APPENDIX 7 to RFQ-cum-RFP

DRAFT BUS PROVIDER AGREEMENT
DRAFT BUS PROVIDER AGREEMENT
Between the

Transport Commissioner/Designated Authority Government of UP (TC/DA GoUP)
and

(Bus Provider)
to

Provide and operate Stage Carriage Buses
for

Passenger Road Transport System (PaRTS) in The State of Uttar Pradesh Under

BUY, OWN, OPERATE AND MAINTAIN (BOOM) SCHEME THE “PaRTS” PROJECT SEPTEMBER 2008

Issued by

Transport Commissioner, Government of Uttar Pradesh (GoUP)
Parivahan Bhawan, Tehri Kothi, MG Marg, Lucknow-226001 (UP)
Phone: (0522) 2613978, Fax: 2629235, Email: transport.up@gmail.com

TABLE OF CONTENTS
ARTICLE 1.0 1.1 1.2 1.3 2.0 2.1 2.2 2.3 3.0 3.1 3.2 3.3 4.0 4.1 4.2 4.3 5.0 5.1 5.2 6.0 6.1 6.2 6.3 7.0 7.1 7.2 7.3 7.4 7.5 7.6 7.7 7.8 8.0 8.1 8.2 9.0 9.1 9.2 10.0 11.1 11.0 11.1 CONTENTS TABLE OF CONTENTS DEFINITIONS AND INTERPRETATION Definitions Principles of Interpretation Meaning of “Agreement” BUS PROVIDER CONTRACT Grant of Bus Provider Contract Bus Provider Contact Period Acceptance of Bus Provider Contract ACCESS TO PREMISES / VEHICLES Access to Premises & Vehicles Rights, Title and Use of the Premises if any, arranged by TC/DA Applicable Permits SCOPE OF SERVICES Overview of the Scope of services Rights, Duties and Responsibilities of the Bus Provider Rights & Obligation of TC/DA Service Quality Performance (SQP), Compliance & Default Service quality performance (SQP) Compliance with SQP & Remedy for Breach of SQP Compliance STEERING COMMITTEE Constitution of the PaRTS Project Steering Committee Draft Notification for the steering committee Functions, Role and Frequency of Steering Committee Meetings BUS PROVIDER’S OBLIGATIONS Performance Guarantee Fresh Performance Guarantee Financing Arrangement Project Implementation Project Implementation: Operation and Maintenance General Obligations No Breach of Obligations Confidentiality obligations of Bus Provider TC/DA’s OBLIGATIONS Specific Obligations General Obligations SYSTEM MANAGEMENT CONTRIBUTION PAYABLE BY THE BUS PROVIDER TO TC/DA, GoUP System Management Contribution payable by the bus provider Payment Terms CHANGE OF SCOPE & CAPACITY AUGMENTATION/REDUCTION Change of Scope & Capacity Augmentation/Reduction FORCE MAJEURE AND CHANGE IN LAW Force Majeure Event PAGE 1 to 2 5 5 8 8 9 9 9 9 10 10 10 11 12 12 14 21 25 25 25 26 26 26 26 28 28 28 28 28 29 31 31 32 33 33 33 34 34 34 35 36 36 36

-1-

ARTICLE 11.2 11.3 11.4 11.5 11.6 12.0 12.1 12.2 12.3 13.0 13.1 13.2 13.3 14.0 14.1 14.2 15.0 15.1 15.2 15.3 15.4 16.0 16.1 16.2 16.3 16.4 16.5 16.6 16.7 16.8 16.9 16.10 16.11 16.12 16.13 16.14 1 2 3 4 5

CONTENTS Notice of Force Majeure Event Performance of Obligations Termination due to Force Majeure Event Liability for other losses, damages etc Change in Law EVENTS OF DEFAULT AND TERMINATION Termination for Default Termination for Insolvency, Dissolution etc Accrued Rights of Parties HANDOVER & DEFECT LIABILITY PERIOD Handing Over of Project Assets Joint Inspection and Removal of Deficiency Recovery of Balance dues of TC/DA from the Bus Provider DISPUTE RESOLUTION AMICABLE RESOLUTION ARBITRATION REPRESENTATIONS AND WARRANTIES Representations and Warranties of the Bus Provider Representations and Warranties of TC/DA Obligation to Notify Change Indemnification MISCELLANEOUS Assignment and Charges Interest and Right of Set Off Liquidated Damages Governing Law and Jurisdiction Waiver Survival Amendments Notices Severability No Partnership Language Ownership & Protection of Property And Intellectual Property Rights Intellectual Property Rights Counterparts SCHEDULES1 Request for Qualification cum Proposal (RFQ cum RFP) No-------in its entirety including all its Sections, Appendices and Schedules Letter of Copy of Performance Service Quality Performance (SQP) 4 Bus
t her et o

PAGE 36 37 37 38 38 39 39 39 39 41 41 41 41 42 42 42 44 44 45 45 45 46 46 46 46 47 47 47 47 47 48 48 48 48 49 50

1

c c e p t a n c e 1F

2

Gu a r a n t e e 2F3

3F

S pe c i

f i c a t i o n s 4F

5

1 2

To be attached once the RFQ cum RFP Bidding Process is completed and a Successful Bidder is identified To be attached 3 To be attached 4 To be attached 5 To be attached

-2-

This Bus Provider Agreement is mutually agreed and entered into on this ____________day of ___________(Month), 6 Two Thousand and eight at Lucknow, Uttar Pradesh,
5F

BETWEEN Government of UP (GoUP) acting through the Transport Commissioner/Designated Authority, Government of UP (TC/DA GoUP), ------------------, Uttar Pradesh-226001, Uttar Pradesh, India hereinafter referred to as “the Contracting Authority” or “TC/DA” which expression shall unless repugnant to the context include its successors and assigns, OF THE ONE PART, AND ______________________, a company /cooperative society /JV, 7 having its registered office at ___________________, 8 hereinafter referred to as “Bus Provider” which expression shall unless repugnant to the context include its successors and permitted assigns, OF THE OTHER PART.
6F 7F

WHEREAS, A. TC/DA is engaged in the business of securing and promoting an efficient, economical, reliable and properly coordinated system of mass passenger road transport to public by a fleet of buses in the areas / influence zones / contiguous area of the state of Uttar Pradesh and the extended areas. With a view to provide efficient, safe, comfortable, user friendly and environmentally compatible mass passenger road transport services on a sustainable basis, TC/DA is desirous of augmenting the bus fleet and operating them on a public private participation (ppp) system in the above areas, Accordingly, TC/DA had invited Bids under a three stage process from Bidders for selection and induction of bus providers and prescribed the terms and conditions for the selection of a Successful Bidder(s) under its Request for Qualification cum Proposal (RFQ cum RFP), inter-alia, to provide and operate the said buses at his cost for the above purpose on” Buy, Own, Operate and Maintain” (BOOM) basis for the Passenger Road Transport System (PaRTS) in the State of Uttar Pradesh for (PaRTS) Project, of the Government of UP(GoUP) or (TC/DA, GoUP - PaRTS Project) subject to and on the terms and conditions contained in the said RFQ cum RFP. After evaluating several Bids, TC/DA has accepted the Bid submitted by M/s __________________ 10, (the “Bus Provider”) with ____________________ 11 as its lead member (“Lead Member”)7 for undertaking, inter alia, the work for and in relation to the PaRTS Project. The said Lead Member has also got the requisite authority to act as such from other members of the Consortium by way of Affidavit(s) executed by the said other members in favor of the Lead Member.
8F 9F

B.

C.

D.

6 7

To be filled To be stated in case of Consortium Joint Venture, the Lead Member would be required to sign the Agreement 8 To be filled 10 To be revisited when Bus Provider is identified – in case of Consortium / foreign investment etc. 11 To be filled

-3-

E.

Accordingly, a Letter of Acceptance No. __________ dated _________ 12 was issued to the Bus Provider(s) for requiring, inter alia, the execution of this Bus Provider Agreement and submission of Performance Guarantee for the performance of its obligations under this Bus Provider Agreement.
10F

F.

Pursuant thereto, the Bus Provider has submitted Performance Guarantee of Rs. -----------------lakhs (Rupees------------lakhs) by way of ________ 13 to enter into this Bus Provider Agreement for the PaRTS Project on BOOM basis and has requested TC/DA to accept the Bus Provider as the entity which shall undertake, fulfill and perform the obligations and exercise the rights of the Bus Provider under the Letter of Acceptance, including the obligation to enter into this Bus Provider Agreement for the PaRTS Project. A copy of the said Performance Guarantee is annexed as Schedule 3 hereto.
1F

G.

The Bus Provider has also furnished a legal opinion from a legal counsel on its behalf representing that it is duly authorized to enter into this Bus Provider Agreement and fulfill its obligations under this Bus Provider .
14 A g r e e me n t 12F

H.

Now therefore TC/DA has agreed to enter into this Agreement with the Bus Provider pursuant to the Letter of Acceptance for the PaRTS Project. It is deemed necessary and expedient to enter into this Bus Provider Agreement to record the terms of the said Bus Provider Agreement between the Parties. Terms and conditions of this Agreement shall supersede any contrary terms and conditions of the RFQ cum RFP and any Appendices and / or Schedule(s) thereto.

I.

J.

NOW THEREFORE, IN CONSIDERATION OF THE PREMISES AND THE MUTUAL COVENANTS HEREINAFTER CONTAINED, THE PARTIES HERETO HEREBY AGREE AND THIS AGREEMENT WITNESSETH AS FOLLOWS:

12 13

To be filled Give details of Performance Guarantee 14 To be specified when Bus Provider is identified

-4-

provided however. “Bus Provider” means ___________________________ with whom TC/DA has entered into this Bus Provider Agreement14.1 Definitions In this Agreement. “Bus Provider Period” shall mean and be limited to the period commencing from the Appointed Date and ending with the date of termination of the Agreement. “Agreement Period” shall be a period of 10 (ten) years. with a maximum of 5 members out of which one will be a lead member. that in the event of earlier termination of the Agreement. the following words and expressions shall. “Arbitration Act” means the Arbitration and Conciliation Act. 1996 as in force today and shall include any and all modifications / amendments thereto or any reenactment thereof as in force from time to time “An Association of Persons (AOP)”. authorizations. duly registered / incorporated as per the prevailing laws. the “Agreement Period” “Bus Provider Agreement” means the Agreement including. permits. “Appointed Date” shall mean the date of this Agreement. “Applicable Laws” means all statutes and laws promulgated or brought into force and effect by the Central Government of India or any State Government(s) or Local Government(s). commencing from the scheduled date of induction of the first bus provided by bus provider to the PaRTS project after signing of the Agreement with the TC/DA GoUP and the Successful Bidder. and judgments. without limitation. “Applicable Permits” means all clearances. For the purpose of evaluation of eligibility. decrees. unless repugnant to the context or meaning thereof. operate and maintain the buses in the PaRTS Project on BOOM basis during the Period of the contract/agreement on the Appointed Date. consents and approvals required to be obtained or maintained under Applicable Laws in connection with the PaRTS Project during the subsistence of this Agreement. -5- . of the AOP bidder. eligibility requirements of the lead member shall only be considered. provided however that in the event of earlier termination of the Agreement. The AOP shall demonstrate its status as a legal entity. have the meaning hereinafter respectively ascribed to them hereunder: “Agreement” shall have the meaning ascribed to it in Article 1.ARTICLE 1 DEFINITIONS AND INTERPRETATION 1. writs and orders of any court of record. own.3 hereof. buy. any and all Annexures thereto which will be/has been entered into between TC/DA and the Successful Bidder through which TC/DA will grant the rights to the Successful Bidder to. injunctions. “Bus Provider Period” shall be a period of 10 (ten) years. including regulations and rules made by them. as may be in force and effect during the subsistence of this Agreement. commencing from the Appointed Date. etc.

