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Grams: TECHNOLOGYE Mail: [email protected]
!"ne: O##: $%&'()'*2(222+*,es: $%&'()'*2+&-2-+
a/: $%&'()'2*&+011+
JAWAHARLAL NEHRU TECHNOLOGICAL UNIVERSITY HYDERABAD(Established by Andhra Pradesh Act No.30 of 2008)
u3atpall45 H46era7a6 ' +)) )0+5 8n6!ra ra6es! 9n6ia;
AGREEMENT
For Providing
ARCHITECTURAL & STRUCTURALCONSULTANCY SERVICES
Agreement No. NTUH!E"!#ICS! !$%$'( ")te* ' '$%(
A+AHARLAL NEHRU TECHNOLOGICAL UNIVERSITY
,U,ATPALLY- HY"ERA#A"' %% %/- AN"HRA PRA"ESH 0IN"IA1
P2one No. %3% 4$(/55- $(/553- F)6 No. * %3% 4 (5/3
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I N D E X
NO DETAILS Page No.1. INDEX
2.
A) Consulting Seri!es
B) Ter"s o# Re#eren!e
C) Gener$l Con%itions o# Contr$!t
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AGREEMENT
This agreement made on the 19-12-2012 between the
A+AHARLAL NEHRU TECHNOLOGICAL UNIVERSITY
HY"ERA#A" (University)having its Office at Kuat!a""y #yderabad $
%00 0&% re!resented by its 'hief ngineer (here-in after ca""ed the
University) which e!ression* sha"" un"ess re!ugnant to the sub+ect or
contet or the meaning thereof* inc"ude his authori,ed re!resentatives
and ssignees on the first !art*
AN"
M!7 88888888888888888888888888888888888888888- ('onsu"tants)
having their registered office at re!resented by their authori,ed
!artner* (here-in after ca""ed the 'onsu"tant) which e!ression* sha""
un"ess re!ugnant to sub+ect or contet or the meaning thereof* inc"ude
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their !artners and administrators re!resentatives and !ermitted
assignees on the second !art.
CONSULTING SERVICES
'onsu"tant / M!788888888888888888888888888888 0Con79:t)nt71
SNo
S9; ?or@1 E7tim)tedCo7t
Period o>?or@
1
I1 et out be"ow are the terms and conditions under which M!7
888888888888
88888888888888888888888888888888888888888888888888888888888888 *have agreed to carry out for TU# the above mentioned
assignment s!ecified in the attached Terms of 3eference.
1. 4or administrative !ur!oses 'hief ngineer* TU# has
been assigned to administer the assignment and to
!rovide the consu"tant with a"" re"evant information
needs to carry out the assignment. The services wi"" be
re5uired for wors for the wors as referred above and
for a !eriod as mentioned above from the agreement
date.
2. The 'hief ngineer* TU# may find it necessary to
!ost!one or cance" the assignment and 6 or shorten or
etend its duration. #owever* every effort wi"" be made
to give you* as ear"y as !ossib"e* notice of any such
changes. 7n the event of termination* the Con79:t)nt7-
sha"" be !aid for the services rendered for carrying out
the assignment to the date of termination* and the
Con79:t)nt7- wi"" !rovide the 'hief ngineer* TU#with any re!orts or !arts thereof* or any other
information and documentation gathered under this
greement !rior to the date of termination. 7n the rare
circumstances if the wor cannot be grounded for
reasons beyond the contro" of the University. The
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'onsu"tants sha"" be !aid %08 u! to the stage of
services he has com!"eted.
. The service to be !erformed* the estimated time to be
s!ent* and the re!orts to be submitted wi"" be in
accordance with the attached.
:. This agreement its meaning and inter!retation and the
re"ation between the !arties wi"" be governed by the
"aws of Union of 7ndia.
%. This greement wi"" become effective u!on confirmation
of this "etter on beha"f of Con79:t)nt7- and wi""
terminate as and when the wor is com!"eted or such
other date as mutua""y agreed between the 'hief
ngineer* TU# and Con79:t)nt7.
II1The 'hief ngineer* TU# wi"" !ay the consu"tancy charges to
Con79:t)nt7-!ayab"e within 0 days on recei!t of invoice asfo""ows/
1. fter a!!rova" of schematic drawings ; submissionof
.T.
2. fter a!!rova" of tructura" ?rawings 1%8> .T.
. fter a!!rova" of woring ?rawings 1%8 >.T.
:. fter a!!rova" of water su!!"y ;
?rainage* "ectrica" ?rawings 1%8 >.T.
%. fter com!"etion of 3'' structure wors 208 >.T.
