ohpc balimela volume 2

8/13/2019 OHPC Balimela Volume 2

http://slidepdf.com/reader/full/ohpc-balimela-volume-2 1/218

!!!!

""#""" ""#""" ""#""" ""#"""



ODISHA HYDRO POWER CORPORATION LIMITED

BALIMELA POWER HOUSE, BALIMELA

UNITS # 1 to 6 (6x60 MW)R & M WITH NEW TG SET

GENERAL CONDITIONS OF CONTRACT

TS VOL II Page 1 of 1 © 2013 MECON Limited. All Rights Reserved.

VOLUME – II

GENERAL CONDITIONS OF

CONTRACT



ODISHA HYDRO POWER CORPORATION LIMITEDBALIMELA POWER HOUSE, BALIMELA

UNITS # 1 to 6 (6x60 MW)R & M WITH NEW TG SETGENERAL CONDITIONS OF CONTRACT

TS VOL II Contents Page 1 of 5 © 2013 MECON Limited. All Rights Reserved.

C O N T E N T S

Sl. No Description Page No.

CONTRACT AGREEMENT (CONTRACT NO.1) 1 of 210



SCHEDULE - 1 DEFINITIONS 37 of 210

SCHEDULE - 2 SCOPE OF SUPPLIES & SERVICES 45 of 210

2.1 Scope of Work 45 of 210

2.2 Supply of Equipment 45 of 210

2.3 Technical & Engineering Services 47 of 210

2.4 Civil Foundation & other Civil Works 49 of 210

2.5 Training of Purchaser's Personnel 50 of 210

2.6 Supervision during manufacture or repair of

equipment in India (wherever applicable)50 of 210

2.7 Scope of Work for Erection, Dismantling

& Repair50 of 210

2.8 Conditions for Civil Work 55 of 210

2.9 Construction Water 58 of 210

2.10 Construction Power 59 of 210

2.11 Demonstration of Performance Guarantee 60 of 210

2.12 Terms and Conditions relating to temporary

allotment of land for the purpose of Site office,

Stores and temporary works for execution of

Contract.

60 of 210

2.13 Total Responsibility 61 of 210

2.14 Removal of Redundant Materials 62 of 210

2.15 Role of Consultant (implementation

Consultant)

62 of 213

SCHEDULE - 3 CONTRACT PRICE 66 of 210

3.1 to 3.4 Contract Price 66 of 210

3.5 Contract Price break-up 67 of 210

3.6 Price Basis 67 of 210

3.7 Firm Price 69 of 210

3.8 For Architectural works 70 of 210

SCHEDULE - 4 TIME SCHEDULE 71 of 2104.1 Time Schedule - Firm and Binding 71 of 210






4.2 Time Schedule for feed back data, drawings

and documents

71 of 210

4.3 Delivery 84 of 210

4.4 Schedule of Delivery of Equipment,

Commissioning Spares and Tools & Tackles

84 of 210

4.5 Delivery of Spares 85 of 210

4.6 Delivery of Engineering Services 85 of 210

4.7 Completion Time 86 of 210 4.8 Time Schedule for Completion of Project 86 of 210 4.9 Liquidated Damages for non-fulfillment of Time

Schedule

86 of 210

4.10 Implementation Strategy 88 of 210

4.11 Construction/Erection Plan 89 of 210

4.12 Progress Monitoring 90 of 210

SCHEDULE - 5 TAXES AND DUTIES 95 of 210

5.1 Taxes and Duties (Indigenous Portion) 95 of 210

5.2 Taxes and duties (Foreign Portion) 99 of 210

5.3 Base Date 100 of 210

SCHEDULE - 6 TERMS OF PAYMENT 101 of 210

6.1 Adjustable Mobilisation Advance Payment 101 of 210

6.2 Payment for Supplies (Main) 102 of 210

6.3 Payment for Supplies (Spares - Mandatory) 103 of 210

6.4 Payment for Services 104 of 210

6.5 Payment Terms for Taxes and Duties 104 of 210

6.6 Payment Terms for Customs 105 of 210

6.7 Payment Terms for Training of Purchaser’sPersonnel 105 of 210

6.8 Due Dates for Payment 106 of 210

6.9 Mode of Payment 106 of 210

6.10 General 107 of 210

SCHEDULE - 7 TERMS & CONDITIONS OF DEPUTATION

OF FOREIGN EXPERTS/ SPECIALISTS FOR

SUPERVISION OF REPAIR, MANUFACTURE,

DISMANTLING, ERECTION, COMMISSIONING AND

PERFORMANCE GUARANTEE TESTS

111 of 210

SCHEDULE - 8 CONTRACT SPECIFICATIONS 114 of 210

SCHEDULE - 9 PERFORMANCE GUARANTEE 115 of 210SCHEDULE - 10 GENERAL TERMS AND CONDITIONS OF THE 119 of 210






CONTRACT

10.1 Bank Guarantee - General 119 of 210

10.2 Licences 121 of 210

10.3 Insurance 122 of 210

10.4 Customs Clearance 128 of 210

10.5 Liquidation, Death, Bankruptcy etc. 128 of 210

10.6 Responsibility for Performance of Contract 129 of 21010.7 Responsibility for Completeness 129 of 210

10.8 Despatch & Billing Schedule 130 of 210

10.9 Shipping Notes & Documents 131 of 210

10.10 Packing, Identification and Markings 134 of 210

10.11 Type, Quality of Materials & Workmanship 136 of 210

10.12 Drawings & Documents 138 of 210

10.13 Errors & Omissions 138 of 210

10.14 Acceptance of the Unit 139 of 210

10.15 Spares, Special Tools & Consumables 143 of 210

10.16 Approval by the Purchaser/Consultant 147 of 21010.17 Sub-Contracts 149 of 210

10.18 Inspection and Tests at Contractor's/

Manufacturer's Premises

150 of 210

10.19 Participation of Indian Engineers 154 of 210

10.20 Standard and Compliance with Laws &

Regulations

155 of 210

10.21 Protective Painting 156 of 210

10.22 Weights & Measures 156 of 210

10.23 Secrecy, Titles 156 of 210

10.24 Rejection of Defective Plant & Works or other

Installation

158 of 210

10.25 Cancellation of Contract 158 of 210

10.26 Progress Report 160 of 210

10.27 Training 161 of 210

10.28 Patents 161 of 210

10.29 Indemnity 163 of 210

10.30 Termination & Suspension & Fore closure 165 of 210

10.31 Termination of Services of Contractor's

Personnel

167 of 210

10.32 Force Majeure 167 of 210






10.33 Arbitration 169 of 210

10.34 Warranty 170 of 210

10.35 Tests on Completion 173 of 210

10.36 Access to and Possession of site 173 of 210

10.37 Due Dates of Payment 174 of 210

10.38 Deductions from Contract Price 174 of 210

10.39 Construction of Contract 175 of 21010.40 Rights of Purchaser to Vary the Scope 175 of 210

10.41 Waiver 176 of 210

10.42 Assignment 177 of 210

10.43 Amendment 177 of 210

10.44 Applicable Law 178 of 210

10.45 Notices 178 of 210

10.46 Language 179 of 210

10.47 Statutory and Other Regulations 180 of 210

10.48 Labour 181 of 210

10.49 Restrictions of Visitors 187 of 210

10.50 Work Permit, Passport, Security Pass etc 187 of 210

10.51 General 188 of 210

10.52 General liability provisions 188 of 210

10.53 Transfer of Titles 188 of 210

10.54 Safety 189 of 210

SCHEDULE - 11 SAFETY CODE FOR CONTRACTORS 190 of 210

11.1 GENERAL 190 of 210

11.2 SAFETY MEASURES IN CONTRACTUAL

WORK

193 of 210

ANNEXURES *

ANNEXURE – XII SECURITY DEPOSIT BANK

GUARANTEE

197 of 210

ANNEXURE –

XIII

BANK GUARANTEE FOR ADVANCE

PAYMENT

200 of 210

ANNEXURE –

XIV

PROFORMA FOR CUSTODY-CUM-

INDEMNITY BOND

203 of 210

ANNEXURE – XV Sample format for Joint Deed of Undertaking

by the Parent/Holding Company with the

Contractor

205 of 210






ANNEXURE –

XVI

Proforma for additional Performance Bank

Guarantee to be furnished by the

Parent/Holding Company

208 of 210

* (Annexure Nos. I to XI shall be submitted by the Tenderer along with

the tender which shall be finalised after mutual agreement with the successful

Tenderer and shall form a part of the Contract).




UNITS # 1TO 6 (6x60MW)R & M WITH NEW TG SET



CONTRACT AGREEMENT (CONTRACT NO.1)

CONTRACT FOR DESIGN INCLUDING DESIGN MODIFICATION, ENGINEERING

AND SUPPLY OF IMPORTED EQUIPMENT & MATERIALS, DRAWINGS AND

DOCUMENTS, SPARES, SUPERVISION OF ERECTION, COMMISSIONING AND

DEMONSTRATION & ESTABLISHMENT OF PERFORMANCE GUARANTEE

PARAMETERS, TRAINING OF PURCHASER’S PESONNEL FOR RENOVATION AND

MODERNISATION WITH NEW TG OF BALIMELA UNIT # 1 to 6, BALIMELA POWER

HOUSE, ODISHA, INDIA.

THIS CONTRACT No. _______________________________________ made this

_________ day of _____________________________________

Between

ODISHA HYDRO POWER CORPORATION LTD., a Company incorporated under the

Companies Act, 1956 and having its registered office at Odisha Hydro Power Corporation

Ltd., Odisha State Police Housing & Welfare Corporation Building, Vanivihar Chowk,

Janpath, Bhubaneswar – 751022, Odisha, India hereinafter referred to as the

"PURCHASER" (which expression shall, unless repugnant to the context or the meaning

thereof, be deemed to include its successors and permitted assigns), of the ONE PART,

AND

M/S ______________________________________ (Contractor's Name), a Company

organised and existing under the laws of ________ and having its registered office at

________________________________________ hereinafter referred to as the

"CONTRACTOR" (which expression shall, unless repugnant to the context or meaning







thereof, be deemed to include its successors and permitted assigns) of the SECOND

PART,

AND WHEREAS

a) The Purchaser has decided for Renovation and Modernisation with new TG of Unit1 to 6 of its Balimela Power House at Balimela in Odisha which includes interalia

planning, design including design modification, engineering, manufacture, supply &

delivery at site of plant & equipment, civil & building structural work, storage and

preservation, handling at site, comprehensive insurance, dismantling & repair,

erection, painting, start-up, trial run, testing commissioning and performance

guarantee test for the Units under Renovation & Modernisation with New TG of

Unit 1 to 6 of its Balimela Power House at Balimela and hand over to the

Purchaser an operating plant, and the project shall include plant & equipment andfacilities within the defined battery limits, as described in the Contract

Specifications hereto, and

b) The Contractor has declared that he is in a position to disclose, impart, deliver and

transfer the requisite engineering data, drawings and documents to the Purchaser

to perform its obligations under the Contract as mentioned herein below, and

c) The Contractor has declared that he has obtained all the clarifications on technical

and commercial aspects, inspected the site and surrounding, examined and

considered all other matters, conditions and things, probable contingencies and

generally all matters incidental thereto affecting the execution and completion of

the works, and

d) WHEREAS the Contractor has agreed to carry out the aforesaid work on the terms

& conditions stated hereinafter,







e) WHEREAS the Purchaser has appointed ________________________

hereinafter referred to as "CONSULTANT" or “IMPLEMENTATION

CONSULTANT” as their CONSULTANT for implementation of Renovation &

Modernisation with New TG of Unit 1 to 6 of their Balimela Power House at

Balimela, Odisha.

NOW IT IS HEREBY AGREED AND DECLARED BY AND BETWEEN THE

PARTIES AS FOLLOWS :

Article-1

1.1 In consideration of the promises and the payments to be made by the Purchaser to

undertake design including design modification, engineering, manufacture, shop

testing and inspection for and supply of imported equipment and materialsincluding commissioning spares, mandatory spares, spares for two years normal

operation and maintenance, drawings and documents on CIF basis (Incoterms

2000) with amendments, if any, training of Purchaser’s personnel in and

supervision of erection, testing commissioning and demonstration, and

establishment of Performance guarantee Parameters and handing over required

for Renovation & Modernisation with New TG work as detailed in Schedule-2

“Scope of Supplies and Services” and Schedule-8 “Contract Specification” to this

CONTRACT subject to and on the terms and conditions contained hereinafter.

1.2 The Contractor shall be solely responsible and undertake full and exclusive

responsibility towards the Purchaser for timely manufacture and supply of imported

equipment and materials complete in all respects and provide supervision services

in accordance with the Contract specification as per Schedule-8 and within the

time schedule as per Schedule-4 of the Contract.







Article-2

The Consultant in relation to the Contractor shall have such function as are

delegated to him in the Contract or as may be delegated to him by the Purchaser

from time to time. The Purchaser shall keep the Contractor informed of such

delegation. Role of the Consultant with respect to scope of work of the Contractoris defined under Schedule-2.

The Contractor shall carry out the instructions issued by Consultant as if they were

the instructions issued by the Purchaser.

If there is any difference between the Contractor and the Consultant about the

implementation of any of the instructions issued by Consultant, the matter shall be

referred to the Purchaser and shall be settled amongst Purchaser, Consultant andContractor within the terms and conditions of the Contract.

Article-3

All the consignments shall be consigned by the Contractor to the Purchaser as per

Schedule 10.9 of the Contract and the consignment shall be addressed to :

Manager,

Balimela Power House

Balimela, District Malkangiri, Odisha, India

Pin – 764051

All the bills/invoices shall be raised by the Contractor to the Purchaser and the

Paying Officer of the Purchaser shall be addressed to :







Senior General Manager

Balimela Hydro Electric Project,

Balimela District Malkangiri Odisha, India

Pin – 764051

Article-4

The Contractor has informed that he has selected following contractors to form a

consortium of contractors ( hereinafter called Consortium partner contractors or

partner contractors) for execution of the work under the contract and the Purchaser

accepts the judgement of the Contractor

1)

2)

3)

(The Contractor shall submit Consortium agreement with Partner Contractors

indicating the division of work among the Contractor and the Partner Contractors

along with the tender)

All matters of the contract including payments shall be dealt with by and through

the Contractor(______).

The Contractor has further informed that he has appointed the following as his

major sub-contractor with the approval of the Purchaser.

1)

2)







Contractor from any of his liabilities or obligations under the Contract and he shall

be responsible for the acts, defaults and neglects of any Sub-Contractor(s) as fully

as if they were the acts, defaults or neglects of the Contractor.

Article-5

Notwithstanding the despatch of equipment including commissioning spares,

special tools & tackles, consumables, mandatory spare parts, etc. required for

operation and maintenance of the Plant and Equipment directly by Consortium

partners/Indian Assignee or the Sub-Contractor(s) to the Purchaser's site or site

work carried out by them, the Contractor shall remain wholly liable to perform, fulfil

and discharge all the obligations and responsibilities under this Contract and the

same shall in any way not be reduced or diminished for any reason whatsoever.

Article-6

This Contract shall come into effect from the date of signing of contract or 60 (sixty)

days from the date of Letter of Acceptance (LOA), whichever is earlier. The

Purchaser shall release the initial advance payments to the contractor within 15

(Fifteen) days from date of signing of Contract subject to fulfilling conditions of

payment of advance.

Article-7

The following schedules appended to this Contract shall be deemed to form and be

read and construed as part of this Contract.

Schedule - 1 : Definitions.

Schedule - 2 : Scope of Supplies and Services.







Schedule - 3 : Contract price.

Schedule - 4 : Time Schedule

Schedule - 5 : Taxes & Duties.

Schedule - 6 : Terms of Payment.

Schedule - 7 : Terms & Conditions of Deputation of Experts

for Supervision of Work in India.

Schedule - 8 : Contract Specifications

Schedule - 9 : Performance Guarantee.

Schedule - 10 : General Terms & Conditions of the Contract.

Schedule – 11 : Safety Code for Contractors

Article-8

In addition to the aforesaid, the following documents shall be deemed to form and

be read and construed as part of this Contract:-

Annexure-I : List of imported Equipment and Materials etc. along with

weights.

Annexure-II : List of components to be repaired abroad.







Annexure-III : List of Commissioning Spares.