operation and maintenance or supervision or monitoring thereof of any of them of a project similar to that of the PaRTS Project. “PaRTS Project” has the meaning ascribed to it in the Clause A of the RFQ cum RFP titled “Disclaimer” “PaRT System ” This is a Project for augmentation of mass public passenger road transport services consisting of the mass mobilization of passengers in -6- . its sub system elements. in relation to the PaRTS project “Consortium” shall mean an association of 2 (two) or more (maximum of 5) corporate entities / firms or a collaborator entity formed specially for the purpose of this Bus Provider purpose in the PaRTS Project “Encumbrance” shall mean any encumbrance such as mortgage.“Bus Specification” shall mean the specifications of the bus stipulated by the TC/DA in the RFQ cum RFP. and any amendments thereto. “BQS” means bus queue shelters constructed at bus stops “Central Control Station/Control Room” means the facility used mainly for service monitoring and operations control etc through hosting the central server and components thereof for centrally collecting. storing. processing the information obtained from various elements of of bus operations. assignment. communications systems and related sources etc. consolidating. "GoUP" shall mean the Government of Uttar Pradesh “Good Industry Practice” shall mean the exercise of that degree of skill. “Expiry Date” shall mean the date on which the Agreement expires in the normal course with the efflux of time. "Lead Member' shall mean the specific member of the Consortium duly nominated by a l l other members of that Consortium. physical encumbrances. cesses. agents. pledge. hypothecation. prudence and foresight in compliance with the undertakings and obligations under this Agreement which would reasonably and ordinarily be expected of a skilled and an experienced person engaged in the implementation. electricity. employees. privilege or priority of any kind having the effect of security or other such obligations and shall include without limitation any designation of loss payees or beneficiaries or any similar arrangement under any insurance policy pertaining to the PaRTS Project. service providers. “Inspection and certification plan” shall mean the inspection and certification of road worthiness of buses plan stipulated in the RFQ cum RFP for checking the bus for its conformity with the stipulated specifications for approval by TC/DA and which shall after TC/DA’s approval be appended to this Agreement as a Schedule hereto. diligence. security interest. lien. claims for any amounts due on account of taxes. SYSTEM MANAGEMENT CONTRIBUTION PAYABLE BY the bus provider “Letter of Acceptance” means the letter issued by TC/DA to the Successful Bidder to undertake and execute the PaRTS Project in conformity with the terms and conditions set forth in the RFQ cum RFP. water and other utility charges and encroachments on the Premises. charge.

during a period fixed by the DA. The entire contribution amount shall be paid as “lump sum” once every year. GoUP) and its authorized successors and assigns at all times. “TC/DA Website” means the website of the TC/DA which at present has the following web address – --------“Termination” shall mean early termination of this Agreement pursuant to Termination Notice or Notice of Termination or otherwise in accordance with the provisions of this Agreement but shall not. “Termination Date” shall mean the date specified in the Termination Notice or Notice of Termination as the date on which Termination occurs. -7- . and subject to an economic considerations. and control of the PaRT System and is its owner. equipments. hardware. “PIS” means Passenger Information System whereby and where-under passengers shall be informed of details at any or some bus stops / BQS. using buses provided mainly by the private entities on public private participation (ppp) in conditions of freedom of access. quality and security of users.the State of UP. at bus terminals etc as per directions of the TC/DA and the requirements given in the RFQ cum RFP “Project Implementation Requirements” shall mean and include the provisions of the Scope of services and other requirements of the PaRTS Project collectively. “TC” means the Transport Commissioner. as the context may admit or require. software. for every lot of upto 1000 buses. implemented and maintained for the PaRTS project requirements and the specification prescribed “Parties” shall mean the parties to this Agreement and “Party” shall mean either of them. System Management Contribution: Is the amount of contribution payable by the bus provider to the TC/DA GoUP every year in lumpsum. designed. TC/DA. Government of UP (TC/DA. “Scope of Services” shall have the meaning ascribed to it in Article 4 of this Agreement. developed. “Quality of Service” shall have the meaning ascribed to it in Article 5 of this Agreement. “TC/DA Representative” means any person duly authorized by TC/DA for the purposes of this Bus Provider Agreement. It inter-alia includes without limitation the Buses. at a specified time for the system managerial services/ operations compliance/control services etc provided by the TC/DA GoUP and or his representative DA. GoUP “TC/DA” means the Transport Commissioner/Designated Authority. unless the context otherwise requires. Uttar Pradesh is responsible for planning. infrastructure. inside the Bus. include expiry of this Agreement due to efflux of time in the normal course. “RFQ cum RFP” and / or “RFQ cum RFP Document Package” means the Request for Qualification cum Proposal documents for the PaRTS Project annexed hereto as Schedule 1.

This Bus Provider Agreement along with any and all Schedules hereto. associations and any organizations. Schedule 2 . 2008 in its entirety including all its Sections.Revised Request for Qualification cum Proposal (RFQ cum RFP) of September. 1. the Articles shall prevail. c. Schedule 4 – Service Quality Performance (SQP)14 6. Schedule 1 . Words importing the singular also include the plural and vice versa where the context requires Words importing one gender also include other gender b. d. Schedule 5 – Bus Specifications14 13F In the event of any discrepancy / conflict in the terms of the above referred documents or interpretation thereof. companies.3 In case of ambiguities or discrepancies in this Agreement.Letter of Acceptance 4. 14 To be specified when Bus Provider is identified -8- . corporations. headings and marginal headings in this Agreement are solely for the purpose of facilitating reference and shall not impact the construction or interpretation of this Agreement. the latter shall prevail (iv) Between any value written in numerals and that in words. and in particular for the construction of the contractual provisions where there is a reference to a given number of Bus Provider years. (ii) Between the Articles and the Schedules. e. 2. the following shall apply: (i) between two Articles of this Agreement. a “year” is understood as the twelve month consecutive period counted from the Appointed Date. the decision of TC/DA shall prevail.13 Any other term(s). The Article numbers. Appendices and Schedules thereto 3. (iii) Between the written description on the drawings and the System Requirements / Specifications. trusts. Schedule 3– Proforma of Performance Guarantee 14 5. Words importing Persons or Parties shall include firms. 1. having legal capacity to sue and be sued in their names.“Year” – For all legal effects. the latter shall prevail This Agreement comprises of the following and accordingly it shall mean and include the following: 1. the provisions of specific Articles relevant to the issue under consideration shall prevail over those in other Articles.2 Principles of Interpretation a. not defined herein above but defined elsewhere in this bus provider Agreement shall have the meaning(s) ascribed to such term(s) therein and shall be deemed to have been included in this Section.

2.2 Bus Provider contract Period The Bus Provider contract hereby awarded is for a period of 10 (ten) years commencing from the Appointed Date and ending on the Expiry Date ("the Bus Provider Contract Period") during which the Bus Provider is authorized to “Buy.3 Acceptance of Bus Provider contract In consideration of the rights. GoUP and as per terms and conditions given in the RFQ cum RFP. and other good and valuable consideration expressed herein. Guidelines as applicable for this purpose or orders issued by the TC/DA with respect to the to the above. -9- . the Bus Provider hereby accepts the Bus Provider contract and agrees and undertakes to perform / discharge all of its obligations in accordance with the provisions hereof. Own. The detailed rights of the bus provider are given in the RFQ cum RFP Document It shall be Bus Provider’s responsibility to comply with the applicable laws. Own. Operate and Maintain” buses as per stipulated specifications at his cost on BOOM basis for the PaRTS Project in Uttar Pradesh. Bus provider shall have the right to buy. (ii) 2. privileges and benefits conferred upon the Bus Provider. Provided that in the event of Termination. TC/DA hereby grants and authorizes the Bus Provider to “Buy. operate. Operate and Maintain” buses as per stipulated specifications at his cost on BOOM basis in the PaRT System for the PaRTS Project of GoUP. the Bus Provider contract Period shall mean and be limited to the period commencing from the Appointed Date and ending with the Termination Date. own. in accordance with the provisions hereof. and to exercise and/or enjoy the following rights as set forth in this Agreement: RIGHTS OF BUS PROVIDER i. Uttar Pradesh.ARTICLE 2 BUS PROVIDER CONTRACT 2. rules.1 Grant of Bus Provider Contract (a) Subject to and in accordance with the terms and conditions set forth in this Agreement. and maintain the buses of stipulated specifications for the PaRT System at his cost and collect revenue from users as per tariffs fixed and or approved by the TC/DA.

In order for Bus Provider to set up the parking yard and other facilities related to vehicle operation and maintenance of the buses for the PaRTS Project TC/DA may allow Bus Provider the use of such premises (on as is where is basis) as required (“Premises”) for the purpose as and when available and if possible(not to be construed as any assurance) . The Bus Provider shall at all times during the subsistence of this Agreement maintain the Premises and shall not. use the Premises for any purpose other than for the purpose of the (b) (c) (d) (e) -10- . The Premises shall be and continue to be the property of TC/DA. arranged by TC/DA in accordance with the provisions of this Agreement. for the above purposes and or for any other purpose for the PaRTS Project. The Bus Provider shall not part with or create any Encumbrance on the whole or any part of the Premises save and except as set forth and permitted under an Agreement signed with TC/DA. Title and Use of the Premises if any. ESIC.1 Access to Premises & Vehicles a) TC/DA reserves the right to inspect/arrange inspection through an authorized agent of any bus and support facility used by Bus Provider in relation to the implementation of the PaRTS Project. arranged by TC/DA for parking of buses of the bus provider provided by him for the PaRTS Project (a) The Bus Provider may be allowed the use of the Premises. Service Tax. agents. TC/DA reserves the right to inspect/ arrange inspection through an authorized agent of any all relevant documents/ records of bus operations / records including the books of accounts of statutory payments like PF. Bus Provider shall take the prior written consent of TC/DA for making any changes/alterations / constructions to. at or on the Premises for purposes of this and the aforesaid Agreement. Bus Provider shall at all times assist TC/DA in the above process.and as per terms and conditions finalised by TC/DA for PaRTS Project. contractors. TC/DA shall do so after giving prior notice to Bus Provider and make a visit during the office hours of Bus Provider. its employees. The said premises if allotted to the bus provider for the above purpose upon such terms and conditions and in such phased manner as set forth by TC/DA shall remain to be the property of the TC/DA.2 Rights. GoUP. etc.ARTICLE 3 ACCESS TO PREMISES / VEHICLES 3. of Bus Provider at any time to monitor compliance with Bus Provider’s obligations in relation to implementation of the PaRTS Project. Uttar Pradesh as and when such a premises is arranged. b) (c) (d) 3. TC/DA shall do so after giving prior notice to Bus Provider and make a visit during the office hours of Bus Provider. if any. Bus Provider shall at all times assist TC/DA in such inspections. Bus Provider shall also allow access of TC/DA. without the prior written approval of TC/DA. etc as and when required.

GoUP. In the event of an adverse effect being caused to the Premises it shall be the Bus Provider’s responsibility to restore the said Premises at Bus Provider’s cost and expenses. -11- .PaRTS Project as defined by the TC/DA in the agreement signed then and purposes incidental or ancillary thereto.3 Applicable Permits The Bus Provider shall obtain and maintain the Applicable Permits in such sequence as is consistent with the requirements of the PaRTS Project. The above efforts are mainly for facilitation and shall not be construed as any assurance from the TC/DA. (g) 3. (f) Bus Provider shall ensure that its use of the Premises hereunder shall not result in an adverse effect there to.

at his cost. d) make the buses available for display of advertisements inside / outside the buses as decided by TC/DA and as per terms and conditions finalized by TC/DA.1. on routes. schedules. Uttar Pradesh. interalia indicating that the bus is in full roadworthiness state of operation. for the duration etc and operate them on routes. as and when if any decided by TC/DA. Uttar Pradesh c) Make available the assigned number of buses or as amended by TC/DA to PaRT System for the operation at a place.1. free from any defect. trips. Uttar Pradesh and obtain a certificate of acceptance to enable him to commence operations in the PaRT System. Submit a certificate of inspection from the authorised dealer or representative of the bus manufacturer. etc at his cost from time to time as per terms & conditions of the agreement. Get the buses inspected and approved by TC/DA. test reports. maintenance. and supervision of the buses and other facilities related there to at his cost for services as per the agreement f) ensure quality of buses.ARTICLE 4 SCOPE OF SERVICES 4. areas etc at his cost. TC/DA plans to implement the PaRTS project (“PaRTS project”) of mass passenger public road transport system in the areas / Zones of influence / contiguous areas as demarcated in the state of Uttar Pradesh. trips. and other documents as indicated in the specifications and submit them to TC/DA.. as near to the start / end of the routes of the allocated areas / zones as possible to avoid operating dead kilometers. Uttar Pradesh. to be as per the prescribed specifications. g) to arrange for regular preventive maintenance and break down repairs etc at his own workshop or through an annual maintenance contract with the bus manufacturer or his authorized dealers or through other well equipped workshops. b) make arrangement of the parking space for the buses. Own. -12- . deficiencies etc meeting all the specifications as contracted. TC/DA. purchased by him. e) Provide trained and skilled staff for operation. time.1 Bus Provider shall ensure that the buses and the services provided by them broadly cover the following: a) Buy. may in due course endeavour (not to be construed as any assurance) to create such space and offer it to the bus providers on administration / lease for the duration of the contract for the purpose of parking of buses as per terms and conditions finalized by the TC/DA. Uttar Pradesh. Operate and Maintain buses as per bus specifications prescribed by TC/DA in the RFQ cum RFP document and operate them for the TC/DA’s PaRTS project as per the schedules. Overview of the Scope of services for the PaRTS Project wrt to bus provider activities In order to achieve the Aims and Objectives of the PaRTS Project. under the TC/DA Uttar Pradesh as specified in the Scope of services 4. Obtain all certificates.

