Professional Documents
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Contract Draft
Contract Draft
BETWEEN
XXXXXXX
AND
XXXXXXX
AND
14 April 2022
This master agreement is entered into on the 14 day of APRIL at Bangalore, India
(hereinafter referred to as the “Master Agreement”)
BETWEEN
AND
2. XXXXXXX, an Indian citizen with PAN XXXXXXX and with permanent residence
address at XXXXXXX, represented by its Authorized Signatory, Mr. XXXXXXX
with e-mail: XXXXXXX, (hereinafter referred to as “Owner” which expression
shall, unless repugnant to the context, mean and include its successors and
assigns in interest) of the SECOND PART
AND
WHEREAS:
A. The Owner is entitled to all that piece and parcel of the property situated at
XXXXXXX, bearing no. XXXXXXX measuring XXXXXXX sqft and more fully
described in the SCC (defined hereinafter) hereunder and hereinafter referred to
as the Schedule Property.
B. The Contractor has been engaged in construction activities and has good
experience in construction and construction related works.
C. The Consultant is engaged in the business of providing a platform via its website
and mobile application, wherein end customers can contact construction &
renovation professionals like contractors, architects, renovators, etc. and the end
customers and such construction and renovation professional can mutually decide
on the terms at which such professional provide construction related services to
the end customer.
E. After negotiations, deliberations and exchange of ideas, the Owner has agreed to
appoint the Contractor to undertake/execute the Said Works in accordance with
the Specifications and that the Contractor has agreed to execute the Said Works
in accordance with the Specifications.
F. At the request of the Client, the Consultant has agreed to monitor on behalf of the
Client, the construction work pertaining to the Schedule Property, to be carried out
by the Contractor, subject to the terms and conditions captured under this
Agreement.
Capitalized terms in this Master Agreement, unless defined herein shall, in so far as
the context admits, have the same meaning as has been ascribed to them in the
GCC and/or the SCC. The GCC is enclosed with this Master Agreement in Part A
and the SCC is enclosed with this Master Agreement as Part B.
Signature:
Name: XXXXXXX
Title: Director
For XXXXXXX
Signature:
Name: XXXXXXX
Title:
For XXXXXXX,
Signature:
Name: XXXXXXX
Title:
Witness:
Name:
Title:
GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION
1. ARTICLE 1
GENERAL PROVISIONS
1.1.4 Business Day. Any day (excluding Saturdays, Sundays and public
holidays) on which banks in [Bangalore/Mysuru/Hyderabad] are open for
the transaction of normal banking business.
1.1.7 Drawings. The Drawings are the graphic and pictorial portions in relation
to scope provided under the Agreement, wherever located and whenever
issued, showing the design, location and dimensions of the Said Works,
generally including plans, elevations, sections, details, schedules and
diagrams.
1.1.8 Effective Date. Provided for and as specified in the SCC.
1.1.9 Goods and Materials. Includes all the materials required to be supplied by
the Contractor for completing and executing the Said Works hereunder.
1.1.10 Governmental Authority. (a) any national, state, city, municipal, or local
government, governmental authority or political subdivision thereof; (b) any
agency or instrumentality of any of the authorities referred to in (a) above;
(c) any non-governmental regulatory or administrative authority, body or
other organization, to the extent that the rules, regulations, standards,
requirements, procedures or orders of such authority, body or other
organization have the force of Law; and/or (d) any competent court or
tribunal.
(i) registered and unregistered trademarks, service marks and other indicia
of origin, pending trademark and service mark registration applications, and
intent-to-use registrations or similar reservations of marks;
(ii) registered and unregistered copyrights and mask works, and applications
for registration of either;
(iii) internet domain names, applications and reservations therefore, uniform
resource locators and the corresponding internet sites;
(iv) trade secrets and proprietary information, including confidential
information, technical data, customer lists, corporate and business names,
trade names, trade dress, brand names, know-how, formulae, methods,
designs, processes, procedures, technology, source codes, object codes,
computer software programs, databases, data collections and other
proprietary information or material of any type, and all derivatives,
improvements and refinements thereof, howsoever recorded, or unrecorded;
and
(v) any goodwill of the Company and in relation to any of the foregoing.
1.1.16 Said Works. The term "Said Works" means the construction and
services undertaken by the Contractor under this Agreement, and includes
all other labour, materials, equipment and services provided or to be
provided by the Contractor to fulfil the Contractor's obligations.
1.3 Capitalization
Terms capitalized in the GCC but not defined in the GCC will have the
meaning ascribed to it in SCC.
1.4 Interpretation
Unless the contrary intention appears
1.4.1 Unless otherwise stated in the Agreement, words which have well-known
technical or construction industry meanings are used in the Agreement in
accordance with such recognized meanings
1.4.2 Reference to any legislation or law or to any provision thereof shall
include references to any such law as it may, after the date of execution of
Agreement, from time to time, be amended, supplemented or re-enacted,
and any reference to a statutory provision shall include any subordinate
legislation made from time to time under that provision;
1.4.3 The terms “hereof”, “herein”, “hereby”, “hereto” and derivative or similar
words refer to this entire Agreement, as the case may.
1.4.4 Any reference to the singular shall include the plural and vice-versa;
1.4.5 The Schedules and Annexures form part of the Agreement and shall have
the same force and effect as if expressly set out in the body of the
Agreement, and any reference to the Agreement shall include any
Schedules and Annexures to it. Any references to clauses and schedules
and annexures are to Clauses and Schedules and Annexures to the
Agreement;
1.4.6 Headings to Clauses, parts and paragraphs of Schedules, Schedules and
Annexures are for convenience only and do not affect the interpretation of
the Agreement;
1.4.7 In determination of any period of days for the occurrence of an event or
the performance of any act or thing shall be deemed to be exclusive of the
day on which the event happens for the act or thing is done and if the last
day of the period is not a Business Day, then the period shall include the
next following Business Day;
1.4.8 Time is of the essence in the performance of the Parties’ respective
obligations. If any time period specified herein is extended in writing by the
Parties, such extended time shall also be of the essence;
1.4.9 “In writing” includes any communication made by letter or e-mail.
1.4.10 The expressions “ordinary course of the business” or “business in the
ordinary and usual course” mean the ordinary and usual course of
business of the Contractor, consistent with the prior practice of the
Contractor; and
1.4.11 If the last day of any period of days specified in the Agreement is not a
Business Day, then such period shall include the following Business Day.
