Common use of Project Implementation Clause in Contracts

Project Implementation. Construction works during Construction Period a. Unless otherwise permitted by CoC, no Construction Works shall begin until the Project Officer is in place and has assumed charge. b. The Concessionaire shall adhere to the Parking Facility Requirement, the DCR and the NBC to achieve the Commercial Operations Date on or before the Scheduled Project Completion Date. c. The Concessionaire shall, before commencement of Construction Works; i. have requisite organisation and designate and appoint suitable officers/ representatives as it may deem appropriate to supervise the Project, to deal with the Project Officer / CoC and to be responsible for all necessary exchange of information required pursuant to this Agreement; ii. construct, provide and maintain a reasonably furnished site office accommodation for the Project Officer, at the Sites. d. For the purposes of determining that Construction Works are being undertaken in accordance with the Parking Facility Requirement, the DCR and the NBC, the Concessionaire shall with due diligence carry out all necessary and periodical Tests in accordance with the instructions and under the supervision of the Project Officer. The Concessionaire shall maintain proper record of such Tests and the remedial measures taken to cure the defects or deficiencies, if any, indicated by the Test results. e. The Concessionaire shall construct the Parking Facility in a manner such that during the concession period and after the expiration of the concession period, the parking facility shall be scalable up to 50% of the current capacity of the the Parking Facility. f. All Tests shall be conducted in accordance with Parking Facility Requirements, the NBC and the DCR. If the Tests are successful and the Project Facilities can be safely and reliably opened for operation, the Project Officer shall issue the Readiness Certificate. g. The Project Officer, may, by written notice, require the Concessionaire to suspend forthwith the whole or any part of the Construction Works, if in its reasonable opinion the same is being carried on in a manner that is not in conformity with the Parking Facility Requirements, the NBC and the DCR. h. The Project shall be deemed to be complete and ready for commercial operation only when the Readiness Certificate is issued by the Project Officer in accordance with the provisions hereof. Provided further and subject to Article 6.2.2(e), if the (Commercial Operations Date) COD is delayed beyond 90 days of the Scheduled Project Completion Date CoC shall, subject to the provisions of Article 12, be entitled to terminate this Agreement and to appropriate the Performance Security. However, the Concessionaire shall pay to CoC Rs. 1,00,000/- (Rupees One Lakh Only) per day as Liquidated Damages by way of demand draft towards “Corporation of Chennai” payable at Chennai for the delay in the period from the Scheduled Project Completion Date till the end of 90 days. i. The Concessionaire shall at its cost, expenses and risk make such financing arrangements as would be necessary to implement the Project and to meet all of its obligations under this Agreement, in a timely manner.

Project Implementation. Construction works during Construction Period a. Unless otherwise permitted by CoC, no Construction Works (a) The Big Spring Guarantor shall begin until operate the Big Spring Project Officer is in place and has assumed charge. b. The Concessionaire shall adhere to the Parking Facility Requirement, the DCR all other property and the NBC to achieve the Commercial Operations Date on or before the Scheduled Project Completion Date. c. The Concessionaire shall, before commencement of Construction Works; i. have requisite organisation and designate and appoint suitable officers/ representatives as it may deem appropriate to supervise the Project, to deal with the Project Officer / CoC and to be responsible for all necessary exchange of information required pursuant to this Agreement; ii. construct, provide and maintain a reasonably furnished site office accommodation for the Project Officer, at the Sites. d. For the purposes of determining that Construction Works are being undertaken rights in accordance with customary industry practice and maintain the Parking Facility RequirementTrinidad Project and other property in good repair and condition (ordinary wear and tear excepted in respect thereof). (b) Without limiting the generality of the preceding clause (a), the DCR Big Spring Guarantor shall cause the construction of the Big Spring Project to be prosecuted and the NBC, the Concessionaire shall completed with due diligence carry out all necessary and periodical Tests continuity (except for interruptions due to any event of force majeure pursuant to any Big Spring Project Document, which the Big Spring Guarantor shall use its best to mitigate), in a good and workmanlike manner and in accordance with (i) sound generally accepted building and engineering practices, (ii) all Governmental Approvals and Applicable Laws applicable to the instructions Big Spring Project or the Big Spring Guarantor, (iii) the Big Spring Project Documents and under (iv) the supervision of construction budget and construction schedule for the Project Officer. The Concessionaire shall maintain proper record of Big Spring Project; PROVIDED that such Tests and the remedial measures taken to cure the defects budget or deficiencies, if any, indicated by the Test results. e. The Concessionaire shall construct the Parking Facility in a manner such that during the concession period