. This information shall be provided in the form of a detailed Gantt Chart detailing all milestones to ensure that all the buses will be available to TC/DA as per schedule. Maintain the system in perfect operational state at all times. inter alia report on the following: • • • Progress Reports (Progress against the Project Management Plan) Status of all risks and issues Status of readiness of the buses and the skilled staff to operate buses and supervise bus operation q) identify. records. guidelines etc issued through various means of communications by the TC/DA. n) train staff and retrain them periodically for updating their skills in all the related fields at his cost o) participate in all the meetings. m) Pay all dues of TC/DA. p) develop a Project Management Plan for the PaRTS Project. documents etc as required by TC/DA. committees etc as directed by the TC/DA from time to time. Uttar Pradesh from time to time. terminal facilities provider if any. Uttar Pradesh ensure cleanliness of buses at all times both inside the bus and outside j) k) ensure crew interventions for the route destination display system as required by the system for efficient and proper operation of the system. Submit to TC/DA a weekly report on items which are on critical path and that require management action. monitor reports and update the project risk profile to TC/DA. shall detail all tasks related to the implementation of PaRTS Project. analyze and evaluate the project risks. Monitor the progress of the project on regular basis and then analyze the deviations. Uttar Pradesh without any delays. directions. l) provide all information. The Project Management Plan at a minimum. exceptions for corrective actions r) implement the PaRTS Project as per the schedule specified s) carry out all other obligations listed elsewhere in the RFQ cum RFP/agreement -13- . and develop cost effective strategies and action plans to mitigate those risks. etc i) operate the buses maintaining highest standards of service quality including behavior of the crew and the other staff. data. Respond to all notices letters communications received from TC/DA. Implement all the instructions. and for each task. the task / person / effort resource allocation. Uttar Pradesh within the given time frame with complete and full replies. Bring to the notice of the steering Committee in its meetings held at periodic intervals at venue decided by TC/DA and provide.h) co-operate with all other service providers and facilitate their operations in the PaRTS eg for the on board advertisements by the advertising agencies / advertiser.

PaRTS Project.3 Detailed duties and responsibilities of both the bus provider and the TC/DA are given in the following sections Rights. schedule.2. parking places. PaRTS Project as per rates.1.2 4.4.2. style and detailed specifications/quality requirements at his cost as given in the tender inviting notice no. 4.1.2. the Bus Provider has the following duties and responsibilities: 4. develop the requisite PaRTS infrastructure and facilities. Duties and Responsibilities of The Bus Provider Derived From The Bus Provider Agreement of The PaRTS Project 4.2.2.4 To ensure that no deficiencies. terms and conditions of the tender document / subsequent contract.2. engage all other services providers in time.1. To buy. Regarding the provision of the mass passenger road transport services: 4. operate and maintain requisite number of specified buses of type.2. 4. plan. defaults or failures in the quality of service provided and or of any of the related elements of or acts of providing the specified bus transport service levels / provisioning facilities such as workshops. own.2008 of the TC/DA.2. Develop service provider manuals on various aspects of the PaRTS services c) Ensure service quality performance to be as per the laid out requirements by various service providers d) Establish effective system of communication and coordination amongst all the stake holders of the system e) Ensure timely means of assessment and communication of defaults / deficiencies in the services provided f) Ensure timely and amicable resolution of disputes between various bus providers and the TC/DA g) Carry out all other obligations as detailed else where for efficient performance of the system on sustainable basis.2 To ensure that mass passenger road transport services are of the quality as detailed in the aforesaid tender document are maintained so on sustainable basis. 4.2. 4.3 To ensure that all contractual requirements of the tender and subsequently those contained in the contract document are fulfilled through out the currency of the contract.2. and as a result of the non-exclusive provisions of the contract for the provisioning of the transport activity of the TC/DA. monitor and control all the related activities of the system for timely implementation and commissioning of the system b) Establish systems. -----of ----. shape. -14- .2. size.2 TC/DA shall a) Specify the requirements and provisioning standards for the system and its elements clearly. design.1 By means of this contract. procedures.

4. under conditions of freedom of access. all ancillary or complementary contracts to the bus provider contract required for the proper operation of the TC/DA. every quarter.2. in the allocated area / zone as per guidelines prescribed by the TC/DA. Accept charging of user tariffs for Ordinary bus services as fixed / re-fixed from time to time by TC/DA. the investment including working capital necessary for the procurement and operation of buses and other related facilities / equipments / services etc. required for the total value of -15- .2.2.7 To execute. GoUP. On board tariff collection shall be made using hand held electronic (GPS/GPRS compatible and smart card friendly) ticket vending machines..8 To carry out route structuring. size and category of buses in proportions as per agreement in all the operations as finalized above besides ensuring fitment of other gadgets / equipments / provisions etc 4. 4.control rooms.e. as per the contractual specs of TC/DA from the bus manufacturer or his authorised dealer.2. All these units shall be compatible with the systems available at bus stops. Uttar Pradesh. the capital / funds / finances.2. communication and control equipment and all other equipment which must be installed in the buses and which for that purpose establishes TC/DA. 4.2. with the period and continuity established by TC/DA. . While planning for these activities the minimum prescribed frequency of operations / connectivity in various sectors / routes etc shall be ensured as per the agreement 4.6 To guarantee the provision of mass public passenger transport services. out his own resources and or through credits or any other source of financing (if any).2. Deluxe. GoUP. 4.13 To arrange himself. PaRTS Project.2.11 Deleted 4.2. PaRTS Project 4.5 To fix tariffs of Super Deluxe. etc.2.2. service standards and security of users. The entire data collected and stored therein shall be transferred to the control room / any other place decided by the TC/DA.9 Deploy appropriate type .2.2. at his own risk and costs.2.2. bus terminals etc 4.10 To ensure fitment of vehicle tracking system. trip planning and scheduling. allowed to occur failing which accept and pay penalties/fines / liquidity damages as detailed in the tender document/the contract. quality. the logical units.2. Semi Deluxe bus services.2.12 To perform maintenance of equipment / buses strictly following manufacturer’s instructions and to submit a certificate of road worthiness of the buses periodically i. GoUP. The installation of logical units and communication and control equipment in buses will take place prior to the entry in service or operation of each vehicle.2.

4. agents. Uttar Pradesh or to third parties. liability of any kind what so ever on this behalf and or of any act of omission or commission by them. The TC/DA is expressly understood to be indemnified by the bus provider for any of the acts of omission/commission and of any consequential damages/losses caused by the bus provider’s employees. 4.2.2. and all other requirements as per the applicable labour acts/rules/regulation/practices are fully complied with by the Bus Provider and that TC/DA is fully and completely absolved of any responsibility. 4.2. PaRTS Project. PaRTS Project. buses etc are insured as per applicable laws and that all damages..2. etc. the vehicles required for the provision of services which TC/DA.2.2. Uttar Pradesh. 4.2. induction and operations of buses and other actions of the bus providers. applies to the fact that drivers are duly qualified and are in possession of valid driving licence to drive heavy duty passenger transport buses in the allocated operational areas / routes. contractor. Before deployment of any driver on the buses provided for operation in the PaRTS Project. skills and expertise of the proposed drivers by the TC/DA or an agency / individual appointed by TC/DA and obtain a acceptance certificate for deployment of each and every driver. as per the technical specification. Uttar Pradesh 4.2. examinations or procedures for evaluation of knowledge. for non-compliance regarding delivery.14 Be liable for and pay damages which may be caused to TC/DA.17 To engage the personnel to drive the vehicles for which he is responsible. and supervise guide and control the bus provider’s operations subject to the modes and conditions of the prevalent labour acts / regulations / laws / rules as applicable in Uttar Pradesh.2.21 The obligation provided at the above para. sub contractors. liabilities caused by any incident/accident of buses whether to the bus provider’s assets or to any third party are fully and completely taken care of by the bus provider and TC/DA Uttar Pradesh is not held responsible for any of such damages/losses etc and is fully indemnified for them. provided for in this contract.18 To ensure that all the legal.2.19 To ensure that all his equipments. and of the environmental norms and guaranteeing the due attention and protection of the passenger.16 To obtain the certificate of fitness for operation into the service.2. Uttar Pradesh.2.2. The party to enforce such damages is TC/DA.4. ensuring that the drivers know and strictly observe the applicable rules/regulations/practices/instructions for the operation of the PaRTS buses within the TC/DA. the object of this contract from TC/DA. 4. for vehicles assigned to the PaRTS Project’s operation. and of the type of equipment. on the dates and under the terms and conditions laid out by TC/DA. the driver shall -16- .20 To train drivers and organize refresher training programs as decided/accepted by TC/DA.2.2.2. Uttar Pradesh.15 To make available to. may decide from him. When on duty. Uttar Pradesh. 4. statutory. the bus provider shall arrange to get verified through conduct of teststheoretical and practical.

under the terms of the contract. or by the auditors. 4. agents or dependents. inspectors and supervisors appointed by TC/DA.2. reports. equipments. and to adopt measures and execute the plans required or which may be required. instructions. in agreement with competent environmental authorities and according to the parameters required by the TC/DA.23 To maintain in adequate conditions of safety and transit. Uttar Pradesh. agents. quality and functionality of the System and to enforce them among its employees. the licenses and permits required for the compliance of all its obligations. Uttar Pradesh and to guarantee the operational-ability. from time to time at the defined place and within the stipulated time in relation to provisioning and operation of buses for the PaRTS besides for any other related activity.2.29 To maintain adequate conditions of cleanliness and security on the buses. data.2. No driver without the said certificate shall ever be deployed on the buses provided for PaRTS operation of the TC/DA. Uttar Pradesh. contractors or subcontractors. and to expressly comply and cause compliance of the corresponding regime of sanctions 4.always carry this certificate. allowing full and unrestricted access to any installation. Uttar Pradesh.2. all orders. 4. stations and the terminals used by him / assigned to the TC/DA.25 To submit. and enforce among its employees. buses and information by personnel authorized by TC/DA. Uttar Pradesh 4. Uttar Pradesh 4.2.2.26 To allow adequate supervision of the execution of the contract by TC/DA.2. Uttar Pradesh may issue.2.2.2. along with the instructions issued by the TC/DA. stops.2. PaRTS Project. in due time. PaRTS Project 4.2. its authorized representatives and or its control Centers/offices. Uttar Pradesh.2. returns. stations or in any other installation or premises. certificates etc as per the requirements of TC/DA. in compliance with the assigned obligations.27 To prepare environmental impact and management studies. Uttar Pradesh. the route buses which it assigns to meet the services required by the TC/DA.2. contractors. 4.2.2.2. A few parameters of service quality are given in the table hereunder: -17- . 4. subcontractors.30 To answer to any requirement which TC/DA.2.28 To comply with the operating instructions issued by TC/DA.2. Uttar Pradesh. manuals and regulations in force or which TC/DA.24 To obtain. Uttar Pradesh and the additional equipment to be installed in the buses. information. security. 4.22 To comply with.2. 4. if required. may make regarding the due cleanliness and security of the buses etc assigned to it in the TC/DA.31 To provide services of appropriate quality as required by TC/DA.

