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    PMC Agreement

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    abir sengupta

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    © All Rights Reserved
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    CONTRACT AGREEMENT DESIGN AND PROJECT MANAGEMENT CONSULTANCY SERVICES FOR Construction of Fly over, Railway Over Bridge & River Bridge (On Pawana River) at Kasarwadi Junction (Nashik Phata). PIMPRI CHINCHWAD MUNICIPAL CORPORATION Mumbal-Pune Road, Pimpri, Pune - 411 018. Ph. 020-27477777 Fax: 020-27479999 E-mail peme@vsnicom — Website: pemcingia.org CONSULTING ENGINEERING SERVICES (INDIA) PRIVATE LIMITED 5. No. 39/1, Ganga Niwas, Plot No.53, Bharatkunj Soc.No.- Il, Erandwone, Pune ~ 411 038. Telefax: 022- 25434626 E-mail: cespune@vsni.com Website: cesinter.com eareket SerComeuulting Fngineentrg sen. vaet—e/Se/ 2008 HR HB, sewices (i) ees CD pti rae atten wt Exenndltoama,Pume-38, efi (aff) HeveoTw, VORA we AGREEMENT BETWEEN {*PIMPRI CHINCHWAD MUNICIPAL CORPORATION" (CMC) AND "M/s. CONSULTING ENGINEERING SERVICES (INDIA) PRIVATE LIMITED" This Agreement made at Pune on the 4... day of «3€P:..2.8.., between the “Pimptl Chinchwad Municipal Corporation” having is office at Pimp, Pune ~ 411 018 (herein after called “ihe Client") which expression shall mean & Include its successor or successor or succession and permitted assigns) of the one part. AND "M/s. Consulting. Engineering Services (India) Private Limited" (CES): (hereinatter called “the Consultant") shal of the other part whereas the Client desires that certain Services should be performed by the Consultant, namely “THE PROJECT MANAGEMENT AND CONSULTANCY SERVICES FOR CONSTRUCTION OF FLY OVER, RAILWAY OVER BRIDGE & RIVER BRIDGE (ON PAWANA RIVER) AT KASARWADI JUNCTION (NASHIK PHATA).” with following included: (POMC) Standing Committee Resolution No, AILS... Dated 2:1)1.Ja0e3 this ‘agreement is made at Pimpri on .1..St._.. day of SSP... 2005 between Shri EMnetth,..P. Ug i LE, CITY ENGINEER, for Pimpri Chinchwad Municipal Corporation (hereinatter called the Commissioner in which expression ore included unless such incision is inconsistent with the context, his successor or successor for the time being holding the office of the Municipal Commissioner cand in view of the powers delegated fo the City Engineer vide his order no. Adm /1/ WS /B2/.42..dated 18JAJ9Zof the one part and Shri V. G. Mulay, Consultant of M/s. Consulting Engineering Services (India) Pvt. Utd. (Hereinatter called “the Consultant’) shall of the other part: whereos the client desires that certain services should be performed by the Consultant , viz. 1. Total station Survey of entire stretch of the Nashik Phata Junction {NH4) to cross Pavana River clong with intersecting cross roads of suitable length. 2. Preparing General Arrangement Drawing of Flyover, ROB and River Bridge along with Services roads, cross Roads, Intersection Designs. Structural Design, Calculations, and Drawings in case of departmental designs. 3. Preparation of Detciled Estimate, specifications, for main F/o, ROB and River Bridge and for shifing of various infrastructural services etc. 4, Preporation of draft tender papers, printing required tencier sets etc. 5. Evaluation of tenders. 6 Supervision of work. 7. Preparation of bill of quantifies. & Post Tender Activity (PTA) - Bill checking, quality checking, ceriification, proof checking in case of contractor's own designs or preparing structural design and drawings for all components of the ‘work in case of deparimental designs. NOW THIS AGREEMENT WITNESSETH AS FOLLOWS 1. In this Agreement, words and expressions shall have the same meanings as are respectively assigned fo them in the conditions of the Client / Consultants CONSULTANCY Agreement hereinafier refered to os “CONSULTANCY AGREEMENT”. 2. The following documents shall be deemed fo form and be read and construed as part of this Agreement, namely = a) The Conaitions of Consultancy Agreement b) The Appendices, namely Appendix-A Scope of Services ‘Appendix - B Reporls & Documents ‘Appendix-C Personnel, Equipment ‘Appendix-D _ Time Perfod and Fees Payable {Consultpnt) Page 2 0f 27 (Pomc) 10 1 In consideration of the payments to be made by the Client to the Consultant os hereinafter mentioned in Clause 2 of the Consultancy Agreement read with Appendix - D, the consultant hereby agrees with the Client to perform the Services in conformity with the provisions of the Agreement. The Client hereby agrees fo pay the Consultant in consideration of the performance of the Services such amounts as may become payable under the provisions of the Agreement at the times and in the manner prescribed in the Consultancy Agreement. General Provisions Definitions Unless the context otherwise requires, the following terms whenever used in this Contract have the following meanings: a) “Applicable Law" means the laws and any other instruments having the force of law in India (as they may be issued and in force from time to time); b) “Contract” means the Contract signed by the Parlies, to which these General Conditions of Contract are attached, together with cll the documents listed in Clause 1 of such signed Contract: cc) “Effective Date” means the data on which this Contract comes into force and effect pursuant to Clause GC 2.1; @) "GC" means these General Conditions of Contract: 2) "Government" means the Govemment of India, Government of ‘Maharashtra; f) “Local currency” means indian Rupees: 9) "Member", more