ater {hat notwithstanding any temporary or permanent sritues erected onthe Site by the Concessionate or its sub-censees, the lieence in tapect of the Site shal at Four Laning of Khe engi = 157940 Kfloas mo26 03.3 naming of, Khe Sse SN NH 0 From Kn 42.000 t9 Km 177.000 (oe Length Bas Concession Agreement !tomsatially terminate, without any Further at ofthe Patties, upon Termination ofthis Agreement the Concessonsre hereby irevocably appoints the Authority (or is nominee) to be its true and lawful atomey, 10 execute and sign in the name of the Coneessiontre a transferor surrender of the licence granted hereunder at any ime alter the Concession Period has expired o¢ has been terminated earlier in terme lett, a sufficient proot of which wll he the declaration ol any duly authorised aflice of the Authority, and the Concessionalte conser to it being resstre for this purpose 1s expressly agreed tha toes on the Site are property ofthe Authority except that the Concessionate shall be entitled to excreise usufuctory rights thereon uring the Concession Period. Procurement ofthe Site Prrsuant 1 the notice specified in Clause 4.1.2, the Authority Representative and ‘he Concessionaie shall on a mutually agreed date ane time, ingpeet the Site and Prepare s memorandum containing an inventory ofthe Site inluding the vacant and unencumbered land, buildings, structures, road works, tees and any othe immovable propery on or altached o the Sie. Such memorandum shall have ‘appended thereto an appendix (the “Append”) specifying in reasonable dial those pars ofthe Site to which vacant access and Right of Way has not been {rated to the Concession. Signin ofthe memorandum, in two counterparts (coch of which shall constitute an original), bythe autorised representatives of the Parties shall, subject to the provisions of Clause 1022. he decmed to onsitute valid licence and Right of Way 10 the Cencessionaie for free and Unrestricted use and development ofthe vacant and unencumbered Site during the Concession Period under and in accordance withthe pewsions a this Agveernent and for no other purpose whatsoever. For the avoidance of doubt, iis aed that ‘ald licence and Right of Way with respect ta the pars the Sie as et forth ot the Appendix shall be dsemed to have heen granted tothe Concessions upon ‘vacant acces thereto being provided bythe Authority tthe Concessionare Without prejudice the provisions of Clause 10.3.1 the Parties hereta agree that ‘on oc prior tothe Appointed Date, the Authority shal have gram vacant acccas and Right of Way such that the Appendix shall not include move than Dob {event percent of the total are ofthe Site requined and necessary forthe Four, Lane Project Highway, and in the event Financial Clee delayed solely om account of delay in grant of such vacant access and Rigi of Way, the Authority stall be Table to payment of Damages under and in accordance. with Tg Provisions oF Cause 2, (On and after signing the memorandum refered to in Clause 103.1, and nti the Transfer Date, the Concessionaie shall msinain a roundsthe-clock vil over the Site and stall ensure and procure that no encroachment teen akes pave, end the event of any eneroschment or occupation on any’ part thereat Concessionire shall report such encroachment or occupation fortheath fo the Authority and undertake its removal atts cost and expense 132.46 Ki), Ky ise TY B in the Stave of MaharasiraConcession Agreement 1024 ‘The Authority shall make best eflrts to procure and grant, later than 90 (einer) days from the Appointed Date, the Right of Way to the Concessions in respect ofall land included in the Append, and inthe event of delay for any reason other than Force Majeure or breach of this Agreement by the CConcessionsie, it shall pay othe Concessionaire Damages ina sum calculated at the rate of Rs, $0 (Rupees fifty) per day for every 1,000 (one thousand) square Imetes or part thereof, commencing ffom the Ist (niney first) day of the ‘Appointed Date an! unl such Right of Way iy procured 10335 Upon receiving Right of Way in respect of any land incaded in the Appendix, the CConeessioaire shall complete the Consituction “Works. thereon within a reasonable period to be determined by the Independest Engineer in accordance with Good fodusry Practice; provided that the issue of Provisional Certificate shall not be affected or delayed on account of vacant aves to any pat of the Site not being granted to the Concessionire or any consirction an such part ofthe Site remaining incomplete on the date of Tests on account of the delay or denial of| such access thereto, For the avoidance of doubl, itis expressly agreed that Construction Works on all lands for which Right of Way is granted within 90 {rinety) days of the Appointed Date shall be completed before the Project ‘Completion Dat. It is futher apred tht the obligation ofthe Concessonaie complote the affected Construction Works shall subsist so long asthe Authority ‘continues o pay the Damages specified herein, and upon the Authority ceasing 0 pry such Damages after giving 60 (six) days" notice thereof to the CConeessionaie, the obligation af the Concessionare 1 complete such works on such part of the Site shall eese forthwith. IC is also expressly agreed that completion ofthe respective Construction Works withio the lime determined by the Independent Engineer hereunder shall be deemed to be Projet Milestones for the purposes of i-vy and recovery of Damages under aud in acconlance with the provisions of Clause 12.42. 103.6 ‘The Concessonsire shall, iso required by the Author, procure on behalf of the Authority, on the terms and tothe extent specified by the Authority, the additional land required for Toll Plazas, Tele Aid Posts, Medical Aid Posts, underpasses a over passes or for construction of works spcifed ia Change of Scope Order fssued under Article 16, in acconlance with this Agreement and upon procurement, such land shall form part of the Site and vest in the Authority, provided thatthe Concessions may, by notice given to the Authority no later than 60 (sixty) days from the Appointed Date or the date of Change of Scope Onder, a5 the case may he, quire the Authority 19 initiate and undertake proceedings for acquisition of such land under the provisions ofthe National Highways Act, 1956 and the Authority shall take al such steps as may be reasonably necessary for such land acquisition forthwith provide further thatthe cost of land sequired under this Clause 10.3.6 shall be bore by the Authority in accordance with the Act, provided also thatthe land to. be acqited by the Authority hereunder asa part ofthe Site shall be deemed to be included in the Appendix refered 1 inthis Cause 10:3 and dealt sity in accordance with the [rovisions thereof. For the avoidance of doubts agreed that the minimum area of land © be acquired-frthe Toll Plazas and appmach roads thereof shall conform to the proyios oF Sphedule -B and Schedule ~ C eis fuer agreed ‘our toning of hed Si Length = 13.946 Kin} tn Basie" 1-50 From Km 42.00 to Kee 177,000 (Des fase 1V 8 the State of Maharashira on EPO oYwa7 ios ms 196 107 Length Ge a tig of hot Se a) S'S. 946 Kin) Unto Concession Agreement that the Authority may. at any ime afer the Bd Date, uo moto acquire the fant required hereunder. ‘The Concessionaire may procure a its cost and expense and on its own the land ‘hat may be requite by it For Additonal Facies andthe Authority shall have no ‘obligation or liability in respect thereof. For the avoidance of doubt. the Concessionaire shal eck prior eansent ofthe Authority connect any Adtional Facility to the Projet Highway and nich consent shall sot be unreasonably withhee Site to he free from Encumbrances Subject to the provisions of Clause 103, the Site shall he made available by the ‘Authority to the Concessionare pusuant hereto fee fom all Encumbrances and ‘ccupations and without the Concesionaite being required to make any’ payment to the Authority on aecount of any costs, compensation, expenses and charges for the acquisition and use of such Site for the duration of the Concession Period, except insofar as otherwise expresly provided in this Agreement. For the avoidance of doubt is agreed that existing rights of way, easement, privileges, Tbe and appurtenances to the Licensed Premises shall not be deemed to be Encumbrances. tis further agreed that the Concession accepts and undertakes to bear any and all rsks arising out ofthe inadequacy’ or physical condition ofthe Site Proteetion of Site from encroachments During the Concession Period, the Concessionsre shall protect the Site from any and all occupations, encroachments or Encumbrances, and shall not place or eeate nor permit any Contractor or other person claiming through or under the Concession to place or create any Eneumbrance of seurity interest overall Or any par of the Site or the Projet Askets, or on any rigs ofthe Concesionare therein or under this Agreement, save and except as otharwise expressly set forth inthis Agreement, SpeciaVtemporary right of way The Concessonsie shall bear all costs and charges for any’ special or temporary right of way required by it in conection with axess 10 the Si, The CConcessionaie shall obtain at its ost such facilites ono outside the Site as may be required by it forthe purposes of the Project Highway and the performance of ‘obligations under this Agreement Access tthe Authority and Independent Engineer ‘The Ticence, right of way and sight to the Site grant to the Concessonaie hereunder shall always be subject tothe right of access ofthe Authority andthe Independent Engineer and thet employees and agents for inspection, viewing and «exercise oftheir rights and performance oftheir obligations under this Agreement,108 Four Laning of Khed Snar Set Length Concession Agreement Geologie and archaeological finds Ieisexpresly agreed that mining, geological or achacological rights do not form part of the licence granted to the Concesionive under this Agreement andthe Concessionsie hereby acknowledges that t shall not ave any mining rights or inteest in the ursedying. minerals, fossils, antiguites, structures or otber remnants or things either of particular geological or archaeological interest and that such right, interest and property on or under the Site shall vest in and belong to the Authority or the concemed Government Insiramentality. The CConcessionair shall take all reasonable precautions to prevent ts workmen or any other person fiom removing or damaging such intrest or property and shall inform the Authority forthwith ofthe discovery therea?and comply with such insructions asthe concemed Goverment Instrumentaty may reasonably give forthe removal of such propery For the avoidance of doubt, tis agreed that any reasonable expenses incre by the Concessionate hereunder shall be Feimbursed by the Author. Ii also agreed that the Government shall procure that the instructions hereunder are issued by the concered Goverment Instumentality within a reasonable period Deleted 197946 Km) Under NDPConcession Agreement ARTICLE 11 UTILITIES, ASSOCIATED ROADS AND TREES. HLL Evistng wiles and roads \Novwithstanding anything to the contrary contained hersn, the Concessionsire Maire that dhe respective entice coring the exlsting Ma, ight of way oF tlitee on, under or above dhe Site are enabled by i Keep such uses in Continuous satisfactory use, if necessary, by providing suitable temporary. oF Srmanent diversion wih he uthrity ofthe controlling body of tard, right Pray oF wilt and the Authority shall, upon waiten request fom the Concesionaite, initiate and underake at the Concessions cost, legal proceadings for acquisition of any ight of way necessary for such diversion, 11.2 Shifting of obstructing utes ‘The Concessonsre shall, subject to Applicable Laws and with wsistance of the ‘Authority, undertake shifting of any uty including etic Fines, water pipes a telephone cables to an appropriate lation or alignment within or outside the Site iTand only if such wlity causes oF shall cause a mitral adverse effect om the onstruction, aeration or maintenance ofthe Project Highway. The cost of such Siting shall te borne by the Authority or by the entity cwning such uit ifthe jhuthony 30 directs, and in the event of any delay in shfling thereof, the Conceive shall be excused for failure to perform any of its obligations fowander if such failure is a direct consequence of delay on the part of the entity ‘ming such electric Hines, wae pipes oF telephone cables, s the case may be 11.3 Now utilities and roads 11.3 The Concessionsre shal alle, subject to such conditions as the Authority may specify