annexures concession agreementlda.gop.pk/images/gt road expressway ksk - annex dca.pdfwpchb,...

1

ANNEXURES CONCESSION AGREEMENT

PROJECT FOR DEVELOPMENT OF GT ROAD EXPRESSWAY FROM SHAHDRA TO KALA SHAH

KAKU, LAHORE ON A BUILD, OPERATE AND TRANSFER (BOT) BASIS

January 2015

Lahore Development Authority

GOVERNMENT OF PUNJAB

2

List of Annexures

Annexure A: DESCRIPTION OF THE PROJECT AND SCOPE OF WORK

Annexure B: CONCESSION AREA AND ROW

Annexure C: FINANCIAL MODEL

Annexure D: TOLL STRUCTURE

Annexure E: FORM OF FINANCIAL CLOSE BOND

Annexure F: CONSTRUCTION PERFORMANCE STANDARDS

Annexure G: FORM OF CONSTRUCTION PERFORMANCE BOND

Annexure H: PROJECT COMPLETION SCHEDULE

Annexure I: COMMISSIONING PROCEDURES

Annexure J: O&M REQUIREMENTS

Annexure K: FORM OF OPERATIONS BOND

Annexure L: TRAFFIC PROJECTION

Annexure M: INSURANCE COVER

Annexure N: FORM OF SUBSTANTIAL COMPLETION CERTIFICATES

Annexure O: FORM OF COMPLETION CERTIFICATE

Annexure P: TORs OF THE INDEPENDENT ENGINEER

Annexure Q: TORs OF THE INDEPENDENT AUDITOR

Annexure R: LIST OF PROJECT DOCUMENTS

Annexure S: PROPOSAL

Annexure T: OPERATIONS & MAINTENANCE MANUAL

Annexure U: CORPORATE DETAILS OF THE CONCESSIONAIRE

Annexure V: FORM OF TRANSFER BOND

Annexure W: HANDBACK REQUIREMENTS

Annexure X: FORM OF HANDBACK CERTIFICATE

Annexure Y: TOTAL PROJECT COST

Annexure Z: LIST OF PLANNED COMPETING ROADS AND ROUTES

Annexure AA: FORMULA FOR MONETARY COMPENSATION UPON ESTABLISHMENT OF COMPETING ROUTE

3

ANNEXURE A DESCRIPTION OF THE PROJECT AND SCOPE OF WORK

[As per RFP]

4

ANNEXURE B CONCESSION AREA AND ROW

RIGHT OF WAY (ROW) = 200 ft

5

ANNEXURE C FINANCIAL MODEL

[Provided by the bidder]

6

ANNEXURE D TOLL STRUCTURE

[As per form F-4 of the bidder]

Toll Exemption Policy

The Concessionaire will not be required to exempt any specific types or group of road users from the payment of Tolls except the following Exempted Vehicles:

Provincial and National Highways & Motorway Police;

Fire brigade vehicles;

Metro Bus;

Ambulances;

Armed forces of Pakistan vehicles bearing broad arrow number plates;

Vehicles conveying members of the National Assembly, members of the Provincial

Assemblies and senators in person; and

Vehicles having Supreme Court/High Court Flags/Insignia Plates.

7

ANNEXURE E FORM OF FINANCIAL CLOSE BOND

To: [LDA]{ WHEREAS:

(A) By an agreement in writing dated [insert date] (“Agreement”), made between the Lahore

Development Authority (“LDA”) and [Insert Name of Concessionaire] (“Concessionaire”), the Concessionaire has agreed to, inter alia, develop, design, engineer, finance, construct, commission, manage, operate, maintain, insure and, on the Transfer Date, transfer, Project, under a build, operate and transfer (“Project”), upon and subject to the terms and conditions of the Agreement.

(B) The terms of the Agreement oblige the Concessionaire to provide a financial close bond to

LDA as security for achievement of financial close within the time period specified in the Agreement.

In consideration of your acceptance of our obligations herein contained for the discharge of the Concessionaire’s obligation to provide such guarantee, we, [insert full name and address of insurance company in Pakistan] hereby, irrevocably and unconditionally, guarantee the payment of PKR [insert amount] (“Guaranteed Sum”), being an amount equivalent to (To be inserted according to 2% of bidder’s Cost ) (as defined in the Agreement), and accordingly covenant with you and agree as follows: GUARANTEE

Upon receipt of a written demand made by you upon us from time to time or at any time stating the Concessionaire has failed to achieve Financial Close under the Agreement, and without the need for you to take legal action against or to obtain the consent of the Concessionaire, and notwithstanding any objection by the Concessionaire and without any further roof or conditions and without any right of set off or counterclaim, we shall forthwith pay to you the amount or amounts specified in such demand or demands, not exceeding in aggregate the Guaranteed Sum. Such payment or payments shall be made by transfer to an account in your name at such bank in such place as you shall direct.

NO DISCHARGE

Our obligations hereunder shall not be affected by any act, omission, matter or thing that might operate to release or otherwise exonerate us from our obligations hereunder, in whole or in part, including without limitation and whether or not known to us or you:

(a) at any time, the waiver to the Concessionaire or any other person;

(b) the taking, variation, compromise, renewal or release of or refusal or neglect to perfect

or enforce any rights, remedies or securities against the Concessionaire or any other person;

(c) any legal limitation, disability or incapability relating to the Concessionaire or any other person;

(d) any variation of or amendments to the Agreement or the works to be performed thereunder or any other documents or security so that references to the Agreement in this Guarantee shall include each such variation and amendments; and

8

(e) any variation of or amendment to the Agreement of any obligations of the Concessionaire or any other person under the Agreement or any other document or security.

DURATION

This Guarantee shall remain valid and in full force and effect until you shall have notified us in writing that the Concessionaire has achieved Financial Close under or relating to the Agreement, following which this Guarantee shall be returned to us for cancellation; provided, that this Guarantee shall expire on [insert date].

PAYMENTS

Any payment made hereunder shall be made free and clear of, and without deduction of or on account of, any present or future taxes, duties, charges, fees, deductions or withholdings of any nature whatsoever and on whomsoever imposed.

GOVERNING LAW

This Guarantee is governed by the laws of Pakistan and we hereby agree to submit to the exclusive jurisdiction of the courts of Pakistan over any claim arising out of this Guarantee.

IN WITNESS WHEREOF this Guarantee has been executed on this [insert day] day of [insert month] [insert year]. SIGNED for and on behalf of ) [* the Guarantor Bank] ) by its Attorney, [* Name of Attorney] ) WITNESSES: [ ] [

9

ANNEXURE F

CONSTRUCTION PERFORMANCE STANDARDS Part 1: Detailed Design (a) Design Standards

The design standards to be adopted for the design will conform to relevant international standards such as the American Association of State Highway and Transportation Officials (“AASHTO”). The specific standards to be adopted are local code or any other supportive codes shall also be applicable as where required, pertaining NHA, WPCHB, Pakistan Railway, Highway Code 1967.

(b) Geometric Design Standard

The geometric design criteria for the pavement will generally be as per standard of AASHTO,

(c) Elevated Horizontal Alignment

The horizontal alignment of the project has been indicated in plan & Profile and shall be designed as per AASHTO Standards.

(d) Elevated Vertical Alignment

Wherever possible the maximum critical grade length requirement in the AASHTO will not be exceeded. The gradient of the proposed expressway will be maintained up to a maximum of 3% (except for ramp where the gradient does not exceed a maximum of 6%).

(e) Ramps

The location of the entry and exit ramps will generally follow those specified in Engineering Drawing .The horizontal alignment of the ramps up and ramps down will be designed to AASHTO standard and in accordance with that specified in Table 2 below.

(f) Pavement

The structural pavement design will be based on the AASHTO Road Test results, using the multi-layered elastic theory computer program. The mix design and material requirements are based on the existing specifications, with modifications to incorporate local experience. The thickness design of the pavement will be based on the design CBR of the sub-grade and the total number of 8.16 tons standard axle applications for a specific performance period ten years shall be used.

(g) Drainage

Estimation of the surface runoff from the roadway will be carried out using the Rational Method. The drain type will generally consist of an open section built into the structural slab within the marginal strip. The widened at-grade portion of the expressway shall consist of a concrete lined section. All the drainage would be discharged into the existing drains and nalas. Those existing at-grade level drains which are affected by the works which require removal, relocation and reinstatement shall be the responsibility of the Concessionaire.

(h) Structural Design Standard

The structural design will generally comply with AASHTO Specifications. Bridge design of AASHTO LRFD Bridge Design Specifications (AASHTO LRFD), Pakistan Railway and with Code of Practice, Highway Bridges (1967) of the Highway Department, Government of West

10

Pakistan (WPCHB-1967).

Durability requirements will comply with Section 5 of AASHTO. (i) Structural Forms

The structure for the mainline elevated viaduct and interchange ramps generally will comprise girder and slab deck, supported by a portal frame pier on piled or spread footing foundation.

For the superstructures, the selected deck construction will have a precast slab as permanent formwork, with an in-situ reinforced concrete topping cast monolithic with the precast slab on the I or T-Girder. The girder will span across the piers located at 25m - 41m centers or other spans to suit the site condition.

