Draft MCA For Annuity2103201 PDF

For official use only
DRAFT COPY
Model Concession Agreement
For
Railway Annuity Projects
Ministry of Railways
Government of India
2
Contents
PART I
Preliminary
Recitals (Concession Agreement) 14
1 Definitions and Interpretation 16

1.1 Definitions 16
1.2 Interpretation 16
1.3 Measurements and arithmetic conventions 19
1.4 Priority of agreements and errors/discrepancies 19
{1.5 Joint and several liability} 20
PART II
The Concession 21
2 Scope of the Project 23

2.1 Scope of the Project 23
3 Grant of Concession 24
3.1 The Concession 24
4 Obligations of the Concessionaire 25

4.1 Obligations of the Concessionaire 25
4.2 Obligations relating to Project Agreements 27
4.3 Obligations relating to Sub-contracts and any other agreements 28
4.4 Employment of foreign nationals 28
4.5 Concessionaire‟s personnel 29
4.6 Advertisement on Railway Project 29
4.7 Concessionaire‟s care of the Works 29
4.8 Electricity, water and other services 29
4.9 Unforeseeable difficulties 29
4.10 Training of Authority‟s personnel 30
4.11 Safety at work Site 30
4.12 Damages for delay by the Concessionaire 30
4.13 Obligations of the concessionaire relating to Change in Ownership 31
5 Obligations of the Authority 33

5.1 Obligations of the Authority 33
5.2 Maintenanceand operation of the existing facilities 34
5.3 Environmental and Forest Clearances 35
5.4 Machinery and equipment 35
[5.5 Electricity transmission lines] 36
3
5.6 Disconnection for modification of existing signalling and

telecommunication Works 36
[5.7 Provision of Power Blocks and Traffic Blocks] 36
6 Representations and Warranties 38

6.1 Representations and warranties of the Concessionaire 38
6.2 Representations and warranties of the Authority 39
6.3 Disclosure 40
7 Disclaimer 41
7.1 Disclaimer 41
PART III
Construction 43
8 Performance Security 45
8.1 Performance Security 45
8.2 Appropriation of Performance Security 45
8.3 Release of Performance Security 46
8.4 Deemed Performance Security 46
8.5 Appropriation of Deemed Performance Security 46
8.6 References to performance security 47
9 Right of Way 48
9.1 The Site 48
9.2 Procurement of the Site 48
9.3 Damages for delay in handing over the Site 49
9.4 Site to be free from Encumbrances 50
9.5 Protection of Site from encroachments 50
9.6 Special/temporary Right of Way 51
9.7 Access to the Authority and the Authority‟s Engineer 51
9.8 Geological and archaeological finds 51
10 Utilities and Trees 52

10.1 Existing utilities and roads 52
10.2 Shifting of obstructing utilities 52
10.3 New utilities 52
10.4 Felling of trees 53
11 Design and Construction of the Railway Project 54

11.1 Obligations prior to commencement of Works 54
11.2 Design and Drawings 55
11.3 Construction of the Railway Project 59
11.4 Extension of time for completion 60
4
11.5 Incomplete Works 61

11.6 Equipment specific Maintenance Manual 62
12 Quality Assurance, Monitoring and Supervision 63

12.1 Quality of Materials and workmanship 63
12.2 Quality control system 63
12.3 Methodology 64
12.4 Inspection and technical audit by the Authority 64
12.5 External technical audit 64
12.6 Inspection of construction records 64
12.7 Monthly progress reports 64
12.8 Inspection 64
12.9 Samples 65
12.10 Tests 65
12.11 Examination of work before covering up 66
12.12 Rejection 66
12.13 Remedial work 67
12.14 Delays during Construction 67
12.15 Quality control records and Documents 67
12.16 Video recording 68
12.17 Suspension of unsafe Construction Works 68
13 Completion Certificate 69
13.1 Tests on completion 69
13.2 Provisional Certificate 69
13.3 Completion of Punch List items 70
13.4 Completion Certificate 71
13.5 Rescheduling of Tests 71
13.6 Commercial Operation Date 71
14 Change of Scope 73
14.1 Change of Scope 73
14.2 Procedure for Change of Scope 73
14.3 Payment for Change of Scope 74
14.4 Restrictions on Change of Scope 74
14.5 Power of the Authority to undertake Works 75
15 Traffic Regulation 76
15.1 Traffic regulation by the Concessionaire 76
16 Defects Liability 77
16.1 Defects Liability Period 77
16.2 Remedy and rectification of Defects and deficiencies 77
16.3 Cost of remedying Defects 77
5
16.4 Concessionaire‟s failure to rectify Defects 78

16.5 Concessionaire to search cause 78
16.6 Extension of Defects Liability Period 78
17 Authority’s Engineer 79
17.1 Appointment of the Authority‟s Engineer 79
17.2 Duties and functions of the Authority‟s Engineer 79
17.3 Authorised signatories 80
17.4 Instructions of the Authority‟s Engineer 80
17.5 Determination by the Authority‟s Engineer 80
17.6 Remuneration of the Authority‟s Engineer 81
17.7 Replacement of the Authority‟s Engineer 81
17.8 Interim arrangement 81
PART IV
Financial Covenants 82
18 Financial Close 84
18.1 Financial Close 84
19 Payments 86
19.1 Contract Price 86
19.2 Bonus on early completion 86
19.3 Annuity Payments during payback period 86
19.4 Change in Law 87
19.5 Payment of Change of Scope Order 87
19.6 Treatment of incomplete Works 88
20 Escrow Account 89
20.1 Escrow Account 89
20.2 Deposit in Escrow Account 89
20.3 Withdrawals during Concession period 89
20.4 Withdrawals upon Termination 90
21 Insurance 92
21.1 Insurance for Works 92
21.2 Notice to the Authority 93
21.3 Evidence of Insurance Cover 93
21.4 Remedy for failure to insure 93
21.5 Waiver of subrogation 94
21.6 Concessionaire‟s waiver 94
21.7 Cross liabilities 94
21.8 Accident or injury to workmen 94
21.9 Insurance against accident to workmen 94
21.10 Application of insurance proceeds 95
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21.11 Compliance with policy conditions 95
Part V
Force Majeure and Termination 96
22 Force Majeure 97
22.1 Force Majeure 97
22.2 Non-Political Event 97
22.3 Indirect Political Event 98
22.4 Political Event 98
22.5 Duty to report Force Majeure Event 99
22.6 Effect of Force Majeure Event on the Agreement 99
22.7 Termination Notice for Force Majeure Event 100
22.8 Termination Payment for Force Majeure Event 101
22.9 Dispute resolution 101
22.10 Excuse from performance of obligations 101
23 Suspension of Concessionaire’s Rights 103

23.1 Suspension upon Concessionaire Default 103
23.2 Authority to act on behalf of Concessionaire 103
23.3 Revocation of Suspension 103
23.4 Substitution of Concessionaire 104
23.5 Termination 104
24 Termination 105
24.1 Termination for Concessionaire Default 105
24.2 Termination for Authority Default 108
24.3 Termination Payment 108
24.4 Certain limitations on Termination Payment 109
24.5 Other rights and obligations of the Authority 110
24.6 Survival of rights 110
25 Divestment of Rights and Interest 112

25.1 Divestment Requirements 112
25.2 Inspection & cure 113
25.3 Co-operation & assistance on transfer of Project 113
25.4 Vesting Certificate 113
25.5 Divestment costs etc. 114
PART VI
Other Provisions 115
26 Assignment and Charges 116

26.1 Restrictions on assignment and charges 116
7
26.2 Permitted assignment and charges 116

26.3 Substitution Agreement 116
26.4 Assignment by the Authority 117
27 Liability and Indemnity 118

27.1 General indemnity 118
27.2 Indemnity by the Concessionaire 118
27.3 Notice and contest of claims 119
27.4 Defence of claims 119
27.5 No consequential claims 120
27.6 Survival on Termination 120
28 Dispute Resolution 121

28.1 Dispute Resolution 121
28.2 Conciliation 121
28.3 Arbitration 121
28.4 Adjudication by a tribunal 122
29 Rights and Title over the Site 123

29.1 Licensee rights 123
29.2 Access rights of the Authority and others 123
29.3 Property Taxes 123
29.4 Restriction on sub-letting 123
30 Miscellaneous 124
30.1 Governing law and jurisdiction 124
30.2 Waiver of immunity 124
30.3 Depreciation and interest 124
30.4 Delayed payments 125
30.5 Waiver 125
30.6 Liability for review of Documents and Drawings 125
30.7 Exclusion of implied warranties etc. 125
30.8 Survival 126
30.9 Entire Agreement 126
30.10 Severability 126
30.11 No partnership 127
30.12 Third parties 127
30.13 Successors and assigns 127
30.14 Notices 127
30.15 Language 128
30.16 Counterparts 128
30.17 Confidentiality 128
30.18 Copyright and Intellectual Property rights 128
30.19 Limitation of Liability 129
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31 Definitions 130
31.1 Definitions 130
Schedules 142
A Site of the Project 143
1 The Site 143

Annex-I: Site 144
Annex-II: Dates for providing Right of Way 150
Annex-III: Alignment Plans 153
Annex-IV: Environmental Clearances and Forest Clearances 154
B Development of the Railway Project 155

1 Development of the Railway Project 155
2 Specifications and Standards 155
Annex-I: Description of the Railway Project 156
C Project Facilities 195

1 Project Facilities 195
2 Description of Project Facilities 195
D Specifications and Standards 196

1 Construction 196
2 Design Standards 196
3 Latest Version 196
4 Terms used in Manuals 196
5 Absence of specific provisions 196
6 Alternative Specifications and Standards 197
Annex-I: Specifications and Standards for Construction 198
Annex-II: Time Schedule for review of Drawings by the Authority 200
E Applicable Permits 204

1 Applicable Permits 204
F Form of Bank Guarantee 205

Annex-I: Form of Guarantee for Performance Security 205
G Drawings 210
1 Drawings 210
2 Additional Drawings 210
Annex-I: List of Drawings 211
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H Project Completion Schedule 214

1 Project Completion Schedule 214
2 Project Milestone-I 214
3 Project Milestone-II 214
4 Project Milestone-III 214
5 Scheduled Completion Date 214
6 Extension of time 215
I Tests on Completion 216

1 Schedule for Tests 216
2 Tests 216
3 Agency for conducting Tests 217
4. Completion Certificate 217
J Provisional Certificate 218
Completion Certificate 219
K Selection of Authority’s Engineer 220
1 Selection of Authority‟s Engineer 220
2 Terms of Reference 220
Annex-I: Duties and Responsibilities for Authority‟s Engineer 221
L Insurance 222
1 Insurance during Construction Period 222
2 Insurance for Concessionaire‟s Defects Liability 222
3 Insurance against injury to persons and damage to property 222
4 Insurance to be in joint names 223
M Provision of Traffic Blocks and Power Blocks 224
N Machinery and Equipment 225
O Escrow Agreement 226
P Substitution Agreement 241
Q Sample Calculation sheet for Annuity Payment
R Vesting Certificate
Appendices 254
Appendix-I – List of Bid-Specific Clauses 255

Appendix-II – List of Project-Specific Clauses 256
10
Part I
Preliminary
11
CONCESSION AGREEMENT
THIS AGREEMENT* is entered into on this the ……….. day of ………, 20…..
BETWEEN
1 [The President of India, represented by ***, *** Railway, [Delhi], and

having its principal offices at ******, [Delhi 110001]] (hereinafter referred
to as the “Authority” which expression shall, unless repugnant to the context
or meaning thereof, include its administrators, successors and assigns) of
One Part;
AND
2 {……………………}2, a company incorporated under the provisions of the

Companies Act, 2013 and having its registered office at .........................,
(hereinafter referred to as the “Concessionaire”3 which expression shall,
unless repugnant to the context or meaning thereof, include its successors
and permitted assigns and substitutes) 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 ****4 Railway zone5.
(B) The Authority had resolved to [undertake the Construction of new railway
line between **** and**** in the **** Railway zone] (the Project) on
Annuity basis in accordance with the terms and conditions to be set forth in
an agreement to be entered into.
(C) The Authority had accordingly invited proposals by its Request for
Qualification No. *** dated *** (the “Request for Qualification” or
“RFQ”) for short listing of bidders for the above referred railway line and
had shortlisted certain bidders including, inter alia, the selected bidder.
1
Serially numbered footnotes in this Agreement are for guidance of the Authorityand should be
omitted from the draft Agreement forming part of Bid Documents. Footnotes marked $ shall be
retained in the draft Agreement.
2
All provisions enclosed in curly parenthesis shall be retained in the Bid Documents and shall be
modified as required after the selected bidder has been identified.
3
Refers to the single entity or the Lead Member of the Consortium/joint venture, which is the
selected bidder under the RFP or the SPV incorporated by the selected bidder.
4
All asterisks in this Agreement should be substituted by Project-specific particulars in the draft
Agreement forming part of the Bid Documents.
5
All Project-specific provisions in this Model Concession Agreement have been enclosed in square
parenthesis and may be modified, as necessary, before issuing the draft Agreement forming part of
Bid Documents.
12
(D) The Authority had prescribed the technical and commercial terms and
conditions, and invited bids (the “Request for Proposals” or “RFP”) from
the bidders shortlisted pursuant to the RFQ for undertaking the Project.
(E) After evaluation of the bids received, the Authority had accepted the bid of
the {selected bidder/Consortium} and issued its Letter of Acceptance No.
*** dated *** (hereinafter called the “LOA”) to the {selected
bidder/Consortium} for financing and Construction of the above railway line
at the Contract Price specified hereinafter, requiring the {selected
bidder/Consortium} to inter alia:
(i) deliver to the Authority a legal opinion from the legal counsel of the
Concessionaire with respect to the authority of the Concessionaire to
enter into this Agreement and the enforceability of the provisions
thereof, within 15 (fifteen) days of the date of issue of LOA; and
(ii) execute this Agreement within 30 (thirty) days of the date of issue of
LOA.
(F) The {selected bidder/ Consortium}{has since promoted and incorporated the
Concessionaire as a limited liability company under the Companies Act
2013, and} has requested the Authority to accept the Concessionaire as the
entity which shall undertake and perform the obligations and exercise the
rights of the {selected bidder/ Consortium} under the LOA, including the
obligation to enter into this Concession Agreement pursuant to the LOA for
executing the Project.
(G) {By its letter dated …………., the Concessionaire has also joined in the said
request of the selected bidder/ Consortium to the Authority to accept it as the
entity which shall undertake and perform the obligations and exercise the
rights of the selected bidder/ Consortium including the obligation to enter
into this Concession Agreement pursuant to the LOA. The Concessionaire
has further represented to the effect that it has been promoted by the selected
bidder / Consortium for the purposes hereof}.
(H) The Authority has accordingly agreed to enter into this Concession
Agreement with the Concessionaire for implementation of the Project on
Annuity basis, subject to and on the terms and conditions set forth
hereinafter;
Now, therefore, in consideration of the foregoing and the respective covenants and
agreements set forth in this Concession Agreement, the receipt and sufficiency of
which is hereby acknowledged 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 31) 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
14
Defects, if any, and other activities incidental to the Construction and

“construct” or “build” shall be construed accordingly;
(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;
15
(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;
(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‟s 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‟s
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 Concessionaire 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.
16
1.2.4 Any word or expression used in this Agreement shall, unless otherwise
defined or construed in this Agreement, bear its ordinary English meaning
and, for these purposes, the General Clauses Act, 1897 shall not apply.
1.3 Measurements and arithmetic conventions
All measurements and calculations shall be in the metric system and

calculations done to 2 (two) decimal places, with the third digit of 5 (five) or
above being rounded up and below 5 (five) being rounded down.
1.4 Priority of agreements and errors/discrepancies
1.4.1 This Agreement, and all other agreements and Documents forming part of or
referred to in this Agreement are to be taken as mutually explanatory and,
unless otherwise expressly provided elsewhere in this Agreement, the
priority of this Agreement and other Documents and agreements forming
part hereof or referred to herein shall, in the event of any conflict between
them, be in the following order:
(a) this 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.
17
{1.5 Joint and several liability
1.5.1 If the Concessionaire has formed a Consortium 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 Concessionaire shall ensure that no change in the composition of

the Consortium 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, the Lead Member shall represent all the members of the
Consortium and shall at all times be liable and responsible for discharging
the functions and obligations of the Concessionaire. The Concessionaire
shall ensure that each member of the Consortium shall be bound by any
decision, communication, notice, action or inaction of the Lead Member on
any matter related to this Agreement and the Authority shall be entitled to
rely upon any such action, decision or communication of the Lead Member.
The Authority shall have the right to release payments solely to the Lead
Member and shall not in any manner be responsible or liable for the inter se
allocation of payments among members of the Consortium.}$
$
This Clause 1.5 may be omitted if the Concessionaire is not a Consortium or if the Consortium
forms a SPV to execute this Agreement. Even if the Concessionaire is a Consortium, the Authority
may, at its discretion, delete this provision.
18
Part II
The Concession
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) Finance, Design and 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; and
(b) Performance and fulfilment of all other obligations of the

Concessionaire 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 Concessionaire under this
Agreement.
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ARTICLE 3
GRANT OF CONCESSION
3.1 The Concession
3.1.1 Subject to and in accordance with the provisions of this Agreement,

Applicable Laws and Applicable Permits, the Authority hereby grants to the
Concessionaire the concession set forth herein including the exclusive right,
licence and authority to finance, construct and maintain the Project during
the Construction Period and the Concessionaire hereby accepts the
Concession and agrees to implement the Project subject to and in accordance
with the terms and conditions set forth herein.
3.1.2 Subject to and in accordance with the provisions of this Agreement, the
Concession hereby granted shall oblige or entitle (as the case may be) the
Concessionaire to:
(a) Right of Way, access and licence to the Site for the purpose of and to
the extent conferred by the provisions of this Agreement;
(b) finance and construct the Project;
(c) manage and maintain the Project during the Construction Period;
(d) perform and fulfil all of the Concessionaire‟s obligations under and in
accordance with this Agreement;
(e) save as otherwise expressly provided in this Agreement, bear and pay
all costs, expenses and charges in connection with or incidental to the
performance of the obligations of the Concessionaire under this
Agreement; and
(f) neither assign, transfer or sublet or create any lien or Encumbrance on

this Agreement, or the Concession hereby granted or on the whole or
any part of the Project nor transfer, lease or part possession thereof,
save and except as expressly permitted by this Agreement or the
Substitution Agreement.
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ARTICLE 4
OBLIGATIONS OF THE CONCESSIONAIRE
4.1 Obligations of the Concessionaire
4.1.1 Subject to and on the terms and conditions of this Agreement, the
Concessionaire shall, at its own cost and expense, procure finance for and
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.
4.1.2 The Concessionaire shall provide to the Authority Performance Security as

per Clause 8.1.1.
4.1.3 The Concessionaire within a period of 120 days from the date of this
Agreement shall provide to the Authority:
(a) Escrow Agreement, duly executed;
(b) Substitution Agreement, duly executed;
(c) Three (03) copies of Financing Agreements duly attested by a Director

of the Concessionaire; and
(d) Three (03) copies of the Financial Package duly attested by a Director
of the Concessionaire.
4.1.4 The Concessionaire shall comply with all Applicable Laws and Applicable
Permits (including renewals as required) in the performance of its obligations
under this Agreement.
4.1.5 Save and except as otherwise provided in this Agreement or Applicable

Laws, as the case may be, the Concessionaire shall, in discharge of all its
obligations under this Agreement, conform with and adhere to Good Industry
Practice at all times.
4.1.6 The Concessionaire 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 Article22shall apply.
4.1.7 The Concessionaire 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
16.
22
4.1.8 The Concessionaire 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 and procure that its Sub-contractors comply with all
Applicable Permits and Applicable Laws in the performance by them
of any of the Concessionaire‟s obligations under this Agreement;
(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 violative 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 Concessionaire 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‟s 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.
23
4.1.9 The Concessionaire shall undertake all necessary superintendence to plan,

arrange, direct, manage, inspect and test the Works.
4.2 Obligations relating to Project Agreements
4.2.1 It is expressly agreed that the Concessionaire shall, at all times, be

responsible and liable for all its obligations under this Agreement
notwithstanding anything contained in the Project Agreements or any other
agreement, and no default under any Project Agreement or agreement shall
excuse the Concessionaire from its obligations or liability hereunder.
4.2.2 The Concessionaire shall submit to the Authority the drafts of all Project
Agreements, or any amendments or replacements thereto, for its review and
comments, and the Authority shall have the right but not the obligation to
undertake such review and provide its comments, if any, to the
Concessionaire within 15 (fifteen) days of the receipt of such drafts. Within
7 (seven) days of execution of any Project Agreement or amendment thereto,
the Concessionaire shall submit to the Authority a true copy thereof, duly
attested by a Director of the Concessionaire, for its record. For the avoidance
of doubt, it is agreed that the review and comments hereunder shall be
limited to ensuring compliance with the terms of this Agreement. It is
further agreed that any failure or omission of the Authority to review and/or
comment hereunder shall not be construed or deemed as acceptance of any
such agreement or Document by the Authority. No review and/or observation
of the Authority and/or its failure to review and/or convey its observations on
any Document shall relieve the Concessionaire of its obligations and
liabilities under this Agreement in any manner nor shall Authority be liable
for the same in any manner whatsoever.
4.2.3 The Concessionaire shall not make any addition, replacement or amendments
to any of the Financing Agreements without the prior written consent of the
Authority if such addition, replacement or amendment has, or may have, the
effect of imposing or increasing any financial liability or obligation on the
Authority, and in the event that any replacement or amendment is made
without such consent, the Concessionaire shall not enforce such replacement
or amendment nor permit enforcement thereof against the Authority. For the
avoidance of doubt, the Authority acknowledges and agrees that it shall not
unreasonably withhold its consent for restructuring or rescheduling of the
debt of the Concessionaire.
4.2.4 The Concessionaire shall procure that each of the Project Agreements
contains provisions that entitle the Authority to step into such agreement, in
its sole discretion, in substitution of the Concessionaire in the event of
Termination or Suspension (the “Covenant”). For the avoidance of doubt, it
is expressly agreed that in the event the Authority does not exercise such
rights of substitution within a period not exceeding 90 (ninety) days from the
Transfer Date, the Project Agreements shall be deemed to cease to be in
force and effect on the Transfer Date without any liability whatsoever on the
Authority and the Covenant shall expressly provide for such eventuality.
The Concessionaire expressly agrees to include the Covenant in all its
Project Agreements and undertakes that it shall, in respect of each of the
24
Project Agreements, procure and deliver to the Authority an

acknowledgement and undertaking, in a form acceptable to the Authority,
from the counter party(ies) of each of the Project Agreements, where under
such counter party(ies) shall acknowledge and accept the Covenant and
undertake to be bound by the same and not to seek any relief or remedy
whatsoever from the Authority in the event of Termination or Suspension.
4.3 Obligations relating to Sub-contracts and any other agreements
4.3.1 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 Concessionaire shall communicate the name and particulars,
including the relevant experience of the Sub-contractor, to the Authority
prior to entering into any such Sub-contract. Provided, however, that in any
event the Concessionaire shall communicate the name and particulars to the
Authority for any Sub-contract for signalling and/ or telecom including the
relevant experience prior to entering into any such Sub-contract.
4.3.2 Without prejudice to the provisions of Clause 4.3.1, in the event any Sub-
contract referred to in Clause 4.3.1 relates to a Sub-contractor who has, over
the preceding 3 (three) years, 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 Concessionaire, require the
Concessionaire not to proceed with such Sub-contract, and the
Concessionaire shall comply therewith.
4.3.3 It is expressly agreed that the Concessionaire 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
Concessionaire, and no default under any such agreement shall excuse the
Concessionaire from its obligations or liability hereunder.
4.4 Employment of foreign nationals
The Concessionaire acknowledges, agrees and undertakes that employment

of foreign personnel by the Concessionaire 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 Concessionaire. Notwithstanding anything to the
contrary contained in this Agreement, refusal of or inability to obtain any
such permits and approvals by the Concessionaire or any of its Sub-
contractors or their Sub-contractors shall not constitute Force Majeure Event,
and shall not in any manner excuse the Concessionaire from the performance
and discharge of its obligations and liabilities under this Agreement.
25
4.5 Concessionaire’s personnel
4.5.1 The Concessionaire shall ensure and procure that the personnel engaged by it
or by its Sub-contractors for performance of its obligations under this
Agreement are at all times appropriately qualified, skilled and experienced in
their respective functions including in conformity with Applicable Laws
including the Indian Railway General and Subsidiary Rules, [the Indian
Electricity Rules], and Good Industry Practice.
4.5.2 The Authority‟s Engineer may, for reasons to be specified in writing, direct
the Concessionaire to remove any member of the Concessionaire‟s or Sub-
contractor‟s personnel from the Railway Project provided that any such
direction issued by the Authority‟s Engineer shall specify the reasons for the
removal of such person.
4.5.3 The Concessionaire shall, on receiving a direction from the Authority‟s

Engineer under the provisions of Clause 4.5.2, ensure and procure the
removal of such person or persons from the Railway Project with immediate
effect. The Concessionaire shall further ensure that such persons have no
further connection with the Railway Project.
4.6 Advertisement on Railway Project
The Concessionaire 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.
4.7 Concessionaire’s care of the Works
The Concessionaire 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.
4.8 Electricity, water and other services
The Concessionaire shall be responsible for procuring of all power, water

and other services that it may require for performing its obligations in
accordance with the provisions of this Agreement.
4.9 Unforeseeable difficulties
Except as otherwise specified in the Agreement:
(a) the Concessionaire accepts complete responsibility for having

foreseen all difficulties and costs of successfully completing the
Works;
26
(b) the Contract Price shall not be adjusted to take account of any
unforeseen difficulties or costs; and
(c) the Scheduled Completion Date shall not be adjusted to take account
of any unforeseen difficulties or costs.
For the purposes of this Clause, unforeseeable difficulties include physical

conditions like man-made or natural physical conditions including sub-
surface and hydrological conditions which the Concessionaire encounters at
the Site during execution of the Works.
4.10 Training of Authority’s personnel
4.10.1 The Concessionaire shall provide and complete the training to the personnel
of the Authority in diagnostic, trouble shooting, repairing, operation and
maintenance of the signalling and telecommunication equipment. The
number of persons to be trained shall not exceed [6 (six)] and the period of
training shall be for a period of ** (**) weeks. The training shall be
completed before the issuance of the Provisional Certificate/ Completion
Certificate.
4.10.2 The Concessionaire shall provide training to the personnel of the Authority
in SCADA. The number of persons to be trained shall not exceed [6 (six)]
and the period of training shall be at least [** (**)] weeks. The training shall
be completed before the issuance of the Provisional Certificate/ Completion
Certificate.
4.11 Safety at work Site
The Concessionaire 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.
4.12 Damages for delay by the Concessionaire

In the event that (i) the Concessionaire does not procure fulfilment or waiver
of any or all of conditions set forth in Clause 4.1.3 within the period
specified in that Clause, and (ii) the delay has not occurred as a result of
failure to fulfil the obligations under Clause 5.1.3 or other breach of this
Agreement by the Authority, or due to Force Majeure, the Concessionaire
shall pay to the Authority Damages in an amount calculated at the rate of
0.3% (zero point three per cent) of the Performance Security for each day‟s
delay until the fulfilment of such Conditions Precedent. Provided, however,
that the Damages payable hereunder shall be subject to a maximum amount
equal to the Bid Security and upon reaching such maximum, the Authority
may, in its sole discretion and subject to the provisions of Clause 8.2,
terminate the Agreement. Provided further that in the event of delay by the
Authority in procuring fulfilment of the Conditions specified in Clause 5.1.3,
no Damages shall be due or payable by the Concessionaire under this Clause
27
4.12 until the date on which the Authority shall have procured fulfilment of
the Conditions specified in Clause 5.1.3.
4.13 Obligations of the concessionaire relating to Change in Ownership
4.13.1 The Concessionaire shall not undertake or permit any Change in Ownership
thereof until the COD. However, transfer of the direct and/or indirect legal
or beneficial ownership of any shares, or securities convertible into shares
can be done upto 49% (forty nine percent) after the COD and upto 100%
(hundred percent) after expiry of the Defects Liability Periods specified in
Clause 16.1 including the extended DLP, if any, and with the prior intimation
to the Authority.
28
ARTICLE 5
OBLIGATIONS OF THE AUTHORITY
5.1 Obligations of the Authority
5.1.1 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.
5.1.2 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.
5.1.3 The Authority shall, upon receiving the Performance Security under Clause
8.1.1, provide to the Concessionaire:
(a) the Right of Way in accordance with the provisions of Clauses 9.2
and 9.3 on no less than 90% (ninety per cent) of the total length of the
Railway Project;
(b) all environmental and forest clearances as required under Clause 5.3,7
and
[(c) approval of the General Arrangement Drawings (the “GAD”) from

road authorities to enable the Concessionaire to construct road over-
bridges and under-bridges at level crossings on the Railway Project in
accordance with the Specifications and Standards, and subject to the
terms and conditions specified in such approval, within a period of 60
(sixty) days from the Appointed Date.]8
5.1.4 In the event that (i) the Authority does not procure fulfilment of any or all of
the obligations set forth in Clause 5.1.3 within the period specified in respect
thereof, and (ii) the delay has not occurred as a result of breach of this
Agreement by the Concessionaire or due to Force Majeure, the Authority
shall pay to the Concessionaire Damages in a sum calculated in accordance
with the provisions of Clause 9.3 of this Agreement and Time Extension in
accordance with the provisions of Clause 11.4.
[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 shall be deemed to be equal to the Damages
payable under the provisions of Clause 9.3 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, as the case may be.]
7
Clause 5.1.3(b) may be suitably modified in the event that all the environmental clearances for the
Project Railway have been received or are not required. It should be clearly stated that all the
environmental clearances for the Project Railway have been received; or such environmental
clearances for the Project Railway are not required.
8
Clause (c) may be omitted if the Project does not include a road over-bridge/under-bridge.
29
5.1.5 Notwithstanding anything to the contrary contained in this Agreement, the

Parties expressly agree that the aggregate Damages payable under Clauses
5.1.4, 5.4.3, 9.3 and 10.2 shall not exceed 2.5% (two point 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.
5.1.6 The Authority agrees to provide support to the Concessionaire and

undertakes to observe, comply with and perform, subject to and in
accordance with the provisions of this Agreement and Applicable Laws, the
following:
(a) upon written request from the Concessionaire, and subject to the
Concessionaire complying with Applicable Laws, provide reasonable
support to the Concessionaire in procuring Applicable Permits
required from any Government Instrumentality for implementation of
the Project;
(b) upon written request from the Concessionaire, provide reasonable

assistance to the Concessionaire 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
be violative of any of the provisions of this Agreement;
(e) support, cooperate with and facilitate the Concessionaire in the

implementation of the Project in accordance with the provisions of
this Agreement; and
(f) upon written request from the Concessionaire and subject to the
provisions of Clause 4.4, provide reasonable assistance to the
Concessionaire and any expatriate personnel of the Concessionaire or
its Sub-contractors to obtain applicable visas and work permits for
the purposes of discharge by the Concessionaire or its Sub-
contractors of their obligations under this Agreement and the
agreements with the Sub-contractors.
5.2 Maintenance and operationof the existing facilities
The Authority shall undertake the maintenance of the facilities existing prior
to the Appointed Dateincluding railway lines, bridges, structures, electrical,
signalling and communications Works within the Right of Way.
30
5.3 Environmental and Forest Clearances
The Authority represents and warrants that the environmental and forest
clearances required for Construction of the Project have been procured by the
Authority prior to the Bid Due Date, save and except for Sections of the
Railway Project which do not exceed 10% (ten per cent) of the total length
thereof. The Authority agrees and undertakes that the environmental and
forest clearances for such Sections, if any, shall be procured by the Authority
no later than 60 (sixty) days from the Appointed Date. In the event of any
delay beyond such 60 (sixty) days, the Concessionaire shall be entitled to
Time Extension for the period of such delay in accordance with the
provisions of Clause 11.4 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 9.2 and as a consequence thereof, the Concessionaire
shall be entitled to Damages under and in accordance with the provisions of
Clause 9.3. For the avoidance of doubt, the present status of environmental
and forest clearances is specified in Schedule-A.9
5.4 Machinery and equipment
5.4.1 The Authority shall upon receiving a request from the Concessionaire,
provide the machinery and equipment specified in Schedule-N on payment
of hire charges at the monthly rates specified therein. The Parties agree that
the monthly rate for each machine or equipment shall be equal to 2% (two
per cent) of the cost of such machine or equipment, as published in the latest
pink book of the Ministry of Railways and 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 also agree that
if the cost of any machine or equipment has not been published in the latest
pink book, then the last purchase price thereof, as per the records of the
Ministry of Railways, shall be applicable for determining the charges for
such machine or equipment. 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 Concessionaire 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
9
Clause 5.3 may be suitably modified in the event that all the environmental/forest clearances for the
Project Railway have been received or are not required. It should be clearly stated that all the
environmental/forest clearances for the Railway Project has been received; or such
environmental/forest clearances for the Railway Project are not required.
31
[(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
Concessionaire.]
5.4.2 The Concessionaire shall by notice of at least three weeks convey to the
Authority particulars of the machinery and equipment required for each day
of the following one month.
5.4.3 In the event that the Authority does not provide any machinery and
equipment at the designated time in pursuance of the provisions of Clause
5.4.1, the Concessionaire shall be entitled to Damages in an amount equal
twice the rates specified in Schedule-N. Provided further that the
Concessionaire shall be entitled to Time Extension in accordance with the
provisions of Clause 11.4 if the number of days for which the machinery has
not been provided continuously exceeds 7 (seven) and/ or the total number of
days of not providing the machinery exceed 15 (fifteen) days in a period of
03 months.10
[5.5 Electricity transmission lines
The Authority shall procure the Applicable Permits and right of way for the
erection, installation, and energisation of the transmission lines required for
operating the Railway Project.]11
5.6 Disconnection for modification of existing signalling and

telecommunication Works
The Concessionaire shall upon completion and testing of a particular

subsystem for modification in the existing signalling and telecommunication
system at railway stations, level crossing gates and interlocked sections,
inform the Authority‟s Engineer by notice of at least one week of its
readiness for commissioning and the Authority‟s Engineer shall obtain the
requisite approvals from the Authority for the required disconnections within
a period of 10 (ten) days of the notice. The Concessionaire shall ensure that
there is no interruption/ disturbance to operational circuits in such cases of
modification of signalling and telecom systems.
[5.7 Provision of Power Blocks and Traffic Blocks
5.7.1 The Authority shall provide Power Block or Traffic Block or both to enable
the Concessionaire to undertake the Construction of overhead equipment, or
such other work as may be determined by the Authority‟s Engineer.
5.7.2 The Concessionaire shall, in consultation with the Authority‟s Engineer,

submit a weekly Programme of Blocks, commencing from Monday, with a
notice of at least 1 (one) week and the Authority‟s Engineer shall convey the
approved weekly Programme to the Concessionaire no less than 3 (three)
days prior to the start of such week.
10
Delete if not applicable.
11
Delete if not applicable.
32
5.7.3 The minimum period for which a Power Block or Traffic Block shall be
provided to the Concessionaire shall not be less than 2 (two) hours, period
being counted from the time the track is placed at the disposal of the
Concessionaire and until it is cleared by the Concessionaire. 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.
5.7.4 The aggregate period of Power Block and Traffic Block to be provided to the
Concessionaire during the Construction Period is specified in Schedule-M.
The Concessionaire shall organise its work so as to complete all
Construction Works within such aggregate period.
5.7.5 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 Concessionaire 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.
5.7.6 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
Concessionaire 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 Concessionaire, the
Authority shall pay to the Concessionaire 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.
5.7.7 The Concessionaire shall be entitled to undertake the Construction Works

within the aggregate period specified in Schedule-M. Provided, however,
that in the event the aggregate period utilised by the Concessionaire exceeds
the period specified in Schedule-M, the Contractor shall pay to the Authority
hourly charges at the rate specified therein.]
33
ARTICLE 6
REPRESENTATIONS AND WARRANTIES
6.1 Representations and warranties of the Concessionaire
The Concessionaire 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
34
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;
(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) it shall at no time undertake or permit any Change in Ownership

except in accordance with the provisions of Clause 4.13;]
(l) 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;
(m) all information provided by the {selected bidder/ members of the

Consortium} in response to the Request for Qualification and
Request for Proposals or otherwise, is to the best of its knowledge
and belief, true and accurate in all material respects; and
(n) 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 Concessionaire.
6.2 Representations and warranties of the Authority
The Authority represents and warrants to the Concessionaire 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;
35
(c) it has the financial standing and capacity to perform its obligations
under this Agreement;
(d) this Agreement constitutes a legal, valid and binding obligation

enforceable against it in accordance with the terms hereof;
(e) it has no knowledge of any violation or default with respect to any

order, writ, injunction or any decree of any court or any legally
binding order of any Government Instrumentality which may result in
any Material Adverse Effect on the Authority‟s ability to perform its
obligations under this Agreement;
(f) it has complied with Applicable Laws in all material respects;
(g) it has good and valid right to the Site and has the power and authority
to grant the Right of Way in respect thereof to the Concessionaire;
and
(h) it shall have procured, as on the Appointed Date, Right of Way and
environment clearances such that the Concessionaire can commence
Construction forthwith on 90% (ninety per cent) of the total length of
the Railway Project.
6.3 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.
36
ARTICLE 7
DISCLAIMER
7.1 Disclaimer
7.1.1 The Concessionaire acknowledges that prior to the execution of this

Agreement, the Concessionaire has, after a complete and careful
examination, made an independent evaluation of the Request for
Qualification, Request for Proposals, 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 5.1.2 and Clause 6.2, 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 Concessionaire confirms that it shall have no claim
whatsoever against the Authority in this regard.
7.1.2 The Concessionaire acknowledges and hereby accepts to have satisfied itself
as to the correctness and sufficiency of the Contract Price.
7.1.3 The Concessionaire acknowledges and hereby accepts the risk of

inadequacy, mistake or error in or relating to any of the matters set forth in
Clause 7.1.1 above and hereby acknowledges and agrees that the Authority
shall not be liable for the same in any manner whatsoever to the
Concessionaire, or any person claiming through or under any of them, and
shall not lead to any adjustment of Contract Price.
7.1.4 The Parties agree that any mistake or error in or relating to any of the matters
set forth in Clause 7.1.1 above shall not vitiate this Agreement, or render it
voidable.
7.1.5 In the event that either Party becomes aware of any mistake or error relating
to any of the matters set forth in Clause 7.1.1 above, that Party shall
immediately notify the other Party, specifying the mistake or error.
7.1.6 Except as otherwise provided in this Agreement, all risks relating to the
Project shall be borne by the Concessionaire; and the Authority shall not be
liable in any manner for such risks or the consequences thereof.
37
Part III
Construction
38
ARTICLE 8
PERFORMANCE SECURITY
8.1 Performance Security
8.1.1 The Concessionaire shall, for the performance of its obligations hereunder,
provide to the Authority, within 15 (fifteen) days of the date of this
Agreement, an irrevocable and unconditional guarantee, for an amount equal
to 5% (five per cent)12 of the Contract Price, from a Bank in the form set
forth in Annex-I of Schedule-F (the “Performance Security”). Until such
time the Performance Security is provided by the Concessionaire pursuant
hereto and the same comes into effect, the Bid Security shall remain in force
and effect, and upon such provision of the Performance Security, the
Authority shall release the Bid Security to the Concessionaire.

