Common use of Deemed Termination Clause in Contracts

Deemed Termination. upondelay Without prejudice to the provisions of Clauses 8.3, and subject to the provisions of Clause 7.3, the Parties expressly agree that in the event the Appointed Date does not occur, for any reason whatsoever, within 90 days of signing of the Agreement and submission of the full Performance Security by the Contractor, the Agreement shall be deemed to have been terminated. The Authority shall pay damages to the Contractor equivalent to 1% of the Contract Price (3% in case of standalone bridge projects). All other rights, privileges, claims and entitlements of the Contractor under or arising out of this Agreement shall be deemed to have been waived by, and to have ceased. The Contractor shall hand over all information in relation to the Highway, including but not limited to any data, designs, drawings, structures, information, plans, etc. prepared by them for the Highway, to theAuthority. 9 Clause 3.3 may be suitably modified in the event that all the environmental clearances for the Project Highway have been received or are not required. It should be clearly stated that all the environmental clearances for the Project Highway have been received; or such environmental clearances for the Project Highway are not required. Contract AgreementPage 35 of 153 “Widening / Improvement to 4 (Four) Lane with Paved Shoulder configuration of existing single lane road from Kachukhana Harichara Paglagaunj to Dhubri - Phulbari Bridge approach (Package-II) of Srirampur - Dhubri Section of NH-127B from existing Km 28.050 to Km 55.060 (Design Km 27.650 to Km 54.154), (Design Length=26.504 Km) on EPC Mode in the State of Assam under JICA - ODA loan assistance.” Mar 2022 Article 4 Obligations of the Contractor 4.1 Obligations of theContractor (i) Subject to and on the terms and conditions of this Agreement, the Contractor shall undertake the survey, investigation, design, engineering, procurement, construction, and maintenance of the Project Highway and observe, fulfill, comply with and perform allitsobligationssetoutinthisAgreementorarising hereunder. (ii) The Contractor shall comply with all Applicable Laws and Applicable Permits (including renewals as required) in the performance of its obligations under this Agreement. (iii) Subject to the provisions of Clauses 4.1 (i) and 4.1 (ii), the Contractor shall discharge its obligations in accordance with Good Industry Practice and as a reasonable and prudentperson. (iv) The Contractor shall remedy any and all loss, defects, or damage to the Project Highway from the Appointed Date until the end of the Construction Period at the Contractor’s cost, save and except to the extent that any such loss, defect, or damage shallhavearisenfromanywilfuldefaultorneglectoftheAuthority. (v) The Contractor shall remedy any and all loss, defect or damage to the Project Highway during the Defects Liability Period at the Contractor’s cost to the extent that such loss, defect or damage shall have arisen out of the reasons specified in Clause17.3. (vi) The Contractor shall remedy any and all loss or damage to the Project Highway during the Maintenance Period at the Contractor’s cost, including those stated in Clause 14.1 (ii), save and except to the extent that any such loss or damage shall have arisen on account of any wilful default or neglect of the Authority or on account of a Force MajeureEvent. (vii) The Contractor shall, at its own cost and expense, in addition to and not in derogation of its obligations elsewhere set out in thisAgreement: (a) make, or cause to be made, necessary applications to the relevant Government Instrumentalities with such particulars and details as may be required for obtaining Applicable Permits set forth in Schedule-F and obtain and keep in force and effect such Applicable Permits in conformity with the Applicable Laws; (b) procure, as required, the appropriate proprietary rights, licences, agreements and permissions for Materials, methods, processes and systems used or incorporated into the ProjectHighway; Contract AgreementPage 36 of 153 “Widening / Improvement to 4 (Four) Lane with Paved Shoulder configuration of existing single lane road from Kachukhana Harichara Paglagaunj to Dhubri - Phulbari Bridge approach (Package-II) of Srirampur - Dhubri Section of NH-127B from existing Km 28.050 to Km 55.060 (Design Km 27.650 to Km 54.154), (Design Length=26.504 Km) on EPC Mode in the State of Assam under JICA - ODA loan assistance.” Mar 2022 (c) make reasonable efforts to maintain harmony and good industrial relations among the personnel employed byit or its Sub-contractors in connection with the performance of its obligations under thisAgreement; (d) ensureandprocurethatitsSub-contractorscomplywithallApplicablePermits and Applicable Laws in the performance by them of any of the Contractor’s obligations under thisAgreement; (e) not do or omit to do any act, deed or thing which may in any manner violate any provisions of thisAgreement; (f) support, cooperate with and facilitate the Authority in the implementation and operation of the Project in accordance with the provisions of this Agreement; (g) ensure that the Contractor and its Sub-contractors comply with the safety and welfare measures for labour in accordance with the Applicable Laws and Good IndustryPracticeand shall appoint full time Safety Officer & Labour Welfare Officer to achieve the compliance; (h) keep, on Site, a copy of this Agreement, publications named in this Agreement, the Drawings, Documents relating to the Project, and Change of Scope orders and other communications given under this Agreement. The Authority’s Engineer and its authorised personnel shall have the right of access to all these documents at all reasonabletimes; (i) cooperate with other contractors employed by the Authority and personnel of any public authority;and (j) not interfere unnecessarily or improperly with the convenience of the public, or the access to and use and occupation of all roads and footpaths, irrespective of whether they are public or in the possession of the Authority or ofothers. (k) ensure that all payments to the manpower (labour, operators, technicians, officers, engineers etc) are released directly to their bank account (viii) The Contractor shall undertake all necessary superintendence to plan, arrange, direct, manage, inspect and test the Works. The Contractor shall provide all necessary superintendence of the Works for the proper fulfilling of the Contractor's obligations under the Agreement. Such superintendence shall be given by competent person having adequate knowledge of the operations to be carried out (including the methods and techniques required, the hazards likely to be encountered and methods of preventing accidents) for the satisfactory and safe execution of theWorks. (ix) The Contractor shall obtain and maintain a project related bank account operational at site where all transactions related to the payment of work will be done. The Contractor shall submit a monthly account statement and a detailed report on utilization of funds transferred to this project related bank account to Authority’s Engineer along with Stage Payment Statement. Notwithstanding anything contrary to Contract AgreementPage 37 of 153 “Widening / Improvement to 4 (Four) Lane with Paved Shoulder configuration of existing single lane road from Kachukhana Harichara Paglagaunj to Dhubri - Phulbari Bridge approach (Package-II) of Srirampur - Dhubri Section of NH-127B from existing Km 28.050 to Km 55.060 (Design Km 27.650 to Km 54.154), (Design Length=26.504 Km) on EPC Mode in the State of Assam under JICA - ODA loan assistance.” Mar 2022 this agreement, the authority, in the interest and to ensure timely completion of the work, reserves the right to audit such bank accounts to ensure that there is no diversion of funds from this project specific account to any other project being implemented by the Contractor. (x) The Contractor shall provide the documents of the Contractor specified in the Agreement, and all Contractors' personnel; Goods, consumables and other things and services, whether of a temporary or permanent nature, required in and for the execution, completion of Works and remedyingdefects. (xi) The Contractor shall perform the Works in conformity with the Project requirements and other requirements and standards prescribed under or pursuant to the Agreement. (xii) The Contractor shall carry out such work incidental and contingent to the original Scope of the Project to comply with Good IndustryPractices. (xiii) The Contractor shall maintain required staff and necessary Contractor’s equipment and materials within the reach of the Site during the Defects Liability Period so that any defects arising are promptlyattended. 4.2 Obligations relating to sub-contracts and any otheragreements (i) The Contractor, whether Joint Venture or sole, shall not sub-contract any Works except the specialised work for which the Contractor has given information at the time of bidding. Provided, however, that in respect of the Works carried out directly by the Contractor, it may enter into contracts for the supply and installation of Materials, Plant, equipment, road furniture, safety devices and labour, as the case may be, for such Works. The Parties further agree that all obligations and liabilities under this Agreement for the entire project Highway shall at all times remain with theContractor. (ii) It is expressly agreed that the contractor shall, at all times, be responsible and liable for all its obligations under this Agreement notwithstanding anything contained in the agreements with its Sub-contractors or any other agreement that may be entered into by the Contractor, and no default under any such agreement shall excuse the Contractor from its obligations or liability under this Agreement. However, in case of non-compliance of the Contractor towards his obligations for payments to the approved Sub-contractor(s), which is likely to affect the progress of works, the authority reserves the right to intervene and direct the Contractor to release such outstanding payments to approved Sub-contractor(s) out of the payments due for the completed Works in the interest of work. (iii) Only with the prior approval of the Authority, specialised work can be sub-contracted upto 20% of the Project Cost. Contract AgreementPage 38 of 153 “Widening / Improvement to 4 (Four) Lane with Paved Shoulder configuration of existing single lane road from Kachukhana Harichara Paglagaunj to Dhubri - Phulbari Bridge approach (Package-II) of Srirampur - Dhubri Section of NH-127B from existing Km 28.050 to Km 55.060 (Design Km 27.650 to Km 54.154), (Design Length=26.504 Km) on EPC Mode in the State of Assam under JICA - ODA loan assistance.” Mar 2022

