CONSORTIUM AGREEMENT FOR PROJECT MANAGEMENT CONSULTANCY SERVICES FOR ASSAM HEALTH STREGTHENING ‘SYSTEM PROJECT (AHIDMS/JICA/P&C/Consul/PMC/2023/01) By and Between M/s RITES Limited (Leading Member) and M/s Mukesh & Associates (Member) For Mukesh & Associates — KH 10f 53INDIA NON JUDICIAL Government of Assam e-Stamp Certificate No. IN-AS60317457129620V Certificate Issued Date 01-Nov-2028 11:46 AM ‘Account Reference : SELFPRINT (PU)/ as-selt/ KAMRUP METRO AS-KM Unique Doc. Reference 2 SUBIN-ASAS-SELF12835075305928V Purchased by : LIPIKA DAS Description of Document 2 Aticle § Agreement or Memorandum of an agreement Property Description E-STAMP FOR AGREEMENT Consideration Price (Rs.) 0 (Zoro) First Party : RITESLTD ‘Second Party MUKESH AND ASSOCIATES ‘Stamp Duty Paid By MUKESH AND ASSOCIATES Stamp Duty Amount(Fs.) 2 100 (One Hundred only) SELF PRINTED CERTIFICATE TO BE VERIFIED BY THE RECIPIENT AT WWW.SHCILESTAMP.COM type below tht CONSORTIUM AGREEMENT This Consortium Agreement is entered into this 02" November, 2023. ‘Among: (1) RITES LTD. (“RITES”), CIN. L74899DL1974G01007227 a company registered under Companies Act 2003 and having its Registered Office at Scope Minar, Laxmi Nagar, Delhi - 110092 and Corporate Office at Shikhar , Plot No 1, Sector 29, Gurgaon 122001, India represented herein by PU Head, NERPO, Guwahati, duly authorized; (2) M/s. Mukesh & Associates (hereinafter as “M&A") a firm having its office at 2/6, Ranganathar Avenue, Perumal Malai Main Road, Narasothipatty, Salem , 636004, Tamil Nadu, India, represented through it’s Managing Partner, Shri. D. Manojkumar, duly ow For eee & Associates eet ate 015k MPPARTNERIndividually and collectively also referred “Party/Member” 0 e it " a fF 10 as elther “Party/| a Whereas (A) M/s. Assam Health Infrastructure Development and Management Society, Medical Education and Research Department, Govt. of Assam hereinafter called the “Client”, Issued Invitation for Prequalification in April 2022 and subsequently a Request for Proposal dated 18.08.2022, Corrigendum’s thereafter and Agreement dated 23,03,2023 and for the appointment of Consultant for ASSAM HEALTH SYSTEM STRENGTHENING PROJECT. Contract between Client AHIDMS & Consortium (M/s RITES Ltd. & M/s. Mukesh & Associates was signed on 23,3.2023), ‘THE JV/CONSORTIUM of M/s. RITES Ltd., and M/s Mukesh & Associates have been awarded the referred work vide Contract No. AHIDMY/JICA/P&C/Consul/PMC/2023/01 dated 23.03.2023 (herein after called the “Main Contract”) for an amount of INR. 111, 1345, 426/- (Rupees One Hundred and Eleven Crores Thirteen Lakhs Forty Five ‘Thousand Four Hundred and Twenty Six) + USD. 1,264,065.50/- (One Millon Two Lakh Sixty Four Thousand Sixty Five Dollars and Fifty cent) (8) The Parties, having recognized their respective and complementary experience and capabilities, cooperated to form an unincorporated consortium on an exclusive basis and to bid for the Project. were invited to negotiate with the Client by notice (0) The Parties that submitted the bid, 3.2023; dated 10.03.2023 and signed the agreement with client on 23.0: (E) The Parties wish to enter into this agreement to establish their mutual rights and obligations during the execution of the project. NOW THREFORE, in consideration of the above, the Parties agree as follows: 1 DEFINITIONS - PURPOSE 1.1 Definitions Inthis document, the following terms shall have the following meanings: a) Agreement: shall mean this document and its annexes, f the Agreement by an instrument in shall mean the modification of 5 to be bound b) Amendment: a by a duly authorised representative of the Partie writing executed thereby. c) Bid Process: shall mean the whole tender procedure conducted by the Client the signature of the Contract For Mukesh & Associates a 4 feanss . hee 3 0f 53 i PARTNER gta) e) e) 4) i i) 9) 12 a) ae Budget: shall have the meaning ascribed to it in Annexure 1 Client: shall mean Assam Health Infrastructure Development and Management Society, (AHIDMS). Consortium: shall mean the temporary contractual relationship between the Parties forming, for the sole purpose of the performing the Services under this Contract, without creating any legal entity hereunder. Contract: shall mean the Contract for Project Management Consultant for ASSAM HEALTH SYSTEM STRENGTHENING PROJECT that has been awarded to the Consortium and signed Lead member: shall mean the Party appointed to lead the Consortium in the performance of the Contract and authorized by the members of the Consortium to generally represent the Consortium and its members in all its dealings with the Client in connection with the Project, until expiry of the Contract. Percentage interest(s): shall mean the percentage share of each of the Party as initially set out in Clause 2.2 . Project: shall mean Consultant for Assam Health Infrastructure Development and Management Society, (AHIDMS). ‘Scope of Works: shall mean activities forming the Services under the Contract ‘that are attributed to each Party as per their respective deployment plan Services: shall mean all of the works, goods and/or services to be performed by the Parties pursuant to the Contract. Steering Committee: shall have the meaning ascribed to it in Article 3.7 hereinafter. Tender: Shall mean the bid prepared and submitted by the Parties in response to the invitation to Tender issued by the Client. Tender Documentation: shall mean the invitation to tender and all accompanying documentation provided to the prequalified participants. Interpretation In this Agreement, a reference to: (i) “costs” includes a reference to costs, charges and expenses of every description; and For Mukesh & Associates es Heb. 401 53 PARTNER(il) words preceding “include”, “includes”, “including” and ‘included’ shall be construed without limitation by the words which follow those words. b) The headings shall not affect the interpretation or construction of this Agreement. )__Ifany provision of this Agreement is declared void, illegal, or unenforceable, in whole cr in part, it shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the Parties, and the remaining provisions shall retain their full force and effect. 