draft concession contract - PPP in Infrastructure Resource Center

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"Rights of Way" means rights of passage over or under, and of access and egressto and from, the Site and any part or parts thereof, or where applicable landadditional to the Site, without undue interference by any third party, for the purposeof the Construction Works and Operation and Maintenance of the Highway;"Road Reserve" means the entire area reserved for the Highway and anyAssociated Facilities to be constructed by the Concessionaire, as proclaimed inaccordance with the Act or any other relevant legislation;"Route Section" means a specific portion of a proclaimed International or NationalTrunk Road, which portions are numbered; defined by magisterial districtboundaries, rivers, cadastral boundaries; and measured from a chosen datum point;"Routine Maintenance" has the meaning ascribed to it in the EngineeringRequirements;"Shareholders" means the Persons listed in Annexure XVII together with suchother persons who hold Equity from time to time;"Shareholders' Agreement" means the agreement between the Shareholdersentitled "Shareholders Agreement" in the form approved by the ImplementingAuthority and included in Annexure XXI and any revisions thereto approved by theImplementing Authority;"Site" means the land and Rights of Way specified in Annexure III together withsuch other land and rights of way as the Implementing Authority is obliged to makeavailable to the Concessionaire under this Concession Contract;"Local Currency" means the lawful currency of the [host country] from time to time;"Sponsors" means [insert name of sponsors];"State" means the Government of .the [host country], acting directly or through itslawfully designated representatives;"Subsidiary(ies)" means, with respect to any Person, any corporation, company,association or other business entity of which the majority of the issued share capitalhaving ordinary voting power is, at the time as of which any determination is beingmade, owned or controlled by such Person or by one or more Subsidiaries of suchPerson or by such Person and/or one or more Subsidiaries of such Person;"Substituted Entity" means any Person selected by the Implementing Authority orthe Lenders to replace the Concessionaire in this Concession Contract and who hasentered into the requisite agreements, all in accordance with Clauses 20.4 or 20.5hereof;"Taking Over Certificate" means Taking Over Certificate to be issued by theIndependent Engineer pursuant to Clause 9.2;11PPP in Infrastructure Resource Center for Contracts, Laws and Regulations (PPPIRC)Reviewed: Robert Phillips, LEGPShttp://www.worldbank.org/ppp February 2007
"Target lRR" means the rate of return on the Equity as determined in accordancewith Clause 19.7;"Tax" means any present or future income, franchise, excise, stamp or other tax,fee, duty or other levy , impost or charge imposed by the State (but not bankingfunds transfer taxes or duties of any kind);"Time for Completion" means in relation to the Initial Construction Works thedate(s) specified for the completion of the relevant Construction Works as specifiedin Annexure I and, in relation to the Additional Construction Works, the date(s)specified for completion of the relevant Construction Works in Clause 13.1 or 13.2(as appropriate) as such dates may be extended in accordance with this ConcessionContract in the case of either the Initial Construction Works or the AdditionalConstruction Works;"Tolling Date" means with respect to Highway Sections identified in Clause 10, thedate or dates from which the Concessionaire is entitled to charge and collect tolls atthe relevant toll plazas in respect of such Highway Sections pursuant to Clause 10;"Toll Tariff" has the meaning ascribed to that phrase in Annexure XV hereto;"Uninsurable Event" means an event for which insurance is required to be effectedpursuant to Annexure XVIII which insurance is not available in the world-wideinsurance market or an event which is not generally insured against in the worldwideinsurance market due to the level of premiums payable for such insurance;"Unknown Utilities" means existing Utilities, the location of which could notreasonably have been foreseen and which are either charted with unknownpositions or uncharted;"Upgrade Works" means capacity improvements to the Highway such as theaddition of lanes (including climbing lanes) and/or shoulders to single and/or dualcarriageways, major alignment relocation, upgrade of single carriageway roads todual carriageway or multiple lane facilities, improvements to the capacity of bridges,toll plazas and other structures;"Utilities" means all facilities serving the population such as water, power,electricity, lighting, gas and telecommunications;1.7 When any number of Days is prescribed in this Concession Contract, the same shallbe calculated by excluding the first day and including the last day unless the last dayis not a Business Day. Where the last day is not a Business Day, the time shall becalculated by excluding the first day, excluding such non Business Day andincluding the next Business Day.12PPP in Infrastructure Resource Center for Contracts, Laws and Regulations (PPPIRC)Reviewed: Robert Phillips, LEGPShttp://www.worldbank.org/ppp February 2007
Page 1 and 2: This document has been prepared for
Page 3 and 4: 23. REPRESENTATIONS AND WARRANTIES
Page 5 and 6: 1.4 If any definition in this Claus
Page 7 and 8: accountants of the [host country] a
Page 9 and 10: "Generally Accepted Accounting Prac
Page 11 and 12: specified in Annexure XXIII and as
Page 13: (b)(c)(d)(e)(f)the date for any pay
Page 17 and 18: 2.5.2 The Concessionaire will be re
Page 19 and 20: 3.8 Limitation on Financial Indebte
Page 21 and 22: Associated Agreements at their cost
Page 23 and 24: kind whatsoever, free of any liabil
Page 25 and 26: 3.17 Highway Usage FeeThe Concessio
Page 27 and 28: 6. INDEPENDENT ENGINEER6.1 Appointm
Page 29 and 30: determination or instruction, refer
Page 31 and 32: increasing its costs, to undertake
Page 33 and 34: (b)(c)rectifying any pollution, con
Page 35 and 36: 11.9.2 (b), (c) and (d) in the even
Page 37 and 38: (d)any change to the Detailed Desig
Page 39 and 40: 8.6 Information Relating to the Con
Page 41 and 42: 10. TOLLSbeen issued and the releva
Page 43 and 44: (iii)conforms with the protocols ap
Page 45 and 46: 11.6 Operation and Maintenance Bond
Page 47 and 48: (iv)if the Concessionaire fails to
Page 49 and 50: 12. DEVELOPMENTS12.1 The Concession
Page 51 and 52: 14. LIABILITY WITH RESPECT TO USERS
Page 53 and 54: XVIII, all relevant Contractors, O&
Page 55 and 56: 16.2 Right of InspectionThe Concess
Page 57 and 58: (d)any matter which might influence
Page 59 and 60: 10 (ten) Business Day consultation
Page 61 and 62: (b)(c)includes, but is not limited
Page 63 and 64: (iii)the losses and/or damages suff
Page 65 and 66:
(b)if termination is effected after
Page 67 and 68:
(a)(b)the Expected Equity Value at
Page 69 and 70:
(a)(b)the date which is 7 (seven) B
Page 71 and 72:
20.1.1 this Concession Contract or
Page 73 and 74:
the Lenders shall have the right to
Page 75 and 76:
a conflict between the UNCITRAL Arb
Page 77 and 78:
22.4 Variations in WritingAll addit
Page 79 and 80:
contained therein and amended to in
Page 81 and 82:
23.2.2 The Implementing Authority i
Page 83 and 84:
aforesaid, then this Concession Con
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draft concession contract - PPP in Infrastructure Resource Center

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