Contract for AALRT Operations and Maintenance Management Services

Section 8. Special Conditions of Contract

The following Special Conditions of Contract (SCC) shall supplement the General Conditions of
Contract (GCC). Whenever there is a conflict, the provisions herein shall prevail over those in
the GCC.

GCC Clause Section 8. Special Conditions of Contract

Reference
General Provisions
Procurement Reference Number is: OS-ESTS-MS-01/14

GCC 1.2 In the Contract, the following terms shall be interpreted as indicated below:-

(f) Contract Price Means the Management Fee payable to the Management
Contractor under the Contract for the full and proper performance of its contractual
obligations.
(g) Contract or Management Contract Means the Agreement entered into
between Ethiopian Railways Corporation and the Management Contractor as
recorded in the Contract form signed by the parties, including all attachments and
appendices thereto and all documents incorporated by reference therein.
(u) Public Body or Employer means Ethiopian Railways Corporation or in short
ERC
(w) Services Means the Light Rail Transit System Management Services to be
provided by the Management Contractor.
aa) Supplier or Management Contractor means China Railway Group Limited
(CREC) and Shenzhen Metro Group Co., Ltd (SZMC), both of whom jointly and
severally liable under the Contract.
ab) Annual Budget means the amount of money allocated by ERC for the
management of the operations and services for each fiscal year as proposed by
the Management Contractor and approved by ERC.
ac) Annual Operating Plan means the yearly operating plan prepared and
submitted by the Management Contractor showing comprehensive operating and
financial plan required for the proper execution of the AALRT system to be
endorsed by ERC.
ad) Management Fee means the sum payable to the Management Contractor for
the tenure of the Management Contract as agreed in the Contract.
ae) Annual Management Fee means an annual management fee payable to the
Management Contractor during each Contract Year as set forth in the payment
schedule cited in the Contract agreement.
af) Operating Environment means the Addis Ababa Light Rail Transit System, all its
surrounding environment, its public users, interfering and competing transport systems
like taxis, Anbesa city Bus, safety and security organs and all that are benefited from or
affected by the Addis Ababa Light Rail Transit System.

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ag) "Day" means any day other than a Saturday, Sunday or state public holidays.
ah) "Contract Year" means: (i) for the first Contract Year, that period from the date of
signing of the Contract to and including December 31 of such year; and (ii) for each
Contract Year thereafter, the calendar year.
ai) "Five-Year Budget" has the meaning set forth in the Final Minutes of Meeting.
aj) "Manuals" means the Operating manuals, Procedures Manuals, maintenance
manuals, traffic management manuals, quality and safety inspection manuals,
operating data, design drawings, specifications, vendors' (Equipment Suppliers)
manuals, warranty requirements, procedures (including those for maintenance of
the Project and environmental and safety compliance), and similar materials with
respect to the Project.
ak) "Project" means the Addis Ababa Light Rail Transit (AALRT) Project together
with other facilities and related assets in Addis Ababa N S Line starting from
Arada and ending at Kality and E W line starting from Ayat and ending at
Torhailoch at a total length of 34 kms with the specific routes as is presented
in the Terms of Reference.
al) "Project Agreements" means the agreements relating to the Project, including
any Power Purchase Agreement, Interconnection Agreement, Loan Agreements,
and all other agreements applicable to the Project, permits, and licenses required
for the operation, maintenance and management of the Project, as identified in
writing by ERC.
am) Project Documents means the AALRT EPC Turnkey Contract documents and
the amendments therein, Conceptual Designs, Preliminary Designs, Final Designs,
Technical Specifications, Drawings, Test Reports, Commissioning Reports,
Operation Documents and all such other documents used for the Construction,
Installation, and Test & Commissioning of the AALRT System.
an) "Prudent LRT System Management Practice" means (i) any of the practices,
methods, and acts engaged in or approved by a significant portion of the light rail
system heir in the country and geographic region where the Project is located
during the relevant time period, or (ii) practices, methods and acts that, in the
exercise of reasonable judgment on the facts known (or that reasonably should
have been known) at the time a decision was made, could have been expected to
accomplish the desired result at a reasonable cost consistent with good business
practices, reliability, safety and expedition.
ao) Commencement Notice means the written notice issued by ERC to the
Management Contractor for the commencement of the Services.
ap) Exit plan means the plan for the transfer of the AALRT system, management
system, skills, knowhow, etc. from the Management Contractor to ERC and/or
replacement of the Management Contractors personnel at the termination of the
Contract or transfer of job positions assumed by the Management Contractor to
ERC seconded staffs and collectively to ERC at the end of the Contract Period.

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aq) Succession Plan means the plan prepared and submitted by the Management
Contractor to the Employer for the transfer of the specific functions, departments,
sections of the AALRT system, including management system, skills, knowhow, or
job positions assumed by the Management Contractor from the Management
Contractors personnel to ERC seconded staffs in the duration or end of the
Contract Period.
ar) Incident means any obstruction, interruption on the operation of rolling stock,
rolling stock disablement or breakdown, accident, collision or any other unplanned
occurrence on the infrastructure which causes or could causes injury or death to
any person, damage to any property or environmental harm to the Operating
Environment in relation to its Operation.

