Engineering, Procurement and Construction

(EPC) Agreement
for
Provision of KAVACH (Train Collision Avoidance System) in Bina- Itarsi-
Jujharpur section, UP and DN flyover track from Jujharpur to Powarkheda of
Bhopal Division Over West Central Railway.

Ministry of Railways
Government of India

Signal & Telecommunication Department,

West central Railway
Jabalpur
 Contents
Preamble

PART I
Preliminary

Recitals 2

1 Definitions and Interpretation 4

PART II
Scope of the Project

2 Scope of the Project 10

3 Obligations of the Contractor 11
4 Obligations of the Authority 16
5 Representations and Warranties 20
6 Disclaimer 23
PART III
Construction

7 Performance Security 25
8 Right of Way 28
9 Utilities and Trees 32
10 Design and Construction of the Railway Project 34
11 Quality Assurance, Monitoring and Supervision 42
12 Completion Certificate 48
13 Change of Scope 51
14 Traffic Regulation 54
15 Defects Liability 55
15A Maintenance 61
15B Supervision & monitoring during maintenance 66
16 Authority‟s Engineer 68
PART IV
Financial Covenants
17 Payments 72
18 Insurance 111

Part V
Force Majeure and Termination

19 Force Majeure 116

20 Suspension of Contractor‟s Rights 121
21 Termination 123
PART VI
Other Provisions

22 Assignment and Charges 130

23 Liability and Indemnity 131
24 Dispute Resolution 134
25 Miscellaneous 139
26 Definitions 145
Schedules

A Site of the Project 155

B Development of the Railway Project 161

C Project Facilities 164

D Specifications and Standards 169
E Applicable Permits 181
F Form of Bank Guarantee 182
G Contract Price Weightages 191
H Drawings 197
I Project Completion Schedule 200
J Tests on Completion 203
K Provisional Certificate/ Completion Certificate 205
L Selection of Authority‟s Engineer 207
M Forms of Payment Statements 213
N Insurance 214
O Provision of Traffic Blocks and Power Blocks 216
P Machinery and equipment 217
Q Maintenance requirement 218
R Payment reduction for non-Compliance 222
S Test on completion of maintenance period 223
T Taking over certificate 224

Appendices
I List of bid specific clauses 226
II List of project specific clauses 228
III Underaking From RDSO approved Kavach OEM 231

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 PREAMBLE

Need for EPC contracts:

Railways had hitherto been undertaking construction projects through the
conventional item rate contracts where the Authority provides the detailed
design as well as the estimates of quantities for different items of work (Bill of
Quantities). Payments to the contractor are made on the basis of measurements
of the work done in respect of each item. Experience in railway projects shows
that item rate contracts are prone to excessive time and cost overruns due to
delays in design and drawing, variation in items and quantities and inadequate
fund provisions as allocation of construction risks are largely to the Authority.
Considerable time of Project Engineers is consumed in dealing with variations
in quantities, introduction of Non-Schedule Items and variation in contract
price.
The growing requirements of the economy will necessitate faster expansion of
the freight network through new capacity creation. Considering that improved
and modernised project execution capabilities would be critical for speedy
capacity creation, it has been decided to adopt the Engineering, Procurement
and Construction (EPC) mode of contracting for construction of railway
projects.
On Indian Railways, EPC model has been used earlier in a limited way for
constructing some bridges on Jammu-Udhampur rail link. However, in
railway sector, EPC model has been extensively and successfully used by Delhi
Metro Rail Corporation (DMRC) over the years. Accordingly, the processes
for design approval, supervision and monitoring etc. have been suitably
incorporated in the Model EPC Agreement as per the practices being followed
in DMRC.

Model EPC Agreement:

The aforesaid drawbacks of item rate contracting can be addressed by adopting
the EPC approach that relies on assigning the responsibility for investigations,
design and construction to the contractor for a lump sum price determined
through competitive bidding. The objective is to ensure speedy implementation
of the project to the specified standards and cost effective designs, and least
time overrun while assigning & balancing various risks judiciously between
contractor and authority. This Standard EPC Agreement provides a contractual
framework that balances the allocation of risks and rewards, provides equity of
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obligations and penalties between Authority and the Contractor, minimises the
ambiguities and uncertainties, thus improves the predictability of cost & time.
It also follows the global best practices related to force majeure, termination
and dispute resolution, apart from transparent and fair procedures.
The Contractor also has full freedom to plan the construction schedule for
efficient use of its manpower, equipment and other resource while payments
are linked to specified stages of construction (payment milestones) vis-à-vis the
payment for individual items/units under the item rate contract. Awarding
contract for a lump sum price ensures value engineering, balancing of risks and
financial discipline, both for the contractor and the Authority. The contract
price is subject to adjustment on account of price variation during the contract
period as per specified formula.

Technical parameters:
The Standard EPC Agreement specifies the required design standards and
allows the Contractor to design and construct the project using design
engineering and global best practices to achieve quality, speed, efficiency and
economy as compared to the item rate contract that relies on a fixed design
provided by the Authority.
Only the core requirements of design and construction of the railway project
that have a bearing on the quality and safety of assets are to be specified and
enough room would be left for the contractor to add value. This would provide
the requisite flexibility to the contractor in evolving and adopting the efficient
designs without compromising on the quality and safety.

Contract period:
The contract period is determined on a project-specific basis depending on
the volume of construction work involved. The Contractor shall be liable to
pay Damages at the specified rate for each day of delay beyond the specified
date of completion, subject to the total amount of Damages not exceeding 10
per cent of the Contract Price. However, the Contractor shall be entitled to time
extension arising out of delays on account of change of scope and force
majeure or delays caused by or attributable to the Authority.

Selection of contractor:
Selection of the contractor will be based on open competitive bidding. All
project parameters such as the contract period, price adjustments and technical
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parameters are to be clearly stated upfront along with lump sum price for the
Railway Project.

Risk allocation:
Projects risks such as soil conditions and weather or commercial and technical
risks relating to design and construction have been assigned to the Contractor.
The Authority accepts its liability to pay damages to the Contractor for any
delays in handing over the land, approvals from road authorities for road over-
bridges/under-bridges at level crossings, environment clearances, shifting of
utilities and approvals in respect of engineering scale plan and signalling
interlocking plan.

Design and Construction:

It defines the scope of the railway project with precision and predictability to
enable the Contractor to determine its costs and obligations. It also lays down a
ceiling of 25 per cent of contract price to cater for any changes in the scope of
project, the cost of which theAuthority will bear.
The Contractor shall carry out survey and investigations and also develop
designs and drawings in conformity with the specifications and standards laid
down in the Agreement. Authority‟s engineer shall review the design and
drawings to ensure that these conform to the scope of the project, design
standards and specifications. The EPC agreement also stipulates provisions for
quality control and quality assurance.

Monitoring and Supervision:

Monitoring and supervision of construction are proposed to be undertaken
through an engineer to be designated as „Authority‟s Engineer‟, who would be
assisted by requisite organizational support for day-to-day interaction between
the Authority and the Contractor. Typical organizational structure proposed to
be followed for Authority‟s Engineer shall be in line with the organizational
set up being followed by DMRC for monitoring and supervision of their EPC
contracts. The Authority‟s Engineer will act as a single window for
coordination with the contractor.
The Agreement provides for the schedule indicating the timeline within which
Authority will ensure the clearances of design proposals submitted by the
contractor. Any comment by the Authority on the design proposals submitted
by the contractor will be communicated in totality once in a time-bound
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manner as indicated in the schedule. The contractor will be free to proceed with
construction after the expiry of specified period in case no remarks/clearances
are given by the Authority.

Milestone based payments:

A simple and rational method for estimating interim payments to the
Contractor has been provided in the Agreement. It ensures that payments are
made for works conforming to the Agreement and commensurate with the
stages of completion of works. Works have been broadly divided into three
categories, namely, civil and track works, signalling and telecommunication
works and electrification works, which could be taken together under a single
project or separately under different projects. Each item of work has been
further sub-divided into stages and payment will be made for each completed
stage of work.
A provision has been made for damages which the Contractor shall pay to
Authority for not achieving the prescribed milestones. Authority will pay bonus
to the Contractor for completion of the project before the scheduled completion
date.

Defects liability period:

Though normally a defects liability period of one year is specified inmost
contracts, a defects liability period of four years has been specified in the
Agreement in order to provide additional comfort to the Authority.

Termination dispute resolution:

In the event the Authority terminates the Agreement on account of any of the
specified defaults of the Contractor, the Agreement allows the Authority to
forfeit the performance security & retention money of the Contractor.
Similarly, defaults by the Authority are proposed to qualify for adequate
compensatory payments to the contractor. The Agreement also addresses issues
relating to dispute resolution and provides a mechanism for the same.

*******

xiv
 Part I
Preliminary
 ENGINEERING, PROCUREMENT AND CONSTRUCTION
AGREEMENT
THIS AGREEMENT1 is entered into on this the ……….. day of ………, 20…..

BETWEEN

1 [The President of India, represented by Chief Signal & Telecommunication Engineer /

Project, West Central Railway, Jabalpur, and having its principal offices at 1st Floor,
Annex-Building, Above Platform No.6, West Central Railway, Jabalpur, (hereinafter
referred to as the “Authority” which expression shall, unless repugnant to the
context or meaning thereof, include its administrators, successors and assigns) of One
Part;

AND

2 {……………………}2, means the selected bidder3 having its registered office at

……………, (hereinafter referred to as the “Contractor” which expression shall,
unless repugnant to the context or meaning thereof, include its successors and
permitted assigns) of the Other Part.

WHEREAS:

(A) The Authority has the responsibility to develop, operate and maintain the Indian
Railways in the territorial jurisdiction of the West central Railway zone. Railway
zone5.

(B) The Authority had resolved to undertake Provision of KAVACH (Train Collision
Avoidance System) in Bina- Itarsi- Jujharpur section, UP and DN flyover track from
Jujharpur to Powarkheda of Bhopal Division Over West Central Railway. on Engineering,
Procurement, Construction (“EPC”) basis in accordance with the terms and conditions to be
set forth in an agreement to be entered into.
(C) The Authority had prescribed the Technical and Financial terms and conditions, and
invited Request for Participation (RFP) No EPC of KAVACH-BINA-ET-JHP-WCR
dated 01.08.24 ,from the bidders for undertaking the Project.

(D) After evaluation of the bids received, the Authority had accepted the bid of the
selected bidder and issued its Letter of Acceptance No. *** dated *** (hereinafter called the
“LOA”) to the selected bidder for Provision of KAVACH (Train Collision Avoidance
System) in Bina- Itarsi- Jujharpur section &, Powarkheda to Jhujharpur UP & DN Flyover
track of Bhopal Division Over West Central Railway., at the Contract Price specified
hereinafter, requiring the selected bidder to inter alia:

(i) deliver to the Authority a legal opinion from the legal counsel of the selected
bidder with respect to the authority of the selected bidder to enter into this

2
 Agreement and the enforceability of the provisions there of, within 10 (ten)
days of the date of issue of LOA; and

(ii) execute this Agreement within 60 (Sixty) days of the date of issue of LOA.

(E) The Contractor has fulfilled the requirements specified in Recital (D) above;

Now, therefore, in consideration of the foregoing and the respective covenants and
agreements set forth in this Agreement, the sufficiency and adequacy of which is hereby
acknowledged, the Authority hereby covenants to pay the Contractor, in consideration of the
obligations specified herein, the Contract Price or such other sum as may become payable
under the provisions of the Agreement at the times and in the manner specified by the
Agreement and intending to be legally bound hereby, the Parties agree as follows:

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 ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1 Definitions

The words and expressions beginning with capital letters and defined in this
Agreement (including those in Article 26) shall, unless the context otherwise
requires, have the meaning ascribed thereto herein, and the words and expressions
defined in the Schedules and used therein shall have the meaning ascribed thereto in
the Schedules.

1.2 Interpretation

1.2.1 In this Agreement, unless the context otherwise requires,

(a) references to any legislation or any provision thereof shall include amendment
or re-enactment or consolidation of such legislation or any provision thereof
so far as such amendment or re-enactment or consolidation applies or is
capable of applying to any transaction entered into hereunder;

(b) references to laws of India or Indian law or regulation having the force of law
shall include the laws, acts, ordinances, rules, regulations, bye laws or
notifications which have the force of law in the territory of India and as from
time to time may be amended, modified, supplemented, extended or re-
enacted;

(c) references to a “person” and words denoting a natural person shall be

construed as a reference to any individual, firm, company, corporation,
society, trust, government, state or agency of a state or any association or
partnership (whether or not having separate legal personality) of two or more
of the above and shall include successors and assigns;

(d) the table of contents, headings or sub-headings in this Agreement are for
convenience of reference only and shall not be used in, and shall not affect,
the construction or interpretation of this Agreement;

(e) the words “include” and “including” are to be construed without limitation
and shall be deemed to be followed by “without limitation” or “but not
limited to” whether or not they are followed by such phrases;

(f) references to “construction” or “building” include, unless the context

otherwise requires, survey and investigation, design, developing, engineering,
procurement, supply of plant, materials, equipment, labour, delivery,
transportation, installation, processing, fabrication, testing, and
commissioning of the Railway Project, including maintenance during the
Construction Period, removing of defects, if any, and other activities
incidental to the construction and “construct” or “build” shall be construed
accordingly;

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(g) references to “development” include, unless the context otherwise requires,
construction, renovation, refurbishing, augmentation, up-gradation and other
activities incidental thereto during the Construction Period, and “develop”
shall be construed accordingly;

(h) any reference to any period of time shall mean a reference to that according to
Indian standard time;

(i) any reference to day shall mean a reference to a calendar day;

(j) reference to a “business day” shall be construed as reference to a day (other

than a Sunday) on which banks in the State are generally open for business;

(k) any reference to month shall mean a reference to a calendar month as per the
Gregorian calendar;

(l) references to any date, period or Project Milestone shall mean and include
such date, period or Project Milestone as may be extended pursuant to this
Agreement;

(m) any reference to any period commencing “from” a specified day or date and
“till” or “until” a specified day or date shall include both such days or dates;
provided that if the last day of any period computed under this Agreement is
not a business day, then the period shall run until the end of the next business
day;

(n) the words importing singular shall include plural and vice versa;

(o) references to any gender shall include the other and the neutral gender;

(p) “lakh” means a hundred thousand (100,000) and “crore” means ten million
(10,000,000);

(q) “indebtedness” shall be construed so as to include any obligation (whether

incurred as principal or surety) for the payment or repayment of money,
whether present or future, actual or contingent;

(r) references to the “winding-up”, “dissolution”, “insolvency”, or

“reorganisation” of a company or corporation shall be construed so as to
include any equivalent or analogous proceedings under the law of the
jurisdiction in which such company or corporation is incorporated or any
jurisdiction in which such company or corporation carries on business
including the seeking of liquidation, winding-up, reorganisation, dissolution,
arrangement, protection or relief of debtors;

(s) save and except as otherwise provided in this Agreement, any reference, at
any time, to any agreement, deed, instrument, licence or document of any
description shall be construed as reference to that agreement, deed,
instrument, licence or other document as amended, varied, supplemented,
modified or suspended at the time of such reference; provided that this Sub-
clause(s) shall not operate so as to increase liabilities or obligations of the
Authority hereunder or pursuant hereto in any manner whatsoever;

5
 (t) any agreement, consent, approval, authorisation, notice, communication,
information or report required under or pursuant to this Agreement from or by
any Party or the Authority Engineer shall be valid and effective only if it is in
writing under the hand of a duly authorised representative of such Party or the
Authority Engineer, as the case may be, in this behalf and not otherwise;

(u) the Schedules and Recitals to this Agreement form an integral part of this
Agreement and will be in full force and effect as though they were expressly
set out in the body of this Agreement;

(v) references to Recitals, Articles, Clauses, Sub-clauses, Provisos or Schedules

in this Agreement shall, except where the context otherwise requires, mean
references to Recitals, Articles, Clauses, Sub-clauses, Provisos and Schedules
of or to this Agreement; reference to an Annex shall, subject to anything to
the contrary specified therein, be construed as a reference to an Annex to the
Schedule in which such reference occurs; and reference to a Paragraph shall,
subject to anything to the contrary specified therein, be construed as a
reference to a Paragraph of the Schedule or Annex, as the case may be, in
which such reference appears;

(w) the damages payable by either Party to the other of them, as set forth in this
Agreement, whether on per diem basis or otherwise, are mutually agreed
genuine pre-estimated loss and damage likely to be suffered and incurred by
the Party entitled to receive the same and are not by way of penalty (the
“Damages”); and

(x) time shall be of the essence in the performance of the Parties‟ respective
obligations. If any time period specified herein is extended for the reasons
specified in the Agreement, such extended time shall also be of the essence.

(xi) “Maintenance” means the maintenance of the Project KAVACH as set forth in
Article 15A for the period specified therein;

(xii)“Maintenance Inspection Report” shall have the meaning set forth in Clause
15B.2;

(xiii) “Maintenance Manual” shall have the meaning ascribed to it in Clause 10.6;

(xiv) “Maintenance Programme” shall have the meaning set forth in Clause 15A.3;

(xv) “Maintenance Period” shall have the meaning set forth in Clause 15A.1;

(xvi) “Maintenance Requirements” shall have the meaning set forth in Clause 15A.2

1.2.2 Unless expressly provided otherwise in this Agreement, any Documentation required
to be provided or furnished by the Contractor to the Authority shall be provided free
of cost and in three copies, and if the Authority is required to return any such
Documentation with its comments and/or approval, it shall be entitled to retain two
copies thereof.

6
1.2.3 The rule of construction, if any, that a contract should be interpreted against the
parties responsible for the drafting and preparation thereof, shall not apply.

1.2.4 Any word or expression used in this Agreement shall, unless otherwise defined or
construed in this Agreement, bear its ordinary English meaning and, for these
purposes, the General Clauses Act, 1897 shall not apply.

1.3 Measurements and arithmetic conventions

All measurements and calculations shall be in the metric system and calculations
done to 2 (two) decimal places, with the third digit of 5 (five) or above being rounded
up and below 5 (five) being rounded down.

1.4 Priority of agreements and errors/discrepancies

1.4.1 This Agreement, and all other agreements and documents forming part of or referred
to in this Agreement are to be taken as mutually explanatory and, unless otherwise
expressly provided elsewhere in this Agreement, the priority of this Agreement and
other documents and agreements forming part hereof or referred to herein shall, in the
event of any conflict between them, be in the following order:

(a) this EPC Agreement; and

(b) all other agreements and documents forming part hereof or referred to herein,

i.e. this Agreement at (a) above shall prevail over the agreements and documents at
(b).

1.4.2 Subject to the provisions of Clause 1.4.1, in case of ambiguities or discrepancies

within this Agreement, the following shall apply:

(a) between two or more Clauses of this Agreement, the provisions of a specific
Clause relevant to the issue under consideration shall prevail over those in
other Clauses;

(b) between the Clauses of this Agreement and the Schedules, the Clauses shall
prevail and between Schedules and Annexes, the Schedules shall prevail;

(c) between any two Schedules, the Schedule relevant to the issue shall prevail;

(d) between the written description on the Drawings and the Specifications and
Standards, the latter shall prevail;

(e) between the dimension scaled from the Drawing and its specific written
dimension, the latter shall prevail; and

(f) between any value written in numerals and that in words, the latter shall
prevail.

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1.5 Joint and several liability

1.5.1 If the Contractor has formed a Consortium/Joint Venture of two or more persons for
implementing the Project:

(a) these persons shall, without prejudice to the provisions of this Agreement, be
deemed to be jointly and severally liable to the Authority for the performance
of the Agreement; and

(b) the Contractor shall ensure that no change in the composition of the
Consortium/Joint Venture is effected without the prior consent of the
Authority.

1.5.2 Without prejudice to the joint and several liability of all the members of the
Consortium/Joint Venture, the Lead Member shall represent all the members of the
Consortium/Joint Venture and shall at all times be liable and responsible for
discharging the functions and obligations of the Contractor. The Contractor shall
ensure that each member of the Consortium/Joint Venture shall be bound by any
decision, communication, notice, action or inaction of the Lead Member on any
matter related to this Agreement and the Authority shall be entitled to rely upon any
such action, decision or communication of the Lead Member. The Authority shall
have the right to release payments solely to the Lead Member and shall not in any
manner be responsible or liable for the inter se allocation of payments among
members of the {Consortium/Joint Venture}}.

8
 Part II
Scope of the Project

9
 ARTICLE 2
SCOPE OF THE PROJECT

2.1 Scope of the Project

Under this Agreement, the scope of the Project (the “Scope of the Project”) shall
mean and include:

(a) Construction of the Railway Project on the Site set forth in Schedule-A and as
specified in Schedule-B together with provision of Project Facilities as specified
in Schedule-C, and in conformity with the Specifications and Standards set forth
in Schedule-D with Contractor’s own Material Supplies including stationary
KAVACH, Loco KAVACH, Tower material & accessories, Building
construction material, General lighting materials, Various
licences/clearances, all Signalling & Telecom materials, etc. as per laid down
specifications.

(b) Mainline Sleepers and Rails, except those covered in Clause 2.1(a) above shall be
supplied by the Authority free of cost.

(c) Performance and fulfilment of all other obligations of the Contractor in

accordance with the provisions of this Agreement and matters incidental thereto
or necessary for the performance of any or all of the obligations of the Contractor
under this Agreement.

(d) Maintenance of the Project in accordance with the provisions of this Agreement
and in conformity with the requirements set forth in Schedule-Q;

10
 ARTICLE 3

OBLIGATIONS OF THE CONTRACTOR

3.1 Obligations of the Contractor

3.1.1 Subject to and on the terms and conditions of this Agreement, the Contractor shall
undertake the survey, investigation, design, engineering, procurement, and
construction of the Railway Project and observe, fulfil, comply with and perform all
its obligations set out in this Agreement or arising hereunder.

3.1.2 The Contractor shall comply with all Applicable Laws and Applicable Permits
(including renewals as required) in the performance of its obligations under this
Agreement.

3.1.3 Save and except as otherwise provided in this Agreement or Applicable Laws, as the
case may be, the Contractor shall, in discharge of all its obligations under this
Agreement, conform with and adhere to Good Industry Practice at all times.

3.1.4 The Contractor shall remedy any and all loss or damage to the Railway Project,
occurring on or after the Appointed Date and until the date of Provisional Certificate,
with respect to the Works completed prior to the issuance of the Provisional
Certificate and/or Completion Certificate, with respect to the Works referred to in the
Punch List, at its own cost, save and except to the extent that any such loss or damage
shall have arisen from any default of the Authority or on account of a Force Majeure
Event in which case the provisions of Article 19 shall apply.

3.1.5 The Contractor shall remedy any and all loss or damage to the Railway Project during
the Defects Liability Period at its own cost, to the extent that such loss or damage
shall have arisen out of the reasons specified in Clause 15.3.

3.1.6 The Contractor shall, at its own cost and expense, in addition to and not in derogation
of its obligations elsewhere set out in this Agreement:

(a) make, or cause to be made, necessary applications to the relevant Government

Instrumentalities with such particulars and details as may be required for
obtaining Applicable Permits set forth in Schedule-E and obtain and keep in
force and effect such Applicable Permits in conformity with Applicable Laws;

(b) procure, as required, the appropriate proprietary rights, licences, agreements

and permissions for Materials, methods, processes, know-how and systems
used or incorporated into the Railway Project;

(c) make reasonable efforts to maintain harmony and good industrial relations
among the personnel employed by it or its Sub-contractors in connection with
the performance of its obligations under this Agreement;

(d) ensure that its Sub-contractors comply with all Applicable Permits and
Applicable Laws in the performance by them of any of the Contractor‟s
obligations under this Agreement;

11
 (e) always act in a manner consistent with the provisions of this Agreement and
not cause or fail to do any act, deed or thing, whether intentionally or
otherwise, which may in any manner be in violation of any of the provisions
of this Agreement;

(f) support, cooperate with and facilitate the Authority in the implementation and
operation of the Project in accordance with the provisions of this Agreement;

(g) ensure that the Contractor and its Sub-contractors comply with the safety and
welfare measures for labour in accordance with Applicable Laws and Good
Industry Practice;

(h) keep, on the Site, a copy of this Agreement, publications named in this
Agreement, the Drawings, Documents relating to the Project, Change of
Scope Orders and other communications sent under this Agreement, and
provide access to all these documents at all reasonable times to the Authority
Engineer and its authorised personnel;

(i) cooperate with other contractors employed by the Authority and with
personnel of any other public authority; and

(j) not interfere unnecessarily or improperly with the convenience of the public,
or the access to and use and occupation of all the existing facilities within the
Right of Way, irrespective of whether they are public or in the possession of
the Authority or of others.

(k) to provide reasoned comments on any information relating to the contractor‟s

activities under or pursuant to the agreement, which the Authority may
publish.

3.1.7 The Contractor shall undertake all necessary superintendence to plan, arrange, direct,
manage, inspect and test the Works.

3.2 Obligations relating to sub-contracts and any other agreements

3.2.1 The Contractor shall not sub-contract the Works comprising more than 70% (seventy
per cent) of the Contract Price and shall carry out Works for at least 30% (thirty per
cent) of the total Contract Price directly under its own supervision and through its
own personnel. The Parties expressly agree that for the purposes of computing the
value of sub-contracts under this Clause 3.2.1, the Contract Price shall exclude any
sub-contract for the procurement of goods and equipment like [rails, sleepers and
track fittings, signalling and telecommunication & Power supply equipments]. The
Parties agree that all obligations and liabilities under this Agreement for the entire
Railway Project shall at all time remain with the Contractor. {The Parties agree that
the obligations of the Contractor to carry out Works equal to at least 30% (thirty per
cent) of the Contract Price shall be discharged solely by the Lead Member.}$

3.2.2 In the event any sub-contract for Works, or the aggregate of such sub-contracts with
any Sub-contractor, exceeds 5% (five percent) of the Contract Price, the Contractor

$
May be deleted if the Contractor is not a Consortium/Joint Venture.

12
 shall communicate the name and particulars, including the relevant experience of the
sub-contractor, to the Authority prior to entering into any such sub-contract.
Provided, however, that in any event the Contractor shall communicate the name and
particulars to the Authority for any sub-contract including the relevant experience
prior to entering into any such sub-contract. The Authority shall examine the
particulars of the sub-contractor from the national security and public interest
perspective and may require the Contractor, no later than 15 (fifteen) business days
from the date of receiving the communication from the Contractor, not to proceed
with the sub-contract, and the Contractor shall comply therewith and shall have no
claim whatsoever on this account.

3.2.3 Without prejudice to the provisions of Clause 3.2.2, in the event any sub-contract
referred to in Clause 3.2.2 relates to a sub-contractor who has, over the preceding 3
(three) financial years and the current financial year , not undertaken at least one
work of a similar nature with a contract value exceeding 40% (forty per cent) of the
value of the sub-contract to be awarded hereunder and received payments in respect
thereof for an amount equal to at least 80% (eighty per cent) of such contract, the
Authority may, no later than 15 (fifteen) business days from the date of receiving the
communication from the Contractor, require the Contractor not to proceed with such
sub-contract, and the Contractor shall comply therewith.

3.2.4 It is expressly agreed that the Contractor shall, at all times, be responsible and liable
for all its obligations under this Agreement notwithstanding anything contained in the
agreements with its Sub-contractors or any other agreement that may be entered into
by the Contractor, and no default under any such agreement shall excuse the
Contractor from its obligations or liability hereunder.

3.2.5 Notwithstanding anything to the contrary contained in this Agreement, the Contractor
agrees and acknowledges that it will not assign any work to any contractor/sub-
contractor from a country which shares a land border with India unless such
contractor/sub-contractor is registered with the competent Authority. Contractor will
ensure that such Contractor/sub-contractor fulfils all requirements in this regard and is
eligible to be considered (evidence of valid registration by the competent authority is
enclosed). The Competent Authority for registration will be the Registration Committee
constituted by the Department for Promotion of Industry and Internal Trade (DPIIT),
India.

3.3 Employment of foreign nationals

The Contractor acknowledges, agrees and undertakes that employment of foreign

personnel by the Contractor and/or its Sub-contractors and their sub-contractors shall
be subject to grant of requisite regulatory permits and approvals including
employment/residential visas and work permits, if any required, and the obligation to
apply for and obtain the same shall and will always be of the Contractor.
Notwithstanding anything to the contrary contained in this Agreement, refusal of or
inability to obtain any such permits and approvals by the Contractor or any of its
Sub-contractors or their sub-contractors shall not constitute Force Majeure Event, and
shall not in any manner excuse the Contractor from the performance and discharge of
its obligations and liabilities under this Agreement.

13
3.4 Contractor’s personnel

3.4.1 The Contractor shall ensure and procure that the personnel engaged by it or by its
Sub-contractors for performance of its obligations under this Agreement are at all
times appropriately qualified, skilled and experienced in their respective functions
including in conformity with Applicable Laws including the Indian Railway
General and Subsidiary Rules, [the Indian Electricity Rules], and Good Industry
Practice.

3.4.2 The Authority Engineer may, for reasons to be specified in writing, direct the
Contractor to remove any member of the Contractor‟s or Sub-contractor‟s personnel
from the Railway Project. Provided, any such direction issued by the Authority
Engineer shall specify the reasons for the removal of such person.

3.4.3 The Contractor shall, on receiving a direction from the Authority Engineer under
the provisions of Clause 3.4.2, ensure and procure the removal of such person or
persons from the Railway Project with immediate effect. The Contractor shall
further ensure that such persons have no further connection with the Railway
Project.
3.4.4 The Contractor shall be responsible for the Security of the Work Site and for
keeping the unauthorized persons off the Site.

3.5 Advertisement on Railway Project

The Contractor shall not use the Railway Project or any part thereof in any manner
for branding or advertising purposes including for advertising any commercial
product or services or companies.

3.6 Contractor's care of the Works

The Contractor shall bear full risk in and take full responsibility for the care of
Works, and of Materials, goods and equipment for incorporation therein, on and from
the Appointed Date and until the date of Provisional Certificate, with respect to the
Works completed prior to the issuance of the Provisional Certificate and/or
Completion Certificate, with respect to the Works referred to in the Punch List, save
and except to the extent that any such loss or damage shall have arisen from any
default or neglect of the Authority.

3.7 Electricity, water and other services

The Contractor shall be responsible for procuring of all power, water and other
services that it may require for the Railway Project.

3.8 Unforeseeable difficulties

Except as otherwise specified in the Agreement:

(a) the Contractor accepts complete responsibility for having foreseen all
difficulties and costs of successfully completing the Works;

14
 (b) the Contract Price shall not be adjusted to take account of any unforeseen
difficulties or costs; and

(c) the Scheduled Completion Date shall not be adjusted to take account of any
unforeseen difficulties or costs.

For the purposes of this Clause, unforeseeable difficulties include physical conditions
like man-made or natural physical conditions including sub-surface and hydrological
conditions which the Contractor encounters at the Site during execution of the
Works.

3.9 Training of Authority’s personnel

3.9.1 The Contractor shall provide and complete the training to the personnel of the
Authority in diagnostic, trouble shooting, repairing, operation and maintenance of the
signalling and telecommunication equipment. The training shall be given to the sectional
staff as approved by the authority. The training shall be completed before the issuance of the
Provisional Certificate/ Completion Certificate. Before the issue of any handing-over
certificate, the final O & M Manuals, wherever required, shall be submitted by the contractor
to the Authority Engineer.

3.10 Safety at work site

The Contractor and its sub-contractors shall follow the safety instructions and take all
safety measures for workmen and vehicles plying in the work area in accordance with
Applicable Laws, Good Industry Practice and the provisions of this Agreement.

15
 ARTICLE 4

OBLIGATIONS OF THE AUTHORITY

4.1 Obligations of the Authority

4.1.1 The Authority shall, at its own cost and expense, undertake, comply with and perform
all its obligations set out in this Agreement or arising hereunder.

4.1.2 The Authority shall be responsible for the correctness of the Scope of the Project,
Project Facilities, Specifications and Standards and the criteria for Testing of the
completed Works.

4.1.3 The Authority shall, upon receiving the Performance Security under Clause 7.1.1,
provide to the Contractor:

(a) the Right of Way in accordance with the provisions of Clauses 8.2 and 8.3 on
no less than 95% (ninety five per cent) of core land length and 90% (ninety
percent) of non-core land length of the total length of the Railway Project
before appointed date;

4.1.4 In the event that (i) the Authority does not procure fulfilment of any or all of the
obligations set forth in Clause 4.1.3 within the period specified in respect thereof, and
(ii) the delay has not occurred as a result of breach of this Agreement by the
Contractor or due to Force Majeure, the Authority shall pay to the Contractor
Damages in a sum calculated in accordance with the provisions of Clause 8.3 of this
Agreement and grant Time Extension in accordance with the provisions of Clause
10.4.

4.1.5 Notwithstanding anything to the contrary contained in this Agreement, the Parties
expressly agree that the aggregate Damages payable by the Authority under Clauses
4.1.4, 4.4.3, 8.3 and 9.2 shall not exceed 5% (five per cent) of the Contract Price. For
the avoidance of doubt, the Damages payable by the Authority under the aforesaid
Clauses shall not be additive if they arise concurrently from more than one cause but
relate to the same part of the Railway Project.

4.1.6 The Authority agrees to provide support to the Contractor and undertakes to observe,
comply with and perform, subject to and in accordance with the provisions of this
Agreement and Applicable Laws, the following:

(a) upon written request from the Contractor, and subject to the Contractor
complying with Applicable Laws, provide reasonable support to the
Contractor in procuring Applicable Permits required from any Government
Instrumentality for implementation of the Project;

(b) upon written request from the Contractor, provide reasonable assistance to the
Contractor in obtaining access to all necessary infrastructure facilities and
utilities, including water and electricity at rates and on terms no less
favourable than those generally available to commercial customers receiving
substantially equivalent services;

16
 (c) procure that no barriers that would have a material adverse effect on Works
are erected or placed on or about the Railway Project by any Government
Instrumentality or persons claiming through or under it, except for reasons of
Emergency, national security or law and order;

(d) not do or omit to do any act, deed or thing which may in any manner is in
violation of any of the provisions of this Agreement;

(e) support, cooperate with and facilitate the Contractor in the implementation of
the Project in accordance with the provisions of this Agreement; and

(f) upon written request from the Contractor and subject to the provisions of
Clause 3.3, provide reasonable assistance to the Contractor and any expatriate
personnel of the Contractor or its Sub-contractors to obtain applicable visas
and work permits for the purposes of discharge by the Contractor or its Sub-
contractors of their obligations under this Agreement and the agreements with
the Sub-contractors.

4.2 Maintenance and operation of the existing facilities

The Authority shall undertake the maintenance of the facilities existing prior to the
Appointed Date including railway lines, bridges, structures, electrical, signaling and
communications works within the Right of Way.

4.3 Environmental and Forest Clearances

Not required as the work has to be carried out in Railway boundary.

4.4 Machinery and equipment

4.4.1 The Authority shall upon receiving a request from the Contractor, provide the
machinery and equipment specified in Schedule P on payment of hire charges at the
monthly rates specified therein. The Parties agree that the monthly rate for each
machine or equipment shall be inclusive of fuel and all other operating charges,
which shall be converted into daily rates taking a month comprising 25 (twenty five)
working days. The Parties further agree that for each machinery or equipment:

(a) The charges shall be payable for a day even if a machine or equipment is used for
less than 8 (eight) hours, so long as it has been placed at the disposal of the
Contractor and has not been withdrawn;

(b) the daily rates shall be computed for a shift of 8 (eight) hours taken as one day.
By way of illustration, if the machinery or equipment is used for 16 (sixteen)
hours on any day, the charges payable shall be equal to twice the daily rate; and

[(c) for any machinery or equipment which can be used only during the period of a
Power Block or Traffic Block, no payment shall be due or payable for the day on
which such block is not provided to the Contractor.]

17
4.4.2 The Contractor shall by notice of at least three weeks convey to the Authority the
particulars of the machinery and equipment required for each day of the following
one month.

4.4.3 In the event that the Authority does not provide any machinery and equipment at the
designated time in pursuance of the provisions of Clause 4.4.1, the Contractor shall
be entitled to Damages in an amount equal twice the rates specified in Schedule-P.
Provided further that the Contractor shall be entitled to Time Extension in accordance
with the provisions of Clause 10.4 if the number of days for which the machinery has
not been provided continuously exceeds 7 (seven) and/ or the total number of days of
not providing the machinery exceed 15 (fifteen) days in a period of 03 months.10
4.5 Electricity transmission lines
Not Applicable
4.6 Disconnection for modification of existing signalling and telecommunication
works
The Contractor shall on requirement of disconnection of a particular subsystem for
modification in the existing signalling and telecommunication system at railway
stations, level crossing gates and interlocked sections, inform the Authority Engineer
by notice of at least one week of its readiness for commissioning and the Authority
Engineer shall obtain the requisite approvals from the Authority for the required
disconnections. All such work requiring disconnection of existing signalling systems
shall be executed under supervision of Authority Engineer or his representative.
4.7 Provision of Power Blocks and Traffic Blocks

4.7.1 The Authority shall provide Power Block or Traffic Block or both to enable the
Contractor to undertake the construction of overhead equipment, or such other
work as may be determined by the Authority Engineer.

4.7.2 The Contractor shall, in consultation with the Authority Engineer, submit a weekly
programme of Blocks, commencing from Monday, with a notice of at least 1 (one)
week and the Authority Engineer shall convey the approved weekly programme to
the Contractor no less than 3 (three) days prior to the start of such week.

4.7.3 The minimum period for which a Power Block or Traffic Block shall be provided to
the Contractor shall not be less than two hours, period being counted from the time
the track is placed at the disposal of the Contractor and until it is cleared by the
Contractor. Provided, however, that a Power Block or Traffic Block, as the case
may be, of shorter duration may be provided with mutual consent of the Parties.

4.7.4 The aggregate period of Power Block and Traffic Block to be provided to the
Contractor during the Construction Period is specified in Schedule-O. The
Contractor shall organise its work so as to complete all Construction Works within
such aggregate period. However, this aggregate period may be increased by the
Authority Engineer on Contractor‟s request, if the same is considered justified and
reasonable under the prevailing circumstances.

18
4.7.5 In the event of any change in the schedule of Power Block or Traffic Block or both,
as the case may be, the Authority shall inform the Contractor by a notice of not less
than 24 (twenty four) hours. Provided, however, that no such notice shall be
required in case of a breakdown, accident, law and order disturbance, natural
calamity or any other unusual occurrence or Emergency.

4.7.6 In the event a Power Block or Traffic Block, as the case may be, is not provided for
any day in accordance with the confirmed programme, the Contractor shall be
compensated by providing an additional Power Block or Traffic Block of equal
time during the same week or the following week. The Parties expressly agree that
in the event of any default in providing such additional blocks for compensating
the Contractor, the Authority shall pay to the Contractor Damages at the rate of
Rs.1,000 (Rupees one thousand) per day for each hour which has not been
provided as required hereunder and until such hour is provided during any of the 6
(six) following weeks.

4.7.8 The Contractor shall be entitled to undertake the Construction Works within the
aggregate period specified in Schedule-O. Provided, however, that in the event the
aggregate period utilised by the Contractor exceeds the period specified in
Schedule O and the extra time granted thereto under clause 4.7.4 if any, the
Contractor shall pay to the Authority hourly charges at the rate specified therein.

19
 ARTICLE 5
REPRESENTATIONS AND WARRANTIES

5.1 Representations and warranties of the Contractor

The Contractor represents and warrants to the Authority that:

(a) it is duly organised and validly existing under the laws of India, and has full
power and authority to execute and perform its obligations under this
Agreement and to carry out the transactions contemplated hereby;

(b) it has taken all necessary corporate and other actions under Applicable Laws
to authorise the execution and delivery of this Agreement and to validly
exercise its rights and perform its obligations under this Agreement;

(c) this Agreement constitutes its legal, valid and binding obligation, enforceable
against it in accordance with the terms hereof, and its obligations under this
Agreement will be legally valid, binding and enforceable obligations against
it in accordance with the terms hereof;

(d) it is subject to the laws of India, and hereby expressly and irrevocably waives
any immunity in any jurisdiction in respect of this Agreement or matters
arising there under including any obligation, liability or responsibility here
under;

(e) the information furnished in the Bid and as updated on or before the date of
this Agreement is true and accurate in all respects as on the date of this
Agreement;

(f) the execution, delivery and performance of this Agreement will not conflict
with, result in the breach of, constitute a default under, or accelerate
performance required by any of the terms of its memorandum and articles of
association or any Applicable Laws or any covenant, contract, agreement,
arrangement, understanding, decree or order to which it is a party or by which
it or any of its properties or assets is bound or affected;

(g) there are no actions, suits, proceedings, or investigations pending or, to its
knowledge, threatened against it at law or in equity before any court or before
any other judicial, quasi-judicial or other authority, the outcome of which may
result in the breach of this Agreement or which individually or in the
aggregate may result in any material impairment of its ability to perform any
of its obligations under this Agreement;

(h) it has no knowledge of any violation or default with respect to any order, writ,
injunction or decree of any court or any legally binding order of any
Government Instrumentality which may result in any material adverse effect
on its ability to perform its obligations under this Agreement and no fact or
circumstance exists which may give rise to such proceedings that would
adversely affect the performance of its obligations under this Agreement;

20
 (i) it has complied with Applicable Laws in all material respects and has not
been subject to any fines, penalties, injunctive relief or any other civil or
criminal liabilities which in the aggregate have or may have a material
adverse effect on its ability to perform its obligations under this Agreement;

(j) no representation or warranty by it contained herein or in any other document

furnished by it to the Authority or to any Government Instrumentality in
relation to Applicable Permits contains or will contain any untrue or
misleading statement of material fact or omits or will omit to state a material
fact necessary to make such representation or warranty not misleading;

(k) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf,
to any person by way of fees, commission or otherwise for securing the
contract or entering into this Agreement or for influencing or attempting to
influence any officer or employee of the Authority in connection therewith;

(l) all information provided by the {selected bidder/ members of the

Consortium/Joint Venture} in response to the RFP or otherwise, is to the best
of its knowledge and belief, true and accurate in all material respects; and

(m) nothing contained in this Agreement shall create any contractual relationship
or obligation between the Authority and any Sub-contractors, designers,
consultants or agents of the Contractor.

5.2 Representations and warranties of the Authority

The Authority represents and warrants to the Contractor that:

(a) it has full power and authority to execute, deliver and perform its obligations
under this Agreement and to carry out the transactions contemplated herein
and that it has taken all actions necessary to execute this Agreement, exercise
its rights and perform its obligations, under this Agreement;

(b) it has taken all necessary actions under Applicable Laws to authorise the
execution, delivery and performance of this Agreement;

(c) it has the financial standing and capacity to perform its obligations under this
Agreement;

(d) this Agreement constitutes a legal, valid and binding obligation enforceable
against it in accordance with the terms hereof;

(e) it has no knowledge of any violation or default with respect to any order, writ,
injunction or any decree of any court or any legally binding order of any
Government Instrumentality which may result in any material adverse effect
on the Authority‟s ability to perform its obligations under this Agreement;

(f) it has complied with Applicable Laws in all material respects;

(g) it has good and valid right to the Site and has the power and authority to grant
the Right of Way in respect thereof to the Contractor; and

21
 (h) it shall have procured, as on the Appointed Date, Right of Way and
environment clearances such that the Contractor can commence construction
forthwith on 95% (ninety five per cent) of the core land length and 90% of
non-core land length of the Railway Project.

5.3 Disclosure

In the event that any occurrence or circumstance comes to the attention of either
Party that renders any of its aforesaid representations or warranties untrue or
incorrect, such Party shall immediately notify the other Party of the same. Such
notification shall not have the effect of remedying any breach of the representation or
warranty that has been found to be untrue or incorrect nor shall it adversely affect or
waive any obligation of either Party under this Agreement.

22
 ARTICLE 6
DISCLAIMER

6.1 Disclaimer

6.1.1 The Contractor acknowledges that prior to the execution of this Agreement, the
Contractor has, after a complete and careful examination, made an independent
evaluation of the Request for Proposal (RFP), Scope of the Project, Specifications
and Standards, Site, local conditions, physical qualities of ground, subsoil and
geology, traffic volumes, suitability and availability of access routes to the Site and
all information provided by the Authority or obtained, procured or gathered
otherwise, and has determined to its satisfaction the accuracy or otherwise thereof
and the nature and extent of difficulties, risks and hazards as are likely to arise or
may be faced by it in the course of performance of its obligations hereunder. Save as
provided in Clause 4.1.2 and Clause 5.2, the Authority makes no representation
whatsoever, express, implicit or otherwise, regarding the accuracy, adequacy,
correctness, reliability and/or completeness of any assessment, assumptions,
statement or information provided by it and the Contractor confirms that it shall have
no claim whatsoever against the Authority in this regard.

6.1.2 The Contractor acknowledges and hereby accepts to have satisfied itself as to the
correctness and sufficiency of the Contract Price.

6.1.3 The Contractor acknowledges and hereby accepts the risk of inadequacy, mistake or
error in or relating to any of the matters set forth in Clause 6.1.1 above and hereby
acknowledges and agrees that the Authority shall not be liable for the same in any
manner whatsoever to the Contractor, or any person claiming through or under any of
them, and shall not lead to any adjustment of Contract Price or Scheduled
Completion Date.

6.1.4 The Parties agree that any mistake or error in or relating to any of the matters set
forth in Clause 6.1.1 above shall not vitiate this Agreement, or render it voidable.

6.1.5 In the event that either Party becomes aware of any mistake or error relating to any of
the matters set forth in Clause 6.1.1 above, that Party shall immediately notify the
other Party, specifying the mistake or error.

6.1.6 Except as otherwise provided in this Agreement, all risks relating to the Project shall
be borne by the Contractor; and the Authority shall not be liable in any manner for
such risks or the consequences thereof.

23
 Part III
Construction and Maintenance

24
 ARTICLE 7
PERFORMANCE SECURITY
7.1 Performance Security

7.1.1 The Contractor shall, for the performance of its obligations hereunder, provide to the
Authority, within 30(Thirty) days of issue of LOA, an irrevocable and unconditional
Bank Guarantee (the “Performance Security”), for an amount equal to 5% /(five
per cent) of the Contract Price from a Bank in the form set forth in Annex-I of
Schedule-F.

The Performance Security shall be valid until 60 (sixty) days of the expiry of the
Defects Liability Period specified in Clause 15.1.1. Until such time the Performance
Security is furnished by the Contractor pursuant hereto and the same comes into
effect, the „Bid Security‟ shall remain in force and effect, and upon such furnishing of
the Performance Security, the Authority shall release the Bid Security to the
Contractor. For the avoidance of doubt, the Parties expressly agree that the
Contractor shall provide, no later than 30 (thirty) days prior to the expiry of the
Performance Security for the Defects Liability Period specified in Clause 15.1.1, a
Performance Security in respect of the extended Defects Liability Period, as specified
in Clause 15.1.2, for an amount equal to 5% (five per cent) of the estimated cost of
the Structures, Important Bridges, if any, comprising a new technology not currently
in use in the Railways and the interlocking and telecom switching equipment as
specified in Schedule B.
7.1.2 Notwithstanding anything to the contrary contained in this Agreement, the Parties
agree that in the event of failure of the Contractor to provide the Performance
Security in accordance with the provisions of Clause 7.1.1 and within the time
specified therein or such extended period as may be provided by the Authority, in
accordance with the provisions of Clause 7.1.3, the Authority shall encash the Bid
Security and appropriate the proceeds thereof as part-Damages, and thereupon all
rights, privileges, claims and entitlements of the Contractor under or arising out of
this Agreement shall be deemed to have been waived by, and to have ceased with the
concurrence of the Contractor, and this Agreement shall be deemed to have been
terminated by mutual agreement of the Parties along with further levy of the
Liquidated Damages equivalent to the stipulated „Performance Security‟, which shall
be recoverable from contractor‟s pending/future dues with IR in any of the
ongoing/future contracts.
7.1.3 In the event the Contractor fails to provide the Performance Security within 30
(Thirty) days of the issue of LOA as provided in Clause 7.1.1 above, the
Contractor may seek extension of time for a period not exceeding a further 30
(Thirty) days on payment of damages for such extended period equivalent to a sum
calculated at the rate of 0.002% (zero point zero zero two percent) of the Contract
Price for each day of delay until the Performance Security is provided.
7.2 Extension of Performance Security
The Contractor may initially provide the Performance Security for a period

12
It is different from Retention Money.

25
 of [2 (two) years]; provided that it shall procure the extension of the validity of the
Performance Security, as necessary, at least 2 (two) months prior to the date of expiry
thereof. Upon the Contractor providing an extended Performance Security, the
previous Performance Security shall be deemed to be released and the Authority shall
return the same to the Contractor within a period of 7 (seven) business days from the
date of submission of the extended Performance Security.
7.3 Appropriation of Performance Security
7.3.1 Upon occurrence of a Contractor Default, the Authority shall, without prejudice to its
other rights and remedies hereunder or in law, be entitled to encash and appropriate
from the Performance Security the amounts due to it as Damages for the Contractor
Default.
7.3.2 Upon such encashment and appropriation from the Performance Security, the
Contractor shall, within 30 (thirty) days thereof, replenish, in case of partial
appropriation, to its original level the Performance Security, and in case of
appropriation of the entire Performance Security provide a fresh Performance
Security, as the case may be, and the Contractor shall, within the time so granted,
replenish or furnish fresh Performance Security as aforesaid failing which the
Authority shall be entitled to terminate the Agreement in accordance with Article 21.
Upon such replenishment or furnishing of a fresh Performance Security, as the case
may be, the Contractor shall be entitled to an additional Cure Period of 30 (thirty)
days for remedying the Contractor Default, and in the event of the Contractor not
curing its default within such Cure Period, the Authority shall be entitled to encash
and appropriate such Performance Security as Damages, and to terminate this
Agreement in accordance with Article 21.
7.4 Release of Performance Security
The Authority shall release the Performance Security within 60 (sixty) days of the
expiry of the Defects Liability Period or the extended Defects Liability Period, as the
case may be, under this Agreement. Notwithstanding the aforesaid, the Parties agree
that the Authority shall not be obliged to release the Performance Security until all
Defects identified during the Defects Liability Period or the extended Defects
Liability Period, as the case may be, have been rectified.
7.5 Retention Money13
7.5.1 From every payment for Works due to the Contractor in accordance with the
provisions of Clause 17.5, the Authority shall deduct 6% (six per cent) thereof as
guarantee money for performance of the obligations of the Contractor during the
Construction Period (the “Retention Money”) subject to the condition that the
maximum amount of Retention Money shall not exceed 5% (five per cent) of the
Contract Price.
7.5.2 Upon occurrence of a Contractor‟s Default, the Authority shall, without prejudice to
its other rights and remedies hereunder or in law, be entitled to appropriate the
relevant amounts from the Retention Money as Damages for such Contractor‟s
Default.

