Standard Form of Bidding Documents for Procurement

8/9/2019 Standard Form of Bidding Documents for Procurement

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STANDARD FORM OF BIDDING DOCUMENTS FOR PROCUREMENT OF WORKS ON B.O.T. BASIS

TWO STAGE BIDDING PROCEDURE

(First Edition)

April !"!

PAKISTAN ENGINEERING COUNCI#IS#AMABAD



A C K N O W # E D G M E N T

Pakistan Engineering Council extends deep appreciations and acknowledges the

tremendous contribution in developing and finalizing this document by the following

members of the Pakistan Engineering Council (PEC):

!" Engr" #" #azharul $slam(CEO, Techno Legal Consultants, Lahore)

Convenor

%" Engr &hehryar 'han(Joint Technology Adviser, Ministry of Science & Technology)

#ember

" Engr # &hahid afi*(Chairan, A!CA, "slaa#ad)

#ember

" Engr &ohail +hmad 'hawa,a($irector (Surveillance), ME!CO,%A!$A, Lahore)

#ember

-" Engr #ahmood +hmad &ulehri(ead, Contract $ivision, 'ES!A, Lahore)

#ember

." Engr +rif 'asam(onorary Secretary, ACE!, arachi)

#ember

/" Engr +yaz #irza($euty *eneral Manager, ESC, arachi)

#ember

0" Engr #ushta* #ahmood(Senior Adviser, E++A, "slaa#ad)

Expert

!1" Engr" #u,ahid +kbar (Chief Engineering Analyst, !"CC, Lahore)

Expert

!!" Engr" 2ilshad 3ussain &addi*ui(Chief Engineer, 'ES!A, Lahore

!%"

Expert

!%" Engr" 4ahir +zeem($irector, 'A, "slaa#ad)

!%"

Expert

(ii)



P R E F A C E

Pakistan Engineering Council (PEC) being the statutory regulatory body entrusted toregulate the engineering profession in Pakistan5 has undertaken the standardization of 6Country specific6 documents to regulate and streamline the hiring of engineeringconsultancy services and procurement of works" +mong other standard 7idding2ocuments5 &tandard 8orm of 7idding 2ocuments for Procurement of 9orks on74 7asis is one such document which has been prepared by a team of expertscomprising Employers5 Constructors and Consultants" 4his document is a frame work document" ;se of this document will provide an e*uitable and ,ust basis of Concession +greement for procurement of 9orks on 74 basis in line with theinternational practices and relevant PEC 7ye<aws"

9hile preparing this 7idding 2ocument5 the bidding documents prepared by =ational3ighway +uthority for highway pro,ects on 74 basis5 Public Procurement ules%11>5 Public Procurement egulations %11/ and guideline provided by ;=$2 wereconsulted" 4his document is primarily aimed at procurement under 4wo &tage bidding

procedure" 3owever5 it may be tailored for adopting in case of &ingle &tage4woEnvelope bidding procedure (rare situation where technical proposals by all the

bidders must confirm with specifications5 design and drawings already completed and provided by the Employer)" <ikewise5 it may be tailored for adopting in case of 4wo&tage4wo Envelope bidding procedure (likely situations where revised technical

proposals of all the bidders5 after discussion of their original technical proposals withthe Employer5 are to be considered for which the bidders may tie their original price

proposals with supplementary price proposals" 4his document is intended to be usedfor large pro,ects with estimated value of more than upees %- #illion"

+ny suggestions for the improvement shall be appreciated which may please be

addressed to:

egistrarPakistan Engineering Council+taturk +venue (East)&ector ?-@%$slamabad

4el A 0%-!%%/.%%-8ax A 0%-!%%/.%%>Email: registrar B pec"org"pk

(iii)



(iv)



INSTRUCTIONS TO

USERS OF T$IS

DOCUMENT

(v)



INSTRUCTIONS TO USERS OF T$IS DOCUMENT

4his document is basically meant for inviting proposals from the Private &ector inrespect of a Concession for the construction and operation of pro,ects through 7uild5perate and 4ransfer (74) arrangement" 4he Employer should prepare the

estimated construction cost of the pro,ect based on the ?eneral 2esign Criteria peration@#aintenance e*uirements in order to enable himself for comparing the8inancial 7id ffers by the 7idders"

9hile preparing this 74 bidding document5 provision has been made to bid andaward on 4wo &tage bidding procedure" 3owever5 if it is to be bided under &ingle&tageD4wo Envelope or 4wo &tage D 4wo Envelope bidding procedure5 relevant

provisions in $nstructions to 7idders ($47)5 7idding 2ata5 +nnexures to $475 shouldnecessarily be amended in accordance with Clause %/"! of the 7idding 2ata"+dditionally5 in case of &ingle &tage4wo Envelope bidding procedure the documentsmust contain specifications5 detailed design and drawings to be completed and final inall respect"

4his bidding document is framed out for Employer in the Public &ector and 74Company @ 7idder from the Private &ector" 3owever5 if the Employer is other thenentity in Public &ector and Company @ 7idder is other than the Private &ector thennecessary amendments to the relevant provisions may be made accordingly"

$n 74 2ocument Concession Contract is provided between the Employer and theCompany @ Contractor @ &uccessful 7idder" 3owever in case a construction contract isto be made between the Company and his proposed Contractor5 PEC &tandard 8ormof construction contract may be used"

3owever5 definitions of 74 and some other forms are given below for appropriate

amendment5 if re*uired5 as per Employers re*uirements"

B%ild&Op'rt'&nd&Trns'r

+ Contractual arrangement whereby the pro,ect proponent undertakes theconstruction including financing for a given infrastructure facility and its operationand maintenance thereof" 4he pro,ect proponent operates the facility over a fixedterm during which it is allowed to charge facility users appropriate tolls5 fees5 rentalsand charges not exceeding those proposed in its bid or as negotiated andincorporated in the contract to enable the pro,ect proponent to recover itsinvestment and operating and5 maintenance expenses in the pro,ect" 4he pro,ect

proponent transfers the facility to the ?overnment agency or local ?overnment unit

concerned at the end of the fixed term"

4he build operate and transfer shall include a supply and operate situation which is acontractual arrangement whereby the supplier of e*uipment and machinery for agiven infrastructure facility5 if the interest of the ?overnment so re*uires5 operatesthe facility providing in the process technology transfer and training to Pakistaninationals or the Personnel of Executing +gency"

B%ild&nd&Trns'r

+ contractual arrangement whereby the pro,ect proponent undertakes the financingand construction of a given infrastructure or development facility and after its

completion turns it over to the ?overnment agency or local ?overnment unitconcerned5 which shall pay the proponent on an agreed schedule its totalinvestments expended on the pro,ect5 plus a reasonable rate of return thereon" 4his

(vi)



arrangement may be employed in the construction of any infrastructure or development pro,ect5 including critical facilities which for security or strategicreasons5 must be operated directly by the ?overnment or Executing +gency"

B%ild&O*n&nd&Op'rt'

+ contractual arrangement whereby a pro,ect proponent is authorized to finance5construct5 own5 operate and maintain an infrastructure or development facility fromwhich the proponent is allowed to recover its total investment5 operating andmaintenance costs plus a reasonable return thereon by collecting tolls5 fees5 rentalsor other charges from facility users"

B%ild&#'s'&nd&Trns'r

+ contractual arrangement whereby a pro,ect proponent is authorized to finance andconstruct an infrastructure or development facility and upon its completion turns itover to the ?overnment agency or local ?overnment unit concerned on a leasearrangement for a fixed period after which ownership of the facility is automatically

transferred to the ?overnment +gency"B%ild&Trns'r&nd&Op'rt'

+ contractual arrangement whereby the public sector contracts out the building of an infrastructure facility to a private entity such that the contractor builds the facilityon a turnkey basis5 assuming cost overrun5 delay and specified performance risks"

nce the facility is commissioned satisfactorily5 title is transferred to theimplementing agency" 4he private entity however5 operates the facility on behalf of the implementing agency under an agreement"

Contr+t&Add&nd&Op'rt'

+ contractual arrangement whereby the pro,ect proponent adds to an existinginfrastructure facility which it is renting from the ?overnment (or Executing)+gency" $t operates the expanded pro,ect over an agreed franchise period" 4heremay5 or may not be a transfer arrangement in regard to the facility"

D','lop&Op'rt'&nd&Trns'r

+ contractual arrangement whereby favorable conditions external to a newinfrastructure pro,ect which is to be built by a private pro,ect proponent areintegrated into the arrangement by giving that entity the right to develop ad,oining

property and thus5 en,oy some of the benefits the investment creates such a higher property or rent values"

R'-ilitt'&Op'rt'&nd&Trns'r

+ contractual arrangement whereby an existing facility is turned over to the privatesector to rehabilitate@refurbish5 operate and maintain for a franchise period5 at theexpiry of which the legal title to the facility is turned over to the ?overnment" 4heterm is also used to describe the purchase of an existing facility from abroad5importing5 refurbishing5 erecting and consuming it within the host country"

(vii)



R'-ilitt'&O*n&nd& Op'rt'

+ contractual arrangement whereby an existing facility is turned over to the privatesector to rehabilitate@refurbish and operate with no time limitation imposed onownership" +s long as the operator is not in violation of its franchise5 it can continue

to operate the facility in perpetuity"

4his &tandard 8orm of 7idding 2ocuments5 in addition to Expression of $nterest5includes the following:

!" $nstructions to 7idders

%" 7idding 2ata

" ?eneral Conditions of Concession Contract

>" Particular Conditions of Concession Contract

-" &pecifications&pecial Provisions

." &pecifications4echnical Provisions

/" +nnexures to $nstructions to 7idder

F" +ppendices to Concession Contract

0" 8orm of 7id &ecurity

!1" 8orm of Concession Contract +greement

!!" 8orm of Performance &ecurity for Construction Phase

!%" 8orm of Performance &ecurity for peration Phase

!" 8orm of Performance &ecurity for 4ransfer of the Pro,ect

!>" 2esign@2rawings

A. Noti+' or E/pr'ssion o Int'r'st

!" =otice for Expression of $nterest provides guide lines to theEmployer for inviting interested prospective bidders for

pre*ualification or short listing as well as for calling of 7ids" 4heEmployer may modify as per specific conditions and re*uirements of the pro,ect"

%" 4he notice is meant for publication in the national@ internationalnewspapers5 as well as on PEC 9ebsite PP+ 9ebsite in case of 8ederal ?ovt" procuring agencies and for other additional

distribution to be decided by the Employer as notice for calling of 7ids" +ll the blank spaces are to be filled in by the Employer"

" 4he eligible bidders are defined in Clause $7" of $nstructions to7idders"

>" 4he notice should be published so as to give the prospective bidderssufficient time for preparation and submission of bids which may beup to !-> days depending on the size of the 9orks"

-" 8or the sale of 7idding 2ocuments Price should be nominal so as tocover reproduction and mailing costs and to ensure that only

bonafide bidders will apply"

(viii)



." 4he amount of 7id &ecurity should be a lump sum figure rangingfrom !G to G of the likely cost of the 9orks and should be thesame as given at &ub Clause $7 %1"! of $nstructions to 7idders"

/" 7id eference =umber should be the same everywhere as given in

=otice for Expression of $nterest and letters of 4echnical and PriceProposals"

F" 4he venue and time of receipt of bids and the venue and time of opening of bids are to be entered in the last paragraph of the =oticefor Expression of $nterest" 3owever5 date for the receipt and openingof bids shall be same.

B. Instr%+tions to Bidd'rs

!" $nstructions to 7idders provide the general introduction5 details of the Pro,ect5 guide lines for preparation of 7ids5 other relevant detailson Concession5 7idding Procedure5 +ssessment of 7idders andinformation that will be re*uired to be provided by the 7idders etc"+ny amendment in the text shall be made through 7idding 2atawherein instructions to be followed have been inserted in italic whichshall be deleted by the users after completing the 7idding 2ata"3owever5 the users may modify@elaborate the contents of Clauses $7>% to >> only for making them the pro,ect specific"

%" &pecial $nstructions to 7idders should be pro,ect specific withmodifications and adaptations to $nstructions to 7idders asappropriate"

" 4he Employer shall prepare the documents listed at &erial =os" %5 >to F and !> of &ubClause $7 0"! of $nstructions to 7idders andincorporate the same for completion of the documents comprisingthe 7id"

>" 8or completion of documents at &erial =o" / and F of &ubClause $70"!5 detailed instructions are given at Para C below"

C. For0 o Bid nd Ann'/%r's 1App'ndi+'s

PRE2UA#IFICATION INFORMATION FORMS [ TO BE COMPLETED BY THE EMPLOYER TO MENTION THE MINIMUM CRITERIA TO BE MET BY THE

PROSPECTIVE BIDDERS WHICH ARE TO BE FILLED BY THE BIDDER ]

Ann'/%r's to Instr%+tions to Bidd'r

[These Annexures sh!! n"# $e #he %r# "& C"n'ess("n C"n#r'#]

+nnexure! ?eneral $nformation

+nnexure% ?eneral Experience ecord

+nnexure Hoint Ienture &ummary

+nnexure> 2etails of Contracts of &imilar =ature and Complexity

(ix)



+nnexure- &ummary &heet: Current Contract Commitments@9orks in progress

+nnexure. Personal Capabilities

+nnexure/ Candidate &ummary

+nnexureF E*uipment Capabilities

+nnexure0 8inancial Capabilities

+nnexure!1 <itigation 3istory

PRO3ECT INFORMATION

[ TO BE PROVIDED BY THE E MPLOYEE ])

App'ndi+'s to Con+'ssion Contr+t

[These A%%en*('es sh!! $e #he %r# "& C"n'ess("n C"n#r'#]

+ppendix1! Pro,ect <ocation #ap

+ppendix1% ?eneral 2esign Criteria #aintenance e*uirements

+ppendix1 +ncillary 8acilities

+ppendix1> Proposed Pro,ect $mplementation &chedule and Checking@Commissioning Procedures:

+ppendix1- 7$ $nvestment Policies @Employers Package of incentives

+ppendix1. #aintenance and #onitoring

TEC$NICA# PROPOSA#

[ TO BE COMPLETED BY THE BIDDERS ]

App'ndi+'s to Con+'ssion Contr+t

[These A%%en*('es sh!! $e #he %r# "& C"n'ess("n C"n#r'#]

+ppendix1/ Pro,ect Conceptual 2esign5 2esign Criteria 4echnical2etails and $mplementation &chedule

+ppendix1F #ethod of Performing the 9orks

+ppendix10 Construction Camps and 3ousing 8acilities

+ppendix!1 <ist of Proposed Contractors@&ubcontractors

+ppendix!! rganization Chart for the &upervisory &taff and <abour

+ppendix!% peration and 4oll@7enefit@8ee Collection+ppendix! peration and #aintenance #ethods

+ppendix!> 8unding@8inancial +rrangements

+ppendix!- $ntegrity Pact

FORMS

8orm1! <etters of 4echnical and 8inancial Proposals

8orm1% Concession +greement

(x)



8orm1 7id &ecurity

8orm1> Performance &ecurity for Construction Phase

8orm1- Performance &ecurity for peration Phase

8orm1. Performance &ecurity for 4ransfer of the Pro,ect

D. Prti+%lr Conditions o Contr+t

$nstructions are provided5 as needed5 in italics which should be filled in or added or modified as re*uired meeting the pro,ect specific re*uirements bythe Employer before issuance of the 7idding 2ocuments"

E. Sp'+ii+tions&Sp'+il Pro,isions

4o be prepared and incorporated by the Employer" $nclusion of theConditions of Contract in &pecial Provisions should be avoided"

F. Sp'+ii+tions&T'+-ni+l Pro,isions

4o be prepared and incorporated by the Employer"

Precise and clear &pecifications are prere*uisite for bidders to respondrealistically and competitively to the re*uirements of the Employer without*ualifying or conditioning their bids" $n the context of both national andinternational competitive bidding5 the &pecifications must be drafted to

permit the widest possible competition and5 at the same time5 present a clear statement of the re*uired standards of materials5 Plant5 other supplies5 andworkmanship to be provided" nly if this is done will the ob,ectives of

economy5 efficiency5 and e*uality in procurement be realized5 responsivenessof bids be ensured5 and the subse*uent task of bid evaluation facilitated" 4he&pecifications should re*uire that all materials5 Plant5 and other supplies to

be incorporated in the 9orks are new5 unused5 of the most recent or currentmodels5 and incorporate all recent improvements in design and materialsunless provided otherwise in the Contract" + clause setting out the scope of the 9orks is often included at the beginning of the &pecifications5 and it iscustomary to give a list of the 2rawings" 9here the Contractor isresponsible for the design of any part of the permanent 9orks5 the extent of his obligations must be stated"

&pecifications shall be generic and shall not include references to brandnames5 model numbers5 catalogue numbers or similar classifications"3owever if the Employer is convinced that the use of or a reference to a

brand name or catalogue number is essential to complete an otherwiseincomplete specification5 such use or reference shall be *ualified with thewords Jor e*uivalentK"

Care must be taken in drafting &pecifications to ensure that they are notrestrictive" $n the specification of standards for materials5 Plant5 other supplies5 and workmanship5 recognized international standards should beused as much as possible" 4he specifications shall consider all site conditions

but not limited to seismic conditions5 weather conditions and environmental

impact" 9here other particular standards are used5 whether nationalstandards or other standards5 the &pecifications should state that materials5Plant5 other supplies5 and workmanship meeting other authoritative

(xi)



standards5 and which ensure e*ual performance5 as the standards mentioned5will also be acceptable")

G. Con+'pt%l D'si4n1Dr*in4s

4o be prepared and incorporated by the Employer .

(xii)



TAB#E OF CONTENTS

DESCRIPTION PAGE NO.

I. NOTICE FOR E5PRESSION OF INTEREST.........................6

II. INSTRUCTIONS TO BIDDERS.........................................7A. GENERA#..................................................................................."!

$7"! $ntroduction""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!1

$7"% Purpose of Pro,ect 7rief and 7idding $nstructions""""""""""""""""""""""""""""""""""!1

$7" Eligible 7idders""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" !!

$7"> 4he Concession""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" !!

$7"- Programme""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" !%

$7". 2isclaimer """""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" !%$7"/ Confidentiality"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" !%

$7"F 7ribery and Collusion@$ntegrity Pact""""""""""""""""""""""""""""""""""""""""""""""""""""""" !%

B. BIDDING PROCEDURES......................................................................"8

$7"0 Contents of 7idding 2ocuments"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" !

$7"!1 Lualification e*uirements""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" !

$7"!! Cost of 7idding""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" !>

$7"!% &ite Iisit""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" !>

$7"! +cceptability of 7id"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" !>

$7"!> Clarification of 7idding 2ocuments"""""""""""""""""""""""""""""""""""""""""""""""""""""""" !>

$7"!- +mendment of 7idding 2ocuments""""""""""""""""""""""""""""""""""""""""""""""""""""""""" !>

C. PREPARATION OF BID........................................................................"6

$7"!. 2ocuments Comprising the 7id""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!-

$7"!/ <anguage of 7id""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" !-

$7"!F Currency of 7id"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" !.

$7"!0 7id Ialidity""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" !.

$7"%1 7id &ecurity"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" !.

$7"%! Prebid #eeting"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" !/

$7"%% Conformity with the 7idding 2ocuments"""""""""""""""""""""""""""""""""""""""""""""""" !/

$7"% Conforming (7ona 8ide) 7ids""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" !/

$7"%> =onConforming 7ids""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" !F

$7"%- 8ormat and &igning of 7ids"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" !F

(!)



D SUBMISSION AND OPENING OF BIDS............................................."7

$7"%. &ealing and #arking of 7ids""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" !0

$7"%/ 7id &ubmission 2ate"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" !0

$7"%F <ate 7ids"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" %1$7"%0 #odifications and 9ithdrawal of 7ids"""""""""""""""""""""""""""""""""""""""""""""""""""" %1

$7"1 pening of 7ids"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" %1

$7"! Confidentiality"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" %!

E. ASSESSMENT OF BIDS........................................................................"

$7"% 2etermination of Conformity"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" %!

$7" Consideration of =onConforming 7ids"""""""""""""""""""""""""""""""""""""""""""""""""" %!

$7"> Clarification of 7ids""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" %%$7"- Correction of +rithmetical Errors"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" %%

$7". Presentation 7y the 7idders"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" %%

F DETAI#ED BID E9A#UATION................................................................... 8

$7"/ 4wo &tage Process"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" %

$7"F &tage !7idders Capability and 4echnical Proposal""""""""""""""""""""""""""""""" %

$7"0 &tage % 4he 8inancial Proposal"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" %>

$7">1 +ssessment Process"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" %>

$7">! +ward of Concession Contract"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" %>

G. INFORMATION TO BE PRO9IDED B: BIDDERS..........................6

$7">% $nformation to be Provided by the 7idders"""""""""""""""""""""""""""""""""""""""""""""" %-

$7"> Part ! &ubmission""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" %-

$7">> Part % &ubmission""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" %0

$. MISCE##ANEOUS......................................................................................... 8

$7">- 7idders to be Careful"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" %

III. BIDDING DATA......................................................................................88

=otes on 7idding 2ata""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" >

7idding 2ata""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" -

&pecial &tipulations""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""F

(%)



I9 ANNE5URE TO INSTRUCTIONS TO BIDDERS..............................87

+nnexure! ?eneral $nformation""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" >1

+nnexure% ?eneral Experience ecord"""""""""""""""""""""""""""""""""""""""""""""""""""""" >!

+nnexure Hoint Ienture &ummary"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""">%

+nnexure> 2etails of Contracts of &imilar =ature and Complexity""""""""""">

+nnexure- &ummary &heet: Current Contract Commitments

@9orks in progress""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""">>

+nnexure. Personal Capabilities"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" >-

+nnexure/ Candidate &ummary""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" >.

+nnexureF E*uipment Capabilities"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" >/

+nnexure0 8inancial Capabilities""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" >F

+nnexure!1 <itigation 3istory""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" >0

PRO3ECT INFORMATION...................................................................6!

+ppendices to Concession Contract"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""

+ppendix1! Pro,ect <ocation #ap""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" -!

+ppendix1% ?eneral 2esign Criteria #aintenance e*uirements""""""""""""-%

+ppendix1 +ncillary 8acilities""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" -

+ppendix1> Proposed Pro,ect $mplementation &chedule

and Checking @Commissioning Procedures"""""""""""""""""""""""""""""""->

+ppendix1- 7$ $nvestment Policies @Employers Package of $ncentives"" " "--

+ppendix1. #aintenance and #onitoring"""""""""""""""""""""""""""""""""""""""""""""""""""" -.

TEC$NICA# PROPOSA#.....................................................................6;

+ppendices to Concession Contract"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""

+ppendix1/ Pro,ect Conceptual 2esign5 2esign Criteria 4echnical

2etails and $mplementation &chedule""""""""""""""""""""""""""""""""""""""-F

+ppendix1F #ethod of Performing the 9orks"""""""""""""""""""""""""""""""""""""""""""""" -0

+ppendix10 Construction Camps and 3ousing 8acilities""""""""""""""""""""""""""""".1

+ppendix!1 <ist of Proposed Contractors@&ubcontractors""""""""""""""""""""""""""".!

+ppendix!! rganization Chart for the &upervisory &taff and <abour """""""".%

+ppendix!% peration and 4oll@7enefit@8ee collection""""""""""""""""""""""""""""""""" .

+ppendix! peration and #aintenance #ethods""""""""""""""""""""""""""""""""""""""".>

+ppendix!> 8unding@8inancial +rrangements"""""""""""""""""""""""""""""""""""""""""""""" .-

+ppendix!- $ntegrity Pact"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" ..

FORMS.....................................................................................................<;

8orm1!(a) <etters of 4echnical Proposal""""""""""""""""""""""""""""""""""""""""""""""""""".F

8orm1!(b) <etters of 8inancial Proposal"""""""""""""""""""""""""""""""""""""""""""""""""""" /1

8orm1% Concession +greement"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" /%

()



8orm1 7id &ecurity""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" />

8orm1> Performance &ecurity for Construction Phase""""""""""""""""""""""""""/.

8orm1- Performance &ecurity for peration Phase"""""""""""""""""""""""""""""""/F

8orm1. Performance &ecurity for 4ransfer of the Pro,ect"""""""""""""""""""""" /0

9. PART&I= GENERA# CONDITIONS OF CONCESSION

CONTRACT............................................................................>!

9I. PART&II= PARTICU#AR CONDITIONS OF CONCESSIONCONTRACT........................................................................."8

9II. SPECIFICATIONS & SPECIA# PRO9ISIONS.................................."?8

9III. SPECIFICATIONS & TEC$NICA# PRO9ISIONS..........................."??

I5. DESIGN1DRAWINGS..........................................................................."?6

(>)



NOTICEFOR

E5PRESSION OF INTEREST

(-)



NOTICE FOR E5PRESSION OF INTEREST

!" 4he Employer nae of the Eloyer- wishes to expand investmentthrough the participation of the Private &ector on its own or in partnershipwith the Employer"

%" +s part of this ongoing process5 the Employer hereby invites Expression of $nterest from the Private &ector for submitting proposals in respect of aConcession for the design5 construction and operation of nae and #rief descrition of ro.ect- on 7uild5 perate and 4ransfer (74) arrangement"4he Pro,ect forms part of the Sector-" 4he Pro,ect shall be located atlocation and #rief /herea#outs of the ro.ect-5 which would involveconstruction of #rief descrition of a.or ro.ect coonents-0

" 4he Concession is offered5 and shall be negotiated and granted inaccordance with the ?overnments policy to optimize Private &ector

participation in construction and operation of various pro,ects ininfrastructure5 energy and other sectors in line with 7oard of $nvestment(7o$)@ Employers $nvestment Policies"

>" Construction of the Pro,ect will include all components of the pro,ect inaccordance with &pecifications and *uality control standards conforming tothe standards of design5 construction5 maintenance and operation as laiddown by the Employer"

-" 4he Employer5 on behalf of *overnent of !a1istan-5 envisages granting aconcession to design5 finance and implement the scope of work and tooperate and maintain the Pro,ect" 4he Concession will include the right tocollect tolls@fees@charges to generate income from approved ancillaryfacilities"

." 'ey features of Concession +greement will be as follows:

a) 4he concession shall be for a fixed period of concession eriod-M

b) 4he Concessionarys (Concession Companys) minimum e*uityinvestment is to be Concessionary2s iniu investent share-3

c) Employer will re*uire a minimum of iniu ercent share in ercentage- share annually from the gross revenue during the

Concession 4erm commencing from positive cash flow yearMd) +t the end of the Concession Period5 the facility is to be returned to

the Employer in a properly maintained and operational condition5 atno cost to the EmployerM and

e) +ny other item"

/" +ll the re*uirements5 terms and conditions of the Concession +greement will be agreed during clarification with the technical responsive@*ualified bidders"

F" 4he prospective bidders5 while submitting their Expression of $nterest5should interalia5 give details duly supported by documentary evidence5

pertaining to the followingMa) Capability &tatement

(.)