GCC 1.2 (u) The Public Body is: Ethiopian Railways Corporation or in short ERC

GCC 1.2 (aa) The Supplier is: China Railway Group Limited (CREC) and Shenzhen Metro Group
Co., Ltd (SZMC) shall be jointly and severally liable under the Contract.

GCC2.1(e Add the following after applicable international standards:

as specified in the Project Documents.
The Management Contractor has been retained by ERC as an independent Management
GCC 3.1
Contractor to operate, maintain and manage the Project, in accordance with prudent LRT
system management practice and the requirements of the Contract. ERC has contracted
the Management Contractor for the overall responsibility for operating, maintaining and
managing the Project to ensure that the Project is available to provide rail transport
services to the public and meets all requirements under the Contract. The Management
Contractor shall purchase accessories and parts, as it sees fit and in accordance with
approved Annual Budget, in the name of the ERC and enter into procurement contract, as
per ERCs procurement directives.
Delete the sentence and replace with:
GCC4.1(b)
Has raised all relevant due diligence questions with the Public Body in accordance with
GCC 4.2 and the Work Schedule presented in Annex 01 to this Special Conditions of
Contract.
GCC4.2 Delete the sentence and replace with:
(a) The Management Contractor shall, with the Public Body, conduct Test &
Commissioning activities after inspection of the Operating Environment and shall
advise the Public Body of any aspect of the Operating Environment that is not
suitable for the provision of the Services and that the specified actions to remedy
the unsuitable aspects of the Operating Environment, together with a timetable for
and the costs of those actions. At the end of the said Month, the Management
Contractor shall submit the Test and Commissioning Report for ERCs approval.
The Test & Commissioning activities are:
i. SIT Site Installation Tests: To demonstrate all equipment are correctly
installed, wired, checked and suitable for operation. SIT types are: Visual,
Functional, and Operational (low level)
Participants: EPC Contractor + the Management Contractor

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ii. SAT Site Acceptance Tests (Pre-commissioning stage): To show that the
equipments and sub-system can functionally operate as an integrated
system. It has the following Sub-stages:
a. SAT-Interim: Pre-verification of performance of interfaces to minimize
modification
b. SAT-Internal: Integration of equipment under one discipline/ scope of
works
c. SAT-External: Integration of equipment under more than one discipline/
scope of works
Participants: EPC Contractor + the Management Contractor
iii. SATOV Overall Site Acceptance Tests (Commissioning stage): To prove
that overall system will operate satisfactorily in commercial service and can
be handed over to the Employer. The Sub-stages are:
a. SATOV Equipment: Functional, Operational, Degraded Mode,
Endurance.
b. SATOV Line: Take-over by the Employer, Trial running of new trams
on new infrastructure,
Participants: Employer + EPC Contractor + the Management Contractor
The entire Test & Commissioning activities shall be carried and finalized before the
official date of completion of the EPC Turnkey Construction Project.
(b) One (1) Week after the completion of the Construction of the AALRT system by the
EPC Turnkey Contractor, the System shall be transferred to the Management
Contractor in Official Handover meeting.
(c) Within Three (3) months after the Handover Meeting, the Management Contractor
shall, with the Public Body, conduct Pre-operation and Test Run activities after
inspection of the Operating Environment.
(d) ERC has the right to deploy experts that witness the Test & Commissioning, Pre-
operation and Test Run activities.
(e) AALRT EPC Contractor shall be responsible for the rectification of all systems as
per the findings of the above Test, Commissioning and Pre-operation investigation
activities.

GCC 5.2(f) Delete the phrase GCC Sub-clause 45.2 and replace with GCC Sub-clause 46.2

The Contract
Delete 7.1 and replace as follows :
GCC 7.1
The documents forming the Contract shall be interpreted in the following order of
precedence in the event of any conflict between the documents comprising the Contract:
a. This Contract Agreement and its Amendments (if any)
b. Final Minutes of Meeting for Contract Negotiation ;
c. Special Conditions of Contract (SCC);
d. General Conditions of Contract (GCC);
e. Employers Requirement

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a) Addendum No.1 to the ToR
b) Terms of Reference (ToR)
f. Management Contractors Bid Proposal
a) Management Contractors Technical Proposal
b) Management Contractors Financial Proposal
g. Performance Guarantee
GCC 7.3 The Public Bodys authorized representative shall be:
Authorized Representative: Dr. Eng. Getachew Betru
CEO, Ethiopian Railways Corporation
P.O. Box: 27558
Street Address: Debrezeit Road
Town/City: Addis Ababa
Post Code: 1000
Country: Ethiopia
Telephone:
Facsimile:
E-mail address erc.org@ethionet.com
The Suppliers authorized representative shall be:
For China Railway Group Limited (CREC)
Authorized Representative: Mr. Tang Zhicheng
P.O. Box:
Street Address: CREC Building, No.9 Mansion, No.69 Fuxing Road,
Haidian District
Town/City: Beijing
Post Code: 100039
Country: China
Telephone:
Facsimile:
E-mail address

