ANNEX X

CONDITIONS FOR THE EXECUTION OF WORKS

This annex contains the terms and conditions that shall govern the rights and
obligations of the Contractor and the Principal as regards the execution of the
Works in charge of the Contractor pursuant to the Framework Contract:

SECTION 1. DEFINITIONS

1.1. For the purpose of the interpretation of these Conditions, the Parties
define the following terms pursuant to the meanings hereinbelow set
forth:

1.1.1. “Area of Works” means the area where the Works in charge of
the Contractor are to be carried out and the nearby spaces
whose availability is necessary in order to comply with the
Conditions.

1.1.2. “BCyL” means Belgrano Cargas y Logística Sociedad

Anónima, a company incorporated and existing under General
Corporations’ Law N° 19.550, railway operator of the lines
where the Works will be executed.

1.1.3. “Goods” means the Goods of Chinese Origin and the Goods of
Argentine Origin held by the Ministry at the moment of the exe-
cution of the action, activity, service, right or obligation to which
said Goods of Argentine Origin and of Chinese Origin are re-
lated in the pertinent SECTION in these Conditions pursuant to
the Contract.

1.1.4. “Goods of Chinese Origin” means the Railway Components,

Spare Parts, Tools, Technical Documents necessary for the
compliance with these Conditions.

This concept does not comprise the machines and accessories

 that CRCC must use for the execution of Works the ownership
of which is not transferred to the Ministry pursuant to the
Contract.

1.1.5. “Goods of Argentine Origin” means all the goods necessary

for the compliance with these Conditions other than Goods of
Chinese Origen.

This concept does not comprise the machines and accessories

that CRCC must use for the execution of Works the ownership
of which is not transferred to the Ministry pursuant to the
Contract.

1.1.6. “Principal” means the Ministry.

1.1.7. “Conditions” means these conditions for the execution of

works, with the inclusion of the Annexes and all the documents
incorporated as reference.

1.1.8. “Contractor” means CRCC through CRCC Argentina.

1.1.9. “Effective and Direct Costs” means the effective and direct
costs that have a direct cause in the non-compliance with the
supply of Working Time Frames or of the Goods and Services
of Argentine Origin.

1.1.10. “Working Time Frames Schedule” means the Working Time

Frames Schedule detailed in Annex V.

1.1.11. “Construction Field Office” means the place or space where

the Works are executed, the materials are deposited, the
machinery is kept, and the adjacent or nearby places.

1.1.12. “Principal’s Representative” means the Representative of the

Ministry.
1.1.13. “Summary of Work and Machinery to be Used” means the
contents of the document incorporated in Annex IV.

1.1.14. “Working Time Frames” means the daily hours during which
the Contractor shall have free Access to and availability of the
corresponding Stretches in order to execute the works and
during which said Stretches shall not be operated by BCyL
pursuant to the Working Time Frames’ Schedule.

1.2. The Parties hereby establish the following basic rules for the
interpretation of these Conditions:

1.2.1. Fixed Price Contract shall be interpreted as the contracting

system by means of which the work progress certifications are
for the sole purpose of the payment on account of the Price for
the Works in charge of the Contractor. Consequently, no
difference in favor of the Contractor shall be acknowledged
between the volume of executed Works and the one specified
in the Project’s Budget, except when the differences were
generated by extensions or modifications duly approved by the
Principal.

1.2.2. the Works comprise all Works provided for in Annex IX-A to the
Framework Contract, including the Project’s Signaling.

1.2.3. when no specific terms were established in these Conditions or

in the Works Plan, the compliance in question must take place
within the term of five (5) working days as from the occurrence
of the reference action.

1.2.4. in such cases when one of the Parties observes or objects an

action or proceeding of the other Party or responds to an
objection or observation of the other Party, the pertinent
objection, observation or response must be concrete, well-
founded and substantial and must be made in writing.
1.2.5. such representations and obligations incumbent upon the
Contractor before the incorporation of CRCC Argentina are or
shall be complied, as appropriate, by CRCC.

1.2.6. any term defined in the Framework Contract that is not

expressly defined in these Conditions shall be construed
pursuant to the definition existing in the Framework Contract.

SECTION 2 - ANNEXES

1.3. The following documents are an integral part of these Conditions:

1.3.1. Annex I. Procedure for intervention of operating rails;

1.3.2. Annex II. Operating Technical Regulations (RITO);

1.3.3. Annex III. BCyL’s Operating Regulations

1.3.4. Annex IV. Summary of Work Methodology and Machinery to be

Used.

1.3.5. Annex V. Working Time Frames’ Schedule

1.3.6. Annex VI. Prices Redetermination Mechanism

SECTION 2. SUBJECT MATTER

1.4. The Contractor shall carry out the Works in accordance with the Design,
the Technical Specifications, the documents and provisions of the
Framework Contract and the other terms contained in these Conditions.

1.5. The Works comprise all the supply of equipment, installation, services,
tasks, supply of materials, tools, auxiliary structures, labor, the
processing and procurement of pertinent licenses and permits and other
actions and activities explicitly or implicitly necessary for the compliance
with the Works pursuant to the Design, purpose and to the provisions of
the Works Technical Drawings, Technical Specifications, Environmental
 and Safety Management of the Framework Contract, all pursuant to
best international rules and standards applicable in each case for the
purposes of carrying out the implementation that shall also be under the
Contractor’s responsibility in compliance with the required safety
standards.

1.6. The works are contracted under the Fixed Price Contract system.

SECTION 2. PRICE OF WORKS

1.7. The Price of Works in charge of the Contractor is established in

SECTION 8.1.2 of the Framework Contract pursuant to the Project’s
Budget (“Price of Works in charge of the Contractor”).

1.8. Included in the Price of Works in charge of the Contractor is the cost of
all works that, not being expressly indicated in these Conditions, are
essential and must be executed or provided so that the works are in
each part and as a whole finished according to their purpose and to the
Design, Technical Specifications and other applicable documents.

1.9. The Price of Works in charge of the Contractor and the method of
payment shall comply with the provisions of SECTION 26 of these
Conditions, the provisions of SECTIONS 8.1.2 and 15 of the Framework
Contract and of the Payment Circuit, and shall be re-determined when
appropriate pursuant to SECTION 29.

1.10. The Principal is entitled to unilaterally increase the contracted services

up to twenty per cent (20%) of the Price of Works in charge of the
Contractor in the agreed conditions and prices and adjusting the
pertinent terms and documents, and to do that the Principal can
authorize the execution of new items, not originally provided for,
respecting the general structure of prices, general expenditures,
benefits, taxes and costs of materials, supplies, labor and equipment of
the Contractor’s prices analysis.
1.11. Whenever it is necessary to determine new values to make up the Price
of items not provided for in the Project’s Budget, the values and
structure of the prices already provided for shall be taken as reference.

SECTION 2. WORKS PLAN

1.12. Within a term of one hundred and twenty days (120) as from the
reception of the Order to Proceed, the Contractor shall submit to the
Principal the works plan (“Works Plan”), which must:

1.12.1. be developed according to the Gantt method;

1.12.2. allow the analysis of the Works execution; and

1.12.3. contain the following information:

1.12.3.1. detail of all the activities to be developed with indication of

duration of each one of them;

1.12.3.2. detail of starting and finishing dates for each activity;

1.12.3.3. percentage of monthly physical progress stipulated for

each activity;

1.12.3.4. investment curve, where the monthly investment program

shall be detailed by activities, on the basis of the Works
program. The investments shall be allocated in this
program in correspondence with the month in which the
respective tasks are executed;

1.12.3.5. works execution schedule by Stretch as from the Order to

Proceed reception date. This schedule must expressly and
clearly identify the intermediate milestones in the
execution of Works in each Stretch and according to the
phases set forth for the works progress control, the
delinquency rate, penalties and other contractual effects;
1.12.3.6. plan for the movement of equipment and materials,
identifying the Schedule of movement by week for each
one of the materials and pieces of equipment to be
incorporated to the works for each activity, including road
equipment, and a descriptive memory of the different
proceedings;

1.12.3.7. Schedule of the occurrence of temporary contingencies

such as rains, bad weather and other events, even if
remarkably rare in the Area of Works;

1.12.3.8. Necessary provisions to avoid delays due to tardiness in

the Works, in the supply of materials and equipment, and
in their implementation; and

1.12.3.9. A direct labor, indirect labor and total labor histogram, with
indication of the labor load in each activity.

1.13. The schedules provided for in this SECTION 5 must be elaborated by

the critical path method with Microsoft Project, and must have four
hundred (400) useful activities in the Stretch with Working Time Frames
of eight (8) daily hours of rails to be renewed and of four hundred (400)
useful activities every two hundred kilometers (200 km) in the Stretches
with Working Time Frames of twenty-four (24) daily hours. The activities
shall be organized with a Work Breakdown Structure (WBS) according
to each one of the quotation chart items. These activities must contain
the load of direct man hours resources with which the labor histogram
must be elaborated.

1.14. The schedules and histogram provided for in this SECTION 5 must
have a level of detail sufficient to allow the Principal to analyze the
consistency of the information, so as to verify its correspondence with
the term provided in the Works Plan.

1.15. The terms contained in the Works Plan shall be construed as the
 effective date and the maximum term for the duration of the activities
corresponding to the execution of works. The Contractor shall be
entitled to accelerate the physical progress of the execution of Works,
but this shall not entitle it to demand the Principal for an acceleration in
the schedule of payments, unless previously agreed in writing.

1.16. The activities detailed in the Works Plan must be perfectly defined and
broken down in an adequate quantity, and must have a homogeneous
significance with durations in agreement with the characteristics of
works. The activities or the composition of several of them shall be
coherent with the categories or items as indicated in the Project’s
Budget.

1.17. Works Plan Evaluation

1.17.1. The Principal shall carry out the Works Plan Evaluation, and its
approval shall imply the determination of all the Works
execution dates, the partial amounts to be certified and other
contractual obligations.

1.17.2. The Contractor shall satisfy any observation or request for

clarification, submittal of documents or complementary
information of the Principal’s Representative within thirty (30)
days as from the reception of said request.

1.17.3. Should the Principal carry out an observation or request for

clarification, submittal of documents or complementary
information in relation to the Works Plan and should the
Contractor fail to respond or should the Contractor respond
deficiently about the required aspects in the term indicated in
the previous paragraph, the behavior of the Contractor shall be
deemed as serious negligent behavior after ten (10) working
days as from the demand for action on the part of the Principal,
and may be liable for the penalty of between one tenth per cent
 (0,1%) and five tenths per cent (0,5%) of the Price of Works in
charge of the Contractor, the procedure provided for in
SECTION 35 being applicable.

1.18. Staking out

1.18.1. The staking out shall be carried out in the manner, in the term
and conditions set forth by Work Inspection. The supply of the
necessary elements and the expenses originated in the stake
out operations, as well as those originated in the use of
devices, fixtures, work force and other expenses shall be borne
by the Contractor.

1.18.2. The Contractor shall adjust its work to comply with the
stipulated terms, even when this implies working on non-
working days or times. Should the Contractor decide to work on
said days or times, it shall bear all the costs and it shall notify
Work Inspection with sufficient notice.

1.18.3. Work Inspection shall control and verify the staking out of the
Works carried out by the Contractor.

1.18.4. Once the fixed points have been established by the Contractor
and accepted by Work Inspection, the Contractor shall be
responsible for their conservation and stability.

1.18.5. The Contractor is responsible for the staking out and for any
wrongly placed work due to stake out errors, whatever the
origin. Said errors shall be amended if possible, or otherwise
demolished and re-built when the error is noticed, whatever the
progress of works; all expenses thereof being borne by the
Contractor.

SECTION 2. DELAYS, EXTENSIONS OF THE WORKS EXECUTION TERMS

PURSUANT THE WORK PLAN AND AMENDMENTS TO THE WORKS PLAN
1.19. Extensions of the Works execution terms pursuant to the Work
Plan

1.19.1. The Contractor shall not ask for extensions of the Work Plan
terms on the grounds of facts that have not been reported to the
Principal within the term of sixty (60) days prior to the submittal
of the pertinent Special Report regarding the mentioned
extension.

1.19.2. The Principal shall approve the extensions of the Works

execution terms pursuant to the Work Plan on any of the
following grounds affecting the execution of works and to the
extent of said impact:

1.19.3. delay in the study of a solution to the unforeseen technical

difficulties that hinder the normal execution of works.

