Engineering,Procurement and Construction (EPC) Agreement for

“Design, Supply, Erection, Testing & Commissioning of

132KV/2X25KV Traction Sub Stations (Scott connected Transformer)
with associated Switching Posts/Boundary SP for 2 x 25 KV AT feeding
system & SCADA in Aburoad-Tirangahill and Nathdwara-Devgarh
Madriya &Nimach-Bari sadari sections of Ajmer Division of North
Western Railway”

EL/C/JP/EPC/T02/2024-25

CONSTRUCTION ORGANISATION
ELECTRICAL DEPARTMENT

NORTH WESTERN RAILWAY, JAIPUR

Signature Not
Verified
Digitally signed by
MOHAN SINGH
Date: 2025.02.19
12:38:20 IST
Reason: IREPS-CRIS
Location: New Delhi
 Contents

Preamble 8
PART I
Preliminary

Recitals 12

1 Definitions and Interpretation 14

1.1 Definitions 14
1.2 Interpretation 16
1.3 Measurements and arithmetic conventions 16
1.4 Priority of agreements and errors/discrepancies 17
1.5 Joint and several liability 17

PART II
Scope of the Project

2 Scope of the Project 20

2.1 Scope of the Project 20

3 Obligations of the Contractor 21

3.1 Obligations of the Contractor 21
3.2 Obligations relating to sub-contracts and any other agreements 22
3.3 Employment of foreign nationals 23
3.4 Contractor’s personnel 23
3.5 Advertisement on Railway Project 24
3.6 Contractor’s care of the Works 24
3.7 Electricity, water and other services 24
3.8 Unforeseeable difficulties 24
3.9 Training of Authority personnel 25
3.10 Safety at work site 25

4 Obligations of the Authority 26

4.1 Obligations of the Authority 26
4.2 Maintenanceand operation of the existing facilities 27
4.3 Environmental and Forest Clearances 27
4.4 Machinery and equipment 27
4.5 Electricity transmission lines 28
4.6 Disconnection for modification of existing signalling
and telecommunication works 28
4.7 Provision of Power Blocksand Traffic Blocks 28

5 Representations and Warranties 30

5.1 Representations and warranties of the Contractor 30
5.2 Representations and warranties of the Authority 31
5.3 Disclosure 32

6 Disclaimer 33
6.1 Disclaimer 33

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PART III
Construction

7 Performance Security 35
7.1 Performance Security 35
7.2 Extension of Performance Security 35
7.3 Appropriation of Performance Security 36
7.4 Release of Performance Security 36
7.5 Retention Money 36

8 Right of Way 38
8.1 The Site 38
8.2 Handing over of the Project Site 38
8.3 Damages for delay in handing over the Site 39
8.4 Site to be free from Encumbrances 40
8.5 Protection of Site from encroachments 40
8.6 Special/temporary Right of Way 41
8.7 Access to the Authority and the Authority Engineer 41
8.8 Geological and archaeological finds 41

9 Utilities and Trees 42

9.1 Existing utilities and roads 42
9.2 Shifting of obstructing utilities 42
9.3 New utilities 43
9.4 Felling of trees 43

10 Design and Construction of the Railway Project 44

10.1 Obligations prior to commencement of Works 44
10.2 Design and Drawings 45
10.3 Construction of the Railway Project 48
10.4 Extension of time for completion 50
10.5 Incomplete Works 51
10.6 Equipment specificMaintenance Manual 51

11 Quality Assurance, Monitoring and Supervision 52

11.1 Quality of Materials and workmanship 52
11.2 Quality control system 52
11.3 Methodology 53
11.4 Inspection and technical audit by the Authority 53
11.5 External technical audit 53
11.6 Inspection of construction records 53
11.7 Monthly progress reports 53
11.8 Inspection 54
11.9 Samples 55
11.10 Tests 55
11.11 Examination of work before covering up 55
11.12 Rejection 56
11.13 Remedial work 56
11.14 Delays during construction 57
11.15 Quality control records and Documents 57
11.16 Video recording 57
11.17 Suspension of unsafe Construction Works 57
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12 Completion Certificate 59
12.1 Tests on completion 59
12.2 Provisional Certificate 59
12.3 Completion of Part-2 Punch List items 60
12.4 Completion Certificate 61
12.5 Rescheduling of Tests 61
12.6 Delayed authorisation 61

13 Change of Scope 62
13.1 Change of Scope 62
13.2 Procedure for Change of Scope 62
13.3 Payment for Change of Scope 64
13.4 Restrictions on Change of Scope 64
13.5 Power of the Authority to undertake works 64

14 Traffic Regulation 65
14.1 Traffic regulation by the Contractor 65

15 Defects Liability 66
15.1 Defects Liability Period 66
15.2 Remedy and rectification of Defects and deficiencies 66
15.3 Cost of remedying Defects 66
15.4 Contractor’s failure to rectify Defects 67
15.5 Contractor to search cause 67
15.6 Extension of Defects Liability Period 67

16 Authority Engineer 69
16.1 Appointment of the Authority Engineer 69
16.2 Duties and functions of the Authority Engineer 69
16.3 Authorised signatories 70
16.4 Instructions of the Authority Engineer 70
16.5 Determination by the Authority Engineer 70
16.6 Remuneration of the Authority Engineer 71
16.7 Replacement of the Authority Engineer 71
16.8 Interim arrangement 71

PART IV
Financial Covenants

17 Payments 73
17.1 Contract Price 73
17.2 Advance Payment 73
17.3 Procedure for estimating the payment for the Works 74
17.4 Stage Payment Statement for Works 75
17.5 Stage Payment for Works 75
17.6 Payment of Damages 76
17.7 Time of payment and interest 76
17.8 Price adjustment for the Works 77
17.9 Restrictions on price adjustment 88
17.10 Final Payment Statement 88
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17.11 Discharge 89
17.12 Final Payment Certificate 89
17.13 Change in law 89
17.14 Correction of Interim Payment Certificates 90
17.15 Authority claims 90
17.16 Bonus for early completion 90

18 Insurance 91
18.1 Insurance for Works 91
18.2 Notice to the Authority 92
18.3 Evidence of Insurance Cover 92
18.4 Remedy for failure to insure 92
18.5 Waiver of subrogation 93
18.6 Contractor’s waiver 93
18.7 Cross liabilities 93
18.8 Accident or injury to workmen 93
18.9 Insurance against accident to workmen 93
18.10 Application of insurance proceeds 94
18.11 Compliance with policy conditions 94

Part V
Force Majeure and Termination

19 Force Majeure 96
19.1 Force Majeure 96
19.2 Non-Political Event 96
19.3 Indirect Political Event 97
19.4 Political Event 97
19.5 Duty to report Force Majeure Event 98
19.6 Effect of Force Majeure Event on the Agreement 98
19.7 Termination Notice for Force Majeure Event 99
19.8 Termination Payment for Force Majeure Event 99
19.9 Dispute resolution 100
19.10 Excuse from performance of obligations 100
20 Suspension of Contractor’s Rights 101
20.1 Suspension upon Contractor Default 101
20.2 Authority to act on behalf of Contractor 101
20.3 Revocation of Suspension 101
20.4 Termination 101

21 Termination 102
21.1 Termination for Contractor Default 102
21.2 Termination for Authority Default 104
21.3 Right of Authority to determine the Contract 104
21.4 Requirements after Termination 105
21.5 Valuation of Unpaid Works 105
21.6 Termination Payment 105
21.7 Other rights and obligations of the Parties 106
21.8 Survival of rights 107

PART VI
Other Provisions
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22 Assignment and Charges 109
22.1 Restrictions on assignment and charges 109
22.2 Hypothecation of Materials or Plant 109

23 Liability and Indemnity 110

23.1 General indemnity 110
23.2 Indemnity by the Contractor 110
23.3 Notice and contest of claims 111
23.4 Defence of claims 111
23.5 No consequential claims 112
23.6 Survival on Termination 112

24 Dispute Resolution 113

24.1 Conciliation of Disputes 113
24.2 Dispute Adjudication Board 113
24.3 Standing Arbitral Tribunal 115

25 Miscellaneous 118
25.1 Governing law and jurisdiction 118
25.2 Waiver of immunity 118
25.3 Delayed payments 118
25.4 Waiver 119
25.5 Liability for review of Documents and Drawings 119
25.6 Exclusion of implied warranties etc. 119
25.7 Survival 120
25.8 Entire Agreement 120
25.9 Severability 120
25.10 No partnership 120
25.11 Third Parties 120
25.12 Successors and assigns 121
25.13 Notices 121
25.14 Language 121
25.15 Counterparts 121
25.16 Confidentiality 122
25.17 Copyright and Intellectual Property rights 122
25.18 Limitation of Liability 122

26 Definitions 123
26.1 Definitions 123

Schedules

A Site of the Project 133

1 The Site 133
Annex-I:Site 134
Annex-II: Dates for providing Right of Way 137
Annex-III: Plan and Profile 140
Annex-IV: Environmental and Forest Clearances 141

B Development of the Railway Project 142

1 Development of the Railway Project 142
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Annex-I: Description of the Railway Project 143

C Project Facilities 164

1 Project Facilities 164
2 Description of Project Facilities 164

D Specifications and Standards 165

1 Construction 165
2 Design Standards 165
3 Latest Version 176
4 Terms used in Manuals 176
5 Absence of specific provisions 176
6 Alternative Specifications and Standards 176
7. Wayside Signs 177
Annex-I: Specifications and Standards for Construction 178
Annex-II: Time Schedule for review of drawings by the Authority 180

E Applicable Permits 181

1 Applicable Permits 181
2 Other Special Conditions of EPC contract 181

F Form of Bank Guarantee 182

Annex-I: Form of Guarantee for Performance Security 182
Annex-II: Form of Guarantee for Withdrawal of Retention Money 185
Annex-III: Form of Guarantee for Advance payment 188

G Contract Price Weightages 191

H Drawings
1 Drawings 196
2 Additional drawings
Annex-I: List of Drawings 197

I Project Completion Schedule

1 Project Completion Schedule 199
2 Project Milestone-I
3 Project Milestone-II
4 Project Milestone-III
5 Scheduled Completion Date
6 Extension of time

J Tests on Completion 201

1 Schedule for Tests
2 Tests
3 Agency for conducting Tests
4. Completion Certificate

K Provisional Certificate/ Completion Certificate 203

1. Provisional Certificate
2. Completion Certificate

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L Selection of Authority Engineer 205
1 Selection of Authority Engineer
2 Terms of Reference
Annex-I: Duties & Responsibilities of Authority Engineer

M Forms of Payment Statements 211

1 Stage Payment Statement for Works
2 Contractor’s Claim for Damages

N Insurance 212
1 Insurance during Construction Period
2 Insurance for Contractor’s Defects Liability
3 Insurance against injury to persons and damage to property
4 Insurance to be in joint names

O Provision of Traffic Blocks and Power Blocks 213

P Machinery and equipment 214

Appendices
I List of bid specific clauses
A. Clauses with non-numerical footnotes
B. Clauses with curly { } brackets
C. Clauses with blank spaces

II List of project specific clauses

A. Clauses with serially numbered footnotes
B. Clauses with square parenthesis

7
 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 wayfor
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 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
8
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 dependingon 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 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
9
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’sEngineer’, 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 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 in
most contracts, a defects liability period of two 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.

10
 Part I

Preliminary

11
 ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT

THIS AGREEMENT is entered into on this the ……….. day of ………, 20…..

BETWEEN

1. The President of India, represented by the Ministry of Railways, Dy. Chief Electrical
Engineer/ Construction/1, North Western Railway, having its principal office at Dy.
Chief Electrical Engineer/ Construction/1, Electrical Section, 1st Floor, North
Western Railway, Construction Office, Near Getor Jagatpura Railway Station, Jaipur,
Rajasthan - 302017, India (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 {……………………}, means the selected bidder 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 North Western Railway zone.

(B) The Authority had resolved to undertake the construction of Design, Supply,
Erection, Testing & Commissioning of 132KV/2X25KV Traction Sub Stations
(Scott Connected Transformer) with associated Switching Posts/Boundary SP
for 2 x 25 KV AT feeding system & SCADA in Aburoad-Tirangahill and
Nathdwara-Devgarh Madriya &Nimach-Bari sadari sections of Ajmer Division
of North Western 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-------------------------- dated---------
--- 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 Design, Supply, Erection, Testing
& Commissioning of 132KV/2X25KV Traction Sub Stations (Scott
Connected Transformer) with associated Switching Posts/Boundary SP for 2
x 25 KV AT feeding system & SCADA in Aburoad-Tirangahill and
Nathdwara-Devgarh Madriya &Nimach-Bari sadari sections of Ajmer
Division of North Western 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 Agreement and the enforceability of the provisions thereof, within
10 (ten) days of the date of issue of LOA; and
12
 (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:

13
 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;

14
(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;
15
 (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.

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.

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.

16
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.

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

17
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}.

18
 Part II

Scope of the Project

19
 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 all Power Supply Installation materials as per laid
down specifications.

(b) All materials covered in Clause 2.1(a) above shall be supplied by the
Contractor.

(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.

20
 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;

21
 (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 shall communicate the name and particulars, including the relevant
experience of the sub-contractor, to the Authority prior to entering into any such
22
 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.

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
23
 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;

(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.

24
 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 Power Supply Instalments’ (PSI) equipment. The number of persons to be
trained shall not exceed 10 (ten) and the period of training shall be for a period of
04 (four) weeks. 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.

3.9.2 The Contractor shall provide training to the personnel of the Authority in SCADA.
The number of persons to be trained shall not exceed 10 (ten) and the period of
training shall be at least 02 (two) weeks. The training shall be completed before the
issuance of the Provisional Certificate/ Completion Certificate .

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.

25
 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;

(b) all environmental and forest clearances as required under Clause 4.37
before appointed date; and

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.
[For the avoidance of doubt, the Parties agree that the Damages for delay in
approval of GAD by the road authorities for a particular railway over-bridge
or a railway under-bridge or a canal crossing shall be deemed to be
equivalent to the Damages payable under the provisions of Clause 8.3 for
delay in providing Right of Way for a length of 1 (one) kilometre for each
such railway over-bridge or railway line under-bridge or canal crossings, as
the case may be.]

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:

26
 (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;

(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

The Authority represents and warrants that the environmental and forest
clearances of Land mentioned in clause 4.1.3 (a) will be obtained before
Appointed Date. In the event of any delay, the Contractor shall be entitled to Time
Extension for the period of such delay in accordance with the provisions of Clause
10.4 of this Agreement and shall also be entitled to Damages calculated as if the
Right of Way for and in respect of such sections of the Railway Project has not
been provided in accordance with the provisions of Clause 8.2 and as a
consequence thereof, the Contractor shall be entitled to Damages under and in
accordance with the provisions of Clause 8.3. For the avoidance of doubt, the
present status of environmental and forest clearances is specified in Schedule-A.

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
27
 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.

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.

4.5 Electricity transmission lines -DELETED-

4.6 Disconnection for modification of existing signalling and telecommunication

works -DELETED-

4.7 Provision of Power Blocks and Traffic Blocks

4.7.1 The Authority shall provide Power Block enable the Contractor to undertake the
construction of Power Supply Installation, 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.

28
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 Engineeer on Contractor’s request, if the same is considered
justified and reasonable under the prevailing circumstances.

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.

4.7.7 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.

29
 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 hereunder;

(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;
30
 (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;

31
 (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

(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.

32
 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.

33
 Part III

Construction

34
 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 3% (three percent) whichever is applicable, 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 3% (three per cent)
whichever is applicable 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 of 02
(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,
35
 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 Money
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.