2. ARTICLE 2
OWNER
2.3 The Owner hereby grants the Consultant the right to take photographs and
videos of the Schedule Property and the progress of the Said Works / Project,
along with the people present on the Schedule Property, and use it for the
Consultant’s commercial and marketing purposes.
2.8 Indemnity
The Owner shall defend, indemnify and hold harmless the Consultant against
any claims, liabilities, expenses (including reasonable attorney’s fees),
liabilities, costs or damages arising from any breach of the Owner’s
obligations under this Agreement and/or breach of or inaccuracy in any of the
representations, warranties and/or covenants made by the Owner herein. This
indemnity shall survive the expiration or earlier termination of the Agreement
and be fully enforceable thereafter.
3. ARTICLE 3
CONTRACTOR
3.1 Labour and Materials
3.1.1 Unless otherwise provided in the Agreement, the Contractor shall provide
and pay for labour, Good and Materials, equipment, tools, construction
equipment and machinery, transportation, and other facilities and services
necessary for proper execution and completion of the Said Works, whether
temporary or permanent and whether or not incorporated or to be
incorporated in the Said Works.
3.1.2 The Contractor shall enforce strict discipline and good order among the
Contractor's employees and other persons carrying out the Said Works.
The Contractor shall not permit employment of unfit persons or persons
not skilled in tasks assigned to them.
3.1.3 Goods and Materials, equipment or items required for a complete job
which are shown on the Drawings but not mentioned in the Specifications
or materials, equipment or items required by the Specifications but not
shown on the Drawings, shall be furnished and installed the same as
though both shown on the Drawings and required by the Specifications.
3.1.4 The Contractor shall, in execution of the Said Works, only use the Goods
and Materials as agreed upon and detailed in the Specifications.
3.1.5 If the Owner desires to purchase any goods and/or materials to be used
in the execution of the Said Works, the Contractor shall have the right to
charge up to 8% (Eight percent) commission on the invoice value of such
materials. If the Owner desires to contract out any service/work, that forms
part of the Said Works, to a third party, the Contractor shall have the right
to charge up to 10% (Ten percent) commission on the value of such
service/work. The Contractor shall determine the value of the
service/works so intended to be contracted out by the Owner and in case
of dissent between the Contractor and the Owner in this regard, the value
determined by the Consultant shall be final. However, it is further clarified
that the Owner shall have the right to purchase such materials and
contract out such service/works only after the consent of _the Consultant.
Further, neither the Contractor nor the Consultant shall be
liable/responsible for the quality of the goods/materials so purchased by
the Owner and/or the service/work so contracted out by the Owner. The
Work Schedule and the milestones shall be extended for a duration as
considered necessary and reasonable by the Consultant. Further, in case
any issues that may arise on account of usage of poor quality materials or
substandard provision of services by the third party contractor, If any,
remedial actions may need to be performed and the costs incurred due to
such remedial actions will be solely borne by the Owner. The Consultant’s
decision on whether such remedial actions are necessary and the costs
incurred therein shall be final.
3.1.6 The Contractor shall keep full and regular account of all the materials
purchased, brought on the Schedule Property, consumed and the
balance, if any, lying on the Schedule Property which shall be open to
inspection of the Owner at all reasonable times. All materials or goods
used or to be used in the Said Works shall remain at the Contractor's risk
and she/he/it shall not be entitled to any compensation for injury to, or loss
or destruction of such works or materials arising from any cause,
whatsoever. The Contractor agrees and acknowledges that the
consideration payable to him and specified in the SCC is inclusive of the
cost of Goods and Materials, labour expenses, equipment, etc.
3.1.7 The Contractor shall ensure that the area which is being used for
temporary storage of construction materials including the Goods and
Materials is properly maintained and all excess construction materials, if
any, removed on completion of Said Works. If such excess construction
materials are not removed within 7 (seven) days from completion of Said
Works and/or termination/expiry of the Agreement, then the Owner can
dispose of the same, at her/his/its discretion and at the cost of the
Contractor. The Contractor shall lay no claim on account of his/its delay to
remove such excess construction materials and the subsequent disposal
of the same by the Owner as stated above.
3.1.8 The Contractor shall maintain adequate insurance coverage
commensurate with an all risk coverage with regard to any accident,
damage, theft, loss (of life and property) at the Schedule Property during
the execution of the Said Works. The Owner shall in no manner
whatsoever be liable for any claims of any labourer /employee
/agent/representative/workmen of the Contractor or any third party with
regard to any accident, damage, theft, loss (of life and property), wage
payment, etc. at the Schedule Property that occurred during the execution
of the Said Works, unless such accident, damage, theft, loss (of life and
property) was caused due to the negligence of the Owner. The Consultant
shall in no manner whatsoever be liable for any claims of any labourer
/employee/agent/representative /workmen of the Contractor or any third
party with regard to any accident, damage, theft, loss (of life and property),
wage payment, etc. at the Schedule Property that occurred during the
execution of the Said Works. The Contractor shall remain solely and
a b so l u te l y l i a b l e fo r any claims of any labour er /em ployee
/agent/representative/workmen of the Contractor or any third party with
regard to any accident, damage, theft, loss (of life and property), wage
payment, etc. at the Schedule Property that occurred during the execution
of the Said Works.
4. ARTICLE 4
CONSULTANT/ADMINISTRATION OF THE PROJECT
4.2.3 All payments made to the Contractor under the Agreement shall be
subject to such deductions and withholdings as required under the
Applicable Law.
4.2.4 The Owner shall deposit the amounts payable to the Contractor in
accordance with the stages and timelines captured under the Payment
Schedule in the SCC towards the escrow mechanism set up by the
Consultant.
4.2.5 The Consultant further reserves the right to guide the Contractor to hold
up the work in case the escrow balance is not maintained by the Owner.
Such stoppage of work may invoke additional time and cost for
remobilization of the work force which shall be borne exclusively by the
Owner.
4.2.6 Any delay in payment by the Owner shall extend the Work Schedule by at
least the same number as the delayed days and upto a maximum of
fifteen (15) days. If the Owner delays in making the payment beyond
fifteen (15) days, he/she/it shall incur a penalty of one percent (1%) of
the amount payable per month.
