CONTRACT AGREEMENT

BETWEEN

PERFECT ENERGY DEVELOPMENT PVT LTD

AND

FEEDBACK INFRASTRUCTURE SERVICES NEPAL LTD.

FOR

DETAILED ENGINEERING DESIGN

OF

MIDDLE TRISHULI GANGA HYDROPOWER PROJECT

(19.41 MW)

August 2018
 Contract Document for Middle Trishuli Ganga HPP, Nepal

INDEX

GENERAL AND PARTICULAR CONDITIONS OF THE CONTRACT ........................................... 5

1 GENERAL PROVISIONS ..................................................................................................... 5
2 INVOICING AND PAYMENT ............................................................................................. 8
3 TEAM DEPLOYMENT ........................................................................................................ 9
4 DISPUTES AND ARBITRATION ......................................................................................... 9
5 CONFIDENTIALITY .......................................................................................................... 11
6 FORCE MAJEURE ............................................................................................................. 12

Appendices

1. Appendix 1 – Scope of Works

2. Appendix 2 – Time Schedule for Services.

3. Appendix 3 – Remuneration & Payment

4. Appendix 4 – Document Deliverable List

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 Contract Document for Middle Trishuli Ganga HPP, Nepal
This Contract Agreement (the “Agreement”) is dated 3rd day of the month of August 2018, by and
between

Perfect Energy Development Pvt Ltd, having its registered office at Sanobharyang, Kathmandu,
Nepal, (referred to as “CLIENT” or “OWNER”)

AND,

FEEDBACK INFRASTRUCTURE SERVICES NEPAL LTD., a company incorporated under the laws
of the Federal Democratic Republic of Nepal, having its registered office at 2nd Floor, Heritage Plaza
II, Kamaladi, KMC # 31, Kathmandu, Nepal, represented by Mr. Manoj Baral, COO (hereafter referred
to as the “CONSULTANT”).

The expressions Project OWNER, CLIENT AND CONSULTANT, wherever the context permits, shall
deem to mean and include respective Party’s legally permitted successors and/or assigns and the
said expressions Project OWNER or CLIENT AND CONSULTANT may herein under be individually
be referred to as “Party” and collectively as “Parties”.

WHEREAS:
a) The CLIENT is keen to develop 19.41 MW Middle Trishuli Ganga HPP “Project”. The CLIENT
therefore desires to undertake Detailed Engineering Design of the Project.
b) Accordingly, the CLIENT has requested the Consultant to provide their services as per the
scope defined in the enclosed appendices as per the General and Particular Conditions
attached to this Agreement (hereinafter referred to as the “Services”);

c) The CONSULTANT, hereby represents to the CLIENT that they have the required
professional skills, and personnel and technical resources and has agreed to provide the
Services on the terms and conditions set forth in this Agreement; and

d) The CLIENT has arranged for requisite funds to conduct the Review of Feasibility Study and
Detailed Engineering Design and intends to use the funds towards the Project related
expenses, including the cost of CONSULTANT’s Services.
NOW THEREFORE the Parties hereto hereby agree as follows:

1. In this Agreement words and expressions shall have the same meanings as are respectively
assigned to them in Clause 1.1 of the General and Particular Conditions of the Agreement
(PC).

2. The following documents attached hereto shall be deemed to form an integral part of this
Agreement, with the following order of priority namely:

(a) the Agreement;

(b) The following Appendices of this Agreement:

- Appendix 1 – Scope of Services.

- Appendix 2 – Time Schedule for Services.

- Appendix 3 – Remuneration and Payment

- Appendix 4 – Document Deliverable List

3. The mutual rights and obligations of the CLIENT and the CONSULTANT shall be as set forth

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in the Agreement, inter alia in particular:

(a) The CONSULTANT shall carry out the Services in accordance with the provisions of
the Agreement; and

(b) The CLIENT shall make payments to the CONSULTANT in accordance with the
provisions of the Agreement.

4. The documents listed under Clause 2 above forming part of this Agreement shall be taken
as mutually explanatory of one another. If there is a conflict between such documents, such
conflict shall be resolved by applying the order of priority according to the listing as per
Clause 2 above.

5. In consideration of the payments to be made by the CLIENT to the CONSULTANT (reference

is made to Appendix 1) as hereinafter mentioned the CONSULTANT hereby agrees with the
CLIENT to perform the Services in conformity with the provisions of the Agreement.

6. The Client hereby agrees to pay the Consultant in consideration of the performance of the
Services such amounts as may become payable under the provisions of the Agreement at
the times and in the manner prescribed by the Agreement.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day
and year first before written in accordance with their respective laws.

For and on Behalf of Perfect Energy For and on Behalf of Feedback Infrastructure
Development Pvt. Ltd. Services Nepal Ltd.

Authorised Signatory Authorised Signatory

……………………………………………. …………………………………………….
Name: Bharat Kumar Khadka Name: Manoj Baral
Executive Director Designation: Chief Operating Officer

Date: August 3, 2018 Date: August 3, 2018

Witness Witness

………………………………. …………………………………….

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 Contract Document for Middle Trishuli Ganga HPP, Nepal

GENERAL AND PARTICULAR CONDITIONS OF THE CONTRACT

The General Conditions of this Contract are based on Standard Model Service Agreement and
Particular Conditions are specifically formulated for the purpose of this Contract.

