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SPECIAL CONDITIONS OF CONTRACT

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Ill. SPECIAL CONDITIONS OF CONTRACT

\GC Clause

A. Amendments of, and Supplements to, Clauses in the General Conditions ofContract

1.1(a) The words "in the Government's country" are amended to read "in INDIA".

1.4 The language is: English

1.6.1 The addresses are:

Client National Highways Authority of IndiaG 5 & 6, Sector-l 0, Dwarka,New Delhi-ll0 075.

Attention L.P.PadhyGeneral Manager (Guj. & Raj.)G 5 & 6, Sector-lO, DwarkaNew Delhi-II 0075

Cable address Ippadhy@nhai.org

Telephone No. 01 I - 25074100 1200

Facsimile 011 - 25074100/200 (Extn. 2457)

Consultants Intercontinental Consultants and Technocrats Pvt. Ltd.A-S, Green Park,New Delhi - 110016.

Attention N. C.SaxenaPresidentIntercontinental Consultants and Technocrats Pvt. Ltd. (lCT)

Cable address business@ictonline.com

Telephone No. 011-40863000

Facsimile 011-26855252

1.6.2 Notice will be deemed to be effective as follows:

(a) in the case of personal delivery or registered mail, on delivery;(b) in the case of telexes, 24 hours following confirmed transmission;(c) in the case of telegrams, 24 hours following confirmed transmission;

and(d) in the case of facsimiles, 24 hours following confirmed transmission.

1.8 Deleted

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1.9 The Authorised Representative are:

For the Client L. P. PadhyGeneral Manager (Guj. & Raj.)National Highways Authority of IndiaG 5 & 6, Sector-IO, DwarkaNew Delhi-l 10075

For the Consultant N. C. SaxenaPresidentMzsIntercontinental Consultants and

, "Technocrats Pvt. Ltd .A-8, Green Park,New Delhi-l l 00 16 '•

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. 1.10 The Consultants, Sub-consultants and the Personnel shall pay the taxes. -levies and other impositions levied under the existing, amended or enacted laws =--this contract· except, serviceitax ' and .the client shall perform such duties in :=_deduction of such taxes ,as may be lawfully imposed. NHAI shall reimburse the ==production of proof of payment with assignment name.

2; 1 'The effectiveness conditipns are the following:

'.: ".i) , . Approval of the Contract by the client

2.2 The time period shall be four months or such other time period as the pa=-:::=in writing.

i 2.3 The time period shall be one month or such other time period as the Pa=-:::-in writing.

2.4 The time period shall be 36 months (3 months for Development Pee:.:for construction period and 3 months for O&M period)

3.4 Limitation of the Consultants' Liability towards the Client

(a) Except in case of gross negligence or willful misconduct c::.the Consultants or on the part of any person or finn ac - _of the Consultants in carrying out the Services, the Consultantsto damage caused by the Consultants to the Client's property, 51:::....to the Client:

i) for any indirect or consequential loss or damage; andii) Consultant will maintain at its expenses; Profess.:-_

Insurance including coverage for enol'S and omissionsConsultant's negligence in the performance of its duceagreement, (A) For the amount not exceeding total :Professional Fees and Reimbursable Expenditures made 0: =made to the Consultants hereunder OR (B) the proceeds, ~-=may be entitled to receive from any insurance mar;Consultants to cover such a liability, whichever of (A) or (8

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iii) The policy should be issued only from an Insurance ComIndia.

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6,I(b) The amount payable in foreign currency or currencies is : usn 431,600 /- (US DollarFour Hundred Thirty One Thousand Six Hundred only) (excluding Service Tax).

The ceiling in local currency is : Rs. 7,77,85,568 t: (Rupees Seven Crore, SeventySeven Lakhs, Eighty Five Thousand Five Hundred Sixty Eight only) (excludingService Tax).

6.2(a), "Payments for remuneration made in accordance with Clause GC 6:2(a) in foreignand/or local currency shall .be adjusted as follows:

. i).Remuneration. paid in foreign currency pursuant to the rates set forth in appendix 'G'"shall be adjusted eyery ..12 months (and, the first .time; with effect for the remunerationearned in the 13th calendar month after the date of the contract) by applying followingfopnula:., . .