and after the expiration of the concession period, the parking facility schedule shall be scalable up amended if the Independent Engineer delivers a certificate to 50% of the current capacity of the the Parking Facility. f. All Tests Bond Trustee certifying that such change is necessary and reasonable and that sufficient funds shall be conducted available to the Big Spring Guarantor to complete the Big Spring Project in accordance with Parking Facility Requirementssuch budget and schedule, as amended. (c) The Big Spring Guarantor shall provide an Operating Budget to the NBC Independent Engineer sixty (60) days prior to the start of each year subject to the approval of the Inde pendent Engineer (such approval not to be unreasonably withheld) and the DCR. If the Tests are successful and the Project Facilities can be safely and reliably opened for operation, the Project Officer Big Spring Guarantor shall issue the Readiness Certificate. g. The Project Officer, may, by written notice, require the Concessionaire to suspend forthwith the whole or any part of the Construction Works, comply with such budget; PROVIDED that if in its reasonable opinion the same is being carried on in a manner that such Operating Budget is not in conformity with the Parking Facility Requirements, the NBC and the DCR. h. The Project shall be deemed to be complete and ready for commercial operation only when the Readiness Certificate is issued approved by the Project Officer Independent Engineer, then the prior annual Operating Budget which was so approved shall remain in effect escalated in accordance with CPI. (d) The Big Spring Guarantor shall at all times cause the provisions hereof. Provided further and subject Big Spring Project to Article 6.2.2(e)maintain its QF status, if the unless failure to maintain such status (Commercial Operations Datei) COD is delayed beyond 90 days would not cause a breach under or forfeiture of the Scheduled pricing or other material benefits of the U.S. Project Completion Date CoC Documents or (ii) could not reasonably be expected to result in a Material Adverse Effect. (e) The Big Spring Guarantor shall, subject to within six (6) months of the provisions Closing Date, commence a Phase I Environmental Assessment of Article 12, be entitled to terminate this Agreement and to appropriate the Performance Security. However, the Concessionaire shall pay to CoC Rs. 1,00,000/- (Rupees One Lakh Only) per day as Liquidated Damages by way of demand draft towards “Corporation of Chennai” payable at Chennai for the delay in the period from the Scheduled Big Spring Project Completion Date till the end of 90 daysSite. i. The Concessionaire shall at its cost, expenses and risk make such financing arrangements as would be necessary to implement the Project and to meet all of its obligations under this Agreement, in a timely manner.

Project Implementation. Construction works during Construction Period a. Unless otherwise permitted by CoC, no Construction Works (a) The Trinidad Obligor shall begin until operate the Trinidad Project Officer is and all of its other property and rights in place accordance with customary industry practice and has assumed chargemaintain the Trinidad Project and other property in good repair and condition (ordinary wear and tear excepted in respect thereof). b. The Concessionaire shall adhere to (b) Without limiting the Parking Facility Requirementgenerality of the preceding clause (a), the DCR and Trinidad Obligor shall cause the NBC to achieve construction of the Commercial Operations Date on or before the Scheduled Trinidad Project Completion Date. c. The Concessionaire shall, before commencement of Construction Works; i. have requisite organisation and designate and appoint suitable officers/ representatives as it may deem appropriate to supervise the Project, to deal with the Project Officer / CoC and to be responsible for all necessary exchange of information required pursuant to this Agreement; ii. construct, provide prosecuted and maintain a reasonably furnished site office accommodation for the Project Officer, at the Sites. d. For the purposes of determining that Construction Works are being undertaken completed with due diligence and continuity and in accordance with the Parking Facility Requirement, the DCR Trinidad EES Contract and the NBCTrinidad Turnkey Construction Contract (except for interruptions due to any event of force majeure pursuant to any Trinidad Project Document, which the Concessionaire Trinidad Obligor shall with due diligence carry out all necessary use its best efforts to mitigate), in a good and periodical Tests workmanlike manner and in accordance with (i) sound generally accepted building and engineering practices, (ii) all Governmental Approvals and Applicable Laws applicable to the instructions Trinidad Project or the Trinidad Obligor, (iii) the Trinidad Project Documents and under (iv) the supervision of the Project Officer. The Concessionaire shall maintain proper record of such Tests construction budget and the remedial measures taken to cure construction schedule for the defects Trinidad Project; PROVIDED that such budget or deficiencies, if any, indicated by the Test results. e. The Concessionaire shall construct the Parking Facility in a manner such that during the concession period and after the expiration of the concession period, the parking facility schedule shall be scalable up amended if the Independent Engineer delivers a certificate to 50% of the current capacity of the the Parking Facility. f. All Tests Bond Trustee certifying that such change is necessary and reasonable and that