#) 4echnical Competency

c) Constitution or <egal &tatus

d) Corporate &tructure

e) elevant Experience

f) rganizational &tructure

g) 'ey Pro,ect Personnel

h) +udited +ccounts

i) &hareholders

.) Pro,ect +ppreciation &tatement

1) &tatement of Capital and perating Costs N

l) &tatement of evenue N

) 8inancial +nalysis of the Pro,ect Nn) Proposed 8inancial Package5 etc N

o) Any other ite as re4uired #y the Eloyer

5These docuents #eing art of financial roosal, shall #e rovided only/hen colete #ids are invited, in /hich case these shall #e rovided in a

searate sealed enveloe ar1ed as 6 7inancial !roosal8 in addition toanother sealed enveloe containing the other docuents, also eeting there4uireents of "nstructions to 9idders including 9id Security and ar1ed as 6Technical !roosal8-

0" 7idders may obtain further information5 inspect and ac*uire the 7idding2ocuments from the office of the Employer at Eloyer2s coleteaddress-

+ complete set of 7idding 2ocuments may be purchased by an interested bidder on submission of a written application to the above office and upon payment of a nonrefundable fee of +s0 :::::::::::::::::::::::::0

("nsert Aount)

!1" +ll bids must be accompanied by a 7id &ecurity in the amount of

+s ::::::::::: (+uees ::::::::::::::::::::::::::) or an e*uivalentamount in a freely convertible currency5 and must be deliveredtoOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO

"ndicate Address and E;act Location-

at or before ::::: hours, on ::::::::::: ($ate)" 7ids will be opened at ::::: hours on the same day5 in the presence of bidders representativeswho choose to attend at the same address" ("ndicate Address and E;act

Location if it differs)0

'ote< the #ids shall #e oened at least thirty inutes after the deadline for su#ission of #ids-

(/)



INSTRUCTIONSTO

BIDDERS

(F)



INSTRUCTIONS TO BIDDERS

A. GENERA#

IB." INTRODUCTION

!"! 4o ensure an ade*uate supply of $nfrastructure @ 8acilityM as described in the7idding 2ataM and to support the development programme of the country5 the?overnment of Pakistan (?oP) wishes to expand investment in the provisionof infrastructures5 and other likely facilities through the participation of the

private sector5 on its own or in partnership with the ?overnment"

!"% 4he Employer hereby invites the private sector to submit their proposals inrespect of a Concession for the construction and operation of the Pro,ectwhich is proposed to be constructed on 7uild5 perate and 4ransfer (74)

arrangement" 4he Pro,ect <ocation #ap and other relevant details aredepicted as +ppendices to 7id

!" Concession is offered and will be negotiated and granted5 in accordance withthe Employers policy to optimise private sector participation in theconstruction and operation of the Pro,ect" ?overnment of Pakistan$nvestment Policies are attached as +ppendices to 7id"

IB. PURPOSE OF PRO3ECT BRIEF AND BIDDING INSTRUCTIONS

%"! 4his document together with the +nnexures@+ppendices referred to herein and

any future additions and amendments to this document constitute the 7idding2ocuments5 the purposes of which are as under:

a) 4o explain the Employers general re*uirements in respect of the

Pro,ect and the Concession5 and to provide other information that may be relevant to 7iddersM

b) 4o provide guidance in the preparation of 7ids5 and to explain thecriteria and procedures by which the 7ids will be assessedM and

c) 4o set out5 in outline form5 the ?overnments design and constructionre*uirements in respect of the Pro,ect5 and the ?overnmentsoperational5 maintenance and other re*uirements in connection withthe Concession"

%"% =ature of pro,ect5 location of pro,ect5 all related ma,or@minor structuresand the standards shall conform to the standards of design5 construction5maintenance and operation re*uirements as described in the 7idding2ata"

%" perations and maintenance of facilities such as tolls@fees@benefits5operating centres5 electrical and mechanical installations5 buildings andother re*uirements needed for smooth operations shall be provided by the

Concessionaire@Company"

(0)



IB.8 E#IGIB#E BIDDERS

"! 4his $nvitation for Expression of $nterest is open to all the 7idders meetingthe following re*uirements in case of contracting firms or the contractingfirms proposed by the 7idding Company:

a) Constructors@perators duly licensed by the Pakistan EngineeringCouncil (PEC) in the category relevant to the value of the 9orks"

b) 8irms duly pre*ualified @ shortlisted by the Employer"

4o be eligible for award of the Concession5 7idders shall provide evidencesatisfactory to the Employer of their capability and ade*uacy of resources tofulfil all obligations under this Concession Contract +greement"

IB.? T$E CONCESSION

>"! 4he Employer5 on behalf of the ?overnment of Pakistan5 envisages grantinga Concession to design5 finance and implement the scope of work asdescribed in Clauses $7 ! % and to operate and maintain the Pro,ect" 4heConcession will include the right to collect tolls @fees@benefits by using thePro,ect and to generate income from approved +ncillary 8acilities (if any)

provided that such concessions are the part of the Policy of ?ovt" ofPakistan"

>"% ther key features of the Concession Contract +greement are as follows:

a) 4he Concession will be for a fixed period as stated in the 7idding2ataM

b) 4he Concession Companys minimum e*uity investment is to be asstated in the 7idding 2ataM

c) 9 will be made available by the Employer" +ny additional landre*uired for various facilities shall be paid for by the Company" 4hesame shall become part of 9 from the same dateM

d) Employer will re*uire a minimum share annually from the grossrevenue during the Concession 4erm commencing from positive cashflow year as stated in the 7idding 2ataM

e) +t the end of the Concession Period the facility is to be returned to

the Employer in a properly maintained and operational condition5 atno cost to EmployerM and

f) 4he level of benefits@tolls@fees@charges shall be as follows for the firstyear of operation" 4he escalation of benefits@tolls@fees@charges will

be allowed only as per the formula provided in the 7idding 2ata" 4herates of benefits@tolls@fees@charges for the first operating year shall besubmitted by the bidders in the form given in the +ppendices to 7id"

>" 8ull re*uirements5 terms and conditions of the Concession will be agreedduring clarification with the technical responsive bidders" 4he form andcontent of the negotiated Concession are expected to conform closely to the

draft Concession Contract +greement as included in these 7idding2ocuments" 7idders will be expected to address all of the aspects of the?eneral Conditions of Concession Contract in their submissions"

(!1)



IB.6 PROGRAMME

-"! 4he Employer will5 however5 give favourable consideration to proposals thatachieve an earlier +vailability 2ate"

-"% 7idders should note that the Concession Contract specifies 'ey 2ates to beachieved throughout the Construction Phase and penalties to be imposed for delayed completion"

IB.< DISC#AIMER

."! +ll information5 assumptions and pro,ections contained in these 7idding2ocuments are indicative only and are provided solely to assist in a

preliminary assessment of the Pro,ect" =othing in the 7idding 2ocuments or elsewhere shall create any contractual relationship between the Employer andany 7idder5 nor shall it commit the Employer to any policy described in the

7idding 2ocuments or elsewhere and neither the Employer nor any of itsconsultants or advisers will have any liability or responsibility if theinformation5 assumptions and pro,ections contained herein or otherwise inrespect of the Pro,ect prove to be incorrect" $t is the responsibility of the7idder to verify the information5 assumptions and pro,ections contained in the7idding 2ocuments or otherwise"

IB.; CONFIDENTIA#IT:

/"! 4he 7idder shall treat the 7idding 2ocuments and5 if successful5 thesubse*uent Concession Contract +greement5 and everything contained therein

as private and confidential" $n particular5 the successful 7idder shall not publish any information5 drawings or photographs concerning the Pro,ect or any +ncillary 8acilities5 without the express permission of the Employer"

IB.> BRIBER: AND CO##USION1INTEGRIT: PACT

F"! 4he Employer shall be entitled to terminate the Concession and recover fromthe successful 7idder the amount of any loss resulting from such termination if the successful 7idder shall have offered or given to any person any gift or consideration of any kind as an inducement or reward for doing5 or forbearingto do5 any action in relation to obtaining5 or in the execution of the

Concession or any other contract with the Employer5 or for showing favour to any person in relation to the Concession or any other contract with theEmployer5 or if any of the like acts shall have been done by any personemployed by the successful 7idder or acting on its behalf (whether with or without the knowledge of the successful 7idder)5 or if the successful 7idder shall have come to any agreement with another 7idder or number of 7idderswhereby an agreed *uotation or estimate shall be offered as a 7id to theEmployer by one or more 7idders"

F"% $n addition5 in case of ?P financing5 the 7idder shall sign an $ntegrity Pact(+ppendix!- of this document) to remain liable for its undertaking given

therein"

(!!)



B. BIDDING PROCEDURES

IB.7 Cont'nts o Biddin4 Do+%0'nts

0"! 4his &tandard 7idding 2ocuments5 in addition to Expression of $nterest5includes the following:

!" $nstructions to 7idders

%" 7idding 2ata

" ?eneral Conditions of Concession Contract

>" Particular Conditions of Concession Contract

-" &pecifications&pecial Provisions

." &pecifications4echnical Provisions

/" +nnexures to $nstructions to 7idder

F" +ppendices to Concession Contract0" 8orm of 7id &ecurity

!1" 8orm of Concession Contract +greement

!!" 8orm of Performance &ecurity for Construction Phase

!%" 8orm of Performance &ecurity for peration Phase

!" 8orm of Performance &ecurity for 4ransfer of the Pro,ect

!>" 2esign@2rawings

IB."! 2%lii+tions R'@%ir'0'nts

4he Contractors authorised representative and his other professionalengineers working at site shall register themselves with the PakistanEngineering Council" 4he Contractors authorised representative at site shall

be authorised to exercise ade*uate administrative and financial powers on behalf of the Contractor so as to achieve completion of the works as per theContract"+ reasonable proportion of the Contractors superintending staff shall have aworking knowledge of the English language" $f the Contractorssuperintending staff are not fluent in English language5 the Contractor shallmake competent interpreters available during all working hours in a number

deemed sufficient by the Engineer"

IB."" Cost o Biddin4

!!"! 4he 7idder shall be responsible for all fees5 costs and expenses incurred in preparing and negotiating any proposal submitted by it5 and the Employer shall under no circumstances become liable to reimburse any 7idder for anysuch fees5 costs or expenses regardless of the conduct or outcome of the

bidding process"

IB." Sit' 9isit

!%"! 4he 7idders are advised to visit and examine the site of the 9orks and its

(!%)



surroundings and to obtain for itself on its own responsibility5 all informationthat may be necessary for preparing the 7id and entering into a ConcessionContract +greement" 4he costs incurred in visiting the site shall be at the7idders own expense"

IB."8 A++'ptilit o Bid

!"! 4he 7idder is expected to examine carefully all instructions5 conditions5 forms5terms5 specifications and re*uirements of bid submission" 7ids will be at the7idders own risk" 7ids that are not substantially responsive to there*uirements of the 7idding 2ocuments will be re,ected5 except as providedfor under Clause $7 %>"

IB."? Clrii+tion o Biddin4 Do+%0'nts

!>"! + prospective 7idder re*uiring any clarification of the 7idding 2ocuments

may notify the Employer in writing or by telex5 cable or facsimile at theEmployers address given in the 7idding 2ata

!>"% 4he Employer will respond in writing to any re*uests for clarification that itreceives earlier than %! days prior to the 7id &ubmission 2ate" 9ritten copiesof the Employers response (including an explanation of the *uery but withoutidentifying the source of the in*uiry) will be sent to all prospective 7idderswho have received the 7idding 2ocuments"

IB."6 A0'nd0'nt o Biddin4 Do+%0'nts

!-"! +t any time prior to the 7id &ubmission 2ate5 the Employer may5 for anyreason5 whether at its own initiative or in response to a clarification re*uested

by a prospective 7idder5 modify the 7idding 2ocuments by amendment"

!-"% 4he amendment will be notified in writing or by telex5 cable or facsimile to all prospective 7idders who have received the 7idding 2ocuments5 and will be binding upon them"

!-" $n order to afford prospective 7idders reasonable time in which to take theamendment into account in preparing their 7ids5 the Employer may5 at itsdiscretion5 extend the deadline for the submission of 7ids"

C PREPARATION OF BID

IB."< Do+%0'nts Co0prisin4 t-' Bid

!."! 4he 7id to be prepared by the 7idder shall comprise two stages as follows:

Prt&" S%0ission o T'+-ni+l Proposl:

a) 7id &ecurityM

b) 7idders Lualification $nformation and 4echnical Proposal as

re*uired under the 7idding 2ocuments along with <etter of 4echnical ProposalM

(!)



c) Pro,ect +ppreciation &tatementM

d) &tatement of <and e*uirementsM

e) &tatement of 7id ConformityM

f) +ny ther $nformation as e*uired by the Employer as mentioned

in the 7idding 2ata"

Prt& S%0ission o Finn+il Proposl:

a) &tatement of Capital and perating CostsM

b) &tatement of evenuesM

c) 8inancial +nalysis of the Pro,ectM

d) Proposed 8inancial Package along with the <etter of 8inancialProposal

e) +ny ther $nformation as e*uired by the Employer as mentioned inthe 7idding 2ata"

!."% 4he 7idding 2ocuments shall themselves be deemed to be part of the 7id"

!." ?eneral guidance relating to the information to be provided by 7idders aregiven in the +nnexures@+ppendices"

IB."; #n4%4' o Bid

!/"! 4he 7id prepared by the 7idder5 and all correspondence and documents

relating to the 7id exchanged by the 7idder and the Employer5 shall be writtenin English" &upporting documents and printed literature furnished by the7idder with the 7id may be in ;rdu or other languages5 provided they areaccompanied by an appropriate translation of pertinent passages in the abovestated language" 8or the purpose of interpretation of the 7id5 the Englishlanguage shall prevail"

IB."> C%rr'n+ o Bid

!F"! +ll monetary values *uoted in the 7id shall be in the e*uivalent Pakistanupees"

IB."7 Bid 9lidit

!0"! 4he 7id shall remain valid and open for acceptance for a period as stated inthe 7idding 2ata from the 7id &ubmission 2ate" $n exceptionalcircumstances5 prior to expiry of the original bid validity period5 the Employer may re*uest 7idders to grant a specified extension in the period of validity"3owever5 the period of extension should not exceed the original period of bidvalidity" 4he re*uest and the responses thereto shall be made in writing or bycable5 electronic mail or facsimile" + 7idder may refuse the re*uest withoutforfeiting its 7id &ecurity" + 7idder agreeing to the re*uest will not be

(!>)



re*uired nor permitted to modify its bid5 but will be re*uired to extend thevalidity of its 7id &ecurity correspondingly"

IB.! Bid S'+%rit

%1"! 4he 7id shall be accompanied by a 7id &ecurity for a fixed amount as statedin the 7idding 2ata0

%1"% 4he 7id &ecurity shall be denominated in the currency of the bid5 or in ;&2ollars5 and shall be in the form of a cash deposit5 a certified che*ue5 a bank draft5 an irrevocable letter of credit or a guarantee from a schedule bank in the$slamic epublic of Pakistan or a bank of a country abroad acceptable to theEmployer"

%1" 4he format of the bank guarantee shall be in accordance with the &ample 7id&ecurity included in these 7idding 2ocuments" =o other formats shall be

accepted"

%1"> +ny 7id not accompanied by the re*uired 7id &ecurity5 or accompanied by a7id &ecurity in an amount less than that re*uired5 will be re,ected by theEmployer as nonresponsive"

%1"- 4he 7id &ecurities of all participating 7idders will be discharged@returned as promptly as possible after the successful 7idder has signed the Concession+greement and has provided the re*uired performance security for Construction Phase as per 7idding 2ata in favour of the Employer"

%1". 4he 7id &ecurity may be forfeited:

a) $f a 7idder withdraws its 7id during the period of bid validity: or

b) $n the case of a successful 7idder5 if it fails within the specifiedtimes to

i. 8urnish the necessary Performance &ecurity for Construction Phase

ii. &ign the Concession Contract +greementM or

iii. +chieve 8inancial Close"

c) $n case of default as expressed in Clause $7 "

IB." Pr'&id M''tin4

%!"! 4he 7idders or their authorised representatives are advised to attend a prebidmeeting"

%!"% 4he purpose of the meeting will be to clarify issues and to answer *uestionson any matter that may be raised at that stage" 4he 7idders are re*uested tosubmit any substantive *uestions in writing or by cable5 telex or facsimile toreach the Employer not later than one week before the meeting"

%!" #inutes of the meeting5 including copies of the *uestions raised and responsesgiven5 will be furnished expeditiously to all those attending the meeting (and

(!-)



to other prospective 7idders on re*uest)5 and shall form an integral part of the7idding 2ocuments5 in the form of +ddenda"

IB. Conor0it *it- t-' Biddin4 Do+%0'nts

%%"! 4he 7idder must submit a Conforming (7ona 8ide) 7id that conforms in allrespects with the re*uirements of the 7idding 2ocuments" $n addition5 the7idder may submit one or more +lternative Conforming (7ona 8ide) 7idsand@or one or more =onConforming 7ids5 if it so wishes"

IB.8 Conor0in4 (Bon Fid') Bids

%"! + Conforming 7id is a bid that conforms in full5 both in engineering andoperational terms with the Employers Conforming &cheme5 and in financial5organisational and obligation terms with the ?eneral Conditions of

Concession Contract5 except for minor departures that do not materially affectthe design5 construction method or operational characteristics of the Pro,ector the financial5 organisational or obligation regime under which theConcession will be conducted" +ll such minor departures5 if they exist5 must

be clearly identified and fully described in the 7id5 and in particular thefinancial5 programming and any other practical implications of a departuremust be explained" $f the 7id contains no deviations from the Conforming&cheme a positive statement to this effect must be made"

%"% 4he Employer shall determine whether a 7id is a Conforming (7ona 8ide)7id" 3owever5 the Employers decision may be reviewed and bidders

grievances@complaints5 that may occur prior to the entry into force of the procurement contract5 shall be addressed by the committee constituted by theEmployer comprising odd number of persons with proper powers andauthorizations"

%" $f more than one Conforming (7ona 8ide) 7id (e"g" involving differentfinancial and commercial terms) is to be submitted5 each must be clearlynumbered according to the 7idders preference"

IB.? Non&Conor0in4 Bids

%>"! +lternative designs and alternative proposals in relation to financial5

organisational and obligation aspects5 which differ in whole or part from there*uirements of the 7idding 2ocuments5 may be considered by the Employer5at its own discretion" &uch 7ids will only be considered if they areaccompanied by a Conforming (7ona 8ide) 7id"

%>"% $n addition5 =onConforming 7ids will only be eligible for consideration if they:

a) are on the basis of design5 build5 operate and transfer arrangementsMand

b) do not involve any significant delay in the execution of the 9orks"

%>" $f a =onConforming 7id is submitted5 it must be clearly identified as suchand5 in cases where more than one =onConforming 7id is to be submitted5

(!.)



each must be clearly numbered according to the 7idders preference"

%>"> 8or the Employer to examine a =onConforming 7id the 7idder mustdemonstrate with full supporting evidence that the proposal is well researchedand is technically feasible5 that the proposed 9ork Programme is well

researched and that there are engineering5 financial5 programming and@or operational advantages over the proposals set out in the 7idding 2ocuments"

IB.6 For0t nd Si4nin4 o Bids

%-"! 4he 7idder shall prepare5 in separate volumes5 five (-) copies of thedocuments comprising Part ! and Part % of the 7id5 as described in Clause $7!."!5 clearly marked and numbered Part ! and Part % and riginal 7id and8irst (to 8ifth) Copy of 7id as appropriate" $n the event of any discrepancy

between them5 the original shall govern"

%-"% 4he original and copies of the 7id shall be typed or written in indelible ink andshall be signed by a person or persons duly authorised to bind the 7idder tothe offer" Proof of authorisation shall be furnished in the form of a writtenPowerof+ttorney5 which shall accompany the 7id" +ll pages of the 7id5except for unamended printed material5 shall be initialled by the person or

persons signing the 7id"

%-" 4he complete 7id shall be without alterations5 interlineations or erasures5except as necessary to correct errors made by the 7idder5 in which case suchcorrections shall be initialled by the person or persons signing the 7id"

(!/)



D SUBMISSION AND OPENING OF BIDS

IB.< S'lin4 nd Mrin4 o Bids

%."! 4he 7idder shall seal the 4echnical Proposal and 8inancial Proposal5 in

pursuant to Clauses $7 !."! and %-"! in separate envelopes5 which must bear the signature of the 7idders authorised representative"

%."% 4he original and - (five) copies of Part! of the 7id shall be sealed into anenvelope and shall be:

a) addressed to the EmployerM and

b) bear the following identification:

i" P+4! (4EC3=$C+< PP&+<)

ii" 7$2 8 ention nae of the !ro.ect-

iii" E8" =o ention the sae nu#er as on 'otice for E;ression of "nterest-

iv" 4he 9ords J2 =4 PE= 7E8E ention dateand tie of 9id Oening for Technical !roosal-K

%." 4he original and - (five) copies of Part% 8inancial Proposal of the 7id shall be sealed into an envelope and shall:

a) be addressed to the EmployerM and

b) bear the following identification:

i" P+4 % (8$=+=C$+< PP&+<)

ii" 7$2 8 ention nae of the !ro.ect-

iii" E8" =o ention the sae nu#er as on 'otice for E;ression of "nterest-

iv" 4he 9ords J2 =4 PE= 7E8E ention dateand tie of 9id Oening for 7inancial !roosal-K

%."> 4he envelopes shall also indicate the name and address of the 7idder toenable the 7id to be returned unopened in case it is declared Qlate"

%."- $f the envelope is not sealed and marked as instructed above5 the Employer will assume no responsibility for the misplacement or premature opening of the 7id" +ny 7id that is opened prematurely will be re,ected by the Employer and returned to the 7idder"

IB.; Bid S%0ission Dt'

%/"! 7ids for Part! and Part% for 4echnical and 8inancial Proposals5 must bereceived by the Employer at the address specified in the 7idding 2ata notlater than the date (s) and time (s) specified in the 7idding 2ata in accordancewith type of 7idding procedure as mentioned in the 7idding 2ata"

%/"% 4he Employer may5 at its discretion5 extend the deadline for the submission of 7ids through the issue of an +mendment in accordance with Clause !-5 in

(!F)



which case all rights and obligations of the Employer and the 7idders previously sub,ect to the deadline will thereafter be sub,ected to the deadlineas extended"

IB.> #t' Bids

%F"! +ny 7id received by the Employer after the specified 7id &ubmission 2ateand 4ime will be returned unopened to the 7idder"

IB.7 Modii+tions nd Wit-dr*l o Bids

%0"! 4he 7idder may modify and withdraw its 7id after submission5 provided thatwritten notice of the modification or withdrawal is received by the Employer

prior to the prescribed deadline for submission of 7ids"

%0"% 4he 7idders modification or withdrawal notice shall be prepared5 sealed5marked and dispatched in accordance with the provision for the submission of

7ids" + withdrawal notice may also be sent by telex5 cable or facsimile butfollowed by a signed confirmation copy5 postmarked not later than thedeadline for submission of 7ids"

%0" =o 7id may be modified subse*uent to the deadline for submission of 7ids"

%0"> =o 7id may be withdrawn in the interval between the 7id &ubmission 2ateand the expiration of the period of 7id Ialidity" 9ithdrawal of a 7id duringthis interval may result in the forfeiture of the 7id &ecurity"

%0"- &ubse*uent to the expiration of the period of validity of 7ids prescribed by the

Employer5 a 7idder that has not been notified by the Employer of the awardof a Concession may withdraw its 7id without penalty"

IB.8! Op'nin4 o Bids

1"! 4he Employer will open the 7ids in two stages5 &tage! 4echnical Proposaland &tage% 8inancial Proposal in the presence of 7idders representatives"4he 7idders representatives who are present shall sign a register evidencingtheir attendance"

1"% 4he Employer will examine the 7ids to determine whether they are complete5whether the re*uisite 7id &ecurities have been furnished5 whether thedocuments have been properly signed5 and whether the 7ids are generally inorder"

1" 4he 7idders names5 bid modifications or withdrawals (if any)5 the presenceof the re*uisite 7id &ecurity and such other details as the Employer at itsdiscretion may consider appropriate5 will be announced at the 7id pening"

1"> 4he Employer shall prepare minutes of the 7id pening for its own records"

(!0)



IB.8" Conid'ntilit

!"! +fter the 7id pening5 information relating to the examination5 clarification5evaluation and comparison of 7ids and recommendations concerning theaward of a Concession shall not be disclosed to 7idders5 or other persons not

officially concerned with such process5 until the award of the Concession isannounced"

!"% +ny effort by a 7idder to influence the Employer in the process of examination5 clarification5 comparison and evaluation of 7ids5 or decisionsconcerning award of a Concession5 may result in the re,ection of that 7idders7id(s)"

E. ASSESSMENT OF BIDS

IB.8 D't'r0intion o Conor0it

%"! Prior to the detailed evaluation of 7ids5 the Employer will determine whether each Conforming (7ona 8ide) 7id is substantially responsive to there*uirements of the 7idding 2ocuments"

%"% 8or the purpose of this Clause5 a substantially responsive 7id is one thatconforms to all the terms5 conditions and specifications of the 7idding2ocuments without material deviation or reservation" + material deviation or reservation is one that affects in any substantial way5 relative to there*uirements of the 7idding 2ocuments5 the:

a) form5 scope5 *uality5 completion or timing of the Construction

Phase of the proposed ConcessionM or

b) administration5 maintenance and operating regime for theperation Phase of the proposed ConcessionM or

c) financial regime within which the proposed Concession will be

carried out or that limits in any substantial way,inconsistent with the Bidding Documents, theEmployer’s rights or the Bidder’s obligations underthe proposed Concession, or that would afectunairly the competitive position o other Bidderswho have presented Conorming Bids.

%" + Conforming (7ona 8ide) 7id determined to be substantially nonresponsivewill be re,ected by the Employer and may not subse*uently be maderesponsive by the 7idder by correction of the nonconformity"

%"> 4he Employer may accept any nonmaterial deviation or reservation providedthat the acceptance thereof does not pre,udice or affect the relative rankingorder of any 7idder in the evaluation of 7ids"

IB.88 Consid'rtion o Non&Conor0in4 Bids

"! 4he Employer may5 at its discretion5 take forward any =onConforming 7id

for evaluation5 provided that such 7ids are determined by the Employer tosatisfy all the re*uirements of Clause $7 %>"

(%1)



IB.8? Clrii+tion o Bids

>"! 4o assist in the examination5 evaluation and comparison of 7ids5 the Employer may ask 7idders individually for clarification of any element of their 7id(s)"4he re*uest for clarification and the response shall be in writing or cable5 telex

or facsimile5 but no change in the financial aspects or substance of the 7idshall be sought5 offered or permitted except as re*uired to confirm thecorrection of arithmetical errors discovered by the Employer during theevaluation of the 7ids"

>"% 7idders will be obliged to respond promptly to all re*uests for clarificationand to provide all clarifications re*uested within the period mentioned in there*uests failing which the 7id may be re,ected"

IB.86 Corr'+tion o Arit-0'ti+l Errors

-"! 7ids determined to be substantially responsive and5 sub,ect to the discretion of the Employer5 =onConforming 7ids that are determined to satisfy there*uirements of Clause %> will be checked by the Employer for anyarithmetical errors in computation and summation"

-"% Errors will be corrected by the Employer as follows:

a) 9here there is a discrepancy between amounts in figures and in

words5 the amount in words will governM and

b) 9here there is a discrepancy between the unit monetary valuesand the total amount derived from either summation or throughthe multiplication of the unit monetary value by a factoring value5the unit monetary value as *uoted will normally govern unless inthe opinion of the Employer there is an obviously grossmisplacement of the decimal point in the unit monetary value5 inwhich event the total amount as *uoted will govern"

-" $f a 7idder does not accept the correction of errors as above5 its 7id will bere,ected"

IB.8< Pr's'nttion t-' Bidd'rs

."! 4o assist the evaluation of 7ids5 each 7idder will be re*uired to present its4echnical Proposals to the Employer in a meeting to be arranged at time anddate as stated in 7idding 2ata" 4hese meetings must be attended by the7idder and its engineers@consultants" 4he main purpose of these meetings will

be:

a) to provide the 7idder with the opportunity to present the detailsand merits of the technical and operational aspects of its 7id tothe EmployerM and

b) to allow the Employer to seek clarification on any technical and

operational matters"

." =o commercial aspects of the 7id will be discussed at these presentations and

(%!)



no negotiations will take place"

."> 4he 4echnical &cope of the Pro,ect will be discussed and ;pdated during thecourse of meeting"

F DETAI#ED BID E9A#UATION

IB.8; T*o St4's Pro+'ss

/"! 4he detailed evaluation of the 7ids will be carried out as a 4wo&tage processwith scores being assigned to each 7id during each &tage of the evaluation"4hose 7ids that5 in the view of the Employer5 fail to satisfy minimumre*uirements during the &tage! of the evaluation will not be taken forward to&tage% of the evaluation process"

IB.8> St4'& " & Bidd'rs Cpilit nd T'+-ni+l Proposl

F"! 4he aim of the &tage! evaluation will be to determine the ability of the7idder to finance5 construct and manage the Pro,ect5 and to evaluate the levelof competence shown by the 7idder5 in terms of its understanding of theengineering5 operational and maintenance aspects of the Pro,ect"

F"% 4he assessment will consider the 7idders previous experience in pro,ects of this complexity and magnitude" Particular credit will be given to those7idders who have inhouse experience in the engineering design5 financing5construction and management of public sector infrastructure pro,ects5 and

particular emphasis will be placed on the robustness of the proposed 9orksProgramme5 the Pro,ect +ppreciation &tatement and the appropriateness of

the proposed operating and maintenance regimes that will be employed duringthe Concession Period"

F" +lso of importance will be the financial strength of the 7idder and itsshareholders5 together with their potential ability to arrange an appropriatefinancing package in support of the Pro,ect"

F"> $n the case of =onConforming 7ids sub,ect to &ub Clause $7 %>"! therelative technical advantages and disadvantages of any nonconformity will beassessed separately5 to be used to offset any financial disadvantage or advantage that may be gained by the 7idder in the evaluation of the Part %

submission"

F"- 4he 4echnical Proposals are opened at the date and time specified in the7idding 2ata" 4he 4echnical Proposals shall be evaluated and discussed withthe 7idders"

+ny deficiencies5 extraneous provisions and unsatisfactory technical featuresshall be pointed out to the 7idders whose comments are carefully evaluatedduring a post bid meeting at the date and time set by the Employer" 4he7idders shall be allowed to revise or ad,ust their 4echnical Proposals to meetthe re*uirements of the Employer so that all 4echnical Proposals conform tothe same acceptable technical standard and meet the technical solution

re*uired by the Employer" 7ids of the 7idders who are unable or unwilling to

(%%)



bring their bids to conform to the acceptable technical standard shall bere,ected as non conforming bids"

+fter the evaluation of 4echnical Proposals as above5 the second stage is toinvite 7idders to submit 8inancial Proposals and evised 4echnical Proposals

in compliance with the acceptable technical standard" 4he evised 4echnicalProposals and Price Proposals are opened in public at date and time informed by the Employer"

IB.87 St4'& & T-' Finn+il Proposl

0"! 4he evised 4echnical Proposals and 8inancial Proposals are opened at thedate and time informed by the Employer" "n setting the date the Eloyer

should allo/ sufficient tie for 9idders to incororate the changes involved in the Technical !roosals and reare 7inancial !roosals0-

4he 8inancial Proposals and evised 4echnical Proposals are evaluated by the

Employer and its advisers in strict confidence" &ub,ect to &ubClause !"!5 theEmployer will not provide the assessment results or reasons in support of itsassessments to any 7idders or third party"

0"% $n the case of =onConforming 7ids5 sub,ect to &ubClauses $7 %>"! andF">5 any additional financial benefit that results from nonconformity will be

balanced against any conse*uent financial5 economic5 environmental or other disadvantage to the Employer or the community as a whole" +ny technicalimplications of nonconformity will also be considered in this ad,ustment

process"

IB.?! Ass'ss0'nt Pro+'ss

>1"! 4he assessment process will be carried out by the Employer and its advisers instrict confidence" &ub,ect to &ubClause $7 !"!5 the Employer will not

provide the assessment results or reasons in support of its assessments to any7idder or third party"

>1"% 7idders should note that the Employer is not bound to accept any 7id andmay at any time5 by notice in writing to any 7idders5 terminate the bidding andassessment process in relation to their 7ids or any proposals containedtherein"

IB.?" A*rd o Con+'ssion Contr+t

>!"! &ubse*uent to the detailed evaluation of the 8inancial Proposals and evised4echnical Proposals5 the Employer will award the Concession Contract to thesuccessful 7idder5 on the basis of being most beneficial to the Employer"

>!"% ;pon selection by the Employer the successful 7idder will be re*uired5 withina period of >- (forty five) days or as stated in the 7idding 2ata5 to enter into aConcession Contract +greement with the Employer5 having previouslysecured a Performance &ecurity for Construction Phase to the value of !-

percent5 or as stated in the 7idding 2ata5 of the value of the construction

costs" 4he successful 7idder will be re*uired to achieve 8inancial Close withina period of 01 (ninety) days5 or as stated in the 7idding 2ata5 from the

(%)



Effective 2ate of the Concession +greement"

>!" 8ailure to fulfil any of the above re*uirements within the specified time will5unless otherwise agreed by both parties5 result in the forfeiture of the 7idders7id &ecurity"

>!"> $n the event of the successful 7idder forfeiting its 7id &ecurity the Employer may5 at its discretion5 either invite another 7idder to negotiate or terminate the

bidding process"