Parties agree that in the event of failure of the Concessionaire to provide the
Performance Security in accordance with the provisions of Clause 8.1.1 and
within the time specified therein or such extended period as may be provided
by the Authority, in accordance with the provisions of Clause 8.1.3, the
Authority may encash the Bid Security and appropriate the proceeds thereof
as Damages, and thereupon all rights, privileges, claims and entitlements of
the Concessionaire under or arising out of this Agreement shall be deemed to
have been waived by, and to have ceased with the concurrence of the
Concessionaire, and this Agreement shall be deemed to have been terminated
by mutual agreement of the Parties.
8.1.3 In the event the Concessionaire fails to provide the Performance Security
within 15 (fifteen) days of the date of this Agreement, it may seek extension
of time for a period not exceeding a further 15 (fifteen) days on payment of
Damages for such extended period in a sum calculated at the rate of 0.05%
(zero point zero five per cent) of the Contract Price for each day until the
Performance Security is provided.
8.2 Appropriation of Performance Security
8.2.1 Upon occurrence of a Concessionaire 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 Concessionaire Default.
8.2.2 Upon such encashment and appropriation from the Performance Security, the
Concessionaire 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 Concessionaire shall,
39
12
The Authority may, in its discretion, increase the Performance Security under Clause 8.1
from 5% (five per cent) to 7.5% (seven point five per cent) for complex projects.
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 24. Upon such replenishment or
furnishing of a fresh Performance Security, as the case may be, the
Concessionaire shall be entitled to an additional Cure Period of 30 (thirty)
days for remedying the Concessionaire Default, and in the event of the
Concessionaire 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 24.
8.3 Release of Performance Security
The Performance Security shall remain in force and effect for a period of 2
(two) years from the Appointed Date, but shall be released earlier upon the
Concessionaire expending on Project Construction an aggregate sum that is
not less than 40% (forty per cent) of the Contract Price; provided, however,
that the Performance Security shall not be released if the Concessionaire is in
breach of this Agreement. Upon request made by the Concessionaire for
release of the Performance Security along with the particulars which
establish satisfaction of the requirements specified in this Clause 8.3, the
Authority shall release the Performance Security forthwith.
8.4 Deemed Performance Security
The Parties expressly agree that upon release of the Performance Security in
accordance with the provisions of Clause 8.3, a substitute Performance
Security for a like amount shall be deemed to be created under this Clause
8.4, as if it is a Performance Security under Clause 8.1 for performance of
the obligations by the Concessionaire during the Concession Period,
including the Defect Liability Period (the “Deemed Performance
Security”). The Deemed Performance Security shall be unconditional and
irrevocable, and shall, notwithstanding anything to the contrary contained in
Clause 20.3, constitute the first and exclusive charge on an equivalent
balance in the Escrow Account and on all amounts due and payable by the
Authority to the Concessionaire, and the Authority shall be entitled to
enforce the Deemed Performance Security through a withdrawal from the
Escrow Account or by making a deduction from the amounts due and
payable by it to the Concessionaire in accordance with the provisions of
Clause 8.5. For extended Defect Liability Period, as specified in Clause
16.1.2, the value of Deemed Performance Security shall be taken as 2% (two
per cent) of the Contract Price. For the avoidance of doubt, the Parties agree
that no amounts shall be earmarked, frozen or withheld in the Escrow
Account for securing payment of any potential Damages that may fall due at
a subsequent date, and only the amounts which shall have become due and
payable by the Concessionaire upon occurrence of Concessionaire Default
shall be liable to appropriation hereunder.
40
8.5 Appropriation of Deemed Performance Security
Upon occurrence of a Concessionaire 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 Deemed Performance Security as
Damages for Concessionaire Default. For the avoidance of doubt, the Parties
expressly agree that upon the Deemed Performance Security being
appropriated, in whole or in part, it shall be deemed to be replenished to the
extent of such appropriation.
8.6 References to Performance Security
References to Performance Security occurring in this Agreement for and in

respect of any period prior to the delivery of the Performance Security by the
Concessionaire to the Authority, or in respect of any period subsequent to the
expiry or release thereof, as the case may be, shall be construed solely for the
purposes of calculating the amount of Damages payable by the
Concessionaire, and the amount so determined shall be appropriated from the
Bid Security or Deemed Performance Security, as the case may be.
41
ARTICLE 9
RIGHT OF WAY
9.1 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 Concessionaire. The Authority shall be responsible for:
(a) acquiring and providing Right of Way on the Site in accordance with
the [alignment, electrification sectioning diagram] finalised by the
Authority, free from all encroachments and Encumbrances, and free
access thereto for the execution of this Agreement; and
(b) obtaining environment clearance and forest clearance for the Railway
Project.
9.2 Procurement of the Site
9.2.1 The Authority Representative and the Concessionaire shall, within 15

(fifteen) days of providing the Performance Security by the Concessionaire
in accordance with the provisions of Clause 8.1, inspect the Site and prepare
a 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 9.2.3, 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
Concessionaire. 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 giving the Right of
Way to the Concessionaire 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 9.2.2 and 9.2.3, 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 Concessionaire, of the proposed date and time when the
Authority Representative and the Concessionaire shall inspect the specified
parts of the Site, and prepare a memorandum which shall be deemed to
constitute a valid evidence of giving such Right of Way to the
Concessionaire in accordance with the provisions of this Clause 9.2.1.
9.2.2 Notwithstanding anything to the contrary contained in this Clause 9.2, the
Authority shall specify the parts of the Site, if any, for which Right of Way
shall be provided to the Concessionaire on the dates specified in Schedule-A.
Such parts shall also be included in the Appendix prepared in pursuance of
Clause 9.2.1. For the avoidance of doubt, the Parties expressly agree that the
42
Appendix shall in no event contain Sections of the Railway Project the

cumulative length of which exceeds 10% (ten per cent) of the total length of
the Railway Project.
9.2.3 The Authority shall provide the Right of Way to the Concessionaire, 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 Concessionaire, it shall pay to the Concessionaire,
Damages in a sum calculated in accordance with Clause 9.3.
9.3 Damages for delay in handing over the Site
9.3.1 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 9.2 for any reason
other than Force Majeure or breach of this Agreement by the Concessionaire,
the Authority shall pay Damages to the Concessionaire in a sum calculated in
accordance with the following formula for and in respect of those parts of the
Site to which the Right of Way has not been provided:
Amount of Damages in Rs. per day per metre = 0.10 x C x 1/L x 1/N
Where
C = the Contract Price; L = length of the Railway Project in metres; and N =

Completion period in days (Appointed Date to Scheduled Completion Date)
In the event that any Damages are due and payable to the Concessionaire
under the provisions of this Clause 9.3.1 for delay in providing the Right of
Way, the Concessionaire shall, subject to the provisions of Clause 11.4, be
entitled to Time Extension equal to the period for which the Damages have
become due and payable under this Clause 9.3.1, 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 11.4 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.

Concessionaire 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
43
completed before the Scheduled Completion Date and shall not qualify for
any Time Extension under the provisions of Clause 9.3.1.

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, equal to 10% (ten 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
9.3.3 unless the Parties agree to the contrary, and such Works shall not be
computed for the purposes of the aforesaid ceiling of 10% (ten 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 Concessionaire‟s entitlement to Damages under Clauses5.1.4, 9.3 and
10.2.
9.3.4 In the event of withdrawal of Works under Clause 9.3.3, including deemed
withdrawal of Works, the Contract Price shall be reduced by an amount
equal to 90% (ninety per cent) of the value of the Works withdrawn and the
Concessionaire 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 5.3.
Provided that if any Works are withdrawn after commencement of the

Construction of such Works, the Authority shall pay to the
Concessionaire110% (one hundred and ten per cent) of the fair value of the
work done, as assessed by the Authority‟s Engineer:
9.4 Site to be free from Encumbrances
Subject to the provisions of Clause 9.2, the Site shall be made available by
the Authority to the Concessionaire pursuant hereto free from all
Encumbrances and occupations and without the Concessionaire 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 Concessionaire accepts and undertakes to bear any and all
risks arising out of the inadequacy or physical condition of the Site.
9.5 Protection of Site from encroachments
On and after signing the memorandum and/or subsequent memorandum

referred to in Clause 9.2.1, and until the issue of the Provisional Certificate,
the Concessionaire shall maintain a round-the-clock vigil over the Site and
shall ensure and procure that no encroachment thereon takes place. During
44
the Construction Period, the Concessionaire 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
Concessionaire therein or under this Agreement, save and except as
otherwise expressly set forth in this Agreement. In the event of any
encroachment or occupation on any part of the Site, the Concessionaire shall
report such encroachment or occupation forthwith to the Authority and
undertake its removal at its own cost and expenses.
9.6 Special/temporary Right of Way
The Concessionaire 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 Concessionaire 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.
9.7 Access to the Authority and the Authority’s Engineer
9.7.1 The Right of Way given to the Concessionaire hereunder shall always be
subject to the right of access of the Authority and the Authority‟s Engineer
and their employees and agents for inspection, viewing and exercise of their
rights and performance of their obligations under this Agreement.
9.7.2 The Concessionaire shall ensure, subject to all relevant safety procedures that
the Authority has unrestricted access to the Site during any Emergency.
9.8 Geological and archaeological finds
It is expressly agreed that mining, geological or archaeological rights do not

form part of this Agreement with the Concessionairefor the Works, and the
Concessionairehereby 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 Concessionaireshall 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 Concessionairehereunder 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.
45
ARTICLE 10
UTILITIES AND TREES
10.1 Existing utilities and roads
Notwithstanding anything to the contrary contained herein, the

Concessionaire 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.
10.2 Shifting of obstructing utilities
10.2.1 The Concessionaire shall, in accordance with Applicable Laws and with
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 the execution of
Works in accordance with this Agreement. The actual cost of such shifting,
as approved and communicated by the entity owning the utility, shall be paid
by the Concessionaire and reimbursed by the Authority to the
Concessionaire. 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 Concessionaire to the entity owning the utility
and to the Authority, the Concessionaire shall be entitled to Damages in a
sum calculated in accordance with the formula specified in Clause 9.3.1 for
the period of delay, and to Time Extension in accordance with Clause 11.4
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.
10.2.2 For the existing utilities owned by Railways, where the shifting thereof can
take place only after certain Works for its shifting have been completed by
the Concessionaire, the Authority shall, undertake and complete its shifting
within 180 (one hundred and eighty) days after the Concessionaire has
notified the Authority of the completion of the Works. In the event of delay
in shifting the utility, beyond the aforesaid period of 180 (one hundred and
eighty) days, the Concessionaire shall be entitled to Damages for the period
of delay in accordance with the provisions of this Clause 10.2.1.
10.3 New utilities
10.3.1 The Concessionaire 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 Concessionaire, 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 10.3
shall not in any manner relieve the Concessionaire of its obligation to
construct and maintain the Railway Project in accordance with this
46
Agreement and any damage caused by such use shall be restored forthwith at
the cost of the Authority.
10.3.2 In the event the Construction of any Works is affected by a new utility or
Works undertaken in accordance with this Clause 10.3, the Concessionaire
shall be entitled to a reasonable Time Extension as determined by the
Authority‟s Engineer.
10.4 Felling of trees
The Authority shall assist the Concessionaire in obtaining 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 Concessionaire;
it shall be excused for failure to perform any 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 Concessionaire shall be
entitled to Damages and Time Extension as provided under Clause 10.2.1.
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ARTICLE 11
DESIGN AND CONSTRUCTION OF THE RAILWAY PROJECT
11.1 Obligations prior to commencement of Works
11.1.1 Within 20 (twenty) days of the Appointed Date, the Concessionaire 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
Concessionaire‟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.
11.1.2 The Authority shall, within 15 (fifteen) days of the date of this Agreement,
appoint a railway engineer (the “Authority’s Engineer”) to discharge the
functions and duties specified in this Agreement, and shall notify to the
Concessionaire the name, address and the date of appointment of the
Authority‟s Engineer forthwith.
11.1.3 Within 30 (thirty) days of the Appointed Date, the Concessionaire shall
submit to the Authority and the Authority‟s Engineer a programme (the
“Programme”) for Construction of Works, developed using networking
techniques and giving the following details:
Part I Concessionaire‟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,
Concessionaire‟s key personnel, and equipment.
Part II Programme for completion of all stages of Construction and Project

Milestones of the Works as specified in Project Completion Schedule
set forth in Schedule-H. The Programme shall include:
(a) the order in which the Concessionaire intends to carry out the
48
Works, including the anticipated timing of design and stages

of Works;
(b) the periods for reviews under Clause 11.2; and
(c) the sequence and timing of inspections and Tests specified in

this Agreement.
The Concessionaire shall submit a revised Programme whenever the

previous Programme is inconsistent with the actual progress or with the
Concessionaire‟s obligations.
Provided, however, that the Authority may, within a period of 15 (fifteen)

days of receipt of the Programme, convey its comments to the
Concessionaire stating the modifications, if any, required for compliance
with the provisions of this Agreement, and the Concessionaire shall carry out
such modifications, to the extent required for conforming with the provisions
of this Agreement.
11.2 Design and Drawings
11.2.1 Design and Drawings shall be developed in conformity with the

Specifications and Standards set forth in Schedule-D. In the event, the
Concessionaire requires any relaxation in design standards due to restricted
Right of Way in any Section, the alternative design criteria for such Section
shall be provided for review of the Authority‟s Engineer.
11.2.2 The Concessionaire shall appoint a proof check consultant (the “Proof
Consultant”) after proposing to the Authority a panel of 3 (three) names of
qualified and experienced firms from whom the Authority may choose 1
(one) to be the Proof Consultant. Provided, however, that if the panel is not
acceptable to the Authority and the reasons for the same are furnished to the
Concessionaire, the Concessionaire shall propose to the Authority a revised
panel of 3 (three) names for obtaining the consent of the Authority. The
Concessionaire 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 elements of the Railway Project. The
Authority shall, within 15 (fifteen) days of receiving a proposal from the
Concessionaire hereunder, convey its decision, with reasons, to the
Concessionaire, and if no such decision is conveyed within the said period,
the Concessionaire may proceed with engaging of the Proof Consultant. For
the avoidance of doubt, the Parties agree that no firm or person having any
conflict of interest shall be engaged hereunder. 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.
11.2.3 The Proof Consultant shall:
(a) evolve a systems approach with the Design Director so as to

minimise the time required for final designs and Construction
Drawings; and
49
(b) proof check the detailed calculations, Drawings and designs, which
have been approved by the Design Director.
11.2.4 In respect of the engineering scale plan, signalling interlocking plan and
route control chart of station yards, the following shall apply:
(a) Engineering scale plan:
(i) The Concessionaire shall prepare and submit to the

Authority‟s Engineer engineering scale plan within a period
of 2 (two) months from the Appointed Date in accordance
with Good Industry Practice;
(ii) The Authority‟s Engineer shall review the engineering scale

plan within two weeks and submit it along with its suggested
additions and revisions to the Authority for its approval; and
(iii) The Authority shall communicate the engineering scale plan

as approved by it within a period not exceeding 4 (four)
months from the date of submission of the engineering scale
plan by the Concessionaire. Such period of four months shall
exclude any time that is taken by the Concessionaire in
providing clarifications or modifications in response to any
communication from the Authority.
(b) Signalling interlocking plan and route control chart
(i) The Concessionaire shall prepare and submit to the

Authority‟s Engineer signalling interlocking plan and route
control chart within a period of 2 (two) months from the date
of receipt of the approved engineering scale plan under this
Clause 11.2.4;
(ii) The Authority‟s Engineer shall review the signalling

interlocking plan 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 signalling interlocking

plan and route control chart as approved by it within a period
not exceeding 4 (four) months from the date of submission of
the signalling interlocking plan route control chart by the
Concessionaire. Such period of four months shall exclude any
time that is taken by the Concessionaire in providing
clarifications or modifications in response to any
communication from the Authority.
11.2.5 In the event of delay by the Concessionaire in submitting the engineering

scale plan, signalling interlocking plan or route control chart, as the case may
be, within the period specified in Clause 11.2.4 for any reason other than
Force Majeure or breach of this Agreement by the Authority, the
50
Concessionaire shall pay Damages to the Authority in a sum equal to 0.2%

(zero point two percent) of the Performance Security for each day of delay.
11.2.6 In the event of delay by the Authority in providing to the Concessionaire the
approved engineering scale plan, signalling interlocking plan or route control
chart, as the case may be, within the period specified in Clause 11.2.4 for any
reason other than Force Majeure or breach of this Agreement by the
Concessionaire, the Authority shall pay Damages to the Concessionaire in a
sum equal to 0.2% (zero point two percent) of the Performance Security for
each day of delay, and shall also grant Time Extension in accordance with
the provisions of Clause 11.4.
11.2.7 In respect of the Concessionaire‟s obligations with respect to the design and
Drawings of the Railway Project as set forth in Schedule-G, the following
shall apply:
(a) The Concessionaire shall prepare and submit, with reasonable

promptness and in such sequence as is consistent with the Project
Completion Schedule, 3 (three) copies each of the design and
Drawings, duly certified by the Proof Consultant, to the Authority‟s
Engineer for review. Provided, however, that in respect of Important
Bridges, Major Bridges, Structures, railway stations and yards, the
Authority‟s Engineer may require additional Drawings for its review
in accordance with Good Industry Practice;
(b) by submitting the Drawings for review to the Authority‟s Engineer,

the Concessionaire shall be deemed to have represented that it has
determined and verified that the design and engineering, including
field construction criteria related thereto, are in conformity with the
Scope of the Project, Specifications and Standards and the Applicable
Laws;
(c) within 30 (thirty) days of the receipt of the Drawings, the Authority‟s
Engineer shall review the same and convey its observations to the
Concessionaire with particular reference to their conformity or
otherwise with the Scope of the Project and the Specifications and
Standards. The Concessionaire shall not be obliged to await the
observations of the Authority‟s Engineer on the Drawings submitted
pursuant hereto beyond the said period of 30 (thirty) days 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 30 (thirty) 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‟s 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 Concessionaire in conformity with the provisions of this
Agreement and resubmitted to the Authority‟s Engineer for review.
51
The Authority‟s Engineer shall give its observations, if any, within 10

(ten) days of receipt of the revised Drawings. If the Concessionaire
disputes any decision, direction or determination of the Authority‟s
Engineer hereunder, the Dispute shall be resolved in accordance with
the Dispute Resolution Procedure;
(e) no review and/or observation of the Authority‟s Engineer and/or its

failure to review and/or convey its observations on any Drawings
shall relieve the Concessionaire of its obligations and liabilities under
this Agreement in any manner nor shall the Authority‟s 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 Concessionaire‟s cost, notwithstanding
any review under this Article 11;
(f) the Concessionaire shall be responsible for delays in submitting the

Drawings, as set forth in Schedule-G, 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
(g) the Concessionaire 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 Concessionaire‟s design responsibility
and/or warranty as set out in this Clause.
11.2.8 Any cost or delay in Construction arising from review by the Authority‟s
Engineer shall be borne by the Concessionaire.
11.2.9 Works shall be executed in accordance with the Drawings provided by the
Concessionaire in accordance with the provisions of this Clause 11.2 and the
observations of the Authority‟s Engineer thereon as communicated pursuant
to the provisions of Clause 11.2.7. Such Drawings shall not be amended or
altered without prior written notice to the Authority‟s 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.
11.2.10Within 90 (ninety) days of the Project Completion Date, the Concessionaire

shall furnish to the Authority and the Authority‟s 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.
52
11.3 Construction of the Railway Project
11.3.1 The Concessionaire shall undertake Construction of 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 Concessionaire
shall be responsible for the correct positioning of all parts of the Works, and
shall rectify any error in the positions, levels, dimensions or alignment of the
Works. For Works involving existing yards, the non-interlocking
programme for each year shall be drawn by the Authority‟s Engineer and
provided to the Concessionaire. The Concessionaire and the Authority‟s
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 Concessionaire. 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 Concessionaire. The [900th (nine hundredth)
day] from the Appointed Date shall be the scheduled completion date (the
“Scheduled Completion Date”) and the Concessionaire agrees and
undertakes that the Construction shall be completed on or before the
Scheduled Completion Date, including any extension thereof.
11.3.2 The Concessionaire shall construct the Railway Project in accordance with
the Project Completion Schedule set forth in Schedule-H. In the event that
the Concessionaire 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-H, 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-H 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-H shall be deemed to be
modified accordingly and the provisions of this Agreement shall apply as if
Schedule-H 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 11.3.2
shall be refunded by the Authority to the Concessionaire, but without any
interest thereon. For the avoidance of doubt, it is agreed that recovery of
Damages under this Clause 11.3.2 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
11.4.2.
11.3.3 The Authority shall notify the Concessionaire of its decision to impose
Damages in pursuance of the provisions of this Clause 11.3. Provided,
however, that no appropriation from the Performance Security on account of
Damages shall be effected by the Authority without taking into consideration
the representation, if any, made by the Concessionaire within 20 (twenty)
53
days of such notice. The Parties expressly agree that the total amount of
Damages under Clause 11.3.2 shall not exceed 10% (ten percent) of the
Contract Price.
11.4 Extension of time for completion
11.4.1 Without prejudice to any other provision of this Agreement for and in respect
of extension of time, the Concessionaire 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

authorities,] environmental/ forest clearances, or approved
engineering scale plan, 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 14;
(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 Concessionaire to Time
Extension in accordance with the provisions of this Agreement.
11.4.2 The Concessionaire shall, no later than 15 (fifteen) business days from the
occurrence of an event or circumstance specified in Clause 11.4.1, inform the
Authority‟s 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 Concessionaire
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.
11.4.3 In the event of the failure of the Concessionaire to issue to the Authority‟s
Engineer a notice in accordance with the provisions of Clause 11.4.2 within
the time specified therein, the Concessionaire 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 Concessionaire to issue
54
notice as specified in this Clause 11.4.3, the Authority shall be discharged

from all liability in connection with the claim.
11.4.4 The Authority‟s Engineer shall, on receipt of a claim in accordance with the
provisions of Clause 11.4.2, examine the claim expeditiously within the time
frame specified herein. In the event the Authority‟s Engineer requires any
clarifications to examine the claim, the Authority‟s Engineer shall seek the
same within 15 (fifteen) days from the date of receiving the claim. The
Concessionaire shall, on the receipt of the communication of the Authority‟s
Engineer requesting for clarification, furnish the same to the Authority‟s
Engineer within 10 (ten) days thereof. The Authority‟s Engineer shall, within
a period of 30 (thirty) days from the date of receipt of such clarifications,
forward in writing to the Concessionaire its determination of Time
Extension. For the avoidance of doubt, the Parties agree that the Authority‟s
Engineer shall, in accordance with the provisions of this Agreement, notify
the Concessionaire of the aforesaid Time Extension no later than 60 (sixty)
days from the date of receipt of the Concessionaire‟s claim for Time
Extension or the date of receipt of the clarification from the Concessionaire,
as the case may be.
Provided that when determining each extension of time under this Clause
11.4, the Authority‟s Engineer shall review previous determinations and may
increase, but shall not decrease, the total Time Extension.
11.4.5 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 Concessionaire 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‟s Engineer may reasonably require; and
(c) the Concessionaire 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‟s Engineer shall examine
and determine the same in accordance with the provisions of Clause 11.4.4
within a period of 60 (sixty) days of the receipt thereof.
11.5 Incomplete Works

In the event the Concessionaire fails to complete the Works in accordance
with the Project Completion Schedule, including any Time Extension
granted under this Agreement, the Concessionaire shall endeavour to
complete the balance work expeditiously and shall pay Damages to the
Authority in accordance with the provisions of Clause 11.3.2 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 24.1.
55
11.6 Equipment specific Maintenance Manual

No later than 90 (ninety) days prior to the Project Completion Date, the
Concessionaire shall, in consultation with the Authority‟s 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‟s Engineer.
56
ARTICLE 12
QUALITY ASSURANCE, MONITORING AND SUPERVISION
12.1 Quality of Materials and workmanship
12.1.1 The Concessionaire 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.
12.1.2 The Concessionaire 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 Concessionaire shall not use
any Materials which are generally recognised as being deleterious under Good
Industry Practice.
12.2 Quality control system
12.2.1 The Concessionaire shall establish a quality control mechanism to ensure

compliance with the provisions of this Agreement (the “Quality Assurance
Plan” or “QAP”) in accordance with ISO-9001.
12.2.2 The Concessionaire shall, within 30 (thirty) days of the Appointed Date,
submit to the Authority‟s Engineer its Quality Assurance Plan which shall
include the following:
(a) organisation, duties and responsibilities, procedures, inspections and

Documentation;
(b) quality control mechanism including sampling and testing of

Materials, test frequencies, 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 Authority‟s Engineer shall convey its comments to the Concessionaire

within a period of 21 (twenty-one) days of receipt of the QAP stating the
modifications, if any, required, and the Concessionaire shall incorporate
those in the QAP to the extent required for conforming with the provisions of
this Clause 12.2.
12.2.3 The Concessionaire 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.
57
12.2.4 The cost of testing of Construction, Materials and workmanship under this
Article 12 shall be borne by the Concessionaire.
12.3 Methodology
The Concessionaire shall, at least 15 (fifteen) days prior to the

commencement of any Construction activity, submit to the Authority‟s
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‟s Engineer shall complete the review and
convey its comments, if any, to the Concessionaire within a period of 10
(ten) days from the date of receipt of the proposed method statement from
the Concessionaire. The Concessionaire will either incorporate the comments
in the method statement or else will advise the Authority the reasons for
not/partially incorporating the same.
12.4 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‟s Engineer and
the Concessionaire for taking remedial action in the event the Works are not
in accordance with the provisions of this Agreement.
12.5 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 Concessionaire and the Authority‟s Engineer for taking
remedial action in accordance with this Agreement. The Concessionaire shall
provide all assistance as may be required by the auditor in the conduct of its
audit hereunder. Notwithstanding anything contained in this Clause 12.5, the
external technical audit shall not affect any obligations of the Concessionaire
or the Authority‟s Engineer under this Agreement.
12.6 Inspection of Construction records
The Authority shall have the right to inspect the records of the
Concessionaire relating to the Works.
12.7 Monthly progress reports
During the Construction Period, the Concessionaire shall, no later than 10

(ten) days after the close of each month, furnish to the Authority and the
Authority‟s Engineer a monthly report on the progress of Works and shall
promptly give such other relevant information as may be required by the
58
12.8 Inspection
12.8.1 The Authority‟s Engineer and its authorised representative shall at all times:
(a) have full access to all parts of the Site and to all places from which
natural Materials are being obtained for use in the Works; and
(b) during production, manufacture and Construction at the Site and at

the place of production, be entitled to examine, inspect, measure and
test the Materials and workmanship, and to check the progress of
manufacture of Materials.
12.8.2 The Concessionaire shall give the Authority‟s Engineer and its authorised
agents access, facilities and safety equipment for carrying out their
obligations under this Agreement.
12.8.3 The Authority‟s Engineer shall submit a monthly inspection report (the
“Inspection Report”) to the Authority and the Concessionaire bringing out
the results of inspections and the remedial action taken by the Concessionaire
in respect of Defects or deficiencies. For the avoidance of doubt, such
inspection or submission of Inspection Report by the Authority‟s Engineer
shall not relieve or absolve the Concessionaire of its obligations and
liabilities under this Agreement in any manner whatsoever.
12.9 Samples
The Concessionaire shall submit the following samples of Materials and

relevant information to the Authority‟s Engineer for review:
(a) manufacturer‟s test reports and standard samples of manufactured

Materials; and
(b) samples of such other Materials as the Authority‟s Engineer may

require.
12.10 Tests
12.10.1For determining that the Works conform to the Specifications and Standards,
the Authority‟s Engineer shall require the Concessionaire 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 Concessionaire shall, with due diligence,
carry out all the Tests in accordance with the Agreement and furnish the
results thereof to the Authority‟s Engineer. Of the total Tests for each
category or type to be undertaken by the Concessionaire under the provisions
of this Agreement and Good Industry Practice, the Authority‟s Engineer shall
(a) carry out or cause to be carried out, test checks equal to about 10% (ten
per cent) of the number of the Tests required to be undertaken by the
Concessionaire; and (b) witness or participate in at least 10% (ten per cent)
of the number of such Tests conducted or caused to be conducted by the
Concessionaire.
59
12.10.2In the event that results of any Tests conducted under this Clause 12.10
establish any Defects or deficiencies in the Works, the Concessionaire shall
carry out remedial measures and furnish a report to the Authority‟s Engineer
in this behalf. The Authority‟s Engineer shall require the Concessionaire 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 Concessionaire.
12.11 Examination of work before covering up
In respect of the work which the Authority‟s 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 Concessionaire shall give notice to the
Authority‟s Engineer whenever any such work is ready and before it is
covered up. The Authority‟s Engineer shall then either carry out the
examination, inspection or testing without unreasonable delay, or promptly
give notice to the Concessionaire that the Authority‟s 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 Concessionaire 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‟s Engineer to conduct its inspection, measurement or
test while the work is continuing. Provided further that in the event the
Concessionaire receives no response from the Authority‟s Engineer within a
period of 3 (three) business days from the date on which the
Concessionaire‟s notice hereunder is delivered to the Authority‟s Engineer,
the Concessionaire shall be entitled to assume that the Authority‟s Engineer
would not undertake the said inspection.
12.12 Rejection
12.12.1 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‟s
Engineer may reject such Plant, Material, design or workmanship by giving
notice to the Concessionaire, with reasons. The Concessionaire shall then
promptly make good the Defect and ensure that the rejected item complies
with the requirements of this Agreement.
12.12.2If the Authority‟s 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 Concessionaire and may be deducted by the Authority
from any monies due to be paid to the Concessionaire.
12.12.3 The Concessionaire shall not be entitled to any extension of time on account
of rectifying any Defect or retesting as specified in this Clause 12.12.
60
12.12.4 No examination, inspection, measurement or testing of any Plant, Material,

design or workmanship by the Authority‟s Engineer or its failure to convey
its observations or to examine, inspect, measure or test shall relieve the
Concessionaire of its obligations and liabilities under this Agreement in any
manner nor shall the Authority be liable for the same in any manner.
12.13 Remedial work
12.13.1Notwithstanding any previous test or certification, the Authority‟s Engineer

may instruct the Concessionaire to:
(a) remove from the Site and replace any Plant or Materials which are
not in accordance with the provisions of this Agreement;
(b) remove and re-execute any work which is not in accordance with the
provisions of this Agreement and the Specification and Standards;
and
(c) execute any work which is urgently required for the safety of the
Railway Project, whether because of an accident, unforeseeable event
or otherwise; provided that in case of any work which is required on
account of a Force Majeure Event, the provisions of Clause 22.6 shall
apply.
12.13.2If the Concessionaire fails to comply with the instructions issued by the
Authority‟s Engineer under Clause 12.13.1, within the time specified in the
Authority‟s Engineer‟s notice or as mutually agreed, the Authority‟s
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
Concessionaire and may be deducted by the Authority from any monies due
to be paid to the Concessionaire.
12.14 Delays during Construction
Without prejudice to the provisions of Clause 11.3.2, in the event the