1 GENERAL PROVISIONS

1.1 DEFINITIONS

The following words and expressions shall have the meanings assigned to them except
where the context otherwise requires

1.1.1 “Contract” means the Contract, the Conditions of this Contract (General and Particular
Conditions of the Contract) together with Appendix 1 [Scope of Services], Appendix 2 [Time
Schedule for Services], Appendix 3 [Remuneration and Payment], Appendix 4 [Document
Deliverable List],
1.1.2 “Agreed Compensation” means additional sums as defined in Appendix 3 [Remuneration
and Payment] which are payable under the Agreement.

1.1.3 “CLIENT” means Perfect Energy Development Pvt. Ltd. having its office at Sanobharyang,
Kathmandu, Nepal, and its legal successors and permitted assignees, who employs the
Consultant.
1.1.4 “Commencement Date” means the date of Notice to Proceed (NTP)

1.1.5 “CONSULTANT” means FEEDBACK INFRASTRUCTURE SERVICES NEPAL LTD., having its
domicile at 2nd Floor, Heritage Plaza II, Kamaladi, KMC # 31, Kathmandu, Nepal, and its legal
successors and permitted assignees, who is employed by the Client to perform the Services,

1.1.6 “Country” means “Nepal” the country to which the Project (or most of it) relates.
1.1.7 “day” means a calendar day and “year” means 365 days.

1.1.8 “Effective Date” means the date of both Parties sign this Agreement.
1.1.9 “Local Currency” (LC) means Nepalese Rupee (NPR) and "Foreign Currency" (FC) means
any other currency.

1.1.10 “Material Breach” means a breach that reaches to the heart of the subject matter of the
Agreement and negatively affects the outcome of the Agreement.

1.1.11 “Notice to Proceed” (NTP), means the date on which the CONSULTANT receives their
services contract as defined in Appendix 2 [Time Schedule for Services]

1.1.12 “Party” and “Parties” means the Client and the Consultant and “Third Party” means any
other person or entity as the context requires.

1.1.13 “Project” means 19.4 MW MIDDLE TRISHULI GANGA HPP in Nepal

1.1.14 “Services” means the services defined in Appendix 1 [Scope of Services] to be performed
by the Consultant in accordance with the Agreement, which comprise Normal Services,
Additional Services and Exceptional Services.
1.1.15 “Time for Completion” means the time period stated in Appendix 2 from the

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 Contract Document for Middle Trishuli Ganga HPP, Nepal
Commencement Date.

1.1.16 “Works” means the permanent works (if any) to be executed (including the goods and
equipment to be supplied to the Client) for the achievement of the Project.

1.1.17 “Written” or “in-writing“ means hand-written, typewritten, printed or electronically made,

and resulting in a permanent un-editable record.

1.1.18 “Working Day” means a day on which commercial banks are open for business in Nepal
(excluding Saturdays and gazetted public holidays);

1.2 INTERPRETATION

The marginal words and other headings in the Agreement shall not be taken into consideration in
the interpretation of these Conditions.

1.2.1 The marginal words and other headings in the Agreement shall not be taken into
consideration in the interpretation of these Conditions.

1.2.2 The singular includes the plural, and vice-versa where the context requires.

1.2.3 Words indicating one gender include all genders.

1.2.4 Provisions including the word “agree”, “agreed” or “agreement” require the agreement to
be recorded in writing, and signed by both Parties.

1.2.5 In this document, various terms used shall have the meaning ascribed below:
a) We, us, ourselves and any variants thereof shall mean the CONSULTANT and shall
include its agents and assigns.

b) You, yourselves and any variants thereof shall mean the CLIENT and shall include its
agents and assigns.

c) Services means services described under the section titled ‘Scope of Work’ in our
proposal to you.

1.3 LAW AND LANGUAGE

1.3.1 The language for all communication, documents and reports prepared and submitted to
and by the Consultants, under this Agreement shall be in English language only.

1.3.2 The Agreement shall be made in English language.

1.3.3 The governing law for this Agreement shall be Nepalese Law.

1.4 EFFECTIVENESS AND TERM

1.4.1 The Agreement shall be effective from the Effective Date.

1.4.2 The Terms of the Contract shall be as per the Time Schedule in Appendix 2 [Time Schedule
for Services] subject to amendments/extensions in accordance with the Contract. The
Services shall be commenced on the respective Commencement Date and proceed in
accordance with the said Time Schedule.

1.5 NOTICES

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1.5.1 Notices to be served under the Agreement shall be in non-electronic written forms and will
take effect from receipt at the addresses stated in this Clause 1.5. Delivery can be by hand
or by facsimile message against a written confirmation of receipt or by registered letter or
by telex subsequently confirmed by letter.

1.5.2 The details for issuing notices are as provided below:

A. Client / Owner (Visiting Address)

Bharat Kumar Khadka

Perfect Energy Development Pvt. Ltd
Sanobharyang
Kathmandu, Nepal
For the Attention of: Project Manager

B. Consultant

Feedback Infrastructure Services Nepal Ltd.