Annexure-IV : List of Mandatory Spares for operation and maintenance with

itemised prices.

Annexure-V : List of special tools & tackles and instruments.

Annexure-VI : List of initial fill, oil and lubricants including flushing oil and

consumables.

Annexure-VII : List of Recommended Spares with itemised prices (shopping

list).

Annexure-VIII : Training Programme for Purchaser's personnel abroad.

Annexure-IX : Requirement of Contractor at site.

Annexure-X : Not Applicable in this Contract

Annexure-XI : Schedule of Supervisory Personnel.

Annexure-XII : Bank Guarantee Proforma for Performance.

Annexure-XIII : Bank Guarantee Proforma for Advance Payment.

Annexure-XIV : Not Applicable for this Contract

Annexure-XV : Joint Deed of Undertaking by the Parent/Holding Company







Annexure-XVI : Additional Performance BG to be furnished by the

Parent/Holding Company

(Annexure Nos. I to XI shall be submitted by the Tenderer along with the

tender which shall be finalised after mutual agreement with the successful

Tenderer and shall form a part of the Contract).

Article-9

All the words and expressions used in this Contract shall, unless repugnant to the

context, have the same meaning as are respectively assigned to them in

Schedule-1. All headings and marginal notes to the Articles, Schedules,

Annexures, Contract Specifications or to any other part of the Contract are solely

for the purpose of giving a concise indication and not a summary of a contentsthereof and they shall never be deemed to be part thereof or be used in the

interpretation or construction thereof.

Article-10

The several schedules listed in Article-7 and the Annexures listed in Article-8

above and forming part of this Contract are to be taken mutually explanatory to one

another. However, in case of conflict between the Schedules and the Annexures,

the provisions contained in the Schedules shall prevail. In case of any

conflict/contradiction between the Articles of this Contract and Schedules

appended herein, provisions contained in the Articles shall prevail.

Article-11

There are no understandings or agreements between the Purchaser and the

Contractor which are not fully expressed herein including the Schedules referred to







in Article-7 and the documents mentioned in Article-8 hereof and no statement or

agreement, oral or written, made prior to or at the signing hereof shall affect or

modify the terms hereof or otherwise be binding on the parties hereto. No

modifications or amendment of this Contract including Schedules and Annexures

hereto shall be valid unless the same is agreed to in writing by the parties hereto

and issued as an amendment to the Contract.

Article-12

The Contract including the Arbitration proceedings shall be governed by and

interpreted in accordance with laws of India.

Any disputes, differences, whatsoever, arising between the parties out of or

relating to the construction, meaning, scope, operation or effect of this Contractshall be settled between the Purchaser and the Contractor amicably. If however,

the Purchaser and the Contractor are not able to resolve their disputes /

differences amicably as aforesaid the said disputes / differences shall be settled

by Conciliation, failing which, through Arbitration.

Conciliation shall be resorted to prior to invoking Arbitration. The Arbitration

Clause is to be invoked by the parties to the Contract only on failure of

conciliation proceedings to amicably settle the disputes. The arbitration shall be

governed in accordance with The Arbitration and Conciliation Act 1996

(hereinafter referred to as the “Act”) of India. The venue of arbitration

proceedings shall be Bhubaneswar, India.

During the pendency of the Conciliation or Arbitration proceedings both the

parties (i.e. the Contractor and the Purchaser) shall continue to perform their

contractual obligations.







Each party shall bear its own expense with respect to any arbitration. The cost of

arbitration shall be borne in such manner as may be specified in the award of the

arbitrators. The final award by a majority of the arbitrators rendered in writing

shall be binding upon the parties.

The language of the arbitration proceedings and communication between the

parties shall be English.

Notwithstanding anything to the contrary contained herein, the work under the

contract shall continue during the pendency of any disputes or differences in

arbitration proceedings and no payment due from the Purchaser shall be withheld

on account of such proceedings except to the extent which may be in dispute, and

the Purchaser shall be entitled to make recoveries of amounts, if any, due from the

Contractor as per the provisions of the contract except to the extent which may be

in dispute.

Article-13

This Contract is executed in English language in two originals, each party

receiving one duly signed set. Both these sets are authentic. The Contractor shall

submit twenty (20) photocopies of the entire Contract documents to the Purchaser

for his use.

Article-14

The Contract shall be governed in accordance with the Laws of India. The civil

court having original jurisdiction over Bhubaneswar alone shall have exclusive

jurisdiction to try any matter arising out of the Contract.







IN WITNESS WHEREOF THE parties hereto by representatives duly authorised

have executed the Contract on the day, month and the year first above written.

Name_____________________ Name____________________

Designation______________ Designation_____________

For and on behalf of For and on behalf of

(Contractor) ODISHA HYDRO POWER

CORPORATION LTD.

(Seal of the office) (Seal of the office)

In the presence of In the presence of

1. 1.

2. 2.







CONTRACT AGREEMENT (CONTRACT NO. 2)

CONTRACT FOR DESIGN INCLUDING DESIGN MODIFICATION,

ENGINEERING AND SUPPLY OF DRAWING AND DOCUMENTS,

MANUFACTURE FOR ANDSUPPLY AND DELIVERY ON F.O.R. SITE BASIS

OF INDIGENOUS EQUIPMENT & MATERIALS, TECHNOLOGICAL

STRUCTURES, BUILDING STRUCTURES, SPARES, OIL, LUBRICANTS AND

CONSUMABLE REQUIRED FOR RENOVATION AND MODERNISATION WITH

NEW TG OF UNIT 1 to 6 OF BALIMELA POWER HOUSE AT BALIMELA,

ODISHA, INDIA

THIS CONTRACT No. _______________________________________ made

this _________ day of _____________________________________________

Between

ODISHA HYDRO POWER CORPORATION LTD., a Company incorporated under

the Companies Act, 1956 and having its registered office at Odisha Hydro Power

Corporation Ltd., Odisha State Police Housing & Welfare Corporation Building,

Vanivihar Chowk, Janpath, Bhubaneswar – 751022, Odisha, India hereinafter

referred to as the "PURCHASER" (which expression shall, unless repugnant to the

context or the meaning thereof, be deemed to include its successors and permitted

assigns), of the ONE PART,

AND

M/S ______________________________________ (Contractor's Name), a

Company organised and existing under the laws of ________ and having its

registered office at ________________________________________ hereinafter

referred to as the "CONTRACTOR" (which expression shall, unless repugnant to







the context or meaning thereof, be deemed to include its successors and permitted

assigns) of the SECOND PART,

AND WHEREAS

a) The Purchaser has decided for Renovation and Modernisation with New TG of Unit 1to 6 of its Balimela Power House at Balimela in Odisha which includes interalia



preservation, handling at site, comprehensive insurance, dismantling & repair,

erection, painting, start-up, trial run, testing commissioning and performance

guarantee test for the Units under Renovation & Modernisation with New TG of Unit 1

to 6 of its Balimela Power House at Balimela and hand over to the Purchaser an

operating plant, and the project shall include plant & equipment and facilities within thedefined battery limits, as described in the Contract Specifications hereto, and

b) The Contractor has declared that he is in a position to disclose, impart, deliver and

transfer the requisite engineering data, drawings and documents to the Purchaser to

perform its obligations under the Contract as mentioned herein below, and

c) The Contractor has declared that he has obtained all the clarifications on technical and

commercial aspects, inspected the site and surrounding, examined and considered all

other matters, conditions and things, probable contingencies and generally all matters

incidental thereto affecting the execution and completion of the works, and

d) WHEREAS the Contractor has agreed to carry out the aforesaid work on the terms &

conditions stated hereinafter,

e) WHEREAS the Purchaser has appointed ________________________ hereinafter

referred to as "CONSULTANT" or “IMPLEMENTATION CONSULTANT” as their







CONSULTANT for implementation of Renovation & Modernisation with New TG of

Unit 1 to 6 of their Balimela Power House at Balimela, Odisha.

NOW IT IS HEREBY AGREED AND DECLARED BY AND BETWEEN THE

PARTIES AS FOLLOWS :

Article-1

1.1 In consideration of the promises and the payments to be made by the Purchaser to

undertake design including design modification, engineering, manufacturing and

shop testing for and supply and delivery on FOR site basis of indigenous

equipment and materials, technological structures, building structures, spares, oil,

lubricants and consumables, drawings & documents as per Schedule-2 “Scope of

Supplies” and Schedule-8 “Contract Specification” to this Contract subject to andon the terms and conditions contained hereinafter.

1.2 The Contractor shall be solely responsible and undertake full and exclusive

responsibility towards the Purchaser for completion of work under Article-1.1 herein

above within the time schedule as per Schedule-4 of the Contract.

Article-2

The Consultant in relation to the Contractor shall have such function as are

delegated to him in the Contract or as may be delegated to him by the Purchaser

from time to time. The Purchaser shall keep the Contractor informed of such

delegation. Role of the Consultant with respect to scope of work of the Contractor

is defined under Schedule-2.

The Contractor shall carry out the instructions issued by Consultant as if they were

the instructions issued by the Purchaser.









referred to the Purchaser and shall be settled amongst Purchaser, Consultant and

Contractor within the terms and conditions of the Contract.

Article-3


Schedule 10.9 of the Contract and the consignment shall be addressed to :

Manager,

Balimela Power House

Balimela District Malkangiri, Odisha, IndiaPin – 764051

All the bills/invoices shall be raised by the Contractor to the Purchaser and the

Paying Officer of the Purchaser shall be addressed to :


Balimela Power House,


Pin – 764051

Article-4


consortium of contractors ( hereinafter called Consortium partner contractors or

partner contractors) for execution of the work under the contract and the Purchaser

accepts the judgement of the Contractor







If the Contractor wishes to change any of the Consortium Partner Contractor or to

appoint Sub-Contractor other than those specified in the Contract during execution

of the Contract Work or change any of the Sub-Contractor(s), the Contractor shall

take prior written approval of the Purchaser spelling out the scope of the work

proposed to be entrusted to the new Consortium Partner Contractor or to the saidSub-Contractor together with the relevant experience and other details of such

proposed new Consortium Partner Contractor/ Sub-Contractor(s).

Notwithstanding the approval accorded by the Purchaser to the appointment of

Sub-Contractor(s), the Contractor shall be solely responsible for the completion of

the works as per specifications and within the time schedule agreed in this

Contract. Approval of any Sub-Contractor by the Purchaser shall not relieve the

Contractor from any of his liabilities or obligations under the Contract and he shallbe responsible for the acts, defaults and neglects of any Sub-Contractor(s) as fully

as if they were the acts, defaults or neglects of the Contractor.

Article-5

Notwithstanding the despatch of equipment including commissioning spares,

special tools & tackles, consumables, mandatory spare parts etc. required for

operation and maintenance of the Plant and Equipment directly by Consortium

partners / Indian assignee or the Sub-Contractor(s) to the Purchaser's site or site

work carried out by them, the Contractor shall remain wholly liable to perform, fulfil

and discharge all the obligations and responsibilities under this Contract and the

same shall in any way not be reduced or diminished for any reason whatsoever.







Article-6

This Contract shall come into effect from the date of signing of contract or 60

(sixty) days from the date of Letter of Acceptance (LOA), whichever is earlier.

The Purchaser shall release the initial advance payment to the contractor within15 (Fifteen) days from the date of signing of contract subject t to fulfilling

conditions of payment of advance.

Article-7

The following schedules appended to this Contract shall be deemed to form and be

read and construed as part of this Contract.


Schedule - 2 : Scope of Supplies





Schedule - 7 : Not Applicable in this Contract











Article-8

In addition to the aforesaid, the following documents shall be deemed to form and

be read and construed as part of this Contract:-

Annexure-I : List of indigenous Equipment & Materials etc.

alongwith

weights.Annexure-II : Not Applicable in this Contract

Annexure-III : List of Commissioning Spares.

Annexure-IV : List of Mandatory Spares for operation and

maintenance

with itemised prices.

Annexure-V : List of special tools & tackles and instruments.

Annexure-VI : List of initial fill, oil and lubricants including flushing oil

and

consumables.

Annexure-VII : List of Recommended Spares with itemised prices

(Shopping list).

Annexure-VIII : Not Applicable in this Contract

Annexure-IX : Not Applicable in this Contract

Annexure-X : Not Applicable in this Contract

Annexure-XI : Not Applicable in this Contract







Article-11

There are no understandings or agreements between the Purchaser and the

Contractor which are not fully expressed herein including the Schedules referred to

in Article-7 and the documents mentioned in Article-8 hereof and no statement oragreement, oral or written, made prior to or at the signing hereof shall affect or

modify the terms hereof or otherwise be binding on the parties hereto. No

modifications or amendment of this Contract including Schedules and Annexures

hereto shall be valid unless the same is agreed to in writing by the parties hereto

and issued as an amendment to the Contract.

Article-12

The Contract including the Arbitration proceedings shall be governed by and

interpreted in accordance with laws of India.

Any disputes, differences, whatsoever, arising between the parties out of or

relating to the construction, meaning, scope, operation or effect of this Contract

shall be settled between the Purchaser and the Contractor amicably. If however,

the Purchaser and the Contractor are not able to resolve their disputes /

differences amicably as aforesaid the said disputes / differences shall be settled

by Conciliation, failing which, through Arbitration.

Conciliation shall be resorted to prior to invoking Arbitration. The Arbitration

Clause is to be invoked by the parties to the Contract only on failure of

conciliation proceedings to amicably settle the disputes. The arbitration shall be

governed in accordance with The Arbitration and Conciliation Act 1996

(hereinafter referred to as the “Act”) of India. The venue of arbitration

proceedings shall be Bhubaneswar, India.







During the pendency of the Conciliation or Arbitration proceedings both the

parties (i.e. the Contractor and the Purchaser) shall continue to perform their

contractual obligations.



arbitrators. The final award by a majority of the arbitrators rendered in writing

shall be binding upon the parties.



Notwithstanding anything to the contrary contained herein, the work under the


arbitration proceedings and no payment due from the Purchaser shall be withheld

on account of such proceedings except to the extent which may be in dispute, and

the Purchaser shall be entitled to make recoveries of amounts, if any, due from the

Contractor as per the provisions of the contract except to the extent which may be

in dispute.

Article-13

This Contract is executed in English language in two originals, each party

receiving one duly signed set. Both these sets are authentic. The Contractor shall

submit twenty (20) photocopies of the entire Contract documents to the Purchaser

for his use.

Article-14

The Contract shall be governed in accordance with the Laws of India. The civil

court having original jurisdiction over Bhubaneswar alone shall have exclusive jurisdiction to try any matter arising out of the Contract.







IN WITNESS WHEREOF THE parties hereto by representatives duly authorised

have executed the Contract on the day, month and the year first above written.

Name____________________ Name____________________




CORPORATION LTD.



1. 1.

2. 2.







AND WHEREAS

a) The Purchaser has decided for Renovation and Modernisation with New TG of Unit

1 to 6 of its Balimela Power House at Balimela in Odisha which includes interalia



preservation, handling at site, comprehensive insurance, dismantling & repair,erection, painting, start-up, trial run, testing commissioning and performance

guarantee test for the Units under Renovation & Modernisation with New TG of

Unit 1 to 6 of its Balimela Power House at Balimela and hand over to the

Purchaser an operating plant, and the project shall include plant & equipment and

facilities within the defined battery limits, as described in the Contract

Specifications hereto, and

b) The Contractor has declared that he is in a position to disclose, impart, deliver andtransfer the requisite engineering data, drawings and documents to the Purchaser

to perform its obligations under the Contract as mentioned herein below, and

c) The Contractor has declared that he has obtained all the clarifications on technical

and commercial aspects, inspected the site and surrounding, examined and

considered all other matters, conditions and things, probable contingencies and

generally all matters incidental thereto affecting the execution and completion of

the works, and

d) WHEREAS the Contractor has agreed to carry out the aforesaid work on the terms

& conditions stated hereinafter,

e) WHEREAS the Purchaser has appointed ________________________

hereinafter referred to as "CONSULTANT" or “IMPLEMENTATION

CONSULTANT” as their CONSULTANT for implementation of Renovation and







The Contractor shall carry out the instructions issued by Consultant as if they were the

instructions issued by the Purchaser.



referred to the Purchaser and shall be settled amongst Purchaser, Consultant andContractor within the terms and conditions of the Contract.