Concessionaire does not achieve any of the Project Milestones within the
time period stipulated in Schedule-H or the Authority‟s 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
Concessionaire, and the Concessionaire shall, within 15 (fifteen) days of
such notice, by a communication inform the Authority‟s 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.
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12.15 Quality control records and Documents
The Concessionaire shall hand over to the Authority‟s Engineer a copy of all
its quality control records and Documents before the Completion Certificate
is issued pursuant to Clause 13.2.
12.16 Video recording
During the Construction Period, the Concessionaire 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.
12.17 Suspension of unsafe Construction Works
12.17.1Upon recommendation of the Authority‟s Engineer to this effect, or on its

own volition in cases of Emergency or urgency, the Authority may by notice
require the Concessionaire to suspend forthwith the whole or any part of the
Works if, in the reasonable opinion of the Authority‟s 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.
12.17.2 The Concessionaire shall, pursuant to the notice under Clause 12.17.1,
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
Concessionaire may by notice require the Authority‟s 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‟s Engineer, the
Authority shall either revoke such Suspension or instruct the Concessionaire
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 12.17 shall be repeated until the Suspension hereunder is revoked.
12.17.3Subject to the provisions of Clause 22.6, 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
Concessionaire; 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.
12.17.4 If Suspension of Works is for reasons not attributable to the Concessionaire,

the Authority‟s Engineer shall determine any Time Extension to which the
Concessionaire is reasonably entitled.
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ARTICLE 13
COMPLETION CERTIFICATE
13.1 Tests on completion
13.1.1 No later than 30 (thirty) days prior to the likely completion of the Railway
Project, the Concessionaire shall prepare and submit to the Authority‟s
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 or the Indian Railways Manual of A.C. Traction, as
the case may be, and notify the Authority‟s 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‟s Engineer shall, in
consultation with the Concessionaire, determine the date and time of each of
the Tests, and inform the Authority who may designate its representative to
witness the Tests. The Concessionaire shall provide such assistance as the
Authority‟s Engineer may reasonably require for conducting the Tests. For
avoidance of doubts, the Parties agree that in the event of the Concessionaire
and the Authority‟s Engineer failing to mutually agree on the dates for
conducting the Tests, the Concessionaire shall fix the dates by giving not less
than 10 (ten) days‟ notice to the Authority‟s Engineer.
13.1.2 All Tests shall be conducted in accordance with Schedule-I at the cost and
expense of the Concessionaire; provided, however, that the trial running on
railway track shall be undertaken at the cost and expense of the Authority.
The Authority‟s 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‟s 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 Concessionaire to remedy and rectify any Defect or
deficiency. Upon completion of each Test, the Authority‟s Engineer shall
provide to the Concessionaire and the Authority copies of all Test data
including detailed Test results. For the avoidance of doubt, the Parties
expressly agree that the Authority‟s Engineer may require the Concessionaire
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.
13.2 Provisional Certificate
13.2.1 Upon completion of Tests, the Authority‟s Engineer shall satisfy itself that
the Tests have been successful and the Railway Project is fit for opening to
traffic. Upon such determination, the Authority‟s Engineer shall issue to the
Concessionaire and the Authority a certificate substantially in the form set
forth in Schedule-J (the “Provisional Certificate”). The Authority‟s
Engineer may issue a Provisional Certificate even if certain Works forming
63
part of the Railway Project are not yet completed and in such an event, the
Provisional Certificate shall have appended thereto a list of outstanding items
signed jointly by the Authority‟s Engineer and the Concessionaire (the
“Punch List”). For the avoidance of doubt and by way of illustration, the
Punch List may include [fencing, tree plantation, rest areas, ***].
13.2.2 Upon issuance of the Provisional Certificate, the Authority‟s Engineer shall
forward to the Authority (i) copies of all Test data including Test results, and
(ii) the Documents submitted by the Concessionaire 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, as the case may be, for obtaining authorisation from the
Commissioner for Railway Safety.
13.2.3 The Concessionaire 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.
13.2.4 The Defects Liability Period for the Railway Project shall commence from
the date of issue of the Provisional Certificate.
13.2.5 The Parties hereto expressly agree that the Authority‟s Engineer may, upon
request of the Authority to this effect, issue a Provisional Certificate for part
of the Railway Project and the provisions of Clauses 13.1 and 13.2 shall
apply mutatis mutandis to such Provisional Certificate.
13.2.6 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 Concessionaire to the Authority upon issuance of
Provisional Certificate for the Railway Project or part thereof.
13.3 Completion of Punch List items
All items in the Punch List shall be completed by the Concessionaire within
90 (ninety) days of the date of issuance of the Provisional Certificate 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 Concessionaire to be calculated and paid for each day of
delay until all items are completed, at the lower of (a) 0.1% (zero point one
per cent) of the Performance Security, and (b) 0.2% (zero point two per cent)
of the cost of completing such items as estimated by the Authority‟s
Engineer. Subject to payment of such Damages, the Concessionaire shall be
entitled to a further period not exceeding 120 (one hundred and twenty) days
for completion of the Punch List items. For the avoidance of doubt, it is
agreed that if completion of any item in the 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‟s Engineer in accordance with
Good Industry Practice, and such completion date shall be deemed to be the
64
date of issue of the Provisional Certificate for the purposes of Damages, if

any, payable for such item under this Clause 13.3.
13.4 Completion Certificate
13.4.1 Upon completion of all items in the Punch List and issuance of authorisation
by the Commissioner of Railway Safety, the Authority‟s Engineer shall issue
forthwith to the Concessionaire and the Authority a completion certificate
substantially in the form set forth in Schedule-J (the “Completion
Certificate”) separately for and in respect of each Provisional Certificate
issued.
13.4.2 Upon receiving the Completion Certificate, the Concessionaire shall remove
its equipment, Materials, debris and temporary Works from the Site 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 Concessionaire an amount equal to 120% (one
hundred and twenty per cent) of the actual cost of removal incurred by the
Authority.
13.5 Rescheduling of Tests
If the Authority‟s Engineer certifies to the Authority and the Concessionaire

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 Concessionaire shall
be entitled to re-schedule the Tests and hold the same as soon as reasonably
practicable.
13.6 Commercial Operation Date (COD)
13.6.1 The Project shall be deemed to be complete when the Completion Certificate
or the Provisional Certificate, as the case may be, is issued under the
provisions of this Article 13, and accordingly the commercial operation date
of the Project shall be the date on which such Completion Certificate or the
Provisional Certificate is issued (the “COD”). Upon COD the
Concessionaire shall be entitled to demand and collect Annuity Payments in
13.6.2 In the event of delay in issuance of authorisation by the Commissioner of

Railway Safety beyond a period of 90 (ninety) days from the date of issue of
the Provisional Certificate, the Concessionaire shall be entitled to Damages
for delay at a rate equal to 0.1% (zero point one per cent) of the amount of
Performance Security for delay of each day until COD is achieved.
13.6.3 Subject to the provisions of Clause 11.3, if COD does not occur prior to the
91st (ninety first) day after the Scheduled Completion Date, unless the delay
is on account of reasons attributable to the Authority or due to Force
Majeure, the Concessionaire shall pay Damages to the Authority in a sum
calculated at the rate of 0.1% (zero point one per cent) of the amount of
Performance Security for delay of each day until COD is achieved.
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ARTICLE 14
CHANGE OF SCOPE
14.1 Change of Scope
14.1.1 The Authority may, notwithstanding anything to the contrary contained in

this Agreement, require the Concessionaire 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
Concessionaire 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 14.
14.1.2 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 9.3.3; provided that, subject to Clause 14.5, 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 related to project, Plant, Materials or services

which are not included in the Scope of the Project, including any
associated Tests on completion of Construction.
14.2 Procedure for Change of Scope
14.2.1 In the event of the Authority determining that a Change of Scope is

necessary, it may direct the Authority‟s Engineer to issue to the
Concessionaire a notice specifying in reasonable detail the Works and
services contemplated there under (the “Change of Scope Notice”).
14.2.2 Upon receipt of a Change of Scope Notice, the Concessionaire shall, with
due diligence, provide to the Authority and the Authority‟s Engineer such
information as is necessary, together with preliminary Documentation in
support of:
(a) the impact, if any, which the Change of Scope is likely to have 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) break down of the quantities, unit rates and cost for different
items of work;
(ii) proposed design for the Change of Scope; and
66
(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 14.4.2, the Contract Price shall be increased or
decreased, as the case may be, on account of Change of Scope.
14.2.3 The Concessionaire‟s quotation of costs for the Change of Scope shall be
determined as follows:
The cost of work shall be derived on the basis of applicable schedule of rates
for the relevant zone of the Railways, and such rates shall be indexed
with reference to the WPI once every year at the commencement of
the financial year, with the base being the month and year of the
publication of the said schedule of rates; provided, however, that for
any item not included in the schedule of rates, the prevailing market
rates as determined in accordance with Good Industry Practice by the
Authority‟s Engineer shall apply.
14.2.4 Upon reaching an agreement, the Authority shall issue an order (the
“Change of Scope Order”) requiring the Concessionaire 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 Concessionaire to

proceed with the performance thereof at the rates and conditions
approved by the Authority till the matter is resolved in accordance
with Article 27; or
(b) proceed in accordance with Clause 14.5.
14.2.5 The provisions of this Agreement, insofar as they relate to Works and Tests,
shall apply mutatis mutandis to the Works undertaken by the Concessionaire
under this Article 14.
14.3 Payment for Change of Scope
14.3.1 If there is positive (+ve) Change of Scope Order, then the amount shall be
paid in four equal instalments along with the Annuity Payments commencing
from the second instalment as illustrated in Schedule-Q (Sheet-I).
14.3.2 If there is negative (-ve) Change of Scope Order, then the amount shall be
deducted in instalments from the Annuity Payments commencing from the
first instalment till the complete amount is deducted. Each deduction shall
not exceed the 25% (twenty five percent) of the Annuity Payment as
illustrated in Schedule-Q (Sheet-II).
14.4 Restrictions on Change of Scope
14.4.1 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.
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14.4.2 Unless the Parties mutually agree to the contrary, the total value of all
Change of Scope Orders shall not exceed 10% (ten per cent) of the Contract
Price.
14.4.3 Notwithstanding anything to the contrary in this Article 14, no change

arising from any default of the Concessionaire 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.
14.5 Power of the Authority to undertake Works
14.5.1 In the event the Parties are unable to agree to the proposed Change of Scope
Orders in accordance with Clause 14.2, the Authority may, after giving
notice to the Concessionaire 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 Concessionaire 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 Concessionaire 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
Concessionaire 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.
14.5.2 The Works undertaken in accordance with this Clause 14.5 shall conform to
the Specifications and Standards and shall be carried out in a manner that
minimises disruption to the Project. 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 14.5.
$
The Authority shall transfer 75% (seventy five percent) of the amount so received to the first ranked
bidder whose bid shall have been matched by the Contractor.
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ARTICLE 15
TRAFFIC REGULATION
15.1 Traffic regulation by the Concessionaire
15.1.1 The Concessionaire 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.
15.1.2 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
Concessionaire 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 Concessionaire at its own cost. The Concessionaire shall take prior
approval of the Authority‟s Engineer for any proposed arrangement for
traffic regulation during Construction, which approval shall not be
unreasonably withheld.
15.1.3 In the event any Construction work is required to be executed in close

proximity of an existing operating system of Railways, the Concessionaire
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 16
DEFECTS LIABILITY
16.1 Defects Liability Period
16.1.1 The Concessionaire 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”).
[16.1.2 Without prejudice to the provisions of Clause 16.1.1, the Defects Liability
Period for and in respect of any Structure or Important Bridge specified in
Schedule B, or interlocking and telecom switching equipment comprising a
new technology shall be deemed to be extended by a further period of 2
(two) year after the expiry of the Defects Liability Period specified in Clause
16.1.1.]
16.2 Remedy and rectification of Defects and deficiencies
16.2.1 Without prejudice to the provisions of Clause 16.2.2, the Concessionaire

shall repair or rectify all Defects and deficiencies observed by the
Authority‟s Engineer during the Defects Liability Period within a period of
15 (fifteen) days from the date of notice issued by the Authority‟s Engineer
in this behalf, or within such reasonable period as may be determined by the
Authority‟s Engineer at the request of the Concessionaire, in accordance with
16.2.2 During a period of 2 (two) months from the date of issuance of Completion
Certificate, the Concessionaire 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; and (b) traction sub-stations
and switching posts.
16.3 Cost of remedying Defects
For the avoidance of doubt, any repair or rectification undertaken in

accordance with the provisions of Clause 16.2, including any additional
Tests, shall be carried out by the Concessionaire 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 Concessionaire; or
70
(d) failure by the Concessionaire to comply with any other obligation

under this Agreement.
16.4 Concessionaire’s failure to rectify Defects
In the event that the Concessionaire fails to repair or rectify such Defect or
deficiency within the period specified in Clause 16.2, the Authority shall be
entitled to get the same repaired, rectified or remedied at the
Concessionaire‟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
Concessionaire, be determined by the Authority‟s 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 Concessionaire and
may be deducted by the Authority from any monies due to the
Concessionaire.
16.5 Concessionaire to search cause
16.5.1 The Authority‟s Engineer may instruct the Concessionaire to examine the
cause of any Defect in the Works or part thereof before the expiry of the
Defects Liability Period.
16.5.2 In the event any Defect identified under Clause 16.5.1 is attributable to the
Concessionaire, the Concessionaire shall rectify such Defect within the
period specified by the Authority‟s Engineer, and shall bear the cost of the
examination and rectification of such Defect.
16.5.3 In the event such Defect is not attributable to the Concessionaire, the
Authority‟s Engineer shall, after due consultation with the Authority and the
Concessionaire, determine the costs incurred by the Concessionaire on such
examination and notify the same to the Concessionaire, with a copy to the
Authority, and the Concessionaire shall be entitled to payment of such costs
by the Authority.
16.6. Extension of Defects Liability Period
16.6.1 The Defects Liability Period shall be deemed to be extended till the
identified Defects under Clause 16.2 have been remedied.
16.6.2 Any Materials or Works with Defects identified under Clause 16.2 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.
16.6.3 The Concessionaire 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 17
AUTHORITY’S ENGINEER
17.1 Appointment of the Authority’s Engineer
17.1.1 The Authority shall appoint a railway engineer, to be the engineer under this
Agreement (the “Authority’s Engineer”).
17.1.2 The appointment of the Authority‟s Engineer shall be made no later than 15
(fifteen) days from the date of this Agreement. The Authority shall notify the
appointment or replacement of the Authority‟s Engineer to the
Concessionaire.
17.1.3 The staff of the Authority‟s Engineer shall include suitably qualified
engineers and other professionals who are competent to assist the Authority‟s
Engineer to carry out its duties.
17.2 Duties and functions of the Authority’s Engineer
17.2.1 The Authority‟s 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-K, 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 Concessionaire;
(c) the Termination Payment;
(d) providing Power Block or Traffic Block to the Concessionaire;
(e) approval of engineering scale plan, and signalling plan and route
control chart;
(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.2,000,000 (Rupees twenty lakh).
17.2.2 No decision or communication of the Authority‟s 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 17.2.1.
17.2.3 The Authority‟s 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‟s
Engineer within 10 (ten) days of the beginning of every month.
72
17.2.4 A true copy of all communications sent by the Authority to the Authority‟s
Engineer and by the Authority‟s Engineer to the Authority shall be sent
forthwith by the Authority‟s Engineer to the Concessionaire.
17.2.5 A true copy of all communications sent by the Authority‟s Engineer to the
Concessionaire and by the Concessionaire to the Authority‟s Engineer shall
be sent forthwith by the Authority‟s Engineer to the Authority.
17.3 Authorised signatories
The Authority‟s Engineer will designate and notify to the Concessionaire up

to 2 (two) persons under him to sign for and on behalf of the Authority‟s
Engineer, and any communication or Document required to be signed by the
Authority‟s Engineer shall be valid and effective only if signed by any of the
designated persons; provided that the Authority‟s Engineer may, by notice in
writing, substitute any of the designated persons by any of its employees.
17.4 Instructions of the Authority’s Engineer
17.4.1 The Authority‟s Engineer may issue to the Concessionaire instructions for
remedying any Defect. The Concessionaire shall take such instructions from
the Authority‟s Engineer only.
17.4.2 The instructions issued by the Authority‟s Engineer shall be in writing.

However, if the Authority‟s Engineer issues any oral instructions to the
Concessionaire, it shall confirm in writing the oral instructions within 2
(two) working days of issuing them.
17.4.3 In case the Concessionaire does not receive the confirmation of the oral
instructions within the time specified in Clause 17.4.2, the Concessionaire
shall seek the written confirmation of the oral instructions from the
Authority‟s Engineer and shall obtain acknowledgement from the
Authority‟s Engineer of the communication seeking written confirmation. In
case of failure of the Authority‟s Engineer to reply to the Concessionaire
within 2 (two) days of the receipt of the communication from the
Concessionaire, the Concessionaire may not carry out the instruction.
17.5 Determination by the Authority’s Engineer
17.5.1 The Authority‟s 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‟s Engineer. If such agreement is not achieved,
the Authority‟s Engineer shall make a fair determination in accordance with
this Agreement having due regard to all relevant circumstances. The
Authority‟s Engineer shall give notice to both the Parties of each such
agreement or determination, with supporting particulars.
17.5.2 Each Party shall give effect to each agreement or determination made by the
Authority‟s Engineer in accordance with the provisions of this Agreement.
Provided, however, that if any Party disputes any instruction, decision,
73
direction or determination of the Authority‟s Engineer, the Dispute shall be

resolved in accordance with the Dispute Resolution Procedure.
17.6 Remuneration of the Authority’s Engineer
The remuneration, cost and expenses of the Authority‟s Engineer shall be

borne by the Authority.
17.7 Replacement of the Authority’s Engineer
17.7.1 The Authority may, in its discretion, replace the Authority‟s Engineer at any
time, but only upon appointment of another Authority‟s Engineer in
accordance with Clause 17.1.
17.7.2 If the Concessionaire has reasons to believe that the Authority‟s 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‟s Engineer. Upon receipt of such
representation, the Authority shall hold a tripartite meeting with the
Concessionaire and Authority‟s Engineer and make best efforts for an
amicable resolution of the Dispute. In the event that the Authority‟s Engineer
is to be replaced, the Authority shall appoint forthwith another Authority‟s
Engineer in accordance with Clause 17.1. However, the decision of the
Authority in this regard will be final.
17.8 Interim Arrangement
In the event that the Authority has not appointed an Authority‟s Engineer, or
the Authority‟s 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‟s 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‟s Engineer,
and such functions shall be discharged as and when an Authority‟s Engineer
is appointed in accordance with the provisions of this Agreement. Provided,
however, that nothing contained in this Clause 17.8 shall in any manner
restrict the rights of the Authority to enforce compliance of the provisions of
this Agreement.
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75
Part IV
Financial Covenants
76
ARTICLE 18
FINANCIAL CLOSE
18.1 Financial Close
18.1.1 The Concessionaire shall at its cost, expenses and risk make such a financing
arrangement as would be necessary to finance the cost of the Project to meet
Project requirements and other obligations under this Agreement, in a timely
manner.
18.1.2 The Concessionaire hereby agrees and undertakes that it shall achieve
Financial Close, within a period of 120 (one hundred and twenty) days from
the date of this Agreement and in the event of delay, it shall be entitled to a
further grace period of 60 (sixty) days. For any delay after the expiry of
grace period, it shall be entitled to a further period of 120 (one hundred
twenty) days, subject to payment of Damages to the Authority in a sum
calculated at the rate of 0.1% (zero point one per cent) of the Performance
Security for each day of delay; provided that the Damages specified herein
shall be payable every week in advance and the period beyond the said grace
period of 60 (sixty) days shall be granted only to the extent of Damages so
paid; provided further that no Damages shall be payable if such delay in
Financial Close has occurred as a result of any default or delay by the
Authority in procuring satisfaction of the Conditions specified in Clause
5.1.3 or due to Force Majeure. For the avoidance of doubt, the Damages
payable hereunder by the Concessionaire shall be in addition to the
Damages, if any, due and payable under the provisions of Clause 4.12.
18.1.3 The Concessionaire shall, upon occurrence of Financial Close, notify the
Authority forthwith, and shall have provided to the Authority, at least 02
(two) days prior to the Financial Close, 03 (three) true copies of the Financial
Package and the Financial Model, duly attested by a Director of the
Concessionaire, along with 03 (three) soft copies of the Financial Model in
MS Excel version or any substitute thereof, which is acceptable to the Senior
Lenders.
18.2 Termination due to failure to achieve Financial Close
18.2.1 Notwithstanding anything to the contrary contained in this Agreement, but

subject to Clause 22.6.1, in the event that Financial Close does not occur, for
any reason whatsoever, within the period set forth in Clause 18.1.2 or the
extended period provided there under, all rights, privileges, claims and
entitlements of the Concessionaire under or arising out of this Agreement
shall be deemed to have been waived by, and to have ceased with the
concurrence of, the Concessionaire, and the Agreement shall be deemed to
have been terminated by mutual agreement of the Parties. Provided,
however, that in the event the Parties have, by mutual consent, determined
the Appointed Date to precede the Financial Close, the provisions of this
Clause 18.2.1 shall not apply.
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18.2.2 Upon Termination under Clause 18.2.1, the Authority shall be entitled to
encash the Performance Security and appropriate the proceeds thereof as
Damages; provided, however, that if Financial Close has not occurred due to
Force Majeure or primarily as a result of the Authority being in default of
any of its obligations under Clause 5.1.3, it shall, upon Termination, release
the Performance Security forthwith along with the Damages due and payable
under Clause 4.12.
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ARTICLE 19
PAYMENTS
19.1 Contract Price
19.1.1The Parties expressly agree that the Contract Price due and payable by the
Authority to the Concessionaire, for the cost of Construction of the Project
shall be paid in 60 (sixty) quarterly instalments each equal to Rs. *******
(Rupees ********) (Annuity Payment)†.The Contract Price shall be an
amount to be calculated:
Annuity Payment* (Total number of Instalments/1.8) (“Contract Price”).
The Contract Price specified hereinabove for payment to the Concessionaire

shall be inclusive of the cost of Construction, interest during Construction,
escalation during Construction, working capital, physical contingencies and
other costs, expenses and charges for and in respect of Construction of the
Project, save and except any additional costs arising on account of Change of
Scope, Change in Law, Force Majeure or Breach of this Agreement, which
costs shall be due and payable to the Concessionaire in accordance with the
provisions of the Agreement. For the avoidance of doubt, in the event of
deemed withdrawal of Works, the Contract Price shall be reduced in
accordance with Clause 9.3.4.
19.1.2 Unless otherwise stated in this Agreement, the Contract Price covers all the
Concessionaire‟s obligations for the Works under this Agreement and all
things necessary for the Construction and the remedying of any Defects in
the Railway Project during Defect Liability Period.
19.1.3 All payments under this Agreement shall be made in Indian Rupees.
19.2 Bonus on early completion
In the event that the Project Completion Date occurs prior to the Scheduled
Completion Date, the Concessionaire shall be entitled to receive a payment
of bonus equivalent to 0.03% (zero point zero three per cent) of the Annuity
Payment as specified in Clause 19.1.1for each day by which the Project
Completion Date precedes the Scheduled Completion Date, but subject to a
maximum of 3% (three per cent) of the Annuity Payment. Provided,
however, that the payment of bonus, if any, shall be made only after the issue
of the Completion Certificate. The bonus will be paid along with Annuity
Payments as specified in Clause 19.3.
†
Annuity payment shall be the amount specified in the bid of the selected bidder
79
19.3 Annuity Payments during Payback Period:
The Annuity Payment as quoted by the Concessionaire in the Bid and

subsequently agreed upon by the Parties shall be due and payable as
quarterly instalments over a period of about 15(fifteen) years commencing
from COD. There will thus be total 60 (sixty) instalments of Annuity
Payment. The 1st (first) instalment of Annuity Payments shall become due on
the last day of the quarter following the quarter in which COD lies. The
subsequent instalments shall become due on completion of each of the
successive quarter. The quarters will always be taken as commencing from
1st of April, July, October and January months of a calendar year. For
avoidance of doubt and by way of illustration, if COD of Project is on 15th
April (i.e., COD occurring is in Quarter April – June), then the first
instalment of Annuity Payment shall be due on 30th September. Similarly, if
the COD of Project is on 30th June (i.e., COD occurring in Quarter April –
June), the first instalment of Annuity Payment shall still be due on 30th
September. The Concessionaire will submit, a Statement of Payment due, to
the Authority for each quarter. The amount of each instalment shall be
payable within 15 days of its due date or the date on which payment due
statement is received from the Concessionaire, whichever is later. Annuity
payment shall be the amount specified in the Bid of the selected bidder.
19.4 Change in Law
19.4.1 If as a result of Change in Law, the Concessionaire suffers any additional

costs in the execution of the Works or in relation to the performance of its
other obligations under this Agreement, the Concessionaire 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‟s Engineer of such
additional costs due to Change in Law.
19.4.2 If as a result of Change in Law, the Concessionaire 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‟s Engineer of such reduction in
costs due to Change in Law.
19.4.3 The Authority‟s Engineer shall, within 15 (fifteen) days from the date of
receipt of notice from the Concessionaire 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. Payments or Deduction as the case may be,
shall be as mentioned in clause 19.4.4 and 19.4.5. No Interest shall be
payable/deductible on the value of Change of Scope order.
19.4.4 If there is addition to the Contract Price, then the amount shall be paid in four
equal instalments along with the Annuity Payments commencing from the
second instalment as illustrated in Schedule-Q (Sheet-I).
80
19.4.5 If there is reduction to the Contract Price, then the amount shall be deducted
in instalments from the Annuity Payments commencing from the first
instalment till the complete amount is deducted. Each deduction shall not
exceed the 25% (twenty five percent) of the Annuity Payment as illustrated
in Schedule-Q (Sheet-II).
19.5 Payment of Change of Scope Order
19.5.1 The Parties agree that for any Change of Scope in the work, the procedure
shall be followed as per Article 14 of this Agreement. Payments or
Deduction as the case may be, shall be as mentioned in clause 19.5.2 and
19.5.3. No Interest shall be payable/deductible on the value of Change of
Scope order.
19.5.2 If there is +ve (positive) Change order, then the amount shall be paid in four
equal instalments along with the Annuity Payments commencing from the
second instalment as illustrated in Schedule-Q (Sheet-I).
19.5.3. If there is –ve (negative) Change order, then the amount shall be deducted in
instalments from the Annuity Payments commencing from the first
instalment till the complete amount is deducted. Each deduction shall not
exceed the 25% (twenty five percent) of the Annuity Payment as illustrated
in Schedule-Q (Sheet-II).
19.6 Treatment of Incomplete Works
19.6.1 The Parties acknowledge and agree that in the event COD occurs upon
issuance of a Provisional Certificate, the Annuity Payments specified in this
Article 19 shall be made as if all Works comprising the Project have been
completed. The Works remaining incomplete shall be completed by the
Concessionaire in accordance with the provisions of this Agreement and
thereupon, the Completion Certificate shall be issued forthwith.
19.6.2 In the event the Authority determines that any incomplete Works referred to
in Clause 19.5.1 are not required to be completed for any reason, it shall
modify the Scope of the Project in accordance with the provisions of Article
14 and the Annuity Payments shall be reduced to reflect the sums saved by
the Concessionaire on account of such Change of Scope as per Clause 19.5.3.
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ARTICLE 20
ESCROW ACCOUNT
20.1 Escrow Account
20.1.1 The Concessionaire shall, prior to the Appointed Date, open and establish an
Escrow Account with a Bank (the “Escrow Bank”) in accordance with this
Agreement read with the Escrow Agreement.
20.1.2 The nature and scope of the Escrow Account are fully described in the
agreement (the “Escrow Agreement”) to be entered into amongst the
Concessionaire, the Authority, the Escrow Bank and the Senior Lenders
through the Lenders‟ Representative, which shall be substantially in the form
set forth in Schedule-O.
20.2 Deposits into Escrow Account
The Concessionaire shall deposit or cause to be deposited the following

inflows and receipts into the Escrow Account:
(a) all funds constituting the Financial Package;
(b) all fees in respect of the Project, including the proceeds of any rentals,
deposits, capital receipts or insurance claims; and
(c) all annuity payments by the Authority.
Provided that the Senior Lenders may make direct disbursements to the
Concessionaire in accordance with the express provisions contained in this
behalf in the Financing Agreements.
20.3 Withdrawals during Concession Period
20.3.1 The Concessionaire shall, at the time of opening the Escrow Account, give
irrevocable instructions, by way of an Escrow Agreement, to the Escrow
Bank instructing, inter alia, that deposits in the Escrow Account shall be
appropriated in the following order every month, or at shorter intervals as
necessary, and if not due in a month then appropriated proportionately in
such month and retained in the Escrow Account and paid out there from in
the month when due:
(a) all Taxes due and payable by the Concessionaire for and in respect of
the Project;
(b) all payments relating to Construction of the Project, subject to and in

accordance with the conditions, if any, set forth in the Financing
Agreements;
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(c) any amounts due and payable to the Authority;
(d) monthly proportionate provision of Debt Service due in an Accounting

Year;
(e) all payments and Damages certified by the Authority as due and
payable to it by the Concessionaire;
(f) monthly proportionate provision of debt service payments due in an

Accounting Year in respect of Subordinated Debt;
(g) any reserve requirements set forth in the Financing Agreements; and
(h) balance, if any, in accordance with the instructions of the

Concessionaire.
20.3.2 The Concessionaire shall not in any manner modify the order of payment
specified in Clause 20.3.1, except with the prior written approval of the
Authority.
20.4 Withdrawals upon Termination
20.4.1 Notwithstanding anything to the contrary contained in this Agreement, all

amounts standing to the credit of the Escrow Account shall, upon
Termination, be appropriated in the following order:
the Project;
(b) 90% (ninety per cent) of Debt Due excluding Subordinated Debt;
(c) outstanding payments due to the Authority;
(d) all payments and Damages certified by the Authority as due and
payable to it by the Concessionaire;
(e) retention and payments relating to the liability for Defects and
deficiencies set forth in Article 16;
(f) outstanding Debt Service including the balance of Debt Due;
(g) outstanding Subordinated Debt;
(h) any other payments required to be made under this Agreement; and
(i) balance, if any, in accordance with the instructions of the

Concessionaire:
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20.4.2 The provisions of this Article 20 and the instructions contained in the Escrow
Agreement shall remain in full force and effect until the obligations set forth
in Clause 20.4.1 have been discharged.
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ARTICLE 21
INSURANCE
21.1 Insurance for Works
21.1.1 The Concessionaire shall effect and maintain at its own cost the insurances
specified in Schedule-L and as per the requirements of Applicable Laws.
21.1.2 Subject to the provisions of Clause 22.6, the Concessionaire 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 21or
cannot be recovered from the insurers.
21.1.3 Subject to the exceptions specified in Clause 21.1.4 below, the

Concessionaire 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 Concessionaire

of this Agreement during the execution of the Works or the remedying of any
Defects therein.
21.1.4 Notwithstanding anything stated above in Clause 21.1.3, the Authority shall
fully indemnify the Concessionaire 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 Concessionaire.
Provided, that in the event of any injury or damage as a result of the

contributory negligence of the Concessionaire, the Authority shall be liable
to indemnify the Concessionaire 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 Concessionaire in such injury or damage.
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21.1.5 Without prejudice to the obligations of the Parties as specified under Clauses
21.1.3 and 21.1.4, the Concessionaire shall maintain or effect such third
party insurances as may be required under Applicable Laws.
21.1.6 The Concessionaire 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 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.
21.2 Notice to the Authority
No later than 15 (fifteen) days after the date of this Agreement, the
Concessionaireshall 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 21. Within 15 (fifteen) days of
receipt of such notice, the Authority may require the Concessionaireto 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.
21.3 Evidence of Insurance Cover
21.3.1 All insurances obtained by the Concessionairein accordance with this Article
21shall be maintained with insurers on terms consistent with Good Industry
Practice. Within 10(ten) days of obtaining any Insurance Cover, the
Concessionaireshall 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 Concessionaireto the
Authority. The Concessionaire shall act in accordance with the directions of
the Authority. Provided that the Concessionaire shall produce to the
Authority the insurance policies in force and the receipts for payment of the
current premia.
21.3.2 The Concessionaire shall procure and ensure the adequacy of the insurances
at all times in accordance with the provisions of this Agreement.
21.4 Remedy for failure to insure
If the Concessionaireshall 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 Concessionaire, 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 Concessionaire.
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21.5 Waiver of subrogation
All insurance policies in respect of the insurance obtained by the

Concessionairepursuant to this Article 21shall include a waiver of any and all
rights of subrogation or recovery of the insurers there under 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.
21.6 Concessionaire’swaiver
The Concessionairehereby 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 Concessionairemay
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 Concessionairepursuant 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.
21.7 Cross liabilities
Any such insurance maintained or effected in pursuance of this Article

21shall include a cross liability clause such that the insurance shall apply to
the Concessionaire and to the Authority as separately insured.
21.8 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 Concessionaire 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 Concessionaire 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.
21.9 Insurance against accident to workmen
The Concessionaire shall effect and maintain during the Agreement such
insurances as may be required to insure the Concessionaire‟s personnel and
any other persons employed by it on the Railway Project from and against
any liability incurred in pursuance of this Article 21 Provided that for the
purposes of this Clause 21.9, the Concessionaire‟s personnel/any person
employed by the Concessionaire shall include the Sub-contractor and its
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personnel. Provided further that in respect of any persons employed by any

Sub-contractor, the Concessionaire‟s obligations to insure as aforesaid under
this Clause 21.9 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 Concessionaire shall require
such Sub-contractor to produce before the Authority, when required, such
policy of insurance and the receipt for payment of the current premium
within 10 (ten) days of such demand being made by the Authority.
21.10 Application of insurance proceeds
The proceeds from all insurance claims, except life and injury, shall be paid
to the Concessionaire by credit to the Escrow Account and it shall,
notwithstanding anything to the contrary contained in Clause 20.3, apply
such proceeds for any necessary repair, reconstruction, reinstatement,
replacement, improvement or delivery of the Project, and the balance
remaining, if any, shall be applied in accordance with the provisions
contained in this behalf in the Financing Agreements.
21.11 Compliance with policy conditions
The Concessionaire expressly acknowledges and undertakes to fully

indemnify the Authority from and against all losses and claims arising from
the Concessionaire‟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
89
ARTICLE 22
FORCE MAJEURE
22.1 Force Majeure
As used in this Agreement, the expression “Force Majeure” or “Force

Majeure Event” shall mean occurrence in India of any or all of Non-
Political Event, Indirect Political Event and Political Event, as defined in
Clauses 22.2, 22.3 and 22.4 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.
22.2 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 Concessionaire,

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 22.3;
(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 Concessionairein any
proceedings for reasons other than (i) failure of the Concessionaireto
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 Concessionaire under its Sub-
contracts;
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(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.
22.3 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 Concessionaire for an
aggregate period exceeding 10 (ten) days in an Accounting Year;
(d) failure of the Authority to permit the Concessionaireto 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.
22.4 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 19.4;
(b) compulsory acquisition in national interest or expropriation of any

Project Assets or rights of the Concessionaireor 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,
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permit, authorisation, no objection certificate, consent, approval or

exemption required by the Concessionaireor 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 Concessionaire‟sor 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
(e) any event or circumstances of a nature analogous to any of the

foregoing.
22.5 Duty to report Force Majeure Event
22.5.1 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 22with 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.
22.5.2 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.
22.5.3 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
22.5.1, and such other information as the other Party may reasonably request
the Affected Party to provide.
22.6 Effect of Force Majeure Event on the Agreement
22.6.1 Upon the occurrence of any Force Majeure

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(a) prior to the Appointed Date, both Parties shall bear their respective
Force Majeure costs. In such case, the period set forth in Clause
4.1.3 for fulfilment of Conditions and the date for achieving Financial
Close shall be extended by a period equal in length to the duration of
the Force Majeure Event.
(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 Concessionaire, and to the extent Force
Majeure costs exceed such Insurance Cover, one half of such excess
amount shall be reimbursed by the Authority to the
Concessionairefor 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 Concessionaire.
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 Concessionaire.
22.6.2 Save and except as expressly provided in this Article 22, 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.
22.6.3 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 Concessionaire‟s obligations is affected on account of the
Force Majeure Event or its subsisting effects, as may be determined by the
22.6.4 Force Majeure costs for any event which results in any offsetting
compensation being payable to the Concessionaire by or on behalf of its Sub-
contractors shall be reduced by such amounts that are payable to the
Concessionaire by its Sub-contractors.
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22.7 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 22, 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.
22.8 Termination Payment for Force Majeure Event
22.8.1 If Termination is on account of a Non-Political Event, the Authority shall

make a Termination Payment to the Concessionaire in an amount equal to
90% (ninety per cent) of the Debt Due less Insurance Cover.
22.8.2 If Termination is on account of an Indirect Political Event, the Authority

shall make a Termination Payment to the Concessionaire in an amount equal
to:
(a) Debt Due less Insurance Cover; provided that if any insurance claims
forming part of the Insurance Cover are not admitted and paid, then
80% (eighty per cent) of such unpaid claims shall be included in the
computation of Debt Due; and
(b) 110% (one hundred and ten per cent) of the Adjusted Equity;
provided that in the event such Termination occurs after COD, such
Termination Payment shall in no case be less than the sum of Annuity
Payments remaining unpaid for and in respect of the Concession Period,
including interest thereon up to the Transfer Date.
22.8.3 If Termination is on account of a Political Event, the Authority shall make a