Deemed Termination. upondelay Without prejudice to the provisions of Clauses 8.3, and subject to the provisions of Clause 7.3, the Parties expressly agree that in the event the Appointed Date does not occur, for any reason whatsoever, within 90 days of signing of the Agreement and submission of the full Performance Security by the Contractor, the Agreement shall be deemed to have been terminated. The Authority shall pay damages to the Contractor equivalent to 1% of the Contract Price (3% in case of standalone bridge projects). All other rights, privileges, claims and entitlements of the Contractor under or arising out of this Agreement shall be deemed to have been waived by, and to have ceased. The Contractor shall hand over all information in relation to the Highway, including but not limited to any data, designs, drawings, structures, information, plans, etc. prepared by them for the Highway, to theAuthority. 9 Clause 3.3 may be suitably modified in the event that all the environmental clearances for the Project Highway have been received or are not required. It should be clearly stated that all the environmental clearances for the Project Highway have been received; or such environmental clearances for the Project Highway are not required. Contract AgreementPage 35 of 153 “Widening / Improvement to 4 (Four) Lane with Paved Shoulder configuration of existing single lane road from Kachukhana Harichara Paglagaunj to Dhubri - Phulbari Bridge approach (Package-II) of Srirampur - Dhubri Section of NH-127B from existing Km 28.050 to Km 55.060 (Design Km 27.650 to Km 54.154), (Design Length=26.504 Km) on EPC Mode in the State of Assam under JICA - ODA loan assistance.” Mar 2022 Article 4 Obligations of the Contractor 4.1 Obligations of theContractor (i) Subject to and on the terms and conditions of this Agreement, the Contractor shall undertake the survey, investigation, design, engineering, procurement, construction, and maintenance of the Project Highway and observe, fulfill, comply with and perform allitsobligationssetoutinthisAgreementorarising hereunder. (ii) The Contractor shall comply with all Applicable Laws and Applicable Permits (including renewals as required) in the performance of its obligations under this Agreement. (iii) Subject to the provisions of Clauses 4.1 (i) and 4.1 (ii), the Contractor shall discharge its obligations in accordance with Good Industry Practice and as a reasonable and prudentperson. (iv) The Contractor shall remedy any and all loss, defects, or damage to the Project Highway from the Appointed Date until the end of the Construction Period at the Contractor’s cost, save and except to the extent that any such loss, defect, or damage shallhavearisenfromanywilfuldefaultorneglectoftheAuthorityshall have arisen from any willful default or neglectoftheAuthority. (v) The Contractor shall remedy any and all loss, defect or damage to the Project Highway during the Defects Liability Period at the Contractor’s cost to the extent that such loss, defect or damage shall have arisen out of the reasons specified in Clause17.3. (vi) The Contractor shall remedy any and all loss or damage to the Project Highway during the Maintenance Period at the Contractor’s cost, including those stated in Clause 14.1 (ii), save and except to the extent that any such loss or damage shall have arisen on account of any wilful default or neglect of the Authority or on account of a Force MajeureEvent. (vii) The Contractor shall, at its own cost and expense, in addition to and not in derogation of its obligations elsewhere set out in thisAgreementthis Agreement: (a) make, or cause to be made, necessary applications to the relevant Government Instrumentalities with such particulars and details as may be required for obtaining Applicable Permits set forth in Schedule-F and obtain and keep in force and effect such Applicable Permits in conformity with the Applicable Laws; (b) procure, as required, the appropriate proprietary rights, licences, agreements and permissions for Materials, methods, processes and systems used or incorporated into the ProjectHighwayProject Highway; Contract AgreementPage 36 of 153 “Widening / Improvement to 4 (Four) Lane with Paved Shoulder configuration of existing single lane road from Kachukhana Harichara Paglagaunj to Dhubri - Phulbari Bridge approach (Package-II) of Srirampur - Dhubri Section of NH-127B from existing Km 28.050 to Km 55.060 (Design Km 27.650 to Km 54.154), (Design Length=26.504 Km) on EPC Mode in the State of Assam under JICA - ODA loan assistance.” Mar 2022 (c) make reasonable efforts to maintain harmony and good industrial relations among the personnel employed byit or its Sub-contractors in connection with the performance of its obligations under thisAgreement; (d) ensureandprocurethatitsSub-contractorscomplywithallApplicablePermits and Applicable Laws in the performance by them of any of the Contractor’s obligations under thisAgreement; (e) not do or omit to do any act, deed or thing which may in any manner violate any provisions of thisAgreement; (f) support, cooperate with and facilitate the Authority in the implementation and operation of the Project in accordance with the provisions of this Agreement; (g) ensure that the Contractor and its Sub-contractors comply with the safety and welfare measures for labour in accordance with the Applicable Laws and Good IndustryPracticeand shall appoint full time Safety Officer & Labour Welfare Officer to achieve the compliance; (h) keep, on Site, a copy of this Agreement, publications named in this Agreement, the Drawings, Documents relating to the Project, and Change of Scope orders and other communications given under this Agreement. The Authority’s Engineer and its authorised personnel shall have the right of access to all these documents at all reasonabletimes; (i) cooperate with other contractors employed by the Authority and personnel of any public authority;and (j) not interfere unnecessarily or improperly with the convenience of the public, or the access to and use and occupation of all roads and footpaths, irrespective of whether they are public or in the possession of the Authority or ofothers. (k) ensure that all payments to the manpower (labour, operators, technicians, officers, engineers etc) are released directly to their bank account (viii) The Contractor shall undertake all necessary superintendence to plan, arrange, direct, manage, inspect and test the Works. The Contractor shall provide all necessary superintendence of the Works for the proper fulfilling of the Contractor's obligations under the Agreement. Such superintendence shall be given by competent person having adequate knowledge of the operations to be carried out (including the methods and techniques required, the hazards likely to be encountered and methods of preventing accidents) for the satisfactory and safe execution of theWorks. (ix) The Contractor shall obtain and maintain a project related bank account operational at site where all transactions related to the payment of work will be done. The Contractor shall submit a monthly account statement and a detailed report on utilization of funds transferred to this project related bank account to Authority’s Engineer along with Stage Payment Statement. Notwithstanding anything contrary to Contract AgreementPage 37 of 153 “Widening / Improvement to 4 (Four) Lane with Paved Shoulder configuration of existing single lane road from Kachukhana Harichara Paglagaunj to Dhubri - Phulbari Bridge approach (Package-II) of Srirampur - Dhubri Section of NH-127B from existing Km 28.050 to Km 55.060 (Design Km 27.650 to Km 54.154), (Design Length=26.504 Km) on EPC Mode in the State of Assam under JICA - ODA loan assistance.” Mar 2022 this agreement, the authority, in the interest and to ensure timely completion of the work, reserves the right to audit such bank accounts to ensure that there is no diversion of funds from this project specific account to any other project being implemented by the Contractor. (x) The Contractor shall provide the documents of the Contractor specified in the Agreement, and all Contractors' personnel; Goods, consumables and other things and services, whether of a temporary or permanent nature, required in and for the execution, completion of Works and remedyingdefectsremedying defects. (xi) The Contractor shall perform the Works in conformity with the Project requirements and other requirements and standards prescribed under or pursuant to the Agreement. (xii) The Contractor shall carry out such work incidental and contingent to the original Scope of the Project to comply with Good IndustryPracticesIndustry Practices. (xiii) The Contractor shall maintain required staff and necessary Contractor’s equipment and materials within the reach of the Site during the Defects Liability Period so that any defects arising are promptlyattendedpromptly attended. 