Article-3


Schedule 10.9 of the Contract and the consignment shall be addressed to:

Manager,Balimela Power House


Pin – 764051

All the bills/invoices shall be raised by the Contractor to the Purchaser and the Paying

Officer of the Purchaser shall be addressed to :


Balimela Power House,


Pin – 764051

Article-4


consortium of contractors ( hereinafter called Consortium partner contractors or partner







contractors) for execution of the work under the contract and the Purchaser accepts the

judgement of the Contractor

1)

2)

3)

(The Contractor shall submit internal agreement with Partner Contractors indicating the

division of work among the Contractor and the Partner Contractors alongwith the tender)

All matters of the contract including payments shall be dealt with by and through the

Contractor(______).

The Contractor has further informed that he has appointed the following as his major

sub-contractor with the approval of the Purchaser.

1)

2)

3)

(The Contractor shall submit letters of authorisation from Sub-contractors indicating the

scope, the supplies & services of the Sub-contractor).

Acceptance of the above arrangements of the Contractor by the Purchaser does not

absolve the Contractor from his single point responsibilities and liabilities towards the

Purchaser in connection with performance of the Contract.

If the Contractor wishes to change any of the Consortium Partner Contractor or to appoint

Sub-Contractor other than those specified in the Contract during execution of the Contract







Work or change any of the Sub-Contractor(s), the Contractor shall take prior written

approval of the Purchaser spelling out the scope of the work proposed to be entrusted to

the new Consortium Partner Contractor or to the said Sub-Contractor together with the

relevant experience and other details of such proposed new Consortium Partner

Contractor / Sub-Contractor(s).

Notwithstanding the approval accorded by the Purchaser to the appointment of

Sub-Contractor(s), the Contractor shall be solely responsible for the completion of the

works as per specifications and within the time schedule agreed in this Contract. Approval

of any Sub-Contractor by the Purchaser shall not relieve the Contractor from any of his

liabilities or obligations under the Contract and he shall be responsible for the acts,

defaults and neglects of any Sub-Contractor(s) as fully as if they were the acts, defaults or

neglects of the Contractor.

Article-5

Notwithstanding the despatch of equipment including commissioning spares, special tools

& tackles, consumables, mandatory spare parts etc. required for operation and

maintenance of the Plant and Equipment directly by Consortium partners or the

Sub-Contractor(s) to the Purchaser's site or site work carried out by them, the Contractor

shall remain wholly liable to perform, fulfil and discharge all the obligations and

responsibilities under this Contract and the same shall in any way not be reduced or

diminished for any reason whatsoever.

Article-6

This Contract shall come into effect from the date of signing of contract or 60 (sixty)

days from the date of Letter of Acceptance (LOA), whichever is earlier. The Purchaser

shall release the initial advance payments to the contractor within 15 (Fifteen ) days







from the date of signing of contract subject to fulfilling conditions of payment of

advance.

Article-7

The following schedules appended to this Contract shall be deemed to form and be read

and construed as part of this Contract.


Schedule - 2 : Scope of Work and Services.





Schedule - 7 : Terms & Conditions of Deputation of Experts in India.











Article-9

All the words and expressions used in this Contract shall, unless repugnant to the

context, have the same meaning as are respectively assigned to them in Schedule-1. All

headings and marginal notes to the Articles, Schedules, Annexures, ContractSpecifications or to any other part of the Contract are solely for the purpose of giving a

concise indication and not a summary of a contents thereof and they shall never be

deemed to be part thereof or be used in the interpretation or construction thereof.

Article-10

The several schedules listed in Article-7 and the Annexures listed in Article-8 above and

forming part of this Contract are to be taken mutually explanatory to one another.However, in case of conflict between the Schedules and the Annexures, the provisions

contained in the Schedules shall prevail. In case of any conflict/contradiction between the

Articles of this Contract and Schedules appended herein, provisions contained in the

Articles shall prevail.

Article-11

There are no understandings or agreements between the Purchaser and the Contractor

which are not fully expressed herein including the Schedules referred to in Article-7 and

the documents mentioned in Article-8 hereof and no statement or agreement, oral or

written, made prior to or at the signing hereof shall affect or modify the terms hereof or

otherwise be binding on the parties hereto. No modifications or amendment of this

Contract including Schedules and Annexures hereto shall be valid unless the same is

agreed to in writing by the parties hereto and issued as an amendment to the Contract.







Article-12

The Contract including the Arbitration proceedings shall be governed by and interpreted

in accordance with laws of India.

Any disputes, differences, whatsoever, arising between the parties out of or relating tothe construction, meaning, scope, operation or effect of this Contract shall be settled

between the Purchaser and the Contractor amicably. If however, the Purchaser and the

Contractor are not able to resolve their disputes / differences amicably as aforesaid the

said disputes / differences shall be settled by Conciliation, failing which, through

Arbitration.

Conciliation shall be resorted to prior to invoking Arbitration. The Arbitration Clause is to

be invoked by the parties to the Contract only on failure of conciliation proceedings to

amicably settle the disputes.The arbitration shall be governed in accordance with The

Arbitration and Conciliation Act 1996 (hereinafter referred to as the “Act”) of India. The

venue of arbitration proceedings shall be Bhubaneswar, India.

During the pendency of the Conciliation or Arbitration proceedings both the parties (i.e.

the Contractor and the Purchaser) shall continue to perform their contractual

obligations.



arbitrators. The final award by a majority of the arbitrators rendered in writing shall be

binding upon the parties.

The language of the arbitration proceedings and communication between the parties shall

be English.







Notwithstanding anything to the contrary contained herein, the work under the contract

shall continue during the pendency of any disputes or differences in arbitration

proceedings and no payment due from the Purchaser shall be withheld on account of

such proceedings except to the extent which may be in dispute, and the Purchaser shall

be entitled to make recoveries of amounts, if any, due from the Contractor as per the

provisions of the contract except to the extent which may be in dispute.Article-13

This Contract is executed in English language in two originals, each party receiving one

duly signed set. Both these sets are authentic. The Contractor shall submit twenty (20)

photocopies of the entire Contract documents to the Purchaser for his use.

Article-14

The Contract shall be governed in accordance with the Laws of India. The civil court

having original jurisdiction over Bhubaneswar alone shall have exclusive jurisdiction to try

any matter arising out of the Contract.IN WITNESS WHEREOF THE parties hereto by representatives duly authorised have

executed the Contract on the day, month and the year first above written.

Name_____________________ Name____________________




CORPORATION LTD.



1. 1.

2. 2.







SCHEDULE - 1

1.0 DEFINITIONS

The following words and expressions as used in this Contract (as hereinafterdefined and in the Invitation to Tender) shall have the meanings hereof

assigned to them except where the context otherwise requires :

1.1 "Purchaser" shall mean and include Odisha Hydro Power Corporation

Ltd.(which expression shall, unless repugnant to the context or meaning

thereof, be deemed to include its successors and permitted assigns) and its

different functionaries entrusted with the responsibilities in relation to thiscontract in respect of the area of responsibilities of such functionaries.

1.2 "Approval of the Purchaser" shall mean the written approval by the

Purchaser/CONSULTANT of a document or drawing or other particulars or

matters in relation to the Contract.

1.3 "Company" shall mean the Odisha Hydro Power Corporation Ltd. and its

successors and permitted assigns.

1.4 "Completion Time" shall mean the period stated in the Contract for the

completion of Works (Renovation and Modernisation with New TG of Unit 1 to

6 of Balimela Power House of Odisha Hydro Power Corporation Ltd. at

Balimela, Odisha, India up to and including successful commissioning of the

Units. This Contract shall come into effect from the date of signing of contract







1.9 "Consultant" shall mean the Organisation appointed by the Purchaser as

consultants for the Project or their duly authorised representative.

1.10 "Delivery" shall mean delivery of only such equipment, materials and

supplies specified in the Contract and manufactured and/or supplied by the

Contractor in accordance with the sequence of delivery schedule of the

Contract and in case of construction and erection work, delivery shall mean

the approval of the Purchaser to the said construction and erection work.

1.11 "Dimensions" shall mean the extent of a line, area, volume. They are to be

based on the metric system i.e.

- for length measurement in km or mm.

1 km = 1000 m

1 m = 100 cm

1 dcm = 10 cm

1 cm = 10 mm

- for surface measurement, in sq. m.

- for volume measurement in cu. m.

1.12 "Engineer" shall mean the officer nominated by the Purchaser for the

purposes of the Contract work.







1.13 "Erection" shall mean the installation of equipment and accessories by and

under the supervision of Contractor and will include any service which the

Contractor is required to perform at the site with his own and/or other staff

and/or labour for the due fulfillment of Contract.

1.14 "Initial Operation" shall mean all operations undertaken as part of

"Commissioning" after completion of "Preliminary Operation" upto

commencement of "Trial Operation". It shall be the first integral operation of

the complete plant/system/equipment covered under the "Contract" and shall

include : initial equipment rolling, setting and commissioning of control

systems, and shut-down inspection and adjustment after running trial of the

plant/system/equipment covered under the Contract.

1.15 "Letter of Award" shall mean communication of acceptance of tender of the

successful Tenderer.

1.16 "Manufacturer" refers to a person or firm who is the producer and supplier of

material or designer and fabricator of equipment to either the Purchaser or the

Contractor or both under the Contract.

1.17 "Mechanical Completion" shall be defined to be a state of readiness for

"Preliminary Operation" after due erection of all the materials and items of

equipment including termination of cables covered under the scope of the

Contract.

1.18 "Mobilisation" shall mean establishment as per Contract of sufficiently

adequate infrastructure by the Contractor at Site comprising construction

equipment, repair facilities, aids, tools & tackles including setting up site

offices with facilities such as power, water, communication etc. establishing







man power organisation comprising of Resident Engineers, Supervisory

personnel and an adequate strength of skilled, semi-skilled and unskilled

workers, who, with the so established infrastructure shall be in a position to

commence execution of work at Site(s), in accordance with the agreed time

schedule of completion of Works. "Mobilisation" shall be considered to have

been achieved if the Contractor is able to establish infrastructure as indicatedabove to begin work at Site in accordance with agreed schedule of work to

the satisfaction of the Purchaser.

1.19 The term "Particulars" shall mean the following :

a. Specification

b. Drawing

c. Sealed pattern denoting a pattern sealed and signed by theInspector.

d. Proprietary make denoting the product of an individual firm.

e. Any other details governing the construction, manufacture, supply

and/or erection as per the Contract.

1.20 "Performance Guarantee Test" shall mean such tests as are prescribed in

the Specification to be done by the Contractor before the plant is finally taken

over by the Purchaser.

1.21 "Plant", "Equipment", "Stores", "Item" or "Material" shall mean and

include plant, material, machinery or any part thereof to be provided for and

the erection work to be done by the Contractor under the Contract.

1.22 "Preliminary Operation" shall mean all activities undertaken, as part of

"Commissioning" after "Mechanical Completion" upto commencement of

"Initial Operation" and include mechanical and electrical checkouts, calibration







of instrument & protection devices and commissioning of sub/supporting

system under the Contract.

1.23 "Project" shall mean the Project or Scheme for Renovation and

Modernisation with New TG in respect of Unit 1 to 6 of Purchaser's Balimela

Power House at Balimela in respect of which this Contract has been signed.

1.24 "Sub-Contractor" shall mean the person/company to whom a part of the

Contract has been sublet with the consent in writing of the Purchaser and

shall include his heirs, legal representatives, successors and permitted

assigns.

1.25 "Site" shall mean the place or places envisaged by the Purchaser at which

the plant and equipment supplied under the Contract are to be erected and/orthe construction are to be carried out and/or services are to be performed

under the Contract together with such other places as may be specifically

provided by the Purchaser for the purposes of the Contract.

1.26 "Specifications" or "Contract Specification" shall mean the Technical

Specifications, General Specifications, Schedules, detailed designs,

statements of technical data, performance characteristics value and all such

"particulars" mentioned in the Contract.

1.27 "Supervision" shall mean the successive control and directions given by the

Contractor in relation to Contract work during execution of the Contractor's

and/or his sub-contractor's work.

1.28 "Supply and Services" shall mean and include any or all equipment,

supplies, materials, drawings, documents and engineering & technical







services both outside India and in India to be made/performed by the

Contractor under this contract.

1.29 "Tender Documents" shall mean Purchaser's specification and commercial

terms and conditions issued for the purpose of preparing tenders.

1.30 "Tender Drawing" shall mean such drawings, plans, sketches and details as

are issued together with the Purchaser's Specification for the purpose of

preparing Tenders.

1.31 "Test" shall mean and include any and all tests to be performed under the

Contract in order to ascertain the quality and efficiency of the Contract Work

or part thereof and material test in particular.

1.32 "Time" shall be reckoned by months, days and hours, month being

equivalent to the calendar month according to the Gregorian Calendar. The

day or days unless herein otherwise expressly defined shall mean calendar

day or days of 24 hours each.

1.33 "Trial Operation" shall mean the integrated operation of the

plant/system/equipment covered under the Contract for a specified period at

specified load for proving trouble free operation of the renovated, modernised

and up-rated plant/ system/equipment covered under the Contract.

1.34 "Inspector"/"Inspecting Engineer" shall mean any person or firm

nominated by or on behalf of the Purchaser or his duly authorised agent to

inspect equipment, supplies, materials or work under the Contract.

1.35 "Unit" shall mean such plant and equipment as generally defined in

Schedule-8.







1.36 "Weight" shall mean the calculation of a load. It is to be stated in ton (1 ton =

1000 Kilogram) and/or kilogram (1 kilogram = 1000 gram).

1.37 "Works" shall mean and include all works specified or set forth and required

in any of the specifications, drawings and schedules hereto annexed orreferred to or to be implied therefrom or incidental thereto or to be hereafter

specified or required in such explanatory instructions and drawings as shall

from time to time during the progress of the work hereby contracted for, be

supplied by the Purchaser and to be supplied, modified/repaired/renewed and

executed by the Contractor under the Contract.

1.38 Interpretation: Words importing persons shall include firms, Companies,

Corporation, associations or body of individuals whether incorporated or not.Words importing masculine gender or singular number shall also include the

feminine gender and plural number and vice-versa where the context so

requires or permits.

1.39 Terms and expressions not herein defined shall have the same meaning as

are assigned to them in the Indian Sales of Goods Act (1930), failing that in

the Indian Contract Act (1872) and failing that in the General Clauses Act

(1897) and such others as mentioned from time to time.

***************







SCHEDULE - 2

2.0 SCOPE OF SUPPLIES & SERVICES

2.1 Scope of Work

The scope of work under the contract shall include planning, design including

design modification, engineering, manufacture, procurement & supply of new

components and spares, dismantling, & repairs including capital repairs,

storage & preservation, insurance, erection, testing, commissioning &

Performance Guarantee Tests under Renovation & Modernisation with New

TG of the Unit 1 to 6 and its associated facilities of Balimela Power House

and associated technological, civil, mechanical, electrical and control &instrumentation works as required for successful R & M with new TG of the

units and hand over to the Purchaser an operating plant and the project shall

include material & equipment and facilities within the defined battery limits.

Details of the scope of supplies and services are described in Schedule-8 and

the relevant Annexures. General Terms and Conditions are as stated in

Schedule-10.

2.2 Supply of Equipment

2.2.1 Plant and Equipment

The scope of supplies and services of the Contractor for Plant and Equipment

is described in Schedule-8 and the relevant Annexures subject to General

Terms and Conditions of Contract in Schedule-10.







2.2.2 Commissioning Spares

The Contractor shall supply alongwith the equipment commissioning spares

in terms of Clause 10.15.1 hereof. The list of commissioning spares is

enclosed at Annexure-III. The Contract price includes the prices for such

commissioning spares. The list of commissioning spares is the minimum list.Any additional spares required during commissioning shall be timely arranged

by the Contractor at no extra cost to the Purchaser.

2.2.3 Mandatory Spares for operation and maintenance

The Contractor shall supply mandatory spares for operation & maintenance

as listed in the Contract Specification. List of such spares along with itemised

prices is also enclosed at Annexure-IV. If there is any change in mandatoryspares due to change in design, no additional cost will be payable due to such

change.

2.2.4 Special tools & tackles and instruments

The Contractor shall supply alongwith the Material & Equipment special tools

& tackles and instruments as per detailed list given in Annexure-V which will

be required for erection, commissioning, operation and maintenance of the

Plant. The prices for such tools & tackles are mentioned in Schedule 3 hereof.

