SUB CONTRACT AGREEMENT

Principal Employer : Ministry of Road Transport & Highways (MORTH)

Name of Work : Construction of Four-Lane Flyover at Indira Circle at Km 171+100 & LVUP
at KM 171+700 including both side approaches with RE wall in Bikaner
Suratgarh Section of NH-15 in the State of Rajasthan under EPC mode.

Value of work Sub-Contract: Rs.10.67 Crores (Subject to the Approval of Department)

This sub contract agreement is entered in Charkhi Dadri on this 05 th October, 2022 between the
following:

Main Contractor : Surya Construction Company PARTY – A

Back Side PNB Bank, Loharu Road, Charkhi Dadri
Haryana – 127306

Sub - Contractor : KMR Buildcon Pvt. Ltd. PARTY - B

Shop no.102, New Auto Market
Hisar, Haryana - 125001

Nature of Work allotted: Construction of Four-Lane Flyover at Indira Circle at Km 171+100

& LVUP at KM 171+700 including both side approaches with RE
wall in Bikaner Suratgarh Section of NH-15 in the State of
Rajasthan under EPC mode.

Whereas the above work was allotted to Surya Construction Company (Party –A) (hereinafter referred as
“Main Contractor”) by Ministry of Road Transport & Highways (MORTH).

And further where as M/s KMR Buildcon Pvt. Ltd. (hereinafter referred as “Sub- Contractor – PARTY-B”)
intends to execute the work accepted by Main Contractor on terms and conditions as under:-

1. Party- A shall act as Main Contractor and Party-B as its Sub-Contractor for the execution of work.

2. The Authority was informed for subletting of the said work to KMR Buildcon Pvt. Ltd. To expedite
the progress of work with Contract Agreement vide our Letter No. SCC/CKD/2022-23/051022 Dated
05.10.2022.

3. The Scope of work shall be as defined in Technical specifications, Design, Drawings, Instruction
issued time to time and conditions as in the Contract document.

4. The Structural design and Drawings shall be prepared by Party-B In addition the following shall also
be appointed by Party-A at the cost of Party-B:
 Appointing the Proof Consultant.
 To get the Proof Checking.
 To appoint the Safety Consultant.

5. The cost of PMC, if engaged, shall be borne by Party-B.

6. Party-B shall not make any deviation from the approved Design and Drawings and Execute the work
strictly as per Standards and Specifications

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7. This Contract is for the completion of work as per standards and specifications and provisions of the
agreement of Surya Construction Company and MORTH. Any item left over shall be ancillary to the
work and shall not be paid extra.

8. The administrative charges shall be deducted @ 2% from all the bills of Party-B.

9. The change of scope and price escalation shall also be paid by Party-A to Party-B after making
deduction of 2% as Administrative charges and other statutory deductions.

10. The appointed date shall be the same as issued by the Authority to Surya Construction Company.

11. The Cost of Survey and Soil investigation shall be borne by Party-B.

12. The Miscellaneous expenditure is in the scope of Party-B.

13. The rates are inclusive of GST.

14. Party-B will make all the efforts to make the best technical drawings/designs strictly as per standards
and specifications meeting with the requirements of Schedule-B and C of the agreement.

15. Party-B will give a rebate to Party-A equal to the deductions of TDS Income tax @2%, TDS GST@2%,
and labour cess @1% made by the Principal Employer.

16. The other statutory deductions such as TDS, Income Tax shall also be made from the bills of Party-B.

17. Defect Liability Period (DLP) shall be as per the provisions of the agreement of Surya Construction
Company with MORTH and will start from the date of PCOD/COD.

18. Maintenance will be dealt separately after COD.

19. Party-B will hand over the road to Party-A 15 Days of COD letter issued by the Authority/IE of
Authority.

20. ATMS and all other electrical items are in the scope of Party-B and the charges for electrical
Connections shall also be borne by Party-B.

21. The completion time limit and milestones shall be as per provisions of the agreement of Surya
Construction Company with MORTH to be reckoned from the date of the Appointment (as issued by
the Authority to Surya Construction Company.)

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 Party-B shall achieve each project milestone as per provisions of the contract entered into by
GCL with the Principal Employer. In care Party-B is unable to achieve any project milestones the
Party-A will have the liberty to take up the balance work of particular project milestone at risk & cost
of Party-B without any notice and in addition damages of 10% of the deficient contract price
corresponding to that project Milestone (Non-refundable) will be recoverable by Party-A from Party-
B which will be additional to damages as provided in the contract entered into by Surya Construction
Company with Principal Employer.

22. Following documents shall form part of Contract:

 Instructions to Tenderers.
 NIT, Technical Specification, Terms and Conditions, Drawings, Amendments etc.
 Letter of Acceptance by the Principal Employer.
 Contract entered into by Party-A with the Principal Employer.