acess to, and use ofthe Site for laying telephone lines, water pipes, SIS cables or ber public lilies, Where such sevess of use causes any al loss to the Coneessionare i may require the user of the Site © pay Compensation or damages as per Applicable Laws. For he avoidance of doubt i ‘Samed that use ofthe Site under his Clause shall notin any manner reliewe the ComtSsionare of ils obligation fo maintain the Pres Highway in secordance tuth ths Agreement end any damage caused by sich use shall be restored forth 11.32 ‘The Authority may, by notice require the Concessions fo connect any adjoining Toad tothe Project Highway. Upon receipt of a notice hereunder, the connecting ‘non thereof falling within the Site sll be construed by the Concessionsre Trike Authority's cost in accordance with Article 16, and the maintenance thereof ‘Jail be undertaken by the Concessonaie in aecordence with the provisions of Clase 17.13 11.33 The Authority may by notice require the Concessionire to connect, though & paved rood any adjoining serves station hotel, motel anyother public Fciity bramenty tothe Proje {whereupon the conassting potion thereof thal. = Pear Lang af Khe Son PxQ\s0 From Kin 42.00 to km 177.000 Des engi 197916 Km} UndFour Laning of Kha Snar Sect QR rom Km 42.000 t9 Km 177.000 (Des Basis Concession Agreement te shall be constructed and maintained by the Concessonaire lupon advance payment of the cost © be made hy the beneficiary entity in acconlance with the amount and period 3s determined by the Independent Engineer. For the avoidance of doubt, any comnocting rad constructed prior tothe Appointed Date and falling within the Site shall be mainiined by the Coneessionaire ypon advance paynent i be made by the beneficiary entity in accordance wth the provisions ofthis Clause ating of ees The Authority shal assist the Concessionaire in obtaining the Applicable Permits for felling of trees to be identified bythe Authority for this purpose if and only i such trees cause 9 material adverse effect on the sonsiruction, operation or Inaintenance of the Projet Highway. The cast of such felling shall be borne by the Authority, and inthe event of any delay in felling treo Tor reasons beyond ‘te contol ofthe Concessionaire it shall be excused for flue to perform any of is obligations hereunder if such failure is @ direct consequence of delay in the feling of wees, For the avoidance of dou, the Parties Hereta serve tha the felled tees shall be deemed to be owned by the Authority and shall be disposed in such ‘manner and subject to such conditions asthe Authority may in its sole diseretion deem appropriate 197.946 Xi) Under NHDP PRESET B'n the Sato? Maerashrn on DEONConcession Agreement ARTICLE 12 CONSTRUCTION OF THE PROJECT HIGHWAY 121 Obligations prior to commencement of construction Prior to commencement of Construction Works, the Coneessionaie shall: () submit to the Authority andthe Independent Fnginer its detaes desi, Stnctuction methodology, quality assurance procedures, and the ‘ocurcmen, engineering and constuction time schedule fr completion he Projet in accordance with the Project Completion Schedule as set forth in Schedule (@) appoint its representative duly authorised to dea with the Authority roel ofall matters under or arising out oF or relting to this Azrecrnent, (©) nveriake, do and perform all such acts, deeds and things a8 say Be hoversaty or required before commencement of castrtion unde and i rcoiance with this Agreement, the Applicable Laws and Applicable Permits; and (@) make is own arrangements for quarrying of materials needed for the Peet Highway under and in accordance with te Applicable Laws and Applicable Permits. 122 Maintenance during Construction Period Dring the Construction Period, the Concessioaie sal maintain, at its cost, the uit fne(s) ofthe Project Highway so that the tafe worthiness and safety {hewot areal no time materially inferior as compared to their condition 7 (seven) {Gov prior to the date ofthis Agreement, and shall undertake the necessary rept ae mintemance works for this purpose: provided thal the Concessionire may. at srrcaet interrupt and divert the flow of tafe if such ineruption and diversion is Teccssny forthe eiient progress of Construction Works and conforms to Good TunatyPracties provided father that such interuption and diversion sball be retrken by the Concessonaire only with the prior written approval of the Independent Eogineer which speoval shall not be unrssonably withheld For the rrctanes of doubt, iis agreed that the Concession shall tall times be eaponible for ensuring safe operation ofthe Projet Highway 123, Drawings In respect of the Concessiontie's obligations relating 10 the Drawings of the Project Highway as se forth in Schedule-H, the following shall apply (@) The Concessonare shall prepare and submit ith reasonable promptness and in such sequence a is consistent with the Project Completion Schedule, three copiesgech ofall Drawings tothe Independent Engineer soon eS "ee E50 From Kim 42.600 to Kom 177000 (Deb Teng 137846 Kim) Une Mase 118i the Sot of Naharashira on DBConcession Agreement (6) By submitting the Drawings for review to the independent Engineer, the ‘Concessionate shall be deemed to have represented that it as determined and verified thatthe design and enginecrng, including field construction criteria related thereto, ae in conformity withthe Seope of the Projet and the Specifications and Standards: (€) Within 15 (Gftcen) days of the receipt ofthe Drawings, the independent Engineer shall eview the same and convey ity abservatione. to, the Concessionare with particular reference ta theit conformity or otherwise With dhe Scope ofthe Projet and the Specifications and Standards. The Concessonaite shall not be obliged 1o await the observations of the Independent Fnpineer on the Drawings submitted pursuant hereto beyond the said 15 (fifteen) days period and may begin or continue Constction Works at its own discretion and tsk: (@) Te the aforesaid observations ofthe Independent Engineer indicate thatthe Drawings are not in conformity with the Scope of the Project or the Specifications and Standards, such Drawings shall be revised by the Coneessionare and resubmitted to the Independent Engineer for review. The Independent Fagineer shall give its observations, if any, within 7 {seven days of receipt of the revised Drawings; (©) No review andior observation of the Independent Engineer and/or its failure to review andlor convey its observations on any Drawings shill relieve the Concessionaite of its obligations and abilities under this ‘Agreement in any manner aor shall the Independent Engineer or the Authority be ible forthe same in an manner: (0 Without prejudice to the foregoing provisions of this Clause 123, the Concession shall submit tothe Authority for review and comments, is Drawings relating to alignment of the Project Highway. finished. sad level, location and layout of the Toll Plazas and. general arrangement drawings of major bridges, flyovers and grade separators, and. the ‘Authority shall have the right but not the obligation to undertake such review and provide its comments, if any, within 30 (hiry) days of the receipt of such Drawings. The provisions of ths Clause 12% shall apply ‘mutais muandis tothe review and comments hereunder; and {@) Within 90 (ninety) days of the Project Completion Date, the Coneessionsite shall furnish 10 the Authority andthe. Independent Engineer complete set of as-built Drawings nt 2 (wo) hard copies and in ‘micro film form or in such other medium as may be acceptable to the Authority, reflecting the Project Highway as aciully designed, enincered ‘and consruted, including an as-built survey ilustating te layout ofthe Project Highway and setback fines, if any, ofthe buildings and siratures forming part of Project Facilites, 124 Four-Laning ofthe Project Highway 12441 On or ater the Appointed Ds of Four-Laning 38 specifi our Laning of Khe Sinnar Sef engi" 137946 Kim) Under n Ki 42.000 to Kim 177,000 (Design in the State of Maharashtra on DBRT ”1242 1284 m6 or Lang of Khe Sinn ena Concession Agroement swith the Specifications and Standards set forth in Schedule-D. The 910" ¢ nine Paras ant tenth day from the Appointed Date shal be the scheduled date for enaeton of Four-Laning (lhe “Seheduted Four-Laning Date") andthe CanreSlonave ages and undertakes that Four-Laning stall be completed on or tere the Scheduled FourLaning Date the Concessionaire shall construc the Project Highway in aceordance with the Triject Completion Schedule sot forth in Schedule-G. In the event that the ee Jonule fils fo achieve any Project Mistone within a period of 90 {eines days from the date set forth for such Milestone in Schedule-G. unless waa diane has occurred de to Force Majeure or for reason solely atrbuable to ihe Authority, i shall ay Damages othe Authority ina sum caletated at the rate isa ie ac point one per eet) of the amount of Performance Secutity fo delay Seach day untl suc Milestone i achieved provided that if any or all Projet Shiteatonee othe Scheduled Four-Laning Date are extended in accordance with Tee Movbsons of tis Agreement, the dates set forth in Schedule-G sball be JRerted to be modified accordingly and the provisions of this Agreement. shall see as if Schedule-G has been amended as above, provided further that in the are Projeet Completion Date is achieved on or before the Scheduled Four {nung Date the Damages paid ander ths Clause 12.42 shall be refunded by the “Rath, to the ‘Coneessonaire, but witbout any interest thereon. For, the aanvpune of doubt iis agreed that recovery of Damages under this Clause 12.42 Stall be without prejudice tothe rights ofthe Authority under this Agreement including the ight of Termination thereot In she event that Foor-Laning is not completed within 270 (two funded and eng) days fom the Scheduled FourLaning Dat, unless the delay is on seen) se reasons solely attributable to the Authority or de to Fevce Majeure the Autority shal be efitld to temninate this Agreement Deleted Deleted Construction of service roads by the Authority the Authority shall, at any time ater the 8th (eighth) anniversary of the ‘Anponted Date, be ented i distro to undertake a its cost, constrution pesice roads on the Project Highway in aecordance with the speifiations and Staards apleable to other distil rads (ODRs) in the State, Such constuction SRI he endertaken without causing undoe disruption to wae and upon its apletion, the Concessionaite shall have the obligation to maintain the service From Kim 42000 t0 Kem 177.000 (Desi Ba) bh Se of Mahara on DEHO PH 946 Kon) Undo 8Concession Agreement roads in accordance with Good Industry Practice and reulate the use thereof in ‘ccordance withthe provisions oF this Agreement “tur Laning of Khe Snnar SeemeF NH-SO From Kn. 42000 to Km 177.00 (es Leng 134-246 Km) Under MHIDP Phase IV Bin the Sate ef Maarashin on DEFOT Bas 3°Concession Agreement ARTICLE 13 MONITORING OF CONSTRUCTION it ogress reports ‘uring the Construction Pere he Concessonsire sll no esha 7 EN) aan pocjone of sch month fais the Author and the depen Sa a pum report on prowess of the Consrston Wonks m8 SE Eine ‘pice such ter relevant ifoation a ay Be equa YS Independent Enginect 132 Inspection Duving the Constrction Period, the Independent Engines shall spec he Dg ony a east onc on and ake 2 repon of ch inepestion rr an Report) sng reasonae dual the ets or dicen peers particle etree t the Score of he Projet and Speceons 90 tT sall senda copy ofthe laspection Report the Auborty and Sanda Wan 7 (ove) day of och inpecton and upon est ero saree shall rectify and remedy the defects ot deficiencies, if tn cores inspection Report. Such inspection or submission of tapes on Fey the Tinkpenient Engineer shall oot releve or stuns he Repor yite of its obligations and Fiabilies hereunder in any manner whatsoever. 13 Tew 1.1 For determining that the Consreton Works conform to the Srecieatons at a acres Independem Engines shall require the Concesionie fo Gay Ov" Sardar scared out tet st sch ie an equeney and in such manne 9S Sate pei by the Inepesent Engineer fm ne tome, 7 asondanes ny eeerfetry Practice for quality assurance. The size of sample for such i pert tothe extent posible, not exceed 10% (ten percent) of the quandy te a er of tests presrbed by IRC anor MORTH for the consrvction aan akan bythe Authority though their contaetors. The Concessionae works rere diigence, carry ou or cause 10 be cried out al he tei sae athe instractions of the Independent Engineer and fsmish he sect feet to the Independent Engineer. One ba f the cst nue on 9h a erg the eten etifcd by te Independent Engineer a reasonable, stl! eased by the Authority to he Concessions, “or the avoidance of Jou. aot be incurred on any Test which is ndevaken for determining (he a coo ekany defector deficiency in consiton shall be bore solely hy the Concession. 