2.2.5 Initial fills, oil, lubricants and consumables

The Contractor shall supply along with the Material & Equipment the oils and

lubricants required for the initial fill including flushing oil and also chemicals for

pickling etc. well in advance, for commissioning of the renovated &

modernised Plant & Equipment. The cost of such initial fill of oils including







hydraulic oils and other lubricants is included in the Contract Price. The

Contractor shall be responsible for supply of full quantities of such oils and

lubricants as may be required for this purpose till commissioning irrespective

of the oils & lubricants, quantity etc. mentioned in Annexure VI. These oils &

lubricants should be of Indian origin. The Contractor shall be responsible to

supply oils, lubricants and consumables required till provisional takeoverincluding rectification of defects thereafter till defect liability period.

2.2.6 Recommended Spares (Shopping list)

The Purchaser shall have the option of ordering additional spares from the list

of Recommended Spares. List of Recommended Spares with itemised price

is enclosed at Annexure-VII. Price for recommended spares may remain valid

for one year from provisional take overof the 1st

two units.

2.3 Technical and Engineering Services

2.3.1 Technical Services to be provided by the Contractor shall generally include

the following amongst others:

a) Material testing, if necessary.

b) Basic design/drawings and layout engineering

c) Detail design/drawings and engineering

d) Drawings/data for carrying out Plant Engineering and detail design

including design modification & model testing/drawings of civil,

structural and services, wherever necessary.







e) Technical services relating to planning, procurement, manufacturing,

inspection, expediting, packing, shipping, storing, etc.

f) Project management services and complete feed back data and

information to Purchaser/Consultant for the same for the Contractor's

scope of supply and services.

g) Training of Purchaser's personnel.

h) Consultancy services, if any, obtained by the Contractor from

elsewhere.

i) Technical consultation/liaison/guidance relating to detail design and

plant engineering by his Sub-Contractors.

j) Supplier's co-ordination relating to site work and other engineering

work.

k) Total supervision of dismantling, repair, civil engineering work &

erection including specialised erection services.

l) Start-up trial runs and commissioning services.

m) Demonstration of performance guarantee tests with the

commissioning engineers/specialists.

n) Quality control and adherence to the time schedule, control of site

work and other Indian works.







o) Time bound Project co-ordination relating to customs clearance,

transportation, insurance, claim settlement, inspection, construction

planning and scheduling, dismantling, repair & erection planning,

field construction engineering, cold tests, start up, trial run,

commissioning and performance guarantee tests. The Contractor

shall bring and associate his own and/or his sub-contractors'Specialists for the performance of the above mentioned functions.

p) Clearance of installations from the statutory and other concerned

authorities on behalf of Purchaser. The Contractor shall also assist in

preparing application forms, providing necessary drawings,

documents, test certificates etc including necessary co-ordination

with statutory and other concerned authorities.

2.3.2 The Contractor shall be responsible for supply of all the drawings and

technical documents & information in respect of the plant & equipment,

commissioning spares and also for recommended spares for operation and

maintenance. The Contractor shall deliver the drawings, technical documents

and information to the Purchaser and his authorised agency.

2.4 Civil foundation and other civil works

The contractor shall be responsible for the construction of civil foundations for

equipment, buildings and all other connected civil construction works whether

included in the scope of work or not as per Contract Specification but required

for the project.

All necessary soil tests over and above those carried out by the Purchaser

are to be undertaken by the Contractor, if necessary and no extra claim on

this account shall be admitted.







2.5 Training of Purchaser's Personnel

The Contractor shall arrange for training of the Purchaser's personnel in terms

of clause 10.27 of Schedule-10 of this Contract.

Scope of training required, number of persons to be trained and duration of

training shall be as per details given in Annexure-VIII.

2.6 Supervision during manufacture or repair of Equipment in India

(wherever applicable)

If the Contractor proposes to manufacture or repair certain equipment in India

based on their/their foreign Consortium partners/ Sub-Contractor's design, theContractor shall ensure that he deputes adequate number of specialists to

supervise the Indianisation of design & manufacture of such Equipment. The

number of such experts, their duration of stay in India shall be adequate.

Such deputation shall not absolve the Contractor from his obligations

including Performance Guarantees mentioned herein.

2.7 Scope of Work for Erection, Dismantling & Repair

2.7.1 The Contractor, amongst other things, shall be responsible and perform the

following with respect to the erection of the Plant and supplies. The

Contractor shall arrange all necessary work force.

2.7.2 The scope of work of the Contractor shall be amongst others, Dismantling,

Renovation & repair and erection of the Plant and Equipment, steel

structures, etc. as given in the Contract Specification in Schedule-8. The

Contractor shall make all arrangements to deliver the equipment at site by







Consultant and shall be rectified/replaced expeditiously, so as not to upset the

erection and commissioning schedule. Delay on account of settlement of

insurance claims by the Contractor shall not be considered an excuse for

delay in completion.

2.7.5 The Contractor shall provide all necessary erection equipment and tools &tackles including material handling equipment, mobile cranes, fork lift

machine, cranes, machine tools & repair kit, compressors and other

equipment and instruments and consumables, all commissioning equipment

and instruments, welding equipment, winches, alignment tools, precision

levels, theodolite, etc. which may be required for carrying out the erection

and commissioning work efficiently. All instruments shall be properly

calibrated before use. Unless otherwise specified, the above erection

equipment/ materials shall be the property of the Contractor. However,Purchaser's prior permission shall be required for removal of these erection

and repair equipment/ materials from the site. The Contractor shall ensure

that proper documentation is followed at entry gate of Purchaser's premises

for such items which shall be carried back by Contractor after completion of

work. The Contractor will make payment of customs duties for the imported

equipment required by them for their use, which are to be re-exported.

2.7.6 The Contractor shall provide all temporary ladders, scaffolding materials,

platforms, supports and other necessary facilities required for handling,

erection, testing and visual inspection of supplies at the point of installation

and shall also provide necessary packing plates, wedges, shims, levelling

screws etc. required for erection of equipment and structures.

2.7.7 The Contractor shall provide erection consumables like oxygen and acetylene

gas, welding rods, solder lugs, oil, grease, kerosene, cotton waste, etc.

required for erection, installation and repair of equipment and steel structures.







2.7.8 The Contractor shall maintain in a neat manner the area placed at the

Contractor’s disposal.

2.7.9 The Contractor shall provide sufficient fencing, notice boards and lights to

protect and warn others as may be considered necessary by thePurchaser/Consultant. All materials used for providing these facilities shall be

properties of the Contractor.

A safety notice board containing warnings written in English, Hindi & Odia

Languages shall be placed by the Contractor.

2.7.10 The Contractor shall mobilise himself with adequate material handling

equipment like mobile cranes, forklifts, trailers etc. in addition to other erectiontools & consumables keeping in view the erection schedule. The Contractor

shall provide within 60 days from the date of effective date of Contract, his

scheme for mobilisation with Bar Chart indicating clearly the resources,

manpower and machinery proposed to be deployed to ensure timely

completion of work and quality of workmanship. On request, the Purchaser

may help the Contractor by providing any special handling/construction

equipment needed in the interest of work subject to availability and on

payment of hire charges and other conditions of Purchaser. The charges shall

be recovered from any bill of the Contractor due immediately thereafter.

2.7.10.1 Crane arrangements at site

Station E.O.T. Crane Gantry Crane

The power station is equipped with 2 nos of E.O.T. cranes and one crane

would normally be made available to the contractor for his use during the







project construction period. On rare occasions both cranes may be required

by either the purchaser or the contractor and this use would be co-ordinated

through the Engineer.

If the second crane is not required by the Purchaser, this would also be made

available to the contractor and this would also be co-ordinated through theEngineer.

Both cranes would be operated by the purchaser's staff but slinging of the

loads would be under the control of the contractor. Contractor shall co-

ordinate the activities so that cranes can be used during normal duty hours of

operators.

Storage area Handling Facilities

Any handling facilities required by the contractor for loading/unloading in the

storage area will be arranged by the contractor.

2.7.11 The Contractor shall be responsible for protection and/or diversion of

underground and all existing overground services, wherever required and/or

diversion of the underground services which are indicated in the drawing

made available to the Contractor. In case there are underground services

which need to be protected and/or diverted but are not shown in the drawing,

the Contractor shall be responsible to execute the same and at no extra price.

2.7.12 The Contractor shall organise the work in a manner that work being carried

out simultaneously at site is not impeded and the workmen not endangered

and shall arrange all temporary access as required for the erection work.







2.7.13 The Contractor shall return to the Purchaser all crates, packing cases and

packing materials and all returnable supplies at a place and manner

designated by the Purchaser.

2.7.14 The Contractor shall carry out base/primer and final painting of all Plant &

Equipment, Structures, Pipelines, etc. supplied. The painting including itsprocess shall be carried out as per the requirement as may have been laid

down in the detailed technical specification. Where not specified, the same

shall be as per the standard codes & practices normally applicable and

adopted internationally for the type of Plant & Equipment offered.

2.7.15 Grouting of the equipment and steel structures on the foundations with

approved non-shrink-grouting compound shall be the responsibility of the

Contractor. The grouting materials shall be supplied by the Contractor.

2.7.16 All safety, health and pollution control measures as required to be adopted as

per the Statutory Regulations and the Safety Codes for projects issued along

with the tender or otherwise required or implied by statutory regulations or

practices shall be strictly followed by the Contractor during the execution of

the Contract. The Contractor shall set up a suitable safety organisation of his

own at site in this regard.

2.8 Conditions for Civil Works

2.8.1 The Contractor shall make his own arrangement for all labour, construction

equipment, tools and tackles and construction materials.

2.8.2 The Contractor shall take all necessary precautions to avoid damage to any

property of the Purchaser or any third party. The Contractor shall also ensure







that the progress of work of other Contractors in the adjoining areas is not

hindered.

2.8.3 The Contractor shall take all precautions during execution, especially while

excavating to avoid interference with or damage to underground works, such

as cables, pipe lines, drains etc. and provide all possible protection to theseworks and in case they are damaged, rebuild/divert them at his own cost.

2.8.4 The Contractor shall carry out necessary precision survey to set out and

check the setting of all works including foundation & anchor bolts etc. to

required tolerances using the grid reference points available in the plant site.

The Contractor shall make and maintain proper bench mark and reference

points and check lines and levels periodically.

2.8.5 Materials brought to the site shall not be removed from the site without the

written consent of the Purchaser. The Contractor shall submit well in advance

for approval, all samples and specimens as the Purchaser may demand from

time to time. Any material brought to site and rejected by the Purchaser shall

be removed by the Contractor from the site of work immediately within the

time limit specified by the Purchaser. In case, a Contractor is not removing

the rejected materials, the same will be removed by Purchaser and cost

therefor shall be recovered from the bills of the Contractor.

2.8.6 The Purchaser may during the progress of work, order the removal of part or

whole of the work executed, found not in accordance with the approved

drawings/ specifications/ written instructions. No extra claims shall be

entertained for removal & re-execution of such work.







2.8.7 The Contractor shall dismantle and remove the stagings and other temporary

facilities like stores, offices, labour camp etc. on completion of work, clear and

clean the site where such temporary facilities were built and restore the same

to original condition at his own cost.

2.8.8 Any defect found during the warranty period will be made good by theContractor at his own cost failing which the Purchaser reserves the right to

take remedial measures at the Contractor's risk and cost.

2.8.9 In respect of any portion of works which is to be embedded or covered up by

other works, the Contractor shall submit them to Purchaser for technical

inspection and have the necessary clearance certificates duly signed by the

Purchaser and Contractor before letting such portion to be embedded or

covered.

2.8.10 Wherever work are to be carried out in proximity or within existing facilities,

contractor may have to adopt special methodology of construction suited to

prevailing conditions. He shall make necessary schemes in advance and

finalise the same with the approval of the Purchaser/Consultant.

2.8.11 On progressive completion of work, the Contractor shall submit to the

Purchaser the following documents for the passing of the work:

a. Certificate on control checking.

b. A copy of each of the concerned working drawings showing thereon

all approved additions and alternations, if any, in the process of

execution.

c. Clearance certificates for embedded/covered up works.







d. Manufacturer's certificates, guarantees and test certificates, as

relevant.

2.8.12 The Contractor shall carry out structural load check with structure test,

ultra-sonic test for equipment, foundation & pedestal at locations specified bythe Purchaser on any part of the building/structure at his own cost if such

structural load test is warranted due to unsatisfactory test results of concrete

cubes and if so directed by the Purchaser.

2.8.13 As the works under the contract are to be carried out within the protected

area, the Contractor shall abide by all the security regulations promulgated

from time to time by the Purchaser/other concerned authorities/ Odisha Police

Authorities.

2.8.14 No blasting is allowed.

2.9 Construction Water

2.9.1 Construction water shall be supplied free of charge by the Purchaser to the

Contractor at a single point within a distance of 300 m from the battery limit.

The Contractor shall make his own arrangements to lay and maintain

necessary distribution lines from this point at his own cost.

2.9.2 The Contractor shall be responsible to store water in sufficient quantities to

meet his requirements for at least 2 days in well built water storage tanks with

covered tops to prevent entry of foreign matter.

The Contractor shall ensure that there is no wastage of water. He will also be

responsible for maintaining the taps, pipe lines etc. in proper condition. The







Contractor shall obtain prior approval of the Purchaser of his distribution

scheme before laying the pipelines.

2.10 Construction Power

2.10.1 The Contractor shall be provided with construction power free of cost at 400V,3-phase for the purpose of the erection/construction under the Contract only

at the points as required in the project "Site". The Contractor shall make his

own arrangements to lay and maintain necessary supply lines for temporary

power from a single point to be provided by the Purchaser. The Contractor

shall make his own further distribution arrangement. All temporary wiring must

comply with Indian Electricity Rules and Act and will be subject to the

Purchaser's inspection and approval before connection to supply and later.

Non-availability of power from the Purchaser shall not be an excuse for delay

in completion of erection / construction.

2.10.2 The Contractor will supply and install switches, fuse units of suitable rated

capacity separately for power and lighting on a frame preferable of steel and

provide rain water protection cover on the switches. The installation will be

made as per relevant rules and site locations which are to be finalised in

consultation with Purchaser's personnel.

2.10.3 Display of danger board signs in Hindi, Odia and English languages near

switches is to be ensured by the Contractor.

2.10.4 The Contractor will supply and install all distribution cables, wires and

switches, etc. of rated capacity for the work starting from the source of power

at his own cost. He will employ Electricians having valid Electrical Licence for

carrying out the installations as well as for the maintenance works.







However allotment of land shall be subject to mutual discussion and

agreement because of limited availability of space.

The allotment shall remain valid till the period of contract and shall

automatically cease after expiry of the guarantee period of the contract. The

validity shall also automatically cease on termination of contract due to anyreason whatsoever.

The land shall not be used for any purpose other than the purpose for which it

is allotted.

The allotment is made purely for the present work and is not transferable in

any manner either in whole or in part nor can it be utilised for the purpose of

any other contract.

On completion of the work and expiry of the guarantee period, the Contractor

shall remove all temporary structures built by him and restore the land to its

original condition.

The Purchaser shall not be responsible to provide the Contractor, residential

accommodation to all his staff. However, the Purchaser shall provide four nos.

unfurnished quarters and two nos. double bedded furnished suits free of rent

to the Contractor, but supply of water and electricity will be chargeable. This

accommodation shall be availed by the successful prime bidder’s experts. In

respect of other personnel the Contractor shall have to make his own

arrangements.

2.13 Total Responsibility

The Contractor shall be solely responsible for the design, workmanship,

materials, manufacture and supply including satisfactory performance of







equipment irrespective of whether supplies have been made/rendered by him

directly or by his sub-contractors and whether approved or not by the

Purchaser/Consultant.

2.14 Removal of Redundant Materials

Material that is no longer required for erection purpose shall be removed for

disposal by the Contractor to a site designated by the Purchaser. The

disposal site(s) shall be not more than 5 Kms from the power house. The

Contractor shall be responsible for unloading the Material at disposal site.

2.15 Role of Consultant (Implementation Consultant)

The Consultant shall have following role vis-a-vis this contract. In addition

the Purchaser may from time to time delegate further rights to the

Consultant for successful implementation of the Contract.

