EXHIBIT NO. 10.171
ENGINEERING SERVICES AGREEMENT
between
BHOTE KOSHI POWER COMPANY PRIVATE LIMITED
and
HARZA ENGINEERING COMPANY INTERNATIONAL L.P.
for
THE INSTALLATION OF A FLOOD WARNING SYSTEM
FOR
THE BHOTE KOSHI HYDROELECTRIC PROJECT
This Agreement is entered into this 30th day of November,
1997, by and between Bhote Koshi Power Company Private
Limited, hereinafter referred to as the Client, and Harza
Engineering Company International L.P., hereinafter referred
to as the Engineer.
INDEX TO SERVICES AGREEMENT
Article I Definitions
Article II Purpose
Article III General Terms and Conditions
Article IV Schedule
Article V Scope of Services and Additional Services
Article VI Compensation to the Engineer
Article VII Nepalese Registration Fees, Duties, and Taxes
Article VIII Engineer's Employees
Article IX Ownership of Documents
Article X Changes in the Scope of Services
Article XI Subcontracts
Article XII Assignment
Article XIII Authorization to Purchase
Article XIV Force Majeure
Article XV Arbitration
Article XVI Official Language and Units of Weights and Measure
Article XVII Termination and Suspensions
Article XVIII Law Governing Agreement
Article XIX Review and Modification of Agreement
Article XX Notices
Article XXI Entire Understanding of Agreement
Article XXII Waiver of Contract Breach
Article XXIII Severability of Invalid Provisions
Article XIV Designation of Authorized Representatives
Article XV Indemnification
Article XVI Effective Date
Article XVII Independent Contractor
Article XVIII Representations and Warranties
Article XXIX Insurance
Attachment 1 Price of Engineering Services
Attachment 2 Scope of Engineering Services
ARTICLE I - DEFINITIONS
Project: Upper Bhote Koshi Hydroelectric Project
Client:Bhote Koshi Power Company Private Limited
Engineer: Harza Engineering Company International L.P.
ARTICLE II - PURPOSE
The purpose of this Agreement is to set forth the terms and
conditions under which the Engineer shall provide technical
engineering consulting services related to the Project for
the Client. The services to be provided are described in
Article V, Scope of Services.
ARTICLE III - GENERAL TERMS AND CONDITIONS
A. Appointment of the Engineer
The Client hereby appoints the Engineer and the Engineer
accepts the appointment on the terms and conditions set
forth hereinafter.
B. Engineer's Responsibility
The Engineer will render engineering services in accordance
with generally accepted and currently recognized engineering
practices, procedures and principles. The Engineer makes no
other warranty, either express or implied, with respect to
its services.
Notwithstanding anything to the contrary which may be
contained in this Agreement or any other material
incorporated herein by reference, or in any agreement
between Client and any other party concerning the Project,
the Engineer shall not have control or be in charge of, and
shall not be responsible for the means, methods, techniques,
sequences or procedures of construction, or the safety,
safety precautions or programs of the Client, the
construction contractor, other contractors or subcontractors
performing any of the work or services on the Project. Nor
shall the Engineer be responsible for the acts or omissions
of Client, or for the failure of Client, or for its other
consultants, contractors or subcontractors to carry out
their respective responsibilities in accordance with the
Project documents, this Agreement, or any other agreement
concerning the Project. Any provision which purports to
amend this provision shall be without effect unless it
contains a reference that the content of this Article III.B
is expressly amended for the purposes described in such
amendment and is signed by both parties.
ARTICLE IV - SCHEDULE
A. Initiation of Services
The Engineer will commence the services on May 1, 1997.
B. Schedule of Services
1. The Engineer has planned its services to achieve
essential completion of the Services by June 1, 1998.
2. The Engineer agrees to adhere to the time schedule with
respect to all portions of the services which are
solely under the direct control of the Engineer. The
Client accepts responsibility for facilitating the
services of the Engineer and the progress of the
Project with respect to all portions of the services
over which the Client retains control.
C. Completion of Services
The services to be provided under this Agreement shall be
considered complete when the equipment has been installed,
tested, commissioned and accepted by the Client.
Completion by the Engineer and acceptance by the Client of
all outstanding reports and drawings under each Phase of
this Agreement shall be considered accepted if neither the
Client nor Client's lenders' independent engineer raises
any objections within ninety (90) days after certification
by the Engineer of completion of all outstanding reports and
drawings.
