PROJECT OFFICE ADDRESS AFCONS INFRASTRUCTURE LIMITED BSRDC Elevated Road Project D-8, Sudha Home Town Apartment Pipra (Chatna), Parsa Bazar, Parsa Sampatchak Road, Patna, Bihar - 804453 Ref: AFC/LOV/Q. S/SK/08 Prism Consulting Engineers C-11, Nand Dham Ind, Estate, Marol Maroshi Road, Opp. jalaram Stores, Andheri (E), Mumbal- 400059 @ _ Mobile: 9883300278 E-mail: prismcon: Kind attn: Mr. Prem Pandey ing.engx@emailcom (AFCORS) | ATCONSIWFRASTRUCTORE INITED | Date- 7Sep 2022 Sub: — Design services of Electrical and Lightening works for Construction of Elevated /At Grade Road (Length: 8.86 KM) along Eastern side of Patna - Gaya Railway Line from Mithapur to Ram Govind Singh Mahuli Halt at Patna in the State of Bihar on EPC Mode.” Ref: Dear Sir, PCE/TEN/AFC/2022/250/R1 Date 16-Aug-2022 With reference to the above and the subsequent discussions we had with you, we are pleased to issue this Consultancy Work Order (WO) to you for the subject work on the following terms and conditions: 1, General Definitions & abbreviations: e@ I Authority/Employer Authority's Engineer Project Contractor Electrical Consultant | Certifying Authority Main Contract 2, Project Details: LN, Malviya Infra Projects Pvt.Ltd “Construction of Elev Patna - Gaya Rallway Line from Mithapur to Ram Govind Singh Mahuli Halt at Patna in the State of Bihar on EPC Mode.”. | Afcons Infrastructure Ltd. | Prism Consulting Engineers Authority / Authority's Engineer | Bihar State Road Development Corporation Limited (BSRDCL) 7At Grade Road (Length: 8.86 KM) along Eastern side of SY Regd. Office : Afvous House, 16, Shab Industri! Es “Tel 41-22-6719 1000 / 2673 0042 Fan(AFCORS) | a While the contractor is responsible for a larger scope of work for execution of Construction of Elevated /At Grade Road (Length 8.86KM) along eastern side of Patna -Gaya Railway Line on EPC mode, the scope of work for the Electrical Consultant is limited to Elevated Portion from Chainage 3. Detailed Scope of Work: 3.1, The scope of work of the Electrical Consultant during detailed design stage shall be as follows: a, Preparation of Design basis Report, Detailed Design, and Submission & Approval drawings for elevated & at grade Road Lighting complete with Electrical Power Distribution from Authority. 3.2, Deliverables: 1 Design Basis Report. 2 Detailed Design of Road lighting, 3 Detailed Design of elevated Corridor Lighting, 4 Preparation of Lighting design layouts. 5 Preparation of Lux level calculations 6 Detailed BoQ with technical specifications for inviting tenders from Vendors. 7 Proposed cost estimates of the works. 7 Resolve queties during approval from Authority. 8 Technical parameters report to support the tender document for Vendors. 9 Response /Clarification on queries from Vendors. 110 Testing Methodology for the performance of the Lighting system. 12 Site coordination, attending technical meetings as and when required at site during execution. The details sequence of work shall be followed as per flow chart as attached. 4. General Obligations of the Electrical Consultant: a) The Electrical Consultant shall make all efforts that staff as per the organization chart proposed by Flectrical Consultant is associated with this project til necessary approvals for Designs and Drawings are obtained. However, if for any cause beyond the reasonable control of the Electrical Consultant it becomes necessary to replace any of the said staff then the same shall be done by providing an equivalent replacement, in terms of qualifications and experience, which confirms to the Authority's requirements and with prior approval of the Contractor. bb) The Electrical Consultant shall submit an organization chart and provide an exclusive team to take up design work under this work order at Electrical Consultant's office. The same team will coordinate with all stakeholders for expediting design approval this team may need to go to site as per emergency for expediting approvals. This team will support Contractor for the specified tasks and will maintain confidentiality of the work as required under the main Contract, ie. between the Employer/Authority and the Contractor. ©) The Electrical Consultant shall take reasonable measures to design an economical system consistent with the Standards and Specifications. 4) The design engineer of the Electrical Consultant shall support the Contractor's representative in follow up for approval of design/drawings and attend all design related geqfyiypEwith Authority /Authority’s Engineer, f \ IN \ Mt oa \ea\\ Page? of 11 wl WO ni) ))(AFEORS) ©) The Flectrical Consultant is an independent party and not an employee of the Contractor and shall not have any right or authority, express or implied, to create or assume any obligation of any kind or nature whatsoover on behalf of the Contractor, or to accept legal process, or to make any warranty oF representation on behalf of Contractor, incur any obligation or to render the Contractor able in uy aooreaerchmteoever unless otherwise specially authorized by the Contractor in writing, The Electrical can ttaat tat! work exclusively for the Contractor in respect ofthe services to be provided under this Work Order. 1} Nothing in this Work Order shall constitute or be deemed to constitute an association, partnership, quasi partnership, or joint venture between the Parties or to impose a trust, partnership oF aii. partnership duty, obligation, or lability between the Parties, Both Parties shall be related to cach othet en 2 Principal-t-Principal basis only, there is no formation of any kind of agency between the parties inter se. 4) Provide assistance in the Contractor's Claim subject to the claims relating to the services of the Blectrical Consultant. 