34 To establish operations control rooms at appropriate locations / and in numbers as decided by the TC/DA.t. non issue of tickets . 4. TC/DA shall also be free to take any other action as deemed fit in different cases. of trips arrival and departure within 5 operations minutes of the scheduled timings to total no. GoUP / DA for use of bus stops. rash driving. fitment of un authorized gadgets. 1 1.2 99% 1. non operational sub systems of the bus . cleanliness / presentability of buses. etc Deleted Deleted Any other parameter specified from time to time by the DA Minimum requirement 99% 1. non stopping / over stopping at bus stops. carrying un-social elements. bus terminals where ever applicable 4.r. over loading.Table : Service Quality Standards mainly w.2. of accidents per TEN million(one crore) kms operations operations User Satisfaction No. Should payment as above not be made / delayed for any reason the TC/DA shall invoke the performance guarantee and recover the dues. No.2. These fines / penalties shall be over and above any other charges the enforcement agencies / police etc levies and are hence no substitutes for those actions. GoUP for monitoring and control of services. Bus provider shall ensure that the entire data collected processed by the bus operator is transmitted to the TC/DA.1 Service Quality Parameter Reliability of services as indicated by: Trip efficiency Ratio of trips operated to Trips agreed for each category / type of service preferably route wise and for the whole area Kilometer Efficiency Ratio of kms operated to kilometers Operation agreed for each category / type of service route wise and for the whole area Punctuality of Ratio of no.2. GoUP on line and regularly. over charging. GoUP and arrange their on line communications with control rooms established by the TC/DA. of Break downs per million kms operation Safety of bus No.32 To pay for the fines and penalties for deficiency in service quality besides Liquidity Damages for various delays / defaults in provisioning of buses / facilities Fines and penalties for deficiency in service quality levels and in other service related parameters besides Liquidity Damages for delay / default in provisioning of buses and other facilities shall be levied as per details placed at Annexure B.2. These fines and penalties shall be payable by the service provider as per schedule given in the agreement. of user complaints per lakh kilometers regarding crew behavior.2. the control room shall -18- .33 To pay user charges as decided by. of trips operated route wise and for the whole area Reliability of buses No.2.3 99% 2 3 4 <8 <5 <6 5 6 7 Note: The minimum service quality requirement shall be worked out and monitored on monthly basis for every route and or the area basis 4. the following parameters: Sl. TC/DA. Initially. TC/DA shall be free to recover besides these fines / penalties the penal interest for delayed payments from the service provider.

2.10 Deleted 4.2.2.2.3 4. Uttar Pradesh I) ii) iii) To pay to TC/DA.2.36 To provide bus fleet mix as per the requirements of the agreement of the PaRTS Project maintaining a minimum of 60% of the bus fleet as ordinary (NDx) buses.3.3.2.3.2.2.3.2.3.2. 4.2.3. 4.4 Regarding payments to TC/DA.2.3.2. 4.2.2.11 Deleted 4.9 Deleted Deleted Deleted Deleted Deleted Deleted Deleted Deleted Deleted Deleted 4.3.4 4.3 4. He shall hold.2.12 Deleted 4. the system management contribution in lump sum by the due date every year To pay additional tax penalties/fines etc as per the RFQ cum RFP To pay all dues by the scheduled date and in the prescribed manner.2 4.5 4.5.1 The bus provider shall have his own parking place for the buses as near to the starting points of bus operations to eliminate/ minimize dead kilometers operations for reaching the starting point of operation.2.3. 4.3.1 4.35 To establish adequate parking areas/ yards for idle parking of buses within 4 months of signing of the Agreement . TC/DA may provide the same for use of the bus providers as per terms and -19- . maintain and operate the bus parking yard at his risk and cost.3.5 Obligations of the bus provider regarding operations yard/ bus terminals / bus shelters /parking places as and when provided 4.2.be established at the zonal headquarters within 4 months of signing of the Agreement.2.2 Subsequently as and when TC/DA develops a yard.3.5.8 4. workshop and any other area.6 4.7 4.2. 4.2.

Uttar Pradesh. The right to pledge. All costs.3 4.2 4.2.2. if so decided by TC/DA. The TC/DA. Uttar Pradesh.2.6. GoUP. be affected.4 4.2. provided that the purpose of said encumbrance is to guarantee or ensure the payment of credits which the bus provider may obtain for investments designed to further the performance of this contract. etc for the same have to be born by the bus provider. routes. 4. The right to receive and dispose of freely the revenues.6. as per the rates. provided they are within the scope of the rights and obligations which may arise from this contract and which are consistent with its purpose.1 The right to provisioning of the passenger transport services within the TC/DA. 4. risks. if needed.7 -20- . terms and conditions laid out by the TC/DA Uttar Pradesh. Note: The above efforts shall not be construed by the bus provider as assurance of any kind.6. the following rights: 4. Uttar Pradesh or by its any other agency.6. Uttar Pradesh or by its any other agency. Uttar Pradesh. on a non-exclusive basis. the workshops / the technical support system/parking area of the operations yard. GoUP for the provision of the ordinary bus services and by the bus provider himself for other high end bus service. schedules etc and earn revenue from user charges at rates as fixed / approved by DA / TC/DA. which the bus provider clearly understands and expressly agrees to abide by. PaRTS project’s allocated areas / zones. terms and conditions laid out by the TC/DA.6. the terminals etc if provided by TC/DA.6 Rights of the Bus Provider The bus provider expressly declares and accepts that the service provided is a service of public nature for all legal purposes and with the consequences derived from its nature. The right to use. The right to use the transport infrastructure of the TC/DA. or in any other form. 4. The right to use. if needed. does not however give any assurance for the above although facilitation efforts in provisioning of above services will be made.6. In no case.2. incentives. confers on the bus provider.6. PaRTS Project.6 4.conditions decided by the TC/DA. individually and or together with any/all other service provider contract holders and bus operators/operators of the feeder system as and when operationalised. etc it may obtain as a result of the bus transport BOOM system of operation under the terms and conditions laid in this contract.2.2.5 The right to execute all contracts and operations which it may deem useful to its interests. individually and or together with any/all other service provider contract holders and bus operators/operators of the feeder system as and when operationalised. as per the rates. the parking area of the operations yard of another concession holder. The contract to BOOM the buses for the transport activity/operation of the TC/DA. may the rights of TC/DA. encumber up to 50% of the future revenues which accrue or may accrue by means of this contract. PaRTS Project (if any ever provided) and use same within the limits imposed by the operating conditions established by TC/DA.2.

3. For ordinary buses.1.6. 4. if any. PaRTS Project operation. alter ordinary bus user tariff / charges.1. The right to levy penalties. PaRTS Project. RIGHTS OF TC/DA. Uttar Pradesh as also from all other service providers and contractors. The right to fix.6 4.7 4.6. The right to obtain cooperation both from TC/DA. right to approach and get fixed user tariff by the DA as per existing system and get them reviewed/revised by a prescribed dated every year by the TC/DA as per details in RFQ cum RFP. PaRTS Project. Uttar Pradesh.2. 4. without limitation. The right to enjoy the rights conferred by this contract. The right to recover liquidated damages from the bus provider at the rate of Rs. UTTAR PRADESH.9 4.2 4.3 Rights and obligations of TC/DA.8 The right to receive any other economic compensation which may be stipulated in this contract.12 4.11 4.1.2. and therefore. The right to exercise control of the TC/DA.4 4.1 4. The bus provider under this contract confers to TC/DA. trip scheduling etc in its zone of operation for high end and ordinary bus services and ensuring minimum services / headways / connectivity etc as required in the agreement Right to fix user charges / tariffs for all high end services (other than the ordinary bus services) and charge the same.3. revise.1.3.1 4.2. the rights that correspond to it in accordance to law and to its nature as owner and manager of the TC/DA.3.3. etc for service deficiencies / defaults etc and recover the same from the bus provider.3. the following: The right to keep the ownership on the System.3 4. The right to effect the structural planning of the TC/DA.9 -21- . Right to carryout route structuring. The right to increase the number of buses initially inducted by up to 50% within 2 years of induction of the last bus of the said lot of the contract from a bus provider at the same terms and conditions or more favourable ones.8 4.6.10 4.6.4.2. that this ownership be recognized and honoured by the bus provider. Uttar Pradesh.1.5 4. The right to prescribe minimum operational frequency of ordinary bus services to be planned by the bus provider and to be performed by the bus provider.3.1.3.1.1000/ per bus per day of delay compared to the scheduled delivery in providing the acceptable quality buses along with the requisite staff complete with all certificates etc.3. fines..6. The right to fix minimum/maximum number of buses in the zones and distribute the total requirement of buses amongst a number of bus providers and or allocate buses to any bus providers to any areas/zones to optimally meet the requirements of the PaRTS Project operation form time to time.1.3.1. these include. for the development of the BOOM system within the framework of this PaRTS Project contract.2. planning.

17 The right of restitution of the technical support areas in the operation yards.1.16 The right to appoint any other service provider etc and place on board any equipments.10 The right to obtain performance guarantee of value determined by TC/DA. parking yards. PaRTS services of otherwise.4.1.3. their head ways. quality of service on regular basis and as per requirement.1.15 The right to determine.1. 4.1. etc as per requirement of the service provider.3.12 Deleted 4.1.1.18 The right to supervise and carryout such management services as deemed necessary for the proper provision of mass passenger road transport services in the above areas/ zones of the PaRTS Project and levy and collect system management contribution from the bus provider for such services.1.3. Uttar Pradesh and payable at Lucknow.3. together with all their appurtenances and improvements. revenue collection.13 The right to receive income from collateral exploitations of the System. Uttar Pradesh.14 The right to supervise the performance and execution of this contract.20 The right to stop the authorization for the placement of advertising material.3. 4.3. Uttar Pradesh for performance of the contract either through a bank draft drawn in favour of TC/DA.3. except as expressly provided for in this contract.3. operations. Right to set up control -22- . Uttar Pradesh or through a bank guarantee valid for the duration of the contract.23 Right to prescribe fleet mix wrt type.1. 4.3. all of which will be attached to the assets delivered under administration. issues or may issue are not complied with. if any ever provided to the bus holders for their use during the currency of the contract and as per terms and conditions decided by the TC/DA. or due to limitations in the contents of said material. 4.11 Deleted 4.1. where specifications. and to have access to the documents and information where the bus provider’s activities are recorded. the future developments of the PaRTS Project ‘s infrastructure. category.1. norms and guidelines contained in the manuals and regulations which TC/DA.3.3. gadgets.3.3. routes. according to the convenience of the mass passenger public transport service based on buses.22 Deleted 4. capacity of buses etc. 4. 4. workshops. deployments etc to provide mass passenger road transport services to the various segments of commuters in different areas. PaRTS Project.3. 4. timings etc as per the details in the RFQ cum RFP document. if studies on the demand show that advertising adversely affects the use of the TC/DA. 4.1.1. as per the terms and conditions foreseen in this contract.1.24 Right to obtain on line information about rider-ship. 4.19 The right to authorize/reject/modify the placement of advertising material inside the buses or to reject such authorization.3.1.21 Deleted 4. bus depots. 4.