4.2 Obligations relating to sub-contracts and any otheragreements other agreements (i) The Contractor, whether Joint Venture or sole, shall not sub-contract any Works except in more than 49% (forty nine percent) of the specialised work for which Contract Price and shall carry out Works directly under its own supervision and through its own personnel and equipment in at least 51% (fifty one percent) of the Contract Price. Further, in case the Contractor has given information is a Joint Venture, then the Lead Member shall carry out Works directly through its own resources (men, material and machines etc.) in at least 51% (fifty one percent) of total length of the time of biddingProject Highway. Provided, however, that in respect of the Works carried out directly by the Contractor, it may enter into contracts for the supply and installation of Materials, Plant, equipment, road furniture, safety devices and labour, as the case may be, for such Works. For avoidance of doubt, the parties agree that the Contractor may sub-divide the aforesaid length of 51% (fifty one percent) in no more than 5 (five) sections of the Project Highway. The Parties further agree that all obligations and liabilities under this Agreement for the entire project Project Highway shall at all times remain with theContractorthe Contractor. (ii) It is expressly agreed that In the contractor shallevent any sub-contract for Works, at all times, be responsible and liable for all its obligations under this Agreement notwithstanding anything contained in or the agreements aggregate of such sub-contracts with its any Sub-contractors or contractor, exceeds 5% (five percent) of the Contract price, the Contractor shall communicate the name and particulars, including the relevant experience of the Sub-Contractor, to the Authority prior to entering into any other agreement that such sub-contract. The Authority shall examine the particulars of the Sub-contractor from the national security and public interest perspective and may be entered into by require the Contractor, and no default under any such agreement shall excuse later than 15 (fifteen) business days from the Contractor date of receiving the communication from its obligations or liability under this Agreement. However, in case of non-compliance of the Contractor towards his obligations for payments to the approved Sub-contractor(s), which is likely to affect the progress of works, the authority reserves the right to intervene and direct the Contractor to release such outstanding payments to approved Sub-contractor(s) out of the payments due for the completed Works in the interest of work. (iii) Only with the prior approval of the Authority, specialised work can be sub-contracted upto 20% of the Project Cost. Contract AgreementPage 38 of 153 “Widening / Improvement to 4 (Four) Lane with Paved Shoulder configuration of existing single lane road from Kachukhana Harichara Paglagaunj to Dhubri - Phulbari Bridge approach (Package-II) of Srirampur - Dhubri Section of NH-127B from existing Km 28.050 to Km 55.060 (Design Km 27.650 to Km 54.154), (Design Length=26.504 Km) on EPC Mode in the State of Assam under JICA - ODA loan assistance.” Mar 2022

Deemed Termination. upondelay Without prejudice to the provisions of Clauses 8.3, and subject to the provisions of Clause 7.3, the Parties expressly agree that in the event the Appointed Date does not occur, for any reason whatsoever, within 90 days of signing of the Agreement and submission of the full Performance Security by the Contractor, the Agreement shall be deemed to have been terminated. The Authority shall pay damages to the Contractor equivalent to 1% of the Contract Price (3% in case of standalone bridge projects). All other rights, privileges, claims and entitlements of the Contractor under or arising out of this Agreement shall be deemed to have been waived by, and to have ceased. The Contractor shall hand over all information in relation to the Highway, including but not limited to any data, designs, drawings, structures, information, plans, etc. prepared by them for the Highway, to theAuthority. 9 Clause 3.3 may be suitably modified in the event that all the environmental clearances for the Project Highway have been received or are not required. It should be clearly stated that all the environmental clearances for the Project Highway have been received; or such environmental clearances for the Project Highway are not required. Contract AgreementPage 35 34 of 153 “Widening / Improvement 251 Construction of Service Road and RCC Drain on both sides of NH 37A from Kaliabor –Tiniali- (Km 0.000) to 4 Kolong Bridge (FourKm 0.600) Lane with Paved Shoulder configuration of existing single lane road from Kachukhana Harichara Paglagaunj to Dhubri - Phulbari Bridge approach (Package-II) of Srirampur - Dhubri Section of NH-127B from existing Km 28.050 to Km 55.060 (Design Km 27.650 to Km 54.154), (Design Length=26.504 Km) on EPC Mode in Nagaon district in the State state of Assam under JICA - ODA loan assistance.” Mar 2022 EPC Mode Nov 2023 Article 4 Obligations of the Contractor 4.1 Obligations of theContractor (i) Subject to and on the terms and conditions of this Agreement, the Contractor shall undertake the survey, investigation, design, engineering, procurement, construction, and maintenance of the Project Highway and observe, fulfill, comply with and perform allitsobligationssetoutinthisAgreementorarising hereunder. (ii) The Contractor shall comply with all Applicable Laws and Applicable Permits (including renewals as required) in the performance of its obligations under this Agreement. (iii) Subject to the provisions of Clauses 4.1 (i) and 4.1 (ii), the Contractor shall discharge its obligations in accordance with Good Industry Practice and as a reasonable and prudentperson. (iv) The Contractor shall remedy any and all loss, defects, or damage to the Project Highway from the Appointed Date until the end of the Construction Period at the Contractor’s cost, save and except to the extent that any such loss, defect, or damage shallhavearisenfromanywilfuldefaultorneglectoftheAuthority. (v) The Contractor shall remedy any and all loss, defect or damage to the Project Highway during the Defects Liability Period at the Contractor’s cost to the extent that such loss, defect or damage shall have arisen out of the reasons specified in Clause17.3. (vi) The Contractor shall remedy any and all loss or damage to the Project Highway during the Maintenance Period at the Contractor’s cost, including those stated in Clause 14.1 (ii), save and except to the extent that any such loss or damage shall have arisen on account of any wilful default or neglect of the Authority or on account of a Force MajeureEvent. (vii) The Contractor shall, at its own cost and expense, in addition to and not in derogation of its obligations elsewhere set out in thisAgreement: (a) make, or cause to be made, necessary applications to the relevant Government Instrumentalities with such particulars and details as may be required for obtaining Applicable Permits set forth in Schedule-F and obtain and keep in force and effect such Applicable Permits in conformity with the Applicable Laws; (b) procure, as required, the appropriate proprietary rights, licences, agreements and permissions for Materials, methods, processes and systems used or incorporated into the ProjectHighway; Contract AgreementPage 36 35 of 153 “Widening / Improvement 251 Construction of Service Road and RCC Drain on both sides of NH 37A from Kaliabor –Tiniali- (Km 0.000) to 4 Kolong Bridge (FourKm 0.600) Lane with Paved Shoulder configuration of existing single lane road from Kachukhana Harichara Paglagaunj to Dhubri - Phulbari Bridge approach (Package-II) of Srirampur - Dhubri Section of NH-127B from existing Km 28.050 to Km 55.060 (Design Km 27.650 to Km 54.154), (Design Length=26.504 Km) on EPC Mode in Nagaon district in the State state of Assam under JICA - ODA loan assistance.” Mar 2022 EPC Mode Nov 2023 (c) make reasonable efforts to maintain harmony and good industrial relations among the personnel employed byit or its Sub-contractors in connection with the performance of its obligations under thisAgreement; (d) ensureandprocurethatitsSub-contractorscomplywithallApplicablePermits and Applicable Laws in the performance by them of any of the Contractor’s obligations under thisAgreement; (e) not do or omit to do any act, deed or thing which may in any manner violate any provisions of thisAgreement; (f) support, cooperate with and facilitate the Authority in the implementation and operation of the Project in accordance with the provisions of this Agreement; (g) ensure that the Contractor and its Sub-contractors comply with the safety and welfare measures for labour in accordance with the Applicable Laws and Good IndustryPracticeand shall appoint full time Safety Officer & &Labour Welfare Officer to achieve the compliance; (h) keep, on Site, a copy of this Agreement, publications named in this Agreement, the Drawings, Documents relating to the Project, and Change of Scope orders and other communications given under this Agreement. The Authority’s Engineer and its authorised personnel shall have the right of access to all these documents at all reasonabletimes; (i) cooperate with other contractors employed by the Authority and personnel of any public authority;and (j) not interfere unnecessarily or improperly with the convenience of the public, or the access to and use and occupation of all roads and footpaths, irrespective of whether they are public or in the possession of the Authority or ofothers. (k) ensure that all payments to the manpower (labour, operators, technicians, officers, engineers etc) are released directly to their bank account (viii) The Contractor shall undertake all necessary superintendence to plan, arrange, direct, manage, inspect and test the Works. The Contractor shall provide all necessary superintendence of the Works for the proper fulfilling of the Contractor's obligations under the Agreement. Such superintendence shall be given by competent person having adequate knowledge of the operations to be carried out (including the methods and techniques required, the hazards likely to be encountered and methods of preventing accidents) for the satisfactory and safe execution of theWorks. (ix) The Contractor shall obtain and maintain a project related bank account