MEMORANDUM OF UNDERSTANDING

FOR THE PRE-TENDER TIE-UP TO OFF LOAD A PORTION OF WORK FOR

“CONSTRUCTION OF ROBS AT LC NO. AR-12 FALLING ON NH 130C IN
CONNECTION TO NEW LINE (GC) PROJECT IN THE SECTION COMMENCING
FROM ABHANPUR-RAJIM IN THE STATE OF CHHATTISGARH OF SOUTH EAST
CENTRAL RAILWAY.”

This Pre-Tender Memorandum of Understanding is made at Kolkata on the August, 2022.

BY AND BETWEEN

THE BRAITHWAITE BURN AND JESSOP CONSTRUCTION COMPANY LIMITED, an

existing company under the provisions of Companies Act 2013, having its registered office at –
27, Rajendra Nath Mukherjee Road, Kolkata – 700 001, West Bengal, India (hereinafter referred
to as “BBJ”) which expression shall, unless repugnant to the context or meaning thereof, include
its successors and permitted assigns) of the FIRST PART.

AND

(Name of Design Consultant) , a Proprietorship Firm / Partnership Firm / Company having its office at
____________________________________a, Pin Code - ___________, being represented by its
Authorized Representative – MR. , aged about ______ years, Son of –
_________________________, residing at _______________________________, P.O.
________________, P.S. _______________, District – _______________, Pin Code - ____________,
(Hereinafter referred to as the ‘Agency’) which expression shall, unless repugnant to the context or
meaning thereof, include its successors and permitted assigns of the OTHER PART.

The Expression ‘BBJ’ and ‘Agency’ shall, wherever the context admits, mean and include their
successors-in-interest and assigns and shall collectively be referred to as “the Parties” and
individually as “the Party”.

PREAMBLE

1. WHEREAS BBJ intends to participate by submitting the EPC tender to Chief

Administrative Officer (Con)/ South East Central Railway/ Bilaspur (hereinafter called
“Employer”) for “Construction of ROB at LC No. AR-12 falling on NH 130C in connection to New
Line (GC) project in the section commencing from Abhanpur-Rajim in the State of Chhattisgarh
of South East Central Railway, eTender No. CEC-BSP-22-23-18 (hereinafter referred to as the “said
Project”)

2. In the event BBJ being the successful bidder in getting the contract for the said Project,
BBJ intend to off-load a portion of the said Project to one / two agency(ies) to be selected through
open tendering.

3. As BBJ will be the Bidder for the said Project of South East Central Railway. For the said
purpose of submission of the Bid by BBJ, the Agency agrees to submit all the required documents,
Methodology Statements, Construction Schedule, etc. for the said Project and subsequent
clarifications, if any, to BBJ within the specified time frame fixed by BBJ.

4. NOW THIS MEMORANDUM witnesseth and it is hereby agreed by and between the
parties hereto as follows:
A. The scope and responsibility and participation of the Agency in this MOU shall generally
be as follows:

i) The Agency shall prepare and provide the Planning, Survey, Construction of Foundation
and RCC Substructure including earthwork, Deck concrete work, RCC / PSC
superstructure work along with Bearings, R.E. Wall, Approaches, Road work, Drainage
Work, Project Furniture, Shifting of utilities, Traffic Management, Barricading, Supply of
Cement, Reinforcement, etc. all the work for each ROB except the Supply, Fabrication
and erection of structural steel work and Bearing for Bow String Girder.

ii) The Agency has agreed that the tendered BOQ Items and quantities are tentative and may
change after detail investigation, design and final acceptance of the authority during
execution of the said Project.

iii) The Agency shall bear their own expenses to submit necessary documents for Expression
of Interest and Bidding.

iv) The agency agrees and undertakes to indemnify and hold harmless BBJ against any
liability, loss, cost, damages or expenses sustained as a result of breach or default or
negligence or improper performance or disturbance caused by itself or by any of its
subcontractors, suppliers, or associates in connection with its part of Works as per Contract.

v) For the execution of the scope of work, the Agency shall make own arrangements to bring
in the required finance, plant and equipment, materials, manpower and other resources as
per the written direction given by BBJ.

vi) The Agency shall co-operate with BBJ throughout the entire period of this MOU on the
basis of exclusivity and shall not make arrangement or enter into agreement either directly
or indirectly with any other Party or Group of Parties on matters relating to the Project
except with the prior written consent of BBJ.

vii) The Agency shall not assign or transfer its interest specified in this MOU to any other party
without the prior written consent of BBJ.