G. INFORMATION TO BE PRO9IDED B: BIDDERS

IB.? Inor0tion to ' Pro,id'd t-' Bidd'rs

>%"! 4his section sets out5 for the information and guidance of 7idders5 theEmployers minimum re*uirements in terms of the contents of the 7id" $t isemphasised that these are minimum re*uirements that may be supplemented

by more detailed information5 as deemed necessary by the 7idder"

>%"% 7idders should note that the information and guidance provided in this&ection has been prepared to assist them in completing their submissions" 4heEmployer reserves the right to re*uest any further information andclarification that it may deem necessary to carry out the detailed evaluation of 7ids"

>%" 4he 7id shall be presented in two parts5 namely Part! and Part%" 4heminimum contents of each Part are to be as follows:

IB.?8 Prt&" S%0ission

?8." G'n'rl

4he Part! submission should be divided into sections5 which should set outthe minimum information indicated in the following sections"

?8. Bid S'+%rit

4he 7id &ecurity should comply with the re*uirements of Clauses $7 %1"

?8.8 Bidd'rs Cpilit Stt'0'nt

4he 7idders Capability &tatement will set out minimum informationconcerning the financial and corporate structure5 experience and financialstanding of the 7idders organisation or consortium as given in the following

paragraphs"

(%>)



?8.? Constit%tion or #'4l Stt%s

Copies of original documents defining the constitution or legal status and place of registration of the company or firm or5 in the case of a ,oint venture5of each party thereto constituting the 7idder will be submitted"

?8.6 Corport' Str%+t%r'

9here the 7idder is a ,oint venture of two or more companies or firms5 astatement signed by all parties to the ,oint venture of the proposedadministrative arrangements for the management and execution of theConcession5 the duties5 responsibilities and share of each party5 the authorisedrepresentative of the ,oint venture5 and an undertaking that the parties are

,ointly and severally liable to the Employer for the performance of theConcession"

?8.< R'l',nt E/p'ri'n+'

2etails of the experience and past performance of the 7idder (or of each partyto a ,oint venture) on pro,ects of a similar nature within the past five years5and details of current pro,ects in hand and other contractual commitmentshave to be submitted"

?8.; Or4nistionl Str%+t%r'

+ chart indicating the basic organisational structure(s) of the 7idder specifyingthe responsibilities of each organisational unit of the proposed ConcessionCompany is re*uired"

?8.> K' Pro'+t P'rsonn'l

4he *ualifications and experience of the key personnel proposed for administration and execution of the Concession5 during the design5construction and operating phases of the Concession"

?8.7 A%dit'd A++o%nts

>"0"! 7idders shall provide audited accounts for a minimum of the latest - years5together with the most recently published interim accounts (if available)5 anestimated financial pro,ection for the next two years5 and an authority fromthe 7idder (or authorised representative of a ,oint venture) to seek referencesfrom the 7idders bankers for the:

a) Proposed Concession Company (where available)M

b) Each proposed shareholder of the proposed Concession CompanyM

c) 4he parent (and5 if any5 ultimate parent) company of each proposedshareholder of the proposed Concession CompanyM

d) Proposed consultantsM and

e) Proposed contractors

together with a statement giving details of any offbalance sheet liabilitiesincluding contingent liabilities"

>"0"% $n the absence of audited accounts5 a statement detailing the financial strength

(%-)



of the institutions and@or individuals involved should be provided"

?8."! S-r'-old'rs

>"!1"! 7idders shall provide in each 7id details of shareholders5 their respectiveshareholdings5 their respective capital contributions and the proposed capital

structure of the Concession Company"

>"!1"% 7idders should note that where subse*uent changes are proposed inshareholding prior to the award of the Concession5 the Employers consentmust be sought" $t should also be noted that5 following award of theConcession5 the Employer may place restrictions upon changes to andtransfers of the shareholding in the Concession Company"

?8."" Pro'+t Appr'+ition Stt'0'nt

>"!!"! &pecifications and drawings describing the design and layout of the

Employers Conforming &cheme are included within these 7idding2ocuments" 4hese are provided for the 7idders guidance and information"

>"!!"% $n considering these proposals the 7idder should note that the Employer5 itsConsultants and its advisers will take no responsibility for the accuracy or

practicality of the proposals5 and that it is the 7idders responsibility to verifyor replace the information5 assumptions and pro,ections that are containedwithin these 7idding 2ocuments and elsewhereM $n the event that errors or omissions are found5 to correct and supplement data as appropriate"

>"!!" $n order to demonstrate their understanding of the form5 scope and

complexity of the Pro,ect5 7idders shall prepare a Pro,ect +ppreciation&tatement setting out the construction5 operation and maintenance philosophythat is to be adopted for each significant element of the Pro,ect" 4hisstatement will include5 but not be limited to5 details of:

a) 4he construction method and operations management and maintenanceof the pro,ectM

b) 4he construction methods to be adopted in the construction of all ma,or components of the $nfrastructure@8acility"

c) 4he construction material re*uirements of the Pro,ect and their

availability5 the location of borrow pits and spoil areas and theimplications of importing any raw or finished materialsM

d) 4he machinery5 Plant and labour needs of the Pro,ect and there*uirement for associated working and accommodation areasM

e) +ny particular problems that might be experienced during constructionand the measures to be taken to overcome theseM such problems mightinclude poor soil conditions5 contaminated land and flood susceptibilityduring the monsoon seasonM

f) 4he operational methodology to be adoptedM including tolls@fees@chargescollection procedures5 monitoring procedures and other service

provisionM and

(%.)



g) 4he proposed maintenance regime including the organisational systemthat will be adopted for routine maintenance and repair5 longerterminspection5 monitoring and rectification of identified defects and normaldeterioration of $nfrastructure@8acility"

?8." Stt'0'nt o Propos'd T'+-ni+l C-n4's to t-' Conor0in4 S+-'0'

>"!%"! $n the event that the 7idder shall conclude5 as a result of its Pro,ect+ppreciation &tatement5 or otherwise5 that it wishes to modify the proposalscontained in the Conforming &cheme5 either materially or otherwise5 the7idder shall provide supporting drawings and calculations to ,ustify the

proposed deviations from the Conforming &cheme"

>"!%"% &uch deviations shall be designed and evaluated5 by the 7idder5 in sufficientdetail as to indicate5 as a minimum:

a) +ny changes in the layout5 line and level for the $nfrastructure@8acility

or its ancillary featuresM

b) +ny changes in the land re*uirements for the proposalM

c) +ny changes in the choice of materialsM and

d) +ny conse*uential changes in terms of the design life5 operational

characteristics and maintenance needs of the facility"

>"!%" 4he results of these studies shall be included5 by the 7idder5 in a &tatement of Proposed 4echnical Changes to the Conforming &cheme"

>"!%"> $n the event that the 7idder should decide to adopt the Conforming &cheme5without amendment5 a statement to this effect should be given"

?8."8 Stt'0'nt o #nd R'@%ir'0'nts

4he 7idder shall provide statement of additional land re*uirements (if any)"+ll cost relating to land re*uirements5 shifting of utilities5 resettlement issuesetc" shall be borne by the 7idder" Employer shall however provide all

possible assistance in this regard except financial"

?8."? Wor Pro4r00'

>"!>"! 4he 7idder shall provide a detailed 9ork Programme5 showing in *uarterlyintervals the anticipated startup and construction schedule to achieve the+vailability 2ate specified in Clause $7 -"

>"!>"% $n preparing this 9ork Programme5 7idders are advised that it will be acondition of the Concession +greement that specified sections of the Pro,ectare completed and available for use at specified times" 8ailure to meet thesespecified targets will result in the imposition of penalties on the ConcessionCompany"

?8."6 Stt'0'nt o Bid Conor0it

>"!-"! 4he 7idder shall submit a &tatement of 7id Conformity5 stating whether or not the 7id conforms to all the re*uirements of the 7idding 2ocuments" 4here*uirements for bid conformity are set out in Clauses $7 %"! and %"%" 4his

(%/)



statement shall include a list of all nonmaterial departures from the 7idding2ocuments together with any areas of significant nonconformity"

>"!-"% 7idders should note when preparing their submissions that all deviations fromthe 7idding 2ocuments should be listed" &uch deviations may include5 but

not be limited to:

a) +ny changes to the layout5 form or scope of the Conforming&chemeM

b) +ny changes to the <and e*uirements PlanM and

c) +ny proposed changes to the 8orm of Concession Contract+greement"

IB.?? Prt& S%0ission

??." G'n'rl

4he Part% &ubmission should be divided into sections as set out below andeach section should provide5 as a minimum5 the information indicated in thefollowing sections:

??. Stt'0'nt o Cpitl nd Op'rtin4 Costs

4he 7idders &tatement of Capital and perating Costs should provide thefollowing minimum information5 set out in the format indicated below"

??.8 Cpitl Costs

>>""! + 7reakdown of capital@construction costs on a *uarterly basis5 divided intothe appropriate sections is to be provided by the 7idder for each section of thePro,ect"

>>""% $n addition5 information should be provided regarding design5 consultancy and pro,ect management fees5 contingency costs and insurance costs"

>>"" 4he construction costs set out in the 7idders submission should not includefinancing costs (such as capitalised interest5 etc")"

>>""> +ll capital cost estimates should make due allowance for any incentives that

may be available to the Concession Company"

??.? Op'rtion nd Mint'nn+' Costs

>>">"! 4he 7idder shall provide details of estimated peration and #aintenanceCosts during the first and each subse*uent year of operation" 4he followingminimum information should be provided:

a) 4olls@benefits@fees etc" collection costsM

b) outine monitoring5 and allied service costsM

c) ther administration costsM

d) Costs associated with routine inspection and maintenance programmesM

(%F)



and

e) 4he anticipated cost of periodic maintenance programmes"

?eneral 2esign Criteria5 perational #aintenance e*uirements are

attached at App'ndi+'s to Bid"

>>">"% +ll operation and maintenance costs should make due allowance for anyincentives that may be available to the Concession Company"

>>">" +ll operation and maintenance costs should be *uoted at both onth and year to #e entioned if needed- prices and money of the day prices" +llassumptions regarding future inflation and the applicable method used for such calculations must be clearly stated"

??.6 Stt'0'nt o R','n%'s

4he &tatement of evenues shall include5 but not be limited to5 informationregarding each of the following"

??.< Op'rtin4 Cp+it

4he 7idder is to state in detail the operational capacity (such as traffic activity5 power generation5 building services etc)"

??.; #','ls o Tolls1B'n'its1F''s 't+

4he 7idder shall state in its 7id the approved rates for levels of tolls@benefits@fees etc" that will be adopted during the first year of operation"4hese will then form the basis for the application of future escalation"

??.> R','n%'s

4he 7idder shall set out in tabular form the expected revenues5 on a yearly basis throughout the period of the Concession" 4he submission should clearlyindicate the expected revenue from the generation sources5 and should beaccompanied by sufficient supporting documentation to allow the Employer toverify the viability of the overall financial proposal"

??.7 Finn+il Anlsis o t-' Pro'+t

4he 7idder shall provide a detailed forecast annual balance sheet5 as well as

profit and loss and cash flow pro,ections for the Pro,ect for the duration of theConcession Period" $n presenting this information the 7idder shall clearly setout each of the following:

(%0)



??."! T-' Propos'd Finn+il P+4'

>>"!1"! Each element of the financial package shall be clearly identified" 4heinformation provided shall include5 but not be limited to:

a) 4he proposed level of e*uity to be provided5 the source of such e*uity5the proposed drawdown profile for this e*uity and the rate of returnthat is re*uired on this e*uityM and

b) 4he level of senior debt that will be sought5 and the source(s)5 form(s)5anticipated interest rate(s) and repayment profile(s) for such loan(s)"

>>"!1"% Particular merit will be given5 during the evaluation process to those 7idderswhose submissions minimise the need for public sector financing"

??."" T/tion

4he Concession Companys obligations to taxation and any taxationallowances are clearly identified in the Concession Contract +greement" 4he7idder should state its acceptance of these obligations and should show theextent and timing of its tax provision and the proposed tax depreciation policythat will be adopted for each category of asset" ($t should be assumed for taxation purposes that the residual value of all assets at the end of theConcession Period will be zero)"

??." Proit S-rin4 *it- t-' E0plo'r

4he 7id will be based on the condition that the Employer will receive aminimum of Gage share of gross revenue5 as stated in the 7idding 2ata5

accruing to the Pro,ect in any year5 once the pro,ect achieves positive cashflow" 4he anticipated payments to the Employer under this profit sharing

provision shall be clearly indicated in the 7id" 4he year of evenue &haringwith the ?P will be clearly stated"

??."8 Ot-'r Inor0tion

+ny other information that is needed to provide a clear understanding of the7idders financial analysis should be included in this section of the submission"

??."? #'tt'r o Finn+il Proposl

+ definitive summary of the key elements of the 7id shall be provided by the7idder" 4his statement shall include the following information:

a) 4he Concession Companys e*uity commitmentM

b) &chedule of public sector grant re*uirements5 showing amountsre*uired and dates on which payments will be dueM

c) &chedule of first year toll@benefits@fees etc" rates

d) &chedule of amendments that will be sought prior to the signing of aConcession +greement (if any)M

e) &chedule of land re*uirements (if any) that are envisagedM and

f) &chedule of any other conditions that are attached to the 7id (if any)"

(1)



$. MISCE##ANEOUS

IB.?6 Bidd'rs to ' Cr'%l

>-"! 7idder should take care of local <aws5 statutes5 regulations5 ?overnment

investment policies in order to make the bids complying with Countryregulation"

>-"% Employer shall not assume any responsibility and shall stand indemnifiedagainst any or all information provided in the 7idding 2ocuments as far asthe Pro,ect data and figures are concerned" 4he 7idders are instructed tocarry out their own detailed studies to confirm the Pro,ect viability andsubmit the bids accordingly" 4he Pro,ect documents merely provideinformation which is deemed useful by Employer for the 7idders to initiatestudy of the Pro,ect" $t may be further understood that Employer is

providing this information with best of intents and has tried its best to provide as correct as possible information"

>-" $f there arises any further need of addition to the existing 7idding2ocuments5 the same shall be attended through addendum" +ll such addendashall form part of the 7idding 2ocuments"

>-"> 4he documents as mentioned in this 7idding 2ocuments shall form theintegral part of the overall +greement and all the conditions containedshall prevail5 unless specifically amended or changed or added or deletedthrough mutual agreement of the Employer and the successful 7idder"

(!)



BIDDING DATA

()



BD&"

NOTES ON BIDDING DATA

4his &ection is intended to assist the Employer in providing the specific information in relation tocorresponding clauses in $nstructions to 7idders and should be prepared to suit each individualPro,ect"

4he Employer should provide in the 7idding 2ata information and re*uirements specific to thecircumstances of the Employer5 the processing of the 7id5 the applicable rules5 and the 7idevaluation criteria that will apply to the 7ids" $n preparing this section5 the following aspectsshould be checked:

(a) $nformation that specifies and complements the provisions of sectionM $nstruction to7idders must be incorporated"

(b) +mendments and@or supplements5 if any5 to the provisions of $nstructions to 7idders5necessitated by the circumstances of each individual contract5 can be introduced only inthis section since $nstructions to 7idders will remain unchanged" 3owever5 Clauses >% to

>> may be modified@elaborated by the Employer for making them Pro,ect specific"R

(>)



BD&

BIDDING DATA

(4his section should be filled in by the Employer before issuance of the 7idding 2ocuments") 4hefollowing specific data for the 9orks to be bidded shall complement5 amend5 or supplement the

provisions in the $nstructions to 7idders" 9herever there is a conflict5 the provisions herein shall prevail over those in the $nstructions to 7idders"

"nstructions are rovided, as needed, in italics0-

$nstructions to 7iddersClause eference

"." Introd%+tion=

Eloyer has to e;lain in ore detail the Scoe of the !ro.ect to the rivate sectors for su#ission of their roosals constructed on #asis of 9uild, Oerate and Transfer-

. T-' Pro'+t Bri'

Eloyer to descri#e the nature of ro.ect, location of ro.ect, all related a.or=inor Structures and reference to the standards of design, construction, aintenance and oeration re4uireents-

T-' Con+'ssion

(a) Eloyer to ention the concession eriod-

(b) Eloyer to ention the iniu figure in >age for e4uity investent-

(c) Eloyer to ention the re4uireent of >age share, if any, other/ise deletethis clause-

(d) [Employer to provide the Formula for calculating theescalation of benets/tolls/fees/charges]

"?." Clrii+tion o Biddin4 Do+%0'nts

Eloyer2s full ailing address and other contact details-

"<." Prt&" S%0ission o T'+-ni+l Proposl

f" ther $nformation as e*uired by the Employer Eloyer ay state or other/ise /rite 6'ot Alica#le8-

!."! Prt& S%0ission o Finn+il Proposl

e0 Other "nforation as +e4uired #y the Eloyer Eloyer ay state or other/ise /rite 6'ot Alica#le8-

+,-+ B(* V!(*(#.

Eloyer to ention the eriod in days 1eeing in ind the tye and cole;ity of the !ro.ect, tie re4uired for o#taining references, clarifications, clearances,arovals and for notification of the a/ard-

BD&8!." Bid S'+%rit

(-)



This aount should #e entioned #y the Eloyer0 "t should #e the sae as also4uoted in the E;ression of "nterest0 To avoid disclosure of #idders2 rices originating in the financial institution issuing the security, a fi;ed su should #e secified, in

reference to a ercentage of the 9id !rice0-

!.6 P'ror0n+' S'+%rit or Constr%+tion P-s'

SThe successful 9idder=Coany shall rior to the Effective $ate, rovide the Eloyer /ith an unconditional, irrevoca#le and /ithout recourse !erforanceSecurity in a for acceta#le to the Eloyer and fro a scheduled #an1 or aninternational rie #an1 aroved #y the Eloyer (?the 9an12)0 Such !erforanceSecurity shall #e in the aount e4uivalent to five ercent (@>) of the !ro.ect cost, asad.usted fro tie to tie, to secure all the Concession Coany2s o#ligations,lia#ilities, /arranties, indenities, reresentations, guarantees and resonsi#ilitiesunder the Concession Contract for this !ro.ect including the integrity and 4uality of the Concession Coany2s /or1anshi, the erection /or1=activities erfored #y theConcession Coany and for e4uient rocured and rovided #y the ConcessionCoany and all other /or1s and services to #e rovided #y the Concession Coany

under this Agreeent-

<. S'lin4 nd Mrin4 o Bids

Mention nae of the !ro.ect-

Mention the sae +eference nu#er as on 'otice for E;ression of "nterest-

Mention date and tie of 9id Oening, $ate should #e the sae as that given for the dead line for su#ission of 9ids (Clause "9B)-

;." Bid S%0ission

Mention Eloyer2s address for the urose of 9id su#ission /hich should atchthe receiving address as rovided in the 'otice for E;ression of "nterest-

Biddin4 Pro+'d%r' to ' ollo*'d *-'r'in:

(i) 4he date and time for submission of Part$ along with Part$$ shall be the samei"e ention the date and tie as on 'otice for E;ression of "nterest-M or

(ii) 4he date and time for submission of part $ only shall be ention date & tie as er 'otice for E;ression of "nterest- whereas the date time for submission of revised Part $ along with Part $$ shall be informed in due course of timeM or

(iii) 4he date and time for submission of part $ and part $$ shall be Sention date &tie as er 'otice for E;ression of "nterest- whereas the date time for submission of revised Part $ and supplementary Part $$ shall be informed in duecourse of time"

Eloyer to stri1e out t/o of the a#ove three otions and 1ee the one /hich is ost aroriate for the ro.ect0 These instructions to 9idders have #een drafted for otion(ii) and thus need aendents essentially in case of otion (i) or (iii) a#ove-

BD&?

8<." Pr's'nttion t-' Bidd'rs

Tie and date to #e entioned #y the Eloyer-"

(.)



??.?.8 Op'rtion nd Mint'nn+' Costs

onth and year to #e entioned #y the 9idder if needed-

??." Proit S-rin4 *it- t-' E0plo'r

Eloyer to ention >age share-

(/)



SPECIA# STIPU#ATIONS

• Pro,ect:

• Promoters @ &ponsors @

2evelopers:

• Proposed Promoter@2eveloper:

• Cost of the Pro,ect (i) Construction Cost:

(ii) Engineering Cost:(iii) ther Costs:

• Construction Period:

• 8inancial +rrangements:

(i) E*uity:

(ii) 2ebt:

• Concession Period: OOOOO years including construction

period (from effective date as specified)

• 4oll <evels@7enefits@8ees:

• evenue &haring with

?P conse*uent to principal debt servicing:

#inimum ?ross evenue sharing OOOG isestablished"

Proposed ?ross evenue sharing is Gwith ?P

4he sharing will commence from the year"

(F)



ANNE5URESTO

INSTRUCTIONS TO BIDDERS

(0)



PAGE OF PAGES

+nnexure!

?eneral $nformation

All individual firms and each partner of a joint venture are requested to complete the information in this

form. Nationality information should be provided for all owners or applicants who are partnerships orindividually-owned firms.

Name of firm

Head office address

Telephone Contact

Fax Telex

Place of incorporation / registration Year of incorporation / registration

Nationality of owners1

Name Nationality

1 o be completed by all owners o partnerships or individually!owned "rms.

(>1)



(>!)



PAGE OF PAGES

+nnexure%

?eneral Experience ecord

Name of Bidder or partner of a joint venture

All individual firms and all partners of a joint venture are requested to complete the information in this form. The

information supplied should be the annual turnover of the Applicant (or each member of a joint venture), in

terms of the amounts billed to clients for each year for work in progress or completed, in Rs. Million.

Use a separate sheet for each partner of a joint venture.

Annual turnover data (construction only)

Year Turnover (Rs. Million) Remarks

1.

2.

3.

4.

5.

Note: 1) Certified copies of Audit report from a Chartered Accountant or Income TaxDepartment should be enclosed.

2) Testimonials, Certificates and publicity material should not be enclosed; they

will not be taken into account in the evaluation of qualification and will be

discarded.

(>%)



PAGE OF PAGES

+nnexure

Hoint Ienture &ummary

Names of all partners of a joint venture1. Lead partner

2. Partner

3. Partner

4. Partner

5. Partner

6. Partner

Annual turnover data (construction only; Rs. Million)

Partner Year 1 Year 2 Year 3 Year 4 Year 5

1. Lead partner

2. Partner

3. Partner

4. Partner

5. Partner

(>)



6. Partner

(>>)



PAGE OF PAGES

+nnexure>

D'tils o Contr+ts o Si0ilr Nt%r' nd Co0pl'/it


Use a separate sheet for each contract.

1. Number of contract

Name of contract

Country

2. Name of Employer

3. Employer address

4. Nature of works and special features relevant to te contract for wic te Bidder wises to bid

!. Contract role "ceck one#$ole contractor %ana&ement Contractor $ubcontractor 'artner in a joint venture

(. )alue in specified currencies at completion* or at date of award for current contracts*

+, -otal Contract mount/ 0000000000000 "s. %illion#

+1 $ubContract mount "if te role was sub contractor#/ 0000000000000 "s. %illion#

+2 esponsible Contract mount "if te role was partner in a joint venture#/

0000000000000 "s. %illion# 0000000000000 "percenta&e of sare#

. s. %illion

5. 6ate of award

7. 6ate of completion

1,. Contract8subcontract duration "years and monts# years monts

11. $pecified re9uirements2

2

he #pplicant should insert any speci"c contractual criteria re$uired or particularoperations, such as annual volume o earthmoving, underground e%cavation, or placingconcrete.

(>-)



PAGE OF PAGES

+nnexure-S%00r S-''t

Current Contract Commitments @ 9orks in Progress


Bidders and eac partner of a joint venture sould provide information on teir current commitments on

all contents tat ave been awarded or for wic a letter of intent or acceptance as been received* orfor contracts approacin& completion* but for wic an un9ualified* full completion certificate as yet tobe issued.

Name of contract Value of Total/outstanding work (Rs. Million)

Estimated completion date

1.

2.

3.

4.

!.

(.

(>.)



PAGE OF PAGES

+nnexure .

Personnel Capabilities

Name of Bidder

For specific positions essential to contract implementation, Bidders should provide the names of at least

two candidates. The data on their experience should be supplied in separate sheets using one Form (7)

for each candidate.

1. -itle of position

Name of prime candidate

Name of alternate candidate










(>/)



PAGE OF PAGES

+nnexure/

Candidate &ummary

Name of Bidder

'osition Candidate'rime lternate

Candidateinformation

1. Name of candidate 2. 6ate of birt

3. 'rofessional 9ualifications

resentemplo!ment

4. Name of Employer

ddress of Employer

-elepone Contact "mana&er 8 personnel officer#

:a; -ele;

<ob title of candidate =ears wit present Employer

"ummari#e professional e$perience o%er t&e last 1' !ears in re%erse c&ronological order.ndicate particular tec&nical and managerial e$perience rele%ant to t&e ro*ect.

+rom To Compan! / ro*ect / osition / Rele%ant tec&nical and management e$perience

(>F)



PAGE OF PAGES

+nnexureF

E*uipment Capabilities

Name of Bidder

T&e ,idder s&all pro%ide ade-uate information to demonstrate clearl! t&at it &as t&ecapailit! to meet t&e re-uirements for eac& and all items of e-uipment re-uired to performt&e works.

>tem of e9uipment

E-uipment

information

1. Name of manufacturer 2. %odel and power ratin&

3. Capacity 4. =ear of manufacture

Current status !. Current location

(. 6etails of current commitments

"ource . >ndicate source of te e9uipment?wned ented @eased $pecially manufactured

mit t&e following information for e-uipment owned ! t&e 0pplicant or partner.

wner 5. Name of owner

7. ddress of owner

-elepone Contact name and title

:a; -ele;

0greements 6etails of rental 8 lease 8 manufacture a&reements specific to te 'roject

(>0)



PAGE OF PAGES

+nnexure0

Finn+il CpilitName of pplicant or partner of a joint venture

,idders including eac& partner of a *oint %enture s&ould pro%ide financial information to demonstratet&at t&e! meet t&e re-uirements of t&e proposed pro*ect. Eac& ,idder or partner of a *oint %enture must fill in t&is form. f necessar! use separate s&eets to pro%ide complete anker information. 0 cop! of t&eaudited alance s&eets and statement of profit and losses s&ould e attac&ed.

,anker Name of banker

ddress of banker

-elepone Contact name and title

:a; e mail

"ummari#e actual assets and liailities in Rs. Million e-ui%alent (at t&e rates of e$c&angecurrent at t&e end of eac& !ear) for t&e pre%ious fi%e !ears.

+inancial informationin Rs. Million

0ctual pre%ious fi%e !ears

1. 2. 3. 4. !.

1. Total assets

2. Current assets

3. Total liailities4. Current liailities

5. "ales

6. rdinar! rofits

7. rofits efore ta$es

8. rofits after ta$es

"pecif! proposed sources of financing to meet t&e cas& flow demands of t&e ro*ect net of current commitments for ot&er contracts.

"ource of financing 0mount (Rs. Million)

1.

2.

3.

4.

Attach audited financial statements for the last five years (for the individual Bidders or each partner of a joint venture).Firms owned by individuals, and partnerships, may submit their balance sheets certified by

(-1)



a registered accountant, and supported by copies of tax returns, if audits are not required by the laws of

their countries of origin.

PAGE OF PAGES

+nnexure!1

<itigation 3istoryName of Bidder or partner of a joint venture

,idders including eac& of t&e partners of a *oint %enture s&ould pro%ide information on an! &istor! of litigation or aritration resulting from contracts e$ecuted in t&e last 5 !ears or currentl! under e$ecution. 0 separate s&eet s&ould e used for eac& partner of a *oint %enture.

Year Award FOR or

AGAINST

Applicant

Name of client, cause of litigation, and matter

in dispute

Disputed amount

(current

value,

Rs. Million)

(-!)



(-%)



PRO3ECT INFORMATION

APPENDICES TO CONCESSION CONTRACT

(-)



+ppendix1!

Pro'+t #o+tion Mp

To #e rovided #y the Eloyer-

(->)



App'ndi/&!

?eneral 2esign Criteria #aintenance e*uirementsTo #e rovided #y the Eloyer-

(--)



+ppendix1

+ncillary 8acilitiesTo #e rovided #y the Eloyer-

(-.)



App'ndi/&!?

Proposed Pro,ect $mplementation &chedule andChecking@Commissioning Procedures


(-/)



App'ndi/&!6

BOI In,'st0'nt Poli+i's 1E0plo'rs P+4' o In+'nti,'s


(-F)



App'ndi/&!<

Mint'nn+' nd Monitorin4 R'@%ir'0'nts


(-0)



TEC$NICA# PROPOSA#

APPENDICES TO CONCESSION CONTRACT

(.1)



App'ndi/&!;

Pro'+t Con+'pt%l D'si4n D'si4n Crit'ri T'+-ni+lD'tils nd I0pl'0'nttion S+-'d%l'

To #e coleted #y the 9idder-

(.!)



+ppendix1F

M't-od o P'ror0in4 t-' Wor


(.%)



App'ndi/&!7

Constr%+tion C0ps nd $o%sin4 F+iliti's


(.)



App'ndi/&"!

#ist o Propos'd Contr+tors1S%+ontr+tors


(.>)



App'ndi/&""

Or4niHtion C-rt or t-' S%p'r,isor St #o%r


(.-)



App'ndi/&"

Op'rtion nd Toll1B'n'it1F'' Coll'+tion


(..)



App'ndi/&"8

peration and #aintenance #ethodsTo #e coleted #y the 9idder-

(./)



+ppendix!>

8unding@8inancial +rrangementsTo #e coleted #y the 9idder-

(.F)



App'ndi/&"6

$ntegrity PactTo #e filled and signed #y the 9idder-

DEC#ARATION OF FEES COMMISSION AND BROKERAGE ETC.

