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    22 views37 pages

    Understood Turnkey or DB After Reading This PDF

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    Apoorva

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    © All Rights Reserved
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    of 37
    INDIA NON JUDICIAL e-Stamp Certificate No. + IN-KA84491176245161L_ Certificate Issued Date + 24-May-2013 11:10 AM Account Reference + SHCIL (Fi)/ ka-sheil/ JC ROAD/ KA-BA Unique Doc. Reference + SUBIN-KAKA-SHCIL33614277723487L Purchased by : OZONE URBANA INFRA DEVELOPERS PVT.LTD Description of Document + Article 5 Agreement relating to Sale of Immoveable property Description : TURNKEY CONTRACTOR AGREEMENT Consideration Price (Rs.) 70 (Zero) pea First Party OZONE URBANA INFRA DEVELOPERS PVT LTD (ey ‘Second Party SYNERGY PROPERTY DEVELOPMENT SERVICES PVT LTD MS ‘Stamp Duty Paid By : OZONE URBANA INFRA DEVELOPERS PVT LTD at ‘Stamp Duty Amount(Rs.) + 300 UW (Three Hundred only) 6 ix Ox Please write or type below this ins % S Statutory Alert 41 Tha Conact eta oF ACCS, SHLIL Ofte and BROS are srt Cres ACE SHEL Osan suboger: O TURNKEY CONTRACTOR AGREEMENT ‘This AGREEMENT is made at Bangalore on the of 2013 by and between OZONE URBANA INFRA DEVELOPERS PRIVATE LIMITED, a Company incorporated under the provisions of the Companies Act, 1956 having is office at 38, Ulsoor Road, Bangalore - 560 038 represented herein by its Director, Mr. 8. Vasudevan, [hereinafter referred as the ‘Developer’ or "Ozone" which expression shall unless repugnant to the context or meaning thereof, be deemed to mean and include its successors in interest, legal representatives and permitted assigns] of the FIRST PART AND SYNERGY PROPERTY DEVELOPMENT SERVICES PRIVATE LIMITED, a Company incorporates Under the provisions of the Companies Act, 1956 having its office at First Floor, “Pine Valley", Embassy ‘Golf Links Business Park, Off Intermediate Ring Road, Bangalore-560 071, represented herein by its Ghaimman & Managing Director, Mr. Sankey Prasad [hereinafter referred as ‘Contractor’ or “Synergy'which expressions shall unless ropugnant to the context or meaning thereo!, be deemed fo mean and include its successors in interest, legal representatives and pormitted assigns] of the ‘SECOND PART ‘The Developer and Synorgy may individually be referred to as a “Party” and collectively as "Parties, WHEREAS: A. Tho Developer is the absolute legal owner and possessed of or otherwise well and sufficiently “enited to all that piece and pareol of Land in its project Ozone Urbana - Serene situated at Kannamangala Village, Devanahalli Taluk, Bangalore where the Developer is desirous of building the Residential Apartment Project “Ozone Urbana - Serene” (hereinafter referred to 2s ‘the Project): B. Synergy has sufficient experience and expertise in providing services as a turnkey contractor fer real estate projects and in undertaking Works for projects with all the work incidental and necessary for i's successful implementation and integrating this with the design prepared by the Other Consultants, C. That the Developer is desirous of appointing a turnkey contractor for the construction of the Project and Synergy has offered to provide the Turnkey Work vith regard to the sad Project (Works’) and based an the representations made by Synergy, the Developer has issued an Lol dated 18 March 2013 to Synergy and Synergy has agreed to undertake the Works for the Developer upon mutually agreed terms and conditions hereinafter appearing D. Synergy has examined the Project Site and has submitted proposals inclusing specication for carrying out the Works. This Agreement read along with the following Annexure (hereinafter collectively called the ‘Contract Documents’) shall constitute the Contract, + Annexure A Part |- Scope of Works Part ll- Technical Specifications + Annexure B Price Summary + Annexure C Contract Programme «synergy ofer dated 12"February 2013 and final offer da Page t of 2 Now in consideration of the terms herein under stated it is hereby agreed between the Parties 38 follows: ‘Scope of Works “The Scope of Works involves the total construction works relating to the residential apartments “Ozone Urbana - Serene” on a turnkey basis, including installation of necessary services infrastructure with ts associated support infrastructure as per the Technical Specification in Annexure - A and price ‘summary in Annexure -B, ‘Other agreed terms of the Scope of Works: ') ‘The Structural integrity and the safety of the entire structures in the Project will be the responsibilty of the Structural Consultant and Synergy shall follow necessary GFC drawings, specifications and method statement to ensure constructon stage safety during the Construction slage. Design of structure is responsibilty of Structural Consultant. All execution shall be done based on structural GFCs issued by the Structural Consultant. ii) The Ozone's representative willbe present at all Design Review Meetings ii) All Good for Construction drawings (‘GFC’s") will be signed by the Developer before release, iv) Mock-up of finishing for tiles and paint wil approved by the Developer with the options, presented by Synergy. \) DG shall be of Cummins /Kirloskar / Volvo /Ashok Leyland or a make approved by Ozone, Vi) _Lifts provided in the Project will be of Otis! Kone/ Thyssenkrupp! Fujtech / Schindler make vi) Water proofing wil be guaranteed for 10 years. vii) PVC pipes shall be of Astral /Supreme / Prince make or as approved make for water supply. ix), OBD shall be of Asian! Berger/ Nerotac! Jotun make from an authorised applicator. %) Any reduction in specification or elimination of any itern that shall result in proportionate reduction of actual cost shall be passed onto Ozone, except for value engineering suggestions given by synergy and accepted by Ozone / Consultants. Contract Sum a) The total Contract Sum, for all purposes of this Contract has been arrived at Rs.77,06,24,960/- (Rupees Seventy Seven Crores Six Lakhs Twenty Four Thousand Nine Hundred and Sixty Only) inclusive of all duties and taxes, Service Tax, VAT on the Works Contract, other prevailing central and local taxes, levies, duties, Octroi,eto,for the performance of the accepted Works and Synergy shall be solely lable for the same. This cost is based on a unit rate of Rs.2065/- per square feet of built up area. The final contract sum shall be based on the actual built up area as cerlfied by the architect.