·Rf=Rfo x HIHo

Where RF is the adjusted remuneration; Rfo.is the remuneration payable on thebasis of the rates set forth in Appendix 'G' for remuneration payable in foreign currencyIf is the offioial index· for salaries in the country of the foreign currency for the firstmonth for which the adjustment is supposed to have effect, and Ifo is the official indexf01;salaries in thecountry of the foreign currency for the month of the date of theContract. (the index for "wages" published by International Monetary Fund in itsmonthly "International Financial Statistics" for the, country could be considered foradoption}.

ii) Remunerationof employed personnel designated in Indian. currency pursuant to the- . -

rates set forth in the Appendix 0- & H shall be adjusted after every 18 months from the.date of commencement by increasing it by a factor of 8%.

Notwithstanding any other provisions in the agreement in this regard, this provision willprevail and over ride any other provision to the contrary in this agreement.

6.2(b)(i) (1) It is understood (i) that the remuneration rates shall cover (A) such salaries andallowances as the Consultants shall have agreed to pay to the Personnel as wellas factors for social charges and overhead, and (B) the cost of backstoppingby home office staff not included in the Personnel listed in Appendix C, and(C) the Consultants' fee; (ii) that bonuses or other means of profit-sharing shallnot be allowed as an element of overhead, and (iii) that any rates specified forpersons not yet appointed shall be provisional and shall be subject to revision,with the written approval of the Client, once the 'applicable salaries andallowances are known.

(2) Remuneration for periods of less than one month shall be calculated on anhourly basis for actual time spent in the Consultants' home office anddirectly attributable to the Services (one hour being equivalent to 1/240th ofa month) and on a calendar-day basis for time spent away from home office(one day being equivalent to 1I30th of a 1110nth).

The rates for foreign [and local] Personnel are set forth in Appendix G [and therates for local Personnel, in Appendix HI

I The foreign currency shall be in US dollar only.6.3 (a)

.•... 6.3(b}(i) Remuneration for foreign Personnel shall be paid in foreignremuneration for local Personnel shall be paid in local cur-f:~cy.

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6.3(b)(ii)

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The reimbursable expenditures in foreign currency shall be

1) a per diem allowance for each of the Personnel ::-such Personnel shall be absent from his home officeIndia for the purpose of the Services at theAppendix G.

2) the following transportation costs

(i) the cost of international transportation of the i: =as specified below; eligible" dependents of the -=

the ; most . appropriate . means' . of vtransport $'--

practicable route to' arid froni the Consultants -case of air travel; this shall be by less than first class

(ii) for any foreign Personnel spending twenty-fc zmonths or more in the Government's country, oce =be reimbursed for every twenty-four (24) months ~: _Such Personnel will be entitled to such extra round =-

.. returntoIndia, such Personnel 'are scheduled to ==of the Project for a further period of not less thz;months;' '

(iii) the cost of transportation to andfrom India of e::;'Shall be' the' ,spouse and· not more" than -dependent children under eighteen (18) years 0,- _foreign 'Personnel' assigned to resident duty in In":the. Services' for periods-cf vsix (6)consecuti'=provided that the stay of such dependents in India 5.~

less than three (3) consecutive months duration. If =-for resident staff of 'the foreign Personnel will be -.:::....-more, one extra economy class air trip for their e:_~every, twenty-four (24) month assignment will be :-

(iv) for the air travel of each of the foreign Personr edependent, the cost of excess baggage up to twer.rperson, or the equivalent in cost of unaccomparfreight; and

(v) miscellaneous travel expenses such as the cost of =-_from airports, airport taxes, passport, visasvaccinations, etc. at a fixed unit price per round -Appendix G .

3) the cost of communications (other than those ansmg .:required by the Consultants for the purposes of the Serv.: =

4) the cost of printing, reproducing and shipping of thedrawings, etc. Specified in Appendices A and B hereof;

5) the cost of acquisition, shipment and handling of the ;:instruments, materials and supplies required for 1-::

Appendix-H;

6) the cost of shipment of personal effects up to as per App-

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7) the cast of programming and use of, and communication between, thecomputers far the purposes of the Services at the rate set forth in AppendixG;

8) deleted;

9) the cast of laboratory tests an materials," -model tests . and ather. technical services authorized or requested by the Client; .as specified m

Appendix G;

.. 10} the foreign currericy cost Many subcontract. required far the Services and..... ., .. approvedin writing by the Client; ' .. ,.'' ....,.