operational at site where all transactions related to the payment of work will be done. The Contractor shall submit a monthly account statement and a detailed report on utilization of funds transferred to this project related bank account to Authority’s Engineer along with Stage Payment Statement. Notwithstanding anything contrary to Contract AgreementPage 37 36 of 153 “Widening / Improvement 251 Construction of Service Road and RCC Drain on both sides of NH 37A from Kaliabor –Tiniali- (Km 0.000) to 4 Kolong Bridge (FourKm 0.600) Lane with Paved Shoulder configuration of existing single lane road from Kachukhana Harichara Paglagaunj to Dhubri - Phulbari Bridge approach (Package-II) of Srirampur - Dhubri Section of NH-127B from existing Km 28.050 to Km 55.060 (Design Km 27.650 to Km 54.154), (Design Length=26.504 Km) on EPC Mode in Nagaon district in the State state of Assam under JICA - ODA loan assistance.” Mar 2022 this agreement, the authority, in the interest and to ensure timely completion of the work, reserves the right to audit such bank accounts to ensure that there is no diversion of funds from this project specific account to any other project being implemented by the Contractor. (x) The Contractor shall provide the documents of the Contractor specified in the Agreement, and all Contractors' personnel; Goods, consumables and other things and services, whether of a temporary or permanent nature, required in and for the execution, completion of Works and remedyingdefects. (xi) The Contractor shall perform the Works in conformity with the Project requirements and other requirements and standards prescribed under or pursuant to the Agreement. (xii) The Contractor shall carry out such work incidental and contingent to the original Scope of the Project to comply with Good IndustryPractices. (xiii) The Contractor shall maintain required staff and necessary Contractor’s equipment and materials within the reach of the Site during the Defects Liability Period so that any defects arising are promptlyattended. 4.2 Obligations relating to sub-contracts and any otheragreements (i) The Contractor, whether Joint Venture or sole, shall not sub-contract any Works except the specialised work for which the Contractor has given information at the time of bidding. Provided, however, that in respect of the Works carried out directly by the Contractor, it may enter into contracts for the supply and installation of Materials, Plant, equipment, road furniture, safety devices and labour, as the case may be, for such Works. The Parties further agree that all obligations and liabilities under this Agreement for the entire project Highway shall at all times remain with theContractor. (ii) It is expressly agreed that the contractor shall, at all times, be responsible and liable for all its obligations under this Agreement notwithstanding anything contained in the agreements with its Sub-contractors or any other agreement that may be entered into by the Contractor, and no default under any such agreement shall excuse the Contractor from its obligations or liability under this Agreement. However, in case of non-compliance of the Contractor towards his obligations for payments to the approved Sub-contractor(s), which is likely to affect the progress of works, the authority reserves the right to intervene and direct the Contractor to release such outstanding payments to approved Sub-contractor(s) out of the payments due for the completed Works in the interest of work. (iii) Only with the prior approval of the Authority, specialised work can be sub-contracted upto 20% of the Project Cost. Contract AgreementPage 38 of 153 “Widening / Improvement to 4 (Four) Lane with Paved Shoulder configuration of existing single lane road from Kachukhana Harichara Paglagaunj to Dhubri - Phulbari Bridge approach (Package-II) of Srirampur - Dhubri Section of NH-127B from existing Km 28.050 to Km 55.060 (Design Km 27.650 to Km 54.154), (Design Length=26.504 Km) on EPC Mode in the State of Assam under JICA - ODA loan assistance.” Mar 2022Nov 2023

Deemed Termination. upondelay Without prejudice to the provisions of Clauses 8.3, and subject to the provisions of Clause 7.3, the Parties expressly agree that in the event the Appointed Date does not occur, for any reason whatsoever, within 90 days of signing of the Agreement and submission of the full Performance Security by the Contractor, the Agreement shall be deemed to have been terminated. The Authority shall pay damages to the Contractor equivalent to 1% of the Contract Price (3% in case of standalone bridge projects). All other rights, privileges, claims and entitlements of the Contractor under or arising out of this Agreement shall be deemed to have been waived by, and to have ceased. The Contractor shall hand over all information in relation to the Highway, including but not limited to any data, designs, drawings, structures, information, plans, etc. prepared by them for the Highway, to theAuthority. 9 Clause 3.3 may be suitably modified in the event that all the environmental clearances for the Project Highway have been received or are not required. It should be clearly stated that all the environmental clearances for the Project Highway have been received; or such environmental clearances for the Project Highway are not required. Contract AgreementPage 35 34 of 153 152 “Widening / Improvement Construction of Four Lane Panchgram Bypass from Design Chainage km 15+500 on NH-37 (Old NH-53) at Kalinagar Pt.-II Village to 4 Design Chainage km 27+300 at crossing with NH-6 (FourOld NH-44) Lane with Paved Shoulder configuration of existing single lane road from Kachukhana Harichara Paglagaunj to Dhubri - Phulbari Bridge approach (Package-II) of Srirampur - Dhubri Section of NH-127B from existing Km 28.050 to Km 55.060 (Design Km 27.650 to Km 54.154), (Design Length=26.504 Km) on EPC Mode Near Xxxxxxxxx Pt.-I Village in the State of Assam on EPC Mode under JICA - ODA loan assistance.Bharatmala Pariyojana in Economic Corridors (Project Length – 11.8 km)” Mar 2022 (2nd Call) Feb 2023 Article 4 Obligations of the Contractor 4.1 Obligations of theContractor (i) Subject to and on the terms and conditions of this Agreement, the Contractor shall undertake the survey, investigation, design, engineering, procurement, construction, and maintenance of the Project Highway and observe, fulfill, comply with and perform allitsobligationssetoutinthisAgreementorarising hereunder. (ii) The Contractor shall comply with all Applicable Laws and Applicable Permits (including renewals as required) in the performance of its obligations under this Agreement. (iii) Subject to the provisions of Clauses 4.1 (i) and 4.1 (ii), the Contractor shall discharge its obligations in accordance with Good Industry Practice and as a reasonable and prudentperson. (iv) The Contractor shall remedy any and all loss, defects, or damage to the Project Highway from the Appointed Date until the end of the Construction Period at the Contractor’s cost, save and except to the extent that any such loss, defect, or damage shallhavearisenfromanywilfuldefaultorneglectoftheAuthority. (v) The Contractor shall remedy any and all loss, defect or damage to the Project Highway during the Defects Liability Period at the Contractor’s cost to the extent that such loss, defect or damage shall have arisen out of the reasons specified in Clause17.3. (vi) The Contractor shall remedy any and all loss or damage to the Project Highway during the Maintenance Period at the Contractor’s cost, including those stated in Clause 14.1 (ii), save and except to the extent that any such loss or damage shall have arisen on account of any wilful default or neglect of the Authority or on account of a Force MajeureEvent. (vii) The Contractor shall, at its own cost and expense, in addition to and not in derogation of its obligations elsewhere set out in thisAgreement: (a) make, or cause to be made, necessary applications to the relevant Government Instrumentalities with such particulars and details as may be required for obtaining Applicable Permits set forth in Schedule-F and obtain and keep in force and effect such Applicable Permits in conformity with the Applicable Laws; (b) procure, as required, the appropriate proprietary rights, licences, agreements and permissions for Materials, methods, processes and systems used or incorporated into the ProjectHighway; Contract AgreementPage 36 35 of 153 152 “Widening / Improvement Construction of Four Lane Panchgram Bypass from Design Chainage km 15+500 on NH- 37 (Old NH-53) at Kalinagar Pt.-II Village to 4 Design Chainage km 27+300 at crossing with NH-6 (FourOld NH-44) Lane with Paved Shoulder configuration of existing single lane road from Kachukhana Harichara Paglagaunj to Dhubri - Phulbari Bridge approach (Package-II) of Srirampur - Dhubri Section of NH-127B from existing Km 28.050 to Km 55.060 (Design Km 27.650 to Km 54.154), (Design Length=26.504 Km) on EPC Mode Near Xxxxxxxxx Pt.