PREAMBLE

The CSIR-National Metallurgical Laboratory (NML), Jamshedpur is the third Laboratory in the family of the “Council of Scientific & Industrial Research (CSIR)” 38 laboratories. Research anddevelopments at NML focuses on Minerals, Metals and Materials. Through an arsenal of state oftheart facilities, infrastructure and on the strength of its expertise, NML has evolved into a premierIndian organization in the stated areas.

The NML is having 2nos. 5H80 model (86TR) water cooled central AC plant installed in 1972-73. NMLplans to replace the existing energy inefficient central AC plant with energy efficient AC plant. In view of above it is planned to appoint a consultant for the selection, planning, designing, drawing estimation with complete specification for the replacement of above work.

ARTICLES OF AGREEMENT

Memorandumof Agreement,madethis…………………………..day...... ………………of………………between the Council of Scientific & Industrial Research, New Delhi, a societyregistered under the societies Registration act, 1860. (hereinafter referred to as CSIR-NML) which expression shall, unless excluded by or repugnant to the context, be deemed to include his successors in office, representativesand assigns of the one part andM/s……………………………………………………………..... having its office at……………………………………………………..(hereinafter referred to as the Consultancy Firm which expression shall, unless excluded by or repugnant to the context, be deemed to include their successors in interest and permitted assigns of the other part.

Whereas the CSIR-NML is desirous of undertaking the Consultancy for replacement of existing Creep Building Central AC Plant in accordance with the general requirements as set out in the enclosed conditions, and whereas the consultancy firm has agreed to perform the services as set out in the enclosed conditions and subject to the terms and conditions set forth in the said conditions.

Now, the present witnessed and it is hereby agreed by between the parties hereto as follows:

The CSIR-NML appoints the Consultancy Firmand the Consultancy Firm accepts the appointment on the terms and conditions mentioned in the conditions of the Agreement annexed hereto. The conditions of agreement annexed hereto shall form part and parcel of this present.

In witness whereof, the CSIR-NML through his duly authorized representatives has set his hand and the Consultancy Firm through their duly authorized representatives have affixed their common seal hereunto the day and year first above written.

For and on behalf of

M/s______

For and on behalf of theCouncil of Scientific & Industrial ResearchCommon Seal of the Consultancy FirmAbove named has been affixed by

______

(Managing Director/Secretary/Chairman/Partner)

In the presence ofIn the presence of

1.

1.

2.2.

CONDITIONS OF AGREEMENT

1. Definitions

For the purpose of the agreement, the following words and expressions shall have the meaning hereby assigned to them except where the context otherwise requires:

  1. 'Approved' means approved by CSIR-NML’s representative in writing including subsequent confirmation of previous approval and 'Approval' means approval by CSIR-NML’s representative in writing as above said.
  2. 'CSIR-NML' shall mean Director-General, CSIR or any officer authorized by Director-General for the purpose.
  3. Engineer: shall mean the Engineer designated by the CSIR-NML to superintend and performother duties as indicated in the Contract.
  4. Consultancy Firmmeans M/s______having a registered office at ______or their permitted assigns or successors in office and authorized representative.
  5. 'Tendered Cost' means the cost at which the work is awarded to Consultancy Firm forexecution.
  6. 'Site' shall mean the site of the contract works including any building anderection thereon and any other land adjoining thereto (inclusive) as aforesaid allotted by theCSIR-NML or the Engineer for the contract's use.

2. Building'shallmeantheCreepbuilding which is to be Air Conditioned Comprising

a)Creep Testing Bay-Ground Floor

b)Mezzanine Floor

c)First Floor

d)Auditorium Floor

3. Scope of work:

DETAILS OF THE EXISTING CENTRAL AIR-CONDITIONING PLANT

Supplier: M/s Voltas Ltd.