D. Terms of Agreement
Unless terminated under Article XIX, this Agreement shall
terminate on the later of June 1, 1999 or one year after
the date the equipment has been accepted by the Client. A
revised termination date may be included by Amendment.
ARTICLE V - SCOPE OF SERVICES AND ADDITIONAL SERVICES
The Scope of Services is presented in Attachment 2 to this
Agreement.
The Engineer shall supply such additional services as
requested by the Client in connection with the Project and
for which the Engineer is qualified but which are not
otherwise included in this Agreement. Separate proposals
shall be submitted by the Engineer for furnishing these
services. Compensation for such additional services shall
be negotiated by the parties and included in this Agreement
by Amendment.
ARTICLE VI - COMPENSATION TO THE ENGINEER
A. Compensation
In consideration of the engineering services rendered by the
Engineer under this Agreement, the Engineer shall be
reimbursed in four lump sum payments corresponding to
milestones as indicated on Attachment 1.
The Engineer and the Client shall meet in person or by a
conference call monthly to discuss the progress for the
following month's services. The Engineer at the Client's
request agrees to delay any activities provided that the
Client shall be responsible for any increased cost resulting
from the delay and the schedule shall be adjusted for the
effects of the requested delay.
B. Mode of Payment
The Engineer shall submit invoices to the Client in US
dollars, consistent with Attachment 1.
The Client shall pay the Engineer within 45 days of the
receipt of the invoice.
1. Settlement of Disputed Amounts. In the case of
disputed amounts, the Client shall request
clarification from the Engineer of the queried part at
the same time the Client transmits acceptance for the
approved part of the statement. Within 30 days of
receipt of clarification, the Client shall state
whether or not the queried part is accepted or rejected
in full or in part. For all portions accepted, the
Client shall immediately transmit acceptance to the
Engineer. For portions not accepted by Client, Article
XV of this Agreement, Arbitration, shall apply, if
invoked by the Engineer.
2. Interest on Overdue Accounts. If for any reason
payments due the Engineer have not been paid within 45
days of delivery of the invoice to the Client, interest
on the overdue amount(s) shall be applied at an annual
rate one percent higher than the prime rate charged by
the Northern Trust Company, Chicago, Illinois.
ARTICLE VII - NEPALESE REGISTRATION FEES, DUTIES AND TAXES
In the event that the Engineer, its expatriate personnel, or
its non-Nepalese Consultants or subcontractors are subject
to payment of registration fees, customs and duties, income
taxes or other taxes, all such fees, duties and taxes shall
either be paid directly by the Client or reimbursed to the
Engineer. The Engineer shall promptly inform the Client of
any fees, duties, or any tax on fees earned for the services
in Nepal or tax on income of expatriate staff in Nepal paid
in the U.S. to enable the Client to obtain tax reductions
allowable under the laws of Nepal. Existence of any such
fees or levies has not been determined and therefore is not
provided for in Attachment 1, Price of Engineering
Services.
ARTICLE VIII - ENGINEER'S EMPLOYEES
A.Client's Approval
The Engineer shall obtain the approval of Client for the
long term assignment in Nepal of each employee assigned to
serve under this Agreement. Such approval shall not be
unreasonably withheld by the Client.
B.Replacement
Upon the written request of the Client, the Engineer shall
remove or replace any of its long-term or short-term
employees present in Nepal. In the event of removal of any
employee for cause, any replacement shall be an individual
with at least equivalent professional qualifications and
shall be subject to the same approvals as the individual
replaced.
C. Employee Conduct
All Engineer's and subcontractor employees and their
authorized dependents shall at all times while in Nepal
conduct themselves within the laws, respect the customs of
Nepal and refrain from any political activity. The Engineer
shall solely be responsible for conduct of its employees
while in Nepal or traveling to Nepal.
ARTICLE IX - OWNERSHIP OF DOCUMENTS
A. Documents Property of Client
Technical data, recommendations, notes, memoranda, drawings
or other graphic representations prepared by the Engineer
pursuant to or developed in connection with this Agreement
shall become the property of the Client. This provision
shall not be interpreted to limit the right of the Engineer
or its personnel to make, keep and use copies of personal
and professional records, notes, reports or other data. The
Engineer shall have the right to retain copies of all
documents and drawings for its files. The Engineer shall not
publish any information obtained or developed pursuant to
the Agreement without Client's prior consent.
