Common use of Operation & Maintenance Clause in Contracts

Operation & Maintenance. 18.1 O&M obligations of the Concessionaire 18.1.1 During the Operation Period, the Concessionaire shall operate and maintain the Rail System in accordance with this Agreement either by itself, or through the O&M Contractor and if required, modify, repair or otherwise make improvements to the Rail System to comply with the provisions of this Agreement, Applicable Laws and Applicable Permits, and conform to Specifications and Standards and Good Industry Practice. Provided that notwithstanding anything to the contrary contained in this Agreement, Parties may mutually agree for MOR to undertake the maintenance of the Rail System at the cost of the Concessionaire to be calculated in accordance with provisions of Schedule-M. The obligations of the Concessionaire hereunder shall include: (a) permitting safe, smooth and uninterrupted flow of traffic on the Rail System during normal operating conditions; (b) minimising disruption to traffic in the event of accidents or other incidents affecting the safety and use of the Rail System by providing a rapid and effective response and maintaining liaison with emergency services of the State and the Zonal Railway; (c) carrying out periodic preventive maintenance of the Rail System; (d) undertaking routine maintenance including prompt repairs of track, via ducts, [tunnels, underpasses, skywalks], joints, drains, embankments, structures, signaling systems, communication systems, lighting and Traction System; (e) undertaking major maintenance such as track replacement, repairs to structures, repairs and refurbishment of signaling and communication system, overhaul of Traction System and other equipment; (f) preventing, with the assistance of the concerned law enforcement agencies, any encroachments on the Rail System; (g) protection of the environment and provision of equipment and materials therefor; (h) maintenance of all communication, control and administrative systems necessary for the efficient operation of the Rail System; (i) maintaining a public relations unit to interface with and attend to suggestions from the Users, government agencies, media and other agencies; (j) complying with Safety Requirements in accordance with Article 19; and (k) operation and maintenance of all Project Assets diligently and efficiently and in accordance with Good Industry Practice. (l) maintaining a high standard of cleanliness and hygiene on the Rail System. 18.1.2 The Concessionaire shall remove promptly from the Rail System all surplus construction machinery and materials, waste materials (including hazardous materials and waste water), rubbish and other debris (including, without limitation, accident debris) and keep the Rail System in a clean, tidy and orderly condition, and in conformity with the Applicable Laws, Applicable Permits and Good Industry Practice. 18.1.3 The Concessionaire shall maintain, in conformity with Good Industry Practice, all stretches of approach roads, over-passes, under-passes or other structures situated on the Site but not forming part of the Rail System.

Operation & Maintenance. 18.1 O&M obligations AND REPAIR OF THE SYSTEM --------------------------------------------------- A. During the Initial Term, FTV shall be responsible, at its sole expense (including training), for the maintenance and repair of the Concessionaire 18.1.1 During the Operation Period, the Concessionaire shall operate and maintain the Rail System in accordance with this Agreement either by itself, or through the O&M Contractor and if required, modify, repair or otherwise make improvements to the Rail System to comply with the provisions of this Agreement, Applicable Laws and Applicable Permits, and conform to Specifications and Standards and Good Industry Practice. Provided that notwithstanding anything to the contrary contained in this Agreement, Parties may mutually agree for MOR to undertake the maintenance of the Rail System at the cost of the Concessionaire to be calculated in accordance with provisions of Schedule-M. The obligations of the Concessionaire hereunder shall include: (a) permitting safe, smooth and uninterrupted flow of traffic on the Rail System during normal operating conditions; (b) minimising disruption to traffic in the event of accidents or other incidents affecting the safety and use of the Rail System by providing a rapid and effective response and maintaining liaison with emergency services of the State and the Zonal Railway; (c) carrying out periodic preventive maintenance of the Rail System; (d) undertaking routine maintenance including prompt repairs of track, via ducts, [tunnels, underpasses, skywalks], joints, drains, embankments, structures, signaling systems, communication systems, lighting and Traction System; (e) undertaking major maintenance such as track replacement, repairs to structures, repairs and refurbishment of signaling and communication system, overhaul of Traction System and other equipment; (f) preventing, with the assistance of the concerned law enforcement agencies, any encroachments on the Rail System; (g) protection of the environment and provision of equipment and materials therefor; (h) maintenance of all communication, control and administrative systems necessary for the efficient operation of the Rail System; (i) maintaining a public relations unit to interface with and attend to suggestions from the Users, government agencies, media and other agencies; (j) complying with Safety Requirements in accordance with Article 19; and (k) operation and maintenance of all Project Assets diligently and efficiently and in accordance with Good Industry Practice. (l) maintaining a high standard of cleanliness and hygiene on the Rail System. 