@. fter com!"etion of wor 208 >.T.
III1 The above fee inc"udes a"" the costs re"ated to carrying outthe services* inc"uding overhead and any other taes im!osed on
Con79:t)nt7 wi"" be res!onsib"e for a!!ro!riate insurance
coverage. 7n this regard* the Con79:t)nt7 sha"" maintain
worers com!ensation* em!"oyment "iabi"ity insurance* for their
staff on the assignment. The rchitects sha"" a"so maintain
com!rehensive genera" "iabi"ity insurance* inc"uding contractua"
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"iabi"ity coverage ade5uate to cover the indemnity of ob"igation
against a"" damage costs ; charges ; e!enses for in+ury to any
!erson or damage to any !ro!erty arising out or* in connection
with the services which resu"ts from the fau"t of the rchitects or
it staff. The Con79:t)nt7 sha"" !rovide the 'hief ngineer* TU#
with certification thereof u!on re5uest.
IV1 The Con79:t)nt7 indemnify and ho"d harm"ess the 'hief
ngineer* TU# against any and a"" c"aims* demands and 6 or
+udgments of any nature brought against the 'hief ngineer*
TU# arising out of the services by Con79:t)nt7- under this
greement. The ob"igation under this !aragra!h sha"" survive the
termination of this agreement.
V1The rchitects agree that any manufacturing or construction
form with which they might be associated it wi"" not be e"igib"e to
!artici!ate in bidding for any goods or wors resu"ting from orassociated with the !ro+ect of which this consu"ting agreement
forms a !art.
VI1 "" fina" !"ans* drawings* s!ecification* designs* re!orts and
other documents or soft ware submitted by the Con79:t)nt7-in
the !erformance of the service sha"" become and remain the
!ro!erty of the 'hief ngineer* TU#. The rchitects may retain
a co!y of such documents but sha"" not use them for !ur!ose
unre"ated to this contract without the !rior written a!!rova" of
the 'hief ngineer* TU# (i.e. a"" origina" tracings sha"" be
furnished to the University after the wor is com!"eted).
VII1 The rchitect undertae to carry out the assignment in
accordance with the highest standard of !rofessiona" and ethica"
com!etence and integrity* having due regard to the nature and
!ur!ose of the assignment and to ensure that the staff assigned
to !erform the services under this agreement* wi"" conduct
themse"ves in a manner consistent herewith.
VIII1 The Con79:t)nt7- sha"" !ay the taes* duties fee* "evies
and other im!ositions "evied under the a!!"icab"e "aw and the
c"ient sha"" !erform such duties in this regard to the deduction of
such ta as may be "awfu""y im!osed.
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I1 The Con79:t)nt7 a"so agree that a"" now"edge and
information not within the !ub"ic domain which may ac5uired
during the carrying out of this agreement* sha"" be* for a""
time and for a"" !ur!ose* regard as strict"y confidentia" and he"d
in confidence* and sha"" not be direct"y or indirect"y disc"osed to
any !erson whatsoever* ece!t with the written !ermission of
the 'hief ngineer* TU#* Kuat!a""y* #yderabad.
A"ace / for Con79:t)nt7.
?ate / (ignature of uthori,ed3e!resentative
on beha"f 'onsu"tant)
(ignature ; ame ofthe
'"ientBs3e!resentative)
ttached / Terms of 3eference.
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TERMS OF REFERENCE
O#ECTIVES*The 'onsu"tants are re5uired to !re!are detai"ed
!"ans* estimates* structura" designs for a"" 'ivi"* "ectrica"* water
su!!"y and sanitary arrangements and site deve"o!ment !"ans in
res!ect of the bui"dings and to !re!are bid documents.
$. TAS,S TO #E CARRIE" OUT* rchitectura" and tructura"
ngineering 'onsu"tancy services to be given by the 'onsu"tants
sha"" be as under.
0)1 PreB)r)tion o> 7@et=2 B:)n7*
0i1 Are!are !re"iminary draft "ine setches with in the area of
"imitations !rescribed ; a"so !re!are notes sufficient to
e!"ain the rchitects genera" understanding of the
re5uirements furnished to them so as to ensure economica"
and functiona" design conce!t.0ii1 ?iscuss the draft setches with the 'hief ngineer and the
University ngineer of TU# and mae such modifications as
suggested.
0;1 Pre:imin)r dr)?ing7 *
0i1 Are!are a detai"ed "ayout !"an showing contours* invert "eve"s
wherever necessary together with the etensions and roads
!ro!osed. The detai"ed !"an sha"" inc"ude a"" necessary data
re"ating to the eisting uti"ity services streets* !avements
ad+oining !ro!erties and boundaries.
