Common use of Procedure for Change of Scope Clause in Contracts

Procedure for Change of Scope. (i) In the event of the Authority determining that a Change of Scope is necessary, it may direct the Authority’s Engineer to issue to the Contractor a notice specifying in reasonable detail the Works and services contemplated thereunder (the “Change of Scope Notice”). The Contractor shall submit a detailed proposal as per Clause 13.2 (iii) within 15 days from the receipt of Change of Scope Notice. (ii) If the Contractor determines, not later than 90 days from the Appointed Date, that a Change of Scope to the Works is required, it shall prepare a proposal with relevant details as per Clause 13.2 (iii) at its own cost and shall submit to the Authority to consider such Change of Scope (the “Change of Scope Request”). (iii) Upon receipt of a Change of Scope Notice, the Contractor shall, with due diligence, provide to the Authority and the Authority’s Engineer such information as is Draft Contract AgreementPage 83 of 150 Rehabilitation and Up-gradation to 2 lane with Paved shoulder of NH-717A in Ranipool-Pakyong section from Design CH: 2.00 to CH: 6.00 (Km 3.100 to Km 7.200 of NH-717A) in the State of Sikkim on EPC Mode Feb. 2021 necessary, together with detailed proposal in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including the following details: i. break-up of the quantities, unit rates and cost for different items of work; and ii. proposed design for the Change of Scope; iii. proposed modifications, if any, to the Project Completion Schedule of the Project Highway. For the avoidance of doubt, the Parties expressly agree that, subject to the provisions of Clause 13.4 (ii), the Contract Price shall be increased or decreased, as the case may be, on account of any such Change of Scope. (iv) The parties agree that costs and time for implementation of the proposed Change of Scope shall be determined as per the following: (a) For works where Schedule of Rates (SOR) of concerned circle of State’s Public Works Department are applicable at the Base Date are available, the same shall be applicable for determination of costs. In case of non-availability of Schedule of Rates at the Base Date, the available Schedule of Rates shall be applied by updating the same based on WPI. In case the Contract Price is lower/ higher than the Estimated Project Cost as per RFP, then the SOR rates shall be reduced/ increased in the same proportion accordingly. (b) For item of Works not included in Schedule of Rates as mentioned in sub-para (a) of Clause 13.2 (iv) above, the cost of same shall be derived on the basis of MORTH Standard Data Book and the Authority’s Engineer shall determine the prevailing market rates and discount the same considering WPI to achieve the prevailing rate at the Base Date, and for any item in respect of which MORTH Standard Data Book does not provide the requisite details, the Authority’s Engineer shall determine the rate in accordance with Good Industry Practice. For the avoidance of doubt, in case the cost as determined by the Contractor and the Authority reveals a difference of more than 10% (ten per cent), the cost as determined by the Authority shall be considered as final and binding on the Contractor. (c) The design charges shall be considered only for new works or items (i.e. the Works or items not similar to the works or items in the original scope) @ 1% (one per cent) of cost of such new works or items. Draft Contract AgreementPage 84 of 150 Rehabilitation and Up-gradation to 2 lane with Paved shoulder of NH-717A in Ranipool-Pakyong section from Design CH: 2.00 to CH: 6.00 (Km 3.100 to Km 7.200 of NH-717A) in the State of Sikkim on EPC Mode Feb. 2021 (d) The costs of existing works or items, which are being changed/ omitted shall also be valued as per above procedure and only net cost shall be considered. (e) The reasonable time for completion of works to be taken under Change of Scope shall be determined by the Authority’s Engineer on the basis of Good Industry Practice and if such time exceeds the Scheduled Completion Date, the issue of Completion Certificate shall not be affected or delayed on account of construction of Change of Scope items/ works remaining incomplete on the date of Tests. (v) Upon consideration of the detailed proposal submitted by the Contractor under the Clause 13.2 (iii), the Authority, within 15 (fifteen) days of receipt of such proposal, may in its sole discretion either accept such Change of Scope with modifications, if any, and initiate proceedings thereof in accordance with this Article 13 or reject the proposal and inform the Contractor of its decision and shall issue an order (the “Change of Scope Order”) requiring the Contractor to proceed with the performance thereof. For the avoidance of doubt, the Parties agree that the Contractor shall not undertake any Change of Scope without the express consent of the Authority, save and except any works necessary for meeting any Emergency, that too with verbal approval of Authority which shall be confirmed in writing in next 3 (three) days. In the event that the Parties are unable to agree, the Authority may: (a) issue a Change of Scope Order requiring the Contractor to proceed with the performance thereof at the rates and conditions approved by the Authority till the matter is resolved in accordance with Article 26; or (b) proceed in accordance with Clause 13.5. (vi) The provisions of this Agreement, insofar as they relate to Works and Tests, shall apply mutatis mutandis to the Works undertaken by the Contractor under this Article 13. 13.3