than one enfity, means any of these enti means all of these entities; in case the Consultants consist of a joint venture of ss, and “Members” h) “Personnel” means persons hired by the Consultants or by any Sub- consuifant os employees and assigned to the performance of the Services of any part thereof; "Local Personnel” means such persons who at the fime being so hired had their domicile inside India: and ‘Key Personnel’ mean the personnel referred to in Clause GC 4-2. i) “Party” means the Client or the Consultants as the case may be, ‘and Parties means both of them: |) "Services" means the work fo be performed by the Consultants pursuant fo this Contract for the purposes of the Project, as described in Appendix-A here fo: Page 3 of 27 (POMC) 12 13 ry 1s 16 161 k) SC" means the Special Concilions of Contract by which these General Conditions of Contract may be amended or supplemented; 1) “Client", “Corporation”, “PCMC” means Pimpr Chinchwad Municipal Corporation having jis office located at Mumbai-Pune Road, Pimpx, Pune - 411018 m) “Sub-Consuitant" means any entity to which the Consultants subcontract any part of the Services in accordance with the provisions of Clause GC 37; rn) “Third Party” means any person or entity other than the Government, the Client, the Consullants or a Sub-consultant. Relation between the Parlies Nothing contained herein shall be construed as establishing a relation of master and servant or of agent and principal as between the Client and the Consultants. The Consultants, subject to this Contract, have complete charge of Personnel performing the Services and shall be fully responsible for the Services performed by them or on their behalf hereunder. Law Governing Contract This Contract, its meaning and interpretation, and the relation between the parties shall be governed by the Applicable Law of India and Maharashtra State. Language This Contract has been executed in English, which shall be the binding and controling language for all matters relating to the meaning or interpretation of this Contract. Heading The headings shall not limit, alter or affect the meaning of this Contract. Notices/Correspondence Any notice, request or consent required or permitted to be given or made pursuant fo this Contract shall be in wring. Any such notice, request or consent shall be deemed to have been given or made when delivered in person fo an authorised representative of the Pary to whom the ‘communication is addressed, or when sent by registered mail, telex. telegram or facsimile to such Party at the address specified below Client = Pimpri Chinchwad Municipal Corporation Mumbai-Pune Road, Pimpri, Pune - 411 018 Tel. No- 7477777 Fax: 020-2749999 Consultant = ‘M/s Consulting Engineering Services (I) Pvt. Lid. 39/1, Ganga Niwas, Plot No. 53, Bharatkunj~ 2, Erandwana, Pune ~ 411 038. Teltax: 020-25434626 E-mail: cespune@vsni.com Page 4 0f 27, [POMC] 16.2 Ww 18 w 20 21 22 23 ‘A Parly may change its address for notice hereunder by giving the other Party notice of such change fo the other party. Location The Services shall be performed in Pimp Chinchwad Municipal Corporation Area and at such locations as are specified in Appendix - A hereto, and where the location of a particular task is not so specified, at such locations elsewhere as the Client may approve. Authority of Member in Charge In-case the Consullants consist of a joint venture of more than one entity, the Members shall authorise one of the entities fo act on their behalf in ‘exercising all the Consultants’ rights and obligations towards the Client under this Contract, including without limitation the receiving of - instructions and payments from the Client. Authorised Representatives Any action required or permitted fo be taken, and document required or permitied fo be executed, under this Contract by the Contract by the Client or the Consultants may be taken or executed by the officials authorized by PCMC and the Consultants. Taxes and Duties Unless otherwise specified, the Consultants shall pay such taxes, duties, fees and other impositions as may be levied under the Applicable Law. )DIFICATION. CONTRACT Effectiveness of Contract This Contract shall come into force and effect on the date (the “Effective Date") of the Client's notice to the Consultants instructing the Consultants to begin canying out the Services. This notice shall confim that the effectiveness conditions have been met. Termination of Contract for Failure to Become Effective If this Contract has not become effective within such time petiod atter the date of the Contract signed by the Parties, either Parly may, by not Jess than four (4) weeks written notice fo the other Parly, declare this Contract fo be null and void and in the event of such a declaration by either Porty, neither Parly shall have any claim against the other Party with respect hereto. ‘Commencement of Services The Consultants shall being canying out the Services at the end of Maximum 10 - day's period after the Effective Date. Poge 5 of 27 (POMC) 25 26 27 274 272 Expiration of Contract Unless terminated ecitier pursuant to Clause GC 2.9 hereof, this Contract shall expire when services have been completed and all payments have been made at the end of such time period after the Effective Date as shall be specified in the contract. Entire Agreement This Contract contains all covenants, stipulations and provisions agreed bby the Parties. No agent or representative of either Parly has authority to make, and the Parties shall not be bound by or be