sufficient funds shall be conducted available to the Trinidad Obligor to complete the Trinidad Project in accordance with Parking Facility Requirementssuch budget and schedule, as amended. (c) The Trinidad Obligor shall provide an Operating Budget to the NBC Independent Engineer sixty (60) days prior to the start of each year subject to the approval of the Independent Engineer (such approval not to be unreasonably withheld) and the DCR. If the Tests are successful and the Project Facilities can be safely and reliably opened for operation, the Project Officer Trinidad Obligor shall issue the Readiness Certificate. g. The Project Officer, may, by written notice, require the Concessionaire to suspend forthwith the whole or any part of the Construction Works, comply with such budget; PROVIDED that if in its reasonable opinion the same is being carried on in a manner that such Operating Budget is not in conformity with the Parking Facility Requirements, the NBC and the DCR. h. The Project shall be deemed to be complete and ready for commercial operation only when the Readiness Certificate is issued approved by the Project Officer Independent Engineer, then the prior annual Operating Budget which was so approved shall remain in effect escalated in accordance with Trinidad CPI. (d) The Trinidad Obligor shall, within six (6) Months of the provisions hereof. Provided further and subject to Article 6.2.2(e)Closing Date, if commence a Phase I Environmental Assessment of the Trinidad Project site. (Commercial Operations Datee) COD is delayed beyond 90 The Trinidad Obligor shall, within sixty (60) days of the Scheduled Project Completion Date CoC shallClosing Date, subject to the provisions of Article 12, be entitled to terminate this Agreement and to appropriate the Performance Security. However, the Concessionaire shall pay to CoC Rs. 1,00,000/- (Rupees One Lakh Only) per day as Liquidated Damages by way of demand draft towards “Corporation of Chennai” payable at Chennai engage an operator for the delay in the period from the Scheduled Project Completion Date till the end of 90 days. i. The Concessionaire shall at its cost, expenses and risk make such financing arrangements as would be necessary to implement the Trinidad Project and to meet all of its obligations under this Agreement, in a timely mannersuch operator shall be approved by the Independent Engineer.

Project Implementation. Construction works during Construction Period a. Unless otherwise permitted by CoC, no Construction Works shall begin until the The Borrower shall: Adopt a Project Officer is in place and has assumed charge. b. The Concessionaire shall adhere Implementation Plan satisfactory to the Parking Facility RequirementBank, which shall set out the DCR and the NBC to achieve the Commercial Operations Date on or before the Scheduled Project Completion Date. c. The Concessionaire shall, before commencement of Construction Works; i. have requisite organisation and designate and appoint suitable officers/ representatives as it may deem appropriate to supervise Borrower’s implementation plan for the Project; adopt a Project Management Manual, in Bahasa Indonesia, satisfactory to deal with the Bank, which shall include: (i) Project Officer / CoC implementation arrangements and to be responsible for all necessary exchange organizational structure; (ii) financial management, reporting and auditing procedures meeting the requirements of information required pursuant to Section II of this Agreement; ii. construct, provide Schedule 2; (iii) environmental and maintain a reasonably furnished site office accommodation social safeguards requirements and procedures for the Project Officer, at included in the Sites. d. For Environmental and Social Assessment Management Plan and the purposes Land Acquisition and Resettlement Framework; (iv) procurement procedures for the Project including the Procurement Procedures set forth in Section III of determining that Construction Works are being undertaken this Schedule 2 and the Procurement Plan; (v) the Anti-Corruption Action Plan; (vi) procedures for monitoring and reporting the Project’s progress; and (vii) the MPW Project Manager Criteria; carry out the Project in accordance with the Parking Facility RequirementProject Implementation Plan, the DCR Project Management Manual, the Anti-Corruption Action Plan, the Environmental and Social Assessment Management Plan, the Land Acquisition and Resettlement Framework, and the NBCProcurement Procedures and Procurement Plan, in each case in a manner satisfactory to the Bank; and not amend, abrogate, suspend or waive any provision of the Project Implementation Plan, the Concessionaire Project Management Manual, the Anti-Corruption Action Plan, the Environmental and Social Assessment Management Plan, the Land Acquisition and Resettlement Framework or the Procurement Plan without the prior consent of the Bank. (a) The Borrower shall with due diligence carry out all necessary and periodical Tests engage a Procurement Agent in accordance with the instructions Procurement Plan and the provisions of Section III of Schedule 2 to this Agreement to assist the Borrower in the selection and employment of the DSC, CTC and Procurement Advisor in accordance with the Procurement Plan; and (b) Except as the Bank shall otherwise agree, the Borrower shall: (i) retain the services of the Procurement Agent until completion of all procurement activities for the DSC, CTC and Procurement Advisor consultants’ services under the Project; and (ii) take all such steps as are necessary to ensure that the Procurement Agent is permitted to provide