2.15.1 Assist the Purchaser to interact with the Contractor regarding technical and

commercial matters.

2.15.2 Deployment of Expert Engineers to the project site during the execution of

R & M with new TG work. These engineer(s) at site will be supported by the

CONSULTANT's home office, as necessary.

2.15.3 Review of work plans and progress schedules prepared by the Contractor

and analysis and report on such schedules and advise on the plans and

progress of the Contractor and the work forces and forecast actual /

anticipated delay and suggest remedial measures.







2.15.4 Supervision of the work of Contractor during refurbishment and assure the

quality and progress of the work as per the specification and relevant

standard.

2.15.5 Checking and approval of vendor drawings, data sheets and design

calculation.

2.15.6 Approval of Quality Assurance Plan..

2.15.7 Shall oversee any civil design of foundation, structures and buildings to

assure conformance with appropriate codes and standard and assist

Purchaser in supervision the rehabilitation of civil works related to this

project.

2.15.8 Review of the construction methods of the Contractor and its sub-

contractors prior to application to avoid, in so far as possible, the use of

unsafe or improper methods which could result in construction delays,

defective work intolerable exposure to hazards of property or person and

suggest appropriate methods of work construction.

2.15.9 Review and evaluate field design changes and revision and advise the

Purchaser the justification for such change/revisions and justifications of the

Contractor's cost proposals for any such changes or extra as necessary.

2.15.10 Monitor and review the test and start-up of equipment and certify for

handing over of the Units to Purchaser. This includes inspection of proper

installation of mechanical and electrical equipment together with related

control and instrumentation facilities and recommendation to Purchaser for

issue of the acceptance certificate.







2.15.11 Monitoring and review the pre-commissioning and commissioning test

procedures and initial operational procedures and recommend acceptance

of the same and suggest modifications, if any.

2.15.12 Witness the site tests (Mechanical, Electrical, Instrumentation and Civil) of

the contractor to verify that components and systems are ready for initial

operation.

2.15.13 Provide assistance to Purchaser’s operating personnel in the initial

operation and maintain close contact with the Contractor's personnel to

resolve problems which arise during initial operation.

2.15.14 Review Contractor's prepared operational manuals for adequacy.

2.15.15 Witness and review performance testing of all equipment and systems in

order to verify test results.

2.15.16 Assist Purchaser in performing final inspection and testing of facilities and

determining final acceptability of them.

2.15.17 Provide the same assistance with regard to the civil works, as far as

applicable.

2.15.18 Assist Purchaser in reviewing the adequacy of spares and design material

management system.

2.15.19 The Consultant shall review the final technical documentation (as built

drawings and operation and maintenance manuals) handed over by the

Contractor to Purchaser.







SCHEDULE-3

3.0 CONTRACT PRICE

3.1 The total price in respect of the scope of supplies and services for the entireworks covered by and in accordance with all terms, conditions, stipulations,

specifications, requirements and other conditions of the Contract and

incorporated in the Price Schedule, shall be treated as the Contract Price.

3.2 The Contract Price shall be deemed interalia to include and cover the cost of

deployment of construction equipment, temporary works, establishment of

labour camp, all materials and supplies, labour, insurance, stores, repair

facilities, appliances, security arrangements, safety and fire fightingarrangements (including those required during construction, storage and

erection) to be supplied/used by the Contractor and all such other materials

and services and actions that may be necessary or derived or statutorily

required in connection with the execution of the works as per the Contract or

any portion thereof complete in every respect and maintained as detailed in

the contract documents or as may be required in terms of the Contract.

(Technical & Engineering Services, drawings & design etc. shall be deemed

to be included in the price of the items.)

3.3 The Contract Price shall be deemed to include and cover the cost of all

royalty and fees for all articles, and processes, protected by letters patent or

otherwise incorporated in or used in connection with the work, also all

royalties, rents and other payments in connection with obtaining all materials

for the work and the Contractor shall indemnify and keep indemnified the

Purchaser, which indemnity, the Contractor hereby gives against all actions,







proceedings, claims, damages, costs and expenses arising from the

incorporation in or use of work of any such articles, processes or supplies.

3.4 All the payments for supply payable in respective currencies are on FOB Port

of Shipment basis governed by the rules prescribed in the current editions of

INCOTERMS, published by the International Chamber of Commerce or FOR

Project site.

3.5 Contract Price Break-up

The Contract Price indicated in the Price Schedule hereunder is for the scope

of work and services detailed under Schedule-2 and 8 and for all the

contractual obligations of the Contractor under this Contract, which interalia

includes mandatory spares but does not include recommended spares.

Note: (The price tables given with Vol. - I duly filled in with the final prices

offered by the Successful Tenderer shall be enclosed here and shall form part

of this schedule and the contract.)

3.5.1 The Contractor shall furnish the detailed billing break-up for each item for the

approval of Purchaser, which after the approval only, will be the basis for

submission of invoices for progress payments.

3.6 Price basis

3.6.1 In respect of the imported supplies and imported services to be

supplied/performed by the Contractor, the price shall be firm. The prices

mentioned at Schedule-3 are for delivery on FOB port of shipment basis,

suitably and securely packed for ocean shipment and subsequent movement

by road including multiple handling in India. The term FOB shall have the







3.6.2 In respect of equipment and other supplies supplied by the Contractor from

Indian sources (wherever applicable), the prices mentioned hereinabove are

for delivery on FOR site basis, suitably and securely packed for handling and

movement by road and rail.

3.6.3 The Contract price stated above shall include supply of commissioning

spares, mandatory spares for operation & maintenance, special tools &

tackles, instruments, appliances for erection, operation and maintenance,

consumables including oils, lubricants, till commissioning.

3.6.4 The Contract price shall include the cost of all foundation bolts, anchoring

parts, floor plates, hand railings, cross overs, safety guards etc.

3.6.5 The Contract price shall also include cost of painting, packing, forwarding,

loading, marine and inland freight, insurance, unloading, handling, clearing,

port charges, storing, conservation and reconservation, fees and all expenses

in connection with the execution of the Contract.

The Contract price shall also include the cost of providing interior architectural

work.

3.6.6 The Contract price indicated above shall be exclusive of all taxes and duties

as indicated in Schedule-5 hereto.

3.7 Firm Price

3.7.1 The prices in foreign currencies mentioned for all imported supplies and

services shall be firm and shall not be subject to any escalation whatsoever till

completion of works.







SCHEDULE - 4

TIME SCHEDULE AND IMPLEMENTATION STRATEGY

4.1 Time Schedule - Firm and Binding

Time schedule for planning, design including design modification & model

testing and engineering including submission of drawings and documents,

delivery of plant and equipment and spares, delivery of steel structures, civil

work, dismantling & repair, erection, start up, testing, commissioning and PG

tests shall be as shown in the enclosed Bar Chart as per Clause 4.8 and

shall be binding on the Contractor.

4.2 Time schedule for feed back data, drawings and documents

4.2.1 The Contractor shall submit the various drawings and documents as per the

following schedule. The number of copies are indicative only. Additional

copies, if any, required by Purchaser shall be furnished by the Contractor,

without any extra cost.

(Tenderer shall refer to the time schedule and fill in the time of submission in

the table below)







---------------------------------------------------------------------------------------------------------------

Sl. Description No. of Time of submission

No. copies in weeks from the date

of Effective date of Contract

---------------------------------------------------------------------------------------------------------------

A. FOR APPROVAL

i. Basic Engineering and

Design Memorandum

1. Name Plate and Numbering 10

System

2. PERT/CPM Network Level 2 10

3. List of Drawing and 10

Documents (for information

and to be updated quarterly)

4. Inspection procedures & 10

Quality Assurance Plan

5. Site plan/layout drawing 10

showing battery limits and

co-ordinated plans of all units

and facilities including

requirements of utilities and

other parameters at battery







limits (in 1:500 scale).

6. Design Engineering 10

Assumptions/ Basic Data

7. Relay settings with supporting 10calculation

8. Turbine Model test results 10

9. General arrangement & layout 10

drawings including plans

and cross-sections for

different units/systems/services including equipment

disposition and facilities.

10. Civil engineering design 10

criteria.

11. Single line diagrams, 10

block diagrams, GA and

layout drawings for electricals

system/eqpt.

---------------------------------------------------------------------------------------------------------------










B. DRAWINGS/DOCUMENTS FOR INFORMATION/REVIEW

---------------------------------------------------------------------------------------------------------------



of Effective date of Contract---------------------------------------------------------------------------------------------------------------

1. Cable layout drawings 10

2. List of electrical drives 10

3. Control schematic of all 10

electrical equipment

4. Cable tray arrangement, 10

cable schedule and instrumentpipe schedule and routings.

5. Lighting, earthing and 10

lightning protection drawings.

6. Terminal plans and 10

interconnection diagrams

for electrical equipment.

7. Conduit drawings and cut 10

out details

8. Loop schemes, power supply 10

and distribution schemes and

panels and desk internal wiring

diagrams. External connection







including terminal wiring diagrams

for power, control and instrumentation

cables

9. Detailed drawings for 10

pipe works and ductwork.

10. Drawings/documents for As required As required

approval of

statutory authorities.

11. Procedure for storage and 10

reconservation including

those for electrical andinstrumentation items.

12. Erection drawings, erection 10

specifications and Erection

Instructions.

13. Integrated Operation/ 10

safety and Maintenance

Manuals

14. Installation, erection and 10

commissioning manuals

15. Manufacturing drawings for 10

spares (excluding those

for proprietary items) and

Ordering Specifications for







spares including spare lists

C. AS-BUILT DRAWINGS AND DOCUMENTS( Before Final Take Over)

------------------------------------------------------------------------------------------------------------

Sl. Description No. of Time of submissionNo. copies

------------------------------------------------------------------------------------------------------------

1. General arrangement, 5

assembly and sub-assembly

drawings

2. Performance data 5

3. Test charts and inspection 5

certificates in bound volumes

4. All design calculations 5

with respective approved

design criteria in bound

volumes

5. Electrical and 5

instrumentation drawings

---------------------------------------------------------------------------------------------------------------




---------------------------------------------------------------------------------------------------------------







6. Civil working drawings 5

7. Operation and safety 10

manuals

8. Maintenance manuals 10

9. List of spares (operating, 5

and maintenance)

10. Manufacturing drawings and 5

bill of materials for all spares

11. One polyester film 1 set

reproducible 1 set / microfilm

1 set of each of the as-built

drawings and documents

including design calculations

incorporating approved changes,

if any, during construction,

erection and commissioning

(all drawings even if there is

no change). One CD ROM set

for all As-built drawings, O&M

Manuals, Operation Safety

Manual and Maintenance Manual.







4.2.2 The drawings and documents as per Clause 4.2.1 shall be submitted by the

Contractor for approval by the Purchaser/Consultant or for information as per

schedule hereinabove.

Approval in respect of drawings shall be accorded by the

Purchaser/Consultant within fifteen (15) days of receipt of the same. In casedrawing is not complete and/or is not approved, the comments shall be

furnished to the Contractor within fifteen (15) days of receipt of drawing.

4.2.3 The sequence of submission of drawings and documents by the Contractor

shall be as per the Time Schedule given in Clause 4.2.1 hereinabove.

4.2.4 PERT Network

4.2.4.1 Master PERT Level-I network of the project as a whole shall be resubmitted

by the Contractor and finalised within 3 (three) weeks from the date of

Effective Date of Contract. Network shall be prepared based on milestones

as specified in the Technical Specification, which shall be the basis for the

performance of the Contract.

4.2.4.2 Detailed PERT Network Level-2 of all units/sub-units/system/ discipline/

equipment etc. incorporating activity-wise quantity and cost including

computer reports in ASCII formats (to be decided between the Contractor and

Purchaser/Consultant) shall be submitted and finalised within 3 months from

the Effective date of Contract. These detailed networks shall be prepared

based on the milestones reflected in level-I network, which shall be the basis

for performance of the Contract.

4.2.4.3 Detailed resource deployment schedule shall be submitted along with Level-2

network.







4.2.10 The delivery of equipment shall be held to be completed when all equipment

including commissioning spares, special tools and tackles and consumables

and drawings/documentations/ O & M Manuals have been supplied by the

Contractor. Operation & Maintenance spares shall be available before

commissioning.

4.2.11 Erection of the unit shall be deemed to be completed when all equipment for

the normal functioning of the unit are erected at site and certificate for

Mechanical Completion issued as per the terms of Clause 10.14.1.

4.2.12 Completion of successful commissioning of the unit shall be deemed to have

taken place when the unit has been successfully commissioned as per

Clause 10.14.2.

4.2.13 Demonstration of performance guarantee tests shall be held to be completed

when the Contractor has demonstrated and has achieved performance

guarantee values as per Schedule-9.

4.2.14 The Contractor shall render timely and adequate technical services through

its Specialists to ensure completion of civil work, erection, commissioning and

demonstration of performance guarantee as per Clause 10.14.2.

4.2.15 The Contractor shall prepare and submit in a time bound manner necessary

drawings of proper standard with best engineering practices. The Contractor

shall be responsible for obtaining timely approval of the drawings from the

Purchaser/Consultant to ensure completion of work within the time schedule.

4.2.16 The Contractor shall ensure to send all letters through E-mail/

FAX/Courier/Speed Post. All drawings and documents shall be sent through

Courier/ Speed Post at the addresses of the Purchaser and the Consultant







as set forth in the Contract preamble (or as would be informed from time to

time by Purchaser). Correspondence through E-mail/Fax shall be followed by

post copy for confirmation.

4.3 Delivery

The delivery periods shall be reckoned from the Effective date of Contract.

4.4 Schedule of delivery of equipment, commissioning spares and tools &

tackles

4.4.1 Delivery of all equipment as per Annexure-I, including foundation bolts and

inserts, commissioning spares, tools & tackles for the Plant and Equipment

shall be completed on FOR site basis as given below :-

----------------------------------------------------------

-----------------------------------------------

Sl. Items Weeks from the

No. Effective date of

Contract Start

Completion

--------------------------------------------------------------------------------------------

--------------

i. Foundation bolts & inserts

ii. Mechanical equipment

iii. Auxiliary equipment







iv. Electrical equipment

v. Instrumentation

vi. Commissioning spares

vii. Special tools and tackles

viii. Oils/lubricants and consumables

Note : Tenderer to fill in and submit.

4.4.2 Delivery of all supplies shall be made strictly in sequence of erection at siteunless otherwise agreed to by Purchaser.

4.5 Delivery of Spares

Delivery of operation & maintenance spares and special maintenance tools &

tackles shall be delivered along with the last consignment of the equipment.

4.6 Delivery of engineering services

The delivery of the drawings and documents will be completed as per the time

schedule mentioned herein before.







4.7 Completion Time

The Contractor shall complete the whole of the Works including successful

commissioning in 54 (Fifty Four) months from the Effective date of

Contract.

4.8 Time Schedule for completion of the Project

The "Bar Chart" annexed to the schedule shows the commencement and

completion of all activities like development of enabling works, basic

engineering and approval, detail design including design modification & model

testing and engineering, placement of orders for auxiliaries, issue of drgs.,

civil work, manufacturing, inspection, delivery and erection of Material &

Equipment and test, trial runs and commissioning including Performance

Guarantee Tests of all Plant & Equipment under the scope of Contractor.

These milestones shall be binding on the Contractor and form an integral part

of the Contract.

Note: The Bar Chart to be submitted by the tenderer and finalised with the

successful tenderer and annexed to schedule-4.

4.9 Liquidated Damages for non-fulfillment of Time Schedule

4.9.1 The completion time stipulated in the contract shall be deemed to be the most

important feature of the contract. Failure to meet the time for completion by

the Contractor entitles the Purchaser to levy Liquidated Damages.

If the date for completion of successful commissioning of any unit or both

units is exceeded for any reason other than the reasons provided in Clause







4.9.4 The rate of liquidated damages as stipulated will be binding on the

Contractors and no deviations will be accepted from those stipulations.

4.10 IMPLEMENTATION STRATEGY

4.10.1 Time Schedule

The successful tenderer shall submit :

i) Level-II network schedule (with activity duration generally not

exceeding 1 month) including details of pre-construction activities and

execution work. It shall be finalised within 3 months of Effective date of

Contract.

ii) Estimates of quantities/volume of work and other details such as list ofspecifications, list of drawings, quantum of work discipline-wise, list of

equipment (mechanical/ electrical) etc. within 2 months of Effective

date of contract.

iii) Updated level II networks along with progress reports (formats to be

mutually finalised) every month.

iv) During actual execution stage, for close monitoring, level III network

schedule shall be developed by the successful tenderer, as per

requirement. This will be mutually discussed and agreed between the

successful tenderer and the Purchaser.