5. Time Schedule: «The Start date for the design consultancy works ts 10-Sep-22 and documents shall be to the contractor as per the schedule duly approved by the contractor. As Appendix A, «Time is the essence of any contract, and the Electrical Consultant shall mrake all reasonable efforts to comply with the agreed programme and shall mobilize its resources within the agreed period to deliver the services as defined herein in accordance with the construction programme, to be agreed between the parties such that the Contractor has a reasonable period available for the proper finalization and approval of the submission within the deadline. «© The Detailed schedule for deliverables will be worked out in such manner to suit the construction schedule and all reasonable efforts shall be made to provide the drawings required for construction in a timely manner. However, the schedule of deliverables in brief is attached herewith as Appendix A. + During detailed design stage, the Electrical Consultant shall perform the services with due diligence and comply with the instructions of the Contractor issued from time to time provided that such instructions are reasonable. The Electrical Consultantshall make reasonable efforts for timely submission of designs & drawings and get all necessary approvals in such a Way that work is not hampered at any stage of construction, «If at any time the Contractor considers that the Electrical Consultant is without good reason not discharging its obligations, the Contractor shall notify accordingly to enable the consultant to make good the performance. If satisfactory reply is not received within 10 days and the progress is not made good, the Contractor may at its own discretion, by a further notice of 7 days, terminate the agreement. The Blectrical Consultant shall immediately make arrangement to stop the services and minimise expenditure. Nothing extra shall be payable inthis regard but accounts up to the termination cate shall become due as certified by the engineer in charge. + ‘The Balance work of Electrical Consultant shall he done through external agency at the risk and cost of Blectrical Consultant. a) Review of the documents submitted by the contractor (| \) yh(AECORS) | ee All reports, documents submitted to the Blectrical Consultant by the contractor shall be reviewed and commented by them within 10 working days, In case of resubmission (after revisions) of these reports, approvals/ acceptance shall be given within 5 working days. However, ifany additional time ff required, Electrical Consultant shall approach the contractor with justification for the consideration. b) Review ofthe drawings and designs submitted by the Electrical Consultant: ‘All drawings and drawings submitted to contractor by the Electrical Consultant shall be reviewed ‘and commented by them within 7 days . Itis considered otherwise agreed to by the contractor, ©) Responsibility for obtaining the approvals: ‘The responsibility for obtaining all approvals from proof consultant and authority engineer is with the Electrical Consultant. However, the Contractor will facilitate organizing for any meetings with the proof consultant and the authority engineer for resolving the issues, If any by mutual discussion s of a. List of Documents to be provided by Contractor: 1. Contract Technical Specifications 2. General Arrangement Drawing of Elevated Road (For Reference Only) b. The Contractor shall from time to time forward the details and information provided by the Authority. c. Provision of necessary data pertaining to temporary structures in time so that the permanent structure design can consider these requirements. G. As Built Drawing of the Existing Structures from Concerned Authorities €. Construction program ‘Any other data required to complete the assignment are to be made available 7. Professional Fees/ Design Consultancy Fees: 7.1 Schedule of Detailed Electrical Consultancy charges are as follows: Design Consultancy Fees INR 17,00,000/- (Rupees Seventeen Lakhs only) excluding GST Design Consultancy Fees INR 17,00,000/- (Rupees Seventeen Lakhs only) excluding GST 7.2NOTE: ‘© The total professional fees shall be paid in INR only. «Electrical Consultant shall be liable and responsible for complying with the tax laws of country. Page 4 of 1.(AFCOMS)| os * Electrical Consult; ant shal submit atthe end of every month an invoice clearly indicating the submittals during the month brief description of the work carried out. the amount payable as per the statutory norms and necessary TDS cert effect. GST shall be paid extra, as per prevailing Government of India rales * The indicated fees are inclusive of all cost expenses and nothing extra other than payable. However, as and when the representative of the Electrical Consultant is required at site to attend technical meeting the expenses towards travel, lodging, boarding, Local conveyance and feod sen Payable extra as per the actuals by the Contractor. s including personnel insurance cover, sick pay, and medical through a variation instructed by the Contractor shall be * Upon signing the agreement, the Electrical Consultant shall submit its detailed work program and Proposed organization chart to the Contractor for approval and continue to