13
This is different from Performance Security

26
7.5.3 The Contractor may, upon furnishing an irrevocable and unconditional bank
guarantee substantially in the form provided at Annex-II of Schedule-F, require the
Authority to refund the Retention Money deducted by the Authority under the
provisions of Clause 7.5.1. Provided that the refund hereunder shall be made in
tranches of not less than 0.5% (zero point five percent) of the Contract Price. Further,
the Retention money may be deposited as Bank Guarantee, issued by Scheduled
commercial Bank after signing of Contract Agreement, but before payment of first
payment bill. Provided further that validity of Bank Guarantee shall be extended
from time to time depending upon extension of Contract granted.

7.5.4 Within 15 (fifteen) days of the date of issue of the Completion Certificate, the
Authority shall discharge the bank guarantees, if any, furnished by the Contractor
under the provisions of Clause 7.5.3 and refund the balance of Retention Money
remaining with the Authority after adjusting the amounts appropriated under the
provisions of Clause 7.5.2 and the amounts refunded under the provisions of Clause
7.5.3.

7.5.5 The Parties agree that in the event of Termination of this Agreement, the Retention
Money and the bank guarantees specified in this Clause 7.5 shall be treated as if they
are Performance Security and shall be reckoned as such for the purposes of
Termination Payment under Clause 21.6.

7.6 Maintenance Security

7.6.1 Maintenance Security

7.6.1.1 The Contractor shall, for the performance of its obligations hereunder between the
date of completion of Defects Liability Period and the Completion of Maintenance
Period, provide to the Authority, no later than 30 (thirty) days prior to the completion
of Defects Liability Period, an irrevocable and unconditional guarantee from a Bank
for a sum equivalent to 5% of Capital cost of KAVACH equipments substantially in
the form set forth in Schedule-F, Annex-I (the “Maintenance Security”), to be
modified, mutatis mutandis, for this purpose. Until such time the Maintenance
Security is provided by the Contractor pursuant hereto and the same comes into
effect, the Performance Security shall remain in force and effect, and upon such
provision of the Maintenance Security pursuant hereto, the Authority shall release the
Performance Security to the Contractor.

7.6.1.2 Notwithstanding anything to the contrary contained in this Agreement, in the event
Maintenance Security is not provided by the Contractor within the period specified in
Clause 7.6.1.1, such failure shall be deemed to be a Contractor‟s Default and the
Authority shall be entitled to encash the Performance Security and appropriate the
proceeds thereof as Damages, in accordance with the provisions of Clause 7.4.

7.6.2 Appropriation of Maintenance Security

Upon occurrence of a Contractor Default, the Authority shall, without prejudice to its
other rights and remedies hereunder or in law, be entitled to encash and appropriate
the Maintenance Security as Damages for such Contractor Default and to terminate
this Agreement in accordance with Article 21.

27
7.6.3 Release of Maintenance Security
Subject to the Contractor not being in default under this Agreement, the Authority
shall, no later than 30 (thirty) days from the Date of Completion of Maintenance
Period, release the Maintenance Security.

7.6.4 The Parties expressly agree that the Contractor may furnish Maintenance Security
valid for 2 (two) years at a time; provided that the Contractor shall, 2 (two) months
prior to the expiry of such Maintenance Security, submit a new Maintenance
Security valid for a further period of 2 (two) years and repeat the process hereunder
until expiry of the Maintenance Period

28
 ARTICLE 8
RIGHT OF WAY

8.1 The Site

The site of the Railway Project (the “Site”) shall comprise the site described in
Schedule-A in respect of which the Right of Way shall be provided by the Authority
to the Contractor. The Authority shall be responsible for:

(a) acquiring and providing Right of Way on the Site in accordance with the
[alignment plan, Longitudinal section, Yard Plans/ESP and electrification
sectioning diagram] finalised by the Authority and attached with this
document, free from all encroachments and encumbrances, and free access
thereto for the execution of this Agreement;

[This Right of Way will not include completely free access to locations where
working may affect safety of train traffic (i.e. relay room, locations boxes etc). In
such cases, right of work will be arranged by the Authority Engineer on written
request made by contractor at least 7 days in advance, if such request is
reasonable.]

(b) obtaining environmental clearance and forest clearance for the Railway Project.

8.2 Handing over of the Project Site

8.2.1 The Authority Representative and the Contractor shall, within 15 (fifteen) days of
providing the Performance Security by the Contractor in accordance with the
provisions of Clause 7.1, jointly inspect the Site and prepare a joint memorandum
containing an inventory of the Site including the vacant and unencumbered land,
buildings, structures, road/ railway works, trees and any other immovable property on
or attached to the Site. Subject to the provisions of Clause 8.2.3, such memorandum
shall have appended thereto an Appendix (the “Appendix”) specifying in reasonable
detail those parts of the Site to which vacant access and Right of Way has not been
given to the Contractor. Signing of the memorandum, in 2 (two) counterparts (each of
which shall constitute an original), by the authorised representatives of the Parties
shall be deemed to constitute a valid evidence of handing over of the Right of Way to
the Contractor for discharging its obligations under and in accordance with the
provisions of this Agreement and for no other purpose whatsoever.

For the avoidance of doubt, the Parties agree that subject to the provisions of Clauses
8.2.2 and 8.2.3, whenever the Authority is ready to provide Right of Way for any part
or parts of the Site included in the “Appendix”, it shall by notice inform the
Contractor, of the proposed date and time when the Authority Representative and the
Contractor shall inspect the specified parts of the Site, and prepare a memorandum
which shall be deemed to constitute a valid evidence of handing over of such Right of
Way to the Contractor in accordance with the provisions of this Clause 8.2.1.

8.2.2 Notwithstanding anything to the contrary contained in this Clause 8.2, the Authority
shall specify the parts of the Site, if any, for which Right of Way shall be provided to

29
 the Contractor on the dates specified in Schedule-A. Such parts shall also be included
in the Appendix prepared in pursuance of Clause 8.2.1. For the avoidance of doubt,
the Parties expressly agree that the Appendix shall in no event contain Sections of the
Railway Project the cumulative length of which exceeds 5% (Five per cent) of the
core land length and 10% (Ten percent ) of the non-core land length of the Railway
Project.

8.2.3 The Authority shall provide the Right of Way to the Contractor, in respect of the land
included in the Appendix, by the date specified in Schedule-A for each part of the
Site referred to therein, but in no case later than 180 (one hundred and eighty) days of
the Appointed Date, and in the event of delay for any reason other than Force
Majeure or breach of this Agreement by the Contractor, it shall pay to the Contractor,
Damages in a sum calculated in accordance with Clause 8.3.

8.3 Damages for delay in handing over the Site

8.3.1 In the event the Right of Way to any part of the Site is not provided by the Authority
on or before the date(s) specified in Clause 8.2 for any reason other than Force
Majeure or breach of this Agreement by the Contractor, the Authority shall pay
Damages to the Contractor in a sum calculated in accordance with the following
formula for and in respect of those parts of the core land to which the Right of Way
has not been provided:

In the event that any Damages are due and payable to the Contractor under the
provisions of this Clause 8.3.1 for delay in providing the Right of Way, the
Contractor shall, subject to the provisions of Clause 10.4, be entitled to Time
Extension equal to the period for which the Damages have become due and payable
under this Clause 8.3.1, save and except that:

(a) if any delays involve time overlaps, the overlaps shall not be additive; and

(b) such Time Extension shall be restricted only to the Works which are affected
by the delay in providing the Right of Way.

For the avoidance of doubt, the Parties expressly agree that the Damages specified
hereunder and the Time Extension specified in Clause 10.4 shall be restricted only to
failure of the Authority to provide the Right of Way for and in respect of the width of
the Site required for Works in accordance with the Good Industry Practice.

8.3.2 Notwithstanding anything to the contrary contained in this Agreement, the Contractor
expressly agrees that Works on all parts of the Site for which Right of Way is granted
within 180 (one hundred and eighty) days of the Appointed Date, or with respect to
the parts of the Site provided in Schedule-A, no later than the date(s) specified
therein, as the case may be, shall be completed before the Scheduled Completion
Date and shall not qualify for any Time Extension under the provisions of Clause
8.3.1.

8.3.3 Notwithstanding anything to the contrary contained in this Agreement, the Authority
may at any time withdraw any part of the Right of Way and the Works forming part

30
 of this Agreement, subject to such Works not exceeding an aggregate value, such
value to be determined in accordance with Schedule-G, equal to 5% (five per cent) of
the Contract Price.

Provided that if Right of Way has not been provided within 240 (two hundred and
forty) days of the Appointed Date, for commencing construction on any part of the
Site included in the Appendix, the affected Works shall be deemed to be withdrawn
under the provisions of this Clause 8.3.3 unless the Parties agree to the contrary, and
such Works shall not be computed for the purposes of the aforesaid ceiling of 5%
(five per cent) of the Contract Price hereunder. For the avoidance of doubt, the
Parties agree that such deemed withdrawal of Works hereunder shall be without
prejudice to the Contractor‟s entitlement to Damages under Clauses 4.1.4, 8.3 and
9.2.

8.3.4 In the event of withdrawal of Works under Clause 8.3.3, including deemed
withdrawal of Works, the Contract Price shall be reduced by an amount equal to 95%
(ninety five per cent) of the value of the Works withdrawn and the Contractor shall
not be entitled to any other compensation or Damages for the withdrawal of Works,
including their deemed withdrawal, save and except for Damages as provided under
Clause 4.3.

Provided that if any Works are withdrawn after commencement of the Construction
of such Works, the Authority shall pay to the Contractor 100% (one hundred) of the
fair value of the work done, as assessed by the Authority Engineer:

8.4 Site to be free from Eencumbrances

Subject to the provisions of Clause 8.2, the Site shall be made available by the
Authority to the Contractor pursuant hereto free from all Encumbrances and
occupations and without the Contractor being required to make any payment to the
Authority on account of any costs, compensation, expenses and charges for the
acquisition and use of such Site for the duration of the Project Completion Schedule.
For the avoidance of doubt, it is agreed that the existing rights of way, easements,
privileges, liberties and appurtenances to the Site shall not be deemed to be
Encumbrances. It is further agreed that, unless otherwise specified in this Agreement,
the Contractor accepts and undertakes to bear any and all risks arising out of the
inadequacy or physical condition of the Site.

8.5 Protection of Site from encroachments

On and after signing the memorandum and/or subsequent memorandum referred to in

Clause 8.2.1, and until the issue of the Provisional Certificate, the Contractor shall
maintain a round-the-clock vigil over the Site and shall ensure and procure that no
encroachment thereon takes place. During the Construction Period, the Contractor
shall protect the Site from any and all occupations, encroachments or Encumbrances,
and shall not place or create nor permit any Sub-contractor or other person claiming
through or under the Agreement to place or create any Encumbrance or security
interest over all or any part of the Site or the Project Assets, or on any rights of the
Contractor therein or under this Agreement, save and except as otherwise expressly
set forth in this Agreement. In the event of any encroachment or occupation on any

31
 part of the Site, the Contractor shall report such encroachment or occupation
forthwith to the Authority and undertake its removal at its own cost and expenses.

8.6 Special/temporary Right of Way

The Contractor shall bear all costs and charges for any special or temporary right of
way required by it in connection with access to the Site. The Contractor shall obtain
at its cost such facilities on or outside the Site as may be required by it for the
purposes of the Railway Project and the performance of its obligations under this
Agreement.

8.7 Access to the Authority and the Authority Engineer

8.7.1 The Right of Way given to the Contractor hereunder shall always be subject to the
right of access of the Authority and the Authority Engineer and their employees and
agents for inspection, viewing and exercise of their rights and performance of their
obligations under this Agreement.

8.7.2 The Contractor shall ensure, subject to all relevant safety procedures, that the
Authority has unrestricted access to the Site during any Emergency.

8.8 Geological and archaeological finds

It is expressly agreed that mining, geological or archaeological rights do not form

part of this Agreement with the Contractor for the Works, and the Contractor hereby
acknowledges that it shall not have any mining rights or interest in the underlying
minerals, fossils, antiquities, structures or other remnants or things either of particular
geological or archaeological interest and that such rights, interest and property on or
under the Site shall vest in and belong to the Authority or the concerned Government
Instrumentality. The Contractor shall take all reasonable precautions to prevent its
workmen or any other person from removing or damaging such interest or property
and shall inform the Authority forthwith of the discovery thereof and comply with
such instructions as the Authority or the concerned Government Instrumentality may
reasonably give for the removal of such property. For the avoidance of doubt, it is
agreed that any reasonable expenses incurred by the Contractor hereunder shall be
reimbursed by the Authority. It is also agreed that the Authority shall procure that the
instructions hereunder are issued by the concerned Government Instrumentality
within a reasonable period.

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 ARTICLE 9
UTILITIES AND TREES

9.1 Existing utilities and roads

Notwithstanding anything to the contrary contained herein, the Contractor shall

ensure that the respective entities owning the existing roads, right of way, level
crossings, structures, or utilities on, under or above the Site are enabled by it to keep
them in continuous satisfactory use, if necessary, by providing suitable temporary
diversions with the authority of the controlling body of that road, right of way or
utility.

9.2 Shifting of obstructing utilities

9.2.1 The Contractor shall, in accordance with Applicable Laws and with the proactive
support & assistance of the Authority, cause shifting of any utility (including electric
lines, water pipes and telephone cables) to an appropriate location or alignment, if
such utility or obstruction adversely affects/ infringes the execution of Works in
accordance with this Agreement. The actual cost of shifting/relocation of such
utilities, as approved and communicated/demanded by the entity owning such utility,
shall be paid by the Authority directly to the entity. In the event of any delay in such
shifting by the entity owning the utility beyond a period of 180 (one hundred and
eighty) days from the date of notice by the Contractor to the entity owning the utility
and to the Authority, the Contractor shall be entitled to Damages in a sum calculated
in accordance with the formula specified in Clause 8.3.1 for the period of delay, and
to Time Extension in accordance with Clause 10.4 for and in respect of the part(s) of
the Works affected by such delay; provided that if the delays involve any time
overlaps, the overlaps shall not be additive.

9.2.2 For the existing utilities owned by Railways, where the shifting thereof can take place
only after certain works for enabling its shifting have been completed by the
Contractor, the Authority shall, undertake and complete its shifting within 180 (one
hundred and eighty) days after the Contractor has notified the Authority of the
completion of the enabling works. In the event of delay in shifting the utility, beyond
the aforesaid period of 180 (one hundred and eighty) days, the Contractor shall be
entitled to Damages for the period of delay in accordance with the provisions of this
Clause 9.2.1.

9.2.3 The utilities which are not to be diverted, proper supporting shall be done to prevent
any damage. No payment shall however be made for supporting and protecting the
utilities during execution of the work. All temporary diversion of any utilities done to
facilitate the constnruction activity shall be the part of the schedule G.

9.3 New utilities

9.3.1 The Contractor shall allow, subject to such conditions as the Authority may specify,
access to, and use of the Site for laying telephone lines, water pipes, electric cables or
other public utilities. Where such access or use causes any financial loss to the
Contractor, it may require the user of the Site to pay compensation or damages as per
Applicable Laws. For the avoidance of doubt, it is agreed that use of the Site under

33
 this Clause 9.3 shall not in any manner relieve the Contractor of its obligation to
construct and maintain the Railway Project in accordance with this Agreement and
any damage caused by such use shall be restored forthwith at the cost of the
Authority.

9.3.2 In the event the construction of any Works is affected by a new utility or works
undertaken in accordance with this Clause 9.3, the Contractor shall be entitled to a
reasonable Time Extension in accordance with Clause 10.4 for and in respect of the
part(s) of the Works affected by such delay; provided that if the delays involve any
time overlaps, the overlaps shall not be additive.

9.4 Felling of trees

The Authority shall obtain the Applicable Permits for felling of trees to be identified
by the Authority for this purpose if and only if such trees cause a Material Adverse
Effect on the construction of the Railway Project. The cost of such felling and of the
compensatory plantation of trees, if any, shall be borne by the Authority. In the event
of any delay in felling thereof for reasons beyond the control of the Contractor; it
shall be excused for failure to perform any part of its obligations hereunder if such
failure is a direct consequence of delay in the felling of trees. The Parties hereto agree
that the felled trees shall be deemed to be owned by the Authority and shall be
disposed in such manner and subject to such conditions as the Authority may in its
sole discretion deem appropriate. For the avoidance of doubt, the Parties agree that if
any felling of trees hereunder is in a forest area, the Applicable Permit thereof shall
be procured by the Authority within the time specified in the Agreement; and for any
period of delay in providing the Applicable Permits, the Contractor shall be entitled
to Damages and Time Extension as provided under Clause 9.2.1.

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 ARTICLE 10
DESIGN AND CONSTRUCTION OF THE RAILWAY PROJECT

10.1 Obligations prior to commencement of Works

10.1.1 Within 20 (twenty) days of the Appointed Date, the Contractor shall:

(a) appoint its representative, duly authorised to deal with the Authority in
respect of all matters under or arising out of or relating to this Agreement;

(b) appoint a design director (the “Design Director”) who will head the
Contractor‟s design unit and shall be responsible for surveys, investigations,
collection of data, and preparation of preliminary and detailed designs;

(c) undertake and perform all such acts, deeds and things as may be necessary or
required before commencement of Works under and in accordance with this
Agreement, Applicable Laws and Applicable Permits; and

(d) make its own arrangements for quarrying and procurement of materials
needed for the Railway Project under and in accordance with Applicable
Laws and Applicable Permits.

10.1.2 The Authority shall, within 15 (fifteen) days of the date of this Agreement, appoint an
engineer (the “Authority Engineer”) to discharge the functions and duties specified
in this Agreement, and shall notify to the Contractor the name, address and the date
of appointment of the Authority Engineer forthwith.

10.1.3 Within 30 (thirty) days of the Appointed Date, the Contractor shall submit to the
Authority and the Authority Engineer a programme/CPM Charts & Bar Charts (the
“Programme”) for construction of Works, developed using networking techniques
and giving the following details:

Part I Contractor‟s organisation for the Project, the project execution plan indicating
arrangements for design and construction i.e. engagement of design
consultants, project phasing and sub-contracting etc., environmental
management plan, Quality Assurance Plan including design quality plan,
traffic management and safety plan covering safety of users and workers
during construction, Contractor‟s key personnel, and equipment.

Part II Programme for completion of all stages of construction given in Schedule-G

and Project Milestones of the Works as specified in Project Completion
Schedule set forth in Schedule-I. The Programme shall include:

(a) the order in which the Contractor intends to carry out the Works,
including the anticipated timing of design and stages of Works;

(b) the periods for reviews under Clause 10.2; and

(c) the sequence and timing of inspections and tests specified in this
Agreement.

35
 The Contractor shall submit a revised programme whenever the previous programme
is inconsistent with the actual progress or with the Contractor‟s obligations.

Part III Monthly cash flow forecast for the Project

Provided, however, that the Authority may, within a period of 21 (twenty one)days of
receipt of the Programme, convey its comments to the Contractor stating the
modifications, if any, required for compliance with the provisions of this Agreement,
and the Contractor shall carry out such modifications, to the extent required for
conforming with the provisions of this Agreement.

10.1.4 The Contractor shall plan the project work by keeping Schedule-G into consideration
in order to maximise the cash flow and progress. However the Authority Engineer
may modify/break up any of the the stage payment schedule (payment milestones)
during execution if the same is considered essential to speed up the progress or if the
contractor is not able to achieve a particular payment milestone due to the
reasons/delays attributable to the Authority or due to the factors beyond the control of
Contractor or to any unforeseen circumstances.

10.1.5 Procurement of items should be planned by the Contractor in consultation with the
Authority Engineer. Procurement plan should be prepared in such a manner that those
materials which have limited shelf life may be procured in a staggered manner so that
materials are utilised/consumed well before its expiry. If the material/product does
not remain of required specifications at the time of its actual use, the same will be
replaced by the Contractor with materials confirming to Specifications at his own
cost.

10.2 Design and Drawings

10.2.1 Design and Drawings shall be developed in conformity with the Specifications and
Standards set forth in Schedule-D. In the event, the Contractor requires any relaxation
in design standards due to restricted Right of Way in any section or unforeseen
issues, the alternative design criteria for such section shall be provided for
review/approval of the Authority Engineer.

10.2.2 The Contractor shall appoint a proof checking consultant at its cost (the “Proof
Consultant”). Contractor shall submit the panel of 3 names within 30 days of
Appointed date to the Authority Engineer. After proposing to the Authority a panel of
3 (three) names of qualified, reputed and experienced firms and Authority will select
one Proof Consultant from the above panel, provided, however, that if none of the
name proposed in the panel is acceptable to the Authority and the reasons for the
same are furnished to the Contractor, the Contactor shall propose to the Authority a
revised panel of 3 (three) more names for obtaining the consent of the Authority. The
Contractor shall also obtain the consent of the Authority for two key personnel of the
Proof Consultant who shall have adequate experience and qualifications with respect
to the main components of the Railway Project. The Authority shall, within 30
(thirty) days of receiving a panel from the Contractor, either convey its decision with
reasons, to the Contractor, and if no such decision is conveyed within the said period,
the Contractor may proceed with engaging of the Proof Consultant of its own choice.
For the avoidance of doubt, the Parties agree that no firm or person having any
conflict of interest shall be engaged for this purpose. The Parties further agree that

36
 any assignments completed at least three years prior to the appointment hereunder
shall not be reckoned for the purposes of conflict of interest.

10.2.3 The Proof Consultant shall:

(a) evolve a systems approach with the Design Director so as to minimise the
time required for approval of final designs and construction drawings; and

(b) examine the designs expeditiously and wherever necessary raise

observations/ seek clarifications etc. as deemed appropriate and refer back
the drawings within 15 days for rectifications/clarifications, and finally
proof check and endorse/counter-sign the detailed calculations, drawings
and designs, which have been approved by the Design Director.

10.2.4 In respect of the route control chart, the following shall apply:

(a) route control chart

(i) The Contractor shall prepare and submit to the Authority Engineer all
route control charts conforming to the SIPs as mentioned in Schedule-
I.

(ii) The Authority Engineer shall review the route control chart within two
weeks and submit it with its comments to the Authority for its
approval; and

(iii) The Authority shall communicate the route control chart as approved
by it within a period not exceeding 1(one) month from the date of
submission of the route control chart by the Contractor. Such period of
two months shall exclude any time that is taken by the Contractor in
providing clarifications or modifications in response to any
communication from the Authority.

10.2.5 In the event of delay by the Contractor in submitting route control chart, as the case
may be, within the period specified in Clause 10.2.4 for any reason other than Force
Majeure or the delay attributable to the Authority, the Contractor shall pay Damages
to the Authority in a sum equal to 0.001% (zero point zero zero one percent) of the
Contract Price for each day of delay.

10.2.6 In the event of delay by the Authority in providing to the Contractor the approved
route control chart, within the period specified in Clause 10.2.4 for any reason other
than Force Majeure or breach of this Agreement by the Contractor, the Authority
shall pay Damages to the Contractor in a sum equal to 0.001% (zero point zero zero
one percent) of the Contract Price for each day of delay, and shall also grant Time
Extension in accordance with the provisions of Clause 10.4.

10.2.7 In regard to Contractor‟s obligations with respect to the design and Drawings of the
Railway Project as set forth in Schedule-H, the following shall apply:

(a) The Contractor shall prepare and submit, with reasonable promptness and in
such sequence as is consistent with the Project Completion Schedule, 3 (three)
copies each of the design and necessary Drawings, duly approved/signed by

37
 the Design Director and certified/signed by the Proof Consultant, to the
Authority Engineer for review. Provided, however, that in respect of Important
Bridges, Major Bridges, Structures, railway stations and yards, the Authority
Engineer may require additional drawings for its review in accordance with
Good Industry Practice;

(b) by submitting the Drawings for review to the Authority Engineer, the
Contractor shall be deemed to have represented that it has determined and
verified that the design and Drawings are in conformity with stipulated
Specifications and Standards, the Applicable Laws, statutory stipulations and
Good Industry Practice;

(c) within 21 (twenty one) days of the receipt of the Drawings, the Authority
Engineer shall review the same and convey its observations to the Contractor
with particular reference to their conformity or otherwise with the Scope of the
Project and the Specifications and Standards. Beyond the said period of 21
(twenty one) days, the Contractor shall not be obliged to await the
observations of the Authority Engineer on the Drawings submitted pursuant
hereto and may begin or continue Works at its own discretion and risk;
Provided, however, that in case of Important Bridges, Major Bridges,
Structures, interlocking and telecom switching equipment and any other
specified item the aforesaid period of 21 (twenty one) days may be extended as
per the time limit as indicated in Annexure-II of Schedule-D;

(d) if the aforesaid observations of the Authority Engineer indicate that the
Drawings are not in conformity with the Scope of the Project or the
Specifications and Standards, such Drawings shall be revised by the Contractor
in conformity with the provisions of this Agreement and resubmitted to the
Authority Engineer for review. The Authority Engineer shall give its
observations, if any, within 10 (ten) days of receipt of the revised Drawings. In
the event the Contractor fails to revise and resubmit such Drawings to the
Authority Engineer for review as aforesaid, the Authority Engineer may cause
the payment for the affected works to be withheld under and in accordance
with the provisions of Clause 17.5.4. If the Contractor disputes any decision,
direction or determination of the Authority Engineer hereunder, the Dispute
shall be resolved in accordance with the Dispute Resolution Procedure;

(e) no review and/or observation of the Authority Engineer and/or its failure to
review and/or convey its observations on any Drawings shall relieve the
Contractor of its obligations and liabilities under this Agreement in any manner
nor shall the Authority Engineer or the Authority be liable for the same in any
manner; and if errors, omissions, ambiguities, inconsistencies, inadequacies or
other Defects are found in the Drawings, they shall, along with the affected
Works, be corrected at the Contractor's cost, notwithstanding any review under
this Article 10;

(f) the Contractor shall be responsible for delays in submitting the Drawings, as set
forth in Schedule-H, caused by reason of delays in surveys and field
investigations, and shall not be entitled to seek any relief in respect thereof
from the Authority; and

38
 (g) the Contractor warrants that its designers, including any third parties engaged
by it, shall have the required experience and capability in accordance with
Good Industry Practice and it shall indemnify the Authority against any
damage, expense, liability, loss or claim, which the Authority might incur,
sustain or be subject to arising from any breach of the Contractor‟s design
responsibility and/or warranty as set out in this Clause.

10.2.8 Any cost or delay in construction arising from the review by the Authority Engineer
shall be borne by the Contractor.

10.2.9 Works shall be executed in accordance with the Drawings provided by the Contractor
in accordance with the provisions of this Clause 10.2 and the observations of the
Authority Engineer thereon as communicated pursuant to the provisions of Clause
10.2.7. Such Drawings shall not be amended or altered without prior written notice to
the Authority Engineer. If a Party becomes aware of an error or defect of a technical
nature in the design or Drawings, that Party shall promptly give notice to the other
Party of such error or defect.

10.2.10 Within 90 (ninety) days of the Project Completion Date, the Contractor shall furnish
to the Authority and the Authority Engineer a complete set of as-built Drawings, in 2
(two) hard copies and in its editable digital format or in such other medium or
manner as may be acceptable to the Authority, including an as-built survey
illustrating the layout of the Railway Project and setback lines, if any, of the
buildings and structures forming part of Project Facilities, and shall hand them over
to the Authority against receipt thereof.

10.2.11 The Contractor shall also appoint a safety consultant (the “Safety Consultant”) ,
contractor shall submit the panel within 30 days of Appointed date to Authority
Engineer, after proposing to the Authority a panel of 3 (three) names of qualified and
experienced consultants having minimum 10 years experience in ensuring safety at
work site from whom the Authority may choose 1 (one) to be the Safety Consultant.
Provided, however, that if the panel is not acceptable to the Authority and the reasons
for the same are furnished to the Contractor, the Contractor shall propose to the
Authority a revised panel of 3 (three) names for obtaining the consent of the
Authority. The Contractor shall also obtain the consent of the Authority for additional
two key personnel of the Safety Consultant who shall have at least 5 years
experience in ensuring safety at work site. The Authority shall, within 15 (fifteen)
days of receiving a proposal from the Contractor hereunder, convey its decision, with
reasons, to the Contractor, and if no such decision is conveyed within the said period,
the Contractor may proceed with engaging of the Safety Consultant. The Safety
Consultant shall:

(a) evolve a system approach for undertaking a safety audit of the Railway
Project during construction phase ; and

(b) proof check the detailed safety plan covering all aspects of including safety of
Users, workers and equipment.

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10.3 Construction of the Railway Project

10.3.1 The Contractor shall construct the Railway Project as specified in Schedule-B and
Schedule-C, and in conformity with the Specifications and Standards set forth in
Schedule-D. The Contractor shall be responsible for the correct positioning of all
parts of the Works, and shall rectify any error in the positions, levels, dimensions or
alignment of the Works. For works involving existing yards, the non-interlocking
programme for each yard shall be drawn by the Authority Engineer and provided to
the Contractor. The Contractor and the Authority Engineer, within a period of 30
days, will discuss the same and issue a jointly agreed NI programme. The execution
of work during the non-interlocking period will be the responsibility of the
Contractor. The work during non-interlocking period in yards will be executed
directly under the supervision of Railways, however, the timely completion of NI
working will be the responsibility of the Contractor. The 600th (Six hundredth ) day
from the Appointed Date shall be the scheduled completion date (the “Scheduled
Completion Date”) and the Contractor agrees and undertakes that the construction
shall be completed on or before the Scheduled Completion Date, including any
extension thereof, in which case the Scheduled Completion Date will be the extended
date as per the time extension granted.

10.3.2 The Contractor shall construct the Railway Project in accordance with the Project
Completion Schedule set forth in Schedule-I. In the event that the Contractor fails to
achieve any Project Milestone or the Scheduled Completion Date within a period of
30 (thirty) days from the date set forth in Schedule-I, unless such failure has occurred
due to Force Majeure or for reasons attributable to the Authority, it shall pay
Damages to the Authority in a sum calculated at the rate of 0.05% (zero point zero
five per cent) of the Contract Price for delay of each day reckoned from the date
specified in Schedule - I and until such Project Milestone is achieved or the Works
are completed; provided that if the period for any or all Project Milestones or the
Scheduled Completion Date is extended in accordance with the provisions of this
Agreement, the dates set forth in Schedule-I shall be deemed to be modified
accordingly and the provisions of this Agreement shall apply as if Schedule-I has
been amended as above; provided further that in the event the Works are completed
within or before the Scheduled Completion Date including any Time Extension, the
Damages paid under this Clause 10.3.2 shall be refunded by the Authority to the
Contractor, but without any interest thereon. For the avoidance of doubt, it is agreed
that recovery of Damages under this Clause 10.3.2 shall be without prejudice to the
rights of the Authority under this Agreement including the right of Termination
thereof. The Parties further agree that Time Extension hereunder shall only be
reckoned for and in respect of the affected Works as specified in Clause 10.4.2.

10.3.3 The Authority shall notify the Contractor of its decision to impose Damages in
pursuance of the provisions of this Clause 10.3. Provided, however, that no deduction
on account of Damages shall be effected by the Authority without taking into
consideration the representation, if any, made by the Contractor within 20 (twenty)
days of such notice. The Parties expressly agree that the total amount of Damages
under Clause 10.3.2 shall not exceed 10% (ten percent) of the Contract Price.

10.3.4 Certain works, which are executed in the vicinity of running track, may require prior
sanction of Commissioner of Railway Safety (CRS) / PCSTE sanction and Electrical
Inspector to the Government (EIG) before execution of such works are taken up by

40
 the Contractor. Authority Engineer will advise such works to the Contractor. The
Contractor shall be responsible to prepare and submit applications to Authority
Engineer for obtaining sanction of CRS/ PCSTE at least 60 (sixty) days in advance
of commencing a work that requires prior sanction of CRS/ PCSTE.

10.4 Extension of time for completion

10.4.1 Without prejudice to any other provision of this Agreement for and in respect of
extension of time, the Contractor shall be entitled to extension of time in the Project
Completion Schedule (the “Time Extension”) to the extent that completion of any
Project Milestone is or will be delayed by any of the following, namely:
(a) delay in providing the Right of Way, [approval of GAD by road / canal
authorities,] environmental/ forest clearances, or [signalling interlocking plan]
and route control chart in accordance with the provisions of this Agreement;
(b) Change of Scope, unless an adjustment to the Scheduled Completion Date has
been agreed under Article 13;
(c) occurrence of a Force Majeure Event;
(d) any delay, impediment or prevention caused by or attributable to the
Authority, the Authority‟s personnel or the Authority‟s other contractors on
the Site; and
(e) any other cause or delay which entitles the Contractor to Time Extension in
accordance with the provisions of this Agreement.
10.4.2 The Contractor shall, no later than 30 (thirty) business days from the occurrence of an
event or circumstance specified in Clause 10.4.1, inform the Authority Engineer by
notice in writing, with a copy to the Authority, stating in reasonable detail with
supporting particulars, the event or circumstances giving rise to the claim for Time
Extension in accordance with the provisions of this Agreement. Provided that the
period of 15 (fifteen) business days shall be calculated from the date on which the
Contractor became aware, or should have become aware, of the occurrence of such
an event or circumstance.

Provided further that notwithstanding anything to the contrary contained in this

Agreement, Time Extension shall be due and applicable only for the Works which are
affected by the aforesaid events or circumstances and shall not in any manner affect
the Project Completion Schedule for and in respect of the Works which are not
affected thereby.

10.4.3 In the event of the failure of the Contractor to issue to the Authority Engineer a notice
in accordance with the provisions of Clause 10.4.2 within the time specified therein,
the Contractor shall not be entitled to any Time Extension and shall forfeit its right
for any such claims in future. For the avoidance of doubt, in the event of failure of
the Contractor to issue notice as specified in this Clause 10.4.3, the Authority shall be
discharged from all liability in connection with the claim.

10.4.4 The Authority Engineer shall, on receipt of a claim in accordance with the provisions
of Clause 10.4.2, examine the claim expeditiously within the time frame specified
herein. In the event the Authority Engineer requires any clarifications to examine the
claim, the Authority Engineer shall seek the same within 15 (fifteen) days from the

41
 date of receiving the claim. The Contractor shall, on the receipt of the communication
of the Authority Engineer requesting for clarification, furnish the same to the
Authority Engineer within 10 (ten) days thereof. The Authority Engineer shall, within
a period of 30 (thirty) days from the date of receipt of such clarifications, forward in
writing to the Contractor its determination of Time Extension. For the avoidance of
doubt, the Parties agree that the Authority Engineer shall, in accordance with the
provisions of this Agreement, notify the Contractor of the aforesaid Time Extension
no later than 30 (thirty) days from the date of receipt of the Contractor‟s claim for
Time Extension or the date of receipt of the clarification from the Contractor, as the
case may be.

Provided that when determining each extension of time under this Clause 10.4, the
Authority Engineer shall review previous determinations and may increase, but shall
not decrease, the total Time Extension.

10.4.5 If the event or circumstance giving rise to the notice has a continuing effect:

(a) the detailed claim shall be considered as interim;

(b) the Contractor shall, no later than 10 (ten) days after the close of each month,
send further interim claims specifying the accumulated delay, the extension of
time claimed, and such further particulars as the Authority Engineer may
reasonably require; and

(c) the Contractor shall send a final claim within 30 (thirty) days after the effect
of the event or the circumstance ceases.

Upon receipt of the claim hereunder, the Authority Engineer shall examine and
determine the same in accordance with the provisions of Clause 10.4.4 within a
period of 30 (thirty) days of the receipt thereof.

10.5 Incomplete Works

In the event the Contractor fails to complete the Works in accordance with the Project
Completion Schedule, including any Time Extension granted under this Agreement,
the Contractor shall endeavour to complete the balance work expeditiously and shall
pay Damages to the Authority in accordance with the provisions of Clause 10.3.2 for
delay of each day until the Works are completed in accordance with the provisions of
this Agreement. Recovery of Damages under this Clause shall be without prejudice to
the rights of the Authority under this Agreement including the right to termination
under Clause 21.1.
10.6 Equipment specific Maintenance Manual
No later than 90 (ninety) days prior to the Project Completion Date, the Contractor
shall, in consultation with the Authority Engineer, evolve an equipment specific
maintenance manual for equipment based on a new technology not currently in use in
the Railways (the “Maintenance Manual”) for the regular operation and
maintenance of such equipment in conformity with safety requirements, Good
Industry Practice and manufacturer‟s manuals and instructions and shall provide 10
(ten) hard copies and 2 (two) compact discs thereof to the Authority Engineer.

42
 ARTICLE 11
QUALITY ASSURANCE, MONITORING AND SUPERVISION

11.1 Quality of Materials and workmanship

11.1.1 The Contractor shall ensure that the Construction, Materials and workmanship are in
accordance with the requirements specified in this Agreement, Specifications and
Standards and Good Industry Practice.

11.1.2 The Contractor warrants that all Materials shall be new, unused, not reconditioned and
in conformity with Specification and Standards, Applicable Laws and Good Industry
Practice, and that the Contractor shall not use any materials which are generally
recognised as being deleterious under Good Industry Practice.

11.2 Quality control system

11.2.1 The Contractor shall establish a Quality Control Mechanism, Quality Assurance Plan
(the “Quality Assurance Plan”or“QAP”), Material Testing Plan (the “Material
Testing Plan”or“MTP”) and Method Statements for execution of works (the
“Method Statements ”or“MS”) in consultation of Authority Engineer.

11.2.2 The Contractor shall, within 30 (thirty) days of the Appointed Date, submit to the
Authority Engineer its Quality Control Mechanism, QAP, MTP and MS which shall
include the following:

(a) organisation, duties and responsibilities, procedures, inspections and

documentation;

(b) quality control mechanism including sampling and testing of Materials, tests
required during the execution of works and frequencies by Contractor and
Authority Engineer, standards, acceptance criteria, testing facilities, reporting,
recording and interpretation of test results, approvals, check list for site
activities, and proforma for testing and calibration in accordance with the
Specifications and Standards and Good Industry Practice; and

(c) internal quality audit system. The Contractor shall carry out internal audits of
the Quality management System regulatory, and at least once every 6 months.
The Contractor shall submit to the Engineer a report listing the results of each
internal audit within 7 days of completion. Each report shall include, where
appropriate, the proposed measures to improve and/or rectify the Quality
Management System and/or its implementation.

The Authority Engineer shall convey its comments to the Contractor within a period
of 21 (twenty-one) days of receipt of the QAP stating the modifications, if any,
required, and the Contractor shall incorporate those in the QAP to the extent required
for conforming with the provisions of this Clause 11.2.

43
11.2.3 The Contractor shall procure all documents, apparatus and instruments, fuel,
consumables, water, electricity, labour, Materials, samples, and qualified personnel
as are necessary for examining and testing the Project Assets, Materials and
workmanship in accordance with the Quality Assurance Plan.

11.2.4 The cost of testing of Construction, Materials and workmanship under this Article 11
shall be borne by the Contractor.

11.3 Methodology

The Contractor shall, at least 15 (fifteen) days prior to the commencement of any
construction activity, submit to the Authority Engineer for review the Method
Statement proposed to be adopted for executing the Work, giving details of
inspection checklist, quality parameters, equipment to be deployed, traffic
management and measures for ensuring safety. The Authority Engineer shall
complete the review and convey its comments, if any, to the Contractor within a
period of 10 (ten) days from the date of receipt of the proposed method statement
from the Contractor. The Contractor shall revise the method statements by
incorporating these comments or else will advise the Authority Engineer reasons for
not/partially including the same.

11.4 Inspection and technical audit by the Authority

The Authority or any representative authorised by the Authority in this behalf may
inspect and review the progress and quality of the construction of Works and issue
appropriate directions to the Authority Engineer and the Contractor for taking
remedial action in the event the Works are not in accordance with the provisions of
this Agreement.

11.5 External technical audit

At any time during construction and maintenance period, the Authority may appoint
an external technical auditor to conduct an audit of the quality of the Works. The
finding of the audit, to the extent accepted by the Authority, shall be notified to the
Contractor and the Authority Engineer for taking remedial action in accordance with
this Agreement. The contractor shall provide all assistance as may be required by the
auditor in the conduct of its audit hereunder. Notwithstanding anything contained in
this Clause 11.5, the external technical audit shall not affect any obligations of the
Contractor or Authority Engineer under this agreement.

11.6 Inspection of construction records

The Authority shall have the right to inspect the records of the Contractor relating to
the Works.

11.7 Monthly progress reports

During the Construction Period, the Contractor shall, no later than 10 (ten) days after
the close of each month, furnish to the Authority and the Authority Engineer a
monthly report on the progress of Works and shall promptly give such other relevant

44
 information as may be required by the Authority Engineer along with all resources
deployed and all problems faced during work.

11.8 Inspection

11.8.1 The Authority Engineer and its authorised representative shall at all times:

(a) have full access to all parts of the Site and to all places from which natural
Materials are being obtained for use in the Works; and

(b) during production, manufacture and construction at the Site and at the place
of production, be entitled to examine, inspect, measure and test the Materials
and workmanship, and to check the progress of manufacture of Materials.

11.8.2 The Contractor shall give the Authority Engineer and its authorised agents access,
facilities and safety equipment for carrying out their obligations under this
Agreement.

11.8.3 The Authority Engineer shall submit a monthly inspection report (the “Inspection
Report”) to the Authority and the Contractor bringing out the results of inspections
and the remedial action taken by the Contractor in respect of Defects or deficiencies.
For the avoidance of doubt, such inspection or submission of Inspection Report by
the Authority Engineer shall not relieve or absolve the Contractor of its obligations
and liabilities under this Agreement in any manner whatsoever.

11.8.4 For items, where the inspection is to be done by Third Party/Consignee the inspection
will be done as per the existing prescribed test format as per the specification.
Wherever, the test format does not exist the Contractor will develop the test format
and submit for approval of Authority‟s Representative. After approval of the test
format, the inspection shall be done as per this approved test format. Inspection by
Third Party Agency shall be carried out after receiving the Call from the contractor
after submitting desired test format from the manufacturer/supplier and to be
approved by the Authority Engineer. Inspection charge if any, shall be borne by the
contractor.

11.8.5 Before procuring the material to be supplied by the contractor, the contractor shall
submit the name and address of the supplier from whom it is proposed to procure the
materials (if the supplier is not from RDSO approved list) and shall take approval
from the Authority‟s engineer. The Contractor may be required to produce certificate
from the manufacturer whenever required by the Authority‟s engineer. The 56
Contractor shall submit catalogues/data sheet of the equipment as well as list for test
proposed for equipment and shall submit to Authority‟s Engineer for approval.

11.8.6 The Inspection charges if any, for all the material/equipment whether inspection being
done by RITES or Third Party other than RDSO/Consignee, shall be borne by the
Contractor.

11.8.7 The Authority‟s Engineer and its authorised representative shall at all times: (a) have
full access to all parts of the Site and to all places from which natural Materials are
being obtained for use in the Works; and (b) during production, manufacture and
construction at the Site and at the place of production, be entitled to examine, inspect,

45
 measure and test the Materials and workmanship, and to check the progress of
manufacture of Materials.

11.9 Samples

The Contractor shall submit the following samples of Materials and relevant
information to the Authority Engineer for review:

(a) manufacturer‟s test reports and standard samples of manufactured Materials;

and

(b) samples of such other Materials as the Authority Engineer may require.

11.10 Tests

11.10.1 For determining that the Works conform to the Specifications and Standards, the
Authority Engineer shall require the Contractor to carry out or cause to be carried out
tests, at such time and frequency and in such manner as specified in this Agreement,
and in accordance with Good Industry Practice for quality assurance. The Contractor
shall submit the schedule for performing such tests to the Authority Engineer well in
advance and not less than 7 days prior to conducting such tests. The Contractor shall,
with due diligence, carry out all the tests in accordance with the Agreement and
furnish the results thereof to the Authority Engineer. Of the total tests for each
category or type to be undertaken by the Contractor under the provisions of this
Agreement and Good Industry Practice, the Authority Engineer or his authorised
representative may witness or participate in such tests conducted or cause to be
conducted by the Contractor. Documentation of test records to be maintained by
Contractor and Authority Engineer or his authorised representative shall scrutinize
100% Testing records of all tests conducted as per existing guidelines of Indian
Railways and Indian Road Congress. A copy of such tests records shall be provided
to the Authority Engineer.

11.10.2 In the event that results of any tests conducted under this Clause 11.10 establish any
Defects or deficiencies in the Works, the Contractor shall carry out remedial
measures and furnish a report to the Authority Engineer in this behalf. The Authority
Engineer shall require the Contractor to carry out or cause to be carried out tests to
determine that such remedial measures have brought the Works into compliance with
the Specifications and Standards, and the procedure shall be repeated until such
Works conform to the Specifications and Standards. For the avoidance of doubt, the
cost of such tests and the remedial measures in pursuance thereof shall be solely
borne by the Contractor.

11.11 Examination of work before covering up

In respect of the work which the Authority Engineer is entitled to examine, inspect,
measure or test before it is covered up or put out of view or any part of the work is
placed thereon, the Contractor shall give notice to the Authority Engineer whenever
any such work is ready and before it is covered up. The Authority Engineer shall then
either carry out the examination, inspection or testing without unreasonable delay, or
promptly give notice to the Contractor that the Authority Engineer does not require to
do so. Provided, however, that if any work is of a continuous nature where it is not

46
 possible or prudent to keep it uncovered or incomplete, the Contractor shall notify the
schedule of carrying out such work to give sufficient opportunity, not being less than
3 (three) business days‟ notice, to the Authority Engineer to conduct its inspection,
measurement or test while the work is continuing. Provided further that in the event
the Contractor receives no response from the Authority Engineer within a period of 3
(three) business days from the date on which the Contractor‟s notice hereunder is
delivered to the Authority Engineer, the Contractor shall be entitled to assume that
the Authority Engineer would not undertake the said inspection.

11.12 Rejection

11.12.1 If, as a result of an examination, inspection, measurement or testing, any Plant,

Material, design or workmanship is found to be defective or otherwise not in
accordance with the provisions of this Agreement, the Authority Engineer may reject
such Plant, Material, design or workmanship by giving notice to the Contractor, with
reasons. The Contractor shall then promptly make good the Defect and ensure that
the rejected item complies with the requirements of this Agreement.

11.12.2If the Authority Engineer requires the Plant, Material, design or workmanship to be
retested, the tests shall be repeated on the same terms and conditions, as applicable in
each case. If the rejection and retesting cause the Authority to incur any additional
costs, such costs shall be recoverable by the Authority from the Contractor and may
be deducted by the Authority from any monies due to be paid to the Contractor.

11.12.3 The Contractor shall not be entitled to any extension of time on account of rectifying
any Defect or retesting as specified in this Clause 11.12.

11.12.4 No examination, inspection, measurement or testing of any Plant, Material, design or

workmanship by the Authority Engineer or its failure to convey its observations or to
examine, inspect, measure or test shall relieve the Contractor of its obligations and
liabilities under this Agreement in any manner nor shall the Authority be liable for
the same in any manner.

11.13 Remedial work

11.13.1 Notwithstanding any previous test or certification, the Authority Engineer may
instruct the Contractor to:

(a) remove from the Site and replace any Plant or Materials which are not in
accordance with the provisions of this Agreement;

(b) remove and re-execute any work which is not in accordance with the
provisions of this Agreement and the Specification and Standards; and

(c) execute any work which is urgently required for the safety of the Railway
Project, whether because of an accident, unforeseeable event or otherwise;
provided that in case of any work which is required on account of a Force
Majeure Event, the provisions of Clause 19.6 shall apply.

11.13.2 If the Contractor fails to comply with the instructions issued by the Authority
Engineer under Clause 11.13.1, within the time specified in the Authority Engineer‟s

47
 notice or as mutually agreed, the Authority Engineer may advise the Authority to
have the work executed by another agency. The cost so incurred by the Authority for
undertaking such work shall, without prejudice to the rights of the Authority to
recover Damages in accordance with the provisions of this Agreement, be
recoverable from the Contractor and may be deducted by the Authority from any
monies due to be paid to the Contractor.

11.14 Delays during construction

Without prejudice to the provisions of Clause 10.3.2, in the event the Contractor does
not achieve any of the Project Milestones within the time period stipulated in
Schedule - I or the Authority Engineer shall have reasonably determined that the rate
of progress of Works is such that Completion of the Railway Project is not likely to
be achieved by the end of the Scheduled Completion Date, it may notify the same to
the Contractor, and the Contractor shall, within 15 (fifteen) days of such notice, by a
communication inform the Authority Engineer in reasonable detail about the steps it
proposes to take to expedite progress and the period within which it shall achieve the
Project Completion Date.

11.15 Quality control records and Documents

The Contractor shall hand over to the Authority Engineer a copy of all its quality
control records and documents before the Completion Certificate is issued pursuant
to Clause 12.2.

11.16 Video recording

During the Construction Period, the Contractor shall provide to the Authority for
every calendar quarter, a video recording, which will be compiled into a 3 (three)
hour digital video disc or any substitute thereof, covering the status and progress of
Works in that quarter. The video recording shall be provided to the Authority no later
than 15 (fifteen) days after the close of each quarter after the Appointed Date.

11.17 Suspension of unsafe Construction Works

11.17.1 Upon recommendation of the Authority Engineer to this effect, or on its own volition
in cases of emergency or urgency, the Authority may by notice require the Contractor
to suspend forthwith the whole or any part of the Works if, in the reasonable opinion
of the Authority Engineer or the Authority, as the case may be, such work threatens
the safety of the Users and or other persons on or about the Railway Project.

11.17.2 The Contractor shall, pursuant to the notice under Clause 11.17.1, suspend the
Works or any part thereof for such time and in such manner as may be specified by
the Authority and thereupon carry out remedial measures to secure the safety of
suspended works, the Users, other persons and vehicles on or about the Railway
Project including pedestrians. The Contractor may by notice require the Authority
Engineer to inspect such remedial measures forthwith and make a report to the
Authority recommending whether or not the suspension hereunder may be revoked.
Upon receiving the recommendations of the Authority Engineer, the Authority shall

48
 either revoke such suspension or instruct the Contractor to carry out such other and
further remedial measures as may be necessary in the reasonable opinion of the
Authority, and the procedure set forth in this Clause 11.17 shall be repeated until the
suspension hereunder is revoked.

11.17.3 Subject to the provisions of Clause 19.6, all reasonable costs incurred for
maintaining and protecting the Works or part thereof during the period of suspension
(the “Preservation Costs”), shall be borne by the Contractor; provided that if the
suspension has occurred as a result of any breach of this Agreement by the Authority,
the Preservation Costs shall be borne by the Authority.

11.17.4 If suspension of Works is for reasons not attributable to the Contractor, the Authority
Engineer shall determine any Time Extension to which the Contractor is reasonably
entitled.