liable for, any statement representation, promise or agreement not set forth herein. Modification Modification of the terms and conditions of this Contract, including any medification of the scope of the Services, may only be made by written agreement between the Parties and shall not be effective until the consent of the Employer, has been obtained. Pursuant fo Clause GC 7.2 hereof, however, each Parly shall give due consideration to any proposals for modification made by the other party. Force Majeure Definition, a) For the purposes of this Contract, “Force Majeure” means an event which is beyond the reasonable control of a Parly, and which makes { Parly's performance of ils obligations hereunder impossible or so impractical as reasonably fo be considered impossible in the circumstances, & includes but i not limited to wor, riots, civil disorder, earthquake, fire, explosion, storm, flood or other adverse ‘weather conaiiions, strikes, lockouts or other industrial action (except where such strikes, lockouts or other industrial action are within the power of the Parry invoking Force Majeure fo prevent }, confiscation ‘or any other action by Government agencies. b) Force Majeure shail not include (I) any event which is caused by the negligence or intemational action of a Parly or such Party's Sub- Consultants or agents or employees, nor (i) any event which o diligent Party could reasonably have been expected to both [A] toke info account at the fime of the conclusion of this Contract and [B] avoid or overcome in the canying out of ils obligations hereunder. ¢] Force Majeure shall not include insufficiency of funds or failures to make any payment required hereunder. No Breach of Contract This failure of a Party to fulfil any of its obligations hereunder shall not be considered fo be a breach of, or default under, this Contract in so far as such inability orises from an event of Force Majeure, provided thot the Party affected by such an event has taken all reasonable precautions, due core and reasonable alternative measures, all with the objective of carrying out the terms and conditions of this Contract. (Consultan) Page 60f27 (POMC) 273 274 275 276 2.8.0 Measures fo be taken ) A Party affected by an event of Force Majeure shall take all reasonable measures to remove such Parly’s inability to fulfil its obligations hereunder with a minimum of delay. b) A Party affected by an event of Force Majeure shall notify the other Party of such event as soon as possible, and in any event not later than fourteen (14) days following the occurrence of such event, providing evidence of the nature and cause of such event, and shall similarly give notice of the restoration of normal conditions as soon as possible. cc} The Parties shall take all reasonable measures fo minimize the consequences of any event of Force Majeure. Extension of Time, Any period within which a Party shall, pursuant fo this Contract, complete: ‘any action or task, shall be extended for a period equal to the time ‘during which such Party was unable to perform such action as a result of Force Majeure. Payments Duting the period of their inabilly 1o perform the Services as a result of an event of Force Majeure, the Consultants shall be entitled io be reimbursed for additional costs reasonably and necessarily incurred by them duting such period for the purposes of the Services and in reactivating the Services after the end of such period. Consultation Not later than thirty (30) days after the Consultants, as the resull of an ‘event of Force Majeure, have become unable fo perform a material portion of the Services, the Parties shall consult with each other with o view to agreeing on appropriate measures to be taken in the circumstances. Suspension The Client may, by written notice of suspension to the Consultants, suspend all paymenis to the Consultants hereunder if the Consultants fail to perform any of their obligations under this Contract, including the carrying out of the Services provided that such notice of suspension (i) shall specify the nature of the failure and (i) shall request the Consultants to remedy such failure within the period not exceeding thirty (30) days after receipt by the Consultants of such notice of suspensions. Termination Termination by the Client The Client may, by not less than thirty (30) days written notice of termination to the Consultants (except in the event lsted in paragraph (f) below, for which there shall be a writlen notice of not less than sixty (60) ays), such notice fo be given after the occurrence of any of the events specified in the paragraphs (a) through (f) of this Clause GC 29.1 terminate this Contract. (Consultant) Page 7 of 27 [POMC] 29.2 293 a) Ifthe Consultants fall to remedy a failure in the performance of their ‘obligations hereunder, as specified in a notice of suspension pursuant fo Clause GC 28 herein above, within thirly (30) days of receipt of such notice of suspension or within such further period as the period as the Client may have subsequently approved in waiting: b) If the Consultants become (or, if the Consultants consist of more than one enfily, if any of their Members becomes} insolvent or bankrupt or enier info any agreements with their creditors for relief of debt or take advantage of any law for the benefit of debtors or {go info liquidation or receivership whether compulsory or voluntary: ¢) If the Consultants fall fo comply with any final decision reached as result of arbitration proceedings pursuant fo Clause GC 8 hereof d) If the Consultants submit to the Client a statement which has a material effect on the rights, obligations or interests of the Client and which the Consultants know fo be false; 2) If os the result of Force Majeure, the Consultants are unable fo perform @ material portion of the Services for a period of not less than sixty (60) days: or 1) If the Client, in its sole discretion and for any reason whatsoever, decides fo terminate this Contract. Termination by the Consultants The Consultants may, by not less than thirly (30) days written notice to the Client, such notice to be given after the occurrence of any of the events specified in paragraphs (a) through (d) of this Clause GC 2.9.2, terminate this Contract. 