1.32 he cv that es ayes conde ane he Clase 133 th a hg Consnston Worse Concession stall iy ees dei am opr the dependent aginst hs Sor Pier sll rie he Cones 0c) ca bet The Indepene ae w determine tat sh eri ese Ne trove he ogee ee tase ah he Speirs an po toi SIR Se. 17850 Pom 42000 17000 ese tout Sate Beach on DBE1 13s ns 333 isa our Laning of Rest Sufe vonat Concession Agreement Standands, and the procedure set forth in his Clause 133 shall be repeated wnt such Construction Works conform ta the Specifications and Standards, For the avoidance of daub, iis aged that tests pursuant to this Clause 13.3 shail be underaken in addition to and independent ofthe tests tit shall be carried out by the Coneessinaire for its own quality assurance in accordance with Good. Industry Practice Its also agreed that a copy of the ess of such tests shall be sent by the Concessionaie tothe Independent Engineer forthwith, Delays during construction Without prejudice to the provisions of Clause 124.2, if the Concessionaie docs not achieve any of the Project Milestones or the Ileperdent Engineer shall have ‘casonably determined tha dhe rate of progress of Construction Works is such that Four-Laning isnot likely to be achieved by the Scheduled Fout-Laning Date, it shall roi the Concessionair to this effect, and the Concessionare sll within 15 (liften) days of seh notice, by a communication inform the Independent Engineer in reasonable detail about the seps it proposes c@ take to expedite progress and the period within which it shall achieve the Project Completion Pate ‘Suspension of unsafe Construction Works {Upon recommendation ofthe Independent Engineer to ths effet, the Authority may by notice requite the Concessonaie 1 suspend fethwith the whole or any pt ofthe Construction Works if, i the reasonable opinion ofthe Authority, such ‘work threaten the safety ofthe Users and pedestrians. The Concessonaire shall, pursuant tothe notice under Clause 13.5.1, suspend the Constnctin Works or any part thereof for suc time ard in such manner as may be specitied hy the Authority and dhereupon carry out remedial measures to secure the safety of suspended works and the Users. The Concessionste may by notice require the Independent Engineer to inspect such emedil measures forthwith and make a report to the Authority recommending whether or not the suspension Trreunder ‘may be revoked. Upon reeciving the recommendations of the Independent Engineer, the Authority shall either revoke such sispension or instruct the Concessionaie to cary out sch othor and furter remedial measures ts may be necessary inthe reasonable opinion of the Authority, and the procedure set fort inthis Cluse 13.5 ball be repeated until the suspension hereunder is revoked Subjct to the provisions of Clause 34.7, all reasonable costs incurred) for maintaining and protecting the Construction Works or part thereot during the period of suspension (he “Preservation Costs"), shall be bome by. the Concession: provided that ifthe suspension has eaured as a result of any breach of this Agreement by the Authority, the Preservation Coss shall be Borne by the Authority. If suspension of Constuction Works is for reasons not atibuable to the ‘Coneessionaze, the Independent Engineer shall dterine any exteason of the dates set forth inthe Projet Completion Schedule to whch the Consessonaie is reasonably ented, and shall notify the Authority accordingly whereupon the Authority shall extend + Completion Schedule dates in acondance with 1:50 Frm Kin 42.080 to Kim 177.0 tes Bj 1 nih Soo Noha on DEFOR re Kl d136 Pour aning of Khed eng Base" Concession Agreement the rosommendatons of the Independent Engineer n theeven that he Scheduled FourLaning Date is extended pursuant hereto, the Concession Period shall be ‘deemed to he extended hy 8 period equal in length tothe period of extension of the Scheduled Four Laing Dat Video recording During the Construction Period, the Concessonaie shall provide tothe Authority for every calendar quarter, a video recording, whieh wil be compiled ino # 9 (thece-hour compact dse or digital video dis, as the ease may be, covering the ‘Status and progress of Consiaction Works in that quater. The first such video recording. shall be provided to the Authority within 7 (seven) days of the ‘Appointed Date and thereafter, no Inter than 15 (fer days after the close of each quarter. 450 Prom Kn 42.000 in 177000 (Bea OE cn BS of as on BRET 97946 Km)Concession Agreement ARTICLE 14 COMPLETION CERTIFICATE, 1a Tests MAL1 At Teas 30 (thin) days prior tothe likely completion of the Projet Highway the cee eowaite shall nify the Independent Engineer of its intent to subject the Paakat Highway to Tests The date and time of cach of the Tess shall be llernined bythe Independent Engineer in consultation wit the Concessions wef motfed to the Authority who may designate its representative to witness the see The Convessionive shall provide such asssiame as the Independent Engineer may rcasonahly require for conducting the Tests. In the event of the aarectonsive and the Independent Engineer filing to mutually agree on the tates for conducting the Tess, the Concessionire shall fx the dates by not less than 10 (Len) days notice to the Independent Engineer. 1141.2 All Tests shall be conducted in accordance with Schedule, The Independent ‘Engineer shall observe, monitor and review the results the Tess to determine “onplance of the Projet Highway with Specifications and Standards and if itis servant anspated or determined By the Independent Engineer during the raise yreay Test that the performance ofthe Projet Highway or any part thereof does nat meet the Specifications and Standards it shall have the right to suspend Geicay auch Test and require the Concessonare to remedy and restify the “efects or deficiencies, Upon completion of each Test, te Independent Engineer Shall provide to the Coneesioaie and the Authority eopies of all Test data sraludng tailed Test esis. For the avoidance of dubs, itis expressly agreed That the Independent Engine” may requite the Concesionare t0 cary eb OF nto be earied out addtional Texts, in accordance with Good Industry Potice, for determining the compliance of the Project Highway with Specifications and Standards 142. Completion Certificate Upon completion of Construction Works and the Independent Enginet cetaining the “Tests be succesful, it shall forthwith issue to. the ‘Concesionste and the Authority comifiate substan in the form set forth in Schedule! the "Completion Certificate") 143 Provisional Certificate 143.1 The Independent Fagineer may, at the request of the Concessions, issue a provisional cetieate of completion substantially ia the form set forth i Peegule (ihe “Provisional Certificate" if che Tests are succesful and the Project Highway can be safely and reliably placed in commercial operation thodah ceain works or things forming pat thereof &e outstanding and not yet mlet In such an event, the Provisional Certificate dal have appended thereto STATE outstanding items signed jointly by the Independent Engineer and the ce Mion (the “Puneh List’; provided that che Independent Engineer shall vores the Provisional Cerificate fir reason of any work remaining <7, romplote ithe delay iggcomptexgn thereof is atribuuble tothe Authority. f/ Par Laning of. hed Sn length 137996 Kin) Un BonsW432 14 Mal Maa Ms 1452 ena Bass Concession Agreement The Parties hereto expressly agree that «Provisions Certiicate under this Clause 143 may, upon request of the Concessionaire wo this effect, be issued for operating part of the Projet Highsay, iat least 75% (Seventy five per cen) of the total length of the Project Highway’ has been complsted. Upon issue of such Provisional Centficate, the provisions of Article 13 shall apply fo such completed art Completion of Punch List items AIL tems inthe Punch List shalt he completed by the Coneessionre within 90 (ninety) days of the date of issue ofthe Provisional Cerificate and for any delay Thereafer, other than for reasons solely atbutable to the Authority or due to Force Majeure, the Authority shall be ented to recover Damages from the CConcessonsire to be calculated and paid for each day o° delay uni al items are completed the lower of (a) 0.1% (zero point one percent) of the Performance Security, and (b) 0.2% (zera point to per cent) of the cost of completing such ‘tems as estimated by the Independent Engineer, Suheet to payment of such Damages, the Concessinaire shall be ented to a furtver period not exceeding 120 (one fundred and tenis) days for completion of the Punch List items. For the avoidance of doukr, itis agred that if completion of any item is delayed for reasons solely attibuable to the Authority or due to Foree Majeure, the completion date thereof shall he determined ty the Independent Engineer in sccordanee with Good Industry Practice, and such completion date shall be ‘deemed toe the date of issue af the Provisional Certificate forthe purposes of| Damages, any, payable fr such item under ths Clause 144.1 {Upon completion of all Punch List items, the Independert Engineer shall ssue the Completion Centficate, Failure ofthe Concessonaire tp complete al the Punch List ems within the time set forth in Clause 144.1 for any reason, otber than conditions constituting Force Majeure or for reasons solely atribuable to the ‘Authority, shal entitle the Authority to terminate this Agreement Withholding of Provisional Certificate If the Independent Engineer determines that the Projeet Highway of any pat thereof doesnot conform to the provisions of this Agreement and eannot be safely and reliably placed in commercial operation, i shall fanthwth make a report in this behalf and send copies thereof tothe Authority and the Concessonaire Upon recvit of Sich a rept from the Independent Engineer and after condeting its ‘von inspection, if the Aulhrity is oF the opinion that the Project Highway is not Fit and safe for commeria service it shall, within 7 (seven) days of receiving the aforesaid report, notify the Concessionare of the defees and deficiencies inthe Projst Highway and direct the Independent Engineer co withhold isance ofthe Provisional Certificate. Upon receipt of such notice, the Concesionaite shal remedy and retiy such defects of defcionies ar! thereupon Tests shall be uunderaken in accordance with this Aricle 14. Such procedure shall be repeated as rocessary until the defects o deficiencies ate rectified Notwithstanding anything to the contrary contained in Clause 145.1, the ‘Authority may’ at any tine after receiving a report fom the Independent Engincer kif s0 From Km 42.00 to Km 177.000 (Desi iy 8 the Sete of Maharachna on DEFO oma7998 in) UncConcession Agreement under that Clause, diret the Independent Engineer 10 issve a Provisional Certificate under Clause 14.3 and Such direction shall be complied forthwith Reschedaling of Tests Ifthe Independent Engineer certs tothe Authority andthe Concessions that itis unable to issue the Completion Cerificate or Provisional Cerificate, as the Jat thay tor besuoe of event or cicumstaneee om account of which the Tests ‘ould not be held or had to be suspended, the Concessionaie shall be entitled to revschedl the Tests an hold the same as soon as reasonably practicable our Laning of Khed Siar Section of HO Prom Ki 42.000 19 Kee 177.000 (Desh agin Trae Kin) Under BHDP Phase IV 11 the Slate of Maharashtra on DBFOT Base isConcession Agreement ARTICLE 15, ENTRY INTO COMMERCIAL SERVICE 15.1 Commercial Operation Date (COD) FourLaning shall be deemed to be complete when the Completion Cerificate or the Provisional Cement, ae the case may be, is issed ner the provisions of AArtcle 14, and accordingly the commercial operation date of the Project shall be the date on which such Completion Certificate or the Provisional Cerificate is issued (the "COD"). The Project Highway shall enter into commercial service on COD whereupon the Coneessionaire shall be entitled fo demand and collect Fee in accordance with the provision of Article 27 182 Damages for delay Subject othe provisions of Clause 12.4, COD does not occur prior tothe 91st Arinery firs) day after the Scheduled Four-Laning Date unless the delay is on account af reasons solely atribuable to the Authority or due to Force Majeure, the Concessionaire shall pay Damages tothe Authority ina sum