The precast girders will be pre-tensioned with deflected strands or post-tensioned with draped tendons, constructed and stored off-site and transported to site immediately prior to erection. Girders may be crane erected into final position or placed using a gantry crane supported on the previously erected structure.

Halving joint at the end of the girders may be considered to maximize the vertical clearance above the existing traffic and improve the overall appearance of the structure.

Construction of the deck slab will use either permanent formwork panels or conventional soffit forms supported on the girders. The girders act as simply supported in service with link slabs over intermediate piers to provide a continuous running surface.

For the mainline elevated viaduct structures, multi column frame pier located in the expressway median at grade will be adopted. Multi-column frame piers will be considered where single column piers are not feasible or necessary. (j) Piers and Sub-structure

Pier columns for mainline viaduct will have a maximum width (normal to expressway alignment) of 3 m for dual-2 viaduct in order to fit into the proposed wide median. Pier columns will be of reinforced concrete. Single column piers will also be considered for interchange ramp structures. Columns will be as per design for piers supporting precast girder decks. Abutments will be of stub wall type with piled base and integral wing walls.

For sub-structures, piers and abutments generally will be supported by piled foundations and footings.

(k) Super-structure

Precast I or T-girder and slab deck will be adopted as much as possible for the mainline viaduct and interchange ramps.

Typical spans on the mainline viaduct will be standardized at 25m-41m using I or T-Girder Section. The girders will be precast and will be post-tensioned using low relaxation / normal relaxation stress relieved G270 strands. The in-situ concrete deck slab will be 100mm thick on 100mm thick precast slab. The precast slab will form the permanent formwork for the remaining thickness of the slab. The precast and in-situ deck slab will be designed for integral action to carry superimposed dead loads and live loads.

The girders will be simply supported on elastomeric bearings on the pier crossheads but the deck slab will be continuous over intermediate piers for up to 4 spans between expansion joints. For the lower span range, solid and voided slab decks of reinforced concrete

11

construction may be considered. (l) Articulation and Bearing Joints

Girders will be designed as simply supported with slab made continuous over four spans, before an expansion joint is introduced. The continuity in the deck slab will be taken up by de-bonding a length of deck slab from the girder over each support. The girders will be supported on elastomeric bearings which will be designed for the longitudinal movements due to shrinkage, temperature and longitudinal force produced from the live loads. In the transverse direction, dowels or restraining concrete pads will be introduced for the seismic restraints. Additionally, transverse diaphragms will be provided.

At every fourth span an expansion joint designed to take up movements due to shrinkage, temperature and longitudinal horizontal forces will be installed.

(m) Foundation

Foundations will be designed to comply with the requirement of AASHTO. Foundations and allowable capacities of piles and footing will take into account seismic requirements.

Where the rock formation is greater than 3m below existing ground surface, foundations for the piers of the elevated structures will generally be in the form of bored and cast in-situ piles. The bored piles will be adequately socketted into the rock depending on the quality or soundness of the rock formation. Axial structural capacities of bored piles will be based on the concrete section only.

Where rock is encountered at depths of 3m or less, the foundation will be on footings. The footings will be seated to the order of 1m below the surface of the rock formation.

Where rock is not encountered, the piles would be designed to be essentially friction piles with nominal end bearing.

(n) Toll Plazas

(i) Consideration will be given to the merging and diverging of the toll plaza to the divided

dual carriageway to ensure smooth flow of traffic. The approaches will be designed with tapers based on the distance ratio of 1 (transverse) to 10 (longitudinal). However, where existing constraints prevent the desired design parameter to be used, a lower design parameter may be adopted.

(ii) The number of toll booths at each toll plaza will be based on 800 vehicles per hour

per lane for semi-electronic toll collection system, and 1200 vehicles per hour per lane

for fully electronic toll collection system. Electronic Toll Collection system of operation should have the following facilities:

E-Tolling

Mechanical Arm with automated control

Traffic count

Data Storage should have back up capacity to maintain records for the whole concession period.

Equipped with uninterrupted power supply.

Software etc There would be Standby Manual system that may work when E-Tolling is disrupted

12

Connectivity and software shall be provided to LDA to view traffic count in real time and store such data.

(iii) The collection site is to be covered by a canopy which shall serve to provide shade from the sun and protection from rain. In addition, toll plaza lighting and control lights will be provided. The canopy supporting structures and toll booths are to be protected by concrete guide ways or "noses" at both ends of each stand.

(iv) The lane width and concrete toll island design will be based on site conditions. The

following is suggested as a guide: (v)

3.65m for electronic toll collection;

2m wide concrete toll islands at height not less than 200mm from the finished road structures.

(o) Ancillary Facilities

Subject to site conditions, the following facilities will be considered for implementation:

(i) Police base/security; (ii) Supervision/administration building; (iii) Public telephones; and (iv) Staff and public parking facilities.

(p) Street Lighting

The street lighting system shall be LED as per approved specifications. The expressway shall be lighted up with luminaire complete with integral control gear mounted on ±12 m column at 49 m intervals.

Ramps shall be lighted up using luminaire complete with integral control gear mounted on ±12 m column at 40 to 45 m intervals along the outer ramp curvature.

The immediate vicinity of the Toll Plaza area shall be lighted up using LED luminaire.

In addition, the regulations of the Water and Power Development Authority (WAPDA) and the requirements of the Pakistan Electrical Act shall be adhered to.

(q) Power source

Electricity power supply will be drawn from existing power supply sources, whilst the Toll Plazas will be provided with standby generator sets for security during power outages. For purposes of street lighting on the elevated alignment, low voltage supply feeders will be fed from strategically located substations to the various street lighting feeder pillars.

(r) Traffic Signage, Road Furniture and Pavement Markings

The traffic signage, road furniture and pavement markings will be provided in accordance to AASHTO to regulate, warn and guide users of the Project and to ensure the safe and informed operation of the expressway.

(s) Technical Drawings

The Concessionaire will provide four (4) sets in A3 size in hard copy form for endorsement by LDA. LDA will retain three (3) endorsed sets and return one (1) set to the Concessionaire. Concessionaire shall submit soft copy, as well drafting shall be done as per International Standards.

13

(t) Design calculations

When the design has been completed, two (2) copies of the design calculations shall be prepared and shall be suitably indexed and referenced. The calculation shall be neatly bound in suitable covers and shall be endorsed by the principal or project director of the consulting engineering firm.

The calculations shall be done on suitable A4 size sheets, and shall be submitted together with a cover note detailing the name of the consultant, the consultants’ designation/section, the date of the calculation, sheet and page reference, and signatures/names of each of the person preparing and checking the calculations.

(u) Reports All Reports including soil investigations, traffic study etc shall be submitted to LDA.

Part 2: Materials (a) Concrete Strength (Min)

The following concrete strengths will be adopted. `

Location Cylinder Strength (fc) psi Pre-stressed Concrete 5000 In-situ deck slab, diaphragm 4000 Pier 4000 Pilecap, abutment, footing 4000 Parapet 4000 Bored Pile 4000

Creep Coefficient and Shrinkage Strain will be calculated in accordance with Articles 5.4.2.3.2 and 5.4.2.3.3 of AASHTO LRFD, assuming the relative humidity of air to be 70 %.

(b) Concrete cover

The following minimum concrete cover to reinforcement and pre-stressing tendon duct will be adopted as indicated in general notes in the conceptual drawings

Location Min. Concrete Cover to Outer most Bar (mm) Bored Pile 75 Pile cap 50 Pier, Abutment 50 Precast Beam 30 Box Girder 30 Deck Slab 30 Retaining Wall 40 Approach Slab 40 Parapet 40 Tendon Duct 50

(c) Reinforcing Bars

14

All reinforcing bars shall be high yield deform bars conforming to the American

Society for Testing and Materials (“ASTM”) A615M /AASHTO M3 with the following

properties:

Type fy (psi) E (N/mm2) Grade 60 60,000 197,000

(d) Pre-stressed Bars

Pre-stressing strand will be seven (7) wire low relaxation / stress relieved super strand (Grade 270) conforming to ASTM A416M with the following properties:

Type Nominal Size (dia.) 15.2 mm 12.7 mm Nominal Mass 1.10 Kg/m 0.755 Kg/m Nominal Area 140.0 mm2 98.7 mm2

Tensile Strength (fpu) 1860 N/mm2 1860 N/mm2

Yield Strength (fpy) 1674 N/mm2 1674 N/mm2

Relaxation (at 70% UTS)-for low relaxation 2.5 % 2.5 % Relaxation for stress relieved 6.0% 6.0% Modulus of Elasticity 197,000 N/mm2 N/mm2

(e) Concrete for Foundations

The bored piles will be constructed with Grade 25 concrete. Higher grade of concrete will be considered for footings founded in rock.

Part 3: Loads (a) Loading

Loading will be in accordance with AASHTO LRFD. Provisions in WPCHB-1967 will be considered for live loads. Similarly, recommendation of Pakistan Railway shall be followed as where applicable.