1.19.4. allegation and concrete and substantial evidence of Force

Majeure or Act of God events.

1.19.5. notorious and duly verified shortage of materials or

transportation elements originated in causes other than the
ones the Contractor must respond to.

1.19.6. general labor disputes.

1.19.7. serious incident affecting the Goods or the Area of Works.

1.19.8. Any other circumstance validating the extension of the term

according to the reasonable consideration of Work Inspection.

1.19.9. the addition of Works to the plan as stipulated by the Principal

that justify the extension due to their significance.

1.19.10. delays attributable to the Principal that expressly grant the

Contractor the right to cancel or postpone the execution of
 Works pursuant to the Contract.

1.19.11. delays attributable to human person or legal entity under the

control of the Principal.

1.19.12. cancellation of the execution of works not caused by an error,

omission or deficient action on the part of the Contractor
pursuant to the obligations and standards expressly or implicitly
set forth in this Contract.

1.19.13. error or omission of the Ministry objectively implying a delay in

the execution of Works in relation to the Works affected by said
deficient action of the Ministry and to the extent implied by said
deficiency.

1.19.14. error or omission in the execution of Works under the

responsibility of ADIF that objectively imply a delay in the
execution of the Works in relation with the works affected by
said execution.

1.19.15. The requests for the extension of the terms shall be submitted
and shall be carried out pursuant to the provisions of
SECTIONS 7, 14 and 18 of the Framework Contract.

1.19.16. The Principal shall be entitled to approve extensions of the

Works execution term pursuant to the Work Plan without the
need of a prior submittal on the part of the Contractor, upon a
concrete well -founded and substantial report in that sense
made by Work Inspection, when the cause or determining factor
for the delay be attributable to the Principal.

1.20. Work Plan Amendment

1.20.1. The Contractor shall adjust the Work Plan, the investment
curve, the preliminary monthly certification multi-annual plan
and the curve and Schedule of total disbursements in the term
 of ten (10) days as from the approval of an extension pursuant
to the provisions of this .

1.20.2. The Principal shall carry out the Evaluation of the Work Plan’s
amendment proposal.

1.20.3. As from each Work Plan’s amendment, the Principal shall

readjust its payment schedule.

1.20.4. The amended Work Plan shall provide for the modifications
needed for the progress of the corresponding Works or required
by the Principal at its sole discretion.

1.20.5. The amendments to the Work Plan shall not imply the
justification of delays in the execution of Works in relation to the
original Work Plan, unless an extension had been approved
pursuant to the provisions of .

1.20.6. Should it be necessary to amend the Work Plan, the Contractor

shall submit a Special Report in relation to the affected
activities, the causes and scope of the affectation, its execution
term and incidence in the term provided for in the Work Plan.

SECTION 2. LICENCES, WORK AUTHORIZATIONS OR PERMITS

1.21. The Contractor shall at its own cost and expense, perform all the
actions, formalities and procedures necessary before the providers of
public and/or private services and/or bodies and/or national, provincial
or local entities, should licenses or authorizations be required to
proceed with the Works, or should the works affect the premises of said
companies or public offices, with sufficient notice so as to avoid delays
or interruptions in the works pursuant to the Work Plan.

1.22. The Principal shall provide reasonable cooperation for the Contractor to
carry out the actions described in SECTION 1.21..
SECTION 2. CONTRACTOR’S RESPONSIBILITY

1.23. The Contractor is responsible before the Principal for the compliance of
its obligation of executing the Works in due time and form.

1.24. The services implied by the Works are assumed by the Contractor at its
own risk as regards the management and execution and from the
technical, legal, economic and financial point of view.

1.25. The Principal shall not be responsible before third parties for the
liabilities undertaken by the Contractor as regards the works, the
Contractor shall be liable thereof, unless said liability be attributable to
negligence on the part of the Principal.

The Subcontractors employed in the execution of Works must include in

the pertinent subcontract a guarantee in conformity with the provisions
of these Conditions, and shall be jointly and severally liable with the
Contractor before the Principal to the extent of their intervention in the
fulfillment of the Contract.

1.26. The Contractor shall not be allowed to:

1.26.1. Allege a liability disclaimer due to interpretation errors of the

whole or of any part of the contractual documents, or claim non-
compliance of its own personnel or supplier; or

1.26.2. Excuse non-compliance for errors, faults or omissions of Work

Inspection in the verification of said non-compliances.

1.27. The Contractor shall take all measures, precautions and provisions
necessary or indicated by Work Inspection to avoid damages to the
Works executed by the Contractor, to the Contractor’s Personnel, to
people reporting to it, to the people appointed by the Principal or by
Work Inspection in the Area of Works, to third parties and to the goods
of the Principal or of third parties, whether the damages are caused by
maneuvers in the Construction Field Office, by the action of elements or
 by eventual causes. Should said damages occur, the Contractor shall
be responsible for the compensation thereof.

These liabilities shall subsist until the Provisional Acceptance of Works

and during the execution of the complementary works carried out in the
Guarantee Period. To that effect, the Contractor must have a civil
liability insurance policy allocated to the works pursuant to the
provisions of SECTION 1.29..

1.28. The Contractor shall by no means be liable to the Principal for the
delays or lack of execution of part or the whole of Works to the extent
that this is directly due to the delays or non-compliance the Principal
might incur in, or any entity controlled by it, of its obligation to make
available to the Contractor part or the whole of the Area of Works,
including the areas where the Signaling works provided for in Annex IX-
A of the Framework Contract must be carried out, pursuant to the
Design and Works Schedule.

The Contractor must start or resume the Works pending to be executed

due to the causes provided for in the previous paragraph unless:

1.28.1. For Works in general, except for the Signaling works, the delay
in the making available of the Area of Works required spaces
extends over a term of more than ninety days.

1.28.2. Subject to the provisions of SECTION 8.6.3., in the case of

Signaling works, the delay in the making available of the Area of
Works required spaces extends over a term of more than 135
(one hundred and thirty-five) days counted as from the date on
which the rest of the Contractor’s works have been certified.

1.28.3. Before the Contractor finishes the rest of Works under its
responsibility, the Principal shall give notice to the Contractor of
the date on which the Work Areas necessary to carry out the
pending Signaling Works shall be available (the “Availability
 Date”).

1.28.3.1. Should the Availability Date be less than135 (one hundred

and thirty-five) days as from the date the Contractor
finishes the rest of the works, the Contractor must be
available to carry out the pending Signaling Works as from
said date, any mobilization/demobilization cost being at its
own expense, including the costs associated with the
removal of the personnel in charge of the Signaling tasks
and their return to Argentina.

1.28.3.2. Should the Availability Date be more than135 days, and

less than 2 years, as from the Contractor finishes the rest
of the Works, the Contractor must be available to carry out
the pending Signaling works as from said date, any
mobilization/demobilization cost being at the Principal’s
expense pursuant to the terms provided for in SECTION
8.6.3.1. In this case, the following scheme shall apply:

1.28.3.2.1. The cost of the Signaling Works shall be subject to

the prices re-determination provided for in this
Annex.

1.28.3.2.2. The Signaling goods that must be purchased shall

maintain the value agreed between the Parties in the
Framework Contract for a term of 1 year as from the
completion of the Works on the part of the Contractor
(except for the Signaling works). Once said term has
expired, the Parties must one more renegotiate said
value.

1.28.3.2.3. Under no circumstances shall the Contractor be

liable to carry out the pending Signaling Works
should the term provided for in SECTION 8.6.3.2.
 exceed the term of 2 years.

SECTION 2. INSURANCES

1.29. Insurances and minimum terms

1.29.1. The Contractor shall hire the following insurances

(“Insurances”):

1.29.1.1. Third Party and Civil Liability Insurance

The Contractor must hire a civil liability and third-party

insurance with a coverage of two hundred million pesos ($
200.000.000) which must cover:

1.29.1.1.1. Any loss and/or claim for damages caused to any

person and/or goods of third parties of any nature,
that may be produced as a consequence of the
execution and maintenance of the works and/or any
judicial claim and expense of any nature in relation to
such execution and maintenance;

1.29.1.1.2. The recoverable legal costs of the insured party for

any claimant; and

1.29.1.1.3. The defense costs and expenses incurred by the

insured party with the written consent of the insurer.

1.29.1.2. Insurance against damage and loss of Goods in custody

The Contractor must hire an insurance against damage or

loss of the Goods in custody with an amount coverage not
inferior to seventy per cent (70%) of its value according to
the Contract.

This Insurance in relation to the Goods must have the

Principal as beneficiary, or should the goods be the
 property of the Contractor, the latter shall be the
beneficiary thereof.

1.29.1.3. Compulsory environmental insurance

The Contractor must hire a compulsory environmental

insurance pursuant to SECTION 22 of Environmental
General Law N° 25.675, in compliance with Resolution Nº
37.160 of the National Insurance Superintendency (or
pursuant to the regulations that substitute, modify or
complement it), and other applicable laws, in the following
terms:

1.29.1.3.1. It must cover all the environmental damage risks

caused by the execution or maintenance of the
works, in the terms established by the laws of the
Argentine Republic.

1.29.1.3.2. The policy must indicate that the Contractor is the

“contracting policyholder”, the provincial body with
jurisdiction in environmental matters determined by
the Principal shall be the “insured party”, and that the
Principal shall be the “additional insured party”.

To determine the adequacy of this Insurance, general

risky situations, typical cases and local remedial costs
shall be contemplated pursuant to the terms established
by laws, without considering particular situations that
might increase it, which is why should the environmental
damage exceed the minimum levels established in the
policy shall be the Contractor’s sole liability.

1.29.1.4. Works Insurance

The Contractor must insure the works, the temporary

 Works and equipment involved (or to be involved) in the
execution and maintenance of the Works with an
insurance policy called “works all risks” (“Works
Insurance”), where it must be expressly stated that:

1.29.1.4.1. It shall cover an amount equivalent to the

proportional of the Price of Works under the
Contractor’s responsibility, with the inclusion of Value
Added Tax, in relation to each Stretch as from the
start of its execution until the Works’ Final
Acceptance.

1.29.1.4.2. It may be extended by means of Technical

Amendments.

1.29.1.4.3. The Contractor is the “contracting policyholder”, and

that the Principal is the “ensured party” and
“beneficiary” of the compensatory payment in case of
damage.

1.29.1.5. Insurance against personnel accidents and/or injuries

The Contractor must hire an insurance against personal

accidents and/or injuries for the Principal’s personnel, the
Work Inspection personnel, the Work Management
personnel, the Contractor and the Sub-Contractor
appointed to the works in the following terms

1.29.1.5.1. It must comply with all the work risks in the terms,
limits and within the scopes of the provisions of Acts
Nº 24.557, 27.348 and complementary regulations
on behalf of the previously mentioned personnel,
covering the liabilities emerging from damages or
payable for compensations because of or as a
consequence of any accident or injury to any
 employee working in the execution, inspection,
control, management or maintenance of works.

1.29.1.5.2. It must provide compensation for any claim,

judgement, costs and fees or any other emerging
expenditure or related to any other accident or
damage, pursuant to applicable legislation.

1.29.1.5.3. It must cover the personnel appointed in each period.

1.29.1.5.4. It must expressly state that the insurance company

waives its cancellation right.

1.29.1.6. Likewise, the Contractor must submit to the Principal the

affiliation contract to a worker’s compensation insurance
company pursuant to the provisions of the laws of the
Argentine Republic.

1.29.1.7. Compulsory group life insurance

The Contractor must hire a compulsory group life

insurance pursuant to the provisions of Decree Nº 1567/74
covering the risks of all the Contractor’s personnel, Work
Inspection’s personnel, Construction Management’s
personnel, and of the Sub-Contractors affected to the
execution, management, inspection, control or
maintenance of the works, pursuant to the laws of the
Argentine Republic.

1.29.2. Insurances Term of Effectiveness

1.29.2.1. The Insurances must cover without interruption the risks in

favor of the insured parties and the beneficiaries as from
the start of the execution of Works and until the Final
Acceptance of Works, in each one of its Stretches.
1.29.2.2. The insurance against damage and loss of Goods in
custody in relation to each one of the Goods must comply
without interruption the risks referred in SECTION
1.29.1.2. as from the moment of its respective delivery to
the Contractor until the final incorporation of said
materials to the works, excluding losses or damages
happening before the insurance effective date or of the
extension agreed to cover certain Goods.

1.29.2.3. The Insurance policies shall not contain restrictive clauses

limiting the continuity of their effectiveness in case of delay
or default in the corresponding payments in relation with
the works.