0ii1 Are!are !re"iminary designs for the !ro!osed bui"dings. The
!re"iminary rchitectura" designs shou"d indicate to the same
sca"e* the "ayout of furniture !ro!osed to be !"aced in the
rooms6waiting areas.
0iii1 Aartici!ate in the discussions with the University uthorities
for c"earing the !re"iminary designs from their side. The
modifications re5uired may have to be carried out.
0=1 +or@ing dr)?ing7 *
0i1 Ar=2ite=t9r): & Str9=t9r): dr)?ing7 *fter fina"i,ation of
the !re"iminary designs wor in !re!aration of detai"edrchitectura" drawings with !"ans* e"evations* sections detai"s
of +oinery* staircases* rai"ing and standard amenities etc.* and
a"" the re"evant detai"s necessary for eecution of wor has to
be taen u!.
0ii1 E:e=tri=): :)o9t7 *Are!aration of e"ectrica" "ayouts showing
the entire distribution system inc"uding interna" and eterna"
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e"ectrification detai"s* designs of substation and generators
etc.*
0iii1 S)nit)r )nd ?)ter 79BB: :) o9t7 * u!!"y of "ayouts
showing the above !i!e "ines as we"" as detai"ed drawings for
eecution of wor. terna" system for water su!!"y and
drawings arrangements* designs* of eterna" drainage and
sewerage dis!osa" systems and garbage dis!osa" system.0iv1 Me=2)ni=): Servi=e7 * Are!aration of schematic drawings
for cei"ings 5uotations from various "ift agencies and air
conditioning firms.
0v1 Are!aration of schematic !ro!osa"s showing !rovision to meet
re5uirements for fire fighting re"ations and
0vi1 L)nd7=)Bing dr)?ing7 * ?rawings showing areas to be
"andsca!ed* water bodies etc.*
"" the re5uired detai"s shou"d be shown in the site deve"o!ment
!"ans.
0d1 E7tim)te7 )nd Str9=t9r): "e7ign7*0i1 Are!are detai"ed estimates and s!ecification for the bui"dings
inc"uding a"" interna" and eterna" services* such as* water
su!!"y* sanitary* sanitary and e"ectrica". terna" drainage*
sewerage and garbage dis!osa" systems. ?ata or item rates
shou"d be wored out fo""owing the 3 of AC?* 3;< and A#.
0ii1 Are!are detai"ed structura" ana"ysis* designs and structura"
drawings fo""owing re"evant 7 'odes.
0e1 #i; "o=9ment7*
0i1 Are!are bid documents after obtaining standard form of bid
documents from the University. Ten sets of bid documents
sha"" be !re!ared and su!!"ied as a !art of the contract.
0>1 Site In7Be=tion*
'onsu"tants sha"" ins!ect the wors !eriodica""y to a!!raise
themse"ves of !ro!er inter!retation of designs* drawings and their
im!"ementation. ?uring construction the 'onsu"tants sha"" visit the
sites !eriodica""y at different stages of construction and at"east once in
a month during finishing stage. The consu"tant shou"d mae si free
visits to the sites. The actua" trave" e!enditure for the additiona" visits
as !er the re5uest wi"" be reimbursed.
(. S=2ed9:e >or =omB:etion o> t)7@7*
0i1etch A"ans / 1% days from the date of award ofconsu"tancy.
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0ii1Are"iminary ?esigns / 1% days from the date of obtainingc"earance for the setch !"ans.0iii1Coring drawings (fina" drawings) / 21 days from the date ofa!!rova" of
drawings by theUniversity.0iv1stimates and tructura" / 21 days from the date of designs to the
woring drawings.0v1
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5. The University has the o!tion to do by itse"f or to su!!"ement to
any other agency any of the above items of there is de"ay on
the !art of consu"tant in furnishing them* du"y deducting the
!ayment for that item of wor. 4or any de"ays in com!"etion
the tass stated in c"ause- above* by the 'onsu"tants the
University reserves the tight to im!ose a !ena"ty for each day of de"ay*as fo""ows 3s. %006- !er day.
D. FEES*
The University agrees to !ay to the consu"tantBs fee at 1.:08 >
service ta on the origina" estimate cost* which inc"udes cost of
civi" wors* water su!!"y and sanitary* e"ectrica" wors or 'D
which ever is "ower. rchitects fee for the rchitectura" and
ngineering !rofessiona" services to be rendered by the
rchitects in re"ation to the said wor as sti!u"ated '"ause-*
here-in-after ca""ed the E4F. The fee inc"udes site visits to
various cam!uses sites.