4) All the documents forming the Agreement (and all its aspects) are correlative, complementary, explained mutually in terms of each other and must be read as @ whole. In the event of conflict between any of the provisions of this Agreement, provisions shall be interpreted with reference to the documents listed below in a decreasing order of priority, that the Parties represent to have a perfect knowledge of: |) This document (including the preamble); ii) Contract, and all its annexes following its order of hierarchy 1.3. Purpose of this Agreement 2) The purpose of the Agreement is to set up a Consortium in order to perform the Services under the Contract according to the terms and conditions of the said Contract and to set out the Parties respective rights and obligations in relation to the implementation of the Project. b) Under this Agreement, each Party agrees to proceed with each other and with the Client on the basis of mutual trust, good faith and fair dealing and to use its reasonable efforts in order to achieve the implementation of the above work. Its understood that nothing contained herein shall be construed to authorize any party to act as an agent for any other Party. No Party has or shall have the authority or right, nor shall any Party hold itself out as having the authority or right, other than What is set out under this Agreement, to assume, create or undertake any obligations of any kind whatsoever, express or implied, on behalf of or in the name of the Parties collectively or in the name of any other Party without the express prior written consent of the Party (ies) concerned. d) This agreement will become effective after the approval of client namely AHIDMS and competent authority of RITES LTD. a For Mukesh & Associates . Ger Soe. PARTNER 5 of 532.0 PERCENTAGE INTERESTS AND SCOPE OF WORKS 21 Scope of Works a) Theallocation of portions of the Services under the Contract to each of the Party is set out in the Scope of Works set out as per deployment plan from each of the consortium member. b) The Parties understand that the Consortium is composed of members with different but complementary skill and competences. The Scope of Works was allocated based con the expertise and competence represented by each Party to the Client and to the ‘other Parties. As such, the work assigned to one Party under the Scope of Works shall be the responsibility of said Party and the role of the Lead Member shall be merely to coordinate the different work assigned to the Parties to ensure the ‘coherent performance of the Scope of Works. ) Each Party shall at all times be responsible for the delivery of the Scope of Works with which it is assigned in accordance with the Contract. 2.2 Percentage Interests a) The Share ratio is given in Annexure-1 & 2. b) The parties acknowledge that the needs of the Contract and the Project and the availability of the personnel and other resources would necessitate adjustments in the Scope of Works. 2.3 Allocating variation Work Variation work in any of the Services (including modifying, increasing or reducing the Scope of Works/Additional Man-month accepted by the client) under the Contract shall be bifurcated as per the specified share amongst the consortium/JV partners. If such responsible Party is unable to undertake the variation work, then the responsibility for the variation work shall be confirmed through the Steering Committee. In such case, the following mechanism will be followed for the bifurcation of the additional man-month accepted by client 2.3.1: On expiration of the originally proposed man-month in the main contract, the steering committee will discuss and unanimously approve the additional man-month required for the completion of the balance scope of work. 2.3.2: The request for additional Man-month will be submitted by the Lead member to the client on expiration of the man-month provisions of the main contract for client approval. ee oe For Mukesh & Associates Stolen. PARTNER 6 0f533.0 Ba 32 b) °) 4) e) 8) 4) qe RELATIONS WITHIN THE CONSORTIUM Powers of the Lead Member. The Parties appoint RITES as the Lead Member of the Consortium. The Lead Member is vested in such capacity with full powers to represent the Parties towards the Client to the extent permitted under this Agreement. Responsibilities RITES will appoint a Project in-charge (PC) and Mukesh &Associates will appoint a Team Leader (TL) in accordance with the requirement of the contract. The TL will work in coordination and as per the direction of PC / authorized representative to client along with the direction of Managing Partner namely Mr.D.Manojkumar of Mukesh & Associates and will perform all the tasks as given in the contract for his assignment. In coordination with the client, PC and Team Leader will be responsible for the day to day management of the project. PC and TL will manage and co-ordinate all financial and contractual scheduling matters necessary for the timely and efficient performance of the Contract, and to report on such matters to the Steering Committee at such times and in such manner as the Steering Committee shall direct, including setting up the invoices for the Services performed by the Consortium based on the invoices set up by each Party related to its Scope of Works and transmit them to the Client and to follow-up payments with the Client. PC and TL will ensure to implement any decision made by the steering committee or made by all Members as the case may be; PC and TL will coordinate the performance of the Services, by coordinating the preparation of a programme to implement the Contract with clear reference and agreement for each of the parties in relation to their respective Scope of Works. PC and