[t is hereby agreed that the Developer shall assume no liabilly whatsoever for any claims made on Synergy by any Goverment departmentiagency on Synergy’s Turnover. Syneray hereby agrees to indemnify and keep the Developer indemnified against all claims provided such claims, losses, liabilities for damages losses, lablities or damages suffered by the Developer out of ary non paymentnon—compliance of such cess levies and taxes are provided they are payable by Synergy. [An INR conversion rate of 1 USS = INR 55/- is being assumed only for direct Contracts with foreign partes. (b) The Contract Sum is deemed to include the cost of all works necessary for the timely and satisfactory completion of the Works in its entirety as per scope agreed in this agreement Page 2 of 36 24 22 23 24 25 26 27 3a 32 33 34 38 ‘Assumptions and Exclusions Please refer to all assumptions and exclusions in Annexure A. ‘Synergy shall be free to decide their procurement strategy, in a way that there shall be no limitation to sub-divide the work into as many Work Orders, or import specific items of work from abroad as long 3s there is no additional cost to the Developer and the construction is as per the agreed Specifications under Annexure - A. In the event of any change in the import duty and / or VAT Value or any other ‘major change in taxes or any new statutory taxes imposed by Government of Karnataka or other ‘associated charges, then Synergy shall be reimbursed the additional amount as per acivals, ‘Additionally, as per the Technical Specification in Annexure - A, should there be any design changes or specifications leading to additional cost, impact of the same should be assessed by Synergy & Ozone and reimbursed to Synergy. For details, refer Clause 8 and 9 of this Agreement Basie price of coment, steel has been mentioned in Clause 10 ofthis Agreement, Any change in basic price shall be to the account of the Developer. “The terms of payment are mentioned in Annexure D. The payment would be made subject to approval by the Developer. ‘Synergy shail ensure that Project is completed as per the Scope of Works mentioned in Annexure - A ‘and Annexure - C imespective of the number of work orders that needs to be issued to complete the Project, Time is the essence of this Agreement. Synergy’s Obligations:- ‘Synergy and or its Sub-Contractor shall, subject tothe provisions of this Agreement: (a) Undertake and complete the Works diligently and in a good and workmanlike manner, in accordance with the provisions of Contract Documents and shall ensure reasonable skill and care while executing the Works including the selection of any specifications for the materials and goods {and workmanship to be used in the Works: and () provide all services, labour, materials, Synoray's equipment, temporary works. transport to and from and in orabout the Site and everything, whether of a temporary or permanent nature, fs required in and for such construction and completion so far as the necessity for providing the (6) Comply with any and ail statutory requirements applicable to the Works including obtaining ll approvals and consents and statulory requirements like VAT, Service Tax, and ES! & PF ‘applicable to the Works. ‘Synergy will be fully responsible for the, execution of the Works and shall absolutely guarantee the {quality for a specified duration to Ozone, independent of fault, materials and workmanship for all the Works. ‘To the extent required by the Project, Synergy shall institute a quality assurance system, and for this purpose Synergy shall submit to the Developer Syneray's plan for the quality assurance systems within BY days of signing of the Agreement as a part of the Development Strategy Report submitted by Synergy. “The Parties hereby agree that compliance with such approved quality assurance system shail not relieve Synergy from any of its other duties, obligations or jabilties under the Agreement and the Developer wil not be liable in any manner whatsoever notwithstanding the approval given by the Developer of the said system. Where any State / Central Act, Regulation or Bye-law requires that a separate check of the design or & test shall be carried out as per IS Code prior to the on oF 36 37 38 39 30 312 3.13 loading of any permanent and temporary works Synergy shall arrange and carry out such check or est at its own costs. If after commencement of the construction works under this Agreement, Synergy is required to perform any new test or check, the same shail be done at the cost of Developer ‘Synergy shall take full and unequivocal responsibilty for the safety of all site operations and methods (of construction, {(@) From the commencement of the Works to the date of the issuance of the Substantial Completion Certificate for the whole of the Works, Synergy shall, save as in sub-clause 3.7 (b) hereof, take full responsibilty for the care of the Works and for materials, plant and equipment for incorporation therein land shall at its own cost replace, repair and make good any damage, loss or injury to the same so that ‘at completion the Works shall be in good order and condition and in conformity in every respect with the requirements of the Agreement and the Developers instructions. Synergy shall also be liable for any damage to the Works occasioned by it in the course of any operations carried out by it under this ‘Agreement / Contract Documents / Work Orders, provided such damages are caused either by ‘Synergy, its agents or employees or representatives of Synergy or by its sub Contractors. (©) Synergy —shalltake full responsibilty for any remedial’ rectification Works, which itundertakes to finish from the start of the Works till the completion of the Substantial Completion Certificate until! such outstanding work has been completed. If any accident occurs to the workmen, authorised personnel of Synergy / sub ~ contractors third Parties appointed by Synergy, or any failure or ather event occurs due to any cause whatsoever {0 but ‘on account of Synergy, or in connection with the remedial / recifiation Works or any part thereat ‘Synergy shall immediately report the accident, failure or event to the Developer, and unless otherwise directed by the Developer generally or in any particular respect conduct a full investigation into the said accident, failure or event in order to determine the cause or reason for the accident, falure ‘or event and submit a report thereon to the Developer. ‘Synergy shall not, however, cause remedial work to be carried out in respect thereof until directed 10 