All issues arising out of the PaRTS Project. unified time tables. 4. To form a Steering Committee under this Agreement. which can not be resolved by discussions -23- . PaRTS Project.room(s) and connect them to the bus providers’ control rooms for monitoring and control of services of the bus providers.5 To make diligent use of the resources available/collected at TC/DA. if this affects the rights of the bus providers.2.3.2.2 Obligations of TC/DA.3. This obligation is understood only for dispossession purposes.3. 4. The contract awarded to the bus provider establishes the following obligations on TC/DA.25 Right to appoint a steering committee and independent advisor for the PaRTS project and for any other related work.2.3. 4. 4. either itself or by proxy.1.2. 4. 4. Uttar Pradesh.3.11 To institute a mechanism of redressal of bus operators / other service providers’ grievances within a maximum period of seven days of the submission of the application for the same.3.8 To expeditiously prescribe the minimum level of the route plans. the planning and control activities of the TC/DA. to the bus providers. time tables.2.10 To guarantee and allow the bus provider to operate the contracted buses in the allocated areas as per laid out schedules. etc of ordinary bus services for hassle free provisioning of transport services in the allocated zones/ areas. Uttar Pradesh. 4.3. mainly in accordance with the conditions mentioned in this contract if any.3 To deliver in administration.7 To revise bus user tariff / charges. head ways. 4.3.3.9 To be informed about the user charges / user tariffs for high end services as per the agreement and keep the same on record 4. 4. 4. judiciously aiming at continued sustainability and growth of the mass passenger public transport system in Uttar Pradesh.1 To effect.2. 4.4 To refrain from disposing of the assets delivered under administration.2.2.3. the operations yard/parking yard/workshop area etc as and when possible/feasible in future and as per terms and conditions finalised by TC/DA. which enable the bus provider to perform the transport activity object of this contract.26 Right to amend the agreement terms and conditions in any or all clauses in public interest not amounting to post bid benefits to the bus provider.3.2. This is only a facilitation by TC/DA and should not be construed as any assurance.1.3. Uttar Pradesh: 4.2 To allocate zones of operation to the bus providers in an transparent and equitable manner as per the terms and conditions of the RFQ cum RFP.3.6 To adopt necessary measures in order to guarantee the peaceful possession of rights or assets affected or delivered for the exploitation of the contract.2.3.2. inter-alia on the basis Wholesale Price Index for upto a maximum of 90% of the variation in WPI. payable to the bus providers by the commuters of ordinary bus services. 4. Uttar Pradesh.

3.15 To verify the service quality performance compliance and work out penalties as set forth in the RFQ cum RFP document on monthly/quarterly basis. -24- .3. inspection and certification of buses stations using state of the art equipments/gadgets etc as soon as possible.16 To undertake all other tasks required for smooth functioning of the PaRTS project in the state of UP.2.3.3.etc at the level of the concerned officials shall be referred to the Steering Committee. bus terminals / bus stops user charges fixing / reviewing mechanism.2.12 To institutionalize the tariff /operations regulatory mechanism.3. 4. 4.13 To provide Bus Provider the duty plan with respective route structure etc for minimum ordinary bus service levels of operation so that Bus Provider can implement and monitor the movement of buses for deviations. 4. which decision shall be binding upon Parties 4. The monthly/quarterly bills for these shall be raised by TC/DA on Bus Provider and the same shall be payable by Bus Provider promptly.14 To ensure collection of the system management contribution from the bus provider at the rates fixed and as per the payment schedule etc failing which collect the dues along-with the penal interest calculated on the overdue payment at the PLR of the State Bank of India or as per RFQ cum RFP which ever is higher.2. 4.2.2.

TC/DA shall notify to the Bus Provider of any failure / breach / default by Bus Provider in meeting the SQP.1 Service Quality Performance (SQP) The minimum service levels to be maintained by Bus Provider for the PaRTS Project operations in relation thereto shall be as set forth in Schedule 4 hereto titled “Service quality performance. monitor the Bus Provider’s compliance with the SQP. Such termination of the Agreement shall be without prejudice to any other rights available to TC/DA. The penalty amounts shall be recovered by TC/DA from the Bus Provider after following the due process. periodically.2 Compliance with SQP & Remedy for Breach of SQP Compliance a) TC/DA shall. fails to remedy the defect(s) within a time frame specified by TC/DA.TC/DA shall inflict fines and penalties for default/deficiencies and recover the same from the bus provider after following the due process detailed in the RFQ cum RFP. 5. In the event of default / breach by Bus Provider to comply with the SQP. having been notified by TC/DA in this behalf. TC/DA shall have the right to impose fines/ penalties on the Bus Provider as set forth in the RFQ cum RFP. Any disputes arising out of above shall be escalated to TC/DA / higher agency and the decision of such nominee shall be final and binding on the Parties. at Bus Provider’s risk and cost and without prejudice to any other rights which TC/DA may have against the Bus Provider under this Agreement. may terminate this Agreement in accordance with the provisions hereof. In the event of the Bus Provider. COMPLIANCE & DEFAULT 5.ARTICLE 5 SERVICE QUALITY PERFORMANCE (SQP). fines and penalties. in its sole discretion. TC/DA may proceed to take such remedial action as may be necessary. b) c) d) e) -25- . If TC/DA finds that Bus Provider has breached any of the requirements more than three (3) times in a year then TC/DA.

may be assigned the position of the Chairman of the Steering Committee for facilitating coordination at various levels in other Departments / Ministries of the Government besides the UPSRTC (c) 6. (b) Out of the 5 (Five) representatives of TC/DA nominated by the GoUP. the constitution of the Steering Committee by removing /replacing any of the members of the Steering Committee which are appointed by TC/DA.1 Constitution of the PaRTS Project Steering Committee (a) Pursuant to the execution of the Agreement. TC/DA shall nominate members to formulate a steering committee to oversee and monitor the work performed by Bus Provider under the Agreement (“Steering Committee”). and such other experts as deemed necessary to be appointed by TC/DA in its sole discretion.2 Draft Notification for the steering committee (a) To oversee and monitor the work performed by the Bus Provider. the Principal Secretary (Transport). ______if the representative of the DA ___________ is the representative of the UPSRTC. TC/DA TC/DA.ARTICLE 6 STEERING COMMITTEE 6. GoUP has constituted a steering committee for the PaRTS Project (“Steering Committee”). The Steering Committee shall comprise of the following persons: (i) (ii) (iii) (iv) (v) 5 (five) representatives of TC/DA nominated by the GoUP. GoUP. Out of these _______is the Chairman of the Steering Committee and _________ is its Member Secretary.3 Functions Role and Frequency of Steering Committee Meetings (a) The Steering Committee shall carry out such functions and exercise such powers as are determined by TC/DA from time to time including without -26- . at any point of time during the Bus Provider contract Period. As the PaRTS Project is an entirely new initiative taken by the GoUP in the Mass Passenger Road Transport System involving totally new concepts of planning / implementation situations. This section shall be revised / finalized before signing this Agreement. the constitution where of is as follows: (i) ____________ are the 5 (five) representatives of TC/DA nominated by the TC/DA. 1 (one) representative of each of the Bus Providers. 6. 1 (one) shall be appointed as Chairman of the Steering Committee and 1 (one) shall be its Member Secretary. TC/DA reserves right to change. 1 (one) representative of the DA 1 (one) representative of UPSRTC. (ii) (iii) (iv) (v) (b) _______ is the representative of the Bus Provider. and ______________ have been appointed as experts. in its sole discretion.

-27- . (b) The Steering Committee is expected to hold meetings at least once every fortnight to review the progress made/operational performance etc in relation to the PaRTS Project during the implementation period (preparative period) and once every month during the operation period. The Independent Advisor may be invited to such meetings as a special invitee.limitation examining the reports submitted by Independent Advisor /TC/DA Staff.

the Bus Provider shall within 30 (thirty) days of the encashment notice furnish to TC/DA a fresh Performance Guarantee in such sum as required by TC/DA failing which TC/DA shall be entitled to terminate this Agreement. 100. a performance guarantee from _____________ 17. the Bus Provider shall have the following obligations: 7.ARTICLE 7 BUS PROVIDER’S OBLIGATIONS In addition to and not in derogation or substitution of any of its other obligations mentioned in the RFQ cum RFP.000/. The provisions set forth in Clause Article 7. 7. in a timely manner. If applicable. simultaneously with the execution of this Agreement. 7.4 Project Implementation (i) The Bus Provider shall adhere to the Project Implementation Requirements/Bus provisioning and other related activities’ schedule including without limitation adherence to the timelines stipulated for the same and complete the procurement and commissioning of requisite number of buses as per the stipulated specifications for the PaRTS Project and make it operational upon the terms and in the manner stipulated in this Agreement.3 Financing Arrangement The Bus Provider shall at its cost. 7. delivered to TC/DA.20 A copy of the said Performance Guarantee is Schedule 3 hereto and other terms in accordance with the RFQ-cum-RFP Document (b) The Performance Guarantee is irrevocable and the Performance Guarantee is valid for the entire Bus Provider Period and an additional period of 180 (one hundred and eighty) days thereafter. for a sum of Rs.1 above shall apply mutatis mutandis to such fresh Performance Guarantee.(Rupees ten crores only) in the form of a 14F 18 15F To include name of the Bank 16F _____________ 19 in favor of TC/DA” payable at Uttar Pradesh ("Performance Guarantee”). for due and punctual performance of its obligations hereunder relating to the PaRTS Project.2 To state here whether this is in the form of a demand draft / banker’s cheque / bank guarantee In the event the Performance Guarantee is in the form of a bank guarantee from a foreign bank the same should be counter guaranteed by a scheduled bank approved by RBI. Fresh Performance Guarantee In the event of the encashment of the Performance Guarantee by TC/DA during the Bus Provider contact/agreement Period pursuant to an encashment notice. expenses and risk make such financing arrangements as would be necessary to implement the contract for the PaRTS Project and to meet all of its obligations under this Agreement.000. this fact has to be stated here 19 To be included if the Performance Guarantee is in the form of a Bank Guarantee 18 17 -28- .1 (a) Performance Guarantee The Bus Provider has.

during the entire period of the PaRTS Project (b) -29- . if in TC/DA’s reasonable opinion the same is being carried on in a manner that is not in conformity with the provisions of this Agreement. to deal with TC/DA and to be responsible for all necessary exchange of information required pursuant to this Agreement. require the Bus Provider to suspend forthwith the whole or any part of any action/activity/works in relation to the bus provider contract for the PaRTS Project. Bus Provider shall submit periodic reports including standard reports and exceptional reports in relation to the progress of implementation of the bus provider contract for the PaRTS Project in terms of this Agreement. indicated by the results of the above actions. The Bus Provider shall. if any. The format for reporting requirements shall be set out by TC/DA and handed over to successful bus provider after issue of the letter of acceptance of the bid and it is the Bus Provider’s responsibility to furnish such periodic reports to TC/DA. For the purposes of determining that any and all activities in relation to the bus provider contract for the PaRTS Project are being undertaken in accordance with the Project Implementation Requirements/schedules. The Bus Provider shall. The Bus Provider shall maintain proper record of such checks/inspections/Tests and the remedial measures taken to cure the defects or deficiencies. Bus Provider shall promptly notify the names of these officers / representatives to TC/DA. All actions/activities in relation to the bus provider contract for the PaRTS Project including without limitation all inspection/checks/Tests shall be carried out in accordance with Project Implementation Requirements/schedules and all other provisions of this Agreement.(ii) The Bus Provider shall undertake any and all actions in relation to the bus provider contract for the PaRTS Project by itself and shall remain solely responsible to meet the bus procurement and operation and maintenance schedules hereunder. TC/DA. (iii) (iv) (v) (vi) (vii) 7. the Bus Provider shall with due diligence carry out all necessary and periodical reviews/checks/inspection and quality assurance of buses and other items/facilities from time to time as required under the Project Implementation Requirements/ as per a defined Quality Check and Acceptance Test Plan (“Tests”) for the buses. The bus provider shall maintain the buses in highest state of operational roadworthiness and fitness through out the period of the contract. may.5 Project Implementation: Operation and Maintenance (a) The Bus Provider shall operate and maintain the buses provided for the PaRTS Project in accordance with the Project Requirements and other operation schedules on trips/routes/in areas as from time to time in terms of the RFQ cum RFP. before commencement of various actions related to the bus provider contract under the PaRTS Project have requisite organization and designate and appoint suitable officers / representatives as it may deem appropriate to supervise all his activities as a bus provider for the PaRTS Project. by written notice.