(i) The following unit weights will be assumed for dead loads:

Material Unit Weight (KN/m3) Structural Concrete 25 Structural Steel 77 Asphaltic Concrete Surfacing 23 Compacted Earth Fill 19

For dead load calculations the nominal thickness of asphaltic concrete wearing surface shall be taken as 100 mm. The load from utilities and services provision shall be taken as 2.5 KN/m along each side of the bridge deck.

(ii) Live Loads will be considered in accordance with Article 3.6 of AASHTO LRFD and

relevant provisions in WPCHB-1967. Vehicle live loads, as defined in the WPCHB, shall be either:

Class “AA” military loading consisting of the 70 Ton tracked vehicle defined in

15

WPCHB section 4; or Class “A” loading consisting of 55.4 Ton truck train in WPCHB articles 1.4 to 1.7.

Depending on the examination stresses, the number and placing of these vehicles, as well as the impact factors, shall be defined in the WPCHB 1967.

It should be noted that the live loads specified in WPCHB (1967) are reported to be exceeded due to overloading and the use of modern high capacity vehicles. There is, therefore, a need to review the above designed loads to more closely reflect current conditions. In addition, a single abnormal wheel load of 9,525 Kg, applied over an area of 0.3 m x 0.6 m, shall be applied at any location on the deck to produce the most severe load effect in the structural element.

(iii) Wind Load will be calculated in accordance with Article 3.8 of AASHTO LRFD, assuming a

base wind speed of 160 kph. The wind load given in WPHBC-1967 will be considered if the loading is more severe than the AASHTO loading.

(iv) Seismic Loads will be determined in accordance with Article 3.10 of AASHTO LRFD and the

Building Code of Pakistan 2007. The Acceleration Coefficient be as per appropriate Zone

factor. The Site Coefficient for determination of seismic load be as per appropriate Zone

factor.

(v) Longitudinal forces due to traction or braking and forces of earth pressure lading will be

considered. Also erection loads imposed on structural members at every stage of construction shall be considered.

(vi) The minimum and maximum shade air temperature for the site will be taken as:

Minimum temperature: 2 oC Maximum temperature: 48 oC

A temperature range of 25 oC (rise or fall) will be assumed in calculating thermal deformation effects.

Coefficient of thermal expansion will be taken as 12 x 10-6 per oC.

(vii) Coefficient of friction for calculating restraint forces in sliding bearings will be as AASHTO

Guidelines. Restraint forces in elastomeric bearings will be calculated based on Shear Modulus G of 0.9 N/mm2 for natural rubber of IRHD 60 hardness.

(viii) Restraint forces due to shrinkage of concrete will be considered for bridges with monolithic

columns. (ix) Differential settlement of 12 mm will be considered between adjacent piers in continuous span

bridges.

(x) Load factors and load combinations under the various limit states will be in accordance with Article 3.4 of AASHTO LRFD.

(b) Design Criteria

(i) The design of reinforced concrete or pre-stressed concrete bridge and retaining wall

components will be in accordance with Section 5 of AASHTO LRFD.

16

(ii) The design of steel bridge components will be in accordance with Section 6 of AASHTO LRFD.

(iii) The design of foundations for bridges will comply with Sections 5 and 10 of AASHTO

LRFD. Bridge foundations will generally comprise bored in-situ concrete piles and footings founded on rock. The design of bored piles will be in accordance with Article 5.13 and Article 10.8 of AASHTO LRFD. The design of footings will be in accordance with Article 5.13 and Article 10.6.

(iv) The design of abutment and retaining walls will be in accordance with Section 11 of

AASHTO LRFD. Retaining walls will comprise reinforced concrete walls or reinforced earth walls as appropriate for the site conditions and wall height.

(v) The design of bridge parapets (traffic railings) will conform to Section 13 of AASHTO

LRFD. Bridge parapets will be of an approved system, crashworthy for Test Level TL-3 in crash testing in accordance with Crash Test Criteria given in Table 1 under Article 13.7.2 of AASHTO LRFD. Concrete parapets will have safety shaped traffic faces and will be at least 685 mm in height.

(vi) The design of deck joints and bridge bearings will be in accordance with Section 14 of

AASHTO LRFD. Deck joints will comprise asphaltic plug joints, nosing with compression seal joints, or elastomeric joints as appropriate for the expected joint movements, joint locations and traffic conditions. Bridge bearings will comprise laminated elastomeric bearings, as appropriate for the planned bridge articulation and loading conditions.

Part 4: Design Standards

(i) AASHTO LRFD Bridge design Specification, 2007

(ii) Green Book, A Policy on Geometric Design of Highway 2011

(iii) AASHTO Guide for Design of Pavement Structure, 1992

(iv) AASHTO Highway Capacity Manual

(v) Specification of NHA (this is standard reference specification issued by NHA and

contains all materials /testing reference of applicable codes AASHTO/ASTM etc.)

(vi) West Pakistan Highway code 1967

(vii) Building code of Pakistan 2007

17

ANNEXURE G

FORM OF CONSTRUCTION PERFORMANCE BOND To: [LDA] WHEREAS: (A) By an agreement in writing dated [insert date] (“Agreement”) and made between the Lahore

Development Authority (“LDA”) and [Insert Name of Concessionaire] (“Concessionaire”), the Concessionaire has agreed to, inter alia, develop, design, engineer, finance, construct, commission, manage, operate, maintain, insure and, on the Transfer Date, transfer, Project, under a build, operate and transfer (“Project”), upon and subject to the terms and conditions of the Agreement.

(B) The terms of the Agreement oblige the Concessionaire to provide a Construction

Performance Bond to LDA as security for the due performance of the construction period of the Project.

In consideration of your accepting of our obligations herein contained for the discharge of the Concessionaire’s obligation to provide such Bank Guarantee, we, [insert full name and address of Bank in Pakistan] hereby, irrevocably and unconditionally, guarantee the payment of PKR [ insert amount] (“Guaranteed Sum”), being an amount equivalent to three per cent (3%) of the Total Construction Cost (as defined in the Agreement), and accordingly covenant with you and agree as follows: GUARANTEE 1. Upon receipt of a written demand made by you upon us from time to time or at any time

stating the Concessionaire has failed to perform its obligations under the Agreement with regard to completion of the Works during the Construction Period, and without the need for you to take legal action against or to obtain the consent of the Concessionaire, and notwithstanding any objection by the Concessionaire and without any further proof or conditions and without any right of set off or counterclaim, we shall forthwith pay to you the amount or amounts specified in such demand or demands, not exceeding in aggregate the Guaranteed Sum. Such payment or payments shall be made by transfer to an account in your name at such bank in such place as you shall direct.

NO DISCHARGE 2. Our obligations hereunder shall not be affected by any act, omission, matter or thing that

might operate to release or otherwise exonerate us from our obligations hereunder, in whole or in part, including without limitation and whether or not known to us or you:






18

(c) any legal limitation, disability or incapability relating to the Concessionaire or any other person;

(d) any variation of or amendments to the Agreement or the works to be performed

thereunder or any other documents or security so that references to the Agreement in this Guarantee shall include each such variation and amendments; and

(e) any variation of or amendment to the Agreement of any obligations of the

Concessionaire or any other person under the Agreement or any other document or security.

DURATION

3. This Guarantee shall remain valid and in full force and effect until you shall have notified us

in writing that the Concessionaire has performed all its obligations and discharged all its liabilities with regard to completion of the Works during the Construction Period under or relating to the Agreement, following which this Guarantee shall be returned to us for cancellation; provided, that this Guarantee shall expire on [insert date].

PAYMENTS

4. Any payment made hereunder shall be made free and clear of, and without deduction of or

on account of, any present or future taxes, duties, charges, fees, deductions or withholdings of any nature whatsoever and on whomsoever imposed.

GOVERNING LAW

5. This Guarantee is governed by the laws of Pakistan and we hereby agree to submit to the

exclusive jurisdiction of the courts of Pakistan over any claim arising out of this Guarantee. IN WITNESS WHEREOF this Guarantee has been executed on this [insert day] day of [insert month] [insert year]. SIGNED for and on behalf of ) [* the Guarantor Bank] ) by its Attorney, [* Name of Attorney] )

WITNESSES: [ ]

19

ANNEXURE H

PROJECT COMPLETION SCHEDULE

Activity Description of Activity Duration

(As Per Project Schedule) No. 1. Field Works and Data Collection

2. Topographic survey

3. Soil investigation

4. Submission of Detailed Design

5. Land Acquisition and Public Utilities

6. Achievement of Financial Close

7. Works Commencement

8. Construction of the Project

9. Testing and Commissioning 10. Operations Period

Note: The Concessionaire shall be obligated to submit his implementation schedule using Primavera with Resource Loaded as per Stipulated Project Completion Period.

