AGREEMENT

BETWEEN MAHANADI COALFIELDS LIMITED AND RITES LIMITED

FOR
Stage-III i.e., Detailed Engineering and Project Management Consultancy Services
for the work of “Construction of a Road Over Bridge (Balance Work) at the Level
Crossing near Ghantapada Village before the NTPC Conveyor on the road from
Handidhua Chowk to NALCO Chowk in Talcher Coalfields under CSR Programme
of MCL, Jaganath Area” as per MOU dated 03.07.20 between RITES and CIL” to
M/s. RITES Ltd. for an estimated cost of Rs.27,79,64,870/- as per MoU dated
03.07.20 between RITES and CIL. (incl. RITES’ PMC Fee & GST).”

THIS AGREEMENT No.____________________________ MADE ON THIS

………day of……….…............between Mahanadi Coalfields Limited (MCL) (A
subsidiary of Coal India Limited, A Government of India Enterprise) having its
Registered Office at PO-Jagruti Vihar, Burla, Dist.-Sambalpur (hereinafter referred
to as the "Client") which expression shall wherever the context so admits or requires
include its successors and assigns of the ONE PART and the RITES Ltd., (A Govt.
of India Enterprise, under the Ministry of Railways) having its Registered Office at
SCOPE Minar, Laxmi Nagar, New Delhi – 110092 (India), represented by its
Chairman and Managing Director through General Manager (Civil).

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PU Head, RITES Ltd., Bhubaneswar, East Coast Regional Project Office, Unit
No.1122 – 1132, 11th Floor, DLF Cyber City, Info City Road, Chandaka Industrial
Estate, Patia, Bhubaneswar, Odisha -751 024 (hereinafter referred to as the
'Consultant') which expression shall wherever the context so admits or required
include its successors and assigns of the OTHER PART.
WHEREAS

1. The Client is interested to take up Stage-III i.e., Detailed Engineering and

Project Management Consultancy Services for the work of “Construction of
a Road Over Bridge (Balance Work) at the Level Crossing near Ghantapada
Village before the NTPC Conveyor on the road from Handidhua Chowk to
NALCO Chowk in Talcher Coalfields under CSR Programme of MCL,
Jaganath Area” to M/s. RITES Ltd. for an estimated cost of
Rs.27,79,64,870/- as per MoU dated 03.07.20 between RITES and CIL
(incl. RITES’ PMC Fee & GST) and in that regard wants to avail the
services of a Consultant who will be in a position to undertake design,
detailed engineering and project management services for the construction
of the said Works for the Client.

2. The Consultant is engaged in providing services of the kind in which the

Client is interested including survey, design, detailed engineering and
project management of the constructions complete in all respects including
planning, tendering, contracting, procurement, construction, testing,

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 Inspection, site supervision and commissioning of the works.

3. The Client accordingly desires to avail the services of the Consultant for the
purpose of up Stage-III i.e., Detailed Engineering and Project
Management Consultancy Services for the work of “Construction of a
Road Over Bridge (Balance Work) at the Level Crossing near
Ghantapada Village before the NTPC Conveyor on the road from
Handidhua Chowk to NALCO Chowk in Talcher Coalfields under CSR
Programme of MCL, Jaganath Area to M/s. RITES Ltd. for an estimated
cost of Rs.27,79,64,870.00/- as per MoU dated 03.07.20 between RITES
and CIL (incl. RITES’ PMC Fee & GST) and the Consultant is willing to
render their services to the Client for the Construction of the said works for
the Client upon the terms and conditions of this Agreement and also as per
provisions contained in Work Order No. MCL/SBP/CSR/2023-24/510
dated 04.12.2023.

4. Now therefore, in consideration of the mutual promises and covenants

hereinafter contained, it is mutually agreed and declared by and between
the parties hereto as follows:-

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ARTICLE 1- DEFINITIONS

1.1 'APPROVAL' shall mean and include the written consent, either
manuscript, typewritten or printed statement, under signature and seal, as
the case may be, given from time to time by the Client or their authorized
representative on documents, drawings or other particulars in relation to
this Agreement.

1.2 'COMMENCEMENT DATE OF CONTRACT' with reference to Works

Contract for actual execution of works shall mean the date of Letter of
Award to be issued by Client.

1.3 'COMPLETION PERIOD' with reference to Works Contract shall mean the
period from the commencement date of contract to physical completion of
the project.

1.4 'CONTRACT' shall mean this AGREEMENT between Client & Consultant
including all exhibits hereto and all documents herein specified and
amendments which the parties may hereafter agree in writing to be made
to this Agreement.