4.2.7 While all the payments to the Contractor are expected to be made on or
before 7 (seven) Business Days from successful completion of the
respective milestone (on certification as such and update as such on the
Project Management Dashboard), in case of exigencies, the Owner, upon
the acceptance by the Contractor, can provide a post-dated cheque for the
shortfall amount. The Contractor has to provide explicit written consent for
such an arrangement with regard to every payment against individual
milestones separately. Such post-dated cheques shall be in the safe
custody of the Consultant. When such an arrangement is agreed upon
by the Contractor, she/he/it shall not delay the suspension of the Said
Works due to non-payment. Post the realization of the sum for the
milestones concerned, the Consultant shall destroy all respective
cheque(s) and share proof of the same with the Owner. No party shall
deposit the cheques in a bank for encashment without a written notice
to the Owner.
4.2.8 However, it is clarified that such delay in payment with regard to a
particular milestone and its consequences thereof shall only be applicable
if the Contractor completes the said milestone in accordance with the
Specifications and it is certified as such by the Consultant, when
applicable.
4.2.9 Withholding for quality control: This clause is subject to and shall be
read as complementary to the provisions of clause 3.6 above (Defect
warranty). 1% (One percent) of the amounts payable shall be withheld
by the Consultant for quality control (as indicated in the Payment
Schedule hereunder). 1 (one) week after the completion of the Said
Works and the handover of the Schedule Property to the Owner, any
sum over 1% (One percent) of the total value shall be paid to the
Contractor. The remaining 1% (One percent) shall be withheld for a period
of 1 (one) year from the completion of the Said Works and the handover
of the Schedule Property to the Owner. The amount so withheld, less any
deductions made by the Consultant in accordance with this provision,
shall be transferred to the Contractor after the aforementioned period of 1
(one) year. In case of any defects arising in the Said Works during the said
period, the Contractor shall get the defects fixed within a duration of 21
(twenty one) days from the date of intimation of said defect/s. In case the
Contractor fails to get the defects fixed within 28 (twenty eight) days from
the date of intimation, the Owner shall raise a request to the Consultant to
fix the defects and any expenses incurred by the Consultant is
fixing/rectifying the defect/s shall be deducted from the amount withheld.
Any payment required to fix the defect over and above this 1% value will
be chargeable to the Owner. Only defects that arise due to bad
workmanship shall be considered as defects for the purposes of this
clause. Any damage that arises due to wear and tear, natural
degradation over time, acts of god, defects in design/site plans, improper
usage, lack of maintenance or any situation/ loading/ impact for which the
structure was not designed shall not be considered as a defect. In case of
termination of the Agreement, owing to delays in the Work Schedule or
failure on part of the Contractor to adhere Specifications, the Owner may
ask the Consultant to transfer the amount withheld to the next contractor /
their own account for completion of the Said Works.Such a deduction
shall be done post settlement of the amounts due towards the Contractor
for the works done till date of termination. If termination of the Agreement
happens due to any other reason where the Contractor has adhered to his/
her contractual obligations, he/ she shall be eligible for a complete refund
of the withheld amount for the works done till the termination of the
Agreement.
5. ARTICLE 5
CONSIDERATION
The consideration payable for the execution of Said Works is detailed in the
SCC.
The first payment in consideration for Said Works shall be released by the
Consultant only on submission of evidence of registrations and compliances
(detailed in clause 3.2.6 above) as required by the Consultant. Subsequent
payment instalments shall be made subject to monthly compliances on
account of all documentation and payment of monthly dues by the Contractor/
subcontractor under various Applicable Laws.
6. ARTICLE 6
VARIATIONS/DEVIATIONS IN SCOPE OF WORK AND/OR COSTS
6.1 If the said Owner shall require, at any time, to make any minor alterations or
additions or omissions in the Said Works, the Contractor may, carry out the
work on instructions from the Owner without any extra charges payable, if
such minor changes shall not cost the Contractor any additional amounts.
However, such minor alterations or additions or omissions will need to be
sanctioned by the Consultant prior to its execution.
6.2 The Owner and the Contractor reserve the right to request changes in the
design/ Specification/ scope of work etc/Said Works. A minor change request
cannot alter the essence of the contract or make any fundamental/material
change. However, such minor change will need to be sanctioned by the
Consultant prior to its execution. Any changes to the cost and Work Schedule
due to such minor change must be agreed upon by all parties in writing
(digital/ paper) before a change request may be implemented; however, the
Consultant shall have the right to determine the additional costs and time
incurred in this regard.
If, in the opinion of the Contractor, any material variation or deviation from the
said Specifications is necessary in order for satisfactory completion of the
Said Works or the Owner requires any material variation or deviation from the
said Specifications, a change request in this regard may be made to the other
Parties within a reasonable time frame. However, such material changes will
need to be sanctioned by the Consultant prior to its execution. On acceptance
of such material change request by the other Parties and the same being
sanctioned by the Consultant, any changes to the cost and Work Schedule
due to such material change must be agreed upon by all the Parties in writing
(digital/ paper) before a material change request may be implemented;
however, the Consultant shall have the right to determine the additional costs
and time incurred in this regard. Any changes in costs incurred due to a
material variation or deviation from the agreed upon Specifications (either at
the request of the Owner or otherwise) shall be chargeable/ refundable and
shall be made at the time of acceptance of the costs or at the time of the last
tranche payment, as may be mutually agreed to between the Parties.
6.3 The prevailing costs of the building materials shall be provided for in the
SCC. The contract cost and the consideration payable has been worked out
on the basis of the existing cost of building materials as on the date of
execution of this Agreement. In the event of a sudden hike in cost of building
materials by beyond 5 % (Five percent), the Owner agrees to pay the
additional amount incurred for compensating the extra expenses incurred by
the Contractor due to said hike on a pro rata basis. In the event of a sudden
reduction in the cost of building materials by beyond 5 % (Five percent), the
Contractor agrees to reduce the amount payable by the Owner to account for
said reduction. In case of dissent between the Owner and Contractor on the
change in costs, the Consultant’s decision on the same shall be final.
6.4 In case there is any change in the boundaries or site conditions pertaining
to the Schedule Property from the details provided by the Owner and captured
in the SCC and such change is of a nature wherein it requires altering the
scope of Said Works, the same shall be treated as a variation and the
process for determining the change in costs shall be in accordance with this
Article 6.]
