Two Laning of Agra - Aligarh Section of NH 93 in The State of Uttar Pradesh

NATIONAL HIGHWAYS AUTHORITY OF INDIA
(Ministry of Road Transport & Highways)

Government of India
TWO LANING WITH PAVED SHOULDER OF AGRA-

ALIGARH SECTION OF NH-93 FROM KM 0.000 TO KM
79.000 IN THE STATE OF UTTAR PRADESH ON
DESIGN, BUILD, FINANCE, OPERATE AND
TRANSFER (DBFOT) BASIS
CONCESSION AGREEMENT
Between
NATIONAL HIGHWAYS AUTHORITY OF INDIA

G-5&6, Sector -10, Dwarka, New Delhi - 110 075
and
MIS Brij Bhoomi Expressway Pvt. Ltd.

A-608, Near Durga Park, Kamala Nagar Main Market,
Agra - 282005 (UP)
Concession Agreement
December 2010
Contents
I I
S.No. Particulars Page No.
From I TO
PART-I
Preliminary
Recitals 3
I
1. Definitions and Interpretation
I. I Definitions 4 6
1.2 Internretation
--r 7 7
1.3 Measurements and arithmetic conventions 7 8
1.4 Priority of agreements, clauses and schedules
I I - . 11
PART
I I
The Concession
2. Scope of the Project
1 I I
3. Grant of Concession
I
t 3.1 The Concession
- I
6.
I
Obligations of the AuthoriQ
I
I
I 6.1 Obligations of the Authority 1 19 1 19
6.2 Maintenance obligations prior to Appointed Date 1 20 1 20
9.1 Performance Security 27 27
9.2 Appropriation of Performance Security 27 27
9.3 Release of Performance Security
28 28
10 Right o f Way
18.1 Safety Requirements 1 58 1 58 6
18.2 Expenditure on Safety Requirements

I
I
58 I
I
58
Monitoring of Operation and Maintenance
19
19.1 Monthly status reports 59 59

19.2 Inspection 59 59
19.3 Tests 59 59
19.4 Remedial measures

59 59
L
19.5 Monthly Fee Statement 60 60
19.6 Reports of unusual occurrence
60 60
I I I
20 Traffic Regulation
&
20.1 Traffic regulation by the Concessionaire 61 61

20.2 Police assistance 61 61
20.3 Buildings for Traffic Aid Posts 61 61 .
I 1
21 Emergency Medical Aid .
21.1 Medical Aid Posts 62 62
21.2 Buildings for Medical Aid Posts 62 62
I I I
PART IV
I 1 I
Financial Covenants
~--
1
I
I
I
24 Financial Close
I I I
I 24.1 Financial Close 68 68
33.1 Audited accounts 86 86
33.2 Appointment o f auditors 86 86
33.3 Certification of claims by Statutory Auditors 87 87
33.4 Set-off 87 87
33.5 Dispute resolution
I 87 87
PART V I I
Force Majeure and Termination

34 Force Majeure
G Project Completion Schedule
1 Project Completion Schedule 333
2 Project Milestone-I 333
3 Project Milestone-I1 333
4 Project Milestone-I11 333
5 Scheduled Two-Laning Date 333
6 Extension of Period
334
I I
H Drawings
1 Drawings 335
2 Additional drawings 335
Annex-I: List of Drawings
336
I 1
I Tests
1 ' Schedule for Tests 337

2 Tests 337
3 Agency for conducting Tests 338
4 Completion/Provisional Certificate
338
I I
J Completion Certificate
1 Completion Certificate 339
2 ' Provisional Certificate
340
I I
K Maintenance Requirements
I Maintenance Requirements 34 1
2 Repairlrectification of defects and deficiencies 34 1
3 Other defects and deficiencies 341
4 Extension of time limit 341
5 Emergency repairslrestoration 342
6 Daily Inspection by the Concessionaire 342
7 Divestment Requirements 342
8 Display of Schedule K 342
- -
Annex-]: Repairlrectification of defects and deficiencies
343
I
L Safety Requirements
1 Guiding Principles 347

2 Obligations of the Concessionaire 347
3 Appointment of Safety Consultant 347
4 Safety measures during Development Period 348
5 Safety measures during Construction Period 349
6
- Safety measures during Operation Period 349
10 Dispute resolution 377 377
1I Miscella~ieousprovisions 378 378
ANNEXURES
10
Annexure VlIl
Annexure IX
Annexure X
Annexure XI
Extension of Bank Guarantee submitted by JMC
PI-oiects(India) Ltd.
NHAI Letter No. NHAIIUPI 1 1017i1/2009/NHDPP +I
IV A i A m 3 dated 04- 1 1-2010- Letter of Award
NHAI Letter No. NHAI/UP/I 1017/1/2009/NHDP
IV AlAA93 dated 06- 12-2010- ~ e t t eofr Award
JMC Projects (India) Ltd. Letter No. JMCiAgra-
437
II AligarW201013 17 dated 0811 112010-Letter o f ' 438

Acceptance
Annexure XI1 M!s Brijbhoomi Expressways Pvt. Ltd. Certificate of
12 Incorporation dated 06- 12-20 10 439
AnnexureXIII MIS Brijbhoomi Expressways Pvt. Ltd. -

13 Memorandum of Association and Articles of 440
Association dated 26- 1 1-2010
Annexure XIV MIS Brijbhoomi Expressways Pvt. Ltd. -Board
14 Resolution dated 08- 12-20 10 46 1
Annexure XV Legal Opinion from Legal Counsel of JMC Projects

15 (India) Ltd. - MIS JSA dated 13-12-2010 462
Annexure XVI W s JMC Projects (India) Ltd. - Letter dated 13- 12-
16 2010 466
Annexure XVII W s JMC Projects (India) Ltd. - Resolution of the

17 Management Committee of the Directors dated 16- 468
12-2010
Annexure X V l I I Mis Brijbhoorni Expressways Pvt. Ltd. - Letter of
18 introduction dated 2 1-12-201 0 469
Annexure XIX M/s JMC Projects (India) Ltd. - Letter dated 22-12-
19 2010 470
Part I
Preliminary
&F@ DELHI
A
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RAJESH KAUSHiK L
Dwarka. New
DELHI
A
S CONCESSION AGREEMENT
fl THIS AGREEMENT is entered into on this the .???.'??:day of December, 2010

BETWEEN
b
1 THE NATIONAL HIGHWAYS AUTHORITY OF INDIA, established
under the National Highways Authority of India Act 1988, represented by its Chairman
and having its principal offices at G-5 & 6, Sector 10, Dwarka, New Delhi-110075
# (hereinafter referred to as the "Authority" which expression shall. unless repugnant to
the context or meaning thereof, include its administraton. successors and assigns) of
1 One Part;
AND
i
2 BRIJBHOOMI EXPRESSWAY PRIVATE LIMITED, a company
incorporated under the provisions of the Companies Act, 1956 and having its registered
oflice at A-608, Near Durga Park, Kamala Nagar Main Market, Agra - 282005, Uttar
I Pradesh, (hereinafter referred to as the 'Toaassiooaire'' which expression shall,
unless repugnant to the coqtext or meaning thereof, include its successors and permitted
8 assigns and substitutes) of the Other Part.
61 WHEREAS:
(A) The Government of India had entrusted to the Authority the development,
B maintenance and management of certain sections of National Highways more
particularly National Highway No. 93 including the section from km 0.000 to
I km 79.000 (approx. 79km).
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.............................. .....................
oold to
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in favour of................... ......,.... .....
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Purpose...-..................................................
through................................................. q& k&$ -
RAJESH KAU 508
Distric Cou p%ip4.Qk
Dwarka, N
(B) The Authority had resolved to augment the existing road from km 0.000to
km 79.000(approximately 79km) on the Agra-Aligarh section of National
Highway No. 93 (hereinafter called the "NH-93") in the state of Uttar
Pradesh by Two-Laning with paved shoulder and thereof on design, build,
finance, operate and transfer ("DBFOT) basis in accordance with the terms
and conditions to be set forth in a concession agreement to be entered into.
(C) The Authority had accordingly invited proposals by its Request for
Qualification No. MORT&H/2009- 1O/PPP/RFQ/UP-6 dated 6.11.2009
(the "Request for Qualificationn or "RFQ) for short listing of bidders for
construction, operation and maintenance of the above referred section of
NH-93 on DBFOT basis and had shortlisted certain bidders including, inter
alia,the selected bidder comprising JMC Projects (India) Ltd.
(D) The Authority had prescribed the technical and commercial tenns and
conditions, and invited bids (the "Request for Proposals" or " R F P ) from
the bidders shortlisted pursuant to the RFQ for undertaking the Project.
(E) After evaluation of the bids received, the Authority had accepted the bid of
the JMC Projects (India) Ltd and issued its Letter of Award No.
NHAI/UP/llO17/1/2009/NHDP IVAIAA931 dated 4" November 20 10
(hereinafter called the "LOA") to JMC Projects (India) Ltd. requiring, inter
alia, the execution of this Concession Agreement within 45 (forty-five) days
of the date of issue thereof.
(F) The selected bidder has since promoted and incorporated the Concessionaire
as a limited liability company under the Companies Act 1956, and has
requested the Authority to accept the Concessionaire as the entity which
shall undertake and perform the obligations and exercise the rights of the
selected bidder under the LOA, including the obligation to enter into this
Concession Agreement pursuant to the LOA for executing the Project.
(G) By its letter dated 13" December 2010, the Concessionaire has also joined in
the said request of the selected bidder to the Authority to accept it as the
entity which shall undertake and perform the obligations and exercise the
rights of the selected bidder including the obligation to enter into this
Concession Agreement pursuant to the LOA. The Concessionaire has further
represented to the effect that it has been promoted by the selected bidder for
the purposes hereof.
(H) The Authority has agreed to the said request of the selected bidder and the
Concessionaire, and has accordingly agreed to enter into this Concession
Agreement with the Concessionaire for execution of the Project on DBFOT
basis, subject to and on the terms and conditions set forth hereinafter.
NOW, THEREFOW, in consideration of the foregoing and the respective

covenants and agreements set forth in this Concession Agreement, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound
hereby, the Parties agrecas follows:
Agra-Alrgnrh NH-93 Highway

ARTICLE 1
DEFINITIONS AND INTERPRETATION
1.1 Definitions
The words and expres'sio.ns beginning with capital letters and defined in this
Agreement (including those in Article 48) shall, unless the context otherwise
requires, have the meaning ascribed thereto herein, and the words and
expressions defined in the Schedules and used therein shall have the meaning
ascribed thereto in the Schedules.
1.2 Interpretation
1.2.1 In this Agreement, unless the context otherwise requires,
(a) references to any legislation or any provision thereof shall include

amendment or re-enactment or consolidation of such legislation or
any provision thereof so far as sukh amendment or re-enactment or
consolidation applies or is capable of applying to any transaction
entered into hereunder;
(b) references to laws of India or Indian law or regulation having the

force of law shall include the laws, acts, ordinances, rules,
regulations, bye laws or notifications which have the force of law in
the territory of India and as from time to time may be amended,
modified, supplemented, extended or re-enacted;
(c) references to a "person" and words denoting a natural person shall be

construed as a reference to any individual, firm, company,
corporation, society, trust, government, state or agency of a state or
any association or partnership (whether or not having separate legal
personality) of two or more of the above and shall include successors
and assigns;
(d) the table of contents, headings or sub-headings in this Agreement are

for convenience of reference only and shall not be used in, and shall
not affect, the construction or interpretation of this Agreement;
(e) the words "include" and "including" are to be construed without

limitation and shall be deemed to be followed by "without
limitationn or "but not limited to" whether or not they are followed
by such phrases;
(f) references to "construction" or "building* include, unless the

context otherwise requires, investigation, design, developing,
engineering, procurement, delivery, transportation, installation,
processing, fabrication, testing, commissioning and othE activities
incidental to the construction,-and "construct" or "buildn A
construed accordingly;
- L - .
4
Agra-Aligarh NH-93 Highway
(g) references to "development" include, unless the context otherwise
requires, construction, renovation, refurbishing, augmentation,
upgradation and other activities incidental thereto, and "develop"
shall be construed accordingly;
Q any reference to any period of time shall mean a reference to that

according to Indian Standard Time;
(i) any reference to day shall mean a reference to a calendar day;
(j) references to a "business day" shall be construed as a reference to a

day (other than a Sunday) on which banks in Delhi are generally open
for business;
(k) any reference to month shall mean a reference to a calendar month as

per the Gregorian calendar;
(1) references to any date, period or Project Milestone shall mean and
include such date, period or Project Milestone as may be extended
pursuant to this Agreement;
(m) any reference to any period commencing "from" a specified day or

date and "till" or "until" a specified day or date shall include both
such days or dates; provided that if the last day of any period
computed under this Agreement is not a business day, then the period
shall run until the end of the next business day;
(n) the words importing singular shall include plural and vice versa;
(0) references to any gender shall include the other and the neutral
gender;
(p) "lakh" means a hundred thousand (100,000) and "crore" means.ten

million (10,000,000);
(q) "indebtedness" shall be construed so as to include any obligation

(whether incurred as principal or surety) for the payment or
repayment of money, whether present or future, actual or contingent;
(r) references to the "winding-up", "dissolution", "insolvency", or

"reorganisation" of a company or corporation shall be construed so
as to include any equivalent or analogous proceedings under the law
of the jurisdiction in which such company or corporation is
incorporated or any jurisdiction in which such company or
corporation carries on business including the seeking of liquidation,
winding-up, reorganisation, dissolution, arrangement, protection or
relief of debtors;
(s) save and except as otherwise
Agra-Altgarh NK-93 Ktghway

reference, at any time, to any agreement, deed, instrument, licence or
document of any description shall be construed as reference to that
agreement, deed, instrument, licence or other document as amended,
varied, supplemented, modified or suspended at the time of such
reference; provided that this Sub-clause shall not operate so as to
increase liabilities or obligations of the Authority hereunder or
pursuant hereto in any manner whatsoever;
(t) any agreement, consent, approval, authorisation, notice,

communication, information or report required under or pursuant to
this Agreement from or by any Party or the Independent Engineer
shall be valid and effective only if it is in writing under the hand of a
duly authorised representative of such Party or the Independent
Engineer, as the case may be, in this behalf and not otherwise;
(u) the Schedules and Recitals to this Agreement form an integral part of
this Agreement and will be in full force and effect as though they
were expressly set out in the body of this Agreement;
(v) references to Recitals, Articles, Clauses, Sub-clauses or Schedules in

this Agreement shall, except where the context otherwise requires,
mean references to Recitals, Articles; Clauses, Sub-clauses and
Schedules of or to this Agreement, and references to a Paragraph
shall, subject to any contrary indication, be construed as a reference
to a Paragraph of this Agreement or of the Schedule in which such
reference appears;
(w) the damages payable by either Party to the other of them, as set forth
in this Agreement, whether on per diem basis or otherwise, are
mutually agreed genuine pre-estimated loss and damage likely to be
suffered and incurred by the Party entitled to receive the same and are
not by way of penalty (the "Damages"); and
(x) time shall be of the essence in the performance of the Parties'

respective obligations. If any time period specified herein is extended,
such extended time shall also be of the essence.
1.2.2 Unless expressly provided otherwise in this Agreement, any Documentation

required to be provided or furnished by the Concessionaire to the Authority
and/or the Independent Engineer shall be provided free of cost and in three
copies, and if the Authority and/or the Independent Engineer is required to
return any such Documentation with their comments and/or approval, they
shall be entitled to retain two copies thereof.
1.2.3 The rule of construction, if any, that a contract should be interpreted against
the parties responsible for the
apply.

16
7
1.2.4 Any word or expression used in this Agreement shall, unless otherwise
defined or construed in this Agreement, bear .its ordinary English meaning
and, for these purposes, the General Clauses Act 1897 shall not apply.
1.3 Measurements and arithmetic conventions
All measurements and calculations shall be in the metric system and

calculations done to 2 (two) decimal places, with the third digit of 5 (five) or
above being rounded up and below 5 (five) being rounded down.
1.4 Priority of agreements, clauses and schedules
1.4.1 This Agreement, and all other agreements and documents forming part of or
referred to in this agreement are to be taken as mutually explanatory and,
unless otherwise expressly provided elsewhere in this Agreement, the
priority of this Agreement and other documents and agreements forming part
hereof or referred to herein shall, in the event of any conflict between them,
be in the following order:
(a) this Agreement; and
(b) all other agreements and documents forming part hereof or referred to
herein;
i.e. the Agreement at (a) above shall prevail over the agreements and
documents at (b) above.
1.4.2 Subject to the provisions of Clause 1.4.1, in case of ambiguities or

discrepancies within this Agreement, the following shall apply:
(a) between two or more Clauses of this Agreement, the provisions of a

specific Clause relevant to the issue under consideration shall prevail
over those in other Clauses;
(b) between the Clauses of this Agreement and the Schedules, the
Clauses shall prevail and between Schedules and Annexes, the
Schedules shall prevail;
(c) between any two Schedules, the Schedule relevant to the issue shall
prevail;
(d) between the written description on the Drawings and the

Specifications and Standards, the latter shall prevail;
(e) between the dimension scaled from the Drawing and its specific
written dimension, the latter shall prevail; and
-
(f) between any value written in numerals and that in words,
shall prevail.
Part I1
The Concession
ARTICLE 2
SCOPE OF THE PROJECT
2.1 Scope of the Project

The scope of the Project (the "Scope of the Project") shall mean and
include, during the Concession Period:
(a) construction of the Project Highway on the Site set forth in Schedule-
A and as specified in Schedule-B together with provision of Project
Facilities as specified in Schedule-C, and in conformity with the
Specifications and Standards set forth in Schedule-D;
(b) operation and maintenance of the Project Highway in accordance

with the provisions of this Agreement; and
(c) performance and fblfilment of all other obligations of the

Concessionaire in accordance with the provisions of this Agrzeruzi.
and matters incidental thereto or necessary for the performance of any
or all of the obligations of the Concessionaire under this Agreement.

10
ARTICLE 3
GRANT OF CONCESSION
3.1 The Concession
3.1.1 Subject to and in accordance with the provisions of this Agreement, the
Applicable Laws and the Applicable Permits, the Authority hereby grants to
the Concessionaire the concession set forth herein including the exclusive
right, licence and authority to construct, operate and maintain the Project (the
"Concession") for a period of 15 (fifteen) years commencing from the
Appointed Date, and the Concessionaire hereby accepts the Concession and
agrees to implement the Project subject to and in accordance with the terms
and conditions set forth herein:
3.1.2 Subject to and in accordance with the provisions of this Agreement, the
Concession hereby granted shall oblige or entitle (as the case may be) the
Concessionaire to:
(a) Right of Way, access and licence to the Site for the purpose of and to
the extent conferred by the provisions of this Agreement;
(b) finance and construct the Project Highway;
(c) manage, operate and maintain the Project Highway and regulate the
use thereof by third parties;
(d) demand, collect and appropriate Fee from vehicles and Users liable
for payment of Fee for using the Project Highway or any part thereof
and refuse entry of any vehicle if the Fee due is not paid;
(e) perform and fulfil all of the Concessionaire's obligations under and in
accordance with this Agreement;
(f) bear and pay all costs, expenses and charges in connection with or
incidental to the performance of the obligations of the Concessionaire
under this Agreement; and
(g) neither assign, transfer or sublet or create any lien or Encumbrance on

this Agreement, or the Concession hereby granted or on the whole or
any part of the Project Highway nor transfer, lease or part possession
thereof, save and except as expressly permitted by this Agreement or
the Substitution Agreement.
Agro-Aligorh NH-93 Highwoy

ARTICLE 4
CONDITIONS PRECEDENT
A. 4.1 Conditions Precedent

4.1.1 Save and except as expressly provided in Articles 4, 9, 10,24,34,44 and 47,
or unless the context otherwise requires, the respective rights and obligations
of the Parties under this Agreement shall be subject to the satisfaction in full
of the conditions precedent specified in this Clause 4.1 (the "Conditions
Precedent").
4.1.2 The Concessionaire may, upon providing the Performance Security to the
Authority in accordance with Article 9, at any time after 90 (ninety) days
fiom the date of this Agreement or on an earlier day acceptable to the
Authority, by notice require the Authority to satisfy any or all of the
Conditions Precedent set forth in this Clause 4.1.2 within a period of 30
(thirty) days of the notice, or such longer period not exceeding 60 (sixty)
days as may be specified therein, and the Conditions Precedent required to be
satisfied by the Authority shall be deemed to have been hlfilled when the
Authority shall have:
(a) procured for the Concessionaire the Right of Way to the Site in
accordance with the provisions of Clause 10.3.1;
(b) procured approval of the Railway authorities in the form of a general

arrangement drawing that would enable the Concessionaire to
construct road overbridged underbridges at level crossings on the
Project Highway in accordance with the Specifications and Standards
and subject to the terms and conditions specified in such approval;
and
(c) procured all Applicable Permits relating to environmental protection

and conservation of the Site:
Provided that the Authority may fiom time to time by notice extend, for up to
an aggregate of 6 (six) months, the period for procuring the approval set
forth in Sub-clause (b) and/ or Sub-clause (c) above and in that event the land
to be covered by overbridges or the affected sections of the Project Highway,
as the case may be, shall be included in the Appendix referred to in Clause
10.3 and dealt with in accordance with the provisions thereof; and provided
hrther that upon procurement of such approval, the Concessionaire shall be
entitled to a period of 12 (twelve) months therefrom for completion of the
overbridges For the avoidance of doubt, the approval specified in Sub-
clauses (b) and (c) above shall cease to be a Condition Precedent upon the
extension of time under this Proviso.
-
4.1.3 The Conditions Precedent required to be satisfied by the
prior to the Appointed Date shall be deemed to have been
Concessionaire shall have:
.> - -
li
Agra-Alrgorh NH-93 H ~ g h w g y -
(a) provided Performance Security to the Authority;
(b) executed and procured execution of the Escrow Agreement;
(c) executed and procured execution of the Substitution Agreement;
(d) procured all the Applicable Permits specified in Schedule-E

unconditionally or if subject to conditions, then all such conditions
required to be hlfilled by the date specified therein shall have been
satisfied in full and such Applicable Permits are in full force and
effect;
(e) executed the Financing Agreements and delivered to the Authority 3

(three) true copies thereof, duly attested by a Director of the
Concessionaire;
(f) delivered to the Authority 3 (three) true copies of the Financial

Package and the Financial Model, duly attested by a Director of the
Concessionaire, along with 3 (three) soft copies of the Financial
Model in MS Excel version or any substitute thereof, which is
acceptable to the Senior Lenders;
(g) delivered to the Authority from the selected bidder confirmation, in

original, of the correctness of their representations and warranties
setforth in Sub clauses (k), (1) and (m) of clause 7.1 of this
Agreement; and
(h) delivered to the Authority a legal opinion from the legal counsel of
the Concessionaire with respect to the authority of the Concessionaire
to enter into this Agreement and the enforceability of the provisions
thereof:
Provided that upon request in writing by the Concessionaire, the Authority

may, in its discretion, waive any of the Conditions Precedent set forth in
this Clause 4.1.3. For the avoidance of doubt, the Authority may, in its sole
discretion, grant any waiver hereunder with such conditions as it may deem
fit.
4.1.4 Each Party shall make all reasonable endeavours to satisfy the Conditions
Precedent within the time stipulated and shall provide the other Party with
such reasonable cooperation as may be required to assist that Party in
satisfying the Conditions Precedent for which that Party is responsible.
4.1.5 The Parties shall notify each other in writing at least once a month on the
progress made in satisfying the Conditions Precedent. Each Party shall
promptly inform the other Party when any Condition Precedent for which it
is responsible has been satisfied.
Agra-Aligarh NH-93 Highwoy

4.2 Damages for delay by the Authority
In the event that (i) the Authority does not procure fulfilment of any or all of
the Conditions Precedent set forth in Clause 4.1.2 within the period specified
in respect thereof, and (ii) the delay has not occurred as a result of breach of
this Agreement by the Concessionaire or due to Force Majeure, the Authority
shall pay to the Concessionaire Damages in an amount calculated at the rate
of 0.1% (zero point one per cent) of the Performance Security for each day's
delay until the fulfilment of such Conditions Precedent, subject to a
maximum of 20% (twenty percent) of the Performance Security.
4.3 Damages for delay by the Concessionaire
In the event that (i) the Concessionaire does not procure fulfilment of any or
all of the Conditions Precedent set forth in Clause 4.1.3 within a period of
180 (one hundred and eighty) days from the date of this Agreement, and (ii)
the delay has not occurred as a result of failure to fulfil the obligations under
Clause 4.1.2 or other breach of this Agreement by the Authority, or due to
Force Majeure, the Concessionaire shall pay to the Authority Damages in an
amount calculated at the rate of 0.2% (zero point two per cent) of the
Performance Security for each day's delay until the fulfilment of such
Conditions Precedent, subject to a maximum of 20% (twenty percent) of the
Performance Security.

ARTICLE 5
OBLIGATIONS OF THE CONCESSIONAIRE
5.1 Obligations of the Concessionaire
5.1.1 Subject to and on the terms and conditions of this Agreement, the
Concessionaire shall, at its own cost and expense, procure finance for and
undertake the design, engineering, procurement, construction, operation and
maintenance of the Project Highway and observe, fulfil, comply with and
perform all its obligations set out in this Agreement or arising hereunder.
5.1.2 The Concessionaire shall comply with all Applicable Laws and Applicable
Permits (including renewals as required) in the performance of its obligations
under this Agreement.
5.1.3 Subject to the provisions of Clauses 5.1.1 and 5.1.2, the Concessionaire shall
discharge its obligations in accordance with Good Industry Practice and as a
reasonable and prudent person.
5.1.4 The Concessionaire shall, at its own cost and expense, in addition to and not
in derogation of its obligations elsewhere set out in this Agreement:
(a) make, or cause to be made, necessary applications to the relevant

Government Instrumentalities with such particulars and details as may
be required for obtaining Applicable Permits (other than those set forth
in Clause 4.1.2), and obtain and keep in force and effect such Applicable
Permits in conformity with the Applicable Laws;
(b) procure, as required, the appropriate proprietary rights, licences,

agreements and permissions for materials, methods, processes and
systems used or incorporated into the Project Highway;
(c) perform and fulfil its obligations under the Financing Agreements;
(d) make reasonable efforts to maintain harmony and good industrial

relations among the personnel employed by it or its Contractors in
connection with the performance of its obligations under this
Agreement;
(e) make reasonable efforts to facilitate the acquisition of land required for
the purposes of the Agreement;
(f) ensure and procure that its Contractors comply with all Applicable
Permits and Applicable Laws in the performance by them of any of the
Concessionaire's obligations under this Agreement;
(g) not do or omit to do any act, de$ or thing which may in any manner be
A
violative of any of the provisioni of this Agr
-.
Agra-Aligarh NH-93 Highway ..
(h) support, cooperate with and facilitate the Authority in the
implementation and operation of the Project in accordance with the
provisions of this Agreement; and
(i) transfer the Project Highway to the Authority upon Termination of this
Agreement, in accordance with the provisions thereof.
5.2 Obligations relating to Project Agreements
5.2.1 It is expressly agreed that the Concessionaire shall, at all times, be

responsible and liable for all its obligations under this Agreement
notwithstanding anything contained in the Project Agreements or any other
agreement, and no default under any Project Agreement or agreement shall
excuse the Concessionaire from its obligations or liability hereunder.
5.2.2 The Concessionaire shall submit to the Authority the drafts of all Project
Agreements, or any amendments or replacements thereto, for its review and
comments, and the Authority shall have the right but not the obligation to
undertake such review and provide its comments, if any, to the
Concessionaire within 15 (fifteen) days of the receipt of such drafts. Within 7
(seven) days of execution of any Project Agreement or amendment thereto,
the Concessionaire shall submit to the Authority a true copy thereof, duly
attested by a Director of the Concessionaire, for its record. For the avoidance
of doubt, it is agreed that the review and comments hereunder shall be
limited to ensuring compliance with the terms of this Agreement. It is further
agreed that no review andfor observation of the Authority andlor its failure to
review andlor convey its observations on any document shall relieve the
Concessionaire of its obligations and liabilities under this Agreement in any
manner nor shall the Authority be liable for the same in any manner
whatsoever.
5.2.3 The Concessionaire shall not make any addition, replacement or amendments
to any of the Financing Agreements without the prior written consent of the
Authority if such addition, replacement or amendment has, or may have, the
effect of imposing or increasing any financial liability or obligation on the
Authority, and in the event that any replacement or amendment is made
without such consent, the Concessionaire shall not enforce such replacement
or amendment nor permit enforcement thereof against the Authority. For the
avoidance of doubt, the Authority acknowledges and agrees that it shall not
unreasonably withhold its consent for restructuring or rescheduling of the
debt of the Concessionaire.
5.2.4 The Concessionaire shall procure that each of the Project Agreements
contains provisions that entitle the Authority to step into such agreement, in
its sole discretion, in substitution of the Concessionaire in the event of
Termination or Suspension (the UCovenant"). For the avoidance of doubt, it
is expressly agreed that in the event the Authority does not exercise such
rights of substitution within a period not exceeding 90 (ninety) days from the
Transfer Date, the Project Agreements shall be
force and effect on the Transfer Date without
Agm-Al~garhNH-93 HI&^ 15
Authority and the Covenant shall expressly provide for such eventuality. The
Concessionaire expressly agrees to include the Covenant in ali its Project
Agreements and undertakes that it shall, in respect of each of the Project
Agreements, procure and deliver to the Authority an acknowledgment and
undertaking, in a form acceptable to the Authority, from the counter
party(ies) of each of the Project Agreements, whereunder such counter
party(ies) shall acknowledge and accept the Covenant and undertake to be
bound by the same and not to seek any relief or remedy whatsoever from the
Authority in the event of Termination or Suspension.
5.2.5 Notwithstanding anything to the contrary contained in this Agreement, the

Concessionaire agrees and acknowledges that selection or replacement of an
O&M Contractor and execution of the O&M Contract shall be subject to the
prior approval of the Authority from national security and public interest
perspective, the decision of the Authority in this behalf being final,
conclusive and binding on the Concessionaire, and undertakes that it shall
not give effect to any such selection or contract without prior approval of the
Authority. For the avoidance of doubt, it is expressly agreed that approval of
the Authority hereunder shall be limited to national security and public
interest perspective, and the Authority shall endeavour to convey its decision
thereon expeditiously. It is also agreed that the Authority shall not be liable
in any manner on account of grant or otherwise of such approval and that
such approval or denial thereof shall not in any manner absolve the
Concessionaire or its Contractors from any liability or obligation under this
Agreement.
5.3 Obligations relating to Change in Ownership
5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership,
except with the prior approval of the Authority.

Concessionaire agrees and acknowledges that:
(i) all acquisitions of Equity by an acquirer, either by himself or with any

person acting in concert, directly or indirectly, including by transfer
of the direct or indirect legal or beneficial ownership or control of any
Equity, in aggregate of not less than 15% (fifteen per cent) of the total
Equity of the Concessionaire; or
(ii) acquisition of any control directly or indirectly of the Board of

Directors of the Concessionaire by any person either by himself or
together with any person or persons acting in concert with him
shall constitute a Change in Ownership requiring prior approval of the

- .
Authority from national security and public interest wrsmtive, the decrsion
of the Authority in this behalf being final, conclusive
Concessionaire, and undertakes that it shall not give
Agrc-Aligarh NH-93 Highway 16

acquisition of Equity or control of the Board of Directors of the
Concessionaire without such prior approval of the Authority. For the
avoidance of doubt, it is expressly agreed that approval of the Authority
hereunder shall be limited to national security and public interest perspective,
and the Authority shall endeavour to convey its decision thereon
expeditiously. It is also agreed that the Authority shall not be liable in any
manner on account of grant or otherwise of such approval and that such
approval or denial thereof shall not in any manner absolve the
Concessionaire from any liability or obligation under this Agreement.
For the purposes of this Clause 5.3.2:
(a) the expression "acquirer", "control" and ''person acting in concert"

shall have the meaning ascribed thereto in the Securities and
Exchange Board of India (Substantial Acquisition of Shares and
Takeover) Regulations, 1997 or any statutory re-enactment thereof as
in force as on the date of acquisition of Equity, or the control of the
Board of Directors, as the case may be, of the Concessionaire;
(b) the indirect transfer or control of legal or beneficial ownership of

Equity shall mean transfer of the direct or indirect beneficial
ownership or control of any company or companies whether in India
or abroad which results in the acquirer acquiring control over the
shares or voting rights of shares of the Concessionaire; and
(c) power to appoint, whether by contract or by virtue of control or

acquisition of shares of any company holding directly or through one
or more companies (whether situate in India or abroad) the Equity of
the Concessionaire, not less than half of the directors on the Board of
Directors of the Concessionaire or of any company, directly or
indirectly whether situate in India or abroad, having ultimate control
of not less than 15% (fifteen per cent) of the Equity of the
Concessionaire shall constitute acquisition of control, directly or
indirectly, of the Board of Directors of the Concessionaire.
5.4 Employment of foreign nationals
The Concessionaire acknowledges, agrees and undertakes that employment

of foreign personnel by the Concessionaire andlor its contractors and their
sub-contractors shall be subject to grant of requisite regulatory permits and
approvals including employment/residential visas and work permits, if any
required, and the obligation to apply for and obtain the same shall and will
always be of the Concessionaire and, notwithstanding anything to the
contrary contained in this Agreement, rehsal of or inability to obtain any
such permits and approvals by the Concessionaire or any of its contractors or
sub-contractors shall not constitute Force Majeure Event, and shall not in any
manner excuse the Concessionaire from the performance and discharge of its
obligations and liabilities under this Agreement.
5.5 Employment of trained personnel
The Concessionaire shall ensure that the personnel engaged by it in the

performance of its obligations under this Agreement are at all times properly
trained for their respective functions.
5.6 Sole purpose of the Concessibnaire
The Concessionaire having been set up for the sole purpose of exercising the
rights and observing and performing its obligations and liabilities under this
Agreement, the Concessionaire or any of its subsidiaries shall not, except
with the previous written consent of the Authority, be or become directly or
indirectly engaged, concerned or interested in any business other than as
envisaged herein.
5.7 Branding of Project Highway
The Project Highway or any part thereof shall not be branded in any manner
to advertise, display or reflect the name or identity of the Concessionaire or
its shareholders. The Concessionaire undertakes that it shall not, in any
manner, use the name or entity of the Project Highway to advertise or display
its own identity, brand equity or business interests, including those of its
shareholders, save and except as may be necessary in the normal course of
business. For the avoidance of doubt, it is agreed that the Concessionaire
may display its own name at a spot where other public notices are displayed
for the Users. It is further agreed that the Project Highway shall be known,
promoted, displayed and advertised by the name of Agra-Aligarh Highway.
5.8 Facilities for physically challenged and elderly persons
The Concessionaire shall, in conformity with the guidelines issued from time
to time by the Ministry of Social Justice and Empowerment, or a substitute
thereof, procure a barrier free environment for the physically or visually
challenged and for elderly persons using the Project Highway.
ARTICLE 6
OBLIGATIONS OF THE AUTHORITY
6.1 Obligations of the Authority
6.1.1 The Authority shall, at its own cost and expense undertake, comply with and
perform all its obligations set out in this Agreement or arising hereunder.
6.1.2 The Authority agrees to provide support to the Concessionaire and

undertakes to observe, comply with and perform, subject to and in
accordance with the provisions of this Agreement and the Applicable Laws,
the following:
(a) upon written request from the Concessionaire, and subject to the
Concessionaire complying with Applicable Laws, provide reasonable
support and assistance to the Concessionaire in procuring Applicable
Permits required from any Govenunent Instnunentality for
implementation and operation of the Project;
(b) upon written request from the Concessionaire, provide reasonable

assistance to the Concessionaire in obtaining access to all necessary
infrastructure facilities and utilities, including water and electricity at
rates and on terms no less favourable to the Concessionaire than
those generally available to commercial customers receiving
substantially equivalent services;
(c) procure that no barriers are erected or placed on or about the Project
Highway by any Government Instrumentality or persons claiming
through or under it, except for reasons of Emergency, national
security, law and order or collection of inter-state taxes;
(d) make best endeavours to procure that no local Tax, toll or charge is
levied or imposed on the use of whole or any part of the Project
Highway;
(e) subject to and in accordance with the Applicable Laws, grant to the
Concessionaire the authority to regulate traffic on the Project
Highway;
(f) assist the Concessionaire in procuring police assistance for regulation

of traffic, removal of trespassers and security on or at the Project
Highway;
(g) not do or omit to do any act, deed or thing which may in any manner
be violative of any of the provisions of this Agreement;
(h) support, cooperate with and facilitate the Concessionaire in the

implementation and operation of the Project in accordance with the
provisions of this Agreement; and
19
(i) upon written request from the Concessionaire and subject to the
provisions of Clause 5.4, provide reasonable assistance to the
Concessionaire and any expatriate personnel of the Concessionaire or
its Contractors to obtain applicable visas and work permits for the
purposes of discharge by the Concessionaire or its Contractors their
obligations under this Agreement and the Project Agreements.
6.2 Maintenance obligations prior to Appointed Date
During the Development Period, the Authority shall maintain the Project
Highway, at its own cost and expense, so that its traffic worthiness and
safety are at no time materially inferior as compared to its condition 7
(seven) days prior to the last date for submission of the Bid, and in the event
of any material deterioration or damage other than normal wear and tear,
undertake repair thereof, or pay to the Concessionaire the cost and expense,
as determined by the Independent Engineer, for undertaking such repair after
the Appointed Date. For the avoidance of doubt, the Authority shall
undertake only routine maintenance during the Development Period, and it
shall undertake special repairs only for ensuring safe operation of the Project
Highway, or in the event of excessive deterioration or damage caused due to
unforeseen events such as floods or torrential rain.
6.3 Obligations relating to Competing Roads
The Authority shall procure that during the subsistence of this Agreement,
neither the Authority nor any Govenunent Instrumentality shall, at any time
before the 10th (tenth) anniversary of the Appointed Date, construct or cause
to be constructed any Competing Road; provided that the restriction herein
shall not apply if the average traffic on the Project Highway in any year
exceeds 90% (ninety percent) of its designed capacity specified in Clause
29.2.3. Upon breach of its obligations hereunder, the Authority shall be
liable to payment of compensation to the Concessionaire under and in
accordance with Clause 35.4, and such compensation shall be the sole
remedy of the Concessionaire.
Agra-Aligarh NU-93 Highway

ARTICLE 7
REPRESENTATIONS AND WARRANTIES
7.1 Representations and warranties of the Concessionaire
The Concessionaire represents and warrants to the Authority that:
(a) it is duly organised and validly existing under the laws of India, and
has 1 1 1 power and authority to execute and perform its obligations
under this Agreement and to carry out the transactions contemplated
hereby;
(b) it has taken all necessary corporate and other actions under
Applicable Laws to authorise the execution and delivery of this
Agreement and to validly exercise its rights and perform its
obligations under this Agreement;
(c) it has the financial standing and capacity to undertake the Project in
accordance with the terms of this Agreement;
(d) this Agreement constitutes its legal, valid and binding obligation,
enforceable against it in accordance with the terms hereof, and its
obligations under this Agreement will be legally valid, binding and
enforceable obligations against it in accordance with the terms
hereof;
(e) it is subject to the laws of India, and hereby expressly and irrevocably
waives any immunity in any jurisdiction in respect of this Agreement
or matters arising thereunder including any obligation, liability or
responsibility hereunder;
(0 the information furnished in the Bid and as updated on or before the

date of this Agreement is true and accurate in all respects as on the
date of this Agreement;
(g) the execution, delivery and performance of this Agreement will not
conflict with, result in the breach of, constitute a default under, or
accelerate performance required by any of the terms of its
Memorandum and Articles of Association or any Applicable Laws or
any covenant, contract, agreement, arrangement, understanding,
decree or order to which it is a party or by which it or any of its
properties or assets is bound or affected;
(h) there are no actions, suits, proceedings, or investigations pending or,

to its knowledge, threatened against it at law or in equity before any
court or before any other judicial, quasi-judicial or other authority,
the outcome of which may result in the breach of this Agreement or
which individually or in the aggregate may result in any material
impairment of its ability to perform any of it
Agreement;
Agm-Aligarh NH-93 Highway . - .

2t
(i) it has no knowledge of any violation or default with respect to any
order, writ, injunction or decree of any court or any legally binding
order of any Government Instrumentality which may result in any
material adverse effect on its ability to perform its obligations under
this Agreement and no fact or circumstance exists which may give
rise to such proceedings that would adversely affect the performance
of its obligations under this Agreement;
(i) it has complied with Applicable Laws in all material respects and has
not been subject to any fines, penalties, injunctive relief or any other
civil or criminal liabilities which in the aggregate have or may have a
material adverse effect on its ability to perform its obligations under
this Agreement;
(k) it shall at no time undertake or permit any Change in Ownership

except in accordance with the provisions of Clause 5.3 and that the
selected bidder, together with its Associates, hold not less than 51%
(fifty-one percent) of its issued and paid up Equity as on the date of
this Agreement;
Provided further that any, such request made under Article 7.l(k) and
/ or Article 48, at the. option of the authority, may be required to be
accompanied by a suitable no objection letter from lenders,
(I) the selected bidder and its Associates have the financial standing and
resources to fund the required Equity and to raise the debt necessary
for undertaking and implementing the Project in accordance with this
Agreement;
(m) the selected bidder is duly organised and validly existing under the
laws of the jurisdiction of its incorporation, and has requested the
Authority to enter into this Agreement with the Concessionaire
pursuant to the Letter of Award, and has agreed to and
unconditionally accepted the terms and conditions set forth in this
Agreement;
(n) all its rights and interests in the Project Highway shall pass to and
vest in the Authority on the Transfer Date free and clear of all liens,
claims and Encumbrances, without any further act or deed on its part
or that of the Authority, and that none of the Project Assets shall be
acquired by it, subject to any agreement under which a security
interest or other lien or Encumbrance is retained by any person, save
and except as expressly provided in this Agreement;
(0) no representation or warranty by it contained herein or in any other

document h i s h e d by it to the Authority or to any Govenunent
Instrumentality in relation to Applicable Permits contains or will
contain any untrue or misleading statement of material fact or omits
or will omit to state a material fact necessary to make such
representation or warranty not misleading;
Agra-Aligarh NH-93 Highway -

22
*
@) no sums, in cash or kind, have been paid or will be paid, by it or on
its behalf, to any person by way of fees, commission or otherwise for
securing the Concession or entering into this Agreement or for
influencing or attempting to influence any offlcer or employee of the
Authority in connection therewith; and
(q) all information provided by the selected bidder members in response

to the Request for Qualification and Request for Proposals or
otherwise, is to the best of its knowledge and belief, true and accurate
in all material respects.
7.2 Representations and warranties of the Authority
The Authority represents and warrants to the Concessionaire that:
(a) it has full power and authority to execute, deliver and perform its
obligations under this Agreement and to carry out the transactions
contemplated herein and that it has taken all actions necessary to
execute this Agreement, exercise its rights and perform its
obligations, under this Agreement;
(b) it has taken all necessary actions under the Applicable Laws to
authorise the execution, delivery and performance of this Agreement;
(c) it has the financial standing and capacity to perform its obligations
under this Agreement;
(d) this Agreement constitutes a legal, valid and binding obligation

enforceable against it in accordance with the terms hereof;
(e) it has no knowledge of any violation or default with respect to any

order, writ, injunction or any decree of any court or any legally
binding order of any Government Instrumentality which may result in
any material adverse effect on the Authority's ability to perform its
obligations under this Agreement;
(f) it has complied with Applicable Laws in all material respects;
(g) it has the right, power and authority to manage and operate the
Project Highway up to the Appointed Date; and
(h) it has good and valid right to the Site, and has power and authority to
grant a licence in respect thereto to the Concessionaire.
7.3 Disclosure
In the event that any occurrence or circumstance comes to the attention of

either Party that renders any of its aforesaid representations or warranties
untrue or incorrect, such Party shall immediately notify the other Party of the
same. Such notification shall not have the effect of remedying
- - any breach of
the representation or warranty that has been found
A p - A l r g a r h NH-93 H~ghwny
- . 23
nor shall it adversely affect or waive any right, remedy or obligation of either
Party under this Agreement.
ARTICLE 8
DISCLAIMER
8.1 Disclaimer
- 8.1.1 The Concessionaire acknowledges that prior to the execution of this

Agreement, the Concessionaire has, after a complete and careful
examination, made an independent evaluation of the Request for
Qualification, Request for Proposals, Scope of the Project, Specifications and
Standards, Site, existing structures, local conditions, physical qualities of
ground, subsoil and geology, traffic volumes and all information provided by
the Authority or obtained, procured or gathered otherwise, and has
determined to its satisfaction the accuracy or otherwise thereof and the
nature and extent of difficulties, risks and hazards as are likely to arise or
may be faced by it in the course of performance of its obligations hereunder.
The Authority makes no representation whatsoever, express, implicit or
otherwise, regarding the accuracy, adequacy, correctness, reliability and/or
completeness of any assessment, assumptions, statement or information
provided by it and the Concessionaire confirms that it shall have no claim
whatsoever against the Authority in this regard.
8.1.2 The Concessionaire acknowledges and' hereby accepts the risk of

inadequacy, mistake or error in or relating to any of the matters set forth in
Clause 8.1.1 above and hereby acknowledges and agrees that the Authority
shall not be liable for the same in any manner whatsoever to the
Concessionaire, Associates or any person claiming through or under any of
them.
8.1.3 The Parties agree that any mistake or error in or relating to any of the matters
set forth in Clause 8.1.1 above shall not vitiate this Agreement, or render it
voidable.
8.1.4 In the event that either Party becomes aware of any mistake or error relating
to any of the matters set forth in Clause 8.1.1 above, that Party shall
immediately notify the other Party, specifying the mistake or error; provided,
however, that a failure on part of the Authority to give any notice pursuant to
this Clause 8.1.4 shall not prejudice the disclaimer of the Authority
contained in Clause 8.1.1 and shall not in any manner shift to the Authority
any risks assumed by the Concessionaire pursuant to this Agreement.
8.1.5 Except as otherwise provided in this Agreement, all risks relating to the
Project shall be borne by the Concessionaire and the Authority shall not be
liable in any manner for such risks or the consequences thereof.

fart III
Development and Operations
Agm-Aligarh NH-93 Highway

ARTICLE 9
PERFORMANCE SECURITY
9.1 Performance Security
9.1.1 The Concessionaire shall, for. the performance of its obligations hereunder
during the Construction Period, provide to the Authority no later than 180
(one hundred and eighty) days from the date of this Agreement, an
irrevocable and unconditional guarantee from a Bank for a sum equivalent to
Rs. 12.50 crore (Rupees twelve crores and fifty lakhs only) in the form set
forth in Schedule-F (the "Performance Security"). Until such time the
Performance Security is provided by the Concessionaire pursuant hereto and
the same comes into effect, the Bid Security shall remain in force and effect,
and upon such provision of the Performance Security pursuant hereto, the
Authority shall release the Bid Security to the Concessionaire.
9.1.2 Notwithstanding anything to the contrary contained in this Agreement, in the

event Performance Security is not provided by the Concessionaire within a
period of 180 (one hundred and eighty) days from the date of this
Agreement, the Authority may encash the Bid Security and appropriate the
proceeds thereof as Damages, and thereupon all rights, privileges, claims and
entitlements of the Concessionaire under or arising out of this Agreement
shall be deemed to have been waived by, and to have ceased with the
concurrence of the Concessionaire, and this Agreement shall be deemed to
have been terminated by mutual agreement of the Parties.
9.2 Appropriation of Performance Security
Upon occurrence of a Concessionaire Default or failure to meet any

Condition Precedent, the Authority shall, without prejudice to its other rights
and remedies hereunder or in law, be entitled to encash and appropriate the
relevant amounts from the Performance Security as Damages for such
Concessionaire Default or failure to meet any Condition Precedent. Upon
such encashment and appropriation from the Performance Security, the
Concessionaire shall, within 30 (thirty) days thereof, replenish, in case of
partial appropriation, to its original level the Performance Security, and in
case of appropriation of the entire Performance Security provide a fresh
Performance Security, as the case may be, and the Concessionaire shall,
within the time so granted, replenish or furnish fresh Performance Security
as aforesaid failing which the Authority shall be entitled to terminate this
Agreement in accordance with Article 37. Upon replenishment or furnishing
of a fresh Performance Security, as the case may be, as aforesaid, the
Concessionaire shall be entitled to an additional Cure Period of 90 (ninety)
days for remedying the Concessionaire Default or to meet any Condition
Precedent, and in the event of the Concessionaire not curing its default or
meeting such Condition Precedent within such Cure Period, the Authority
shall be entitled to encash and appropriate such Performance Security as
Damages, and to terminate this Agreement in accordance with Article 37.

93 Rektlse of Performance Security
The Performance Security shall remain in force and effect for a period of one
year from the Appointed Date, but shall be released earlier upon the
Concessionaire expending on Project construction an aggregate sum that is
not less than 20% (twenty per cent) of the Total Project Cost; provided,
however, that the Performance Security shall not be released if the
Concessionaire is in breach of this Agreement. Upon request made by the
Concessionaire for release of the Performance Security along with the
particulars which establish satisfaction of the requirements specified under
this Clause 9.3, the Authority shall release the Performance Security
forthwith.

ARTICLE 10
RIGHT OF WAY
10.1 The Site

The site of the Project Highway shall comprise the real estate described in
Schedule-A and in respect of which the Right of Way shall be provided and
grantid by the Authority to the Concessionaire as a licensee under and in
accordance with this Agreement (the "Site"). For the avoidance of doubt, it
is hereby acknowledged and agreed that references to, the Site shall be
construed as references to the real estate required for Two-Laning with
paved shoulder of the Project Highway as set forth in Schedule-A,
10.2 Licence, Access and Right of Way
10.2.1 The Authority hereby grants to the Concessionaire access to the Site for
carrying out any surveys, investigations and soil tests that the Concessionaire
may deem necessary during the Development Period, it being expressly
agreed and understood that the Authority shall have no liability whatsoever
in respect of survey, investigations and tests carried out or work undertaken
by the Concessionaire on or about the Site pursuant hereto in the event of
Termination or otherwise.
10.2.2 In consideration of the Concession Fee, this Agreement and the covenants
and warranties on the part of the Concessionaire herein contained, the
Authority, in accordance with the terms and conditions set forth herein,
hereby grants to the Concessionaire, commencing from the Appointed Date,
leave and licence rights in respect of all the land (along with any buildings,
constructions or immovable assets, if any, thereon) comprising the Site
which is described, delineated and shown in Schedule-A hereto (the
"Licensed Premises"), on an "as is where is" basis, free of any
Encumbrances, to develop, operate and maintain the said Licensed Premises,
together with all and singular rights, liberties, privileges, easements and
appurtenances whatsoever to the said Licensed Premises, hereditaments or
premises or any part thereof belonging to or in any way appurtenant thereto
or enjoyed therewith, for the duration of the Concession Period and, for the
purposes permitted under this Agreement, and for no other purpose
whatsoever.
10.2.3 The licence, access and right of way granted by this Agreement to the
Concessionaire shall always be subject to existing rights of way and the
Concessionaire shall perform its obligations in a manner that at least 5.5 m
width of the Project Highway or an alternative thereof are open to traffic at
all times during the Construction Period.
10.2.4 It is expressly agreed that the licence granted hereunder shall terminate
automatically and forthwith, without the need for any action to be taken by
the Authority to terminate the licence, upon the Termination of this
Agreement for any reason whatsoever. For the avoidance of doubt, the
Parties expressly agree that notwithstanding an

29
structures erected on the Site by the Concessionaire or its sub-licensees, the
licence in respect of the Site shall automatically terminate, without any
further act of the Parties, upon Termination of this Agreement.
10.2.5 The Concessionaire hereby irrevocably appoints the Authority (or its
nominee) to be its true and l a h l attorney, to execute and sign in the name
of the Concessionaire a transfer or surrender of the licence granted hereunder
at any time after the Concession Period has expired or has been terminated
earlier in terns hereof, a sufficient proof of which will be the declaration of
any duly authorised officer of the Authority, and the Concessionaire consents
to it being registered for this purpose.
10.2.6 It is expressly agreed that trees on the Site are property of the Authority
except that the Concessionaire shall be entitled to exercise usufructory rights
thereon during the Concession Period.
10.3 Procurement of the Site
10.3.1 Pursuant to the notice specified in Clause 4.1.2, the Authority Representative
and the Concessionaire shall, on a mutually agreed date and time, inspect the
Site and prepare a memorandum containing an inventory of the Site
including the vacant and unencumbered land, buildings, structures, road
works, trees and any other immovable property on or attached to the Site.
Such memorandum shall have appended thereto an appendix (the
"Appendix") specifying in reasonable detail those parts of the Site to which
vacant access and Right of Way has not been granted to the Concessionaire.
Signing of the memorandum, in two counterparts (each of which shall
constitute an original), by the authorised representatives of the Parties shall,
subject to the provisions of Clause 10.2.2, be deemed to constitute a valid
licence and Right of Way to the Concessionaire for free and unrestricted use
and development of the vacant and unencumbered Site during the
Concession Period under and in accordance with the provisions of this
Agreement and for no other purpose whatsoever. For the avoidance of doubt,
it is agreed that valid licence and Right of Way with respect to the parts of
the Site as set forth in the Appendix shall be deemed to have been granted to
the Concessionaire upon vacant access thereto being provided by the
Authority to the Concessionaire.
10.3.2 Without prejudice to the provisions of Clause 10.3.1, the Parties hereto agree
that on or prior to the Appointed Date, the Authority shall have granted
vacant access and Right of Way such that the Appendix shall not include
more than 20% (twenty per cent) of the total area of the Site required and
necessary for the Two-Lane with paved shoulder Project Highway, and in the
event Financial Close is delayed solely on account of delay in grant of such
vacant access and Right of Way, the Authority shall be liable to payment of
Damages under and in accordance with the provisions of Clause 4.2.
10.3.3 On and after signing the memorandum referred to in Clause 10.3.1, and until
the Transfer Date, the Concessionaire shall maintain a round-the-clock vigil
over the Site and shall ensure and
takes place, and in the event of any
Agm-Aligarh NH-93 H~gbvaj - 30

thereof, the Concessionaire shall report such encroachment or occupation
forthwith to the Authority and undertake its removal at its cost and expenses.
10.3.4 The Authority shall make best efforts to procure and grant, no later than 90
(ninety) days from the Appointed Date, the Right of Way to the
Concessionaire in respect of all land included in the Appendix, and in the
event of delay for any reason other than Force Majeure or breach of this
Agreement by the Concessionaire, it shall pay to the Concessionaire
Damages in a sum calculated at the rate of Rs. 50 (Rupees fifty) per day for
every 1,000 (one thousand) square metres or part thereof, commencing from
the 91st (ninety first) day of the Appointed Date and until such Right of Way
is procured.
10.3.5 Upon receiving Right of Way in respect of any land included in the
Appendix, the Concessionaire shall complete the Construction Works
thereon within a reasonable period to be determined by the Independent
Engineer in accordance with Good Industry Practice; provided that the issue
of Provisional Certificate shall not be affected or delayed on account of
vacant access to any part of the Site not being granted to the Concessionaire
or any construction on such part of the Site remaining incomplete on the date
of Tests on account of the delay or denial of such access thereto. For the
avoidance of doubt, it is expressly agreed that Construction Works on all
lands for which Right of Way is granted within 90 (ninety) days of the
Appointed Date shall be completed before the Project Completion Date. It is
further agreed that the obligation of the Concessionaire to complete the
affected Construction Works shall subsist so long as the Authority continues
to pay the Damages specified herein, and upon the Authority ceasing to pay
such Damages after giving 60 (sixty) days' notice thereof to the
Concessionaire, the obligation of the Concessionaire to complete such works
on such part of the Site shall cease forthwith. It is also expressly agreed that
completion of the respective Construction Works within the time determined
by the Independent Engineer hereunder shall be deemed to be Project
Milestones for the purposes of levy and recovery of Damages under and in
accordance with the provisions of Clause 12.4.2.
10.3.6 The Concessionaire shall, if so required by the Authority, procure on behalf

of the Authority, on the terms and to the extent specified by the Authority,
the additional land required for Toll Plazas, Traffic Aid Posts, Medical Aid
Posts, under passes and over passes or for construction of works specified in
Change of Scope Order issued under Article 16, in accordance with this
Agreement and upon procurement, such land shall form part of the Site and
vest in the Authority; provided that the Concessionaire may, by notice given
to the Authority no later than 60 (sixty) days from the Appointed Date or the
date of Change of Scope Order, as the case may be, require the Authority to
initiate and undertake proceedings for acquisition of such land under the
provisions of the National Highways Act, 1956 and the Authority shall take
all such steps as may be reasonably necessary for such Land acquisition
forthwith; provided fiuther that the cost of land acquired under this Clause
10.3.6 shall be borne by the Authority in accordance with the Act; provided
also that the land to be acquired by the
Agra-Alrgarh NH-93 H~ghway

34
Site shall be deemed to be included in the Appendix referred to in this Clause
10.3 and dealt with in accordance with the provisions thereof.
10.3.7 The Concessionaire may procure at its cost and expense and on its own the
land that may be required by it for Additional Facilities and the Authority
shall have no obligation or liability in respect thereof. For the avoidance of
doubt, the Concessionaire shall seek prior consent of the Authority to
connect any Additional Facility to the Project Highway and such consent
shall not be unreasonably withheld.
10.4 Site to be free from Encumbrances
Subject to the provisions of Clause 10.3, the Site shall be made available by
the Authority to the Concessionaire pursuant hereto free from all
Encumbrances and occupations and without the Concessionaire being
required to make any payment to the Authority on account of any costs,
compensation, expenses and charges for the acquisition and use of such Site
for the duration of the Concession Period, except insofar as otherwise
expressly provided in this Agreement. For the avoidance of doubt, it is
agreed that existing rights of way, easements, privileges, liberties and
appurtenances te the Licensed Premises shall not be deemed to be
Encumbrances. It is further agreed that the Concessionaire accepts and
undertakes to bear any and all risks arising out of the inadequacy or physical
condition of the Site.
10.5 Protection of Site from encroachments
During the Concession Period, the Concessionaire shall protect the Site from
any and all occupations, encroachments or Encumbrances, and shall not
place or create nor permit any Contractor or other person claiming through or
under the Concessionaire to place or create any Encumbrance or security
interest over all or any part of the Site or the Project Assets, or on any rights
of the Concessionaire therein or under this Agreement, save and except as
otherwise expressly set forth in this Agreement.
10.6 SpeciaVtemporary right of way
The Concessionaire shall bear all costs and charges for any special or
temporary right of way required by it in connection with access to the Site.
The Concessionaire shall obtain at its cost such facilities on or outside the
Site as may be required by it for the purposes of the Project Highway and the
performance of its obligations under this Agreement.
10.7 Access to the Authority and Independent Engineer
The licence, right of way and right to the Site granted to the Concessionaire
hereunder shall always be subject to the right of access of the Authority and
the Independent Engineer and their employees and agents for inspection,
viewing and exercise of their rights and performance of their obligations
under this Agreement. 4
Agra-Aligarh NH-93 Highway .-

32
10.8 Geological and archaeological finds
It is expressly agreed that mining, geological or archaeological rights do not
form part of the licence granted to the Concessionaire under this Agreement
and the Concessionaire hereby acknowledges that it shall not have any
mining rights or interest in the underlying minerals, fossils, antiquities,
structures or other remnants or things either of particular geological or
archaeological interest and that such rights, interest and property on or under
the Site shall vest in and belong to the Authority or the concerned
Government Instrumentality. The Concessionaire shall take all reasonable
precautions to prevent its workmen or any other person from removing or
damaging such interest or property and shall inform the Authority forthwith
of the discovery thereof and comply with such instructions as the concerned
Government Instrumentality may reasonably give for the removal of such
property. For the avoidance of doubt, it is agreed that any reasonable
expenses incurred by the Concessionaire hereunder shall be reimbursed by
the Authority. It is also agreed that the Government shall procure that the
instructions hereunder are issued by the concerned Government
Instrumentality within a reasonable period.

ARTICLE 11
UTILITIES, ASSOCIATED ROADS AND TREES
11.1 Existing utilities and roads
Notwithstanding anything to the contrary contained herein, the

Concessionaire shall ensure that the respective entities owning the existing
roads, right of way or utilities on, under or above the Site are enabled by it to
keep such utilities in continuous satisfactory use, if necessary, by providing
suitable temporary or permanent diversions with the authority of the
controlling body of that road, right of way or utility, and the Authority shall,
upon written request from the Concessionaire, initiate and undertake at the
Concessionaire's cost, legal proceedings for acquisition of any right of way
necessary for such diversion.
11.2 Shifting of obstructing utilities
The Concessionaire shall, subject to Applicable Laws and with assistance of

the Authority, undertake shifting of any utility including electric lines, water
pipes and telephone cables, to an appropriate location or alignment within or
outside the Site if and only if such utility causes or shall cause a material
adverse effect on the construction, operation or maintenance of the Project
Highway. The cost of such shifting shall be borne by the Authority or by the
entity owning such utility, if the Authority so directs, and in the event of any
delay in shifting thereof, the Concessionaire shall be excused for failure to
perform any of its obligations hereunder if such failure is a direct
consequence of delay on the part of the entity owning such electric lines,
water pipes or telephone cables, as the case may be.
11.3 New utilities and roads
11.3.1 The Concessionaire shall allow, subject to such conditions as the Authority
may specify, access to, and use of the Site for laying telephone lines, water
pipes, electric cables or other public utilities. Where such access or use
causes any financial loss to the Concessionaire, it may require the user of the
Site to pay compensation or damages as per Applicable Laws. For the
avoidance of doubt, it is agreed that use of the Site under this Clause shall
not in any manner relieve the Concessionaire of its obligation to maintain the
Project Highway in accordance with this Agreement and any damage caused
by such use shall be restored forthwith.
11.3.2 The Authority may, by notice require the Concessionaire to connect any
adjoining road to the Project Highway. Upon receipt of a notice hereunder,
the connecting portion thereof falling within the Site shall be constructed by
the Concessionaire at the Authority's cost in accordance with Article 16, and
the maintenance thereof shall be undertaken by the Concessionaire in
accordance with the provisions of Clause 17.1.3.
L
34
Agra-Al~garhNH-93 H~ghway
11.3.3 The Authority may by notice require the Concessionaire to connect, through a
paved road, any adjoining service station, hotel, motel or any other public
facility or amenity to the Project Highway, whereupon the connecting
portion thereof that falls within the Site shall be constructed and maintained
by the Concessionaire upon advance payment of the cost to be made by the
beneficiary entity in accordance with the amount and period as determined
by the Independent Engineer. For the avoidance of doubt, any connecting
road constructed prior to the Appointed Date and falling within the Site shall
be maintained by the Concessionaire upon advance payment to be made by
the beneficiary entity in accordance with the provisions of this Clause.
11.4 Felling of trees
The Authority shall assist the Concessionaire in obtaining the Applicable

Permits for felling of trees to be identified by the Authority for this purpose
if and only if such trees cause a material adverse effect on the construction,
operation or maintenance of the Project Highway. The cost of such felling
shall be borne by the Authority, and in the event of any delay in felling
thereof for reasons beyond the control of the Concessionaire, it shall be
excused for failure to perform any of its obligations hereunder if such failure
is a direct consequence of delay in the felling of trees. For the avoidance of
doubt, the Parties hereto agree that the felled trees shall be deemed to be
owned by the Authority and shall be disposed in such manner and subject to
such conditions as the Authority may in its sole discretion deem appropriate.
35
Agra-Allgarh NH-93Highway
ARTICLE 12
CONSTRUCTION OF THE PROJECT HIGHWAY
12.1 Obligations prior to commencement of construction
Prior to commencement of Construction ~ & k s the

, Concessionaire shall:
(a) submit to the Authority and the Independent Engineer its detailed
design, construction methodology, quality assurance procedures, and
the procurement, engineering and construction time schedule for
completion of the Project in accordance with the Project Completion
Schedule as set forth in Schedule-G;
(b) appoint its representative duly authorised to deal with the Authority
in respect of all matters under or arising out of or relating to this
Agreement;
(c) undertake, do and perform all such acts, deeds and things as may be
necessary or required before commencement of construction under
and in accordance with this Agreement, the Applicable Laws and
Applicable Permits; and
(d) make its own arrangements for quarrying of materials needed for the
Project Highway under and in accordance with the Applicable Laws
and Applicable Permits.
12.2 Maintenance during Construction Period
During the Construction Period, the Concessionaire shall maintain, at its

cost, the existing lane(s) of the Project Highway so that the traffic worthiness
and safety thereof are at no time materially inferior as compared to their
condition 7 (seven) days prior to the date of this Agreement, and shall
undertake the necessary repair and maintenance works for this purpose;
provided that the Concessionaire may, at its cost, interrupt and divert the
flow of traffic if such interruption and diversion is necessary for the efficient
progress of Construction Works and conforms to Good Industry Practice;
provided further that such interruption and diversion shall be undertaken by
the Concessionaire only with the prior written approval of the Independent
Engineer which approval shall not be unreasonably withheld. For the
avoidance of doubt, it is agreed that the Concessionaire shall at all times be
responsible for ensuring safe operation of the Project Highway.
12.3 Drawings
In respect of the Concessionaire's obligations relating to the Drawings of the

Project Highway as set forth in Schedule-H, the following shall apply:
.,
(a) The Concessionaire shall PrePare and submit, with reaonable
promptness and in such sequence as is
4. ..... 6.
Completion Schedule, three copies each of all Drawings to the
Independent Engineer for review;
(b) By submitting the Drawings for review to the Independent Engineer,

the Concessionaire shall be deemed to have represented that it has
determined and verified that the design and engineering, including
field construction criteria related thereto, are in conformity with the
Scope of the Project and the Specifications and Standards;
(c) Within 15 (fifteen) days of the receipt of the Drawings, the

Independent Engineer shall review the same and convey its
observations to the Concessionaire with particular reference to their
conformity or otherwise with the Scope of the Project and the
Specifications and Standards. The Concessionaire shall not be
obliged to await the observations of the Independent Engineer on the
Drawings submitted pursuant hereto beyond the said 15 (fifteen) days
period and may begin or continue Construction Works at its own
discretion and risk;
(d) If the aforesaid observations of the Independent Engineer indicate

that the Drawings are not in conformity with the Scope of the Project
or the Specifications and Standards, such Drawings shall be revised
by the Concessionaire and resubmitted to the Independent Engineer
for review. The Independent Engineer shall give its observations, if
any, within 7 (seven) days of receipt of the revised Drawings;
(e) No review andlor observation of the Independent Engineer andlor its

failure to review and/or convey its observations on any Drawings
shall relieve the Concessionaire of its obligations and liabilities under
this Agreement in any manner nor shall the Independent Engineer or
the Authority be liable for the same in any manner;
(t) Without prejudice to the foregoing provisions of this Clause 12.3, the
Concessionaire shall submit to the Authority for review and
comments, its Drawings relating to alignment of the Project
Highway, finished road level, locstion and layout of the Toll Plazas
and general arrangement drawings of major bridges, flyovers and
grade separators, and the Authority shall have the right but not the
obligation to undertake such review and provide its comments, if any,
within 30 (thirty) days of the receipt of such Drawings. The
provisions of this Clause 12.3 shall apply mutatis murandis to the
review and comments hereunder; and
(g) Within 90 (ninety) days of the Project Completion Date, the

Concessionaire shall furnish to the Authority and the Independent
Engineer a complete set of as-built Drawings, in 2 (two) hard copies
and in micro film form or in such other medium as may be acceptable
to the Authority, reflecting the Project Highway as actually designed,
, engineered and constructed, including an as-built survey illustrating
the layout of the Project Highway and
buildings and structures forming part of P
Ap-Aligarh NH-93 Highway .. 37

12.4 Two-Laning with paved shoulder of the Project Highway
12.4.1 On or after the Appointed Date, the Concessionaire shall undertake

construction of Two-Laning with paved shoulder as specified in Schedule-B
and Schedule-C, and in conformity with the Specifications and Standards set
forth in Schedule-D. The 730th (seven hundred and thirtieth) day from the
Appointed Date shall be the scheduled date for completion of Two-Laning
with paved shoulder (the "Scheduled Two-Laning Date") and the
Concessionaire agrees and undertakes that Two-Laning with paved shoulder
shall be completed on or before the Scheduled Two-Laning Date.
12.4.2 The Concessionaire shall construct the Project Highway in accordance with
the Project Completion Schedule set forth in Schedule-G. In the event that
the Concessionaire fails to achieve any Project Milestone within a period of
90 (ninety) days from the date set forth for such Milestone in Schedule-G,
unless such failure has occurred due to Force Majeure or for reasons solely
attributable to the Authority, it shall pay Damages to the Authority in a sum
calculated at the rate of 0.1% (zero point one per cent) of the amount of
Performance Security for delay of each day until such Milestone is achieved;
provided that if any or all Project Milestones or the Scheduled Two-Laning
Date are extended in accordance with the provisions of this Agreement, the
dates set forth in Schedule-G shall be deemed to be modified accardingly
and the provisions of this Agreement shall apply as if Schedule-G has been
amended as above; provided hrther that in the event Project Completion
Date is achieved on or before the Scheduled Two-Laning Date, the Damages
paid under this Clause 12.4.2 shall be refunded by the Authority to the
Concessionaire, but without any interest thereon. For the avoidance of doubt,
it is agreed that recovery of Damages under this Clause 12.4.2 shall be
without prejudice to the rights of the Authority under this Agreement,
including the right of Termination thereof.
12.4.3 In the event that Two-Laning with paved shoulder is not completed within
270 (two hundred and seventy) days from the Scheduled Two-Laning Date,
unless the delay is on account of reasons solely attributable to the Authority
or due to Force Majeure, the Authority shall be entitled to terminate this
Agreement.

ARTICLE 13
MONITORING OF CONSTRUCTION
13.1 Monthly progress reports
During the Construction Period, the Concessionaire shall,. no later than 7

(seven) days after the close of each month, furnish to the Authority and the
Independent Engineer a monthly report on progress of the Construction
Works and shall promptly give such other relevant information as may be
required by the Independent Engineer.
13.2 Inspection
During the Construction Period, the Independent Engineer shall inspect the
Project Highway at least once a month and make a report of such inspection
(the "Inspection Report") stating in reasonable detail the defects or
deficiencies, if any, with particular reference to the Scope of the Project and
Specifications and Standards. It shall send a copy of the Inspection Report to
the Authority and the Concessionaire within 7 (seven) days of such
inspection and upon receipt thereof, the Concessionaire shall rectify and
remedy the defects or deficiencies, if any, stated in the Inspection Report.
Such inspection or submission of Inspection Report by the Independent
Engineer shall not relieve or absolve the Concessionaire of its obligations
and liabilities hereunder in any manner whatsoever.
13.3 Tests
13.3.1 For determining that the Construction Works conform to the Specifications
and Standards, the Independent Engineer shall require the Concessionaire to
cany out or cause to be carried out tests, at such time and frequency and in
such manner as may be specified by the Independent Engineer from time to
time, in accordance with Good Industry Practice for quality assurance. The
size of sample for such tests shall, to the extent possible, not exceed 10%
(ten per cent) of the quantity and/or number of tests prescribed by IRC
and/or MOSRTH for the construction works undertaken by the Authority
through their contractors. The Concessionaire shall, with due diligence, cany
out or cause to be carried out all the tests in accordance with the instructions
of the Independent Engineer and furnish the results thereof to the
Independent Engineer. One half of the costs incurred on such tests, and to the
extent certified by the Independent Engineer as reasonable, shall be
reimbursed by the Authority to the Concessionaire. For the avoidance of
'
doubt, the costs to be incurred on any Test which is undertaken for
determining the rectification of any defect or deficiency in construction shall
be borne solely by the Concessionaire.
13.3.2 In the event that results of any tests conducted under this Clause 13.3
establish any defects or deficiencies in the Construction Works, the
Concessionaire shall carry out remedial measures and h i s h a report to the
Independent Engineer in ;his behalf. The Inde
the Concessionaire to cany out or cause to b
Agra-Altgarh NH-93 Highway 39

that such remedial measures have brought the Construction Works into
compliance with the Specifications and Standards, and the procedure set
forth in this Clause 13.3 shall be repeated until such Construction Works
conform to the Specifications and Standards. For the avoidance of doubt, it is
agreed that tests pursuant to this Clause 13.3 shall be undertaken in addition
to and independent of the tests that shall be carried out by the Concessionaire
for its own quality assurance in accordance with Good Industry Practice. It is
also agreed that a copy of the results of such tests shall be sent by the
Concessionaire to the Independent Engineer forthwith.
13.4 Delays during construction
Without prejudice to the provisions of Clause 12.4.2, if the Concessionaire

does not achieve any of the Project Milestones or the Independent Engineer
shall have reasonably determined that the rate of progress of Construction
Works is such that Two-Laning with paved shoulder is not likely to be
achieved by the Scheduled Two-Laning Date, it shall notify the
Concessionaire to this effect, and the Concessionaire shall, within 15
(fifteen) days of such notice, by a communication inform the Independent
Engineer in reasonable detail about the steps it proposes to take to expedite
progress and the period within which it shall achieve the Project Completion
Date.
13.5 Suspension of unsafe Construction Works
13.5.1 Upon recommendation of the Independent Engineer to this effect, the

Authority may by notice require the Concessionaire to suspend forthwith the
whole or any part of the Construction Works if, in the reasonable opinion of
the Authority, such work threatens the safety of the Users and pedestrians.
13.5.2 The Concessionaire shall, pursuant to the notice under Clause 13.5.1,
suspend the Construction Works or any part thereof for such time and in
such manner as may be specified by the Authority and thereupon carry out
remedial measures to secure the safety of suspended works and the users.
The Concessionaire may by notice require the Independent Engineer to
inspect such remedial measures forthwith and make a report to the Authority
recommending whether or not the suspension hereunder may be revoked.
Upon receiving the recommendations of the Independent Engineer, the
Authority shall either revoke such suspension or instruct the Concessionaire
to carry out such other and further remedial measures as may be necessary in
the reasonable opinion of the Authority, and the procedure set forth in this
Clause 13.5 shall be repeated until the suspension hereunder is revoked.
13.5.3 Subject to the provisions of Ciause 34.7, all reasonable costs incurred for
maintaining and protecting the Construction Works or part thereof during the
period of suspension (the "Preservation Costs"), shall be borne by the
Concessionaire; provided that if the suspension has occurred as a result of
any breach of this Agreement by the Authority, the Preservation Costs shall
13.5.4 If suspension of Construction Works is for reasons not attributable to the
Concessionaire, the Independent Engineer shall determine any extension of
the dates set forth in the Project Completion Schedule to which the
Concessionaire is reasonably entitled, and shall notify the Authority
accordingly whereupon the Authority shall extend such Project Completion
Schedule dates in accordance with the recommendations of the Independent
Engineer. In the event that the Scheduled Two-Laning Date is extended
pursuant hereto, the Concession Period shall be deemed to be extended by a
period equal in length to the period of extension of the Scheduled Two-
Laning Date.
13.6 Video recording
During the Construction Period, the Concessionaire shall provide to the

Authority for every calendar quarter, a video recording, which will be
compiled into a 3 (three)-hour compact disc or digital video disc, as the case
may be, covering the status and progress of Construction Works in that
quarter. The first such video recording shall be provided to the Authority
within 7 (seven) days of the Appointed Date and thereafter, no later than 15
(fifteen) days after the close of each quarter.
Agro-Aligarh NH-93 Highway

ARTICLE 14
COMPLETION CERTIFICATE
14.1 Tests
14.1.1 At least 30 (thirty) days prior to the likely completion of the Project
Highway, the Concessionaire shall notify the Independent Engineer of its
intent to subject the Project Highway to Tests. The date and time of each of
the Tests shall be determined by the Independent Engineer in consultation
with the Concessionaire, and notified to the Authority who may designate its
representative to witness the Tests. The Concessionaire shall provide such
assistance as the Independent Engineer may reasonably require for
conducting the Tests. In the event of the Concessionaire and the Independent
Engineer failing to mutually agree on the dates for conducting the Tests, the
Concessionaire shall fix the dates by not less than 10 (ten) days notice to the
Independent Engineer.
14.1.2 All Tests shall be conducted in accordance with Schedule-I. The Independent
Engineer shall observe, monitor and review the results of the Tests to
determine compiiance of the Project Highway with Specifications and
Standards and if it is reasonably anticipated or determined by the
Independent Engineer during the course of any Test that the performance of
the Project Highway or any part thereof does not meet the Specifications and
Standards, it shall have the right to suspend or delay such Test and require
the Concessionaire to remedy and rectify the defects or deficiencies. Upon
completion of each Test, the Independent Engineer shall provide to the
Concessionaire and the Authority copies of all Test data including detailed
Test results. For the avoidance of doubt, it is expressly agreed that the
Independent Engineer may require the Concessionaire to carry out or cause
to be carried out additional Tests, in accordance with Good Industry Practice,
for determining the compliance of the Project Highway with Specifications
and Standards.
14.2 Completion Certificate
Upon completion of Construction Works and the Independent Engineer

determining the Tests to be successful, it shall forthwith issue to the
Concessionaire and the Authority a certificate substantially in the form set
forth in Schedule-J (the "Completion Certificate").
14.3 Provisional Certificate
14.3.1 The Independent Engineer may, at the request of the Concessionaire, issue a
provisional certificate of completion substantially in the form set forth in
Schedule-J (the "Provisional Certificate") if the Tests are successful and the
Project Highway can be safely and reliably placed in commercial operation
though certain works or things forming part thereof are outstanding and not
yet complete. In such an event, the Provisional Certificate shall have
appended thereto a list of outstanding items signed jointly by the
Independent Engineer and the Concessionaire
Agm-Alrgarh NH-93Hrghway 42
that the Independent Engineer shall not withhold the Provisional Certificate
for reason of any work remaining incomplete if the delay in completion
thereof is attributable to the Authority.
14.3.2 The Parties hereto expressly agree that a Provisional Certificate under this
Clause 14.3 may, upon request of the Concessionaire to this effect, be issued
for-operating part of the Project Highway, if at least 75% (seventy five per
cent) of the total length of the Project Highway has been completed. Upon
issue of such Provisional Certificate, the provisions of Article 15 shall apply
to such completed part.
14.4 Completion of Punch List items
14.4.1 All items in the Punch List shall be completed by the Concessionaire within
90 (ninety) days of the date of issue of the Provisional Certificate and for any
delay thereafter, other than for reasons solely attributable to the Authority or
due to Force Majeure, the Authority shall be entitled to recover Damages
from the Concessionaire to be calculated and paid for each day of delay until
all items are completed, at the lower of (a) 0.1% (zero point one per cent) of
the Performance Security, and (b) 0.2% (zero point two per cent) of the cost
of completing such items as estimated by the Independent Engineer. Subject
to payment of such Damages, the Concessionaire shall be entitled to a hrther
period not exceeding 120 (one hundred and twenty) days for completion of
the Punch List items. For the avoidance of doubt, it is agreed that if
completion of any item is delayed for reasons solely attributable to the
Authority or due to Force Majeure, the completion date thereof shall be
determined by the Independent Engineer in accordance with Good Industry
Practice, and such completion date shall be deemed to be the date of issue of
the Provisional Certificate for the purposes of Damages, if any, payable for
such item under this Clause 14.4.1.
14.4.2 Upon completion of all Punch List items, the Independent Engineer shall
issue the Completion Certificate. Failure of the Concessionaire to complete
all the Punch List items within the time set forth in Clause 14.4.1 for any
reason, other than conditions constituting Force Majeure or for reasons
solely attributable to the Authority, shall entitle the Authority to terminate
this Agreement.
14.5 Withholding of Provisional Certificate
14.5.1 If the Independent Engineer determines that the Project Highway or any part
thereof does not conform to the provisions of this Agreement and cannot be
safely and reliably placed in commercial operation, it shall forthwith make a
report in this behalf and send copies thereof to the Authority and the
Concessionaire. Upon receipt of such a report from the Independent
Engineer and after conducting its own inspection, if the Authority is of the
opinion that the Project Highway is not fit and safe for commercial service, it
shall, within 7 (seven) days of receiving the aforesaid report, notify the
Concessionaire of the defects and deficiencies in the Project Highway and
direct the Independent Engineer to
Certificate. Upon receipt of such
Agra-Alrgarh NH-95 Htghway

43
rectify such defects or deficiencies and thereupon Tests shall be undertaken
in accordance with this Article 14. Such procedure shall be repeated as
necessary until the defects or deficiencies are rectified.
14.5.2 Notwithstanding anything to the contrary contained in Clause 14.5.1, the

Authority may, at any time after receiving a report from the Independent
Engineer under that Clause, direct the Independent Engineer to issue a
Provisional Certificate under Clause 14.3, and such direction shall be
wmplied forthwith.
14.6 Rescheduling of Tests
If the Independent Engineer certifies to the Authority and the Concessionaire

that it is unable to issue the Completion Certificate or Provisional Certificate,
as the case may be, because of events or circumstances on account of which
the Tests could not be held or had to be suspended, the Concessionaire shall
be entitled to re-schedule the Tests and hold the same as soon as reasonably
practicable.
Agm-Aligarh NH-93 Highwoy

ARTICLE 15
ENTRY INTO COMMERCIAL SERVICE
15.1 Commercial Operation Date (COD)
Two-Laning with paved shoulder shall be deemed to be complete when the

Completion Certificate or the Provisional Certificate, as the case may be, is
issued under the provisions of Article 14, and accordingly the commercial
operation date of the Project shall be the date on which such Completion
Certificate or the Provisional Certificate is issued- (the "COD). The Project
Highway shall enter into commercial service on COD whereupon the
Concessionaire shall be entitled to demand and collect Fee in accordance
with the provisions of Article 27.
15.2 Damages for delay
Subject to the provisions of Clause 12.4, if COD does not occur prior to the
91st (ninety first) day after the Scheduled Two-Laning Date, unless the delay
is on account of reasons solely attributable to the Authority or due to Force
Majeure, the Concessionaire shall pay Damages to the Authority in a sum
calculated at the rate of 0.1% (zero point one per cent) of the amount of
Performance Security for delay of each day until COD is achieved.