20

ANNEXURE I

COMMISSIONING PROCEDURE On the Project Completion Date, the following actions and all other necessary actions as may be required to enable the Concessionaire to levy Tolls, as per Section 5 of Annexure D [Toll Structure], on users of the Project shall be undertaken, or shall already have been undertaken, as the case may be (collectively referred to as the “Commissioning Procedure”):

(a) The Concessionaire shall ensure that the Toll operations and surveillance system has been

adequately tested; (b) The Concessionaire shall ensure that sufficient operations and maintenance staff has been

recruited to man the Toll Plaza, to supervise the Toll Plaza’s operations, to manage the collection of Tolls and its deposits into the Project Collection Account, and to manage the Toll operation and surveillance system;

(c) The Concessionaire shall ensure that the operators and managers at the Toll Plaza are properly

dressed in a neat uniform and are adequately trained to deal cordially with the road users; (d) The Concessionaire shall confirm that billboards or hoardings stating the Tolls which are to be

applied on users of the Project have been set up at prominent and appropriate locations at each access and exit point of the Project;

(e) The Concessionaire shall check that all safety fences or barriers (if required) have been provided

where required; (f) The Concessionaire shall perform testing on the lighting;

(g) The Concessionaire shall confirm that adequate traffic signs have been provided for traffic

management and road safety; (h) LDA shall ensure that adequate police service is provided for the regulation of traffic and the

safety of road users and the general public; (i) The Concessionaire shall ensure that the area along the Toll Plaza has been aesthetically

landscaped, cleaned and cleared of all debris; and (j) Within two (2) weeks prior to the expected opening of the whole of the Project to traffic, LDA

shall, upon the Concessionaire’s written request and in consultation with the Concessionaire, publish an announcement in Pakistani newspapers of general circulation, which announcement shall provide the date the Project will be opened to traffic, details of the access and exit from the Project, the Tolls that are to be applied on users of the Project commencing from the Service Commencement Date, and a notification that the Concessionaire has been authorized by LDA to collect the Tolls.

21

ANNEXURE J

OPERATION & MAINTENANCE Part 1: O&M Requirements relating to Operation (a) General: The Concessionaire shall be responsible for the efficient operation of the Project, the

removal of debris and spillage from the Concession Area, the provision of other basic services to users of the facility and all toll collection activities. In this regard the Concessionaire shall formulate detailed Standard Operating Procedures (“SOPs”). The Concessionaire will be required to liaise closely with the police and the emergency services to ensure that performance and safety standards are met at all times. A series of minimum performance standards are set out in this Part 1 of Annexure J that must be met at all times by the Concessionaire. The Concessionaire will be required to prepare an Operations & Maintenance Manual, setting out procedures whereby these standards (or higher performance standards as may be agreed upon) are to be met.

(b) Restrictions on Vehicular Access: Use of the Project will be limited to motorized vehicles only,

but shall otherwise not be limited to any particular type of motorized vehicle. Limitations on permissible gross vehicle weight, maximum axle load, and vehicle width, height and length will be governed by the existing laws as amended from time to time.

(c) Incidents and Response: In normal circumstances, any emergency telephone numbers if

provided to commuters on the Project shall be in working order at all times. In such an event project control centre shall be staffed by at least two personnel at all times. The principal function of these personnel shall be to receive information and to initiate appropriate actions to overcome reported incidents. Such actions shall include mobilization of vehicle recovery and emergency maintenance personnel, and liaising with the appropriate emergency services. The response time between receipt of information and initiation of appropriate action shall normally be no longer than fifteen (15) minutes.

(d) Removal of Debris and Spillage: The Concessionaire shall provide and maintain a mobile rapid

response maintenance team to attend at the scene of any reported incident. The primary functions of this rapid response team will include, but not be limited to:

(i) The removal of debris and spillage from the Project; (ii) The rendering safe of any identified safety hazards; and (iii) The introduction and monitoring of any emergency traffic management systems that is

required in connection with emergency situations with necessary coordination with traffic police. The vehicles deployed and the methods and equipment used for carrying out these emergency activities shall conform to internationally recognized standards. In addition, all staff employed in such activities shall be fully trained in all aspects of traffic safety, emergency procedures and remedial maintenance and shall wear appropriate reflective clothing.

(e) Provision of Basic Levels of Service: In addition to the above specific operational requirements,

the following basic levels of service shall be maintained at all times:

(i) All parts of the Project shall remain open for use by traffic at all times, except as may be directed or agreed from time to time by LDA under the terms of the Agreement;

(ii) All lighting, on the urban area of main carriageway, intersections and within Toll Plazas, shall be illuminated throughout the hours of darkness;

(iii) All toilet facilities shall be continually staffed and the toilets shall be maintained in a clean condition throughout the operational hours of the service and rest areas (if such areas are provided); and

22

(iv) All parts of the Concession Area shall be kept clean, tidy and free from litter. (f) Traffic Management and Road Safety: When undertaking any maintenance or other activity, on

or adjacent to the Project, adequate precautions shall be taken to protect the safety of both the general public and the Concessionaire’s employees and representatives. These precautions shall include, but not be limited to, the provision of adequate advance signage, the provision of appropriate traffic management systems on the approaches to the works area, and when appropriate, the provision of adequate illumination of all signage and traffic management systems. The layout of all such signage and of the traffic management systems themselves shall be in accordance with international standards.

Part 2: O&M Requirements relating to Maintenance (a) General: The Concessionaire shall be required to prepare SOPs and undertake a maintenance

program with the objectives of ensuring that the Project can be operated efficiently. Maintenance of the facility can be broadly divided into two specific areas: day-to-day corrective action to remedy faults due to vehicle damage, vandalism and reported malfunctions; and planned maintenance based on regular inspection, assessment of condition against specified performance thresholds. For both of these types of maintenance activity, a comprehensive database shall be established by the Concessionaire, detailing in date order, all reported faults (whether through planned maintenance inspections or reports from members of the public, police or other government bodies) and the corrective action taken. All such records shall remain available for inspection by LDA for a period of six years.

(b) Road Pavement: The need for periodic maintenance of the road pavement will be determined

by the use of annual condition and usage surveys. The function of these surveys will be to record, in both absolute and relative terms, the road pavement’s performance, rideability and structural integrity. Bump integrator or latest technology available shall be used for the purpose of condition survey. Condition surveys shall be undertaken of the whole road pavement within the Project on an annual basis. These surveys shall be divided into one kilometer sections and shall record:

(i) The location, type and magnitude of all cracking in the road pavement (block cracking, alligator

cracking, longitudinal and transverse cracking, and edge cracking); (ii) The location, condition and magnitude of all existing sealing compound in the road pavement; (iii) The extent of all potholes and patching, both within the pavement and at the pavement edge; (iv) The structural strength of the road pavement and its sub layers, as indicated by the extent of

any depressions, or rutting in the inner and outer wheel tracks of the nearside lane; (v) The extent of any bleeding, stripping or spreading of the road surface; and (vi) The riding quality (roughness) of the pavement.

Based on the findings of these surveys, a planned maintenance program shall be developed for the following year, the objective of such a program being to take remedial action at the earliest possible time to both reduce the overall need for maintenance and the consequent disruption to traffic. In determining this maintenance program, it will be a mandatory requirement that the condition of the road pavement conforms to the following minimum performance standards: Extent of Cracking and Joint Sealing

Within any one (1) Kilometre section of road, the extent of pavement cracking shall not exceed the limits set out in Table 2.1. Cracking should either be non-spalling or with minor spalling of less than 8 mm. Table 2.1: Road Pavement, Maximum Acceptable Extent of Cracking

Type of Cracking Maximum Acceptable Levels

23

Centre Line Cracking The severity and extent defining Wheel Track Cracking intervention will be established in the Block Cracking Operation Manual. Alligator Cracking

Extent of Potholes Within any one (1) Kilometre length of road there shall be no more than five (5) existing or patched potholes with a size greater than 500mm x 500mm x 25mm. Extent of Rutting The depth of rutting at any particular location shall not exceed 13 mm and additionally over a one (1) Kilometer length of carriageway no more than 250 metres shall be rutted up to a depth of thirteen (13) millimetres as per Appendix K of the AASHTO Guide for Design of Pavements Structures. These criteria shall apply to the mean depth of rutting computed from measurements taken over 20 feet (6 metres) along the length of the road.

Riding Quality

The roughness of the pavement, over any one kilometer length, in any one lane, shall not exceed the following permissible limits:

After Construction IRI = 2.2 m/km Operations Period IRI = 4.2 m/km

At any time during the Operations Period, if the roughness of the pavement exceeds the said limits, the Concessionaire shall rectify the pavement through structural/functional overlay or through recycling. In addition to ensuring that the roughness of the pavement meets the above stated minimum performance criteria, the Concessionaire will also conduct a rolling routine maintenance program to ensure that the road pavement and shoulders are adequately protected from rapid deterioration through the day-to-day actions of traffic and water penetration. This program shall include, but not be limited to:

(i) Making good all potholes and edge failures within seven days of their being identified

or reported; (ii) Sealing all pavement cracks at the earliest possible opportunity following the annual

inspection; and (iii) Repairing any existing joint or crack-filling sealant that has ceased to be effective.