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

36
 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.

37
 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.

38
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 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:

Amount of Damages in Rs. per day per km = 0.001% of Contract Price

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.

39
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 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
40
 encroachment or occupation on any 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.

41
 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 construction activity shall be the part of the schedule
G.

42
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 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.

43
 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
44
 Agreement.

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 15 (fifteen) 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”) 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
45
 this purpose. The Parties further agree that 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 Authoritys Engineer
all route control charts conforming to the ESP/SIPs, within a
period of 3 (three) months from the Appointed Date;

(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 2(two) months 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
46
 (three) copies each of the design and necessary Drawings, duly
approved/signed by 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

47
 (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”)
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.

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
48
 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
455 (Four Hundred and Fifty Five Days) days 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) before execution of
such works are taken up by 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 at least
60 (sixty) days in advance of commencing a work that requires prior sanction of
CRS.
49
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 date of receiving the claim. The Contractor shall,
on the receipt of the communication of the Authority Engineer requesting for
50
 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.

51
 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 ControlMechanism, 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 regulary, 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.

52
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, the Authority may appoint an external technical
auditor to conduct an audit of the quality of the Works. The findings 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 the 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 information as may be required by the Authority Engineer along with all
resources deployed and all problems faced during work.

53
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 Inspection of Material

(a)All materials to be used for installation shall be subject to inspection by RDSO

/ RITES / Railway’s representative (as per amount of material) at the
manufacturer’s premises. For this purpose the Contractor shall give sufficient
notice of time to RDSO / RITES /Railway’s representative when the material is
ready for testing / inspection. All facilities as may be necessary shall be
provided by contractor for carrying out the tests.
(b)Whether a product has or has not been accepted at the point of manufacture, if,
upon arrival at destination, it does not meet the requirements of the
specification, it may be rejected and the Contractor shall undertake disposal of
the rejected products and shall bear all charges.
(C)The Contractor shall make such tests as may be necessary to demonstrate to
the satisfaction of the Railway that the apparatus and the system as installed
are in accordance with the requirements of the specifications and contract.
The Contractor shall provide such instruments and apparatus as may be
necessary for making the tests.
(d)Inspection Charges:
The inspection charges for the inspection service shall be borne by the
Contractor and not by Railway.
(e) Watch and Ward:
Watch and ward and security of the assets constructed shall be responsibility of
Contractor till the time of taking over of the assets by Railways. The
Contractor shall deploy adequate resources for this purpose at the various
assets sites.
(f) Released Material:
A joint survey of materials, to be released from site after commissioning of
relevant asset, is to be done jointly by representative of the Contractor,
54
 Authority Engineer and Railways Open Line organization. The released
railway material shall be transported by the Contractor to stores or nominated
depot of concerned SSE/TRD for further disposal by Railways.
All Balance material after the completion of the work shall be taken away by
the Contractor at his own cost.
The Site shall be handed over to Railway in neat and clean condition with all
the Systems being fully functional.

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 adavance 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 suc 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
55
 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 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.

11.12.2 If 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 Contractorof
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;

56
 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 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
57
 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 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.

58
 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 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 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 critical/safety items and the part-2 showing non-critical/non-safety
items. The Authority Engineer may issue a Provisional Certificate to the
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 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 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.

12.2.3 The Contractor shall assist the Authority during inspection and tests to be
conducted by the Commissioner of Railway Safety 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 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.
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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
compliance of all CRS 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.

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 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.

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

due to any change(s) in the L-Section/Alignment/ESPs of the Project with
respect to those attached with this document, except on account of existing
ground conditions mentioned in L-Section/Alignment/ESPs/ pegging plans.
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. 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 therefor 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.

13.2 Procedure for Change of Scope

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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 thereunder (the “Change
of Scope Notice”).

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.

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

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 (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 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.

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 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.

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 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 – Deleted

15.1.3Without prejudice to the provisions of Clause 15.1.1, the Contractor shall be

responsible for making arrangement for signing of agreement for AMC of
SCADA as per clause 3.9 of Annexure - I (Schedule-B) between OEM/Approved
SCADA vendor and concerned Railway/Division 6 months prior to defects
liability period as defined in 15.1.1. In the event that the Contractor fails to make
above Arrangement, the Authority shall be entitled to remedy the defects and
deficiency of the Contractor in Accordance with the clause 15.4 or may extend the
Defects Liability Period in accordance with clause 15.6.1.

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 Deficencies which
are not affecting train operations of safety. For any defect noticed affecting train
operation of train safety, the Contrator shall arrange to rectify it within such
reasonable period as may be determined by the Authority Engineer. If the
Contrator 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

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
66
 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, 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.

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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.

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 ARTICLE 16
AUTHORITY ENGINEER

16.1 Appointment of the Authority Engineer

16.1.1 The Authority shall appoint a railway engineer / Project Management

Consultancy (PMC) 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.

69
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.

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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.

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 Part IV

Financial Covenants

72
 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. 212.65 Crore (Rs.
Two Hundred Twelve Crore and Sixty Five lakhs only) (the “Contract Price”),
which shall be subject to adjustments in accordance with the provisions of this
Agreement. 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 Date 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) of the Contract Price,
for mobilisation expenses and for acquisition of equipment, which shall carry
simple interest at the rate of Bank Rate plus 4% 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 installment 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 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.

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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

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.

74
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

17.5.1 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.

75
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 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

76
 discharge submitted to the Authority Engineer for certification in
accordance with the provisions of Clause 17.12.

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 and formulae
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;

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 SQ or SB

Reinforcement bars Average of per tonne rate of 10mm dia TMT & 25mm dia
1 and other rounds TMT; confirming IS1786; Fe 500

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

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

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

77
A-2 Relevant city for referring “JPC (Joint Plant Committee)” rates of steel items
(SQ /SB) in different Zonal Railways shall be as under:
SL City Railway

Delhi Northern, North Central, North Eastern,

1 North Western

Kolkata Eastern, East Central, East Coast, Northeast

2 Frontier, South Eastern, Southeast Central

Mumbai Central, Western, West Central

3
Chennai Southern, South Central, South Western
4

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

C)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;
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);
78
 MODLTLTOUG = Value of work done for the completion of a stage
under the item modification of LT power lines and crossings to
underground (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;
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.
d) 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];

79
 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 = 0.85 MODHTPWRLINE 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];
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];

80
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);
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);

81
 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);
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);
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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 steel respectively for
the relevant item as specified in sub- paragraph (k);
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

83
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;
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.

84
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.
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.
85
 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.
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.

(e)The following percentages shall govern the price adjustment of the Contract Price for electrification work:

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

86
 Component Over Head Equipment except other Switch Posts except Traction sub stations except Auxiliary
work commissioning and Commissioning and charging Transforme
Foundation, mast Stringing of charging, Transformers All works r stations
erection,bracket, catenary and except trans-
erection, insulators contact wire formers
Labour (PLB) - - 6.11% 4.63% 7.98 -
Cement (PC) - - 10.72% - 5.23 -
Structural steel - - - - 7.40 -
(PSST)
Insulators (PINS) - - - - - -
Copper wire - - - - - -
(PCU)
Transformer _ - - 95.37 - -
(PTR)
Electrical Switch - - 83.17% - 79.39 -
Gear (PSWGR)
Total 100% 100% 100% 100% 100% 100%
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): NIL

iii). For SCADA, modification of HT power lines and crossings to underground (replacement by underground cabling),
modification of LT power lines and crossings to underground (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:

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Component SCADA except com- missioning for the Division Extension/ augmentation of power supply
for CLS work

Labour (PLB) 5.96% -

Electronics (PELEX) 4.27% -
PVC Insulated Cable (PIC) - -
Fibre Cable (POFC) - -
All other commodities (POTH) 89.77% -
Total 100% -

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:
NIL
v). For Civil Engineering Works: NIL
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.
17.10 Final Payment Statement
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
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 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:
17.10.1.1.1 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
Final Payment Certificate in accordance with Clause 17.15, if there are no disputed items.
17.10.1.1.2 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
17.12.1 Within 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.
17.12.2 The 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.
17.13 Change in law
17.13.1 If as a result of Change in Law, the Contractor suffers any additional costs in the execution of the Works or in relation to the
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 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.
17.13.2 If 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.
17.13.3 The 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 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.

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 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 its Design Director and/or
consultants to cover the risk of professional negligence in the design of Works. The

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 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.

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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 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-
93
 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.

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.

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 Part V

Force Majeure and Termination

95
 ARTICLE 19
FORCE MAJEURE

19.1 Force Majeure

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

97
 (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 costs exceed such Insurance Cover, one half of such
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 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:

(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
Materialsprocured by the Contractor and transferred to the Authority for use in

99
 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 liabilitiesvested 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
Suspensionwithin 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 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 (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

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 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
clearancesrequired 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 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.

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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;
(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.
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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 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

(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

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 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 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,

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 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 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

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 (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 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
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 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.
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.

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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 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.

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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.
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.

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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 Delhi 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 Delhi 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 asotherwise 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.

25.11 Third parties

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 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 Delhi 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 Delhi , 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.

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.

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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:
25.17.2 The 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.

25.17.3 As 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, 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”shallhave 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;
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“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, gumties 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;

“Dispute Resolution Procedure” means the procedure for resolution of Disputes as set forth in
Article 24;

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“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

“Important Bridge” means a bridge having a linear waterway of 300 metres or a total water way
of 1000 sqm or more;

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“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;}

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“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;

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“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 inRecital ‘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;

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“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”shall 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 havethe 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.

130
IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED AND DELIVERED THIS
AGREEMENT AS OF THE DAY, MONTH AND YEAR FIRST ABOVE WRITTEN.

SIGNED, SEALED AND SIGNED, SEALED AND

DELIVERED DELIVERED

For and on behalf of For and on behalf of

[...***, *** 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}

131
Schedules

132
 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.

133
 Annex - I
(Schedule-A)
1. Site

The Site of the Railway Project comprises ABR-TRAH (Ajmer-division) and NDT-DOHM
& NMH-BI (Ajmer-division) sections in the state of Gujrat and Rajasthan in the
NorthWestern Railway for “Design, Supply, Erection, Testing & Commissioning of
132KV/2X25KV Traction Sub Stations (Scott Connected Transformer) with associated
Switching Posts/Boundary SP for 2 x 25 KV AT feeding system & SCADA in Aburoad-
Tirangahill and Nathdwara-Devgarh Madriya &Nimach-Bari sadari sections of Ajmer
Division of North Western Railway” the land and other structures comprising the Site are
described below:

2. Route Length

The route length of the Railway Project comprises the section as described below:

2.1 ABR-TRAH (Ajmer-division) New line section of North Western Railway Railway Route :

Proposed PSI for Proposed

Tentative
S.No. 2 x 25 KV feeding Feeding Zone of Remarks
Location
System TSSs

Boundary SP
1. VTDI SP KM:0.0/640.00

SSP at SATLASNA
2. KM:14/350.00 BSP/VTDI to
SP/Peta
Chhapra of
3. TSS at Dalpura KM:32/350.00
Dalpura/TSS
These locations
SSP at HADAD (About 67 KM)
4. KM:50/750.00 are only
indicative &
PETA CHHAPRA may be changed
5. SP KM:67/900.00 as per actual site
requirement.
BSP/KUI to
SSP at AMBAJI SP/Peta
6. KM:82/360.00
Chhapra of
KUI/TSS
7. TSS at Kui (KUI) KM:99/550.00
(About 45 KM)
Boundary SP
8. KUI SP KM:112/450.00

Note:-Power Supply Installation comprises -Traction Sub Station (TSS), Sectioning &
Paralleling Post (SP) and Sub-Sectioning & Paralleiling Post (SSP).
134
2.2 Nathdwara-Devgarh Mandariya (GC) section of North Western Railway

Proposed PSI for 2 x Proposed Feeding

Tentative
S.No. 25 KV feeding Zone of Remarks
Location
System TSS/Kaunariya
1 SSP at Devgarh KM:52/545.00
Mandariya

2. SP at Kuwanthal KM:67/800.00

3. SSP at Charbhuja KM:82/050.00

4. SSP at Lawa KM:92/050.00

Sardargarh
SP/Kuwanthal to
These locations are
5. KM:106/950.00 SP/MVJ
only indicative &
TSS at Kaunariya (About 80 KM)
may be changed as
per actual site
6. SSP at Kankroli KM:120/990.00
requirement.

7. SSP at Nathdwara KM:133/084.00

8. Boundary SP at KM:147/500.00
Mavali

Note:-Power Supply Installation comprises - Traction Sub Station (TSS), Sectioning &
Paralleling Post (SP) and Sub-Sectioning & Paralleiling Post (SSP).

2.3 Nimach-Bari Sadari (NL) section of North Western Railway

Proposed PSI for 2 x Proposed Feeding

Tentative
S.No. 25 KV feeding Zone of TSS/Bari Remarks
Location
System Sadari
1. KM:2/900.00
TSS at Bari Sadari

2. SSP at Jaloda Jageer KM:14/500.00 These locations are

only indicative &
FP/BI to SP/NMH
3. KM:27/230.00 may be changed as
SSP at Choti Sadari (About 40 KM)
per actual site
requirement.
4. Boundary SP at KM:41/150.00
Nimach

135
 Note:-Power Supply Installation comprises - Traction Sub Station (TSS), Sectioning &
Paralleling Post (SP) and Sub-Sectioning & Paralleiling Post (SSP).

3. Land - -DELETED-

4. Details of existing structures and facilities on adjoining railway track (For doubling
or 3rdline projects or electrification)- -DELETED-

Note:-Contractor has to ensure no damage done to existing Railway

infrastructure.Suitable penalty (As per Railway Board/NWR instruction)
will be levied for any such damage.