1.29.3. Amounts of Insurance

In such cases when the amount of the Insurance is not

specified in these Conditions or in the laws, the Contractor shall
hire by a coverage amount not below the average habitually or
reasonably hired by the Ministry public Works Contractors in
relation to the type of insurance in question and to Works of
similar characteristics and extent, according to the information
and truthful documents provided by the Principal to that effect.

1.30. Insurance certificates

The Contractor shall certify the hiring of Insurances and their validity, by
the submittal of the policies or coverage certificates issued by the
insurance companies to the Principal and the payment slips of the
insurance premiums within the term of five (5) working days as from the
issuance of the Order to Proceed.

1.31. Insurance Companies

1.31.1. The Insurances must be hired with insurance companies that

 comply with the following requisites:

1.31.1.1. Must be authorized by the National Insurance

Superintendence in relation to the type of insurance in
question; and

1.31.1.2. Must be expressly accepted by the Principal, who shall not

be allowed to reject them without a reason.

1.31.2. The Contractor must attach the latest quarterly reports of the
National Insurance Superintendence.

The Principal may request the change of insurance company

within the term of five (5) working days as from the Evaluation
of the Periodic Report from which it arises that:

1.31.2.1. The National Insurance Superintendence has determined

the non-compliance of the insurance company with the
financial position or solvency parameters required by law;
or

1.31.2.2. The reports related to the insurance company are

unavailable or outdated.

1.32. Insurance insufficiency

1.32.1. In case the amount of the contracted Insurances fails to cover

the produced damage, the resulting differences must be
covered by the Contractor.

1.32.2. In case of insolvency or bankruptcy of the insurance company,

the Contractor must afford at its own expense all the damages
in question, releasing the Principal from any liabilities, damage
or nuisance directly or indirectly caused.

1.33. No Insurance hiring or maintenance

1.33.1. The lack of Insurance hiring, their extinction due to
nonpayment, or any other grounds hindering its execution, shall
not release the Contractor from the whole of the pecuniary, civil
and penal liabilities arising explicitly or implicitly from the
Contract, nor shall the lack of an eventual prior demand for
payment or non- compliance request on the part of the Principal
constitute grounds for exception.

1.33.2. Should the Contractor fail to hire or to keep in force any of the
Insurances, the Principal shall be entitled to hire and keep in
force such Insurances and pay the necessary premiums owed
by the Contractor, notwithstanding any other right, measure or
action that it might exercise. The Principal shall deduct the
premiums paid out from the first Work Progress Certificate
following said incident.

The Principal may authorize the cancellation of the tasks

corresponding to the Works due to lack of coverage of the
required Insurances pursuant to this upon the commencement
of Works execution. This cancellation shall not imply an
extension in relation to the Work Plan, and the Principal shall
not pay any amount on account of that; the Principal may even
terminate the Contract.

1.34. Cost of Insurances

1.34.1. Should an item fail to be expressly provided for in the Project’s

Budget for Insurances costing, it shall be understood that its
Price shall be divided proportionally in other concepts or items
of the Project’s Budget.

1.34.2. Interests and costs for late payments and the economic and
contractual consequences for the lack of effect of the pertinent
insurance shall be borne by the Contractor.
1.34.3. Should the Works execution actual term exceed the one
provided for in the Design and Works Schedule and/or in the
Work Plan, as appropriate, plus the eventual term extensions
granted by the Principal, the costs of the Insurances for all such
extra time shall be borne solely by the Contractor.

1.35. Contractor’s Responsibility

1.35.1. Whatever the exclusions contained in the Insurance policy, the

Principal shall only release the Contractor from liability for the
damages or loses occurred as a consequence of the following
acceptable exclusions:

1.35.1.1. Activities or operations in relation with wars declared or

not, hostilities, invasion or any foreign enemy action, civil
war, revolution, rebellion, insurrection, attempted coup,
martial law, civil unrest, strife, de facto requisition or
requisition to destroy goods ordered by de facto or di jure
national, provincial or municipal authority.

1.35.1.2. Loss or damage as a consequence of nuclear reaction,

nuclear radiation or radioactive contamination as long as
they are not insured.

1.35.2. In all cases, it shall be the Contractor’s obligation to serve

notice on the insurance companies about any question or event
requiring said notification in agreement with applicable clauses
of Insurance contracts. The Contractor shall be responsible for
all losses, claims, demands, judicial actions, costs, expenses
and expenditures of any nature originated directly due to the
non-compliance of said requirements.

SECTION 2. AREA OF WORKS

1.36. The Contractor manifests that it has inspected and studied the area of
 Works under its responsibility for the purposes of the preparation of the
Project’s Budget, the Design and other activities prior to and
subsequent to the Contract’s Effective Date, and that it fully approves
its status and situation.

1.37. The Principal and the Contractor shall make up a Certificate of delivery
of the Area of Works upon it being made available.

If feasible and required by the Contractor pursuant to The Design and

Works Schedule and the Work Plans, the making up of certificates of
partial acceptance for the Area of Works shall be possible.

SECTION 2. CONTRACTOR’S GENERAL OBLIGATIONS

1.38. The Contractor shall keep at all times a complete copy of all the
Contract documents in the Area of Works.

1.39. The Contractor is obliged to request from the competent local authority,
the alignment and the corresponding levels. The Principal shall
collaborate to the extent of its jurisdiction with the Contractor in the
carrying out of said procedures.

1.40. The warehouses, sheds, roofs, and in general all provisional

constructions for offices, storage rooms, workshops, changing rooms,
dining rooms, kitchens and sanitary rooms, shall be installed and kept
by the Contractor in perfect cleaning and conservation condition, the
lighting and the supply and distribution of water being under its charge
and, upon the completion of the works, they shall be demolished and
removed by the Contractor, when so required by Work Inspection.

1.41. The services (water, gas and electricity) needed for the execution of the
Works must be borne by the Contractor, who shall pay for all the rights
under said concept.

1.42. The Contractor shall use methods and equipment that in the opinion of
Work Inspection and/or Construction Management assure a satisfactory
 quality in the execution of works and the compliance with the terms
provided for in the Work Plan and the Design and Works Schedule.

Lack of observations, objections or instructions by Work Inspection

and/or by the Construction Management shall not exempt the
Contractor from its liability as regards the bad quality of works or the
delay in their execution.

1.43. The Contractor shall be in charge of the machines, machinery and

equipment necessary for better execution of the Works, including the
equipment provided for in the Summary of Construction Methodology
and Machineries to be Used.

1.44. The Contractor must at all times comply with the Quality, Environmental
Management and Safety Plan

SECTION 2. CONSTRUCTION FIELD OFFICE

1.45. The Contractor can request to the Principal the properties owned by it
or by legal entities under its control it considers necessary for the
installation of Construction Field Offices.

1.46. The Principal shall either hand over the properties or carry out all the
actions aimed at making the properties available to the Contractor
pursuant to SECTION 1.45. free of charge should it be considered
convenient that said surfaces be available for such effects. Otherwise,
the Contractor must take the necessary steps to obtain the
properties/lands of third parties at its own account, expense and
responsibility.

1.47. Whenever the Construction Field Office installation is carried out in

premises owned by the Principal and/or a legal entity acting in the
jurisdiction of the Principal, Work Inspection and/or Construction
Management shall authorize the Contractor to carry out all the
necessary works for the placing of materials, tools, equipment, etc. Said
 tasks shall be carried out by the Contractor in agreement with Work
Inspection, which shall give the precise directives about the site location
and the final surface to be occupied.

1.48. The Contractor must enclose the Construction Field Office so that it is
clearly separated from the rest of the Contractor’s or third parties’
premises.

1.49. Upon the completion of the Works supported by the Construction Field
Office in question, the Contractor shall withdraw all the installations,
constructions, warehouses, etc., leaving the occupied places in perfect
conditions of cleanliness and to the complete satisfaction of Work
Inspection.

1.50. The total cost of the Construction Field Offices installed by the
Contractor shall be included in the Price of Works in charge of the
Contractor.

1.51. The materials listed in the Project’s Budget that must be withdrawn from
the Construction Field Office, not used in the Works shall be the
property of the Principal.

The materials not listed in the Project’s Budget and that have not been
paid by the Principal within the framework of the Contract and the
Goods shall be the property of the Contractor.

1.52. Before the commencement of works, the Contractor shall submit its
Construction Field Office plan and project for Evaluation by the
Construction Management and shall adjust its premises to the
observations reasonably posed by it.

1.53. Should the Contractor deem convenient to have more than one
Construction Field Office and Construction Management so approve, it
must comply with the provisions corresponding to Construction Field
Offices as regards each one of them.
SECTION 2. WORK INSPECTION OFFICE

1.54. The Contractor shall install the premises to be used as Work Inspection
offices with standard characteristics in agreement with the building
practice for railway infrastructure in the Argentine Republic in a place
near its own offices.

Said premises shall be withdrawn when Work Inspection so decides,

always before the Final Acceptance of Works, and its elements shall be
the property of the Contractor, who shall maintain the permanent
cleanliness and conservation of the Work Inspection offices.

1.55. Should Work Inspection decide that its offices be kept in service upon
the Provisional Acceptance of Works, their maintenance, cleaning,
electric energy and telephone service supply shall be the responsibility
of the Principal until the Contractor receives the order of removing said
premises.

1.56. The Contractor shall not be allowed to place in the construction site any
sign or signal without the prior written consent of the Construction
Management or of Work Inspection, who shall decide upon their text,
location, design and dimensions.

SECTION 2. MAINTENANCE, CLEANING AND CONSERVATION

OF WORKS

1.57. As from the commencement of Works until the Provisional Acceptance

of Works, the Contractor shall maintain the Area of Works clean and
tidy pursuant to the laws. The Contractor shall act similarly as regards
the treatment of waste generated within the framework of the execution
of works.

1.58. The Contractor shall carry out the tasks of reparation, maintenance,
conservation and security of the Works following the opinion of Work
Inspection, in relation to obvious defects in the works until the Final
 Reception of Works.

1.59. The Contractor shall maintain in the Area of Works and in the
Construction Field Office an adequate cleanliness in the opinion of the
Construction Management or of Work Inspection and must maintain the
Construction Field Office free from waste. Upon the termination of
works, the Contractor must deliver the Area of Works and the land
previously occupied by the Construction Field Office perfectly clean and
without any kind of waste or equipment.

1.60. The Area of Works must be kept clean daily.

The final cleaning of the Works shall include all that has been dirtied as
a consequence of the execution of works.

SECTION 2. SECURITY AND SURVEILLANCE OF THE AREA OF

WORKS

1.61. The Contractor shall be responsible for the permanent surveillance and
security of the Area of Works so as to prevent robberies, damages,
impairment, or, in general, any type of detriment to the Goods,
materials, structures or other goods in transit through the tracks
contained in the Area of Works even when used outside Working Time
Frames.

1.62. The adoption of the surveillance and security measures referred to in

SECTION 1.61. shall not hold the Contractor harmless from its liabilities
and the consequences of the referred facts, except in relation to the
goods in transit through the tracks contained in the Area of Works
outside Working Time Frames when the Contractor has fully complied
with the Technical Operational Regulations and to the Operational
Regulations of the BCyL

1.63. The Contractor shall afford the expenses incurred by the security and
surveillance measures.
1.64. The surveillance and security obligation is valid during all the period
comprised between the issuance of the Order to Proceed and the Final
Acceptance of the Works.

1.65. The Contractor shall provide the transportation and the accommodation
necessary for the security and surveillance personnel affected to the
works. Likewise, the Contractor shall be responsible for the purchase
and for the making available of all the elements and installations
necessary for the security and surveillance personnel to fully comply
with the tasks under their responsibility

1.66. The Contractor shall install in all the Area of Works enough lighting to
allow an efficient night surveillance, and shall place the regulatory
danger lights, the consumption of electric energy or fuel for all the
premises shall be borne by the Contractor.

SECTION 2. WORKING TIME FRAMES AND RAILWAY SECURITY

MEASURES

1.67. The Contractor shall have availability on the days provided for the
execution of Work Plan and during the Working Time Frames of the
Design ad Works Schedule.

1.68. The Principal shall supply the corresponding Working Time Frames to
the Contractor within the framework of the execution of Works pursuant
to the Working Time Frames Schedule.

Non-compliance with this obligation shall release the Contractor from

any kind of penalty applicable on delays in the progress of the pertinent
Stretches to the extent that they are caused by said non-compliance.