(c) Structures: All structures shall be fully inspected at two yearly intervals as part of a planned monitoring procedure, and any identified defects shall be remedied within a period of six months from the date of inspection. In addition, any structure that has been the subject of collision or other damage shall be inspected as soon as is practical, and in any event within a period of 24 hours of the incident taking place. If such an inspection shows that the structure’s structural integrity has been compromised, appropriate action shall be taken immediately to ensure the safety of road users. Remedial repairs should then be undertaken, as soon as is practical, to restore the structure to a safe operational condition. Minor damage that does not in any way compromise the structural integrity of the structure shall be carried out within six months as part of a rolling maintenance program.

(d) Earthworks: All earthworks shall be inspected for signs of deterioration, at three-monthly

intervals, and more frequently during the monsoon season, as part of a rolling planned maintenance program and appropriate remedial action shall be taken to make good any identified defects. In addition, daily inspections of any susceptible areas of earthworks (including rip-rap embankment linings) shall be made during periods when unusually high water levels are identified adjacent to the Project, and appropriate action shall be taken to both safeguard the structural integrity of the facility and to remedy any defects that occur.

24

(e) Drainage: The drainage system shall be inspected and routinely maintained at six-monthly

intervals. The timing of these inspections shall be such as to ensure that the system is fully functional at times of heaviest rainfall and there is no water ponding which may cause damage to the road pavement. The six -monthly inspection and routine maintenance shall be designed to ensure that the system is free of silt and other debris, all covers and manholes are in place and secured, and are fully functional. Catch basins and culvert inlets and outlets should also be cleaned regularly to remove accumulated debris. In addition, at two-yearly intervals the drainage system shall be fully inspected to ascertain its structural integrity, and appropriate remedial action shall be taken as necessary.

(f) Road Lighting: Routine maintenance activities shall be undertaken at the intervals specified

below:

Table 2.2: Road Lighting, Maintenance Schedule Interval Maintenance Activity

Every 14 days Remedy any defect leading to non-illumination of the lamp fitting Every 12 months Clean all lanterns and examine the water tightness,

mechanical, structural and electrical integrity of the installation and carry out all necessary remedial Repairs Every 36 months Bulk change all High Pressure Sodium lamps (SON

and SON-T) Every 5 years or earlier if Repaint all lamp column in accordance with United necessary Kingdom Department of Transport Standard BD

18/83 or similar.

All faults that are not rectified at the time of inspection shall be rectified as follows:

(i) Where the identified fault represents a structural or electrical safety hazard, steps shall be taken to effect a permanent or temporary repair within 24 hours and all temporary repairs shall be permanently rectified within a period of 14 days;

(ii) Where lighting failures constitute a road safety hazard the failure shall be rectified as soon as possible and at least within 14 days of the inspection; and

(iii) Isolated lamp failures that do not constitute a road safety hazard, and any other defects that do not compromise safety, shall be rectified within six months as part of a rolling 6-monthly maintenance program.

(g) Road Signs: Routine maintenance of road signs shall be of two types. The first relates to the

visibility and safety of the sign installation and the second relates to the overall condition of the signage. Routine maintenance activities shall be undertaken at the intervals specified in Table 2.3. The maintenance activities set out in Table 2.4 shall include the inspection of all signs at the intervals specified, for the purpose of identifying and rectifying the particular category of fault. All faults that are not rectified at the time of inspection shall be rectified as follows:

(i) Where the identified fault represents a safety hazard, steps shall be taken to effect a

permanent or temporary repair within 24 hours and all temporary repairs shall be permanently rectified within a period of 28 days;

(ii) Where the identified fault does not represent a safety hazard, remedial action shall be undertaken as soon as is practical within the rolling 6-month maintenance program; and Any road sign that is damaged beyond repair shall be replaced at the earliest opportunity and in any event within 7 days of the damage occurring.

In addition to the routine maintenance regime set out in Table 2.4, bulk changes of all lamps shall be carried at intervals appropriate to the type of lamp used. Table 2.3: Road Signs, Maintenance Schedule

25

Interval Maintenance Activity Daily Visual inspection for damage or vandalism and the

effecting of all emergency repair work identified through inspection or reported by the public, police or other body. Every 28 days Remedy any defect resulting in non illumination of

lamps.

At least every 6 months Clean the surface material of all signs and luminaries

but more regularly if and take appropriate action to ensure that

Needed unobstructed visibility is maintained in accordance

with the design criteria.

Every 2 years Maintain all electrical installations and remedy any

identified faults in accordance with United Kingdom

IEE Wiring Regulations (15th Edition) or similarly

approved standard. Every 2 years Check the structural integrity of all signs including

the security of all brackets, bolts and other fittings,

the condition of all rivets, welded joints, frames,

posts and gantries, and carry out all necessary remedial works. Check the appearance and condition of the sign in terms of legibility, luminance, colour and retro- reflective properties, and carry out all necessary remedial works.

Table 2.4: Road Markings, Maintenance Performance Thresholds Type of Degradation Threshold for Corrective Maintenance Wear (erosion) 70% or less of the Thermoplastic material

remaining on the road surface Spread 10% or greater increase in the dimension of the

markings, when compared with specified Dimensions Colour (luminance factor) Luminance factor 45% or less Retro-reflectivity Nominal 100mcd/m2/lux

(h) Road Markings: All road markings shall be subjected to routine inspection at least once every

year. These inspections shall be aimed at determining the extent of degradation of the markings due to:

Normal wear and tear or damage; Spread due to movement of the road surface or plasticity of the material; Loss of colour; and Reduction in retro-reflective properties.

Apart from subjective inspections of retro-reflective properties, all inspections shall be carried

26

out in daylight conditions. In all cases where the level of degradation exceeds the limits set out in the Operation Manual corrective maintenance shall be undertaken within a period of six months.

(i) Vehicular Safety Barriers: Maintenance of safety barriers shall be of two types. The first relates

to identifying and rectifying collision damage, and the second relates to maintaining the overall condition of the safety barrier. All vehicular safety barriers shall be visually examined on a daily basis to identify damage. All such damage that is identified shall be made safe at the earliest opportunity, and in any event within a period of 24 hours. In addition, permanent repairs to all damaged sections of safety barrier shall be affected within a period of seven days. All safety barriers shall be inspected at six-monthly intervals to determine their condition in terms of structural integrity and horizontal and vertical alignment. Any identified defects that relate directly to user safety shall be rectified as soon as is practical, and in any event made temporarily safe within a period of 24 hours and fully rectified within the following seven days. Other identified defects that do not affect user safety shall be rectified as part of a rolling six-monthly maintenance program.

(j) Toll Equipment: The Maintenance Program shall specify procedures for regularly checking the

condition of toll collection and traffic management equipment and the planned refurbishment or replacement of equipment in order to minimize losses of toll collection proceeds due to equipment failure and to ensure levels of service are maintained. The Maintenance Program shall also take account of the technology life of the electrical and electronic equipment, which may be expected to be obsolete within 10 to 15 years, and shall include provision for system upgrading to ensure that the systems comply with international or other acceptable standards then prevailing.

Part 3: Vehicle Breakdown and Accidents

(a) In the case of unsafe conditions, vehicle breakdowns and accidents, the Concessionaire shall

follow the relevant operating procedures contained in the Operations Manual, including the setting up of temporary traffic cones and lights as well as the removal of obstruction and debris expeditiously.

(b) The Concessionaire shall ensure that any diversion or interruption of traffic is remedied without delay. The Concessionaire’s responsibility for rescue operations on the Project shall be limited to the removal of vehicles or debris or any other obstruction, which may endanger or interrupt the smooth traffic flow on the Project, and shall be in accordance with the applicable Laws of Pakistan.

(c) The Concessionaire shall maintain a log of all vehicle breakdowns and accidents on the Project,

and provide a monthly summary of the same to LDA Representative. The Concessionaire shall ensure that the safety standards specified in the Operations Manual are strictly complied with in the event of any lane closure or diversion of traffic occasioned by vehicle breakdowns or accidents.

Part 4: Emergency De-commissioning (a) If, in the reasonable opinion of the Concessionaire there occurs an emergency which warrants

decommissioning and closure to traffic of any part or the whole of the Project, the Concessionaire shall be entitled to de-commission and close the relevant part or the whole of the Project to traffic for so long as such emergency and the consequences thereof warrant, provided however that such emergency decommissioning will be notified to LDA Representative promptly. LDA Representative may, subject to the terms of the Agreement, issue directions to the Concessionaire for dealing with such situations and the Concessionaire shall abide by such directions.

(b) The Concessionaire shall re-commission the Project or the affected part thereof as quickly as

practicable after the circumstances leading to its de-commissioning and closure have ceased to

27

exist. (c) The Concessionaire shall maintain a log of all decommissioning and re-commissioning of the

Project, and provide a monthly summary of the same to LDA Representative. Part 5: Routine Maintenance

(a) The Concessionaire shall maintain and upkeep the Project in a condition (fair wear and tear

excepted) to enable its use for the smooth flow of traffic, commencing from the opening to traffic of any section of the Project till the expiry of this Agreement. The Concessionaire shall also maintain and upkeep the Project Assets in good working order (fair wear and tear excepted) commencing from the Service Commencement Date till the expiry of this Agreement.