136
 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:

For Electrification Work

The dates on which the Authority shall provide the Right of Way to the Contractor on different
sections of the Site are specified below:
A. ABR-TRAH (Ajmer-division) New line section of North Western Railway):

LAND AREA Date of

Tentative
Proposed PSI for 2 x 25 Length Width Providing
Location
KV feeding System (m) (m) Right of
way
1 2 3 4 5

For Sub-Station work : Required area

(a)TSS at Kui (KUI) (layout) as per
KM:99/550.00 RDSO PSI
guidelines RDSO / Railway
Instruction No. Land is
TI/IN/0043 Rev.01 available
KM:32/350.00 with latest
amendments
(b) TSS at Dalpura

For Switching Posts (SPs, BSPs & SSPs) :

(a)PETA CHHAPRA Required area
SP KM:67/900.00 (layout) as per
RDSO PSI
(b)Boundary SP guidelines / RDSO
KUI SP KM:112/450.00 Instruction No.
TI/IN/0043Rev.01
(C)Boundary SP with latest
VTDI SP KM:0.0/640.00 amendments
Railway
Land is
(d)SSP at AMBAJI available
KM:82/360.00

(e)SSP at HADAD
KM:50/750.00

(f)SSP at SATLASNA
KM:14/350.00

137
(B)Nathdwara-Devgarh Mandariya (GC) section of North Western Railway
Tentative LAND AREA Date of
Proposed PSI for 2 x 25 Location Providing
KV feeding System Length Width
Right of
(m) (m)
way

1 2 3 4 5

For Sub-Station work : Required area

(layout) as per
(a)TSS at Kaunariya RDSO PSI
guidelines / RDSO Railway
KM:106/950.00 Instruction No. Land is
TI/IN/0043 Rev.01 available
with latest
amendments

For Switching Posts (SPs & SSPs) :

Boundary SP at
Mavali(MVJ) KM:147/500.00 Required
area(layout) as per
RDSO PSI
SP at Kuwanthal
KM:67/800.00 guidelines / RDSO Railway
Instruction No. Land is
SSP at Nathdwara TI/IN/0043 Rev.01 available
KM:133/084.00 with latest
amendments
SSP at Kankroli
KM:120/990.00

SSP at Lawa Sardargarh

KM:92/050.00 Required
area(layout) as per
SSP at Charbhuja RDSO PSI
KM:82/050.00 guidelines / RDSO Railway
Instruction No. Land is
TI/IN/0043 Rev.01 available
KM:52/545.00
SSP at Devgarh Mandariya with latest
amendments
Railway

138
(C)Nimach-Bari Sadari (NL) section of North Western Railway
Tentative LAND AREA Date of
Proposed PSI for 2 x 25 Location Providing
KV feeding System Length Width
Right of
(m) (m)
way

1 2 3 4 5

For Sub-Station work : Required area

(layout) as per
(a)TSS at Bari Sadari RDSO PSI
guidelines / RDSO Railway
KM:2/900.00 Instruction No. Land is
TI/IN/0043 Rev.01 available
with latest
amendments

For Switching Posts (SPs & SSPs) :

Boundary SP at
Nimach(NMH) KM:41/150.00 Required
area(layout) as per
RDSO PSI
SSP at Choti Sadari Railway
KM:27/230.00 guidelines / RDSO
Land is
Instruction No.
available
TI/IN/0043 Rev.01
SSP at Jaloda Jageer KM:14/500.00 with latest
amendments

139
 Annex - III
(Schedule-A)
Plan and Profile

-DELETED-

For Railway Electrification

Power Supply Installation for 2 x 25 KV feeding system:

The proposed General Power Supply (GPS) arrangement drawing approved by Railway shall be
provided .The Contractor shall verify the same for ensuring technical feasibility within the Right
of Way boundaries.

140
 Annex - IV
(Schedule-A)

Environment Clearances and Forest Clearances

1. Environment clearances –

1.1The environment clearances shall be obtained from the concerned authority, if

applicable.

2. Forest clearances-

(a) The forest clearances shall be obtained by Railway from the concerned Authority, if
applicable.

NOTE: If the land is encumbered with trees required to be cleared for undertaking
construction, the process of site clearance/obtaining approval from relevant authorities
before the execution of work shall deemed to be part of the project scope.

141
 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.

Note: This tender complies with Public Procurement (preference to Make in India) Order 2017 and
its addendums/amendments, if any.

142
 Annex - I
(Schedule-B)
Description of Railway Project
POWER SUPPLY INSTALLATION FOR 2 X 25 KV FEEDING SYSTEM:-

Design, Supply, Erection, Testing & Commissioning of 132KV/2X25KV Traction Sub

Stations (Scott Connected Transformer) with associated Switching Posts/Boundary SP for 2
x 25 KV AT feeding system & SCADA in Aburoad-Tirangahill and Nathdwara-Devgarh
Madriya &Nimach-Bari sadari sections of Ajmer Division of North Western Railway
Any change on account of existing ground conditions mentioned in L-Section/ Alignment/ ESPs
/ pegging plan shall not be considered as Change of Scope. 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.
A The scope of work to be performed under the Contract shall include design, complete
supply as per specifications for procurement of components, manufacture, verification,
delivery, construction, installation of equipment, name plate of equipments, testing,
including integrated testing, commissioning, technical support, supervision of maintenance
(during Defect Liability Period), spares, Modification / shifting and documentation for a
complete system necessary to provide traction power supply from 132/2x25 KV traction
substations, through 25 KV AT system feeding system & SCADA for ABR-TRAH and
NDT-DOHM & NMH-BI sections of Ajmer Division of North Western Railway.
The traction power supply sub-system configuration shall comprise of:
a) Traction power substations (TSS) with Scott- Connected main (power)
transformers;
b) Sectioning and paralleling post (SP)/Boundary Sectioning and paralleling post
(BSP) with auto transformers,
c) Sub-sectioning and paralleling post (SSP) with auto transformers.
d) LT Transformer for general power supply in TSSs ,SPs and SSPs.
e) Other associated equipments for completion of Power Supply Installation
arrangement for 2 x 25 KV feeding system including switch gears, capacitor
bank alongwith seriess reactor, CT, PT, control and relay panel, lightening
arrester, earthing, foundation structure, cable trenching, control cable laying, oil
sump tank, baffle wall, battery, battery charger, ACDB, DCDB, buried rail, bus
bars, conductors, insulators, connectors, jumpers, gantry, earth electrode,
earthing grid, equipment earthing Gravel spreading, retaining wall if required,
fencing etc.
Conceptual schematic power supply arrangement / diagrams of TSS/SP/SSP are
mentioned in the reference drawings and RDSO specifications. Based on the
conceptual schematic drawings and PSI guidelines issued by RDSO (listed in
Schedule D & I), the Contractor may review, improve layouts/arrangements for
betterment.

143
1. Construction of Civil and Track Works- -DELETED-
2. Signalling and telecommunication- -DELETED-
3. Electrification of existing railway line
3.1 Overhead Equipment (OHE) - -DELETED-
3.2 Switching Post(sectioning & paralleling post and Sub-sectioning & paralleling post &
Boundary SP) for 2 x 25 KV AT feeding system :

- The Scope of work shall include but not be limited to Design, supply, erection, testing and
commissioning of Switching Posts (SP/BSP/SSP) for 2x25kV traction system for Scott-
connected Transformer TSS including Foundations, Structures, various type of equipments
including auto transformers, auxiliary transformer, 50kV -25kV double pole circuit breakers,
25kV double pole interrupters, 25kV double pole isolators, 25kV PT- Type-I, 42kV LA
station and all ancillary equipment etc along with control & Relay Panel, Earth work,
Battery Set, All types of caution, warning, instruction, protection, location/Name and
schematic diagram boards, earthing stations, Safety items (i.e. Firefighting equipment, First
Aid box, Shock treatment chart, key box etc.), manning till stabilization of SCADA (At least
for a period of 06 months from commissioning), feeder, cross feeder, cross feeder to OHE
and all necessary documentation for EIG sanction and PCEE/ CRS Inspection, supply of
drawings, complete assistance till successful statutory inspection of the installations
including handing over of all assets, supervision of maintenance with breakdown attending
(during Defect Liability Period) and all other works provisioned in EPC agreement for
following details.
Note: -Work shall be executed in accordance with PSI GUIDELINE FOR INCREASING
SPEED POTENTIAL TO 160KMPH ON INDIAN RAILWAYS INSTRUCTION No.
TI/IN/0043 Rev.1 including amendments, if any or Latest.
A. ABR-TRAH (Ajmer-division) NL section of North Western Railway:

SN LOCATION CHAINAGE TYPE REMARKS

1 VDTI (KM:0.0/640.00) 2x25kV Boundary
SP
2 Satlasna (KM:14/350.00) 2x25kV SSP

3 Hadad (KM:50/750.00) 2x25kV SSP

4 Peta Chhapra (KM:67/900.00) 2x25kV SP For Single line

Section
5 Ambaji (KM:82/360.00) 2x25kV SSP

6 KUI (KM:112/450.00) 2x25kV Boundary

SP

144
 B. Nathdwara-Devgarh Mandariya (GC) section of North Western Railway

SN LOCATION CHAINAGE TYPE REMARKS

1 Devgarh (KM:52/545.00) 2x25kV SSP
Mandariya

2 Kuwanthal (KM:67/800.00) 2x25kV SP

3 Charbhuja (KM:82/050.00) 2x25kV SSP

For Single line
4 Lawa Sardargarh (KM:92/050.00) 2x25kV SSP Section

5 Kankroli (KM:120/990.00) 2x25kV SSP

6 Nathdwara (KM:133/084.00) 2x25kV SSP

7 Mavali(MVJ) (KM:147/500.00) 2x25kV

Boundary SP

C. Nimach-Bari Sadari (NL) section of North Western Railway

SN LOCATION CHAINAGE TYPE REMARKS
1 Jaloda Jageer (KM:14/500.00) 2x25kV SSP

2 Choti Sadari (KM:27/230.00) 2x25kV SSP For Single line

Section
3 Nimach(NMH) (KM:41/150.00) 2x25kV
Boundary SP

SP/BSP/SSP – to be designed for switching over single line section of ABR-

TRAH ,Nathdwara-Devgarh Mandariya & Nimach – Bari sadari sections of Ajmer
Division.
RDSO Drawing no. – TI/DRG/PSI/AT/RDSO/00015/20/01 MOD -A or latest to be
used for SSP in 2x25kV AT System for Scott-connected transformer TSS, and to be
designed for single line section, with provision of expansion in future for double line
section
RDSO Drawing no. – TI/DRG/PSI/AT/RDSO/00016/20/01 MOD -A or latest to be
used for SP in 2x25kV AT System for Scott-connected transformer TSS, and to be
designed for single line section, with provision of expansion in future for double line
section
RDSO Drawing no. – TI/DRG/PSI/AT/RDSO/00021/20/01 MOD -A or latest to be
used for Boundary SP in 2x25kV AT System for Scott-connected transformer TSS,
and to be designed for single line section, with provision of expansion in future for
double line section

145
Work of control building incl. general power supply, yard lighting, approach road,
retaining wall will be carried out by Elect & Engg/Const/JP. However temporary
road/level surface to be constructed by contractor as per site requirement for ensuring
ease of manpower and material movement.
Telecom supply of OFC from nearest OFC hut to control room building will be
provided by S&T/Const/JP. However temporary road/level surface to be constructed
by contractor as per site requirement for ensuring ease of manpower and material
movement.
Protection - Technical Specification No. TI/SPC/PSI/PROTCT/7101 or latest for
Control and Relay Panel Including Numerical type protection relays for Sectioning
and Paralleling Post, Sub-Sectioning and Paralleling Post and boundary SP in scheme
of Scott connected transformer TSS shall be referred
Earthing – as per RDSO Specification no. TI/SPC/PSI/ERTHNG/0210 or latest is to
be provided. The neutral of the Autotransformers at TSS/SP/SSP should also be
connected to Buried Rail as mentioned in the specification. Earthing grid at the
switching post (SP/SSP) should be prepared by taking fault current of 12kA with 3
second duration in the calculations given in the specification no.
TI/SPC/PSI/ERTHNG/0210. Earth Mat/ grid calculations shall be submitted for
approval at competent authority.
The main equipment to be used for SP/SSP in Scott connected transformer TSS
along with their Specification is detailed as under-

Item Description Specification Qty Qty Qty

for 1 for 1 for 1
BSP SP SSP

12.3MVA Auto TI/SPC/PSI/AUTOTR/12 02 0 0

Transformer 00 (02/21)
(55/27.5kV) with Bushing CTs
8MVA Auto Transformer TI/SPC/PSI/AUTOTR/12 00 02 01
(55/27.5kV) with Bushing CTs 00 (02/21)
25 kV Double Pole Vacuum TI/SPC/PSI/LVCBIN/012 02 02 01
Circuit Breaker (2000A) 0(12/13)
with A&C slip no. 01
50kV Double Pole SF6 Circuit TI/SPC/PSI/HVCB/0121 01 01 00
Breaker (2000A) with A&C slip no. 01

146
25 kV Double Pole Vacuum TI/SPC/PSI/LVCBIN/0120 01 00 01
Interrupter (2000A) (12/13)
with A&C slip no. 01
25 kV Single Pole Vacuum TI/SPC/PSI/LVCBIN/0120 01 00 00
Interrupter (2000A) (12/13)
with A&C slip no. 01
25 kV Double Pole Isolator TI/SPC/PSI/ISOLTR/0210 04 04 04
(Manual) (2000A) (02/21)
25 kV Single Pole Isolator TI/SPC/PSI/ISOLTR/0210 02 00 00
(Manual) (2000A) (02/21)

25kV Potential Transformer TI/SPC/PSI/PT/0210 02 02 02

(Type-1) (06/21)

25kV/240V LT SupplyETI/PSI/15 (08/03) 01 01 01

Transformer (10kVA)
25kV Dropout Fuse Switch ETI/PSI/14(01/86) with 01 01 01
A&C slip no. 01
42kV Lightning Arrester TI/SPC/PSI/MOGTLA/010 04 04 04
1 (02/15)
25kV Support Insulator TI/SPC/OHE/INS/0070 As As As
with A&C slip no. 01 & 02 req req req

Lead Acid Batteries 110V, 150AH as per RDSO Spec No - RDSO/PE/SPEC/TL /0040
(Rev. ‘2’)-2021 or latest
110 V Battery Charger suitable for Lead Acid Batteries 110V, 150AH as per RDSO
Spec No - TI/SPC/PSI/200-250/ CHGR/0210 (07/21) or latest
Equipments inside control room as per material list included in RDSO Drg no. –
TI/DRG/PSI/CR2X25/SPSSPATP/0210 or latest and erection as per this drawing
only
Submission of detailed drawings of Each SP/BSP/SSP as per site condition based on
the latest drawings, layout & specifications issued by RDSO
In case of any modifications required as per the latest specifications as and when
issued by RDSO, necessary changes will be incorporated by the tenderer and obtain
final approval of the same before starting the execution of work
All SP/SSPs are constructed on Greenfield Sites: The execution could be done for
complete TSS/SP/SSPs at a time. Planning might be done accordingly. Site specific
design may be done by contractor and got approved from authority

147
 The Contractor shall provide the online monitoring of the work sites during
construction phase through Mobile/Laptop with provision of CCTV cameras. For each
SP/SSP there shall be at least four CCTV cameras installed at the work site. Along
with this theft alert monitoring system with proper alarm and light display may be
integrated with the help of SCADA system in each switching Post and may be
integrated with TPC control room
Para 8.3 of RDSO Instruction No. – TI/IN/0043 Rev-1 or latest to be followed for
other miscellaneous drawings

3.3 25 KV Booster Transformer and return conductor Arrangement- DELETED

3.4 Auxiliary transformer for 2 x 25 KV system :

The Scope of work shall include but not be limited to design, supply, erection, testing
and commissioning of single phase Auxiliary Transformer Station of different capacity
as per following details, complete with all structures and fittings etc. along with drop-
out fuse, jumper connection to OHE, anti-climbing device, earthing station and all types
of caution, warning, instruction, protection boards and location/Name boards, junction
box and all necessary documentation for EIG sanction and PCEE/ CRS Inspection,
supply of drawings, complete assistance till successful statutory inspection of the
installations including handing over of all assets, supervision of maintenance with
breakdown attending (during Defect Liability Period) and all other works provisioned in
EPC agreement for following details -

3.4.1 50 KVA Auxiliary transformer at TSS

S.N. Location Quantity Capacity Remarks

RDSO Instruction
1. KUI (ABR-TRAH) 02 nos. 50 KVA
No. TI/IN/0043
02 nos. Rev.01 with latest
2. Dalpura(ABR-TRAH) 50 KVA
amendments- PSI
Kaunariya(NDT- 02 nos. guideline for 2 x 25
3 50 KVA KV system
DOHM)
02 nos.
4 Bari Sadari(NMH-BI) 50 KVA

148
Supply, erection, testing & commissioning of 50 KVA 25 kV/240 V Auxiliary
Transformer complete with accessories
The transformer shall be purchased from RDSO/CORE approved supplier only and
shall confirm to RDSO Spec. No ETI/PSI/15(8/2003) with CS no. 1 or latest.
Silica breather, adjustable split arcing horns provided on primary bushing side having
horn gap setting vary between 125 to 250 mm/ OEM Mannual.
Power cable size 2x300 mm2 (of required length) to be connected between LT
terminal & junction box. LV junction box as per RDSO Drawing ETI/PSI/0310 or
latest.
25 kV Dropout fuse switch assembly including solid core insulator & fuse wire on AT
mast as per Drawing No. ETI/PSI/032 REV-D, ETI/PSI/038 REV C or latest &
specification no. ETI/PSI/14 (1/86) Rev.1 (4/87) or latest for DO Fuse switch.
Provide the Anti-climbing device on the structure including cost of bolt, barbed wire
net, nuts, angle clamps etc. as per Drawing No. ETI/PSI/037 or latest.
PG clamp, suspension clamp (RI-1160), single clevis (RI-1270) with other associated
fittings necessary for copper Jumper connection between OHE, DO fuse assembly and
AT HT terminal as per Drawing No. RE/42/CG/05521 or latest.

