EIL comments on Sub-Consultancy Agreement shared by HaskoningDHV Consulting Pvt. Ltd.

Title : Comments on Sub-Consultancy Agreement shared by HaskoningsDHV Consulting Pvt. Ltd.

vide e-mail dtd. 3rd Nov 2022
Client : HaskoningDHV Consulting Pvt. Ltd.
RFP Ref. No. : DI1259-RHD-ZZ-XX-CO-Z-0001 dtd. 21.10.2022

Sl. Reference
Clause/Article No./Page No. EIL Comments on Sub-consultancy agreement Client’s Response
No. Document
EIL requests Client to modify the referred clause as, “No inspection, Ok accepted.
Cl. No. 2.3/ Sub Consultant's
Sub-Consultancy testing approval or review and no omission to inspect, test, approve
1 Services and Obligations/
Agreement or review on part of RHDHV shall diminish any duty or liability here
Page 2 of 18
under of the Sub-Consultant.”
Sub-Consultancy Cl. No. 3.1/ Main EIL has not been provided the “Main Agreement”. Hence, EIL Ok accepted.
2
Agreement Agreement/ Page 2 of 18 requests RHDHV to delete the referred clause.
The duration of the
study shall be 45 days
from LOA (letter of
Sub-Consultancy Cl. No. 4.1 & 4.3/ Duration of We understand that the referred duration of the sub-consultancy award) or signing of
3 Agreement this Agreement/ Page 2-3 of agreement is 45 days from the Zero date as defined in Cl.6 of EIL the sub-consultancy
18 Proposal Ref. PA-22-0421 (Rev.1). agreement and initial
data provided byu
RHDHV to commence
the study
Sub-Consultancy Cl. No. 5.4/ Scope and Time EIL requests modification of the last para of referred clause as Not accepted.
Agreement Schedule/ Page 3 of 18 follows:
“The Sub-Consultant shall not be entitled to and hereby expressly
waives its right to any extension of time and/ or any additional
4
payment,……………………… above within the periods of time set forth.
Notwithstanding any statute of limitations, the Sub-Consultant
expressly waives its right to bring or to assert against RHDHV any
claims for extension of time and/or additional payment.”
5 Sub-Consultancy Cl. No. 8.4/ Payments and In view of the Warranties defined in Cl. 9.1 and Limitation of Liability Not acceptable. Infact
Agreement Expenses/ Page 5-6 of 18 defined in Cl. 9.4 of EIL Proposal Ref. PA-22-0421 (Rev.1), we request the amount in Cl 9.1
deletion of the referred clause. needs to be revised to

Template No. 5-0000-0001-T3 Rev. 2/ 28.11.2014 Copyrights EIL – All rights reserved
 EIL comments on Sub-Consultancy Agreement shared by HaskoningDHV Consulting Pvt. Ltd.

Title : Comments on Sub-Consultancy Agreement shared by HaskoningsDHV Consulting Pvt. Ltd.

vide e-mail dtd. 3rd Nov 2022
Client : HaskoningDHV Consulting Pvt. Ltd.
RFP Ref. No. : DI1259-RHD-ZZ-XX-CO-Z-0001 dtd. 21.10.2022

Sl. Reference
Clause/Article No./Page No. EIL Comments on Sub-consultancy agreement Client’s Response
No. Document
100% of EIL
consultancy fees i.e.
INR 69.70 Lacs.
Sub-Consultancy Cl. No. 8.5/ Payments and EIL requests the referred clause may please be modified as follows: Not acceptable as it is
Agreement Expenses/ Page 6 of 18 a back-to-back sub-
“Payment to the Sub Consultant under this Agreement shall become contraqct and the
due for payment 45 days after the date the invoice was received by payment terms were
6
RHDHV. and under the condition that payment will be made after also agreed by EIL
and to the extent RHDHV has received the corresponding payment with DGNP (V)
from Client. RHDHV will inform Sub-consultant when payment is
received from the Client.”
Sub-Consultancy Cl. No. 9/ Insurance/ Page 6 EIL may submit a copy
Agreement of 18 EIL requests deletion of the referred clause in entirety as the same of the company PI
7 will have a price implication on the quoted fee vide EIL Proposal Ref. covering all projects
PA-22-0421 (Rev.1). and with value more
than 69.70 Lacs.
Sub-Consultancy Cl. No. 10.1/ Indemnity/ The main agreement is an entirely separate contract between owner Ok agreed.
Agreement Page 6 of 18 and consultant and sub-consultant is not privy to the same. The
contract of sub-consultant is only with the consultant with defined
8
scope of work and payment, which is independent of the contract
between owner and consultant.
In view of the above, EIL requests deletion of the referred clause.
Sub-Consultancy Cl. No. 10.2/ Indemnity/ Not acceptable.
9 EIL requests deletion of the referred clause.
Agreement Page 6 of 18
10 Sub-Consultancy Cl. No. 11.1/ Termination/ The Main Agreement is an entirely separate contract between Ok acceptable if we
Agreement Page 7 of 18 owner and consultant and sub-consultant is not privy to the same. change to 1 week

Template No. 5-0000-0001-T3 Rev. 2/ 28.11.2014 Copyrights EIL – All rights reserved
 EIL comments on Sub-Consultancy Agreement shared by HaskoningDHV Consulting Pvt. Ltd.