(b) The scope of work routine maintenance will include pavement marking, signage replacement,

cat eye and stud replacement, repair of pot holes, minor repair of New Jersey barriers, sealing of cracks, expansion joint maintenance, cleaning of longitudinal and cross-drains, road brooming, landscape maintenance, and the maintenance of toll plazas and the operation/maintenance offices. The Concessionaire shall keep the carriageways, lay-byes and the Toll Plazas in a clean, tidy and orderly condition free of litter and debris, and be responsible for the maintenance of the approach ramps to and exit ramps from the Project.

(c) The Concessionaire shall within forty-five (45) days prior to the Service Commencement Date,

and thereafter every forty-five (45) days prior to the commencement of an Accounting Year, make an estimate of the costs and expenses that will be incurred in undertaking routine maintenance activities on the Project Assets, and provide the estimate to LDA Representative.

(d) The Concessionaire shall be responsible for undertaking periodic inspections on the Project in

accordance with the Operations Manual to identify if there is a need to repair potholes, cracks, concrete joints, drains, line marking, lighting and signage. In the event any such inspection indicates a need to undertake any such repair, the relevant personnel shall record the works to be carried out in the Maintenance Diary, and thereafter forthwith undertake such works either directly or via the O&M Contractor. The Concessionaire shall keep the Maintenance Diary updated at all times, and retain the same within the Administrative Office. If, notwithstanding the periodic inspections, the Concessionaire receives a complaint from any user or LDA Representative on one or more items which require repair, the Concessionaire shall record such complaint in the Maintenance Diary, investigate the complaint as soon as practicable thereafter, and if it is indicated that there is a need to undertake repair work, the Concessionaire shall record the works to be carried out in the Maintenance Diary, and thereafter forthwith undertake such repair works.

(e) For purposes of issuing works order, the Concessionaire may retain one or more field logs as

it may require. Upon the completion of the maintenance works, the Concessionaire shall record the works completed in the Maintenance Diary.

(f) The Concessionaire shall maintain a record of all costs and expenses incurred by it in carrying

out the routine maintenance operations, including the cost of salaries of its routine maintenance staff and any O&M Contractor engaged by the Concessionaire for this purpose.

Part 6: Periodic Maintenance (a) The scope of works for periodic maintenance includes pavement overlay replacement both at

bridge decks and at-grade roads after design life of ten (10) years, repair or replacement of damaged New Jersey barriers, expansion joints, bearing pads, road furniture, highway safety devises, utility and communication infrastructure, and toll canopy and toll barriers. The scope of periodic maintenance shall not include the extension of any existing pavements, bridges, structures and other civil works unless the same constitute part of the Project Assets.

28

(b) Not later than forty five (45) days before the beginning of each Accounting Year, the

Concessionaire shall prepare and provide to LDA Representative, its proposed program of preventive and other scheduled maintenance of the Project subject to the minimum maintenance requirements set forth in the Operations Manual necessary to maintain the Project at all times in conformity with the specifications and standards. The proposed program shall include but not be limited to the following:

(i) Intervals and procedures for the carrying out of inspection of all elements of the Project; (ii) Criteria to be adopted for deciding maintenance needs; (iii) Preventive maintenance schedule; (iv) Intervals at which the Concessionaire shall carry out periodic maintenance; (v) Lane closure schedule for each type of maintenance (length and time); (vi) Intervals for major maintenance and the scope thereof; and (vii) The estimated costs and expenses for carrying out the proposed program.

(c) LDA Representative shall review the proposed works program for periodic maintenance, and

approve the same with or without changes thereto, and notify the Concessionaire that the approved works shall be undertaken in accordance with the approved program. Upon receipt of the notification from LDA Representative, the Concessionaire shall plan the execution of the works in accordance with the approved program, and thereafter implement the works in accordance with the procedures, specifications and standards set out in the Operations Manual. The Concessionaire shall not commence any works in respect of periodic maintenance until LDA Representative has approved the same in accordance with this Part 6 in Annexure J.

(d) The Concessionaire shall not close any lane of the Project for undertaking maintenance or

repair works except with the prior written approval of LDA Representative subject to the terms of this Agreement. Such approval, if required, shall be sought by the Concessionaire through a written request to be made at least seven (7) days before the proposed closure of lane and shall be accompanied by particulars indicating the nature and extent of repair works, the length and section required to be closed and the period of closure. The Concessionaire shall also furnish particulars indicating the minimum time required for completing such repair works. Within five (5) days of receiving such request, LDA Representative shall grant permission with such modifications as it may deem necessary. Upon receiving such permission, the Concessionaire shall be entitled to close the lane in accordance with such permission and re-open it within the period stipulated under such permission.

(e) The Concessionaire shall not carry out any material modifications to the Project save and

except where such modification (1) is required by Good Industry Practice; or (2) is necessary for the Project to operate in conformity with the specifications and standards prescribed in the Operations Manual. In the event any such material modifications is required or is necessary, the Concessionaire shall notify LDA Representative of the proposed modifications along with details thereof at least one (1) month before commencing work on such modifications. The Concessionaire shall not commence any such modification work until LDA Representative has approved the same with or without changes.

(f) Upon the completion of the periodic maintenance works, LDA Representative may, subject to

the terms of this Agreement undertake together with the Concessionaire Representative, a joint inspection of the completed works to ascertain if the works have been carried out in accordance with the specifications and standards contained in the Operations Manual. LDA Representative may, if he deems necessary, subject to the terms of this Agreement instruct the Concessionaire to undertake such tests as provided in the Operations Manual to confirm that the works have been completed in accordance with the specifications and standards contained in the Operations Manual.

(g) The Concessionaire shall prepare a detailed description of the periodic maintenance works

29

carried out, and maintain a record of the same. The Concessionaire shall prepare on a monthly basis a statement of costs and expenses incurred in undertaking the periodic maintenance works.

30

ANNEXURE K

FORM OF OPERATIONS BOND To: [LDA] WHEREAS: (A) By an agreement in writing dated [insert date] (“Agreement”) and made between

the Lahore Development Authority (“LDA”) and [insert Name of Concessionaire] (“Concessionaire”), the Concessionaire has agreed to, inter alia, develop, design, engineer, finance, construct, commission, manage, operate, maintain, insure and, on the Transfer Date, transfer, Project, under a build, operate and transfer (“Project”), upon and subject to the terms and conditions of the Agreement.

(B) The terms of the Agreement oblige the Concessionaire to provide an

operations bond to LDA as security for the due performance of the operations period of the Project.

In consideration of your accepting of our obligations herein contained for the discharge of the Concessionaire’s obligation to provide such guarantee, we, [insert full name and address of insurance company] hereby, irrevocably and unconditionally, guarantee the payment of PKR [insert amount] (“Guaranteed Sum”), being an amount equivalent to one percent (01%) of the projected Toll Revenue for the [insert number i.e. first, second etc.] Operational Year, in respect of which this guarantee is required, and accordingly covenant with you and agree as follows: GUARANTEE

1. Upon receipt of a written demand made by you upon us from time to time or

at any time stating the Concessionaire has failed to perform its obligations with regard to performance of the Operations Period under the Agreement, and without the need for you to take legal action against or to obtain the consent of the Concessionaire, and notwithstanding any objection by the Concessionaire and without any further proof or condition and without any right of set off or counterclaim, we shall forthwith pay to you the amount or amounts specified in such demand or demands, not exceeding in aggregate the Guaranteed Sum. Such payment or payments shall be made by transfer to an account in your name at such bank in such place as you shall direct.

NO DISCHARGE 2. Our obligations hereunder shall not be affected by any act, omission, matter

or thing that might operate to release or otherwise exonerate us from our obligations hereunder in whole or in part, including without limitation and whether or not known to us or you:


(b) the taking, variation, compromise, renewal or release of or refusal or

neglect to perfect or enforce any rights, remedies or securities against the Concessionaire or any other person;

(c) any legal limitation, disability or incapability relating to the

Concessionaire or any other person;

31

(d) any variation of or amendments to the Agreement or the works to be

performed thereunder or any other documents or security so that references to the Agreement in this Guarantee shall include each such variation and amendments; and

(e) any variation of or amendment to the Agreement of any obligations of

the Concessionaire or any other person under the Agreement or any other document or security.

DURATION 3. This Guarantee shall be valid and remain in full force and effect till [insert date]

(“Expiry Date of Operations Bond”). Upon written notice by you at least one (1) month prior to the Expiry Date of Operations Bond of the guaranteed sum for the subsequent Operational Year, we shall substitute this Guarantee with another guarantee in similar form as this Guarantee for the subsequent Operational Year, and on similar fashion thereafter for the duration of the Agreement. Upon your receipt of the guarantee in substitution of this Guarantee, you shall arrange to return this Guarantee for cancellation. If this Guarantee is not renewed for a further period, we shall make payment of the Guaranteed Sum on the Expiry Date.

PAYMENTS

4. Any payment made hereunder shall be made free and clear of, and without

deduction of or on account of, any present or future taxes, duties, charges, fees, deductions or withholdings of any nature whatsoever and on whomsoever imposed.

GOVERNING LAW

5. This Guarantee is governed by the laws of Pakistan and we hereby agree to

submit to the exclusive jurisdiction of the courts of Pakistan over any claim arising out of this Guarantee.