Note : Tenderer shall visit the site and assess the available space needed for the

repair/assembly work. In case, modification in existing structures is needed then

the tenderer shall include the same in his scope and after completion of work the

structures shall be restored to the original condition.







4.11 CONSTRUCTION/ERECTION PLAN

4.11.01 General

The tenderer shall submit a construction/erection plan with the tender for thematerial & equipment under his scope of supply.

The plan will indicate a broad out line :

i) The construction/erection techniques to be employed.

ii) Resource planning.

a) Deployment of construction/erection equipment /machineries.

b) Deployment of manpower of specific trade and requisite skill.

iii) Equipment delivery planning.

iv) Construction/erection material planning.

v) Sequencing of construction and erection to avoid accumulation/

under-utilization of resource & to achieve better progress.

vi) Action plan for completing critical work.

4.11.02 Deployment of construction/erection machineries /repair facilities

The tenderer shall indicate tentatively







i) List of various construction equipment such as mobile cranes, lift fork,

trucks etc. planned to be mobilised with quantity & rated

capacity/specification.

ii) List of machinery, tools and tackles such as machine tools, weldingtransformers, welding generators/sets, gas cutting sets, drilling

machines, chain pulley blocks, survey instruments, Air compressor etc.

and indicate specification and quantity of each item.

4.11.03 Deployment of manpower

The tenderer shall submit a list showing deployment of manpower of the

following categories indicating number of personnel, schedule and duration oftheir posting of site, educational background, experience.

i) Engineers to be engaged for design and engineering coordination,

follow up and expediting.

ii) Engineers and supervisor directly attached to site work i.e. civil

construction (as applicable), erection, testing, commissioning and

demonstration of performance guarantee values.

iii) Organisation (proposed) for implementation of the package.

4.12 PROGRESS MONITORING

4.12.01 It is proposed to have an effective system of progress monitoring to ensure

timely completion of all project activities. The guidelines laid down herein shall

ensure progress monitoring by the Purchaser.







4.12.02 The intention is to dwell upon the progress of the following activities in

general:

- Basic engineering and submission of input design data.

- Detailed engineering including submission of drgs. and approval.

- Placement of order for bought-out units/ items/components.

- Manufacturing activities at the works of the Contractors/ his associates/

sub-suppliers.

- Timely completion of inspection, testing and quality assurance.

- Equipment despatches.

- Site activities including pre-erection activities, receipt of material/

equipment at site, erection, testing & commissioning.

- Performance guarantee tests.

- Training activities.

4.12.03 In the interest of the timely completion of the project, the area of monitoring

can be altered in consultation with the Contractor. The Contractor shall

furnish adequate information in the monthly progress reports on the formats to

be mutually agreed upon. The Contractor shall submit the requisite no. of

copies of progress reports.







4.12.04 The Purchaser will :

- Invite the Contractor for monthly/fortnightly meetings to review the

progress of each activity at their head office or the office of the

Consultant.

- Depute Purchaser's authorised representatives for ascertaining/

expediting progress at Contractor's works.

- Suggest remedial actions to bridge-up time gap between planned

progress & observed progress.

4.12.05 Progress report

- A monthly progress report with exception report showing current status

of various activities including status of ordered/yet to be ordered items

shall be submitted to the Purchaser by the Contractor in 6 copies.

- The Contractor shall submit programme of execution both in the form

of activities in 'Network' as well as quantitative programme in terms of

month-wise physical targets for various disciplines of work.

The Contractor shall submit computerised updated time analysis report

every month along with progress report. The updated network drawing

(both level I and level II) to be submitted in requisite no. of copies in

every 2 months.

- The monthly progress report shall indicate progress of activities

against targeted dates and targeted quantities in proforma as per the

requirement of the contract for maintaining consistency of reporting







and for maintaining data base by the Purchaser. Reasons for

shortfalls, if any, shall be clearly brought out and proposed remedial

measures to arrest the delays shall be indicated by the Contractor in

the progress report, wherever applicable.

- Quantitative programme which is termed as "Work Plan" shall beupdated regularly at a mutually agreed interval of time and Contractor

shall submit the same for Purchaser's approval keeping in view the

balance time available to execute the balance of activities. Once

approved, subsequent progress report shall indicate the revised

targets.

- The Contractor shall furnish information on site activities viz: weekly

progress report, weekly receipt of equipment, monthly erection plan,etc. The Contractor is also to indicate resource deployment at site,

highlights of critical areas and constraints in the daily progress report

once in a week.

Other information related to site activities as may be required by the

Purchaser, shall be submitted by the Contractor.

- The Contractor shall submit progress photographs in requisite no. of

copies every month relating to the progress in sequence of work of all

major site activities. The Purchaser will arrange necessary permission

for the same.

The progress report will also highlight inspection status. The

Contractor shall submit one copy of the inspection certificate duly

signed by representatives/authorised agencies after inspection along

with the progress report.







- Meetings to review progress of works

The Contractor shall attend the following meetings to review

outstanding engineering matters and progress of work

(i) Monthly meeting with Purchaser/ Consultant at Bhubaneswar or

Ranchi.

(ii) The Contractor's site representative shall attend monthly

progress and planning meetings with Purchaser/Consultant at

the Head/site office to cover special problems in erection

planning, progress and commissioning.

(iii) The Contractor’s site Engineer may have to attend more

frequent meetings during pre-commissioning and

commissioning tests as per site requirements.

*********







SCHEDULE-5

5. TAXES AND DUTIES

5.1 Taxes and Duties (Indigenous Portion)

i) Excise duty, Service Tax and Sales tax (CST/OVAT), import duties

and any other taxes, duties & levies as applicable in India shall be

reimbursed at actuals on production of documentary evidence

subject to the ceiling indicated in the Price Schedule. The Contractor

shall declare the classification of components in accordance with

ED/OVAT/CST rules. Any statutory variation in the ED and ST rates

within the contract period will be to the account of the Purchaser.Wherever concessional ED/OVAT/CST is contemplated, such

concessional ED/OVAT/CST shall alone will be reimbursed by the

Purchaser.

ii) No Excise Duty or Sales Tax shall be payable by the Purchaser on

bought-out items and/or input raw materials which have been used in

the manufacture of finished equipment.

The ownership of all materials to be supplied by Contractor,

despatched directly from sub-supplier's/sub-contractor's works to the

project site, shall rest with Purchaser on endorsement of despatch

document while the materials are in transit. Sales Tax shall be payable

for supplies from Contractor's/Sub-Contractor's warehouse/stores as

long as they are under the Contractor's/Sub- Contractor's sales tax

number.







iii) Any upward statutory variation on account of ED/ST and other taxes

arising beyond delivery schedule shall not be payable.

iv) Details of item tariff no. with break-up values for despatches from

Odisha and other States attracting, OVAT and CST shall be indicated

separately in the PRICE SCHEDULE with rate of taxes in percentageand total amount of taxes.

v) `C' forms will be issued wherever necessary for manufactured items by

Contractor/Sub-contractor once in a quarter in a financial year or as

per periodicity as would be statutorily required. They will also be

issued for bought out items provided the invoices are in the name of

the Contractor. Necessary E-I/E-II form shall be submitted by the

Contractor within the time frame prescribed by the Purchaser.

vi) Entry tax on supplies made from outside the State of Odisha shall be

paid by the Purchaser. However the Contractor shall furnish prior

intimation of despatches to the Purchaser as indicated below. Entry

Tax in respect of supplies made from within the state of Odisha as

presently applicable shall be borne by the contractor. Octroi if

statutorily levied shall be reimbursed at actuals on production of

documentary evidence. Sales Tax on Works Contract, if required to be

deducted at source, shall be deducted at source and relevant

certificates shall be issued by the Purchaser.

Way bill: Necessary Way Bills shall be provided by the Purchaser to

the Contractor within 15 (Fifteen) days of receipt of intimation about

loading of the consignment at the port of shipment in case of

imported supplies.







In case of indigenous supplies the Way Bills shall be provided by the

Purchaser to the Contractor within 15 (fifteen) days of receipt of

intimation about readiness of the materials for dispatch.

* In case the value of supplies made from outside Odisha exceeds the

value indicated by the Tenderer, additional liability towards Entry Taxshall be to the account of the successful Tenderer.

vii) Where the completion time is extended for reasons not directly

attributable to the contractor, statutory variation in taxes and duties, if

any shall be reimbursed. However, in case, the completion time is

extended due to reasons attributable to the Contractor, upward

variation in taxes and duties shall not be reimbursed.

viii) Taxes & duties, if any towards insurance coverage should be deemed

to have included in the price for insurance, hence shall not be

reimburse to the Contractor additionally.

5.1.1 The Contract price is exclusive of all taxes, levies and duties such as sales

tax, excise duty, octroi and customs duty on imported components, if any.

Obligations of the Purchaser/Contractor towards reimbursement of statutory

variations in taxes and duties are as follows :

5.1.1.1 a) The contract price for indigenous materials is exclusive of prevailing

excise duty. The rates of excise duty included in the price are based on

those mentioned by the Contractor and as prevalent on the base date.

Reimbursement of excise duty in excess of prevailing rates arising out

of statutory variation within contractual delivery/execution period will bemade by the Purchaser.







b) Excise Duty wherever applicable shall be reimbursed at actuals for the

items excise cleared from the Contractor's factory on production of

certified copy of invoice-cum-challan as defined in the prevailing

Central Excise Notification. The Contractor shall declare the

classification of components in accordance with Excise Duty rules.Wherever concessional Excise Duty is contemplated, such

concessional Excise Duty shall alone will be payable by the Purchaser.

5.1.1.2 The contract price for indigenous materials is exclusive of sales tax as

applicable for supply of finished materials and shall be reimbursed against

documentary evidence. The Purchaser shall issue necessary sales tax

declaration form "C" for this purpose to Contractor once in each financial year.

Necessary E-I/E-II form shall be submitted by the Contractor within the timeframe prescribed by the Purchaser.

5.1.1.3 In case of supply of materials from the State of Odisha the price is exclusive

of Odisha VAT and shall reimbursed against documentary evidence. The

Purchaser shall issue necessary sales tax declaration form for availing

concessional rate of sales tax to Contractor once in each financial year.

5.1.1.4 The Contractor shall bear and pay all liabilities in respect of (a)

non-observance of all legal formalities as per various statutory provisions and

(b) statutory variations in all taxes, duties and levies and imposition of new

taxes, duties and levies that may be imposed after the contractual

delivery/execution dates, as originally stipulated, in case the delay is due to

reasons attributable to the Contractor.

5.1.1.5 The stipulations regarding sales tax shall get amended to the extent Value

Added Tax (VAT) becomes applicable to the contract.







5.1.1.6 Indian Income Tax as per Income Tax Act, 1961 shall be borne by the

Contractor.

However, Income tax deduction at source shall be made from payments as

applicable for which TDS certificate shall be issued to the Contractor.

5.2 TAXES & DUTIES (foreign portion)

5.2.1 All taxes and duties (excepting personal Income Tax) on supplies, engineering,

supervision and training payable in India shall be borne and paid by the

Contractor and shall be reimbursed by the Purchaser on production of

documentary evidence only. Indian Income Tax as per Income Tax Act, 1961

shall be borne by the Contractor. However, Income tax deduction at source

shall be made from payments as applicable for which TDS certificate shall be

issued to the Contractor.

Taxes & duties, if any towards insurance coverage should be deemed to have

included in the price for insurance, hence shall not be reimburse to the

Contractor additionally.

5.2.2 All taxes and duties payable outside India shall be borne and paid by the

Contractor. The contract price is inclusive of all liability of the Contractor for

taxes and duties outside India. No claim will be entertained by the Purchaser

whatsoever on this account.

The prices quoted for the foreign services and foreign training are exclusive

of service tax and inclusive of indian income tax.

5.2.3 In case of the Purchaser making any payment of taxes and duties in this

connection, the Purchaser will furnish the Contractor the original tax receipts







in connection with payments made under the contract and the same shall be

adjusted with the contract price.

The Purchaser shall assist the Contractor in obtaining clearance through

customs of the Contractor's equipment and in proceeding any necessary

Govt. consent to re-export of Contractor's equipment when it is removed fromsite. For such equipments which are to be re-exported the Contractor shall

pay the custom duties.

5.2.4 PERSONAL INCOME TAX (foreign portion)

Personal Income Tax, if any payable by the Contractor's/Sub-contractor's

employees deputed to India, shall be paid by the said employees directly and

the Purchaser shall not be liable to pay the Income Tax and Cess payable bythe employees of the Contractor/Sub-contractors and the Purchaser is not

responsible for filing the tax return of Contractor's employees/experts.

5.3 BASE DATE

Base date for the purpose of ascertaining statutory variation in taxes and

duties shall be ................ (7 days prior to date of submission of final Price

Bid).

**********







The value of Bank Guarantee against payment of advance as per above can

be reduced by the equivalent recovered amount. The value of Bank

Guarantee cane be reduced maximum three times only within the Completion

time.

If the contract is terminated due to default of the contractor, the ‘MobilisationAdvance’ would be deemed as interest bearing advance at prevailing rate of

interest as applicable for cash credit facilities to the Purchaser to be

compounded quarterly.

6.2 Payment for Supplies (Main)

6.2.1 50% of the Contract Price for main supplies on pro-rata basis against

shipment of materials/equipment and submission of documents as listedunder Schedule-10. In case of imported material/equipment directly

consigned to site, Clean Bill of Lading/Airway Bill shall be treated as the

document evidencing despatch. *

6.2.2 20% of Contract Price for main supplies on pro-rata basis upon receipt of

materials/equipment in good condition at site. *

6.2.3 20% of Contract Price for main supplies upon successful completion of

commissioning. Payment towards successful completion of

commissioning shall be Unit-wise i.e. 3% for each unit and balance 2% for

common system.

6.2.4 10% of Contract Price for main supplies upon satisfactory completion of

warranty period. This payment can be made upon Final Take Over of the

plant as a whole (including the last unit) subject to submission of Bank







Guarantee for equal amount to be kept valid till expiry of warranty period

of the last unit.

The Contractor shall certify the following in all the supply invoices :

“Certified that no payment has been claimed and received before, for thecomponents for which payment has been claimed in this invoice”.

* Note :

Pro-rata payments shall be made for distinctly identifiable items as listed in

the Price Schedule/approved billing-cum-despatch schedule. No pro-rata

payment shall be effected under a single item.

In case of partial shipment of any item, the payment shall be effected only

upon despatch/receipt at site of the last consignment forming part of the

item as described in the Price Schedule/approved billing-cum-despatch

schedule. The Contractor shall, in such case be required to certify that with

the shipment/receipt at site of the said last consignment, the delivery of the

item is complete as per contract. Contractor shall also certify that in case

any part is inadvertently not delivered shall be delivered promptly without

any additional cost.

6.3 Payment for Supplies (Spares – Mandatory)

6.3.1 65% of the Contract Price for mandatory spares on pro-rata basis against

shipment of spares and submission of documents as listed under Schedule-

10. In case of imported spares directly consigned to site, Clean Bill of

Lading/Airway Bill shall be treated as the document evidencing despatch.







6.3.2 35% of Contract Price for mandatory spares on pro-rata basis upon receipt

of materials/equipment in good condition at site.

The Contractor shall certify the following in all the supply invoices :

“Certified that no payment has been claimed and received before, for the

components for which payment has been claimed in this invoice”.

6.4 Payment for Services

6.4.1 30% of Contract Price for services on disassembling of unit and associated

equipment & removal at place indicated by the Purchaser. Payment shall be

released on the following basis – 4.5% for each unit (i.e. units 1 to 6) and

balance 3% for common systems.

6.4.2 30% of Contract Price for services on mechanical completion of unit. Payment

shall be released on the following basis – 4.5% for each unit (i.e. units 1 to 6)

and balance 3% for common systems.