1.5 'CONTRACTOR/Vendor/Supplier means any agency appointed by

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 the Consultant for carrying out construction of different types of works
involved in the Project entrusted by Client to Consultant.

1.6 'COORDINATING OFFICER' shall mean the official nominated by the

Client to whom all the matters related to the Project shall be referred to by
the Consultant for views, decisions help, approvals etc. as per Scope of
Services of the Contract and who shall provide and communicate such
views, decisions, help, approvals etc. to the Consultant on behalf of the
Client.

1.7 'DRAWING' shall mean and include Engineering drawings, sketches

showing plans, sections and elevations related to the Project
together with modification and/or revisions thereto.

1.8 'ENGINEER/ENGINEER IN CHARGE' shall mean the person nominated

by the Consultant and shall include those who are expressly authorized by
the Consultant to act for and on behalf of the Client for the provision of the
services related to this Agreement.

1.9 'MONTH' shall mean calendar month.

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1.10 'PHYSICAL COMPLETION' with reference to Works Contract shall mean
readiness of the Works Contract in all respects, which does not prevent
occupation of the Works for the purpose for which the works have been
designed.

1.11 'PROJECT or WORKS' shall mean the construction of civil, electrical works
for Stage-III i.e., Detailed Engineering and Project Management
Consultancy Services for the work of “Construction of a Road Over
Bridge (Balance Work) at the Level Crossing near Ghantapada Village
before the NTPC Conveyor on the road from Handidhua Chowk to
NALCO Chowk in Talcher Coalfields under CSR Programme of MCL,
Jaganath Area to M/s. RITES Ltd. for an estimated cost of
Rs.27,79,64,870.00/- as per MoU dated 03.07.20 between RITES and
CIL (incl. RITES’ PMC Fee & GST)

1.12 'PROJECT COMPLETION' with reference to Works Contract shall mean

the readiness of the works in all respects for use, after attending to minor
repairs/adjustments.

1.13 'SERVICES' shall mean the responsibilities to be discharged by the

Consultant for fulfilling the obligation under this Agreement.

1.14 'SPECIFICATION shall mean and include schedules, detailed descriptions,

statement of technical data, performance characteristics and standards as
applicable and specified in the Works Contract.

1.15 'STANDARDS'- The goods and equipment, utilized for the Works in the
Project and the Works in the Project shall conform to the standards
mentioned in the Technical Specifications or such other standards which
ensure an equal or higher quality and when no applicable standard is
mentioned, to the authoritative standard appropriate to the
Goods/Equipment utilized in the Works in India and such Standard shall
be the latest issued by the concerned Institution like Bureau of Indian
Standards etc.

1.16 'SUB-CONSULTANT' shall mean any agency engaged by the Consultant

for providing any of the services.

1.17 'TEST' shall mean such process or processes to be carried out by

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 the Consultant as are prescribed in the Works Contract in order to
ascertain quality, workmanship, performance and efficiency of
goods/equipment or part thereof.

1.18 'WORDS' in the singular include the plural and vice versa.

1.19 'WRITING' includes matter either in whole or in part, in manuscript,

typewritten, lithographed, cyclostyled, photographed or printed form under
or over signature or seal as the case may be.

ARTICLE 2- SCOPE OF WORK Stage-III: Detailed Engineering & Project

Management Consultancy Services

The scope of the work to be rendered by the Consultant for Stage-III i.e., Detailed
Engineering and Project Management Consultancy Services for the work of
“Construction of a Road Over Bridge (Balance Work) at the Level Crossing
near Ghantapada Village before the NTPC Conveyor on the road from
Handidhua Chowk to NALCO Chowk in Talcher Coalfields under CSR
Programme of MCL, Jaganath Area to M/s. RITES Ltd. for an estimated cost of
Rs.27,79,64,870.00/- as per MoU dated 03.07.20 between RITES and CIL (incl.
RITES’ PMC Fee & GST) shall be as per its approved DPR and any subsequent
approved modification. The activities to be done include Construction of Balance
work of ROB including 3 Nos. of composite Girders of span 19.25m or 37.25m, 8
Nos of PSC Girder span of 34.5m and 01 No of T-Beam girder of span 13.50m and
Construction of RE (reinforced earth) Wall & its approaches and Electrical etc. as
per approved drawings and Technical specifications. The detailed scope of work is
as follows.

