National Highways Authority of India (Ministry of Road Transport & Highways, Government of India) CONTRACT AGREEMENT FOR Construction of ROB and PUP including Slip Road Median, RCC Drain, Footpath etc. from Km.441.970 to Km.443.560 at Saundad on NH-53 (Old NH-6) in the State of Maharashtra on EPC Mode BETWEEN NATIONAL HIGHWAYS AUTHORITY OF INDIA Regional Office-Nagpur “Narang Towers”, 1° Floor, Opp. O/o. Dy. Commissioner of Police | Traffic (Nagpur City), Palm Road, Civil Lines, Nagpur-440001, / Maharashtra AND M/s.Rajdeep Buildcon Private Limited “Rajdeep House” Savedi, Anmednagar-414003, Maharashtra Vol.-|_ -Contract Agreement & Schedules Vol.-Il - Annexures Vol.-IIl - Drawings | On 5‘ November, 2018INDEX ‘SI.No. | Volume Particulars Pages: 1 Vol.-1 | Contract Agreement & Schedules 1-206 2 Vol-Il_ |Annexures 208-493 3 Vol-II| | Drawings 495-501[ Contents Page No. CONRACT AGREEMENT |Agreement Hindi & English 1-134 PARTI _| Preliminary '1___ Article — 4 - Definitions and Interpretation 1.1 Definitions 7 1.2 _ Interpretation 7-10 1.3 Measurements and arithmetic conventions 10 1.4 _ Priority of agreements and errors/discrepancies 10-11 PART I ‘Scope of the Project 2 Article — 2 - Scope of the Project 2.1 Scope of the Project 13 3 Article - 3 - Obligations of the Contractor 2 3.1 Obligations of the Contractor 14-15 3.2 Obligations relating to sub-contracts and any other| 15-16 agreements 3.3 Employment of foreign nationals 16-17 3.4 Contractor's personnel 17 3.5 Advertisement on Project Highway 17 3.6 Contractor's care of the Works. 18 3.7 Electricity, water and other services 18 3.8 Unforeseeable difficulties 18 ‘4 Article — 4 - Obligations of the Authority 4.1___ Obligations of the Authority _ 19-21 4.2 Maintenance obligations prior to the Appointed Date 21 4.3 Environmental Clearances 21 ‘5 Article — 5 - Representations and Warranties (5.1 Representations and warranties of the Contractor 22-23 5.2 Representations and warranties of the Authority | 24 5.3 Disclosure 24 & Article - 6 - Disclaimer | ‘6.1 Disclaimer 25 (PART II - Construction and Maintenance 7 Article - 7 - Performance Security | 7.4 Performance Security _ — 27-26 | |7.2__ Extension of Performance Security 28 | 7.3 Appropriation of Performance Security I 28-29 }Contents Page No. | 7.4 Release of Performance Security 29 7.5 Retention Money 29-30 8 Article — 8 - Right of Way 8.1 The Site 31 8.2 Procurement of the Site 31-32 8.3 Damages for delay in handing over the Site 32-33 8.4 Site to be free from Encumbrances 4 8.5 Protection of Site from encroachments 34 8.6 Specialtemporary Right of Way 34 | |8.7 Access to the Authority and the Authority's Engineer 35 ‘8.8 — Geological and archaeological finds 35 9 Article — 9 - Utilities and Trees 9.1 Existing ufilities and roads 36 9.2 Shifting of obstructing utilities 36 9.3 New utilities _ 36-37 9.4 Felling of tees 37 10 Article - 10 - Design and Construction of the Project/ Highway 10.1 Obligations prior to commencement of Works 38-40 10.2 Design and Drawings 40-42 10.3 Construction of the Project Highway 43 10.4 Maintenance during Construction Period 44 10.5 Extension of time for completion 44-46 10.6 Incomplete Works 46 10.7 Maintenance Manual 46 11 Article — 11 - Quality Assurance, Monitoring and| | Supervision 41.4_Quality of Materials and workmanship 47 (11.2 Quality control system 47 11.3 Methodology 48 (11.4 Inspection and technical audit by the Authority 48 (11.5 External technical audit 48 41.6 Inspection of construction records 48 (11.7__Monthly progress reports 48 (11.8 Inspection 48-49 11.9 Samples 49 11.10 Tests 49-50 | 11.41 Examination of work before covering up 50 | 11.12 Rejection — 50-51 | (11.13 Remedial work st 11.14 Delays during construction il 11.15 Quality control records and Documents. 