d9'80 by the Developer in writing, provided the Developer accords such direction at the earliest. And lupon being so directed Synergy shall proceed with the remedial works within a mutually agreod duration, ‘Where the Developer, its employee or any person or body appointed or authorised by it carried out any investigation in relation to any accident, failure or other event which has occurred to. in or in connection with the Works or any part thereof for the purpose of determining the cause or reason for the said ‘accident, failure or event, Synergy shall render all such necessary assistance and facies as may be feauired by the Developer, its employee or such person or body including the giving of access to all Specification, designs, records or other avaiable information relating to the Works, by reason of any accident, or failure, or other event occurring to in or in connection with the Works. oF ‘any part thereof, either during the execution of the Works or during the Defects Liability Period, any Femedial or other work or repair shall, in the opinion of the Developer be urgently necessary for the Safely of the Works or the public and Synergy fails to immediately do such work or repair, within the ‘mutually agreed duration the Developer may employ and pay other persons to carry out such work or repair as the Developer may consider necessary. If the work or repair so done by the Developer is ‘work which, in the opinion of the Developer, Synergy was liable to do at its own expense under the ‘Agreement, al costs and charges properly incurred by the Developer in so doing shall be recoverable from Synergy by the Developer. or may be deducted by the Developer from any monies due or wich may become due to Synergy. Ail such direct Works, which the Developer carries out, shall be done so by the Developer at the cost and expense of Synergy and Synergy shall not stand guarantee to the Quality and workmanship of such work carried by the Developer. ‘Synergy shall not employ any other Consultants (other than those appointed by Ozone) witiout the: prior consent of the Developer. Synergy’s attention is also drawn to the fact that the said consultants / professionals shall be retained throughout the Agreement Period for the supervision of the Works and they shall not be discharged without the consent af the Developer. Synergy shall be deemed to have inspected and examined the Site and its surroundings and to have satisfied itself and allowed in the Contract Sum as to the form and nature of the rxlent and sper specifications attached and the means of access to 314 315 318 347 318 ‘Synergy represents that itis skiled in the professional callings necessary to perform the Works and acknowledges that the Developer is relying upon the skil and knowledge of Synergy. Synergy accepts the relationship of ust and confidence established by this Agroement and shall exercise ite best skill ‘and judgment and shall cooperate with the Developer to further the interests of the Developer Synergy ‘shall perform the Works under this Agreement in accordance with the professional standard and ually, which prevails among reputable, well-qualified, recognized, firms porforming services of tho nature and in the locations encompassed within this Agreement. All Works shall bo performed by well qualified, efficient, propery-trained and adequately supervised Sub contractors, and employees of ‘Synergy in accordance with the foregoing professional standards, Nothing contained in this Agreement shall create @ contractual relationship between the Developer and such Sub contractors, suppliers or third parties. Upon the issuance of Substantial Completion Certificate, all representations, warranties, liabilties and indemnities (including defect labities) provided by any Third Party Service Providers / ‘Suppliers / Sub - Contractors to Synergy in relation to the Work carried under this Agreement and Contract Documents shall be automaticaly substituted in favour of the Developer and passed on to the Developer from Synergy. Accordingly, upon achieving Substantial Completion, the Third Party Service Providers / Subcontractors engaged for the Project shall be directly responsible to the Developer for any breach of representations, warranties, liabilties, dofect liabilities and indemnilies under the Third Party Service Agreements / Contracts, without any recourse to Synergy in any manner whatsoever, ‘Synergy shall supervise and direct all the Project works, using Synergy’s best skill and altention. Synergy shall be solely responsible for and have control over construction means, methods techniques, sequences and procedures. ‘Synergy acknowladges that itis Synergy’s responsibilty to hire all personne! for the proper and ailigent prosecution of all Works, and Synergy shall use its best efforts to maintain labour peace for the duration of all the project Works. If a labour dispute occurs on the Project that is within Syneray’s Control, then Synergy shall not be entitled to any increase in the Contract Sum for the Works. ‘Synergy shall require that all of Synergy’s employees, Subcontractors and their agents and employees, and other persons performing portions of any of the Project works under a contract wih Synergy, perform the work in a safe manner and in compliance with all applicable Laws and Contract Documents, ‘Synergy shall keep the project Site and surrounding areas free from accumulation of waste materials or rubbish caused by operations under the Agreement. At completion of all the Works, Synergy shalt remove from and about the project Site waste materials, rubbish, Synergy’s tools, construction ‘equipment, machinery etc, Synergy shall remove all spillage and tracking arising from the performance of the Works from such areas. Term & Contract Programme ‘The Project Site for commencement of the Works was handed over to Syneray on 19"April 2043, which will also be the Commencement Date of the Agreement. The whole of the Works shall be completed by Synergy within 25 months from the Commencement Date of PCC Works, that is to say the Completion Date shall be 30” April 2015. “The agreed achodule for completion of the works is as follows:- «Issue of LO! from Ozone 18"Mar 2013 «Star of Construction works {8"Ao 2019 0 20 days fom he isve of LO! whichever + Substantial competion of works; 18" Mar 2015 + De-snagging and Handover 18°May 2016 ‘= Completion of the dofect liability period - 18” May 2016or 12 months from the date of Substantial Completion Certificate, whichever is later. ‘+ However the