23. Party-B confirms that they have read and understood the scope of work, have visited site of work and
their offer is based on the contract entered into by SCC (Surya Construction Company) with MORTH
and caters for all the works, requirements, liabilities etc. thereof.

24. Party-B will submit a detailed program for completion of work within stipulated period to Party-A
within 07 days of entering into agreement keeping in view the Milestones, details with the dates of
deployment of machinery & manpower, Engineering establishment, resource planning and quality
assurance plan and a fortnightly progress report. Failure to comply with the provision will attract a
penalty of Rs. 1.00 Lac per default.

25. Party-B also agrees to submit source of procurement of material along with sample for approval of
Party-A, name and phones of suppliers from whom material is to be purchased for the work and
monthly clearance certificate from all of them having received full payments for the supplies on the
project.

26. The requirement of Labour, machinery, and material will have to be carried out by Party-B in his
own way and the payment of the same will have to be paid by Party-B.

27. That in case any material purchased by the Party-A is supplied to Party-B, the cost of the acquisition
of the material shall be received from the running account bills submitted by Party-B. The material
so supplied to Party-B is for Bona-fide use on the work and in case the material is found to be used
for any other purpose, The Party-B will be fully responsible for any consequences arising there upon.

28. All men, material, machinery, tools & plants, infrastructure resources etc. as required for timely
completion of work to the required specifications shall be arranged by Party-B. All the taxes, duties,
royalty, Octroi etc. also included in the offer of Party-B. For deviation in quantities if any Party-B will
not have any claim on Party-A.

29. Party-B shall ensure compliance with all rules and regulations applicable during execution and
indemnify Party-A against any claim for damages whatsoever on any account.

30. Party-B shall bear all expenses of any kind in connection with this EPC work allotted to it.

31. Other expenditure, if any, already incurred or to be incurred by Party-A will be borne by Party-B.

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32. Any payment withheld by the Authority i.e. MORTH/IE due to NCR or due to any other reason will
be withheld from the bill of Party-B and released only after release of payment from the Authority.

33. The bills of the Party-B for the work done by Party-B and duly checked and approved by the
AE/MORTH and the representative of Party-A, shall be considered for payment on monthly basis.
The payments of bills shall be released only after the approval of bills by the Authority and release of
payment by the Authority after making all the necessary deductions as per this Sub-Contract
Agreement.

34. TDS Certificate will be issued by Party-A to Party-B.

35. Party-B is fully responsible for any kind of liaison with various departments without any extra cost.

36. The Party-B shall have no claim on Party-A in case payments are delayed by concerned department
due to any reason whatsoever.

37. Party-B shall be full responsible for timely completion of work to the required specifications & will
abide by all the terms & conditions of contract/order issued from time to time.

38. Issues related to interpretation and claims if any, will be dealt as per contract and outcome of such
settlement shall be binding on Party-B.

39. The terms & conditions of the agreement shall remain in force till such time the contractual
obligations and responsibilities of the contract are fulfilled.

40. The work is required to be executed by Party-B according to the rules & regulations, conditions and
specifications as described by the Govt. or any other competent or authorized authority. In case
failure to comply with such conditions and specifications as described above, the Party-A shall
complete the above work at the risk and cost of Party-B and 25% extra as penal cost.

41. Before commencing the execution of the works, the Party-B shall insure against his liability for any
material or physical damage, loss or injury which may occur to any property, including that of owner
and other adjoining properties and to any person including any employee for the Party-A,
consultant, Architect, by or arising out of the execution of the works or in the carrying out of the
contract, and shall fully indemnify the Party-A against all claims, proceedings, damages, costs,
charges and expenses whatsoever arising out of any damage caused to them. Such insurance shall be
affected with an insurer for at least rs.2.00 Lacs (Rupees Two lacs only) per accident. The Party-B
shall, whenever required, produce the policy or policies of insurance and the receipts for payment of
the current premiums. The terms shall include a provision whereby, in the event of any claim in
respect of which the Party-B would be entitled to receive indemnity under the policy being brought
or made against the Party-A, the insurer will indemnify the Party-A against such claims and any cost,
charges and expenses in respect thereof.

42. Party-B shall:

 “Comply with all applicable health and environment safety regulations and comply with
instructions of road safety audit report.

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  Take care for the safety of all persons entitled to be on the site as well as users of public
utilities.
 Use reasonable efforts to keep the site and works clear of unnecessary obstruction so as to
avoid danger to these persons.
 Provide fencing, lighting, guarding and watching of the works until completion and taking
over by the Principal Employer.
 Provide any temporary work (including roadways, footways, guards and fences) which
may be necessary, because of the execution of the works, for the use and protection of
Public and of owners and occupiers of adjacent land.”
 No machinery/Vehicle more than 5 years old shall be allowed at site.