D. $ The University agrees to !ay to the consu"tantBs fee at 1.2%8>
service ta on the origina" estimate cost* which inc"udes cost of
civi" wors* water su!!"y and sanitary* e"ectrica" wors or 'D
which ever is "ess for simi"ar wors in the same cam!us and
simi"ar wors in the other cam!us.
/. Term7 o> P)ment.
1. fter a!!rova" of schematic drawings ; submissionof
.T.
2. fter a!!rova" of tructura" ?rawings 1%8> .T.
. fter a!!rova" of woring ?rawings 1%8 >.T.
:. fter a!!rova" of water su!!"y ;
?rainage* "ectrica" ?rawings 1%8 >.T.
%. fter com!"etion of 3'' structure wors 208 >.T.
@. fter com!"etion of wor 208 >.T.
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. users meeting wi"" be convened com!rising the fo""owing!ersonne"* so that any changes and6or deviations can beincor!orated in the !"anning stage itse"f.
0)1 'hief ngineer
0;1 University ngineer0=1 Aro+ect ngineer6?y. ecutive ngineer
%. Revie? reBort7*
review committee consisting of fo""owing Officers of theUniversity wi"" review a"" re!orts of the rchitects (7nce!tion* !rogress*intermediate and draft fina") and suggest any modifications6changesconsidered necessary with in 1% days of the recei!t.
0)1 'hief ngineer
0;1 University ngineer0=1 Aro+ect ngineer6?y. ecutive ngineer
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GENERAL CON"ITIONS OF CONTRACT
. "e>inition7*
Un"ess the contet otherwise re5uires* the fo""owing terms whenever
used in this contract have the fo""owing meanings/
a) E!!"icab"e Gaw/ means the "aws and any other instruments having the
force of "aw in the HovernmentBs country (or in such other country asmay be s!ecified)* as they may be issued and in force from time to timeI
b) E
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o) Eub-'onsu"tantF means any entity to which the 'onsu"tants sub
contract any !art of the ervices in accordance with the !rovisions of
H''I and
!) EThird AartyF means any !erson or entity other than the Hovernment*
the '"ient* the 'onsu"tants or a ub-consu"tant
5) The consu"tants sha"" invariab"y fo""ow a"" bui"dings and design codesinc"uding
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.5.$ otice wi"" be deemed to be effective as s!ecified in the '.
.5.( !arty may change its address for notice hereunder by giving the
other Aarty notice of such change !ursuant to the !rovisions "isted in the
' with res!ect to '"ause [email protected]. of Henera" 'onditions of 'ontract.
.D Lo=)tion
The services sha"" be !erformed at such "ocations as are s!ecified inco!e of CorB hereto and* where the "ocation of a !articu"ar tas is not
so s!ecified* at such "ocations* as the '"ient may a!!rove.
./ A9t2orit o> Mem;er in C2)rge
7n case the 'onsu"tants consist of a +oint venture of more than one
entity* the Jembers hereby authori,e the entity s!ecified in the ' to
act on their beha"f in eercising a"" the 'onsu"tants rights and ob"igations
towards the '"ient under this 'ontract* inc"uding without "imitation the
receiving of instructions and !ayments from the '"ient.. A9t2oried ReBre7ent)tive7
ny action re5uired or !ermitted to be taen* and any document
re5uired or !ermitted to be eecuted* under this 'ontract by the '"ient
or the 'onsu"tants may be taen or eecuted by the officia"s s!ecified in
the '.
.% T)6e7 )nd "9tie7
?uring the currency of the contract deduction of income ta at 2.008
sha"" be made from the gross va"ue of each bi"" of the contract* thecontract va"ue of which is in ecess of 3s.10*0006- for deduction of ta at
rates "ower than 2.008 !rocedure sti!u"ated under section 19:-'(:) of
7ncome Ta ct* 19@1 sha"" be fo""owed. ervice Ta at 12.@8 sha"" be
recovered from the Hross va"ue of each bi"" of the contract other
a!!"icab"e taes sha"" be recovered.
Un"ess otherwise s!ecified in the !ecia" 'onditions* the 'onsu"tants sha""
!ay such taes* duties* fees and other im!ositions as may be "evied
under the !!"icab"e Gaw. The consu"tant fee is inc"usive of a"" a!!"icab"eservice* cess and taes as !rescribed by the Hovernment of 7ndia.
