ARTICLE OF AGREEMENT

This AGREEMENT made this Day of 10th April,2017 between WESTINGHOUSE

SAXBY FARMER LIMITED (A Government Company), 17 CONVENT ROAD,

ENTALY, KOLKATA – 700 014 (Hereinafter referred to as the PRINCIPAL, which

expression shall unless excluded by or repugnant to the context include their successors

in office, assignees, administrators and representative) of the ONE PART.

 AND

A.K. HIRISE PRIVATE LIMITED, Kolkata West International City Unit No. A/08/05,

Salop More, P.O. Bankara, Dist. Howrah PIN 711 403 (Hereinafter referred to as the

CONTRACTOR which expression shall unless excluded by or repugnant to the context

include its successors in office, their assignees, their heirs, administrators and

representatives) of the OTHER PART.

WHEREAS

a. The PRINCIPAL is desirous to execute and complete the job of “Construction of

R.C.C. Bridge over river Gomati near Hemnagar Coastal Police Station G.P.

Jogeshgunj, P.S. & Block Hingalgunj, Dist. North 24 Parganas.

b. The Client has awarded the job to the PRINCIPAL vide their Work Order/Memo No.

WSFL/CEP/AKHPL/SAD/17-0197 Dt. 07.04.2017 of the Associate Chief Engineer

of W.S.F.L., a Government of West Bengal Company.

c. The PRINCIPAL has floated a e-tender vide N.I.T. No. WSFL/CEP/ACE/NIT-

24(e)/2015-16 dated 08.02.2016 Tender I.D, - 2016_WSFL_71102_1. for selection of

the contractor for the job construction of R.C.C. Bridge over Gomati near Hemnagar

Coastal Police Station G.P. Jogeshgunj, P.S. & Block Hingalgunj, Dist North 24

Parganas under Sundarban Development Affairs.”

d. The CONTRACTOR has been selected among all the bidders in terms of its technical

and managerial capacity and cost involvement to the PRINCIPAL vide the offer

submitted by the CONTRACTOR.

e. The PRINCIPAL has assigned Sri Joy Dutta, Executive Engineer/C,E,P as Project–

in-Charge (PIC) for controlling and monitoring the project activities on behalf of the

PRINCIPAL.

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS :

1. The PRINCIPAL shall assign the job to the CONTRACTOR as per terms and
conditions stated hereinafter in the agreement.

2. The following documents shall be deemed to form and be read and construed as part
of this Agreement viz.

i. NIT
 ii. General Terms and Conditions

iii. Special Terms and Conditions

iv. Tender form

v. Estimated Rates provided by the PRINCIPAL in BOQ.

vi. Work Order ref. No WSFL/CEP/AKHPL/SAD/17-0197 Dt. 07.04.2017 issued

by the PRINCIPAL.

vii. Agreement No. 02/SDB/WSFL/2016-17 dated 23.03.2017 between

SUNDERBAN DEVELOPMENT BOARD (CLIENT) and the PRINCIPAL.

viii. Standard Specification as per IS Code.

3. SPECIFICATION & MEASUREMENTS:

3.1 All works shall be carried out by the CONTRACTOR as per Drawing BOQ & IS

Specifications, Tender Stipulations Decision & Direction issued by the

CLIENT /PIC of PRINCIPAL from time to time.

3.2 The measurement of works shall be done jointly by the PRINCIPAL and the

CONTRACTOR /Authorised representatives of CONTRACTOR and entered by

the PRINCIPAL in the measurement books. No further claim what-so-ever from

CONTRACTOR’s end shall be entertained.

3.3 In consideration of the payments to be made by the PRINCIPAL to

CONTRACTOR as hereinafter mentioned, the CONTRACTOR hereby covenants

with the PRINCIPAL to execute, complete and maintain the permanent works in

conformity in all respects with specifications and other provisions of the Contract.

3.4 The contractor shall extend all necessity cooperation required during the site visit

of PRINCIPAL AND/OR CLIENT officials from time to time.

4.0 GENERAL TERMS AND CONDITIONS:

4.1. Machinery, Equipment, Tools & Tackles: All machinery, equipments, tools &
tackles required for the work shall be arranged / purchased by the
CONTRACTOR at their own cost. These should be in good & running condition,
having full efficiency. Spares of such machinery, equipments, tools & tackles, etc.
shall be kept at site to avoid stoppage of very important work.
4.2.1 Site Facilities :-

4.2.2 The site of work will be handed over to the CONTRACTOR in “As is where is”
condition. In case of any underground or overhead obstruction, the
CONTRACTOR shall bear necessary charges for their removal/shifting

4.2.3 The CONTRACTOR shall make arrangement for necessary accommodation of

labour Supervisors and Officials at their own cost including site offices for site
Engineers of CLIENT & PRINCIPAL, arrangement of construction & drinking
water, toilets including sanitary arrangements & adequate power at site (electrical
power) for night work, running the pumps & other machinery as required in the
work. Suitable accommodation for whole time stay of Site-in-
Charge & other Engineers & Staffs of PRINCIPAL is to be provided in the nearby
area at the cost of the CONTRACTOR.