2nd Floor, Heritage Plaza II, Kamaladi,
KMC # 31, Kathmandu, Nepal
For the Attention of: Project Manager

1.6 CORRUPTION & FRAUD

1.6.1 In the performance of obligations under this Agreement, the Consultant and his agents and
employees shall comply with all applicable laws, rules, regulations and orders of any
applicable jurisdiction, including the OECD Convention on Combating Bribery of Foreign
Public Officials in International Business Transactions and Corruption Prevention Act, 2002
(Principal Anti-corruption law of Nepal), as may be amended from time to time. The
Consultant hereby represents, warrants and covenants that he will neither receive nor offer,
pay or promise to pay either directly or indirectly, anything of value to a “public official” (as
defined below) in connection with any business opportunities which are the subject of this
Agreement. Furthermore, the Consultant shall notify the Client immediately in writing with
full particulars in the event that the Consultant receives a request from any public official
requesting illicit payments.

1.6.2 A public official is:

a) any official or employee of any government agency or government-owned or

controlled enterprise;
b) any person performing a public function;

c) any official or employee of a public international organization, such as the World Bank;
or
d) any candidate for political office.

1.7 AMENDMENTS

1.7.1 The Agreement can be amended on application by either Party by written agreement of the
Parties.

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1.7.2 If requested by the Client in writing, the Consultant shall submit proposals for varying the
Services. The preparation and submission of such proposals shall be an Additional Service.
1.7.3 The Consultant shall not be required to commence the Additional Services until such time
as the Client has given his written approval of the fees associated with the varied Services.

1.8 Entire Contract

1.8.1 The Contract, the Conditions to the Contract and its Appendices when executed and
delivered in accordance with this Contract constitute the entire agreement and
understanding between the Parties and supersede all previous oral and written agreements
and representations and undertakings whether made negligently or innocently at any time
prior to the execution of the Agreement and which are not expressly incorporated as terms
of the Agreement.

2 INVOICING AND PAYMENT

2.1 Payment to the Consultant

2.1.1. The Client shall pay the Consultant for Normal Services in accordance with the Conditions
and with the details stated in Appendix 3 [Remuneration and Payment], and shall pay for
Additional Services at rates and prices which are given in or based on those in Appendix 3
[Remuneration and Payment] so far as they are applicable.
2.1.2 Unless otherwise agreed in writing the Client shall pay the Consultant in respect of
Exceptional Services:

2.2 Invoicing

2.2.1 The procedure for invoicing of a milestone is as follows:

a. Proforma Invoice for the Down Payment shall be raised immediately on signing of the
contract and regularised after receipt of payment.
b. Invoice for the Milestone Linked fee shall be raised on completion of respective
milestones.
c. Invoice for the OPEs, if any, shall be raised at the end of each Calendar month during the
tenure of the assignment and final OPEs invoice shall be raised on completion of the
assignment.

2.3 Time for Payment

2.3.1 Amounts due to the Consultant shall be paid within thirty five (35) days of the Consultant’s
invoice.

2.3.2 If the Consultant does not receive payment within thirty five (35) days from his invoice, the
Client shall pay interest of (0. 5%) per month or the part thereof, on the sum overdue or 3
% maximum.

2.3.3 The Client shall not withhold payment of any fee properly due to the Consultant, except for
the payment of withholding tax from any remuneration to be paid to the Consultant,
without giving the Consultant a notice of his intention to withhold payment, with reasons,
no later than four days prior to the date on which the fee payment becomes due. If no such

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notice of an intention to withhold payment is given, then the Consultant shall have an
enforceable contractual right to such payment.

2.4 Currencies of Payment

2.4.1 The currencies applicable to the Agreement are those stated in Appendix 3 [Remuneration
and Payment].

2.5 Disputed Invoice

2.5.1 If any item or part of an item in an invoice submitted by the Consultant is contested by the
Client, the Client shall give a notice of his intention to withhold payment with reasons and
shall not delay payment on the remainder of the invoice.

3 TEAM DEPLOYMENT
3.1 The Consultant shall mobilize the team on ground within two (2) weeks of accomplishing
the Notice to Proceed (NTP);

3.2 Right of Substitution/Replacement of Personnel: - The Consultant reserves the right to

substitute/replace the team members, subject to the condition that the proposed new team
member is of equal or superior qualifications as that of the member he is replacing. The
Consultant shall provide advance intimation to the Client regarding such proposed
change(s).
3.3 If the Client deem is necessary for the replacement of any of the personnel provided by the
Consultant, due to either of the reasons such as – slow progress of work, quality of work is
hampered, misconduct by any of the personnel etc., the Consultant shall arrange for
replacement by a person of comparable competence within 1 (one) week period or any
period agreed by the parties in writing, within such period the Consultant agrees to provide
and/or appoint the temporary personal during replacement period.
3.4 The Cost of replacement of the Personnel done at the behest of the Client shall be borne
by the Client unless it is agreed that misconduct or inability to perform satisfactorily is
accepted as the reason for the replacement by the Consultant; The Cost shall include cost
towards hiring (if required), travel, lodging & boarding, conveyance and such other
miscellaneous expenses etc.;

3.5 The cost of such replacement as required in accordance with Clause 3.3 shall be borne by
the Consultant.

4 DISPUTES AND ARBITRATION

4.1 Amicable Dispute Resolution

4.1.1 Both Parties agree to fulfil their obligations under the present Agreement with good faith.
If, any dispute arises out of or in connection with this Agreement, representatives of the
Parties with authority to settle the dispute will, within 14 days of a written request from one
Party to the other, meet in a good faith effort to resolve the dispute. If the dispute is not

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resolved amicably through discussions / negotiations within 90 days from the date of this
dispute/ discrepancy, the following sub-Clause shall apply.