calculated at the rate of 0.1% (zero point one per cent) ofthe amount of Performance Security for elay ofeach day until COD is achieved er 7) we GZ our Laing of in of MESO Po Kv 1200 1 in 17000 os oy Leng 137946 Rin) Under NHDP Phase IV 8 ithe State of Maharashtra on DEPOT16 ted Wot2 1613 Wer 1621 “our Laning of Khe Concession Agreement ARTICLE 16 CHANGE OF SCOPE, ‘Change of Scope “The Authority may. notwithstanding anything © the eomeary contained in this [Auicement reuire the provision of additional works ad services which ane not included in the Scope of the Project as contemplated by this Agreement (the “Change of Scope’). Any such Change of Scope shall be made in accordance with the provisions of this Article [6 and the costs thera shall be expended by the Concessioaire and reimbursed to it by the Authority in accordance with Clause 163 If the Concessionaine determines at any ine that « Change of Scope is necessary for providing safer and improved services wo the Users, itshall by notice in writing require the Authority to consider such Change of Scope, The Authority shill, tvthin 15 (teen) days of rset of such nove, either accept such Change of Scope with modifications, i any, and initiate proceedings therefor in accordance ‘ith his Anicle 16 oF inform the Concessionare in wri ing ofits reason for not accepting sich Change of Seope Any works of services which are provide under and in accordance with this [Aticle 16 shall form part of the Project Highway ard the provisions of this ‘Agreement shall apply mafais mutans to such works o services. Procedure for Change of Seope In he event of the Authority determining that a Change of Seope is necessary, i shall issue to the Concessonaie a notice specifying in reasonable detail the works ‘and serves contemplated thereunder (the "Change of Seope Notice”) LUpon receipt of a Change of Scope Notice, the Concessionsre shall, with duc siligene, provide tothe Authority such information asi necessary together with preliminary Documentation in suppoct of (4) the impuet, if any, which the Change of Scope is likely to have on the Projet Completion Schedule if the works or services are required to be ‘aried out during the Constrection Period: nd (6) the options for implementing the proposed Change of Seope and the effect, it any, each such option Would have on the costs and time thereo, including a detailed breakdown by work clasitiations specifying the rmaterial an! labour cots calculated in accordance withthe schedule of rates applicable tothe works assigned by the Authority to its contractors, Along with the proposed premium/dscount on such rates; provided thatthe ‘ost inured by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is eerified by the Independent Engineer as reasonable, H450 From Kim. 42.000 to Km 177,000 (Des se IV Bm the Sate of Maarashing on DBEO™ i796 km}Concession Agreement 162.3 Upon receipt of information set forth in Clause 162.2 ifthe Authority decides to proceed withthe Change of Scope, it shall convey is prefered option to the Concessioaie, an the Parties shal, with assistance of te Independent Engine, thereupon make good faith flor to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the Authority shall issue an ‘order (the "Change of Seope Order") requiring the Coneessionaite to proceed With the performance thereof In the event that the Patss are unahle to agree, the Authority may, hy issuing a Change of Scope Order, require the Concessionaie to proceed with the performance thereof pending resolution ofthe Dispute. or carry ‘ut the works in accordance with Clause 165, 1624 The provisions ofthis Agreement, insofar as they rele to Construction Works and Tests, shall apply mutais ‘mutandis to the works undertaken. by the Concessionire under tis Article 18. 163 Payment for Change of Seope 163.1 Within 7 (seven) days of issuing a Change of Seope Order, the Authority shall make an advance payment to the Coneessinaire i sum equ to 20% (Twenty per cent) ofthe eos of Change of Scope as agreed hereunder, and in the event of & Dispute, 20% (owenty percent) of the east assessed bythe Independent Engineer {he Coneessionaiv shall, aller commencement of Work, present to the Authority bills for payment in respect of the works in ogress or completed works, 28 the ‘ase may be, supported by such Documentation as is reasonably sufficient forthe Authority to determine the accuracy thereof. Within 3 (ity) days of receipt of ‘such bills the Authority shall disburse tothe Concessionire such amounts as are cetfied by the Independent Engineer as reasonatle and afier aking proportionate deduction for the advance payment male hereunder, and in the event of any Dispute, final adjustments thereto shal be made under and in aceardance with the Dispute Resolution Procedure 1632 Notwithstanding anything to the contary contained in Clause 16.3.1 all costs arising out of any Change of Scope Order issued during the Construction Period shall be borne by the Concessionare subject to an aggregate ceiling of 0.25% (ero pont so five per cent of the Total Projet Cost Any costs in excess ofthe «xiling shall be reimbursed by the Authority in accordance with Clause 16.3.1. In ‘he event thatthe ttl cost arising qut of Change of Scope Orders (i any) issued riot tothe Project Completion Date is less than 0.25% (ze0 point ewo five per cent) of the Total Project Cost the difference thereof shall Be credited by the Concessionaire to the Safety Fund within 9 period of 180 (one hundred and eighty) days of the Project Completion Date. For the avoidance of dvb, itis ‘greed thal the aforesaid 0.25% (exo point two five per ent) ofthe Total Project, Cos shal, o the extent bore by the Concessionaite, be deoted to form part of the actual capital cost ofthe Project. 1644 Restrictions on certain works 164.1 Notwithstanding anything to the contrary contained inthis Anite 16, but subi to the provisions of Clause 1642, the Authority shall not requie ths CConcessionare to undertake any works or services if sich works or services are likely 10 delay compan of Four-Laning: provided that inthe event that the SEX 50 From kom 42.000 to Km 177,000 (Desion a Four taming of het Leng 137998 in) 1¢ WB m the State of Maharashara on DEEOT1642 16s 6s. 1652 166 166.1 Four Laing of Khe Ba Concession Agreement ‘Authority considers such works o serves 0 be essential, it may issue a Change ‘of Scope Order subject tothe condition tha the works frming par of or affected by such Order shall not be reckoned for purposes of determining completion of Four-Laning and issuing the Provisional Cerificate \Nutwithstnding anything to the contrary contsnod in this Article 16, the ‘Coneessionaite shall be ented 0 nullify any Change of Scope Order it causes the cumulative sows relating tall the Change of Spe Orders to oxcoed 5% (ve pet cent) of the Total Projet Costin any continuous period of 3 (three) years Immediately preceding the date of such Change of Seope Order of if such cumulative costs exceed 20% (twenty percent ofthe Total Project Cost at any lime during the Concession Period Power of the Authority to undertake works Notwithstanding anything to the contrary contained in Clauses 16.1.1, 162 and 16.3, the Authority may, after giving notice tothe Concesionate and considering its reply thereto, award any works or Services, contemplated under Clause 16.1.1, to any. person on the basis of open competitive bidding, provided that the CConcessinaire shall have the option of matching the fst ranked bid in terms of the seletion criteria, subject wo payment of 2% (two percent of the bid amount to the Authority, nd thereupon securing the soar af Sich works o services. Fos the svoidance of doubt, itis agreed that the Concessomire shall be entitled to exereise such option only it as participated in the buding process and its Wid doesnot exceed the first ranked bid by more than 10% (fen percent) thereof. I ale agreed that the Concessionsire shall provide access, assistance ‘empaton othe person who undertakes the works or svices hereunder. The works undertaken in secordance with this Cause 16.8 shall conform to ne ‘Specifications and Standards and shall be carried out it a manner that minimises the disruption ia operation of the Project Highway. The provisions of this ‘Agreement, insofar as they relate to Constrction Works and Test, shall apply ‘mutatis mutans to tne works cred ou der his Clase 16.5 Reduetion Scape of the Project IF the Concessionsire shall have failed to complete any Construction Works on account of Force Majeure or for reasons solely attribute tothe Authority, the ‘Authority may, in is disereton, require the Concessionie to pay 80% (eighty percent) ofthe sum saved thereffom, and upon such payment tothe Avthority, the ‘obligations of the Coneessioaite in respect of such works shall be deemed to have been flied. For the avoidance of doube it is aged that in the event such reduction in Ssope ofthe Projet eauses of will euse a reduction in net after-tax return of the Concessionare, the Parties shall mest, as soon as reasonably preted, and agree on a full or panial waiver of the aforesaid payment of 80% (eighty per cen) so a to place the Concessionaiee inthe sme Financial position asi wobld hate enjoyed had there been no reduction in Scope of the Project, Its furher agreed thatthe liability of the Authority under this Clause 16.6 sball not extend Beyond waiver ofthe aforesaid 80% (eighty per ent It is also agreed that inthe event ofa disput. the Dispute Resolution Procedir shall apply. Taree xe)Concession Agreement 1646.2 For determining the obligations of the Concessonsre ander this Clause 16.6, the rovsions of Clauses 16-1, 162 and 164 shall apply mutatis mutans, an upon Issue of Change of Scope Order by the Authority hereunder, the Concessionaire shall pay forthwith the sum specified therein, ms "Four Laning of Khed-Sinnar Section of NH5O From Km 42.006 to Km 177000 (Design length ~ 137-966 Kin} Under NHDP Phase 11 othe State of Medaashirs on DEPOTS Baws" 0Four Laning of Kh fe _NH5O From Km 42.000 to Kev 177.000 (Dest Concession Agreement ARTICLE 17 OPERATION AND MAINTENANCEConcession Agreement 17.12 The Concessionate shall remove promly fio the Project Highway’ all suplas construction machinery and materials, waste mateials (including hazardous materials and waste water). rubbish and other cebris. (including, without limitation, accident debris) and keep the Project Highway’ in clean tidy and frdely condition, and in conformity with the Applicable Laws, Applicable Permits and Good !ndustry Practice. For the avoidance of dub itis agreed that the debris and material excavated shall be carried to and deposited ath particule siteto be decided in consultation with Authority 17413 The Concessionaire shall maintain in conformity with Good Industry Pretce, all stretches of approach roads, over-passes, underpasses or uth structures sitsted “on the Site but not forming part of the eariagewa. 