ARTICLE 16
CHANGE OF SCOPE
16.1 Change of Scope
16.1.1 The Authority may, notwithstanding anything to the contrary contained in

this Agreement, require the provision of additional works and services which
are not included in the Scope of the Project as contemplated by this
Agreement (the "Change of Scope"). Any such Change of Scope shall be
made in accordance with the provisions of this Article 16 and the costs
thereof shall be expended by the Concessionaire and reimbursed to it by the
Authority in accordance with Clause 16.3.
16.1.2 If the Concessionaire determines at any time that a Change of Scope is

necessary for providing safer and improved services to the Users, it shall by
notice in writing require the Authority to consider such Change of Scope.
The Authority shall, within 15 (fifteen) days of receipt of such notice, either
accept such Change of Scope with modifications, if any, and initiate
proceedings therefor in accordance with this Article 16 or inform the
Concessionaire in writing of its reasons for not accepting such Change of
Scope.
16.1.3 Any works or services which are provided under and in accordance with this
Article 16 shall form part of the Project Highway and the provisions of this
Agreement shall apply mutatis mutandis to such works or services.
16.2 Procedure for Change of Scope
16.2.1 In the event of the Authority determining that a Change of Scope is

necessary, it shall issue to the Concessionaire a notice specifying in
reasonable detail the works and services contemplated thereunder (the
"Change of Scope Notice").
16.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire shall, with
due diligence, provide to the Authority such information as is necessary,
together with preliminary Documentation in support of:
(a) the impact, if any, which the Change of Scope is likely to have on the
Project Completion Schedule if the works or services are required to
be carried out during the Construction Period; and
(b) the options for implementing the proposed Change of Scope and the
effect, if any, each such option would have on the costs and time
thereof, including a detailed breakdown by work classifications
specifying the material and labour costs calculated in accordance
with the schedule of rates applicable to the works assigned by the
Authority to its contractors, along with the proposed
premium/discount on such rates; provided that the cost incurred by
the Concessionaire in providing such
46
by the Authority to the extent such cost is certified by the
Independent Engineer as reasonable.
16.2.3 Upon receipt of information set forth in Clause 16.2.2, if the Authority
decides to proceed with the Change of Scope, it shall convey its preferred
option to the Concessionaire, and the Parties shall, with assistance of the
Independent Engineer, thereupon make good faith efforts to agree upon the
time and costs for implementation thereof. Upon reaching an agreement, the
Authority shall issue an order (the "Change of Scope Order") requiring the
Concessionaire to proceed with the performance thereof. In the event that the
Parties are unable to agree, the Authority may, by issuing a Change of Scope
Order, require the Concessionaire to proceed with the performance thereof
pending resolution of the Dispute, or cany out the works in accordance with
Clause 16.5.
16.2.4 The provisions of this Agreement, insofar as they relate to Construction

Works and Tests, shall apply mutatis mutandis to the works undertaken by
the Concessionaire under this Article 16.
16.3 Payment for Change of Scope
16.3.1 Within 7 (seven) days of issuing a Change of Scope Order, the Authority
shall make an advance payment to the Concessionaire in a sum equal to 20%
(twenty per cent) of the cost of Change of Scope as agreed hereunder, and in
the event of a Dispute, 20% (twenty per cent) of the cost assessed by the
Independent Engineer. The Concessionaire shall, after commencement of
work, present to the Authority bills for payment in respect of the works in
progress or completed works, as the case may be, supported by such
Documentation as is reasonably sufficient for the Authority to determine the
accuracy thereof. Within 30 (thirty) days of receipt of such bills, the
Authority shall disburse to the Concessionaire such amounts as are certified
by the Independent Engineer as reasonable and after making a proportionate
deduction for the advance payment made hereunder, and in the event of any
Dispute, final adjustments thereto shall be made under and in accordance
with the Dispute Resolution Procedure.
16.3.2 Notwithstanding anything to the contrary contained in Clause 16.3.1, all

costs arising out of any Change of Scope Order issued during the
Construction Period shall be borne by the Concessionaire, subject to an
aggregate ceiling of 0.25% (zero point two five per cent) of the Total Project
Cost. Any costs in excess of the ceiling shall be reimbursed by the Authority
in accordance with Clause 16.3.1. In the event that the total cost arising out
of Change of Scope Orders (if any) issued prior to the Project Completion
Date is less than 0.25% (zero point two five per cent) of the Total Project
Cost, the difference thereof shall be credited by the Concessionaire to the
Safety Fund within a period of 180 (one hundred and eighty) days of the
Project Completion Date. For the avoidance of doubt, it is agreed that the
aforesaid 0.25% (zero point two five per cent) of the Total Project Cost shall,
to the extent borne by the Concessionaire, be deemed to form part of
actual capital cost of the Project.
Agra-Al~garhNH-93 H~ghwoy 47
16.4 Restrictions on certain works
16.4.1 Notwithstanding anything to the contrary contained in this Article 16, but
subject to the provisions of Clause 16.4.2, the Authority shall not require the
Concessionaire to undertake any works or services if such works or services
are likely to delay completion of Two-Laning; provided that in the event that
the Authority considers such works or services to be essential, it may issue a
Change of Scope Order, subject to the condition that the works forming part
of or affected by such Order shall not be reckoned for purposes of
determining completion of Two-Laning and issuing the Provisional
Certificate.
16.4.2 Notwithstanding anything to the contrary contained in this Article 16, the
Concessionaire shall be entitled to nullify any Change of Scope Order if it
causes the cumulative costs relating to all the Change of Scope Orders to
exceed 5% (five per cent) of the Total Project Cost in any continuous period
of 3 (three) years immediately preceding the date of such Change of Scope
Order or if such cumulative costs exceed 20% (twenty per cent) of the Total
Project Cost at any time during the Concession Period.
16.5 Power of the Authority to undertake works
16.5.1 Notwithstanding anything to the contrary contained in Clauses 16.1.1, 16.2

and 16.3, the Authority may, after giving notice to the Concessionaire and
considering its reply thereto, award any works or services, contemplated
under Clause 16.1.1, to any person on the basis of open competitive bidding;
provided that the Concessionaire shall have the option of matching the first
ranked bid in terms of the selection criteria, subject to payment of 2% (two
per cent) of the bid amount to the Authority, and thereupon securing the
award of such works or services. For the avoidance of doubt, it is agreed that
the Concessionaire shall be entitled to exercise such option only if it has
participated in the bidding process and its bid does not exceed the first
ranked bid by more than 10% (ten percent) thereof. It is also agreed that the
Concessionaire shall provide access, assistance and cooperation to the person
who undertakes the works or services hereunder.
16.5.2 The works undertaken in accordance with this Clause 16.5 shall conform to
the Specifications and Standards and shall be carried out in a manner that
minimises the disruption in operation of the Project Highway. The provisions
of this Agreement, insofar as they relate to Construction Works and Tests,
shall apply mutatis mutandis to the works carried out under this Clause 16.5.
16.6 Reduction in Scope of the Project
16.6.1 If the Concessionaire shall have failed to complete any Construction Works
on account of Force Majeure or for reasons solely attributable to the
Authority, the Authority may, in its discretion, require the Concessionaire to
pay 80% (eighty percent) of the sum saved therefrom, and upon such
payment to the Authority, the obligations of the Concessionaire in respect of 4
such works shall be deemed to have been hlfilled. For the avoi
doubt, it is agreed that in the event such reduction in Scope of the
Agra-Aligarh NH-93 Highwq .- 4%

causes or will cause a reduction in net after-tax return of the Concessionaire,
the Parties shall meet, as soon as reasonably practical, and agree on a full or
partial waiver of the aforesaid payment of 80% (eighty per cent) so as to
place the Concessionaire in the same financial position as it would have
enjoyed had there been no reduction in Scope of the Project. It is further
agreed that the liability of the Authority under this Clause 16.6 shall not
extend beyond waiver of the aforesaid 80% (eighty per cent). It is also
agreed that in the event of a dispute, the Dispute Resolution Procedure shall
apply.
16.6.2 For determining the obligations of the Concessionaire under this Clause 16.6,
the provisions of Clauses 16.1, 16.2 and 16.4 shall apply mutaris mutandis,
and upon issue of Change of Scope Order by the Authority hereunder, the
Concessionaire shall pay forthwith the sum specified therein.
ARTICLE 17
OPERATION AND MAINTENANCE
17.1 O&M obligations of the Concessionaire
17.1.1 During the Operation Period, the Concessionaue shall operate and maintain
the Project Highway in accordance with this ~ g & e m e n teither by itself, or
through the O&M Contractor and if required, modify, repair or otherwise
make improvements to the Project Highway to comply with the provisions of
this Agreement, Applicable Laws and Applicable Permits, and conform to
Specifications and Standards and Good Industry Practice. The obligations of
the Concessionaire hereunder shall include:
(a) permitting safe, smooth and uninterrupted flow of traffic on the

Project Highway during normal operating conditions;
(b) collecting and appropriating the Fee;
(c) minimising disruption to traffic in the event of accidents or other

incidents affecting the safety and use of the Project Highway by
providing a rapid and effective response and maintaining liaison with
emergency services of the State;
(d) carrying out periodic preventive maintenance of the Project Highway;
(e) undertaking routine maintenance including prompt repairs of

potholes, cracks, joints, drains, embankments, structures, pavement
markings, lighting, road signs and other traffic control devices;
(f) undertaking major maintenance such as resurfacing of pavements,

repairs to structures, and repairs and rebrbishment of tolling system
and other equipment;
(g) preventing, with the assistance of concerned law enforcement

agencies, any unauthorised use of the Project Highway;
(h) preventing, with the assistance of the concerned law enforcement

agencies, any encroachments on the Project Highway;
(i) protection of the environment and provision of equipment and

materials therefore;
6) operation and maintenance of all communication, control and

administrative systems necessary for the efficient operation of the
Project Highway;
(k) maintaining a public relations unit to interface with and attend to

suggestions from the Users, govenunent agencies, media and other
agencies; and x
(1) complying with Safety Requirements in acco
Agm-Aligarh NH-93 Highway 50

17.1.2 The Concessionaire shall remove promptly from the Project Highway all
surplus construction machinery and materials, waste materiais (including
hazardous materials and waste water), rubbish and other debris (including,
without limitation, accident debris) and keep the Project Highway in a clean,
tidy and orderly condition, and in conformity with the Applicable Laws,
Applicable Permits and Good Industry Practice.
17.1.3 The Concessionaire shall maintain, in conformity with Good Industry

Practice, all stretches of approach roads, over-passes, under-passes or other
structures situated on the Site but not forming part of the camageway.
17.2 Maintenance Requirements
The Concessionaire shall procure that at all times during the Operation
Period, the Project Highway conforms to the maintenance requirements set
forth in Schedule-K (the "Maintenance Requirements").
17.3 Maintenance Manual
17.3.1 No later than 180 (one hundred and eighty) days prior to the Scheduled Two-
ani in^ Date, the Concessionaire shall, in consultation with the Independent
Engineer, evolve a repair and maintenance manual (the "Maintenance
Manual") for the regular and preventive maintenance of the Project
Highway in conformity with the Specifications and Standards, Maintenance
Requirements, Safety Requirements and Good Industry Practice, and shall
provide 5 (five) copies thereof to the Authority and 2 (two) copies to the
Independent Engineer. The Maintenance Manual shall be revised and
updated once every 3 (three) years and the provisions of this Clause 17.3
shall apply, mutatis mutandis, to such revision.
17.3.2 Without prejudice to the provision of Clause 17.3.1, the Maintenance

Manual shall, in particular, include provisions for maintenance of Project
Assets and shall provide for life cycle maintenance, routine maintenance and
reactive maintenance which may be reasonably necessary for maintenance
and repair of the Project Assets, including replacement thereof, such that
their overall condition conforms to Good Industry Practice.
17.4 Maintenance Programme
17.4.1 On or before COD and no later than 45 (forty five) days prior to the
beginning of each Accounting Year during the Operation Period, as the case
may be, the Concessionaire shall provide to the Authority and the
Independent Engineer, its proposed annual programme of preventive, urgent
and other scheduled maintenance (the "Maintenance Programmk") to
comply with the Maintenance. Requirements, Maintenance Manual and
Safety Requirements. Such Maintenance Programme shall include:
(a) preventive maintenance schedule;
(b) arrangements and ~roceduresfor carrving outu~&eatreoairs:

(c) criteria to be adopted for deciding maintenance needs;
(d) intervals and procedures for canying out inspection of all elements of
the Project Highway;
(e) intervals at which the Concessionaire shall carry out periodic

maintenanck;
(f) arrangements and procedures for carrying out safety related

measures; and
(g) intervals for major maintenance works and the scope thereof.
17.4.2 Within 15 (fifteen) days of receipt of the Maintenance Programme, the

Independent Engineer shall review the same and convey its comments to the
Concessionaire with particular reference to its conformity with the
Maintenance Requirements, Maintenance Manual and Safety Requirements.
17.4.3 The Concessionaire may modify the Maintenance Programme as may be

reasonable in the circumstances, and the procedure specified in Clauses
17.4.1 and 17.4.2 shall apply mutatis mutandis to such modifications.
17.5 Safety, vehicle breakdowns and accidents
17.5.1 The Concessionaire shall ensure safe conditions for the Users, and in the
event of unsafe conditions, lane closures, diversions, vehicle breakdowns and
accidents, it shall follow the relevant operating procedures including the
setting up of temporary traffic cones and lights, and removal of obstruction
and debris without delay. Such procedures shall conform to the provisions of
this Agreement, Applicable Laws, Applicable Permits and Good Industry
Practice.
The Concessionaire's responsibility for rescue operations on the Project

Highway shall be limited to an initial response. to any particular incident until
such time that the competent authority takes charge and shall include prompt
removal of vehicles or debris or any other obstruction, which may endanger
or interrupt the smooth flow of traffic. For this purpose, it shall maintain and
operate a vehicle rescue post with one mobile crane having the capacity to
lift a truck with a Gross Vehicle Weight of 30,000 (thirty thousand)
kilograms;
17.6 De-commissioning due to Emergency
17.6.1 If, in the reasonable opinion of the Concessionaire, there exists an

Emergency which warrants de-commissioning and closure to traffic of the
whole or any part of the Project Highway, the Concessionaire shall be
entitled to de-commission and close the whole or any part of the Project
Highway to traffic for so long as such Emergency and the consequences
thereof warrant; provided that such decommissioning and particulars thereof
shall be notified by the Concessionaire to the Autho 4
5?
%

and the Concessionaire shall diligently cany out and abide by any reasonable
directions that the Authority may give for dealing with such Emergency. .
17.6.2 The Concessionaire shall re-commission the Project Highway or the affected
part thereof as quickly as practicable after the circumstances leading to its
decommissioning and closure have ceased to exist or have so abated as to
enable the Concessionaire to re-commission the Project Highway and shall
notify the Authority of the same without any delay.
17.6.3 Any decommissioning or closure of any part of the Project Highway and the
re-commissioning thereof shall, as soon as practicable, be brought to the
notice of affected persons by means of public announcementslnotice.
17.7 Lane closure
17.7.1 The Concessionaire shall not close any lane of the Project Highway for
undertaking maintenance or repair works except with the prior written
approval of the Independent Engineer. Such approval shall be sought by the
Concessionaire through a written request to be made to the Independent
Engineer, and a copy thereof h i s h e d to the Authority, at least 7 (seven)
days before the proposed closure of such lane and shall be accompanied by
particulars thereof. Within 3 (three) days of receiving such request, the
Independent Engineer shall grant permission with such modifications as it
may deem necessary and a copy of such permission shall be sent to the
Authority.
17.7.2 The provisions of Clause 17.7.1 shall not apply to de-commissioning under
Clause 17.6.1 or to closure of any lane for a period not exceeding 2 (two)
hours in a day at any time of the day and 6 (six) hours in a day at a time
specified by the Independent Engineer as off-peak hours when the flow of
trafic is comparatively lower.
17.7.3 Upon receiving the permission pursuant to Clause 17.7.1, the Concessionaire
shall be entitled to close the designated lane for the period specified therein,
and in the event of any delay in re-opening such lane, the Concessionaire
shall pay Damages to the Authority calculated at the rate of 0.1% (zero point
one per cent) of the Average Daily Fee for every stretch of 250 (two hundred
and fifty) metres, or part thereof, for each day of delay until the lane has
been re-opened for traffic.
17.8 Damages for breach of maintenance obligations
17.8.1 In the event that the Concessionaire fails to repair or rectify any defect or
deficiency set forth in the Maintenance Requirements within the period
specified therein, it shall be deemed to be in breach of this Agreement and
the Authority shall be entitled to recover Damages, to be calculated and paid
for each day of delay until the breach is cured, at the higher of (a) 0.5% (zero
point five per cent) of Average Daily Fee, and (b) 0.1% (zero point one per
cent) of the cost of such repair or rectification as estimated by

.
K:
Notwithstanding anything contained in this agreement, should the actual
traffic exceed the design capacity, during any year or part thereof and the
Concessionaire fails to repair or rectify any defect or deficiency set forth in
the Maintenance Requirements within the period specified therein, it shall be
deemed to be in breach of this Agreement and the Authority shall be entitled,
from such date, to recover Damages, to be calculated and paid for each day
of delay until the breach is cured, at the higher of (a) 5% (five per cent) of
Average Daily Fee, and (b) 1% (one per cent) of the cost of such repair or
rectification as estimated by the Independent Engineer, for the balance
period of the concession.
Recovery of such Damages shall be without prejudice to the rights of the

Authority under this Agreement, including the right of Termination thereof.
17.8.2 The Damages set forth in Clause 17.8.1 may be assessed and specified
forthwith by the Independent Engineer; provided that the Authority may, in
its discretion, demand a smaller sum as Damages, if in its opinion, the breach
has been cured promptly and the Concessionaire is otherwise in compliance
with its obligations hereunder. The Concessionaire shall pay such Damages
forthwith and in the event that it contests such Damages, the Dispute
Resolution Procedure shall apply.
17.9 Authority's right to take remedial measures
17.9.1 In the event the Concessionaire does not maintain andlor repair the Project
Highway or any part thereof in conformity with the Maintenance
Requirements, the Maintenance Manual or the Maintenance Programme, as
the case may be, and fails to commence remedial works within 15 (fifteen)
days of receipt of the O&M Inspection Report or a notice in this behalf from
the Authority or the Independent Engineer, as the case may be, the Authority
shall, without prejudice to its rights under this Agreement including
Termination thereof, be entitled to undertake such remedial measures at the
risk and cost of the Concessionaire, and to rewver its wst from the
Concessionaire. In addition to recovery of the aforesaid wst, a sum equal to
20% (twenty per cent) of such cost shall be paid by the Concessionaire to the
Authority as Damages. For the avoidance of doubt, the right of the Authority
under this Clause 17.9.1 shall be without prejudice to its rights and remedies
provided under Clause 17.8.
17.9.2 The Authority shall have the right, and the Concessionaire hereby expressly
grants to the Authority the right, to recover the costs and Damages specified
in Clause 17.9.1 directly from the Escrow Account as if such costs and
Damages were O&M Expenses, and for that purpose, the Concessionaire
hereby agrees to give irrevocable instructions to the Escrow Bank to make
payment from the Escrow Account in accordance with the instructions of the
Authority under this Clause 17.9.2 and debit the same to O&M Expenses.
17.10 Overriding powers of the Authority

A
17.10.1 If in the reasonable opinion of the
material breach of its obligations under articular,
Agm-Aligarh NH-93 High1c.q

561
5
Maintenance Requirements, and such breach is causing or Likely to cause
material hardship or danger to the Users, the Authority may, without
prejudice to any of its rights under this Agreement including Termination
thereof, by notice require the Concessionaire to take reasonable measures
immediately for rectifying or removing such hardship or danger, as the case
may be.
17.10.2 In the event that the concessionaire, upon notice under Clause 17.10.1, fails
to rectify or remove any hardship or danger within a reasonable period, the
Authority may exercise ovemding powers under this Clause 17.10.2 and take
over the performance of any or all the obligations of the Concessionaire to
the extent deemed necessary by it for rectifying or removing such hardship
or danger; provided that the exercise of such ovemding powers by the
Authority shall be of no greater scope and of no longer duration than is
reasonably required hereunder; provided further that any costs and expenses
incurred by the Authority in discharge of its obligations hereunder shall be
deemed to be O&M Expenses, and the Authority shall be entitled to recover
them from the Concessionaire in accordance with the provisions of Clause
17.9 along with the Damages specified therein.
17.10.3 In the event of a national emergency, civil commotion or any other act
specified in Clause 34.3, the Authority may take over the performance of any
or all the obligations of the Concessionaire to the extent deemed necessary
by it or as directed by the Government, and exercise such control over the
Project Highway or give such directions to the Concessionaire as may be
deemed necessary; provided that the exercise of such ovemding powers by
the Authority shall be of no greater scope and of no longer duration than is
reasonably required in the circumstances which caused the exercise of such
overriding power by the Authority. For the avoidance of doubt, it is agreed
that the consequences of such action shall be dealt in accordance with the
provisions of Article 34. It is also agreed that the Concessionaire shall
comply with such instructions as the Authority may issue in pursuance of the
provisions of this Clause 17.10, and shall provide assistance and cooperation
to the Authority, on a best effort basis, for performance of its obligations
hereunder.
17.11 Restoration of loss or damage to Project Highway
Save and except as othenvise expressly provided in this Agreement, in the

event that the Project Highway or any part thereof suffers any loss or damage
during the Concession Period from any cause whatsoever, the
Concessionaire shall, at its cost and expense, rectify and remedy such loss or
damage forthwith so that the Project Highway conforms to the provisions of
this Agreement.
17.12 Modifications to the Project Highway
The Concessionaire shall not cany out any material modifications to the
Project Highway save and except where such modifications are necessary for
the Project Highway to operate in conformity wit
Standards, Maintenance Requirements, Good
Agra-Aligurh NH-93 Highway

55
Applicable Laws; provided that the Concessionaire shall notify the
Independent Engineer of the proposed modifications along with particulars
thereof at least 15 (fifteen) days before commencing work on such
modifications and shall reasonably consider any suggestions that the
Independent Engineer may make within 15 (fifteen) days of receiving the
Concessionaire's proposal. For the avoidance of doubt, all modifications
made hereunder shall comply with the Specifications and Standards,
Applicable Laws and the provisions of this Agreement.
17.13 Excuse from performance of obligations
The Concessionaire shall not be considered in breach of its obligations under

this Agreement if any part of the Project Highway is not available to traffic
on account of any of the following for the duration thereof:
(a) an event of Force Majeure;
(b) measures taken to ensure the safe use of the Project Highway except
when unsafe conditions occurred because of failure of the
Concessionaire to perform its obligations under this Agreement; or
(c) compliance with a request from the Authority or the directions of any
~overnmentInstrumentality, the effect of which is to close all or any
part of the Project Highway.
Notwithstanding the above; the Concessionaire shall keep all unaffected

parts of the Project Highway open to traffic provided they can be operated
safe1y.
17.14 Barriers and diversions
The Authority shall procure that during the Operation Period, no barriers are
erected or placed by any Government Instrumentality on the Project
Highway except for reasons of Emergency, national security, law and order
or collection of inter-state taxes. The Authority shall also make best
endeavours to procure that no Government Instrumentality shall undertake or
cause to be undertaken, except for reasons of Emergency, national security
or law and order, any diversions of traffic from, or closing down of approach
roads to the Project Highway that may cause a material adverse effect on the
flow of traffic to and from the Project Highway.
17.15 Advertising on the Site
The Concessionaire shall not undertake or permit any form of commercial

advertising, display or hoarding at any place on the Site if such advertising,
display or hoarding shall be visible to the Users while driving on such
Highway; provided that this restriction shall not apply to the Toll Plazas, rest
areas, bus shelters and telephone booths located on the Project Highway if
the advertising thereon does not, in the opinion of the Authority, distract the
A
Users or violates extant guidelines of MoSRTH. All advertising on the
Project Highway shall also conform to Good I
56
Agra-Alrgarh NH-93 Hrghway
avoidance of doubt, it is agreed that the rights of the Concessionaire
hereunder shall be subject to Applicable Laws, as in force and effect from
time to time, and no compensation shall be claimed on account thereof.

57
ARTICLE 18
SAFETY REQUIREMENTS
18.1 Safety Requirements
18.1.1 The Concessionaire shall comply with the provisions of this Agreement,
Applicable Laws and Applicable Permits and conform to Good Industry
Practice for securing the safety of the Users. In particular, the Concessionaire
shall develop, implement and administer a surveillance and safety
programme for providing a safe environment on or about the Project
Highway, and shall comply with the safety requirements set forth in
Schedule-L (the "Safety Requirements").
18.1.2 The Authority shall appoint an experienced and qualified firm or

organisation (the "Safety Consultant") for canying out safety audit of the
Project Highway in accordance with the Safety Requirements, and shall take
all other actions necessary for securing compliance with the Safety
Requirements.
18.2 Expenditure on Safety Requirements
All costs and expenses arising out of or relating to Safety Requirements shall
be borne by the Concessionaire to the extent such costs and expenses form
part of the works and services included in the Scope of the Project, and
works and services, if any, not forming part of the Scope of the Project shall
be undertaken in accordance with the provisions of Article 16. Costs and
expenses on works and services not covered hitherto before and arising out
of Safety Requirements shall, subject to the provisions of Clause 16.3.2, be
borne from out of a dedicated safety fund (the "Safety Fund) to be funded,
owned and operated by the Authority or a substitute thereof.
Agra-Aiigarh NH-93 Highway

ARTICLE 19
MONITORING OF OPERATION AND MAINTENANCE
19.1 Monthly status reports
During Operation Period, the Concessionaire shall, no later than 7 (seven)

days after the close of each month, furnish to the Authority and the
Independent Engineer a monthly report stating in reasonable detail the
condition of the Project Highway including its compliance or otherwise with
the Maintenance Requirements, Maintenance Manual, Maintenance
Programme and Safety Requirements, and shall promptly give such other
relevant information as may be required by the Independent Engineer. In
particular, such report shall separately identify and state in reasonable detail
the defects and deficiencies that require rectification.
19.2 Inspection
The Independent Engineer shall inspect the Project Highway at least once a
month. It shall make a report of such inspection (the "O&M Inspection
Report") stating in reasonable detail the defects or deficiencies, if any, with
particular reference to the Maintenance Requirements, Maintenance Manual,
the Maintenance Programme and Safety Requirements, and send a copy
thereof to the Authority and the Concessionaire within 7 (seven) days of such
inspection
19.3 Tests
For determining that the Project Highway conforms to the Maintenance

Requirements, the Independent Engineer shall require the Concessionaire to
carry out, or cause to be carried out, tests specified by it in accordance with
Good Industry Practice. The Concessionaire shall, with due diligence, cany
out or cause to be carried out all such tests in accordance with the
instructions of the Independent Engineer and furnish the results of such tests
forthwith to the Independent Engineer. One half of the costs incurred on such
tests, and to the extent certified by the Independent Engineer as reasonable,
shall be reimbursed by the Authority to the Concessionaire.
19.4 Remedial measures
19.4.1 The Concessionaire shall repair or rectify the defects or deficiencies, if any,
set forth in the O&M Inspection Report or in the test results referred to in
Clause 19.3 and fiunish a report in respect thereof to the Independent
Engineer and the Authority within 15 (fifteen) days of receiving the O&M
Inspection Report or the test results, as the case may be; provided that where
the remedying of such defects or deficiencies is likely to take more than 15
(fifteen) days, the Concessionaire shall submit progress reports of the repair
works once every week until such works are comvleted in confoniiity with
this Agreement.

19.4.2 The Independent Engineer shall require the Concessionaire to carry out or
cause to be carried out tests, at its own cost, to determine that such remedial
measures have brought the Project Highway into compliance with the
Maintenance Requirements and the procedure set forth in this Clause 19.4
shall be repeated until the Project Highway conforms to the Maintenance
Requirements. In the event that remedial measures are not completed by the
Concessionaire in conformity with the provisions of this Agreement, the
Authority shall be entitled to recover Damages from the Concessionaire
under and in accordance with the provisions of Clause 17.8.
19.5 Monthly Fee Statement
During the Operation Period, the Concessionaire shall hrnish to the

Authority, within 7 (seven) days of completion of each month, a statement of
Fee substantially in the form set forth in Schedule-M (the "Monthly Fee
Statement"). The Concessionaire shall also furnish to the Authority such
other information as the Authority may reasonably require, at specified
intervals, in discharge of its statutory functions.
19.6 Reports of unusual occurrence
The Concessionaire shall, prior to the close of each day, send to the
Authority and the Independent Engineer, by facsimile or e-mail, a report
stating accidents and unusual occurrences on the Project Highway relating to
the safety and security of the Users and Project Highway. A weekly and
monthly summary of such reports shall also be sent within 3 (three) days of
the closing of each week and month, as the case may be. For the purposes of
this Clause 19.6, accidents and unusual occurrences on the Project Highway
shall include:
(a) death or injury to any person;

(b) damaged or dislodged fixed equipment;
(c) any obstruction on the Project Highway, which results in slow down of
the services being provided by the Concessionaire;
(d) disablement of any equipment during operation;
(e) communication failure affecting the operation of Project Highway;
(f) smoke or fire;
(g) flooding of Project Highway; and
(h) such other relevant information as may be required by the Authority or
the Independent Engineer.
Agro-Aligarh NH-93Highway
ARTICLE 20
TRAFFIC REGULATION
20.1 Traffic regulation by the Concessionaire
The Concessionaire shall regulate traffic on the Project Highway in

accordance with the Applicable Laws, and subject to the supervision and
control of the State authorities or a substitute thereof empowered in this
behalf under the Applicable Laws.
20.2 Police assistance
For regulating the use of Project Highway in accordance with the Applicable
Laws and this Agreement, the Authority shall assist the Concessionaire in
procuring police assistance from the State Police Department. The police
assistance shall include setting up of a traffic aid post (the "Traffic Aid
Post") at each of the Toll Plazas.
20.3 Buildings for Traffic Aid Posts
The Concessionaire shall, in accordance with the type designs prescribed for
such police outpost buildings by the State Government construct buildings
not exceeding 25 (twenty five) square metres of plinth area, for each of the
Traffic Aid posts, and hand them over to the Authority no later than 60
(sixty) days. prior to the Scheduled Two-Laning Date. The Traffic Aid Posts
shall be deemed to be part of the Site and shall vest in the Authority.
ARTICLE 2 1
EMERGENCY MEDICAL AID
21.1 Medical Aid Posts
For providing emergency medical aid during the Operation Period, as set
forth in this Agreement, the Concessionaire shall assist the State Government
or a substitute thereof to be designated by the Authority in setting up and
operating a medical aid post (the "Medical Aid Post") at each of the Toll
Plazas
21.2 Deleted

ARTICLE 22
TRAFFIC CENSUS AND SAMPLING
22.1 Traffic census
The Concessionaire shall install, maintain and operate

electronic/computerisedtraffic counters at each of the Toll Plazas and collect
data relating to the number and types of vehicles using the Project Highway.
The Concessionaire shall also install, maintain and operate weighing
platforms (weigh-in-motion type) for recording, on a sample basis, the
weight of commercial goods vehicles using the Project Highway. A weekly
statement of such data shall be compiled and furnished forthwith by the
Concessionaire to the Authority substantially in the form specified in
Schedule-N.
22.2 Traffic survey
The Authority may require the Concessionaire to conduct, during each year
of the Concession Period, a detailed traffic survey at such frequency and on
such days as the Authority may specify, provided that the cumulative period
of such survey shall not exceed 14 (fourteen) days in a year. The
Concessionaire shall, at its own cost, cany out or cause to be carried out, the
survey in the form and manner reasonably specified by the Authority and
furnish a detailed report thereof within 15(fifleen) days of the completion of
each survey. For the avoidance of doubt, the Authority may also conduct
traffic surveys, in such manner as it deems fit and at its own cost, through
any agency designated by it for this purpose.
223 Traffic sampling
22.3.1 For determining the actual traffic on the Project Highway, the Authority shall
be entitled to inspect the relevant records of the Concessionaire, and may, at
its own cost, undertake traffic sampling substantially in the manner set forth
in Schedule-0 at such frequency as it may deem appropriate, but in no case
for less than a continuous period of 7 (seven) days. The Concessionaire shall
provide such assistance as the Authority may reasonably require for such
trafflc sampling.
22.3.2 If the traffic sampling pursuant to this Clause 22.3 demonstrates that the
actual traffic is more than the traffic reported by the Concessionaire, the
traffic determined by the traffic sampling shall be deemed to be the traffic
for purposes of this Agreement and in the event of any Dispute relating to the
traffic sampling, the Dispute Resolution Procedure shall apply. For the
avoidance of doubt, Realisable Fee for any comparable period shall be
calculated with reference to the traffic determined hereunder.
-
22.4 Computer systems and network
The Concessionaire shall install, operate and

with round-the-clock connections to the
Agra-Alrgarh NH-93 Highway 63

related entities for exchange of data and information useful or necessary for
efficient and transparent regulation and management of traffic. For this
purpose, it shall follow such protocol for Electronic Data Interchange (the
"EDI") as the Authority may specify. For the avoidance of doubt, it is agreed
that the form specified in Schedule-N may be modified by the Authority
from time to time for conforming to the requirements-and output of EDI.

ARTICLE 23
INDEPENDENT ENGINEER
23.1 Appointment of Independent Engineer
The Authority shall appoint a consulting engineering firm from a panel of 10

(ten) firms or bodies corporate, constituted by the Authority substantially in
accordance with the selection criteria set forth in Schedule-P, to be the
independent consultant under this Agreement (the "Independent
Engineer"). The appointment shall be made no later than 90 (ninety) days
from the date of this Agreement and shall be for a period of 3 (three) years.
On expiry or termination of the aforesaid period, the Authority may in its
discretion renew the appointment, or appoint another firm from a fresh panel
constituted pursuant to Schedule-P to be the Independent Engineer for a term
of 3 (three) years, and such procedure shall be repeated after expiry of each
appointment.
23.2 Duties and functions
23.2.1 The Independent Engineer shall discharge its duties and functions
substantially in accordance with the terms of reference set forth in Schedule-
Q.
23.2.2 The Independent Engineer shall submit regular periodic reports (at least once
every month) to the Authority in respect of its duties and functions set forth
in Schedule-Q.
23.3 Remuneration
The remuneration, cost and expenses of the Independent Engineer shall be

paid by the Authority and subject to the limits set forth in Schedule-P, one-
half of such remuneration, cost and expenses shall be reimbursed by the
Concessionaire to the Authority within 15 (fifteen) days of receiving a
statement of expenditure from the Authority.
23.4 Termination of appointment
23.4.1 The Authority may, in its discretion, terminate the appointment of the
Independent Engineer at any time, but only after appointment of another
Independent Engineer in accordance with Clause 23.1.
23.4.2 If the Concessionaire has reason to believe that the Independent Engineer is
not discharging its duties and hnctions in a fair, efficient and diligent
manner, it may make a written representation to the Authority and seek
termination of the appointment of the Independent Engineer. Upon receipt of
such representation, the Authority shall hold a tripartite meeting with the
Concessionaire and Independent Engineer for an amicable resolution of the
Dispute, and if any difference or disagreement between the Authority and the
Concessionaire remains unresolved, the
accordance with the Dispute Resolution
Agm-Al~garhNH-93 H~ghway
55
appointment of the Independent Engineer is terminated hereunder, the
Authority shall appoint forthwith another Independent Engineer in
accordance with Clause 23.1.
23.5 Authorised signatories
The Authority shall require the Independent Engineer to designate and notify
to the Authority and the Concessionaire up to 2 (two) persons employed in
its firm to sign for and on behalf of the Independent Engineer, and any
communication or document required to be signed by the Independent
Engineer shall be valid and effective only if signed by any of the designated
persons; provided that the Independent Engineer may, by notice in writing,
substitute any of the designated persons by any of its employees.
If either Party disputes any advice, instruction, decision, direction or award

of the Independent Engineer, or, as the case may be, the assertion or failure
to assert jurisdiction, the Dispute shall be resolved in accordance with the
Dispute Resolution Procedure.

Part IV
Financial Covenants
Agra-AligarbNH-93 Highway
ARTICLE 24
FINANCIAL CLOSE
24.1 Financial Close
24.1.1 The Concessionaire hereby agrees and undertakes that it shall achieve
Financial Close within 180 (one hundred and eighty) days from the date of
this Agreement and in the event of delay, it shall be entitled to a further
period not exceeding 120 (one hundred and twenty) days, subject to payment
of Damages to the Authority in a sum calculated at the rate of 0.1% (zero
point one per cent) of the Performance Security for each day of delay, or for
a further period not exceeding 200 (two hundred) days, subject to payment of
Damages specified in Clause 4.3; provided that the Damages specified herein
shall be payable every week in advance and the period beyond the said 180
(one hundred and eighty) days shall be granted only to the extent of
Damages so paid; provided further that no Damages shall be payable if such
delay in Financial Close has occurred solely as a result of any default or
delay by the Authority in procuring satisfaction of the Conditions Precedent
specified in Clause 4.1.2 or due to Force Majeure. For the avoidance of
doubt, the Damages payable hereunder by the Concessionaire shall be in
addition to the Damages, if any, due and payable under the provisions of
Clause 4.3.
24.1.2 The Concessionaire shall, upon occurrence of Financial Close, notify the
Authority forthwith, and shall have provided to the Authority, at least 2 (two)
days prior to Financial Close, 3 (three) true copies of the Financial Package
and the Financial Model, duly attested by a Director of the Concessionaire,
along with 3 (three) soft copies of the Financial Model in MS Excel version
or any substitute thereof, which is acceptable to the Senior Lenders.
24.2 Termination due to failure to achieve Financial Close
24.2.1 Notwithstanding anything to the contrary contained in this Agreement, but

subject to Clause 34.6.1, in the event that Financial Close does not occur, for
any reason whatsoever, within the period set forth in Clause 24.1.1 or the
extended period provided thereunder, all rights, privileges, claims and
entitlements of the Concessionaire under or arising out of this Agreement
shall be deemed to have been waived by, and to have ceased with the
concurrence of the Concessionaire, and the Concession Agreement shall be
deemed to have been terminated by mutual agreement of the Parties. For the
avoidance of doubt, it is agreed that in the event the Parties hereto have, by
mutual consent, determined the Appointed Date to precede the Financial
Close, the provisions of this Clause 24.2.1 shall not apply.
24.2.2 Upon Termination under Clause 24.2.1, the Authority shall be entitled to
encash the Bid Security and appropriate the proceeds thereof as Damages;
provided, however, that if Financial Close has not occurred solely as a result
of the Authority being in default of any of its obligations under Clause 4.2, it
shall, upon Termination, return the Bid
Damages due and payable under Clause
Agro-Al~garhNH-93 H~ghwoy 6g 69
e x p s s l y agreed that if the Bid Security shall have been substituted by
Performance Security, the Authority shall be entitled to encash therefrom an
amount equal to Bid Security.
Agm-Alizarh NH-93 Highway

ARTICLE 25
GRANT
25.1 Grant
25.1.1 The Authority agrees to provide to the Concessionaire cash st~pportby way
of an outright grant equal to the sum set forth in the Bid, namely, Rs. 49.50
Crores (Rupees Forty Nine Crores Fifty Lakhs Only), in accordance with the
provisions of this Article 25 (the "Grant").
25.1.2 The Grant shall be disbursed to the Concessionaire by way of Equity Support
in accordance with the provisions of Clause 25.2.
25.2 Equity Support
25.2.1 Subject to the conditions specified in this Clause 25.2, the Grant shall be
credited to the Escrow Account and shall be applied by the Concessionaire
for meeting the Total Project Cost (the "Equity Support").
25.2.2 The Equity Support shall not exceed the sum specified in the Bid and as
accepted by the Authority, but shall in no case be greater than twice the
Equity, and shall be further restricted to a sum not exceeding 40% (forty per
cent) of the Total Project Cost. For the avoidance of doubt, the Total Project
Cost to be reckoned for the purposes of this Clause 25.2.2 shall include
Equity Support.
25.2.3 Equity Support shall be due and payable to the Concessionaire after it has
expended the Equity, and shall be disbursed proportionately along with the
loan funds thereafter remaining to be disbursed by the Senior Lenders under
the Financing Agreements. The Authority shall disburse each tranche of the
Equity Support as and when due, but no later than 15 (fifteen) days of
receiving a request fiom the Concessionaire along with necessary particulars.
25.2.4 In the event of occurrence of a Concessionaire Default, disbursement of

Equity Support shall be suspended till such Concessionaire Default has been
cured by the Concessionaire.
25.3 Deleted

ARTICLE 26
CONCESSION FEE
26.1 Cogcession Fee
I n consideration of the grant of Concession, the Concessionaire shall pay to

the Authority by way of concession fee (the "Concession Fee") a sum of Re.
1 (Rupee one) per annum.
26.2 Deleted
26.3 Deleted
26.4 Deleted
26.5 Deleted

ARTICLE 27
USER FEE
27.1 Collection and appropriation of Fee
27.1.1 On and from the COD till the Transfer Date, the Concessionaire shall have
the sole and exclusive right to demand, collect and appropriate Fee from the
Users subject to and in accordance with this Agreement and the National
Highways Fee (Determination of Rates and Collection) Rules, 2008 (the
"Fee Rules"); provided that for ease of payment and collection, such Fee
shall be rounded off to the nearest 5 (five) rupees in accordance with the Fee
Rules; provided further that the Concessionaire may determine and collect
Fee at such lower rates as it may, by public notice to the Users, specify in
respect of all or any category of Users or vehicles.
27.1.2 The Parties acknowledge that a notification for levy and collection of Fee
shall be issued by the Government under Section 8A of the Act read with
Rule 3 of the National Highways Fee (Determination of Rates and
Collection) Rules, 2008 (the "Fee Notification") within 90 (ninety) days
hereof, substantially in the form set forth in Schedule-R.
27.1.3 The Concessionaire acknowledges and agrees that upon payment of Fee, any
User shall be entitled to use the Project Highway and the Concessionaire
shall not place, or cause to be placed, any restriction on such use, except to
the extent specified in any Applicable Law, Applicable Permit or the
provisions of this Agreement.
27.1.4 The Concessionaire acknowledges and agrees that any User who is not liable
for payment of the Fee shall be entitled to use the Project Highway without
any restrictions, except to the extent specified in any Applicable Law,
Applicable Permit or the provisions of this Agreement. For the avoidance of
doubt, the Concessionaire hereby acknowledges that Exempted Vehicles are
not liable to payment of Fee.
27.2 Revision of Fee
27.2.1 The Parties hereto acknowledge and agree that the Fee shall be revised
annually on April 1 subject to and in accordance with the provisions of the
Fee Rules; provided, however, that no revision shall be effected within a
period of 6 (six) months from the date of the preceding revision of Fee.
27.2.2The Concessionaire hereby acknowledges and agrees that it is not entitled to

any revision of Fee or other relief from the Authority or any Government
Instrumentality except in accordance with the express provisions of this
Agreement.
27.3 Exemption for Local Users
"ssionaire shall not collect any Fee

72
commercial use of the Project Highway, and shall issue a pass in respect
thereof for commuting on a section of the Project Highway as specified in
such pass and for crossing the Toll Plaza specified therein. For canying out
the provisions of this Clause 27.3, the Concessionaire shall formulate,
publish and implement an appropriate scheme, and make such modifications
to the scheme as may reasonably be suggested by the Authority or by Local
Users from time to time; provided that for defraying its expenses on issuing
of passes and handling of Local Users, the Concessionaire shall be entitled to
charge a monthly fee of Rs.150 (Rupees one hundred and fifty), with
reference to the base year 2007-08, to be revised annually in accordance with
the Fee Rules to reflect the variation in WPI, and then rounded off to the
nearest 5 (five) rupees; provided further that no passes will be required or
Fee collected from a vehicle that uses part of the Project Highway and does
not cross a Toll Plaza.
27.4 Discounted Fee for frequent Users
27.4.1 The Concessionaire shall, upon request from any person, issue a return pass
on payment of a sum equal to 150% (one hundred and fifty per cent) of the
Fee payable for the respective vehicle if it were to undertake a single one-
way trip on the Project Highway. Such return pass shall entitle the specified
vehicle to undertake a return journey within 24.(twenty four) hours from the
time of payment of Fee.
27.4.2 The Concessionaire shall, upon request from any person for issue of 50
(fifty) or more one-way toll tickets, issue such tickets at a discounted rate
equivalent to two-thirds of the Fee payable for the respective vehicle. Such
discounted tickets shall entitle the specified vehicle to commute on the
Project Highway by using one ticket for a single one-way trip at any time
during a period of one month from the date of payment of Fee.
27.5 Reappropriation of excess Fee
27.5.1 In the event that the average daily traffic of PCUs in any Accounting Year
shall have reached a level equivalent to 120% (one hundred and twenty
percent) of the designed capacity specified in Clause 29.2.3 (the 'Traff~c
Cap"), the Fee levied and collected from the traffic exceeding the Traffic
Cap shall, notwithstanding anything to the contrary contained in this
Agreement, be deemed to be due and payable to the Authority in accordance
with the provisions of Clause 27.5.2.
27.5.2 If traffic in any Accounting Year exceeds the Traffic Cap, the
Concessionaire shall be entitled to collect and appropriate the Realisable Fee
for traffic not exceeding the Trafflc Cap and for all traffic exceeding the
Traffic Cap, the Concessionaire shall collect and deposit the same into the
Safety Fund within 60 (sixty) days of the close of the relevant Accounting
Year; provided that the balance remaining in respect of the excess traffic of
the last Accounting Year of the Concession Period shall be credited to the
Safety Fund within 30 (thirty) days of the Transfer Date.
Agra-Aligwh NH-93 Highway

27.6 Tolling Contractor
The Concessionaire may appoint a Tolling cbntractor or any other person to

collect the Fee for and on behalf of the Concessionaire, provided that
notwithstanding such appointment, the Concessionaire shall be and remain
solely liable and responsible for the collection of Fee in accordance with this
Agreement and its deposit into the Escrow Account and for compliance with
the provisions of this ~greement.
27.7 Fee collection points
Fee shall ordinarily be collected at the Toll Plazas from vehicles crossing the
Toll Plazas and using the whole or part of the Project Highway; provided
that for preventing evasion of Fee by any vehicle circumventing one or both
of the Toll Plazas and using the whole or part of the Project Highway located
between such Toll Plazas, the Concessionaire shall be entitled to set up at its
own risk and cost, and in consultation with the Independent Engineer, its
temporary or permanent Fee collection booths, as may reasonably be
necessary for preventing such evasion. For the avoidance of doubt, the
Concessionaire hereby acknowledges and agrees that it shall not determine
or collect Fee fiom Users who only use part of the Project Highway which is
situated between the two Toll Plazas OR only use part of the Project
Highway situated on any one side of the Toll Plaza. It is further
acknowledged and agreed that the restrictions hereunder shall not extend
beyond a distance of 10 (ten) kilometres from the Toll Plazas and the
provisions of this Clause 27.7 shall be so enforced as to minimise
inconvenience to Users who are not liable to payment of Fee.
27.8 Additional charge for evasion of Fee
In the event that any vehicle uses the Project Highway without payment of
Fee due, the Concessionaire shall be entitled to determine and collect from
such vehicle the Fee due and an equivalent amount towards predetermined
liquidated damages for unauthorised use of the Project Highway; provided
that the determination and collection of such liquidated damages shall be at
the risk and cost of the Concessionaire and the Authority shall not in any
manner be liable on account thereof; provided that upon failure of the driver
of such vehicle to pay Fee, the Concessionaire may prevent such vehicle
from using the Project Highway and may have such vehicle removed
therefrom.
27.9 Additional fee for overloaded vehicles
Without prejudice to the liability incurred under the Applicable Laws by any
person driving a vehicle that is loaded in excess of the permissible limit set
forth in such laws, the Concessionaire may recover Fee for such overloaded
vehicle at the rate applicable to the next higher category of vehicles.
Provided that such Fee shall be levied on the basis of actual Gross Vehicle
Weight as measured by a standardised static weighing machine to be
installed by the concessionaire at each of the Toll
Agra-Aiigarh NH-93 Highway

74
weighing machine has been installed, the Concessionaire shall not be entitled
to collect Fee for the next higher category of vehicles.
Provided fiuther that upon detection of overloading, the Concessionaire shall

prevent the vehicle from using the Project Highway until the excess load has
been removed from such vehicle and the Authority shall not be liable for any
act of omission of the Concessionaire in relation to such vehicle or person
driving such vehicle.
27.10 Display of Fee rates
27.10.1 The Concessionaire shall, one kilometre before the Toll Plaza, 500 (five
hundred) metres before the Toll Plaza and 50 (fifty) metres before entry to
the Toll Plazas, prominently display the applicable rates of Fee for
information of Users approaching the Toll Plaza and shall also publish and
display such other information in such manner as may be prescribed under
the Fee Rules.
27.10.2 The Concessionaire shall, from time to time, inform the Authority of the
applicable Fee and the detailed calculation thereof. Such information shall be
communicated at least 15 (fifteen) days prior to the revision of Fee under and
in accordance with the Fee Rules.
27.10.3 The Concessionaire shall not revise, display or collect any amounts in
excess of the rates of Fee payable under the Fee Rules. In the event any
excess amounts are collected by or on behalf of the Concessionaire, it shall,
upon receiving a notice to this effect from the Authority, rehnd such excess
amounts to the Authority along with Damages equal to 25% (twenty five
percent) thereof.
ARTICLE 28
REVENUE SHORTFALL LOAN
28.1 Revenue Shortfall Loan
28.1.1 If the ~ialisableFee in any Accounting Year shall fall short of the
Subsistence Revenue as a result of an Indirect Political Event, a Political
Event or an Authority Default, as the case may be, the Authority shall, upon
request of the Concessionaire, provide a loan for meeting such shortfall (the
"Revenue Shortfall Loan") at an interest rate equal to 2% (two per cent)
above the Bank Rate.
28.1.2 If the half-yearly results of the Concessionaire indicate that the shortfall
referred to in Clause 28.1.1 and contemplated for an Accounting Year has
arisen in respect of the first 6 (six) months thereof, the Concessionaire shall
be entitled to a provisional Revenue Shortfall Loan; provided that, no later
than 60 (sixty) days after the close of such Accounting Year, the
Concessionaire shall either repay the provisional loan with interest or adjust
it against the Revenue Shortfall Loan, if any, as may be due to it under this
Clause 28.1.
28.1.3 The Authority shall disburse the Revenue Shortfall Loan or the provisional
Revenue Shortfall Loan, as the case may be, within 30 (thirty) days of
receiving a valid request from the Concessionaire along with the particulars
thereof including a detailed account of the Indirect Political Event, Political
Event or the Authority Default, as the case may be, and its impact on the
collection of Fee.
28.2 Repayment of Revenue Shortfall Loan
A sum equal to 50% (fifty per cent) of the 'profit before tax' of the
Concessionaire, as and when made, shall be earmarked for repayment of the
Revenue Shortfall Loan and interest thereon, and paid by the Concessionaire
to the Authority within 90 (ninety) days of the close of the Accounting Year
in which such profits have been made; provided that the Concessionaire shall
repay the entire Revenue Shortfall Loan and interest thereon no later than
one year prior to the expiry of the Concession Period and in the event that
any sum remains due or outstanding at any time during such period of one
year, the Authority shall be entitled to terminate this Agreement forthwith.
For the avoidance of doubt, it is agreed that the repayment of Revenue
Shortfall Loan shall be in accordance with and subject to the provisions of
Article 3 1.
ARTICLE 29
EFFECT OF VARIATIONS IN TRAFFIC GROWTH
29.1 Effect of variations in traffic growth
29.1.1 The Authority and the Concessionaire acknowledge that the traffic as on July
1, 2022 (the "Target Date") is estimated to be 18107 PCUs per day (the
"Target Traff~c"),and hereby agree that for determining the modifications
to the Concession Period under this Article 29, the actual traff~con the
Target Date shall be derived by computing the average of the traffic as
determined by traffic sampling to be undertaken, in accordance with Clause
22.3, on the date that falls one year prior to the Target Date, on the Target
Date and on the first anniversary of the Target Date (the "Actual Average
Traffd'). For the avoidance of doubt, it is agreed that traffic sampling shall
be undertaken for a continuous period of 7 (seven) days during anytime
within 15 (fifteen) days prior to the date specified herein and the average
thereof shall be deemed to be the actual traffic. It is further agreed that if the
Project Highway shall have two or more Toll Plazas, the average traffic
thereof shall be computed for determining the Actual Average Traffic
hereunder.
29.1.2 In the event that the Actual Average Traffic shall have fallen short of the
Target Traffic by more than 2.5% (two point five per cent) thereof or
exceeded the Target Trafflc by more than 2.5% (two point five per cent)
thereof, the Concession Period shall be deemed to be modified in accordance
with Clause 29.2. For the avoidance of doubt, in the event of any Dispute
relating to Actual Average Traffic, the Dispute Resolution Procedure shall
apply-
29.2 Modification in the Concession Period
29.2.1 Subject to the provisions of Clause 29.1.2, in the event Actual Average
Traffic shall have fallen short of the Target Traffic, then for every 1% (one
per cent) shortfall as compared to the Target Trafflc, the Concession Period
shall, subject to payment of Concession Fee in accordance with this
Agreement, be increased by 1.5% (one point five per cent) thereof; provided
that such increase in Concession Period shall not in any case exceed 20%
(twenty per cent) of the Concession Period. For the avoidance of doubt, and
by way of illustration, it is agreed that in the event of a shortfall of 10.6%
(ten point six per cent) in Target Traffic, the Concession Period shall be
increased by 15% (fifteen per cent) thereof.
29.2.2 Subject to the provisions of Clause 29.1.2, in the event Actual Average
Traffic shall have exceeded the Target Trafflc, then for every 1% (one per
cent) excess as compared to the Target Traffic, the Concession Period shall
be reduced by 0.75% (zero point seven five per cent) thereof; provided that
such reduction in Concession Period shall not in any case exceed 10% (ten
per cent) thereof. For the avoidance of doubt an
- L.
agreed that in the event of an excess of 8.7% (eig
Agra-Aligarh NH-93 Highway 77

Target Traffic, the Concession Period shall be reduced by 6% (six per cent)
thereof:
Provided further that in lieu of a reduction in Concession Period under this

Clause 29.2.2, the Concessionaire may elect to pay, in addition to the
Concession Fee that would be due and payable if the Concession Period were
not reduced hereunder, a firther premium equal to 25% (twenty five per
cent) of the Realisable Fee in the respective year(s), and upon notice given to
this effect by the Concessionaire no later than 2 (two) years prior to the
Transfer Date contemplated under this Clause 29.2.2, the Authority shall
waive the reduction in Concession Period hereunder and recover the
Concession Fee and the aforesaid premium for the period waived hereunder.
29.2.3 Notwithstanding anything to the contrary contained in this Agreement, if the

average daily traffic of PCUs in any Accounting Year shall exceed the
designed capacity of the Project Highway,, the authority at it's option may
cause preparation of a detailed project report (DPR). The said DPR, inter-alia
will assess the cost as may have to be incurred for augmenting the capacity
of the project highway such that its capacity shall have increased suff~ciently
for carrying the then current traffic in accordance with the corresponding
provisions of the Indian Road Congress publication no. IRC -:64, -1990 or
any substitute thereof and extension of concession period, if any, that may be
required to yield the concessionai~a post-tax return on equity (Equity IRR)
of 16% per annum, such assessment being made at an assumed debt:equity
ratio of 70:30. Such extension of Concession period shall be however limited
to 5 (five) years. For avoidance of doubt it is stated that there shall be no
reduction in the concession period as originally accepted. The authority may
thereafter, at their sole option, issue a notice to the Concessionaire, (to be
responded within a period of three months from the date of such notice), to
undertake within six months of such notice, augmentation so determined by
the authority. On refusal or non-acceptance by the Concessionaire to
undertake such augmentation, either absolutely or on such extension of
concession period as assessed under the DPR, or on the failure of the
Concessionaire to undertake such augmentation on the due date so intimated
by the authority, an indirect political event shall be deemed to have occurred
and the authority may in it's discretion terminate this agreement by issuing a
termination notice and making a termination payment under and in
accordance with the provisions of clause 34.9.2; without the authority being
liable to issue any further notice under this provision.
For the avoidance of doubt, the Parties agree that an average daily traffic of
25000 PCUs shall be deemed to be the designed capacity of the Two-Lane
with paved shoulder Project Highway.
29.2.4 If the Concessionaire shall have, prior to issue of a Termination Notice under
Clause 29.2.3, completed the construction works necessary for augmenting
the cqpacity of the Project Highway such that its capacity shall have
increased sufficiently for canying the then current traffic in accordance with
the relevant provisions of the Indian Roads Congress Publication No. IRC -
64, 1990 or any substitute thereof, the Indirect Politica
Clause 29.2.3 shall be deemed to have been cured.
Am-Aligarh NH-93 Highway 78

ARTICLE 30
CONSTRUCTION OF ADDITIONAL TOLLWAY
30.1 Restriction on construction of Additional Tollway
30.1.1 Notwithstanding anything to the contrary contained in this Agreement but

subject always to Clause 30.2, the Authority shall not construct, and shall
procure that no Government Instrumentality shall construct or cause to be
constructed, any expressway or other toll road between, inter alia, Agra and
Aligarh i.e. km 0.000 and km 79.000 on National Highway No. 93
(collectively the "Additional Tollway") for use by traffic at any time before
the 1 1th (eleventh) anniversary of the Appointed Date. For the avoidance of
doubt, Additional Tollway does not include any expressway or other toll
road connecting, inter alia, Agra and Aligarh i.e. km 0.000 and km 79.000 on
National Highway No. 93 if the length of such expressway or toll road
exceeds the length of the existing route comprising the Project Highway by
20% (twenty per cent) thereof.
30.1.2 If the Authority shall be in breach of the provisions of Clause 30.1.l, the
Concessionaire shall, without prejudice to its other rights and remedies under
this Agreement including Termination thereof, be entitled to receive
compensation from the Authority under and in accordance with the
provisions of Clause 35.4.
30.2 Modification in the Concession Period
In the event of the Authority or any Government Instrumentality constructing

or causing construction of any Additional Tollway, the following shall apply:
(a) if the Additional Tollway is opened to traffic between thk 1lth

(eleventh) and 15th (fifleenth) anniversary of the Appointed Date, the
Concessionaire shall be entitled to an additional Concession Period,
which shall be equal in duration to the period between the opening of
the Additional Tollway and the 15th (fifteenth) anniversary. For the
avoidance of doubt, if the Additional Tollway is opened on the 12th
(twelfth) anniversary, the Concession Period shall be deemed to be
18 (eighteenth) years; and
(b) if the Concession Period is to be increased in accordance with the

provisions of this Clause 30.2, the same shall be added to the
Concession Period due to the Concessionaire under and in
accordance with all other provisions of this Agreement, save and
except the provisions relating to Termination.
30.3 Minimum Fee for thd Project Highway
Upon commissioning of the Additional Tollway, the Concessionaire shall

continue to collect the Fee, and shall not offer any discounts or reductions in
such Fee except with the prior written consent of the Authority; provided that -
the concessionaire may continue, in the same form and k
-.y
discounts or reductions that it had offered to any general or special class of
Users or vehicles for a continuous period of three years prior to the opening
of the Additional Tollway to traffic.
30.4 Minimum Fee for Additional Tollway
The Authority agrees and undertakes to procure that the fee to be levied and
collected during the subsistence of this Concession from any vehicle or class
of vehicles using the Additional Tollway shall at no time be less than 25%
(twenty five percent) higher than the Fee levied and collected from similar
vehicles using the Project Highway.
ARTICLE 3 1
ESCROW ACCOUNT
31.1 Escrow Account
3 1.1.1 The Concessionaire shall, prior to the Appointed Date, open and establish an
Escrow Account with a Bank (the "Escrow Bank") in accordance with this
Agreement read with the Escrow Agreement.
31.1.2 The nature and scope of the Escrow Account are filly described in the
agreement (the "Escrow Agreement") to be entered into amongst the
Concessionaire, the Authority, the Escrow Bank and the Senior Lenders
through the Lenders' Representative, which shall be substantially in the form
set forth in Schedule-S.
31.2 Deposits into Escrow Account
The Concessionaire shall deposit or cause to be deposited the following

inflows and receipts into the Escrow Account:
(a) all h d s constituting the Financial Package;
(b) all Fee and any other revenues from or in respect of the Project
Highway, including the proceeds of any rentals, deposits, capital
receipts or insurance claims; and
(c) all payments by the Authority, after deduction of any outstanding

Concession Fee:
Provided that the Senior Lenders may make direct disbursements to the EPC
Contractor in accordance with the express provisions contained in this behalf
in the Financing Agreements.
313 Withdrawals during Concession Period
31.3.1 The Concessionaire shall, at the time of opening the Escrow Account, give
irrevocable instructions, by way of an Escrow Agreement, to the Escrow
Bank instructing, inter alia, that deposits in the Escrow Account shall be
appropriated in the following order every month, or at shorter intervals as
necessary, and if not due in a month then appropriated proportionately in
such month and retained in the Escrow Account and paid out therefrom in
the month when due:
(a) all taxes due and payable by the Concessionaire for and in respect of
(b) all payments relating to construction of the Project Highway, subject

to and in accordance with the conditions, if any, - . set forth in the
Financing Agreements; A
8 .i
(c) O&M Expenses, subject to the ceiling, if any, set forth in the
Financing Agreements;
(d) O&M Expenses and other costs and expenses incurred by the
Authority in accordance with the provisions of this Agreement, and
certified by the Authority as due and payable to it;
(e) Concession Fee due and payable to the Authority;
(f) monthly proportionate provision of Debt Service due in an

Accounting Year;
(g) all payments and Damages certified by the Authority as due and
payable to it by the Concessionaire, including repayment of Revenue
Shortfall Loan:
(h) monthly proportionate provision of debt service payments due in an

Accounting Year in respect of Subordinated Debt;
L (i) any reserve requirements set forth in the Financing Agreements; and
0) balance, if any, in accordance with the instructions of the

Concessionaire.
31.3.2 The Concessionaire shall not in any manner modify the order of payment
specified in Clause 3 1.3.1, except with the prior written approval of the
Authority.
31.4 Withdrawals upon Termination
3 1.4.1 Notwithstanding anything to the contrary contained in this Agreement, all

amounts standing to the credit of the Escrow Account shall, upon
Termination, be appropriated in the following order:
(b) 90% (ninety per cent) of Debt Due excluding Subordinated Debt;
(c) outstanding Concession Fee;
(d) all payments and Damages certified by the Authority as due and
payable to it by the Concessionaire, including repayment of Revenue
Shortfall Loan;
(e) retention and payments relating to the liability for defects and
deficiencies set forth in Article 39;
(f) outstanding Debt Service including the balance of Debt Due;
- (g) outstanding Subordinated Debt;
Agra-Aligarh NH-93 Hzghway

(h) incurred or accrued O&M Expenses;
(i) any other payments required to be made under this Agreement; and
(j) balance, if any, in accordance with the instructions of the

Concessionaire:
Provided that no appropriations shall be made under Sub-clause (j) of this

Clause 3 1.4.1 until a Vesting Certificate has been issued by the Authority
under the provisions of Article 38.
3 1.4.2 The provisions of this Article 3 1 and the instructions contained in the Escrow
Agreement shall remain in 1 1 1 force and effect until the obligations set forth
in Clause 3 1.4.1 have been discharged.

ARTICLE 32
INSURANCE
32.1 Insurance during Concession Period
The Concessionaire shall effect and maintain at its own cost, during the
Construction Period and the Operation Period, such insurances for such
maximum sums as may be required under the Financing Agreements, and the
Applicable Laws, and such insurances as may be necessary or prudent in
accordance with Good Industry Practice. The Concessionaire shall also effect
and maintain such insurances as may be necessary for mitigating the risks
that may devolve on the Authority as a consequence of any act or omission
of the Concessionaire during the Construction Period. The Concessionaire
shall procure that in each insurance policy, the Authority shall be a co-
insured and that the insurer shall pay the proceeds of insurance into the
Escrow Account. For the avoidance of doubt, the level of insurance to be
maintained by the Concessionaire after repayment of Senior Lenders' dues in
full shall be determined on the same principles as applicable for determining
the level of insurance prior to such repayment of Senior Lenders' dues.
32.2 Notice to the Authority
No' later than 45 (forty-five) days prior to commencement of the

Construction Period or the Operation Period, as the case may be, the
Concessionaire shall by notice furnish to the Authority, in reasonable detail,
information in respect of the insurances that it proposes to effect and
maintain in accordance with this Article 32. Within 30 (thirty) days of
receipt of such notice, the Authority may require the Concessionaire to effect
and maintain such other insurances as may be necessary pursuant hereto, and
in the event of any difference or disagreement relating to any such insurance,
the Dispute Resolution Procedure shall apply.
h
32.3 Evidence of Insurance Cover
All insurances obtained by the Concessionaire in accordance with this

Article 32 shall be maintained with insurers on terms consistent with Good
Industry Practice. Within 15 (fifteen) days of obtaining any insurance cover,
the Concessionaire shall furnish to the Authority, notarised true copies of the
certificate(s) of insurance, copies of insurance policies and premia payment
receipts in respect of such insurance, and no such insurance shall be
cancelled, modified, or allowed to expire or lapse until the expiration of at
least 45 (forty five) days after notice of such proposed cancellation,
modification or non-renewal has been delivered by the Concessionaire to the
Authority.
32.4 Remedy for failure to insure
If the Concessionaire shall fail to effect and keep in force all insurances for
which it is responsible pursuant hereto, the Authori

84
either keep in force any such insurances, and pay such premia and recover
the costs thereof from the Concessionaire, or in the event of computation of a
Termination Payment, treat an amount equal to the Insurance Cover as
deemed to have been received by the Concessionaire.
32.5 Waiver of subrogation
All insurance policies in respect of the insurance obtained by the

Concessionaire pursuant to this Article 32 shall include a waiver of any and
all rights of subrogation or recovery of the insurers thereunder against, inter
alia, the Authority, and its assigns, successors, undertakings and their
subsidiaries, affiliates, employees, insurers and underwriters, and of any
right of the insurers to any set-off or counterclaim or any other deduction,
whether by attachment or otherwise, in respect of any liability of any such
person insured under any such policy or in any way connected with any loss,
liability or obligation covered by such policies of insurance.
32.6 Concessionaire's waiver
The Concessionaire hereby further releases, assigns and waives any and all
rights of subrogation or recovery against, inter alia, the Authority and its
assigns, undertakings and their subsidiaries, affiliates, employees,
successors, insurers and underwriters, which the Concessionaire may
otherwise have or acquire in or from or in any way connected with any loss,
liability or obligation covered by policies of insurance maintained or
required to be maintained by the Concessionaire pursuant to this Agreement
(other than third party liability insurance policies) or because of deductible
clauses in or inadequacy of limits of any such policies of insurance.
32.7 Application of insurance proceeds
The proceeds from all insurance claims, except life and injury, shall be paid
to the Concessionaire by credit to the Escrow Account and it shall,
notwithstanding anything to the contrary contained in Clause 31.3, apply
such proceeds for any necessary repair, reconstruction, reinstatement,
replacement, improvement, delivery or installation of the Project Highway,
and the balance remaining, if any, shall be applied in accordance with the
provisions contained in this behalf in the Financing Agreements.
ARTICLE 33
ACCOUNTS AND AUDIT
33.1 Audited accounts
33.1.1 The Concessionaire shall maintain books of accounts recording ill its
receipts (including all Realisable Fees and other revenues derived/collected
by it from or on account of the Project Highway and/or its use), income,
expenditure, payments (including payments from the Escrow Account),
assets and liabilities, in accordance with this Agreement, Good Industry
Practice, Applicable Laws and Applicable Permits. The Concessionaire shall
provide 2 (two) copies of its Balance Sheet, Cash Flow Statement and Profit
and Loss Account, along with a report thereon by its Statutory Auditors,
within 90 (ninety) days of the close of the Accounting Year to which they
pertain and such audited accounts, save and except where expressly provided
to the contrary, shall form the basis of payments by either Party under this
Agreement. The Authority shall have the right to inspect the records of the
Concessionaire during office hours and require copies of relevant extracts of
books of accounts, duly certified by the Statutory Auditors, to be provided to
the Authority for verification of basis of payments, and in the event of any
discrepancy or error being found, the same shall be rectified and such
rectified account shall form the basis of payments by either Party under this
Agreement.
33.1.2 The Concessionaire shall, within 30 (thirty) days of the close of each quarter
of an Accounting Year, furnish to the Authority its unaudited financial
results in respect of the preceding quarter, in the manner and form prescribed
by the Securities and Exchange Board of India for publication of quarterly
results by the companies listed on a stock exchange.
33.1.3 On or before the thirty-first day of May each Year, the Concessionaire shall
provide to the Authority, for the preceding Accounting Year, a statement
duly audited by its Statutory Auditors giving summarised information on (a)
the traffic count for each category of vehicles using the Project Highway and
liable for payment of Fee therefore, (b) Fee charged and received, Realisable
Fee and other revenues derived from the Project Highway, and (c) such other
information as the Authority may reasonably require.
33.2 Appointment of auditors
33.2.1 The Concessionaire shall appoint, and have during the subsistence of this
Agreement as its Statutory Auditors, a firm chosen by it from the mutually
agreed list of 10 (ten) reputable firms of chartered accountants (the "Panel of
Chartered Accountants"), such list to be prepared substantially in
accordance with the criteria set forth in Schedule-T. All fees and expenses of
the Statutory Auditors shall be borne by the Concessionaire.
-
33.2.2 The Concessionaire may terminate the appointment of its Statutory Audit
after a notice of 45 (forty five) days
~ g m - ~ l i k a NH-93
rh Highway
replacement Statutory Auditors being appointed from the Panel of Chartered
Accountants.

Authority shall have the right, but not the obligation, to appoint at its cost
from time to time and at anytime, another firm (the "Additional Auditors")
fiom the Panel of Chartered Accountants to audit and verify all those
matters, expenses, costs, realisations and things which the Statutory Auditors
are required to do, undertake or certify pursuant to this Agreement.
33.2.4 In the event that the Grant exceeds 20% (twenty per cent) of the Total
Project Cost, the Authority shall have the right, but not the obligation, to
appoint at its wst, for the duration of the Construction Period, another firm
(the "Concurrent Auditors") from the Panel of Chartered Accountants to
undertake concurrent audit of the Concessionaire's accounts.
33.3 Certification of claims by Statutory Auditors
Any claim or document provided by the Concessionaire to the Authority in

connection with or relating to receipts, income, payments, costs, expenses,
accounts or audit, and any matter incidental thereto shall be valid and
effective only if certified by its Statutory Auditors. For the avoidance of
doubt, such certification shall not be required for exchange of information in
the normal course of business including the submission of Monthly Fee
Statements under Clause 19.5.
In the event any amount is due and payable by the Authority to the
Concessionaire, it may set-off any sums payable to it by the Concessionaire
and pay the balance remaining. Any exercise by the Authority of its rights
under this Clause shall be without prejudice to any other rights or remedies
available to it under this Agreement or otherwise.
In the event of there being any difference between the findings of the
Additional Auditors or the Concurrent Auditors, as the case may be, and the
certification provided by the Statutory Auditors, such Auditors shall meet to
resolve the differences and if they are unable to resolve the same, such
Dispute shall be resolved by the Authority by recourse to the Dispute
Resolution Procedure.

Part V
Force Majeure and Termination

ARTICLE 34
FORCE MAJEURE
34.1 Force Majeure
As used in this Agreement, the expression "Force Majeure" or "Force

Majeure Event" shall mean occurrence in India of any or all of Non-
Political Event, Indirect Political Event and Political Event, as defined in
Clauses 34.2, 34.3 and 34.4 respectively, if it affects the performance by the
Party claiming the benefit of Force Majeure (the "Affected Party") of its
. obligations under this Agreement and which act or event (i) is beyond the
reasonable control of the Affected Party, and (ii) the Affected Party could
not have prevented or overcome by exercise of due diligence and following
Good Industry Practice, and (iii) has Material Adverse Effect on the Affected
Party.
34.2 Non-Political Event
A Non-Political Event shall mean one or more of the following acts or

events:
(a) act of God, epidemic, extremely adverse weather conditions,

lightning, earthquake, landslide, cyclone, flood, volcanic eruption,
chemical or radioactive contamination or ionising radiation, fire or
explosion (to the extent of contamination or radiation or fire or
explosion originating from a source external to the Site);
(b) strikes or boycotts (other than those involving the Concessionaire,

Contractors or their respective employees/representatives, or
attributable to any act or omission of any of them) interrupting
supplies and services to the Project Highway for a continuous period
of 24 (twenty four) hours and an aggregate period exceeding 7
(seven) days in an Accounting Year, and not being an Indirect
Political Event set forth in Clause 34.3;
(c) any failure or delay of a Contractor but only to the extent caused by
another Non-Political Event and which does not result in any
offsetting compensation being payable to the Concessionaire by or on
behalf of such Contractor;
(d) any judgement or order of any court of competent jurisdiction or

statutory authority made against the Concessionaire in any
proceedings for reasons other than (i) failure of the Concessionaire to
comply with any Applicable Law or Applicable Permit, or (ii) on
account of breach of any Applicable Law or Applicable-Permit or of
any contract, or (iii) enforcement of this Agreement, or (iv) exercise
of any of its rights under this Agreement by the Authority;
(e) the discovery of geological conditions,
Am-Al~garhNH-93 Highway
89 A
archaeological remains on the Site that could not reasonably have
been expected to be discovered through a site inspection; or
(f) any event or circumstances of a nature analogous to any of the

foregoing.
34.3 Indirect Political Event
An Indirect Political Event shall mean one or more of the following acts or
events:
(a) an act of war (whether declared or undeclared), invasion, armed

conflict or act of foreign enemy, blockade, embargo, riot,
insurrection, terrorist or military action, civil commotion or
politically motivated sabotage;
(b) industry-wide or State-wide strikes or industrial action for a

continuous period of 24 (twenty four) hours and exceeding an
aggregate period of 7 (seven) days in an Accounting Year;
(c) any civil commotion, boycott or political agitation which prevents

collection of Fee by the Concessionaire for an aggregate period
exceeding 7 (seven) days in an Accounting Year;
(d) any failure or delay of a Contractor to the extent caused by any

Indirect Political Event and which does not result in any offsetting
compensation being payable to the Concessionaire by or on behalf of
such Contractor;
(e) any Indirect Political Event that causes a Non-Political Event; or
(t) any event or circumstances of a nature analogous to any of the

foregoing.
34.4 Political Event
A Political Event shall mean one or more of the following acts or events by
or on account of any Government Instrumentality:
(a) Change in Law, only if consequences thereof cannot be dealt with

under and in accordance with the provisions of Article 41 and its
effect, in financial terms, exceeds the sum specified in Clause 41.1;
(b) compulsory acquisition in national interest or expropriation of any

Project Assets or rights of the Concessionaire or of the Contractors;
(c) u n l a h l or unauthorised or without jurisdiction revocation of, or

refusal to renew or grant without valid cause, any clearance, licence,
permit, authorisation, no objection certificate, consent, approval or
exemption required by the Concessionaire or any of the Contractors A
to perform their respective obligations under
Project Agreements; provided that such dela

9 (1
refusal or revocation did not result from the Concessionaire's or any
Contractor's inability or failure to comply with any condition relating
to grant, maintenance or renewal of such clearance, licence,
authorisation, no objection certificate, exemption, consent, approval
or permit;
(d) any failure or delay of a Contractor but only to the extent caused by
another Political Event and which does not result in any offsetting
compensation being payable to the Concessionaire by or on behalf of
such Contractor; or
(e) any eveit or circumstance of a nature analogous to any of the

foregoing. - .
34.5 Duty to report Force Majeure Event

34.5.1 Upon occurrence of a Force Majeure Event, the Affected Party shall by
notice report such occurrence to the other Party forthwith. Any notice
pursuant hereto shall include f i l l particulars of:
(a) the nature and extent of each Force Majeure Event which is the
subject of any claim for relief under this Article 34 with evidence in
support thereof;
(b) the estimated duration and the effect or probable effect which such
Force Majeure Event is having or will have on the Affected Party's
performance of its obligations under this Agreement;
(c) the measures which the Affected Party is taking or proposes to take
for alleviating the impact of such Force Majeure Event; and
(d) any other information relevant to the Affected Party's claim.
34.5.2 The Affected Party shall not be entitled to any relief for or in respect of a
Force Majeure Event unless it shall have notified the other Party of the
occurrence of the Force Majeure Event as soon as reasonably practicable,
and in any event no later than 7 (seven) days after the Affected Party knew,
or ought reasonably to have known, of its occurrence, and shall have given
particulars of the probable material effect that the Force Majeure Event is
likely to have on the performance of its obligations under this Agreement.
34.5.3 For so long as the Affected Party continues to claim to be materially affected
by such Force Majeure Event, it shall provide the other Party with regular
(and not less than weekly) reports containing information as required by
Clause 34.5.1, and such other information as the other Party may reasonably
request the Affected Party to provide.
34.6 Effect of Force Majeure Event on the Concession
34.6.1 Upon the occurrence of any Force Majeure Event prior to the Appointed
Date, the period set forth in Clause 24.1.1 for achievi
be extended by a period equal in length to the duratio
Agra-Alignrh NH-93 Highway .

9
Event.
34.6.2 At any time after the Appointed Date, if any Force Majeure Event occurs:
(a) before COD, the Concession Period and the dates set forth in the
Project Completion Schedule shall be extended by a period equal in
length to the duration fir which such Force Majeure Event subsists;
or
(b) after COD, whereupon the Concessionaire is unable to collect Fee

despite making best efforts or it is directed by the Authority to
suspend the collection thereof during the subsistence of such Force
Majeure Event, the Concession Period shall be extended by a period,
equal in length to the period during which the Concessionaire was
prevented from collection of Fee on account thereof; provided that in
the event of partial collection of Fee where the daily collection is less
than 90% (ninety per cent) of the Average Daily Fee, the Authority
shall extend the Concession Period in proportion to the loss of Fee on
a daily basis. For the avoidance of doubt, loss of 25% (twenty-five
per cent) in collection of Fee as compared to the Average Daily Fee
for four days shall entitle the Concessionaire to extension of one day
in the Concession Period.
34.7 Allocation of costs arising out of Force Majeure
34.7.1 Upon occurrence of any Force Majeure Event prior to the Appointed Date,
the Parties shall bear their respective costs and no Party shall be required to
pay to the other Party any costs thereof.
34.7.2 Upon occurrence of a Force Majeure Event after the Appointed Date, the
costs incurred and attributable to such event and directly relating to the
Project (the "Force Majeure Costs") shall be allocated and paid as follows:
(a) upon occurrence of a Non-Political Event, the Parties shall bear their
respective Force Majeure Costs and neither Party shall be required to
pay to the other Party any costs thereof;
(b) upon occurrence of an Indirect Political Event, all Force Majeure

Costs attributable to such Indirect Political Event, and not exceeding
the Insurance Cover for such Indirect Political Event, shall be borne
by the Concessionaire, and to the extent Force Majeure Costs exceed
such Insurance Cover, one half of such excess amount shall be
reimbursed by the Authority to the Concessionaire; and
(c) upon occurrence of a Political Event, all Force Majeure Costs

attributable to such Political Event shall be reimbursed by the
Authority to the Concessionaire.
For the avoidance of doubt, Force Majeure Costs may include interest
payments on debt, O&M Expenses, any increase in the cost of Construct' -
Works on account of inflation and all other costs directly attributable to
92
C
Force Majeure Event, but shall not include loss of Fee revenues or debt
repayment obligations, and for determining such costs, information
contained in the Financial Package may be relied upon to the extent that such
information is relevant.
34.7.3 Save and except as expressly provided in this Article 34, neither Party shall
be liable in any manner whatsoever to the other Party in respect of any loss,
damage, cost, expense, claims, demands and proceedings relating to or
arising out of occurrence or existence of any Force Majeure Event or
exercise of any right pursuant hereto.
34.8 Termination Notice for Force Majeure Event
If a Force Majeure Event subsists for a period of 180 (one hundred and
eighty) days or more within a continuous period of 365 (three hundred and
sixty five) days, either Party may in its discretion terminate this Agreement
by issuing a Termination Notice to the other Party without being liable in
any manner whatsoever, save as provided in this Article 34, and upon issue
of such Termination Notice, this Agreement shall, notwithstanding anything
to the contrary contained herein, stand terminated forthwith; provided that
before issuing such Termination Notice, the Party intending to issue the
Termination Notice shall inform the other Party of such intention and grant
15 (fifteen) days time to make a representation, and may after the expiry of
such 15 (fifteen) days period, whether or not it is in receipt of such
representation, in its sole discretion issue the Termination Notice.
34.9 Termination Payment for Force Majeure Event
34.9.1 If Termination is on account of a Non-Political Event, the Authority shall

make a Termination Payment to the Concessiol~airein an amount equal to
90% (ninety per cent) of the Debt D& less Insurance Cover.
34.9.2 If Termination is on account of an Indirect Political Event, the Authority--, - -

shall make a Termination Payment to the Concessionaire in an amount equal
to:
(a) Debt Due less Insurance Cover; provided that if any insurance claims
forming part of the Insurance Cover are not admitted and paid, then
80% (eighty per cent) of such unpaid claims shall be included in the
computation of Debt Due; and
(b) 110% (one hundred and ten per cent) of the Adjusted Equity.
34.9.3 If Termination is on account of a Political Event, the Authority shall make a

Termination Payment to the Concessionaire in an amount that would be
payable under Clause 37.3.2 as if it were an Authority Default.
In the event that the Parties are unable to agree in good faith
occurrence or existence of a Force Majeure Event, such Dispute shall
93
finally settled in accordance with the Dispute Resolution Procedure;
provided that the burden of proof as to the occurrence or existence of such
Force Majeure Event shall be upon the Party claiming relief and/or excuse on
account of such Force Majeure Event.
34.1 1 Exeuse from performance of obligations
If the Affected Party is rendered wholly or partially unable to perform its

obligations under this Agreement because of a Force Majeure Event, it shall
be excused from performance of such of its obligations to the extent it is
unable to perform on account of such Force Majeure Event; provided that:
(a) the suspension of performance shall be of no greater scope and of no

longer duration than is reasonably required by the Force Majeure
Event:
(b) the Affected Party shall make all reasonable efforts to mitigate or
limit damage to the other Party arising out of or as a result of the
existence or occurrence of such Force Majeure Event and to cure the
same with due diligence; and
(c) when the Affected Party is able to resume performance of its

obligations under this Agreement, it shall give to the other Party
notice to that effect and shall promptly resume performance of its
obligations hereunder.
ARTICLE 35
COMPENSATION FOR BREACH OF AGREEMENT
35.1 Compensation for default by the Concessionaire
Subject to the provisions of Clause 35.6, in thk event of the Concessionaire

being in material default or breach of this Agreement, it shall pay to the
Authority by way of compensation, all direct costs suffered or incurred by
the Authority as a consequence of such material default or breach, within 30
(thirty) days of receipt of the demand supported by necessary particulars
thereof; provided that no compensation shall be payable under this Clause
35.1 for any breach or material default in respect of which Damages are
expressly specified and payable under this Agreement or for any
consequential losses incurred by the Authority.
35.2 Compensation for default by the Authority

Subject to the provisions of Clause 35.6, in the event of the Authority being
in material default or breach of this Agreement at any time after the
Appointed Date, it shall pay to the Concessionaire by way of compensation,
all direct costs suffered or incurred by the Concessionaire as a consequence
of such material default or breach within 30 (thirty) days of receipt of the
demand supported by necessary particulars thereof; provided that no such
compensation shall be payable for any material breach or default in respect
of which Damages have been expressly specified in this Agreement. For the
avoidance of doubt, compensation payable may include interest payments on
debt, O&M Expenses, any increase in capital costs on account of inflation
and all other costs directly attributable to such material default or breach but
shall not include loss of Fee revenues, debt repayment obligations or other
consequential losses, and for determining such compensation, information
contained in the Financial Package and the Financial Model may be relied
upon to the extent it is relevant.
35.3 Extension of Concession Period
Subject to the provisions of Clause 35.6, in the event that a material default
or breach of this Agreement set forth in Clause 35.2 causes delay in
achieving COD or leads to suspension of or reduction in collection of Fee, as
the case may be, the Authority shall, in addition to payment of compensation
under Clause 35.2, extend the Concession Period, such extension being equal
in duration to the period by which COD was delayed or the collection of Fee
remained suspended on account thereof, as the case may be; and in the event
of reduction in collection of Fee where the daily collection is less than 90%
(ninety per cent) of the Average Daily Fee, the Authority shall, in addition to
payment of compensation under Clause 35.2, extend the Concession Period
in proportion to the loss of Fee on a daily basis. For the avoidance of doubt,
loss of 25% (twenty five per cent) in collection of Fee as compared to the
Average Daily Fee for four days shall entitle the Concess'
of one day in the Concession Period.
Agra-Alrgarh NH-93 Highway

9 :i
35.4 Compensation for Competing Roads
35.4.1 Subject to the provisions of Clause 35.6, in the event that an Additional
Tollway or a Competing Road, as the case may be, is opened to traffic in
breach of this Agreement, the Authority shall pay to the Concessionaire, for
each day of breach, compensation in a sum equal to the difference between
the average daily Realisable Fee and the projected daily Fee (the "Projected
Fee") until the breach is cured. The Projected Fee hereunder shall be an
amount equal to the Average Daily Fee, increased at the close of every
month by 0.5% (zero point five per cent) thereof and revised in accordance
with Clause 27.2. For the avoidance of doubt, the Average Daily Fee for the
purposes of this Clause shall be the amount so determined in respect of the
Accounting Year or period, as the case may be, occurring prior to such
opening or operation of an Additional Tollway or a Competing Road, as the
case may be.
35.4.2 Payment of compensation under this Clause 35.4 shall be deemed to cure the
breach of this Agreement so long as the Authority continues to pay
compensation hereunder.
35.5 Compensation to be in addition
Compensation payable unde; this Article 35 shall be in addition to, and not
in substitution for, or derogation of, Termination Payment, if any.
35.6 Mitigation of costs and damage
The Affected Party shall make all reasonable efforts to mitigate or limit the
costs and damage arising out of or as a result of breach of Agreement by the
other Party.
ARTICLE 36
SUSPENSION OF CONCESSIONAIRE'S RIGHTS
36.1 Suspension upon Concessionaire Default
Upon occurrence 07a Concessionaire Default, the Authority shall be entitled,

without prejudice to its other rights and remedies under this Agreement
including its rights of Termination hereunder, to (i) suspend all rights of the
Concessionaire under this Agreement including the Concessionaire's right to
collect Fee, and other revenues pursuant hereto, and (ii) exercise such rights
itself and perform the obligations hereunder or authorise any other person to
exercise or perform the same on its behalf during such suspension (the
"Suspension"). Suspension hereunder shall be effective forthwith upon issue
of notice by the Authority to the Concessionaire and may extend up to a
period not exceeding 180 (one hundred and eighty) days from the date of
issue of such notice; provided that upon written request from the
Concessionaire and the Lenders' Representative, the Authority shall extend
the aforesaid period of 180 (one hundred and eighty) days by a fkrther period
not exceeding 90 (ninety) days.
36.2 Authority to act on behalf of Concessionaire
36.2.1 During the period of Suspension, the Authority shall, on behalf of the
Concessionaire, collect all Fee and revenues under and in accordance with
this Agreement and deposit the same in the Escrow Account. The Authority
shall be entitled to make withdrawals from the Escrow Account for meeting
the costs incurred by it for remedying and rectifying the cause of Suspension,
and thereafter for defraying the expenses specified in Clause 3 1.3.
36.2.2 During the period of Suspension hereunder, all rights and liabilities vested in
the Concessionaire in accordance with the provisions of this Agreement shall
continue to vest therein and all things done or actions taken, including
expenditure incurred by the Authority for discharging the obligations of the
Concessionaire under and in accordance with this Agreement and the Project
Agreements, shall be deemed to have been done or taken for and on behalf of
the Concessionaire and the Concessionaire undertakes to indemnify the
Authority for all costs incurred during such period. The Concessionaire
hereby licences and sub-licences respectively, the Authority or any other
person authorised by it under Clause 36.1 to use during Suspension, all
Intellectual Property belonging to or licenced to the Concessionaire with
respect to the Project Highway and its design, engineering, construction,
operation and maintenance, and which is used or created by the
Concessionaire in performing its obligations under the Agreement.
36.3 Revocation of Suspension
36.3.1 In the event that the Authority shall have rectified or removed the cause of
Suspension within a period not exceeding 90 (ninety) days from the d
Suspension, it shall revoke the Suspension
97
Agra-Aligorh NH-93 Highway
..--
the Concessionaire under this Agreement. For the avoidance of doubt, the
Parties expressly agree that the Authority may, in its discretion, revoke the
Suspension at any time, whether or not the cause of Suspension has been
rectified or removed hereunder.
36.3.2 Upon the Concessionaire having cured the Concessionaire Default within a
period not exceeding 90 (ninety) days from the date of Suspension, the
Authority shall revoke the Suspension forthwith and restore all rights of the
Concessionaire under this Agreement.
36.4 Substitution of Concessionaire
At any time during the period of Suspension, the Lenders' Representative, on

behalf of Senior Lenders, shall be entitled to substitute the Concessionaire
under and in accordance with the Substitution Agreement, and upon receipt
of notice thereunder from the Lenders' Representative, the Authority shall
withhold Termination for a period not exceeding 180 (one hundred and
eighty) days from the date of Suspension, and any extension thereof under
Clause 36.1, for enabling the Lenders' Representative to exercise its rights of
substitution on behalf of Senior Lenders.
36.5 Termination
36.5.1 At any time during the period of Suspension under this Article 36, the
Concessionaire may by notice require the Authority to revoke the Suspension
and issue a Termination Notice. Subject to the rights of the Lenders'
Representative to undertake substitution in accordance with the provisions of
this Agreement and within the period specified in Clause 36.4, the Authority
shall, within 15 (fifteen) days of receipt of such notice, terminate this
Agreement under and in accordance with Article 37.
36.5.2 Notwithstanding anything to the contrary conbined in this Agreement, in the

event that Suspension is not revoked within 180 (one hundred and eighty)
days from the date of Suspension hereunder or within the extended period, if
any, set forth in Clause 36.1, the Concession Agreement shall, upon expiry
of the aforesaid period, be deemed to have been terminated by mutual
agreement of the Parties and all the provisions of this Agreement shall apply,
mutatis mutandis, to such Termination as if a Termination Notice had been
issued by the Authority upon occurrence of a Concessionaire Default.
Agra-Aligarh NH-93 High,vay

ARTICLE 37
TERMINATION
37.1 Termination for Concessionaire Default
37.1.1 Save as otherwise provided in this Agreement, in the event that any of the
defaults specified below shall have occurred, and the Concessionaire fails to
cure the default within the Cure Period set forth below, or where no Cure
Period is specified, then within a Cure Period of 60 (sixty) days, the
Concessionaire shall be deemed to be in default of this Agreement (the
"Concessionaire Default"), unless the default has occurred solely as a result
of any breach of this Agreement by the Authority or due to Force Majeure.
The defaults referred to herein shall include:
(a) the Performance Security has been encashed and appropriated in

accordance with Clause 9.2 and the Concessionaire fails to replenish
or provide fresh Performance Security within a Cure Period of 30
(thirty) days;
@) subsequent to the replenishment or furnishing of fresh Performance

Security in accordance with Clause 9.2, the Concessionaire fails to
cure, within a Cure Period of 90 (ninety) days, the Concessionaire
Default for which whole or part of the Performance Security was
appropriated;
(c) the Concessionaire does not achieve the latest outstanding Project
Milestone due in accordance with the provisions of Schedule-G and
continues to be in default for 120 (one hundred and twenty) days;
(d) the Concessionaire abandons or manifests intention to abandon the

construction or operation of the Project Highway without the prior
written consent of the Authority;
(e) Project Completion Date does not occur within the period specified in
Clause 12.4.3;
(0 the Punch List items have not been completed within the period set
forth in Clause 14.4.1 ;
(g) the Concessionaire is in breach of the Maintenance Requirements or

the Safety Requirements, as the case may be,
(h) the Concessionaire has failed to make any payment to the Authority
within the period specif ed in this Agreement;
(i) an Escrow Default has occurred and the Concessionaire fails to cure
the default within a Cure Period of 15 (fifteen) days;
(j) upon occurrence of a Financial Default, the Lenders' Represen

has by notice required the Authority to undertake Suspe
A m - A l ~ g a hNH-93 H~ghway - 99 h
Termination, as the case may be, in accordance with the Substitution
Agreement and the Concessionaire fails to cure the default within the
Cure Period specified hereinabove;
a breach of any of the Project Agreements by the Concessionaire has

caused a Material Adverse Effect;
the Concessionaire creates any Encumbrance in breach of this

Agreement;
the Concessionaire repudiates this Agreement or otherwise takes any

action or evidences or conveys an intention not to be bound by the
Agreement;
a Change in Ownership has occurred in breach of the provisions of

Clause 5.3;
there is a transfer, pursuant to law either of (i) the rights andlor

obligations of the Concessionaire under any of the Project
Agreements, or of (ii) all or part of the assets or undertaking of the
Concessionaire, and such transfer causes a Material Adverse Effect;
an execution levied on any of the assets of the Concessionaire has

caused a Material Adverse Effect;
the Concessionaire is adjudged bankrupt or insolvent, or if a trustee

or receiver is appointed for the Concessionaire or for the whole or
material part of its assets that has a material bearing on the Project;
the Concessionaire has been, or is in the process of being liquidated,

dissolved, wound-up, amalgamated or reconstituted in a manner that
would cause, in the reasonable opinion of the Authority, a Material
Adverse Effect;
a resolution for winding up of the Concessionaire is passed, or any

petition for winding up of the Concessionaire is admitted by a court
of competent jurisdiction and a provisional liquidator or receiver is
appointed and such order has not been set aside within 90 (ninety)
days of the date thereof or the Concessionaire is ordered to be wound
up by Court except for the purpose of amalgamation or
reconstruction; provided that, as part of such amalgamation or
reconstruction, the entire property, assets and undertaking of the
Concessionaire are transferred to the amalgamated or reconstructed
entity and that the amalgamated or reconstructed entity has
unconditionally assumed the obligations of the Concessionaire under
this Agreement and the Project Agreements; and provided that:
(i) the amalgamated or reconstructed entity has the capability and

operating experience necessary for the performance of its
obligations under this Agreement -

i
(ii) the amalgamated or reconstructed entity has the financial
standing to perform its obligations under this Agreement and
the Project Agreements and has a credit worthiness at least as
good as that of the Concessionaire as at the Appointed Date;
and
(iii) each of the Project Agreements remains in full force and

effect;
(t) any representation or warranty of the Concessionaire herein

contained which is, as of the date hereof, found to be materially false
incorrect or misleading or the Concessionaire is at any time hereafter
found to be in breach thereof;
(u) the Concessionaire submits to the Authority any statement, notice or

other document, in written or electronic form, which has a material
effect on the Authority's rights, obligations or interests and which is
false in material particulars;
(v) the Concessionaire has failed to fulfil any obligation, for which
failure Termination has been specified in this Agreement; or
(w) the Concessionaire commits a default in complying with any other

provision of this Agreement if such a default causes a Material
Adverse Effect on the Authority.
37.1.2 Without prejudice to any other rights or remedies which the Authority may
have under this Agreement, upon occurrence of a Concessionaire Default,
the Authority shall be entitled to terminate this Agreement by issuing a
Termination Notice to the Concessionaire; provided that before issuing the
Termination Notice, the Authority shall by a notice inform the
Concessionaire of its intention to issue such Termination Notice and grant 15
(fifteen) days to the Concessionaire to make a representation, and may after
the expiry of such 15 (fifteen) days, whether or not it is in receipt of such
representation, issue the Termination Notice, subject to the provisions of
clause 37.1.3.
37.1.3 The Authority shall, if there be Senior Lenders, send a copy of its notice of
intention to issue a Termination Notice referred to in Clause 37.1.2 to inform
the Lenders' Representative and grant 15 (fifteen) days to the Lenders'
Representative, for making a representation on behalf of the Senior Lenders
stating the intention to substitute the Concessionaire in accordance with the
Substitution Agreement. In the event the Authority receives such
representation on behalf of Senior Lenders, it shall, in its discretion, either
withhold Termination for a period not exceeding 180 (one hundred and
eighty) days from the date of such representation or exercise its right of
Suspension, as the case may be, for enabling the Lenders' Representative to
exercise the Senior Lenders' right of substitution in accordance with the
Substitution Agreement:
Provided that, the Lenders' Representative may,

L
Agra-Aligarh NH-93 Highway i

Senior Lenders' right of substitution, procure that the default specified in the
notice is cured within the aforesaid period of 180 (one hundred and eighty)
days, and upon such curing thereof, the Authority shall withdraw its notice
referred to above and restore all the rights of the Concessionaire:
Provided further that upon written request from the Lenders' Representative
and the Concessionaire, the Authority shall extend the aforesaid period of
180 (one hundred and eighty) days by such further period not exceeding 90
(ninety) days, as the Authority may deem appropriate.
37.2 Termination for Authority Default
37.2.1 In the event that any of the defaults specified below shall have occurred, and
the Authority fails to cure such default within a Cure Period of 90 (ninety)
days or such longer period as has been expressly provided in this Agreement,
the Authority shall be deemed to be in default of this Agreement (the
"Authority Default") unless the default has occurred as a result of any
breach of this Agreement by the Concessionaire or due to Force Majeure.
The defaults referred to herein shall include:
(a) The Authority commits a material default in complying with any of

the provisions of this Agreement and such default has a Material
Adverse Effect on the Concessionaire;
(b) the Authority has failed to make any payment to the Concessionaire
within the period specified in this Agreement;
(c) the Authority repudiates this Agreement or otherwise takes any

action that amounts to or manifests an irrevocable intention not to be
bound by this Agreement; or
(d) the State commits a material default in complying with the provisions
of the State Support Agreement if such default has a Material
Adverse Effect on the Concessionaire and the breach continues for a
period of 90 (ninety) days from the date of notice given in this behalf
by the Concessionaire to the Authority.
37.2.2 Without prejudice to any other right or remedy which the Concessionaire may
have under this Agreement, upon occurrence of an Authority Default, the
Concessionaire shall, subject to the provisions of the Substitution
Agreement, be entitled to terminate this Agreement by issuing a Termination
Notice to the Authority; provided that before issuing the Termination Notice,
the Concessionaire shall by a notice inform the Authority of its intention to
issue the Termination Notice and grant 15 (fifteen) days to the Authority to
make a representation, and may after the expiry of such 15 (fifteen) days,
whether or not it is in receipt of such representation, issue the Termination
Notice.
37.3 Termination Payment
37.3.1 Upon Termination on account of a Concessionaire,

Operation Period, the Authority shall pay to the Concessionaire, by way of
Termination Payment, an amount equal to 90% (ninety per cent) of the Debt
Due less insurance Cover; provided that if any insurance claims fonning part
of the Insurance Cover are not admitted and paid, then 80% (eighty per cent)
of such unpaid claims shall be included in the computation of Debt Due. For
the avoidance of doubt, the Concessionaire hereby acknowledges that no
Termination Payment shall be due or payable on account of a Concessionaire
Default occurring prior to COD.
37.3.2 Upon Termination on account of an Authority Default, the Authority shall

pay to the Concessionaire, by way of Termination Payment, an amount equal
to:
(a) Debt Due; and
(b) 150% (one hundred and fifty per cent) of the Adjusted Equity.
37.3.3 Termination Payment shall become due and payable to the Concessionaire
within 15 (fifteen) days of a demand being made by the Concessionaire to
the Authority with the necessary particulars, and in the event of any delay,
the Authority shall pay interest at a rate equal to 3% (three per cent) above
the Bank Rate on the amount of Termination Payment remaining unpaid;
provided that such delay shall not exceed 90 (ninety) days. For the avoidance
of doubt, it is expressly agreed that Termination Payment shall constitute full
discharge by the Authority of its payment obligations in respect thereof
hereunder.
37.3.4 The Concessionaire expressly agrees that Termination Payment under this
Article 37 shall constitute a full and final settlement of all claims of the
Concessionaire on account of Termination of this Agreement for any reason
whatsoever and that the Concessionaire or any shareholder thereof shall not
have any further right or claim under any law, treaty, convention, contract or
otherwise.
37.4 Other rights and obligations of the Authority
Upon Termination for any reason whatsoever, the Authority shall:
(a) be deemed to have taken possession and control of the Project

Highway forthwith;
(b) take possession and control of all materials, stores, implements,

construction plants and equipment on or about the Site;
(c) be entitled to restrain the Concessionaire and any person claiming

through or under the Concessionaire from entering upon the Site or
any part of the Project;
(d) require the Concessionaire to com~lv with the Divestment

L ,
~equirementsset forth in Clause 38.1; and
(e) succeed upon election by the Authority,

. .
hrther action by the Concessionaire, to the interests of the
Concessionaire under such of the Project Agreements as' the
Authority may in its discretion deem appropriate, and shall upon such
election be liable to the Contractors only for compensation accruing
and becoming due and payable to them under the terms of their
respective Project Agreements from and after the datq the Authority
elects to succeed to the interests of the Concessionaire. For the
avoidance of doubt, the Concessionaire acknowledges and agrees
that all sums claimed by such Contractors as being due and owing for
works and services performed or accruing on account of any act,
omission or event prior to such date shall constitute debt between the
Concessionaire and such Contractors, and the Authority shall not in
any manner be liable for such sums. It is further agreed that in the
event the Authority elects to cure any outstanding defaults under such
Project Agreements, the amount expended by the Authority for this
purpose shall be deducted from the Termination Payment.
37.5 Survival of rights
Notwithstanding anything to the contrary contained in this Agreement, but

subject to the provisions of Clause 37.3.4, any Termination pursuant to the
provisions of this Agreement shall be without prejudice to the accrued rights
of either Party including its right to claim and recover money damages,
insurance proceeds, security deposits, and other rights and remedies, which it
may have in law or contract. All rights and obligations of either Party under
this Agreement, including Termination Payments and Divestment
Requirements, shall survive the Termination to the extent such survival is
necessary for giving effect to such rights and obligations.