49
 ARTICLE 12
COMPLETION CERTIFICATE

12.1 Tests on completion

12.1.1 No later than 30 (thirty) days prior to the likely completion of the Railway Project or
a part thereof, the Contractor shall prepare and submit to the Authority Engineer the
documents required for seeking approval of the Commissioner of Railway safety/
Electrical Inspector to the Government (EIG) in accordance with the provisions of the
Railways Opening for Public Carriage of Passenger Rules, the Indian Railway
Permanent Way Manual, the Indian Railways Manual of A.C. Traction, Indian
Railways Signal Engineering Manual, Indian Railways Telecom Manual as the case
may be, and notify the Authority Engineer of its intent to subject the Railway Project
to Tests. After ensuring and procuring that the documents required to be submitted to
the Commissioner for Railway safety/ Electrical Inspector to the Government (EIG)
meet the requirements of Applicable Laws, the Authority Engineer shall, in
consultation with the Contractor, determine the date and time of each of the Tests,
and inform the Authority who may designate its representative to witness the Tests.
The Contractor shall provide such assistance as the Authority Engineer may
reasonably require for conducting the Tests. For avoidance of doubts, the parties
agree that in the event of the Contractor and the Authority Engineer failing to
mutually agree on the dates for conducting the Tests, the Contractor shall fix the
dates by giving not less than 10 (ten) days‟ notice to the Authority Engineer.
Authority will carry out tests on completion within 30 days of receiving request from
contractor. And if Authority Engineer fails to carry out test within 30 days, the
Authority will pay damage to Contractor @ 0.02% of the payment pending for want
of test per day.

12.1.2 All Tests shall be conducted in accordance with Schedule-J at the cost and expense of
the Contractor; provided, however, that the trial running on railway track shall be
undertaken at the cost and expense of the Authority. The Authority Engineer shall
observe, monitor and review the results of the Tests to determine compliance of the
Railway Project with Specifications and Standards and if it is reasonably anticipated
or determined by the Authority Engineer during the course of any Test that the
performance of the Railway Project or Section or any part thereof, does not meet the
Specifications and Standards, it shall have the right to suspend or delay such Test and
require the Contractor to remedy and rectify any Defect or deficiency. Upon
completion of each Test, the Authority Engineer shall provide to the Contractor and
the Authority copies of all Test data including detailed Test results. For the avoidance
of doubt, the Parties expressly agree that the Authority Engineer may require the
Contractor to carry out or cause to be carried out additional Tests, in accordance with
Good Industry Practice, for determining the compliance of the Railway Project
thereof with the Specifications and Standards.

12.2 Provisional Certificate

12.2.1 Upon completion of Tests, the Authority Engineer shall satisfy itself that the Tests
have been successful and the Railway Project is fit for opening to traffic. A list of
outstanding items signed jointly by the Authority Engineer and the Contractor
(called the “Punch List”) shall be prepared in two parts. The part -1 showing the

50
 critical/safety items and the part-2 showing non-critical/non-safety items. The
Authority Engineer may issue a Provisional Certificate to the Contractor and the
Authority in the form set forth in Schedule-K (the “Provisional Certificate”),
provided the items figuring in the Punch List of critical/safety items (part-1) have
been fully completed/attended to. The items figuring in the Punch List (part-2) of
non-critical/non-safety should be completed by contractor in a time frame as
stipulated in Clause 12.3.

12.2.2 Upon issuance of the “Provisional Certificate”, the Authority Engineer shall forward
to the Authority (i) copies of all Test data including Test results, and (ii) the
documents submitted by the Contractor for seeking approval of the Commissioner of
Railway safety/ Electrical Inspector to the Government (EIG) in accordance with the
provisions of the Railways Opening for Public Carriage of Passenger Rules, the
Indian Railway Permanent Way Manual/ or the Indian Railways Manual of A.C.
Traction, Indian Railways Signal Engineering Manual, Indian Railways Telecom
Manual as the case may be, for obtaining authorisation from the Commissioner for
Railway safety/ Electrical Inspector to the Government (EIG).

12.2.3 The Contractor shall assist the Authority during inspection and tests to be conducted
by the Commissioner of Railway safety/ Electrical Inspector to the Government
(EIG) for determining compliance of the Railway Project with Applicable Laws and
the provisions of this Agreement.

12.2.4 The Defects Liability Period for the Railway Project shall commence from the date of
issue of the Provisional Certificates.

12.2.5 The Parties hereto expressly agree that the Authority Engineer may also issue a
“part Provisional Certificate” for part of the Railway Project ready for
commissioning/opening subject to the provisions of Clauses 12.1 and 12.2
applying mutatis mutandis. The issuance of the part-provisional certificate will
however not absolve the contractor in any manner of its obligations to complete the
remaining part of Railway Project.

12.2.6 The risk of loss or damage to any Materials, Plant or Works in the Railway Project or
part thereof, as the case may be, and the care and custody thereof shall pass from the
Contractor to the Authority upon issuance of Provisional Certificate for the Railway
Project or part thereof.

12.3 Completion of Part-2 Punch List items

All items figuring in the part-2 of Punch List shall be completed by the Contractor
within 90 (ninety) days of the date of issuance of the Provisional Certificate for
that part and for any delay thereafter, other than for reasons solely attributable to
the Authority or due to Force Majeure, the Authority shall be entitled to recover
Damages from the Contractor to be calculated and paid for each day of delay until
all items are completed, at the rate of 0.2% (zero point two per cent) of the cost of
completing such items as estimated by the Authority Engineer. Subject to payment
of such Damages, the Contractor shall be entitled to a further period not exceeding
120 (one hundred and twenty) days for completion of the part-2 Punch List items.
For the avoidance of doubt, it is agreed that if completion of any item in the part-2
of Punch List is delayed for reasons attributable to the Authority or due to Force

51
 Majeure, the completion date thereof shall be determined by the Authority
Engineer in accordance with Good Industry Practice, and such completion date
shall be deemed to be the date of issue of the Provisional Certificate for the
purposes of Damages, if any, payable for such item under this Clause 12.3.

12.4 Completion Certificate

12.4.1 Upon completion of all items in the Punch List (part-1 as well as part-2) and
issuance of authorisation by the Commissioner of Railway Safety and Electrical
Inspector to the Government (EIG) and compliance of all CRS/ PCSTE and EIG
observations pertaining to Contractor if any, the Authority Engineer shall issue
forthwith to the Contractor and the Authority; a completion certificate substantially
in the form set forth in Schedule-K (the “Completion Certificate”) separately in
respect of each Provisional Certificate issued. For Avoidance of doubt, Completion
Certificate may also be issued for part-commissioing of Project.

12.4.2 Upon receiving the Completion Certificate, the Contractor shall remove its
equipment, materials, debris and temporary works from the Site, which are not
required any more for the Project, within a period of 15 (fifteen) days thereof, failing
which the Authority may remove or cause to be removed, such equipment, materials,
debris and temporary works and recover from the Contractor an amount equal to
120% (one hundred and twenty per cent) of the actual cost of removal incurred by the
Authority.

12.5 Rescheduling of Tests

If the Authority Engineer certifies to the Authority and the Contractor that it is unable
to issue the Completion Certificate or Provisional Certificate, as the case may be,
because of events or circumstances on account of which the Tests could not be held
or had to be suspended, the Contractor shall be entitled to re-schedule the Tests and
hold the same as soon as reasonably practicable.

12.6 Delayed authorisation

In the event of delay in issuance of authorisation by the Commissioner of Railway

Safety beyond a period of 60 (sixty) days from the date of completioion of all
safety/critical items of punch list, the Contractor shall be entitled to interest for the
period of delay at a rate equal to 3% (three percent) above the Bank Rate on the
payment due for integrated testing and commissioning as specified in Schedule-G.

52
 ARTICLE 13
CHANGE OF SCOPE

13.1 Change of Scope

13.1.1 The Authority may, notwithstanding anything to the contrary contained in this
Agreement, require the Contractor to make modifications or alterations to the Works
(“Change of Scope”) before the issue of the Completion Certificate either by giving
an instruction or by requesting the Contractor to submit a proposal for Change of
Scope involving additional cost or reduction in cost. Any such Change of Scope shall
be made and valued in accordance with the provisions of this Article 13.

13.1.2 Change of Scope shall mean:

(a) change in specifications of any item of Works;

(b) omission of any work from the Scope of the Project except under Clause
8.3.3; provided that, subject to Clause 13.5, the Authority shall not omit any
work under this Clause in order to get it executed by any other entity; or

(c) any additional work, Plant, Materials or services which are not included in the
Scope of the Project, including any associated Tests on completion of
construction. However, any unsanctioned work which is independent work
per se shall not be considered as Change of Scope.

(d) Variation in the quantities of certain items (positive or negative) necessitated

due to any change(s) in the L-Section/Alignment/ESPs/SIPs of the Project
with respect to those attached with this document, except on account of
existing ground conditions mentioned in LS section/Aliqnment/E S P s. For
avoidance of doubt, it is clarified that the existing ground conditions are to be
validated by bidders before bid and hence no change on this account is
payable.

13.1.3 If the Contractor determines at any time that a Change of Scope will, if adopted,
(i) accelerate completion, (ii) reduce the cost to the Authority of executing,
maintaining or operating the Railway Project, (iii) improve the efficiency or value to
the Authority of the completed Railway Project, or (iv) otherwise be of benefit to the
Authority, it shall prepare a proposal with relevant details at its own cost. The
Contractor shall submit such proposal, supported with the relevant details including
the amount of reduction in the Contract Price, if any, to the Authority to consider
such Change of Scope. The Authority shall, within 15 (fifteen) days of receipt of such
proposal, either accept such Change of Scope with modifications, if any, and initiate
proceedings there for in accordance with this Article 13 or reject the proposal and
inform the Contractor of its decision. For the avoidance of doubt, the Parties agree
that the Contractor shall not undertake any Change of Scope without a Change of
Scope Order being issued by the Authority, save and except any Works necessary for
meeting any Emergency. In case Change of Scope is proposed by Authority Engineer

53
 to the contractor, the contractor shall, within 15 (fifteen) days of receipt of such
proposal, either accept such Change of scope with modifications , if any, and initiate
proceedings therefore in accordance with the Article 13 or reject the proposal and
inform the authority of its decision.

13.2 Procedure for Change of Scope

13.2.1 In the event of the Authority determining that a Change of Scope is necessary, it may
direct the Authority Engineer to issue to the Contractor a notice specifying in
reasonable detail the works and services contemplated there under (the “Change of
Scope Notice”).

Change of Scope shall mean: (a) change in specifications of any item of Works;

(b) omission of any work from the Scope of the Project except under Clause 8.3.3; provided
that, subject to Clause i 3.5, the Authority shall not omit any work under this Clause
in order to get it executed by any other entity; or

(c) any additional work, Plant, Materials or services which are not included in the Scope of
the Project, including any associated Tests on completion of construction. However,
any un sanctioned work which is independent work oer se shall not bc considered as
Change qf Scope.

(d) Variation in the quantities of certain items (positive or negative) necessitated due to any
change(s) in the LSection/Alignment/ESPs of the Project with respect to those
attached with this document

13.2.2 Upon receipt of a Change of Scope Notice from Authority Engineer, the Contractor
shall, with due diligence, provide to the Authority Engineer such information as is
necessary, together with preliminary documentation in support of:

(a) the impact of the Change of Scope on the Project Completion Schedule, if the
works or services are required to be carried out during the Construction
Period; and

(b) the options for implementing the proposed Change of Scope and the effect, if
any, each such option would have on the costs and time thereof; including the
following details:

(i) breakup of the quantities, unit rates and cost for different items of
work;

(ii) proposed design for the Change of Scope; and

(iii) proposed modifications, if any, to the Project Completion Schedule of

the Railway Project.

For the avoidance of doubt, the Parties expressly agree that, subject to the provisions
of Clause 13.4.2, the Contract Price shall be increased or decreased, as the case may
be, on account of Change of Scope.

54
13.2.3 The Contractor‟s quotation of rates/costs for the Change of Scope shall be determined
on the following principles:

(A) The rate for various items to be executed through change of scope order shall be
estimated on the basis of analysis of rates (AOR) of [Zonal Railway, CORE, which
ever is applicable] for item other than building works and as per CPWD‟s AOR for
building works and by applying the prevailing market rates of various input
construction materials, labour, machinery and T & P.

(B) In case AOR of any items is not available in [Zonal Railway‟s or CORE‟s AOR]
then such rates shall be determined as per prevailing market rates in accordance with
Good Industry Practice by the Authority Engineer.

13.2.4 Upon reaching an agreement, the Authority shall issue an order (the “Change of
Scope Order”) requiring the Contractor to proceed with the performance thereof. In
the event that the Parties are unable to agree, the Authority may:

(a) issue a Change of Scope Order requiring the Contractor to proceed with the
performance thereof at the rates and conditions approved by the Authority till
the matter is resolved in accordance with Article 24; or

(b) proceed in accordance with Clause 13.5.

13.2.5 The provisions of this Agreement, insofar as they relate to Works and Tests, shall
apply mutatis mutandis to the works undertaken by the Contractor under this Article
13.

13.3 Payment for Change of Scope

Payment for Change of Scope shall be made in accordance with the payment
schedule specified in the Change of Scope Order.

13.4 Restrictions on Change of Scope

13.4.1 No Change of Scope shall be executed unless the Authority has issued the Change of
Scope Order save and except any Works necessary for meeting any Emergency.

13.4.2 Unless the Parties mutually agree to the contrary, the total value of all Change of
Scope Orders shall not exceed 25% (twenty five per cent) of the Contract Price.

13.4.3 Notwithstanding anything to the contrary in this Article 13, no change arising from
any default of the Contractor in the performance of its obligations under this
Agreement shall be deemed to be Change of Scope, and shall not result in any
adjustment of the Contract Price or the Project Completion Schedule.

13.5 Power of the Authority to undertake works

13.5.1 In the event the Parties are unable to agree to the proposed Change of Scope Orders
in accordance with Clause 13.2, the Authority may, after giving notice to the

55
 Contractor and considering its reply thereto, award such works or services to any
person on the basis of open competitive bidding from amongst bidders who are pre-
qualified for undertaking the additional work; provided that the Contractor shall have
the option of matching the first ranked bid in terms of the selection criteria, subject to
payment of 2% (two per cent) of the bid amount to the Authority$, and thereupon
securing the award of such works or services. For the avoidance of doubt, it is agreed
that the Contractor shall be entitled to exercise such option only if it has participated
in the bidding process and its bid does not exceed the first ranked bid by more than
10% (ten percent) thereof. It is also agreed that the Contractor shall provide
assistance and cooperation to the person who undertakes the works or services
hereunder, but shall not be responsible for rectification of any Defects and/or
maintenance of works carried out by other agencies.

13.5.2 The works undertaken in accordance with this Clause 13.5 shall conform to the
Specifications and Standards and shall be carried out in a manner that it should not
cause any disruption to the Project and also minimise adverse effect to main
contractor. The provisions of this Agreement, insofar as they relate to Works and
Tests, shall apply mutatis mutandis to the works carried out under this Clause 13.5.

$
The Authority shall transfer 75% (seventy five percent) of the amount so received to the first ranked bidder
whose bid shall have been matched by the Contractor.

56
 ARTICLE 14
TRAFFIC REGULATION

14.1 Traffic regulation by the Contractor

14.1.1 The Contractor shall take all the required measures and make arrangements for the
safety of any persons and vehicles on or about the Site during the construction of the
Railway Project or a Section thereof in accordance with Good Industry Practice, and
Applicable Laws. It shall provide, erect and maintain all such barricades, signs,
markings, flags, and lights as may be required by Good Industry Practice for the
safety of the traffic using any public roads or access along or across the Section under
construction.

14.1.2 All works shall be carried out in a manner creating least interference to traffic passing
along or across the Railway Project or a Section thereof. The Contractor shall ensure
that proper passage is provided for the traffic. Where it is not possible or safe to
allow traffic on the existing road or passage, a temporary diversion of proper
specifications shall be constructed by the Contractor at its own cost. The Contractor
shall take prior approval of the Authority Engineer for any proposed arrangement for
traffic regulation during Construction, which approval shall not be unreasonably
withheld.

14.1.3 In the event any construction work is required to be executed in close proximity of an
existing operating system of Railways, the Contractor shall make arrangements for
the safety of such system in accordance with the provisions of the „Compendium of
Instructions on Safety at work Sites‟ issued by the Authority and Good Industry
Practice.

57
 ARTICLE 15
DEFECTS LIABILITY

15.1 Defects Liability Period

15.1.1 The Contractor shall be responsible for all the Defects and deficiencies, except usual
wear and tear in the Railway Project or any part thereof, till the expiry of a period of
2 (two) years commencing from the date of Provisional Certificate or expiry of a
period 18 (eighteen) months from the date of Completion Certificate, whichever is
later(the “Defects Liability Period”).

15.1.2 Without prejudice to the provisions of Clause 15.1.1, for KAVACH System, the
Defects Liability Period shall be commencing from the date of Completion
Certificate for a Period of 4 (four) years. For the avoidance of any doubt, any repairs
or restoration because of usual wear or tear in the Project or any Section thereof shall
form a part of the Maintenance obligations of the Contractor as specified in Article
15A. Defects Liability Period shall also cover the provisions of extensions as in
accordance with Clause 15.6.

15.1.3 Deleted

15.1.4 Deleted

15.2 Remedy and rectification of Defects and deficiencies

15.2.1 Without prejudice to the provisions of Clause 15.2.2, the Contractor shall repair or
rectify all Defects and deficiencies observed by the Authority Engineer during the
Defects Liability Period within a period of 15 (fifteen) days from the date of notice
issued by the Authority Engineer, or within such reasonable period as may be
determined by the Authority Engineer at the request of the Contractor, in accordance
with Good Industry Practice. For the purpose of this clause, the time period of 15
days shall be applicable only to those Defects and Deficiencies which are not
affecting train operations of safety. For any defect noticed affecting train operation of
train safety, the Contractor shall arrange to rectify it within such reasonable period as
may be determined by the Authority Engineer. If the Contractor is not able to rectify
any fault as decided by the Authority Engineer, the Authority will be at full liberty to
make its own efforts to get such defects rectified at Contractor‟s cost.

15.2.2 During a period of 2 (two) months from the date of issuance of Completion
Certificate, the Contractor shall retain sufficient staff and spares at Project for
procuring prompt replacement, installation or re-installation of any defective parts of
(a) the SCADA system; (b) traction sub-stations and switching posts and (c) EI
system /Axle Counters/ Automatic Train protection system. The spares for the
purpose of this clause, shall be separate from any spares supplied within the scope of
the Project.

15.3 Cost of remedying Defects

58
 For the avoidance of doubt, any repair or rectification undertaken in accordance with
the provisions of Clause 15.2, including any additional tests, shall be carried out by
the Contractor at its own risk and cost, to the extent that such rectification or repair is
attributable to:

(a) the design of the Project;

(b) Works, Plant, Materials or workmanship not being in accordance with this
Agreement and the Specifications and Standards;

(c) improper maintenance during construction of the Railway Project by the

Contractor; or

(d) failure by the Contractor to comply with any other obligation under this
Agreement.

15.4 Contractor’s failure to rectify Defects

In the event that the Contractor fails to repair or rectify such Defect or deficiency
within the period specified in Clause 15.2, the Authority shall be entitled to get the
same repaired, rectified or remedied at the Contractor‟s cost so as to make the
Railway Project conform to the Specifications and Standards and the provisions of
this Agreement. All costs consequent thereon shall, after due consultation with the
Authority and the Contractor, be determined by the Authority Engineer. The cost so
determined, and an amount equal to 20% (twenty percent) of such cost as Damages,
shall be recoverable by the Authority from the Contractor and may be deducted by
the Authority from any monies due to the Contractor.

15.5 Contractor to search cause

15.5.1 The Authority Engineer may instruct the Contractor to examine the cause of any
Defect in the Works or part thereof before the expiry of the Defects Liability Period.

15.5.2 In the event any Defect identified under Clause 15.5.1 is attributable to the
Contractor, the Contractor shall rectify such Defect within the period specified by the
Authority Engineer, and shall bear the cost of the examination and rectification of
such Defect.

15.5.3 In the event such Defect is not attributable to the Contractor, the Authority Engineer
shall, after due consultation with the Authority and the Contractor, determine the
costs incurred by the Contractor on such examination and notify the same to the
Contractor, with a copy to the Authority, and the Contractor shall be entitled to
payment of such costs by the Authority.

15.6. Extension of Defects Liability Period

15.6.1 The Defects Liability Period shall be deemed to be extended till the identified
Defects under Clause 15.2 have been remedied.

15.6.2 Any Materials or Works with Defects identified under Clause 15.2 and replaced or
repaired during the Defects Liability Period or the extended Defects Liability Period,

59
 as the case may be, would be further warranted for a period of twelve (12) months
from the date of completion of such repair or replacement.

15.6.3 The Contractor shall upon termination or expiry of this Agreement or upon expiry of
the Defects Liability Period, assign any outstanding benefit in respect of any
subcontract or any warranty, to the Authority or to such other person as the Authority
may direct.

60
 Article 15A

Maintenance

15A.1 Maintenance Obligations of the Contractor

(i) The Contractor shall maintain the Project of Modern Signalling System KAVACH
for a period of 15 (fifteen) years, commencing from the date of the Completion
Certificate (the “Maintenance Period”). For the performance of its Maintenance
obligations, the Contractor shall be paid:

(a) $ 1.5% of the total Capital cost of KAVACH equipment (A + B) as indicated

in schedule G per annum, for the Defect Liability Period (i.e first four years
from the date of completion certificate).

(b) $ 3% of the total Capital cost of KAVACH equipment (A + B) as indicated in

schedule G per annum, from completion of Defect Liability Period till
completion of Maintenance Period.

Above amount for the performance of Contractors Maintenance obligations shall be,
inclusive of all taxes. The amount payable for maintenance shall be adjusted to reflect
any increase or decrease arising out of variation in WPI to be determined in
accordance with the provisions of Clause 17.9a. It is further agreed that the Contract
Price hereunder shall be reckoned with reference to the amount specified in Clause
17.1.1, which shall be adjusted to the extent of Change of Scope and the works
withdrawn under the provisions of Clause 8.3.3, but shall not include any price
adjustments in pursuance of Clause 17.8.

(ii) During the Maintenance Period, the Authority shall provide to the Contractor access
to the Site for Maintenance in accordance with this Agreement. The obligations of the
Contractor hereunder shall include:

(a) permitting safe, smooth and uninterrupted flow of traffic on the Project
KAVACH;

(b) Undertaking routine maintenance including prompt repairs of Station

equipments, LC Gate equipments, Track side equipments, Onboard
Locomotive equipments, RF Network equipments. For the avoidance of
doubt, the electricity charges for operation of infrastructure installed along the
project length, except the infrastructure being used by the Contractor for its
own use, shall be borne by the Authority;

(c) undertaking repairs to the equipments and structures;

(d) informing the Authority of any unauthorised use of the Project KAVACH.

$ This does not include Towers, OFC System and Signalling System other than KAVACH
System.

61
(iii) In respect of any Defect or deficiency not specified in Schedule-Q, the Contractor
shall, at its own cost, undertake repair or rectification in accordance with Good
Industry Practice, save and except to the extent that such Defect or deficiency shall
have arisen on account of any willful default or neglect of the Authority or a Force
Majeure Event.

(iv) The Contractor shall remove promptly from the Project area any waste materials
(including hazardous materials and waste water), rubbish and other debris (including,
without limitation, accident debris) and keep the Project area in a clean, tidy and
orderly condition, and in conformity with the Applicable Laws, Applicable Permits
and Good Industry Practice.

15A.2 Maintenance Requirements

15A.2.1 The Contractor shall ensure and procure that at all times during the Maintenance
Period, the Project KAVACH conforms to the maintenance requirements set forth in
Schedule-Q (the “Maintenance Requirements”).

15A.2.2 Maintenance Support for Project KAVACH System

(i) To provide maintenance support in accordance with the provisions of this

Agreement, the Contractor shall, without prejudice to its Maintenance
Obligations, set up and operate, round the clock, a control centre (the
“Helpline”) connected to the Divisional Control Centre/Test Room of the
Authority. The Helpline shall provide such advice and guidance to the
Divisional Control Centre/Test Room/ Field Maintainers as may be necessary
for performing its Maintenance Obligations hereunder.

(ii) The Parties agree that the location of the Control Centre (Helpline) shall be
restricted to project jurisdiction or Divisional Head Quarter as the case may
be.

(iii) The Authority shall, upon request from the Contractor, provide suitable
covered space at Divisional Control Centre to facilitate the Contractor in
performing its Maintenance Obligations.

15A.3 Maintenance Programme

(i) The Contractor shall prepare a monthly maintenance programme (the

“Maintenance Programme”) in consultation with the Authority Engineer and
submit the same to the Authority Engineer not later than 10 (ten) days prior to
the commencement of the month in which the Maintenance programme is to
be executed. For this purpose, a joint monthly inspection by the Contractor
and the Authority Engineer shall be undertaken. The Maintenance Programme
shall contain the following:

(a) The condition of the KAVACH equipment/system in the format

prescribed by the Authority Engineer;

(b) the proposed maintenance Works; and

(c) Deployment of resources for maintenance Works.

62
15A.4 System Closure

(i) The Contractor shall not close any working or operational equipment/system
of the Project for undertaking maintenance works except with the prior written
approval of the Authority Engineer. Such approval shall be sought by the
Contractor through a written request to be made at least 3 (three) days before
the proposed closure of operational equipment/system and shall be
accompanied by particulars thereof. Within 3 (three) business days of
receiving such request, the Authority Engineer shall grant permission with
such modifications as it may deem necessary and a copy of such permission
shall be sent to the Authority.

(ii) Upon receiving the permission pursuant to Clause 15A.4 (i), the Contractor
shall be entitled to close the designated working or operational
equipment/system for the period specified therein, the Contractor shall, in the
event of any delay in re-opening such equipment/system, pay Damages to the
Authority calculated at the rate of 0.1% (zero point one per cent) of the
monthly maintenance payment for each hour of delay until the
equipment/system has been re-opened for traffic. In the event of any delay in
re-opening such equipment/system or in the event of emergency
decommissioning and closure to traffic of the whole or any part of the Project
KAVACH due to failure of the Contractor, the Contractor shall pay damages
to the Authority at double the above rate, without prejudice the rights of the
Authority under this Agreement including Termination thereof.

15A.5 Reduction of Payment for Non-performance of Maintenance Obligations

(i) In the event that the Contractor fails to repair or rectify any Defect or
deficiency set forth in Schedule-Q within the period specified therein, it shall
be deemed as failure of performance of Maintenance obligations by the
Contractor and the Authority shall be entitled to effect reduction in monthly
lump sum payment for maintenance in accordance with Clause 17.5b and
Schedule-R, without prejudice to the rights of the Authority under this
Agreement, including Termination thereof.

(ii) If the nature and extent of any Defect justifies more time for its repair or
rectification than the time given by the Authorities Engineer‟s, the Contractor
shall be entitled to additional time in conformity with Good Industry Practice.
Such additional time shall be determined by the Authority Engineer and
conveyed to the Contractor and the Authority with reasons thereof.

15A.6 Authority’s right to take remedial measures

In the event the Contractor does not maintain and/or repair the Project KAVACH or
any part thereof in conformity with the Maintenance Requirements, the Maintenance
Manual or the Maintenance Programme, as the case may be, and fails to commence
remedial works within 10 (ten) days of receipt of the Maintenance Inspection Report
under Clause 15B.2 or a notice in this behalf from the Authority or the Authority
Engineer, as the case may be, the Authority shall, without prejudice to its rights under
this Agreement including Termination thereof, be entitled to undertake such remedial
measures at the cost of the Contractor, and to recover its cost from the Contractor. In

63
 addition to recovery of the aforesaid cost, a sum equal to 20% (twenty per cent) of
such cost shall be paid by the Contractor to the Authority as Damages.

15A.7 Restoration of loss or damage to Project KAVACH System

Save and except as otherwise expressly provided in this Agreement, in the event that
the Project KAVACH or any part thereof suffers any loss or damage during the
Maintenance from any cause attributable to the Contractor, the Contractor shall, at its
cost and expense, rectify and remedy such loss or damage forthwith so that the
Project KAVACH conforms to the provisions of this Agreement.

15A.8 Overriding powers of the Authority

(i) If in the reasonable opinion of the Authority, the Contractor is in material

breach of 5 its obligations under this Agreement and, in particular, the
Maintenance Requirements, and such breach is causing or likely to cause
material hardship or danger to the Users, the Authority may, without prejudice
to any of its rights under this Agreement including Termination thereof, by
notice require the Contractor to take reasonable measures immediately for
rectifying or removing such hardship or danger, as the case may be.

(ii) In the event that the Contractor, upon notice under Clause 15A.8 (i), fails to
rectify or remove any hardship or danger within a reasonable period, the
Authority may exercise overriding powers under this Clause 15A.8 (ii) and
take over the performance of any or all the obligations of the Contractor to the
extent deemed necessary by it for rectifying or removing such hardship or
danger; provided that the exercise of such overriding powers by the Authority
shall be of no greater scope and of no longer duration than is reasonably
required hereunder; provided further that any costs and expenses incurred by
the Authority in discharge of its obligations hereunder shall be recovered by
the Authority from the Contractor, and the Authority shall be entitled to
deduct any such costs and expenses incurred from the payments due to the
Contractor under Clause 17.5b for the performance of its Maintenance
obligations.

(iii) In the event of a national emergency, civil commotion or any other

circumstances specified in Clause 19.3, the Authority may take over the
performance of any or all the obligations of the Contractor to the extent
deemed necessary by it, and exercise such control over the Project KAVACH
or give such directions to the Contractor as may be deemed necessary;
provided that the exercise of such overriding powers by the Authority shall be
of no greater scope and of no longer duration than is reasonably required in
the circumstances which caused the exercise of such overriding power by the
Authority. For the avoidance of doubt, it is agreed that the consequences of
such action shall be dealt in accordance with the provisions of Article 19. It is
also agreed that the Contractor shall comply with such instructions as the
Authority may issue in pursuance of the provisions of this Clause 15A.8 (iii),
and shall provide assistance and cooperation to the Authority, on a best effort
basis, for performance of its obligations hereunder.

64
 (iv) Notwithstanding anything hereinabove, the Authority reserves the right to
determine the contract as per provisions of Article 21.3 during the
maintenance period.

15A.9 Taking over Certificate

The Maintenance Requirements set forth in Schedule-Q having been duly carried out,
Maintenance Period as set forth in Clause 15A.1 having been expired and Authority
Engineer determining the Tests on Completion of Maintenance to be successful in
accordance with Schedule-S, the Authority will issue Taking Over Certificate to the
Contractor substantially in the format set forth in Schedule-T.

65
 ARTICLE 15B

Supervision and Monitoring during Maintenance

15B.1 Inspection by the Contractor

(i) The Authority Engineer shall undertake regular inspections to evaluate

continuously the compliance with the Maintenance Requirements.

(ii) The Contractor shall carry out a detailed inspection of designated

equipment/system in accordance with Schedule-Q or the guidelines contained
in latest RDSO Technical Advisory Notes (TANs) issued time to time. Report
of this inspection together with details of proposed maintenance works as
required shall be conveyed to the Authority Engineer forthwith. The
Contractor shall complete the proposed maintenance works and send a
compliance report to the Authority Engineer.

15B.2 Inspection and payments

(i) The Authority Engineer may inspect the Project KAVACH at any time, but at
least once every month, to ensure compliance with the Maintenance
Requirements. It shall make a report of such inspection (“Maintenance
Inspection Report”) stating in reasonable detail the Defects or deficiencies, if
any, with particular reference to the Maintenance Requirements, the
Maintenance Manual, and the Maintenance Programme, and send a copy
thereof to the Authority and the Contractor within 10 (ten) days of such
inspection.

(ii) The Authority Engineer shall compile the inspection reports issued by
Railway Personnel from time to time and advise Contractor to undertake
corrective action in time bound manner.

(iii) After the Contractor submits to the Authority Engineer the Monthly
Maintenance Statement for the Project KAVACH pursuant to Clause 17.5a,
the Authority Engineer shall carry out an inspection within 10 (ten) days to
certify the amount payable to the Contractor. The Authority Engineer shall
inform the Contractor of its intention to carry out the inspection at least 3
(three) business days in advance of such inspection. The Contractor shall
assist the Authority Engineer in verifying compliance with the Maintenance
Requirements.

(iv) For each case of non-compliance of Maintenance Requirements as specified in

the inspection report of the Authority Engineer, the Authority Engineer shall
calculate the amount of reduction in payment in accordance with the formula
specified in Schedule-R.

66
 (v) Any deduction made on account of non-compliance will not be paid
subsequently even after establishing the compliance thereof. Such deductions
will continue to be made every month until the compliance is procured.

15B.3 Maintenance Report

No later than 15 (fifteen) days after a Scheduled Maintenance, Unscheduled

Maintenance or any maintenance carried out by the Contractor, as the case may be,
the Contractor shall submit, in such form as the Authority may specify, a report
containing particulars of maintenance carried out by the Contractor including

i. An analysis of the defects and deficiencies (if any) affecting the performance
or safe operation of the Equipment/System;

ii. Details of Failure including date and time of such Failure, time of rectification
of failures etc counter signed by Authority Engineer.

15B.4 Reports of Unusual Occurrence

The Contractor shall, during the Maintenance Period, prior to the close of each day,
send to the Authority and the Authority Engineer, by facsimile or e- mail, a report
stating accidents and unusual occurrences on the Project KAVACH relating to the
safety and security of the Users and Project KAVACH. A monthly summary of such
reports shall also be sent within 3 (three) business days of the closing of month. For
the purposes of this Clause 15B.5, accidents and unusual occurrences on the Project
KAVACH shall include:

(1.a) accident/unusual incidences;

(1.b) damaged/dislodged/fire/theft of fixed equipment;

(1.c) any prolong/repeated failure of system during the month; and

(1.d) any other unusual occurrence

67
 ARTICLE 16
AUTHORITY ENGINEER

16.1 Appointment of the Authority Engineer

16.1.1 The Authority shall appoint a railway engineer / Project Management Services (PMS)
Agency, to be the engineer under this Agreement (the “Authority Engineer”).

16.1.2 The appointment of the Authority Engineer shall be made no later than 30 (Thirty)
days from the date of this Agreement. The Authority shall notify the appointment or
replacement of the Authority Engineer to the Contractor.

16.1.3 The staff of the Authority Engineer shall include suitably qualified engineers and
other professionals who are competent to assist the Authority Engineer to carry out
its duties.

16.2 Duties and functions of the Authority Engineer

16.2.1 The Authority Engineer shall perform its duties and discharge its functions in
accordance with the provisions of this Agreement, and substantially in accordance
with the duties and responsibilities set forth in Annex 1 of Schedule L, but subject to
obtaining prior written approval of the Authority before determining:

(a) any Time Extension;

(b) any additional cost to be paid by the Authority to the Contractor;

(c) the Termination Payment;

(d) providing Power Block or Traffic Block or necessary disconnections to the

Contractor;

(e) approval of signalling & interlocking plan and route control chart; and
alterations in ESP if essentially required;

(f) approval of disconnections for modification of signalling and telecom works,

or

(g) any other matter which is not specified in (a) to (f)above and which creates an
obligation or liability on either Party for a sum exceeding Rs.5,000,000
(Rupees fifty lakh).

16.2.2 No decision or communication of the Authority Engineer shall be effective or valid

unless it is accompanied by an attested true copy of the approval of the Authority for
and in respect of any matter specified in Clause 16.2.1.

16.2.3 The Authority Engineer shall submit regular periodic reports, at least once every
month, to the Authority in respect of its duties and functions assigned to him for the
project. Such reports shall be submitted by the Authority Engineer within 10 (ten)
days of the beginning of every month.

68
16.2.4 A true copy of all communications sent by the Authority to the Authority Engineer
and by the Authority Engineer to the Authority shall be sent forthwith by the
Authority Engineer to the Contractor.

16.2.5 A true copy of all communications sent by the Authority Engineer to the Contractor
and by the Contractor to the Authority Engineer shall be sent forthwith by the
Authority Engineer to the Authority.

16.3 Authorised signatories

The Authority Engineer will designate and notify to the Contractor up to 2 (two)
persons under him to sign for and on behalf of the Authority Engineer, and any
communication or document required to be signed by the Authority Engineer shall be
valid and effective only if signed by any of the designated persons; provided that the
Authority Engineer may, by notice in writing, substitute any of the designated
persons by any of its employees.

16.4 Instructions of the Authority Engineer

16.4.1 The Authority Engineer may issue to the Contractor instructions for remedying any
Defect. The Contractor shall take such instructions from the Authority Engineer only.

16.4.2 The instructions issued by the Authority Engineer shall be in writing. However, if the
Authority Engineer issues any oral instructions to the Contractor, it shall confirm in
writing the oral instructions within 2 (two) working days of issuing them.

16.4.3 In case the Contractor does not receive the confirmation of the oral instructions
within the time specified in Clause 16.4.2, the Contractor shall seek the written
confirmation of the oral instructions from the Authority Engineer and shall obtain
acknowledgement from the Authority Engineer of the communication seeking written
confirmation. In case of failure of the Authority Engineer to reply to the Contractor
within 2 (two) days of the receipt of the communication from the Contractor, the
Contractor may not carry out the instruction.

16.5 Determination by the Authority Engineer

16.5.1 The Authority Engineer shall consult with each Party in an endeavour to reach
agreement wherever this Agreement provides for the determination of any matter by
the Authority Engineer. If such agreement is not achieved, the Authority Engineer
shall make a fair determination in accordance with this Agreement having due regard
to all relevant circumstances. The Authority Engineer shall give notice to both the
Parties of each such agreement or determination, with supporting particulars.

16.5.2 Each Party shall give effect to each agreement or determination made by the
Authority Engineer in accordance with the provisions of this Agreement. Provided,
however, that if any Party disputes any instruction, decision, direction or
determination of the Authority Engineer, the Dispute shall be resolved in accordance
with the Dispute Resolution Procedure as per article 24.

69
16.6 Remuneration of the Authority Engineer

The remuneration, cost and expenses of the Authority Engineer shall be borne by the
Authority.

16.7 Replacement of the Authority Engineer

16.7.1 The Authority may, in its discretion, replace the Authority Engineer at any time, but
only upon appointment of another Authority Engineer in accordance with Clause
16.1.

16.7.2 If the Contractor has reasons to believe that the Authority Engineer is not discharging
its duties and functions in accordance with the provisions of this Agreement, it may
make a written representation to the Authority and seek replacement of the Authority
Engineer. Upon receipt of such representation, the Authority shall hold a tripartite
meeting with the Contractor and Authority Engineer and make best efforts for an
amicable resolution of the Dispute. After due consideration, The Authority will
decide about the replacement of Authority Engineer or otherwise. However , if
Contractor is not satisfied with decision of Authority, the Dispute shall be resolved in
accordance with Depute Resolution Procedure as per article 24.In the event that the
Authority Engineer is to be replaced, the Authority shall appoint forthwith another
Authority Engineer in accordance with Clause 16.1.

16.8 Interim Arrangement

In the event that the Authority has not appointed an Authority Engineer, or the
Authority Engineer so appointed has relinquished its functions, the Authority may, in
the interim, designate and authorise any person to discharge the functions of the
Authority Engineer in accordance with the provisions of this Agreement, save and
except that such person shall not exercise any functions relating to review, comment,
approval or inspection as specified in this Agreement for and in respect of the
Authority Engineer, and such functions shall be discharged as and when an Authority
Engineer is appointed in accordance with the provisions of this Agreement. Provided,
however, that nothing contained in this Clause 16.8 shall in any manner restrict the
rights of the Authority to enforce compliance of the provisions of this Agreement.

70
 Part IV
Financial Covenants

71
 ARTICLE 17
PAYMENTS

17.1 Contract Price

17.1.1 The Authority shall make payments to the Contractor for the Works on the basis of
the lump sum price accepted by the Authority in consideration of the obligations
specified in this Agreement for an amount of Rs. ***** (Rs. ****) (the “Contract
Price”), which shall be subject to adjustments in accordance with the provisions of
this Agreement. For the avoidance of doubt, the Parties expressly agree that the
Contract Price shall not include the cost of Maintenance, which shall be paid
separately in accordance with the provisions of Clause 17.5b. The Parties further
agree that save and except as provided in this Agreement, the Contract Price shall be
valid and effective until issue of Completion Certificate

17.1.2 The Contract Price includes all duties, taxes, royalty, and fees that may be levied in
accordance with the laws and regulations in force as on the Base Month on the
Contractor‟s equipment, Plant, Materials and supplies acquired for the purpose of this
Agreement and on the on the Works undertaken under this Agreement. Nothing in
this Agreement shall relieve the Contractor from its responsibility to pay any tax
including any tax that may be levied in India on profits made by it in respect of this
Agreement.

17.1.3 The Contract Price shall not be adjusted for any change in duties, taxes etc. specified
in Clause 17.1.2 above, save and except as specified in Clauses 17.8 and 17.13.

17.1.4 The Contract Price shall not be adjusted to take account of any unforeseen difficulties
or costs, unless otherwise provided for in this Agreement.

17.1.5 Unless otherwise specified in this Agreement, the Contract Price covers all the
Contractor‟s obligations for the Works under this Agreement and all things necessary
for the Construction thereof and for the rectification of any Defects in the Railway
Project.

17.1.6 All payments under this Agreement shall be made in Indian Rupees.

17.2 Advance Payment

17.2.1 Upon receiving request from Contractor, the Authority shall make an advance
payment (the “Advance Payment”), upto 10% (ten percent)14 of the Contract Price,
for mobilisation expenses and for acquisition of equipment, which shall carry simple
interest at the rate of Bank Rate plus 5% per annum and shall be made in two
instalments of upto maximum 5% (five per cent) of the contract price each.

17.2.2 The Contractor may apply to the Authority for the first instalment of the Advance
Payment at any time after the Appointed Date, along with an irrevocable and
unconditional guarantee from a Bank for an amount equivalent to 110% (one hundred

14
For large value( Contract price not less than 500 cr.) and complex projects, the Advance Payment may be
increased from 10% (ten per cent) to upto 15% (fifteen per cent) of the Contract Price.

72
 and ten per cent) of such instalment, substantially in the form provided at Annex-III
of Schedule-F, to remain effective till the complete and full repayment thereof.

17.2.3 At any time, after 60 (sixty) days from the Appointed Date, the Contractor may apply
to the Authority for the second instalment of the Advance Payment along with an
irrevocable and unconditional guarantee from a Bank for an amount equivalent to
110% (one hundred and ten per cent) of such instalment, substantially in the form
provided at Annex-III of Schedule-F, to remain effective till the complete and full
repayment thereof along with proof of utilization of 1st instalment.

17.2.4 The instalments of Advance Payment shall generally be paid by the Authority to the
Contractor within 15 (fifteen) days of the receipt of its respective requests in
accordance with the provisions of this Clause 17.2.

17.2.5 The Advance Payment shall be recovered through proportionate deductions to be

made in the Interim Payments Certificates issued in accordance with the provisions of
Clause 17.5.2. Deductions of Advance Payment shall commence from the Interim
Payment Certificate in which the cumulative interim payments certified shall have
reached 50% (fifty percent) of the Contract Price. The total amount recovered in each
Interim Payment Certificate shall be equal to 30% (thirty per cent) of the amount of
interim payment due and payable under such Interim Payment Certificate, and
interest on the amount being recovered to be calculated from the date of disbursement
of the Advance Payment to the date of recovery until the entire Advance Payment
together with interest is recovered. For the avoidance of doubt, the Parties agree that
in the event the total payment specified in any Interim Payment Certificate exceeds
the limit of 50% (fifty per cent) of the Contract Price, the proportionate of recovery
hereunder shall be restricted to the amount exceeding 50% (fifty per cent) of the
Contract Price. By way of illustration, the Parties agree that if the first recovery of
say, Rupees „x‟ is made after 20 (twenty) months from the date of 1st (first)
instalment of the Advance Payment, the interest will be recovered on Rupees „x‟ for a
period of 20 (twenty) months; and when the next recovery is made in the following
month for say, Rupees „y‟, interest on Rupees „y‟ will be computed for a period of 21
(twenty one) months. The Parties further agree that no payments in excess of 90%
(ninety per cent) of the Contract Price shall be released until the Advance Payment,
including interest thereon, has been fully recovered.

17.2.6 If the Advance Payment has not been fully repaid prior to Termination under Clause
19.7 or Article 21, as the case may be, the whole of the balance then outstanding shall
immediately become due and payable by the Contractor to the Authority. In the event
of Termination due to Contractor‟s Default, the Advance Payment shall be deemed to
carry interest at an annual rate of 4% (four per cent) above the Bank Rate from the
date of Advance Payment to the date of recovery by encashment of bank guarantee
for the Advance Payment. For the avoidance of doubt, the aforesaid interest shall be
payable on each instalment of the Advance Payment, regardless of whether the
instalment or any part thereof has been repaid to the Authority prior to Termination.

17.3 Procedure for estimating the payment for the Works

73
17.3.1 The Authority shall make interim payments to the Contractor, as certified by the
Authority Engineer on completion of a Stage, for a length, number or area as
specified, and valued in accordance with the proportion of the Contract Price
assigned to each item and its stage and payment procedure in Schedule-G.

17.3.2 The Contractor shall base its claim for interim payment for the stages completed till
the end of the month for which the payment is claimed, valued in accordance with
Clause 17.3.1, supported with necessary particulars and documents in accordance
with this Agreement.

17.3.3 Any reduction in the Contract Price arising out of Change of Scope or the Works
withdrawn under Clause 8.3, as the case may be, shall not affect the amounts payable
for the items or stage payments thereof which are not affected by such Change of
Scope or withdrawal. For the avoidance of doubt and by way of illustration, the
Parties agree that if the amount assigned to Important Bridges and/or Major Bridges
is reduced from Rs.100 crore to Rs. 80 crore owing to Change of Scope or
withdrawal of Works, as the case may be, the reduction in payment shall be restricted
to the relevant payments for Important Bridges and/or Major Bridges and the
payment due in respect of all other stage payments under the item Important Bridges
and/or Major Bridges shall not be affected in any manner. The Parties further agree
that the adjustments arising out of the aforesaid modifications shall be carried out in a
manner that the impact of such modifications is restricted to the said Change of
Scope or withdrawal, as the case may be, and does not alter the payments due for and
in respect of items or stage payments which do not form part of such Change of
Scope or withdrawal.

17.4 Stage Payment Statement for Works

The Contractor shall submit a statement (the “Stage Payment Statement”), in 3

copies, by the 7th (seventh) day of a month to the Authority Engineer in the form
set forth in Schedule-M, showing the amount calculated in accordance with
Clause 17.3 to which the Contractor considers itself entitled for the completed
stage(s) of Works. The Stage Payment Statement shall be accompanied with the
progress reports and any other supporting documents. The Contractor shall not
submit any claim for payment of incomplete stages of work. In the event that
there is no claim for a month in accordance with the provisions of this Clause
17.4, the Contractor shall submit a nil claim to the Authority Engineer.

17.5 Stage Payment for Works

17.5a Monthly Maintenance Statement of the Project KAVACH

The Contractor shall submit to the Authority Engineer a monthly maintenance

statement (“Monthly Maintenance Statement”) in 3 (three) copies by the 7th (seventh)
day of each month in the format set forth in Schedule-M for the Maintenance of the
Project KAVACH during the previous month.

17.5b Payment for Maintenance of the Project KAVACH

(i) Within 15 (fifteen) days of receipt of the Monthly Maintenance Statement

from the Contractor pursuant to Clause 17.5a, the Authority Engineer shall

74
 verify the Contractor‟s monthly maintenance statement and certify the amount
to be paid to the Contractor taking into account:

(a) Compliance with the Maintenance Requirements; and

(b) reduction for non-compliance with the Maintenance Requirement in

accordance with Clause 17.5b.

The Authority Engineer shall deliver to the Authority an IPC approving or

amending the monthly maintenance statement to reflect the amount due to the
Contractor in accordance with this Agreement.

(ii) If the Maintenance Requirements set forth in Schedule-Q are not met,
reduction in payments shall be made in accordance with the provisions of
Schedule-R. The reductions for non-compliance with the Maintenance
Requirements shall be applied on the basis of monthly inspections by the
Authority Engineer.

(iii) The deduction made on account of non-compliance with the Maintenance

Requirements shall not be subsequently considered for payment after the
compliance is achieved by repair or rectification.

(iv) The monthly lump sum amount payable for Maintenance shall be 1/12th
(one- twelfth) of the annual cost of Maintenance as specified in Clause 15A.1.

(v) The Authority shall pay to the Contractor every quarter any amount due under
any IPC under this Clause 17.5b. The payment shall be made no later than 30
(thirty) days from the date of submission of the last IPC for the relevant
quarter.

17.5.1 Within 10 (ten) days of receipt of the Stage Payment Statement from the
Contractor pursuant to Clause 17.4, the Authority Engineer shall broadly determine the
amount due to the Contractor and recommend the release of 80 (eighty) percent of the
amount so determined as part payment against the Stage Payment Statement, pending
issue of the Interim Payment Certificate (IPC) by the Authority Engineer. Within 5 (five)
days of the receipt of recommendation of the Authority Engineer as above, the Authority
shall make electronic payment directly to the Contractor‟s bank account.

17.5.2 Within 20 (twenty) days of the receipt of the Stage Payment Statement referred to in
Clause 17.4, the Authority Engineer shall determine and shall deliver to the Authority
and the Contractor an IPC certifying the amount due and payable to the Contractor,
after adjusting the payments already released to the Contractor against the said
statement. For the avoidance of doubt, the Parties agree that the IPC shall specify all
the amounts that have been deducted from the Stage Payment Statement and the
reasons therefor.

17.5.3 In cases where there is a difference of opinion as to the value of any stage, the
opinion of the Authority Engineer shall prevail and interim payments shall be made

75
 to the Contractor on this basis; provided that the foregoing shall be without prejudice
to the Contractor‟s right to raise a Dispute.
17.5.4 The Authority Engineer may, for reasons to be recorded, withhold from payment:
(a) the estimated value of work or obligation that the Contractor has failed to
perform in accordance with this Agreement and in respect of which the
Authority Engineer had notified the Contractor; and
(b) the estimated cost of rectification of any Works which have not been
constructed in accordance with this Agreement.

17.5.5 Payment by the Authority shall not be deemed to indicate the Authority acceptance,
approval, consent or satisfaction with the work done.

17.5.6 In the event the amounts released by the Authority under Clause 17.5.1 exceed the
amount finally determined by the Authority Engineer pursuant to Clauses 17.5.2 to
17.5.4, the difference thereof shall be accounted for in the next IPC.

17.6 Payment of Damages

17.6.1 The Contractor as well as the Authority may claim Damages due and payable to it in
accordance with the provisions of this Agreement.