TL will organize, coordinate and establish all necessary contacts and the dealings with financial advisors, insurers, bankers and others in relation to bank guarantees bonds and insurance to their respective scope of work. In coordination with the PC, TL will report to the Steering Committee on the performance of all the Parties. PC in consultation with TL will liaise with the Client, coordinate and facilitate any negotiations with the Client on behalf of the Consortium and each of the parties on any claim for additional payment or additional time for completion of the Contract, ere For Mukesh & Associates 7 of 53 Dew Poy, PARTNER") o) P) qd s) » 3.3. or any other contractual benefit available or other matter arising under the Contract or any claim against the Consortium, PC along with TL will organize and chair progress and coordination meetings and to ensure that the decisions arrived at are implemented PC will assess and recommend to the Members the amount of the Budget and the ash-call plan and perform the associated obligation as per Annexure 18 2. PC will transmit at earliest and in due time to any and all the other Parties the communications of common interest received from the Client as well as any information provided by the Client pertaining to the Contract: and PC will transmit a copy of the documents to be delivered to the Client by the Consortium at the earliest and in due time to the other partner. Other member will make deliveries of the assigned Scope of work by member and co-operate with the Lead Member in preparation of the documents necessary for the execution of the Contract. Other member will keep the Lead Member informed of any problem which might affect the normal and timely performance of their specific Scope of Works or of the Contract Other member will provide BG/Insurance ete. for share/component. Other member will provide the Lead Member in due time with all relevant information and document which may be needed by the Lead Member in dealing with the Client, assisting and attending in meetings with the Client Other member will assist and cooperate with the Lead Member in preparing any memorandum, reservation, claim or any other contractual benefit available or other matter arising under the Contract, to the Client or third parties Lead Member and Mukesh &Associates shall provide the necessary identified personnel, resources and materials as needed to accomplish the Scope of Work. TL will report on technical matters related to his Scope of Works to the Steering Committee at such times and in such manner as the Steering Committee shall direct. Costs, expenses, and remuneration of the Parties during the Performance Phase {a) General Principle Each member shall be responsible for keeping its own accounts in respect of payments due to it and for its own financial affairs generally each member shall be responsible for dealing with its own tax affairs including Direct and Indirect Taxes and its own social security affairs where relevant, and for accounting to relevant authorities. For Mukesh & Associates Gere Sey penny 8 0f53 PARTNEREach Member shall receive the payment separately from the client for the services rendered by respective member under the main contract with client {b) Remuneration of the Parties (i) Since the client will pay the JV/consortium members separately, each Member in J¥/consortium shall prepare and submit their invoice together with all necessary supporting documents to the client separately for their respective share as furnished in Annexure - 1 and as per the procedure laid out in the main contract and each party shall be responsible for the accuracy of its invoice. Each Party shall be available to reply to any query raised by the Client on any of its invoice. The Invoices of shall be signed by the authorized representatives of the respective JV members and submitted to the client within 14 days of each month. The other member of the consortium shall share their invoices to the lead member for onward submission to the client. All banking charges or fees for transactions, and any exchange rates losses or profits between invoicing the amount and receiving the amount shall be borne by respective member, (c) Reimbursable Expenses To avoid loss of non-availability of Input Tax credit all reimbursable expenses involved in the project including Per Diem allowances (Foreign & Local), International air travel, National air travel, Office Accommodations including Back office support, ‘Transportation (Car & Train), Communication Cost, Reproduction of Reports, Cost of Procuring the professional Liability Insurance & Other Insurances for all the employees of the consortium relevant to their affiliation (i.e. respective employees of both Lead partner and other partner) shall be incurred by respective partner to the extent of the share mentioned in the attached Annexure-2. Each Member shall receive the payment towards reimbursable expense separately from the client for their respective claims. The Invoices towards reimbursable expenditure (duly signed) shall be raised on client directly by the respective JV members. and shall submitted to the client within 14 days of each month. The Invoices shall be shared between the JV members for approval by the Lead partner prior to their submission to the client. (d) Interest on Delayed Payments and Price Adjustment (i) Applicable rate of interest on delayed payments as specified in GCC Cl. 6.7 of main Contract shall be applicable to both the parties. ) Applicable price adjustment as specified under SCC Cl. 6.8 of main contract shall be applicable for both the parties (e) Expenses under Non-Competitive components The Expenses towards Non - Competitive components such as Provisional sum, Provisional sum for Covid-19, Provisional sums for contingency allowances indicated in Annexure 1 shal be incurred by both Partners same, RITES apd, MBA on 2 clates Qe ce 9053 Sto by, PARTNER,34 35 36 