B. Reuse of Documents
All documents, including drawings and specifications
furnished by the Engineer pursuant to this Agreement are
intended for use on this Project only. They should not be
used by the Client or others on extensions of the Project or
any other project without specific written verification or
adaptation by the Engineer. Any reuse without the Engineer's
written verification or adaptation shall be at the Client's
sole risk, and Client shall indemnify and hold harmless the
Engineer from all claims damages, losses, and expenses,
including attorneys' fees and arising out of or resulting
from such unauthorized reuse.
Any computer disks provided by Engineer to Client may
develop errors because of hardware and software combinations
differing from those used by Engineer in preparing the
disks, other failure of Client's or third parties' hardware,
or the limited life expectancy and integrity of the disk and
its contents for which Engineer bears no responsibility. In
case of discrepancies between documents ("hard copy")
prepared by Engineer and such computer disks, the hard copy
shall be the governing medium and copy of record.
ARTICLE X - CHANGES IN THE SCOPE OF SERVICES
A.Making Changes
The Client may at any time, by written order, make changes
within the scope and duration of the services required under
this Agreement. If any such change is made, an equitable
adjustment shall be made (1) in the Price of Engineering
Services (Attachment 1) or the Schedule of Services (Article
IV. B), or both, and (2) in such other provisions of the
Agreement as may be affected, and the Agreement shall be so
modified in writing.
B.Revised Estimates
In the case of an increase or decrease in the Scope of
Services ordered by the Client, the Engineer shall within
fifteen (15) working days provide a cost estimate for the
increase or decrease in services and indicate the effect of
this change in the overall Scope of Services and the
estimated completion date and its effects on the Price of
Engineering Services (Attachment 1).
ARTICLE XI - SUBCONTRACTS
The Engineer may subcontract with individuals or firms
qualified to perform specialized services necessary for the
performance of the services. All such subcontracts shall be
approved in advance in writing by the Client and such
approval, if given, shall not relieve the Engineer from any
liability or obligation under this Agreement. In the event
any single subcontract exceeds $200,000, or subcontracts
exceed $500,000 in the aggregate, Engineer shall also obtain
the lenders' approval. All subcontracts issued pursuant to
this clause shall be subject to all obligations hereunder
and the Engineer agrees to include all appropriate provision
of this Agreement in all subcontracts hereunder.
All subcontracts entered into by the Engineer in performance
of its services shall be billed at cost to the Client.
ARTICLE XII - ASSIGNMENT
The Engineer may not assign its obligation to perform under
this Agreement except with the prior written consent of the
Client and its lenders. The Engineer's right to receive
payment under this Agreement may not be assigned without
prior written consent of the Client and its lenders.
The Client may assign the rights and obligations under this
Agreement to its lenders, or to any other party with the
prior written consent of the Client's lenders.
ARTICLE XIII - AUTHORIZATION OF PURCHASE
Except for the flood warning system to be installed, the
Engineer may purchase any engineering, testing, surveying
and other equipment, literature, computer programs and
vehicles required for performance of its Services. The
Client will purchase the flood warning system equipment.
ARTICLE XIV - FORCE MAJEURE
In the event the Engineer is rendered unable, wholly or in
part, by Force Majeure, to perform its duties under this
Agreement, then the Engineer shall notify with full
particulars of such Force Majeure, in writing, facsimile or
by telegram, to the Client as soon as practicable after the
occurrence of the case. The duties of the Engineer, as it
is affected by such Force Majeure shall be suspended during
the continuance of any inability so caused and the effects
of such cause shall, as far as possible, be reduced, with
all reasonable dispatch. The term "Force Majeure" employed
hereunder, shall mean events beyond the control of the
Party, including but not limited to acts of God, strikes,
lockouts, or other industrial disturbances, tribal and war-
blockades, insurrections, riots and civil disturbances in
Nepal, the effects of which by the exercise of due
diligence, the Engineer is unable to overcome. Unless the
services of the Engineer are terminated pursuant to the
provision of Article XVII, Termination, thereof, then during
the period the duties of the Engineer are suspended, the
Client shall continue to reimburse the Engineer for the cost
of services incurred hereunder, in the same manner as if
such duties had not been suspended, to the extent otherwise
reimbursable under this Agreement plus any additional costs
incurred due to temporary relocation of the employees and/or
their dependents. It is understood that the Engineer shall
use his best efforts to minimize his cost and expenditures
during any period of Force Majeure.