perform ite obligations piiclly adhering tothe approved programme, Schedule of Deliverable inline with programme shall als, be submitted by Electrical Consultant. * The Electrical Consultant shall Provide revisions to the program upon instruction from the Contractor Provided that such revisions are reasonable and mutually agreed. * Allreasonable revisions/ iterations changes in design & drawings required to be made as per comments of Authority /Authority’s Engineer /Design Director/ Proof Consultant/ Safety consultant during course of discussion and approvals are considered to be included in the fees. * No payment shall be released to the Electrical Consultant till submission of documents and tll such time compliances under the Main Contract which the Electrical Consultant is to comply are made and proof thereof submitted to the Contractor and accepted by the Authority /Authority’s Engineer, * Any changes required due to changes in input by the Contractor, changes made by Authority or after approval of design & drawings by Authority /Authority’s Engineer shall be dealt with as per Variation Clause no 10 of this Work Order. In the event of no variations the consultancy fee shall remain fied till successful completion of project. 8. Payment Schedule/ Deliverables & Taxes: a. All_payments for each of the main following payments items shall be based on a pro-rata basis based on a mutually agreed percentage of completion of each of the below payment items: % OF x Description Total 1 a 1_| Detailed design basis report & Concept Design 20.00% | _3,40,000.0 2 | Schematic Drawing & Design Development for cent submission & | 15 aay | 255.0000 | 0 '3_| GFC Drawings with Client approval 25.00% | 4,25,0000 |__| Submission of Detailed BOQ, Tech, Specification & cost estimate for aan Tendering of Work. Page Sof_5__| Site visit during execution for verification checking the work, | 10.00% | _1,70,000.0 6 _| Final Report — [10.00% | 1,70,000.0 | 6 | Total ‘100% | 17,00,000 | 9. Insurance: a) From the date of commencement of the performance of Electrical Consultancy Services, the Flectrical Consultant shall provide a Professional Indemnity Insurance (PII) for a sum equal to work order value ic, INR 17,00,000/- (Rupees Seventeen Lakhs only). ‘The Electrical Consultant's PII will be maintained throughout the Construction period (three years) and till the end of Defect liability period (four years) of the Main Contract from the date of this Consultancy Work Order. Further to above Pil Policy should also be provided for the followings: - (i) Policy should contain “Contractor and Authority's” name under the Clause “Principal's Indemnit 36 arising out of Electrical Consultant's scope (i). Given PI Policy should be “primary policy” for all los of work, (iv) The PIl Policy submitted by the Electrical Consultant shall meet Authority's requirements, b) The Electrical Consultant shall, without absolving hhis obligation and responsibilities, undertake ‘Workmen's compensation / Personal accident insurance policy for his personnel at his own expense at least for the period of his personals travels/ stays related to work of the project. 10, Variation in scope; In case of any variation in scope in respect of this Work Order which may be necessitated out of revision by Authority or reasons beyond the control of the Electrical Consultant (such as changes in the scope of work), the Contractor will pay to the Electrical Consultant, for the additional services, provided the same has not resulted out of the Electrical Consultant's defaults or nox-compliance of instructions. Before any positive/ negative variation is performed, the value thereof to Electrical Consultant shall be determined by mutual agreement of the parties hereto along with agreed changes to the programme. The value of an ‘omission shall be computed on the basis of the estimated cost to Electrical Consultant which would have been incurred had the services not been omitted, No additional work shall be undertaken by the Blectrical Consultant without a written instruction of the Contractor. However, following changes are not to be considered under Variations or Change in Scope: # Any modification, changes or repetitions of work which are not considered by Authority as a variation / Change of Scope provided that the required changes are reasonable and would be deemed part of the standard design process, 11, Governing Law: ‘This order shall be governed by and construed in accordance with the laws of INDIA. The Court at Bombay shall have exclusive jurisdiction to try all disputes between the parties under the said Work Order. Page Gof ILAFCONS)| & A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 (INDIA) or other substantively similar legislations to enforce any of its terms. 