a) b) d) 37. a) Yar mutually agreeable basis. (f) In case, if any reimbursable expenses and non-competitive components that exceeds than the ceiling reimbursable amount contained in main contract or any Portion of such expense amount disallowed by client shall be divided between the members in proportionate to agreed respective share of remuneration. ‘Advance Payment Security ‘As per GCC clause 6.5 (a) and SCC Clause 6.5 (a) (agreement signed with client), advance payment security is admissible, if the partners agree to claim Advance payment of 10%. Both Lead partner and JV/ consortium partner shall submit separate Bank guarantee to the client for their respective share in the Joint venture towards obtaining advance payment as per the provisions of the main contract. Tax provisions Each Party shall bear any taxes, duties and charges as applicable that may be levied on the portion of the remuneration/reimbursable/provisional sum from the Contract it may receive. Insurance Each Party shall take out and maintain at its own charge insurance covering its liability under the Contract. Each Party undertakes to provide any other Party with a copy of the insurance certificate upon written request sent by such other Party. This certificate shall dicate the amount and extent of the coverage, the term of its validity and state that the payment of the relevant premium has been made (Clause 3.5 of SCC of agreement with client may be referred). Each Party shall contractually bind its sub-contractors to comply with the provisions of this section. ‘The parties understand that the Cost of procuring the Professional liability Insurance & Other insurances will be incurred by each partner separately as per the Form FIN-4 and shall be reimbursed directly by the client to each party. Steering Committee A steering committee shall be set up comprised of representatives of each of the Parties who will have all power to act for and in the name of its Party that it represents. Each Party shall designate a single representative and substitute who, in case of representative’s absence, will have all power to replace him. Each Party may decide to replace its representative and its substitute provided,the same is notified eat 4 or Mukesh & Associates fire 100153, Deri . PARTNER,to the other Parties immediately in writing. The Steering Committee shall be chaired by the representative of the Lead Member. The Lead Member shall call for the ‘meeting and organize the same, including preparing the minutes of the meeting, The authorized representative of each parties that constitute the steering committee are as given below: |. RITES Ltd. ~ PUH/ RH /VH as decided by competent authority of RITES Ltd. Mukesh & Associates - Shri, D.Manojkumar, Managing Partner, Salem b) The Steering Committee shall be called and shall meet at least once in a month initially for one year then every Quarter for balance period of the project. The ‘meetings of the Steering Committee shall be held in Guwahati, Assam or in any other place mutually agreed upon by the Parties. Should circumstances require, it may be convened at any time at the request of any Party, via a written prior notice of at least five (5) days addressed to each of the Parties. The meeting may also be held virtually by audio-video means with prior confirmation of all the committee members. The members are responsible for all costs incurred by the attendance at any meeting of Steering Committee. €) _ Decisions of the Steering Committee shall be considered as valid if all the Parties are Present or represented at the meeting. The quorum of the Steering Committee shall be one representative appointed by each of the Members or their duly appointed alternate person and such representative of alternate must be present throughout the meeting. The representative of the Lead Member shall prepare minutes of each meeting of the Steering Committee and shall circulate a copy to the other Parties. The minutes of Meeting shall be drawn in writing and signed by each of the members. 4) Decisions of the Steering Committee shall be made in general by unanimous decision. In the event that unanimous decision cannot be reached for a matter bought to the attention or decision of the Steering Committee, the Steering Committee shall set a second meeting. If unanimous decision cannot be reached at this second meeting, the Lead Member can refer to the higher management of other partylies). ) The Steering Committee's main functions are (1) to set the policies and strategy for the administration of the Contract; and (2) taking all important decisions relating to the Agreement and to the performance of the Contract which are not specifically delegated to the Project in-charge or any of the project team. This shall include: |. establishing the strategy of the Consortium in relation to its operations, and to oversee the implementation of that strategy; Il. Establishing the procedures related to the personnel and resources to be supplied to the Consortium by the Parties, approving the appointment and/or removal of the Key Personnel, and managing the quota of personnel to be replaced and allowed to be replaced, including managing and allocating the dit ties not ding the JV i a ig, mmogting pens rok ceeding the POPHEREL'AGsociatos 110f53 2 ( . PARTNERvi vu. vill, XI. establishing or changing the insurance and bonding programs for the Consortium establishing the procedures for subcontracting, procurement of material and service or other provisions from third parties; approving the procedures for accounting and financial management approving the leasing of any property by one Party for the purposes of the operation of the Consortium and the location of the Consortium's operations office; deciding upon any issue raised by the Project team and/ or the Project. In- charge by any Party; approving all negotiations with the Client related to this Consortium and ‘monitor the relationship