For Shenzhen Metro Group Co., Ltd (SZMC)

Authorized Representative: Mr. Lin Maode
P.O. Box:
Street Address: No. 1016 Fuzhong No.1 Road, Futian District
Town/City: Shenzhen
Post Code: 518026
Country: China
Telephone:
Facsimile:
E-mail address
GCC 8.1 The governing law shall be the law of the Federal Democratic Republic of Ethiopia
GCC 10.2 and For notices, the Public Bodys address shall be:
10.3 Public Body: Ethiopian Railways Corporation
Operations and Services Division
Attention: Tilahun Sarka, Deputy Chief Executive Officer
Floor/Room number: Ground Floor, Operations and Services Division Office

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P.O. Box: 27558
Street Address:
Town/City: Addis Ababa
Post Code: 1000
Country: Ethiopia
Telephone: 0114 702056
Facsimile:
E-mail address tilahunsus@gmail.com
For notices, the Suppliers address shall be:
Supplier: China Railway Group Limited (CREC) and Shenzhen
Metro Group Co., Ltd (SZMC)
Attention: Mr. Gao Shuang
Floor/Room number:
P.O. Box:
Street Address: Yeka Sub City Wereda 16, Kebele 03, House No. 318
Town/City:
Post Code: 1000
Country: Ethiopia
Telephone: 0936 572812
Facsimile:
E-mail address
GCC 12.2 a) Deleted this Sub-clause in its entirety.

GCC 13.1 At the end of the clause the following statement is added.
Such Subcontracting shall be done only if approved by the Employer after written request
by the Supplier.
The Supplier is prohibited from further subcontracting of any obligation under subcontract.
GCC 14.2 At the end of the clause the following statement is added.
The Supplier shall execute and be bound by such changes unless the Supplier promptly
gives notice to the Employer of any claim for adjustment. Notwithstanding the above, the
Employer retains the right to cancel the change and/or accept the change without any
claimed adjustment. The possible adjustment related to requested change shall be based
on the prices provided in the Consultants Financial Proposal.
Unless otherwise agreed by both parties to amend the Contract for such changes that
causes increase or decrease of the scopes of the Services, the Supplier is not obliged to
carry out the Services caused by such changes.
GCC 16.1 The Supplier shall bear and pay all taxes, duties, and levies imposed on the Supplier, by
all municipal, state or national government authorities, both within and outside the
Federal Democratic Republic of Ethiopia, in connection with the Management Fee.
GCC17.1(e) Add the followings at the end of Sub-clause 17.1 (e):
(f) If one or more of the following events occurrence makes the Suppliers performance
impossible or so impractical or as reasonably to be considered impossible will be
considered as Force Majeure. The events should be notified as Force Majeure by the
concerned Government Body to be considered as cases of Force Majeure under the
Contract.
i. Riot, commotion, disorder, strike or lockout by persons other than the Suppliers

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Personnel and other employees of the Supplier and Subcontractors, or
ii. Epidemic breakout out of governments or any other authoritys control, or
iii. Rebellion, terrorism, revolution, insurrection, military or usurped power.

GCC19.1 Add the following after GCC19.1

19.2 The Supplier shall perform the Services in accordance with the terms of the
Contract. If the Services or part of the Services fail to be performed as a result of
unprecedented conditions, the Employer has the right to suspend performance of
one or more of the Services for a maximum aggregate period of 8 months and the
Management Contractor shall use reasonable commercial efforts to reduce any
loss and damage resulted from such suspension. The Completion Date shall be
moved forward by the period of suspension.
19.3 The Supplier may request to the Employer for suspension of one or more of the
Services after evaluation of the AALRT system enabling environment to commence
the Services.
19.4 If one or more of the Services are suspended as stated in 19.2 above, the Employer
shall pay to the Management Contractor all reasonable costs arising from such a
suspension.
GCC20.7 Delete GCC20.7 in its entirety and replace by:
If the Public Body terminates the Contract in the event specified in GCC Sub-Clause 20.2
(m) to (o) Public Body shall reimburse the Supplier for all reasonable costs and incurred
by the Supplier prior to receipt of the notice of termination.

GCC20.9 At the end of Sub-clause 20.9, add the following:

20.10 If the Supplier terminates the Contract in the event specified in GCC Sub-Clause
20.3, the Suppliers choice to terminate the Contract shall not prejudice any other
rights of the Supplier under the Contract.

GCC 23 At the end of the clause the following statement is added.