-I Village in the State of Assam on EPC Mode under JICA - ODA loan assistance.Xxxxxxxxxx Xxxxxxxxxx in Economic Corridors (Project Length – 11.8 km)” Mar 2022 (2nd Call) Feb 2023 (c) make reasonable efforts to maintain harmony and good industrial relations among the personnel employed byit or its Sub-contractors in connection with the performance of its obligations under thisAgreement; (d) ensureandprocurethatitsSub-contractorscomplywithallApplicablePermits and Applicable Laws in the performance by them of any of the Contractor’s obligations under thisAgreement; (e) not do or omit to do any act, deed or thing which may in any manner violate any provisions of thisAgreement; (f) support, cooperate with and facilitate the Authority in the implementation and operation of the Project in accordance with the provisions of this Agreement; (g) ensure that the Contractor and its Sub-contractors comply with the safety and welfare measures for labour in accordance with the Applicable Laws and Good IndustryPracticeand shall appoint full time Safety Officer & Labour Welfare Officer to achieve the compliance; (h) keep, on Site, a copy of this Agreement, publications named in this Agreement, the Drawings, Documents relating to the Project, and Change of Scope orders and other communications given under this Agreement. The Authority’s Engineer and its authorised personnel shall have the right of access to all these documents at all reasonabletimes; (i) cooperate with other contractors employed by the Authority and personnel of any public authority;and (j) not interfere unnecessarily or improperly with the convenience of the public, or the access to and use and occupation of all roads and footpaths, irrespective of whether they are public or in the possession of the Authority or ofothers. (k) ensure that all payments to the manpower (labour, operators, technicians, officers, engineers etc) are released directly to their bank account (viii) The Contractor shall undertake all necessary superintendence to plan, arrange, direct, manage, inspect and test the Works. The Contractor shall provide all necessary superintendence of the Works for the proper fulfilling of the Contractor's obligations under the Agreement. Such superintendence shall be given by competent person having adequate knowledge of the operations to be carried out (including the methods and techniques required, the hazards likely to be encountered and methods of preventing accidents) for the satisfactory and safe execution of theWorks. (ix) The Contractor shall obtain and maintain a project related bank account operational at site where all transactions related to the payment of work will be done. The Contractor shall submit a monthly account statement and a detailed report on utilization of funds transferred to this project related bank account to Authority’s Engineer along with Stage Payment Statement. Notwithstanding anything contrary to Contract AgreementPage 37 36 of 153 152 “Widening / Improvement Construction of Four Lane Panchgram Bypass from Design Chainage km 15+500 on NH-37 (Old NH-53) at Kalinagar Pt.-II Village to 4 Design Chainage km 27+300 at crossing with NH-6 (FourOld NH-44) Lane with Paved Shoulder configuration of existing single lane road from Kachukhana Harichara Paglagaunj to Dhubri - Phulbari Bridge approach (Package-II) of Srirampur - Dhubri Section of NH-127B from existing Km 28.050 to Km 55.060 (Design Km 27.650 to Km 54.154), (Design Length=26.504 Km) on EPC Mode Near Xxxxxxxxx Pt.-I Village in the State of Assam under JICA - ODA loan assistance.” Mar 2022 this agreement, the authority, in the interest and to ensure timely completion of the work, reserves the right to audit such bank accounts to ensure that there is no diversion of funds from this project specific account to any other project being implemented by the Contractor. (x) The Contractor shall provide the documents of the Contractor specified in the Agreement, and all Contractors' personnel; Goods, consumables and other things and services, whether of a temporary or permanent nature, required in and for the execution, completion of Works and remedyingdefects. (xi) The Contractor shall perform the Works in conformity with the Project requirements and other requirements and standards prescribed under or pursuant to the Agreement. (xii) The Contractor shall carry out such work incidental and contingent to the original Scope of the Project to comply with Good IndustryPractices. (xiii) The Contractor shall maintain required staff and necessary Contractor’s equipment and materials within the reach of the Site during the Defects Liability Period so that any defects arising are promptlyattended. 4.2 Obligations relating to sub-contracts and any otheragreements (i) The Contractor, whether Joint Venture or sole, shall not sub-contract any Works except the specialised work for which the Contractor has given information at the time of bidding. Provided, however, that in respect of the Works carried out directly by the Contractor, it may enter into contracts for the supply and installation of Materials, Plant, equipment, road furniture, safety devices and labour, as the case may be, for such Works. The Parties further agree that all obligations and liabilities under this Agreement for the entire project Highway shall at all times remain with theContractor. (ii) It is expressly agreed that the contractor shall, at all times, be responsible and liable for all its obligations under this Agreement notwithstanding anything contained in the agreements with its Sub-contractors or any other agreement that may be entered into by the Contractor, and no default under any such agreement shall excuse the Contractor from its obligations or liability under this Agreement. However, in case of non-compliance of the Contractor towards his obligations for payments to the approved Sub-contractor(s), which is likely to affect the progress of works, the authority reserves the right to intervene and direct the Contractor to release such outstanding payments to approved Sub-contractor(s) out of the payments due for the completed Works in the interest of work. (iii) Only with the prior approval of the Authority, specialised work can be sub-contracted upto 20% of the Project Cost. Contract AgreementPage 38 of 153 “Widening / Improvement to 4 (Four) Lane with Paved Shoulder configuration of existing single lane road from Kachukhana Harichara Paglagaunj to Dhubri - Phulbari Bridge approach (Package-II) of Srirampur - Dhubri Section of NH-127B from existing Km 28.050 to Km 55.060 (Design Km 27.650 to Km 54.154), (Design Length=26.504 Km) on EPC Mode under Bharatmala Pariyojana in the State of Assam under JICA - ODA loan assistance.Economic Corridors (Project Length – 11.8 km)” Mar 2022(2nd Call) Feb 2023

Deemed Termination. upondelay Without prejudice to the provisions of Clauses 8.3, and subject to the provisions of Clause 7.3, the Parties expressly agree that in the event the Appointed Date does not occur, for any reason whatsoever, within 90 days of signing of the Agreement and submission of the full Performance Security by the Contractor, the Agreement shall be deemed to have been terminated. The Authority shall pay damages to the Contractor equivalent to 1% of the Contract Price (3% in case of standalone bridge projects). All other rights, privileges, claims and entitlements of the Contractor under or arising out of this Agreement shall be deemed to have been waived by, and to have ceased. The Contractor shall hand over all information in relation to the Highway, including but not limited to any data, designs, drawings, structures, information, plans, etc. prepared by them for the Highway, to theAuthority. 9 Clause 3.3 may be suitably modified in the event that all the environmental clearances for the Project Highway have been received or are not required. It should be clearly stated that all the environmental clearances for the Project Highway have been received; or such environmental clearances for the Project Highway are not required. Contract AgreementPage 35 34 of 153 154 “Widening / Improvement Construction of Four Lane Panchgram Bypass from Design Chainage km 15+500 on NH-37 (Old NH-53) at Kalinagar Pt.-II Village to 4 Design Chainage km 27+300 at crossing with NH-6 (FourOld NH-44) Lane with Paved Shoulder configuration of existing single lane road from Kachukhana Harichara Paglagaunj to Dhubri - Phulbari Bridge approach (Package-II) of Srirampur - Dhubri Section of NH-127B from existing Km 28.050 to Km 55.060 (Design Km 27.650 to Km 54.154), (Design Length=26.504 Km) on EPC Mode Near Xxxxxxxxx Pt.-I Village in the State of Assam on EPC Mode under JICA - ODA loan assistance.Bharatmala Pariyojana in Economic Corridors (Project Length – 11.8 km)” (4th Call) Mar 2022 2023 Article 4 Obligations of the Contractor 4.1 Obligations of theContractor (i) Subject to and on the terms and conditions of this Agreement, the Contractor shall undertake the survey, investigation, design, engineering, procurement, construction, and maintenance of the Project Highway and observe, fulfill, comply with and perform allitsobligationssetoutinthisAgreementorarising hereunder. (ii) The Contractor shall comply with all Applicable Laws and Applicable Permits (including renewals as required) in the performance of its obligations under this Agreement. (iii) Subject to the provisions of Clauses 4.1 (i) and 4.1 (ii), the Contractor shall discharge its obligations in accordance with Good Industry Practice and as a reasonable and prudentperson. (iv) The Contractor shall remedy any and all loss, defects, or damage to the Project Highway from the Appointed Date until the end of the Construction Period at the Contractor’s cost, save and except to the extent that any such loss, defect, or damage shallhavearisenfromanywilfuldefaultorneglectoftheAuthority. (v) The Contractor shall remedy any and all loss, defect or damage to the Project Highway during the Defects Liability Period at the Contractor’s cost to the extent that such loss, defect or damage shall have arisen out of the reasons specified in Clause17.3. (vi) The Contractor shall remedy any and all loss or damage to the Project Highway during the Maintenance Period at the Contractor’s cost, including those stated in Clause 14.1 (ii), save and except to the extent that any such loss or damage shall have arisen on account of any wilful default or neglect of the Authority or on account of a Force MajeureEvent. (vii) The Contractor shall, at its own cost and expense, in addition to and not in derogation of its obligations elsewhere set out in thisAgreement: (a) make, or cause to be made, necessary applications to the relevant Government Instrumentalities with such particulars and details as may be required for obtaining Applicable Permits set forth in Schedule-F and obtain and keep in force and effect such Applicable Permits in conformity with the Applicable Laws; (b) procure, as required, the appropriate proprietary rights, licences, agreements and permissions for Materials, methods, processes and systems used or incorporated into the ProjectHighway; Contract AgreementPage 36 35 of 153 154 “Widening / Improvement Construction of Four Lane Panchgram Bypass from Design Chainage km 15+500 on NH- 37 (Old NH-53) at Kalinagar Pt.