0) Ifthe Client falls to pay any money due to the Consultants pursuant to this Contract and not subject to dispute pursuant fo Clause 8 hereof within forty-five (45) days after receiving written notice from the Consultants that such payment is overdue: b) If the Client is in material breach of its obligations pursuant to this Contract and has not remedied the same within forty-five (45) days (or such longer period os the Consultants may have subsequently approved in writing) following the receipt by the Client of the Consultant's notice specifying such breach; }_ Ios the result of Force Mejeure, the Consultants ore unable to perform a matetial portion of the Services for a services for a period ‘of not less than sixty (60) days: or If the Client fails fo comply with any final decision reached as a result or arbitration pursuant to Clause GC. hereof. Cessation of Rights and Obligations Upon termination of this Contract pursuant to Clauses GC 2.2 or 29 hereof, or upon expiration of this Coniract pursuant to Clause GC 24 hereof, all rights and obligations of the Parties hereunder shall cease, exces { [Consuttant) Page 8 of 27 (POMC) 2.9.4 29.5 29.6 i) Such tights and obligations as may have accrued on the date of termination or expiration; ji) The obligation of confidentially set forth in Clause GC 3.3 hereot: fi) Any right, which a Party may have under the Applicable Law. Cessation of Services Upon termination of this Contract by notice of either Party fo the other pursuant fo Clause 2.9.1 or 2.9.2 hereof, the Consultants shall, immediately upon dispatch or receipt of such notice, take all necessary steps fo bring the Services to a close in a prompt and orderly manner and shall moke every reasonable effort fo keep expenditures for this purpose to a minimum. With respect fo documents prepared by the Consultants and equipment and materials furnished by the Client, the Consultants shall proceed as provided, respectively, by the Clauses GC 3.9 or GC 3.10 hereot. Payment upen Termination Upon termination of this Contract pursuant to Clause GC 2.9.1 or GC 2.9.2 hereof, the Client shall make the following payments to the Consultants (alter offsetting against these payments any amount that may be due from the Consultant to the Client): i} Remuneration pursuant fo Clause GC-6 hereof for Services salisfactorly performed prior fo the effective date of termination; ji) Reimbursable expenditures pursuant to Clause GC-6 hereof for ‘expenditures actually incured prior fo the effective date of fermination; and ii) Except in the case of termination pursuant fo paragraphs (a) through (d) of Clause GC 29.1 hereof, reimbursement of any reasonable cost incident to the prompt and orderly termination of the Contract including the cost of the retumn travel of the Consultants personnel and their eligible dependents. Disputes about Events of Termination If either Parly disputes whether as event specified in paragraphs (0) through (e) of Clause GC 29.1 orin Clause GC 2.9.2 hereof has occured, such Parly may, within forly-five (45) doys after receipt of notice of termination from the other Parly, refer the matter to arbitration pursuant fo Clause GC 8 hereof, and this Contract shall not be terminated on ‘account of such event except in accordance with the terms of any resulting arbitral award. OBLIGATIONS OF THE CONSULTANTS General Standard of Performance (Pomc) 32 321 3.2.2 The Consultants shail perform the Services and cary out their obigations hereunder with all due diligence, efficiency and economy, in accordance with generally accepted professional techniques and practices, and shall observe sound management practices, and employ ‘appropriate advanced technology and safe and effective equipment, machinery, materials and methods. The Consultants shall always act, in respect of any matter relating to this Contractor or fo the Services, as {oithful advisers to the Client, and shall at all fimes support and safeguard the Client's legitimate interests in any dealings with sub- consultants or Third Parties. Law Governing Services The Consultants shall perform the Services in accordance with the Applicable Law and shall take all practicable steps fo ensure that any ‘Sub-Consultants, as well as the Personnel and agents of the Consultants ‘and Sub-Consultants, comply with the Applicable Law. The Client shall advise the Consultants in writing of relevant local customs and the Consultants shall, affer such notifications, respect such customs. Conflict of interests Consultants not to benefit om Commissions, Discounts, etc. The remuneration of the Consultants pursuant to Clause GC 6 hereof shall consfitute the Consultants sole remuneration in connection with this Contract or the Services and, subject fo Clause GC 3.2.2 hereof, the Consultants shall not accept for their