Damoh Batiagarh - Madhya Pradesh Road Development ...

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh RoadDisclaimer1. This RFP document is not an agreement and is not an offer by MPRDC toany other party. The purpose of this document is to provide applicants withinformation to assist the formulation of their application for selection. Thisdocument does not purport to contain all the information each applicantmay require. This document may not be appropriate for all persons, and it isnot possible for MPRDC, their employees or advisors to consider theinvestment objectives, financial situation and particular needs of each partywho reads or uses this document. Certain applicants may have a betterknowledge of the proposed assignment than others. Each applicant shouldconduct its own investigations and analysis and should check the accuracy,reliability and for completeness of the information in this document andobtain independent advice from appropriate sources. The MPRDC, theiremployees and advisor make no representation or warranty and shall incurno liability under any law, statute, rules or regulations as to the accuracy,reliability or completeness of the document.2. MPRDC reserves the right to accept or reject any or all applications withoutgiving any reasons thereof.3. MPRDC will not certain any claim for expenses in relation to thepreparation of RFP submissions.4. MPRDC reserves the right to change any or all of the provisions of thisTender. Such changes would be intimated to all parties procuring thistender document.__________________________________________________________________________MPRDC-Bhopal March, 2011 1

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh RoadMP ROAD DEVELOPMENT CORPORATION LIMITED, BHOPAL16-A, Arera Hills, Bhopal-11 (M.P)Ph. 0755-2765205, 2765196 Fax: 0755-2572643Website: www.mprdc.nic.inREQUEST FOR PROPOSAL (RFP)INVITATION FOR SELECTION OF CONSULTANTS TO WORK ASINDEPENDENT ENGINEERThe MP Road Development Corporation Limited intends to appoint anIndependent Engineer for the following project. Offers are invited from reputedconsulting firms/joint ventures, who have proven experience of construction supervisionin the field of roads and highways for short-listing a panel of Consultants. The details ofproject are as under:S.No.Name of Road Approx. Project1 Damoh – Batiagarh –Baxwaha – Hirapur RoadLength (in Time for theCost (` in crores) Km) assignment123 69.60 24 monthsThe consultants will be assessed on the basis of their Technical and Financial offers andfinal selection will be done based on the combined Technical & Financial Score whichwill be arrived at after giving 70% weightage to Technical and 30% weightage toFinancial offers.The assignment consists of working as Independent Engineer in context of ConcessionAgreement. The Independent Engineer will carry out the work in accordance with theprovisions of Concession Agreement. The detailed terms and conditions are mentionedin the Tender Form which can be obtained from the office of Managing Director,MPRDC, 16-A, Arera Hills, Bhopal from 21.04.2011 to 20.05.2011 on any working daybetween office hours. The cost of tender form is ` 20,000/- (Rupees Twenty Thousandonly) which is to be paid in the form of Demand Draft of any Nationalized Bankpayable at Bhopal in favour of MPRDC. The last date of submission of tender is up to3.00 PM on 23.05.2011Documents can also be obtained by post/courier upon a written request accompanied bydocument fee plus Rs. 500/- for postal and related charges. MPRDC will not beresponsible for any delay in receiving the application.MPRDC reserves the right to accept/reject any or all application without assigning anyreason thereof or can annul the tender process at any time.__________________________________________________________________________MPRDC-Bhopal March, 2011 2

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Road2. MPRDC invites offers from the interested Consultants and based on suchsubmission; 5 firms will be short listed based on the eligibility for appointment asIndependent Engineer in consultation with Concessionaire, who meet other laiddown conditions in the competitive bidding process for engagement asIndependent Engineer. Further, Technical proposals of these five companies willbe evaluated and financial offers of top three out of these five ranked consultancyfirms will be opened and the bidder scoring the highest marks based on 70:30weightage (70% for technical qualification and 30% for financial quote) will beawarded the assignment.3. The proposal shall be submitted in English Language and all correspondencewould be in the same language.4. The project basically constitute up-gradation involving construction of two laneDamoh - Batiagarh Road including bridges; widening and rehabilitation ofbridges and culverts, construction of high embankment etc. along with newalignment. The proposed construction works will involve use of modernequipment and construction practices/techniques.5. As per the Terms and Conditions of the Concession Agreement(s), theIndependent Engineer is broadly required to: (i) independently review activitiesassociated with design, design review during construction, required qualityassurance and quality control tests and operation and maintenance of the projecton behalf of both MPRDC and Concessionaire has to ensure compliance of therequirements of the provisions of Concession Agreement (ii) report to MPRDCon the Financial, Technical and physical progress of implementation aspects ofthe project, (iii) assist the parties in arriving at an amicable settlement of disputes,if any. The selection of Independent Engineer shall follow the laid downprocedure given in the Concession Agreement signed between MPRDC and theConcessionaire for the above project.6. The proposal should be submitted by eligible consultancy firm (refer Enclosure-I)in two parts in two separate envelopes/packages and put together in one singleouter envelope/package. The two parts of the proposal are Part-I: TechnicalProposal and Part-2: Financial Proposal. For the given Project, Stage-1 of theEvaluation shall consider the evaluation of the Technical Proposal (i.e Part-1).The firms scoring the qualifying marks (minimum 75%) as mentioned in RFPshall be listed in the descending order of their technical score on the basis ofevaluation of their technical proposals and thereafter further technical proposalwill be evaluated i.e. CV‟s, methodology etc. and five top ranked firms shall onlybe considered for this evaluation. Under Stagte-2, the Financial Proposal of threehighest technically ranked firms, as selected above shall be opened and evaluated.The weightage of Technical and Financial score shall be 70% & 30%respectively.__________________________________________________________________________MPRDC-Bhopal March, 2011 3

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Road7. The total time period for the assignment as independent Engineer will be for 24months for construction and 6 months for Operation and Maintenance.8. No change in the configuration of the eligible firms as listed in Data Sheet ispermitted. However, sub-consultants and Associates shall be allowed incase theConsultants invited for this Assignment considers to opt for the same.9. MPRDC will not be responsible for any delay, loss or non-receipt of RFPdocument sent by post/courier. Further, MPRDC shall not be responsible for anydelay in receiving the Proposal and reserves the right to accept/reject any or allapplications without assigning any reason thereof.10. The two parts of the Proposal (Technical proposal and Financial proposal) mustbe submitted in a hard bound form (hard bound implies binding between twocovers through stitching or otherwise with all pages numbered serially, along withan index of submission) whereby it may not be possible to replace any paperwithout disturbing the documents. Spiral bound form, loose form, etc. will not beevaluated. All figures quoted in the financial Proposal should be covered with atransparent adhesive tape. In the event, any of the instructions mentioned herein havenot been adhered to, MPRDC may reject the Proposal.11. RFP submission must be received not later than 1500 hrs on 23.05.2011 in themanner specified in the RFP document at the address given below.Managing Director,MP Road Development Corporation Ltd.16-A, Arera Hills, Bhopal - 11 (Madhya Pradesh)Ph. 0755-2765205, 2765196Fax: 0755-2572643__________________________________________________________________________MPRDC-Bhopal March, 2011 4

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Road__________________________________________________________________________MPRDC-Bhopal March, 2011 5

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh RoadMP ROAD DEVELOPMENT CORPORATION LTD.16-A, Arera Hills, Bhopal- 11 (M.P)Ph: 0755-2765205/2765196: Fax: 0755-2572643Website: http:/www.mprdc.nic.inNIT No. MPRDC/I-E/Dated:ToLetter of Invitation (LOI)SUB:SELECTION OF INDEPENDENT ENGINEER FOR THECONSTRUCTION, STRENGTHENING, UP-GRADATION OFDAMOH - BATIAGARH ROAD PROJECT.1.1 MP Road Development Corporation is entrusted with the development,maintenance and management of State Highways in Madhya Pradesh. Thework of construction, strengthening, up-gradation of Damoh - BatiagarhRoad will be executed by ___________________________. MPRDCintends to procure the services of Consulting Engineering Firm to work asan Independent Engineer for discharging the functions defined in theConcession Agreement to be signed with the Concessionaire.1.2 Description of the assignment and its objectives are given in the enclosedTerms of Reference.1.3 Interested Consulting Firms are invited to submit their proposals for shortlistingas Independent Engineer for the above project. The proposal couldform the basis for future invitation for Technical and Financial proposaland ultimately negotiation and drawing a contract between the bidder &MPRDC.1.4. To obtain first hand information on the assignment and of the localconditions, Consultant is encouraged to pay a visit to the client and to theproject site before submitting a proposal. Consultants must fully informthemselves of local site conditions and take them into account beforesubmitting their proposal.1.5 It is clarified that (i) costs of preparing the proposal and of negotiating thecontract, including visits to the Client and the project area, are notreimbursable as a direct cost of the assignment; and (ii) Client is not bound__________________________________________________________________________MPRDC-Bhopal March, 2011 6

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Roadto accept any of the proposals submitted and reserve the right to reject anyor all proposals without assigning any reasons.1.6 The proposals must be properly signed as detailed below:i) by the proprietor in case of a proprietary firmii)iii)by the partner holding the Power of Attorney in case of a firm inpartnership (A certified copy of the Power of Attorney shallaccompany the Proposal).by a duly authorized person holding the Power of Attorney in case ofa Limited Company or a Corporation (A certified copy of the Powerof Attorney shall accompany the proposal).iv) by the authorized representative in case of Joint Venture.1.7. In case of a Joint Venture, not more than two firms are allowed to form theJoint Venture. The JV‟s proposal should be accompanied by a certifiedcopy of legally binding Memorandum of Understanding (MOU), signed byall firms to the joint venture confirming the following therein:i) Date and place of signing;ii)iii)iv)vi)Purpose of Joint Venture (must include the details of contract worksfor which the joint venture has been invited to bid);A clear and definite description of the proposed administrativearrangements for the management and execution of the assignment;Delineation of duties/responsibilities and scope of work to beundertaken by each firm along with resources committed by eachpartner of the JV for the proposed services;An undertaking that the firms are jointly and severally liable to theEmployer for the performance of the services and,vi)The authorized representative of the joint venture.1.8 In case of Joint venture, the duties, responsibilities and powers of lead firmshall be specifically included in the MOU/agreement. It is expected that thelead partner would be authorized to incur liabilities and to receiveinstructions and payments for and on behalf of the Joint Venture. For a JVto be eligible for bidding, the experience of lead partner and other partnershould be as indicated in data sheet.1.9 A firm can bid for this project either as a sole consultant or in joint venturewith other consultant. However, alternative proposals i.e. one as a sole or in__________________________________________________________________________MPRDC-Bhopal March, 2011 7

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh RoadJV with other consultant and another in JV with any other consultant willbe summarily rejected.1.10 The bids “in association” or as an associate consultant will be treated asJoint Venture bid and will be evaluated accordingly2. Documents2.1 To enable to prepare a proposal, use the attached formats given in the DataSheet.2.2 Consultant requiring a clarification of the Documents must notify theClient, in writing, not later than 10 days before the proposal submissiondate. Any request for clarification in writing or by tele-fax must be sent tothe Client‟s address indicated in the Data Sheet. The Client will respond bycable, tele-fax to such requests and copies of the response will be sent to allConsultants who have purchased the document. The clarification will alsobe posted on the website www.mprdc.nic.in2.3 At any time before the submission of proposals, the Client may, for anyreason, whether at its own initiative or in response to a clarificationrequested by a Consulting firm, modify the Documents by amendment. Theamendment will be notified in writing or tele-fax to all consulting firmswho have purchased the RFP document and will be binding on them. TheClient may at its discretion extend the deadline for the submission ofproposals. The amendment will be displaced on the websitewww.mprdc.nic.in. All amendment will form a part of the agreement to beexecuted with the successful bidder.3 Preparation of ProposalInterested Consultants are advised to submit their proposal in single covershowing the proof of eligibility.3.1 Document for technical evaluation.3.1.1 Following documents must be furnished for technical evaluation:i) Firm‟s experience;ii)iii)iv)Firm‟s turnover for the last three years. Certified copy of the auditreport may be furnished in support of the details.Proposed methodologyCV‟s of Key Personnel__________________________________________________________________________MPRDC-Bhopal March, 2011 8

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Road3.1.2. The experience certificate from clients in support of having completedsupervision consultancy of highway projects of minimum length asspecified in data sheet. Certificate should indicate clearly the firm‟sSupervision Experience in 2 lane (or more) Highway, including Bridges.Scope of Services rendered by the firm should be clearly indicated inthe certificate from the client. The experience of Independent Engineerfor Operation and Maintenance works, Technical Audit will not be eligibleas Supervision Experience of Highways.3.1.3 Firms turnover should be certified by Chartered Accountant and should beexclusively of Consultancy Services.3.1.4 The minimum essential requirement in respect of eligibility has beenindicated in the data sheet, the proposal deficient in any of theserequirements will not be considered for further evaluation.4. Submission of proposals4.1 Bidder must submit one original proposal duly signed by an authorizedsignatory on every page. Each proposal will be sealed in an outer envelope,which will bear the address and information indicated in the Data Sheet.The envelope must be clearly marked:Project Name: Selection of the Independent Engineer forConstruction. Strengthening, Up-gradation ofDamoh - Batiagarh Road in Madhya Pradesh.Do not open, except in presence of the Evaluation Committee4.1.1 This outer envelope be a sealed, clearly marked “Technical Proposal” forselection of Independent Engineer for Damoh - Batiagarh Road Project.4.1.2 In the event of any discrepancy between the original and copies of theproposals, the original shall govern. The original and each copy of theproposal must be prepared in indelible ink and must be signed by theauthorized representative of the consultants. The letter of authorizationmust be confirmed by a written power of attorney accompanying theproposals. All pages of the proposal must be initialed by the person orpersons signing the proposal.4.2 The proposal must contain no interlineations or overwriting except asnecessary to correct errors made by the Consultants themselves, in whichcase such corrections must be initialed by the person or persons signing theproposal.__________________________________________________________________________MPRDC-Bhopal March, 2011 9

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Road4.3 The completed proposal must be delivered on or before the time and datestated in Data Sheet.4.4 The proposal must be valid for the period as stated in the Data Sheet fromthe closing date of submission of proposal.5. Proposal Evaluation5.1 A two-stage procedure will be adopted in evaluating the proposal. In thefirst stage, eligibility of the firm will be ascertained on the basis ofexperience certificate, and turnover of the firm as indicated in datasheetand top five firms possessing the best qualification will be selected andtheir technical proposals i.e. CV‟s, methodology, approach etc. will beevaluated. The financial proposals of top three ranked firms, out of thesefive, will be opened and based on 70% technical weightage and 30%financial weightage the firm possessing the highest marks will be awardedthe assignment.6. Deleted7. Earnest Money` 2.00 lacs (Rupees two lacs only) to be deposited in the form of DemandDraft or Bank Guarantee, issued by one of the Nationalized/ ScheduledBanks in India in favour of Managing Director, MP Road DevelopmentCorporation Ltd, payable at Bhopal or by Bank Guarantee to be given in theformat annexed at Annexure-I. In case the consultant is not found eligiblefor opening of financial bids, the same will be released on finalization ofsuch list. In case of consultant is found eligible for opening of financialbids, this will be released after signing of agreement with the successfulconsultant.8. PenaltyThe consultant will indemnify for any direct loss or damage whichaccrue due to deficiency in services in carrying out supervisionConsultancy. Penalty shall be imposed maximum 10% of the totalcontract value on the consultants for poor performance/deficiency inservice as expected from the consultant as stated in General Conditionof Contract..9. Award of Contract9.1 The Contract will be awarded after successful Negotiations with theConsultant having highest combined score__________________________________________________________________________MPRDC-Bhopal March, 2011 10

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Road9.2 The selected Consultant is expected to commence the Assignment onthe date and at the location specified by MPRDC.__________________________________________________________________________MPRDC-Bhopal March, 2011 11

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Road1. The Name of the Assignment :DATA SHEETSelection of the Consultant to work as Independent Engineer forConstruction, Strengthening, Up-gradation Damoh - Batiagarh Road inMadhya Pradesh.2. The Name of the Client is: Managing DirectorMP Road Development Corporation Ltd.16-A, Arera Hills,Bhopal, Madhya Pradesh3 The Description of the Project: The project basically comprises ofstrengthening by overlay and /or strengthening/widening on existing two lane,Rigid/Flexible pavement.4 Date and Time of Pre-Proposal Conference5. The Documents are:Date : 06.05.2011 at 11.00 hoursVenue : MPRDC‟s Board Room,16-A, Arera Hills, Bhopal.Appendix-I : Terms of Reference (TOR)Appendix – II : Copy of relevant clauses of Draft ConcessionAgreement and its Schedules.6. The number of copies of the proposal required to be submitted: 2 Nos.(1 original + 1 copy)7. The address for submission of proposal is :Managing Director,MP Road Development Corporation Ltd.16-A, Arera Hills, Bhopal, Madhya PradeshTel: 0755- 2765196, 2765205, 2765213Fax : 0755-25726438. The envelopes must be clearly marked:i. ORIGINAL or COPY as appropriate.__________________________________________________________________________MPRDC-Bhopal March, 2011 12

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Roadii. DOCUMENTS IN PROOF OF ELIGIBILITY, TECHNICALPROPOSAL or FINANCIAL PROPOSAL as appropriate and,iii. DO NOT OPEN, EXCEPT IN PRESENCE OF THEEVALUATION COMMITTEE on the outer envelope.Project Name: Selection of the Independent Engineer for Construction,Strengthening, Up-gradation of Damoh - Batiagarh Road inMadhya Pradeshv. Name and Address of Consultant : _________________9 The date and time of proposal submission is 23.05.2011 up to3.00PM10 Proposal Validity period: 180 days from the last date ofsubmission of bid.11. Evaluation criteria:11.1 First stage evaluation – Eligibility Requirement.(i)(A) Data sheet for furnishing information on Firm‟s ExperienceS.No.Name of theProjectNameofClientCategoryof works1) Totallength oftwo lane(or more)roadsupervisedas singlework (2)Supervision of bridgewith lengthexcludingapproaches.Cost ofConsultancy(inRs.)Date ofStart anddate ofCompletionBriefscopeofworkEquityholdingat thetime ofcommissioning(Refersubclause(iii)below)Certificateissuedbyclient)(Pagenumberatwhichannexed)(B)The annual turnover for the last three financial years from consultancyservices based on annual audited balance sheet should be given in a__________________________________________________________________________MPRDC-Bhopal March, 2011 13

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Roadseparate sheet duly certified by a Chartered Accountant and supported bythe copies of balance sheet in the following format.S.No.FinancialYear1 2009-102 2008-093 2007-08TotalProjectsundertakenPaymentsreceivedTotal turnoverfor the year fromConsultancyServices.(The above chart is to be certified by Chartered Accountant)(C)CV‟s are to be provided as per format given in Appendix B-5.(ii) In case of Individual firm, it should have following minimumexperience in past five years.(iii)Two lane (or more) single supervision works (completed) ofminimum 50 Km length of flexible or rigid pavement ofHighway/Expressway project and total supervision work(completed) 100 Km. of two lane roads of flexible or rigid pavementof Highway/Expressway. Only those works will be computed forthis purpose whose length is more than 25 Km. or more. Experienceof higher lane supervision work will be given weightage byconverting it to two lanes length. Client’s certificate in support ofthis is mandatory).Supervision of at least one elevated Highway/Flyover/Bridge oflength not less than 60 m excluding approaches. (Client’s certificatein support of this is mandatory).The Average Annual Turnover of applicant from consultancy in thelast three years should be a minimum of 3.00 crores (Rs threecrores only). (Chartered Accountant’s certificate in support ofthis is mandatory).In case of Joint Venture, the lead partner should fulfill 100% ofabove criterion and the other partner should fulfill at least 50% ofthe each of above criterion.__________________________________________________________________________MPRDC-Bhopal March, 2011 14