PA:AB#E B: T$E SUPP#IERS OF GOODS SER9ICES WORKS INCONTRACTS WORT$ RS. "!.!! MI##ION OR MORE

Contract =o"OOOOOOOOOOOOOOOO 2ated OOOOOOOOOOOOOOOOOO Contract Ialue: OOOOOOOOOOOOOOOO Contract 4itle: OOOOOOOOOOOOOOOOO

TTTTTTTTTTTTT S=ame of &upplierR hereby declares that it has not obtained or induced the procurement of any contract5 right5 interest5 privilege or other obligation or benefitfrom ?overnment of Pakistan (?oP) or any administrative subdivision or agency thereof or anyother entity owned or controlled by ?oP through any corrupt business practice"

9ithout limiting the generality of the foregoing5 Sname of &upplierR represents and warrants that ithas fully declared the brokerage5 commission5 fees etc" paid or payable to anyone and not given or agreed to give and shall not give or agree to give to anyone within or outside Pakistan either directly or indirectly through any natural or ,uridical person5 including its affiliate5 agent5associate5 broker5 consultant5 director5 promoter5 shareholder5 sponsor or subsidiary5 anycommission5 gratification5 bribe5 finders fee or kickback5 whether described as consultation fee or otherwise5 with the ob,ect of obtaining or inducing the procurement of a contract5 right5 interest5

privilege or other obligation or benefit in whatsoever form from ?oP5 except that which has beenexpressly declared pursuant hereto"

Sname of &upplierR certifies that it has made and will make full disclosure of all agreements and

arrangements with all persons in respect of or related to the transaction with ?oP and has not takenany action or will not take any action to circumvent the above declaration5 representation or warranty"

Sname of &upplierR accepts full responsibility and strict liability for making any false declaration5not making full disclosure5 misrepresenting facts or taking any action likely to defeat the purposeof this declaration5 representation and warranty" $t agrees that any contract5 right5 interest5 privilegeor other obligation or benefit obtained or procured as aforesaid shall5 without pre,udice to anyother rights and remedies available to ?oP under any law5 contract or other instrument5 be voidableat the option of ?oP"

=otwithstanding any rights and remedies exercised by ?oP in this regard5 Sname of &upplierR

agrees to indemnify ?oP for any loss or damage incurred by it on account of its corrupt business practices and further pay compensation to ?oP in an amount e*uivalent to ten time the sum of anycommission5 gratification5 bribe5 finders fee or kickback given by Sname of &upplierR as aforesaidfor the purpose of obtaining or inducing the procurement of any contract5 right5 interest5 privilegeor other obligation or benefit in whatsoever form from ?oP"

=ame of 7uyer: TTTTTT =ame of &eller@&upplier: TTTT&ignature: TTTTTTTT &ignature: TTTTTTTTTT

S&ealR S&ealR

(.0)



FORMS

(/1)



For0&!"()

#'tt'r o T'+-ni+l Proposl

7id eference =o: OOOOOOOOOOOOOOOOOOOOOOOOOOOO should #e sae as entioned on 'otice for E;ression of "nterest-

=ame of Pro,ect@$nfrastructure@8acility: OOOOOOOOOOOOOOOOOOOOOOOOOO ention nae of the !ro.ect="nfrastructure=7acility-

4o: OOOOOOOOOOOOOOOOOOOOOOO 9idder to insert nae and address of the Eloyer-

OOOOOOOOOOOOOOOOOOOOOOO


?entleman5

!" 3aving examined the 7idding 2ocuments including $nstructions to 7idders5 7idding 2ata5Conditions of Contract5 general design criteria5 operation@maintenance re*uirements and+ddenda =os" OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO (if any) for designing5 executionand operation@maintenance of the abovenamed 9orks5 we5 the undersigned5 offer our 4echnical Proposal to design5 execute5 complete and operate@maintain such 9orks inconformity with the Conditions of Contract5 general design criteria5 operation@maintenancere*uirements and +ddenda (if any)"

%" 9e understand that all the +nnexures@+ppendices attached hereto form part of this8inancial Proposal"

" +s security for due performance of the undertakings and obligations of this 7id5 we submitherewith a 7id &ecurity in the amount of upees OOOOOOOOOOOOOOOO (s" OOOOOOOOOOOOOOOOOOOOOO) drawn in your favour or made payable to you and validfor a period of OOOOOOOOOOOdays beginning from the date 7ids are opened"

>" 9e agree to abide by this 7id for the period of OOOOOO days from the date fixed for receiving the same and it shall remain binding upon us and may be accepted at any time

before the expiration of that period or any extended period as per 7idding 2ocuments"

-" ;nless and until a formal +greement is prepared and executed5 this 7id5 together with your written acceptance thereof5 shall constitute a binding contract between us"

." ;nless and until a formal +greement is prepared and executed5 this 7id5 together with your written acceptance thereof5 shall constitute a binding contract between us"

/" 9e do hereby declare that the 4echnical Proposal is made without any collusion5comparison of figures or arrangement with any other bidder for the 9orks"

F" 9e understand that you are not bound to accept the 4echnical Proposals you may receive"

2ated this OOOOOOOOOOOday ofOOOOOOOOOOOOOOOO%1OOOOOO

(/!)



&ignature: OOOOOOOOOOOOOOOOOOOOOOOO

in the capacity of OOOOOOOduly authorized to sign 7ids for and on behalf of

OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO (=ame of 7idder in 7lock Capitals)

(&eal)

+ddress: OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO

9itness:

&ignature: OOOOOOOOOOOOOOOOOOOOOOOOOOOOO =ame: OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO

+ddress" OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO

OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO ccupationOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO

(/%)



8orm1!(b)

#'tt'r o Finn+il Proposl

7id eference =o: OOOOOOOOOOOOOOOOOOOOOOOOOOOO should #e sae as entioned on 'otice for E;ression of "nterest-

=ame of Pro,ect@$nfrastructure@8acility: OOOOOOOOOOOOOOOOOOOOOOOOOO ention nae of the !ro.ect="nfrastructure=7acility-

4o: OOOOOOOOOOOOOOOOOOOOOOO



?entleman5

!" 3aving examined the 7idding 2ocuments including $nstructions to 7idders5 7idding 2ata5Conditions of Contract5 general design criteria5 operation@maintenance re*uirements5 our 4echnical Proposal and +ddenda =os" OOOOOOOOOOOOOOOOOOOOOOOOOOOO(if any) for designing5 execution and operation@maintenance of the abovenamed 9orks5 we5 theundersigned5 offer our 8inancial Proposal to design5 execute5 complete andoperate@maintain such 9orks in conformity with the Conditions of Contract5 generaldesign criteria5 operation@maintenance re*uirements5 our 4echnical proposal and +ddenda

(if any)5 for the sum of s" OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO (upees OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO) or such other sum as may be ascertained in accordance with the said conditions"

%" 9e understand that all the +nnrxures@+ppendices attached hereto form part of this 7id"

" +s security for due performance of the undertakings and obligations of this 7id5 we submitherewith a 7id &ecurity in the amount of upees OOOOOOOOOOOOOOOO (s" OOOOOOOOOOOOOOOOOOOOOO) drawn in your favour or made payable to you and validfor a period of OOOOOOOOOOOdays beginning from the date 7ids are opened"

>" 9e undertake5 if our 7id is accepted5 to commence the 9orks and to complete the whole

of the 9orks comprised in the Contract within the time stated in +ppendix+ to 7id"

-" 9e agree to abide by this 7id for the period of OOOOOO days from the date fixed forreceiving the same and it shall remain binding upon us and may be accepted at any time

before the expiration of that period"

." ;nless and until a formal +greement is prepared and executed5 this 7id5 together withyour written acceptance thereof5 shall constitute a binding contract between us"

/" 9e do hereby declare that the 8inancial Proposal is made without any collusion5comparison of figures or arrangement with any other bidder for the 9orks"

(/)



F" 9e understand that you are not bound to accept the lowest or any 8inancial Proposal youmay receive"

2ated this OOOOOOOOOOOday ofOOOOOOOOOOOOOOOO%1OOOOOO

&ignature: OOOOOOOOOOOOOOOOOOOOOOOO

in the capacity of OOOOOOOduly authorized to sign 7ids for and on behalf of

OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO (=ame of 7idder in 7lock Capitals)

(&eal)

+ddress: OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO

9itness:

&ignature: OOOOOOOOOOOOOOOOOOOOOOOOOOOOO =ame: OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO

+ddress" OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO

ccupationOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO

(/>)



8orm1%

CONCESSION AGREEMENT

43$& +?EE#E=4 (hereinafter called the JConcession +greementK) is made this """"""" day of

insert onth and year)- between insert the nae and address of Eloyer- (hereinafter called

the JEmployerK) which expression shall include its successors in interest and assigns) and insert thenae of Coany - a company incorporated in insert Coany year of incororation - and having

its registered office at insert the address of Coany - (hereinafter referred to as Jthe CompanyK)"

W$EREAS=

(a) 4he Employer is desirous of privatizing the design5 financing5 construction5 commissioning5management5 operation and maintenance of the insert nae of the !ro.ect- (hereinafter called theJPro,ectK)M

(b) 4he Company has submitted a proposal to the Employer to design5 finance5 construct5 commission5manage5 operate and maintain the Pro,ectM and

(c) 4he Employer has agreed to award the Concession to the Company on terms and conditions appearingin this +greement"

=9 this +greement witnesseth as follows:

!" $n this +greement words and expressions shall have the same meanings as are respectivelyassigned to them in the Conditions of Contract hereinafter referred to"

%" 4he following documents after incorporating addenda5 if any5 except those parts relatingto $nstructions to 7idders shall be deemed to form and be read and construed as part of this +greement5 viz:

!" 4he Concession +greement (if completed)M%" 4he <etter of $ntent (<o$)M" &ummary of the 8inancial ProposalM>" 8inal &ummary of the Pro,ectM-" Employers #anual of ules and egulationsM." 4he Particular Conditions of Contract D Part $$M/" 4he ?eneral Conditions of Contract D Part $MF" 4he completed +ppendices to 7id (! to !-) and the 8orms0" 4he 2rawingsM!1" 4he &pecifications (&pecial Provisions and 4echnical Provisions)M and!!" +ny other document

$= 9$4=E&& whereof the Parties5 acting through their duly authorized representatives5 have caused this+greement in duplicate to be signed in their respective names in insert City nae-5 Pakistan5 on the datewritten opposite each Partys nameM

Si4nt%r' o t-' Co0pn Si4nt%r' o E0plo'r OOOOOOOOOOOOOOOOOOOOOO OOOOOOOOOOOOOOOOOOOOO

(/-)



(&eal) (&eal)

&igned5 &ealed and 2elivered in the presence of:

9itness: 9itness:

(=ame5 4itle and +ddress) (=ame5 4itle and +ddress)

2ate: 2ate:

(/.)



8orm 1

BID SECURIT:(Bn G%rnt'')

&ecurity Executed on OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO $ate-

Ialid upto OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO $ate-

=ame of &urety (7ank) with +ddress: OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO Scheduled 9an1 in !a1istan-

=ame and +ddress of Principal (7idder) OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO

Penal &um of &ecurity upees :::::::::::::::: (s" :::::::::::::: )

Aount in /ords- Aount in figures-

7id eference =o" OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOshould #e sae as entioned on 'otice for E;ression of "nterest-

'=9 +<< #E= 7U 43E&E PE&E=4&5 that in pursuance of the terms of the 7id and at there*uest of the said Principal (7idder) we5 the &urety above named5 are held and firmly bound untoention nae and address of the Eloyer- (hereinafter called the VEmployerV) in the sum statedabove for the payment of which sum well and truly to be made5 we bind ourselves5 our heirs5executors5 administrators and successors5 ,ointly and severally5 firmly by these presents"

43E C=2$4$= 8 43$& 7<$?+4$= $& &;C35 that whereas the 7idder has submittedthe accompanying 7id dated OOOOOO for 7id eference =o" OOOOOOO forOOOOOOOOOOOOOOOOOOOention !articulars of 9id- to the said EmployerM and

93EE+&5 the Employer has re*uired as a condition for considering said 7id that the 7idder furnishes a 7id &ecurity in the above said sum from a &cheduled 7ank in Pakistan or from aforeign bank duly counterguaranteed by a &cheduled 7ank in Pakistan5 to the Employer5conditioned as under:

(!) that the 7id &ecurity shall remain in force up to and including the date %F days after thedeadline for validity of bids as stated in the $nstructions to 7idders or as it may be

extended by the Employer5 notice of which extension(s) to the &urety is hereby waivedM

(%) that the 7id &ecurity of unsuccessful 7idders will be returned by the Employer after expiryof its validity or upon signing of the Contract +greement by the successful 7idder and

providing the Performance &ecurityM and

() that in the event of failure of the successful 7idder to execute the proposed Contract+greement for such work and furnish the re*uired Performance &ecurity5 the entire saidsum be paid immediately to the said Employer pursuant to Clause %1". of the $nstructionto 7idders for the successful 7idderVs failure to perform"

(>) that in the event of a 7idder withdraws its bid during the period of bid validity5 the entire

said sum be paid immediately to the said Employer pursuant to Clause %1". of the$nstruction to 7idders"

(//)



=9 43EE8E5 if the successful 7idder shall5 within the period specified therefore5 on the prescribed form presented to him for signature enter into a formal Contract with the saidEmployer in accordance with his 7id as accepted and furnish within insert eriod for furnishing the !erforance Security- days of being re*uested to do so5 a Performance &ecurity with goodand sufficient surety5 as may be re*uired5 upon the form prescribed by the said Employer for thefaithful performance and proper fulfilment of the said Contract or in the event of nonwithdrawalof the said 7id within the time specified for its validity then this obligation shall be void and of no

effect5 but otherwise to remain in full force and effect"

PI$2E2 43+4 the &urety shall forthwith pay the Employer the said sum upon first writtendemand of the Employer (without cavil or argument) and without re*uiring the Employer to

prove or to show grounds or reasons for such demand5 notice of which shall be sent by theEmployer by registered post duly addressed to the &urety at its address given above"

PI$2E2 +<& 43+4 the Employer shall be the sole and final ,udge for deciding whether thePrincipal (7idder) has duly performed his obligations to sign the Contract +greement and tofurnish the re*uisite Performance &ecurity within the time stated above5 or has defaulted infulfilling said re*uirements and the &urety shall pay without ob,ection the said sum upon demand

from the Employer forthwith and without any reference to the Principal (7idder) or any other person"

$= 9$4=E&& 93EE85 the above bounden &urety has executed the instrument under its sealon the date indicated above5 the name and seal of the &urety being hereto affixed and these

presents duly signed by its undersigned representative pursuant to authority of its governing body"

&;E4U (7ank)

9$4=E&&: &ignature

!" =ame

4itle

Corporate &ecretary (&eal) Corporate ?uarantor (&eal)

%"

OOOOOOOOOOOOOOOOOOOOOOOOOO

=ame5 4itle +ddress

(/F)



For0&!?

P'ror0n+' S'+%rit or Constr%+tion P-s'(Bn G%rnt'')

?uarantee =o" OOOOOOOOOOOOOOOOOO Executed on OOOOOOOOOOOOOOOOOOOO Expiry date OOOOOOOOOOOOOOOOOOOOO

S<etter by the ?uarantor to the EmployerR

=ame of ?uarantor (7ank) with address:OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO Scheduled 9an1 in !a1istan-

=ame of Principal (Company) with address: OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO

Penal &um of &ecurity to #e e;ress in /ords and figures- OOOOOOOOOOOOOOOOOOOOOOOOOOOO

<etter of +cceptance =o" OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO2ated OOOOOOOOOOOOOO

'=9 +<< #E= 7U 43E&E PE&E=4&5 that in pursuance of the terms of the 7idding2ocuments and above said <etter of +cceptance (hereinafter called the 2ocuments) and at there*uest of the said Principal we5 the ?uarantor above named5 are held and firmly bound unto the

OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO (hereinafter called the Employer)in the penal sum of the amount stated above for the payment of which sum well and truly to bemade to the said Employer5 we bind ourselves5 our heirs5 executors5 administrators andsuccessors5 ,ointly and severally5 firmly by these presents"

43E C=2$4$= 8 43$& 7<$?+4$= $& &;C35 that whereas the Principal has acceptedthe EmployerVs above said <etter of +cceptance for nae and nu#er of the Contract- for thenae of the !ro.ect-"

=9 43EE8E5 if the Principal (Company) shall well and truly perform and fulfill all theundertakings5 covenants5 terms and conditions of the said 2ocuments during the original terms of the said 2ocuments and any extensions thereof that may be granted by the Employer5 with or without notice to the ?uarantor5 which notice is5 hereby5 waived and shall also well and truly

perform and fulfill all the undertakings5 covenants terms and conditions of the Contract and of anyand all modifications of said 2ocuments that may hereafter be made5 notice of whichmodifications to the ?uarantor being hereby waived5 then5 this obligation to be voidM otherwise toremain in full force and virtue till all re*uirements of relevant Clauses of Conditions of Contractare fulfilled"

ur total liability under this ?uarantee is limited to the sum stated above and it is a condition of any liability attaching to us under this ?uarantee that the claim for payment in writing shall bereceived by us within the validity period of this ?uarantee5 failing which we shall be discharged of our liability5 if any5 under this ?uarantee"

9e5 OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO (the ?uarantor)5 waiving all ob,ections anddefenses under the Contract5 do hereby irrevocably and independently guarantee to pay to the

(/0)



Employer without delay upon the Employers first written demand without cavil or arguments andwithout re*uiring the Employer to prove or to show grounds or reasons for such demand any sumor sums up to the amount stated above5 against the Employers written declaration that thePrincipal has refused or failed to perform the obligations under the Contract which payment will

be effected by the ?uarantor to Employers designated 7ank +ccount =umber"

PI$2E2 +<& 43+4 the Employer shall be the sole and final ,udge for deciding whether thePrincipal (Company) has duly performed his obligations under the Contract or has defaulted infulfilling said obligations and the ?uarantor shall pay without ob,ection any sum or sums up to theamount stated above upon first written demand from the Employer forthwith and without anyreference to the Principal or any other person"

$= 9$4=E&& 93EE85 the abovebounden ?uarantor has executed this $nstrument under itsseal on the date indicated above5 the name and corporate seal of the ?uarantor being heretoaffixed and these presents duly signed by its undersigned representative5 pursuant to authority of its governing body"

OOOOOOOOOOOOOOO

?uarantor (7ank)9itness:!" OOOOOOOOOOOOOOOOOOOOOOO &ignature OOOOOOOOOOOOOOO

OOOOOOOOOOOOOOOOOOOOOOO =ame OOOOOOOOOOOOOOOOOO Corporate &ecretary (&eal)

4itle OOOOOOOOOOOOOOOOOOO

" OOOOOOOOOOOOOOOOOOOOOOO

OOOOOOOOOOOOOOOOOOOOOOO OOOOOOOOOOOOOOOOOOOOOOO =ame5 4itle +ddress Corporate ?uarantor (&eal)

(F1)



8orm1-

P'ror0n+' S'+%rit or Op'rtion P-s'

!erforance Security 7or for Construction !hase ay #e used /ith necessary odificationsin resect of validity of !erforance Security for Oeration !hase-

(F!)



For0&!<

P'ror0n+' S'+%rit or Trns'r o t-' Pro'+t

!erforance Security 7or for Construction !hase ay #e used /ith necessaryodifications in resect of validity of !erforance Security for Transfer of the !ro.ect-

(F%)



PART&I

GENERA# CONDITIONSOF

CONCESSION CONTRACT

(F)



PART I & GENERA# CONDITIONS OF CONCESSIONCONTRACT

TAB#E OF CONTENTS

DESCRIPTION PAGENO.

" D'initions................................................................><

Con+'ssion................................................................ 7

%"! ?rant f Concession""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""0%

%"% Concession Period""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""0

%" +pplication"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""0

8 Mn4'0'nt nd S%p'r,ision...........................................78

"! 4he Employer"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""0

"% Employer #anual f ules +nd egulations"""""""""""""""""""""""""""""""""0>

" Employer epresentative""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""0>

"> Pro,ect #anager"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""0>

"- Pro,ect Engineer"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""0-

". perations +nd #aintenance #anager""""""""""""""""""""""""""""""""""""""""""0-

? Co0pn R'pr's'nttions nd Co,'nnts.............................76

>"! Company epresentations""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""0-

>"% Company Covenants"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""0.

6 E0plo'r R'pr's'nttions nd Co,'nnts.............................7>

-"! Employer epresentations""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""0F

-"% Employer Covenants""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""0F

-" Employer $nspection"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!11

< #i+'n+'s nd Cons'nts.................................................. "!!

."! +pplications 4o 7e #ade 7y 4he Company""""""""""""""""""""""""""""""""!11

."% &upport f Employer"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!11

." Employer +pprovals"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!11

; Tr't0'nt o On4oin4 Contr+ts......................................"!"

/"! +ssignment f +greements""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!1!

/"% 4ransfer f <iabilities +nd bligations""""""""""""""""""""""""""""""""""""""""!1!

> T-' E0plo'r A%ditor nd Co0pn A%ditor........................"!"

F"! +ppointment"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!1!

F"% Hoint Certificate""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!1!

F" &ettlement 7y Expert r +rbitrator"""""""""""""""""""""""""""""""""""""""""""""!1%

(F>)



F"> 2ispute $n Payment""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!1%

F"- 2elivery f Certificate"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!1%

F". 4ime Periods"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!1%

7 #nd ...................................................................."!

0"! ?rant f ight +nd <icence"""""""""""""""""""""""""""""""""""""""""""""""""""""""""!1%

0"% Cost +nd Expenses"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!1

0" 2elays $n btaining <and ights""""""""""""""""""""""""""""""""""""""""""""""""""!1

0"> <imit f ights"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!1

"! P%li+ Utiliti's nd T-ird Prt A++'ss................................"!8

!1"! <imit f Employer bligation""""""""""""""""""""""""""""""""""""""""""""""""""""""!1

!1"% 2iversion f Existing 8acilities""""""""""""""""""""""""""""""""""""""""""""""""""""!1>

!1" +pplication 8or &upply""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!1>!1"> Coordination f 9orks""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!1>

!1"- +greement e*uired 8or 9orks 7y Public ;tilities"""""""""""""""""""""!1>

!1". +ccess 4o Concession +rea 8or Public ;tilities"""""""""""""""""""""""""""!1>

!1"/ +ccess oad Connection 7y 4hird Party"""""""""""""""""""""""""""""""""""""!1-

"" D'si4n nd Constr%+tion..............................................."!6

!!"! utline 2esign""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!1-

!!"% 2esign Proposal +nd 2etailed 2esign""""""""""""""""""""""""""""""""""""""""""!1-

!!" +pproval"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!1.

!!"> Changes""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!1.

!!"- Lualified Engineers""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!1.

!!". Commencement f 9orks +nd Construction &chedule"""""""""""""""!1.

!!"/ Completion f Construction f 4he 9orks"""""""""""""""""""""""""""""""""!1.

!!"F Compensation"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!1/

!!"0 Hoint Certificate""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!1/

!!"!1 Penalties"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!1/

!!"!! =on$nterference 4o 4he Public +nd oad ;sers""""""""""""""""""""""""!1F

!!"!% &afety""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!1F

!!"! ther 9orks"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!1F

" Op'rtions............................................................... "!>

!%"! Commencement f perations""""""""""""""""""""""""""""""""""""""""""""""""""""!1F

!%"% egulation""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!1F

!%" perating Practice""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!10

!%"> &ervices +nd +ids"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!10"8 Tolls1F'ss1B'n'its....................................................... ""!

(F-)



!"! evenue Collection 7y 4he Company""""""""""""""""""""""""""""""""""""""""""!!1

!"% evenue Collection Policy""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!!1

!" 4ax Collection""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!!1

!"> =o ?uarantee of evenue r <oans""""""""""""""""""""""""""""""""""""""""""""!!1

"? An+illr F+iliti's......................................................""!

!>"! Provision +nd peration""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!!1

!>"% eceipts""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!!!

"6 Mint'nn+'............................................................. """

!-"! <imit f #aintenance """"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!!!

!-"% #aintenance Programme """""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!!!

!-" ehabilitation Escrow +ccount """""""""""""""""""""""""""""""""""""""""""""""""""!!!

!-"> 8ailure 4o #aintain """"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!!!"< Ind'0niti's (Co0p'nstion or D04's)............................""

!."! 9aiver f $ndemnity""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!!%

!."% $ndemnity""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!!%

!." 8ines +nd Penalties"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!!%

!."> =otice f <oss"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!!

"; Ins%rn+'................................................................""8

!/"! $nsurance Coverage""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!!

!/"% +mount f $nsurance"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!!

!/" $nsurance f 4he 9orks 2uring 4he Construction Phase"""""""""""!!

!/"> $nsurance 2uring 4he perations Phase""""""""""""""""""""""""""""""""""""""!!

!/"- Hoint =ames""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!!>

!/". Copies"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!!>

!/"/ Premiums""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!!>

!/"F 2estruction"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!!>

"> C%sto0s D%ti's nd I0port Controls..................................""?

!F"! Customs 2uties +nd 4axes"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!!>

!F"% eExport"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!!>

!F" Export +nd e$mport"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!!-

"7 For'i4n E/+-n4' nd Trns'r o F%nds.............................""6

!0"! 8oreign Exchange egulation"""""""""""""""""""""""""""""""""""""""""""""""""""""""!!-

!0"% ;se f Pakistan 7ank +ccountM Exceptions"""""""""""""""""""""""""""""""""!!-

!0" Consent 4o 8oreign Currency +ccounts"""""""""""""""""""""""""""""""""""""""!!-

!0"> 8ree 4ransfer f =ecessary 8unds""""""""""""""""""""""""""""""""""""""""""""""""!!-!0"- Exchange isk $nsurance""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!!.

(F.)



! Assi4n0'nt S%+ontr+tin4 nd S%stit%tion........................""<

%1"! +ssignment"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!!.

%1"% &ubcontracting""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!!.

%1" &ubstitution""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!!.

" Pro,isions R'ltin4 to #'nd'rs nd In,'stors.........................""<

%!"! &ecurity Package""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!!.

%!"% En,oyment f ights""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!!/

%!" +c*uisition f &hares r +ssets""""""""""""""""""""""""""""""""""""""""""""""""""!!/

%!"> estriction f 4ransfer f &hares""""""""""""""""""""""""""""""""""""""""""""""""!!/

%!"- Consultation n #odification 4o 4his +greement"""""""""""""""""""""""!!F

Finn+'................................................................... "">

%%"! Company 4o btain 8inance""""""""""""""""""""""""""""""""""""""""""""""""""""""""!!F%%"% 8inancial ecords +nd &tatements"""""""""""""""""""""""""""""""""""""""""""""""!!F

%%" &haring f =et eturn f Pro,ect""""""""""""""""""""""""""""""""""""""""""""""""!!F

8 T/'s nd Fis+l Con+'ssions........................................... ""7

%"! 4axes +nd 2uties""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!!0

%"% 4axation f <enders"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!!0

%" 4axation f 8oreign $nvestors""""""""""""""""""""""""""""""""""""""""""""""""""""""!!0

? For+' M'%r'........................................................... ""7

%>"! ?eneral"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!!0

%>"% =otification f 8orce #a,eure"""""""""""""""""""""""""""""""""""""""""""""""""""""!%1

%>" 4ermination 7y 8orce #a,eure"""""""""""""""""""""""""""""""""""""""""""""""""""""!%1

6 E/pir E/t'nsion R'pl+'0'nt nd T'r0intion...................."!

%-"! Expiry 2ate""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!%1

%-"% Extension f Concession Period """""""""""""""""""""""""""""""""""""""""""""""""!%1

%-" eplacement f Concession +greement """""""""""""""""""""""""""""""""""""!%1

%-"> 4ermination n 2efault f 4he Company """"""""""""""""""""""""""""""""""!%!

%-"- 4ermination n 2efault f 4he Ea """""""""""""""""""""""""""""""""""""""""""""!%!

%-". Expropriation r =ationalization """"""""""""""""""""""""""""""""""""""""""""""""!%%

(F/)



< Trns'r Upon E/pir..................................................."

%."! &cope f 4ransfer""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!%%

%."% 4ransfer Procedure"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!%%

%." everting f +ssets""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!%

; Trns'r Upon Erl T'r0intion....................................."8

%/"! Payments 4o <enders"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!%

%/"% Payments 4o 4he Company""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!%>

%/" bligations f 4he Company"""""""""""""""""""""""""""""""""""""""""""""""""""""""!%>

%/"> 4ransfer Procedure"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!%-

%/"- everting f +ssets""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!%-

> Pro,isions Appli+l' to Trns'rs G'n'rll........................."6

%F"! <enders &ecurity ;naffected 7y 4ransfer""""""""""""""""""""""""""""""""""""!%-%F"% 4ransfer Costs +nd Expenses"""""""""""""""""""""""""""""""""""""""""""""""""""""""!%-

%F" &pecial $ndemnification""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!%-

7 R'sol%tion o Disp%t's.................................................. "<

%0"! +micable &ettlement"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!%.

%0"% Expert 2etermination"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!%.

%0" +rbitration +nd ?overning <aw """"""""""""""""""""""""""""""""""""""""""""""""""!%.

8! S'+%riti's................................................................";

1"! Performance &ecurity for Construction Phase""""""""""""""""""""""""""""""!%/

1"% Performance &ecurity for perations Phase"""""""""""""""""""""""""""""""""!%F

1" Performance &ecurity for 4ransfer of the Pro,ect"""""""""""""""""""""""""!%F

1"> 8urther Procurement f Performance securities """""""""""""""""""""""""!%F

1"- +ssignment of securities """"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!%F

8" Pro,ision o Do+%0'nts................................................."7

!"! 2ocuments 4o 7e &ubmitted 4o 4he Employer"""""""""""""""""""""""""""!%0

!"% Copy 2rawings"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!%0

8 Noti+'s................................................................... "7

88 Mis+'lln'o%s Pro,isions..............................................."8!

"! Iariations $n 9riting""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!1

"% 9aivers"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!1

" +pplicable <aw"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!1

"> <anguage""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!!

"- Confidentiality""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""!!

". 7ribery and Collusion @ $ntegrity part"""""""""""""""""""""""""""""""""""""""""""!!