4.1.2 All differences or legal actions related to the Agreement, especially in referring to its
interpretation, execution or non-execution, whether it takes place before or after the life of
the Agreement and in the opinion of one of the Parties, and these cannot be resolved by
mutual agreement, shall be resolved initially through mediation and if cannot be resolved
then shall be resolved exclusively through arbitration.

4.2 Mediation:

4.2.1 Unless otherwise agreed between the Parties, the Parties shall attempt to agree upon a
neutral mediator from a panel list held by the independent mediation center such as The
Nepal Mediators Society (NEMS). Should the Parties are unable to agree within 14 days of
a notice from one Party to the other requesting mediation, then either Party may request
that a mediator be appointed the Chairman of NEMS. The appointment by the Chairman
of NEMS shall be binding on the Parties unless they agree to another named mediator at
any time.
4.2.2 When the mediator has been appointed on his terms and conditions of engagement, either
Party can initiate the mediation by giving the other Party a notice in writing requesting a
start to the mediation. The mediation will start not later than 21 days after the date of the
notice.

4.2.3 The mediation shall be conducted in accordance with the procedures of NEMS as per “Nepal
Mediation Act” unless stipulated otherwise by the Parties.

4.2.4 All negotiations or discussions carried out in the mediation shall be conducted in confidence
and are not to be referred to in any concurrent or subsequent proceedings, unless they
conclude with a written legally binding agreement. If the Parties accept the mediator’s
recommendations, or otherwise reach agreement on the resolution of the dispute, such
agreement shall be recorded in writing and, once signed by the designated representatives,
shall be binding on the Parties.
4.2.5 If no agreement is reached, either Party may invite the mediator to provide to both Parties
a non-binding opinion in writing on the dispute. Such opinion shall not be used in evidence
in any concurrent or subsequent proceedings, without the prior written consent of both
Parties.

4.2.6 The Parties will bear their own costs of preparing and submitting evidence to the mediator.
The costs of the mediation and of the mediator’s services shall be borne equally between
the Parties unless otherwise agreed in writing.

4.2.7 No Party may commence an arbitration of any dispute relating to this Agreement until it
has attempted to settle the dispute with other Party by mediation and either mediation has
terminated or the other Party has failed to participate in the mediation, provided, however,
that either Party may commence arbitration if the dispute has not been settled within 90
days of the giving of notice under Clause 4.2.2.

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4.3 Arbitration
4.3.1 If the mediation fails then the Parties will attempt jointly to make a written record of those
matters (if any) relating to the dispute which have been agreed by them, for submission in
any later arbitration. The mediator’s role will cease, at the latest, upon the commencement
of any arbitration. The mediator will not be available to appear as a witness in the arbitration,
nor to provide any additional evidence obtained during the mediation.
4.3.2 Any arbitration arising out of or in connection with this Agreement shall be finally settled
under the rules of Nepal Arbitration Act. The number of arbitrators shall be three. Each of
the Parties shall appoint one arbitrator. The arbitrators appointed by each of the Parties
shall appoint the third arbitrator. Such proceedings shall be conducted in English Language
and the venue for the Proceeding shall be in Kathmandu, Federal Democratic Republic of
Nepal.

Any arbitration award in compliance with the articles of the present article shall be final and
binding to both Parties and shall be applicable in any competent court. Both Parties agree,
with the greatest scope permitted by valid legislation, not to contest or appeal through
legal action the above-mentioned arbitration award for any reason.
4.3.3 The Parties agree to waive the operation of Arbitration Act, 2055 (1999) on Arbitration and
Alternative Dispute Resolution to the extent the arbitral proceedings must be completed
within any specified timeframe.

Submittal of disputes between Parties to arbitration does not empower either of the Parties
to suspend compliance of their obligations according to the Contract.

5 CONFIDENTIALITY
5.1 Client and Consultant will maintain confidentiality and will not divulge to third parties any
information, documents, data and materials across business, finance and / or technique that
is related to the Project and/or this Agreement or which is the property of each party,
including but not limited to all material or marked by real marked "confidential",
"proprietary" or other words that have the same meaning except as my be required to meet
respective legal obligations.

5.2 Client and Consultant will ensure that each of their employees comply with this
confidentiality provisions.
5.3 Any type of written information relating to this Contract, provided by the Client to the
Consultant or vice versa, shall be understood as exclusive property of those issuing or
communicating it to the other Party. Therefore, the information being referred may not be
divulged to third parties or used to ends different to those, for which the present Contract
is established, without the prior consent, in writing, of the other Party. The present
prohibition does not impede the Contract or any other information being communicated
to employees, sub-consultant, or contracted advisors by either of the Parties in order for it
to be executed, provided the said employees, sub-consultant or advisor shall be subject to
the same obligation of confidentiality.
5.4 The provisions under Clause 5.3 above shall not be applicable to information that:

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i. is already known by one of the Parties OR is available in public domain on the date on
which it was communicated by the other Party and provided that said information was
not acquired directly or indirectly by the latter.

ii. Is required by prevailing law, judicial authority or other competent authority.

iii. Either Party has the right to disclose the confidential information of the other Party
with the prior written approval not to be unreasonably withheld if it is demonstrated
that such confidential information has to be revealed to a bank or other financial entity
from whom the relevant Party is attempting to obtain financing, provided a similar
confidentiality commitment from the said bank or institution is obtained.

5.5 This confidentiality commitment shall remain in force for a period of six (6) month from the
provisional acceptance of the Works.