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh RoadNote: Experience of Supervision of Operation & Maintenance works, TechnicalAudit shall not be eligible for evaluation as Supervision experience. Clientwill mean Government Agency involved in the development of Highway /Bridge / Flyover projects.In case any applicant has executed any qualifying project in Joint Ventureearlier and such applicant quoting experience as Consultant of an Assignmentmust have a minimum 26% shareholding in the said Joint Venture at the timeof commissioning of that Project.In the event that two or more members of a Consortium have executed thesame Assignment as Consultant, only one member should mention the same.In case more than one Member mentions the same Project, the experience ofthe Member having the higher equity holding at the time of commissioningof the Project shall be considered and the experience of the other Member(s)shall not be considered for the purpose of evaluation.12. Method of Evaluation12.1 The points assigned to Technical Evaluation criteria are : (For selection of topranked five firms)S.No. Description Marks1. Experience of Supervision of 4 lane60%Highway/Expressway2. Turnover of more than ` 3.00 crores 20%3. Supervision of Bridge construction of20%100 meters and above lengthTotal 1000For stage IIFor selection of three consultants for opening of financial bids:-S.No. Description Marks1. Methodology and work plan 20%2. Qualification and competence of key staff 80%Total 1000(i)Qualification and competence of following professional/sub-professional stafffor the assignment shall be evaluated. The weightage for various key staff areas under:-S. No. Staff Position Marks1 Highway Engineer-cum-Team Leader 2502 Bridge Design Engineer 100__________________________________________________________________________MPRDC-Bhopal March, 2011 15

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Road3 Highway –cum-Pavement Engineer 1004 Bridge Engineer 1005 Material Engineer 1006 Road Safety Expert 1007 Legal Expert 50Total 800Sub criteria for qualification of key Personnel (i.e Professional staff) Generalqualifications including Experience in Region and language.General Qualifications including Experience in Regionand language30 %Adequacy for the project 65%Permanent Employment with the firm 5%Total 100%The technical proposal should score at least 75 points to be considered responsivefor financial evaluation.12.2 The single currency for price conversion is INR. For evaluation of bid proposals,the foreign currency conversation rate of 1US Dollar = INR 45.00 and 1 Euro =INR 60.00 shall be used.12.3 The weightage given to technical proposal is 70%.The weightage given to financial proposal is 30%.6. Commencement of Assignment: The firm shall begin carrying out the serviceswithin fifteen days of the effectiveness of the Consultancy Agreement.__________________________________________________________________________MPRDC-Bhopal March, 2011 16

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh RoadIn case at No. 5 two or more companies secure equal marks all the firms upto the rank No. 5 will qualify for evaluation of second round of technicalproposal.Bidder to note: Only those projects/figures will be considered forevaluation for which details in the format prescribed at clause 11.1(i) aregiven and for which the experience certificate from the client is given. Incase of project mentioned or turnover mentioned is not supported bycertificate or not verified by auditor, the same will not be consideredfor evaluation.__________________________________________________________________________MPRDC-Bhopal March, 2011 17

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh RoadSECTION 3.FORMATS FOR SUBMISSION OF FIRMS CREDENTIALSDeletedAppendix – A- Deleted__________________________________________________________________________MPRDC-Bhopal March, 2011 18

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh RoadSECTION 4. FORMAT FOR SUBMISSION OF TECHNICAL PROPOSALAppendix B-1Appendix B-2Appendix B-3Appendix B-4Appendix B-5Appendix B-6Appendix B-7Technical proposal submission formFirm‟s comments and suggestions on the Terms of Reference and ondata, services, and facilities to be provided by the MPRDCApproach paper on methodology and work plan for performing theassignmentComposition of the Team and Task(s) of each Team memberCurriculum Vitae of proposed Professional StaffTime schedule for deployment of Professional StaffActivities (works) schedule__________________________________________________________________________MPRDC-Bhopal March, 2011 19

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh RoadAPPENDIX B-1Technical Proposal submission Form.From (Name of Firm)_________________________________________________________To: (Name and Address of Client)_____________________________________________________________________________________Dear Sir,Subject: Submission of Technical and Financial Proposal for engagement asIndependent Engineer for the development of Damoh – Batiagarhroad.We, the undersigned, offer to provide the consulting services for the above inaccordance with your Request for Proposal dated (Date), and our Proposal. We arehereby submitting our Proposal, which includes this Technical Proposal and a FinancialProposal sealed under a separate envelope for the above mentioned work.If negotiations are held during the period of validity of the Proposal i.e. before(Date) we undertake to negotiate on the basis of the proposed staff. Our Proposal isbinding upon us and subject to the modifications resulting from contract negotiations.We understand you are not bound to accept any Proposal you receive.We remain,Yours sincerely,Authorized SignatoryName and Address of Firm(Lead Member in case of JV)__________________________________________________________________________MPRDC-Bhopal March, 2011 20

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh RoadAPPENDIX B-2COMMENTS AND SUGGESTIONS OF CONSULTANTS ON THE TERMS OFREFERENCE AND ON SERVICES AND FACILITIES TO BE PROVIDED BYTHE MPRDC.On the Terms of Reference (not more than one page):1.2.3.4.….On the services and facilities to be provided by the MPRDC (not more than one page)1.2.3.4.….__________________________________________________________________________MPRDC-Bhopal March, 2011 21

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh RoadAPPENDIX B-3APPROACH PAPER ON METHODOLOGY AND WORK PLAN FORPERFORMING THE ASSIGNMENT(not more than two pages)__________________________________________________________________________MPRDC-Bhopal March, 2011 22

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh RoadAPPENDIX B-4:COMPOSITION OF THE TEAM PERSONNEL, AND TASK(S) OF EACHTEAM MEMBER1. Technical/Managerial StaffS. No. Name Position Task12345672. Support StaffS. No. Name Position Task1234567__________________________________________________________________________MPRDC-Bhopal March, 2011 23

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh RoadAPPENDIX B-5FORMAT OF CURRICULUM VITAE (CV) FOR PROPOSED PROFESSIONALSTAFFProposed Position: .......................................................................................................Name of Firm:...............................................................................................................Name of Staff :...............................................................................................................Profession:.....................................................................................................................Date of Birth : ................................................................................................................Years with Firm/Entity : ........................................... Nationality : ..............................Membership of Professional Societies :.........................................................................Detailed Task Assigned : ...............................................................................................Key Qualifications:[Give an outline of staff member‟s experience and training most pertinent to tasks onassignment. Describe degree of responsibility held by staff member on relevant previousassignments and give dates and locations. Use about half a page.]_______________________________________________________________________Education :[Summaries college/university and other specialized education of staff member, givingtheir names, dates attended, and degrees obtained. Use about one quarter of a page.]________________________________________________________________________Note:-a) Personnel is to affix his recent photograph on first page of CV.b) Complete address and phone number of the Personnel is to be provided.c) Document for proof of age is to be enclosed.d) Document for proof of qualification is to be enclosed.e) Age of the personnel shall not be more than 65 years.__________________________________________________________________________MPRDC-Bhopal March, 2011 24

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh RoadEmployment Record :[Starting with present position, list in reverse order every employment held. List allpositions held by staff member since graduation, giving dates, name of employingorganizations, titles of positions held, and locations of assignments. For experience in lastten years, also give types of activities performed and client references, where appropriate.Use about three quarters of a page.]Languages:[For English language indicate proficiency: excellent, good, fair, or poor; in speaking,Reading and writing]Employment with the Firm:[Details about the tenure of Employment with the bidding firm may be provided]__________________________________________________________________________MPRDC-Bhopal March, 2011 25

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh RoadCertificationI, ……………………the undersigned, (Name and Address) certify that I have not leftany assignment with the consultants engaged by MPRDC/contracting firm (firm to besupervised now) for any continuing work of MPRDC without completing my assignment.I will be available for the entire duration of the current project (named…..). if I leave thisassignment in the middle of the completion of the work, MPRDC would be at liberty todebar me from taking any assignment in any of the MPRDC works for an appropriateperiod of time to be decided by MPRDC. I have no objection if my services are extendedby MPRDC for this work in future.Date: ………………(Day/Month/Year)…………………………………………………………..“[Signature of Staff member and authorized representative of the Firm]”__________________________________________________________________________MPRDC-Bhopal March, 2011 26

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh RoadA. Activity ScheduleTIME SCHEDULE FOR PROFESSIONAL PERSONNELAPPENDIX B-6:Sl.No. Name Position Month-wise Progress (in form of Bar Chart)[1 st , 2 nd , etc. are months from the start of assignment]12345671 st 2 nd 3 rd 4 th 5 th 6 th 7 th 8 th 9 th 10 th 11 th 12 th andsubsequentyearsNumberofmonths__________________________________________________________________________MPRDC-Bhopal March, 2011 27

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh RoadA. Activity ScheduleACTIVITY (WORKS) SCHEDULEAPPENDIX B-7 :Sl.No. Item of Activity(works)1234567Month-wise Programme (in the form of Bar Chart){1 st , 2 nd , are months from the start of assignment}1 st 2 nd 3 rd 4 th 5 th 6 th 7 th 8 th 9 th 10 th 11 th 12 thB. Completion and Submission of ReportsS.No. Report Programme : (Date)1 Monthly reports(Design & Construction)2 Quarterly Reports3 Various others reports and provided in the ConcessionAgreement such as Completion Report.__________________________________________________________________________MPRDC-Bhopal March, 2011 28

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh RoadAPPENDIX II :FORMATS FOR FINANCIAL PROPOSAL(as mentioned in para 2.1 of Data Sheet)SECTION 5.Appendix C-1Appendix C-2Appendix C-3Appendix C-4FORMAT FOR SUBMISSION OF FINANCIAL PROPOSAL.Financial proposal submission formSummary of costsBreakdown of local currency costsBreakdown of foreign currency cost.__________________________________________________________________________MPRDC-Bhopal March, 2011 29

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh RoadAPPENDIX C-1:FINANCIAL PROPOSAL SUBMISSION FORMFROM: (Name of Firm)TO:Managing Director,MP Road Development Corporation Ltd.16-A, Arera Hills BhopalPh. 0755-2765205, 2765196Fax: 0755-2572643Subject: Selection of Consultant to work as Independent Engineer for Damoh -Batiagarh RoadWe, the undersigned, offer to provide the consulting services for the above in accordancewith your Request for Proposal dated, and our proposal. Our attached financial proposal isfor the sum of Amount in words and figures. This amount is inclusive of all taxes except theservice tax.Our financial proposal shall be binding upon us subject to the modifications resulting fromcontract negotiations, up to the expiration of the validity period of the proposal, i.e., [Date].We undertake that, in competing for (and, if the award is made to us, in executing) theabove contract, we will strictly observe the laws against fraud and corruption in force inIndia namely “Prevention of Corruption Act 1988”.Commission and gratuities, if any, paid or to be paid by us to agents relating to this proposaland contract execution, if we are awarded the contract, are listed below:Name and Address Amount and Purpose of Commissionof Agents Currency or Gratuity.............................. . .......................... ……..………………….............................. . .......................... ……………………….We understand you are not bound to accept any proposal you receive.We remain,Yours sincerely,Authorized SignatoryName and Address of Firm(Lead Member in case of JV)__________________________________________________________________________MPRDC-Bhopal March, 2011 30

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh RoadAPPENDIX C-2:SUMMARY OF COSTSNo. Description Amount(:LC*)Amount(FC)**I Remuneration for Professional StaffII Out of Pocket ExpensesIII Miscellaneous ExpensesTotal Costs (including all Taxes except ServiceTax)LC* Local Currency FC** in US Dollar/EuroNote: Payments will be made as per stipulations of the Conditions of Contract and Service Taxwill be paid separately.__________________________________________________________________________MPRDC-Bhopal March, 2011 31

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh RoadAPPENDIX C-3:BREAKDOWN OF LOCAL CURRENCY COSTSI. REMUNERATION FOR LOCAL PROFESSIONAL STAFFS. No Key Personnel(Professional Staff) Time period(months)1. Team Leader–cum–Highway Engineer 302 Bridge Design Engineer 073 Highway-cum-Pavement Engineer 304 Bridge Engineer 245. Material Engineer 246 Road Safety Expert 047. Legal Expert 02S. No. Sub-Professional Time Period(months)1. Assistant Highway Engineer 1 x 302. Assistant Bridge Engineer 1 x 243. Asstt. Material Engineer 1 x 244. Lab Technicians 2 x 245. CAD Expert 2 x 246 Survey Engineer 2 x 24Visit and review by „Engineer or any other staff to MPRDC headquarters will bedeemed to have been covered within the overheads.__________________________________________________________________________MPRDC-Bhopal March, 2011 32

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh RoadII:Out of Pocket ExpensesS. No. Particulars Charges permonth1. Car rentals (At least 2 vehiclesfor the project are to beprovided) during constructionand one vehicle during O & Mperiod.2. Office Stationary, Printingcharges3. Communications(Tel./fax/postage etc.)4. Office accommodation includingfurnishingTotalConsulting periodIII: Miscellaneous Costs.Quantity Unit RateRequirement duringconstruction1 Computer-Pentium IV (including4UPS) – all complete (HP/ Compaq)2 Laser Printer – A4 Size 13 Computer Software- Microsoft office 2010 (Premium) or equivalent 1- Ms Project 1- Auto CAD Rel. 2011 with civil 3D. 1- Antivirus 15 Photocopier 16 Fax Machine 17 Binding Machine 18 Refrigerator 19 Telephone Connection including2installation10 Generating Set 1Rental Charges per month of above equipment (S1 Nos. 1 to 10)__________________________________________________________________________MPRDC-Bhopal March, 2011 33

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh RoadTOTALAny additional equipment required for efficient supervision of the project shall be hired bythe consultant within the above cost and no additional cost will be payable__________________________________________________________________________MPRDC-Bhopal March, 2011 34

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh RoadANNEXURE-IDRAFT OF BANK GURANTEE FORM FOR EARNEST MONEY1. In Consideration of the Madhya Pradesh Road Development Corporation Ltd.(hereinafter called “MPRDC” which expression shall include any entitywhich MPRDC may designate for the purpose) having agreed, inter-alia, toconsider the bid of …………………………(hereinafter referred to the“Bidder” which expression shall include their respective successors andassigns) which will be furnished in accordance with the terms of reference,for the project (name of the project) envisaging Selection of Consultant towork as Independent Engineer for Strengthening, Up-gradation and*******laning of ………………. in Madhya Pradesh on BOT basis(hereinafter called the ToR) in lieu of the Bidder being required to make acash deposit, we………………………………having its Head Office at……………(name of the bank address of the issuing branch), hereinaftercalled the “Bank” which expression shall include our successors and assigns,as to bind ourselves our successors and assigns do at the instance of theBidder hereby unconditionally and irrevocably undertake to pay as primaryobligor and not as surely only to MPRDC without protest or demand andwithout any proof or condition the sum of Rs. 2.00 lacs (Rupees Two lacsonly).2. We ……………………………(name and address of the issuing branch).having its Head Office at ………………………….. do herebyunconditionally and irrevocably undertake to pay forthwith (and in any eventwithin five days) the amounts due and payable under this Guarantee withoutany delay or demur merely on a written demand from MPRDC stating that theamount claimed is due by reason of the occurrence of any of the eventsreferred to in the ToR. Any such demand made on the Bank by MPRDC shallbe conclusive as regards the amount due and payable by the Bank under thisGuarantee. However, the Bank‟s liability under this Guarantee shall berestricted to an amount not exceeding ` 2.00 lacs (Rupees two lacs only).3. We …………………………(Name and address of the issuing branch) havingits Head Office at ………………………… unconditionally undertake to payto MPRDC any money so demanded under this Guarantee notwithstandingany dispute or disputes raised by the Bidder or any other party including inany suit or proceeding pending before any court or tribunal relating thereto orany instructions or purported instructions by the Bidder or any other party tothe Bank not to pay or for any cause to withhold or defer payment to MPRDCunder this Guarantee. The Bank‟s liability under this Guarantee is irrevocable,__________________________________________________________________________MPRDC-Bhopal March, 2011 35

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Roadunconditional, absolute and unequivocal. The payment so made by the Bankunder this Guarantee shall be valid discharge of the bank‟s liability forpayment hereunder and the Bidder shall have no claim against the Bank formaking such payment.4. We ………………… (name and address of the issuing branch) having itsHead Office at……………………. further agree that the Guarantee hereincontained shall remain in full force and effect up to and until 1700 hours onthe date which falls 45 days beyond the Proposal Validity period i.e.…………..(hereinafter called “the End Date”). Unless a demand or claimunder this Guarantee is made on the Bank by MPRDC in writing on or beforethe said End Date, the Bank shall be discharged from all liability under thisGuarantee thereafter.5 We …………………………(name and address of the issuing branch) havingregistered office at have its Head Office at ……………………………….,further agree with MPRDC that MPRDC shall have the fullest liberty withoutthe Bank‟s consent and without affecting in any manner the Bank‟s obligationhereunder to vary and of the terms and conditions of the ToR or to extend orpostpone the time of performance by the Bidder or any other Party from timeto time or postpone for any time or from time to time any of the powersexercisable by MPRDC against the Bidder or any of them and to enforce or toforbear from enforcing any of the terms and conditions relating to the ToRand the Bank shall not be relieved from its liability by reason or anyforbearance act or omission on the part of MPRDC, or any indulgence givenby MPRDC to the Bidder or any other party or by any such matter or thingwhatsoever which under the law relating to securities would, but for thisprovision, have the affect of so relieving the Bank.6. To give full effect to the obligations herein contained, MPRDC shall beentitled to act against the Bank as primary obligor in respect of all claimssubject of this Guarantee and it shall not be necessary for MPRDC to proceedagainst the Bidder or any other party before proceeding against the Bankunder this Guarantee and the Guarantee herein contained shall be enforceableagainst the Bank principal obligor.7. This Guarantee will not be discharged or affected in any way by theliquidation or winding up or dissolution or change or constitution orinsolvency of any individual member of the Bidder or any other party or anychange in the legal constitution or insolvency of the Bidder or any other partyor any change in the legal constitution of the Bank or MPRDC.__________________________________________________________________________MPRDC-Bhopal March, 2011 36

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Road8. We ……………..(name and address of the issuing branch) having its HeadOffice at ……………, lastly undertake not to revoke this Guarantee duringits currency except with the previous consent of MPRDC in writing.Notwithstanding any contained herein.a) Our liability under this Bank Guarantee shall not exceed ` 2.00 lacs (Rupeestwo Lacs only).b) The Bank Guarantee shall be valid up to ………………..c) We are liable to pay the guaranteed amount or any part thereof under thisBank Guarantee only and only if you serve upon us a written claim or demandon or before ………………..Date this ……………day of …………2011 at ………….1. Witness………………. (Signature)Name ………………………2. Witness …………………(Signature)Name ……………………Banker’s Signature & Stamp__________________________________________________________________________MPRDC-Bhopal March, 2011 37

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Road1 ScopeSECTION 6TERMS OF REFERENCE FOR INDEPENDENT ENGINEER1.1 These Terms of Reference for the Independent Engineer (the “TOR”) are beingspecified pursuant to the Concession Agreement dated …….. (the “Agreement”),which has been entered into between the MPRDC and M/s ……………… (the“Concessionaire”) for development of Damoh - Batiagarh Road project and a copyof which is annexed hereto and marked as Annex-A to form part of this TOR. Therelevant Schedules are also marked as Annexure - B‟ to form part of this TOR.1.2 This TOR shall apply to construction, operation and maintenance of developmentof Damoh - Batiagarh Road.2 Definitions and interpretation2.1 The words and expressions beginning with or in capital letters used in this TOR andnot defined herein but defined in the Agreement shall have, unless repugnant to thecontext, the meaning respectively assigned to them in the Agreement.2.2 References to Articles, Clauses and Schedules in this TOR shall, except where thecontext otherwise requires, be deemed to be references to the Articles, Clauses andSchedules of the Agreement, and references to Paragraphs shall be deemed to bereferences to Paragraphs of this TOR.2.3 The rules of interpretation stated in Clauses 1.2, 1.3 and 1.4 of the Agreement shallapply, mutatis mutandis, to this TOR.3 Role and functions of the Independent Engineer3.1 The role and functions of the Independent Engineer shall include the following:(i) review of the Drawings and Documents as set forth in Paragraph 4;(ii)review, inspection and monitoring of Construction Works as set forth inParagraph 5;(iii)conducting Tests on completion of construction and issuing Completion/Provisional Certificate as set forth in Paragraph 5;(iv) review, inspection and monitoring of O & M as set forth in Paragraph 6;(v)(vi)review, inspection and monitoring of Divestment Requirements as set forthin Paragraph 7;determining, as required under the Agreement, the costs of any works orservices and/or their reasonableness;__________________________________________________________________________MPRDC-Bhopal March, 2011 38