2.1 Preparation and submission of detailed technical specifications with applicable

tender drawings, BOQ, cost estimates with unit rates for each and every item of civil
work in tender schedules

2.3 Floating and finalizing the Tender after determining the reasonable cost of works
based on approved rate analysis, the same should be intimated to Client.

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 2.4 Take single point responsibility for supervision and execution of the proposed
works by deployment of adequate technical and supporting staff at various sites of
works.

2.5 Submit monthly Progress Reports in the format as stipulated by the Client.

2.6 Assessing, planning and arranging/assisting to procure materials, if required as per

the works Contract Conditions.

2.7 Coordinating with contractors and rendering technical advice, Holding periodic
Progress Meetings and sorting out problems arising if any due to action or inaction
of the Client and/or the Consultant.

2.8 Providing adequate supervising personnel in the field to coordinate, control,

supervise, inspect, liaise and report on the works at site.

2.9 Keeping a close watch on Deviations by way of Extra items, substituted items and
Deviations in quantities of Schedule items to suit the requirement of Client. Finalizing
Rates for items/quantities covered by Deviation, orders adopting Consultant’
procedure/provisions, and obtaining approval of Client. Sanction of Revised
Expenditure to be taken by the Consultant whenever found necessary if the cost of
the work with its Deviation and Price Escalation (if provided for in the contract) and
the consultant's fee and GST in terms of Article 4 of Agreement and statutory fee to
railway exceed the amount for which Expenditure Sanction has been obtained from
the Client .

2.10 Ensuring that the construction is being carried out in accordance with the approved
working designs, drawings and specifications and as per Programme laid down in
the Works Contract Agreement.

2.11 Ensure quality control of the Works including materials and workmanship, certify
measurement of work executed, and making progressive payments based on
physical realization/completion of works, as per approved procedure and schedule
of payments to Contractors. Client (Mahanadi Coalfields Limited) will not be
responsible for quality & measurement of work.

2.12 Making recommendation to Client for Sanction of Extension of Time to the Contractor
for completion of Works, keeping the right of imposition of L.D. as per the merit of
the case.

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2.13 Assisting Client in finalization of accounts and closing Works Contracts.

2.14 Settling all matters related to Claims/disputes, with the Contractor/Vendor, if any.

2.15 Attending all inspections carried out by Government Agencies such as Central
Vigilance Commission and/or any other investigating agency, Railway and comply
with their statutory requirement and effectively arrange for replying to their
observation.

2.16 Getting defects if any rectified by the Contractor during the 'Defect Liability Period’
including compliance of CTE observations.

2.17 Consultant will be responsible for Audit observation, CTE observation, Contractors
claim or Arbitration, if any to deal with

2.18 Consultant will be responsible for getting rectification of defects if any, during defect
liability period of 12 months after completion of works through deployed
Contractors.

2.19. Work Order No. MCL/SBP/CSR/2023-24/510 dated 04/12/2023 shall form a part
of this Agreement.

2.20 Consultant will work as Project Management Consultant of all works including road
and bridge connected thereto and obtain the relevant Railway Ministry's
acceptance of such proposals, which are mandatory for expeditious
implementation of project for the entrusted work.

ARTICLE 3 - OBLIGATIONS OF THE CLIENT:

3.1 MCL shall provide free working front before issue of LOA / award of work to
agency. Delay in project execution due to in part of MCL for providing free
working will not be attributable for RITES roll of responsibility.
3.2 MCL shall furnish essential documents as and when required for execution of
work
3.3 MCL shall give views/decisions/approval on issues as may be required in such
reasonable time as not to delay or disrupt the time schedule of RITES in any way
and delay in project execution due to delay in decision/approval from MCL will
not be attributable for RITES roll of responsibility.

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3.4 MCL shall have to provide store facility for storing of railway materials in MCL’s
store premises if required.
3.5 MCL shall give necessary permission to RITES personnel for carrying out project
execution work within the area under consideration.
3.6 MCL shall nominate a responsible official to liaison with RITES team throughout
the period of project execution and take decisions on behalf of MCL during the
currency of the contract. Such official will also be responsible for co-ordination
of works in terms of taking over of materials/works, signing of Site order books
and other project records of all inter connected agencies/departments.
3.7 In case any compensation is required to be paid for damage to crops, garden,
forest or any other reasons arising out of the project execution operation, claims
for the same shall be settled and paid by MCL. RITES shall have no financial
liability whatsoever in this matter.
3.8 MCL shall provide the suitable accommodation in Guest house/Transit
Camp/Executive hostel nearby the site for RITES’ field staff deputed for the work
on free of cost/cost at par with MCL’s entitlement.
3.9 Compensation for delay, Fund regulation, defect liability, progress review, taxes
and duties etc. will be as per MOU in force between RITES and CIL/subsidiaries.