Procedure for Change of Scope. (i) In the event of the Authority determining that a Change of Scope is necessary, it may direct the Authority’s Engineer to shall issue to the Contractor Concessionaire a notice specifying in reasonable detail the Works works and services contemplated thereunder (the “Change of Scope Notice”)thereunder. The Contractor shall submit a detailed proposal as per Clause 13.2 (iii) within 15 days from the receipt of Change of Scope Notice. (ii) If the Contractor determines, not later than 90 days from the Appointed Date, Concessionaire determines at any time that a Change of Scope to the Works is requirednecessary, it shall prepare a proposal with relevant details as per Clause 13.2 (iii) at its own cost and shall submit to by notice in writing require the Authority to consider such Change of Scope (the “Change of Scope Request”). The Authority shall, within 60 (iiisixty) days of receipt of such notice, either accept such Change of Scope with modifications, if any, and initiate proceedings therefore in accordance with this Article 21 or inform the Concessionaire in writing of its reasons for not accepting such Change of Scope Request. The notice issued by the Authority under Xxxxxx 21.2.1 or the acceptance by the Authority under Clause 21.2.2, as the case may be, shall be considered as the notice of change of Scope (the “Change of Scope Notice”). Upon receipt of a Change of Scope Notice, the Contractor Concessionaire shall, with due diligence, provide to the Authority and the Authority’s Engineer such information as is Draft Contract AgreementPage 83 of 150 Rehabilitation and Up-gradation to 2 lane with Paved shoulder of NH-717A in Ranipool-Pakyong section from Design CH: 2.00 to CH: 6.00 (Km 3.100 to Km 7.200 of NH-717A) in the State of Sikkim on EPC Mode Feb. 2021 necessary, together with detailed proposal documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction PeriodProject; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the following details: i. break-up material and labour costs calculated in accordance with the schedule of rates applicable to the quantitiesworks assigned by the Authority to its contractors, unit rates and along with the proposed premium/discount on such rates; provided that the cost for different items incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. Upon receipt of work; and ii. proposed design for information set forth in Clause 21.2.4, if the Authority decides to proceed with Change of Scope; iii. proposed modifications, if any, it shall convey its preferred option to the Project Completion Schedule Concessionaire, and the Parties shall, with assistance of the Project HighwayIndependent Engineer, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. For the avoidance of doubtUpon reaching an agreement, the Parties expressly agree that, subject to the provisions of Clause 13.4 (ii), the Contract Price shall be increased or decreased, as the case may be, on account of any such Change of Scope. (iv) The parties agree that costs and time for implementation of the proposed Change of Scope shall be determined as per the following: (a) For works where Schedule of Rates (SOR) of concerned circle of State’s Public Works Department are applicable at the Base Date are available, the same shall be applicable for determination of costs. In case of non-availability of Schedule of Rates at the Base Date, the available Schedule of Rates shall be applied by updating the same based on WPI. In case the Contract Price is lower/ higher than the Estimated Project Cost as per RFP, then the SOR rates shall be reduced/ increased in the same proportion accordingly. (b) For item of Works not included in Schedule of Rates as mentioned in sub-para (a) of Clause 13.2 (iv) above, the cost of same shall be derived on the basis of MORTH Standard Data Book and the Authority’s Engineer shall determine the prevailing market rates and discount the same considering WPI to achieve the prevailing rate at the Base Date, and for any item in respect of which MORTH Standard Data Book does not provide the requisite details, the Authority’s Engineer shall determine the rate in accordance with Good Industry Practice. For the avoidance of doubt, in case the cost as determined by the Contractor and the Authority reveals a difference of more than 10% (ten per cent), the cost as determined by the Authority shall be considered as final and binding on the Contractor. (c) The design charges shall be considered only for new works or items (i.e. the Works or items not similar to the works or items in the original scope) @ 1% (one per cent) of cost of such new works or items. Draft Contract AgreementPage 84 of 150 Rehabilitation and Up-gradation to 2 lane with Paved shoulder of NH-717A in Ranipool-Pakyong section from Design CH: 2.00 to CH: 6.00 (Km 3.100 to Km 7.200 of NH-717A) in the State of Sikkim on EPC Mode Feb. 2021 (d) The costs of existing works or items, which are being changed/ omitted shall also be valued as per above procedure and only net cost shall be considered. (e) The reasonable time for completion of works to be taken under Change of Scope shall be determined by the Authority’s Engineer on the basis of Good Industry Practice and if such time exceeds the Scheduled Completion Date, the issue of Completion Certificate shall not be affected or delayed on account of construction of Change of Scope items/ works remaining incomplete on the date of Tests. (v) Upon consideration of the detailed proposal submitted by the Contractor under the Clause 13.2 (iii), the Authority, within 15 (fifteen) days of receipt of such proposal, may in its sole discretion either accept such Change of Scope with modifications, if any, and initiate proceedings thereof in accordance with this Article 13 or reject the proposal and inform the Contractor of its decision and shall issue an order (the “Change of Scope Order”) requiring the Contractor Concessionaire to proceed with the performance thereof. For the avoidance The Authority shall, on receipt of doubt, the Parties agree that the Contractor shall not undertake any Change of Scope without the express consent of the Authority, save and except any works necessary for meeting any Emergency, that too with verbal approval of Authority which shall be confirmed in writing in next 3 (three) days. In the event that the Parties are unable to agree, the Authority may: (a) issue a Change of Scope Order requiring Request from the Contractor Concessionaire, within 30 (thirty) days of receipt of such proposal require the Concessionaire to proceed with the performance thereof at the rates and conditions approved provide all such information within () days as would be required by the Authority till the matter is resolved in accordance to finalize its decision with Article 26; or (b) proceed in accordance with Clause 13.5. (vi) The provisions of this Agreement, insofar as they relate to Works and Tests, shall apply mutatis mutandis regard to the Works undertaken approval or rejection to the Change of Scope Request and upon consideration of the same, either accept such Change of Scope Request with modifications, if any, as deemed necessary by the Contractor under this Article 13Authority (the “Change of Scope Acceptance”) or reject the Change of Scope Request and inform the Concessionaire of its decision. 13.3It is also agreed between the Parties that the Authority shall not be liable, in any manner whatsoever, on account of grant or rejection of such Change of Scope Request.