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Road(vii)(vii)(ix)determining, as required under the Agreement, the period or any extensionthereof, for performing any duty or obligation;assisting the Parties in resolution of disputes as set forth in Paragraph 9; andundertaking all other duties and functions in accordance with the Agreement.3.2.1 The Independent Engineer shall discharge its duties in a fair, impartial and efficientmanner, consistent with the highest standards of professional integrity and GoodIndustry Practice.4 Development Period4.1 During the Development Period, the Independent Engineer shall undertake adetailed review of the Drawings to be furnished by the Concessionaire along withsupporting data, including the geo-technical and hydrological investigations,characteristics of materials from borrow areas and quarry sites, topographicalsurveys and traffic surveys. The Independent Engineer shall complete such reviewand send its comments/observations to the MPRDC and the Concessionaire within15 (fifteen) days of receipt of such Drawings. In particular, such comments shallspecify the conformity or otherwise of such Drawings with the Scope of the Projectand Specifications and Standards.4.2 The Independent Engineer shall review any modified Drawings or supportingDocuments sent to it by the Concessionaire and furnish its comments within 7(seven) days of receiving such Drawings or Documents.4.3 The Independent Engineer shall review the Drawings sent to it by the SafetyConsultant in accordance with Schedule-L and furnish its comments thereon to theMPRDC and the Concessionaire within 7 (seven) days of receiving such Drawings.The Independent Engineer shall also review the Safety Report and furnish itscomments thereon to the MPRDC within 15 (fifteen) days of receiving such report.4.4 The Independent Engineer shall review the detailed design, constructionmethodology, quality assurance procedures and the procurement, engineering andconstruction time schedule sent to it by the Concessionaire and furnish its commentswithin 15 (fifteen) days of receipt thereof.4.5 Upon reference by the MPRDC the Independent Engineer shall review and commenton the EPC Contract or any other contract for construction, operation andmaintenance of the Project Highway, and furnish its comments within 7 (seven)days from receipt of such reference from the MPRDC.__________________________________________________________________________MPRDC-Bhopal March, 2011 39

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Road5 Construction Period5.1 In respect of the Drawings, Documents and Safety Report received by theIndependent Engineer for its review and comments during the Construction Period,the provisions of Paragraph 4 shall apply, mutatis mutandis.5.2 The Independent Engineer shall review the monthly progress report furnished by theConcessionaire and send its comments thereon to the MPRDC and theConcessionaire within 7 (seven) days of receipt of such report.5.3 The Independent Engineer shall inspect the Construction Works and the ProjectHighway once every month, preferably after receipt of the monthly progress reportfrom the Concessionaire, but before the 20 th (twentieth) day of each month in anycase, and make out a report of such inspection (the “Inspection Report”) settingforth an overview of the status, progress, quality and safety of construction,including the work methodology adopted, the materials used and their sources, andconformity of Construction Works with the Scope of the Project and theSpecifications and Standards. In a separate section of the Inspection Report, theIndependent Engineer shall describe in reasonable detail the lapses, defects ordeficiencies observed by it in the construction of the Project Highway. TheInspection Report shall also contain a review of the maintenance of the existinglanes in conformity with the provisions of the Agreement. The IndependentEngineer shall send a copy of its Inspection Report to the MPRDC and theConcessionaire within 7 (seven) days of the inspection.5.1 The Independent Engineer may inspect the Project Highway more than once in amonth if any lapses, defects or deficiencies require such inspections.5.5 For determining that the Construction Works conform to Specifications andStandards, the Independent Engineer shall require the Concessionaire to carry out, orcause to be carried out, tests on a sample basis, to be specified by the IndependentEngineer in accordance with Good Industry Practice for quality assurance. Forpurposes of this Paragraph 5.5, the tests specified in the IRC Special Publication-11(Handbook of Quality Control for Construction of Roads and Runways) and theSpecifications for Road and Bridge Works issued by MOSRTH (the “QualityControl Manuals”) or any modification/substitution thereof shall be deemed to betests conforming to Good Industry Practice for quality assurance. The IndependentEngineer shall issue necessary directions to the Concessionaire for ensuring that thetests are conducted in a fair and efficient manner, and shall monitor and review theresults thereof.5.6 The sample size of the tests, to be specified by the Independent Engineer underParagraph 5.5, shall comprise 10% (ten per cent) of the quantity or number of testsprescribed for each category or type of tests in the Quality Control Manuals;provided that the Independent Engineer may, for reasons to be recorded in writing,__________________________________________________________________________MPRDC-Bhopal March, 2011 40

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Roadincrease the aforesaid sample size by up to 10% (ten per cent) for certain categoriesor types of tests.5.7 The timing of tests referred to in Paragraph 5.5, and the criteria for acceptance/rejection of their results shall be determined by the Independent Engineer inaccordance with the Quality Control Manuals. The tests shall be undertaken on arandom sample basis and shall be in addition to, and independent of, the tests thatmay be carried out by the Concessionaire for its own quality assurance inaccordance with Good Industry Practice.5.8 In the event that the Concessionaire carries out any remedial works for removal orrectification of any defects or deficiencies, the Independent Engineer shall requirethe Concessionaire to carry out, or cause to be carried out, tests to determine thatsuch remedial works have brought the Construction Works into conformity with theSpecifications and Standards, and the provisions of this Paragraph 5 shall apply tosuch tests.5.9 In the event that the Concessionaire fails to achieve any of the Project Milestones,the Independent Engineer shall undertake a review of the progress of constructionand identify potential delays, if any. If the Independent Engineer shall determine thatcompletion of the Project Highway is not feasible within the time specified in theAgreement, it shall require the Concessionaire to indicate within 15 (fifteen) daysthe steps proposed to be taken to expedite progress, and the period within which theProject Completion Date shall be achieved. Upon receipt of a report from theConcessionaire, the Independent Engineer shall review the same and send itscomments to the MPRDC and the Concessionaire forthwith.5.10 If at any time during the Construction Period, the Independent Engineer determinesthat the Concessionaire has not made adequate arrangements for the safety ofworkers and Users in the zone of construction or that any work is being carried outin a manner that threatens the safety of the workers and the Users, it shall make arecommendation to the MPRDC forthwith, identifying the whole or part of theConstruction Works that should be suspended for ensuring safety in respect thereof.5.11 In the event that the Concessionaire carries out any remedial measures to secure thesafety of suspended works and Users, it may, by notice in writing, require theIndependent Engineer to inspect such works, and within 3 (three) days of receivingsuch notice, the Independent Engineer shall inspect the suspended works and make areport to the MPRDC forthwith, recommending whether or not such suspension maybe revoked by the MPRDC.5.12 If suspension of Construction Works is for reasons not attributable to theConcessionaire, the Independent Engineer shall determine the extension of dates setforth in the Project Completion Schedule, to which the Concessionaire is reasonablyentitled, and shall notify the MPRDC and the Concessionaire of the same.__________________________________________________________________________MPRDC-Bhopal March, 2011 41

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Road5.13 The Independent Engineer shall carry out, or cause to be carried out, all the Testsspecified in Schedule-I and issue a Completion Certificate or Provisional Certificate,as the case may be. For carrying out its functions under this Paragraph 5.13 and allmatters incidental thereto, the Independent Engineer shall act under and inaccordance with the provisions of Article 14 and Schedule-I.5.14 Upon reference from the MPRDC, the Independent Engineer shall make a fair andreasonable assessment of the costs of providing information, works and services asset forth in Article 16 and certify the reasonableness of such costs for payment bythe MPRDC to the Concessionaire.5.15 The Independent Engineer shall aid and advise the Concessionaire in preparing theMaintenance Manual.6 Operation Period6.1 In respect of the Drawings, Documents and Safety Report received by theIndependent Engineer for its review and comments during the Operation Period, theprovisions of Paragraph 4 shall apply, mutatis mutandis.6.2 The Independent Engineer shall review the annual Maintenance Programmefurnished by the Concessionaire and send its comments thereon to the MPRDC andthe Concessionaire within 15 (fifteen) days of receipt of the MaintenanceProgramme.6.3 The Independent Engineer shall review the monthly status report furnished by theConcessionaire and send its comments thereon to the MPRDC and theConcessionaire within 7 (seven) days of receipt of such report.6.4 The Independent Engineer shall inspect the Project Highway once every month,preferably after receipt of the monthly status report from the Concessionaire, butbefore the 20 th (twentieth) day of each month in any case, and make out an O & MInspection Report setting forth an overview of the status, quality and safety of O &M including its conformity with the Maintenance Requirements and SafetyRequirements. In a separate section of the O & M Inspection Report, theIndependent Engineer shall describe in reasonable detail the lapses, defects ordeficiencies observed by it in O & M of the Project Highway. The IndependentEngineer shall send a copy of its O & M Inspection Report to the MPRDC and theConcessionaire within 7 (seven) days of the inspection.6.5 The Independent Engineer may inspect the Project Highway more than once in amonth, if any lapses, defects or deficiencies require such inspections.6.6 The Independent Engineer shall in its O & M Inspection Report specify the tests, ifany, that the Concessionaire shall carry out, or cause to be carried out, for thepurpose of determining that the Project Highway is in conformity with the__________________________________________________________________________MPRDC-Bhopal March, 2011 42

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh RoadMaintenance Requirements. It shall monitor and review the results of such tests andthe remedial measures, if any, taken by the Concessionaire in this behalf.6.7 In respect of any defect or deficiency referred to in Paragraph 3 of Schedule-K, theIndependent Engineer shall, in conformity with Good Industry Practice, specify thepermissible limit of deviation or deterioration with reference to the Specificationsand Standards and shall also specify the time limit for repair or rectification of anydeviation or deterioration beyond the permissible limit.6.8 The Independent Engineer shall determine if any delay has occurred in completionof repair or remedial works in accordance with the Agreement, and shall alsodetermine the Damages, if any, payable by the Concessionaire to the MPRDC forsuch delay.6.9 The Independent Engineer shall examine the request of the Concessionaire forclosure of any lane(s) of the carriageway for undertaking maintenance/repairthereof, keeping in view the need to minimise disruption in traffic and the timerequired for completing such maintenance/repair in accordance with Good IndustryPractice. It shall grant permission with such modifications, as it may deemnecessary, within 5 (five) days of receiving a request from the Concessionaire. Uponexpiry of the permitted period of closure, the Independent Engineer shall monitorthe re-opening of such lane(s), and in case of delay, determine the Damages payableby the Concessionaire to the MPRDC under Clause 17.7.6.10 The Independent Engineer shall monitor and review the curing of defects anddeficiencies by the Concessionaire as set forth in Clause 19.4.6.11 In the event that the Concessionaire notifies the Independent Engineer of anymodifications that it proposes to make to the Project Highway, the IndependentEngineer shall review the same and send its comments to the MPRDC and theConcessionaire within 15 (fifteen) days of receiving the proposal.6.12 The Independent Engineer shall undertake traffic sampling, as and when required bythe MPRDC, under and in accordance with Article 22 and Schedule-O.7 Termination7.1 At any time, not earlier than 90 (ninety) days prior to Termination but not later than10 (ten) days prior to such Termination, the Independent Engineer shall, in thepresence of a representative of the Concessionaire, inspect the Project Highway fordetermining compliance by the Concessionaire with the Divestment Requirementsset forth in Clause 38.1 and, if required, cause tests to be carried out at theConcessionaire‟s cost for determining such compliance. If the Independent Engineerdetermines that the status of the Project Highway is such that its repair andrectification would require a larger amount than the sum set forth in Clause 39.2, itshall recommend retention of the required amount in the Escrow Account and theperiod of retention thereof.__________________________________________________________________________MPRDC-Bhopal March, 2011 43

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Road7.2 The Independent Engineer shall inspect the Project Highway once in every 15(fifteen) days during a period of 90 (ninety) days after Termination for determiningthe liability of the Concessionaire under Article 39, in respect of the defects ordeficiencies specified therein. If any such defect or deficiency is found by theIndependent Engineer, it shall make a report in reasonable detail and send itforthwith to the MPRDC and the Concessionaire.8 Determination of costs and time8.1 The Independent Engineer shall determine the costs, and/or their reasonableness,that are required to be determined by it under the Agreement.8.2 The Independent Engineer shall determine the period, or any extension thereof, thatis required to be determined by it under the Agreement.9 Assistance in Dispute resolution9.1 When called upon by either Party in the event of any Dispute, the IndependentEngineer shall mediate and assist the Parties in arriving at an amicable settlement.9.2 In the event of any disagreement between the Parties regarding the meaning, scopeand nature of Good Industry Practice, as set forth in any provision of the Agreement,the Independent Engineer shall specify such meaning, scope and nature by issuing areasoned written statement relying on good industry practice and authentic literature.10 Other duties and functionsThe Independent Engineer shall perform all other duties and functions specified inthe Agreement.11 Miscellaneous11.1 The Independent Engineer shall notify its programme of inspection to the MPRDCand to the Concessionaire, who may, in their discretion, depute their respectiverepresentatives to be present during the inspection.11.2 A copy of all communications, comments, instructions, Drawings or Documentssent by the Independent Engineer to the Concessionaire pursuant to this TOR, and acopy of all the test results with comments of the Independent Engineer thereon shallbe furnished by the Independent Engineer to the MPRDC forthwith.11.3 The Independent Engineer shall obtain, and the Concessionaire shall furnish in twocopies thereof, all communications and reports required to be to submitted, underthis Agreement, by the Concessionaire to the Independent Engineer, whereupon theIndependent Engineer shall send one of the copies to the MPRDC along with itscomments thereon.__________________________________________________________________________MPRDC-Bhopal March, 2011 44

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Road11.4 The Independent Engineer shall retain at least one copy each of all Drawings andDocuments received by it, including „as-built‟ Drawings, and keep them in its safecustody.Upon completion of its assignment hereunder, the Independent Engineer shall dulyclassify and list all Drawings, Documents, results of tests and other relevant records,and hand them over to the MPRDC or such other person as the MPRDC mayspecify, and obtain written receipt thereof. Two copies of the said documents shallalso be furnished in micro film form or in such other medium as may be acceptableto the MPRDC.12. PERFORMANCE CLAUSEIndependent Engineers shall be expected to fully comply with all the provisions ofthe `Terms of Reference‟, and shall be fully responsible for supervising the Designs,Construction and maintenance and operation of the facility takes place inaccordance with the provisions of the Concession Agreement and other schedules.Any failure of the Independent Engineer in notifying to MPRDC and theConcessionaire on non-compliance of the provisions of the Concession Agreementand other schedules by the Concessionaire, non-adherence to the provision of ToRand non-adherence to the time schedule prescribed under ToR shall amount to nonperformance.The Independent Engineer shall appoint its authorised representative, who shallissue on behalf of the IC, the Provisional Completion Certification and CompletionCertificate along with the Team Leader and shall carry out any such task as may bedecided by MPRDC. The IC shall take prior approval of MPRDC before issuingProvisional Completion Certification and Completion Certificate. The proposalsubmitted shall also include the name of the authorised representative along with theauthorization letter and power of attorney.13. CONSULTANT’S PROPOSAL13.1 List of key personnel to be fielded by the Consultants shall be as below:1. Team Leader-cum-Highway Engineer2. Bridge Design Engineer3. Highway Design Engineer4. Road Safety Expert13.2 Broad job-description and minimum qualification for key personnel mentionedabove is enclosed as Enclosure–B. However, higher marks shall be accorded to theCandidate with higher relevant qualification and experience. The Consultant shouldfeel free to submit their proposal on the basis of the man-months which theyconsider to be necessary to undertake the assignment. The age of the KeyPersonnel should not be more than 65 years on the last date of submission of__________________________________________________________________________MPRDC-Bhopal March, 2011 45

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Roadproposal. Consultants are advised in their own interest to frame the technicalproposal in an objective manner as far as possible so that these could be properlyassessed in respect of points to be given as part of evaluation criteria. The bio-dataof the key personnel should be signed on every sheet by the personnel concernedand the last sheet of each bio-data should also be signed by the authorised signatoryfor the Consultant. The key personnel shall also certify at the end of their bio-dataproforma that they have not left any of the MPRDC works without completing oftheir assignment and have not accepted any other offer at the time of signing of thebio-data and as such shall be available to work with the Independent Engineer, if theProject is awarded. In case the key personnel leaves the assignment withoutapproval of MPRDC, MPRDC would be at liberty to take any appropriate actionagainst that key personnel including debarment.13.3 In addition to above, consultants are required to propose other key personnel, subprofessionalstaff and other field engineers as detailed in Enclosure-A. and theminimum qualification requirements for the same is enclosed in Enclosure–B.14. PERIOD OF SERVICES14.1 The services of an Independent Engineer will be in phases as perContract/Concession Agreement.14.2 The appointment of the Independent Engineer shall initially be as per details givenbelow.S.No. Name of the ProjectPeriod of service (in months)1 Damoh - Batiagarh Road 24The proposed manpower deployment for this period shall be matching the activitiesto be performed during the said period. The time frame for services during thedeployment of key personnel during this period shall be as shown in Enclosure A.15. PERFORMANCE SECURITYThe successful consulting firm shall have to submit a Bank Guarantee (BG) for anamount of 5% of the Contract Value within 10 days of issue of LOA. The BG shallbe valid for a period of 24 months i.e. up to 6 months beyond the expiry of theContract of 18 months. The BG shall be in the format specified in Appendix of draftcontract form and furnished from a Nationalized Bank. In case of foreign firm, theBG issued by foreign Bank should be counter guaranteed by any Nationalized Bankin India. In case of JV, the BG shall be furnished on behalf of the JV and notindividually by the members.__________________________________________________________________________MPRDC-Bhopal March, 2011 46

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Road16. Authorised signatoriesThe MPRDC shall require the Independent Engineer to designate and notify to theMPRDC and the Concessionaire up to 2 (two) persons employed in its firm to signfor and on behalf of the Independent Engineer, and any communication or documentrequired to be signed by the Independent Engineer shall be valid and effective onlyif signed by any of the designated persons; provided that the Independent Engineermay, by notice in writing, substitute any of the designated persons by any of itsemployees.17. Reports17.1 The consultant will prepare and submit the following reports (Table-3) to theEmployer on the format prepared by the consultants and as approved by theEmployer (except for commencement report).Sl.No.Table 3Report Frequency Due Date No. ofCopies1. Commencement Report One Time Within 30 days aftercommencement ofservices.2 Design Review Report One Time Within 90 days aftercommencement ofservices.3 Progress Report (Monthly& Quarterly) both duringconstruction & O & Mperiod,4 Final Report forconstruction.Everymonth/threemonths10 th of monthNo.ofCDs3 13 13 1One Time Within 30 days ofcompletion of 5 5services5. Construction Supervision One Time Within 30 days afterManualcommencement of 3 1services6 Quality Assurance (QA) One Time With in 30 daysDocumentaftercommencement of3 1service7 Final Report O &M 15 days prior to the end of service period__________________________________________________________________________MPRDC-Bhopal March, 2011 47