ARTICLE 4 -CONSULTANT'S REMUNERATION:

a) Consultant's remuneration would be 7.00 percent (SEVEN POINT ZERO

ZERO PERCENT) of awarded value or final executed value whichever is
less for Project Management Consultancy services.

b) GST as legally leviable shall be payable extra.

c) The stages of payment of consultancy f e e s wil l be as under :-

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Stage III: Detailed Engineering & Project Management Consultancy Services
(Consultant PMC Fees @7% of awarded value/final executed value, whichever
is less)

Consultancy Fees on PMC : 7.00%

(Seven Point Zero percent) of awarded
SN Deliverables
value/final executed value, whichever
is less

Detailed Engineering and Tender

Documents consisting of detailing 10% of PMC Fee adjustable on awarded
1 & design of Bridges, curves value or final executed value, whichever
followed by Geo-Technical is lower.
Investigation.

10% of PMC Fee adjustable on awarded

Calling of Tenders, evaluation
2 value or final executed value, whichever
and award of contract.
is lower.

Project Supervision including 70% of PMC Fee on pro-rata basis as per

3 certification of bill and quality works certified. Awarded value or final
control, monitoring of contract. executed value, whichever is lower

Obtain fitness certificate, 10% of PMC Fee adjustable on awarded

4 commissioning of work and value or final executed value, whichever
closing of contracts. is lower.

Note:

i. In case of increase in scope of work/ additional work involving design &

supervision this shall be paid for on prorate basis @ of percentage
enumerated in the MOU.
ii. However, for increase in executed value of work due to quantity variations
only, where engineering and design are not involved, no additional fee shall
be paid.
iii. Deviation in estimates as approved for execution in excess of sanctioned
estimates shall be payable by Client and accounted for in the Capital
Expenditure.
iv. Consultant should incorporate the Penalty Clause in the Contractor’s
Agreement.

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ARTICLE 5-LIQUIDATED DAMAGES:
5.1 There will be a Liquidated Damage in case of delay on the p a r t of
Consultant. Client is liable to recover from the fees due to Consultant a sum
equal to 0.5% of PMC Fees for the part of work so delayed per week of delay
or part thereof. The total liability of the PMC under this clause shall be
subjected to maximum of 10% of the fee for portion of work so delayed.
This shall however not absolve the Consultants of the responsibilities and
obligations under the contract to complete the execution of work as per the
completion time schedule as stipulated in Article 16.2.

5.2 In case the designs prepared by the Consultants are found to be

defective as per the standard engineering practices involving redoing of the
work already executed, the Consultants shall prepare scheme for
rectification and modification for redoing the work at their risk and cost. No
additional cost in this respect shall be borne by Client. However, in case any
design/scheme need to be changed as per requirement of site or as per
requirement of client the re-engineering and executional cost will be borne
by Client.

5.3 The total of all Liquidated Damages will not be more than 10% of
Consultancy Fees.

5.4 In case this Agreement envisages execution of a number of works under

the different works contracts, the stipulations in articles 5.1 to 5.3 above will
apply to each such work.

ARTICLE 6- Fund Regulation:

6.1 Client will release as imprest 2 0 % ( T w e n t y p e r c e n t ) (in a specified Bank
account of any scheduled Bank) of the c o nt ra c t a w a rd v a lue against
submission of Indemnity Bond of appropriate amount, to discharge the
expenditure towards carrying out the works of project by the contractors/
sub-contractors/vendors engaged by Consultant for and on behalf of Client
for the Projects, and interest accrued thereof to such funds in the specified
Escrow Account /specific account shall be credited to Client and get adjusted
proportionately as herein after provided.

6.2 The expenditure incurred thereafter towards carrying out the works of the
project shall be adjusted from the initial imprest. When 80% of the initial

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 imprest is utilized, Consultant shall submit the utilization certificate. Further
imprest as per utilization certificate will be paid/released to Consultant to
make the total imprest 20% of the contract award value. This procedure of
release of fund shall be repeated whenever 80% of the total advance paid
to Consultant is utilized and utilization certificate submitted by Consultant.
The utilization certificates should be supported by authenticated documents
including statement of priced quantities executed and payments made to the
various Suppliers/Parties including contractors/sub-contractors/
agencies/vendors engaged by Consultant for the project.