5.6 The reports, design, and drawings, letters, information and advice that the CONSULTANTS
provide to CLIENT during this Agreement are given in confidence solely for the purpose of
this Agreement and are provided on the condition that CLIENT undertake not to disclose
these, or any other confidential information made available to CLIENT by CONSULTANT
during the course of completion of their work, to any third party (being a party other than
those to whom the report, letter, information or advice is addressed) without
CONSULTANTS prior consent or as may be required to fulfil contractual obligation under
this Contract.

5.7 Subject to CONSULTANTS duty of confidentiality, CONSULTANTS reserve the right to act
for other CLIENTS in the same or related lines of business including competitors. Further,
CONSULTANT shall also be entitled, upon completion of the work hereunder, to include a
general description of work performed hereunder, for the purpose of demonstrating its
experience to other potential CLIENTS for similar services.

6 FORCE MAJEURE
6.1 None of the Parties will be held responsible for breach of Contract should delays or
obstructions be caused by Force Majeure.
6.2 Force Majeure will be understood as acts of God (including flood, dire, earthquake,
hurricane, landslide and other natural disasters, blockages), inevitable accidents, fire,
explosion, wars, shipwreck, popular revolt or mutiny, strikes which are not of the Parties’
companies, acts of war; act imposed by law, order or act of any government or
governmental agency (state, autonomous or local) or any other competent authority
including sanctions, embargo, trade restrictions; or in general, any other unforeseeable
cause or if foreseeable, inevitable, irresistible or independent of Parties’ will or over which a
Party has no reasonable control.
6.3 The Party affected by Force Majeure shall notify the other as soon as possible and, in any
case, before seven (7) days have expired since the affected Party was aware of the fact and
shall in every instance, to the extent reasonable and lawful under the circumstances, use its
best efforts to remove or remedy such cause with all reasonable dispatch. The Party affected
by Force Majeure shall provide all documents necessary to verify that it is considered as
Force Majeure and will estimate how long the situation will last.

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6.4 Compliance with obligations affected by Force Majeure will be suspended for at least the
duration of the cause.

6.5 Once the Force Majeure event has finished, the Parties will agree on the measures and costs
required to maintain if possible, the project schedule or establish a new schedule.

6.6 Contractual obligations not affected by Force Majeure OR Suspension of work due to Force
Majeure, shall be fulfilled in accordance with the Appendix 2 – Time Schedule for Services.

6.7 In any case, the Parties will make a reasonable effort to resume performance as soon as
possible under the best conditions and less possible delay after Force Majeure cause has
finished.

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APPENDIX 1: Scope of Services

1. Broad Scope of work

a. Module I: Review of Feasibility Study Report and submission of revised FSR

b. Module II: Detailed Engineering Design with Construction Drawings

2. Detailed Scope of Work:

a. Module – I: Review of documents

This shall include the following:

» Review of Feasibility Level Documents provided by the Client
» Site Visit by a team of consultant’s experts
» Review of Topographic Survey Report
» Review of Project layout
» Review of design and drawings; and
» Submission of review report

b. Module – II: Preparation of Detailed Project Report and Construction Drawings

» Undertake site visits with team of experts ( 2 times) to validate alignment

route; Client expects increase in capacity due to change in location of
powerhouse of upstream project;
» Layout optimization, preparation of plan and profile, sizing and placement
of structures;
» Tender Level Design, Tender Documents ( Civil, HM and EM Works);
Preparation of detail quantity and cost estimate;
» Preparation of Good for Construction Drawings for Civil Works complete
with bar bending schedule for all components from headpond to
powerhouse including subsurface and surface structures;
» Design and fabrication (Workshop) drawings of HM components;
» Prepare and revise drawings of Power House Complex after taking into
account of details of EM components from the respective Contractor;
» Loading and embedded parts detail supplied by EM Contractor will be used
by the consultant for incorporation of Civil construction drawings;
» Smooth coordination of Civil, HM, and EM shall be ensured in design
planning;
» Design amendments if any shall be done simultaneously
» Consultant shall also assist the Client for updating the cost estimate and
making presentation at the bank

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Since the project is cascade project Consultant shall also take into consideration
any changes in parameters of upstream projects.
Consultant will assist the Client in providing data and other relevant information
for carrying out Geotechnical studies and other required tests.
Consultant shall review the tender documents of transmission line and shall
support for finalization of TL contract.
Consultant shall make site visits during contract period if required by the Client.
The visit will be limited to 1 visit (2 man-day) per month in Nepal. However costs
of travel, lodging & boarding shall be borne by the Client.
Consultant may have to make visits (not exceeding 2 visits for HM and 2 EM
equipment each) outside Nepal for inspection and testing of EM/HM equipment
during contract period, if required. No per diem shall be paid for such visits;
`however Client shall bear all costs for travel, food and accommodation.
Consultant shall support the Client during construction by providing drawings
in timely manner so as not to impede the progress of the project. Consultant
shall support and revise drawings, if required, to ease constructability.
If the Client requires more visits and additional services during the contract
period following man day rates will be charged:
o Particulars o Amount (NR)

o Nepali Experts (Outside home country) o NR 10,000.00

Indian Experts (Outside home country) o NR 15,000.00

Note: No man day rates will be charged by Indian experts for rendering their
services for the project if the Indian experts are already in Nepal.