Procedure for Change of Scope. (i) In the event of the Authority determining that a Change of Scope is necessary, it may direct the Authority’s Engineer to shall issue to the Contractor Concessionaire a notice specifying in reasonable detail the Works works and services contemplated thereunder (the “Change of Scope Notice”). The Contractor shall submit a detailed proposal as per Clause 13.2 (iii) within 15 days from the receipt of Change of Scope Notice. (ii) If the Contractor determines, not later than 90 days from the Appointed Date, that a Change of Scope to the Works is required, it shall prepare a proposal with relevant details as per Clause 13.2 (iii) at its own cost and shall submit to the Authority to consider such Change of Scope (the “Change of Scope Request”). (iii) Upon receipt of a Change of Scope Notice, the Contractor Concessionaire shall, with due diligence, provide to the Authority and the Authority’s Engineer such information as is Draft Contract AgreementPage 83 of 150 Rehabilitation and Up-gradation to 2 lane with Paved shoulder of NH-717A in Ranipool-Pakyong section from Design CH: 2.00 to CH: 6.00 (Km 3.100 to Km 7.200 of NH-717A) in the State of Sikkim on EPC Mode Feb. 2021 necessary, together with detailed proposal preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the following details: i. break-up material and labour costs calculated in accordance with the schedule of rates applicable to the quantitiesworks assigned by the Authority to its contractors, unit rates and along with the proposed premium/discount on such rates; provided that the cost for different items incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. Upon receipt of work; and ii. proposed design for information set forth in Clause 16.2.2, if the Authority decides to proceed with the Change of Scope; iii. proposed modifications, if any, it shall convey its preferred option to the Project Completion Schedule Concessionaire, and the Parties shall, with assistance of the Project HighwayIndependent Engineer, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. For the avoidance of doubtUpon reaching an agreement, the Parties expressly agree that, subject to the provisions of Clause 13.4 (ii), the Contract Price shall be increased or decreased, as the case may be, on account of any such Change of Scope. (iv) The parties agree that costs and time for implementation of the proposed Change of Scope shall be determined as per the following: (a) For works where Schedule of Rates (SOR) of concerned circle of State’s Public Works Department are applicable at the Base Date are available, the same shall be applicable for determination of costs. In case of non-availability of Schedule of Rates at the Base Date, the available Schedule of Rates shall be applied by updating the same based on WPI. In case the Contract Price is lower/ higher than the Estimated Project Cost as per RFP, then the SOR rates shall be reduced/ increased in the same proportion accordingly. (b) For item of Works not included in Schedule of Rates as mentioned in sub-para (a) of Clause 13.2 (iv) above, the cost of same shall be derived on the basis of MORTH Standard Data Book and the Authority’s Engineer shall determine the prevailing market rates and discount the same considering WPI to achieve the prevailing rate at the Base Date, and for any item in respect of which MORTH Standard Data Book does not provide the requisite details, the Authority’s Engineer shall determine the rate in accordance with Good Industry Practice. For the avoidance of doubt, in case the cost as determined by the Contractor and the Authority reveals a difference of more than 10% (ten per cent), the cost as determined by the Authority shall be considered as final and binding on the Contractor. (c) The design charges shall be considered only for new works or items (i.e. the Works or items not similar to the works or items in the original scope) @ 1% (one per cent) of cost of such new works or items. Draft Contract AgreementPage 84 of 150 Rehabilitation and Up-gradation to 2 lane with Paved shoulder of NH-717A in Ranipool-Pakyong section from Design CH: 2.00 to CH: 6.00 (Km 3.100 to Km 7.200 of NH-717A) in the State of Sikkim on EPC Mode Feb. 2021 (d) The costs of existing works or items, which are being changed/ omitted shall also be valued as per above procedure and only net cost shall be considered. (e) The reasonable time for completion of works to be taken under Change of Scope shall be determined by the Authority’s Engineer on the basis of Good Industry Practice and if such time exceeds the Scheduled Completion Date, the issue of Completion Certificate shall not be affected or delayed on account of construction of Change of Scope items/ works remaining incomplete on the date of Tests. (v) Upon consideration of the detailed proposal submitted by the Contractor under the Clause 13.2 (iii), the Authority, within 15 (fifteen) days of receipt of such proposal, may in its sole discretion either accept such Change of Scope with modifications, if any, and initiate proceedings thereof in accordance with this Article 13 or reject the proposal and inform the Contractor of its decision and shall issue an order (the “Change of Scope Order”) requiring the Contractor Concessionaire to proceed with the performance thereof. For the avoidance of doubt, the Parties agree that the Contractor shall not undertake any Change of Scope without the express consent of the Authority, save and except any works necessary for meeting any Emergency, that too with verbal approval of Authority which shall be confirmed in writing in next 3 (three) days. In the event that the Parties are unable to agree, the Authority may: (a) issue , by issuing a Change of Scope Order requiring Order, require the Contractor Concessionaire to proceed with the performance thereof at pending resolution of the rates and conditions approved by Dispute, or carry out the Authority till the matter is resolved in accordance with Article 26; or (b) proceed works in accordance with Clause 13.516.5. (vi) The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the Works works undertaken by the Contractor Concessionaire under this Article 13. 13.316.