6.3 The release of Payment should commensurate with the actual physical
progress as per the Bill of Quantity mutually accepted. A payment Schedule
maybe prepared for this purpose.

6.4 Consultant shall submit quarterly expenditure report showing the details of
expenditure as per payments made to the contractors/sub-contractors/
agencies/vendors from advanc es received from Client.

6.5 On the completion of project, Consultant shall submit final expenditure

statement showing the details of final payment made to the contractors/sub-
contractors/agencies/vendors engaged by Consultant for the project and
supported by authenticated documents i.e. copy of final bill etc.

6.6 Consultant will be responsible for the audit observation, CTE observation,
Contractor’s claim and arbitration if any.

ARTICLE 7 - PROJECT PLANNING AND MONITERING & PROGRESS

REPORTING:

a) The Consultant shall submit within 30 days from the date of issue of Letter of
Award by Client an overall Project Schedule in the form of a Bar Chart/PERT
Network on time scale highlighting all major milestones of the Project. This shall
be approved by the Client and would form the basis for monitoring as well as
dovetailing function schedules. The Consultant shall update this document once
in every quarter and submit to the Client.

b) Monthly reports will be sent by the Consultant to the Client so as to reach him
by seventh of the next month as per format to be mutually agreed to.

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 c) Review meeting to be organized by the Client will be held every month either
at site or at the Client’s office as decided by the Client and the consultant.
ARTICLE 8 -Taxes and Duties:
8.1 Consultant will ensure that all taxes & levies (including Goods and Service
Tax, surcharge and Cess thereon as applicable) and surcharge on
taxes, duties & levies, insurance charges, license fees etc. including
statutory variations during the currency of the contract applicable on
transactions between Consultant and Contractors appointed by Consultant,
if any, shall be payable directly by Consultant or Contractors appointed by
Consultant and Client will not have any liability whatsoever on this account.
However, Consultant will use the GSTIN/TAN/TIN/PAN etc. of Client
wherever necessary to deposit statutory liability and forward the paid challan
to Client for accountal.
8.2 Clauses regarding GST:

 In case of imposition of penalty like Liquidated Damages, applicable GST will

be charged additional on the amount of Penalty.
 Consultant must ensure that the tax invoice raised by the contractor must be
in compliance of relevant GST acts, rules & notifications made thereunder
and should bear the GSTIN of Client. The rate and amount of CGST, SGST,
IGST and GST (Compensation to state) Cess, shall be shown separately in
tax invoice.
 The CGST & SGST, IGST and GST (compensation to State tax), as
applicable at the time of supply, should be paid against submission of proper
Tax invoice, as referred above, so that Client could be able to avail Input tax
of credit of such CGST, SGST, IGST, GST (Compensation to State) Cess
reflected in the invoice.
 If the ITC claimed is disallowed due to failure on the part of supplier in
incorporating the tax invoice issued to Client in its relevant returns under GST,
Payment of CGST & SGST or IGST, GST (Compensation to state) Cess
shown in tax invoice to the tax Authorities, issue of proper tax invoice or any
other reason whatsoever, the applicable taxes &Cess paid based on such
Tax invoice shall be recovered by Client.
 In event of any additional tax liability accruing on the Contractor due to any
error on part of Contractor, the liability of Client shall be restricted to the
amount of GST charged on original tax invoice issued by the supplier.
However, in case of change in tax liability due to any statutory change the
same shall accrue to Client.

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ARTICLE 9: The Description of "Responsibility" viz. a viz "Whose
Responsibility" and Clarification thereof, is shown in
"Remarks" column as below:
SI. Job Responsibility By Whom Remarks
No.
1 Completion of Detailed Design Consultant
and drawing for all civil works,
rail tracks structures etc. and
obtaining Approval as
applicable.
2 Submission of detailed Consultant Cost estimate to be prepared
specification, BOQ and cost based on current DSR/
estimate for all works. prevalent SOR of
Consultant/USSOR of
Railway rates/ market rate
analysis in case of non -
schedule items with suitable
remark about justification of
rate.
3 Preparation of detailed tender Consultant
document including NIT/e-
Tender.
4 Approval of SI.No.1, 2 & 3 Consultant Under intimation t o Client.
5 Notification of NIT in Consultant
Newspapers/e-Tender.
6 Receipt of Tenders/e- Consultant
Tenders.
7 Evaluation including Consultant
preparation of Briefing notes.
8 TC recommendation by Consultant
Consultant witnessing or
observing by Client’s
representative.
9 Acceptance/Approval of tender Consultant
evaluation statement &
recommendation
10 Preparation of draft LOI on Consultant
contractor
11 Placement of LOI on contractor Consultant
12 Preparation of draft Agreement Consultant
13 Signing of Agreement with Consultant
Contractor