(FF)



" D'initions

!"! ;nder these ?eneral Conditions of Contract for Concession +greement thefollowing words and expressions shall have the meanings ascribed to them belowexcept where the context otherwise re*uires:

A4r''0'nt the Concession +greementM

An+illr F+iliti's those facilities listed in +ppendix to 7id and any other

commercial facilities which the Company shall erect or

carry out upon the Concession +reaM

A,ililit Dt'the date5 occurring not later than construction completion

period (in months) after the Effective 2ate5 in respect of anycompleted section of construction works or in respect of theentire Pro,ect5 when the facility is available for use5 asdetermined in accordance with Clause !!"/M

Bs' :'r R','n%' the evenue rate in upees in the year as stated in the Particular

Conditions of Concession +greement (for each vehicle category or

other units as the case may be)5 to be used as the basis for

determining future year evenue5 all as further specified in +ppendix

to 7idM

B%ildin4 #in' the line notified by the Employer between which and the 9

according to the Employer #anual it shall not be lawful to carry out

any form of construction or excavation without consent in writing of

the EmployerM

C'rtii+t' o Co0pl'tion the sectional certificate or final certificate issued by the Employer in

accordance with Clause !!"/M

C-n4' in #* (a) the adoption5 promulgation5 modification or reinterpretation after

the date of this +greement by any Public &ector Entity of any <aw of

Pakistan5 or (b) the imposition by a Public &ector Entity of any

material condition in connection with the issuance5 renewal5

extension5 replacement or modification of any Consent after the date

of Concession +greement5 that in either case establishes re*uirements

for the construction5 operation or maintenance of the Pro,ect that arematerially more restrictive than the most restrictive re*uirements (i) in

effect as of the date of Concession +greement5 (ii) specified in any

applications5 or other documents filed in connection with such

applications5 for any Consent filed by the Company on or before the

Construction Completion 2ate5 or (iii) agreed to by the Company in

any agreement in the &ecurity PackageM

Co00ission'd grammatical variations5 means the commissioning of the Pro,ect in

accordance with the procedures as are approved by the Employer

from time to timeM

Co0pn a public limited Company incorporated and having its registered

(F0)



office and its successors and permitted assignsM

Co0pn A%ditor the certified public accountant(s) appointed by the Company pursuant

to Clause FM

Con+'ssion :'r each period of one calendar year ending on the anniversary of the

Effective 2ate5 throughout the Concession PeriodM

Con+'ssion P'riod the period specified in Clause %"% during which the Company holds

the ConcessionM

Con+'ssion Ar' the area as specified in +ppendix to 7id5 as well as all other land

re*uired by the Company obtained for the Company by the Employer

for the purpose of the ConcessionM

Con+'ssion the concession granted to the Company by the Employer under

Clause % of Concession +greementM

Cons'nts all such approvals5 consents5 authorisations5 notifications5concessions5 acknowledgements5 agreements5 licences5 permits5

decisions or similar item re*uired to be obtained from any elevant

+uthority for the ConcessionM

Constr%+tion Co0pl'tion

Dt'

the date occurring not later than construction completion period (in

months) after the Effective 2ate as evidenced by the issuance of the

Certificate of CompletionM

Constr%+tion Contr+tor Contractor appointed by the company for construction and any

successor thereto appointed by the Company and approved pursuant

to these ConditionsM

Constr%+tion P-s' the period commencing on the Effective 2ate and ending on the final

Construction Completion 2ateM

Constr%+tion Pro+%r'0'nt

nd Er'+tion Contr+ts

the approved agreements to be entered into between the Company and

the Construction Contractor for the design5 engineering5 construction5

supply and erection of works and e*uipment5 completion and testing

of the Pro,ectM

Contin%in4 Contr+ts contracts@agreements signed by the Company with business5 trade5

employees and labour which included periods after the Expiry dateM

Contr+tors the Construction Contractor and # Contractor and any of their

direct subcontractors integrally involved in the construction5

operation and maintenance of the Pro,ectM

C%sto0s D%ti's customs duty levied under the Customs +ct5 !0.05 as amended from

time to timeM

D'si4n the utline 2esign and 2etailed 2esignM

D'til'd D'si4n the technical specifications5 construction drawings and other

(01)



information relevant to the design of the 9orks5 as provided in the

+ppendix to 7id M

E'+ti,' Dt' being the date of execution of the Concession +greementM

E0plo'r A%ditor the person or persons appointed by the Employer pursuant to Clause

FM

E0plo'r Mn%l the current version of the QEmployer #anual of ules and

egulations for #anagement and Control of the Employer &ystem5

as =otified in the fficial ?azette of Pakistan5 or as supplied to the

Company on date as mentioned in the Concession +greementM

E0plo'r R'pr's'ntti,' the person appointed by the Employer pursuant to Clause "M

E/+-n4' Ris Ins%rn+' the insurance to be effected with the =ational 7ank of Pakistan

(=7P) or any other bank as approved by the Employer in respect of

the insurance of exchange risks for foreign loans to be obtained by theCompanyM

E/pir Dt' the last day of the Concession Period or any extension thereof

pursuant to this +greementM

Finn+il Clos' the signing of the 8inancial +greements for the Pro,ect (following

resolution with the Employer of any ob,ections of the Employer to the

terms and conditions of the 8inancing +greements)5 the fulfilment of

all conditions precedent to the first disbursement of funds there under

(except for this +greement having become unconditional and fully

effective5 if that is a condition precedent thereto) and the receipt of

commitments for such e*uity as is re*uired by the Company in order

to satisfy the re*uirements of the <endersM

Finn+in4 A4r''0'nts the agreement or agreements to be entered into between the Company

and certain local and foreign financial institutions for the purpose of

providing the funds necessary to carry out the Pro,ect5 including any

and all agreements providing for security for such financingM

GH'tt' the fficial ?azette of PakistanM

GoP the ?overnment of the $slamic epublic of PakistanM

Initil Sponsors being those shareholders of the Company on the Effective 2ateM

In,'stors means the shareholders of the Company from time to timeM

K' Dt' a date by which specified works are to be completed or obligations

fulfilled5 pursuant to the penalties defined in Clause !!"!1M

#nd Ri4-ts the rights in5 under and over the Concession +reaM

#*s o Pistn all 8ederal5 Provincial and <ocal laws of Pakistan and all orders5rules5 regulations5 statutory regulatory orders (&s)5 executive

(0!)



orders5 decrees5 policies5 ,udicial decisions5 notifications or other

similar directives made pursuant thereto issued by any competent

executive or administrative5 legislative or ,udicial authority or any one

or more of them and which may be amended from time to timeM

#'nd'rs all persons for the time being providing5 raising or making available5

directly or indirectly5 finance or refinance (and for the avoidance of doubt finance and refinance shall not include amounts subscribed

for e*uity share capital by the shareholders of the Company) for the

performance of the 9orks5 their respective successors in title and

assignsM

#i'n any encumbrance5 lien5 charge5 mortgage5 lease hire charge or security

interest upon or in the Pro,ectM

#oss any loss5 damage5 liability5 payment and obligation (excluding any

indirect or conse*uential loss5 damage5 liability5 payment or

obligation)5 and all expenses (including without limitation reasonable

legal fees)M

M/i0%0 Toll (For Rods) in relation to any Concession Uear5 the maximum toll which can be

charged for a particular class of vehicleM

O M A4r''0'nt the +pproved +greement5 between the Company and the #

Contractor for the operation and maintenance of the Pro,ect5 as

amended or superseded from time to timeM

O M Contr+tor # Contractor and any successor appointed by the Company and

approved by the Employer in accordance with these ConditionsM

O M Mn4'r the operations consultant or team of inhouse professionals

responsible for managing the perations Phase of the 9orks

appointed pursuant to Clause ".M

Op'rtions A%ditors the Employer +uditor and the Company +uditorM

Op'rtions P-s' the period commencing on the +vailability 2ate and ending on the

Expiry 2ateM

Ordinr S-r' Cpitl any shares of the Company and any securities of the Company thatare convertible into such shares at the option of the holderM

O%tlin' D'si4n the characteristics and performance specifications of the 9orks as set

out in +ppendix to 7idM

Pistn means the $slamic epublic of PakistanM

Prt1Prti's either the Employer or the Company or both5 as the case may beM

Pr's+ri'd F'' with respect to any particular Consent5 the charge or fee5 if any5

prescribed by the <aws of PakistanM

(0%)



Pr's+ri'd For0 with respect to a particular Consent5 the form5 if any (including all

information and details) prescribed by the <aws of Pakistan for the

application for5 or renewal of5 such ConsentM

Pro'+t $nfrastructure@8acility works that are covered by the Concession5 and

such e*uipment thereon which is covered by the ConcessionM

Pro'+t En4in''r the +pproved consulting engineers appointed pursuant to Clause "-M

Pro'+t Es+ro* A++o%nt the primary bank account in the name of Company with a bank

or other financial institution into which all amounts received by the

Company in relation to the Concession shall be credited and out of

which all amounts due to the Companys creditors in relation to the

Concession shall be paidM

Pro'+t Mn4'r the company or team of professionals appointed pursuant to Clause

">M

Pro'+t the Pro,ect and +ncillary 8acilitiesM

Pr%d'nt Pr+ti+' at any particular time5 the practices5 methods or acts which5 an

experienced tolled Pro,ect operator in light of the facts and in the

exercise of reasonable ,udgement5 would observe in international

practice in designing5 constructing5 operating and maintaining tolled

Pro,ects comparable in capacity5 type and demand of trade to the

Pro,ect to accomplish the desired result at reasonable cost consistent

with reliability5 safety and expedition and all applicable laws and

regulationsM

P%li+ S'+tor Entit ?oP5 any Provincial ?overnment5 or authority5 instrumentality5

corporation5 company5 subdivision5 agency5 court or tribunal of or

established by ?oP or any Provincial ?overnment or any local

authorityM

P%li+ Utilit water supply5 electricity supply5 telecommunication system5 sewerage

system5 petroleum gas supply and other utilities and amenities for the

benefit of the publicM

R'-ilittion Es+ro*A++o%nt

the primary bank account in the name of Company with a bank or other financial institution into which annual sums shall be credited

pursuant to Clause !-"M

R'l',nt A%t-orit the department5 authority or agency from which a Consent is to be

obtained5 and any authority or other person having ,urisdiction under

the <aws of Pakistan with respect to the Company and the financing5

design5 construction5 operation or maintenance of the Pro,ectM

Ri4-t o W (ROW) land ac*uired for the purpose of construction5 operation and

maintenance of the Pro,ectM

S'+%rit P+4' all the following documents:

(0)



a) 4he Concession +greementM

b) ?oP undertakings pursuant to these ConditionsM

c) the Construction5 Procurement and Erection ContractM

d) the Exchange isk $nsuranceM

e) the 8inancing +greementsM

f) the # +greementM

g) the &hareholders +greementM

h) the #emorandum and +rticles of +ssociation of the

CompanyM

i) the policies of insurance specified in Clause !/"

S-r'-old'rs A4r''0'nt the +greement between the $nitial &ponsors containing provisions for

the management of the Company and certain restrictions on the

transfer of rdinary &hare Capital by the $nitial &ponsors inaccordance with the terms of this +greementM

Stndrds the codes and standards to be applied by the Company to design5

construct5 manufacture5 procure5 operate and maintain the Pro,ect as

are more particularly described in +ppendix to 7idM

S%stit%t'd Entit that entity appointed by the <enders to be substituted for the

Company pursuant to Clause %1"M

Tr4't Int'rnl Rt' o

R't%rn

the internal rate of return on e*uity to be achieved5 after which net

returns are shared between the Company and the Employer inaccordance with Clause %%"M

T'r0intion Dt' the date of termination of this Concession +greement pursuant to

early termination as defined in +rticle %-M

Toll Es+ltion R%l's the rules5 as defined in +ppendix to bid5 whereby the #aximum 4olls

to be charged in any year are calculated from the 7ase Uear 4ollM and

Wors the construction5 improvement5 reconstruction etc" of the Pro,ect5 and

the supply and installation of tolling and other e*uipment5 and the

operation and maintenance of the Pro,ect as specified in this+greement"

Con+'ssion

." GRANT OF CONCESSION

%"!"! 4he Employer hereby grants to the Company5 sub,ect to the terms and conditions of the +greement5 the exclusive right and authority:

(a) to design and construct the Pro,ect designated in +ppendix to 7id5

including the modification and@or completion of ongoing works and

(0>)



the design and construction of further works as also designated under these ConditionsM

(b) to supply and install tolling and other e*uipment at toll plazas or other at other facilities5 and to manage5 operate and maintain the sameM

(c) for the Concession Period5 to levy5 demand5 collect and retain tollrevenues in a Pro,ect Escrow +ccount5 the monies in which account to

be assigned in accordance with Clause %% of these ConditionsM(d) sub,ect to all prevailing relevant laws in respect thereof5 to design5

finance5 construct5 manage5 operate and maintain the +ncillary8acilities5 revenues from which accrue to the Pro,ect Escrow +ccountMand

(e) to operate and maintain the Pro,ect"

%"!"% 4he Company has inspected and examined the ight of 9ay5 and all other land5airways5 spaces and areas on which the Pro,ect is to be built and operated and hasfully satisfied itself before signing this +greement as to the nature5 location5 physical

conditions and suitability thereof5 the general and local conditions all applicablethereto5 including but not limited to existing usage of envisaged$nfrastructure@8acility and *uality and *uantities of climatic conditions5 rainfall5water5 electrical power5 utilities (including5 without limitation5 those utilities whichare to be relocated in connection with the implementation and operation of thePro,ect)5 the topographic5 geotechnical and seismic features of the ight of 9ay andthe Concession +rea and all existing utility line surveys and information"

%"!" &ub,ect to and in accordance with the terms and conditions of the +greement5 theCompany hereby accepts the Concession"

%"!"> 4he Concession +greement shall come into full force and effect on the Effective2ate and shall continue in full force and effect unless or until it is terminated

pursuant to the provisions of this +greement or until the Expiry 2ate5 whichever isearlier"

. CONCESSION PERIOD

%"%"! 4he Concession Period shall be a period in number of years5 as stated in theParticular Conditions of Contract5 from the Effective 2ate"

.8 APP#ICATION

%""! 4he +greement constitutes the entire +greement with respect to the sub,ect matter hereof and hereby cancels and supersedes any and all prior oral or writtenagreements5 correspondence or understandings between the parties or the termscontained in the 7idding 2ocuments (if any) submitted in respect of the Pro,ect"3owever5 the terms of the 7idding 2ocuments (if any) may be read to further elucidate or clarify any matter or thing referred to in this +greement5 provided thesame re*uires any such elucidation or clarification"

8 Mn4'0'nt nd S%p'r,ision

(0-)



8." T$E EMP#O:ER

"!"! 4he Employer5 under the direction of the ?oP has the responsibility for coordinatingand managing all $nfrastructure@8acility financing@construction@operation concessionsawarded to the private sector"

8. EMP#O:ER MANUA# OF RU#ES AND REGU#ATIONS

"%"! 4he rules5 regulations5 rights and responsibilities of the Employer as specified in theEmployer #anual shall continue to be in force in respect of the Pro,ect5 except in sofar as they are removed or amended5 explicitly or implicitly5 by this +greement whichin all respects shall take precedence"

"%"% 4he Company shall only en,oy such rights privileges benefits5 fees and tolls of theEmployer as are granted pursuant to these Conditions" 4he Company shall onlyhave such obligations and responsibilities of the Employer with regard to third

parties5 as mentioned in this +greement"

8.8 EMP#O:ER REPRESENTATI9E

""! 4he Employer shall appoint at its own expense a representative the Employer epresentative to act as the contact with the Company5 and shall ensure that such a

person continues to be appointed throughout the Concession Period" 4he Companyshall similarly nominate representatives to liaise with the Employer epresentativeon all matters pursuant to this +greement and to ensure on a daytoday basis theefficient and safe operation of the Pro,ect"

""% 4he functions of the Employer epresentative shall be5 but not limited to:

(a) Protecting the interests of the Employer by ensuring that construction works

are carried out according to standard rules and practice5 that they conform tothe approved design and standards and that the Pro,ect and related facilitiesare maintained in good condition and by reviewing users volume data as

provided for in the Concession +greementM

(b) Ensuring that the Company complies with user safety re*uirementsM

(c) Coordinating and organizing services to be provided by other +genciesincluding Public ;tilities5 emergency services and traffic police5 etc duringthe construction and operation of the Pro,ectM and

(d) Clarifying and resolving5 with the representatives of the Company5 anydifficulties and disputes arising pursuant to the Concession5 and any

complaints by or against third parties"

8.? PRO3ECT MANAGER

">"! 4he Company shall appoint at its own expense a pro,ect management company or ateam of inhouse professionals as Pro,ect #anager to manage the ConstructionPhase of the 9orks" 4he Pro,ect #anager shall for the purposes of suchappointment:

(a) +dvise the Company on design criteria5 detailed design5 terms of construction contracts and contract proceduresM

(0.)



(b) #onitor the 9orks carried out by Construction Contractors to ensure thatthey conform to the relevant specifications and &tandards and to theapproved designM and

(c) Ensure that the design and construction are being carried out within therelevant cost pro,ections and in conformity with the re*uirements of theoperations"

">"% 4he Company shall at all time be responsible for the Concession and all acts of thePro,ect #anager shall constitute acts of the Company5 and the Company shallassume all liabilities and obligations in connection with the carrying out of theconstruction works under the Concession"

8.6 PRO3ECT ENGINEER

"-"! 4he Company shall appoint at its own expense one or more consulting engineeringfirms as Pro,ect Engineer to prepare the detailed design5 to supervise the 9orks on afull time basis and in particular to ensure that the construction of the 9orks is inaccordance with the +greement and with the relevant statutory re*uirements" 4he

Pro,ect Engineer shall certify when construction works have been satisfactorilycompleted and shall issue certificates of payments to the contractors"

8.< OPERATIONS AND MAINTENANCE MANAGER

"."! 4he Company shall appoint at its own expense an operations consultant or a team of inhouse professionals as # #anager to manage the perations Phase of the9orks"

"."% 4he # #anager shall design a cost effective management procedure to ensurethat the Pro,ect is operated and maintained effectively5 and shall monitor the

performance of the # Contractor and compliance with the # +greement"

"." 4he acts of the # #anager shall constitute acts of the Company5 and theCompany shall assume all liabilities and obligations in connection with the operationand maintenance of the Pro,ect"

? Co0pn R'pr's'nttions nd Co,'nnts

?." COMPAN: REPRESENTATIONS

>"!"! 4he Company represents and warrants to the Employer that as of the date of the+greement:

(a) the Company is duly incorporated5 is existing and in good standing and hasall re*uisite power and authority to conduct its business and to own its

propertiesM

(b) there are no proceedings pending5 or to the best of its knowledge5 threatenedfor the li*uidation of the Company or that could materially or adverselyaffect the performance by the Company of its obligations under this+greement and any other documents comprising the &ecurity PackageM

(c) the +greement has been duly authorized5 executed and delivered by it andconstitutes the legal5 valid and binding obligation of itM and

(0/)



(d) as far as it is aware5 the execution5 delivery and performance of itsobligations under these Conditions by the Company5 sub,ect to the grantingand maintenance of the Consents5 does not5 and5 sub,ect to the granting andmaintaining of any further Consents as may be re*uired in the future5 willnot5 constitute a violation of any court5 governmental authority or arbitrator of competent ,urisdiction applicable or relating to it5 its assets or its business"

?. COMPAN: CO9ENANTS

>"%"! 4he Company hereby covenants as follows:

(a) the Company shall prior to the Effective 2ate and throughout theConcession Period maintain a minimum paidup capital as stated in theParticular Conditions of ContractM

(b) 4he Company shall make appropriate provisions in its +rticles of +ssociationto ensure compliance with these ConditionsM

(c) whenever called upon to do so the Company shall disclose to the Employer the complete list of its shareholders and the Company shall ensure that

shares are not transferred to the name of any enemy aliens of Pakistan5 or such aliens designated by the Employer in writing" $n this regard5 if there isany doubt the Company shall seek the prior written consent of the Employer"+ll instructions given by the Employer in this regard shall apply from thedate such instructions were givenM

(d) the Company shall:

(i) at all times5 maintain its corporate existence in compliance with the<aws of PakistanM

(ii) at all times hereunder comply with all <aws of Pakistan applicable tothe CompanyM

(iii)procure and maintain all Consents necessary for its performanceunder these Conditions5 give all re*uired notices and allow allre*uired inspection under all Consents obtained or applied for by it inconnection with the Pro,ectM and

(iv) pay all Prescribed 8ees in connection with such ConsentsM

(e) the Company shall design5 engineer5 finance5 construct5 e*uip5 insure5operate5 maintain and transfer the Pro,ect in accordance with:

(i) these ConditionsM

(ii) the Pakistan environmental guidelines and occupational health andsafety standards as may be specified by the Employer from time totimeM

(iii) all applicable <aws of Pakistan and ConsentsM

(iv) internationally acceptable engineering and construction practices5 andPrudent PracticeM

(v) the &tandardsM and

(vi) the &ecurity PackageM

and shall ensure that the components comprising the Pro,ect are

Commissioned on or before the dates specified in the Particular Conditionsof ContractM

(0F)



(f) beginning on the +vailability 2ate5 the Company shall operate the Pro,ect inaccordance with the re*uirements of these ConditionsM

(g) beginning on the Construction Completion 2ate5 the Company shall at alltimes maintain5 service and repair the Pro,ect in accordance with PrudentPractice5 using such e*uipment and facilities as may be necessary for theefficient operation of the Pro,ectM

(h) the Company shall replace e*uipment and facilities that from time to time failto function5 or become worn beyond use5 destroyed5 damaged beyond repair5lost5 confiscated5 stolen and seized for any reason whatsoever to keep thePro,ect in good operating condition at its design capacityM

(i) the Company shall5 upon re*uest of the Employer5 deliver or cause to bedelivered from time to time to the Employer certifications of its officers5accountants5 engineers or agents as to the performance of its obligationsunder this +greement and as to such matters as the Employer mayreasonably re*uestM and

(,) the Company shall keep proper books of record and accounts in which all

correct entries shall be made of all dealings or transactions of or in relationto its business and affairs in accordance with generally accepted accounting principles and standards in Pakistan consistently applied" 4he Company shallfurnish the following to the Employer as long as its +greement is in effectM

P'riodi+ R'ports= +s soon as available but in any event within sixty (.1) daysof filing5 two copies of all documents filed in compliance with there*uirements of the Companies rdinance5 !0F> as amended or as may besuperseded from time to timeM

Ot-'r R'ports: +s soon as available5 a report of any factors materially or adversely affecting or that might materially and adversely affect the Pro,ect

or the Companys business and operations or its financial conditionsMDt: 9ith reasonable promptness5 such other data and information

pertaining to the Pro,ect as may be agreed between the PartiesM

E/0intion: 9ithout limiting the foregoing5 the Company shall permit theEmployer (or its nominated representative) to examine all relevant books5records5 reports and other papers of the Company for the purpose of verifying5 upon the occurrence of a default by the Company5 compliance withthe Companys financial obligations under the 8inancing +greements" 4heCompany shall keep such books5 records5 reports and other papers insufficient detail to permit the Employer to calculate and evaluate suchmatters" $n connection with such examination5 the Company shall permit theEmployer to make copies and extracts of such books5 records5 reports andother papers and to discuss such matters with the Companys officers andemployees" $f after discussion of such matters with the Companys officersand employees5 the Employer wishes to review such matters with theCompanys accountants5 the Company shall direct such accountants (whosefees and expenses shall be for the account of the Company) to communicatedirectly with the Employer concerning such matters"

(00)



6 E0plo'r R'pr's'nttions nd Co,'nnts

6." EMP#O:ER REPRESENTATIONS

-"!"! 4he Employer hereby represents and warrants to the Company that as of the date of the +greement:

(a) it is duly created pursuant to an rdinance@+ct of the ?P (year asstated in the Particular Conditions of Contract)5 is existing and5 so far as is material to the Company5 has complied fully with all other applicable <aws of Pakistan5 and that there are no proceedings pendingor to the best of its knowledge5 threatened for the dissolution of theEmployer including a withdrawal or revocation of its powers under thesaid rdinance@+ct"

(b) the Pro,ect has been gazette in accordance with the proceduresre*uired by the said rdinance@+ct and its amendmentsM

(c) this +greement has been duly authorized5 executed and delivered by it

and constitutes the legal5 valid and binding obligation of itM and(d) this +greement has the approval of the competent authority and as far

as it is aware5 the execution5 delivery and performance of this+greement does not and will not constitute a violation of any statute5

,udgment5 order5 decree or regulation or rule of any court5governmental authority or arbitrator of competent ,urisdictionapplicable or relating to it5 its assets or its business"

6. EMP#O:ER CO9ENANTS

-"%"! 4he Employer has all necessary powers to build and operate Pro,ect and in respect

of all other matters which are the sub,ect of these Conditions and has the right totransfer such of those powers to the Company as may be re*uired to uphold theterms and obligations of these Conditions"

-"%"% 4he Employer undertakes that it will not initiate any new or amending legislation or change in the interpretation of existing legislation or changes in standards affectingthe design or execution of the construction works during the period of constructionof the Pro,ect without giving =otice to the Company5 excepting any matter relatingto the safety of the public" 4he Employer undertakes to consider compensation for any increase in cost and@or loss of revenue to the Company which is attributable toChange in <aw"

-"%" 4he Employer hereby covenants as follows:

(a) the Employer will not5 and will procure that no ?overnment +gency will:

i" in any way amend or obstruct the design5 construction5management or operation of the Pro,ect or any part thereof excepting as provided for in these Conditions and thereasonable inspection of the Pro,ect as specified in &ub Clause-" save on the grounds of national securityM

ii" do any act or be party to any omission which would cause5 or be likely to cause5 damage to any part of the Pro,ect or be

otherwise inconsistent with the terms of this +greementM

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(b) the Employer will exercise its powers under the said rdinance@+ct andamendments made thereto in a manner that is consistent with this+greementM

(c) the Employer will5 at the re*uest of the Company5 make available or cause to be made available to the Company the Concession +reaincluding the ight of 9ay re*uired for the construction@improvement of the Pro,ect as more particularly described and shown in Clause 0M

(d) the Employer will ensure that access to the Concession +rea is notclosed or restricted in any wayM

(e) the Employer will support and use all reasonable efforts to expedite theconsideration of the Companys applications for the Consents and thetimely issuance thereof by the elevant +uthoritiesM

(f) the Employer will5 upon reasonable re*uest by the Company5 use its goodoffices to support the Companys performance of its obligations todesign5 finance5 insure5 construct5 operate and maintain the Pro,ect5 butwithout assuming any liability or obligation in this regardM

(g) as soon as practicable but not later than fifteen (!-) days5 or as stated inthe Particular Conditions of Contract5 after any section of the Pro,ect has

been satisfactorily tested and inspected in accordance with thecommissioning procedure specified in +ppendix >5 the Employer willissue a sectional Certificate of Completion to certify the date that therelevant section of the Pro,ect is capable of serving the users or theintended purpose (s) in accordance with these Conditions" ;ponsatisfactory testing and inspection of all sections of the Pro,ect covered

by the Concession the final Certificate of Completion shall be issuedM

(h) the Employer will expeditiously grant or procure the granting of

applications for work permits5 employment passes5 visas and other permits5 as necessary for the Company5 its directors employeescontractors and other individuals involved in the Pro,ectM

(i) the Employer will provide all such reasonable assistance as the Companymay re*uest to support the obtaining of immigration and employment

permits for foreign contractors and pro,ect consultants engaged by theCompany or otherwise re*uired for the purpose of the Pro,ectM

(,) the Employer will provide all such reasonable assistance as the Companymay re*uest to support the obtaining of licences for the import of anygoods or material of foreign origin or with foreign content which arere*uired by the Company for the purposes of the Pro,ectM

(k) the Employer will endeavor to render such assistance5 by coordinatingwith the relevant ?overnment 2epartments5 as may necessarily bere*uired by the Company to ensure smooth and proper operation of ad,acent existing facilities during construction of the 9orks and5 in

particular5 in respect of any diversions that may be necessaryM and

(l) the Employer undertakes to restrict ribbon development along thePro,ect5 to control development and remove unauthorized buildings

between the 7uilding <ine and the Pro,ect and to remove allencroachments within the Concession +rea"

-"%"> 9henever there is reference under these Conditions to an act by or obligation of theEmployer5 such act or obligation is authorized by and on behalf of the ?oP"

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-"%"- ;nder these Conditions where there is reference to an act by any 8ederal5 Provincialor local authority5 it shall mean that the Employer shall procure such authority to

perform such act but any obligations of those authorities shall not constituteobligations of the Employer under these Conditions"

6.8 EMP#O:ER INSPECTION

-""! 4he Employer shall monitor the construction of the 9orks and carry out tests fromtime to time in accordance with accepted engineering practices"

-""% 2uring the progress of the 9orks the Employer shall have the power to order inwriting from time to time:

(a) the removal from the 9orks5 within such time or times as may bespecified in the order5 of any materials which in the reasonable opinionof Employer are not in accordance with these Conditions and for itssubstitution with proper and suitable materialsM and

(b) the removal and proper reexecution of any work in respect of materials or workmanship which in the opinion of the Employer is notin accordance with these Conditions"

< #i+'n+'s nd Cons'nts

<." APP#ICATIONS TO BE MADE B: T$E COMPAN:

."!"! 4he Company shall make or cause to be made5 in a timely manner5 all applications(whether initial or renewal applications) for the Consents in Prescribed 8orm andwith Prescribed 8ee to the appropriate elevant +uthorities and shall diligently

pursue all such applications with a view to obtaining the relevant consent asexpeditiously as is practicable" 4he information supplied in the applications shall be

complete and accurate and shall satisfy the substantive and procedural re*uirementsof the applicable <aws of Pakistan"

<. SUPPORT OF EMP#O:ER

."%"! 4he Employer shall support and recommend all such applications so as to expeditethe consideration thereof by the elevant +uthorities and shall provide all reasonablehelp to the Company to ac*uire the re*uired Consents"

<.8 EMP#O:ER APPRO9A#S

.""! Provided that the Company shall have complied with all re*uirements the Employer shall promptly issue5 or cause to be issued5 all permits5 consents and approvals withinits power and ,urisdiction necessary for the Company to construct5 e*uip5 operateand maintain the Pro,ect in accordance with these Conditions"

; Tr't0'nt o On4oin4 Contr+ts

;." ASSIGNMENT OF AGREEMENTS

/"!"! 9ith regard to construction contracts5 maintenance contracts5 supply agreements5service agreements5 employment agreements and toll collection concessions

previously entered into by the ?oP or by any provincial government or localauthority relating to any matter covered by this +greement5 the Employer5 if re*uired

(!1%)



to do so by written notice from the Company5 will assign or cause the assignment of such agreements to the Company"