1.69. Non-compliance with Working Time Frames

1.69.1. In the event the Principal fails to comply with the obligation of
supplying Working Time Frames pursuant to SECTION 1.68. in
any working day, Construction Management must serve notice
 on the Contractor at least forty-eight (48) hours in advance,
save in the case of an unexpected situation. In such case the
Contractor:

1.69.1.1. Shall be entitled to a readjustment in the Work Plan terms

and/or reimbursement of the Effective and Direct Costs.
For that purpose, it must submit a Special Report,
whereby the delays and the Effective and Direct Costs
must be clearly, concretely, substantially and reasonably
proven and

1.69.1.2. It must comply with the required precautions pursuant to

the Operational Technical Regulations and BCyL’s
Operational Regulations,

1.69.2. In the event that the Principal grants a Working Time Frame of
between two (2) and eight (8) hours for a working day, the
Contractor shall be compensated with the right to add the non-
granted hours in subsequent days.

1.69.3. In the event that the Principal grants a Working Time Frame of
less than two (2) hours in a working day, the Contractor shall be
entitled to compensate said shortage with an additional day of
eight (8) daily hours.

In such case, the Contractor shall be entitled to a readjustment

in the terms and/or the reimbursement of the Direct and
Effective Costs on the part of the Principal.

1.69.4. The Contractor shall additionally be entitled to a readjustment in

the terms and/or the reimbursement of the Direct and Effective
Costs in case of delays affecting the Work Plan’s critical path,
generated by delays or non-delivery of materials on the part of
the Principal and/or of the Principal’s logistic suppliers, as long
as they are not attributable to the Contractor.
1.69.5. In the event that, pursuant to SECTIONS 1.69.3. and 1.69.4.,
there is a discrepancy between the Contractor and the Principal
as regards the cause and/or the scope of the readjustment of
the Work Plan terms and/or as regards the existence and/or
the amount of the Effective and Direct Costs suffered by the
Contractor, such controversy shall be settled by the Technical
Panel, whose ruling shall not be binding.

1.69.6. Should the Contractor be entitled to a readjustment of its Work

Plan pursuant to SECTION 1.69.1.1., the provisions of
SECTION 1.20.. shall apply.

1.70. Coordination of Working Time Frames and security measures

1.70.1. The communications and coordination with BCyL shall be

channeled through Construction Management, and shall only
be initiated directly by the Contractor in case of emergency or
when Work Inspection and/or Construction Management
previously and expressly so authorize.

1.70.2. The Contractor’s liability as regards the surveillance and

security pursuant to extends to the service of prevention of
accidents that might affect people or goods of the Principal or of
third parties.

The adoption of the afore-mentioned measures shall not

release the Contractor from the consequences thereof.

SECTION 2. LOGISTICS, MATERIALS AND MACHINES

1.71. Pursuant to SECTION 17.2 when applicable, the Contractor shall

guarantee the permanent availability in the Area of Works of the
necessary Goods, materials, supplies, machines, equipment and other
items that according to Work Inspection and/or Construction
Management are necessary for the proper execution of the works.
 Such Goods, materials, supplies, machines, equipment and other items
shall not be used for purposes other than those relating to the Works.

1.72. In the case of track works, the goods mentioned in SECTION 1.71. shall
be handed to the Contractor by the Principal according to its
requirements and pursuant to the Design and Works Schedule.

Should Construction Management fail to comply with this obligation in

the conditions and terms required, the Contractor shall have the right, to
the extent of such breach to:

1.72.1. Obtain an extension in the term to start the Works

corresponding to the Work Plan; and/or

1.72.2. Obtain the reimbursement of the Direct and Effective Costs in

case there are delays affecting the Work Plan’s critical path.

1.73. The Goods handed over by the Principal for the execution of Works
must be withdrawn by the Contractor from the places the parties agree
upon to that effect.

1.74. The handover and withdrawal of Goods shall be carried out by lorry or
wagon, the Contractor shall provide for the costs of storage,
transportation, loading or unloading and custody operations, as from or
up to the moment of the handover or withdrawal of the pertinent
material, including the security of all the elements and of the
compromised personnel.

1.75. The Contractor shall be responsible for the custody of the Goods as
from their reception, and of carrying out all the pertinent replacements
for damages or losses.

1.76. As regards the goods mentioned in SECTION17.1 referred to Signaling

works, all their logistic shall be in charge of the Contractor as said
works shall be carried out under a “turnkey” modality.
1.77. Quality of materials and supplies for the works

1.77.1. The materials, supplies and equipment for the Works shall
comply with the quality standards established in the Technical
Specifications and the works executed with them shall adjust to
the rules of railway practice and construction standards.

1.77.2. The Contractor shall submit samples of the materials, supplies

and equipment to be purchased and must request for the prior
approval of Work Inspection, if so previously required by Work
Inspection.

1.77.3. Work Inspection shall be allowed to inspect the materials,

supplies and equipment for the Works requiring a prior
treatment, elaboration or production in a workshop or premises
where said treatment, elaboration or production takes place.
Should this place be located farther away than (100) kilometers
from the Area of Works, the Contractor must undertake the
expenses for the transportation and accommodation of the
Work Inspection personnel.

1.78. Acceptance of materials, trials and tests

1.78.1. The materials and supplies for the Works shall be new (except
those indicated in the Technical Specifications), the quality shall
be that established in the Technical Specifications and shall
comply with the shapes and dimensions prescribed in the
Design, the technical drawings, the Contract documents or as
required by Work Inspection and/or Construction Management.

1.78.2. Whenever it is stated that a certain material, supply or artifact

must adjust to a determined type or sample, it shall be
understood that they shall serve to make comparisons and the
Contractor shall be able to use materials and supplies that are
equivalent according to Work Inspection and/or Construction
 Management.

1.78.3. The Contractor shall deposit the materials and supplies for the
Works in the Area of Works well in advance for their
examination and acceptance by Work Inspection and/or
Construction Management.

The samples of materials and supplies for the Works

determined by Work Inspection shall serve to compare the
supplies corresponding to the works.

1.78.4. The Contractor shall withdraw at its expense the materials and
supplies that Work Inspection would object or reject with well-
founded reasons within the term provided by the pertinent
Service Order. Should it fail to comply with the Service Order
within the given term, the Contractor shall be liable to a fine.

1.78.5. The defective or rejected materials and supplies which were

installed in the Works and those of good quality but installed in
disagreement with the best rules and standards shall be
replaced by the Contractor. The expenditures belonging to
replacement Works shall be borne by the Contractor.

1.78.6. Work Inspection shall be allowed to perform all the trials and
tests it considers convenient both in Factory and in laboratories
for the Works are those provided for in the Contract. The
personnel and the elements needed to that end (for example,
measuring instruments, scales, fuels, etc.) shall be provided
and paid by the Contractor, who shall additionally pay for any
test or physical, chemical or mechanical analysis necessary to
verify the nature of any material, even the expenses for
transportation, accommodation, reception, handling and
shipment, the expenses being reimbursed only upon verification
that the good or material is the one provided for in the Contract.
 The laboratories where the tests required by the Principal are
carried out must be accepted by it.

1.79. Quality of equipment

1.79.1. The Contractor shall use the prescribed quality machines and
equipment for the pertinent Works, and Work Inspection shall
be liable to demand a replacement or reinforcement when the
ones provided do not allow for the proper execution of works
due to their condition or characteristics.

1.79.2. The equipment used by The Contractor must include the ones
provided in the Machinery and Work Methodology Summary to
be Used during the execution of Works pursuant to the Design
and Works Schedule.

SECTION 2. CLOSING OF WORKS

1.80. The Contractor shall execute the final closing of the Works pursuant to
the laws of the Argentine Republic.

1.81. The fence shall be the property of the Principal, who may decide to
leave it or to remove it after the Provisional Acceptance of Works. In the
latter case, its maintenance shall be in charge of the Principal until the
order to remove it be served on the Contractor.

1.82. Without prejudice of the closing of Works and on working and non-
working hours, the Contractor must take and maintain all the necessary
additional measures to safeguard the integrity of the railway service
users, neighbors and of road or pedestrian traffic in the Area of Works
to avoid the intrusion of outside persons to the Area of Works and to
safeguard the Goods.

SECTION 2. SIGNALING, DETOURS AND INFORMATION SYSTEM FOR USERS

1.83. The Contractor shall provide, install, maintain and timely withdraw all
 the necessary signs to announce the works under construction.

1.84. The work- in- progress signs shall be placed in each one of the Access
roads (railway, road or pedestrian) affected by the Area of Works with
the anticipation, distance and dimensions necessary for their correct
visualization. At least two signs shall be placed whose dimensions shall
be at least four (4) by five (5) meters per side.

1.85. The occasion and location, the texts, colors and typographies of the
announcement signs shall be approved by Work Inspection. The
fastening of signs shall be the appropriate, Work Inspection can request
additional fastening measures.

When night circulation so requires, Work Inspection may order the

lighting of signs, which shall be borne by the Contractor.

SECTION 2. OBLIGATIONS REGARDING SAFETY AND HYGIENE AND THE

ENVIRONMENT

1.86. The Contractor shall strictly comply with the laws of the Argentine
Republic regulating the hygiene and safety regime, including
Regulations and Requirements in Safety and Hygiene and the
Environment.

SECTION 2. OBLIGATIONS REGARDING ENVIRONMENTAL MATTERS

1.87. The Contractor shall carry out a proper management of urban solid
waste, of waste generated by the activity, and any other type of waste
potentially affecting the physical and social environment. Likewise, it
shall carry out proper storage of materials, supplies and equipment with
the purpose of not to disrupt the environment.

1.88. The Contractor shall develop an adequate management of hazardous

waste generated by the execution of Works, and shall agree on the
management, transportation and final disposal of hazardous waste with
the corresponding jurisdictions and pertinent companies.
1.89. The Contractor shall comply with the provisions of Regulations and
Requirement in Safety and Hygiene and the Environment; and shall
submit within the term of sixty (60) working days as from the issuance
of the Order to Proceed and in the subsequent Periodic Reports the
detailed documents in the Regulations and Requirement in Safety and
Hygiene and the Environment.

1.90. The Contractor shall disclose the environmental regulations to its

personnel and that of its Subcontractors by all the means deemed
adequate to comply with the requirements on the matter.

SECTION 2. CONTRACTOR’S PERSONNEL IN CONSTRUCTION SITE

1.91. Organizational Structure

The Contractor shall submit an organizational structure of all its

personnel and that of its Subcontractors assigned to the Area of Works.

1.92. Contractor’s representation and personnel in the Area of Works

The Contractor must be permanently represented in the Area of Works

up to the completion of all its professional obligations as regards the
relevant works, by at least the following officials, who must be enrolled
in the pertinent professional associations or councils:

1.92.1. The works superintendent, who shall be the person responsible

of representing the Contractor in the construction Works
“Works Superintendent” or “Technical Representative”),
whose functions shall include:

1.92.1.1. to represent the Contractor in all technical aspects related

to the works;

1.92.1.2. to approve all the Work Progress Certificates;

1.92.1.3. to comply with the laws of the Argentine Republic in

relation to the Works on behalf of the Contractor and, in
 general, with rules, regulations, and all types of legislation
(national, provincial and municipal) and with any situation
arising in the works site;

1.92.1.4. to approve together with the Site Manager all such tasks
related to the Signaling systems’ engineering, start-up and
as- built construction drawings.

The Works Superintendent shall be a qualified professional with

a proven experience of at least:

1.92.1.5. ten (10) years in charge of projects and/or Works of similar

nature; and

1.92.1.6. in a (1) construction work of similar nature and complexity.

1.92.2. The site superintendent or works manager shall be the person

responsible to act on behalf of the Contractor in the absence of
the Works Superintendent (“Site Superintendent” or “Works
Manager”), whose functions include:

1.92.2.1. comply with all the indications given by Work Inspection;

1.92.2.2. receive Service Orders, acknowledge them and comply

with them;

1.92.2.3. issue the Request Notes;

1.92.2.4. sign minutes;

1.92.2.5. have all the pertinent document up-to-date and on site,

which shall be at the disposal of Work Inspection when
deemed necessary by it;

1.92.2.6. coordinate and supervise the works in each sector through

the deputy Work Managers.
1.92.2.7. approve together with the Technical Representative all
such tasks related to the Signaling systems’ engineering,
start-up and as- built construction drawings.