own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Contract or fo the Services or in the discharge of their obligation of their obligations hereunder, and the Consultants shall use their best efforts to censure that any Sub-Consultanits, as well as the Personnel and agent of either of them, similarly shall not receive any such additional remuneration. Consultants and Affliates not to engage in certain Activities, ‘The Consultants agree that, during the term of this contract and after its termination, the Consultants and any entity affiliated with the Consultants, ‘as well os any Sub-Consultant and any entily affiliated with such Sub- Consultant, shall be disqualified from providing goods, works or services other than the services and any continuation thereo!) for any project resulting from or closely related fo the services. Prohibition of Conflicting Activities Neither the Consultants nor their Sub-Consultants nor the Personnel of either of them shall engage, either directly or indicted, in any of the following activities a) During the term of this Contract, any business or professional ‘activities in the Government's country which would conflict with the activities assigned to them under this Contract: or b) _Affer the termination of this Contract, such other activities as may be specified in the contract. Consultent) Page 10 of 27 (PCMC) 33 34 35 36 37 Confidentiality The Consultants, their Sub-Consultanis and the Personnel of either of them shail not, either during the ferm or within fwo (2) years after the expiration of this Contract, disclose any proprietary or confidential information relating fo the Project, the Services, this Contract or the Client's business oF operations without the prior written consent of the Client. ability of the Consultants Subject fo additional provision, it any, set forth in the contract, the Consultants liability under this Contract shall be as provided by the Applicable Law. Insurance to be taken out by the Consultants, The Consultants shall () take out and maintain, and shall cause any Sub- Consultants fo take out and maintain, at their (or the Sub-Consultants, as the case may be) own cost but on ferms and conditions approved by the Client, insurance against the risks, and for the coverage, as shall be specified hereunder, and (i) at the Client's request, shall provide evidence to the Client showing that such insurance has been taken out ‘and maintained and that the curent premiums therefore have been Paid. i) Third parly motor vehicle liabilly in respect of motor vehicles operated by the consultants or their personnel or sub consultants. Professional liabilly insurance, with a minimum coverage equal to the cost of this contract. ii) Employers lability and workers compensation insurance in respect of the personnel of the consultants, in accordance with the relevant provisions of the applicable law. ‘Accounting, Inspection and Auditing The consultants (I) shall keep accurate and systematic accounts and records in respect of the services hereunder, in accordance with internationally aecepted accounting principles and in such form and detail as will clearly identify all relevant time charges and cost, and bases thereof {including the bases of the Consultants representations refered join the SC, and (i) shall permit the Client or its designated representative periodically, and up to one year from the expiration of termination of this Contract, fo inspect the same and make copies thereof as well as to have them audited by auditors appointed by the Client. Consultant's Actions requiring Client's prior Approval The Consultants shall obtain the Client's prior approval in wrifing before taking any of the following actions. } Entering into a sub contract for the performance of any part of the Services, it being understood (I) that the selection of the sub- consultant and the terms and conditions of the subcontract shail Page 11 of 27 (Pcmc) 38 ag 3:10 40 at 42 have been approved in writing by the Client prior to the execution ‘of the subcontract, and (i) that the Consultants shall remain fully liable for the performance of the Services by the sub-consultant and its Personnel pursuant to this contract; & b} Any other action that may be specified ] Taking any action under civil works contract for the project designating the consultant as Engineer in Charge for which action pursuant fo such civil works contract the approval of the employer isrequired. Reporting Obligations The Consultants shall submit to the Client the reports and documents specified in Appendix - 8 hereto, in the form, in the numbers and within the time periods set forth in the said Appendix - D. Documents prepared by the Consultants to be the Property of the Client All plans, drawings, specifications, designs, reports, and other documents prepared by the Consultants in performing the Services shall become and remain the properly of the Client, and the Consultants shall, not later than upon termination or expiration of this Contract, deliver all such documents to the Client, fogether with a detailed inventory thereof. The Consultants may retain a copy of such documents. Restrictions about the future use of these documents, ifany, shall be specified in the SC. Equipment and Materials furnished by the Client Equipment and materia made available to the Consultants by the Client, or purchased by the Consultants with funds provided by the Client, shall be the property of the Client, and shall be marked accordingly. Upon termination or expiration of this