6.4.3 12% of Contract Price for services on successful completion of Trial

Operation. Payment shall be released on the following basis – 2% for each

unit (i.e. units 1 to 6)

6.4.4 18% of Contract Price for services on successful completion of

commissioning. Payment shall be released on the following basis – 3% for

each unit (i.e. units 1 to 6)

6.4.5 10% of Contract Price for services on end of warranty period. This payment

can be paid upon take over subject to submission of Bank Guarantee for

equal amount to be kept valid till expiry of warranty period.

6.5 PAYMENT TERMS FOR TAXES AND DUTIES

6.5.1 For supply







100% taxes and duties for the respective supplies shall be reimbursed against

invoices and supporting documents for supplies as per provision of Schedule-

5.

6.5.2 For Services

100% taxes and duties shall be furnished/paid invoice wise.

6.6 PAYMENT TERMS FOR CUSTOMS

100% Customs Duty for supplies, spares and tools will be paid on production

of documentary evidence and as per provision of schedule-5.

The reimbursement of customs duty shall be made provided separate invoice

supported with necessary backup documents are furnished by the Contractor.

No custom duty shall be reimbursed for any item beyond the approved supply

list.

6.7 PAYMENT TERMS FOR TRAINING OF PURCHASER'S PERSONNEL

Payment towards the training of the Purchaser's Personnel shall be made

after completion of training as per the invoices submitted by the

CONTRACTOR, based on the break-up prices indicated in the price

schedule. Payment in foreign currency shall be made by direct remittances

through approved Bank. Total payment on account of the training, however,

shall not exceed the lumpsum amount quoted and incorporated in Price

Schedule.







6.8 DUE DATES FOR PAYMENT:

Unless otherwise stipulated, payment will become due and payable by the

Purchaser within 30 days from the date of receipt of Contractor’sbill/invoice/debit note by the Purchaser provided the documents submitted

are complete and correct shape in all respects. If it is not payable the invoice

will be returned to the Contractor stating the reasons for rejection within a

month from the date of receipt of the same.

The Contractor shall certify the following in all the services invoices :

"Certified that no payment has been claimed and received before, for theservices for which payment has been claimed in this invoice".

6.9 MODE OF PAYMENT:

6.9.1 The Purchaser shall release the initial advance payments to the Contractor

within 15 (Fifteen) days from the date of signing of Contract subject to fulfilling

conditions of payment of advance. The initial advance shall be paid by direct

remittance to the Contractor. However, the advance payment shall be subject

to the stipulations laid down in the Contract.

All payments shall be made against the invoices submitted by the Contractor

with supporting documents. In case of Indian assignees/Foreign associates

the invoices raised by them shall be certified and submitted by the Contractor

(Prime Bidder).







6.10 GENERAL

6.10.1 All Bank Guarantees against advance payments shall be valid as per

following :

(a) For main supplies – Up to the date of Final Take Over of generatingUnits.

(b) For services – Up to the date of Final Take Over of generating Units.

6.10.2 The Purchaser shall release the initial advance payments to the Contractor

within 15 days from the date of signing of Contract subject to fulfilling

conditions of payment of advance.

6.10.3 All payments shall be paid only against submission of complete and correctinvoices and documents by the Contractor duly certified by the Purchaser

except as otherwise specified in the Contract. Payment shall be due within 42

days from the date of receipt of complete and correct invoices. If it is not

payable the invoice will be returned to the Contractor stating the reasons for

rejection within a month from the date of receipt.

i) Foreign currency payment except initial advance payment would be

made through Letter of Credit (L/C) to the Contractor on certification of

bills/ invoices by Purchaser. L/C shall be revolving type and the

revolving amount shall be mutually agreed between the Purchaser and

the Contractor. L/C shall be established 3 (three) months prior to

commencement of supplies. Confirmation charges, if any, outside India

shall be borne by the Contractor. If extension of L/C is required for

reasons attributable to the Contractor, charges for such extension shall

be borne by the Contractor. Charges towards opening of L/C shall be

to the Purchaser’s account.







shall it preclude, determine or affect in any way the powers of the Purchaser

under these conditions or in any other way vary or affect the Contract.

6.10.7 Should the Contractor consider that he is entitled to an additional payment

due to change in scope, he shall forthwith give notice in writing to the

Purchaser to that effect. Such notice shall be given to the Purchasercontaining full particulars and justification of the additional claim. Irrespective

of any provision in the Contract to the contrary, the contractor must intimate

his intention to lodge claim within 20 days (30 days for imported portion) of the

commencement of happening of the event and quantify the additional claim

within 30 days (45 days in case of imported portion) of completion of the work,

failing which, the Contractor, will lose his right to claim any compensation/

reimbursement/ damages etc or refer the matter to Arbitration. Failure on the

part of the Contractor to put forward any claim as above within the time asspecified shall be an absolute waiver thereof. Omission by the Purchaser to

reject any such claim and delay in dealing therewith shall not be waiver by the

Purchaser of any of his rights in respect thereof.

6.10.8 The Purchaser reserves the right to ancash Bank Guarantees if sufficiently

convinced of negligence and lack of dedication to work on the part of the

Contractor.

6.10.9 The Contractor shall submit to the Purchaser separate applications for

payments in different currencies whenever payment is to be made in more

than one currency.

6.10.10 Each such application shall state the amount claimed and shall set forth in

detail in the order of the Payment Schedule, particulars of the `Supplies'

executed and of the equipment shipped/brought on to the stores/site pursuant

to the `Contractor' upto the date mentioned in the application and for the







period covered since the last preceding certificate, if any. Every interim

payment certificate shall certify the `Contractor' value of the `Supplies'

executed upto the date mentioned in the application for the payment

certificate, provided that no sum shall be included in any interim payment

certificate in respect of the `Supplies' that according to the decision of the

Purchaser does not comply with the `Contractor' or has been performed, atthe date of certificate prematurely.

*********







SCHEDULE-7

7.0 TERMS AND CONDITIONS OF DEPUTATION OF FOREIGN EXPERTS/

SPECIALISTS FOR SUPERVISION OF REPAIR, MANUFACTURE,

DISMANTLING, ERECTION, COMMISSIONING & PERFORMANCE

GUARANTEE TESTS

7.1 Office Accommodation

The Purchaser shall provide area to the Contractor for building his office

accommodation at site. After the work is over, such offices shall be handed

over to the Purchaser.

7.2 Excess Baggage

The Contractor shall bear the transportation cost of instruments, tools and

tackles for erection, testing and commissioning of Plant as well as excess

personal baggage to be brought by the Experts/Specialists. The Contractor

shall, also make arrangement, on receipt of advance intimation for custom

clearance of such instruments, tools and tackles brought by the Experts.

7.3 Registration

The Contractor shall arrange to complete registration of foreign

Experts/Specialists with the nearest police station/alike office and other

formalities as may be required for foreigners deputed to India.







7.4 Insurance

The Contractor shall take Accident Insurance Policy for the

Experts/Specialists for adequate value to cover the full and all risks of

accidents including the death and permanent disability. Two photo copies ofthe Insurance Policy shall be furnished by the Contractor to Purchaser.

7.5 General

The Foreign Experts while deputed to India shall maintain their status as

employees of the Foreign Contractors and the Purchaser takes no liability in

respect there of except those provided in this Contract.

The Contractor shall remain responsible such that all the foreign

experts/specialists deputed to India by him shall comply with Indian Laws.

Any person unsuitable and unacceptable by the Purchaser shall not be

brought to India. If any person brought to India is found unsuitable or

unacceptable by Purchaser the Contractor shall within a reasonable time

make alternative arrangement for providing a suitable replacement and

repatriation of such unsuitable personnel at his own cost.

No person brought to India for the purpose of the `Works' shall be repatriated

without the consent of the PURCHASER in writing based on a written request

from the CONTRACTOR for such repatriation giving reasons for such an

action to the PURCHASER. The PURCHASER may give permission for such

repatriation provided he is satisfied that the progress of work will not suffer

due to such repatriation.







The cost of passports, visas and all other travel expenses to and from India,

incurred by the CONTRACTOR shall be to his account.

The CONTRACTOR and his expatriate personnel shall respect all Indian

Acts, laws, Rules and Regulations and shall not in any way, interfere with

Indian political and religious affairs and shall conform to any other rules andregulations of the Government of India and the PURCHASER may establish

from time to time on them. The CONTRACTOR's expatriate personnel shall

work and live in close co-operation and co-ordination with their co-workers

and the community and shall not engage themselves in any other

employment either part time or full time nor shall they take part in any local

politics.

The PURCHASER shall assist the CONTRACTOR, to the extent possible inobtaining necessary permits, to travel to India and back, by issue of

necessary certificates and other information, needed by the Governmental

agencies.

7.6 Local Expenses

The Contractor shall bear all the charges towards local travailing, boarding,

lodging etc. of the experts/specialist deputed to India.

**********







SCHEDULE - 8

CONTRACT SPECIFICATIONS

8.0 CONTRACT SPECIFICATIONS

The Technical Specifications issued alongwith the Tender Documents duly

modified and up-dated based on the changes/modifications agreed between

the Purchaser and the successful Tenderer shall constitute Schedule-8

"Contract Specifications" of this Contract and shall form an integral part of the

Contract for all purposes.

*********







SCHEDULE-9

PERFORMANCE GUARANTEE

9.0 PERFORMANCE GUARANTEE

9.1 Performance guarantees as specified in the Contract Specifications including

Liquidated damages payable by the Contractor for non-fulfillment of the

performance guarantees shall constitute schedule-9 of this contract and shall

form an integral part of the contract for all purposes.

9.2 Performance Guarantee Parameters.

9.2.1 The contractor have guaranteed the following for the turbine and generator

parameters for the rated head, water flow and power factor.

DESCRIPTION GUAANTEED VALUE

1. Rated output : Turbine MW **

A) At rated net head of 257 m

B) At Maximum head of 300.1 m

C) At Minimum head of 252.33 m

______ MW

_______ MW

_______ MW

2. Rated output : Generator MW at 0.9

power factor

60 MW

3. Efficiency of Turbine at

100% rated output and rated net head ______%









4. Efficiency of Generator at

100% rated output ______%



Generator Transformer : No Load loss

Load loss

____ kW

------kW

9.2.2 In case, the output at Generator terminal, even after three repeated

performance test, falls short from the guaranteed capacity of 60 MW at 0.9

power factor (lag) at rated head and rated flow during test, Purchaser will be

entitled to deduct from the contract price as Liquidated Damages an amount

at the rate of Indian Rs. 86,000/-(Indian Rupees Eighty Six Thousand only)

per kW reduction in rated output.

9.2.3 The Liquidated Damages for shortfall in the weighted average efficiency for

each unit, even after three repeated performance test shall be Indian Rs.

557,000/- (Indian Rupees five hundred fifty seven thousand only) for every

one hundredth of 1% fall of weighted average efficiency

9.2.4 In case the rated output and weighted average efficiency of Turbine &

generator are lower by more than 2% of the guaranteed value, even after

three repeated performance test, the plant will be liable for rejection.

However, the Purchaser at his option may give chance to the contractor to

rectify the same and if the same is not rectified to the satisfaction of the







Purchaser within reasonable time, the Purchaser shall have the right to rectify

the same by other agencies and the works for rectifying the same will be

done on the cost and risk to the contractor.

9.2.5 The lower limit of weighted average efficiency and output during performance

test of the turbines & generators beyond those the equipment can be rejected,shall be

Lower limit of Output at Generator terminal = 58.8 MWLower limit of Weighted average efficiency of turbine = 91.14%

Lower limit of weighted average efficiency of generator = 98%

Lower limit of weighted average efficiency of generator transformer =

99.5%

Accuracy of measurement shall be according to IEC standards.

9.2.6 REJECTION OF DEFECTIVE PLANT & EQUIPMENT

i. The Contractor shall be responsible for the due and faithful performance of

the Contract in respect of the Contract Specification, drawings and all other

documents referred to in this Contract. Notwithstanding any approval/

acceptance which the Purchaser may grant to the Contractor, in respect of

any of Contractor’s design, engineering, equipment, workmanship & quality,

materials, supplies, supervision of erection & installation, testing,

commissioning or any other services which the Contractor has discharged in

terms of the Contract (whether with or without any test carried out by the

Contractor of the Purchaser), the Contractor shall not be relieved in any way

of any of his contractual obligations and/or responsibilities until Final

Acceptance of the Plant and Equipment by the Purchaser and subsequently

till expiry of Warranty Period and it shall be lawful for the Purchaser to reject

the material on arrival at site, if it is found that the materials supplied and/or







erection and/or construction work carried out by the Contractor are not in

conformity with the terms and conditions of the Contract in all respects.

If the completed plant, or any portion thereof, before it is finally accepted be

found to be defective or fails to fulfill the requirements of the Contract, the

Purchaser shall give the Contractor notice setting forth particulars of suchdefects or failure and the Contractor shall forthwith make good the defects, or

alter the same to make it comply with the requirements of the Contract.

Should he fail to do so within specified period as mutually agreed and stated

in the said notice, the Purchaser may reject and replace at the risk and cost of

the Contractor, the whole or any portion of the plant, as the case may be,

which is defective or fails to fulfill the requirements of the Contract. However,

such rejection/replacement by the Purchaser shall not absolve the Contractor

of any of his responsibilities under this Contract.

ii In the event of such rejection, the Purchaser shall be entitled to the use of the

plant in a reasonable and proper manner for a time reasonably sufficient to

enable him to obtain other replacement plant. However, such usage shall not

be deemed as waiver of defects or acceptance of such defective plant by the

Purchaser.

**********







SCHEDULE - 10

10.0 GENERAL TERMS AND CONDITIONS OF THE CONTRACT

10.1 Bank Guarantee - General

10.1.1 All the Bank Guarantees shall be irrevocable and shall be from a Nationalised

Bank / Scheduled Commercial Bank (approved by RBI) and in the form and

manner acceptable to the Purchaser and drawn in favour of Odisha Hydro

Power Corporation Ltd., Bhubaneswar.

10.1.2 The Bank Guarantee shall be as per respective format prescribed and shall

be submitted on Non-judicial stamp paper of appropriate value and the stamppaper shall be in the name of the Bank.

10.1.3 All the Bank Guarantees shall be payable on first demand, without demur,

irrespective of any legal dispute between the Bank and the Bidder/Contractor

to the Purchaser without any condition or dispute whatsoever.

10.1.4 The Bidder/Contractor shall arrange to keep alive the several bank

guarantees referred to herein for the requisite duration by making timely

request to the Bank or Banks concerned. All the extension for Bank

Guarantees also shall be on non-judicial stamp paper obtained in the name of

Bank.

10.1.5 No interest shall be payable by the Purchaser on the Bank Guarantee. The

Purchaser shall have the right to encash the Bank Guarantees for

non-compliance of any or all the terms and conditions of the contract.







10.1.6 Bank Guarantee for advance payment

The Advance stipulated in the payment terms shall be made to the Contractor

by the Purchaser subject to the Contractor providing a bank guarantee for

110% of the advance amount and Bank Guarantee towards Security Deposit

in the prescribed format and as per the stipulations of the Contract. The bankguarantee shall be valid till the period as indicated in Schedule-6.

The value of Bank Guarantee against payment of advance as per above can

be reduced by the equivalent recovered amount. The value of Bank

Guarantee cane be reduced maximum three times only within the Completion

time.

10.1.7 SECURITY DEPOSIT (CONTRACT PERFORMANCE GUARANTEE)

10.1.7.1 The Contractor shall submit an irrevocable Bank Guarantee towards Security

Deposit (Contract Performance) within 30 days from the date of signing of

Contract.

10.1.7.2 The Contractor shall furnish to the Purchaser, Bank Guarantee in the

prescribed proforma towards Security Deposit (Contract Performance) for a

value of ten (10) per cent of the Contract price in favour of the Purchaser. The

Bank Guarantee shall be for the time bound, due and faithful performance of

the contract and shall remain binding notwithstanding such variations,

alterations or extensions of time as may be made, given, conceded or agreed

to between the Contractor and the Purchaser under these General Terms &

Conditions or otherwise. The Bank Guarantee for the Contract Performance

shall be from a Nationalised Indian bank/Scheduled Commercial bank

operating in India or State Bank of India. In case the Bank Guarantee is

submitted from a first class foreign bank (not operating in India) it shall be

counter-guaranteed by a Scheduled commercial bank operating in India or







this purpose the Contractor shall furnish the detailed list of equipment within

60 days of signing of Contract. Contractor shall arrange the necessary import

including arrangement of licences and foreign exchange for the supplies to be

imported for incorporation in or manufacture of the indigenous equipment as

may be required, on his own.