Jumper Wire, long creepage path solid core 9 tone porcelain Insulator (RI No. 6020-
1,1050 mm CD) as per RDSO specification No. TI/SPC/OHE/INS/0070(04/2007) or
latest with all required fasteners, fittings.
All the material required for provision of additional Arcing Horn across 9T insulator
as per RDSO drawing no. TI/SK/PSI/ARCHON/RDSO/00001/08/0 or latest the price
shall also cover the supply of an enamelled number plate.
All material for earthing as per RDSO Drawing No. ETI/PSI/708 or latest in all
respect.
8 SWG GI wire of required length with termination connectors for earthing
connection of LV box to earth electrode.
AT LV terminals to be connected with MCB with suitable connectors and cable (size
2x150 mm2 Al.) along with gland and terminal lug.
Copper jumper wire (65 mm2) of suitable length along with PG clamp, suspension
clamp (RI-1160),z single clevis (RI-1270) with other associated fittings and shall be
provided for connection between OHE, DO and AT HT terminal as per Drawing No.
RE/42/CG/05521 or latest.
Oil filtration and pre- commissioning tests as approved by the Employers or Engineer.
The contractor shall make his own arrangement for oil filtration equipment, as well as
power supply required for the same. All necessary tools, equipment, instruments
required for carrying out oil filtration/checks/tests/commissioning shall be arranged
by the contractor.

149
 3.4.2 10 KVA Auxiliary transformer at SSP/SP :

A. ABR-TRAH (Ajmer-division) NL section of North Western Railway):

SN LOCATION Quantity Capacity REMARKS

1 VDTI/SP 01 no. 10KVA RDSO Instruction No.
2 Satlasna/SSP 01 no. 10KVA TI/IN/0043 Rev.01 with
3 Hadad/SSP 01 no. 10KVA latest amendments- PSI
4 Peta Chhapra/SP 01 no. 10KVA guideline for 2 x 25 KV
5 Ambaji/SSP 01 no. 10KVA system
6 KUI/SP 01 no. 10KVA

B.Nathdwara-Devgarh Mandariya (GC) section of North Western Railway

SN LOCATION Quantity CAPACITY REMARKS

1 Devgarh 01 no. 10KVA RDSO Instruction No.
Mandariya/SSP TI/IN/0043 Rev.01 with
2 Kuwanthal/SP 01 no. 10KVA latest amendments- PSI
3 Charbhuja/SSP 01 no. 10KVA guideline for 2 x 25 KV
4 Lawa Sardargarh/SSP 01 no. 10KVA system
5 Kankroli/SSP 01 no. 10KVA
6 Nathdwara/SSP 01 no. 10KVA
7 Mavali/BSP 01 no. 10KVA
(C)Nimach-Bari Sadari (NL) section of North Western Railway

SN LOCATION Quantity CAPACITY REMARKS

1 Jaloda Jageer/SSP 01 no. 10KVA RDSO Instruction No.
TI/IN/0043 Rev.01 with
2 Choti Sadari/SSP 01 no. 10KVA latest amendments- PSI
guideline for 2 x 25 KV
3 Nimach/BSP 01 no. 10KVA system
Supply, erection, testing & commissioning of 25 kV/240V, 50Hz, single phase, oil filled
10 kVA Auxiliary Transformer with complete accessories.
The transformer shall be purchased from RDSO/CORE approved supplier only and
shall confirm to RDSO Spec. No ETI/PSI/15(8/2003) with CS no. 1 or latest.
Silica breather, adjustable split arcing horns provided on primary bushing side having
horn gap setting vary between 125 to 250 mm.
Power cable size 2x70 mm2 (of required length) to be connected between LT terminal
& junction box. LV junction box as per RDSO Drawing ETI/PSI/0310 or latest.
25 kV Dropout fuse switch assembly including solid core insulator & fuse wire on AT
mast as per Drawing No. ETI/PSI/032 REV-D, ETI/PSI/038 REV C or latest &
specification no. ETI/PSI/14 (1/86) Rev.1 (4/87) or latest for DO Fuse switch.
Provide the Anti-climbing device on the structure including cost of bolt, barbed wire
net, nuts, angle clamps etc. as per Drawing No. ETI/PSI/037 or latest.

150
 PG clamp, suspension clamp (RI-1160), single clevis (RI-1270) with other associated
fittings necessary for copper Jumper connection between OHE, DO fuse assembly and
AT HT terminal as per Drawing No. RE/42/CG/05521 or latest.
Jumper Wire, long creepage path solid core 9 tone porcelain Insulator (RI No. 6020-
1,1050 mm CD) as per RDSO specification No. TI/SPC/OHE/INS/0070(04/2007) or
latest with all required fasteners, fittings.
All the material required for provision of additional Arcing Horn across 9T insulator
as per RDSO drawing no. TI/SK/PSI/ARCHON/RDSO/00001/08/0 or latest the price
shall also cover the supply of an enamelled number plate.
All material for earthing as per RDSO Drawing No. ETI/PSI/708 or latest in all
respect.
8 SWG GI wire of required length with termination connectors for earthing connection
of LV box to earth electrode.
AT LV terminals to be connected with MCB with suitable connectors and cable (size
2x70 mm2 Al.) along with gland and terminal lug.
Copper jumper wire (65 mm2) of suitable length along with PG clamp, suspension
clamp (RI-1160),z single clevis (RI-1270) with other associated fittings and shall be
provided for connection between OHE, DO and AT HT terminal as per Drawing No.
RE/42/CG/05521 or latest.
Oil filtration and pre- commissioning tests as approved by the Employers or Engineer.
The contractor shall make his own arrangement for oil filtration equipment, as well as
power supply required for the same. All necessary tools, equipment, instruments
required for carrying out oil
filtration/checks/tests/commissioning shall be arranged by the contractor.

3.5 Traction sub-stations (TSS) for 2 x 25 KV feeding system :

- The Scope of work shall include but not be limited to Design, supply, erection, testing
and commissioning of 132/2x25 KV (Scott-Connected transformer) Traction Sub Station
(TSS), Feeding Post (FP), Shunt Capacitor Bank, series reactor, Foundations, Structures,
various type of equipments including traction power transformers, auto transformers,
auxiliary transformer station, HT & LT Side switchgears including 132kv triple pole
isolators, 50kv-25kv double pole isolators, 132kv triple pole circuit breakers, 50kv-25kv
double pole circuit breakers, 25kv double pole interrupter, 132kv measuring CT-PT, 132kv-
50kv-25kv protection CTs, 25kv Type-I & II PTs, 120kV-60kV-42kV LA with disconnector
assemblies, Control & Relay Panel for TSS & Capacitor Bank, and all ancillary equipment,
distribution board/panel, battery bank with charger, Earth mesh/electrode, Buried rail and
connections etc. along with Earth work, ballast main work, retaining wall, Fencing,All
types of caution, warning, instruction, protection, location/Name and schematic diagram
boards, Safety items (i.e. Fire-fighting equipment, First Aid box, Shock treatment chart,
key box etc.), manning till stabilization of SCADA(At least for a period of 06 months from
commissioning), feeder, cross feeder, cross feeder to OHE and all necessary
documentation for EIG sanction and PCEE/ CRS Inspection, supply of drawings, complete
assistance till successful statutory inspection of the installations including handing over of
all assets, supervision of maintenance with breakdown attending (during Defect Liability
Period) and all other works provisioned in EPC agreement for following details.
- Metering CTs and PTs to be provided at TSS.
151
 Note:- Work shall be executed in accordance with PSI guideline for increasing speed
Potential to 160KMPH on Indian Railways Instruction No. TI/IN/0043 Rev.1 including
amendements,if any or Latest.
A. ABR-TRAH (Ajmer-division) NL section of North Western Railway):
S Locatin Chainage Input Number of Capacityof Each Remarks
N of TSS Voltage Transformers Transformer
1 Dalpura 32/350 132kV 02nos. 60/84/100MVA Proposed to
(ONAN/ONAF/ feed single line
OFAF) Section
2 KUI 99/550 132 02 nos. 60/84/100MVA Proposed to
(ONAN/ONAF/ feed single line
OFAF) Section

B.Nathdwara-Devgarh Mandariya (GC) section of North Western Railway

S Location Chainage Input Number of Capacity of Each Remarks

N of TSS Voltage Transformers Transformer
1 Kaunariya 106/950 132kV 02nos. 60/84/100MVA Proposed to
(ONAN/ONAF/ feed single line
OFAF) Section

(C)Nimach-Bari Sadari (NL) section of North Western Railway

S Locatio Chainage Input Number of Capacity of Remarks

N of TSS Voltage Transformers Each
Transformer
1 Bari 02/900 132kV 02nos. 60/84/100MVA Proposed to
Sadari (ONAN/ONAF/ feed single line
OFAF) Section

TSS – to be designed for switching over single line section of ABR- TRAH
,Nathdwara-Devgarh Mandariya & Nimach – Bari sadari sections of Ajmer Division.
RDSO Drawing no. – TI/DRG/PSI/AT/RDSO/00009/20/01 MOD -C or latest to be used
for TSS in 2x25kV AT System for Scott-connected transformer TSS, and to be designed
for single line section, with provision of expansion in future for double line section
Protection - Technical Specification No. TI/SPC/PSI/PROTCT/7101 or latest for Control
and Relay Panel Including Numerical type protection relays for TSS in scheme of Scott
connected transformer TSS shall be referred
Work of control building incl. general power supply, yard lighting, approach road,
retaining wall will be carried out by Elect & Engg/Const/JP
Telecom supply of OFC from nearest OFC hut to control room building will be provided by
S&T/Const/JP.

152
Earthing – as per RDSO Specification no. TI/SPC/PSI/ERTHNG/0210 or latest is to be
provided. Earth Mat/ grid calculations shall be submitted for approval at competent
authority. The neutral of the Autotransformers at TSS/SP/SSP should also be connected
to Buried Rail as mentioned in the specification. Earthing grid at the switching post
(SP/SSP) should be prepared by taking fault current of 12kA with 3 second duration in
the calculations given in the specification no. TI/SPC/PSI/ERTHNG/0210 or latest.

The main equipment to be used for TSS in Scott connected transformer TSS along with their
Specification is detailed as under-

Item Description Specification Qty for 1

TSS
132kV, 1250A Triple Pole TI/SPC/PSI/ISOLTR/0210(06/21) 02
Isolator (with earth blade)
132kV, 1250A Triple Pole TI/SPC/PSI/ISOLTR/0210(06/21) 01
Isolator (For Bus Coupling)
132kV, 1250A Triple Pole TI/SPC/PSI/ISOLTR/0210 (06/21) 03
Isolator (without earth blade)
132kV Potential Transformer To be procured as per the 06
(accuracy class 0.2) for ABT specification/sources of
metering (Indication and Metering) DISCOMs/Power utilities

132kV Current Transformer 06

(accuracy class 0.2s) for ABT
metering
(Metering)
132kV Support Insulator TI/SPC/OHE/POST/0100 (01/10) As req
with A&C slip no.01.
132kV (800-400/5) Current TI/SPC/PSI/CT/0210(06/21) 06
transformer (For Transformer
Protection)
132kV SF6 Circuit Breaker (Triple TI/SPC/PSI/HVCB/0121 (05/21) 02
Pole) with A&C slip no. 01
120kV Lightening arrester (HV ETI/PSI/137(08/89) with 12
Side) A&C slip
no. 01 to 07
60/84/100MVA, 132/2X25kV TI/SPC/PSI/TRNPWR/5200 02
Single Phase Traction Power (02/21) with A&C slip no. 01
Transformer with Bushing CTs
60kV Lightening arrester ETI/PSI/137(08/89) with 08
A&C slip
no. 01 to 07.
50kV Current Transformer TI/SPC/PSI/CT/0210(06/21) 08
(1500-750/5)
50kV Double pole SF6 Breaker TI/SPC/PSI/HVCB/0121(05/21) 08
(2000A)

153
50kV Double Pole Manual Isolator Ti/SPC/PSI/ISOLTR/0210(06/21) 10

50kV Support Insulator or 66kV TI/SPC/OHE/POST/0100 with As req

Support Insulator A&C slip no. 01
27.5kV/110V Potential TI/SPC/PSI/PT/0210(06/21) 04
Transformer (Type-II)
25kV Double Pole Manual Isolator TI/SPC/PSI/ISOLTR/0210(06/21) 06
(2000A)
27.5kV/110V Potential TI/SPC/PSI/ PT/0210(06/21) -
Transformer (Type-I)
12.3MVA Autotransformer TI/SPC/PSI/AUTOTR/1200 04
(55/27.5kV) with Bushing CTs (02/21)
25kV Double Pole Vacuum TI/SPC/PSI/LVCBIN/0120(12/13) 01
Interrupter
50kVA,25kV/240Volt LTsupply ETI/PSI/15 (08/03) 02
transformer
25kV Drop Out Fuse ETI/PSI/14(01/86) with A&C slip 02
no. 01
42kV Lightening Arrester TI/SPC/PSI/MOGTLA/0101 04
(02/15)
Shunt capacitor 2400kVAR at TI/SPC/PSI/FC&SR/0100 (01/10) 02
25kV
Series Reactor for Low loss TI/SPC/PSI/FC&SR/0100 (01/10) 02
25kV Single Pole Manual TI/SPC/PSI/ISOLTR/0210 04
Isolator (06/21)
25kV Double Pole Vacuum Circuit TI/SPC/PSI/LVCBIN/0120(12/13) 02
Breaker (2000A) with A&C slip no. 01
25kV Current Transformer TI/SPC/PSI/CT/0210(06/21) 04
(1500-750/5A)
25kV Current Transformer TI/SPC/PSI/CT/0210(02/21) 04
(200-100/5A) (For compensation
equipment)
Low Tension Distribution Panel TI/SPC/PSI/LTDPNL/0210 (10/21) 02

25kV Support Insulator TI/SPC/OHE/INS/0070 (04/07) As req

with A&C slip no. 01 & 02
25 kV Double Pole Motorised TI/SPC/PSI/ISOLTR/0210(06/21) 01
isolator (2000A)
Lead Acid Batteries 110V, 250AH as per RDSO Spec No - RDSO/PE/SPEC/TL /0040
(Rev. ‘2’)-2021 or latest
110 V Battery Charger suitable for Lead Acid Batteries 110V, 250AH as per RDSO Spec
No - TI/SPC/PSI/200-250/ CHGR/0210 (07/21) or latest
Equipments inside control room as per material list included in RDSO Drg no. –
TI/DRG/PSI/CR2X25/RDSO/0210 or latest and erection as per this drawing only
154
 Submission of detailed drawings of Each TSS as per site condition based on the latest
drawings, layout & specifications issued by RDSO
In case of any modifications required as per the latest specifications as and when issued
by RDSO, necessary changes will be incorporated by the tenderer and obtain final
approval of the same before starting the execution of work
TSS is proposed on Greenfield Sites: The execution could be done for complete
TSS/SP/SSPs at a time. Planning might be done accordingly. Site specific design may be
done by contractor and got approved from authority
The Contractor shall provide the online monitoring of the work sites during construction
phase through Mobile/Laptop with provision of CCTV cameras. For each SP/SSP there
shall be at least four CCTV cameras installed at the work site. Along with this theft alert
monitoring system with proper alarm and light display may be integrated with the
help of SCADA system in each switching Post and may be integrated with TPC control
room.
Para 8.3 of RDSO Instruction No. – TI/IN/0043 Rev-1 or latest to be followed for other
miscellaneous drawings