above dates will change based on the actual handing over of site by Ozone to 4a 42 43 44 64 62 63 at Time is the essence of the Agreement and Synergy shall deploy all efforts / resources to ensure all interim and final milestone dates are achieved. ‘Synergy shall complete the execution of Scope of Works in all respects to be regularly and diligently Carried out in such an order, manner and time as detailed in Annexure - C so as to ensure completion of the Scope of Works as aforesaid. Within 30 (Thirty) days from the date of this Agreement, Synergy will prepare a comprehensive Execution Programme, which shall be inline with Annexure - C. This "approved" Execution Programme ‘shall form the basis of all construction works performed by Synergy and shall be a part of the Development Strategy report submitted by Synergy. ‘The performance of works by Synergy under this Project may be reviewed once every month, by ‘Synergy Issuing a comprehensive Monthly Status Report covering update of procurement and constructon ‘The date of confirmation on intent by Ozone of this contract shall be considered as 18!” March 2013, ie issuance of LOI from Ozone. Technical Specification ‘Synergy shall stricly adhere to the technical specifications as detailed in Annexure -A. In any exceptional case(s) whereby Synergy identifies a need to deviate on the agreed technical specification, ‘Synergy shall immediately notify the Developer in writing and obtain written approval from the Developer before proceeding with implementing such deviations Terms of Payment The Developer shall pay Synergy the said Contract Sum in specific milestones that shall become payable as specified in Annexure-D, provided Synergy submits an application along with relevant Invoices for payment in accordance with the provisions of this Contract, The payment shall be released within 18 days from the Certification (bills to be certified within 3 working days) of Invoice. All the payments will be subject to deduction of applicable taxes at the rates prevailing from time to time including deduction of taxes at source ‘Synergy shall submit the final bill within 15 days of issue of Certificate of Final Completion. This final bill wil be scrutinised by the Developer and settled in full within 30 days from the date of submission of the final bil. Ifthe release of payment is delayed by the due date, a Late Payment charges will be applicable on the ‘amount outstanding, at the rate of 15% per annum. Retention Money 2% of the Contract Sum shall be retained, in lieu of Retention money, which shall be valid til the end of the Defects Liabiity Period of 12 (Twelve) months from the issue of the Substantial Completion Certificate by the Developer. There shall not be any cash retention from interim payments. Non-Tendered Items / Derived items For the items related to ary change of scope the following shall be the basis for computing the rates: ‘a. Items requiring supply of materials, labour, plant, tools and tackles: Landed cost of materials at site, hire charges and operational charges for plant and labour wages based on man day rates, tools and tackles, plus 15% towards our overheads and profit + VAT + Service Tax at actual i any 82 on 02 10. 102 '. Items requiring specialized sub-contractor: Rates of sub-contractor + 15% towards our overheads ‘and profit+ VAT + Services Tax at actual The Developer shall approve the rates in writing for extra items of works before commencing the extra items of works. ‘Additional Works Additional works shall refer to such works which are not a part of this Agreement, ie. not Contained in the Scope of Works and Technical Specification in Annexure - A. In the event the Developer is desirous of Synergy carrying out these adaitional works, then Synergy will prepare costing for approval of the Developer. Based on approval, such additional works willbe added to the Contract Sum through a Change Order Basic Prices ‘Synergy shall have considered the following basic rates of materials which are assumed to include the cost of materials, VAT, duties, and transport delivery up to our site store, T Wastage after No Materials, Rate delivery and during usage 1 | Cement in 50 kg bags (OPC 53 grade) | Rs 315/bag 3% 2 | Reinforcement Steel (Fe 415/500 grade) | Rs _-50,000/MT 4% 3 | Structural Stee! Rs 85,0001 5% Vitrifed Tile & Vitro Crystal Tile for 4, | flooring, Living, dining balcony, bedrooms | Rs. Sosa | 6% and cortidors flooring 5 | Anti-skid Ceramic tie fortollets flooring | Rs. 36/satt 6% Ceramic tle for toilets dadoing, utility and © | kitchen flooring, kitchen dado me it = 7 | Granite counter (20mm thick) Rs. r00/sqft 10% 8 | Pavers Rs 45/eqit ™% Note: Increase or decrease in the Contract Sum mentioned in Annexure - B due fo basic price ‘change mentioned herein above will be on accounl/ benefit of the Developer. Basic price of ‘material is inclusive of al faxes, transportation, landed price at site. In case there is an abnormal or inconsistent increase in the price of any raw material, the Developer shall compensate Synergy of such increases on mutual agreement. Mater Is, goods and workmanshi ‘The Works shall be constructed and completed in accordance with this Agreement. ‘All materials, goods and workmanship shall, so far as procurable, be of the respective kinds and standards described and approved by the Developer, provided that Synergy shall not substitute anything so described without the Developer's consent in writing which consent shall not be Uunteasonably delayed or withheld, No such consent shal relieve Synergy of is othakibiza 13 12. 