The Site Superintendent or Works Manager shall be a qualified

professional with proven experience of at least:

1.92.2.8. ten (10) years in charge of projects and/or Works of similar

nature and complexity; and

1.92.2.9. in one (1) construction work of similar nature and

complexity.

1.92.3. The Contractor must introduce a Project Manager, who shall

be in charge of and responsible for the planning and execution
of the Works in due time and form during the contract’s term
and who shall report to the Principal. It shall be at the disposal
of the Principal permanently and must be a professional with at
least TEN (10) years of experience in works of similar nature.

Its responsibilities as regards the Principal include:

1.92.3.1.       Submittal and follow-up of weekly updated work plans,

detailed in individual tasks (deliverable) measurable and
identifiable.

1.92.3.2. -              Acknowledgement of risks and early

identification of deviations as regards work terms and
proposal of corrective measures.

1.92.3.3. -              Report force majeure events that might affect the
contractual terms and submittal of a mitigation plan.

1.92.3.4. -              Coordination of engineering tasks, provisions,

executions and trials; reporting with sufficient notice the
individual programming of each one of them.
1.92.3.5. -              Submittal of all the Works formal documents in
particular those referred to engineering, contracts, work
and investment plans, work progress certificates, re-
determination of prices, environmental impact plans,
documents on hygiene and safety, Insurances, formal
notifications, etc.

1.92.3.6. -              Monthly submittal of the Work Progress

Certificates together with their corresponding measuring
minutes, broken-down figures, progress curves, Monthly
Reports, etc.

1.92.4. A land surveillance engineer. Who shall be in charge of the

topographic surveillance.

1.92.5. A Railway Engineering Specialist: shall be in charge of the

planimetric project, rails and level crossings project. Must be a
Civil Engineer and preferably specialized in Railway
Engineering.

1.92.6. A Geotechnical specialist: shall be in charge of soil testing.

Must be a Civil or Geotechnical Engineer.

1.92.7. Hydraulic Specialist: shall be in charge of the hydraulic project.

Must be a Civil or Hydraulic Engineer.

1.92.8. Structural Specialist: shall be in charge of the survey and

Project of engineering works. Must be a Civil or Structural
Engineer.

1.92.9. A topographer for each work front, who must be available full
time and permanently present in the Works during the
execution and who shall be responsible for the field works.

1.92.10. A laboratory expert for each work front, who must be available
full time and permanently present in the Works during the
 execution.

1.92.11. A hygiene and safety manager who shall be responsible for the
compliance with laws, decrees and resolutions in force as
regards hygiene and safety at work, including the pertinent part
of the Regulations and Requirements in Safety and Hygiene
and the Environment, on behalf of the Contractor, its
Subcontractors and their respective employees; and who must
be available full time and permanently present in the Works
during the execution of works.

1.92.12. A socio-environmental manager for the environmental

management of Works pursuant to the Regulations and
Requirements in Safety and Hygiene and the Environment, who
shall be an interlocutor in all environmental aspects between
the Contractor, the competent authorities and the local
communities and must have a weekly presence in the work
area.

1.92.13. The Contractor’s personnel referred to in this SECTION 1.92.

shall leave proof of attendance and out times in the Attendance
Book that Work Inspection shall carry to that effect in
correspondence with the Daily Reports Book.

1.92.14. The introduction of the Works Superintendent and the Site

Superintendent or Works Manager must be made at least
seven (7) working days prior to the issuance of the Order to
Proceed, when its civil engineer diploma must be accredited
and its enrollment in the national Civil Engineering Professional
Association.

The replacement of the Works Superintendent and the Site

Superintendent or Works Manager shall be authorized by Work
Inspection upon:
1.92.14.1. Concrete, well-founded and substantial report by Work
Inspection on that matter; or

1.92.14.2. Request from the Contractor through a Special Report

with exposition of concrete, well-founded and substantial
reasons.

1.92.15. The socio-environmental manager, topographer, laboratory

expert and safety and hygiene manager must have the
corresponding diplomas and professional permits for exercising
the pertinent tasks and must have an experience of at least ten
(10) years.

1.92.16. The Contractor may appoint a Deputy Works Manager if

necessary, who shall be responsible of the development of
Works pursuant to sound trade practices and of the compliance
of the terms together with the Site Superintendent or Works
Manager as regards the obligations of the latter.

1.93. Labor terms of the Contractor’s and Sub-Contractors’ personnel

1.93.1. The Contractor shall pay to all its personnel salaries equal to or
over the minimum salaries established by current conventions
approved by competent authority and shall comply with all the
legal obligations or obligations arising from said conventions as
regards social security contributions.

1.93.2. The Contractor shall make up-to-date payments to the

personnel employed in the Works and shall not be allowed to
make any reductions other than those required by law or by
resolutions of the Judicial Power.

Any breach in the compliance with these obligations shall be

deemed gross negligence, if not remedied within ten (10)
working days following the reception by the Contractor of the
 demand for compliance, and in all the cases it shall hinder the
payment of the work certificates.

1.93.3. The personnel of the Contractor and of its Sub-Contractors

shall be qualified and sufficient for the Works to be executed
and Work Inspection shall be able to ask for the replacement of
any employee of the Contractor or its Sub-Contractors if
considered incompetent on justified grounds, or for its
assignment to another task.

1.93.4. The personnel of the Contractor and its Sub-Contractors shall

not by any means have a connection with the Principal; and the
Contractor shall be responsible of laying out the personnel of
the Contractor and its Sub-Contractors within the corresponding
activities pursuant to applicable labor regulations, declaring that
the personnel hired for the execution of works shall report to the
Contractor or its Sub-Contractors and shall not report nor have
any relationship with the Principal.

1.93.5. The Contractor shall hold harmless the Principal from any
judicial and/or extrajudicial claim that third parties or Sub-
Contractors’ employees might raise as regards labor matters
and/or social security.

1.94. Control of the Contractor and its Sub-Contractors personnel

Work Inspection may request, on justified grounds, the

termination of employment agreement in cases of undisciplined
personnel, and the incorporation of new personnel when
insufficient according to the pace of works of the Work Plan and
pursuant with the provisions of the Project’s Budget.

SECTION 2. CONSTRUCTION MANAGEMENT

1.95. The Construction Management is the human or legal entity with the
 jurisdictions in relation to the management, coordination and technical
assistance of the Works execution established in these Conditions
(“Construction Management”).

1.96. The Principal shall appoint a Construction Management in the Order to

Proceed; and shall be able to substitute it at any moment, upon
notification to the Contractor at least ten (10) days in advance.

The Contractor shall not be able to challenge the Construction

Management; but should it have justified grounds, it shall in a Special
Report expose the grounds for the Principal to resolve, this shall not
imply a suspension of works.

1.97. Construction Management shall not have authority to relieve the

Contractor from its obligations, neither to order the extension of
contractual terms, nor to cancel the works, except for proven
emergency or force majeure situations.

SECTION 2. WORK INSPECTION

1.98. Work Inspection is the human or legal entity with jurisdictions in relation
with the execution of Works established in these Conditions (“Work
Inspection”).

1.99. The Principal shall appoint a Work Inspection in the Order to Proceed;
and shall be able to substitute it at any moment, upon notification to the
Contractor at least ten (10) days in advance.

The Contractor shall not be able to challenge the Work Inspection; but
should it have justified grounds, it shall in a Special Report expose the
grounds for the Principal to resolve, this shall not imply a suspension of
works.

1.100. Work Inspection Jurisdiction

1.100.1. General Jurisdiction

 Work Inspection shall have jurisdiction in all aspects related to
the execution of Works and shall decide on any question arising
with the Contractor on:

1.100.1.1. The quality and acceptability of materials and supplies

used or to be used in the works;

1.100.1.2. The executed work and the manner of carrying it out with
the date on which each one of the parts must be finished;
and

1.100.1.3. Any other question that may arise during the works
included within the express powers granted by the
Principal.

1.100.2. Free access to the Area of Works and to other relevant places
for the execution of Works.

Work Inspection shall have free access to the Area of Works, in

special but not limited to the Construction Field Offices and
workshops where they are building, installing, manufacturing,
mounting or repairing materials, elements, etc., to be used in
the works.

When the previously mentioned tasks are carried out outside

the Area of Works, even in the premises of third-parties, Sub-
Contractors or suppliers, the Contractor shall provide the
necessary and sufficient contractual conditions in the contracts
entered into so that Work Inspection has the same freedom of
access as previously mentioned. To that end, the contractor
shall serve the necessary notice and shall supply the two-way
transportation to and from Work Inspection from the area of
works.

1.100.3. Inspection and Powers of exclusion and instruction of the

 Contractor and its Sub-Contractors personnel in the Area of
Works

1.100.3.1. Without prejudice of the disciplinary functions that the

Contractor and its Sub-Contractors have on the personnel
under their responsibility, Work Inspection shall be able to
order the removal from the Area of Works of any
personnel member due to incompetence, bad faith,
indiscipline, lack of sobriety, bad behavior or any other
cause that hinders or complicates the progress of works.

1.100.3.2. The Contractor, its Sub-Contractors and their respective

employees shall comply with the instructions and orders
given by Work Inspection. Noncompliance with these
instructions or orders or the acts of any nature that disrupt
the execution of works shall make the responsible party
liable to expulsion from the Area of Works.

1.100.4. Acknowledgement of defects and deficiencies in materials and

works

1.100.4.1. Should Work Inspection acknowledge defects, errors, bad

quality of materials or deficient work procedures, it shall be
allowed to order the Contractor the reparation or the
replacement of the goods, materials, elements,
constructions or, in general, of whatever is defective,
deficient or faulty, the expenses thereof shall be borne by
the Contractor.

1.100.4.2. The non-formulation of observations or objections of

materials or defective Works on the part of Work
Inspection shall not imply their acceptance. At any
moment, should the deficiencies, faults or defects become
evident, Work Inspection shall be able to order the
 pertinent corrections or replacements, the cost of such
corrections or replacements shall be borne by the
Contractor.

1.101. Work Inspection Representation

Work Inspection shall communicate by Service Order to the Contractor

who are the people authorized to visit the Works in any moment without
the need of a permit and who are authorized to give written orders on
behalf of Work Inspection.

1.102. Costing of Work Inspection operation

1.102.1. The personnel and the necessary elements for Work Inspection(for
example, the measuring instruments, the scales, fuels, etc.) shall be
provided and borne by the Contractor, who shall additionally pay for any
trial or physical, chemical or mechanical analysis necessary to verify the
nature of any material, even the expenses for vehicles, reception,
handling and shipment, the expenses being reimbursed only upon
verification that the material is the one provided for in the Technical
Specifications pursuant to the Contract.

SECTION 2. COMMUNICATIONS BETWEEN THE CONTRACTOR AND WORK

INSPECTION

1.103. The communications between the Contractor and Work Inspection shall
be carried out by means of the following books:

1.103.1. Service orders books, where the Service Orders shall be

recorded (“Service Orders Books”);

1.103.2. Request notes book, where the Request Notes shall be

recorded (“Request Notes Book”); and

1.103.3. Daily Reports book, where the daily reports shall be recorded
(“Daily Reports Book”).
1.104. The Service Orders Book, the Request Notes Book and the Daily
Reports Book shall comply with the following requisites:

1.104.1. shall be provided by the Contractor;

1.104.2. shall be signed by Work Inspection;

1.104.3. shall be made in triplicate folios;

1.104.4. its pages shall be numbered correlatively; and

1.104.5. shall be used according to the practical and current practices in

the construction sector in the Argentine Republic.

1.105. Service Orders

1.105.1. The observations, objections and orders of Work Inspection

shall be notified to the Contractor with indication of compliance
term which shall be instrumented on entries in the Service
Orders Books (“Service Orders”).

1.105.2. Service Orders must be signed by the Contractor within five (5)
working days subsequent to the notification of the Work
Inspection requirement. Denial on the part of the Contractor
shall imply the enforceability of the corresponding fine pursuant
to SECTION 1.134.2.; and, in case of recurrence, the value of
fines shall be doubled, in all cases with the limitations set forth
in SECTION 1.134.2.. and 35.7.

1.105.3. Work Inspection can request the execution of the ordered

Works at any time at the expense of the Contractor, deducting
said costs from the first Work Progress Certificate issued and, if
necessary, from the Retention Fund.

1.105.4. Service Orders shall be chronologically incorporated in writing

in the Service Orders Book that Work Inspection shall keep in
 its office in the Area of Works.