Make of Compressor: Voltas Limited, Model: 5H80

Type: Water Cooled Chillers

Sl.No. / Equipment / Capacity / Quantity
1 / Chiller Compressor(water cooled) / 86TR / 2 Nos.
2 / Chiller Pump / 7.5HP / 4 Nos.
3 / Condenser Pump / 7.5HP / 4 Nos.
4 / Air Handling Unit (AHU) for creep bay with Motor Capacity: / 15kW / 1No.
5 / AHU for Mezzanine Floor with Motor Capacity: / 3.7kW / 1No.
6 / AHU for First Floor with Motor Capacity: / 5.5kW / 1No.
7 / AHU for Auditorium with Motor Capacity: / 7.5kW / 1No.
8 / Cooling Tower / 100TR / 2Nos.
9 / Ancillary items for the system like chilled water & condenser water line

The CSIR-NML would furnish the requirements and area schedule for various functions to theConsultancy Firm, the Consultancy Firm shall, there upon, render the following services:

3.1Preliminary Stage

3.1.1 SITE SURVEY:

The Consultancy Firm has to visit the building with representative of CSIR-NML to assess the efficacy of the existing Central Air- Conditioning Plant to assess the present condition. During this survey the Consultancy Firm should also gather all the relevant data which are required for heat load estimation & designing of new plant. Site survey shall be conducted by the Consultancy Firm at their own cost.

3.1.2HEAT LOAD ESTIMATION:

Consultancy Firm has to carry out detail heat load calculations for summer, monsoon & winter conditions for the proposed Air-conditioning plant as per prevailing relevant standards & submit heat load calculation sheet with supporting documents.

3.1.3BASIC SELECTION, DESIGNING, LAYOUT OF THE SYSTEM:

a)The Consultancy Firm has to select, design & prepare the site plan (layout plan) of the recommended state-of-the-art Central Air-Conditioning plant along with all associated instrumentations, controls and system solutions available to suit the purpose of replacing existing plant, keeping in view criteria as follows:

i) Space requirement for installation of proposed plant

ii) Part Load Efficiency

iii) Normal Efficiency

iv) Power consumption

v) Serviceability/Maintainability

vi) Compressor Technology

vii)Installation Cost

viii)Running cost of electricity Consumption

ix) Post Installation Operation & Maintenance Cost

x) Eco-friendly refrigerant

xi) Suitability of the new plant to fit into existing interiors/space of

the building without any major alteration/dismantling

xii)Exploring the possibility of installation of the new plant without disturbing existing office functioning etc.

xiii)Associated all Civil, Electrical & Plumbing works including extension & renovations.

b)Basis of Equipment selection with supporting calculations

c)Detailed air/ducting, water distribution layout drawings.

3.1.4BUY-BACK OPTION:

Study and recommendation of Buy-back option of the existing plant,Item wise detailing/listing of existing system.

3.1.5COST BENEFIT ANALYSIS

The Consultancy Firm has to carry out the cost benefit analysis of the proposed air-conditioning plant over existing plant with the available data & submit report to CSIR-NML.

3.1.6PRELIMINARY ESTIMATION:

Consultancy Firm has to prepare preliminary estimate for the proposed Air-Conditioning Plant.

3.1.7PLANNINING:

Consultancy Firm has to prepare work plan in consultation with CSIR-NML. The replacement work plan should be carried out at micro level which is needed for completion of work in time.

3.1.8PREPARATION OF SPECIFICATION

The Consultancy Firm has to prepare item wise detail specification of the plant as per CPWD guidelines.

3.1.9APPROVAL:

Obtain the approval of CSIR-NML for the above (3.1.1 to 3.1.8) step by step & submit 2 copies of the approved site plan, specification & scope of work in soft & hard copy.

After approval of above stages the followings are to be carried out by the Consultancy Firm.

3.2Working Drawing Stage:

3.2.1 PREPARATION OF DETAIL WORKING DRAWING OF THE PLANT:

The Consultancy Firm has to prepare detail design & drawing along with specification for the proposed and accepted new plant.