13. Language: The communication between the Parties shall be in English only. In the event of any dispute over interpretation of language, the English version shall prevail 14. Confidentiality: a) The Electrical Consultant shall not sell, assign or in any way transfer to any third party its obligations e@ and interests arising out of or connected to this work order without first obtaining the prior written consent of the Contractor. b) All information received in any form to this Work Order shall be treated as confidential by the Electrical Consultant and shall not be used other than for the purposes of this Work Order without prior written ‘consent of the party providing the information. However, such restriction shall cease to exist after expiry offive (5) years from the date of this Consultancy Work Order. ‘The following should be identified as not falling within the definition of confidential information: © Information, which is or becomes generally available to the public, other than as a result of a breach of confidentiality by the Electrical Consultant. © Information which was already known to Electrical Consultant on a non-confidential basis prior to being furnished to Electrical Consultant or was developed by Electrical Consultant independently without referring to any disclosure by Contractor. (© Information which becomes available to Electrical Consultant on a non-confidential basis from a source other than Contractor; and © Information which Electrical Consultant is required to disclose under applicable law or by order of a ‘competent court. 15. Liability of The Consultant; 15.1 Limit of Liability If several parties are liable in connection with the project, the Electrical Consultant's liability shall be limited to such a share of the damages payable, which corresponds to the degree that the Electrical Consultant's fault contributed to the damage caused to the contractor as compared to the other liable parties. The Electrical Consultant's lability under this Agreement and otherwise with respect to the Services, provided hereunder shall be limited to the total aggregate amount payable to the consultant under this Agreement. Page 7of 1(AFCOMS) | ge The Consultant shall under no circumstances be liable under this agreement or otherwise in connection with the Services for any loss or damage arising from factors beyond its reasonable control, or for loss of production, product, property, or profits, or any indirect, incidental, or consequential loss or damage of whatsoever nature. 15,3 Duration of contractual liability Any claims by the Client for an alleged negligent act, error, or omission by the Consultant and execution of the services shall be presented in writing by the contractor to the consultant immediately upon discovery and in any event no later than one (1) month after its discovery. The Hability of the Consultant shall in all cases expire twelve (12) months after the provisional completion is issued by the client to the contractor. in the conduct 154 Retention Pay: 2% retention pay shall be deducted from every RA bill and it shall not be more than 10% of the contract value. 15.5 Liguidated Damages If the Consultant delays the contractor in the provision of services, then the Consultant shall pay to the contractor liquidated damages for such default not as a penalty (which sum shall be the only monies due from the Consultant for such default) for every week or part of a week. The contractor may deduct the amount of such damages from any monies due o to become due to the Consultant. The payment of such liquidated damages for delay shall not relieve the Consultant from his obligation to complete the Services, or from any other of his obligations and liabilities under this Agreement. If the Consultant delays the contractor in the provision of services, the contractor will be entitled to deduct liquidated damages from the Agreement amount as follows: 0.30% of the Agreement Sum per calendar day up to a maximum aggregate amount of 20% of this Agreement amount. @ 6. Ethics: ‘The Members shall conduct themselves in accordance with high ethical standards and in compliance with all applicable laws including without limitation of Local and International Laws prohibiting bribery and other forms of corruption. The Parties undertake to one another that they (including their respective officers, directors, employees and agents) shall not directly or indirectly through any third patty or person pay, offer, promise, or authorise payment of, any monies or anything of value to any official with the intent or the purpase of inducing the official to use his or her influence to affect a government act or decision in order to obtain, retain, or direct any business or obtain any other improper advantage including in connection with the Proposal, the Services or the Project. For these purposes, ‘official includes any official agent, or employee, or the close relative of any official, agent, or emptoyce, of any level of government of ‘the Country where the Projectis located (the "Government"), any department, agency, or any entity that is wholly owned or controlled by the Government, any international public organisation, any recognised political party in the Country where the Project is located, or any candidate for political office in the Country where the Project is located. 17. Intellectual Property Rights: ‘The ownership of all documents, designs and drawings prepared under this work 963 Contractor upon receipt of lh milestone payment by the Elect (aie aor ramen seen ee(AFCONS)| Se, Consultant shall comply with all the stipulation under the Main Contract in this regard. The Intellectual Property Rights will be retained by the Electrical Consultant with the Contractor having an irrevocable license to use the documents for the purposes of the Project only. 18. Indemnification: ‘The Consultant shall indemnify and defend and hold harmless the contractor from and against any and all claims, damages, losses, expenses or costs directly arising from the Consultant's errors or omissions in the performance of the Services unless such claims, damages, losses, expenses or costs arise from the contractor's negligence or criminal action. Any indemnification is subject to Clause 17 herein above. 