between the Client and the Consortium; monitoring the operational, technical and financial performance of the Consortium, including the relations with the Client; approving and coordinating external communications related to the Contract, such as press releases, to be made by any Party to ensure consistency; Making any other decision and taking any other action necessary for the fulfilment of the purposes of this Agreement and the Contract, not otherwise provided for herein. f) All Members and the Steering Committee shall ensure that no action or decision relating to any of the matters specified under this clause ("Reserved Matters") shall be taken or be proceeded with or shall deemed to be approved, unless unanimous votes of all the Members have been procured in favour or all the Members give their prior approval thereof to proceed with. The Reserved Matters are: a) b) ¢) 4) alteration in Proportionate Shares of the Members; Inclusion of any new Member to the Consortium; dissolution of the Consortium subject to provision of the agreement; ‘a Member will not be entitled to make any agreement or arrange with the Client modifying the terms of the Proposal or the Contract Agreement nor to establish or agree any variation, instructions or procedures modifying or supplementing the terms of the Contract Agreement or ce s Aare without the prior consent of the other Merbers eat S8OGKMES increasinig or decreasing the Scope of works of BAY BeBe Crete . 12 0f 53 Some eae .e) _ establishing the strategy of the Consortium in relation to its operations, and to oversee the implementation of that strategy; f) establishing the procedures for the day-to-day management of the Consortium including defining the authorities granted to the Project Director; 2) Increase /decrease in liabilities /responsibilities with respect to any of the member. h) approving the procedures for accounting and financial management and approving the budgets for Joint Operating Expenses, and other budgets that may be required in performance of the Contract Agreement and this ‘Agreement, and related control reports, monthly follow-up reports, balance sheets and other financial reports relating to performance of the Contract Agreement and this Agreement, and other documents as required and related to bookkeeping, accounting and financial matters; i) approving settlement of Claims by and against the Consortium, and the commencement of defence of such claims in arbitration or litigation, and the ‘conduct and handling of such claims; i) deciding on any termination or suspension of the Contract Agreement; 38. Personnel a) The Parties commit to provide and nominate staff suitably qualified and experienced to undertake the work/ Services required or as approved by the Client under the Contract. b) The Parties commit to provide the personnel approved under the Contract and during the negotiations with the Client. Any personnel nominated for a corresponding position must be made available by the relevant Party for the Contract. ) The Parties commit to use their best efforts to ensure continuity of service of their personnel. In the event that the Client requests that a personnel be replaced, the Party providing said personnel shall nominate a replacement within (60] days of equivalent or higher qualifications or as approved by the nt. d) _Exceptas the client may otherwise agree :- i) Each partner shall bear all additional travel and other costs arising out of or incidental to any removal and/or replacement; And —, For Mukesh & Associates Toyo, PARTNER 13 0f 53li) The remuneration to be paid for any of the experts provided as a replacement shall not exceed the ceiling remuneration mentioned in the main contract. e) If any of the Party is unable to provide the personnel proposed, the Steering Committee may decide who among them will substitute and provide the personnel. If need arises on urgent basis, if any of the partner not able to fulfil the any position as given in the agreement against the responsibility, then the Position will be filled by the other member for the decided period as per the mutual consent. However, overall agreed remuneration ratio will be maintained between both members, 4.0. STANDARD OF PERFORMANCE 4.1 Each partner shall perform the services and carry out the services with all due diligence, efficiency and economy, in accordance with generally accepted professional standards and practices, and shall observe sound management practices and employ appropriate technology and safe effective equipment, machinery, material and methods. 42 Each partner shall employ and provide qualified and experienced experts and sub- consultants as required to carry out the services. 5.0. LEGAL COMPLIANCE 5.1 The Parties agree that it is their policy to comply with all applicable laws and mandatory requirements of any applicable governmental body in connection with its Project activities. Each Party will indemnify the others against any fines, costs or damages incurred by the others (including reasonable legal fees) as a result of the Party's failure to so comply. 5.2 No Party to this Agreement shall, directly or indirectly, undertake nor cause nor permit to be undertaken any activity that: (a) _isillegal under any applicable laws or regulations, or; 5.3 In connection with this Agreement, no Party shall give, offer, promise or authorize, directly or indirectly, anything of value to: (2) an official, officer, employee or any other person acting in an official capacity for or on behalf of any government (including any department, agency or instrumentality thereof), 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: ; ae 0) nee ry ofl actor decor o osh & Associates Ber wees : Sto Ke 140153 PARTNER(i) induce an official to do or omit to any act in violation of his or her lawful duty or; induce an of decision ial to use his or her influence to affect or influence a (iv) or act of any government, instrumentality, or international organization, or; (v)_ assist the parties hereto or any other person in obtaining or retaining business for or with, or in directing business to the party(ies) or any other person, or; (vi) to obtain or secure an unfair or improper advantages for the parties in any respect. 