7. ARTICLE 7
FORCE MAJEURE
7.2 Force Majeure events shall include, but are not limited to, exceptional
events or circumstances of the kind listed below, so long as conditions (a) to
(d) above are satisfied: war, hostilities (whether war be declared or not),
invasion, act of foreign enemies; riot, commotion, disorder, rebellion,
terrorism, revolution, insurrection, military or usurped power, or civil war;
natural catastrophes such as earthquake, hurricane, typhoon or volcanic
activity, fire, flood, lightning, storm, landslide, soil erosion, subsidence,
washout or epidemic or other similar acts of God; lockdowns, lawful strikes or
lockouts or other industrial action occurring other than at the Schedule
Property, which strike/lockout/industrial action solely affects the Party claiming
the same as a Force Majeure Event and is not attributable to such Party's
policies regarding labour, compensation, employment or labour related
conditions; severe shortage or non-availability of any critical material, due to
any statutory intervention/ order or due to any strike / cessation or shortage of
supply, for reasons not attributable to the Contractor; climate/ weather
conditions in the geographic area of the Schedule Property and any site
condition or event arising therefrom, any delay, default or failure (direct or
indirect) in obtaining materials, equipment and execution/performance of the
Agreement by the Contractor due to such climate/weather conditions.
7.3 No Party shall be liable for non-performance or delay in performance of any
of their obligations as stipulated in the Agreement, if such non-performance or
delay is caused by a Force Majeure event. The affected Party shall give
prompt notice together with any notice or information it has received regarding
the Force Majeure event to the other Parties advising of the occurrence and
effects of the Force Majeure event and shall use all reasonable efforts to
minimize any adverse consequences resulting from the Force Majeure event.
If due to a Force Majeure event, the Contractor requires any extension of time
for completing the Said Works, she/he/it shall immediately make known the
same to the Owner and the Consultant, and the Owner may, if such request is
reasonable, grant such extension of time as necessary. In the event the Force
Majeure event continues for a continuous uninterrupted period of not less than
60 (sixty) days, the Parties shall consult each other and decide on the future
implementation of this Agreement
7.4 If a Force Majeure event has altered the site conditions of the Schedule
Property in a manner that it necessitates any additional work by the
Contractor, including but not limited to demolition, removal of debris, rework of
completed work/milestones, etc. the additional costs incurred as a
consequence shall be borne by the Owner.
8. ARTICLE 8
TERM AND TERMINATION
8.1 This Agreement shall come into force from the date of execution and shall
automatically cease upon issuance of the Handover Letter or upon earlier
termination in accordance with the provisions Contained herein (“Term”). The
provisions in the Agreement which should reasonably be regarded as
surviving termination/expiration shall continue in force after
termination/expiration, including but not limited to provisions pertaining to
defect warranty, payment obligations of the Parties, non- circumvention &
non-solicitation, etc.
8.2 This Agreement may be terminated by the Owner by giving a prior written
notice of 30 (thirty) days to the other Parties.
8.3 Termination for Cause:
8.3.1 The Consultant can guide the Owner and/or the Contractor to terminate
this Agreement for any breach of the terms contained herein by the
Owner or the Contractor, forthwith, upon a written notice.
8.3.2 The Contractor may terminate this Agreement for any breach of the terms
contained herein by the Owner, forthwith, upon a written notice. However,
the said right to terminate by the Contractor is only applicable to them after
she/he/it has availed other remedial measures available to her/him/it under
this Agreement including but not limited to suspension of work.
8.4 The Owner’s right to terminate this Agreement (provided for in clauses 8.2
and 8.3.1 above), is subject to the Replacement Process (detailed below).
8.5 If the Agreement is terminated because of the Contractor’s breach of its
obligations, including but not limited to not adhering to the Specifications,
failure to comply with the Work Schedule, etc., the Contractor shall be liable to
pay an amount equal to 1% of the value of the Project.
8.6 If the Consultant has guided the Owner to terminate this Agreement and the
Owner has opted to continue this Agreement and the services of the
Contractor, the Consultant will in no manner be responsible for the delivery of
all/any of its responsibilities under this Agreement.
8.7 In the unfortunate event of death/permanent immobility of the Contractor,
the Agreement shall terminate with immediate effect and any undisputed dues
payable to the Contractor for the work completed shall be payable by the
Owner, after adjusting for advance payments made if any, within a reasonable
timeframe to the following persons:
Nominee Name: XXXXXXX
Nominee Address: XXXXXXX
Nominee Contact detail: XXXXXXX
Nominee Bank Account: XXXXXXX
8.8 In the unfortunate event of death of the Owner, her/his legal heirs would
have the authority to terminate/discontinue the Said Works after settling the
accounts for the work completed on a pro- rata basis inclusive of any
adjustment towards the extra advance payments made, if any, within a period
of 60 days from the date of intimation of said death.
8.9 The waiver of the right of termination for any default under the Agreement
shall not constitute a waiver of the right to claim damages for such default or
the right to terminate for any subsequent default.
8.10 In case of expiration or early termination for whatsoever reason, of the
Agreement:
The Contractor shall cease the execution of Said Works and handover the
Schedule Property to the Owner after removing from the Schedule Property,
on the date of effective termination, all temporary structures, excess, tools
and materials, leaving the Schedule Property in the condition required for its
onward operation, maintenance and use.
The Contractor shall be entitled to amounts payable for work done till date of
termination and the Owner shall settle any undisputed outstanding amounts
due in accordance with this Agreement. The settlement will be done as per
Payment Schedule and Work Schedule. The Consultant shall calculate the
amounts payable as per the Work Schedule and the Payment Schedule. If the
Contractor has only completed a part of a particular milestone, he will only be
entitled to part payment for said milestone. In case of dissent between the
Owner and Contractor with regard to the amount payable as the full and final
settlement, the decision of the Consultant shall be final.
9. ARTICLE 9
CONFIDENTIALITY
9.1 For the purposes of this Agreement, the term “Confidential Information”
means the information exchanged between Parties under the Agreement and
all information relating to the terms and conditions of the Agreement or to any
of the activities contemplated under the Agreement and is confidential to
them, their employees, legal advisers and consultants and may not be
disclosed to any person except the following / in the following manner:
9.1.1 With the consent of the Party who supplied the information; and
9.1.2 If required by law.
It is hereby clarified that Confidential Information does not include
information that is generally and publicly available.
9.2 During the Term of the Agreement and for a term of [2] years thereafter,
each Party shall hold in confidence and shall not, directly or indirectly, reveal,
report, publish, disclose or transfer any Confidential Information of the other
Party for any purpose whatsoever except as expressly permitted by the
Agreement and except as required to perform its duties under this Agreement.