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 14 Project supervision and quality Consultant
control monitoring of contract.
Certification of bill by
Consultant.
15 Acceptance of Bill & Payment Consultant Consultant will pay the bill to
t o contractors. contractor after duly checked
and certified a n d a copy of
the same to be submitted t o
Client.
16 On completion of work and Consultant Consultant will initiate proposal
closing of contracts. for closure of contract with all
relevant documents and
submit the proposal for Client.

ARTICLE 10– COST OF WORK TO BE BORNE BY THE CLIENT:

This will consist of the expenditure incurred towards the following, all to be borne
by the Client.

i) Gross amount paid to the Contractor towards construction of the works

as per Works Contract agreement.

ii) Charges, if any, levied by Local Authorities/departments/Railways for

approval of plans and services and for issue of "Completion/No-objection"
Certificate for occupation of the works on completion.

iii) Charges, if any levied by Local Authorities/Service Providers such as

Water Supply, Drainage, Sewerage etc. for shifting/relocation of Utilities
as well as their disconnection/connection.

iv) Cost of litigation, if any, with a Third Party or individual organization to

remove legal barriers in the execution of works.

v) Cost of testing of materials/workmanship for items for which the

Contractor is not required to pay in terms of the provisions in the works
contracts.

vi) Any amount paid/payable to the Contractor towards his claims duly accepted
by Consultant.

vii) Any amount paid/payable to the contractor towards his claims not

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 accepted by the Client but decided in favour of the Contractor by an
Arbitrator or Court of Law.

ARTICLE 11-TENDERING PROCEDURE FOR WORKS:

11.1 The Consultant shall undertake the Tendering Procedure based upon
Consultant GCC & Standard Tender Documents of Consultant and
provisions to suit the requirement of the work including Calling of Tenders,
Tender Documentation, Evaluation and execution of Contract Agreement
with the successful Tenderer, adopting procedure laid down and approved
by competent authority of Consultant.

11.2 The Consultant shall be responsible for due compliance of all procedural
requirements.

11.3 Integrity pact will be included in the tender document as per prevailing
practice in PSU's.

ARTICLE 12 - COST TO BE BORNE BY THE CONSULTANT:

The Consultant shall bear the cost of the following items and these are deemed
to have been included in the consultancy fees payable by the Client to the
Consultant under Article 4.

12.1 Payments to all personnel engaged by the Consultant including their

employees, architects, engineers, Sub-Consultants etc.

12.2 All travel, conveyance, living, boarding, lodging, salary and perks of
Consultant's personnel engaged in the Project, insurance of all kinds for
Consultant's personnel including accident benefits, postage, communication
and telephone charges, Internet charges, cost of preparation and printing of
all tender documents, electricity and water consumption charges for the
Consultants' Office and all other expenses of the Consultant for the purpose
of implementation of the project.

12.3 To meet their obligations under this Agreement, the Consultant shall employ
at site their own manpower so that on completion of the project the Client
shall have no responsibility for absorbing any of them in its service.

12.4 Income Tax payable by the consultant including surcharges.

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ARTICLE 13 - PAYMENT TO CONTRACTOR AND ACCOUNTAL PROCEDURE:

13.1 The Consultant shall make financial projections for the funds.

13.2 The Consultant shall enter the measurements, prepare the bills and make
payment to the Contractor. The execution cost of the work/supply of material
shall be payable directly to the Contractor/Vendor by Consultant.

13.3 Whenever the need arises for obtaining revised sanction of Expenditure from
the Client, the Consultant shall take prompt action to approach the Client with
full justification.

13.4 After completion of work, the Consultant will prepare detailed statement of
accounts as per agreed formats covering various works contract wise and the
expenditure thereof duly certified with necessary supporting documents,
including copies of final bills and 'As built' drawings, duly certified by the
Consultant's Engineers containing all the details of the work.

ARTICLE 14 – LABOUR LAWS:

14.1 The Consultant shall undertake to ensure compliance of all labour laws which
are applicable to their workmen and also obtain through suitable provision in
the Works Contracts commitments by the contractors to whom any part of
the Works Contracts envisaged under this Agreement is entrusted, in respect
of their workmen.