$ COMMENCEMENT- COMPLETION- MO"IFICATION & TERMINATION
OF CONTRACT*
$. E>>e=tivene77 o> Contr)=t
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This 'ontract sha"" come into force and effect on the date (the Effective
?ateF) of the '"ientBs notice to the 'onsu"tants instructing the
'onsu"tants to being carrying out the ervices. This notice sha"" confirm
that the effectiveness conditions* if any "isted in the ' have been met.
$.$ Termin)tion o> Contr)=t >or F)i:9re to #e=ome E>>e=tive
7f this 'ontract has not become effective within such time !eriod afterthe date of the 'ontract signed by the Aarties as sha"" be s!ecified in the
!ecia" 'ondition* by not "ess than four (:) wees written notice to the
other Aarty* dec"are this 'ontract to be nu"" and void* and in the event of
such a dec"aration by either Aarty* neither Aarty sha"" have any c"aim
against the other Aarty with res!ect hereto.
$.( Commen=ement o> Servi=e7
The 'onsu"tants sha"" abide by the time !eriod after the ffective ?ate
as s!ecified in the s!ecia" conditions fai"ing which the consu"tants stands"iab"e for !ena" action such as recommendation for cance""ation of the
"icense of 'ounci" of rchitects6Junici!a" uthorities.
$.3 E6Bir)tion o> Contr)=t
Un"ess terminated ear"ier !ursuant to '"ause 2.& of Henera" 'onditions
of 'ontract hereof* this 'ontract sha"" e!ire when services have been
com!"eted and a"" !ayments inc"uding !erformance security have been
made at the end of such time !eriod after the ffective ?ate as sha"" be
s!ecified in the '.$. Entire Agreement
This 'ontract contains a"" covenants* sti!u"ations and !rovisions agreed
by the Aarties. o agent or re!resentative of either Aarty has authority
to mae* and the Aarties sha"" not be bound by or be "iab"e for* any
statement* re!resentation* !romise or agreement not set forth herein.
$.5 Modi>i=)tion
Jodification of the terms and conditions of this 'ontract* inc"uding any
modification of the sco!e of the ervices* may on"y be made by writtenagreement between the Aarties and sha"" not be effective unti" the
consent of the
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$.D For=e M)
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". ESTIMATE STAGE*
i. To !re!are estimate for the sco!e of wor as !er the drawings
a!!roved given as !er the !re"iminary setch designs* ade5uate to
de!ict the sa"ient features of the !ro+ect and submit the same for
a!!rova" of the em!"oyer. The consu"tant sha"" obtain !rior
a!!rova" for technica" s!ecifications being !ro!osed in theestimate stage.
ii. To !re!are stimates* detai"ed
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The consu"ting architects sha"" not mae any change in
design6drawing* which may have any financia" im!"ication* without
the !rior consent of the em!"oyer.
$.D. P)ment7
Aayments sha"" be made as !er agreed terms ; conditions
communicated by ?irector*
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c"ause 2.& of Henera" 'onditions of 'ontract herein above* within thirty
(0) days of recei!t of such notice of sus!ension or within such further
!eriod as the '"ient may have subse5uent"y a!!roved in writingI
b) if the 'onsu"tants become (or* if the 'onsu"tants consist of more than
one entity* if any of their members becomes) inso"vent or banru!t or
enter into any agreements with their creditors for re"ief of debt or taeadvantage of any "aw for the benefit of debtors or go into "i5uidation or
receivershi! whether com!u"sory or vo"untaryI
c) if the 'onsu"tants fai"s to com!"y with any fina" decision reached as a
resu"t of arbitration !roceedings !ursuant to '"ause & of Henera"
'onditions of 'ontract hereofI
d) if the 'onsu"tants submit to the '"ient a statement which has a materia"
effect on the rights* ob"igations or interests of the '"ient and which the
'onsu"tants now to be fa"seIe) if* as the resu"t of 4orce Ja+eure* the 'onsu"tants are unab"e to !erform
a materia" !ortion of the ervices for a !eriod of not "ess than sity (@0)
daysI or
f) if the c"ient* in its so"e discretion and for any reason whatsoever* decides
to terminates this contract.
g) 7f the 'onsu"tant* in the +udgment of the '"ient has engaged in corru!t or
fraudu"ent !ractices in com!eting for or in eecuting the 'ontract* for
the !ur!ose of this '"ause/E'orru!t !racticeF means the offering* giving* receiving or so"iciting of
anything of va"ue to inf"uence the action of a !ub"ic officia" in the
se"ection !rocess or in contract eecution.