Procedure for Change of Scope. (i) In the event of the Authority determining that a Change of Scope is necessary, it may direct the Authority’s Engineer to shall issue to the Contractor Concessionaire a notice specifying in reasonable detail the Works works and services contemplated thereunder there under (the “Change of Scope Notice”). The Contractor shall submit a detailed proposal as per Clause 13.2 (iii) within 15 days from the receipt of Change of Scope Notice. (ii) If the Contractor determines, not later than 90 days from the Appointed Date, that a Change of Scope to the Works is required, it shall prepare a proposal with relevant details as per Clause 13.2 (iii) at its own cost and shall submit to the Authority to consider such Change of Scope (the “Change of Scope Request”). (iii) Upon receipt of a Change of Scope Notice, the Contractor Concessionaire shall, with due diligence, provide to the Authority and the Authority’s Engineer such information as is Draft Contract AgreementPage 83 of 150 Rehabilitation and Up-gradation to 2 lane with Paved shoulder of NH-717A in Ranipool-Pakyong section from Design CH: 2.00 to CH: 6.00 (Km 3.100 to Km 7.200 of NH-717A) in the State of Sikkim on EPC Mode Feb. 2021 necessary, together with detailed proposal preliminary Documentation in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown by work classifications specifying the following details: i. break-up material and labour costs calculated in accordance with the schedule of rates applicable to the quantitiesworks assigned by the Authority to its contractors, unit rates and along with the proposed premium/discount on such rates; provided that the cost for different items incurred by the Concessionaire in providing such information shall be reimbursed by the Authority to the extent such cost is certified by the Independent Engineer as reasonable. Upon receipt of work; and ii. proposed design for information set forth in Clause 16.2.2, if the Authority decides to proceed with the Change of Scope; iii. proposed modifications, if any, it shall convey its preferred option to the Project Completion Schedule Concessionaire, and the Parties shall, with assistance of the Project HighwayIndependent Engineer, thereupon make good faith efforts to agree upon the time and costs for implementation thereof. For the avoidance of doubtUpon reaching an agreement, the Parties expressly agree that, subject to the provisions of Clause 13.4 (ii), the Contract Price shall be increased or decreased, as the case may be, on account of any such Change of Scope. (iv) The parties agree that costs and time for implementation of the proposed Change of Scope shall be determined as per the following: (a) For works where Schedule of Rates (SOR) of concerned circle of State’s Public Works Department are applicable at the Base Date are available, the same shall be applicable for determination of costs. In case of non-availability of Schedule of Rates at the Base Date, the available Schedule of Rates shall be applied by updating the same based on WPI. In case the Contract Price is lower/ higher than the Estimated Project Cost as per RFP, then the SOR rates shall be reduced/ increased in the same proportion accordingly. (b) For item of Works not included in Schedule of Rates as mentioned in sub-para (a) of Clause 13.2 (iv) above, the cost of same shall be derived on the basis of MORTH Standard Data Book and the Authority’s Engineer shall determine the prevailing market rates and discount the same considering WPI to achieve the prevailing rate at the Base Date, and for any item in respect of which MORTH Standard Data Book does not provide the requisite details, the Authority’s Engineer shall determine the rate in accordance with Good Industry Practice. For the avoidance of doubt, in case the cost as determined by the Contractor and the Authority reveals a difference of more than 10% (ten per cent), the cost as determined by the Authority shall be considered as final and binding on the Contractor. (c) The design charges shall be considered only for new works or items (i.e. the Works or items not similar to the works or items in the original scope) @ 1% (one per cent) of cost of such new works or items. Draft Contract AgreementPage 84 of 150 Rehabilitation and Up-gradation to 2 lane with Paved shoulder of NH-717A in Ranipool-Pakyong section from Design CH: 2.00 to CH: 6.00 (Km 3.100 to Km 7.200 of NH-717A) in the State of Sikkim on EPC Mode Feb. 2021 (d) The costs of existing works or items, which are being changed/ omitted shall also be valued as per above procedure and only net cost shall be considered. (e) The reasonable time for completion of works to be taken under Change of Scope shall be determined by the Authority’s Engineer on the basis of Good Industry Practice and if such time exceeds the Scheduled Completion Date, the issue of Completion Certificate shall not be affected or delayed on account of construction of Change of Scope items/ works remaining incomplete on the date of Tests. (v) Upon consideration of the detailed proposal submitted by the Contractor under the Clause 13.2 (iii), the Authority, within 15 (fifteen) days of receipt of such proposal, may in its sole discretion either accept such Change of Scope with modifications, if any, and initiate proceedings thereof in accordance with this Article 13 or reject the proposal and inform the Contractor of its decision and shall issue an order (the “Change of Scope Order”) requiring the Contractor Concessionaire to proceed with the performance thereof. For the avoidance of doubt, the Parties agree that the Contractor shall not undertake any Change of Scope without the express consent of the Authority, save and except any works necessary for meeting any Emergency, that too with verbal approval of Authority which shall be confirmed in writing in next 3 (three) days. In the event that the Parties are unable to agree, the Authority may: (a) issue , by issuing a Change of Scope Order requiring Order, require the Contractor Concessionaire to proceed with the performance thereof at pending resolution of the rates and conditions approved by Dispute, or carry out the Authority till the matter is resolved in accordance with Article 26; or (b) proceed works in accordance with Clause 13.516.5. (vi) The provisions of this Agreement, insofar as they relate to Construction Works and Tests, shall apply mutatis mutandis to the Works works undertaken by the Contractor Concessionaire under this Article 13. 13.316.