52 | 41.16 Video recording 62 |Contents Page No. 11.17 Suspension of unsafe Construction Works 52 12 Article - 12 - Completion Certificate [12.1 Tests on completion 53 12,2 Provisional Certificate 53-55 12.3 Completion of remaining Works 55 [12.4 Completion Certificate 55 12.5 Rescheduling of Tests 55. 13 Article - 13 - Change of Scope 13.1_Change of Scope 56 13.2 Procedure for Change of Scope 56-57 13.3 Payment for Change of Scope 58 13.4 Restrictions on Change of Scope 58 13.5 Power of the Authority to undertake works 58-59 14 Article - 14 - Maintenance 14.1 Maintenance obligations of the Contractor 60-61 14.2 Maintenance Requirements 61 14.3 Maintenance Programme 61 14.4 Safety, vehicle breakdowns and accidents 61-62 14.5 Lane closure 62 14.6 Reduction of payment for non-performance of 62 Maintenance obligations 14.7 Authority's right to take remedial measures 63 14.8 Restoration of loss or damage to Project Highway 63-64 44.9 Overriding powers of the Authority 15 Article - 15 - Supervision and Monitoring during l Maintenance (15.1 _ Inspection by the Contractor 65 [15.2 Inspection and payments _ 65-66 15.3 Tests 66 15.4 Reports of unusual occurrence 66 16 Article - 16 - Traffic Regulation 16.1 Traffic regulation by the Contractor 67 17 Article - 17 - Defects Liability 17.1 Defects Liability Period 68 17.2 Remedying Defects 68 117.3 Cost of remedying Defects 68. 17.4 Contractor's failure to rectify. Defects 69 17.5 Contractor to search cause 69 17.6 Extension of Defects Liability Period 69 18 Article — 18 - Authority’s Engineer 18.1 Appointment of the Authority's Engineer | 70 18.2 Duties and authority of the Authority's Engineer 70Contents Page No. 418.3 Delegation by the Authority's Engineer 71 18.4 Instructions of the Authority's Engineer 7A 18.5 Determination by the Authority's Engineer 72 18.8 Remuneration of the Authority's Engineer 72 18.7 Termination of the Authority's Engineer 72 PART IV Financial Covenants 19 Article - 19 - Payments 19.4 Contract Price 74 19.2 Advance Payment 75-76 19.3 Procedure for estimating the payment for the Works 7 19.4 Stage Payment Statement for Works 77 19.5 Stage Payment for Works 78 19.6 Monthly Maintenance Statement of the Project Highway 79 19.7 Payment for Maintenance of the Project Highway 79 19.8 Payment of Damages 80 19.9 Time of payment and interest 80-81 19.10. Price adjustment for the Works a 81-84 19.11 Restrictions on price adjustment | 84 19.12. Price adjustment for Maintenance of Project Highway 85 19.13 Final Payment Statement 85-86 (19.14 Discharge 86 19.15 Final Payment Certificate 86 (19.16 Final payment statement for Maintenance 87 19.17 Change in law 87 (19.18 Correction of Interim Payment Certificates 88 49.19 Authority's claims _ 88 (19.20 Bonus for early completion 88 20 Article - 20 - Insurance (20.1 Insurance for Works and Maintenance 89-90 '20.2 Notice to the Authority 90 20.3 Evidence of Insurance Cover 90-91 Remedy for failure to insure ot Waiver of subrogation 91 Contractor's waiver - 1 Cross liabilities 91 Accident or injury to workmen. 92 Insurance against accident to workmen | 92 (20.10 Application of insurance proceeds 92 20.11 Compliance with policy conditions. 92 [ Part V Force Majeure and Termination |21___Article — 24 - Force Majeure 21.1 Force Majeure i 94Contents __| Page No. 24.2 _Non-Political Event _ 94.95 21.3 Indirect Political Event 95. 