ARTICLE 38
DIVESTMENT OF RIGHTS AND INTEREST
38.1 Divestment Requirements
38.1.1 Upon Termination, the Concessionaire shall comply with and conform to the
following Divestment Requirements:
(a) notify to the Authority forthwith the location and particulars of all
Project Assets;
(b) deliver forthwith the actual or constructive possession of the Project

Highway, free and clear of all Encumbrances, save and except to the
extent set forth in the Substitution Agreement;
(c) cure all Project Assets, including the road, bridges, structures and
equipment, of all defects and deficiencies so that the Project Highway
is compliant with the Maintenance Requirements; provided that in the
event of Termination during the Construction Period, all Project
Assets shall be handed over on 'as is where is' basis after bringing
them to a safe condition;
(d) ddiver and transfer relevant records, reports, Intellectual Property

and other licences pertaining to the Project Highway and its design,
engineering, construction, operation and maintenance, including all
programmes and manuals pertaining thereto, and complete 'as built'
Drawings as on the Transfer Date. For the avoidance of doubt, the
Concessionaire represents and warrants that the Intellectual Property
delivered hereunder shall be adequate and complete for the design,
engineering, construction, operation and maintenance of the Project
Highway and shall be assigned to the Authority free of any
encumbrance;
(e) transfer andlor deliver all Applicable Permits to the extent

permissible under Applicable Laws;
(f) execute such deeds of conveyance, documents and other writings as

the Authority may reasonably require for conveying, divesting and
assigning all the rights, title and interest of the Concessionaire in the
Project Highway, including manufacturers' warranties in respect of
any plant or equipment and the right to receive outstanding insurance
claims to the extent due and payable to the Authority, absolutely unto
the Authority or its nominee; and
(g) comply with all other requirements as may be prescribed or required

under Applicable Laws for completing the divestment and
assignment of all rights, title and interest of the Concessionaire in the
Project Highway, free from all Encumbrances, absolutely unto t
Authority or to its nominee.
Agrn-Aligarh NH-93 Highwny

38.1.2 Subject to the exercise by the Authority of its rights under this Agreement or
under any of the Project Agreements to perform or procure the performance
by a third party of any of the obligations of the Concessionaire, the Parties
shall continue to perform their obligations under this Agreement,
notwithstanding the giving of any Termination Notice, until the Termination
of this Agreement becomes effective in accordance with its terms.
38.2 Inspection and cure
Not earlier than 90 (ninety) days prior to Termination but not later than 15
(fifteen) days prior to the effective date of such Termination, the Independent
Engineer shall verify, after giving due notice to the Concessionaire of the
time, date and venue of such verification, compliance by the Concessionaire
with the Maintenance Requirements, and if required, cause appropriate tests
to be carried out at the Concessionaire's cost for this purpose. Defaults, if
any, in the Maintenance Requirements shall be cured by the Concessionaire
at its cost and the provisions of Article 39 shall apply, mutatis mutandis, in
relation to curing of defects or deficiencies under this Article 38.
38.3 Cooperation and assistance on'transfer of Project
38.3.1 The Parties shall cooperate on a best effort basis and take all necessary
measures, in good faith, to achieve a smooth transfer of the Project in
accordance with the provisions of this Agreement so as to protect the safety
of and avoid undue delay or inconvenience to the Users, other members of
the public or the lawful occupiers of any part of the Site.
38.3.2 The Parties shall provide to each other, 9 (nine) months prior to the Transfer
Date in the event of Termination by efflux of time and immediately in the
event of either Party conveying to the other Party its intent to issue a
Termination Notice, as the case may be, as much information and advice as
is reasonably practicable regarding the proposed arrangements for operation
of the Project following the Transfer Date. The Concessionaire shall further
provide such reasonable advice and assistance as the Authority, its
concessionaire or agent may reasonably require for operation of the Project
until the expiry of 6 (six) months after the Transfer Date.
38.3.3 The Authority shall have the option to purchase or hire from the
Concessionaire at a fair market value and free from any encumbrance all or
any part of the plant and machinery used in connection with the Project but
which does not form part of the assets specified in Clause 38.1.1 and is
reasonably required in connection with operation of the Project. For the
avoidance of doubt, in the event of dispute or difference relating to fair
market value, the Dispute Resolution Procedure shall apply.
38.4 Vesting Certificate
The divestment of all rights, title and interest in the Project Highway shall be
deemed to be complete on the date when all of the Divestment Requirements
have been fulfilled, and the Authority shall, without unreasonable dela
thereupon issue a certificate substantially in the

(the "Vesting Certificate"), which will have the effect of constituting
evidence of divestment by the Concessionaire of all of its rights, title and
interest in the Project Highway, and their vesting in the Authority pursuant
hereto. It is expressly agreed that any defect or deficiency in the Divestment
Requirements shall not in any manner be construed or interpreted as
restricting the exercise of any rights by the Authority or its nominee on, or in
respect of, the Project Highway on the footing that all Divestment -
Requirements have been complied with by the Concessionaire.
38.5 Additional Facilities
Notwithstanding anything to the contrary contained in this Agreement, all

Additional Facilities shall continue to vest in the Concessionaire upon and
after Termination
38.6 Divestment costs etc.
38.6.1 The Concessionaire shall bear and pay all costs incidental to divestment of
all of the rights, title and interest of the Concessionaire in the Project
Highway in favour of the Authority upon Termination, save and except that
all stamp duties payable on any deeds or Documents executed by the
Concessionaire in connection with such divestment shall be borne by the
Authority.
38.6.2 In the event of any dispute relating to matters covered by and under this
Article 38, the Dispute Resolution Procedure shall apply.
Agra-Aligorh NH-93 Highway

ARTICLE 39
DEFECTS LIABILITY AFTER TERMINATION
39.1 Liability for defects after Termination
The Concessionaire shall be responsible for all defects and deficiencies in

the Project Highway for a period of 120 (One hundred and twenty) days after
Termination, and it shall have the obligation to repair or rectify, at its own
cost, all defects and deficiencies observed by the Independent Engineer in
the Project Highway during the aforesaid period. In the event that the
Concessionaire fails to repair or rectify such defect or deficiency within a
period of 15 (fifteen) days from the date of notice issued by the Authority in
this behalf, the Authority shall be entitled to get the same repaired or
rectified at the Concessionaire's risk and cost so as to make the Project
Highway conform to the Maintenance Requirements. All costs incurred by
the Authority hereunder shall be reimbursed by the Concessionaire to the
Authority within 15 (fifteen) days of receipt of demand thereof, and in the
event of default in reimbursing such costs, the Authority shall be entitled to
recover the same from the Escrow Account.
39.2 Retention in Escrow Account
39.2.1 Notwithstanding anything to the contrary contained in this Agreement, but

subject to the provisions of Clause 39.2.3, a sum equal to 5% (five per cent)
of the total Realisable Fee for the year immediately preceding the Transfer
Date shall be retained in the Escrow Account for a period of 120 (one
hundred and twenty) days after Termination for meeting the liabilities, if
any, arising out of or in connection with the provisions of Clause 39.1.
39.2.2 Without prejudice to the provisions of Clause 39.2.1, the Independent

Engineer shall carry out an inspection of the Project Highway at any time
between 2 10 (two hundred and ten) and 180 (one hundred and eighty) days
prior to the Termination and if it recommends that the status of the Project
Highway is such that a sum larger than the amount stipulated in Clause
39.2.1 should be retained in the Escrow Account and for a period longer than
the aforesaid 120 (one hundred and twenty) days, the amount recommended
by the Independent Engineer shall be retained in the Escrow Account for the
period specified by it.
39.2.3 The Concessionaire may, for the performance of its obligations under this
Article 39, provide to the Authority a guarantee from a Bank for a sum
equivalent to the amount determined under Clause 39.2.1 or 39.2.2, as the
case may be, and for the period specified therein, substantially in the form
set forth in Schedule-F (the "Performance Guarantee"), to be modified,
mutatis mutandis, for this purpose, and the Authority shall, without prejudice
to its other rights and remedies hereunder or in law, be entitled to encash and
appropriate the required amounts from the Performance Guarantee for
undertaking the repairs or rectification at the Concessionaire's risk and cost
in accordance with the provisions of this
Agra-Al~garhNH-93 H~ghway - 8
-51
Performance Guarantee under this Clause 39.2.3, the retention of funds in the
Escrow Account in terms of Clause 39.2.1 or 39.2.2, as the case may be,
shall be dispensed with.
Part VI
Other Provisions
ARTICLE 40
ASSIGNMENT AND CHARGES
40.1 Restrictions on assignment and charges
40.1.1 Subject to Clauses 40.2 and 40.3, this Agreement shall not be assigned by the
Concessionaire to any person, save and except with the prior consent in
writing of the Authority, which consent the Authority shall be entitled to
decline without assigning any reason.
40.1.2 Subject to the provisions of Clause 40.2, the Concessionaire shall not create
nor permit to subsist any Encumbrance, or otherwise transfer or dispose of
all or any of its rights and benefits under this Agreement or any Project
Agreement to which the Concessionaire is a party except with prior consent
in writing of the Authority, which consent the Authority shall be entitled to
decline without assigning any reason.
40.2 Permitted assignment and charges
The restraints set forth in Clause 40.1 shall not apply to:
(a) liens arising by operation of law (or by an agreement evidencing the

same) in the ordinary course of business of the Project Highway;
(b) mortgages/pledges/hypothecationof goods/assets other than Project

Assets and their related documents of title, a charge on the Escrow
account, arising or created in the ordinary course of business of the
Project Highway, and as security only for indebtedness to the Senior
Lenders under the Financing Agreements and/or for working capital
arrangements for the Project Highway;
(c) assignment of rights, interest and obligations of the Concessionaire to

or in favour of the Lenders' Representative as nominee and for the
benefit of the Senior Lenders, to the extent covered by and in
accordance with the Substitution Agreement as security for financing
provided by Senior Lenders under the Financing Agreements; and
(dl liens or encumbrances required by any Applicable Law.
40.3 Substitution Agreement
40.3.1 The Lenders' Representative, on behalf of Senior Lenders, may exercise the
right to substitute the Concessionaire pursuant to the agreement for
substitution of the Concessionaire (the "Substitution Agreement") to be
entered into amongst the Concessionaire, the Authority and the Lenders'
Representative, on behalf of Senior Lenders, substantially in the form set
forth in Schedule-V.
40.3.2 Upon substitution of the Concessionaire under and in accordance with

Substitution Agreement, the Nominated Co ing
Agra-Al~garhNH-93 H~ghway 4 11
.a
Concessionaire shall be deemed to be the Concessionaire under this
Agreement and shall enjoy all rights and be responsible for all obligations of
the Concessionaire under this Agreement as if it were the Concessionaire;
provided that where the Concessionaire is in breach of this Agreement on the
date of such substitution, the Authority shall by notice grant a Cure Period of
120 (one hundred and twenty) days to the Concessionaire for curing such
breach.
40.4 Assignment by the Authority
Notwithstanding anything to the contrary contained in this Agreement, the

Authority may, after giving 60 (sixty) days' notice to the Concessionaire,
assign and/ or transfer any of its rights and benefits andlor obligations under
this Agreement to an assignee who is, in the reasonable opinion of the
Authority, capable of fulfilling all of the Authority's then outstanding
obligations under this Agreement.

ARTICLE 4 1
CHANGE IN LAW
41.1 Increase in costs
If as a result of Change in Law, the Concessionaire suffers an increase in

costs or reduction in net after-tax return or other financial burden, the
aggregate financial effect of which exceeds the higher of Rs. 1 crore (Rupees
one crore) and 0.5% (zero point five percent) of the Realisable Fee in any
Accounting Year, the Concessionaire may so noti@ the Authority and
propose amendments to this Agreement so as to place the Concessionaire in
the same financial position as it would have enjoyed had there been no such
Change in Law resulting in the cost increase, reduction in return or other
financial burden as aforesaid. Upon notice by the Concessionaire, the Parties
shall meet, as soon as reasonably practicable but no later than 30 (thirty)
days from the date of notice, and either agree on amendments to this
Agreement or on any other mutually agreed arrangement:
Provided that if no agreement is reached within 90 (ninety) days of the

aforesaid notice, the Concessionaire may by notice require the Authority to
pay an amount that would place the Concessionaire in the same financial
position that it would have enjoyed had there been no such Change in Law,
and within 15 (fifteen) days of receipt of such notice, along with particulars
thereof, the Authority shall pay the amount specified therein; provided that if
the Authority shall dispute such claim of the Concessionaire, the same shall
be settled in accordance with the Dispute Resolution Procedure. For the
avoidance of doubt, it is agreed that this Clause 41.1 shall be restricted to
changes in law directly affecting the Concessionaire's costs of performing its
obligations under this Agreement.
41.2 Reduction in costs
If as a result of Change in Law, the Concessionaire benefits from a reduction

in costs or increase in net after-tax return or other financial gains, the
aggregate financial effect of which exceeds the higher of Rs. 1 crore (Rupees
one crore) and 0.5% (zero point five percent) of the Realisable Fee in any
Accounting Year, the Authority may so notify the Concessionaire and
propose amendments to this Agreement so as to place the Concessionaire in
the same financial position as it would have enjoyed had there been no such
Change in Law resulting in the decreased costs, increase in return or other
financial gains as aforesaid. Upon notice by the Authority, the Parties shall
meet, as soon as reasonably practicable but no later than 30 (thirty) days
from the date of notice, and either agree on such amendments to this
Agreement or on any other mutually agreed arrangement:
Provided that if no agreement is reached within 90 (ninety) days of the

aforesaid notice, the Authority may by notice require the Concessionaire to
pay an amount that would place the Concessionaire in the same financial
position that it would have enjoyed had there
..-- -_
Agra-Allgarh NH-93 H~ghway I

and within 15 (fifteen) days of receipt of such notice, along with particulars
thereof, the Concessionaire shall pay the amount specified therein to the
Authority; provided that if the Concessionaire shall dispute such claim of the
Authority, the same shall be settled in accordance with the Dispute
Resolution Procedure. For the avoidance of doubt, it is agreed that this
Clause 41.2 shall be restricted to changes in law directly affecting the
Concessionaire's costs of performing its obligations under this Agreement.
41.3 Protection of NPV
Pursuant to the provisions of Clauses 41.1 and 41.2 and for the purposes of
placing the Concessionaire in the same financial position as it would have
enjoyed had there been no Change in Law affecting the costs, returns or
other financial burden or gains, the Parties shall rely on the Financial Model
to establish a net present value (the " N P V ) of the net cash flow and make
necessary adjustments in costs, revenues, compensation or other relevant
parameters, as the case may be, to procure that the NPV of the net cash flow
is the same as it would have been if no Change in Law had occurred.
41.4 Restriction on cash compensation
The Parties acknowledge and agree that the demand for cash compensation.
under this Article 41 shall be restricted to the effect of Change in Law during
the respective Accounting Year and shall be made at any time after
commencement of such year, but no later than one year from the close of
such Accounting Year. Any demand for cash compensation payable for and
in respect of any subsequent Accounting Year shall be made after the
commencement of the Accounting Year to which the demand pertains, but
no later than 2 (two) years from the close of such Accounting Year.
41.5 No claim in the event of recovery from Users

Authority shall not in any manner be liable to reimburse to the
Concessionaire any sums on account of a Change in Law if the same are
recoverable from the Users.
ARTICLE 42
LIABILITY AND INDEMNITY
42.1 General indemnity
42.1.1 The Concessionaire will indemnify, defend, save and hold harmlkss. the
Authority and its officers, servants, agents, Government Instrumentalities
and Government owned andfor controlled entitieslenterprises, (the
"Authority Indemnified Persons") against any and all suits, proceedings,
actions, demands and claims from third parties for any loss, damage, cost
and expense of whatever kind and nature, whether arising out of any breach
by the Concessionaire of any of its obligations under this Agreement or any
related agreement or on account of any defect or deficiency in the provision
of services by the Concessionaire to any User or from any negligence of the
Concessionaire under contract or tort or on any other ground whatsoever,
except to the extent that any such suits, proceedings, actions, demands and
claims have arisen due to any negligent act or omission, or breach or default
of this Agreement on the part of the Authority Indemnified Persons.
42.1.2 The Authority will indemnify, defend, save and hold harmless the
Concessionaire against any and all suits, proceedings, actions, demands and
claims from third parties for any loss, damage, cost and expense of whatever
kind and nature arising out of (i) defect in title andor the rights of the
Authority in the land comprised in the Site, andfor (ii) breach by the
Authority of any of its obligations under this Agreement or any related
agreement, which materially and adversely affect the perfonnance by the
Concessionaire of its obligations under this Agreement, save and except that
where any such claim, suit, proceeding, action, andor demand has arisen due
to a negligent act or omission, or breach of any of its obligations under any
provision of this Agreement or any related agreement andtor breach of its
statutory duty on the part of the Concessionaire, its subsidiaries, afflliates,
contractors, servants or agents, the same shall be the liability of the
Concessionaire.
42.2 Indemnity by the Concessionaire
42.2.1 Without limiting the generality of Clause 42.1, the Concessionaire shall fully
indemnify, hold harmless and defend the Authority and the Authority
Indemnified Persons from and against any and all loss and/or damages
arising out of or with respect to:
(a) failure of the Concessionaire to comply with Applicable Laws and

Applicable Permits;
(b) payment of taxes required to be made by the Concessionaire in

respect of the income or other taxes of the Concessionaire's
contractors, suppliers and representatives; or
(c) non-payment of amounts due as a result of materials or
Agro-Alfgad NH-93 Highway ,

furnished to the Concessionaire or any of its contractors which are
payable by the Concessionaire or any of its contractors.
42.2.2 Without limiting the generality of the provisions of this Article 42, the
Concessionaire shall fully indemnify, hold harmless and defend the
Authority Indemnified Persons from and against any and all suits,
proceedings, actions, claims, demands, liabilities and damages which the
Authority Indemnified Persons may hereafter suffer, or pay by reason of any
demands, claims, suits or proceedings arising out of claims of infringement
of any domestic or foreign patent rights, copyrights or other intellectual
property, proprietary or confidentiality rights with respect to any materials,
information, design or process used by the Concessionaire or by the
Concessionaire's Contractors in performing the ~oncessio&re's obligations
or in any way incorporated in or related to the Project. If in any such suit,
action, claim or proceedings, a temporary restraint order or preliminary
injunction is granted, the Concessionaire shall make every reasonable effort,
by giving a satisfactory bond or otherwise, to secure the revocation or
suspension of the injunction or restraint order. If, in any such suit, action,
claim or proceedings, the Project Highway, or any part thereof or comprised
therein, is held to constitute an infringement and its use is permanently
enjoined, the Concessionaire shall promptly make every reasonable effort to
secure for the Authority a licence, at no cost to the Authority, authorising
continued use of the infringing work. If the Concessionaire is unable to
secure such licence within a reasonable time, the Concessionaire shall, at its
own expense, and without impairing the Specifications and Standards, either
replace the affected work, or part, or process thereof with non-infringing
work or part or process, or modify the same so that it becomes non-
infringing.
42.3 Notice and contest of claims
In the event that either Party receives a claim or demand from a third party in
respect of which it is entitled to the benefit of an indemnity under this Article
42 (the "Indemnified Party") it shall notify the other Party (the
"Indemnifying Party") within 15 (fifteen) days of receipt of the claim or
demand and shall not settle or pay the claim without the prior approval of the
Indemnifying Party, which approval shall not be unreasonably withheld or
delayed. In the event that the Indemnifying Party wishes to contest or dispute
the claim or demand, it may conduct the proceedings in the name of the
Indemnified Party, subject to the Indemnified Party being secured against
any costs involved, to its reasonable satisfaction.
42.4 Defence of claims
42.4.1 The Indemnified Party shall have the right, but not the obligation, to contest,
defend and litigate any claim, action, suit or proceeding by any third party
alleged or asserted against such Party in respect of, resulting from, related to
or arising out of any matter for which it is entitled to be indemnified
hereunder, and reasonable costs and expenses thereof shall be indemnified
by the Indemnifying Party. If the Indemnifying Party acknowledges '
writing its obligation to indeinnify the Indemnified P
Agra-Aligarh NH-93 Highway -

!i 6
the full extent provided by this Article 42, the Indemnifying Party shall be
entitled, at its option, to assume and control the defence of such claim,
action, suit or proceeding, liabilities, payments and obligations at its expense
and through the counsel of its choice; provided it gives prompt notice of its
intention to do so to the Indemnified Party and reimburses the Indemnified
Party for the reasonable cost and expenses incurred by the Indemnified Party
prior to the assumption by the Indemnifying Party of such defence. The
Indemnifying Party shall not be entitled to settle or compromise any claim,
demand, action, suit or proceeding without the prior written consent of the
Indemnified Party, unless the Indemnifying Party provides such security to
the Indemnified Party as shall be reasonably required by the Indemnified
Party to secure the loss to be indemnified hereunder to the extent so
compromised or settled.
42.4.2 If the Indemnifying Party has exercised its rights under Clause 42.3, the
Indemnified Party shall not be entitled to settle or compromise any claim,
action, suit or proceeding without the prior written consent of the
Indemnifying Party (which consent shall not be unreasonably withheld or
delayed).
42.4.3 If the Indemnifying Party exercises its rights under Clause 42.3, the
Indemnified Party shall nevertheless have the right to employ its own
counsel, and such counsel may participate in such action, but the fees and
expenses of such counsel shall be at the expense of the Indemnified Party,
when and as incurred, unless:
(a) the employment of counsel by such party has been authorised in

writing by the Indemnifying Party; or
(b) the Indemnified Party shall have reasonably concluded that there may
be a conflict of interest between the Indemnifying Party and the
Indemnified Party in the conduct of the defence of such action; or
(c) the Indemnifying Party shall not, in fact, have employed independent
counsel reasonably satisfactory to the Indemnified Party, to assume
the defence of such action and shall have been so notified by the
Indemnified Party; or
(d) the Indemnified Party shall have reasonably concluded and

specifically notified the Indemnifying Party either:
(i) that there may be specific defences available to it which are

different from or additional to those available to the
Indemnifying Party; or
(ii) that such claim, action, suit or proceeding involves or could

have a material adverse effect upon it beyond the scope of this
Agreement: --.
Provided that if Sub-clauses (b), (c) or (d) of this Clause 42.4.3 shall
applicable, the counsel for the
Agm-Aligarh NH-93 Higfiway

the defence of such claim, demand, action, suit or proceeding on behalf of
the Indemnified Party, and the reasonable fees and disbursements of such
counsel shall constitute legal or other expenses hereunder.
42.5 Ne consequential claims

Notwithstanding an9hing to the contrary contained in this Article 42, the
indemnities herein provided shall not include any claim or recovery in
respect of any cost, expense, loss or damage of an indirect, incidental or
consequential nature, including loss of profit, except as expressly provided in
this Agreement.
42.6 Survival on Termination
The provisions of this Article 42 shall survive Termination.

ARTICLE 43
RIGHTS AND TITLE OVER THE SITE
43.1 Licensee rights
For the-purpose of this Agreement, the Concessionaire.shall have rights to

the use of the Site as sole licensee subject to and in accordance with this
Agreement, and to this end, it may regulate the entry and use of the Project
Highway by third parties in accordance with and subject to the provisions of
this Agreement.
43.2 Access rights of the Authority and others
43.2.1 The Concessionaire shall allow free access to the Site at all times for the
authorised representatives and vehicles of the Authority, Senior Lenders, and
the Independent Engineer, and for the persons and vehicles duly authorised
by any Government Instrumentality to inspect the Project Highway or to
investigate any matter within their authority, and upon reasonable notice, the
Concessionaire shall provide to such persons reasonable assistance necessary
to carry out their respective duties and hctions.
43.2.2 The Concessionaire shall, for the purpose of operation and maintenance of
any utility or road specified in Article 1 1, allow free access to the Site at all
times for the authorised persons and vehicles of the controlling body of such
utility or road.
43.3 Property taxes
All property taxes on the Site shall be payable by the Authority as owner of
the Site; provided, however, that any such taxes payable by the
Concessionaire under Applicable Laws for use of the Site shall not be
reimbursed or payable by the Authority.
43.4 Restriction on sub-letting
The Concessionaire shall not sublicense or sublet the whole or any part of
the Site, save and except as may be expressly set forth in this Agreement;
provided that nothing contained herein shall be construed or interpreted as
restricting the right of the Concessionaire to appoint Contractors for the
performance of its obligations hereunder including for operation and
maintenance of all or any part of the Project Highway.
Agra-AIigarh NH-93 Highway

ARTICLE 44
DISPUTE RESOLUTION
44.1.1 Any dispute, difference or controversy of whatever nature howsoever arising

under or out of or in relation to this Agreement (including its interpretation)
between the Parties, and so notified in writing by either Party to the other
Party (the "Dispute") shall, in the first instance, be attempted to be resolved
amicably in accordance with the conciliation procedure set forth in Clause
44.2.
44.1.2 The Parties agree to use their best efforts for resolving all Disputes arising
under or in respect of this Agreement promptly, equitably and in good faith,
and further agree to provide each other with reasonable access during normal
business hours to all non-privileged records, information and data pertaining
to any Dispute.
44.2 Conciliation
In the event of any Dispute between the Parties, either Party may call upon
the Independent Engineer to mediate and assist the Parties in arriving at an
amicable settlement thereof. Failing mediation by the Independent Engineer
or without the intervention of the Independent Engineer, either Party may
require such Dispute to be referred to the Chairman of the Authority and the
Chairman of the Board of Directors of the Concessionaire for amicable
settlement, and upon such reference, the said persons shall meet no later than
7 (seven) days from the date of reference to discuss and attempt to amicably
resolve the Dispute. If such meeting does not take place within the 7 (seven)
day period or the Dispute is not amicably settled within 15 (fifteen) days of
the meeting or the Dispute is not resolved as evidenced by the signing of
written terms of settlement within 30 (thirty) days of the notice in writing
referred to in Clause 44.1.1 or such longer period as may be mutually agreed
by the Parties, either Party may refer the Dispute to arbitration in accordance
with the provisions of Clause 44.3.
44.3 Arbitration
44.3.1 Any Dispute which is not resolved amicably by conciliation, as provided in

Clause 44.2, shall be finally decided by reference to arbitration by a Board of
Arbitrators appointed in accordance with Clause 44.3.2. Such arbitration
shall be held in accordance with the Rules of Arbitration of the International
Centre for Alternative Dispute Resolution, New Delhi (the "Rules"), or such
other rules as may be mutually agreed by the Parties, and shall be subject to
the provisions of the Arbitration Act. The venue of such arbitration shall be
Delhi, and the language of arbitration proceedings shall be English.
44.3.2 There shall be a Board of three arbitrators, of whom each Party shall select m
one, and the third arbitrator shall be appointed by
selected, and in the event of disagreement between the two arbitrators, the
appointment shall be made in accordance with the Rules.
44.3.3 The arbitrators shall make a reasoned award (the "Award"). Any Award
made in any arbitration held pursuant to this Article 44 shall be final and
binding on the Parties as from the date it is made, and the Concessionaire
and the Authority agree and undertake to cany out such Award without
delay.
44.3.4 The Concessionaire and the Authority agree that an Award may be enforced
against the Concessionaire andlor the Authority, as the case may be, and
their respective assets wherever situated.
44.3.5 This Agreement and the rights and obligations of the Parties shall remain in
full force and effect, pending the Award in any arbitration proceedings
hereunder.
44.4 Adjudication by Regulatory Authority or Commission
In the event of constitution of a statutory Regulatory Authority or

Commission with powers to adjudicate upon disputes between the
Concessionaire and the Authority, all Disputes arising after such constitution
shall, instead of reference to arbitration under Clause 44.3, be adjudicated
upon by such Regulatory Authority or Commission in accordance with the
Applicable Law and all references to Dispute Resolution Procedure shall be
construed accordingly. For the avoidance of .doubt, the Parties hereto agree
that the adjudication hereunder shall not be final and binding until an appeal
against such adjudication has been decided by an appellate tribunal or High
Court, as the case may be, or no such appeal has been preferred within the
time specified in the Applicable Law.
ARTICLE 45
DISCLOSURE
45.1 Disclosure of Specified Documents
The Concessionaire shall make available for inspection by any person,

copies of this Concession Agreement, the Maintenance Manual, the
Maintenance Programme and the Maintenance Requirements (hereinafter
collectively referred to as the "Specified Documents"), free of charge,
during normal business hours on all working days at the Toll Plazas and
Concessionaire's Registered Office. The Concessionaire shall prominently
display at each of the Toll Plazas and toll booths, public notices stating the
availability of the Specified Documents for such inspection, and shall
provide copies of the same to any person upon payment of copying charges
on a 'no profit no loss' basis.
45.2 Disclosure of Documents relating to safety
The Concessionaire shall make available for inspection by any person copies
of all Documents and data relating to safety of the Project Highway, free of
charge, during normal business hours on all working days, at the
Concessionaire's Registered Office. The Concessionaire shall make copies
of the same available to any person upon payment of copying charges on a
'no profit no loss' basis.
45.3 Notwithstanding the provisions of Clauses 45.1 and 45.2, the Authority shall
be entitled to direct the Concessionaire, from time to time, to withhold the
disclosure of Protected Documents (as defined hereinbelow) to any person in
pursuance of the aforesaid Clauses.
Explanation:
The expression Protected Documents shali mean such of the Specified
Documents or documents referred to in Clauses 45.1 and 45.2, or portions
thereof, the disclosure of which the Authority is entitled to withhold under
the provisions of the Right to Information Act, 2005.
ARTICLE 46
REDRESSAL OF PUBLIC GRIEVANCES
46.1 Complaints Register
46.1.1 The Concessionaire shall maintain a public relations off~ceat each of the
Toll Plazas where it shall keep a register (the "Complaint Register") open
to public access at all times for recording of complaints by any person (the
"Complainant"). Information relating to the availability of and access to the
Complaint Register shall be prominently displayed by the Concessionaire at
each Toll Plazas so as to bring it to the attention of all Users.
46.1.2 The Complaint Register shall be securely bound and each page thereof shall
be duly numbered. It shall have appropriate columns including the complaint
number, date, name and address of the Complainant, substance of the
complaint and the action taken by the Concessionaire. Immediately after a
complaint is registered, the Concessionaire shall give a receipt to the
Complainant stating the date and complaint number.
46.1.3 Without prejudice to the provisions .of Clauses 46.1.1 and 46.1.2, the
Authority may, in consultation with the Concessionaire, specify the
procedure for making complaints in electronic form and for responses
thereto.
46.2 Redresssl of complaints
46.2.1 The Concessionaire shall inspect the Complaint Register every day and take
prompt and reasonable action for redressal of each complaint. The action
taken shall be briefly noted in the Complaint Register and a reply stating the
particulars thereof shall be sent by the Concessionaire to the Complainant
under a certificate of posting.
46.2.2 Within 7 (seven) days of the close of each month, the Concessionaire shall
send to the Authority and to the Independent Engineer a true photocopy each
of all the pages of the Complaint Register on which any entry has been
recorded during the course of such month, and upon perusal thereof, the
Authority may, in its discretion, advise the Concessionaire to take such
firrther action as the Authority may deem appropriate for a fair and just
redressal of any grievance. The Concessionaire shall consider such advice
and inform the Authority of its decision thereon, and if the Authority is of
the opinion that the Complainant is entitled to further relief, it may refer the
matter to the competent forum for its disposal under the Consumer
Protection Act, 1986, and advise the Complainant to pursue the complaint at
his own risk and cost.

ARTICLE 47
MISCELLANEOUS
47.1 Governing law and jurisdiction
This Agreement shall be construed and interpreted in accordance with &d

governed by the laws of India, and the courts at Delhi shall have exclusive
jurisdiction over matters arising out of or relating to this Agreement.
47.2 Waiver of immunity
Each Party unconditionally and irrevocably:
(a) agrees that the execution, delivery and performance by it of this

Agreement constitute commercial acts done and performed for
commercial purpose;
(b) agrees that, should any proceedings be brought against it or its assets,
property or revenues in any jurisdiction in relation to this Agreement
or any transaction contemplated by this Agreement, no immunity
(whether by reason of sovereignty or otherwise) from such
proceedings shall be claimed by or on behalf of the Party with respect
to its assets;
(c) waives any right of immunity which it or its assets, property or

revenues now has, may acquire in the future or which may be
attributed to it in any jurisdiction; and
(d) consents generally in respect of the enforcement of any judgement or

award against it in any such proceedings to the giving of any relief or
the issue of any process in any jurisdiction in connection with such
proceedings (including the making, enforcement or execution against
it or in respect of any assets, property or revenues whatsoever
irrespective of their use or intended use of any order or judgement
that may be made or given in connection therewith).
47.3 State Support Agreement
The Concessionaire acknowledges that it has received from the Authority a

certified true copy of the agreement executed between MOSRTH and the
State Govenunent for providing the support and services specified therein
(the "State Support Agreement"), and the Parties hereto agree to make their
best endeavours to procure the support of the State Government.
47.4 Depreciation and Interest
47.4.1 For the purposes of depreciation under the Applicable Laws, the property
representing the capital investment made by the Concessionaire in the
Project shall be deemed to be acquired and
For the avoidance of doubt, the Authority shall
Agra-Aligarh NH-93 Highwoy

3 24
&
respect of any claims for depreciation to be made by the Concessionaire
under the Applicable Laws.
47.4.2 Unless otherwise specified, any interest payable under this Agreement shall
accrue on a daily outstanding basis and shall be compounded on the basis of
quarterly rests.
47.5 Delayed payments
The Parties hereto agree that payments due from one Party to the other Party
under the provisions of this Agreement shall be made within the period set
forth therein, and if no such period is specified, within 30 (thirty) days of
receiving a demand along with the necessary particulars. In the event of
delay beyond such period, the defaulting Party shall pay interest for the
period of delay calculated at a rate equal to 5% (five per cent) above the
Bank Rate, and recovery thereof shall be without prejudice to the rights of
the Parties under this Agreement including Termination thereof.
47.6 Waiver
47.6.1 Waiver, including partial or conditional waiver, by either Party of any

default by the other Party in the observance and performance of any
provision of or obligations under this Agreement:-
(a) shall not operate or be construed as a waiver of any other or

subsequent default hereof or of other provisions of or obligations
(b) shall not be effective unless it is in writing and executed by a duly

authorised representative of the Party; and
(c) shall not affect the validity or enforceability of this Agreement in any
manner.
47.6.2 Neither the failure by either Party to insist on any occasion upon the
performance of the terms, conditions and provisions of this Agreement or
any obligation thereunder nor time or other indulgence granted by a Party to
the other Party shall be treated or deemed as waiver of such breach or
acceptance of any variation or the relinquishment of any such right
hereunder.
47.7 Liability for review of Documents and Drawings
Except to the extent expressly provided in this Agreement:
(a) no review, comment or approval by the Authority or the Independent

Engineer of any Project Agreement, Document or Drawing submitted
by the Concessionaire nor any observation or inspection of the
construction, operation or maintenance of the Project Highway nor
the failure to review, approve, comment, observe or inspect
hereunder shall relieve or absolve the
obligations, duties and liabilities under
Agm-Alz& NH-93 Highway

$- 2 5
Applicable Laws and Applicable Permits; and
(b) the Authority shall not be liable to the Concessionaire by reason of

any review, comment, approval, observation or inspection referred to
in Sub-clause (a) above.
47.8 Exclusion of implied warranties etc.
This Agreement expressly excludes any warranty, condition or other

undertaking implied at law or by custom or otherwise arising out of any
other agreement between the Parties or any representation by either Party not
contained in a binding legal agreement executed by both Parties.
47.9 Survival
47.9.1 Termination shall:
(a) not relieve the Concessionaire or the Authority, as the case may be,
of any obligations hereunder which expressly or by implication
survive Termination hereof; and
(b) except as otherwise provided in any provision of this Agreement

expressly limiting the liability of either Party, not relieve either Party
of any obligations or liabilities for loss or damage to the other Party
arising out of, or caused by, acts or omissions of such Party prior to
the effectiveness of such Termination or arising out of such
Termination.
47.9.2 All obligations surviving Termination shall only survive for a period of 3
(three) years following the date of such Termination.
47.10 Entire Agreement
This Agreement and the Schedules together constitute a complete and

exclusive statement of the terms of the agreement between the Parties on the
subject hereof, and no amendment or modification hereto shall be valid and
effective unless such modification or amendment is agreed to in writing by
the Parties and duly executed by persons especially empowered in this behalf
by the respective Parties. All prior written or oral understandings, offers or
other communications of every kind pertaining to this Agreement are
abrogated and withdrawn. For the avoidance of doubt, the Parties hereto
agree that any obligations of the Concessionaire arising from the Request for
Qualification or Request for Proposals, as the case may be, shall be deemed
to form part of this Agreement and treated as such.
47.11 Severability
If for any reason whatever, any provision of this Agreement is or becomes

invalid, illegal or unenforceable or is declwed by any court of competent
jurisdiction or any other instrumentality to be invali
unenforceable, the validity, legality or enforceability
provisions shall not be affected in any manner, and the
Agra-Aligorh NH-93 Highwoy

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in good faith with a view to agreeing to one or more provisions which may
be substituted for such invalid, unenforceable or illegal provisions, as nearly
as is practicable to such invalid, illegal or unenforceable provision. Failure to
agree upon any such provisions shall not be subject to the Dispute Resolution
Procedure set forth under this Agreement or otherwise.
47.12 No partnership
This Agreement shall not be interpreted or construed to create an association,

joint venture or partnership between the Parties, or to impose any partnership
obligation or liability upon either Party, and neither Party shall have any
right, power or authority to enter into any agreement or undertaking for, or
act on behalf of, or to act as or be an agent or representative of, or to
otherwise bind, the other Party.
47.13 Third parties
This Agreement is intended solely for the benefit of the Parties, and their
respective successors and permitted assigns, and nothing in this Agreemen:
shall be construed to create any duty to, standard of care with reference to, or
any liability to, any person not a Party to this Agreement.
47.14 Successors and assigns
This Agreement shall be binding upon, and inure to the benefit of the Parties
and their respective successors and permitted assigns.
47.15 Notices
Any notice or other communication to be given by any Party to the other

Party under or in connection with the matters contemplated by this
Agreement shall be in writing and shall:
(a) in the case of the Concessionaire, be given by facsimile or e-mail and

by letter delivered by hand to the address given and marked for -
attention of the person set out below or to such other person as the
Concessionaire may from time to time designate by notice to the
Authority; provided that notices or other communications to be given
to an address outside Delhi may, if they are subsequently confirmed
by sending a copy thereof by registered acknowledgement due, air
mail or by courier, be sent by facsimile or e-mail to the number as the
Concessionaire may from time to time designate by notice to the
Authority;
(b) in the case of the Authority, be given by facsimile or e-mail and by

letter delivered by hand and be addressed to the Chairman of the
Authority with a copy delivered to the Authority Representative or
such other person as the Authority may from time to time designate
by notice to the Concessionaire; provided that if the Concessionaire
does not have an office in Delhi ii may
or e-mail and by registered
Agra-Aligarh NH-93 Highway 4 37

.,
courier; and
(c) any notice or communication by a Party to the other Party, given in

accordance herewith, shall be deemed to have been delivered when in
the normal course of post it ought to have been delivered and in all
other cases, it shall be deemed to have been delivered on the actual
date and time bf delivery; provided that in the case of facsimile or e-
mail, it shall be deemed to have been delivered on the working day
following the date of its delivery.
47.16 Language
All notices required to be given by one Party to the other Party and all other
communications, Documentation and proceedings which are in any way
relevant to this Agreement shall be in writing and in English language.
47.17 Counterparts
This Agreement may be executed in two counterparts, each of which, when

executed and delivered, shall constitute an original of this Agreement.
Am-Al~garlrNH-93 Highway . 28
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ARTICLE 48
DEFINITIONS
48.1 Definitions
In this Agreement, the following words and expressions shall: unless

repugnant to the context or meaning thereof, have the meaning hereinafter
respectively assigned to them:
"Accounting Year" means the financial year commencing from the first day
of April of any calendar year and ending on the thirty-first day of March of
the next calendar year;
"Additional Facilities" means the facilities such as service stations, motels,

restaurants, shopping areas and amusement parks which the Concessionaire
may, in its discretion and subject to Applicable Laws, provide or procure for
the benefit of the Users, and which are in addition to the Project Facilities,
and not situated on the Site;
"Additional Tollway" shall have the meaning set forth in Clause 30.1.1;
"Adjusted Equity" means the Equity funded in Indian Rupees and adjusted
on the first day of the current month (the "Reference Date"), in the manner
set forth below, to reflect the change in its value on account of depreciation
and variations in WPI, and for any Reference Date occurring:
(a) on or before COD, the Adjusted Equity shall be a sum equal to the
Equity funded in Indian Rupees and expended on the Project, revised
to the extent of one half of the variation in WPI occurring between
the first day of the month of Appointed Date and the Reference Date;
(b) from COD and until the 4th (fourth) anniversary thereof, an amount
equal to the Adjusted Equity as on COD shall be deemed to be the
base (the "Base Adjusted Equity") and the Adjusted Equity
hereunder shall be a sum equal to the Base Adjusted Equity, revised
at the commencement of each month following COD to the extent of
variation in WPI occurring between COD and the Reference Date;
(c) after the 4th (fourth) anniversary of COD, the Adjusted Equity
hereunder shall be a sum equal to the Base Adjusted Equity, reduced
by 0.56% (zero point five six per cent) thereof at the commencement
of each month following the 4th (fourth) anniversary of COD and the
amount so arrived at shall be revised to the extent of variation in WPI
occurring between COD and the Reference Date;
For the avoidance of doubt, the Adjusted Equity shall, in the event of
Termination, be computed as on the Reference Date immediately preceding
the Transfer Date; provided that no reduction in the Adjusted &all be
made for a period equal to the duration, if any, for which the Conce
Period is extended, but the revision on account of WP
Agra-Afrgorh NH-93 H~ghway

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made;
"Affected Party" shall have the meaning set forth in Clause 34.1;
"Agreement" or "Concession Agreement" means this Agreement, its

Recitals, the Schedules hereto and any amendments thereto made in
accordance with the provisions contained in this Agreement;
"Appendix" shall have the meaning set forth in Clause 10.3.1;
"Applicable Laws" means all laws, brought into force and effect by GO1 or
the State Government including rules, regulations and notifications made
thereunder, and judgements, decrees, injunctions, writs and orders of any
court of record, applicable to this Agreement and the exercise, performance
and discharge of the respective rights and obligations of the Parties
hereunder, as may be in force and effect during the subsistence of this
Agreement;
"Applicable Permits" means all clearances, licences, permits,

authorisations, no objection certificates, consents, approvals and exemptions
required to be obtained or maintained under Applicable Laws in connection
with the construction, operation and maintenance of the Project Highway
during the subsistence of this Agreement;
"Appointed Date" means the date on which Financial Close is achieved or

an earlier date that the Parties may by mutual consent determine, and shall be
deemed to be the date of commencement of the Concession Period. For the
avoidance of doubt, every Condition Precedent shall have been satisfied or
waived prior to the Appointed Date and in the event all Conditions Precedent
are not satisfied or waived, as the case may be, the Appointed Date shall be
deemed to occur only when each and every Condition Precedent is either
satisfied or waived, as the case may be;
"Arbitration Act" means the Arbitration and Conciliation Act, 1996 and
shall include modifications to or any re-enactment thereof, as in force from
time to time;
"Associate" or "Affiliate" means, in relation to either Party, a person who

controls, is controlled by, or is under the common control with such Party (as
used in this definition, the expression "control" means, with respect to a
person which is a company or corporation, the ownership, directly or
indirectly, of more than 50% (fifty per cent) of the voting shares of such
person, and with respect to a person which is not a company or corporation,
the power to direct the management and policies of such person, whether by
operation of law or by contract or otherwise);
"Authority Default" shall have the meaning set forth in Clause 37.2.1;
"Authority Representative" means such person or persons as may be

+
authorised in writing by the Authority to act on its behalf tinder this--
Agreement and shall include any person or
Agm-Alrgorh NH-93 H~ghway

130
exercise any rights or perform and fulfil any obligations of the Authority
"Average Daily Fee" means the amount arrived at after dividing the total
Realisable Fee of the immediately preceding Accounting Year by 365 (three
hundred and sixty five), and increasing the result thereof by 5% (five per
cent);
provided that the Average Daily Fee for any period prior to completion of
the first Accounting Year following COD shall be a simple average of the
Fee collected every day during the period between COD and the last day of
the month preceding the date on which the event requiring calculation hereof
occurred, and in the event that the Fee payable by any segment of traffic has
not been realised for any reason, an assessment thereof shall be made by the
Independent Engineer to form part of the Average Daily Fee for such period;
"Bank" means' a bank incorporated in India and having a minimum net

worth of Rs. 1,000 crore (Rupees one thousand crore) or any other bank
acceptable to Senior Lenders, but does not include a bank in which any
Senior Lender has an interest;
"Bank Rate" means the rate of interest specified by the Reserve Bank of
India from time to time in pursuance of section 49 of the Reserve Bank of
India Act, 1934 or any replacement of such Bank Rate for the time being in
effect:
"Bid" means the documents in their entirety comprised in the bid submitted
by the selected bidder in response to the Request for Proposals in accordance
with the provisions thereof;
-'Bid Security" means the security provided by the Concessionaire to the

Authority along with the Bid in a sum of Rs.2.60 crore (Rupees Two point
six zero crore), in accordance with the Request for Proposals, and which is to
remain In force until substituted by the Performance Security;
"Bus" means any passenger motor vehicle with a registered carrying

capacity exceeding 32 (thirty two), excluding the driver;
" C O D or "Commercial Operation Date" shall have the meaning set forth
in Clause 15.1;
"Car" means and includes any mechanical vehicle being a light motor
vehicle, car, jeep, van, omnibus. or three-wheeled motor vehicle with a Gross
Vehicle Weight not exceeding 7,500 (seven thousand five hundred)
kilograms or a registered carrying capacity not exceeding 12 (twelve),
excluding the driver, but does not include a Motor Cycle, Tractor or road
roller;
"Change in Law" means the occurrence of any of the following after the
date of Bid:
Agra-Alrgarh NH-93 Hrghwq

(a) the enactment of any new Indian law;
(b) the repeal, modification or re-enactment of any existing Indian law;
(c) the commencement of any Indian law which has not entered into
effect until the date of Bid;
(d) a change in the interpretation or application of any Indian law by a

judgement of a court of record which has become final, conclusive
and binding, as compared to such interpretation or application by a
court of record prior to the date of Bid; or
(e) any change in the rates of any of the Taxes that have a direct effect
on the Project;
"Change in Ownership" means a transfer of the direct and/or indirect legal

or beneficial ownership of any shares, or securities convertible into shares,
that causes the aggregate holding of the selected bidder, together with its
Associates, in the total Equity to decline below 51% (fifty one per cent)
thereof during Construction Period and two years thereafter; provided that
any material variation (as compared to the representations made by the
Concessionaire d*ng the bidding process for the purposes of meeting the
minimum conditions of eligibility or for evaluation of its application or Bid,
as the case may be,) in the proportion of the equity holding of the selected
bidder to the total Equity, if it occurs prior to completion of a period two
years after COD, shall constitute Change in Ownership;
"Change of Scope" shall have the meaning set forth in Clause 16.1;
"Company" means the company acting as the Concessionaire under this

Agreement;
"Competing Road" means a road connecting the two end points of the
Project Highway and serving as an alternative route thereof, such road being
an existing paved road, which has been widened by more than 2 (two) metres
of paved road for at least 75% (seventy five per cent) of the total length
thereof at any time after the date of this Agreement, or a new road, which is
constructed after such date, as the case may be, but does not include any road
connecting the aforesaid two points if the length of such road exceeds the
length of the Project Highway by 20% (twenty per cent) thereof;
"Completion Certificate" shall have the meaning set forth in Clause 14.2;
"Concession" shall have the meaning set forth in Clause 3.1.1 ;
"Concessionaire" shall have the meaning attributed thereto in the array of

Parties hereinabove as set forth in the Recitals;
"Concession Fee" shall have the meaning set forth in Clause 26.1;
/
"Concession Period means the period starting on an

Date and ending on the Transfer Date;
Agra-Aligorh NH-93 Highway "

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"Concessionaire Default" shall have the meaning set forth in Clause 37.1 .l;
"Conditions Precedent" shall have the meaning set forth in Clause 4.1.1;
"Construction Period" means the period beginning from the Appointed

Date and ending on the COD;
"Construction Works" means all works and things necessary to complete

the Project Highway in accordance with this Agreement;
"Contractor" means the person or persons, as the case may be, with whom
the Concessionaire has entered into any of the EPC Contract, the O&M
Contract, the Tolling Contract or any other agreement or a material contract
for construction, operation and/or maintenance of the Project Highway or
matters incidental thereto, but does not include a person who has entered into
an agreement for providing financial assistance to the Concessionaire;
"Cure Period means the period specified in this Agreement for curing any
breach or default of any provision of this Agreement by the Party responsible
for such breach or default and shall:
(a) commence from the date on which a notice is delivered by one Party
to the other Party asking the latter to cure the breach or default
specified in such notice;
(b) not relieve any Party from liability to pay Damages or compensation
under the provisions of this Agreement; and
(c) not in any way be extended by any period of Suspension under this
Agreement; provided that if the cure of any breach by the
Concessionaire requires any reasonable action by the Concessionaire
that must be approved by the Authority or the Independent Engineer
hereunder, the applicable Cure Period shall be extended by the period
taken by the Authority or the Independent Engineer to accord their
approval;
"DBFOT or "Design, Build, Finance, Operate and Transfer" shall have

the meaning set forth in Recital (B);
"Damages" shall have the meaning set forth in Sub-clause (w) of Clause
1.2.1;
"Debt Due" means the aggregate of the following sums expressed in Indian
Rupees outstanding on the Transfer Date:
(a) the principal amount of the debt provided by the Senior Lenders
undir the Financing Agreements for financing the Total Project Cost
(the "principal") but excluding any part of the principal that had
fallen due for repayment two years prior to the Transfer Date;
/
(b) all accrued interest, financing fees and charges payable unde
Financing Agreements on, or in respect
Agra-Aligarh NH-93 Highwoy 5.c 33

Sub-clause (a) above until the Transfer Date but excluding (i) any
interest, fees or charges that had fallen due one year prior to the
Transfer Date, (ii) any penal interest or charges payable under the
Financing Agreements to any Senior Lender, and (iii) any pre-
payment charges in relation to accelerated repayment of debt except
where such charges have arisen due to Authority Default; and
(c) any Subordinated Debt which is included in the Financial Package

and disbursed by lenders for financing the Total Project Cost;
provided that if all or any part of the Debt Due is convertible into Equity at
the option of Senior Lenders andlor the Concessionaire, it shall for the
purposes of this Agreement be deemed to be Debt Due even after such
conversion and the principal thereof shall be dealt with as if such conversion
had not been undertaken;
"Debt Service" means the sum of all payments on account of principal,

interest, financing fees and charges due and payable in an Accounting Year
to the Senior Lenders under the Financing Agreements;
"Development Period" means the period from the date of this Agreement
until the Appointed Date;
"Dispute" shall have the meaning -set forth in Clause 44.1.1;
"Dispute Resolution Procedure" means the procedure for resolution of

Disputes set forth in Article 44;
"Divestment Requirements" means the obligations of the Concessionaire

for and in respect of Termination as set forth in Clause 38.1;
"Document" or "Documentation" means documentation in printed or

written form, or in tapes, discs, drawings, computer programmes, writings,
reports, photographs, films, cassettes, or expressed in any other written,
electronic, audio or visual form;
"Drawings" means all of the drawings, calculations and documents

pertaining to the Project Highway as set forth in Schedule-H, and shall
include 'as built' drawings of the Project Highway;
"EPC Contract" means the engineering, procurement and construction

contract or contracts entered into by the Concessionaire with one or more
Contractors for, inter alia, engineering and construction of the Project
Highway in accordance with the provisions of this Agreement;
"EPC Contractor" means the person with whom the Concessionaire has
entered into an EPC Contract;
"Emergency" means a condition or situation that is likely to endanger the

security of the individuals on or about the Project Highway, including Users A
thereof, or which poses an immediate threat of material damage to any of the

Project Assets;
Agra-Altgarh NH-93 H~ghwny

"Encumbrances" means, in relation to the Project Highway, any
encumbrances such as mortgage, charge, pledge, lien, hypothecation,
security interest, assignment, privilege or priority of any kind having the
effect of security or other such obligations, and shall include any designation
of loss payees or beneficiaries or any similar arrangement under any
insurance policy pertaining to the Project Highway, where applicable herein
but excluding utilities referred to in Clause 11.1;
"Equity" means the sum expressed in Indian Rupees representing the paid
up equity share capital of the Concessionaire for meeting the equity
component of the Total Project Cost, and shall for the purposes of this
Agreement include convertible instruments or other similar forms of capital,
which shall compulsorily convert into equity share capital of the Company,
and any interest-free b d s advanced by any shareholder of the Company for
meeting such equity component, but does not include Equity Support;
"Equity Support" shall have the meaning set forth in Clause 25.2.1;
"Escrow Account" means an Account which the Concessionaire shall open

and maintain with a Bank in which all inflows and outflows of cash on
account of capital and revenue receipts and expenditures shall be credited
and debited, as the case may be, in accordance with the provisions of this
Agreement, and includes the Sub-Accounts of such Escrow Account;
"Escrow Agreement" shall have the meaning set forth in Clause 3 1.1.2;
"Escrow Bank" shall have the meaning set forth in Clause 3 1.1.1;
"Escrow Default" shall have the meaning set forth in Schedule-S;
"Exempted Vehicle" means a vehicle exempted from payment of Fee under

and in accordance with the Fee Rules;
"Fee" means the charge levied on and payable for a vehicle using the Project
Highway or a part thereof, in accordance with the Fee Rules and this
Agreement;
"Fee Notification" means the Notification to be issued by the Government,

prior to the Appointed Date, in exercise of the powers conferred by Section
8A of the National Highways Act, 1956 read with Rule 3 of the National
Highways Fee (Determination of Rates and Collection) Rules, 2008, in
respect of the levy and collection of Fee during the Concession Period,
substantially in the form at Schedule-R;
"Fee Rules" mean the National Highways Fee (Determination of Rates and
Collection) Rules, 2008;
"Financial Close" means the hlfilment of all conditions precedent to the

initial availability of funds under the Financing Agreements;
"Financial Default" shall have the meaning set forth in
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A 35
"Financial Model" means the financial model adopted by Senior Lenders,
setting forth the capital and operating costs of the Project and revenues
therefrom on the basis of which financial viability of the Project has been
determined by the Senior Lenders, and includes a description of the
assumptions and parameters used for making calculations and projections
therein;
"Financial Package" means the financing package indicating the total

capital cost of Two-Laning with paved shoulder and the means of financing
thereof, as set forth in the Financial Model and approved by the Senior
Lenders, and includes Equity, all financial assistance specified in the
Financing Agreements, Subordinated Debt and Equity Support, if any;
"Financing Agreements" means the agreements executed by the

Concessionaire in respect of financial assistance to be provided by the Senior
Lenders by way of loans, guarantees, subscription to non-convertible
debentures and other debt instruments including loan agreements,
guarantees, notes, debentures, bonds and other debt instruments, security
agreements, and other documents relating to the financing (including
refinancing) of the Total Project Cost, and includes amendments or
modifications made in accordance with Clause 5.2.2;
"Force Majeure" or "Force Majeure Event" shall have the meaning

ascribed to it in Clause 34.1;
"GO1 or "Government" means the Government of India;
"Good Industry Practice" means the practices, methods, techniques,

designs, standards, skills, diligence, efficiency, reliability and prudence
which are generally and reasonably expected from a reasonably skilled and
experienced operator engaged in the same type of undertaking as envisaged
under this Agreement and which would be expected to result in the
performance of its obligations by the Concessionaire in accordance with this
Agreement, Applicable Laws and Applicable Permits in reliable, safe,
-
economical and efficient manner:
"Government Instrumentality" means any department, division or sub-

division of the Government or the State Government and includes any
commission, board, authority, agency or municipal and other local authority
or statutory body including Panchayat under the control of the Government
or the State Governrnent, as the case may be, and having jurisdiction over all
or any part of the Project Highway or the performance of all or any of the
services or obligations of the Co,ncessionaire under or pursuant to this
Agreement;
"Grant" shall have the meaning set forth in Clause 25.1.1 ;
"Gross Vehicle Weight" or " G W means in respect of any vehicle the

total weight of the vehicle and load certified and registered under the
Applicable Laws;

" I R C means the Indian Roads Congress;
"Indemnified Party" means the Party entitled to the benefit of an indemnity

pursuant to Article 42;
"Indemnifying Party7' means the Party obligated to indemnify the other

Party pursuant to Article 42; ,
"Independent Engineer" shall have the meaning set forth in Clause 23.1;
"Indirect Political Event" shall have the meaning set forth in Clause 34.3;
"Insurance Cover" means the aggregate of the maximum sums insured

under the insurances taken out by the Concessionaire pursuant to Article 32,
and includes all insurances required to be taken out by the Concessionaire
under Clause 32.1 but not actually taken, and when used in the context of
any act or event, it shall mean the aggregate of the maximum sums insured
and payable or deemed to be insured and payable in relation to such act or
event;
"Intellectual Property" means all patents, trade marks, service marks,

logos, get-up, trade names, internet domain names, rights in designs, blue
prints, programmes and manuals, drawings, copyright (including rights in
computer software), database rights, semi-conductor, topography rights,
utility models, rights in know-how and other intellectual property rights, in
each case whether registered or unregistered and including applications for
registration, and all rights or forms of protection having equivalent or similar
effect anywhere in the world;
"LOA" or "Letter of Award" means the letter of award referred to in

Recital (E);
"Lead Member" shall have the meaning set forth in Recital (C);
"Lenders' Representative" means the person duly authorised by the Senior

Lenders to act for and on behalf of the Senior Lenders with regard to matters
arising out of or in relation to this Agreement, and includes his successors,
assigns and substitutes;
"Light Commercial Vehicle" or "LCV" means any mechanical vehicle

being a passenger vehicle, minibus, light goods vehicle or goods carrier with
a Gross Vehicle Weight exceeding 7,500 (seven thousand five hundred)
kilograms but less than 12,000 (twelve thousand) kilograms or a registered
passenger carrying capacity exceeding 12 (twelve) but less than 32 (thirty
two), excluding the driver, and includes a Tractor with Trailer;
"Local User" means a person using a vehicle registered for non-commercial

purposes and used as such for commuting on a section of the Project
Highway, provided that (a) such vehicle is owned by a person who resides
within a distance of 20 km (twenty kilometres) from the nearest Toll Plaza;
(b) its use of such section of the Project
.: 37
Agra-Aligarh NH-93 H~ghway
Toll Plaza other than such nearest Toll Plaza; and (c) such section of the
Project Highway has no service road or alternative road; and shall include a
vehicle that uses a section of the Project Highway but does not cross a Toll
Plaza;
"MOSRTH means the Ministry of Shipping, Road Transport and Highways

or any substitute thereof dealing with National Highways;
"Maintenance Manual" shall have the meaning ascribed to it in Clause

17.3:
"Maintenance Programme" shall have the meaning ascribed to it in Clause

17.4.1;
"Maintenance Requirements" shall have the meaning set forth in Clause

17.2;
"Material Adverse Effect" means a material adverse effect of any act or

event on the ability of either Party to perform any of its obligations under
and in accordance with the provisions of this Agreement and which act or
event causes a material financial burden or loss to either Party;
"Medical Aid Post" shall have the meaning set forth in Clause 2 1.1;
"Motor Cycle" means and includes any two-wheeled motor vehicle;
"Multi-axle truck" or "Heavy Truck" means a mechanical vehicle being

any goods carrier, heavy construction machinery or earth moving equipment
with a Gross Vehicle Weight exceeding 20,000 (twenty thousand) kilograms,
but less than 60,000 (sixty thousand) kilograms, and includes a truck with
three to six axles;
"Nominated Company" means a company selected by the Lenders'

Representative and proposed to the Authority for substituting the
Concessionaire in accordance with the provisions of the Substitution
Agreement;
"Non-Political Event" shall have the meaning set forth in Clause 34.2;
"O&W means the operation and maintenance of the Project Highway and
includes all matters connected with or incidental to such operation and
maintenance, provision of services and facilities, and collection of Fee in
accordance with the provisions of this Agreement;
"O&M Contract" means the operation and maintenance contract that may
be entered into between the Concessionaire and the O&M Contractor for
performance of all or any of the O&M obligations;
"O&M Contractor" means the person, if any, with whom the

Concessionaire has entered into an O&M Contract for discharging O&M *
obligations for and on behalf of the Concessionaire;
.I 3 9
"O&M Expenses" means expenses incurred by or on behalf of the
Concessionaire or by the Authority, as the case may be, for all O&M
including (a) cost of salaries and other compensation to employees, (b) cost
of materials, supplies, utilities and other services, (c) premia for insurance,
(d) all taxes, duties, cess and fees due and payable for O&M, (e) all repair,
replacement, reconstruction, reinstatement, improvement and maintenance
costs, ( f ) payments required to be made under the O&M Contract, Tolling
Contract or any other contract in connection with or incidental to O&M, and
(g) all other expenditure required to be incurred under Applicable Laws,
Applicable Permits or this Agreement;
"O&M Inspection Report" shall have the meaning set forth in Clause 19.2;
"Operation P e r i o d means the period commencing from COD and.ending

on the Transfer Date;
"Oversized Vehicle" means any mechanical vehicle having 7 (seven) or

more axles or a Gross Vehicle Weight exceeding 60,000 (sixty thousand)
kilograms;
" P C U shall have the meaning ascribed to a passenger car unit in the Indian
Roads Congress Publication No. IRC-64, 1990 or any substitute or
modification thereof, and when used in this Agreement, shall include only
motorised vehicles liable to payment of user charges at the Toll Plazas in
accordance with the Fee Rules and the Exempted Vehicles specified therein,
but does not include Tractors, Motor Cycles and non-motorised vehicles;
"Panel of Chartered Accountants" shall have the meaning set forth in

Clause 33.2.1 ;
"Parties" means the parties to this Agreement collectively and "Party" shall
mean any of the parties to this Agreement individually;
"Performance Security" shall have the meaning set forth in Clause 9.1;
"Political Event" shall have the meaning set forth in Clause 34.4;
"Project" means the construction, operation and maintenance of the Project

Highway in accordance with the provisions of this Agreement, and includes
all works, services and equipment relating to or in respect of the Scope of the
Project;
"Project Agreements" means this Agreement, the Financing Agreements,

EPC Contract, O&M Contract, Tolling Contract, and any other material
agreements or material contracts that may be entered into by the
Concessionaire with any person in connection with matters relating to,
arising out of or incidental to the Project, but does not include the Escrow
Agreement, Substitution Agreement, or any agreement for procurement of
goods and services involving a consideration of upto Rs. 5 (five) crore;
"Project Assets" means all physical and other assets relating to and forming
Agm-Alrgorh NH-93 H~ghwoy --!3'3

part of the Site including (a) rights over the Site in the form of licence, Right
of Way or otherwise; (b) tangible assets such as civil works and equipment
including foundations, embankments, pavements, road surface, interchanges,
bridges, culverts, road overbridges, drainage works, traffic signals, sign
boards, kilometre-stones, toll plazas, electrical systems, communication
systems, rest areas, relief centres, maintenance depots and administrative
offices; (c) Project Facilities situated on the Site; (d) all rights of the
Concessionaire under the Project Agreements; (e) financial assets, such as
receivables, security deposits etc.; (f) insurance proceeds; and (g) Applicable
Permits and authorisations relating to or in respect of the Project Highway,
but does not include Additional Facilities;
"Project Completion Date" means the date on which the Completion

Certificate or the Provisional Certificate, as the case may be, is issued under
the provisions of Article 14;
"Project Completion Schedule" means the progressive Project Milestones

set forth in Schedule-G for completion of the Project Highway on or before
the Scheduled Two-Laning Completion Date;
"Project Facilities" means all the amenities and facilities situated on the
Site, as described in Schedule-C;
"Project Highway" means the Site comprising the existing road comprising
NH-93 from km 0.000 to km 79.000 and all Project Assets, and its
subsequent development and augmentation in accordance with this
Agreement;
"Project Milestones" means the project milestones set forth in Schedule-G;
"Provisional Certificate" shall have the meaning set forth in Clause 14.3;
"Punch List" shall have the meaning ascribed to it in Clause 14.3;
"RBI" means the Reserve Bank of India, as constituted and existing under
the Reserve Bank of India Act, 1934, including any statutory modification or
replacement thereof, and its successors;
"Re.", "Rs." or "Rupees" or "Indian Rupees" means the lawful currency of

the Republic of India;
"Realisable Fee" means all the Fee due and realisable under this Agreement,
but does not include fees that the Concessionaire has not been able to realise
after due diligence and best efforts. For the avoidance of doubt, Realisable
Fee shall, save as provided in Clause 26.5, be the amount so declared by the
Concessionaire on the basis of its provisional accounts or the audited
accounts, as the case may be, and in the event of a dispute thereto, the
Dispute Resolution Procedure shall apply;
"Reference Exchange Rate" means, in respect of any one currenEy that is to LI
be converted into another currency in accordance
Agm-Alrgorh NH-93 Htghwq

* -
'41)
C
Agreement, the exchange rate as of 12.00 (twelve) noon on the relevant date
quoted in Delhi by the State Bank of India, and in the absence of such rate,
the average of similar rates quoted in Delhi by the Bank of India and the
Bank of Baroda; .
"Request for Proposals" or "RFP" shall have the meaning set forth in
Recital (D);
"Request for Qualification" or "RFQ shall have the meaning set forth in
Recital (C);
"Revenue Shortfall Loan" shall have the meaning set forth in Clause
28.1.1;
"Right of Way" means the constructive possession of the Site, together with
all way leaves, easements, unrestricted access and other rights of way,
howsoever described, necessary for construction, operation and maintenance
of the Project Highway in accordance with this Agreement;
"Safely Consultant" shall have the meaning set forth in Clause 18.1.2;
"Safety Requirements" shall have the meaning set forth in Clause 18.1.1 ;
"Safety Fund" shall have the meaning set forth in Clause 18.2;
"Scheduled Two-Laning Date" shall have the meaning set forth in Clause
12.4.1;
"Scope of the Project" shall have the meaning set forth in Clause 2.1;
"Senior Lenders" means the financial institutions, banks, multilateral

lending agencies, trusts, funds and agents or trustees of debenture holders,
including their successors and assignees, who have agreed to guarantee or
provide finance to the Concessionaip under any of the Financing
Agreements for meeting all or any part of the Total Project Cost and who
hold pari passu charge on the assets, rights, title and interests of the
Concessionaire;
"Site" shall have the meaning set forth in Clause 10.1;
"Specifications and Standards" means the specifications and standards

relating to the quality, quantity, capacity and other requirements for the
Project Highway, as set forth in Schedule-D, and any modifications thereof,
or additions thereto, as included in the design and engineering for the Project
Highway submitted by the Concessionaire to, and expressly approved by, the
Authority;
"State" means the State of Uttar Pradesh and "State Government" means the
government of that State;
1
"Statutory Auditors" means a reputable firm of chartered accountants
acting as the statutory auditors of the Concessionaire under the provisions of
the Companies Act, 1956 including any statutory modification or re-
enactment thereof, for the time being in force, and appointed in accordance
with Clause 33.2.1;
"Subordinated. Debt" means the aggregate of the following sums expressed

in Indian Rupees or in the currency of debt, as the case may be, outstanding
as on the Transfer Date:
(a) the principal amount of debt provided by lenders or the

Concessionaire's shareholders for meeting the Total Project Cost and
subordinated to the financial assistance provided by the Senior
Lenders; and
(b) all accrued interest on the debt referred to in Sub-clause (a) above but
restricted to the lesser of actual interest rate and a rate equal to 5%
(five per cent) above the Bank Rate in case of loans expressed in
Indian Rupees and lesser of the actual interest rate and six-month
LIBOR (London Inter Bank Offer Rate) plus 2% (two per cent) in
case of loans expressed in foreign currency, but does not include any
interest that had fallen due one year prior to the Transfer Date;
provided that if all or any part of the Subordinated Debt is convertible into
Equity at the option of the lenders and/or the Concessionaire's shareholders,
it shall for the purposes of this Agreement be deemed to be Subordinated
Debt even after such conversion and the principal thereof shall be dealt with
as if such conversion had not been undertaken;
"Subsistence Revenue" means the total amount of Fee revenue that is

required by the Concessionaire in an Accounting Year to meet the sum of (a)
O&M Expenses, subject to an annual ceiling of 3% (three per cent) of the
Total Project Cost, {plus Grant, if any,) during the first Accounting Year
after COD, to be revised for each subsequent year to reflect the variations in
WPI occurring between COD and commencement of such Accounting Year,
and (b) Debt Service in such Accounting Year, but excluding any interest
paid by the Authority under clause 34.7.2 or 35.2;
"Substitution Agreement" shall have the meaning set forth in Clause 40.3;
"Suspension" shall have the meaning set forth in Clause 36.1;
"Taxes" means any Indian taxes including excise duties, customs duties,
value added tax, sales tax, local taxes, cess and any impost or surcharge of
like nature (whether Central, State or local) on the goods, materials,
equipment and services incorporated in and forming part of the Project
Highway charged, levied or imposed by any Government Instrumentality,
but excluding any interest, penalties and other sums in relation thereto
imposed on any account whatsoever. For the avoidance of doubt, Taxes shall L.
not include taxes on corporate income;

"Termination" means the expiry or termination of this Agreement and the
Concession hereunder:
"Termination Notice" means the communication issued in accordance with

this Agreement by one Party to the other Party terminating this Agreement;
"Termination Payment" means the amount payable by the Authority to the

Concessionaire upon Termination and may consist of payments on account
of and restricted to the Debt Due and Adjusted Equity, as the case may be,
which form part of the Total Project Cost in accordance with the provisions
of this Agreement; provided that the amount payable in respect of any Debt
Due expressed in foreign currency shall be computed at the Reference
Exchange Rate for conversion into the relevant foreign currency as on the
date of Termination Payment. For the avoidance of doubt, it is agreed that
within a period of 60 (sixty) days fiom COD, the Concessionaire shall notify
to the Authority, the Total Project Cost as on COD and its disaggregation
between Debt Due and Equity, and only the amounts so conveyed shall form
the basis of computing Termination Payment, and it is further agreed that in
the event such disaggregation is not notified to the Authority, Equity shall be
deemed to be the amount arrived at by subtracting Debt Due fiom Total
Project Cost;
"Tests" means the tests set forth in Schedule-I to determine the completion
of Two-Laning with paved shoulder in accordance with the provisions of this
Agreement "Toll Plaza" means the structures and barriers erected at the
specified location on the Project Highway for the purpose of regulating the
entry and exit of vehicles in accordance with the provisions of this
Agreement and shall include all land, buildings, equipment, and other
facilities required in accordance with or incidental to the provisions of this
Agreement; provided that such Toll Plaza(s) shall be situated at location(s)
specified in the Bid or within a distance of 1 (one) kilometre thereof;
"Tolling Contract" means the contract, if any, entered into by the

Concessionaire with the Tolling Contractor for collection of Fee for and on
behalf of the Concessionaire and matters incidental thereto; .
"Tolling Contractor" means the person, if any, with whom the

Concessionaire has entered into a Tolling Contract;
"Total Project Cost" means the lowest of:
(a) the capital cost of the Project, (less Equity Support) as set forth in
the Financial Package;
(b) the actual capital cost of the Project upon completion of Two-Laning
with pave shoulder of the Project Highway {less Equity Support);
and
(c) a sum of Rs. 250 crore (Rupees two hundred fifty crore), g s s Equity
Support;
?-
provided that in the event of Termination, the Total Project Cost shall be
deemed to be modified to the extent of variation in WPI or Reference
Exchange Rate occurring in respect of Adjusted Equity and Debt Due, as the
case may be, in accordance with the provisions of this Agreement; provided
further that in the event WPI increases, on an average, by more than 6% (six
per cent) per annum for the period between the date hereof and COD, the
Parties shall meet, as soon as reasonably practicable, and agree upon revision
of the amount hereinbefore specified such that the effect of increase in WPI,
in excess of such 6% (six per cent), is reflected in the Total Project Cost;
"Tractor" means a motor vehicle which is not itself constructed to carry

any load other than the equipment used for the purpose of propulsion, but
does not include a road roller; and "Tractor with Trailer" means a Tractor
with an attached vehicle used for carrying goods;
"Traff~cAid Post" shall have the meaning set forth in Clause 20.2;
"Transfer Date" means the date on which this Agreement and the
Concession hereunder expires pursuant to the provisions of this Agreement
or is terminated by a Termination Notice;
"Truck" means any mechanical vehicle being a goods carrier with a Gross
Vehicle Weight exceeding 12,000 (twelve thousand) kilograms, but less than
20,000 (twenty thousand) kilograms;
"Two-Laning with paved shoulder" or "Two-Lane with paved shoulder"

means the construction and completion of all works included in or
constituting a Two-Lane with paved shoulder Project Highway, as specified
in Article 2 read with Schedule-B and Schedule-C;
"User" means a person who travels or intends to travel on the Project

Highway or any part thereof inion any vehicle on payment of Fee or in
accordance with the provisions of this Agreement and Applicable Laws;
"Vesting Certificate" shall have the meaning set forth in Clause 38.4; and
"WPI" means the Wholesale Price Index for all commodities as published
by the Ministry of Industry, GO1 and shall include any index which
substitutes the WPI, and any reference to WPI shall, unless the context
otherwise requires, be construed as a reference to the latest monthly WPI
published no later than 30 (thirty) days prior to the date of consideration
hereunder.
IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED AND
DELIVERED THIS AGREEMENT AS OF THE DAY, MONTH AND YEAR
FIRST ABOVE WRITTEN.
SIGNED, SEALED AND THE COMMON SEAL OF

DELIVERED CONCESSIONAIRE has been affixed
For and on behalf of pursuant to the resolution passed by the
National Highways Authority of India Board of Directors of the Concessionaire at
by: its meeting held on the 8' day of December
2010 hereunto affixed in the presence of Mr.
B.N. Nagaraj, Director, who has signed these
presents in token thereof
(H. N. Mallick)
General Manager (T)
National Highways Authority of India
G-5 @W~-WIU~~\LLICK Nagar
Md(Tech,)
Main Market, Agra - 282005 (UP)
!:,?j-,
* *
N3'1::,,al Hjghways Authority
(' .<* T
--my ci Rosd Transpon &
C7? 6 , * a - l o . m ,
3-5
G-5 6 . Ssctor-IO. ~ w a ~ k ~ ;
In the presence of:
I . signature 49$4& 1. Signature -

Name Name R . D . P I I ~ ' ~ ~ ~
Address Address~~t~e03
n
2. Signature 2. Signature
Name Name
Address MBcw~);
w%i
SCHEDULE - A
(See Clause 10.I )
SITE OF THE PROJECT
1 The Site
1.1 Site of the Two-Lane Project Highway shall include the land, buildings, structures
and road works as described in Annex-I of this Schedule-A.
1.2 An inventory of the Site including the land, buildings, structures, road works,
trees and any other immovable property on, or attached to, the Site shall be
prepared jointly by the Authority Representative and the Concessionaire, and such
inventory shall form part of the memorandum referred to in Clause 10.3.1 of the
Agreement.
1.3 Additional land required for Toll Plazas, Traffic Aid Posts, Medical Aid Posts and
vehicle rescue posts or for construction of works specified in the Change of Scope
Order issued under Clause 16.2.3 of this Agreement shall be acquired in
accordance with the provisions of Clause 10.3.6 of this Agreement. Upon
acquisition, such land shall form part of the Site and vest in the Authority.
Annex - I
(Schedule-A)
Site for Two-Laning
1. Site
The Site of the Two-Lane Project Highway comprises the section of National
Highway 93 commencing from Km O/OO(Design Km 0) and ends at Km.
7910qDesign 81.400) in Aligarh, at junction with NH-91 in the state of Uttar
Pradesh. The land, carriageway and structures comprising the Site are described
below.
2. Land
The Site of the Project Highway comprises the land described below:
*Km 39 to Km 50 is the bypass portion
" No Krn stone is present beyond 75 Km stone.
Existing Project Road length: 79 Km
Design Project Road length: 81.4 Km
SCHEDULE - B
(See Clause 2.1)
DEVELOPMENT OF THE PROJECT HIGHWAY
1 Development of the Project Highway
Development of the Project Highway shall include constmction of the Project

Highway as described in this Schedule-B and in Schedule.
2 Two-Laning
2.1 Two-Laning shall include the Two-Lane Project Highway as described in Annex-]
of this Schedule-B and Annex-I of Schedule-C.
2.2 Two-Laning shall be completed by the Concessionaire in conformity with the