-II Village to 4 Design Chainage km 27+300 at crossing with NH-6 (FourOld NH-44) Lane with Paved Shoulder configuration of existing single lane road from Kachukhana Harichara Paglagaunj to Dhubri - Phulbari Bridge approach (Package-II) of Srirampur - Dhubri Section of NH-127B from existing Km 28.050 to Km 55.060 (Design Km 27.650 to Km 54.154), (Design Length=26.504 Km) on EPC Mode Near Xxxxxxxxx Pt.-I Village in the State of Assam on EPC Mode under JICA - ODA loan assistance.Xxxxxxxxxx Xxxxxxxxxx in Economic Corridors (Project Length – 11.8 km)” (4th Call) Mar 2022 2023 (c) make reasonable efforts to maintain harmony and good industrial relations among the personnel employed byit or its Sub-contractors in connection with the performance of its obligations under thisAgreement; (d) ensureandprocurethatitsSub-contractorscomplywithallApplicablePermits and Applicable Laws in the performance by them of any of the Contractor’s obligations under thisAgreement; (e) not do or omit to do any act, deed or thing which may in any manner violate any provisions of thisAgreement; (f) support, cooperate with and facilitate the Authority in the implementation and operation of the Project in accordance with the provisions of this Agreement; (g) ensure that the Contractor and its Sub-contractors comply with the safety and welfare measures for labour in accordance with the Applicable Laws and Good IndustryPracticeand shall appoint full time Safety Officer & Labour Welfare Officer to achieve the compliance; (h) keep, on Site, a copy of this Agreement, publications named in this Agreement, the Drawings, Documents relating to the Project, and Change of Scope orders and other communications given under this Agreement. The Authority’s Engineer and its authorised personnel shall have the right of access to all these documents at all reasonabletimes; (i) cooperate with other contractors employed by the Authority and personnel of any public authority;and (j) not interfere unnecessarily or improperly with the convenience of the public, or the access to and use and occupation of all roads and footpaths, irrespective of whether they are public or in the possession of the Authority or ofothers. (k) ensure that all payments to the manpower (labour, operators, technicians, officers, engineers etc) are released directly to their bank account (viii) The Contractor shall undertake all necessary superintendence to plan, arrange, direct, manage, inspect and test the Works. The Contractor shall provide all necessary superintendence of the Works for the proper fulfilling of the Contractor's obligations under the Agreement. Such superintendence shall be given by competent person having adequate knowledge of the operations to be carried out (including the methods and techniques required, the hazards likely to be encountered and methods of preventing accidents) for the satisfactory and safe execution of theWorks. (ix) The Contractor shall obtain and maintain a project related bank account operational at site where all transactions related to the payment of work will be done. The Contractor shall submit a monthly account statement and a detailed report on utilization of funds transferred to this project related bank account to Authority’s Engineer along with Stage Payment Statement. Notwithstanding anything contrary to Contract AgreementPage 37 36 of 153 154 “Widening / Improvement Construction of Four Lane Panchgram Bypass from Design Chainage km 15+500 on NH-37 (Old NH-53) at Kalinagar Pt.-II Village to 4 Design Chainage km 27+300 at crossing with NH-6 (FourOld NH-44) Lane with Paved Shoulder configuration of existing single lane road from Kachukhana Harichara Paglagaunj to Dhubri - Phulbari Bridge approach (Package-II) of Srirampur - Dhubri Section of NH-127B from existing Km 28.050 to Km 55.060 (Design Km 27.650 to Km 54.154), (Design Length=26.504 Km) on EPC Mode Near Xxxxxxxxx Pt.-I Village in the State of Assam under JICA - ODA loan assistance.” Mar 2022 this agreement, the authority, in the interest and to ensure timely completion of the work, reserves the right to audit such bank accounts to ensure that there is no diversion of funds from this project specific account to any other project being implemented by the Contractor. (x) The Contractor shall provide the documents of the Contractor specified in the Agreement, and all Contractors' personnel; Goods, consumables and other things and services, whether of a temporary or permanent nature, required in and for the execution, completion of Works and remedyingdefects. (xi) The Contractor shall perform the Works in conformity with the Project requirements and other requirements and standards prescribed under or pursuant to the Agreement. (xii) The Contractor shall carry out such work incidental and contingent to the original Scope of the Project to comply with Good IndustryPractices. (xiii) The Contractor shall maintain required staff and necessary Contractor’s equipment and materials within the reach of the Site during the Defects Liability Period so that any defects arising are promptlyattended. 4.2 Obligations relating to sub-contracts and any otheragreements (i) The Contractor, whether Joint Venture or sole, shall not sub-contract any Works except the specialised work for which the Contractor has given information at the time of bidding. Provided, however, that in respect of the Works carried out directly by the Contractor, it may enter into contracts for the supply and installation of Materials, Plant, equipment, road furniture, safety devices and labour, as the case may be, for such Works. The Parties further agree that all obligations and liabilities under this Agreement for the entire project Highway shall at all times remain with theContractor. (ii) It is expressly agreed that the contractor shall, at all times, be responsible and liable for all its obligations under this Agreement notwithstanding anything contained in the agreements with its Sub-contractors or any other agreement that may be entered into by the Contractor, and no default under any such agreement shall excuse the Contractor from its obligations or liability under this Agreement. However, in case of non-compliance of the Contractor towards his obligations for payments to the approved Sub-contractor(s), which is likely to affect the progress of works, the authority reserves the right to intervene and direct the Contractor to release such outstanding payments to approved Sub-contractor(s) out of the payments due for the completed Works in the interest of work. (iii) Only with the prior approval of the Authority, specialised work can be sub-contracted upto 20% of the Project Cost. Contract AgreementPage 38 of 153 “Widening / Improvement to 4 (Four) Lane with Paved Shoulder configuration of existing single lane road from Kachukhana Harichara Paglagaunj to Dhubri - Phulbari Bridge approach (Package-II) of Srirampur - Dhubri Section of NH-127B from existing Km 28.050 to Km 55.060 (Design Km 27.650 to Km 54.154), (Design Length=26.504 Km) on EPC Mode under Xxxxxxxxxx Xxxxxxxxxx in the State of Assam under JICA - ODA loan assistance.Economic Corridors (Project Length – 11.8 km)” (4th Call) Mar 20222023

Deemed Termination. upondelay Without prejudice to the provisions of Clauses 8.3, and subject to the provisions of Clause 7.3, the Parties expressly agree that in the event the Appointed Date does not occur, for any reason whatsoever, within 90 days of signing of the Agreement and submission of the full Performance Security by the Contractor, the Agreement shall be deemed to have been terminated. The Authority shall pay damages to the Contractor equivalent to 1% of the Contract Price (3% in case of standalone bridge projects). All other rights, privileges, claims and entitlements of the Contractor under or arising out of this Agreement shall be deemed to have been waived by, and to have ceased. The Contractor shall hand over all information in relation to the Highway, including but not limited to any data, designs, drawings, structures, information, plans, etc. prepared by them for the Highway, to theAuthority. 9 Clause 3.3 may be suitably modified in the event that all the environmental clearances for the Project Highway have been received or are not required. It should be clearly stated that all the environmental clearances for the Project Highway have been received; or such environmental clearances for the Project Highway are not required. Contract AgreementPage 35 33 of 153 149 “Widening / Improvement Development and Up-gradation of 4 laning of Jamugurihat to 4 (Four) Lane with Paved Shoulder configuration end of existing single lane road Biswanath Chariali By-Pass from Kachukhana Harichara Paglagaunj to Dhubri - Phulbari Bridge approach (Package-II) of Srirampur - Dhubri Section of NH-127B from existing Km 28.050 182.000 to Km 55.060 (Design Km 27.650 to Km 54.154), (Design Length=26.504 Km) on EPC Mode 208.000 of NH -52 in the State state of Assam under JICA - ODA loan assistance.in Engineering, Procurement & Construction (EPC) basis. ” Mar 2022 Jan 2023 Article 4 Obligations of the Contractor 4.1 Obligations of theContractor (i) Subject to and on the terms and conditions of this Agreement, the Contractor shall undertake the survey, investigation, design, engineering, procurement, construction, and maintenance of the Project Highway and observe, fulfill, comply with and perform allitsobligationssetoutinthisAgreementorarising hereunder. (ii) The Contractor shall comply with all Applicable Laws and Applicable Permits (including renewals as required) in the performance of its obligations under this Agreement. (iii) Subject to the provisions of Clauses 4.1 (i) and 4.1 (ii), the Contractor shall discharge its obligations in accordance with Good Industry Practice and as a reasonable and prudentperson. (iv) The Contractor shall remedy any and