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh RoadThe Commencement Report shall contain the details of meetings held with theClient and the Concessionaire and decisions takes therein, the status of resourcesmobilized by the Consultants as well as the Concessionaire and the consultant‟sperception in the management and supervision of the project. The report shall alsoinclude the Master Work Programme and Resources Mobilization for the Project.The Progress Report (Monthly and Quarterly) shall contain details of all meetings,decisions taken therein, mobilization of resources (Consultants‟ and theConcessionaire‟), physical and financial progress and the projected progress for theforthcoming periods. The Report shall clearly bring out the delays, if any, reasonsfor such delay(s) and the recommendations for corrective measures. The Reportshall also contain the performance data for concessionaire‟s plant and equipmentand the numbers thereof at site.17.2 Final Report (Construction period)The Consultant shall prepare a comprehensive final completion report of the projectafter completion of the work. he report shall incorporate summary of the method ofconstruction, the construction supervision performed, as built construction drawing,problems encountered and solutions undertaken thereon and recommendationsfor future projects of similar nature to be undertaken by the employer. Theconsultant shall submit the project appraisal report summarizing the followingdetails:1. Details of Personnel including substitution made by Consultant during theassignment.2. Details of additional works and services performed by Consultant3. Details of Change of scope4. Details of extension of time recommended in favour of to theConcessionaire.5 Details of Quality Assurance System6. Quality observed at site by the consultant.7. Special preventive measures for maintenance suggested by the consultant.8. As Built Drawings.Supervision Manual:The primary objective of the Supervision Manual will be to evolve guidelines foradministration, supervision and management of the project. Such a manual is notintended to be a contractual document nor is it to take precedence over the__________________________________________________________________________MPRDC-Bhopal March, 2011 48

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Roadspecifications. The Manual will merely act as a guide and reference to the variousstaff in the management and supervision of the project in discharging their duties ina smooth and systematic manner.17.4 Quality Assurance Document:The Quality Assurance (QA) Documents shall be evolved on the basis of therelevant manual for quality system for bridges and highways published by theIndian Road Congress (IRC).17.5 The Independent Engineer will submit the final report atleast fifteen days prior tothe end of Consultancy period giving details of O & M work being carried out bythe Concessionaire and the requirement of O & M for future one year. Besidesthis, the O & M manual to be monitored for the coming one year will beformulated and submitted.__________________________________________________________________________MPRDC-Bhopal March, 2011 49

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh RoadEnclosure-AMAN-MONTH INPUT FOR KEY PROFESSIONAL STAFF OF INDEPENDENTENGINEERS (refer Table 1 on Page 1 of RFP)S.NoKey Personnel(Professional Staff)Man-month inconstructionperiod of 24monthsMan-monthin O&Mperiod of 6monthsA. Key Personnel Staff1. Team Leader–cum–Highway Engineer 24 62 Bridge Design Engineer 07 -3 Highway-cum-Pavement Engineer 24 64 Bridge Engineer 24 -5. Material Engineer 24 -6 Road Safety Expert 04 -7. Legal Expert 02 -B. Sub-professional Staff1. Assistant Highway Engineer 1 x 24 1 x 62. Assistant Bridge Engineer 1 x 24 -3. Asstt. Material Engineer 1 x 24 -4. Lab Technicians 2 x 24 -5. CAD Expert 2 x 24 -6 Survey Engineer 2 x 24 -Note: The qualification and experience of Sub Professional staff would not be accountedin the evaluation. However, Consultant shall have to get their CVs approved fromMPRDC before mobilization. The other inputs like support staff shall also beprovided by the Consultant of an acceptable type commensurating with the roles andresponsibilities of each position.__________________________________________________________________________MPRDC-Bhopal March, 2011 50

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh RoadMINIMUM QUALIFICATION OF KEY PERSONNEL1. TEAM LEADER CUM SENIOR HIGHWAY ENGINEEREnclosure BThis is the senior most position and the expert engaged as the team leader shall beresponsible for reviewing the entire Project preparation and implementationactivities of the Concessionaire. He shall check all the Designs being prepared bythe Concessionaire, ensure execution of works on site as per specification andstandards, and continuously interact with the MPRDC and the Concessionaire. Heshall undertake Projects site visits and shall guide, supervise, coordinate and monitorthe work of other experts in his team as well as those of the Concessionaire. Thecandidate should have a proven record of supervising, organizing and managing ofProject preparation and construction of highway projects of large magnitudes, asdefined below, financed by international lending agencies and others. Knowledge ofProject management shall be an added advantage.This position requires a Senior Highway Engineer who shall be a graduate in CivilEngineering with Postgraduate qualification in Highway/Structural/Geotechnicalengineering. He should have a minimum 20 years of experience of highwayengineering including 5 years of experience in similar capacity and involved inHighway Development Projects for 5 years in developed countries. He should havehandled as Team Leader or similar capacity at least two Project Preparation and twoConstruction supervision work of major highway Project of two laning or morecosting more than Rs. 1000 million or of at least 50 km length.2. BRIDGE DESIGN ENGINEERThe Senior Bridge Design Engineer shall be responsible for checking the designs ofbridges, ROBs, interchanges and any other structure to be constructed in the Projecthighway. He shall also review the rehabilitation measures to be proposed by theConcessionaire for existing structures based on site condition and structuralrequirement basis. His expertise shall include computer aided design methods forCivil/Structural Engineering with particular reference to Structural design. Heshould be a graduate in Civil Engineering from a recognized University with PostGraduation in Structural Engineering/Bridge Engineering. Sr. Bridge DesignEngineer should have a minimum of 15 years experience out of which a minimum of10 years experience in similar capacity for major highwaybridges/flyovers/interchanges is required. He should have handled design of at least4 major highway bridges. Experience of involvement in innovative bridge designingworks with use of computer aided software and involvement in designing of bridgesmore than 200m span would be preferred.3. MATERIAL ENGINEERThe Quality/Material Expert shall review the test results of bore holes, quarry andborrow area material to find out their strength characteristics and suitability for__________________________________________________________________________MPRDC-Bhopal March, 2011 51

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Roadusing them in construction. He shall inspect the Concessionaire‟s field laboratoriesto ensure that they are adequately equipped and capable of performing all thespecified testing requirements of the contract. He shall look into the qualityassurance aspect of the construction works and supervise the setting-up of theConcessionaire‟s pre-casting yards, rock crushers and bituminous hot mixing plantsto ensure that the specified requirements for such equipments are fully met.The position requires a graduate in Civil Engineering, preferably Post Graduation inGeotechnical Engineering. He should have a minimum of 15 years of professionalengineering experience including 5 years in similar capacity for major highwayprojects. He should have handled at least two highway projects of at least two laneof 50 km each in similar capacity. He should have exposure of quality assuranceprograms in highway projects using modern technology.4. HIGHWAY – CUM - PAVEMENT ENGINEERThe Highway-cum-Pavement Engineer shall be responsible for the review ofhighway designs and drawings using sophisticated computer software and alsoconstruction and O&M works. His expertise shall include computer aided designmethods for Civil/Highway Engineering with particular reference to CADapplication to the geometric design for highway rehabilitation and/or upgradingprojects.Highway-cum-Engineer should be a graduate in Civil Engineering from arecognized University (higher qualifications will be preferable). He should have aminimum of 15 years experience in highway works out of which a minimum of 5years in Highway Designing works. He should have handled at least two majorhighway projects (two lane or more) of minimum length of 50 Km. each. He shouldhave exposure of computer software programmes for design of highways.Experience in developed countries would be preferred.5 BRIDGE ENGINEERThe Bridge Engineer shall be responsible for supervising the works of bridges,interchanges and any other structure to be constructed by the Concessionaire for thisproject. He shall also inspect the bridge rehabilitation and repair works to beundertaken by the Concessionaire. The position requires a graduate in CivilEngineering, (preference would be given to Post Graduation in StructuralEngineering). He should have minimum 15 years experience out of which at least 10years in Construction of bridges/interchanges/any other structures includingrehabilitation. He should have supervised at least two major highway bridges. Thecandidate should have a thorough understanding and experience with international„best practices‟, and of modern bridge construction technology.6. LEGAL EXPERT__________________________________________________________________________MPRDC-Bhopal March, 2011 52

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh RoadThe candidate should be a graduate in Law or Charted Accountant. He should haveat least 15 years of experience out of which 10 years should be in execution,finalization and interpretation of Contractual Obligations of Infrastructure Projects.7. ROAD SAFETY EXPERTThe Candidate should be Graduate in Civil Engineering preferably Post Graduate inCivil Engineering with specialization in Road Safety and/or Traffic Planning. Heshould have at least 10 years experience, out of which five years should be in RoadSafety and related design of Highway Projects.SUB PROFESSIONAL1. ASSISTANT HIGHWAY ENGINEERThe Candidate should be Graduate in Civil Engineering with 3 years experience/Diploma in Civil Engineering with 10 years experience. He should have worked onat least one two lane highway road project of 25 km. length in the similar capacityfor a continuous period of atleast one year.2. ASSISTANT BRIDGE ENGINEERThe Candidate should be Graduate in Civil Engineering with 3 years experience/Diploma in Civil Engineering with 10 years experience. He should have handled atleast two major bridge projects.3 ASSISTANT MATERIAL ENGINEERThe Candidate should be Graduate in Civil Engineering with 3 years experience ordiploma in Civil Engineering with 10 years experience. He should have worked onat least 2 two lane highway projects of 25 km. length in the similar capacity for acontinuous period of at least one year.4. LAB TECHNICIANS:He should be Diploma in Civil Engineering with 3 years relevant experience orGraduate in Science with 5 years relevant experience. Relevant experience meansexperience as Lab Technician on Highway Projects.5 CAD TECHNICIANS:He should have done certified course in CAD and should have total professionalexperience of three years out of which 2 years should be in Highway Projects6. SURVEYOR:__________________________________________________________________________MPRDC-Bhopal March, 2011 53

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh RoadThe candidate should be Diploma in Civil Engineer with at least 6 yearsexperience in the field of surveying out of which 3 years should be forhighway projects. He should have involved in at least one similar highwayprojects. Firm may field Survey Engineer with diploma in CivilEngineer/Survey having at least 10 years experience in the field of surveyingout of which at least 5 years should be in highway projects and they shouldhave also dealt with at least one project of similar nature. This positionrequires thorough understanding of modern computer based method ofsurveying with total station digital level etc.__________________________________________________________________________MPRDC-Bhopal March, 2011 54

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh RoadAppendix-IIIII.GENERAL CONDITIONS OF CONTRACT1. GENERAL PROVISIONS1.1 DefinitionsUnless the context otherwise requires, the following terms wherever used in thisContract have following meanings:a) “Applicable Law” means all laws, promulgated or brought into force andeffect by GoMP and/or the Government of India including rules, regulationsand notifications made there-under, and judgments, decrees, injunctions,writs and orders of any court or record, applicable to this agreement and theexercise performance and discharge of the respective rights and obligationsof the parties hereunder, as may be inforce and effect during the subsistenceof this agreement.b) “Client” means the MP Road Development Corporation Ltd.c) “Consultants” means (Name of the Consultants)d) “Contract” means the Contract signed by the Parties, together with aldocuments/Appendices attached hereto and includes all modifications madein terms of the provisions of Clause 2.6 hereof,e) “Concessionaire” means any person or entity who are employed by theClient for execution of project: Construction of Damoh - Batiagarh Roadand strengthening of existing road)f) “Concession Agreement” means the agreement signed with the successfuldeveloper/Concessionaire for development of the project of construction oftwo laning of Damoh-Batiagarh Road and strengthening of existing road.g) “Effective Date” means the date on which the Contract comes into force andeffect pursuant to Clause 2.1 hereof;h) “Government” means the Government of India.i) “Local Currency” means the Indian Rupees.j) “Personnel” means the Client or the Consultants, as employees and assignedto the performance of the Services or any part thereof.k) “Party” means the Client or Consultants, as the case may be, and “Parties”means both of them.__________________________________________________________________________MPRDC-Bhopal March, 2011 55

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Roadl) “Services” means the work to be performed by the Consultants pursuant tothis Contract for the purpose of the project as per the Description of Servicesgiven in TOR hereto;m) “Starting Date” means the date referred to in Clause 2.3 hereof;n) “Sub-Consultants” means any person or entity to whom/which theConsultants subcontract any part of the Services in accordance with theprovisions of Clause 3.7(c) hereof;o) “Third Party” means any person or entity other than the Government theClient and the Consultants.p) “Engineer” means the person appointed by the Client to act as Engineer forthe purposes of the Contract and named as such as Contract/Correspondences.1.2 Relations between the PartiesNothing contained herein shall be construed as establishing a relation of master andservant or of agent and principal as between the Client and Consultants. TheConsultants, subject to this Contract, have complete charge or Personnel performingthe Services and shall be fully responsible for the services performed by them or ontheir behalf hereunder.1.3 Law Governing ContractThis Contract, its meaning and interpretation, and the relation between the Partiesshall be governed by the Applicable Laws of the Govt. of MP and /or theGovernment of India.1.4 LanguageThis Contract has been executed in English Language, which shall be the bindingand controlling language for all matters relating to the meaning of interpretation ofthis Contract.1.5 HeadingsThe headings shall not limit, alter or affect the meaning of this Contract.1.6 Notices1.6.1 Any notice, request or consent required or permitted to be given or madepursuant to this Contract shall be in writing. Any such notice, request orconsent shall be deemed to have been given or made when delivered inperson to an authorized representative of the Party to whom thecommunication is addressed, or when sent by registered mail, telex, telegramor facsimile to such Party at the addresses specified as under:__________________________________________________________________________MPRDC-Bhopal March, 2011 56

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh RoadFor the Client:Attention:For the Consultant :Managing Director,MP Road Development Corporation Ltd.,16-A, Arera Hills,Bhopal.1.6.2 Notice will be deemed to be effective as follows:a) In the case of personal delivery or registered mail, on delivery;b) In the case of telexes, (24) hours following confirmedtransmission;c) In the case of telegrams, (24) hours following confirmedtransmission; andd) In the case of facsimiles, (24) hours following confirmedtransmission.1.7 LocationThe services shall be performed at such locations as are specified in TOR heretoand, where the location of a particular task is not so specified at such locations, inIndia, as the Client may approve.Authorized RepresentativesAny action required or permitted to be taken and any document required orpermitted to be executed under the Contract by the Client or the Consultants betaken or executed by the officials as under:For MPRDC :Managing Director, MP Road DevelopmentCorporation Ltd, Bhopal.For Consultant. M/s1.9 Taxes and Duties1.9.1 The consultant and the personnel shall pay the taxes and other impositionslevied under the existing amendment or enacted laws during life of thiscontract and the client shall perform such duties in regard to the deduction ofsuch taxes as may be lawfully imposed.1.9.2 Service TaxThe client shall, however, pay to the consultants all amounts due for their service taxin accordance with the applicable law of the Govt. of India.__________________________________________________________________________MPRDC-Bhopal March, 2011 57

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Road2. COMMENCEMENT, COMPLETION, MODIFICATION ANDTERMINATION OF CONTRACT.2.1 Effectiveness of ContractThis Contract shall come into force and effect on the date (The “EffectiveDate”) of the Client‟s notice to the consultants instructing to begin carrying outthe services.2.2 Termination of Contract for Failure to Become EffectiveIf this Contract has not become effective within six (6) months of the datehereof, either Party may, by not less than four (4) weeks written notice to otherParty, declare this Contract to be null and void, and in the event of such adeclaration by either Party, neither Party shall have any claim against the otherParty with respect hereto.2.3 Commencement of ServicesThe consultants shall commence the services not later than on a date (startingDate) thirty 30 days after the Effective Date or on such date as the parties mayagree in writing.2.4 Expiration of ContractUnless terminated earlier pursuant to Clause 2.9 hereof, the Contract shallexpire when pursuant to the provision hereof, the services have beencompleted and payments of remuneration and reimbursable expenditure havebeen made.2.5 Entire AgreementThis contract contains all covenants, stipulations and provisions agreed by theParties. No agent or representative of either party has authority to make, andthe parties shall not be bound by or be liable for, any statement, representation,promise or agreement not set forth herein.2.6 ModificationsModifications of the terms and conditions of this Contract, including anymodification of the scope of the services, may only be made by writtenagreement between the Parties. Pursuant to Clause 7.2 hereof, however, eachparty shall give due consideration to any proposals for modifications made bythe other Party.__________________________________________________________________________MPRDC-Bhopal March, 2011 58

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Road2.7 Force Majeure2.7.1 Definitiona) For the purpose of this Contract, “Force Majeure” means an event whichis beyond the reasonable control of a Party, and which makes a Party‟sperformance of its obligations hereunder impossible or so impractical asreasonably to be considered impossible in the circumstances, andincludes, but is not limited to, war, riots, civil disorder, earthquake, fire,explosion, storm, flood or other adverse weather conditions, strikes,lockouts or other industrial action are within the power of the Partyinvoking Force Majeure to prevent, confiscation or any other action byGovernment Agencies.b) Force Majeure shall not include (i) any event which is caused by thenegligence or intended action of a Party or such Party‟s Sub Consultantsor agent or employees nor (ii) any event which a diligent Party couldreasonably have expected from either of the parties (A) take into accountat the time of the conclusion of this Contract, and (B) avoid or overcomein the carrying out of its obligations hereunder;c) Force Majeure shall not include insufficiency of funds or failure to makeany payment required hereunder.No Breach of ContractThe failure of the Party to fulfill any of its obligations hereunder shall not beconsidered to be a breach of, or default under this Contract in-so-far as suchinability arises from an event of Force Majeure, provided that the Partyaffected by such an event has taken all reasonable precautions, due care andreasonable alternative measures, all with the objective of carrying out theterms and conditions of the Contract.2.7.3 Measures to be takena) A party affected by an event of Force Majeure shall take all reasonablemeasures to remove such Party‟s inability to fulfill its obligationshereunder with a minimum of delay.b) A Party affected by an event of Force Majeure shall notify the other Partyof such event as soon as possible, and in any event not later than fourteen(14) days following the occurrence of such event, providing evidence ofthe nature and cause of such event, and shall similarly give notice of therestoration of normal conditions as soon as possible.c) The Parties shall take all reasonable measures to minimize theconsequences of any event of Force Majeure.__________________________________________________________________________MPRDC-Bhopal March, 2011 59

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Road2.7.4 ConsultationNot later than thirty (30) days after the Consultants, as a result of an event ofForce Majeure, have become unable to perform a material portion of theServices, the Parties shall consult each other with a view to agreeing onappropriate measures to be taken in the circumstances.Extension of TimePayments2.8 Suspension.Any period within which a Party shall, pursuant to this Contract, completeany action or task, shall be extended for a period equal to the time duringwhich such Party was unable to perform such action as a result of ForceMajeure.During the period of their inability to perform the Services as a result of anevent of Force Majeure, the Consultants shall be entitled to continue to bepaid under the terms of this Contract subject to consultation as per Clause2.7.4 hereof which may include costs necessarily incurred by them duringsuch period exclusively for the purpose of discharging their obligationsunder the Contract and in reactivating the services after the end of suchperiod.The Client may, by written notice of suspension to the Consultants, suspend allpayments to the Consultants hereunder if the Consultants fail to perform any of theirobligations under this Contract, including the carrying out of the Services, providedthat such notice of suspension (i) shall specify the nature of the failure, and (ii) shallrequest the consultants to remedy such failure within a period not exceeding thirty(30) days after receipt by the Consultants of such notice of suspension.2.9 Termination2.9.1 By the ClientThe Client may, by not less than thirty (30) days written notice of terminationto the Consultants (except in the event listed in paragraph (f) below, for whichthere shall be written notice of not less than sixty (60) days), such notice to begiven after the occurrence of any of the event specified in paragraphs (a)through (g) of this Clause 2.9.1, terminate this Contract.a) If the Consultants fail to remedy a failure in the performance of theirobligations hereunder, as specified in a notice of suspension pursuant to__________________________________________________________________________MPRDC-Bhopal March, 2011 60