17.6.2 The Authority Engineer shall verify and check the claim and issue the IPC within 20
(twenty) days of the receipt of the claim under Clause 17.6.1, after making
adjustments in accordance with the provisions of this Agreement. The Authority shall
pay to the Contractor the amount due under such IPC within a period of 30 (thirty)
days from the date of the submission of the claim under this Clause 17.6. In the
event of the failure of the Authority to make payment to the Contractor within the
specified time, the Authority shall be liable to pay to the Contractor interest thereon
and the provisions of Clause 17.7 shall apply mutatis mutandis thereto.

17.7 Time of payment and interest

17.7.1 The Authority shall pay to the Contractor any amount due under any payment
certificate issued by the Authority Engineer in accordance with the provisions of this
Article 17, or in accordance with any other clause of this Agreement as follows:

(a) Payment shall be made no later than 30 (thirty) days from the date of
submission of the Stage Payment Statement by the Contractor to the
Authority Engineer for certification in accordance with the provisions of
Clause 17.4 for an IPC; provided, however, that in the event the IPC is not
issued by the Authority Engineer within the aforesaid period of 30 (thirty)
days, the Authority shall pay the amount shown in the Contractor‟s Stage
Payment Statement and any discrepancy therein shall be adjusted in the next
payment certificate; and

(b) payment shall be made no later than 30 (thirty) days from the date of
submission of the Final Payment Certificate for Works along with the
discharge submitted to the Authority Engineer for certification in accordance
with the provisions of Clause 17.12.

76
17.7.2 In the event of failure of the Authority to make payment to the Contractor within the
time period specified in this Clause 17.7, the Authority shall be liable to pay to the
Contractor interest at a rate equal to the Bank Rate plus 3%, calculated at quarterly
rests, on all sums remaining unpaid from the date by which the same should have
been paid, calculated in accordance with the provisions of Clause 17.7.1 (a) and (b)
and till the date of actual payment.

17.8 Price adjustment for Works

17.8.1 The amounts payable to the Contractor for Works shall be adjusted in accordance
with the provisions of this Clause 17.8.
17.8.2 Subject to the provisions of Clause 17.8.3, the amounts payable to the Contractor for
Works shall be adjusted in the IPC issued by the Authority Engineer for the increase
or decrease in the index cost of inputs for the works, by the addition or subtraction of
the amounts determined by the formulae specified in Clause 17.8.4.
17.8.3 To the extent that any compensation or reimbursement for increase or decrease in
costs to the Contractor is not covered by the provisions of this or other Clauses in this
Agreement, the costs and prices payable under this Agreement shall be deemed to
include the amounts required to cover the contingency of such other increase or
decrease of costs and prices.

17.8.4 The Contract Price shall be adjusted for increase or decrease in rates and prices of
labour, Materials, fuel and lubricants, equipment, Machinery, Plant and other
Materials or inputs in accordance with the principles, procedures andformulae
specified below:15

(a) Price adjustment shall be applied on completion of the specified stage of the
respective item of work in accordance with Schedule-G. The 1st Quarter will
start from Bid Due date month;

(b) Adjustment for each item of work/stage shall be made separately;

15
The following changes may be made for project specific cases:
(a) For project which includes both (i) civil and track works, and (ii) signalling and telecommunication
works, retain paragraphs (c), (d), (e), (f), (g) and (h); and delete paragraphs (i), (j) and (k) relating to
electrification works.
(b) For project for signalling and telecommunication works only, delete paragraphs (c), (d), (e) relating to
civil works and track works, renumber paragraphs (f), (g) and (h) as (c), (d) and (e) respectively; and
change reference to sub-paragraph (h) to sub-paragraph (e) in the renumbered paragraphs; and delete
paragraphs (i), (j) and (k) relating to electrification works.
(c) For electrification works only, delete paragraphs (c), (d), (e) relating to civil works and track work,
delete paragraphs (f), (g) and (h) relating to signalling and telecom works; renumber paragraphs (i), (j)
and (k) relating to electrification works as (c), (d) and (e) respectively; and also change reference to
sub-paragraph (k) to sub-paragraph (e) in the renumbered paragraphs.

(c) The following expressions and meanings are assigned to the value of the work
done for civil and track work:

EW = Value of work done for the completion of a stage under the item
earthwork;

77
 BRIMP = Value of work done for the completion of a stage under the item
Important Bridges;

BR = Value of work done for the completion of a stage under the items Major
Bridges, Minor Bridges, RCC box/pipe culverts, Flyovers, RUB, and ROB in
accordance with Schedule-G;

TRK = Value of work done for the completion of a stage under the itemTrack
Works;

TUNL = Value of work done for the completion of a stage under the items
Tunnel;

OEW = Value of work done for the completion of a stage under the item
Other Engineering Works;

INVCIV = Value of work done for under the item inventory;

INTGTESTCIV = Value of work done for the item integrated testing and
commissioning of the Railway Project.

(d) Price adjustment for change in costs of civil and track work shall be paid in
accordance with the following formula:

(i) VEW= 0.85 EW x [PLB x (LBi – LBo)/LBo + PC x (Ci – Co)/Co +

PF x (Fi –Fo)/Fo + PMACH x (MACHi – MACHo)/MACHo + POTH
x (OTHi - OTHo)/OTHo];

(ii) VBRIMP = 0.85 BRIMP x [PLB x (LBi – LBo)/LBo + PC x (Ci –

Co)/Co + PS x (Si – So)/So + PF x (Fi –Fo)/Fo + PMACH x (MACHi
– MACHo)/MACHo + POTH x (OTHi - OTHo)/OTHo];

(iii) VBR = 0.85 BR x [PLB x (LBi – LBo)/LBo + PC x (Ci – Co)/Co + PS

x (Si – So)/So + PF x (Fi – Fo)/Fo + PMACH x (MACHi –
MACHo)/MACHo + POTH x (OTHi - OTHo)/OTHo];

(iv) VTRK = 0.85 TRK x [PLB x (LBi – LBo)/LBo + PC x (Ci – Co)/Co +

PS x(Si – So)/So + PF x (Fi –Fo)/Fo + PMACH x (MACHi –
MACHo)/MACHo + POTH x (OTHi – OTHo)/OTHo + PR x (Ri -
Ro)/Ro];

(v) VTUNL = 0.85 TUNL x [PLB x (LBi – LBo)/LBo + PC x (Ci –

Co)/Co + PS x (Si – So)/So + PF x (Fi – Fo)/Fo + PMACH x (MACHi
– MACHo)/MACHo + POTH x (OTHi - OTHo)/OTHo + PXLP x
(XLPi – XLPo)/XLPo];

(vi) VOEW = 0.85 OEW x [PLB x (LBi – LBo)/LBo + PC x (Ci – Co)/Co

+ PS x(Si – So)/So + PF x (Fi – Fo)/Fo + PMACH x ((MACHi –
MACHo)/MACHo + POTH x (OTHi - OTHo)/OTHo];

(vii) VINVCIV = 0.85 INVCIV x [PR x (Ri – Ro)/Ro + POTH x (OTHi -

78
 OTHo)/OTHo]; and

(viii) VINTGTESTCIV = 0.85 INTGTESTCIV x [PLB x (LBi – LBo)/LBo

= POTH x (OTHi - OTHo)/OTHo];

Where

VEW = Increase or decrease in the cost of earthwork during the period under
consideration due to changes in the rates for relevant components as
specifiedin sub-paragraph (e);

VBRIMP = Increase or decrease in the cost of Important Bridgesduring the

period under consideration due to changes in the rates for relevant
components as specified in sub-paragraph (e);

VBR = Increase or decrease in the cost of Major Bridges, Minor Bridges,

Flyovers, RCC box/pipe culverts ROB/RUB) during the period under
consideration due to changes in the rates for relevant components as specified
in sub-paragraph (e);

VTRK = Increase or decrease in the cost of track works during the period
under consideration due to changes in the rates for relevant components as
specified in sub-paragraph (e);

VTUNL = Increase or decrease in the cost of tunnels during the period under
consideration due to changes in the rates for relevant components as specified
in sub-paragraph (e);

VOEW = Increase or decrease in the cost of Other Engineering Works during

the period under consideration due to changes in the rates for relevant
components as specified in sub-paragraph (e);

VINVCIV = Increase or decrease in the cost of inventory during the period

under consideration due to changes in the rates for relevant components as
specified in sub-paragraph (e);

VINTGTESTCIV = Increase or decrease in the cost of integrated testing and

commissioning during the period under consideration due to changes in the
rates for relevant components as specified in sub-paragraph (e);

PC, PF, PLB, PMACH, POTH, PR, PS and PXLP are the percentages of cement, fuel
and lubricants, labour, Plant Machinery and tools, other materials, rails, steel/
components (including strands and steel cables), and explosives respectively for the
relevant item as specified in sub-paragraph (e);

Co = The wholesale price index as published by the Ministry of Commerce and

Industry, Government of India (hereinafter called “WPI”) for sub-group Cement,
Lime & Plaster for the month of the Base Month;

Ci = The WPI for sub-group Cement, Lime & Plaster for the average price index of
the 3 months of the quarter under consideration;

79
Fo = The wholesale price index as published by the Ministry of Commerce and
Industry, Government of India (hereinafter called “WPI”) for group Fuel & Power
for the month of the Base Month

Fi = The WPI for group Fuel & Power for the average price index of the 3 months of
the quarter under consideration

LBo = The consumer price index for industrial workers – All India, published by
Labour Bureau, Ministry of Labour, Government of India, (hereinafter called “CPI”)
for the month of the Base Month;

LBi = The CPI for industrial workers – All India for the average price index of the 3
months of the quarter under consideration;

MACHo = The wholesale price index as published by the Ministry of Commerce and
Industry, Government of India (hereinafter called “WPI”) for category- k
“Manufacturing of Machinery for Mining, quarrying and construction‟ under (R)
Manufacturing of Machinery and Equipment for the month of the Base Month;

MACHi = The WPI for category- k “Manufacturing of Machinery for Mining,

quarrying and construction‟ under (R) Manufacturing of Machinery and Equipment
for the average price index of the 3 months of the quarter under consideration;

OTHo = The wholesale price index as published by the Ministry of Commerce and
Industry, Government of India (hereinafter called “WPI”) for all commodities for the
month of the Base Month;

OTHi = The WPI for all commodities for the average price index of the 3 months of
the quarter under consideration;

Ro = The Price for Rails (60kg) published by the Bhilai Plant of the Steel Authority
of India for the month of the Base Month;

Ri = The Price for Rails (60kg) published by the Bhilai Plant of the Steel Authority
of India for the month which is three months prior to the month to which the IPC
relates;

So : The rate provided by the Joint Plant Committee "for the relevant category of
steel item as mentioned in clause 17.8.4(A) as published for the month of the Base
Month:

Si : The average rate provided by the Joint Plant Committee for the relevant category
of steel item as mentioned in clause 17.8.4-A as published -for the 3 months of the
quarter under consideration

XLPo = The wholesale price index as published by the Ministry of Commerce and
Industry, Government of India (hereinafter called “WPI”) for explosives for the
month of the Base Month; and

XLPi = The WPI for explosives for the average price index of the 3 months of the
quarter under consideration.

80
81
 (e) The following percentages shall govern the price adjustment of the Contract Price:

Component Major Bridges/ Integrated

engineering
Earthwork
flyovers/ Minor testing and

Important

Inventory
works
Track

Tunnels
Bridges, CC commissioning

Bridges

works
Other
box/pipe culverts,
ROB/RUB
(1) (2) (3) (4) (5) (6) (7) (8)
Cement (PC) ***% ***% ***% ***% ***% ***% - -
Explosives - - - - ***% - - -
(PXLP)
Fuel and ***% ***% ***% ***% ***% ***% - -
lubricants (PF)
Labour (PLB) ***% ***% ***% ***% ***% ***% - ***%
Machinery ***% ***% ***% ***% ***% ***% -
and Plants
(PMACH)
Other ***% ***% ***% ***% ***% ***% ***% ***%
Materials
(POTH)
Rail (PR) - - - ***% - - ***% -
Steel - ***% ***% ***% ***% ***% - -
(PS)
Total 100% 100% 100% 100% 100% 100% 100% 100%
(f) The following expressions and meanings are assigned to the value of the work done for signalling and telecommunication works:

SIGWK = Value of signalling works for a stage payment of the item signalling works;

INVSIG = Value of inventory for signalling works for a stage payment of the item inventory for signalling works;

INTGTESTSIG = Value of integrated testing and commission for signalling works of the Railway Project;

COMWK= Value of telecommunication works for a stage payment of the item telecommunication works;

INVCOM = Value of inventory for telecommunication works for a stage payment of the item inventory for telecommunication works;
and

INTGTESTCOM = Value of integrated testing and commission for telecommunication works of the Railway Project.

(g) Price adjustment for changes in cost of signalling works and telecommunication works shall be paid in accordance with the following
formula:

(i) VSIGWK = 0.85 SIGWK x [PELEX x (ELEXi – ELEXo)/ ELEXo + POFC x (OFCi – OFCo)/OFCo + PLB x (LBi – LBo)/LBo
+ POTH x (OTHi - OTHo)/OTHo + S30C x (P30Ci – P30Co)/ P30Co + S24C x (P24Ci – P24Co)/ P24Co + S19C x (P19Ci –
P19Co)/ P19Co + S12C x (P12Ci – P12Co)/ P120Co + S9C x (P9Ci – P9Co)/ P9Co + S6C x (P6Ci – P6Co)/ P6Co + S4C x (P4Ci –
P4Co)/ P4Co + S2C x (P2Ci – P2Co)/ P2Co + S12C2.5 x (P12C2.5i – P12C2.5o)/ P12C2.5o + S2C2.5 x (P2C2.5i – P2C2.5o)/
P2C2.5o + S2C25 x (P2C25i – P2C25o)/ P2C25o + QC x (PQCi – PQCo)/ PQCo ;

(ii) VINVSIG = 0.85 SIGWK x [PELEX x (ELEXi – ELEXo)/ ELEXo + POTH x (OTHi - OTHo)/OTHo];

(iii) VINTGTESTSIG = 0.85 INTGTESTSIG x [PLB x (LBi – LBo)/LBo + POTH x (OTHi - OTHo)/OTHo];

(iv) VCOMWK = 0.85 COMWK x [PELEX x (ELEXi – ELEXo)/ ELEXo + POFC x (OFCi – OFCo)/OFCo + PLB x (LBi –
LBo)/LBo + POTH x (OTHi - OTHo)/OTHo + S30C x (P30Ci – P30Co)/ P30Co + S24C x (P24Ci – P24Co)/ P24Co + S19C x
 (P19Ci – P19Co)/ P19Co + S12C x (P12Ci – P12Co)/ P120Co + S9C x (P9Ci – P9Co)/ P9Co + S6C x (P6Ci – P6Co)/ P6Co + S4C x
(P4Ci – P4Co)/ P4Co + S2C x (P2Ci – P2Co)/ P2Co + S12C2.5 x (P12C2.5i – P12C2.5o)/ P12C2.5o + S2C2.5 x (P2C2.5i –
P2C2.5o)/ P2C2.5o + S2C25 x (P2C25i – P2C25o)/ P2C25o + QC x (PQCi – PQCo)/ PQCo+ PCEQP x (CEQPi –
CEQPo)/CEQPo];

(v) VINVCOM = 0.85 SIGWK x [PELEX x (ELEXi – ELEXo)/ ELEXo + PCEQP x (CEQPi – CEQPo)/CEQPo + POTH x (OTHi -
OTHo)/OTHo]; and

(vi) VINTGTESTCOM = 0.85 INTGTESTCOM x [PLB x (LBi – LBo)/LBo + POTH x (OTHi - OTHo)/OTHo].

Where

VSIGWK = Increase or decrease in the cost of signalling works during the period under consideration due to changes in the rates for
relevant components as specified in sub-paragraph (h);

VINVSIG = Increase or decrease in the cost of inventory for signalling during the period under consideration due to changes in the rates
for relevant components as specified in sub-paragraph (h);

VINTGTESTSIG = Increase or decrease in the cost of integrated testing and commissioning of signalling works of the Railway Project
during the period under consideration due to changes in the rates for relevant components as specified in sub-paragraph (h);

VCOMWK = Increase or decrease in the cost of communication works during the period under consideration due to changes in the rates
for relevant components as specified in sub-paragraph (h);

VINVCOM = Increase or decrease in the cost of inventory for telecommunications works during the period under consideration due to
changes in the rates for relevant components as specified in sub-paragraph (h);

VINTGTESTCOM = Increase or decrease in the cost of integrated testing and commissioning of telecommunication works of the
Railway Project during the period under consideration due to changes in the rates for relevant components as specified in sub-paragraph
(h);

84
PCEQP, PELEX, PIC, PLB, POFC, and POTH are the percentages of communication equipment, electronics, PVC insulated cables,
labour, optical fibre cables, and other materials respectively;

CEQPo = The wholesale price index as published by the Ministry of Commerce and Industry, Government of India (hereinafter called
“WPI”) for communication equipmentfor the month of the Base Month ;

CEQPi = The WPI for communication equipment for the average price index of the 3 months of the quarter under consideration;

ELEXo = The WPI for electronics for the month of the Base Month;

ELEXi = The WPI for electronics for the average price index of the 3 months of the quarter under consideration;

P30Ci = Price payable per Km as adjusted in accordance with price variation Clause for size 30C x 1.5 sq mm signalling cable
P30Co = Price per Km of cable as per purchase order/ Contract agreement.
S30C = Percentage of size 30C x 1.5 sq mm signalling cable shall govern the price adjustment of the contract price for signalling and
telecommunication works.
P24Ci = Price payable per Km as adjusted in accordance with price variation Clause for size 24C x 1.5 sq mm signalling cable
P24Co = Price per Km of cable as per purchase order/ Contract agreement.
S24C = Percentage of size 24C x 1.5 sq mm signalling cable shall govern the price adjustment of the contract price for signalling and
telecommunication works.
P19Ci = Price payable per Km as adjusted in accordance with price variation Clause for size 19C x 1.5 sq mm signalling cable
P19Co = Price per Km of cable as per purchase order/ Contract agreement.
S19C = Percentage of size 19C x 1.5 sq mm signalling cable shall govern the price adjustment of the contract price for signalling and
telecommunication works.
P12Ci = Price payable per Km as adjusted in accordance with price variation Clause for size 12C x 1.5 sq mm signalling cable
P12Co = Price per Km of cable as per purchase order/ Contract agreement.

85
S12C = Percentage of size 12C x 1.5 sq mm signalling cable shall govern the price adjustment of the contract price for signalling and
telecommunication works.
P9Ci = Price payable per Km as adjusted in accordance with price variation Clause for size 9C x 1.5 sq mm signalling cable
P9Co = Price per Km of cable as per purchase order/ Contract agreement.
S9C = Percentage of size 9C x 1.5 sq mm signalling cable shall govern the price adjustment of the contract price for signalling and
telecommunication works.
P6Ci = Price payable per Km as adjusted in accordance with price variation Clause for size 6C x 1.5 sq mm signalling cable
P6Co = Price per Km of cable as per purchase order/ Contract agreement.
S6C = Percentage of size 6C x 1.5 sq mm signalling cable shall govern the price adjustment of the contract price for signalling and
telecommunication works.
P4Ci = Price payable per Km as adjusted in accordance with price variation Clause for size 4C x 1.5 sq mm signalling cable
P4Co = Price per Km of cable as per purchase order/ Contract agreement.
S4C = Percentage of size 4C x 1.5 sq mm signalling cable shall govern the price adjustment of the contract price for signalling and
telecommunication works.
P2Ci = Price payable per Km as adjusted in accordance with price variation Clause for size 2C x 1.5 sq mm signalling cable
P2Co = Price per Km of cable as per purchase order/ Contract agreement.
S2C = Percentage of size 2C x 1.5 sq mm signalling cable shall govern the price adjustment of the contract price for signalling and
telecommunication works.
P12C2.5i = Price payable per Km as adjusted in accordance with price variation Clause for size 12C x 2.5 sq mm signalling cable
P12C2.5o = Price per Km of cable as per purchase order/ Contract agreement.
S12C2.5 = Percentage of size 12C x 2.5 sq mm signalling cable shall govern the price adjustment of the contract price for signalling and
telecommunication works.
P2C2.5i = Price payable per Km as adjusted in accordance with price variation Clause for size 2C x 2.5 sq mm signalling cable
P2C2.5o = Price per Km of cable as per purchase order/ Contract agreement.

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 S2C2.5 = Percentage of size 2C x 2.5 sq mm signalling cable shall govern the price adjustment of the contract price for signalling and
telecommunication works.
P2C25i = Price payable per Km as adjusted in accordance with price variation Clause for size 2C x 25 sq mm signalling cable
P2C25o = Price per Km of cable as per purchase order/ Contract agreement.
S2C25 = Percentage of size 2C x 25 sq mm signalling cable shall govern the price adjustment of the contract price for signalling and
telecommunication works.
PQCi = Price payable per Km as adjusted in accordance with price variation Clause for size 0.9mm dia, 6 Quad cable.
PQCo = Price per Km of cable as per purchase order/ Contract agreement.
QC = Percentage of size 0.9mm dia, 6 Quad cable shall govern the price.

LBo = The consumer price index for industrial workers – All India, published by Labour Bureau, Ministry of Labour, Government of
India, (hereinafter called “CPI”) for the month of the Base Month;

LBi = The CPI for industrial workers – All India for the average price index of the 3 months of the quarter under consideration;

OFCo = The WPI for fibre cables for the month of the Base Month;

OFCi = The WPI for fibre cables for the average price index of the 3 months of the quarter under consideration;

OTHo = The WPI for all commodities for the month of the Base Month; and

OTHi = The WPI for all commodities for the average price index of the 3 months of the quarter under consideration.

(h) The following percentages shall govern the price adjustment of the Contract Price for signalling and telecommunication works:

87
 Component Signalling Telecommunication

Integrated testing and

Integrated testing and

Signalling Inventory

Telecommunication

Telecommunication
Signalling Works

commissioning

commissioning
Inventory
Works
Electronics (PELEX) 45.95% - - - - -
Communication Equipment
- - - - - -
(PCEQP)

Optical Fiber Cable (POFC) 3.23% - - - - -

30C x 1.5 sq mm signalling

- - - - - -
cable
24C x 1.5 sq mm signalling
- - - - - -
cable (S24C)
19Cx 1.5 sq mm signalling
- - - - - -
cable (S19C)
12C x 1.5 sq mm signalling
0.05% - - - - -
cable (S12C)
9C x 1.5 sq mm signalling
- - - - - -
cable (S9C)

88
6C x 1.5 sq mm signalling
- - - - - -
cable (S6C)
4C x 1.5 sq mm signalling
- - - - - -
cable (S4C)
2C x 1.5 sq mm signalling
- - - - - -
cable (S2C)
12C x 2.5 sq mm signalling
- - - - - -
cable (S12C2.5)
2C x 2.5 sq mm signalling
- - - - - -
cable (S2C2.5)
2C x 25 sq mm signalling
- - - - - -
cable (S2C25)

0.9 mm dia, 6Quad cable (QC) - - - - - -

Labour (PLB) 24.40% - - - -

Other Materials 26.37% 100.00% - - - -
Total 100.00% 100.00%

(a) PRICE VARIATION FORMULA FOR SIGNALING & TELECOM CABLE

The price payable for signalling cables is variable as per Price Variation Formula given below:
For Signalling Copper Cables:
Pi= Po+CuF (Cu-Cuo) + CCFcu(CC-CCo) + FeF (Fe-Feo)

89
For Telecom Copper Cables For Jelly Filled, 0.9 mm dia, 6 quad cable
Pi= Po+CuF (Cu-Cuo) + AlFcu(Al-Alo) + CCFcu (CC-Cco) + FeF (Fe-Feo)

For Aluminium Power Cables:

Pi= Po+AlF (Al-Alo) + CCFAl(CC-CCo) + FeF (Fe-Feo)

Where,
Pi= Price payable per KM as adjusted in accordance with Price variation clause.
Po= Price per KM of cable as per Purchase order.
CuF= Variation factor for Copper
Cuo= Price of copper Rod in Rs. Per MT
CCFCu= Variation factor for PVC Compound for Copper Signalling & Telecom cable
CCo= Price of PVC Compound in Rs. Per MT
AlF= Variation factor for Aluminium
Alo= Price of EC grade LME Aluminium rods (Properzi rods) in Rs. Per MT.
CCFAl = Variation factor for PVC Compound for Aluminium power cable
FeF= Variation factor for Steel
Feo= Price of Steel for Armour (Flat strip 4 mm. x 0.8mm/ Round 1.4mm dia) in Rs. Per MT
(Prices per MT for Cuo, CCo, Feo, Alo as applicable on the 1st working day of the month, one month prior to the deadline for
submission of bids. The above prices and indices are as published by IEEMA vide circular reference no. IEEMA (PVC)
/CABLE --/--/-- one month prior to the deadline for submission of bids.)

Cu= Price of Copper Rod in Rs. Per MT.

CC= Price of PVC Compound in Rs. Per MT.
Fe= Price of Steel for Armouring (Flat strip 4mm x 0.8 mm/ Round 1.4mm dia) in Rs. Per MT.
Al = Price of EC grade LME Aluminium rods (Properzi rods) in Rs. Per MT.

90
 (Prices per MT for Cu, CC, Fe, Al as prevailing on 1stworking day of the calendar month covering the date One month prior
to the date of inspection call letter will be applicable for the calculation of updated price. The above prices and indices are as
published by IEEMA vide circular reference no. IEEMA (PVC) /CABLE --/--/-- one month prior to the date of inspection.)
The value of variation factors for copper, steel and PVC Compound are different for different sizes of signalling cables. Accordingly,
the PVC formula for some of the types of signalling cable is as given under:-
Underground Railway Signalling Cable unscreened and armoured copper conductor
(i) Size 30 C x 1.5 sq.mm.
P30Ci=P30Co+0.391(Cu-Cuo)+0.557(CC-CCo)+0.425(Fe-Feo)
For armouring, price of steel flat strip of size 4mmx0.8mm is to be taken into consideration.
(ii) Size 24C x 1.5 sq.mm
P24Ci= P24Co+0.313(Cu-Cuo)+ 0.481 (CC-CCo)+0.398(Fe-Feo)
For armouring, value of steel flat strip of size 4mmx0.8mm is to be taken into consideration.
(iii) Size 19C x 1.5 sq.mm
P19Ci= P19Co+0.248(Cu-Cuo) + 0.395(CC-CCo)+0.343(Fe-Feo)
For armouring, value of steel flat strip of size 4mmx0.8mm is to be taken into consideration.
(iv) Size 12C x 1.5 sq.mm
P12Ci=P12Co+0.157(Cu-Cuo) + 0.277(CC-CCu)+0.289(Fe-Feo)
For armouring, value of steel wire size 1.4mm dia is to be taken into consideration.
(v) Size 9C x 1.5 sq.mm
P9Ci= P9Co+0.117(Cu-Cuo)+0.241(CC-CCu)+0.383(Fe-Feo)
For armouring, value of steel wire size 1.4mm dia is to be taken into consideration.
(vi) Size 6Cx 1.5 sq.mm
P6Ci= P6Co+0.078(Cu-Cuo)+0.199(CC-CCu)+0.329(Fe-Feo)
For armouring, value of steel wire size 1.4mm dia is to be taken into consideration.
(vii) Size 4Cx1.5 sq.mm
P4Ci=P4Co+0.052(Cu-Cuo)+0.152(CC-CCo)+0.277(Fe-Feo)

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 For armouring, value of steel wire size 1.4mm dia is to be taken into consideration.
(viii) Size 2C x 4 sq.mm(multistrand)
P2Ci= P2Co+0.073(Cu-Cuo)+0.156(CC-CCo)+0.3(Fe-Feo)
For armouring, value of steel wire size 1.4mm dia is to be taken into consideration.
(ix) Size 12C x 2.5 sq.mm
P12C2.5i= P12C2.5o+0.282 (Cu-Cuo)+0.371 (CC-CCo)+0.342 (Fe-Feo)
For armouring, value of steel flat strip of size 4mmx0.8mm is to be taken into consideration.
(x) Size 2C x 2.5 sq.mm
P2C2.5i= P2C2.5o+0.047 (Cu-Cuo)+0.139 (CC-CCo)+0.277 (Fe-Feo)
For armouring, value of steel wire size 1.4mm dia is to be taken into consideration.
(xi) Size 2C x 25 sq.mm PVC insulated, armoured, Aluminium power cable
P2C25i= P2C25o+0.146 (Al-Alo)+0.303 (CC-CCo)+0.306 (Fe-Feo)
For armouring, value of steel flat strip of size 4mmx0.8mm is to be taken into consideration.
(xii) For Jelly filled, 0.9mm dia, 6 quad cable
PQCi = PQCo + 0.135 (Al-Alo) + 0.139 (Cu-Cuo) + 0.515 (CC-Cco) + 0.693 (Fe-Feo).
For PVC Compound Grade CW-22, is to be taken into consideration.

(i) The following expressions and meanings are assigned to the value of the work done for electrification works:

OHE = Value of work done for the completion of a stage under the item Overhead Equipment Work;
SP = Value of work done for the completion of a stage under the item Switching Posts;
TRANSBOO = Value of work done for the completion of a stage under the item Booster Transformer;
TRANSAUX = Value of work done for the completion of a stage under the item Auxiliary Transformer;
TSS = Value of work done for the completion of a stage under the item Traction Sub Station;

92
TLOH = Value of work done for the completion of a stage under the item High Voltage Transmission Line Overhead including
monopole;
TLUG = Value of work done for the completion of a stage under the item Underground High Tension Cable Transmission Line;
BAY = Value of work done for the completion of a stage under the item Bay Augmentation work at Grid Sub-Station/Terminal
arrangement at TSS;
SCADA = Value of work done for the completion of a stage under the item SCADA;
ELEGWK = Value of work done for the completion of a stage under the item various electrical general services works;
MODHTPWRLINE = Value of work done for the completion of a stage under the item modification of HT power lines and crossings
(raising of height);
MODHTLTOUG = Value of work done for the completion of a stage under the item modification of HT power lines and crossings to
underground (replacement by underground cabling);
MODLTLTOUG = Value of work done for the completion of a stage under the item modification of LT power lines and crossings to
under ground (replacement by underground cabling);
EXTNLTPWRSPLY = Value of work done for the completion of a stage under the item extension/augmentation of power supply for
CLS work;
EXTNPWRSUPLY = Value of work done for the completion of a stage under the item extension/augmentation of general power supply;
MODELETRICAL = Value of work done for the completion of a stage under the item modification to existing electrical works;
INVELECTRICAL = Value of work done for the completion of a stage under the item inventory electrical;
SIGMOD = Value of work done for the completion of a stage under the item Signalling System Modification;
INVSIG = Value of work done for the completion of a stage under the item signalling inventory;
TESTSIG = Value of work done for the completion of a stage under the item integrated testing and commissioning;
COMMOD = Value of work done for the completion of a stage under the item Telecommunications modifications;

93
 INVCOM = Value of work done for the completion of a stage under the item telecommunication inventory;
TESTCOM = Value of work done for the completion of a stage under the item integrated testing and commissioning; and
CIVENG = Value of work done for the completion of a stage under the item Civil Engineering works.
(j) Price adjustment for changes in cost for electrification works shall be paid in accordance with the following formula:
(i) VOHE = 0.85 OHE x [PLB x (LBi – LBo)/LBo + PC x (Ci – Co)/Co + PSST x (SSTi – SSTo)/SSTo + PCU x (CUi – CUo)/CUo
+ PINS x (INSi – INSo)/ INSo];
(ii) VSP = 0.85 SP x [PLB x (LBi – LBo)/LBo + PC x (Ci – Co)/ Co + PSWGR x (SWGRi – SWGRo)/SWGRo];
(iii) VTRANSBOO = 0.85 TRANSBOO x [PLB x (LBi – LBo)/LBo + PSST x (SSTi – SSTo)/SSTo + PTR x (TRi – TRo)/TRo];
(iv) VTRANSAUX = 0.85 TRANSAUX x [PLB x (LBi – LBo)/LBo + PSST x (SSTi – SSTo)/SSTo + PTR x (TRi – TRo)/TRo];
(v) VTSS = 0.85 TSS x [PLB x (LBi – LBo)/LBo + PTR (TRi – TRo)/TRo + PC x (Ci – Co)/ Co + PSST x (SSTi – SSTo)/SSTo +
PSWGR x (SWGRi – SWGRo)/SWGRo];
(vi) VTLOH = 0.85 TLOH x [PLB x (LBi – LBo)/LBo + PSST x (SSTi – SSTo)/SSTo + PCOND x (CONDi – CONDo)/CONDo +
PC x (Ci – Co)/ Co + PINS x (INSi – INSo)/ INSo + POTH x (OTHi – OTHo)OTHo];
(vii) VTLUG = 0.85 TLUG x [PLB x (LBi – LBo)/LBo + PPC x (PCi – PCo)/PCo];
(viii) VBAY = 0.85 BAY x [PLB x (LBi – LBo)/LBo + PSST x (SSTi – SSTo)/SSTo + PC x (Ci – Co)/ Co + PCU x (CUi –
CUo)/CUo];
(ix) VSCADA = 0.85 SCADA x [PLB x (LBi – LBo)/LBo + PELEX x (ELEXi – ELEXo)/ELEXo];
(x) VELEGWK = 0.85 ELEGW x [PLB x (LBi – LBo)/LBo + POTH x (OTHi – OTHo)OTHo];
(xi) VMODHTPWRLINE = 0.8netODHTPWRLINE x [PLB x (LBi – LBo)/LBo +PSST x (SSTi – SSTo)/SSTo + POTH x (OTHi –
OTHo)/OTHo];
(xii) VMODHTLTOUG = x0.85 MODHTLTOUG x [PLB x (LBi – LBo)/LBo + PPC x (PCi – PCo)/PCo + POTH x (OTHi –
OTHo)/OTHo];

94
(xiii) VMODLTLTOUG = 0.85 MODLTLTOUG x [PLB x (LBi – LBo)/LBo + PPC x (PCi – PCo)/PCo + POTH x (OTHi –
OTHo)/OTHo];
(xiv) VEXTNLTPWRSPLY = 0.85 EXTNLTPWRSPLY x [PLB x (LBi – LBo)/LBo + POTH x (OTHi – OTHo)/OTHo];
(xv) VEXTNPWRSUPLY = 0.85 EXTNPWRSUPLY x [PLB x (LBi – LBo)/LBo + POTH x (OTHi – OTHo)OTHo];
(xvi) VMODELETRICAL = 0.85 MODELETRICAL x [PLB x (LBi – LBo)/LBo + POTH x (OTHi – OTHo)/OTHo];
(xvii) INVELECTRICAL = 0.85 INVELECTRICAL x [POTH x (OTHi – OTHo)/OTHo];
(xviii) VSIGMOD = 0.85 SIGMOD x [PLB x (LBi – LBo)/LBo + PELEX x (ELEXi – ELEXo)/ELEXo + PPC x (PCi – PCo)/PCo
+POTH x (OTHi – OTHo)/OTHo];
(xix) VINVSIG = 0.85 INVSIG x [POTH x (OTHi – OTHo)/OTHo];
(xx) VTESTSIG = 0.85 TESTSIG x [PLB x (LBi – LBo)/LBo + POTH x (OTHi – OTHo)/OTHo];
(xxi) VCOMMOD = 0.85 COMMOD x [PLB x (LBi – LBo)/LBo + PELEX x (ELEXi – ELEXo)/ELEXo + POFC x (OFCi –
OFCo)/OFCo];
(xxii) VINVCOM = 0.85 INVCOM x [POTH x (OTHi – OTHo)/OTHo];
(xxiii) VTESTCOM = 0.85 TESTCOM x [PLB x (LBi – LBo)/LBo + POTH x (OTHi – OTHo)/OTHo]; and
(xxiv) VCIVENG = 0.85 x VCIVENG x [PLB x (LBi – LBo)/LBo + PS x (Si – So)/So + PC x (Ci – Co)/ Co + POTH x (OTHi –
OTHo)/ OTHo].
Where
VOHE = Increase or decrease in the cost of Over Head Equipment and other related works during the period under consideration due to
changes in the rates for relevant components as specified in sub-paragraph (k);
VSP = Increase or decrease in the cost of Switch Post and other related works during the period under consideration due to changes in the
rates for relevant components as specified in sub-paragraph (k);
VTRANSBOO = Increase or decrease in the cost of booster transformer and other related works during the period under consideration
due to changes in the rates for relevant components as specified in sub-paragraph (k);

95
VTRANSAUX = Increase or decrease in the cost of auxiliary transformer and other related works during the period under consideration
due to changes in the rates for relevant components as specified in sub-paragraph (k);
VTSS = Increase or decrease in the cost of Traction Sub-Station and other related works during the period under consideration due to
changes in the rates for relevant components as specified in sub-paragraph (k);
VTLOH = Increase or decrease in the cost of overhead transmission line and related works during the period under consideration due to
changes in the rates for relevant components as specified in sub-paragraph (k);
VTLUG = Increase or decrease in the cost of underground high voltage transmission line and related works during the period under
consideration due to changes in the rates for relevant components as specified in sub-paragraph (k);
VBAY = Increase or decrease in the cost of bay augmentation work at grid sub-station/ terminal arrangement at TSS and related works
during the period under consideration due to changes in the rates for relevant components as specified in sub-paragraph (k);
VSCADA = Increase or decrease in the cost of SCADA and related works during the period under consideration due to changes in the
rates for relevant components as specified in sub-paragraph (k);
VELEGWK = Increase or decrease in the cost of various electrical general services works and related works during the period under
consideration due to changes in the rates for relevant components as specified in sub-paragraph (k);
VMODHTPWRLINE = Increase or decrease in the cost of modification of HT power lines and crossings (raising of height) and related
works during the period under consideration due to changes in the rates for relevant components as specified in sub-paragraph (k);
VMODHTLTOUG = Increase or decrease in the cost of modification of HT power lines and crossings to under ground (replacement by
underground cabling) and related works during the period under consideration due to changes in the rates for relevant components as
specified in sub-paragraph (k);
VMODLTLTOUG = Increase or decrease in the cost of modification of LT power lines and crossings to under ground (replacement by
underground cabling) and related works during the period under consideration due to changes in the rates for relevant components as
specified in sub-paragraph (k);
VEXTNLTPWRSPLY = Increase or decrease in the cost of extension/augmentation of power supply for CLS work and related works
during the period under consideration due to changes in the rates for relevant components as specified in sub-paragraph (k);

96
VEXTNPWRSUPLY = Increase or decrease in the cost of extension/augmentation of general power supply and related works during the
period under consideration due to changes in the rates for relevant components as specified in sub-paragraph (k);
VMODELETRICAL = Increase or decrease in the cost of modification to existing electrical works and related works during the period
under consideration due to changes in the rates for relevant components as specified in sub-paragraph (k);
VINVELECTRICAL = Increase or decrease in the cost of inventory electrical during the period under consideration due to changes in
the rates for relevant components as specified in sub-paragraph (k);
VSIGMOD = Increase or decrease in the cost of signalling system modification and related works during the period under consideration
due to changes in the rates for relevant components as specified in sub-paragraph (k);
VINVSIG = Increase or decrease in the cost of signalling inventory during the period under consideration due to changes in the rates for
relevant components as specified in sub-paragraph (k);
VTESTSIG = Increase or decrease in the cost of SCADE and related works during the period under consideration due to changes in the
rates for relevant components as specified in sub-paragraph (k);
VCOMMOD = Increase or decrease in the cost of communication and related works during the period under consideration due to
changes in the rates for relevant components as specified in sub-paragraph (k);
VINVCOM = Increase or decrease in the cost of telecommunication inventory during the period under consideration due to changes in
the rates for relevant components as specified in sub-paragraph (k);
VTESTCOM = Increase or decrease in the cost of integrated testing and commissioning and related works during the period under
consideration due to changes in the rates for relevant components as specified in sub-paragraph (k);
VCIVENG = Increase or decrease in the cost of civil engineering and related works during the period under consideration due to changes
in the rates for relevant components as specified in sub-paragraph (k);
PC, PCOND, PCU, PELEX, PINS, PLB, POFC, PSWGR, , PPC, and PSST are the percentages of cement, conductor, copper wire,
electronic items, insulators, labour, fibre optic cables, electrical switch gears, PVC insulated cable and structural steelrespectively for the
relevant item as specified in sub-paragraph (k);

97
Co = The wholesale price index as published by the Ministry of Commerce & Industry, Government of India (hereinafter called “WPI”)
for cement, lime, plasterfor the month of the Base Month;
Ci = The WPI for cement, lime, plaster for the average price index of the 3 months of the quarter under consideration;
CONDo = Aluminium LME SELLER Settlement Price including Premium for AL Ingots and Customs duty published by
IEEMA for the month of the Base Month;
CONDi = Aluminium LME SELLER Settlement Price including Premium for AL Ingots and Customs duty published by IEEMA
for the average price index of the 3 months of the quarter under consideration;
CUo = Copper: (Cu) Price of copper wire rod published by IEEMA for the month of the Base Month;
CUi= Copper: (Cu) Price of copper wire rod published by IEEMA for the average price index of the 3 months of the quarter under
consideration;
ELEXo = The WPI for Manufacture OF Electronic Components for the month of the Base Month;
ELEXi = The WPI for Manufacture OF Electronic Components for the average price index of the 3 months of the quarter under
consideration;
INSo = The WPI for insulators for the month of the Base Month;
INSi = The WPI for insulators for the average price index of the 3 months of the quarter under consideration;

LBo = The consumer price index for industrial workers – All India, published by Labour Bureau, Ministry of Labour, Government of
India, (hereinafter called “CPI”) for the month of the Base Month;

LBi = The CPI for industrial workers – All India for the average price index of the 3 months of the quarter under consideration
OFCo = The WPI for optical fibre cables for the month of the Base Month;
OFCi = The WPI for optical fibre cables for the average price index of the 3 months of the quarter under consideration;
OTHo = The WPI for all commodities for the month of the Base Month;
OTHi = The WPI for all commodities for the average price index of the 3 months of the quarter under consideration;

98
PCo = The WPI for PVC insulated cable for the month of the Base Month;
PCi = The WPI for PVC insulated cable for the average price index of the 3 months of the quarter under consideration;
So = The WPI for steel (rods) for the month of the Base Month;
Si = The WPI for steel (rods) for the average price index of the 3 months of the quarter under consideration;
SSTo = Price for BLOOMS-Retail (SBLR) 150mmx150mm published by IEEMA for the month of the Base Month;
SSTi = Price for BLOOMS-Retail (SBLR) 150mmx150mm published by IEEMA for the average price index of the 3 months of the
quarter under consideration;
SWGRo = The WPI for MANUFACTURE OF ELECTRICAL EQUIPMENT for the month of the Base Month;
SWGRi = The WPI for MANUFACTURE OF ELECTRICAL EQUIPMENT for the average price index of the 3 months of the
quarter under consideration;
TRo = The WPI for transformers for the month of the Base Month; and
TRi = The WPI for transformers for the average price index of the 3 months of the quarter under consideration.

P30Ci = Price payable per Km as adjusted in accordance with price variation Clause for size 30C x 1.5 sq mm signalling cable
P30Co = Price per Km of cable as per purchase order/ Contract agreement.
S30C = Percentage of size 30C x 1.5 sq mm signalling cable shall govern the price adjustment of the contract price for signalling and
telecommunication works.
P24Ci = Price payable per Km as adjusted in accordance with price variation Clause for size 24C x 1.5 sq mm signalling cable
P24Co = Price per Km of cable as per purchase order/ Contract agreement.
S24C = Percentage of size 24C x 1.5 sq mm signalling cable shall govern the price adjustment of the contract price for signalling and
telecommunication works.
P19Ci = Price payable per Km as adjusted in accordance with price variation Clause for size 19C x 1.5 sq mm signalling cable

99
P19Co = Price per Km of cable as per purchase order/ Contract agreement.
S19C = Percentage of size 19C x 1.5 sq mm signalling cable shall govern the price adjustment of the contract price for signalling and
telecommunication works.
P12Ci = Price payable per Km as adjusted in accordance with price variation Clause for size 12C x 1.5 sq mm signalling cable
P12Co = Price per Km of cable as per purchase order/ Contract agreement.
S12C = Percentage of size 12C x 1.5 sq mm signalling cable shall govern the price adjustment of the contract price for signalling and
telecommunication works.
P9Ci = Price payable per Km as adjusted in accordance with price variation Clause for size 9C x 1.5 sq mm signalling cable
P9Co = Price per Km of cable as per purchase order/ Contract agreement.
S9C = Percentage of size 9C x 1.5 sq mm signalling cable shall govern the price adjustment of the contract price for signalling and
telecommunication works.
P6Ci = Price payable per Km as adjusted in accordance with price variation Clause for size 6C x 1.5 sq mm signalling cable
P6Co = Price per Km of cable as per purchase order/ Contract agreement.
S6C = Percentage of size 6C x 1.5 sq mm signalling cable shall govern the price adjustment of the contract price for signalling and
telecommunication works.
P4Ci = Price payable per Km as adjusted in accordance with price variation Clause for size 4C x 1.5 sq mm signalling cable
P4Co = Price per Km of cable as per purchase order/ Contract agreement.
S4C = Percentage of size 4C x 1.5 sq mm signalling cable shall govern the price adjustment of the contract price for signalling and
telecommunication works.
P2Ci = Price payable per Km as adjusted in accordance with price variation Clause for size 2C x 1.5 sq mm signalling cable
P2Co = Price per Km of cable as per purchase order/ Contract agreement.
S2C = Percentage of size 2C x 1.5 sq mm signalling cable shall govern the price adjustment of the contract price for signalling and
telecommunication works.
P12C2.5i = Price payable per Km as adjusted in accordance with price variation Clause for size 12C x 2.5 sq mm signalling cable
P12C2.5o = Price per Km of cable as per purchase order/ Contract agreement.

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 S12C2.5 = Percentage of size 12C x 2.5 sq mm signalling cable shall govern the price adjustment of the contract price for signalling and
telecommunication works.
P2C2.5i = Price payable per Km as adjusted in accordance with price variation Clause for size 2C x 2.5 sq mm signalling cable
P2C2.5o = Price per Km of cable as per purchase order/ Contract agreement.
S2C2.5 = Percentage of size 2C x 2.5 sq mm signalling cable shall govern the price adjustment of the contract price for signalling and
telecommunication works.
P2C25i = Price payable per Km as adjusted in accordance with price variation Clause for size 2C x 25 sq mm signalling cable
P2C25o = Price per Km of cable as per purchase order/ Contract agreement.
S2C25 = Percentage of size 2C x 25 sq mm signalling cable shall govern the price adjustment of the contract price for signalling and
telecommunication works.
PQCi = Price payable per Km as adjusted in accordance with price variation Clause for size 0.9mm dia, 6 Quad cable.
PQCo = Price per Km of cable as per purchase order/ Contract agreement.
QC = Percentage of size 0.9mm dia, 6 Quad cable shall govern the price

k) The following percentages shall govern the price adjustment of the Contract Price for electrification works:

(i) For OHE, TSS, SP, Booster Transformer stations, Auxiliary transformer stations:

Component Over Head Equipment except Switch Posts Booster Tracking sub stations except Auxiliary OHE other works,
other work except Transformer Commissioning and charging transformer commissioning and
commissionin Station stations charging of TSS, SP,
Foundation, mast Stringing of g and Transformers All works Booster
erection, bracket, catenary charging, except trans- Transformer
erection, and contact formers stations, auxiliary

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 insulators wire transformer stations

Labour (PLB) ***% ***% ***% ***% ***% ***% ***% 100%

Cement (PC) ***% - ***% - - ***% - -

Structural ***% - - ***% - ***% ***% -

steel (PSST)

Insulators ***% - - - - - - -
(PINS)

Copper wire - ***% - - - - - -

(PCU)

Transformer _ - - ***% ***% ***% -

(PTR)

Electrical - - ***% - - ***% - -

Switch Gear
(PSWGR)

Total 100% 100% 100% 100% 100% 100% 100% 100%

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(ii) For transmission lines overhead, underground high tension cable transmission line, bay augmentation work at Grid Sub-station etc., various
electrical general services works and modification of HT power lines and crossings (raising of height):

Component Transmission lines Underground high Bay augmentation Various Modification of Commissioning of
overhead including tension cable work at grid sub- electrical HT power lines transmission lines overhead,
monopole except transmission line station/ terminal underground high tension
commissioning except arrangement at general and crossings cable transmission line, bay
commissioning TSS services (raising of augmentation work.
works height)
Labour (PLB) ***% ***% ***% ***% ***% 100%

Structural steel ***% - ***% - ***% -

Cement (PC) ***% - ***% - - -

Conductor ***% - -
(PCOND)

PVC Insulated - ***% - - - -

Cable (PIC)

Copper wire - - ***% - - -

(PCU)

Insulators ***% - - - - -
(PINS)

Other items ***% - - ***% ***% -

(POTH)

Total 100% 100% 100% 100% 100% 100%

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 (iii) For SCADA, modification of HT power lines and crossings to under ground (replacement by underground cabling), modification of LT
power lines and crossings to under ground (replacement by underground cabling except commissioning, Extension/augmentation of power
supply for CLS work, extension/augmentation of general power supply, modification to existing electrical works:

Component SCADA except Modification of HT Modification of LT Extension/ Extension/ Modification to Commissioning of

com-missioning for power lines and power lines and augmentation of augmentation of existing electrical SCADA,
the Division crossings to under crossings to under power supply for general power works Modification of HT
ground ground CLS work except supply power lines,
(replacement by (replacement by commissioning Modification of LT
underground underground power lines, and
cabling) except cabling except Extension/
commissioning commissioning augmentation of
power supply for
CLS work

Labour (PLB) ***% ***% ***% ***% ***% ***% 100%

Electronics **% - - - - - -
(PELEX)

PVC Insulated - ***% ***% * * * -

Cable (PIC)

Fibre Cable - - - - - - -
(POFC)

All other ***% ***% ***% ***% ***% ***% -

commodities
(POTH)

Total 100% 100% 100% 100% 100% 100% 100%

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 (iv) For modification of signalling works, modification of telecommunications
works, inventory for electrification. Signalling and telecommunication works; and
integrated testing and commissioning of the electrification, signalling and
telecommunication works:
Component Modification Modification of Inventory for Integrated testing
of signalling telecommunications electrification. and
works works signalling and commissioning of
telecommunication electrification.
works signalling and
telecommunication
works
Labour ***% ***% -
(PLB)
Electronics ***% ***% -
(PELEX)
30C x 1.5 - -
sq mm
***% ***%
signalling
cable(S30C)
24C x 1.5 - -
sq mm
signalling ***% ***%
cable
(S24C)
19Cx 1.5 sq - -
mm
signalling ***% ***%
cable
(S19C)
12C x 1.5 - -
sq mm
signalling ***% ***%
cable
(S12C)
9C x 1.5 sq - -
mm
***% ***%
signalling
cable (S9C)
6C x 1.5 sq - -
mm
***% ***%
signalling
cable (S6C)
4C x 1.5 sq - -
mm
***% ***%
signalling
cable (S4C)
2C x 1.5 sq - -
mm
***% ***%
signalling
cable (S2C)
12C x 2.5 - -
***% ***%
sq mm

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signalling
cable
(S12C2.5)
2C x 2.5 sq - -
mm
signalling ***% ***%
cable
(S2C2.5)
2C x 25 sq - -
mm
signalling ***% ***%
cable
(S2C25)
0.9 mm dia, - -
6Quad ***% ***%
cable (QC)
Fibre Cable ***% ***% - -
(POFC)
All other ***% ***% ***% ***%
commodities
(POTH)

Total 100% 100% 100% 100%

(v) For Civil Engineering Works:

Classification

9C6D,
1B, 3B, 4B, 5B,

9B5C,
S

5E, 6E,
N
4D,&5D,
3C,&4C,
1A, 2 & 3A

4E,9D

8E & 9E
3D, 8C
1C,8B

8D &
Components
6C,

3E,
4A

5A

6A

8A

9A

6B
7

1 Fixed * 15 15 15 15 15 15 15 15 15 15 15

2 Labour Lc 20 25 30 20 50 20 20 0 0 10 25

3 Steel Sc 0 0 0 0 0 0 0 85 0 50 0

4 Cement Cc 0 0 15 0 0 0 0 0 85 0 0

5 Plant
Machinery
PMc 30 15 5 20 15 20 30 0 0 10 30
& Spares

6 Fuel & Fc 25 15 5 15 15 20 15 0 0 10 20

Lubricants

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 7 Other Mc 10 15 30 30 5 25 20 0 0 5 10

Materials

8 Detonators &

Explosive Ec 0 15 0 0 0 0 0 0 0 0 0

Total 100 100 100 100 100 100 100 100 100 100 100

Building Works
5A All Item(s) excluding 5B or/and
5C or/and 5D or/and 5E 5B Item(s)
for supply of Steel
5C Item(s) for supply of Cement
5D Item(s) for Fabrication & Erection of Structures including
supply of Steel 5E Item(s) for Fabrication & Erection of
Structures excluding supply of Steel.
17.8.4 (A) (1) Relevant categories of steel for the purpose of operating Price
Variation formula as mentioned In this Clause shall be as under:

SL Classification Rates to be used for calculating So or Sb

1. Reinforcement bars Average of per tonne rates of 10mm dia TMT & 25mm dia
and others rounds TMT; confirming ISI786;Fe 500

2. All types and sizes Average of per tonne rates of „Angles 75x75x6mm; Mild Steel
of angles, channels Plate 10mm thickness and Channel 150x75mm; confirming
and joists IS2062, E250 Gr “A”

3. All types and sizes Average of per tonne rates of MS Plates 10mm thickness and
of plates 25mm thickness; confirming IS2062, E250 Gr "A"

4. Any other section of Average of price for the 3 categories covered under SL 1, 2 & 3
steel not covered in in this table.
the above categories

17.8.4-A (2) Relevant city for referring "JPC (Joint Plant Committee) "rates of steel
items (SO /SB) in different Zonal Railways shall be as under :

SL City Railway

1. Delhi Northern, North, Central, North Eastern, North Western

2. Kolkata Eastern, East Central, East Coast, Northeast Frontier, South

Eastern, Southeast Central

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 3. Mumbai Central, Western, West Central

4. Chennai Southern, South Central & South Western

17.8.5 In case an IPC relates to a month which is within 3 (three) months from the
Base Month, no price adjustment shall be applicable.