its services in accordance with its contractual terms of reference. (a) The Borrower shall engage a Procurement Advisor in accordance with the Procurement Plan and the provisions of Section III of Schedule 2 to this Agreement to assist the Borrower in the procurement in accordance with the Procurement Plan of works for all Sub-Projects; and (b) Except as the Bank shall otherwise agree, the Borrower shall (i) retain the services of the Procurement Advisor until completion of all procurement activities for works under the Project; (ii) ensure that the Procurement Advisor shall at all times during Project implementation provide reports directly to DOP and shall provide a copy directly to the Inspectorate General in MPW and the Bank; and (iii) take all such steps as are necessary to ensure that the Procurement Advisor is permitted to provide his services in accordance with its contractual terms of reference. The Borrower shall engage a Public Notary with terms of reference satisfactory to the Bank to assist the Borrower in the procurement of works for Sub-Projects under WP-1 and for consulting services where the Procurement Agent is not involved, in accordance with the Procurement Procedures set out in paragraphs 9 and 10 of Section III.E of this Schedule 2. The Borrower shall engage the DSC in accordance with the Procurement Plan and the provisions of Section III of Schedule 2 to this Agreement, to assist the Borrower in the design and supervision of the Project Officerworks to be carried out under Part 1 of the Project. Except as the Bank shall otherwise agree, the Borrower shall: (a) retain the services of the DSC until completion of the design and implementation of works under the Project; and (b) take all such steps as are necessary to ensure that the DSC are permitted to provide their services in accordance with their contractual terms of reference. The Concessionaire Borrower shall maintain proper record of such Tests engage the CTC in accordance with the Procurement Plan and the remedial measures taken provisions of Section III of Schedule 2 to cure this Agreement, to provide support to DOP and DGH under Part 2 of the defects or deficienciesProject. Except as the Bank shall otherwise agree, if any, indicated the Borrower shall: (i) retain the services of the CTC until completion of the Project; and (ii) take all such steps as are necessary to ensure that the CTC are permitted to provide their services in accordance with their contractual terms of reference. Except as may be otherwise agreed by the Test results.Bank, WP-1 shall consist of the six Sub-Projects set forth in the Annex to this Schedule 2. With respect to WP-2 and WP-3: e. The Concessionaire (a) not later than June 30 in each year, commencing June 30, 2007, and until the completion of the Project, a draft WP for all Sub-Projects to be commenced during the following Fiscal Year is prepared and furnished to the Bank for its review and comments, including: (i) the scope of the program; (ii) feasibility studies; (iii) the results of the environmental and social impact screening of the proposed works; (iv) cost estimates; (v) time-based implementation schedules; (vi) financing plan; (vii) budget arrangements; and (viii) procurement plan; and (b) not later than November 30 in each year, commencing November 30, 2007, finalize and submit for approval to the Bank the above mentioned WP for implementation, including: (i) detailed engineering design and bidding documents; (ii) Environmental Management Plans, social impact assessments, and LARAPs, as required by the Environmental and Social Assessment Management Plan and the Land Acquisition and Resettlement Framework; and (iii) anti-corruption actions as required by the Anti-Corruption Action Plan. A project shall construct only qualify as a Sub-Project when the Parking Facility Bank has been furnished with evidence satisfactory to it that: such proposed project has been approved by DGH as a priority and as compatible with applicable regional and local plans and included in the relevant WP approved by the Bank prior to the signing of the contract for the carrying out of works or activities for the proposed Sub-Project; such proposed project has a minimum economic rate of return of fifteen percent as calculated in a manner satisfactory to the Bank, or such that during lower economic rate of return as the concession period Bank may agree in exceptional circumstances; such proposed project has a minimum international roughness index (IRI) of 6.0 and after the expiration a surface distress index (SDI) of more than 50, where such project is proposed for inclusion as a betterment Sub-Project under Part 1(a) and Part 1(e) of the concession periodProject; such proposed project has a minimum volume to capacity ratio (for conditions prior to Sub-Project commencement) of 0.6, the parking facility shall be scalable up to 50% where such project is proposed for inclusion as a capacity expansion Sub-Project under Part 1(b) and Part 1(e) of the current capacity of Project; and necessary counterpart funding to fully finance the the Parking Facility. f. All Tests shall proposed works and other activities for such proposed project is available for such project to be conducted implemented in accordance with Parking Facility Requirementsthe schedule in the Procurement Plan. Without limitation on other provisions of this Schedule and the provisions of the ESAMP, the NBC Borrower shall ensure that: (a) appropriate engineering, social and environmental standards and practices that would minimize any acquisition of land and avoid involuntary resettlement of displaced