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh RoadClause 2.8, hereinabove, within thirty (30) days of receipt of such noticeof suspension or within such further period as the Client may havesubsequently approved in writing;b) If the Consultants or if any of their members become insolvent or bankruptor enter into any agreement with their creditors for relief or debt or takeadvantage of any law for the benefit of debtors or go into liquidation orreceivership whether compulsory or voluntary;c) If the Consultants fail to comply with any final decision reached as a resultof arbitration proceedings pursuant to Clause 8 hereof;d) If the Consultants submit to the Client, a statement which has a materialeffect on the rights, obligations or interests of the Client andrepresentation or statement, made/submitted by the Consultants of anypart thereof is found to be false;e) If, as a result of Force Majeure, the Consultants are unable to perform amaterial portion of the services for a period of not less than sixty (60)days;f) If the Client, in its sole discretion and for any reason whatsoever, decidesto terminate this Contract;g) If the Consultants, in the judgment of the Client has engaged in corrupt orfraudulent practices in competing for or in execution the Contract.For the purpose of this Clause:Corrupt practice means the offering, giving, receiving or soliciting or anything ofvalue to influence the action of a public official in the selection process or incontract execution. “Fraudulent practice” means a misrepresentation of facts in orderto influence a selection process or the execution of a contract to the detriment of theClient, and includes collusive practice among Consultants (prior to or aftersubmission of proposals) designed to establish prices at artificial non-competitivelevels and to deprive the Borrower of the benefits of free and open completion.By the ConsultantsThe Consultants may, by not less than thirty (30) days written notice oftermination to the Client (except in the event listed in the paragraph (e)below for which there shall be written notice of not less than sixty (60)days), such notice to be given after the occurrence of any of the eventsspecified in paragraphs (a) through (e) of this Clause 2.9.2 terminate thisContract.__________________________________________________________________________MPRDC-Bhopal March, 2011 61

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Roada) If the Client fails to pay any money due to Consultants pursuant to thisContract and not subject to dispute pursuant to Clause 8 hereof withinthirty (30) days after receiving written notice from the Consultants thatsuch payment is overdue;b) If the Client is in material breach of its obligations pursuant to thisContract and has not remedied the same within forty five (45) days (orsuch longer period as the Consultants may have subsequently approvedin writing) following the receipt by the Client of the Consultants noticespecifying such breach‟c) If as a result of Force Majeure, the Consultants are unable to perform amaterial portion of the services for a period of not less than sixty (60)days; ord) If the client fails to comply with any final decision reached as a result ofarbitration pursuant to Clause 8 hereofe) If the Consultants, in its sole discretion and for any reason whatsoeverdecides to terminate the Contract.2.9.3 Cessation of Rights and ObligationsUpon termination of this Contract, pursuant to Clause 2.2 or 2.9 hereof, orupon expiration of this Contract pursuant to Clause 2.4 hereof, all rights andobligations of the Parties hereunder shall cease, except (i) such rights andobligations as may have accrued on the date of termination or expiration (ii)the obligation of confidentiality set forth in Clause 3.3 hereof, (iii) theConsultants‟ obligations to permit inspection, copying and auditing of theiraccounts and records set forth in Clause 3.6 (ii) hereof, (iv) the Consultants‟obligations regarding default in performance of the service in accordance withthe provisions of the Contract and for any loss suffered by the Client, whereof,as a result of such default, and (v) any right which a Party may have under theApplicable Law.2.9.4 Cessation of ServicesUpon termination of this Contract, by notice of either Party to the other,pursuant to Clauses 2.9.1 or 2.9.1 hereof, the Consultants shall, immediatelyupon dispatch or receipt of such notice, take all necessary steps to bring theservices to a close in a prompt and orderly manner and shall make everyreasonable effort to keep expenditures for this purpose to a minimum. Withrespect to documents prepared by the Consultants and equipment and materialsfurnished by the Client, the Consultants shall proceed as provided, respectivelyby Clause 3.9 or 3.10 hereof.__________________________________________________________________________MPRDC-Bhopal March, 2011 62

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Road2.9.5 Payment under TerminationUpon termination of this Contract pursuant to Clause 2.9.1 or 2.9.2 hereof, theClient shall make the following payments to the Consultants (after offsettingagainst these payments any amount that may be due from the Consultants tothe Client):i) Remuneration pursuant to Clause 6 hereof for Services satisfactorilyperformed prior to the effective date of termination:(ii)Reimbursable expenditure pursuant to Clause 6 hereof for expenditureactually incurred prior to the effective date of termination; and(iii) Except in the case of termination pursuant to paragraphs (a) through (d) ofClause 2.9.1 hereof, reimbursement of any reasonable cost incidental to theprompt and orderly termination of the Contract including the cost of thereturn travel of the Consultants personnel and their eligible dependents.2.9.6 Disputes about Events of TerminationIf either Party whether an event specified in Clause 2.9.1 or in Clause 2.9.2hereof has occurred, such Party may, within forty five (45) days after receipt ofnotice of termination from the other Party, refer the matter to arbitration,pursuant to Clause 8 hereof, and this Contract, shall not be terminated onaccount of such event except in accordance with the terms of any resultingarbitral award.3. OBLIGATIONS OF THE CONSULTANTS3.1 General3.1.1 Standard of PerformanceThe consultant shall perform the Services and carry out their obligationshereunder with all due diligence, efficiency and economy, in accordance withgenerally accepted professional techniques and practices, and shall observesound management practices, and employ appropriate advanced technologyand safe effective equipment, machinery, material and methods. TheConsultants shall always act, in respect of any matter relating to this Contract,or to the Services, as faithful adviser to the Client, and shall at all timessupport and safeguard the Client‟s legitimate interests in any dealing with Sub-Consultants or Third Parties.3.1.2 Law Governing Services__________________________________________________________________________MPRDC-Bhopal March, 2011 63

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh RoadThe Consultants shall perform the Services in accordance with the ApplicableLaw and shall take all practicable steps to ensure that any of the Personnel andagents of the Consultants comply with Applicable Law.3.2 Conflict of Interests3.2.1 Consultants not to benefit from Commissions, Discounts, etc.The remuneration of the Consultants pursuant to Clause 6 hereof shallconstitute the Consultants sole remuneration in connection with the contractor the services, and subject to Clause 3.2. hereof, the Consultants shall notaccept for their own benefit any trade commission, discount or similarpayment in connection with activities pursuant to this Contract or to theServices or in the Discharge of their obligations hereunder, and theConsultants shall use their best efforts to ensure that any of the personnel andagents of either of them, similarly shall not receive any such additionalremuneration.3.2.2 ProcurementIf the Consultants, as part of the services, have the responsibility of advisingthe Client, on the procurement of goods, works or services, the Consultantsshall comply with any applicable procurement guidelines of Client and shallat all times exercise such responsibility in the best interest of the client.3.2.3 Consultants and Affiliates not to engage in certain activities.The Consultants agree that during the term of this Contract and after itstermination, the Consultants and any entity affiliated with the Consultants, aswell as any sub-Consultants and any entity affiliated with such sub-Consultants, shall be disqualified from providing goods, works or services(other than the Services and any continuation thereof) for the project to theServices.3.2.4 Prohibition of Conflicting ActivitiesNeither the consultants nor their Sub-Consultants nor the personnel of eitherof them shall engage, either directly or in directly, during the term of thisContract, in any business or professional activities in India which wouldconflict the activities assigned to them under this Contract.3.3 ConfidentialityThe Consultants, their Sub-Consultants and the Personnel of either of them shall not,wither during the term or within two (2) years after the expiration of this Contract,disclose any proprietary or confidential information relating to the Project, theServices, its Contract or the Client‟s business or operations without the priorwritten consent of the Client.__________________________________________________________________________MPRDC-Bhopal March, 2011 64

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Road3.4 Liability of the ConsultantsSubject to additional provisions, as under, the Consultants liability under thisContract shall be as provided by the Applicable law.(a) Except in case of gross negligence or willful misconduct on the part of theConsultants or on the part of any person or firm acting on behalf of theConsultants in carrying our the services, the Consultants, with respect to damagecaused by the Consultants to the Client‟s property, shall not be liable to theClient:(i)(ii)For any indirect or consequential loss or damage; andFor any direct loss or damage that exceeds (A) total payments forProfessional Fees and Reimbursable Expenditures made or expected to bemade to the Consultants hereunder or (B) the proceeds, the Consultantsmay be entitled to receive from any insurance maintained by theConsultants to cover such a liability, whichever of (A) or (B) is higher.(b) This limitation of liability shall not affect the Consultants liability, if any fordamage to third Parties caused by the Consultants or any person or firm actingon behalf of Consultants in carrying out the services.3.5 Insurance to be taken out by the consultantsThe Consultants:(i) shall take out and maintain at his own cost and shall cause any Sub-Consultants to take out and maintain at his own cost, but on terms andconditions approved by the Client, insurance against the risks and for thecoverage, specified as under and(ii) at the Client‟s request shall provide evidence to the Client showing thatsuch insurance has been taken out and maintained and that the currentpremiums therefore have been paid.(a) Third Party motor vehicle liability insurance (as per Motor Vehicles act 1988)in respect of motor vehicle operated in India by the Consultants or theirPersonnel or any Sub-Consultants or their Personnel, with a minimumcoverage for the Project period.(b)(c)Third Party liability insurance, with a minimum coverage of Rs. 0.5 millionper accident with number accidents to be identified by the Consultants andgot approved by the Client for Project Period.Professional liability insurance, with a minimum coverage equal to the totalamount of the Contract value except the out of pocket expenses. This__________________________________________________________________________MPRDC-Bhopal March, 2011 65

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Roadliability shall be valid for a period of five years after completion of theServices.(d)(e)Employer‟s liability and worker‟s compensation insurance in respect of thePersonnel of the Consultants, in accordance with the relevant provisions ofthe Applicable Law, as well as, with respect to such personnel, any such life,health, accident, travel or other insurance as may be appropriate; andInsurance against loss of or damage to(i)equipment purchased in whole or in part with funds under thisContract,(ii) the Consultants‟ property used in the performance of the Services,and(iii) any documents prepared by the Consultants in the Performance ofthe Services.3.6 Accounting, Inspection and AuditingThe Consultants (i) shall keep accurate and systematic accounts and records of theServices hereunder, in accordance with internationally accepted accountingprinciples and in such form and detail as will clearly identify all relevant timecharges and cost, and the basis thereof (ii) shall permit the Client or its designatedrepresentative periodically and up to one year from the expiration or termination ofthis Contract, to inspect the same and make copies thereof as well as to have themaudited by auditors appointed by the Client.3.7 Consultants’ Actions requiring Client’s prior ApprovalThe Consultants shall obtain the Client‟s prior approval in writing before taking anyof the following actions:(a)(b)(c)(d)Deployment of personnel as listed in TOR.Appointing such number of Personnel as are not listed in TOR (”Consultants,Sub-Consultants” and “Consultants Key Personnel”);Entering into a subcontract for the performance of any part of the Services, itbeing understood (i) that the selection of Sub-Consultants and the terms andconditions of the subcontract shall have been approved in writing by theClient prior to the execution of the subcontract, and (ii) that the Consultantsshall remain fully liable for the performance of the Services by the Sub-Consultants and its Personnel pursuant to this Contract;Taking any action under a concession agreement for the project designingthe Consultants as “Engineer” for which action, pursuant to such civil worksContract, the approval of the Client as “Employer” is required;__________________________________________________________________________MPRDC-Bhopal March, 2011 66

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Road(e)(f)Substitution of any Personnel if required on grounds beyond reasonableControl of the Consultant;Purchase of equipment required for performing the services.3.8 Reporting ObligationsThe Consultants shall submit to the Client reports and documents specified in TORhereto in the form and the numbers and within the time period set forth in the saidTOR.3.9 Documents prepared by the Consultants to be the Property of the ClientAll plans, drawings, specifications, designs, reports and other documents preparedby the Consultants in performing the Services shall become and remain the propertyof the Client, and the Consultant shall, not later than upon termination or expirationof this Contract, deliver all such documents to the Client, together with a detailedinventory thereof. The Consultants may retain a copy of such documents but shallnot use these documents for purposes unrelated to this Contract without the priorwritten approval of the Client.3.10 Equipment and Materials Furnished by the ClientNo equipment and material will be provided by the client.4. CONSULTANTS’ PERSONNEL AND SUB-CONSULTANTS4.1 GeneralThe Consultants shall employ and provide such qualified and experiencedPersonnel as are required to carry out the Services.4.2 Description of Personnela) The list of Consultants key personnel and their estimated periods ofengagement have been described in TOR.b) If additional work is required beyond the scope of the Services specified inTOR the estimated periods of engagement of Key Personnel set forth in TORmay be increased by agreement in writing between the Client and theConsultants provided that any such increase shall not, except as otherwiseagree, cause payments under this Contract to exceed the ceilings set forth inClause 6.1 (b) of this Contract.4.3 Approval of PersonnelThe Key Personnel listed by title as by name in TOR are hereby approved bythe Client. In respect of other personnel which, the Consultants propose touse in carrying out of the Services, the Consultants shall submit to the Client__________________________________________________________________________MPRDC-Bhopal March, 2011 67

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Roadfor review and approval a copy of their biographical data. If the Client doesnot object in writing (stating the reasons for the objection) within thirty (30)calendar days from the date of receipt of such biographical data and (ifapplicable) such Personnel shall deemed to have been approved by theClient. The removal and/or replacement of personnel is covered underClause 4.5 hereof.4.4 Working Hours, Overtime, Leave etc.a) Working hours and holidays for the Consultants‟ Personnel shall matchwith that of the Client and the Concessionaire. To account for traveltime at site, Services shall be deemed to have commenced (or finished)from the time of departure from the place of origin (site office ofconsultant) for the project site or time of arrival at the place of originafter the services.b) The Personnel shall not be entitled to be paid for overtime nor to takepaid sick leave or vacation leave. The Consultant‟s remuneration shallbe deemed to cover these items. Any taking of leave by personnel shallbe subject to the prior approval by the Consultants who shall ensurethat absence for leave purposes will not delay the progress andadequate supervision of the Services.c) The man-month shown against each personnel shall be exclusive ofleave period. The period for which the Consultant‟s personnel will beon annual leave or on sick leave shall not be charged on the bill. Thework of the personnel of the Consultants will have to be adjustedwithin regulatory working hours, without any overtime according to therequirement at sit4.5 Removal and/or Replacement of Personnela) No charges shall be made in the Key Personnel. If, for any reasonbeyond the reasonable control of the Consultants, it becomes necessaryto replace any of the Personnel, the Consultants shall forthwith provideas a replacement a person of equivalent or better qualifications andexperience acceptable to the Client. Such person shall be inducted onlyafter approval by the Client and replacements shall invite penalty. Theremuneration will be reduced to 90% for such replacements from thefirst time and 80% after the second replacement.b) If the Client (i) finds that any of the Personnel has committed seriousmisconduct or has been charged with having committed a criminalaction, or (ii) has reasonable cause to be dissatisfied with theperformance of any of the personnel. Then the Consultants shall, atthe Client‟s written request specifying the grounds authorize,forthwith provide as a replacement a person with qualifications and__________________________________________________________________________MPRDC-Bhopal March, 2011 68

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Roadexperience acceptable to the Client. Such person shall be includedonly after approval by the Client.c) Any of the Personnel provided as a replacement under clauses (a) and(b) above, the rate of remuneration applicable to such person as wellas any reimbursable expenditures (including expenditures due to thenumber of eligible dependents) the Consultants may wish to claim asa result of such replacement, shall be subject to the prior writtenapproval by the Client. Except as the Client may otherwise agree, (i)the Consultants shall bear all additional travel and other costs arisingout of or incidental to any removal and/or replacement, and (ii) theremuneration to be paid for any of the Personnel provided as areplacement shall not exceed the remuneration which would havebeen payable to the Personnel replaced.5. OBLIGATIONS OF THE CLIENT5.1 Assistance and ExemptionsThe Client shall use its best efforts to ensure that the Government shall:(a)provide the Consultants, sub-Consultant and Personnel with work permitsand such other documents as shall be necessary to enable the consultant,Sub-Consultants or Personnel to perform the Services;(b)(c)(d)(e)(f)assist for the Personnel and, if appropriate, their eligible dependents to beprovided promptly with all necessary entry and exit visas, residence permits,exchange permits and any other documents required for their stay inGovernment‟s country;facilitate prompt clearance through customs of any property for the Servicesand of the personal effects of the Personnel and their eligible dependents;issue to officials, agents and representatives of the Government all suchinstructions as may necessary or appropriate for the prompt and effectiveimplementation of the Services;assist the Consultants and the Personnel and any sub-Consultants employedby the Consultants for the Services from any requirement to register orobtain any permit to practice their profession or to establish themselveseither individually or as a corporate entity according to the Applicable Law;grant to the Consultants, any Sub-consultant and the Personnel of either ofthem the privilege, pursuant to the Applicable Law, of bringing intoGovernment‟s country reasonable amounts of foreign currency for thepurposes of the Services or for the personal use of the Personnel and theirdependents and of withdrawing any such amounts as may be earned by thePersonnel in the execution of the Services; and__________________________________________________________________________MPRDC-Bhopal March, 2011 69

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Road(g)provide to the Consultants, Sub-consultants and Personnel any such otherassistance as felt necessary.5.2 Access to LandThe Client warrants that the Consultants shall have free and unimpededaccess to all land in Madhya Pradesh in respect of which access is requiredfor the performance of the Services. The Client will be responsible for anydamage to such land or any property thereon resulting from such access andwill indemnify the Consultants and each their personnel in respect of liabilityfor any such damage, unless such damage is caused by the default ornegligence of the Consultants any Sub-consultants or the Personnel of eitherof them.5.3 Facilities to be provided by the Client5.3.1 The Client shall nominate an authorized representative to liaise with the Consultantson all matters connected with this agreement. In turn, the Team Leader of theConsultants for the work shall act as the Liaison officer for the Consultants to liaisewith the representative of the Client.5.3.2 The Consultants‟ engineer and staff shall be provided with the following facilities,free of cost, by the Client through Concessionaire.a) Field Testing Laboratory with required testing equipment and itsmaintenance5.4 PaymentIn consideration of the Services performed by the Consultants under this Contractthe Client shall make to the Consultants such payments and such manner as isprovided in Clause 6 of the Contract.6.0 PAYMENTS TO THE CONSULTANTS6.1 Cost EstimatesAn estimate of the cost of the Services payable in local currency is set forth inTOR.6.2 Payments to the ConsultantsAll payments shall be made by the Client to the Consultants in Indian Rupeessubject to the ceilings given in TOR.a. Remuneration for personnel/staff employed for Construction Supervision, atthe rates specified for such Personnel in TOR, based on their actual__________________________________________________________________________MPRDC-Bhopal March, 2011 70

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Roaddeployment. The other costs shall be paid at the fixed rates for the items asgiven in TOR.b. For items listed as reimbursable cost in TOR, shall be operated with priorconsent of the Client and payments shall be made based on actuals.c. For items listed under Out of Pocket Expenses in TOR shall be paid by theClient as per fixed costs given in TOR.6.3 Currency of Payment:Indian Rupees6.4 Mode of Billing and Paymenta) The Client shall pay to the Consultants an interest free advancepayment as specified hereunder and as otherwise set forth below. Theadvance payment will be due at effective date after provision by theConsultants to the Client of a Bank Guarantee by a Bank acceptableto the Client in local currency. Such Bank Guarantee shall (i) remaineffective until the advance payments have been completely set off asprovided hereinafter, and (ii) be in the form set forth in TOR heretoor in such other form as the Client shall have approved in writing.The advance payment shall be paid within thirty days after aboveprovisions are complied with.b) A mobilization advance (exclusive of taxes and contingencyprovisions) amounting to 10% of the accepted bid price will be paidagainst Bank Guarantee. Five percent of the advance will be paid atthe time of commencement and the remaining 5% will be paid afterthe concessionaire achieves the financial progress of 10%. Alladvances will be secured by unconditional bank guarantee. Therecovery of mobilization advance shall be adjusted in 10 monthsstarting from the next month of payment of such advance. Allrecoveries has to be recovered before 90% gross payment.c) As soon as practicable but not later than fifteen (15) days after theend of each calendar month, during the period of the services, theConsultants shall submit to the Client in duplicate itemizedstatements of the amounts payable pursuant to Clauses 6.2 for suchmonth. For the items of which monthly rates have been specified,receipted invoices, vouchers will not be required. Each such separatemonthly statement shall distinguish that portion of the total eligiblecosts which pertains to remuneration from that portion which pertainsto reimbursable expenditures. Services Tax as applicable law of theGovt. of India will be charged on total fees and will be payable by theClient.__________________________________________________________________________MPRDC-Bhopal March, 2011 71