ARTICLE XV - ARBITRATION
All disputes under this Agreement shall be resolved finally,
and without appeal to any courts, in accordance with the
following procedures.
Each Party shall appoint a representative who shall be
principally responsible for administering the Agreement on
behalf of such Party and representing the Party's interests
in the event of disputes under this Agreement. Any dispute
or disagreement between the Parties relating to or in
connection with this Agreement, which is not finally settled
by a discussion between the appointed representatives within
thirty (30) days shall be submitted to arbitration at the
written request of any Party, specifying the issue or issues
in dispute and summarizing the Party's claim with respect
thereto.
A Party initiating arbitration proceedings may request that
an arbitration committee be established and such committee
resolve the dispute or disagreement. Such committee shall
consist of one representative appointed by each of the
Parties and a chairman acceptable to all of the Parties.
In the event that the Parties fail to form an arbitration
committee, or if the arbitration committee fails to resolve
the dispute within thirty (30) days, either Party may refer
such dispute, controversy or claim to arbitration for
settlement in accordance with the United Nations Commission
on International Trade Law (UNCITRAL) as then presently in
force.
For purposes of application of the UNCITRAL Arbitration
Rules to this Agreement:
The appointing authority shall be the authority as
designated by UNCITRAL Arbitration Rules.
The number of arbitrators shall be three. No arbitrator
shall be an employee, agent, shareholder, former employee
or agent of any of the Parties.
The place of the arbitration shall be Washington, D.C.
The language to be used in the arbitral proceedings shall
be English.
The Parties hereby consent to the jurisdiction of the
arbitration panel. The arbitration panel shall be
authorized to order equitable relief, including specific
performance or injunctive relief. The arbitration award
shall be final and binding and enforceable in any court
of competent jurisdiction.
Within thirty (30) days of the hearing, unless such time
is extended by mutual agreement, the arbitrators shall
notify the Parties in writing of their decision stating
separately findings of fact and conclusions of law. The
arbitrators shall not have the power to add to or amend
this Agreement. The decision of the arbitrators shall
specify how the expenses of the arbitration shall be
allocated.
ARTICLE XVI - OFFICIAL LANGUAGE AND UNITS OF WEIGHTS AND
MEASURE
The official language of this Agreement and of all
documents prepared by the Engineer under the terms of
this Agreement shall be the English language. The units
of weights and measure in which the design and contract
documents shall be prepared shall be metric units.
ARTICLE XVII - TERMINATION AND SUSPENSION
A.Termination
This Agreement may be terminated by either Party upon 30
(thirty) days' written notice in the event of a material
default by the other Party in performing its obligations
in accordance with the terms hereof through no fault of
the terminating Party upon mutual agreement.
B. Force Majeure
In the event of Force Majeure, as defined in Article
XIV, Force Majeure, the Client shall have the right to
terminate this Agreement as stated above, and such
termination may be made on 30 (thirty) days notice in
writing.
If for any reasons of Force Majeure, in accordance with
and as defined in Article XIV, Force Majeure, services of
the Engineer are suspended, either Party may terminate
the Agreement one hundred eighty (180) days after having
given notice of the Force Majeure event. The Client
shall pay to the Engineer an equitable amount for
services performed up to the date of termination.
Similarly, if for reasons of Force Majeure the
performance of the services by the Engineer shall be
delayed, or extra disbursements incurred in continuing
the services, the Client shall pay to the Engineer all
reasonable costs previously approved by the Client
resulting from the delay, or extra disbursements,
including, if necessary, disbursements for round trip
travel and subsistence during temporary evacuation for
personnel normally resident in Nepal while performing
their duties and for the dependents normally residing
with such personnel.
ARTICLE XVIII - LAW GOVERNING AGREEMENT
This Agreement shall, in all respects, be read and
construed, and shall operate as a contract, in conformity
with the laws of New York and its Courts shall have
jurisdiction for adjudicating any dispute arising
hereunder.
ARTICLE XIX - REVIEW AND MODIFICATION OF AGREEMENT
The Terms of this Agreement shall be reviewed on the
anniversary of the effective date every year that it is
in force. Additions, deletions, and changes mutually
agreeable to the parties thereto shall be incorporated
therein per written amendment. No modification of this
Agreement shall be made except by amendment signed by the
parties.
