This refers to your correspondence on the subject work.

We thank you for seeking our views and

comments on the proposed redesign of Foundation for Major Bridge at Km. 225+438 due to Tilting of
well at P5 & P6 location.
After a preliminary study of the shared information, drawings by our expert we understand that the
proposal needs certain study and detailed analysis to finalize the feasibility of the scheme.

We are pleased to present our techno-commercial offer along with the terms & conditions for providing
consultancy services for the above work.

1. Description of Work

We understand that the work is redesign of well cap with the assessment of the extent of tilting of well
at P 5 & P 6 location and considering that there is no change of the position of substructure & super
structure. For that we need to do the following activities.
i. Desk study with the available as-built data as provided by client.
ii. Analysis of available data such as existing design, drawing, geotechnical investigation
report.
iii. Checking the safety factor of the well foundation stability with respect to IRC 45 - 1972
and IRC 78 - 2014.
iv. Based on the analysis proposing most suitable design scheme for foundation.
v. Preparation of Drawings and submission of report.

We request your agreement on the work schedule for further process.

2. Input Required from Client:

a. Autocad copy of original drawings of Foundations, Structures and Alignment.

b. As-built data, Design report and design basis report.
c. Geotechnical Investigation Report.
d. Extensive measurement and assessment of Tilt occur in the newly constructed well
foundation.
e. Construction activity of the foundation.

3. Deliverable and Timeline:

Sl. No. Deliverable Timeline

Submission of Draft Within 25 days after receiving all Input data as
1
Design Report specified in Clause 2.
Submission of Final Within 05 days after receiving approval of Draft
2
Design Report, Drawing Design report.

4. Fees

Our professional fees shall be ₹ 25,00,000/- (Rupees Twenty-Five Lakhs only).

GST shall be paid additionally at the prevailing rate for the services provided.
The above fees do not include the fees related to deployment of full-time design co-ordinator and other
site supervisory staff at site.

5. Payment Schedule

 On acceptance of Work Order 30%

 Submission of Draft Design Report 65%
 Submission of Final Design Report and Drawing 5%

6. Additional Scope:

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The following work shall be considered as additional to the main scope as per actual requirement
basis.
 Any requirement of site supervision during construction of Bridge.
 Any technical support required, including attending meetings and site visit shall be charged as
given in the TOR attached.
 Any Tests shall be done at a mutually agreed additional cost.
7. Fees for Additional Scope

The total hours required for the above additional scope shall be assessed and agreed as per actual
requirement and the rate shall be considered as stated in Annexure - A. GST shall be paid additionally
at the prevailing rate for the services provided.

8. Terms and Conditions

We shall only be responsible for the services for which we are specifically engaged.

The following services are excluded from our scope:

• Certification of temporary works from any third party.
• All survey and site investigations (other than Visual investigation and Non-destructive testing).
• Utility diversion plan
• Appointment of Proof consultants if any.

The liability of AECOM to you in respect of professional indemnities shall be limited to the cost of re-
performing the part of the Services causing of such loss and damages to you, or the amount of
professional fees received by us under this project, whichever is the lesser.

Our obligations are limited to those mentioned in this offer.

We shall, at all times, exercise reasonable skill, care and diligence in the discharge of our professional
services.

The Draft Terms and Conditions of Agreement are included as Annexure - B to this letter.

We trust the above proposal shall be acceptable to you. We shall be happy to provide any clarification
on the above.

Thanking you and assuring you of the best professional services at all times.

9. No Consequential Damages and Limit of Liability

9.1 Notwithstanding any provision in this Agreement to the contrary, under no circumstances
shall a party hereto shall be liable to another party hereto for loss of profits or revenue, loss
of use, cost of alternate arrangement, loss of capital or other similar item of loss or damage
or for any consequential, special or indirect loss or damage and each party hereby
releases the other therefrom.

9.2 Notwithstanding any provision in this Agreement to the contrary, the maximum total
cumulative liability of the Consultant to the Client under this Agreement for all claims,
losses, damages and expenses in any way arising from or related to the performance of
this Agreement shall be the costs of re-performing the part of the Services causing of such
claims, losses, damages and expenses, or a sum equal to the amount of his fees received
under this Agreement, whichever is the lesser.