Termination Payment to the Concessionaire in an amount that would be
payable under Clause 24.3.3 as if it were an Authority Default.
22.9 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.
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22.10 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 23
SUSPENSION OF CONCESSIONAIRE’SRIGHTS
23.1 Suspension upon ConcessionaireDefault
Upon occurrence of a ConcessionaireDefault, 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
Concessionaireand may extend up to a period not exceeding 90 (ninety) days
from the date of issue of such notice; provided that upon written request from
the Concessionaire and the Lenders‟ Representative, the Authority shall
extend the aforesaid period of 90 (ninety) days by a further period not
exceeding 90 (ninety) days.
23.2 Authority to act on behalf of Concessionaire
23.2.1 During the period of Suspension, the Authority shall, on behalf of the
Concessionaire, be entitled to make withdrawals from the Escrow Account
for meeting the Construction expenses and for meeting the costs incurred by
it for remedying and rectifying the cause of Suspension, and thereafter for
defraying the expenses specified in Clause 20.3. For the avoidance of doubt,
in the event of Suspension during the Defect Liability Period, the Authority
shall continue to make the Annuity Payments under and in accordance with
this Agreement and deposit the same in the Escrow Account.
23.2.2 During the period of Suspension hereunder, all rights and liabilities vested in
the Concessionairein accordance with the provisions of this Agreement shall
continue to vest in the Concessionaireand all things done or actions taken,
including expenditure incurred by the Authority for discharging the
obligations of the Concessionaireunder and in accordance with this
Agreement shall be deemed to have been done or taken for and on behalf of
the Concessionaireand the Concessionaireundertakes to indemnify the
Authority for all costs incurred during such period. The
Concessionairehereby licences and sub-licences respectively, the Authority
or any other person authorised by it under Clause 23.1 to use during
Suspension, all Intellectual Property belonging to or licensed to the
Concessionairewith respect to the Railway Project and its design,
engineering, Construction and maintenance, and which is used or created by
the Concessionairein performing its obligations under the Agreement.
23.3 Revocation of Suspension
23.3.1 In the event that the Authority shall have rectified or removed the cause of
Suspension within a period not exceeding 60 (sixty) days from the date of
Suspension, it shall revoke the Suspension forthwith and restore all rights of
the Concessionaireunder this Agreement. For the avoidance of doubt, the
96
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.
23.3.2 Upon the Concessionairehaving cured the ConcessionaireDefault 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
Concessionaireunder this Agreement.
23.4 Substitution of Concessionaire
At any time during the period of Suspension, the Lenders‟ Representative, on

behalf of Senior Lenders, shall be entitled to substitute the Concessionaire
under and in accordance with the Substitution Agreement, and upon receipt
of notice there under from the Lenders‟ Representative, the Authority shall
withhold Termination for a period not exceeding 90 (ninety) days from the
date of Suspension, and any extension thereof under Clause 23.1, for
enabling the Lenders‟ Representative to exercise its rights of substitution on
behalf of Senior Lenders.
23.5 Termination
23.5.1 At any time during the period of Suspension under this Article 23, the
Concessionairemay by notice require the Authority to revoke the Suspension
and issue a Termination Notice. Subject to the rights of the Lenders‟
Representative to undertake substitution in accordance with the provisions of
this Agreement and within the period specified in Clause 23.4, the Authority
shall, within 15 (fifteen) days of receipt of such notice, terminate this
Agreement under and in accordance with Article 24 as if it is a
Concessionaire Default under Clause 24.1.
23.5.2Notwithstanding 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, or within the extended period, if any, set forth in
Clause 23.1, this 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 ConcessionaireDefault.
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ARTICLE 24
TERMINATION
24.1 Termination for Concessionaire Default
24.1.1 Save as otherwise provided in this Agreement, in the event that any of the
defaults specified below shall have occurred, and the Concessionaire 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
Concessionaire shall be deemed to be in default of this Agreement (the
“Concessionaire 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 Concessionaire fails to provide, extend or 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 8.2, the Concessionaire fails to
cure, within a Cure Period of 30 (thirty) days, the Concessionaire
Default for which the whole or part of the Performance Security was
appropriated;
(c) the Concessionaire does not achieve the latest outstanding Project
Milestone due in accordance with the provisions of Schedule-H,
subject to any Time Extension, and continues to be in default for 45
(forty five) days;
(d) the Concessionaire abandons or manifests intention to abandon the
Construction of the Railway Project without the prior written consent
of the Authority;
(e) the Concessionaire fails to proceed with the Works in accordance
with the provisions of Clause 11.1 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‟s Engineer;
(f) the Project Completion Date does not occur within the period
specified in Schedule-H for the Scheduled Completion Date, or any
extension thereof;
(g) failure to complete the Punch List items within the periods stipulated
therefore in Clause 13.3;
(h) the Concessionaire 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‟s
Engineer;
(i) the Concessionaire 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;
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(j) an Escrow Default has occurred and the Concessionaire fails to cure
the default within a Cure Period of 15 (fifteen) days;
(k) upon occurrence of a Financial Default, the Lenders‟ Representative
has by notice required the Authority to undertake Suspension or
Termination, as the case may be, in accordance with the Substitution
Agreement and the Concessionaire fails to cure the default within the
Cure Period specified hereinabove;
(l) a breach of any of the Project Agreements by the Concessionaire has
caused a Material Adverse Effect;
(m) the Concessionaire creates any Encumbrance in breach of this

Agreement;
(n) an execution levied on any of the assets of the Concessionaire has

caused a Material Adverse Effect;
(o) the Concessionaire is adjudged bankrupt or insolvent, or if a trustee
or receiver is appointed for the Concessionaire or for the whole or
material part of its assets that has a material bearing on the Project;
(p) the Concessionaire 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;
(q) a resolution for winding up of the Concessionaire is passed, or any
petition for winding up of the Concessionaire 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 Concessionaireis 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
Concessionaire are transferred to the amalgamated or reconstructed
entity and that the amalgamated or reconstructed entity has
unconditionally assumed the obligations of the Concessionaireunder
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
Concessionaireas at the Appointed Date;
(r) any representation or warranty of the Concessionaireherein contained
which is, as of the date hereof, found to be materially false or the
Concessionaireis at any time hereafter found to be in breach thereof;
(s) the Concessionairesubmits to the Authority any statement, notice or
other Document, in written or electronic form, which has a material
99
effect on the Authority‟s rights, obligations or interests and which is

false in material particulars;
(t) the Concessionaire has failed to fulfil any obligation, for which
failure Termination has been specified in this Agreement;
(u) the Concessionaire has failed to make any payment to the Authority
within the period specified in this Agreement; or
(v) the Concessionaire 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.
24.1.2 Without prejudice to any other rights or remedies which the Authority may
have under this Agreement, upon occurrence of a Concessionaire Default,
the Authority shall be entitled to terminate this Agreement by issuing a
Termination Notice to the Concessionaire; provided that before issuing the
Termination Notice, the Authority shall by a notice inform the
Concessionaireof its intention to issue such Termination Notice and grant 15
(fifteen) days to the Concessionaireto 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, subject to the provisions of
Clause 24.1.3.
24.1.3 The Authority shall, if there be Senior Lenders, send a copy of its notice of
intention to issue a Termination Notice referred to in Clause 24.1.2 to inform
the Lenders‟ Representative and grant 15 (fifteen) days to the Lenders‟
Representative, for making a representation on behalf of the Senior Lenders
stating the intention to substitute the Concessionaire in accordance with the
Substitution Agreement. In the event the Authority receives such
representation on behalf of Senior Lenders, it shall, in its discretion, either
withhold Termination for a period not exceeding 90 (ninety) days from the
date of such representation or exercise its right of Suspension, as the case
may be, for enabling the Lenders‟ Representative to exercise the Senior
Lenders‟ right of substitution in accordance with the Substitution
Agreement:
Provided that the Lenders‟ Representative may, instead of exercising the

Senior Lenders‟ right of substitution, procure that the default specified in the
notice is cured within the aforesaid period of 90 (ninety) days, and upon such
curing thereof, the Authority shall withdraw its notice referred to above and
restore all the rights of the Concessionaire:
Provided further that upon written request from the Lenders‟ Representative
and the Concessionaire, the Authority shall extend the aforesaid period of 90
(ninety) days by such further period not exceeding 90 (ninety) days, as the
Authority may deem appropriate.
24.2 Termination for Authority Default
24.2.1 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)
100
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 Concessionaireor 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 Concessionaire;
(b) the Authority has failed to make payment of any amount due and
payable to the Concessionairewithin the period specified in this
Agreement;
(c) the Authority has failed to provide, within a period of 180 (one
hundred and eighty) days from the Appointed Date, the
environmental clearances and forest clearances required for
Construction of the Railway Project;
(d) the Authority repudiates this Agreement or otherwise takes any action
that amounts to or manifests an irrevocable intention not to be bound
by this Agreement; or
24.2.2 Without prejudice to any other right or remedy which the Concessionaire
may have under this Agreement, upon occurrence of an Authority Default,
the Concessionaireshall, subject to the provisions of Substitution Agreement,
be entitled to terminate this Agreement by issuing a Termination Notice to
the Authority; provided that before issuing the Termination Notice, the
Concessionaireshall 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.
24.3 Termination Payment
24.3.1 Upon Termination on account of Concessionaire Default during the

Construction Period, no Termination Payment shall be due and payable for
and in respect of expenditure comprising the first 40% (forty per cent) of the
Contract Price and in the event of expenditure exceeding such 40% (forty per
cent) and forming part of Debt Due, the Authority shall pay to the
Concessionaire, by way of Termination Payment, an amount equal to 90%
(ninety per cent) of the Debt Due less Insurance Cover; provided that if any
insurance claims forming part of the Insurance Cover are not admitted and
paid, then 80% (eighty per cent) of such unpaid claims shall be included in
the computation of Debt Due, which shall apply in respect of the expenditure
exceeding such 40% (forty per cent). For the avoidance of doubt and by way
of illustration, the Parties agree that if the total expenditure incurred prior to
Termination is 90% (ninety per cent) of the Contract Price, the expenditure
eligible for computation of Termination Payment hereunder shall be 50%
(fifty per cent) of the Contract Price and the Termination Payment due and
payable in such event shall not exceed 45% (forty five per cent) of the
Contract Price. The Parties further agree that for the purposes of this Clause
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24.3.1, Contract Price shall mean the amount specified in the definition of
Contract Price in Clause 19.1.1 and 31.1. The Parties also agree that for
determining the Termination Payment under this Clause 24.3.1, the
expenditure comprising the latest Project Milestone shall also be reckoned.
24.3.2 Upon Termination on account of a Concessionaire Default during the Defect

Liability Period, the Authority shall pay to the Concessionaire, by way of
Termination Payment, an amount equal to 90% (ninety per cent) of the Debt
Due less Insurance Cover;
Provided that if any insurance claims forming part of the Insurance Cover are
not admitted and paid, then 70% (seventy per cent) of such unpaid claims
shall be included in the computation of Debt Due.
24.3.3 Upon Termination on account of an Authority Default, the Authority shall

pay to the Concessionaire, by way of Termination Payment, an amount equal
to:
(a) Debt Due; and

(b) 150% (one hundred and fifty per cent) of the Adjusted Equity;
24.3.4 Termination Payment shall become due and payable to the Concessionaire
within 30 (thirty) days of a demand being made by the Concessionaire to the
Authority with the necessary particulars, and in the event of any delay, the
Authority shall pay interest at a rate equal to 3% (three per cent) above the
Bank Rate 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.
24.3.5 The Concessionaire expressly agrees that Termination Payment under this
Article 24 shall constitute a full and final settlement of all claims of the
Concessionaire on account of Termination of this Agreement for any reason
whatsoever and that the Concessionaire or any shareholder thereof shall not
have any further right or claim under any law, treaty, convention, contract or
otherwise.
24.4 Certain limitations on Termination Payment
24.4.1 Termination Payment due and payable under this Agreement shall be
computed with reference to the Debt Due and Adjusted Equity, as the case
may be, in accordance with the provisions of this Agreement. The Parties
further agree that the Equity and Debt Due shall be arrived at by adopting the
proportion between debt and Equity as specified in the Financing
Agreements. The Parties also agree that for the purposes of computing
Termination Payment, the Debt Due shall at no time exceed 70% (seventy
per cent) of the Contract Price.
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24.4.2 The amount payable in respect of any Debt Due expressed in foreign
currency shall be computed at the Reference Exchange Rate for conversion
into the relevant foreign currency as on the date of Termination Payment.
Provided, however, that the provisions of this Clause 24.4.2 shall not apply if
the Concessionaire does not notify the particulars of any foreign currency
loans within 60 (sixty) days of the date of conversion of such foreign
currency loans into Indian currency. Provided further that all borrowings in
foreign currency shall be restricted to the financing of Project cost i.e.
Contract Price and any borrowings in excess thereof shall not qualify for
computation of Termination Payment.
24.5 Other rights and obligations of the Authority
Upon Termination for any reason whatsoever, the Authority shall:
(a) be deemed to have taken possession and control of the Project

forthwith;
(b) take possession and control of all Materials, stores, implements,

construction Plants and equipment on or about the Site;
(c) be entitled to restrain the Concessionaire and any person claiming

through or under the Concessionaire form entering upon the Site or any
part of the Project;
(d) succeed upon election by the Authority, without the necessity of any
further action by the Concessionaire, to the interests of the
Concessionaire under such of the Project Agreements as the Authority
may in its discretion deem appropriate, and shall upon such election be
liable to the Sub-contractors only for compensation accruing and
becoming due and payable to them under the terms of their respective
Project Agreements from and after the date the Authority elects to
succeed to the interests of the Concessionaire. For the avoidance of
doubt, the Concessionaire acknowledges and agrees that all sums
claimed by such Sub-contractors as being due and owing for Works
and services performed or accruing on account of any act, omission or
event prior to such date shall constitute debt between the
Concessionaire and such Sub-contractors, and the Authority shall not
in any manner be liable for such sums. It is further agreed that in the
event the Authority elects to cure any outstanding defaults under such
Project Agreements, the amount expended by the Authority for this
purpose shall be deducted from the Termination Payment.
24.6 Survival of rights
Notwithstanding anything to the contrary contained in this Agreement any

Termination pursuant to the provisions of this Agreement shall be without
103
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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ARTICLE 25
DIVESTMENT OF RIGHTS AND INTEREST
25.1 Divestment Requirements
25.1.1 Upon Termination, the Concessionaire shall comply with and conform to the
following Divestment Requirements:
(a) notify to the Authority forthwith the location and particulars of all
Project Assets;
(b) deliver forthwith the actual or constructive possession of the Railway

Project, free and clear of all Encumbrances, save and except to the
extent set forth in the Substitution Agreement;
(c) cure all Project Assets of all Defects and deficiencies so that the
Railway Project is compliant with the Specifications and Standards ;
provided that in the event of Termination during the Construction
Period, all Project Assets shall be handed over on „as is where is‟
basis after bringing them to a safe condition;
(d) deliver and transfer relevant records, reports, Intellectual Property

and other licences pertaining to the Railway Project and its design,
engineering, Construction, operation and maintenance, including all
programmes and Manuals pertaining thereto, and complete „as built‟
Drawings as on the Transfer Date. For the avoidance of doubt, the
Concessionaire represents and warrants that the Intellectual Property
delivered hereunder shall be adequate and complete for the design,
engineering, Construction, operation and maintenance of the Railway
Project and shall be assigned to the Authority free of any
Encumbrance;
(e) transfer and/or deliver all Applicable Permits to the extent

permissible under Applicable Laws;
(f) execute such deeds of conveyance, Documents and other writings as

the Authority may reasonably require for conveying, divesting and
assigning all the rights, title and interest of the Concessionaire in the
Project Assets, including manufacturers‟ warranties in respect of any
Plant or equipment and the right to receive outstanding insurance
claims, to the extent due and payable to the Authority, absolutely
unto the Authority or its nominee; and
(g) comply with all other requirements as may be prescribed or required

under Applicable Laws for completing the divestment and
assignment of all rights, title and interest of the Concessionaire in the
Railway Project, free from all Encumbrances, absolutely unto the
Authority or to its nominee.
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25.1.2 Subject to the exercise by the Authority of its rights under this Agreement or
under any of the Project Agreements to perform or procure the performance
by a third party of any of the obligations of the Concessionaire, the Parties
shall continue to perform their obligations under this Agreement,
notwithstanding the issuance of any Termination Notice, until the
Termination of this Agreement becomes effective in accordance with its
terms.
25.2 Inspection and cure
Not earlier than 90 (ninety) days prior to Termination but not later than 15
(fifteen) days prior to the effective date of such Termination, the Authority‟s
Engineer shall verify, after giving due notice to the Concessionaire
specifying the time, date and place of such verification and/or inspection,
compliance by the Concessionaire with the Specifications and Standards, and
if required, cause appropriate Tests to be carried out at the Concessionaire‟s
cost for this purpose. All Defects and deficiencies, if any, shall be cured by
the Concessionaire at its cost and the provisions of Article 16 shall apply,
mutatis mutandis, in relation to curing of Defects or deficiencies under this
Article 25.
25.3 Cooperation and assistance on transfer of Project
25.3.1 The Parties shall cooperate on a best effort basis and take all necessary
measures, in good faith, to achieve a smooth transfer of the Project in
accordance with the provisions of this Agreement so as to protect the safety
of and avoid undue delay or inconvenience to the members of the public.
25.3.2 The Parties shall provide to each other, 9 (nine) months prior to the Transfer
Date in the event of Termination by efflux of time and immediately in the
event of either Party conveying to the other Party its intent to issue a
Termination Notice, as the case may be, as much information and advice as
is reasonably practicable regarding the proposed arrangements for operation
of the Project following the Transfer Date.
25.4 Vesting Certificate
The divestment of all rights, title and interest in the Railway Project shall be
deemed to be complete on the date when all of the Divestment Requirements
have been fulfilled, and the Authority shall, without unreasonable delay,
thereupon issue a certificate substantially in the form set forth in Schedule-R
(the “Vesting Certificate”), which will have the effect of constituting
evidence of divestment by the Concessionaire of all of its rights, title and
interest in the Railway Project, and their vesting in the Authority pursuant
hereto. It is expressly agreed that any Defect or deficiency in the Divestment
Requirements shall not in any manner be construed or interpreted as
restricting the exercise of any rights by the Authority or its nominee on, or in
respect of, the Railway Project on the footing that all Divestment
Requirements have been complied with by the Concessionaire.
106
25.5 Divestment costs etc.
25.5.1 The Concessionaire shall bear and pay all costs incidental to divestment of
all of the rights, title and interest of the Concessionaire in the Project Assets
in favour of the Authority upon Termination, save and except that all stamp
duties payable on any deeds or Documents executed by the Concessionaire in
connection with such divestment shall be borne by the Authority.
25.5.2 In the event of any Dispute relating to matters covered by and under this
Article 25, the Dispute Resolution Procedure shall apply.
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Part VI
Other Provisions
108
ARTICLE 26
ASSIGNMENT AND CHARGES
26.1 Restrictions on assignment and charges
26.1.1 Subject to Clause 26.2 and 26.3, this Agreement shall not be assigned by the
Concessionaire 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.
26.1.2 Subject to the provisions of Clause 26.2, the Concessionaire shall not create
nor permit to subsist any Encumbrance, or otherwise transfer or dispose of
all or any of its rights and benefits under this Agreement or any Project
Agreement to which the Concessionaire is a party, except with prior consent
in writing of the Authority, which consent the Authority shall be entitled to
decline without assigning any reason.
26.2 Permitted assignment and charges
The restraints set forth in Clause 26.1 shall not apply to:
(a) liens arising by operation of law (or by an agreement evidencing the

same) in the ordinary course of business of the Project;
(b) mortgages/pledges/hypothecation of goods/assets other than Project

Assets and their related Documents of title, arising or created in the
ordinary course of business of the Project, and as security only for
indebtedness to the Senior Lenders under the Financing Agreements
and/or for working capital arrangements for the Project. For the
avoidance of doubt, the Senior Lenders would be entitled to create a
lien on the Escrow Account, subject to and without prejudice to the
rights of the Authority under this Agreement;
(c) assignment of rights, interest and obligations of the Concessionaire to

or in favour of the Lenders‟ Representative as nominee and for the
benefit of the Senior Lenders, to the extent covered by and in
accordance with the Substitution Agreement as security for financing
provided by Senior Lenders under the Financing Agreements; and
(d) liens or Encumbrances required by any Applicable Law.
26.3 Substitution Agreement
26.3.1 The Lenders‟ Representative, on behalf of Senior Lenders, may exercise the
right to substitute the Concessionaire pursuant to the agreement for
substitution of the Concessionaire (the “Substitution Agreement”) to be
entered into amongst the Concessionaire, the Authority and the Lenders‟
Representative, on behalf of Senior Lenders, substantially in the form set
forth in Schedule-P.
109
26.3.2 Upon substitution of the Concessionaire under and in accordance with the
Substitution Agreement, the Nominated Company substituting the
Concessionaire shall be deemed to be the Concessionaire under this
Agreement and shall enjoy all rights and be responsible for all obligations of
the Concessionaire under this Agreement as if it were the Concessionaire;
provided that where the Concessionaire is in breach of this Agreement on the
date of such substitution, the Authority shall by notice grant a Cure Period of
120 (one hundred and twenty) days to the Concessionaire for curing such
breach.
26.4 Assignment by the Authority
Notwithstanding anything to the contrary contained in this Agreement, the

Authority may, after giving 60 (sixty) days‟ notice to the Concessionaire,
assign and/or transfer any of its rights and benefits and/or obligations under
this Agreement to an assignee who is, in the reasonable opinion of the
Authority, capable of fulfilling all of the Authority‟s then outstanding
obligations under this Agreement.
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ARTICLE 27
LIABILITY AND INDEMNITY
27.1 General indemnity
The Concessionaire 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 Concessionaire 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.
27.2 Indemnity by the Concessionaire
27.2.1 Without limiting the generality of Clause 27.1, the Concessionaireshall 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 Concessionaireto comply with Applicable Laws and

Applicable Permits;
(b) payment of Taxes required to be made by the Concessionairein

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 Concessionaireor any of its Sub-contractors which
are payable by the Concessionaireor any of its Sub-contractors.
27.2.2 Without limiting the generality of the provisions of this Article 27, the
Concessionaireshall 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 Concessionaireor by the Sub-contractors in performing
the Concessionaire‟sobligations 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 Concessionaireshall
make every reasonable effort, by giving a satisfactory bond or otherwise, to
111
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 Concessionaireshall 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
Concessionaireis unable to secure such licence within a reasonable time, the
Concessionaireshall, 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.
27.3 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.
27.4 Defence of claims
27.4.1 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.
27.4.2 If the Indemnifying Party has exercised its rights under Clause 27.3, the
Indemnified Party shall not be entitled to settle or compromise any claim,
action, suit or proceeding without the prior written consent of the
112
Indemnifying Party (which consent shall not be unreasonably withheld or

delayed).
27.4.3 If the Indemnifying Party exercises its rights under Clause 27.3, 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
(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 27.4.3 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.
27.5 No consequential claims
Notwithstanding anything to the contrary contained in this Article 27, 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.
27.6 Survival on Termination
The provisions of this Article 27shall survive Termination.
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ARTICLE 28
DISPUTE RESOLUTION
28.1 Dispute Resolution
28.1.1 Any dispute, difference or controversy of whatever nature howsoever arising

under or out of or in relation to this Agreement (including its interpretation)
between the Parties, and so notified in writing by either Party to the other
Party (the “Dispute”) shall, in the first instance, be attempted to be resolved
amicably in accordance with the conciliation procedure set forth in Clause
28.2.
28.1.2 The Parties agree to use their best efforts for resolving all Disputes arising
under or in respect of this Agreement promptly, equitably and in good faith,
and further agree to provide each other with reasonable access during normal
business hours to all non-privileged records, information and data pertaining
to any Dispute.
28.2 Conciliation
In the event of any Dispute between the Parties, either Party may call upon
an officer of the Authority, not below the rank of Chief Administrative
Officer/Const.,or such other person as the Parties may mutually agree upon
(the “Conciliator”) to conciliate and assist the Parties in arriving at an
amicable settlement thereof. Failing conciliation by the Conciliator or
without the intervention of the Conciliator, either Party may require such
Dispute to be referred to the General Manager of the zonal railway and the
Chairman of the Board of Directors of the Concessionairefor amicable
settlement, and upon such reference, the said persons shall meet no later than
7 (seven) business days from the date of reference to discuss and attempt to
amicably resolve the Dispute. If such meeting does not take place within the
7 (seven) business day period or the Dispute is not amicably settled within
15 (fifteen) business days of the meeting or the Dispute is not resolved as
evidenced by the signing of written terms of settlement within 30 (thirty)
business days of the notice in writing referred to in Clause 28.1.1 or such
longer period as may be mutually agreed by the Parties, either Party may
refer the Dispute to arbitration in accordance with the provisions of Clause
28.3.
28.3 Arbitration
28.3.1 Any Dispute which is not resolved amicably by conciliation, as provided in

Clause 28.2, shall be finally decided by reference to arbitration by an arbitral
tribunal constituted in accordance with Clause 28.3.2. Such arbitration shall
be held in accordance with the Rules of Arbitration of the International
Centre for Alternative Dispute Resolution, New Delhi (the “Rules”), or such
other rules as may be mutually agreed by the Parties, and shall be subject to
the provisions of the Arbitration Act. The placeof such arbitration shall be
the capital of the State and the language of arbitration proceedings shall be
English.
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28.3.2 There shall be a Board of three arbitrators, of whom each Party shall select
one, and the third arbitrator shall be appointed by the two arbitrators so
selected and in the event of disagreement between the two arbitrators, the
appointment shall be made in accordance with the Rules.
28.3.3 The arbitrators shall make a reasoned award (the “Award”). Any Award
made in any arbitration held pursuant to this Article 28 shall be final and
binding on the Parties as from the date it is made, and the Concessionaireand
the Authority agree and undertake to carry out such Award without delay.
28.3.4 This Agreement and the rights and obligations of the Parties shall remain in
full force and effect, pending the Award in any arbitration proceedings
hereunder.
28.3.5 In the event the Party against whom the Award has been granted challenges
the Award for any reason in a court of law, it shall make an interim payment
to the other Party for an amount equal to 75% (seventy five per cent) of the
Award, pending final settlement of the Dispute. The aforesaid amount shall
be paid forthwith upon furnishing an irrevocable Bank Guarantee for a sum
equal to the aforesaid amount. Upon final settlement of the Dispute, the
aforesaid interim payment shall be adjusted and any balance amount due to
be paid or returned, as the case may be, shall be paid or returned with interest
calculated at the rate of 10% (ten per cent) per annum from the date of
interim payment to the date of final settlement of such balance.
28.4 Adjudication by a Tribunal
In the event of constitution of a statutory tribunal or other forum with powers

to adjudicate upon Disputes between the Concessionaire and the Authority,
all Disputes arising after such constitution shall, instead of reference to
arbitration under Clause 28.3, be adjudicated upon by such tribunal or other
forum in accordance with Applicable Laws and all references to Dispute
Resolution Procedure shall be construed accordingly.
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ARTICLE 29
RIGHTS AND TITLE OVER THE SITE
29.1 Licensee rights
For the purpose of this Agreement, the Concessionaire shall have rights to
the use of the Site as sole licensee subject to and in accordance with this
Agreement, and to this end, it may regulate the entry and use of the Railway
Project by third parties in accordance with and subject to the provisions of
this Agreement.
29.2 Access rights of the Authority and others
29.2.1 The Concessionaire shall allow free access to the Site at all times for the
authorised representatives of the Authority, Senior Lenders, and the
Authority‟s Engineer, and for the persons duly authorised by any the
Government Instrumentality to inspect the Railway Project and to investigate
any matter within their authority, and upon reasonable notice, the
Concessionaire shall provide to such persons reasonable assistance necessary
to carry out their respective duties and functions.
29.2.2 The Concessionaire shall, for the purpose of operation and maintenance of
any utility or road specified in Article 10, allow free access to the Site at all
times for the authorised persons and vehicles of the controlling body of such
utility or road.
29.3 Property Taxes
All property Taxes on the Site shall be payable by the Authority as owner of
the Site; provided, however, that any such Taxes payable by the
Concessionaire under Applicable Laws for use of the Site shall not be
reimbursed or payable bythe Authority.
29.4 Restriction on sub-letting
The Concessionaire shall not sub-license or sub-let the whole or any part of
the Site, save and except as may be expressly set forth in this Agreement;
provided that nothing contained herein shall be construed or interpreted as
restricting the right of the Concessionaire to appoint Contractors for the
performance of its obligations hereunder including for operation and
maintenance of all or any part of the Railway Project.
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ARTICLE 30
MISCELLANEOUS
30.1 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.
30.2 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).
30.3 Depreciation and interest
30.3.1 For the purposes of depreciation under the Applicable Laws, the property
representing the capital investment made by the Concessionaire in the
Project Assets shall be deemed to be acquired and owned by the
Concessionaire. For the avoidance of doubt, the Authority shall not in any
manner be liable in respect of any claims for depreciation to be made by the
Concessionaire under the Applicable Laws.
30.3.2 Unless otherwise specified, any interest payable under this Agreement shall
accrue on a daily outstanding basis and shall be compounded on the basis of
quarterly rests.
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30.4 Delayed payments
The Parties hereto agree that payments due from one Party to the other Party
under the provisions of this Agreement shall be made within the period set
forth therein, and if no such period is specified, within 30 (thirty) days of
receiving a demand along with the necessary particulars. In the event of
delay beyond such period, the defaulting Party shall pay interest for the
period of delay calculated at a rate equal to Bank Rate plus 3% (three
percent), save and except as otherwise specified in this Agreement. All
interest payment under this Agreement shall, save and except as otherwise
specified, be calculated at quarterly rests, and recovery thereof shall be
without prejudice to the rights of the Parties under this Agreement including
Termination thereof.
30.5 Waiver
30.5.1 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
(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.
30.5.2 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 there under 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.
30.6 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‟s

Engineer of any Document or Drawing submitted by the
Concessionairenor 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
Concessionairefrom its obligations, duties and liabilities under this
Agreement, Applicable Laws and Applicable Permits; and
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(b) the Authority shall not be liable to the Concessionaireby reason of

any review, comment, approval, observation or inspection referred to
in Sub-clause (a) above.
30.7 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.
30.8 Survival
30.8.1 Termination shall:
(a) not relieve the Concessionaireor 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.
30.8.2 All obligations surviving Termination shall only survive for a period of 3
(three) years following the date of such Termination.
30.9 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 Concessionairearising from the Request for
Qualification or Request for Proposals and bid submissions, as the case may
be, shall be deemed to form part of this Agreement and treated as such.
30.10 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
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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.
30.11 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.
30.12 Third parties
This Agreement is intended solely for the benefit of the Parties, and their
respective successors and permitted assigns, and nothing in this Agreement
shall be construed to create any duty to, standard of care with reference to, or
any liability to, any person not a Party to this Agreement.
30.13 Successors and assigns
This Agreement shall be binding upon, and inure to the benefit of the Parties
and their respective successors and permitted assigns.
30.14 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 Concessionaire, 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
Concessionairemay 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
Concessionairemay 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 Concessionaire; provided that if the
Concessionairedoes 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
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(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.
30.15 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.
30.16 Counterparts
This Agreement may be executed in two counterparts, each of which, when

executed and delivered, shall constitute an original of this Agreement.
30.17 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 Concessionaire 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.
30.18 Copyright and Intellectual Property rights
30.18.1As between the Parties, the Concessionaire shall retain the copyright and
other Intellectual Property rights in the Concessionaire‟s Documents and
other design Documents made by (or on behalf of) the Concessionaire. The
Concessionaire 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 Concessionaire‟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 Concessionaire‟s
Documents for the purposes of completing, operating, maintaining,
altering, adjusting, repairing and demolishing the Works, and
(c) in the case of Concessionaire‟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
Concessionaire:
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30.18.2The Concessionaire‟s Documents and other design Documents made by (or

on behalf of) the Concessionaire shall not, without the Concessionaire‟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 Clause
30.17.
30.18.3As between the Parties, the Authority shall retain the copyright and other
Intellectual Property rights in this Agreement and other Documents made
by (or on behalf of) the Authority. The Concessionaire 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 Concessionaire,
except as necessary for the purposes of the contract.
30.19 Limitation of Liability
30.19.1 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.
30.19.2 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 24and 27, 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 31
DEFINITIONS
31.1 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;
“Adjusted Equity “means the Equity funded in Indian Rupees and adjusted on the
first day of the current month (the “Reference Date”), in the manner set forth
below, to reflect the change in its value on account of depreciation and variations in
WPI, and for any Reference Date occurring:
(a) on or before COD, the Adjusted Equity shall be a sum equal to the Equity
funded in Indian Rupees and expended on the Project, revised to the extent of
one half of the variation in WPI occurring between the first day of the month
of Appointed Date and the Reference Date;
(b) from COD and until the 2nd(second) anniversary thereof, an amount equal to
the Adjusted Equity as on COD shall be deemed to be the base (the “Base
Adjusted Equity”) and the Adjusted Equity hereunder shall be a sum equal to
the Base Adjusted Equity, revised at the commencement of each month
following COD to the extent of variation in WPI occurring between COD
and the Reference Date;
For the avoidance of doubt, the Adjusted Equity shall, in the event of Termination,
be computed as on the Reference Date immediately preceding the Transfer Date;
provided that no reduction in the Adjusted Equity shall be made for a period equal to
the duration, if any, for which the Concession Period is extended, but the revision on
account of WPI shall continue to be made;
“Affected Party” shall have the meaning as set forth in Clause 22.1;
“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);
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“Agreement” means this Agreement, its Recitals, the Schedules hereto and any
amendments thereto made in accordance with the provisions contained in this
Agreement;
“Annuity Payments” shall have the meaning as set forth in 19.1.1;
“Applicable Laws” means all laws, brought into force and effect by GOI or the
State Government(s) including rules, regulations and notifications made there under,
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 date on which the Concessionaire has delivered the Performance Security
in accordance with the provisions of Article 8;
(b) the date on which the concessionaire has achieved Financial Close in
accordance with clause 18.1 or 150 (one hundred fifty) days from the date of
LOA, whichever is earlier.
(c) the date on which the Authority has provided the Right of Way on at least
90% (ninety per cent) of the total length of the Railway Project in conformity
with the provisions of Clause 9.2; and
(d) the date on which all Authority has provided to the Concessionaire the
environmental and forest clearances for Sections of the Railway Project
comprising 90% of the length thereof in accordance with the provisions of
Clause 5.3;
“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 24.2.1;
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“Authority’s Engineer” shall have the meaning as set forth in Clause 17.1.1;
“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 bank incorporated in India and having a minimum net worth of
Rs.1,000 crore (Rupees one thousand crore) or any other bank acceptable to the
Senior Lenders but does not include a bank in which any Senior Lender has an
interest;
“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 Date” means the last date of that calendar month, which date precedes the Bid
Due Date by at least 28 (twenty eight) days;
“Bid” means the Documents in their entirety comprised in the bid submitted by the
selected bidder/Consortium in response to the Request for Proposals in accordance
with the provisions thereof;
“Bid Security” means the bid security provided by the Concessionaire to the
Authority in accordance with the Request for Proposals, and which is to remain in
force until substituted by the Performance Security;
“COD or Commercial Operation Date” shall have the meaning as set forth in
Clause 13.6;
“Change in Law” means the occurrence of any of the following after the Base Date:
(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 Date;
(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 Date; 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 14;
“Change of Scope Notice” shall have the meaning asset forth in Clause 14.2.1;
“Change of Scope Order” shall have the meaning asset forth in Clause 14.2.4;
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“Completion Certificate” shall have the meaning as set forth in Clause 13.4;
“Concessionaire” shall have the meaning attributed thereto in the array of Parties
hereinabove as set forth in the Recitals;
“Concessionaire Default” shall have the meaning as set forth in Clause 24.1.1;
{“Consortium” means the consortium of entities which have formed a 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 calculated as (Annuity Payment * Nos. of Instalments)/1.8;
“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
Concessionairerequires any reasonable action by the Concessionairethat must
be approved by the Authority or the Authority‟s Engineer hereunder, the
applicable Cure Period shall be extended by the period taken by the
Authority or the Authority‟s Engineer to accord their approval;
“Damages” shall have the meaning as set forth in paragraph (w) of Clause 1.2.1;
“Debt Due” means the aggregate of the following sums expressed in Indian Rupees
outstanding on the Transfer Date:
(a) the principal amount of the debt provided by the Senior Lenders under the
Financing Agreements for financing the total Project cost i.e. Contract Price
(the “principal”);
$
This definition may be omitted if the Contractor is not a Consortium.
126
(b) all accrued interest, financing fees and charges payable under the Financing
Agreements on, or in respect of, the debt referred to in Sub-clause (a) above
until the COD but excluding (i) any penal interest or charges payable under
the Financing Agreements to any Senior Lender, and (ii) any pre-payment
charges in relation to accelerated repayment of debt except where such
charges have arisen due to Authority Default; and
(c) any Subordinated Debt which is included in the Financial Package and
disbursed by lenders for financing the total Project cost i.e. Contract Price;
provided that if all or any part of the Debt Due is convertible into Equity at the
option of Senior Lenders and/or the Concessionaire, it shall for the purposes of this
Agreement be deemed to be Debt Due even after such conversion and the principal
thereof shall be dealt with as if such conversion had not been undertaken;
provided further that the Debt Due, on or after COD, shall in no case exceed 70%
(seventy per cent) of the Contract Price;
“Debt Service” means the sum of all payments on account of principal, interest,
financing fees and charges due and payable in an Accounting Year to the Senior
Lenders for and in respect of Debt Due under the Financing Agreements;
“Defect” means any defect or deficiency in Construction of the Works or any part
thereof, which does not conform to the Specifications and Standards;
“Defects Liability Period” shall have the meaning as set forth in Clause 16.1;
“Dispute” shall have the meaning as set forth in Clause 28.1.1;
“Dispute Resolution Procedure” means the procedure for resolution of Disputes as

set forth in Article 28;
“Drawings” means all of the drawings, calculations and Documents pertaining to

the Railway Project as set forth in Schedule-G, 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 10.1;
127
“Equity” means the sum expressed in Indian Rupees representing the paid up equity
share capital of the Concessionaire for meeting the equity component of the Contract
Price, and for the purposes of this Agreement shall include convertible instruments
or other similar forms of capital, which shall compulsorily convert into equity share
capital of the Company, and any interest-free funds advanced by any shareholder of
the Company for meeting such equity component.
“Escrow Account” means an Account which the Concessionaire shall open and
maintain with a Bank in which all inflows and outflows of cash on account of capital
and revenue receipts and expenditures shall be credited and debited, as the case may
be, in accordance with the provisions of this Agreement, and includes the Sub-
Accounts of such Escrow Account;
“Escrow Agreement” shall have the meaning as set forth in Clause 20.1.2;
“Escrow Bank” shall have the meaning as set forth in Clause 20.1.1;
“Escrow Default” shall have the meaning as set forth in Schedule-O;
“Financial Close” means the fulfilment of all conditions precedent to the initial
availability of funds under the Financing Agreements;
“Financial Default” shall have the meaning as set forth in Schedule-P;
“Financial Package” means the financing package indicating the total capital cost
of the Project and the means of financing thereof, as approved by the Senior
Lenders, and includes Equity, all financial assistance specified in the Financing
Agreements and Subordinated Debt, if any;
“Financing Agreement” means the agreement executed by the Concessionaire in

respect of financial assistance to be provided by the Senior Lenders by way of loans,
guarantees, subscription to non-convertible debentures and other debt instruments
including loan agreements, guarantees, notes, debentures, bonds and other debt
instruments, security agreements, and other documents relating to the financing
(including refinancing) of the total Project cost (Contract Price), and includes
amendments or modifications made in accordance with Clause 4.2.2;
“Force Majeure” or “Force Majeure Event” shall have the meaning ascribed to it
in Clause 22.1;
[“GAD” or “General Arrangement Drawings” shall have the meaning as set forth
in Clause 5.1.3 (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
Concessionaireengaged 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 Concessionairein accordance with this Agreement, Applicable
Laws and Applicable Permits in reliable, safe, economical and efficient manner;
128
“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 Concessionaireunder
or pursuant to this Agreement;
“Important Bridge” means a bridge having a linear waterway of 300 metres or a

total water way of 1000 sqm or more;
“Indemnified Party” means the Party entitled to the benefit of an indemnity

pursuant to Article 27;
“Indemnifying Party” means the Party obligated to indemnify the other Party
pursuant to Article 27;
“Indirect Political Event” shall have the meaning as set forth in Clause 22.3;
“Insurance Cover” means the aggregate of the maximum sums insured under the
insurances taken out by the Concessionairepursuant to Article21, and includes all
insurances required to be taken out by the Concessionaireunder Clauses 21.1 and
21.9 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, trademarks, 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;
{“Lead Member” shall, in the case of a Consortium, mean the member of such
Consortium who shall have the authority to bind the Concessionaireand each
member of the Consortium; and shall be deemed to be the Concessionairefor the
purposes of this Agreement;}$
“LOA” or “Letter of Acceptance” means the letter of acceptance referred to in