persons have been applied in the DCR. If the Tests are successful and the Project Facilities can be safely and reliably opened for operation, the Project Officer shall issue the Readiness Certificate. g. The Project Officer, may, by written notice, require the Concessionaire to suspend forthwith the whole or any part design of the Construction Worksproposed works and activities of each Sub-Project and such works and activities will meet the requirements of the Environmental and Social Assessment Management Plan; (b) for each Sub-Project involving the involuntary resettlement of PAPs: (i) a LARAP, if or an abbreviated LARAP when fewer than 200 PAPs are concerned, is prepared in its reasonable opinion the same is being carried on in a manner that is not in conformity accordance with the Parking Facility RequirementsLand Acquisition and Resettlement Framework and in consultation with the PAPs; and (ii) no contract for the carrying out of works or activities for the proposed Sub-Project is entered into until: (A) the Bank has approved such LARAP or abbreviated LARAP; and (B) every PAP is compensated and/or has been provided with a resettlement site and moving allowance prior to the taking of the land and related assets, the NBC and the DCR. h. The Project shall be deemed to be complete and ready for commercial operation only when the Readiness Certificate is issued by the Project Officer in each case in accordance with the provisions hereof. Provided further of such LARAP or abbreviated LARAP, and subject such compensation and/or provision of resettlement site and moving allowance has been substantially completed to Article 6.2.2(e), if the (Commercial Operations Date) COD is delayed beyond 90 days satisfaction of the Scheduled Bank; (c) the environmental impact assessment requirements for each Sub-Project Completion Date CoC shall, subject are completed under terms and conditions which shall have been approved by the Bank and the Environmental Assessment Documents have been approved by the Bank pursuant to the provisions of Article 12, be entitled the Environmental and Social Assessment Management Plan prior to terminate this Agreement and to appropriate the Performance Security. However, signing of the Concessionaire shall pay to CoC Rs. 1,00,000/- (Rupees One Lakh Only) per day as Liquidated Damages by way of demand draft towards “Corporation of Chennai” payable at Chennai contract for the delay carrying out of works or activities for such Sub-Project, including the provisions relating to cultural property; and (d) screening is conducted to identify potential isolated vulnerable peoples in the period from area to be covered by each proposed Sub-Project and in the Scheduled event that any such isolated vulnerable peoples are identified in the area to be covered by any such proposed Sub-Project, such Sub-Project Completion Date till the end of 90 days. i. The Concessionaire shall at its cost, expenses and risk make such financing arrangements as would not be necessary to implement included in the Project and to meet all shall not qualify as a Sub-Project. The Borrower shall carry out the traffic safety program under Part 3(a) of its obligations the Project and the training activities under this AgreementPart 3(b) of the Project, in accordance with terms of reference and following a timely mannertime-bound implementation plan satisfactory to the Bank. In carrying out Part 3(a)(i) of the Project, the Borrower, through the Directorate General of Land Transport, shall, not later than November 30, 2008, submit to the Bank for review and comments, a report on carrying out such activities and thereafter finalize the report taking into account the Bank’s comments thereon. In carrying out Part 3(a)(ii) of the Project, the Borrower, through the Directorate of Traffic Police shall, not later than November 30, 2008, submit to the Bank for review and comments, a report on carrying out such activities and thereafter finalize the report taking into account the Bank’s comments thereon. In carrying out Part 3(b) of the Project, the Borrower shall ensure that the Project staff at the provincial level shall be trained annually in the application of the Project Management Manual, including the Bank’s financial management and procurement procedures, with the first annual training carried out by December 31, 2006.

Project Implementation. Construction works during Construction PeriodWorks a. (a) Unless otherwise permitted by CoCMCD, no Construction Works shall begin until the Project Officer Independent Consultant is in place and has assumed charge. b. (b) The Concessionaire shall adhere to the Parking Facility Requirement, the DCR Construction Requirements and the NBC to achieve the Commercial Operations Date COD on or before the Scheduled Project Completion Date. c. (c) The Concessionaire may undertake Construction Works by itself or through a Contractor possessing requisite technical, financial and managerial expertise/capability; but in either case, the Concessionaire shall remain solely responsible to meet the Construction Requirements. (d) The Concessionaire shall, before commencement of Construction Works; i. (i) have requisite organisation and designate and appoint suitable officers/ representatives as it may deem appropriate to supervise the Project, to deal with the Project Officer / CoC Independent Consultant/MCD and to be responsible for all necessary exchange of information required pursuant to this Agreement; (ii. ) construct, provide and maintain a reasonably furnished site office accommodation for the Project OfficerIndependent Consultant, at the SitesProject