Procedure for Change of Scope. (i) In the event of the Authority determining that a Change of Scope is necessary, it may direct the Authority’s Engineer to issue to the Contractor a notice specifying in reasonable detail the Works and services contemplated thereunder (the “Change of Scope Notice”). The Contractor shall submit a detailed proposal as per Clause 13.2 (iii) within 15 days from the receipt of Change of Scope Notice. (ii) If the Contractor determines, not later than 90 days from the Appointed Date, that a Change of Scope to the Works is required, it shall prepare a proposal with relevant details as per Clause 13.2 (iii) at its own cost and shall submit to the Authority to consider such Change of Scope (the “Change of Scope Request”). Draft Contract AgreementPage 81 of 145 Nov 2020 (iii) Upon receipt of a Change of Scope Notice, the Contractor shall, with due diligence, provide to the Authority and the Authority’s Engineer such information as is Draft Contract AgreementPage 83 of 150 Rehabilitation and Up-gradation to 2 lane with Paved shoulder of NH-717A in Ranipool-Pakyong section from Design CH: 2.00 to CH: 6.00 (Km 3.100 to Km 7.200 of NH-717A) in the State of Sikkim on EPC Mode Feb. 2021 necessary, together with detailed proposal in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including the following details: i. break-up of the quantities, unit rates and cost for different items of work; and ii. proposed design for the Change of Scope; iii. proposed modifications, if any, to the Project Completion Schedule of the Project Highway. For the avoidance of doubt, the Parties expressly agree that, subject to the provisions of Clause 13.4 (ii), the Contract Price shall be increased or decreased, as the case may be, on account of any such Change of Scope. (iv) The parties agree that costs and time for implementation of the proposed Change of Scope shall be determined as per the following: (a) For works where Schedule of Rates (SOR) of concerned circle of State’s Public Works Department are applicable at the Base Date are available, the same shall be applicable for determination of costs. In case of non-availability of Schedule of Rates at the Base Date, the available Schedule of Rates shall be applied by updating the same based on WPI. In case the Contract Price is lower/ higher than the Estimated Project Cost as per RFP, then the SOR rates shall be reduced/ increased in the same proportion accordingly. (b) For item of Works not included in Schedule of Rates as mentioned in sub-para (a) of Clause 13.2 (iv) above, the cost of same shall be derived on the basis of MORTH Standard Data Book and the Authority’s Engineer shall determine the prevailing market rates and discount the same considering WPI to achieve the prevailing rate at the Base Date, and for any item in respect of which MORTH Standard Data Book does not provide the requisite details, the Authority’s Engineer shall determine the rate in accordance with Good Industry Practice. For the avoidance of doubt, in case the cost as determined by the Contractor and the Authority reveals a difference of more than 10% (ten per cent), the cost as determined by the Authority shall be considered as final and binding on the Contractor. (c) The design charges shall be considered only for new works or items (i.e. the Works or items not similar to the works or items in the original scope) @ 1% (one per cent) of cost of such new works or items. Draft Contract AgreementPage 84 82 of 150 Rehabilitation and Up-gradation to 2 lane with Paved shoulder of NH-717A in Ranipool-Pakyong section from Design CH: 2.00 to CH: 6.00 (Km 3.100 to Km 7.200 of NH-717A) in the State of Sikkim on EPC Mode Feb. 2021 145 Aug. 2020 (d) The costs of existing works or items, which are being changed/ omitted shall also be valued as per above procedure and only net cost shall be considered. (e) The reasonable time for completion of works to be taken under Change of Scope shall be determined by the Authority’s Engineer on the basis of Good Industry Practice and if such time exceeds the Scheduled Completion Date, the issue of Completion Certificate shall not be affected or delayed on account of construction of Change of Scope items/ works remaining incomplete on the date of Tests. (v) Upon consideration of the detailed proposal submitted by the Contractor under the Clause 13.2 (iii), the Authority, within 15 (fifteen) days of receipt of such proposal, may in its sole discretion either accept such Change of Scope with modifications, if any, and initiate proceedings thereof in accordance with this Article 13 or reject the proposal and inform the Contractor of its decision and shall issue an order (the “Change of Scope Order”) requiring the Contractor to proceed with the performance thereof. For the avoidance of doubt, the Parties agree that the Contractor shall not undertake any Change of Scope without the express consent of the Authority, save and except any works necessary for meeting any Emergency, that too with verbal approval of Authority which shall be confirmed in writing in next 3 (three) days. In the event that the Parties are unable to agree, the Authority may: (a) issue a Change of Scope Order requiring the Contractor to proceed with the performance thereof at the rates and conditions approved by the Authority till the matter is resolved in accordance with Article 26; or (b) proceed in accordance with Clause 13.5. (vi) The provisions of this Agreement, insofar as they relate to Works and Tests, shall apply mutatis mutandis to the Works undertaken by the Contractor under this Article 13. 13.3