Recital (E);
“Lenders’ Representative” means the person duly authorized by the Senior Lender
to act for and on behalf of the Senior Lenders with regard to matters arising out of or
in relation to this Agreement, and includes his successors, assigns and substitutes;
“Maintenance Manual” shall have the meaning ascribed to it in Clause 11.6;
$
This definition may be omitted if the Contractor is not a Consortium.
129
“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 Concessionaire for incorporation in the
Works or for the maintenance of the Railway Project;
“Non-Political Event” shall have the meaning as set forth in Clause 22.2;
“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 8.1;
“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 22.4;
“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
Concessionaireto execute Construction or maintenance Works;
“Programme” shall have the meaning as set forth in Clause 11.1.3;
“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 Agreements” means this Agreement, the Financing Agreements, O&M

Contract, and any other material agreements or contracts that may be entered into by
the Concessionaire with any person in connection with matters relating to, arising
out of or incidental to the Project, but does not include the Escrow Agreement,
Substitution Agreement, or any agreement for procurement of goods and services
involving a consideration of up to Rs.25 crore (twenty five crore)$;
“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,
$
This may be fixed at the higher of; (a) 2% (two per cent) of Contract Price; and (b) Rs.25 (twenty
five) crore.
130
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 Provisional Certificate
is issued;
“Project Completion Schedule” means the progressive Project Milestones set forth
in Schedule-H 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-H and
includes the Scheduled Completion Date;
“Proof Consultant” shall have the meaning as set forth in Clause 11.2.2;
“Provisional Certificate” shall have the meaning as set forth in Clause 13.2;
“Punch List” shall have the meaning as set forth in Clause 13.2.1;
“RBI” means the Reserve Bank of India, as constituted and existing under the
Reserve Bank of India Act, 1934, including any statutory modification or
replacement thereof, and its successors;
“Quality Assurance Plan” or “QAP” shall have the meaning as set forth in Clause
12.2.1;
“Railway Project” means the Works specified in this Agreement onthe railway line
from *** to *** having a length of *** kms in *** Zone;
“Re.”, “Rs.” or “Rupees” or “Indian Rupees” means the lawful currency of the
Republic of India;
“Request for Proposals” or “RFP” shall have the meaning as set forth in Recital
„D‟;
“Request for Qualification” or “RFQ” shall have the meaning as set forth in
Recital „C‟;
“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;
“Scheduled Completion Date” shall be the date as set forth in Clause 11.3.1;
“Scope of the Project” shall have the meaning as set forth in Clause 2.1;
“Senior Lenders” means the financial institutions, banks, multilateral lending

agencies, trusts, funds and agents or trustees of debenture holders, including their
131
successors and assignees, who have agreed to guarantee or provide finance to the
Concessionaire under any of the Financing Agreements for meeting all or any part of
the Total Project Cost i.e. Contract Price and who hold pari passu charge on the
assets, rights, title and interests of the Concessionaire;
“Section” means the portion of the railway line between two block stations;
“Site” shall have the meaning as set forth in Clause 9.1;
“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, andany modifications thereof, or additions thereto, as included
in the design and engineering for the Railway Project submitted by the
Concessionaireto, and expressly approved by, the Authority;
“Structures” means an elevated railway line or a flyover, as the case may be;
“Sub-contractor “means any person or persons to whom a part of the Works has
been subcontracted by the Concessionaire and the permitted legal successors in title
to such person, but not an assignee to such person;
“Subordinated Debt” means the aggregate of the following sums expressed in

Indian Rupees or in the currency of debt, as the case may be, outstanding as on the
Transfer Date:
(a) the principal amount of debt provided by lenders or the Concessionaire‟s

shareholders for meeting the Total Project Cost i.e. Contract Price and
subordinated to the financial assistance provided by the Senior Lenders; and
(b) all accrued interest on the debt referred to in Sub-clause (a) above but
restricted to the lesser of actual interest rate and a rate equal to 5% (five per
cent) above the Bank Rate in case of loans expressed in Indian Rupees and
lesser of the actual interest rate and 6 (six) month LIBOR (London Inter
Bank Offer Rate) plus 2% (two per cent) in case of loans expressed in
foreign currency, but does not include any interest that had fallen due 1 (one)
year prior to the Transfer Date;
provided that if all or any part of the Subordinated Debt is convertible into Equity at
the option of the lenders and/or the Concessionaire‟s shareholders, it shall for the
purpose of this Agreement be deemed to be Subordinated Debt even after such
conversion and the principal thereof shall be dealt with as if such conversion had not
been undertaken;
“Suspension” shall have the meaning as set forth in Article 23;
“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 imposed
by any Government Instrumentality, but excluding any interest, penalties and other
132
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 the Authority to the

Concessionaire, under and in accordance with the provisions of this Agreement,
upon Termination;
“Terms of Reference” or “TOR” shall have the meaning as set forth in Schedule
K;
“Tests” means the tests set forth in Schedule-J to determine the completion of
Works in accordance with the provisions of this Agreement;
“Time Extension” shall have the meaning as set forth in Clause 11.4.1;
“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.
“Transfer Date” means the date on which this Agreement and the Concession
hereunder expires pursuant to the provisions of this Agreement or is terminated by a
Termination Notice;
“User” means a person who travels or intends to travel on the Railway Project or
any part thereof on any train or vehicle;
“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
133
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 CONCESSIONAIRE 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}
134
Schedules
135
SCHEDULE - A
(See Clauses 2.1 and 9.1)
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 Concessionaire 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
Concessionaire, and such inventory shall form part of the memorandum
referred to in Clause 9.2.1 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.
136
Annex - I
(Schedule-A)
Site13
[Note: Through suitable Drawings and description in words, the land, buildings,
structures and track Works comprising the Site shall be specified briefly but
precisely in this Annex-I.]
[For new railway line]
1. Site
The Site of the Railway Project comprises the Section commencing from km *** to
km *** i.e. the *** - *** section in the State of *** in the **** Railway zone. 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:
S. Name Name Start End Length Remarks

No of of Chainage Chainage (km)
location location (km) (km)
From To
3. Land
The Site of the Railway Project comprises the land described below:
S. Name of Name Start End Land Remarks

No location of chainage chainage width
From location (km) (km) (m)
To
4. Details of existing structures and facilities on adjoining railway track

(For doubling or 3rdline projects or electrification)
_______________________
13
The contents of this Annexure-I may be suitably modified to reflect Project specific
requirements.
137
4.1 Permanent Way
Details of the Permanent Way on the Right of Way are:
S.
No. No. of km km to Route Minimum and Remarks
railway from km Maximum
line Implantation
(if electrified)
Double
line
Single
Line
4.2 Important Bridges
The Site includes the following Important Bridges:
S. No. Bridge Type of Structure No. of Width

No. and Spans (m)
location Foundat Sub- Superstru with span
(km) ion structu cture length
re (m)
4.3 Major Bridges
The Site includes the following Major Bridges:
S. No. Bridge Type of Structure No. of Width

No. and Spans (m)
location Foundat Sub- Superstruc with span
(km) ion struct ture length
ure (m)
138
4.4 Minor Bridges/culverts
The Site includes the following Minor Bridges and culverts:
S. No. Bridge Type of Structure No. of Width of the

No. and Spans bridge
location Foundat Sub- Superstruc with span (m)
(km) ion struct ture length
ure (m)
4.5 Tunnels
S. No. Block km from km to Remarks

Section
4.6 Railway Flyovers
The Site includes the following Railway Fly Over:
S. Block Span
No. Section Bridge No Type of Structure (Nos. × Width
and location length) (m)
(Km)
Foundn Sub- Super-
structure structure
4.7 Road under-bridges (RUB)/ road over-bridges (ROB)
The Site includes the following RUB (Road under railway line)/ ROB (road
over railway line):
S. Block Bridge No. Type of Structure Span (Nos. Width (m)/ ROB/
No. Section and location × length) height (m) RUB
(km) Foundn Super-
structure
139
4.8 Railway level crossings
The Site includes the following railway level crossings:
S. No. Block
Section Chainage LC TVUs LC Remarks
No Classi-
fication
4.9 Railway stations on Railway Project
The Site includes the following railway stations
S.
No. Station C.L. Nos. of Station Nos. of Remarks(
km Lines Building P.F. & Whether
Area Length Jn.
Station)
4.10 Railway yards
The Site includes the following railway yards:
Sr. No. Name of Yard Number of Lines Remarks
4.11 Foot over bridges on Railway Project
The Site includes the following foot over bridges:
S.
No. Station Chainage Span/Nos. of Remarks
Track
Block Section
140
4.12 Transmission lines crossing the Right of Way
The Site includes the following transmission lines crossing the Right of
Way:
S.No. Block Chainage HT/LT OH/UG Height above

Section (Specify RL/Depth below
KV) RL
4.13 Underground power line crossing the Right of Way
The Site includes the following Underground Power Line Crossings
Sr. Location System Distance of Structure Remarks

No. Voltage from centre of Track
4.14 Signalling infrastructure
The Site includes the following signalling infrastructure:
S.No. Station Standard of Existing Type of Remarks

Interlockin Signalling Signals
g System (Single
(RRI/TBM distant/
Rly etc.) double
distant/
colour
light etc.
141
4.15 Telecommunication infrastructure
The Site includes the following telecommunication infrastructure:
S.No. Station Control DOT Any other Availability

Phone Communication of OFC
4.16 [Any Other Structures]
[Provide details of other structures Feeding Post, Sub Station, SP, SSP etc., if
any.]
142
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
Concessionaire:
Sl. No From km to km Length Width Date of

(km) (m) providing Right
of Way
1 2 3 4 5
Part A:
Right of Way being
90% (ninety percent) Within 15
of the length of the (fifteen) days of
Project, under Clauses the signing of the
5.1.3 read with Agreement, or
Clauses 9.2 and 9.3 of the date of
the Agreement receiving the
Performance
Security from
the
Concessionaire,
whichever is
later.
(i) Full Right of Way

(full width)
a) Section
b) Section
c) Section
(ii) Part Right of Way
(part width)
a) Section
b) Section
c) Section
Total length *** km
143
Length
Sl. No From km to km Width Date of
(km) (m) providing Right
of Way
Part B
Balance of the Right

of Way not covered in
Part A above.
(iii) Balance Right of

Way
a) Section
b) Section
c) Section
Total length **** km
For Electrification Work*
The dates on which the Authority shall provide the Right of Way to the
Concessionaire on different Sections of the Site are specified below:
Sl. No From km to km Length Width Date of

(km)
(m) Providing
Right of way
1 2 3 4 5
For OHE work

(a) Section
(b) Section
(c) Section
For Sub-Station work
(a)
(b)
144
For Switching Posts
(a)
(b)
For Signalling work
(a) Station….
(b) Station….
Site for Service

Buildings, Tower
Wagon Sheds, Quarters
(a)
(b)
* Details to be provided for electrification Works only.
145
Annex - III
(Schedule-A)
Alignment Plans
The proposed alignment plan of the Railway Project Line is attached. This is based
on survey conducted by the Authority. The Concessionaire may modify the plan and
profile of the alignment so as to get the best fit designed alignment within the Right
of Way boundaries.
[For Railway Electrification]*
The proposed sectioning arrangement of the Railway Electrification Project is

attached.
* Delete it if not required.
146
Annex - IV
(Schedule-A)
Environment Clearances and Forest Clearances
1. Environment clearances*
(a) The following environment clearances have been obtained:
***
(b) The following environment clearances are awaited:
***
2. Forest clearances
(a) The following forest clearances have been obtained:
***
(b) The following forest clearances are awaited:
***
* If environmental is not required, it may be clearly stated.
147
SCHEDULE - B
(See Clause 2.1)
Development of the Railway Project
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.
2 Specifications and Standards
The Railway Project shall be designed and constructed in conformity with the
Specifications and Standards specified in Schedule-D.
148
Annex - I
(Schedule-B)
Description of Railway Project14
Description of Railway Project
[Note: Description of the Project shall be given by the Authority in detail together
with explanatory Drawings (where necessary) to explain the Authority’s
requirements precisely in order to avoid subsequent changes in the Scope of the
Project. The particulars that must be specified in this Schedule-B are listed below as
per the requirements of the Technical Specifications and Standards for Construction
and maintenance of Permanent Works, signalling and telecommunication Works and
overhead equipment. If any standards, specifications or details are not given in the
concerned Manuals, the minimum design/Construction requirements shall be
specified in this Schedule. In addition to these particulars, all other essential Project
specific details, as required, should be provided in order to define the Scope of the
Project clearly and precisely.]
1. Construction of Civil and Track Works
1.1 Operational Requirements
1.1.1 The Permanent Way shall be [single line/ double line] and designed to permit
the Authority to operate satisfactorily at a maximum design speed of ***
km/h. All the bridges and formation shall be constructed for *** loading
standard. Track shall be constructed for an axle load of ***.
1.2 Alignment
1.2.1 The alignment of the Railway Project shall be as per the alignment plans
given in Schedule A, Annex III. The Concessionaire is required to review
and revalidate it with respect to his own design. The Concessionaire is
permitted to modify the plan and profile so as to get the best fit designed
alignment of the Railway Project within the Right of Way boundaries set by
the Authority.
1.3 Geometric design and general features
1.3.1 Geometric design, gradients, curves and all other general features of the
Railway Project shall be in accordance with provisions of the Indian Railway
Permanent Way Manual.
1.3.2 The formation level at various chainages along the alignment is indicated in
the Project sheets. These shall be verified and corrected by the
Concessionaire in the final alignment design in conformity with the
Specification and Standards specified in the Permanent Way Manual.
14
requirements.
149
1.4 Bridges
1.4.1 All bridges shall be designed and constructed in accordance with the design
standards and specifications as per codes and Manuals specified in Schedule-
D.
1.4.2 All bridges shall be designed for the following minimum recurrence interval
of floods:
a) For Important and Major Bridges: 1 in 100 years
b) For Minor Bridges: 1 in 50 years
1.4.3 Width and cross-sections features of bridges:
[Attach typical cross-section]
[Provide details if any bridge is to be designed to carry utility services]
1.4.4 Minimum size of RCC box shall be in accordance with the Specifications
and Standards.
1.4.5 Important Bridges shall be constructed at the following locations:
[Attach GAD]
S.
No. Bridge Proposed Waterway Height above
No Location (m) bed-level (m)
1.4.6 Major Bridges shall be constructed at the following locations:
S.
No. Bridge Proposed Waterway Height above
No Location (m) bed-level (m)
1.4.7 Minor Bridges shall be constructed at the following locations:
S.
No. Bridge No Proposed Waterway Height above
150
Location (m) bed-level (m)
1.4.8 RCC Box/ Pipe Culvert
RCC Box/ pipe culverts will be constructed at the following locations:
S. No.
Location (km) Type of culvert Waterway (m) Length of barrel (m)
1.4.9 Railway flyovers
Railway Fly Overs shall be provided at the following crossings as per GAD
attached:
S. No.
Bridge No Crossing Length (m) Salient particulars
(Chainage)
1.4.10 Road under bridges (RUB)
Road under-bridges (RUB) shall be provided at the following crossings as

per GAD attached
S. No. Length of bridge (m) Remarks

Bridge No Crossing
(Chainage)
1.4.11 Road over bridges (ROB)
Road over bridges (ROB) shall be provided at the following crossings as per
GAD attached:
151
S. Bridge No Location Length of bridge Length of approach Remarks

No. (Chainage) (m) roads
1.5 Track
1.5.1 The track layout shall be based on the provisions contained in the Indian
Railways Permanent Way Manual [and specify other manuals, if any].
1.5.2 The final designs of the track layouts, including horizontal and vertical
alignment, station yard layouts, LWR plans etc shall be reviewed by the
Authority‟s Engineer in accordance with the provisions of the Agreement.
1.6 Railway level crossings
The railway level crossings shall be provided at following locations:
S. No.
Chainage LC No. Class Road Width
1.7 Track layouts in station yards
Station yards shall be constructed as per the final engineering scale plans.
[Site details showing the station yard Drawings for all stations to be
enclosed.]
1.8 Building Works:
All items of building Works shall conform to specification of Works of

concerned zonal railway. The building work shall include electrical internal
wiring with allied work, system electrical power supply arrangement with
transformer/main distribution supply, sanitary fittings, sewerage system,
water supply arrangement (bore wells, pump house, water tanks) and internal
fittings, approach roads, street lighting, boundary wall, fencing, Site
levelling, landscape elements, water harvesting and other Works incidental to
buildings. Building Works shall be deemed to include railway stations, staff
quarters, service buildings, buildings required for installation of equipment
for signalling, telecommunication and electrification Works, and facilities
along the railway line.
152
1.8.1 Railway stations
Railway stations shall be constructed at the following locations:

[Provide preliminary Drawings and other details to explain the Authority‟s
requirements]
S. No.
Name Centre line Nos. of Minimum Nos. of foot
of chainage platform width of over bridge
Station and their platform with width
individual (m) (m)
length
and width
(m)
(1) (2) (3) (4) (5) (6)
Nos. of stairs
on each Lifts/ PF Shelter Washable Watering Parking
platform (Nos.)*L*B Apron Line
Escalat (Sq. Metre)
ors
(7) (8) (9) (10) (11) (12)
1.8.2 Service buildings
Service buildings shall be constructed at each station as follows:

requirements]
S. No. Station Service building Area at ground floor

level
1.8.3 Staff quarters
Construction and development of staff colony comprising of following types of staff

quarters at each station:
153

requirements]
S. No. Station Type Single/Multi-storey No. Remarks
1.8.4 Out-door power supply, distribution, and lighting Works
[Provide details]
1.8.5 Water supply and distribution

Construction of bore wells, pump house, overhead tanks, etc
[Provide details]
1.8.6 Drainage system
Efficient drainage system for disposal of water from the buildings and for
drainage of the area shall be provided.
[Provide details]
1.8.7 Sewerage system
Construction of sewerage system
[Provide details]
1.9 Pedestrian Bridges
Foot over bridges for pedestrians crossing railway track/station shall be

constructed at as follows:
S. No. Station/ Length Width No. of

Block staircase
Section
1.10 Service roads/ internal roads/approach roads and footpaths
Service roads/ internal colony roads/approach roads and footpaths shall be

constructed at the locations and for the lengths and widths indicated below:
154
S. Road/Footpath Location Length Width Remarks

No. (km)
From km to k
1.11 Boundary walls, boundary pillars
[Provide details]
1.12 Signage information boards and posts
All signage, information boards and posts shall be provided which include
train Indication Board (TIB), Coach guidance system (CGS), utility boards
(such as cloak room, parcel, waiting rooms etc.) etc. in accordance with
[Specify requirements and relevant Specifications and Standards]
1.13 Drainage along the railway line
Drainage system including surface and subsurface drains for the Railway
Project shall be provided in accordance with the [specify relevant clauses and
name of the manual]
1.14 Embankment/slope protection Works
Requirement of retaining walls, boulder pitching, geo grid, turfing etc. shall
be specified.
1.15 Supply of Materials and stores
Requirement of store depot/maintenance depot for permanent way,

signalling, electrification etc. shall be as follows:
[Provide details of inventory for civil and track Works for stores]
S. No. Particulars Quantity Nos.
155
1.16 Compulsory afforestation and tree plantation
[Refer to the relevant orders of the Government Instrumentality and provide

details of number of trees which are required to be planted by the
Concessionaire as compensatory afforestation. Refer to the relevant
paragraphs of the Manuals and state its provisions for tree plantation.]
1.17 Any other requirements:
[Specify with relevant details to explain the Authority‟s requirements]
1.18 Change of Scope
The length of Structures and bridges specified hereinabove shall be treated as

an approximate assessment. The actual lengths as required on the basis of
detailed investigations shall be determined by the Concessionaire in
accordance with the Specifications and Standards. Any variations in the
lengths specified in this Schedule-B shall not constitute a Change of Scope,
save and except any variations in the length arising out of a Change of Scope
expressly undertaken in accordance with the provisions of Article 14.
2. Signalling and telecommunication
2.1 Signalling Works
2.1.1 All signalling Works including Survey, design, supply, installation, testing
and commissioning shall be executed in accordance with the provisions of
the Indian Railway Signal Engineering Manual.
2.1.2 Signalling Works at wayside stations

The details of signalling Works at wayside stations are:
S Description of Details of wayside stations
N work
Type of lifting
Type of block
of
of
Type of point
of
of
&
Type of train
operation &
arrangement
arrangement
interlocking
No of Lines
Signalling
detection
working
locking
locking
barrier
Details
station
system
siding
Name
Type
Std.
1 Survey, design, i.
supply, ii.
installation, iii.
testing, manuals iv.
for new ...
technology ...
equipment
installed each
place, supply of
completion
Drawings, and
commissioning
156
at wayside
stations
2 Inventory. [Specify Quantity with unit

Supply of the name of
signalling location(s)
spares: and the
quantity of
2.1 Electronic inventory
Interlocking or to be
Relay supplied at
Interlocking each
equipment location]
2.2 Power supply
system
2.3 Data logger
system
2.4 Axle counter
system
2.5 Signalling
cables
2.6 Power cables
2.7 Relays
2.8 Point
machines with
accessories
2.9 Train
Detection system
2.10 On Board
(Cab) equipment
for TPWS
system
2.11 Line side
equipment for
TPWS system
2.12 TMS (with
remote operation
system)
2.13 Any other
item/items for
functioning of
Signalling
system as per
contract
requirement.
2.14 Testing and
measuring tools
and equipment
157
as determined in
accordance with
the
manufacturer‟s
manuals
3 Integrated
testing and
commissioning
2.1.3 Signalling Works at major or junction stations:

The details of signalling Works at major/Junction stations are:
S Description of Details of Major/Junction stations

N work
of
Type of point
Type of lifting
Type of block
of
of
&
of
operation &
with adjacent
Type of train
arrangement
arrangement
arrangement
interlocking
No of Lines
Signalling
detection
Junction
working
stations
locking
locking
barrier
Details
station
system
siding
Name
Type
Std.
1 Survey, design, i.
supply, ii.
installation, iii.
testing, manuals iv.
for new ...
technology ...
equipment
installed for
each place,
supply of
completion
Drawings, and
commissioning
of
major/junction
stations
2 Inventory: [Specify
spares: and the
List spares 2.1 quantity of
to 2.14 as under inventory
paragraph 2.1.2 to be
above. supplied at
each
location]
3 Integrated
testing and
158
commissioning
2.1.4 Block Signalling (BPAC/Token/Token less).
Details of block signalling (BPAC/Token/Token less) are:
S Description of Details of Block signalling (BPAC/Token/Token less)

N work of block
or
Nominal length of each auto
No. of aspects for automatic

Type of block signalling system
Provision of intermediate block
Token/ Token less block working

Section
Details
Type of train detection system
Any other details (pl specify)

electrical
System of Block working
electromechanical)
Chainage (From)
Chainage (To)
(electronic,
signalling
section
signal
1 Survey, design,
supply,
installation,
testing, manuals
for new
technology
equipment
installed for
each place,
supply of
completion
Drawings, and
commissioning
of block
signalling
(BPAC/token/
tokenless)
2 Inventory: [Specify the Quantity with unit
Supply of name of
spares: and the
to 2.14 as under inventory to
paragraph 2.1.2 be supplied
above. at each
location]
3 Integrated
testing and
159
commissioning
2.1.5 Train Protection and Warning System (TPWS)
The details of the Train Protection and Warning System are:
S Description of Details of Train Protection and Warning System

N work
Details of block Line side equipment Single/ Any
section double other
Tachometer
Equipment,
On Board
Antenna,
Chainage Chainage line details
Wayside
Junction
section
station
station
(From) (To) section (pl
Auto
specify)
1 Survey, design,
supply,
installation,
testing, manuals
for new
technology
equipment
installed for
each place,
supply of
completion
Drawings, and
commissioning
of train
protection and
warning system
(TPWS)
2 Inventory, [Specify Quantity with unit
spares: and the
to 2.14 as under inventory
paragraph 2.1.2 to be
above. supplied at
each
location]
3 Integrated
testing and
commissioning
160
2.1.6 Sections
[Specify meaning and description of section, and give each Section a

unique name.]
Details of Sections
S Description of
N work
Train Detection (TC, Axle Counter, AFTC
System(TMS)/
Indoor/Outdoor Installation for IBS/IBH
Integrated Power supply at stations and
Point Operation and locking arrangement
EI/PI/RRI (New/ Modification)
Any other details (pl specify)

Block Proving Axle Counter
Centralised Traffic Control

Section single/ Double line
Signal arrangement system

Operation Control Centre
Management
LC Gate interlocking
LC Gate telephone
Name of Section
Block Signalling
UPS at OCC
LC Gate
or ABS
Train
etc.)
1 Survey, design,
supply,
installation,
testing, manuals
for new
technology
equipment
installed for
each place,
supply of
completion
Drawings, and
commissioning
2 Inventory: [Specify Quantity with unit

Supply of the
signalling name of
spares: location
(s) and
List spares 2.1 the
to 2.14 as under quantity
paragraph 2.1.2 of
above. inventor
y to be
supplied
at each
161
location
]
3 Integrated
testing and
commissioning
Construction must also include verification and validation of system installed and
independent certification for maintenance and operation system during its life cycle.
All other associated Materials and Works for completion not limited to items in the
above table as required for execution of the signalling and telecom Works to suit 25
KV has to be provided by the Concessionaire.
2.2 Telecommunication
2.2.1 All telecommunication Works including survey, design, supply, installation,

testing and commissioning shall be executed in accordance with the provisions of
the Indian Railway Telecom Manual.
2.2.2 Optic fibre cable system
Optic fibre cable supply, laying in trench in all types of soil including cable laying
through trenchless technique for road/road crossing, jointing, termination, testing
and design, supply, installation, testing and commissioning of STM, PD/I Mux
system including all associated control equipment to achieve the end goal .
S Description of Details of OFC system

N work
Chaina Type of Control office
Name of stations
ge STM equipment with

Power supply
equipment Power supply

multiplexer
Any other
equipme
Emerge
Type of
control
station
details
Short
From
Long
Haul
Way
haul
HQ
ncy
To
1 Survey, design, nt
supply,
installation,
testing, manuals
for new
technology
equipment
installed for each
place, supply of
completion
Drawings, and
commissioning
of optical fibre
cable
Communication
system
162
2 Inventory: Quantity with unit

Supply of
communication
spares:
2.1 Optical fibre

cable with
accessories
2.2 HDPE
duct with
accessories
2.3 Optical
fibre Digital
equipment‟s
(STM with
accessories)
2.4 Digital
Multiplexer
equipment‟s
(PDH with
accessories).
2.5 Power supply
of STM/PDH
with accessories
2.6 Control office
equipment with
accessories
(a) Way station
(b) HQ
(c) Power supply
2.7
Emergenc
y communication
system with
accessories
2.8 Any other
item/items for
functioning of
telecommunicatio
n system as per
contract
requirement.
2.9 Testing
and measuring
tools and
163
equipment as
determined in
accordance with
the
manufacturer‟s
manuals
3 Integrated
testing and
commissioning
2.2.3 Six quad telecom cable
Six quad telecom cable supply and laying in trench in all types of soil including
cable laying through trenchless technique for road/road crossing, jointing,
termination and testing including provision of EC sockets at every km for
Emergency communication and Level crossing gate.
S Description of work Details of 6 Quad telecom cable system

N
Chainage Name of LC gate Any other
From To stations No. details
1 Survey, design, supply, installation,
testing, manuals for new technology
equipment installed for each place, supply
of completion Drawings, and
commissioning of 6 Quad telecom cable
system
2 Inventory: Supply of communication Quantity with unit

spares:
2.1 Six quad telecom cable and accessories

2.2 Emergency sockets with box and pins
2.3 Any other item/items for functioning
of telecommunication system as per contract
requirement
2.4 Testing and measuring tools and
equipment as determined in accordance with
the manufacturer‟s manuals
3 Integrated testing and commissioning
164
2.2.4 Mobile train radio communication
Survey, design, supply, installation, testing and commissioning of mobile train radio
communication, including supply and installation of porta cabins/ service buildings,
towers, power supply equipment and antenna etc.:
S Description of work Details of Mobile Train Radio Communication system

N
Chainage
direction base
direction base
From To
Any other
Name of
No. of 3
No. of 2
station.
Details
service
service
station
station
1 Survey, design, supply, installation,
testing, manuals for new
technology equipment installed for
each place, supply of completion
Drawings, and commissioning of
mobile train radio communication
system
2 Inventory: Supply of Quantity with unit

communication spares:
2.1 Master switching centre

equipment
2.2 Base switching centre
equipment
2.3 DT/Cab radio/Handheld
2.4 Dispatch/Control terminals
2.5 OPH
2.6 GPH
2.7 GSM Set
2.8 Cab radio
2.9 Any other item/items for
functioning of telecommunication
system as per contract requirement
2.10 Testing and measuring tools
and equipment as determined in
accordance with the manufacturer‟s
manuals
3 Integrated testing and
commissioning
165
N work
of tele-
testing,
supply,
specified
locations
supply of
(A)
equipment
each place,
completion
S Description
installation,
manuals for
installed for
equipment at
Drawings, and
commissioning
1 Survey, design,
new technology
communication
of
Station
LC Gate
Operation control centre(OCC)
for other locations are:
2.2.5 Other locations
Automatic signalling block hut

Single/-double line Section
Optical fibre cable equipment
and accessories
Control office equipment
Master switching center
166
Base switching center
DT/Cab Radio/ Handheld
Dispatcher/Control terminals
OPH
GPH
GSM set
CAB Radio
Master Clock system
Video surveillance System
Details of telecommunication equipment
Telephone exchange
EC Sockets
The details of supply, testing and commissioning of telecommunication equipment
LC Gate Telephones
Earthing arrangements
Power supply equipment with

protection
Any other Details

Supply of
communication
spares:
2.1 Optical fibre
cable
communication
system
2.2 Mobile
Radio
communication
system
2.3 CCTV
system
2.4 Electronic
Exchange
system
2.5 Public
address system
2.6 Passenger
Information
display system
2.7 Digital Clock
system
2.8 Control
office
equipment‟s
with accessories
2.9 Master
switching centre
equipment
2.10 Base
switching centre
equipment
2.11 DT/Cab
radio/Handheld
2.12Dispatch/Co
ntrol terminals
2.13 OPH
2.14 GPH
2.15 GSM Set
2.16 Cab radio
2.17 Master
clock system
2.18 Any
other item/items
for functioning
of
telecommunicati
on system as per
167
contract
requirement.
2.19 Testing
and measuring
tools and
equipment as
determined in
accordance with
the
manufacturer‟s
manuals.
3 Integrated
testing and
commissioning
(B) Other Equipment
S Description of Details of telecommunication equipment

N work
other
system
Digital clock
information
PA system
Electronic
Passenger
exchange
LC Gate
display
Station
Details
CCTV
Any
1 Survey, design,
supply,
installation,
testing, supply
of manuals for
new technology
equipment
installed for
each place,
supply of
testing tools
and testing
equipment,
completion
Drawings, and
commissioning
of tele-
communication
equipment
168

Supply of
communication
spares:
2.1 Optical fibre
cable
communication
system
2.2 Mobile
Radio
communication
system
2.3 CCTV
system
2.4 Electronic
Exchange
system
2.5 Public
address system
2.6 Passenger
Information
display system
2.7 Digital Clock
system
2.8 Control
office
equipment‟s
with accessories
2.9 Master
switching centre
equipment
2.10 Base
switching centre
equipment
2.11 DT/Cab
radio/Handheld
2.12
Dispatch/Control
terminals
2.13 OPH
2.14 GPH
2.15 GSM Set
2.16 Cab radio
2.17 Master
clock system
2.18 Any
other item/items
for functioning
of
telecommunicati
169
on system as per
contract
requirement.
2.19 Testing
and measuring
tools and
equipment as
determined in
accordance with
the
manufacturer‟s
manuals.
3 Integrated
testing and
commissioning
above table as required for execution of the signalling and telecom Works to suit 25
KV has to be provided by the Concessionaire.
2.3 Any other requirements of signalling and telecommunication:
[Specify with relevant details to explain the Authority‟s requirements]
[3. Electrification of existing railway line
3.1 Overhead Equipment (OHE)
[Specify scope of the OHE work]
3.1.1 Regulated conventional type OHE with normal contact wire height 5.80
Metre
S.N. From Station to km to km Total Remarks

Station Track km
3.1.2 Regulated high rise type OHE with normal contact wire height 7.57
Metre

Station Track km
170
3.1.3 Regulated Tramway type OHE with normal contact wire height 5.80
metre

Station Track km
3.1.4 Regulated tramway type high rise OHE with normal contact wire height
7.57 metre.