3.6 High voltage transmission line from Grid sub-station (GSS) to Railway :
-DELETED-
3.7 Underground high tension cable transmission- -DELETED-
3.8 Bay augmentation work at grid sub-station- -DELETED-

3.9 Supervisory control and data acquisition system (SCADA) for 2x25 KV Traction
Sub- station, Sectioning post (SP) and Sub- sectioning and paralleling post (SSP)
and RCC Ajmer
(Contractor shall inform to railway Authority to finalize the SCADA vendor within 60 Days
after LOA date)
- The Scope of work shall include but not be limited to design, drawing, supply,
erection, testing & commissioning of Standard Supervisory Control and Data Acquisition
(SCADA) equipments as per RDSO Specification No TI/SPC/ RCC/ SCADA /0134 or
latest in the proposed section including supply of SCADA system at RCC, SCADA
software, EMS, NMS equipment & software at controlled stations, integration of energy
data from RCC to SEMC and SEMC to SLDC, video wall equipment, GPS receiver, Web
server for Railway SLDC/SLDC and supervision of operation and maintenance of the
SCADA system, as per specification RTU for 04 no. TSS & 16 nos. SWS through SCADA
approved vendors with defect liability period of 3 years including supply of special tools &
plants for maintenance, and all necessary documentation for EIG sanction and PCEE/ CRS
Inspection, supply of drawings, complete assistance till successful statutory inspection of
the installations including handing over of all assets, supervision of maintenance with
breakdown attending and all other works provisioned in EPC agreement for following
details-
- Note: - Work shall be executed in accordance with RDSO Technical
Specification No. – TI/SPC/RCC/SCADA/0134 including amendments, if any or latest
for SCADA for 2x25kV single phase 50 Hz AC Traction Power Supply.

ABR-TRAH, NMH-BI & NDT-DOHM section of Ajmer Division, NWR

155
S.N. Item Quantity Remarks
1. Remote Control Centre with 01 no. At Ajmer RCC (Existing),
SCADA Hardware and provision of SCADA
software Hardware
and software
2. Modification of existing NIL
SCADA System
3 SCADA Equipment at 04 no. As per Para 3.5
Traction
Sub-Station
4 SCADA Equipment at 16 nos. As per Para 3.2
Switching Posts (SP/SSP)

Description Unit Qty.

Supply, erection, testing & commissioning of SCADA Nos. 1
equipment at RCC as per RDSO specification for required work
station for implementation of Cyber Sercurity as per RDSO
Spec. no. TI/SPC/RCC/SCADA/ 0134 with amendments for
ABR-TRAH,NMH-BI & NDT-DOHM Section
The SCADA System Hardware shall consist of dual hot-standby
SCADA Servers, Dual hot- standby Communication Front Ends,
Dual Hot-Standby EMS Servers, required number of operator
workstations for one nos. TPC boards SCADA System for ABR-
TRAH,NMH-BI & NDT-DOHM Section.
The integration of SCADA System with new RTUs to be
supplied under scope of this contract.
Supply, installation & testing of standard SCADA software as Nos. 1
per RDSO Spec no. TI/SPC/RCC/SCADA /0134 with
amendment having license capacity for integration of 100 RTUs.
the license fee for the supply and installation of Standard
Electric Traction SCADA Software. All licenses including the
license for any third- party software with lifetime validity, anti-
virus software for all computers are included in the price
Supply, erection, testing & commissioning of EMS equipment Nos. 1
and software at Divisional level as per RDSO specification no.
TI/SPC/RCC/SCADA/0134 with amendments.
Supply, installation & testing of standard NMS equipment & Nos. 1
software at Divisional level as per RDSO Spec No. no.
TI/SPC/RCC/SCADA/0134 with amendments.
A single Network Management Server loaded with Network
Management Software, fully configured for monitoring various
SCADA nodes for connectivity is to be provided.
Supply, installation & testing of video wall equipment at Nos. 1
Divisional level as per RDSO Spec. Each display wall will consist
of 2x3 matrix of 50” full HD single display, with 3 mm bezel is
accepted for the display wall.
Supply, erection, testing & commissioning of GPS Receiver with Nos. 1
3 nos digital clock at RCC

156
 Supply, installation, configuration and commissioning of Web Nos. 1
Server at RCC along with Firewall to provide data from
divisional RCC to Railway SLDC through Internet / RAILNET
Supply, Erection, Testing & Commissioning of Remote Station Nos. 4
Equipments at remote stations as per RDSO Spec No.
TI/SPC/RCC/SCADA/0134 with amendments for TSS
Supply, Erection, Testing & Commissioning of Remote Station Nos. 16
Equipments at remote stations as per RDSO Spec No.
TI/SPC/RCC/SCADA/0134 with amendments for SP/SSP
The provision of all equipment/items including power supply units etc as mentioned
in RDSO Specification No. TI/SPC/RCC/SCADA/0134 with latest amendments and
the steel cubicles required for housing the RTUs, interconnecting cables and wiring
etc., and all materials necessary for proper functioning of the RTUs shall be done.
The testing of materials and equipments at the manufacturer's works shall be done.
The RTU shall be supplied in accordance with RDSO’s standard specification and
capable
of successful working on standard communication protocol as defined in the
specification
Provision of separate earthing of communication cable shield at controlled stations
shall be done
RTUs supplied for the controlled posts shall include the necessary transducers,
summation CT', PT, supply change over arrangement, digital analogue input
modules, limit settings, CPU cards, power supply unit, surge arrestor, relays and
contactors etc. at Traction sub- stations and SPs for different analogue parameters and
measurements as per mentioned in the specifications and tender documents
Cyber security integration on ABR-TRAH, NMH-BI & NDT-DOHM Section RCC
as per latest RDSO Specification TI/SPC/RCC/SCADA/0134 including all supply
and erection material required for cyber security integration. As per latest RDSO
spec
The SCADA material to be procured from RDSO approved source only
The Inspecting authority for the work shall be RDSO/RITES/Railway’s
representative
3.10 Various electrical general services works-NIL-
3.11 Modification of HT power lines and crossings (raising of height) -DELETED-
3.12 Modification of HT power lines and crossings (replacement by UG cabling) -
DELETED-
3.13 Modification of LT power lines and crossings (replacement by UG cabling) -
-DELETED-
3.14 Extension of LT power supply for CLS Work -DELETED-
3.15 Extension/Augmentation of electrical power supply arrangements and
associated works -DELETED-
3.16 Modifications of existing electrical works -DELETED-

157
3.17 Inventory electrical & testing material:-

Tools & plants items to be provided for following 03 nos. Depot

a) Ambaji Depot
b) Satlasna Depot
c) Kankroli Depot

Annexure of T&P Items to be supplied by Executing agency as per revised ACTM For
Depots wise ( listed Quantities are given for single Depot)

S.N Description Qty

1 Tirfor 3.2 Tonne/1.6 Tonne 8
2 Tirfor 5 Tonne/ 3 Tonne 3
3 Tirfor 2/3 Tonne 8
4 Tirfor 3 Tonne 4
5 Tirfor 5 Tonne 2
6 Pull-lift 3 Tonne 3
7 Pull-lift 1.5 Tonne 4
8 Pull-lift 3/4 Tonne 2
9 Dropper making Jig and Wire straightener for 5 mm dropper wire 1
10 Dropper making Jig and Wire straightener for 7 mm dropper wire 1
11 Come-along clamps for Catenary suitable for 19/2. 108 mm conductor 8
12 Come-along clamps for contact wire 107mm2 8
13 Come-along clamps for Aluminium "SPIDER" Conductor (20mm2) 8
14 Come-along clamps for earth wire (19/2.5mm) Galvanized steel 6
15 Universal come along clamp 12
16 (a)Rail Jumpers with clamps at both ends (3 Mtrs) 30
(b)Rail Jumpers with clamps at both ends (5 Mtrs) 30
(c)Rail Jumpers with clamps at both ends (13 Mtrs) 30
(d)Rail Jumpers with clamps at both ends (16 Mtrs) 30
17 Rail Jumpers extension with clamp at one end 30
18 Earthing discharge rod complete 20
19 Aluminium straight ladder (8m) with hook on top 5
20 Aluminium straight ladder extensible (11m) 6
21 Drilling Machine (25mm) Motor Driven (Radial or Pillar) 1
22 Bench Grinder (Double end) Pedestal Motor Driven (203 mm) disc 1
Portable Electric Drill 21.0 mm 1 ph, 230V (for Drilling rails for
23 1
bonding)
24 Honda Welding Generating Set (100/200 A) with all accessories 1
25 Portable Diesel Generating Set 3KVA, 240V, 1 ph. 2
26 Flood light fitting with 500 Watt Lamps 7
27 Inflatable light source 1
28 Tool Box 17
29 Set of "D" spanner 10-11 to 34-35 14

158
30 Set of "Ring" spanner 10-11 to 34-35 14
31 First Aid Box 4
32 Stretcher 2
33 Fire Bucket 10 Ltr. 8
34 Safety helmets 25
35 Safety belts harness 65
36 Safety shoes 40
37 Portable Fire Extinguisher (Cap.10 ltr.) Dry Chemical Powder 4
38 Portable Fire Extinguisher (Cap.9 ltr.) Foam Type 4
39 Contact Wire Cutter 36" 2
40 Dropper Wire cutter 12" 2
41 D' Shackles set of one each (1",3/4", 5/8", 1/2") 13
42 Single Sleeve Pulley block 3 1/2" x 1/2" Groove Steel 8
Single sleeve pulley block 3 1/2" x 1/2" Groove Fiber for drawl
43 10
of contact wire
44 Single Sleeve pulley Block 6"x1" Groove Steel 6
45 Contact Wire twist-cum-bender 6" 4
46 Steel sling with Eye each end 19 mm dia 0
(a)1 m. long, 12
(b)2 m. long 10
(c)3 m. long 12
(d)4 m. long 3
(e)10 m. long 4
47 Polyster webbing slings 1 m long 20
48 Polyster webbing slings 2 m long 16
49 Polyster webbing slings 3 m long 16
50 Polyster webbing slings 4 m long 12
51 Polyster webbing slings 10 m long 10
52 5kV Portable insulation tester (Electronic) 1
53 Contact Wire Splicing Jig 1
54 Micro Meter 1
55 Metric Tape
a) 30 m. 3
b) 15 m. 3
56 Contact wire twist-cum-bender 6” 2
57 Motorized Earth Auger 1
58 Mains operated insulation tester 5 kV 1
59 Ladder Trolleys 4
60 Engineering Ratchet 2
61 Siren covering distance 1Km. Range 1
62 Tilly lamps 4
63 Barrel Pump 1
64 Chain pulley block 3.0 ton cap. 1
65 Pulley single sleeve 3.0 ton cap. 2
159
66 Portable electric blower 1
67 Portable electric grinder 1
68 Portable electric drilling machine 13mm 1
69 Crimping tool upto 6mm2 size 2
70 Aluminium step ladder 8' height 2
71 Aluminium step ladder with hook on top 8' 2
72 Aluminium step ladder 16' 1
73 Mobile Aluminium step ladder 36' 1
74 Magic pole ladder 8' 2
75 Drop out fuse pull rod 2
76 1/2" square drive socket set containing 19 sockets with 6 attachment 3
77 Acidity testing kit 1
78 Digital Megger 5KV 4
Pocket size clip on tong tester (0 - 5A/25A )
79 1
(0 - 150V/300V/600V )
80 A.C. Voltmeter 0-150 V 1
81 A.C. Voltmeter 0-500 V 1
82 Digital time interval meter 15-1000 seconds 1
83 Insulation tester 2.5 KV 4
84 Earth Tester 2
85 Megger 500V 5
86 Oil Testing kit 1
87 125 Ltr. Cap. Oil filtration plant 2
88 Insulation tester 250 V 1
89 Multimeter 3
90 Auto transformer 2A Capacity 1
91 Load cell tester 1
92 Cycle pump 1
93 Digital Megger 2500V 3
94 Dynamometer (3500 Kg. x 20 Kg.) 300 mm dia 1
95 High Resolution Binoculars 2
96 Digital Vernier callipers 2
97 Walkie Talkie set 6
98 Emergency Telephone 11
99 33kV Hand Gloves (pair) 15
100 Earth Resistance tester clamp type (suitable for 8x75 mm flat) 3
101 Contact resistance meter 1
102 Portable Tan Delta tester 2
103 Digital Timer 1
104 Thermal Imaging Camera for checking PSI connectors 3
105 Digital camera 2
106 OLIVIR G for current collection test 2
107 Fiber ladder 11 mtr 4
108 Fiber ladder 8 mtr 4
160
109 Portable High voltage tester up to 95kV 1
110 Rechargeable heavy Duty LED Torch 4
111 Power driven Tree Cutting machine 2
112 Telescope tree pruner 2
113 Contact wire kink remover(Manual) 2
114 Insulator Tensile Testing Machine as per RDSO specification 1
115 Insulator Replacement Jig 2
116 Cantilever Replacement Tool 2
117 Digital relay testing kit 1
118 DGA testing machine 1
Stainless steel Oil sampling Bottle with stop cock at both ends for DGA
119 4
testing of Transformer
120 Clamp meter for current measurement 2
121 Cable fault detector 2
122 Crimping tool for TSS cable 2
123 Digital LCR meter 2
124 Battery operated time interval meter 1
125 CT excitation, ration and polarity tester 1
Industrial type suitable jacket for technicians for carrying different tools
126 15
(All staff)
Primary current Injection Test set, 230V, AC, single phase, capacity 0-
127 1
2000A
128 Hydraulic Spanner set 3
129 Oil BDV Tester uo to 100kV 1
130 Hot air gun for heating Silica Gel (portable) 1
131 Capacitance Meter 1
132 Leakage Current Detector 1
133 Laser Type Contactless Thermometer 7
134 Secondary Injection kit (0-100 amp) 1
135 Conductivity meter for measuring pollution level 1
25 kV insulated telescope rods for clearing foreign materials (kites,
136 2
strings, crow nest etc.) for OHE
137 Portable Metal cutting machine 2
138 Portable rotary Hammer 2
139 ATD bearing remover/fitment tool 2
140 Rail hole drilling machine for fitting bonds 2
141 Bender cum twister for MS Flat bonds 2
142 Hudraulic crimping tools 1
143 Laser based distance measurer 2
144 Portable power drilling machine 2
145 Portable welding machine 1
146 Digital sprit level 2
147 Computer 3
148 Black and white Printer 2
161
149 Colour printer 1
150 Laptop with latest configuration 1
151 Demolition hammer for reclaiming mast 0
152 Copper hammer 1
153 Bench vise 6'' 2
Portable Welding-cum-cutting Set (Gas Range Cutting 1-100 mm.
154 Welding 0.5 to 30 mm (Complete with Oxygen and Acetylene Cylinder, 1
Trolley, Helmet etc.).
155 Chairs with hands 5
156 Chair without hands 9
157 Supervisors Tables 3
158 Ministerial staff tables 4
159 Steel Almirah 6
160 File racks 4
161 Stools 10
162 18 Pigeon holes lockers 4
163 Steel trays 12
164 Waste paper boxes 8
165 Officer Table 1
166 Drawing Cabinets 1
167 Steel book case 2

162
3.18 Signalling system (for electrification works)- -DELETED-
3.19 Telecommunication (for electrification works)- -DELETED-
3.20 Civil works (for electrification works)- DELETED
3.21 Inspection of Material, Watch and ward and Released Material:

3.21.1 Inspecting Authority:

The Inspecting authority for the work shall be RDSO/RITES/Railway’s

representative as applicable All materials to be used for installation shall be
subject to inspection by RDSO / RITES / Railway’s representative at the
manufacturer’s premises. For this purpose the Contractor shall give sufficient notice
of time to RDSO / RITES / Railway’s representative when the material is ready for
testing / inspection. All facilities as may be necessary shall be provided for carrying
out the tests.