14.2 The Consultant shall be responsible for all statutory obligations and any other
laws in the above regard, in force from time to time, regarding employment
or conditions of service of their Sub-Consultants and employees.

14.3 The Consultant shall ensure compliance by the Works Contractors of all
safety rules as required under various statutes in India, through suitable
provision in the works contracts.

14.4 The Consultant shall incorporate third party risk clause in all works contracts
awarded by the Client, so as to ensure that the Client is held harmless and
indemnified against any damage or injury to third party on account of any act
or omission to act by the employees or representatives of the Contractors
engaged for the execution of the work.

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ARTICLE15 - MODIFICATION IN WORKS CONTRACTS:

The Consultant shall assist Client for any modification in the Works Contracts
with respect to technical or commercial aspects including time limit for
completion and deviation by way of extra items, substituted items and deviations
in quantities of Schedule items as well as fixation of rates for Deviation.

ARTICLE 16 - TIME SCHEDULE

16.1 Time is the essence of Contract.

16.2 Consultant shall furnish time schedule for activities mentioned in Article 2.1
to 2.5 to Client.

16.3 The Consultant shall furnish to the Client a detailed time-schedule for
execution of works including tendering process, after finalization of the
Detailed Estimate based on Detailed Designs and Drawings.

16.4 The Consultant shall made all efforts to get the works executed as per the
time schedule finalized in Consultation with the Client.

16.5 The stage wise Time schedule is as follows: -

Sl. Time Schedule Cumulative

Item Description
No. (Days) Days

Detailed Engineering and

Tender Documents
15 days from the date
consisting of detailing
1 of getting LOA/ Work 15
&design of ROB followed
Order from MCL
by Geo technical
examination

Calling of Tenders, 45 days from the date

2 evaluation and award of of completion of item 60
contract. no-1

Project supervision
including certification of 180 days from the date
3 bill, Quality control and of finalization of tender/ 240
monitoring of contract & award of work
Handing Over

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ARTICLE17 - RESPONSIBILITY OF CONSULTANT:

17.1 The Consultants shall be liable for consequences of errors and omissions
arising out of gross negligence on their part or on the part of their
employees and shall take necessary action to remedy the defects and
deficiencies arising from said negligence. The liability of the Consultant
shall be restricted to the period of Validity of this Agreement under Article
20.

17.2 The Consultants shall discharge their obligations under this Agreement in
accordance with the agreed time schedule and with due care, diligence
and competence generally as stipulated under Article 2 of "Scope of
Work".

ARTICLE-18 - EXTENSION OF DATE OF COMPLETION:

On occurrence of the any event caused delay as stated here under, the Contractor shall
intimate immediately in writing to the Consultant.

18.1

(a) Force majeure:

i) Natural phenomena like unprecedented flood and draught, earthquakes &

epidemics.

ii) Political upheaval, Civil Commotion, Strikes, lockouts, acts of any Government
(Domestic/foreign) including but not limited to war properties, quarantine embargoes.

The consultant will advise in the event of his having to resort to this clause by a
registered letter dully certified by the local chamber of commerce of statutory authorities,
the beginning and end of the cause of delay, within 15 days of the occurrence and
cessation of force Majeure condition.

In the event of delay due to force Majeure or more than one month the contract may
be terminated at the discretion of the company (Mahanadi Coalfields Limited).
Termination under such circumstances will be without any liability on either side. For
delays arising out of force majeure, the Consultant will not claim extension in completion
date for a period exceeding the period of delay attributable to the clauses of force
majeure and neither Client nor Consultant shall be liable to pay extra cost (like increase
in rates, remobilization advance, idle charges for labour/materials etc.) provided it is

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mutually established that force majeure conditions did actually exist.

(b) Serious loss or damage by fire/abnormally bad weather.

(c) Non-availability of relevant document in connection with the demanded by the

consultant.

(d) The execution of any modified or additional items of work or excess quantity of work.

18.2 Any other cause which, at the sole discretion of the Client beyond the control
of the Consultant.

ARTICLE 19 - AMENDMENTS TO AGREEMENT:

Any amendments or modifications to this AGREEMENT must be in writing and

shall be signed by both the parties.