1.105.5. Every Service Orders shall be deemed comprised within the

Contract stipulations and deemed not to imply any modification
of the agreed terms or the entrustment of additional works.

Even if the Contractor considers a Service Order exceeds the

terms of the Contract, it must acknowledge the Service Order in
question, without prejudice of submitting to the Principal by
means of Work Inspection and within the term of five (5)
business days a concrete, substantial and well-founded claim
with the reasons invoked to observe or object said Service
Order.

Service Orders shall not be deemed observed or objected

should the Contractor fail to file concrete, substantial and well-
grounded reasons.

Upon expiration of the term provided in the second paragraph

of this SECTION without the Contractor having observed or
objected a Service Order, the Contractor shall be liable to
comply with the Service Order immediately without the right to
later claims.

1.105.6. The observation or objection of the Contractor as regards a

Service Order shall not release it from the obligation to comply
with it, should it be repeated. In such case, the Contractor shall
be able to resort to the Technical Panel to solve said
controversy.

1.106. Request Notes and Daily Reports

1.106.1. All claims, observations or objections of the Contractor shall be

chronologically recorded in the Request Notes Book (“Request
Notes"), that the Contractor shall keep in its office in the area of
 works.

1.106.2. The Contractor shall submit a daily report to Work Inspection in

a chart with the executed Works, supplies and material
provided, the personnel employed and the weather conditions,
pursuant to the instructions and orders given by Work
Inspection (“Daily Report”).

1.106.3. The Daily Reports shall be recorded in the Book of Daily

Reports, where each intervention shall be approved by the
Contractor and Work Inspection.

The claims and/or observations of the Contractor must be

carried out within ten (10) days as from the occurrence of the
fact motivating it. The Contractor must duly found them with
determination of values, species, etc., within the term of thirty
(30) days as from the submittal of the claim and/or observation
posed.

SECTION 2. PAYMENT OF PRICE OF WORKS IN CHARGE OF THE

CONTRACTOR, CERTIFICATION OF WORK PROGRESS, SUBMITTAL AND
PAYMENT OF INVOICES

1.107. Financial Down Payment

A ten percent (10%) of the Price of Works in charge of the Contractor

shall be paid as Financial Down Payment pursuant to SECTION 9.1.2
of the Framework Contract.

This Financial Down Payment shall begin to be deducted as from the

First Work Progress Certificate ten percent (10%) proportionally to the
certification issued monthly so as to complete the one hundred percent
(100%) of the deduction when the progress of works be eighty percent
(80%).

The Guarantee of Proper Investment of the Financial Down Payment for

 the Works corresponding to the Financial Down Payment granted to the
Contractor shall be reduced and/or released, as appropriate, in the
terms set forth in the previous paragraph when so required by the
Contractor.

1.108. Work Progress Certification

1.108.1. In the last five (5) running days in each month, Work Inspection
shall measure the progress of works, and the contractor and
Work Inspection shall make up the corresponding record. On
the basis of this measurement record, the Contractor shall
make the instruments for the certification of work progress for
the corresponding parts in US dollars and in pesos as
appropriate pursuant to SECTION 8.1.2 of the Framework
Contract (“Work Progress Certificate”).

During the measurement of works, Work Inspection and the

Technical Representative shall evaluate the tasks described in
the division by items and shall record the physical progress
corresponding to the measured period.

1.108.2. The Work Progress Certificate shall be cumulative and shall

comprise the whole of the Works executed as from the
commencement of Works up to the last measurement and its
partial value shall be defined by its surplus over the total of the
previous certificate.

The Work Progress Certificates shall be provisional for the

payment on account subject to subsequent adjustments up to
the final measurement and settlement with the pertinent
adjustments to be approved by the Principal at the moment of
the Final Acceptance of Works.

1.108.3. Even in case of non-conformity of the Contractor with the

results of the measurements, the Contractor shall make the
 Work Progress Certificate on the basis of the performed
measurement and according to the criteria determined by Work
Inspection. Upon its completion, the Contractor shall send the
Work Progress Certificate to Work Inspection for its approval or
rejection.

In case of non-conformity with the results of the measurements,

and without prejudice to the fact that the Work Progress
Certificate has been made on the basis of the performed
measurement and the criteria determined by Work Inspection,
the Contractor may subject said controversy to the Technical
Panel whose ruling shall be binding upon the Parties.

Likewise, should the Principal fail to approve in due time and

form a Work Progress Certificate, the Contractor may subject
the approval of said Certificate to the Technical Panel, whose
ruling shall be binding upon the Parties.

1.108.4. Upon approval by Work Inspection, the Contractor must submit

the Work Progress Certificate with the measurement record to
the Principal’s Representative, the original and seven (7)
physical copies approved by the Works Superintendent and
Work Inspection and one (1) digital copy.

1.108.5. The Contractor shall submit the Work Progress Certificate

together with the Daily Report, which must include the following
documents:

1.108.5.1. request letter;

1.108.5.2. descriptive memory of the Works performed and detail of

the monthly news with eventual incidence in the cost, term
and quality of works;

1.108.5.3. detail of the physical progress of works, itemized, in

 quantities and percentages;

1.108.5.4. measurement record approved by Work Inspection;

1.108.5.5. detail of itemized financial progress of Works in pesos;

1.108.5.6. basic certificate approved by Work Inspection;

1.108.5.7. detail of fines and penalties applied and to be applied with

indication of the corresponding amounts;

1.108.5.8. photographic documents illustrating the outstanding

aspects of the executed works;

1.108.5.9. Work Inspection approval of the documents previously

mentioned, with indication of the certified amount;

1.108.5.10. certificate in force of the worker’s compensation insurer;

1.108.5.11. form N°931 of the Argentine Internal Revenue Service,

(Administración Federal de Ingresos Públicos);

1.108.5.12. any other documents that, with due notice, reasonably and
pursuant to sound public works market practices in the
Argentine Republic, Construction Management and/or
Work Inspection require from the Contractor.

All the mentioned documents, must be approved by the Works

Superintendent.

1.109. Evaluation of Work Progress Certificates and Request for Payment

1.109.1. The Principal shall evaluate the pertinent Work Progress

Certificate within the term of twenty (20) business days as from
its submittal.

1.109.2. Upon approval of the Work Progress Certificate by the

Principal, the Contractor shall submit the corresponding
 Request for Payment for the pertinent amount (original, copy
and photocopy).

1.109.3. Should the delay in a payment for the Price of Works in charge
of the Contractor be caused by claims of the Contractor on
measurements or by other reasons connected with the
execution of Works and should they be unjustified or should the
issuance of the Work Progress Certificates or other documents
be interrupted due to other actions thereof, the Contractor shall
not be entitled to the payment of interests.

1.109.4. The Principal may unilaterally amend the certification and

payments procedure to expedite the process with the prior
written consent of the Contractor, which cannot be
unreasonably denied. The denial of the Contractor’s consent
shall be deemed reasonable in the case the amendment
proposed by the Principal generates a harmful and manifest
impact on the economic-financial equation as regards the
Conditions. Said amendments shall prevail over the provisions
of this and of the Payment Circuit.

The documents the Contractor has to submit after the

amendments provided in this SECTION 1.109.4. shall adjust to
the new procedures, forms and models indicated by Work
Inspection at least twenty (20) days in advance.

SECTION 2. DEFAULT

1.110. The Contractor shall be declared in default by the expiration of the

term/s stipulated in the Contract and liable to the payment of the
pertinent fine, this may be discounted from the certificates on its favor,
from the retention funds, or from the rendered bond.

1.111. Should the Contractor incur in defaults or delays in the execution of the
Work Plan and should the term established by Work Inspection in its
 request to the Contractor to regularize the execution of the pace of
works expire, the Contractor shall be liable for the fines set forth in
herein and in SECTION 25 of the Framework Contract.

1.112. The Contractor shall be liable for the application of fines should the
execution of Works fail to finish in the term provided in the Work Plan
for unjustified reasons.

SECTION 2. CONTROL WORKS IMPOSSIBLE UPON THEIR EXECUTION

1.113. The Contractor shall notify Work Inspection at least forty- eight (48)
hours in advance the commencement of any work the correct execution
of which cannot be verified upon their execution.

1.114. Should the Contractor fail to comply with said requisite, the expenses of
any nature originated to verify the correct execution of Works shall be
borne by it.

SECTION 2. METHODOLOGY FOR THE REDETERMINATION OF PRICES

1.115. The part of the Price of Works in charge of the Contractor to be charged
in pesos shall be re-determined pursuant to the Emergency Decree N°
691 dated May 17th, 2016 (Annex VI).

1.116. The Contractor shall increase the amount of the Performance Bond in
proportion to the Works in a value equivalent to five per cent (5%) of the
increase in the amount of the Price of Works in charge of the Contractor
by implied effect due to the prices re-determination.

SECTION 2. SUSPENSION OF WORKS EXECUTION

1.117. The Principal may suspend the total or partial execution of Works upon
communication to the Contractor of the pertinent instruction through
reliable means and measuring the executed Works in the part affected
by the cancellation.

1.118. The Contractor shall notify the Principal the temporary suspension of
 the execution of Works in case of state of war, internal unrest or of
serious alteration of public order, hindering the normal execution of
Works or the functioning of the whole of them in the agreed manner.

SECTION 2. EXECUTION AND WORKS EXECUTION COMPLETION

1.119. The Works executed and finished by the Contractor shall be complete,
adapted to their purposes, in agreement with the Design, the Technical
Specifications, Service Orders, and other Contract provisions and
documents, and the lack of express mention of necessary details shall
neither release the Contractor from the obligation of carrying them out
nor shall it entitle it to any additional payment.

1.120. The works’ execution pace must adjust to the Design and Works
Schedule and to the Work Plan and, should delays be verified due to
insufficient resources assigned by the Contractor pursuant to the
Contract, Work Inspection shall demand the quantities of such
resources be increased or the equipment be adapted, without prejudice
to the application of the penalties provided for in and in the Framework
Contract.

1.121. The Contractor shall comply with the amendments in the works, ordered
by the Principal, Construction Management and Work Inspection
according to their jurisdictions, provided said orders are given in writing
in the corresponding manner and as long as they do not alter the basis
of the Contract.

SECTION 2. CORRECTION OF DEFECTIVE WORKS

1.122. Should a work corresponding to the Works be defective or faulty, due to

failure in the material or in the execution, the Contractor if possible shall
correct it or, otherwise, shall demolish it and re-build it at its expense
without that implying an extension in the execution term of works
pursuant to the Work Plan.
1.123. Construction Management or Work Inspection shall establish and must
justify, when it is appropriate to correct a defective work, such
correction must be made to the satisfaction of Construction
Management or Work Inspection, as appropriate.

SECTION 2. HIDDEN DEFECTS

1.124. Should Work Inspection reasonably consider that there may be hidden
defects in the Works, Work Inspection may order the demolitions or
disassemblies and the necessary reconstructions to verify their
existence.

Should the defects or faults in the execution of Works be verified, all the
expenses caused shall be borne by the Contractor; otherwise, they
shall be borne by the Principal.

1.125. Should the verified hidden defects appear during the Guarantee Period,
the Contractor shall repair or replace the defective or failed parts within
the term that Work Inspection or the Principal reasonably establish as
from the date notice is served. Upon expiration of said term, the
Principal shall be able to execute such Works by itself or by third parties
at the expense of the Contractor, deducting the amount from the
Retention Funds.

1.126. The Final Acceptance of Works shall not imply the loss of the right of
the Principal to demand compensation for expenses, damages or
interests caused by the reconstruction of said parts of the works in
which defects have been found.

SECTION 2. FINAL REPORT, PROVISIONAL ACCEPTANCE OF WORKS

AND FINAL ACCEPTANCE OF WORKS

1.127. Final Report

1.127.1. The “Final Report” shall include the following documents

1.127.1.1. as-built technical drawings, where all the technical
drawings necessary for the correct interpretation of the
equipment disposition and the assembly details shall be
registered and likewise the necessary cuts shall be added
in each singular point to make their correct interpretation
possible.

These technical drawings shall be made in Civil 3D in

regulated format and with adequate scale for their reading
and interpretation, and shall be submitted in digital format
in CD or DVD support and in three (3) copies in physical
support.

1.127.1.2. The survey of geometric parameters with the

corresponding report; and

1.127.1.3. The geographic information, that may be generated by

means of surveys or digitalization and must be submitted
in vectorial, georeferenced format, with attribute charts,
and attached documents or photographs, if necessary.
This shall include the elements related to the existing
infrastructure and executed works, information from
surveys and other relevant sources.