124 122 13, 13.4 132 133 134 135 136 ‘The Developer may issue instructions to Synergy requiring at ts own cost, the removal from the Site or rectification of any work, materials or goods which are not in accordance with this Agreement Notwithstanding anything contained herein in this Agreement, upon Completion of the Works and issue of Substantial Completion Certificate by Developer to Synergy. all representations, warranties, labilties {and indemnities (including defect liabilities) provided by any Third Party Service Provider to Synergy in Felation to the Works under any Third Party Services Agreement shall be automatically substituted in favour of the Developer and passed on to the Developer from Synergy. Statutory obligations, notices, fees and charges'- ‘Synergy shall comply with, and give all statutory notices required by any written law, regulation or requirements, byelaw or any local authority or of any statutory undertaker which has any jurisdiction with regard to the Works except on design and approval issues or with whose systems the same are or ‘will be Connected (all requirements to be so complied with being referred to in these Conditions as ‘the Statutory Requirements) and Synergy shall submit to the Developer all approvals received by Synergy in connection therewith ‘Synergy shall pay and indemnify the Developer against liabilty in respect of any fees, charges, rates or fogally demandable under any written law, regulation or bye law of any local authonity or of any Statutory undertaker in respect of the Work related to this Agreement that are payable by Synergy. Property tax and labour cess and any other tax related to this project property / land shall be bome by the Developer. Employment of Workmen ‘Synergy shall employ in the execution of Works under this Agreement only competent personnel as workmen, ‘Synergy shall on the commencement of the Works will make all of its sub-contractors fumish to the Deparment of Labour all particulars connected with this Agreement and such retumns as may be called for from time to time in respect of labour employed by its and its sub-contractors on the execution of this Agreement. itis hereby agreed that the personnel and Sub-Contractors labourers engaged by Synergy to carry out the Scope of Works at the Project Site are the employees of Synergy and it shall be the sole responsiblity of Syneray to ensure the compliance with the provisions of Contract Labour (Regulation {and Abolition) Act, 1970, Minimum Wages Act, 1948, Payment of Wages Act, 1935, Employees’ (Provident Funds and Miscellaneous Provisions) Act, 1952, Employees State Insurance Act, 1948, Payment of Gratuity Act, 1972, Payment of Bonus Act, 1985, applicable Labour Welfare Fund Act, the Industrial Employment (Standing Orders) Act, 1948, the Minimum Wages Act, 1945, the Maternity Benefit Act, 1961. Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959, Buiing ‘and Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996 ete ‘and all the statutory labour and welfare legislations and rules of the Central and the State Governments. If Synergy fails to comply with the provisions of the prevailing labour and welfare legislations and the Developer is required by law to make any payments! contributions in respect of! to the labourers! workmen engaged by Synergy, the Developer shall be entitled set-off such payments ‘made against the Contract Sum ‘Synergy shall keep the Site in clean and sanitary condition and shall comply with all requirements of the Government Health and Sanitary Authonties, In the event of any outbreak of illness of an epidemic nature Synergy shall comply with and carry out such regulations, orders and requirements as may be made by the Government or the local medical or health authorities for the purpose of dealing with and overcoming the same: Synergy shall provide to the satisfaction of the Developer or Loca! Authorities concerned adequate medical attendance for his employees. In particular Synergy shall provide first aid kits at Suitable locations at the Site and shall instruct an adequate number of people in their use. The names Of the persons so instructed shall be made known to all employees of Syneray. ‘Synergy shall keep and shal cause is sub-contracors to keep proper wages books and time sheets Showing wages paid fo and the time worked by al workmen employed by and is sub contractors in and for the performance of this Agreement and shall produce such wages and time st 9 demand for inspection by any persons duly authorised bythe Devoloper Z 20 14, 144 142 15, 164 152 183 16. 161 162 1" 18. 19 Assignment:- Synergy will not without the prior written consent of the Developer assign the whole of the turnkey ‘scope of works in its entirety ofthis Agreement to any third party. ‘Synergy may assign portion of work under this Agreement to its Sub ~ Contractors. Even for the work assigned to Sub ~ Contractors / Third Parties , Synergy shall be responsible for the due observance of all the terms, stipulations and conditions under this Agreement. Synergy shall also be responsible for the acts, defaults or neglects of any sub-contractors, his agents, servants or workmen as fully as i they were the acts, defaults or neglects of Synergy, its agents, servants or workmen, Every month Synergy will submita list of sub contractors / third parties engaged by Synergy for the Work mentioning their job category. Indemnity in respect of injury to Persons and Damage to Property:~ ‘Synergy shall_be liable for and shall indemnify the Developer against any damage, expense, lability loss, claim or proceedings whatsoever whether arising at common law or by statute in respect ‘f personal injury to or death of any person whomsoever arising out or in the course of or by reason of the execution of the Works at the Project Site ‘Synergy shall be liable for and shall indemnify the Developer against any damage, expense, liability loss, claim or proceedings due to injury or damage of any kind to any property real or personal (incluging the Works and any other property of the Developer) in so far as such injury or damage arises ‘out of oF in the course of by reason of the execution of the Works, and provided always that the same is due to any negligence.omission, breach of Agreement or default of any person for whom Synergy is responsible including Syneray's servants or agents or of any sub-contractor, ils servants or agents ‘Synergy shall be liable for, and shall indemnify the Developer to the extent covered by the Insurance ‘against, any expense, liability, loss, claim and damage which may be caused to authorised personnel ‘of Synergy and its sub-contractors, Ozone's employees and Consultants engaged by Ozone for the Project due to any direct act(s) of Synergy. Power and Water Supply Power and Water supply necessary for execution of the works shall be arranged by Synergy at its own, cost. Permanent power needs to be organised by Developer at site for commissioning of Services Packages. In the absence of permanent power, Developer shall arrange at their own cost mobile DG. Sets of adequate capacity to facilitate commissioning Scope of Works and Variance in Scope of Works: ‘Synergy pricing is based on the assumption that the entire scope of works will be awarded in whole However, if scope is reduced, altered or postponed then it will invite 2 revision in Synergy’s Turnkey ‘amount and the same shall be settled between Developer and Synergy based on mutual agreement ‘The aforesaid shall nat apply in the folowing circumstances: (i) Reduction or alteration in the scope of work due to unsatisfactory/ non performance by Synergy: (i) Any reduction or alteration in the scope of work to a maximum limit of +/- 15% of the Contract Sum; and (ii). Any postponement of the work beyond 15 days, Facilitios at Site ‘Synergy shall be allocated with adequate space at site for their temporary structures lke site office general stores, cement stores, P & M yard at free of cost. 20. 