ARTICLE XX - NOTICES
Any notice given by any of the parties hereto shall be
sufficient only if in writing and delivered in person,
facsimile, telex or through registered mail as follows:
TO: Bhote Koshi Power Company Private Limited
KHA ▇-▇▇▇
▇▇▇▇▇▇▇▇, Tachachal
Kathmandu, Nepal
Attn: Project Manager
(T&F) 977 1 27 00 27
TO: Harza Engineering International L.P.
c/o Harza Engineering Company
Sears Tower
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Project Manager
(T) 312-831-3000
(F) ▇▇▇-▇▇▇-▇▇▇▇
or to such other address as either of these parties shall
designate by notice given as required herein. Notices
hereunder shall be effective when delivered.
ARTICLE XXI - ENTIRE UNDERSTANDING OF AGREEMENT
This Agreement represents and incorporates the entire
understanding by the parties hereto, and each Party
acknowledges that there are no warranties,
representations, covenants or understandings of any kind,
matter or description whatsoever, made by either Party to
the other except as expressly set forth herein. The
parties agree that any purchase orders, invoices,
confirmations, acknowledgments or other similar documents
executed or delivered with respect to the subject matter
hereof that conflict with the terms of this Agreement
shall be null, void, and without effect to the extent
that they conflict with the terms of this Agreement.
ARTICLE XXII - WAIVER OF CONTRACT BREACH
The waiver of one Party of any breach of this Agreement
or the failure of one Party to enforce at any time, or
for any period of time, any of the provisions hereof, and
shall be limited to the particular instance, shall not
operate of be deemed to waive any future breaches of this
Agreement, and shall not be construed to be a waiver of
any provision, except for the particular instance.
ARTICLE XXIII - SEVERABILITY OF INVALID PROVISIONS
If any provisions of the Agreement shall be held to
contravene or be invalid under the laws of any particular
state, country or jurisdiction where used, such
contravention shall not invalidate the entire Agreement,
but the Agreement shall be construed as if not containing
the particular provisions or provisions held to be
invalid in the particular state, country or jurisdiction
and the rights or obligations of the parties hereto shall
be construed and enforced accordingly.
ARTICLE XXIV - DESIGNATION OF AUTHORIZED REPRESENTATIVES
Each Party shall designate one or more persons to act
with authority in its behalf in respect to appropriate
aspects of the Project. The persons designated shall
review and respond promptly to all communications
received from the other Party.
ARTICLE XXV - INDEMNIFICATION
The Engineer shall indemnify and hold harmless the Client
up to the amount of the compensation paid by the Client
to the Engineer for its services rendered under this
Agreement (excluding costs and subcontract expenses) from
the Client's loss or expense, including reasonable
attorneys' fees, for claims for personal injury
(including death) or property damage arising out of the
sole negligent act, error or omission of the Engineer.
The Client shall indemnify and hold harmless the Engineer
up to the amount of the compensation paid by the Client
to the Engineer for its services rendered under this
Agreement (excluding costs and subcontract expenses) from
the Engineer's loss or expense, including reasonable
attorneys' fees, for claims for personal injury
(including death) or property damage arising out of the
sole negligent act, error or omission of the Client.
Subject to the Engineer's and the Client's limited
obligation of indemnification hereunder, in the event of
joint or concurrent negligence of the Engineer and the
Client, each shall bear that portion of the loss or
expense that its share of the joint or concurrent
negligence bears to the total negligence (including that
of third parties) which caused the personal injury or
property damage.
In no event shall the Engineer or the Client be liable
for special, incidental or consequential damages,
including, but not limited to loss of profits, revenue,
use of capital, claims of customers, cost of purchased
power or replacement power, or for any other loss of any
nature, whether based on contract, tort, negligence,
strict liability or otherwise, by reason of the services
rendered under this Agreement.
The trustees, directors, officers, employees, agents and
consultants of the respective parties are deemed to be
included in the term "Engineer" and "Client" for the
purposes of this section.
ARTICLE XXVI - EFFECTIVE DATE
This Agreement shall become effective May 1, 1997.
Initiation of services and termination shall be in
accordance with the terms of Article IV.