3.21.2 Acceptance or Rejection of Material:

Whether a product has or has not been accepted at the point of manufacture, if, upon
arrival at destination, it does not meet the requirements of the specification, it may be
rejected and the Contractor shall undertake disposal of the rejected products and shall
bear all charges.

3.21.3 Inspection Charges:

The inspection charges for the inspection service shall be borne by the Contractor.

3.21.4 Watch and ward:

Watch & ward and security of the assets constructed shall be responsibility of
Contractor till the time of taking over of the assets by Railways. The Contractor shall
deploy adequate resources for this purpose at the various assets /sites.

3.21.5 Released Material

The released railway material shall be property of railway and shall be deposited by
the contractor at specified destination/ nominated railway premises including
transportation etc..

163
 SCHEDULE - C
(See Clause 2.1)
PROJECT FACILITIES

1 Project Facilities

The Contractor shall construct the Project Facilities in accordance with the provisions of
this Agreement. Such Project Facilities shall include:

Railway electrification

a) Camp office for authority

2.Description of Project Facilities
Each of the Project Facilities is described below:
SN Project Location Design Other essential
Facility Requirements details
1 Camp Office At Ambaji (24 month) & Camp office
Bari Sadari
(3 BHK) (24 month). with required
fully furnished
with
documents
storage,
internet
facility,
Computer,
Printer, large
table for study
of drawing
and
other
accessories. It
include all cost
of electric,
water &
cleaning for
camp office
Note: Camp office to be provided as per instruction of Authority engineer.
Railway will not provide any separate land for camp office.
2 Description of Project Facilities

2.1 Electricity Supply

Provision of Power Supply arrangement for the site/camp office shall be arranged
by the contractor at his own cost from local electricity Supply Authority or suitable
DG set for Power Backup.

164
 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:

2.1

Sl. No. Description

1 Indian Railway Code, for the Engineering Department
2 Indian Railway Permanent Way Manual
3 Indian Railway Works Manual
4 Rules for the opening of a Railway for the Public Carriage of passengers
5 Genaral & Subsidiary Rules, Pt.- I & II
6 Schedule of Dimensions
7 Manual of Instruction of fabrication, installation and maintenance of glued insulated
rail joint
8 Code of practice for Flash Butt Welding of rails
9 Code of practice for welding of rail joints by Alumino Thermit Process
10 Indian Railway Bridge Manual
11 IRS Concrete Bridge Code
12 IRS Code of practice for The design of substructures and foundation of bridges
13 Bridge Rule 1964
14 IRS Specification (IRS B-1 and BS-110), BS -111
15 IS:1786-1985, Specification for high strength deformed steel bars and wires for
concrete reinforcement
16 IS:875 (Part 1 to 5) Code of Practise for Wind loads
17 IS:456-2000, Plain and reinforced concrete code of practice
18 IS:383-1970, Specification for coarse & fine aggregates for concrete
19 IS:269-1989, Ordinary Portland Cement 33 grade specification
20 IS:8112-1989, 43 Grade Ordinary Portland Cement
21 IS:12269-1987, Specification for 53 Grade Ordinary Portland Cement
22 IS:516-1959, Method of testing for strength of cement
23 IS:1383-1980, Code of practice for prestressed concrete

165
24 IS:1948-1970, Classification & Identification of soils for general engineering
purposes
25 IS: 226 or IS: 2062 (2011) (GR-A) “Hot Rolled Medium and High Tensile
Structural steel”.
26 Comprehensive guidelines and Specifications for Railway Formation specification
No. RDSO/2020/GE: IRS-0004, Sept.-2020
27 IRS: Code of practice for plain, reinforced & prestressed concrete for General
Bridge Construction
28 RDSO Station Manual on Indian Railway
29 IS:800-1984, Code of practice for General construction in Steel
30 USFD Manual
31 Codes, Indian Railways Standard for Bridges, structures and other subjects
32 Signal Engineering Manual Part-I
33 Signal Engineering Manual Part-II
34 ACTM Volume - I & II
35 Indian Railway Electricity Rules
36 Indian Railway Standard Code of Practice For The Design of Steel or Wrought Iron
Bridges Carrying Rail, Road or Pedestrian Traffic (Steel Bridge Code) Adopted –
1941 with latest correction slips
37 IS:808 Dimensions for hot rolled steel, Beam, Column and channel Section.
38 IS: 813 (1986) or its latest version “Scheme of Indian standard of symbols for
welding”
39 IS: 802 (1995) or its latest version “Use of structural steel in overhead transmission
line towers – code of practice”.
40 EN: 50119 “Fixed installation-Electric Traction Overhead Contact lines”.
41 IS: 1080 latest version “Code of practice for design and construction of shallow
foundation”.
42 IS: 2720 latest version “Method of test of Soil”.
43 IS: 2911 latest version “Design and construction of pile foundations — code of
practice”.
45 IS: 1904 latest version “Code of practice for design and construction of foundation
requirement”.
46 IS: 6403 latest version “Code for determination of bearing capacity of soil”.
47 IS: 4091 (2011) “Code Of Practice for Design and Construction of Foundations for
Transmission Line Towers and Poles”.
48 TI/IN/0035 “Instruction for testing of OHE structure’s foundation” issued by
RDSO.
49 Design Manual For Electric Traction Vol.-III Traction Over Head Equipment
(RITES).
RDSO Instruction No. TI/IN/0043 Rev.0 with latest amendments- PSI guideline for
50 2 x 25 KV system

166
2.2 Galvanization of all steel outdoor works

Steel structure for outdoor, TSS, SSP, AT (if any), SP and those required for support of
Over head equipments, all small part steelworks (SPS) shall be hot deep galvanized as
per RDOS’s specifications no. ETI/OHE/13 (4/84) A&C-4 i.e. minimum coating of zinc
shall be 610 gm/m2 except for marine and chemically polluted area. The polluted area
shall be identified as a result of pollution mapping by the contractors and approved by
engineers, where zinc coating shall be 1000 gm/m2.

2.3 The RDSO Guideline/Specifications/Drawings applicable for 2x25kV(differing

from existing 25 KV system) system are as under:

SN DESCRIPTION Drawing/Specification
A PSI
1. 132kV , 1250A Triple Pole Isolator (with earth TI/SPC/PSI/
blade) ISOLTR/0210(06/21) or
latest
2. 132kV , 1250A Triple Pole Isolator (For Bus TI/SPC/PSI/
Coupling) ISOLTR/0210(06/21) or
latest
3. 132kV , 1250A Triple Pole Isolator (without earth TI/SPC/PSI/ ISOLTR/0210
blade) (06/21) or latest
4. 50kV Double Pole Manual Isolator (2000A) TI/SPC/PSI/ISOLTR/
0210(06/21) or latest
5. 25kV Double Pole Manual Isolator (2000A) TI/SPC/PSI/ISOLTR/
0210(06/21) or latest
6. 25 kV Double Pole Motorised isolator (2000A) TI/SPC/PSI/ ISOLTR/0210
(06/21) or latest
7. 25kV Single Pole Manual Isolator (2000A) TI/SPC/PSI/ISOLTR/
0210(06/21) or latest
8. 132kV SF6 Circuit Breaker (Triple Pole) TI/SPC/PSI/HVCB/ 0121
(05/21) with A&C slip no. 01 or
latest
9. 50kV Double pole SF6 Breaker (2000A) TI/SPC/PSI/HVCB/ 0121
(05/21) with A&C slip no. 01 or
latest
10. 25kV Double Pole Vacuum Circuit Breaker (2000A) TI/SPC/PSI/LVCBIN/
0120(12/13) with A&C slip no.
01 or latest
11. 25kV Double Pole Vacuum Interrupter (2000A) TI/SPC/PSI/LVCBIN/
0120(12/13) with A&C slip no.
01 or latest

167
12. 132kV Current Transformer (accuracy class 0.2s) for To be procured as per the
ABT metering (Metering) specification/sources of
DISCOMs/Power utilities
13. 132kV (800-400/5) Current transformer TI/SPC/PSI/CT/0210(06/21)
(For Transformer Protection) or latest

14. 50kV Current Transformer (1500- 750/5) TI/SPC/PSI/CT/0210(06/21)

or latest
15. 25kV Current Transformer (1500- 750/5A) TI/SPC/PSI/CT/0210(06/21)

16. 25kV Current Transformer (200- 100/5A) (For TI/SPC/PSI/CT/0210(06/21)

compensation equipment) or latest

17. 132kV Potential Transformer (accuracy class 0.2) for To be procured as per the
ABT metering (Indication and Metering) specification/sources of
DISCOMs/Power utilities
18. 27.5kV/110V Potential Transformer (Type-II) TI/SPC/PSI/PT/0210(06/21)
(72.5kV Insulation Class) or latest

19. 27.5kV/110V Potential Transformer (Type-II) (52kV TI/SPC/PSI/

Insulation Class) PT/0210(06/21) or latest

20. 27.5kV/110V Potential Transformer (Type-I) (52kV TI/SPC/PSI/PT/0210(06/21)

Insulation Class) or latest

21. 60/84/100MVA, 132/2X25kV Single Phase Traction TI/SPC/PSI/TRNPWR/5200

Power Transformer with Bushing CTs (02/21) with A&C slip no. 01 or
latest
22. 12.3MVA Autotransformer (55/27.5kV) with TI/SPC/PSI/AUTOTR/1200
Bushing CTs (02/21) or latest

23. 8MVA Autotransformer (55/27.5kV) with Bushing TI/SPC/PSI/AUTOTR/1200

CTs (02/21) or latest

24. 50kVA, 25kV/240Volt LT supply ETI/PSI/15 (08/03) or latest

transformer

25. 10kVA, 25kV/240Volt LT supply ETI/PSI/15 (08/03) or latest

transformer

26. 120kV Lightening arrester (HV Side) ETI/PSI/137(08/89)with A&C

slip no. 01 to 07 or latest

168
27. 60kV Lightening arrester ETI/PSI/137(08/89)with A&C
slip no. 01 to 07 or latest

28. 42kV Lightening Arrester - on gantry with 25kv PI TI/SPC/PSI/MOGTLA/0101

(02/15) or latest

29. 132kV Support Insulator TI/SPC/OHE/POST/0100

(01/10) with A&C slip no.01. or
latest
30. 66kV Support Insulator TI/SPC/OHE/POST/0100
(01/10) with A&C slip no.01. or
latest
31. 50kV Support Insulator TI/SPC/OHE/POST/0100
(01/10) with A&C slip no.01. or
latest
32. 25kV Support Insulator TI/SPC/OHE/INS/0070
(04/07) with A&C slip no. 01 &
02 or latest
33. Shunt capacitor 2400kVAR at 25kV TI/SPC/PSI/FC&SR/0100
(01/10) or latest

34. Series Reactor for Low loss TI/SPC/PSI/FC&SR/0100

(01/10) or latest

35. 25kV Drop Out Fuse ETI/PSI/14(01/86) with A&C

slip no. 01 or latest

36. Low Tension Distribution Panel TI/SPC/PSI/LTDPNL/0210

(10/21) or latest

37. Lead Acid Batteries 110V, 250AH RDSO/PE/SPEC/TL / 0040

(Rev. ‘2’)-2021 or latest

38. 110 V Battery Charger TI/SPC/PSI/200-250/

CHGR/0210 (07/21) or latest

39. Lead Acid Batteries 110V, 150AH RDSO/PE/SPEC/TL / 0040

(Rev. ‘2’)-2021- or latest

40. 110 V Battery Charger TI/SPC/PSI/40-150/

CHGR/1210 (07/21) or latest

41. Control & Relay Panel, Incorporating Numerical TI/SPC/PSI/PROTCT/7101

Type Protective Relays given as under for TSS or latest

169
42. Control & Relay Panel, Incorporating Numerical TI/SPC/PSI/PROTCT/7101
Type Protective Relays given as under for Capacitor or latest
Bank
43. Control & Relay Panel, Incorporating Numerical TI/SPC/PSI/PROTCT/7101
Type Protective Relays given as under for SP or latest

44. Control & Relay Panel, Incorporating Numerical TI/SPC/PSI/PROTCT/7101

Type Protective Relays given as under for SSP or latest

45. Tee Connector to suit “BERSISMIS” ‘AAAC’ and TI/DRG/PSI/CONECT/

“BERSISMIS” ‘AAAC’ in 2X25 kV system RDSO/00053/21/0 or latest

46. Tee Connector to suit BULL ‘AAC’ conductor and TI/DRG/PSI/CONECT/

BULL ‘AAC’ conductor in 2X25 kV system RDSO/00054/21/0 or latest

47. Rigid connector on S.I. to suit BERSISMIS (36mm TI/DRG/PSI/CONECT/

Dia.) “AAAC” RDSO/00055/21/0 or latest
conductor in 2X25 kV system
48. Rigid connector on S.I. to suit BULL (38.25mm TI/DRG/PSI/CONECT/
Dia.) “AAC” conductor in 2X25 kV system. RDSO/00056/21/0 or latest

49. Flexible connector to suit 50MM O/D Al. Tube Bus TI/DRG/PSI/CONECT/
bar for Double Pole circuit breaker and LV side of RDSO/00057/21/0 or latest
Traction transformer in 2X25kV system
50. Rigid through connector to suit BERSIMIS (36mm TI/DRG/PSI/CONECT/
Dia) “AAAC” RDSO/00058/21/0 or latest
Conductor and SPIDER “AAC” conductor for 25 kV
PT type II. (T- Type)
51. Rigid through connector to suit BULL (38.25mm TI/DRG/PSI/CONECT/
Dia) “AAC” Conductor and SPIDER “AAC” RDSO/00059/21/0 or latest
conductor for 25 kV PT type II (T-Type)
52. Tee Connector to suit 50 O/D Al. Tube and TI/DRG/PSI/CONECT/
“BERSISMIS” ‘AAAC’ conductor in 2X25 kV RDSO/00060/21/0 or latest
system
53. Tee Connector to suit 50 O/D Al. Tube and BULL TI/DRG/PSI/CONECT/
‘AAC’ conductor in 2X25 kV system RDSO/00061/21/0 or latest
54. Typical Termination arrangement for strung bus TI/DRG/PSI/CONECT/
“BERSISMIS” (AAAC) conductor in 2X25 kV RDSO/00062/21/0 or latest
system
55. Typical Termination arrangement for strung bus TI/DRG/PSI/CONECT/
“BULL” (AAC) conductor in 2X25 kV system RDSO/00063/21/0 or latest