172. Maintenance Requirements ‘The Concessionsre shall procure that a al times daring the Operation Perio the Project Highway conform tothe maintenance requirements et forth in Sched K (the “Maintenance Requirements”) 173. Maintenance Manual 173.1 No Inter than 180 (one hundred and eighty) days prior to the Scheduled Fout= Laing Date, the Concessionaire shall, in consultation with the Independent Engineer, evolve a repair and maintenance manual (the Maintenance Manual’) forthe regular and preventive maintenance of the Projet Highway in conformity with the Specticaions and Standards, Maintenance Requitemems, Safty Requirements and Good Industry Prete, and shall provide 5 {five) copies thereof (©) arrangements i rc ot et epi ‘i Pour Laning of Khe Sn tength "137998 fon) Un Baaa2 ras 1s ws 1782 6 1761 2 The Concessionaire Concession Agreement (©) eriteriato be adopted for deciding maintenance needs; (2) intervals and procedures for catying out inspection ofall elements ofthe Project Highway (©) intervals at which the Concessionste shal carey cut perio mintenance; (0) mangement and procedures for cacyng out safety related meses; and (8) ioral for major uitenance works athe cape thereot Within 15 (een) days of receipt of the Maintenance Programme, the Independent Engineer sll yeview the same and convey is comments to the ‘Concessonare sith particular reference 10 its conformity with the Mainienance Requirements, Maintenance Manual and Safety Requirements. ‘The Concessionaite may modify the Maintenance Programme as may be reasonable inthe circumstances, andthe procedure specified in Clauses 17.8. and 17.42 shall apply matais munis to such modifications Safety, vehiele breakdowns and accidents The Concessionaie shall ensure safe conditions forthe Users, and inthe even of unsafe conditions, lane closure, eversions,veiele breakdowns and accidents it hall follow the relevant operating procedures including the setting up of temporary traffic cones and Highs, and removal of obstriction and debris without delay. Such procedures shall conform to the provisons of this Agreement, Applicable Lave. Applicable Permits and Good Industry Practice The Concessonare's responsibilty for rescue operations on the Projet Highway shall be limited to an initial response ro any particular ineident until such time that the competent authority takes charge and shall include prompt removal of vehicles ‘or debris or any other obstruction, which may endanger of interrupt the smooth How of trafic For this purpose, it shall maintain and operate @round-the-lock ‘chicle rescue post with one mobile rane having the capacity to Ha tuck witha Gross Vehicle Weight of 30,000 (thirty thousand) Kilogzams; and such posts shall ‘located at exch of the Tol Plaza). e-commissioning due to Emergency 1, in the reasonable opinion of the Concessionare, there exists an Emergency which warrants de-commisioning and elosue to tal of the whole or any part ‘ofthe Projet Highway, che Concessonare stall be ented 10 de-comnission and ‘lose the whole or any part of the Project Highway to wale or so long as such Emergeney and the consequences thereof warrart, provided that such decommissioning and particulars thereo shall be notified by the Concesianaire to the Authority without any delay, and the Concessionair shall diligently carryout and abide by any reasonable directions tht the Authority may give for dealing ‘vith such Emergency. ssion the Project Highway’ o the fete part le aller the cireurstances leading to. its 1.50 From km 42.000 to Km 17,000 (Des WV B onthe State ef Mcharacht on DiConcession Agreement {decommissioning and closure have ceased 19 exist or have so abated as to enable the Concessionsire to re-commission the Project Highway and shall notify the Auborty oF the sme without any delay 1763 Any decommissioning or closure of any part ofthe Project Highway and the e- ‘commissioning thereof shal, as soon as practicable, be heought © the notice of affected persons by means of publi announcements note, ITT The Concessionaire shall not close any lane of the Projeet Highway for tunderaking maintenance or repait works except with the prior written approval of the Independent Engineer. Such approval shall be sought by the Coneessionaire through 3 ritten request to be made tothe Independent Engineer, and a copy thereof furnished to the Authority, at least 7 (Seven) days before the proposed slosure of such lane and shall be accompanied by parieulars thereof, Within 3 (thee) days of receiving suck request, the Independent Engineer shall rant permission with such modifications as it may deem necessary anda eopy of such Permission shall be sent tothe Author 17.72 The provisions of Clause 177. shall not apply to de-commissioning under Clause 176.1 orto closure of any lane fora period not exceeding 2 (two) hours ina day st any time of the day and 6 (six) hours in a day ala time specified by the Independent Engineer as off-peak hours When the flow of traffic i comparatively lower 17773 Upon receiving the pemission pursuant to Clause 17.71, the Concessionaire shall be ented to close th cesigated lane forthe period specified therein, an in the event of any delay in e-opening such fre. the Concessionaire shall pay Damages to the Authority caeulted atthe rate of 0.1% (zero foint one percent) of the ‘Average Daly Fee for every stetch of 250 (two hundred and fly metres, or part thereof, fr eich day of delay unl the lane hasbeen re-apene foe tafe 178 Damages for breach of maintenance obligations 78. In the event that the Concessonsite fails 10 repair oF recy any defect or ‘efiieney et forth inthe Maintenance Requiements within the period specitied therein it shall be deemed to be in breach of this Agreement and the Authority shall be ented 10 recover Damages, ce be calculated and paid foreach day of % Four aig of Khe SP of SO From Kn 42.000 to Kim 177000 Des Eee POSE ase 1 Be see) tae e =) RONConcession Agreement Gone per cen) of the cost of sch rep or retifiaton a estimated Wy the tnependent Engineer, forthe balance period ofthe concesion Recovery of such Damages shall be without prsjuice the rights of the tRanorit under this Agreement, including the right of Termination threo 17.82 ‘The Damages set forth in Clause 17.8.1 may be assessed and specified forthwith Tne Independent Ensineet, provided thatthe Aushority may, i its diseretion, an seem suctax Damages, i in its opinion te brewh Das been cured smply and the Concessions is otherwise in compliance with its obligations raarer The Concesionie shall pay such Damages ferthwth and in dhe event That i contests such Damages, the Dispute Resoation Procedure shall apply 179 Authority's right to take remedi 179. In the event the Concessionsire does not maintain andor reps the Project Misha or any part threo in conformity sith the Martenance Requirements Thr Nluteranee Manu or the Maintenance Programme as the ease may be and a sairrmence rmnsial works within 15 (fifteen) days of receipt ofthe ORM: Thapection Report o a notice inthis behalf from the Authority o the Independent TeeBjsrasecase may be, the Authority shall, withut prejudice cts ries aaerthis Agreement eluding Termination sereof be ented to undertake such moral measures atthe risk ad cost ofthe Concessinaie, and {0 recover it anche Concesonaie, In aition Io recovery ofthe aforesaid cost & Sam ‘Sl to 20% (ents per end) such cost shal be pd by the Concession Tee thoy ae Damages. For the avoidance of daub he right ofthe Authority ne Ciguse 173.1 shall be without gtejuce to is rights and remedies provided under Clause 178 179.2 The Authority shall have the right, an the Coneessionive hereby expressly grants teks Authority the Halt, t recover the costs and Danages specified in Clause 1791 directly Gom the Escrow Account as if such costs and Damages were ‘GWM Expancs, and for that purpose the Concessonsire hereby agrees 0 give sae cable inctrctions to the Estrow Bank to. make payment from the Escrow sreount in accordance with the instructions ofthe Awtority under tis Clause 178.2 and debit the same to OM Expenses 1710 Overriding powers ofthe Authority 1710.1 fin the easonable opinion ofthe Authority, the Coneesionate is in material each of te obligations under this Agreement and, in articular, the Maintenance FReuitemens, and such breach is causing or likey to cause material hardship or (later to the Users. the Authority may, without predice to any of its ats dere gs Agrecmeat including, Termination thereof, by notice require the Ceccionae ta take reasonable) measures immediately for rectifyiag or femoving such hardsip o danger, as the ease may be 171102 In the evcat tha the Concessionaie, upon notice under Clause 17.0.1. fils 2 reny or remove ny farship or danger within reascrabl period, the Authority ‘Fay exerela overidng powers under this Clause 17.102 and tke over the blizations of the Concessions 10 the extent Pw Laing of Khe tengih 137946 Kn) Bess" Ny Pm tn 2000 Hm 172000 (ea Spe iv iri the Sate of Maharashtra on DBFO 3817103 wat wan "our Laning of Khe Length Concession Agreement deemed necessary by it for rectifying or removing sich hardship or danger: provided thatthe exercise of sch overriding powers by the Authority shall be of ho geste scope and of no longer duration than i reasonably required hereunder, provided further that any costs and expenses incured by the Authority in Aischarge of is obligations hereunder shall be deemed o be O&M Expenses and the Authority shall be entitled to recover them from the Consessionaire in accordance withthe provisions of Clause 17.9 along wih the Damages specified ‘herein In he event of & ational emergency, civil commotion oe any other act specified in Clause 343, the Authority may like over the performance of any ofall the ‘blgations of the Concessionaire to the extent deemed necessary by it of a Airected by the Government, and exercise such control ever the Project Highway for give such directions to the Concessionaire as may be deemed necessary: provided that the exercise of such overriding powers by dhe Authority shall be of fo greater scope and of no longer duration than is rexsonsbly required in the circumstances which caused the exercise of such overiding power by the ‘Authority. For the avoidance of doubt, itis agreed thatthe consequences of such action shall be dealt in accordance with the provision of Article 34. I is also ‘agreed that the Concessionaite shall comply with such instactions as the Authority may isue in pursuance ofthe provisions of this Clause 17.10, and shall provide assistance and cooperation to the Authority, aa @ best effort basis, for performance o ts obligations hereunder. Restoration af 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 hereof suffers any loss or damage during the Concession Period from any cause whatsoever, the Conoessionaire shall tits ‘ost and expense rectify and remedy such los oF damage forthwith so that the Projet Highway conforms tothe provisions ofthis Agreement Modifications to the Project Highway The Concessonaie shall ot cary out any material modifications tothe Project Highway save and except where such modifications are necessary for the Project, Highway to operate in conformity with the Specifications and Standards Maintenance Requtements, Good Industry Practice and Applicable Laws; provided that the Concessionaire shall notify the Independent Engineer of the proposed medications along with particulars thereof atleast 15 (Fiteen) days before commencing work on such modifications and shall easonably consider any suggestions thatthe Independent Engineer may make within 15 (fifteen) days of receiving. the Concessionare’s proposal. For the avoidance of doubt, all ‘modifications made hercunder shall comply with the Specifiations and Standart Applicable Laws andthe provisions ofthis Agreement Excuse from performance of obligations The Concesionate shall ot be considered in breach of is obligations under this Agreoment if any par of the Project Highway is not ava lable to tralic on account ‘of any ofthe Following 1.50 From Kim 42.000 t0 Km 177,000 (De IV Bim the Sate of Maharashna on Di 56 136 Kn)@ o © mas Four Lang of Kh Lent ass? Concession Agreement an event of Force Majeure; measures taken to ensure the safe use ofthe Project Highway except when unsafe Conditions occured because of failure of the Concesionaire to perform its ‘obligations under this Agreement: oF compliance witha request fom the Authority or the drecions of any Government Instrumental, the effect of which is t© close all or any part of the Project Highway, [Notwithstanding the above, the Concessionaire shall keep all unaffected parts of the Project Highway open to tafe provided they can be operated safely arriers and diversions “The Authority shal procure that during the Operation Period, no buries are erected or placed by any Government fasiramentaity on the Project Highway txcept for easons of Fmergeney, national seurty, law and order or collection of inter-state taxes. The Authority shall also make best endawours to procure that no Government instrumentality shall undertake or ause 1 be undertaken, except for reasons of Emergency, national security or lat and order, any diversions of traffic from, or csing down af approach reads tothe Project Fighvay’that may cause @ material adverse effect on the flo of tac to and from he Projet Highs. ‘Advertising onthe Site ‘The Concessionire shall not undertake or permit any form of commercial alverising, display or hoarding. a any place on the Site if such advertising, {isplay or hoarding shall be visible o the Users while driving on such Highway; provided that this restriction shall not apply to the Tall Plazas, rest areas, bus Shelters and telephone booths located on the Project Hhway ifthe avertsing thereon does not, inthe opinion of the Authority, distat the Users o violates extant guidelines of MoRTH, All averting on the Project Highway shall also ‘onform #9 Good Industry Practice. For the avoidance of doubt, itis agreed that the righs of the Concessonaie hereunder shall be subject to Applicable Laws, a5 in force and effect fom time to time, and no compensation shal be claimed on coon thereof Section of NHLSO From Kim 42.000 to Kim. 177.000 (Desi Thue Ria) Under AIP Phase 1V 1 tae Stote of Maharashva on DEPOTist iit Inia 12 our Lam ancession Agreement ARTICLE 