18.1.2 The Concessionaire shall remove promptly from the Rail System all surplus construction machinery and materials, waste materials (including hazardous materials and waste water), rubbish and other debris (including, without limitation, accident debris) the provision of Basic Maintenance Services), the IRU Fibers and keep any common equipment on the Rail System, all pursuant to the operations specifications set forth on Exhibit F. FTV shall maintain the System and the --------- IRU Fibers at all times in good working order and in a clean, tidy and orderly safe condition, and in conformity with the Applicable Lawsoperations specifications set forth on Exhibit F and all --------- applicable laws and regulations. FTV, Applicable Permits at ELI's sole expense and Good Industry Practiceat FTV's then prevailing rates, shall repair damage caused by ELI's negligence or willful misconduct or ELI's elective maintenance or repair requests. During the Initial Term, the Enhanced Maintenance Services, however, shall be provided at ELI's cost at the price stated in Paragraph X.B. of this Agreement. FTV shall not be responsible for any maintenance or repair of any ▇▇▇ equipment except as set ------ forth above. 18.1.3 The Concessionaire B. FTV may subcontract for maintenance and restoration services hereunder. All such subcontractors shall maintainperform their work in accordance with the applicable specifications contained in this Agreement and the Exhibits attached -------- hereto, and industry standards. C. ▇▇▇ shall perform all maintenance on ▇▇▇ equipment on the System. However, in conformity the event FTV agrees to perform repair or maintenance with Good Industry Practicerespect to such ▇▇▇ equipment, ▇▇▇ shall pay for all stretches repair and maintenance of approach roadssuch equipment performed by FTV at FTV's rates then in effect. FTV shall, over-passesupon written request, under-passes provide ▇▇▇ notice of FTV's rates for repair and maintenance. ▇▇▇ reserves the right to perform maintenance on any of its own equipment, except as expressly restricted by this Agreement. ------ D. Upon notification from ▇▇▇ of any Service Interruption, FTV shall immediately begin to mobilize FTV crews and make its best effort to achieve necessary repairs or restoration, in accordance with the procedures set forth in Exhibit F. FTV shall, without limiting the above, make its best efforts to --------- restore service within four (4) hours in the case of Cable cuts or other structures situated on significant physical damage and within one (1) hour in the Site but case of Service Interruptions caused by other circumstances. For purposes hereof, "best efforts" means activities and performance consistent with prudent industry practice, and response times that do not forming jeopardize the health and safety of employees or agents of FTV or ▇▇▇. In the event the Service Interruption is not cured within such four (4) or one (1) hour period, ▇▇▇ may perform maintenance and repair services subject to the provisions of applicable R of W Agreements. In such event, ▇▇▇ may access any part of the Rail System reasonably necessary to perform such service. In the event ▇▇▇ requires FTV personnel to unlock any FTV facility, FTV shall cooperate fully with ▇▇▇ to allow ▇▇▇ access. In those parts of the System that ▇▇▇ does not require FTV personnel to enter FTV facilities, ▇▇▇ shall provide FTV with oral notification of those parts of the System that were entered as soon as possible. ▇▇▇ shall only use the preceding rights to enter the System to the extent necessary for emergency situations. FTV shall reimburse ▇▇▇ its Direct Costs and out-of-pocket expenses of providing such maintenance services. ▇▇▇ shall provide reasonable supporting documentation for its Direct Costs. E. FTV shall use a degree of care in performing repair and maintenance pursuant to this Agreement that equals or exceeds that which is normal and customary in the telecommunications industry. F. In the event ▇▇▇ notifies FTV of a need for repair to the System, or of damage to the System that results from a specific accident or disaster, or deterioration of the fibers in the System requiring replacement of fibers ("Damage or Deterioration"), FTV, at its cost, shall promptly repair such Damage or Deterioration using its best efforts as defined in Paragraph VII.D. above. However, if the Damage or Deterioration is due to the negligence or willful misconduct of FTV or ▇▇▇, the party responsible for such Damage or Deterioration shall be responsible for the costs of repairing the System to the extent the Damage or Deterioration was caused by such party. FTV and ▇▇▇ shall cooperate reasonably with each other to collect any available insurance proceeds and to resolve any disputes with insurance carriers regarding the availability of insurance proceeds to repair any Damage or Deterioration to the System. G. ▇▇▇ shall pay FTV's invoice for ELI's proportionate amount of the cost to repair the Damage or Deterioration within thirty (30) days after receipt of the invoice. Upon request by ▇▇▇, FTV shall promptly provide the necessary substantiating information that will allow ▇▇▇ to verify the accuracy of the invoice. H. After the Initial Term, FTV and ▇▇▇ shall meet to renegotiate the terms under which FTV will continue to provide the Basic Maintenance Services and the Enhanced Maintenance Services, if any. If FTV and ▇▇▇ are unable to agree on the terms under which FTV will continue to provide such services, ▇▇▇ shall have the right to perform such services itself or to select an independent contractor to perform such work. The selection of an independent contractor and all agreements with such contractor must be approved by FTV, which approval shall not be unreasonably withheld. The agreements with such contractor shall require it to: (1) maintain insurance coverages not less than those required by Article XII of this Agreement entitled Insurance and to provide FTV evidence of such --------- coverage upon request;