56. Flexible connector to suit BULL (38.25mm Dia.) TI/DRG/PSI/CONECT/

“AAC” Conductor for Double Pole circuit breaker RDSO/00064/21/0 or latest
and LV Side of traction transformer in 2X25kV
System
170
57. Bimetallic terminal Connector to suit ZEBRA ETI/PSI/P/11030 Mod. D or
(28.58mm Dia.) ACSR latest
conductor & AL/CU Pad of isolator/CT/CB or
50mm O/D Al tube and AL/CU Pad of
isolator/CT/CB
58. Typical layout of 132/2X25kV Traction Sub Station TI/DRG/PSI/AT/RDSO/
with Scott Connected Transformers (For Double 00009/20/1 Mod C or latest
Line section) with parallel to track.
59. Typical layout of 132/2X25kV Traction Sub Station TI/DRG/PSI/AT/RDSO/
with Scott Connected Transformers (For Double 00010/20/1 Mod C or latest
Line section) with perpendicular to track.
60. General arrangement of Sub Sectioning and TI/DRG/PSI/AT/
Paralleling Post (SSP) in 2X25kV ‘AT’ System (on RDSO/00015/20/01 Mod A
double line section) for Scott Connected Transformer or latest
TSS
61. General arrangement of Sectioning and Paralleling TI/DRG/PSI/AT/RDSO/
Post (SP) in 2X25kV ‘AT’ System (on double line 00016/20/01 Mod A or latest
section) for Scott Connected Transformer TSS
62. General arrangement of Sub Sectioning and TI/DRG/PSI/AT/RDSO/
Paralleling Post (SSP) in 2X25kV ‘AT’ System (on 00036/20/01 Mod A or latest
double line section) for V- Connected Transformer
TSS
63. General arrangement of Sectioning and Paralleling TI/DRG/PSI/AT/
Post (SP) in 2X25kV ‘AT’ System (on double line RDSO/00037/20/01 Mod A
section) for V- Connected Transformer TSS or latest
64. General arrangement for Boundary Sectioning and TI/DRG/PSI/AT/
Paralleling Post (SP) in 2X25kV ‘AT’ System (on RDSO/00021/20/01
double line section) for Scott connected Transformer Mod A or latest
TSS.
65. Typical schematic diagram of protection for TI/DRG/PSI/AT/RDSO/
132/2x25kV Traction sub-station with Scott- 00051/21/0 Mod A or latest
connected transformers
66. General scheme of supply for 2x25 kV, TI/DRG/PSI/SLD/RDSO/
50 Hz Scott connected traction 00045/21/0 or latest
transformer traction system
67. Typical layout of cable trench, foundation & cable TI/DRG/PSI/TRCSFD/RDSO/
schedule of 132/2x25 kV Traction Sub - Station with 00047/21/0 or latest
Scott connected transformers (for four line section)
with parallel to track
68. Typical layout of cable trench, foundation & cable TI/DRG/PSI/AT/RDSO/
schedule of Sectioning and Paralleling Post (SP) in 00052/21/0 or latest
2x25 kV AT System on Double line for Scott
Connected Transformer TSS.
69. Typical layout of Control room Building in 2X25kV TI/DRG/PSI/CR2X25/RDSO/
Traction Sub- Station. 0210 or latest

171
70. Typical layout of Control room TI/DRG/PSI/CR2X25/
Building in 2X25kV SP/SSP/AT Post. SPSSPATP/0210 or latest

71. Earthing PSI TI/SPC/PSI/ERTHNG/0210

or latest

72. RDSO letter no – TI/PSI/TSS/ Policy/17 Annexure-1,RDSO TI/IN/0043

dtd 13.10.2017 Rev-1

73. RDSO letter no – TI/PSI/TSS/ Annexure-2,RDSO TI/IN/0043

Policy/18/02 dtd 30.07.2018 Rev-1

74. RB letter no. – 2008/RE/170/1 dated 12.06.12 Annexure-3,RDSO TI/IN/0043

Rev-1

75. Typical return current connection to buried rail at ETI/PSI/0212-1 or latest

132/25 kV traction substation.

76. Typical general arrangement of earth screen wire ETI/PSI/0225 Mod C or latest
termination at Traction substation

77. General arrangement & terminal ETI/PSI/0227 Mod A or latest

connection for 25kV PT Type-II at TSS.

78. 25kv D.O. Fuse switch assembly ETI/PSI032 Mod D or latest

79. Typical fencing layout at traction Sub- station ETI/PSI/121 Mod F or latest
(Details of fencing panel, door, anticlimbing device
etc.)
80. Typical arrangement of an earth electrode ETI/PSI/222-1 or latest

81. Typical earthing, cable trench & ETI/PSI/224 Mod E or latest

foundation layout of 132/25kv TSS

82. Typical earthing arrangement for ETI/PSI/228 Mod A or latest

equipment/ structure at TSS

83. Typical earthing cable trench and foundation layout ETI/PSI/229 or latest
of 132/25kV traction sub-station with Shunt
Capacitor bay
84. Typical details of cable run at a two transformer TSS ETI/PSI/323 Mod E or latest

172
85. Part Plan for Details of position of feeder Bus ETI/PSI/SK/272 or latest
coupling interrupter at TSS

86. Typical layout for 25kv Shunt capacitor with series ETI/PSI/0223 or latest
reactor to be installed at 132/25kv TSS

87. Typical details of cable run at a two transformer TSS ETI/PSI/325 or latest
with Shunt Capacitor

88. Typical number plate for circuit breaker ETI/PSI/P/7523 or latest

89. Typical number plate for Auxiliary Transformer ETI/PSI/P/7525 or latest

90. Typical number plate for Power ETI/PSI/P/7526 or latest

transformer at TSS

91. Typical number plate for PT at TSS ETI/PSI/P/7527 Mod A or latest

92. Typical number plate for CT at TSS ETI/PSI/P/7528 Mod A or latest

93. Typical number plate for Isolators at TSS ETI/PSI/P/7529 Mod A or latest

94. Bimetallic terminal connector to suit 'ZEBRA' ETI/PSI/P/11010 Mod C or

ACSR conductor and 30 dia. Cu stud of latest
CT/CB/traction power transformer.
95. 220kV system bimetallic terminal connector to suit ETI/PSI/P/11030 Mod D or
'ZEBRA' (28.58 Dia.) ACSR conductor &Al./Cu. latest
pad of Isolator /CT/CB.
96. 220kV system tee connector to suit 'ZEBRA' (28.58 ETI/PSI/P/11040 Mod C or
dia.) ACSR conductor on both ways. latest

97. 220kV system rigid connector on SI to suit ZEBRA ETI/PSI/P/11050 Mod C or

(28.58 dia.) ACSR latest
conductor
98. Details of expansion type terminal connector to suit ETI/PSI/P/11060 sh. 2 of 2 Mod
50 dia. Al. tubular busbar to terminal pad of 25kv E or latest
CT/ Isolator/ CB and Interrupter
99. Detail of rigid type bimetallic terminal ETI/PSI/P/11070 Mod B or
connector suitable for 50 dia. Al. tubular busbar to latest
30 dia. Cu. Stud of 25kV CT

173
100. Rigid bimetallic terminal connector suitable for 50 ETI/PSI/P/11090 Mod C or
dia. Al. tubular busbar to terminal pad of 25kv latest
Isolator/ CT
101. Rigid through connector to suit 50 dia. Al. Tubular ETI/PSI/P/11110 Mod C or
bus bar and ‘SPIDER’ AAC conductor for 25kv PT latest
Type-II
102. Details of Rigid terminal connector suitable for 20 ETI/PSI/P/11120 Mod C or
dia. Al. Conductor to terminal pad of 25kv PT Type I latest
& II
103. 25 K.V system Tee connector to suit 50. O/D AL. ETI/PSI/P/11150 Mod B or
tubular busbar to 50. O/D AL. tubular busbar latest

104. 25Kv System Rigid bus splice connector to suit50 ETI/PSI/P/11180 Mod C or
O/D Al. tube on both ways latest

105. 25 kV System Sliding clamp for 50mm O/D ETI/PSI/P/11190 Mod C or

Aluminium Bus bar latest

106. 25Kv System Rigid connector on S.I to suit 50mm ETI/PSI/P/11200 Mod C or
O/D Al. Bus bar latest

107. 25kv system expansion bus coupler on SI to suit 50 ETI/PSI/P/11210 Mod D or

O/D Al. tube. latest

108. Typical fencing, door and anticlimbing device details CORE/ALD/PSI/01 Mod D or
of traction sub-station latest

109. 25 kV drop out fuse switch details ETI/PSI/038 Mod B or latest

110. Operating pole for 25kV drop out fuse switch ETI/PSI/039 Mod B or latest

111. Scheme of locking /Interlocking arrangement of 132 ETI/PSI/5212 Mod B or latest

kV Isolator at Traction Sub-Station.

112. Flexible connector for 25 kV circuit breaker 25kV ETI/PSI/P/6570 Mod F or latest
Interrupter & 25 kV side of 13.5/20 MVA traction
transformer.
113. Scheme of Interlocking arrangement for 25kVcircuit ETI/PSI 5214 Mod B or latest
breakers at Traction Sub-Station

114. Expansion type terminal connector for 25 kV,60mm ETI/PSI/P/11220 Mod D or

dia. terminal for traction power Transformer. latest

174
 115. Typical layout of remote control cubicle ETI/PSI/0010 Mod E or latest
at switching stations.

116. Schematic inter connection diagram for remote ETI/PSI/644 Mod C or latest
control of power gear & supervision equipments at
TSS.
117. Schematic inter connection diagram for remote ETI/PSI/645 Mod C or latest
control of power gear and supervision equipments at
controlled station (SP & SSP).
118. Control desk arrangement for 2 work stations of ETI/PSI/SK/337 or latest
SCADA system.

119. Setting up earthing station at switching posts (SSP &

SP) with conventional earthing as per Special
Maintenance No. TI/SMI/0032 Rev-2.
C SCADA

1. SCADA system TI.SPC/RCC/SCADA/0134 or

latest

Note : The above list is indicative other RDSO/CORE drawing may also be referred
2.4. List of Guidelines:
2.4.1 RDSO Instruction No. TI/IN/0043 Rev.1 with latest amendments- PSI guidelines for
increasing speed potential to 160KMPH in connection with NDLS-HWH & NDLS-BCT Routes
and Schematic diagrams for TSS, SP & SSPs issued by RDSO for 2 lines section.
2.4.2 Railway board guidelines for illumination level as per letter no- 2004/Elect G /109/1 dated
18.05.2007

2.5 Procurement of Items:

2.5.1 All the item to be utilized in 2x25 Traction system as per the specification available in
RDSO/CORE approved Source / Supplier.
2.5.2. 2x25 kV Traction system project procurement of items shall be done as part of EPC contracts
as complete package, with performance guarantee, against key performance indicators (KPIs) with
provision of defect liability and maintenance clauses built in. The EPC contractor shall procure the
items from RDSO approved/developmental vendors (wherever applicable) duly follow existing
guidelines of RDSO and Railway board.
2.5.3 The existing RDSO policy of vendor development in works contract:wherever sources
have been approved and developmental, ordering on developmental sources shall be
limited upto 20% of the total quantity. The balance quantity thus has to be procured from
approved sources.
2.5.4 Status of vendor to be taken as on tender opening date: The status of the vendor (i.e.
approved or developmental vendor) shall be reckoned as on the date of tender opening and
not thereafter.

175
2.5.5
The above guidelines should be strictly followed by the Railway contractors, who are
directly buying material through RDSO Approved/Developmental firms while executing
EPC projects.
APPROVED VENDORS:

(i) For all the items to be utilised in 2x25 Power Supply system as per the Specification
available in RDSO/CORE approved Sources / Suppliers.

(ii) Bidder shall quote maximum No load losses (I) and maximum Load losses (C) for
proposed transformers and Auto transformers to be designed & supplied as per RDSO
specifications, for capitalization of the transformer losses for evaluation of inter-se-
ranking of their bids. The relevant particulars of the parameters based on RDSO
specification of Transformers/Autotransformers are under which must be ensured by the
supplying firm at the time of the supply.

3 Latest Version :
Latest version of the Manuals, Specifications and Standards including the amendments
notified/published by the Base Date shall be considered applicable.
4 Terms used in Manuals
The terms ‘Inspector’, ‘AEE’, ‘DE’ 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.
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

176
 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.

CROSS ACCEPTANCE CRITERIA will be applicable as per RDSO INSTRUCTION

No. TI/IN/0044 Rev.00 (Copy enclosed).
7. Wayside Signs:

The Contractor shall design and install the Wayside Signs in accordance with the
requirements as specified in relevant IRS Codes and Manuals. The list of the Wayside
Signs indicated herein below and in the Reference Drawings is not exhaustive and the
Contractor shall provide all the Wayside Signs as per the IRS Codes and Manuals as
applicable. Details of these signs shall be developed and submitted to the Authority’s
Engineer as part of the Technical Design for consent. The Contractor shall take into
account the visibility of the signs (in particular by the locomotive drivers); their stability
(support post and foundations); durability and maintenance aspects. Design of reflective-
type signs, incorporating clear numerals, located on non-corrosive supports, with parallel
and perpendicular to the track as indicated in the Reference Drawings shall be developed
in accordance with the requirements of relevant IRS Codes and Manuals.

8. TSS/SP/SSP Name Board:

TSS/SP/SSPName Boards (which shall be provided at TSS/SP/SSP Building) on which
the name of the TSS/SP/SSP shall be embossed onto a metal plate, or similar shall be
placed atthe main Entrance Gate/fencing of TSS/SP/SSP and shall comprise a metal
plate, a metal frame supported on steel posts, or similar as indicated in the Reference
Drawings. The Name shall be written in English and Hindi.

177
 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) Specifications of Works of concerned zonal railway
(e) Earthwork in formation should conform to Guidelines issued by RDSO.
(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
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.
d) All latest Technical Advisory note/ guidelines issued by RDSO and
Railway Board.
e) NWR/RDSO/Railway Board technical circulars/ Specifications/ instructions.
f) If RDSO approved vender is available for a material, then materials
to be procured from RDSO approved firms with RDSO specification
g) CEA Regulations.
h) Design Manual for Electric Traction Vol.-III Traction Over Head
Equipment (RITES).
i)Any other EN, IEC, IEEE, UIC guideline relevant to Railway Electrification.

2 Deviations from the Specifications and Standards-

Normally deviations from the standard drawings of the purchaser will not be
accepted. However in exceptional cases where the contractor desires to suggest
improvements as a results of his experience or other development, he shall justify his
proposals with supporting explanatory notes.
In cases of Contractor wish to deviate from standard drawings he should submit to the
purchaser revised drawings with full details of deviation sought explaining the
necessity of deviation, calculations and other supporting documents. The Purchaser, If
satisfy about the necessity and adequacy of deviations, shall refer the matter to RDSO
for necessary approval. In case of deviations on working drawings, decision shall be
communicated by the Purchaser to the Contractor.

178
In case of deviations from standard designs and drawings, copies of correspondence
and drawings shall be sent in duplicate to the Dy. Chief Electrical Engineer
(Construction-1), NW Railway Construction office, Jaipur or his successor/nominee.
In the particular case of deviations in the design of fittings, the drawings submitted by
the Contractor shall be actual manufacturing drawings complete with tolerances and
full specifications of the materials used. In addition, four samples of the drawings are
approved
3 Latest version Latest version of the Manuals, Specifications and Standards
including the amendments notified/published by the Base Month shall be
considered applicable.