18, SAFETY REQUIREMENTS Safety Requirements The Concessionste shall comply with the provisions of this Agreement [Applicable Laws and Applsable Permits and conform te Good Instry Practice for securing the safety of the Users. In particular, the Concessioaire shall develop. implement and administer a surveillance and safety programme for providing a safe environment on or about the Projet Highway, and shall comply {sith the safety requirements set forth in Schedule-L (lhe “Safety Requirements) The Authority shall appoint an experienced and qualified fim or organisation (the safety Consultant”) for caring out safety aut ofthe Project Highway in accordance with the Safety. Requirements, and. shall take all other actions necessary for securing compliance ith the Safety Requirements, Pxpenditure on Safety Requirements [All costs and expenses arising out of a relating to Safey Requirements shall be home by the Concessonaire to the extent such ests and expenses form part of the ‘works and serves inchadd inthe Sope ofthe Projet, nd works and services, if fang, not forming. part of the Seope of the Project shall be undertaken in fsccordance with the provisions of Amicle 16. Costs anc expenses on works and Services not covered hitherto before and arising out»? Safty Regiments shall subject othe provisions of Clause 163.2, be bore fom out ofa dedicated safety Fund (the “Safety Fund”) 0 be funded, owned and operced by the Authority or 8 subsite threo Tipoue Rr) Under BHDP Phase VB the Sate sf Maashiva om DEPOT 8Concession Agreement ARTICLE 19| MONITORING OF OPERATION AND MAINTENANCE 19.1 Monthly status reports During Operation Period the Concessionaze shall, o later than 7 (seven) days afer the close of each mosth. Tarich to the Authority and the tndependees, Engineer a monthly report stating in eeasonable deal the condition ofthe Project Highway including its compliance or otherwise with the Maintenance Requirements, Maintenance Manual, Maintenance Programme and” Safty Requtements. and shall promptly give such other relevant information as may be ‘equired by the Independent Engineer. fv paticular, sich report shall separately itentify and state in reasonable etl the defeets and deficiencies that requite rectification 192 Inspection ‘The Independent Engincer shall inspect the Projet Highway at least once a "month It shall make a report of such inspection (the “O&M Inspeetion Report) sting in reasonable deal the defects or deficiencies, if any. with particular reference to the Maintenance Requirements, Maintenance Manual, the Maintenance Programme and Safety Requirements, andsend a copy thereof w the Authority andthe Concessionaite within 7 (seven) days a such inspection 193 “or determining that the Project Highway conforms the Maintenance ‘scquiements, the Independent Engince shall require the Concessonaire teat out or cause to be carried out, tests specific! by it in accordance with Good Industry Practice. The Concesionsre shall, with de diligence cary out or case to be caried out all such esis in accordance with the istrucons of the Independent Engineer and furish the results of such tests forthwith to the Inxependent Engineer. One half of the costs incurred an such testa and to the extent cried by the Independent Enginecr as reasonabe, shall be eimbursed by ‘he Authority to the Concessions. 194 Remedial measures 1941 The Concessionaite shall epair or retly the defects 0° deficiencies, if any, set forth in the OM Inspection Repor or inthe test results “fered to in Clause 19.3 and furnish a report in respect thereof wo the Independent Engineer and the ‘Authority within 15 (Ren) days of receiving the OM Inspection Report or the "es resus, a the ease may be: provided that where the remedying of such defects ‘oF deficiencies is likely o take mote than 15 (ten) tay, the Coneesslonaite stall submit progress reports of the repait works once every week until such ‘works are competed in conformity with this Agzeemem. 1944.2 The Independent Engineer shall require the Concessionate to carryout or cause to ‘be cured out tess at ts own cost, to determine that such remedial measures have brought the Project Highway into compliance withthe Maintenance Requnements ‘our Laning of Khoa son of NE-SD From Ke 2.000 t9 Km 177000 (Design Length GPP Phase IV Bin the Sate of Maharashia om DEPOT195 96 ‘our Laning of Khe engi Concession Agreement athe procedure set forth in his Cause 19.4 sal ke eepated until dhe Projet Highway cooforms tthe Maintenance Requirements In the event that remedial measures are not completed by the Concessionirs in conformity. with the [rovsions of this Agreement, the Authur shall be ated to recover Damanes {rom the Concessionsire under and in accordance with the provisions of Chee 178. Monthly Fee Statement During the Operation Period, the Concessionaire shall fumish to the Authority, Within 7 (seven) days of completion of each menth, a statement of Fog ‘ubstantlly inthe fom set forth in Schedule-M (the "Monthly Fee Statement) ‘The Consessiosire shall also furnish to the Authority such other information 2g the Authority may reasonably require, at specified inervals, in discharge of ts statutory functions, Reports of unusual occurrence ‘The Concession sal, prior othe clase ofeach day, send 16 the Authority and the Independent Engineer by csimile or email, a report sang sccm on unusual occurences on the Projet Highway elating tothe safety and security of the Users and Project Highway. A weekly and monthly summary of such repos shall also be sent within 3 (re) days of the closing of each werk and ronhs the ease may be. For the purposes of this Clause 196, sccidens and untae ‘eeurtenceson the Project Highway shall include (@) death or injury to any persons (©) damaged or dislodged fixed equipment; (6) any obstruction on the Project Highway, which resus in slow down ofthe services being provide by the Concessonsie: (@) disablement of any equipment during operation; (©) communication flue affecting the operation of Prec! Highways (9, smoke Fire; 2), ooding of Project Highway: and (0) such other relevant infomation as may be required bythe Authority or the Independent Engines, ls Of MESO tram Km 42.000 t Kin 177.000 Wein ~ HITS46 Kim Under MDP Phase IV Bn the Sete of akira Desa204 202 203 Four Laning of Khe Sinnar Length = 135946 fim) Under Base Concession Agreement ARTICLE 20 TRAFFIC REGULATION Teal regulation by the Concessionaire hall regulate wale on te Project Highway in accordance ih the Applicable Laws, and subject to the supervison and contol the hen ‘Mboes ora subsite thereof empowered inthis behalf unde he Apnicat ls Laws. Police asistance Tue auating the use of Project Highway in acondance wilh the Applicable avs and this Agreement, the Authority shall asst the Coneeace Frocuring police assistance fom the Stale Police Department wry soba thereof: The police assistance shall includ Recurring Expenditure on Police asistance re sito the Scheduled Fout-Laning Date the Concsionsie shall provide to the State Police Department ora subsite thereof one Jeep or sietar ohne fo sean ug coin along wih chaufeurs for woundshe clock palling se #2 fanh in Clause 20.2 and shall meet the operating cous of tek wate including the salaries and allowances ofthe chau,au 212 23 Concession Agreement ARTICLE 21 EMERGENCY MEDICAL AID Medical Aid Posts {or providing emergency medical ad during the Operation Peciod, as sot forth in this Agreement. the Concessions shal assist te. State ovemimeas oe BUM thereof wo be designated by the Authority in seting up and operating & medical id post (the “Medical Aid Post’ at each ofthe Tal Passa wah ed ‘helo ambulance serves fr victims of acidnts on the Projet lighway Buildings for Medical Aid Posts re oncessionic shal, tis cost and in secordnce with the spe designs reverted for such buildings by the State Medical Department (or subsnens {heen fo be designated by the Authority), consist a id post ildng sao (wo) residential quarters, and hand them over to the Authority, no later then 30 (tits) days prio o Scheduled Four-Laning Dat. The Medical Aid Poot) oh bedeemed tobe part of the Site and shall vest inthe Authonty, Recurring expenditure on Medical Aid Posts On or before COD, the Concessionsire shall provide 10 the State Medical Derariment oe a substitute thersot to be designated by the Authors ae ambulance in good working coition along with chauffeurs for rount'ne chock uch ambulance including the salaries and allowances of the chaufeuse: The Caesesionaire shall also reimburse 10 the State Medical Deparnen for a juste thereof to be designated by the Authority) the acta expenditure ‘pared by itn ach Accounting Yearon the meal equipment and the roy eed Mlowances of up to 2 (two) medical personel deployed exclusicy toy ie Qf NIESO Brom Kom 42.000 t9 Kim 172 Phase IV B in the State of Mahanashins on DeerConcession Agreement ARTICLE 22 ‘TRAFFIC CENSUS AND SAMPLING 224 Tratfie census ‘The Concessonste shall install, maintain and operate elecroncfcomputerised telfe counters at each ofthe Tol Maran anal collect daa eating 1 the anor and types of vehicles using the Project Highway. The Concessionive shall aso install, maintain and operate. weighing platforms (xeigh-in-motion «yne) for recording, on a sample basis, the weight of commercial goods vehicles using the Project Highway. A weekly statement of such dain shall be compiled and fumed forthwith by the Concessionaire to the Authority substantially inthe form specie in Schedule, 222 Trafic survey The Authority may require the Concessionare 0 cond, during each year of the Concession Period, detailed trae survey at such frequency and on such days as the Authority may speci, provided thatthe cumulative pesiod of such survey stall not exesed 14 Tourtcen) days in a yea. The Concession shall at is ov sh CARTY ou or cause fo he eatied out, the survey in the fern and thane ‘reasonably specified by the Authority and fumish a detiled report thereat within 'Sfiteen) days of the competion ofeach survey, For the avoidance of dub, the Authority may also conduct traffic survey, in such manner as it deems ft and a ‘ts owm cos, through any ageney designate by i for his purpose 223 Traffie sampling 223.1 For detemining the actual tric on the Projet Highway, the Authority shall be «atid to inspect the relevant records ofthe Concessionate, end may, ais ove «ost undertake trafic sampling substantially in the marner set forth in Schedule. © at such fregueney as it may deem appropriate, but ih no case fo less than continuous period of 7 (seven) days. The Concessionaire shall provide: soch ‘sistance asthe Authority may reasonably require for sch alle sampling, 223.2 IP the trai sampling pursuant 10 this Clause 22.3 demonstetes that the actual tele is’ more than the traffic repored by the Concessionaite, the trafic ) Fear Laning of Khe Tovah fn FS. nntso rom xm 4200 w km 177000 wenConcession Agreement (8) ORM Expenses and other osts and expenses incurred by the Authority in accordance with the provisions of this Agreement, and eetified by the ‘Suthoity as due and payable wo its (©) Concession Fee due and payable the Authority (8) monthly proportionate provision of Debt Service due in an Accounting Year, (e) all payments and Damages centfied by the Authority as due and payable (0 itby the Concessonaire, including repayment of Revenue Shortfall Loan (6) monthly proportionate provision of debt service payments due in an ‘Accounting Vear in respect of Subordinated Debt, (@) any eserve requirements st forth in the Fnaneing Agreements; and (balance, ifany in accordance with the instructors ofthe Concessionaie. 