all loss, defects, or damage to the Project Highway from the Appointed Date until the end of the Construction Period at the Contractor’s cost, save and except to the extent that any such loss, defect, or damage shallhavearisenfromanywilfuldefaultorneglectoftheAuthority. (v) The Contractor shall remedy any and all loss, defect or damage to the Project Highway during the Defects Liability Period at the Contractor’s cost to the extent that such loss, defect or damage shall have arisen out of the reasons specified in Clause17.3. (vi) The Contractor shall remedy any and all loss or damage to the Project Highway during the Maintenance Period at the Contractor’s cost, including those stated in Clause 14.1 (ii), save and except to the extent that any such loss or damage shall have arisen on account of any wilful default or neglect of the Authority or on account of a Force MajeureEvent. (vii) The Contractor shall, at its own cost and expense, in addition to and not in derogation of its obligations elsewhere set out in thisAgreement: (a) make, or cause to be made, necessary applications to the relevant Government Instrumentalities with such particulars and details as may be required for obtaining Applicable Permits set forth in Schedule-F and obtain and keep in force and effect such Applicable Permits in conformity with the Applicable Laws; (b) procure, as required, the appropriate proprietary rights, licences, agreements and permissions for Materials, methods, processes and systems used or incorporated into the ProjectHighway; Contract AgreementPage 36 34 of 153 “Widening / Improvement to 4 (Four) Lane with Paved Shoulder configuration of existing single lane road 149 Chariali By-Pass from Kachukhana Harichara Paglagaunj to Dhubri - Phulbari Bridge approach (Package-II) of Srirampur - Dhubri Section of NH-127B from existing Km 28.050 182.000 to Km 55.060 (Design Km 27.650 to Km 54.154), (Design Length=26.504 Km) on EPC Mode 208.000 of NH -52 in the State state of Assam under JICA - ODA loan assistance.in Engineering, Procurement & Construction (EPC) basis. ” Mar 2022 (c) make reasonable efforts to maintain harmony and good industrial relations among the personnel employed byit or its Sub-contractors in connection with the performance of its obligations under thisAgreement; (d) ensureandprocurethatitsSub-contractorscomplywithallApplicablePermits and Applicable Laws in the performance by them of any of the Contractor’s obligations under thisAgreement; (e) not do or omit to do any act, deed or thing which may in any manner violate any provisions of thisAgreement; (f) support, cooperate with and facilitate the Authority in the implementation and operation of the Project in accordance with the provisions of this Agreement; (g) ensure that the Contractor and its Sub-contractors comply with the safety and welfare measures for labour in accordance with the Applicable Laws and Good IndustryPracticeand shall appoint full time Safety Officer & Labour Welfare Officer to achieve the compliance; (h) keep, on Site, a copy of this Agreement, publications named in this Agreement, the Drawings, Documents relating to the Project, and Change of Scope orders and other communications given under this Agreement. The Authority’s Engineer and its authorised personnel shall have the right of access to all these documents at all reasonabletimes; (i) cooperate with other contractors employed by the Authority and personnel of any public authority;and (j) not interfere unnecessarily or improperly with the convenience of the public, or the access to and use and occupation of all roads and footpaths, irrespective of whether they are public or in the possession of the Authority or ofothers. (k) ensure that all payments to the manpower (labour, operators, technicians, officers, engineers etc) are released directly to their bank account (viii) The Contractor shall undertake all necessary superintendence to plan, arrange, direct, manage, inspect and test the Works. The Contractor shall provide all necessary superintendence of the Works for the proper fulfilling of the Contractor's obligations under the Agreement. Such superintendence shall be given by competent person having adequate knowledge of the operations to be carried out (including the methods and techniques required, the hazards likely to be encountered and methods of preventing accidents) for the satisfactory and safe execution of theWorks. (ix) The Contractor shall obtain and maintain a project related bank account operational at site where all transactions related to the payment of work will be done. The Contractor shall submit a monthly account statement and a detailed report on utilization of funds transferred to this project related bank account to Authority’s Engineer along with Stage Payment Statement. Notwithstanding anything contrary to Contract AgreementPage 37 of 153 “Widening / Improvement to 4 (Four) Lane with Paved Shoulder configuration of existing single lane road from Kachukhana Harichara Paglagaunj to Dhubri - Phulbari Bridge approach (Package-II) of Srirampur - Dhubri Section of NH-127B from existing Km 28.050 to Km 55.060 (Design Km 27.650 to Km 54.154), (Design Length=26.504 Km) on EPC Mode in the State of Assam under JICA - ODA loan assistance.” Mar 2022 this agreement, the authority, in the interest and to ensure timely completion of the work, reserves the right to audit such bank accounts to ensure that there is no diversion of funds from this project specific account to any other project being implemented by the Contractor. (x) The Contractor shall provide the documents of the Contractor specified in the Agreement, and all Contractors' personnel; Goods, consumables and other things and services, whether of a temporary or permanent nature, required in and for the execution, completion of Works and remedyingdefects. (xi) The Contractor shall perform the Works in conformity with the Project requirements and other requirements and standards prescribed under or pursuant to the Agreement. (xii) The Contractor shall carry out such work incidental and contingent to the original Scope of the Project to comply with Good IndustryPractices. (xiii) The Contractor shall maintain required staff and necessary Contractor’s equipment and materials within the reach of the Site during the Defects Liability Period so that any defects arising are promptlyattended. 4.2 Obligations relating to sub-contracts and any otheragreements (i) The Contractor, whether Joint Venture or sole, shall not sub-contract any Works except the specialised work for which the Contractor has given information at the time of bidding. Provided, however, that in respect of the Works carried out directly by the Contractor, it may enter into contracts for the supply and installation of Materials, Plant, equipment, road furniture, safety devices and labour, as the case may be, for such Works. The Parties further agree that all obligations and liabilities under this Agreement for the entire project Highway shall at all times remain with theContractor. (ii) It is expressly agreed that the contractor shall, at all times, be responsible and liable for all its obligations under this Agreement notwithstanding anything contained in the agreements with its Sub-contractors or any other agreement that may be entered into by the Contractor, and no default under any such agreement shall excuse the Contractor from its obligations or liability under this Agreement. However, in case of non-compliance of the Contractor towards his obligations for payments to the approved Sub-contractor(s), which is likely to affect the progress of works, the authority reserves the right to intervene and direct the Contractor to release such outstanding payments to approved Sub-contractor(s) out of the payments due for the completed Works in the interest of work. (iii) Only with the prior approval of the Authority, specialised work can be sub-contracted upto 20% of the Project Cost. Contract AgreementPage 38 of 153 “Widening / Improvement to 4 (Four) Lane with Paved Shoulder configuration of existing single lane road from Kachukhana Harichara Paglagaunj to Dhubri - Phulbari Bridge approach (Package-II) of Srirampur - Dhubri Section of NH-127B from existing Km 28.050 to Km 55.060 (Design Km 27.650 to Km 54.154), (Design Length=26.504 Km) on EPC Mode in the State of Assam under JICA - ODA loan assistance.” Mar 2022Jan 2023

Deemed Termination. upondelay Without prejudice to the provisions of Clauses 8.3, and subject to the provisions of Clause 7.3, the Parties expressly agree that in the event the Appointed Date does not occur, for any reason whatsoever, within 90 days of signing of the Agreement and submission of the full Performance Security by the Contractor, the Agreement shall be deemed to have been terminated. The Authority shall pay damages to the Contractor equivalent to 1% of the Contract Price (3% in case of standalone bridge projects). All other rights, privileges, claims and entitlements of the Contractor under or arising out of this Agreement shall be deemed to have been waived by, and to have ceased. The Contractor shall hand over all information in relation to the Highway, including but not limited to any data, designs, drawings, structures, information, plans, etc. prepared by them for the Highway, to theAuthority. 9 Clause 3.3 may be suitably modified in the event that all the environmental clearances for the Project Highway have been received or are not required. It should be clearly stated that all the environmental clearances for the Project Highway have been received; or such environmental clearances for the Project Highway are not required. Contract AgreementPage 35 34 of 153 152 “Widening / Improvement Construction of Four Lane Panchgram Bypass from Design Chainage km 15+500 on NH-37 (Old NH-53) at Kalinagar Pt.-II Village to 4 Design Chainage km 27+300 at crossing with NH-6 (FourOld NH-44) Lane with Paved Shoulder configuration of existing single lane road from Kachukhana Harichara Paglagaunj to Dhubri - Phulbari Bridge approach (Package-II) of Srirampur - Dhubri Section of NH-127B from existing Km 28.050 to Km 55.060 (Design Km 27.650 to Km 54.154), (Design Length=26.504 Km) on EPC Mode Near Xxxxxxxxx Pt.