during the pendency of Notice to Remedy by TC/DA requiring the Bus Provider to remedy a breach. In addition to any other provisions of this Agreement. persistent breach shall mean: (a) any breach of Project Implementation Requirements by the Bus Provider which has not been remedied by the Bus Provider despite a Notice to Remedy in respect thereof issued by TC/DA. For avoidance of doubt. and such failure has not been remedied despite a notice to that effect issued by TC/DA or (“Notice to Remedy”). organize their acceptance/necessary tests to ascertain their compliance with the stipulated with Project Requirements. TC/DA may. and. (c) repeated occurrence of a breach notwithstanding that earlier breaches have been remedied pursuant to Notice to Remedy or otherwise. without prejudice to any of its other rights/remedies under this Agreement. (d) -30- . (iv) there has been a serious or persistent let up in adhering to the Project Requirements and thereby there has been persistent breach of Project Implementation Requirements. who may require the Bus Provider to suspend the activities in whole or part if in the reasonable opinion of TC/DA. suspend forthwith the whole or any part of the activity(s) under the PaRT System Project upon receiving a written notice from TC/DA. conduct all inspections. maintain follow ups of the progress of fabrication of buses. to deal with TC/DA and to be responsible for all necessary exchange of information required pursuant to this Agreement. The Bus Provider shall reimburse 150% of the costs incurred by TC/DA on account of such actions within 7 (seven) days of receipt of TC/DA’s claim therefor. (c) In the event the Bus Provider has failed to procure/own/operate/maintain the buses and or carry out all other activities for the PaRTS Project in accordance with the Project Requirements. has determined that due to breach of its obligations by the Bus Provider: (i) there has been failure / undue delay in carrying out scheduled / planned implementation / operation / maintenance of the buses and other related infrastructure / facilities under his control or the scheduled / planned maintenance has not been carried out in accordance with the bus maintenance requirements prescribed by the bus manufacturer and or there have been defaults / deficiencies in the quality of services provided (ii) the maintenance of the buses / facilities provided for the PaRTS Project or any part thereof and or provisioning of services has deteriorated to a level which is below the acceptance level prescribed by the Project Requirements. be entitled to take such actions including suspension of the bus(es) and or the contract and or replacement of the bus provider by a replacement bus provider for the PaRTS Project at the risk and cost of the Bus Provider. the Bus Provider shall be deemed to be in material breach of Project Implementation Requirements if TC/DA in accordance with the provisions of this Agreement. the operations are being carried on in a manner that is not in conformity with the Project Requirements. (b) recurrence of a breach by the Bus Provider.(i) (ii) (iii) have requisite organization and designate and appoint suitable officers /representatives as it may deem appropriate to supervise the bus provider ‘s activities in the PaRT System Project. (iii) the buses or any part thereof is not safe for operations.

and shall not use the same for any purpose unconnected or which is not incidental to the PaRT System Project or related activities. sub-contractors to any party / personnel in relation to the bus provider contract of the PaRTS Project shall be the sole responsibility of Bus Provider and TC/DA shall neither incur any liability in this respect nor entertain any claims in this respect.6. any and all payments to be made to any contractors. be entitled to terminate this Agreement. without prejudice to and notwithstanding any other consequences provided there for under this Agreement. Notwithstanding the generality of the foregoing. Compliance with the instructions of the TC/DA 7.6 7. (b) (c) (d) (e) 7. 7. Make efforts to maintain harmony and good industrial relations among the personnel employed in connection with the performance of its obligations under this Agreement and shall be solely responsible for compliance with all labour laws and solely liable for all possible claims and employment related liabilities of its staff employed in relation with the PaRTS Project and Bus Provider hereby indemnifies TC/DA against any claims.6.2 The Bus Provider shall ensure optimum utilization of the Premises. in respect of the staff engaged by Bus Provider for operation & maintenance of the buses and other items/assets for the PaRTS Project. No Breach of Obligations The Bus Provider shall not be considered to be in breach of its obligations under this agreement nor shall it incur or suffer any liability if and to the extent performance of any of its obligations under this Agreement is affected by or on account of any of the following: (i) (ii) Force Majeure Event. damages. etc.1 General Obligations The Bus Provider shall at its own cost and expense: (a) Buy. TC/DA shall.3. operate and maintain the buses provided to the PaRTS Project at his cost and in accordance with the provisions hereof.7 -31- . Be responsible for all the health. own. subject to Article 8.(e) Upon occurrence of a material breach of Project Implementation Requirements. Comply with Applicable Laws in relation to the above task in the mass passenger public transport system of the PaRTS Project at all times during the Bus Provider Period. environment and safety aspects of the bus provider staff / services for the PaRTS Project at all times during the Bus Provider Period. Be responsible for payment of all statutory levies including ESIC /PF Contribution. if any provided to TC/DA at any time during the contract period. expenses or losses in this regard and agrees that in no case and for no purpose shall TC/DA be treated as an employer in this regard. security. sub-contractors or any other personnel engaged by Bus Provider and any and all payments to be further made by such contractors.

Is required to be disclosed by court order or operation of law. except to the extent necessary to carry out Bus Provider’s obligations hereunder. copy or remove any Confidential Information from TC/DA’s premises.8 Confidentiality Obligations of Bus Provider (a) (i) Confidential Information Bus Provider shall treat as confidential any information which is clearly described as confidential otherwise clearly marked as confidential or proprietary to TC/DA (”Confidential Information”). Bus Provider shall so notify TC/DA before such disclosure. Upon completion or termination of each assignment hereunder. in each case lawfully obtained from a source other than TC/DA and not subject to any obligation of confidentiality or restriction on use. Confidential Information shall include any proprietary or confidential information of TC/DA relating to the PaRTS Project or services provided under the Bus Provider Agreement in relation thereto and information relating to TC/DA’s business or operations. in such event. (ii) (b) (ii) (iii) (iv) (c) -32- . Bus Provider shall return to TC/DA all documents or other materials containing TC/DA’s Confidential Information and shall destroy all copies thereof. Bus Provider shall not without TC/DA’s prior written consent use. Confidentiality Exceptions Confidential Information shall not include information which: (i) Is or becomes generally available to the public without any act or omission of Bus Provider Was in Bus Provider’s possession prior to the time it was received from TC/DA or came into Bus Provider’s possession thereafter. Notwithstanding the generality of the foregoing.7. or Is independently developed by or for Bus Provider by persons not having exposure to TC/DA’s Confidential Information Period of Confidentiality Bus Provider’s obligations of confidentiality regarding TC/DA’s Confidential Information shall terminate 3 (three) years after the expiry or earlier termination of the Bus Provider Agreement.

1 Specific Obligations (a) TC/DA will grant in a timely manner all such approvals. 8.ARTICLE 8 TC/DA’s OBLIGATIONS In addition to and not in derogation or substitution of any of its other obligations under this Agreement. -33- . TC/DA shall have the following obligations: 8.2 General Obligations TC/DA shall where appropriate provide necessary assistance to the Bus Provider in securing Applicable Permits and observe and comply with all its obligations set forth in this Agreement. . permissions and authorizations which the Bus Provider may require or is obliged to seek from TC/DA under this Agreement. in connection with implementation of the PaRTS Project and the performance of its obligations.

Bus provider shall also pay all fines.1 System Management Contribution Payable by the Bus Provider System Management Contribution payable to the bus provider by TC/DA shall be as 21 :per the scheme given in the RFQ cum RFP and rates as finalized for the successful bidder. of the due date and failure to do so will attract an interest of 18% per annum (1. When-ever feasible the payments would be effected through the ECS and or any other mechanism followed by the banks for which the bus provider / TC/DA. penalties. GoUP. Bus Provider will deduct appropriate TDS as required under the Income Tax Act 1961 from all the payments to be made to TC/DA unless exemption certificate is provided by TC/DA. payment of any other dues such as Liquidity Damages. fines / penalties for delays / defaults / deficiencies in fulfillment of bus providers’ obligations besides interest on non / short / delayed payments.ARTICLE 9 SYSTEM MANAGEMENT CONTRIBUTION PAYABLE BY THE BUS PROVIDER 9.21 21 To be included after Bus Provider is identified and the rates in this behalf are finalized between the parties 9. Uttar Pradesh. b) c) d) e) -34- . TDS certificates shall be issued for such deductions. Any and all applicable taxes including without limitation any and all Service Tax in the performance of the services under the Agreement shall be borne by Bus Provider.2 Payment Terms a) Payment of system management contribution by the Bus Provider (as per the Agreement) to TC/DA shall be made in lumpsum once in a year. Similarly. The aforesaid lumpsum payments by Bus Provider to TC/DA shall be made within 7(seven days). liquidated damages etc if any as per the scheduled dates prescribed by the TC & PO for making of the payments by the bus provider. and payable at par at Lucknow. GoUP shall have to complete necessary formalities as required by the bankers.5% per month) on the entire amount of the outstanding amount . Any and all payment(s) of system management contribution/ liquidated damages/penalties etc by the Bus Provider shall be by way of a Pay Order / cheque of a Scheduled Bank drawn in favour of the TC/DA.

-35- .ARTICLE 10 CHANGE OF SCOPE & CAPACITY AUGMENTATION / REDUCTION 10.1 Change of Scope & Capacity Augmentation/Reduction During the implementation period. Any such change in scope shall be set forth in writing and appended to this Agreement in the RFQ cum RFP Document. the number of buses agreed to be inducted from a bus provider for the PaRTS Project can be increased by 50% as per the terms set forth in the Agreement.

flood. rebellion. act of foreign enemy. inter alia. and which results in a material adverse effect shall constitute a Force Majeure Event: (a) (b) (c) (d) (e) earthquake. early determination of this Agreement by TC/DA for reasons of national emergency or national security. inundation and landslide. performance of any of its obligations under this Agreement is affected by the Force Majeure Event. in each case. Applicable Laws. radioactive toxic explosion. contamination by radioactivity from nuclear fuel. civil war. Applicable Permits. and (v) any other relevant information concerning the Force Majeure Event. hostilities (whether declared or not). the Affected Party shall notify the other Party of the same setting out. and /or the rights and obligations of the Parties under this Agreement. weapon conflict or military actions.ARTICLE 11 FORCE MAJEURE AND CHANGE IN LAW 11. (ii) the estimated Force Majeure Period. riots.1 Force Majeure Event Any of the following events which is beyond the control of the Party claiming to be affected thereby (“Affected Party”) and which the Affected Party has been unable to overcome or prevent despite exercise of due care and diligence. any nuclear waste.2 Notice of Force Majeure Event (a) As soon as practicable and in any case within 7 (seven) days of the date of occurrence of a Force Majeure Event or the date of knowledge thereof. (ii) any judgment or order of a court of competent jurisdiction or statutory authority in India made against the Bus Provider in any proceedings which is non-collusive and duly prosecuted by the Bus Provider. unauthorized or without jurisdiction refusal to issue or to renew or the revocation of any Applicable Permits. and (iii) any unlawful. (iv) the measures which the Affected Party has taken or proposes to take to alleviate / mitigate the impact of the Force Majeure Event and to resume performance of such of its obligations affected thereby. labour disruptions or any other industrial disturbances not arising on account of the acts or omissions of the Bus Provider action of a Government Agency having a material adverse effect including but not limited to acts of compulsory acquisition or takeover by any Government Agency of the Premises or any part thereof or of the Bus Provider’s rights in relation to the PaRTS Project. invasion. cyclone fire caused by reasons not attributable to the Bus Provider acts of terrorism strikes. any judgment or order of a Governmental Agency or of any contract by which the Bus Provider is bound. volcanic eruptions. for reasons other than Bus Provider’s breach or failure in complying with the PaRTS Project requirements. (iii) the nature of and the extent to which. ionising radiation. -36- . the following in reasonable detail: (i) the nature and extent of the Force Majeure Event. War. (i) (f) (g) 11.