Procedure for Change of Scope. (i) In the event of the Authority determining that a Change of Scope is necessary, it may direct the Authority’s Engineer to issue to the Contractor a notice specifying in reasonable detail the Works and services contemplated thereunder (the “Change of Scope Notice”). The Contractor shall submit a detailed proposal as per Clause 13.2 (iii) within 15 days from the receipt of Change of Scope Notice. (ii) If the Contractor determines, not later than 90 days from the Appointed Date, that a Change of Scope to the Works is required, it shall prepare a proposal with relevant details as per Clause 13.2 (iii) at its own cost and shall submit to the Authority to Draft Contract AgreementPage 82 of 261 S-D Tunnel 2022 consider such Change of Scope (the “Change of Scope Request”). (iii) Upon receipt of a Change of Scope Notice, the Contractor shall, with due diligence, provide to the Authority and the Authority’s Engineer such information as is Draft Contract AgreementPage 83 of 150 Rehabilitation and Up-gradation to 2 lane with Paved shoulder of NH-717A in Ranipool-Pakyong section from Design CH: 2.00 to CH: 6.00 (Km 3.100 to Km 7.200 of NH-717A) in the State of Sikkim on EPC Mode Feb. 2021 necessary, together with detailed proposal in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including the following details: i. break-up of the quantities, unit rates and cost for different items of work; and ii. proposed design for the Change of Scope; iii. proposed modifications, if any, to the Project Completion Schedule of the Project Highway. For the avoidance of doubt, the Parties expressly agree that, subject to the provisions of Clause 13.4 (ii), the Contract Price shall be increased or decreased, as the case may be, on account of any such Change of Scope. (iv) The parties agree that costs and time for implementation of the proposed Change of Scope shall be determined as per the following: (a) For works where Schedule of Rates (SOR) of concerned circle of State’s Public Works Department are applicable at the Base Date are available, the same shall be applicable for determination of costs. In case of non-availability of Schedule of Rates at the Base Date, the available Schedule of Rates shall be applied by updating the same based on WPI. In case the Contract Price is lower/ higher than the Estimated Project Cost as per RFP, then the SOR rates shall be reduced/ increased in the same proportion accordingly. (b) For item of Works not included in Schedule of Rates as mentioned in sub-para (a) of Clause 13.2 (iv) above, the cost of same shall be derived on the basis of MORTH Standard Data Book and the Authority’s Engineer shall determine the prevailing market rates and discount the same considering WPI to achieve the prevailing rate at the Base Date, and for any item in respect of which MORTH Standard Data Book does not provide the requisite details, the Authority’s Engineer shall determine the rate in accordance with Good Industry Practice. For the avoidance of doubt, in case the cost as determined by the Contractor and the Authority reveals a difference of more than 10% (ten per cent), the cost as determined by the Authority shall be considered as final and binding on the Contractor. (c) The design charges shall be considered only for new works or items (i.e. the Draft Contract AgreementPage 83 of 261 S-D Tunnel 2022 Works or items not similar to the works or items in the original scope) @ 1% (one per cent) of cost of such new works or items. Draft Contract AgreementPage 84 of 150 Rehabilitation and Up-gradation to 2 lane with Paved shoulder of NH-717A in Ranipool-Pakyong section from Design CH: 2.00 to CH: 6.00 (Km 3.100 to Km 7.200 of NH-717A) in the State of Sikkim on EPC Mode Feb. 2021 (d) The costs of existing works or items, which are being changed/ omitted shall also be valued as per above procedure and only net cost shall be considered. (e) The reasonable time for completion of works to be taken under Change of Scope shall be determined by the Authority’s Engineer on the basis of Good Industry Practice and if such time exceeds the Scheduled Completion Date, the issue of Completion Certificate shall not be affected or delayed on account of construction of Change of Scope items/ works remaining incomplete on the date of Tests. (v) Upon consideration of the detailed proposal submitted by the Contractor under the Clause 13.2 (iii), the Authority, within 15 (fifteen) days of receipt of such proposal, may in its sole discretion either accept such Change of Scope with modifications, if any, and initiate proceedings thereof in accordance with this Article 13 or reject the proposal and inform the Contractor of its decision and shall issue an order (the “Change of Scope Order”) requiring the Contractor to proceed with the performance thereof. For the avoidance of doubt, the Parties agree that the Contractor shall not undertake any Change of Scope without the express consent of the Authority, save and except any works necessary for meeting any Emergency, that too with verbal approval of Authority which shall be confirmed in writing in next 3 (three) days. In the event that the Parties are unable to agree, the Authority may: (a) issue a Change of Scope Order requiring the Contractor to proceed with the performance thereof at the rates and conditions approved by the Authority till the matter is resolved in accordance with Article 26; or (b) proceed in accordance with Clause 13.5. (vi) The provisions of this Agreement, insofar as they relate to Works and Tests, shall apply mutatis mutandis to the Works undertaken by the Contractor under this Article 13. 13.3