Specifications and Standards set forth in Annex-I of Schedule-D.
Annex - I
(Schedule-B)
Description of Two-Laning
1 Width of Carriageway
1.1 The paved carriageway shall be 10 metres wide, provided that in the following
urban stretches, the width of carriageway shall be:
1.2 Except as otherwise provided in this Agreement, the width of the paved
carriageway shall conform to Clause 1.1 above.
2 Project Facilities
Project facilities shall be constructed in conformity with Annex-I of Schedule-C.
3 Specificationsand Standards
The Project Highway shall be constructed in conformity with the, Specifications

and Standards specified in Annex-I of Schedule-D.
4 Other Features of Two-Laning
4.1 Sections requiring footpath and lined Drains
At the following towns/built-up areas, footpath and lined drains shall be provided
(Refer Clause 2.5.2 of Manual).
Development of line drains with footpath:
I SI.I Name of I Desian Chainaae I Lenath 1 Remarks
I I From I To
1 I KhanduG 1 12.000 1 13.000 1 1.000 1 coveredlined
drains without
footpath, due to
ROW limitations
2 Aligarh 79.200 81.400 2.200 Covered lined
drains without
footpath, due to
-
ROW limitations
4.2 Curves requiring improvement.
Subject to provision of land by the Authority, the curves at the locations indicated
below shall be improved by the Concessionaire for achieving the minimum design
speed (Refer Clause 2.2.3 of Manual).
4.3 Sections requiring raising of embankment

The embankment in following sections shall be raised in accordance with Clause
4.2.2(i) of Manual.
Nil
4.4 Bypass
One Bypass shall be constructed on the Project Highway, as per details given
below (Refer Clause 2.l(ii) (b) of the Manual).
SI.No. Name of Bypass Design Chainage (Km) - Length (Km)

From I To
1 Hathras Bypass 39+000 1 52+450 13.450
4.5 Realignments
In the following sections, the existing road geometries are deficient with respect
to minimum requirements and their improvements to prescribed standards
requires acquisition of additional land as required, the concessionaire shall build
the Carriageway as per the prescribed geometric standards in the section noted
below (Refer Clause 2.1 (v) of Manual)
Design Chainage (Km) Realignment ROW to be

S. No.
From To Length (m) Acquired (m)
27+500 27+800 300 40
4.6 WideningIReconstruction of existing major bridges
Nil
4.7 Repairlstrengthening of major bridges
Nil
4.8 Wideninglre-constructionof existing minor bridges
The following minor bridges shall be re-constructed / widened (Refer Clause

7.3.2 of Manual).
Reconstruction
Sr. No. Design Chainage (km) Widtb of Carriageway
1 27.655 2x1 1.0

2 62.260 1I
4.9 Repair and strengthening of minor bridges
The following minor bridges shall be repaired and strengthened (Refer Clause
7.23 of Manual).
4.10 Reconstruction of Culverts
The following Culverts shall be reconstructed (Refer Clause 7.3.1 of the Manual).
Design Chainage (km)

4.11 Widening of Culverts
Following culverts are to be widened as per clause 7.3.1 of the Manual.
I Sr. No. I Design Chainage I
4.12 New ROBS
ROB shall be constructed over the Railway Line crossing the proposed Hathras Bypass at
the following location:
SI.No. I Design Chainage (Km) Remarks
1 45.562 Proposed Hathras Bypass

SCHEDULE - C
(See Clause 2. I )
PROJECT FACILITIES
The Concessionaire shall construct the Project Facilities in accordance with the
provisions of this Agreement. Such Project Facilities shall include:
(a) Toll Plaza;
(b) Roadside Furniture;
(c) Street Lighting;
(d) Pedestrian Facilities;
(e) Landscaping and tree plantation;
(0 Rest Areas;
(g) Truck Lay-bys;
(h) Bus-bays and Bus shelters;
(i) Traffic Aid Posts;
(j) Medical Aid Posts; and
(k) Vehicle Rescue Posts;
2 Project Facilities for Two-Laning
Project Facilities forming part of Two-Laning to be completed on or before the

Project Completion Date have been described in Annex-I of this Schedule-C.
Annex - I
(Schedule-C)
Project Facilities for Two-Lsning
The Concessionaire shall construct the Project Facilities described in this Annex-I
to fonn part of the Two-Lane Project Highway. The Project Facilities shall
include:
(a) Toll Plaza;
(b) Roadside Furniture;
(c) Pedestrian Facilities;
(d) Tree Plantation;
(e) Truck lay-bys;
(0 Bus-bays and Bus shelters; and
(g) Traffic Aid Posts;
(h) Medical Aid Posts; and
(i) Vehicle Rescue Posts;
2 Description of Project Facilities
Each of the Project Facilities shall be constructed in accordance with the Manual
of Specifications and Standards specified in Schedule-D.
The location of Toll plazas are as under:
S. No. Location of Toll Plaza
1 Krn 15.ooo
2 Km 70.000
SCHEDULE - D
(See Clause 2.1)
SPECIFICATIONS AND STANDARDS
1 Two-Laning
The Concessionaire shall comply with the Specifications and Standards set forth
in Annex-I of this Schedule-D for construction of the Two-Lane Project Highway.
Annex - I
(Schedule-D)
Specifications and Standards for Two-Laning
1 Manual of Specifications and Standards to apply
Subject to the provisions of Paragraph 2 of this Annex-[, Two-Laning of the

Project Highway shall conform to the Manual of Specifications and Standards for
DBFOT Road Projects published by the Indian road Congress (IRC No. IRC:
SP:73-2007). (An authenticated copy of the Manual has been provided to the
Concessionaire as part of the bid documents.)
2 Deviations from the Manual
Notwithstanding anything to the contrary contained in the aforesaid Manual, the

following Specifications and Standards shall apply to the Two-Lane Project
Highway, and for purposes of this Agreement, the aforesaid Manual shall be
deemed to be amended to the extent set forth below:
(a) Speed is restricted to 65 Kmph at the following locations (Design Chainage)
Sadabad Town (Km 25.600 - Km 28.500)

Sasni Town (Km 59.800 - Km 6 1.100)
(b) No Curve improvements will be done in beyond Krn 79.200 (Design

Chainage)
(c) Speed restrictions will be followed for curve improvements given in Clause
4.2 of Annexure-I to Schedule- B
Two-laning of Highways
'.
+ 1 through
Public Private Partnership
-- - - - - - .__ - _- _
MANUAL
OF
SPECIFICATIONS & STANDARDS
Planning Commission
Government of India
New Delhi
1 Contents
C
Foreword
... P
Xlll
Preface P
2 Geometric Design and General Features 11 I?
2.1 General 11 r?
2.2 Design Speed 12 ('
2.3 Right-of-way - 12 r;
h
2.4 Lane width of Carriageway 13
(,'
2.5 Shoulders 13
i'
2.6 Roadway Width 14 -
-- __14 ---!L
2.7 Camberrosstall
15
c -'
2.8 Horizontal Alignment
('
2.9 Sight Distance 17
0
2.10 Vertical Alignment 18
( .'
2.1 1 Lateral and Vertical Clearance at Underpasses 18
(-~,
2.12 Lateral and Vertical Clearance at Overpasses 19
2.13 Service Roads 19 i'
2.14 Grade separated Structures 19 <',-"-
2.15 Typical Cross Sections 20 c
2.16 Capacity of two lane highway 20 -'

i
3 Intersections and Grade Separators 27 ( '
3.1 Intersections 27 ( '
3.2 At-grade Intersections 27 ( I
'
3.3 Grade Separated Intersections without ramps 29
Fkm
-
3.4 Interchanges
--
.
(9
i"w
-
30 ( -a
/' /'
i
t
IONS AND STANDARDS
4 Road Embankment and Cuttings

4.1 General
4.2 Road Embankment
w 4.3 Roadway in Cutting
4.4 Soil Survey Investigations and Design Report
Pavement Design
5.1 General
5.2 Method of Design of Flexible Pavements
5.3 Method of Design of Rigid Pavements
5.4 Design of New Pavements
5.5 Design Traffic
5.6 Subgrade
5.7 Pavement Components and Materials
5.8 Performance Evaluation
5.9 Widening and Strengthening of Existing Road to
Two Lane with Paved Shoulders
5.10
-
Design of Strengthening Treatment (Overlay)
- p _ - - - - _ p - - - ~ -
-. -
5.11 Construction, Workmanship and Quality of Work

5.12 Premature Distress
5.13 Detailed Design Report
6 Roadside Drainage
6.1 General
6.2 Surface Drainage
6.3 Median Drainage
- 6.4 Drainage of High Embankment

6.5 Catch Water Drains
6.6 Sub-surface Drains
6.7 Internal Drainage of Pavement Structures
6.8 Survey, Investigationi and Design Report
7 Design of Stnictures 71
7.1 General - 71
7.2 Design Loading and Stresses 71
7.3 Wideninglreconstruction of existing smctures
7.4 Structure Types
7.5 Hydrology
7.6 Sub-surface Investigations
7.7 Culverts
7.8 Prestressing
7.9 Form Work
7.10 Foundation and Sub-structures
7.11 Approach Slab
7.12 Superstructure
7.13 Bearings
7.14 Expansion Joints
7.15 Wearing Coat
7.16 Earth Retaining Structures
7.17 River Training and Protective Works
7.18 Safety Barriers
7.19 Rail Road Bridges
- - -- - - _ _-.
7.20 Grade Separated Road Structures
7.21 Drainage
7.22 Structure in Marine Environment
7.23 Repairs and Strengthening
7.24 Design Report
8 Materials and Specifications for Structures

8.1 General
8.2 Structural Concrete
8.3 Cement
8.4 Coarse Aggregates
8.5 SandfFine Aggregates
8.6 Water
8.7 Concrete Admixture
8.8 Steel
8.9 Storage of Materials
NS AND STANDARDS
9 "kaffic Control Devices and Road Safety Works
. 9.2 Road Markings

9.3 Road Signs
9.4 Road Side Safety Barriers
9.5 Safety during Construction
9.6 Design Report
10 Toll Plazas
10.1 General
10.2 Location of Toll Plaza
10.3 Land for Toll Plaza
10.4 Layout and Design of Toll Plaza 117
4 10.5 Tollbooths
10.6 Road Works
10.7 Traffic Signs 120
~ ~ - -3a-3
- ~-R D d - M a r e - - 4 2 0 - ..
10.9 Toll Plaza Complex 120

10.10 Check/Baniers Gate
10.11 Lighting
10.12 Water Supply
10.13 Fire Fighting System
10.14 Report to be submitted
- 11 Roadside Furniture
11.1 General 135
11.2 Road Boundary Stones (RBS) 135
11.3 Kilometer and 200m Stones 135
11.4 Roadside railingspedestrian Guard rails ' 135
11.5 Overhead Traffic Signs 137
11.6 Traffic Impact Attenuators 137
1 1.7 Road Delineators 138
I
12 Landscaping and Ree Plantation
12.1 General
12.2 Design consideration in various locations
12.3 Maintenance of Plants
13.1 General
13.2 Pedestrian Facilities
13.3 Street Lighting
13.4 Truck Lay byes
13.5 Bus Bays and Bus Shelters
13.6 Cattle Crossings
13.7 Traffic Aid Posts
14 Special Requirements for Hill Roads

- _ &1 General - - ... . -
14.2 Set back Distance at Horizontal Curves

14.3 Grade Compensation at Curves
14.4 Hairpin Bends
14.5 Climbing Lane
14.10 Retaining Walls
Appendices
Appendix-1 List of Paras for Preparing Schedules of the

Concession Agreement
i
Appendix-:! List of IRC Publications 167
L
Foreword
The Government of India has initiated an ambitious

National Highways Development Programme (NHDP) that
relies substantially on public Private Partnerships (PPPs) as a
means of attracting private capital, improving efficiencies and
reducing costs. Several states are pursuing similar programmes
based on PPPs in state highways, while a few others are in
different stages of the process.
For awarding PPP projects within a competitive, efficient

and economic framework based on international best practices,
Government of India has adopted a Model Concession Agreement
(MCA) for PPPs in National Highways. On similar lines, the
Planning Commission has published an MCA for State Highways
These MCAs follow the Design, Build, Finance and Operate
t @BFO) approach that requires the Concessionaire to bear the
responsibility for detailed design. However, the accountability
- - - - -- - -- -- - - -.
for providing safe and reliable roads ultimately rests with the
Government and the MCA, therefore, mandates a Manual of
Standards and Specifications that the concessionaire must
conform to.
Consistent with the DBFO approach, only the core

requirements of design, construction, operation and maintenance
of the project highway are to be specified. In sum, the
framework should focus on the 'what' rather than the 'how' in
relation to the delivery of services by the concessionaire. This
would enable cost efficiencies to occur because the shift to
output-based specifications would provide the private sector
with a greater opportunity to add value by innovating and
optimising on designs in a way normally denied to it under
conventional input-based. procurement specifications.
For evolving standards conforming to the DBFO approach,

the Planning Commission asked the Indian Roads Congress
(IRC), the apex institution of highway engineers in India, to ,
AllONS AND STANDAKUS
develop this Manual of Specifications and Standards for two-

lane highways. The Manual would, by reference, form an
integral part of the MCA and would be binding on the
concessionaire. Its provisions would be cnforceable and any
breach would expose the concessionaire to penalties, including
termination of the concession.
The Manual has been evolved after extensive consultations

with experts and stakeholders. Following the conventions of
IRC, deliberation on this Manual were undertaken by its Project
Preparation (G-I) Committee, General Standards and
Specifications Committee. Executive Committee and the Council
of Indian Roads Congress, in that order. These fora include
experts drawn from the Central and State governments, private
sector entities, academia and research organisations. The Manual
is now an approved technical document of the IRC and stands
at par with other IRC documents that are widely followed across
the country by way of coda1 provisions. Road building agencies
of the Central and State Governments could either adopt this
-mwp
Manuar in i t s preTeiit f 6 i ormake S i u i moiiifEatioFE-ds
be relevant for their purposes. In the latter case, they should
publish the modified Manual so that it could be applied, by
reference, to their respective PPP projects.
The Manual is to be used in relation to Schedule D of the

MCA. Besides integrating this Manual into the concession
agreement, the said schedule permits deviations from the
Manual to address project-specific requirements. However, all
such deviations would need to be stated precisely with a view
to enabling bidders to assess their costs with some degree of
accuracy.
Since the concessionaire would be contractually bound by

the provisions of the Manual, care has been taken to ensure that
it is consistent with the provisions of the MCA. These standard
documents should enable the respective Governments to take up
a large programme for development of safe and reliable roads
through PPPs, with least cost to the users and to the public
anived at after several rounds of expert and stakeholder
deliberations with a view to ensuring development of quality
roads and at the same time improving their financial viabilify
by optimizing on costs and obligations. Modifications, if any,
should be made by the executing agencies with due regard to
their legal, financial and technical implications on the underlying
contractual framework.
The office-bearers of IRC, especially its President and

Secretary General and the Chairpersons of the relevant
Committees, are to be complimented for their commendable
effort in producing this volume with the assistance of eminent
experts. Their contribution would go a long way towards the
development of highways through PPPs - a modality that has
become inevitable for attracting ever larger volumes of investment
to this sector.
- - - - - . . - _.-(G%ndca HaldezL - -- - .
Adviser to Deputy Chairman,

May 20, 2007 Planning Commission
Preface
There is an urgent need to improve the existing State

Highways, at least to 2-lane standards, to ensure balanced road
network connectivity in the country. Availability of funds. to '
undettake this gigantic task, by the States has remained a serious
constfaint so far. With a view to attracting private investment
for the development of State roads, the Planning Commission
has recently brought out a "Model Concession Agreement" for
Public Private Partnership. Schedule-D of the Model Concession
Agreement prescribes for preparation of a Manual of
Specifications and Standards by State PWDs for compliance by
the Concessionaire. It was felt that a Standard Manual of
Specifications and Standards should be brought out by the
Indian Roads Congress (IRC) to ensure uniformity of approach
and to facilitate easy implementation by various State
Governments. Accordingly, the Planning Commission, Govt. of
India entrusted the work to IRC.
- -- - - .
. -- - - --
An Expert Group comprising the following was constituted

by the IRC for preparation of the Manual.
(i) Shri D.P. Gupta : Former ~ i r e c t o rGeneral

(Road Development)
(ii) Shri S.C. Sharma : Former Director General

(Road Development)
(iii) Shri N.K. Sharma : Technical Advisor, IRC
The first draft document prepared by the Expert Group was

submitted to the Project Preparation (G-1) Committee of the IRC
in September, 2006. The Committee constituted a Sub-Group
comprising of SIShri S.K. Nirmal, K. Venkata Ramana and i
Pranavant, General Managers, National Highways Authority of i'

India to examine the draft document in greater detail. The Expert t-
Group subsequently modified the draft by incorporating the_
(--
comments of (3-1 Committee. The modified draft was approved
xiii
479
.L
ONS AND STANDARDS
by G-1 Committee in its meeting held on 7th January, 2007. This

draft was considered and approved by the General Specifications
and Standards (GSS) Committee with some observations in its
meeting held on 3Lst January, 2007. The amended draft was
approved by the Executive Committee of the IRC on 6th
February, 2007 with the direction that the same should be got
reviewed by the Stakeholders. The draft was reviewed by the
Stakeholders at a Workshop held in the IRC on 12th February,
2007 where a few suggestions were made. Considering the
urgency in the matter, a Special Council Meeting of the IRC was
convened on 24th February, 2007 for consideration of the draft.
The Council discussed the draft at length and directed the

Secretary General, IRC to examine the comments and get the
draft modified by the Expert Group. This modified draft was
further discussed by a Committee comprising of Shri G Sharan,
Additional Director General, MOSRTH (Convenor, GSS
Committee), Shri Nirmaljit Singh, Member (Tech.), NHAI (Co-
Convenor, GSS Committee), Shri S.K. Puri, Chief General
Manager, NHAI (Convenor, G-1 Committee), Shri V.K. Sinha,
- - - - - - -- -- ---- -- -- - ---- - A- -- - - - --
Secretary General, IRC, Shri A.P. Bahadur, chief Engineer,
MOSRTH, along with Shri R.K. Jain, Shri GS. Khinda, Shri
M.V.B.Rao, Technical Advisors, IRC and Shri Sharad Varshney,
Additional Director (Tech.), IRC. After detailed deliberations
and number of modifications, the draft was finally approved for
publication by IRC.
An attempt has been made to adopt a balanced approach

to bring in the latest technology and specifications, at the same
time, keeping the cost of projects within manageable3limits so
as to attract more entrepreneurs. A document of this nature
cannot remain static in view of the continuous up-gradation of
technology over the years. Users of this Manual are going to
be the best judge of the deficiencies, if any, in the document.
Their feedback and suggestions will be greatly valued by IRC
to keep this document updated measuring upto the expectations
of the users.
f
IRC expresses its gratitude to the various members whose
names have been mentioned above and other members of
different Committees including members of IRC Council who
have taken great pains and contributed immensely in finalisation
of this Manual. The efforts made by the officers and staff of IRC
are also acknowledged. The painstaking'efforts put in by Shri
D.P. Gupta, Shri S.C. Sharma and Shri R.S. Sharma, former
Secretary General, IRC are gratefully acknowledged. Special
appreciation is extended to Shri Gajendra Haldea, Advisor to
Deputy Chairman, Planning Commission who has inspired the
IRC and effectively monitored the preparation of this Manual.
I am confident that this Manual will serve its intended

purpose as part of the Model Concession Agreement for Public
Private Partnership in Highways.
-. --- ~ -- (V.K. Sinha) ~- ~-..
Secretary General, IRC
April 2007
NS A N D STANDARDS
List of Symbols and Abbreviations
AASHTO American Association of State Highway and Transportation Officials

ADT Average Daily TraMic
ASTM American Society for Testing and Materials
BI Bump Integrator
B IS Bureau of Indian Standards
CBR California Bearing Ratio
COD Commercial Operation Date
HDPE High Density Polyethylene
HYSD High Yield S k n g t h Deformed (Bars)
IE Independent Engineer
IRC Indian Roads Congress
IS Indian Standards
LCV Light Commercial Vehicle
LL Liquid Limit
MCA Model Concession Agreement -
- - -
- --MOSRTK Ministq.-cd3hippingTRoaa TrGsport & Highways

NBC National Building Code
NHAI National Highways Authority of India
OMC Optimum Moisture Content
PCC Plain Cement Concrete
PCU Passenger Car Unit
PHPD Peak Hour Peak Direction
PPM Parts per million
PSC Prestressed Concrete
QAM Quality Assurance Manual
QAP Quality Assurance Plan
QS Quality System
RCC Reinforced Cement Concrete
ROB Road over Bridge (Road over railway line)
ROW Right of Way
RUB Road under Bridge (Road under railway line)
TMT Thermo Mechanically Treated -
VDF Vehicle Damage Factor
NIC SF 73 1007
Section 1
x&!neral__ ._
SECTION 1
GENERAL
1.1 The scope of the work shall be as defined in the Concession Agreement. Two Laning/
Two Laning with Paved Shoulders of the Project Highway shall be undertaken and
completed by the Concessionaire as per the Specifications and Standards set forth in
i this Manual.
I
I 1.2 The Project Highway and the project facilities shall conform to the design
requirements set out in this Manual which are the minimum prescribed. The project
report and other information provided by the Government shall be used by the
Concessionaire only for its own reference and for canying out further investigations.
The Concessionaire shall be solely responsible for undertaking all the necessary
surveys, investigations and detailed designs in accordance with the good industry
practice and due diligence, and shall have no claim against Government for any loss,
damage, risk, costs, liabilities or obligations arising out of or in relation to the project
report and other information provided by the Govenunent.
- --- - - - - - --- - -- -
- - -
1.3 Alternative designs and Specifications for the pavement and structures (bridges,
culverts, underpasses, subways, overpasses, road overhnder bridges, retaining walls,
reinforced earth walls etc.) may be adopted by the Concessionaire in accordance with
design requirements set out in this Manual and three copies of each shall be sent to
the Independent Engineer (the " I E ) for review and comments, if any. In particular,
such comments shall specify the conformity, or otherwise, of such designs and
Specifications with the requirements specified in this Manual. The conditions specified
in subsequent para 1.13 may also be referred to.
1.4 At least two weeks prior to commencement of the work, the Concessionaire shall draw
up a Quality Assurance Manual (QAM) covering the Quality System (QS), Quality
Ii Assurance Plan (QAP) and documentation for all aspects of the bridge and road works
I
and send three copies each to the IE for review. The class of quality assurance shall
I
not be less than Q-3.
I
1-5 The Codes, Standards and Technical Specifications applicable for the design of project
components are:
(ii) Specifications for Road and BriQe Works, Ministry of Shipping, Road
Transport & Highways hereinafter referred to as MOSRTH Specifications.
-
(iii) Any other standards referred to in the Manual and any supplement issued with
the bid document.
1.6 Latest version of the Codes, Standards, Specifications, etc. notifiedlpublished at least
60 days before the last date of bid submission shall be considered applicable.
1.7 The terms 'Ministry of Surface Transport', 'Ministry of Road Transport and Highways'
and 'Ministry of Shipping, Road Transport & Highways' or any successor or substitute
thereof shall be considered as synonymous.
1.8 The terms 'Inspector' and 'Engineer' used in MOSRTH Specifications shall be deemed
to be substituted by the term "Independent Engineer" to the extent it is consistent with
the provisions of the Concession Agreement and this Manual.
1.9 In case of any conflict or inconsistency with the provisions of the applicable IRC
Codes. Standards or MOSRTH Specifications, the provisions contained in this Manual
-
- - and the-Specifications-and-starrdzr& specif~&iithWWanuatfii1-Tpry:
1.10 In the absence of any specific provision on an)! particular issue in the aforesaid Codes
or Specifications read in conjunction with the Specifications and Standards contained
i r ~this Manual, the following Standards shall apply in order of priority:
(i) Bureau of Indian Standards (BIS)
(ii) British Standards, or American Association of State Highway and Transportation

Officials (AASHTO) Standards, or American Society for Testing and Materials
(ASTM) Standards
(iii) Any other specifications I standards proposed by the- Concessionaire and

reviewed by the 1E.
1.1 1 All items of building works shall conform to State Public Works Department (State
PWD)/Central publid Works Department (CPWD) Specifications for Class 1 building
works and standards given in the National Building Code (NBC). To the extent,
specific provisions for building works are made in IRCIMOSRTW State PWD
'.
specifications, the same shall prevail over the CPWDMBC p ~ i s i o n s . For this
purpose, building works shall be deemed to include toll plaza complex, road furniture, c-
roadside facilities, landscape elements andlor any other works incidentaf to the f-'
building works. y
-a
I
1.12 Guidelines for Preparing Schedules of the Concession Agreement

t '
Certain paras (full or part) in Sections 1 to 14 of this Manual refer to the Schedules
of the Concession Agreement. While finalizing the feasibilitytproject report for the
Project Highway, and the scope of the project, each of these paras should be carefully
examined and addressed by the Government with a view to making appropriate
provisions in the Schedules of the Concession Agreement. (A list of the paras that
refer to such Schedules has been provided at Appendix-1 for ready reference).
1.13 Alternative Standards and Specifications
The requirements stated in the Manual for the design of the Project Highway are the
minimum. The Concessionaire will, however, be free to adopt international praciices,
alternative specifications, materials and standards to bring in innovation in the design
and construction provided they are comparable with the standards prescribed in the
Manual. The Specifications and techniques which are not included in the MOSRTH
- -
. supported with
SpEifiiZafioKslWC SflifEati-oiidStafi-PWB S ~ c i f i c a h i s - s h a l lbe-
authentic standards and Specifications like AASHTO, Euro Codes, British Standards
and Australian Code etc. Such a proposal shall be submitted by the Concessionaire
to the Independent Engineer for review and comments, if any. In case, the Independent
Engineer is of the opinion that the proposal submitted by the Concessionaire is not
in conformity with any of the international standards or codes, then he will record
his reasons and convey the same to the Concessionaire for compliance. A record shall
be kept by the Independent Engineer, of the non-compliance by the Concessionaire
of the minimum Specifications and Standards specified in the Manual and shall be
dealt with in terms of the provisions of the Concession Agreement. The Concessionaire
shall be responsible for adverse consequences, if any, arising from any such
non-compliance.
1-14 Design Service Volume and Carriageway Provision
(i) Where initial traac is comparatively low, two-stage capacity augmentation may
'
be opted and specified in Schedule-B of the Concession Agreement. In the
first stage, Two-laning (without paved shoulders) may be undertaken and further i
widening to Two-laning Plus (Two-lane caniageway with paved shoulders)
undertaken in the second stage on the basis of the following criteza:
(a) In case, the average daily traffic at the time of bidding is less than 8,000
PCUs in plain terrain or 6,500 PCUs in rolling terrain, initially Zlane
wide caniageway with granular shoulders may be provided as per Para
2.5.2(ii).
(b) The carriageway may be widened by providing 1.5 m wide paved

shoulders on either side when the average daily traffic exceeds 10,000
PCUs in plain terrain or 8,000 PCUs in rolling terrain on the basis of
the twelve months' average in an accounting year. The paved shoulders
shall be provided within six months from the close of the accounting year
in which average daily traffic exceeds the specified value. The crust
thickness and composition in the widened portions (paved shoulders)
shall be the same as in the main carriageway. (Refer to para 5.9.9).
(ii) In case the average daily traffic at the time of bidding is more than 10,000 PCUs
in plain terrain or 8,000 PCUs in rolling terrain, widening to Two laning Plus
(Two lane caniageway with paved shoulders) may be undertaken straightaway
and -specified
- - - -
in Schedule-B of-the Concession Agreemeen_t_t_t._t _ _- -
(iii) In case the average daily traffic at the time of bidding is in the range of 8,000
to 10,000 PCUs in plain terrain or 6,500 to 8,000 PCUs in rolling terrain, the
Government will decide as to whether adopt two-stage capacity augmentation
or prescribe Two-laning Pius straightaway and specify the same accordingly in
Schedule-B of the Concession Agreement.
(iv) The design service volume of a 2-lane highway is given in Table 2.8.
1.13 Before taking up any construction or maintenance operations like widening,

strengthening, resurfacing, repairs etc., the Concessionaire shall first work out a plan
to ensure the following:
(i) Safety of traffic during the period of construction and the reduction of potential
delays to road users.
(ii) Safety of the workers engaged in construction.

(iii) The arrangement for traffic during construction shall conform to the requirements
of Clause 112 of MOSRTH Specifications. The Concessionaire shall h m i s h and
7
erect the barricades, traffic signs and markings, arrangements for adequate
lighting, equipment and flagman etc. as required in accordance with IItC:SP:55.
The Concessionaire shall communicate the proposal for safety of traffic and workers
during construction to the Independent Engineer for review and comments, if any.
1.16 The Concessionaire shall set up an adequately equipped field laboratory for testing
of materials and finished products as prescribed in Clause 121 of MOSRTH
Specifications. It shall make necessary arrangements for additiondconfirmatory
testing of any materials/products for which facilities at site laboratory are not
available.
1.17 Review and comments by Independent Engineer
In cases where the Concessionaire is required to send any drawings or documents to

the Independent Engineer for review and comments, and in the event such comments
are received by the Concessionaire, it shall duly consider such comments in
accordance with the Concession Agreement and Good Industry Practice for taking
appropriate action thereon.
-- --. --. -- --
1.18 Definitions and l%terpreE%ion --
1.18.1 All the obligations of the Concessionaire arising out of the provisions of this Manual
shall be subject to, and shall conform to the provisions of the Concession Agreement.
1.18.2 The rules of interpretation as specified in Clause 1.2 of the MCA shall apply mutatis
mutandis to this Manual.
1.18.3 The definitions contained in the Model Concession Agreement for Public Private
Partnership in State Highways ("the MCA"), as published by the Planning Commission,
Government of India shall apply to the provisions of this Manual unless the context
otherwise requires. Terms or words not defined herein shall be governed by the
definitions contained in the IRC Standards, unless the context otherwise requires.
1.19 This Manual ,is for Two-laning (with or without paved shoulders) of the Project
Highway.
Section 2
Geometric Design and
-G--Feataes -- -
--
-
,
7
SECTION 2
n
GEOMETRIC DESIGN AND GENERAL FEATURES \
\
h
2.1 General (7
1 (i) This Section lays down the standards for geometric design and general features '-\
I for upgrading the existing state highwayslmajor district roads to two-lane with \
or without paved shoulders. 7
(ii) (a) Stretches passing through built up areas shall normally be provided with i
Clane divided carriageway (Fig. 2.2). Such stretches shall be indicated

in Schedule-B of the Concession Agreement. Additional land, if any,
t.2
required for 4-laning shall be acquired by the Government and where the
land is yet to be acquired, the date of handing over the land to the 1
Concessionaire shall be indicated. , '

I
(b) Where there are constraints of existing ROW width or difficuliy in , /
acquiring land along the existing alignment in built up areas, the Government t -'
may specify construction of a bypass instead of 4-laning. The alignment 1'7
of the bypass shall be specified by the Gove,mment. The land for the bypass i ',
strat+beacquiredtry-the-mmentd-where* land is-yet -ts- b e ' -
acquired, the date of handing over the land to the Concessionaire shall be 1 '
indicated. The bypass shall be access controlled, unless specified otherwise. i\
In case, the Government decides to provide two-lane carriageway for the '-'(
bypass, the same shall be placed eccentrically with respect to the ROW '
to facilitate proper widening to four lanes in future.
'i (-'>
(iii) The geometric design of the Project Highway shall conform to the standards ?I
set out in this Section as a minimum. The Concessionaire shall ensure that
liberal geometric standards are followed to the extent feasible within the given
r'
(-'\
Right of Way.
,'3
(iv) As far as possible, uniformity of design standards shall be maintained
f -\
throughout the length. In case of any change, it shall be effected in a gradual
manner. ( '
(v) Where the existing road geometries are deficient with respect to minimum
'
requirements and its improvement to the prescribed standards requires acquisition i
of additional land, such stretches shall be specified in Schedule-B of the ( 3

<
Concession Agreement. Additional land as required shall be provided by the t
Government.
(vi) Existing horizontal curves, which are found deficient in radius, layout, transition
lengths or superelevation shall be corrected to the specified standards.
(vii) Any deficiencies in the vertical profile in respect of grades, layout of vertical
curves and sight distance shall be corrected to meet the minimum specified
requirements.
2.2 Design Speed
2.2.1 The design speeds given in Table 2.1 shall be adopted for various terrain
classifications (Terrain is classified by the general slope of the ground across the
highway alignment).
Table 2.1 : Design Speed

1
Nature of Terrain Cross slope of the ground Design speed Oan/hr)
Ruling Minimum
Plain Less than 10 per cent 100 80
Rolling Between 10 and 25 per cent 80 65
Mountainous Between 25 and 60 per cent 50 40
-~ - - . - - --- . - - -- - - - -~
SfGp More t h a t T 6 0 F i c G t 40 30
2.2.2 Short stretches (say less than 1 krn) of varying terrain met with on the road stretch
shall not be taken into consideration while deciding the terrain classification for a
I1 2.2.3
given section of Project Highway.
In general, the ruling design speed shall be adopted for the various geometric design
features of the road. Minimum design speed shall be adopted where site conditions
are restrictive and adequate land width is not available. The Concessionaire shall
improve the alignment as per the requirement for ruling design speed as and when
the Government provides land. Such stretches shall be indicated in Schedule-B of the
Concession Agreement. Land for such stretches shall be provided by the Government
not later than five years from the date of commercial operation (COD). Abrupt changes
in design speed shall be avoided.
2.3 Right of Way
The Right of Way (ROW) is the total land width required for the Project Highway, to
accommodate the roadway (carriageway and shoulders), side drains, service roads, tree
in Schedule-Aof the Concession Agreement. The Government should acquire additional
r
land accordingly. The land to be so acquired shall be indicated in (>
Annexure I1 of Schedule-A of the Concession Agreement. The desirable Right of Way i'
for Non-urban & Urban areas should be as prescribed in IRC:73 & IRC:86 respectively. I '
2.4 Lane width of Carriageway
I
1
2.5
The stan&ard lane width of the Project Highway shall be 3.5 m.
Shoulders
I 2.5.1 W h of Shoulders
j
The normal shoulder width shall be as under:
Table 2.2 : Width of Shoulder
Width of Shoulder (m)
Plain and Rolling Mountainous and Steep

Type of Section
Terrain Terrain*
(Either side) Hill side Valley side
-- -- -. - ----- ~.
(,Y'
~
-- -----~-~..
.... .. .~.-
Open country with
~ ~
isolated built up area

2.5 m 1.0 m 2.0 m. (I'
Built up area 2.5 m 1.0 m 2.0 rn
*exchive of parapets and side drains
2.5.2 Type of Shoulder
The type of shoulder shall be as below:

I- (i) In the built up section, the shoulder shall be fully paved or footpath shall be j
'
I provided where specified in Schedule-B of the Concession Agreement. (I-
I
i
(ii) In open country with isolated built up area, and where average daily traffic is
t;
1 less than 8,000 PCUs in plain terrain or 6,500 PCUs in rolling terrain, the
<
i
shoulder shall be covered with 150 mm thick layer of granular material
conforming to the requirements given in para 5.9.10. (
I
i.
\
In open country with isolated built up area and having plain or rolling terrain
%,
(iii)
and where average daily traffic is greater than 10,000 PCUs in plain terrain tc,
,,
,<
NS AND STANDARDS
or 8,000 PCUs in rolling terrain, 1.5 m width adjacent to the carriageway shall 1
be paved in accordance with para 5.9.9 of this Manual and balance 1.0 m shall
.be covered with 150 mm thick layer of granular material.
C
(iv) In open country having mountainous/steep terrain, the shoulders shall be of
locally available hard material. i
2.6 Roadway Width
2.6.1 The width of roadway, unless specified otherwise, shall be as follows: 1

PLainlRolling Terrain - 12.0 m
Mountainous and Steep Terrain - 10.0 rn (exclusive of parapets and drains) I
2.6.2 On horizontal curves with radius up to 300 m, width of pavement and roadway shall
be increased as per Table 2.3.
Table 2.3 : Extra Width of Pavement and Roadway

-
*
Radius of Curve Extra Width
Upto 40 m 1.5 m
- 41--13-m- -- - - - - -- - 1 . 2 ~_~ - -_ -
61-100 m 0.9 m
101-300 m 0.6 m
2.7 Camber or Crossfall
2.7.1 The camber or crossfall on straight sections of road carriageway and shoulders shall
be as per Table 2.4.
A
Table 2.4 : Camber/Crossfall in percentage for different Surface Types
I Category \of surface I Annual Low rainfall I Annual High rainfall I

I Bituniinous
I
Oess than 1500 mm)
2.5 %
I
(more than 1500 mm)
2.5 %
Cement Concrete 2.0 % 2.0 %
MetaYGravel 2.5 % 3.0 %
Earth 3.0 % 4.0 ?&
2.7.2 The two-lane roads shall be provided with a crown in the middle. On horizontal
curves, the carriageway shall be superelevated.
2.7.3 The camber for earthen shoulders on straight portions shall be at least 0.5'per cent
steeper than the slope of the pavement and paved shoulder subject to a minimum of
3.0 per cent. On super elcvated sections, the shoulders shall have the same crossfall
as the carriageway.
2.8 Horizontal Alignment
2.8.1 While designing the horizontal alignment, the following general principles shall be
kept in view:
(i) Alignment should be fluent and it should blend well'with the surrounding
to~ography.
1
(ii) On new roads, the curves should be designed to have largest practical radius,
but in no case less than ruling value corresponding to ruling design.speed. ( '
(iii) As a normal rule, sharp curves should not be introduced at the end of long
tangent since these can be extremely hazardous.
-(b) Tkcmvessimuld besufficiently tongand-theyshould have s u i t a b l e ~ n s i t i o n s -
to provide pleasing appearance.
(v) Reverse curves shall be avoided as far as possible. Where unavoidable,
sufficient length between two curves shall be provided for introduction of
requisite transition curves.
(vi) Curves in the same direction, separated by short tangents known as Goken back
curves, should be avoided as far as possible.
(vii) To avoid distortion in appearance, the horizontal alignment should be
coordinated carefully with the longitudinal profile.
(viii) Hairpin bends on hilly terrain should be avoided as far as possible.
All horizontal curves shall consist of circular portion flanked by spiral transitions at
both ends.
2.8.3 Superelevation
(i) Superelevation shall be provided on curves as per details given in 1RC:73 (

corresponding to the design speed adopted. (
(ii) Superelevation shall be limited to 7 per cent.
(iii) Superelevation shall not be less than the minimum specified crdss fallfcamber.
i
a
2.8.4 Radii of Horizontal Curves
The desirable minimum and absolute minimum radii of horizontal curves for varibus.
classes of terrain are given in Table 2.5.
Table 2.5 : Minimum Radii of Horizontal Curves
Nature of terrain Desirable minimum Absolute minimum

Plain 360 m 230 m
Rolling 230 m 155 m
Mountainous 90 m 60 m
Steep 60 m 30 m
I
The radius of horizontal curves for various terrain conditions shall not be less than
the desirable values given in Table 2.5 except where site conditions are restrictive
and adequate land is not available. Where such restrictions exist, the radius of.-curve
- --
-- - - --
S h a l l nof %
seJ than the specified absolute minimum value.
2.8.5 Transition Curves
Minimum length of transition curve shall be determined from the following two
considerations and the larger of the two values adopted for design:
(i) The rate of change of centrifugal acceleration should not cause discomfort to
drivers. From this consideration, the length of transition curve is given by:
Ls = 0.0215 V3/CR,
Where:
Ls = Length of transition curve in metres,
V = Speed in kmlhr,
R = Radius of circular curve in metres,
C = 80/(75 + V) (subject to a maximum of 0.8 and minimum of 0.5)
(ii) The rate of change of superelevation should be such as not to cause discomfort
to travelers. Further, rate of change should not be steeper t h 1 in 150 for - I
roads in plain/rolling terrain, and 1 in 60 in mountainouslsteep terrain. The
formula for minimum length of transition on this basis is:
Ls = 2.7 V%
Sight Distance
Visibility is an important requirement for the safety of travel on roads. For this, it
is necessary that sight distance of adequate length is available in different situations,
to permit drivers enough time and distance to control their vehicles so that chances
of accidents are minimized.
On two-lane roads, normally intermediate sight distance should be available

throughout. The attempt should, however, be to provide overtaking sight distance in
as much length of the road as possible. In stretches where even intermediate sight
distance is not available, the safe stopping sight distance should be provided as a last
resort. Traffic signs depicting "Overtaking Prohibited:" shall be installed at all such
locations.
?he recommended sight distances for various speeds are given in Table 2.6.
The requisite sight distance shall be available across the inner side of horizontal
curves.
Where horizontal and summit curves overlap, the design shall provide for the required
sight distance, both in the vertical direction, along the pavement and in the horizontal
direction on the inner side of curve. - (f
(-I
(-'
pdcOI
17
(
I
GEOMETRIC DESdN
roads in plaidrolling terrain, and 1 in 60 in mountainouslsteep terrain. The

formula-for minimum length of transition on this basis is:
Ls = 2.7 V2/R
2.9 Sight Distance

I
2.9.1 Visibility is an important requirement for the safety of travel on roads. For this, it
is necessary that sight distance of adequate length is available in different situations,
to permit drivers enough time and distance to control their vehicles so that chances
of accidents are minimized.
2.9.2 On two-lane roads, normally intemediate sight distance should be available

throughout. The attempt should, however, be to provide overtaking sight distance in
as much length of the road as possible. In stretches where even intermediate sight
distance is not available, the safe stopping sight distance should be provided as a last
resort. Traffic signs depicting "Overtaking Prohibited:" shall be installed at all such c.
locations.
1 2.9.3 The recommended sight distances for various speeds are given in Table 2.6.
I
i 2.9.4 The requisite sight distance shall be available across the inner side of horizontal
curves.
2.9.5 Where horizontal anctsummit curves overlap, the design shall provide for the required
I sight distance, both in the vertical direction, along the pavement a w n the horizontal
direction on the inner side of curve.
C
CATIONS AND STANDARDS
2.10 Vertical Alignment
2.10.1 The vertical alignment should provide for a smooth longitudinal profile. Grade
changes should not be too frequent as to cause kinks and visual discontinuities in the
profile. The ruling and limiting gradients are given in Table 2.7.
Table 2.7 : Recommended Gradients
Nature of terrain Ruling gradient Limiting gradient

Plain and rolling 3.3% 5.0%
Mountainous 5.0% 6.0%
Steep 6.0% 7.0%
2.10.2 Gradients up to the value corresponding to ruling gradient shall be adopted, as far
as possible. Limiting gradients shall be adopted only in very difficult situations and
A for short lengths.
2.10.3 Long sweeping vertical curves shall be provided at all grade changes. These shall be
designed as square parabolas.
- -
2.10.4 For design of vertical cUrVeS~~itso-~r~i~ationwi~-horizontal-ewe~,
4ecence
may be made to IRC:SP:23.
2.11 Lateral and Vertical Clearance at Underpasses
Wherever a cross road is proposed to be taken below the Project Highway, minimum
clearances at underpasses shall be as follows:
2.1 1.1 Lateral Clearance
(i) Full roadway width at the approaches including service roads, if any, shall be
carried through the underpass. Provision shall also be made for future expansion
of the cross road for at least next 10 years.
(ii) Guardrails shall be provided for protecting vehicles from colliding with the
abutrnentslpiers and the deck of the structures. .
2.1 1.2 Vertical Clearance
Vertical clearance at underpasses shall not be less than

-. the values given below:
(i) Vehicular underpass

(ii) Pedestrian and Cattle underpass
GEOMETRIC DESIGN
2-12 Lateral and Vertical Clearance a t Overpasses
Wherever any structure crosses over the Project Highway, the minimum clearances
at overpasses shall be as follows:
2.12.1 Lateral Clearance
Full roadway width including service roads, if any, shall be carried through the
overpass structure. Provision shall also be made for future widening of the Project
Highway. The abutments and piers shall be provided with suitable protection against
collision of vehicles. Guardrails shall be provided on abutment side and o n sides of
piers for this purpose. The ends of guardrails shall be turned away from the line of
approaching traffic.
2.12.2 Vertical Clearance
A minimum 5.5 m vertical clearance shall be provided from all points of the
carriageway of the Project Highway to the nearest surface of the overpass structure.
2.13 Service Roads

-~
--- - ~- ..- ~
2.13.1 Service roads wherever required to be c o n s t r u c t e b b ~ ~ t ~ C o n E s ~ i o n a ~

- ~ ~ s G 1 ~
specified in Schedule-B of the Concession Agreement.
2.13.2 Service roads shall be constructed and maintained in accordance with the provisions
of the Concession Agreement. The width of service roads shall be minimum 5.5 m.
2.13.3 The crust composition of service roads shall not be lower than that specified in
IRC:37 for 1 (one) msa design traffic.
2.14 Grade separated Structures
2.14.1 The type, location, length, number and the openings required to be provided for
various types of grade separated structures shall be as specified by the Government
in Schedule-B of the Concession Agreement.
2.14.2 Vehicular UnderpasdOverpass
The vehicular underpass/overpass structures shall be provided at the intersection of

the Project Highway with all roads carrying an average daily traffic of more than
-
15,000 PCUs, unless specified otherwise. The structure may be either a n underpass
or an overpass depending upon the nature of terrain, vertical profile of road,
, .
9rc-
- -1L
7 C
availability of adequate right of way, etc. Type of the structure shall be specified
3
2.14.3 Cattle and Pedestrian Underpasd0verpas.s
(i) In certain stretches. underpasses/overpasses for crossing of cattle and pedestrians

shall be provided at locations indicated in Schedule-B of the Concession
Agreement.
(ii) The width of Pedestrian or Cattle crossing shall not be less than 5 m.
(iii) The pedestrian crossings shall have provision for movement of disabled
persons.
2.15 Typical Cross-Sections
2.15.1 Typical cross-sections of Project Highway are given in Figs. 2.1 to 2.5. These shall
.. be adopted for various locations, as applicable.
2.15.2 Where cross-section changes from two-lane to four-lane, a transition of 1 in 15 to

1 in 20 must be provided, as prescribed in IRC:73 (Cl. 6.6.2) & IRC:86 (Cl. 6.2.7).
.- . . .- .- . .. -...p-_.--
~- -- -- ~-
~
- - ~ ~ ~~
2.16 Capacity of two-lane highway
The design service volume of two-lane highway for different types of terrain shall
be as given in Table 2.8.
Table 2.8 : Design Service Volume of Two-lane Highway in PCUs per day
Design Service Volume in PCUs per day

Nature of Terrain without paved with minimum 1.5 m
shoulder paved shoulder
Plain 15,000 18,000

Rolling 11,000 13,000
Mountainous and Steep 7,000 9,000
GEOMETRIC DESIGN .&.
Right o f way
Roadway 12.0
Shoulder Carriageway Shoulder
Granulu P a d
- -
2.5% 2.5%
Paved Granular
Note:
All dimensions are in metres.
'Qpical cross section

(Open country-plainlrolling terrain)
2-lane carriageway (with paved shoulders)
without service road
Fig. 2.1
Right of way
r 7
.. .-
Foot Carriageway Median Carriagcway Fooc
path P h
1 I fl ,
1.2 m hinh ~cdesuian
Note:
All dimensions are in metres
except as shown otherwise.
mpical cross section

(Built-up area)
4-lane divided carriageway with footpath
ATIONS AND STANDARDS
* I - -
2.5% 2.5% Fence
I
.
F-ehibh
1.2 1.2 high
Smnce Road Service Road
/ e
s.,
I- I
Note:
1 . All dimensions are in metres.
2. Dimensions of footpath and service
roads are. minimum and higher
may be adopted as per requirement.
Qpical cross section

2-lane carriageway with service road
A Fig. 2.3
-- -- ~ --.- - ~~
~.~
Right of way ii p
4
Roadway 12.0
i p
1 (-,
-2.5% !
1
2
(1
(7
I
n i r?
i
i C\
Note: 6 1
All dimensions are in metres. (. '\
Typical cross section

(Plainlrolling terrain)
Eccentrically placed 2-lane bypass
GEOMETRIC DESIGN AND G
Roadway 10.0
Catch water drain
Hill Side
Note:
1. All dimensions are in metres.
2. Shoulders covered with locally
available hard material (Paved
shoulders in built up area).
Fig. 2.5
-- Section 3 _-_
(-'
Intersections and Grade Separators (-.

SECTION 3
\ f
m INTERSECTlONS AND GRADE SEPARATORS
' I
3.1 Introduction
' I
71 / 3.1.1 Subject to the provisions of this Manual, properly designed intersections shall be
iI provided at all road crossings/junctions. The,types and locations of Interchanges and
Grade-separated Intersections without ramps shall be specified in Schedule-B of the
i Concession Agreement. The intersections to be provided shall be one of the following
types:
I (i) At-grade intersections
(ii) Grade separated intersections without ramps
(iii) Interchanges
3.1.2 The existing intersections, which are deficient with respect to the minimum
requirements shall be improved to the prescribed standards. Additional land, if any,
required for improving the existing intersections shall be provided by the Government.
. .
I
. - - . - _ - _ - --- ~.~~ --- ~ ~ -- .~ ~ ~
3.2 At-grade Intersections

i
I
I
I
I
3.2.1 General
(i) The majority of the intersections to be encountered will be of At-grade type.

These are most economical and are provided at crossing locations, where the
1
traffic on cross roads is low to moderate. These intersections should be properly
designed as per details below.
(ii) Type of intersections to be adopted shall be decided on the basis of parameters

like number of intersecting legs, traffic volumelspeed, available right of way,
type of traffic control (signalizedlnon-signalized) etc. Necessary traffic surveys
for the design of road junctions shall be canied out as per IRC:SP:19.
(iii) Normally, the type of intersection shall be:

(a) Three leg intersection.
(b) Four leg intersection.
(c) Multi leg intersection/rotary.
(iv) The design of different elements of intersection shall be doneas per IRC:SP:41
including other design criteria given in the subsequen
Designs for Intersection on National Highways, 1992 may a1
.
pc/m
.
T
t
----
ONS AND STANDARDS
:c
wherever required, to develop suitable lay oul and ~lesigri of At-gr-ade
Intersections.
II(--f
-
I
(v) The design shall aim at simplicity and uniformity in design standards, Complex
i (-
designs which may involve complicated decision making by drivers shall be
avoided.
(vi) The intersection control shall be of 'Stop Control' unless specified otherwise.
This will mean that traffic on the minor road must stop prior to entering the
major road. Where roads of equal importance intersect, priority will be given 1
:(-
to the traffic on the right. I
(vii) At the intersection, the alignment should be as straight and the gradient as flat
as practicable. Gradients in excess of 2 per cent will normally not be allowed
at intersections.
(viii) Any deficiency in the alignment and grade of intersecting roads shall be,
corrected to improve traffic conditions and safety. 1 'k-
The sight distance to be adopted shall normally be intermediate sight distance

r
(ix)
as specified in Section 2. However, in exceptional situations it should not be i
less than minimum -stopping sight distance specified in- S e c t i o ~2.- At- suck - - --~c-
locations, cautionary speed limit signboards shall be displayed. (
(x) At multi leg intersections, the points of conflict should be studied carefully and
possibilities of realigning one or more of the intersecting legs and combining
some movements to reduce the conflicting movements shall be examined. The
objective shall be to simplify the design and appropriate control devices added
to ensure more efficient and safe operation.
3.2.2 Design Standards
Design standards shall be as per IRC:SP:41. Salient fcaturcs are given below:
(i) Design Speed: The approach speed shall be taken as the design speed adopted
for the section of Project Highway on which the intersection is located. The
design speed for various elements of the intersection shall be taken as 60% of
the approach speed.
(ii) Design Traffic Volume: The traffic volume for the design of intersection and
its distribution at peak hours shall be assessed, up to the operation period, taking
into consideration the past trend, likely new development of land, socio-
1 (iii)
design of intersections. -
Design Vehicle: Semi-trailer combination (refer IRC: 3) shall be u d iii tilt:
(iv) The number of lanes to be provided at the intersection shall be governed by

peak hour traffic volume in each direction of travel. For single lane movements,
a minimum width of 5.5 m is to be adopted. For two-lane roads between kerbs,
a mininium 7.5 m width shall be provided. Widening of carriageway shall bc
achieved by a taper of not less than I in 15.
(v) l)pe and radius of curve of intersection: The type and radii of curves would
depend upon the types of vehicles turning at the intersection and shall be
decided based on the traffic data.
(vi) Visibility at intersection: A mmimum safe stopping sight distance, appropriate
for the approach speeds, shall be available for the traffic on the Project
Highway.
i 3.2.3 Trafic Control Devices
(i) Road markings: %pica1 road markings for road intersection as given in
IRC:SP:41 and lRC:35 shall be followed. The specifications of road markings
shall be as given in Section 9 of this Manual.
-~~ - - ~ - ~ p ~ . ~ ~ - .-
. ..~- ~~~ .- - --. ~.
~
- 'I (ii)
(iii)
Signs: Traffic signs at the junctions shall be provided as per IRC: 67 and Section
9 of this Manual.
Reflectors: To guide the traffic, reflectors in the form of cat's eyes, delineators,
etc shall be provided, in addition to the road markings, especially at the
!
channelising islands.
i
1
-> I 3.2.4 Detailed Designs and Data for Review by IE
I
?2
:\ - -The--Concessionaire shall submit the details of the ground surveys, traffic data, traffic
4 forecast, design and drawings of the intersections showing all safety features to the
Independent Engineer for review and comments, if any.
3.3 Grade Separated Intersections Without Ramps

I
. 1 3.3.1 General
(i) Grade separated intersections, without ramps provide an intermediate solution

(between At-grade Intersections and Interchanges) for traffic segregation. These
are relatively cheaper as compared to Interchanges. These could preferably, be
provided at locations where traffic on cross roads is a d e r a t e to heavy and
W O N S AND STANDARDS
segregation though essential, cannot be provided by an Interchange due to c o S

constraints. Under this type, two cross roads separate at different grades (as
:
-.
Road Under Bridge or Road Over Bridge) and all turning movements for 1
transfer of traffic between the intersecting roads including merging, diverging, t'
(ii)
etc. shall be either not catered to or shall be accomplished at surface level
through parallel service roads or through similar other mechanism.
Grade separated intersections without ramps shall be provided at the location$
j:
r
indicated in Schedule-B of the Concession Agreement. The road to be carried t-
over or under the structures shall be specified in Schedule-B of the Concession I . -
(iii)
Agreement.
All features pertaining to structures for this type of grade separator will be same
I ;-
as provided in Section 2 of this Manual.
3.3.2 Geometric Standards for Design of Various Elements
The geometric design-standards for various elements of this type of grade separators
shall be as given in paras 3.2.1 and 3.2.2.
3.3.3 Design of Structures

- - .-- - - - - - - - - - - - - - - - .-
For design of structures of grade-separated structures, the details given in Sections

7 and 8 of this Manual shall be followed. Minimum length of viaduct required to
be provided at various grade separated structures shall be specified by the Government
3.3.4 Trafic Control Devices
Details given in paras 3.2.3 and 3.4.6 shalt apply.

I /'-
3.3.5 Detailed Design and Data for Review by IE
The Concessionaire shall submit the details of the ground surveys, traffic data, traffic
forecast, design and drawings of the grade separated intersections and the structures,
showing all safety features, to the Independent Engineer for review and comments,
if any.
3.4 Interchanges
3.4.1 General
(i) An Interchange is a grade-separated intersection with connecting roadways

I
(ramps) for turning traffic between highway approaches. Such an Interchange
will be necessary at all crossings of a highway, which is to be deve?oped to
completely access controlled standards. An Interchange may also be justified
at locations where traffic on cross roads is heavy and when an At-grade
intersection fails to handle the heavy volume of turning, merging and diverging
traffic leading to excessive delays and fatal and major accidents. Cost
effectiveness will decide whether to provide full Interchange or grade separated
intersection without ramps.
(ii) An Interchange may be justified at the crossing of the Project Highway with
another highway, and where the total traffic on all the arms of the intersection
is in excess of 10,000 PCUs in peak hour.
(iji) The decision to provide Interchange at such locations shall be taken by the
Government and the requirement shall be clearly spelt out in Schedule-B of
the Concession Agreement, which shall also indicate specifications and traffic
streams to be grade separated.
(iv) The detailed design and layout of the Interchange shall conform to broad
parameters and requirements specified by the Government in Schedule-B of the
- ConcessLon &reemeg,_Based orn._detai&d_survey _ and jnvestigations, $e
.--
Concessionaire shall develop appropriate detailed drawings and designs and

submit to the Independent Engineer for review and comments, if any.
-
I 3.4.2 Types of Interchanges
(i) Interchanges are generally described by the pattern of the various turning
roadways or ramps, which determine their geometric configuration. The
7
common geometric configurations of Interchanges are the trumpet, diamond,

--. cloverleaf, rotary and directional. Within each type of Interchange, there can
-
--. I
bc several variations such as split diamond, p d a l cloverleaf, etc. depending
on the ramp arrangements.
I
(ii) The type of Interchange, the shape and pattern of the Interchange ramps and
loops and their designs shall be governed by factors such as the importance
r intersecting legs, the design volumcs
of the intersecting highway, the i i u ~ i l h uT
of through and turning traffic movements including their composition, the
design speeds, available right of way and topography. The Interchange site shall
be studied in detail and alternative designs made, to determine the most suitable
arrangement of structures and ramps satisfying the specified requirements.
AND STANDARDS
3.4.3 Geometric Design Standards for Interchange Elements
The geometric design standards shall be as per IRC: 92 appropriate for the design
speed adopted for the Project Highway. The design speed for ramps shall not be less
than 40 km per hour. The desirable values of various parameters given in LRC: 92
shall be adopted, unless there are severe site constraints.
3.4.4 Design Tr@c

IC
-
The traffic volume for the design of various elements of Interchange including ramps i
shall be assessed up to the end of the Concession Period or twenty years, whichever 7
is more, taking into consideration the past trends, likely new development of land, 1-'
socio-economic changes, etc. ,-

I
3.4.5 Design of Structure
For design of structures of grade-separated structures comprising of main structure

and ramps, the details given in Sections 7 and 8 of this Manual shall be followed.
Minimum length of viaduct required to be provided at various grade-separated
structures shall be specified by the Government in Schedule-B of the Concession
Agreement.
~ . - - ~ .. - ~ ~ ~
3.4.6 Traffic Control Devices
Traffic signs (refer IRC: 67) shall be provided at suitable locations to:
(i) Serve as advance notice of the approaches to the Interchange;
(ii) Direct drivers into approp~atelanes for diverginglmerging movements;

(iii) Identify routes and directions;
(iv) Provide other information of importance to the drivers; and

1I (
(v) Show distances to destinations. I ('
The specifications of road markings shall be as given in IRC:35 and as prescribed

in Section 9 of this Manual.
3.4.7 Detailed Design and Data for Review by IE

I
The Concessionaire shall submit details of the ground surveys, traffic data, traffic C
forecast, design and drawings of the Interchange, showing all safety features, to the
C
Independent Engineer for review and comments, if any. i-
Section 4
-- - _-
Road ~ r n b a n k m 3 -
--- -
SECTION 4
ROAD EMBANKMENT
4.1 General
4.1.1 The design and construction of road embankment and cuttings shall meet the
requirements, standards and specifications given in this Section. This Section also
covers specifications for subgrade and earthen shoulders.
4.1.2 Where the Project Highway involves improvement to an existing road, efforts should
be made to remove the inherent deficiencies in plan, profile and the roadway width.
It shall be ensured that the final centre line of the road and the road levels are fixed
with great care, duly considering all the relevant factors covering structural soundness,
safety and functional requirements.
4.1.3 The existing roadway, where deficient, shall be widened to the roadway width in
accordance with para 2.6.
4.2 Road Embankment

~ ~
. ~. - .--
4.2.1 The width of the embankment shall be in accordance with the cross-sectional details
specified in Section2 of this Manual.
4.2.2 The height of the embankment shall be based on the final road levels. The following
principles shall be kept in view while fixing the road level:
-\. (i) For ImprovementIWidening of the existing road;
(a) In case, bottom of the existing subgrade is 0.6 rn above the HFL, the
existing height of embankment can be retained.
(b) In case, it is less, then the bottom of subgrade should be raised to ensure
a minimum -Lm clearance of the bottom of the subgrade from HFL. If
raising of any section (s) of the Project Highway is required, that shall
be specified in Schedule-B of the Concession Agreement.
(c) In case, Project Highway is passing through an area not affected by floods
and is free from any drainage problemlwater pondingfover-topping
situations with water table being quite deep, to the extent that subgrade
is not likely to be affected by the capillary saturation, then the employer
may avoid raising in larger stretches to save cost, -even though the -
minimum clearance of 0.6 m from existing ground level is desirable.
ONS AND STANDARDS
(ii) New two lane road; . -

(a) Bottom of subgrade is 1.0 m above the high flood levelhighest water
tablelponded water level. The HFL should be decided by intelligent
inspections, local observations, enquiries and studying the past records.
(b) Portions forming approaches to structures provide smooth vertical

profile and fulfil the minimum free board requirement.
4.2.3 Portions forming approaches to structures provide smooth vertical profile.
4.2.4 Deficiencies in the existing vertical profile of the road shall be corrected.
8
4.2.5 Construction of embankment, subgrade and earthen shoulders shall conform to the
requirements of Clause 305 of MOSRTH Specifications as a minimum requirement.
4.2.6 Materials and Physical Requirements
4.2.6.1 Sourcing of materials for embankment and subgrade construction, as well as

compliance with environmental requirements in respect of excavation and borrow
areas under the applicable laws shall be the sole responsibility of the Concessionaire.
4.26;2 Borrow pits-shall-not-be locatebmithin..ththe_igh~4f_~ay..~.&rlg& road. C@E~ ~ ~
305.2.2 of MOSRTH Specifications shall apply.
4.2.6.3 The materials used in embankment, subgrade and earthen shoulders shall be soil.
moorum, gravel, a mixture of these or any other material conforming to the
requirements of Clause 305.2 of MOSRTH Specifications. Pond ash can also be used
subject to requirement indicated in para 4.2.16 of this Section.
4.2.6.4 The following types of materials shall be considered unsuitable for embankment
construction and shall not be used:
(i) Materials from swamps, marshes and bogs;

(ii) Peat, log, stump and perishable material, any soil that is classified as OL, 01,
OH in accordance with IS: 1498;
(iii) Materials susceptible to spontaneous combustion;

1:-
(iv)
(v)
Materials in frozen conditions;
Clay having Liquid Limit (LL) exceeding 70 and Plasticity Index (PI)
11
exceeding 45; 7 I
\
(vi) Materials with salt resulting in leaching in the embankment;
-
(vii)' Expansive clays, 'Free Swelling Index' (FSI) exdeeding 50% when tested as
per IS: 2720 (Part 40).
4.2.6.5 Expansive claysfilack cotton soil shall not be used for subgrade construction.
4.2.6.6 Where expansive clay with acceptable Free Swelling Index value is used as a fill
material, subgrade and top 500 rnm portion of the embankment just below subgrade
shall be non-expansive in nature.
4.2.6.7 The size of the coarse material in the mixture of earth shall not exceed 75 mm when
placed in the embankment and 50 mm when placed in the subgrade.
4.2.6.8 Only the materials satisfying the density requirements given in Table 4.1 shall be
-, employed for the construction of the embankment and the subgrade.
Table 4.1 : Density of Materials of Embankment and Subgrade 1

r
Type of Work
Maximum Dry Density with heavy
Compaction - IS: 2720 (Part 8)
I
i
- - - - - -
- -
Not IeG ih-G I5.2mlm:X-- -
I not subjected to extensive flooding.

-
I
Embankments exceeding 3 m height Not less than 16.0 kN/cu. m
, I or embankments of any height subject ( I
-. I to long periods of inundation. 1 I
Subgrade and earthen shoulders1 Not less than 17.5 kN/cu. rn
vergeslbacW11l.
4.2.6.9 The density requirements specified in Table 4.1 shall not be applicable to light weight
material e.g. pond ash.
4.2.6.10 The material to be used, in subgrade shall satisfy the design CBR at the specified
density and moisture content.
4.2.6.11 The embankment and subgrade shall be compacted to satisfy the minimum
compaction requirements given in Table 4.2. 7
ONS AND STANDARDS
Table 4.2 : Compaction of Embankment and Subgrade -

I
Relative compaction a s
percentage of max. laboratory
dry density - IS:2720 (Part 8)
- -
Subgrade and earthen shoulders Not less than 97
Embankment Not less than 95
Expansive Clays (of acceptable FSI)

(a) Subgrade and 500 mm portion Not allowed
just below the subgrade.
(b) Remaining portion of Embankment Not less than 90
4.2.7 Structural Features and Design of Embankment

I/
4.2.7.1 Embankment shall be designed to ensure the stability of the roadway and shall
incorporate only those materials, which are suitable for embankment construction as
per para 4.2.6 of this Section.
- - - _ __ -~ -.--
~--- -..- --- .~
4.2.7.2 The design of side slopes shall be governed by slope s t a b i l i r j ; Z d 3 a T f i ~ ~ T e ~ y ---.---
--.
considerations.
4.2.7.3 Side slopes shall not be steeper than 2H: 1V unless soil is retained by suitable soil
retaining structures. The reinforced earth where provided, shall conform to the
requirements of Section 7 of this Manual.
4.2.7.4 The type of retaining structure shall be aesthetically pleasing and compatible with
the adjoining structures.
4.2.7.5 Where the embankment is to be supported on a weak stratum, itshall be necessary

to cany out adequate soil testing and to specially design the embankment and also
adopt appropriate remedial / ground improvement measures in consultation with the
4.2.7.6 Where the embankment is more than 3 m high and fill material consists of heavy
clay or any problematic soil, the embankment stability shall be analysed and
ascertained for safe design.
-
4.2.7.7 High embankments (height 6 m or above) in all soils shall be designed from stability
considerations.
4.2.7.8 For design of high embankments IRC:75 may be referred to.
-
4.2.7.9 The side slopes shall be protected against erosion by providing a suitable vegetative
cover, kerbs channel, chute, stone pitchinglcement concrete block pitching or any
other suitable protection measures. depending on the height of the embankment and
susceptibility of soil to erosion. Drainage arrangement shall be provided as per
Section 6 of this Manual.
4.2.7.10 Stone pitchinglcement concrete block pitching shall conform to Clause 2504 of
MOSRTH Specifications.
I 4.2.8 Embankment Construction Operations
4.2.8.1 Embankment, subgrade and earthen shoulders shall be constructed in accordance

with Clause 305.3 of MOSRTH Specifications.
4.2.8.2 Any unsuitable material occurring in the embankment foundation shall be removed
and replaced by acceptable fill material in accordance with Clause 305.3.4 of
i
4.2.8.3 Where construction of embankment and subgrade is required to be carried out under
the special conditions such as given in paras 4.2.7 to 4.2.13, the earthwork shall be
-- - - - ---- --
done In accordance 6 iKprwTduEandTequuem3nTs deSCnbed-iin ClXuse 30514
of MOSRTH Specifications.
4.2.9 Earthwork for Widening Existing Road
Where an existing embankmenthubgrade is to be widened and its slopes are steeper

than 1V: 4H, continuous horizontal benches each at least 300 mm wide shall be cut
into the old slope for each lift of earthwork, for ensuring adequate bond with the
fresh material to be added.
4.2.10 Earthwork for Embonkment and Subgrade to be Placed Against Sloping Ground
Requirements of Clause 305.4.2 of MOSRTH Specifications shall apply.
4.2.11 Earthwork over Existing Road Surface
Requirements of Clause 305.4.3 of MOSRTH Specifications shall apply.

4.2- 12 Embankment and Subgrade around Structures
I (i) The work shall be carried out in accordance with th~requirementsof Clause
i
305.4.4 of MOSRTH Specifications.
(ii) Ellling behind abutments, retaining walls, head walls and wing walk for
structures shall conform to the general guidelines given in. Appendix 6 of
IRC:78.
(iii) The filter medium shall conform to the requirements of Clause 2504 of
4.2.13 Construction of Embankment on Ground Incapable of Supporting Construction

Equipment
For construction of embankment on ground, which is not capable of supporting

construction equipment such as marshy land, any of the methods given in Clause
305.4.5 of MOSRTH Specifications may be used.
4.2.14 Embankment Construction Under Water
Where construction of embankment is required to be done under water, only

granular material or rock consisting of graded hard and durable particles with
maximum size not exceeding 75 mm shall be used. The material shall be non-
plastic with uniformity coefficient of not less than 10. For further details refer
IRC:34.
_ _ ~~ . . - - -
-- -.--.- .-.
..-
4.2.15 Earthwork for High Embankment
Where stage construction/controlled rate of filling is required for high embankments,

the methodology together with details of necessary instrumentation and monitoring
plan shall be communicated by the Concessionaire to the Independent Engineer for
review and comments, if any.
4.2.16 Use of Pond Ash foi. Embankment Construction
4.2.16.1 Where Pond ash is used for embankment construction in pursuance of the instructions
of the Ministry of Environment and Forests or otherwise, the embankment shall be
designed and constructed in accordance with IRC:SP:58.
4.2.16.2 The thickness of soil cover shall not be less than 1 m for embankments up to 3m
high. For high embankments, the thickness of soil cover shall be increased as per
design.
C'
4.2.16.3 The side slopes of the embankment shall be protected against erosion by providing C
turfing or stone/cc block pitching.
c-'
4.2.17 Surface Finish and Quality Control of Work
-
The &;face finish and quality control of materials and works shall conform to the
requirements of Clauses 902 and 903 of MOSRTH Specifications and Para 5 of
IRC:SP:58 (relevant to Pond ash).
4.3 Roadway in Cutting
4.3.1 The width of the roadway in cutting shall be in accordance with the cross section
details specified in Section 2 of this Manual.
4.3.2 The road level shall be fixed, keeping in view the following requirement:-
The difference between the bottom of subgrade and the highest water table is not less
than 1.0 m. Exceptionally, where this requirement is not satisfied, drain shall be
provided to lower down the water table.
4.3.3 Soil Investigarions for Cur Sections
(i) Soil investigations shall be canied out to ascertain the type of cutting involved
and in-situ soil conditions at the subgrade level. Reference may be made to
- I_R_!:SP11._____-__ - - _ -- _- - - - - -. --
(ii) The side slopes of cuttings shall be provided in accordance with the nature of
the soil encountered. The slope shall be stable for the type of strata. Where
required, benching including use of slope stability measures l i e pitching, breast
walls, etc. shall be adopted to make the slopes stable and safe.
(iii) In the case of rock cutting, trial pits or boreholes shall be carried out at
30-50 m intervals to assess the type o i rock
- i
4.3.4 Excavation for roadway in soiUrock shall be canied out in accordance with Clauses
301, 302 and 303 of MOSRTH Specifications, as relevant.
While executing excavation, adequate precautions against soil erosion, water pollution
shall be taken as per Clause 306 of MOSRTH Specifications.
Appropriate drainage measures shall be taken to keep the site free of water in
accordance with Clause 3 11 of MOSRTH Specifications.
No back filling shall be resorted to obtain the required slopes.
I! Adequate precautions shall be taken to ensure that during

.-- . c o n s ~ n the
, slopes are
f! not rendered unstable or give rise to recument a&?&ter constructio-
In cut sections in hilly terrain, the problem of seepage flow is common. Where such
conditions exist,. necessary measures including provision of deep side drains to'
intercept the seepage flow and to avoid any damage to road and cut slopes shall be
provided. I
i
;?
I -\
4.3.5 Excavation of Road Shoulders for Widening of Pavement
For widening of existing pavements or providing paved shoulders, the existing

shoulders shall be removed to their full width and to the requisite depth. Care shall
be taken to see that no portion of the existing pavement designated for retention is
loosened or disturbed.
4.3.6 Preparation of Cut Formation
(i) The cut formation, which serves as a subgrade, shall be prepared as per Clause
301.6 of MOSRTH Specifications.
(ii) Where the material in the subgrade has a density less than that specified in -.
'A
Table 4.1, the same shall be loosened to a depth of 500 mm and compacted in layers
1
in accordance with the requirements of Clause 305 of MOSRTH Specifications.
r
(iii) Any unsuitable material encountered in the subgrade shall be removed and
- - -- - - -
replaced will~suitablarnateriat and ~~acted-in-aecordmee-~ith-Clause 365-
4.3.7 Finishing Operations
(i) All excavated surfaces shall be properly shaped and dressed.
(ii) No point on the completed slopes shall vary from the designated slopes by more
than 150 mm (in case of soils) and 300 mm (in case of rocks) measured at
right angle to the line of slope.
(iii) The finished cut formation shall satisfy the surface tolerances specified in
Clause 902 of MOSRTH Specifications.
4.4 Soil Survey Investigations and Design Report
The Concessionaire shall cany out necessary soil surveys and field and laboratory
investigations for selecting appropriate borrow pits, identifying problematic ground
locations if any, requiring treatment and for finalizing structural features and design
of the embankment and cut sections. The soil survey and investigations report and
design report shall be submitted to the Independent Engineer for review, if any.
Soil Survey and Investigations Report
. The report shall include:
(i) Road Embankment
(a) The report shall include soil investigations and tests in accordance with
the requirements specified in IRC:SP:19 and shall be reported in the
Proforma given in Table 1 of IRC:SP:19. In addition to this, all tests as
per the requirements of MOSRTH Specifications shall be reported.
(b) In respect of high embankment, the report shall include additional

investigations and soil tests as per IRC:75 and Appendix 10 of
IRC:SP:19.
(c) Information regarding the topography, high flood level, natural drainage
conditions, highest sub-soil water level, and the nature and extent of
inundation, if any.
(d) The characteristics of embankment foundation including the presence of

any unsuitable/weak strata, marshy areas, water logged areas, etc.
_ e A l o n g the -ent
..- of the road,- where
. unstable
-. strata, soft material or..
~.,
poor subsoil conditions have been met with at the foundation level, the
soil profile shall be drawn after determining through borings, the type
of soil at different levels. The boring shall be at intervals of I00 to
200 m to a depth of 2 m below the existing ground. In the case of high
embankments, the borings shali be taken down to a depth equal to twice
the height of the embankment.
(f) Any particular construction problems of the area or other important

features.
(g) Geotechnical properties of Pond ash, covering parameters specified in

Table 1 of IRC:SP:58 and OMC-dry density relationship for heavy
compaction. This information shall be furnished, in case Pond ash is used
in embankment construction.
(ii) Cut Sections
The report shall include soil investigations and tests in accordance with the
requirements specified in IRC:SP:19 and information regarding depth of water
4.4.2 Design Report
The Concessionaire shall furnish the design report including the following to the 1 ,-.
(i) Road Embankment
(a) The detailed design of the embankment, remedidground improvement

treatment where required, and construction methodology for high
embankments.
(b) Design of retaining wallslreinforced earth structures. 1

I
(c) Design of protection measures for embankment slope and drainage
arrangement.
(d) Design of Pond ash embankment in case use of Pond ash is proposed. 1 c.
(e) Any additional information relevant to the design report.
(ii) Cut Section
(a) Type of cutting involved and proposed cut slopes. I {

-_ .. (b)_ Design_anhd~ails.oLerosioncontrol; slope prolectionmeasures, etc- I
(c) Design and details of drainage arrangement for sub-soil and surface
water.
(d) Any other additional information relevant to the design of cut slopes.
I '
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9
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Section 5
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, Pavement Design
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NS C\ND STANDARDS
6.8.2 Design Report

The design report shall include:
(i) Estimation of design discharge
(ii) Design of surface drains
(iii) Design of sub-surface drains
(iv) Drainage arrangement plan
(v) Specifications of drains
(vi) Any additional information as required by the Independent Engineer for review
of the drainage system.
6.7 Internal Drainage of Pavement Structures
-
(i) Boxed type construction in which pavement is housed in earthen shoulders shall
not be provided.
(ii) The sub-base shall be extended across the shoulders for efficient drainage of
pavement.
(iii) The granular sub-base shall be of proper design and grading to perform
satisfactorily as a drainage layer. The drainage layer shall not have material finer
than 75 micron size.
(iv) A suitable filter of granular material or geo-textile to act as filtration and

separation layer shall be incorporated between the subgrade and sub-base to
prevent clogging. Reference may be made to Section 5 of this Manual.
6.8 Survey, .Investigations and Design Report
The Concessionaire shall carry out proper surveys and investigations for detailed
design of the drainage system. The proposal for drainage system supported with survey
investigation report and detailed design report shall be submitted to the Independent
B n g i n e e ~ f ereview
r and comments, if-any. - -
6.8.1 Survey and Investigations - Drainage Studies
The survey and investigation and drainage studies shall include:
(i) Alignment plan, longitudinal and cross-sections, contour map.
(ii) Hydrological data
Drainage area, water shed delineation, direction of flow, location of outfalls,

existing surface drains, ground surface condition, rainfall, flood frequency, etc.
(iii) Data for hydraulic design of drains.
(iv) Geo-technical investigations for sub-surface strata, level of water table, seepage
I
flow etc.
iI (v) Identification of areas requiring sub-base drainage.

(vi) Any other relevant information.
-..
6.6.5 The internal diameter of the pipe shall not be less than 150 mm.
4
6.6.6
6.6.7
The sub-surface drains shall be. located not less than 0.5 m below the subgrade.
Backfill Material
I i..\ .,
(i) Backfill material shall be free draining sand, gravel or crushed stone designed
on inverted filter criteria for filtration and permeability or of an appropriate
grading conforming to the requirements of Table 300.3 of MOSRTH
Specifications.
(ii) Thickness of backfill material around the pipe shall not be less than 150 mm.
The minimum thickness of material above the top of the pipe shall be 300 rnm.
6.6.8 Sub-surface drains not located below the road pavement shall be sealed at the top.
A
6.6.9 Use of Geo-textile I 1..
(i) The subsurface drains may be designed using appropriate geo-textile to serve
the functions of filtrations and separation.
(ii) The sub-surface drains can be provided with geo-textile either along the trench
- -- -
or arouid the-pipe-or both. -
- - - - -
(iii) The geo-textile shall satisfy the requirements of Clause 702 of MOSRTH
Specifications.
6.6.10 Trench excavation, laying of pipe, backfilling, and use of geo-synthetics shall conform
to the requirements of Clauses 309.3.3.309.3.4 and 309.3.5 of MOSRTH Specifications
6.6.11 The drain outlet shall be a free outlet and shall be prepared as per Clause 309.3.6
/ t
')r
6.6.12 Aggregate Drains
(i) The trench for aggregate drain shall be of minimum 300 mm width and cut
to a depth to expose the granular pavement courses to be drained.
(ii) Aggregate for the drain shall be gravel, stone aggregate or slag of grading as
L
per Table 8 of IRC:SP:42.
i
(iii) The aggregate drain shall be provided with a geo-textile wrap to act as filtration L
and separation layer.
L
6.6.13 Design of subsoil drainage shall be based on a rational basis. Merence may be made L
6.4.2 Drainage arrangement may include provision of kerb channel at the edges of the
roadway to channelize the water and CC lined chutes along the slopes at about
-
10 m intervals or at designed spacing to discharge the water into side channels at L
the bottom.
6.4.3 The chute drains and drains at toe of the embankment shall be of Plain Cement
Concrete (MI5 grade) over proper bedding.
I 6.5 Catch Water Drains
6.5.1 Suitable catch water drains shall be provided on the hill slopes above a cutting to
collect and remove surface water run-off from upper reaches. These drains should be
of trapezoidal shape and stone lined and cement pointed.
6.5.2 The catch water drains shall be designed to cany the intercepted water to the nearest
6.5.3
culvert or natural drainage channel.
It shall be ensured that the catch water drains are provided in stable hill slopes outside
--
the periphely of slide/~jnstableareas.
i 6.5.4 Where required, lined chutes shall be provided to lead the discharge to the catch pit
- -
-
ofiulvFm t i r a Katuralpdrainage channel. - -
6.6 Sub-surface Drains
6.6.1 The sub-surface drainage shall be provided:

(i) for lowering the level of water table for drainage of subgrade,
f
- fi (ii) to intercept or drain out free water in cut slopes,
(iii) for drainage of pervious sub-base in situations where it may not be practicable
to extend the sub-base across the shoulder. i
-
- I 6.6.2 Sub-surface drains shall not be used for surface drainage.
I 6.6.3 The sub-surface drains shall be:

(i) Close jointed perforated pipes or open jointed unperforated pipes in trenches
with backfill material around pipes.
-. i (ii) Aggregate drains consisting of free draining material in the trench without any
i
of MOSRTH Specifications. .
ONS A N D STANDARDS
6.2.5 The open drains shall be located sufficiently away from the toe of embankment. ~ h e ;
the drain is unlined it shall be beyond 4H:lV imaginary line drawn from the edge
of the roadway.
6.2.6 The road side drains shall not pose any danger to traffic, slopes of cuttings,
embankment, pavement or structures.
6.2.7 As far as possible, longitudinal slope shall not be less than 0.5 percent for lined drains
and 1.0 percent for unlined drains.
6.2.8 The side slopes of the unlined drains shall be as flat as possible and shall not be
steeper than 2H: 1V.
6.2.9 The drains shall be provided with CC lining in the following situations:
(a) When due to space constraint, the drains are located near the toe of the
A
embankment or near structures.
(b) -Drains located in paved areas.
(c) Flow velocity is more than 0.3 m/s to 1 d s in silt and sand and more than
I 3 - i s in stiff-day- -- - -
-- --
6.3 Median Drainage (where dual carriageway is provided) I >

6.3.1 Proper arrangement for drainage of median shall be provided. The median drain should
have adequate longitudinal slope to the nearest culvert to drain off transversely.
6.3.2 Earthen surface in the median shall not be sloped towards camageway to drain on
the pavement, to avoid washed away soil getting deposited on the pavement making
it slippery and accident prone.
6.3.3
6.3.4
Turfedlpaved median of up to 5 m width with kerbs could be crowned for drainage
across the pavement.
In superelevated sections, proper arrangement for drainage of raised carriageway and

I:
median shall be made without allowing water to drain on the other carriageway.
6.4 Drainage of High Embankment
shoulders and embankment slopes.
* 64
SECTION 6
-
ROADSIDE DRAINAGE
6.1 General
6.1.1 The design and construction of surface and sub-surface drains for highway drainage
shall be carried out in accordance with the requirements of this Section.
6.1.2 Efficient drainage system shall be provided for the entire Project Highway including
structures and facilities.
6.1.3 For quick disposal of precipitation on the road surface, the caniageway, shoulders and
median shall have the requisite camber/crossfall and longitudinal gradient as per the
values specified in Section 2 of this Manual.
6.1.4 The natural drainage of the area shall not be disturbed.
6.1.5 The design of drains shall be canied out in accordance with IRC:SP:42 and
IRC:SP:50.
1 6.1.6 Construction of surface and sub-surface drains shall be. canied out in accordance with
~ ~-- ~ -~
- - --
~ . - ~ ~-
the requirements of Clause 309 of the MOSRTH Specifications.
6.1.7 Efficient drainage arrangements for road sections in cuttings and at underpasses shall
-- I be made. Where it is not possible to drain out water using gravity flow, necessary
arrangements for pumping shall be made.
- 6.2 Surface Drainage
6.2.1 The water from road and adjacent areas shall be intercepted and canied through road
side drains to natural outfalls.
6.2.2 The drains shall have sufficient capacity to carry normal peak run-off without
overflowing.
I
_-. ? . 6.2.3 The selection of type of roadside drains shall be based on the magnitude and duration
of flow. The roadside drains shall be designed on the principles of flow in open
-- \1 channel.
- ,
-
-
-.
6.2.4 The estimation of design discharge (peak run off) and design of drain sections shall
- be made in accordance with the procedure given in IRC:SP:4T
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Section 6
Mae+riLi--- - -- -
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5.13.2 Data Evaluation Report
The report shall inter alia cover:
(i) Data evaluated - soil characteristics and subgrade strength, pavement distress,
pavement deflection, riding quality, skid resistance, drainage aspects, 'etc.
-
I*
(ii) Pavement deficiencies, drainage and constraints.

(iii) Any other relevant details.
5.13.3 Detailed Design Report
The Concessionaire shall furnish the detailed design of the preferred solution along
with any special treatment proposed for adoption. Any departures from the
specifications, stated herein, shall be supported with authentic standards and
specifications and accepted practice.
5.13 Detailed Design Report
The new. pavement design and strengthening proposals formulated on the basis of the
detailed investigations and studies shall be communicated to the Independent Engineer
for review and comments, if any. The proposal shall be accompanied by Data
Collection, Data Evaluation and Design Reports.
5.13.1 Data Collection Report
The data collection report shall include:
(i) Soil investigation data for new pavements as per Table 13.2 of IRC: SP:19.
Report shall include OMC-Dry density relationship with heavy compaction and
soaked CBR values, in addition to other data and information as per the
prescribed proforma.
(ii) Test values of aggregate for pavement courses as per Tables 13.3 and 13.4 of
IRC:SP:19. All tests as per requirements of MOSRTH Specifications shall be
reported in addition to the tests and information included in the above
mentioned Tables.
(iv) Axle load surveys and VDF values for each category of commercial vehicles
as per Proforma 4 of IRC:SP:19.
(v) Estimation of traffic growth and traffic projections for pavement design.
(vi) Pavement condition data in the Proforma given in Table 2 of 1RC:Xl.
(vii) Pavement roughness data measured by Bump Integrator as per IRC:SP:16.
(viii) Pavement Deflection Data measured by Benkelman Beam as per the procedure
detailed in IRC:81. Pavement deflection data shall be recorded in the prescribed
Proforma vide Table 3 of IRC:81.
The deflection data shall be accompanied with the characteristics of the

subgrade soil covering type of subgrade soil, field moisture content (at the time
of deflection survey), average annual rainfall in the area, and pavement
temperature at the time of deflection survey.
(ix) Any other relevant information required by the independent Engineer for review I c
milling before laying WBMIWMM layers. It will be ensured that the
underlying layer is not disturbed.
(ii) If the thickness of the scarified/milled layer is 40 mm or more, the existing

I,
pavement thickness shall be made up by increasing the overlay thickness s
correspondingly.
(iii) The thickness and composition of bituminous surfacing over the granular layer
shall conform to the recommended surfacing and thickness in para 4.2.3
(Bituminous Surfacing) of IRC:37.
- i 5.10.8 Bituminous Mix for Overlay
i
The specifications for the bituminous mixes for the overlay shall be as specified for
bituminous surfacing for new pavement sections vide para 5.7.3 of this Section.
: I 5.10.9 Pavement Pelformance Requirements and Evaluation
The strengthened pavement shall satisfy the minimum standard and maintenance
requirements specified for new pavement sections in para 5.4.3 of this Section and
-
--
Schedule-K of the Concession Agreement.