17.9 Restrictions on price adjustment

Price adjustment shall be due and payable only in respect of the stages of
Works for which the Stage Payment Statement has been submitted by the
Contractor no later than 30 (thirty) days from the date of the applicable
Project Milestone or the Scheduled Completion Date, as the case may be,
including any Time Extension granted therefor in accordance with the
provisions of this Agreement. For the avoidance of doubt, in the event of
submission of any Stage Payment Statement after the period specified herein,
price adjustment shall be applicable only until the date of the respective
Project Milestone or the Scheduled Completion Date, as the case may be.

17.9a Price adjustment for Maintenance of Project KAVACH

Lump sum payment for Maintenance shall be adjusted every quarter for
changes in rates and prices of various inputs in accordance with the formula
given below:

V= P x (Wi −W0)/W0

Where

V = Increase or decrease in the quarterly lump sum payment

P = Quarterly lump sum payment due to the Contractor after adjusting any
reduction in payment for non-compliance of the Maintenance Requirements

W0 = The wholesale price index (all commodities) for the month of the Base
Date.

Wi = The wholesale price index (all commodities) for the first day of the
quarter under consideration for determining the price adjustment

17.10 Final Payment Statement

17.10.1 Within 60 (sixty) days of receiving the Completion Certificate under Clause
12.4, the Contractor shall submit to the Authority Engineer six copies of a
final payment statement (the “Final Payment Statement”), with supporting
documents, in the form prescribed by the Authority Engineer:

(a) the summary of Contractor‟s Stage Payment Statements for Works as

submitted in accordance with Clause 17.4;

(b) the amounts received from the Authority against each claim; and

108
 (c) any further sums which the Contractor considers due to it from the
Authority.

If the Authority Engineer disagrees with or cannot verify any part of the
Final Payment Statement, the Contractor shall submit such further
information as the Authority Engineer may reasonably require. The
Authority Engineer shall deliver to the Authority:

(i) an IPC for those parts of the Final Payment Statement which are not
in dispute, along with a list of disputed items which shall then be
settled in accordance with the provisions of Article 24; or

(ii) a Final Payment Certificate in accordance with Clause 17.15, if there

are no disputed items.

17.10.2If the Authority Engineer does not prescribe the form referred to in Clause
17.10.1 within 7 (Seven) days of the date of issue of the Completion
Certificate, the Contractor shall submit the statement in such form as it
deems fit.

17.11 Discharge

Upon submission of the Final Payment Statement under Clause 17.10, the
Contractor shall give to the Authority, with a copy to the Authority Engineer,
a written discharge confirming that the total of the Final Payment Statement
represents full and final settlement of all monies due to the Contractor in
respect of this Agreement for all the Works arising out of this Agreement,
except for any monies due to either Party on account of any Defect. Provided
that such discharge shall become effective only after the payment due has
been made in accordance with the Final Payment Certificate issued pursuant
to Clause 17.12.

17.12 Final Payment Certificate

17.12.1Within 30 (thirty) days after receipt of the Final Payment Statement under
Clause 17.10, and the written discharge under Clause 17.11, and there being
no disputed items of claim, the Authority Engineer shall deliver to the
Authority, with a copy to the Contractor, a final payment certificate (the
“Final Payment Certificate”) stating the amount which, in the opinion of
the Authority Engineer, is finally due under this Agreement or otherwise. For
the avoidance of doubt, before issuing the Final Payment Certificate, the
Authority Engineer shall ascertain from the Authority all amounts previously
paid by the Authority, all sums due to the Authority, and the balance, if any,
due from the Authority to the Contractor or from the Contractor to the
Authority, as the case may be.

17.12.2The Authority shall, in accordance with the provisions of Clause 17.7, pay to
the Contractor the amount which is specified as being finally due in the Final
Payment Certificate.

17.12a Final payment statement for Maintenance

(i) Within 30 (thirty) days after completion of the Maintenance Period, the
Contractor shall submit to the Authority Engineer 6 (six) copies of the final

109
 payment statement for Maintenance of the Project KAVACH, with
supporting documents showing the details set forth below in the form
prescribed by the Authority Engineer:

(a) the total amount claimed in accordance with clause 17.5b (i) and

(b) any sums which the Contractor considers to be due to it, with
supporting documents.

(ii) The Authority Engineer shall certify final payment within 30 (thirty) days of
the receipt of the final payment statement of Maintenance under Clause 17.13
(i), segregating the items of amount payable from the items of amount
disallowed. The Authority shall make payment on the basis of the final
payment authorised by the Authority Engineer within a period of 30 (thirty)
days of the receipt of the Final Payment Statement from the Authority
Engineer.

(iii) If the Authority Engineer does not prescribe the form within 15 (fifteen) days
of the date of issue of the Completion Certificate, the Contractor shall submit
the statement in such form as it deems fit

17.13 Change in law

17.13.1If as a result of Change in Law, the Contractor suffers any additional costs in
the execution of the Works or in relation to the performance of its other
obligations under this Agreement, the Contractor shall, within 15 (fifteen)
days from the date it becomes reasonably aware of such addition in costs,
notify the Authority with a copy to the Authority Engineer of such additional
costs due to Change in Law.

17.13.2If as a result of Change in Law, the Contractor benefits from any reduction in
costs for the execution of this Agreement or in accordance with the
provisions of this Agreement, either Party shall, within 15 (fifteen) days from
the date it becomes reasonably aware of such reduction in costs, notify the
other Party with a copy to the Authority Engineer of such reduction in costs
due to Change in Law.

17.13.3The Authority Engineer shall, within15 (fifteen) days from the date of receipt
of notice from the Contractor or the Authority, as the case may be, determine
any addition or reduction to the Contract Price, as the case may be, due to the
Change in Law.

17.14 Correction of Interim Payment Certificates

The Authority Engineer may by an Interim Payment Certificate make any

correction or modification in any previous Interim Payment Certificate
issued by the Authority Engineer.

17.15 Authority’s claims

If the Authority considers itself to be entitled to any payment from the

Contractor under any Clause of this Agreement, it shall give notice and
particulars to the Contractor 20 (twenty) days before making the recovery

110
 from any amount due to the Contractor, and shall take into consideration the
representation, if any, made by the Contractor in this behalf, before making
such recovery.

17.16 Bonus for early completion

In the event that the Project Completion Date occurs prior to the Scheduled
Completion Date, the Contractor shall be entitled to receive a payment of
bonus equivalent to 0.03% (zero point zero three per cent) of the Contract
Price for each day by which the Project Completion Date precedes the
Scheduled Completion Date, but subject to a maximum of 5% (five per cent)
of the Contract Price. Provided, however, that the payment of bonus, if any,
shall be made only after the issue of the Completion Certificate. For the
avoidance of doubt, the Parties agree that for the purpose of determining the
bonus payable hereunder, the Contract Price shall always be deemed to be
the amount specified in Clause 17.1.1, and shall exclude any revision thereof
for any reason.

111
 ARTICLE 18
INSURANCE

18.1 Insurance for Works

18.1.1 The Contractor shall effect and maintain at its own cost the insurances
specified in Schedule-N and as per the requirements of Applicable Laws.

18.1.2 Subject to the provisions of Clause 19.6, the Contractor shall, in accordance
with the provisions of this Agreement, be liable to bear the cost of any loss
or damage that does not fall within the scope of this Article 18 or cannot be
recovered from the insurers.

18.1.3 Subject to the exceptions specified in Clause 18.1.4 below, the Contractor
shall fully indemnify, hold harmless and defend the Authority from and
against any and all losses, damages, costs, charges and/or claims with respect
to:

(a) the death of or injury to any person; or

(b) the loss of or damage to any property;

that may arise out of or in consequence of any breach by the Contractor of

this Agreement during the execution of the Works or the remedying of any
Defects therein.

18.1.4 Notwithstanding anything stated above in Clause 18.1.3, the Authority shall
fully indemnify the Contractor from and against any and all losses, damages,
costs, charges, proceedings and/or claims arising out of or with respect to

(a) the use or occupation of land or any part thereof by the Authority;

(b) the damage to property which is the unavoidable result of the

execution and completion of the Works, or the remedying of any
Defects therein, in accordance with this Agreement; and

(c) the death of or injury to persons or loss of or damage to property

resulting from any act or neglect of the Authority, its agents, servants
or other contractors, not being employed by the Contractor.

Provided, that in the event of any injury or damage as a result of the

contributory negligence of the Contractor, the Authority shall be liable to
indemnify the Contractor from and against any and all losses, damages,
costs, charges, proceedings and/or claims to the extent proportionate to the
liability of the Authority, its servants or agents or other contractors not
associated with the Contractor in such injury or damage.

18.1.5 Without prejudice to the obligations of the parties as specified under Clauses
18.1.3 and 18.1.4, the Contractor shall maintain or effect such third party
insurances as may be required under Applicable Laws.

18.1.6 The Contractor shall provide to the Authority, within 30 days of the
Appointed Date, evidence of professional liability insurance maintained by

112
 its Design Director and/or consultants to cover the risk of professional
negligence in the design of Works. The professional liability cover shall be
for a sum of not less than [3% (three per cent)] of the Contract Price and
shall be maintained until the end of the Defects Liability Period.

18.2 Notice to the Authority

No later than 15 (fifteen) days after the date of this Agreement, the
Contractor shall by notice furnish to the Authority, in reasonable detail,
information in respect of the insurances that it proposes to effect and
maintain in accordance with this Article 18. Within 15 (fifteen) days of
receipt of such notice, the Authority may require the Contractor to effect and
maintain such other insurances as may be necessary pursuant hereto, and in
the event of any difference or disagreement relating to any such insurance,
the Dispute Resolution Procedure shall apply.

18.3 Evidence of Insurance Cover

18.3.1 All insurances obtained by the Contractor in accordance with this Article 18
shall be maintained with insurers on terms consistent with Good Industry
Practice. Within 10(ten) days of obtaining any insurance cover, the
Contractor shall furnish to the Authority notarised true copies of the
certificate(s) of insurance, copies of insurance policies and premia payment
receipts in respect of such insurance, and no such insurance shall be
cancelled, modified, or allowed to expire or lapse until the expiration of at
least 45 (forty-five) days after notice of such proposed cancellation,
modification or non-renewal has been delivered by the Contractor to the
Authority. The Contractor shall act in accordance with the directions of the
Authority.

18.3.2 The Contractor shall procure and ensure the adequacy of the insurances at all
times in accordance with the provisions of this Agreement.

18.4 Remedy for failure to insure

If the Contractor shall fail to effect and keep in force all insurances for which
it is responsible pursuant hereto, the Authority shall have the option to either
keep in force any such insurances, and pay such premia and recover the costs
thereof from the Contractor, or in the event of computation of a Termination
Payment, treat an amount equal to the Insurance Cover as deemed to have
been received by the Contractor. If either the Contractor or the Authority
fails to comply with any condition of the the insurances effected under the
contract, the Party so failing to comply shall indemnify the other Party
against all direct losses and claims (including legal fees and expenses)
arising from such failure.

18.5 Waiver of subrogation

All insurance policies in respect of the insurance obtained by the Contractor

pursuant to this Article 18 shall include a waiver of any and all rights of
subrogation or recovery of the insurers thereunder against, inter alia, the
Authority, and its assigns, successors, undertakings and their subsidiaries,
Affiliates, employees, insurers and underwriters, and of any right of the
insurers to any set-off or counterclaim or any other deduction, whether by

113
 attachment or otherwise, in respect of any liability of any such person
insured under any such policy or in any way connected with any loss,
liability or obligation covered by such policies of insurance.

18.6 Contractor’s waiver

The Contractor hereby further releases, assigns and waives any and all rights
of subrogation or recovery against, inter alia, the Authority and its assigns,
undertakings and their subsidiaries, Affiliates, employees, successors,
insurers and underwriters, which the Contractor may otherwise have or
acquire in or from or in any way connected with any loss, liability or
obligation covered by policies of insurance maintained or required to be
maintained by the Contractor pursuant to this Agreement (other than third
party liability insurance policies) or because of deductible clauses in or
inadequacy of limits of any such policies of insurance.

18.7 Cross liabilities

Any such insurance maintained or effected in pursuance of this Article 18

shall include a cross liability clause such that the insurance shall apply to the
Contractor and to the Authority as separately insured.

18.8 Accident or injury to workmen

Notwithstanding anything contained in this Agreement, it is hereby expressly

agreed between the Parties that the Authority shall not be liable for or in
respect of any damages or compensation payable to any workman or other
person in the employment of the Contractor or Sub-contractor, save and
except as for death or injury resulting from any act, omission or default of
the Authority, its agents or servants. The Contractor shall indemnify and
keep indemnified the Authority from and against all such claims,
proceedings, damages, costs, charges, and expenses whatsoever in respect of
the above save and except for those acts, omissions or defaults for which the
Authority shall be liable.

18.9 Insurance against accident to workmen

The Contractor shall effect and maintain during the Agreement such
insurances as may be required to insure the Contractor‟s personnel and any
other persons employed by it on the Railway Project from and against any
liability incurred in pursuance of this Article 18 Provided that for the
purposes of this Clause 18.9, the Contractor‟s personnel/any person
employed by the Contractor shall include the Sub-contractor and its
personnel. Provided further that in respect of any persons employed by any
Sub-contractor, the Contractor's obligations to insure as aforesaid under this
Clause 18.9 shall be discharged if the Sub-contractor shall have insured
against any liability in respect of such persons in such manner that the
Authority is indemnified under the policy. The Contractor shall require such
Sub-contractor to produce before the Authority, when required, such policy
of insurance and the receipt for payment of the current premium within 10
(ten) days of such demand being made by the Authority.

114
18.10 Application of insurance proceeds

The proceeds from all insurance claims, except for life and injury, shall be
applied for any necessary repair, reconstruction, reinstatement, replacement,
improvement, delivery or installation of the Railway Project and the
provisions of this Agreement in respect of construction of Works shall apply
mutatis mutandis to the Works undertaken out of the proceeds of insurance.

18.11 Compliance with policy conditions

The Contractor expressly acknowledges and undertakes to fully indemnify

the Authority from and against all losses and claims arising from the
Contractor‟s failure to comply with conditions imposed by the insurance
policies effected in accordance with this Agreement.

115
 Part V
Force Majeure and Termination

116
 ARTICLE 19
FORCE MAJEURE

19.1 Force Majeure

As used in this Agreement, the expression “Force Majeure” or “Force

Majeure Event” shall mean occurrence in India of any or all of Non-
Political Event, Indirect Political Event and Political Event, as defined in
Clauses 19.2, 19.3 and 19.4 respectively, if it affects the performance by the
Party claiming the benefit of Force Majeure (the “Affected Party”) of its
obligations under this Agreement and which act or event (a) is beyond the
reasonable control of the Affected Party, and (b) the Affected Party could not
have prevented or overcome by exercise of due diligence and following
Good Industry Practice, and (c) has Material Adverse Effect on the Affected
Party.

19.2 Non-Political Event

A Non-Political Event shall mean one or more of the following acts or

events:

(a) act of God, epidemic, extremely adverse weather conditions,

lightning, earthquake, landslide, cyclone, flood, volcanic eruption,
chemical or radioactive contamination or ionising radiation, fire or
explosion (to the extent of contamination or radiation or fire or
explosion originating from a source external to the Site);

(b) strikes or boycotts (other than those involving the Contractor, Sub-
contractors or their respective employees/representatives, or
attributable to any act or omission of any of them) interrupting
supplies and services to the Railway Project for a continuous period
of 24 (twenty-four) hours and an aggregate period exceeding 10 (ten)
days in an Accounting Year, and not being an Indirect Political Event
set forth in Clause 19.3;

(c) any failure or delay of a Sub-contractor but only to the extent caused
by another Non-Political Event;

(d) any judgement or order of any court of competent jurisdiction or

statutory authority made against the Contractor in any proceedings
for reasons other than (i) failure of the Contractor to comply with any
Applicable Law or Applicable Permit, or (ii) on account of breach of
any Applicable Law or Applicable Permit or of any contract, or (iii)
enforcement of this Agreement, or (iv) exercise of any of its rights
under this Agreement by the Authority; or (v) breach of its
obligations by the Contractor under its sub-contracts;

(e) the discovery of geological conditions, toxic contamination or

archaeological remains on the Site that could not reasonably have
been expected to be discovered through a site inspection; or

(f) any event or circumstances of a nature analogous to any of the

foregoing.

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19.3 Indirect Political Event

An Indirect Political Event shall mean one or more of the following acts or
events:

(a) an act of war (whether declared or undeclared), invasion, armed

conflict or act of foreign enemy, blockade, embargo, riot,
insurrection, terrorist or military action, civil commotion or
politically motivated sabotage;

(b) industry-wide or State-wide strikes or industrial action for a

continuous period of 24 (twenty-four) hours and exceeding an
aggregate period of 10 (ten) days in an Accounting Year;

(c) any civil commotion, boycott or political agitation which prevents

construction of the Railway Project by the Contractor for an
aggregate period exceeding 10 (ten) days in an Accounting Year;

(d) failure of the Authority to permit the Contractor to continue with its
Construction Works, with or without modifications, in the event of
stoppage of such work after discovery of any geological or
archaeological finds;

(e) any failure or delay of a Sub-contractor to the extent caused by any

Indirect Political Event;

(f) any Indirect Political Event that causes a Non-Political Event; or

(g) any event or circumstances of a nature analogous to any of the

foregoing.

19.4 Political Event

A Political Event shall mean one or more of the following acts or events by
or on account of any Government Instrumentality:

(a) Change in Law, only if consequences thereof cannot be dealt with

under and in accordance with the provisions of Clause 17.13;

(b) compulsory acquisition in national interest or expropriation of any

Project Assets or rights of the Contractor or of the Sub-Contractors;

(c) unlawful or unauthorised or without jurisdiction revocation of, or

refusal to renew or grant without valid cause, any clearance, licence,
permit, authorisation, no objection certificate, consent, approval or
exemption required by the Contractor or any of the Sub-contractors to
perform their respective obligations under this Agreement; provided
that such delay, modification, denial, refusal or revocation did not
result from the Contractor‟s or any Sub-contractor‟s inability or
failure to comply with any condition relating to grant, maintenance or
renewal of such clearance, licence, authorisation, no objection
certificate, exemption, consent, approval or permit;

(d) any failure or delay of a Sub-contractor but only to the extent caused
by another Political Event; or

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 (e) any event or circumstances of a nature analogous to any of the
foregoing.

19.5 Duty to report Force Majeure Event

19.5.1 Upon occurrence of a Force Majeure Event, the Affected Party shall by
notice report such occurrence to the other Party forthwith. Any notice
pursuant hereto shall include full particulars of:

(a) the nature and extent of each Force Majeure Event which is the
subject of any claim for relief under this Article 19 with evidence in
support thereof;

(b) the estimated duration and the effect or probable effect which such
Force Majeure Event is having or will have on the Affected Party‟s
performance of its obligations under this Agreement;

(c) the measures which the Affected Party is taking or proposes to take
for alleviating the impact of such Force Majeure Event; and

(d) any other information relevant to the Affected Party‟s claim.

19.5.2 The Affected Party shall not be entitled to any relief for or in respect of a
Force Majeure Event unless it shall have notified the other Party of the
occurrence of the Force Majeure Event as soon as reasonably practicable,
and in any event no later than 10 (ten) days after the Affected Party knew, or
ought reasonably to have known, of its occurrence, and shall have given
particulars of the probable material effect that the Force Majeure Event is
likely to have on the performance of its obligations under this Agreement.

19.5.3 For so long as the Affected Party continues to claim to be affected by such
Force Majeure Event, it shall provide the other Party with regular (and not
less than weekly) reports containing information as required by Clause
19.5.1, and such other information as the other Party may reasonably request
the Affected Party to provide.

19.6 Effect of Force Majeure Event on the Agreement

19.6.1 Upon the occurrence of any Force Majeure

(a) prior to the Appointed Date, both Parties shall bear their respective
Force Majeure costs.

(b) after the Appointed Date, the costs incurred and attributable to such
event and directly relating to this Agreement (the “Force Majeure
costs”) shall be allocated and paid as follows:

(i) upon occurrence of a Non-Political Event, the Parties shall

bear their respective Force Majeure costs and neither Party shall be
required to pay to the other Party any costs thereof;

(ii) upon occurrence of an Indirect Political Event, all Force

Majeure costs attributable to such Indirect Political Event, and not
exceeding the Insurance Cover for such Indirect Political Event,
shall be borne by the Contractor, and to the extent Force Majeure

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 costs exceed such Insurance Cover, one half of such excess amount
shall be reimbursed by the Authority to the Contractor for the Force
Majeure events; and

(iii) upon occurrence of a Political Event, all Force Majeure costs

attributable to such Political Event shall be reimbursed by the
Authority to the Contractor.

For the avoidance of doubt, Force Majeure costs may include costs directly
attributable to the Force Majeure Event, but shall not include debt repayment
obligations, if any, of the Contractor.

19.6.2 Save and except as expressly provided in this Article 19, neither Party shall
be liable in any manner whatsoever to the other Party in respect of any loss,
damage, cost, expense, claims, demands and proceedings relating to or
arising out of occurrence or existence of any Force Majeure Event or
exercise of any right pursuant hereto.

19.6.3 Upon the occurrence of any Force Majeure Event during the Construction
Period, the Project Completion Schedule for and in respect of the affected
Works shall be extended on a day for day basis for such period as
performance of the Contractor‟s obligations is affected on account of the
Force Majeure Event or its subsisting effects, as may be determined by the
Authority Engineer.

19.6.4 Force Majeure costs for any event which results in any offsetting
compensation being payable to the Contractor by or on behalf of its sub-
contractors shall be reduced by such amounts that are payable to the
Contractor by its Sub-contractors.

19.7 Termination Notice for Force Majeure Event

If a Force Majeure Event subsists for a period of 60 (sixty) days or more

within a continuous period of 120 (one hundred and twenty) days, either
Party may in its discretion terminate this Agreement by issuing a
Termination Notice to the other Party without being liable in any manner
whatsoever, save as provided in this Article 19, and upon issue of such
Termination Notice, this Agreement shall, notwithstanding anything to the
contrary contained herein, stand terminated forthwith; provided that before
issuing such Termination Notice, the Party intending to issue the
Termination Notice shall inform the other Party of such intention and grant
15 (fifteen) days time to make a representation, and may after the expiry of
such 15 (fifteen) days period, whether or not it is in receipt of such
representation, in its sole discretion issue the Termination Notice.

19.8 Termination Payment for Force Majeure Event

19.8.1 In the event of this Agreement being terminated on account of a Non-

Political Event, the Termination Payment shall be an amount equal to the
sum payable under Clause 21.5.

19.8.2 If Termination is on account of an Indirect Political Event, the Termination

Payment shall include:

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 (a) any sums due and payable under Clause 21.5; and

(b) the reasonable cost, as determined by the Authority Engineer, of the

Plant and Materials procured by the Contractor and transferred to the
Authority for use in Construction, only if such Plant and Materials
are in conformity with the Specifications and Standards;

19.8.3 If Termination is on account of a Political Event, the Authority shall make a

Termination Payment to the Contractor in an amount that would be payable
under Clause 21.6.2 as if it were an Authority Default.

19.9 Dispute resolution

In the event that the Parties are unable to agree in good faith about the
occurrence or existence of a Force Majeure Event, such Dispute shall be
finally settled in accordance with the Dispute Resolution Procedure;
provided that the burden of proof as to the occurrence or existence of such
Force Majeure Event shall be upon the Party claiming relief and/or excuse on
account of such Force Majeure Event.

19.10 Excuse from performance of obligations

If the Affected Party is rendered wholly or partially unable to perform its

obligations under this Agreement because of a Force Majeure Event, it shall
be excused from performance of such of its obligations to the extent it is
unable to perform on account of such Force Majeure Event; provided that:

(a) the suspension of performance shall be of no greater scope and of no

longer duration than is reasonably required by the Force Majeure
Event;

(b) the Affected Party shall make all reasonable efforts to mitigate or
limit damage to the other Party arising out of or as a result of the
existence or occurrence of such Force Majeure Event and to cure the
same with due diligence; and

(c) when the Affected Party is able to resume performance of its

obligations under this Agreement, it shall give to the other Party
notice to that effect and shall promptly resume performance of its
obligations hereunder.

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 ARTICLE 20
SUSPENSION OF CONTRACTOR’S RIGHTS

20.1 Suspension upon Contractor Default

Upon occurrence of a Contractor Default, the Authority shall be entitled,

without prejudice to its other rights and remedies under this Agreement
including its rights of Termination hereunder, to (a) suspend carrying out of
the Works or any part thereof, and (b) carry out such Works itself or
authorise any other person to exercise or perform the same on its behalf
during such suspension (the “Suspension”). Suspension hereunder shall be
effective forthwith upon issue of notice by the Authority to the Contractor
and may extend up to a period not exceeding 90 (ninety) days from the date
of issue of such notice.

20.2 Authority to act on behalf of Contractor

During the period of Suspension hereunder, all rights and liabilities vested in
the Contractor in accordance with the provisions of this Agreement shall
continue to vest in the Contractor and all things done or actions taken,
including expenditure incurred by the Authority for discharging the
obligations of the Contractor under and in accordance with this Agreement
shall be deemed to have been done or taken for and on behalf of the
Contractor and the Contractor undertakes to indemnify the Authority for all
costs incurred during such period. The Contractor hereby licences and sub-
licences respectively, the Authority or any other person authorised by it
under Clause 20.1 to use during Suspension, all Intellectual Property
belonging to or licenced to the Contractor with respect to the Railway Project
and its design, engineering, construction and maintenance, and which is used
or created by the Contractor in performing its obligations under the
Agreement.

20.3 Revocation of Suspension

20.3.1 In the event that the Authority shall have rectified or removed the cause of
Suspension within a period not exceeding 60 (sixty) days from the date of
Suspension, it shall revoke the Suspension forthwith and restore all rights of
the Contractor under this Agreement. For the avoidance of doubt, the Parties
expressly agree that the Authority may, in its discretion, revoke the
Suspension at any time, whether or not the cause of Suspension has been
rectified or removed hereunder.

20.3.2 Upon the Contractor having cured the Contractor Default within a period not
exceeding 60 (sixty) days from the date of Suspension, the Authority shall
revoke the Suspension forthwith and restore all rights of the Contractor under
this Agreement.

20.4 Termination

20.4.1 At any time during the period of Suspension under this Article 20, the
Contractor may by notice require the Authority to revoke the Suspension and
issue a Termination Notice. The Authority shall, within 15 (fifteen) days of

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 receipt of such notice, terminate this Agreement under and in accordance
with Article 21 as if it is a Contractor Default under Clause 21.1.

20.4.2 Notwithstanding anything to the contrary contained in this Agreement, in the

event that Suspension is not revoked within 90 (ninety) days from the date of
Suspension hereunder, the Agreement shall, upon expiry of the aforesaid
period, be deemed to have been terminated by mutual agreement of the
Parties and all the provisions of this Agreement shall apply, mutatis
mutandis, to such Termination as if a Termination Notice had been issued by
the Authority upon occurrence of a Contractor Default.

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 ARTICLE 21
TERMINATION

21.1 Termination for Contractor Default

21.1.1 Save as otherwise provided in this Agreement, in the event that any of the
defaults specified below shall have occurred, and the Contractor fails to cure
the default within the Cure Period set forth below, or where no Cure Period
is specified, then within a Cure Period of 60 (sixty) days, the Contractor shall
be deemed to be in default of this Agreement (the “Contractor Default”),
unless the default has occurred as a result of any breach of this Agreement by
the Authority or due to Force Majeure. The defaults referred to herein shall
include:

(a) The Contractor fails to provide, extendor replenish, as the case may
be, the Performance Security in accordance with this Agreement;
(b) subsequent to the replenishment or furnishing of fresh Performance
Security in accordance with Clause 7.3, the Contractor fails to cure,
within a Cure Period of 30 (thirty) days, the Contractor Default for
which the whole or part of the Performance Security was
appropriated;
(c) the Contractor does not achieve the latest outstanding Project
Milestone due in accordance with the provisions of Schedule-I,
subject to any Time Extension, and continues to be in default for 45
(forty five) days;
(d) the Contractor abandons or manifests intention to abandon the
construction of the Railway Project without the prior written consent
of the Authority;
(e) the Contractor fails to proceed with the Works in accordance with the
provisions of Clause 10.1 or stops Works for 30 (thirty) days without
reflecting the same in the current programme and such stoppage has
not been authorised by the Authority Engineer;
(f) the Project Completion Date does not occur within the period
specified in Schedule-I for the Scheduled Completion Date, or any
extension thereof;
(g) failure to complete the Punch List items within the periods stipulated
therefor in Clause 12.3;
(h) the Contractor fails to rectify any Defect, the non rectification of
which shall have a Material Adverse Effect on the Project, within the
time specified in this Agreement or as directed by the Authority
Engineer;
(i) the Contractor subcontracts the Works or any part thereof in violation
of this Agreement or assigns any part of the Works without the prior
approval of the Authority;

(j) the Contractor creates any Encumbrance in breach of this Agreement;

(k) an execution levied on any of the assets of the Contractor has caused
a Material Adverse Effect ;

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 (l) the Contractor is adjudged bankrupt or insolvent, or if a trustee or
receiver is appointed for the Contractor or for the whole or material
part of its assets that has a material bearing on the Project;
(m) the Contractor has been, or is in the process of being liquidated,
dissolved, wound-up, amalgamated or reconstituted in a manner that
would cause, in the reasonable opinion of the Authority, a Material
Adverse Effect;
(n) a resolution for winding up of the Contractor is passed, or any
petition for winding up of the Contractor is admitted by a court of
competent jurisdiction and a provisional liquidator or receiver is
appointed and such order has not been set aside within 90 (ninety)
days of the date thereof or the Contractor is ordered to be wound up
by a court except for the purpose of amalgamation or reconstruction;
provided that, as part of such amalgamation or reconstruction, the
entire property, assets and undertaking of the Contractor are
transferred to the amalgamated or reconstructed entity and that the
amalgamated or reconstructed entity has unconditionally assumed the
obligations of the Contractor under this Agreement; and provided
that:
(i) the amalgamated or reconstructed entity has the capability and
experience necessary for the performance of its obligations
under this Agreement; and
(ii) the amalgamated or reconstructed entity has the financial
standing to perform its obligations under this Agreement and
has a credit worthiness at least as good as that of the
Contractor as at the Appointed Date;
(o) any representation or warranty of the Contractor herein contained
which is, as of the date hereof, found to be materially false or the
Contractor is at any time hereafter found to be in breach thereof;
(p) the Contractor submits to the Authority any statement, notice or other
document, in written or electronic form, which has a material effect
on the Authority‟s rights, obligations or interests and which is false in
material particulars;
(q) the Contractor has failed to fulfil any obligation, for which failure
Termination has been specified in this Agreement;
(r) the Contractor has failed to make any payment to the Authority
within the period specified in this Agreement; or

(s) the Contractor commits a default in complying with any other

provision of this Agreement if such a default causes a Material
Adverse Effect on the Project or on the Authority.

21.1.2 Without prejudice to any other rights or remedies which the Authority may
have under this Agreement, upon occurrence of a Contractor Default, the
Authority shall be entitled to terminate this Agreement by issuing a
Termination Notice to the Contractor; provided that before issuing the
Termination Notice, the Authority shall by a notice inform the Contractor of
its intention to issue such Termination Notice and grant 15 (fifteen) days to
the Contractor to make a representation, and may after the expiry of such 15

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 (fifteen) days, whether or not it is in receipt of such representation, issue the
Termination Notice.

21.1.3 After termination of this Agreement for Contractor Default, the Authority
may complete the Works and/or procure its completion through any other
entity. The Authority and such entity may, for this purpose, use any
Materials, Plant and equipment, Contractor‟s documents and other design
documents made by or on behalf of the Contractor.

21.2 Termination for Authority Default

21.2.1 In the event that any of the defaults specified below shall have occurred, and
the Authority fails to cure such default within a Cure Period of 90 (ninety)
days or such longer period as has been expressly provided in this Agreement,
the Authority shall be deemed to be in default of this Agreement (the
“Authority Default”) unless the default has occurred as a result of any
breach of this Agreement by the Contractor or due to Force Majeure. The
defaults referred to herein shall include:

(a) the Authority commits a material default in complying with any of

the provisions of this Agreement and such default has a Material
Adverse Effect on the Contractor;
(b) the Authority has failed to make payment of any amount due and
payable to the Contractor within the period specified in this
Agreement;
(c) the Authority has failed to provide, within a period of 180 (one
hundred and eighty) days from the Appointed Date, the
environmental clearances and forest clearances required for
construction of the Railway Project;
(d) the Authority repudiates this Agreement or otherwise takes any action
that amounts to or manifests an irrevocable intention not to be bound
by this Agreement; or
(e) the Authority Engineer fails to issue the relevant Interim Payment
Certificate within 60 (sixty) days after receiving a statement and
supporting documents.

21.2.2 Without prejudice to any other right or remedy which the Contractor may
have under this Agreement, upon occurrence of an Authority Default, the
Contractor shall be entitled to terminate this Agreement by issuing a
Termination Notice to the Authority; provided that before issuing the
Termination Notice, the Contractor shall by a notice inform the Authority of
its intention to issue the Termination Notice and grant 15 (fifteen) days to the
Authority to make a representation, and may after the expiry of such 15
(fifteen) days, whether or not it is in receipt of such representation, issue the
Termination Notice.

21.3 Right of Authority to Determine the Contract

Notwithstanding anything hereinabove, the Authority shall be entitled to

determine and terminate the contract at any time should, in the Authority‟s
opinion, the cessation of work becomes necessary owing to paucity of funds
or from any other cause whatever, in which case it shall be treated as

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 Authority Default and Termination Payment shall be made as per clause 21.6
below. Notice in writing from the Authority of such determination and the
reasons therefor shall be conclusive evidence thereof. The termination shall
take effect 30 (thirty) days from the date of notice hereunder.

21.4 Requirements after Termination

Upon Termination of this Agreement in accordance with the provisions of

this Article 21, the Contractor shall comply with and conform to the
following:

(a) deliver to the Authority all Plant and Materials which shall have
become the property of the Authority under this Article 21;
(b) deliver all relevant records, reports, Intellectual Property and other
licences pertaining to the Works, other design documents and in case
of Termination occurring after the Provisional Certificate has been
issued, the “as built”Drawings for the Works;
(c) transfer and/or deliver all Applicable Permits to the Authority to the
extent permissible under Applicable Laws; and
(d) vacate the Site within 15 (fifteen) days.

21.5 Valuation of Unpaid Works

21.5.1 Within a period of 45 (forty-five) days after Termination under Clause 21.1,
21.2 or 21.3, as the case may be, has taken effect, the Authority Engineer
shall proceed in accordance with Clause 16.5 to determine as follows the
valuation of unpaid Works (the “Valuation of Unpaid Works”):

(a) value of the completed stage of the Works, less payments already
made; and
(b) reasonable value of the partially completed stages of works as on the
date of Termination, only if such works conform with the
Specifications and Standards.

and shall adjust from the sum thereof (i) any other amounts payable or
recoverable, as the case may be, in accordance with the provisions of this
Agreement; and (ii) all taxes due to be deducted at source.

21.5.2 The Valuation of Unpaid Works shall be communicated to the Authority,

with a copy to the Contractor, within a period of 45 (forty five) days from the
date of Termination.

21.6 Termination Payment

21.6.1 Upon Termination on account of Contractor Default under Clause 21.1, the
Authority shall:
(a) encash and appropriate the Performance Security and Retention
Money and in the event the Contractor has failed to replenish or
extend the Performance Security, claim the amount stipulated in
Clause 7.1.1, as agreed pre-determined compensation to the Authority
for any losses, delays andcost of completing the Works, if any;

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 (b) encash and appropriate the bank guarantee, if any, to the extent of the
outstanding Advance Payment and interest thereon; and
(c) pay to the Contractor, by way of Termination Payment, an amount
equivalent to the Valuation of Unpaid Works after adjusting any other
sums payable or recoverable, as the case may be, in accordance with
the provisions of this Agreement, and all taxes due to be deducted at
source.

21.6.2 Upon Termination on account of an Authority Default under Clause 21.2 or

under Clause 21.3, the Authority shall:

(a) Return the Performance Security / Maintenance Security and Retention

Money forthwith
(b) encash and appropriate the bank guarantee, if any, to the extent of the
outstanding Advance Payment, including interest thereon; and
(c) pay to the Contractor, by way of Termination Payment, an amount
equal to:
(i) Valuation of Unpaid Works;
(ii) the reasonable cost, as determined by the Authority Engineer,
of the Plant and Materials procured by the Contractor and
transferred to the Authority for its use, only if such Plant and
Materials are in conformity with the Specifications and
Standards;
(iii) the reasonable cost of temporary works, as determined by the
Authority Engineer; and

shall adjust from the sum thereof (i) any other amounts payable or
recoverable, as the case may be, in accordance with the provisions of this
Agreement, and (ii) all taxes due to be deducted at source.

21.6.3 Termination Payment shall become due and payable to the Contractor within
30 (thirty) days of a demand being made by the Contractor to the Authority
with the necessary particulars, after the Valuation of Unpaid Works has been
communicated by the Authority Engineer, and in the event of any delay, the
Authority shall pay interest at the Bank Rate plus 3% (three percent),
calculated at quarterly rests, on the amount of Termination Payment
remaining unpaid; provided that such delay shall not exceed 90 (ninety)
days. For the avoidance of doubt, it is expressly agreed that Termination
Payment shall constitute full discharge by the Authority of its payment
obligations in respect thereof hereunder.

21.6.4 The Contractor expressly agrees that Termination Payment under this
Article 21 shall constitute a full and final settlement of all claims of the
Contractor on account of Termination of this Agreement and that it shall not
have any further right or claim under any law, treaty, convention, contract or
otherwise.

21.7 Other rights and obligations of the Parties

Upon Termination for any reason whatsoever

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 (a) property and ownership in all Materials, Plant and Works and the
Railway Project shall, as between the Contractor and the Authority,
vest in the Authority in whole, free from any and all Encumbrances;
provided that the foregoing shall be without prejudice to Clause 21.6;
(b) risk of loss or damage to any Materials, Plant or Works and the care
and custody thereof shall pass from the Contractor to the Authority;
and
(c) the Authority shall be entitled to restrain the Contractor and any
person claiming through or under the Agreement from entering upon
the Site or any part of the Project except for taking possession of
materials, stores, implements, construction plants and equipment of
the Contractor, which have not been vested in the Authority in
accordance with the provisions of this Agreement.

21.8 Survival of rights

Notwithstanding anything to the contrary contained in this Agreement any

Termination pursuant to the provisions of this Agreement shall be without
prejudice to the accrued rights of either Party including its right to claim and
recover money damages, insurance proceeds, security deposits, and other
rights and remedies, which it may have in law or Agreement. All rights and
obligations of either Party under this Agreement, including Termination
Payments, shall survive the Termination to the extent such survival is
necessary for giving effect to such rights and obligations.

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 Part VI
Other Provisions

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 ARTICLE 22

ASSIGNMENT AND CHARGES

22.1 Restrictions on assignment and charges

This Agreement shall not be assigned by the Contractor to any person, save
and except with the prior consent in writing of the Authority, which consent
the Authority shall be entitled to decline without assigning any reason.

22.2 Hypothecation of Materials or Plant

Notwithstanding the provisions of Clause 22.1, the Contractor may pledge or

hypothecate to its lenders, any Materials or Plant prior to their incorporation
in the Works. Further, the Contractor may, by written notice to the Authority,
assign its right to receive payments under this Agreement either absolutely or
by way of charge, to any person providing financing to the Contractor in
connection with the performance of the Contractor‟s obligations under this
Agreement. The Contractor acknowledges that any such assignment by the
Contractor shall not relieve the Contractor from any obligations, duty or
responsibility under this Agreement. For the avoidance of doubt, all
Materials and Plants shall, upon their incorporation into Works, be free from
any and all Encumbrances without the Authority being required to make any
payment to any person on account of any costs, compensation, expenses and
charges for such Materials, Plants and Works.

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 ARTICLE 23
LIABILITY AND INDEMNITY

23.1 General indemnity

The Contractor will indemnify, defend, save and hold harmless the Authority
and its officers, servants, agents, Government Instrumentalities and
Government owned and/or controlled entities/enterprises, (the “Authority
Indemnified Persons”) against any and all suits, proceedings, actions,
demands and third party claims for any loss, damage, cost and expense of
whatever kind and nature, whether arising out of any breach by the
Contractor of any of its obligations under this Agreement or from any
negligence under the Agreement, including any errors or deficiencies in the
design documents, or tort or on any other ground whatsoever, except to the
extent that any such suits, proceedings, actions, demands and claims have
arisen due to any negligent act or omission, or breach or default of this
Agreement on the part of the Authority Indemnified Persons.

23.2 Indemnity by the Contractor

23.2.1 Without limiting the generality of Clause 23.1, the Contractor shall fully
indemnify, hold harmless and defend the Authority and the Authority
Indemnified Persons from and against any and all loss and/or damages
arising out of or with respect to:

(a) failure of the Contractor to comply with Applicable Laws and

Applicable Permits;

(b) payment of taxes required to be made by the Contractor in respect of

the income or other taxes of the Sub-contractors, suppliers and
representatives; or

(c) non-payment of amounts due as a result of Materials or services

furnished to the Contractor or any of its Sub-contractors which are
payable by the Contractor or any of its Sub-contractors.

23.2.2 Without limiting the generality of the provisions of this Article 23, the
Contractor shall fully indemnify, hold harmless and defend the Authority
Indemnified Persons from and against any and all suits, proceedings, actions,
claims, demands, liabilities and damages which the Authority Indemnified
Persons may hereafter suffer, or pay by reason of any demands, claims, suits
or proceedings arising out of claims of infringement of any domestic or
foreign patent rights, copyrights or other Intellectual Property, proprietary or
confidentiality rights with respect to any materials, information, design or
process used by the Contractor or by the Sub-contractors in performing the
Contractor‟s obligations or in any way incorporated in or related to the
Project. If in any such suit, action, claim or proceedings, a temporary
restraint order or preliminary injunction is granted, the Contractor shall make
every reasonable effort, by giving a satisfactory bond or otherwise, to secure
the revocation or suspension of the injunction or restraint order. If, in any
such suit, action, claim or proceedings, the Railway Project, or any part
thereof or comprised therein, is held to constitute an infringement and its use

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 is permanently enjoined, the Contractor shall promptly make every
reasonable effort to secure for the Authority a licence, at no cost to the
Authority, authorising continued use of the infringing work. If the Contractor
is unable to secure such licence within a reasonable time, the Contractor
shall, at its own expense, and without impairing the Specifications and
Standards, either replace the affected work, or part, or process thereof with
non-infringing work or part or process, or modify the same so that it
becomes non-infringing.

23.3 Notice and contest of claims

In the event that either Party receives a claim or demand from a third party in
respect of which it is entitled to the benefit of an indemnity under this
Agreement (the “Indemnified Party”) it shall notify the other Party (the
“Indemnifying Party”) within 15 (fifteen) days of receipt of the claim or
demand and shall not settle or pay the claim without the prior approval of the
Indemnifying Party, which approval shall not be unreasonably withheld or
delayed. In the event that the Indemnifying Party wishes to contest or dispute
the claim or demand, it may conduct the proceedings in the name of the
Indemnified Party, subject to the Indemnified Party being secured against
any costs involved, to its reasonable satisfaction.

23.4 Defence of claims

23.4.1 The Indemnified Party shall have the right, but not the obligation, to contest,
defend and litigate any claim, action, suit or proceeding by any third party
alleged or asserted against such Party in respect of, resulting from, related to
or arising out of any matter for which it is entitled to be indemnified
hereunder, and reasonable costs and expenses thereof shall be indemnified by
the Indemnifying Party. If the Indemnifying Party acknowledges in writing
its obligation to indemnify the Indemnified Party in respect of loss to the full
extent provided by this Agreement, the Indemnifying Party shall be entitled,
at its option, to assume and control the defence of such claim, action, suit or
proceeding, liabilities, payments and obligations at its expense and through
the counsel of its choice; provided it gives prompt notice of its intention to
do so to the Indemnified Party and reimburses the Indemnified Party for the
reasonable cost and expenses incurred by the Indemnified Party prior to the
assumption by the Indemnifying Party of such defence. The Indemnifying
Party shall not be entitled to settle or compromise any claim, demand, action,
suit or proceeding without the prior written consent of the Indemnified Party,
unless the Indemnifying Party provides such security to the Indemnified
Party as shall be reasonably required by the Indemnified Party to secure the
loss to be indemnified hereunder to the extent so compromised or settled.

23.4.2 If the Indemnifying Party has exercised its rights under Clause 23.3, the
Indemnified Party shall not be entitled to settle or compromise any claim,
action, suit or proceeding without the prior written consent of the
Indemnifying Party (which consent shall not be unreasonably withheld or
delayed).

23.4.3 If the Indemnifying Party exercises its rights under Clause 23.3, the
Indemnified Party shall nevertheless have the right to employ its own
counsel, and such counsel may participate in such action, but the fees and

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 expenses of such counsel shall be at the expense of the Indemnified Party,
when and as incurred, unless:

(a) the employment of counsel by such party has been authorised in

writing by the Indemnifying Party; or

(b) the Indemnified Party shall have reasonably concluded that there may
be a conflict of interest between the Indemnifying Party and the
Indemnified Party in the conduct of the defence of such action; or

(c) the Indemnifying Party shall not, in fact, have employed independent
counsel reasonably satisfactory to the Indemnified Party, to assume
the defence of such action and shall have been so notified by the
Indemnified Party; or

(d) the Indemnified Party shall have reasonably concluded and

specifically notified the Indemnifying Party either:

(i) that there may be specific defences available to it which are

different from or additional to those available to the
Indemnifying Party; or

(ii) that such claim, action, suit or proceeding involves or could

have a material adverse effect upon it beyond the scope of this
Agreement:

Provided that if Sub-clauses (b), (c) or (d) of this Clause 23.4.3 shall be
applicable, the counsel for the Indemnified Party shall have the right to direct
the defence of such claim, demand, action, suit or proceeding on behalf of
the Indemnified Party, and the reasonable fees and disbursements of such
counsel shall constitute legal or other expenses hereunder.

23.5 No consequential claims

Notwithstanding anything to the contrary contained in this Article 23, the

indemnities herein provided shall not include any claim or recovery in
respect of any cost, expense, loss or damage of an indirect, incidental or
consequential nature, including loss of profit, except as expressly provided in
this Agreement.

23.6 Survival on Termination

The provisions of this Article 23shall survive Termination.