1.127.2. The tasks provided in this shall not receive any direct payment,
but they shall be considered included within the Price of Works
in charge of the Contractor.

1.128. Provisional Acceptance of Works

1.128.1. The Works shall be provisionally accepted by the Principal

through Work Inspection (“Provisional Acceptance of
Works”) when:

1.128.1.1. The Contractor has completely finished all the tasks in

 relation to the Works;

1.128.1.2. The Contractor requests the Provisional Acceptance of

Works;

1.128.1.3. Work Inspection has satisfactorily complied with the trials

and procedures on the works;

1.128.1.4. Each one of the elements, components and parts of the

Works have been installed; and

1.128.1.5. The Contractor submits and the Principal receives the

Final Report, which shall include the as- built technical
drawings of the works.

1.128.2. Upon submittal of the request for Provisional Acceptance of

Works, Work Inspection shall carry out an inspection within the
term of five (5) business days and shall draft a report in the
presence of the Contractor, where the following shall be
indicated:

1.128.2.1. The date of the effective completion of Works; and

1.128.2.2. If applicable, the observations and objections to the Works

raised by the Contractor, and the term granted for said
corrections.

1.128.3. Should the Contractor refuse to be present during the

inspection or should it reject the invitation, Work Inspection
shall carry out the inspection by itself and before the presence
of witnesses, leaving record of the notification and the absence
of the Contractor.

1.128.4. In the event that a tested element fails to comply satisfactorily in

the eye of Work Inspection, the Provisional Acceptance of
Works shall not take place and the reasons for such
 determination shall be expressly stated in the pertinent record.

1.128.5. The Contractor shall make all the pertinent corrections before
making a new request for Provisional Acceptance of Works.
Work Inspection shall make all the verifications about the Works
deemed convenient.

Should Work Inspection ascertain once more the existence of

deficiencies, defects of faults in the works, the Provisional
Acceptance of Works shall not take place and this shall be
expressly stated in the new pertinent record.

Work Inspection shall enforce the necessary measures to

regularize the Works that cause the rejection of the request for
the Provisional Acceptance of Works and the Contractor shall
bear all the expenses thereof.

1.128.6. The Principal shall be able to approve the Provisional

Acceptance of Works in relation with reasonably visible and
functionally operational portions of said works.

In the case of Signaling works, the possibility to approve partial

Provisional Acceptances shall exist, provided said acceptances
be operationally functional. For the first signaling partial
Provisional Acceptance the Contractor must put into operation
the CTC service, the telecommunication services and all such
signaling services in the places where railway Works have been
completed. In such sectors where the railway Works have not
been completed, partial Provisional Acceptances can be made
as they are finished, provided the start-up of each one of those
signaling systems has been approved and they have been
integrated to the telecommunications system and to the CTC.
Should the Principal accept the Provisional Acceptance of
Works in relation to a part of the Works and the requisites
 provided in SECTION 1.129.1. be complied with, the Contractor
shall be entitled to the Final Acceptance of works for said part
of works in relation to which the requisites have been complied
with.

1.129. Final Acceptance of Works

1.129.1. The final acceptance of Works shall take place with the
expiration of the Guarantee Period/s with the normal operation
of the Works without inconveniences, for their intended
purposes and as long as the Contractor has cured any
observed or objected defect, failure or deficiency existing in the
works that has been directly or indirectly caused by a defective
or deficient execution or by any other cause by which the
Contractor must respond (“Final Acceptance of Works”).

1.129.2. When the Contractor requests the Final Acceptance of Works,

Work Inspection together with the Contractor shall make all the
essential verifications to guarantee that the works can be finally
accepted.

1.129.3. For the Final Acceptance of Works all the conditions and
regulations set forth for the Provisional Acceptance of Works
apply.

1.129.4. Should Work Inspection authorize the correction of the

verifications, the Representatives shall make up the minutes of
the Final Acceptance of Works. Otherwise, the same rules as
for the Provisional Acceptance of Works shall apply.

1.129.5. The Principal shall release the Performance Bond and the
amounts withheld by way of Retention Funds to the Contractor
after the Final Acceptance of Works and upon the satisfaction
of the compensations for damages or any other liability at its
own expense.
1.129.6. Should the Principal approve the Final Acceptance of partial
Works, the Contractor shall be entitled to the release or refund
of the proportional part of the Retention Funds.

1.130. The personnel and the measuring and monitoring elements necessary
to carry out the pertinent verifications for the Provisional Acceptance of
Works and the Final Acceptance of Works shall be provided by the
Contractor.

SECTION 2. SANCTIONS

1.131. Any total or partial non-compliance with the conditions, standards,

specifications, terms and obligations provided for in the documents of
these Conditions, the Contract or the Service Orders for which the
Contractor is responsible shall give rise to the imposition of sanctions to
the Contractor.

1.132. The imposition of sanctions shall be progressive and cumulative in

proportion to the non-compliances and to the maximum amount of
penalties applicable to the Contractor pursuant to .

1.133. For all relevant purposes in these , the Price of Works in charge of the
Contractor shall be understood as the amount of the original Price of
Works in charge of the Contractor plus the amounts of the approved
modifications, additions and redeterminations of prices.

1.134. The Principal may apply sanctions to the Contractor on the following
grounds, without prejudice of other penalties that may be applicable
pursuant to other provisions in these Conditions and/or the Framework
Contract:

1.134.1. Fines for the paralyzation of works without justified grounds

Should the Contractor paralyze the Works without a justified

cause, the Principal shall apply to the Contractor a fine
equivalent to one tenth per thousand (0,1 ‰) of the Price of
 Works in charge of the Contractor for each paralyzed day.

1.134.2. Fines for lack of non-compliance with Service Orders

Should the Contractor breach the provisions set forth in the

Framework Contract as regards the Works or should it fail to
comply with the Service Orders, the Principal shall apply fines
to the Contractor that may vary between five tenths per
thousand (0,5 ‰) to one tenth per thousand (0,1 ‰) of the
Price of Works in charge of the Contractor depending on the
type of breach or non-compliance. Said fines may be repeated
daily until the breach or non-compliance is remedied.

The infringements shall be quantified based on the following

guidelines, without prejudice of the provisions of SECTION
1.132.:

1.134.2.1.1. Unjustified absence of Works Superintendent without

him being replaced by the Site Superintendent: one
tenth per thousand (0,1 ‰) of the Price of Works in
charge of the Contractor for each day of unjustified
absence.

1.134.2.1.2. Refusal to be served notice of a Service Order:

twenty-five hundredths per thousand (0,25 ‰) of the
Price of works in charge of the Contractor.

1.134.2.1.3. Delay in the delivery of instruments corresponding to

the Insurances set forth in : one tenth per thousand
(0,1 ‰) of the Price of Works in charge of the
Contractor for each day of delay.

1.134.2.1.4. Non-compliance with the laws of the Argentine

Republic as regards the closing of works, safety and
hygiene, the environment and similar: one tenth per
 thousand (0,1 ‰) of the Price of Works in charge of
the Contractor for each case.

1.134.2.1.5. Non-compliance with a Service Order: five tenths per

thousand (0,5 ‰) of the Price of Works in charge of
the Contractor for every day of non-compliance and

1.134.2.1.6. Paralyzation of Works (total or partial) for unsettled

differences: five tenths per thousand (0,5 ‰) of the
Price of Works in charge of the Contractor for every
day of paralyzation.

1.135. Should the Principal apply a fine to the Contractor for delays or
paralyzations and should the Contractor recover said delay and be up-
to-date in the compliance of its obligations pursuant to the current Work
Plan, the fine applied shall be null and if already paid by the Contractor,
it shall remain as credit to face eventual sanctions. If said future
sanctions are not applicable, the Principal shall return the amounts paid
by the Contractor thereof.

1.136. Right to take over works

Any unjustified delay in the execution of Works pursuant to the Work

Plan of thirty (30) running days as from the date on which the
Contractor is served notice on that respect by the Principal or Work
Inspection, shall imply to the Principal the possibility of taking over the
works by itself or by third parties with the resources considered
necessary to speed up the execution of works, without prejudice of the
penalties that are applicable to the Contractor.

1.137. Maximum amount of applicable fines

The total amount accumulated by the application of fines and/or

penalties provided for in these Conditions or in the Framework Contract
shall not exceed ten percent (10%) of the Price of Works in charge of
 the Contractor with eventual amendments, additions and
redeterminations.

1.138. Procedure for the application of sanctions

1.138.1. The application of penalties shall be independent from the

Contractor’s obligation to compensate for damages caused to
the Principal or to third parties for the penalized breach.

1.138.2. The breaches shall be objective in nature and shall be

configured regardless of fraud or negligence of the Contractor
and of the persons by whom the Contractor must account for.

1.138.3. The application of the penalty shall not release the Contractor
from its obligations. To such effects, the Principal shall demand
the Contractor the compliance of the obligation in the penalty
notification, where it shall establish the reasonable term for the
Contractor to remedy the breach.

1.138.4. The application of penalties must comply with the following

procedure:

1.138.4.1. the Principal shall detect the alleged non-compliance ex-

officio or shall acknowledge it by means of a concrete,
founded and substantial report by Work Inspection;

1.138.4.2. the Principal shall determine the existence of the

Contractor’s breach by means of the pertinent clarification
actions, if appropriate, carried out by Work Inspection;

1.138.4.3. notification of breach to the Contractor and demand for

remedy and submittal of explanation by Special Report
within a maximum term of ten (10) running days; and

1.138.4.4. upon submittal of explanation by the Contractor or upon

expiration of the term thereof, the Principal shall resolve
 without any other proceeding and shall duly notify the
penalty applied.

1.138.5. The Contractor can object the applied penalty and raise the
controversy to the Technical Panel.

1.139. Collection of fines

1.139.1. The amount of fines shall be deducted from the first Work
Progress Certificate issued upon the application of the sanction
and of any other credit the Contractor would have with the
Principal for any concept.

Likewise, the Principal shall be able to deduct the fines from the
Performance Bond, in which case the Contractor shall have to
replace it within the next two (2) working months.

1.139.2. The collection of fines shall be made effective even when the
resolution imposing the sanction would have been appealed.
Should the sanction be subsequently annulled, the withheld
amounts plus a compensatory interest shall be returned
according to the rate fixed by the Banco de la Nación Argentina
for the discounts on work certificates.

SECTION 2. INTERPRETATION OF TECHNICAL DOCUMENTS

1.140. The Contractor is responsible for the correct interpretation of the

Design, the technical drawings and, in general, of all the technical
documents related to the Contract for the performance of works.

1.141. The Contractor shall be liable for the defects, deficiencies and faults
that may occur due to its incorrect interpretation during the execution of
Works and their conservation until the Final Acceptance of Works.

1.142. Should the Contractor detect errors in the technical documents related
to the Contract, the Contractor shall point this out to Work Inspection
 before starting the corresponding work. Work Inspection or the
Construction Management shall authorize the Contractor to make all the
necessary corrections.

Should the Contractor point out errors in the technical documents

related to the Contract, the Works necessary for the correction of the
faults shall be borne by the Contractor and no extensions to the
execution terms set forth in the Work Plan shall be justified.

SECTION 2. SUBCONTRACTORS

1.143. The Contractor shall be able to sub-contract Works, as long as this is

accepted by the Principal, whose refusal must be justified.

1.144. Subcontracting of works does not release or limit the liability of the
Contractor as regards its obligations pursuant to the Framework
Contract.

1.145. The Contractor shall carry out all the necessary steps so that:

1.145.1. Its Subcontractors be jointly and severally liable to the

Contractor with respect to the Principal as regards the
obligations pursuant to the Framework Contract that the
Contractor enters into with its respective Subcontractors.

1.145.2. Its Subcontractors commit themselves in an explicit, formal,

irrevocable and binding manner to comply with all the
responsibilities, obligations and standards to which the
Contractor is bound pursuant to these Conditions.

1.145.3. The bonds granted by the Subcontractors in favor of the

Contractor in relation to their obligations for the compliance of
the Contractor’s obligations pursuant to the Contract provide
the inclusion of the Principal as co-insured or co-beneficiary.

1.146. Impediments for the selection of Subcontractors by the Contractor

1.146.1. The Contractor shall not be allowed to contract for the
execution of works:

1.146.1.1. agents or officials of the national, provincial or municipal

Public Administration with direct or indirect functional
competence in relation with the Works and the private
companies in which they have enough share to create
corporate will.