--- - -- - - - The +erformanumeasurement and evaluation will be done-* per the procedure
described in para 5.8 of this Section.
5.11 Construction, Workmanship and Quality of Work
All materials, construction operations, workmanship, and the surface finish of the
quality of completed construction for all pavement works including subgrade, sub-
base, base course, bituminous surface courses for new pavements and for widening
and strengthening works shall conform to the specified requirements and specifications
and comply with the relevant provisions of Section 900 of the MOSRTH Specifications.
5.12 Premature Distress
i Notwithstanding the minimum design, specifications and standards specified in the

preceding paras for new pavements and strengthening of existing pavements, if the
pavement shows premature distress in the form of cracking, rutting, patching, loss
of camber or any other structural or functional distress, necessary remedial measures
1 ,
by strengthening/resurfacing shall be undertaken after proper investigation for
1 conforming to the minimum requirements prescribed in Sche&-K of the Concession
(INS AND STANDARDS
Concession Agreement or if any stmctural distress is observed. The

overlay shall be designed to extend the pavement life for at least five
years at a time.
(c) The riding quality of the pavement shall be measured periodically and
if the roughness exceeds the specified value, the pavement strength shall
be evaluated based on current deflection measurements and traffic
projections for the next five years, at least. In case any strengthening
treatment is required, the same shall be implemented, otherwise the
wearing course be renewed by providing a minimum 25 mm thick
bituminous surfacing conforming to the existing wearing course
specifications.
5.10.4 Design Traffic
The design traffic shall be estimated in terms of the cumulative number of standard
axles (8160 kg) to be carried by the pavement during the design period as per the
a procedure described in para 5.5 of this Section.
5.10.5 The thickness of bituminous overlay shall be determined on the basis of the
characteristic deflection and the design traffic as per the procedure outlined in
-
IR:gl;-The guidelines givethe thickness o f ~ ~ e i hrequired-in
y f e r n of-bituminous
macadam. The thickness of bituminous overlay for pavement strengthening shall not
be less than 50 mm.
5.10.6 The overlay, so determined for the existing pavements in terms of Bituminous
Macadam can be modified to provide for other compositions, including the
combination of granular layers of WBMIWMM and bituminous treatment. The
equivalent overlay thickness can be determined using the following equivalency
factors as per Clause 7.4 of IRC: 81;
100 m m of BM = 150 mm of WBM/WMM
100 m m of BM = 70 mm of DBMISDBCJBC
5.10.7 The type of material to be used in overlay construction will depend upon several
factors such as design traffic, thickness, condition and type of existing bituminous
surfacing and convenience of construction. If it is proposed to strengthen an existing
weak pavement structure with granular construction followed by bituminous surfacing,
the following requirements shall be satisfied:
(i) The existing bituminous surfacing shall be completety removed by scarifying /

I
of the adjacent pavement, the paved shoulders shall be re-constructed to the
new pavement thickness.
(vi) The overlay on the main caniageway pavement and on the paved shoulders
shall be uniform in thickness and composition.
5.9.10 Granular Shoulders
Material for granular layer on shoulders shall be well graded natural sand, moorum,
gravel, crushed stone or combination thereof, conforming to Clause 401 of MOSRTH
Specifications and having soaked CBR value of not less than 30%. The granular layer
shall be compacted to at least 98% of the maximum dry density for the material
determined as per IS: 2720 (Part 8).
5.10 Design of Strengthening l h a t m e n t (Overlay)
5.10.1 IRC:81 shall be followed for design of strengthening treatment. The guidelines provide
the method for determining the characteristic deflection using Benkelman Beam and
then working out the overlay thickness for the design traffic.
-
'-~
5.10.2 The characteristic deflection for design purpose shall be determined by the following
Where, Dc = Characteristic Deflection (mm)

,T = Mean Deflection (mm)
(determined on the basis of individual deflection corrected for
temperature and seasonal variation)
(5 = Standard Deviation
5.10.3 Design Period and Minimum Requirements

C
(i) Pavement strengthening shall be done for a design period of 10 years o r equal
to the operation period, whichever is more. Strengthening in stages shall be
permissible subject to the requirements given in para (ii) below.
(ii) The Concessionaire shall ensure the following requirements as a minimum for
design of strengthening measures:
i (a) Initial strengthening for a design period of not less than eight years.
(b) Subsequent overlay at the end of the initial design period, or earlier, if
the surface roughness exceeds the ~ s r r e c i f i e xd ~ c h e d u l e - Kof the
NS AND STANDARDS
(ii) Where the maximum thickness of profile corrective course is no! more than
40 mm, it shall be constructed as an integral part of the overlay course. In
other cases, the profile corrective course shall be constructed as a separate layer.
(iii) Where it is to be laid as integral part of the overlay/strengthening course, the

profile corrective course material shall be uT Ule same specifications as that of
the overlaylstrengthening course.
5.9.5 Necessary corrective measures to treat the identified deficiency vide paras 5.9.3 and
5.9.4 above, shall be taken along with strengthening of the pavement.
5.9.6 Any stretches in which the pavement is damagddeteriorated to such an extent that
the use of Benkelman Beam method may not result in a realistic assessment of the
strengthening treatment, pavement in such sktches shall be designed using the design
procedure for new pavements.
5.9.7 Where an existing pavement is built over an untreated expansivelblack cotton soil
subgrade, its improvement/strengthening/widening shall be treated separately. Such
stretches shall require reconstruction with provision of adequate measures such as
replacement or treatment of expansive subgrade and shall be designed as new
-
pammeii-in-accordance with the-procedure-specifiebin-para 5.4-and-IRC47. Such
stretches shall be specified in Schedule-B of the Concession Agreement.
5.9.8 No granular layer shall be provided over an existing bituminous surfacing. Where it
is envisaged to strengthen grossly deficient existing road with a granular base layer in
addition to the bituminous overlay, the requirements specified in paras 5.10.6 and 5.10.7
shall apply.
5.9.9 Paved Shoulders I f -

X. (i) Paved shoulders shall be constructed, where specified.
(ii) The width of paved shoulders shall be 1.5 m unless specified otherwise.
(iii) The paved shoulders shall be constructed in layers, each matching the thickness
of the adjoining pavement layer. The work shall be carried out in accordance
with Clause 407 of MOSRTH Specifications.
C
(iv) Where the existing pavement is to be widened to two lanes with paved
shoulders, the pavement layers in the main caniageway and in the paved
shoulder width shall be laid and compacted together. 4-
(v) If the thickness of the existing paved shoulders, if any, is less than the thickness I c
(iii) The structural evaluation of the pavement shall be made by taking deflection
measurements every 5 years, in accordance with the procedure given in
IRC: 8 1, unless needed earlier for stretches exhibiting severe distress during
the operation and maintenance period.
Widening and Strengthening of Existing Pavement to ' h o Lane / W o Lane Plus

(with Paved Shoulders)
The requirement of strengthening (overlay thickness) for the existing pavement shall
be assessed as per the procedure laid down in IRC: 81. The pavement thickness in
the widened portion shall be kept equal to the thickness of the existing pavement plus
the thickness of the overlay as assessed above, unless specified otherwise. The overlay
on the existing pavement and widened portion shall be uniform in thickness and
composition. It shall be ensured that the thickness of the bituminous surfacing in the
widened portion shall not be less than the equivalent thickness of bituminous surfacing
over the existing pavement.
--
I 5.9.2
--- -. - .--
The pavement shall be widened symmetrical to the existing centerline or on one side
only depending on the placement of the existing road within the right of way. This
aspect may be decided in consultation with the Independent Engineer, in case not
- s p e c i f i e d i n t h u e l w a n t scheduleof-the Concession-Agreemeat
-
-- - -
The earthwork in subgrade in widened portions and shoulders shall be compacted .to
atleast 97% of the maximum dry density obtained by heavy compaction (IS: 2720,
Part 8).
'*
5.9.3 Before strengthening treatment is prescribed. a detailed pavement condition survey
and evaluation shall be carried out in accordance with IRC: 81 to determine:
(i) The extent of distress and nature of deficiency in the existing pavement
structure, and
(ii) Whether any special treatments e.g. provision for remedying reflection cracking,
pavement internal drainage, subgrade improvement1reconstruction, or rectification
of any other deficiencies are warranted.
5.9.4 Before implementing the strengthening treatment, the existing pavement surface
profile shall be checked and if found deficient, shall be corrected by providing a
suitable profile corrective course or by milling and recycling. The profile corrective
course shall meet the following requirements: v -
C A ~ O N SA N D SI'ANDARDS
5.7.2 Base Course
(i) Base course material qnd construction shall conform to any of the following
types:
I (_
(a) Water Bound Macadam for base course conforming to IRC:19.
(b) Wet Mix Macadam for base course conforming io IRC:109.
(c) C ~ s h e rRun Macadam Base conforming to the requirements of Clause
I:
410 of MOSRTH Specifications.
(d) Any other superior base material like Bituminous Macadam conforming
to Clause 504 of MOSRTH Specifications can be used in combination
with the granular base.
II
I
(ii) The granular base shall be primed with a prime coat of low viscosity liquid
i
bituminous material of appropriate type conforming to MOSRTH Specifications1
(
BIS specifications, preparatory to the superimposition of bituminous treatment
or mix. I
'
5.7.3 Bituminous Surfacing
(i)
-
The bituminous
.
surfacing shall
--- - be-- either
- - --
a wearing
-
- -
course or a binder course
- --
::
with-a wearing course depending upon the design traffic.
(ii) Bituminous surfacing materials and thicknesses shall satisfy the requirements
of the IRC:37. The suggested surfacing materials and thickness are desirable
minimum from function$-arid structural requirements.
(iii) The specifications for the bituminous materials and mixes shall satisfy the
specified minimum requirements, as per the relevant MOSRTH Specifications.
The design of mixes shall be done by Marshall method.
I 1
L
(iv) For the design of mixes, use of refusal density criterion can be adopted.
(v) The grade of bitumenlmodified bitumen shall be selected by the Concessionaire

keeping in view the traffic, rainfall and other environmental conditions.
5.8 Performance Evaluation
(i) Pavement performance evaluation shall be done by the Independent Engineer

in accordance with tests based on good industry practice.
(ii) Roughness in each lane for full length shall be measured by calibrated BI
t1 (ii)
surfacing shall conform to the requirements prescribed herein and the
' MOSRTH 1 IRC Specifications, unless specified otherwise.
Where several materials will adequately serve as component within the
pavement structure, such as a sub-base or a base course, the Concessionaire
shall have the option of using any of the materials/specifications. It is important
that good engineering practice and product quality requirements are not
abandoned for the sake of effecting cost reduction.
If any material which is not specified here or included in MOSRTH / IRC / PWD
Specifications is proposed to be used, the proposal supported with authentic standards
and practice shall be communicated to the Independent Engineer for review and
comments, if any.
5.7.1 Sub-base
I
(i) Sub-base shall be of any of the following types:
(a) Granular sub-base conformi~~gto clause 401 of MOSRTH Specifications.
Sub-base material shall have minimum soaked CBR value of 30%.
---
! (b) Cement treated soil sub-base conforming to clause 403 of MOSRTH
- --
3
i .~
..-- ~~p . ..
~- ~ :-Specifications_ . - . . . . _ . .... .. _ -- ~- --
(c) Water Bound Macadam conforming to IRC:19,

(d) Wet Mix Macadam conforming to IRC:109.
(ii) Frost susceptible materials shall not be used in the sub-base.
(iii) From pavement drainage considerations, the granular sub-base should be

extended over the entire formation width. The granular sub-base shall be of
proper design and grading to perform satisfactorily as the drainage layer. In
cuttings, granular sub-base shall be at least 300 rnm above the invert level of
the drain.
(iv) Where modification of granular sub-base grading given in Clause 401 of

MOSRTH Specifications is considered necessary to improve its drainage
properties, the PI, Compaction and Strength criteria shall be fully satisfied,
besides drainage efficacy. Further where required, depending upon the gradation
of the sub-base material and subgrade soil, an appropriate filter layer of soil/
aggregate or geo-textile shall be incorporated between the sub-base and the
subgrade to prevent clogging of sub-base. The proposal shall be communicated
to the Independent Engineer for review and comments,-if any.
W O N S AND STANDARDS
5.5.4 Traffic growth rate shall be established for each category of commercial vehicles to
be considered for design of pavement. For traffic projections, the procedure outlined
in IRC: 108 may be followed. The Concessionaire shall adopt a realistic value of the
rate of traffic growth, provided that annual rate of growth of commercial vehicles shall
not be assumed as less than 5 per cent.
5.5.5 Axle load surveys shall be carried out to estimate the vehicle damage factor (VDF)
for each category of commercial vehicles. The axle load equivalency factors
recommended in Annexure-2 of IRC:37 shall be used for converting different axle
road repetitions into equivalent standard axle load repetitions. VDF values so
determined shall be used for estimating design traffic in standard axles. Provided that
if the Concessionaire envisages the possibi'iity of controlling the severity and incidence
of overloading with better enforcement of legal load limits as also of increase in the
proportion of Multi Axle Vehicles over the years, it may, at it own risk and cost adopt
a lower VDF value than that determined on the basis of the Axle load spectrum survey.
i.
5.5.6 Lane distribution factors given in IRC:37 shall be adopted.
5.5.7 For rigid pavements Equivalent Damage Ratio (EDR) shall be adopted as given in
- - -
IRC:58. -.- - - - ---
-- - - - - -
5.6 ' Subgrade
The subgrade, whether in cut or fill, shall meet the following requirements:
(i) Subgrade material shall conform to the requirements laid down in Section 4.
Expansive clays and other unsuitable soils shall not be used for subgrade
construction. The material used in subgrade shall have dry density of not less
than 17.5 kN1cu.m.
(ii) The thickness of subgrade shall not be less than 500 mm.
(iii) The subgrade shall be compacted to atleast 97% of the maximum dry density
achieved with heavy compaction in accordance with IS: 2720 (Part 8).
(iv) The soaked CBR value of remoulded subgrade soil samples at the specified dry
density and moisture content shall not be less than 7% (average of atleast 3
specimens), unless specified otherwise.
5.7 Pavement Components and Materials

(iv) A properly designed drainage Layer (GSB) of thickness 150-200 mm shall be
provided. The drainage layer shall be properly designed so that a drainage
coefficient of 20 m per day is obtained.
A
(v) The construction of rigid pavement should normally be done by Slip-form *
Paver. Stringent quality control is absolutely essential for long term performance
of the rigid pavement and therefore, the same should be executed with utmost
1 quality control and as per procedure laid down in IRC:15.

The details of axle load surveys, for trucks only, shall be used in computing
(vi)
stress ratios as per IRC:58.
5.4.3 Pavemenr Performance Requirements
i) The pavement structure shall be capable of giving the specified performance

over the entire operation period.
I
1 ii) The new pavement surface shall satisfy the following standards:
a. Roughness --
-.
In each lane measured Not more than 2000 mmkm for each
by calibrated BI lane in a km length
-- - - -b. Ruttin~,_c@ikin~ or any -__-- -- _ - - ._- - -
other distress Nil
(iii) During the operation period. the pavement surface roughness or any structural/
functional distress shall not exceed the values specified in Schedule-K of the
Concession Agreement. Any treatment in the form of renewaVoverlay carried
out or required to restore/correct/improve the riding quality or any distress shall
be of such thickness and specification that will restore the riding quality to
2000 mmflun.
I 5.5 Design f i a f i c
A
-
5.5.1 The design traffic shall be estimated in terms of cumulative number of standard axles
(8160 kg) to be canied by the pavement during the design period.
5.5.2 Estimate of the initial daily average traffic flow shall be based on atleast 7 days',
24 hour classified traffic counts. IRC:9 may be used as guidance for carrying out the
traffic census.
I -
5.5.3 Any likely change in traffic due to proposed improvement of the facility andlor future
! development plans, land use, shall be duly considered in esthating the&sign traffic.
specified in IRC:37. Strengthening of existing pavements shall be designed o n the
basis of the procedure outlined in IRC:81, except where specified otherwise.
4
5.3 Method of Design of Rigid Pavement 1(
i
Rigid pavement shall be designed for a period of not less than 30 years, in accordance
with the method prescribed in IRC:58.
5.4 Design of New Pavements I I
5.4.1 Flexible Pavement

(i)
- Design Period and Strategy
Pavement shall be designed for a minimum design period of 15 years. Stage
I
construction shall be permissible subject to the requirement specified in para
(ii) below.
(ii) Alternative strategies or combination of initial design, strengthening and

a maintenance can be developed by the Concessionaire to provide the specified
level of pavement performance over the operation period, subject to satisfying
the following minimum design requirements;
(a)
-- -- -of sub-base
The thickness -- and base
-- of pavement section is designed for
a minimum design period of 15 years and the initial bituminous surfacing
for a minimum design period of 8 years.
(b) The pavement shall be strengthened by bituminous overlay, as and when
required, to extend the pavement life to full operation period. Strengthening
in stages for not less than five years at a time can be done. The thickness
of bituminous overlay shall be determined on the basis of IRC:81.
'5.4.2 Rigid Paveinent - Design Period and Strategy

(i) The stage construction shall not be permitted in case of rigid pavement. The
pavement shall be constructed in 10 m width (7 m carriageway plus 2X1.5 m
rigid shoulders).
(ii) The Pavement Quality Concrete (PQC) shall be designed as per para 5.3.1,
based on a flexural strength of 4.5 MPa. The PQC shall rest over Dry Lean
Concrete (DLC) sub-base of 150 m m thickness.
(iii) The DLC will be of M10 concrete (7 days' strength) as prescribed in

IRC:SP:49. DLC will be extending beyond the PQC (including that in shoulder,
SECTION 5
PAVEMENT DESIGN
5.1 General
5.1.1 The existing roads in the States are generally flexible pavements and their capacity
augmentation by ,way of widening and strengthening would therefore generally be by
provision of flexible pavements only.
5.1.2 Situations may, however, also arise where the Government may require provision of
cement concrete pavement depending upon specific site conditions. Such a requirement
shall be specified in Schedule-B of the Concession Agreement and indicated as a
deviation in Schedule-D of the Concession Agreement. The minimum design and
maintenance requirements for cement concrete pavement shall be specified by the
Government and Schedule-K of the Concession Agreement shall be modified
I 5.1.3
accordingly.
Design of new pavement sections or widening and strengthening of existing pavements

shall take into account all relevant factors for assuring reliable performance that
- I
- . . .. .- -.
.
1~--.
3
.sauSflrf.Especlrl Urn .-Fiif@mmmfeqTIiireme KCST- - L-- ~~
. I 5.1.4 The pavement condition and other data furnished by the Govenunent are based on
preliminary investigations. The Concessionaire shall undertake the necessary- soil,
material and pavement investigations and traffic volume and axle load studies in
.
,
I accordance with the good industry practice for preparing detailed designs.
-
5.1.5 The materials, mixes and construction practice shall meet the requirements prescribed
herein and MOSRTH Specifications / IRC Specifications, unless specified otherwise.
5.1.6 Where problematic conditions such as expansive soils, swamps or marshes, flooding,
poor drainage, etc. are found to exist, adequate measures shall be adopted to deal with -
A
such site conditions.
I
:
; 1 5.2 Method of Design of Flexible Pavement
The design of flexible pavement is covered in two parts namely, new pavements, and
I widening and strengthening of existing pavements. New pavements shall be designed
i 1
- I
in accordance with the method prescribed in IRC:37 or any other international
standard methodlguideline for pavement design, subject to the condition that the
overall pavement composition shall not be less than the m i n 5 u m requirement
-
Section 7
: :5$(
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... ,.. .
- 1
" 39
I...
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I *.;
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;.I
SECTION 7
DESIGN OF STRUCTURES
7.1 General
(i) All new structures up to 60 m length shall be constructed with an overall width
between outermost faces of the railingslparapetdcrash barriers equal to the
roadway width of the approaches.
(ii) All new structures more than 60 rn length shall have minimum 7.5 m wide
carriageway, unless specified otherwise in Schedule-B of the Concession
Agreement.
(iii) New structures with footpaths, where so specified in Schedule-B of the
Concession Agreement, shall be constructed with an overall width of 12 rn
between the outermost faces of the crash barriers or railings. Raised footpaths
shall be provided.
(iv) All bridges shall be high level bridges, unless specified otherwise in the
Concession Agreement.
(v) All structures shall be designed in accordance with the relevant IRC Codes,
__ _ S1andacds and_Specificaltians. _ - - - - -
(vi) All railway level crossings (except railway sidings) shall be replaced with
ROBsIRUBs, unless specified otherwise in Schedule-B of the Concession
Agreement.
(vii) 'Qpical cross sections of the new culverts and bridges for a 2-lane highway
are given in Figs. 7.1 to 7.4.
(viii) Any utility services to be taken on the structures shall be specified in Schedule-
B of the Concession Agreement.
.j
^ II
-
7.2 Design Loading and Stresses
(i) The design loads and stresses shall be as per 1RC:6.

--- 1 (ii) Raised footpath shall be provided in built up areas.
(iii) In ~ e i s m j cZones IV and V, necessary design related precautions against
dislodgement of superstructure shall be taken as per Clause 222 of IRC:6.
? I (iv) All the components of structures shall be designed for a service life of 100 years
components in expansion joints and elastomeric bearings. All the requirements
to achieve durability and serviceability shall be implemented.
-
(v) For bridges in marine environment, special precautions as specified in Schedule- 1 '
0
B of the Concession Agreement shall be taken. (Refer para 7.22)
7.3 Widening / Reconstruction of Existing Structures
7.3.1 Existing Culverts
(i) All culverts which are structurally distressed shall be specified in Schedule-B
of the Concession Agreement and shall be reconstructed as new structures.
(ii) All existing culverts which are not to be reconstructed shall be widened equal
to the roadway width of approaches.
7.3.2 Existing Bridges
(i) All the bridges which are structurally distressed shall be specified in Schedule-
B of the Concession Agreement and shall be reconstructed as new structures.
(ii) The bridges which are sound but narrower than 7.5 m width (carriageway) shall
be widened where specified in Schedule-B of the Concession Agreement.
~ . ,. . _-. ~ - - -~
-- ~~ ... ...-
~ -
(iii) All existing bridges in sound condition with 7.5 m wide carriageway shall be
retained.
7.4 Structure Qpes
(i) Bridge superstructure may be of reinforced concrete, pre-stressed concrete or

steelconcrete composite construction.
I i;-
(ii) Wherever box girders are proposed for superstructure, the minimum clear depth
inside the box shall be 1.50 m with suitable openings in the diaphragms and
box to facilitate inspections. Haunches of minimum size of 300 mm (horizontal)
and 150 mm (vertical) shall be provided at the extreme comers of the box
section.
(iii) Bridge foundation and substructure shall be of masonry or plain or reinforced

concrete. These will be designed as per the relevant IRC Codes / MOSRTH
Specifications.
(iv) Innovative structures like continuous bridges, precast pre-tensioned girder

bridges and segmental bridges may be adopted, where considered appropriate.
The design of continuous bridges sl~allbe governed by IRC:SP:66. Design of
segmental bridges shall be governed by IRC:SP:65 and design of pre-5ast pre-
tensioned girder bridges shall be governed by IRC:SP:7 1.
H :' 7.5 Hydrology

All the structures shall have adequate waterway. The design discharge shall be
evaluated for flood of 50-year return period.
7.6 Sub-surface Investigations
7.6.1 The Concessionaire shall cany out independent sub-surface investigations to establish
the soil parameters required for detailed design of each foundation separately, if
necessary, in accordance with relevant provisions of IRC:78 and MOSRTH
Specifications.
7.6.2 For single span structures (bridges, overpasses, ROBS etc.), bores shall be taken at
each of the abutment locations. For structures having more than one span, at least
one bore shall be taken at each of the foundation locations.
I
7.7 Culverts
-- -~ ~ - -~
~ - .~ ~-
--
,
~ ~
7.7.1 New Culverts
Reinforced concrete pipes for culverts shall be of NP 4 type, conforming to the

requirements of IS: 458. Minimum diameter of pipes for new pipe culverts shall be
1200 mm (Internal diameter).
-.
. 7.7.2 Existing Culverts
1 (i) Existing pipe culverts of diameter 400 mm and above, which are in sound
condition and functioning satisfactorily, may be extended using pipes of same
7
A diameter.
(ii) A11 culverts having pipe diameter less than 900 mm shall be replaced with pipes
of minimum 1200 mm diameter.
(iii) (a) Suitable bedding for pipes shall be provided as. per Clause 2904 of
MOSRTH Specifications
(b) Minimum cushion of 600 mm shall be provided for pipe culverts.
(iv) - Specifications.
Floor protection shall be as specified in the relevant IRC
7.8 Prestressing -
(i) The Concessionaire shall engage specialized agency in consultation with
Independent Engineer for rendering total service contract. The Concessionaire
shall also obtain the necessary certificate from the specialized agency engaged,
that the work has been carried out in accordance with the prescribed standards
and specifications.
(ii) The Concessionaire shall submit fabrication drawings, detailing of prestressing

cables, anchorages, couplers, chairs and supports, templates or forms for
holding anchorage assemblies, stressing schedule, etc for review and comments
of Independent Engineer, if any, at least 45 days prior to the scheduled date
of commencement of the prestressing work.
(iii) The sheathings shall be either in mild steel as per clause 3.6.1 or HDPE as
per clause 3.6.2 of IRC:18. They shall comply with the requirements specified
in Appendix IA/IB of IRC:18 and the Concessionaire shall obtain a test
certificate of confirmation from the manufacturer and furnish for review and
comments of Independent Engineer, if any, before bringing the proposed type
of sheathing to the site.
- ~ -
(iv)~ . .In
~ .
order to keep the number of joints in a duct to the minimum possible, the
~ ~
sheathings shall be as long as practical from handling and transportation

considerations without getting damaged. Sheathing damaged during handling or
transportation shall not be made good and used in the works.
(v) The joints of the mild steel sheathings shall be water tight complying with the
requirements given in Appendix 2 of lRC:l8.
(vi) Pull-in or push-in of the prestressing strands shall be mechanized.

(vii) Temporary tendons shall be inserted in the sheathing or the sheathing shall be
stiffened by other suitable method during concreting. Cables shall be threaded
after the concreting. Tendons shall not be placed until immediately prior to
stressing. Tendons shall be handled with care to avoid damage or contamination,
to either tendon or the sheathing. Any tendon damaged or contaminated shall
be cleaned or replaced.
(viii) Prestressing accessories like jacks, anchorages, wedges, block plates, couplers
etc being patented items shall be obtained from only authorized manufacturers
with in-house testing facilities.
(ix) All prestressing components and accessories shall be subject to acceptance tests
I assemblies shall be carried out in consultation with Independent Engineer.
Couplers which connect two tendons to form a continuous tendon shalrbe tested
in the same way as anchorages formed by mechanical means.
!
(x) Jacks and pumps shall be got calibrated from any accredited laboratory prior
to use and then at intervals not exceeding three months.
(xi) Grouting shall be canied out as early as possible, but not later than 10 days
of stressing of a tendon. Grouting of post-tensioned cables shall be canied out
as per the recommended practice specified in Appendix 5 of IRC:18.
(xii) Jointing of pre-cast units by application of cement mortar shall not be permitted.
The Concessionaire shall submit adequate data in support of the proposed
method of jointing the pre-cast units for the review and comments of
" I Independent Engineer, if any.
Whatever may be the method of jointing, the holes of prestressing steel shall
be accurately made to meet one another in true alignment at ends and to ensure
even transfer of compression from one unit to another.
(xiii) Care shall be taken to ensure that the jointing material does not enter the duct
or press the sheath against the prestressing steel.
-- - .
.. . -
. . .- ( x i v l G ~ d e l i n e s - f mus.:sf_exkxm..and unhonderiprestressing tendons in bridge - -
structures can be considered as per TRC:SP:67, wherever considered appropriate.
7.9 Form Work

The Concessionaire shall be responsible for the safe, workable design and methodology
for all temporary or permanent fonhs, staging and centering required for supporting
and forming the concrete of shape, dimensions and surface finish as shown on the
drawings. The following guidelines shall be adopted:
(i) Only steel formwork shall be permitted.
(ii) Shuttering oil (release agent) used shall be such, which permits easy removal
of shutters without leaving stains or other marks on the surface of the concrete.
Requirements given under Clause 3.5 of IRC:87 shall also be complied with.
(iii) In case of tubular staging of heights more than 10 m, special attention shall be
paid to the structural adequacy of the system, efficacy of the connections (clamps
etc), and foundations. Foundation blocks of adequate thickness in MI5 cement
concrete shall be provided under the base plates to prevent unequal settlements.
- I All bent tubular props shall be straightened before re-use+d the member with
NS AND STANDARDS -r-
deviation from straightness more than 1 in 600 of its length shall not be re-used.
For re-used props, suitable reduction in the permissible loads shall be made
depending upon their condition in accordance with recommendations of the
manufacturer and as reviewed by Independent Engineer.
(iv) In case of prestressed concrete members, the side fonns shall be removed as
early as possible and the soffit forms shall permit movement of member without
1'
restraint, when prestress is applied. Form supports and forms for cast-in-situ
members shall not be removed until sufficient prestress has been applied to C
cany all anticipated loads during construction stage.
I ('
C
7.10 Foundations and Sub-structures
7.10.1 The design of foundations and sub-structures shall conform to 1RC:78.

il c
7.10.2 Open Foundations !C
The design of open foundations shall conform to IRC:78. Floor protection shall be c?
provided as per Section 2500 of MOSRTH Specifications. i
I ,-
7.10.3 Pile Foundations
- -- -
__ -- ______ --- -- A --- - --- -1 +
(a) -'fie construction of pile foundation in bridges has been introduced rather C
recently. The design of pile foundations shall be done as per specialized
<.
literature and IRC:78. The Concessionaire shall submit a method statement to
Independent Engineer for review and comments, if any. The method statement
<
shall be supported by the following:
(i) Bore-log details for each foundation; ;
(ii) Design assumptions; iI ,
1
1%-
(iii) Design calculations both for new pile or group of piles and for pile type;
(iv) Type of piles- Bored cast-in-situ piles, driven piles and girder piles; c3
(v) Procedure adopted for installation of piles; 1 <
(vi) Arrangements for load testing of piles; ; c
(vii) Format for reporting of tests results. I (
! <
(b) The Concessionaire shall submit the following information to Independent
Engineer for review and comments, if any, regarding proposed proprietary
system of piling:
-
(i) Diameter, length and type of pile 'pfoposed for the s
, .
.-~
(ii) General features of the processkystem along with specifica$ons and
standards;
(iii) Authenticated copies of license/agreement, if any;
(iv) Details of plant and equipment to be used along with the names of
manufacturers and name of procesdsystem;
(v) Details of projects where the procesdsystem has been successfully used;
(vi) Limitations, if any;
I (vii) Acceptance tests and criteria;

(viii) Installation & maintenance procedure and schedule;
(ix) Performance Warranty
.: I 7.10.4 Well Foundations
(a) For conventional method of well sinking, the Concessionaire shall submit a
method statement to Independent Engineer for review and comments, if any,
including the following:-
(i) Design calculations and drawings,
. ..-- ~ ~ -
(ii) Procedure for sinking and plugging of well,

- 1 I
(iii) Format for reporting of test results.
(b) If proprietary system of well s i w n g like jack down method is proposed to be

used, the Concessionaire shall submit relevant information to Independent
Engineer for review and comments, if any, covering the following inter-alia:
(i) General features of the system along with specifications and standards
and justification for the thickness of steining proposed to be adopted;
(ii) Authenticated copies of license/agreement, if any;

(iii) Details of plant and equipment to be used along with the names of
manufacturers and name of procesdsystem;
(iv) Details of projects where the system has been successfully used;
(v) Limitations, if any;
(vi) Acceptance tests and criteria;
(vii) Installation & maintenance procedure and s c h s e ;
(viii) Performance Warranty
>. -
I
ONS A M ) STANDARDS
-
7.11 Approach Slabs
Approach slab shall be provided as per provision in Clause 217 of IRC:6 and Section
2700 of MOSRTH Specifications.
7.12 Superstructures
7.12.1 The design of reinforced and prestressed concrete super structures shall be as per
IRC:21 and 1RC:IS respectively. The design of steel and steel-concrete composite
super structures shall conform to IRC:22 and IRC:24 respectively.
7.12.2 The Concessionaire shall submit the Method Statement to Independent Engineer for (.-
review and comments, if any, indicating the following inter alia:
r
(i) Sources of materials,
C
(ii) Design, erection and removal of formwork,
f C?
(iii) Layout of casting yard together with necessary details,
1(
(iv) Production, transportation, laying and curing of concrete, 1c
. .. -- - - -- -@-&quence-otkmFeting-in east=irr=sitw-conmtion;-
applicable and placing of girders on the bearings,
&iiff@jml-f-
~
-
t;
1<
.C .-
(vi) Details of construction joints, I(

(vii) Prestressing system, if required,
(viii) Methodology and equipment for side shifting and launching of pre-cast girders, I \
I (
(ix) Key personnel for execution and supervision,
1 c.
(x) Testing and sampling procedure, Ic
(xi) Equipment details.
7.13 Bearings
7.13.1 All bearing shall be easily accessible for inspection, maintenance and replacement.
Design and specifications of bearings shall be as per IRC:83 (Part I, I1 & EX).
Spherical bearings shall conform to the requirements of BS: 5400. The materials of
bearings may, however, conform to the relevant BIS codes nearest to the specifications
specified in BS: 5400. The drawing of bearings shall include the layout plan showing
-
exact location on top of pier and abutment cap and the type of bearings i.e. fixed
I
I
7.13.2 The Concessionaire shall procure bearings only from the manufacturers approved by
MOSRTH. -
I 7.13.3 The Concessionaire shall submit detailed specifications, designs and drawings
'+: 1 including installation drawings and maintenance manual incorporating the replacement
1 1 procedure to the Independent Engineer for review and comments, if any.
7.13.4 The Concessionaire shall obtain a complete Quality Assurance Programme (QAP)
from the manufacturer for the review and comments, if any, by Independent Engineer.
The QAP shall give full details of the process of quality control, raw material testing,
various stages of manufacture, testing on bearing components as well as testing on
complete bearing in conformity with relevant part of IRC:83 prior to the commencement
of manufacture of the bearings.
1 7.13.5 In addition to the routine testing of the materials and bearings at the manufacturer's
I premises, the Concessionaire shall arrange testing of random samples of one per cent
1 (minimum one number of each type) of bearings from independent agency approved
,- by Independent Engineer. The bearings shall be selected by Independent Engineer and
duly sealed in his presence for dispatch to the approved independent agency.
7.13.6 The Concessionaire shall submit a certificate of confirmation regarding quality control
---- - - - - - --. --
measures taker d u r i i f a c t u r e of t l r b e a h T g s m r t k material anformiirrg- to - - - --
the prescribed standards and specifications. Full lot of bearings of the sample found
to have inferior specifications to those certified by the manufacturer or to have a major
discrepancy in material specifications or fail to meet the acceptance criteria, shall be
: 1 rejected.
7.14 Expansion Joints
i) Structures shall have minimum number of expansion joints. This may be

achieved by adopting longer spans, making the superstructure continuous or
using integrated structures. Expansion joints shall conform to IRC: SP:69. The
Concessionaire shall furnish guaranteefproprietary indemnity bonds from the
manufacturerslsuppliers of expansion joints for a period of 10 years.
- 1 ii) Rubberized components of expansion joints of all the existing structures older
-- I than 15 years shall be replaced.
7.15 Wearing Coat
i) The wearing coat shall be cement concrete i :curved bridges and box
ONS A h D STANDARDS
girder bridges, in other cases it may be either bituminous concrete or cement

concrete. The wearing coat shall have two directional camber and shall be'in
conformity with Section 2700 of MOSRTH Specifications
ii) Wearing coat in damagedldistressed condition shall be replaced by bituminous

wearing coat.
7.16 Reinforced Earth Retaining Structures
.-
7.16.1 Reinforced earth retaining structures shall not be provided for height more than 6 m
and near water bodies. Such structures should be given special attention in design,
construction, maintenance and selection of systemlsystem design.
7.16.2 A qualified and experienced technical representative of the approved supplier1

manufacturer shall be present on site throughout during the casting and erection
phases, to ensure that the quality of the works performed by the Concessionaire is
in accordance with the specifications.
I Ly
I'
L
7.17 River lkaining and Protective Works '\.

.- -- --- R i - v e r t w i R i ~ a ~ C p m t e e t i v ~ kbeprovidehherever~eqnired;masrnXg
9-s~
the safety of bridges and their approaches on either side. The special features and
design of various types of river training and protective works shall be in accordance
with IRC:89.
7.18 Safety Barriers
(i) For bridges without foot paths, concrete crash barriers shall be provided at the
edge of the caniageway on all new bridges.
(ii) The type design for the crash barriers may be adopted as per IRC:5. The design
loading for the crash barriers shall be as per Clause 209.7 of IRC:6.
(iii) For bridges with foot paths, pedestrian railing shall be provided on the outer I i
side of footpath. I -
(iv) The railings of existing bridges shall be replaced by crash barriers, where
specified in Schedule-B of the Concession Agreement.
(v) Parapets/Railings of the existing bridges/culverts to be repaired/replaced shall

be specified in Schedule-B of the Concession Agreement.
I <
80 !
I :.>>
-;. , .
.
;
"Q ;.., ., '

-$J1-:. :, i
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I 7.19 Rail-Road Bridges -
7.19.1 ROBLRUB shall be provided on all railway level crossings, unless otherwise specified,
r4'
in Schedule-B of the Concession Agreement
1
1 7.19.2 Road Over Bridge (Road over Railway line)
(i) In case the bridge is to be provided over an existing level crossing, 2-lane
bridges shall be constructed with overall width as given in sub-para 7.l(i) of
this Section. The horizontal and vertical clearances to be provided shall be as
per requirement of the Railway authorities.
(ii) In general, the Railways require that in the railway boundary there is no solid
embankment, provision is made for future expansion of railway line, provision
of vertical clearances as per requirement of electric traction and excavation for
foundations shall be sufficiently away so as not to endanger the safety of the
running tracks.
(iii) The Concessionaire shall be required to obtain approvals of all designs and
drawings from the concerned Railway authorities. The design of structure shall
be in accordance with relevant IRC codes.
i --
A - fi* ~ k ~ ~ ~ - o f l i D B ~ i ~ l i i - t ~ X shalr
supervision of Railway officers.
a ? be a ~ f 6i e0 --~ ~ ~
T wu%dij
I
(v) Approach gradient shall not be steeper than 1 in 40.
7.19.3 Road under Bridges (Road under Railway line)
(i) Full roadway width as in the approaches shall pass below the bridge structure.
The service roads shall be continued in the bridge portion also.
(ii) The vertical and lateral clearances shall be as per guidelines given in
Section 2 of this Manual.
I I
(iii) These structures shall be designed to cany railway loads. The Concessionaire
shall be required to obtain approvals of all designs and drawings from the
concerned railway authorities. The design of structure shall be in accordance
with relevant Railway codes.
- I
(iv) The conslruction of RUB and its approaches shall be undertaken in
conformity with the terms specified in the approval granted by the Railway
authorities.
ONS AND STANDARDS
7.20 Grade Separated Road Structures

-
7.20.1 The location and type of grade separated road structures to be provided on the Project
Highway shall be as specified in Schedule-B of the Concession Agreement.
7.20.2 The vertical and lateral clearances shall be as per requirements given in Section 2
of this Manual. Design of structures shall conform to the requirements specified in
this Manual.
7.21 Drainage
An effective drainage system for the bridge deck structure shall be planned and
designed so as to ensure that water from the deck is taken down to ground level/
drainage courses by adequate size of drainage spouts and pipes.
7.22 Structures in Marine Environment
Necessary rneasures/treatments for protecting bridges in marine environment shall be

as specified in Schedule-B of the Concession Agreement.
-. - --- --.
-- . -- .- - ---
7.23 Repairs and Strengthening
(i) Repairs and Strengthening of structures to be canied out shall be specified in

Schedule-B of the Concession Agreement This shall be based on detailed
condition survey of existing structures and shall bring out the nature and extent
of repairs to be camed out, covering the following in addition to other specific
requirements:-
(a) Repairlreplacement of damaged railings and parapets, provision of crash
baniers,
(b) Replacement of wearing coat (old wearing coat shall be removed and
replaced by bituminous wearing coat),
(c) Replacement of expansion joints,
(d) Replacement of bearings,
(e) Structural repairs to substructure/super structure,
(f) Repair to flooring and protection works.
(ii) The Concessionaire shall submit repairs and strengthening plan for structures <-
in para (i) above to Independent Engineer for review and comments, if any. (I
f i r all other structures with minor deficiencies, G t affecting structural
inadequacies, appropriate repair measures may be proposed and submitted to
-
(iii) Strengthening/rehabilitation work shall be carried out in accordance with
IRC:SP:40 or by any other acceptable method according to international
practice.
(iv) The Concessionaire shall take up repair and widening of existing bridge at a
particular site only after making all arrangement for diversion of traffic so as
to ensure that a smooth flow of traffic is maintained. The Concessionaire shall
take all precautions to guard against any accident of traffic due to such diversion
and shall use all necessary road signs, etc. for the purpose. After completion
of repair and widening of the existing bridge, temporaly works carried out for
such diversions shall be made good by the Concessionaire.
7.24 Design Report
The Concessionaire shall furnish the design report including the following to the
Independent Engineer for his review and comments, if any.
(i) -. Sub surface exploration report as per IRE78 as specified in para 7.6 above.
~- ~~ . ~- -~ - ~~
(ii) Hydrological investigation report including design discharge calculation for the
bridges, in case of any change in the proposed waterway of any bridge as
specified in para 7.5 above.
(iii) Design and drawings of foundations, substructure and superstructure of
structures.
(iv) Detailed report regarding the bridges whose width is less than the roadway
width and the proposal for its improvement.
S AND STANDARDS
Roadway 12 0
- C
(
(I.
r'-J
C
(-
(-
Note:
All dimensions are in metres. C
-
Width of culvert at deck level
(Plainirolling terrain)
2-lane carriageway
Fig. 7.1
Roadway 12.0
I -I
Crash barrier , Crash barrier
Note:
Width of bridge (without footpath) at deck level

(Plain/rolling terrain up to 60 m length)
2-lane carriageway
Fig. 7.2
.:' -.
--
c
, ,b
-: " .9~ '

3 LL
k '
'.-
..
- .--
7.5
Crash barrier Crash barrier
Note:
Width of bridge at deck level

(Bridges above 60 m length)
2-lane carriageway
Fig. 7.3
- TOMwdth 12.0
83
Carriageway
IS
Footpath1 ' ~Pedab~an
Ratltng
i 1 I
Note:
Width of bridge at deck level

(Built-up area)
2-lane carriageway with footpath
Section 8
P
Materials and Specifications

for Structures
SECTION 8
-
MATERIALS AND SPECIFICATIONS FOR STRUCTURES
8.1 General
(i) All materials to be used in the structures shall be in conformity with the IRCI
MOSRTH Specifications, unless specified otherwise in this Section. If the
Concessionaire proposes to use any material, which is not covered in IRCI
MOSRTH Specifications, it shall conform to relevant Indian Standards, if there
are any, or to the requirements specified in this Manual. Proprietary products
proven by international usage in comparable bridge projects, proposed to be
used shall be supported with authenticated licensing arrangement with the
manufacturer.
(ii) The Concessionaire shall identify the proposed sources of materials and submit
the proposal to IE for rev'iew and comments, if any, prior to delivery. If it is
'found that proposed sources of supply do not produce uniform and satisfactory
products at any time during execution, the Concessionaire shall procure
acceptable materials conforming to the specifications from other sources.
- - - - - - _ _ - -- -- ~-~
~ .~-
~- - --- - - .~
(iii) The samples required for review shall be supplied well in advance, at least 48
hours or minimum time required for carrying out the relevant tests, whichever
is more. Delay in submission of samples shall not be acceptable as a reason
for delay in completion of the workslextension of time for completion.
(iv) In case of manufactured items, the Concessionaire shall submit to the

Independent Engineer for review and comments, if any, the details pertaining
to the product/ processJsystem covering inter-alia:
(a) General features of the product/process/system along with specifications

and standards adopted for the productlprocesslsystern;
(b) Authenticated copies of licenselagreement;
(c) Name of manufacturer and name of product/process/systern;
(d) Details of projects where the product/process/system has been success~lly

used;
(e) Limitations, if any;
CAnONS AND STANDARDS
(g) Instnllntion & maintenance procedure and schedule; and

(h) Performance warranty
(v) The Concessionaire shall set up a full-fledged laboratory at site, as per the
agreement for testing of all materials and finished products. He shall make
arrangements for additionaYconfirmatory testing of any material including
imported materials/products for which facilities at site laboratory are not
available.
8.2 Structural Concrete
8.2.1 The Concrete for use in structures shall conform to the provisions in Clauses 302.6
to 302.9 of IRC:21 and Section 1700 of MOSRTH Specifications. Wherever High
Performance Concrete (HPC) is proposed to be used, the same shall conform to the
provisions of IRC:SP:70. Sampling and Testing of Concrete shall be as per Clause
302.10 of IRC:21. Acceptance criteria for concrete shall conform to Clause 302.11
of IRC:21. Concrete to be produced shall conform to the requirements as specified
below.
8.2.2-A densead-well-compacted cmcrete-proViba-efictive-protecthgainstme-

of steel in reinforced/prestressed concrete members. To achieve this, the Concessionaire
shall pay special attention to the following elements, which have a bearing on the
production of a durable concrete:-
(i) Quality of materials - cement, aggregate, water and admixtures, both mineral
and chemical,
(ii) Mix design,
(iii) Mixing and placing of concrete - Concrete shall preferably be produced in a
mixing and batching plant,
(iv) Vibration and compaction,
(v) Curing,
(vi) Cover to reinforcementltendons, and
(vii) Detailing.
8.2.3 The following points are also important in production of durable concrete, which shall
be duly coiisidered and adopted:-
-
(i) Minimum chloride content in concrete as specified in IRC:21,
-
(ii) .Regular testing of water used for making c o n c r s s per l R C 9
I (iii) Compatibility testing of admixtures with type of cement,
-
(iv) Permeability test for concrete,
(v) Testing of aggregates for alkali-silica reaction.
8.2.4 The mix designs for concrete shall be got reviewed by the Independent Engineer prior
to construction.
! 8.3 Cement
\ Any type of cement specified in IRC:21 may be used for the works subject to
\ limitations, if any, specified therein..
',
, 8.4 Coarse Aggregates
(i) Before the commencement of the works, at least three samples in accordance
6 with the procedure laid down in IS: 2430 shall be taken for each quany source
to ascertain the quality, suitability and fitness of the available material for use
in the works. Fresh tests shall be conducted, in case there is any change in the
- - - - -source or k t y p e ofrockbeing quamleded proppsal, alongwith a copy_ of
test reports, shall be submitted to the Independent Engineer for review and
comments, if any.
(ii) Aggregate having more than 0.5% of sulphate as SO, with water absorption
more than 2% of its own weight shall not be used.
(iii) In case of doubt, the alkali-aggregate reactivity shall be tested in accordance

with IS: 2386 (Part 6). Coarse aggregates having positive alkali-silica reaction
(ASR) shall not be used.
(iv) The maximum value of flakiness index for coarse aggregates shall not exceed
35 percent.
. ! 8.5 SandJFine Aggregates
(I) All fine aggregates shall conform to IS:383 and tests for conformity shall be
camed out as per 1.92386 (Part I to VIII). The fineness modulus of fine
i
aggregates shall be between 2.0 and 3.5.
(ii) Before the commencement of the works, at least three samples as per IS: 2430
shall be taken for each quany source, to ascertain the quality, suitability and
1
'Jjtness of the available material for use in the works and theproposal along.
- 7
ONS AND STANDARDS
-
with a copy of test reports shall be submitted to the Independent Engineer for
review and comments, if any.
8.6
(iii) Fine aggregates having positive alkali-silica reaction shall not be used.
Water
1 ;
(i) Water for use in the works for mixing and curing shall be in conformity with
Clause 302.4 of IRC:21.
(ii) Water from each source shall be tested before the start of works and thereafter
every three months and after each monsoon, till the completion of the. works
and proposal along with a copy of test reports shall be submitted to the
8.7 Chemical Admixtures
8.7.1 Chemical Admixtures are proprietary items and shall be obtained only from reputed
manufacturers with proven track record, quality assurance and full-fledged laboratory
j ,.
_ facilities for manufacture and testing.
- _ _ . --. .-J --
8.7.2 The following guidelines shall be followed in their selection and use of the
admixtures:- 1
i
f
C
(.
,-.
(i) The chemical admixtures shall comply with IS: 9103 and meet the requirements ! L
stipulated in Clause 5.5 of IS:456. C

(ii) The admixtures generating hydrogen or nitrogen or containing nitrates,
sulphides, sulphates, or any other material liable to affect the reinforcement,
embedments or concrete shall not be used.
(iii) Compatibility of admixture with the cement being used shall be tested before
actual use in the works. The test shall be repeated in case of change of type
or grade or source of cement.
(iv) Admixtures shall not impair the durability of concrete. They shall not combine
with the ingredients to form harmful compounds or endanger the protection of
reinforcement against corrosion.
i
(v) The packing of admixtures shall clearly indicate the name of themanufacturer/ .
- d c
supplier, brand name (name of the product), date of production C
batch/ identification number.
(.
i
4
The Concessionaire shall obtain a Certificate from manufacturer/supplier and submit
to the Independent Engineer for review and comments, if any. The Certificate shall
include the following information concerning the proposed admixture;
(i) Normal dosage with permissible range as a percentage of weight of cement and
adverse effects, if any, of over and under dosage.
(ii) Chemical names of main ingredients.
(iii) Chloride content, if any, expressed as a percentage by weight of the admixture.

(iv) Values of dry material content with relative density of the admixture, which
can be used for Uniformity Tests.
(v) pH value and colour.
(vi) Whether or not the proposed admixture leads to the entrainment of air when
used as per the manufacturer's recommended dosage and if so, to what extent.
(vii) Where two or more admixtures are proposed to be used in any one mix,
confirmation as to their compatibility.
(viii) Confirmation that there is no risk of corrosion of reinforcement or other
embedments. - ~. - --.-- . ~ ~ .
(ix) Latest date of test and name of the laboratory.
(x) Shelf life, maximum and minimum temperature for storage, precautions to be
taken while mixing and any other instructions for use.
8.7.4 In addition to conforming to the requirements of IS:9103, the proposed admixture shall
\
also satisfy the following conditions;
-~
(i) "Plasticisers" and "Super-Plasticisers" shall meet the requirements indicated for
"Water reducing Admixtures".
4
(ii) The chloride content of the admixture shall not exceed 0.2 per cent by weight
of admixture when tested in accordance with IS:6925.
!
(iii) Except where resistance to freezing and thawing and to disruptive action of
- deicing salts is necessary, the air content of freshly mixed concrete in
- accordance with the pressure method given in IS:1199 shall not be more than
-
- , 2 percent higher than that of the corresponding control mix and in any case,
I not higher than 3 percent of the test mix.
I (iv) Uniformity tests on the admixtures are essential to compare quitatively the
S AND STANDARDS
at different times. The tests that shall be performed along with permissible
-
variations over the values stated by the manufacturer are given below; I ?
Dry Material Content: within 3 percent and 5 percent of liquid
and solid admixture respectively.
Ash Content: within 1 percent of the value stated by the
manufacturer.
Relative Density: within 2 percent
(for liquid admixtures)
(v) All tests relating to the concrete admix-lures shall be conducted periodically at
an independent laboratory and compared with the data furnished by the
manufacturer.
8.8 Steel
8.8.1 Steel for Prestressing
(i) The prestressing steel shall be of any of the following types:

-- - - - -- - .
-- -
-
(a) Plain hard drawn steel wire conforming to IS:1785 (Part-I) and IS:1785
(Part- 11).
(b) Cold drawn indented wire conforming to IS:6003,

(c) High tensile steel bar conforming to IS:2090, \ -
(d) Uncoated stress relieved strand conforming to IS:6006, and 1 'i

(e) Uncoated stress relieved low relaxation steel conforming to IS:14268.
(ii) Data in respect of modulus of elasticity, relaxation loss at 1000 hours, minimum
ultimate tensile strength, stress-strain curve etc. shall be obtained from the
manufacturers. Prestressing steel shall be subjected to acceptance tests prior to
actual use on works. Guidance may be taken from BS:4447. The modulus of
elasticity value, as per acceptance tests, shall conform to the design value, which
shall be within a range not more than 5 per cent between the maximum and
the minimum.
8.8.2 ReinforcementRJntensioned Steel [ P
(i) All reinforcing steel for use in works, shall be procured from q i n a l producers - I C'
or their authorized agents.
-
(
94
l
--
8
(ii) Only new steel shall be brought to the site. Every bar shall be inspected before
assembling on the work and defective, brittle or burnt bars shall be discarded.
Cracked ends of bars shall be cut before use.
(iii) All reinforcement shall be free from loose rust and coats of paints, oil, mud
or any other substances, which may destroy or reduce bond. The reinforcement
bars bent and fixed in position shall be free from loose rust or scales, coats
of paints, oil, mud or chloride contamination and other corrosion products.
Where cleaning of corroded portions is required, effective method of cleaning
such as sand blasting or other method shall be submitted to the Independent
Engineer for prior review and comments, if any.
'1 8.8.3 Steel for Bearings

Mild steel, high tensile steel, cast steel, steel forgings, and stainless steel shall conform
to the provisions contained in clause 925.1 of IRC:83 (Part 111).
@ I 8.8.4 Structural Steel
1 All structural steel, castings and forgings, fasteners (bolts, nuts, washers and rivets),
-- -. --
welding consumables, wire ropes and cables shall conform to the provisions of
Clauses 505.1.2, 505.2, 505.3, -5~.4-6dTUS16of TRCiZ4%f%cd~iy: -
- -- --
:I 8.9 Storage of Materials
All materials shall be stored at proper places so as to prevent their deterioration or

intrusion of foreign matter and to ensure the preservation of their quality and fitness
for the work. Any material which has deteriorated or has been damaged or is otherwise
considered defective after review by the Independent Engineer shall not be used in
the works and shall be removed from site by the Concessionaire at his cost. Such
materials shall not be made acceptable by any modifications.
8.10 Reports to be submitted
The Concessionaire shall submit test results of all materials and finished products
proposed to be used in the Project Highway, as specified in the QC documents, to
the Independent Engineer for review and comments, if any.
Section 9
--UC <.
Road Safety Works C-

SECTION 9
TRAFFIC CONTROL DEVICES AND

ROAD SAFETY WORKS
9.1 General
(i) Traffic control devices shall comprise of traffic signs, road markings, safety
barriers, pedestrian railings, etc. Guidelines given in IRC:35, IRC:67 and Section
800 of the MOSRTH Specifications shall be followed in adopting appropriate
road markings and traffic signs, unless otherwise specified in this Section.
(ii) The Concessionaire shall also follow the guidelines and suggestions stipulated
in the MOSRTH "Manual for Safety in Road Design", while designing,
constructing, operating and maintaining the two-lane highway.
1
I 9.2 Road Markings
i
1 All road markings shall conform to IRC:35. Road markings shall comprise of
caniageway markings such as longitudinal markings on intersections, hazardous
- -18~-scions, paFking, etc. and a b j e c t r n a r k i n g ~ s u c h ~ o bwithin
i ~ t the caniagewq,
--
adjacent to carriageway and marking on kerbs.
Material
(i) Hot applied thermoplastic paint with glass beads shall be used as carriageway
marking materials.
(ii) Road marking paint conforming to IS:164 shall be used for object rnirkings.
Raised Pavement Markers (Cut's Eyes):

The cat's eyes or road studs are used to form a semi-permanent marking and provide
improved visibility during night time and wet-weather conditions. These shall be either
reflex lens type or solid white beads. These shall be provided at hazardous locations
'
and while approaching important intersections, to supplement the paint or thermoplastic
- . line markings and road stretches passing through municipal areas o r village
- settlements and habitations.
.-
L
9.3 Road Signs

-
1 There are three types of road signs viz., mandatorylregulatory signs, cautionary1
i Section 800 of MOSRTH Specifications.

-
9.3.1 Sheering
The retro-reflective sheeting shall be used on the signs. The sheeting shall be weather-
resistant and show colourfastness. It shall be new and unused and shall show no evidence
of cracking, scaling, pitting, blistering, edge lifting or curling and shall have negligible
shrinkage or expansion. A certificate of having tested the sheeting for these properties
in an unprotected outdoor exposure facing the sun for two years and its having passed
these tests shall be obtained from a reputed laboratory by the manufacturer of the
sheeting and shall be provided for review and comments, if any, of the Independent
Engineer. The reflective sheeting shall be of High Intensity Grade with encapsulated
lens or with micro prismatic retro-reflective element material as specified by the
Government. The retro-reflective surface after cleaning with soap and water and in dry
condition shall have the minimum co-efficient of retro-reflection (determined in
accordance with ASTM Standard D 4956-04) as indicated in Tables 9.1 and 9.2.
The messages (legends, letters, numerals etc.) and borders shall either be screen-
printed or of cut-outs. Screen-printing shall be processed and finished with materials
d i n - a - m a n n e r specifidby the sheeting rnanuketwers;--
For screen-printed transparent coloured areas on white sheeting, the co-efficient of

retro-reflection shall not be less than 50% of the values of corresponding colour in
Tables 9.1 and 9.2.
Table 9.1 :Acceptable Minimum Coefficient of Retro-Reflection for High Intensity

Grade Sheeting (Encapsulated Lens 5 p e ) (Candelas Per Lux Per Square Metre)
A Minimum Coefficient of Retm-reflection (R,) ( ~ C l x ' m . ~ )

C
Value for 0.1' observation angles are supplementary requirements that shall apply only whe i-
the purchaser in rhe contract or ordel: r
100
.
- ,? r
id t
. .
. ,
i
', LI
TRAFFIC CONTROL DEVICES AND
Table 9.2 : Acceptable Minimum Coefficient of Retro-Reflection for High Antensity

Micro-Prismatic Grade Sheeting (Candelas Per Lux P e r Square Metre)
* Minimum Coeficient of Retm-reflection (R,) ( c d - l ~ ' m - ~ )

Valuefor 0.I observation angles are supplementary requirements that shall apply only when spec8ed by the purchaser
in the contract or order.
Cut out messages and borders, wherever used, shall be made out of re.tro-reflective
sIieet?ig@s per-p%aT.3.r), FxcepttKose KbIiGcK,JvhZh-XhalI 6~ riKn~efEctfv~ as
specified by the manufacturer. The cutouts shall be bonded properly with the base
sheeting in the manner specified by the manufacturer.
9.3.3 Colour Scheme
(i) Unless specified otherwise, the general colour scheme shall be in accordance
with IRC:67, the colours shall be as stipulated in IS:5 "Colour for Ready Mixed
Paints".
(ii) The colours shall be durable and uniform when seen in daylight or under normal
headlights at night.
(iii) Direction, destination and plate identification signs shall have green background
and white messages (legends, letters, numerals, etc.) and borders.
(iv) Colour scheme for facility information signs, other useful information signs and
parking signs shall conform to the provisions contained in IRC:67. In respect
of informatory signs,. the messageshrders shall either be screen-printed or
of cutouts, while for warning and regulatory signs, these shall be screen-
AnONS AND STANDARDS
(v) Clustering and proliferation of road signs shall be avoided for enhancing tlreir
effectiveness. (-
9.3.4 Adhesives
The sheeting shall either have a pressure-sensitive adhesive of the aggressive tack
requiring no heat, solvent or other preparation for adhesion to a smooth clean surface,
or a tack free adhesive activated by heat applied in a heat-vacuum applicator, in a
manner recommended by the sheeting manufacturer. The adhesive shall be protected
by an easily removable liner (removable by peeling without soaking in water or other
solvent) and shall be suitable for the type of material of the base plate used for the
sign. The adhesive shall form a durable bond to smooth corrosion and weather
resistant surface of the base plate such that it shall not be possible to remove the
sheeting from the sign base in one piece by use of sharp instrument. In case of pressure
sensitive adhesive sheeting, the sheeting shall be applied in accordance with the
manufacturer's specifications. Sheeting with adhesives requiring use of solvents or
other preparation for adhesive shall be applied strictly in accordance with the
manufacturer's instructions.
The sign posts, their foundations and sign mountings shall be so constructed as to
hold them in a proper and permanent position against the normal storm wind loads.
Normally, signs with an area upto 0.9 sqm shall be mounted on a single post, and
for greater area two or more supports shall be provided. Sign supports may be of
mild steel (MS), reinforced concrete or Galvanized Iron (GI). Post end(s) shall be
firmly fixed to the ground by means of properly designed foundation. The work of
foundation shall confonn to relevant IRCICPWDPWD Specifications.
All components of signs and supports, other than the reflective portion and GI posts
shall be thoroughly descaled, cleaned, primed and painted with two coats of epoxy
paint. Any part of MS post below ground shall be painted with three coats of red
lead paint.
The signs shall be fixed to the posts by welding in the case of steel posts and by
bolts and washers of suitable size in the case of reinforced concrete or GI posts. After
the nuts have been tightened, the tails of the bolts shall be furred over with a hammer
to prevent removal.
Important informatory signs such as approaching important locationg~keToll Plaza,

mn;n, tnr.,- ~ h - 1 1 G mn~tnted nn. vantrim in the form of o ~ e - ~ --;"
-"~
-
TRAWC CONTROL DEVICES A$
9.3.6 Warranty and Durabiliry
The Concessionaire shall obtain from the manufacturer a seven year warranty for
satisfactory field performance including stipulated retro-reflectance of the retro-
reflective sheeting of high intensity grade and submit the same to the Independent
Engineer for review and comments, if any.
9.4. Roadside Safety Barriers
There are two types of safety barriers viz., longitudinal roadside safety baniers and
1 median safety barriers.
The longitudinal roadside barriers are basically meant to shield two types of roadside
hazards i.e. embankments and roadside obstacles and also for preventing the vehicles
veering off the sharp curves. The warrants for a fill section in terms of the height
and slope needing protection with roadside barriers are shown in Fig.9.1. The barrier
is not warranted for embankment having a fill slope of 3: 1 or flatter. The warrants
for roadside objects are mainly dependent upon the type of obstacle and the probability
o f their -bemg hit.-A-b;oTier strait-be -instailed -only-if ther~esnftof vehicle striking-
the barrier is likely to be less severe than the severity of accident resulting from the
vehicle impacting the unshielded obstacle. Some of the commonly encountered
roadside obstacles are bridge piers, abutments and railing ends, roadside rock mass,
culverts, pipes and headwalls, cut slopes, retaining walls, lighting supports, trafiic
signs and signal supports, trees and utility poles.
i 9.4.2 Types of Roadside Safety Barriers
I
There are broadly three types of longitudinal roadside safety barriers:
(a) Flexible type (like wire-rope fencing)

(b) Semi Rigid type, like
(i) "W' beam type steel barriers
(ii) Thrie beam type steel barriers
These steel barriers are of strong post type and usually remain functional after
moderate collisions, thereby eliminating the need for immediate repair.
-
1 (c) Rigid type (like concrete crash barriers)
ONS AND STANDARDS
9.4.3 Roadside Steel Barriers

-
(i) Design Aspects: The "W" beam type safety barrier consists of a steel post and
3 mrn thick "W"beam rail element which is spaced away from the posts. The
spacer minimizes vehicular snagging and reduces the likelihood of a vehicle
vaulting over the banier. The steel posts and the blocking out spacer shall both
be channel section of 75 mm x 150 mm size and 5mm thick. The rail shall
be 700 mm above ground level and posts shall be spaced 2 m center to center.
Typical details are shown in Fig. 9.2.
The thrie beam safety barrier shall have posts and spacers similar to the
ones mentioned above for "W" beam type. The rail shall be placed
850 mm above the ground level. This banier has higher initial cost than
the "W" beam type but is less prone to damages due to vehicle collisions
especially for shallow angle impacts. Typical details of thrie beam barrier
are shown in Fig. 9.3.
The "W" beam, the thrie beam, the posts spacers and fasteners for steel barriers
--
shall be galvanized by hot dip process.
--- - --- - -- - -.--- -- _ _ -- --
(ii) End treatment for steel barrier: An untreated end of the roadside barrier can
be hazardous, if hit, because the barrier beam can penetrate the passenger
compartment and cause the impact vehicle to stop abruptly. End treatments
should therefore form an integral part of safety baniers. E~ldtreatment should
not spear vault or roll a vehicle for head-on or angled impacts. The two end
treatments recommended for steel baniers are "Turned down guardrail and
Anchored in back slope".
Turned down guardrails have the "W" or thrie sections, reduced from full
height to ground level, with a gentle slope over a distance of 8 to 9 m.
The tumed down rail is intended to collapse on impact, allowing the vehicle
to pass over it without becoming airborne or unstable. In order to locate
the banier terminal away from. h e travelled way und to ~llinimizedrivcr's
reaction to a hazard near the road, by gradually introducing a parallel barrier
installation or to transition a roadside barrier nearer the roadway, such as
a bridge parapet or a railing, the tumed down rail should be flared away
from the roadway. Suggested flare rates depend upon the design speed and
the type of barrier (Table 9.3).
Table 9.3 : Flare Rates -
Design speed in km per hour
The posts in the end treatment should have the same cross sections as provided
I in the main banier.
At road cross-sections in cutting or if the road transitions from cut to fill, the
safety baniers can be anchored in back slopes. The back slope covering the
- --- - -
anchored portion of the bamer should be graded flat with side slopes preferably
-- - _ _-
not steeper than 10:l. The anchored portlon sh6iiRd &vefoogatensikstrengti -- -
in the rail element to prevent the rail from pulling out of the anchorage. The
banier can also be anchored in an earth berm specially constructed for this
purpose, provided the new berm itself is not a hazard to the traffic. The earth
berm should be made impervious to erosion.
(iii) Placement: Placement recommendations determine the exact layout of the

barrier and should be made keeping in view the lateral offset of the barrier and
flare rate. The final layout shall be a site-specific combination of these factors.
The baniers should be as far away from the traffic as possible and should
preferably have uniform clearance between the traffic and the hazard.
As far as possible, the safety banier should be placed beyond 2.5 m of the
travelled way. For long and continuous stretches, this offset is not critical. The
distance between 'the banier and the hazard should not be less than the
deflection of the banier by an impact of a full sized vehicle. In case of
embankments, a minimum distance of 600 mm should be maintained between
the barrier and the start of embankment slope of a hazard to prevent the wheels
from dropping over the edge. Typical details are shown in Fig. 9.4.
ONS AND STANDARDS.
Flatter flare rates may be used, particularly where extensive grading would be
required to ensure a flat approach from the travelled way, subject to the
availability of right of way.
9.4.4 Roadride Concrete Barriers
(i) Design Aspects: Roadside concrete safety baniers are rigid baniers having a
sloped front face and a vertical back face. The recommended designs of the
cast in-situ and pre-cast barriers are shown in Figs.9.5 and 9.6 respectively.
Based on evaluation of vehicle direction, sight distance, structural stability and
the psychological effect of barrier height on driver reaction, the most desirable
height of the median barrier is 800 mm. Variations upto 50 rnm in height of
barrier can be made in the total height of the barrier to meet the site
requirements. It is, however, important to maintain the height of lower slope
between 200 mm and 350 mm so as to reduce the chances of overturning of
the vehicles.
The concrete barrier may be pre-cast in lengths up to 6 m, depending upon
the feasibility of transport and lifting arrangements. Concrete grade for the
barriers should not be leaner than M30. The minimum thickness of foundations
- -sh;dtbe-25-mm cement-cone&-orttst-fRix a s p h d t - w e d &-the base-of baniel;
to provide lateral restraint. Where more than 75 mm thick overlay on the road
pavement is anticipated, the foundation step may be increased to 125 mm.
However, longitudinal roadside concrete barrier should have elaborate footing
design which is structurally safe, unless sufficient earth support is available.
(ii) End Treatment: Safety barrier shall .be provided with an end treatment, which
shall be obtained by tapering the height of terminating end of the median barrier
within a length of 8 m to 9 m.
(iii) Placement: Placement recommendations for roadside steel baniers, given in

para 9.4.3 above, are applicable to concrete baniers as well.
9.4.5 General
(i) Raised curbs or drains shall not be provided between the travelled way and the
burriers. Tl~esedestabilize the vehicle balance and disturb its equilibrium before
it strikes the barrier, thus defeating the essential purpose of safety and
redirection of the impacting vehicle.
fiil In rural situations, both the roadside and the median barriers shall preferably -1 I
TRAFFIC CONTROL DEVICES A m "
Safety during Construction

*
Widening of an existing road requires special aitention to traffic diversion, traffic
management and road safety. A proper Traffic Management Plan during construction
shall be formulated by the Concessionaire as per guidelines given in IRC:SP:55 and
submitted to the Independent Engineer for review and comments, if any. The Traffic
Management Plan during construction shall be put in place before the start of any
construction activity.
The execution of work shall be so planned that the inconvenience to the lraffic is
minimal. The temporary diversion, where constructed, shall conform to the following
minimum standards:
(i) Width of diversion road shall be equal to the width of the existing carriageway
but not less than 5.5 m.
(ii) The crust composition shall be of 150 mm GSB + 150 mm WBM + 20 mrn
Mixed Seal Surfacing.
Design Report
-The Concessionaire shallsubmit praposals for traff~1~0ntraLBev-ices m d r o d safety

works together with drawings and details to the Independent Engineer for review and
comments, if any. The proposals shall include:
(i) Details covering type, location, material specifications, installation details and
the requisite warrantics for satisfactory field performance (as applicable) in
respect of road signs, road markings and roadside safety baniers;
(ii) Traffic Management Plan during construction in accordance with the requirement
specified in para 9.5 ahove.
7
--
ONS AND STANDARDS
Travelled / Shoulder
Fill section height (m)
Fig. 9.1 : Warrants for roadside barriers on embankments \
i
I
A
TRAFFIC CONTROL D E V I C E S ~
Note:
All dimensions are in mm.
NS AND STANDARDS
Note:
.-
Fig. 9.3 : Typical details of thrie beam section
.'
;Y
;..
t.s
. i' I
. < .
.%. '
\ TRAFFIC CONTROL DEVICES AND:;
.
-.
~
4'
,
-.
, 600 mm minimum
desirable
h
-
- --- -
~ ~
~
- ~. ~~
-. - - ~ - -
~ -
: i TRAFFIC CONTROL DEVICES AND ROh
Section 10
- - __
Toll Plazas
:I SECTION 10
TOLL PLAZAS .
" I
I 10.1 General
The Concessionaire shall provide required number of Toll Plazas for collection of toll
as per the Concession Agreement. The fee collection system shall be speedy, efficient
and user friendly. The design of the Toll Plazas should be such that they are
aesthetically pleasing and efficient and the fee collection staff should be quick,
courteous -and adequately trained before deployment.
10.2 Location of Toll Plaza
The location of Toll Plaza shall be indicated in. Schedule-C of the Concession
Agreement. Their locations shall be decided keeping in view the following factors:
(i) Land availability,
(ii) Stream of traffic on Toll Plaza,
.... - ... . ~ .~ ... ..-~
-'(iii) Visibility for 'thF~ G p r G h i n g-6aff7c;-
(iv) Reasonably away from road intersections andlor rail crossings,
(v) Free from risk of flooding and submergence, etc.
10.3 Land for Toll Plaza
Adequate land for Toll Plaza shall be acquired to permit the provision of a minimum
number of 8 toll lanes including all other buildings and structures to be accommodated
at the Toll Plaza location. Land shall be acquired by the Govemment at its own cost.
However, the Government may, if so specified, require the Concessionaire to procure
the same on behalf of Ihe Govemment.
I 10.4 Lay out and design of Toll Plaza
10.4.1 Stage construction of Toll Plaza in respect of number of toll lanes shall be allowed.
However, other structures as envisaged in the Concession Agreement shall be provided
I
at the initial stage itself.
10.4.2 General Lay Our

ONS AND STANDARDS
c,
(ii) Median (a) W~dth= 1.8 m (b) Length = 50 m - C
(iii) Transition - 1 in 10 may be provided from two-lane section to the widened
width at Toll Plaza on either side.
(iv) Provision for future expansion: The office building shall be located taking into
consideration the future expansion.
Typical layout plan of 2+2 Toll Plaza is given in Fig. 10.1.

I y.
10.4.3 Number of Lones at Toll Plaza
The number of lanes at the Toll Plaza in initial stage should be corresponding to the
I
forecast traffic for at least 5 years.
Forecast mc - Forecast traffic in terms of vehicldday for the vehicles

classified under tollable category. Non-tollable vehicles
need not be considered for calculation of number of toll
n
lanes, as they would be allowed to pass through a separate
lane.
Peak hour factor - Percentage of traffic travelling during peak hour to average , I
~~
-~ . .~ ~- ~
~ .. - ~-~
; - - +~
:.
daily traffic.
I
I
I
The number of toll lanes for the Toll Plaza may be derived using Table 10.1.
I (.-
Table 10.1 : Number of toll lanes in each direction

(Semi Automatic toll gates)
Forecast Ti-affic Peak Hour Factor

(in vehicledday) total
of both directions 6% 7% 8% 9%
Less than 7,000 2 2 2 2
7,000-12,000 2 2 3 3
More than 12,000 3 3 4 4
10.4.4 If at any time, the queue of vehicles becomes so large that the waiting time of the
user exceeds three minutes, the number of toll lanes shall be increased so that the
maximum waiting time is brought down to less than three minutes.
-Y 1 10.4.5 Toll Collection System
A minimum semi-automatic system for toll collection shall be adopted. In this system,
the collection of tolls and recording data would be made through electronic equipment.
W~thina period of 5 years from COD, at least one booth for either side traffic shall
be upgraded to toll collection with the help of smart card.
For smooth and efficient functioning of toll collection, the following arrangements1
facilities shall be provided:
(i) The staff posted at the counters shall be provided with sufficient equipment and
small denomination notedcoins at the start of each shift.
(ii) Intercom facility shall be provided between booths and the office of the
Supervisors.
I If any booth is closed for any reason, incoming traffic shall be guided into the
I (iii)
i adjoining working booth with the help of appropriate signs.
The entire fee collection complex shall be adequately guarded.
1 (iv)
10.4.6 Vehicle Counting Classifier (VCS) Unit

-- . , . . - . . . . ..---.A- ~- - -- - -- -.-
- i Each lane shall be equipped with micro-controller based vehicle counting and
I classifier and battery backup to collect data in the case of power failure.
!
10.5 Toll Booths

1
Toll booths may be provided of prefabricated materials or of brick masonry. The toll
booths shall have adequate space for seating of toll collector, computer, printer, cash
box, etc. It should have provision for light, fan and air conditioning. The typical details
of toll booth are given in Fig. 10.2.
10.6 Road works
Vehicles are required to decelerate while entering the toll lane, stop for payment and -
then accelerate and inerge in the main line traffic of the highway. All these operations
of vehicles at Toll Plaza are prone to oiYPOL spillage on the surface, which may have
cut-back action on bituminous surface. Therefore, concrete pavement would be
preferred in the Toll Plaza area including tapering zone, from durability and long term
-
serviceability consideration. The rigid pavement shall be designed as per IRC:58. For
this work, use of paver shall not be insisted.
ONS AND STANDARDS
10.7 'hfklc Signs

!
10.7.1 A well thought out strategy should be evolved for providing traffic signs at the Toll -
Plaza, in accordance with IRC:67. CI
f
10.7.2 Signs should be placed along the Project Highway, roadway of Toll Plaza to guide
and render assistance to the drivers approaching Toll Plaza. It is necessary to remind
the driver about the existence of Toll Plaza one km ahead with a repeater sign
500 nl ahead. Stop sign shall always be used in combination with certain road
markings such as stop line and the word 'STOP' marked on the pavement.
10.7.3 The Toll Plaza sign should be supplemented by the sign advising the users of the
notified toll rates for various types of vehicles. Typical details of road signs required
for toll purpose are given in Figs. 10.3 to 10.8.
-.
10.8 Road Markings i I
10.8.1 The road markings shall be in accordance with Section 9 of this Manual. The road
markings for the Toll Plaza area shall consist of lane markings, diagonals, chevron
markings. Single centre line is provided at the centre of carriageway at toll gate to
demarcate each service lane. Diagonal markings for central traffic island and
-
chevron -
-
- -
ma~kings at- side traffic isian-d3fiaI beiF@ZviZd to guide the approaching and
separating traffic.
10.8.2 The road markings shall be in accordance with provision of IRC:35. Thermoplastic
paint with reflective glass beads shall be used as road marking material. Typical details
of road markings at Toll Plaza are given in Fig 10.9.
10.9 Toll Plaza Complex

f-
10.9.1 The s i x of the office complex depends on the minimum requirement of facilities such
as toilet, bathroom, store, rest room, traffic aid post, medical aid post, etc. All these
depend on the size of Toll Plaza and may vary as per the need of a particular location/
area.
10.9.2 The following facilities shall be provided at Toll Plaza complex:-
(i) Office complex with toilet, bathroom and rest room.

(ii) Traffic aid post (refer Section-13)
(iii) Medical aid post (refer Section-13)

' 1
7
1 10.10 ChecWBarrier Gate
!
A boom banieiis generally placed at the exit of each lane to avoid passing of any
vehicle without payment of toll. Electrically 'operated barrier gates shall be used.
.r
10.11 Lighting
10.1 1.1 The Toll Plaza complex shall have continuous and reliable electric supply system
for efficient functioning.
10.11.2 Interior Lighring
The toll booths and facility building office shall be illuminated adequately. Indoor
lighting should be with fluorescent lamps. Lighting should be provided in such a
manner that glare is avoided or minimised. The level of illumination shall be 200
to 300 Lux as per 13:3646 (Part LI).
10.1 1.3 Exterior Lighting
Lighting of the Toll Plaza is important for enhancing the night visibility. The lighting
system shall consist of the following major components:
- - ( i ) -HighMast-lighting, - - -- - - - - - -
(ii) Lighting on both side approaches to the Toll Plaza.

(iii) Canopy lighting of complex.
(iv) Back up arrangement in case of power failure.
(v) Highway lighllng around Toll Plaza.
10.11.4 High Mast Lighting
IS:1944 (Part I & 11) recommends 30 Lux of average illumination on road surface
and ratio of minimum to average illumination as 0.4. Normal low light poles are
not able to give the required lighting conditions. It is, therefore, necessary to install
high mast. The 30 m height of the mast is considered suitable to have uniform spread
of desired level of illumination in the Toll Plaza area for frequent and safe movement
of vehicles. . .
10.11.5 Highway Lighting
Lighting in 100 m length on both side approaches of Toll Plaza shall be provided
to enhance the safety on highway and to make the drivers conscious of their
approaching the toll gate.
QNS AND STANDARDS
10.11.6 Canopy Lighting
A higher level of illumination upto 100 Lux by providing 150-watt metal halide
lamps shall be provided at the toll gate and at toll booth locations. 1000-watt halogen
lamps shall be provided at the selected nodes of space frame of the canopy to ensure
uniform illumination of the area.
10.12 Water Supply
Adequate water supply shall be provided. For working out water requirement and
internal drainage system, reference may be made to IS: 1172, IS5339 and IS: 1742.
10.13 Fire Fighting System
For protection of the Toll Plaza complex against fire hazards, adequate fire protection
arrangements shall be made.
10.14 Report to be submitted
-
II i- 4 -
-. The design - -- of Toll Plaza complex. inclllding-all f a c i f i k &dC &--
. - and .layout -~
I
~ ~ ~~
submitted to the Independent Engineer for review and comments, if any.

i.-
i
I
- - - - - - -
Extra wide vehicle & Extra wide vehicle &

exempted vehicle lane exempted vehicle lane
Extra width for future widening

dependln upon the width of acquired
land and [eight of embankment
I 1

L
Fig. 10.1 : General laiout 2+2-lane toll plaza
I
!
!
i
8 .
400 rnm
250 mm
IS0 m m w
150 m m
Elevdtion of safety block
Traffic flow direction
Traffic flow direction
!
I
i Note:
i
-.,-
As required 1
I
Toll related sigis on highway
@ Canlilever gantry sign for Toll Road stan

@ Cantilever gantry sign for Toll Gate 1.0 km
f
Kerb sign for Toll Gate 500 m and toll rates
Kerb sign for exempt vehicles
Kerb sign for pictorial depiction of toll rates
Kerb sign for exempt and over size vehicles lane
direction sign
@ Sign near the tollbooths displaying toll rates, exempt
veh~clesand complaint telephone number & address
@ Cantilever gantry sign for toll road ends
Note:
1. Generally road signs shall be in
accordance with IRC 67-2001.
2. All dimensions 'are in metres.
Fig. 104 : Signages

Note:
Fig. 10.4 : Overhead hirection sign for toll road

Note: L
Fig. 10.5 : overdead sign for toll gate
Toll Gate
**
500 m
3
N
,cj Slow Down

?
Note:
Fig. 10.6 : Side mounted sigp for toll gate (upper panel)
I
Toll rate sign Edge of camageway 11ne(150)
Bar markmr I
rCentre lane marking (100)
I Note:
1 . Generally pavement marklng shall be
in accordance with IRC 35-1997.
2. All dimensions are in mm unless
otherw~se specified.
Fig. 10.9 : ~avemc

!nt markings
Section 11
Roadside Furniture
SECTION 11
ROADSIDE FURNITURE
11.1 General
Roadside furniture shall be provided as per details given it1 this Section.
11.2 Road Boundary Stones (RBS) 1' I

' I
Road boundary stones shall be provided at the boundary on both sides of the right 1
of way available under the control of the Government. These shall be spaced at 200 m. ' ,
The boundary stones shall be of cement concrete as per 'Qpe Design given in IRC:25.
I
[
The boundary stones shall be painted with cement primer and enamel paint and
marked 'RBS' by paint.
A
11.3 Kilometre and 200 m Stones-
I (i) The Km and 200 m stones shall be provided on one side oftthe Project Highway.
(
.' 1
,
-- --
The side of the road on which such stones will be provided, shall be decided
by the Government.
. ..
-+ (..,
1
(ii) The design. and specifications of Kilometre stone shall conform to IRC:8. The (.>
matter to be written on various Kilometre stones and the pattern thereof, shall (.-, :
be as specified in IRC:8. (.,
(iii) 200 m stones shall be provided at every 200 m distance. The design and C,
specification of 200 m stone shall conform to IRC:26. The matter to be written
on various 200 m stones shall be as specified in IRC:26.
i
! A 11.4 Roadside Railings / Pedestrian Guard Rails
i 11.4.1 Pedestrian Guard Rails
(i) Pedestrian guardrails are an important design element to prevent indiscriminate (
crossing and spilling over of pedestrians on to the carriageway. Their judicious L

use can help to ensure that pedestrians cross the highway at predetermined and 1.)
3
safe locations.
\,
h AS the guardrails would confine the movement of pedestrians to the footpath, t.-.
I it is obligatory that sufficient width of footpath be made available for the use I
of pedestrians.
AnONS AND STANDARDS ST
(ii) Design: The design shall be such that the guardrails are neat and simple in
appearance. The height of guardrail shall be 1.2 m from footpath level. The
visibility of the approaching vehicles by the pedestrians as well as the visibility
of the pedestrians by the drivers of the approaching vehicles shall be adequate.
The railings shall not have any thick horizontill member, othcr than the baluster
to achieve the desired objective.
Pedestrian guardrails may be of reinforced cement concrete, iron tubes, steel
channeled sections and pipes, or steel sections appropriate for the environment.
Refer to IRC:103.
(iii) Application: Pedestrian guardrails shall be provided at the following locations/

situations:
(a) Hazardous locations on stra~ghtstretches: In particularly busy reaches,
where the road is congested and vehicles move at a fast pace, guardrails
shall be provided on both sides of the caniageway so as to channelize
the pedestrians on to the planned crossing locations.
(b) At JunctionslIntersections: Railing barriers shall be provided to prevent
~_eode_fmmmossingthej~~ionsdiag~~~~_at_signa~i~tersec:tirns~~ -
The barrier shall open only at planned crossing facility (at the Zebra
Crossing). At unsignalized junctions they shall be provided for sufficient
length to guide the pedestrians to the nearest planned pedestrian crossing.
(c) Schools: Provision of guardrails near schools, where children would
otherwise run straight into the road, is essential. If there is a pedestrian
crossing or a school crossing patrol nearby, the guardrails shall be
extended up to it.
(d) Bus stops, Railway stations, etc.: Guardrails shall be provided along
sidewalks with suitable access at bus stops, railway stations and other
areas of heavy pedestrian activity such as cinema houses, stadia, etc. for
guiding pedestrians safely in such areas.
(e) Overpass, Subway, etc.: Guardrails shall be provided at these locations
in order to compel the pedestrians to use the facilities provided for them.
(0 Central reserves: Where there is a central reserve or a median, guardrails
shall be erected within it to deter the pedestrians from attempting a
crossing.
GapsISetback Distance: The guardrails shall be set back from edge of the '
11.5 Overhead 'Ikaffic Signs
I
a
11.5.1 Overhead road signs shall be provided in lieu of, or as an adjunct to ground signs
where the situation so warrants, for providing warning of hazardous situations, help
C:
(,
in regulating traffic, for proper information and guidance of the road users. The
II following conditions may be considered while deciding about the provision of <-
overhead signs: f 2 1
I (i)
(ii)
Traffic volume at or near capacity,
Restricted sight distance,
(iii) Built up stretches,
II
j<
(iv) Insufficient space for ground mounted signs, i.,

-,
(v) Distances of important places and route highways at suitable intervals.
I !,
11.5.2 The overhead signs shall be reflectorized type, with high intensity retro-reflective (-
sheeting preferably of encapsulated lens type. !.,
I
11.5.3 Design, location, application, height, vertical and lateral clearances of overhead road C
- ----
signs shall be as specified in Section 800 of MOSRTH Specifications.
-__-
C
- -
-
11.5.4 Materials for overhead signs support structure and installation shall be in accordance
A --
t
with Section 802 of MOSRTH Specifications. C
'& 6-
11.5.5 Location and size of overhead traffic signs shall be specified in Schedule-B of the
Concession Agreement.
C
6
11.6 Traffic Impact Attenuators C
I 11.6.1 These are protective systems which prevent errant vehicles from impacting fixed
c.
objects like the following:
C
f-
(i) Bridge abutments.
(ii) Structural columns of large direction signs.
I (iii) Illumination lamp posts. c

C
11.6.2 In case of two-lane highway, they may be provided where Guard Rail is not
appropriate. Necessary safety devices like an assembly of old tyres or steel drums a.
filled with sand can be adopted at suitable location. 6
(
QNS AND STANDARDS
11.7 Road Delineators

I
11.7.1 They provide visual assistance to drivers about the road ahead especially at night.
These include pavement markings and post type delineators. 1 .-
1
11.7.2 Delineators will include:
(i) Roadway Indicators - They shall be provided to delineate the edges of the
I
roadway so as to guide drivers about tlie alig~untert~
and particularly, where it
might be confusing to drivers.
(ii) Hazard Markers - They shall be used to define obstructions like guardrails and
abutments adjacent to the caniageway and bridges which are nanower than the
roadway width.
(iii) Object Markers - They shall be provided to indicate hazards and obstructions
within the vehicle flow path like channelizing islands close to the intersections.
11.7.3 Delineator by pavement markings shall be provided as per IRC:35. Guidepost side
delineators shall be provided as per IRC:79 and Section 800 of MOSRTH
Specifications.
I Section 12 C !,
i (I, I
T
1 -lI t;
I i
i d
Tree Plantation c
SECTION 12
LANDSCAPING AND TREE PLANTATION

" !
Z I
12.1 General
The Concessionaire s h l l plant trees and shrubs of required number and type at the
. appropriate locations within the Right of Way and in the land earmarked by the
I Government for afforestation. The Government shall specify the number of trees
which are required to be planted by the Concessionaire as compensatory afforestation.
- I
The Concessionaire shall also maintain the trees and shrubs in good condition during
the Operation Period as per the maintenance schedule. The guidelines given in this
.- , Section shall be followed in plantation of trees and shrubs.
. I
12.2 Design Considerations in various locations
- 1
12.2.1 Set-back Distance of Trees and Other Plantation
. A !
- ,
I Trees on the roadside shall be sufficiently away from the roadway so that they are
not a hazard to road traffic or restrict the visibility. Most vulnerable locations in this
-- - - ---
- r e g a r d ~ W f p 1 s i d r o f ~ c t i o r r e m e ~ ~ - 8 nslopes;
t t e uT~~sttalCbeplacecC--
at a minimum distance of 10-12 m from the centre line of the extreme traffic lane.
.
/
- to provide recovery area for the vehicle that runs off the road. A second row of trees
/
6 rn further away will also be desirable and planted, wherever possible. Preferably,
! the first row of trees shall consist of species with thick shade and other rows of vertical
- i growth type providing thin shade. Expansion of the Project Highway to 4-lanes shall
- 1 be taken into consideration while locating the trees so that land is free of trees when
. 1 widening takes place. The distances for alternative rows of trees shall be reckoned
I / from the nearest edge of the pavement. No plantation shall be allowed on the
embankment slopes.
12.2.2 Set-back of Trees on Curves
In plain terrain, a stopping sight distance of 180 m corresponding to the design speed
of 100 km per hour shall be ensured on all curved sections of state highways along
the innermost lane. However, where there are site restrictions, their requirement may
be reduced to 120 m corresponding to the design speed of 80 km per hour as a special
case. The existing trees and vegetation on the sides have to be suitably thinned
trimmed or even removed, if necessary, and a regular programme of pruning of the
offending ttees sl~allbe undertaken as part of the maintenance operations.
NS AND STANDARDS
In the urban section of the Project Highway, trees can be planted on the raised
C
I
footpaths, provided the distance between the edge of kerb and the nearest edge of I ,'
tree is not less than 2 rn. (.' <
In all cases, location of trees shall be checked to ensure that to the motorists, clear 1 c2
visibility of all highway signslsignals is available at all times. Also, the foliage or C
trees shall not come in the way of roadway lighting.
i c
I
12.2.3 Vertical Clearance of Trees and Other Plantations
For safe traffic operation, the vertical clearance available across the roadway shall
j1 .-,
I I
be minimum 5 m. From this angle, the probable size of all plants shall be anticipated
in advance, at the time of initial planting.
To allow for the effects of growth, wind and rain, trees shall be trimmed to 6 m and
!
I
r
,-
.,
6.5 m above the pavement in rural and urban areas respectively.

