draft concession contract - PPP in Infrastructure Resource Center

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shall ensure that any such Additional Construction Works Programme is consistentwith and shall enable the Concessionaire to comply with its obligations regarding thecompletion of the relevant Construction Works under this Concession Contract. AnyAdditional Construction Works Programme revised following such consultation shallreplace the Additional Construction Works Programme in force immediately prior tosuch agreement.13.3.2 In addition to the consultations referred to in Clause 13.3.1, the Concessionaire andthe Implementing Authority shall consult quarterly regarding the then currentforecast dates ("Trigger Dates") when the capacity thresholds for a Highway Sectionspecified in Annexure II will be exceeded for the purposes of Clause 13.1. TheAdditional Construction Works Programme shall be amended by the Concessionaireso as to ensure that it is consistent with and shall enable the Concessionaire tocomply with its obligations regarding the completion of the relevant Upgrade Worksin accordance with the requirements of Clause 13.1, having regard to the thencurrent forecasts of the Trigger Dates.13.4 Conditions applying to Additional Construction WorksSubject to the exceptions set forth in this Clause 13.4 or except where otherwiseexpressly specified in this Concession Contract, the provisions governing theperformance of the Initial Construction Works shall apply mutatis mutandis to theperformance of the Additional Construction Works:13.4.1 those parts of the Site which are necessary for the construction, and subsequentOperation and Maintenance of, the Additional Construction Works, and which havenot been previously delivered to the Concessionaire, will be delivered to theConcessionaire in accordance with the delivery schedule to be agreed by theImplementing Authority and the Concessionaire and which will form part of theAdditional Construction Works Programme provided always that (other than inrespect of land to be provided by the Implementing Authority pursuant to Clauses7.1.2 or 7.1.3) the Implementing Authority shall be obliged to agree any reasonabledelivery schedule which is consistent with the construction programme that theConcessionaire agrees with the relevant Contractor in relation to such AdditionalConstruction Works;13.4.2 the dates for commencement of the Additional Construction Works shall be as setout in the relevant Additional Construction Works Programme; and13.4.3 unless otherwise agreed by the Implementing Authority, if the Concessionaire fails tocomply with Clause 13.1 or 13.2 in respect of any Additional Construction Works,the Concessionaire shall pay to the Implementing Authority a sum equal to 0.125per cent of the Contract Price for such Additional Construction Works per day as apenalty for such default for every day or part of a day which shall elapse betweenthe Time for Completion for such Additional Construction Works under Clause 13.1or 13.2 (as the case may be) and the date stated in the Taking Over Certificate forsuch Works, provided that the maximum aggregate amount payable by theConcessionaire to the Implementing Authority for a delay in completing anyAdditional Construction Works shall not exceed a sum equal to ten per cent of theContract Price for such Additional Construction Works.47PPP in Infrastructure Resource Center for Contracts, Laws and Regulations (PPPIRC)Reviewed: Robert Phillips, LEGPShttp://www.worldbank.org/ppp February 2007
14. LIABILITY WITH RESPECT TO USERS AND THIRD PARTIES14.1 Concessionaire Indemnification14.1.1 Subject as provided in Clause 14.1.3, the Concessionaire shall indemnify theImplementing Authority against, and hold the Implementing Authority harmless fromand shall otherwise be responsible to third parties for, any third party claim, liability,loss or cost of any kind whatsoever incurred by the Implementing Authority whicharises on or after the date of signature of this Concession Contract (including anyclaim against the Implementing Authority by a Relevant Authority) as a result of anyact or omission of the Concessionaire and/or any Responsible Persons (including,without limitation, any default or failure by the Concessionaire to comply with any ofits obligations under this Concession Contract).14.1.2 Without limiting the generality of the foregoing, the Concessionaire shall, subject asprovided in Clause 14.1.3, indemnify the Implementing Authority against all lossesand claims in respect of:-(a)(b)death or injury to any person; orloss of or damage to any property,which may arise out of or in consequence of any act or omission of theConcessionaire and/or any Responsible Persons and against all claims,proceedings, liabilities, costs, charges and expenses whatsoever incurred orsuffered by the Implementing Authority in respect thereof or in relation thereto.14.1.3 It is acknowledged and agreed by the Implementing Authority that the provisions ofthis Clause 14.1 do not apply:(a)(b)(c)(d)(e)to costs, expenses and liabilities incurred by the Implementing Authority indischarging its obligations under this Concession Contract (including withoutlimitation under Clause 7.4) except to the extent that any such cost, expenseor liability arises as a result of any negligence or default on the part of theConcessionaire or any Responsible Person;in respect of the right of the Implementing Authority to enter into thisConcession Contract and to perform its obligations hereunder;in respect of the acts or omissions of any Responsible Person otherwise thanin relation to the Project;in respect of discharging its obligations to pay the Concessionaire Defaultsum under Clause 19.1.4 or the Implementing Authority DefaultCompensation Sum under Clause 19; orto the extent that any such cost, expense, loss or liability arises as a result ofany negligence, default, breach or breach of statutory duty on the part of the48PPP 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 and 14: (b)(c)(d)(e)(f)the date for any pay
Page 15 and 16: "Target lRR" means the rate of retu
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: 12. DEVELOPMENTS12.1 The Concession
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

draft concession contract - PPP in Infrastructure Resource Center

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