5.4 In connection with this Agreement, no party shall make a contribution or give, offer, promise or authorize, directly or indirectly, anything of value to any political party, official of a political party or candidate for office on behalf of or associated with the Partylies) or in connection with the purpose of this Agreement. 5,5 In connection with this Agreement, no Party shall engage in any acts of bribery, kickback or other improper inducement, including bribery of a person in the private sector. Without limiting the generality of the foregoing, no Party shall give, offer, promise or authorize, either directly or ingirecty, a financial or other advantage to any person to induce a person to perform impropery a relevant function or activity or to reward such improper performance or where the Party knows or believes that the acceptance of the advantage in itself constitutes the improper performance of 2 relevant function or activity. 5.6 A Party shall not subcontract any part of the Services nor retain of engae® ® Consultant to carry out sales or marketing obligations in connection withthe scope OF this Agreement without obtaining the other Party's prior written consent, such Party reserves the rights in its soe discretion to reject a request to eneGe oF retain any such Consultant. any action or make any payment to the 5.7 Inno case shall a Party be obligated to take .uffer a penalty or contravene applicable other Party that would cause such Party to st laws or regulations. 5,8 Ifa Party breaches any of the covenants contained in this section, the other Party shall have the right to immediately terminate this Agreement without penalty or further payment of any sums due and owing of claimed Py the defaulting Party hereunder. In such instance, the defaulting Party shal indemnify the innocent Party for any penalties, losses and expenses resulting from such breach of the provisions of this section 6.0 _ SETTLEMENT OF DISPUTES 6:1 This Agreement and any dispute or claim arising out of orn sagen HAabaates gertt® 15 of 53 erie - PARTNERsubject matter or formation (including non-contractual disputes or claims) shall be construed in accordance with the laws of India. The parties shall seek to resolve any dispute amicably by mutual consultation. If the matters cannot be settled through amicable settlement then the disputes need to be resolved through arbitration. 6.2 All disputes arising out of or in connection with this Agreement shall be finally adjudicated by a sole arbitrator to be appointed from amongst the list of arbitrators ‘empanelled by RITES Ltd.& shall be governed in accordance with the Arbitration &Conciliation Act, 1996 or any amendments thereof. The seat of arbitration shall be Delhi. The Courts of Delhi shall have exclusive jurisdiction. The language of arbitration shall be English, 7.0 DELAYS IN COMPLETION OF THE PROJECT As per the Contract No. AHIDM/JICA/P&C/Consul/PMC/2023/01 dated 23.03.2023; Time completion for the said work is 60 months from the date of Commencement of services. If any liquidated damages / penalty is imposed by the Client i.e. Project Management Unit (PMU), AHIDMS on the JV, then both the partners of consortium will have to bear the Compensation/LD/Penalty to the extent of agreed remuneration in the financial bid. However in case the penalty/LD is levied by the Client because of default in scope of work attributable to_any of the member_of the consortium, the Penalty/LD shall be borne by that JV member. : In case any liability/claim at any stage or after completion of project it will be shared in proportion of agreed percentage interest as per clause 2.2). 8.0 GENERAL PROVISIONS 81 As from the effective date, this Agreement replaces and supersedes all verbal and/or written communication that may have occurred between the Parties concerning the Purpose of the Agreement. 82 NoMember shal sel, assign, mortgage, pledge, transfer or in any way dispose of any rights or interests under this Agreement to any other/ Third party including by way cof merger or amalgamation or take over. 83 The failure of a Party, at any time, to enforce any provision of the Agreement or to require performance by the other Party of any provisions of the Agreement, shall in no way be construed to be a waiver of such provision nor the right of either Party to enforce in the future each and every provision. 8.4 No waiver, modification or change of any of the provisions of the Agreement shall be binding unless made in an amendment duly executed by the authorised representatives of the Parties. 85 Notices or communications between the Parties shall be in writing: by fax transmission, by fax immediately confirmed in writing, by ordinary letter, or For Mukesh Associate: Ber ors 160153 repatcoa : PARTNERregistered letter with acknowledgement of receipt or by e-mail. The communications shall be deemed duly delivered as of their receipt by the recipient Party. All correspondence must be addressed, postage prepaid, to the addresses as follows | Lead Partner — RITES Ltd, PU Head, NERPO, Guwahati | e-mail: pughy@rites.com Shri.D.Manojkumar, Managing Partner, Salem | ES: | ‘manojkumar@mukeshassociates.com ‘Other Member — Mukesh & Associates 86 The Parties shall at any time notify the other (s) in writing in case of a change of address or correspondent. 8&7 Each individual executing this Agreement on behalf of a Party represents and warrants that he has been fully empowered to execute this Agreement and that all necessary action to authorise the execution of the Agreement has been taken. 