I c,
i k
12.2.4 Spacing of Avenue Trees I C
The spacing of avenue trees will depend on the type and growth characteristics of
trees, requirement of maintenance, ~ n e t r a t i o na f distantyieurs, e t d - -@-of-
- -
I
--
\
- is
for most varieties. C
12.2.5 Choice of Trees
I
I
c,
The following guidelines shall be kept in view while selecting the species of trees
to be planted:
(i) Trees shall be selected with due regard to soil, rainfall, temperature and water
level.
(ii) Trees which become very wide shall be avoided as their maintenance would
cause interference with traffic flow.
1 6
(iii) The species must be capable of developing a straight and clean bole upto a G
height of 2.5 to 3.5 m from the ground level.
(iv) The selected trees shall, preferably, be fast growing and wind-firm. These shall
not be thorny or drop too many leaves.
(v) The trees shall be deep rooted as shallow roots injure pavements.
LANDSCAPING
I
i
, I
(vi) In urban areas, the species selected shall be of less spreading type, s o that these
I
do not interfere with overhead services, clear view of signs and efficiency of
I
roadway lighting
.I
12.3 Maintenance of Plants
R
The Concessionaire shall submit scheme for plantation and maintenance of plants and
trees to the Independent Engineer for review and comments, if any.
SECTION 13
PROJECT FACILITIES
13.1 General
Thc icquiiement of the prcject facl!itics to be provided shall he indicated in Schedule-
C of the Concession Agreement. 'I'his shall include information regarding location and
size of the facilities. Land required for provision of facilities shall be acquired by
the Govemmcnt and the date of handing over of the land to the Concessionaire shall
be indicated in the Concession Agrcen~cnt.
13.2 Pedestrian Facilities
13.2.1 Gerzeral
Pedestrians are vulnerable to being involvcd in accidents. Therefore, adequate

consideration shall be given to their safety through provision of facilities. The facilities
for pedestrians given in this Section shall be provided on the Project Ifighway.
I 1 3.2.2 I7uotpath (Sidewalk)
5.
(i) The sidewalks shall be provided in the built-up sections, on both sides, by
barrier type (non-mountable) kerbs of height 200 mm abovc the adjacent road
surface.
(ii) The width of sidewalks depends upon the expected pedestrian flow and shall
be fixed subject to land availability, but shall not be less than 1.5 In.
i 13.2.3 Pedestrian Guard Rails

j
Pedestrian guardrails shall be as specified in Section 11 of this Manual
13.2.4 Pedestrian Crossing
Where complete segregation of pedestrians from vehicular traffic is not provided,

some form of planned road sharing principle shall be applied. Pedestrian crossings
shall be provided where they will be well used. Pedestrian crossings shall be suitably
integrated with the overall design of the intersection.
The following criteria shall be followed regarding selection of pedestrian crossing:
(i) At-Grade Pedestrian Crossing (Pedestrian Crosswalk): Pedestrian crosswalks

shall be provided at all important intersections and such other locations where
ONS AND STANDARDS
substantial conflict exists between vehicular and pedestrian movements.

Wherever possible, the crosswalks shall be at right angles to the carriageway
and properly marked so that the pedestrians are subjected to minimum
inconvenience. Crosswalks shall not substantially increase the walk distance of
pedestrians. Adequate visibility, freedom from obstructions and sufficient space
for waiting are the other important requirements for iocation of crosswalks.
At-grade pedestrian crossings can be uncontrolled or controlled. Uncontrolled

pedestrian crossings shall be provided only where the intersection itself is left
uncontrolled because of low volumes of both vehicular and pedestrian traffic
even during peak hours and where accident records do not indicate any need
to segregate vehicular traffic from cross pedestrian traffic. Uncontrolled
pedestrian crosswalk shall be marked by studs or paint line.
Controlled form of crossing shall be achieved through provision of Zebra

Crossings, whether at an unsignalized or signalized intersection.
' a
(ii) Zebra Crossing: A Zebra Crossing shall not be sited within 150 m of another
such crossing. The Zebra Crossing shall be so~newhat set back from the <
carriageway line. However, the set back distance shall not be so much as to 1I
cause an appreciable increase in walking distance for the pedestrians. Pedestrian 1 '.-
guardrails may be necessary where the setback distance is appreciable or at the f
skew crossings i.
The width of the Zebra Crossing shall be adequate and shall generally lie within
a range of 2.0 m to 4.0 m. The crossing shall, as far as possible, proceed
unintempted through the median'strip. In the event of the median strip being
used as pedestrian refuge, adequate width of median shall be provided. In case
of raised medians, such portion could be suitably depressed with kerb height
not exceeding 150 mm.
In the vicinity of Zebra crossing, guardrails of sufficient length shall be

provided to deter pedestrians from crossing the road at any arbitrary point along
the road. Fig. 13.1 gives a typical layout of Zebra Crossing at an intersection
controlled by channelization only.
13.3 Street Lighting
13.3.1 General
(i) The Concessionaire shall provide lighting at specified locations of the Project
Highway, using appropriate system and source of electric power as per the
requirements of this Section. .-.
.(ii) The Concessionaire shall make suitable arrangements for procuring Power
Supply to ensure unintempted lighting during night and when visibility is low,
including provision of DG sets as standby arrangements.
(iii) The Concessionaire shall bear all costs of procure~nent,installation, running and
operation cost of all lighting, including cost of energy consumption specified
in this Section.
(i) Unless stated otherwise elsewhere in this Manual, the minimum average level
of illumination on the slretches of Project Highway including Toll Plazas, truck
lay-byes, bus bays, etc shall be 30 Lux.
(ii) The layout of the lighting system together with type of luminaries for different
locations shall be prepared by the Concessionaire in such a manner that the
minimum illumination level prescribed in para 13.3.2(i) can be achieved and
shall be submitted to'the Independent Engineer for review cornments, if
any.
( i ~ i ) Overhead electiical power and telecommunication lines erected within the ROW
by rhc Concessionaire shall be provided with adequate clearance so that safe
use of the highway is not affected.
(iv) Vertical and horizontal clearances for electrical installations shall conform to
1RC:32.
(v) All the fixtures, wires/cables, lights shall confonn to relevant BIS specifications
as a minimum. The Concessionaire, may, with the prior review and comments,
if any, of the Independent Engineer use fixtures with better specifications.
13.3.3 Locations ,vher-r Ligl~tingis to be Provided
Unless specified otherwise in Schedule-C of the Concession Agreement and elsewhere

in this Manual, the Concessionaire shall provide lighting at the following locations
of the Project Highway:
(i) Toll Plaza Area: The lighting in and around Toll Plaza, toll booths, office
building, on the approach road, etc. shall be as per Section 10 of this Manual.
(ii) Truck lay byes: Lighting at the truck lay byes shall be as per para 13.4 of this
Manual.
$&,&$ ,Q$'$&CIFICATIONS
c, AND STANDARDS
13.4 Truck Lay-byes
The Concessionaire shall construct and maintain adequate number and size of truck
lay-byes for parking of trucks by the side of the Project Highway a s indicated by
the Government. The guide!ines, as giver, here, shal! be fdlowed In :egzrd :o locatio::,
size and facilities to be provided at the truck lay-byes.
13.4.2 Locu[iorz and Size
'Truck lay-byes shall, in general, be located near check barriers, interstate borders,
places of conve~itionalstops of the truck operators, etc. The places be identified on
1
the basis of field survey and shall have adequate space for facilities a s specified In
subsequent para 13.4.3 and future growth. C
13.4 3 Facrlitres (
(-
The truck lay-byes shall have the following facilities:

(i) Paved parking,
. .
(ii) Rest x e a s wi!h !ci!ers, d n n k ~ n gwater,
(iii) Telephone.
The truck lay-byes and 5 0 In length of the Project Highway on its either side shall
be illuminated at night to provide an avcrage illumination of 30 Lux. S u i t a u y designed
electric poles having aesthetic appeal and energy saving bulbs may be used to provide
required illumination. Alternatively, photo voltaic lamps may be used.
13.5 Bus Bays and Uus Shelters i~ -

! '.
13.5.1 General
i
The buses shall be allowed to stop for dropping and picking up passengers only at t
the bus bays. The Government shall indicate in Schedule-C of the Concession
i
Agreement, the number and broad location of bus bays to be provided by the
i <:
Concessionaire. The bus bays shall conform to the specifications and standards given
i
i n this Section. In cases where bus stands are provided by the concerned State t (.
i
Government Transport Authorities, the Concessionaire shall provide only access road i i
within the right of way.
13.5.2 Location
\ I The location of the bus bays shall be fixed on the basis of following principles:
(i) The bus stops shall be sited away froin bridges and other important structures
and embankment sections nlore than 3 m high.
(ii) As far as possible, bus bays shall not be located on horizontal curves or at the
sumnlit of vertical curves.
(iii) The location shall have good visibility, not less than the safe stopping sight
distance.
(iv) The bus bays shall not be located too closc to the road intersections. A gap
of 300 nl from the tangent point of intersections to startlend of the bus bay
shall be desirable. At minor intersections (e.g. junctions with village roads),
distance of 60 rn may be adopted. However, if a substantial volume of buses
is to turn right at the intersection, it is necessary that the bus bay shall be located
sufficiently ahead of the intersection so that the buses can be manoeuvred easily
from the pick-up stop on the left hand side to the cxtrcme right lane for turning.
The location of the bus bays inay be fixed after duc consultation with the local
communities expected to use such fac~lities.
(v) At major four-way intersections involving transfer of a substantial number of

passengers from one pick-up stop to the other, it might be desirable to construct
a single, composite bus stop of suitable design to cater to all the bus routes
collectively.
(vi) In hilly. areas, the bus bays shall be located, preferably, where the road is straight
on both sides, gradients are tlat and the visibility is reasonably good (usually
not less than 50 m). Subject to these requirements, i t will be advisable to choose
locations where it is possible to widen the roadway economically for
accommodating bus bays.
i 13.5.3 Layour and Design

I
1 (i) For plain area, typical layouts of bus bays given in Fig. 13.2 shall be adopted.
The length "L" shown in Fig. 13.2 shall be 15 m, which shall be increased in
multiples of 15 rn if more than one bus is likely to halt at the bus bay at one
time.
(ii) For hilly areas, where there is a general constraint on space, the layout indicated
in Fig. 13.3 may be adopted.
C
Bus bays shall be provided on both sides of the Project Highway for each
(iii)
direction of travel independently, so that the buses d o not have to cut across
r
the road. Bus bays on opposite sides shall b e staggered t o a certain extent to
avoid undue congestion on the highway. At intersections, the bus bays for u p
/
(-
-
and clown direction shall be located on farther sides of the intersection. (-
(iv) The bus bay shall be provided with a shelter for passengers. The shelter shall
be st~vcturallysafe and aesthetic in appearance, while also being functional s o
as to protect the waiting passengers adequately from sun, wind and rain. If the
shelter is constructed on the hillside, slopes shall be properly dressed and
suitably protected to avoid slips. The shelter shall be set back from the kerb
line by at least 500 mni.
13.5.4 Pavement
The pavement in the bus bays shall have adequate crust with respect to the wheel
I' ('
i.
loads expected. Also, the surfacing shall be strong e m u g h to withstand forces due '-
,.-
to frequent braking and acceleration by the buses. The colour and texture of the bus
bay surfacing shall be preferably distinctive from that of the rnain carriageway.
'.
1
i 1.5.5 Drainage
(i) Thc bus bays shall have proper cross slope to d ~ a i noff the excess water. No
water, whrch is 11kely to splash on the waiting passengers, shall be allowed to
collect near the bus shelters.
iI
(ii) Suitable kerb gutter section with requisite longitudinal slope and outlets at (.
Intervals to ensure quick disposal of water shall be provided.
13.5.6 Road Markings I-
Pavement markings with thermoplastic paint having glass beads shall be provided at
the bus stops as shown in Figs. 13.2 and 13.3 with the word 'BUS' written prominently
on the pavernent. Pedestrian crossings shall be rnarked slightly behind the standing
position of the buses in order to reduce pedestrian conflicts. The kerbs shall be marked
with continuous yellow line to indicate "No Parking"
13.6 Cattle Crossings

13.7 Traffic Aid Posts
.-
Traffic Aid Posts shall be established at Toll Plaza locations in accordance with the
provisions of the Concession Agreement.
Medical Aid Posts shall be established at Toll Plaza locations in accordance with the
provisions of the Concession Agreement.
%*T. - .'
!rlJcbTIONS AND STANDARDS
I I
Pedeslr~an
croswg clgn
500 rnm w ~ d ebldck 2nd
-----
- -
I
BPI
-2
Pedestrlm
crosslng slgn
Pedeslnan
crosslng slgn
Ra~l~ng
Fig. 13.1 : Arrangement of zebra crossing

(4-lane) in built up area
2
8: :
e. ,"
p 5.
2.g
Flush paved shoulder
Shoulder 1
L 60 ,151 L* 130 f--------8a_- c ;'
M
C
:. y ,-
+! ::
b
,
L*=ls m if only one bus is expected to stop at a tlnic. 11may be
increased by 15 m for every additional bus expected to stop. 2 g
Note:
Fig. 1 . 2 : Layout of staggered pick-up bus stop

4 ground
,
Hill side
ope to suit the
aterial met at site
Section through road on A-B

L line
I00 mm wide barrier
painted yellow
Plan
Note:
Fig. 13.3 : Layout of pick-up bus stop in hilly area

I Section 14
Hill Roads
SECTION 14
SPECIAL REQUIREMENTS FOR HILL ROADS /
i 14.1 General
14.1.1 The Concessionaire shall pay due attention to geo-technical, environmental and social c,
aspects of hill roads and take appropriate measures to ensure the following: (The ,-
-
guidelines given in 1RC:SP: 48 may be referred to, for details).
I (i)
(ii)
Stability against geological disturbances.
Prevention of soil erosion.
-
-
i<
(iii) Provision of eficient drainage and preservation of natural drainage system.

I
1 14.1.2 If there are any landslide prone areas along the road alignment, adequate investigation - j
shall be undertaken and appropriate remedial measures shall be provided as per
L guidelines given in 1RC:SP: 48.
14.1.3 Where any new construction/realignment is involved, the alignment shall avoid large
scale cuttings and fillings and follow the profile of land, as far as .possible.
I
-
- - -- ~- ~ - -~ - - - - -- ~
!
Areas having potential landslide or settlement problems shall be avoided. Adverse
impact on the environment shall be reduced by adopting proper mitigation measures. ., :
Refer to guidelines given in 1RC:SP: 48. C.

i I
I 14.1.4 Unstable hill slopes shall be adequately addressed by providing appropriate bio-
engineering and stabilization measures.
14.1.5 Necessary safeguard shall be taken to protect ecology sensitive areas like wild life
'--
t- ,
'\-,I
c4,
I
and bird sanctuaries, reserve forests, national parks. etc. I-
* 14.1.6 Provision of protective structures for traffic such as parapets, railings, roadside safety
barriers, boulder nets, etc. shall be provided, where necessary,
14.2 Set back distance at horizontal curves
Requisite sight distance should be available across the inside of horizontal curves.
Lack of visibility in the lateral direction may arise due to obstructions like walls, cut-
slopes, wooded areas, etc. Set back distance from the central line of the caniageway,
within which the offending obstructions should be cleared to ensure the needed
visibility, can be determined using the Equation given in IRC:52. -
ONS AND STANDARDS
14.3 Grade compensation a t curves
At horizontal curves, the gradient shall be eased by applying the grade compensation I
I --
-
correction for gradients . steeper than 4% in accordance with IRC:52.
14.4 Hairpin Bends 1

Hairpin bends, where unavoidable, may be designed either as a circular curve with
transition curves at each end or as a compound circular curve.
Design criteria given in IRC:52 shall be adopted for the design of hairpin bends. At
hairpin bends the full roadway width should be surfaced.
14.5 Climbing Lane
Climbing lane shall be provided, where specified in Schedule-B of the Concession

I
Agreement, in order to address the necessity of making available separate lane for
-
a
safe overtaking for vehicle travelling uphill.
-- - -
14.6
~ - -~-
Proper signing and road markings shall be provided to ensure that the absolute hght
-- ~ - ~. -
--
of way for climbing vehicles is available.

- -
Heavy rock blasting should be avoided. Controlled blasting shall be resorted to.
~- ~
I
Blasting shall be supervised by experienced personnel. Blasting and related operations
shall be canied out in accordance with Clause 302 of MOSRTH Specifications.
14.7 Cut slopes shall be rendered stable in the construction stage itself, by cutting at the
correct angle and benching etc. including slope stabilizing structures like drains, breast
walls, pitching, etc.
14.8 Where it is necessary to cross hills or high ridges, the various alternatives including
construction of tunnel to avoid deep cuts shall be considered and the most preferred
. alternative shall be chosen. The alternative to be followed shall be indicated by the
Government in Schedule-B of the Concession Agreement. Where road is to be taken
through tunnel, its salient details shall be indicated in Schedule-B of the Concession
Agreement.
14.9 For drainage of water from roadside, an effective system of drainage shall be
constructed to lead the run-off to natural water courses. In particular, catch water I
drains (Refer to para 6.5 of this Manual) shall be provided above the cut slopes. It
shall be ensured that water is not drained into villages and cultivated land. Location
of cross drains and culverts should be so chosen as to avoid erosion of the outlet.
Erosion control works like drop walls, apron at out-fall points along with pitching1
paving of the channel shall be provided where required.
14.10 Retaining Walls
14.10.1 Retaining walls shall be provided:
(i) To support the down hill side unstable strata or fills,
(ii) To achieve width of roadway, where cutting into hill is restricted,
(iii) To arrest damage caused to the valley side and the road, by under cutting by
a stream or other water course,
(iv) At valley points, where water flows over the road,
(v) At places where the valley side gets saturated in the monsoons and is likely
to result in slips and damage to the road,
(vi] _At - ~ other
y - -locations- warranting
- provision of retaining walls.
- -- - ----- -- - - - - -
14.10.2 For general features, arrangement and design, guidelines given in 1RC:SP: 48 may
be referred to.
14.11 Construction of apron, pitching, flooring shall conform to Clauses 2503 to 2507 of
14.12 Disposal sites shall be identified for disposal of waste, debris, etc. Tipping of waste
into valley sides, stream channels, water bodies, and forest areas stiall not be resorted
to.
Appendices
APPENDIX-1
(Reference Para I.IZ)
i.
List of paras for preparing Schedules of the Concession Agreement
3
,'
Section Para Particulars to be specified
. >
I
,' I Section 1 1 1.14 (i), (ii), (iii) I Two laning or Tho laning Plus option I
Section 2 2.1 (ii) (a) Requirement of 4 laning in stretches passing through
built up areas, and such stretches.
2.1 (ii) (b) Construction of bypass, alignment and land for the
bypass.
2.1 (v) Land for geometric improvements, and such stretches
Land for geometric improvements and such stretches for
ruling design speed
2.3 Right of way
2.5.2 (i) Provision of foot paths in built up sections
2T6.r- - - Width--0TXoadway if different fm-that-givewin-Para
2.6.1
Provision of Service Roads and Stretches
I 1 2.14.1 I Location and other features of grade separated structures

I
I 1
II Type of Structures for Vehicular underlover passes
Location of Cattle and Pedestrian Underpasses1 overpasses
.
1
j
1 Section 3
1 3.1 and 3.2 Type of Intersection and land for intersection
I
1
3.3.1 (ii)
II Location and other features of grade separated
intersections without ramps. II
I I 3.3.3
1 3.4.1 (iii)
Length of viaduct at grade separated structures
I Location and other features of interchanges
I I I
Length of viaduct at grade separated structures (Inter
changes with ramps)
II I 1 II 1I
Section 4 4.2.2 (i) Sections of existing road to be raised
( Section 5 1 5.1.2 Requirement of C C Pavement, and design and
I I I
I I maintenance requirements
ONS AND STANDARDS
Particulars to be specified 1
Stretches to be reconstructed
Width of Paved Shoulder if different from 1.5 m
Width of structures of more than 60 m length

Requirement of bridge with foot paths
Bridge which may not to be high level
Railway level Crossings not to be replaced by ROB/
RUB
Utility services to be carried over the structures
Distressed culverts to be reconstructed
Distressed bridges to be reconstructed
Existing bridges to be widened
Requirement of Crash baniers for existing bridges
ParapetsJRailings of existing bridges to be repaired/
- - --
- - ---- - -
Measures for protecting bridges in marine environment

Structures to be repairedlstrengthened, nature and extent
of repairs
Specifications of reflecting sheeting
II Location of Toll Plaza and land for Toll Plaza

I
Location and size of overhead traffic signs
I
I Number of trees to be planted I
Project facilities and land for providing project facilities
Situations/Iocations where lighting to be provided
Location and number of truck lay-byes to be provided.
Location and number of bus bays to be provided
I Requirement of Climbing lane

Alignment/Construction of tunnel and its salient details
I
APPENDIX-2
(Reference Para 1.5)
w> List of IRC Publications

\
, S. Code/ Title of the Publication

No. Document No.
1. ROADS
1 (A) 'Ransport Planning, Raffic Assessment & Policies
, 1. IRC:3- 1983 Dimensions & Weights of Road Design Vehicles (First Revision)
2. IRC:9-1972 Traff~cCensus on Non-Urban Roads (First Revision)
1 (B) Road Geometric & Design Features

- 1. IRC:12-1983 Recommended Practice for Location and Layout of Roadside
Motor-Fuel Filling and Motor-Fuel Filling-cum-Service Stations
(Second Revision)
- 2. IRC+32-4969 - - - Standard for Vertiettmd-Horizo~tal Gleaianees OF Overhead
Electric Power and Telecommunication Lines as Related to
Roads
3. IRC:38-1988 Guidelines for Design of Horizontal Curves for Highways and
I Design Tables (First Revision)
4. IRC:39-1986 standards for Road-Rail Level Crossings (First Revision)

5. IRC:54-1974 Lateral and Vertical Clearances at Underpasses for Vehicular
Traffic
4
6. IRC:64-1990 Guidelines for Capacity of Roads in Rural Areas (First
I Revision)
!
7. IRC:66-1976 Recommended Practice for Sight Distance on Rural Highways
8. IRC:70-1977 Guidelines on Regulation and Control of Mixed Traffic in
- ; Urban Areas
- 9. 1RC:73-1980 Geometric Design Standards for Rural (Non-Urban Highways)
10. IRC:80-1981 Type Designs for Pick-up Bus Stops on Rural (i.e. Non-Urban)
i Highways
I
CATlONS AND STANDARDS
S. Codd Title of the Publication

-
No. Document No.
11. IRC:86-1983 Geometric Design Standards for Urban Roads in Plains

1. -
12. IRC:98- 1997 Guidelines on Accommodation of Utility Services on Roads in
Urban Areas (First Revision)
13. IRC:99-1988 Tentative Guidelines on the Provision of Speed Breakers for
Control of Vehicular Speeds on Minor Roads
14. lRC:103-1988 Guidelines for Pedestrian Facilities I
15.
16.
IRC:106-1990
1RC:SP: 23-1983
Guidelines for Capacity.of Urban Roads in Plain Areas
Vertical Curves for Highways
I1 i-
1.-
17. 1RC:SP: 41-1994 Guidelines on Design of At-Grade Intersections in Rural & I

Urban Areas
II ( -
1 (C) Road Markings 1 -

1. IRC:30-1968 Standard Letters and Numerals of Different Heights for Use on I 1
.. -. ... -- . .-_Highway Signs-.

. - A - - - - , i'-
i br
-
~~. '
2. IRC:35-1997 Code of Practice for Road Markings (With Paints) (First

Revision)
1 @) Road Furniture & Signage

\ L
1. 1RC:8-1980 Type Designs for Highway Kilometer Stones (Second Revision) I

<- ,-
2. IRC:25-1967 Type Designs for Boundary Stones C

3. IRC:26-1967 Type Design for 200-Metre Stones c
4. 1RC:31-1969 Route Marker Signs for State Routes
5. IRC:67-2001 Code of Practice for Road Signs (First Revision)
6. IRC:79-1981 Recommended Practice for Road Delineators
t C
!I
7. IRC:SP:3 1-1992 New Traffic Signs
1 (E) Road Safety & Traffic Management

1. 1RC:53-1982 Road Accident Forms A-l and 4 (First Revision) I_
2. IRC:SP:27-1984 Report Containing Recommendations of IRC Regional -

11
Workshops on Highway Safety .I
S. ' Code/ Title of the Publication
No. Document No.
-
3. IRC:SP:32-1988 Road Safety for Children (5-12 Years old)

4. IRC:SP:44-1994 Highway Safety Code
5. 1RC:SP:S-2001 Guidelines for Safety in Construction Zones
1 (F) Embankment Construction & Erosion Control

1. 1RC:lO-1961 Recommended Practice for Borrow pits for Road Embankments
Constructed by Manual Operation
2. IRC:28-1967 Tentative Specifications for the Construction of Stabilised Soil
Roads with Soft Aggregate in Areas of Moderate and High
Rainfall
3. IRC:33-1969 Standard Procedure for Evaluation and Condition Surveys of
Stabilised Soil Roads
4. IRC:36-1970 Recommended Practice for Construction of Earth Embankments
-- - - far Roadw_~Iks.-- . --- . --
5. IRC:56-1974 Recommended Practice for Treatment of Embankment Slopes

for Erosion Control
6. IRC:75-1979 Guidelines for the Design of High Embankments
7. IRC:SP:58-200 1 Guidelines for Use of Flyash in Road Embankments
1 (G) Non-Bituminous Base and Sub-Base

1. IRC: 19-2005 Standard Specification and Code of Practice for Water Bound
Macadam (Third Revision)
2. IRC:49-1973 Recommended Practice for the Pulverization of Black Cotton
Soils for Lime Stabilisation
3. IRC:50-1973 Recommended Design Criteria fo? the Use of Cement Modified
Soil in Road Construction
4. IRC:5 1-1992 Guidelines for the Use of Soil Lime Mixes in Road Construction
(First Revision)
5. IRC:60-1976 Tentative Guidelines for the Use of Lime- Flyash Concrete as
Pavement Base or Sub-Base
ONS AND STANDARDS
-
S. Codel Title of the Publication
No. ~ o c u m e n tNo.
6. IRC:63- 1976 Tentative Guidelines for the Use of LOWGrade Aggregates and
Soil Aggregates Mixtures in Road Pavement Construction
(
7. IRC:74-1979 Tentative Guidelines for Lean-Cement Concrete and Lean-
Cement Flyash Concrete as a Pavement Base or Sub-Base I
8. IRC:8S-1984 . Recommended Practice for Lime Flyash Stabilised Soil Base/ I
Sub-Base in Pavement Construction
i
9. IRC: 109-1997 Guidelines for Wet Mix' Macadam
I
10. IRC:SP:59-2002 Guidelines for Use of Geotextiles in Road Pavements and
Associated Works
1 (H) Design, Construction and Maintenance of Flexible Pavements I .I

4
1. IRC: 14-2004 Recommended Practice for Open Graded Premix Carpet

(Third Revision)
!
-
2.
---
IRC:16-1989 Sp-ecifi&tion for P r i f i n g o f Base Course w ~ t h S h m i n o G
- 1I "-
Primers (First Revision) [
I..
3. IRC: 19-2005 Standard Specifications and Code of Practice of Water Bound
Macadam (Third Revision) k-
4. IRC:20-1966 Recommended Practice for Bituminous Penetration Macadam C
I
(Full Grout) ..t
(
5. IRC:27-1967 Tentative Specifications for Bituminous Macadam (Base &
Binder Course) (
4
,
6. IRC:34-1970 Recommendations for Road Construction in Waterlogged Areas (.
7. IRC:37-2001 Guidelines for the Design of Flexible Pavements (Second

'
(
(
Revision) I ' -
C
8. IRC:47-1972 Tentative Specification for Built-up Spray Grout
Y. IKC:55- 1974 Recommended Practice for Sand-Bitumen Base Courses I
I ',- -
10. IRC:81-1997 Tentative Guidelines for Strengthening of Fle~ible Road
Pavements Using Benkelman Beam Deflection Technique
(First ~evision)
S.
No.
Cod4
Document No.
Title of the Publication
-
11. IRC:82- 1982 Code of Practice for Maintenance of Bituminous Surfaces of
Highways
12. IRC:95- 1987 Specification for Semi-Dense Bituminous Concrete
13. IRC: 1 10-2005 Standard Specifications and Code of Practice for Design and
Construction of Surface Dressing
14. IRC:SP:53-2002 Guidelines on Use of Polymer and Rubber Modified Bitumen
in Road Construction (First Revision)
1 (I) Design, Construction and Maintenance of Cement Concrete Pavements

1. IRC: 15-2002 Standard Specifications and Code of Practice for Construction
of Concrete Roads (Third Revision)
2. IRC:44- 1976 Tentative Guidelines for Cement Concrete Mix Design for
-6
Pavements (for Non-Air Entrained and Continuously Graded
Concrete) (First Revision)
' I
-, 1 3. IRC:57- 1974 Recommended Practice for Sealing of Joints in Concrete
- ~... - ~ -- . - - . - - --. ~-
.
7\
. Pavements
b 4. IRC:58-2002 Guidelines for the Design of Plain Jointed Rigid Pavements for
I
R
5 ,
Highways (Second Revision)
%? 5. IRC:61-1976 Tentative Guidelines for the Construction of Cement Concrete
li' Pavements in Hot Weather
4 6. IRC:68-1976 Tentative Guidelines on Cement-Flyash Concrete for Rigid
5 Pavement Construction
A 7. 1RC:77-1979 Tentative Guidelines for Repair of Concrete Pavements Using
-- I I Synthetic Resins
. I 8. IRC:84-1983 Code of Practice for Curing of Cement Concrete Pavements
-
-\ I I
9. IRC:91-1985 Tentative Guidelines for Construction of Cement Concrete

F Pavements in Cold Weather
7%
10. IRC:SP:49- 1998 Guidelines for the Use of Dry Lean Concrete as Sub-base for
?
! Rigid Pavement
CATTONS AND STANDARDS
S. Code/ Title of the Publication

-
No. Document No.
11. IRC:SP:62-2004 Guidelines for the Design and Construction of Cement Concrete
Pavement for Rural Roads
12. IRC:SP:63-2004 Guidelines for the Use of Interlocking Concrete Block Pavement 1 c- '
I
13. 1RC:SP-68-2005 Guidelines for Construction of Roller Compacted Concrete
Pavements
1 (J) Project Preparation, Contract Management and Quality Control

1. IRC:42- 1972 Proforma for Record of Test Values of Locally Available
I
Pavement Construction Materials
2. 1RC:SP: 16-2004 Guidelines for Surface Evenness of Highway Pavements (First

Revision)
3. 1RC:SP: 19-2001 Manual for Survey, Investigation and Preparation of Road
Projects (Second Revision)
4.
5.
IRC:SP:57--2W
IRC:SP:68-2005
- Guidelines for--Quality Systemsf~~_Road_Cons~ction
-
Guidelines for Construction of Roller Compacted Concrete

I .t
1
Pavements i \..
1 (K) Hill Roads

1. IRC:52-2001 Recommendations about the Alignment Survey and Geometric
I :-
Design of Hill Roads (Second Revision)
I
2. IRC:SP:48- 1998 Hill Road Manual
1 (L) Road Drainage

1. IRC:SP:42-1994 Guidelines on Road Drainage
2. IRC:SP:50-1999 Guidelines on Urban Drainage
1 (M) Road Machinery

1. IRC:43- 1972 Recommended Practice for Tools, Equipment and Appliances
for Concrete Pavement Construction
2. IRC:72-1978 Recommended Practice for Use and Upkeep of Equipment, I
Tools md Appliances for Bituminous Pavement Construction
172
- - -
. -
,j
-
' \
1
I
1
S.
No.
3.
Code/
Document No.
IRC:90-1985
Title of the Publication
Guidelines of Selection, Operation and Maintenance of

% j Bituminous Hot Mix Plant
4. IRC:SP:22- 1980 Recommendation for the Sizes for each Type of Road Making
! 5. IRC:SP:25- 1984
Machinery to cater to the General Demand of Road Works
Gopi and his Road Roller-Guidelines on Maintenance of Road
Rollers
6. IRC:SP:29-1994 Directory of Indigenous Manufacturers of Roadl Bridge
Construction Machinery & Important Bridge Components
(First Revision)
7. IRC:SP:34-1989 General Guidelines about the Equipment for Bituminous
A
Surface Dressing
2. BRIDGES
-- - - -. - -- -
-2 (A) Codes -0fPratiice--
1. IRC:5-1998 Standard Specifications and Code of Practice for Road Bridges,
Section I - General Features of Design (Seventh Revision)
Section 11 - Loads and Stresses (Fourth Revision)
3. IRC: 18-2000 Design Criteria for Prestressed Concrete Bridges (Post Tensioned
Concrete) Third Revision)
F
4. IRC:2 1-2000 Standard Specifications and Code of Practice for Road Bridges,
h
L Section 111 - Cement Concrete (Plain and Reinforced) (Third
pe Revision)
C
- 5. IRC:22-1986 Standard Specifications and Code of Practice for Road Bridges,
I Section VI - Composite Construction (First Revision)
i
Standard Specifications and Code of Practice for Road Bridges,
Section V - Steel Road Bridges (Second Revision)
i
Standard Specifications and Code of Practice for Road Bridges, !I
I
Section IV - Brick, Stone and Block Masonry (Second 1
Revision)
ONS AND STANDARDS
- (
S.
No.
Code1
Document 'NO.
Title of the Publication a I
I
-
*
8. IRC:45-1972 Recommendation for Estimating the Resistance of Soil below J C

Maximum Scour level in the Design of Well Foundation of
Bridges

Section VII - Foundations and Substructures (Second Revision)
1
10. 1RC:83-1999 (Part-I) Standard Specifications and Code of Practice for Road Bridges,
Section IX - Bearings, Part I : Metallic Bearings (First I
Revision)
!..
11.
12.
IRC:83-1987 (Part 11) Standard Specifications and Code of Practice for Road Bridges,
Section IX - Bearings, Part 11: Elastomeric Bearings
IRC:83-2002 (Part In) Standard Specifications and Code of Practice for Road Bridges,
'.-
I-
.
,
-..
Section IX - Bearings, Part 111: Pot, Pot-cum-PTFE, Pin and 1 \-,
Metallic Guide Bearings... . ~ . . ~...~-. .. - -

. ~ . - - ~ .. ~
~
~ ~ ~ - .-
---pp
~ ~
~
t
13. IRC:87-1984 Guidelines for the Design and Erection of False work for Road <.-
Bridges
id
14. IRC: 89-1997 Guidelines for Design and Construction of River Training &
Control Works for Road Bridges (First Revision) , .I.
1
\
15. IRC:SP:69-2005 Guidelines & Specifications for Expansion Joints. 1 L,
16. IRC:SP:70-2005 Guidelines for the Use of High Performance Concrete in
1 L
Bridges. d
f /-
17. IRC:SP:71-2006 Guidelines for Design and Construction of Precast

Pre-Tensioned Girders for Bridges. 2
2 (B) Inspection, Maintenance & Rehabilitation
1. IRC:SP:35-1990 Guidelines for Inspection and Maintenance of Bridges L
2. IRC:SP:40-1993 Guidelines on Techniques for Strengthening and Rehabilitation

1 '-
I ..,
of Bridges
- 4 .
3. IRC:SP:52-1999 Bridge Inspector's Reference Manual I
;
' ?
S. Codd Title of the Publication
No. Document No.
i 2 (C) Project Preparation, Contract Management & Quality Control

1
1. IRC:SP:47-1998 Guidelines on Quality Systems for Road Bridges (Plain,
Reinforced. Prestressed and Composite Concrete)
2. IRC:SP:54-2000 Project Preparation Manual for Bridges
2 @) Other Important Publications

1. IRC:7-1971 Recommended Practice for Numbering Bridges and Culverts
(First Revision)
2. 1RC:SP: 13-2004 Guidelines for the Design of Small Bridges and Culverts (First
Revision)
3. IRC:SP:5 1- 1999 Guidelines for Load Testing of Bridges
3. MOSRTH Publications
: i ~
1.
2.
MOSRTH Specifications for Road and Bridge Works, 2001 (Fourth Revision)
.--- -.-
~ o s ~ m - - S t G d i ~ ~-foXgi;gie,DoublGGnd-~niple
lanS Gd-
~Cell~BoT~CulvGiswith -
without Earth cushion

3. MOSRTH Type Designs for Intersections on National Highways.1992
Manual for Safety in Road Design
"We recognize that our inhtructure must be world-class for us to compete with the world.
We still have a long way to go in this regard. There has been inadequate attention paid to the
development of basic infrastructure of modem industrial development. This we are
committed to reversing."
i I
- Dr. Manmohan Singh

Prime Minister of India
1
i "There is now a paradigm shift in construction fiom Engineering, Procurement &
_Cmtructian (EPC)_contractstoimple_mentationsfprojectsby-Public PrivateP@icipationn
through the instrument of Build, Operate and Transfer (BOT) concessions. The National
Highways Authority of hdia(NHA1) is utilizing a variety of contractual structures in I
moving towards public-private partnership."
I !
- Shri T. R. Baalu i
Minister of Shipping, Road Transport and Highways
I
i
"There is an imperative need to maintain our highways at an acceptable level of service so

that the vehicle operating cost and maintenance cost are minimised. Rehabilitation and
maintenance of highways has assumedurgencyin theinterest of overall economy.
- Shri T. R. B,aalu
Minister of Shipping, Road Transport and Highways
SCHEDULE -E
(See Clause 4.1.3)
APPLICABLE PERMITS
1 Applicable Permits
1.1 The Concessionaire shall obtain, as required under the Applicable Laws, the
following Applicable Permits on or before the Appointed Date, save and
except to the extent of a waiver granted by the Authority in accordance with
Clause 4.1.3 of the Agreement:
(a) Permission of the State Government for extraction of boulders from

quarry;
(b) Permission of Village Panchayat and Pollution Control Board for

installation of crushers;
(c) Licence for use of explosives;
(d) Permission of the State Government for drawing water from

riverlreservoir;
(e) Licence from Inspector of factories or other competent authority for

setting up Batching Plant;
(f) Clearance of Pollution Control Board for setting up Batching Plant;
(g) Clearance of Village Panchayats and Pollution Control Board for

Asphalt Plant;
(h) Permission of Village Panchayat and State Government for borrow

earth;
(i) Permission of State Government for cutting of trees; and
Q) Any other permits or clearances required under Applicable Laws.
1.2 Applicable Permits, as required, relating to environmental protection and

conservation shall have been procured by the Authority as a Condition
Precedent.
SCHEDULE -F
(See Clause 9.1)
PERFORMANCE SECURITY
The Chairman
National Highways Authority of India New Delhi
WHEREAS:
(A) Brijbhoomi Expressway Private Limited (the "Concessionaire") and the
Chairman, National Highways Authority of India (the "Authority") have entered
into a Concession Agreement dated .......................... (the "Agreement")
whereby the Authority has agreed to the Concessionaire undertaking Two-Laning of
the Agra-Aligarh section of National Highway No. 93 on design, build, finance,
operate and transfer ("DBFOT) basis, subject to and in accordance with the
provisions of the Agreement.
(B) The Agreement requires the Concessionaire to furnish a Performance

Security to the Authority in a sum of Rs. Rs. 12.50 crore (Rupees Twelve
crore and Fifty Lakhs only) (the "Guarantee Amount") as security for due
and faithful performance of its obligations, under and in accordance with the
Agreement, during the Construction Period (as defined in the Agreement).
(C) We, ....................... through our Branch at ...................... (the

"Bank") have agreed to furnish this Bank Guarantee by way of Performance
Security.
NOW, THEREFORE, the Bank hereby, unconditionally and irrevocably,

guarantees and affirms as follows:
1. The Bank hereby unconditionally and irrevocably guarantees the due and
faithful performance of the Concessionaire's obligations during 'the
Construction Period, under and in accordance with the Agreement, and
agrees and undertakes to pay to the Authority, upon its mere first written
demand, and without any demur, reservation, recourse, contest or protest,
and without any reference to the Concessionaire, such sum or sums upto an
aggregate sum of the Guarantee Amount as the Authority shall claim,
without the Authority being required to prove or to show grounds or reasons
for its demand and/or for the sum specified therein.
2. A letter from the Authority, under the hand of an Officer not below the rank
of General Manager in the National Highways Authority of India, that the
Concessionaire has committed default in the due and faithful performance of
all or any of its obligations under and in accordance with the Agreement
shall be conclusive, final and binding on the Bank. The Bank further agrees
that the Authority shall be the sole judge as to whether the Concessionaire is
in default in due and faithhl performance of its obligations during the
Construction Period under the Agreement and its decision that the A
essionaire is in default shall be final, and binding on the Bank,
standing any differences between the Authority and
? 30
, ot
Concessionaire, or any dispute between them pending before any court,
tribunal, arbitrators or any other authority or body, or by the discharge of the
Concessionaire for any reason whatsoever.
3. In order to give effect to this Guarantee, the Authority shall be entitled to act
as if the Bank were the principal debtor and any change in the constitution of
the Concessionaire and/or the Bank, whether by their absorption with any
other body or corporation or otherwise, shall not in any way or manner affect
the liability or obligation of the Bank under this Guarantee.
4. It shall not be necessary, and the Bank hereby waives any necessity, for the
Authority to proceed against the Concessionaire before presenting to the
Bank its demand under this Guarantee.
5. The Authority shall have the liberty, without affecting in any manner the
liability of the Bank under this Guarantee, to vary at any time, the terms and
conditions of the Agreement or to extend the time or period for the
compliance with, fulfilment and/ or performance of all or any of the
obligations of the Concessionaire contained in the Agreement or to postpone
for any time, and from time to time, any of the rights and powers exercisable
by the Authority against the Concessionaire, and either to enforce or forbear
from enforcing any of the terms and conditions contained in the Agreement
and/or the securities available to the Authority, and the Bank shall not be
released from its liability and obligation under these presents by any exercise
by the Authority of the liberty with reference to the matters aforesaid or by
reason of time being given to the Concessionaire or any other forbearance,
indulgence, act or omission on the part of the Authority or of any other
matter or thing whatsoever which under any law relating to sureties and
guarantors would but for this provision have the effect of releasing the Bank
from its liability and obligation under this Guarantee and the Bank hereby
waives all of its rights under any such law.
6. This Guarantee is in addition to and not in substitution of any other

guarantee or security now or which may hereafter be held by the Authority in
respect of or relating to the Agreement or for the fulfilment, compliance
andlor performance of all or any of the obligations of the Concessionaire
under the Agreement.
7. Notwithstanding anything contained hereinbefore, the liability of the Bank

under this Guarantee is restricted to the Guarantee Amount and this
Guarantee will remain in force until the earlier of the 1 (first) anniversary of
the Appointed Date or compliance of the conditions specified in paragraph 8
below and unless a demand or claim in writing is made by the Authority on
the Bank under this Guarantee, no later than 6 (six) months from the date of
expiry of this Guarantee, all rights of the Authority under this Guarantee
shall be forfeited and the Bank shall be relieved from its liabilities hereunder.
8. The Performance Security shall cease to be in force and effect when the
shall have expended on Project construction an aggregate
an 20% (twenty per cent) of the Total Project Cost which is
. 50.00 cr. (Rupees Fifty crores only) for the purposes of
231
Guarantee, and provided the Concessionaire is not in breach of this
Agreement. Upon request made by the Concessionaire for release of the
Performance Security alongwith the particulars required hereunder, duly
certified by a statutory auditor of the Concessionaire, the Authority shall
release the Performance Security forthwith.
9. The Bank undertakes not to revoke this Guarantee during its currency, except
with the previous express consent of the Authority in writing, and declares
and warrants that it has the power to issue this Guarantee and the
undersigned has full powers to do so on behalf of the Bank.
10. Any notice by way of request, demand or otherwise hereunder may be sent
by post addressed to the Bank at its above referred Branch, which shall be
deemed to have been duly authorised to receive such notice and to effect
payment thereof forthwith, and if sent by post it shall be deemed to have
been given at the time when it ought to have been delivered in due course of
post and in proving such notice, when given by post, it shall be sufficient to
prove that the envelope containing the notice was posted and a certificate
signed by an officer of the Authority that the envelope was so posted shall be
conclusive.
11. This Guarantee shall come into force with immediate effect and shall remain
in force and effect for a period of one year and six months or until it is
released earlier by the Authority pursuant to the provisions of the
Agreement.
Signed and sealed this ... ....... day of .... ......., 20 ........ . at ...... .....
SIGNED, SEALED AND DELIVERED

For and on behalf of
the BANK by:
(Signature)
(Name)
(Designation)
(Code Number)
(Address)
NOTES:
(i) The bank guarantee should contain the name, designation and code number of
the officer(s) signing the guarantee.
(ii) The address, telephone number and other details of the Head Office of the
Bank as well as of issuing Branch should be mentioned on the covering letter
SCHEDULE 4
(See Clause 12.1)
PROJECT COMPLETION SCHEDULE
1 Project Completion Schedule

During Construction Period, the Concessionaire shall coniply with the
requirements set forth in this Schedule-G for each of the Project Milestones
and the Scheduled Two-Laning Date (the "Project Completion Schedule").
Within 15 (fifteen) days of the date of each Project Milestone, the
Concessionaire shall notify the Authority of such compliance alongwith
necessary particulars thereof.
2 Project Milestone-I
2.1 Project Milestone-I shall occur on the date falling on the 180th (one hundred
and eightieth) day from the Appointed Date (the "Project Milestone-I").
2.2 Prior to the occurrence of Project Milestone-I, the Concessionaire shall have
commenced construction of the Project Highway and expended not less than
10% (ten per cent) of the total capital cost set forth in the Financial Package.
3 Project Milestone-I1
3.1 Project Milestone-11 shall occur on the date falling on the 365th (three
hundred and sixty fifth) day from the Appointed Date (the "Project
Milestone-II").
3.2 Prior to the occurrence of Project Milestone-11, the Concessionaire shall have
commenced construction of all bridges and expended not less than 35%
(thirty five per cent) of the total capital cost set forth in the Financial
Package.
4 Project Milestone-111
4.1 Project Milestone-111 shall occur on the date falling on the 6 0 0 ~ (six
hundredth ) day from the Appointed Date (the "Project Milestone-111").
4.2 Prior to the occurrence of Project Milestone-111, the Concessionaire shall

have commenced construction of all Project Facilities and expended not less
than 70% (Seventy per cent) of the total capital cost set forth in the Financial
Package.
5 Scheduled Two-Laning Date
5.1 The Scheduled Two-Laning Date shall occur on the 730'~ (seven hundred
and thirtieth) day from the Appointed Date.
5.2 On or before the Scheduled Two-Laning Date, the Concessionaire shall have
completed Two-Laning in accordance with this Agreement.
6 Extension of period
Upon extension of any or all of the aforesaid Project Milestones or the

Scheduled Two-Laning Date, as the case may be, under and in accordance
with the provisions of this Agreement, the Project Completion Schedule shall
be deemed to have been amended accordingly.
SCHEDULE -H
(See Clause 12.3)
DRAWINGS
I Drawings
In compliance of the obligations set forth in Clause 12.3 of this Agreement,

the Concessionaire shall furnish to the Independent Engineer, free of cost, ail
Drawings listed in Annex-I of this Schedule-H.
2 Additional drawings
If the Independent Engineer determines that for discharging its duties and
functions under this Agreement, it requires any drawings other than those
listed in Annex-I, it may by notice require the Concessionaire to prepare and
furnish such drawings forthwith. Upon receiving a requisition to this effect,
the Concessionaire shall promptly prepare and furnish such drawings to the
Independent Engineer, as if such drawings formed part of Annex-I of this
Schedule-H.
Annex - I
(Schedule-H)
List of Drawings
Drawings of horizontal alignment, vertical profile and cross sections

Drawings of cross drainage works
Drawings of interchanges, major intersections, grade separators,
underpasses and ROB'S
Drawings of toll plaza layout, toll collection systems and roadway
approaching and exiting toll plaza
Drawings of bus-bay and bus shelters with furniture and drainage
system
Drawing of a truck lay bye with furniture and drainage system
Drawings of road furniture items including traffic signage, markings,
safety bamers, etc.
Drawings of trafic diversion plans and traffic control measures in
construction zones.
Drawings of road drainage measures
Drawings of typical details slope protection measures
Drawings of landscaping and horticulture
Drawings of pedestrian / cattle crossings
Drawings of street lighting
General arrangement of Base camp and Administrative Block
SCHEDULE -I
(See Clause 14.1.2)
TESTS
1 Schedule for Tests
1.1 The Concessionaire shall, no later than 30 (thirty) days prior to the likely
completion of Two-Laning, notify the Independent Engineer and the
Authority of its intent to subject the Project Highway to Tests, and no later
than 7 (seven) days prior to the actual date of Tests, furnish to the
Independent Engineer and the Authority detailed inventory and particulars of
all works and equipment forming part of Two-Laning.
1.2 The Concessionaire shall notify the Independent Engineer of its readiness to
subject the Project Highway to Tests at any time after 7 (seven) days from
the date of such notice, and upon receipt of such notice, the Independent
Engineer shall, in consultation with the Concessionaire, determine the date
and time for each Test and notify the same to the Authority who may
designate its representative to witness the Tests. The Independent Engineer
shall thereupon conduct the Tests itself or cause any of the Tests to be
conducted in accordance with Article 14 and this Schedule-1.
2 Tests
2.1 Visual and physical Test: The Independent Engineer shall conduct a visual
and physical check of Two-Laning to determine that all works and
equipment forming part thereof conform to the provisions of this Agreement.
2.2 Test drive: The Independent Engineer shall undertake a test drive of the
Project Highway by a Car and by a h l l y loaded Truck to determine that the
quality of service conforms to the provisions of the Agreement.
2.3 Riding quality Test: Riding quality of each lane of the carriageway shall be
checked with the help of a calibrated bump integrator and the maximum
permissible roughness for purposes of this Test shall be 2,000 (two thousand)
mrn for each kilometre.
2.4 Pavement Composition Test: The thickness and composition of the pavement
structure shall be checked on a sample basis by digging pits to determine
conformity of such pavement structure with Specifications and Standards.
The sample shall consist of one pit in each direction of travel to be chosen at
random in each stretch of 5 (five) kilometres of the Project Highway. The
first pit for the sample shall be selected by the Independent Engineer through
an open draw of lots and evtry fifth kilometre from such first pit shall form
part of the sample for this pavement quality Test.
2.5 Cross-section Test: .The cross-sections of the Project Highway shall be

checked on a sample basis through physical measurement of their
determining the conformity thereof with Specifications and
\
Agm~Alr
Standards. For the road portion, the sample shall consist of one spot to be
selected at random in each stretch of 1 (one) kilometre of the Project
Highway. The first spot for the sample shall be selected by the Independent
Engineer through an open draw of lots and the spots located at every one
kilometre from such first spot shall form part of the sample. For the bridge
portion, one spot shall be selected at random by the Independent Engineer in
each span of the bridge.
2.6 Structural Test for bridges: All major and minor bridges constructed by the
Concessionaire shall be subjected to the Rebound Hammer and Ultrasonic
Pulse Velocity tests, to be conducted in accordance with the procedure
described in Special Report No. 17: 1996 of the IRC Highway Research
Board on Non-destructive Testing Techniques, at two spots in every span, to
be chosen at random by the Independent Engineer. Bridges with a span of 15
(fifteen) metres or more shall also be subjected to load testing.
2.7 Other Tests: The Independent Engineer may require the Concessionaire to
carry out or cause to be carried additional Tests, in accordance with Good
Industry Practice, for determining the compliance of the Project Highway
with Specifications and Standards.
2.8 Environmental audit: The Independent Engineer shall carry out a check to
determine conformity of the Project Highway with the environmental
requirements set forth in Applicable Laws and Applicable Permits.
2.9 Safety review: Safety audit of the Project Highway shall have been
undertaken by the Safety Consultant as set forth in Schedule-L, and on the
basis of such audit, the Independent Engineer shall determine conformity of
the Project Highway with the provisions of this Agreement.
3 Agency for conducting Tests
All Tests set forth in this Schedule-I shall be conducted by the Independent
Engineer or such other agency or person as it may specify in consultation
with the Authority.
Completion/Provisional Certificate
Upon successful completion of Tests, the Independent Engineer shall issue

the Completion Certificate or the Provisional Certificate, as the case may be,
in accordance with the provisions of Article 14.
SCHEDULE -J
(See Clauses 14.2 & 14.3)
COMPLETION CERTIFICATE
1 I, ..................... (Name of the Independent Engineer), acting as

Independent Engineer, under and in accordance with the Concession
Agreement dated ............ (the "Agreement"), for Two-Laning with paved
shoulder of Agra-Aligarh section section (km 0.000 to km 79.000) of
National Highway No. 93. (the "Project Highway") on design, build,
finance, operate and transfer (DBFOT) basis, through Brijbhoomi
Expressway Private Limited, hereby certify that the Tests specified in Article
14 and Schedule-I of the Agreement have been successhlly undertaken to
determine compliance of the Project Highway with the provisions of the
Agreement, and I am satisfied that the Project Highway can be safely and
reliably placed in commercial service of the Users thereof.
2 It is certified that, in terms of the aforesaid Agreement, all works forming

part of Two-Laning have been completed, and the Project Highway is hereby
declared fit for entry into commercial operation on this the ......... day of
......... 20 .....

the INDEPENDENT ENGMEER by:
(Signature)
(Name)
(Designation)
(Address)
Agro- A1
PROVISIONAL CERTIFICATE
1 I, ........................ (Name of the Independent Engineer), acting as

Independent Engineer, under and in accordance with the Concession
Agreement dated ................ (the "Agreement"), for Two-Laning with
paved shoulder of Agra-Aligarh section section (km 0.000 to km 79.000) of
National Highway No. 93 (the "Project Highway") on design, build, finance,
operate and transfer (DBFOT) basis, through Brijbhoomi Expressway Private
Limited, hereby certify that the Tests specified in Article 14 and Schedule-I
of the Agreement have been undertaken to determine compliance of the
Project Highway with the provisions of the Agreement.
Construction Works that were found to be incomplete and/or deficient have

been specified in the Punch List appended hereto, and the Concessionaire has
agreed and accepted that it shall complete andlor rectify all such works in the
time and manner set forth in the Agreement. (Some of the incomplete works
have been delayed as a result of reasons attributable to the Authority or due
to Force Majeure and the Provisional Certificate cannot be withheld on this
account. Though the remaining incomplete works have been delayed as a
result of reasons attributable to the concessionaire,)@ I am satisfied that
having regard to the nature and extent of such incomplete works, it would not
be prudent to withhold commercial operation of the Project Highway,
pending completion thereof.
3 In view of the foregoing, I am satisfied that the Project Highway can be

safely and reliably placed in commercial service of the Users thereof, and in
terms of the Agreement, the Project Highway is hereby provisionally
declared fit for entry into commercial operation on this the ............ day of
........... 20 ......
ACCEPTED, SIGNED, SEALED SIGNED, SEALED AND
AND DELIVERED DELIVERED
For and on behalf of For and on behalf of
CONCESSIONAIRE by: INDEPENDENT ENGINEER
by:
(Signature) (Signature)
-(Name and Designation) (Name and
Designation)
(Address)
340
SCHEDULE -K
(See Clause 17.2)
MAINTENANCE REQUIREMENTS
1 Maintenance Requirements
1.1 The Concessionaire shall, at all times, operate and maintain the Project
Highway in accordance with the provisions of the Agreement, Applicable
Laws and Applicable Permits. In particular, the Concessionaire shall, at all
times during the Operation Period, conform to the maintenance requirements
set forth in this Schedule-K (the "Maintenance Requirements").
1.2 The Concessionaire shall repair or rectify any defect or deficiency set forth
in Paragraph 2 of this Schedule-K within the time limit specified therein and
any failure in this behalf shall constitute a breach of the Agreement. Upon
occurrence of any breach hereunder, the Authority shall be entitled to
recover Damages as set forth in Clause 17.8 of the Agreement, without
prejudice to the rights of the Authority under the Agreement, including
Termination thereof.
2 Repairlrectification of defects and deficiencies
The obligations of the Concessionaire in respect of Maintenance

Requirements shall include repair and rectification of the defects and
deficiencies specified in Annex - I of this Schedule - K within the time limit
set forth therein.
3 Other defects and deficiencies
3.1 In respect of any defect or deficiency not specified in Annex - I of this

Schedule-K, the Concessionaire shall undertake repair or rectification in
accordance with Good Industry Practice.
3.2 In respect of any defect or deficiency not specified in Annex - I of this

Schedule-K, the Independent Engineer may, in conformity with Good
Industry Practice, specify the permissible limit of deviation or deterioration
with reference to the Specifications and Standards, and any deviation or
deterioration beyond the permissible limit shall be repaired or rectified by
the Concessionaire within the time limit specified by the Independent
Engineer.
4 Extension of time limit
Notwithstanding anything to the contrary specified in this Schedule-K, if the

nature and extent of any defect or deficiency justifies more time for its repair
or rectification than the time specified herein, the Concessionaire shall be
to additional time in conformity with Good Industry Practice. Such
a1 time shall be determined by the Independent
to the Concessionaire and the Authority with reasons
;4?
5 Emergency repairslrestoration
Notwithstanding anything to the contrary contained in this Schedule-K, if

any defect, deficiency or deterioration in the Project Highway poses a hazard
to safety or risk of damage to property, the Concessionaire shall promptly
take all reasonable measures for eliminating or minimizing such danger.
6 Daily Inspection by the Concessionaire
The Concessionaire shall, through its engineer, undertake a daily visual

inspection of the Project Highway and maintain a record thereof in a register
to be kept in such form and manner as the Independent Engineer may
specify. Such record shall be kept in safe custody of the Concessionaire and
shall be open to inspection by the Authority and the Independent Engineer at
any time during office hours.
7 Divestment Requirements
All defects and deficiencies specified in this Schedule-K shall be repaired

and rectified by the Concessionaire so that the Project Highway conforms to
the Maintenance Requirements on the Transfer Date.
8 Display of Schedule - K
The Concessionaire shall display a copy of this Schedule-K at the Toll Plazas
along with the Complaint Register stipulated in Article 46.
Annex - I
(Schedule-K)
Repair/Rectification of Defects and Deficiencies
The Concessionaire shall repair and rectify the defects and deficiencies specified in
this Annex-I of Schedule-K within the time limit set forth herein.
Nature of defect or deficiency Time limit for

repair1 rectification
ROADS
(a) Carriageway and paved shoulders
(i) Breach or blockade - Temporary /

A restoration
of traffic within
24 hours; permanent
restoration within 15
days
(ii) Roughness value exceeding 2,500 mrn in a stretch - 180 days

of I krn (as measured by a standardised
roughometerhump integrator)
(iii) Pot holes - 48 hours

(iv) Cracking in more than 5% of road surface in a - 30days
stretch of I km
(v) Rutting exceeding 10 rnrn in more than 2% of road - 30 days

surface in a stretch of 1 km (measured with 3 m
straight edge)
(vi) Bleedinglskidding - 7 days
(vii) Ravelling/Stripping of bitumen surface exceeding - 15 days

lOsqm
(viii) Damage to pavement edges exceeding 10 cm - 15 days

(ix) Removal of debris - 6 hours
(b) Hardlearth shoulders, side slopes, drains and culverts
n by more than 2% in
'\
- 30days
": 13
; ip -.
the prescribed slope of camber/cross fall
(ii) Edge drop at shoulders exceeding 40 mm - 7 days

(iii) Variation by more than 15% - 30 days
in the prescribed side (embankment) slopes
(iv) Rain cuts/gullies in slope - 7 days

(v) Damage to or silting of culverts and side - 7 days
drains during and immediately preceding the rainy
season
(vi) Desilting of drains in - 48 hours

urbanlsemi-urban areas
(e) Road side furniture including road signs and pavement marking
(i) Damage to shape or position; - 48 hours

poor 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) Obstruction in a minimum head-room of 5 m - 24 hours

above caniageway or obstruction in visibility of
road signs
(ii) Deterioration in health of trees and bushes - Timely watering and

treatment
(iii) Replacement of trees and bushes - 90 days
(iv) Removal of vegetation affecting sight line and - 15 days

road structures
(f ) Rest areas
(i) Cleaning of toilets - Every 4 hours

(g) Toll plazas
(i) Failure of toll collection equipment or lighting - 8 hours

(ii) Damage to toll plaza - 7 days
(h) Other Project Facilities and Approach roads
(i) Damage or deterioration in Approach Roads, - - 15 days

pedestrian facilities, truck lay-bys, bus-bays, bus-
shelters, cattle crossings, Traffic Aid Posts,
Medical Aid Posts and other works
BRIDGES
(a) Superstructure of bridges
(i) Cracks
Temporary measures - within 48 hours
Permanent measures - within 45 days
(ii) Spallinglscaling - 15 days
(b) Foundations of bridges
(i) Scouring andlor cavitation - 15days
(c) Piers, abutments, return walls and wing walls of bridges
(i) Cracks and damages including - 30 days

settlement and 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 elastomeric bearings - 7 days

(ii) Gathering of dirt in bearings and joints; or - 3 days
clogging of spouts, weep holes and vent-holes
e or deterioration in parapets and handrails - 3 days

\
.'. s
.'
. . ..
(iv) Rain-cuts or erosion of banks of the side slopes of - 15 days
approaches
(v) Damage to wearing coat - 15 days
(vi) Damage or deterioration in approach slabs, - 30days

pitching, apron, toes, floor or guide bunds
(vii) Growth of vegetation affecting the structure or - 15days

obstructing the waterway
SCHEDULE -L
(See Clause 18.1.I )
SAFETY REQUIREMENTS
1 Guiding principles
1.1 Safety Requirements aim at reduction in injuries, loss of life and damage to
property resulting from accidents on the Project Highway, irrespective of the
person(s) at fault.
1.2 Users of the Project Highway include motorised and non-motorised vehicles
as well as pedestrians and animals involved in, or associated with accidents.
Vulnerable Road Users (VRU) include pedestrians as well as riders of
motorised two-wheelers, bicycles and other vehicles which do not provide
adequate occupant protection.
1.3 Safety Requirements apply to all phases of construction, operation and

maintenance with emphasis on identification of factors associated with
accidents, consideration of the same, and implementation of appropriate
remedial measures.
1.4 Safety Requirements include measures associated with traffic management

and regulation such as road signs, pavement marking, traffic control devices,
roadside furniture, highway design elements, enforcement and emergency
response.
2 Obligations of the Concessionaire
The Concessionaire shall abide by the following insofar as they relate to

safety of the Users:
(a) Applicable Laws and Applicable Permits;
(b) Manual for Safety in Road Design, issued by MOSRTH;
(c) relevant Standards/Guidelines of IRC relating to safety, road

geornetrics, bridges, culverts, road signs, pavement marking and
roadside h i t u r e ;
(d) provisions of this Agreement; and
(e) Good Industry Practice.
of Safety Consultant
oyt safety audit of the Project Highway under and in acc
-. -1'7
with this Schedule-L, the Authority shall appoint from time to time, one or
more qualified firms or organisations as its consultants (the "Safety
Consultant"). The Safety Consultant shall employ a team comprising,
without limitation, one road safety expert and one traffic planner to
undertake safety audit of the Project Highway.
4 Safety measures during Development Period
4.1 No later than 90 (ninety) days from the date of this Agreement, the Authority
shall appoint a Safety Consultant for carrying out safety audit at the design
stage of the Project. The Safety Consultant shall collect data on all fatal
crashes and other road accidents which occurred on the Project Highway in
the preceding two years by obtaining copies of the relevant First Information
Reports (FIRs) from the police stations having jurisdiction. The information
contained in such FIRs shall be summarised in the form prescribed by
IRCIMOSRTH for this purpose and the data shall be analysed for the type of
victims killed or injured, impacting vehicles, location of accidents and other
relevant factors.
4.2 The Concessionaire shall provide to the Safety Consultant. in four copies. the
relevant drawings containing the design details that have a bearing on safety
of Users (the "Safety Drawings"). Such design details shall include
horizontal and vertical alignments; sightlines; layouts of intersections;
interchanges; road cross-section; bridges and culverts; side drains; provision
for parked vehicles, slow moving vehicles (tractors, bullock carts. bicycles)
and pedestrians; bus bays; truck lay-bys; and other incidental or
consequential information. The Safety Consultant shall review the design
details and forward three copies of the Safety Drawings with its
recommendations, if any, to the Independent Engineer who shall record its
comments, if any, and forward one copy each to the Authority and the
Concessionaire.
4.3 The accident data and the design details shall be compiled, analysed and
used by the Safety Consultant for evolving a package of recommendations
consisting of safety related measures for the Project Highway. The safety
audit shall be completed in a period of three months and a report thereof (the
"Safety Report") shall be submitted to the Authority, in five copies. One
copy each of the Safety Report shall be forwarded by the Authority to the
Concessionaire and the Independent Engineer forthwith.
4.4 The Concessionaire shall endeavour to incorporate the recommendations of

the Safety Report in the design of the Project Highway, as may reasonably be
required in accordance with Applicable Laws, Applicable Permits, Manuals
and Guidelines of MOSRTH and IRC, Specifications and Standards, and
Good Industry Practice. If the Concessionaire does not agree with any or all
of such recommendations, it shall state the reasons thereof and convey them
to the Authority forthwith. In the event that any or all of the works and
s recommended in the Safety Report fall beyond the scope p~>:i-:%
le-B, Schedule-C or Schedule-D, the Concessionaire shall mak ';;y' ,
> m ct
-1 tC
tghwoj
report thereon and seek the instructions of the Authority for funding such
works in accordance with the provisions of Article 18.
4.5 Without prejudice to the provisions of Paragraph 4.4,the Concessionaire and

the Independent Engineer shall, within 15 (fifteen) days of receiving the
Safety Report, send their respective comments thereon to the Authority, and
no later than 15 (fifteen) days of receiving such comments, the Authority
shall review the same alongwith the Safety Report and by notice direct the
Concessionaire to cany out any or all of the recommendations contained
therein with such modifications as the Authority may specify; provided that
any works or services required to be undertaken hereunder shall be governed
by the provisions of Article 18.
5 Safety measures during Construction Period
5.1 A Safety Consultant shall be appointed by the Authority, no later than 4

(four) months prior to the expected Project Completion Date, for carrying out
a safety audit of the completed Construction Works.
The Safety Consultant shall collect and analyse the accident data for the
preceding two years in the manner specified in Paragraph 4.1 of this
Schedule-L. It shall study the Safety Report for the Development Period and
inspect the Project Highway to assess the adequacy of safety measures. The
Safety Consultant shall complete the safety audit within a period of 4 (four)
months and submit a Safety Report recommending a package of additional
road safety measures, if any, that are considered essential for reducing
accident hazards on the Project Highway. Such recommendations shall be
processed, mutatis mutandis, and acted upon in the manner set forth in
Paragraphs 4.3,4.4and 4.5 of this Schedule-L.
5.3 The Concessionaire shall make adequate arrangements during the

Construction Period for the safety of workers and road Users in accordance
with the guidelines of IRC for safety in construction zones, and notify the
Authority and the Independent Engineer about such arrangements.
6 Safety measures during Operation Period

6.1 The Concessionaire shall develop, implement and administer a surveillance
and safety programme for Users, including correction of safety violations
and deficiencies and all other actions necessary to provide a safe
environment in accordance with this Agreement.
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 of the HSMU. Such officer shall have specialist
'
and training in road safety and traffic engineering by having
course conducted by a reputed organisation on the subject.
'\
'? ?Q
. . .
,> 4.
6.3 The Concessionaire shall keep a copy of every FIR recorded by the Police
with respect to any accident occurring on the Project Highway. In addition,
the Concessionaire shall also collect data for all cases of accidents not
recorded by the Police but where a vehicle rolled over or had to be towed
away. The information SO collected shall be sumrnarised in the form
prescribed by IRCI MOSRTH for this purpose. The Concessionaire shall also
record the exact location of each accident on a road map. The aforesaid data
shall be submitted to the Authority at the conclusion of every quarter and to
the Safety Consultant as and when appointed.
6.4 The Concessionaire shall submit to the Authority before the 31st (thirty first)
May of each year, an annual report (in ten copies) containing, without
limitation, a detailed listing and analysis of all accidents of the preceding
Accounting Year and the measures taken by the Concessionaire pursuant to
the provisions of Paragraph 6.1 of this Schedule-L for averting or minimising
such accidents in future.
6.5 Once in every Accounting Year, a safety audit shall be carried out by the
Safety Consultant to be appointed by the Authority. It shall review and
analyse the annual report and accident data of the preceding year, and
undertake an inspection of the Project Highway. The Safety Consultant shall
complete the safety audit within a period of 1 (one) month and submit a
Safety Report recommending specific improvements, if any, required to be
made to the road, bridges, culverts, markings, signs, road furniture and
Project Facilities, including cattle crossings and pedestrian crossings. Such
recommendations shall be processed, mutatis mutandis, and acted upon in
the manner set forth in Paragraphs 4.3,4.4 and 4.5 of this Schedule-L.
7 Costs and expenses
Costs and expenses incurred in connection with the Safety Requirements set
forth herein, including the provisions of Paragraph 2 of this Schedule, shall
be met in accordance with Article 18, and in particular, the remuneration of
the Safety Consultant, safety audit, and costs incidental thereto, shall be met
out of the Safety Fund.
SCHEDULE -M
(See Clause19.5)
MONTHLY FEE STATEMENT
Project Highway: Month:
Note 1: The above statement does not include Local Users and vehicles travelling on
Passes
Note 2: Monthly Fee Statements for Passes have been prepared separately in the
above format and are enclosed.
Remarks, if any:
SCHEDULE.-N
(See Clause22.I )
WEEKLY TRAFFIC CENSUS
Project Highway: Agra - Aligarh Week ending:

WEEKLY REPORT FOR WEIGH STATIONS
Project Highway: Agra - Aligarh Week ending:
Type of Vehicle Permitted No. of No. of Vehicles carrying load:

Gross Vehicles
Vehicle weighed
Weight (Sample
(Tonnes) size)
Within Up to Over 10% Over 20%
permissible 10% in and up to in excess
limits excess 20% in
excess
(1) (2) (3) (4) (5) (6) (7)
A LCV
B Truck
C Multi-axle
Truck
D Total
Note: Sample size shall not be less than 200 Trucks per week and 20 Trucks per
day, and should include a proportionate number of Multi-axle Trucks.
Remarks, if any:
SCHEDULE 4
(See Clause 22.3.1)
TRAFFIC SAMPLING
1 Traffic sampling
The Authority may, in its discretion and at its own cost, undertake traffic
sampling, pursuant to Clause 22.3, in order to determine the actual traffic on
the Project Highway. Such traffic sampling shall be undertaken through the
Independent Engineer in the manner set forth below.
2 Manual traffic count
The Independent Engineer shall employ the required number of enumerators

who shall count, classify and record all the vehicles as they pass by, and
divide the survey into fixed time periods. The count stations shall be located
near the Toll Plazas on a straight section of the road with good visibility. The
survey shall be conducted continuously for a minimum of 24 (twenty four)
hours and maximum of 7 (seven) days at a time. The count period shall be 15
(fifteen) minutes with results summarised hourly.
3 Automatic traffic count
For automatic traffic count to be conducted on intermittent (non-continuous).

basis, the Independent Engineer shall use suitable and standardised
equipment to classify and record the range of vehicles passing through the
Toll Plazas. For this purpose, the counter shall be checked wjth at least 100
(one hundred) vehicles, including all major vehicle types, over a range of
speeds to ensure that all vehicles are being counted and classified correctly.
4 Variation between manual and automatic count
Average Daily Traffic (ADT) for each type of vehicle shall be determined
separately by the aforesaid two methods and in the event that the number of
vehicles in any category, as counted by the manual method, varies by more
than 1% (one per cent) of the number of such vehicles as counted by the
automatic method, the manual and automatic count of such category of
vehicles shall be repeated, and in the event of any discrepancy between the
two counts in the second enumeration, the average thereof shall be deemed to
be the actual traffic. For the avoidance of doubt, it is expressly agreed that
the Authority may, in consultation with the Concessionaire, adopt modified
or alternative processes of traffic sampling for improving the reliability of
such sampling.
SCHEDULE -P
(See Clause 23.1)
SELECTION OF INDEPENDENT ENGINEER
1 Selection of Independent Engineer
1.1 The provisions of Part I1 of the Standard Bidding Documents for

Consultancy Assignments: Time Based (Volume V) issued by the Ministry
of Finance, GO1 in July, 1997 or any substitute thereof shall apply, mutatis
mutandis, for invitation of bids and evaluation thereof save as otherwise
provided herein.
1.2 The Authority shall invite expressions of interest from consulting

engineering firms or bodies corporate to undertake and perform the duties
and functions set forth in Schedule-Q and thereupon shortlist 10 (ten)
qualified firms in accordance with pre-determined criteria. The Authority
shall convey the aforesaid list of firms to the Concessionaire for scrutiny and
comments, if any. The Concessionaire shall be entitled to scrutinise the
relevant records of the Authority to ascertain whether the selection of firms
has been undertaken in accordance with the prescribed procedure and it shall
send its comments, if any, to the Authority within 15 (fifteen) days of
receiving the aforesaid list of firms. Upon receipt of such comments, if any,
the Authority shall, after considering all relevant factors, finalise and
constitute a panel of 10 (ten) firms (the "Panel of Firms") and convey its
decision to the Concessionaire.
I .3 The Authority shall invite the aforesaid firms in the Panel of Firms to submit
their respective technical and financial offers, each in a separate sealed
cover. All the technical bids so received shall be opened and pursuant to the
evaluation thereof, the Authority shall shortlist 3 (three) eligible firms on the
basis of their technical scores. The financial bids in respect of such 3 (three)
firms shall be opened and the order of priority as among these firms shall be
determined on the basis of a weighted evaluation where technical and
financial scores shall be assigned respective weights of 80:20.
1.4 In the event that the Authority shall follow the selection process specified in
the Model RFP for selection of Technical Consultants, as published by the
Ministry of Finance1 Planning Commission, the selection process specified in
this Schedule-P shall be deemed to be substituted by the provisions of the
said Model RFP and the Concessionaire shall be entitled to scrutinise the
relevant records forming part of such selection process.
2 Fee and expenses
2.1 In determining the nature and quantum of duties and services to be

performed by the Independent Engineer during the Development Period and
Construction Period, the Authority shall endeavour that payments to the
ndent Engineer on account of fee and expenses do not
er cellt) of the Total Project Cost. Payments not exceeding
". -3
C;
. .:.,.: .
..--.-I .
(two per cent) shall be borne equally by the Authority and the
Concessionaire in accordance with the provisions of this Agreement and any
payments in excess thereof shall be bome entirely by the Authority.
2.2 The nature and quantum of duties and services to be performed by the
Independent Engineer during the Operation Period shall be determined by
the Authority in conformity with the provisions of this Agreement and with
due regard for economy in expenditure. All payments made to the
Independent Engineer on account of fee and expenses during the Operation
Period shall be bome equally by the Authority and the Concessionaire.
3 Constitution of fresh panel
No later than 3 (three) years from the date of this Agreement, and every 3
(three) years thereafter, the Authority shall prepare a fresh panel of firms in
accordance with the criteria set forth in this Schedule-P; provided that the
Authority may, at any time, prepare a fresh panel with prior written consent
of the Concessionaire.
4 Appointment of government entity as Independent Engineer
Notwithstanding anything to the contrary contained in this Schedule, the

Authority may in its discretion appoint a government-owned entity as the
Independent Engineer; provided that such entity shall be a body corporate
having as one of its primary function the provision of consulting, advisory
and supervisory services for engineering projects; provided further that a
government-owned entity which is owned or controlled by the Authority
andlor MoSRTH shall not be eligible for appointment as Independent
Engineer.
SCHEDULE -Q
(See Clause 23.2.1)
TERMS OF REFERENCE FOR INDEPENDENT ENGINEER
1 Scope
1.I These Terms of Reference for the Independent Engineer (the "TOR) are
being specified pursuant to the Concession Agreement dated ............ ...
(the "Agreement"), which has been entered into between the Authority and
Brijbhoomi Expressway Private Limited (the "Concessionaire") for for
Two-Laning with paved shoulder of Agra-Aligarh section section (km.O.OOO
to km 79.000) of National Highway No. 93 (the "Project Highway") on
design, build, finance, operate and transfer (DBFOT) basis, and a copy of
which is annexed hereto and marked as Annex-A to form part of this TOR.
1.2 This TOR shall apply to construction, operation and maintenance of the
Two-Lane Project Highway.
2 Definitions and interpretation
2.1 The words and expressions beginning with or in capital letters used in this
TOR and not defined herein but defined in the Agreement shall have, unless
repugnant to the context, the meaning respectively assigned to them in the
Agreement.
2.2 References to Articles,.Clauses and Schedules in this TOR shall, except

where the context otherwise requires, be deemed to be references to the
Articles, Clauses and Schedules of the Agreement, and references to
Paragraphs shall be deemed to be references to Paragraphs of this TOR.
2.3 The rules of interpretation stated in Clauses 1.2, 1.3 and 1.4 of the
*. Agreement shall apply, mutatis mutandis, to this TOR.
3 Role and functions of the Independent Engineer
3.1 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

in Paragraph 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
A \
view, inspection and monitoring of Divestment Require
.-
.f
.3
P-
t
set forth in Paragraph 7;
(vi) determining, as required under the Agreement, the costs of any works
or services andlor their reasonableness;
(vii) determining, as required under the Agreement, the period or any

extension thereof, for performing any duty or obligation;
(viii) assisting the Parties in resolution of disputes as set forth in Paragraph

9; and
(ix) undertaking all other duties and functions in accordance

with the Agreement.
3.2 The Independent Engineer shall discharge its duties in a fair, impartial and
efficient manner, consistent with the highest standards of professional
integrity and Good Industry Practice.
4 Development Period
4.1 During the Development Period, the Independent Engineer shall undertake a
detailed review of the Drawings to be furnished by the Concessionaire along
with supporting data, including the geo-technical and hydrological
investigations, characteristics of materials from borrow areas and quarry
sites: topographical surveys and traffic surveys. The Independent Engineer
shall complete such review and send its comments/observations to the
Authority and the Concessionaire within 15 (fifteen) days of receipt of such
Drawings. In particular, such comments shall specify the conformity or
otherwise of such Drawings with the Scope of the Project and Specifications
and Standards.
4.2 The Independent Engineer shall review any modified Drawings or

supporting Documents 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 Safety
Consultant in accordance with Schedule-L and furnish its comments thereon
to the Authority and the Concessionaire within 7 (seven) days of receiving
such Drawings. The Independent Engineer shall also review the Safety
Report and furnish its comments thereon to the Authority within 15 (fifteen)
days of receiving such report.
4.4 The Independent Engineer shall review the detailed design, construction
methodology, quality assurance procedures and the procurement,
engineering and construction time schedule sent to it by the Concessionaire
an$ furnish its comments within 15 (fifteen) days of receipt thereof.
4.5 Upon reference by the Authority, the Independent Engineer shall review and
ent on the EPC Contract or any other contract for construction,,
ation and maintenance of the Project Highway, and furnish its A
in 7 (seven) days from receipt of such reference from the

5 Construction Period
5.1 In respect of the Drawings, Documents and Safety Report received by the
lndependent Engineer for its review and comments during the Construction
Period, the provisions of Paragraph 4 shall apply, mutaris mutandis.
5.2 The lndependent Engineer shall review the monthly progress report
furnished by the Concessionaire and send its comments thereon to the
Authority and the Concessionaire within 7 (seven) days of receipt of such
report.
5.3 The Independent Engineer shall inspect the Construction Works and the
Project Highway once every month, preferably after receipt of the monthly
progress report from the Concessionaire, but before the 20th (twentieth) day
of each month in any case, and make out a report of such inspection (the
''Inspection Report") setting forth an overview of the status, progress,
quality and safety of construction, including the work methodology adopted,
the materials used and their sources, and conformity of Construction Works
with the Scope of the Project and the Specifications and Standards. In a
separate section of the Inspection Report. the Independent Engineer shall
describe in reasonable detail the lapses. defects or deficiencies observed by it
in the construction of the Project Highway. The lnspection Report shall also
contain a review of the maintenance of the existing lanes in conformity with
the provisions of the Agreement. The Independent Engineer shall send a
copy of its lnspection Report to the Authority and the Concessionaire within
7 (seven) days of the inspection.
5.4 The Independent Engineer may inspect the Project Highway more than once
in a month if any lapses, defects or deficiencies require such inspections.
5.5 For determining that the Construction Works conform to Specifications and
Standards, the Independent Engineer shall require the Concessionaire to
cany out, or cause to be canied out, tests on a sample basis, to be specified
by the Independent Engineer in accordance with Good Industry Practice for
quality assurance. For purposes of this Paragraph 5.5, the tests specified in
the IRC Special Publication-1 1 (Handbook of Quality Control for
Construction of Roads and Runways) and the Specifications for Road and
Bridge Works issued by MOSRTH (the "Quality Control Manuals") or any
modification~substitutionthereof shall be deemed to be tests conforming to
Good Industry Practice for quality assurance. The Independent Engineer
shall issue necessary directions to the Concessionaire for ensuring that the
tests are conducted in a fair and efficient manner, and shall monitor and
review the results thereof.
5.6 The sample size of the tests, to be specified by the lndependent Engineer
under Paragraph 5.5, shall comprise 10% (ten per cent) of the quantity or
number of tests prescribed for each category or type of tests in the Quality
Control Manuals; provided that the Independent Engineer may, for reasons
recorded in writing, increase the aforesaid sample size by up to 10%
A r cent) for certain categories or types of tests.
:JP'
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 in accordance with the Quality Control Manuals. The tests shall be
undertaken on a random sample basis and shall be in addition to, and
independent of, the tests that may be carried out by the Concessionaire for its
own quality assurance in accordance with Good Industry Practice.
5.8 In the event that the Concessionaire carries out any remedial works for
removal or rectification of any defects or deficiencies, the Independent
Engineer shall require the Concessionaire to carry out, or cause to be carried
out, tests to determine that such remedial works have brought the
Construction Works into conformity with the Specifications and Standards,
and the provisions of this Paragraph 5 shall apply to such 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 construction and identify potential delays, if any. If the
Independent Engineer shall determine that completion of the Project
Highway is not feasible within the time specified in the Agreement, it shall
require the Concessionaire to indicate within 15 (fifteen) days the steps
proposed to be taken to expedite progress, and the period within which the
Project Completion Date shall be achieved. Upon receipt of a report from the
Concessionaire, the Independent Engineer shall review the same and send its
comments to the Authority and the Concessionaire forthwith.
5.10 If at any time during the Construction Period, the Independent Engineer
determines that the Concessionaire has not made adequate arrangements for
the safety of workers and Users in the zone of construction or that any work
is being carried out in a manner that threatens the safety of the workers and
the Users, it shall make a recommendation to the Authority forthwith,
identifying the whole or part of the Construction Works that should be
suspended for ensuring safety in respect thereof.
5.1 1 In the event that the Concessionaire carries out any remedial measures to
secure the safety of suspended works and Users, it may, by notice in writing,
require the Independent Engineer to inspect such works, and within 3 (three)
days of receiving such notice, the Independent Engineer shall inspect the
suspended works and make a report to the Authority forthwith,
recommending whether or not such suspension may be revoked by the
Authority.
5.12 If suspension of Construction Works is for reasons not attributable to the

Concessionaire, the Independent Engineer shall determine the extension of
dates set forth in the Project Completion Schedule, to which the
Concessionaire is reasonably entitled, and shall notify the Authority and the
Concessionaire of the same.
5.13 The Independent Engineer shall cany out; or cause to be carried out, all the
Tests specified in Schedule-I and issue a Completion Certificate or A
Certificate, as the case may be. For carrying out its

der tKs Paragraph 5.13 and all matters incidental thereto, the Ind
-.. 3 1:
..0 r.
Engineer shall act under and in accordance with the provisions of Article 14
and Schedule-I.
5.14 Upon reference from the Authority, the Independent Engineer shall make a
fair and reasonable assessment of the costs of providing information, works
and services as set forth in Article 16 and certify the reasonableness of such
costs for payment by the Authority to the Concessionaire.
5.15 The Independent Engineer shall aid and advise the Concessionaire in
preparing the Maintenance Manual.
6 Operation Period
6.1 In respect of the Drawings, Documents and Safety Report received by the
Independent Engineer for its review and comments during the Operation
Period, the provisions of Paragraph 4 shall apply, mutatis mutandis.
6.2 The Independent Engineer shall review the annual Maintenance Programme
furnished by the Concessionaire and send its comments thereon to the
Authority and the Concessionaire within 15 (fifteen) days of receipt of the
Maintenance Programme.
6.3 The Independent Engineer shall review the monthly status report furnished
by the Concessionaire and send its comments thereon to the Authority and
the Concessionaire 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, but before the 20th (twentieth) day of each month in any
case, and make out an O&M Inspection Report setting forth an overview of
the status, quality and safety of O&M including its conformity with the
Maintenance Requirements and Safety Requirements. In a separate section of
the O&M Inspection Report, the Independent Engineer shall describe in
reasonable detail the lapses, defects or deficiencies observed by it in O&M
of the Project Highway. The Independent Engineer shall send a copy of its
O&M Inspection Report to the Authority and the Concessionaire within 7
(seven) days of the inspection.
6.5 The Independent Engineer may inspect the Project Highway more than once
in a month, if any lapses, defects or deficiencies require such inspections.
6.6 The Independent Engineer shall in its O&M Inspection Report specify the
tests, if any, that the Concessionaire shall carry out, or cause to be carried
out, for the purpose of determining that the Project Highway is in conformity
with the Maintenance Requirements. It shall monitor and review the results
of such tests and the remedial measures, if any, taken by the Concessionaire
in this behalf.
respect of any defect or deficiency referred to in Paragraph 3 of Schedule-

A
the %dependent Engineer shall, in conformity with Good Industry
tice, specify the permissible limit of deviation or deteriorati
:: 6
reference to the Specifications and Standards and shall also specify the time
limit for repair or rectification of any deviation or deterioration beyond the
permissible limit.
6.8 The Independent Engineer shall determine if any delay has occurred in
completion of repair or remedial works in accordance with the Agreement,
and shall also determine the Damages, if any, payable by the Concessionaire
to the Authority for such delay.
6.9 The Independent Engineer shall examine the request of the Concessionaire
for closure of any lane(s) of the carriageway for undertaking
maintenancelrepair thereof, keeping in view the need to minimise disruption
in trafic and the time required for completing such maintenancelrepair in
accordance with Good Industry Practice. It shall grant permission with such
modifications, as it may deem necessary, within 3 (three) days of receiving a
request from the Concessionaire. Upon expiry of the permitted period of
closure, the Independent Engineer shall monitor the re-opening of such
lane(s), and in case of delay, determine the Damages payable by the
Concessionaire to the Authority under Clause 17.7.
6.10 The Independent Engineer shall monitor and review the curing of defects and
deficiencies by the Concessionaire as set forth in Clause 19.4.
6.1 1 In the event that the Concessionaire notifies the Independent Engineer of any
modifications that it proposes to make to the Project Highway, the
Independent Engineer shall review the same and send its comments to the
Authority and the Concessionaire within 15 (fifteen) days of receiving the
proposal.
6.12 The Independent Engineer shall undertake traffic sampling, as and when
required by the Authority, under and in accordance with Article 22 and
Schedule-0.
7 Termination
7.1 At any time, not earlier than 90 (ninety) days prior to Termination but not
later than 15 (fifteen) days prior to such Termination, the Independent
Engineer shall, in the presence of a representative of the Concessionaire,
inspect the Project Highway for determining compliance by the
Concessionaire with the Divestment Requirements set forth in Clause 38.1
and, if required, cause tests to be carried out at the Concessionaire's cost for
determining such compliance. If the Independent Engineer determines that
the status of the Project Highway is such that its repair and rectification
would require a larger amount than the sum set forth in Clause 39.2, it shall
recommend retention of the required amount in the Escrow Account and the
period of retention thereof.
7.2 The Independent Engineer shall inspect the Project Highway once in every
15(fifteen) days during a period of 90 (ninety) days after
termining the liability of the Concessionaire under Article 39, i
or deficiencies specified therein. If any such defect
is found by the Independent Engineer, it shall make a report in reasonable
detail and send it forthwith to the Authority and the Concessionaire.
8 Determination of costs and time
8.1 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, that is required to be determined by it under the Agreement.
9 Assistance in Dispute resolution
9.1 When called upon by either Party in the event of any Dispute, the
Independent Engineer 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,
scope and 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 a reasoned written statement relying on good industry
practice and authentic literature.
10 Other duties and functions
The Independent Engineer shall perform all other duties and functions
specified in the Agreement.
11 Miscellaneous
11.1 The Independent Engineer shall notify its programme of inspection to the
Authority and to the Concessionaire, who may, in their discretion, depute
their respective representatives to be present during the inspection.
11.2 A copy of all communications, comments, instructions, Drawings or

Documents sent by the Independent Engineer to the Concessionaire pursuant
to this TOR, and a copy of all the test results with comments of the
Independent Engineer thereon shall be furnished by the Independent
Engineer to the Authority forthwith.
11.3 The Independent Engineer shall obtain, and the Concessionaire shall furnish
in two copies thereof, all communications and reports required to be
submitted, under this Agreement, by the Concessionaire to the Independent
Engineer, whereupon the Independent Engineer shall send one of the copies
to the Authority along with its comments thereon.
11.4 The Independent Engineer shall retain at least one copy each of all Drawings
and Documents received by it, including 'as-built' Drawings, and keep them
its safe custody.
A '
shall duly classify and list all Drawings, Documents, results of tests and
other relevant records, and hand them over to the Authority or such other
person as the Authority may specify, and obtain written receipt thereof. Two
copies of the said documents shall also be h i s h e d in micro film form or in
such other medium as may be acceptable to the Authority.
SCHEDULE -R
(See Clause 27.1.1)
FEE NOTIFICATION
MINISTRY O F ROAD TRANSPORT AND HIGHWAYS
NOTIFICATION
New Delhi, the ...... 20...