31.3.2 The Concessionare shall not in any manner madi the der of payment specified fnClause 31.3.1, exeupt with the vir written approval f the Authority SLA Withdrawals upon Termination 314.1 Notwithstanding anything to the conteary contained in this Agreement, all amounts standing to the credit of the Escrow Account shal, upon Termination, be appropriated inthe following order (@) all taxes due and payable by the Concessonaie for and in respect of the Projet Highway; () 90% (ninety percent of Debt Due excluding Sutordinated Debt; (©) oustanding Concession Fee: (2) all payments and Damages cenit by the Auterty as due and payable to thy the Coneessionaie, including repayment of Revenue Shortfall Ls (©) retention and payments relating tothe ability fer defects and deficiencies st forth in Acie 39; (0) outstanding Debt Service including the balance of Debt Due (2) outstanding Subo inated Debt (@) —incurod or aerued O&M Expenses: @ anyother payments required to be made under ths Agreement; and balance any, in accordance withthe instructions ofthe Concessions! Provided that no appropriations shall be made under Su>-clause() ofthis Clause S141 until a Vesting Cenifieate has heen issued by the Authority under the Fear Lanng of Ket Siar Secon of NH'SO Brom Kim 42.000 to Kim 177,000 (Design length = 137946 Ky oe BeConcession Agreement provisions of Article 38, 314.2 The provisions of this Arcle 31 and the instructions contained in the Eserow ‘Agreement shall remain in fll force and effet until te obligations set Forth in ‘Clause 31. have Been discharge. Four Laing of Khe Sar rom km 42.09 to km 177.000 (Desi tong” rb Rn) Under MHOP Phase FE Seo Mara ODP ase ‘asu m2 323 a4 Four Lang of Kho Sinnar ena Bas" Concession Agreement ARTICLE 32 INSURANCE Insurance during Concession Period ‘The Concessions shall effeet and maintain at is own cost, during the (Construction Penod and the Operation Feriod, such instances fr such maximum sums as may be required under the Financing Apreements, and the Applicable Laws, and sich insurances as may be necessary or pradent in aevordance with Good Industry Practice. The Concessionaire shall also effect and evaintain such insurances as may be necessary for mitigating the risks that may devolve on the Authority asa consequence of any act oF omission of the Concessionaire during ‘the Construction Peried. The Coneessionite shall prooure that in sich insurance policy, the Authority shall be a eo-insured and thatthe insurer shall pay the proceeds of insurance int the Escrow Account. Fr the avoidance of doubt, the level of insurance (© be maintained by the Concessonsce after repayment of Senior Lenders’ dues in full shall be determined on the same principles as applicable for determining the level of insurance prior to such repayment of Senior Lenders dues, Notice tothe Authority No later than 45 (forty-five) days prior to commencament of the Construction Period or the Operation Period, asthe case may be, the Concessionaire shall by notice famish to the Authority, n reasonable det, information in respect of the insurances that it proposes to effet and maintain in aesordance with this Article 22. Within 30 (thirty) days of eceipt of such notice, the Authority may requir the Concessionsire to effect and maintain such other insurances a8 may be necessary pursuant hereto, and inthe event of any diferene or disagreement relating to any Such insurance, the Dispute Resolution Procedure shall ply Bvidence of Insurance Cover All insurances obined hy the Concessionaite in accordance wih this Article 32 shall be maintained with insurers on terms consistent with Good Industry Practice. Within 15 (fifteen) days of obtaining any insurance cover, the Concessionaire shall farish to the Authority, noatsed true copicr of the cenifcatels) of insurance, copies of insurance policies and premiapayinent cepts in respect of such insurance, and no such insurance stall be canclle, moditied, of allowed 10 expire or lapse until the expiration of atleast 45 (ony five) days after notice of such proposed cancellation, modification or noa-renewal has been delivered by the Concessionaite to the Autor Remedy fr failure to insure Ifthe Coneessonaire shal ilo efTet and keepin fore al insurances for which it is responsible pursuant hereto, the Authority shall hav>the option to ether keep in fore any such insurances, and pay such premia and recover the costs thereof from the Concessonaie, oF in the event of computation of a Termination 0 em Kim 42.000 to Km 177.000 (Desi Bn the State of Maharashta on DEPOT a Ta946 Kn) Unde26 27 ‘aur toning of Khed Siar Section of AE Length Baste" Concession Agreement Payment, reat an amount equal tothe Insurance Cover as deemed to have been received hy the Concession Waiver of subrogation All insrance policies in respect ofthe insurance obtained by the Concessionaire pursuant to this Article 32 shall inelade a waiver of any and all rights of Subrogation or recovery of the insures thereunder agains, mer alia, the ‘Authority, and its assigns, suecessors, undertakings and their subsidiaries, afiiates,employses insurers and underritr, and of any right of the insures any set-off or counterclaim of any other deduction, whether by attachment ot ‘otherwise, in respect of any ibilily of any such perso insured under any such Policy or in any way connected with any los, lability or obligation covered by such polis of insurance Concessionaire's waiver the Concessonaire hercy further releases, assigns and waives any and al eights of subrogation oF recovery against, inter alia, the Authority and its assigns, ‘undertakings and thee subsidiaries, aia, employes, successors, insurers and "underwriters, which the Concessionaire may otherwise have or acquire in or from for in any way connected with any los, Hibility or obligation covered by polices fof insurance maintained oF requted to he maintained by the Concessionaiee Pursuant o this Agreement (other than tied pat liability insurance policies) or ‘ecause of deductible clauses in or inadequacy of limits of any such policies of Application of insurance proceeds “The proceeds from al insurance claims, except if and injury, shall be paid to the Concessionire by credit w the Escrow Account and it shall, notvithstanding anything tothe contrary contained in Clause 31.3, aply such proceeds for any rnocessary rept, reconstruction, reinstatement” reflacement, improvement, ‘elvery or instalation of the Project Highway, andthe oalanee remaining, if any, shall te applied in accordance with the provisions contained in ths behalf in the Financing Agseerents, 1346 i) nor NDP asau 12 saa ent Base” Concession Agreement ARTICLES ACCOUNTS AND AUDIT Audited accounts The Concessionaire shall maintain books of accounts recording all its receipts (osctuding all Realsable Fees and other evenves derivedcolleted by it om oF fon account ofthe Projet Highway and/or its wse), income, expenditure, payments Cinchading payments fom the Fscrow Account), essels and lilies, in accordance with this Agreement, Good Industry Pratice, Applicable Laws and Applicable Permits. The Concessions shall provide 2 (two) copies of its Balance Sheet, Cash Flow Statement and Profit and Less Account, along witha report thereon by is Statutory Autor, within 90 (ninety) days ofthe close of the ‘Accounting Year 10 hich they perin and such ausited accounts, seve and except where expressly provide to the conta, sill form the basis of payments by either Party under this Apreement. The Authity sha| have the ight to inspect, the reords of the Concessionaite during office hous and roqure copies of relevant extracts of books of accounts, duly eetfied bythe Statutory Auditors, to be provided tothe Authority fr verification of basis of payments, an inthe event ‘of any discrepancy or error being found, the same shall he rectified and such rectified account shall form the basis of payments by either Parly under this ‘Agreement ‘The Concessonaire shall, within 30(thiry) days oF the close ofeach quarter of an Accounting Year, furnish othe Authority its unaudited nancial resin respect ‘ofthe preceding quarter, inthe manner and form prseribed by the Securities and Exchange lard of India for publication of quarterly results by the companies list om a stock exchange (On o before the thitty-Fst day of May each Year, the Concessionaire shall provide to the Authority, forthe preceding Accounting Year, 9 statement duly Audited by its Statutory Auditors giving summarised information on (a) the traffic ‘count for each eategory of vehicles using the Project Highway and lable for payment of Fee therefor, (b) Fee charged and received, Reaisable Fee and other ‘revenues derived from the Projeet Highway, and (e) such othe information asthe Autority may reasonably equi Appointment of auditors The Concessionate shall appoint, and have during the subsistence of this ‘Agreement as is Statutory Avditrs, fim chosen by irom the mutually agreed sof 10 (ten) reputable firms of chartered accountants ihe “Panel af Chartered Accountants"), such ist to he prepared substantially in accordance with the criteria set forth in Schedule. All fees ant expenses of the Statutory Auditors shall be bore by the Coneessionaire 2 The Concessioaire may terminate the appoiniment ofits Statutory Autor after a notice of 45 (forty ive) days to the Authority, subject to the replacement Statutory Auditors being appointed ftom the Panel of Chartered Accountants. 137346 Km) Under NDP, Nfayie State of Mahorasira on DBEOT3323 maa 33 a4 BS Base” Four Laning of Khed-Sinnar Section of N50 From\ thy agio00 ks km 177.000 (Design \\2\ Concession Agreement Notwithstanding anything 10 the contary contained in this Agreement, the ‘Authority shall have the right, but aot the obligation, to appoint at is cost from time to time and at anytime, another firm (the “Additional Auditors”) from the Panel of Chartered Accountants to audit and verily all those mates, expenses, costs, realisations and things which the Statutory Auditors are required 10 do, undertake or certify pursuant to tis Agreement Inthe event shat the Grant exconds 2086 (venty per cent) ofthe Total Project Cost the Authority sall have the right, bur aot the oblipaton, to appoint at its cost, for the duration of the Construction Period, another fim (the “Concurrent ‘Auditors”) from the Panel of Chartered Accourtants to undertake concurrent ait ofthe Concessioaire’s acount. Certification of claims by Statutory Auditors ‘Any claim of document provided by the Concession 10 the Authority in tsonection with of relating to reeips, income, payments, costs expenses, ‘ecounts or audit and any mater ineidental thereto shll be valid and effective only if eerified by its Statutory Auditors. For the avoidance of doubt, such ‘erifcation shall not be required for exchange of information in the normal course of business including the submission of Monthly Fee Statements under clase 19. Setoft In the event any amount is due and payable by the Authority to the Concessionsire, t may set-off any sums payable toi by the Conessionaire and pay the balance reraining Any exercise by the Authorty oft ighs under this Cause shall be without prejudice to any other rights o- remedies available to it ander this Agreoment or otherwise Dispute resolution Inthe event of there being any difference between the findings of the Additional ‘Auditors or the Concurrent Auditors, as the case may be, and the cerifiation provided by the Statutory Auditors, such. Auditors sll meet to resolve the ‘liferences and if they are urable to resolve the same, such Dispute shall be resolved by the Authority by recourse tothe Dispute Resolution Procedure, \ 7Concession Agreement Part V Force Majeure and TerminationConcession Agreement ARTICLES FORCE MAJEURE, 341 Force Majeure ‘As use inthis Agreement, the expression “Foree Majeure” or “Force Majeure vent” shall mean occurence in India of any or all of Non-Poitical Event, Indivet Political Event and Political Even, as defined in Clauses 342.343 and Ma respectively, if it aecs the performance by the Paty claiming the benefit of Force Majeure (the “Affected Party) ofits obligations under this Agreement and ‘which actor event () is beyond the reasonable control ofthe Affected Paty, and (i) the Affected Party could not have prevented or overcome by exercise of due Uiligence and following Good Industey Practice, and (i) has Material Adverse Effet on the Affected Party, 342 Now-Pot lal Bvent ‘A.Non-Plitial Event shall mean one ot more ofthe following ats or evens: (9) set of God, epidemic, extremely adverse wea her conditions lightning, earthquake,” Fandslide, eyelone, flood, volcanic eruption, chemical oF radioactive contamination or ionising radiation, fie oe explosion (to the «extent of contaminatics ut radiation or fre ot explosion originating fom @ Soure extemal othe Stel (6) stikes or boycotts (ether than those involving. the Concessionate, Contractors or their respective employcesreprestnatives or atibuable to ‘any det or omission of any of them) interrupting supplies and services to the Project Highway fra continuous period of 24 (twenty four hours and an aggregate period exceeding 7 (Seven) days inan Accounting Year, and ‘ot being an Indiret Politica Event st forth in Clause 34.3, (©) any failure or delay of Conteactor but only to the extent caused by nother Non-Politcal Event and which does nat result in any offsetting ‘compensation being payable tothe Concessonare by oon beta of such Contractr (@) any judgement or onder of any cour of compen jursdietion or stattory authority made agains the Concessionsie in any proceedings for reson ster than (i) flue ofthe