Contract, the Consultant shall make available fo the Client an inventory of such equipment and materials and shall dispose of such equipment and matefials in accordance with the Ciient's instructions, While in possession of such equipment and materials, the Consultants, unless otherwise instructed by the Client in writing, shall insure them at the expense of the Client in an amount equal fo their full replacement valve. CONSULTANT'S PERSONNEL The Consultants shall employ and provide such qualified and experienced Personnel as are required to carry out the Services. Desctiption of Personnel The fitles, job descriptions, minimum qualification and estimated periods of engagement in the carying out of the Services of each or the CConsuitant’s Key Personnel shall be furnished by the Consultant to PCMC before commencement of work. If any of the Key Personne! has already been approved by the clients his/her name is listed as well. Page 12 of 27 (POMC) 43 44 4s 5.0 51 Approval Of Personnel In respect of Key Personnel, the Consultant propose to use in the carrying out of the Services, the Consultants shall submit to the Client for review and approval a copy of their biographical data and (in the case of Key Personnel to be sued within the country of the Government) a copy of satisfactory medical certificate. If the Client does not object in writing (stating the reasons for the objection) within twenty-one (21) calendor days from the date of respect of such biographical data and if applicable) such Key Personnel shall be deemed to have been approved bby the Client. Removal and / or Replacement of Personnel a) Except as the Client may otherwise agree, no changes shall be made in the Key Personnel. If, for any reason beyond the reasonable control of the Consultants, it becomes necessary to replace any of the Personnel, the Consultants shall forthwith provide asc replacement a person of equipment a person of equivalent or better qualifications. b) If the Client (I) finds that any of the Personnel has committed serious misconduct or has been charged having commitied a criminal action or (i) has reasonable cause to be dissatisfied with the performance of any of the Personnel, then the Consultants shall at the Clients writien request specifying the grounds therefore, forthwith provide as replacement a person with qualifications and ‘experience accepted to the Client. Resident Project Manager i} The consultants shall ensure that at all fimes during the Consultant's performance of the Services a Resident Engineer shall take charge of the performance of such services. ji) The consultant should submit CV'S of his staff; which he intends to deploy on site of work. The CV'S will be scrutinized by PCMC and as per the directives of PCMC, consultant will deploy the staff whose CV'S are acceptable fo PCMC. During the contract period the consultant will not change such staff without prior approval of PCMC. ii) The consultant is responsible to monitor the progress of work in such @ way that the work will be completed in stipulated contract period only. iv) Incase of breach of above stipulated clauses PCMC reserves its right to moaily or alter the total fee structure. OBLIGATIONS OF THE CLIENT Assistance and Exemptions Client shall use its best efforts fo ensure that the client shall provide the Consultants, Sub-Consultants and Personnel with all requisite facilities pursuant to applicable law as shall be necessary to enable the CConsulfants, Sub-Consultants or Personnel to perform the Services. Page 13 of 27 (PoMc) 52 53 5A 55 6.0 ra ‘Access to Land The Client warrants that the Consultants shall have, free of charge, unimpeded access to all land in respect of which access in required for the performance of the Services. The Client will be responsible for any ‘damage fo such land or any property thereon resulting from such access and will indemnity the Consultants and each of the Personnel in respect of liability for any such damage, unless such damage is caused by the default or negligence of the Consultants or any sub-Consultant or the Personnel of either of them. Change In The Applicable Law If, offer the date of this Contract, there is any change in the Applicable Law with respect fo taxes and duties which increases or decreases the cost or reimbursable expenses incurred by the Consultants in performing the Services, then the remuneration and reimbursable expenses otherwise payable fo the Consultants under this Contract shall be increased or decreased accordingly by agreement between the parties hereto. Services, Facilities and Property of the Client The Client shail make available to the consultants and the Personnel, for the purposes of the Services as and when so specified, the parties shall ‘agreed on (I) any time extensions that it may be appropriate to grant fo the Consultants for the performance of the Services, (i) he manner in which the Consultants shall procured in such Services, Faciities and property from other sources, and {ill the adciional payment, if any, to be made fo the Consultants as a result thereof pursuant fo clause GC 6.1 (c] hereinafter. Payment In consideration of the Services performed by the Consultants under this Contract, the Client shall make to the Consultants such Payments and in such manner os is provided by clause GC 6 of this Contract. MENTS TO THE CONSULTA! Cost Estimate: Celling Amount } An estimate for the cost of the Services payable in local curency is set forth in Appendix ~ D. b) Except as may be otherwise agreed under clause GC 2.6 and subject fo clause GC 6.1(c) payments under this contract shall net ‘exceed the celling specified in the Contract. ¢) Not with standing clause GC 6.1{b) hereof, if pursuant fo clause GC 53, 5. 