Title : Comments on Sub-Consultancy Agreement shared by HaskoningsDHV Consulting Pvt. Ltd.

vide e-mail dtd. 3rd Nov 2022
Client : HaskoningDHV Consulting Pvt. Ltd.
RFP Ref. No. : DI1259-RHD-ZZ-XX-CO-Z-0001 dtd. 21.10.2022

Sl. Reference
Clause/Article No./Page No. EIL Comments on Sub-consultancy agreement Client’s Response
No. Document
The contract of sub-consultant is only with the consultant with notice, since the study
defined scope of work and payment, which is independent of the itself is for 45 days.
contract between owner and consultant.
In view of the above, EIL requests Client to modify the clause as, “If
the Main Agreement is terminated or discharged or if the
employment of RHDHV under the Main Agreement is terminated this
Agreement shall immediately terminate, this Agreement may be
terminated with prior notice of not less than 30 days to the sub-
consultant”.
These provisions make the indemnity obligations under this Not acceptable.
agreement conditional upon indemnity obligations in the Main
Agreement. The Main Agreement is an entirely separate contract
Sub-Consultancy Cl. No. 12.1, 12.2/
between owner and consultant and sub-consultant is not privy to
11 Agreement Intellectual Property Rights/
the same. The contract of sub-consultant is only with the consultant
Page 7-8 of 18
with defined scope of work and payment, which is independent of
the contract between owner and consultant.
In view of the above, EIL requests deletion of the referred clauses.
12 Sub-Consultancy Cl. No. 13.1, 13.2, These provisions make the confidentiality obligations under this The same is not
Agreement Confidentiality/ Page 8 of 18 agreement conditional upon confidentiality obligations in the Main acceptable as the
Agreement. The Main Agreement is an entirely separate contract Main Contract is with
between owner and consultant and sub-consultant is not privy to The Navy and
the same. The contract of sub-consultant is only with the consultant confidentiality is of
with defined scope of work and payment, which is independent of utmost importance.
the contract between owner and consultant. We shall also be
In view of the above, EIL requests modification of the clause as, “ signing a separate
13.1 The Sub- Consultant shall comply with the obligations (if any) NDA for the project.

Template No. 5-0000-0001-T3 Rev. 2/ 28.11.2014 Copyrights EIL – All rights reserved
 EIL comments on Sub-Consultancy Agreement shared by HaskoningDHV Consulting Pvt. Ltd.

Title : Comments on Sub-Consultancy Agreement shared by HaskoningsDHV Consulting Pvt. Ltd.

vide e-mail dtd. 3rd Nov 2022
Client : HaskoningDHV Consulting Pvt. Ltd.
RFP Ref. No. : DI1259-RHD-ZZ-XX-CO-Z-0001 dtd. 21.10.2022

Sl. Reference
Clause/Article No./Page No. EIL Comments on Sub-consultancy agreement Client’s Response
No. Document
relating to confidentiality in the Main Agreement and shall when so
required by RHDHV sign and deliver such documents as reasonably
required by RHDHV acknowledging that the Sub-Consultant shall
comply with the obligations set out therein.

13.2 If there are no obligations relating to confidentiality in the Main

Agreement the The Sub- Consultant hereby agrees that both during
and after termination of this Agreement the Sub-Consultant shall not
and the Sub-Consultant shall procure that the Sub-Consultant’s
employees shall not disclose to any third party or exploit in any way
any matter concerning this Agreement, the Project or the business of
RHDHV or the Client which may come to the knowledge of the Sub-
Consultant as a result of participation in this Agreement. The
obligation contained in this Clause 13.2 shall endure even after
expiry or termination of this Agreement for a period of five (5)
years.”
Sub-Consultancy Cl. No. 14.1/ Warranties/ These provisions make the warranty obligations under this Not acceptable.
Agreement Page 8 of 18 agreement conditional upon warranty obligations in the Main
Agreement. The Main Agreement is an entirely separate contract
between owner and consultant and sub-consultant is not privy to
13 the same. The contract of sub-consultant is only with the consultant
with defined scope of work and payment, which is independent of
the contract between owner and consultant.
In view of the above, EIL requests Client to replace the referred
clause with clause 9.1 of EIL Proposal Ref. PA-22-0421 (Rev.1).
14 Sub-Consultancy Cl. No. 15.2/ Dispute Bidder requests deletion of the following line at the end of the Not acceptable

Template No. 5-0000-0001-T3 Rev. 2/ 28.11.2014 Copyrights EIL – All rights reserved
 EIL comments on Sub-Consultancy Agreement shared by HaskoningDHV Consulting Pvt. Ltd.