/"!"% +ny of the aforesaid agreements which are not assigned to the Company shall beterminated or be deemed to be so terminated without the Company being liable for any termination costs"

;. TRANSFER OF #IABI#ITIES AND OB#IGATIONS

/"%"! 4he taking over of the operation and maintenance of any $nfrastructure or 8acilitycovered under these Conditions shall not render the Company liable for any claims5liabilities and obligations of the ?oP5 the Employer or other party arising out of or inconnection with contracts of whatever nature or description existing before thetaking over except where expressly agreed to by the Company"

> T-' E0plo'r A%ditor nd Co0pn A%ditor

>." APPOINTMENT

F"!"! 4he Employer shall appoint at its own expense a person or persons as the Employer +uditor to provide the ,oint certificates and other services referred to in this+greement and shall ensure that at least one person continues to be so appointedthroughout the Concession Period"

F"!"% 4he Company shall appoint at its own expense a person(s) or firm as Company+uditor to provide the ,oint certificates and other services referred to in theseConditions" 4he Company may terminate the appointment of any Company +uditor sub,ect to the appointment of a replacement"

>. 3OINT CERTIFICATE

F"%"! 4he Employer shall re*uire that the Employer +uditor shall5 and the Company shallre*uire that the Company +uditor shall5 ,ointly provide the certificates and the other services referred to in these Conditions as are re*uired to be provided by theperations +uditors"

F"%"% +ny ,oint certificate provided by the perations +uditors shall5 in the absence of error5 be conclusive as to the matters set out therein and binding on the Partieshereto"

>.8 SETT#EMENT B: E5PERT OR ARBITRATOR

F""! $f the Employer +uditor and the Company +uditor are unable to agree to any matter re*uired to be set out in any ,oint certificate to be provided by the perations+uditors5 the Company shall5 upon being notified of such inability to agree uponsuch matter5 refer such matter to an expert agreed upon by the Parties for settlement"4he decision of such nominated expert shall be binding on the perations +uditors"4he fees and expenses of the nominated expert shall be borne by the Company"

>.? DISPUTE IN PA:MENT

F">"! =otwithstanding the foregoing5 if the matter upon which the Employer +uditor andthe Company +uditor are unable to agree relates to the payment of money5 any

amounts which are agreed and the lower of any amounts which are not agreed butfor which each of the Employer +uditor and Company +uditor have determined an

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amount5 shall be the sub,ect of a ,oint certificate to be provided pursuant to &ubClause F"% and shall become payable in accordance with this +greement" 8ollowingthe settlement of the matter the balance (if any) of the payment or any overpaymentshall become payable or repayable in accordance with the provisions of theseConditions"

>.6 DE#I9ER: OF CERTIFICATE

F"-"! +ny ,oint certificate to be provided by the perations +uditors shall be delivered tothe Employer and the Company simultaneously to the addresses referred to in Clause% and in the manner set out therein"

>.< TIME PERIODS

F"."! +ll time periods referred to in these Conditions relating to receipt of a ,ointcertificate from the perations +uditors shall:

(a) in the case of a ,oint certificate provided pursuant to &ub Clause F"%5

commence on the date mentioned thereonM and(b) in the case of a determination by a nominated expert pursuant to &ub

Clause F" (which shall be deemed to be the ,oint certificate of theperations +uditors) commence on the date of that determination"

7 #nd

7." GRANT OF RIG$T AND #ICENCE

0"!"! 4he Employer shall grant to the Company throughout the Concession Period theexclusive right and license to enter upon and to occupy the existing ight of 9ay but

all additional land re*uired by the Company in relation to the Concession5 asspecified in +ppendix to 7id" +ny land so re*uired shall be made available to theCompany with payment for rent5 taxes or other costs5 expenses and chargesthroughout the Concession Period"

0"!"% 4he Employer shall make available the land so re*uired not later than a period of three () months5 or as stated in the Particular Conditions of Contract5 before thedate for commencement of construction 9orks sub,ect to fulfillment of the

procedural and financial obligations of the Company"

0"!" 8or the avoidance of doubt5 it is agreed and declared that the land shall be madeavailable free of encumbrances and without any owners5 tenants5 lessees5 licenses5s*uatters or other occupiers"

7. COST AND E5PENSES

0"%"! +ll costs5 expenses or charges incurred in making available the land referred to in&ub Clause 0"! including any compensation re*uired to be paid for the ac*uisitionthereof or for the removal or resettling of any owners5 tenants5 lessees5 licenses5s*uatters or other occupiers on such land shall be borne and paid for by theEmployer without recourse to the Company for any contribution or reimbursement"$t may be otherwise too that ?P to have its E*uity in the form of land to retain itstitle ultimately"

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7.8 DE#A:S IN OBTAINING #AND RIG$TS

0""! $f as a result of any delay by the Employer in obtaining the <and ights5 delay iscaused to the 9orks5 the Employer will negotiate with the Company with the ob,ectof providing the Company with such remedy or relief as will ade*uately compensatethe Company for the conse*uences to it of such delay" &uch remedy may include5

but is not limited to5 an extension of the Concession Period5 an extension of the

period for commencement or completion of any part of the 9orks and or any other form of compensation or relief to enable the Company to meet any <oss5 cost or expense incurred or suffered by the Company as a conse*uence of such delay" 4heamount of any compensation5 if agreed by the parties to be provided5 shall bedetermined by the perations +uditors"

7.? #IMIT OF RIG$TS

0">"! 4he rights given under these Conditions to the Company in respect of the land madeavailable to it pursuant to &ub Clause 0"! do not confer upon the Company any

proprietary right5 title or interest on or over such land"

"! P%li+ Utiliti's nd T-ird Prt A++'ss

"!." #IMIT OF EMP#O:ER OB#IGATION

!1"!"! 4he Employer shall be responsible for providing the Company5 in a timely manner soas not to interfere with the regular progress of the 9orks5 with such information as itholds or is available in respect of Public ;tilities in5 under or through the Concession+rea"

!1"!"% 4he Employer shall not be liable to reimburse to the Company any loss5 damage or expense incurred by the Company as a result of inaccurate or late information being

provided by the Employer"

"!. DI9ERSION OF E5ISTING FACI#ITIES

!1"%"! 4he Company shall be responsible for all costs and expenses associated with theremoval or diversion of existing Public ;tilities and services ancillary thereto such aselectricity5 water5 sewerage and telecommunication facilities re*uired for the 9orkssave that the Company shall not be responsible for any cost or expenses associatedwith the strengthening5 replacing or upgrading of existing Public ;tilities andservices"

!1"%"% 4he Employer will use its best endeavors to assist the Company to arrange5 andachieve the timely completion of5 any necessary removal or relocation of Public;tility services"

"!.8 APP#ICATION FOR SUPP#:

!1""! $n relation to the supply of Public ;tilities and services re*uired by the Company for the 9orks5 all applications in respect thereof to the relevant Public ;tility authoritiesor companies or other undertakings charged with the responsibility for the same shall

be made by the Company and all costs and expenses incurred thereby shall be borneand paid for by the Company"

(!1-)



!1""% 4he Employer will render such assistance as may be necessary to support theCompany in relation to any such applications to the relevant public authorities or companies or other undertakings provided that the Company has complied with allstatutory and other legal re*uirements necessary for such applications"

"!.? COORDINATION OF WORKS

!1">"! 4he Company shall not be responsible for the costs and expenses of any works thatmay be carried out by the relevant public authorities and companies in theConcession +rea which are not re*uired for the 9orks" 4he Employer and therelevant authorities shall agree with the Company as to the phasing of such works toensure that the 9orks are not delayed or interrupted"

"!.6 AGREEMENT RE2UIRED FOR WORKS B: PUB#IC UTI#ITIES

!1"-"! 4o the extent that a Public ;tility provider must seek approval from the Employer tocarry out works on the Concession +rea the Employer shall not grant any suchapproval5 whether conditional or otherwise5 until it obtains the prior writtenagreement of the Company together with the Companys reasonable re*uirements asto any restrictions or conditions to be imposed on the timing and execution of theworks by the Public ;tility provider5 and shall take such reasonable re*uirementsinto consideration including where applicable the imposition of conditions whengranting any approval to the Public ;tility provider"

"!.< ACCESS TO CONCESSION AREA FOR PUB#IC UTI#ITIES

!1"."! &ub,ect to &ub Clause !1"- and all such reasonable conditions or re*uirements(including any condition as to indemnity against loss5 damage5 cost or expensessuffered or incurred by the Company as a result of allowing such access) as theCompany thinks fit5 the Company shall permit at any time during the Concession

Period the authorized personnel of a Public ;tility provider to have access to theConcession +rea for the purpose of:

(a) routine maintenance of any Public ;tility already located within theConcession +reaM or

(b) the strengthening5 replacing or upgrading of any Public ;tility alreadylocated within the Concession +reaM or

(c) reinstating any foundations5 structures5 building5 pavements5 cablingand the like which may be disturbed or affected by reason of suchworks undertaken by a Public ;tility providerM or

(d) any other work including5 but without limitation5 the installation of anynew additional services of the Public ;tility provider within theConcession +rea"

"!.; ACCESS ROAD CONNECTION B: T$IRD PART:

!1"/"! 4he Employer may issue a written order to the Company5 after consultation with theCompany5 to allow access road connection to the Concession +rea to any other

parties for the purpose of connecting their developments to the Pro,ect" &uch access by the other party shall comply with the &tandards and be so designed andimplemented that it does not in any way or manner adversely affect the flow users or

create hazardous operating conditions"

(!1.)



!1"/"% $f the proposed access would adversely affect the users through a toll plaza (and5conse*uently5 the toll revenues of the Company) the Employer shall as a condition of any order (if the Employer decides to make such order) ensure that the Company isade*uately compensated or indemnified by such other party seeking access and@or bythe Employer against any loss5 cost or expenses which may be suffered or incurred

by the Company as a conse*uence of such order"

"" D'si4n nd Constr%+tion

""." OUT#INE DESIGN

!!"!"! 4he utline 2esign as approved by the Employer is defined in terms of the pro,ectdescription and design criteria set out in +ppendix to 7id"

"". DESIGN PROPOSA# AND DETAI#ED DESIGN

!!"%"! 9ithin four (>) weeks5 or as stated in the Particular Conditions of Contract5 after theEffective 2ate the Company shall submit the 2esign Proposal of the 9orks to the

Employer for approval (which approval shall not be unreasonably withheld)"

!!"%"% 4he 2esign Proposal will present the Companys design proposals and specificationswhereby the utline 2esign can be carried forward to 2etailed 2esign" 4he 2esignProposal will also include details of all temporary works5 including arrangements for diversion and control of traffic along5 and public access across5 any existing roadswhich are affected by the construction works"

!!"%" ;nless the Company receives written ob,ections thereto from the Employer withinfour weeks after the date of submission5 the 2esign Proposal shall be deemedapproved and the Company shall carry out the 2etailed 2esign according to the&tandards"

!!"%"> 4he Company shall subse*uently submit the 2etailed 2esign including the design of temporary works to the Employer for approval (which approval shall not beunreasonably withheld) within months5 or as stated in the Particular Conditions of Contract5 after the Effective 2ate" ;nless the Company receives written ob,ectionsthereto from the Employer within four weeks after the date of receipt of suchsubmission5 the 2etailed 2esign shall be deemed approved" 4he Employer shallsimilarly have four weeks in which to ob,ect to any resubmitted 2etailed 2esign"

"".8 APPRO9A#

!!""! +pproval of the 2esign Proposal and 2etailed 2esign shall not be withheld if thedesign complies with the utline 2esign and statutory re*uirements" 4he Companyshall not make any variations to the 2etailed 2esign which would be in conflict withthe approved 2esign Proposal without the prior approval of the Employer5 whichapproval shall not be unreasonably withheld"

!!""% +pproval of the 2etailed 2esign shall not be construed as a warranty by theEmployer of the safety5 durability or reliability of the Pro,ect"

(!1/)



"".? C$ANGES

!!">"! &ub,ect to the provisions of &ub Clause !!"F5 the Employer may re*uest designchanges and@or additional or extra work5 or the omission of some parts of thedesign5 in accordance with the procedures set out in +ppendix to 7id"

"".6 2UA#IFIED ENGINEERS

!!"-"! 4he 2etailed 2esign shall be carried out at the Companys expense by appropriately*ualified design engineers"

"".< COMMENCEMENT OF WORKS AND CONSTRUCTION SC$EDU#E

!!"."! 4he Company shall commence the construction 9orks within . weeks5 or as statedin Particular Conditions of Contract5 after the 2etailed 2esign for the relevant workshas been approved5 or deemed to have been approved5 by the Employer inaccordance with &ub Clause !!"" 4he commencement of civil construction shall beevidenced by a ,oint certificate issued by the perations +uditors"

!!"."% &ub,ect to the provisions under these Conditions5 the 9orks shall proceed inaccordance with the schedule specified in +ppendix to 7id"

"".; COMP#ETION OF CONSTRUCTION OF T$E WORKS

!!"/"! 4he Company shall complete the 9orks within the period as mentioned in theParticular Conditions of Contract after the Effective 2ate or within such extended

period as may be granted by the Employer" 8ailure to complete within the agreed period shall be deemed a material breach in the Companys obligations under theseConditions"

!!"/"% 4he completion of a section of the Pro,ect or the whole shall be certified by theEmployer through the issue of a sectional or final Certificate of Completion inaccordance with &ub Clause -"%"(g)" 4he date of this certificate is the ConstructionCompletion 2ate for the designated section" 9here the completed section is

properly linked to the existing system such that it is suitable for public use5 the dateof the certificate is also the +vailability 2ate for that section" therwise the+vailable 2ate is such later date on which the section is so properly linked"

!!"/" ;pon completion of the construction of the 9orks5 the Company shall clear awayand remove all construction plant5 surplus materials5 rubbish and temporary work of every description and shall leave the site clean and in a condition satisfactory to the

Employer provided that the Company shall be permitted to maintain and have accessto offices and maintenance yards for the purposes of the Concession on sites in theConcession +rea to be agreed with the Employer and the Employer shall be entitledto have access to such offices and yards"

"".> COMPENSATION

!!"F"! 4he Employer hereby undertakes to consider claims from the Company arising fromany losses5 costs or expenses which the Company may incur as a result of anychanges to the utline 2esign5 2esign Proposal or 2etailed 2esign re*uested by theEmployer pursuant to &ub Clause !!">"

!!"F"% $f as a result of undertaking any additional works re*uested by the Employer there isa delay caused to the completion of the Pro,ect or the commencement of the

(!1F)



collection of revenue5 the Employer will negotiate with the Company to decide andagree whether:

(a) the Concession Period and the period for commencement and@or completion of any part of the 9orks shall be extendedM and@or

(b) any other forms of compensation or relief shall be provided to the Companyto enable the Company to meet any loss5 cost or expense incurred or suffered

as is necessary to compensate the Company for the conse*uences of suchdelay"

"".7 3OINT CERTIFICATE

!!"0"! +ny claim by the Company which it is agreed shall be compensated by the Employer pursuant to &ub Clause !!"F shall be accompanied by a ,oint certificate from theperations +uditors setting out the amount payable and including detailedcalculations of the same" 4he amounts so certified shall be paid to the Company bythe Employer within .1 days5 or as stated in the Particular Conditions of Contract5after the date of receipt of the ,oint certificate from the perations +uditors by the

Employer"

""."! PENA#TIES

!!"!1"! 4he Company if it fails to achieve a 'ey 2ate5 as specified in +ppendix to 7id shall pay to the Employer an amount as stated in the Particular Conditions of Contract for every day of delay on account of the Companys default"

""."" NON&INTERFERENCE TO T$E PUB#IC AND ROAD USERS

!!"!!"! +ll operations necessary for the execution of the 9orks shall5 in so far as compliancewith the re*uirements of these Conditions permit and in conformity with its intent5

be carried on so as not to unnecessarily impede the flow of traffic on existinghighways5 nor the public access to and from the use and occupation of public and

private roads and footpaths to or from properties whether in the possession of theEmployer or of any other person"

""." SAFET:

!!"!%"! 4he Company will undertake the construction 9orks5 and the organization andimplementation of temporary traffic diversions and controls in such a manner as toensure proper levels of safety for the road users5 the public in general and thoseengaged on the 9orks themselves"

""."8 OT$ER WORKS

!!"!"! 4he Employer reserves the right to carry out other works within the Concession+rea which the Company is not obliged to do under this +greement by using other contractors as it may from time to time appoint" 4he Employer shall notify theCompany prior to the commencement of such works and the Company shall give itsfull cooperation to such contractors in the carrying out of such works" Providedalways however that such other works shall not obstruct or hinder the flow of trafficor the undertaking of the 9orks by the Company or impinge or effect or in any waydetract from the rights en,oyed by the Company under the Concession"

!!"!"% 4he Employer shall compensate the Company for any loss5 cost or expense incurredor suffered by the Company by reason of such other works" $n addition to such loss5

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cost and expense5 if as a result of other works undertaken by the Employer there is adelay caused to the construction of the Pro,ect or the commencement of thecollection of revenue5 the Company shall be entitled ade*uate compensation for theconse*uences of such delay which may include but which need not be limited to theConcession Period being extended"

" Op'rtions

"." COMMENCEMENT OF OPERATIONS

!%"!"! 4he Company shall be deemed to have commenced operations of the Pro,ect on the+vailability 2ate of the first usable section of the Pro,ect"

". REGU#ATION

!%"%"! +ll regulations5 rules and orders made or issued under the <aws of Pakistan whichare applicable to Pro,ects shall be applicable to the Pro,ect and shall be enforced bythe Employer or the Company as the case may be and stipulated for in this

+greement"

!%"%"% 4he Employer shall ensure that at all times there are ade*uate police services for theoperation of the Pro,ect and the protection and safety of the public5 at no cost to theCompany"

!%"%" 4he Employer shall ensure5 and shall procure that other authorities ensure5 that inenforcing the law on the Pro,ect the police will follow proper practice and will notthemselves impose any fee charge or toll other than the imposition of any fine or

penalty specified in law"!%"%"> 4he Employer shall ensure that the police shall not hamper or hinder the Company

or the users of the Pro,ect"

".8 OPERATING PRACTICE

!%""! &tandards of operating practice that must be met at all times by the Company are setout in +ppendix to 7id" 4he Company shall prepare an perations #anual5 to beapproved by the Employer5 setting out procedures whereby these &tandards or higher performance standards as may be agreed upon are to be met"

!%""% 9here a road facility or ma,or bridge forms part of the Pro,ect5 the Company isauthorized:

(a) to prohibit pedestrian access within the ight of 9ay of the Pro,ect except asexpressly provided forM

(b) to prohibit vehicular access except at the interchanges and ,unctions at thelocations as provided in the Particular Conditions of ContractM

(c) to limit the use of the Pro,ect to those categories of vehicle or other units as provided in the Particular Conditions of ContractM and

(d) to refuse entry to vehicles in respect whereof no toll has been paid"

&uch necessary provisions relevant to specific sector of the Pro,ects may beincorporated in the Particular Conditions of Contract"

!%"" 9here a ma,or bridge forms part of the Pro,ect the Employer may re*uire thatfacilities be provided so that motorcycles5 scooters5 rickshaws5 nonmotorized

(!!1)



vehicles and other such vehicles as may be generally banned from the Pro,ect areable to use the bridge" $n such circumstances the facilities shall be so designed andoperated to ensure complete segregation between these vehicle types and other vehicles on the Pro,ect"

!%""> 4he Company shall have the right to weigh vehicles and inspect vehicles and their load in circumstances where there is any doubt about the vehicles compliance with

regulations5 rules and orders applying to the Pro,ect"

!%""- 4he Company shall be authorized to prohibit specific vehicles from using the Pro,ectwhere the gross vehicle weight or any axle load exceeds the limits specified in+ppendix to 7id or where the mechanical condition of the vehicle or the conditionor type of its load or the ability of its driver is deemed to represent a safety hazard toroad users"

".? SER9ICES AND AIDS

!%">"! 4he Company shall provide at its own cost and expense the following services andaids to the users5 re*uired by the EmployerM

(a) emergency telephone services at places to be agreed with theEmployerM

(b) breakdown@patrol services to provide assistance to motorists in distressor during emergency5 to be agreed with the EmployerM

(c) wash rooms for the users to be agreed with the Employer"

"8 Tolls1F''s1B'n'its

"8." RE9ENUE CO##ECTION B: T$E COMPAN:

!"!"! &ub,ect to the provisions of these Conditions5 the Employer hereby authorizes theCompany to levy5 demand5 collect and retain toll@8ees@benefits for its own revenuegeneration from users of the Pro,ect"

!"!"% 8ee@4oll collection by the Company shall be permitted as planned5 built and e*uippedfor the purpose5 in accordance with the pro,ect description and design criteriaspecified in +ppendix to 7id"

!"!"> 8ee@4oll collection may commence on the +vailability 2ate"

!"!"- +ll revenues shall be credited to the Pro,ect Escrow +ccount"

"8. RE9ENUE CO##ECTION PO#IC:

!"%"! &ub,ect to the terms and conditions of the +greement the 7ase Uear 4olls@fees asstated in the Particular Conditions of Contract"

!"%"% 4he Company has the right5 but not the obligation5 to offer and negotiate tollconcession packages with regular users of the Pro,ect (individuals5 companies5government authorities and other bodies)"

(!!!)



"8.8 TA5 CO##ECTION

!""! 4he Employer will not5 and will procure that 8ederal5 Provincial and local authoritieswill not5 allow the collection of any taxes and dues local5 Provincial or 8ederal onthe Pro,ect5 or in any manner which causes congestion or hazard on the Pro,ect"

"8.? NO GUARANTEE OF RE9ENUE OR #OANS

!">"! =othing contained herein or in any other document shall be construed as providing:

(a) any guarantee by the ?oP@Employer of operational capacity5 revenuelevelsM or

(b) any guarantee by the ?oP@Employer of the availability of funding for the Pro,ect"

"? An+illr F+iliti's

"?." PRO9ISION AND OPERATION

!>"!"! 4he Company shall sub,ect to all prevailing relevant laws in respect thereof design5construct5 manage5 operate and maintain the +ncillary 8acilities as set out in+ppendix to 7id in accordance with the provisions of these Conditions with theassistance of such agents5 contractors or suppliers as the Company may select" 4heCompany may enter into such licensing5 concession or other contractualarrangements as the Company shall deem appropriate for the design5 construction5management5 operation and maintenance of the +ncillary 8acilities"

"?. RECEIPTS

!>"%"! &ub,ect to the terms of any such contractual arrangements5 the Company shall retain

all monies received from the operations5 if any5 of the +ncillary 8acilities5 suchrevenue to be credited to the Pro,ect Escrow +ccount"

"6 Mint'nn+'

"6." #IMIT OF MAINTENANCE

!-"!"! 4he Company shall maintain the Pro,ect in good repair and condition and inaccordance with these Conditions and Prudent Practice5 including normal periodicmaintenance5 heavy repairs and structural rehabilitation5 and the refurbishment andreplacement of e*uipment"

!-"!"% 4he Company shall also undertake routine maintenance"

!-"!" 4he maintenance works to be carried out by the Company shall be as described in+ppendix -"

"6. MAINTENANCE PROGRAMME

!-"%"! 4he Company shall prepare and undertake a maintenance programmed with theob,ectives of ensuring that the Pro,ect can be operated efficiently throughout theConcession Period and satisfies the condition criteria at transfer pursuant to &ubClauses %."% and %/">"

(!!%)



"6.8 RE$ABI#ITATION ESCROW ACCOUNT

!-""! 4hroughout the Concession Period a sum s -1 million (upees fifty million only)or !1G of gross annual revenue5 or as stated in the Particular Conditions of Contractshall be set aside annually in a ehabilitation Escrow +ccount5 to provide funds to beused for the maintenance of the Pro,ect in accordance with &ub Clause !-"!"!5including any heavy repair as may be re*uired over and above programmed

structural overlay"

"6.? FAI#URE TO MAINTAIN

!-">"! $f5 in the opinion of the Employer5 the Company fails to perform its maintenance (of any type@magnitude) or structural rehabilitation obligations in accordance with this+greement5 the Employer may give notice to the Company of the failure setting outin detail the obligation which the Employer considers has not been performed5 andthe Company shall respond within a period of four weeks and shall either agree to

perform the maintenance or structural rehabilitation or give a ,ustification for notcarrying out the maintenance or structural rehabilitation to the Employer"

!-">"% $f the Company agrees to perform the maintenance or structural rehabilitation or if its ,ustification for not carrying out the maintenance or structural rehabilitation isre,ected by the Employer and in either case the Company fails to proceed within afurther four (>) 9eeks5 the Employer shall give notice to the Company that it willcarry out that maintenance or structural rehabilitation" 4he costs of carrying out thatmaintenance or structural rehabilitation shall be borne by the Company and5 without

pre,udice to the foregoing5 the Employer may obtain payment out of theehabilitation Escrow +ccount in the first instance5 and then out of the perationsPhase &ecurity"

"< Ind'0niti's

"<." WAI9ER OF INDEMNIT:

!."!"! Except as provided in &ub Clause !."%5 neither Party shall be liable to the other Party in contract5 tort5 warranty5 strict liability5 or any legal theory for any indirect5conse*uential5 incidental5 punitive5 or exemplary damages" =either Party shall haveany liability to the other Party except pursuant to5 or for breach of5 this +greementM

provided5 however5 that this provision is not intended to constitute a waiver of anyrights of one Party against the other with regard to matters unrelated to theseConditions or to any activity not contemplated by under these Conditions"

"<. INDEMNIT:

!."%"! 4he Employer shall defend and indemnify the Company and its directors5 officers andemployees against5 and hold the Company and its directors5 officers and employeesharmless at all times after the date hereof5 from any and all <osses incurred5 suffered5sustained5 or re*uired to be paid5 directly or indirectly5 by5 or sought to be imposedupon5 the Company and its directors5 officers and employees for personal in,ury or death to persons or damage to property arising out of the negligent or intentional actor omission of the Employer in connection with these Conditions"

!."%"% 4he Company shall defend and indemnify the Employer and its officers and

employees against5 and hold the Employer and its officers and employees harmless atall times after the date hereof5 from any and all <osses incurred5 suffered5 sustained5

(!!)



or re*uired to be paid5 directly or indirectly5 by5 or sought to be imposed upon5 theEmployer and its officers and employees for personal in,ury or death to persons or damage to property arising out of the negligent or intentional act or omission of theCompany in connection with these Conditions"

!."%" $n the event that any <oss results from the ,oint or concurrent negligent or intentional acts or omission of the Parties5 each Party shall be liable under this

indemnification in proportion to its relative degree of fault"

!."%"> 4he provisions of &ub Clause !."% shall survive for a period of five (-) yearsfollowing the 4ermination 2ate of the +greement"

"<.8 FINES AND PENA#TIES

!.""! +ny fines or other penalties incurred by the Company for noncompliance withapplicable <aws of Pakistan or other governmental actions taken pursuant thereto or the Consents shall not be reimbursed by the Employer but shall be the soleresponsibility of the Company"

"<.? NOTICE OF #OSS

!.">"! Each Party shall promptly notify the other Party of any <oss or proceeding inre*uest of which it is or may be entitled to indemnification under &ub Clause !."%"&uch notice shall be given as soon as reasonably practicable after the relevant Party

becomes aware of the <oss or proceeding"

"; Ins%rn+'

4he Company is allowed to carry out insurance in accordance with the re*uirementof <enders"

";." INSURANCE CO9ERAGE

!/"!"! 4he Company5 at its sole cost and expense5 shall obtain and maintain during the termof the +greement insurance set forth below at least in the amounts set forth hereinand during the periods mentioned herein5 provided5 however5 that such amounts may

be reduced from time to time with the approval of the Employer" 4he Employer acknowledges that the <enders may re*uire to be designated as the loss payees5

beneficiaries or additional insures under such policies5 as the case may be"

";. AMOUNT OF INSURANCE

!/"%"! 4he insurance re*uired by this Clause !/ shall be taken out with any insurer5 local or international5 that is acceptable to the <enders" 3e is

";.8 INSURANCE OF T$E WORKS DURING T$E CONSTRUCTION P$ASE

!/""! 4he Company will effect and maintain or cause to be effected and maintainedinsurance for the 9orks until the +vailability 2ate on the following basis:

(a) a contractors all risks policy to include cover for all goods5 for constructionof the 9orks including when they are in transit to the Concession +reaM and

(b) a policy against any liability including third party liability for each incident( the number of incidents to be unlimited) which may arise in connection withthe construction of the 9orks"

(!!>)



";.? INSURANCE DURING T$E OPERATIONS P$ASE

!/">"! $n respect of the 9orks after the +vailability 2ate and throughout the ConcessionPeriod the Company shall cause to be affected and maintained insurance:

(a) for the infrastructure@facility toll plazas5 signs5 guardrails and other installations comprising the Pro,ect against loss5 breakdown5 damage or destruction from such risk as shall be prudent to insure against having regard

to the practice of the industry5 such policy also to cover any property of theEmployer5 if any5 in the Concession +reaM

(b) against in,ury or death of its employees as re*uired by lawM and

(c) 8or third party liability for each incident (the number of incidents to beunlimited)"

";.6 3OINT NAMES

!/"-"! +ll policies to be taken out pursuant to this Clause are to be taken out in the ,ointnames of the Company and the Employer"

";.< COPIES

!/"."! 2uplicate or certified copies of the policies and all renewal certificates andendorsement slips shall be lodged by the Company with the Employer"

";.; PREMIUMS

!/"/"! 4he Company shall pay or cause to be paid all premiums and other money payable inrespect of any policy of insurance to be effected hereunder as the same shall becomedue and payable and will in respect of any such policy of insurance produce to theEmployer the policy of insurance and the receipts for the payment of each premium

payable there under (or other proof of payment to the Employers satisfaction) uponthe Employers re*uest to the Company so to do"

!/"/"% $f the Company shall fail to procure or maintain any insurance re*uired pursuant tothis Clause !/ and such insurance is not procured or maintained by the <enders or any other party5 the Employer shall have the right to procure such insurance at thecost of the Company in accordance with the re*uirements of this Clause !/"

";.> DESTRUCTION

!/"F"! $f the 9orks or any part thereof or any of the temporary works5 construction plant5

materials or other things in the Concession +rea is damaged or lost by any risk insured against pursuant to this clause5 the Company shall use the insurance moneyavailable (and to the extent that the same may be insufficient5 use its own funds) torepair5 replace and make good damage or loss"

"> C%sto0s D%ti's nd I0port Controls

">." CUSTOMS DUTIES AND TA5ES

!F"!"! 4he Employer encourages the Company and its contractors to incorporate as muchlocally produced material5 e*uipment5 and supplies as possible in the construction

and operation of the Pro,ect"

(!!-)



!F"!"% $n accordance with existing ?oP undertakings5 sub,ect to any revision before8inancial Close5 the Company has the right to import plant and e*uipment re*uiredfor the construction and operation of the Pro,ect5 without payment of customsduties5 sales tax5 or any other form of tax5 levy or surcharge5 provided that such

plant and e*uipment is to be reexported"

">. RE&E5PORT

!F"%"! 4he Employer may5 as provided by the <aws of Pakistan5 at any time re*uire theCompany to reexport any items or e*uipment used in the construction of thePro,ect that are not reasonably re*uired for the Company to operate and maintainthe Pro,ect5 unless the company agrees promptly to pay the normal customs dutiesfor those items and e*uipment" 4he Company shall be afforded three () months5 or as stated in Particular Conditions of Contract5 following notification by theEmployer5 to reexport any such items or e*uipment re*uired to be reexported bythe Employer"

">.8 E5PORT AND RE&IMPORT

!F""! 4he Company shall be entitled to export without restriction all items of plant andmachinery imported by it for permanent installation in the Pro,ect for the purpose of repair or refurbishment outside Pakistan and to reimport the same withoutrestriction and without payment of customs duties5 and the Employer shall5 at there*uest of the Company5 expedite the issuance of any Consent re*uired for theexport of such plant and machinery"

"7 For'i4n E/+-n4' nd Trns'r o F%nds

"7." FOREIGN E5C$ANGE REGU#ATION

!0"!"! 8oreign currency exchange and transfer abroad of all funds related to the Pro,ectshall be governed by the 8oreign Exchange egulation +ct !0>/ of Pakistan incon,unction with the Protection of Economic eforms +ct of !00% of Pakistan bothas amended from time to time"

"7. USE OF PAKISTAN BANK ACCOUNTJ E5CEPTIONS

!0"%"! +ll of the Companys transactions related to the Pro,ect that re*uire foreignexchange5 including debt servicing and repatriation of earnings5 will be initiatedthrough bank accounts in Pakistan5 provided5 however5 that foreign exchange

provided by foreign <enders5 li*uidated damages paid by foreign contractors or

vendors5 proceeds of insurance and reinsurance by foreign insurers5 and any other foreign sources that are used to pay foreign contractors5 vendors5 insurers5 reinsurer or <enders may be paid directly to such persons and not conducted through bank accounts in Pakistan"

"7.8 CONSENT TO FOREIGN CURRENC: ACCOUNTS

!0""! 4he Company shall obtain the Consent of the &tate 7ank of Pakistan for theCompany and its contractors to open5 operate5 and retain earnings of foreigncurrency bank accounts inside Pakistan (including5 without limitation5 the paymentof all foreign exchange received by the Concession Company into such accounts and

withdrawals there from)"

(!!.)