Exit Plan shall be provided by the Management Contractor within Two (2) months after
the commencement of the Services. After approved by the Employer, the Exit Plan shall
be applied in any case of termination/end of the Contract or Transfer of Job Positions,
Teams, Department or the whole LRT System to the Seconded staff or to the Employer.
GCC24.2 At the end of the clause the following statement is added.
The Supplier warrants and undertakes that a) it will render the Services with due diligence
in accordance with the Good Industry Practice b) all the obligations will be performed by a
sufficient number of appropriately, experienced, qualified, competent and trained
personnel. Furthermore, the Supplier has and will continue to hold all necessary
regulatory approvals, licences and permits necessary to perform the obligations.
GCC 24.4 The period of validity of all Warranty(ies) shall be: One (1) year after the termination of
the Contract. The amount of the Warranty shall be: Five (5) percent of the total
Contract Price.
The Warranty shall be denominated in the currency of the Contract or in other freely
convertible currency acceptable to the ERC and shall be a Bank Guarantee issued by the
Commercial Bank of Ethiopia.
If the Management Contractor fails to provide the Bank Guarantee from Commercial Bank

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of Ethiopia, the Management Contractor may issue the Bank Guarantee from a reputed
Chinese Bank counter guaranteed by the Commercial Bank of Ethiopia.
The Warranty shall be released to the Management Contractor within one (1) month after
the expiry of the Warranty period and the fully accomplishment of all warranties agreed by
the Contract; accompanied by the final warranty report for the effective performance
certified by the Employer.
The Warranty shall guarantee the proper and timely performance of all the Management
Contractors obligations under this contract and shall remain valid and be released within
one (1) month after completion of the warranty period and presentation of invoice certified
by the Contract.
GCC 25.5 Delete the sentence in its entirety and replace with:
All disputes or controversies arising from the Contract which fails to be settled between
the Public Body and the Supplier shall be submitted to arbitration in accordance with
2010 UNCITRAL Arbitration Rules. The appointing authority shall be the London Court of
International Arbitration (LCIA). The number of arbitrators shall be 3 (three). The place of
arbitration shall be at London Court of International Arbitration (LCIA) in London. The
language of Arbitration shall be English. The Award of London Court of International
Arbitration (LCIA) shall be final and binding upon both parties from the date it is made.

GCC 25.6 Delete the clause in its entirety.

GCC 27.1 The Supplier shall commence the Services within One (1) week after the receiving of the
Employers service Commencement Notice.
GCC 27.2 Replace the phrase in the first paragraph
. after the date of Contract stated in GCC Sub-Clause 27.1.
with
. after the date of Commencement Notice stated in GCC Sub-Clause 27.1.
GCC 28.1 a) The intended Completion Date of the Operations and Maintenance Management
Services shall be 41 (Forty One) Months from the date of Commencement of
the Services.
b) The Management Contractor shall avail himself for two more years after the end
of the Operations and Maintenance Management Services as stated in Section
3.17 of the Terms of Reference and formal handover of the assets (stated in
Section 3.16) and local employees of the Addis Ababa Light Rail Transit System
to ERC as Technical Assistant to the Addis Ababa Light Rail Transit System
Business Unit in ERC. The terms of the Technical Assistance shall be
discussed at least three (3) months before the end of the Contract Period.

GCC 29.11 Delete the words the Supplier and the Public Body and replace with either Party and
the other Party respectively:

Obligations of the Public Body

GCC 31.1 If requested by the Supplier and if available, the Employer may provide any Documents
related to the Addis Ababa LRT System.

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Payment
GCC 32.1 The Contract Price is the Management fee as stipulated in the Contract Agreement.
However, the Supplier is entitled to get additional fee as a reward for the best
performance he has achieved in the duration of the Contract and will also be subject to
penalty for the deficiencies in discharging of his obligations as defined in the Key
Performance Indicators (KPIs) stated in the Contract.
a) Payments.
GCC 32.2
As payment to the Management Contractor for performance of the Services hereunder,
ERC shall pay the Management Contractor the Management Fee as stated in SCC 32.2
(b) below.

b) Management Fee
ERC shall pay the Lump Sum Management fee (including the sum of Chinese staff
Remuneration, Training cost, Chinese Employees Insurance, Transportation and
Accommodation Cost) as fixed Contract Price.
The Management Fee, including VAT(15%), is USD 111,459,438.41 (One Hundred
Eleven Million Four Hundred Fifty Nine Thousand Four Hundred Thirty Eight and
41/100 US Dollars) and ETB 90,931,965.10 (Ninety Million Nine Hundred Thirty One
Thousand Nine Hundred Sixty Five and 10/100 Birr).
ERC shall pay to the Management Contractor the Management Fees as per the Payment
Schedule presented in Annex 02 to this Special Conditions of Contract, less any set-off of
the Advance Payment. Within fifty six (56) days after the end of each semester, ERC
shall pay the Management Fees of the previous semester to the bank account nominated
by the Management Contractor as per the Payment Schedule presented in Annex 02.
Payment of the amount due in US Dollars shall be made into the offshore bank account to
be nominated by the Supplier. Payment of the amount due in Ethiopian Birr shall be made
into the local registered bank account nominated by the Supplier.
All bank charges or fees that will accrue in connection with the payments inside Ethiopia
shall be or cause to be borne by the Employer and all bank charges or fees outside
Ethiopia shall be borne by the Supplier.