ARTICLE XXVII - INDEPENDENT CONTRACTOR
At all times, Engineer shall serve as Client's
professional engineering consultant in those phases of
the Project to which this Agreement applies. Engineer
shall have full responsibility for the control and
direction of its employees, contractors, servants, and
agents and shall be fully and solely responsible for the
payment of all obligations incurred by Engineer in
performing the requirements of this Agreement. Engineer
shall not be an agent for and may not bind Client.
Client shall not be an agent for and may not bind
Engineer. The relationship is that of a buyer and seller
of professional services and it is understood that this
Agreement does not create a joint venture, agency or
partnership relationship.
ARTICLE XXVIII - REPRESENTATIONS AND WARRANTIES
Engineer represents and warrants, as of the date hereof,
as follows:
A. It is a limited partnership duly organized,
validly existing and in good standing under the
laws of Delaware;
B. It has taken all necessary action to authorize
the execution, delivery and performance of its
obligations under this Agreement, which action
has not been superseded or modified, and this
Agreement constitutes the legal, valid and
binding obligation of Engineer, enforceable in
accordance with its terms;
C. The execution, delivery and performance of this
Agreement do not violate (i) its partnership
agreement or bylaws or any resolution of its
Board of Managers or other committees charged
with the governance of its affairs, (ii) any
contract to which it or, to the best of its
knowledge, any of its Affiliates, is a Party or
(iii) any law, rule, regulation, order writ,
judgment, injunction, decree or determination
affecting Engineer or any of its properties;
D. It has not filed any petition for relief under
the bankruptcy laws of the United States of
America, or any other sovereign nation, has not
made nor is making an assignment for the
benefit of creditors, initiated nor been the
subject of any proceeding seeking to have a
receiver or trustee appointed to liquidate or
manage its affairs and none of its properties
is subject to the jurisdiction of any
bankruptcy court of the United States of
America or any receivership proceeding;
E. No litigation is pending or to its knowledge,
threatened which seeks to restrain it from
performing its obligations hereunder or the
adverse outcome of which could materially
affect its business or its ability to perform
its obligations hereunder;
F. To the best of Engineer's knowledge, no
authorization of other action by, and notice to
or filing with, any government agency or
regulatory body is required for the due
execution, delivery and performance by Engineer
of this Agreement which have not been obtained.
Engineer shall use reasonable efforts to obtain
any other material governmental approval in a
timely manner and to seek that such approvals
shall not expire without being renewed in a
timely manner or shall not be revoked,
suspended, held invalid or limited in effect;
G. It or one of its Affiliates, through its
management and personnel, is experienced in the
performance of engineering services in
accordance with generally accepted and
currently recognized engineering practices, has
complied with the provisions of all applicable
laws, and has not been and is not currently
subject to any judgment or settlement of any
claim imposing liability on it for
noncompliance with law or mismanagement in
rendered engineering services; and
H. It is familiar with the terms of the Power
Purchase Agreement and EPC Contract which
affect or relate to Engineer's rendering design
services in connection with the Project.
ARTICLE XXIX -INSURANCE
Before commencing Services under this Agreement,
Engineer shall procure and maintain insurance
policies for the duration of the Agreement of the
kind and for the limits hereinafter provided in
this Article. Upon Client's request, Engineer
shall submit certificates of insurance certifying
the issuance of the pertinent insurance policy.
The companies issuing the policies and the form of
the policies will be subject to the Client's
acceptance, but such acceptance shall not be
unreasonably withheld. The insurance coverages
shall be as follows:
A. Commercial General Liability
This insurance shall include contractual
liability and completed operations coverage.
Coverage shall be not less than:
$1,000,000 Per occurrence for Bodily Injury and
Property Damage combined;
$1,000,000 Aggregate.
B. Professional Liability
This insurance shall include coverage for errors,
omission and negligent acts, with a contractual
liability provision, in the minimum amount of
$1,000,000 per claim, $10,000,000 aggregate.
C. Workers' Compensation and Auto Liability
Workers' Compensation and Auto Liability coverage
shall be in accordance with statutory
requirements.
IN WITNESS WHEREOF, the parties have executed this
Agreement.