10.Insurance

10.1 Without limiting his obligations and responsibilities nor his liability to indemnify the Client
under Clause 8, the Consultant shall, as from the date of commencement of this
Agreement, and thereafter, maintain a professional indemnity insurance with a minimum

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 cover of an amount of […set out the amount…] to meet any claims that may be made by
the Client in respect of any negligence in or about the conduct of and performance by the
Consultant, his servants and agents of all and singular the Services. The Consultant shall
use his best endeavours to maintain the said cover for a period of [01 ] from completion of
the Services under the Agreement provided the same continues to be available in the
market in commercially reasonable terms. Either in the same policy or additionally, the
Consultant shall maintain sufficient insurance, for the like period, as would properly protect
the Consultant against any claims by third parties in respect of the performance of the
Services by the Consultant.

10.2 In the event that the insurance cover required by Clause 10.1 ceases to be available
incommercially reasonable terms, the Consultant shall maintain professional indemnity
insurance at the maximum level of cover which is available incommercially reasonable
terms, provided that the Consultant has obtained the prior agreement in writing of the
Client to such reduced level of insurance cover.

10.3 If the Consultant shall fail upon request to produce to the Clientdocumentary evidence that
there is in force professional indemnity insurance required by Clause 10.1 or as may have
been agreed in accordance with Clause 10.2, the Client may effect and keep in force any
such insurance and pay such premium as may be necessary for that purpose. The Client
shall be entitled to deduct such premium, together with expenses incurred, from any sums
due to the Consultant under this Agreement and/or to recover such amount as a debt from
the Consultant.

11. Termination, Suspension and Resumption

11.1 The Client may terminate his obligations under this Agreement:

11.1.1 in the event of substantial breach by the Consultant of his obligations hereunder,
which breach has not been remedied within 14days of written notice from the
Client requiring the breach to be remedied; or

11.1.2 by giving the Consultant 30 days written notice of his intention to do so.

11.2 The Consultant may terminate his obligations under this Agreement:

11.2.1 in the event of either

(a) moneys payable to the Consultant hereunder being outstanding for more than
30 days; or

(b) other substantial breach by the Client of his obligations hereunder, which
breach has not been remedied within 14 days of written notice from the
Consultant requiring the breach to be remedied; or

(c) Force Majeure which prevents the Services from being completed pursuant to
Clause 12; or

11.2.2 by giving the Client 30 days written notice of his intention to do so.

11.3 Termination shall be without prejudice to any claim which either party may have against the
other in respect of any breach of the terms of this Agreement which occurred prior to the
date of the termination.

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 11.4 In the event that the Services are terminated under Clauses 11.1 or 11.2 above, the
Consultant shall be entitled to payment of such part of the Services rendered up to the
date of termination, plus any additional charges and expenses necessarily incurred in
bringing the Services to an orderly close.

11.5 This Agreement may be suspended by the Clientgiving the Consultant one month's notice
in writing.On suspension the Consultant shall be paid all fees and expenses commensurate
with the Services performed by him up to the date of suspension which may then be due.In
the event of suspension the Consultant shall be entitled to reimbursement of the actual
cost of or an amount in fair compensation for any financial commitment or obligation
outstanding after the giving of notice of suspension which he may have properly incurred in
accordance with this Agreement prior to the giving of the notice of suspension or
termination.

11.6 The payments referred to Clause 11.5 shall be deemed in full and final payment for the
Services, up to the date of suspension.In the event of suspension and subsequent
resumption of this Agreement the Consultant shall be reimbursed any expenses
necessarily incurred as a result of such resumption.

11.7 If this Agreement is resumed any payment of fees under Clause 11.5 except in respect of
abortive work to be re-done shall rank as payments on account towards the fee payable
under this Agreement.

11.8 Should this Agreement continue to be suspended for a period of more than [01 ] years then
either :-

11.8.1 it shall be terminated upon the written notice of either party, or

11.8.2 it may be renegotiated with the agreement of both parties.

12.Force Majeure

12.1 The Consultant shall not be liable for any failure to perform the Services caused by any
Force Majeure events.For the purpose of this Clause, Force Majeure means includes
without limitation the outbreak of war, hostilities (whether war be declared or not), invasion,
acts of foreign enemies, rebellion, revolution, military or usurped power, the overthrow
whether by external or internal means of the Government, civil war, riot, disturbances, civil
commotion or any similar cause beyond the control of the Consultant which prevents or
adversely affects the performance of the Services.