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Roadd) The Client shall make the payment of the Consultants‟ monthlystatements within thirty (30) days after the receipt by the Client ofsuch statements with supporting documents. Only such portion of amonthly statement that is not satisfactorily supported may bewithheld from payment. Should any discrepancy be found to existbetween actual payment and cost authorized to be incurred by theConsultants; the Client may add or subtract the difference from anysubsequent payments. The interest at 7% per year on local currencyshall become payable as from the above due date on any amount duebut not paid on such due date.e) The final payment under this Clause shall be made only after the finalreport and final statement identified as such shall have beensubmitted by the Consultants and approved as satisfactory by theClient. The services shall be deemed completed and finally acceptedby the Client and final report and final statement shall be deemedapproved by the Client as satisfactory, ninety (90) calendar days afterreceipt of the final report and final statement by the Client unless theClient within such ninety (90) days period gives written notice to theConsultants, specifying in detail, deficiencies in the services, the finalreport or final statement. The Consultants shall thereupon promptlymake any necessary corrections and upon completion of suchcorrections the foregoing process shall be repeated. Any amountwhich the Client has paid or caused to be paid in accordance with thisclause in excess of the amount actually payable in accordance withthe provisions of the Contract shall be reimbursed by the Consultantsto the Client within thirty (30) days after receipt by the Consultants ofnotice thereof. Any such claim by the Client for reimbursement mustbe made within twelve (12) calendar months after receipt by theClient of a final report and a final statement approved by the Client inaccordance with the above.f) Payments for remuneration made in accordance with Clause GC6:2(a) in foreign and/or local currency shall be adjusted as follows :Remuneration of employed personnel designated in foreign currency orIndian currency pursuant to the rates accepted shall be adjusted only onceafter 18 months from the date of commencement by increasing it by a factorof 5%.Notwithstanding any other provisions in the agreement in this regard, thisprovision will prevail and over ride any other provision to the contrary in thisagreement.__________________________________________________________________________MPRDC-Bhopal March, 2011 72

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Roadg) All payments under this contract shall be made to the followingaccounts of the Consultants:Current A/c No.Bank Address:7. FAIRNESS AND GOOD FAITH7.1 Good FaithThe Parties undertake to act in good faith in respect to each other‟s rightsunder this Contract and to adopt all reasonable measures to ensure therealization of the objectives of this Contract.7.2 Operation of the ContractThe Parties recognize that it is impractical in this Contract to provide forevery contingency which may arise during the life of the Contract and theParties hereby agree that it is their intention that this contract shall operatefairly as between them and without detriment to the interest of either of themand that if during the term of this Contract either Party believes that thisContract is operating unfairly, the Parties will use their best efforts to agreeon such action as may be necessary to remove the cause or causes of suchunfairness but on failure to agree on any action pursuant to this Clause shallhave the right of dispute subject to arbitration in accordance with Clause 8thereof.8.0 SETTLEMENT OF DISPUTES8.1 Amicable SettlementThe Parties shall use their best efforts to settle amicably all disputes arisingout of or in connection with this Contract or the interpretation thereof.8.2 Right to Arbitration and Rules of ProcedureAny dispute between the parties as to matters arising pursuant to thisContract which cannot be settled amicably within sixty (60) days afterreceipt by one Party of the other Party‟s request for such amicable settlementshall be referred to the adjudication of a Committee of three arbitrators. TheCommittee shall be composed of one Dispute Review Expert to benominated by the Client, one to be nominated by the Consultants and thethird, who will also act as the chairman of the committee but not as anumpire, who will be chosen jointly by the two arbitrators.Save as otherwise provided in the Contract, the arbitration shall be conductedin accordance with the provisions of the Arbitration and Conciliation Act1996 and any statutory modification or enactment thereof and shall be held atBhopal and at such time as the committee of arbitrators may determine. The__________________________________________________________________________MPRDC-Bhopal March, 2011 73

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Roaddecision of the majority of the Arbitrators shall be final and binding as maybe determined by the Arbitrators.Performance under the Contract shall continue during the arbitrationproceedings and payments due to the Consultants by the Client shall not bewithheld, unless they are the subject matter of the arbitration proceedings.All awards shall be writing and such awards shall state reasons for theawards.8.3 MiscellaneousIf any arbitration proceedings hereunder.a) proceedings shall, unless otherwise agreed by the Parties, be held inBhopal.b) The English language shall be the official language for all thepurposes, andc) The decision of majority of the arbitrators shall be final and bindingand shall be enforceable in any court of competent jurisdiction andthe Parties hereby waive any objections to or claims of immunity inrespect of such enforcement.__________________________________________________________________________MPRDC-Bhopal March, 2011 74

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh RoadFORM OF ADVANCE PAYMENT GUARANTEERef: ---------------------- Bank Guarantee---------------------Date: -----------------------The Managing Director,MP Road Development Corporation Ltd.16-A, Arera Hills, BhopalDear Sir,In consideration of MP Road Development Corporation Ltd., (hereinafter referredto as the “Client”, which expression shall, unless repugnant to the context or meaningthereof include its successors, administrators and assigns, having awardedto……………………………….., (hereinafter referred to as the “Consultants” whichexpression shall unless repugnant to the context or meaning thereof, include its successors,administrators, executors and assigns), Contract by issue of Client‟s Contract Agreementdated……………… and the same having been unequivocally accepted by the Consultant‟sresulting in a Contract valued at for………………………………………………………………………………………………………………………………………………………………………………………………………… (hereinafter called the “Contract”) and the Client having agreed to make (scope ofwork) an advance payment to the Consultants for performance of the above Contractamounting to words and figures) as an advance against Bank Guarantee to be furnished bythe Consultants.We (Name of the Bank) having its Head Office at (hereinafter referred to as the Bank,which expression shall, unless repugnant to the context or meaning thereof, include itssuccessors, administrators, executors and assigns), do hereby guarantee and undertake topay the Client immediately on demand any or, all monies payable by the Consultants to theextent of as aforesaid at any time upon @ without any demur, reservation, contest, recourseor protect and/or without any reference to the Consultants. Any such demand made by theclient on the Bank shall be conclusive and binding notwithstanding any difference betweenthe Client and the Consultant or any dispute pending before any Court, Tribunal, Arbitratoror any other authority. We agree that the Guarantee herein contained shall be irrevocableand shall continue to be enforceable till the Client discharges this guarantee.The client shall have the fullest liberty without affecting, any way the liability of theBank under this guarantee, from time to vary the advance or to extend the time forperformance of the Contract by the Consultants. The Client shall have the fullest libertywithout affecting this guarantee, to postpone from time to time the exercise of any powersvested in them or of any right which they might have against the Client and to exercise thesame at any time in any manner, and either to enforce or to forebear to enforce anyconvents, contained or implied, in the Contract between the Client and the Consultants any__________________________________________________________________________MPRDC-Bhopal March, 2011 75

Request for Proposal (RFP) for Independent Engineer for Damoh Batiagarh Roadother course or remedy or security available to the Client. The Bank shall not be relieved ofits obligations under these presents by exercise by the Client of its liberty with reference tothe matters aforesaid or any of them or by reason of any other act of forbearance or otheracts of omissions or commission on the part of the Client or any other act of forbearance orother acts of omissions or commission on the part of the Client or any other indulgenceshown by the Client or by any other matter or thing whatsoever which under law would butfor this provision have the effect of relieving the Bank.The Bank also agrees that the Client as its option shall be entitled to enforce thisGuarantee against the Bank as a principal debtor, in the first instance without proceedingagainst the Consultants and notwithstanding any security or other guarantee the Client mayhave in relation to the Consultants‟ liabilities.Notwithstanding anything contained herein above our liability under this guaranteeis limited to _____________ and it shall remain in force up to and including ____________@________ and shall be extended from time to time for such period as may be desired by______________(Name of the Consultant). On whose behalf this guarantee has been given.Dated this ________________________day of _________________2011 at_______________WITNESS(Signature) (Signature)(Name) (Name)(Official Address) (Designation with Bank Stamp)Attorney as per Power of AttorneyNo. ________________Dated_________________The date will be ninety (90) days after the date of the completion of Contract.__________________________________________________________________________MPRDC-Bhopal March, 2011 76

To,FORM OF BANK GUARANTEE FOR PERFORMANCE SECURITYRef: Bank guarantee: No.The Managing Director,MP Road Development Corporation Ltd.16-A, Arera Hills, BhopalDear Sir,Date:In consideration of “MP Road Development Corporation Ltd. (MPRDC)”(hereinafter referred as the “Client”, which expression shall, unless repugnant to the context ormeaning thereof include it successors, administrators and assigns) having awarded to M/s(hereinafter referred to as the “Consultants” which expression shall unless repugnant to thecontext or meaning thereof, include its successors, administrators, executors and assigns), acontract by issue of Client‟s Contract Agreement No. ………………….. dated……………….and the same having been unequivocally accepted by the Consultant, resulting in a Contractvalued at for…………………………………………………………………………………………………………………………………………………………………………………………………………(hereinafter called the “Contract”) and the consultant having agreed to furnish a Bank Guaranteeto the Client as Performance of the above Contract amounting to Rs. (in words and figures)We………….. (Name of the Bank) having its Head Office at …………..(hereinafterreferred to as the Bank), which expression shall, unless repugnant to the context or meaningthereof, include its successors, administrators executors and assigns) do hereby guarantee andundertake to pay the client immediately on demand any or, all monies payable by the Consultantto the extent of as aforesaid at any time up to @ without any demur, reservation contest,recourse or protest and/or without any reference to the consultant. Any such demand made bythe client on the Bank shall be conclusive and binding notwithstanding any difference betweenthe Client and the Consultant or any dispute pending before any Court, Tribunal, Arbitrator orany other authority. We agree that the Guarantee herein contained shall be irrevocable and shallcontinue to be enforceable till the Client discharges this guarantee.The client shall have the fullest liberty without affecting, any way the liability of theBank under this guarantee, from time to vary the advance or to extend the time for performanceof the Contract by the Consultants. The Client shall have the fullest liberty without affecting thisguarantee, to postpone from time to time the exercise of any powers vested in them or of anyright which they might have against the Client and to exercise the same at any time in anymanner, and either to enforce or to forebear to enforce any convents, contained or implied, in theContract between the Client and the Consultants any other course or remedy or securityavailable to the Client. The Bank shall not be relieved of its obligations under these presents byexercise by the Client of its liberty with reference to the matters aforesaid or any of them or byreason of any other act of forbearance or other acts of omissions or commission on the part ofthe Client or any other act of forbearance or other acts of omissions or commission on the part ofthe Client or any other indulgence shown by the Client or by any other matter or thingwhatsoever which under law would but for this provision have the effect of relieving the Bank.The Bank also agrees that the Client as its option shall be entitled to enforce thisGuarantee against the Bank as a principal debtor, in the first instance without proceeding againstMPRDC- Bhopal March, 2011

the Consultants and notwithstanding any security or other guarantee the Client may have inrelation to the Consultants‟ liabilities.Notwithstanding anything contained herein above our liability under this guarantee islimited to _____________ and it shall remain in force up to and including ____________@_________and shall be extended from time to time for such as may be desired by______________(Name of the Consultant). on whose behalf this guarantee has been given.Dated this ________________________day of _________________2011 atWITNESS(Signature) (Signature)(Name) (Name)(Official Address) (Designation with Bank Stamp)Attorney as per Power of AttorneyNo. ________________Dated_________________Strike out, whichever is not applicable.@ the date will be thirty months after the date of commencement of services.Note 1: The stamp papers of appropriate value shall be purchased in the name of bankwho issues the “Bank Guarantee”Note 2: The Bank Guarantee will be accepted which is issued by State Bank of India orits subsidiaries or any Indian Nationalized Bank. If the Bank Guarantee is drawnon a foreign bank it will be accepted by MPRDC only if such Guarantee is alsoaccepted either by State Bank of India or any of its subsidiaries or any IndianNationalized Bank.MPRDC- Bhopal March, 2011

SCHEDULES - I, K & OMPRDC- Bhopal March, 2011

SCHEDULE-L(See Clause 18.1.1)SAFETY REQUIREMENTS1 Guiding principles1.1 Safety Requirements aim at reduction in injuries, loss of life and damage to propertyresulting from accidents on the Project Highway, irrespective of the person(S) at fault.1.2 Users of the Project Highway include motorized and non-motorized vehicles as well aspedestrians and animals involved in, or associated with accidents. Vulnerable RoadUsers (VRU) include pedestrians as well as riders of motorized two-wheelers, bicyclesand other vehicles which do not provide adequate occupant protection.1.3 Safety Requirements apply to all phases of construction, operation and maintenance withemphasis on identification of factors associated with accidents, consideration of thesame, and implementation of appropriate remedial measures.1.4 Safety Requirements include measures associated with traffic management andregulation such as road signs, pavement marking, traffic control devices, roadsidefurniture, highway design elements, enforcement and emergency response.2 Obligations of the ConcessionaireThe Concessionaire shall abide by the following insofar as they relate to safety of theUsers:(a) Applicable Laws and Applicable Permits;(b) Manual for Safety in Road Design, issued by MPRDC;(c) Relevant Standards/Guidelines of IRC relating to road geometrics, bridges, culverts, roadsigns, pavement marking and roadside furniture;(d) Provisions of this Agreement; and(e) Good Industry Practice.3 Appointment of Safety ConsultantFor carrying out safety audit of the Project Highway under and in accordance with thisSchedule-L, the MPRDC shall appoint from time to time, one or more qualified firms ororganizations as its Independent Consultants who will also act as the “SafetyConsultant”. The Safety Consultant shall employ a team comprising, without limitation,one road safety expert and one traffic planner to undertake safety audit of the ProjectHighway.4 Safety measures during Development Period4.1 Not later than 90 (ninety) days from the date of this Agreement, the MPRDC shallappoint a Safety Consultant for carrying out safety audit at the design stage of theProject. The Safety Consultant shall collect data on all fatal crashes and other roadaccidents which occurred on the Project Highway in the preceding two years byobtaining copies of the relevant First Information Report (FIR) from the police stationshaving jurisdiction. The information contained in such FIRs shall be summarized in theform prescribed by MPRDC for this purpose and the data shall be analyzed for the typeof victims killed or injured, impacting vehicles, location of accidents and other relevantfactors.4.2 The Concessionaire shall provide to the Safety Consultant, in four copies, the relevantdrawings containing the design details that have a bearing on safety of Users (the “SafetyDrawings”). Such design details shall include horizontal and vertical alignments;sightlines; layouts of intersections; interchanges; road cross-section; bridges andculverts; side drains; provision for parked vehicles, slow moving vehicles (tractors,bullock carts, bicycles) and pedestrians; bus bays; truck lay-bys; and other incidental orconsequential information. The safety Consultant shall review the design details andforward three copies of the Safety Drawings with its recommendations, if any, to theIndependent Engineer who shall record its comments, if any, and forward one copy eachto the MPRDC and the Concessionaire.MPRDC- Bhopal March, 2011

4.3 The accident data and the design details shall be compiled, analyzed and used by theSafety Consultant for evolving a package of recommendations consisting of safetyrelated measures for the Project Highway. The safety audit shall be completed in a periodof three months and a report thereof (the “Safety Report”) shall be submitted to theMPRDC, in five copies. One copy each of the Safety Report shall be forwarded by theMPRDC to the Concessionaire and the Independent Engineer forthwith.4.4 The Concessionaire shall endeavor to incorporate the recommendations of the SafetyReport in the design of the Project Highway, as may reasonably by required inaccordance with Applicable Laws, Applicable Permits, Manuals and Guidelines ofMOSRTH and IRC, Specifications and Standards, and Good Industry Practice. If theConcessionaire does not agree with any or all of such recommendations, it shall state thereasons thereof and convey them to the MPRDC forthwith. In the event that any or all ofthe works and services recommended in the Safety Report fall beyond the scope ofSchedule-B, Schedule-C or Schedule-D, the Concessionaire shall make a report thereonand seek the instruction of the MPRDC for funded for funding such works out of theSafety Reserve in accordance with the provisions of Article 18.4.5 Without prejudice to the provisions of Paragraph 4.4, the Concessionaire and theIndependent Engineer shall, within 15 (fifteen) days of receiving the Safety Report, sendtheir respective comments thereon to the MPRDC, and not later than 15 (fifteen) days ofreceiving such comments, the MPRDC shall review the same along with the SafetyReport and by notice direct the Concessionaire to carry out any or all of therecommendations contained therein with such modifications as the MPRDC mayspecify; provided that any works or services required to be undertaken hereunder shall begoverned by the provisions of Article 18.5 Safety measures during Construction PeriodSafety Consultant shall be appointed by the MPRDC, not later than 4 (four)months prior to the expected COD Project Completion Date, for carrying out asafety audit of the completed Construction WorksSafety Consultant shall collect and analyze the accident data for the preceding two yearsin the manner specified in Paragraph 4.1 of this Schedule-L. It shall study the SafetyReport for the Development Period and inspect the Project Highway to assess theadequacy of safety measures. The safety Consultant shall complete the safety auditwithin a period of 4 (four) months and submit a Safety Report recommending a packageof additional road safety measures, if any, that are considered essential for reducingaccident hazards on the Project Highway. Such recommendations shall be processed,mutatis mutandis, and acted upon in the manner set forth in Paragraphs 4.3, 4.4 and 4.5schedules –L.The Concessionaire shall make adequate arrangements during the Construction Periodfor the safety of workers and road Users in accordance with the guidelines of IRC forsafety in construction zones, and notify the MPRDC and the Independent Engineer aboutsuch arrangements.6. Safety measures during Operation Period6.1 The Concessionaire shall develop, implement and administer a surveillance and safetyprogramme for Users, including correction of safety violations and deficiencies and allother actions necessary to provide a safe environment in accordance with thisAgreement.6.2 The Concessionaire shall establish a Highway Safety Management Unit (the “HSMU”)to be functional on and after {COD} and designate one of its officers to be in-charge ofthe HSMU. Such officer shall have specialist knowledge and training in road safety andtraffic engineering by having attended a course conducted by a reputed organization onthe subject.MPRDC- Bhopal March, 2011