HARZA ENGINEERING BHOTE KOSHI POWER COMPANY
COMPANY INTERNATIONAL L.P. PRIVATE LIMITED
By: By:
Harza Engineering Company (Title)
International L.P.
a limited liability company
(the General Partner)
Witness: Witness:
Date: Date:
Attachment 1
PRICE OF ENGINEERING SERVICES
Milestone Payments
Milestone Price
1. Complete the conceptual design of $80,000
a flood warning system
2. Prepare the system design and $110,000
procurement specifications, and
obtain firm price quotes
3. Monitor vendor's manufacturing; $105,000
equipment delivery to site
4. Monitor vendor's installation, testing $55,000
and operational training for equipment;
equipment accepted by Client
Total (Excludes Equipment*) $350,000**
* The equipment cost, its installation, and training are
not included in the Price of Engineering Services. Such
additional costs for equipment supply and services to be
performed by others in connection with the installation,
testing and training shall be identified by the Engineer and
equipment vendor, agreed upon between the Client, equipment
vendor and Engineer prior to equipment procurement.
** Includes amounts previously incurred.
Attachment 2
SCOPE OF SERVICES
The Engineer's design services are intended to be an
integral part of BKPC's overall and coordinated approach to
dealing with flood risk management for the Upper Bhote Koshi
Hydroelectric Project. The flood warning system will
include one or more river water level sensing stations
designed to detect rapidly rising water levels. When a
potentially dangerous flood is detected, the system will
sound an alarm at the powerhouse and headworks areas and
automatically activate specific system functions. In
developing the conceptual design for the warning system,
possible interconnections with the planned national system
will be considered.
The Engineer shall perform the services in three phases: (1)
formulate the conceptual design of a flood warning system
and present such design to the Client for discussion, review
and approval; (2) based on the mutually agreed concept,
design a system, prepare equipment procurement
specifications, including warranty requirements, and obtain
firm price quotes; and (3) monitor the vendor's
installation, testing and provision of operational training
for such equipment.
Approach
During phase one, a remote monitoring and sensing expert
will review project documents, examine the project site and
upstream river condition and will develop a conceptual
design of a flood warning system. Topographic maps, project
documents and satellite imagery (to the extent that it is
available and can be acquired for the project
investigations) will be reviewed to establish site
conditions, constraints and approximate flood travel times.
A visual survey or inspection of the area will be made to
establish preferred locations for sensors, the preferred
communication media, and to develop alternatives to
alleviate politically sensitive problems. Two options will
be developed: one assuming no access restriction, and second
assuming that access to China is prohibited. For both
alternatives, permitting requirements will be identified.
Possible interconnection with the panned Nepalese system and
international donor funding will be discusses with local
Nepalese agencies currently involved in GLOF warning
systems. Equipment procurement costs will be estimated.
The conceptual design will be documented in the form of a
written description including preliminary drawings of
possible locations of sensors and sketches of the measuring
station configuration. The concept will be submitted to the
Client for review and discussion. A final report will be
prepared incorporating comments.
During phase two, a flood warning system will be designed
and equipment procurement specifications will be developed.
The specifications will include warranty and testing
requirements, requirements for providing as-built
documentation, as well as operation and maintenance
documentation. Bids for supply, installation, testing and
training will be obtained from equipment vendors. Harza will
evaluate vendor submittals. The equipment supply,
installation, testing and training budget will be finalized
and submitted to the Client for approval.
In the third phase, BKPC will procure the equipment under a
separate agreement with the selected equipment supplier. The
equipment supplier will also install, field test and provide
training. To verify compliance with the design, Harza will
review manufacturer's drawings, design data and
specifications prior to equipment manufacturing. Harza will
witness a factory test of the equipment to verify compliance
with the specifications. Harza will provide surveillance and
monitoring during the installation and testing of the
equipment. Personnel for operation and maintenance will be
provided by BKPC. Permits necessary for the implementation
of the system will be acquired by BKPC.
Deliverables
Deliverables are (1) draft and final report entitled "Flood
Warning System Conceptual Design Report", (2) tendering
documents, including specifications and drawings, for use in
obtaining equipment supply, installation, testing and
training prices, (3) a recommendation report identifying the
preferred equipment supply contractor, and (4) monthly
reports on the progress of equipment installation, supply,
testing and training. Harza will be available to participate
in telephone meetings with the lenders and/or the lenders'
engineer. BKPC will procure equipment and services for the
installation of and operational training in the use of the
equipment. The equipment supplier, in addition to supplying,
installing, and commissioning equipment, and conducting the
testing and training, will also be required to furnish
operation and maintenance documentation.