4.2.4 Watch & Ward at site round the clock for guarding all material-machinery etc.
shall be arranged by the CONTRACTOR at their own cost.

4.2.5 The CONTRACTOR shall have to post experienced technical personnel at site
and all instruction will be given to him by the PRINCIPAL. He shall also be
responsible for maintaining liaison with CLIENT in matters regarding execution
of the work. In absence of any such technical person, no permission will be given
to the CONTRACTOR for executing any job.

4.2.6 The CONTRACTOR shall made access roads for movement of equipments,
labour, machinery to the work front at their own cost.

4.2.7 The CONTRACTOR shall provide a vehicle to the officers of the PRINCIPAL
for project supervision and monitoring as and when required.

4.3 Completion time :

Time is the essence of Contract. Therefore, the work allotted to the

CONTRACTOR is to be completed in all respect within the stipulated time (18
months) specified in the work order of the CONTRACTOR. The entire work shall
have to be executed by the CONTRACTOR under their direct supervision &
control and can not be sublet to any other agency under any circumstances. The
date of commencement of the work will be reckoned from the date of work order
of the CONTRACTOR issued by the PRINCIPAL.

4.4 Penal Provision :

4.4.1. If the work is not completed within stipulated time mentioned in the tender
document the executing agency will impose penalty @0.25% (Zero Point two
five) percent of the project cost per week will be charged for the first six (6)
months and thereafter @0.50% of the project cost per week till actual completion.
Such penalty shall be deductible from the payments due to the contractor.

4.5 Employment of Labour

Local skilled and unskilled labour may have to be engaged by the

CONTRACTOR in the work as per minimum wages norms of W.B. Govt.
Engagement of child labour at the constructional area by the contractor is
strictly prohibited.

5) STATUTORY COMPLIANCE :

5.1 Labour License: Labour License under Contract Labour (R & A) Act will be
obtained by the CONTRACTOR and rules thereof will have to be followed by the
CONTRACTOR. License fees thereof and premium towards Workmen
Compensation & other Insurance, shall have to be maintained by the
CONTRACTOR as per the norms of the Contract Labour (R&A) Act. The
CONTRACTOR shall comply with all statutory Rules & Regulations in
connection with the said Act including maintaining all Registers and engagement
of Contract Labour and the payment of minimum wages thereof including any
other statutory payment as per Laws of Land. The CONTRACTOR shall submit
photocopies of monthly Challan of P.F. contribution of their employees to the
PRINCIPAL.

5.2 Provident Fund : It is obligatory on the part of the CONTRACTOR to

provide P.F. facilities to their employees as per Provisions of Employees’
Provident Fund Act 1952 & Pension Scheme 1995.
The CONTRACTOR shall submit photocopies of monthly Challan of P.F.
contribution of their employees to the PRINCIPAL

5.3 Professional Tax : The CONTRACTOR shall also deduct the amount from his
employees on regular basis as P.Tax and will remit to P.Tax Authority on regular
basis as per Provision (s) of West Bengal Professional Tax Act & Rules there
under.

5.4 Employees State Insurance (ESI) : Under Employees State Insurance Act 1948
Rules and Regulation 1950, the CONTRACTOR shall deposit contribution in
Form 6 and submit the challans every month to the PRINCIPAL.

5.5 Deduction due to Non-Compliance of Statutory Obligation: The PRINCIPAL

shall keep/deduct necessary amount as applicable from each bill as withheld for
future liability which might cause financial injury and other damages to the
 PRINCIPAL for the failure of the CONTRACTOR to comply with various such
Legal Obligation.

6. STATUTORY DEDUCTIONS:

6.1 Sales Tax/Value Added Tax/Central Sales Tax:

CONTRACTOR shall be liable to pay Sales Tax as provided in Section 6D of the

Bengal Finance (ST) 1941 West Bengal Sales Act 1954 (Rule 6) /VAT under

Section 24(1) /24(1)(b) of the West Bengal Value Added Tax Added Tax Act

2003/Central Sales Tax Act 1956 (Rule 5(i) on work value as applicable.

6.2 Income Tax :

CONTRACTOR shall be liable to pay Income Tax as applicable under Section

194(C) of I.T. Act 1961 (Rule 12 of the IT Rule 1962).

6.3 Security Deposit:

Total Security Deposit @ 10.0% (Ten percent) shall be deducted from each R/A

bill of the CONTRACTOR after adjusting deposited EMD amount. The said

Security Deposit Money in full will be released to the CONTRACTOR after

expiry of defect liability period for the job executed in terms of the conditions of

this agreement. No interest would be paid on the Security Deposit Money.