204 202 203 204 208 206 ‘Synergy warrants to the Developer that (a) goods, materials and equipment furnished under this ‘Agreement will be of good quality and new (unless otherwise required or permitted by the Contract Documents) and will be assembled and installed in accordance with all vendors’ and manufacturers instructions and specifications, (b) each of the Project Works willbe free from defects, and (c) each of the Project works will conform with the requirements of the applicable Contract Documents. All uaranties and warranties of goods, materials and equipment used or incorporated into the Project shall be assigned and dolivered by Synergy to the Developer upon demand, or without demand upon ‘Substantial Completion of the Project works. The warranties in Contract Documents or assigned to the Developer shall inure to the benefit of the Developer's successors and assigns (even in case of assignment and transfer of the Project Works after the issuance of the Substantial Completion certificate Synergy’s rights will remain unchanged) Other Statutory Requirements & Safety Precautions: Synergy is deemed to have assumed that they will arange through their Contractors the necessary ‘construction - related permits, licenses, registration and other clearances required for undertaking ‘construction activity on site, However, the Developer shall be responsible for arranging and taking care of current local regulations of the Municipality with regard to layout and functional design of the structure and operation of the Project site and Synergy shall provide required assistance to Developer. ‘The Developer shall be solely responsible for obtaining / maintaining all statutory approvals and NOC during or after tenure of Contract. All statutory water / sewerage charges, Pollution Control Board (PCB) “consents” and charges, etc as may be applicable from time to time shall be paid by the Developer. ‘Synergy shall be responsible for initiating, maintaining, supervising and enforcing to its best efforts all safety precautions in connection with the performance of all of the Works, and prior to performing any of the Construction Works for the Project, Synergy shall take reasonable precautions, and shall similarly require its Subcontractors to take reasonable precautions, for safely of, and shall provide reasonable protection to prevent damage. injury or loss to: i) Synergy Employees and its Sub-Contractors on the Project Site and other authorized persons of the Developer! Developer's Consultants/Synergy / Synorgys Sub - Contractors who may be aflected thereby; ji) Each of the materials and equipment to be incorporated therein or used in connection therewith ‘whether in storage on or off the Project Site, under care, custody or control of Synergy oF the ‘Subcontractors; and li) Other property at the Project Site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utities not designated for removal, relocation or replacement In the course of construction ‘Synergy shall erect and maintain, as required by existing conditions and performance of the Works at the Project Site, reasonable safeguards for safety and protection of persons and propery. including posting danger signs and other warnings against hazards, promulgating safely regulations and notifying the users of sites conditions and utites, ‘Synergy shall maintain all Works, materials and equipment free from injury or damage from rain, wind, Storm or hes In addition to its other obligations Synergy shall, at its sole cost and expense, promplly repair any damage or disturbance to walls, utlities, sidewalks, curbs and the property of third parties caused by ‘Synergy or any ofits Subcontractors, ‘Synergy shall take all reasonable steps to protect the environment to the extent possible (both on and off the Site) and to limit damage and nuisance to people and property to the extent possible resulting from polluion, noise and other results of its operations. Synergy shall ensure tha Gb 22, exceed the values prescribed by MOEF guidelines & Karnataka Pollution Control Board guidelines. If in future, any fresh guidelines are imposed by the Authorities under other Laws, then the same shall be adhered to by Synergy at the cost of the Developer. Works at Night and during Holidays "Notwithstanding all the above, the Developer shall allow Synergy to continue to work at the Project site lon a day to day basis upon Synergy obiairing all necessary approvals, NOCs, permits, clearances and permissions from the concerned Statutory Authorities. Since time is the essence of the work, Syneray shall, subject to necessary statutory approvals, be permitted to work during nights, also on Sundays land holidays. The Developer shall assist in obtaining all statutory permits from local bocies are Available to ensure continuous work to progress. ‘Synergy's Representative ‘Synergy shall maintain one full ime Project Manager at the Project site. There shall be reasonable transition period in case of replacement of the Project Manager due to unforeseen reasons. It is understood that time being the essence of this Agreement and that Syneray's Project Manager shall ‘meet and comply with the requisite technical competency and administrative powers to execute the Project under this Agreement Confidential Information and Non-Disclosure~ 1a) Synergy acknowledges that, the Developer is the owner of the Confidential Information, whether in writing or oral or otherwise. Synergy shall treat this Confidential information (as hereinafter defined) as strictly confidential, and shall not use the same either for its own purpose or for that of third parties, and shall only use it on the Developers instructions for rendering the Services. For the purposes of this Agreement, “Confidential Information” or ‘Information’ shall mean and include, information, manuals, data, drawings, books, records, agreements, BOQ, Annexure, Contract Documents, work orders, entered into by the Developer with third parties, photographs and documents, whether in hard copy or electronic