3. Exclusions

» Consultant’s scope of work shall be as explicitly outlined in Clause 2 above which

includes Preparation of Feasibility Report, Tender Documents and Detailed Project
Report with Construction Drawings; However the following works are specifically
excluded from our scope of work:
1. Conducting following Survey & investigation including but not limited to -,
Environmental Studies, Geo-Technical Investigations, ERT, drilling etc., Seismology
Studies, Water Quality Report, Load flow & power evacuation studies; Tender
documents for transmission line and roads; However Consultant shall provide
feasibility level cost estimate for transmission line and roads;
2. Procuring any data for project implementation, Obtaining any statutory approvals,
Liasoning of any kind,;

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3. Obtaining Quotes from OEM’s / EPC Contractors for validation of Costing and any
other thing which is not explicitly included in the scope of work;
4. Consultant shall not be responsible for its deliverables because of any delay/deferral
due to EM, HM contractors.

APPENDIX 2: Time Schedule for Services

I. PROJECT SCHEDULE

The overall schedule for the project is envisaged to be Thirty three (33) months from the
issuance of Notice to Proceed (NTP).

II. NOTICE TO PROCEED (NTP)

Notice to Proceed (NTP) shall be the date on which the Client has been awarded with the
contract, the Agreement has been duly signed and sealed, has received down payment /
advance payment as agreed for each phase as stipulated in Appendix 3 [Remuneration and
Payment

III. TEAM MOBILIZATION

The Consultant shall mobilise (rolling mobilisation) the team within 2 weeks from NTP date.

IV. DETAIL SCHEDULE

Upon award of work and Notice to Proceed (NTP) from Client a Project Kick-off meeting will
be held during which the following will be agreed upon and finalised:
» Input requirement of Consultants
» Corresponding Schedule of inputs and Deliverables
» Communication Protocols and Schedule for Review Meetings
» Delivery Schedule shall be finalised
The broad schedule for the assignment shall be as follows:

Sr. Deliverable Broad Timelines1

Date of Contract Signing, Down payment for Zero Date
A. mobilization, and provision of all information
by the Client (whichever is later)- NTP

B. Project Kick-Off (Meeting) 2 week from Zero Date

1 Tentative timelines to be finalized after Site Visit

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 Contract Document for Middle Trishuli Ganga HPP, Nepal

Sr. Deliverable Broad Timelines1

Review of Feasibility Report with layout 10 Weeks from Kick-off

C.
optimization meeting

D Tender Documents 24 Weeks from C

E DPR with Construction Drawings 90 Weeks from C

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 Contract Document for Middle Trishuli Ganga HPP, Nepal
APPENDIX 3: Remuneration and Payment
3.1 REMUNERATION

Our Professional Fees for undertaking the proposed assignment shall be NR 11,000,000 (Nepalese
Rupees One Crore Ten Lakh Only).

The above fee is excluding all Out of Pocket Expenses (Travel, Lodging & Boarding etc.) and VAT
which shall be borne by Client as actual applicable rates

3.2 TERMS OF PAYMENT

3.2.1. The Terms of Payments for each phase shall be as described in below table

Timeline Amount in
Sr. Terms of Payment Particulars
Nepalese Rupees
Down Payment against Signing of
A Contract Agreement/ Notice to 10% 1,100,000.00
Proceed
Review of Feasibility Study
B 1,250,000.00
Report; Optimization of layout
Submission of Draft Review of FSR
B1 (project layout, layout optimization 1.5 Months 750,000.00
etc.)
Approval of Review Report (with
B2 incorporation of Client’s comment if 1.5 Months 500,000.00
any)
Tender Engineering and
C 1,250,000.00
Documents
3 Months, after
C1 Tender Engineering for Civil completion of B

C1-1 Submission of Drwg / Document 300,000.00

C1-2 Approval of Drwg / Document 150,000.00
3 Months, after
C2 Tender Engineering for HM approval of Civil
Drawings
C2-1 Submission of Drwg / Document 250,000.000
C2-2 Approval of Drwg / Document 150,000.00
1 Month, after
C3 Tender Engineering for EM approval of HM
drawings
C3-1 Submission of Drwg / Document 250,000.00
C3-2 Approval of Drwg / Document 150,000.00
Detailed Engineering Design with 20 Months
D Construction Drawings (with
Design Based Memorandum)

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 Contract Document for Middle Trishuli Ganga HPP, Nepal

Timeline Amount in
Sr. Terms of Payment Particulars
Nepalese Rupees
Camp facilities, Collecting Pond and 600,000.00
D-1
complete structures
D-2 River Crossing and Connecting Canal 600,000.00

D-3 Headrace Tunnel & Portals 600,000.00

D-4 Surge Shaft 600,000.00

D-5 Anchor blocks for Penstocks 600,000.00

Powerhouse (incorporating details 600,000.00
D-6 from EM manufacturers ) and tailrace
canal
Flood Wall and retaining structures and 600,000.00
D-7
other drawings related to the project
HM design and fabrication (Workshop) 1,200,000.00
D-8
drawings
Civil structures of Switchyard 600,000.00
D-9 components (incorporating details
from EM manufacturers)
D-10 Detailed Project Report 1,400,000.00

The cost of revised drawings (if required) during contract period are also included in the above
price.