In furtherance of the foregoing, each Party shall treat the other Party’s
Confidential Information in the same manner as it treats its own Confidential
Information, but in no event shall either Party use less than a reasonable
degree of care in protecting the other Party’s Confidential Information.
9.3 The Parties undertake to use the Confidential Information only for the
purposes for which it was disclosed under this Agreement.
9.4 Upon expiry or earlier termination of Agreement, the Parties shall destroy
Confidential Information of the other Party or return the same, at the option of
the disclosing Party.
10. ARTICLE 10
JURISDICTION AND DISPUTE RESOLUTION
11. ARTICLE 11
MISCELLANEOUS
11.1 Additional Covenants of the Parties
11.1.1 The Consultant and the Contractor covenant to not represent to any third
party, including any Government Authority that the Schedule Property is
owned, directly or indirectly, by them or their affiliates. Notwithstanding
anything contained herein, in the event that the Owner is an employee or a
related party of an employee of the Consultant (if he is aware of such
employment) at the time of execution of the Agreement, such Owner shall
provide a declaration informing the Consultant of the same.
11.1.2 Each of the Parties hereto agrees and understands that any use of any
of the authorization given by any Party to the other Parties hereunder in
relation to performance of their respective roles and responsibilities shall
not be deemed as license / sub-license to any of the Intellectual Property
right owned or licensed to such Party by the first Party, except to the
extent required to render their respective services hereunder.
11.1.3 The Contractor covenants that in the event, she/he/it sub-contracts any
part of Said Works (which sub-contracting shall be permissible only with
the prior consent of the Consultant) to any third party, then the Contractor
shall still be liable to the other Parties and shall ensure that all warranties
from such subcontractors run for the benefit of the other Parties and are
passed on to the other Parties.
11.1.4 Each Party undertakes and covenants to perform its obligations under
the Agreement At all times in compliance with applicable anti-bribery and
anti-money laundering laws and shall neither take any action itself nor
shall authorize, any of its officers, agents or employees (during the course
of their duties), to do or omit to do anything, which is in contravention of
any applicable anti-bribe or anti-corruption Laws in India.
11.3 Notices
Notices, demands or other communication required or permitted to be given
or made under the Agreement shall be in writing and delivered personally or
sent to the relevant Party at her/his/its address or electronic mail address set
forth below (or such other address as the addressee has by 5 (five) Business
Days’ prior written notice specified to the other Party). Any notice, demand or
other communication so addressed to the relevant Party shall be deemed to
have been delivered
(i) at the time of delivery, if delivered in person or by messenger, when proof
of delivery is obtained by the delivering Party; (ii) if sent by speed post /
reputed courier service within the same country or to another country, when
proof of delivery is obtained by the delivering Party; and (iii) if sent by
electronic mail notification with return receipt requested, upon the obtaining
of a valid return receipt from the recipient.
The addresses and electronic mail for the purpose of this clause are as
follows:
The Consultant
Address: Brick&Bolt (PluckWalk Technologies Pvt. Ltd.)
Clayworks, 16/2 ,2nd Floor, Sobha Alexander Plaza,
Commissariat Rd, Ashok Nagar, Bengaluru, Karnataka 560025
Email: care@bricknbolt.com
The Owner
Address: XXXXXXX
Email: XXXXXXX
The Contractor
Address: XXXXXXX
Email: XXXXXXX
11.4 Relationship
Nothing in the Agreement or any of the arrangements contemplated herein)
shall be deemed to constitute a partnership between the Parties or an
employee/employer relationship or constitute any Party as the agent of
another Party for any purpose, or entitle any Party to commit or bind another
Party in any manner, except as detailed herein.
11.6 Assignment
Neither the Contractor nor the Owner shall be entitled to, nor shall they
purport to, assign, transfer, charge or otherwise deal with all or any of its
rights and / or obligations under the Agreement nor grant, declare, create or
dispose of any right or interest in it, in whole or in part. The Consultant shall
be entitled to assign or transfer its rights and obligations under the
Agreement. The right of the Contractor to sub-contract (with the prior written
consent of the Consultant) will not qualify as an assignment.
11.9 Waiver
No failure or delay by the Parties in exercising any right or remedy provided
by Applicable Law under or pursuant to the Agreement shall impair such right
or remedy or operate or be construed as a waiver or variation of it or preclude
its exercise at any subsequent time and no single or partial exercise of any
such right or remedy shall preclude any other or further exercise of it or the
exercise of any other right or remedy.
11.10 Amendment
No variation of the Agreement shall be valid unless it is made by an
instrument in writing by the relevant Parties thereto. The expression
“variation” in this clause shall include any variation, amendment, supplement,
deletion or replacement however effected. However, OR Software system
generated notifications from the Consultant regarding changes in terms
contained in the SCC including but not limited to timelines, costs,
specifications etc. shall be automatically generated and considered as
addendums to this Agreement once the other parties consent to the same in
writing and such confirmation may also be provide via electronic mail.
considered as addendums to the Agreement unless categorically rejected by
either and/or both of the Contractor and/or the Owner.
11.11 Counterparts
The Agreement may be executed in any number of counterparts, each of
which shall be an original but all of which together shall constitute one and the
same instrument and any Party may execute the Agreement by signing any
one or more of such originals or counterparts. The delivery of signed
counterparts by facsimile transmission or electronic mail in ‘portable
document format’ shall be as effective as signing and delivering the
counterpart in person.
11.12 Execution
The Agreement and its counterparts may be executed via valid digital or e-
signatures.
[PART B]
1. SPECIFIC CONDITIONS OF THE CONTRACT (SCC)
1.1 General
1.1.1 Specific Conditions of Contract (SCC) shall be read in conjunction with
the Master Agreement and the General Conditions of Contract (GCC)
1.1.2 Notwithstanding the subdivision of the Agreement into these separate
sections and volumes, every part of each shall be deemed to be
supplementary of every other part and shall be read with and into this
Agreement so far as it may be practicable to do so.
1.1.3 Where any portion of the GCC is repugnant to or at variance with any
provisions of the SCC, then unless a different intention appears, the
provision(s) of the GCC shall be deemed to override the provision(s) of
SCC only to the extent that such repugnancies and/or variations in the
GCC are not possible of being reconciled with the provisions of SCC.