12.2 Should the performance by the Consultant of the Services be prevented or adversely
affected by the Force Majeure, it shall as far as reasonably practicable, give notice in
writing thereof to the Client and, subject to such notice having been given, shall be
reimbursed any extra costs and expenses as may have been necessarily incurred by
reason of the Force Majeure.

12.3 Should the performance by the Consultant of the Services be wholly or substantially
prevented by the Force Majeure for a period of not less than 90 consecutive days, it shall
be entitled at the expiration of such period of 90 days to give to the Client not less than 14
days noticein writing terminating this Agreement. Upon the expiration of such notice, the
Consultant shall be entitled to receive the same remuneration and reimbursement as if this
Agreement had been terminated bythe Client under Clause 11 plus any payments which
may have become payable under Clause 12.2.

13.Intellectual Property Rights

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 13. 1 All copyrights, design rights or patents in all drawings, reports, specifications, calculations
and other documents supplied or produced by, for or on behalf of the Consultant under this
Agreement (“the Intellectual Properties”) shall remain the property of the Consultant but the
Client shall have a licence to use the Intellectual Properties for the purposes for which they
are prepared by the Consultant, subject always to the Consultant having received full
payment for the Services in accordance with this Agreement. The Consultant shall not be
liable for the use of any Intellectual Properties for any purpose other than that for which it
was originally prepared by the Consultant.

13.2 If the Client is in breach of any obligations to make a payment to the Consultant, the
Consultant may revoke the licence referred to in Clause 13.1, and the Client shall then
promptly cause to be returned to the Consultant all documents referred to in Clause 13.1
and all copies thereof.

14.Confidentiality

14.1 Save for the performance of the Services the Consultant shall not disclose the terms and
conditions of this Agreement or any information, specification, document, drawing, plan,
software, data or particulars furnished by or on behalf of the Client in connection therewith,
to any person other than a person employed or engaged by the Consultant in carrying out
this Assignment or any approved sub-consultants or the Consultant's legal and insurance
advisers.

14.2 Any disclosure to any person or sub-consultants permitted Clause 14.1 shall be in strict
confidence and shall extend only so far as may be necessary for the purpose of this
Agreement and the Consultant shall take all necessary measures to ensure the
confidentiality of any such disclosure.

14.3 The Consultant shall not without the prior written consent of the Client which approval shall
not be unreasonably withheld publish, either alone or in conjunction with any other person,
in any newspaper, magazine, or periodical, any article, photograph or illustration relating to
this Agreement.

14.4 If the Consultant has provided the Client with documents and information which he has
declared in writing to be confidential and stamped accordingly whether in relation to his
practice or special circumstances or for other good causes, unless the Client within one
month of receipt of such information by notice in writing disagrees, then that information will
be treated as confidential. The Client shall not permit the disclosure of such confidential
information to third parties without the written consent of the Consultant.

15.Assignment and Sub-Consultants

15.1 Neither party may assign or transfer any its obligations under this Agreement without the
written consent of the other party, such consent shall not be unreasonably withheld.
Unless stated in writing to the contrary, no assignment or transfer shall release the assignor
from any obligation under this Agreement.

15.2 If the Consultant considers it appropriate to do so, it may, with the Client’s prior approval,
such approval shall not be unreasonably withheld, sublet any of its obligations under this
Agreement to a Sub-consultant or engage another consultant to assist the Consultant in
speacialist areas. The Client accepts responsibility for all moneys payable to such other
consultants.

16.Settlement of Disputes

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 16.1 If any dispute or difference of any kind whatsoever shall arise between the Client and the
Consultant in connection with or arising out of this Agreement, either party shall be entitled
to require the dispute to be referred to the Client and the partner or director of the
Consultant, who shall meet within 21 days of the request of such matter being referred to
them.

16.2 If the dispute or difference cannot be resolved within 2 months of such meeting, under
Clause 16.1 or upon agreement that the dispute or difference cannot be resolved, either
the Client or the Consultant may at any time thereafter request that the matter be referred to
Arbitration in accordance with and subject to the Arbitration and Conciliation Act 1996 or
any modification thereof for the time being in force.The venue of arbitration shall be
Gurgaon, Haryana, India. The language to be used in the arbitration proceedings shall be
English. The arbitral tribunal shall comprise of three (3) arbitrators to be mutually agreed
between the Parties,wherein each party shall nominate one Arbitrator each and the two
arbitrators so nominated shall appoint the third Arbitrator who shall act as the Presiding
Arbitrator of the Arbitral Tribunal. The award in such Arbitration proceedings shall be final
and binding upon all parties and judgment thereon may be entered in any court of competent
jurisdiction on application of any Party.