Procedure for Change of Scope. (i) In the event of the Authority determining that a Change of Scope is necessary, it may direct the Authority’s Engineer to issue to the Contractor a notice specifying in reasonable detail the Works and services contemplated thereunder (the “Change of Scope Notice”). The Contractor shall submit a detailed proposal as per Clause 13.2 (iii) within 15 days from the receipt of Change of Scope Notice. (ii) If the Contractor determines, not later than 90 days from the Appointed Date, that a Change of Scope to the Works is required, it shall prepare a proposal with relevant details as per Clause 13.2 (iii) at its own cost and shall submit to the Authority to consider such Change of Scope (the “Change of Scope Request”). (iii) Upon receipt of a Change of Scope Notice, the Contractor shall, with due diligence, provide to the Authority and the Authority’s Engineer such information as is Draft necessary, Contract AgreementPage 83 81 of 150 Rehabilitation and Up-gradation to 145 Construction of 2 lane with Paved shoulder of NH-717A in Ranipool-Pakyong section from Design CH: 2.00 to CH: 6.00 Minor Bridge at Km 26.700 (Km 3.100 to Km 7.200 of NH-717ADhanikhadi) in CRZ area on NH-4 in the State Union Territory of Sikkim Andaman & Nicobar Islands on EPC Mode Feb. basis. Oct 2021 necessary, together with detailed proposal in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including the following details: i. break-up of the quantities, unit rates and cost for different items of work; and ii. proposed design for the Change of Scope; iii. proposed modifications, if any, to the Project Completion Schedule of the Project Highway. For the avoidance of doubt, the Parties expressly agree that, subject to the provisions of Clause 13.4 (ii), the Contract Price shall be increased or decreased, as the case may be, on account of any such Change of Scope. (iv) The parties agree that costs and time for implementation of the proposed Change of Scope shall be determined as per the following: (a) For works where Schedule of Rates (SOR) of concerned circle of State’s Public Works Department are applicable at the Base Date are available, the same shall be applicable for determination of costs. In case of non-availability of Schedule of Rates at the Base Date, the available Schedule of Rates shall be applied by updating the same based on WPI. In case the Contract Price is lower/ higher than the Estimated Project Cost as per RFP, then the SOR rates shall be reduced/ increased in the same proportion accordingly. (b) For item of Works not included in Schedule of Rates as mentioned in sub-para (a) of Clause 13.2 (iv) above, the cost of same shall be derived on the basis of MORTH Standard Data Book and the Authority’s Engineer shall determine the prevailing market rates and discount the same considering WPI to achieve the prevailing rate at the Base Date, and for any item in respect of which MORTH Standard Data Book does not provide the requisite details, the Authority’s Engineer shall determine the rate in accordance with Good Industry Practice. For the avoidance of doubt, in case the cost as determined by the Contractor and the Authority reveals a difference of more than 10% (ten per cent), the cost as determined by the Authority shall be considered as final and binding on the Contractor. (c) The design charges shall be considered only for new works or items (i.e. the Works or items not similar to the works or items in the original scope) @ 1% (one per cent) of cost of such new works or items. Draft Contract AgreementPage 84 82 of 150 Rehabilitation and Up-gradation to 145 Construction of 2 lane with Paved shoulder of NH-717A in Ranipool-Pakyong section from Design CH: 2.00 to CH: 6.00 Minor Bridge at Km 26.700 (Km 3.100 to Km 7.200 of NH-717ADhanikhadi) in CRZ area on NH-4 in the State Union Territory of Sikkim Andaman & Nicobar Islands on EPC Mode Feb. basis. Oct 2021 (d) The costs of existing works or items, which are being changed/ omitted shall also be valued as per above procedure and only net cost shall be considered. (e) The reasonable time for completion of works to be taken under Change of Scope shall be determined by the Authority’s Engineer on the basis of Good Industry Practice and if such time exceeds the Scheduled Completion Date, the issue of Completion Certificate shall not be affected or delayed on account of construction of Change of Scope items/ works remaining incomplete on the date of Tests. (v) Upon consideration of the detailed proposal submitted by the Contractor under the Clause 13.2 (iii), the Authority, within 15 (fifteen) days of receipt of such proposal, may in its sole discretion either accept such Change of Scope with modifications, if any, and initiate proceedings thereof in accordance with this Article 13 or reject the proposal and inform the Contractor of its decision and shall issue an order (the “Change of Scope Order”) requiring the Contractor to proceed with the performance thereof. For the avoidance of doubt, the Parties agree that the Contractor shall not undertake any Change of Scope without the express consent of the Authority, save and except any works necessary for meeting any Emergency, that too with verbal approval of Authority which shall be confirmed in writing in next 3 (three) days. In the event that the Parties are unable to agree, the Authority may: (a) issue a Change of Scope Order requiring the Contractor to proceed with the performance thereof at the rates and conditions approved by the Authority till the matter is resolved in accordance with Article 26; or (b) proceed in accordance with Clause 13.5. (vi) The provisions of this Agreement, insofar as they relate to Works and Tests, shall apply mutatis mutandis to the Works undertaken by the Contractor under this Article 13. 13.3