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 ARTICLE 24

DISPUTE RESOLUTION
24.1 Conciliation of Disputes

24.1.1 All disputes and differences of any kind whatsoever arising out of or in
connection with the contract, whether during the progress of the work or
after its completion and whether before or after the determination of the
contract, shall be referred by the Contractor to the "Authority" through
“Notice of Dispute” provided that no such notice shall be served later than
30 days after the date of issue of Completion Certificate by the Authority
Engineer. Authority shall, within 30 days after receipt of the Contractor‟s
“Notice of Dispute”, notify the name of conciliator(s) to the Contractor. In
case Authority fails to fix Conciliator within 30 days, Contractor shall be
free to approach Dispute Adjudication Board (DAB) for adjudication of
Dispute.
24.1.2 The Conciliator(s) shall assist the parties to reach an amicable settlement in
an independent and impartial manner within the terms of contract. If the
parties reach agreement on a settlement of the dispute, they shall draw up
and sign a written settlement agreement duly signed by Authority Engineer,
Contractor and conciliator(s). When the settlement agreement is signed, it
shall be final and binding on the parties. The conciliators shall be paid fee
as fixed by Ministry of Railways time to time, which shall be shared
equally by the parties.
24.1.3 The parties shall not initiate, during the conciliation proceedings, any
reference to DAB or arbitral or judicial proceedings in respect of a dispute
that is the subject matter of the conciliation proceedings.
24.1.4 The conciliation shall be carried out as per „The Arbitration and
Conciliation Act, 1996‟ and the proceedings may be terminated as per
Section 76 of the above Act.

24.2 Dispute Adjudication Board (DAB)

24.2.1 A dispute/s if not settled through conciliation, shall be referred to DAB.

The DAB shall consist of a panel of three Retired Railway Officers not
below senior administrative grade (SAG). The DAB shall be formed within
90 days of signing of Contract Agreement. For this purpose, the Authority
will maintain a panel of DAB members. The complete panel, which shall
not be less than five members, shall be sent by Authority to the Contractor
to nominate one member of the DAB from the panel as Contractor‟s
nominee within two weeks of receipt of the panel. On receipt of
Contractor‟s nominee, the Authority shall nominate one member from the
same panel as Authority‟s nominee for the DAB. Both above nominees
shall jointly select presiding member of the DAB from the same panel.
24.2.2 The appointment of DAB shall be effectuated by way of a tri-partite
agreement among the Authority, Contractor and the respective DAB
members. The terms of the remuneration of each member shall be as fixed

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 by Ministry of Railways from time to time. Each party shall be responsible
for paying one-half of this remuneration.
24.2.3 If one or more of the members appointed refuses to act as DAB member, or
is unable or unwilling to perform his functions as DAB member for any
reason whatsoever or dies or in the opinion of the Authority fails to act
without undue delay, the parties shall terminate the mandate of such DAB
member and thereupon new DAB member shall be appointed in the same
manner, as the outgoing DAB member had been appointed.
24.2.4 The appointment of any member may be terminated by mutual agreement
of both Parties, but not by the Authority or the Contractor acting alone.
Unless otherwise agreed by both the Parties, the appointment of the DAB
(including each member) shall expire upon expiry of this Contract
Agreement.
24.2.5 Before start of DAB proceedings, each DAB member shall give the
following certificate to the Authority and the Contractor:
“I have no any past or present relationship in relation to the subject matter
in dispute, whether financial, business, professional or other kind. Further,
I have no any past or present relationship with or interest in any of the
parties whether financial, business, professional or other kind, which is
likely to give rise to justifiable doubts as to my independence or
impartiality.”
24.2.6 DAB proceedings shall be conducted as decided by the DAB. The DAB shall
give its decision within 90 days of a Dispute referred to it by any of the
Parties, duly recording the reasons before arriving at the decision. The DAB
shall decide the issue within terms and conditions of the contract. This time
limit shall be extendable subject to the Parties mutual agreement.
24.2.7 The DAB decision shall not be binding on both the Parties. In case any party
is not satisfied by the decision of DAB, then the aggrieved party may
approach Standing Arbitral Tribunal for arbitration proceedings. However,
even if the aggrieved party had proceeded for Arbitration as per provisions of
this agreement, 75% of award amount, pending adjudication by Standing
Arbitral Tribunal/Court of Law, shall be made by party to other party. In
case payment is to be made by Authority to Contractor, the terms &
conditions as incorporated in the Ministry of Railways letter No.
2016/CE(I)/CT/ARB/3(NITI Aayog )/Pt. dated 08th Mar,2017 as amended
time to time shall be followed. However, in case Contractor has to pay to
the Authority, then 75% of the award amount shall be deducted by the
Authority from the running bills or other dues of the Contractor, pending
adjudication by Standing Arbitral Tribunal/Court of Law.
24.2.8 No dispute shall be referred to Standing Arbitral Tribunal unless the same
has been referred to DAB for adjudication. However, in case DAB is not
formed due to any reason, the disputes can be directly referred to Standing
Arbitral Tribunal to adjudicate the dispute.
24.2.9 In the specific cases of any misconduct by any of the members of the DAB,
the parties shall have the right to specifically bring it to the notice of the
DAB such conduct, through a statement filed with necessary documents in
proof of such misconduct and the DAB, after taking NOTICE of such
conduct initiate the replacement of the member concerned, in the same
manner the member to be replaced was appointed.

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24.2.10 Once the decision is given by DAB, DAB cannot review the decision at its
own or on the request of one party, unless both parties agree for review of
decision by DAB.
24.2.11 In case DAB decision is not challenged by either party within 180 days of
receipt of decision of DAB, the decision shall be considered as final and
parties would be barred for referring the same to Standing Arbitral Tribunal
for adjudication.
24.2.12 The obligation of the Authority and the Contactor shall not be altered by
reasons of issue being or under reference to DAB.
24.2.13 The DAB shall conduct the proceedings at [Delhi] or any other convenient
venue which shall be decided by DAB in consultations with parties.
24.2.14 It is a term of this contract that the Parties shall not approach any Court of
Law for settlement of such disputes or differences unless an attempt has
first been made by the parties to settle such disputes or differences through
DAB and Standing Arbitral Tribunal.

24.3 Standing Arbitral Tribunal

24.3.1 The arbitration proceedings shall be conducted as per „The Arbitration and
Conciliation Act, 1996‟. The Arbitral Tribunal shall consist of a panel of
three Retired Railway Officers not below senior administrative grade
(SAG). The Standing Arbitral Tribunal shall be formed within 90 days of
signing of Contract document. For this purpose, the Authority shall
maintain a panel of arbitrators. The complete panel, which shall not be less
than five members, shall be sent by Authority to the Contractor to nominate
one arbitrator from the panel as Contractor‟s nominee within two weeks of
receipt of the panel. On receipt of Contractor‟s nominee, the Authority shall
appoint above contractor‟s nominee as well as another from the same panel
as Authority‟s nominee as arbitrators. Both above arbitrators shall jointly
select presiding arbitrator from the same panel.
24.3.2 If the Contractor fails to select the contractor‟s nominee from the panel
within two weeks of the receipt of the said panel, the Authority shall, after
giving one more opportunity to contractor to nominate one as contractor‟s
nominee within next two weeks, appoint two arbitrators from the same
panel. Both above arbitrators shall jointly select presiding arbitrator from
the same panel.
24.3.3 If one or more of the Arbitrators appointed refuses to act as Arbitrator,
withdraws from his office as Arbitrator, or vacates his office or is unable or
unwilling to perform his functions as Arbitrator for any reason whatsoever
or dies or in the opinion of the Authority fails to act without undue delay,
the parties shall terminate the mandate of such arbitrator and thereupon new
arbitrator shall be appointed in the same manner, as the outgoing arbitrator
had been appointed.
24.3.4 Before start of arbitration proceedings, each appointed arbitrator shall give
the following certificate to the Authority and the Contractor:
“I have no any past or present relationship in relation to the subject matter
in dispute, whether financial, business, professional or other kind. Further,
I have no any past or present relationship with or interest in any of the

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 parties whether financial, business, professional or other kind, which is
likely to give rise to justifiable doubts as to my independence or
impartiality in terms of The Arbitration and Conciliation Act, 1996.”
24.3.5 In the specific cases of any misconduct by any of the members of the
TRIBUNAL, the parties shall have the right to specifically bring it to the
notice of the TRIBUNAL such conduct, through a statement filed with
necessary documents in proof of such misconduct and the TRIBUNAL,
after taking NOTICE of such conduct initiate the replacement of the
member concerned, in the same manner the member to be replaced was
appointed.
24.3.6 Each party has to prepare and furnish to Standing Arbitral Tribunal and
other party, once in a every six months, an account giving full and detailed
particulars of all claims, which even after decision of DAB are unsettled, to
which the parties may consider themselves entitled to during the last
preceding six months. If any dispute has arisen as regards execution of the
works under the contract, while submitting the said half yearly claims, the
parties shall give full particulars of such dispute in the said submission.
After signing Contract agreement, within 6 months, the parties shall submit
all the claims from date of award of contract in first submission of claims.
24.3.7 The said communication will be the reference of the dispute to the
ARBITRAL TRIBUNAL appointed under the present agreement.
24.3.8 The parties shall submit all the relevant documents in support of their
claims and the reasons for raising the dispute to the TRIBUNAL.
24.3.9 The said claims of the parties so referred to ARBITRAL TRIBUNAL so far
it relates to the disputed claims, shall be treated as Statement of Claims of
the parties and the ARBITRAL TRIBUNAL shall call upon the other party
to submit its reply. The ARBITRAL TRIBUNAL after giving an
opportunity of being heard to both the parties, decide the dispute within a
period of Four months from the date of communication of the dispute under
clause 24.3.6 above. The Arbitral Tribunal will pass a reasoned award in
writing, while deciding the Dispute. Once the award is declared, the
Arbitral Tribunal cannot review the same except what is permissible in
terms of provisions contained in Arbitration and Conciliation Act. The
parties shall be entitled to the remedies under the Arbitration and
Conciliation Act 1996 or any amendment thereof.
24.3.10 The parties agree that all the claims of any nature whatsoever, which the
parties may have in respect of the work of the preceding six months, should
be made in the said Statements of half yearly claims. If the parties do not
raise the claim, if any, arising from the work done in the preceding six
months in the statement of half yearly claim, to Standing Arbitral Tribunal,
the parties shall be deemed to have waived and given up the claims. The
ARBITRAL TRIBUNAL shall not entertain such disputes, which have not
been raised in the statement of half yearly Claim before the Standing
Arbitral Tribunal and such claims will stand excluded from the scope of
arbitration and beyond the terms of reference to the ARBITRAL
TRIBUNAL.
24.3.11 The parties agree that where the Arbitral award is for payment of money, no
interest shall be payable on the whole or any part of the money for any
period till the date on which the award is made.

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24.3.12 The obligation of the Authority and the Contactor shall not be altered by
reasons of arbitration being conducted during the progress of work. Neither
party shall be suspended the work on account of arbitration and payments
to the contractor shall continue to be made in terms of the contract and /or
as awarded (except when Award is challenged in the Court in which case
the payments would be as per the court's orders )
24.3.13 The ARBITRAL TRIBUNAL shall remain in force during the entire period
the PRINCIPAL CONTRACT is in force and until the closure of the
PRINCIPAL CONTRACT with the final no claim certificate, which will be
filed with ARBITRAL TRIBUNAL.
24.3.14 The Arbitral Tribunal shall conduct the Arbitration proceedings at [Delhi]
or any other convenient venue which shall be decided by Tribunal in
consultation with both parties.
24.3.15 The cost of arbitration shall be borne equally by the respective parties. The
cost shall inter-alia include fee of the arbitrators as per the rates fixed by the
Indian Railways from time to time.
24.3.16 It is a term of this contract that the Contractor shall not approach any Court
of Law for settlement of such disputes or differences unless an attempt has
first been made by the parties to settle such disputes or differences through
conciliation, DAB and Standing Arbitral Tribunal.
24.3.17 Even in case arbitration award is challenged by a party in the Court of Law,
75% of award amount, pending adjudication by Court of Law, shall be
made by party to other party. In case payment is to be made by Authority to
Contractor, the terms & conditions as incorporated in the Ministry of
Railways letter No. 2016/CE(I)/CT/ARB/3(NITI Aayog)/Pt. dated 08th
Mar,2017 as amended time to time shall be followed. However, in case
Contractor has to pay to the Authority, then 75% of the award amount shall
be deducted by the Authority from the running bills or other dues of the
Contractor, pending adjudication by Court of Law.
24.3.18 The contract shall be governed by the law for the time being in force in the
Republic of India. In case of any disputes/differences resulting in court
cases between Contractor & Authority, the jurisdiction shall be of Courts at
[Bhopal] only.

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 ARTICLE 25
MISCELLANEOUS

25.1 Governing law and jurisdiction

This Agreement shall be construed and interpreted in accordance with and

governed by the laws of India, and the courts at [Bhopal] shall have
exclusive jurisdiction over matters arising out of or relating to this
Agreement.

25.2 Waiver of immunity

Each Party unconditionally and irrevocably:

(a) agrees that the execution, delivery and performance by it of this

Agreement constitute commercial acts done and performed for
commercial purpose;

(b) agrees that, should any proceedings be brought against it or its assets,
property or revenues in any jurisdiction in relation to this Agreement
or any transaction contemplated by this Agreement, no immunity
(whether by reason of sovereignty or otherwise) from such
proceedings shall be claimed by or on behalf of the Party with respect
to its assets;

(c) waives any right of immunity which it or its assets, property or

revenues now has, may acquire in the future or which may be
attributed to it in any jurisdiction; and

(d) consents generally in respect of the enforcement of any judgement or

award against it in any such proceedings to the giving of any relief or
the issue of any process in any jurisdiction in connection with such
proceedings (including the making, enforcement or execution against
it or in respect of any assets, property or revenues whatsoever
irrespective of their use or intended use of any order or judgement
that may be made or given in connection therewith).

25.3 Delayed payments

The Parties hereto agree that payments due from one Party to the other Party
under the provisions of this Agreement shall be made within the period set
forth therein, and if no such period is specified, within 30 (thirty) days of
receiving a demand along with the necessary particulars. In the event of
delay beyond such period, the defaulting Party shall pay interest for the
period of delay calculated at a rate equal to Bank Rate plus 3% (three
percent), save and except as otherwise specified in this Agreement. All
interest payment under this Agreement shall, save and except as otherwise
specified, be calculated at quarterly rests, and recovery thereof shall be
without prejudice to the rights of the Parties under this Agreement including
Termination thereof.

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25.4 Waiver

25.4.1 Waiver, including partial or conditional waiver, by either Party of any default
by the other Party in the observance and performance of any provision of or
obligations under this Agreement:

(a) shall not operate or be construed as a waiver of any other or

subsequent default hereof or of other provisions of or obligations
under this Agreement;

(b) shall not be effective unless it is in writing and executed by a duly

authorised representative of the Party; and

(c) shall not affect the validity or enforceability of this Agreement in any
manner.

25.4.2 Neither the failure by either Party to insist on any occasion upon the
performance of the terms, conditions and provisions of this Agreement or
any obligation thereunder nor time or other indulgence granted by a Party to
the other Party shall be treated or deemed as waiver of such breach or
acceptance of any variation or the relinquishment of any such right
hereunder.

25.5 Liability for review of Documents and Drawings

Except to the extent expressly provided in this Agreement:

(a) no review, comment or approval by the Authority or the Authority

Engineer of any Document or Drawing submitted by the Contractor
nor any observation or inspection of the construction of the Railway
Project nor the failure to review, approve, comment, observe or
inspect hereunder shall relieve or absolve the Contractor from its
obligations, duties and liabilities under this Agreement, Applicable
Laws and Applicable Permits; and

(b) the Authority shall not be liable to the Contractor by reason of any
review, comment, approval, observation or inspection referred to in
Sub-clause (a) above.

25.6 Exclusion of implied warranties etc.

This Agreement expressly excludes any warranty, condition or other

undertaking implied at law or by custom or otherwise arising out of any other
agreement between the Parties or any representation by either Party not
contained in a binding legal agreement executed by both Parties.

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25.7 Survival

25.7.1 Termination shall:

(a) not relieve the Contractor or the Authority, as the case may be, of any
obligations hereunder which expressly or by implication survive
Termination hereof; and

(b) except as otherwise provided in any provision of this Agreement

expressly limiting the liability of either Party, not relieve either Party
of any obligations or liabilities for loss or damage to the other Party
arising out of, or caused by, acts or omissions of such Party prior to
the effectiveness of such Termination or arising out of such
Termination.

25.7.2 All obligations surviving Termination shall only survive for a period of 3
(three) years following the date of such Termination.

25.8 Entire Agreement

This Agreement and the Schedules together constitute a complete and

exclusive statement of the terms of the agreement between the Parties on the
subject hereof, and no amendment or modification hereto shall be valid and
effective unless such modification or amendment is agreed to in writing by
the Parties and duly executed by persons especially empowered in this behalf
by the respective Parties. All prior written or oral understandings, offers or
other communications of every kind pertaining to this Agreement are
abrogated and withdrawn. For the avoidance of doubt, the Parties hereto
agree that any obligations of the Contractor arising from the Request for
Proposal and bid submissions, as the case may be, shall be deemed to form
part of this Agreement and treated as such.

25.9 Severability

If for any reason whatsoever, any provision of this Agreement is or becomes

invalid, illegal or unenforceable or is declared by any court of competent
jurisdiction or any other instrumentality to be invalid, illegal or
unenforceable, the validity, legality or enforceability of the remaining
provisions shall not be affected in any manner, and the Parties will negotiate
in good faith with a view to agreeing to one or more provisions which may
be substituted for such invalid, unenforceable or illegal provisions, as nearly
as is practicable to such invalid, illegal or unenforceable provision. Failure to
agree upon any such provisions shall not be subject to the Dispute Resolution
Procedure set forth under this Agreement or otherwise.

25.10 No partnership

This Agreement shall not be interpreted or construed to create an association,

joint venture or partnership between the Parties, or to impose any partnership
obligation or liability upon either Party, and neither Party shall have any
right, power or authority to enter into any agreement or undertaking for, or
act on behalf of, or to act as or be an agent or representative of, or to
otherwise bind, the other Party.

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25.11 Third parties

This Agreement is intended solely for the benefit of the Parties, and their
respective successors and permitted assigns, and nothing in this Agreement
shall be construed to create any duty to, standard of care with reference to, or
any liability to, any person not a Party to this Agreement.

25.12 Successors and assigns

This Agreement shall be binding upon, and inure to the benefit of the Parties
and their respective successors and permitted assigns.

25.13 Notices

Any notice or other communication to be given by any Party to the other

Party under or in connection with the matters contemplated by this
Agreement shall be in writing and shall:

(a) in the case of the Contractor, be given by facsimile or e-mail and by

letter delivered by hand to the address given and marked for attention
of the person set out below or to such other person as the Contractor
may from time to time designate by notice to the Authority; provided
that notices or other communications to be given to an address
outside Jabalpur / Bhopal may, if they are subsequently confirmed by
sending a copy thereof by registered acknowledgement due, air mail
or by courier, be sent by facsimile or e-mail to the person as the
Contractor may from time to time designate by notice to the
Authority;
[*****]

(b) in the case of the Authority, be given by facsimile or e-mail and by

letter delivered by hand and be addressed to the [Head of the
Authority] with a copy delivered to the Authority Representative or
such other person as the Authority may from time to time designate
by notice to the Contractor; provided that if the Contractor does not
have an office in Jabalpur / Bhopal , it may send such notice by
facsimile or e-mail and by registered acknowledgement due, air mail
or by courier; and

(c) any notice or communication by a Party to the other Party, given in

accordance herewith, shall be deemed to have been delivered when in
the normal course of post it ought to have been delivered and in all
other cases, it shall be deemed to have been delivered on the actual
date and time of delivery; provided that in the case of facsimile or e-
mail, it shall be deemed to have been delivered on the working day
following the date of its delivery.

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25.14 Language

All notices required to be given by one Party to the other Party and all other
communications, Documentation and proceedings which are in any way
relevant to this Agreement shall be in writing and in English language.

25.15 Counterparts

This Agreement may be executed in two counterparts, each of which, when

executed and delivered, shall constitute an original of this Agreement.

25.16 Confidentiality

The Parties shall treat the details of this Agreement as private and
confidential, except to the extent necessary to carry out obligations under it
or to comply with Applicable Laws. The Contractor shall not publish, permit
to be published, or disclose any particulars of the Works in any trade or
technical paper or elsewhere without the previous consent of the Authority.

25.17 Copyright and Intellectual Property rights

25.17.1As between the Parties, the Contractor shall retain the copyright and other
Intellectual Property rights in the Contractor‟s Documents and other design
documents made by (or on behalf of) the Contractor. The Contractor shall be
deemed (by signing this Agreement) to give to the Authority a non-
terminable transferable non-exclusive royalty-free licence to copy, use and
communicate the Contractor‟s Documents, including making and using
modifications of them. This licence shall:

(a) apply throughout the actual or intended working life (whichever is

longer) of the relevant parts of the Works,

(b) entitle any person in proper possession of the relevant part of the
Works to copy, use and communicate the Contractor‟s Documents for
the purposes of completing, operating, maintaining, altering,
adjusting, repairing and demolishing the Works, and

(c) in the case of Contractor‟s Documents which are in the form of

computer programs and other software, permit their use on any
computer on the Site and other places as envisaged by this
Agreement, including replacements of any computers supplied by the
Contractor:

25.17.2The Contractor‟s Documents and other design documents made by (or on

behalf of) the Contractor shall not, without the Contractor‟s consent, be
used, copied or communicated to a third party by (or on behalf of) the
Authority for purposes other than those permitted under this Clause 25.17.

25.17.3As between the Parties, the Authority shall retain the copyright and other
Intellectual Property rights in this Agreement and other documents made
by (or on behalf of) the Authority. The Contractor may, at its cost, copy,
use, and obtain communication of these documents for the purposes of this
Agreement. They shall not, without the Authority‟s consent, be copied,

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 used or communicated to a third party by the Contractor, except as
necessary for the purposes of the contract.

25.18 Limitation of Liability

25.18.1 Neither Party shall be liable to the other Party for loss of use of any Works,
loss of profit, loss of any contract or for any indirect or consequential loss or
damage which may be suffered by the other Party in connection with this
Agreement.

25.18.2 The total liability of one Party to the other Party under and in accordance
with the provisions of this Agreement, save and except as provided in
Articles 21 and 23, shall not exceed the Contract Price. For the avoidance of
doubt, this Clause shall not limit the liability in any case of fraud, deliberate
default or reckless misconduct by the defaulting Party.

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 ARTICLE 26
DEFINITIONS

26.1 Definitions

In this Agreement, the following words and expressions shall, unless repugnant to
the context or meaning thereof, have the meaning hereinafter respectively assigned
to them:

“Accounting Year” means the financial year commencing from the first day of
April of any calendar year and ending on the thirty-first day of March of the next
calendar year;

“Advance Payment” shall have the meaning as set forth in Clause 17.2.1;

“Affected Party” shall have the meaning as set forth in Clause 19.1;

“Affiliate” means, in relation to either Party {and/or Members}, a person who

controls, is controlled by, or is under the common control with such Party {or
Member} (as used in this definition, the expression “control” means, with respect to
a person which is a company or corporation, the ownership, directly or indirectly, of
more than 50% (fifty per cent) of the voting shares of such person, and with respect
to a person which is not a company or corporation, the power to direct the
management and policies of such person, whether by operation of law or by contract
or otherwise);

“Agreement” means this Agreement, its Recitals, the Schedules hereto and any
amendments thereto made in accordance with the provisions contained in this
Agreement;

“Applicable Laws” means all laws, brought into force and effect by GOI or the
State Government(s) including rules, regulations and notifications made thereunder,
and judgements, decrees, injunctions, writs and orders of any court of record,
applicable to this Agreement and the exercise, performance and discharge of the
respective rights and obligations of the Parties hereunder, as may be in force and
effect during the subsistence of this Agreement;

“Applicable Permits” means all clearances, licences, permits, authorisations, no

objection certificates, consents, approvals and exemptions required to be obtained or
maintained under Applicable Laws in connection with the construction of the
Railway Project during the subsistence of this Agreement;

“Appointed Date” means that date which is later of:

(a) the 15th day from the date of signing of this Agreement,

(b) the 30th day from the date on which the Contractor has delivered the
Performance Security in accordance with the provisions of Article 7;

(c) the date on which the Authority has provided the Right of Way and
environmental and forest clearances of at least 95% (ninety five per cent)
of the core land length and 90% (ninety percent ) of the non core land
length of the Railway Project in conformity with the provisions of Clause
4.3 and 8.2;

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“Arbitration Act” means the Arbitration and Conciliation Act, 1996 and shall
include modifications to or any re-enactment thereof, as in force from time to time;

“Authority” shall have the meaning attributed thereto in the array of Parties
hereinabove as set forth in the Recitals;

“Authority Default” shall have the meaning as set forth in Clause 21.2;

“Authority Engineer” shall have the meaning as set forth in Clause 16.1;

“Authority Representative” means such person or persons as may be authorised in

writing by the Authority to act on its behalf under this Agreement and shall include
any person or persons having authority to exercise any rights or perform and fulfil
any obligations of the Authority under this Agreement;

“Bank” means a Nationalised bank incorporated in India when a Bank Guarantee

for Advance Payment (Clause 17.2) is to be submitted and a Scheduled Commercial
Bank incorporated in India for all other purposes, or any other bank acceptable to the
Authority;

“Bank Rate” means the rate of interest specified by the Reserve Bank of India from
time to time in pursuance of section 49 of the Reserve Bank of India Act, 1934 or
any replacement of such Bank Rate for the time being in effect;

“Base Month” means the month just prior to Bid Due Date month. The Quarter for
applicability of price adjustment shall be commence from next month after Base
Month;

“Bid” means the documents in their entirety comprised in the bid submitted by the
selected bidder/Consortium in response to the Request for Proposalin accordance
with the provisions thereof;

[“Bid Security” means the bid security provided by the Contractor to the Authority
in accordance with the Request for Proposal, and which is to remain in force until
substituted by the Performance Security;]

“Change in Law” means the occurrence of any of the following after the Base
Month:

(a) the enactment of any new Indian law;

(b) the repeal, modification or re-enactment of any existing Indian law;
(c) the commencement of any Indian law which has not entered into effect until
the Base Month;
(d) a change in the interpretation or application of any Indian law by a
judgement of a court of record which has become final, conclusive and
binding, as compared to such interpretation or application by a court of
record prior to the Base Month; or
(e) any change in the rates of any of the Taxes or royalties that have a direct
effect on the Project;

“Change of Scope”shall have the meaning as set forth in Article 13;

“Change of Scope Notice” shall have the meaning asset forth in Clause 13.2.1;

147
“Change of Scope Order” shall have the meaning asset forth in Clause 13.2.4;

“Completion Certificate” shall have the meaning as set forth in Clause 12.4;

“Consortium/Joint Venture” means the Consortium/Joint Venture of entities

which have formed a consortium/joint venture for implementation of this Project;}$

“Construction” shall have the meaning as set forth in Clause 1.2.1 (f);

“Construction Period” means the period commencing from the Appointed Date
and ending on the date of the Completion Certificate;

“Contract Price” means the amount as specified in Clause 17.1.1;

“Contractor” shall have the meaning attributed thereto in the array of Parties
hereinabove as set forth in the Recitals;

“Contractor Default” shall have the meaning as set forth in Clause 21.1;

“Core Land” means the part of Land essentially needed to open & operationalize
the mainline for traffic including the Land required for laying the mainline tracks
and its Signalling/ Telecom/ Overhead Electrification/ Power Supply Installations,
Operational Buildings(station building, huts, goomties etc), as shown in item No.
3(a) of Annexure-I of Schedule-A;

“Cure Period” means the period specified in this Agreement for curing any breach
or default of any provision of this Agreement by the Party responsible for such
breach or default and shall:

(a) commence from the date on which a notice is delivered by one Party to the
other Party asking the latter to cure the breach or default specified in such
notice;

(b) not relieve any Party from liability to pay Damages or compensation under
the provisions of this Agreement; and

(c) not in any way be extended by any period of Suspension under this
Agreement; provided that if the cure of any breach by the Contractor requires
any reasonable action by the Contractor that must be approved by the
Authority or the Authority Engineer hereunder, the applicable Cure Period
shall be extended by the period taken by the Authority or the Authority
Engineer to accord their approval;

“Damages” shall have the meaning as set forth in paragraph (w) of Clause 1.2.1;

“Defect” means any defect or deficiency in Construction of the Works or any part
thereof, which does not conform with the Specifications and Standards;

“Defects Liability Period” shall have the meaning as set forthin Clause 15.1;

“Dispute” shall have the meaning as set forth in Clause 24.1.1;

$
This definition may be omitted if the Contractor is not a Consortium/Joint Venture.

148
“Dispute Resolution Procedure” means the procedure for resolution of Disputes as
set forth in Article 24;

“Drawings” means all of the drawings, calculations and documents pertaining to the
Railway Project as set forth in Schedule-H, and shall include „as built‟ drawings of
the Railway Project;

“Document” or “Documentation” means documentation in printed or written form,

or in tapes, discs, drawings, computer programmes, writings, reports, photographs,
films, cassettes, or expressed in any other written, electronic, audio or visual form;

“Emergency” means a condition or situation that is likely to endanger the safety or

security of the individuals on or about the Railway Project, including Users thereof,
or which poses an immediate threat of material damage to the Works or any of the
Project Assets;

“Encumbrances” means, in relation to the Railway Project, any encumbrances such

as mortgage, charge, pledge, lien, hypothecation, security interest, assignment,
privilege or priority of any kind having the effect of security or other such
obligations, and shall include any designation of loss payees or beneficiaries or any
similar arrangement under any insurance policy pertaining to the Railway Project,
where applicable herein but excluding utilities referred to in Clause 9.1;

“EPC” means engineering, procurement and construction;

“Final Payment Certificate” shall have the meaning as set forth in Clause 17.12.1;

“Final Payment Statement” shall have the meaning as set forth in Clause 17.10.1;

“Force Majeure” or “Force Majeure Event” shall have the meaning ascribed to it
in Clause 19.1;

[“GAD” or “General Arrangement Drawings” shall have the meaning as set forth
in Clause 4.1.3 (c);]

“GOI” or “Government” means the Government of India;

“Good Industry Practice” means the practices, methods, techniques, designs,

standards, skills, diligence, efficiency, reliability and prudence which are generally
and reasonably expected from a reasonably skilled and experienced contractor
engaged in the same type of undertaking as envisaged under this Agreement and
which would be expected to result in the performance of its obligations by the
Contractor in accordance with this Agreement, Applicable Laws and Applicable
Permits in reliable, safe, economical and efficient manner;

“Government Instrumentality” means any department, division or sub-division of

the Government or the State Government and includes any commission, board,
authority, agency or municipal and other local authority or statutory body, including
panchayat, under the control of the Government or the State Government, as the case
may be, and having jurisdiction over all or any part of the Railway Project or the
performance of all or any of the services or obligations of the Contractor under or
pursuant to this Agreement;

“IEEMA” means Indian Electrical and Electronics Manufactures Association

149
“Important Bridge” means a bridge having a linear waterway of 300 metres or a
total water way of 1000 sqm or more;

“Indemnified Party” means the Party entitled to the benefit of an indemnity

pursuant to Article 23 ;

“Indemnifying Party” means the Party obligated to indemnify the other Party
pursuant to Article 23;

“Indirect Political Event” shall have the meaning as set forth in Clause 19.3;

“Insurance Cover” means the aggregate of the maximum sums insured under the
insurances taken out by the Contractor pursuant to Article18, and includes all
insurances required to be taken out by the Contractor under Clauses 18.1 and 18.9
but not actually taken, and when used in the context of any act or event, it shall
mean the aggregate of the maximum sums insured and payable or deemed to be
insured and payable in relation to such act or event;

“Intellectual Property” means all patents, trade marks, service marks, logos, get-
up, trade names, internet domain names, rights in designs, blue prints, programmes
and manuals, drawings, copyright (including rights in computer software), database
rights, semi-conductor, topography rights, utility models, rights in know-how and
other intellectual property rights, in each case whether registered or unregistered and
including applications for registration, and all rights or forms of protection having
equivalent or similar effect anywhere in the world;

“Interim Payment Certificate” or “IPC” means the interim payment certificate

issued by the Authority Engineer for payment to the Contractor in respect of
Contractor‟s claims for payment raised in accordance with the provisions of this
Agreement;

{“Lead Member” shall, in the case of a Consortium/Joint Venture, mean the

member of such Consortium/Joint Venture who shall have the authority to bind the
contractor and each member of the Consortium/Joint Venture; and shall be deemed
to be the Contractor for the purposes of this Agreement;}$

$
This definition may be omitted if the Contractor is not a Consortium/Joint Venture.

150
“LOA” or “Letter of Acceptance” means the letter of acceptance referred to in
Recital (D);

“Maintenance Manual” shall have the meaning ascribed to it in Clause 10.6;

“Major Bridge” means a bridge having a linear waterway of 18 metres or more or

which has a clear opening of 12 metres or more in spans;

“Manuals” shall mean the manuals specified in Schedule-D;

“Material Adverse Effect” means a material adverse effect of any act or event on
the ability of either Party to perform any of its obligations under and in accordance
with the provisions of this Agreement and which act or event causes a material
financial burden or loss to either Party;

“Materials” are all the supplies used by the Contractor for incorporation in the
Works or for the maintenance of the Railway Project;

“Minor Bridge” means a bridge having a linear waterway of less than 18 metres or
which has a clear opening of less than 12 metres or in spans;

“Non-Core Land” means the Land required for the project line other than the
Core-Land, as shown in item No. 3(b) of Annexure-I of Schedule-A;

“Non-Political Event” shall have the meaning as set forth in Clause 19.2;

“Parties” means the parties to this Agreement collectively and “Party” shall mean
any of the parties to this Agreement individually;

“Performance Security” shall have the meaning as set forth in Clause 7.1;

“Plant” means the apparatus and machinery intended to form or forming part of the
Works;

“Political Event” shall have the meaning as set forth in Clause 19.4;

“Power Block” means the length of the railway line between two railway stations,
on which the overhead equipment (OHE) is de-energised and earthed to enable the
Contractor to execute construction or maintenance works;

“Programme” shall have the meaning as set forth in Clause 10.1.3;

“Project” means the construction and maintenance of the Railway Project in

accordance with the provisions of this Agreement, and includes all works, services
and equipment relating to or in respect of the Scope of the Project;

“Project Assets” means all physical and other assets relating to (a) tangible assets
such as civil works and equipment including [foundations, embankments,
pavements, road surface, interchanges, bridges, culverts, road over-bridges, drainage
works, traffic signals, sign boards, kilometre-stones, electrical systems,
communication systems, rest areas, relief centres, maintenance depots and
administrative offices]; and (b) Project Facilities situated on the Site;

“Project Completion Date” means the date on which the last Completion
Certificate is issued;

151
“Project Completion Schedule” means the progressive Project Milestones set forth
in Schedule-I for completion of the Railway Project on or before the Scheduled
Completion Date;

“Project Facilities” means all the amenities and facilities to be constructed on the
Site, as described in Schedule-C;

“Project Milestone” means the project milestone set forth in Schedule-I and
includes the Scheduled Completion Date;

“Proof Consultant” shall have the meaning as set forth in Clause 10.2.2;

“Provisional Certificate” shall have the meaning as set forth in Clause 12.2;

“Punch List” shall have the meaning as set forth in Clause 12.2.1;

“Quality Assurance Plan ”or “QAP” shall have the meaning as set forth in Clause
11.2.1;

“Railway Project” means the Works specified in this Agreement onthe railway line
from *** to *** having a length of *** kms in *** Zone;

“Re.”, “Rs.”or “Rupees ”or“ Indian Rupees” means the lawful currency of the
Republic of India;

“Request for Proposals” or“RFP ”shall have the meaning as set forth in Recital
„C‟;
“Retention Money” shall have the meaning set forth in Clause 7.5.1;

“Right of Way” means the constructive possession of the Site free from
encroachments and encumbrances, together with all way leaves, easements,
unrestricted access and other rights of way, howsoever described, necessary for
construction of the Railway Project in accordance with this Agreement;

“RINL” means Rashtriya Ispat Nigam Limited

“Safety Consultant” shall have the meaning as set forth in clause 10.2.11

“Scheduled Completion Date” shall be the date as set forth in Clause 10.3.1;

“Scope of the Project” shall have the meaning as set forth in Clause 2.1;

“Section” means the portion of the railway line between two block stations;

“Site” shall have the meaning as set forth in Clause 8.1;

“Specifications and Standards” means the specifications and standards relating to

the quality, quantity, capacity and other requirements for the Railway Project, as set
forth in Schedule-D, and any modifications thereof, or additions thereto, as included
in the design and engineering for the Railway Project submitted by the Contractor
to, and expressly approved by, the Authority;

“Stage Payment Statement” shall have the meaning as set forth in Clause 17.4;

“Structures” means an elevated railway line or a flyover, as the case may be;

152
“Sub-contractor” means any person or persons to whom a part of the Works has
been subcontracted by the Contractor and the permitted legal successors in title to
such person, but not an assignee to such person;

“Suspension”s hall have the meaning as set forth in Article 20;

“Taxes” means any Indian taxes including excise duties, customs duties, value
added tax, sales tax, local taxes, cess and any impost or surcharge of like nature
(whether Central, State or local) on the goods, Materials, equipment and services
incorporated in and forming part of the Railway Project charged, levied or
imposedby any Government Instrumentality, but excluding any interest, penalties
and other sums in relation thereto imposed on any account whatsoever. For the
avoidance of doubt, Taxes shall not include taxes on corporate income;

“Termination” means the expiry or termination of this Agreement;

“Termination Notice” means the communication issued in accordance with this

Agreement by one Party to the other Party terminating this Agreement;

“Termination Payment” means the amount payable by either Party to the other
upon Termination in accordance with Article 21;

“Terms of Reference” or “TOR” shall have the meaning as set forth in Clause
16.2.1;

“Tests” means the tests set forth in Schedule-J to determine the completion of
Works in accordance with the provisions of this Agreement;

“Time Extension” shall have the meaning as set forth in Clause 10.4.1;

“Traffic Block” means the length of railway line between two railway stations, on
which traffic is blockedwith or without OHE being de-energised to enable
construction or maintenance works to be undertaken.

“User” means a person who travels or intends to travel on the Railway Project or
any part thereof on any train or vehicle;

“Valuation of Unpaid works” shall have the meaning as set forth in Clause 21.5.1;

“Works” means all works including survey and investigation, design, engineering,
procurement, construction, Plant, Materials, temporary works and other things
necessary to complete the Railway Project in accordance with this Agreement; and

“WPI” means the wholesale price index for various commodities as published by
the Ministry of Commerce and Industry, GOI and shall include any index which
substitutes the WPI, and any reference to WPI shall, unless the context otherwise
requires, be construed as a reference to the WPI published for the period ending with
the preceding month.

IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED AND

DELIVERED THIS AGREEMENT AS OF THE DAY, MONTH AND YEAR
FIRST ABOVE WRITTEN.

153
SIGNED, SEALED AND SIGNED, SEALED AND

DELIVERED DELIVERED

For and on behalf of For and on behalf of

[West Central Railway] by: THE CONTRACTOR by:

(Signature) (Signature)

(Name) (Name)

(Designation) (Designation)

In the presence of:

1.

2.

{COUNTERSIGNED and accepted by:

Name and particulars of other members of the Consortium/Joint Venture}

154
Schedules

155
 SCHEDULE - A
(See Clauses 2.1 and 8.1)
SITE OF THE PROJECT

1 The Site

1.1 Site of the Railway Project shall include the land, buildings, structures and
track works as described in Annex-I of this Schedule-A.

1.2 The dates of handing over Right of Way to the Contractor are specified in
Annex-II of this Schedule-A.

1.3 An inventory of the Site including the land, buildings, structures, track
works, trees and any other immovable property on, or attached to, the Site
shall be prepared jointly by the Authority‟s Representative and the
Contractor, and such inventory shall form part of the memorandum referred
to in Clause 8.2.1 of this Agreement.

1.4 The alignment plans of the Railway Project are specified in Annex-III.

1.5 The status of the environment clearances and forest clearances obtained or
awaited is given in Annex IV.

156
 Annex - I
(Schedule-A)
Site16

PROJECT: Provision of KAVACH (Train Collision Avoidance System)

in Bina- Itarsi- Jujharpur section &UP and DN flyover in , Powarkheda
to Jhujharpur track of Bhopal Division Over West Central Railway.

1 Salient features:

Railway West Central Railway

Name of Division BHOPAL
Name of Section BINA( 975.150) –ET( 745.130 )-JHP( 747.92),&
UP and DN flyover between Jujharpur to
Powarkheda
Section Length 260 RKM ( approx.)
Max. Permissible Speed 130 KMPH(BINA-ET-JHP),
Number of Lines Triple( BINA-ET) and Double( ET-JHP)
System of Block working Absolute (BNI –BKA , ET-JHP ,ODG TO BINA
(ABS work is in progress in ODG- BINA ,
KAVACH to be implemented on ABS)
& Automatic (ET to BNI & BKA to ODG )

The route length of the Railway Project is described below:

2. Route Length

The route length of the Railway Project comprises the section as described
below:

S. Name Name Start End (km) Length Remarks

No of of (km) (km)
location location
From To

1 JHP ET 747.962 745.130 2.832

2 ET BINA 745.130 975.150 230.02
3 PRKD JHP 15.74 Up
flyover
4 PRKD JHP 10.306 Dn
Flyover

157
 3a. Core Land

The Site of the Railway Project comprises the land described below:

S. Name of Name Start End (km) Remarks

No location From of (km)
location
To

1 JHP ET 747.962 745.130

2 ET BINA 745.130 975.150

3b. Non Core Land

The non core land will be available in JHP-ET-BPL section, however OFC and
Building in BPL-BINA section will be made available as per details given in
feasibility report.

4 Details of Existing Structures :

4.1. Permanent Way: N/A

4.2. Electrification: N/A
4.3 Important Bridges & Major Bridges: No new minor Bridge/Culvert to be
constructed,
However, for status of existing Important Bridges & Major Bridges, refer Feasibility
Report.
4.4. Minor Bridges/Culvert: N/A
4.5. Tunnels: No new tunnel to be constructed. See Feasibility Report for Existing
Tunnels.
4.6. Railway Flyovers: No new Railway Flyovers to be constructed,
4.7. Road Under-Bridges (RUB)/ Road Over-Bridges (ROB): No new Road Under-
Bridges

4.8 Gradient list of the section: attached in Feasibility report.

4.9 Railway Level Crossings(LCs): No new Railway Level Crossings to be
constructed.
4.10 Railway Stations on Railway Project: Refer the feasibility report.
4.11 Railway Yards: N/A
4.12. Foot Over Bridges (FOBs) on Railway Project: Not required for KAVACH
project
4.13. Transmission Lines Crossing the Right of Way: No new transmission lines
crossing to be done,
4.14 Underground Power Line Crossing the Right of Way: No new Underground
Power Line to be constructed
4.15. Signalling Infrastructure: As per feasibility report
4.16. Telecommunication Infrastructure: As per feasibility report
4.17 Latitude and Longitude details of all Stations & Auto Huts (LSC/RH): Refer
FeasibilityReport.

158
 Annex - II
(Schedule-A)
Dates for providing Right of Way

The following are complete details of the Right of Way showing the dates on which
the Authority shall provide the different sections of the Right of Way to the
Contractor:
The Right of way is available in BPL-ET-JHP section while for the BPL- BINA
section, 2 *48 F OFC and Buildings will be made available in BINA- BHS section
by Dec 25 and in BHS-BPL section by May 26.( that is the non core land)

Right of way( in core land) is available for entire length of the Project except Budni
Barkheda section of 19.39 Km for which wild life clearance has to processed by the
contractor whose legal cost and fees will be reimbursed.

159
 Annex - III
(Schedule-A)
Plan and Profile

The proposed alignment plan, L-sections, Engineering Scale Plans (ESPs), Signaling
Interlocking Plans (SIPs) of the Railway Project Line are attached. This is based on
survey conducted by the Authority. The Contractor shall verify alignment plan, L-
sections, ESPs, SIPs for ensuring technical feasibility within the Right of Way
boundaries. (Any deviation [positive/negative] from the enclosed Engineering Scale
Plans, Approved Alignment plan, L section and Signal Interlocking Plan will be
treated as Change of scope.)

160
 Annex - IV
(Schedule-A)
Environment Clearances and Forest Clearances

1. Environment clearances*

(a) The following environment clearances have been obtained:

Nil

(b) The following environment clearances are awaited:

Nil

2. Forest clearances

(a) The following forest clearances have been obtained:

Nil

(b) The following forest clearances are awaited:

Forest and wildlife clearance for Budni –Barkheda (19.39 Km) section to be
initiated by the bidder on behalf of West Central Railway. Contractor shall process for
clearances within one month of appointed date. The legal cost and fees will be reimbursed
by railways.

161
 SCHEDULE - B
(See Clause 2.1)
Development of the Railway Project

Development of the Railway Project shall include design and construction of the
Railway Project as described in Annex 1 to this Schedule-B and in Schedule-C.

Annexure-I
(Schedule-B)
Description of Railway Project
The data and information related to L-section/ Geo technical data provided are
indicative and for guidance only. These should be rechecked, verified and modified
by conducting site investigation to suit the site conditions. Site Investigation should
include but not limited to topographical survey, hydrological survey and
geotechnical surveys etc. Any change on account of existing ground conditions
mentioned in L- Section/Alignment/ ESPs shall not be considered as Change of
Scope. For avoidance of doubt, it is clarified that the existing ground conditions
areto be validated by bidders before bid and hence no change on this account is
payable.

General Scope of work.

Following works are identified to be carried out in the section:

Provision of on board KAVACH (Train Collision Avoidance System) Equipment‟s in

Bina-Itarsi-JuJharpur section &, Jujharpur to Powarkheda fly over UP & DN track(
Approx 260km ) of Bhopal division over West Central Railway.,

Commissioning of 4x48 Fibres OFC Backbone with route diversity for communication
between Jujharpur Station to Barkheda , 1x24 OFC in each UP & DN line flyover
from Jujharpur to Powarkheda & 2 *48 OFC from RKMP station to BPL division
Control office with route diversity , OFC Hut to Relay Room at station , terminate
4X48 at Station, IBS, LC gate , Auto hut and also terminate 2X48 OFC cable at LC gate
and KAVACH huts in Barkheda to Bina section.

6.1.1 Signalling works

All signalling works for KAVACH including Survey, design, supply, installation,
testing and commissioning shall be executed in accordance with the provisions of
the Indian Railway Signal Engineering Manual, RDSO Specification
RDSO/SPN/196/2020 version 4.0 or latest and Technical advisory note (TAN) and
testing formats issued on the subject by RDSO from time to time.

All signalling works including survey, design, supply, installation, testing &
commissioning shall be executed in accordance with the provision of Indian
Railway Signal Engineering Manual & policy /guidelines prevailing over WC
Railway. Purpose is to ultimately provide Cab signalling, protection against
collisions, over speeding and passing of signal at danger.

162
6.1.2 (KAVACH) Train Collision Avoidance System

1. Supply installation, testing commissioning of KAVACH equipments

in the section as RDSO Specification No. RDSO/SPN/196/2020
version 4.0 or latest.

2. RF Survey of the BINA- ET-JHP section and UP and DN flyover

between Jujharpur to Powarkheda to be conducted for giving
continuous UHF coverage suitable for Automatic Block Signalling.

3. Authority is going to provide LTE network in this section at later

stage for which RF survey to decide location of towers has been
conducted and the report indicating locations of LTE towers is
enclosed. RF survey for providing continuous coverage using UHF
for the KAVACH system proposed to be provided through this
tender is to be done by the contractor in such a way to locate UHF-
KAVACH towers at the tower locations as per LTE survey.

4. Commissioning of 4x48 Fibres OFC Backbone with route diversity

(2*48 fiber on either side of track) for communication between
Jujharpur-Itarsi-Powarkheda to Barkheda. 1x24 OFC for Jujharpur
to Powarkheda fly over UP & DN line & 2x48 RKMP station to
BPL division Control office and OFC Cable hut to Relay Room at
each station. This also includes termination of 4X48Fiber OFC at
each Station, IBS, LC gates in the section. It is clarified that, in
BKA-Bina section, the work of ABS is in progress and as a part of
that ABS work, 2X48 fibre OFC cables are being provided one each
on either side of track and the same is to be used for KAVACH
works. Where 4X48 F OFC is being provided, 1x48 fibre OFC on
each side will get terminated at every Signalling related installation
in block section as well as at stations and the balance 1x48F OFC on
each side should be terminated at Jujharpur, Itarsi & HBD stations..

5. Construction of Building and provision of general electrical fitting

for KAVACH equipments as per the requirement given in feasibility
report.

6. Design, Supply, Installation, Testing and commissioning of On

Board KAVACH equipment in locomotives in 25 electric locos of
Itarsi Locoshed.

7. The Onboard Kavach system is to be commissioned on a UHF

modem. As an enabling provision, the Onboard Kavach system will
be installed with two LTE Routers and two LTE Cab Rooftop
Antennas. The technical specifications for the LTE Routers and LTE
Cab Rooftop Antennas are referenced as TS No. ST- 54/2023/LTE
Router Ver 3.0p or latest and TS No. ST-54/2023/CRA Ver 2.0p or
latest, respectively.

8. Provision of Loco TCAS Test bench at ET loco shed and Stationary

TCAS test bench one at each Bhopal and ET stations.

163
9. Setting up of KAVACH Lab setup at Bhopal.as per details given in
annexure-1.
10. Setting up of KAVACH FAT setup at Bhopal.

11. Provision of 2* 10 KVA AT at the section as per the site

requirements and details given in section III.

12. OFC 2x48 (available in the section) to be dropped at LC Gates/Huts

and mid-section KAVACH hut location in Barkheda to Bina
Section.

13. Existing 110V DC supply at existing Stations/Interlocked LC

Gates/IBS/ABS Hut may be used for KAVACH equipment‟s by
providing suitable fuse/MCB if spare capacity is available otherwise
increase the capacity of existing IPS. All other required supplies for
the KAVACH equipment‟s to be derived from the 110V DC supply
made available Suitable power supply arrangement with power back
up has to be provided in the mid-section KAVACH building if no
existing power supply arrangement is available.

14. Processing of various clearances like wildlife, forest, WPC,

SCAFA, etc on behalf of authority.

15. SIM (Preferably Machine to Machine) has to be provided by bidder

for the KAVACH equipments.

16. Utility shifting works for executing this work, along with their
restoration, wherever required, are part of this work. Shifting of
cable (signalling/telecom/electrical etc.), location boxes, water
pipeline, breakage/restoration of boundary wall etc. is considered as
part of this work.

164
 SCHEDULE - C
(See Clause 2.1
PROJECT FACILITIES18

1.0 The Contractor shall construct the Project Facilities in accordance with the provisions of
this Agreement. Such Project Facilities shall include: SITE FACILITIES FOR THE
EMPLOYER AND THE ENGINEER

1.1 GENERAL

The Contractor shall provide for the use of the Employer/Engineer office
accommodation, equipment, communication & drawing facilities throughout the course of the
work and for such period of time during the defects liability period as the employer & Engineer
may require, The details of the accommodation & the other facilities are detailed below:

All the facilities under this clause will continue to be maintained by the Contractor free of cost
till the defect liability period is over. There after the Contractor shall dismantle the building and
take away all the materials, office furniture, & equipment etc which will be the property of the
Contractor.