Station Track km
3.1.5 Unregulated conventional type OHE with normal contact wire height
5.80 metre.

Station Track km
3.1.6 Unregulated type OHE high rise with normal contact wire height 7.57
metre.

Station Track km
3.2 25 KV Sectioning post (SP) and sub-sectioning post (SSP) (Switching Post)
S.N. Location Type of Remarks

Switching
171
Post
3.3 25 KV Booster Transformer and return conductor arrangement

[Specify scope of booster transformer stations]
S.N. From Station to km to km Length of Remarks

Station
RC
(Metres)
3.4 25 KV Auxiliary transformer stations
[Specify scope of auxiliary transformer stations]
S.N. Location Capacity Quantity Remarks
3.5 Traction sub-stations (TSS)
[Specify scope of TSS work]
S. Location Input Number of Capacity of Remarks

N. of TSS Voltage Transformers each
Transformer
3.6 High voltage transmission line from grid sub-station to railway TSS
[Specify scope of work]
172
3.6.1 Overhead transmission line
S.N. Location Total Nominal Single 3-Phase/ Remarks

km to km length Voltage Circuit/ 2- Phase
in km level Double
Circuit
3.6.2 Monopole overhead transmission line

in km level Double
Circuit
3.7 Underground high tension cable transmission

in km level Double
Circuit
3.8 Bay augmentation work at grid sub-station

Nominal Voltage
S.N. Location level Number of Remarks
bays
3.9 Supervisory control and data acquisition system (SCADA).
S.N. Item Quantity Remarks
1. Remote Control Centre with

SCADA Hardware and
software
173
2. Modification of existing
SCADA System
SCADA Equipment at
3 Traction Sub-Station
4 SCADA Equipment at
Switching Posts (SP/SSP)
3.10 Various electrical general services Works
3.11 Modification of HT power lines and crossings (raising of height)
Seria Item Nomin Single No of Designate Quantit Remark

l No. al Circuit Phase d current y s
Voltage / s carrying
level Double capacity
Circuit
1. Track
crossing
2. Along
the
Track
3.12 Modification of HT power lines and crossings (replacement by UG

cabling)
S.N Item Nomina Single No of Designated Quantit Remarks

. l Circuit Phase current y
Circuit
1. Track
crossing
2. Along
the
track
174
3.13 Modification of LT power lines and crossings (replacement by UG

cabling) :
S.N Item Nomina Single No of Designate Quantit Remark

. l Circuit Phase d current y s
Circuit
Track
1. crossin
g
Along
2. the
track
3.14 Extension of LT power supply for CLS Work:
Current capacity/
S.N. Location size of conductor Quantity Remarks
3.15 Extension/Augmentation of electrical power supply arrangements and

associated Works
S.N. Location Load (KWH) Remarks
3.16 Modifications of existing electrical Works
3.16.1 List modifications to existing switching posts, if any.
3.16.2 List modifications to existing OHE, including dismantling of OHE,

removal of brackets, cutting of masts, dismantling and removal of existing
auxiliary transformer
3.16.3 List modifications to existing traction substation, such as augmentation of

bay, addition or replacement of traction transformer, circuit breakers etc.
3.17 Inventory electrical
[Specify details of tools, equipment, Materials for supply to stores]
175
3.18 Signalling system (for electrification Works)
3.18.1 Modification to existing PI/RRI/EI systems and modification in

signalling system of LC gates
All signalling Works including design of signalling plan, route control chart
or selection/control table, panel diagram, wiring/circuit diagram, application
logic, interface details, cable route chart, cable core diagram, termination and
equipment position diagram etc. as part of the modification to the existing
signalling system along with supply, installation, testing and commissioning
shall be executed in accordance with the provision of IRSEM and signal and
Interlocking principles issued in the form of typical designs.
In addition to above, augmentation of existing service buildings to
accommodate additional signalling equipment/ racks etc shall be carried out.
The released Materials shall be transported to the railway depot within the
Site, as nominated by the Authority‟s Engineer.
(a) Modification in existing PI/RRI/EI systems.
S Description of Details of modifications

N work
lifting
metal or metal to
barrier & locking

Relay type (metal to
train
(relay, AC, AFTC

system
(Junction)/
Motor
and
other
Type of Signal feed
Std of interlocking
Cables (Sig/Tele)
(local or remote)
Wayside station
Details of siding
Name of station
Block working
Power supply
immunisation
arrangement
requirement
of
No of Lines
of
protection
detection
Earthing
carbon)
Major
Point
Type
Type
Etc.)
Any
1 Survey, Design,
Supply, Installation,
Testing, supply of
manuals for new
technology equipment
for each place, supply
of completion
Drawings, and
commissioning of
2 Supply of signalling Name of station Quantity with unit
176
spares:
2.1 Electronic
Interlocking or Relay
Interlocking equipment
2.2 Power supply
system
2.3 Data logger system
2.4 Axle counter system
2.5 Signalling cables
2.6 Power cables
2.7 Relays
2.8 Point machines with
accessories
2.9 Train Detection
system
2.10 Any other item/items
for functioning of
Signalling system as per
contract requirement.
2.11 Testing and
measuring tools and
equipment as determined
in accordance with the
manufacturer’s manuals
commissioning
(b) Modification in existing LC gate:

S Description of work Details of modifications
N
Type of lifting
other
feed (local or
and
Type of Signal
&
Power supply
arrangement
LC Gate No.
requirement
protection
(Sig/Tele)
Earthing
remote)
locking
Cables
barrier
Any
1 Survey, Design, Supply, Installation, Testing, supply
of manuals for new technology equipment for each
place, supply of completion Drawings, and
commissioning of
2 Supply of signalling spares: LC gate No. Quantity with unit
2.1 Electronic Interlocking or Relay Interlocking

equipment
2.2 Power supply system
2.6 Power cables
2.7 Relays
2.8 Train Detection system
2.9 Any other item/items for functioning of Signalling
system as per contract requirement.
2.10 Testing and measuring tools and equipment as
determined in accordance with the manufacturer’s
manuals
177
3.18.2 Commissioning of new Panel Interlocking/ Route Relay Interlocking

All signalling Works including design of signalling plan, route control chart
or selection/control table, panel diagram, wiring/circuit diagram, application
logic, interface details, cable route chart, c core diagram, termination and
equipment position diagram etc. as part of the detail design along with
supply, installation, testing and commissioning shall be executed in
accordance with the provision of IRSEM and signal and interlocking
principles issued in the form of typical designs.
In addition to above, provision of new service buildings to accommodate
signalling equipment, power supply equipment etc., shall be carried out.
Releasing and transporting the released Materials to railway depot nominated
by the Authority‟s Engineer.
S Description of Details of Major/Junction or Wayside stations

N work
Type of lifting
barrier & locking
Type of train
of
of
Junction (major)/
&
block
Type of point
adjacent
detection system
Wayside station
Details of siding
Name of station
arrangement
arrangement
arrangement
interlocking
No of Lines
Signalling
operation
Type of
Junction
working
stations
locking
Type
Std.
with
1 Survey, Design,
Testing, supply of
manuals for new
of completion
Drawings, and
commissioning of
2 Supply of signalling Name of station Quantity with unit
spares:
2.1 Electronic
Interlocking or Relay
Interlocking equipment
2.2 Power supply system
2.6 Power cables
2.7 Relays
2.8 Point machines with
accessories
2.9 Train Detection
system
2.10 On Board (Cab)
equipment for TPWS
system
2.11 Line side equipment
for TPWS system
2.12 TMS (with remote
operation system)
178
2.13 Any other item/items

for functioning of
Signalling system as per
contract requirement.
2.14 Testing and
measuring tools and

commissioning
3.18.3 Diversion of utilities like cables, location boxes and huts and lifting barriers
etc., wherever necessary shall be done prior to taking up of any work in the
vicinity of existing Signalling and Telecom systems.
3.18.4 All other associated Materials and Works for completion not limited to items
in the above table as required for execution of the signalling and telecom
Works to suit 25 KV has to be provided by the Concessionaire.
3.19 Telecommunication (for electrification Works)
3.19.1
a) Where optical fibre cable (OFC) and quad cable already exist in the
Section
Where optical fibre cable (OFC) and quad cable already exist in the Section , scope
of work includes supply , trenching and laying of 6 quad cables, jointing of quad
cables for provision of emergency sockets in the Section and SP/SSP/TSS /LC gates
etc., transferring the existing communication circuits including block on new cables,
supply and installation of power supply equipment, batteries and other telecom
equipment, supply and installation of SDH and PD MUX equipment and their
networking with the existing OFC link for augmenting existing OFC equipment at
stations in the Section, supply, installation and testing and commissioning of HQ
and way station control equipment for giving various control phones at stations,
SP/SSP/TSS etc., augmentation of existing service buildings as required, provision
of cable huts and service buildings, protection of telecom lines entering 25 KV sub-
station /switching posts, and protection against surge and lightning. The scope also
includes masonry Works for erection and installation of signalling equipment and all
types of painting as per Railway Telecom Manual and standard practices. Supply of
spares to the extent of 10% (minimum 1) of each type of equipment like SDH,
PDMUX, control phones, emergency sockets etc.
All the Materials not limited to above as required for execution of the signalling
Works to suit 25 KV has to be provided by the Concessionaire in accordance with
the Good Industry Practice. The Concessionaire shall transport the released
Materials railway depot nominated by the Authority‟s Engineer.
b) Where OFC and quad cable does not exist in the Section.
Where OFC and quad cable does not exist in the Section, scope of work includes
supply , trenching and laying of OFC and 6 quad cables, jointing of quad cables,
splicing of OFC cable, provision of emergency sockets in the Section and
179
SP/SSP/TSS /LC gates etc., transferring the existing communication circuits

including block on new cables, supply and installation of power supply equipment ,
batteries and other telecom equipment, supply and installation of SDH and PD MUX
equipment and their networking with the existing OFC link or forming new link if
OFC is not existing in the Section, commissioning of quad cable system , supply,
installation and testing and commissioning of HQ and way station control equipment
for giving various control phones at stations, SP/SSP/TSS etc., provision of cable
huts and service buildings, protection of telecom lines entering 25 KV sub-station
/switching posts, protection against surge and lightning . The scope also includes
masonry Works for erection and installation of signalling equipment and all types of
painting as per Railway Telecom Manual and Good Industry Practice. Supply of
spares to the extent of 10% (ten percent) (minimum 1) of each type of equipment
like SDH, PDMUX , control phones, emergency sockets, etc.
All the Materials not limited to above as required for execution of the signalling
Works to suit 25 KV has to be provided by the Concessionaire.
On completion of above Works, testing and commissioning of entire system in
totality shall be carried out by the Concessionaire. The Concessionaire shall
transport the released Materials to railway depots nominated by the Authority‟s
Engineer.
3.19.2 Quad cable work

The details of quad cable work are:
S Description of work Details of 6 Quad telecom cable system

N
Chainage Name of LC Loc of Any
From To stations gate TSS/S other
No. P/SSP details
1 Survey, design, supply, installation, testing,
supply of manuals for new technology equipment for
each place, supply of completion Drawings, and
commissioning
of6 Quad telecom cable system
2 Supply of communication spares: Quantity with unit
2.1 Six quad telecom cable and accessories

2.2 Emergency sockets with box and pins
2.3 Any other item/items for functioning of
telecommunication system as per contract requirement
2.4 Testing and measuring tools and equipment
as determined in accordance with the manufacturer’s
manuals
180
3.19.3 Optic Fibre Cable work

The details of optic fibre cable work are:
S Description of Details of OFC system

N work Chainage Name OF Type of STM Type Powe Control office equipment Any
of Cable equipment of r with Power supply other
Fro To statio Short Long multipl suppl Way H Emergen detail
m ns Haul haul exer y station Q cy s
control
equipme
nt
1 Survey, design, supply
installation, testing,
supply of manuals for
each place, supply of
completion Drawings,
and commissioning of
optical fibre cable
communication system
2 Supply of Quantity with unit

2.1 Optical fibre cable with

accessories
2.2 HDPE duct with
accessories
2.3 Optical fibre
Digital equipment’s (STM
with accessories)
2.4 Digital Multiplexer
equipment’s (PDH with
accessories).
2.5 Power supply of
STM/PDH with
accessories
2.6 Control office
equipment with
accessories
(a) Way station
(b) HQ
© Power supply
2.7 Emergency
communication system
with accessories
2.8 Any other
item/items for functioning
of telecommunication
system as per contract
requirement.
2.9 Testing and
measuring tools and

commissioning
3.19.4 Modification in passenger amenity Works
The details of modification in passenger amenity Works are:
181
S Description of Details of telecommunication equipment

N work
Power supply equipment with protection

Passenger information display system
Mobile radio communication system
Earthing arrangements
Video surveillance System
Telephone exchange
Master Clock system
LC Gate Telephones
Electronic exchange
Any other Details

Digital clock
EC Sockets
PA system
LC Gate
Station
CCTV
1 Survey, Design,
Testing, supply of
manuals for new
of completion
Drawings, and
commissioning
of Telecommunication
equipment
2 Supply of Quantity with unit

2..1 Mobile Radio
comm. system
2.1 CCTV system
2.4 Electronic Exchange
system
2.5 Public address
system
2.6 Passenger
Information display
system
2.7 Digital Clock system
2.8 Master clock system
2.9 Video surveillance
system
2.10 Telephone
exchange
2.11 EC Sockets
2.12 LC Gate telephones
2.13 Any other
item/items for functioning
of telecommunication
system as per contract
requirement.
2.14 Testing and
measuring tools and
equipment as
determined in
accordance with the
manufacturer’s manuals.

commissioning
182

Supply of
communication
spares:
2.1 Optical fibre
cable
communication
system
2.2 Mobile
Radio
communication
system
2.3 CCTV
system
2.4 Electronic
Exchange
system
2.5 Public
address system
2.6 Passenger
Information
display system
2.7 Digital Clock
system
2.8 Control
office
equipment‟s
with accessories
2.9 Master
switching centre
equipment
2.10 Base
switching centre
equipment
2.11 DT/Cab
radio/Handheld
2.12
Dispatch/Control
terminals
2.13 OPH
2.14 GPH
2.15 GSM Set
2.16 Cab radio
2.17 Master
clock system
2.18 Any
other item/items
for functioning
of
telecommunicati
183
on system as per
contract
requirement.
2.19 Testing
and measuring
tools and
equipment as
determined in
accordance with
the
manufacturer‟s
manuals.
above table as required for execution of the signalling and telecom Works to suit 25 KV
has to be provided by the Concessionaire.
3.20 Civil Works (for electrification Works)
3.20.1 General
Civil Works include building Works (staff quarters, service building, tower wagon
shed and siding, platform shed) raising height of FOB/ROB and any other work
necessary for completion of the electrification Works.
3.20.2 Staff quarter
Construction and development of staff colony comprising of following types of staff

quarters including electrical internal wiring with allied work, electrical power supply
arrangement with transformer/main distribution supply, sewerage system, water
supply arrangement, augmentation of water supply, provision of bore well with
electrical pump and pump house, approach road, levelling and earth filling of land,
barbed wire fencing, boundary wall, development of lawn, rain water harvesting,
street lighting arrangement etc.
S. N. Location Type of quartersa) Single No. of quarters

storey/multi-
storey
building
Type-II
Type-III
184
Type-IV
Type-V
3.20.3 Tower wagon shed and siding:
Construction of tower wagon shed and siding including inspection pit, earthwork,
approach road, water supply arrangement, ballast supply and its spreading,
permanent way work with all Concessionaire‟s permanent way material for M+7
sleeper density with 60 Kg (90 UTS) rail and sleeper (Drg. No. T/2496), track
connection with main line including thermit welding, insertion of glued joint,
internal electrical wiring with allied Works and electrical power supply arrangement
with transformer/main distribution supply, as per the Schedule D.
Description of permanent way associated with the above work is:
S. No. Location Length of No. of turnout and derailing No. of glued

track switch with sleepers, rail joint
components and fittings
3.20.4 Service buildings
Construction of service buildings including electrical internal wiring with allied

work, electrical power supply arrangement with transformer/main distribution
supply, sewerage system, water supply arrangement, augmentation of water supply,
provision of bore well with electrical pump and pump house, approach road,
levelling and earth filling of land, boundary wall, street lighting arrangement etc.
Sr. no. Description of service building Location Plinth area
Administrative Offices
Supervisor‟s office and store
185
Remote Control Centre
OHE Depot
OHE and PSI depot
3.20.5 Trip shed and siding:
Construction of trip shed and siding including inspection pit, earthwork, water
supply arrangement, ballast supply and its spreading, Permanent way work with all
Concessionaire‟s permanent way material for M+7 sleeper density with 60 Kg (90
UTS) rail and sleeper (Drg. No. T/2496), track connection with main line including
thermit welding, insertion of glued joint, approach road, levelling and earth filling of
land, street lighting arrangement, internal wiring with allied Works and electrical
power supply arrangement with transformer/main distribution supply.
Description of permanent way associated with the above work is:
S. No. Location Length of No. of turnout and derailing No. of glued

track switch with sleepers, rail joint
components and fittings
3.20.6 Raising height of FOB
Raising height of FOB with running out of ramp up to specified height including
material required for this work, design and Drawings and temporary arrangement
drawing adhering approved FOB drawing.
Sr. no. Location FOB no. Existing height Height to be

raised
3.20.7 Raising height of ROB
Raising height of ROB with running out of approach road up to specified height
including material required for this work, design and Drawings and Temporary
arrangement drawing adhering approved ROB drawing.
186
Sr. no. Location ROB no. Existing height Height to

be raised
3.20.8 Modification of platform shed
Modification of platform shed up to specified height including material required for

this work, adhering approved cover over platform drawing in connection with
railway electrification Works.
Sr. no. Location Length of shed Existing height Height

to be
raised
3.20.9 Other Works
Provide details of other Works (sample list below)
(a) Service roads for traction substation and switching posts,

(b) Tree plantation
(c) Fencing
(d) Bore wells
(e) Pump house
(f) General power supply sub-station
(g) Number plates
(h) [others (to be specified)]
187
SCHEDULE - C
(See Clause 2.1)
PROJECT FACILITIES15
1 Project Facilities
The Concessionaire shall construct the Project Facilities in accordance with the
provisions of this Agreement. Such Project Facilities shall include:
Civil Works, signalling and telecom
a) Subordinate rest house

b) Officers rest house
c) Tree plantation;
d) Sub stations
e) Lighting
f) Water harvesting
g) Project network with project monitoring software like MS project along with
closed User telecom group, fax and e-mail facilities and mobile
communication network for project monitoring.
h) [Others to be specified]
Railway electrification
a) Officers‟ rest house

b) Camp office for authority
c) Subordinate rest house
d) Danger and caution boards
e) Protective screens
f) Earthing arrangement for Structures
2 Description of Project Facilities
Each of the Project Facilities is described below:
S. No. Project Location Design Other essential

Facility Requirements details
Note: Provide adequate details of each Project Facility to ensure their design
and completion in accordance with the Project-specific requirements and the
provisions of the Manuals.
15
This Schedule may be suitably modified to reflect Project specific requirements.
188
SCHEDULE - D
(See Clause 2.1)

SPECIFICATIONS AND STANDARDS
1 Construction
The Concessionaire 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 Concessionaire shall be as indicated in
Annexure-II.
2 Design Standards
The Railway Project including Project Facilities shall conform to design

requirements set out in the following Documents:
[Indian Railways Permanent Way Manual, Indian Railway Bridge Manual,

Indian Railway Schedule of Dimensions & relevant IRS Specifications
referred in the Manual, Indian Railway Signalling Engineering Manual,
Indian Railway Telecom Manual, AC Traction Manual, Rules for Opening
Railways]
[Note: Specify the relevant Manual, Specifications and Standards]
3 Latest Version
Latest version of the Manuals, Specifications and Standards including the

amendments notified/published by the Base 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’s 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 Concessionaire and

reviewed by the Authority‟s Engineer.]
189
6 Alternative Specifications and Standards
6.1 The requirements specified in the Manuals are the minimum. The
Concessionaire 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 Concessionaire
to the Authority‟s Engineer. In case, the Authority‟s Engineer is of the
opinion that the proposal submitted by the Concessionaire is not in
conformity with any of the international standards or codes, then he shall
record his reasons and convey the same to the Concessionaire for
compliance.
6.2 For Signalling and Telecommunication system, in case the Concessionaire is

offering alternative specifications, Materials and standards, the same should
be already in use on a passenger carrying service anywhere in the world at
speed more than 100KMPH and are also in operation for more than 2 years.
It shall be adopted on Indian Railway using the concept of Cross
Approval/Cross acceptance, which form part of the type approval guidelines
already being followed by RDSO. The process shall also require Validation
from an Independent Safety Accessor (ISA). Further the safety Integrated
requirement/level of the system being offered should be SIL 4.
190
Annex - I
(Schedule-D)
Specifications and Standards for Construction16
1 Specifications and Standards
All Materials, Works and Construction operations shall conform to the

following Manuals:
1.1 For civil Works:
(a) Indian Railways Permanent Way Manual
(b) Indian Railway Bridge Manual
(c) Indian Railway Schedule of Dimensions
(d) The relevant IRS Specifications referred to in the above

Documents listed at (i), (ii) and (iii)
(e) Specifications of Works of concerned zonal railway
(f) In case of any contradiction in the various codal provisions, the order
of precedence shall be as follows:-
aa) Provisions of this Annex I.
bb) IRS Codal provisions
cc) IRC Codal provisions
dd) IS (BIS) Codal provisions
1.2 For signalling and telecommunication Works:
(a) Indian Railway Signal Engineering Manual for signalling; and
(b) Indian Railway Telecom Manual for telecommunication Works.
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
__________________________
16
requirements.
191
2 Deviations from the Specifications and Standards
[Notwithstanding anything to the contrary contained in Paragraph 1 above,

the following Specifications and Standards shall apply to the Railway
Project, and for purposes of this Agreement, the aforesaid Specifications and
Standards shall be deemed to be amended to the extent set forth below:]
[Specify the deviations, if any]
[Note: Deviations from the aforesaid Specifications and Standards shall be listed out
here. Such deviations shall be specified only if they are considered essential in view
of Project-specific requirements.]
192
Annex - II
(Schedule-D)
(See Clause 11.2.7(c))
Time Schedule for Review of Drawings by the Authority:
Authority’s
Sl. Prepa- Review by Open Line/
Item Review with
No. ration RDSO
time limit
1. Alignment Design Report Concessio CE/C (45 days) Copy to CE/P&D to
naire give remarks in 30
days, if any.
2. L Section Concessio CE/C (45 days) Copy to CE/P&D to
naire give remarks in 30
days, if any.
3. LWR Plans Concessio CE/C (45 days) Copy to CTE to give
naire remarks in 30 days, if
any.
4. Design basis report for Concessio CE/C (60 days) CBE and RDSO to give
Important Bridges naire remarks in 45 days.
5. GAD of Important Bridges Concessio CE/C (45 days), Concessionaire to
naire CBE and RDSO submit GAD after
to give remarks clearance of design
in 30 days basis report.
6. GAD of major and minor Concessio CE/C (45 days) Copy to CBE to give
bridges, affecting the naire remarks in 30 days, if
existing bridge (requiring any.
load sharing or imposition
of SR during
Construction)
7. GAD of major and minor Concessio CE/C (30 days)
bridges (without any naire
reduction in waterway/
vertical clearance and not
affecting the existing
bridge)
8. Structural Drawings of Concessio CE/C (30 days)
Important and Major naire
Bridges
9. Structural Drawings of Concessio Dy.CE/C
minor bridges naire (30 days)
10. GADs of ROBs/RUBs Dy.CE/C CE/C and To be approved before
State Authority invitation of tender.
ROBs/RUBs naire
12. GADs of FOB Concessio CE/C (45 days) Copy to CBE and
naire DRM to give remarks
193
in 30 days, if any.
Authority’s
Item Review with
No. ration RDSO
time limit
FOBs naire
14. Schematic Yard Plans Dy.CE/C CE/C and CTPM This needs to be done
before invitation of
tender.
15. Engineering Scale Plans Concessio CE/C Approval by Divn. &
(ESPs) naire Open Line HQ. To be
furnished to the
Concessionaire within
6 months of Appointed
Date.
16. Signal Interlocking Plans Concessio CE/C and Approval by Divn. &
(SIPs) and Route Control naire CSTE/C Open Line HQ, to be
Charts (RCCs) furnished to the
Concessionaire within
4 months of approval
of ESPs or within 1
year of Appointed
Date, whichever is
earlier.
17. Cable Route Plan Concessio CE/C and
naire CSTE/C
(45 days)
18. Building Plans Concessio CE/C (45 days) Copy to CE/P&D and
naire DRM to give remarks
in 30 days, if any.
19. Drainage Plans Concessio Dy.CE/C
naire (30 days)
20. Protection Work Design Concessio CE/C (30 days)
and Drawings naire
194
Time Schedule for Review of Drawings by the Authority for electrification Works:
Authority’s
Item Review with
No. ration RDSO
time limit
1. Final Layout Plan based Concessio CPM/RE (21 NIL
on Pegging Plan supplied naire days)
by Railway
2. Cross Sectioning Concessio CPM/RE (21 NIL
Drawings naire days)
3. Structure Erection Concessio CPM/RE (21 NIL
Drawings naire days)
4. Long Section Drawings of Concessio CPM/RE(21 NIL
OHE under over line naire days)
Structures and overhead
crossings
5. Other design and Concessio CPM/RE(15 NIL
Drawings where there is naire days)
any deviation from RDSO
standards
6. As erected SED and CSD Concessio CPM/RE ( 30 NIL
naire days)
7. Any special arrangement, Concessio CPM/RE (45 CEE of the concerned
including bridge masts, naire days) Railway. CBE in case
FOB/ROB modification, of bridge masts,
or structural modifications. FOB/ROB, engineering
Structure modification
( CEE or CBE to
review and return to
CPM within 30 days)
8. All PSI Drawings/Designs Concessio CPM/RE (21 NIL
naire days)
9. Relay setting calculation Concessio CPM/RE (21 Sr. DEE (TRD) of
of TSS naire days) concerned Division. (
Review to be returned
to CPM/RE within 14
days)
10. HT Crossing and LT Concessio CPM/RE ( 45 Sr.DEE(TRD) of
crossing modifications naire days) concerned Division
(Review and return to
CPM/RE within 30
days).
11. Bonding Plan of Yard Concessio CPM/RE ( 28 Sr. DEE(TRD) of
Area naire days) concerned Division (
Review and return
within 21 days to
CPM/RE)
195
12. Signalling Plan for each Concessio CPM/RE or Divn./HQ of concerned

interlocked station, naire CSTE/RE( 90 Railway. ( within 75
including interlocked level days) days to CPM/RE or
crossings situated outside CSTE/RE)
station limits and inter
locked mid-section
sidings.
13. Locking Table and locking Concessio CPM/RE or Divn./HQ of concerned
diagrams for each naire CSTE/RE( 90 Railway. ( within 75
interlocking frames, days) days to CPM/RE or
station master‟s slide CSTE/RE)
control, frame,
interlocking key box, and
power frame with
mechanical locking.
14. Selection Table for each Concessio CPM/RE ( 60 NIL
EI/Relay Interlock Station naire days)
All other Concessio CPM/RE or NIL
Signalling/Telecom naire CSTE/RE 9 60
Drawings/Designs days)
15. All other Drawings not Concessio 21 days where As per the case.
mentioned above, where naire CPM/RE 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‟s Engineer ( Dy. CEE/ Dy. CE/ Dy. CSTE as
the case may be) and the time limit thereof will be as per the terms and
conditions mentioned in the Agreement.
******
196
SCHEDULE - E
(See Clause 4.1.8(a))
APPLICABLE PERMITS
1 Applicable Permits
1.1 The Concessionaire 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
__
197
SCHEDULE - F
(See Clauses 8.1.1)

FORM OF BANK GUARANTEE
Annex-I
(See Clause 8.1.1)
Performance Security
[The General Manager],
…….., …….. [Railway],
…………………
WHEREAS:
(A) …………………………………… (insert name and address of the

contractor) (hereinafter called the “Concessionaire”) 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 Annuity basis, subject to and in accordance
with the provisions of the Agreement
(B) The Agreement requires the Concessionaire to furnish a Performance
Security for due and faithful performance of its obligations, under and in
accordance with the Agreement, during the Construction 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

undertakes to pay to the Authority upon occurrence of any failure or default
in the due and faithful performance of all or any of the
Concessionaire‟sobligations under and in accordance with the provisions of
the Agreementduring the Construction Periodunder 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 Concessionaire, 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.
198
2. A letter from the Authority, under the hand of an officer not below the rank
of [***in the ***]Railway, that the Concessionairehas 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 Concessionaireis in default in due and faithful performance of its
obligations during and under the Agreement and its decision that the
Concessionaireis in default shall be final and binding on the Bank,
notwithstanding any differences between the Authority and the
Concessionaire, or any Dispute between them pending before any court,
tribunal, arbitrators or any other authority or body, or by the discharge of the
Concessionairefor 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 Concessionaireand/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 Concessionairebefore 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 Concessionairecontained 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 Concessionaire, 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 Concessionaireor 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
Concessionaireunder 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 until the earlier of the 1st (first) anniversary of
the Appointed Date or compliance of the conditions specified in paragraph 8
199
below and unless a demand or claim in writing is made by the Authority on

the Bank under this Guarantee, no later than 6 (six) months from the date of
expiry of 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 Performance Security shall cease to be in force and effect when the
Concessionaire shall have expended on Project construction an aggregate
sum not less than 30% (thirty per cent) of the Contract Price which is
deemed to be Rs. ............. cr. (Rupees .......................... crore) for the
purposes of this Guarantee, and provided the Concessionaire is not in breach
of this Agreement. Upon request made by the Concessionaire for release of
the Performance Security along with the particulars required hereunder, duly
certified by a statutory auditor of the Concessionaire, the Authority shall
release the Performance Security forthwith.
9. The Bank undertakes not to revoke this Guarantee during its currency, except
with the previous express consent of the Authority in writing, and declares
and warrants that it has the power to issue this Guarantee and the
undersigned has full powers to do so on behalf of the Bank.
10. Any notice by way of request, demand or otherwise hereunder may be sent
by post addressed to the Bank at its above referred branch, which shall be
deemed to have been duly authorised to receive such notice and to effect
payment thereof forthwith, and if sent by post it shall be deemed to have
been given at the time when it ought to have been delivered in due course of
post and in proving such notice, when given by post, it shall be sufficient to
prove that the envelope containing the notice was posted and a certificate
signed by an officer of the Authority that the envelope was so posted shall be
conclusive.
11. This Guarantee shall come into force with immediate effect and shall remain
in force and effect for a period of one year and six months from the date
hereof 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:
200
(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.
201
202
SCHEDULE - G
(See Clause 11.2.7)
DRAWINGS
1 Drawings
In compliance of the obligations set forth in Clause 11.2 of this Agreement,

the Concessionaire shall furnish to the Authority‟s Engineer, free of cost, all
Drawings listed in Annex-I of this Schedule-G.
2 Additional Drawings
If the Authority‟s 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 Concessionaire to prepare and
furnish such Drawings forthwith. Upon receiving a requisition to this effect,
the Concessionaire shall promptly prepare and furnish such Drawings to the
Authority‟s Engineer, as if such Drawings formed part of Annex-I of this
Schedule-G.
203
Annexure-I
(Schedule-G)
List of Drawings
List of Drawings and Documents to be furnished by the Concessionaire shall

include, but not be limited to:
1. General & Civil Engineer:
(a) General map of the country traversed by the Project, scale about 20
km to 1 cm;
(b) Index map, scale about 1 km to 1 cm;
(c) Index Plan and Sections prepared in accordance with the terms of
Engineering Code;
(d) Schematic Plans of Station Yards;
(e) General arrangement Drawings of Structures; and
(f) River training/ Protection work.
(g) Details of level Crossing and RUB/LHS and RFOs.
(h) Station Yard Layout including details of connectivity with existing
yards
(i) Station Building including cabins, approach connectivity etc.
(j) Details of Track Structure & its component.
(k) Details of Integrated Maintenance Depots (IMD & ISMD) if any.
(l) Details of existing utilities in Row and plan for their shifting.
2. Signal Engineer:
(a) Signal interlocking plan (station/auto huts/gate huts)

(b) Route Control table (station/auto huts/gate huts)
(c) Panel/ VDU diagram (station/ gate huts)
(d) Cable Core Chart.
(e) Cable Route Plan (Separate for station & blocks Sections)
(f) Power Supply Diagram (station/auto huts/ control)
(g) Equipment sizing (station/ auto huts/gate huts/control)
(h) Equipment lay out and details including cable troughs
required(station/ auto huts/gate huts/control)
(i) Track circuit diagram (station/ auto huts/gate huts/control)
(j) Bonding plan (station/ auto huts/gate huts/control)
(k) Circuit Diagrams.
(l) Station/Gate working Rule/Rule diagrams
(m) Equipment Rack details
(n) Cable Termination Rack Diagram
(o) Fuse Details
(p) Location/junction boxes lay out & wiring details
(q) Lightening, surge protection & earthing plan.
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3. Telecommunication Engineering:
(a) Location and connectivity of all equipment‟s and cables

(b) Schematic and wiring diagrams
(c) Cable core plan and numbering scheme
(d) Equipment mounting details
(e) Cable route Drawings
(f) Layouts in equipment racks, in equipment rooms, trackside, and all
other equipment locations
(g) Channelling plan.
4. Electrical Engineer (Traction):
(a) General arrangement of the Traction substation for (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)
(b) General arrangement of SP (Sectioning Post) with the
autotransformer. (These substations will be remotely controlled and
operated)
(c) General arrangement of the SSP (Sub sectioning post) with the
autotransformer. (These substations will be remotely controlled and
operated)
(d) Power supply arrangement for (25 KV) AT system and Sectioning
drawing for the traction arrangement.
(e) Power supply arrangement for the signals at the stations (Auxiliary
transformer and the arrangement of 230 volt supply)
(f) Typical layout of the control room at the traction substation SP, SSP.
(g) Typical layout of the remote control centre.
(h) General arrangement of the implementation of the SCADA system.
(i) Earthing arrangement at the TSS, SP and SSP.
(j) Typical arrangement of the regulated OHE for (25 KV) system with
the feeder arrangement.
(k) Power supply arrangement with IR at interface point.
5. Electrical Engineer (General Power supply):
(a) General arrangement of the 11/33/66 KV substations for the station

and the service buildings.
(b) General arrangement of the distribution of the 415 V 50 Hz supply to
various loads
6. Tabulated details which shall consist of important characteristics of the

railway or a portion of railway to be constructed, which shall, as may be
applicable, include, but not be limited to the following:
(a) Curve Abstract;