form ») Both the Parties acknowledge that, any and all Confidential Information, including any commercial ‘and technical information and data provided by one to the other, shall be considered to be ‘confidential, and the Party receiving such Confidertial Information, shall not, at any time, directly oF indirectly disclose such Information to any person or fimm, or use the same, in any manner, othe' than in connection with rendering the scope of Services contemplated under this Agreement, without the prior consent of the other Parly. Neither Synergy nor the Developer shall, unless otherwise agreed (which agreement may be on such general or specific terms as the Parties may determine), disclose to any third party any Confidential Information, which is the property of the other Party to this Agreement or which, otherwise, relates to its business, secrets, dealings transactions or affairs or which, relates in any way, to either of the Parties unless, and to the extent that, such disclosure (is reasonably required for the exercise or performance by either Party of its rights or obligations under this Agreement; or (i) is required pursuant to any relevant statutory or regulatory requirements or duties or any requirement of the Applicable Law. (ii) is related to Information, which is already in the public domain, other than as a resull of br of this Clause, by the Party seeking to make such disclosure; Provides that, in the case of any disclosure in accordance with Clauses 23 (b) () or 23 (b) (i), the Party disclosing such Information shall, so far as reasonably practicable, impose on the third party receiving such Information such oligations, as may be appropriate to maintain its confidentially. ©) Notwithstanding what is stated above or anywhere else in this Agreement, Synergy agrees herein that, the D may share the contents of this Agreement (except th | terms and / 24. 25 254 252 263 25.4 26, 26.1 ‘conditions agreed upon under this Agreement) to such of the Developer's consultants involved in the construction and development of the Project. 4) The obligations under this Clause shall survive the termination of this Agreement for a period of One year “The Developer proposes that the following insurance covers should be taken by Syneray. ‘© Group Personnel Accident Insurance for Synergy statt. ‘+ Third party Liabilty insurance. ‘+ Employees’ insurance in compliance with the Employees Compensation rules and regulations to cover claims for bodily injury to or the death of any workers employed in connection with the Works. ‘+ Insurance policy under the Workmen’s Compensation Act willbe provided by Synergy / Synergy's ‘Sub - Contractors. Substantial Completion ‘Synergy shall give a notice in writing to the Developer requesting for inspection of completed work for the purpose of giving Substantial Completion Certificate. The Developer shall inspect the works within 7 days after receipt of such a notice and in case the Developer notices certain defects, it shall provide alist of major snags and minor snags to Synergy ‘The items to be covered under the respective snag lists are mentioned herein below-- Defects covered under Major snag list- 1) Alist of items / defects that affect the use, occupancy, operation or functioning of the services / ‘equipment in the Project. b)Allist of items / defects that will influence the obtaining of NOCs, clearances, OC and Completion certificate from the respective regulatory authorties, Defects covered under Minor snag list: under ‘Al other lst of items / defects that does not specifically fall under Major Snag List will be cover the Minor Snag List Upon Synergy completing or correcting thelist of items / defects mentioned in the Major Snag List to the required standards at no cost to the Developer and to the satisfaction of the Developer the Developer shall issue the Substantial Completion Certificate to Synergy. \Within a period of 30 days from the issuance of the Substantial Completion Certificate, Synergy wil complete or correct the list of items / defects mentioned in the Minor Snag List to the satisfaction of the Developer. Upon such completion / correction to the satisfaction of the Developer, the Developer stall issue Final Completion Cerificate to Synergy. {As used herein, "Final Completion” of the Works shall occur only when all of the following have ‘occurred: () the performance of all the Works has been fully completed (including, without limitation, all Major and Minor Snag List items), (i) all final releases, documents and manuals required by the Contract Documents have been delivered to the Developer, (i) all other conditions under the Contract have been satisfied for making the Final Payment to Synergy for this Project. Delay and Extension of Time ‘Synergy will endeavour to complete one of the blocks of the project at least 30 d3ye earlier than the agreed schedule Z Bm sia\2 0136 26.2 27. ara 272 273 28, 28.1 If Synergy delay's in the completion of the Works by an Excusable Delay, then the applicable Contract Time shall be adjusted by the Change Order for such time as is reasonable and appropriate under the circumstances, as approved by the Developer and Synergy, which approvals shall not be unreasonably withheld. No event of Excusable Delay shall be deemed to have occurred unless Synergy delivers notice of a claim of justifiable delay to the Developer within 7 (Seven) days following the ‘commencement of the delay. Immediately upon commencement of a delay. Synergy shall take all steps reasonably available to Synergy to lessen the adverse impact of such delay. As used herein, "EXCUSABLE DELAY" means an actual delay in the performance of Works by Synergy, which is caused by events beyond the reasonable control of Synergy despite having made all reasonable attempts to avoid such delay and to prevent and mitigate the effects thereof. Such events may include, without imitation, the folowing: 1) Fire, flood, war, embargo, sabotage, earthquake, or by injunction (not the fault of Synergy) or other unavoidable damage to the applicable Project not the fault of Synergy: or b) Adverse weather conditions documented by data substantiating that such weather conditions were ‘abnormal for the period of time and could not have been reasonably anticipated and had an adverse effect on the scheduled construction, or ©) General stike, delays (not caused by Synergy) ‘Synergy is not responsible if delay in releasing the payment or delay in decision, approvals, or delivery ‘of drawings by Developer or its