6.4 Royalty:

6.4.1. In case where Royalty/Cess is deposited by the CONTRACTOR, only the

receipts of payment of Royalty/Cess are to be submitted to the PRINCIPAL

6.4.2. Non-appliance of the above, the Royalty /Cess amount will be deducted the

bills of the CONTRACTOR as per prevailing norms/rules of the Government

Service Tax :

Service Tax shall be paid extra, if applicable, subject to payment made by the
client in this account.

7. OTHER TERMS & CONDITIONS

7.1 The CONTRACTOR shall have to maintain the whole of the permanent work in a
thoroughly sound, substantial, efficient & perfect condition during the security
period as stipulated in the contract with the CLIENT/PRINCIPAL, remedying at
 the cost of the CONTRACTOR and to he satisfaction of the CLIENT/PRINCIPAL
any defects which may become apparent prior to handling over & during the Defect
Liability Period (as fixed by the Client) arising out of defective workmanship or
default, neglect or omission on the part of the CONTRACTOR notwithstanding
that the CLIENT has used portions of the work before the whole of the work were
completed during the Defect Liability Period (as fixed by the Client) . All tools,
plant, machinery, superintendence, labour and other devices of all kinds necessary
for such maintenance of the work during Defect Liability Period (as fixed by the
Client) are to be supplied by the CONTRACTOR at their own expenses.

7.2 The site of work should be made clear after completion of all work up to the entire
satisfaction of the PRINCIPAL

7.3 The CONTRACTOR shall not go on arbitration under any circumstances. In case of
any dispute of any nature, the same shall be amicably settled with the PRINCIPAL
on mutual discussion.

7.4 Quantity specified in the Specified Price Schedule may vary to any extent by way
of addition/deletion of any item as may be required for proper execution of the
work for which no extra claim will be entertained under any circumstances.
However, the total value of all executed works including the said variation shall
have to be kept within the order value i.e Rs.3,98,88,662.76.

7.5 The CONTRACTOR shall take all responsibility for taking necessary precautionary
measures to prevent any nuisance or inconvenience to the owners/tenants or
occupiers and to general public & shall take effective measure against such
nuisance/inconvenience as deemed fit at their own cost including taking effective
protection of all streams and waterways.

7.6 No claim whatsoever shall be entertained for idle establishment, detention / loss of
contractors, labour and conveyance etc. arising out of any reason whatsoever.

7.7 The CONTRACTOR shall take all necessary precaution at their own cost for the

safety of their workmen and of general public. The work must be done in such a

way as not to damage any property, existing structure and public utility services

during the execution period. All claims arising out of any damage to the existing

structures or properties in executing the work shall be borne by the

CONTRACTOR.

7.8 The CONTRACTOR shall submit Photographs of work site along with monthly

progress report for maintaining record of physical progress of work at site.

 7.9 All risks on account of railway or road carriage or carriage by boat including loss or

damage of vehicle boats, barges materials or labour will have to borne by the

CONTRACTOR.

7.10 The CONTRACTOR shall make all endeavours to expedite the recoveries of

bills/payments from Client.

8. RATES:-

The rates of the CONTRACTOR for the work shall be 0.028161% (Zero point

zero two eight one six one percent) below with the ESTIMATED AMOUNT put

to tender. The rates of the CONTRACTOR shall be inclusive of the cost of

labour, tools & tackles, plants & machineries, all testing, cost of consumables &

all other charges including statutory obligations and charges, miscellaneous

expenses etc. The rates quoted by the CONTRACTOR shall remain firm during

the pendency of the Contract for any extent of increase/decrease in the quantity

& increase in the market rates. No price escalation will be entertained even for

the work executed within the extended period, if any.

9. PAYMENT :-

9.1 Interest free Mobilisation advance up to 10% of the contract value in two (2)

equal phases may be allowed only after getting the sum from the client and

against submission of irrevocable Bank Guarantee in favour of Westinghouse

Saxby Farmer Limited as per prescribed Proforma from any scheduled bank

for equivalent amount.

9.2 Deduction of mobilisation advance shall be made on prorate basis subject

to realisation of entire mobilisation advance within the period of 90% contract

value executed.

9.3 Payment against the R/A Bills & Final Bill of the Contractor shall be

made by WSFL after submission of the bill by the Contractor with

necessary Test Report and allied documents after certification by the

 Project In Charge. The Contractor shall have to submit the monthly P.F

challans, Quarterly return under VAT ACT along with photo copy of

Challans for certification of the payment. In case of non-submission of the

above documents no payment will be released from the concerned

department. R/A/ bill will not be entertained below Rupees 50 (Fifteen

Only) Rs.50.0 (fifty) lac. Any Payment will be made only after fund

received from Client.

9.4 In case of dispute of any nature, the decision of the Managing Director of the
PRINCIPAL shall be final and binding upon the CONTRACTOR.

IN WITNESSTHE WHEREOF the parties to these presents have hereto set and
subscribed their respective hands & seals, the day month and year first above written

Signed for and on behalf of

CONTRACTOR WESTINGHOUSE SAXBY FARMER LTD.

Witness:

1. 1.

2. 2.