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II} the cast of items not covered in the fare going but which may be required bytheCansultants far completion of the Services, subject to' ·the priorauthorization in writing by the Client; and

12) any such additional-payments in-foreign+currency-for .properly procured,·'. items as theParties may have agreed 'upon pursuant to' the provisions-ofclause GC6~1(c), [Nate: Items that are notapplicable should be deleted;others may be added] ,"~

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'. 6.3tbJ(iii) Thereimbursableexperidi~resinlocal currency shall be the.followingx ", .

l}a'per diem allowanceata rate inlocal currency equivalent-to US Dollar per day, for.veach.iof the-short-termforeignPersonnel (i.e, with lesssthanctwelvef l Z) months

consecutive stay in India) far the first sixty (60) -daysduringwhichsuoh Personnelshall be in India;----· .-.' .'

'2)·' a pet diem allowance at a rate in localcurrency 'equivalent US Dollar pet day,..' for each ofthe short-termforeign Personnel far each day in excess of sixty (60)days. during which such Personnel shall be in India;

3) a living allowance far each of the long-term" foreign Personnel (twelve (12)manths or longer consecutive stay in India) at the rates specified in Appendix H;

4) the cast of the fallowing locally procured items: local transportation, officeaccommodations, camp facilities, camp services, subcontracted services, sail testing,equipment rentals, supplies, utilities and communication charges arising inIndia, all if and to the extent required for the purpose of the. Services, at ratesspecified in Appendix H;

5) the cost of equipment, materials and supplies to' be procured locally in India asspecified in Appendix H;

6) the local cunency cost of any subcontract required for the Services andapproved in writing by the Client;

7) any such additional payments in local currency far properly procured items as theParties may have agreed upou pursuant to' the provisions of Clause GC 6.1 (c);and

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8) the cost of such further items as may be required by the Consultapurpose of the Services, as agreed in writing by the Client.

6.4(a)

6.4 (c)

6.4(e)

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The following provisions shall apply to the interest bearing advance ...the advance payment guarantee:

1) An advance payment of 10% of the contract price in prc~-quoted Indian currency (INR) & foreign currency (US do -=--shall be made within 60 days after receipt and verifica -:::payment bank guarantee. The advance payment will be set off":equal instalments against the statements for the first 12 monthsuntil the advance payment has been fully set off

2) The bank guarantee shall be' in the amount and .in theforeign and local currency portionofthe advance payment

3) . Interest rate shall be 10% per annum (on outstanding ar; = ...currency, including converted foreign component into local Cll ...z,

The interest rate is 6% per annum for local currency ar ;Bank on Landing Rate (LIBOR) plus 1% per annum on foreigr. :_

The accounts are:

For Foreign Currency:

Name of Beneficiary . Intercontinental Consultants & Techz:. Account No. "1120002800000044

Name of Bank Punjab National Bank,ECE House Branch,

, . - 28-A,K G.Marg, New Delhi-110 c:Swift Code . MT 103 PUN BIN BB DCG

Name of Corresponding Bank : Standard Chartered Bank, New YorePNB'sA/c No. with 3582080785001

.,. Standard Chartered Bank, New YorkSwift Code : SCBLUS33

For Local Currency:

Name of the Beneficiary Intercontinental Consultants z:Technocrats Pvt. Ltd.Axis Bank LtdK-12, Green Park Main,New Delhi-l 10016

. 015010200012999UTIB 0000015110211003

Bank NameAddress

Bank Account No.IFS CodeMICR Code

8,2 Disputes shall be settled by arbitration in accordance w.: ...provisions:

8.2.1 Selection of Arbitrators

Each dispute submitted by a Party to arbitration shall be heard by a :an arbitration panel composed' of three arbitrators, in accordancefollowing provisions:

(a) Where the Parties agree that the dispute concems a techni ;:agree to appoint a sole arbitrator or, failing agreement on the -:-arbitrator or within thirty (30) days after receipt by the

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,•...•rrproposal of a name for such an appointment by the Party who initiated theproceedings, either Party may apply to the President, Indian RoadsCongress, New Delhi, for a list of not fewer than five nominees and, onreceipt of such list, the Parties shall altemately strike names there from, and thelast remaining nominee on the list shall be the sole arbitrator for the matterin dispute. If the last remaining nominee has not been determined in thismanner within sixty (60) days of the date of the list, the President, IndianRoads Congress, New Delhi, shall appoint, .upon the request of either Party andfrom such list or otherwise,a solearbitratorfor the matter in dispute .