GCC 32.5 At the end of paragraph add the following.

a. Each interim payment shall be made by the Employer within 56 days upon
receipt of the request for such payment and approved by the Employer.

b. Final payment shall be made by the Employer within 90 days upon receipt of the
request for such payment and approved by the Employer.

c. If the Employer fails to pay the entitled payments in accordance with (a) and (b)
above, the Management Contractor is entitled to receive interest compounded
monthly on the amount unpaid during the period of delay, which shall be
calculated at the annual rate of five percent (5%).

d. If the Employer fails to comply with the terms of payment as set out in the
Contract, the Management Contractor may, after giving not less than 21 days

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notice to the Employer, degrade the Services unless and until the Management
Contractor has received payment. However such degradation of the Services
shall not affect completion date of the Services and the evaluation of KPIs,
which means the calculation of the interim payment for such degraded service
period continuous proportionally as per the payment schedule presented in
Annex 02 to this SCC, nor the supplier is entitled to any compensation or
reimbursement other than that specified in SCC 32.5 (c) above.

GCC 33.4 Adjustments and Conditions.

Notwithstanding the payment of any amount pursuant to the foregoing provisions,
Employer shall remain entitled to conduct a subsequent audit and review of all
Reimbursable Costs incurred and paid by Employer and of any supporting documentation
for a period of 2 years after the applicable Contract Year. If such audit and review shows
that any amount previously paid by the Employer to the Management Contractor did not
constitute a Reimbursable Cost, the Employer may (a) recover such amount from the
Management Contractor, plus interest, calculated from the date the audit commenced at
the annual rate of five percent (5%), or (b) deduct such amount from any payment that
thereafter may become due to the Management Contractor.

All payment to the Supplier under the Contract shall be made in the currency of the
GCC 34.7
Contract Price
GCC 34.11 If the Management Contractor has an intention to take Advance Payment, 12% (Twelve)
percent of the total Contract Price shall be paid upon submission of unconditional
Advance Payment Guarantee from Commercial Bank of Ethiopia. The advance payment
will be set off by the Employer against invoices in the installments presented in the
Payment Schedule (Annex 02 to this Special Conditions of Contract) after the
Commencement of the Services.

GCC 34.12 If the Management Contractor fails to provide unconditional Advance Payment Guarantee
from Commercial Bank of Ethiopia as per GCC 34.11, the Management Contractor may
issue the unconditional Advance Payment Guarantee from a reputed Chinese Bank
counter guaranteed by the Commercial Bank of Ethiopia.
As a pre-requisite for payment of the Advance Payment, the Management Contractor
should submit a request for Advance Payment to the Employer.
GCC 35.2 At the end of the GCC 35.2 add the following:
35.3 Budgetary Costs.
ERC shall reimburse the Management Contractor for all costs incurred by the
Management Contractor (other than the items included in the Management Fee) in
performing the Services, including the costs set forth in Annex 3 (collectively, the
"Reimbursable Costs" or Budgetary Costs) to this Special Conditions of Contract.
ERCs obligation under this provision is subject to (i) ERC's express approval of
the costs as part of an Annual Budget or separately in writing, or (ii) the
Management Contractor incurring costs in accordance with SCC 50.1 (h)
(Emergency), 50.1(i) (Extraordinary Circumstances). Expenditures made by the
Management Contractor in excess of the Annual Budget that are required to
comply with any Law applicable to the Services or to the Project, shall be approved
and reimbursed by ERC. Subject to ERC's right to modify the provisions of this

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Contract from time to time, ERC shall pay Reimbursable Costs as follows:

i. ERC will advance to the Management Contractor on a mutually agreed basis,

funds required for the Management Contractor to make payments as they
become due in accordance with the Annual Budget. Not less than fifteen (15)
days before the first day of each Semester (six (6) months) during the term of
the Contract, the Management Contractor shall submit to ERC an estimate of
funds required for such month, which estimate shall be in accordance with the
Annual Budget. ERC shall pay to the Management Contractor the amount of
such estimate prior to the time such funds are required by the Management
Contractor. Such advances shall be deposited in a separate account in the
Management Contractor's name in a bank or banks approved by ERC, subject to
withdrawal by the Management Contractor solely for the purpose of making
required payments. Within fifteen (15) days of the end of each month, the
Management Contractor shall submit to ERC a statement of receipts and
disbursements, in detail satisfactory to ERC, together with supporting
documentation.

ii. The Management Contractor shall not incur Reimbursable Costs unless they are
incurred in accordance with the applicable Annual Budget, or are permitted by
SCC 50.1 (h) (Emergency), SCC 50.1(i) (Extraordinary Circumstances). If the
Management Contractor becomes aware that Reimbursable Costs exceed or will
exceed the amount provided in the applicable Annual Budget by 5% or more, the
Management Contractor shall use all reasonable efforts to notify ERC within ten
(10) days and shall not, without ERC's approval to amend the applicable Annual
Budget or ERCs authorization for the Management Contractor to make such
expenditure, perform any further Services that will cause or increase a budget
overrun, except as provided in SCC 50.1(h) (Emergency), SCC 50.1(i)
(Extraordinary Circumstances). If ERC refuses to authorize expenditures in
excess of the Annual Budget, the Management Contractor shall be relieved of
those duties or obligations of the Contract that cannot be performed without the
expenditures ERC refuses to approve.

iii. In all cases, the Management Contractor shall use reasonable commercial
efforts to mitigate any adverse effect from ERC's refusal to authorize
expenditures in excess of the Annual Budget. ERCs reimbursement of any cost
related to the Services shall not be construed as ERC's approval or acceptance
of the Services.
Obligations of the Supplier
GCC 40.2 (b) The amount of aggregate liability shall be the amount ERC lost in monetary terms due to
the Conflict of interest as defined by an independent juror including the cost associated
with verification of the Conflict of interest.