1.2 SITE OFFICES

1.2.1 Accommodation for the Employer/Engineer shall consist of two offices ( one main office
at Vidisha and one site office at Narmadapuram to be constructed by the Contractor at a place
in the Section with approval of railway authority, within one month from the appointed date . In
case of delay within the specified period in schedule-I, the Contractor shall pay Damages to the
Authority as per the clause 10.3.2.

1.2.2 The site office should remain open for 24 hours a day and 7 days a week i.e. round the
clock till the defect liability period is over.

1.2.3 The minimum area requirement for main office:

Office will provide for the following rooms: Area required (Sq. m)
SITE OFFICE for Engineer/Employer to be
constructed by Contractor
Site officer of Railway/ Project Manager/ 16
Site officer of Railway /Resident Engineer 16
Conference Room 20

165
 Office staff / Computer/Drawing Office of PMC. 16
Pantry area 10
Toilets(02 Nos) 5 each
Total Area in Sq m. 88

The minimum area requirement for site office:

Office will provide for the following rooms: Area required

SITE OFFICE for Engineer/Employer to be (Sq. m)
constructed by Contractor
Site officer of Railway/ Project Manager/ 16
Site officer of Railway /Resident Engineer 16
Office staff / Computer/Drawing Office of 16
PMC.
Pantry area 10
Toilets(02 Nos) 5 each
Total Area in Sq m. 68

1.2.4 Materials used for the construction of the offices shall be new and of good quality.
Materials shall be chosen such that the buildings when erected shall give good ventilation, heat
and sound insulation. Alternate hiring accommodation in commercial complex can also be made
with approval of railway authority. Hired accommodation in commercial complex is acceptable
but of the given specifications or better, meeting minimum area requirement.

1.2.5 All buildings shall be supplied with continuous (24 hour) running potable cold water to
the wash rooms. The toilets may use raw water for flushing. The Contractor shall also arrange
for the constant and hygienic disposal of all effluent, sewage and rubbish from the buildings.

1.2.6 All buildings shall be supplied with electricity, AC 240 Voltage 50 Hz that shall be
distributed to each room in accordance with the Regulations. Lighting and electrical power
points shall be provided in each room. The disposition and location of light and power points
will be as directed by the Engineer. 24 hours power supply is to be arranged by contractor to
meet full power load. Fans and coolers etc will be provided as decided by the engineer. Rooms
for officers of railway / PMC manager, Resident Engineer, Conference room shall be provided
with Air conditioners with appropriate capacity.

1.2.8 Fire fighting equipment shall be provided in accordance with the local recommendations

1.3 FURNITURE AND OTHER OFFICE EQUIPMENT

1.3.1 The Contractor shall supply and maintain the following new furniture and equipment
to the Engineer‟s offices within one month of date of issue of LOA until the defect
liability period is over:

The following items to be provided at each office. However, the conference table and chairs
to be provided only at main office.

166
 Description of Item Nos.
Conference table (3000mm x 1200mm) 1
Conference chairs 12
Glass-fronted lockable bookcase 2
1500mm x 900mm double pedestal desk 2
1200mm x 900mm single pedestal desks 3
Swivel office chair with armrests 2
Swivel office chair without armrests 3
Typist chair 2
Visitors chair 2
4-drawer filing cabinet 1
1500mm x 900mm tables 3
Steel lockable cupboard 6ft high with internal shelves 1
Heavy Duty Paper Shredders 1
First aid kits for up to 30 persons 1
Safety helmets 15
Safety harness 15
Day-glow waistcoat 15
5 L kettles 1
2 L kettles 2
Potable water dispenser with hot/cold Taps 1
Cups and plates 20
Fire extinguisher (As required
confirming to the
stipulations of
Local authorities ).
Silent DG set of minimum power of 10 KVA 1

Note: In case of failure to provide the equipments within the specified period in schedule-I, the
Contractor shall pay Damages to the Authority as per the clause 10.3.2.

1.5 OFFICE MAINTENANCE

1.5.1 The contractor is required to maintain the offices throughout the contract period and
provide the following, but not limited to:

i. Pay all electricity charges.

ii. Pay all water charges.
iii. Carry out necessary repairs to office and equipment as and when required.

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 iv. Day - to - Day cleaning and maintenance and watch & ward etc

1.5.2 The contractor shall provide within one month from the appointed date personnel in
the office as required for watch and ward of the site office.

Watchmen / Security ( in shift duty till the defect Liability period is over)

Note: In case of delay beyond the specified period in schedule-I, the Contractor shall
pay Damages to the Authority as per the clause 10.3.2.

1.6 EQUIPMENT FOR USE OF THE ENGINEER.

The Contractor shall provide new equipment and software as listed below and maintain
them for the exclusive use of the Employer and the Engineer. The Contractor shall
provide and maintain the following equipment for the use of the Engineer and the
Employer within one month from the date of appointed dateuntil the defect liability
period is over. On completion of defect liability period, the equipment shall be property
of the Contractor. These items have to be provided at each office.

Per office equipment requirement are as follows:

(a) Desktop Computer With minimum specification of Intel Core i7, 3.4 GHz, 3
two nos. MB Cache, 16 GB DDR3 RAM, 500 GB Hard Disk
Drive, DVD Writer, 18.5” colour TFT monitor, 10/100
LAN Card, Modem Card,

Operating System - Windows 8 Professional or higher

preloaded with media and documentation and certificate
of authenticity and Microsoft Security Essentials
preloaded antivirus software.
(b) Laptop rugged – With minimum specification of Intel Core i5, 4 GB
two Nos. RAM, 500 GB Hard Disk Drive, 11.6” color display,
2xUSB-2.0, standard keyboard

Weight - not more than 2.5 kg,

Battery backup - minimum 4 hrs

Operating System - Windows 10 or higher preloaded

with media and documentation and certificate of
authenticity and Microsoft Security Essentials preloaded
antivirus software.

A laptop bag and Adapter/Battery charger shall also be

provided with the laptop.
(c) Printers cum The A4 size printer shall be all in one laser and Printer,
scanner – 2 nos. A3 size printer shall be Colour Officejet with a print
(A4 size without speed of up to 8 pages at 800 dpi or More.
scanner– 1 No. and
A3 size with

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 scanner – 1 No.)
(d) Television-1 no 4K HD LED TV of 55 inch display size.
(e) Application (i) Microsoft office latest release (2013).
software (ii) AUTOCAD 3D 2015
(iii) M S Project/ Sure Track.
(iv) PDF Converter/Professional
(f) Xerox Machine- 1 No. for paper prints capable of reduction and copying A3 &
A4 size paper with automatic document feeder capability and sorter. (Canon IR
2020 or similar/ better)
(g) UPS system with sufficient power backup (with minimum backup time of 30
minute) to meet the sufficient power load in case of power disruption.

(h) Surge Protection Devices (one for each computer and printer as given above)

(i) Power supply for the systems is to be AC 240 volts, 50 Hz from normal
building wiring circuit mains, power regulator, stabilizer or transformer should
be supplied by the Contractor for the computer systems such that the systems
can function efficiently.

(j) 100 MBPS internet connection with wifi facility so that multiple devices can be
connected.

Note: In case of failure to provide the equipment including original software &
internet connectivity within specified period in schedule-I, the Contractor shall pay
Damages to the Authority as per the clause 10.3.2

1 Project Facilities

Civil works, signalling and telecom

a) Project network with project monitoring software like MS project along with
closed user telecom group, fax and e-mail facilities and mobile communication
network for project monitoring .
b) Civil work will also include Service Building, Construction of Masonry Huts
at Huts, stations and station service building at station for installing ABS
equipments , Electric supply installation in constructed structure, Breaking of
RCC concrete in Relay Room / Panel Room for drawing cables etc.

Railway electrification

a) Danger and caution boards

b) Protective screens
c) Earthing arrangement for structures

169
 SCHEDULE - D

(See Clause 2.1)

SPECIFICATIONS AND STANDARDS
1 Construction

The Contractor shall comply with the Specifications and Standards set forth
in Annex-I of this Schedule-D for construction of the Railway Project. The
time limit for the review and clearances by the Authority for design and
drawings submitted by the Contractor shall be as indicated in Annexure-II.

2 Design Standards

The Railway Project including Project Facilities shall conform to design

requirements set out in the following documents:

[Indian Railways Permanent Way Manual, Indian Railway Bridge Manual,

Indian Railway Schedule of Dimensions & relevant IRS Specifications
referred in the Manual, Indian Railway Signalling Engineering Manual,
Indian Railway Telecom Manual, & relevant IRS/RDSO Specifications
referred in the Manual, AC Traction Manual, Rules for Opening Railways ]

[Note: Specify the relevant Manual, Specifications and Standards]

3 Latest Version

Latest version of the Manuals, Specifications and Standards including the

amendments notified/published by the Base Month shall be considered
applicable.

4 Terms used in Manuals

The terms [„Inspector‟, „ASTE‟, „DSTE‟] used in the Manuals shall be

deemed to be substituted by the term “Authority Engineer”; to the extent it
is consistent with the provisions of the Agreement.

5 Absence of specific provision

In the absence of any specific provision on any particular issue in the

aforesaid Manuals, Specifications, or Standards, the following standards
shall apply in order of priority

Bureau of Indian Standards (BIS)

Euro Codes or British Standards or American Standards

Any other specifications/standards proposed by the Contractor and reviewed

by the Authority Engineer.

170
6 Alternative Specifications and Standards

6.1 The requirements specified in the Manuals are the minimum. The Contractor
shall, however, be free to adopt international practices, alternative
specifications, materials and standards to bring in innovation in the design
and construction provided they are better or comparable with the standards
prescribed in the Manuals. The specifications and techniques which are not
included in the Indian Railway Manuals/ RDSO specifications shall be
supported with authentic specifications and standards specified in paragraph
5 above. Such a proposal shall be submitted by the Contractor to the
Authority Engineer. In case, the Authority Engineer is of the opinion that the
proposal submitted by the Contractor is not in conformity with any of the
international standards or codes, then he shall record his reasons and convey
the same to the Contractor for compliance.

6.2 In case, the Contractor is offering an alternative product which is not as

per the designs/specifications stipulated in this Agreement, but the same is
already in the use with satisfactory performance in one or more major
world Railway(s) for more than 5(five) years for the same or higher design
speed/rating (as applicable for project line), such product can be permitted
to be used by the Authority Engineer in accordance with the Cross
Approval policy of the Railway Board as existing at the time of offering of
such product. The products covered for the purpose of this clause shall be
as per the list provided in the policy.

171
 Annex - I
(Schedule-D)
Specifications and Standards for Construction

1 Specifications and Standards

All Materials, works and construction operations shall conform to the
following manuals:
1.1 For civil works:
(a) Indian Railways Permanent Way Manual
(b) Indian Railway Bridge Manual
(c) Indian Railway Schedule of Dimensions
(d) The relevant IRS Specifications referred to in the above
documents listed at (i), (ii) and (iii)
(e) Specifications of Works of concerned zonal railway
(f) In case of any contradiction in the various codal provisions, the order
of precedence shall be as follows:-
aa) Provisions of this Annex I.
bb) IRS Codal provisions
cc) IRC Codal provisions
dd) IS (BIS) Codal provisions
1.2 For signalling and telecommunication works:
(a) Indian Railway Signal Engineering Manual for signalling; and
(b) Indian Railway Telecom Manual for telecommunication works.
(c) Latest IRS / RDSO specifications
(d) RDSO specification RDSO/ SPN/ 196/ 2020 , version4.0 or latest
(e) Advisory Note STS/ E/TAN/5001, ver1.0, dt.20/06/2019 or latest.
(f) TS No. ST-54/2023/LTE Router Ver3.0p or laterst
(g) If RDSO approved vender is available for a material ,then all
materials are to be procured from RDSO approved firms with RDSO
specification
\1.3 For electrification works:
(a) Indian Railways Manual AC Traction, Volume-II Part-I and Volume-
II Part-II.
(b) Manual of Standards & Specification for Railway Electrification
(c) Indian Railways Standards of Dimension

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2 Deviations from the Specifications and Standards

Not applicable

3. LIST OF SPECIFICATION

SN Description RDSO Specification No.

1. Station /Loco/IBS/LC RDSO/SPN/196/2020, Ver. 4.0 or latest
gate KAVACH
Equipments
2. Cables & OFC Backbone OFC- RDSO/SPN/TC/110/2020 Revision - 0. QUAD-
for KAVACH IRS:TC 3005
3. Maintenance Free Earth RDSO Spec: RDSO/SPN/197 Version 1.0
4. 24/48F Armoured OFC RDSO Specification No. RDSO/SPN/TC/110/2020 Rev-
cable 0.0 or latest.
5. HDPE duct RDSO/SPN/TC/45/2013 revision 2.0 or latest.
6. Power cable 2C x 25 sq. IRS. S.63/2014 Rev 4.0 and IS.1554 part I ( Rev 4.0) or
mm latest.
7. 6 Quad cable IRS:TC 30-2005 Ver 1. with amdt. 5 or latest
8. 48F OFC Joint enclosure TEC/GR/TX/OJC-002/03/APR-2010
9. FDMS RDSO/SPN/TC/37/2020 Rev.4 or latest
10. IP MPLS RDSO TAN No STT/TAN/IP-MPLS/2020 or latest
11. 48 V SMPS charger RDSO/SPN/TL/23/99 (ver.4) with latest amendments
12. 200 AH MF VRLA RDSO specn. S-93-96(A) with latest amendments
battery
13. 24V Battery charger RDSO/SPN/IL/23/2008 or latest amendment.
14. Mini OTDR TEC/GR/TX/OTD -002/04/AUG 2019 with latest
amendments.
15. Power meter TEC GR No. G/OPM/01/03 Feb 2005
16. Splicing Machine G/OSM/ 01/02 May 99 or latest amendment.
17. OFC Tool kit TEC Specification No. GR/OFT-01/03 APR 2006 with
latest amendments
18. LAN Extender RDSO/SPN/TC/82/2020/Rev. 2.0 or latest amendments.
19. Thermo shrinkable IRS TC. 77/2012 Rev. 3.0 or latest
jointing kit
20. Optical dual laser source TEC GR No. GR/SLS-01/03 Feb-2005 Type -C (Duel
wavelength) or latest.
21. Media convertor RDSO/SPN/TC/103/2013 Rev. 1.0 or latest amendment.
22. RFID Marker SM1500, SML 1014 model or similar-Telephone- based
Electronic Cable marker 22.5 cm dia, 1.5m depth range, 10
Digits Hexadecimal 1D Code, 101.4KHz Frequency.
23. RFID Marker Locator SML model or similar, 8000 marker records, Built in GPS
module, 1.5m Depth Range 4 x 20 Digit LCD display
Cable marker Locator, specification attached as annexure.
Relays & wiring
24. QN1, BRS: 930, IRS S34 & IRS: S 23
25. QNN1 BRS 960, along with IRS-S23, S-34 (as applicable).

173
 26. QNNA1 BRS 960, along with IRS-S23, S-34 and IRS-S60 (as
applicable).
27. QNA1 BRS 931A, IRS-S60, IRS-S34 and IRS-S23 (as
applicable).
28. flexible wire 16/0.2 mm RDSO spec. Nos. IRS S: 76/89 with latest amendments
dia
29. indoor cable 1x60x0.6 RDSO specification IRS:S: 76/89 with latest amendments.
mm dia
30. terminal block 6 Way IRS S 75/2006 Rev. 2.0 & IRS S 23 with amendment 2 or
latest.
31. terminal block 1 Way IRS S 75/2006 Rev. 2.0 & IRS S 23 with amendment 2 or
PBT 60mm latest.
32. Supply of WAGO RDSO spec 189/2004 Ver. 3.0 or latest.
33. Supply of cartridge fuse IRS-S75/2006 Rev. 2.0 with latest amendments
block made of PBT
34. Non-deteriorating type IRS-S78/92 with latest amendments.
low voltage cartridge
35. phenolic laminated sheet as per specification IS:2036 of 1974 or latest
36. Supply and installation of (as per RDSO recommended sources)
Maintenance free earth
37. 35 mm² Multi-Strand as per IS: 694 for connecting Main earth electrode to
single core PVC insulated MEEB
copper cable
38. flexible cable single core IRS:S: 76/89 with latest amendments.
multistrand copper
conductors, 1x10 mm²
39. FDMS RDSO spec No. RDSO/SPN/TC/37/2020 Rev. 4.0 or
latest
40. MS-C' channel of size .IS-1239(part-1) : 2004 Rev.6.0 or latest
100mmX50mmX1200mm
41. Supply & Laying of GI .IS-1239(part-1) : 2004 Rev.6.0 or latest
Pipes inner diameter 100
mm,
42. Supply of DWC Pipe of as per British standard No. BSEN50086-1 and BSEN
120 mm outer dia/103 50086-2-4 and BIS draft specification DOC No. ETD
14(5071) and ETD 14(5072)
43. 12Cx1.5 SQMM IRS-63/2014 Rev-4 or latest
Signalling cable
44. Flexible wire (relay IS-694/1990 or latest
wiring)
45 LTE router TS No. ST- 54/2023/LTE Router Ver 3.0p
4 Cab rooftop Antenna TS No. ST-54/2023/CRA Ver 2.0p or latest
6

174
 Annex - II
(Schedule-D)

(See Clause 10.2.7(c))

Time Schedule for Review of Drawings by the Authority:

List of Drawings by the Authority as per RDSO letter no. RDSO-

SIG0KAVACH(GEN) /1/2020, dt. 20/11/2020.
Design Inputs

S.No For each Responsibility Remarks

station
1 Station number Railway & OEM Follow RDSO TAN
allocation
2 Maximum Railway As per extent guidelines of RDSO
number of
trains that can
be
accomodated
simultaneously
in a station
section (Distant
to LSS under
the control of
the station)
3 Central location Railway Stations chainage mentioned in the table for existing signalling
of Railway in infrastructure
Kilometer
4 Communication Railway As automatic signalling is under progress for the
Mandatory whole section, hence continuous radio coverage is
Zone (direction planned with overlapping radio coverage between
wise) adjacent towers as indicated in summary of
preliminary RSSI survey attached.
5 Stationary Railway F0- 441.8 MHz,
KAVACH wise Pair1: F1/F2- 456.8 MHz/416.8 MHz,
Frequency pair Pair2: F3 F4--466.8 MHz/426.8 MHz
allocation (
Pair1 and
Pair2 shall be
alternative)
6 TIN number Railway & OEM As per RDSO TAN no STS/E/TAN/5001
allocation
(Track dated20.02.2019
Identification
Numbers)
7 RFID Tag Railway & OEM As per RDSO TAN no STS/E/TAN/5001
number
allocation dated; 20.02.2019

175
8 SIP (Including Railway SIP of all Stations, LCs & IBH is attached.
Stations,LC
gates and IBS
etc.,)
9 Table Of Railway ST/LT is available & may be collected from Railway, if
Control (TOC) required.
or Selection
Table
10 Gradient Data Railway Provided in SIP of all stations and attached for block
sections.
11 Turnout Speed Railway May be derived from SIPs/ESPS
Restriction
Details
12 PSR Railway Attached
information
13 Latest Working Railway Will be provided on demand
Time Table
14 Whether LC Railway Yes
Gate warning
Tags to be
provided
(Yes/No)
15 Whether Auto Railway Yes
Whistling
feature is to be
provided
(Yes/No)
16 Whistling Railway As per extant guidelines
pattern shall be
configurable
and shall be
decided by
purchaser
Railway in case
pattern other
than
continuous
whistling is
required
17 Frequency slot Railway & OEM To be decided based on RSSI report.
allocation
18 Drone Survey OEM
data
19 GSM SIM Card1 Railway SIM should be of different service providers
Details
20 GSM SIM Card2 Railway SIM should be of different service providers
Details
21 Relay Contact Railway 1. Four Front contacts per function.
Analysis data 2. New relays to be picked up where spare contacts not
available.
3. Scope of Supply of Additional Relays- attached.
4. All the relay, fuses & wiring material etc. to be
purchased & inspected by RDSO irrespective of the
cost.
22 Relay Rack Railway Will be made available on demand
Charts

176
23 Whether new Railway Yes
Relay Rack is to
be erected or
not
24 Whether Railway As per station details attached
Circuit to be
submitted as
per
British/Siemens
Practice
25 Cable Route Railway Indicate the proposed path in two
Plan diversified paths from Relay room to
1. Tower location.
2. RIU locations (for connecting RIUs).
3. ASM Room (for installing SM-OCIP
(single path)).
4. Power Room ( To tap 110V DC Supply
from IPS).
5. Roof top (for installing GSM and GPS Antennas)
6. Tentative /draft cable route plan for item No. 1 to 5 shall
be prepared by contractor & its approval will be given by
railway within 15 days.
.
26 Floor plan of Railway & OEM For new and existing building, Floor plan of S&T
S&T Equipment equipments will be submitted by Contractor and
Room approved by Railways.
indicating
proposed
location of
Stationary
KAVACH
27 Location of Railway Attached
RIUs
28 Floor plan of Railway For new and existing building, Floor plan of S&T
mid- equipments will be submitted by Contractor and
section/End approved by Railways.
Cabin huts, if
RIU is to be
installed in huts
29 Number of RIUs Railway Nil
for which
Location boxes
are to be
supplied
30 Number of RIUs Railway All
for which
Power supply
230V AC is
provided
31 Proposed Railway Provided in summary of preliminary RSSI survey,
Location of however, actual location may be decided after
Tower (Latitude detailed RSSI.
and Longitude)
32 Design of Railway Purchaser Railway shall decide:
Stationary 1. Type of Tower - Lattice type
KAVACH tower 2. Drawings and Standards for 40 meter tower are
and foundation

177
 attached in feasibility report.
3.Design adequacy certificate and design report of
Tower and/or Foundations will be mandated &
verified by third party(CPRI or any IITs) and will be
approved by Railway Authority.
33 WPC or/and Railway WPC and SACFA clearance: The frequency of
SACFA the operation for TCAS is already finalised by
Clearance Railway Board. In order to avoid complications at
Procedure later stages, the application for WPC & SACFA
shall be filed in the name of Railway so that the
license remains with Railways. The Contractor
shall prepare all the required documents for
obtaining WPC clearance and SACFA clearance
for use of towers and radios. Payment of various
charges and fees towards WPC License,
Royalty, Additional Royalty, SACFA, etc. shall be
made by Railways only for Non-Dealer
Possession Licence or End User Licence.
The application for WPC license and SACFA
clearance will be filed at Wireless Planning
Commission, Ministry of Telecommunication,
New Delhi.
34 Location of Railway Itarsi and Bhopal
Stationary
KAVACH Test
Benches

Design Outputs

For each station Responsibility Relevant I/ps Rly Approval

1 RFID Tag Layout OEM SIP, TOC, Drone data, Required
Tag&TIN Ids
2 RFID Tag data OEM RFID Tag Layout Required
3 Interface circuits OEM SIP, Contact analysis Required
4 KAVACH Table Of Control OEM SIP, Tag layout, TOC (Rly) Required
(TOC)
5 Station Application Data OEM TOC(KAVACH), Tag Layout Required
6 Floor Plans OEM Detailed Site Survey Required
7 Drone Data OEM Drone Survey Permission to
conduct survey
to be obtained.
8 Stationary and Loco OEM Maximum trains, Required
KAVACH timeslots and Frequency allocation
frequency channel pairs

Design Input

For each station Responsibility Remarks

1 Loco Type Railway WAP-7

178
 2 Loco ID Railway Will be provided
3 Loco Shed Railway Itarsi
4 Type of Brake System Railway CCB, E70
5 Loco Wheel dia Railway 1016-1092mm
6 GSM SIM Card1 Details contractor SIM should be of different service
7 GSM SIM Card2 Details contractor providers
8 Axes for providing pulse generators Railway As per RDSO’s fitment diagram
9 Fitment diagrams Railway Attached
10 Interface details for auto-whistling Railway As per RDSO’s drawings
11 Interface details for Traction cut-off Railway As per RDSO’s drawings
12 Responsible Authorities in Shed Railway Sr. DEE/TRS
13 Location of Loco KAVACH Test Railway Itarsi
Benches

Design Outputs

For each NMS Responsibility Remark

1 No of Stn TCAS unit in one E-1 Railway/OEM It shall be limited to 5-7
Ring
2 Proposed connectivity of Railway/OEM To be planned with dark fibre in
stationary TCAS at mid section block section to the nearest
where E-1 is not available station.
3 PC Configuration OEM For connecting 150 4-Line
stations following PC
configuration is recommended
1. 12 CPU CORES
2. 12 GB RAM
3. 1 TB storage for 90 days of
Data
4. Windows 10 or higher version
4 Static IP address of NMS Railway Will be provided
5 Internet bandwidth of 25 MBPS Railway Assuming 4 live consoles & 2
report generators working in
parallel
6 Whether furniture for NMS is to Yes by Bidder Yes
be provided(Yes/No)
7 Floor plan for S&T Control Railway/OEM To be prepared by bidder and to
office indicating proposed be approved by Railway
location of NMS
8 VDU Quantity, Size & Railwaz/OEM Qty- 2, size & resolution shall be
Resolution suitable for the purpose and as
approved by Authority Engineer.
9 UPS backup for NMS Railway Recommended 2-3 Hrs

179
 Time Schedule for Review of Drawings by the Authority:

Review by
S. Authority’s Review
Item Preparation Open Line/
No. with time limit
RDSO
1. Station number Railway & Dy CSTE/30 Days 30 Days
allocation OEM

2. TIN number allocation Railway & Dy CSTE/30 Days 30 Days

(Track Identification OEM
Numbers)

3. RFID Tag number Railway & Dy CSTE/30 Days 30 Days

allocation OEM

4. Drone Survey data Contractor Dy CSTE/30 Days 30 Days

5. WPC or/and SACFA OEM/Railway Dy CSTE/30 Days 30 Days
Clearance
6. RFID Tag Layout OEM Dy CSTE/30 Days 30 Days
7. RFID Tag data OEM Dy CSTE/30 Days 30 Days
8. Interface circuits OEM Dy CSTE/30 Days 30 Days
9. TCAS Table of Control OEM Dy CSTE/30 Days 30 Days
(TOC)
10. Station Application OEM Dy CSTE/30 Days 30 Days
Data
11. Floor Plans OEM Dy CSTE/30 Days 30 Days

12. Drone Data OEM Dy CSTE/30 Days 30 Days

13. Stationary and Loco OEM Dy CSTE/30 Days 30 Days
TCAS timeslots and
frequency channel pairs

Time Schedule for Review of Drawings by the Authority for OFC :-

Authority’s Review Review by Open

S.No. Item Preparation
with time limit Line/ RDSO
48 Fibre OFC backbone
1. Cable Route Contractor Dy CSTE/30 Days 30 Days
Diagram.
2. OTDR Report Contractor Dy CSTE/30 Days 30 Days
3. OFC Room and Contractor Dy CSTE/30 Days 30 Days
Battery room flow
Chart.

4. OFC Termination Contractor Dy CSTE/30 Days 30 Days

Chart
5. Battery Health Contractor Dy CSTE/30 Days 30 Days
Report
6. Cable Marker Contractor Dy CSTE/30 Days 30 Days
position in Cable
Route Diagram
7. OFC Splicing Contractor Dy CSTE/30 Days 30 Days
detail with Km
8. E1 detail of Contractor Dy CSTE/30 Days 30 Days

180
 STM/IP-MPLS
and STM/IP-
MPLS
connectivity
Diagram
9. Earthing (Ring Contractor Dy CSTE/30 Days 30 Days
Earth detail)

Time Schedule for Review of other drawings by the Authority :-

Authority’s
Review by Open Line/
S.No. Item Preparation Review with
RDSO
time limit
Contractor 30 days Remarks to be given within one
1 Structural building plan for month of submission and approval
KAVACh hut/ station by Railways to be furnished to the
buildings. contractor within one month of
submission of compliance of
remarks by contractor.
2 Power supply arrangement for Contractor 30 days Remarks to be given within one
AT system and sectional month of submission and approval
drawing for the traction by Railways to be furnished to the
arrangement contractor within one month of
submission of compliance of
remarks by contractor.
3 Power supply arrangement for Contractor 30 days Remarks to be given within one
the signals at the stations. month of submission and approval
by Railways to be furnished to the
contractor within one month of
submission of compliance of
remarks by contractor.
4 EIG for AT supply Contractor Contractor has to provide Paper
within 3 months from date of
appointment. For this EIG paper for
3 sections (including stations) to be
given in 30 days from date of
appointment and remaining section
(including stations) in 2 months
from date of appointment. Remarks
to be given within 5 days of
submission and approval by
Railways to be furnished to the
contractor within 15 days of
submission of compliance of
remarks by contractor. Contractor
to provide revised paper within 3
days of receiving comments.
5 All other Drawings/ Designs Contractor 60 days. Remarks to be given within 60
not listed above days of submission and approval
by Railways to be furnished to the
contractor within one month of
submission of compliance of
remarks by contractor.
.
Note: All other drawings/designs which are not mentioned herein will fall under the
review of Authority Engineer and the time limit thereof will be as per the terms and
conditions mentioned in the Contract Document

181
`

SCHEDULE - E
(See Clause 3.1.6(a))
APPLICABLE PERMITS

1 Applicable Permits

1.1 The Contractor shall obtain, as required under Applicable Laws, the
following Applicable Permits:

(a) Permission of the State Government for extraction of boulders from

quarry;

(b) Permission of Village Panchayats and Pollution Control Board for

installation of crushers;

(c) Licence for use of explosives;

(d) Permission of the State Government for drawing water from

river/reservoir;

(e) Licence from inspector of factories or other competent Authority for

setting up batching plant;

(f) Clearance of Pollution Control Board for setting up batching plant;

(g) Clearance of Village Panchayats and Pollution Control Board for

setting up asphalt plant;

(h) Permission of Village Panchayats and State Government for borrow

earth; and

(i) Any other permits or clearances required under Applicable Laws.

1.2 Applicable Permits, as required, relating to environmental protection and

conservation shall have been or shall be procured by the Authority in
accordance with the provisions of this Agreement.
__

182
 SCHEDULE - F

(See Clauses 7.1.1, 7.5.3 and 17.2)

FORM OF BANK GUARANTEE

Annex-I
(See Clause 7.1.1)
Performance Security/ Maintenance Security
DY. FA & CAO/ BPL
West central. Railway,
Jabalpur

WHEREAS:

(A) ……………………………………(insert name and address of the

contractor) (hereinafter called the “Contractor") and (insert name and
address of the project authority), (hereinafter called the “Authority”) have
entered into an agreement (hereinafter called the “Agreement”) for the
construction of the execution of KAVACH in BINA- ET-JHP Section in the
West Central . Railway zone on Engineering, Procurement and Construction
(the “EPC”) basis, subject to and in accordance with the provisions of the
Agreement
(B) The Agreement requires the Contractor to furnish a Performance Security /
Maintenance Security due and faithful performance of its obligations, under
and in accordance with the Agreement , during the {Construction Period/
Defects Liability Period/ Maintenance Period } (as defined in the Agreement)
in a sum of Rs..................cr. (Rupees........................crore) (the “Guarantee
Amount”).

(C) We, ………………….. through our branch at …………………. (the

“Bank”) have agreed to furnish this bank guarantee (hereinafter called
the“Guarantee”) by way of Performance Security.

NOW, THEREFORE, the Bank hereby, unconditionally and irrevocably,

guarantees and affirms as follows:

1. The Bank hereby unconditionally and irrevocably guarantees the dueand

faithful performance of the Contractor‟s obligations during the {Construction
Period/ Defects Liability Period/ Maintenance Period under and in
accordance with the Agreement, and agrees and undertakes to pay to the
[mention Finance of Authority], upon its mere first written demand, and
without any demur, reservation, recourse, contest or protest, and without any
reference to the Contractor, such sum or sums up to an aggregate sum of the
Guarantee Amount as the Authority shall claim, without the Authority being
required to prove or to show grounds or reasons for its demand and/or for the
sum specified therein.

2. A letter from the Authority, under the hand of an officer not below the rank
of [***in the ***]Railway, that the Contractor has committed default in the
due and faithful performance of all or any of its obligations under and in
accordance with the Agreement shall be conclusive, final and binding on the

183
 Bank. The Bank further agrees that the Authority shall be the sole judge as to
whether the Contractor is in default in due and faithful performance of its
obligations during and under the Agreement and its decision that the
Contractor is in default shall be final and binding on the Bank,
notwithstanding any differences between the Authority and the Contractor,
or any dispute between them pending before any court, tribunal, arbitrators
or any other authority or body, or by the discharge of the Contractor for any
reason whatsoever.

3. In order to give effect to this Guarantee, the Authority shall be entitled to act
as if the Bank were the principal debtor and any change in the constitution of
the Contractor and/or the Bank, whether by their absorption with any other
body or corporation or otherwise, shall not in any way or manner affect the
liability or obligation of the Bank under this Guarantee.

4. It shall not be necessary, and the Bank hereby waives any necessity, for the
Authority to proceed against the Contractor before presenting to the Bank its
demand under this Guarantee.

5. The Authority shall have the liberty, without affecting in any manner the
liability of the Bank under this Guarantee, to vary at any time, the terms and
conditions of the Agreement or to extend the time or period for the
compliance with, fulfilment and/ or performance of all or any of the
obligations of the Contractor contained in the Agreement or to postpone for
any time, and from time to time, any of the rights and powers exercisable by
the Authority against the Contractor, and either to enforce or forbear from
enforcing any of the terms and conditions contained in the Agreement and/or
the securities available to the Authority, and the Bank shall not be released
from its liability and obligation under these presents by any exercise by the
Authority of the liberty with reference to the matters aforesaid or by reason
of time being given to the Contractor or any other forbearance, indulgence,
act or omission on the part of the Authority or of any other matter or thing
whatsoever which under any law relating to sureties and guarantors would
but for this provision have the effect of releasing the Bank from its liability
and obligation under this Guarantee and the Bank hereby waives all of its
rights under any such law.

6. This Guarantee is in addition to and not in substitution of any other guarantee

or security now or which may hereafter be held by the Authority in respect of
or relating to the Agreement or for the fulfilment, compliance and/or
performance of all or any of the obligations of the Contractor under the
Agreement.

7. Notwithstanding anything contained hereinbefore, the liability of the Bank

under this Guarantee is restricted to the Guarantee Amount and this
Guarantee will remain in force for the period specified in paragraph 8 below
and unless a demand or claim in writing is made by the Authority on the
Bank under this Guarantee all rights of the Authority under this Guarantee
shall be forfeited and the Bank shall be relieved from its liabilities hereunder.

184
8. The Guarantee shall cease to be in force and effect on ****$. Unless a
demand or claim under this Guarantee is made in writing before expiry of the
Guarantee, the Bank shall be discharged from its liabilities hereunder.

9. The Bank undertakes not to revoke this Guarantee during its currency, except
with the previous express consent of the Authority in writing, and declares
and warrants that it has the power to issue this Guarantee and the
undersigned has full powers to do so on behalf of the Bank.

10. Any notice by way of request, demand or otherwise hereunder may be sent
by post addressed to the Bank at its above referred branch, which shall be
deemed to have been duly authorised to receive such notice and to effect
payment thereof forthwith, and if sent by post it shall be deemed to have
been given at the time when it ought to have been delivered in due course of
post and in proving such notice, when given by post, it shall be sufficient to
prove that the envelope containing the notice was posted and a certificate
signed by an officer of the Authority that the envelope was so posted shall be
conclusive.

11. This Guarantee shall come into force with immediate effect and shall remain
in force and effect for up to the date specified in paragraph 8 above or until it
is released earlier by the Authority pursuant to the provisions of the
Agreement.

Signed and sealed this ………. day of ……….., 20……… at ………..

SIGNED, SEALED AND DELIVERED

For and on behalf of the Bank by:

(Signature)
(Name)
(Designation)
(Code Number)
(Address)

NOTES:

(i) The bank guarantee should contain the name, designation and code number
of the officer(s) signing the guarantee.

(ii) The address, telephone number and other details of the head office of the
Bank as well as of issuing branch should be mentioned on the covering letter of
issuing branch.

$
Insert date being 2 (two) years from the date of issuance of this Guarantee (in accordance with
Clause 7.2 or Clause no 7.6.4 of the Agreement).

185
 Annex – II
(Schedule - F)
(See Clause 7.5.3)
Form of Guarantee for Withdrawal of Retention Money

The Dy.FA & CAO,

Bhopal
West central. Railway,

WHEREAS:

(A) [insert name and address of the contractor] (hereinafter called the
“Contractor") has executed an agreement (hereinafter called the
“Agreement”) with the [name and address of the project authority),
(hereinafter called the “Authority”) for the work, Provision of KAVACH in
Bina- ET-JHP section of Bhopal Division, West Central Railway on
Engineering, Procurement and Construction (the “EPC”) basis, subject to
and in accordance with the provisions of the Agreement.

(B) In accordance with Clause 7.5.3 of the Agreement, the Contractor may
withdraw the retention money (hereinafter called the “Retention Money”)
after furnishing to the Authority a bank guarantee for an amount equal to the
proposed withdrawal.

(C) We, ………………….. through our branch at …………………. (the

“Bank”) have agreed to furnish this bank guarantee (hereinafter called the
“Guarantee”) for the amount of Rs. ………… cr. (Rupees…………crore)
(the “Guarantee Amount”).

NOW, THEREFORE, the Bank hereby unconditionally and irrevocably guarantees

and affirms as follows:

1. The Bank hereby unconditionally and irrevocably undertakes to pay to the

Authority, upon its mere first written demand, and without any demur,
reservation, recourse, contest or protest, and without any reference to the
Contractor, such sum or sums up to an aggregate sum of the Guarantee
Amount as the Authority shall claim, without the Authority being required to
prove or to show grounds or reasons for its demand and/or for the sum
specified therein.

2. A letter from the Authority, under the hand of an officer not below the rank
of JAG in the WC Railway, that the Contractor has committed default in the
due and faithful performance of all or any of its obligations for under and in
accordance with the Agreement shall be conclusive, final and binding on the
Bank. The Bank further agrees that the Authority shall be the sole judge as to
whether the Contractor is in default in due and faithful performance of its
obligations during and under the Agreement and its decision that the
Contractor is in default shall be final, and binding on the Bank,
notwithstanding any differences between the Authority and the Contractor,
or any dispute between them pending before any court, tribunal, arbitrators

186
 or any other authority or body, or by the discharge of the Contractor for any
reason whatsoever.

3. In order to give effect to this Guarantee, the Authority shall be entitled to act
as if the Bank were the principal debtor and any change in the constitution of
the Contractor and/or the Bank, whether by their absorption with any other
body or corporation or otherwise, shall not in any way or manner affect the
liability or obligation of the Bank under this Guarantee.

4. It shall not be necessary, and the Bank hereby waives any necessity, for the
Authority to proceed against the Contractor before presenting to the Bank its
demand under this Guarantee.

5. The Authority shall have the liberty, without affecting in any manner the
liability of the Bank under this Guarantee, to vary at any time, the terms and
conditions of the Retention Money and any of the rights and powers
exercisable by the Authority against the Contractor, and either to enforce or
forbear from enforcing any of the terms and conditions contained in the
Agreement and/or the securities available to the Authority, and the Bank
shall not be released from its liability and obligation under these presents by
any exercise by the Authority of the liberty with reference to the matters
aforesaid or by reason of time being given to the Contractor or any other
forbearance, indulgence, act or omission on the part of the Authority or of
any other matter or thing whatsoever which under any law relating to sureties
and guarantors would but for this provision have the effect of releasing the
Bank from its liability and obligation under this Guarantee and the Bank
hereby waives all of its rights under any such law.

6. This Guarantee is in addition to and not in substitution of any other guarantee

or security now or which may hereafter be held by the Authority in respect of
or relating to the Retention Money.

7. Notwithstanding anything contained hereinbefore, the liability of the Bank

under this Guarantee is restricted to the Guarantee Amount and this
Guarantee will remain in force for the period specified in paragraph 8 below
and unless a demand or claim in writing is made by the Authority on the
Bank under this Guarantee all rights of the Authority under this Guarantee
shall be forfeited and the Bank shall be relieved from its liabilities hereunder.

8. The Guarantee shall cease to be in force and effect 15 (fifteen) days after the
date of the Completion Certificate specified in Clause 12.4 of the Agreement.

9. The Bank undertakes not to revoke this Guarantee during its currency, except
with the previous express consent of the Authority in writing, and declares
and warrants that it has the power to issue this Guarantee and the
undersigned has full powers to do so on behalf of the Bank.

10. Any notice by way of request, demand or otherwise hereunder may be sent
by post addressed to the Bank at its above referred branch, which shall be
deemed to have been duly authorised to receive such notice and to effect
payment thereof forthwith, and if sent by post it shall be deemed to have
been given at the time when it ought to have been delivered in due course of
post and in proving such notice, when given by post, it shall be sufficient to
prove that the envelope containing the notice was posted and a certificate

187
 signed by an officer of the Authority that the envelope was so posted shall be
conclusive.

11. This Guarantee shall come into force with immediate effect and shall remain
in force and effect up to the date specified in paragraph 8 above or until it is
released earlier by the Authority pursuant to the provisions of the
Agreement.

Signed and sealed this ………. day of ……….., 20……… at ………..

SIGNED, SEALED AND DELIVERED

For and on behalf of the Bank by:

(Signature)

(Name)

(Designation)

(Code Number)

(Address)

NOTES:

(i) The bank guarantee should contain the name, designation and code number
of the officer(s) signing the guarantee.

(ii) The address, telephone number and other details of the head office of the
Bank as well as of issuing branch should be mentioned on the covering letter of
issuing branch.

188
 Annex – III
(Schedule - F)
(See Clause 17.2)
Form of Guarantee for Advance Payment

The Dy.FA & CAO,

Bhopal
West central. Railway,

WHEREAS:

(A) [name and address of the contractor] (hereinafter called the “Contractor”)
has executed an agreement (hereinafter called the “Agreement”) with the
[name and address of the project authority], (hereinafter called the
“Authority”) for the work, Provision of KAVACH in BINA- ET-JHP
section of Bhopal Division, West Central Railway on Engineering,
Procurement and Construction (the “EPC”) basis, subject to and in
accordance with the provisions of the Agreement.
(B) In accordance with Clause 17.2 of the Agreement, the Authority shall make
to the Contractor advance payment (herein after called “Advance Payment”)
equal to 10% (ten per cent) of the Contract Price; and that the Advance
Payment shall be made in two installments subject to the Contractor
furnishing an irrevocable and unconditional guarantee by a Bank for an
amount equivalent to 110% (one hundred and ten percent) of such
installment to remain effective till the complete and full repayment of the
installment of the Advance Payment as security for compliance with its
obligations in accordance with the Agreement. The amount of {first/second}
installment of the Advance Payment is Rs. ……cr. (Rupees ……crore)
andthe amount of this Guarantee is Rs. …… cr. (Rupees ……
crore)(the“Guarantee Amount”)$.
(C) We, ………………….. through our branch at …………………. (the
“Bank”) have agreed to furnish this bank guarantee (hereinafter called
the“Guarantee”) for the Guarantee Amount.

$
The Guarantee Amount should be equivalent to 110% of the value of the applicable installment.

189
NOW, THEREFORE, the Bank hereby, unconditionally and irrevocably, guarantees
and affirms as follows:

1. The Bank hereby unconditionally and irrevocably guarantees the due and
faithful repayment on time of the aforesaid instalment of the Advance
Payment under and in accordance with the Agreement, and agrees and
undertakes to pay to the Authority, upon its mere first written demand, and
without any demur, reservation, recourse, contest or protest, and without any
reference to the Contractor, such sum or sums up to an aggregate sum of the
Guarantee Amount as the Authority shall claim, without the Authority being
required to prove or to show grounds or reasons for its demand and/or for the
sum specified therein.

2. A letter from the Authority, under the hand of an officer not below the rank
of JAG in the WC Railway that the Contractor has committed default in the
due and faithful performance of all or any of its obligations for the
repayment of the instalment of the Advance Payment under and in
accordance with the Agreement shall be conclusive, final and binding on the
Bank. The Bank further agrees that the Authority shall be the sole judge as to
whether the Contractor is in default in due and faithful performance of its
obligations during and under the Agreement and its decision that the
Contractor is in default shall be final and binding on the Bank,
notwithstanding any differences between the Authority and the Contractor,
or any dispute between them pending before any court, tribunal, arbitrators
or any other authority or body, or by the discharge of the Contractor for any
reason whatsoever.

3. In order to give effect to this Guarantee, the Authority shall be entitled to act
as if the Bank were the principal debtor and any change in the constitution of
the Contractor and/or the Bank, whether by their absorption with any other
body or corporation or otherwise, shall not in any way or manner affect the
liability or obligation of the Bank under this Guarantee.

4. It shall not be necessary, and the Bank hereby waives any necessity, for the
Authority to proceed against the Contractor before presenting to the Bank its
demand under this Guarantee.

5. The Authority shall have the liberty, without affecting in any manner the
liability of the Bank under this Guarantee, to vary at any time, the terms and
conditions of the Advance Payment or to extend the time or period of its
repayment or to postpone for any time, and from time to time, any of the
rights and powers exercisable by the Authority against the Contractor, and
either to enforce or forbear from enforcing any of the terms and conditions
contained in the Agreement and/or the securities available to the Authority,
and the Bank shall not be released from its liability and obligation under
these presents by any exercise by the Authority of the liberty with reference
to the matters aforesaid or by reason of time being given to the Contractor or
any other forbearance, indulgence, act or omission on the part of the
Authority or of any other matter or thing whatsoever which under any law
relating to sureties and guarantors would but for this provision have the
effect of releasing the Bank from its liability and obligation under this
Guarantee and the Bank hereby waives all of its rights under any such law.

190
6. This Guarantee is in addition to and not in substitution of any other guarantee
or security now or which may hereafter be held by the Authority in respect of
or relating to the Advance Payment.

7. Notwithstanding anything contained hereinbefore, the liability of the Bank

under this Guarantee is restricted to the Guarantee Amount and this
Guarantee will remain in force for the period specified in paragraph 8 below
and unless a demand or claim in writing is made by the Authority on the
Bank under this Guarantee all rights of the Authority under this Guarantee
shall be forfeited and the Bank shall be relieved from its liabilities hereunder.

8. The Guarantee shall cease to be in force and effect on ****.$ Unless a

demand or claim under this Guarantee is made in writing on or before the
aforesaid date, the Bank shall be discharged from its liabilities hereunder.

9. The Bank undertakes not to revoke this Guarantee during its currency, except
with the previous express consent of the Authority in writing, and declares
and warrants that it has the power to issue this Guarantee and the
undersigned has full powers to do so on behalf of the Bank.

10. Any notice by way of request, demand or otherwise hereunder may be sent
by post addressed to the Bank at its above referred branch, which shall be
deemed to have been duly authorised to receive such notice and to effect
payment thereof forthwith, and if sent by post it shall be deemed to have
been given at the time when it ought to have been delivered in due course of
post and in proving such notice, when given by post, it shall be sufficient to
prove that the envelope containing the notice was posted and a certificate
signed by an officer of the Authority that the envelope was so posted shall be
conclusive.

11. This Guarantee shall come into force with immediate effect and shall remain
in force and effect up to the date specified in paragraph 8 above or until it is
released earlier by the Authority pursuant to the provisions of the
Agreement.

Signed and sealed this ………. day of …….. 20……… at ………..

SIGNED, SEALED AND DELIVERED

For and on behalf of the Bank by:

(Signature)
(Name)
(Designation)
(Code Number)
(Address)
NOTES:

(i) The bank guarantee should contain the name, designation and code number
of the officer(s) signing the guarantee.

(ii) The address, telephone number and other details of the head office of the

$
Insert a date being 90 (ninety) days after the end of one year from the date of payment of the
Advance payment to the Contractor (in accordance with Clause 17.2 of the Agreement).

191
Bank as well as of issuing branch should be mentioned on the covering letter of
issuing branch.

192
 SCHEDULE - G
(See Clauses10.1.4 and 17.3)
Contract Price Weightages
1.1 The Contract Price for this Agreement is ₹ 1071653773.67/- [It is assigned for different
components of the Railway Project as follows:

% Weightage of
S.No WORK
Contact price
1 S&T works 95.613

2 Civil works 2.274

3 Electrical Genl works 0.894

4 Electrical TRD works 1.219

Total project value 100.000

Note – Contract price does not include the cost of maintenance during the maintenance
period including DLP i.e. the cost after commissioning of the complete project and
issuance of the completion certificate.

2 Proportions of the Contract Price for different stages of Construction of the Railway
Project shall be as specified below:

S. Item Weightage Item Stage for Percentage Payment Procedure

No in % to the Payment weightage
Contract
Price

1 Provision of 95.613 2.1 2.1.1 Survey, 1.004 Payment shall be made on

KAVACH in Signalling design and completion of Survey and
complete work supply of various Design works for TCAS
section drawings and (Kavach) system after
including document for approval and submission of
singaling and TCAS system all drawings, schemes etc.
Telecommun including RSSI on pro rata basis after work
ication work and Arial survey. testing in at least one block
section with respect to
required work in total
block
sections.

193
 2.1.2 Supply, 36.238 Payment shall be made on
installation and testing completion of work on pro
of Stationary/IBH/LC rata basis for each block
TCAS system section for track side
including Vital equipment‟s with respect to
Computer, Supply & required work in total
Installation of RFID block sections.
Tags of TCAS,
Installation of
Connected LC‟s,
programming Kit etc.
Relay
/ CT Racks,
Antennas, RIU
programming Kit etc..

2.1.3 Supply 0.918 Payment shall be made on

installation, testing and completion of the entire
commissioning of work of NMS for all block
Network Management sections
system (NMS) for
TCAS.

2.1.4 Supply 1.850 Payment shall be made on

installation and testing completion of the entire
of Test Bench and work of all test benches &
setup of Labs for labs required in the section.
TCAS including supply
of various manuals,
tool kits and
instruments.

2.2 Loco Supply (Including 18.710 Payment shall be made on

TCAS Spares), Installation completion of work on pro
equipments and Commissioning of rata basis for each
Locomotive (on board) locomotive with respect to
TCAS Equipment total no. of locomotive
consisting of Vital
computer &
pheripherals

2.3 Lattice Design, supply, 14.073 Payment shall be made on

tower Installation & completion of work on pro
commissioning of rata basis for each tower
Lattice tower at with respect to total no. of
station/IB/LC towers.

194
2.4 Survey of Optical fibre 15.655 Unit of measurement is
Telecomm cable system including distance in km. Payment
unication its design, testing, shall be made on
work for supply of manuals for completion of work
Provision of new technology between two stations on
4X48 Fibre Telecommunication pro rata basis with respect
OFC equipment installed for to the total km length.
Backbone each place, supply of
system. completion drawings,
etc.
Laying of OFC,
supply,
Installation,testing &
commissioning of
complete OFC
communication system.