Concessionaire to comply with any Applicable ‘Law or Applicable Permit, or (i) on account af breach of any Applicable Law or Applicable Pemit or of any contract, oi) enforcement of this Agreement, ot (i) exercise of any ofits rights under this Agreement hy the Authoriy: (©) the discovery of geological conditions, toxie contamination or sarchacologial remains on the Site that could rot reasonably have been Four taning of Khe Siar Se Length 137946 Kin) Under ‘ram Kim 42.009 1 Km 177.00 (Desi ‘nthe State 8 Maharastra on DEBORAConcession Agreement ‘expected 1o be discovered through a site inspection; of (9 any event or circumstances of nature analogous to any ofthe foregoing 343 Indirect Political Event ‘An Intec Plies! Event shall mean one or more a te following acs o evens (@) _anact of war (whether declared or undeclared), invasion, armed conflict ot ct of foreign enemy, blockade, embargo, rit, insurection, terrorist oF niltary ation, civil commotion or politically motivated sabotage, (©) industry-wide or State-wide strikes of industria ation fora continuous period of 24 (owenty four) hours and exceeding an ageregite period of 7 (even) days inan Accounting Year, (©) any civil commation, boycott or politica agitation which prevents sollestion of Fee by the Concession for an segregate period exceeding 7 (seven) daysinan Accounting Year, (any failure or detay of a Contactor to the extent caused by any Indizcct, Poltcal Event and which doesnot result in ary offietting compensation ‘being payable to the Concessionsire by or on bealf of such Contacto: (©) any Indirect Poitieal Event that causes a Non-Pelitical Even; oF (9 anyeventorciteumstances ofa nature analogous to any ofthe foregoing, 344 Political Event ‘A Political Event shall mean one oF more ofthe following ats or events by or on ‘account of any Goverament Instrumental (©) Change in Law, only consequences thereof cannot he dealt with ander and in accordance with the provisions of Artcle 41 and its effet, in financial verms, exceeds the sum specified in Classe 41.1; ©) compulsory acquisition in national interest or expropriation of any Project Assets or rights of the Concessionaite or ofthe Cntractors (©) unlawful or unauthorised or without jurisdiction revocation of, or refisal to renew oF grant without valid cause, any clearance, licence, permit authorisation, no objection certificate, consent, approval of exemption required by the Concessionaire or any’ of the Contactors to pesform thet respective obligations under this Agreement and the Project Agreements; Provided that such delay, modification, denial, -fusal or revocation did ot res from the Concessionaite’s or any Contractor inability o Fue {0 comply with any condition relating to grant aintenance oe renewal oF such clearance, licence, authorisation, no objection certieate, exemption, ‘consent, approval or permit; (4) any failure or delay of a Contactor but only to the extent caused by ‘fo rina of He oe Eo G0 om km 4200 1700 es. eran "T Se ts te Moe Peat ne Hak AS i Ra) "0Concession Agreement another Political Event and which does not result in any offsetting ‘compensation being payable to The Concessions by or on behalf ot such Contractor; or (€) any event or circumstance ofa nature analogous to any ofthe foregoing. 345 Duty 1o report Foree Majeure Event 34S.L Upon occurrence of @ Force Majeure Event, the Affected Party shall by notice ‘eport such occurrence to the other Party forthwith. Any notice pursuant hereto shall incl fll particulars of (@) the nature and extent of each Force Majeure Event which isthe subjeet of any claim for relief under his Article 34 wih evidence in support thereof (©) the estimated duration andthe effet or probable effect whch such Force Majeure Event is having or will have on the Aected Pany’s performance ofits obligations under this Aersem (©) the measures which the Affected Party is taking oF proposes fo take for alleviating the impact of such Force Majeure Event; and (©) anyother information elevant tothe Affected Pays claim, ‘M52 The Affected Paty shall not be ented to any relief fr ot in respect of a Force Majeure Event unles it shall have notified th ether Party of the oeurrence of the Force Majeure Event as soon as reasonably practicable, and in any event no later than 7 (Seven) days alter the Affected Party knew, o oupht reasonably to have Known, of its occurrence, and shall have given yarticults ofthe probable material effect that the Force Majeure Event ig likely to have onthe performance of iis ‘obligations under this Agreement. 345.3 For so long asthe Affected Party continues to claim tobe materially affected by such Force Majeure Even, it shall provide the other Pety with rear (and not less than weekly) reports containing information as requred by Clause 345.1, and such other information as the other Party may reasonably request the Affected Pary to provide, 346 Effect of Force Maj nt on the Concession 3446.1 Upon the occurrence of any Force Majeure Event prior ty the Appointed Date, the period set forth in Clause 24.11 for achieving Financial Close shall be extended by perio equal in length othe daration ofthe Force Majeure Event. 34.62 Atany time after the Appointed Dae, if any Force Majete Event occu: (@) before COD, the Concession Pevod and the dates set forth inthe Project Completion Schedule stall be extended by a period equal in length tothe ‘duration for which such Fore Majeure Event Subvist: oF (6) afler COD, whereupon the Concessionaite is unable to elect Fee despite taking est ffons of itis diveted by the Authority to suspend the ees “Four taning of Khed-Sinnay SoetoRpCA-SO From Ko. 42.000 to Kim 177.000 (Design engin” 137.946 Kin) Unde NB 1 8 nthe State of Maharastira on DEPOT Bes onConcession Agreement collection thereof during the subsistence of sikh Force Majeure Event the Concession Period shall be extended by a period, equal in length tothe fevid during which the Concessionaire was prevented from collection af Fee on account thereo provided that in the erent of partial eallection of Fee where the daily collection is less than 9% (ninety per cent) of the Average Daily Fee, the Authority shall extend the Concession Period in Proportion tothe loss of Fee on a daily basis, For the avoidance of deub, loss of 25% (wenty-Five por cent in collection of Fess eompared tie Average Daily Fee for four days shall entitle the Concessionaire to extension of one day in the Concession Period. 347 Allocation of costs ing out of Force Majeure 347.1 Upon occurrence of any Force Majeure Event prior 1» the Appointed Date, the Pats shall ear their respective costs and no Party sll be reid 0 pay to the other Party any costs threo. 347.2 Upon occurrence of a Force Majeure Event after the Appointed Date, the costs incurred and attributable 10 such event and directly relating to the Project ihe “Foree Majeure Costs”) shal be allcated and pad as olan (@) upon occurence of s NonPoltcal Event, the Parties shall bear their ‘espective Force Majeute Costs and neither Panty shall be requeed to pay to the other Party any cost thereof (©) upon occurence of an Indirect Political vem, all Force Majeure Costs atributable to sueh Indteet Political Event, and not exceeding. the Insurance Cover for such Indirect Political Lt, shall be home by the Concessionsire, and to the extent Force Majure Costs exceed such lmsurance Cover, one half of such excess amount shall be reimbursed by ‘the Authority tothe Concession; and (©) upon occurence ofa Political Event, all Force Majeure Costs atibutable {0 such Political Event shall be reimbursed by the Aushority to the Concessionaire For the avoidance of doubt, Force Majeure Costs may include interest payments fon debt, ORM Expenses, any increase in the cost of Constttion Werke os account of inflaton and al ther costs directly atbutabe tothe Foree Majeure Event, but shall not nce loss of Fee revenues or det repayment obligations, and for determining such costs, information contained inthe Financial Packase ‘may be relied upon tothe extent hat such information is eleven. 34.7.3 Save and except as expressly provided inthis Article 34, neither Party shall be Niable in any manner whatsoever to the ther Party in respect of any lose, damage, om, expense, claims, demands and proceedings relitig to or ans out of ocourence of existenee of any Force Majeure Event or exerise of tay tight pursuant hereto, S48 Termination Notice for Force Majeure Event 50 From Km 42.000 to Km 177.000 (Design {fi/ ie Btn the State of Maharastra on DEEOT (el y_ ‘Pour Laning of Khe Snnar engl 197946 fin) Une Bass" ayConcession Agreement la Force Majeure Event subsists fora period of 180 (one hundred and eighty) dys or more within a continuous period of 365 (these hundred and sixty five) days, either Party may in its discretion terminate this Agreement by ‘SSUing Termination Notice to the other Party without temp lable in any manner whatsoever, save as provided in this. Article 34, and upon issue of such emnination Notice, this Agreement shall, notwiletanding anything. to the contrary contained erein, stand terminated foethwith; provided that before issuing such Termination Notie, the Pasty intending wo iste the Termination Notice Shall inform the other Party of such Intention and grart 15 (fifteen) daytime to ‘ake a representation, and may ater the expiry of such 15 (lifteen) days perio, whether of not it sin receipt of such representation, i its Soe discretion issue the Termination Notice, 349 Termination Payment for Force Majeure Event ‘69.1 If Termination ison account of a Non-Poliical Event, ihe Authority shall make a Termination Payment to the Concessonaie in an ameunt equal to 90% (ninety percent of the Debt Due les insurance Cover. 69.2 If Termination is on account of an Indirect Political Event, the Authority shal ‘make a Termination Payment tothe Concessionare in an amount equal (® Debt Due tess Insurance Cover; provided that if any insurance claims forming part ofthe Insurance Cover are not admitted and pad, then 80° (cighty per cent) of such unpaid claims shall be ineluded inthe ‘computation of Debt Da; and (6) 110% one hundred and ten percent) ofthe Adjusted Equity 5493 If Termination is on account of a Political Event the Authority shall make a Termination Payment to the Concessonaite in an amount thet would be payable Under Clause 37.3.2 as if it were an Authority Default 34.10 Dispute resolution In the event that the Parties are unable to agre in good faith about the occurence or existence of a Force Majeure Event, such Dispute shall be nally settled accordance with the Dispute Resoltion Procedure; provided thatthe burden of proof a othe occurence or existence of sich Force Majeure Event shall e upon the Party clsiming relief andior excuse on account of suck Force Majeure Event MAL Excuse from performance of ubligations UE the AMfected Party is rendered wholly or partially unable to perform its obligations under this Agreement because of a Force Majeure Event it shall be «xeused from performance of such ofits obligations to the extet its unable to perform on acount of such Force Majeure Event: proved thet (@) the suspension of performance shall be of no greater scope and of no long duration than is resonably required bythe Forve Majeure Event: (b) the flected Party shall make all reasonable efforts to mitigate or limit ‘our taning of Khed-Sinnar Section of tength = 15746 Ko) Under MDP Kim 42.000 Kim 17-000 (Design P\the State of Maharashtra on DEPOTConcession Agreement damage to the other Paty arising out of or as a result ofthe existence oe occurrence of such Force Majeure Event and to cure the same with due diligence: and (2 when the Affected Party is able ro resume performance ofits obligations under this Agreement, it shall pve to the other Party notice to thal effect and shall prompaly resume performance of ts oMigations bercundee ‘our Loring of Khe Siar 50 From Km 42.006 19 Kin 177,000 (Design Length “197.946 Kn) Un WB m the State of Maharashta on BBFOT {| Basis? 34 &Coneession Agreement ARTICLE 35 COMPENSATION FOR BREACH OF AGREEMENT 381 Compensation for default by the Concessionaire ‘Subject to the provisions of Clause 35.6, inthe event ofthe Concessions hing in wei taut or breach of this Agreement t shall pay tothe Authority by say of compensation, all dnet costs suffered or incur by the Authority so consequence of such material defautor breach, within 30 (thirty) days of receipt of the demand supported by necessary particulars thereof, provided that to compensation shall be payable under this Clause 35.1 for any material breach or

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