GCC 42.1 Delete (c ) and replace with

(c) Loss of, or damage to, the Public Body Railway System (including but not limited to
Equipments, Light Rail Vehicle, Road Vehicles, Material Handling Equipments, Rails,
Overhead Catenary System, Signaling Systems, Public Information System, Station
Platforms, fences, maintenance equipments, etc. and any nature of these.)
At the end of SCC 42.1(e) add the following:

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The insurance coverage for (a) and (b) that are directly related to the Management
Contractors Employee shall be borne by the Management Contractor.
The insurance coverage for (c), (d), (e) and other risks required by law and to be covered
by insurance shall be borne by the Employer. However, if the loss or damage caused to
the Employers Personnel or Property is caused by the Management Contractors
personnel, the Management Contractor shall bear all costs related to the insurance
premium.

GCC 44.3 At the end of the paragraph add the following

(a) The exceptions are
Administrative Systems
1. OA Office Automation System
2. Internal Mail System
3. Human Resource Management System
Production Management Systems
4. Enterprise Assets Management System
5. Railway Line Construction Management System
6. Operation Statistical and Analysis System
Financial Management Systems
7. Financial Management Software
(b) For the management systems and softwares listed in SCC 44.3 (a) above the
Supplier shall provide licenses free of charge for the duration of the Management
Contract plus one (1) year after the end of the Management Contract Period.

GCC 46.1 At the end of GCC 46.1 add the following:

The supplier shall be responsible to present Semester financial and physical progress
reports. The six monthly audit reports shall be done by an independent auditor.

GCC 45.6 Delete Clause 44.6 and replace with Clause 45.6

GCC 45.7 Delete Clause 44.8 and replace with Clause 45.8

GCC 45.8 Delete Clause 44.7 and replace with Clause 45.7

GCC 47.2 At the end of GCC 47.2 add the following

SCC 47.3
a) Documents.
All materials and documents prepared or developed by the Management
Contractor, its employees, representatives or contractors in connection with the
Project or performance of the Services, including all manuals, data, drawings,
plans, specifications, reports and accounts, shall become the Employer's property
when prepared, and the Management Contractor, its agents, employees,
representatives, or sub-contractors shall not use such materials and documents for
any purpose other than performance of the Services, without the Employer's prior
written approval. All such materials and documents, together with any materials
and documents furnished to the Management Contractor, its agents, employees,

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representatives, or sub-contractors by the Employer, shall be delivered to the
Employer upon expiration or termination of the Contract and before final payment
is made to the Management Contractor.

b) Review by the Employer.

All materials and documents referred to in SCC 47.3 a) hereof shall be available
for review by the Employer or Lenders (including their agents or advisors) at all
reasonable times during development and promptly upon completion. All such
materials and documents required to be submitted for approval by the Employer
shall be prepared and processed in accordance with the requirements and
specifications set forth in the Administrative Procedures Manual. However, the
Employer's approval of materials and documents submitted by the Management
Contractor shall not relieve the Management Contractor of its responsibility for the
correctness thereof or of its obligation to meet all requirements of the Contract.

c) Proprietary Information.
Except for those specified in SCC 44.3, where materials or documents prepared or
developed by the Management Contractor or its agents, employees,
representatives or sub-contractors contain proprietary information, systems,
techniques, or know-how acquired from third parties by the Management
Contractor or others acting on its behalf, such persons or entities shall retain all
rights to use or dispose of such information, provided, however, that the Employer
shall have the right to the same to the extent necessary for operation or
maintenance of the Project.

GCC 49.1 Replace fifteen (15) days with twenty eight (28) days

The amount of the Performance Security shall be: Ten (10) percent of the total
Contract Price.

GCC 49.3 The performance security shall be denominated in the currency of the Contract or in other
freely convertible currency acceptable to the ERC and shall be a Bank Guarantee issued
by the Commercial Bank of Ethiopia.
If the Management Contractor fails to provide the Bank Guarantee from Commercial Bank
of Ethiopia, the Management Contractor may issue the Bank Guarantee from a reputed
Chinese Bank counter guaranteed by the Commercial Bank of Ethiopia.

GCC 49.4 Discharge of the Performance Security shall take place: in Ethiopian Railways
Corporation.
The Performance Guarantee shall be released to the Management Contractor within one
(1) month after the expiry of the Contract Period and the fully accomplishment of all
deliverables agreed by the Contract; accompanied by the final report for the effective
performance certified by the ERC.
The performance security shall guarantee the proper and timely performance of all the
Management Contractors obligations under this contract and shall remain valid and be
released within one (1) month after completion of the work and presentation of invoice
certified by the Contract.