Title : Comments on Sub-Consultancy Agreement shared by HaskoningsDHV Consulting Pvt. Ltd.

vide e-mail dtd. 3rd Nov 2022
Client : HaskoningDHV Consulting Pvt. Ltd.
RFP Ref. No. : DI1259-RHD-ZZ-XX-CO-Z-0001 dtd. 21.10.2022

Sl. Reference
Clause/Article No./Page No. EIL Comments on Sub-consultancy agreement Client’s Response
No. Document
Agreement Resolution and Governing referred clause:
Law/ Page 9 of 18 “No disputes shall be referred to arbitration during currency of
Agreement unless agreed to by both parties.”
Sub-Consultancy Cl. No. 15.3/ Dispute Sub-consultant is not a party to the Main Agreement. The contract Not acceptable.
Agreement Resolution and Governing between consultant and sub-consultant is completely independent
Law/ Page 9 of 18 of the Main Agreement and therefore, sub-consultant cannot be
15
made a party to the dispute between owner and consultant.

In view of the above, EIL requests deletion of the referred clause.

Sub-Consultancy Cl. No. 20.1/ Variations/ We understand that the “Schedule 4” referred in the clause is same Ok agreed.
Agreement Page 10 of 18 as Section 7.0 ‘Remuneration’ of EIL Proposal Ref. PA-22-0421
(Rev.1).
EIL further requests Client to modify the clause as, “…..on such other
16
basis as may be fair and reasonable having due regard to all the
relevant circumstances, mutually agreed by both the parties. Any
effect…..”.

Sub-Consultancy Cl. No. 21.1/ Survival/ Page EIL understands the Defect Liability Period shall be upto three Ok agreed.
17
Agreement 10 of 18 months from the date of completion of assignment.
18 Sub-Consultancy Cl. No. 24.2/ Compliance Sub-consultant is expected to comply with UK Bribery laws which are The clause may be
Agreement with Relevant Anti-Bribery not made known to EIL. It has also been provided that non- revised as follows:
and Anti-Corruption/ Page compliance of such laws shall lead to termination of contract with (a) comply with
No. 11 of 18 immediate effect. all applicable laws,
In view of the above, EIL requests deletion of the referred clause. statutes, regulations,
and codes relating to
anti-bribery, anti-
corruption and

Template No. 5-0000-0001-T3 Rev. 2/ 28.11.2014 Copyrights EIL – All rights reserved
 EIL comments on Sub-Consultancy Agreement shared by HaskoningDHV Consulting Pvt. Ltd.

Title : Comments on Sub-Consultancy Agreement shared by HaskoningsDHV Consulting Pvt. Ltd.

vide e-mail dtd. 3rd Nov 2022
Client : HaskoningDHV Consulting Pvt. Ltd.
RFP Ref. No. : DI1259-RHD-ZZ-XX-CO-Z-0001 dtd. 21.10.2022

Sl. Reference
Clause/Article No./Page No. EIL Comments on Sub-consultancy agreement Client’s Response
No. Document
modern slavery
including but not
limited to the Bribery
Act 2010 and the
Modern Slavery Act
2015 (Relevant
Requirements);
Sub-Consultancy Sr. No. 5/ Invoicing Terms/ EIL requests the referred clause may please be modified as follows: Not acceptable as it is
Agreement Page 18 of 18 a back-to-back sub-
“Payment to the Sub Consultant under this Agreement shall become contraqct and the
due for payment 45 days after the date the invoice was received by payment terms were
19
RHDHV. and under the condition that payment will be made after also agreed by EIL
and to the extent RHDHV has received the corresponding payment with DGNP (V)
from Client. RHDHV will inform Sub-consultant when payment is
received from the Client.”
General Limitation of liability In regard to the Limitation of Liability, following clause may please Noted.
be incorporated:

“In the event of faulty engineering i.e. error or omission in the

technical work performed by EIL in respect of EIL’s scope of services,
20
EIL shall perform corrective engineering without any additional cost
to M/s HaskoningDHV Consulting Pvt. Ltd. and no such liability shall
lie three months after the completion date of the assignment.
EIL shall have no guarantees, warranties & liabilities except as
specifically mentioned in this proposal.”

Template No. 5-0000-0001-T3 Rev. 2/ 28.11.2014 Copyrights EIL – All rights reserved