!0""% 4he Company shall obtain the Consent of the &tate 7ank of Pakistan to maintain bank accounts outside Pakistan and transfer such funds from its accounts in Pakistanto its accounts maintained outside Pakistan as are necessary to implement and carryout the Pro,ect in accordance with these Conditions"

"7.? FREE TRANSFER OF NECESSAR: FUNDS

!0">"! $n accordance with existing ?oP undertakings the Company shall be permitted thefree transfer of all funds and financial settlements necessary to implement and carryout the Pro,ect or the implementation of this +greement or any other relevantagreement"

"7.6 E5C$ANGE RISK INSURANCE

!0"-"! $f re*uired5 the Employer will assist the Company to obtain 8oreign Exchange isk $nsurance from the =ational 7ank of Pakistan5 upon proper application by theCompany in the Prescribed 8orm and payment by the Company of the Prescribed8ees"

! Assi4n0'nt S%+ontr+tin4 nd S%stit%tion

!." ASSIGNMENT

%1"!"! =o assignment5 transfer or substitution by either Party of this +greement or suchPartys rights or obligations hereunder shall be effective without the prior writtenconsent of the other Party"

!. SUBCONTRACTING

%1"%"! 4he Company is permitted to enter into contracts with third parties both local and

international for the carrying out of the 9orks"

!.8 SUBSTITUTION

%1""! =otwithstanding the provisions of &ub Clause %1"!5 the Employer acknowledges andagrees that the Company may grant to the <enders securities with regard to thefinancing of the Concession (including construction costs5 operation andmaintenance costs5 and cash flow re*uirements) and that such securities may include5

but not be limited to5 the right for the <enders (and@or any entity appointed by the<enders5 such entity being hereafter called the &ubstituted Entity) to be substitutedfor the Company in the event of a continuing default by the Company to meet its

obligations under the Concession +greement and@or any of the +greements enteredinto by the Company to ensure the financing of the Concession"

%1""% 4he Employer agrees that in the event that the &ubstituted Entity is substituted for the Company5 the &ubstituted Entity shall automatically be substituted to all rights5

benefits and securities of the Company under the Concession +greement5 and theEmployer undertakes to give or procure all consents and@or approvals as may bere*uired to ensure the effectiveness of such substitution"

%1"" $n respect of the provisions of &ub Clause %1""!5 the Employer also agrees that thePro,ect Escrow +ccount may be placed under <ien by a <ender or <enders5 if

re*uired"

(!!/)



" Pro,isions R'ltin4 to #'nd'rs nd In,'stors

"." SECURIT: PACKAGE

%!"!"! 4he Employer shall not take any discriminatory action which materially andadversely affects the interests of the <enders or the $nvestors under the &ecurityPackage"

". EN3O:MENT OF RIG$TS

%!"%"! 4he Employer shall not take any discriminatory action which materially andadversely affects the Pro,ect or the performance of the Companys obligations or en,oyment of the Companys rights under the &ecurity Package or except ashereinafter provided seek the expropriation or compulsory ac*uisition of the Pro,ector the Company5 whether in whole or in part" $f a nondiscriminatory action of theEmployer or the ?P shall cause any such material and adverse effect5 the Employer shall5 at the re*uest of the Company5 use its endeavors or recommend to the ?oP5 asthe case may be5 to mitigate such effect"

".8 AC2UISITION OF S$ARES OR ASSETS

%!""! 4he Employer undertakes that it will not expropriate5 compulsorily ac*uire or nationalize the Company or any shares in5 or assets of5 the Company prior to thetermination of this +greement or the transfer of the Pro,ect in accordance with theseConditions and will endeavor to ensure that the Company5 its shares and assets arenot so expropriated5 compulsorily ac*uired or nationalized by any 8ederal5Provincial or local authority or any other public sector entity"

".? RESTRICTION OF TRANSFER OF S$ARES

%!">"! 4he Company shall ensure that no $nitial &ponsor shall transfer any rdinary &hareCapital owned by it at any time prior to the Construction Completion 2ate or for a

period of six (.) years after the Construction Completion 2ate5 except for:

(a) a transfer to another $nitial &ponsorM or

(b) sub,ect to the national security interests of Pakistan as such interests shall bedetermined in the sole discretion of the Employer5 a transfer to an affiliatecorporation of any $nitial &ponsorM or

(c) a transfer re*uired by any <aws of Pakistan or by the operation of the <awsof Pakistan or by order of a court5 tribunal5 or governmental authority or agency with appropriate ,urisdictionM or

(d) a transfer resulting from the creation or enforcement of a security interest inor over any rdinary &hare Capital in accordance with the &ecurity PackageMor

(e) a transfer to which the Employer has given its approvalM or

(f) a transfer as part of a public offeringM provided5 that the $nitial &ponsorsretain more than fiftyone (-!G) percent of the outstanding rdinary &hareCapital"

%!">"% 4he Company shall ensure that no $nitial &ponsors shall transfer any rdinary &hare

Capital after the expiry of a period of six (.) years from the ConstructionCompletion 2ate except with prior written approval of the EmployerM provided

(!!F)



however5 the Employer hereby agrees that such approval shall be granted unless theEmployer determines in its sole discretion that such a transfer would be pre,udicialto the national security interests of Pakistan"

".6 CONSU#TATION ON MODIFICATION TO T$IS AGREEMENT

%!"-"! $f the Company advises the Employer that any amendments5 modifications or

revisions to the +greement are necessary or desirable to satisfy re*uirements of the<enders and investors5 the Employer and the Company shall promptly consult as toany mutually acceptable action necessary or desirable under the circumstances andnegotiate in good faith with a view toward amending5 modifying and revising the+greement in a mutually satisfactory manner"

Finn+'

." COMPAN: TO OBTAIN FINANCE

%%"!"! 4he Company shall be responsible for obtaining all the finance5 both debt and e*uity5

necessary to construct5 operate and maintain the Pro,ect" 4he Employer@?oP willnot provide any sovereign guarantee of repayment"

%%"!"% 4he Company shall achieve 8inancial Close within > months5 or as stated inParticular Conditions of Contract5 after the Effective 2ate"

%%"!" 4he Company shall from the outset and at all times maintain an e*uity in the Pro,ectof at least 1 percent or as stated in Particular Conditions of Contract"

%%"!"> Employer encourages participation of local investors in the Pro,ect5 the Companyshall be obliged to associate with local partners where e*uity holding of local

partners shall not be less than >1G5 or as stated in the Particular Conditions of

Contract"

. FINANCIA# RECORDS AND STATEMENTS

%%"%"! 4he Company shall carry out its business and affairs with due diligence and efficiencyand in accordance with sound financial and commercial standards and practices andshall keep full and particular accounts of its business and affairs and cause the sameto be properly posted up to date"

%%"%"% 4he Company shall permit any person authorized in writing to that effect by theEmployer to have access to or to examine or to inspect any accounts5 books5

records5 documents"

%%"%" 4he Company shall furnish yearly to the Employer a copy of its annual reporttogether with the related financial statement and auditors reports"

.8 S$ARING OF NET RETURN OF PRO3ECT

%%""! 4he Company will share a Gage5 as mentioned in Particular Conditions of Contract5of the ?ross evenue with ?P initially for number of years as mentioned inParticular Conditions of Contract" 4he annual sharing of ?ross evenue thereafter is given in +ppendix to 7id"

(!!0)



%%""% 4he Parties shall be paid the due amounts as determined by the perations +uditorsin each subse*uent year from the Pro,ect Escrow +ccount upon receipt of theappropriate ,oint certificate of the perations +uditors"

8 T/'s nd Fis+l Con+'ssion

8." TA5ES AND DUTIES

%"!"! +ll present and future federal5 provincial5 municipal or other lawful income and other taxes5 duties5 levies5 or other impositions applicable to the Company5 the Pro,ect5 theCompany employees5 and the Companys other assets shall be paid by the Companyin accordance with the re*uirement of the <aws of Pakistan" 4he Employer will notassume any tax liability whatsoever on behalf of the Company"

%"!"% =otwithstanding &ub Clause %"!"!5 the Company shall en,oy the specificconcessions on customs duties and taxes applying to the importation of materials ande*uipment as has already been provided for by the ?oP as specified in Clause !F"

8. TA5ATION OF #ENDERS

%"%"! $n accordance with existing ?oP undertakings5 for the duration of the ConcessionPeriod and any extension thereof5 the nonresident <enders shall not be sub,ect totaxation in Pakistan regarding their income from interest5 markup5 fees5 or other

payments arising from loans extended to the Company for the purposes of the designand construction of the Pro,ect and the financing provided to the Company for thePro,ect5 sub,ect5 however5 to fulfillment of all applicable conditions specified in therelevant bilateral tax treaty applicable to each <enders country"

8.8 TA5ATION OF FOREIGN IN9ESTORS

%""! 8oreign investors will be governed by the bilateral tax treaties with their respectivecountries" $f there is no bilateral tax treaty between Pakistan and any foreigninvestors country of residence5 the foreign investor will be taxed in accordance withthe <aws of Pakistan"

? For+' M'%r'

?." GENERA#

%>"!"! =either the Employer nor the Company shall be in breach of its obligations under

these Conditions if it is unable to perform or fulfill any of its obligations hereunder asa result of the occurrence of an event of force ma,eure" 4he expression 8orce#a,eure means an event or circumstance or combination of events or circumstancesthat is beyond the reasonable control of a Party5 and the adverse effect of whichcould not have been prevented5 overcome or remedied in whole or part by theaffected Party through the exercise of diligence and reasonable care" 8orce #a,eureshall include but not be limited to:

(a) war5 hostilities (whether declared or not)5 invasion5 act of foreign enemies5rebellion5 revolution5 insurrection5 military or usurped power5 civil war5terrorism5 civil commotion or sabotageM

(b) nuclear explosion5 radioactive or chemical contamination5 ionising radiationM

(!%1)



(c) strikes5 works to rule or goslows that extend beyond the Pro,ect5 arewidespread or nationwide5 or that are of a political nature5 such as5 by way of example and not limitation5 labor actions associated with or directed againsta Pakistan political party5 or those that are directed against the Company (or its contractors) as part of a broader pattern of labor actions againstcompanies or facilities with foreign ownership or managementM and

(d) natural catastrophe including but not limited to earth*uakes5 floods5subsidence5 lightning and exceptionally inclement weather"

?. NOTIFICATION OF FORCE MA3EURE

%>"%"! $f an event of force ma,eure occurs the Company shall immediately notify theEmployer in writing of the occurrence of such event and of the cessation of suchevent"

?.8 TERMINATION B: FORCE MA3EURE

%>""! $f a Party considers the event of force ma,eure to be of such severity or to be

continuing for such a period of time that either Party is unable to perform any of itsobligations hereunder5 the +greement may be terminated by that Party giving noticein writing to the other Party"

6 E/pir E/t'nsion R'pl+'0'nt nd T'r0intion

6." E5PIR: DATE

%-"!"! 4he +greement shall be terminated on the Expiry 2ate5 unless terminated earlier pursuant to &ub Clause %-"> or &ub Clause %-"- or extended pursuant to &ub Clause%-"%"

6. E5TENSION OF CONCESSION PERIOD

%-"%"! 4he Concession Period may be extended by mutual written agreement between theParties hereto in accordance with the provisions of these Conditions"

%-"%"% 4he Concession Period may5 with mutual written agreement5 be extended tocompensate for:

(a) any delay attributable to any change in the 2esign or the 9orks re*uired bythe Employer5 pursuant to &ub Clause !!"F"%5 or attributable to a change inlegislation or regulation after the Effective 2ate5 pursuant to &ub Clause

-"%"%M(b) any delay in obtaining land rights5 pursuant to &ub Clause 0"M

(c) any disruption of a type referred to in &ub Clause !1 caused by works carriedout by Public ;tility companiesM

(d) any disruption caused by other works5 pursuant to &ub Clause !!"!"%M and

(e) any delay caused by an event of 8orce #a,eure (as defined in Clause %>)"

6.8 REP#ACEMENT OF CONCESSION AGREEMENT

%-""! 2uring the period at least nine (0) months and not more than twenty four (%>)months before the Expiry 2ate5 or as stated in the Particular Conditions of Contract5either Party may re*uire the other to negotiate with a view to replacing the

(!%!)



Concession on the Expiry 2ate on mutually acceptable terms with an operating andmaintenance contract"

%-""% $n the event mutual agreement on terms and conditions for an operating andmaintenance contract is not reached eight (F) months before the Expiry 2ate5 theEmployer may invite competitive bids for the operation and maintenance of thePro,ect or any part thereof from other pre*ualified parties" =ot later than three ()

months before the Expiry 2ate the Employer shall advise the Company of itsdecision regarding the operation of the Pro,ect following the Expiry 2ate" $f theEmployer decides to invite competitive bids5 the Company shall have the right () to

participate in such competitive bidding5 and () match the best of the offers receive by the Employer in response to its invitation for bids5 and if so matched5 shall beawarded the operating and maintenance contract"

6.? TERMINATION ON DEFAU#T OF T$E COMPAN:

%-">"! &ave as otherwise provided in these Conditions if:

(a) the Company fails to achieve 8inancial Close within > months5 or a period

as stated in Particular Conditions of Contract5 after the Effective 2ateM or

(b) the Company without reasonable cause fails to commence the constructionof the 9orks within the period specified or fails thereafter to showsatisfactory progress in the construction of the sameM or

(c) the Company is persistently or flagrantly in breach of any material obligationsunder these ConditionsM or

(d) an order is made or a resolution is passed for winding up of the Company(except for the purpose of reconstruction or amalgamation not involving therealization of assets in which the interests of creditors are protected)M or

(e) the Company goes into li*uidation or a receiver is appointed of the assets of the Company or the Company makes an assignment for the benefit of or enters into arrangement or composition with its creditors or stops paymentor is unable to pay its debtsM or

(f) execution is levied against a substantial portion of the Companys assets5unless it has instituted proceedings in good faith to set aside such executionM

4he Employer shall give notice in writing to the Company specifying the default andre*uiring the Company to remedy the said default within three () months5 or asstated in Particular Conditions of Contract after the date of the notice or suchfurther period as the Employer and the Company may mutually agree on" $f the

Company fails to remedy such default within the stipulated period the Employer mayterminate this +greement by serving upon the Company written notice to this effect"

6.6 TERMINATION ON DEFAU#T OF T$E EMP#O:ER

%-"-"! $f the Employer without reasonable cause fails to perform or fulfill any of itsobligations hereunder which adversely affect the right and authority of the Companyto collect and retain tolls or results in a nonpayment of any amount payable to theCompany by the Employer under this +greement5 the Company may give notice inwriting to the Employer specifying the default and re*uiring the Employer to remedythe said default within three () months5 or as stated in Particular Conditions of Contract5 after the date of the notice or such further period as the Company and theEmployer may mutually agree on" $f the Employer fails to remedy such default

(!%%)



within the stipulated period the Company may terminate this +greement by servingon the Employer a written notice to this effect"

6.< E5PROPRIATION OR NATIONA#ISATION

%-"."! $f the ?oP expropriates or nationalizes the Company or otherwise takes over effective control5 the Concession +greement shall forthwith terminate and the

Company shall have no further obligations to the Employer under these Conditions"

< Trns'r Upon E/pir

<." SCOPE OF TRANSFER

%."!"! 4he scope of transfer covers:

(a) all the physical assets comprising the Pro,ect procured or added from time totime in accordance with this +greement" 4he transfer will take place on theExpiry 2ate from the Company to the Employer or its nominee(s)M and

(b) contracts@agreements signed by the Company with business5 trade5 employeesand labor which include periods after the Expiry 2ate (the ContinuingContracts)5 but only to the extent that the Companys obligations andliabilities there under will become due and payable on or after the Expiry2ate" 4he Company shall be responsible for all obligations and liabilities inrespect of the Continuing Contracts not covered by this Clause"

<. TRANSFER PROCEDURE

%."%"! 4he Company has the obligation to hand over the Pro,ect to the Employer in a properly maintained and operational condition and thereafter shall cease to have anyliability for maintenance of the same"

%."%"% 4he Company shall5 not later than nine (0) months5 or as stated in Particular Conditions of Contract5 prior to the expiry of the Concession5 provide to theEmployer an inventory of all its e*uipments and materials and fixtures on the Pro,ectand shall not remove such e*uipments and materials or fixtures there from withoutthe prior approval of the Employer but5 sub,ect thereto5 shall remove there fromsuch e*uipments and materials and fixtures as the Employer may then specify"

%."%" =inety (01) days5 or a period as mentioned in Particular Conditions of Contract5 before the Expiry 2ate5 the Employer shall5 at its sole cost and expense5 appoint anindependent engineer to inspect the physical assets of the Company including all civil

works5 installations5 e*uipment and facilities" 4he engineer together with theperations +uditors shall make a ,oint inspection of the Pro,ect and all its assets"

%."%"> 4he perations +uditors shall issue a ,oint Certificate of 4ransfer confirming theacceptable condition of the Pro,ect or otherwise specifying what obligations of theCompany are to be covered by the 4ransfer &ecurity"

%."%"- 4he Pro,ect shall be deemed to be in an acceptable condition only if the independentengineer is satisfied that all elements of the Pro,ect are of an ade*uate condition suchthat5 in his professional opinion:

(a) no heavy repairs to ma,or components of the Pro,ect or structural overlay to

the pavement will be re*uired within - years5 or as stated in Particular Conditions of Contract5 from transferM

(!%)



(b) no ma,or replacement or rehabilitation of ma,or plant@e*uipment such as tollcollection5 lighting or traffic management e*uipment5 generators etc will bere*uired within - years5 or as stated in Particular Conditions of Contract5from transferM and

(c) no heavy repairs to structures will be re*uired within !1 years5 or as stated inParticular Conditions of Contract5 from transfer"

&uch necessary provisions relevant to specific sector of the Pro,ects may beincorporated in the Particular Conditions of Contract"

%."%". 4he Company shall ensure that all the physical assets of the Company as on theExpiry 2ate are free of all <iens5 (other than <iens under the security package andsuch other liens that may have been approved by the Employer) and the assets shall

be transferred free of all <iens (except as aforesaid)"

%."%"/ 4he Company shall obtain prior approval of the Employer for all ContinuingContracts before entering into such contracts@agreements5 and shall be responsiblefor clearing all liabilities and payments concerning the Continuing Contracts that

have become due and payable on or before the Expiry 2ate"

%."%"F 4he Company shall on the Expiry 2ate cease to operate and maintain the Pro,ect andshall remove from the Pro,ect all its workmen5 employees5 servants5 agents andcontractors and vacate the Pro,ect completely within two (%) weeks5 or period asstated in Particular Conditions of Contract5 after the Expiry 2ate"

<.8 RE9ERTING OF ASSETS

%.""! ;pon the expiry of the Concession and without pre,udice to any claims which either Party may have against the other Party prior to the Expiry 2ate all rights andentitlement of the Company in respect of the Concession and the Concession +rea

shall revert to5 vest in or remain vested in the Employer (as the case may be)"

; Trns'r Upon Erl T'r0intion

;." PA:MENTS TO #ENDERS

%/"!"! $f:

(a) the Concession is terminated by the Company pursuant to &ub Clause %-"-Mor

(b) the ?oP expropriates or nationalizes the Company pursuant to &ub Clause

%-".M

the Employer shall pay to the <enders within six months5 or as stated in Particular Conditions of Contract5 after the 4ermination 2ate or the date of expropriation (asthe case may be) an amount e*ual to the aggregate amount owing to the <enders atthe date of payment (having taken into account the value of any security5 includingany tolls5 at that time5 held by the <enders) or shall otherwise assume the liabilitiesand obligations of the Company to the <enders within such period as aforesaid"

;. PA:MENT TO T$E COMPAN:

%/"%"! $f the Concession is terminated by the Company pursuant to &ub Clause %-"-5 or if

the ?oP expropriates or nationalizes the Company pursuant to &ub Clause %-".5 theEmployer shall pay to the Company within six months after the 4ermination 2ate:

(!%>)



(a) the amount (if any) by which the Ialue of the Completed 9orks exceeds theaggregate of the amounts paid or the liabilities and obligations pursuant to&ub Clause %/"! and all amounts as at the 4ermination 2ate owing to theEmployer by the Company under these ConditionsM and

(b) an amount e*ual to the amount of interest which would have occurred on themoneys invested in the Company by the shareholders of the Company as if interest had occurred on such amounts from the relevant dates of payment tothe date of payment by the Employer on an annual basis at a rate of !%

percent per annum or as mentioned in the Particular Conditions of Contract5less any net dividends or interest received by the shareholders of theCompany" &uch amount to be determined as aforesaid by the perations+uditors and to be agreed between the parties hereto or5 in the absence of such agreement5 referred to arbitration pursuant to Clause %0"

%/"%"% 8or the purpose of this Clause the Ialue of the Completed 9orks shall mean theamount ,ointly certified by the perations +uditors to be the aggregate as at the4ermination 2ate of:

(a) the value of the completed construction works and uncompleted works(including all materials supplied) at the 4ermination 2ate as certified by thePro,ect Engineer appointed pursuant to &ub Clause "-M

(b) all amounts the Company is legally liable to pay under any contract for the9orks and the construction implementation of the Pro,ect including but notlimited to:

(i) civil worksM

(ii) materialsM and

(iii) construction worksM

(c) all design5 management and consulting costs and fees for professionalservices incurred by the Company in relation to the ConcessionM and

(d) all interest and capitalized interest and other financing costs and expensesincurred by the Company in connection with the financing of the Concession"

;.8 OB#IGATIONS OF T$E COMPAN:

%/""! $n the case of termination of the Concession prior to the completion of the Pro,ect5the Company shall cease all construction works and remove from the site of theconstruction works all its workmen5 employees5 servants5 agents and contractors andvacate the site of the construction works completely within two (%) weeks after the

4ermination 2ate"

%/""% $f the Company is operating and maintaining the Pro,ect5 the Company shallforthwith cease to operate and maintain the Pro,ect and the Company shall removefrom the Pro,ect all its workmen5 employees5 servants5 agents and contractors andvacate the Pro,ect completely within two (%) weeks5 or as stated in Particular Conditions of Contract5 after the 4ermination 2ate"

%/"" Except as expressly agreed to by the Employer all construction contracts5maintenance contracts and contractors relating to the Pro,ect entered into by theCompany and then subsisting shall be determined and the Employer shall not be

liable for any termination costs arising thereby and shall be indemnified and heldharmless by the Company in respect of the same"

(!%-)



;.? TRANSFER PROCEDURE

%/">"! 4he Employer shall5 at its sole cost and expense5 appoint an independent engineer toinspect the physical assets of the Company including all civil works5 installations5e*uipment and facilities" 4he engineer together with the perations +uditors shallmake a ,oint inspection of the Pro,ect and all its assets" 4he condition of the Pro,ectshall be determined in accordance with the criteria specified in &ub Clause %."%"-"

%/">"% 4he perations +uditors shall issue a ,oint Certificate of 4ransfer confirming theacceptable condition of the Pro,ect or otherwise specifying what obligations of theCompany are to be covered by the 4ransfer &ecurity"

;.6 RE9ERTING OF ASSETS

%/"-"! ;pon the early termination of the Concession5 and where such early termination is pursuant to &ub Clauses %-"- or %-". also upon payment of all sums payable under this Clause %/ by the Employer5 and without pre,udice to any claims which either

party hereto may have against the other prior to the 4ermination 2ate all rights andentitlement of the Company in respect of the Concession and the Concession +reashall revert to5 vest in or remain vested in the Employer (as the case may be)"

> Pro,isions Appli+l' to Trns'rs G'n'rll

>." #ENDERS SECURIT: UNAFFECTED B: TRANSFER

%F"!"! =otwithstanding anything to the contrary to these Conditions5 the transfer to theEmployer of the assets5 movable and immovable5 comprised in the Pro,ect5 whenever occurring5 will only take place sub,ect to all rights that the <enders may then haveunder the 8inancing +greement or any security for the Companys indebtedness thereunder that the <enders may have in respect of the Pro,ect"

>. TRANSFER COSTS AND E5PENSES

%F"%"! 4he Company shall be responsible to bear all costs and expenses of transfer5including stamp duties5 legal5 appraisal and other charges and fees"

>.8 SPECIA# INDEMNIFICATION

%F""! 4he Company shall indemnify the Employer from any or all claims5 liabilities andcharges resulting from any act or omission by the Company in connection with theconstruction5 operation and transfer of the Pro,ect before or till the transfer (other

than claims5 liabilities or charges resulting from the Employers acts or omissions)and defend all suits and legal proceedings by third parties in respect thereof"

%F""% 4he Employer shall indemnify the Company from any or all claims5 liabilities andcharges resulting from any act or omission by the Employer in connection with thetransfer or operation of the Pro,ect on or after the transfer (other than claims5liabilities or charges resulting from the Companys acts or omissions) and defend allsuits and legal proceedings by third parties in respect thereof"

(!%.)