Efraudu"ent !racticeF means a misre!resentation of facts in order to
inf"uence a se"ection !rocess or the eecution of a contract to the
detriment of the
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events s!ecified in !aragra!hs (a) through (d) of this '"ause 2.&.1 of
Henera" 'onditions of 'ontract terminate this 'ontract.
a) if the c"ient fai"s to !ay any money due to the consu"tants !ursuant to
this contract and not sub+ect to dis!ute !ursuant to '"ause & hereof
within forty-five (:%) days after receiving written notice from the
consu"tants that such !ayment is overdueIb) if the c"ient is in materia" breach of its ob"igation !ursuant to this
contract and has not remedied the same within forty five (:%) days (or
such "onger !eriod as the consu"tants may have subse5uent"y a!!roved
in writing ) fo""owing the recei!t by the c"ient of the consu"tants notice
s!ecifying such breachI
c) if* as the resu"t of 4orce Ja+eure* the 'onsu"tants are unab"e to !erform
a materia" !ortion of the services for a !eriod of not "ess than sity (@0)
daysI ord) if the c"ient fai"s to com!"y with any fina" decision reached as a resu"t of
arbitration !ursuant to '"ause & of Henera" 'onditions of 'ontract
hereofI
$./.( Ce77)tion o> Rig2t7 )nd O;:ig)tion7
U!on termination of this 'ontract !ursuant to '"auses 2.2 or 2.& of
Henera" 'onditions of 'ontract hereof* or u!on e!iration of this
'ontract !ursuant to '"ause 2.: of Henera" 'onditions of 'ontract
hereof* a"" rights and ob"igations of the !arties hereunder sha"" cease*ece!tI
uch rights and ob"igations as may have accrued on the date of
termination or e!irationI
The ob"igation of confidentia"ity set forth in '"ause .1 of Henera"
'onditions of 'ontract hereofI
The consu"tants ob"igation to !ermit ins!ection* co!ying and auditing of
their accounts and records set forth in '"ause .: of Henera" 'onditions
of 'ontract andny right which a Aarty may have under the !!"icab"e Gaw.
(. Con>identi):it*
The 'onsu"tants* their sub-consu"tants and the Aersonne" of either of
them sha"" not* either during the term or within two (2) years after the
e!iration of this 'ontract* disc"ose any !ro!rietary or confidentia"
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information re"ating to the Aro+ect* the ervices* this 'ontract or the
'"ientBs business or o!erations without the !rior written consent of the
'"ient.
(.$ Li);i:it o> t2e Con79:t)nt7*
ub+ect to additiona" !rovisions* if any* set forth in the '* the
'onsu"tantBs "iabi"ity under this 'ontract sha"" be as !rovided by the!!"icab"e Gaw.
$.( Con79:t)nt7 A=tion7 re9iring =:ient7 Brior )BBrov):
The 'onsu"tants sha"" obtain the c"ientBs !rior a!!rova" in writing before
taing any of the fo""owing actions/
a) a!!oint such members of the Aersonne" as are "isted in 4orm $ 7DB
(E'onsu"tantBs sub-consu"tants and Key Aersonne")I
b) entering into a sub-contract for the !erformance of any !art of the
ervices* it being understood (7) that the se"ection of the sub-consu"tantand the terms and conditions of the sub-contract sha"" have been
a!!roved in writing by the c"ient !rior to the eecution of the sub-
contract* (ii) that the consu"tants sha"" remain fu""y "iab"e for the
!erformance of the ervices by the sub-consu"tant and its Aersonne"
!ursuant to this contractI and (iii) sha"" !ermit the
t2e =:ient
"" !"ans* drawings* s!ecifications* designs* re!orts* other documentsand software !re!ared by the 'onsu"tants for the c"ient under this
contract sha"" become and remain the !ro!erty of the c"ient* and the
consu"tants sha""* not "ater than u!on termination or e!iration of this
contract de"iver a"" such documents to the c"ient* together with a
detai"ed inventory thereof. The consu"tants may retain a co!y of such
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documents and software. 3estrictions about the future use of these
documents and software* if any sha"" be s!ecified in the '.
(.5 E9iBment )nd m)teri): >9rni72ed ; t2e C:ient
5ui!ment and materia"s made avai"ab"e to the consu"tants by the
c"ient* or !urchased by the consu"tants with funds !rovided by the c"ient*
sha"" be the !ro!erty of the c"ient and sha"" be mared according"y.U!on termination or e!iration of this contract* the consu"tants sha""
mae avai"ab"e to the c"ient an inventory of such e5ui!ment and
materia"s and sha"" dis!ose of such e5ui!ment and materia"s in
accordance with the c"ientBs instructions. Chi"e in !ossession of such
e5ui!ment and materia"s* the consu"tants* un"ess otherwise instructed
by the '"ient in writing* sha"" insure them at the e!ense of the c"ient in
an amount e5ua" to their fu"" re!"acement va"ue.