Notwithstanding anything to the contrary, the ‘Exclusions’ clause in this
Specific Conditions of Contract shall supersede the provisions in the
General Conditions of Contract. With the exception of the ‘Exclusions’
clause in the Specific Conditions of Contract, the terms of the General
Conditions of Contract shall take precedence.
1.1.4 In case of irreconcilable conflict between relevant Indian standards, GCC,
SCC, Specifications, Drawings, etc. the following shall prevail to the extent
of such irreconcilable conflict, in order of precedence: i) GCC ii) SCC iii)
Indian Standards…
1.2 Scope of Work
1.2.1 The Owner(s) is the absolute owner of all that piece and parcel of the
property situated at XXXXXXX measuring XXXXXXX SQFT and more fully
described in the Schedule 1 hereunder and hereinafter referred to as the
‘Schedule Property’.
1.2.2 The Contractor has agreed to undertake/execute the Said Works in
accordance with the specifications detailed in the Schedule 2 hereunder
(‘Specifications’).
1.2.3 The Contractor is engaged to execute the Said Works in accordance with
the Specifications within the agreed upon timelines and work schedule
(hereinafter referred to as ‘Work Schedule’ and more fully described in
Schedule 3 hereunder).
1.2.4 The Owner shall be liable to pay to the Contractor a sum of Rs XXXXXXX
in tranches and as per agreed upon milestones through an escrow
mechanism set by the Consultant (hereinafter referred to as the ‘Payment
Schedule’ and more fully detailed in Schedule 4 hereunder) for the
execution of the Said Works in accordance with the Agreement.
1.2.5 If the Contractor fails to complete/execute the Said Works within and in
accordance with the Work Schedule, the Contractor shall compensate the
Owner. The Contractor shall compensate the Owner for delays in
completion of Said Works by means of liquidated damages. In no event,
shall the total damages payable be greater 5% of total Agreement value.
The liquidated damages payable is more fully detailed in Schedule 5
hereunder.
1.2.6 The prevailing costs of key building/construction materials to be used in
the execution of Said Works are as detailed in Schedule 6 below.
1.2.7 The site plans and Drawings with regard to Said Works on the Schedule
Property are attached hereto as Annexure 1
1.3.2 Effective Date. The Consultant shall certify the completion of the
aforementioned conditions precedent and the date of such certification
shall be the ‘Effective Date’.
1.3.3 Consideration payable to the Consultant – 2% of the total project value.
1.3.4 Exclusions – Statutory Approvals, Electricity & Water connections,
Borewell
SCHEDULE 2
(Specifications)
(Inclusive of GST)
- 2D
- Architectural Layout | 2D
- Architectural Visualisation | 3D
- Structural Design | 2D
- Electrical Drawings & Plumbing drawings- All the designs will be provided in non editable
PDF format
Structure:
- RCC Framed Structure in M-25 grade Concrete in 20mm & 40mm Aggregates or as
advised in the RCC Design Mix as per the Structural designer. Masonry Partitions shall be
Provided.
- Height of each floor shall be 10'0" from FFL to FFL
- The Foundation has been assumed as Isolated footings in regular Soil of Bearing
Capacity 180kN/m^2 and above and upto a depth of 5 feet. For soil conditions requiring
specialised foundation design or/and additonal depth of excavation over and above 5 feet,
additional charges will be applicable. For every 1feet of additional excavation, INR 30/sqft
will be charged.
- In case of rocky terrains, excavation cost shall be charged extra for foundation,
sump,soak pit and other excavation at Rs. 35 per cubic feet
- In case the Site level is more than 6" below the Road level, additional filling charges will
be applicable at INR 48,000 for 1' for a 30'X40' plot size and prorated thereafter
- For constrained sites where excavated soil cannot be stored and needs to be carted out
to make way for construction, soil for refilling shall be charged additional. Additional
charge= Rs2500 per tractor load (upto 5km lead)
- The Plinth level will be Provided at a height of 1 feet and 6 inches above the existing
Ground Level. PCC of 100mm shall be Provided at the Plinth Level below the Ground floor
Flooring. Any increase in height of the Plinth thereafter shall be chargeable at INR 48,000
for 1' for a 30'X40' plot size and prorated thereafter. SSM below the plinth beam is
chargeable additional at Rs 140 per CFT
- Blockwork Masonry in Standard Solid Concrete Blocks with Plaster as per the design 4"
for internal Partitions and 6" for External Walls
- Internal Plastering(1:5 cement mortar), external plastering (1:5 cement mortar), and
ceiling plastering (1:4 cement mortar) shall be done. The thickness of the plaster shall be
12mm applied in 2 coats
- Chicken mesh shall be used near beam, column and masonry wall junction and at the
Chasing for Electrical Conduits
- Water proofing compound of Fosroc/ equivalent brand shall be used in the internal and
external plastering. and mortar mix used in fixing washroom tiles
- Curing compound of Sika Antisol/ equivalent brand shall be used in the internal and
external plastering
- Lintels shall be provided only over openings with bearing of 6" into the edge of the
openings. For providing concrete band all around, additional Charges shall be applicable.
- M-Sand shall be used for Masonry and P-Sand shall be used for Plastering
- Water proofing shall be done in the terrace slab, all washrooms and balconies using
Fosroc Brushbond/ Dr. Fixit or equivalent brands
- Blocks - Standard Solid Concrete blocks. 6 inch for Exterior Walls is assumed at INR45
(+/-5rs) per Block & 4 inch for Interior Walls is assumed at INR40 (+/-5rs) per Block
- Cement - ACC, Birla or equivalent of Grade 43 or 53 of INR 420 per bag
- Steel - JSW Neo Steel or Equivalent of Rate INR 70000 assumed at 2.9kg per sft (Any
steel quantity over and above this will be chargeable as per actuals based on the
recommendations provided by the Structural designer)
Kitchen:
- For every one dwelling unit one kitchen of size upto 80 sft is included. Additional dwelling
units and larger kitchens shall be charged at a Pro-rata basis
- Ceramic wall tiles will be provided upto 2'-0" above the Kitchen Counter top of - upto INR
80 per Sft
- Kitchen counter top of width, 2'-0" in 18mm Granite of - upto INR 200 per Sft is included.