B. The scope and responsibility of BBJ in this MOU shall generally be as follows:

i) BBJ will be responsible for participation and securing contract(s) for the said Project of
South East Central Railway.

ii) In the event BBJ being the successful bidder in getting the contract for the said Project,
BBJ will off-load a specific portion of the said Project to the Agency. In this regard the
decision of BBJ is final.

iii) BBJ will make payments to the Agency after successful completion of the off-loaded
portion of the said Project by the Agency, at the agreed rates for the specific project /
contract on back to back basis when BBJ will get corresponding payment from the
concerned Authority of South East Central Railway.
5. Jurisdiction:

This MOU shall be governed by the laws of India and both the parties shall obtain all necessary
approval from appropriate authorities such as, Board / Ministry etc. as and when required for
smooth execution of projects. The Courts in Kolkata will have exclusive jurisdiction in respect
to any disputes arising out of this MOU or relation thereto.

6. Validity:

This MOU shall expire upon happening of the earliest occurrence of any of the following events:
a) BBJ does not become eligible to bid for the project or
b) Having become eligible to bid BBJ submits a tender which is unsuccessful or
c) Having been awarded the contract, on completion of the defect liability period
of the contract or
d) On the signing of a detailed Agreement by the Parties, setting
out therein detailed terms of the said agreement.

7. Confidentiality:

All information acquired/obtained from one party by the other shall be treated as confidential by
the recipient and shall not be used other than for the purpose meant for without the consent in
writing of the party providing the information.

8. Settlement of Disputes/ Arbitration:

In case a dispute or difference of any kind whatsoever, arises out of or relates to the present MOU
or ancillary / incidental as to the terms and conditions of it or relates to any matter for execution
and/or performance, it is a term of the agreement by and between the parties herein that before
invoking arbitration, the aggrieved party shall first & foremost refer the matter to the Competent
Authority of BBJ and the decision / recommendation / interpretation made by the said Competent
Authority of BBJ shall be final & binding upon both the parties.

If a party is dissatisfied with the decisions / recommendations aforesaid, and notwithstanding

anything else contained elsewhere, the aggrieved party may by a notice in writing to the Competent
Authority of BBJ clearly evince the intention to refer the disputes and differences that have arisen
between the parties to Arbitration by constitution of an Arbitral Tribunal. The Arbitral Tribunal
shall consist of three Arbitrators, one each to be nominated by the respective parties and the third
to be appointed by the nominated arbitrators.

Pending submission of and/or decision on a dispute or difference as aforesaid or until the Arbitral
Award is published, the parties (if the Contract is not terminated / cancelled) shall continue to
perform all of their obligations under this present MOU, without prejudice to a final adjustment in
accordance with such award.

The decision of the Arbitral Tribunal arrived at after hearing the parties shall be final and binding
upon the parties. The Arbitration Proceedings shall be conducted in accordance with the
Arbitration and Conciliation Act, 1996 or any statutory modifications or re-enactments thereof.
It is also agreed by the parties that the Arbitration Proceedings shall be conducted in English
language. The venue of Arbitration shall be Kolkata only and any proceedings arising out of this
Agreement / Contract shall be subject to the jurisdiction of Courts at Kolkata.”

9. General:

a. All notices which are required to be given hereunder shall be in writing and shall be
sent to the address of Registered Office of the Company or to the addresses as set out
in this MOU or such other address in India as the recipient may designate by notice
given in accordance with the provisions of this clause. Any such notice may be
delivered personally or by Speed Post or facsimile transmission and shall be deemed
to have been served if by hand when delivered, if by Speed Post, after five working
days from the date of posting and if by facsimile transmission when dispatched.

b. ‘Project Specific Development Agreement’, prepared in line with the present MOU,
shall be signed between the parties for construction of Projects over each land after
reaching consensus of the parties herein.

c. Neither party shall be entitled to have any claim for damages against the other party in
respect of non-performance or delay in performance of this MOU caused by reason of
any event beyond the reasonable control of other party, including but not limited to
government action, war, hostilities act of the public enemy, civil commotion, any
imminent threat of the proceeding, sabotage, fire, flood explosion, epidemics, acts of
God, quarantine restrictions, strike or lockout, orders/directions of any
statutory/judicial authority etc.

d. Other matters not stipulated in this MOU shall be discussed and decided later between
the Parties.

e. This MOU is being executed in duplicate.

10. By signing this MOU, the Parties acknowledge that it correctly records the understanding
the parties have reached with regard to the mutual co-operation in their common interest.

THIS MOU IS MADE BETWEEN BBJ AND AGENCY WITH THE APPROVAL OF
THEIR RESPECTIVE BOARD OF DIRECTORS OF THE COMPANY AND IS SIGNED
BY THE DULY AUTHORIZED REPRESENTATIVE OF BOTH THE PARTIES, IN
PRESENCE OF THE FOLLOWING WITNESSES:-

…………………………………….. …………………………………..…………
FOR AND ON BEHALF OF FOR AND ON BEHALF OF AGENCY
The Braithwaite Burn And
Jessop Construction Co. Ltd.
(BBJ)
(A Government of India Enterprise)
Witnesses Witnesses

1. 1.

2. 2.