3 CONSULTANTS PERSONNEL
3. Gener):
The 'onsu"tants sha"" em!"oy and !rovide such 5ua"ified and e!erience
!ersonne" as are re5uired to carry out the services.
3.$ "e7=riBtion o> Ber7onne:
a) The tit"es* agreed +ob descri!tions* minimum 5ua"ification and estimated
!eriods* of engagement in the carrying out of the services of each of the
'onsu"tantBs Key Aersonne" are described in 4orm - 7DB. 7f any of the Key!ersonne" has a"ready been a!!roved by the c"ients his6her name is
"isted as we"".
b) 7f re5uired to com!"y with the !rovisions re"evant of '"auses of this
'ontract* ad+ustments with res!ect to the estimated !eriods of
engagement of Key Aersonne" set forth in 4orm - 7DB may be made by
the 'onsu"tants by written notice to the '"ient* !rovided (7) that such
ad+ustments sha"" not a"ter the origina""y estimated !eriod of
engagement of any individua" by more than 108 or one wee*whichever is "arger* and (ii) that the aggregate of such ad+ustments sha""
not cause !ayments under this 'ontract to eceed the cei"ings set forth
in '"ause @.1 (b) of Henera" 'onditions of 'ontract of this 'ontract. ny
other such ad+ustments sha"" on"y be made with the '"ientBs written
a!!rova".
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c) 7f additiona" wor is re5uired beyond the sco!e of the ervices s!ecified
in co!e of CorB* the estimated !eriods of engagement of Key
Aersonne" set forth in 4orm - 7DB may be increased by agreement in
writing between the c"ient and the 'onsu"tants* !rovided that any such
increase sha"" not* ece!t as otherwise agreed* cause !ayments under
this 'ontract to eceed the cei"ings set forth.3.( ABBrov): o> Per7onne:*
The Key Aersonne" and ub-consu"tants "isted by tit"e as we"" as by name
in 4orm - 7DB are hereby a!!roved by the c"ient. 7n res!ect of other Key
Aersonne" which the consu"tants !ro!ose to use in the carrying out of
the ervices* the 'onsu"tants sha"" submit to the c"ient for review and
a!!rova" a co!y of their biogra!hica" data and (in the case of ey
!ersonne" to be used within the country of the Hovernment). 7f the
'"ient does not ob+ect in writing (stating the reasons for the ob+ection)within twenty-one (21) ca"endar days from the date of recei!t of such
biogra!hica" data and (if a!!"icab"e) such certificate* such ey !ersonne"
sha"" be deemed to have been a!!roved by the c"ient.
3.3 Remov): )nd ! or ReB:)=ement o> Per7onne:
a) ce!t as the '"ient may otherwise agree* no changes sha"" be made in
the Key !ersonne". 7f* for any reason beyond the reasonab"e contro" of
the 'onsu"tants* it becomes necessary to re!"ace any of the Aersonne"*
the consu"tants sha"" forthwith !rovide as a re!"acement a !erson ofe5uiva"ent or better 5ua"ified.
b) 7f the '"ient (i) finds that any of the Aersonne" has committed serious
misconduct or has been charged with having committed a crimina"
action* or (ii) has reasonab"e cause to be dissatisfied with the
!erformance of any of the !ersonne"* then the consu"tants sha""* at the
c"ientBs written re5uest s!ecifying the grounds therefore* forthwith
!rovide as a re!"acement a !erson better 5ua"ified and e!erience
acce!tab"e to the '"ient.c) ny of the Aersonne" !rovided as a re!"acement under '"auses (a) and
(b) above* the rate of remuneration a!!"icab"e to such !erson* the
consu"tant sha"" borne a"" such remuneration at his own cost.
3. Re7ident Pro
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7f re5uired by the '* the 'onsu"tants sha"" ensure that at a"" times
during the 'onsu"tantBs !erformance of the ervices in the
HovernmentBs country a resident !ro+ect manager* acce!tab"e to the
'"ient* sha"" tae charge of the !erformance of such ervices.