Double layer nosing at the edge in the front has been included along with polishing
- Single bowl Stainless Steel Kitchen Sink of - upto Rs 8000 shall be provided. Kitchen
faucet of upto INR 3500 along with accessories of Parryware/Hindware/Jaquar or
equivalent make shall be provided
- Provision shall be made for One inlet near Kitchen Sink for the Water Purifier or as per
Design
- Provision shall be made for One inlet and One Outlet for Washing Machine in the
Utility/Dry Balcony or as per Design
- A Bib Cock of Jaquar or equivalent make shall be provided in the Utility Area
- Provision of Exhaust Fan is included
Bathroom:
- One bathroom is included per 500 sft of package built up area. Additional bathrooms will
be charged on a Pro-rata basis
- Ceramic wall tiles will be provided upto 7'-0" above the Finished Floor Level of - upto INR
80 per Sft
- Bathroom Flooring - Anti-skid Tiles of value upto Rs.80/- per sqft
- Sanitary ware and CP fittings of - upto INR 70,000 are included per 1000 sft of Package
Built Up area. Additional Sanitary Ware and CP Fittings will be charged on a Pro-Rata
Basis. One number EWC, Health Faucet, Wash Basin, Basin Mixer, Overhead Shower
with 2 in 1 Shower wall Mixer of Jaquar/Hindware/Parryware make is included. Plumbing
shall be carried out in CPVC Pipes of Astral or Equivalent Make
- Provision of Exhaust Fan is included
- Mirror, Soap Dish, Towel Rail - Worth 7000 till 1000 ft of construction
- Spacer joints shall be provided in the floor tiles and the wall dado tiles. Grouting shall be
of polymeric cement grout of Roff/ Weber/ equivalent brands
- Gratings shall be sealed with polymeric cement grout of Roff/ Weber/ equivalent brands
- Two nos. of 6 inches rainwater discharge pipes shall be provided per 1000 sqft of plot
area. Additional Rain Water Pipes will be charged on a Pro-rata basis
- Sewer line connection to the main drain line is included in the package up to 10 feet from
the building
- External pipes shall be fixed on raised clamps
- 1 Main door shall be provided per dwelling unit. The main door shall be 36mm thick of
Size 3'6"X7' of - upto Rs 40,000 including frame in African Teak or equivalent. The frame
thickness will be 3"X5". The Main door price includes 2 numbers brass tower bolts, 3 brass
hinges, Lock of upto Rs.2000 of Europa/Godrej make and 1 Wall mounted Magnetic Door
Stopper
- Internal Doors shall be 32mm thick Membrane/Flush doors of Size 3'0"X7' of - upto Rs
11,000 including frame in Sal Wood. The frame thickness will be 2.5"X4". The price
includes 2 numbers MS/Aluminium tower bolts, 3 MS hinges and 1 Wall mounted Magnetic
Door Stopper
- Bathroom Doors shall be 32mm thick Waterproof Flush doors of Size 2'6"X7' of - upto Rs
8000 including frame in Sal wood. The frame thickness will be 2.5"X4". The price includes
2 numbers MS/Aluminium tower bolts, 3 MS hinges and 1 Wall mounted Magnetic Door
Stopper
- The total area of opening for windows and ventilators including frames is assumed as
10% of the package built up area
- Windows shall be 3 Track UPVC of guage 92mm of make Lesso or equivalent of - Rs.
600 per sft with 2 Glass and 1 mesh shutters, including all fixtures and fittings
- The timber used for windows or doors/door frames shall be well seasoned and free from
knots, warps, sap, cracks, and other defects. All joints should be strong, accurately fitted,
and glued. All sal wood works shall be provided with two coats of paint
- Window Grills of upto INR 110 per sft shall be provided of 10mm thick MS rods with
maximum spacing 125mm between rods in either direction
- Chajjas shall be provided for all Windows with 1 feet outward projection and 6 inch
bearing on each side of the window
Painting:
- The exteriors will be painted with one coat Asian Primer and two coats of Apex Exterior
Emulsion paint or equivalent
- The interior walls and Ceiling shall be painted with 2 coats JK Putty, 1 Coat of Primer and
2 coats - Apcolite Premium Emulsion or equivalent. The choice of colours is restricted to
upto 2 in a room and upto 6 overall. Any additional colours will be chargeable
- All MS Steel grills and railings shall be painted with an anti corrosion coat with a final coat
of Enamel Paint
Flooring:
- Living and Dining room flooring shall be in 2'X2' Vitrified Tiles or Granite of - upto INR
140 per sft
- Other Rooms and Kitchen flooring shall be in 2'X2' Vitrified Tiles or Granite of - upto INR
120 per sft
- Staircase flooring shall be in Sadderahalli Granite of - upto INR 110 per sft
- Parking area flooring shall be in Anti-skid tiles of - upto INR 70 per sft
- Balconies and open areas shall be in Anti-skid tiles of - upto INR 80 per sft. Terrace tiles
shall be additionally charged
- Skirting shall be of matching Vitrified Tiles or Granite not less than 75mm high
- Wall dado will be in 18"X12" ceramic tiles of - upto INR 40 per sft
- The following Quality standards and inclusions/exclusions shall be made note of and
must be taken care of at the time of execution
- Wall tiles shall be fixed with tile adhesive. Joints shall be cleaned thoroughly and grouted
with site made grout cement grout of Roff/ Weber/ equivalent brands
- Ceramic tiles for walls shall be free from cracks, spots, grazes, chipped edges and
corners. Variation in size shall be limited to +/- 1.5 mm. Thickness shall be as specified,
but in no case shall they be less than 6 mm
- Flooring/dado/skirting must be laid level/to plumb
- Grouting for tiles in the Balconies, terrace (if opted) shall be done with polymeric cement
grout of Roff/ Weber/ equivalent brands
- Plinth protection upto two feet wide is included in the package
- Granite if used shall be hard, sound, free from cracks, cavities, holes, patches of injurious
veins, weathered portions, flaws, etc. Granite used should have a minimum thickness of
19 mm
- Labour charges for cutting, laying, polishing, nosing, chamfering of granite shall be extra
- Labour charges for laying of tiles shall be extra if tile of size greater than 2ft by 2ft are
used
- Additional charges shall be applicable for laying Indian marble of upto INR 25 per sft
- Additional charges for laying Granite shall be INR 18 per sq.ft. Additional charges of INR
30 per running ft for buffing or chamfering/nosing if applicable
- Additional charges shall be applicable for laying Italian marble of upto INR 30 per sft.