S.O. .............. Whereas, by the notification of the Government of India
in the Ministry of Road Transport and Highways, number ***** dated the
*****, issued under section 11 of the National Highways Authority of lndia
Act, 1988 (68 of 1988), the Central Government has entrusted the section of
National Highway from Km 0.000 to Km 79.000 (Agra-Aligarh section) of
National Highway No. 93 in the state of Uttar Pradesh to the National
Highways Authority of lndia (hereinafter referred to as the "Authority");
And Whereas, pursuant to the provisions of section 14 of the said

Act, the Authority has entered into an agreement with Brijbhoomi
Expressway Private Limited, a company incorporated under the provisions
of the Companies Act, 1956 and having its registered office at A-608, Near
Durga Park, Kamala Nagar Main Market, Agra - 282005, Uttar Pradesh
(hereinafter referred to as "Concessionaire") for the development of the Agra -
Aligarh section from Km 0.000 to Km 79.000 (hereinafter referred to as the
said section) of the National Highway No. 93 on Design, Build, Finance,
Operate and Transfer (DBFOT) basis;
Now, therefore, in exercise of the powers conferred by section 8A of

the National Highways Act, 1956 (48 of 1956), read with Rule 3 of the
National Highways Fee (Determination of Rates and Collection) Rules, 2008,
the Central Government, having regard to the expenditure involved in
building, maintenance, management and operation of the said section of the
said national highway, interest on the capital invested, reasonable return, the
volume of traffic and the period of said agreement between the Authority and
the Concessionaire, hereby notifies that there shall be levied and collected fees
on mechanical vehicles for the use of the section from Km 0.000 to Km
79.000 (Agra - Aligarh Section) of National ~ i ~ b No. w a93,~ including the
permanent bridge/ bypass and structures, in the State of Uttar Pradesh
at the rates specified in the aforesaid Rules and authorises the said
ssionaire to collect and retain the said fees on and from the date of
A
ercial operation of the said section of national highway, subject to and
'"5
23
in accordance with the said Rules and the provisions of the aforesaid
agreement.
The fee levied and collected hereunder shall be due and payable at
the following Toll Plazas for the distance specified for each such Toll Plaza:
S. No. Location of Toll Plaza Length (in km) for which Fee
(chainage) is payable
2 Krn 70-71 40
F.No. RWINH- ...............
(Name)
Deputy Secretary
Government of India
SCHEDULE -S
(See Clause 31.1.2)
ESCROW AGREEMENT
THIS ESCROW AGREEMENT is entered into on this the ........ day of ..........
20 ....
AMONGST

incorporated under the provisions of the Companies Act, 1956 and having its
registered office at A-608, Near Durga Park, Karnala Nagar Main Market,
Agra - 282005, Uttar Pradesh, (hereinafter referred to as the
"Concessionaire" which expression shall, unless repugnant to the context or
meaning thereof, include its successors and permitted assigns and
substitutes);
2 ..................... name and particulars of Lenders' Representative and

having its registered office at ............... acting for and on behalf of the
Senior Lenders as their duly authorised agent with regard to matters arising
out of or in relation to this Agreement (hereinafter referred to as the
"Lenders' Representative" which expression shall, unless repugnant to the
context or meaning thereof, include its successors and substitutes);
3 ......................name and particulars of the Escrow Bank and having its

registered ofice at ......................... hereinafter referred to as the
"Escrow B a n k which expression shall, unless repugnant to the context or
meaning thereof, include its successors and substitutes); and
4 The National Highways Authority of India, established under the National

Highways Authority Act 1988, represented by its Chairman and having its
principal offices at G-5 & 6, Sector 10, Dwarka, New Delhi-110075
(hereinafter referred to as the "Authority" which expression shall, unless
repugnant to the context or meaning thereof, include its administrators,
successors and assigns).
WHEREAS:
(A) The Authority has entered into a Concession Agreement dated

.................... with the Concessionaire (the "Concession Agreement") for
Two-Laning of the Agra - Aligarh section (krn 0.000 to krn 79.000) of
National Highway No. 93 in the States of Uttar Pradesh on design, build,
finance, operate and transfer (DBFOT) basis, and a copy of which is annexed
hereto and marked as Annex-A to form part of this Agreement.
(B) Senior Lenders have agreed to finance the Project in accordance with the
terms and conditions set forth in the Financing Agreements.
oncesiion Agreement requires the Concessionaire to

Account, inter alia, on the terms and conditions stated therein.
? ?$
: iJ
NOW, THEREFORE, in consideration of the foregoing and the respective
covenants and agreements set forth in this Agreement, the receipt and sufficiency of
which is hereby acknowledged, and intending to be legally bound hereby, the Parties
agree as follows:
1 DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this Agreement, the following words and expressions shall, unless

repugnant to the context or meaning thereof, have the meaning hereinafter
respectively assigned to them:
"Agreement" means this Escrow Agreement and any amendment thereto

made in accordance with the provisions contained herein;
"Concession Agreement" means the Concession Agreement referred to in

Recital (A) above and annexed hereto as Annex-A, and shall include all of its
Recitals and Schedules and any amendments made thereto in accordance
with the provisions contained in this behalf therein;
"Cure Period" means the period specified in this Agreement for curing any
breach or default of any provision of this Agreement by the Concessionaire,
and shall commence from the date on which a notice is delivered by the
Authority or the Lenders' Representative, as the case may be, to the
Concessionaire asking the latter to cure the breach or default specified in
such notice;
' L E ~Account"
~ r ~ ~means an escrow account. established in terms of and
under this Agreement, and shall include the Sub-Accounts;
"Escrow Default" shall have the meaning ascribed thereto in Clause 6.1;
"Lenders' Representative" means the person referred to as the Lenders'

Representative in the foregoing Recitals;
mean any of the Parties to this Agreement individually;
"Payment Date" means, in relation to any payment specified in Clause 4.1,

the date(s) specified for such payment; and
"Sub-Accounts" means the respective Sub-Accounts of the Escrow

Account, into which the monies specified in Clause 4.1 would be credited
every month and paid out if due, and if not due in a month then appropriated
proportionately in such month and retained in the respective Sub Accounts
and paid out therefrom on the Payment Date(s).
1.2 Interpretation
.
References to Lenders' Representative shall, unless repugnant to -
r meaning thereof, mean references to the Lenders'
-. :F
.. J
rh NH-93 Highway
for and on behalf of Senior Lenders.
1.2.2 The words and expressions beginning with capital letters and defined in this
Agreement shall have the meaning ascribed thereto herein, and the words
and expressions used in this Agreement and not defined herein but defined in
the Concession Agreement shall, unless repugnant to the context, have the
meaning ascribed thereto in the Concession Agreement.
1.2.3 References to Clauses are, unless stated otherwise, references to Clauses of

this Agreement.
1.2.4 The rules of interpretation stated in Clauses 1.2, 1.3 and 1.4 of the
Concession Agreement shall apply, mutatis mutandis, to this Agreement.
2 ESCROW ACCOUNT
2.1 Escrow Bank to act as trustee
2.1 .I The Concessionaire hereby appoints the Escrow Bank to act as trustee for the
Authority, the Lenders' Representative and the Concessionaire in connection
herewith and authorises the Escrow Bank to exercise such rights, powers,
authorities and discretion as are specifically delegated to the Escrow Bank by
the terms hereof together with all such rights, powers, authorities and
discretion as are reasonably incidental hereto, and the Escrow Bank accepts
such appointment pursuant to the terms hereof.
2.1.2 The Concessionaire hereby declares that.all rights, title and interest in and to
the Escrow Account shall be vested in the Escrow Bank and held in trust for
the Authority, the Lenders' Representative and the Concessionaire, and
applied in accordance with the terms of this Agreement. No person other
than the Authority, the Lenders' Representative and the Concessionaire shall
have any rights hereunder as the beneficiaries of, or as third party
beneficiaries under this Agreement.
2.2 Acceptance of Escrow Bank
The Escrow Bank hereby agrees to act as such and to accept all payments
and other amounts to be delivered to and held by the Escrow Bank pursuant
to the provisions of this Agreement. The Escrow Bank shall hold and
safeguard the Escrow Account during the term of this Agreement and shall
treat the amount in the Escrow Account as monies deposited by the
Concessionaire, Senior Lenders or the Authority with the Escrow Bank. In
performing its functions and duties under this Agreement, the Escrow Bank
shall act in trust for the benefit of, and as agent for, the Authority, the
Lenders' Representative and the Concessionaire or their nominees,
successors or assigns, in accordance with the provisions of this Agreement.
2.3 Establishment and operation of Escrow Account
30 (thirty) days from the date of this Agreement, and in

the Appointed Date, the Concessionaire shall open and
-- d- q
Escrow Account with the ............................ (name of Branch) Branch
of the Escrow Bank. The Escrow Account shall be denominated in Rupees.
2.3.2 The Escrow Bank shall maintain the Escrow Account in accordance with the
terms of this Agreement and its usual practices and applicable regulations,
and pay the maximum rate of interest payable to similar customers on the
balance in the said account from time to time.
2.3.3 The Escrow Bank and the Concessionaire shall, after consultation with the
Lenders' Representative, agree on the detailed mandates, terms and
conditions, and operating procedures for the Escrow Account, but in the
event of any conflict or inconsistency between this Agreement and such
mandates, terms and conditions, or procedures, this Agreement shall prevail.
2.4 Escrow Bank's fee
The Escrow Bank shall be entitled to receive its fee and expenses in an
amount, and at such times, as may be agreed between the Escrow Bank and
the Concessionaire. For the avoidance of doubt, such fee and expenses shall
form part of the O&M Expenses and shall be appropriated from the Escrow
Account in accordance with Clause 4.1.
2.5 Rights of the parties
The rights of the Authority, the Lenders' Representative and the

Concessionaire in the monies held in the Escrow Account are set forth in
their entirety in this Agreement and the Authority, the Lenders'
Representative and the Concessionaire shall have no other rights against or
to the monies in the Escrow Account.
2.6 Substitution of the Concessionaire
The Parties hereto acknowledge and agree that upon substitution of the
Concessionaire with the Nominated Company, pursuant to the Substitution
Agreement, it shall be deemed for the purposes of this Agreement that the
Nominated Company is a Party hereto and the Nominated Company shall
accordingly be deemed to have succeeded to the rights and obligations of the
Concessionaire under this Agreement on and with effect from the date of
substitution of the Concessionaire with the Nominated Company.
3 DEPOSITS INTO ESCROW ACCOUNT
3.1 Deposits by the Concessionaire
3.1 . I The Concessionaire agrees and undertakes that it shall deposit into andlor
credit the Escrow Account with:
(a)
.. all monies received in relation to the Project from any source,
cluding the Senior Lenders, lenders of subordinated Debt and the
funds received by the Concessionaire from its

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'
r
any manner or form;
(c) all Fee levied and collected by the Concessionaire;
(d) any other revenues, rentals, deposits or capital receipts, as the case
may be, from or in respect of the Project Highway; and
(e) all proceeds received pursuant to any insurance claims.
3.1.2 The Concessionaire may at any time make deposits of its other h n d s into the
Escrow Account, provided that the provisions of this Agreement shall apply
to such deposits.
3.2 Deposits by the Authority
The Authority agrees and undertakes that, as and when due and payable, it
shall deposit into and/or credit the Escrow Account with:
(a) Grant and any other monies disbursed by the Authority to

the Concessionaire;
(b) Revenue Shortfall Loan;
(c) all Fee collected by the Authority in exercise of its rights under the
Concession Agreement; and
(d) Termination Payments:
Provided that, notwithstanding the provisions of Clause 4.1 .I, the Authority
shall be entitled to appropriate from the aforesaid amounts, any Concession
Fee due and payable to it by the Concessionaire, and the balance remaining
shall be deposited into the Escrow Account.
3.3 Deposits by Senior Lenders
The Lenders' Representative agrees, confirms and undertakes that the Senior
Lenders shall deposit into and/or credit the Escrow Account with all
disbursements made by them in relation to or in respect of the Project;
provided that notwithstanding anything to the contrary contained in this
Agreement, the Senior Lenders shall be entitled to make direct payments to
the EPC Contractor under and in accordance with the express provisions
contained in this behalf in the Financing Agreements.
3.4 Interest on deposits
The Escrow Bank agrees and undertakes that all interest accruing on the
. balances of the Escrow Account shall be credited to the Escrow Account;
provided that the Escrow Bank shall be entitled to appropriate therefrom the
fee and expenses due to it fiom the Concessionaire in relation to the Escrow
unt and credit the balance remaining to the Escrow Account.
h
DRAWALS FROM ESCROW ACCOUNT
' 7f
4.1 Withdrawals during Concession Period
4.1.1 At the beginning of every month, or at such shorter intervals as the Lenders'
Representative and the Concessionaire may by written instructions
determine, the Escrow Bank shall withdraw amounts from the Escrow
Account and appropriate them in the following order by depositing such
amounts in the relevant Sub-Accounts for making due payments, and if such
payments are not due in any month, then retain such monies in such Sub-
Accounts and pay out therefrom on the Payment Date(s):
(b) all payments relating to construction of the Project Highway, subject

to and in accordance with the conditions, if any, set forth in the
(c) O&M Expenses, subject to the ceiling, if any, set forth in the
(d) O&M Expenses incurred by the Authority, provided it certifies to the

Escrow Bank that it had incurred such expenses in accordance with
the provisions of the Concession Agreement and that the amounts
claimed are due to it from the Concessionaire;
(e) Concession Fee due and payable to the Authority;
(f) monthly proportionate provision of Debt Service due in an

Accounting Year;
(g) Deleted;
(h) all payments and Damages certified by the Authority as due and
payable to it by the Concessionaire pursuant to the Concession
Agreement, including repayment of Revenue Shortfall Loan;
(i) monthly proportionate provision of debt service payments due in an

Accounting Year in respect of Subordinated Debt;
(i) any reserve requirements set forth in the Financing Agreements; and
(k) balance, if any, in accordance with the instructions of the

Concessionaire.
4.1.2 No later than 60 (sixty) days prior to the commencement of each Accounting
Year, the Concessionaire shall provide to the Escrow Bank, with prior
written approval of the Lenders' Representative, details of the amounts likely
to be required for each of the payment obligations set forth in this Clause
4.1; provided that such amounts may be subsequently modified, with prior
oval of the Lenders' Representative, if fresh
ing'the course of the year makes such modification
4.2 Withdrawals upon Termination
Upon Termination of the Concession Agreement, all amounts standing to the

credit of the Escrow Account shall, notwithstanding anything in this
Agreement, be appropriated and dealt with in the following order:
(b) 90% (ninety per cent) of Debt Due excluding Subordinated Debt;
(c) outstanding Concession Fee;
(d) all payments and Damages certified by the Authority as due and
payable to it by the Concessionaire pursuant to the Concession
Agreement, including repayment of Revenue Shortfall Loan and any
claims in connection with or arising out of Termination;
(e) retention and payments arising out of, or in relation to, liability for
defects and deficiencies set forth in Article 39 of the Concession
Agreement;
(f) outstanding Debt Service including the balance of Debt Due;
(g) outstanding Subordinated Debt;
(h) incurred or accrued 0 & M Expenses;
(i) any other payments required to be made under the Concession

Agreement; and
6) balance, if any, in accordance with the instructions of the

Concessionaire:
Provided that the disbursements specified in Sub-clause Cj) of this Clause 4.2
shall be undertaken only after the Vesting Certificate has been issued by the
Authority.
43 Application of insufficient funds
Funds in the Escrow Account shall be applied in the serial order of priority
set forth in Clauses 4.1 and 4.2, as the case may be. If the funds available are
not sufficient to meet all the requirements, the Escrow Bank shall apply such
funds in the serial order of priority until exhaustion thereof.
4.4 Application of insurance proceeds
Notwithstanding anything in this Agreement, the proceeds from all insurance

claims, except life and injury, shall be deposited into and/or credited to the
Escrow Account and utilised for any necessary repair, reconstruction,
rn stateqent, replacement, improvement, delivery or
ct Highway, and the balance remaining, if any,
accordance with the provisions contained in this behalf in the Financing
Agreements.
4.5 Withdrawals during Suspension

Authority may exercise all or any of the rights of the Concessionaire during
the period of Suspension under Article 36 of the Concession Agreement.
Any instructions given by the Authority to the Escrow Bank during such
period shall be complied with as if such instructions were given by the
Concessionaire under this Agreement and all actions of the Authority
hereunder shall be deemed to have been taken for and on behalf of the
Concessionaire.
5 OBLIGATIONS O F THE ESCROW BANK
5.1 Segregation of funds
Monies and other property received by the Escrow Bank under this
Agreement shall, until used or applied in accordance with this Agreement, be
held by the Escrow Bank in trust for the purposes for which they were
received, and shall be segregated from other funds and property of the
Escrow Bank.
5.2 Notification of balances
7 (seven) business days prior to each Payment Date (and for this purpose the
Escrow Bank shall be entitled to rely on an affirmation by the
Concessionaire and/or the Lenders' Representative as to the relevant
Payment Dates), the Escrow Bank shall notify the Lenders' Representative
of the balances in the Escrow Account and Sub-Accounts as at the close of
business on the immediately preceding business day.
5.3 Communications and notices
In discharge of its duties and obligations hereunder, the Escrow Bank:
(a) may, in the absence of bad faith or gross negligence on its part, rely
as to any matters of fact which might reasonably be expected to be
within the knowledge of the Concessionaire upon a certificate signed
by or on behalf of the Concessionaire;
(b) may, in the absence of bad faith or gross negligence on its part, rely
upon the authenticity of any communication or document believed by
it to be authentic;
(c) shall, within 5 (five) business days a'fter receipt, deliver a copy to the
Lenders' Representative of any notice or document received by it in
its capacity as the Escrow Bank from the Concessionaire or any other
person hereunder or in connection herewith; and
shall, within 5 (five) business days after receipt, deliver a copy to the
,
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Concessionaire of any notice or document received by it from the
Lenders' Representative in connection herewith.
5.4 No set off
The Escrow Bank agrees not to claim or exercise any right of set off,
banker's lien or other right or remedy with respect to amounts standing to the
credit of the Escrow Account. For the avoidance of doubt, it is hereby
acknowledged and agreed by the Escrow Bank that the monies and
properties held by the Escrow Bank in the Escrow Account shall not be
considered as part of the assets of the Escrow Bank and being trust property,
shall in the case of bankruptcy or liquidation of the Escrow Bank, be wholly
excluded from the assets of the Escrow Bank in such bankruptcy or
liquidation.
5.5 Regulatory approvals
The Escrow Bank shall use its best efforts to procure, and thereafter maintain
and comply with, all regulatory approvals required for it to establish and
operate the Escrow Account. The Escrow Bank represents and warrants that
it is not aware of any reason why such regulatory approvals will not
ordinarily be granted to the Escrow Bank.
6 ESCROW DEFAULT
6.1 Escrow Default
6.1.1 Following events shall constitute an event of default by the Concessionaire

(anL'EscrowDefault") unless such event of default has occurred as a result of
Force Majeure or any act or omission of the Authority or the Lenders'
Representative:
(a) the Concessionaire commits breach of this Agreement by failing to

deposit any receipts into the Escrow Account as provided herein and
fails to cure such breach by depositing the same into the Escrow
Account within a Cure Period of 5 (five) business days;
(b) the Concessionaire causes the Escrow Bank to transfer funds to any
account of the Concessionaire in breach of the terms of this
Agreement and fails to cure such breach by depositing the relevant
funds into the Escrow Account or any Sub-Account in which such
transfer should have been made, within a Cure Period of 5 (five)
business days; or
(c) the Concessionaire commits or causes any other breach of the

provisions of this Agreement and fails to cure the same within a Cure
Period of 5 (five) business days.
6.1.2 Upon occurrence of an Escrow Default, the consequences thereof shafl be

ith under and in accordance with the provisions of the Concession
":?'.
7 TERMINATION O F ESCROW AGREEMENT
7.1 Duration of the Escrow Agreement
This Agreement shall remain in full force and effect so long as any sum
remains to be advanced or is outstanding from the Concessionaire in respect
of the debt, guarantee or financial assistance received by it from the Senior
Lenders, or any of its obligations to the Authority remain to be discharged,
unless terminated earlier by consent of all the Parties or otherwise in
accordance with the provisions of this Agreement.
7.2 Substitution of Escrow Bank
The Concessionaire may, by not less than 45 (forty five) days prior notice to
the Escrow Bank, the Authority and the Lenders' Representative, terminate
this Agreement and appoint a new Escrow Bank, provided that the new
Escrow Bank is acceptable to the Lenders' Representative and arrangements
are made satisfactory to the Lenders' Representative for transfer of amounts
deposited in the Escrow Account to a new Escrow Account established with
the successor Escrow Bank. The termination of this Agreement shall take
effect only upon coming into force of an Escrow Agreement with the
substitute Escrow Bank.
7.3 Closure of Escrow Account
The Escrow Bank shall, at the request of the Concessionaire and the
Lenders' Representative made on or after the payment by the Concessionaire
of all -outstanding amounts under the Concession Agreement and the
Financing Agreements including the payments specified in Clause 4.2, and
upon confirmation of receipt of such payments, close the Escrow Account
and Sub-Accounts and pay any amount standing to the credit thereof to the
Concessionaire. Upon closure of the Escrow Account hereunder, the Escrow
Agreement shall be deemed to be terminated.
8 SUPPLEMENTARY ESCROW AGREEMENT
8.1 Supplementary escrow agreement
The Lenders' Representative and the Concessionaire shall be entitled to enter

into a supplementary escrow agreement with the Escrow Bank providing,
inter alia, for detailed procedures and documentation for withdrawals from
Sub-Accounts pursuant to Clause 4.1.1 and for matters not covered under
this Agreement such as the rights and obligations of Senior Lenders and
lenders of Subordinated Debt, investment of surplus funds, restrictions on
withdrawals by the Concessionaire in the event of breach of this Agreement
or upon occurrence of an Escrow Default, procedures relating to operation of
-- the Escrow Account and withdrawal therefrom, reporting requirements and
any matters incidental thereto; provided that such supplementary escrow
t shall not contain any provision which is inconsistent with this
t and in the event of any conflict or
of this Agreement and such supplementary escrow
provisions of this Agreement shall prevail.
9 INDEMNITY
9.1.1 The Concessionaire will indemnify, defend and hold the Authority, Escrow
Bank and the Senior Lenders, acting through the Lenders' Representative,
harmless against any and all proceedings, actions and third party claims for
any loss, damage, cost and expense arising out of any breach by the
Concessionaire of any of its obligations under this Agreement or on account
of failure of the Concessionaire to comply with Applicable Laws and
Applicable Permits.
9.1.2 The Authority will indemnify, defend and hold the Concessionaire harmless
against any and all proceedings, actions and third party claims for any loss,
damage, cost and expense arising out of failure of the Authority to fulfil any
of its obligations under this Agreement materially and adversely affecting the
performance of the Concessionaire's obligations under the Concession
Agreement or this Agreement other than any loss, damage, cost and expense
arising out of acts done in discharge of their lawful functions by the
Authority, its officers, servants and agents.
9.1.3 The Escrow Bank will indemnify, defend and hold the Concessionaire
harmless against any and all proceedings, actions and third party claims for
any loss. damage, cost and expense arising out of failure of the Escrow Bank
to fulfil its obligations under this Agreement materially and adversely
affecting the performance of the Concessionaire's obligations under the
Concession Agreement other than any loss, damage, cost and expense,
arising out of acts done in discharge of their lawful functions by the Escrow
Bank, its officers, servants and agents.

In the event that any Party hereto receives a claim from a third party in
respect of which it is entitled to the benefit of an indemnity under Clause 9.1
or in rkspect of which it is entitledl to reimbursement (the "Indemnified
Party"), it shall notify the other Party responsible for indemnifying such
claim hereunder (the "Indemnifying Party") within 15 (fifteen) days of
receipt of the claim and shall not settle or pay the claim without the prior
approval of the Indemnifying Party, which approval shall not be
unreasonably withheld or delayed. In the event that the Indemnifying Party
wishes to contest or dispute the claim, it may conduct the proceedings in the
name of the Indemnified Party and shall bear all costs involved in contesting
the same. The Indemnified Party shall.provide all cooperation and assistance
in contesting any claim and ;hall sign all such writings and documents as the
- Indemnifying Party may reasonably require.
. -..
UTE RESOLUTION .. "..
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10.1.1 Any dispute, difference or claim arising out of or in connection with this
Agreement, which is not resolved amicably, shall be decided finally by
reference to arbitration to a Board of Arbitrators comprising one nominee of
each Party to the dispute, and where the number of such nominees is an even
number, the nominees shall elect another person to such Board. Such
arbitration shall be held in accordance with the Rules of Arbitration of the
International Centre for Alternative Dispute Resolution, New Delhi (the
"Rules") or such other rules as may be mutually agreed by the Parties, and
shall be subject to the provisions of the Arbitration and Conciliation Act,
1996.
10.1.2 The Arbitrators shall issue a reasoned award and such award shall be final
and binding on the Parties. The venue of arbitration shall be Delhi and the
language of arbitration shall be English.
11 MISCELLANEOUS PROVISIONS
This Agreement shall be construed and interpreted in accordance with and

governed by the laws of India, and the Courts at Delhi shall have jurisdiction
over all matters arising out of or relating to this Agreement.
11.2 Waiver of sovereign immunity
The Authority unconditionally and irrevocably:

commercial purpose;
proceedings shall be claimed by or on behalf of the Authority with
respect to its assets;


In the event of any conflict between the Concession Agreement and this
Agreement, the provisions contained in the Concession Agreement shall
prevail over this Agreement.
11.4 Alteration of terms
All additions, amendments, modifications and variations to this Agreement

shall be effectual and binding only if in writing and signed by the duly
authorised representatives of the Parties.
11.5 Waiver
11.5.1 Waiver by any Party of a default by another Party in the observance and
performance of any provision of or obligations under this Agreement:


manner.
11.5.2 Neither the failure by any Party to insist on any occasion upon the
any obligation thereunder nor time or other indulgence granted by any Party
to another Party shall be treated or deemed as waiver of such breach or
acceptance of any variation or the relinquishment of any such right
hereunder.
11.6 No third party beneficiaries
This Agreement is solely for the benefit of the Parties and no other person or
entity shall have any rights hereunder.
11.7 Survival
11.7.1 Termination of this Agreement:
(a) shall not relieve the Parties of any obligations hereunder which
expressly or by implication survive termination hereof; and

expressly limiting the liability of either Party, shall not relieve either
Party of any obligations or liabilities for loss or'damage to the other
Party arising out of, or caused by, acts or omissions of such Party
prior to the effectiveness of such termination or arising out of such
termination.
ligations surviving the cancellation, expiration or termination
t-6
I
Agreement shall only survive for a period of 3 (three) years following the
date of such termination or expiry of this Agreement.
11.8 Severability
If for any reason whatever any provision of this Agreement is or becomes

invalid, illegal or unenforceable or is declared by any court of competent
jurisdiction or any other instrumentality to be invalid, illegal or
unenforceable, the validity, legality or enforceability of the remaining
provisions shall not be affected in any manner, and the Parties will negotiate
agree upon any such provisions shall not be subject to dispute resolution
under Clause 10.1 of this Agreement or otherwise.
This Agreement shall be binding on and shall inure to the benefit of the
Parties and their respective successors and permitted assigns.
11.10 Notices
All notices or other communications to be given or made under this

Agreement shall be in writing and shall either be delivered personally or sent
by courier or registered post with an additional copy to be sent by facsimile
or e-mail. The address for service of each Party, its facsimile number or e-
mail are set out under its name on the signing pages hereto. A notice shall be
effective upon actual receipt thereof, save that where it is received after 5.30
(five thirty) p.m. on a business day, or on a day that is not a business day, the
notice shall be deemed to be received on the first business day following the
date of actual receipt. Without prejudice to the foregoing, a Party giving or
making a notice or communication by facsimile or e-mail shall promptly
deliver a copy thereof personally, or send it by courier or registered post to
the addressee of such notice or communication. It is hereby agreed and
acknowledged that any Party may by notice change the address to which
such notices and communications to it are to be delivered or mailed. Such
Jlange shall be effective when allthe Parties have notice of it.
11.11 Language
All notices, certificates, correspondence and proceedings under or in

connection with this Agreement shall be in English.
11.12 Authorised representatives
Each of the Parties shall, by notice in writing, designate their

authorised representatives through whom only all communications
made. A Party hereto shall be entitled to remove and/or substitute or m
sh appointment of such authorised representative by similar notice.
-8fi
11.13 Original Document
This Agreement may be executed in four counterparts, each of which when
executed and delivered shall constitute an original of this Agreement.

DELIVERED THIS AGREEMENT AS OF THE DATE FIRST ABOVE
WRITTEN.
THE COMMON SEAL -. .- OF SIGNED, SEALED

CONCESSIONAIRE has been affixed AND DELIVERED
pursuant to the resolution passed by the For and on behalf of
SENIOR LENDERS by the
Board of Directors of the Concessionaire ~ ~ ~
at its meeting held on the ......... day of
20.. .... hereunto affixed in the presence of (Signature)
........., Director, who has signed these mame)
presents in token thereof and ........., (Designation)
(Address)
Company Secretary 1 Authorised Ofticer
(Fax No.)
who has countersigned the same in token (e-mail address)
thereof *:
SIGNED, SEALED AND SIGNED, SEALED AND

DELIVERED DELIVERED
ESCROW BANK by: NATIONAL HIGHWAYS
AUTHORITY OF INDIA by:
(Name) mame)
(Designatio (Designation)
(Address) (Address)
Fax No.) (Fax No.)

(e-mail (e-mail address)
address)
In the presence of:
1.
SCHEDULE -T
(See Clause 33.2.1)
PANEL OF CHARTERED ACCOUNTANTS
1 Panel of Chartered Accountants
Pursuant to the provisions of Clause 33.2.1 of the Agreement, the Authority

and the Concessionaire shall prepare a mutually agreed panel of 10 (ten)
reputable firms of Chartered Accountants having their registered offlces in
lndia (the "Panel of Chartered Accountants"). The criteria for preparing
such Panel and the procedure to be adopted in this behalf shall be as set forth
in this Schedule-T.
2 Invitation for empanelment
2.1 The Authority shall invite offers from all reputable firms of Chartered
Accountants who fulfil the following eligibility criteria, namely:
(a) the firm should have conducted statutory audit of the annual accounts
of at least one hundred companies registered under the Companies
Act: 1956, of which at least ten should have been public sector
undertakings;
(b) the firm should have at least 5 (five) practising Chartered

Accountants on its rolls, each with a minimum experience of ten
years in the profession;
(c) the firm or any of its partners should not have been disqualified or
black-listed by the Comptroller and Auditor General of India or the
Authority; and
(d) the firm should have an office in the State or in an adjacent State with
at least 2 (two) practising Chartered Accountants on its rolls in such
State.
2.2 Interested firms meeting the eligibility criteria shall be required to submit a
statement of their capability including the bio-data of all the practising
Chartered Accountants on its rolls. In particular, each firm shall be required
to furnish year- wise information relating to the names of all the companies
with an annual turnover exceeding Rs. 100,00,00,000 (Rs. one hundred
crore) whose annual accounts were audited by such firm in any of the
preceding 5 (five) Accounting Years.
3 Evaluation and selection
3.1 The information furnished by each firm shall be scrutinised and evaluated by
-
the AuJhority and 1 (one) point shall be awarded for each annual audit of the
panies specified in Paragraph 2.2 above. (For the avoidance of doubt, a
which has conducted audit of the annual accounts of any such company ,
,
ve years shall be awarded five points).
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3.2 The Authority shall prepare a list of all the eligible firms along with the
points scored by each such firm and 10 (ten) firms scoring the highest points
shall be identified and included in the draft Panel of Chartered Accountants.
4 Consultation with the Concessionaire
The Authority shall convey the aforesaid panel of firms to the

Concessionaire for scrutiny and comments, if any. The Concessionaire shall
be entitled to scrutinise the relevant records of the Authority to ascertain
whether the selection of firms has been undertaken in accordance with the
prescribed procedure and it shall send its comments, if any, to the Authority
within 15 (fifteen) days of receiving the aforesaid panel.
5 Mutually agreed panel
5.1 The Authority shall, after considering all relevant factors including the
comments, if any, of the Concessionaire, finalise and constitute a panel of 10
(ten) firms which shall be deemed to be the mutually agreed Panel of
Chartered Accountants.
5.2 After completion of every five years from the date of preparing the mutually
agreed Panel of Chartered Accountants, or such earlier period as may be
agreed between the Authority and the Concessionaire, a new panel shall be
prepared in accordance with the provisions of this Schedule - T.
SCHEDULE -U
(See Clause38.4)
VESTING CERTIFICATE
1 The Chairman, National Highways Authority of India (the "Authority")

refers to the Concession Agreement dated .................... (the
"Agreement") entered into between the Authority and Brijbhoomi
Expressway Private Limited (the bbConcessionaire") for Two-Laning of
the Agra - Aligarh Section of National Highway No.93 (the "Project
Highway") on design, build, finance, operate and transfer ("DBFOT")
basis.
2 The Authority hereby acknowledges compliance and fulfilment by the

Concessionaire of the Divestment Requirements set forth in Clause 38.1 of
the Agreement on the basis that upon issue of this Vesting Certificate, the
Authority shall be deemed to have acquired, and all title and interest of the
Concessionaire in or about the Project Highway shall be deemed to have
vested unto the Authority, free from any encumbrances, charges and liens
whatsoever.
3 Notwithstanding anything to the contrary contained hereinabove, it shall be a

condition of this Vesting Certificate that nothing contained herein shall be
construed or interpreted as waiving the obligation of the Concessionaire to
rectify and remedy any defect or deficiency in any of the Divestment
Requirements and/or relieving the Concessionaire in any manner of the same.
Signed this ................. day of ........... at Delhi.
AGREED, ACCEPTED AND SIGNED SIGNED, SEALED AND DELIVERED -

CONCESSIONAIRE by: NATIONAL HIGHWAYS
AUTHORITY OF INDIA by:
(Name) (Name)
(Designation) (Designation)
(Address) (Address)
In the presence of:

SCHEDULE -V
(See Clause 40.3.1)
SUBSTITUTION AGREEMENT
THIS SUBSTITUTION AGREEMENT is entered into on this the ................ day

of ........... 20 ....
AMONGST
1 The National Highways Authority of India, established under the National

Highways Authority Act 1988, represented by its Chairman and having its
principal offices at G-5 & 6, Sector 10, Dwarka, New Delhi-110075
(hereinafter referred to as the "Authority" which expression shall unless
repugnant to the context or meaning thereof include its administrators,
successors and assigns);

incorporated under the provisions of the Companies Act, 1956 and having its
registered office at A-608, Near Durga Park, Kamala Nagar Main Market,
Agra - 282005, Uttar Pradesh, (hereinafter referred to as the
"Concessionaire" which expression shall, unless repugnant to the context or
meaning thereof, include its successors and permitted assigns and
substitutes);
3 ..........................name and particulars of Lenders' Representative and

having its registered office at ..................... ..., acting for and on behalf of
the Senior Lenders as their duly authorised agent with regard to matters
arising out of or in relation to this Agreement (hereinafter referred to as the
"Lenders' Representative", which expression shall unless repugnant to the
context or meaning thereof include its successors and substitutes);
WHEREAS:
(A) The Authority has entered into a Concession Agreement dated

.................. with the Concessionaire (the "Concession Agreement") for
Two-Laning of the Agra - Aligarh section (km 0.000 to krn 79.000) of
National Highway No. 93 in the State of Uttar Pradesh on design, build,
finance, operate and transfer basis (DBFOT), and a copy of which is annexed
hereto and marked as Annex-A to form part of this Agreement.
(B) Senior Lenders have agreed to finance the Project in accordance with the
terms and conditions set forth in the Financing Agreements.
.. '.-.
ior Lenders have requested the Authority to enter into this ~ubst~tution'"'
A
ment for securing their interests through assignment,
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substitution of the Concession to a Nominated Company in accordance with
the provisions of this Agreement and the Concession Agreement.
(D) In order to enable implementation of the Project including its financing,

construction, operation and maintenance, the Authority has agreed and
undertaken to transfer and assign the Concession to a Nominated Company
in accordance with the terms and conditions set forth in this Agreement and
the Concession Agreement.
NOW, THEREFORE, in consideration of the foregoing and the respective

covenants and agreements set forth in this Agreement, the receipt and sufficiency of
which is hereby acknowledged, and intending to be legally bound hereby, the Parties
agree as follows:
1 DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this Substitution Agreement, the following words and expressions shall,

unless repugnant to the context or meaning thereof, have the meaning
hereinafter respectively assigned to them:
"Agreement" means this Substitution Agreement and any amendment

thereto made in accordance with the provisions contained in this Agreement;
"Financial Default'' means occurrence of a material breach of the terms and

conditions of the Financing Agreements or a continuous default in Debt
Service by the Concessionaire for a minimum period of 3 (three) months;
"Lenders' Representative" means the person referred to as the Lenders'

Representative in the foregoing Recitals;
"Nominated Company" means a company, incorporated under the

provisions of the Companies Act, 1956, selected by the Lenders'
Representative, on behalf of Senior Lenders, and proposed to the Authority
for assignmentltransfer of the Concession as provided in this Agreement;
"Notice of Financial Default" shall have the meaning ascribed thereto in

Clause 3.2.1; and
References to Lenders' Representative shall, unless repugnant to the context
or meaning thereof, mean references to the Lenders' Representative, acting
for and on behalf of Senior Lenders.
References to Clauses are, unless stated otherwise, references to Clauses of

this Agreement.
The words and expressions beginning with capital letters and defined in this
Agreement shall have the meaning ascribed thereto herein, and the words and
expressions used in this Agreement and not defined herein but defined in the
Concession Agreement shall, unless repugnant to the context, have the
meaning ascribed thereto in the Concession Agreement.
The rules of interpretation stated in Clauses 1.2, 1.3 and 1.4 of the
Concession Agreement shall apply, mufatis mufundis, to this Agreement.
ASSIGNMENT
Assignment of rights and title
The Concessionaire hereby agrees to assign the rights, title and interest in the
Concession to, and in favour of, the Lenders' Representative pursuant to and
in accordance with the provisions of this Agreement and the Concession
Agreement by way of security in respect of financing by the Senior Lenders
under the Financing Agreements.
SUBSTITUTION OF THE CONCESSIONAIRE
Rights of substitution
Pursuant to the rights, title and interest assigned under Clause 2.1, the
Lenders' Representative shall be entitled to substitute the Concessionaire by
a Nominated Company under and in accordance with the provisions of this
Agreement and the Concession Agreement.
The Authority hereby agrees to substitute the Concessionaire by endorsement

on the Concession Agreement in favour of the Nominated Company selected
by the Lenders' Representative in accordance with this Agreement. (For the
avoidance of doubt, the Senior Lenders or the Lenders' Representative shall
not be entitled to operate and maintain the Project Highway as
Concessionaire either individually or collectively).
Substitution upon occurrence of Financial Default

.occurrence of a Financial Default, the Lenders'
a notice to the Concessionaire (the "Notice of
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along with particulars thereof, and send a copy to the Authority for its
information and record. A Notice of Financial Default under this Clause 3
shall be conclusive evidence of such Financial Default and it shall be final
and binding upon the Concessionaire for the purposes of this Agreement.
3.2.2 Upon issue of a Notice of Financial Default hereunder, the Lenders'

Representative may, without prejudice to any of its rights or remedies under
this Agreement or the Financing Agreements, substitute the Concessionaire
by a Nominated Company in accordance with the provisions of this
Agreement. '
3.2.3 At any time after the Lenders' Representative has issued a Notice of
Financial Default, it may by notice require the Authority to suspend all the
rights of the Concessionaire and undertake the operation and maintenance of
the Project Highway in accordance with the provisions of Article 36 of the
Concession Agreement, and upon receipt of such notice, the Authority shall
undertake Suspension under and in accordance with the provisions of the
Concession Agreement. The aforesaid Suspension shall be revoked upon
substitution of the Concessionaire by a Nominated Company, and in the
event such substitution is not completed within 180 (one hundred and eighty)
days from the date of such Suspension, the Authority may terminate the
Concession Agreement forthwith by issuing a Termination Notice in
accordance with the provisions of the Concession Agreement; provided that
upon written request from the Lenders' Representative and the
Concessionaire, the Authority may extend the aforesaid period of 180 (one
hundred and eighty) days by a period not exceeding 90 (ninety) days. For the
avoidance of doubt, the Authority expressly agrees and undertakes to
terminate the Concession Agreement forthwith, upon receipt of a written
request from the Lenders' Representative at any time after 240 (two hundred
and forty) days from the date of Suspension hereunder.
3.3 Substitution upon occurrence of Concessionaire Default
3.3.1 Upon occurrence of a Concessionaire Default, the Authority shall by a notice

inform the Lenders' Representative of its intention to issue a Termination
Notice and grant 15 (fifteen) days time to the Lenders' Representative to
make a representation, stating the intention to substitute the Concessionaire
by a Nominated Company.
3.3.2 In the event that the Lenders7 Representative makes a representation to the
Authority within the period of 15 (fifteen) days specified in Clause 3.3.1,
stating that it intends to substitute the Concessionaire by a Nominated
Company, the Lenders7 Representative shall be eititled to undertake and
- complete the substitution of the Concessionaire by a Nominated Company in
accordance with the provisions of this Agreement within a period of 180 (one
ed and eighty) days from the date of such representation, and the
ty shall either withhold Termination or undertake Suspension for the
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aforesaid period of 180 (one hundred and eighty) days; provided that upon
written request from the Lenders' Representative and the Concessionaire, the
Authority shall extend the aforesaid period of 180 (one hundred and eighty)
days by a period not exceeding 90 (ninety) days.
3.4 Procedure for substitution
3.4.1 The Authority and the Concessionaire hereby agree that on or after the date
of Notice of Financial Default or the date of representation to the Authority
under Clause 3.3.2, as the case may be, the Lenders' Representative may,
without prejudice to any of the other rights or remedies of the Senior
Lenders, invite, negotiate and procure offers, either by private negotiations or
public auction or tenders for the take over and transfer of the Project
Highway including the Concession to the Nominated Company upon such
Nominated Company's assumption of the liabilities and obligations of the
Concessionaire towards the Authority under the Concession Agreement and
towards the Senior Lenders under the Financing Agreements.
3.4.2 To be eligible for substitution in place of the Concessionaire, the Nominated

Company shall be required to fulfil the eligibility criteria that were laid down
by the Authority for shortlisting the bidders for award of the Concession;
provided that the Lenders' Representative may represent to the Authority that
all or any of such criteria may be waived in the interest of the Project, and if
the Authority determines that such waiver shall not have any material
adverse effect on the Project, it may waive all or any of such eligibility
criteria.
3.4.3 Upon selection of a Nominated Company, the Lenders' Representative shall

request the Authority to:
(a) accede to transfer to the Nominated Company the right to construct,

operate and maintain the Project Highway in accordance with the
provisions of the Concession Agreement;
(b) endorse and transfer the Concession to the Nominated Company, on

the same terms and conditions, for the residual Concession Period;
and
(c) . enter into a Substitution Agreement with the Lenders' Representative

and the Nominated Company on the same terms as are contained in
this Agreement.
-.
.-*
- 3.4.4 If the Authority has any objection to the transfer of Concession in favour of ' ' \,
Nominated Company in accordance with this Agreement, it shall within

fiNen) days from the date of proposal made by the Lenders'
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Representative, give a reasoned order after hearing the Lenders'
Representative. If no such objection is raised by the Authority, the
Nominated Company shall be deemed to have been accepted. The Authority
thereupon shall transfer and endorse the Concession within 15 (fifteen) days c
of its acceptanceldeemed acceptance of the Nominated Company; provided

that in the event of such objection by the Authority, the Lenders'
Representative may propose another Nominated Company whereupon the
procedure set forth in this Clause 3.4 shall be followed for substitution of
such Nominated Company in place of the Concessionaire.
3.5 Selection to be binding
The decision of the Lenders' Representative and the Authority in selection of

the Nominated Company shall be final and binding on the Concessionaire.
The Concessionaire irrevocably agrees and waives any right to challenge the
actions of the Lenders' Representative or the Senior Lenders or the Authority
--
taken pursuant to this Agreement including the transferlassignment of the
Concession in favour of the Nominated Company. The Concessionaire
agrees and confirms that it shall not have any right to seek revaluation of
assets of the Project or the Concessionaire's shares. It is hereby
acknowledged by the Parties that the rights of the Lenders' Representative
are irrevocable and shall not be contested in any proceedings before any
court or Authority and the Concessionaire shall have no right or remedy to
prevent, obstruct or restrain the Authority or the Lenders' Representative
from effecting or causing the transfer by substitution and endorsement of the
Concession as requested by the Lenders' Representative.
4 PROJECT AGREEMENTS
4.1 Substitution of Nominated Company in Project Agreements
The Concessionaire shall ensure and procure that each Project Agreement
contains provisions that entitle the Nominated Company to step into such
Project Agreement, in its discretion, in place and substitution of the
Concessionaire in the event of such Nominated Company's assumption of
the liabilities and obligations of the Concessionaire under the Concession
Agreement.
5 TERMINATION OF CONCESSION AGREEMENT
5.1 Termination upon occurrence of Financial Default
At any,time after issue of a Notice of Financial Default, the Lenders'

resentative may by a notice in writing require the Authority to terminate --
Concession Agreement forthwith, and upon receipt of such notice, the
-';g
. '-<
Authority shall undertake Termination under and in accordance with the
provisions of Article 37 of the Concession Agreement.
5.2 Termination when no Nominated Company is selected
In the event that no Nominated Company acceptable to the Authority is

selected and recommended by the Lenders' Representative within the period
of 180 (one hundred and eighty) days or any extension thereof as set forth in
Clause 3.3.2, the Authority may terminate the Concession Agreement
forthwith in accordance with the provisions thereof.
53 Realisation of Debt Due
The Authority and the Concessionaire hereby acknowledge and agree that,
without prejudice to their any other right or remedy, the Lenders'
Representative is entitled to receive from the Concessionaire, without any
further reference to or consent of the Concessionaire, the Debt Due upon
Termination of the Concession Agreement. For realisation of the Debt Due,
the Lenders' Representative shall be entitled to make its claim from the
Escrow Account in accordance with the provisions of the Concession
Agreement and the Escrow Agreement.
6 DURATION OF THE AGREEMENT
6.1 Duration of the Agreement
This Agreement shall come into force from the date hereof and shall expire
at the earliest to occur of the following events:
(a) Termination of the Agreement; or
(b) no sum remains to be advanced, or is outstanding to the Senior

Lenders, under the Financing Agreements.
7 INDEMNITY
7.1.1 The Concessionaire will indemnify, defend and hold the Authority and 'the
Lenders' Representative harmless against any and all proceedings, actions
and third party claims for any loss, damage, cost and expense of whatever
kind and nature arising out of any bkach by the Concessionaire of any of its
obligations under this Agreement or on account of failure of the
Concessionaire to comply with Applicable Laws and Applicable Permits.
against any and all proceedings, actions and third party claims for any loss,
damage, cost and expense arising out of failure of the Authority to fulfil any
of its obligations under this Agreement, materially and adversely affecting
the performance of the Concessionaire's obligations under the Concession
Agreement or this Agreement, other than any loss, damage, cost and
expense, arising out of acts done in discharge of their lawful functions by the
Authority, its officers, servants and agents.
7.1.3 The Lenders' Representative will indemnify, defend and hold the
Concessionaire harmless against any and all proceedings, actions and third
party claims for any loss, damage, cost and expense arising out of failure of
the Lenders' Representative to fulfil its obligations under this Agreement,
materially and adversely affecting the performance of the Concessionaire's
obligations under the Concession Agreement, other than any loss, damage,
cost and expense, arising out of acts done in discharge of their lawful
functions by the Lenders' Representative, its officers, servants and agents.
In the event that any Party hereto receives a claim from a third party in
respect of which it is entitled to the benefit of an indemnity under Clause 7.1
or in respect of which it is entitled to reimbursement (the "Indemnified
Party"), it shall notify the other Party responsible for indemnifying such
claim hereunder (the "Indemnifying Party") within 15 (fifteen) days of
receipt of the claim and shall not settle or pay the claim without the prior
approval of the Indemnifying Party, such approval. not to be unreasonably
withheld or delayed. In the event that the Indemnifying Party wishes to
contest or dispute the claim, it may conduct the proceedings in the name of
the Indemnified Party and shall bear all costs involved in contesting the
same. The Indemnified Party shall provide all cooperation and assistance in
contesting any claim and shall sign all such writings and documents as the
Indemnifying Party may reasonably require.
8 DISPUTE RESOLUTION
8.1 . I Any dispute, difference or claim arising out of or in connection with this
Agreement which is not resolved amicably shall be decided by reference to
arbitration to a Board of Arbitrators comprising one nominee each of the
Authority, Concessionaire and the Lenders' Representative. Such arbitration
shall be held in accordance with the Rules of Arbitration of the International
Centre for Alternative Dispute Resolution, New Delhi (the "Rules") or such
other rules as may be mutually agreed by the Parties, and shall be subject to
rovisions of the Arbitration and Conciliatiori Act, 1996.
... ,
8.1.2 The Arbitrators shall issue a reasoned award and such award shall be final
and binding on the Parties. The venue of arbitration shall be Delhi and the
language of arbitration shall be English.
9 MISCELLANEOUS PROVISIONS
This Agreement shall be construed and interpreted in accordance with and

governed by the laws of India, and the Courts at Delhi shall have jurisdiction
over all matters arising out of or relating to this Agreement.
9.2 Waiver of sovereign immunity
The Authority unconditionally and irrevocably:

commercial purpose;
proceedings shall be claimed by or on behalf of the Authority with
respect to its assets;


9.3 Priority of agreements
In the event of any conflict between the Concession Agreement and this
Agreement, the provisions contained in the Concession Agreement shall
All additions, amendments, modifications and variations to this Agreement
shall be effectual and binding only if in writing and signed by the duly
authorised representatives of the Parties.
9.5 Waiver
9.5.1 Waiver by any Party of a default by another Party in the observance and
performance of any provision of or obligations under this Agreement:


manner.
9.5.2 Neither the failure by either Party to insist on any occasion upon the
any obligation thereunder nor time or other indulgence granted by a Party to
another Party shall be treated or deemed as waiver of such breach or
acceptance of any variation or the relinquishment of any such -right
hereunder.
9.6 No third party beneficiaries
This Agreement is solely for the benefit of the Parties and no other person or
entity shall have any rights hereunder.
9.7.1 Termination of this Agreement:
(a) shall Ibt relieve the Parties of any obligations hereunder which
expressly or by implication survive termination hereof; and

expressly limiting the liability of either Party, shall not relieve either
Party of any obligations or liabilities for loss or damage to the other
Party arising out of or caused by acts or omissions of such Party prior
to the effectiveness of such termination or arising out of such
termination.
Highway
Agreement shall only survive for a period of 3 (three) years following the
date of such termination or expiry of this Agreement.
9.8 Severability
If for any reason whatever any provision of this Agreement is or becomes

invalid, illegal or unenforceable or is declared by any court of competent
jurisdiction or any other instrumentality to be invalid, illegal or
unenforceable, the validity, legality or enforceability of the remaining
provisions shall not be affected in any manner, and the Parties will negotiate
agree upon any such provisions shall not be subject to dispute resolution
under Clause 8 of this Agreement or otherwise.
This Agreement shall be binding on and shall inure to the benefit of the
Parties and their respective successors and permitted assigns.
9.10 Notices
All notices or other corimunications to be given or made under this

Agreement shall be in writing, shall either be delivered personally or sent by
courier or registered post with an additional copy to be sent by facsimile or
e-mail. The address for service of each Party, its facsimile number and e-
mail address are set out under its name on the signing pages hereto. A notice
shall be effective upon actual receipt thereof, save that where it is received
after 5.30 (five thirty) p.m. on any day, or on a day that is a public holiday,
the notice shall be deemed to be received on the first working day following
the date of actual receipt. Without prejudice to the foregoing, a Party giving
or making a notice or communication by facsimile or e-mail shall promptly
deliver a copy thereof personally, or send it by courier or registered post to
the addressee of such notice or communication. It is hereby agreed and
acknowledged that any Party may by notice change the address to which
such notices and communications to it are to be delivered or mailed. Such
change shall be effective when all the Parties have notice of it.
9.1 1 Language
All notices, certificates, correspondence and proceedings under or in

tion with this Agreement shall be in English.
sed representatives
"94
2 '
Each of the Parties shall by notice in writing designate their respective
authorised representatives through whom only all communications shall be
made. A Party hereto shall be entitled to remove andlor substitute or make
fresh appointment of such authorised representative by similar notice.
9.13 Original Document
This Agreement may be executed in three counterparts, each of which when

executed and delivered shall constitute an original of this Agreement.

DELIVERED THIS AGREEMENT AS OF THE DATE FIRST ABOVE
WRITTEN.
THE COMMON SEAL OF SIGNED, SEALED

CONCESSIONAIRE has been affixed AND DELIVERED
pursuant to the resolution passed by the
NATIONAL HIGHWAYS
Board of Directors of the Concessionaire AUTHOUTY OF MDIA bv:
at its meeting held on the ......... day of
20.. .... hereunto affixed in the presence of (Signature)
........., Director, who has signed these (Name)
presents in token thereof and ........., (Designation)
(Address)
Company Secretary / Authorised Officer (Fax No.)
who has countersigned the same in token (e-mail address)
thereof ':

SENIOR LENDERS by the Lenders' Representative:
(Signature)
Pame)
(Designation)
(Address)
(Fax)
(e-mail address)
In the presence of:
-
A
accordance with the articles of association of the Concessionaire.
-.?q
*s J
Right of way
1
1.5 , 7.5 , 1.5 , 7.5 , 1.5
FBd c.111ww.y MWIan
path Csm+gwey Foot
Pam
PEDESTRIAN
2.5%
1 -
DRAIN
DRAIN
4-LANE DIVIDED CARRIAGEWAY WITH FOOTPATH

(BUILT-UP AREA)
TYPE-I
Note :-
_..I
..
I Right of way
i
Roadway 12.0 I
2.5 7.0 2.5

shoulder I carnagmay I smou~dar
1.0, 1.5 1.5 , 1.0
I Paved
Granular Pnvsd I Granular
2.5% 2.5%
2-LANE CARRIAGEWAY
WITHOUT SERVICE ROAD
Existing
(WITH PAVED SHOULDERS)
Chainage (km) Len@h (Km) Remarks
TYPE-I1
Note :-
Rimd way
-
Roadway 12.0
2.5 , 7.0 2.5

* I*I
- 1 I
l++t&I . .
2.5% 2.5%
2-LANE CARRlAGEWAY
(WITH PAVED SHOULDERS)
TYPE-I I
Note :-
4-LANE DIVIDED CARRlAGEWAY WITH FOOTPATH

(BUILT-UP AREA)
TY PE-I
Note :-
Ail dimensions are in metres.
Rimarmy
Roadrray 10.0
I I
m
I
2.5%
7.0
UCI
2.5%
*
I
=-a,
m.4- mC-D w m
FrnA,"
2-LANE CARRIAGEWAY r-m

(WITH PAVED SHOULDERS & LINED COVERED
DRAIN)
Foot Foot
path
_______------
..-----------------------------
..................... n
-3. WET MIX MACADAM (WMM)
3
GRANULAR SUBBASE (GSB)
EMBANKMENT SOIL
4-LANE DIVIDED CARRIAGEWAY WITH FOOTPATH

(BUILT-UP AREA)
>. ,'
-___:_.- -
,
'
TYPE-I
Right of way
J
WET MIX MACADAM (WMM)
EMBANKMENT SOIL
TYPICAL CROSS SECTION IN RURAL AREA (MAIN CARRIAGEWAW

TYPE II -
:f.:fG$ Tic, $)u Wo - JJflu4,'!lQ HE(;IJ. -- V .l..-J;lll!4/'~!!
........... NU.
.......... . ...........
:
i
I
I
Eke g a z e t t e o f gndia : mm
L.I'RAOl~I>IN,\I(Y
Ii
rn JI-zwX 3-3rl-w (11)
PART Il--Sectio~~3--Subreclio1~(11)
A r n f i m r - a ~
[EDUY^.~- .L T ----.
I'LlUI.ISI
_ l t i 0. ~ Y .
--- _________. . . ......... . -4-.. ......,.............
...... , ... -..... ---
,
d 12891 *w,'q-&rtm, 24, l o l o / m a 3, 1932 Z

Na 12891 NEW D E ~ M1'HUWjDAl',
, .IIINE 24, 201WASAI)H.4 3, 1931 .-----.--. ---
.L
- --.- ,_
h1INISI'JtY OF ROAI) I'aIANSIVRT

K S - Q i m s t s h T d M
hN1) JIICIIIYAYS
a- NOTIIIlCA'IION
sf f+d, 24 T-,2010
Nc\v Dcl111,rlic241h June, 2010
mar. 1521(31).--;h%m, wah*7m('1
S.(>. l.c2 I (E).--111 cy.crciso elthe po1~e:scarlCcrrcd
fim,
bfSW7
91fkd33 aqh f;P,
) WJ Inm
19SS i: 9 5 8 ~ 6 6 8qa
ml*=jY ( 1 ) ACI, 19~11 *
by ~ ~ , I. I af.t,le~llional
~ i ~ ~ r filg~,ir.ays~utllority ollndIs
(bU of ,9881, rhc CCIllr~ltiovcrrlmcnl hereby
Tf
~f d,3-dA mTOj) ~ f l (l 2 ) crrirllris ~ h sc l r e t c t ~specified
~~ in co11111~11(3)
of t11c Table
..qu~ll?$#v
*, , .
.x*;ri~*4Mmfm*;!zjiml.&*:-
* f d y (3) Zi' wf&. belo\\, o f thc SCL-~I~II as rasnliuncd ill cul~:::~!~ (2) 0T1ht
said.I'~hlc olthc Nalioli;ll Highwxy as specified ill column
( I ) 6 1 i 11,c aloresaid l'iihlr, to the National agl~wa!.s
w7-d ~ l r l h o r iof
t ~India, nxmcly :- ,,
.___l__r_._^.________--..-.---
<@it ~ v f73~4171 t.Cqij i lita G
fx~ 'ThDl .E
........... ... . . ..-.-
No. ...... ._.______

?)- (2) (3) -
29 Vnmtusi-Gornkh-
pur rcction in the
--.
Romkn1.2.225 to
1011.208.500
-
c
S w e o f Umr Radrsh
3 8 K:!:lpcir lo Kabrai !?rmmkl!~.7.43 10
r c c t i o ~in~the Statr knl. 130.100
1J1t;irPr;~clesli
VI ; II I I I'ru!1&11.
~ 140.201io
. . .
I,,
section rhe Stale km.!j9.(~)
~m& T F i ~i 11.0t~I.~;.Y\. it i9.W . of (Ittar I'1-3desh
9; '
213 4gra t<> 1111:;1rt1 F:on~ krn.O.IM IL?
Jlmn -d *.1v h*.a+ 3 c i t i t 1 1 1 In tllc SI;II~ ki11.'?9.\)1)
.k.i .>I l ~ l I . 1 1 l'l~;l~Ic~,ll
. . -
Project name: 2 laning of Agra to Aligarh section of NH-91 from Km
140.000 to Krn 4 18.162 in the State of Uttar Pradesh on Design, Build,
Finance, Operate and Transfer (DBFOT)on Toll Basis
a) Date of submission of bids : 11.6.2010

b) List of shortlisted applicants
National Highways Authority of India Request for Proposal -Bid Document
2 laning of Agra to Aligarh section of NH-93 from km 0100 to km 79/00 in the State of Uttar
Pradesh on Design, Build, Finance, Operate and Transfer (DBFOT) on Toll Basis
Addendum- I
Contents
I
S.No.
1 I Addendum for RFP Volume I
Particulars Page No.
1 1
National Highways Authority of India Request for Proposal - Bid Docwnent
VOLUME I: INSTRUCTIONS TO THE BIDDERS
1 Para 1.2.4: The bid security mentioned i n this para shall be read as
A Bidder is required to deposit, along with its Bid. a bid security o f Rs.2.60 Crores
(Rupees Two Crores and Sixty Lakhs Only) (the "Bid Security"),
instead of
A Bidder is required to deposit, along with its Bid. a hid security of Rs. 7.23 Crores
(Rupees Seven Crores and Twenty Three Lakhs Only) (the "Bid Security''),
Response for pre bid meeting d t 21-5-2010 queries for 2 laning with paved shoulders o f Agra t o Aligarh section o f NH-93
Uttar Pradesh through Public Private Partnership on Design, Build, Finance, Operate a n d Transfer (DBOT) basis under
,
3.
1 -h,,
---
yr'h No.
RFiJ clause reference
No. /Page No.
I Provision in RFP Query Remarks
I A- Request for Proposal

(RFP) Vol-l
Bid Security A Bidder is required to deposit, along with its Please Confirm Bid Security amount. Bid security is Rs. 2.60
1.2.4 Bid, a bid security of Rs. Crores. However necessary
1 17 7.23Crores.. . ...whereas in Appendix II (Bank amendment is being issued
Gurantee for bid Security) it is mentioned Bid
Security amount Rs. 2.60 crs
Feasibility Report The Feasibility Report prepared by the Please provide Feasibility Report prepared Refer 'Disclaimer'. The
1.2.3 Authority1 consultants of the Authority (the by the Authoritylconsultants of the report is a reference
17 "Feasibility Report") is also enclosed. Subject Authority as the aforesaid documents will document only. However
2 to the provisions of Clause 2.1.3, the be deemed to form part of the Bidding soft Copy of the Feasibility
! aforesaid documents and any addenda Documents. Report will be provided
issued subsequent to this RFP Document, separately.
will be deemed to form part of the
Bidding Documents.
The EPC contractor/s who would be Kindly confirm Single Contractor with No change
Name of EPC Contractor executing the EPC works of the Project experience as mentioned in clause no
3 Point no 31 are... . .. . 2.1.18(b) can do EPC as well as Operation
Xl. *a
135 and Maintenance work.
LJ
;I.
6- Draft Concession Agreement
-
In case of any delay in handing
- - vo
.............the Authority shall have ROW by NHAl and subsequent delay in
Right of Way granted vacant access and Right of COD the Concessionaire should be
4 10.3.2 Way such that the Appendix shall provided with the Extension of Scheduled
11I
1- 1
not include more than 20% (Twenty Project Com~letionDate and Concession
percent) of the total area of the sitd ~eiod.
required..................
Please Confirm.
Sr. RFP clause reference Provision in RFP Query Remarks
No. No. /Page No.
Clause is self explanatory
We request NHAl to reimburse all
The Concessionaire shall bear all additional costs, in actual, incurred by the
Special1temporary
Right costs and charges for any special
of Way Concessionaire towards special Itemporary
or temporary right of way required right of way for access to the site.
10.6
by it in connection with access to
32 the Site. Please confirm
Clause i s self explanatory
Please confirm that all Utility Shifting

expenses borne by the Concessionaire
Shifting of obstructing The cost of such shifting shall be borne by shall be reimbursed to him in actual as
utilities the Authority or by the entity owning such incurred by the Concessionaire in executing
6 utility..........in the event of any delay in
11.2 the task of utility shifting.ln event of any
134 shifting.. ..... delay by the Authority or by the entity
owning such utility what will happened?
No change. Clause is self

...... all costs arising out of any We request NHAl to reimburse the entire explanatory
Change of Scope Order issued cost incurred by the Concessionaire due to
during the Construction Period shall Change of Scope in actual.
K;;~ Change of Scope be borne by the Concessionaire,
C J 7 16.3.2 subject to an aggregate ceiling of Please Confirm
3 I47 0.25% (zero point two five percent)
of the Total Project Cost. Any cost
in excess of the ceiling shall be
reimbursed by the Authority . . . . . . . . .
/
No. ' No. /Page No. I I
The Parties hereto expressly agree I Clause i s self explanatory

that a Provisional Certificate under Please clarify whether Provisional
this Clause 14.3 may, upon request Certificate will be issued with completion of
Provisional Certificate of the Concessionaire to this effect, construction to the extent ROW provided
14.3.2 be issued for operating part of the prior to the Appointed date by NHAl [75%]
I43 Project Highway, if at least 75% Or total length of the project length.
(seventy five percent) of the total
length of the Project Highway has
been completed.
/ Kindly clarify.
I
The Concessionaire shall remove No Comments
Disposal Site promptly from the Project Highway The disposal site shall be identified before
17.1.2 all surplus construction machinery the bid submission.
151 and materials. waste
materials..............
We presume the authority or any
government instrumentality may construct No change
Comoetino Roads 10 vears after Appointed
~ a t e : ~ r othe
r i definition the competing
I The Authorityshall ...... at any time before the Road seems to be an Alternative Route of
Obligations relating to
I 10thAnniversary of the Appointed
theproject Highway. This may strongly
Dateconstruct or cause to
Competing Roads facilitate the leakage of traffic from the
6.3
........anycompeting Road; provided Project Highway.Hence we request to omit
120
.........ifthe average traffic on the such clause or not to give any permission to
ProjectHighway in any year exceeds 9O0/~of any government instrumentality and the
its designed capacity....... authority itself should not take up such
construction of Competing ~ o a during d
Concession of the Project Highway.Kindly
the
1
undertaking major maintenance such as Periodicity of major
Maintenance Kindly confirm major maintenance should maintenance will depend on
resurfacing of pavements, repairs to
17.1.1 (f) be done in every 5th or 7th year during the design of pavement
structures, and repairs and refurbishment of
150 Concession Period which the Concessionaire
tolling system and other equipment
will adopt as per his design.
3
No. No. /Page No.
The PCUs per day on 2022
for each toll plaza are as
Effect of variations in The Authority and the Concessionaire follows:
traffic growth acknowledge that the traffic as on July 1, Kindly provide PCUs per day on July 1, 1. Toll Plaza -1
29.1 2022 (the "Target Date") is estimated to be 2022 for each toll plaza -
Total PCUs 23889
I78 18107 PCUs per day .... 2. Toll Plaza -2
-
Total PCUs 23033
Clause is self explanatory

Modification in the .......p rovided that such increase in Kindly confirm if >30% shortfall as
Concession Period Concession Period shall not in any case compared to the Target Traffic what will be
29.2 exceed 20% (twenty per cent) of the the effect of Concession period
I78 Concession Period... .
14 Clause 15.1-Commercial In there a provision to commence the Clause is self explanatory
Operation Date Commercial Operations at one Toll Plaza
after obtaining the Completion Certificate or
the Provisional Certificate for the
designated project stretch under the
influence of that Toll Plaza before COD for
entire project stretch?
15 Clause 27.1-Collection Would request to kindly provide a copy of
and appropriation of fee the National Highways Fee (Determination Clause is self explanatory
of Rates and Collection) Rules, 2008 as
part of bid documents. Further, please
clarify which of the two, "Fee Rules" and the
Bid Documents shall prevail in case of
conflicting provisions.
Schedules Vol-Ill
No. No. /Page No.
Schedule A provides data
on existing road and there is
no ROB on the existing
It is mentioned NIL, where as in point 4.12 it
Annex I (Schedule A)' road.
is mentioned an ROB to be constructed at
6 Point no 7 Kindly clarify, Schedule 6 provides
design chainage 45.562 (proposed Hathras
-Railway Over Bridge improvement proposals
Bypass) where an ROB is Proposed
on Hathras Bypass at
Ch.45.562.
1 1 General I 1
Typical Cross sections are
We did not find the Typical Cross Section
17 Cross section as per Lane Manual (
Drawing (Please Clarify)
IRC:SP:73-2007)
The Bidders are expected to
carry out their own surveys,
Kindly provide Sub Soil lnvestigation
investigations and other
18 Soil Investigation Report Report for all Bridge locations(at pier
locations) detailed examination of the
Project before submitting-
the'ir Bids
(i) 64.421 Hect. of Land is
required to be acquired for
realignment, improvement
(i) Kindly clarify the present status of land & Hathras Bypass.
acquisition for this project.
(ii) Kindly clarify if there are any (ii) There are about 57
Resettlement & Rehabilitation issues with families whose structures
respect to project and if the concessionaire are getting affected due to
is expected to bear any such costs. the project. In addition there
(iii) Kindly clarify what percentage (%) of the are about 168 families
Right of Way is under the possession of whose land is getting
NHAI. affected due to the project.
(iii) Percentage of Land

available is 67% of the total
-
No, No. /Page No.
- --
land required for the project.
1
- --
Utility Shifting plan is
Available with NHAI for
Kindly make available the Network drawing
1reference. However
20 Utilities ~f information regarding underground and
schedule for shifting utilities
~verheadutilities . iare annexed herewith as
- -- Annexure A -
INos. of trees required to be
Information on trees with in the proposed (31.11
along the project
:orridor which are tobe cut is nowhere Iiighway is 1566 (approx.)
svailable in the documents issued by NHAI.
fNHAl intends to provide the alignment
21 nformation's on Trees
:orridor free of trees. Ifnot, how many trees
sxist within the proposed alignmentcorridor,
~hich are to be cut. This is essential for
nakingprovision in our bids.
- --
(Zlearances required to be
t aken:
I. Environmental Clearance
as per EIA notification no.
(indly let us know the status of SO 1533 dated 14'
22 Jermi~~ion~IClearances
~ermissionlclearancestaken for the project. Sept.2006 is in process
!. Clearances required from
q
: =
the state Govt. and other
local bodies:
A a) By Government-
1 Sr. RFP clause reference Provision in RFP Query Remarks
No. No. /Page No.
I I I
(i) NOC from State
Pollution Control Board
(ii) Permission for tree
cutting from State Forest
Deptt.
. (b) By Concessionaire-
(i) Clearances for
~.\ installation and operation of
Hot Mix Plant/ Batch mix
:
:. :
. ;I
. .. ., ,
plant, stone crushers etc.
I.<.
. .
(ii) Clearances for operating
/'
. .;
.
>:';/' borrow areas, stone
quarries and disposal of
debris etc.
(iii) Any other clearance as
required.
Concessionaire has to
What is the percentage distribution of Trips identify them.
23 Distribution of Trips (Internal-Internal,Internal-External,
External-Internal, External-InternalZones)?
a)Legal Advisor: to be
appointed
b) Financial Advisor:
Kindly specify the agencies which have
i) Upto RFQ M,s Credible
24 Advisers for NHAl been appointed as Legal, Technical and
Financial Advisers for the NHAl for this Management & Consultants
(P) Itd
project.
ii) From RFP-to be
appointed
,
;.
~
.
UTILITY RELOCATKIN SCHEDULE
ELECTRIC POLE
UTILITY RELOCAnON SCHEDULE . .. . . .
ELECTRIC POLE
UTILITY RELOCATION SCHEDULE
ELECTRIC POLE
UTILITY RELOCARON SCHEDULE
ELECTRIC POLE
u n m R E L O C A SCHEDULE
~
ELECTRIC POLE
unLm RELOCA~ONSCHEDULE
ELECTRIC POLE
U T i W RELOCATION SCHEDULE
TRANSFORMER
i i
I
. . . . . . . . . . . . . . .
...................... ...
i 1 . - . . . .
. . - .
.
.
.
<
.. . .. .
. . . . . fiu &$E;xv'fl'~
. . .
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...
# UTILITY RELOCATION SCHEDULE . .
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UTILITY RELOCATION SCHEDULE I
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UTILITY RELOCATION SCHEDULF
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UTILITY RELOCATION SCHEDULE -
HAND PUMP
"Two Laning with Paved shoulders of Agra - Aligarh
Toll Basis under NHDP-IVA."
Mr. H.N.Mallick
General Manager (Tech) UP
G5 & 6, Sector 10, Dwarka,
New Delhi - 110 075
Phone No: 01 1-25074100 (Extn:1505)
Fax No: 011-23052498
Email: bnmallick@nhai.org
Submitted By: -.--
JMC Projects (India) Limited

Kalpataru Synergy, Opp. G r a ~ dHyatt,
Santacruz (East) - 400055, Maharashtra (INDIA)
Phone:.91- 022 - 3064 5000
Fax: 91 -022 - 3064 3888
Email: infra@jrncprojects.com
INDEX OF SUBMISSION
SI. NO. Description Page
A BID
' APPENDIX I
Letter Comprising the Bid 1-5
B Enclosures of the Bid
APPENDIX II
1 6-10
Bank Guarantee for the t31d Secur~ty
APPENDIX Ill
2 11 12
Power of Attorney for Signing of Bid
APPENDIX IV
3 15
Power of Attorney for Lead Partner
4 Undertak~ng- 1 & 2 16 - 17
5 Addendum issued duly Signed % 1 8 - 34

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17
6 Copy of Concession Agreement duly Signed b
35 - 36
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C Copy of Documents -
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1 True COPY of Appendix 11, Ill, IV, undertaking & Concession ~ ~ r e e * n t 6 - 36
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APPENDIX I
Letter Comprising the Bid

JMC Projects (India) Ltd.
U(OINEERS 6 CONSTRUCTORS
(A hlpstan, Group Enterprise)
Kalpatanr SynmgY. QPP. Grand Hyatt.. Santacruz (East). Mumbai - 400 055.
phom :+91-22-30645000 Fax : +91-22-30643888. Website :
* .
APPENDIX 1
- - _ . .. .
1
Letter Comprising the B i d
CJ-- /-~--
June 1 9 ~2010
,
Mr. H. N. Mallick iJ
General Manager (Tech) UP
G-5 & 6, Sector 10, Dwarka,
New Delhi - 110 075
Sub: Bid for T w o L a n i n g w i t h Paved shoulders o f A g r a - A l i g a r h s e c t i o n of NH-93

in the State o f Uttar Pradesh t h r o u g h P u b l i c Private Partnership o n Design,
Build, Finance, Operate a n d Transfer (DBFOT) o n T o l l Basis under NHDP-
*
W~threference to your RFP document dated 1 06 2010 We, JMC Projects (India) Limited
havrng examined the Bidding Documents and understood the~rcontents, hereby submrt our Bid
for the aforesa~dproject The Bid IS uncondrtronal and unqualified
2. We acknowledge that the Authority will be relying on the information provided in the Bid
and the documents accompanying the Bid for selection of the concessionaire for the
aforesaid project, and we certify that all information provided therein is true and correct:
nothing has been omitted which renders such information misleading; and all
documents accompanying the Bid are true copies of their respective originals
3 This statement IS made for the express purpose of our selectron as Concessionarre for the
i development, construction, Operation and maintenance of the aforesard Project
4 We shall make avarlable to the Authorrty any addrtronal information rt may find necessary
or require to supplement or authenticate the Bid
5 We acknowledge the rrght of the Authority to reject our Bid wrthout assrgning any reasons
or otherwrse and hereby waive, to the fullest extent perrnrtted by applicable law, our rrght
?
i- to challenge the same on any account whatsoever

June .I Y-. , LU I u
We declare that L
We have examined and have no reservations to the Bidding doc

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including any Addendum issued by the Authority; and
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(b) We do not have any conflict of interest in accordance with ~ l a ' u s e s
2.1 . I 4 and 2.1 . I 5 of the RFP document; and
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.I (c) We have not dlrectly or indirectly or through an agent engaged or
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Indulged in any corrupt practice, fraudulent practice, coerclve practice,
B" undesirable practice or restrictive practice, as defined in Clause 4 3 of the
RFP document, in respect of any tender or request for proposal issued by
or any agreement entered into with the Authority or any other public
sector enterprise or any government, Central or State; and
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< . (d) We hereby certify that we have taken steps to ensure that ~n conformity
w ~ t h the provlslons of Section 4 of the RFP, no person actlng for
IJS or on our behalf has engaged or will engage In any corrupt practlce,
fraudulent practice, coerclve practlce, undesirable pract~ce or restrlctlve
practlce, and
(e) The undertakings given by us along wlth the application in response to the RFQ
for the Project were true and correct as on the date of making the Application and
are also true and correct as on the Bid Due Date and we shall continue to abide
by them.
8. We understand that you may cancel the Biddlng Process at any time and that you are
neither bound to accept any Bid that you may receive nor to invite the Bidders to Bid for
the Project, without incurring any liability to the Bidders, in accordance with Clause 2.16 of
the RFP document.
9. We believe that we satisfy(s) the Net worth criteria and meet(s) the requirements as
specified in the RFQ document.
10. We declare that we or our Associates are not a member of any other Consortium
submitting a Bid for the Project.
11. We certify that in regard to matters other than security and integri!~ of the
country, we or any of our Associates have not been convicted by a Court of Law or
indicted or adverse orders passed by a regulatory .authority which could cast a doubt on
our ability to undertake the Project or which relates to a grave offence that outrages the
moral sense of the community.
12. We further certify that in regard to matters relating to security and integrity of the country,
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we or any of our Associates have not been charge- sheeted by any a
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Government or convicted by a Court of Law.
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June 19"',
2010
q&. We further certtfy that we are not disqualified In terms of the additional crtteria specified
3.
I- hv the De~artmentof Distnvestment tn their OM No 6/4/2001-DD-ll dated Julyl3,
15 We undertake that in case due to any change in facts or circumstances durtng the Btddlng
Process, we are attracted by the provis~onsof dlsqualiflcatlon in terms of the guideltnes
referred to above, we shall intimate the Authortty of the same immediately.
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16. We acknowledge and undertake that our Consortium was pre qualified and short - listed
on the basis of Technical Capacity and Financial Capacity of those of its Members who
shall, for a period of 2(two) years from the date of commercial operation of the Project, 4
hold equity share capital not less than: (i) 26% (twenty six per cent) of the subscribed and
paid-up equity of the concessionaire; and (ii) 5% (five per cent) of the Total Project Cost
specified in the concession Agreement. We further agree and acknowledge that the
aforesaid obligation shall be in addition to the obligations contained in the concession
Agreement in respect of change in ownership.
17. We acknowledge and agree that in the event of a change in control of an Associates
whose Technical Capacity andl or Financial Capacity was taken into consideration for the
purposes of short-listing and pre-qualification under and in accordance with the RF Q ,
W e shall inform the Authority forthwith along with all relevant particulars and the
Authority may, in its sole discretion, disqualify our Consortium or withdraw the Letter
of Award, as the case may be. We further acknowledge and agree that in the event
such change in control occurs after signing of the Concession Agreement but prior
:o Financial Close of the Project, it would, notwithstanding anything to the contrary
contained in the Agreement, be deemed a breach thereof and the Concession
Agreement shall be liable to be terminated without the Authority being liable to us in
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any manner whatsoever.
18. We understand that the selected Bidder shall either be an existing Company incorporated
under the Indian Companies Act, 1956, or shall incorporate as such prior to
execution of the Concession Agreement.
19. We hereby irrevocably waive any right or remedy which we may have at any stage at law
or howsoever otherwise arising to challenge or question any decision taken by the
Authority in connection with the selection of the Bidder, or in connection with the Bidding
Process itself, in respect of the above mentioned Project and the terms and .
implementation thereof.
20. In the event of our being declared as the Selected Bidder, we agree
Concession Agreement in accordance with the draft that has been pro -
to the Bid Due Date. We agree not to seek any changes in the afo
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June I Y - - , LW I W
studied all the Bidding Documents carefully and also surveyed the
ighway and the traffic. We understand that except to the extent as
ly set forth in the Concession Agreement, we shall have no claim, right
arising out of any documents or information provided to us by the
y or in respect of any matter arising out of or relating to the Bidding
ess including the award of Concession.
We offer a Bid Security of Rs. 2.60 Crores (Rupees Two Crores and Sixty Lakhs
only) to the Authority in accordance with the RFP Document.
23. The Bid Security in the form of a Bank Guarantee is attached.
24. The documents accompanying the Bid, as specified in clause 2.1 1.2 of the RFP,
have been submitted i n a separate envelope and marked as "Enclosures of the
25. We agree and understand that the Bid is subject to the provisions of the Bidding
Documents. In no case, we shall have any claim or right of whatsoever nature if the
Project /'Concession is not awarded to us or our Bid is not opened or rejected.
26. The Premium 1 Grant has been quoted by us after taking into consideration all
the terms and conditions stated in the RFP, draft Concession Agreement, our own
estimates of costs and traffic and after a careful assessment of the site and all the
conditions that may affect the Project cost and implementation of the Project.
27. We agree and undertake to abide by all the terms and conditions of the RFP
document. s
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28 Deleted
29. We shall keep this offer valid for 120 (one hundred and twenty) days from the
a
Bid Due Date specified in the RFP.
30. We hereby submit our Bid and &fm a- & jR- k -of
.. .- >- .... ag. ........................ (lzlpee&............................................................W )
, '. .eftke A&heMy Irequire a Grant of
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theaforesaid Project in accordance with
the concession Agreement.
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June 19"',2010
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PC contractor who would be executing the EPC works of the Projects is

. JMC Projects (India) Ltd. and it is confirmed that these contractor meet
minimum criterion set out in clause 2.1.18 (b) of RFP for this Project.
~t is irrevocably agreed that the value of any contract for EPC works awarded
shall not be less than 20% of the TPC or Rs. 500 Cr, whichever is less.
(c) It is also agreed that any change in the name(s) of EPC contractor(s) woLild
be with prior consent of NHAI. We agree that NHAI shall grant such permission
only and only if the substitute proposed is of the required technical capability
as applicable.
In witness thereof, we submit this Bid under and in accordance with the terms of the RFP
Yours faithfully,
For JMC Projects (India) Ltd.