10 5.4 hereto, the parties shall agree that additional payments {Consultant} Page 14 of 27 62 63 70 mm 72 80 a1 in local and / oF foreign currency as the case may be shall be made fo Consultants in order to cover any necessary additional expenditure not envisaged in the cost estimates referred to in clause GC 6.1(a) above, the ceiling or cellings as the case may be, set forth in clauses GC 6.1(b) above shall be increased by the amount or ‘amounts, os the case may be, of any such adaitional payments. Currency of Payments All payments shall be made in indian Rupees Mode of Billing of Payment Biling and Payments in respect of Services shall be made as stated in Appendix - D. FAIRNESS AND GOOD FAITH Good Faith The Parties undertake fo act in good faith with respect to each other's fights under this Contract and fo adopt all reasonable measures to ensure the realization of the objections ofthis Contract. Operation of the Contract The Parties recognize that it is impractical in this Contract to provide for ‘every contingency which may arise during the life of the Contract, and the Parties hereby agree that it is their intention that this Contract shall ‘operate fairly as between them, and without detriment fo the interest of either of them, and that, if during the term of this Contract either Party believes that this Contract is operating unfairly, the Parlies will use their best efforts to agree on such action as may be necessary fo remove the cause or causes of such unfaimess, but no failure fo agree on any action ‘pursuant fo this clause shall give rise fo a dispute subject fo arbitration in accordance with Clause 8 hereof. LEME ISPUTES Amicable Seltlement The Parties shall use their best effects fo seitle cmicably all disputes arising cout of or in connection with this Contract or the interpretation thereof. (Consultant) Page 15 of 27 (POMC) a2 Dispute Settlement Any dispute between the Parties as fo matters arising pursuant to this Contract which cannot be settled amicably within thirly (30) doys after receip! by one Porty of the other Party's request for such amicable settlement may be submitted by either Party for settlement to The Commissioner, P..C. M. C. In witness whereof the parties hereto have caused this agreement to be executed the day and year fist before written in accordance with their respective laws. ‘SIGNED AND DELIVERED FOR AND ON BEHALF OF PIMPRI CHINCHWAD [MUNICIPALCORPORATION (PCMC). nome: 8. Gt lvoact- Signature ws Accounts Offices —-(~ (POMC) Signature : Nome :....Se2. 8.2 SNS Signature : Poole hSrane : City Engineer (P.CMC) Inthe presence of 1) Name 8G. 6b ain KBAR... Signature : ud ‘SIGNED AND DELIVERED FOR AND ON BEHALF OF [M/s CONSULTING ENGINEERING SERVICES (INDIA) PRIVATE LIMITED. Name: Shi V.G. Mulay, Signature £nsson . 2) Name : Sanjay Nayak Signature: In the presence of 1) Name : LN. Sharma Signature Page 16 0f 27 [POMC] APPENDIX - A TERMS OF REFERENCE. PROJECT MANAGEMENT CONSULTANCY SERVICES FOR FLYOVER AT CHINCHWAD JUNCTION ONMUMBAI-PUNE ROAD. DESCRIPTION OF THE PROJECT The project consists of The Project Management and Consultancy Services long with Proof Checking for or preparing structural design & drawings for all components of the work in case of deparimental design. CONSTRUCTRUCTION OF The services to be provided as follows: 1) The consultant should bear in mind that the proposed work should be such that there would be a minimum disruption to existing traffic on roads connecting the site, during construction period. 2) The consultant must note that there are a number of ullty services running long the existing road. Necessarily the scheme should be such as would involve minimum shitting of the ultiity service. 3) The Consultant shall render his services for field survey, planning, tendering including preparation of bill of quantities, Tender Documents and technical specifications. The consultant shall cary out structural design, detailed calculations and drawings in case of departmental design. 4) Immediately on Approval of the offer, the Consultant should furnish the general arrangement drawings accompanying his technical proposal. 5) tis expected that the consultant will funish such proposal which will meet all the requiements like constraint of space, minimum disruption to traffic, ease in construction, minimum construction period which will be substantially cost effective. The consultant shail be prepared to work out itematives if asked for. Preparation of various allematives shall be considered as a part of the scheme and is considered as included under the fees payable fo the consultants. 4) Alter preparing General Arrangement Drawing the consultant will prepare bill of quantities estimate, draw performance specifications for the contract ‘and prepare Tender documents required for the invitations of bids for construction work. 7) The pretender activities of the consultant also include co-ordination with the local authorities to obtain various clearances fo the project from the competent authorities. 