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Performance of the Contract
GCC 50.1 Add the following at the end of GCC 50.1.

a) The Management Contractor shall (i) operate, maintain and manage the Services
as specified in the Terms of Reference and (ii) also perform the specific duties set
forth in the Contract as indicated in the Terms of Reference.

b) Standards for Performance of the Services.

The Management Contractor shall perform the Services required under the
Contract in a prudent, reasonable, and efficient manner and in accordance with (i)
Operating Manuals, the Administrative Procedures Manual and applicable vendor
warranties, (ii) the applicable Annual Project Operating Plan and Annual Budget,
(iii) all applicable Laws, (iv) Prudent Railway Practices, (v) the Project Agreements,
(vi) the requirements of any System Contractor, and (vii) all insurance policies
specified in GCC 42. The Management Contractor shall use all reasonable efforts
to optimize the useful life of the Project and to minimize Reimbursable Costs and
Project outages or other unavailability.

c) The Management Contractor's Personnel Standards.

The Management Contractor shall provide as reasonably necessary all labor and
professional, supervisory and managerial personnel as are required to perform the
Services. Such personnel shall be qualified to perform the duties to which they are
assigned and shall meet any requirements for Project personnel under the Project
Agreements. All individuals employed by the Management Contractor to perform
the Services shall be employees of the Management Contractor, and their working
hours, rates of compensation and all other matters relating to their employment
shall be determined solely by the Management Contractor (subject to the
Employer's approval rights with respect to the Annual Budget). With respect to
labor matters, hiring personnel, and employment policies, the Management
Contractor shall comply with all applicable Laws. The Management Contractor
also shall act in a reasonable manner that is consistent with the intent and purpose
of the Contract and with the Management Contractors acknowledgment (hereby
given) that the Management Contractor has no authority to enter into any contracts
with respect to labor matters that purport to bind or otherwise obligate the
Employer.

d) Compliance.
The Management Contractor shall comply with all Laws applicable to the operation,
maintenance and management of the Project and the performance of the Services.
The Management Contractor shall apply for and obtain, and the Employer shall
assist the Management Contractor in applying for and obtaining, all necessary
permits, licenses and approvals (and renewals of the same) required to allow the
Management Contractor to do business or perform the Services in the jurisdictions
where the Services are to be performed. The Management Contractor shall provide

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reasonably necessary assistance to the Employer, to secure permits, licenses, and
approvals (and renewals of the same) that the Employer is required to obtain from
or file with any governmental agency regarding the Project. The Management
Contractor also shall file such reports, notices, and other communications as may
be required by any governmental agency regarding the Project.

e) Operating Records and Reports.

The Management Contractor shall maintain, at a location acceptable to the
Employer, the Project operating logs, records, and reports that document the
operation and maintenance of the Project, all in form and substance sufficient to
meet the Employer's reporting requirements under the Project Agreements. The
Management Contractor shall maintain current revisions of drawings,
specifications, lists, clarifications and other materials related to operation and
maintenance of the Project provided to the Management Contractor by the
Employer and vendors. The Management Contractor shall provide the Employer
reasonably necessary assistance in connection with the Employer's compliance
with reporting requirements under the Project Agreements, applicable Laws or any
other agreement to which the Employer is a party relating to the Project. Such
assistance shall include providing reports, records, logs and other information that
the Employer may reasonably request as to the Project or its operation.

f) No Liens or Encumbrances.
The Management Contractor shall maintain the Project free and clear of all liens
and encumbrances resulting from any action of the Management Contractor or
work done at the request of the Management Contractor, except for such liens or
encumbrances that result directly from nonpayment by the Employer of amounts
due and owing to the Management Contractor under the Contract.

g) No Action.
Except where such action is expressly permitted by the Contract, the Management
Contractor shall not take any action that would cause a default under any Project
Agreement.

h) Emergency Action.
If an emergency endangering the safety or protection of persons, the Project, or
property located near the Project occurs, the Management Contractor shall
promptly notify the Employer and take all necessary action to attempt to prevent or
mitigate any such threatened damage, injury or loss. The Management Contractor
shall make reasonable efforts to minimize any cost associated with remedial action
in case of such an emergency.

i) Action in Extraordinary Circumstances.

In the event that

(A) the Project or major Project equipment suffers an unplanned outage (or the

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Management Contractor reasonably believes that such an occurrence is
imminent), and

(B) the Management Contractor has made reasonable, but unsuccessful, efforts to
notify and communicate with the Employer regarding such occurrence or
imminent occurrence in accordance with the terms of the Contract, then the
Management Contractor shall

(i) take all necessary action to prevent or to mitigate such unplanned outage,

(ii) make reasonable efforts to minimize any cost associated with such
remedial action,

(iii) continue to attempt to notify and communicate with the Employer

regarding the occurrence and the remedial action, and

(iv) shall not expend for such purposes more than an aggregate of the
Amount of cap proposed in the Annual Budget_ for that Contract Year.

GCC 50.2 The Supplier shall perform the Services in Addis Ababa City.