21.4 Political Event 95-96 | 21.5 Duty to report Force Majeure Event ~ 96-97 21.6 Effect of Force Majeure Event on the Agreement | 97 21.7 Termination Notice for Force Majeure Event 98 21.8 Termination Payment for Force Majeure Event 98 21.9 Dispute resolution 99 21.10 Excuse from performance of obligations 99 22 Article - 22 - Suspension of Contractor’s Rights 22.1 Suspension upon Contractor Default 100 22.2 Authority to act on behalf of the Contractor 100 22.3 Revocation of Suspension 100-101 22.4 Termination 101 23 Article - 23 - Termination 23.1 Termination for Contractor Default 102-104 23,2 Termination for Authority Default 104-105 23.3 Termination for Authority's convenience 105, 23.4 Requirements after Termination 105, 23.5 Valuation of Unpaid Works 106 23.6 Termination Payment | 106-107 23.7 Other rights and obligations of the Parties 108 23.8 Survival of rights 108 PART VI ‘Other Provisions 24 Article - 24 - Assignment and Charges 24.1 Restrictions on assignment and charges 110 24.2 __Hypothecation of Materials or Plant 110 26 ___ Article — 25 - Liability and Indemnity 25.1 General indemnity = 114 25.2 Indemnity by the Contractor 111-112 25.3 Notice and contest of claims. 112 (25.4 Defence of claims 4112-113 (25.5 No consequential claims 114 25.6 Survival on Termination 114 26 Article - 26 - Dispute Resolution 26.1 Dispute Resolution 115, } 26.2 Conciliation 415 | 26.3 Arbitration 115-116 26.4 Adjudication by Regulatory Authority, Tribunal or 116 CommissionContents Page No. 27 _ Article - 27 - Miscellaneous 27.1 Governing law and jurisdiction 417 27.2 Waiver of immunity 417 27.3 Delayed payments. m7 27.4 Waiver 118 \27.5 Liability for review of Documents and Drawings 118 27.6 Exclusion of implied warranties etc. 118 27.7 Survival 119 27.8 Entire Agreement 119 27.9 Severability 119 27.10 _ No partnership 120 27.11 Third Parties 120 [27.12 Successors and assions 120 27.13 Notices 120-124 27.14 Language _ - 121 27.15 Counterparts 124 27.16 Confidentiality 121 27.17 Copyright and Intellectual Property rights 121-122 27.18 Limitation of Liability 122 [28 Article - 28 - Definitions 28.1 Definitions 123-134SCHEDULES ‘Schedule’ Contents Page No. A | Site of the Project 136-142 B | Development of the Project Highway 143-160 C | Project Facilities 161-162 D | Specifications and Standards 163-164 E Maintenance Requirements 165-169 F Applicable Permits - 170 G Form of Bank Guarantees 171-182 H | Contract Price Weightages 183-185 I Drawings 186-187 J | Project Completion Schedule 188-189 K | Tests on Completion 7 1890-191 roo Provisional/ Completion Certificate 192-193 M Payment reduction for non-compliance: 194-195 N Selection of Authority's Engineer 196-203 ° Forms of Payment Statements 204 P Insurance a 205-206Vol.-Il- ANNEXURES Contents Page No. Notice Inviting Bid 211-213 Section-1 | Introduction 215-218 Section-2 | Instructions to Bidders 219-245 ' Section-3 _ Evaluation of Technical Bids and Opening | 246-249 | & evaluation of Financial Bids Section-4 | Fraud and Corruption Practices 250-251 Section-5 | Pre-Bid Conference 252- Section-6 | Miscellaneous 253-296 Corrigendum - 1 297-300 Reply to Pre-Bid Queries 301-364 Financial Offer by the Bidder 365-37 Letter of Acceptance 368-370 Power of Attorney 371-373 Legal Opinion 374-410 Integrity Pact 411-418 Documents submitted by Bidder 419-493Vol.-IIl - Drawings SI. ] No. Drawing No. Title Page No. 1 | Project Location map 495 2 |P-2548/SAUNDAD- ‘Survey Plan 496 ROB/SURVEY PLAN 3. |P-2548/SAUNDAD-ROB/ | General ‘Arrangement! 