3.3 INVOICING AND METHOD OF PAYMENT

For the Services, payment will be made by the Client against the invoice from the Consultant for
the same

» Proforma Invoice for Down payment shall be raised along with contract signing. Invoice for the
Milestone Linked fee shall be raised on completion of the respective milestones.
» All the invoices shall be payable within 15 calendar days from the date of the submission of the
deliverable. Invoices remaining unpaid beyond the period of 15 calendar days shall be liable for
an interest @2% per month or part thereof.
» All the payments shall be made by online transfer of funds to the designated bank account of
Feedback Infrastructure Services Nepal Limited. Each party shall bear its own bank charges.
3.4 OUT OF POCKET EXPENSES

3.4.1 Out of Pocket Expenses (OPEs) relate to the Travel, Lodging & Boarding, Conveyance,
Miscellaneous expenses of our experts from India to Nepal are included in the above fee;
however, the above does not include the following:

» Travel, Lodging & Boarding from Kathmandu to Site shall be borne by Client.

(i) Other Incidental Expenses

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 Contract Document for Middle Trishuli Ganga HPP, Nepal
» The professional fee quoted here does not include any liaising costs, data acquisition
cost (if required), translation of any document etc.; All such expenses shall be directly
borne by Client.

» All the reports/deliverables by the consultant shall be delivered in English language

only. Any translation of the same in Local Language is not envisaged as part of the
quoted fees. In case there is such a requirement, the Client shall arrange for
translation at his own expenses. Further client shall provide all documents and data
inputs to the consultant in English only.

3.5 PRICE CHANGES

3.5.1 The Price is fixed and invariable for the agreed Scope of Services and tenure of 33 Months
from the date of Contract Agreement and advance amount released and will be subject to
variation, price revision or adjustment, upon change in either scope of work and / or tenure
for completion of work.

3.5.2 Additional Work & Compensation thereof: Any additional work, which is either not covered
as part of the scope of work outlined in Appendix I OR resulting on account of change in
input data by Owner shall be compensated extra.
3.6 CURRENCY OF PAYMENT: Currency of Contract: NR (Nepalese Rupees)
3.7 TAXES
Presently only VAT is applicable on professional fees which shall be borne by Client at actual
applicable rates. Any implications due to Change in Law shall also be borne by the Client.

3.8 ASSUMPTIONS / BASIS OF PRICING

The above fee is based on the following assumptions any changes in these assumption shall mean
the CONSULTANT shall be eligible for seeking additional compensation / variation etc.:
» All existing data / documents of the Project and any other data that is important for optimum
design of the projects shall be provided to the Consultant in one lot at the beginning of the
assignment. The required data / documents shall be in English language.
» For performance of the Services all the project documents to be submitted and reviewed will be
made available in English language.
» Client will nominate a single representative (Project Manager) who shall be the point of contact
for all Project related clarifications / discussions / inputs.
» The Consultants shall carry out the engineering activities from their Home Office in India / Nepal,
as applicable;
» All reports/deliverables will be submitted in un-editable soft copies and maximum of two (2)
hard copies.
» It has been assumed that the Currency for this proposal shall be in Nepalese Rupees (NR), no
provision has been made for any payments to be made in any other currency. All payments shall
be made electronically to the designated account of Feedback Nepal.
» Project Documentation: It has been assumed that entire documentation – receipt and
submission of reports, designs & drawings, queries, responding to queries shall be in English
language.

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 Contract Document for Middle Trishuli Ganga HPP, Nepal
Other terms & conditions:

(i) The proposal is based on the premise that the entire scope as outlined is provided to
Consultant. In case of requirement for alteration in the Scope of Work / phasing
thereof, the Parties shall mutually agree on such amendments.

(ii) Any additional work, which is not covered as part of the scope of work outlined in
Appendix I of this proposal, shall be carried out based on mutual agreement with the
Client.

(iii) Consultant’s Obligations / Liabilities:

» Consultant will render engineering consulting services in accordance with generally

accepted engineering practices using recognized engineering principles.
Consultant makes no warranty, either expressed or implied.

» The effective date of contract shall be the date of issuing of Letter of Award (LOA)
and payment of advance amount.

» In no event shall Consultant at any time be liable for any special, incidental or
consequential damages, including, but not limited to, loss of profits, loss of
revenue, loss of use, loss of capital, claims of customers, cost of equipment / system
purchased or replaced power, or cost of reconstruction, or for any other loss of any
nature, whether based on mutually agreed contract, negligence, strict liability or
otherwise, and arising from any cause whatsoever by reason of the services
rendered under this agreed contract.

» Consultant shall not be liable for any fault or delay caused by any contingency
beyond Consultant’s control such as wars, strikes, walkouts, fires, accidents, natural
calamities, or demands/ requirements of governmental agencies.

» Notwithstanding anything written anywhere in this proposal, the total aggregate

liability of Consultant shall not exceed more than 10% of the fees received by
Consultant as on the date of claim.

(iv) Exclusivity: The period of engagement is 33 Months from the date of signing of the
acceptance of the proposal. During this period Consultant shall be the exclusive advisor
to Client for the Scope of Work outlined in this proposal.

The Client shall not, during the term of the proposal, enter into any similar
contract/letter of intent/ MOU/agreement/arrangement with any other party in relation
to the Transaction. However, nothing will prevent the Client from appointing/retaining
legal counsel or other specialist advisors i.e. Tax Consultants or Audit Firms, as may be
required in conjunction with Consultant for the Transaction. The Client on its own may
also approach investors other than the ones referred by the Consultant for the
transaction.