Site. d. (e) For the purposes of determining that Construction Works are being undertaken in accordance with the Parking Facility Requirement, the DCR Construction Requirements and the NBCO&M Requirements, the Concessionaire shall with due diligence carry out all necessary and periodical Tests in accordance with the instructions and under the supervision of the Project OfficerIndependent Consultant and the Construction Requirements and O&M Requirements. The Concessionaire shall maintain proper record of such Tests and the remedial measures taken to cure the defects or deficiencies, if any, indicated by the Test results. e. The Concessionaire shall construct the Parking Facility in a manner such that during the concession period and after the expiration of the concession period, the parking facility shall be scalable up to 50% of the current capacity of the the Parking Facility. f. (f) All Tests shall be conducted in accordance with Parking Facility Construction Requirements, the NBC and the DCR. If the Tests are successful and the Project Facilities can be safely and reliably opened for operation, the Project Officer Independent Consultant shall issue Readiness Certificate. Provided, notwithstanding that certain works or things forming part of Construction Works are not complete, if following Tests, the Independent Consultant determines that the Project Facilities can be safely and reliably opened for operations, the Independent Consultant may issue Provisional Readiness Certificate to the Concessionaire. The Provisional Readiness Certificate shall have appended thereto a list of outstanding items signed jointly by the Independent Consultant and the Concessionaire ("Punch List"). All Punch List items shall be completed by the Concessionaire within such time as may be determined by the Independent Consultant, not exceeding 90 (ninety) days of the date of issue of the Provisional Readiness Certificate. Upon satisfactory completion of all Punch List items, the Independent Consultant shall promptly and in any case within 15 days thereof, issue Readiness Certificate. g. (g) If the Concessionaire fails to complete the Punch List items within the said period of 90 days, MCD may, without prejudice to any other rights or remedy available to it under this Agreement, have such items completed at the risk and costs of the Concessionaire. The Project Officercost incurred by MCD in completing the Punch List items, as certified by the Independent Consultant, shall be reimbursed by the Concessionaire to MCD within 7 days from the date of receipt of a claim in respect thereof from MCD. Thereupon, Independent Consultant may issue Readiness Certificate. (h) The Independent Consultant, may, by written notice, require the Concessionaire to suspend forthwith the whole or any part of the Construction Works, if in its reasonable opinion the same is being carried on in a manner that is not in conformity with the Parking Facility Construction Requirements, the NBC and the DCR. h. (i) The Project shall be deemed to be complete and ready for commercial operation to receive Municipal Solid Waste only when the Provisional Readiness Certificate or the Readiness Certificate is issued by the Project Officer Independent Consultant in accordance with the provisions hereof. Provided further and subject to Article 6.2.2(e), if the (Commercial Operations Date) COD is delayed beyond 90 60 days of the Scheduled Project Completion Date CoC Date, MCD shall, subject to the provisions of Article 129, be entitled to terminate this Agreement and to appropriate the Performance Security. However, the Concessionaire shall pay to CoC Rs. 1,00,000/- (Rupees One Lakh Only) per day as Liquidated Damages by way of demand draft towards “Corporation of Chennai” payable at Chennai for the delay in the period from the Scheduled Project Completion Date till the end of 90 days. i. The Concessionaire shall at its cost, expenses and risk make such financing arrangements as would be necessary to implement the Project and to meet all of its obligations under this Agreement, in a timely manner.

Project Implementation. Construction works during Construction Period a. Unless otherwise permitted by CoCThe Recipient shall: adopt a Project Operation Manual, no Construction Works shall begin until the Project Officer is in place and has assumed charge. b. The Concessionaire shall adhere acceptable to the Parking Facility RequirementAssociation, which shall include: (i) Project implementation arrangements, organizational structure and specifications for modules; (ii) financial management, reporting and auditing procedures meeting the DCR and requirements of Section II of this Schedule 2; (iii) the NBC to achieve the Commercial Operations Date on or before the Scheduled Project Completion Date. c. The Concessionaire shall, before commencement of Construction Works; i. have requisite organisation and designate and appoint suitable officers/ representatives as it may deem appropriate to supervise the Project, to deal with the Project Officer / CoC and to be responsible for all necessary exchange of information required pursuant to this Agreement; ii. construct, provide and maintain a reasonably furnished site office accommodation Isolated Vulnerable Peoples Framework; (iv) procurement procedures for the Project Officerincluding the Procurement Procedures set forth in Section III of this Schedule 2 and the Procurement Plan; (v) the Anti-Corruption Action Plan; and (vi) procedures for monitoring and reporting the Project’s progress; adopt each of the Accreditation Incentive Grants Implementation Manual, at the Sites. d. For