17.Notices

Any notices to be given or other communications to be madeto the other party under the terms of this
Agreement shall be given or made in writing either by sending the same by hand, registered post,
facsimile or email.

To the Client: […name of client…]

[…name of contact…]
[…address of client…]
[…telephone and fax no of client…]

To the Consultant: […name of consultant…]

[…name of consultant…]
[…address of consultant…]
[…telephone and fax no of consultant…]

18.Severability

In the event that the whole or any part of these terms, conditions or provisions shall be
determined to be invalid, unlawful or unenforceable to any extent, such whole or part of any term,
condition or provision shall be severed from the remaining terms, conditions and provisions, and
from the remainder of that term, condition or provision where only a part is severed, which shall
continue to be valid to the fullest extent permitted by law and this Agreement shall be interpreted
as if the whole or part of the term, condition or provision which has been severed had never been
part of this Agreement.

19.Waiver

Any approval given or failure by either party to enforce at any time or for any period any one or
more of the terms or conditions of this Agreement shall not amount to a waiver by them of the
right at any time subsequently to enforce all the terms and conditions of this Agreement.

20.Applicable Law

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 This Agreement shall be governed by and be construed in accordance with the Laws of India.

1. Compliance of Law

21. 1 No Party to this Agreement shall, directly or indirectly, undertake nor cause nor permit to be
undertaken any activity which is:
(1) illegal under any applicable laws or regulations, or;
(2) would have the effect of causing the other party or its subsidiaries or affiliates to be in
violation of the U.S. Foreign Corrupt Practices Act and the UK Bribery Act.

21.2 In connection with this agreement, no Party shall give, offer, promise, or authorize, directly or
indirectly, anything of value to
a. an official or employee of any government, state-owned enterprise, international
organization or any subdivisions, agents or advisors thereto, whether paid or unpaid
(any such person referred to collectively as “Official”), including the Government(s) of
the territories in which work will be performed hereunder;
b. any person(s) or Party(s) while knowing or having reason to know that such thing of
value is to be given, offered or promised to an Official in order to:
i. influence any official act or decision, or;
ii. induce an Official to use his or her influence to affect a decision of any
Government or international organization, or;
iii. induce an Official to do or omit to do any act in violation of his or her lawful
duty, or;
iv. assist the Parties hereto in obtaining or retaining business, or in directing
business to any person, or;
v. to obtain an unfair advantage for the Parties in any respect.

21.3 In connection with this Agreement, no Party shall make a contribution to any political party
or candidate for office on behalf of or associated with the Parties or in connection with the
purpose of this Agreement.

21.4 Neither Party shall retain or engage a third party to carry out sales or marketing obligations
in connection with the scope of this Agreement without obtaining others’ prior written
consent.

21.5 Parties hereby covenants that no officer, director, owners, principal shareholder, family
members thereof, agent, representative or employee of the Parties is an Official and that
the Parties shall not employ any Official during the term of this Agreement. Parties further
covenants that no Official is deriving any benefit, directly or indirectly, from this Agreement.

21.6 In no case shall the Consultant be obligated to take any action or make any payment to the
Client that would cause the Consultant to suffer a penalty or contravene applicable laws or
regulations, including but not limited to the laws of the territories in which work will be
performed, and those of the United States (including, but not limited to, the Foreign Corrupt
Practices Act) and the United Kingdom (including, but not limited to, the UK Bribery Act).

21.7 If the Client breaches any of the covenants contained in this section, the Consultant shall
have the right to immediately terminate this Agreement without penalty or further payment
of any sums due and owing or claimed by the Client hereunder. In such instance, the Client
shall indemnify the Consultant for any penalties, losses and expenses resulting from such
breach of the provisions of this section.

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 IN WITNESS whereof the parties hereto have executed this Agreement the day and year first
above written.

THE CLIENT

SIGNED BY )
For and on behalf of the Client )
)
Witness )

THE CONSULTANT

SIGNEDBY )
For and on behalf of the Consultant )
)
Witness )

aecom.com
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Schedule 1

SCOPE OF SERVICES
Schedule 2

SCHEDULE OF FEES
Schedule 3

SCHEDULE OF PAYMENT