-I Village in the State of Assam on EPC Mode under JICA - ODA loan assistance.Bharatmala Pariyojana in Economic Corridors (Project Length – 11.8 km)” (3rd Call) Mar 2022 2023 Article 4 Obligations of the Contractor 4.1 Obligations of theContractor (i) Subject to and on the terms and conditions of this Agreement, the Contractor shall undertake the survey, investigation, design, engineering, procurement, construction, and maintenance of the Project Highway and observe, fulfill, comply with and perform allitsobligationssetoutinthisAgreementorarising hereunder. (ii) The Contractor shall comply with all Applicable Laws and Applicable Permits (including renewals as required) in the performance of its obligations under this Agreement. (iii) Subject to the provisions of Clauses 4.1 (i) and 4.1 (ii), the Contractor shall discharge its obligations in accordance with Good Industry Practice and as a reasonable and prudentperson. (iv) The Contractor shall remedy any and all loss, defects, or damage to the Project Highway from the Appointed Date until the end of the Construction Period at the Contractor’s cost, save and except to the extent that any such loss, defect, or damage shallhavearisenfromanywilfuldefaultorneglectoftheAuthority. (v) The Contractor shall remedy any and all loss, defect or damage to the Project Highway during the Defects Liability Period at the Contractor’s cost to the extent that such loss, defect or damage shall have arisen out of the reasons specified in Clause17.3. (vi) The Contractor shall remedy any and all loss or damage to the Project Highway during the Maintenance Period at the Contractor’s cost, including those stated in Clause 14.1 (ii), save and except to the extent that any such loss or damage shall have arisen on account of any wilful default or neglect of the Authority or on account of a Force MajeureEvent. (vii) The Contractor shall, at its own cost and expense, in addition to and not in derogation of its obligations elsewhere set out in thisAgreement: (a) make, or cause to be made, necessary applications to the relevant Government Instrumentalities with such particulars and details as may be required for obtaining Applicable Permits set forth in Schedule-F and obtain and keep in force and effect such Applicable Permits in conformity with the Applicable Laws; (b) procure, as required, the appropriate proprietary rights, licences, agreements and permissions for Materials, methods, processes and systems used or incorporated into the ProjectHighway; Contract AgreementPage 36 35 of 153 152 “Widening / Improvement Construction of Four Lane Panchgram Bypass from Design Chainage km 15+500 on NH- 37 (Old NH-53) at Kalinagar Pt.-II Village to 4 Design Chainage km 27+300 at crossing with NH-6 (FourOld NH-44) Lane with Paved Shoulder configuration of existing single lane road from Kachukhana Harichara Paglagaunj to Dhubri - Phulbari Bridge approach (Package-II) of Srirampur - Dhubri Section of NH-127B from existing Km 28.050 to Km 55.060 (Design Km 27.650 to Km 54.154), (Design Length=26.504 Km) on EPC Mode Near Xxxxxxxxx Pt.-I Village in the State of Assam on EPC Mode under JICA - ODA loan assistance.Xxxxxxxxxx Xxxxxxxxxx in Economic Corridors (Project Length – 11.8 km)” (3rd Call) Mar 2022 2023 (c) make reasonable efforts to maintain harmony and good industrial relations among the personnel employed byit or its Sub-contractors in connection with the performance of its obligations under thisAgreement; (d) ensureandprocurethatitsSub-contractorscomplywithallApplicablePermits and Applicable Laws in the performance by them of any of the Contractor’s obligations under thisAgreement; (e) not do or omit to do any act, deed or thing which may in any manner violate any provisions of thisAgreement; (f) support, cooperate with and facilitate the Authority in the implementation and operation of the Project in accordance with the provisions of this Agreement; (g) ensure that the Contractor and its Sub-contractors comply with the safety and welfare measures for labour in accordance with the Applicable Laws and Good IndustryPracticeand shall appoint full time Safety Officer & Labour Welfare Officer to achieve the compliance; (h) keep, on Site, a copy of this Agreement, publications named in this Agreement, the Drawings, Documents relating to the Project, and Change of Scope orders and other communications given under this Agreement. The Authority’s Engineer and its authorised personnel shall have the right of access to all these documents at all reasonabletimes; (i) cooperate with other contractors employed by the Authority and personnel of any public authority;and (j) not interfere unnecessarily or improperly with the convenience of the public, or the access to and use and occupation of all roads and footpaths, irrespective of whether they are public or in the possession of the Authority or ofothers. (k) ensure that all payments to the manpower (labour, operators, technicians, officers, engineers etc) are released directly to their bank account (viii) The Contractor shall undertake all necessary superintendence to plan, arrange, direct, manage, inspect and test the Works. The Contractor shall provide all necessary superintendence of the Works for the proper fulfilling of the Contractor's obligations under the Agreement. Such superintendence shall be given by competent person having adequate knowledge of the operations to be carried out (including the methods and techniques required, the hazards likely to be encountered and methods of preventing accidents) for the satisfactory and safe execution of theWorks. (ix) The Contractor shall obtain and maintain a project related bank account operational at site where all transactions related to the payment of work will be done. The Contractor shall submit a monthly account statement and a detailed report on utilization of funds transferred to this project related bank account to Authority’s Engineer along with Stage Payment Statement. Notwithstanding anything contrary to Contract AgreementPage 37 36 of 153 152 “Widening / Improvement Construction of Four Lane Panchgram Bypass from Design Chainage km 15+500 on NH-37 (Old NH-53) at Kalinagar Pt.-II Village to 4 Design Chainage km 27+300 at crossing with NH-6 (FourOld NH-44) Lane with Paved Shoulder configuration of existing single lane road from Kachukhana Harichara Paglagaunj to Dhubri - Phulbari Bridge approach (Package-II) of Srirampur - Dhubri Section of NH-127B from existing Km 28.050 to Km 55.060 (Design Km 27.650 to Km 54.154), (Design Length=26.504 Km) on EPC Mode Near Xxxxxxxxx Pt.-I Village in the State of Assam under JICA - ODA loan assistance.” Mar 2022 this agreement, the authority, in the interest and to ensure timely completion of the work, reserves the right to audit such bank accounts to ensure that there is no diversion of funds from this project specific account to any other project being implemented by the Contractor. (x) The Contractor shall provide the documents of the Contractor specified in the Agreement, and all Contractors' personnel; Goods, consumables and other things and services, whether of a temporary or permanent nature, required in and for the execution, completion of Works and remedyingdefects. (xi) The Contractor shall perform the Works in conformity with the Project requirements and other requirements and standards prescribed under or pursuant to the Agreement. (xii) The Contractor shall carry out such work incidental and contingent to the original Scope of the Project to comply with Good IndustryPractices. (xiii) The Contractor shall maintain required staff and necessary Contractor’s equipment and materials within the reach of the Site during the Defects Liability Period so that any defects arising are promptlyattended. 4.2 Obligations relating to sub-contracts and any otheragreements (i) The Contractor, whether Joint Venture or sole, shall not sub-contract any Works except the specialised work for which the Contractor has given information at the time of bidding. Provided, however, that in respect of the Works carried out directly by the Contractor, it may enter into contracts for the supply and installation of Materials, Plant, equipment, road furniture, safety devices and labour, as the case may be, for such Works. The Parties further agree that all obligations and liabilities under this Agreement for the entire project Highway shall at all times remain with theContractor. (ii) It is expressly agreed that the contractor shall, at all times, be responsible and liable for all its obligations under this Agreement notwithstanding anything contained in the agreements with its Sub-contractors or any other agreement that may be entered into by the Contractor, and no default under any such agreement shall excuse the Contractor from its obligations or liability under this Agreement. However, in case of non-compliance of the Contractor towards his obligations for payments to the approved Sub-contractor(s), which is likely to affect the progress of works, the authority reserves the right to intervene and direct the Contractor to release such outstanding payments to approved Sub-contractor(s) out of the payments due for the completed Works in the interest of work. (iii) Only with the prior approval of the Authority, specialised work can be sub-contracted upto 20% of the Project Cost. Contract AgreementPage 38 of 153 “Widening / Improvement to 4 (Four) Lane with Paved Shoulder configuration of existing single lane road from Kachukhana Harichara Paglagaunj to Dhubri - Phulbari Bridge approach (Package-II) of Srirampur - Dhubri Section of NH-127B from existing Km 28.050 to Km 55.060 (Design Km 27.650 to Km 54.154), (Design Length=26.504 Km) on EPC Mode under Xxxxxxxxxx Xxxxxxxxxx in the State of Assam under JICA - ODA loan assistance.Economic Corridors (Project Length – 11.8 km)” (3rd Call) Mar 20222023