IN WITNESS WHEREOF this Guarantee has been executed on this [insert day] day of [insert month] [insert year]. SIGNED for and on behalf of )[* the Guarantor Insurance Company] ) by its Attorney, [* Name of Attorney] ) WITNESSES: [ ][ ]

32

ANNEXURE L

TRAFFIC PROJECTION (as per Financial Model of Bidder)

33

ANNEXURE M INSURANCE COVER

(Note: The insured sums will be as agreed with the respective takaful or insurance companies in accordance with Good Industry Practice as prevailing at the relevant time) (a) Takaful or Insurance for the Works

(i) Contractor’s All Risks Policy

Minimum Sum to be Insured : Period of Insurance : The Construction Period

(ii) Comprehensive Third Party Liability

Minimum Sum to be Insured :

Period of Insurance :The Construction Period

(iii) Damages to the Works



(iv) Force Majeure Events



(b) Takaful or Insurance for the Toll Plaza

(i) Damages to the Toll Plaza

Minimum Sum to be Insured : Period of Insurance : The Concession Period



Period of Insurance :The Concession Period

(iii) Cash In-Transit



34



(c) Takaful or Insurance During the Operations Period (on the Project

Assets)

(i) Damages to the Project Assets


Period of Insurance :The Operations Period




(iii) Cash In-Transit



(iv) Force Majeure Events



35

ANNEXURE N FORM OF SUBSTANTIAL COMPLETION CERTIFICATE

This certificate of substantial completion (“Substantial Completion Certificate”) is issued on this [insert day] day of [insert month] in the Year [insert year] by [insert details of the Independent Engineer]. Pursuant to the terms of the concession agreement dated [insert date] (“Agreement”) between LDA and [Insert Name of Concessionaire] (“Concessionaire”), whereby the Concessionaire has agreed to, inter alia, develop, design, engineer, finance, construct, commission, manage, operate, maintain, insure and, on the Transfer Date, transfer, Project, under a build, operate and transfer (“Project”), the Independent Engineer hereby certifies that the Concessionaire has successfully substantially completed all the Works pursuant to the Agreement (except the Works enumerated in the Incomplete Works List enclosed herewith) in conformity with the Construction Performance Standards and the Approved Detailed Design, and the Project Assets are capable of being safely and reliably opened for commercial operations.

This Substantial Completion Certificate shall not release the Concessionaire from its obligation to complete the Works enumerated in the Incomplete Works List and the performance of any of its other obligations under the Agreement. Further, the issuance of this Substantial Completion Certificate shall not absolve the Concessionaire from its duty to ensure the quality, soundness, durability and safety of the Works and compliance with the Operations & Maintenance Manual.

_______________________ [insert the Independent Engineer’s name]

Witnesses: 1. [insert details] 2. [insert details]

36

ANNEXURE O FORM OF COMPLETION CERTIFICATE

This certificate of completion (“Completion Certificate”) is issued on this [insert day] day of [insert month] in the Year [insert year] by [insert details of the Independent Engineer]. Pursuant to the terms of the concession agreement dated [insert date] (“Agreement”) between LDA and [Insert Name of Concessionaire] (“Concessionaire”), whereby the Concessionaire has agreed to, inter alia, develop, design, engineer, finance, construct, commission, manage, operate, maintain, insure and, on the Transfer Date, transfer, Project, under a build, operate and transfer (“Project”), the Independent Engineer hereby certifies that the Concessionaire has successfully completed all the Works pursuant to the Agreement, in conformity with the Construction Performance Standards and the Approved Detailed Design, and the Project Assets are capable of being safely and reliably opened for commercial operations.

This Completion Certificate releases the Concessionaire’s Construction Performance Bond, but shall not release the Concessionaire from the performance of any of its other obligations under the Agreement. Further, the issuance of this Completion Certificate shall not absolve the Concessionaire from its duty to ensure the quality, soundness, durability and safety of the Works and compliance with the Operations & Maintenance Manual.

_______________________ [insert the Independent Engineer’s name]


37

ANNEXURE P TORs OF THE INDEPENDENT ENGINEER

The duties and responsibilities of the Independent Engineer shall include: (a) Review of the Detailed Design and recommendation to LDA

(b) periodic inspection of the Works for the purpose of the issuance of the Premises Completion

Certificate, the Substantial Completion Certificate, Incomplete Works List and the Completion Certificate;

(c) verification and checking of quality and quantity of the Works accomplished by the

Concessionaire as against the Approved Detailed Design, and the Works programme; (d) advice on corrective measures to be undertaken on any defects in the Works; (e) ensuring that the Approved Detailed Design and the Works are being carried out within the

relevant cost projections and construction schedules and otherwise in conformity with this Agreement;

(f) making recommendations for release of the Construction Performance Bond; (g) making recommendations to LDA for adoption and/or Approval of requests for extension of

time for completion of the Works; (h) reporting to the Lenders on a regular basis with regard to various matters covered by this

Agreement and to this end entering into a direct agreement with the lenders;

(i) determination of appropriate relief as a consequence of a Compensation Event and Relief

Event, Unforeseeable Conduct or any other event in accordance with the terms of this Agreement;

(j) determination of any Additional Costs to be borne by LDA during and in respect of the

Construction Period; (k) determine the cost of actual work In computing the Book Value;

(l) verification of computation of Termination payments;

(m) supervision of all test related to quality assurance and approval regarding source of materials.

(n) issuance of Handback Certificate in the form attached hereto as Annexure X [Form of Handback Certificate], certifying that the Project Assets comply with the Handback Requirements in accordance with Annexure W [Handback Requirements];and

(o) Such other functions as stated in this Agreement or as may be stipulated in the relevant

contract between the Independent Engineer and the Concessionaire.

38

ANNEXURE Q TORs OF THE INDEPENDENT AUDITOR

The duties and responsibilities of the Independent Auditor shall include: (a) carrying out audits of the Project Collection Account and the Project Maintenance Escrow

Account bi-annually or at such other intervals as reasonably requested by LDA or the Concessionaire and submit its report to both LDA and the Concessionaire;

(b) conducting an annual inspection of the Toll collection operations undertaken by the

Concessionaire and the equipment operated and maintained by the Concessionaire; (c) determination of any Additional Costs to be borne by LDA during and in respect of the

Operations Period; (d) determination of appropriate relief as a consequence of a Compensation Event, Relief

Event and Unforeseeable Conduct or any other event, in accordance with the terms of this Agreement;

(e) determination of appropriate relief as a consequence of a Change in Law, in accordance

with the terms of this Agreement; (f) determination of the Termination Payments; (g) reporting to the Lenders on a regular basis with regard to various matters covered by this


(h) Reporting to the Lenders on a regular basis with regard to various matters covered by this


(i) Assessment of failure of material obligations which amounts to a Material Breach;

(j) shall carry out audits of the Project Collection Account bi-annually or at such other intervals as reasonably requested by LDA

(k) shall carry out computation of book value.

(l) shall carry out audits of the Project Escrow Account bi-annually or at such other intervals as reasonably requested by LDA

(m) recommendation to LDA to effect an extension of the Concession and/or Construction Period or other remedy for a Force Majeure Event.

(n) Such other functions as stated in this Agreement or as may be stipulated in the relevant

contract between the Independent Auditor and the Concessionaire.

39

ANNEXURE R LIST OF PROJECT DOCUMENTS 1. The Financing Agreements (to be executed); 2. the Joint Venture Agreement or the Shareholders’ Agreement,

as the case may be (executed); 3. the Subcontracts (to be executed); 4. all other contracts executed by the Concessionaire for the

discharge of its obligations under this Agreement.

40

ANNEXURE S PROPOSAL

[Physical copy to be attached

41

ANNEXURE T OPERATIONS & MAINTENANCE MANUAL [To be attached upon preparation and Approval]

42

ANNEXURE U

CORPORATE DETAILS OF THE CONCESSIONAIRE 1. Form of Company: 2. Authorized share capital: 3. Issued share capital: 4. Shareholders: 5. Respective shareholding of the Shareholders: [Insert Share in percentage] and [Insert name

of JV Partner]: [Insert Share in percentage]

43

ANNEXURE V FORM OF TRANSFER BOND

To: [LDA] WHEREAS:

(C) By an agreement in writing dated [insert date] (“Agreement”) and made between the Lahore

Development Authority (“LDA”) and [insert Name of Concessionaire] (“Concessionaire”), the Concessionaire has agreed to, inter alia, develop, design, engineer, finance, construct, commission, manage, operate, maintain, insure and, on the Transfer Date, transfer, Project, under a build, operate and transfer (“Project”), upon and subject to the terms and conditions of the Agreement.

(D) The terms of the Agreement oblige the Concessionaire to provide a transfer bond to LDA as

security to cure any shortcomings in the physical assets of the Concessionaire including all civil works, installations, equipment and facilities during the period when the Project is being transferred from the Concessionaire to LDA.