Distance Learning Development Grants Implementation Manual and the purposes of determining that Construction Works are being undertaken Working Group Grants Implementation Manual; carry out the Project in accordance with the Parking Facility RequirementProject Operation Manual; each of the Accreditation Incentive Grants Implementation Manual, the DCR Distance Learning Development Grants Implementation Manual and the NBCWorking Group Grants Implementation Manual; the Anti-Corruption Action Plan; and the Procurement Procedures and Procurement Plan, in each case in a manner acceptable to the Concessionaire shall with due diligence carry out all necessary Association; and periodical Tests in accordance with the instructions and under the supervision not amend, abrogate, suspend or waive any provision of the Project OfficerOperation Manual, the Anti-Corruption Action Plan, the Accreditation Incentive Grants Implementation Manual, the Distance Learning Development Grants Implementation Manual, the Working Group Grants Implementation Manual or the Procurement Plan without the prior consent of the Association. 2. The Concessionaire Recipient shall maintain proper record of such Tests and the remedial measures taken to cure the defects or deficiencies, if any, indicated by the Test results. e. The Concessionaire shall construct the Parking Facility in a manner such that during the concession period and after the expiration carry out Part 1.2(a) of the concession period, the parking facility shall be scalable up to 50% of the current capacity of the the Parking Facility. f. All Tests shall be conducted in accordance with Parking Facility Requirements, the NBC and the DCR. If the Tests are successful and the Project Facilities can be safely and reliably opened for operation, the Project Officer shall issue the Readiness Certificate. g. The Project Officer, may, by written notice, require the Concessionaire to suspend forthwith the whole or any part of the Construction Works, if in its reasonable opinion the same is being carried on in a manner that is not in conformity with the Parking Facility Requirements, the NBC and the DCR. h. The Project shall be deemed to be complete and ready for commercial operation only when the Readiness Certificate is issued by the Project Officer in accordance with the provisions hereof. Provided further and subject to Article 6.2.2(e), if the (Commercial Operations Date) COD is delayed beyond 90 days of the Scheduled Project Completion Date CoC shallAccreditation Incentive Grants Implementation Manual and, except as the Association shall otherwise agree, the following provisions: (a) Accreditation Incentive Grants shall only be awarded to private and public universities and training institutions providing teacher education programs, and shall be subject to the restrictions on maximum amount, disbursement conditions and matching contributions set out in the Accreditation Incentive Grants Implementation Manual; and (b) for each Accreditation Incentive Grant, a contract shall be entered into between the Beneficiary Institution and the Recipient’s Directorate General for Higher Education (DIKTI) setting forth the terms of such Grant prior to disbursement of such Grant. 3. The Recipient shall carry out Part 1.2(c) of the Project in accordance with the provisions of Article 12the Distance Learning Development Grants Implementation Manual and, be entitled to terminate this Agreement and to appropriate except as the Performance Security. HoweverAssociation shall otherwise agree, the Concessionaire following provisions: (a) Distance Learning Development Grants shall pay only be awarded to CoC Rs. 1,00,000/- (Rupees One Lakh Only) per day as Liquidated Damages by way of demand draft towards “Corporation of Chennai” payable at Chennai selected universities offering distance learning programs for teachers, and shall be subject to the delay restrictions on maximum amount and disbursement conditions set out in the period from Distance Learning Development Grants Implementation Manual; and (b) for each Distance Learning Development Grant, a contract shall be entered into between the Scheduled Project Completion Date till Beneficiary Institution and the end Recipient’s Directorate General for Higher Education (DIKTI) setting forth the terms of 90 dayssuch Grant prior to disbursement of such Grant. i. 4. The Concessionaire Recipient shall at its cost, expenses and risk make such financing arrangements as would be necessary to implement carry out Part 2.3 of the Project in accordance with the provisions of the Working Group Grants Implementation Manual and, except as the Association shall otherwise agree, the following provisions: (a) Working Group Grants shall only be awarded to: (i) Teachers’ Working Groups (KKG/MGMP); (ii) Principals’ Working Groups (KKKS/MKKS) to provide support for Teachers’ Working Groups having received Working Group Grants; and (iii) Supervisors’ Working Groups (KKPS/MKPS) to meet all provide support for Principals’ Working Groups having received Working Group Grants, and shall be subject to the restrictions on maximum amount and disbursement conditions set out in the Working Group Grants Implementation Manual; and (b) for each Working Group Grant, a contract shall be entered into between the Teachers’ Working Group, Principals’ Working Group or Supervisor’s Working Group, as applicable, and the Recipient’s Directorate General for Quality Improvement of its obligations under this Agreement, in a timely mannerTeacher and Education Personnel (PMPTK) setting forth the terms of such Grant prior to disbursement of such Grant.