2.5 LTE Supply installation 2.295 Payment shall be made on

router, testing and completion of work on pro
switches and commissioning of Cab rata basis for each
antenna LTE Modem / switches locomotive with respect to
(router with antenna) total no. of locomotive

2.6 Video Supply and installation 0.103 Payment shall be made on

Survellisnce of Video Survillance completion of work on pro
system cameras including rata basis for each
Audio recording in locomotive with respect to
each Loco with a set of total no. of locomotive
four cameras along
with system
incl.wiring(Comprises
2 cameras with long
distance coverage of
atleast 300mts and 2
cameras

2.7 Integrated testing and 9.154 Payment will be done after

Integrated commissioning of the the issuance of Completion
testing and signalling works of Certificate for Signalling
commissio railway project along works for Provision of
ning of with safety case, key TCAS at all locations.
TCAS and management
works service charge etc.

195
2 2.2Civil work 2.274 construction of . Hut 100 Unit of measurement is
& service building & plinth area in square
S&T and LC gate huts metres. For the buildings
having more than one
storey, the total area shall
be found out by adding the
area of each storey. Unit
cost shall be determined on
pro rata basis with respect
to the total area of all
stations and service 50%
Payment shall be paid after
completion of structural
works i.e
beam, columns & slab in
case of framed structure or
walls & slabs in case of
other buildings and30%
Payment shall be paid after
completion of finishing
and.
20% payment on the
issuance of Completion
Certificate for complete
project

3 2.3Electrical 0.894 Electrical wiring and 100 (a). Progress payment for
(G)work installation of electrical supply.
equipment in service 70% of supply on receipt
building of material after
at Hut , STATION completing the condition of
and LC gate huts. clause regarding payment
for supply of materials.
20% of cost of material on
successful erection.
1071559/2022/SR DEE
BPL WCR 1 (iii) Balance
10% of cost of material on
successful commissioning
o f work.
(b) Payment for erection:
90 % of erection charges
on successful erection of
various items. Balance
10% of cost of erection
charges on successful
commissioning

196
4 2.4 Electrical 1.219 Electrical TRD work 100 80% payment of
(TRD )work Both AT to be drop at corresponding pro-rata
Hut along with TRD cost component for
changeover panel the work of a AT shall be
made after completion of
complete TRD work for a
AT supply duly certified by
field supervisor and officer
Further 20% payment of
corresponding pro-rata
TRD cost component for
the work of a AT shall be
made after successful
commissioning of a AT
work at site duly certified
by field supervisor and
officer

For maintenance works of KAVACH system consisting of Wayside Station and

Locomotive works#

#Wayside Station & Trackside 0.53% of the

[KAVACH] Equipments £ (For Contract Price
Defect Liability Period) per annum
#Wayside Station & Trackside 1.066% of the
[KAVACH] Equipments £ (After Contract Price
Defect Liability Period) per annum
#Locomotive [KAVACH] 0.301% of the
Equipments for Defect Liability Contract Price
Period per annum
#Locomotive [KAVACH] 0.603 % of the
Equipments after Defect Liability Contract Price”
Period per annum

# the percentage given above is for the purpose of Maintenance Obligation only as per
utilized in Article 15A.
£ This does not include Towers, OFC System and Signaling System other than KAVACH
System

197
 SCHEDULE-H

(See Clause 10.2.7)

DRAWINGS

1 Drawings

In compliance of the obligations set forth in Clause 10.2 of this Agreement, the
Contractor shall furnish to the Authority Engineer, free of cost, all Drawings listed in
Annex-I of this Schedule-H.

2 Additional Drawings

If the Authority Engineer determines that for discharging its duties and functions under
this Agreement, it requires any drawings other than those listed in Annex-I, it may by
notice require the Contractor to prepare and furnish such drawings forthwith. Upon
receiving a requisition to this effect, the Contractor shall promptly prepare and furnish
such drawings to the Authority Engineer, as if such drawings formed part of Annex-I of
this Schedule-H.

198
 Annexure-I

(Schedule-H)
List of Drawings

List of Drawings and Documents to be furnished by the Contractor shall include, but not
be limited to:

1. General & Civil Engineering:

(a) General arrangement drawings of Structures; and
(b) Station Building including cabins, approach connectivity etc.

2. KAVACH(Train Collision & Avoidance System):

(a) Station number allocation.
(b) TIN number allocation (Track Identification Numbers).
(c) Drone survey data.
(d) Relay Contact Analysis data.
(e) RFID Tag Layout.
(f) RFID Tag data.
(g) Interface circuit.
(h) Table of Control or Selection Table.
(i) Station application Data.
(j) Floor plan
(k) Cable Core Chart.
(l) Cable Route Plan (Separate for station & blocks sections)
(m) Power Supply Diagram (station/auto huts/ control)
(n) Equipment sizing (station/ auto huts/gate huts/control)
(o) Equipment lay out and details including cable troughs required(station/ auto
huts/gate huts/control)
(p) Circuit Diagrams.
(q) Equipment Rack details
(r) Cable Termination Rack Diagram
(s) Fuse Details
(t) Location/junction boxes lay out & wiring details

199
 (u) Lightening, surge protection & earthing plan.
(v) FAT and SAT certificate.

3. Commissioning of 2x 48 Fibre:
(a) OTDR Report
(b) Cable Route Diagram.
(c) OFC Room and Battery room flow Chart.
(d) OFC Termination Chart.
(e) Battery Health Report.
(f) Cable Marker position in Cable Route Diagram.
(g) OFC Splicing detail with Km.
(h) E1 detail of STM and STM connectivity Diagram.
(i) Earthing( Ring Earth detail).
(j) Joint report with Open line regarding installation and testing of control phones, IP-
MPLS, various channels used for S&T application, its networking, etc. after
installation of OFC backbones.

4. Electrical Engineering (Traction):

(a) Power supply arrangement for (2 X 10 KV) AT system and Sectioning drawing
for the traction arrangement.
(b) Power supply arrangement for the signals at the stations (Auxiliary transformer
and the arrangement of 230 volt supply)

5. Electrical Engineering (General Power supply):

(a) General arrangement of the 11/33/66 KV substations for the auto hut and the
service buildings.
(b) General arrangement of the distribution of the 415 V 50 Hz supply to various
loads

200
 SCHEDULE - I
(See Clause 10.3.2)
PROJECT COMPLETION SCHEDULE

1 Project Completion Schedule

During Construction period, the Contractor shall comply with the requirements set forth in this
Schedule-I for each of the Project Milestones and the Scheduled Completion Date. Within 15
(fifteen) days of the date of each Project Milestone, the Contractor shall notify the Authority of
such compliance along with necessary particulars thereof.

3 Project Milestone-I

2.1 Project Milestone-I shall occur on the date falling on the 30 th day from the Appointed
Date (the “Project Milestone-I”).

2.2 In this milestone all the project facilities mentioned in the Schedule C has to be provided.
2.3 The Contractor shall apply for wildlife forest clearance for Budni-Barkheda section.
2.4 The Contractor shall submit an undertaking( as per format in appendix III) from
RDSO approved KAVACH OEM to confirm compliance with extant RDSO guidelines
and to meet contract specific requirements

4 Project Milestone-II

2.1 Project Milestone-II shall occur on the date falling on the 60 th day from the Appointed
Date (the “Project Milestone-II”).
2.2 In this milestone RF desktop planning and site survey should be completed in the complete
section.

4 Project Milestone-III

3.1 Project Milestone-II shall occur on the date falling on the 120 th day from the
Appointed Date (the “Project Milestone-III”).
3.2 In this period Design submissions for approvals should be completed for JHP-BPL section .

3.2.1. Signal & Telecom Engineering:

201
(a) Station number allocation.
(b) TIN mumber allocation (Track Identification Numbers).
(c) Drone survey data.
(d) Relay Contact Analysis data.
(e) RFID Tag Layout.
(f) RFID Tag data.
(g) Interface circuit.
(h) Table of Control or Selection Table.
(i) Station application Data.
(j) Floor plan
(k) Cable Core Chart.
(l) Cable Route Plan (Separate for station & blocks sections)

(m) Power Supply Diagram (station/auto huts/ control)

(n) Equipment sizing (station/ auto huts/gate huts/control)
(o) Equipment lay out and details including cable troughs required(station/ auto
huts/gate huts/control)
(p) Circuit Diagrams.
(q) Equipment Rack details
(r) Cable Termination Rack Diagram
(s) Fuse Details
(t) Location/junction boxes lay out & wiring details
(u) Lightening, surge protection & earthing plan.

3.2.2. Electrical Engineering:

a) Power supply arrangement for the signals at the stations (Auxiliary

transformer and the arrangement of 230 volt supply)
b) General power supply arrangement for ABS HUTs/Service Building/LC
Gates etc.
c) CLS panel drawing.

202
 3.3.3. Civil Engineering:

(a) Structural design for ABS hut/station buildings etc and General arrangement drawings
of Structures.

5 Project Milestone-IV
5.1 Project Milestone-III shall occur on the date falling on the 360th day from
the Appointed Date (the “Project Milestone-IV”).

5.2 Works should be completed over JHP-ET-BPL section, UP & DN flyover track
from JHP-PKRD, and LOCO TCAS to be installed in 15 locomotives.

5.3 Prior to the occurrence of Project Milestone-III, the Contractor shall have continued
with construction of the Railway Project and submitted to the Authority duly
and validly prepared Stage Payment Statements for an amount not less than 40%
of the Contract Price.

5.4 In this period the contractor should submit the design submission as mentioned in
project milestone II for BPL- BINA sections.

6 Project Milestone-V

6.1 Project Milestone-V shall occur on the date falling on the 590th day from the
Appointed Date (the “Project Milestone-V”).

6.2 Works should be completed over BPL- BINA sections LOCO TCAS to be
installed in 10 locomotives.. The work has to be started from BINA end and has to
be done concurrently with ABS work undergoing in the section.

6.3 Prior to the occurrence of Project Milestone-IV, the Contractor shall have continued
with construction of the Railway Project and submitted to the Authority duly
and validly prepared Stage Payment Statements for an amount not less than 90%
of the Contract Price.

7 Scheduled Completion Date

7.1 The Scheduled Completion Date shall be the 600 th day from the Appointed
Date.

7.2 On or before the Scheduled Completion Date, the Contractor shall have completed
all construction in accordance with this Agreement.

8 Extension of time

Upon extension of any or all of the aforesaid Project Milestones or the Scheduled Completion
Date, as the case may be, under and in accordance with the provisions of this Agreement, the
Project Completion Schedule shall be deemed to have been amended accordingly.

____

203
 SCHEDULE - J
(See Clause 12.1.2)
Tests on Completion
1 Schedule for Tests

1.1 The Contractor shall, no later than 30 (thirty) days prior to the likely completion of
construction, notify the Authority Engineer and the Authority of its intent to subject the
Railway Project to Tests, and no later than 10 (ten) days prior to the actual date of Tests,
furnish to the Authority Engineer and the Authority detailed inventory and particulars of
all works and equipment forming part of Works.

1.2 The Contractor shall notify the Authority Engineer of its readiness to subject the Railway
Project to Tests at any time after 10 (ten) days from the date of such notice, and upon
receipt of such notice, the Authority Engineer shall, in consultation with the Contractor,
determine the date and time for each Test and notify the same to the Authority who may
designate its representative to witness the Tests. The Authority Engineer shall thereupon
conduct the Tests itself or cause any of the Tests to be conducted in accordance with
Article 12 and this Schedule-J.

2 Tests

2.1 Visual and physical test: The Authority Engineer shall conduct a visual and physical
check of construction to determine that all works and equipment forming part thereof
conform to the provisions of this Agreement. The physical tests shall include [***].

2.2 Integrated Testing of system followed by a period of trial running. The test sequence may
be as shown below:-

a) Tests on Equipment
b) Installation Test and sub-system individually
c) System Integrated Test
d) Final Acceptance Test
e) Trial Running

2.3 Sanction of Commissioner of Railway Safety (CRS)/ PCSTE and Electrical Inspector to
the Government (EIG) is required before opening of track in terms of Chapter XIII of
Indian Railway Permanent Way Manual.

2.4 Other tests: The Authority Engineer may require the Contractor to carry out or cause to
be carried additional tests, in accordance with Good Industry Practice, for determining
the compliance of the Railway Project with Specifications and Standards.

2.5 Environmental audit: The Authority Engineer shall carry out a check to determine
conformity of the Railway Project with the environmental requirements set forth in
Applicable Laws and Applicable Permits.

2.6 Safety Audit: The Authority Engineer shall carry out, or cause to be carried out, a safety
audit to determine conformity of the Railway Project with the safety requirements and
Good Industry Practice.

3 Agency for conducting Tests

204
 All Tests set forth in this Schedule-J shall be conducted by the Authority Engineer or
such other agency or person as it may specify in consultation with the Authority.

4 Completion Certificate

Upon successful completion of Tests, the Authority Engineer shall issue the Provisional
Certificate in accordance with the provisions of Article 12. For the avoidance of doubt,
the Completion Certificate shall not be issued by the Authority Engineer unless
authorisation of the Commissioner for Railway Safety has been obtained.

____

205
 SCHEDULE - K
(See Clause 12.2 and 12.4)
1. PROVISIONAL CERTIFICATE

1 I/We, …………………………. (Name of the Authority Engineer), acting as the Authority

Engineer, under and in accordance with the Agreement dated ……………. (the
“Agreement”), Provision of KAVACH in BINA- ET-JHP section of Bhopal Division,
West Central Railway (the “Railway Project”) on Engineering, Procurement and
Construction (EPC) basis through ………………………… (Name of Contractor), hereby
certify that the Tests in accordance with Article 12 of the Agreement have been
undertaken to determine compliance of the Railway Project with the provisions of the
Agreement.
2 Certain minor works are incomplete and these are not likely to cause material
inconvenience to the Users of the Railway Project or affect their safety or the movement
of rail traffic in any manner. These works have been specified in the Punch List appended
hereto, and the Contractor has agreed and accepted that it shall complete all such works in
the time and manner set forth in the Agreement.
3 In view of the foregoing, I/We am/are satisfied that the Railway Project from km ........ to
km ........ can be safely and reliably placed in service of the Authority for railway freight
and passenger traffic, subject to authorisation by the Commissioner of Railway safety/
PCSTE/Electrical Inspector to the Government (EIG) in accordance with Applicable
Laws. In terms of the Agreement, the Railway Projectis hereby provisionally declared fit
for entry into operation on this the ………… day of ……….. 20…...

ACCEPTED, SIGNED, SEALED SIGNED, SEALED AND

AND DELIVERED DELIVERED
For and on behalf of For and on behalf of
CONTRACTOR by: AUTHORITY ENGINEER by:

(Signature) (Signature)

206
 2. COMPLETION CERTIFICATE

1 I/We, ……………………. (Name of the Authority Engineer), acting as the Authority

Engineer, under and in accordance with the Agreement dated ………… (the “Agreement”),
Provision of KAVACH in BINA- ET-JHP section Bhopal Division of West Central Railway in
the State of M.P (the “Railway Project”) on Engineering, Procurement and Construction (EPC)
basis through …………………. (Name of Contractor), hereby certify that the Tests in
accordance with Article 12 of the Agreement have been successfully undertaken to determine
compliance of the Railway Project with the provisions of the Agreement, and the authorisation
by the Commissioner for Railway safety/ PCSTE// Electrical Inspector to the Government (EIG)
under Applicable Laws has been obtained.

2 It is certified that, in terms of the aforesaid Agreement, all works forming part of Railway
Project have been completed, and the Railway Project is hereby declared fit for entry into
operation on this the ……… day of ……… 20…..

SIGNED, SEALED AND DELIVERED

For and on behalf of

the Authority Engineer by:

(Signature)

(Name)

(Designation)

(Address)

207
 SCHEDULE - L
(See Clause 16.1.1)

SELECTION OF AUTHORITY ENGINEER

1 Selection of Authority Engineer

1.1 Authority shall appoint one railway engineer/ Project Management Service (PMS)
Agency for each zonal railway, to be the engineer as set forth in Article 16, to be the
engineer under this Agreement (the "Authority Engineer").

Generally, a railway officer of Selection Grade (SG)/Junior Administrative Grade

(JAG)/ Project Management Service (PMS) Agency shall be appointed as Authority’s
Engineer. Authority shall notify the Contractor in writing of the appointment and
identity of the Authority Engineer and of any replacement thereof from time to time

2 Terms of Reference

The Terms of Reference for the Authority Engineer (the “TOR”) shall substantially
conform with Annex 1 to this Schedule L.

208
 Annex – I
(Schedule - L)

DUTIES & RESPONSIBILITIES FOR AUTHORITY ENGINEER

1 Scope

1.1 These Duties & Responsibilities (DR) shall apply to construction and maintenance
(wherever applicable) of the Railway Project.

2 Definitions and interpretation

2.1 The words and expressions beginning with or in capital letters and not defined herein but
defined in the Agreement shall have, unless repugnant to the context, the meaning
respectively assigned to them in the Agreement.

2.2 References to Articles, Clauses and Schedules in this DR shall, except where the context
otherwise requires, be deemed to be references to the Articles, Clauses and Schedules of
the Agreement, and references to Paragraphs shall be deemed to be references to
Paragraphs of this DR.

2.3 The rules of interpretation contained in Clauses 1.2, 1.3 and 1.4 of the Agreement shall
apply, mutatis mutandis, to this DR.

3. General

3.1 The Authority Engineer shall discharge its duties in a fair, impartial and efficient manner,
consistent with the highest standards of professional integrity and Good Industry
Practice.

3.2 The Authority Engineer shall perform the duties and exercise the authority in accordance
with the provisions of this Agreement, but subject to obtaining prior written approval of
the Authority (where Authority Engineer is designated as the Authority, the compliance
of these conditions have to be ensured by him/her) before determining:

(a) any Time Extension;

(b) any additional cost to be paid by the Authority to the Contractor;

(c) the Termination Payment;

(d) providing Power Block or Traffic Block to the Contractor;

(e) approval of signalling plan and signalling plan and route control chart;

(f) approval of disconnections for modification of signalling and telecom works;

(g) any other matter which is not specified in (a) to (f) above and which creates an
obligation or liability on either Party.

209
3.3 The Authority Engineer shall submit regular periodic reports, at least once every month,
to the Authority in respect of its duties and functions assigned to him for the project.
Such reports shall be submitted by the Authority Engineer within 10 (ten) days of the
beginning of every month.

3.4 The Authority Engineer shall aid and advise the Authority on any proposal for Change of
Scope under Article 13.

3.5 In the event of any disagreement regarding the meaning, scope and nature of Good
Industry Practice, as set forth in any provision of the Agreement, the Authority Engineer
shall specify such meaning, scope and nature by issuing a reasoned written statement
relying on Good Industry Practice and authentic literature.

3.6 The Authority Engineer shall verify the as built drawings submitted by the Contractor
after completion of the works. These drawings will be signed by the Authority Engineer
after due verification.

4. Construction Period

4.1 During the Construction Period, the Authority Engineer shall review the Drawings
furnished by the Contractor along with supporting data, including the geo-technical and
hydrological investigations, characteristics of materials from borrow areas and quarry
sites and topographical surveys. The Authority Engineer shall complete such review and
send its observations to the Authority and the Contractor within 15 (fifteen) days of
receipt of such Drawings; provided, however that in case of an Important Bridge, a Major
Bridge or Structure, and interlocking and telecom switching equipment the aforesaid
period of 15 (fifteen) days may be extended up to 30 (thirty) days. In particular, such
comments shall specify the conformity or otherwise of such Drawings with the Scope of
the Project and Specifications and Standards.

4.2 The Authority Engineer shall review any revised Drawings sent to it by the Contractor
and furnish its comments within 10 (ten) days of receiving such Drawings.

4.3 The Authority Engineer shall review the Quality Assurance Plan submitted by the
Contractor and shall convey its comments to the Contractor within a period of 21
(twenty-one) days stating the modifications, if any, required thereto.

4.4 The Authority Engineer shall complete the review of the methodology proposed to be
adopted by the Contractor for executing the Works, and convey its comments to the
Contractor within a period of 10 (ten) days from the date of receipt of the proposed
methodology from the Contractor. The Authority Engineer shall draw the non-
interlocking programme for works involving existing yards and issue a jointly agreed NI
programme for each such yard.

4.5 The Authority Engineer shall grant written approval to the Contractor, where necessary,
for interruption and diversion of the flow of traffic in the existing lane(s) of the Railway
Project for purposes of maintenance during the Construction Period in.

4.6 The Authority Engineer shall review the monthly progress report furnished by the
Contractor and send its comments thereon to the Authority and the Contractor within 7
(seven) days of receipt of such report.
210
4.7 The Authority Engineer shall inspect the Construction Works and the Railway Project
and shall submit a monthly Inspection Report bringing out the results of inspections and
the remedial action taken by the Contractor in respect of Defects or deficiencies.

4.8 The Authority Engineer shall conduct the pre-construction review of manufacturer's test
reports and standard samples of manufactured Materials, and such other Materials as the
Authority Engineer may require.

4.9 For determining that the Works conform to Specifications and Standards, the Authority
Engineer shall require the Contractor to carry out, or cause to be carried out, tests at such
time and frequency and in such manner as specified in the Agreement and in accordance
with Good Industry Practice for quality assurance. For purposes of this Paragraph 4.9, the
tests specified in ***** Manuals or any modification/substitution thereof shall be deemed
to be tests conforming to Good Industry Practice for quality assurance.

4.10 The Authority Engineer shall test check prescribed in this agreement for each category
or type of test for quality control by the Contractor.

4.11 The timing of tests referred to in Paragraph 4.9, and the criteria for acceptance/ rejection
of their results shall be determined by the Authority Engineer in accordance with the
Quality Control Manuals. The tests shall be undertaken on a random sample basis and
shall be in addition to, and independent of, the tests that may be carried out by the
Contractor for its own quality assurance in accordance with Good Industry Practice.

4.12 In the event that results of any tests conducted under Clause 11.10 establish any Defects
or deficiencies in the Works, the Authority Engineer shall require the Contractor to carry
out remedial measures.

4.13 The Authority Engineer may instruct the Contractor to execute any work which is
urgently required for the safety of the Railway Project, whether because of an accident,
unforeseeable event or otherwise; provided that in case of any work required on account
of a Force Majeure Event, the provisions of Clause 19.6 shall apply.

4.14 In the event that the Contractor fails to achieve any of the Project Milestones, the
Authority Engineer shall undertake a review of the progress of construction and identify
potential delays, if any. If the Authority Engineer shall determine that completion of the
Railway Project is not feasible within the time specified in the Agreement, it shall require
the Contractor to indicate within 15 (fifteen) days the steps proposed to be taken to
expedite progress, and the period within which the Project Completion Date shall be
achieved. Upon receipt of a report from the Contractor, the Authority Engineer shall
review the same and send its comments to the Authority and the Contractor forthwith.

4.15 The Authority Engineer shall obtain from the Contractor a copy of all the Contractor‟s
quality control records and documents before the Completion Certificate is issued
pursuant to Clause 12.4.

4.16 Authority Engineer may recommend to the Authority suspension of the whole or part of
the Works if the work threatens the safety of the public and pedestrians. After the
Contractor has carried out remedial measure, the Authority Engineer shall inspect such
remedial measures forthwith and make a report to the Authority recommending whether
or not the suspension hereunder may be revoked.
211
4.17 In the event that the Contractor carries out any remedial measures to secure the safety of
suspended works and the public, and requires the Authority Engineer to inspect such
works, the Authority Engineer shall inspect the suspended works within 3 (three) days of
receiving such notice, and make a report to the Authority forthwith, recommending
whether or not such suspension may be revoked by the Authority.

4.18 The Authority Engineer shall carry out, or cause to be carried out, all the Tests specified
in Schedule-J and issue a Completion Certificate or Provisional Certificate, as the case
may be. For carrying out its functions under this Paragraph 4.18 and all matters incidental
thereto, the Authority Engineer shall act under and in accordance with the provisions of
Article 12 and Schedule-J.

4A Maintenance Period

(i) The Authority Engineer shall aid and advise the Contractor in the preparation of its
monthly Maintenance Programme and for this purpose carry out a joint monthly inspection
with the Contractor.

(ii) The Authority Engineer shall undertake regular inspections, at least once every month, to
evaluate compliance with the Maintenance Requirements and submit a Maintenance
Inspection Report to the Authority and the Contractor.

(i) The Authority Engineer shall specify the tests, if any, that the Contractor shall carry out, or
cause to be carried out, for the purpose of determining that the Project KAVACH is in
conformity with the Maintenance Requirements. It shall monitor and review the results of
such tests and the remedial measures, if any, taken by the Contractor in this behalf.

(ii) In respect of any defect or deficiency referred to in Paragraph 3 of Schedule- Q, the

Authority Engineer shall, in conformity with Good Industry Practice, specify the permissible
limit of deviation or deterioration with reference to the Specifications and Standards and shall
also specify the time limit for repair or rectification of any deviation or deterioration beyond
the permissible limit.

(iii)The Authority Engineer shall examine the request of the Contractor for closure of working or
operational equipment/systems of the Project KAVAC] for undertaking maintenance/repair
thereof, and shall grant permission with such modifications, as it may deem necessary, within
3 (three) days of receiving a request from the Contractor. Upon expiry of the permitted period
of closure, the Authority Engineer shall monitor the reopening of such equipment/system,
and in case of delay, determine the Damages payable by the Contractor to the Authority
under Clause 15A.4.

5. Determination of costs and time

5.1 The Authority Engineer shall determine the costs, and/or their reasonableness, that are
required to be determined by it under the Agreement.

5.2 The Authority Engineer shall determine the period of Time Extension that is required to
be determined by it under the Agreement.

212
5.3 The Authority Engineer shall consult each Party in every case of determination in
accordance with the provisions of Clause 16.5.

6. Payments

6.1 The Authority Engineer shall withhold payments for the affected works for which the
Contractor fails to revise and resubmit the Drawings to the Authority Engineer in
accordance with the provisions of Clause 10.2.7 (d).

6.2 Authority Engineer shall -

(a) within 10 (ten) days of receipt of the Stage Payment Statement from the
Contractor pursuant to Clause 17.4, determine the amount due to the Contractor
and recommend the release of 80 (eighty) percent of the amount so determined as
part payment, pending issue of the Interim Payment Certificate; and

(b) within 20 (twenty) days of the receipt of the Stage Payment Statement
referred to in Clause 17.4, deliver to the Authority and the Contractor an
Interim Payment Certificate certifying the amount due and payable to the
Contractor..

7. Other duties and functions

The Authority Engineer shall perform all other duties and functions as specified in the
Agreement.

8. Miscellaneous

8.1 A copy of all communications, comments, instructions, Drawings or Documents sent by

the Authority Engineer to the Contractor pursuant to this TOR, and a copy of all the test
results with comments of the Authority‟s Engineer thereon, shall be furnished by the
Authority‟s Engineer to the Authority forthwith.

8.2 The Authority Engineer shall retain at least one copy each of all Drawings and
Documents received by it, including „as-built‟ Drawings, and keep them in its safe
custody.

8.3 Within 90 (ninety) days of the Project Completion Date, the Authority Engineer shall
obtain a complete set of as-built Drawings, in 2 (two) hard copies and in micro film form
or in such other medium as may be acceptable to the Authority, reflecting the Railway
Project as actually designed, engineered and constructed, including an as-built survey
illustrating the layout of the Railway Project and setback lines, if any, of the buildings
and structures forming part of Project Facilities; and shall hand them over to the
Authority against receipt thereof.

8.4 The Authority Engineer shall inform the Authority and the Contractor of any event of
Contractor‟s Default within one week of its occurrence.

213
 SCHEDULE - M
(See Clauses 17.4.1, 17.6.1, and 17.6.1)
Forms of Payment Statements

1. Stage Payment Statement for Works

The Stage Payment Statement for Works shall state:

(a) the estimated amount for the Works executed in accordance with Clause 17.3.1
subsequent to the last claim;
(b) amounts reflecting adjustments in price for the aforesaid claim;
(c) the estimated amount of each Change of Scope Order executed subsequent to the
last claim;
(d) amounts reflecting adjustment in price, if any, for (c) above in accordance with
the provisions of Clause 13.2.3 (a);
(e) total of (a), (b), (c) and (d) above;
(f) Deductions:
(i) Any amount to be deducted in accordance with the provisions of the
Agreement except taxes;
(ii) Any amount payable by the Contractor to the Authority under the
provisions of the Agreement; and
(iii) Any amount towards deduction of taxes at source under Applicable Laws.
(iv) Total of (i) to (iii) above.
(g) Net claim: (e) – (f) (iv);
(h) The amounts received by the Contractor up to the last claim:
(i) For the Works executed (excluding Change of Scope orders);
(ii) For Change of Scope Orders, and
(iii) Taxes deducted at source under Applicable Laws
1A. Monthly Maintenance Payment Statement
The monthly Statement for Maintenance Payment shall state:
(a) the monthly payment admissible in accordance with the provisions of the Agreement;
(b)the deductions for maintenance work not done;
(c) net payment for maintenance due, (a) minus (b);
(d) amounts reflecting adjustments in price under Clause 17.9a; and
(e) amount towards deduction of taxes

2. Contractor’s claim for Damages Note: The Contractor shall submit its claims in a form
acceptable to the Authority. ___

214
 SCHEDULE - N
(See Clause 18.1)
INSURANCE

1. Insurance during Construction Period

1.1 The Contractor shall effect and maintain at its own cost, from the Appointed Date till the
date of issue of the Completion Certificate, the following insurances for any loss or
damage occurring on account of Non Political Event of Force Majeure, malicious act,
accidental damage, explosion, fire and terrorism:

(a) insurance of Works, Plant and Materials and an additional sum of [15% (fifteen per cent)]
of such replacement cost to cover any additional costs of and incidental to the
rectification of loss or damage including professional fees and the cost of demolishing
and removing any part of the Works and of removing debris of whatsoever nature; and

(b) insurance for the Contractor's equipment and Documents brought onto the Site by the
Contractor, for a sum sufficient to provide for their replacement at the Site.

1.2 The insurance under paragraph 1.1 (a) and (b) above shall cover the Authority and the
Contractor against all loss or damage from any cause arising under paragraph 1.1 other
than risks which are not insurable at commercial terms.

2. Insurance for Contractor’s Defects Liability

The Contractor shall effect and maintain insurance cover for the Works from the date of
issue of the Completion Certificate until the end of the Defects Liability Period for any
loss or damage for which the Contractor is liable and which arises from a cause occurring
prior to the issue of the Completion Certificate. The Contractor shall also maintain other
insurances for maximum sums as may be required under Applicable Laws and in
accordance with Good Industry Practice.

3. Insurance against injury to persons and damage to property

3.1 The Contractor shall insure against its liability for any loss, damage, death or bodily
injury, or damage to any property (except things insured under Paragraphs 1 and 2 of this
Schedule) or to any person (except persons insured under Clause 18.9), which may arise
out of the Contractor's performance of this Agreement. This insurance shall be for a limit
per occurrence of not less than the amount specified below with no limit on the number
of occurrences.
The insurance cover shall be not less than 2% of the value of the contract price.

3.2 The insurance shall be extended to cover liability for all loss and damage to the
Authority‟s property arising out of the Contractor‟s performance of this Agreement
excluding:
(a) the Authority's right to have the construction works executed on, over, under, in or
through any land, and to occupy this land for the Works; and

(b) damage which is an unavoidable result of the Contractor's obligations to execute the
Works.
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4. Insurance to be in joint names
The insurance under paragraphs 1 to 3 above shall be in the joint names of the Contractor
and the Authority.
___

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 SCHEDULE - O
(See Clauses 4.6 & 4.7)
Provision of Traffic Blocks and Power Blocks

1. Provision of Traffic Blocks Power Blocks and Disconnections

1.1 The authority shall provide Power Blocks or Traffic Blocks or Power Blocks, or both,
during day or night, as the case may be, to enable the Contractor to execute the
construction works of overhead equipment, or such other work as may be determined by
the Authority Engineer.

1.2 The Contractor is entitled to execute the construction work within the block period
specified in this Schedule-O. The total duration of Power Block or Traffic Block or both,
as the case may be, shall not exceed 20% of the period specified in this Agreement. In
case such total duration exceeds 20% the Contractor shall pay Damages at the rate of
Rs.5000 per hour or part thereof for the exceeded Block periods.

1.3 The Authority shall arrange for disconnections of S&T system as determined by Authority
Engineer, to enable the Contractor to execute the construction work which affects
existing Singalling and Telecommunication installations.

__

217
 SCHEDULE - P
(See Clauses 4.4)
Machinery and equipment

4. The Authority shall provide the following machinery and equipment to the Contractor at
the daily rates shown against each machinery and equipment:

S. No. Particulars of each type of [Daily rate in rupees in

machinery and equipment rounded figures.]

No Railway equipment is expected to be utilised for this work.

Note: For Machines and T&P whose hire charges on not mentioned above, the monthly rate for those
machines/ equipment shall be equal to 2% (two per cent) of the cost of such machine or equipment, as
published in the latest Pink Book of Ministry of Railways. If the cost of any machine or equipment has
not been published in the latest Pink Book, then the last purchase price there of, shall be applicable for
determining the charges for such machine or equipment.

__

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 Schedule-Q
Maintenance Requirements
1. Maintenance Requirements
(i) The Contractor shall, at all times maintain the Project KAVACH in accordance with the
provisions of this Agreement, Applicable Laws and Applicable Permits.
(ii) The Contractor shall repair or rectify any Defect or deficiency within the time limit as
specified by Authority Engineer and any failure in this behalf shall constitute non-
fulfillment of the Maintenance obligations by the Contractor. Upon occurrence of any
breach hereunder, the Authority shall be entitled to effect reduction in monthly lump sum
payment as set forth in Clause 15A.5 of this Agreement, without prejudice to the rights of
the Authority under this Agreement, including Termination thereof.
(iii) All Materials used /provided during the maintenance period, shall be in conformity with
RDSO Specifications/Guidelines/Technical Advisory Notes (TANs) as applicable and
will be compatible to the installed system in operation. Standard drawings / Good
Industry Practice shall be adopted for these materials/works for which RDSO
specification/TAN/guidelines are not available. [Specify all the relevant documents]
(iv) Any updation, upgradation, modification in software (executive/application or other)
arising due to requirement of latest version of RDSO specifications/Guidelines/TANs
issued time to time during maintenance period, shall be done by the contractor at his own
cost with prior confirmation from Authority Engineer. This does not include
migration/change of technology.
2. Prompt Response Teams
(i) The Contractor shall engage trained personnel and constitute teams comprising of
at least 2 (two) such personnel each to provide a prompt response for Unscheduled
Maintenance and for carrying out the Consumables Replenishment Schedule
outside the Maintenance Depots and for confirming with the Maintenance
Requirements (the “Prompt Response Teams” or “PR Teams”). The Contractor
shall ensure that one PR Team is available for approximately every [100
(hundred) Kms]. Such that PR Teams are able reach their destination, along with
suitable maintenance kit, within [90 (ninety) minutes] of being notified of an
event requiring Unscheduled Maintenance hereunder. For the avoidance of doubt,
the Parties expressly agree that the Contractor may, with the consent of the
Authority, employee other forms of prompt response which can be demonstrated
as equivalent to or better than the prompt response specified herein.
(ii) The PR Team shall, to the extent possible, repair and rectify the defects and
deficiencies, including those specified in the Maintenance Requirements, and
notify the Authority of further repairs, if any, required to be taken for safe and
reliable operation of the KAVACH system. Upon receiving such report, the
Parties agree to take action as may be necessary to procure safe and reliable
operation of the KAVACH system.
(iii) The Parties agree that the obligation of the Contractor to provide PR Teams shall
be restricted to Project.
(iv) The helpline stated in 15A.2.2(i) will also be used to monitor and maintain NMS
of KAVACH
3. Tests
For determining that the Project KAVACH conforms to the Maintenance Requirements,
the Authority Engineer shall require the Contractor to carry out, or cause to be carried
out, Tests specified by him or in accordance with Good Industry Practice. The Contractor
shall, with due diligence, carry out or cause to be carried out all such Tests in accordance

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 with the instructions of the Authority Engineer and furnish the results of such Tests
forthwith to the Authority‟ Engineer.
4. Other Defects and Deficiencies
In respect of any Defect or deficiency not specified in Annex - I of this Schedule-Q, the
Authority Engineer may, in conformity with Good Industry Practice, specify the
permissible limit of deviation or deterioration with reference to the Specifications and
Standards, and any deviation or deterioration beyond the permissible limit shall be
repaired or rectified by the Contractor within the time limit specified by the Authority
Engineer.
5. Extension of Time Limit for Rectification
Notwithstanding anything to the contrary specified in this Schedule-Q, if the nature and
extent of any Defect or deficiency justifies more time for its repair or rectification than
the time specified herein, the Contractor shall be entitled to additional time in conformity
with Good Industry Practice. Such additional time shall be determined by the Authority
Engineer and conveyed to the Contractor and the Authority with reasons thereof.
6. Emergency Repairs/Restoration
Notwithstanding anything to the contrary contained in this Schedule-Q, if any Defect,
deficiency or deterioration in the Project KAVACH poses a hazard to safety or risk of
damage to property, the Contractor shall promptly take all reasonable measures for
eliminating or minimizing such danger.
7. Maintenance record by the Contractor
The Contractor shall, through its engineer, shall maintain a record of inspections
undertaken on a day to day basis in a register to be kept in such form and manner as the
Authority Engineer may specify. Such record shall be kept in safe custody of the
Contractor and shall be open to inspection by the Authority and the Authority Engineer at
any time during office hours.
8. Repairs on Account of Natural Calamities
All damages occurring to the Project KAVACH on account of a Force Majeure Event or
wilful default or neglect of the Authority shall be undertaken by the Authority at its own
cost. The Authority may instruct the Contractor to undertake the repairs at the rates
agreed between the Parties.
9. Epidemic Defect Warranty
(i) The Contractor agrees that if any identical defect or deficiency occurs on more
than 20% (twenty percent) of KAVACH equipments installed in Project, in any
rolling period of 36 (thirty six) months commencing from the date of supply, such
defect or deficiency shall be deemed to be an epidemic defect (the “Epidemic
Defect”) and Contractor shall cover such epidemic defect under epidemic defect
warranty to be maintained by Contractor for the Maintenance Period (The
“Epidemic Defect Warranty”). In addition, any manufacturing defect observed in
KAVACH equipment will be rectified/replaced free of cost by the contractor.
(ii) If during the Agreement Period, the Authority notifies the Contractor that an
Epidemic Defect has occurred, the Contractor shall remedy such Epidemic Defect
on all KAVACH equipments, and shall undertake such other work and measures
as may be necessary for enabling the KAVACH System to continue in operation
in conformity with the Maintenance Obligations until such defects are rectified.
Within 30 (thirty) days having been notified of such Epidemic Defects by the
Authority, the Contractor shall submit to the Authority a programme for
rectification of the Epidemic Defects as soon as practicable and the Contractor
and the Authority shall negotiate and agree to such programme in good faith,
within a period of 30 (thirty) days after receipt of such programme.
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 (iii) If Contractor and the Authority are unable to agree to a programme within 30
(thirty) days of its receipt, the Authority may rectify the defect, or cause
rectification of the defect, at the Contractor‟s cost and expense, and recover the
same from the Contractor in accordance with Clause 15A.6, along with the
Damages specified therein.
10. Distribution of Roles and Responsibility for KAVACH equipments
10(a) Authority
(i) Maintenance of earthing of equipments.
(ii) Maintenance of KAVACH E1 network for NMS connectivity
(iii) Tracking for any changes in yard.
(iv) Maintenance of RFID tags (excluding programming)
(v) Checking PSR resulting in KAVACH Application Logic alterations
(vi) Maintenance of towers, OFC and Signalling systems other than KAVACH.
10(b) Contractor
i) Maintenance of complete way side KAVACH equipment including modems, sub
assembly cards, GPS and GSM modules and other items excluding items covered in
10(a) above supplied by the contractor.
ii) Maintenance of on board KAVACH equipment including BIU, DMI, RFID reader,
pulse generator, modems, sub assembly cards, GPS and GSM modules and other
items supplied by the contractor.
iii) Maintenance of test benches for way side and on board KAVACH systems installed
in stations and loco sheds
iv) Maintenance of lab models installed in training institutes
v) Maintenance of NMS server (hardware and software) and connected modems and
other sub systems
vi) Maintenance of radio modems and radio antenna
vii) Maintenance of power supply items associated with KAVACH system supplied by
the contractor.
viii) Carrying out RSSI survey on quarterly basis and submission of report.
ix) In case of any damage, theft of RFID tags, the same shall be programmed and
reinstalled by Contractor. RFID tag for this purpose may be supplied by Railway
(from procured spares)
x) Notwithstanding above, the contractor shall maintain the KAVACH system during
maintenance period ensuring fitness of the purpose.

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 Annex-I, Schedule-Q

Maintenance Schedule

Item No. Location Maintenance Frequency Responsibility Responsibility

task of of
description maintenance maintenance
(Railway) (Contractor)
To be filled by Zonal Railway
1
2
3
4
5
6
-
-
-
-

Note: 1. Maintenance Schedule (Stationery & Onboard KAVACH) may be

based on schedule issued by RDSO vide letter no. RDSO-
SIG0MISC(Gen)/1/2021 dated 27.12.2021 or latest.
2. Zonal Railway may further modify Maintenance Schedule of RDSO with
approval of PCSTE as per field requirement.

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 Schedule-R

Payment Reduction for Non-Compliance

1. Payment reduction for breach of Maintenance Obligations.

(i) Monthly lump sum payments for maintenance shall be reduced in the case of
noncompliance with the Maintenance Requirements set forth in Schedule-Q.

(ii) Any deduction made on account of non-compliance with the Maintenance

Requirements shall not be paid even after compliance subsequently. The
deductions shall continue to be made every month until compliance is done.

(iii) The Authority Engineer shall calculate the amount of payment reduction in the
event that the contractor fails to carry out Maintenance Requirements set forth in
Schedule-Q, it shall be deemed to be breach of this Agreement and the Authority
shall be entitled to recover Damages, to be calculated and paid for each day of
delay at the rate of 0.5% (zero point five percent) of the Maintenance fee of that
month for respective Wayside Station/Locomotive. Recovery of such Damages
shall be without prejudice to the rights of the Authority under this Agreement,
including the right of Termination thereof.

(iv) For delay in repairing or rectification of any defect or deficiency in respective

Wayside Station/ locomotive beyond a reasonable time as decided by Authority
Engineer, a lumpsum penality may be imposed on contractor by Authority
Engineer.

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 Schedule-S

Tests on Completion of Maintenance Period

1. Visual and Physical Test:

The Authority Engineer shall conduct a visual and physical check of construction to
determine that all works and equipment forming part thereof conform to the provisions of
this Agreement.

1. Quality Test:

Quality test: Quality parameters of each equipment of the system shall be checked. The
quality tests shall include measurement of parameters be as per the requirement of
maintenance mentioned in Schedule-Q.

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 Schedule-T

Taking Over Certificate

I, ……………………. (Name and designation of the Authority‟s Representative) under and in

accordance with the Agreement dated ………… (the “Agreement”), for [construction of the

****section (km ** to km **) of

****] (the “Project KAVACH”) on Engineering, Procurement and Construction (EPC) basis
through (Name of Contractor), hereby certify that the Tests on completion of

Maintenance Period in accordance with Article 15A of the Agreement have been successfully
undertaken to determine compliance of the Project KAVACH with the provisions of the
Agreement and I hereby certify that the Authority has taken over the Project KAVACH from the
Contractor on this day.........

SIGNED, SEALED AND DELIVERED

(Signature)

(Name and designation of Authority‟s Representative) (Address

225
The End of Schedules.

226
 APPENDIX-I

LIST OF BID-SPECIFIC CLAUSES$

A. Clauses with non-numerical ($) footnotes:

1. Clause 3.2.1 : Obligation relating to sub-contracts and any other agreements

2. Clause 13.5.1 : Power of the Authority to undertake works

3. Article 26 : Definition of Consortium/Joint Venture

4. Schedule-F, Annexure-I : Item (C)-8

5. Schedule-F, Annexure-III : Item (B) and Item (C)-8

B. Clauses with curly { } brackets:

1. Recital : Para 2

2. Clause 1.5 : Joint and several liability

3. Clause 3.2.1 : Obligations relating sub-contracts and any other agreements

4. Clause 5.1 (l) : Representations and warranties of the Contractor

5. Article 26 : Definition of “Affiliate”, “Consortium/Joint Venture” and “Lead Member”

6. Contract Agreement :„Signature‟ page

7. Schedule-F, Annexure-I : Item (B) and Item (C) 1

8. Schedule-F, Annexure-III : Item (B)

C. Clauses with Blank Spaces (.....), (***)

1. First line of the Concession Agreement

2. Recital : Para 2

3. Recital : Item A, B, C and D

4. Clause 3.9 : Training of Authority‟s Personnel

5. Clause 17.1.1 : Contract Price

6. Schedule-F, Annexure-I : Item A, B and C

7. Schedule-F, Annexure-I : Signing Date

227
 8. Schedule-F, Annexure-II : Item A and C

9. Schedule-F, Annexure-II : Signing Date

10. Schedule-F, Annexure-III : Item A, B and C

11. Schedule-F, Annexure-III : Signing Date

12. Schedule-L, Annexure-I : Clause 1.1 : Scope

$
This Appendix-I contains a list of clauses that would need to be suitably modified for reflecting
bid-specific provisions after the contractor has been selected. This Appendix-I may be included
in the draft EPC Agreement forming part of the bid documents. It may, however, be deleted
when the Contract Agreement is to be executed.

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 APPENDIX-II

LIST OF PROJECT SPECIFIC CLAUSES

A. Clauses with serially numbered footnotes

1. First line of Contract Agreement (footnote no.1)

2. Recital : Para 2 (footnote no.2 & 3)

3. Recital : Para 2 : Item A (footnote 4 & 5)

4. Clause 3.9.2 : Training of Authority‟s Personnel (footnote no.6)

5. Clause 4.1.3(b) and (c) : Obligation of the Authority (footnote no. 7 & 8)

6. Clause 4.3 : Environmental and forest clearances (footnote no.9)

7. Clause 4.4.3 : Machinery and equipment (footnote no.10)

8. Clause 4.5 : Electricity transmission lines (footnote no.11)

9. Clause 7.1.1 : Performance Security (footnote no.12)

10. Clause 7.5 : Retention Money (footnote no.13)

11. Clause 17.2.1 : Advance Payment (footnote no.14)

12. Clause 17.8.4 : Price adjustment for the works (footnote no.15)

13. Schedule-A, Annexure-I : Site (footnote no.16)

14. Schedule-B, Annexure-I : Description of Railway Project (footnote no.17)

15. Schedule-C : Project facilities (footnote no.18)

16. Schedule-D, Annexure-I : Specifications and standards for construction (footnote no.19)

B. Clauses with square [ ] parenthesis:

1. Recital : Para 1

2. Recital (B)

3. Clause 3.2.1 : Obligations relating to sub-contracts and any other agreements

4. Clause 3.4.1 : Contractor‟s Personnel

5. Clause 3.9 : Training of Authority‟s Personnel

6. Clause 4.1.3(c) : Obligations of the Authority

229
7. Clause 4.1.4 : Obligations of the Authority

8. Clause 4.4.1(c) : Machinery and equipment

9. Clause 4.5 : Electricity transmission lines

10. Clause 4.7 : Provision of power blocks and traffic blocks

11. Clause 8.1(a) : The Site

12. Clause 10.3.1 : Construction of Railway Project

13. Clause 10.4.1(a) : Extension of time for completion

14. Clause 12.2.1 : Provisional certificate

15. Clause 15.1.2 : Defects liability period

16. Clause 17.8.4 : Price adjustment for the works (formulae for price adjustment)

17. Clause 18.1.6 : Insurance for works

18. Clause 20.1 : Governing Law and Jurisdiction

19. Clause 25.13(a) and (b) : Notices

20. Article 26 : Definitions

“GAD” or “General Arrangement Drawings”

“Project Assets”

21. Signature of the Authority on the last page of the Agreement

22. Schedule-A, Annexure-I : Site

23. Schedule-A, Annexure-II : Date for providing Right of Way

24. Schedule-A, Annexure-III : Alignment Plans

25. Schedule-B, Annexure-I : Description of Railway Project

26. Schedule-C : Project Facilities

27. Schedule-D, Annexure-I : Specifications and Standards for Construction

28. Schedule-F, Annexure-I : Form of Bank Guarantee for Performance Security

29. Schedule-F, Annexure-II : Form of Guarantee for Withdrawal of Retention Money

30. Schedule-F, Annexure-III : Form of Guarantee for Advance Payment

31. Schedule-G : Contract Price Weightages

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32. Schedule-I : Project Completion Schedule

33. Schedule-J : Tests on Completion

34. Schedule-N : Insurance

35. Schedule-O : Provision of traffic blocks and power blocks

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 APPENDIX-III

Underaking From RDSO approved Kavach OEM

To,
The Principal Chief Signal & Telecom Engineer,
West Central Railway,
Jabalpur
Undertaking
Dear Sir,

We, --------------(Original Equipment Manufacturer), having our office at --------------------

---------------------------------------------------------------------------------------------, hereby state that
we are RDSO approved Original Equipment Manufacturer of KAVACH (Train Collision
Avoidance System) (Specification: RDSO/SPN/196/2020,Ver. 4.0 or latest) and give our consent
for supply, installation, testing, commissioning and to provide CAMC support for KAVACH
(Train Collision Avoidance System) system to ------------------(Bidder), having its registered
Office at ------------------------------------------------------------------- subject to the terms and
conditions agreed mutually between M/s ----------------------(OEM) and -----------------------------
(Bidder).
We also undertake and guarantee that all maintenance spares and tools required for the
KAVACH equipment during it‟s codal life as defined by Indian Railways shall be available on
payment at mutually agreed terms. We agree to supply the additional equipment required for
replacement/expansion of the network due to additional traffic requirements at terms and
conditions to be mutually agreed. At least one year notice shall be given to Railways before any
equipment or components are discontinued or phased out from the manufacturing plans.

We further ensure the availability of all components / modules / sub-systems required and repair
services for keeping the System in working order in accordance with the tender conditions for
OEM‟s scope of work and subject to the terms and conditions as contained in the Undertaking.

This Undertaking is given with reference to Tender No. ____________________

for“_______________________________________________________________.”
We hereby certify that our KAVACH (Train Collision Avoidance System), which we offered for
the above-mentioned tender is meeting and fulfilling the technical specification mentioned in the
tender document.

Yours faithfully,
(Authorised Signatory of OEM)

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