88 The agreement is made “intuitu personae” (“with regard to the persons of each Party”). Therefore, a party shall neither transfer, nor assign to a third party all or part of the rights and obligations incumbent on it from this Agreement without the prior written consent of the Other Party (ies), which consent shall not be unreasonably withheld or delayed. 8.9 The Subject to the Client’s approval, each Party may perform part of its Scope of Works itself or by way of sub-contracting under its own and sole responsibility. 8.10 The legal nature of the Consortium created by this Agreement shall be a temporary contractual relationship without formation of any legal entity. The “affectiosocietatis” and sharing of profit and/or losses are expressly ruled out herein as well as any direct or indirect imputation or presumption that the Consortium is @ de facto or any other type of company. The Parties shall pay due care and attention to ensure that the Consortium shall not, as set out here above, be deemed a company. Each Party shall benefit from the profits and bear the losses arising from the performance of its share of the Scope of Work. Save as may be provided hereto, each Party shall act as an independent contractor toward the other Party (ies) and not as the agent of the other Party (ies) and, accordingly, shall act with respect to third parties and, notably its suppliers and sub-contractors, in its own name and on its behalf only. 8.11 During the term of this Agreement, the Parties shall act on an exclusive basis. Each Party shall refrain from participating, directly or inglvectiy, to the submission of t Mukesh & Associates Ga ae ; 17 of 53 Stee, PARTNERanother Tender Bid to the Client and to the performance of any part of the Project except within the framework of this Agreement. Neither Party shall directly or indirectly enter into any agreement similar to the Agreement with any third party without the prior written consent of the other Party (ies) for the performance of any Part of the project, 8.12 This Agreement and all correspondences and notices under it, including the Proceedings and minutes of Steering Committee shall be in the English language. Signed on the 02" November, 2023 in two original copies as necessary for the Parties, |nwitness whereof, the Parties have caused this Consortium agreement to be executed by sir respective authorized representatives on the date and year mentioned herein above. the Witness: : C ) 1 T.¢- Dar CRamemDHARAND.E) : O yt 2 a yb ae Ge Gite fl Giemanra komen Senet) ‘ iM 18 0f53,‘waNLUVd ‘Lemaire es 1061 “ eennrgre Tt EAD hovepposey 2p Hannibal 103 82028 UNI = T GSN #ZZOz 1940390 OT UO BIeY Igy :23eN SBUEYDXS 00'E9620SSTZT Oo'szpsverttT os'ss0vezt rev0n 00'ZZ9BVETLZ Oozzvesssz O0'ez876T reoans | o0'2z98v669T oo-zcvesopst oo'ezsz6t queynsuod aus Aq a1qeked a sa}euuNSg Sexe] Ju1pU] [2907 ‘00'000000TL 00"000000TL ° ‘Bauemorty AauaBUNUOD 105 wins jeuOISIAOIG | oo o0000vee ‘00'00000v8z ° - (00"0000002 | e0"0000002 ° GT-PIAGD 10} wing [eUOISIAOI P: a siuauodwios anpnedwio>-uON Oo'seE6st¥ Hs Oovrsessssss =| os zbzTZOT rere-qns oo'eezortsct 00'0E89E//9T oo'08r68 a sasuadyg aiqesinquiay o0"g0T6r069z oo'bztevTEE9 os'z92186 uonesounwiay UND (ssadny) ~ Getoa say uausjeninba ero UNI gsn swuauodutey anpnadwioy ‘ouaun> _ ‘S1S09 40 AUVINWNS Z-NId WHOS ROBRUOD UEW 40d Se 3509 jo AreuRUINS [TEF9KO “peNUOD WleW ay3 19d se ers Hoddns Pue sjeuoissajoud Aay-uou “Aay jenpiaipur Aq dn uayer aq 0} sySe3 YIM “3eUOD UIEW ay YAM BDUepIOI0e U! 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TOSS 7 YSOANW 107 ] eS (ieuonen) oosiivy oo'sh 00s66 000 o0s66 UNI 4 T-s@eul8ug uoddns | ss pauwieu aq o1 (uopnoarg 9 u3jsaq) 44v1s 1YOddNS OSLvEzcLT o0'zts 0s'9pT [ 0) 1eov-qns (reuonen) | oootozt 009 oosesz 000 oosesz UNI rE) adxg jeauyvayoap | 7237 | paweu aq oL : (jevonen) © ooosose ove oosesz = | 0010 oosesz UNI 44 = sa8euew uonsnysuoy | 0537 paweu aq o1 (ieuonen) ” | 00osOs8 O0'0E o0sesz 00'0 OOSEsz UNI id -sadeuew uononaysuod | 6y 37 | | Paweu qo, (ewonen) paweu aq o1 Iss ovoezss 000 Zyete ooozt CobTe UNI (jeuonen) syjuow OT - "SON ZT - (Aiddns aayem) uewsiysneid vd paweu aq o1 rss OvoEecss tepte oo'ozt Zyete UNI (yeuonen) suyuow OT - “SON ZT - (OWAH)uewsiy3nesg Gv> paweu aq o1 iss ovoEecss 000 | cre oo'ozt yeTe UNI (jeuonen) SuyUOW OT - “SON ZT 24y29[g)UeWSIYBNeIG GYD paweu aq o1 TIss | ovoecss. 000 Zyete ooozt ete UNI dd (jevonen) ‘SuUOW OT - “SON ZT - (jermonns)uewsiygnesa avd paweu aq o1 otss (evonen) SUIUOU OT - "SON ZT - (aimpauyuy)uewsiysnerg avowanwawe Lribie necoossy @ YseINW 108 oom comm oon6 o006wO oo0stHe o00uEHE | 0047060 ourv00s6 0009 on oo0r oor (0009 0009 0009 oonst oonet oseey oseiy osely oseey “cHOY 000 000 00 0 | 000 00 o0'0s01 oonet OOHLE osely osely oseey oseey ScHoy £910 ty UNI NI NI INI UNI UNI uu uw my yeh A AS (jeuonen) C- URTSISSY 8310 “ | | poweu oqo, (jeuonen) TE-quersissy ajo] 9 poweu oq 01 (jeuonen) v- uedxa wopeuewnsog | ¢ poweu oq o1 (jeuopen) € Wodxg uopewuawnseg | y poweu oq o1 (jeuonen) t- uedxg uopeuewnsog | ¢ T- Wadxg uoneuawinsog | z poweu oq o1 uoHeN) soeurw wunosy | 1 powiwu oqo, (oapeasiujupy) dvs LYOddNS (a) wov-qns.waNLavd Levy be ~a33 4S eqoossy 77 95040 108 [bosszzvoe os'zeor os'pozt UNI- (3404948) [EOL OvezsT 9 [o asn-(v) 110, oosssost Ove o (a)- 1x04 ansReimbursable Expenses / Out of Pocket Expenses: (Please refer clause 3.3 (c) of this agreement) Reimbursable Expenses: aun 43 of 53 Dolo, PARTNER FORM FIN-4 REIMBURSABLE EXPENSES - RITES LIMITED a: Expenses - Foreign* S.No, item Unit? | currency? | UN | aeys | cost | type” Cost? 1 | Perdiem allowances Day | uss | 104 | 333 | 34632.00 | uRR 2__| International Air Travel RT uss | 1596 | 25 | 3990.00 | cr Office Accommodations 3 | including Back ofice support.| Month | USS le 7 = Transportation (including | Vehicle rental) 4 | (Carforuse as and when Month | uss | 0 | 0 ° - required/Train including Head Office) Communication Cost 5 | including Head Office ee ° = Office Furnitures & | § | cquipments & softwaresese, | Month | US$ | 0 | 9 |. 