GCC 52.4 Insert the following at the end of GCC 52.4.

The stages for performance of the Services are:

1) Training, Commissioning, Test Run and Trial Operation Period (5 months)
2) Management, Operation and Maintenance Period (1st Year)
3) Management, Operation and Maintenance Period (2nd Year)
4) Management, Operation and Maintenance Period (3rd Year)
5) Technical assistance provision period (7 months in the 4th Year)
6) Further Technical Support provision period (5th Year) (which is subjected to further
agreement)

GCC 55.6 Insert the following at the end of GCC 55.6.

(i) Employer.
The Employer, Lenders and their respective agents and representatives shall have
access at all times to the Project and any documents, materials and records and
accounts relating to Project operations for purposes of inspection and review. Upon
the request of the Employer, Lender or their respective agents and representatives,
the Management Contractor shall make available to such persons or entities and
provide them with access to any operating data and all operating logs.

(ii) Cooperation.
During any inspection or review of the Project, each of the Employer, Lender and
their respective agents and representatives shall use its reasonable commercial
efforts to cause authorized visitors to comply with the Management Contractor's
safety and security procedures and to conduct such inspection and review in a

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manner which causes minimal interference with the Management Contractor's
activities. The Management Contractor agrees to cooperate fully with the
Employer, Lender and their respective agents and representatives in providing
requested information and documentation for the support of any financial or legal
transactions associated with the Project.

GCC 56.2 Delete in its entirety

GCC 56.11 Insert the following at the end of GCC 56.11.

Vendor's Warranties.

For the Employer's benefit, the Management Contractor shall obtain from sellers of
equipment, material, or services (other than the Services), warranties against defects in
materials and workmanship to the extent such warranties are reasonably obtainable, and,
to the extent of any such warranties actually obtained, the Employer releases the
Management Contractor from any further liability arising in respect of such equipment,
material or services (other than the Services) to the extent such liability is covered by any
such warranty. The Management Contractor itself shall not be liable for any such
warranties or for any defects or damage caused by such equipment, material or services
(other than the Services). Upon the Employer's request, the Management Contractor
agrees to take such steps as are necessary, short of litigation, to enforce said warranties.
Each such warranty shall be enforceable by the Employer for the Employer's benefit or
assignable by the Management Contractor to the Employer without any further action or
consent by or on the part of any third party. Unless otherwise requested, the
Management Contractor shall administer such warranties and immediately notify the
Employer of any defects discovered or suspected that may be covered by such
warranties. When requested, the Management Contractor shall assign any such warranty
to the Employer and assist the Employer with the administration and enforcement of such
warranty, or, if such warranty is not assignable to the Employer, assist the Employer with
the administration and enforcement of such warranty.

GCC 56.13 Delete the phrase Ownership of this equipment shall be transferred to the Supplier
without charge. and add the following
The Supplier shall takeover and shall be granted the right to use the whole AALRT
system (including Equipments, spare-parts, facilities, etc) after valued by an independent
expert. The supplier shall remedy for any part or whole of the system for theft, vandalism,
damage, or any such loss except for depreciation and wear-out.

GCC 56.14 Delete the entire Sub-clause and replace with the followings:
On conclusion of the Contract, all equipment, whether purchased by the Supplier through
budgetary costs or transferred into the right to use of the Supplier by the Public Body, will
be transferred, without charge, into the right to use of the Public Body as set out in the
Terms of Reference. However, the Supplier shall be liable that such equipment conforms
to the integrity, function and performance as set out in the Terms of Reference prior to its
transfer to the Public Body. The supplier shall remedy for any part or whole of the system
for theft, vandalism, damage, or any such loss except for depreciation and wear-out as
stated in SCC 56.13.

GCC 56.15 Title to Equipment And Materials.

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Title to all materials, equipment, tools, supplies, consumables, spare parts and other
items purchased or obtained by the Management Contractor on a Reimbursable Cost
basis hereunder shall pass immediately to and vest in the Employer upon the passage of
title from the vendor or supplier thereof, provided, however, that such transfer of title shall
in no way affect the Management Contractor's obligations as set forth in the Contract.

GCC 58.1 Delete the Clause and replace by:

The Parties have agreed to the appointment of the Key Personnel as at the Effective
Date. The Supplier shall procure that any Sub-contractor shall obtain the prior written
consent of the Public Body before removing or replacing any member of the Key
Personnel from their corresponding role during the Term and written notice must be
provided by the Supplier of its intention to replace any member of Key Personnel from
their corresponding role and obtain the Public Bodys approval before replacement.

GCC 58.5 At the end of the Sub-clause, insert the followings:

The Public Body shall fully consult with the Supplier in respect of such nomination. The
Public Body agrees to pay for any additional cost arises out of such nomination.

GCC 58.7 The list of Key Personnel assigned to the Performance of the Services are annexed in
Annex 04 to this Special Conditions of Contract.

Annexes:
Annex 01: Work Schedule
Annex 02: Payment Schedule
Annex 03: Budgetary Schedule
Annex 04: List of Key Personnel Assigned to the Performance of the Services

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