3.2.2PREPARATION OF DETAILD ESTIMATE, SCOPE OF WORK FOR TENDERING:

The Consultancy Firm has to prepare detailed analysis of rate, arrange the latest price list of equipments, estimate of work in consultation with CSIR-NML.

3.2.3DOCUMENTATION:

The Consultancy Firm has to submit following document/drawings to CSIR-NML.

a)One set of soft & Two set of hard copy of all design calculations along with supporting documents.

b)Six set of hard copy of all drawings in A1 size & one set soft copy.

c)Two set of soft & hard copy of detailed cost estimates, Bill of Quantities (BOQ), other documents related to work, in editable format.

4. Payment of Remuneration:

The fees for the consultancy for the above work is lump sum and will remain unchanged. The fee includes the cost of providing representative forliasioning during the above work and travel expenses towards periodical visits by the Engineers and other technical persons. All taxes are to be borne by the Consultancy Firm. The Consultancy Firm should quote their charges in lump sum value including all taxes and duties. Subsequent escalation in tendered cost of work due to variations in the cost of labour, material, specifications etc. shall not be paid.

4.1The Consultancy Fee:

The CSIR-NML agrees to pay the Consultancy Firm for the professional services to be rendered bythem as herein above described at 3 (3.1 & 3.2) ,the following percentage of accepted tendered cost as below.

1.On completion of Preliminary stage (3.1.1 to 3.1.9) - 20%

2.On completion of Working drawing stage (3.2.1 to 3.2.3) - 60%

3.Balance amount after 6 months from the date of completion

or award of work whichever is earlier - 20%

4.2The above fee at 4.1 is inclusive of fee payable by the Consultancy Firm to any otherConsultancy Firm and nothing extra shall be payable by the CSIR-NML for this purpose. No separate amount is payable for service tax and the same is deemed to be included in the above fee. The Consultancy Firm shall be reimbursed any other future taxes imposed by the Govt. subject to submission of proof of payment of such taxes.

5. Additions and alterations:

The CSIR-NML shall have the right to request in writing for additions alterations, modifications or deletions in the design and drawing of any part of the work and to request in writing for additional work in connection therewith and the Consultancy Firm shall comply with such requests without any extra cost.

6. Time Schedule:

Time limit: stipulated date of completion of work in totality is two months from date of commencement of work. The commencement of work will be considered from the 7 days from the date of issue of award letter.

1)Preliminary Stage - 1month.

2) Working Drawing Stage -1month.

The above time schedule includes time for obtaining required approvals, completion certificate etc. from CSIR-NML. However, if delay is caused which is beyond control of the Consultancy Firm, the department may consider such delays favorably, without any financial impact.

7. Compensation for delay:

The time allowed for carrying out the work as specified in clause 6 shall be strictly observed by the Consultancy Firm and shall be deemed to be the essence of the contract on the part of the Consultancy Firms. The work shall thorough-out the stipulated period of the contract be processed with all diligence and in the event of failure of the Consultancy Firm to complete the work within time schedule as specified above or within the extended period as approved by the CSIR-NML in writing, the Consultancy Firm shall pay as compensation amount equal to 1/2 % (half percent) for every week of delay on total fee payable, that the work remain unfinished after the specified date subject to maximum of 5% of the total fee payable to the Consultancy Firm.

8. Abandonment of work:

That if the Consultancy firm abandon the work for any reason whatsoever or become incapacitated from action as Consultancy Firm as aforesaid, the CSIR-NML may make full use of all or any of the drawings prepared by the Consultancy Firm and that the Consultancy Firm shall be liable to refund any excess fees paid to them up to that date plus such damages as may be assessed by the CSIR-NML.

9. Termination:

The CSIR-NML without any prejudice to its right against the Consultancy Firm in respect of any delay or otherwise or to any claims or damages in respect of any breaches of the contract and without prejudice to any right or remedies under any of the provisions of this contract may terminate the contract by giving one months notice in writing to the Consultancy Firm and in the event of such termination, the Consultancy Firm shall be liable to refund the excess payment, if any, made to them over and above what is due in terms of this agreement on the date of termination and CSIR-NML may make full use of all or any of the drawings prepared by the Consultancy Firm.