43. The Party-A shall not be liable for, or in respect of any damages or compensation payable at law in
respect or in consequence of any accident or injury to any workman or other person in the
employment of the Party-B or any of its Sub-Contractor. The Party-B shall indemnify and keep
indemnified the Party-A against all such damage and compensation, and against all claims,
proceedings, costs, charges and expenses whatsoever in respect thereof or in relation there to.

44. The Party-B shall insure against such liability with an insurer approved by the Party-A and shall
continue such insurance during the whole of the time that any person are employed by him on the
works and shall, when required, produce such policy of insurance and the receipt for the payment of
the current premium. Provided always that, in respect of any person by any sub-contractor, the
Party-B obligation to insure as aforesaid under the sub-clause shall be satisfied if the sub-contractor,
shall have insured against the liability in respect of such person in such manner that the Party-A is
indemnified under the policy, but the Party-B shall require such sub-contractor to produce, when
required, such policy of insurance and the receipt for the payment of the current premium.

45. The Party-B will ensure that it is covered under the Employees Provident Fund, Labour Laws and the
miscellaneous provisions act, having its independent code number. Party-B shall obtain the
following License, insurance policy and registration as per various applicable rules.
 Contract labour license.
 BOCW Act
 Workmen Compensation Policy.
 Registration under ESI
 Registration under Provident fund.
 Car Policy
 Registration under labour welfare fund.

46. In case any liability arises to the Party-A related to the work allotted to him, the same shall be
reimbursed by the Party-B.

47. The Party-B will not engage any other sub-contractors for the execution of work hereby
contracted/agreed for, any part thereof without any prior approval of Party-A.

48. If any hindrance comes in the project, it shall be responsibility of Party-B to have same removed as
per agreement provisions and no claim of any type will be entertained by Party-A.

49. In case the progress of the work done by Party-B is found slow in the opinion of the Party-A at any
stage of works or a consistent failure is observed on account of Party-B to comply with agreed
programs or any activity of Party-B is detrimental of the interest of Party-A, then Party-A reserves its
right to issue suitable notice to Party-B and on failure to remedy the defect within the stipulated time
in the said notice, then the Party-A is duly competent to reserve its right to terminate this contract at
any time without any compensation, and forfeiting security deposit and to get the balance work done

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 through other agency/Contractor/any other manner at the risk and cost of Party-B and 25% extra as
Penal cost.

50. The decision of Party-A shall be final and binding. The cost and consequences including damage due
to above mentioned termination of the said agreement as quantified by Party-A shall entirely borne
by Party-B. In such an event the security deposit, retention money amount earlier deducted from
Party-B shall stand forfeited.

51. Settlement of Disputes: any dispute or difference arising out of this contract shall be settled amicably
through the discussion between the Directors/Partner/Proprietor of the parties within the terms of
the contract. In case of failure to settle the dispute amicably within 30 days of a request to this effect
from either party to the other, the dispute shall be finally resolved in accordance with the Arbitration
& Conciliation Act, 1996, Arbitration & Conciliation (Amendment) Act, 2015 or any statutory
amendment thereof by sole arbitrator to be appointed(including nomination of replacement
arbitrator, if necessitated by vacancy of the post caused by any reason whatsoever) by the Chief
Executive Officer (CEO) of Surya Construction Company. The decision of arbitrator shall be final &
binding on both the parties. The place of arbitration shall be as mutually agreed by both the parties.
The cost of arbitration shall be shared by both the parties in equal proportion.

52. This is subject to sub-contract approval by authority to the Surya Construction Company. This Sub-
contract is also subject to modification if any made by Surya Construction Company in the Sub-
contract agreement with Party-A.

53. Both the parties shall treat this agreement as confidential. No work performance/completion
certificate shall be issued by Party-A for bidding purpose or any other purpose. Only legal
performance certificate will be issued by Party-A to Party-B.

54. The BG charges shall be borne by Party-B, if BG is given by Party-A, the said charges shall be
recovered from Party-B.

55. Any other terms for which no provision exists in this agreement shall be mutually settled between
the parties.

56. The Party-B confirms that they have read the terms & conditions carefully and fully understood
them.

57. The work shall be carried out strictly as per design, standards and specifications and any work
executed by you on the said project up to date shall be part of this Sub-Contract Agreement and shall
be paid accordingly.

58. Party-B shall follow the all rules and regulations and shall not indulge in any illegal activity.

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In Witness whereof the parties there to have caused this agreement to be executed as of the Day, Month
and Year first above written.

SIGNED, SEALED AND DELIVERED SIGNED, SEALED AND DELIVERED

For and on behalf of For and on behalf of

Surya Construction Company KMR Buildcon Pvt. Ltd.

Signature Signature
Name: Rajender Singh Sangwan Name:
Designation: Partner Designation:

In the presence of: In the presence of:

Signature Signature

Name: Name:

Address: Address:

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