ARTICLE 20 - TIME LIMIT FOR VALIDITY OF THIS AGREEMENT:

a) This agreement will be valid for a period of 90 days beyond the date when all
the following documents are made available by the Consultant to the Client:
i) Final account after closing of Works Contracts

Note: Where there is no Arbitration/Court Proceeding on any claim by Works

Contractor, the Final Accounts will be made out for each such work
forming part of the Project, in one part. Where there is any
Arbitration/Court Proceeding on any claim by the Works Contactor,
the Final Accounts for each such work will be submitted by the
Consultant in two parts with the first comprising of all items other than
those covered by the Arbitration/Court Proceedings and the second
and final part comprising of items arising out of the Arbitration/Court
Award.

ii) Two Copies of "As Built Drawings" on reproducible paper

iii) Insurance Policies on Works, if any.

b) Any request for clarifications desired by the Client on items (i) to (iii) above
or any other item pertaining to the Agreement or for copies of any missing
documents should be made to the Consultant within a period of 30 days from
the date of receipt by the Client of each of the documents (i) to (iii) above. If
no such request is received with the period of 30 days as mentioned above,
the Client shall be deemed to have waived his right to ask for such

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 clarifications and/copies of missing documents.

c) Where the request for clarifications and/or copies of missing documents has
been received within the period of 30 days as mentioned above and the
Consultant fails to furnish his response within the time limit of 30 days before
expiry of validity of the Agreement as defined in para (a) above, the Validity
of the Agreement shall be automatically extended for a further period of 30
days from the date when the request of the Client is complied with by the
Consultant.

ARTICLE 21 - TERMINATION OF AGREEMENT:

a) The Agreement herein may be terminated at any time, if any unavoidable

circumstances occur, by either Party (Client/Consultant) by giving a
written notice of two months to the other party. With the termination of the
Agreement, the Works Contracts will be operated by the Client. Even after
the termination of the Agreement, the Consultant shall be liable and be
responsible for the due certification/approval of any Bills submitted by the
Works Contractors at any time, in respect of the Work executed before
the termination of the Agreement.

b) In case there is any change in the Constitution of the Consultant, the

details will be promptly communicated to the Client. In case the Client is
of the opinion that this will affect the Performance of the Consultant under
this Agreement, the Client shall be entitled to terminate this Agreement
after giving due notice and entrust the work to some other Agency.

c) In case of the Termination under Para "a" or "b" the Consultant shall not
be entitled to fees or compensation except of the fees payable to them
for the work actually done. The amount of fees so payable shall be
decided by mutual discussions between the Client and the Consultant.

d) In case of the Termination under Para "a" or "b", the Client may make
use of all or any drawings, estimates or other documents prepared by the
Consultant, after a reasonable payment for the services of the Consultant
for preparation of the same.

ARTICLE 22 - SETTLEMENT OF DISPUTE:

22.1 Any dispute or difference whatsoever arising among the Parties under

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 and/or in connection with and/or in respect of this Agreement including those
considered as such by any one of the Parties shall be amicably settled between
the Parties to the extent possible. If no amicable settlement is reached then
such dispute or difference shall be settled by arbitration as provided in Article -
23.

22.2 Jurisdiction of writ petition shall be High Court of Odisha.

ARTICLE 23 - ARBITRATION:

23.1 In the event of any dispute or difference arising between parties in

connection with MOU, such dispute or differences shall be taken up by
either party for its resolution through AMRCD as mentioned in DPE OM
No.4(1)/2013-DPE(GM)/-FTS-1835 dated 22.05.2028 or its amendment.

23.2 Notwithstanding the existence of any dispute or difference and/or

reference for the Arbitration under this Agreement, Consultant shall
proceed with and continue without hindrance with the performance of the
work under this Agreement with due diligence, expeditiously and in a
professional manner and the payment due to Consultant shall not be
withheld by Client on account of such difference or arbitration
proceedings unless such payments is subject matter of the Arbitration.

ARTICLE 24- CONFIDENTIALITY:

Each party agrees to treat as confidential a n d secret all documents and other
information and negotiations concerning technical, economic and marketing
information of the other party in connection with this Agreement and shall not
disclose or make public any such information unless prior consent and approval
of the other party is obtained in order to disclose the same. However, these
restrictions shall not be applicable in respect of any publicly available
information.

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ARTICLE 25 - SIGNING OF AGREEMENT:

IN WITNESS HEREOF, the parties have hereunder signed the AGREEMENT

the date first written.

Name: Name:

Designation: Designation:
GM (CSR), GM (Civil), PU Head,
MCL RITES Ltd., Bhubaneswar
For MCL for RITES Ltd.
(Client) (Consultant)

Witnesses:

1. 3.

2. 4.

Enclosures: Work Order vide No. MCL/SBP/CSR/2023-24/510 dated 04/12/2023.

(07 Pages)

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