6.3 The Concessionaire shall keep a copy of every FIR recorded by the Police with respect toany accident occurring on the Project Highway. In addition, the Concessionaire shall alsocollect data for all cases of accidents not recorded by the Police but where a vehiclerolled over or had to be towed away. The information so collected shall be summarizedin the form prescribed by MPRDC for this purpose. The Concessionaire shall also recordthe exact location of each accident on a road map. The aforesaid data shall be submittedto the MPRDC at the conclusion of every quarter and to the Safety Consultant as andwhen appointed.6.4 The Concessionaire shall submit to the MPRDC before the 31 st (thirty first) may of eachyear, an annual report (in ten copies) containing, without limitation, a detailed listing andanalysis of all accidents of the preceding Accounting Year and the measures taken by theConcessionaire pursuant to the provisions of Paragraph 6.1 of this Schedule-L foraverting or minimizing scum accidents in future.6.5 Once in every Accounting Year, a safety audit shall be carried out by the SafetyConsultant to be appointed by the MPRDC. It shall review and analyze the annual reportand accident data of the preceding year, and undertake an inspection of at the ProjectHighway. The Safety Report recommending specific improvements, if any, required tobe made to the road, bridges, culverts, markings, signs, road furniture and ProjectFacilities, including cattle crossings and pedestrian crossings. Such recommendationshall be processed, mutatis mutandis, and acted upon in the manner set forth inParagraphs 4.3, 4.4 and 4.5 of this Schedule-L.7 Costs and expensesCosts and expenses incurred in connection with the Safety Requirements set forth hereinincluding the provisions of Paragraph 2 of this Schedule, shall be met in accordance withArticle 18, and in particular, the remuneration of the Safety Consultant, the cost of worksand services, safety audit, and costs incidental thereto, shall be met out of the SafetyReserve Fund.MPRDC- Bhopal March, 2011

SCHEDULE- K(See Clause 17.2)1. OPERATION AND MAINTENANCE (O & M)1 Generala. The Concessionaire shall comply with the O & M Requirements set out in this Schedule.The Concessionaire shall ensure that the Project Highway and Project Facilities aremaintained to the standards and specifications as laid out in this Schedule and shall alsomeet the other requirements, if any, set out in the Agreement.b. During the Construction Period, the Concessionaire shall take appropriate measures tooperate and maintain the existing Road and ensure for uninterrupted, smooth and safetraffic flow at all times.c. The Concession Agreement stipulates that the Project road shall be constructed operatedand maintained during the Concession Period by Concessionaire and thereaftertransferred to MPRDC. This schedule elaborates the operation and maintenancerequirements of the concession and is to be read together with the Concession Agreementfor this purpose. For clarification of doubt, the period during which the Concessionaireshall comply with O & M requirements covers the entire Concession Period includingthe Construction period. Particularly, during the construction period, the Concessionaireis required to operate and maintain the existing road as provided in the ConcessionAgreement and this Schedule.2 O & M Requirements2.1 In the design, planning and implementation of all works and functions associated with theoperation and maintenance of the Project Facilities, the Concessionaire shall take allsuch actions and do all such things (including without limitation, organizing itself,adopting measures and standards, executing procedures including inspection proceduresand engaging contractors, if any, agents and employees) in such manner, as will:(i) Ensure the safety of personnel deployed on and users of the Project Facilities or partthereof:(ii) Keep the Project Facilities from undue deterioration and wear;(iii) Permit unimpaired performance of statutory duties and functions of any party inrelation to the Project;2.2 During the Concession period, the concessionaire shall ensure that(i) The Project Facilities are kept free from undue deterioration and undue wear;(ii) Applicable and adequate safety measures are taken;(iii) Minimum delay is caused to users of the Project FacilitiesMPRDC- Bhopal March, 2011

(iv) Adverse effects on the environment and to the owners and occupiers of propertyand/or land in the vicinity of the Project Facilities, due to any of its actions, isminimized;(v) Any situation which has arisen or likely to arise on account of any accident or otheremergency is responded to as quickly as possible and its adverse effectscontrolled/minimized;(vi) Disturbance or damage or destruction to property of third party by operations of theProject Facilities is controlled/minimized;(vii) Elected members of the public are treated with due courtesy and consideration by itsemployees/agents;(viii) Users are provided with adequate information and forewarned of any event or anyother matter affecting the Project Facilities to enable them to control/ minimize anyadverse consequences by such event or matter;(ix) Registers to be maintained to record grievances or appreciations of members ofpublic in relation to the operation and maintenance of Project/Project Facilities.(x) Traffic data and data relating to the operation and maintenance of the ProjectHighway and its Facilities and events on the Project Highway are collected anddisseminated such that the MPRDC and other persons or bodies with statutory dutiesor functions in relation to the Project Highways or adjoining roads are able toperform those duties and functions efficiently;(xi) All materials used in the maintenance, repair and replacement of any of the ProjectFacilities shall meet the Design Requirements/standards.(xii) The personnel assigned by the Concessionaire have the requisite qualifications andexperience and are given the training necessary to enable the Concessionaire meet theO & M Requirements.3 Operation and Maintenance Manual and O & M Plans3.1 Operation and Maintenance Manual and O & M Plans will be made for three stagesas described in sub paras below:a) Prior to the commencement of any construction activity, the Concessionaire,in consultation with the Independent Engineer, shall finalize the O & M Planfor Construction Period.b) Prior to making application for the Completion certificate for the Project theConcessionaire shall finalize in consultation with the Independent Engineer:(i) The O & M Manual(ii) The O & M Plan for the first year of operations.c) Six weeks prior to the anniversary of Commercial Operation Date of Project(COD)* each year, the Concessionaire shall submit an annual O & M Planfor the next year of operations.MPRDC- Bhopal March, 2011

The O & M Manual prepared by the Concessionaire shall set out theoperations and maintenance standards and details of the operations andmaintenance activities to be undertaken during the Concession Period; sothat the Project Facilities shall at all times conform to the Requirementsprescribed in this schedule.The Manual shall include without limitation the following aspects:(i)(ii)(iii)Organization structure with responsibilities of keypersonnel;Traffic Management Plan including the Corridor Control Plan;Safety Management Programme including the EmergencyResponse Protocol;(iv)(v)(vi)(vii)(viii)(ix)(x)Inspection Procedures;Maintenance Intervention Levels;Asset Management Project Deliverables and Tolerance Criteria;Environment Management Plan;Maintenance Programme;Management information system;Report Formats.The said Operation and Maintenance Manual shall have two separate sectionsnamely.i. Section – I Operations; andii. Section - II, Maintenance3.2 Operations Part of O & M ManualIt shall prescribe procedures and systems for activities including but not belimited to the following for the regular and emergency operations of the ProjectHighway and Facilities thereon.- Permitting smooth and uninterrupted flow of traffic during normal operatingconditions.- Functioning of the Toll System including charging and collecting the fees fromthe road user in accordance with the Concession Agreement- Functioning of the Patrolling System- Functioning of rescue and medical and aid services - Ambulance - Fire -Brigade -Tow away trucks and cranes- Functioning of the Project Facilities - Administrative, Operation andMaintenance camp - Pickup bus stops - Parking Laybys & Rest Areas -MPRDC- Bhopal March, 2011

Electrical Services at Laybys, bus stops and rest area - Potable water supplysystem including supply of drinking water at truck parking laybyes, rest areas etc.- Public toilets and other sanitary Facilities- Solid wastes disposal system including those from litterbins3.3 Maintenance Part of O& M Manual3.3.1 This section of the operation and maintenance manual, shall include theactivities described here-in-under amongst other activities required for the regularand preventive maintenance of the equipment during the operations period, sothat the Project Highway is maintained in a manner that at all times it complieswith the specifications and standards prescribed in this Schedule and at the timeof divestment of Right and Interests by the Concessionaire in terms of Article 17of the Concession Agreement it is sound, durable and in functional condition.3.3.2 The concessionaire shall maintain the Project Highway in traffic-worthy conditionand the Project‟s Facilities in usable condition throughout the Concession Periodor any extension thereof in terms of the Concession Agreement through regularmaintenance and preventive maintenance of the various items and elements ofthe Project Highway.3.3.3 The concessionaire shall maintain the existing 2 lane of the Project Highway duringconstruction of new lanes as per the requirement set out in clause 12.2 ofConcession Agreement3.3.4 The following publications can be referred for preparation of the said section II of“Maintenance Manual”MOST manual for maintenance of roadsIRC:SP-35, guidelines for Inspection and Maintenance of BridgesThe manufacturers Maintenance Manual(s) of the equipment includingthat of all Toll Collection system to be used in the Project HighwayOperation shall form part of the said O & M ManualAny other appropriate documents3.3.5 Routine MaintenanceIn order to ensure smooth and uninterrupted flow of traffic during normal operatingconditions for all 24 hours of a day, routine maintenance of the Project Facilities shallinclude but not be limited to:(i)Prompt repairs of Toll Plaza, concrete joints, drains, lane marking, signage;patching, raised beams, drain cleaning, repairing of signs, road marking, carryingout repairs to pavement crack by sealing; barricades, railing etc.MPRDC- Bhopal March, 2011

(ii)(iii)(iv)(v)(vi)(vii)Replacement of equipment/consumables, horticultural maintenance and repairsto equipment, pavements, elevated Highway, overpasses, bridges, structures andother civil works which are part of the Project/Project Facilities;Maintenance of the approach roads to overpasses and drainages within the Sitein accordance with Good Industry Practice;Keeping the Site/Project Facilities in a clean, tidy and orderly condition free oflitter and debris and taking all practical measures to prevent damage to theProject Facilities or any other property on or near the Site. Removing anddisposing of in accordance with all Applicable Laws and Applicable Permits, allrubbish, debris, etc. including any and all equipments, supplies, materials andwastes brought or produced by the Concessionaire on the Site;Undertaking maintenance works in accordance with the O & M Plan and O &M Manual;Preventing, with the assistance of concerned law enforcement agencies wherenecessary, any unauthorized entry to and exit from including any encroachmentson the ROW/Site;Taking all reasonable measures for the safety of all the workmen, material,supplies and equipment brought to the Site. Explosives, if any, shall be stored,transported and disposed of by the Concessionaire in accordance with ApplicableLaws/Applicable Permits.(viii) Maintenance of road furniture like KM post, Hectometer stones, ROW pillar etc.and attending to repairs to various parts of the road furniture and connectedservices as and when necessary, and replacement of irreparable items of work inresponsible period. At the end of the Concession Period, all road furniture shallbe handed over to MPRDC in neat, tidy and in usable and working order(ix)(x)(xi)For routine maintenance works, the Concessionaire shall generally follow theoperational and performance criteria specified in the respective IRC/MORT&Hstandards and specifications for each of the performance indictors covered underpavement condition survey, roughness and BBD deflections. Where such criteriaare not specified in the standards, the Concessionaire, for the purpose of routinemaintenance shall set forth such criteria as to conform to good internationalstandards and Good Industry Practice for sound pavement maintenance practicesin consultation with the Independent Engineer.The obligations of the Concessionaire in respect of Maintenance Requirementsshall include repair and rectification of the defects and deficiencies specified inAnnex-I of this Schedule-K within the time limit set for therein.All traffic signs and markings shall always be kept clear visible and in correctalignment and position.Repairs will be attended to elements of landscape as and when necessary andirreparable item replaced.3.3.6 Preventive MaintenanceMPRDC- Bhopal March, 2011

i) The Concessionaire shall regularly carry out the necessary preventivemaintenance activities for the Project Facilities to ensure adherence to theDesign Requirement and specifications as laid out in this schedule and Schedule„D; throughout the Concession Period.ii)Preventive Maintenance shall include the activities related to each element andthe system as a whole of the Project Highway to ensure that during theConcession Period, it is in sound, durable and functional conditions.3.3.7 Periodic Maintenance(i) Carriagewaya) Periodical Renewal shall be carried out so that surface roughness shall not exceed3000mm/km during the service life of pavement at any time, and in the last yearof concession period. Road marking as specified and other roadside features shallbe restored to meet the relevant standards to the satisfaction of the IndependentEngineer.b) The periodic maintenance activities shall also include profile corrective courseoverlaid with the periodic renewal of the wearing course of BC in min. 30mmthickness. The same shall be undertaken on all roads and pavements in theProject Facilities including on the truck lay-bays bus-bays and way sideAmenities – Service Area. The concessionaire may adopt cost effective treatmentlike Asphalt concrete, recycling, stone mastic, micro seal etc.c) The paved shoulders shall also be treated in similar manner as applicable to themainline traffic lanes.d) The periodic renewal shall result in improvement of the riding quality, meetingroad roughness value to the same level as was at the time of COD.e) The separator islands shall be maintained to the design cross sections standards.f) Road marking and other roadside features wherever required shall be restored tomeet the relevant standard specified.g) Any other repairs needed to the Project will be attended to(ii)Crash Barriers & Pedestrian Guard Detailsa) The crash barriers should require minimum maintenance except in case ofdamage due to impact.b) Concrete Posts and Steel Beam crash barriers will require repairs or replacementfrom low to medium impact damage caused by vehicles. Periodic painting willalso be required.(iii)Maintenance of Buildinga) The Concessionaire shall carry out regular and periodic inspection/maintenanceof all buildings related to the Project. This shall include cleaning, repairs andmaintenance of various parts of the building, services and Facilities in awholesome and hygienic condition at al time. This will involve replacement ofMPRDC- Bhopal March, 2011

irreparable items of worm, cleaning and disinfecting of the water supply system,inspection and maintenance of drainage/sanitation systems and Illumination andelectrical installations, landscaping, painting and shall be as per relevant clausesof NBC. Maintenance of pavement of parking lot with road marking shall becarried out.b) Maintenance of all furniture, furnishing items and equipment shall includeperiodic servicing, checking, replacement attending to all necessary repairs,replenishment of the consumables and other incidentals. Laboratory shall bemaintained and operated efficiently to carry out requisite Tests till end of theconcession period.3.3.7 Special RepairsDamages occurring due to natural calamities like heavy floods, sand storms, hurricanes,cyclones, earthquakes to any element or system of the Project road shall be rectified andthe Project Highway and Project Facilities restored to function as per programmeprepared in consultation with Independent Engineer. All such activities shall fall underthe Maintenance and shall form a part of the said Maintenance Manual.3.3.9 Minimum Maintenance Requirement3.3.9.1 Major Breaches in the RoadwayMajor breaches in the roadway of any type endanger safety of traffic and causeobstruction in movement of vehicles. These breaches shall be repaired urgently.Steps as mentioned in O & M manual shall be followed by the Concessionairefor repairing the breaches.The concessionaire shall ensure speedy restoration of traffic and take immediateaction to repair the damages as permanent measures for the Project road. Therestoration of traffic shall be made within 24 hours of its occurrence. Thepermanent measures shall be completed within a period one week.3.3.9.2 Minor cuts, ruts or blockageMinor cuts, ruts and damages on Project Road which do not completely obstructthe traffic but endanger the safety of traffic, shall be attended to on an urgentbasis. For this purpose any cut which is in width more than 1 m shall be repairedwithin 24 hrs. Any minor blockage, which partially obstructs the traffic andendangers safety, shall be removed by the concessionaire immediately.3.4 Maintenance Standards3.2.1 During Construction PeriodDuring Construction period, the Concessionaire shall maintain the existing 2 laneHighway in traffic worthy condition as specified under clause 12.2 of ConcessionAgreement.3.4.2 During Operation Period3.4.2.1 During Operations Period, all the road works and pavements contained in the ProjectFacilities (including those in the ancillary Facilities) shall be maintained in traffic-worthycondition as laid out in this Schedule „K‟ and any intervention requirement will becarried out within the time period prescribed in Annexure 1 of this Schedule „K‟.MPRDC- Bhopal March, 2011

3.4.2.2 The road roughness value shall be measured at least twice in a year by a properlycalibrated Vehicle mounted Bump Integrator(ROMDAS System) before the monsoon andsoon after the monsoon preferably in the months of April and October of every year. TheConcessionaire shall ensure that at no point during the Operations Period the roughness inthe road surface shall exceed 3000 mm/km and 1000 mm in any 200 m length.3.4.2.3 The structural condition of the flexible pavement of the Project Highway shall be assessedevery year by taking Benkelman Beam Deflections and working out characteristicdeflections of homogeneous sections of the Project Highway as per IRC-81 and accordinglydesign and execute overlay work as per Manual of Specification and Standards Schedule-D.In the case of cement concrete pavement, joints shall be thoroughly inspected every year andthe loss of sealing compounds made good.3.4.2.4 Bridges and Other Structures: The Concessionaire shall maintain and carry out requiredrepairs of the various elements of the structures in accordance with IRC-SP-35: 1990“Guidelines for the inspection and Maintenance of Bridges in consultation withIndependent Engineer.3.4.2.5 PavementPavement DistressMaintenance procedure for correcting distress in bituminous pavement shall includepatching, crack sealing, surface treatment and pot hole filling.CrackingCracking of bituminous pavements shall include all types of cracks such as hairline,alligator, longitudinal, transverse, shrinkage, reflective and edge cracking, linear andslippage etc. The minimum requirement and criteria for crack sealing shall be as under.i) If the width of the cracks is less than 3 mm and resulting into settlement of pavement up to 10mm in depth and exceeding in more than 1 sqm at a place, such cracking shall be sealed by fogsealing in accordance with the relevant clause of MORT&H Specification for Road & Bridgeworks (Fourth Revision) .ii) If the width of cracks is more than 3 mm and causing settlement of the pavement upto 10 mm and the area of cracked surface exceeds 0.5 sq.m at a place, such crackedsurface shall be repaired by slurry sealing in accordance with clause 516 ofSpecifications for Road & Bridge works (Fourth Revision) issued by MORT&H .iii) If the cracked portion has settled more than 10 mm and its area exceeds 0.5 sqm, such areas shallbe repaired by patching as per relevant clause of MORT&H Specification for Road & Bridgeworks (Fourth Revision). In case of alligator cracks, the permanent repair by full depth patching,shall be carried out. The slippage cracks shall be repaired by removing the affected bituminouslayer and replacing it with surface patch. In edge cracking, if shoulders are not providingadequate lateral support the shoulder shall be reconstructed with good quality material.RuttingIf the depth of rut exceeds 10 mm with a length of 10 m at a place in the wheel track ofpavement surface, the same shall be repaired by full depth patching.MPRDC- Bhopal March, 2011