Procedure for Change of Scope. (i) In the event of the Authority determining that a Change of Scope is necessary, it may direct the Authority’s Engineer to issue to the Contractor a notice specifying in reasonable detail the Works and services contemplated thereunder (the “Change of Scope Notice”). The Contractor shall submit a detailed proposal as per Clause 13.2 (iii) within 15 days from the receipt of Change of Scope Notice. (ii) If the Contractor determines, not later than 90 days from the Appointed Date, that a Change of Scope to the Works is required, it shall prepare a proposal with relevant details as per Clause 13.2 (iii) at its own cost and shall submit to the Authority to consider such Change of Scope (the “Change of Scope Request”). Draft Contract AgreementPage 81 of 144 Construction of Uni-directional Tunnel i.e. length of 2.64/2.63km (Tube-1/Tube-2) and its approach (P-II) in the UT of J&K Jan. 2021 (iii) Upon receipt of a Change of Scope Notice, the Contractor shall, with due diligence, provide to the Authority and the Authority’s Engineer such information as is Draft Contract AgreementPage 83 of 150 Rehabilitation and Up-gradation to 2 lane with Paved shoulder of NH-717A in Ranipool-Pakyong section from Design CH: 2.00 to CH: 6.00 (Km 3.100 to Km 7.200 of NH-717A) in the State of Sikkim on EPC Mode Feb. 2021 necessary, together with detailed proposal in support of: (a) the impact, if any, which the Change of Scope is likely to have on the Project Completion Schedule if the works or services are required to be carried out during the Construction Period; and (b) the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including the following details: i. break-up of the quantities, unit rates and cost for different items of work; and ii. proposed design for the Change of Scope; iii. proposed modifications, if any, to the Project Completion Schedule of the Project Highway. For the avoidance of doubt, the Parties expressly agree that, subject to the provisions of Clause 13.4 (ii), the Contract Price shall be increased or decreased, as the case may be, on account of any such Change of Scope. (iv) The parties agree that costs and time for implementation of the proposed Change of Scope shall be determined as per the following: (a) For works where Schedule of Rates (SOR) of concerned circle of State’s Public Works Department are applicable at the Base Date are available, the same shall be applicable for determination of costs. In case of non-availability of Schedule of Rates at the Base Date, the available Schedule of Rates shall be applied by updating the same based on WPI. In case the Contract Price is lower/ higher than the Estimated Project Cost as per RFP, then the SOR rates shall be reduced/ increased in the same proportion accordingly. (b) For item of Works not included in Schedule of Rates as mentioned in sub-para (a) of Clause 13.2 (iv) above, the cost of same shall be derived on the basis of MORTH Standard Data Book and the Authority’s Engineer shall determine the prevailing market rates and discount the same considering WPI to achieve the prevailing rate at the Base Date, and for any item in respect of which MORTH Standard Data Book does not provide the requisite details, the Authority’s Engineer shall determine the rate in accordance with Good Industry Practice. For the avoidance of doubt, in case the cost as determined by the Contractor and the Authority reveals a difference of more than 10% (ten per cent), the cost as determined by the Authority shall be considered as final and binding on the Contractor. (c) The design charges shall be considered only for new works or items (i.e. the Works or items not similar to the works or items in the original scope) @ 1% (one per cent) of cost of such new works or items. Draft Contract AgreementPage 84 82 of 150 Rehabilitation 144 Construction of Uni-directional Tunnel i.e. length of 2.64/2.63km (Tube-1/Tube-2) and Upits approach (P-gradation to 2 lane with Paved shoulder of NH-717A in Ranipool-Pakyong section from Design CH: 2.00 to CH: 6.00 (Km 3.100 to Km 7.200 of NH-717AII) in the State UT of Sikkim on EPC Mode Feb. J&K Jan. 2021 (d) The costs of existing works or items, which are being changed/ omitted shall also be valued as per above procedure and only net cost shall be considered. (e) The reasonable time for completion of works to be taken under Change of Scope shall be determined by the Authority’s Engineer on the basis of Good Industry Practice and if such time exceeds the Scheduled Completion Date, the issue of Completion Certificate shall not be affected or delayed on account of construction of Change of Scope items/ works remaining incomplete on the date of Tests. (v) Upon consideration of the detailed proposal submitted by the Contractor under the Clause 13.2 (iii), the Authority, within 15 (fifteen) days of receipt of such proposal, may in its sole discretion either accept such Change of Scope with modifications, if any, and initiate proceedings thereof in accordance with this Article 13 or reject the proposal and inform the Contractor of its decision and shall issue an order (the “Change of Scope Order”) requiring the Contractor to proceed with the performance thereof. For the avoidance of doubt, the Parties agree that the Contractor shall not undertake any Change of Scope without the express consent of the Authority, save and except any works necessary for meeting any Emergency, that too with verbal approval of Authority which shall be confirmed in writing in next 3 (three) days. In the event that the Parties are unable to agree, the Authority may: (a) issue a Change of Scope Order requiring the Contractor to proceed with the performance thereof at the rates and conditions approved by the Authority till the matter is resolved in accordance with Article 26; or (b) proceed in accordance with Clause 13.5. (vi) The provisions of this Agreement, insofar as they relate to Works and Tests, shall apply mutatis mutandis to the Works undertaken by the Contractor under this Article 13. 13.3