(b) Gradient abstract;
(c) Bridge abstract;
205
(d) Important bridges-particulars of waterway and construction;

(e) Ballast and permanent way;
(f) Station and station Sites;
(g) Station accommodation;
(h) Station machinery;
(i) Level crossing abstract;
(j) Brief particular of tractions installations;
(k) Power supply installation abstract;
(l) Traction maintenance depot abstract;
(m) Restricted overhead equipment clearance abstract; and
(n) Electrical crossing over railway track abstract;
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SCHEDULE - H
(See Clause 11.3.2)
PROJECT COMPLETION SCHEDULE
1 Project Completion Schedule
During Construction Period, the Concessionaire shall comply with the

requirements set forth in this Schedule-H for each of the Project Milestones
and the Scheduled Completion Date. Within 15 (fifteen) days of the date of
each Project Milestone, the Concessionaire 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 240th (two hundred
and fortieth) day from the Appointed Date (the “Project Milestone-I”).
2.2 Prior to the occurrence of Project Milestone-I, the Concessionaire shall have
commenced Construction of the Railway Project and submitted to the
Authority duly and validly prepared 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 480th (four hundred
and eightieth) day from the Appointed Date (the “Project Milestone-II”).
3.2 Prior to the occurrence of Project Milestone-II, the Concessionaire shall have
continued with Construction of the Railway Project and submitted to the
Authority duly and validly prepared 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 [700th (seven
hundredth)] day from the Appointed Date (the “Project Milestone-III”).
4.2 Prior to the occurrence of Project Milestone-III, the Concessionaire shall

have continued with Construction of the Railway Project and submitted to
the Authority duly and validly prepared 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 [900th (nine hundredth)] day
from the Appointed Date.
5.2 On or before the Scheduled Completion Date, the Concessionaire shall have
completed Construction in accordance with this Agreement.
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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 this Agreement, the Project Completion Schedule shall
be deemed to have been amended accordingly.
____
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SCHEDULE - I
(See Clause 13.1.2)
Tests on Completion
1 Schedule for Tests
1.1 The Concessionaire shall, no later than 30 (thirty) days prior to the likely
completion of Construction, notify the Authority‟s 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‟s
Engineer and the Authority detailed inventory and particulars of all Works
and equipment forming part of Works.
1.2 The Concessionaire shall notify the Authority‟s 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‟s Engineer
shall, in consultation with the Concessionaire, 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‟s Engineer shall thereupon
conduct the Tests itself or cause any of the Tests to be conducted in
accordance with Article 12 and this Schedule-I.
2 Tests
2.1 Visual and physical test: The Authority‟s Engineer shall conduct a visual and
physical check of Construction to determine that all Works and equipment
forming part thereof conform to the provisions of this Agreement. The
physical tests shall include [***].
2.2 Integrated Testing of system followed by a period of trial running. The test
sequence may be as shown below:-
a) Tests on Equipment
b) Installation Test and sub-system individually
c) System Integrated Test
d) Final Acceptance Test
e) Trial Running
2.3 Sanction of Commissioner of Railway Safety (CRS) 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 Standards in Schedule D.
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2.6 Other tests: The Authority‟s Engineer may require the Concessionaire to
carry out or cause to be carried additional tests, in accordance with Good
Industry Practice, for determining the compliance of the Railway Project
with Specifications and Standards.
2.7 Environmental audit: The Authority‟s 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‟s 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‟s
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‟s Engineer shall issue

the Provisional Certificate in accordance with the provisions of Article 13.
For the avoidance of doubt, the Completion Certificate shall not be issued by
the Authority‟s Engineer unless authorisation of the Commissioner for
Railway Safety has been obtained.
____
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SCHEDULE - J
(See Clause 13.2 and 13.4)
PROVISIONAL CERTIFICATE
1 I/We, …………………………. (Name of the Authority‟s Engineer), acting as

the Authority‟s 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 Annuity basis through ………………………… (Name of
Concessionaire), 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 Concessionaire 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 Project is hereby provisionally declared
fit for entry into operation on this the ………… day of ……….. 20…...
ACCEPTED, SIGNED, SEALED SIGNED, SEALED AND

AND DELIVERED DELIVERED
CONCESSIONAIRE by: AUTHORITY‟s ENGINEER by:
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COMPLETION CERTIFICATE
1 I/We, ……………………. (Name of the Authority‟s Engineer), acting as the

Authority‟s 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 Annuity basis through …………………. (Name of Concessionaire),
hereby certify that the Tests in accordance with Article 12 of the Agreement have
been successfully undertaken to determine compliance of the Railway Project with
the provisions of the Agreement, and the authorisation by the Commissioner for
Railway Safety under Applicable Laws has been obtained.
2 It is certified that, in terms of the aforesaid Agreement, all Works forming

part of Railway Project have been completed, and the Railway Project is hereby
declared fit for entry into operation on this the ……… day of ……… 20…..
For and on behalf of
the Authority‟s Engineer by:
(Signature)
(Name)
(Designation)
(Address)
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SCHEDULE - K
(See Clause 17.1.1)
SELECTION OF AUTHORITY’S ENGINEER
1 Selection of Authority’s Engineer
1.1 Generally, a railway officer of Selection Grade (SG)/Junior Administrative

Grade (JAG) shall be appointed as Authority‟s Engineer.
2 Terms of Reference
The Terms of Reference for the Authority‟s Engineer (the “TOR”) shall
substantially conform with Annex-I to this Schedule-K.
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Annex – I
(Schedule - K)
DUTIES & RESPONSIBILITIES FOR AUTHORITY’S 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‟s 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‟s 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‟s 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 Concessionaire;
(c) the Termination Payment;
(d) providing Power Block or Traffic Block to the Concessionaire;
(e) approval of signalling plan and signalling plan and route control
chart;
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SCHEDULE - L
(See Clause 21.1)
INSURANCE
1. Insurance during Construction Period
1.1 The Concessionaire 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 Concessionaire‟s equipment and Documents brought onto
the Site by the Concession, 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 Concessionaire 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 Concessionaire’s Defects Liability
The Concessionaire 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 Concessionaire
is liable and which arises from a cause occurring prior to the issue of the
Completion Certificate. The Concessionaire 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 Concessionaire 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 21.9), which may arise out of the Concessionaire‟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. [................]
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3.2 The insurance shall be extended to cover liability for all loss and damage to
the Authority's property arising out of the Concessionaire‟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 Concessionaire‟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 Concessionaire and the Authority.
___
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SCHEDULE - M
(See Clauses 5.7)
Provision of Traffic Blocks and Power Blocks
1. Provision of Traffic Blocks and Power Blocks
1.1 The Authority shall provide Power Blocks or Traffic Blocks or Power
Blocks, or both, during day or night, as the case may be, to enable the
Concessionaire to execute the Construction Works of overhead equipment,
or such other work as may be determined by the Authority‟s Engineer. The
maximum aggregate duration of blocks for the Railway Project shall be [***]
hours.
1.2 The Concessionaire 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 Concessionaire shall pay Damages at the rate of [Rs. ***] per hour or
part thereof for the exceeded Block periods.
__
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SCHEDULE - N
(See Clauses 5.4)
Machinery and equipment
1. The Authority shall provide the following machinery and equipment to the
Concessionaire at the daily rates shown against each machinery and
equipment:
Sl. No. Particulars of each type of Daily rate in Rupees in

machinery and equipment rounded figures.
__
218
SCHEDULE - O
(See Clause 20.1.2)
ESCROW AGREEMENT
THIS ESCROW AGREEMENT is entered into on this the ……….. day of

………….. 20…..
AMONGST
1 ………………….. Limited, a company incorporated under the provisions of

the Companies Act, 2013 and having its registered office at
………………… (hereinafter referred to as the “Concessionaire” which
expression shall, unless repugnant to the context or meaning thereof, include
its successors, permitted assigns and substitutes);
2 …………………………… (name and particulars of Lenders‟

Representative) and having its registered office at
…………………………… acting for and on behalf of the Senior Lenders as
their duly authorised agent with regard to matters arising out of or in relation
to this Agreement (hereinafter referred to as the “Lenders’ Representative”
which expression shall, unless repugnant to the context or meaning thereof,
include its successors and substitutes);
3 ………………………………… (name and particulars of the Escrow Bank)

and having its registered office at ……………………… (hereinafter referred
to as the “Escrow Bank” which expression shall, unless repugnant to the
context or meaning thereof, include its successors and substitutes); and
4 The President of India represented by [***] and having its principal offices
at ******] (hereinafter referred to as the “Authority” which expression
shall, unless repugnant to the context or meaning thereof, include its
administrators, successors and assigns).
WHEREAS:
(A) The Authority has entered into a Concession Agreement dated …………..
with the Concessionaire (the “Concession Agreement”) for the ....................
Project on Annuity basis, and a copy of which is annexed hereto and marked
as Annex-A to form part of this Agreement.
(B) Senior Lenders have agreed to finance the Project in accordance with the
terms and conditions set forth in the Financing Agreements.
(C) The Concession Agreement requires the Concessionaire to establish an

Escrow Account, inter alia, on the terms and conditions stated therein.
219
NOW, THEREFORE, in consideration of the foregoing and the respective

covenants and agreements set forth in this Agreement, the receipt and sufficiency of
which is hereby acknowledged, and intending to be legally bound hereby, the Parties
agree as follows:
1 DEFINITIONS AND INTERPRETATION
1.1 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:
“Agreement” means this Escrow Agreement and any amendment thereto

made in accordance with the provisions contained herein;
“Concession Agreement” means the Concession Agreement referred to in

Recital (A) above and annexed hereto as Annex-A, and shall include all of its
Recitals and Schedules and any amendments made thereto in accordance
with the provisions contained in this behalf therein;
“Cure Period” means the period specified in this Agreement for curing any
breach or default of any provision of this Agreement by the Concessionaire,
and shall commence from the date on which a notice is delivered by the
Authority or the Lenders‟ Representative, as the case may be, to the
Concessionaire asking the latter to cure the breach or default specified in
such notice;
“Escrow Account” means an escrow account established in terms of and

under this Agreement, and shall include the Sub-Accounts;
“Escrow Default” shall have the meaning ascribed thereto in Clause 6.1;
“Lenders’ Representative” means the person referred to as the Lenders‟

Representative in the foregoing Recitals;
“Parties” means the parties to this Agreement collectively and “Party” shall
mean any of the Parties to this Agreement individually;
“Payment Date” means, in relation to any payment specified in Clause 4.1,

the date(s) specified for such payment; and
“Sub-Accounts” means the respective Sub-Accounts of the Escrow Account,

into which the monies specified in Clause 4.1 would be credited every month
and paid out if due, and if not due in a month then appropriated
proportionately in such month and retained in the respective Sub Accounts
and paid out there from on the Payment Date(s).
220
1.2 Interpretation
1.2.1 References to Lenders‟ Representative shall, unless repugnant to the context

or meaning thereof, mean references to the Lenders‟ Representative, acting
for and on behalf of Senior Lenders.
1.2.2 The words and expressions beginning with capital letters and defined in this
Agreement shall have the meaning ascribed thereto herein, and the words
and expressions used in this Agreement and not defined herein but defined in
the Concession Agreement shall, unless repugnant to the context, have the
meaning ascribed thereto in the Concession Agreement.
1.2.3 References to Clauses are, unless stated otherwise, references to Clauses of

this Agreement.
1.2.4 The rules of interpretation stated in Clauses 1.2, 1.3 and 1.4 of the
Concession Agreement shall apply, mutatis mutandis, to this Agreement.
2 ESCROW ACCOUNT
2.1 Escrow Bank to act as trustee
2.1.1 The Concessionaire hereby appoints the Escrow Bank to act as trustee for the
Authority, the Lenders‟ Representative and the Concessionaire in connection
herewith and authorises the Escrow Bank to exercise such rights, powers,
authorities and discretion as are specifically delegated to the Escrow Bank by
the terms hereof together with all such rights, powers, authorities and
discretion as are reasonably incidental hereto, and the Escrow Bank accepts
such appointment pursuant to the terms hereof.
2.1.2 The Concessionaire hereby declares that all rights, title and interest in and to
the Escrow Account shall be vested in the Escrow Bank and held in trust for
the Authority, the Lenders‟ Representative and the Concessionaire, and
applied in accordance with the terms of this Agreement. No person other
than the Authority, the Lenders‟ Representative and the Concessionaire shall
have any rights hereunder as the beneficiaries of, or as third party
beneficiaries under this Agreement.
2.2 Acceptance of Escrow Bank
The Escrow Bank hereby agrees to act as such and to accept all payments
and other amounts to be delivered to and held by the Escrow Bank pursuant
to the provisions of this Agreement. The Escrow Bank shall hold and
safeguard the Escrow Account during the term of this Agreement and shall
treat the amount in the Escrow Account as monies deposited by the
Concessionaire, Senior Lenders or the Authority with the Escrow Bank. In
performing its functions and duties under this Agreement, the Escrow Bank
shall act in trust for the benefit of, and as agent for, the Authority, the
Lenders‟ Representative and the Concessionaire or their nominees,
successors or assigns, in accordance with the provisions of this Agreement.
221
2.3 Establishment and operation of Escrow Account
2.3.1 Within 30 (thirty) days from the date of this Agreement, and in any case
prior to the Appointed Date, the Concessionaire shall open and establish the
Escrow Account with the …………………. (name of Branch) Branch of the
Escrow Bank. The Escrow Account shall be denominated in Rupees.
2.3.2 The Escrow Bank shall maintain the Escrow Account in accordance with the
terms of this Agreement and its usual practices and applicable regulations,
and pay the maximum rate of interest payable to similar customers on the
balance in the said account from time to time.
2.3.3 The Escrow Bank and the Concessionaire shall, after consultation with the
Lenders‟ Representative, agree on the detailed mandates, terms and
conditions, and operating procedures for the Escrow Account, but in the
event of any conflict or inconsistency between this Agreement and such
mandates, terms and conditions, or procedures, this Agreement shall prevail.
2.4 Escrow Bank’s fee
The Escrow Bank shall be entitled to receive its fee and expenses in an
amount, and at such times, as may be agreed between the Escrow Bank and
the Concessionaire. For the avoidance of doubt, such fee and expenses shall
form part of the O&M Expenses and shall be appropriated from the Escrow
Account in accordance with Clause 4.1.
2.5 Rights of the Parties
The rights of the Authority, the Lenders‟ Representative and the

Concessionaire in the monies held in the Escrow Account are set forth in
their entirety in this Agreement and the Authority, the Lenders‟
Representative and the Concessionaire shall have no other rights against or to
the monies in the Escrow Account.
2.6 Substitution of the Concessionaire
The Parties hereto acknowledge and agree that upon substitution of the
Concessionaire with the Nominated Company, pursuant to the Substitution
Agreement, it shall be deemed for the purposes of this Agreement that the
Nominated Company is a Party hereto and the Nominated Company shall
accordingly be deemed to have succeeded to the rights and obligations of the
Concessionaire under this Agreement on and with effect from the date of
substitution of the Concessionaire with the Nominated Company.
3 DEPOSITS INTO ESCROW ACCOUNT
3.1 Deposits by the Concessionaire
3.1.1 The Concessionaire agrees and undertakes that it shall deposit into
and/or credit the Escrow Account with:
222
(a) all monies received in relation to the Project from any source,
including the Senior Lenders, lenders of Subordinated Debt and the
Authority;
(b) all funds received by the Concessionaire from its shareholders, in any
manner or form;
(c) all payments by the Authority, after deduction of any outstanding

Concession Fee;
(d) any other revenues from or in respect of the Project, including the
proceeds of any rentals, deposits, capital receipts; and
(e) all proceeds received pursuant to any insurance claims.
3.1.2 The Concessionaire may at any time make deposits of its other funds into the
Escrow Account, provided that the provisions of this Agreement shall apply
to such deposits.
3.2 Deposits by the Authority
The Authority agrees and undertakes that, as and when due and payable, it
shall deposit into and/or credit the Escrow Account with:
(a) Annuity Installments and any other monies disbursed by the

Authority to the Concessionaire; and
(b) Termination Payments:
Provided that, notwithstanding the provisions of Clause 4.1.1, the Authority

shall be entitled to appropriate from the aforesaid amounts, any Concession
Fee due and payable to it by the Concessionaire and the balance remaining
shall be deposited into the Escrow Account.
3.3 Deposits by Senior Lenders
The Lenders‟ Representative agrees, confirms and undertakes that the Senior
Lenders shall deposit into and/or credit the Escrow Account with all
disbursements made by them in relation to or in respect of the Project;
provided that notwithstanding anything to the contrary contained in this
Agreement, the Senior Lenders shall be entitled to make direct payments to
the EPC Contractor under and in accordance with the express provisions
contained in this behalf in the Financing Agreements.
3.4 Interest on deposits
The Escrow Bank agrees and undertakes that all interest accruing on the
balances of the Escrow Account shall be credited to the Escrow Account;
provided that the Escrow Bank shall be entitled to appropriate there from the
fee and expenses due to it from the Concessionaire in relation to the Escrow
Account and credit the balance remaining to the Escrow Account.
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4 WITHDRAWALS FROM ESCROW ACCOUNT
4.1 Withdrawals during Concession Period
4.1.1 At the beginning of every month, or at such shorter intervals as the Lenders‟
Representative and the Concessionaire may by written instructions
determine, the Escrow Bank shall withdraw amounts from the Escrow
Account and appropriate them in the following order by depositing such
amounts in the relevant Sub-Accounts for making due payments, and if such
payments are not due in any month, then retain such monies in such Sub-
Accounts and pay out there from on the Payment Date(s):
the Project;
(b) all payments relating to Construction of the Project, subject to and in

accordance with the conditions, if any, set forth in the Financing
Agreements;
(c) other costs and expenses incurred by the Authority in accordance with
the provisions of the Concession Agreement and certified by the
Authority as due and payable to it;
(d) monthly proportionate provision of Debt Service due in an

Accounting Year;
(e) all payments and Damages certified by the Authority as due and
payable to it by the Concessionaire pursuant to the Concession
Agreement;
(f) monthly proportional provision of debt service payments due in an

Accounting Year in respect of Subordinated Debt;
(g) any reserve requirements set forth in the Financing Agreements; and

Concessionaire.
4.1.2 No later than 60 (sixty) days prior to the commencement of each Accounting
Year, the Concessionaire shall provide to the Escrow Bank, with prior
written approval of the Lenders‟ Representative, details of the amounts likely
to be required for each of the payment obligations set forth in this Clause 4.1;
provided that such amounts may be subsequently modified, with prior
written approval of the Lenders‟ Representative, if fresh information
received during the course of the year makes such modification necessary.
4.2 Withdrawals upon Termination
Upon Termination of the Concession Agreement, all amounts standing to the

credit of the Escrow Account shall, notwithstanding anything in this
Agreement, be appropriated and dealt with in the following order:
224
the Project;
(b) 90% (ninety per cent) of Debt Due excluding Subordinated Debt;
(c) all payments and Damages certified by the Authority as due and
payable to it by the Concessionaire pursuant to the Concession
Agreement and any claims in connection with or arising out of
Termination;
(d) retention and payments arising out of, or in relation to, liability for
Defects and deficiencies set forth in Article 16 of the Concession
Agreement;
(e) outstanding Debt Service including the balance of Debt Due;
(f) outstanding Subordinated Debt;
(g) any other payments required to be made under the Concession

Agreement; and

Concessionaire.
4.3 Application of insufficient funds
Funds in the Escrow Account shall be applied in the serial order of priority
set forth in Clauses 4.1 and 4.2, as the case may be. If the funds available are
not sufficient to meet all the requirements, the Escrow Bank shall apply such
funds in the serial order of priority until exhaustion thereof.
4.4 Application of insurance proceeds
Notwithstanding anything in this Agreement, the proceeds from all insurance

claims, except life and injury, shall be deposited into and/or credited to the
Escrow Account and utilised for any necessary repair, reconstruction,
reinstatement, replacement, improvement, delivery or installation of the
Railway Project, and the balance remaining, if any, shall be applied in
accordance with the provisions contained in this behalf in the Financing
Agreements.
4.5 Withdrawals during Suspension
Notwithstanding anything to the contrary contained in this Agreement, the

Authority may exercise all or any of the rights of the Concessionaire during
the period of Suspension under Article 23 of the Concession Agreement.
Any instructions given by the Authority to the Escrow Bank during such
period shall be complied with as if such instructions were given by the
Concessionaire under this Agreement and all actions of the Authority
hereunder shall be deemed to have been taken for and on behalf of the
Concessionaire.
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5 OBLIGATIONS OF THE ESCROW BANK
5.1 Segregation of funds
Monies and other property received by the Escrow Bank under this
Agreement shall, until used or applied in accordance with this Agreement, be
held by the Escrow Bank in trust for the purposes for which they were
received, and shall be segregated from other funds and property of the
Escrow Bank.
5.2 Notification of balances
7 (seven) business days prior to each Payment Date (and for this purpose the
Escrow Bank shall be entitled to rely on an affirmation by the
Concessionaire and/or the Lenders‟ Representative as to the relevant
Payment Dates), the Escrow Bank shall notify the Lenders‟ Representative of
the balances in the Escrow Account and Sub-Accounts as at the close of
business on the immediately preceding business day.
5.3 Communications and notices
In discharge of its duties and obligations hereunder, the Escrow Bank:
(a) may, in the absence of bad faith or gross negligence on its part, rely as to
any matters of fact which might reasonably be expected to be within the
knowledge of the Concessionaire upon a certificate signed by or on
behalf of the Concessionaire;
(b) may, in the absence of bad faith or gross negligence on its part, rely
upon the authenticity of any communication or Document believed by it
to be authentic;
(c) shall, within 5 (five) business days after receipt, deliver a copy to the
Lenders‟ Representative of any notice or Document received by it in its
capacity as the Escrow Bank from the Concessionaire or any other
person hereunder or in connection herewith; and
(d) shall, within 5 (five) business days after receipt, deliver a copy to the
Concessionaire of any notice or Document received by it from the
Lenders‟ Representative in connection herewith.
5.4 No set off
The Escrow Bank agrees not to claim or exercise any right of set off,
banker‟s lien or other right or remedy with respect to amounts standing to the
credit of the Escrow Account. For the avoidance of doubt, it is hereby
acknowledged and agreed by the Escrow Bank that the monies and properties
held by the Escrow Bank in the Escrow Account shall not be considered as
part of the assets of the Escrow Bank and being trust property, shall in the
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case of bankruptcy or liquidation of the Escrow Bank, be wholly excluded

from the assets of the Escrow Bank in such bankruptcy or liquidation.
5.5 Regulatory approvals
The Escrow Bank shall use its best efforts to procure, and thereafter maintain
and comply with, all regulatory approvals required for it to establish and
operate the Escrow Account. The Escrow Bank represents and warrants that
it is not aware of any reason why such regulatory approvals will not
ordinarily be granted to the Escrow Bank.
6 ESCROW DEFAULT
6.1 Escrow Default
6.1.1 Following events shall constitute an event of default by the Concessionaire

(an “Escrow Default”) unless such event of default has occurred as a result of
Force Majeure or any act or omission of the Authority or the Lenders‟
Representative:
(a) the Concessionaire commits breach of this Agreement by failing to

deposit any receipts into the Escrow Account as provided herein and
fails to cure such breach by depositing the same into the Escrow
Account within a Cure Period of 5 (five) business days;
(b) the Concessionaire causes the Escrow Bank to transfer funds to any
account of the Concessionaire in breach of the terms of this Agreement
and fails to cure such breach by depositing the relevant funds into the
Escrow Account or any Sub-Account in which such transfer should have
been made, within a Cure Period of 5 (five) business days; or
(c) the Concessionaire commits or causes any other breach of the provisions
of this Agreement and fails to cure the same within a Cure Period of 5
(five) business days.
6.1.2 Upon occurrence of an Escrow Default, the consequences thereof shall be

dealt with under and in accordance with the provisions of the Concession
Agreement.
7 TERMINATION OF ESCROW AGREEMENT
7.1 Duration of the Escrow Agreement
This Agreement shall remain in full force and effect so long as any sum
remains to be advanced or is outstanding from the Concessionaire in respect
of the debt, guarantee or financial assistance received by it from the Senior
Lenders, or any of its obligations to the Authority remain to be discharged,
unless terminated earlier by consent of all the Parties or otherwise in
7.2 Substitution of Escrow Bank
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The Concessionaire may, by not less than 45 (forty five) days prior notice to
the Escrow Bank, the Authority and the Lenders‟ Representative, terminate
this Agreement and appoint a new Escrow Bank, provided that the new
Escrow Bank is acceptable to the Lenders‟ Representative and arrangements
are made satisfactory to the Lenders‟ Representative for transfer of amounts
deposited in the Escrow Account to a new Escrow Account established with
the successor Escrow Bank.
The Termination of this Agreement shall take effect only upon coming into
force of an Escrow Agreement with the substitute Escrow Bank.
7.3 Closure of Escrow Account
The Escrow Bank shall, at the request of the Concessionaire and the Lenders‟
Representative made on or after the payment by the Concessionaire of all
outstanding amounts under the Concession Agreement and the Financing
Agreements including the payments specified in Clause 4.2, and upon
confirmation of receipt of such payments, close the Escrow Account and
Sub-Accounts and pay any amount standing to the credit thereof to the
Concessionaire. Upon closure of the Escrow Account hereunder, the Escrow
Agreement shall be deemed to be terminated.
8 SUPPLEMENTARY ESCROW AGREEMENT
8.1 Supplementary escrow agreement
The Lenders‟ Representative and the Concessionaire shall be entitled to enter

into a supplementary escrow agreement with the Escrow Bank providing,
inter alia, for detailed procedures and Documentation for withdrawals from
Sub-Accounts pursuant to Clause 4.1.1 and for matters not covered under
this Agreement such as the rights and obligations of Senior Lenders and
lenders of Subordinated Debt, investment of surplus funds, restrictions on
withdrawals by the Concessionaire in the event of breach of this Agreement
or upon occurrence of an Escrow Default, procedures relating to operation of
the Escrow Account and withdrawal there from, reporting requirements and
any matters incidental thereto; provided that such supplementary escrow
agreement shall not contain any provision which is inconsistent with this
Agreement and in the event of any conflict or inconsistency between
provisions of this Agreement and such supplementary escrow agreement, the
provisions of this Agreement shall prevail.
9 INDEMNITY
9.1.1 The Concessionaire will indemnify, defend and hold the Authority, Escrow
Bank and the Senior Lenders, acting through the Lenders‟ Representative,
harmless against any and all proceedings, actions and third party claims for
any loss, damage, cost and expense arising out of any breach by the
Concessionaire of any of its obligations under this Agreement or on account
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of failure of the Concessionaire to comply with Applicable Laws and

Applicable Permits.
9.1.2 The Authority will indemnify, defend and hold the Concessionaire harmless
against any and all proceedings, actions and third party claims for any loss,
damage, cost and expense arising out of failure of the Authority to fulfil any
of its obligations under this Agreement materially and adversely affecting the
performance of the Concessionaire‟s obligations under the Concession
Agreement or this Agreement other than any loss, damage, cost and expense
arising out of acts done in discharge of their lawful functions by the
Authority, its officers, servants and agents.
9.1.3 The Escrow Bank will indemnify, defend and hold the Concessionaire
harmless against any and all proceedings, actions and third party claims for
any loss, damage, cost and expense arising out of failure of the Escrow Bank
to fulfil its obligations under this Agreement materially and adversely
affecting the performance of the Concessionaire‟s obligations under the
Concession Agreement other than any loss, damage, cost and expense,
arising out of acts done in discharge of their lawful functions by the Escrow
Bank, its officers, servants and agents.
In the event that any Party hereto receives a claim from a third party in
respect of which it is entitled to the benefit of an indemnity under Clause 9.1
or in respect of which it is entitled to reimbursement (the “Indemnified
Party”), it shall notify the other Party responsible for indemnifying such
claim hereunder (the “Indemnifying Party”) within 15 (fifteen) days of
receipt of the claim 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, it may conduct the proceedings in the
name of the Indemnified Party and shall bear all costs involved in contesting
the same. The Indemnified Party shall provide all cooperation and assistance
in contesting any claim and shall sign all such writings and Documents as the
Indemnifying Party may reasonably require.
10 DISPUTE RESOLUTION
10.1.1 Any Dispute, difference or claim arising out of or in connection with this
Agreement, which is not resolved amicably, shall be decided finally by
reference to arbitration to a Board of Arbitrators comprising one nominee of
each Party to the Dispute, and where the number of such nominees is an even
number, the nominees shall elect another person to such Board. Such
arbitration shall be held in accordance with the Rules of Arbitration of the
International Centre for Alternative Dispute Resolution, New Delhi (the
“Rules”) or such other rules as may be mutually agreed by the Parties, and
shall be subject to the provisions of the Arbitration and Conciliation Act,
1996.
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10.1.2 The Arbitrators shall issue a reasoned award and such award shall be final
and binding on the Parties. The place of arbitration shall be the capital of the
state and the language of arbitration shall be English.
11 MISCELLANEOUS PROVISIONS

governed by the laws of India, and the Courts in the state shall have
jurisdiction over all matters arising out of or relating to this Agreement.
11.2 Waiver of sovereign immunity
The Authority unconditionally and irrevocably:

commercial purpose;
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 Authority with respect to its assets;
(c) waives any right of immunity which it or its assets, property or revenue
snow has, may acquire in the future or which may be attributed to it in
any jurisdiction; and

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).
11.3 Priority of agreements
In the event of any conflict between the Concession Agreement and this
Agreement, the provisions contained in the Concession Agreement shall
prevail over this Agreement.
11.4 Alteration of terms
All additions, amendments, modifications and variations to this Agreement

shall be effectual and binding only if in writing and signed by the duly
authorised representatives of the Parties.
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11.5 Waiver
11.5.1 Waiver by any Party of a default by another 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;

manner.
11.5.2 Neither the failure by any Party to insist on any occasion upon the
any obligation there under nor time or other indulgence granted by any Party
to another Party shall be treated or deemed as waiver of such breach or
hereunder.
11.6 No third party beneficiaries
This Agreement is solely for the benefit of the Parties and no other person or
entity shall have any rights hereunder.
11.7 Survival
11.7.1 Termination of this Agreement:
(a) shall not relieve the Parties of any obligations hereunder which expressly
or by implication survive Termination hereof; and

expressly limiting the liability of either Party, shall 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.
11.7.2 All obligations surviving the cancellation, expiration or Termination of this

Agreement shall only survive for a period of 3 (three) years following the
date of such Termination or expiry of this Agreement.
11.8 Severability
If for any reason whatever any provision of this Agreement is or becomes

231
agree upon any such provisions shall not be subject to Dispute resolution
under Clause 10.1 of this Agreement or otherwise.
This Agreement shall be binding on and shall inure to the benefit of the
Parties and their respective successors and permitted assigns.
11.10 Notices
All notices or other communications to be given or made under this

Agreement shall be in writing and shall either be delivered personally or sent
by courier or registered post with an additional copy to be sent by facsimile
ore-mail. The address for service of each Party, its facsimile number and e-
mail address are set out under its name on the signing pages hereto. A notice
shall be effective upon actual receipt thereof, save that where it is received
after 5.30 (five thirty) p.m. on a business day, or on a day that is not a
business day, the notice shall be deemed to be received on the first business
day following the date of actual receipt. Without prejudice to the foregoing, a
Party giving or making a notice or communication by facsimile ore-mail
shall promptly deliver a copy thereof personally, or send it by courier or
registered post to the addressee of such notice or communication. It is hereby
agreed and acknowledged that any Party may by notice change the address to
which such notices and communications to it are to be delivered or mailed.
Such change shall be effective when all the Parties have notice of it.
11.11 Language
All notices, certificates, correspondence and proceedings under or in

connection with this Agreement shall be in English.
11.12 Authorised representatives
Each of the Parties shall, by notice in writing, designate their respective

authorised representatives through whom only all communications shall be
made. A Party hereto shall be entitled to remove and/or substitute or make
fresh appointment of such authorised representative by similar notice.
11.13 Original Document
This Agreement may be executed in four counterparts, each of which when

executed and delivered shall constitute an original of this Agreement.
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DELIVERED THIS AGREEMENT AS OF THE DATE FIRST ABOVE
WRITTEN.
THE COMMON SEAL OF SIGNED, SEALED AND DELIVERED

CONCESSIONAIRE has been affixed For and on behalf of SENIOR
pursuant to the resolution passed by the LENDERS by the Lenders‟
Board of Directors of the Concessionaire Representative:
at its meeting held on the ........... day of
.......... 20.......... hereunto affixed in the
presence of ..............., Director, who has
signed these presents in token thereof
and ..............., Company Secretary /
Authorised Officer who has
countersigned the same in token
thereof£:
(Name) (Name)
(Address) (Address)
(Fax No.) (Fax No.)
(e-mail address) (e-mail address)
SIGNED, SEALED AND DELIVERED SIGNED, SEALED AND DELIVERED

ESCROW BANK by: THE AUTHORITY by:
(Name) (Name)
(Address) (Address)
(Fax No.) (Fax No.)
In the presence of:
1. 2.
£
To be affixed in accordance with the articles of association of the Concessionaire
and the resolution passed by its Board of Directors.
233
SCHEDULE - P
(See Clause 26.3.1)
SUBSTITUTION AGREEMENT
THIS SUBSTITUTION AGREEMENT is entered into on this the …………….day

of ………… 20….
AMONGST
1 The President of India represented by [***] and having its principal offices
at [***], hereinafter referred to as the “Authority”, which expression shall
unless repugnant to the context or meaning thereof include its administrators,
successors and assigns);
2 [………………. Limited], a company incorporated under the provisions of

the Companies Act, 2013 and having its registered office at ………………,
(hereinafter referred to as the “Concessionaire” which expression shall
unless repugnant to the context or meaning thereof include its successors and
permitted assigns and substitutes);
3 (name and particulars of Lenders‟ Representative) and having its registered

office at …………………., acting for and on behalf of the Senior Lenders as
their duly authorised agent with regard to matters arising out of or in relation
to this Agreement (hereinafter referred to as the “Lenders’ Representative”,
which expression shall unless repugnant to the context or meaning thereof
include its successors and substitutes);
WHEREAS:
(A) The Authority has entered into a Concession Agreement dated …………….
with the Concessionaire (the “Concession Agreement”) for the Project (the
“Project”) on Annuity basis, and a copy of which is annexed hereto and
marked as Annex-A to form part of this Agreement.
(B) Senior Lenders have agreed to finance the Project in accordance with the
terms and conditions set forth in the Financing Agreements.
(C) Senior Lenders have requested the Authority to enter into this Substitution
Agreement for securing their interests through assignment, transfer and
substitution of the Concession to a Nominated Company in accordance with
the provisions of this Agreement and the Concession Agreement.
(D) In order to enable implementation of the Project including its financing,

Construction, operation and maintenance, the Authority has agreed and
undertaken to transfer and assign the Concession to a Nominated Company
in accordance with the terms and conditions set forth in this Agreement and
the Concession Agreement.
234
NOW, THEREFORE, in consideration of the foregoing and the respective

covenants and agreements set forth in this Agreement, the receipt and sufficiency of
which is hereby acknowledged, and intending to be legally bound hereby, the Parties
agree as follows:
1 DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this Substitution Agreement, the following words and expressions shall,

unless repugnant to the context or meaning thereof, have the meaning
hereinafter respectively assigned to them:
“Agreement” means this Substitution Agreement and any amendment

thereto made in accordance with the provisions contained in this Agreement;
“Financial Default” means occurrence of a material breach of the terms and

conditions of the Financing Agreements or a continuous default in Debt
Service by the Concessionaire for a minimum period of 3 (three) months;
“Lenders’ Representative” means the person referred to as the Lenders‟

Representative in the foregoing Recitals;
“Nominated Company” means a company, incorporated under the

provisions of the Companies Act, 2013, selected by the Lenders‟
Representative, on behalf of Senior Lenders, and proposed to the Authority
for assignment/transfer of the Concession as provided in this Agreement;
“Notice of Financial Default” shall have the meaning ascribed thereto in