. (b) Where .the Parties do not agree that the disputeconcerns a technical matter; theClient and the -Consultants -shall each .appoint one arbitrator,' and these two

: : . arbitrators . shall jointly appoint ·a.third 'arbitrator, who shall chair thearbitration panel. If the arbitrators named by the Parties do not succeed inappointing a third arbitrator within thirty (30).days after the latter of the twoarbitrators named by the Parties has been appointed, the third arbitrator shall, atthe request of either Party, be appointed ,by Secretary, the Indian Council ofArbitration, New Delhi.

(c) If; in a dispute subject to Clause SC 8.2.1 (b' ), one Party fails to appoint itsarbitrator within thirty (30)·. days after the other Party has appointed itsarbitrator, the Party which .'has 'named an arbitrator may apply to theSecretary, Indian Council of Arbitration, .New Delhi, to appoint a solearbitrator" for -the matter in dispute; and «the 'arbitrator' appointed pursuant to

", such application shall be the sole arbitrator for that dispute.

8.2.2· Rules of Procedure

8.2,3

A..rlJltration proceedings' shall be conducted in a:~~ordance with procedures of theArbitration & Conciliation Act 1996, of India unless the Consultant is a foreignnationalJfmn, where arbitration proceedings shall be conducted in accordancewith the rules of procedure for arbitration of the United Nations Commission onInternational Trade Law (UNCITRAL) as in force on the date of this Contract

Substitute Arbitrators

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If for any reason an arbitrator is unable toperform his function, a substitute shall beappointed in the same manner as the original arbitrator.

8.2.4 Qualifications of Arbitrators

The sole arbitrator or the third arbitrator appointed pursuant to paragraphs (a)through (c) of Clause 8.2.1 hereof shall be an intemationally/nationally recognizedlegal or technical expert with extensive experience in relation to the matter indispute.

8.2.5 MiscellaneousIn any arbitration proceeding hereunder:

(a) Proceedings shall, unless otherwise agreed by the parties, be held in Delhi.

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(d) Fee structure shall be as indicated below'

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Sl Particulars Maximum amount payable per Arbitratorl per caseNo. ,-

1 Arbitrator fee Rs. 15,000/- per day subject to a maximum 4 lacsOrRs 2.5 lacs (lump sum) subject to publishing theaward within 12 months.

2 " Reading Charges Rs 15,000/-.. '

3 Secretarial Assistance and Rs20,000/- ., '.'Incidental charges(telephone, fax; 'Postage etc. ... ' '. . ~. ."

4 Charges '. for . Publishing Rs: 20,.0001-...~' :

/declarationof theAward d',

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5 Other expenses (As per actual against bills subject t9. maximum of the prescribedceiling given below) . . . .'. ..'. ". ..... '.

Travelling Expenses IEcqn.omy classfby air), First class AC (by train) an":. .. AC car (by road} .

Lodging and Boarding L Rs 15,Q.001-per day (in metro cities)2. Rs7,OOOI- per day (inother cities)

.' 3. Rs 3,000i~per,day, ifany Arbitrator.~. ~akes their own arrangements ..

6;',(, .. Local Travel .. ,', : ..'. Rs;l,5001· per day', ,-:" .: ..•... '

7 i'; Extra charges for days other. ' Rs;2,500/- per day .'

than hearing/meeting days . '.,(maximum for 2 days)-»

NQte:- 1. Lodging, boarding and travelling expenses shall be allowed only for thosemembers who are residing 100kms.away from the place of meeting.

'},/ .;' 2. Delhi, Mumbai, Chennai, Kolkata, Bangalore and Hyderabad shall beconsidered as Metro Cities.

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