497 GEN/101/SHEET 10F | Drawing of ROB 2IR2 4 |P-2548/SAUNDAD-ROB/ | Details of Typical Cross| 498 GEN/101/SHEET20F | Section for Saundad ROB 2IR2 5 |P-2548/SAUNDAD-ROB/ | Typical Cross Section for 499 TCS/101/SHEET 10F2 | Saundand ROB 6 |P-2548/SAUNDAD-ROB/ | Typical Cross Section for 600-807 TCS/MO1/SHEET 20F 2 | Saundand ROBVOLUME -!eohratea, weer ste Frater arqeer hoa tect a et pe . and & usaf, wee oRaet otk Wornt dart, aT TRON ARTA S, fereoT het ser, area weha wort wre, ot — 5 vd 6, Wace — 10, EIT, AE ec = 07s art 8 (RR get ged cee “MER daha fear wen & ote frat 4 oa ae gad det oer ote 8 Sorina 7 8, FAS wee, ureanh ote epee eM), TH Ge: att thy wor farseta wéte fates, wordy tee, Wed, aEMTTTE 414003 (ERT) Fe Gh ei re wear “aerer” daftia fear ver 8 fet we ae gH Hef aera aret aT TN 024239 LS OCT 2 B, gad ore ote argue wage ay gach vast enfier e), gare Ss | Stomp Heard Clerk / Sr. Oh2 IS BERSwy St cat Fee aA ST Sue free fA, ae ote aE wt Frente rer ak aye fra | ‘Ue OR EPC SER W ENTS WHI S UST Worf GT 63 (GMAT UN. 6) S sits fA. aat970 B FRA. 449.560 TH asta wa Ca. S ueT why Ve Pes, ae ik ATMHGY AWE fans Egat ¢ ee RARE aTkET ART Ros 2 iar 2 ar a. ot pl wy CRE) ROT. Bes why, FURLCONTRACT AGREEMENT (ENGLISH)eur UN Take TN 024238 25 Of tow Ss sk 1 Sz. Cat ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT THIS AGREEMENT is entered into on this the 5" Day of November, 2018 AND The President of India through the Ministry of Road Transport & Highways, Government of India represented by Chairman, National Highways Authority of India G-5 & 6, Sector 10, Dwarka, New Delhi- 110075 (hereinafter referred to as the “Authority” which expression shall, unless repugnant to the context or meaning thereof, include its administrators, successors and assigns) of One Part; Mis, Rajdeep Buildcon Private Limited means the selected bidder having its registered office at “Rajdeep House’, Savedi, Ahmednagar 414003, Maharashtra (hereinafter referred to as the “Contractor” which expression shall, unless repugnant to the context or meaning thereof, include its successors and permitted assigns) of the Other reNational Highways Authority of India EPC Agreement WHEREAS : (A) The Government of India had entrusted to the Authority the cevelopment, maintenance and management of National Highway No, 53 including the ROB and PUP including Slip Road Median, RCC Drain, Footpath ete. from Km.441.970 to Km.443,560 at Saundad. (8) The Authority had resolved to rehabilitate and augment the existing road at Saundad on National Highway No. 53 (hereinafter called the "NH - 53") in the State of Maharashtra by 4/6-laning on Engineering, Procurement, Construction ("EPC") basis in accordance with the terms and conditions to be set forth in an agreement to be entered into. (C) The Authority had accordingly invited proposals by its (the “Request for Proposal” or “RFP") for short listing of bidders for EPC of the above referred section of NH -53 and had shortlisted certain bidders including, inter alia, the selected bidder. (D) The Authority had prescribed the technical and commercial terms and conditions, and invited bids RFP from the bidders shortlisted pursuant te the RFP for undertaking the Project. (E) After evaluation of the bids received, the Authority had accepted the bid of the selected bidder and issued its Letter of Acceptance No. NHAVRO-NAG/Saundad — ROB/2018/1918 dated 24.10.2018 (hereinafter called the "LOA") to the selected bidder for rehabilitation and augmentation of the above section of NH 6 at the contract price specified hereinafter, requiring the selected bidder to inter alia: () deliver to the Authority a legal opinion from the legal counsel of the