Project Implementation. Construction works during Construction Period(a) The Concessionaire shall, at its own costs and expenses, construct the Project Facility, subject to adherence to Applicable Law and obtaining Applicable Permits for such construction, alteration or modification. Provided that, such construction, shall not at any time cause any damage or have a dangerous effect on either the stability of the Project Facility or otherwise affect the safety of the users of the Project Facility. a. (b) Unless otherwise permitted by CoCSIIDCUL, no Construction Works shall begin until the Project Officer SIIDCUL is in place and has assumed charge. b. (c) The Concessionaire shall submit such documents and reports as are reasonably required by the Authority for issue of the Completion Certificate. (d) The Concessionaire shall make his own arrangements for adequate and timely supply of electricity, water, gas and other utilities required for execution of the Construction Works and SIIDCUL shall be in no way responsible for the same. (e) During Construction Period, the Concessionaire shall be responsible for keeping unauthorized persons off Project Site, and authorized persons shall be limited to the employees of the Concessionaire, employees of his subcontractor and persons authorized by SIIDCUL. (f) The Concessionaire shall adhere to the Parking Facility Requirement, the DCR and the NBC to Construction Requirements; achieve the Commercial Operations Date COD on or before the Scheduled Project Completion DateSPCD. c. (g) The Concessionaire may undertake Construction Works by itself or through a Contractor possessing requisite technical, financial and managerial expertise/ capability; but in either case, the Concessionaire shall remain solely responsible to meet the Construction Requirements. (h) The Concessionaire shall, before commencement of Construction Works; i. (i) have requisite organisation organization and designate and appoint suitable officers/ representatives as it may deem appropriate to supervise the Project, to deal with the Project Officer / CoC SIIDCUL and to be responsible for all necessary exchange of information required pursuant to this Agreement; ii. construct, provide and maintain a reasonably furnished site office accommodation for the Project Officer, at the Sites. d. (i) For the purposes of determining that Construction Works are being undertaken in accordance with the Parking Facility Requirement, the DCR and the NBCConstruction Requirements, the Concessionaire shall with due diligence carry out all necessary and periodical Tests in accordance with and as per the instructions of the Authority and such Tests shall be carried out under the supervision of the Project OfficerAuthority. The Concessionaire shall maintain proper record of such Tests and the remedial measures taken to cure the defects or deficiencies, if any, indicated by the Test results. e. The Concessionaire shall construct the Parking Facility in a manner such that during the concession period and after the expiration of the concession period, the parking facility shall be scalable up to 50% of the current capacity of the the Parking Facility. f. All Tests shall be conducted in accordance with Parking Facility Requirements, the NBC and the DCR. (j) If the Tests are successful and the Project Facilities Facility can be safely and reliably opened for operation, the Project Officer Authority shall issue the Readiness Completion Certificate within 7 days of the completion of such Tests. Provided that, notwithstanding that certain works or things forming part of Construction Works are not complete, if following Tests the Authority determines that the Project Facility can be safely and reliably opened for operations, the Authority may issue Provisional Completion Certificate to the Concessionaire. The Provisional Completion Certificate shall have appended thereto a list of outstanding items signed jointly by the Authority and the Concessionaire ("Punch List"). All Punch List items shall be completed by the Concessionaire within such time as may be determined by the Authority , but not exceeding 60 days from the date of issue of the Provisional Completion Certificate. Upon satisfactory completion of all Punch List items, the Authority, shall promptly and in any case within 7 days thereof, issue the Completion Certificate. g. (k) If the Concessionaire fails to complete the Punch List items within the said period of 60 days, SIIDCUL may, without prejudice to any other rights or remedy available to it under this Agreement, have such items completed at the risk and costs of the Concessionaire. In such an event, the Concessionaire shall reimburse to SIIDCUL, one and half times of the cost incurred by SIIDCUL in completing the Punch List items, within 7 days from the date of receipt of a claim in respect thereof from SIIDCUL. The Authority may issue Project OfficerFacility Completion Certificate only upon such reimbursement being made by the Concessionaire to SIIDCUL. (l) The Authority, may, by written notice, require the Concessionaire to suspend forthwith the whole or any part of the Construction Works, if in its reasonable opinion the same is being carried on in a manner that is not in conformity with the Parking Facility Construction Requirements, the NBC and the DCR. h. (m) The Project Construction Works shall be deemed to be complete and ready for commercial operation operations only when the Readiness Provisional Completion Certificate or the Completion Certificate is issued by the Project Officer Authority in accordance with the provisions hereof. Provided further and subject to Article 6.2.2(e), if the (Commercial Operations Date) COD is delayed beyond 90 days of the Scheduled Project Completion Date CoC SPCD, SIIDCUL shall, subject to the provisions of Article 128, be entitled to terminate this Agreement and to appropriate the Performance Security. However, the Concessionaire shall pay to CoC Rs. 1,00,000/- (Rupees One Lakh Only) per day as Liquidated Damages by way of demand draft towards “Corporation of Chennai” payable at Chennai for the delay in the period from the Scheduled Project Completion Date till the end of 90 days. i. The Concessionaire shall at its cost, expenses and risk make such financing arrangements as would be necessary to implement the Project and to meet all of its obligations under this Agreement, in a timely manner.