8) The consultant shall attend opening of Tenders / offers. Page 17 of 27 (POMC) ” 10) i) 12) 13) 14) 15) The Consultant shall assist the PCMC in preparing comparative statements, camy out assessment of bids, attend negotiations and also advise on acceptability or otherwise of a tender it and when called by the PCMC Authorities. On receipt of final approval from the competent authority the Consultants shall arrange to draft letter of acceptance fo be signed by the POMC ‘Authorities and take further necessary actions in accordance with the tender conditions. The consultant shall arrange fo get the contract Agreement executed from the successful tenderer in the prescribed format of the agreement. He will cso arrange to prepare copies of the accepted tender including all annexure and Drawings. The consultant shall whenever necessary update the Project Construction schedvle for all activities of the Project including realistic activity sequences and duration, checking on allocation of labour and materials, approval of procured materials and ensuring delivery of products requiring long lead time and proof checking in case of contractors own designs. The consultant shall exercise powers and authority as well as perform all the duties, fabiles, functions and obligations as “Engineer in Charge", except for the following for which the Engineer in Charge shall submit proposals for obtaining specific approval of the competent authority in PCMC, before toking any action. The Engineer in Charge shall obtain prior approval of the competent authority in respect of following items as well as any other matter involving financial implications from the client. 0} Approving subletting of the work. 'b} Granting cloims to the agency. ¢} Ordering suspension of the work. {4} Determining an extension of fime. fe} Waiving off the penalty and arranging the repayment of compensation for delay. 4) Issuing a variation order. 1g) Ordering any works / test beyond the scope of the contract. hh) Determining rates for the extra items / exira work, |) Any variation in the contract condition. The Team Leader shall visit the work site personally from time fo fime at least twice in a week for ascertaining that the work is being carried out satisfactorily and also for studying the problems on the spot and giving necessary clarifications / directions. Page 18 of 27 (CMC) 16) 7 18) 19) 20) 2) 22) 23) The consultant shall engage and retain for the purpose adequate supervisory staff os agreed upto between the client and the consultant. The supervisory staff shall consist of skilled and experienced technical men ‘and the consultant shall undertake to keep a qualified and experienced technical Resident / Site Engineer who shall always be in charge of the works and be available on the site until the project is completed. The Resident Engineer available at site shall receive instruction on behalf of the consultants, which may be given from time to time either by the PCMC cr the Inspection Officers duly authorized by PCMC. The consultant shall ensure that all observations made during the periodic visits by the various inspecting officers about the quality of work are attended to by the contractor. The consultant shall deploy staff, transport at the site of work for supervision ‘and constant day fo day technical supervision over the construction including checking layout, checking requirements of material ond their procurement in time, checking their quality conforming to approved specifications and accepted standard. The consultant shail deploy such staff as is requied keeping the quantity and quality of work to be executed. The consultants shall provide and maintain at their cost, their own vehicles if requited for use in connection with their assignment. ‘Any approval/concurence by the client to consultant's instruction, preliminary or detailed engineering design, drawings and estimates shall in no way absolve the consultant fo ensure sound construction and performance as per the specications of the scheme as whole. The appointment of any engineering staff by the client at the site of the work shall not in any way diminish the responsibilty of the consultants in this respect. ‘The consultant shall not have any objection fo the client maintaining any civil engineering staff at its own cost at the site of works to cany out work ‘and duties allotted fo them by the client in respect of works at the site. The Consuitanls shall scrutinize and shall cerlty that the work measured recommended for payment ore fully consistent with the type, quality and specifications prescribed in the agreement entered into with the contractor(s). In the matter of approving such bill, the consultant shall confirm to the rules and instructions issued by the PCMC from time to time. The consultants shall be deemed to guarantee the correctness, scrutinized, checked or issued by them, as to the qualily control of the work concemed. (Consultant) Page 19 of 27 (P.CMC) 24) 25) ‘The consultant shall agree to supervision of the work and also for checking ‘of measurements of hidden items fo be done jointly by the consultant's staff in the presence of the contractor or his authorized representative, The consultants shall affix their signatures asc token of their check, To prepare comprehensive checklist for each item of work and guidelines for quality control / quality operations. The quality management plan fo be prepared by the contractors will include the following: 9) | Materials, Equipments, Type of fesis and frequency ai workmanship and end products _| source & at site as applicable B} | Degree of quality conirol Measures | Acceplabilly criteria as per tender specifications €)_| Qually Check Rectification / corrective ‘actions, surveillance review, technical appraisal, performance.

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