3. Capitalisation of Transformer losses :

Bidder shall quote maximum No load losses (I) and maximum Load losses (C) for proposed
transformers and Auto transformers to be designed & supplied as per RDSO specifications ,
for capitalization of the transformer losses for evaluation of inter-se- ranking of their bids.
The relevant particulars of the parameters based on RDSO specification of
Transformers/Autotransformers are under which must be ensured by the supplying firm at the
time of the supply.

179
 Annex - II
(Schedule-D)
(See Clause 10.2.7(c))

Time Schedule for Review of Drawings by the Authority for electrification works:
Drawings for 2 x 25 KV system
Authority’s
Sl. Prepa- Review by Open Line/
Item Review with
No. ration RDSO
time limit
1. Final Layout Plan based Contractor CEE(C) (21 NIL
on Pegging Plan supplied days)
by Railway
2. Other design and drawings Contractor CEE(C) (21 NIL
where there is any days))
deviation from RDSO
standards
3. All PSI Drawings/Designs Contractor CEE(C) (21 NIL
for TSS/SP/SSP days)
4. Relay setting calculation Contractor CEE(C) (21 Sr DEE (TRD) of
of TSS days) concerned Division. (
Review to be returned
to Concerned
Dy.CEE(C) within 14
days)
5. Bonding Plan of PSI Area Contractor CEE(C) (28 Sr DEE(TRD) of
days) concerned Division (
Review and return
within 7 days to
Dy.CEE(C)
6. All other drawings not Contractor 21 days where As per the case.
mentioned above, where CEE(C) is
mandatory review by approving
Railway is necessary to Authority. 45
comply with provision of days where
Manuals/Codes. approval has to
be taken from
Open Line
Railway.

NOTE: All other drawings/designs which are not mentioned herein will fall under the
review of Authority Engineer ( Dy. CEE as the case may be) and the time limit thereof
will be as per the terms and conditions mentioned in the Contract Document.

180
 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.

181
 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

[FA&CAO/S&C/NWR/JP],
…….., ... [Railway],

…………………
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 new railway line
between ……..-…….. in the ……..…….. 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 for due and
faithful performance of its obligations, under and in accordance with the Agreement,
during the {Construction Period/ Defects Liability 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}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 Bank. The Bank further agrees that the
Authority shall be the sole judge as to whether the Contractor is in default in due and
182
 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.

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

183
 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.

184
 Annex – II
(Schedule - F)
(See Clause 7.5.3)
Form of Guarantee for Withdrawal of Retention Money
[FA&CAO/S&C/NWR/JP,

……………….]

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 construction of the
new railway line between ****-**** in the **** Railway zone 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 [*** in
the ***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 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

185
 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
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.
186
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.

187
 Annex – III
(Schedule - F)
(See Clause 17.2)
Form of Guarantee for Advance Payment

[***],
[***]Railway,

[New Delhi – 110001].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 construction of the new
railway line between ***in the ***Railway zone 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.

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 [***in the
***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
188
 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.

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.

189
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 Bank as well
as of issuing branch should be mentioned on the covering letter of issuing branch.

190
 SCHEDULE - G
(See Clauses10.1.4 and 17.3)
Contract Price Weightages
1.1 The Contract Price for this Agreement is Rs. 211.86 Cr. [It is assigned for different components of the Railway Project as
follows:]
For Railway ElectrificationWorks
Electrification works 100 % of the Contract Price
Signalling modification works 0 % of the Contract Price
Telecom modification works 0 % of the Contract Price
Civil works 0 % of the Contract Price

1.2 Proportions of the Contract Price for different stages of Construction of the Railway Project shall be as specified below:

Item Weightage in Stage for Payment Percentage Payment Procedure

percentage to weightage
the Contract
Price]
1.Overhead DELETED
Equipment Work
2.Switching Posts [24.48%] 2.1Design,Submission & approval of [10.40%] Payment for each stage shall be made
drawings, Completion of equipment after completion of all the SWS work
foundations Civil work of SWS like measured in number of SWS on pro
(Foundation, Fencing etc.) rata basis with reference to the total
2.2 Completion of all supply and [36.15%] SWS for the Railway Project.
erection works of SWS except
supplyand erection of
AutoTransformers. [42.57%]
2.3Supply and erection of Auto-
t ransformers. [10.88%]
2.4 Commissioning and charging at 25

191
 KV.

Total 100%
3. Booster Transformer -DELETED-
and Return Conductor
4.Auxiliary Transformer -DELETED-
Stations
5.Traction Sub- Station [68.72%] 5.1 Design,Submission & approval of [2.62%] Payment for each stage shall be made
(TSS) drawings, Completion of after completion of all the TSS work
equipment foundations Civil work measured in number of TSS on pro
of TSS like (Foundation, Fencing rata basis with reference to the total
etc.) TSS for the Railway Project
5.2 Completion of all supply and [27.84%]
erection works of TSS except
supply and erection of
Transformers.
5.3Supply and erection of Traction [59.41%]
Transformers.
5.4Completion and Commissioning of [10.13%]
TSS and charging at 25 KV.
Total 100%
6.High voltage -DELETED-
Transmission Line
Overhead from grid sub-
station to TSS

192
7.Underground High -DELETED-
Tension Cable
Transmission Line
8.Bay Augmentation -DELETED-
work at Grid Sub-
Station/Terminal
Arrangement at TSS
9.SCADA [4.33%] 9.1Supply and erection of SCADA at [56.89%] Payment shall be made after
remote control centre at division completion of the work of each stage.
9.2 Supply and erection of remote [7.63%]
terminal units at switching post/
TSS.
9.3Commissioning of SCADA per [25.48%]
Switching post/TSS
9.4Final commissioning of SCADA [10.00%]
System for the division
Total 100%
10.Various electrical -DELETED-
general services works
11. Modification of HT -DELETED-
power lines and crossings
(raising of height)
12. Modification of -DELETED-
HT power lines and
crossings (replacement
by UG cabling)
13. Modification of LT -DELETED-
power lines and crossings
(replacement by UG
cabling

193
14 Extension of LT power -DELETED-
supply for CLS Work

15Extension/ -DELETED-
Augmentation of general
power supply
16Modifications of -DELETED-
existing electrical works
17 Inventory electrical [2.47 %] 17.1 Supply of tools,equipment, [100 %] 17.1 Payment shall be made on
Materials for supply to stores. completion of the supply of the entire
inventory items.
Total 100%
18.Signalling System -DELETED-
Modification
19.Signalling -DELETED-
Inventory
20.Integrated testing and -DELETED-
commissioning of
Signalling works
21. Telecommunications -DELETED-
modifications
22.Telecommunication -DELETED-
inventory
23. Integrated testing and -DELETED-
commissioning of
Telecommunication
works
24.Civil Engineering -DELETED-
works

194
195
 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.

196
 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. Electrical Engineering (Traction):

(a) Schematic Diagram of the Traction substation ( TSS)

(b) General arrangement of the Traction substation for (2 x 25 KV) system single
transformer and the double transformer with incoming as 220 KV or 132 KV 3 phase.
(These substations will be remotely controlled and operated)
(c) Schematic Diagram for SP/SSP.
(d) General arrangement of SP (Sectioning & paralleling Post) with the autotransformer.
(These substations will be remotely controlled and operated)
(e) General arrangement of the SSP (Sub sectioning & paralleling post) with the
autotransformer. (These substations will be remotely controlled and operated)
(f) Power supply arrangement for (2 X 25 KV) AT system and Sectioning drawing for the
traction arrangement.
(g) Power supply arrangement for the signals at the stations (Auxiliary transformer and the
arrangement of 230 volt supply)
(h) Typical layout of the control room at the Traction substation(TSS) ,SP and SSP.
(i) Typical layout of the remote control centre.
(j) Earthing arrangement at the TSS, SP and SSP.
(k) Typical arrangement of the regulated OHE for (2 X 25 KV) system with the feeder
arrangement.
(l) Power supply arrangement with IR at interface point.
(m) All structural drawing of service/control building for TSS/SP/SSP
(n) Detailed Structural layout drawing along with foundation of TSS/SP/SSP.
(o) Small part steelwork fabrications- galvanised small part steelwork (SPS) assemblies
required to support OHE, some of which may be special structural assemblies.
(p) Foundation layout of structures and Equipment including transformer.
(q) General arrangement drawing and details of fencing panel and gate for TSS/ SP/SSP.
(r) Equipment Layout.
(s) Cable trenches.
(t) Cross section drawing,
(u) Drainage of TSS yard including that for cable trenches (control and containment of oil
spills should be kept in view during design of the transformer bay.
(v) Drawing for Baffle wall and oil sump pit.
(w) Protection system scheme, proposed relay setting calculation.
(x) Earth resistivity measurement data.
(y) Earthing grid lay out including equipment earthing alongwith the calculation of safe
touch and potential.
(z) Cross feeder connection to OHE from TSS/SP/SSP.
(aa) Structure Drawings and foundation drawing of Structures, Equipment like Masts,
Gantries, Transformers, Autotranfomers etc for 2x25 KV feeding system.
197
 (bb) Fencing lay out., cable run lay out, trench lay out.
(cc) Bus bar support.
(dd) Battery and battery charger details.
(ee) Earth screen wire.

Note : (i) The above drawing lists is not exhaustive any other drawing required will be
supplied by Contractor.
(ii) Structure Drawing for TSS, SP and SSP shall be designed by Contractor (selected
bidder) for approval of Railway

198
 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.

2 Project Milestone-I

2.1 Project Milestone-I shall occur on the date falling on the 120th (One hundred Twenthyth) day
from the Appointed Date (the “Project Milestone-I”).

2.2 Prior to the occurrence of Project Milestone-I, the Contractor shall have commenced
construction of the Railway Project and submitted to the Authority duly and validly prepared
Stage Payment Statements for an amount not less than 10% (ten per cent) of the Contract Price.

3 Project Milestone-II

3.1 Project Milestone-II shall occur on the date falling on the 240th (Two hundred Fourthyth) day
from the Appointed Date (the “Project Milestone-II”).

3.2 Prior to the occurrence of Project Milestone-II, 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 35% (thirty five per cent) of the Contract
Price.

4 Project Milestone-III

4.1 Project Milestone-III shall occur on the date falling on the 360th (Three hundred sixtyth) day
from the Appointed Date (the “Project Milestone-III”).

4.2 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 70% (seventy per cent) of the Contract
Price.

5 Scheduled Completion Date

5.1 The Scheduled Completion Date shall be the 455th (Four hundred and Fifty fifth) day from
the Appointed Date.

5.2 On or before the Scheduled Completion Date, the Contractor shall have completed construction
in accordance with this Agreement.

6 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

199
this Agreement, the Project Completion Schedule shall be deemed to have been amended
accordingly.

200
 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 as prescribed in various
Specifications/ Standards.

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) is required before opening of track in terms
of Chapter XIII of Indian Railway Permanent Way Manual.

2.4 Riding quality of track and recording of various track parameters on electronic track recording
car will be arranged and run by the Authority. This run will be scheduled after the floating
parameters recorded are found to be within acceptable limits. The TGI value of this trial run
shall be more than (specify value).

2.5 Tests for bridges: All major and minor bridges shall be subjected to the tests as prescribed in
Specifications and Standardsin Schedule D.

2.6 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.

201
2.7 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.

2.8 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

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.
The quality and integrity of the installation remains complete responsibility of the respective
contractor who should coordinate with OEMs for for quality and integrity of the installation. The
contractor must provide an OEM certificate and Pre-Commissioning Checklist regarding this
before commissioning of any installation, any deficiency pointed out later, shall be done free of
cost by OEM, this shall be confirmed by OEM before commissioning and insured by the
contractor.

202
 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”),
for construction of the ........ section (km ....to km ...) in the State of ........in ........-........ Railway
(the “Railway Project”) on Engineering, Procurement andConstruction (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 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)

203
 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”), for construction of
the ........section (km ........ to km ........) of ……………………in the State of ........ in ........-........
Railway (the “Railway Project”) on Engineering, Procurement and Construction (EPC) basis through
…………………. (Name of Contractor), hereby certify that the Tests in accordance withArticle 12 of
the Agreement have been successfully undertaken to determine compliance of the Railway Projectwith
the provisions of the Agreement,and the authorisation by the Commissioner for Railway Safety under
Applicable Laws has been obtained.

2 It is certified that, in terms of the aforesaid Agreement, all works forming part of Railway
Projecthave been completed, and the Railway Projectis 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)

204
 SCHEDULE - L
(See Clause 16.1.1)

SELECTION OF AUTHORITY ENGINEER

1 Selection of Authority Engineer

Authority shall appoint a railway engineer/ Project Management Services (PMS) Agency, 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 Services (PMS) Agency shall be appointed as Authority Engineer. Authority
shall notify the contractor in writing of the appointment and identity of the Authority Engineer
and of any replacement 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.

205
 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 Blockto 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 for a sum exceeding Rs.5,000,000/- (Rupees fifty
lakh).

206
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.

207
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
respective Manuals/Specification 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.
208
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.

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.

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

209
 comments of the Authority’sEngineer thereon, shall be furnished by the Authority’sEngineer 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.

210
 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
(i) Any amount towards deduction of taxes at source under Applicable Laws.
(ii) 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

2. Contractor’s claim for Damages

Note: The Contractor shall submit its claims in a form acceptable to the Authority.

___

211
 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: Rs. [................. ]
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.

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.

212
 SCHEDULE - O
(See Clauses 4.6 & 4.7)
Provisionof Traffic Blocks and Power Blocks

1. Provision of Traffic Blocks Power Blocks and Disconnections

1.1 The authority shall provide Power Blocks during day or night, as the case may be, to enable the
Contractor to execute the construction works of Power Supply Installation, or such other work
as may be determined by the Authority Engineer. The maximum aggregate duration of blocks
for the Railway Project shall be

(i) Total Block ( power block) of 70 (Seventy) Hrs. for OHE connection of new TSS and
Switcing Posts (2 x 25 KV) on ABR-TRAH section of Ajmer -Division.

(ii) Total Block ( Power block) of 50 (Fifty) Hrs. for OHE connection of new TSS and
Switcing Posts (2 x 25 KV) on NMH-BI section of Ajmer –Division.

(iii) Total Block ( Power block) of 70 (Seventy) Hrs for OHE connection of new TSS and
Switcing Posts (2 x 25 KV) on NDT-DOHM section of Ajmer –Division.

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
10000/.(Ten Thousands only) per hour or part thereof for the exceeded Block periods.

1.3 The Contractor executing the works adjacent to the existing Railway track will take care for
avoiding any damage or cutting to the Signal & Telecommunication (S&T) cables during the
work. However, if any damage occurs during execution of work, penalty to be imposed for
damages to cable shall be as under:

Cable damaged Penalty per location ( Rs.)

Only Quad cable or signaling cable 1.0 Lakh
Only OFC 1.25 Lakh
Both OFC & Quad 1.5 Lakh
(As per CCE letter No. 247-Sig/OFC Cut/Rail-Tel/Pt.II dated 08-01-2020.)

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 SCHEDULE - P
(See Clauses 4.4)
Machinery and equipment

1. The Authority shall provide the following machinery and equipment to the Contractor at the
daily rates shown against each machinery and equipment:-

-DELETED-

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The End of Schedules.

215
Appendices

216
 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
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.

217
 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
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
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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
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

20 This Appendix-II contains a list of clauses that would need to be suitably modified prior to
issue of bid documents for reflecting project specific provisions. This Appendix-II should be
omitted before issuing the draft Concession Agreement, forming part of the bid documents.

219