In consideration of your accepting of our obligations herein contained for the discharge of the Concessionaire’s obligation to provide such guarantee, we, [insert full name and address of insurance company in Pakistan] hereby, irrevocably and unconditionally, guarantee the payment of PKR [insert amount] (“Guaranteed Sum”), being an amount equivalent to two per cent (2%) of the Total Project Cost (as defined in the Agreement), and accordingly covenant with you and agree as follows: GUARANTEE

1. Upon receipt of a written demand made by you upon us from time to time or at any time stating

the Concessionaire has failed to perform its obligations with regard to curing any shortcomings in the physical assets of the Concessionaire including all civil works, installations, equipment and facilities during the period when the Project is being transferred from the Concessionaire to LDA under the Agreement, and without the need for you to take legal action against or to obtain the consent of the Concessionaire, and notwithstanding any objection by the Concessionaire and without any further proof or conditions and without any right of set off or counterclaim, we shall forthwith pay to you the amount or amounts specified in such demand or demands, not exceeding in aggregate the Guaranteed Sum. Such payment or payments shall be made by transfer to an account in your name at such bank in such place as you shall direct.

NO DISCHARGE

2. Our obligations hereunder shall not be affected by any act, omission, matter or thing that might

operate to release or otherwise exonerate us from our obligations hereunder, in whole or in

part, including without limitation and whether or not known to us or you:

(f) at any time, the waiver to the Concessionaire or any other person;

(g) the taking, variation, compromise, renewal or release of or refusal or neglect to perfect


(h) any legal limitation, disability or incapability relating to the Concessionaire or any other

person;

44

(i) any variation of or amendments to the Agreement or the works to be performed

thereunder or any other documents or security so that references to the Agreement in this Guarantee shall include each such variation and amendments; and

(j) any variation of or amendment to the Agreement of any obligations of the

Concessionaire or any other person under the Agreement or any other document or security.

DURATION

3. This Guarantee shall remain valid and in full force and effect until you shall have notified us in

writing that the Concessionaire has performed all its obligations and discharged all its liabilities under or relating to the Agreement, following which this Guarantee shall be returned to us for cancellation; provided, that this Guarantee shall expire on [insert date].

PAYMENTS

4. Any payment made hereunder shall be made free and clear of, and without deduction of or on

account of, any present or future taxes, duties, charges, fees, deductions or withholdings of any nature whatsoever and on whomsoever imposed.

GOVERNING LAW

5. This Guarantee is governed by the laws of Pakistan and we hereby agree to submit to the

exclusive jurisdiction of the courts of Pakistan over any claim arising out of this Guarantee. IN WITNESS WHEREOF this Guarantee has been executed on this [insert day] day of [insert month] [insert year]. SIGNED for and on behalf of )[* the Guarantor Insurance Company] )by its Attorney, [* Name of Attorney] ) WITNESSES: [ ] [ ]

45

ANNEXURE W

HANDBACK REQUIREMENTS

Subject to the terms of this Agreement, upon the Termination Date or the Expiry Date, as the case may be, the Concessionaire shall comply and conform to the following Handback Requirements in respect of the Project Assets:

PROJECT ASSETS MINIMUM REQUIREMENTS Site Clearance Concession Area/Project Assets shall be free

from debris, surplus material or leftover construction material Pavement Including Shoulders and Slopes:

Road Roughness 2.5 m/km (+/- 10%)

Potholes/Depressions Nil

Characteristic Deflection As per Design +/- 0.10%

Slopes (Pavement, Shoulder) As per Design +/- 0.10%

Cracking Nil

Rut Depth Not Exceeding 10mm Length not more than 5% of the Project Bleeding, Raveling Nil

Pavement Edge Deformation Nil

Pavement Edge Drop Nil

Unpaved Shoulders No reverse slope, no scouring and no drop off from

hard shoulder and width as per Design

Road Marking 100%

Roadside:

46

Grass/Turfing Neat not more than 12” high, sight distance clear in intersections, passing zones, curves etc. Slopes No erosion and slope is stable

Slope Pitching Neat and no disturbed pitching

Drainage: Cross Pipes No erosion, structurally sound, joints are all

intact, clear, upstream and downstream side are clear and drains properly

Box Culverts / Slab Culverts No erosion, structurally sound, joints are all intact,

clear, upstream and downstream side are clear and

drains properly.

Drains/Ditches (Lined or Unlined) All drains are clean, no damage and fully

Functional

Drainage Structures Structurally sound, joints intact, no crack

and drains properly Kerb and Gutter Structurally sound, functional and no spalling

Structures:

Bridges/Culverts Smooth ride, structurally sound, no crack

and fully functional. Parapet walls and railings are in

perfect condition and freshly painted, N.J Barriers in perfect condition, wearing course perfectly sloped without any defect, expansion

joints in perfect condition, bearings are all checked

and approved by the Independent Engineer

Other Structures like Retaining Wall, Toe Structurally sound with no cracks, cleaned and Wall, etc. painted where required

Ancillary Work

47

Crash Barriers Structurally sound, replaced with new one wherever broken, damaged or missing

Road Signs/Markings, Delineators, Road Good reflectivity, visible, undamaged, replaced with

Studs etc. and new ones wherever broken, damaged or Other Road Furniture missing, painted, present in proper location,

properly mounted and all are functional

Illumination/Lighting All lighting shall be functional and poles are properly painted

Administrative Office/Operations Office All buildings are in good shape and functional, fresh

paintings inside and outside the

building, no damage inside and outside the building,

water supply, drainage system and electrical are all functional, no damage in the internal pavement, internal road pavement and parking area are resurfaced with road paintings freshly applied, all furniture are in satisfactory

condition and broken ones are replaced with new

one, furnishing items are replaced with fresh ones,

water reservoir is clean, air-conditioners, water coolers, heaters etc. supplied are all in fairly good working condition.

48

ANNEXURE X

FORM OF HANDBACK CERTIFICATE This handback certificate (“Handback Certificate”) is issued on this [insert day] day of [insert month] in the Year [insert Year] by [insert details of the Independent Engineer]. Pursuant to the terms of the concession agreement dated [insert date] (“Agreement”) between LDA and [insert Name of Concessionaire] (“Concessionaire”), whereby the Concessionaire has agreed to, inter alia, develop, design, engineer, finance, construct, commission, manage, operate, maintain, insure and, on the Transfer Date, transfer, Project, under a build, operate and transfer (“Project”), the Independent Engineer hereby certifies that the Project Assets comply with the Handback Requirements.

This Handback Certificate has the effect of releasing the Transfer Bond, constitutes evidence of divestment of all rights and title in the Project Assets by the Concessionaire and vesting thereof in LDA and releases the Concessionaire from all its obligations under the Agreement.

_______________________

[insert the Independent Engineer’s name]


49

ANNEXURE Y

TOTAL PROJECT COST

Item Description Amount (Rs Million)

Earth Work

Subbase and Base Course

Surfacing

Structures (RCC Retaining Walls)

Structures (Shahdra Mor Interchange)

Structures (Imamia Flyover)

Structures (Heavy Vehicular Underpass)

Structures (Light Vehicular Underpass)

Structures (Pedestrian Underpass)

Structures (Culverts)

Draining Erosion Control Works

Electrical Works (Road Lightening)

Ancillary Works/NJB

Expressway Toll Plaza

MBS Station (Civil/Mechanical/Electrical)

Total Construction Cost: Contingencies Escalation for Construction Period

Total Capital Cost: Preliminary Costs Vehicles and Logistics

Project Cost: Funding Cost Interest (for Construction Phase) Year 1

Year 2

Total Project Cost:

50

ANNEXURE Z LIST OF PLANNED COMPETING ROADS AND

ROUTES

Eastern By-Pass under consideration by National Highway Authority (NHA) on Ravi River nearly 4 Km upstream of Shahdra Ravi Bridge on the following proposed alignment.

51

ANNEXURE AA Formula for Monetary Compensation upon establishment of Competing Route

Formula – I (For First Year affected by Competing Route)

Monetary Compensation = Toll Rate as given in Annexure D [Toll Structure] for the affected year x (Expected Traffic Count [1] - Traffic Count of affected year) Where, Expected Traffic Count [1] = Traffic Count of previous year x (1 + Traffic Growth Rate), or Traffic Projection for the affected year as given in Annexure L [Traffic Projection] whichever is lower Where, Traffic Growth Rate for: (a) the first 3 years from Service Commencement Date = 4%, and

(b) the years subsequent to the first 3 years from date of Substantial Completion = Average of traffic growth rate for the 3 unaffected years preceding the year in which an adverse impact on the Toll Revenue generation has occurred due to establishment of Competing Route

Formula – II (For all years subsequent to the First year affected by Competing Route)

Monetary Compensation = Toll Rate as given in Annexure D x (Expected Traffic Count [n] – Traffic Count of Operational Year) Where, Expected Traffic Count [n] = Expected Traffic Count [1] x (1+ Traffic Growth Rate)n-1 Where, ‘n’ = number of years since adverse impact on the Toll Revenue generation has occurred due to establishment of Competing Route. NOTE: Monetary Compensation shall be calculated for each class of vehicles separately.

annexures concession agreementlda.gop.pk/images/gt road expressway ksk - annex dca.pdfwpchb,...

Documents