O#LIGATIONS OF THE CLIENT
. A77i7t)n=e )nd E6emBtion7Un"ess otherwise s!ecified in the '* the '"ient sha"" use its best efforts
to ensure that the Hovernment sha""/
a) !rovide the 'onsu"tants* ub-consu"tants and Aersonne" with wor
!ermits and such other documents as sha"" be necessary to enab"e the
'onsu"tants* ub-consu"tants or Aersonne" to !erform the ervicesI
b) ssist the 'onsu"tants and the Aersonne" and any ub-consu"tants
em!"oyed by the 'onsu"tants for the ervices from any re5uirement to
register or obtain any !ermit to !ractice their !rofession or to estab"ishthemse"ves either individua""y or as a cor!orate entity according to the
!!"icab"e GawI
c) Arovide to the 'onsu"tants* ub-consu"tants and Aersonne" any such
other assistance as may be s!ecified in the '.
.$ A==e77 to Site
The '"ient warrants that the 'onsu"tants sha"" have* free of charge*
unim!eded access to the !ro!osed site in the HovernmentBs country in
res!ect of which access is re5uired for the !erformance of the ervices.The 'onsu"tant wi"" be res!onsib"e for any damage to such "and or any
!ro!erty thereon resu"ting from such access and wi"" indemnify the
'"ient and each of the Aersonne" in res!ect of "iabi"ity for any such
damage* un"ess such damage is caused by the defau"t or neg"igence of
the 'onsu"tants or any sub-consu"tant or the Aersonne" of either of them.
.( C2)nge in t2e ABB:i=);:e L)?*
7f* after the date of this 'ontract* there is any change in the !!"icab"e
Gaw with res!ect to taes and duties which increased or decreases thecost or reimbursab"e e!enses incurred by the 'onsu"tants in !erforming
the ervices* then the remuneration and reimbursab"e e!enses
otherwise !ayab"e to the 'onsu"tants under this 'ontract sha"" be
increased or decreased according"y by agreement between the Aarties
hereto* and corres!onding ad+ustments sha"" be made to the cei"ing
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amounts s!ecified. ny change in the a!!"icab"e "aw during the currency
of the agreement henceforth wi"" be a!!"icab"e
.3 P)ment
7n consideration of the ervices !erformed by the 'onsu"tants under this
contract* the '"ient sha"" mae to the 'onsu"tants such !ayments and in
such manner as is !rovided E"sewhereF of this contract.5 FAIRNESS AN" GOO" FAITH
5. Good F)it2
The Aarties undertae to act in good faith with res!ect to each otherBs
rights under this 'ontract and to ado!t a"" reasonab"e measures to
ensure the rea"i,ation of the ob+ectives of this contract.
5.$ OBer)tion o> t2e Contr)=t
The Aarties recogni,e that it is im!ractica" in this 'ontract to !rovide for
every contingency which may arise during the "ife of the 'ontract* andthe Aarties hereby agree that it is their intention that this 'ontract sha""
o!erate fair"y as between them* and without detriment to the interest of
either of them* and that* if during the term of this 'ontract either Aarty
be"ieves that this 'ontract is o!erating unfair"y* the Aarties wi"" use their
best efforts to agree on such action as may be necessary to remove the
cause or causes of such unfairness* but no fai"ure to agree on any
action !ursuant to this '"ause sha"" give rise to a dis!ute sub+ect to
arbitration in accordance with '"ause H' & hereof.D SETTLEMENT OF "ISUPUTES
D. Ami=);:e Sett:ement
The Aarties sha"" use their best efforts to sett"e amicab"y a"" dis!utes
arising out of our in connection with this 'ontract or the inter!retation
thereof.
#owever* ece!t as otherwise !roviding in the contract* any dis!utes
and differences arising out of or re"ating to the contract sha"" be referred
to ad+udication as fo""ows/). Sett:ement o> ):: =:)im7 9B to R7.%-%%%!' in v):9e )nd ;e:o? ;
?) o> )r;itr)tion to ;e re>erred )7 >o::o?7*
'"aims u! to 3s.10*0006- in va"ue 'hief ngineer* TU# .'"aims above 3s.10*0006- and u! to%0*0006- in va"ue
'hief ngineer (3;
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;. Sett:ement o> ):: =:)im7 );ove R7.%-%%%!' in v):9e
"" c"aims above 3s.%0*0006- in va"ue sha"" be decided by the 'ivi" 'ourt
of com!etent +urisdiction by way of regu"ar civi" suit and not by
arbitration.
/. Ar;itr)tion
The arbitration !roceedings wi"" be conducted in accordance with the!rovisions of the rbitration ct* 19:0 and as amended from time to
time. The arbitrator sha"" invariab"y give reasons in the award.
reference for ad+udication under this c"auses sha"" be made by either
!arty to the contract within si months from the date of intimating the
contractor of the !re!aration of fina" bi"" or his having acce!ted !ayment
which ever is ear"ier.