to determine the likely duration of Force Majeure Period and. when the Affected Party is able to resume performance of its obligations under this Agreement. it shall give to the other Party written notice to that effect and shall promptly resume performance of its obligations hereunder. (d) (e) 11. 11. mitigate and limit damage. (c) The Affected Party shall during the Force Majeure Period provide to the other Party and the Independent Advisor regular (not less than weekly) reports concerning the matters set out in the preceding clause (b) as also any information. the Affected Party has taken all reasonable efforts to avoid. excluding events described under Clauses 11.1(h).4 Termination due to Force Majeure Event (a) (i) Termination If a Force Majeure Event. the Affected Party shall after the expiry of the said period of 120 (One Hundred and Twenty) days. it shall be excused from performance of such obligations to the extent it is unable to perform the same on account of such Force Majeure Event provided that: (a) (b) (c) due notice of the Force Majeure Event has been given as required by the preceding Clause 11.1(g) and 11. caused or likely to be caused to the PaRT System and /or the Premises as a result of the Force Majeure Event and to restore the PaRT System and Premises. hold discussions in good faith in order to: (i) (ii) (iii) assess the impact of the underlying Force Majeure Event. to formulate damage mitigation measures and steps to be undertaken by the Parties for resumption of obligations the performance of which shall have been affected by the underlying Force Majeure Event. and the same subsists for a period exceeding 365 -37- . if any.1(f). Notwithstanding anything inconsistent contained in this Agreement. continues or is in the reasonable judgment of the Parties likely to continue beyond a period of 120 (One hundred and Twenty) days. details or document. the non issue of such notice being no excuse for any delay for resuming such performance.2.(b) As soon as practicable and in any case within 5 (five) days of notification by the Affected Party in accordance with the preceding clause (a). the Parties shall meet. which the other Party may reasonably require. 11.1(h). prevent. or 11.1(f). If the Parties are unable to reach an agreement in this regard. the excuse from performance shall be of no greater scope and of no longer duration than is necessitated by the Force Majeure Event. if a Force Majeure Event is an event described under Clauses 11. be entitled to terminate this Agreement. in accordance with the Good Industry Practice and its relative obligations under this Agreement.3 Performance of Obligations If the Affected Party is rendered wholly or partially unable to perform any of its obligations under this Agreement because of a Force Majeure Event. the Affected Party shall continue to perform such of its obligations which are not affected by the Force Majeure Event and which are capable of being performed in accordance with this Agreement. the Parties may mutually decide to terminate this Agreement or continue this Agreement on mutually agreed revised terms.

No claim of whatsoever nature shall be made by one party on to the other on account of any such change in law or other circumstances. 11. Provided that TC/DA may at its sole discretion have the option to terminate this Agreement any time after the occurrence of any Force Majeure Event described under Section 11. decides to terminate this Agreement pursuant to the preceding clause (a). damage.1. 11. it shall issue Termination Notice setting out: (i) in sufficient detail. (c) Obligation of Parties Following issue of Termination Notice by either Party.(Three Hundred and Sixty Five) days. Save and except as expressly provided in this Article 8. the underlying Force Majeure Event. (ii) the Termination Date which shall be a date occurring not earlier than 60 (Sixty) days from the date of Termination 51 Notice.5 Liability for other losses.6 Change in Law The Agreement shall be in force and binding on both the parties hereto till the expiry of the Bus Provider Period and no change in law or other circumstances shall affect the respective rights and obligations of the Parties. (iv) any other relevant information. -38- . damages etc. the Parties shall promptly take all such steps as may be necessary or required to ensure that the Premises etc (as then existing) are handed over by Bus Provider to TC/DA peacefully and free from all Encumbrance on the Termination Date. cost. expense. (iii) if and to the extent applicable the estimated money payable by / to the Affected Party including the details of computation thereof and. neither Party hereto shall be liable in any manner whatsoever to the other Party in respect of any loss. having become entitled to do so. claims. then either Party shall be entitled to terminate this Agreement. demands and proceedings relating to or arising out of occurrence or existence of any Force Majeure Event. (b) Termination Notice If either Party.

3 Accrued Rights of Parties Notwithstanding anything to the contrary contained in this Agreement. and / or Bus Provider fails to adhere to the timelines set forth in the Agreement for performance of Bus Provider’s obligations there-under. In any of the above mentioned conditions. TC/DA may at any time terminate the Agreement by giving written notice to Bus Provider without any compensation to Bus Provider. rules.1 Termination for Default (a) Without prejudice to any other rights available to TC/DA for breach of contract or otherwise TC/DA may in its sole discretion terminate the Agreement in whole or in part by issuing a Notice of Termination to Bus Provider in writing if: Bus Provider fails to perform any of Bus Provider’s obligations set forth in the Agreement. take over the entire infrastructure developed by Bus Provider for the PaRTS Project or any part thereof and / or negotiate with Bus Provider to transfer the said infrastructure or part thereof to a replacement Bus Provider selected by TC/DA. The rights and -39- . at Bus Provider’s risk and cost and without prejudice to any other rights which TC/DA may have against the Bus Provider under the Agreement. TC/DA may proceed to take such remedial action as may be necessary. provided that such termination will not prejudice any other rights of TC/DA. if Bus Provider becomes bankrupt or otherwise insolvent or in case of dissolution of firm or winding up of the company. termination pursuant to any of the provisions of this Agreement shall be without prejudice to accrued rights of either Party including its right to claim and recover money damages and other rights and remedies which it may have in law or contract. TC/DA shall have the right to • Invoke the Performance Guarantee and / or take any other action including provisioning of buses to the PaRTS Project through another Agreement with any replacement Bus Provider selected by TC/DA in its sole discretion at the risk and cost of the bus provider • Take over the entire infrastructure developed by Bus Provider for the PaRTS Project or any part thereof and / or negotiate with Bus Provider to transfer the said infrastructure or part thereof to a replacement Bus Provider selected by TC/DA. and / or Bus Provider fails to comply with the applicable laws. (i) (ii) (iii) (b) (c) 12. in TC/DA’ sole discretion. TC/DA reserves the right to invoke the Performance Guarantee and / or take any other action including provisioning of buses to the PaRTS Project through another Agreement with any replacement Bus Provider selected by TC/DA in its sole discretion at the risk and cost of the bus provider. fails to remedy the defect(s) within a Time frame specified in the SQP section of the RFQ cum RFP. If Bus Provider. regulations. in TC/DA’ sole discretion. Notwithstanding the generality of the foregoing. Dissolution etc.2 Termination for Insolvency.ARTICLE 12 EVENTS OF DEFAULT AND TERMINATION 12. having been notified. 12.

obligations of either Party under this Agreement shall survive the termination but only to the extent such survival is necessary for giving effect to such rights and obligations. -40- .

13. if any.3 Recovery of Balance dues of TC/DA from the Bus Provider The dues payable to TC/DA by the Bus Provider on any account. from the Bus Provider. have the right to appropriate the Performance Guarantee and / or to set off any amounts due. TC/DA shall within 15 (fifteen) days of such inspection prepare and furnish to the Bus Provider a list of works / jobs / additions / alterations. deliverables etc. within the stipulated time period the TC/DA shall be at liberty to have these works executed by another agency or on its own at the risk and cost of the Bus Provider. in sound condition. if any. hand over free from Encumbrances the peaceful possession of the Premises. firmware. -41- . at the end of the Bus Provider Period shall be recovered by TC/DA from the Performance Guarantee. 13. as the case may be. if any and payable by TC/DA to the Bus Provider to the extent required / available and to recover deficit amount. the Bus Provider shall at the end of the Bus Provider Period or prior termination of this Agreement. Any cost incurred by TC/DA in this regard shall be reimbursed by the Bus Provider to TC/DA within 7 (seven) days of receipt of demand. software.2 Joint Inspection and Removal of Deficiency The handing over process shall be initiated at least 6 (six) months before the actual date of expiry of the Bus Provider Period by joint inspection by TC/DA and the Bus Provider. In case the Bus Provider fails to carry our the above works.1 Handing Over of Project Assets Upon the expiry of the Bus Provider Period by efflux of time and in the normal course. to be carried out to bring the PaRTS Project related assets to the prescribed level of service condition at least 2 (two) months prior to the date of the expiry of the Bus Provider Period. under this Agreement. TC/DA shall without prejudice to any other right /remedy available to it. For this purpose. if any. if any provided to the bus provider under administration ro otherwise besides any other assets installed or developed by Bus Provider by way of this Agreement for the PaRTS Project including without limitation any and all hardware.ARTICLE 13 HANDOVER & DEFECT LIABILITY PERIOD 13.

Upon such reference. Either Party may require the Dispute to be referred to the TC/DA for amicable settlement. (b) Place of Arbitration The place of arbitration shall be Lucknow. any orders and rulings shall be in English or Hindi and.1 AMICABLE RESOLUTION (a) Save where expressly stated otherwise in this Agreement. (c) Language The request for arbitration. Uttar Pradesh. the answer to the request. -42- . 1996. any written submissions. (d) Procedure The procedure to be followed within the arbitration and the rules of evidence which are to apply shall be in accordance with the Arbitration and Conciliation Act. If the Dispute is not amicably resolved within 15 (fifteen) days of such meeting.1(a) shall be finally settled by binding arbitration under an arbitrator appointed by TC/DA. out of or in relation to this Agreement including non-completion of the PaRTS Project between the Parties and so notified in writing by either Party to the other (the "Dispute") in the first instance shall be attempted to be resolved amicably by the Parties and failing such resolution of the same. any dispute. either Party may refer the Dispute to arbitration in accordance with the provisions of Article 14. if oral hearings take place. (b) 14. in accordance with the procedure set forth in sub-article (b) below. both the Parties and the TC/DA or his nominee (who can be an employee of TC/DA dealing the PaRTS Project or otherwise) shall meet at the earliest mutual convenience and in any event within 15 (fifteen) days of such reference to discuss and attempt to amicably resolve the Dispute.ARTICLE 14 DISPUTE RESOLUTION 14.2 Arbitration (a) Arbitrator Any Dispute which is not resolved amicably as provided in Article 14. GoUP. English or Hindi shall be the language to be used in the hearings. difference or controversy of whatever nature howsoever arising under. the terms of reference.2 below.

(f) Fees and Expenses The fees and expenses of the arbitrator and all other expenses of the arbitration shall be initially borne and paid by respective Parties equally subject to determination by the arbitrator. The arbitrators may provide in the arbitral award for the reimbursement to the prevailing party of its costs and expenses in bringing or defending the arbitration claim.(e) Enforcement of Award Any decision or award resulting from arbitration shall be final and binding upon the Parties. including legal fees and expenses incurred by the said Party. the Parties shall continue to perform all of their obligations under this Agreement without prejudice to a final adjustment in accordance with such award. The Parties hereto agree that the arbitral award may be enforced against the Parties to the arbitration proceedings or their assets wherever they may be found and that a judgment upon the arbitral award may be entered in any Court having jurisdiction thereof. any rights to appeal or to review of such award by any Court or Tribunal. to the extent permitted by law. -43- . (g) Performance during Arbitration Pending the submission of and/or decision on a Dispute. difference or claim or until the arbitral award is published. The Parties hereto hereby waive.

the outcome of which may constitute an event of default on the part of the Bus Provider or which individually or in the aggregate may result in material adverse effect. agreement. penalties. valid and binding obligation enforceable against it in accordance with the terms hereof. injunction or any decree of any court or any legally binding order of any Government Agency which may result in Material adverse effect. deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby. no representation or warranty by the Bus Provider contained herein or in any other document furnished by it to TC/DA or to any Government Agency in relation to Applicable Permits contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading. writ. suits. the execution. it has complied with all Applicable Laws and has not been subject to any fines. result in the breach of. there are no actions. decree or order to which it is a party or by which it or any of its properties or assets are bound or affected. quasi judicial or other authority.ARTICLE 15 REPRESENTATIONS AND WARRANTIES 15. constitute a default under or accelerate performance required by any of the terms of the Bus Provider's Memorandum and Articles of Association or any Applicable Laws or any covenant. proceedings or investigations pending or to the Bus Provider's knowledge threatened against it at law or in equity before any court or before any other judicial. it has taken all necessary corporate and other action under Applicable Laws and its constitutional documents to authorise the execution. validly existing and in good standing under the laws of India.1 Representations and Warranties of the Bus Provider The Bus Provider represents and warrants to TC/DA that: (a) it is duly organised. injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have Material adverse effect. understanding. (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) -44- . no bribe or illegal gratification has been paid or will be paid in cash or kind by or on behalf of the Bus Provider to any person to procure the contract. it has the financial standing and capacity to undertake the Bus Provider contract for the PaRTS Project. delivery and performance of this Agreement will not conflict with. it has no knowledge of any violation or default with respect to any order. it has full power and authority to execute. this Agreement constitutes its legal. delivery and performance of this Agreement.