(v) Right of Substitution/Replacement of Personnel: The Consultant reserves the right

to substitute/replace the team members, subject to the condition that the proposed
new team member is of equal or superior qualifications as that of the member he is

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 Contract Document for Middle Trishuli Ganga HPP, Nepal
replacing. The Consultant shall provide advance intimation in writing to the Client
regarding such proposed change(s).

(vi) Non Solicitation: No party shall, during the term of this agreement and for 36 months
following its completion/termination for any reason, solicit for employment, or hire,
any personnel of the other party involved in the performance of the services, except as
otherwise agreed in writing by the parties;

(vii) Access to Information: In order to execute the assignment effectively and in a timely
manner, Consultant requires that the Client ensures (so far it is able) availability of
information, as that would form the basis for timely implementation of the assignment.

The Client shall furnish (so far it is able) Consultant with such information, as Consultant
considers appropriate to this assignment. The Client recognizes and confirms that
Consultant shall use and rely primarily on such information and on information
available from generally recognized public sources in performing the services
contemplated by this assignment without having independently verified the same. Both
parties agrees to hold in confidence and not to disclose to third parties or use for any
purpose other than performance of this assignment, all or any part of any information
which is received or ascertained by the other party.
(viii) Confidentiality: Both parties agrees to safeguard and hold in confidence by
information provided by the other party in connection with the assignment and to use
such information solely for the purpose of carrying out the assignment as outlined in
the enclosed offer. None of the foregoing shall, however, prevent either Party from
complying with law and regulations prevailing from time to time and to provide any
information to the Government / Statutory / Supervisory authorities in compliance with
any request or requirement based upon such law provided that the other party shall
be informed in writing on this requirement.

Consultant may prepare and furnish Client with analyses, presentations or other such
materials or information in connection with this assignment (whether written or oral,
the “materials”). Consultant understands and agrees that any such Materials will be
prepared, furnished or presented solely for Client’s use and may not be furnished or
conveyed by Consultant in whole or in part to any other person or entity without
Client’s prior written consent, or used by Consultant for any purpose other than that
contemplated by this proposal.

(ix) Copyright/Intellectual property: In the performance of this study, Consultant will

employ information, methodologies, tools, documents and other materials that form a
part of its existing knowledge repositories. The intellectual property (IP) rights in these
materials would continue to belong to Consultant. However, the IP rights of any
documentation created specifically for the purposes of this engagement will vest in the
Client.

(x) Use of Client Name: Consultant shall have the right, upon Client's acceptance of the
work hereunder, to reference Client and the general nature of the work on Consultant's
web site and in presentations to prospects, clients or investors. Feedback Infra shall

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 Contract Document for Middle Trishuli Ganga HPP, Nepal
also have the right, from time to time, to create case studies, presentations, articles,
and the like related to the work ("Materials") and, upon Client's review and approval of
the Materials’ content, to utilize the Materials in public speaking engagements,
publications, and other similar uses. In no event will Consultant utilize the Materials or
these rights in any way which: 1) misrepresents Consultant's contribution; 2) damages
or disadvantages Client's competitive position; or 3) violates Consultant's obligations
of confidentiality to Client hereunder or in any other document.

(xi) Indemnification: The Client agrees to indemnify and hold harmless, Consultant, and
their affiliates, and the directors, officers, agents, and employees of Consultant and
their affiliates (Consultant and each such entity or person being referred to as an
"Indemnified Person") from and against any losses, claims, demands, damages, or
liabilities (or action or proceedings in respect thereof) of any kind relating to or arising
out of activities performed or services furnished pursuant to this assignment, or the
role of Consultant in connection therewith, and to reimburse Feedback Infra and any
other Indemnified Person for all expenses (including, without limitation, fees and
disbursements of counsel) incurred by Consultant or any such other Indemnified
Person in connection with investigating, preparing or defending any investigative,
administrative, judicial, or regulatory proceeding in any jurisdiction, or any action, suit,
or other proceeding in relation thereto or in connection therewith, whether or not in
connection with pending or threatened litigation to which Consultant (or any other
Indemnified Person) or the Client or any of its security holders is a party, in each case
as such expenses are incurred or paid.

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 Contract Document for Middle Trishuli Ganga HPP, Nepal
APPENDIX 4

Document Deliverable List

I. GENERAL PROVISION
In general, information shall be submitted by Consultant to Client, in the following formats:

a. During Detailed Engineering Design of the Contract, one (1) digital copy of the
drawings and technical documentation of equipment, components, and systems in
editable and non-modifiable PDF format along with Transmittal Sheet.
b. One (1) final Review Feasibility Report and DPR in editable and non-modifiable PDF
format as well as Two (02) Printed Copies shall be submitted duly stamped with
approval status. However, in case of any dispute only the Hard Copy Submitted shall
be treated as the final version.

If the Client’s request below is different from existing procedure of the Consultant, to the
extent practicable, the Consultant will endeavour to accommodate the Client.
Client shall provide to Consultant, all those documents and information as may be required.
Further the Client shall provide their inputs and / or approval within 15 days of submission
of document pending which it shall be deemed as approved.

II. DELIVERABLES

The Key deliverables of the Consultant under this Contract for various modules shall be
Review Report of Feasibility Study, Detailed Project Report acceptable to NEA and
Commercial Banks and Good for Construction Drawings as described in the Scope of Works
(Appendix 1).

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