Corrugations and ShovingIf corrugations and shoving in the pavement area exceeds 1 sq.m at a place anddepth/height of corrugation/shoving exceed 10 mm, the same shall be treated by fulldepth patching.Settlement of Grade DepressionsIf the settlements and grade depressions exceed 1 sqm in area and their depth is within10 mm, such defects shall be treated by skin/full depth patching.Upheaval or swellIf upheaval or swell exceeds 0.5 sq.m in area and its height is more than 10 mm suchdefects shall be treated as per relevant clause of MORT&H Specification for Road &Bridge works (Fourth Revision).RavelingIf the raveling of bituminous pavement exceeds 1 sq.m in area, slurry seal treatmentshall be applied in accordance with the relevant clause of MORT&H Specification forRoad & Bridge works (Fourth Revision).Pot holesIf the bowl shaped pot hole in the pavement exceeds 0.5 sqm in area and 10 mm indepth irrespective of the numbers existing on the pavement shall be repaired bypatching/pothole filling in accordance with the relevant clause of MORT&HSpecification for Road & Bridge works (Fourth Revision).Skid HazardsSkid hazards irrespective of size, shall be corrected by improving the surface drainageand skid resistance including cleaning the surface of contamination, surface treatmentsor milling or resurfacing.Bleeding or FlushingBleeding or flushing of the pavement irrespective of the area shall be repaired byapplication of hot sand.Longitudinal/ Transverse streakingIf the longitudinal and transverse streaking appears on the pavement surface in areaexceeding 5 sqm, the same shall be treated by application of new surface treatment orby a second treatment over the streak surface.If any defects other than those mentioned above occur on the pavement of the ProjectHighway, the same shall be rectified/corrected by the concessionaire as per directionslaid out in IRC:82-1982 or based on sound engineering practice.Periodic Maintenance of PavementThe concessionaire shall set forth in the Operations and maintenance Manual thedetailed procedures to be followed under each of these activities, and also choose theoperational and performance criteria from the IRC/MORT&H standards andspecifications for each of the performance indicators covered under pavementMPRDC- Bhopal March, 2011

condition survey, roughness and BBD deflection. Where such criteria is not specifiedin the standards, the concessionaire, for the purpose of periodic maintenance shall setforth such criteria so as to conform to international standards or sound pavementmaintenance practices in consultation with the independent Engineer for using themas criteria.Pavement Riding QualityThe riding quality of the pavement shall be ensured by satisfying the minimumrequirements given herein under:i) Surface roughness of the Project Highway on newly laid surface shall not exceed 1800mm/km as measured by Vehicle Mounted Bump Integrator (ROMDAS System).ii)Surface roughness shall not exceed 3000 mm/km and 1000 mm in any 200 mlength during the service life of the pavement at any time. A renewal coat of 30mm of bituminous concrete shall be laid after initial construction whenever theroughness value reaches 3000 mm/km to bring it to less than 1800 mm/km.Structural condition of the Pavementi. The structural condition of the flexible pavement of the Project Highway shall beassessed every year by taking Benkelman Beam Deflections and working outcharacteristic deflections of homogenous sections of the Project Highway as per IRC-81-1997. Wherever the characteristic deflection exceeds 0.8 mm a bituminous overlayshall be appropriately designed and provided according to Manual of Specification andStandards Schedule-D and IRC: 81-1997 including latest amendments to it. Thecharacteristic deflection at the end of concession period shall not exceed 0.5 mm.ii.In case of cement concrete pavement, joints shall be thoroughly inspected every yearand the loss of sealing compounds made good.3.4.2.6 ShouldersIf the shoulders are deformed or scoured and are lower than 25 mm from the adjacentcarriageway, these shall be corrected by excavation, filling, dressing and compacting amaterial matching the existing material and it shall conform to the relevant MORT&HSpecification requirement.For maintenance it shall be ensured that no earth is borrowed from roadside land. Allborrowing operation shall be as per I RC: 1 0-1961.3.4.2.7 Damaged Culverts/BridgesThe treatment for the damaged culverts/bridges shall be assessed at site afterascertaining the damaged portion as per site exigencies. The repair shall be carried outexpeditiously.3.4.2.8 Drainage/Side DrainsRoutine maintenance under this category shall cover pipe drainage system, slot drains,porous drains, gullies, catch-pits, open grills, ditches, side drains and median drainageetc.If the side drains/median drains where provided, and other drainage structures havebeen silted up in such a manner that it is causing obstruction in flow of water, the sameMPRDC- Bhopal March, 2011

shall be cleared of regularly in order to keep the drains free from obstructions all thetime.If the drainage system of Project Highway is covered and damaged, it obstructs theflow of water causing damage to the road pavement. Such damaged structures shall bereconstructed to required shape, size and proper slope.3.4.2.9 Cross Drainage WorksWhere the bed of a culvert gets silted up and causes obstruction in flow of water, thede-silting operation shall be done regularly. The scouring of piers and abutment ofbridges and culverts shall be observed carefully particularly before and after rainyseason and suitable remedial measures as deemed fit looking to site conditions shall betaken.If any settlement cracks are appearing in substructure and superstructure of the CDworks beyond permissible limits, the same shall be carefully observed and suitableremedial measures as per sound engineering practice taken.3.4.2.10 LandscapingTrees shall be maintained as per the guidelines in IRC: SP: 21 -1979 and noindiscriminate felling of trees shall be resorted. The felling of trees shall be undertaken inconsultation with the Independent Engineer and after obtaining due permission asapplicable.Maintenance operations include numbering and maintaining a register of all road sidetrees within the Right of way (ROW).The routine maintenance such as trimming and shaping shall cover hedges and treeswithin the control of concessionaire, which affect the performance of the ProjectHighway.Cutting or clearance to safeguard visibility at road bends, accesses and signsshall be carried out in such a way as to avoid permanent damage to hedges andtrees. Trees overhanging carriageways shall be trimmed to provide a minimumheadroom of 5.5 meters at all times; Headges shall be kept timed not to overhangcarriageways.Turfing hall be mown as to achieve a visual pattern in harmony with adjacentareas. Mowing shall be done regularly not to allow the height of turfing grassreach 150 mm.The O & M Manual shall include a maintenance and management plan for trees,shrubs, turfing and hedges to sustain their development in a manner pleasing inappearance.3.4.2.11 Maintenance of Traffic SignalsThe traffic signals shall be maintained at all times as per clause 18 of IRC:93-1985and shall be periodically inspected, maintained and repaired so as to be insatisfactory working condition all the time.MPRDC- Bhopal March, 2011

3.4.2.12 Lighting of Facilities(i) Maintenance of all lighting installations and related appurtenances shall be as perrelevant clauses of IS: 1944 (Part I-V).(ii) Lighting wherever provided shall be maintained by the Concessionaire in a conditionnearly similar to original condition.(iii) The faults shall be repaired instantly and lighting restored and missing and damageditems shall be replaced instantly.(iv) Cleaning shall be done at regular intervals to be mentioned in the Maintenance Manualto ensure that lighting is not below the specified standard.(v) All installations shall be safeguarded against weathering and ageing effect by repaintingand other preventive measures.(vi) The servicing of stand-by power generation units shall be carried out in accordance withthe manufacturer‟s instructions.3.4.2.13 Highway Signs and Road Markings(i) Traffic signs shall be kept clean to maintain their visibility and reflectivityunempirical due to dust etc. Any damage to traffic signs which reduces orthreatens to reduce full and clear visibility shall be rectified within twentyfour (24) hours of its occurrence. If they are used as base for posters, theposters shall be removed and the signs shall be cleaned within 24 hours.Signs shall be washed using detergent solution followed by clean water.(ii) Any part of traffic signs damaged due to weathering, corrosion, vandalismor any other cause shall be replaced by the Concessionaire as early aspossible and in any case within seven days.(iii) Any mandatory sign including those for traffic safety, damaged beyondrepair shall be replaced within 2 days and all other signs replaced within 3days.(iv) Appropriate devices for measuring the luminosity and reflectivity shall beused to check visibility and reflectivity of signs, delineators and markings.These shall be replaced by similar material if the reduction in the level ofthese two requirements falls below 50% of the original level.(v) Line marking with thermo-plastic paint on toll road shall be carried outsoon after any overlay/renewal coat is provided and in situation whenadequate reflectivity is lost under poor weather condition adequate wetreflectivity should be ensured.(vi) Raised Pavement marker 3M-Series 290 or equivalent using microprismatic Lens technology (confirming to ASTMD 4280 Type H) shall beprovided on the centre line of each carriageway enhancing road safety.3.4.2.14 Maintenance of Control Centre(i) There shall be periodic inspection and maintenance of the Control Centres. This shallinclude attending to repairs and maintenance (both regular and periodic) to various parts ofthe building and connected services and Facilities as and when necessary, and replacementof irreparable items of work.MPRDC- Bhopal March, 2011

ii) Clearing & disinfecting of the water supply system, inspection and maintenance ofdrainage/sanitation system and electrical installations shall be as per relevant clauses ofNBC.(iii) Maintenance of Emergency Telephone system including its equipment shall includeperiodic servicing, checking of the system; replacement of components, attending to allnecessary repairs and other incidentals to keep the system in working condition.(iv) All the vehicles shall be maintained in smooth running condition at all times. In theevent of any vehicle being of the road for maintenance or on account of breakdown,substitute vehicle shall be provided immediately.(v) At the end of the Concession period or the extended period thereof, Control Centretogether with all equipment in working order shall be handed over to MPRDC.3.4.2.15 Maintenance of Buildings(i) Maintenance of buildings shall include routine maintenance and attending to repairsto various parts of the building and connected services as and when necessary, andreplacement of irreparable items of the work, cleaning & disinfections of the watersupply systems, inspection and maintenance of drainage/sanitation systems andelectrical installations shall be as per relevant clauses of NBC.(ii) All the end of the concession period or the extended period thereof, all buildings shallbe in usable condition and handed over to MPRDC.3.4.2.16 Maintenance of Facilities for Road UsersThe concessionaire shall ensure that all the Facilities provided for Road Users of allcategories are kept in a neat, hygienic and tidy condition. Special attention shall begiven in preparation of food items so that they are cooked with unadulteratedingredients in a hygienic manner.4.0 Corridor Control Plansa) Regular 24 hours patrol/surveillance of the ROW in respect of the Project/ProjectFacilities shall be required to monitor, report and take actions against activities, suchas, encroachments, unauthorised construction of road or entrance connections,structures, interference with drainage system etc. within 150 m of the Highwaycorridor.b) Surveillance shall also include traffic operation and management of accidents/otherincidents.c) The Corridor Plan shall be developed in consultation with local administrativeauthorities and the Independent Engineer and shall form a part of the O & M Manual5.0 Inspections & FrequencyThe Concessionaire shall plan and carried out the inspection programme for the ProjectFacilities for its smooth operations as follows:5.1 Visual InspectionVisual Inspections are broad general inspections carry out frequently by Highway/ bridgemaintenance engineers having adequate knowledge of road structures. The purpose ofvisual inspection is to report the obstacles to traffic and fairly obvious deficiencies,which could lead to accidents or maintenance problems. Such inspections should beMPRDC- Bhopal March, 2011

frequent. The visual inspection may be carried out by visual assessment with carefulobservation of the specific object/item of the Project Facilities for identification and forquantification of the deficiencies or damages of the Project Facilities.5.2 Close InspectionClose inspections may be visual and/or by standard instrumental aids for assessment ofdefects / deficiencies of Project Highway with careful observation of specific element(s).The close inspection is more intensive and would require detailed examination ofelement of the Project Highway. It should cover all the aspects of the specific element ofProject Highway against a checklist. The frequency of close inspections would dependupon the type of defect or damage to Project Highway. This inspection is to be carriedout by the Highway/Bridge Engineer having good knowledge of road structures withtheoretical background to analyze the nature, and extent of defects/deficiencies, suggestsuitable remedial measures to rectify/remedy them and quantify repair work.5.3 Thorough InspectionA thorough inspection is comprehensive and detailed for assessment ofdefects/deficiencies of the Project Highway by visual inspection or with aid of standardequipment and non-destructive testing where necessary. Such an inspection is to becarried out on the basis of comprehensive checklist of items related to the materials,condition and situation of the structure etc. The checklist is to be prepared meticulouslywell in advance of this kind of inspection. The thorough inspection should be undertakenduring the critical weather condition, which is generally rainy season in India. Duringrainy season the Road /bridge structures are under severe condition thereby the damageand deficiencies of the Project Highway are more pronounced. The inspection carried outduring the said period offer to the Client critical evaluation of the performance of thestructure. The thorough inspections would be of critical importance for bridges, culvertsand drainage structures, as well as road pavements during adverse weather condition ofmonsoon period.5.4 Frequency of InspectionsThe type of inspection and related frequency of various items of Project Highway and itsFacilities have been indicated in the Table K-1 below. The -frequency of inspection canbe suitably revised in consultation with the Independent Engineer if the situation sowarrants. If the exigencies arise, the interval of inspection shall be reduced.MPRDC- Bhopal March, 2011

Table K-1Objective and Frequency of InspectionObject Item Daily Monthly Quarterly Before and after rainyseasonRiding Surface Pavement ♦ # •Expansion joints ♦ # •Median Kerb ♦ # •Side Slopes Shape ♦ # •Turfing ♦ •Pitching Masonry ♦ •Retaining Wall # •Drainage Side drain ♣ #Gullies and catch pits ♣ #Bridges a) Superstructure # •b) Substructure # •c) Head wing walls and aprons # •d) Painting •e) Hand rail # •Culverts•Safety Barrier ♣ # •Traffic operation Signs • •facilitiesMarking ♣ # # •Delineator ♣ # # •Lighting ♣ # •Other facilities Vegetation / ♣ # •landscaping/tollplaza/waysideamenitiesTraffic Conditions ♣ • #Encroachments ♣ •♦Visual inspection# Close inspection• Thorough inspection♣Visual inspection during rainy season onlyMPRDC- Bhopal March, 2011

6. Reporting RequirementsThe reporting and information that generally need to be provided by the Concessionaireare given below. The requirements given below are indicative of the type of informationto be provided. The format of such reports, recording requirements, software standardsand number of copies required would be finalized in consultation with the IndependentEngineer. All reports and records shall be in the English language.6.1 Inspection Reports and Remedial MeasuresThe periodicity of inspections for maintenance activities by the Concessionaire shall beset out in the O & M Manual and regular reports on the same shall be, sent to theIndependent Engineer. Where required, the Concessionaire shall carry out anymaintenance, repair or rehabilitation works found necessary as a result of suchinspections.6.2 Monthly O & M ReportDuring the Concession Period, within 5 days of the end of each calendar month or partthereof, the Concessionaire shall provide to the Client a monthly report (Monthly O & MReport) which shall contain the following minimum information:a) Inspections undertaken by the Concessionaire during the month and action takenproposed thereafter;b) Details of all reports submitted to the Independent Engineer during the monthc) O & M inspection compliance reportd) Maintenance activities undertaken during the month ended,e) Details of any Emergency and action takenThe format of the O & M Report would be finalized in consultation with theIndependent Engineer.7.0 Inventory(i) The Concessionaire shall maintain an inventory of all items comprised in the ProjectFacilities (the “inventory”), in a format to be developed in consultation with theIndependent Engineer.(ii) Throughout the Concession Period the Concessionaire shall keep the Inventoryupdated to take account of works carried out on and other changes made to theProject Facilities.(iii) A Copy of the Inventory shall be submitted by the Concessionaire to theIndependent Engineer within thirty (30) days of receipt of a request for the same.8.0 Abnormal Load Routing(i) The Concessionaire shall take all reasonable steps to facilitate the transit ofAbnormal Indivisible Loads along the Project Facilities.MPRDC- Bhopal March, 2011

(ii) The Concessionaire shall develop a procedure for handling Abnormal IndivisibleLoads in consultation with local authorities and the Independent Engineer.9.0 Equipment Belonging to Third PartiesThe concessionaire shall be responsible for the installation, operation, maintenance andremoval of any equipment belonging to third parties.10.0 Limit of MaintenanceThe concessionaire shall maintain the Project Highway, Site, Project Assets and ProjectFacilities on the Project Highway in working and orderly condition at all times duringthe Concession Period or any extension thereof.MPRDC- Bhopal March, 2011

Annex-I(Schedule-K)REPAIR/RECTIFICATION OF DEFECTS AND DEFICIndependentEngineerNCIndependent EngineerSThe Concessionaire shall repair and rectify the defects and deficienciesspecified in this Annex-I of Schedule-K within the time limit set forthhereinNature of defect or deficiencyTime limit forRepair/rectificationROADS(a)Carriageway and paved shoulders(i) Breach or blockade - Temporary restoration ofTraffic within 24 hours;permanent restorationwithin 15 days(ii) Roughness value exceeding 3000 - 180 daysmm in a stretch of 1km (as measuredby a standardized Vehicle mountedROMDAS system Roughometer/Bumpintegrator)(iii) Characteristic deflection as per - Every year after rainyIRC-81-1997season(ii) Pot holes - 48 hours(v) Cracking in more than 5% of road - 30 dayssurface in a stretch of 1 km(vi) Rutting 10mm in more than 2% of - 30 daysroad surface in a stretch of 1 km(Measured with 3 m straight edge)(vii) Bleeding/skidding - 7 days(a) Raveling/Stripping of bitumen - 15 daysSurface Exceeding 10 sq mMPRDC- Bhopal March, 2011

(ix) Damage to pavement edges - 15 daysexceeding 10 cm(x) Removal of debris - 6 hours(b)Hard/earth shoulders, side slopes, drains and culverts(i) Variation by more than 2% in - 30 daysprescribed slope of camber/cross fall(ii) Edge drop at shoulders exceeding - 7 days40 mm(iii) Variation by more than 15% - 30 daysin the prescribed side (embankment)slopes(iv) Rain cuts/gullies in slope - 7 days(v) Damage to or silting of culverts and - 7 daysSide drains during and immediatelyPreceding the rainy season(vi) Desilting of drains in - 48 hoursUrban/semi u urban areas(c)Road side furniture including road signs and pavement marking(i) Damage to shape or position; - 48 hourspoor visibility or loss of retro-reflectivity(d)Street Lighting and telecom (ATMS)(i) Any major failure of the System - 24 hours(ii) Faults and minor failures - 8 hours(e)Trees and plantation(i) Obstructions in a minimum - 24 hourshead-room of 5 m above carriagewayMPRDC- Bhopal March, 2011

or obstruction In visibility of road signs(ii) Deterioration in health of trees -Timely watering andbushesand treatment(iii) Replacement of trees and bushes - 90 daysiv) Removal of vegetation affecting - 15 dayssight line and road structures(f)Rest areas(i) Cleaning of toilets - Every 4 hours(ii) Defects in electrical, water and - 24 hourssanitary installations(f)Toll plaza[s](i) Failure of toll collection equipment or - 8 hourslighting(ii) Damage to toll plaza - 7 days(g)Other Project Facilities and Approach roads(i) Damage or deterioration in Approach - 15 daysRoads, [pedestrian Facilities, truckLay-bys, bus-bays, bus-shelters,Cattle crossings, Traffic Aid Posts,Medical Aid Posts and other works]BRIDGES(a)(i)Superstructure of bridgesCracks-Temporary measures - within 48 hoursPermanent measures - within 45 days(ii) Spelling/scaling - 15 daysMPRDC- Bhopal March, 2011

(b)Foundations of bridges(i) Scouring and/or cavitations - 15 days(c) Piers, abutments, return walls and wing walls of bridges(i) Cracks and damages including settlement - 30 daysand tilting(d)Bearings (metallic) of bridges(i) Deformation - 15 days(e)Joints in bridges(i) Loosening and malfunctioning of joints - 15 days(f)Other items relating to bridges(i) Deforming of pads in electrometric bearings- 7 days(ii)Gathering of dirt in bearings and joints;or clogging of spouts, weep holes and - 3 daysvent-holes(iii) Damage or deterioration in parapets - 3 daysside slopes of approaches(iv) Rain-cuts or erosion of banks of the - 15 daysside slopes of approaches(v) Damage to wearing coat - 15 days(vi) Damage or deterioration in approach - 30 daysslabs, pitching, apron, toes , floor orguide bunds(vii) Growth of vegetation affecting the - 15 daysstructure or obstructing the waterwayMPRDC- Bhopal March, 2011

SCHEDULE-O(See Clause 22.3.1)1 Traffic samplingTRAFFIC SAMPLINGThe MPRDC may, in its discretion and at its own cost, undertake traffic samplingpursuant to Clause 22.3 in order to determine the actual traffic on the ProjectHighway. Such traffic sampling shall be undertaken through the IndependentEngineer in the manner set forth below.2 Manual traffic countThe Independent Engineer shall employ the required number of enumerators whoshall count, classify and record all the vehicles as they pass by, and divide thesurvey into fixed time periods. The count stations shall be located near the TollPlaza[s] on a straight section of the road with good visibility. The survey shall beconducted continuously for a minimum of 24 (twenty four) hours and maximum of7(seven) days at a time. The count period shall be 15(fifteen) minutes with resultssummarized hourly.3 Automatic traffic countFor automatic traffic count to be conducted on intermittent (non-continuous)basis, the Independent Engineer shall use suitable and standardized equipment toclassify and record the range of vehicles passing through the Toll Plaza [s]. Forthis purpose, the counter shall be checked with at least 100 (one hundred)vehicles, including all major vehicle types, over arrange of speeds to ensure thatall vehicles are being counted and classified correctly.1. Variation between manual and automatic countAverage Daily Traffic (ADT) for each type of vehicle shall be determinedseparately by the aforesaid two methods and in the event that the number ofvehicles in any category, as counted by the manual method, varies by more than1% (one per cent) of the number of such vehicles as counted by the automaticmethod, the manual and automatic count of such category of vehicles shall berepeated and in the event of any discrepancy between the two counts in the secondenumeration, the average thereof shall be deemed to be the actual traffic. For theavoidance of doubt, it is expressly agreed that the MPRDC may, in consultationwith the Concessionaire adopt modified or alternative processes of trafficsampling for improving the reliability of such sampling.5. Average daily traffic will be arrived at the average of traffic on both the toll plazalocation counted on the basis of the method given in Clause 2,3, & 4 above.MPRDC- Bhopal March, 2011