Over and above the laying charges, an additional chemical treatment charge of INR 20 per
sft shall be applicable
Electrical:
- Pooja Room wall cladding with tiles of 60 per sqft is provided for 60 sqft area
- Gates shall be charged additional. If required additional, a Mild Steel Main gate shall be
provided with Mild Steel Posts as per approved design and dimensions. Minimum two
number of hinges per Gate shutter and one number bottom and top latch shall be provided
- A simple pattern Staircase Railing shall be in MS of - upto Rs. 130 per sqft for material,
painting, welding, fixing, and finishing
- Compound Wall shall be charged additional. If required additional, the compound wall
shall be in solid cement block masonry with 5 feet height from the ground level and 115
mm in thickness. Buttress/columns shall be provided for every 10 feet length of the
compound. Expansion joints may be provided wherever necessary. The compound wall
shall be constructed on size stone masonry foundation of minimum thickness 450mm and
minimum depth 2 feet. The foundation shall be laid on compacted hard soil. Bed concrete
of minimum thickness 80mm shall be provided below the foundation. Compound wall shall
be plastered and painted as per the plastering and painting specifications
- Parapet wall shall be in Blockwork and shall be provided to a height of 3 feet and 150mm
thickness. Buttresses shall be provided at every 10 feet of length
- Balcony and Utility railings along with the Terrace parapet railings if opted for shall be
charged additional at - upto 130 per sft for material, painting, welding, fixing, and finishing.
More complex patterns shall be chargeable as per the design
- An Underground sump of - 7000L shall be provided with Concrete block masonry. PCC
bed concrete of minimum 125mm thickness shall be provided at the base. The inside of
the wall shall be provided with chicken mesh plastering. MS cover plate of dimension 600
mm x 600 mm shall be provided. Water Proofing chemical be applied to mortar for
plastering. Additional capacity of Underground Sump tank shall be charged at INR 19 per
L. RCC Underground sump shall be charged at INR 16 per L over and above the base
cost
- A Septic tank in blockwork, if applicable shall be charged at INR 13/L. For RCC septic
tank additional charges INR18/L shall be applicable
- Elevation of the building on all sides shall include basic plastering and external painting
with no cladding/ grooves/ cuts/ projections or any other aesthetic elements like cladding,
pergola, etc
- A Syntex Double layered overhead tank of - 2000L shall be provided. An additional
capacity is chargeable at . Additional capacity shall be chargeable at INR 7 per L. Platform
for the OHT shall be charged additional based on the design and specifications
- Weather proof course shall be provided at terrace with one coat of waterproofing agent of
Dr. Fixit brand or equivalent
- Antitermite treatment is additional and may be provided at an extra charge of - INR
24/sqft
- Rain water harvesting is additional and shall be provided as per BBMP norms at - INR
25,000
- External Drain covers in Natural stone of width 100mm of upto - INR 300 per sft shall be
provided
- Wherever an External staircase is provided, the staircase headroom is charged additional
at par with package built-up area
- Additional Lofts may be provided at a charge of - INR 280 per sft
- Pooja Room Door - Burma Teak along with teak frame of 5inch by 2.5 inch, worth Rs
30000
- Barrication around the site during construction in simple shade net is included. Additional
charges shall apply for any other kind of barrication
Customisation Costs:
- All construction work comes with a one-year warranty limited to 1% of the Contract value.
The date of start of warranty is the date of project completion including snags as entered in
the 'Hand Over Letter'
- Any work additional to the scope mentioned above shall be chargeable. Wherever such
additional work is not described in this contract shall be quoted by the Contractor in writing
and accepted by the Owner in writing. In case there's a difference in opinion of the
correctness of the quote provided by the contractor, the Consultant's decision shall be final
- All rates are inclusive of GST
- Wherever the word Equivalent has been used it means approximately the same price
SCHEDULE 3
(Client Payment Schedule)
Payment Work Stages Start Date End Date Pay Date % of Payment
Stage (DD/MM/Y (DD/MM/Y (DD/MM/Y Final Amount
YYY) YYY) YYY) Quote (Rs)
Mobilisation 1. Mobilisation, Designs & 17/04/2022 17/04/2022 12/04/2022 5.00 % 282095.00
Design & Drawings
Drawing
Foundation 1. Excavation and PCC 10/05/2022 20/06/2022 07/05/2022 12.00 % 677028.00
Works 2. Footing
3. Backfilling and
Plinthbeam
GF Structural 1. Column rising, blockwork 21/06/2022 28/07/2022 16/06/2022 10.00 % 564190.00
works upto lintel level for Ground
Floor
2. Casting the
lintels,staircase, blockwork
upto the slab level for
Ground Floor
3. RCC slab for roof level for
Ground Floor
First Floor 1. Column rising, blockwork 29/07/2022 04/09/2022 24/07/2022 10.00 % 564190.00
Structural upto lintel level for 1st Floor
works 2. Casting the
lintels,staircase, blockwork
upto the slab level for 1st
Floor
3. RCC slab for roof level for
1st Floor
Internal 1. Parapet Wall & Water 05/09/2022 08/10/2022 31/08/2022 14.00 % 789866.00
Plastering GF Proofing
& FF, Parapet 2. Internal Plastering for for
wall Ground Floor
3. Internal Plastering for for
1st Floor
Toilet water 1. Toilet Water proofing for 09/10/2022 07/11/2022 04/10/2022 18.00 % 1015542.00
proofing, 1st Floor
External 2. Plastering external
plastering, 3. Toilet Water proofing for
Flooring FF Ground Floor
4. Flooring works for 1st
Floor
Painting & 1. Flooring works for 29/10/2022 17/11/2022 24/10/2022 5.00 % 282095.00
Flooring GF Ground Floor
2. Painting
Terrace water 1. Terrace Water proofing 08/11/2022 11/12/2022 03/11/2022 15.00 % 846285.00
proofing, 2. Fixing & Supply of Doors
doors & Windows
windows & 3. Fixing & supply of
Electrical Electrical Fixtures
Final 1. Final painting 12/12/2022 16/01/2023 07/12/2022 11.00 % 620609.00
Painting, CP 2. Fixing & Supply of CP
Fittings, Fittings & Sanitaryware
Sanitary 3. Final completion of
wares, Final Miscellaneous Works
Completion
SCHEDULE 4
(Contractor Work Schedule)
SCHEDULE 6
(Prevailing Costs of Materials)