In case due to any circumstances, the CSIR-NML decides to curtail the scope of work or totally abandon the work, the payment to the Consultancy Firm would be made based on approved preliminary estimate upto the stage of work executed by him immediately before taking such a decision. However, once the work is awarded and then the scope is reduced, the payment to the Consultancy Firm will not be affected so long as he has completed supply of all drawings and schedule as per agreement.

10. Arbitration:

That if any dispute, difference or question shall at any time arise between the parties in respect of the meaning or interpretation of this agreement or covering anything herein contained or the validity of the enforcement thereof which cannot be settled mutually, shall within 30 days (or such longer period as may be agreed upon) from the date one party informs the other in writing that such dispute or disputes or disagreement.) exist, be referred to sole arbitration by a person appointed by the DGCSIR.

The arbitrator to whom the matter is originally referred being transferred or vacating his office or being unable to act for any reason, DGCSIR as at the time of such transfer, vacation of office or inability to act, shall appoint another person to act as arbitrator in accordance with the terms of the contract. Such person shall be entitled to proceed with the reference from the stage at which it was left by his predecessor. The arbitration proceedings will be conducted in accordance with and be subject to Arbitration and Conciliation Act 1996 as amended from time to time and the decision of the arbitrator shall be final and binding on the parties.

The arbitrator will have its seat at site of work or at such place in India as may be decidedby the arbitrator.

The Consultancy Firm shall continue to perform their duties with diligence notwithstanding thefact that a dispute has been referred to arbitration or any dispute or difference has arisen.

It is also the term of the agreement that if the Consultancy Firm do not make demand for arbitration in respect of any item in writing within 90 days of receiving intimation from the CSIR-NML that the final bill is ready for payment, the claim of the Consultancy Firm will be deemed to have been waived and absolutely barred and the CSIR-NML shall be discharged and released of all liabilities under the agreement in respect of these claims.

11. Number of Drawing Sets, etc. and copyright:

All the estimates, details of quantities (BOQ) detailed designs, reports and any other details envisaged under this agreement, including drawings, structural, electrical, air conditioning or other services (internal and external) would be supplied by the Consultancy Firm as indicated in scope of work. All these drawings will become the property of the CSIR-NML and he will have the right use of the same anywhere else. In that event, the CSIR-NML will pay a royalty to the Consultancy Firm on mutually acceptable basis. The drawing cannot be issued to any other person, firm or authority or used by the Consultancy Firm for any other project. No copies of any drawing or document shall be issued to anyone except the CSIR-NML and authorized representative.

12. Determination or Rescission of Agreement:

The CSIR-NML without any prejudice to its right against the Consultancy Firm in respect of any delay bynotice in writing absolutely may determine the contract in any of the following cases :-

i) If the Consultancy Firm being a company shall pass a resolution or the court shall make an orderthat the company shall be wound up or if a receiver or a manager on behalf of the creditor shall be appointed or if circumstances shall arise which entire the court or creditor to appoint a receiver or a manager which entitles the court to make up a winding order.

ii) If the Consultancy Firm commit breach of any of the terms of agreement.

When the Consultancy Firm have made themselves liable for action under any of the clausesaforesaid, the CSIR-NML shall have powers:-

a)to determine or rescind the agreement

b)to engage another Consultancy Firm(s) to carry out the balance work at the risk and cost of theConsultancy Firm and debiting the Consultancy Firm(s) the excess amount, if any, so spent.

13. The scrutiny of the drawing, and designs by the CSIR-NML's own supervisory staff, if any, does not absolve the Consultancy Firm of their responsibility under the agreement. The Consultancy Firm shall remain solely responsible for technical soundness of the design and for all provisions of the contract so as to satisfy the particular requirement of the new air-conditioning plant specifications.