representatives, including Consultants. Notwithstanding the foregoing, the financial inabilty or unwillingness of Synergy or any Subcontractor, ‘Sub consultant, vendor or supplier to pay oF perform any obligation shall not be grounds for an Excusable Delay. Provided, however, that in no event will Synergy be entitled to recover from the Developer any damages resulting from such Excusable Delay. Notwithstanding anything to the ‘contrary contained herein or in any other Contract Document, Synergy shall have no remedy for, and shal be responsible for, any delay in the Development of the Project / scope of work completion other than an Excusable Delay. Defects ibility Period ‘The Defect Liabiity Period shall be 12 months commencing from the date of issue of the Substantial Completion Certificate during which period the Works completed by Syneray shall be free of all defects. In case itis required for Synergy to rectify defects, which are not due to the fault of Synergy, the same is to be reciiied by Synergy for which the Developer shall pay the costs at actual upon proper bils / invoice as incurred by Synergy. During the Defects Liability Period, if the Developer provides written notice of any defect in Project Works, Synergy shall, within three (3) working days after receipt of such witten notice of such defect (or such longer time as may reasonably be necessary to correct such defect), furnish, at no cost to the Developer, all labour, equipment and materials necessary to correct such defect and cause the Project to comply fully with the foregoing warranties. If Synergy is required to remedy any such defect under the foregoing sentence, then all labour, equipment and materials provided by Synergy to remedy such defect shall be at the cost and expense of Synergy. 2% of the Contract Sum retained by the Developer shall be released after 12 months from the date of ‘Substantial Completion Certifcate (Le. atthe end of Defects Liabilty Period). Termination of Contract ‘The Developer may terminate this Agreement on the happening of any the following events, by & written notice to Synergy: 28.1.1 In the event of a breach of any provision stated in the Contract Documents or any of the provisions stated in this Agreement by Synergy which breach remains unremedied at the end of the notice period of 15 days. 28.12 forthwith in the event that Synergy becomes or is declared bankrupt, or goes into liquidation compulsorily or voluntary (except for the purpose of amalgamation of fedpnstruction), or 28.2 283 284 285 226 29.1 292 293 204 30 3 32 ‘compounds with its creditors or has a receiver appointed for all or any ofits assets, oF takes oF ‘suffers any similar action in consequence of a debt. If this Agreement is terminated, Synergy shall stop the execution of the Works immediately, and hand over the Project Site immeciataly to the Developer/ Developer's Authorized Representatives. ‘Synergy shall afler assessment of the completed Works, be paid for the cost of the Works executed til the dale of the termination after deducting all advance payments made to it til the date of such termination ‘Synergy shall not be concemed, responsible or liable for the work or part thereof awarded to any party fF executed by the Developer under such circumstances, If Synergy's performance is not satisfactory or not as per Agreement, the Developer reserves right to ‘award the said works to anyone else, without any claims from Synergy or damages If productivity and quality are found not satisfactory and not in concurrence with agreed schedule of works, then the Developer reserves the right to reduce the Scope of works of Synergy and also to pay ‘Synergy if any payments are due as per the Payment Terms agreed herein for the works completed successfully and also award the balance works or a part of i to any third party Developer's own risk land cost. Furthermore, there shall be no compensation payable to Synergy in such a situation Force Majeure For the purposes of this document, "Force Majeure Event circumstances that are beyond the control of the party (viz the Developer or Synergy) affected (the “AMfected Party’) and that, despite all efforts of the Affected Party to provent it or mitigate its effects, such event, condition of circumstance prevents the performance by such Affected Party of its obligations, shall include any event, condition or ‘The term “force majeure” shall include, but not limited to nationwide strikes and lockouts, fires, floods, whether similar or dissimilar to those enumerated, acts of God or the public enemy, embargoes, wars (declared of undeciared), riots, civ commotion, interference by civil or military authorities, terrorist acts, Government actions, order(s) including (without limitation) other major cause directly affecting the Project beyond the control of the Developer and Synergy. Continued Payment Obligation: The Developer's obligations to make payments already owing to the extent of successfully completed Works shall not be suspended by Force Majeure Events In case of a Force Majeure. Synergy shall be accorded due and legitimate extension of time by ‘mutually agroed agreement, Disputes ‘To the maximum extent possible the parties shall put together their best endeavour to resolve the dispute amongst themselves in a mutual manner, in the absence of which the same shall be sorted our through the process of arbitration as under. Arbitration ‘Al matters in disputes shall be resolved through the process of arbitration. The arbitration shall be Conducted as per the Arbitration & Conciliation Act 1996 or its latest enactment by a panel of 3 arbitrators. Both Synergy and the Developer shall choose their nominee arbitrators, These nominated arbitrators shall then together and mutually choose the presiding arbitrator. The majority decision shalt be binding on both the Synergy and the Developer. The award shall be a speaking award. giving reasons for allowance / rejection of the claims of the parties. The venue of arbitration shall be at Bangalore, with the jurisdiction being conferred on the Courts at Bangalore for enforcement of the ‘Award and for matters pertaining to the Arbitration. Other Issues 33. {In continuation to (and in conjunction with) the above agreed stipulations, in the event of a death of any of Synergy's personnel arising out of any cause occurting at the site, Developer shall in no way be responsible and that Synergy shall keep indemnified Developer against any claim arising out of such

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