Date- 19th June. 2010
Place: Mumbai
. - .
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.R.D.Murali - .! , '
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Sr. Vice president; ... ---, '
. .
: 079-26305447
ax : 079-26309353 Date : 14.06.2010 e
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To.
National Highways Authority of India,

G-5&G-6,
Sector - 10, Dwarka,
New Delhi - 110075
Dear Sir, f
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Reg :- Bank Guarantee #
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Please find enclosed our letter of guarantee No.10031LG0079
amount of Rs.26000000.00 (Rs. Two Crore Sixty Lacs Only) v
Date of Claim is 31/01/2011 and issued at the request of MIS J
Shapath -4, Opp. Kamavati Club, S.G. Road Ahmedabad-380051 by this office under t
stgnatures of ( I ) Sh D k Dave Designation Manager(2) Sh R S S
It is necessary for you to get confirmation of this guarantee

Section, Circle Office, Ahmedabad, dhFloor, Gujarat Bhavan,
Ahmedabad to whom a copy of this letter is being endorsed.
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%%~d3- GuJARAT - K 755333

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I Bank Guarant~mfor Bid Secvrity $.
National Highways Authority :aC Xndia
G-5 & G-6, Sector-10,
Dwarka,
New Delhi - 1 1 0 075
1. I n consideration of you, National Highways Authority o f having its office

at G-5& G-6,Sector 10, Dwariia, New Delhi - 1 1 0 075, (@reinafter referred
to as the "Authority", which expression shall unless it be repu@ant to the subject
or context thereof include its, successors and assigns) h a v i n z r e e d to receive
the Bid of M/s. JMC Projects (India) Limited (a pany registered
under the Companies Act,1956) and having its registere@office at A - l o * ,
Shapath-4, Opp. Karnavati Club, .S:S.Road, ~ h m e d a b a d - $ 8 0 051; and it's
Infrastructure Business Office a t Kalpata
Santacruz (East), Mumbai-400055 (hereinafter referr
which expression shall unless i: be repugnant to the sub,
include its/their executors, adniinistrators,
Laning w i t h Paved shoulders of Agra -
State of Uttal- Fradesh through Public Private Partnerst *
Finacce, Operate and T i a n ~ f c r(DBFOT) o n 'roll Basis u
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Project on DBFOT basis (hereinafter referred to as "the Projectn) pursuant to the
RFP Document dated 01/06/2010 issued in respect of the Project and other
related documents including without limitatlon the draft concession
I agreement (hereinafter collectively referred to as "Bidding Documents"), we
Punjab Mona1 Bank, Shastri Park Branch, Nehru Nagar Circle, Ahmedabad
380 015 having Head W c e at Bhikaji Cama Place, Africa Avenue, New Delhi -
I 110 066. (hereinafter referred to as the "Bank"), at the request of the Bidder, do
hereby in terms of Clause 2.1.7 read with Clause 2.1.8 of the RFP Document,
irrevocably, unconditionally and without reservation guarantee the due and
ii faithful fulfilment and compliance of the terms and conditions of the Bidding
Documem& (including the RFP Document) by the said Bidder and unconditionally
4 and irrevocably undertake to pay forthwith to the Authority an amount of Rs.
R~.2,60,00,000/- (Rupees 'Fwo Cmrs Sixty b c s Only) (hereinafter referred to /--
,
2 as the "Guarantee") as our primary obligation without any demur, reservation,

recourse, contest or protest and without reference to the Bidder if the Bidder shall
fail to fulfil or comply with all or any of the terms and conditions contai
said Bidding Documents.
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.2. Any such written demand made by the Authority stating that the Bidder is in
default of the due and faithful fulfillment and compliance with the terms and
conditions contained in the Bidding Documents shall be final, conclusive and
binding on the Bank .
3. We, the Bank, do hereby uncondttionally undertake t o pay the amounts due and
payable under this Guarantee wtthout any demur, reservatron, recourse, contest
or protest and without any reference t o the Bidder or any other person and
irrespective of whether the claim of the Authority a drsputed by the Bidder or .
not, merely on the first demand from #he Authority stating that the amount
cla~med1s due t o the Authorrty by reasdn of failure of the Bidder to fulfill and 3
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comply with the terms and conditions contained in the Bidding Documents
including failure of the said Bidder to keep its Bid open during the Bid validity
period as set forth i n the said Bidding Documents for any reason whatsoever.
Any such demand made on the Bank shall be conclusive as regards amount due
and payable by the Bank under this Guarantee. However, our liability under this
Guarantee shall be restricted to an amount not exceeding Rs.2,60,00,000/-
(Rupees l b o CIPre sixty lacs Only).
4. This Guarantee shall be irrevocable and remain i n full force for a period of 180
(one hundred and eighty) days from the Bid Due Date inclusive of a claim period
of 60 (sixty) days or for such extended period as may be mutually agreed
between the Authority and the Bidder, and agreed to by the Bank, and shall
continue t o be enforceable till all amounts under this Guarantee have been paid.
5. We, the Bank, further agree that the Authority shall be the sole judge t o decide
as t o whether the Bidder is in default of due and faithful fulfillment and
compliance with the terms and conditions contained in the Bidding Documents
including, inter aha, the failure of the Bidder to keep its Bid open during the Bid
validity period set forth in the said Bidding Documents, and the decision of the
Authority that the Bidder is in default as aforesaid shall be final and binding on
us, notwithstanding any differences between the Authority and the Bidder or any
dispute pending before any Court, Tribunal, Arbitrator or any other Authority.
6. The Guarantee shall not be affected by any change in the constitution or winding
up of the Bidder or the Bank or any absorption, merger or amalgamation of the
Bidder or the Bank with any other person.
7. I n order to give full effect to this Guarantee, the Authority shall be entitled to
treat the Bank as the principal debtor. The Authority shall have the fullest liberty
without affecting in any way the liability of the Bank under this Guarantee from
time to time to vary any of the terms and conditions contained in the said
Bidding Documents or t o extend time for submission of the Bids or the Bid
validiw period or the period for conveying acceptance of Letter of Award by the
Bidder or the period for fulfillment and compliance with all or any of the terms
and conditions contained i n the said Bidding Documents by the said Bidder or to
postpone for any time and from time to time any of the powers exercisable by it
against the said Bidder and either to enforce or forbear from enforcing any of the
terms and conditions contained i n the said Bidding Documents or the securities
available t o the Authority, and the Bank shall not be released from its liability
under these presents by any exercise by the Authority of the liberty with
reference to the matters aforesaid or by reason of time being given to the said
Bidder or any other forbearance, a d or omission on the part of the Authority or
any indulgence by the Authority to the said Bidder or by any change in the
constitution of the Authority or its absorption, merger or amalgamation -with any
other person or any other matter or thing whatsoever which und
relating to sureties would but for this provision have the effect b f re
Bank from its such liability.
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8. Any notice by way of request, demand or otherwise hereunder shall be
sufficiently given or made if addressed to the Bank and sent by courier or by
registered mail to the Bank at the address set forth herein.
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9. We undertake t o make the payment on receipt of your notice of claim on us

addressed to name of Bank along with branch address and delivered at our
above branch which shall be deemed tolhave been duly authorized to receive the
said notice of claim.
lO.1t shall not be necessary for the Autho? to proceed against the said Bidder
before proceeding against the Bank and t' e guarantee herein contained shall be
enforceable against the Bank, notwithstanding any other security which the
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Authority may have obtained from the said Bidder or any other person and which
shall, at the time when proceedings are taken against the Bank hereunder, be
outstanding or unrealized.
11.We, the Bank, further undertake not t o revoke this Guarantee during its currency
except with the previous express consent of the Authority in writing.
12.The Bank declares that it has power to issue this Guarantee and discharge the
obligations contemplated herein, the undersigned is duly authorised and has full
power to execute this Guarantee for and on behalf of the Bank.
13.For the avoidance of doubt, the Bank's liability under this Guarantee shall be
restricted to ~2,60,00,000/-(Rupees 'lLvo h r e Sixty Lao Only). The Bank
shall be liable t o pay the said amount or any part thereof only if the Authority
serves a written claim on the Bank in accordance with paragraph 9 hereof, on or
before 31/01/2011.
Notwithstanding anything contained herein:
a) Our liability under this Bank Guarantee shall not exceed

Rs.2,60,00,000/- ( R u p e e s TLvo Crore Sbty Lacs Only).
b) This Bank Guarantee shall be valid up t o 31/01/2011.
c) We are liable to pay the guarantee amount or any part thereof under this
Bank Guarantee only and only if you serve upon us a written claim or
demand on or before 31/01/2011. Unless a demand to enforce any claim
under this guarantee is made against us on or before 31/01/2011,all rights
under the said guarantee shall be forfeited and we shall be released and
discharged from all liabilities there under.
. .
FT, a2rem 5.:C-i.--.
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For Punjab National Banki,, punjob natbonol bonii
//
' rd*ted Signatory ,
V'~.*~'
Q.
PARK BRANCH,
RUNAGAR CIRCLE,
EDABAD : 380015. Date : 2011012010
one : 079-26305447
le Fax : 079-26309353
The Chairman
National Highways A uthorities Of India
G-5 & 6, Sector-10
Dwarka
New-Delhi-I 10075.
REG:- Extension Of Bank Guarantee

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Please find enclosed our letter of guarantee No.10031LG007910 for an amount of
Rs.260000001- (Rupees Two Crores Sixty Lacs Only) Extended till 28.02.2011
and Last Date of Claim is 28.02.2011 and issued at the request of MIS J M C
Projects(1ndia)Ltd Ahmedabad by this office under the joint signatures of (1) Shri
D K Dave Designation Manager and (2) Shri Rajiv Saxena Designation Officer.
It is necessary for you to get confirmation of this guarantee from the Sr. Manager,
Credit Section, Circle Office, Ahmedabad, 6thFloor, Gujarat Bhavan, Near M.J.
Library, Ellisbridge, Ahmedabad to whom a copy of this letter is being endorsed.
EXTENSION OF BANK GUARANTEE
Date: 20/10/2010
.$ To,
The Chairman,
G-5 & 6 , Sector - 10,
Dwarka,
New Delhi- 110 075
1
:=~-Subjsct:
Our guarantee No;1033ILG00Z910-dated~~14/06/2010-:for: R~;2,60;00;000/~_~.r-.,
. .
. .. . . . issued t o you on. behalf qf JM-CXrojects (In-di.a)-Ctd.; -Ahmedabad valid up-to: .- ~ ,
.-:
31/01/2011.
of the subject guarantee issued in your favor on

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ects (India)
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extended up t o 23/02/2011.~
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2 . Notwithstanding anything contained herein.
- a) Our liability under this Bank Guarantee shall not exceed Rs.2,60,00,000/-
(RupeesTwo Crore Sixty Lacs Only).
b) This Bank Guarantee shall be valid up to 28/02/2011.

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c) We are liable t o pay the guarantee amount or any part thereof under this
Bank Guarantee only and only if you serve upon us a written claim or demand .,
on or before 28/02/2011.Unless to enforce any claim under this;
guarantee is made against us on or all rights under th
said guarantee shall be forfeited and we shall be released and discharged
ed
from all liabilities there under.
3. All other terms and conditions of the Original bank guarantee No.
1003ILG007910 dated 14/06/2010shall'remain unchanged.
T h ~ sarnendxen: to the ban!: guarantees sha!l form an integral oart of the origiqa!
guarantee referred to above and may be kept attach thereto.
For Pu-njab National Bank
P
Authorized ~1~*f8iy
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X : 1 25093514
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National Highways Authority of India ww-IE".: 2P3 24M1 2553
(Ministry of Road Transport and Highways)
a* a m- 110 075
6, + t ~ - - 1 0gl~$il,
,
G-58 6. Sector-10, Dwerlca. New Dm-110075
No. NHAI/UP/11017/1/2009/NHDP IVAlAA931 Date: 04.11.2010
To
M/s JMC Projects (India) U d
8m floor, Kalpaeru Synergy, Opp Grand Hyatt,
Santana (East), Mumbat 400055
Maharashtra
Tel no. 022-30645000
Fax no. 022-30643888
Sub: 2 laning with paved shoulderr of Agra to Aligarh section of NH-93 from km 0100 to km
79/00 in the State of Uttar Pradesh on Design, Build, Finance, Operate and Transfer (DBFOT) on
Toll Basis in the State of Uttar Pradesh under NHDP Phase IVA - Letter of Award (L0A)- reg
Ref: Your bid submitted on 21.06.2010.
Sir,
This is to notify that based on your bid submitted regarding ' 2 laning with paved shoulders
of Agra to Aligarh section of NH-93 from km 0100 to km 79/00 in the State of Uttar Pradesh on
Design, Build, Finance, Operate and Transfer (DBFOT) on Toll Basis in the State of Uttar Pradesh under
NHDP Phase IVA (the Project)" for a total grant of Rs. 49.50 Crores (Rupees Forty Nine Crore Only)
during condruction period is hereby accepted by NHAl dedaring you as the "Successful Bidder". The
Concession period is 15 years induding the construction period of 730 days.
2. The grant quoted by you shall be disbursed by way of Equity Support in accordance with the
provisions of Clause 25.2 of Draft Coresion Agreement (DCA).
3. I n accordance with the Contract Clause 3.3.5 (refer Volume-I), you are hereby requested to
confirm us of your acceptance of this Letter of Award within 7 days of its issue. Thereafier, pursuant to
Clause No. 3.3.6 of Volume-I, you are required t o execute the Concession Agreement within 45 days
from issue of LOA.
4. Yw shall promote and incorporate the Concessionaire as a limited liability company under the
Companies Act 1956, as the entity which shall undeitake and p e r f q the obligations and exercise the
rights of the Consortiurn under the LOA, induding the obliition to enter into this Concession Agreement
pursuant t~ the LOA for executing the Project, The Concessionaire shall, for the performance of its
obligations hereunder during the Comtmction Period, provide to the Authority no later than 180 (one
hundred and eighty) days from the date of this Agreement, an irrevocable and unconditional guarantee
from a Bank for a sum equivalent to Rs12.50 wore (Rupees Twelve Crore And Fifty Lakhs only)
in the form set forth in Schedule-F (the "Performance Security").
5. In case of default on your part, action as per relevant conditions of Bid Document shall be taken.
Please acknowledge,
Ycurs faiiMlv.
,.
Aal\.cec,
--
General Manager (UP
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National Highways Authority of India m.lE"b.: 2223 2318 24M) 2553 ,A
(Minisby of Shipping, Road Transport and Highways)

a - 5 @ 6, h - 1 0 , ZRW, 4 fkF%l10 075
G-5 8 6. Sector-10. Dwarka. New Delhi-110075
No. NHAI/UP/11017/1/2009/NHDP NA/AA93/ Date: 06.11.2010

To
MISJMC ProjeQ (India) Ltd
8" Floor, Kalpataru Synergy, Opp Grand Hyatt,
Santann (East), Murnbai 400055
Maharashba
Tel no. 022-30645000
Fax no. 022-30643888
Sub: 2 laning with paved shoufders of Agra to Aligarh d o n of NH-93 from km

0/00 to km 79/00 in the State of Uttar Pradesh on Design, Build, Finance, Operate and
Transfer (DBFOT) on Toll Basis in the State of Uttar Pradesh under NHDP Phase IVA -
Letter of Award (L0A)- reg
Sir,
This has reference to NHAI Ir No. NHAI/UP/l1017/1/2009/NHDP NA/AA93 dated:

04.11.2010 where in letter of award for the project '2 laning with paved shoulden of Agra to
Aliiarh section of NH-93 from km 0100 to km 79/00 in the State of Uttar Pradesh on Design,
Build, Finance, Operate and Transfer (DEFOT) on ~ o l l 'Basis in the State of Uttar Pradesh
under NHDP Phase NA" has been communicated.
2. I n continuation of the above letter you are informed that at para 1of the letter the grant
of Rs. 49.50 Crores in words was incorrectly mentioned as Rupees Forty Nine Croie Only
instead of Rupees Forty Nine Cmres F i i lakhs Only. As such, you are reqwsted to read the
grant amount in words as Rupees Forty Nine Crores Fifty lakhs Only quoted in the bid
submitted by you on 21.06.2010
3. Please acknowledge and confirm.. .
Je+%As\LecP.
(H.N. Mallii)
-
Yours faithfully,
General Manager OtJP

' A
I
ENGINEERS CONSTRUCTORS
(A Kalpataru Group Enterprise)
-
Kalpata~Synergy, Opp. Grand Hyatt.. Santaauz (East). Murnbai 400 055.
Phone : +91-22-30646000 Fax : +91-2230643888 Website :w w w . j ~ j e d s . c o m
JMCIAgra-Aligarh 120101 317 Date: November 2010
The General Manager (T) UP

National Highways Authority of India (NHAI)
(Ministry of Road Transportation and Highways)
G-5 & 6, Sector 10, Dwarka, New Delhi -1 10075
v-2'
Sub: 2 laning with paved shoulders of Agra to Aligarh section of NH-93 from Km 0100 to Km
79/00 in the state of Uttar-Pradesh on Design, Build, Finance, Operate and Transfer (DBFOT) on
Toll basis in the state of Uttar Pradesh under NHDP Phase IVA: Acceptance of Letter of Award
Ref: 1. NHAl's letter no NHAIIUPII 1017/1/2009/NHDP IVAIAA931- dated 0 4 November

~ 2010
2. NHAl's letter no NHA1lUPl1101711120091NHDP IVA/AA93/- dated 06'~November 2010
Sir,
This is with reference to the letters referred herein above pertaining to the Letter of Award for the
subject Contract Package. We are pleased to communicate our acceptance to the above
mentioned Works and as per the clause 3.3.5 of the RFP (Volume-I), please find enclosed
herewith the signed duplicate copy of Letter of Award for your reference. We also acknowledge
your letter cited in Sr No 2 pertaining to the correction communicated regarding Grant eliminating
the mistake from letter cited at Sr No 1.
Further we would like to apprise you that we would be incorporating a Special Purpose Vehicle
(SPV) solely for the purpose of domiciling the project as well as we assure you that the
stipulat~onsof the RFP regarding submission of Performance Security and signing of Agreement
will be adhered to.
We once again thank you for issuance of Letter of Award for this prestigious project and assure
you our best services during the course of contract.
Yours truly,
For JMC Projects (India) Ltd
Jk-
R. El Murali
Sr. Vice President
Encl: Duly signed Duplicate Copy of LOA
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Registered 8 Corp'brate :A 104, Shapath - 4, Opp. Karnavati Club, S. G.Road, ~hdedabad380 051.
Td.:O79-3001 1500~Fa~:079-3001
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Form 1
Certificate of lncorporatton
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Corporate identity Number ii71(100LIP2010PTCI~J3745 ,!U;(1 267~ f(<

1.1,- 1 hereby cert~fylhal BRlJ BH001~4IEXPRESSWAY PYI?(ATE L.lt~l!TFi).s 119.5 i!b/
incorporated u n d e r the Conlpanies Act. 1956 (F:o 1 o; 7956; ..-,d Lm:i!: I: .= C-:. ,II.%
IS ~ r i v a t elimited. f{i
(THE COMPANIES ACT, 1956)
(COMPANY LIMITED BY SHARES)
MEMORANDUM OF ASSOCIATION
OF
BRlJ BHOOMI EXPRESSWAY PRIVATE LIMITED

1. The name of the Company is Brij Bhoomi Expressway Private Limited.
11. The Registered Office of the Company will be situated in the State of Utter Pradesh.
Ill. The Objects for which the Company is established are:
(A) MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE:

OBJECTS ANCILLARY OR INCIDENTAL TO THE ATTAINMENT OF THE MAIN
S:
-
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ild. erect, consb-uct, operate on Build-Own-Transfer (BOT) or Build- Ovvn-Lease-Transfer
. IE@LT) basis, repair, execute, develop infrastrudural project including roadways, bridges.
....-
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-, , -,@ms, docks, harbours, canals or any kind of work for and on behalf of Government, Semi
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.
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,+$overnment. NGOs or bodies corporate or individuals
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2. To carry on business as estate agents and estate managers and to collect rents, repair, look
after and manage immovable properties of or for any persons, firms and companies,
governments and states, as well as th~scompany, to give, take, let and sub-let rent farming
contracts and to carry out. undertake or supervise any building constructing, altering.
improving. demolishing and repalring operations and all other works and operations m
connection with immovable estates and properties.
3. To acquire by purchase, lease, sale, exchange, sub-lease, rent or otherwise and to deal
anywhere in India. property of any description and any estate or interest therein and any rights
over or connected with lands so situated and to build, own, operate and transfer or to build,
own operate and to turn the same to account as may seem expedient and in particular by
laying out. developing or assist in developing and preparing building sites and by constructing,
pulling down, altering, improving, decoration, furnishing and maintaining offices. flats, services
flats, houses, schools, collages, hospitals, institutions, Hotels. Restaurants, bungalows, chawls,
factories, warehouses, shops, cinema houses. roads, bridges, flyovers. dams, plantation
estate, amusement parks, churches, temples. mosques, airports, technology parks. ports.
jetties, building works and conveniences and by sublet all or any contract from time to time by
leasing, letting, renting, selling (by installments, ownership, hire basis or otherwise) and to
disposing off the same on any other terms or conditions and entering into contract and
arrangement of any types with builders, tenants, occupiers, governments, semi-government.
municipal and local authorities.
4. To purchase, sell. develop, take in exchange or on lease, hire or otherwise acquire whether for
investment or sale or working the same, any real or personal estate including lands, mines.
business, building, factories, mill houses, cottages, shops, depots, warehouses, machinery,
plant. stock in trade, mineral rights, concessions, privileges, licences, easement or interest in or
with respect to any property whatsoever for the purpose of the company in consideration for a
gross sum or rent or partly in one way and partly in the other or for any other considerations
and to carry on business as proprietors of flats and buildings and to let on lease or otherwise
apartments therein and to provide for the conveniences commonly provided in flats, suites and
ies~den:ial and business quarters
5. To act as Indentors. Commission Agents for Importers, Exporters. Local and Inland Traders
and to finalise and act as financiers for Export. Import, Local and Inland Trading of Building
Material and Equipments.
6. To car'ry-on the business of warehouses, store-keepers for all types and varieties of building
material and equiprnents.
7. To manufacture, process, refine. sell, distribute, market, etalupnam and otherwise deal in any
materials, which may be useful or conveniently combined with the main business of the
Company.
8. To manufacture, fabricate, erect. maintain, alter, buy, sell, import, export and deal in machinery
and implemental parts. a cessories of all kinds necessary or convenient for the purpose of the
company. , he4
business of manufacturers of machinery and implement of all kinds, required for the
-- -
ke or otherwise acquire and hold shares, stocks, bonds. obligations, debentures.
otiable or otherwise or any Interest in any other company having objects
part similar to those of this company or carry on any business capable of being
conducted so as directly or indirectly to benefit this company
11. To employ experts to investigate and examine into the conditions, prospects, value, character
and circumstances of business concerns and underiakings and generally of any assets,
property or rights.
12. To buy, sell, import, export and deal in raw materials, finished products, stores, spare parts of
all kinds necessary or convenient for the purpose of the company.
13. To become ancillary unit. contractors, suppliers to government or private undertaking for supply
of products of the company, commission agents, brokers, consultanl to any one or more private
undertakings, firms, associations, necessary or convenient for advancement of the company.
14. To guarantee the payment of money, unsecured or secured by or payable under or m respect
of promissory notes, bonds. debenture stock. contracts, mortgages, charges, obligations,
instruments and securities of any company or any authority supreme, municipal, local or
otherwise or of any person whosoever, whether incorporated or not incorporated and generally
to guaranlee or become sureties for the performance of any contracts or obligations.
15. To borrow or raise money or receive or take money on deposit or loan at interest or otherwise
from banks, financial institutions, government agencies, co-operative societies, persons,
companies, firms etc. in such manner as the company may think fit and in particular by the
issue of debentures or debenture stock, perpetual or otherwise including debentures or
debenture stock convertible into shares of this company and to give securities. for any such
moneys so borrowed, raised or received and to mortgage. pledge, hypothecate or otherwise
charge the whole or any part of the property, assets or revenue of the company, present or
future including its uncalM capital by such assignment or otherwise or to transfer or convey
the same absolutely or in trust and give We lenders power of sale and other power as may
seem expedient and to purchase,.redeem or pay off any such securities.
16. To draw, make, accept, endorse, discount, execute and issue bills of exchange. promissory
notes. bills of lading, warrants, debentures and other negotiable or transferable instruments or
securities.
17. To advance, lend or deposit any such money or moneys of the company for the time being on
such security or otherwise as the company deem expedient Provided no kind of banking
business shall be done by the company within the meaning of Banking RegulationAct, 1949.
18. To sbb%ribe, guarantee w otherwise contribute money to or to otherwise assist charitable,

benevolent, religious, scientific, national and other funds, institutions object of which are in the
interests of the company.
19. To create any reserve fund, sinking fund, insurance fund or any other special fund whether for
depreciation or the repairing, improving, extending or maintaining any of the properly of the
company or for any other purpose conducive to the interest of the company.
- --
20. lend money to such persons, firms or companies and on such terms as may seem
epiedient and in particular to customers and-others having dealing with the company and to fi
&$antee the performance of contracts by and obligation of any person or companies and to
all kinds of indemnities.
.csa $4
'2kd?0 apply for purchase or othetwise acquire any patents. brevetted, inventions, licences.
,** concessions and the like conferring any exclusive or nonexdusive r limited right to use or any
secret or other information as to any invention which may seem capable of being used for any
of the purposes of the company and to use, exercise, develop or grant licences in respect of or
otherwise tum to amount the property, right or information so acquired.
22. To invest and deal with the money of the company which is not immediately required in such
manner as may from time to time be determined.
23. To invest and deal with the moneys of the company not immediately required in immovable
properties, shares, stocks, debentures. bonds, obligations or other securities or in current or
deposit accounts with Banks or on mortgage of immovable properties of any tenure, to hold.
sell, vary or otherwise deal with companies investments; to pledge the shares or stock or other
securities held by the company in its name as investments either for its own purpose or for any
T
third party and to enter into pledge agreements and do all necessary acts, deeds and things as
may be required in this regard.
24. To establish branches or appoint agencies for or in connection with any of the objects of the
company.
25. To promote any other company for the purpose of acquiring all or any of the property of this
company or advancing directly or indirectly the objects or interest thereof and to take or
otherwise acquire and hold shares in any such company and to guarantee the payment of any
debentures or other securities issued by any such company.
26. To distribute any of the property of the company in the specie among members, in accordance
with the provision of the Act in the event of winding up, subject to the provisions of Companies
Act. 1956.
I
27. To amalgamate, enter into or into arrangements for sharing profits, union of
interest. co-operation, joint venture, reciprocal connection or otherwise with any person, firm or
company carrying on or engage in or about to carry on or engage in any business or
transaction capable of being conducted so as directly or indirectly to benefit this company.
-
28. To send any members, directors, officers or apprentices for studying. working andlor training in
any technical institution andlor laboratories or factories in foreign countries and meet the
expenses therefor from the funds of the company.
, ->,*
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(c) O~E&OBJECTS
, ;:.!$
1. To@%c on the business-or-businesses of manufacturers. importers and exporters-ofand
dealfyyin metal (ferrous and non-ferrous) and metal products of all kinds.
ir
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2,-;f$i&ny on the bus~nessof mechanical electricals, engineers and manufacturers, workers and
,,-dealers in electrical apparatus and goods and manufacture, sale or hire of apparatus or goods
to which the appltcation of electricity or any like power is required.
3. To issue on commission. subscribe for. take, acquire and hold, sell, exchange and deal m
shares, stocks, bo~ds,obligations or securities of any government, local authority or company.
4. To undertake and execute any trust.
5. To cany on the business of manufacturers, importers, exporters, reta~tersand dealers of and in

pharmaceutical, biological, medical, medicinal. surgical, toilet, dental, anatomical,
orthopaedical. obstructive, contraceptive, gynaecological. veterinary, chc?mical. electrical, photo
scientifical and industrial apparatus, machinery articles, compounds, preparations, materials
and requisites of all kinds and of cements, oils, paints, pigments, varnishes, rugs, dye-waxes,
essences, oils, essential ingredients for aerated and mineral waters and other drinks. soaps.
cosmetics, soap flavourings. toilet requisites and preparations, disinfectants and antiseptics
and of cordials, liquors, soaps, broths and other restoratives and foods suitable or considered
to be suitable for invalid and convalescents and of boxes, cartons and cases wholly or partly of
card. wood, metal or othewise
6. To cany on all or any of the business of transport, cartage and hawage contractors, loading 8
unloading works, customs clearing, aviation works, contract 8 commission agencies.
7. To carry on the business of manufacture of and dealers in in-organic and organic chemicals,
petrochemicals, fertilizers, manures, pesticides,. calcium, carbide, ethyl alcohol, coal tar
induding bitumen, ointments, essences, acids. toilet requisites, soaps, detergents, cosmetics,
perfumes, dyes, paints, colours, pigments, varnishes, inks. fuels, oils, greases, lubricants and
services incidental thereto.
8. To develop and tum to account any land acquired by the Company or in which the Company is
interested, and in particular by levying out and preparing the same for building purposes,
constructing, altering. pulling down, decorating, maintaining, furnishing, fitting up, and
improving buildings, and by planting, paving. draining, farming, cultivating. letting on building,
lease or building agreement. and by advancing money to and entering into contracts and
arrangements of all kinds with builders, tenants, and others.
9. To carry on in all their respsctive branches all or any of the businesses of builders masonry
and general construction contractors and hauliers and among other things to construct,
execute, carry out, equip. improve. work and advertise railways. roadways, tramways, docks,
harbouh. wharves, canals, watercourses, reservoirs, embankments, irrigations, reclamations,
sewage, drainage, and oUler sanitary works, water, gas, electric and other supply works,
houses, buildings. and erections of every kind, and businesses that are customarily or usually
carried on in connection therewith or naturally incidental thereto.
10. To give advise and or to offer, give, take, circulate andlor otherwise organise. accept or
implement any takeover bids, mergers, amalgamations, acquisitions. diversification.
rehab~litabonor restructuring of any business, concern, undertaking, company, body corporate.
L
parlnership-firmor any other association of persons whether incorporated-or not by acquisition
of shaas or assets and liabiltties. and whether as a going concern or as a part of the concern
or ott$mwise as may be required hav~ngregard lo business exigencies; and to promote or
procre Incorporation formation or setting up of concerns and undertakings whether as
&@any, body corporate. partnership or any other associaEon of persons for engaging in any
'&strlal, commercial or business act~vit~es.
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11. To set up, create, Issue, Roat and manage trusts or funds including any mutual fund, grwvV,
funds, investment funds, income or capital funds, taxable or tax exempt funds, provident,
pension, gratuity and superannuation funds, charitable funds, trusts, or consortium funds to act
as administrators or managers of such funds and trusts and to act as trustees for bondholders,
debenture holders and for other purposes herein
I
12. To carry on the business of promotion. organising, procuring incorporation of and giving
financial or other assistance in India or abroad independently or in association with any person.
Government or any other agencies whether incorporated or not, for any business of the
Company.
13. To set up. operate, install, commission, maintain, and to lease, license, let, hire, for charge, 4
cess, toll, rent or other user charges, telecommunication net works in the nature of cellular.
mobile, paging systems, fax systems, E-Mail systems. mobile telephones, phones. commercial
band communication systems. shipto-shore telewmmunication systems, walkie-talkie
systems, data transmission systems, TV signal transmission system or any other mode of
telecommunication, microwave telecommunication systems, etc.
14. To acquire and undertake the whole or any part of the business, property and liabilities of any
person, firm or company carrying on business which the company is authorised to carry on.
I
15. To repair, alter. remodel, clean, renovate, convert, manipulate and prepare for resale any
goods or property from time to time belonging to the company.
16. To purchase, take on lease or in exchange, hire or otherwise acquire any immovable property
and rights or privileges which the company may think necessary or convenient for the purposes
I
of its business and in particular abd land, buildings. easements, machinery, plant and stock-in-
trade and either to retain any property so a,cquired for the purpose of the company's business
or to turn the same to account as may seem expedient.
17. To adopt new technologies that have been developed in the field of telecommunications from
time to time and apply the same to its business.
I
18. TO purchase, hold, take on lease or exchange, take.on mortgage and give on mortgage, hire
or otherwise acquire and hold or deal in any moveable or irnmoveable property including
shops, flats, offices, godowns, patents, licences, and any rights interests and privileges therein
and to develop and turn to account or let them out on rent.
19. To carry on the business of guaranteeing the performance of any contract or obligation of any
Company, firm or persons and the payment and repayment of the capital and principal or
dividend, interest or piemium, mortgage, loan and other securities issued by any Company,
corporation, firm or persons. including {without prejudice to the said generality) bank overdrafts.
bills of exchange and promissory notes.
20. To do all or any of the above thlngs and all such things as are incidental or may be brought
-
C O ~ U C I Vto
~ the
attainment of the above objects or any of them in any part of the world, and as
pri%pals, agents. contractors, trustees. agents or otherw~se,and by or through trustees,
f
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ag ts or otherwise and either alone or in conjunction with others.
, ,'&y@o promote, develop, finance, establish, design, construct, equlp, operate, maintain, the two
b, G
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.: -
Laning with paved shoulders of Agra to Aligarh Section of NH 93 from Km. 0100 to 79/00
under NHDP Phase IVA in the State of Uttar Pradesh on Design. Build, Finance, Operate and
Transfer (DBFOT) basis and to charge and collect toll fees. and to retain and appropriate
receivables as per concession agreement from the NHAI. and its ancillary facilities including
the approach roads, minor and major bridges, flyovers, inter-changes, culverts, links, buildings.
restaurants, commercial premises, hoardings. toll booths, electric fittings, drains, waterways,
etc and to charge and collect tolls fees, cess, rents from the users of the Bridge and its
ancillary facilltles and to retain and appropriate rece~vablesunder a concession received from
the Government and including but not limiting to:-
(i) making or constructing in or upon, across, under or over any lands, or any streets,
hills, valleys, roads, failway, tramways. or any rivers, canals, brooks, streams or other
pl
. _ waters, or any drains, water pipes, gas-pipes, oil pipes sewers, electric supply lines.
or telegraph lines, such temporary or permanent ~nclined- planes, bridges, tunnels,
culverts, embankments, aquaducts, roads. bnes of railways, passages, conduits,
drains, piers, cuttings and fences, in-take wens, tube-wells, dams, river training and
protecttonworks as the Company thinks proper;
(ii) altering the course of any rivers, brooks, streams or other water courses, for the
purpose of constructing and maintaining tunnels, bridges, passages or other works
over or under them, and divert or alter, either temporarily or permanently, the course
or any rivers, brooks, streams or other water courses or any roads, streets or ways.
or raise or sink the level thereof, in order to carry them more conveniently over or
under or by the side of the railway;
(iii) making drains or conduits into, through or under any lands adjoining the railway for
the purpose of conveying water from or to the railway:
(iv) erecting and constructing such houses, warehouses, offices and other buildings, and
such yards, stations. wharves, engines. machinery apparatus and other works and
conveniences as the Company thinks proper;
(v) altering, repairing or discontinuing such buildings. works and conveniences as

aforesaid or any of them, and substitute others in their stead;
(vi) erecting, operating and maintaining or repairing any telegraph and telephone lines,
any electric traction equipment. power supply and distribution installation in
connection with the working of the railway;
(vii) making and maintaining works for the accommodation of the owners and occupation
of lands adjoining the railway such as crossings. bridges, over bridges. under
bridges, culverts. tunnels. roads, drains. water sources or other passages over, under
or by the sides of or leading to or from the railway.
(viii) making boundary marks or fences. erecting gates, chains, bars, stiles or hand rails in
nection with the working of railway:
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(ix) establishment of ferries for the accommodation of its traffic railway or otherwise
providing and maintaining: bridges and roadways, carrying other trafflc roadways
-- -- m
constmcting -maintaining roads for the accommo~ationoftraffi @ 5 ;
providing and maintaining any means of transport including motor transport or airnaft
service with a terminus at or near a station on its railway which may be required for
the reasonable convenience of passengers, animals or goods carried or to be carried
on its railway
(x) establishment of Mass Transit apd other people mover systems of all types and
disciplines. Rail. Road, Sea. Underground and Air based including Rail based mass
capacity rapid trans~tsystems; Surface heavy rall system. Heavy metro systems,
surface, elevated or underground Light Rail Trans~tSystems, People Mover Systems,
including magnetic levitation systems and monora~ls.
(xi) doing all other acts necessary for making, maintaining, altering or repairing and using
the railway.
I
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22. To promote, establish. construct. equip, operate, upgrade and maintain all types of systems
and methods in order to facilitate Lravel, transportation and commuting of passengers. cargo
and freight and to further these objectives amongst others, to construct, equip, operate and
maintain roads. paths, routes, circuits, courses, itinary, streets, access, approach arteries,
avenues. boulevards, channels, drags, highways. passes, promenades. roadways. strait
thoroughfares, trails, bridges, overpasses, trestles, viaducts, tunnels. passageways, conduits,
pathways, shafts, subways, tubes, bye-passes, freeways, highways, expressways and all types
of infrastructure and all other works, erections and things of any description whatsoever either
upon the lands acquired by the Company or upon other lands and generally. to alter and
improve the lands and other properties of the Company and to finance all such activities To
promote. plan, locate. establish, build, lease, construct, finance. equip, maintain, operate,
administer. manage, service, improve, upgrade and carry out repairs in respect of all types of
projects. systems and methods in the infrastructure sector on a "Build Own Operate" (BOO),
"Build Own Operate Maintain" (BOOM). "Build Own Operate Transfer" (BOOT), basis, and
particularly in sectors relating to roads, bridges, highways, waterways, telecommunications.
ports, power. energy, urban development, airports, railways. tramways with a with to
facilitating, improving, and developing the level of infrastructure in the economy.
23. To acquire by purchase, lease, license, exchange. hire or otherwise immovable properties
induding lands. buildings. tenements and premises and other easementory right of any tenure
whether subject or not to any charges or encumbrances and to hold and develop or to sell. let.
alienate, mortgage, charge. license or otherwise deal with all or any of such lands, buildings,
-
tenements or premises or other immovable property.
24. To participate in various Schemes or programmes sponsored or promoted by the Government

for and to undertake regulation and improvement of transport facilities and provide the requisite
infrqstructure therefore and to collect fees, tolls, charges and dues from the public for
providing, managing or maintaining facilities or infrastructure put up or acquired by the
Company as principals or as agents of all and as concessionaire on behalf of Government or
any other authority or any person whatsoever.
IV. The Liability of the members is Limited.
V. The Authorised Share Capital ofthe Company is Rs.1,00,00,0001- (Rupees One Crore
anlykdivided into 10,00.000 (Ten Lac) Equity Shares of Rs. 101- (Rupees Ten only)
each. ...
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THE COMPANIES ACT, 1956
[COMPANY LIMITED BY SHARES]
ARTICLES OF ASSOCIATION
OF
BRlJ BHOOMI EXPRESSWAY PRIVATE LIMITED
Al,plicition ofTnbl: 'A'
1. Subject as hereinaner otherwise provided, the regulations contained in Table 'A ' in
Schedule 1 to the Companies Act. 1956 hereinafter referred to as the Acl. shall apply to
this company as far as they are applicable to private companies except as otherwise
providedl modified implied or expressly by the following Articles. Restriction or transfer of
shares and number of members and prohibition of invilallon for Subscription.
2 . This company IS a Private Limited Company within the following meaning of Section 3(1)
(iii) of the Companies Act, 1956 and accordingly the following provisions shall have
effect, namely
(a) The number of members of Company (Exclustve of persons, who are in the
employment of the Company and persons who having been formerly in the
employment of the company, were members of the company, while in that
employment and have continued to be members after the employment ceased) is
not to exceed Fifty, provided where two or more oersons hold one or more
shares in the company jointly, they shall for the purpose of this clause, be treated
as single member
(b) Any invitation to the public subscribe for any shares In or debentures of the
Company is hereby prohibited: and
(c) The right to lransfer the shares of the company is restricted
(d) The Company will not accept the deposits from any persons except from
directors &their relatives.
(e) The Patd up Share Capital of the company will not be less than Rs 1.00,C@01-
(Rupees One Lac only).
Capital:
3. The Authorised Share Capital of the company is as per Clause V of the Memorandum of
Association of the Company. with power to increase and reduce the capital to divide the
shares in the capital for the time being into several classes and to attach thereto
respectively such preferential. qualified or special rights, privileges and conditions as may
be determined by or in accordance with the Companies Act. 1956 for the time being in
force and the Regulations of the company and to vary, modtfy or abrogate any such
righls, privileges or conditions in such manner as may, for the time being be provided by
the regulations of the Company.
. , l i i
Directors who may allot.

. . lo such person or persons
such time as they think fit
-.
Power t o Issue Preference Shares
5. Subject to the provisions of Section 80 of the Act, any preferential shares may with the
sanction of a n ordinary resolution, be issued on the terms that they are, or at the option
of the Company are liable to be redeemed on such terms and in such manner as the
Company, before the issue of the shares may by a special resolution determine.
Trust not Recognised
6 No person shall be recognized by the Company as holding any share upon trust and the
Company shall not be bound by or be compelled to recognize any equitable contingent,
future or pa~lialinterest in any share or any equitable contingent, future part of a share or
(except only as by these Regulations or by Law otherwise provided) any other rights in
respect of any shares except an absolute to the entirety thereof in the registered holder.
Member's Right t o Share Certificate
7 Every member shalt be entltled to cert~flcatefor the share registered in h ~ name

s Such
cerl~flcateshall be in accordance wtth the Conpan~es(Issue of Share Cert~ficate)Rules,
1960 speclfylng the share or shares held by the member amount pald thereon, under the
common seal of the Company In respecl of share or shares held Jointly by several
persons the Company shall not be bcund to IssLe more than one certtlicate and dellvery
of a ceddlcate to one of the several joint shareholders 1s suff~c~enldellvery to all such
holder
Renewal of Certificate
8 If a share certificate IS defected lost or destroyed lt may be renewed such terms ~fany.
as to ev~denceand lndernn~tyas the D~rectorsmay thlnk f ~ t
Company's Lien on Shares
9. The Company have a first and paramount hen upon all shares (whether fully paid or not)
registered in the name of any member either alone or jointly with any other person and
upon the proceeds of sale thereof. for his debts. l~abilitiesand engagements whether
solely or jointly with any other person to or with the Company, whether the period for the
payment, fulfillment, or discharge thereof shall have actually arrlved or not and sucn lien
shall extend to all dividends. from time to time declared in respect of such shares. But the
Board of Directors may at any time declare any shares to be exempted wholly or partly
from the provision of this Article.
Enforcing of Lien by Sale
10. The company may sell in such manner as the Directors think fit. any shares on which the
Company has a lien but not sale shall be made unless a sum in respect of which the
existing lien is presently payable and not until the expiration of 14 days after a notice in
wriling starting and demanding payment of such part of the amount in respect of which
the lien exists as in presently payable has been given to the registered holder for the time
being of the share or the person entitled there to by reason of death or insolvency
Application of Proceeds of Sale
11. The proceeds of the sale be received by the Company and applied towards satisfaction
of such debts, liabilities and engagements in respect of which the Lien exists and the
residue if any, shall subject to a lien for sum not presently payable as existed upon the
. sate, be paid to the person entitled lo the share at the date of the sale.
Calls
The Dlrectors may from time to ttme make such calls upon members In respect of all
moneys unpvd on the~rshares A call shall be deemed to have made at the tlme when
Ihe resolut~onof the Dlrectors author~z~ng
such call was passed
In regulation 13(1) of table ' A the words" Provided that no call shall exceed one fourth of
the nominal value of the shares or be payable at less than one month from the date fixed
for the payment of last preceding call" shall be omitted.
When Interest on Calls Payable
14. If any member fails lo pay call on the day appointed for payment thereof, the Direclors
may at any time thereafler serve a notice on him requiring him to pay the call with any
interest which may have accrued. The notice shall name a further day (not earlier than
the expiry of 14 days from the date of service of notice) on or before which paymenls
required by the notice are to be made and also shall state that in the event of
nonpayment at or before the time appointed the share in respect of which the call was
made will be liable to be forfeited.
If Notice n o t Complied with Shares may be Forfeited
15. If Ihe requtrements of any such notice are not complied wtih by Ihe member in respect of
which a notice has been given at any time thereafter be forfeited by a resolution of the
Board of Directors to the effect.
Board's Right t o Disposal of Forfeited Shares
16. A forfeited share may be sold or otherwise disposed of on such terms and in such
manner as the Director may unan~mouslydecide and at any time before the sale or
disposition the forfeited may be cancelled on such ternls as the Directors may think f ~ t
Transfer
17. Save as hereby otherwise provided no shares shall be transfened to any person who is
not a member of the Company so long as any member is willing to purchase the same at.
the fair value to be determined in the manner hereinafter provided
28. Except as hereinafter provided, no shares in the Company shall be transferred unless
and until the rights of redemption hereinafter conferred shall have been exhausted.
Determination of fair value
19. In case of difference arising between the retiring member and Ihe purchasing member as
to fair value of the share. the same shall be fixed by the Auditors of the Company or by
any Arbitrator or Arbitrators mutually appointed by both retiring and purchasing member
and approved by the Board of Directors.
Default by proposing Transferor
event of the retiring member failing to carry out the sale of any shares which shall
became bound to as aforesaid, the Board of Directors may execute a transfer in his
and may give a receipt for the purchase price of such shares and may register the
thereof and issue to him a certificate lor the same. There
shall became indefeasible entitled therelo. The retiring
bound to deliver his certificate for the said shares and on
shall be entitled to receive the purchase price without interest and if the
compromise any shares which he has not become bound to transfer as
of Directors shall issue to him a certifi~atefor such shares.
Dematerialization of Security
21. For Ihe purpose of this Article:
(a) Definitions:
'Beneficial Owner' means a person or persons whose name IS recorded as such

with a depository;
'Depository' means a company formed and reg~steredunder the Compan~esAct,

1956, and whlch has been granted a cert~ficateof reglstratlon to a d as depos~tory
8 Exchange Board of Indra Act 1992, and
under the Secur~t~es
'Security' means such security as may be specified by SEBl lrorn time to time
(b) Dematerialization of Securities
Nolw~thslandinganything contained in these Articles, the Company shall be entitled

lo dematerialize its securities and to offer securities in a dematerialized form pursuant
to the Depositories Act. 1996
(c) Options for investors
Every person subscribing to securities offered by the Company shall have the option
to receive security certificates or to hold the securities with a depository. Such a
person who is the beneficial owner of the securit~escan at any time opt out of a
depository, if permitted by the law. in respect of any security in the manner provided
by the Depositories Act, and Ihe company shall, in Ihe manner and within the tlrne
prescribed, issue to the beneficial owner the required Certificates of Securilies.
If a person opts to hold his security with a depository, the company shall intimate,
v c h decository the details of allotment of the security, and on receipt of the
~nformalion.the depository shall enter in its record the name of the allottee as the
beneficial owner of the security.
(d) Securities in Depositories t o b e in fungible form
All securities held by a depository shall be dematerialized and be in fungible form.

Nothing contained in Sections 153, 153A. 1536, 1878. 187C and 372A of the Act
shall apply to a depository in respect of the securities held by it on behalf of the
beneficial owners.
(e) Rights of Depositories and Beneficial Owners
i. Notwithstanding anything to the contrary contained in the Act or these Articles, a

depository shail be deemed to be the registered owner for the purposes of
effecting transfer of ownership of security on behalf of the beneficial owner.
~ i . Save as otherwise provided in (a) above, the depository as the registered owner
: of the securities shall not have any voting rights or any other rights in respect of
',a the securities held by it.
!
Every person holding securities of the Company And whose name is entered as
the beneficial owner in the records of the depository shall be deemed to be a
member of the Company. The beneficial owner of securities shall be entitled to all
the rights and benefits and be subject to all the liabilities in respect of his
securities which are held by a depository.
(f) Service of Documents
Notwithstanding anything in the Act or these Arlicles to the contrary, where securities
are held in a depository. the records of the beneficial ownership may be served by
such depository on the Company by means of electronic mode or by delivery of
floppies or discs.
(g) Transfer of Securities
Noth~ngcontained in Section 108 of the Act or these Articles shall apply to a transfer
of securities effected by a transferor and transferee both of whom are entered as
beneficial owners in the records of a depository.
(h) Allotment of securities dealt with i n a Depository
Notwithstanding anything in the Act or these Articles, where securities are dealt with
by a depository, the Company shail intimate the details thereof to the depository
immediately on allolrnent of such securities.
(i) Distinctive numbers of Securities held i n a Depository
Nothing contained in the Act or these Articles regarding the necessity of having
distinctive numbers for securit~esissued by the Company shall apply to securities
held with a depository.
(j)Register a n d index of Beneficial Owners
The Register and index of beneficial owners maintained by a depository under the
Depositories Act. 1996, shall be deemed to be the Register and Index of Members
and Security holders for the purpose of these Arlicles'.
Default by Company
22. If the Board of Directors cannot within the period of 30 days after the services of the sale
notice. find a purchasing member for all or any of the shares comprised therein and give
notice accordingly or if though no fault of the retiring member, the purchase of any shares
in respect of which sale notice have been given, shall not be completed within 30 days
from the service of such notice the retiring member shall at any time within three months
thereafter be at libeny, subject to Article 2 thereof to sell and transfer the shares
compromised in his sale notice.
Discretion of Board
may waive the requirements of Articles of 17 to
Board's Right t o Refuse t o Register
24. T$z<~;:#$#s may refuse to register any transfer of shares:

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(akbthgut assigning any reason therefore
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( b ) Y e r e the Company has hen on the shares
ur
,
(c) Where the result of such reg~stratlonwould make the total number of members
exceeds the llmll mentioned m Art~cle2 But Clause (C) of Art~clethls shall not apply
where the transferee IS already a member
No transfer t o insolvent
25. No transfer shall be made to an insolvent or a person of unsound mlnd
Fees for transfer
26. No fees shall be charged by the Company for transfer.
Annual General Meeting
27. The Annual General Meeling shall be held in accordance with Section 166 of the Act and
shall be called for a time during business hours, on a day that is not a public holiday and
shall be held either at the Registered Office of the Company or at some other place
within the city or town where the Registered Oflice of the Company is situated as the
Board of Directors !nay determine and the notlce calling tlie meeting shall specify it as
the Annual General Meeting. Every member of the Company shall be entitled to attend
every general meeting either in person or by proxy, and the Auditor of the Company shall
have the right to attend and to be heard at any general meeting on any part of the
business which concerns him as Auditor.
At every Annual General Meeting of Ihe Company there shall be laid on the table In
Director's Reports and audited statement of accounts, auditor's report (if not already
incorporated in the audited stalemenl of account) the proxies lodged and the Register of
Directors. Shareholdings. maintained under Section 307 of the Act The Aubitor's rsport
shall be read before the Company in General Meeting and shalt be open to inspection by
anv member of the Company.
Extra-Ordinary General Meeting
28. All General meetings other than Annual General Meetlngs shall be called Extra-ordinary
General meetings. The Board may, whenever it thinks fit, call an Extra-ordinary General
Meeting. If at any time there are not within India D~rectorscapable of acting who are
sufficient in number to form a quorum. any Director may call an Extra-ordinary General
Meeting ;i the same manner, as nearly as possible, as that in which such a meeting may
be called by the Board at such time and place as he may determine.
The Board of Directors of the Company shall on the required of such number of members
of the Company as is specified in sub-section (4) of section 169 of the Act. forthwith
proceed duly to call an Extra-ordinary General Meeting of the Company, and in respect of
any such requisition and of may meeting to be called pursuant thereto, all the other
provisions of Section 169 of the Act and of any statutory modification or re-enaclment
thereof forthe time being shall apply.
Notice of General Meeting
29. A General Meeting of the Company may be called by giving not less than 21 days notice
in writing. However, General Meeting may be called aflei giving a shorter notice than 21
days, il consent is accorded thereto as provided in Sectio'n 171 of the Act.
Provided lhat where any members of the Company are entitled to vole only on some
resolution or resolutions to be moved at the meeting and not others, the provision of this
Article shall apply in respect of the former resolutions but not in respect of the later.
Every notice of a meeting of the Company shall specify the place. the date and hour of
the meeting, and shall contain a statement of the business to be transacted thereat. No
general meeting, annual or extra-ordinary, shalt be competent to enter upon, discuss or
lransact any business which has not been specially mentioned in the notice or notices
upon which it was convened.
Where any type of business to be transacled at the meeting are deemed to be special as
provided in Section 173 of the Act, there shall be annexed to the notice of the meeting a
slatement settlng out all material facts regarding each such item of business including in
particular. the nature and extenl of the Interest IIany therein of every Director and the
Manager. !f any. of the Company and the prov~sionsof the s a ~ dSection 173 of the Acl
shalt apply accordingly
Service of Notice
30. A documenl may be served by the Company on any member thereof and the Notice of
every meeting of the Company shall be given to every member In any manner author~zed
by and as provided in Sections 53 and 172 of the Act
Notice of evely meetlng of tlie Company shall be given 13 the Auditor or Audltors for the
t~mebeing of the Company, in any manner set out In Seclion 172 of Ihe Act for giving
notice to any member or members of the Company.
tlowever. the accidental omission to give notice of any meeting to or the non-receipt of
any notice by the member or other person to whom lt should be glven shall not invalidate
Ihe proceedings at the meetings.
Where by any provision contained in the Act or ~n these Articles, special nolice is
required of any resolution, notice in respect of the same shall be given to the Company
and by the Company as provided in Section 190 of the Act.
Quorum
31. NObusiness shall be transacted at any General Meeting unless the quorum of members
is present. Two members present in person shall be the quorum for a General Meeting
Voting Z. Proxy
32. Any member of the company entitled to attend and vole at a meeting of the Company
shall be entitled to appoint person (either member or not) as his proxy to attend and vote
instead of himself. The proxy so appointed shall be entitled to vote on a show of hand.
however, he shall not have any right what-so-ever to speak at the meeting. Every Notice
convening a general meeting of the Company shall stale that a member entitled to attend
.,
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and vote is enlitled to appoint one or more proxies and that proxy need not be a member
the Company.
1C
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*,- 13 Number of Directors,
s and unlil othemise determined by the Company in General Meeting. the number
ectors shall not be less than TWO and not more lhan TWELVE including Managing
or or Nominated Director.
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1. Mr. Shailendra Kumar Tripathi

First Directors
he First Directors of the Company shall be:

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2 Mr aelagatta Naras~mhamurthyNagaraj
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35. Subject to Article 34 above, the Board shall have power at any time and from time lo tim$ .t
to appoint any person as a Director as an addition lo the Board, but so that the tolaw" '.
number of Directors shall not at any time exceed the maximum number fixed under thesec$ "'
Articles Any Director so appointed shall hold office only unlil the next Annual General
Meeting of the Company and shall then be eligible for re-election.
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Rotation of Directors
36 Not less than Iwo third of the total number of D~rectorsshall-
(a) be persons whose period of off~ceis liable to delermination by relirement of Directors

by rotalion, and
(b) save as otherwise expressly provided In the Act, be appointed by the Company in
General Meeting.
The remaining Directors shall, in default of and subject to any regulalions in the Art~cles
of the Company, also be appoinled by the Company. in general meeting.
Share Qualification not applicable
37. Any person whether member of the Company or no1 may be appoinled as a Director and
no qualification by way of share holding shall be required from any Director.
Additional Directors
38. Subject lo Ihe provisions of Section 260 of the ~ c t the

, Board of Directors shall have
power at any time to appoint Additional Director subject to the maximum number fixed in
Article 32. The Additional Directors shall hold office until the next Annual General
Meeting, wherein they shall be eligible for re-appointment.
Nominee Directors
39. Subject to Articles 33 the Company may under any agreement with any corporation or
Institution, for obtaining finanual aid or subscription for its shares or under any
agreement with any foreign collaborators. give such Corporation or Institution or foreign
collaborators power to appolnt one or more persons to be Direclors of the Company and
to rekove such Director1 Directors and appoint anotherlother in hisltheir place. Such
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~ireck$sshall not be liable lo retire by rotation.
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Directors Sitting Fee
40 EEre;j/Srector shall be pald a sitting fee of such sum as may be determined by the Board
ttmeItr; !me for every meetlng of the D~rectorsor of any sub-committee thereof at which
he$f@l be present besldes the expenses rnenttoned In Regulat~on65 (2) of Table A
.,
Board Meetings
41. (a) The Board of Directors may meet for the dispatch of bi~slnessfrom lime to time and
may adjourn and otherwise regulate their meetings and proceedings, as they think fit
(b) A meeting of the Board of Direclors shall be held at least once In every three
calendar months and at least four sucli meetings shall be held in every year as
required by section 265 of the act.
Chairman
42 The Board of Directors may elect a chairman of its meeling and determine the period lor
which he 1s to hold office, if no chairman is time appointed for holding the meetlng, the
Directors present may choose one of Ihe members to be chairman of the meeluig.
Quorum
43 The quorum for a meetlng of the Board of D~rectorsshall be 113 of it total strength (any
fracllon contained In that 113 belng round off as one or tvro Dtrectors whichever is h-gher)
General power o f Company to be vested i n Directors
44. The management and control of the business of the Company shall be vested with the
Board of Directors, who may exercise all such powers and of the Company are not
requ~redto be exercised in General Meeting by the Companies Act. 1556 or any statutory
modification thereof for the time being not inconsistent with Ihe aforesaid regulations or
provisions as may be prescribed by the Conlpany In General Meeting But no regulations
made by the Company in General Meet~ngshall Invalidate any prior Act of the Direclors,
which would have been valid if the Regulation had not been made
Appointment of Directom by lending Institutions
45. H and when the Company borrows money or secures guarantee from national financtng
bodies or corporations, brokers, or Government or Semi GovernmePt organizations and if
in terms of the agreement with team relating to the borrowing of funds or for any other
consideratipn or purpose to promote the objects of the Company. the appointment of
their represenlatives and Directors of the Company is required, their represenlatives shall
accordingly be appointed as Director. The Director so appoinled shall not be liable to
retire by rotation and shall not be required to hold qualification Shares. Such Directors
shall also be taken into consideration for determining the strength of the Board under
Article 23 above.
Appointment of Directors from Financial Institution which contribute towards
share capital
-. . .
46. If and the Company arranges to get substantial share capital of the Company taken up by
. .
: [ecognized Financial or Industrial Development corporation and if in terms of agreement
3 for such financial help the appointment of their representatives as Directors of the
Company is required, lheir representatives shall accordingly be appointed as Directors .
The Directors so appointed shall not be liable to retirement by rotation and shall not be
'a required lo hold qualification shares
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*9ipp.71JU Management by Managing Directors
,, 4 7 . Subject to the control and supewision of the Board of Directors the business of the
Company may be carried on by one or more Managing Directors. The Managing Director
shall be appointed or removed by the eoard from time to time and it shall likewise fix his
term. qualltications, remuneration, duty, atrthor~tyand power. The remuneration may be
way fixed salary andlor conlmission the net profits or turnover. The Board is given the
discretion to fix the remuneration on any or all of these.
48. The managing director shall have such powers as the Board may delegate, including
powers and full discretion as to the engagement and dismissal of mangers, technicians,
legal advisers, brokers . agents (not sole selling agents) clerks, assistants labor and
servants and the general discretion, management and supervision of the business of the
Company with full power to all acts. mattes and things deemed necessary, proper, or
expedient fob carrying on the business and concerns of the Company and to exercise all
powers, authorities and d~screlionof the Company except only such of them as by the
said Acts or by these presents are directed to be exercised by the Directors in Board
Meeting or by the Shareholders jn General Meeting.
Power to appoint Committee
49 The Board of Directors may sublecl to the provlslons of the Act delegates any of its
powers to somrnlttees conslst~ngof such member or members of ~ t sbody and such other
l I or to the Manag~ngD~reclorAny Committee so formed or the
persons as 11 th~nksf ~and
Managlog Director shall In the everclse of the powers so delegated, confirm to any
regulations lhat may from tlme to tlme be ~niposedupon 11or h ~ r nby Ihe Board
Power to Borrow
50.The Directors may from time to tirne raise or borrow any sums of money on behalf of the
Company from the members or other persons, companies, blanks or tinanc~alinstttut!ons
or any of the Directors may himself advance money to the Company on such interesl as
may be approved by the Board of Direclors.
Borrowings powers
51. The Directors may from lime to time secure the payment of such money in such manner
and upon such terms and conditions. in all respects as they think fit and in particular by
the issue of debentures or bonds of the company or by mortgage or charge of all or any
pari of the,co.mpany and of its uncalled capital for the time being.
.
52. Subject to the provisions of Ihe Act, the directors may from lime lo time entrust to and
confer upon the Managing Director for the time to time being. such of the powers
exercisable under these presents by the Directors and they may think fit, and may offer
such powers for such lime, and to be exercised for such objects and purpose upon such
terms and cond~tionsw ~ t hsuch restrictions as they think expedient and they may from
tirne to time withdraw . revoke .alter or vary all or any such powers.
Powers of Managing Director
Company shall b e wound up and the assets available for distribution among the
as such shall be insufficient to repay the whole of the paid-up capital, such
shall be distributed so that. as nearly as may be losses shall be born by the
in proportion to the capital paid-up at the comniencement of the winding up on
.4 the shares held by them respectively. And if in a wind~ng-up.the assets available for
d~stributlonamong the members shall be more than sufficient to repay the whole of
capital paid up the commencement of the winding-up the excess shall be distributed
amongst the members in proportions to the capital at the commencement of the winding
up, paid-up on the shares held by them respectively but thls Art~cleis to be without
prejudice to the r~ghtsof the holders of shares issued upon special terms and condilions
54 If the Company shall be wound up and the assels available for d~str~but~on among the
members as such shall be lnsufilc~entto repay the whole of the p a d up capltal such
assets shall be drstributed so that, as nearly as may be losses shall be born by the
members In proportion to the capltal pald-up at the commencement of the wlndlng up on .i
the shares held by then1 respectively And 11 In a wrnd~ng-up the assets available for
d~str~butron among the members shall be more than sufficient to repay the whole of
caprtal p a ~ dup the commencement of the wlndlng up the excess shall be d~str~buted
amongst the members ln proporllons to the capltat at the commencement of the wrnd~ng
up, pa~d-upon the shares held by them respect~velybut h ~ sArticle IS to be w~thout
prelud~ceto the rfghls of t?e holders of shares Issued upon spec~alterms and condltlons ' i
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Common Seal &&,
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55 The Board of D ~ ~ e c t o rshall
s prov~dea common seal for the Company and for the safe "6-. - *
custody thereof The seal not be appl~edon any Instrument except by an authorlly of Ihe
Board or of a Committee authorlzediappo~ntedby the Board In that behalf and except In
the presence of two D~rectorsand the Secretary or such olher person as the Board or
Comn~~ttee !nay appolnl for the purpose such D~rectors and the Secretary or other
person aforesa~dshall slgn every ~nstrulnentlo which seal of the Company IS so afflxed
In therr presence
Books of Accounts
56 The Board of D~rectorsshall cause that rn accordance w ~ t hsectlon 209 of the Act proper
books of account are kept at the reg~steredofflce of the Company or a' sucn olher place
In lnd~aas they lhlnk f ~ t
57 The Books of accounts be open for lnspectlon to the Drrectors durlng buslness hours No
member shall be ent~tledto Inspect the company's books w~thoutthe permlsslon of the
d~rectors or l o requrre discovery of and tnformat~on respecting any detall of the
Company's trad~ngor any matter whlch IS or may be In the nalure of trade secret cw
secret process or trade mystery whlch may relate lo the conduct of the business of the
l be expedient In the Interest
Company and whrch In the oprnlon of the D~rectors.11 w ~ lnot
of the Company to communicate to communlcate to the publlc
58.Subject to Section 201 of the Act, every officer or agent for the time berng of the
Company shall be Indemnified out of the assets of the Company agarnst any liability
incurred by him in defending any proceedings. whether civll or criminal in which the
Judgment is given in his favor or in which he is acquitled or in connection with any
applicalion under Section 633 of the Act. in which relief is granted to him by the Court.
We., the several persons whose names and addresses are subscribed below are desirous of
being formed into a Company in pursuance of this Articles of Association.
' 3
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0 HP. 0 6 L & i p W ~ &
Place: AC, fl q, Date: 2 g / I / / & lo

If,
CERTIFIED TRUE COPY OF W E HESOlUrlON PASSED B Y THE BOARD OF
DlREMORS OF RRlJ BHOOMl EXPRESSWAY PVI LTD A T TtrEIR MEETING HELD .
ON 0*" tlECEMBER 2010 AT 10.00 A.M. AT IWE KALPATHU SYNERGY, OPPaSlTE
GRAND HYATT, SAElTACRUZ (EAS'! ). MUMBA1
Signing of Agrcsrnent with NHAi
The matatter regarclang the Sqning of Agrzturn~xi' nilth i.lni-l Y*%. <:lily cuf~:;idwe,j b:. !I-r
Board and the follwnng 1s7soiu!ioo YJZS psstrJ r . l!:~s rec):?:d
f i %-#as Infnrrned to lhe Boar4 that piirsuant to a Bi! itibtt:iE?il! i ~ yIMC ?rr,!e*.r:s jlr;d:tt!
Limited !ha promolor of the Co~ipanyto NHAI. Ni-i.L.! i?a:i a.r,arii;.d zs r2r:ijis3i for !he +.YO
Larling i ~ i t hpaved s:)a:!iders s f & 3 ~ 2 Afiaar)t S,:.<:;:>r.,,i ?.;I i 23 $!:i::- K$-, ;:<>;> 2: ::Gf,;go ,.:r:<~:
;.rl.+TjfA phase)Vj+;: fp~p i-iI.):::-,; Pracesl) 0.: ~ .-.-,
; L sG,! .,.., .. .
. - - Til..i.. , ;< -I-.-,I: :.jue!iik 3t;C 7::3:5$>:
{CBfoTI ba.51~ an:: 10 c h a r y ;:.r?:: z.illec! lo!! fees ir! !:$votjc ::I! ...';;?:p;'i'\i t>y -&%y r;f !t;;_.t! L5i;i-r
of Acoeplarico : i c ~ : : -.. . .-
. , ... . ,
RESOLVED FURTHER !!lit[ %r 5 ,?i N&J'II:~~,i~:!:~!,.K~! z.:! !i!:2 <'>;r!i.;;j:!, bl: J I ! ; ~ e.i>e;e!>$
aulj~otaedla exocule !Ire C;OJ.~C~S?.IVO Ag~eej~~eot iiil II?t.: t?t;.i:iili i.if !he C:oi:)riC~l.y at?Jolso to
!~r?d&akeall acrs. drzds anc! ihings ofl bellall c i t tiir; t:i'm;~ar?.j and ti: i ~ ~ t cexcKute r. ilnd
6igf1 Mrtcus other. dacnrr~ctrlsoil 2y:traIf 1st tile i:r~:n~ic.iy may tw rcc;srirc.ci fiwn Iiinr ri>
;:IT
tn!e
RESOLVED FURTHER leal tne Ccrtnrlrorl Seal :,I ti;c: 'c;f,rtTpar?y be .ji:~xeJc:vr vaituils
as pc?r tha Ar!ic!es of .is~iici;>!i;>n
doc:~rrrenlsanti ~!lreei?reitf..i :if:itc !o:l!;?ilr;y
Fnr BRlJ BHOOMI EXPRESSWAY PRfVATE LIMITED

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2.F-
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A
7
-
- - -
advocates B solicitors
- ---
Decemk-13,2010 - -- - -- - -- --
To,
National EIighways Authority of India,
G 5&6, Sector - 10,
Dwarka,
New Delhi-110075 .
Dear Sin,
Re: Opinion under sub clause (h) of clause 4.13 of the draft Concession Agreement to be
executed between Brij Bhoomi Expressway Private C i t e d (the "Company") and the
National Highways Authority ofIndia (the "NHAP').
1. ln connection with this opinion, we have examined the following documents:
(a) Certificate of incorporation of the Company dated December 6,2010 ("COX");

@) Memorandum of Association of the Company ("MOA");
(c) Articles of Association of the Company ("AOA");
(d) Certified true copy of the resolution passed by the Board of Directors of the Company
dated December 8,2010 ("Resolution"); and
(e) the draft Concession Agreement to be executed between the Company and the NHAI
(the "Draft Agreement", which expression shall include all annexures,schedules and
exhibits attached thereto)
2. The documents listed at (a) to (e) and shall be r e f e d to as the 'Bocuments".
Based on our review of the Documents and subject to the assumptions and qualifications set
out in Annernre 1 hereto, we are of the opinion that so far as the present laws of India
including applicable regulations and p h c a are concerned:
2.1 The Campany is a company duly incorporated and validly existing under the laws of
India, as a separate legal entity and has full corporate powa and authority to enter
into and perform its obligations under the Draft Agreement.
22 Upon execution of the Draft Agreement, the obligations to be assumed by the

Company thereunder, would be legally valid, bindiig and enforceable in accordance
with the terms thereof and laws of India.
2.3 The entry into, delivery and performance by the Company of the Draft Agreement
f- 06~
- -- --
of tlie ~ b l i ~ a t i o = ~ K ~ ~ o Y e c eapprovals s s a r f&-
~
made whenever required at that material time) do not and will not
conflict in any respect with the constitutional and other organizational documents of
the Company or ahy applicable law or regulation in India.
3. This opinion is given under and with respect to tile present law including applicable
regulations and practices of Indii only, as on the date of this opinion. Any changes in Indian
law, which could also be retroactive, could have an effect on the validity of our conclusions
stated herein. No opinion is expressed or implied and no investigations have been made for
the purposes of this opinion as to the laws of any other jurisdiction. We also do not express
any opinion on any tax issues (save and except as set out in this opinion).
4. This opinion is addressed to you in relation to the Company and may be relied upon by you
and not be disclosed to or relied upon by any other person without our express consent, except
that it may be disclosed as may be required in comection with any legal process or inquiry or
demand of any governmental authority with jurisdiction over you.
5. The opinion is confined to the matters stated herein and it is not to be read as extending to any
other matter, by implication or otherwise.
6. This legal opinion is governed by and construed in all respects in accordancewith Indian law.
Yours sincerely,
For J-Sagar Associates
V A
C - b
Partner
Page 2
. . - \;>
l .&.,?
' ad-tes h soliitors
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-.
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--- - --. _ ,-.---I,. --- -

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~- - - -.--
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-
ASSUMPTIONS AND QUALIFICATIONS
For the purpose of this opinion, we have assumed.
1.1 all the statements as to matters of fact contained in the COI, MOA, AOA, Resolution
and the Draft Agreement are correct and complete. We have no material to indicate,
nor reason to believe, that such statements are not correct or genuine;
11 all copies (including faxed copies and those sent by electronicmail) of all documents
submitted to us are true, complete and conform in all respects with the originals;
13 the board meetings of the Company to which minutes 1 resolutions relate, were
properly convened and conducted (in accordance with the Companies Act, 1956 of
Mia and the Articles of Association of the Company) and the Resolution constitutes
true and correct record of the matters contained in them;
We have not taken any steps to verify these assumptions.
2. QUALIF1CAllONS
Our opinion is subject to the qualifications set out below.
2.1 The opinion set forth above as regards the biding effect and validity of the Draft
Agreement and its enforceability, in terms thereof, against tfie Compaoy means that
the obligations are of a type which Indian Comts would usually enforce subject to the
following exceptions:
(a) enforcement may be limited by g e n d principles of equity and certain rights

and obligations of the parties may be qualied by doctrines of good faith and
fair conduct, the availability of equitable remedies and ~ t h esimilar
r matters;
for example, equitable remedies such as injunction and specific performance
may be granted at the discretion of the cornts and may not be available where
damages are considered by the court to be an adequate remedy, or where the
court does not regard specific performance to be the appropriate remedy,
(b) ' actions may become barred under the Limitation Act, 1963, or may be or
become abject to ,set off or counter claim, and fa~lureto exercise a right of
action within the relevant limitation period prescribed will operate as a bar to
Page 3
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advocates b ~0licitotS
:I,
-
- - -4
i'g t h i i s e of such right
-
-3:
3 !a
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- .>.<,44 4 (c) any ~ d f i c a t e ,determination, notitication, opinion or the l i e will not be
-
.h-c,u ;.I*'
,-%i4 biding on an Indian court which would have to be independently satisfied on
the contents t h m f for the purpose of enforcement despite any provisions in
the .Draft Agreement to the c o n m , where any party is vested with a
discretion, the Indian courts may require that the discretion be exercised
reasonably or that the opinion be based on reasonable grounds.; and
(d) all limitations resulting .ftom the lam of reorganization, winding up,
liquidation, industrial sickness, insolvency, suretyship or similar laws of
general application.
22 Under Indian law, provisions in the Draft Agreement concerning interest on amounts
overdue as well as those which result in a party recovering more than its achlal loss 5
(detamined on the basis of the.principles of law relating to the calculation of
damages) following a breach by another party would be unenforceable against that
other party if such provisions were held to not constitute a genuine and reasonable
precstimate of the loss concemed or if such provisions are inconsistent with Indian
practice.
2.3 An unstamped or an insufficiently stamped document shall not be admissible in

evidence before an Indian court unless the requisite stamp duty and interest I penalty
thereon bas been paid. If a document is stamped in one State aud required to be
brought into another State for the purpose of enforcement, then any differential
incremental stamp duty will have to be paid on the document before it can be
admitted as evidence. Further, an unstarnped or insufficiently stamped document can
be impounded by the relevant stamp authorities under the provisimns of Indian stamp
laws.
2.4 Other than the review of the Documents, we have made no search of any public
records nor independently validated the information provided to us with any external
source (including the Registrar of Companies) and have not conducted any due
diligence on the affairs of the Company and have not examined any other documents
relating to the business and affairs of the Company.,
2.5 No opinion is expressed a matters of fact.
Page 4
9rr
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1 1hnr71 u ?lHdrn
lLu
' [ ~ L l n
- J ~ EProjects (India) Ltd,
1 .
I
*
ENGINEERS 8 CONSTRUCTORS
(A Kalpataru Group Enterprise)
KalpataruSynergy, Opp Grand Hyatt. Santam (East),Murnba~- 400 055
Phone +91-22-30645000 Fax +91-22-30613888 Webs~te.www jrncprqects corn
Ref no: JMCjAgra-Aligarh /2010/282 Date: 13'~December 2010
To
G-5 & 6, Sector 10, Dwarka, New Delhi -110075
Sub: 2 laning with paved shoulders of Agra to Aligarh section of NH-93 from Km 0/00 t o Km
79/00 in the state-of Uttar-Pradesh on Design, Build, Finance, Operate and Transfer (DBFOT) on
Toli basis in the state of Uttar Pradesh under NHDP Phase IVA: Signing of the Agreement
Ref: 1. J M C letter no JMC/Agra-Aligarh/2010/317 dated 0 8 ' ~Novernher 2010
2. NHAl's letter no NHAI/UP/11017/1/2009/NHDP IVA/AA93/_- dated ~ 4 November

' ~ 2010
?. NiiAl's letter rlo NHP.I/UP/1103.7/1/2009/NHDP !VA/AA93/-_. dated 0 6 ' ~Novelnbei 2010
Deal-Sir,
We refer t o your above mentioned letter dated 4'h NovemOer'10 vide which you have issued
the Letter of Award for the subject Contract Package to us and subsequent cornmunicat~ono:
our acceptance to the above mentioned Works in line with the clause 3.3.5 of the RFP jvslurne-
I) vide our letter dated 8'h Novembef 10 as listed in SI no.1 above. Pursuant to the letters listed
in SI no 2 & 3, you have directed us, as per the provisions of RFP Document, to incorporate the
SPV as well as to enter into the Concession Agreement within a pericd of 45 days f:orn the date
of LOA i.e. on or before lgth December 2010.
As a matter of fact we have incorporated the SPV as "Brij Rhoomi Expressway Private Limited
(the Company)" a Private limited company under Companies Act 1956, for the purpose of
domi~ilingthe subject project. Further we are enclosing herewith the certified true copies of
relevant documents and certificate pursuant to the formation of SPV and thereby signing of the
Registered 8 Corporate Office :A 104, Shapath - 4, Opp. Kamavati Club, S. G. Road. Ahmedabad m
3
8n 05.1
t
. . IMC Projects (India) Ltd.

.d
signing of the concession agreement as per clause 4.1.3 of the Draft Concession Agreement for
your perusal and scrutiny.
1. Certificate of incorporation of the Company (COI) dated 0 6 ' ~December,2010

2. Memorandum of Association of the Company (MOA)
3. Article of Association of the Company (AOA)
4. Resolution passed by the Board of Director of the Company dated OgthDecember,ZOlO
5 Optnion from Legal Counsel with respect to Authority o f the Concessionaire to enter
into the Agreement
In light of the above submission, we request you t o fix the date of signing of the Concession
Agreement on lffhDecember 'lo. Please intimate us accordingly.
Thanking you and assuring our best services all the time, we remain
Yours faithfully,
Yours truly,
For JMC Projects (India) Ltd
R. D Murali
Sr. Vice President
Encl: As cited above

j
.-
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EFjGiNEERS d CONSTiiUCTOAS
, r , . -
j-,l'i.
I
OPP.Kc;na~ia!iClub.S. G.R3ad, Ahmedsaad-38005I. INDIA

R8gd.R Corp. Oil!ce: A-134, Sh2~2:h-4.
Phofls : +91-79-30011500 Fax : .-91-79-30011600, 30G117CO
E.?ilall : ]mchoQjmcprojec~s.com Web : w:~vi.jncpro]ects.con
UCTRACT OF THE MINUTES OF THE MEETING OF THE MANAGEMENT COMMIITEE OF THE DIREOORS OF
JMC PROJECTS (INDIA} LIMITED HELD ON DECEMBER 16, 2OlOAT 10.30 A.M. AT THE REGISTERED OFFICE
OF THE COMPANY ..
The Chairman informed the Committee that the Company had got a road project for Agra - Aligarh section
from NHAl on Design, Build. Finance, Operate and Transfer (DBFOT) basis and for which a new Company in
the name of Brij Bhoomi Expressway Pvt. Ltd. has been incorporated o n December 6, 2010. He then
informed the committee that a confirmation is needs t o be given t o NHAl for this new company. The
Committee discussed the matter and passed the following resolution:
"RESOLVED THAT the consent be and is hereby accorded that the road project o f 2 laning o f Agra-A!igarh
Section o f NH 93 in the state of Uttar Pradesh on design, build, finance, operate and transfer basis (DBFOT)
awarded by NHAl to the Company be executed through its newly incorporated subsidiary company Brij
Bhoomi Expressway Pvt. Ltd.
RESOLVED FURTHER that Mr. 5. K. Tripathi, President and/or Mr. 8. N. Nagaraj, Vice President (Projects) o f
the Company be and are hereby nominated t o act as Directors of Brij Bhoomi Expressway Pvt. Ltd. and t o
do all such necessary acts, deeds, things and matters and authorized t o execute all thc necessary
documents, agreements, papers elc. as may be required by NHAI.
RESOLVED FURTHER THAT the Company undertakes t o invest and maintain either by itself and/or through
i t s Affiliates, upto 51% (fifty one percent) in the equity share capital of 8rij Bhoomi Expressway Pvt: Ltd. at
all times 2s per the terms of the Concession Agreement."
.,
Certified True Coov
rojects (India) Limited __ - - A
I" _
ATTESTED T
Company Secretary t
.
/ N&my public
' >, r;'
1 ,
!f$f.i i E:$k~2-e,ssway
j B%ltbonn Private L l :ilit&zi'd
Kalpataru Synergy,Opp. Grand 33yatt.Sarrtaavz (East). Mumbai 400 055.
Phone: +91-22-30665000, Fax : +91-22-30643888
Ref. No: BBEPUAARP120101001 Date: 21'' December, 2010
To
Mr. H.N Mallick
General Manager (T) UP
G-5 8 6, Sector 10,
Dwarka, New Delhi -110075
Subject: 2 laning with paved shoulder of Agra to Aligarh section of NH-93 from Km 0100 to Km
79/00 in the state of Uttar Pradesh on Design, Build, Finance, Operate and Transfer
(DBFOT) on Toll basis under NHDP Phase IVA - Regarding Signing of Concession
Agreement
Ref: 1. Letter no. NHAIIUPH1017/112009/NHDP IVA/AA93/ dated 21'' Dec. 2010
2. JMCIAgra-Aligarh/2010/282dated 13'h Dec. 2010
Dear Sir,
In response to your letter referred above, it may please be noted that JMC Projects (India) Limited
has incorporated the Company Brij Bhoomi Expressway Private Limited (BBEPL) as a Special
Purpose Vehicle (SPV) for the implementation of the subject project. BBEPL is willing to enter into
the Concession Agreement with the Authority (NHAI) and thereby accepts all the terms and
conditions of the LOA, Concession Agreement and other terms and conditions mentioned in any other
writing Icommunications with respect to the subject project as mentioned in the Resolution passed on
December 2010.
In this regard, a certiied true copy of the resolution passed by the board of BBEPL was submitted to
you vide our letter JMCn82 dated 13.12.2010. However, as desired by you. we are once again
enclosing the certiied true copy of the, resolution passed by the board of BBEPL for your necessary
actions.
Thanking you and assuring our best cooperation always, we remain,
Yours truly,
For Brij Bhoomi Expressway Private Limited
Authorized Signatory
ove
' P I : Ji.11: PPI' I E C I S i I 1 LTD.
FW :lo. :91 2 ,78643888 Dec. 22 2019 1:
37Pl.l P l
JNIC Projects (India) Ltd.

ENGINEERS L CONSTRUCTORS
(A Kalpahw Group Enterprise)
Q
.
Kalpataru Syn6fgy, Opp. Grand Hyat, Santacruz (East), Munbsl 400 055
Phone cg1-22-3W5MX) Fax : el-22-30843888 Webslte wwwjrncprojeus.com
8' Date: 22" December 2010
Ti. Ref no: JMC/Agra-Allgarh /2010/288
TO

-
G-S & 6, Sector 10, Dwarka, New Delhi -110075
Kind Attn: Mr. H.N Malllck
%
Sub: 2 laning with paved shoulders of Agra to Aligarh section of NH-93 from Km 0/00 to Km
79/00 in the state of Uttar-Pradeshon Deslgn, Build, Finance, Operate and Transfer (DBFOT)on
Toll basis in the state of Uttar Pradesh under NHDP Phase IVA: Signing of the Agreement
Ref: 1. Your letter no NHAI/UP/11017/1/2009/NHDP IVA/AA93/ dated 21RDecember2010

2. Our Letter no JMC/Agra-Aligarh /2010/282 dated 13th December, 2010
Dear Sir,
We refer to yd& abwe mentioned letter da2ted21" Decembei 2010.vide which you have
directed us t o submit the additional d'ocuments required by the ~uthority'soas to proceed with
the signing of the Concession Agreement as scheduled. ln,view'of the Same we are submitting
herewith true copies of the following document,
.. ..
1. Resolution paridd b i the. Board of ~ l r & c k r . othe

f company dated lfih December 2010 to
invest in the equ)ty of the SPV
please refer to our letter dated Urn

December 2010 as mentioned above, vide which we have
already have'.intioduced the' SPV named .as' *&ij Bhoomi. ~$ressw& ~ r l v a t et :i k t e d [the
. . .. .
Company)* for implementation orthe subject project.
Registered 8 Corporate Office :A 104, ShapaM - 4. OPP. Karnavati Club. S G. Rodd. Ahmedabad 380 051.
-
Tel. :079 3001 1500 Fax : 079 3001 1600 -
FR)( tW. .91 22 38643888 Drr. 22 B 1 0 12:35FPl

Vide resolutton dated 16'%ecember 2010 as attached herewith-the Bidder has authorized the
Company to enter into.Concession agreement with the Authority; The Authorized signatory for
signing of concession Agreement has been mentioned therein. We reaffirm that on behalf of the
Bidder, the Company would execute the Concession Agreement in terms of Letter of Award.
Further the Bidder undertakes that it would at all times inaintiin.k;j.uity in the Company as per
the terms of Concession Agreement and the same has been mentioned in the Resolution of
Board of Directors of the Bidder.
We are further enclodng herewith the resolution passed on by the Company on 81h December
2010 which was submitted vide our letter dated 1 3 ' ~December ZO~O.
As per the resolution it
has been resolved that the Company is willing to enter into the Concession Agreement with the
Authority and person authorized to sign on. behalf of the Company. A separate letter to that
effect is being submitted by the Authorized representativeof the Company.
We have already submitted the requisite documents on 13Ih December 2010 for your perusal
and scrutiny before signing the Agreement on 171h Bcember 2010 as intimated therein.
However, you have requested us for additional documents vide your letter dated 21" December
2010 and hence this submission from our end. We would request you to arnnge for s&ning the
Agreement by 23* December 2010 or as you deem proper.
Thanking you and assuring our best services all the time, we remain
Yours faithfully,
Yours truly,
For JMC Projects (India) I t d
R. D Murdi
Sr. V i President
Encl: As stated above
'hi

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NATIONAL HIGHWAYS AUTHORITY OF INDIA

(Ministry of Road Transport & Highways)

TWO LANING WITH PAVED SHOULDER OF AGRA-

NATIONAL HIGHWAYS AUTHORITY OF INDIA

MIS Brij Bhoomi Expressway Pvt. Ltd.

1. Definitions and Interpretation

t 3.1 The Concession

18.2 Expenditure on Safety Requirements

19.1 Monthly status reports 59 59

19.4 Remedial measures

20.1 Traffic regulation by the Concessionaire 61 61

Force Majeure and Termination

1 ' Schedule for Tests 337

1 Guiding Principles 347

II AligarW201013 17 dated 0811 112010-Letter o f ' 438

AnnexureXIII MIS Brijbhoomi Expressways Pvt. Ltd. -

Annexure XV Legal Opinion from Legal Counsel of JMC Projects

Annexure XVII W s JMC Projects (India) Ltd. - Resolution of the

In favour of.. ........ ,

fl THIS AGREEMENT is entered into on this the .???.'??:day of December, 2010

NOW, THEREFOW, in consideration of the foregoing and the respective

Agra-Alrgnrh NH-93 Highway

1.2.1 In this Agreement, unless the context otherwise requires,

(a) references to any legislation or any provision thereof shall include

(b) references to laws of India or Indian law or regulation having the

(c) references to a "person" and words denoting a natural person shall be

(d) the table of contents, headings or sub-headings in this Agreement are

(e) the words "include" and "including" are to be construed without

(f) references to "construction" or "building* include, unless the

Q any reference to any period of time shall mean a reference to that

(i) any reference to day shall mean a reference to a calendar day;

(j) references to a "business day" shall be construed as a reference to a

(k) any reference to month shall mean a reference to a calendar month as

(m) any reference to any period commencing "from" a specified day or

(p) "lakh" means a hundred thousand (100,000) and "crore" means.ten

(q) "indebtedness" shall be construed so as to include any obligation

(r) references to the "winding-up", "dissolution", "insolvency", or

(s) save and except as otherwise

Agra-Altgarh NK-93 Ktghway

(t) any agreement, consent, approval, authorisation, notice,

(v) references to Recitals, Articles, Clauses, Sub-clauses or Schedules in

(x) time shall be of the essence in the performance of the Parties'

1.2.2 Unless expressly provided otherwise in this Agreement, any Documentation

Agra-Aligarh NH-93 Highway

1.3 Measurements and arithmetic conventions

All measurements and calculations shall be in the metric system and

1.4 Priority of agreements, clauses and schedules

(a) this Agreement; and

1.4.2 Subject to the provisions of Clause 1.4.1, in case of ambiguities or

(a) between two or more Clauses of this Agreement, the provisions of a

(d) between the written description on the Drawings and the

2.1 Scope of the Project

(b) operation and maintenance of the Project Highway in accordance

(c) performance and fblfilment of all other obligations of the

Agra-Aligarh NH-93 Highway

3.1 The Concession

(b) finance and construct the Project Highway;

(g) neither assign, transfer or sublet or create any lien or Encumbrance on