selected bidder with respect to the authority of the selected bidder to enter into this Agreement and the enforceability of the provisions thereof, within 10 (ten) days of the date of issue of LOA; and (i) execute this Agreement within 15 (fifteen) days of the date of Issue of LOA. (F) The Contractor has fulfilled the requirements specified in Recital (E) above; ma (OW THEREFORE in consideration of the foregoing and the ‘5 }jespective covenants and agreements set forth in this Agreement, the S/pufficiency and adequacy of which is hereby acknowledged, the Authority hereby covenants to pay the Contractor, in consideration of. the obligations specified herein, the Contract Price of such other sya 31 208 and. PUP icharg Sip Reed Medan RCC Dan, Footpan tz fom Kmn.441970 to 1 Saundad on NESS (01d NH Sine Sab creates on MacaNational Highways Authority of India EPC Agreement as may become payable under the provisions of the Agreement at the times and in the manner specified by the Agreement and intending to be legally bound hereby, the Parties agree as follows: The following documents attached hereto shall be deemed to form an integral part of this Contract: (a) Volume-t: The Agreement & Schedules; (8) Annexures:- RFP Corrigendum to the Agreement; Addendum, if any, to RFP; Letter comprising the financial Bid; Letter of Acceptance; Power of Attorney; Joint Venture Agreement, if any; Legal opinion; And other documents as per Index of Volume- | (B) (C) Drawings (b) Volume-lI: Technical Bid ra PUP mcusrg Sip Rosa Westen, 4Cc Orn, 41 070 to Krn4e8 600 et Saundad on NIGSS (O18 NP Page 11 of 139 ‘nt Seo metarsnve on EPC oeNational Highways Authority of India EPC Agreement 141 1.2 1.2.4 ARTICLE 1 DEFINITIONS AND INTERPRETATION Definitions The words and expressions beginning with capital letters and defined in this Agreement (including those in Article 28) shall, unless the context otherwise requires, have the meaning ascribed thereto herein, and the words and expressions defined in the Schedules and used therein shall have the meaning ascribed thereto in the Schedules. Interpretation In this Agreement, unless the context otherwise requires, (@) references to any legisiation or any provision thereof shall include amendment or re-enactment or consolidation of such legislation or any provision thereof so far as such amendment or re-enactment or consolidation applies or is capable of applying to any transaction entered into hereunder, (b) references to laws of India or Indian law or regulation having ‘the force of law shalll include the laws, acts, ordinances, rules, regulations, bye laws or notifications which have the force of law in the territory of India and as from time to time may be amended, modified, supplemented, extended or re-enacted; (0) _ references to a “person” and words denoting a natural person shall be construed as a reference to any individual, firm, company, corporation, society, trust, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) of two or more of the above and shall include successors and assigns; (4) the table of contents, headings or sub-headings in this Agreement are for convenience of reference only and shall not be used in, and shall not affect, the construction or interpretation of this Agreement; the words “include” and “including” are to be construed without limitation and shall be deemed to be followed by “without Sa hilo. limitaon® or "but not limited to" whether or not they are<: followed by such phrases; a g S, A conaucten ot may, ct or, Feopa oom ket 07m mst 360 Xt Sunde on 9 (ON ora ‘je ai oraraaane on 2 node