indemnify and hold TC/DA harmless from and against all claims (including without limitation claims for infringement of intellectual property. death or injury to a person or injury to property. or other tort claims) and expenses (including court costs) arising out of or relating to the breach by Bus Provider of any covenant.3 Obligation to Notify Change In the event that any of the representations or warranties made/given by a Party ceases to be true or stands changed. There are no suits or other legal proceedings pending or threatened against TC/DA in respect of the PaRTS Project. during the subsistence of the Bus Provider Agreement and any time thereafter.4 Indemnification Bus Provider shall at all times.2 Representations and Warranties of TC/DA TC/DA represents and warrants to the Bus Provider that: (a) (b) TC/DA has full power and authority to grant the contract. (c) (d) 15. valid and binding obligation enforceable against it in accordance with the terms hereof. representation or warranty or from any act or omission of the Bus Provider or his agents. defend. TC/DA has taken all necessary action to authorise the execution. employees or sub contractors.(l) Without prejudice to any express provision contained in this Agreement. suit or proceeding and will assist Bus Provider (at Bus Provider’s expense) in the defense of the same -45- . (m) 15. the Bus Provider has after a complete and careful examination made an independent evaluation of all aspects of the PaRTS Project. delivery and performance of this Agreement. and the information provided by TC/DA. the Bus Provider acknowledges that prior to the execution of this Agreement. The Bus Provider also acknowledges and hereby accepts the risk of inadequacy. 15. breach of contract. i. and has determined to its satisfaction the nature and extent of risks and hazards as are likely to arise or may be faced by the Bus Provider in the course of performance of its obligations hereunder. TC/DA will notify Bus Provider of any such claim. the Party who had made such representation or given such warranty shall promptly notify the other of the same. mistake or error in or relating to any of the matters set forth above and hereby confirms that TC/DA shall not be liable for the same in any manner whatsoever to the Bus Provider.e. This Agreement constitutes TC/DA’s legal.

Such sum shall until payment thereof carry interest at 18% (eighteen) per annum from the due date for payment thereof until the same is paid to or otherwise realised by the Party entitled to the same. shall be deemed to be a debt owed by the Party responsible for payment thereof to the Party entitled to receive the same.500 (Rupees one thousand five hundred) for provision of up to 250 buses and then @ Rs. 16.ARTICLE 16 MISCELLANEOUS 16. the Party entitled to receive such amount shall also have the right of set off. Provided the stipulation regarding interest for delayed payments contained in this Article shall neither be deemed or construed to authorize any delay in payment of any amount due by a Party nor be deemed or construed to be a waiver of the underlying breach of payment obligations. benefits and obligations hereunder The Bus Provider shall not create nor permit to subsist any Encumbrance over the Premises Restraint set forth in clauses (a) and (b) above shall not apply to liens/encumbrances arising by operation of law (or by an agreement evidencing the same) in the ordinary course of business of the Bus Provider. (b) (c) 16.1 Assignment and Charges Bus Provider shall not assign. in whole or in part.3 Liquidated Damages In the event of delay in induction of buses by the Bus Provider in relation to the schedule of supplies stipulated in the Agreement for the PaRTS Project. Liquidity Damages shall also be recovered for delays / non-provisioning of any or all of the following within the prescribed time schedule as per details in RFQ-cum-RFP Document Bus repair workshops / arrangement for repair and maintenance of buses as per RFQ-cum-RFP Document Control room – minimum one at the zonal Headquarter initially Parking Spaces Fleet mix ratio comprising of minimum 60% and maximum 85% of ordinary buses in the bus fleet.1. Further. any right or delegate any duty under the Bus Provider Agreement to any third party.2 Interest and Right of Set Off Any sum which becomes payable under any of the provisions of this Agreement by one Party to the other Party shall.000/. if the same be not paid within the time allowed for payment thereof. TC/DA shall recover from Bus Provider liquidated damages (and not by way of penalty) @ Rs. Without prejudice to any other right or remedy that may be available under this Agreement or otherwise under law.1. -46- . or any subsequent amendment thereto. (a) The Bus Provider shall not assign in favor of any person this Agreement or the rights.(Rupees one thousand) per bus per day of delay for the remaining lot of 750 buses.

16. recognised courier. breach of any term of this Agreement and termination of this Agreement.8 Notices Unless otherwise stated. 16. or facsimile transmission and delivered or transmitted to the Parties at their respective addresses set forth below : If to TC/DA: Transport Commissioner/Designated Authority. Uttar Pradesh. (ii) shall not be effective unless it is in writing and executed by a duly authorized representative of such Party. MG Marg.com -47- . Neither the failure by either Party to insist on any occasion upon the performance of the terms. shall not relieve either Party of any obligations or liabilities for loss or damage to the other Party arising out of or caused by acts or omissions of such Party prior to the effectiveness of such Termination or arising out of such Termination. Email: transport. shall be in writing and shall be given by hand delivery. notices to be given under this Agreement including but not limited to a notice of waiver of any term. and (iii) shall not affect the validity or enforceability of this Agreement in any manner. Fax: 2629235.7 Amendments This Agreement and the Schedules together constitute a complete and exclusive understanding of the terms of the Agreement between the Parties on the subject hereof and no amendment or modification hereto shall be valid and effective unless agreed to by all the Parties hereto and evidenced in writing.5 Waiver (a) Waiver by either Party of any default by the other Party in the observance and performance of any provision of or obligations under this Agreement: (i) shall not operate or be construed as a waiver of any other or subsequent default hereof or of other provisions or obligations under this Agreement. (b) 16. 16. India shall have jurisdiction over all matters arising out of or relating to this Agreement.4 Governing Law and Jurisdiction This Agreement shall be governed by the laws of India. Tehri Kothi. conditions or provisions of this Agreement. Government of UP(TC/DA GoUP) Parivahan Bhawan. and (b) except as otherwise provided in any provision of this Agreement expressly limiting the liability of either Party.up@gmail. The Courts at Lucknow. 16. Lucknow-226001 (UP) Phone: (0522) 2613978. conditions and provisions of this Agreement or any obligation hereunder nor time or other indulgence granted by a Party to the other Party shall be treated or deemed as waiver / breach of any terms. mail.6 Survival Termination of this Agreement (a) shall not relieve the Bus Provider or TC/DA of any obligations already incurred hereunder which expressly or by implication survives Termination hereof.

facsimile number as may be duly notified by the respective Parties from time to time.12. illegal or unenforceable. The ownership of any other infrastructure created by Bus Provider at the allotted sites for the PaRTS Project shall be with TC/DA with effect from the date of the implementation. ---------------------------------------------------------------------------------------------------------.12 Ownership & Protection of Property And Intellectual Property Rights 16. as nearly as is practicable. -----------------------------------------. and (ii) in the case of any communication made by facsimile. return receipt requested) at that address. and the Parties shall negotiate in good faith with a view to agreeing upon one or more provisions which may be substituted for such invalid. illegal or unenforceable or is declared by any court of competent jurisdiction or any other instrumentality to be invalid. TC/DA shall own any and all data created out of the PaRTS Project at all the times.Limited. The possession of the infrastructure shall pass to TC/DA on the expiry of the Bus Provider Agreement. by recognized courier or by mail (registered. ------------------------------------------ Or such address. 16. Provided failure to agree upon any such provisions shall not be subject to dispute resolution under this Agreement or otherwise.9 Severability If for any reason whatsoever any provision of this Agreement is or becomes invalid. 16. 16. legality or enforceability of the remaining provisions shall not be affected in any manner. unenforceable or illegal provisions.10 No Partnership Nothing contained in this Agreement shall be construed or interpreted as constituting a partnership between the Parties. Fax No. when delivered by hand.1 Ownership & Protection of Property a) TC/DA shall retain the title and ownership of any site allotted by TC/DA to Bus Provider for purposes of carrying out Bus Provider’s obligations in relation to the PaRTS Project.11 Language All notices required to be given under this Agreement and all communications. documentation and proceedings which are in any way relevant to this Agreement shall be in writing and in English language. the validity. during and after the expiry / termination of the Bus Provider b) c) -48- . when transmitted properly addressed to such facsimile number.If to the Bus Provider : The-----------------. 16. and shall be deemed to have been made or delivered (i) in the case of any communication made by letter. Such title and ownership of TC/DA in any such site shall not pass to Bus Provider. Neither Party shall have any authority to bind the other in any manner whatsoever.

d) Bus Provider shall exercise all due caution to protect and maintain the data created out of this PaRTS Project. Provided however that such marketing shall be done only after prior consultation with TC/DA in which event the parties shall arrive b) c) d) e) -49- . designed. TC/DA may in its sole discretion allow the use of any and all buses used specifically for TC/DA in relation to the PaRTS Project by Bus Provider to a third party for the purpose of advertisements etc inside/outside the buses. improvements and enhancements to any of the foregoing provided at the sites by the Bus Provider in relation to the PaRTS Project pursuant to the Bus Provider Agreement. title or interest in or to any work including without limitation the designs. and all corrections. Provided however that the Bus Provider shall have the right to possess and use the same during the Bus Provider Agreement Period for purposes of effective implementation. Bus Provider shall transfer the possession of any and all assets including without limitation any software etc. title and interest in and to the same. technical information. Bus Provider shall not have any claim on and for such data and shall not for any reason withhold such data from TC/DA. software. operation and maintenance of the PaRTS Project on specific approval of the same by TC/DA. additions. if any. implemented by Bus Provider at a the allotted sites for the PaRTS Project to TC/DA. software. sell or in any manner use the data created by Bus Provider out of this PaRTS Project otherwise than in accordance with the terms of the bus provider Agreement. TC/DA may in its sole discretion allow the marketing of any and all product(s) developed specifically for TC/DA in relation to the PaRTS Project by Bus Provider to a third party.13 Intellectual Property Rights a) Bus Provider shall acknowledge and agree that any and all.Agreement. modifications or facilities developed at the allotted sites by Bus Provider for TC/DA under the PaRTS Project for any purpose whatsoever. For purposes of the Bus Provider Agreement the terms “software”. Bus Provider shall not share. modifications. the responsibilities of Bus Provider and TC/DA respectively as well as financial implications thereof. “software programs” shall include without limitation the specifications. After the expiry or termination of the Bus Provider Agreement Bus Provider shall have no right. The MOU shall clearly state the terms of / for such usage/activity. e) f) 16. Provided however that such use shall be done only after prior approval of TC/DA in which event the parties shall arrive at an understanding which shall be set forth in writing in a Memorandum of Understanding (“MOU”) between TC/DA and the Bus Provider before taking up such activity. and / or firmware developed by Bus Provider at the allotted sites for TC/DA in relation to the PaRTS Project and any modifications thereto or works derived therefrom shall be the exclusive property of TC/DA at all times and TC/DA shall retain all right. documentation. created. Upon expiry or earlier termination of the Bus Provider Agreement.

each of which when executed and delivered shall constitute an original of this Agreement but shall together constitute one and only the Agreement. the responsibilities of Bus Provider and TC/DA respectively as well as financial implications thereof. IN WITNESS WHEREOF THE. 16. The MOU shall clearly state the terms of / for such marketing activity.14 Counterparts This Agreement may be executed in two counterparts.at an understanding which shall be set forth in writing in a Memorandum of Understanding (“MOU”) between TC/DA and the Bus Provider before taking up such activity. PARTIES HAVE EXECUTED AND DELIVERED THIS AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN. if any. SIGNED SEALED AND DELIVERED: For and on behalf of TC/DA by: (Signature) (Name) (Designation) For and on behalf of BUS PROVIDER by: (Signature) In the presence of : 1) 2) -50- .