7 R'sol%tion o Disp%t's

7." AMICAB#E SETT#EMENT

%0"!"! $f any dispute or difference of any kind whatsoever shall arise between the Employer and the Company in connection with or arising out of this +greement5 the Partiesshall attempt to settle such dispute in the first instance within thirty (1) days5 or as

specified in Particular Conditions of Contract5 by mutual discussion between theCompany and the Employer"

%0"!"% $f the dispute cannot be settled by mutual discussion5 the dispute shall be dealt within accordance with this Clause"

7. E5PERT DETERMINATION

%0"%"! $f the dispute is5 or relates to5 whether:

(a) (but only where the Employer and the Company have agreed that this Clauseshall apply to such dispute) the Company is undertaking the 9orks in a

proper and workmanlike manner5 using good *uality materials5 plant ande*uipment or in accordance with the re*uirements of these ConditionsM or

(b) (but only where the Employer and the Company have agreed that this Clauseshall apply to the dispute) the utline 2esign5 2esign Proposal or 2etailed2esign diverge from statutory re*uirementsM or

(c) to any other dispute which the parties agree should be dealt with under thisClauseM the dispute shall be determined by one independent expert in therelevant field or by an independent expert in each of the relevant fields (if there is more than one field) as agreed upon and appointed ,ointly by theParties" $n the event that the Parties hereto cannot agree on such

appointment5 upon the application of either party the independent expert(s)shall be appointed by !1istan Engineering Council -"

%0"%"% 4he decision of the independent expert shall be made as an expert and not as anarbitrator and shall be final and binding on the Parties and the Company and theEmployer shall share e*ually the costs incurred by any such expert in making thedetermination unless otherwise awarded by the expert"

7.8 ARBITRATION AND GO9ERNING #AW

%0""! $f any dispute or difference shall arise between the Parties hereto touching anyClause5 matter or thing whatsoever herein contained or the operation or constructionthereof or any matter or thing in any way connected with this +greement or therights duties or liabilities of either of the Parties under or in connection with this+greement and such dispute or difference cannot be settled through mutualdiscussion or expert determination then5 and in every such case5 the dispute or difference shall be referred to arbitration under the following provisions:

(a) 4he rights and obligations of the Parties under or pursuant to theseConditions shall be governed and construed according to the <aws of Pakistan"

(b) 4he dispute shall be referred to arbitration and finally settled in $slamabad inaccordance with the Pakistan +rbitration +ct5 !0>15 and any amendment or

substitution thereof" $f the Parties cannot agree to the appointment of a solearbitrator each Party shall appoint an arbitrator and the arbitrators shall5

(!%/)



and shall be in the amount as stated in Particular Conditions of Contract to securethe Companys obligations5 liabilities5 warranties5 indemnities5 representations5guarantees and responsibilities under this +greement in relation to the transfer of thePro,ect in accordance with this +greement"

8!.? FURT$ER PROCUREMENT OF PERFORMANCE SECURITIES

1">"! 4he Company hereby undertakes that5 if a demand is made under any ConstructionPhase security with a result that the amount (if any) available under that performance&ecurity is less than five percent (-G) of the contract value of the works at that timeremaining to be performed5 the Company will ensure that a further performance&ecurity will be issued to the Employer in accordance with this Clause 1 beforecontinuing with further construction of the work to the intent that the Employer thenholds a performance &ecurity or &ecurities having an aggregate value of not lessthan five percent (-G)5 or as stated in Particular Conditions of Contract5 of thecontract value of the construction works at that time remaining to be performed"

1">"% 4he Company hereby undertakes that5 if a payment is made under any perations

Phase security a further security in the form of a performance &ecurity in an amountnot less than the amount so paid shall be issued to the Employer within four (>)weeks5 or as stated in Particular Conditions of Contract5 of the date of such

payment"

8!.6 ASSIGNMENT OF SECURITIES

1"-"! 4he Employer recognizes that the &ecurities mentioned in this Clause may beregarded by <enders as part of an overall &ecurity Package" 4he Employer willtherefore allow such &ecurities to be assigned to <enders5 if so re*uired" 4heEmployer will ensure to obtain the performance security for operation phase beforethe release of performance security for construction phase and security for transfer of Pro,ect must be obtained before release of the performance security for operation

phase"

8" Pro,ision o Do+%0'nts

8"." DOCUMENTS TO BE SUBMITTED TO T$E EMP#O:ER

!"!"! 4he Company shall submit to the Employer for approval the following documents infive copies on or before the dates specified:

(a) +ll designs and specifications of civil works5 services relocation5 ande*uipment as specified in +ppendix to 7id for approval by the Employer

before construction@procurement in accordance with the implementationschedule given in +ppendix to 7idM

(b) +t least sixty (.1) 2ays5 or as stated in Particular Conditions of Contract5 before 8inancial Close5 (i) the 8inancing +greements (ii) in respect of thee*uity financing of the Company5 the name of each $nvestor holding morethan five percent (-G) of the paidup capital of the Company and the totalshares held or subscribed5 as the case may be5 by such $nvestorM

(c) +t least &ixty (.1) 2ays5 or as stated in Particular Conditions of Contract5 before 8inancial Close5 copies of (i) the Construction5 Procurement andEffective Contracts as executed for the Pro,ect5 plus all amendments

executed on or before 8inancial Close5 including all schedules thereto5 and

(!%0)



(ii) a complete set of signed and scale final plans and specifications for theconstruction and e*uipping of the Pro,ect and (iii) the 8inancial PlanM

(d) +s soon as available but in no event later than the commencement of the civilworks5 the proposed schedule for the manufacture and supply5 systemcontrol5 toll collection and communications e*uipment for the Pro,ectM

(e) n or before the commencement of the civil works5 a copy of the contractors

all risks insurance policies pursuant to &ub Clause !/"M(f) 7eginning within thirty (1) 2ays of the Effective 2ate and ending on the

Construction Completion 2ate5 monthly progress reports in the formatapproved by the EmployerM and

(g) n or before the first +vailability 2ate5 a copy of the insurance policies pursuant to &ub Clause !/">"

8". COP: DRAWINGS

!"%"! 4he Company shall ensure that the Employer is provided with a complete set of Jas builtK drawings and final ight of 9ay drawings" &uch drawings shall become the property of the Employer"

!"%"% +ll costs incurred in the preparation of the Jas builtK drawings and final ight of 9ay drawings shall be borne by the Company"

8 Noti+'s

%"! +ny notice5 approval5 consent5 re*uest or other communication re*uired or permitted to be given or made under these Conditions of Contract shall be in writingin the English language and delivered to the address or sent to the facsimile number of the Employer or the Company5 as the case may be5 as mentioned in the

Concession +greement5 or facsimile number as either party may have notified thesender and shall be deemed to be duly given or made when delivered to the recipientat such address or facsimile number which is duly acknowledged"

to the Employer : =ame@+ddress

to the Company : =ame@+ddress

88 Mis+'lln'o%s Pro,isions

88." 9ARIATIONS IN WRITING

"!"! 4hese Conditions of Contract under Concession +greement may be varied or amended only by the mutual consent of the Parties" +ll such variations andamendments shall be binding only if they are in writing and are signed by dulyauthorized representatives of the Parties"

88. WAI9ERS

"%"! 8ailure by either party to enforce5 at any time5 any provision of these Conditionsshall not be construed as a waiver of its right to enforce the breach of such provisionor any other provision under these Conditions or as a waiver of any continuing5succeeding or subse*uent breach of any provision or other provision of theseConditions"

(!1)



88.8 APP#ICAB#E #AW

""! 4he Concession +greement shall be governed by and construed in accordance withthe <aws of Pakistan"

""% 4he Parties bind themselves and acknowledge and accept as final in all respects anydecision or award of an arbitration"

"" $n the event of a conflict of provincial and 8ederal <aw5 the 8ederal <aw shall prevailfor purposes of interpretation of these Conditions of Contract under Concession+greement5 unless such conflict shall be expressly waived by the Parties in writing"

""> $f any provision of these Conditions is held to be illegal or invalid under present or future laws or regulations effective and applicable during the currency of the+greement5 such provision shall be fully severable and the Concession +greementshall be construed as if such illegal or invalid provision had never comprised a partof the Concession +greement and the remaining provisions of these Conditions shallremain in full force and shall not be affected by the illegal or invalid provision or byits severance from these Conditions"

""- 4he Company shall save harmless and indemnify the Employer from and against allclaims and proceedings for or on account of infringement of any patent rights5design5 trademark or name or other protected rights5 in respect of any e*uipment5machine5 work or material used for or in connection with the Concession and fromand against all claims5 proceedings damage5 costs5 charges and expenses whatsoever in respect thereof or in relation thereto"

88.? #ANGUAGE

">"! +ll communication between the parties shall be conducted in the English language

and all notices if in any other language shall be accompanied by a translation inEnglish" $n the event of a conflict between the English text and the text in any other language5 the English text shall prevail"

88.6 CONFIDENTIA#IT:

"-"! 4he +greement and all matters pertaining hereto shall be considered a confidentialmatter and shall not be disclosed to any third party without prior mutual agreement"(&ave as re*uired by <aw or appropriate regulatory authorities or to prospective<enders or $nvestors or professional advisers of the Parties hereto)"

88.< BRIBER: AND CO##USION1INTEGRIT: PACT

"."! 4he Employer shall be entitled to terminate the Concession +greement and recover from the Company the amount of any loss resulting from such termination if theCompany shall have offered or given to any person any gift or consideration of anykind as an inducement or reward for doing5 or forbearing to do5 any action inrelation to obtaining5 or in the execution of the Concession or any other contractwith the Employer5 or for showing favor to any person in relation to the Concessionor any other contract with the Employer5 or if any of the like acts shall have beendone by any person employed by the Company or acting on its behalf (whether withor without the knowledge of the Company)5 or if the Company shall have come to

any agreement with another 7idder or number of 7idders whereby an agreed

(!!)



*uotation or estimate has been offered as a 7id to the Employer by one or more7idders"

"."% $n addition5 in case of ?P financing5 the company shall remain liable for itsundertaking given in the +ppendix to 7id for $ntegrity Pact"

(!%)



PART II & PARTICU#AR CONDITIONS OF CONTRACT

( "nstructions are rovided, as needed, in italics which should be filled in or added or modifiedas re*uired meeting the pro,ect specific re*uirements by the Employer before issuance of the7idding 2ocuments")

G'n'rl Conditions o Contr+t

Cl%s' R''r'n+'

" DEFINITIONS

4he Employer is insert nae and colete address of the Eloyer-0

J7idder or 4endererK means any person or persons5 company5 corporation5 firm or ,oint venture submitting a 7id or 4ender"

4he word J4enderK is synonymous with J7idK and the word J4ender 2ocumentsK

with J7idding 2ocumentsK"

CONCESSION

%"%"! 4he Concession Period shall be a period of insert 'o0 of years- from the Effective2ate"

+dd the following &ub ClauseM

.? Priorit o Contr+t Do+%0'nts

!" 4he Concession +greement (if completed)M

%" 4he <etter of $ntent (<o$)M

" &ummary of the 8inancial 7id fferM

>" 8inal &ummary of the Pro,ectM

-" Employers #anual of ules and egulationsM

." 4he Particular Conditions of Contract D Part $$M

/" 4he ?eneral Conditions of Contract D Part $M

F" 4he completed +ppendices to 7id (! to !-) and the 8orms

0" 4he 2rawingsM!1" 4he &pecifications(&pecial Provisions and 4echnical Provisions)M and

!!" +ny other document

8 MANAGEMENT AND SUPER9ISION

+dd the following &ub ClausesM

">" 4he Pro,ect #anager and Contractors authorised representative and his other professional engineers working at &ite shall register themselves with the PakistanEngineering Council"

(!>)



4he Contractors authorized representative at &ite shall be authorized to exerciseade*uate administrative and financial powers on behalf of the Contractor so as toachieve completion of the 9orks as per the Contract"

">"> <anguage +bility of Contractors epresentative

4he Contractors authorized representative shall be fluent in the English language"

+lternately an interpreter with ability of English language shall be provided by theContractor on full time basis"

">"- <anguage +bility of &uperintending &taff of Contractor

+ reasonable proportion of the ContractorVs superintending staff shall have aworking knowledge of the English language" $f the Contractors superintending staff is not fluent in English language5 the Contractor shall make competent interpretersavailable during all working hours in a number deemed sufficient by the Pro,ectEngineer"

">". Employment of <ocal Personnel

4he Company is encouraged5 to the extent practicable and reasonable5 to employstaff and labour from sources within Pakistan"

">"/ ates of 9ages and Conditions of <abour

4he Contractor shall pay rates ofV wages and observe conditions of labour not lessfavourable than those established for the trade or industry where the work is carriedout" $n the absence of any rates of wages or conditions of labour so established5 theContractor shall pay rates of wages and observe conditions of labour which are notless favourable than the general level of wages and conditions observed by other

Employers whose general circumstances in the trade or in industry in which theContractor is engaged are similar"

">"F Employment of Persons in the &ervice of thers

4he Contractor shall not recruit his staff and labour from amongst the persons in theservices of the Employer or the Pro,ect EngineerM except with the prior writtenconsent of the Employer or the Pro,ect Engineer5 as the case may be"

">"0 3ousing for <abour

&ave insofar as the Contract otherwise provides5 the Contractor shall provide andmaintain such housing accommodation and amenities as he may consider necessaryfor all his supervisory staff and labour5 employed for the purposes of or inconnection with the Contract including all fencing5 electricity supply5 sanitation5cookhouses5 fire prevention5 water supply and other re*uirements in connection withsuch housing accommodation or amenities" n completion of the Contract5 thesefacilities shall be handed over to the Employer or if the Employer so desires5 thetemporary camps or housing provided by the Contractor shall be removed and the&ite reinstated to its original condition5 all to the approval of the Employer"

">"!1 3ealth and &afety

(!-)



2ue precautions shall be taken by the Contractor5 and at his own cost5 to ensure thesafety of his staff and labour at all times throughout the period of the Contract" 4heContractor shall further ensure that suitable arrangements are made for the

prevention of epidemics and for all necessary welfare and hygiene re*uirements"

">"!! Epidemics

$n the event of any outbreak of illness of an epidemic nature5 the Contractor shallcomply with and carry out such regulations5 orders and re*uirements as may bemade by the ?overnment5 or the local medical or sanitary authorities5 for purpose of dealing with and overcoming the same"

">"!% &upply of 9ater

4he Contractor shall5 so far as is reasonably practicable5 having regard to localconditions provide on the &ite5 to the satisfaction of the Employer or hisrepresentative5 ade*uate supply of drinking and other water for the use of his staff and labour"

">"! +lcoholic <i*uor or 2rugs

4he Contractor shall not5 otherwise than in accordance with the &tatutes5rdinances and ?overnment egulations or rders for the time being in force5import5 sell5 give5 barter or otherwise dispose of any alcoholic li*uor or drugs5 or

permit or suffer any such importation5 sale5 gift5 barter or disposal by his&ubcontractors5 agents5 staff or labour"

">"!> +rms and +mmunition

4he Contractor shall not give5 or otherwise dispose of to any person or persons5 any

arms or ammunition of any kind or permit or suffer the same as aforesaid"

? COMPAN: REPRESENTATIONS AND CO9ENANTS

>"%"!(a) the Company shall prior to the Effective 2ate and throughout the

Concession Period maintain a minimum paidup capital of insert aount #oth in figures and /ords-

6 EMP#O:ER REPRESENTATIONS AND CO9ENANTS

-"!"!(a) it is duly created pursuant to the ?P rdinance@+ct of insert year-

-"%"(a) as soon as practicable but not later than insert fifteen (@) or as

deeed aroriate- days after any TT"

7 #AND

0"!"% 4he Employer shall make available the land so re*uired not later than a period of insert three(D) or as deeed aroriate- months before the (continued)

"" DESIGN AND CONSTRUCTION

(!.)



!!"%"! 9ithin insert four () or as deeed aroriate- weeks after the Effective 2ate theCompany shall submit the 2esign Proposal of the 9orks to the Employer for approval

!!"%"> 4he Company shall subse*uently submit the 2etailed 2esign including the design of temporary works to the Employer for approval (which approval shall not beunreasonably withheld) within insert three(D) or as deeed aroriate- months

after the Effective 2ate"

!!"."! 4he Company shall commence the construction works within insert si;(F) or asdeeed aroriate- weeks after approval of the detailed design"

+dd the following &ub Clause:

!!"." Construction &chedule and #onthly Progress eport

(a) 8or purposes of &ub Clause !!".5 the Company shall submit to the Employer a detailed construction schedule for the following:

i" Execution of 9orksM

ii" <abour EmploymentM

iii" <ocal #aterial ProcurementM

iv" #aterial $mports5 if anyM and

v" ther details as re*uired by the Employers epresentative

(b) 2uring the Construction Phase5 the Company shall submitto the Employersepresentative not later than the Fth day of the following month5 !1 copieseach of monthly Progress eports covering:

i" + Construction &chedule indicating the monthly progress in percentageM

ii" 2escription of all work carried out since the last reportM

iii" 2escription of the work planned for the next @F days sufficientlydetailed to enable the Pro,ect Engineer to determine his programme of inspection and testingM

iv" #onthly summary of daily ,ob recordM

v" Photographs to illustrate progress M and

vi" $nformation about problems and difficulties encountered5 if any5 and

proposals to overcome the same"

(c) 2uring the construction phase5 the Company shall keep a daily record of thework progress5 which shall be made available to the Pro,ect Engineer as andwhen re*uested" 4he daily record shall include particulars of weather conditions5 number of men working5 deliveries of materials5 *uantity5 locationand assignment of Contractors e*uipment"

!!"/"! 4he Company shall complete the works within "nsert construction coletion eriod- months after the Effective 2ate or (continued)

!!"0"! +ny claim by the Company which it is agreed shall be compensated by the Employer

pursuant to Clause !!"F shall be accompanied by a ,oint certificate from theperations +uditors setting out the amount payable and including detailed

(!/)



calculations of the same" 4he amounts so certified shall be paid to the Company bythe Employer within "nsert si;ty (FG) or as deeed aroriate- days after the dateof receipt of the ,oint certificate from the perations +uditors by the Employer

!!"!1"! 4he Company5 if it fails to achieve a 'ey 2ate5 shall pay to the Employer an amountof insert aount #oth in figures and /ordsR for every day of delay on account of the Companys default"

+dd the following &ub ClausesM

!!"!> &hop 2rawings

4he Company shall submit to the Employer for review copies of all shop anderection drawings applicable to Construction of 9orks"

eview and approval by the Employer shall not be construed as a complete check but will indicate only that the general method of construction and detailing issatisfactory and that the Employers review or approval shall not relieve the

Company of any of his responsibilities under the Contract"

!!"!- &afety Precautions

$n order to provide for the safety5 health and welfare ofV persons5 and for preventionof damage of any kind5 all operations for the purposes of or in connection with theContract shall be carried out in compliance with the &afety e*uirements of the?overnment of Pakistan with such modifications thereto as the Pro,ect Engineer mayauthorise or direct and the Company shall take or cause to be taken such further measures and comply with such further re*uirements as the Employer maydetermine to be reasonably necessary for such purpose"

4he Company shall make5 maintain and submit reports to the Pro,ect Engineer concerning safety5 health and welfare of persons and damage to property5 as theEmployer may from time to time prescribe"

!!"!. <ighting 9ork at =ight

$n the event of work being carried out at night5 the Company shall at his own cost5 provide and maintain such good and sufficient light as will enable the work to proceed satisfactorily and without danger" 4he approaches to the &ite and the 9orkswhere the nightwork is being carried out shall be sufficiently lighted" +llarrangement adopted for such lighting shall be to the satisfaction of the Employers

epresentative"

!!"!/ 8estivals and eligious Customs

4he Company shall in all dealings with his staff and labor have due regard to allrecognized festivals5 days of rest and religious and other customs"

!!"!F 2isorderly Conduct

4he Company shall at all times take all reasonable precautions to prevent any

unlawful5 riotous or disorderly conduct by or amongst staff and labour and for the

(!F)



preservation of peace and protection of persons and property in the neighbourhoodof the 9orks against the same"

!!"!0 ecords of &afety and 3ealth

4he Company shall maintain such records and make such reports concerning safety5health and welfare of persons and damage to property as the Employer may from

time to time prescribe"

!!"%1 eporting of +ccidents

4he Company shall report to the Employer details of any accident as soon as possible after its occurrence" $n the case of any fatality or serious accident5 theCompany shall5 in addition5 notify the Pro,ect Engineer immediately by the *uickestavailable means"

".8 OPERATING PRACTICES

Eloyer ay odify these Su#HClauses #y incororating necessary rovisionsrelevant to the secific sector of the !ro.ect0

"8. RE9ENUE CO##ECTION PO#IC:

!"%"! &ub,ect to the terms and conditions of the +greement the 7ase Uear for 4olls@fees shall beinsert 9ase Iear-"

!"%"% 4he Company has the right5 but not the obligation5 to offer and negotiate toll concession packages with regular users of the Pro,ect (individuals5 companies5 government authoritiesand other bodies)"

"6 MAINTENANCE

!-""! 4hroughout the Concession Period an amount e*uivalent to G> or as deeed aroriate- of gross annual revenue shall be set aside annually in a ehabilitationEscrow +ccount5 to provide funds to be used for the maintenance of the Pro,ect inaccordance with Clause !-"!"!5 including any heavy repair as may be re*uired over and above programmed structural overlay or any other re*uirement"

"> CUSTOM DUTIES AND IMPORT CONTRO#S

!F"%"! 4he Employer may5 as provided by the <aws of Pakistan5 at any time re*uire theCompany to reexport any items or e*uipment used in the construction of thePro,ect that are not reasonably re*uired for the Company to operate and maintainthe Pro,ect5 unless the company agrees promptly to pay the normal customs dutiesfor those items and e*uipment" 4he Company shall be afforded "nsert three(D) or as deeed aroriate- months following notification by the Employer5 to reexportany such items or e*uipment re*uired to be reexported by the Employer"

FINANCE

%%"!"% 4he Company shall achieve 8inancial Close within Eloyer to insert eriod in

onths as aroriate- months after the Effective 2ate"

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%%"!" 4he Company shall from the outset and at all times maintain an e*uity in the Pro,ectof at least "nsert thirty (DG) or as deeed aroriate- percent0

%%"!"> Employer encourages participation of local investors in the Pro,ect5 the Companyshall be obliged to associate with local partners where e*uity holding of local

partners shall not be less than "nsert forty (G) or as deeed aroriate- percent"

%%""! 4he Company will share Eloyer to insert figure- percent of the ?ross evenuewith Employer for initial years" 4he annual sharing of ?ross evenue thereafter shall

be Eloyer to insert figure- percent"

%-""! 2uring the period at least Eloyer to insert eriod- months and not more thanEloyer to insert eriod- months before the Expiry 2ate5 either Party may re*uirethe other to negotiate with a view to replacing the Concession on the Expiry 2ate onmutually acceptable terms with an operating and maintenance contract"

%-">"! &ave as otherwise provided in this +greement if:

(a) the Company fails to achieve 8inancial Close within Eloyer to insert eriod- months after the Effective 2ateM

%-"-"! $f the Employer without reasonable cause fails to perform or fulfill any of itsobligations hereunder which adversely affect the right and authority of the Companyto collect and retain tolls or results in a nonpayment of any amount payable to theCompany by the Employer under this +greement5 the Company may give notice inwriting to the Employer specifying the default and re*uiring the Employer to remedythe said default within "nsert three (D) or as deeed aroriate- onths after thedate of the notice or such further period as the Company and the Employer maymutually agree on" $f the Employer fails to remedy such default within the stipulated

period the Company may terminate this +greement by serving on the Employer a

written notice to this effect"

< TRANSFER UPON E5PIR:

%."%"% 4he Company shall5 not later than "nsert one () or as deeed aroriate- months prior to the expiry of the Concession5 provide to the Employer an inventory of all itse*uipments and materials and fixtures on the Pro,ect and shall not remove suche*uipments and materials or fixtures there from without the prior approval of theEmployer but5 sub,ect thereto5 shall remove there from such e*uipments andmaterials and fixtures as the Employer may then specify" "nsert nine () or asdeeed aroriate-

%."%" "nsert si;ty (FG) or as deeed aroriate- days before the Expiry 2ate5 theEmployer shall5 at its sole cost and expense5 appoint an independent engineer toinspect the physical assets of the Company including all civil works5 installations5e*uipment and facilities" 4he engineer together with the perations +uditors shallmake a ,oint inspection of the Pro,ect and all its assets"

%."%"- 4he Pro,ect shall be deemed to be in an acceptable condition only if the independent engineer is satisfied that all elements of the Pro,ect are of an ade*uate condition such that5 in his

professional opinion: Eloyer ay aend the follo/ing su# aragrahs (a),(#) and (c)to suit the secific sector of the ro.ect-

(a) no heavy repairs to ma,or components of the Pro,ect or structural overlay to the

pavement will be re*uired within @ years or as deeed aroriate- from transferM

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(#) no ma,or replacement or rehabilitation of ma,or plant@e*uipment such as tollcollection5 lighting or traffic management e*uipment5 generators etc will be re*uiredwithin @ years or deeed aroriate- from transferM

(c) no heavy repairs to structures will be re*uired within G years or as deeed aroriate- from transferM and

(d) Any other re4uireent-

%."%"F 4he Company shall on the Expiry 2ate cease to operate and maintain the Pro,ect andshall remove from the Pro,ect all its workmen5 employees5 servants5 agents andcontractors and vacate the Pro,ect completely within "nsert three (D) or as deeed aroriate- weeks after the Expiry 2ate"

; TRANSFER UPON EAR#: TERMINATION

%/"!"! $f:

(a) the Concession is terminated by the Company pursuant to &ub Clause %-"-M

(b) the ?oP expropriates or nationalizes the Company pursuant to &ub

Clause%-".M

the Employer shall pay to the <enders "nsert si; (F) or as deeed aroriate-months after the 4ermination 2ate or the date of expropriation (as the case may be)an amount e*ual to the aggregate amount owing to the <enders at the date of

payment (having taken into account the value of any security5 including any tolls5 atthat time5 held by the <enders) or shall otherwise assume the liabilities andobligations of the Company to the <enders within such period as aforesaid"

B00 an amount e*ual to the amount of interest which would have occurred on themoneys invested in the Company by the shareholders of the Company as if interesthad occurred on such amounts from the relevant dates of payment to the date of

payment by the Employer on an annual basis at a rate of "nsert t/elve () or asdeeed aroriate- percent per annum less any net dividends or interest received

by the shareholders of the Company" &uch amount to be determined as aforesaid bythe perations +uditors and to be agreed between the parties hereto or5 in theabsence of such agreement5 referred to arbitration pursuant to Clause %0"

B00 %/""! $n the case of termination of the Concession prior to the completion of the Pro,ect5 the Company shall cease all construction works and remove from thesite of the construction works all its workmen5 employees5 servants5 agents andcontractors and vacate the site of the construction works completely within "nsert t/o () or as deeed aroriate- /ee1s after the 4ermination 2ate"

B00D %/""% $f the Company is operating and maintaining the Pro,ect5 the Companyshall forthwith cease to operate and maintain the Pro,ect and the Company shallremove from the Pro,ect all its workmen5 employees5 servants5 agents andcontractors and vacate the Pro,ect completely within "nsert t/o () or as deeed aroriate- /ee1s after the 4ermination 2ate"

7 RESO#UTION OF DISPUTES

%0"!"! $f any dispute or difference of any kind whatsoever shall arise between the Employer

and the Company in connection with or arising out of this +greement5 the Partiesshall attempt to settle such dispute in the first instance within "nsert thirty (DG) or

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as deeed aroriate-days by mutual discussion between the Company and theEmployer"

8! SECURIT:

B00 1"!"! 4he Company has5 prior to the Effective 2ate5 provided the Employer with an unconditional5 irrevocable and without recourse performance &ecurity in a

form acceptable to the Employer and from a scheduled bank or an international prime bank approved by the Employer (the 7ank)" &uch performance &ecurityshall be in the amount e*uivalent to "nsert five (@) or as deeed aroriate-

percent of the Pro,ect cost5 as ad,usted from time to time5 to secure all theCompanys obligations5 liabilities5 warranties5 indemnities5 representations5guarantees and responsibilities under this +greement for this Pro,ect including theintegrity and *uality of the Companys workmanship5 the erection work@activities

performed by the Company and for e*uipment procured and provided by theCompany and all other works and services to be provided by the Company under this +greement"

1"%"! 4he Company shall provide the Employer with an unconditional5 irrevocable andwithout recourse performance &ecurity in a form acceptable to the Employer fromthe 7ank" &uch performance &ecurity shall be fully valid from the +vailability 2ateand shall be in the amount of insert aount #oth in figures and /ords- to secure allthe obligations5 liabilities5 warranties5 indemnities5 representations5 guarantees andresponsibilities under this +greement of the Company and its contractors in relationto the operation and maintenance of the Pro,ect and all other works and services to

be provided under this +greement during the perations Phase"

1""! 4he Company shall provide the Employer with an unconditional5 irrevocable andwithout recourse performance &ecurity in a form acceptable to the Employer from

the 7ank" &uch performance &ecurity shall be fully valid from the Effective 2ateand shall be in the amount of insert aount #oth in figures and /ords- to securethe Companys obligations5 liabilities5 warranties5 indemnities5 representations5guarantees and responsibilities under this +greement in relation to the transfer of thePro,ect in accordance with this +greement"

B00@ 1">"! 4he Company hereby undertakes that5 if a demand is made under anyConstruction Phase &ecurity with a result that the amount (if any) available under that performance &ecurity is less than "nsert five (@) or as deeed aroriate, #ut

sae value at #oth the laces- percent of the contract value of the works at thattime remaining to be performed5 the Company will ensure that a further performance&ecurity will be issued to the Employer in accordance with this +rticle 1 beforecontinuing with further construction of the work to the intent that the Employer thenholds a performance &ecurity or &ecurity having an aggregate value of not less than"nsert five (@) or as deeed aroriate, #ut sae value at #oth the laces-

percent of the contract value of the construction works at that time remaining to be performed"

B00F 1">"% 4he Company hereby undertakes that5 if a payment is made under anyperations Phase &ecurity a further security in the form of a performance &ecurity inan amount not less than the amount so paid shall be issued to the Employer within"nsert four () or as deeed aroriate- weeks of the date of such payment"

8 NOTICES

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%"!8or the purposes of this &ubClause5 the respective address are:

) 4he Employer :

(to #e filled in #y the Eloyer as aroriate)

) 4he Company:

(to #e filled in #y the Coany as aroriate)

88 MISCE##ANEOUS PRO9ISIONS

4he following &ubClause "/ is added:

"/ ;se of Pakistani #aterials and &ervices

4he Contractor shall 5 so far as may be consistent with the Contract5 make themaximum use of materials5 supplies5 plant and e*uipment indigenous to or producedor fabricated in Pakistan and services5 available in Pakistan provided such materials5supplies5 plant5 e*uipment and services shall be of re*uired standard"

(!>)



SPECIFICATIONS

SPECIA# PRO9ISIONSTo #e reared and incororated #y the Coany and aroved #y the

Eloyer-

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SPECIFICATIONS

TEC$NICA# PRO9ISIONSTo #e reared and incororated #y the Coany and aroved #y the

Eloyer-

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DESIGN1DRAWINGSTo #e reared and incororated #y the Coany and aroved #y the

Eloyer-

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#IST OF PEC CONTRACT DOCUMENTS

Sr.No.

N0' o t-' Do+%0'nt Stt%s

(!) &tandard 8orm of 7idding 2ocuments (Civil 9orks)(to #e used for estiated value of ore than +s0 @ Millions)

Completed

(%) &tandard 8orm of 7idding 2ocuments for Procurement of 9orks (E#)(to #e used for estiated value of ore than +s0 @ Millions)

Completed

() &tandard 8orm of 7idding 2ocuments for Procurement of 9orks(8or &maller Contracts)(to #e used for all tye of rocureent for estiated value of not orethan +s0 @ Millions)

Completed

(>) &tandard 8orm of Contract for Engineering Consultancy &ervices(8or <arge Pro,ects) D 4ime 7ased +ssignments

(to #e used for consultancy fee over +s0 Millions)

Completed

(-) &tandard 8orm of Contract for Engineering Consultancy &ervices(8or <arge Pro,ects) D <ump &um +ssignments(to #e used for consultancy fee over +s0 Millions)

Completed

(.) &tandard 8orm of Contract 8or Engineering Consultancy &ervices(8or &maller Pro,ects)(to #e used for consultancy fee not ore than +s0 Millions)

Completed

(/) &t d d P d f P lifi ti f C t t C l t d

Standard Form of Bidding Documents for Procurement

Documents

Transcript of Standard Form of Bidding Documents for Procurement