Clause 3.2.1; and
“Parties” means the parties to this Agreement collectively and “Party” shall
mean any of the Parties to this Agreement individually.
1.2 Interpretation
1.2.1 References to Lenders‟ Representative shall, unless repugnant to the context

or meaning thereof, mean references to the Lenders‟ Representative, acting
for and on behalf of Senior Lenders.
1.2.2 References to Clauses are, unless stated otherwise, references to Clauses of

this Agreement.
1.2.3 The words and expressions beginning with capital letters and defined in this
Agreement shall have the meaning ascribed thereto herein, and the words
and expressions used in this Agreement and not defined herein but defined in
the Concession Agreement shall, unless repugnant to the context, have the
meaning ascribed thereto in the Concession Agreement.
1.2.4 The rules of interpretation stated in Clauses 1.2, 1.3 and 1.4 of the
Concession Agreement shall apply, mutatis mutandis, to this Agreement.
235
2 ASSIGNMENT
2.1 Assignment of rights and title
The Concessionaire hereby agrees to assign the rights, title and interest in the
Concession to, and in favour of, the Lenders‟ Representative pursuant to and
in accordance with the provisions of this Agreement and the Concession
Agreement by way of security in respect of financing by the Senior Lenders
under the Financing Agreements.
3 SUBSTITUTION OF THE CONCESSIONAIRE
3.1 Rights of substitution
3.1.1 Pursuant to the rights, title and interest assigned under Clause 2.1, the
Lenders‟ Representative shall be entitled to substitute the Concessionaire by
a Nominated Company under and in accordance with the provisions of this
Agreement and the Concession Agreement.
3.1.2 The Authority hereby agrees to substitute the Concessionaire by endorsement

on the Concession Agreement in favour of the Nominated Company selected
by the Lenders‟ Representative in accordance with this Agreement. (For the
avoidance of doubt, the Senior Lenders or the Lenders‟ Representative shall
not be entitled to operate and maintain the Railway Projectas Concessionaire
either individually or collectively).
3.2 Substitution upon occurrence of Financial Default
3.2.1 Upon occurrence of a Financial Default, the Lenders‟ Representative may

issue a notice to the Concessionaire (the “Notice of Financial Default”) along
with particulars thereof, and send a copy to the Authority for its information
and record. A Notice of Financial Default under this Clause 3 shall be
conclusive evidence of such Financial Default and it shall be final and
binding upon the Concessionaire for the purposes of this Agreement.
3.2.2 Upon issue of a Notice of Financial Default hereunder, the Lenders‟

Representative may, without prejudice to any of its rights or remedies under
this Agreement or the Financing Agreements, substitute the Concessionaire
by a Nominated Company in accordance with the provisions of this
Agreement.
3.2.3 At any time after the Lenders‟ Representative has issued a Notice of
Financial Default, it may by notice require the Authority to suspend all the
rights of the Concessionaire and undertake the operation and maintenance of
the Project in accordance with the provisions of Article 23 of the Concession
Agreement, and upon receipt of such notice, the Authority shall undertake
Suspension under and in accordance with the provisions of the Concession
Agreement. The aforesaid Suspension shall be revoked upon substitution of
the Concessionaire by a Nominated Company, and in the event such
substitution is not completed within 180 (one hundred and eighty) days from
the date of such Suspension, the Authority may terminate the Concession
236
Agreement forthwith by issuing a Termination Notice in accordance with the

provisions of the Concession Agreement; provided that upon written request
from the Lenders‟ Representative and the Concessionaire, the Authority may
extend the aforesaid period of 180 (one hundred and eighty) days by a period
not exceeding 90 (ninety) days. For the avoidance of doubt, the Authority
expressly agrees and undertakes to terminate the Concession Agreement
forthwith, upon receipt of a written request from the Lenders‟ Representative
at any time after 240 (two hundred and forty) days from the date of
Suspension hereunder.
3.3 Substitution upon occurrence of Concessionaire Default
3.3.1 Upon occurrence of a Concessionaire Default, the Authority shall by a notice

inform the Lenders‟ Representative of its intention to issue a Termination
Notice and grant 15 (fifteen) days-time to the Lenders‟ Representative to
make a representation, stating the intention to substitute the Concessionaire
by a Nominated Company.
3.3.2 In the event that the Lenders‟ Representative makes a representation to the
Authority within the period of 15 (fifteen) days specified in Clause 3.3.1,
stating that it intends to substitute the Concessionaire by a Nominated
Company, the Lenders‟ Representative shall be entitled to undertake and
complete the substitution of the Concessionaire by a Nominated Company in
accordance with the provisions of this Agreement within a period of 180
(one hundred and eighty) days from the date of such representation, and the
Authority shall either withhold Termination or undertake Suspension for the
aforesaid period of 180 (one hundred and eighty) days; provided that upon
written request from the Lenders‟ Representative and the Concessionaire, the
Authority shall extend the aforesaid period of 180 (one hundred and eighty)
days by a period not exceeding 90 (ninety) days.
3.4 Procedure for substitution
3.4.1 The Authority and the Concessionaire hereby agree that on or after the date
of Notice of Financial Default or the date of representation to the Authority
under Clause 3.3.2, as the case may be, the Lenders‟ Representative may,
without prejudice to any of the other rights or remedies of the Senior
Lenders, invite, negotiate and procure offers, either by private negotiations or
public auction or tenders for the take over and transfer of the Project
including the Concession to the Nominated Company upon such Nominated
Company‟s assumption of the liabilities and obligations of the
Concessionaire towards the Authority under the Concession Agreement and
towards the Senior Lenders under the Financing Agreements.
3.4.2 To be eligible for substitution in place of the Concessionaire, the Nominated

Company shall be required to fulfil the eligibility criteria that were laid down
by the Authority for short listing the bidders for award of the Concession;
provided that the Lenders‟ Representative may represent to the Authority
that all or any of such criteria may be waived in the interest of the Project,
and if the Authority determines that such waiver shall not have any Material
237
Adverse Effect on the Project, it may waive all or any of such eligibility
criteria.
3.4.3 Upon selection of a Nominated Company, the Lenders‟ Representative shall

request the Authority to:
(a) accede to transfer to the Nominated Company the right to construct,

operate and maintain the Project in accordance with the provisions of
the Concession Agreement;
(b) endorse and transfer the Concession to the Nominated Company, on

the same terms and conditions, for the residual Concession Period;
and
(c) enter into a Substitution Agreement with the Lenders‟ Representative

and the Nominated Company on the same terms as are contained in
this Agreement.
3.4.4 If the Authority has any objection to the transfer of Concession in favour of
the Nominated Company in accordance with this Agreement, it shall within
15 (fifteen) days from the date of proposal made by the Lenders‟
Representative, give a reasoned order after hearing the Lenders‟
Representative. If no such objection is raised by the Authority, the
Nominated Company shall be deemed to have been accepted. The Authority
thereupon shall transfer and endorse the Concession within 15 (fifteen) days
of its acceptance/deemed acceptance of the Nominated Company; provided
that in the event of such objection by the Authority, the Lenders‟
Representative may propose another Nominated Company whereupon the
procedure set forth in this Clause 3.4 shall be followed for substitution of
such Nominated Company in place of the Concessionaire.
3.4.5 The transfer of Concession hereunder to a Nominated Company may,

notwithstanding anything to the contrary in this Agreement and the
Concession Agreement, be undertaken by transfer of no less than 75%
(seventy five per cent) of the Equity of the Concessionaire to the Nominated
Company, and upon such transfer hereunder, the Concessionaire shall be
deemed to be the Nominated Company under and in accordance with the
provisions of this Agreement and the Concession Agreement.
3.5 Selection to be binding
The decision of the Lenders‟ Representative and the Authority in selection of

the Nominated Company shall be final and binding on the Concessionaire.
The Concessionaire irrevocably agrees and waives any right to challenge the
actions of the Lenders‟ Representative or the Senior Lenders or the Authority
taken pursuant to this Agreement including the transfer/assignment of the
Concession in favour of the Nominated Company. The Concessionaire
agrees and confirms that it shall not have any right to seek revaluation of
assets of the Project or the Concessionaire‟s shares. It is hereby
acknowledged by the Parties that the rights of the Lenders‟ Representative
are irrevocable and shall not be contested in any proceedings before any
238
court or Government and the Concessionaire shall have no right or remedy to

prevent, obstruct or restrain the Authority or the Lenders‟ Representative
from effecting or causing the transfer by substitution and endorsement of the
Concession as requested by the Lenders‟ Representative.
4 PROJECT AGREEMENTS
4.1 Substitution of Nominated Company in Project Agreements
The Concessionaire shall ensure and procure that each Project Agreement
contains provisions that entitle the Nominated Company to step into such
Project Agreement, in its discretion, in place and substitution of the
Concessionaire in the event of such Nominated Company‟s assumption of
the liabilities and obligations of the Concessionaire under the Concession
Agreement.
5 TERMINATION OF CONCESSION AGREEMENT
5.1 Termination upon occurrence of Financial Default
At any time after issue of a Notice of Financial Default, the Lenders‟

Representative may by a notice in writing require the Authority to terminate
the Concession Agreement forthwith, and upon receipt of such notice, the
Authority shall undertake Termination under and in accordance with the
provisions of Article 24 of the Concession Agreement.
5.2 Termination when no Nominated Company is selected
In the event that no Nominated Company acceptable to the Authority is

selected and recommended by the Lenders‟ Representative within the period
of 180 (one hundred and eighty) days or any extension thereof as set forth in
Clause 3.3.2, the Authority may terminate the Concession Agreement
forthwith in accordance with the provisions thereof.
5.3 Realisation of Debt Due
The Authority and the Concessionaire hereby acknowledge and agree that,
without prejudice to their any other right or remedy, the Lenders‟
Representative is entitled to receive from the Concessionaire, without any
further reference to or consent of the Concessionaire, the Debt Due upon
Termination of the Concession Agreement. For realisation of the Debt Due,
the Lenders‟ Representative shall be entitled to make its claim from the
Escrow Account in accordance with the provisions of the Concession
Agreement and the Escrow Agreement.
6 DURATION OF THE AGREEMENT
6.1 Duration of the Agreement
This Agreement shall come into force from the date hereof and shall expire
at the earliest to occur of the following events:
239
(a) Termination of the Agreement; or
(b) no sum remains to be advanced and no sum is outstanding to the

Senior Lenders, under the Financing Agreements.
7 INDEMNITY
7.1.1 The Concessionaire will indemnify, defend and hold the Authority and the
Lenders‟ Representative harmless against any and all proceedings, actions
and third party claims for any loss, damage, cost and expense of whatever
kind and nature arising out of any breach by the Concessionaire of any of its
obligations under this Agreement or on account of failure of the
Concessionaire to comply with Applicable Laws and Applicable Permits.
7.1.2 The Authority will indemnify, defend and hold the Concessionaire harmless
against any and all proceedings, actions and third party claims for any loss,
damage, cost and expense arising out of failure of the Authority to fulfil any
of its obligations under this Agreement, materially and adversely affecting
the performance of the Concessionaire‟s obligations under the Concession
Agreement or this Agreement, other than any loss, damage, cost and
expense, arising out of acts done in discharge of their lawful functions by the
Authority, its officers, servants and agents.
7.1.3 The Lenders‟ Representative will indemnify, defend and hold the
Concessionaire harmless against any and all proceedings, actions and third
party claims for any loss, damage, cost and expense arising out of failure of
the Lenders‟ Representative to fulfil its obligations under this Agreement,
materially and adversely affecting the performance of the Concessionaire‟s
obligations under the Concession Agreement, other than any loss, damage,
cost and expense, arising out of acts done in discharge of their lawful
functions by the Lenders‟ Representative, its officers, servants and agents.
In the event that any Party hereto receives a claim from a third party in
respect of which it is entitled to the benefit of an indemnity under Clause 7.1
or in respect of which it is entitled to reimbursement (the “Indemnified
Party”), it shall notify the other Party responsible for indemnifying such
claim hereunder (the “Indemnifying Party”) within 15 (fifteen) days of
receipt of the claim and shall not settle or pay the claim without the prior
approval of the Indemnifying Party, such approval not to be unreasonably
withheld or delayed. In the event that the Indemnifying Party wishes to
contest or dispute the claim, it may conduct the proceedings in the name of
the Indemnified Party and shall bear all costs involved in contesting the
same. The Indemnified Party shall provide all cooperation and assistance in
contesting any claim and shall sign all such writings and Documents as the
Indemnifying Party may reasonably require.
240
8 DISPUTE RESOLUTION
8.1.1 Any Dispute, difference or claim arising out of or in connection with this
Agreement which is not resolved amicably shall be decided by reference to
arbitration to a Board of Arbitrators comprising one nominee each of the
Authority, Concessionaire and the Lenders‟ Representative. Such arbitration
shall be held in accordance with the Rules of Arbitration of the International
Centre for Alternative Dispute Resolution, New Delhi (the “Rules”) or such
other rules as may be mutually agreed by the Parties, and shall be subject to
provisions of the Arbitration and Conciliation Act, 1996.
8.1.2 The Arbitrators shall issue a reasoned award and such award shall be final
and binding on the Parties. The place of arbitration shall be the capital of the
state and the language of arbitration shall be English.
9 MISCELLANEOUS PROVISIONS

governed by the laws of India, and the Courts at in the state shall have
jurisdiction over all matters arising out of or relating to this Agreement.
9.2 Waiver of sovereign immunity
The Authority unconditionally and irrevocably:

commercial purpose;
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 Authority 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

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).
241
9.3 Priority of agreements
In the event of any conflict between the Concession Agreement and this
Agreement, the provisions contained in the Concession Agreement shall
prevail over this Agreement.
9.4 Alteration of terms
All additions, amendments, modifications and variations to this Agreement

shall be effectual and binding only if in writing and signed by the duly
authorised representatives of the Parties.
9.5 Waiver
9.5.1 Waiver by any Party of a default by another 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

manner.
9.5.2 Neither the failure by either Party to insist on any occasion upon the
any obligation there under nor time or other indulgence granted by a Party to
another Party shall be treated or deemed as waiver of such breach or
hereunder.
9.6 No third party beneficiaries
This Agreement is solely for the benefit of the Parties and no other person or
entity shall have any rights hereunder.
9.7 Survival
9.7.1 Termination of this Agreement:
(a) shall not relieve the Parties of any obligations hereunder which
expressly or by implication survive Termination hereof; and

expressly limiting the liability of either Party, shall 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.
242
9.7.2 All obligations surviving the cancellation, expiration or Termination of this

Agreement shall only survive for a period of 3 (three) years following the
date of such Termination or expiry of this Agreement.
9.8 Severability
If for any reason whatever any provision of this Agreement is or becomes

agree upon any such provisions shall not be subject to dispute resolution
under Clause 8 of this Agreement or otherwise.
This Agreement shall be binding on and shall inure to the benefit of the
Parties and their respective successors and permitted assigns.
9.10 Notices
All notices or other communications to be given or made under this

Agreement shall be in writing, shall either be delivered personally or sent by
courier or registered post with an additional copy to be sent by facsimile or
e-mail. The address for service of each Party, its facsimile number and e-
mail address are set out under its name on the signing pages hereto. A notice
shall be effective upon actual receipt thereof, save that where it is received
after 5.30 (five thirty) p.m. on any day, or on a day that is a public holiday,
the notice shall be deemed to be received on the first working day following
the date of actual receipt. Without prejudice to the foregoing, a Party giving
or making a notice or communication by facsimile ore-mail shall promptly
deliver a copy thereof personally, or send it by courier or registered post to
the addressee of such notice or communication. It is hereby agreed and
acknowledged that any Party may by notice change the address to which
such notices and communications to it are to be delivered or mailed. Such
change shall be effective when all the Parties have notice of it.
9.11 Language
All notices, certificates, correspondence and proceedings under or in

connection with this Agreement shall be in English.
9.12 Authorised representatives
Each of the Parties shall by notice in writing designate their respective

authorised representatives through whom only all communications shall be
made. A Party hereto shall be entitled to remove and/or substitute or make
fresh appointment of such authorised representative by similar notice.
243
9.13 Original Document
This Agreement may be executed in three counterparts, each of which when

executed and delivered shall constitute an original of this Agreement.
244

DELIVERED THIS AGREEMENT AS OF THE DATE FIRST ABOVE
WRITTEN.
THE COMMON SEAL OF SIGNED, SEALED AND DELIVERED

CONCESSIONAIRE has been affixed For and on behalf of SENIOR
pursuant to the resolution passed by the LENDERS by the Lenders‟
Board of Directors of the Concessionaire Representative:
at its meeting held on the ........... day of
.......... 20.......... hereunto affixed in the
presence of ..............., Director, who has
signed these presents in token thereof
and ..............., Company Secretary /
Authorised Officer who has
countersigned the same in token
thereof£:
(Name) (Name)
(Address) (Address)
(Fax No.) (Fax No.)

For and on behalf of
THE AUTHORITY by:
(Signature)
(Name)
(Designation)
(Address)
(Fax No.)
(e-mail address)
In the presence of:
1. 2.
£
To be affixed in accordance with the articles of association of the Concessionaire and the resolution
passed by its Board of Directors.
245
SCHEDULE –Q (Sheet-I)
(See Clause 19.4.4 & 19.5.2)
Sample calculation sheet for Annuity Payment with +ve Change Order and Addition in Contract
Price due to Change in Law
Annuity Payment as quoted in the Bid = Rs.1.67 Crore No. of Quarterly installments = 60
Contract Cost = Rs.1.67 Crore*60 = Rs.100.20 Crore
Addition in the Contract Price (C.P.) due to
Value of Change Order = Rs. 10 Crore(+ ve) Change in Law = Rs. 2 Crore
Date of Schedule Completion = 25-02-2016 Commercial Opening Date(COD ) = 15-04-2016
No. of days for which Bonus to be paid = (15-04-2016) - (25-02-2016) = 50 days
Bonus to be paid for early completion for each Annuity (for 50 days) = (0.03/100)*50 days*Rs.1.67 Crore = Rs.0.025 Crore
Payback period = 15 years (w.e.f. COD)
Installment Balance
to be paid amount of
due to addition in
Change Balance addition in C.P. due to
Annuity Bonus Order Change C.P. due to Change in Total
amount Amount Installmen Order Change in Law Installment
Annuity Due date to be paid to be paid t to be paid amount Law (Rs. in to be paid
Installment for (Rs. in (Rs. in (Rs. in (Rs. in (Rs. in Crore) (Rs. in
No. Payment Crore) Crore) Crore) Crore) Crore) Crore)
1 30/09/16 1.670 0.025 0.000 10.000 0.000 2.000 1.695
2 31/12/16 1.670 0.025 2.500 7.500 0.500 1.500 4.695
3 31/03/17 1.670 0.025 2.500 5.000 0.500 1.000 4.695
4 30/06/17 1.670 0.025 2.500 2.500 0.500 0.500 4.695
5 30/09/17 1.670 0.025 2.500 0.000 0.500 0.000 4.695
6 31/12/17 1.670 0.025 1.695
7 31/03/18 1.670 0.025 1.695
8 30/06/18 1.670 0.025 1.695
9 30/09/18 1.670 0.025 1.695
10 31/12/18 1.670 0.025 1.695
11 31/03/19 1.670 0.025 1.695
12 30/06/19 1.670 0.025 1.695
13 30/09/19 1.670 0.025 1.695
14 31/12/19 1.670 0.025 1.695
15 31/03/20 1.670 0.025 1.695
16 30/06/20 1.670 0.025 1.695
17 30/09/20 1.670 0.025 1.695
18 31/12/20 1.670 0.025 1.695
19 31/03/21 1.670 0.025 1.695
20 30/06/21 1.670 0.025 1.695
21 30/09/21 1.670 0.025 1.695
22 31/12/21 1.670 0.025 1.695
23 31/03/22 1.670 0.025 1.695
24 30/06/22 1.670 0.025 1.695
25 30/09/22 1.670 0.025 1.695
26 31/12/22 1.670 0.025 1.695
27 31/03/23 1.670 0.025 1.695
28 30/06/23 1.670 0.025 1.695
29 30/09/23 1.670 0.025 1.695
30 31/12/23 1.670 0.025 1.695
31 31/03/24 1.670 0.025 1.695
32 30/06/24 1.670 0.025 1.695
33 30/09/24 1.670 0.025 1.695
34 31/12/24 1.670 0.025 1.695
35 31/03/25 1.670 0.025 1.695
36 30/06/25 1.670 0.025 1.695
37 30/09/25 1.670 0.025 1.695
38 31/12/25 1.670 0.025 1.695
39 31/03/26 1.670 0.025 1.695
40 30/06/26 1.670 0.025 1.695
41 30/09/26 1.670 0.025 1.695
42 31/12/26 1.670 0.025 1.695
246
43 31/03/27 1.670 0.025 1.695

44 30/06/27 1.670 0.025 1.695
45 30/09/27 1.670 0.025 1.695
46 31/12/27 1.670 0.025 1.695
47 31/03/28 1.670 0.025 1.695
48 30/06/28 1.670 0.025 1.695
49 30/09/28 1.670 0.025 1.695
50 31/12/28 1.670 0.025 1.695
51 31/03/29 1.670 0.025 1.695
52 30/06/29 1.670 0.025 1.695
53 30/09/29 1.670 0.025 1.695
54 31/12/29 1.670 0.025 1.695
55 31/03/30 1.670 0.025 1.695
56 30/06/30 1.670 0.025 1.695
57 30/09/30 1.670 0.025 1.695
58 31/12/30 1.670 0.025 1.695
59 31/03/31 1.670 0.025 1.695
60 30/06/31 1.670 0.025 1.695
Total 100.200 1.500 10.000 2.000 113.700
Note: For +ve Change order as well as for addition in Contract Price due to Change in law, the
amount will be paid in four equal installments starting from the second Annuity payment
(Ref. Clause 19.4.4 & 19.5.2).
247
SCHEDULE –Q (Sheet-II)
(See Clause 19.4.5 & 19.5.3)
Sample calculation sheet for Annuity Payment with -ve Change Order and Reduction in Contract Price
due to Change in Law
Annuity Payment as quoted in the Bid = Rs.1.67 Crore No. of Quarterly installments = 60
Contract Cost= Rs.1.67 Crore*60 = Rs.100.20 Crore
Value of Change Order = Rs. 10 Crore(- ve) Installment for Change order = 0.25*1.67 = 0.4175 Crore
Reduction in the Contract Price (C.P.) due to Change in Law = Rs. 2 Crore Installment for reduction in C.P. = 0.25*1.67 = 0.4175 Crore
Date of Schedule Completion = 25-02-2016 Commercial Opening Date(COD) = 15-04-2016
No. of days for which Bonus to be paid = (15-04-2016) - (25-02-2016) = 50 days
Bonus to be paid for early completion for each Annuity (for 50 days) = (0.03/100)*50 days*Rs.1.67 Crore = Rs.0.025 Crore
Payback period = 15 years (w.e.f. COD)
Installmen Balance
t to be amount of
recovered reduction in
due to C.P. due to
Change Balance reduction change in
Annuity Bonus Order Change in C.P. due law
amount Amount Installment Order to change (Rs. in Total
Annuity Due date to be paid to be paid to be amount in law Crore) Installment to
Installment for (Rs. in (Rs. in recovered (Rs. in (Rs. in be paid
No. Payment Crore) Crore) (Rs. in Crore) Crore) Crore) (Rs. in Crore)
1 30/09/16 1.670 0.025 0.4175 9.5825 0.4175 1.5825 0.8605
2 31/12/16 1.670 0.025 0.4175 9.1650 0.4175 1.1650 0.8605
3 31/03/17 1.670 0.025 0.4175 8.7475 0.4175 0.7475 0.8605
4 30/06/17 1.670 0.025 0.4175 8.3300 0.4175 0.3300 0.8605
5 30/09/17 1.670 0.025 0.4175 7.9125 0.3300 0.0000 0.9480
6 31/12/17 1.670 0.025 0.4175 7.4950 1.278
7 31/03/18 1.670 0.025 0.4175 7.0775 1.278
8 30/06/18 1.670 0.025 0.4175 6.6600 1.278
9 30/09/18 1.670 0.025 0.4175 6.2425 1.278
10 31/12/18 1.670 0.025 0.4175 5.8250 1.278
11 31/03/19 1.670 0.025 0.4175 5.4075 1.278
12 30/06/19 1.670 0.025 0.4175 4.9900 1.278
13 30/09/19 1.670 0.025 0.4175 4.5725 1.278
14 31/12/19 1.670 0.025 0.4175 4.1550 1.278
15 31/03/20 1.670 0.025 0.4175 3.7375 1.278
16 30/06/20 1.670 0.025 0.4175 3.3200 1.278
17 30/09/20 1.670 0.025 0.4175 2.9025 1.278
18 31/12/20 1.670 0.025 0.4175 2.4850 1.278
19 31/03/21 1.670 0.025 0.4175 2.0675 1.278
20 30/06/21 1.670 0.025 0.4175 1.6500 1.278
21 30/09/21 1.670 0.025 0.4175 1.2325 1.278
22 31/12/21 1.670 0.025 0.4175 0.8150 1.278
23 31/03/22 1.670 0.025 0.4175 0.3975 1.278
24 30/06/22 1.670 0.025 0.3975 0.0000 1.298
25 30/09/22 1.670 0.025 1.695
26 31/12/22 1.670 0.025 1.695
27 31/03/23 1.670 0.025 1.695
28 30/06/23 1.670 0.025 1.695
29 30/09/23 1.670 0.025 1.695
30 31/12/23 1.670 0.025 1.695
31 31/03/24 1.670 0.025 1.695
32 30/06/24 1.670 0.025 1.695
33 30/09/24 1.670 0.025 1.695
34 31/12/24 1.670 0.025 1.695
35 31/03/25 1.670 0.025 1.695
36 30/06/25 1.670 0.025 1.695
37 30/09/25 1.670 0.025 1.695
38 31/12/25 1.670 0.025 1.695
39 31/03/26 1.670 0.025 1.695
40 30/06/26 1.670 0.025 1.695
41 30/09/26 1.670 0.025 1.695
42 31/12/26 1.670 0.025 1.695
248
43 31/03/27 1.670 0.025 1.695

44 30/06/27 1.670 0.025 1.695
45 30/09/27 1.670 0.025 1.695
46 31/12/27 1.670 0.025 1.695
47 31/03/28 1.670 0.025 1.695
48 30/06/28 1.670 0.025 1.695
49 30/09/28 1.670 0.025 1.695
50 31/12/28 1.670 0.025 1.695
51 31/03/29 1.670 0.025 1.695
52 30/06/29 1.670 0.025 1.695
53 30/09/29 1.670 0.025 1.695
54 31/12/29 1.670 0.025 1.695
55 31/03/30 1.670 0.025 1.695
56 30/06/30 1.670 0.025 1.695
57 30/09/30 1.670 0.025 1.695
58 31/12/30 1.670 0.025 1.695
59 31/03/31 1.670 0.025 1.695
60 30/06/31 1.670 0.025 1.695
Total 100.200 1.500 10.000 2.000 89.700
Note: For -ve Change order as well as for reduction in Contract Price due to Change in Law, 25% of the
Annuity amount is to be recovered with each Annuity till entire value is recovered (Ref. Clause 19.4.5 &
19.5.3).
249
SCHEDULE –R
(See Clause 25.4)
VESTING CERTIFICATE
1. THE PRESIDENT OF INDIA represented by [*** (Designation of the
Signatory)], Ministry of Railways (Railway Board), Government of India
(“MOR”) refers to the Concession Agreement dated ……………………
(the “Agreement”) entered into between MOR and ………………. (the
“Concessionaire”) for [a new line rail system for ** km from ** to ** km
and/or gauge conversion of the rail system for ** km from ** to ** in
linkage and ** km in chainage] under the joint venture model as specified in
the Policy for Participative Models in Rail Connectivity and Capacity
Augmentation of Projects dated December 10, 2012 (as amended from time
to time).
2. MOR hereby acknowledges compliance and fulfilment by the

Concessionaire of the Divestment Requirements set forth in Clause 25.1 of
the Agreement on the basis that upon issue of this Vesting Certificate, MOR
shall be deemed to have acquired, and all title and interest of the
Concessionaire in or about the Rail System shall be deemed to have vested
unto MOR, free from any encumbrances, charges and liens whatsoever.
3. Notwithstanding anything to the contrary contained hereinabove, it shall be a

condition of this Vesting Certificate that nothing contained herein shall be
construed or interpreted as waiving the obligation of the Concessionaire to
rectify and remedy any defect or deficiency in any of the Divestment
Requirements and/or relieving the Concessionaire in any manner of the
same.
Signed this …………… day of …………. 20 ……………. at

………………………………..
AGREED, ACCEPTED AND SIGNED SIGNED, SEALED AND

DELIVERED
CONCESSIONAIRE by: MOR****** by:
(Name) (Name)
(Address) (Address)
250
In the presence of:
1. 2.
The End of Schedules.
251
Appendices
252
APPENDIX-I
LIST OF BID-SPECIFIC CLAUSES$
A. Clauses with non-numerical ($) footnotes:
1. Clause 1.5 : Joint and several liability pertaining to Consortium
2. Clause 14.5 : Power of the Authority to undertake Works
3. Article 31 : Definition of “Consortium”; “Lead Member” and “Project

Agreements”
B. Clauses with curly { } brackets:
1. Recital : Para 2
2. Recital : E; F and G
3. Clause 1.5 : Joint and several liability
4. Clause 6.1 (m) : Representation and Warranties of the Concessionaire
5. Article 31 : Definition of “Affiliate”, “Consortium” “Change in Ownership”

and “Lead Member”
6. Contract Agreement : “Signature” page
C. Clauses with Blank Spaces (.....), (***)
1. First line of the Concession Agreement
2. Recital : Para 1 and Para 2
3. Recital : Item A, B, C and E
4. Clause 4.10 : Training of Authority‟s Personnel
5. Clause 13.2.1 : Provisional Certificate
6. Clause 19.1.1 : Contract Price
7. Clause 30.14 : Notices
8. Article 31 : Definition of “Railway Project”
9. Contract Agreement : “Signature” page
10. Schedule-A, Annexure-I, Annexure II and Annexure IV
11. Schedule-B, Annexure-I
12. Schedule-D, Annexure-II
253
13. Schedule-F, Annexure-I : Item A, B, C, 2 & 8
14. Schedule-F, Annexure-I : Signing Date
15. Schedule-I, Item-2
16. Schedule-J, Provisional Certificate and Completion Certificate
17. Schedule-L, Insurance
18. Schedule-M, Item-1
19. Schedule-O, Escrow Agreement
20. Schedule-P, Substitution Agreement
21. Schedule-R, Vesting Certificate
$
This Appendix-I contains a list of clauses that would need to be suitably modified for
reflecting bid-specific provisions after the Concessionaire 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.
254
APPENDIX-II
LIST OF PROJECT SPECIFIC CLAUSES17
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 4.10 : Training of Authority‟s Personnel
5. Clause 4.10.2 : Training of Authority‟s Personnel (footnote no.6)
6. Clause 5.1.3(b) and (c) : Obligation of the Authority (footnote no. 7 & 8)
7. Clause 5.3 : Environmental and forest clearances (footnote no.9)
8. Clause 5.4.3 : Machinery and equipment (footnote no.10)
9. Clause 5.5 : Electricity transmission lines (footnote no.11)
10. Clause 8.1.1 : Performance Security (footnote no.12)
11. Schedule-A, Annexure-I : Site (footnote no.13)
12. Schedule-B, Annexure-I : Description of Railway Project (footnote no.14)
13. Schedule-C : Project Facilities (footnote no.15)
14. Schedule-D, Annexure-I : Specifications and Standards for Construction

(footnote no.16)
B. Clauses with square [ ] parenthesis:
1. Recital : Para 1
2. Recital (B)
3. Clause 4.5.1 : Concessionaire‟s Personnel
4. Clause 4.13 : Obligations relating to Change in Ownership
5. Clause 5.1.3(c) : Obligations of the Authority
6. Clause 5.1.4 : Obligations of the Authority
7. Clause 5.4.1(c) : Machinery and equipment
8. Clause 5.5 : Electricity transmission lines
255
9. Clause 5.7 : Provision of Power Blocks and Traffic Blocks
10. Clause 6.1 (k) ; Representations and Warranties of the Concessionaire
11. Clause 9.1(a) : The Site
12. Clause 11.3.1 : Construction of Railway Project
13. Clause 11.4.1(a) : Extension of time for completion
14. Clause 13.2.1 : Provisional Certificate
15. Clause 16.1.2 : Defects Liability Period
16. Clause 19.1 : Contract Price
17. Clause 19.3 : Annuity Payments during Payback Period
18. Clause 19.5 : Payment of Change of Scope Order
19. Clause 21.1.6 : Insurance for Works
20. Clause 30.1 : Governing Law and Jurisdiction
21. Clause 30.14 (a) and (b) : Notices
22. Article 31 : Definitions
“Change in Ownership”
“GAD” or “General Arrangement Drawings”
“Project Assets”
23. Signature of the Authority on the last page of the Agreement
24. Schedule-A, Annexure-I : Site and Item No. 4.16
25. Schedule-A, Annexure-III : Alignment Plans
26. Schedule-B, Annexure-I : Description of Railway Project, Item No. 1.4.3,

1.4.5, 1.7, 1.8.1 to 1.8.7, 1.11 to 1.13, 1.15 to 1.17, 2.1.6, 2.3, 3, 3.1, 3.3 to
3.6, 3.8 to 3.11 and 3.17
27. Schedule-C : Project Facilities
28. Schedule-D, Annexure-I : Specifications and Standards for Construction
29. Schedule-F, Annexure-I : Form of Bank Guarantee for Performance Security
30. Schedule-H : Project Completion Schedule
31. Schedule-I : Tests on Completion
256
32. Schedule-L : Insurance

33. Schedule-M : Provision of Traffic Blocks and Power Blocks
34. Schedule-O : Escrow Agreement
35. Schedule-P : Substitution Agreement
17
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.
257

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Model Concession Agreement

Recitals (Concession Agreement) 14

1 Definitions and Interpretation 16

2 Scope of the Project 23

4 Obligations of the Concessionaire 25

5 Obligations of the Authority 33

5.6 Disconnection for modification of existing signalling and

6 Representations and Warranties 38

10 Utilities and Trees 52

11 Design and Construction of the Railway Project 54

11.5 Incomplete Works 61

12 Quality Assurance, Monitoring and Supervision 63

16.4 Concessionaire‟s failure to rectify Defects 78

21.11 Compliance with policy conditions 95

23 Suspension of Concessionaire’s Rights 103

25 Divestment of Rights and Interest 112

26 Assignment and Charges 116

26.2 Permitted assignment and charges 116

27 Liability and Indemnity 118

28 Dispute Resolution 121

29 Rights and Title over the Site 123

A Site of the Project 143

1 The Site 143

B Development of the Railway Project 155

C Project Facilities 195

D Specifications and Standards 196

E Applicable Permits 204

F Form of Bank Guarantee 205

H Project Completion Schedule 214

I Tests on Completion 216

P Substitution Agreement 241

Q Sample Calculation sheet for Annuity Payment

Appendix-I – List of Bid-Specific Clauses 255

1 [The President of India, represented by ***, *** Railway, [Delhi], and

2 {……………………}2, a company incorporated under the provisions of the

DEFINITIONS AND INTERPRETATION

1.2.1 In this Agreement, unless the context otherwise requires,

(a) references to any legislation or any provision thereof shall include

(b) references to laws of India or Indian law or regulation having the

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

(d) the table of contents, headings or sub-headings in this Agreement are

(e) the words “include” and “including” are to be construed without

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

Defects, if any, and other activities incidental to the Construction and

(g) references to “development” include, unless the context otherwise

(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

(k) any reference to month shall mean a reference to a calendar month as

(m) any reference to any period commencing “from” a specified day or

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

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

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

(s) save and except as otherwise provided in this Agreement, any

(t) any agreement, consent, approval, authorisation, notice,

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

(x) time shall be of the essence in the performance of the Parties‟

1.2.2 Unless expressly provided otherwise in this Agreement, any Documentation

1.3 Measurements and arithmetic conventions

1 [The President of India, represented by , Railway, [Delhi], and