19. Force Majeure: Neither Party hereto shall be responsible hereunder (save for the payment of monies then due) for any delay, default or non-performance of this Consultancy Work Order to the extent that such delay, default or non-performance shall be occasioned by any event or circumstance beyond the reasonable control of the Party, including, but not limited to, acts of God, labour strikes, lockouts or other labour difficulties, civil commotion, criminal acts of third persons, acts or omissions of sovereign states, fire, unavoidable accidents, seriously adverse weather conditions or war (whether declared or undeclared). In case of a force majeure condition as described hereinabove the Electrical Consultant shall be entitled to an equivalent extension of time as may be the delay caused by such force majeure condition. ‘The settlement of any strike shall be at the complete discretion of the Party whose employees are on strike. In the event, the services are subject to a continuous delay by reason of Force Majeure which exceeds 30 (thirty) days then each Party shall have the right to terminate the Agreement by serving a notice for termination, All amounts due to the Electrical Consultant should be paid by the Contractor for work performed prior to the force majeure event. 20. Termination; ‘This Work Order shall be terminated upon occurrence of any of the following events: a) Employer/Authority abandons the Project and the same is notified to the Electrical Consultant. b) The parties unanimously agree in writing to terminate this Work Order. ©) If breach of contract committed by cither the Contractor or the Electrical Consultant in respect the obligations of each party under this work order. 4) Incase the performance of Electrical Consultant is not up to the mark and contractor realizes that the construction work will suffer due to non-performance ¢) Incase of termination under (a) to (d) above the Electrical Consultant shall cease all further work and hand overall documents details in connection thereto to the Contractor. The Electrical Consultant shall be patd for all the works completed till the date of notice and shall not be entitled to further payments. of jon: 1, If this Agreement is terminated for whatever reason or expires, Electrical Consultant will return to contractor all documents, materials and or property obtained by him from the Contractor/Employer/Authority.(AFCONS) | ge 2. Upon termination or expiry of this Agreement, Electrical Consultant shall cease to represent or hold itself out, expressly or impliedly as being agent of or otherwise acting on behalfof the Contractor in relation {to the Project or in any other matter 3. The Parties expressly agree that no compensation or damages of any nature whatsoever is payable to Electrical Consultant by reason of the termination oF expiration of this Agreement, 22. Settlement of Disputes: ) Any claim or dispute amongst the Parties arising out of or in connection with this Work Order or breach thereof shall be first presented to the senior management level of the Parties for consideration. If direct discussions amongst the Parties fail to successfully resolve any sttch claim or dispute within thirty (30) consecutive days after its written notification from either Party to the other, the Parties irrevocably agree that the dispute shall, upon either Party's written request, be finally settled through the provisions of Indian Arbitration and Conciliation Act 1996, by a sole arbitrator mutually selected, agreed and appointed. b) In case of both parties failing to agree upon the appointment of a sole arbitrator, the parties will approach the Indian Council for Arbitration for the appointment of a sole arbitrator. ) The place of arbitration shall be Mumbai, INDIA. The language of the arbitration shall be English, Cost and fees of the arbitration shall be equally shared by both parties. 4) This Agreement shall be construed and Interpreted in accordance with and governed by the laws of India, and the Courts of Mumbai shall have exclusive jurisdiction over matters arising out of or relating, ofthis Agreement. 23. Special Notes: ‘This work order is subject to the Approval of Prism Consulting Engineers as Electrical Consultant from the authority. 2, This Work Order is the Final document to be referred and all other documents, earlier work orders, emails, conversations, correspondence etc. stands to be null and void. Thaaking you, Ye ours a z For AFCONS INFRASTRUCTURE LTD. 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WORK FLOW W CHAR OF: HLECRICAL CONSULTANT PRISM CONSULTING ENGINEER TO MAHULI ELEVATED ROAD PROJECT Appointment of Consultant | (Prism Consulting Engineer-PCE) Drawing by Afcons | _ -j Input Specifications, Layout Preparation of DPR, Design = ;——~ & Drawings, Work Quantity, Is & Cost Estimate (PCE) 5 ale a c = ge ® 25 Submission to Afcons | | 3s for Review —— se Sen onmmet If Approved by Afcons —— 1 (Proceed) | a = | Submit to Client/Consuttant a for Review & Approval + {Timeline By Oct'22 (Necessary Input to be Given ——— Lope _| Input by Client If Any ————_ (Re-Submission By PCE | _ af LL to Afcons) | | Approval from Client Tendering- Preparation of Tender Document for i . is —Versdor Selection _| Input/Queries During ~ Vendor Selection By Afcons le ~ aii a - Documents Incl. Drawings & | ran se Wee et —~| Details Submission (Approval | | _ Pinal Work Process from Client- PCE Scope) ol fone