0 7 [Com Remalondtreetcot Toon! uss | 0 | o 0 = any equipment : Reproduction of Reports 8 | including Head Office Aantal | tae lee 2 Miscellaneous administrative and Support cost including 9 | office Operation, support Month | uss | 0 | 0 ° - personnel including Head | office | Cost of Procuring the 10 | Professional liability Neaty | Use | 0 (00 0 : Insurance & other insurance Total Reimbursable Expenses (Foreign) | 74,532 For Mukesh & AssociatesFORM FIN-4 REIMBURSABLE EXPENSES - MUKESH & ASSOCIATES S.No. tem Unit? | exreney a cot | on cost® Type” 1 Perdiem allowances Day USS | 108 67 6968.00. URR | International Air Travel RT USS 1596.5 7980.00 ACR Office Accommodations including | ee | Lr eee ee | Transportation (including Vehicle rental) 4 | (Carforuse as and when Month | us$ | 0 0 0 - required/Train including Head | | office) | | — | Communication Cost inieuding | ] | : | 5 \tesaonee | Month | uss | 6 | 0 | oO I e | a Office Furnitures & Equipments & | 6 ae Month | uss | 0 0 0 - | Cost, Rental and Freight of any 7 | equipment | tumpsum uss ee aa ae Reproduction of Reports including 8 Head Office Month US$. 0 oO 0 {7 Miscellaneous administrative and | | Support cost including office | | > | operation, support personnel Month | usp po poy of including Head office L fa | Cost of Procuring the Professional | T | 10 | liability Insurance & other | Yearly uss 0 | 0 0 - insurance ie 1 | | Total Reimbursable Expenses (Foreign) | 14,948 For Mukesh & Associates ne pat 7 alee 44 of 53Reimbursable Expenses (Local) : FORM FIN-4 REIMBURSABLE EXPENSES - RITES LIMIT Expenses - Local! S.No. Item Unit? Currency? Unit Cost* Qty* costs Type" Per diem allowances Day INR 9070 614 | 5568980 URR National Air Travel RT. INR 39700 50 | 1985000 ACR Office Accommodations including Back office support ‘Month INR 60 | 16440000 Transportation (including Vehicle rental) (Car for use as and when required/Train including Head Office) ‘URR 4a Team Leader Car Month per Car INR ACR 4b Car for Other Intermittent Key Expert (International & National) at Guwahati Month per Car INR 48 | 4320000 ACR Car for Construction ‘Manager at 13 Facilities (13 nos. x 30 construction months) Month per Car INR 90000 210 | 18900000 ACR 4d Car rental on daily basis for all key & Non Key Experts during Site visits and internal transport between 15 sites (Considering, on average 4 rental cars per day since the project involves ‘4 major components) Per day INR 2500 5244) 13110000 ACR de Train travel Expenses for all key & Non Key Experts during Site visits and internal transport between 15 sites (Considering, on average 700 round trip per year for 5 year since the project involves 15 facilities and 40 PHCs) Round Trip INR 7100 2625| 18637500 ACR S.No. ttem Unit? | currency’ ays | cost? | Type Cost* 1 Per diem allowances Day INR | 9070 146 | 1324220 | URR 2 National Air Travel RT INR 72600 30 | 2178000 | ACR Office Accommodations 3 including Back office Month INR 274000 0 oO URR support Transportation (including Vehicle rental) 4 | (Carfor use as and when required/Train including Head Office) Month 4a | Team Leader Car per Car INR. 90000 60 | 5400000 | ACR Car for Other Intermittent Month 4b | Key Expert (International @ | Mont INR | 90000 | 0 0 ACR National) at Guwahati ioe! ar for Construction Mae 4c | Manager at 13 Facilities ven | 'R | 90000 | 180 | 16200000! ace (13 nos. x30 construction _|_Per CF M 8 Associates “| 46 0f 53 Sotieny Ber Or ; PARTNERCar rental on daily basis for all key & Non Key Experts | during Site visits and | internal transport between 44/15 sites (Considering, on average 4 rental cars per day since the project | involves 4 major | components) Train travel Expenses for all | key & Non Key Experts | during Site visits and | internal transport between 4e | 15 sites (Considering, on | average 700 round trip per year for 5 year since the project involves 15 facilities and 40 PHCs) Perday | INR 2500 1748 | 4370000 Round | we 7100 Tip | | | 875 | 6212500 ‘ACR ACR ‘Communication Cost inleuding Head Office Office Furnitures & 6 | Equipments & Softwares | etc, Lumpsum | INR sooo | 24 | 1200000 Lumpsum | INR 0 0 0 Cost, Rental and Freight of, any equipment Lumpsum | INR 0 0 0 Reproduction of Reports including Head Office Month InR | 283500 | 24 | 68,04,000 URR Miscellaneous administrative and Support cost including office Operation, support personnel including Head office Month INR 0 0 0 URR Cost of Procuring the Professional liability Insurance & other insurance 10 Yearly INR | 33080630 | 0.4 | 13232252 ACR Total Reimbursable Expenses (Local) 36920972, For Mokest & Seba PARTNER 47 of 53 jesNote: Type? Unit Rate Reimbursement ("URR”) which means the expenses which are reimbursed by the Client based on the Contract unit rates as adjusted in accordance with the Contract, upon incurring of such expense by the Consultant or elapse of the relevant period or interval as indicated in the Contract (such as months). For such reimbursements, submission of evidence of expenses incurred (such as receipt, delivery records, tickets) is not required and the rates and/or prices are subject to adjustment during the performance of the Contract. Actual Cost Reimbursement ("ACR") which means the expenses which are reimbursed by the Client based on the actual cost incurred by the Consultant upon incurring of such expense. For such reimbursements, submission of evidence of expenses incurred (such as receipts, delivery records, tickets) is required, and the rates and/or prices are not subject to adjustment during the performance of the Contract. Additional Manmonth ‘The members shall divide the increased additional quantity (such as a requirement for additional man-months or expenditures beyond the quantities already allocated in the Main Contract) that arises during the execution of the main contract based on the respective share ratio. For Mukesh & Associates Stor} eo. 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