1.146.1.2. People convicted for willful offences, for a term twice as

long as the conviction, counted as from the date the
conviction is final.

1.146.1.3. People accused of offences against property or against

national, provincial or municipal Public Administration,
against public faith or offences comprised in the Inter-
American Convention against Corruption,

1.146.1.4. Individual or legal person subject to final conviction for

non- compliance with tax-paying and social security
obligations in the last ten (10) years.

1.146.1.5. Employers included in the Public Registry of Employers

with Labor Sanctions (REPSAL) during the time they
remain in said registry.

1.146.1.6. Bankrupt or insolvent persons, as long as they do not

obtain their discharge.

1.146.1.7. Persons who, within the term of the five (5) years prior to
the date of issuance of the Order to Proceed have had a
contract rescinded by resolution of any agency or body of
the national Public Administration.

1.146.1.8. Persons subject to the grounds provided in the current

national Public Administration procurement regime.
1.146.1.9. Any disqualified person pursuant to special regimes.

1.146.1.10. Private persons or organizations, in the widest sense, that

having been benefited from subsidies or state
contributions, are subject to breaches in the rendering of
accounts.

1.146.1.11. In relation to the direct execution of works, persons not

enrolled in the National Registry of Public Works Builders
in compliance with the legal or regulatory requisites for the
execution of works of such characteristics and nature,
including its construction capacity limits.

1.146.2. The Contractor shall request to its Sub-Contractors the

submittal of sworn statements with the pertinent backup
documents to verify non-inclusion in the provisions set forth in
SECTION 1.146.1..

1.146.3. In the case of two or more companies intending to act together

with the Contractor, they must:

1.146.3.1. Act jointly and severally;

1.146.3.2. Each one of them must comply with the requisites set forth
for Temporary Joint Ventures (UTE), Cooperation
Consortiums, as applicable, pursuant to the National Civil
and Commercial Code; and

1.146.3.3. Have, pursuant to their by-laws, a term of duration longer

than that of the execution of works, with inclusion of the
Guarantee Period and the Works to be made must be
comprised within their line of business.

SECTION 2. INCORPORATION OF THE NEW WORKS TO THE EXISTING ONES

1.147. When the works have to be incorporated or may affect in any manner
 the pre-existing ones in the Area of Works, they shall be in charge of
the Contractor. Said works shall comprise, without exception:

1.147.1. The reconstruction of all the removed parts and the reparation
of all defects caused in the existing part as a consequence of
the execution of works; and

1.147.2. The supply of all the material and the execution of all the Works
necessary for the incorporation of works.

1.148. All the material provided or work executed by virtue of this clause shall
be of the quality, type, shape and other requisites equivalent and
analogue to the ones provided or existing, as appropriate according to
Construction Management.

SECTION 2. CONTROL OF TERMS

1.149. Acceleration

1.149.1. If the Principal decides that the Contractor should finish the
Work Plan and the Design and Works Schedule, Work
Inspection shall request proposals to the Contractor with
indication of prices to obtain the necessary acceleration in the
execution of works.

Should the Principal accept one of the Contractor’s proposals,

the Parties shall enter into a Contract amendment to be signed
by the Ministry of Transport (Ministerio de Transporte de la
Nación) by means of which:

1.149.1.1. The term of execution of works provided for in the Work

Plan and the Design and Works Schedule shall be
modified consequently and confirmed by the Principal and
the Contractor; and

1.149.1.2. The proposals and prices of the Contractor to accelerate

 the execution of works, shall be incorporated to the Price
of Works in charge of the Contractor and shall be treated
as amendments.

1.150. Delays in the execution of Works ordered by Work Inspection

1.150.1. Subject to the provisions of SECTION 6.1.2.10, Work

Inspection may order the Contractor to delay the
commencement or the progress of any activity related to the
works.

1.151. Administration Meetings

1.151.1. Both Work Inspection and the Contractor may request the
holding of administration meetings to review the programming
of the pending Works and to resolve potentially controversial
matters.

1.151.2. Work Inspection shall have a record of the matters dealt with in
the administration meetings and shall supply copies of the
minutes to the attendants and to the Construction Management.
Either at the meeting or afterwards, Work Inspection must
decide upon and communicate in writing to all the attendants
the measures that must be adopted.

1.152. Timely early notice

1.152.1. The Contractor must give notice to Work Inspection as early as

possible about specific probable future events or circumstances
that may damage the quality of works, increase the costs of
Works or delay their execution.

1.152.2. Work Inspection may request the Contractor to give an

estimation of the expected effects of the future fact or
circumstance in the Price of Works in charge of the Contractor
and the term of execution of Works according to the Work Plan
 and the Design and Works Schedule. The Contractor must
provide said estimation within the term of fifteen (15) business
days.

1.152.3. The Contractor shall collaborate with Work Inspection in the

preparation and consideration of the proposals about the way to
avoid or reduce the consequences of said fact or circumstance
and in the execution of the corresponding instructions ordered
by Work Inspection.

SECTION 2. MODIFICATIONS IN THE WORKS

1.153. Should it be necessary to carry out Works not provided for in the
Contract, the Price of Works in charge of the Contractor must be
previously reconvened between the Principal and the Contractor, on the
basis of contractual prices corresponding to analogous or similar Works
in the Project’s Budget whenever possible and taking into account the
alterations in the costs produced as from the Contract’s Effective Date.

This agreement shall be formalized by the execution of an amendment

to the Contract to be signed by the head of the Ministry of Transport.

1.154. Should there be no provided Works of similar or analogue

characteristics to the Works modifications, the Price shall be proposed
by the Contractor and adjusted by the Principal depending on the
elements that determine the direct cost of the new works.

1.155. Even in the case the Contractor and the Principal fail to reach an
agreement on the new Price of Works in charge of the Contractor, the
Contractor must immediately proceed to execute the Works if so
directed by Work Inspection, holding its rights harmless.

In such a case, the Contractor shall carry a detailed account of all the
investments made under the examination of Work Inspection, whose
detail shall serve as illustrative element to later on set the price at an
 arbitral instance.

1.156. When modifications are ordered that imply an increase in the Price of
Works in charge of the Contractor, the Contractor must increase in five
per cent (5%) the works Performance Bond within the term of ten (10)
business days.

SECTION 2. WORKS EXECUTED WITH MORE EXPENSIVE MATERIAL OR WITHOUT

THE APPROVAL OF THE PRINCIPAL

1.157. Such works executed with materials more expensive than the ones
provided for in the Contract shall be computed to the Contractor as if
executed with the materials provided for in Contract.

1.158. The Works not executed pursuant to Service Orders or that do not
comply with the Design, the Technical Specifications or any other
Contract document may be rejected by Work Inspection even when of
higher value than the ones provided for. In such a case, Work
Inspection may order their demolition and re-building pursuant to the
provisions of the Contract, all the expenses being borne by the
Contractor.

1.159. The Contractor shall under no circumstances be allowed to perform any

work other than those strictly stipulated in the Contract, should the
Contractor do so anyway, it shall receive no payment for it, unless it
submits written order to perform such a work given by the Principal,
Construction Management or Work Inspection within the framework of
their respective jurisdictions.

SECTION 2. RETENTION FUNDS

1.160. The Principal shall withhold from all Work Progress Certificates the five
per cent (5%) of the invoiced amount until reaching a five per cent (5%)
of the Price of Works in charge of the Contractor to constitute a
Retention Fund as a guaranty for the correct execution of works and to
make the necessary reparations and those the Contractor fails to
 execute when ordered (“Retention Funds”).

Said withholdings shall be made without prejudice to the Performance

Bond.

1.161. The Retention Funds shall remain at the disposal of the Principal until
the Final Acceptance of Works.

1.162. The Principal shall not pay interests for the withholdings made in
relation to the Retention Funds.

1.163. The Principal shall approve the reimbursement of the Retention Funds
to the Contractor within thirty (30) running days as from the issuance of
the final settlement certificate and upon making the corresponding
deductions to the Contractor for repairs, unrealized sanctions or
compensations.

1.164. Retention Funds Substitution

During the execution of works, the Contractor may substitute the one
hundred per cent (100%) of the retained amount by way of Retention
Funds by any of the bonds provided for in the Contract.

SECTION 2. GUARANTEE PERIOD

1.165. The guarantee period shall be of twelve (12) months as from the
Provisional Acceptance of Works (“Guarantee Period”). The
Contractor shall be responsible for the reparations required due to
defects or faults caused by bad quality or deficient execution of works,
or hidden defects, as long as they are not the consequence of improper
use of the works.

SECTION 2. TAKING OF POSSESSION, INVENTORY AND APPRAISAL

1.166. This SECTION shall apply should the Contract be rescinded in relation
to the services governed by these Conditions.
1.167. Taking of Possession

1.167.1. Construction Management shall take immediate possession of

the Works in whatever condition they were, for such purpose an
inventory shall be carried out and the works, materials and
equipment shall be appraised, and the corresponding official
reports shall be made.

1.167.2. Construction Management shall take the necessary equipment

and materials for the continuation of works, should it consider it
convenient and upon a conventional appraisal without any type
of increase.

1.167.3. It may additionally order the continuation of Works in the

conditions deemed more convenient, The Contractor being
liable for the damages suffered by the Principal when the
rescission has been declared because of a breach on the part
of the Contractor.

1.168. Inventory

1.168.1. The inventory shall be made with the intervention of the

Representatives.

1.168.2. Should the Contractor be summoned to carry out the inventory

and should it fail to attend, the Principal (if appropriate, through
Work Inspections) shall be able to carry it out and provide the
Contractor a copy of the resulting inventory.

1.169. Appraisal

1.169.1. The appraisal shall be made by means of the agreement of the

Parties or by means of two (2) experts, one appointed by each
party.

Should the Contractor fail to appoint its expert within a term of

 three (3) business days as from its notification to that effect, it
shall be understood that it waives said right and submits itself to
the result of the appraisal carried out by the Principal’s expert.

1.170. Calculation of Works and materials

1.170.1. The Principal shall calculate the amounts of materials and

equipment inventoried that are essential for the continuation of
Works that have been seized and the works executed by the
Contractor and finished pursuant to the Contract. Likewise,
Construction Management shall determine the quantities and
types of unfinished Works that are unacceptable.

1.170.2. The Contractor shall withdraw at its own account the materials
and equipment not accepted by the Construction Management
from the area of works in the term established by the Principal,
which shall not be of less than fifteen (15) running days as from
the notification. Should the Contractor fail to comply with the
established term, Construction Management can have the
materials and equipment withdrawn and deposited outside the
area of works, all the expenses being borne by the Contractor.

1.170.3. The Contractor shall demolish the Works not accepted by the
Principal within the term so established by the Principal and,
should it fail to do so, the Principal shall demolish them at the
expense of the Contractor.

1.170.4. The amount of the settlement of all the executed Works

received by the Principal, be they finished or not, and the
materials and equipment seized at appraisal Price shall
constitute a positive balance in favor of the Contractor, upon the
deduction of the expenses made on account.

When the rescission of the Contract in relation to the Works has

been caused by the Contractor, the balance provided for in the
 previous paragraph shall be unpaid until the termination and
final settlement of the Works to respond for the extra costs
thereof and for the damages originated by the rescission of the
Contract in relation to the works, or the deficient execution of
works.

1.170.5. Should the retained amounts be insufficient to cover the

disbursements and damages that the rescission as regards the
works imply to the Principal, the Contractor shall pay the
resulting balance.

SECTION 2. LOSSES, FAULTS OR DAMAGES

1.171. The Contractor shall not be liable to compensation for losses, faults or
damages caused by its own fault, lack of means or errors in the
operations that are attributable to it. When said losses, faults or
damages were caused by employees of the Principal, Construction
Management or Work Inspection, or were due to force majeure or act of
God events, they shall be borne by the Principal.

1.172. For the effects of the application of SECTION 1.171. force majeure
events or acts of God shall be those events:

1.172.1. Directly caused by public administration acts, not provided for in

this Contract; and

1.172.2. Extraordinary events of natural origin and of such nature that

the Contractor is unable to adopt the necessary measures to
prevent their effects.

1.173. To be liable to the compensations referred to in this , the Contractor

must submit the pertinent claim within the terms and in the conditions
set forth in these Conditions.

Should the compensation be admissible, the damage shall be paid in

agreement, whenever possible, with the relevant components of the
Price of Works pursuant to the Project’s Budget.