Export Licence, if any, required for items to be imported for the project shall

be arranged and maintained by the Contractor.

10.3 INSURANCE

10.3.1 The Contractor shall arrange, secure and maintain all marine, inland transit,

storage and erection insurance as may be necessary and for all such

amounts to protect the interest of the Purchaser against all risks as detailedherein. The form and the limit of such insurance as defined herein together

with the under-writer thereof in each case shall be as acceptable to the

Purchaser. However, irrespective of such acceptance, the responsibility to

maintain insurance at all times during the period of `contract' shall be that of

the Contractor alone. The Contractor's failure in this regard shall not relieve

him of any of his contractual responsibilities and obligations.

10.3.2 Any loss or damage to the equipment during handling, transporting, storage

and erection, till such time the plant is taken over by the Purchaser, shall be to

the account of the Contractor. The Contractor shall be responsible for

preferring of all claims as applicable and make good at the Contractor's own

cost for the damage or loss by way of repairs and/or replacement of the

portion of the `Works' damaged or lost for the timely commissioning of the

equipment/completion of the works.







The transfer of title shall not in any way relieve the Contractor of the above

responsibilities during the period of `Contract'. The Contractor shall provide

the Purchaser with a copy of all insurance policies and documents taken out

by him in pursuance of the `Contract'. Such copies of documents shall be

submitted to the Purchaser immediately after such insurance coverage. The

Contractor shall also inform the Purchaser in writing at least 60 days inadvance regarding the expiry cancellation and/or change in any of such

documents and ensure revalidation/renewal etc., as may be necessary well in

time.

10.3.3 Licences/Port clearance etc., required for the purpose of replacement of

equipment lost/damaged in transit and/or during storage, erection, shall be

made available by the Contractor. The risks that are to be covered under the

insurance shall include, but not be limited to the loss or damage in transit,theft, pilferage, riot, civil commotion, weather conditions, accidents of all

kinds, fire, war risk (during ocean transportation only) etc. The scope of such

Insurance shall cover the entire value of the `works' from time to time.

For taking out equipment/materials for refurbishment/repair from the site the

Contractor shall give an undertaking that the insurance cover taken by them

covers the risk including but not limited to loss or damage in transit, theft,

pilferage, riot, civil commotion, weather conditions, accidents of all kinds, fire,

war risk (during ocean transportation only) etc. in respect of to and fro

movement as well as during refurbishment/repair operation on such

equipment/materials. In case the Contractor requires a separate insurance

cover for such equipment/materials, the equipment/materials shall be

released and handed over to the Contractor for taking out for

refurbishment/repair only after the Contractor submits copy of such insurance

cover taken by him. In addition other formalities as applicable including

furnishing indemnity bond(s) shall be complied by the Contractor.







10.3.4 The Contractor shall arrange workmen's compensation Insurance,

Comprehensive Automobile Insurance and Comprehensive General liability

Insurance, which shall be at the cost and the responsibility of the Contractor.

10.3.4.1 Apart from the sum assured for the site cost of the equipment and inclusive ofstorage cum erection and commissioning cost, the following risks are also to

be covered in the Insurance Policy.

10.3.4.1.1 Escalation at 20% where the duration of the contract period is more than one

year.

10.3.4.1.2 Extended maintenance cover.

10.3.5 Such Insurance charges shall be indicated as a fixed lumpsum as in the price

schedule.

10.3.6 Risks to be covered by insurance shall not be limited merely to the items

covered under Clause 10.3.1, 10.3.2 and 10.3.3. The Contractor shall

arrange for insurance of any other risks he may deem prudent to cover such

as that mentioned under Clause 10.3.4 but the expenses thereof shall be to

the account of the Contractor only.

10.3.7 The Purchaser shall be the principal holder of the policy along with the

Contractor & his consortium Partner Contractors, Sub-Contractors of the

Contractor shall not be holders or beneficiaries in the policy nor shall they be

named in the Policy. Purchaser reserves the exclusive right to assign the

Policy.







10.3.8 The Contractor shall arrange for comprehensive Insurance of equipment,

transit, storage-cum-erection/ Marine-cum-erection and commissioning. The

reimbursement of premium can be made at periodical intervals as per the

policy's conditions. The premium receipt issued by the Insurance company

shall have to be produced for claiming reimbursement. After all the

installments of premium are paid, the difference between lumpsum insurancecharges indicated in the contract and the premium actually reimbursed to the

Contractor on documentary evidence as referred above, shall be paid to the

Contractor on the basis of invoices from the Contractor, without supporting

documents to compensate the service charges incurred by the Contractor

during the pendency of the Insurance policy. However, the total claim shall

be restricted to the lumpsum price quoted in the schedule of price.

The policy shall cover the imported goods on replacement basis, i.e. inclusiveof escalations if any payable to the foreign suppliers and/or exchange

fluctuations and/or fluctuations in ocean freight, customs duty, clearing and

forwarding charges, inland freight etc. The Contractor shall ensure that the

insurance company shall pay the replacement value of such imported

consignments (in the required currency) required to be replaced (for which

Purchaser's decision shall be final) within 15 days of lodging of the claim so

as to ensure that supplies are not held up.

Transport insurance shall specifically cover "The Institute Cargo Clause A."

However, provision should be kept in the insurance policy to allow

intermediate storage of supplies at sea port for 60 days.

10.3.9 In addition to the conditions covered under the clause entitled `Insurance'

above, the following provisions will apply, to the portion of the `works' to be

done beyond the Contractor's own, Partner Contractors' or his SUB

CONTRACTOR's manufacturing works. The Contractor shall arrange for







comprehensive insurance of equipment during erection and commissioning

and also arrange for Workmen's Compensation Insurance, Comprehensive

automobile Insurance and Comprehensive General Liability Insurance which

shall also be the responsibility of the CONTRACTOR.

10.3.10 WORKMEN'S COMPENSATION INSURANCE

This insurance shall protect the CONTRACTOR against all claims applicable

under the Workmen's Compensation Act, 1948 (Government of India) as

amended from time to time. This policy shall also cover the CONTRACTOR

against all claims for injury, disability, disease or death of his consortium

Partner Contractors' or his SUB CONTRACTOR'S employees which for any

reason are not covered under the Workman's Compensation Act, 1948. The

liabilities shall not be less than:

Workmen's compensation: As per statutory provisions.

Purchaser's Liability : As per statutory provisions.

10.3.11 COMPREHENSIVE GENERAL LIABILITY INSURANCE

This insurance shall protect the CONTRACTOR against all claims arising

from injuries, disabilities, disease or death of members of public or damage to

property of others due to any act or omission on the part of the

CONTRACTOR, his Partner Contractors, his agents, his employees, his

representatives and Partner Contractors, Sub-Contractors or from riots,

strikes and civil commotion.

10.3.12 The hazard to be covered will pertain to all the works which and areas where

the CONTRACTOR, his Partner Contractors, his Partner Contractors,







Sub-Contractors, his agents and his employees have to perform work

pursuant to the CONTRACT.

10.3.13 The above are only illustrative list of insurance covers normally required and it

will be the responsibility of the CONTRACTOR to maintain at his cost all

necessary insurance coverage to the extent both in time and amount to takecare of all his liabilities either direct or indirect in pursuance of the `Contract'.

10.3.14 FIRE INSURANCE

Unless otherwise instructed by the PURCHASER, the CONTRACTOR shall,

on signing the `contract' insure the works and keep them insured until the

completion of the `contract' against loss or damage by fire, in the joint names

of the PURCHASER and the CONTRACTOR for such amount and for anyfurther sum, if called upon to do so by the PURCHASER, the premium of

such further sum being allowed to the CONTRACTOR as an authorised extra.

Such policy shall cover the property of the PURCHASER only and shall not

cover any property of the CONTRACTOR or any SUB CONTRACTOR, or his

employees. The CONTRACTOR shall deposit the policy receipts for the

premium with the PURCHASER WITHIN twenty one (21) days from the date

of signing the `Contract' unless otherwise instructed by the PURCHASER.

The CONTRACTOR shall as soon as the claim under the policy is settled or

the work reinstated by the Insurance office should they elect to do so,

proceed with all due diligence with the completion of the `Works' in the same

manner as though the fire had not occurred and in all respects under the

same conditions of "Contract". The CONTRACTOR in case of rebuilding or

reinstatement after fire, shall be entitled to such extension of time for

completion as the PURCHASER may deem fit. The CONTRACTOR shall

keep all his equipment including erection equipment insured until the







completion of the contract against loss or damage by fire at the Contractor's

cost.

10.3.15 Lumpsum price for comprehensive insurance shall be payable by the

PURCHASER and other expenses due to all the above insurance coverages

shall be to the account of the CONTRACTOR.

10.4 CUSTOMS CLEARANCE

The Contractor shall be responsible for Customs Clearance and other

clearance of all Imported goods at the Indian Port. The Purchaser will extend

necessary assistance when required.

10.5 LIQUIDATION, DEATH, BANKRUPTCY ETC.

10.5.1 If the Contractor shall die, dissolve or become bankrupt or insolvent or cause

or suffer any receiver to be appointed on his business or any assets thereof

with his Creditors, or being a corporation commence to be wound up, not

being a member's voluntary winding up for the purpose of amalgamation or

reconstruction, or carry on its business under a Receiver for the benefits of its

Creditors or any of them, the Purchaser shall be at liberty :-

a) to terminate the Contract forthwith upon coming to know of the

happening of any such event as aforesaid by notice in writing to the

Contractor or to the Receiver or Liquidator or to any person in whom

the Contract may become vested to, or

b) to give such Receiver, Liquidator or other person the option of carrying

out the Contract subject to his providing a guarantee upto an amount

to be agreed for the due and faithful performance of the Contract.







10.6 RESPONSIBILITY FOR PERFORMANCE OF CONTRACT

10.6.1 The Contractor shall be responsible for the due and faithful performance of

the Contract in all respects according to the drawings, specifications and all

other documents referred to in this Contract. Any approval which thePurchaser/Consultant may have given in respect of the stores, materials,

supplies or other particulars and the work or the workmanship involved in the

Contract (whether with or without test carried out by the Contractor or the

Purchaser) shall not relieve the Contractor from his obligations and

notwithstanding any approval or acceptance given by the Purchaser/

Consultant, it shall be lawful for the Purchaser to reject the material on arrival

at site, if it is found that the materials supplied and/or erection and/or

construction work carried out by the Contractor are not in conformity with theterms and conditions of the Contract in all respects.

10.6.2 The Consortium Leader Contractor shall co-operate with other Partner

Contractors, if any, for any associated plant and freely exchange all relevant

technical information with them to obtain the most efficient and economical

design and to avoid unnecessary duplication of equipment. The Contractor

shall also coordinate with other Contractors for any interface activity at his

battery limits. No remuneration shall be claimed from the Purchaser for such

technical co-operation.

10.7 RESPONSIBILITY FOR COMPLETENESS

10.7.1 Any supplies and services which might not have been specifically mentioned

in this Contract but are necessary for the design, engineering, manufacture,

supply, construction, erection, commissioning, performance and/ or

completeness of the works, shall be supplied/provided by the Contractor







without any other extra cost to the Purchaser within the time schedule for

efficient and smooth operation and maintenance of the works under Indian

conditions unless expressly excluded from the scope of supplies and services

in this Contract.

10.7.2 The approval by the Purchaser/Consultant at any stage for any supplies and

services by the Contractor shall not relieve the Contractor of his obligationsunder Clause 10.7.1.

10.8 DESPATCH AND BILLING SCHEDULE

10.8.1 The Contractor shall prepare a detailed Billing-cum-Despatch Schedule and a

detailed Shipping Schedule for supplies of the plant, machinery and

equipment in the logical sequence required for erection within the overall

delivery schedule of the Contract. Billing-cum-Despatch schedule for the Plantand Equipment shall be submitted within 60 days from the date of Letter of

Award of the Contract. Detailed shipping schedule shall be submitted within 6

months from the Letter of Award of Contract indicating the breakdown of the

complete Plant into shipment units with approximate weights and dimensions

and the respective dates upon which such units will be despatched from the

Contractor's and/or its Sub-Contractor's works. The Billing-cum-Despatch

Schedule and the Shipping Schedule is subject to approval of the

Purchaser/Consultant. Six (6) copies of the approved Billing-cum-Despatch

Schedule and Shipping Schedule shall be submitted to the Purchaser within

15 days from the date of approval. The Contractor shall arrange for supplies

of the Plant, Machinery and Equipment in the sequence as approved in the

Billing-cum-Despatch Schedule and Shipping Schedule. The Contractor shall

promptly give written notice to the Purchaser of any anticipated delay in

maintaining such schedule stating reasons and remedial measures, therefor.

This shall not however in any way absolve the Contractor from his







responsibility of timely delivery of plant and equipment as per contractual time

schedule.

No early payment shall be made for unsequential early delivery of any Plant &

Equipment which will be required for erection at a later date. Further, the early

delivery of such equipment will occupy storage space, which will be theresponsibility of Contractor.

The lapses of guarantee due to delay in commissioning of any such

equipment, if it is supplied by any sub-vendors, is the responsibility of the

main Contractor.

10.9 SHIPPING NOTES AND DOCUMENTS

10.9.1 Shipping procedure for Imported equipment

The Contractor shall make his own arrangement for shipment and may

appoint their forwarding agent. The forwarding agent shall also report to

Purchaser and shall take necessary assistance from him. Liaison Officer of

OHPC at Vishakhapattnam is the officer authorised to sign Bill of Entry on

behalf of Purchaser (OHPC).

In case of air freight, the Contractor should arrange air freight also on his own.

10.9.2 The bills of lading should be drawn so as to show:

SHIPPERS THE GOVERNMENT OF INDIA

CONSIGNEE : Manager, Odisha Hydro Power Corporation Ltd., Balimela,

Malkangiri – 764051 , Odisha, India.







d) Six (6) copies of inspection certificate, if any issued by the Purchaser.

e) Six (6) copies of Purchaser's certificate accepting shipment.

f) Approved Test Certificates if any.

The RR/Challans duly endorsed will be handed over to the Contractor for

taking delivery of materials from Railway/Trucks unloading the same from

wagons/ trucks and subsequent handling, transportation and storage at site

after submission of custody-cum-indemnity bond in Purchaser's approved

proforma. The demurrage charges, if any, will be payable by the Contractor.

10.9.5.2 By Road

In case of the consignments despatched by road, the Contractor shall ensure

that the following is observed by himself and the Sub-Contractors:

i) Identify and obtain the correct type of trucks/trailors, keeping in view

the nature of consignments to be despatched.

ii) Care being taken to avoid all possible chances of damages during

transit to ensure that all packages are firmly secured.

iii) All consignment despatched by road shall be on "door delivery" and

freight paid basis & the destination shall be clearly marked.







the name of the office placing the contract, nomenclature of the stores and

include a schedule of parts for each complete equipment giving the part

numbers with reference to the assembly drawing and the quantity of each

part, drawings nos. and tag numbers.

10.10.5 Besides wherever necessary, packing shall bear a special marking "TOP","BOTTOM", "DO NOT TURN OVER", "KEEP DRY", "HANDLE WITH CARE",

etc.

10.10.6 All packing cases, containers, packing and other similar materials shall be

new and supplied free by the Contractor and same will not be returned unless

otherwise stated in the Contract.

10.10.7 Notwithstanding anything stated in this clause, the Contractor shall be entirelyresponsible for loss, damage or depreciation or deterioration to the materials

& supplies due to faulty and/or insecure packing.

10.10.8 One copy of respective standard manufacturer's erection instruction/operation

instruction manual shall be kept in each package/container for immediate

reference.

10.10.9 Each and every box (package) shall be marked with following :-

i. Name and address of Consignee :

ii. Project reference :

iii. Contract No.:







iv. Packing No.: (1/10, 2/10, 3/10 ...... when there are 10 packages for

one consignment)

v. Net Weight/Gross Weight :

vi. Port of Loading :

vii. Destination Port :

viii. Ultimate Destination :

ix. Packing Mark : (symbols indicating "TOP" and other special marking

as per 10.10.4)

x. Type of Equipment : "M" (for Main supply)

"C" (for Commissioning spares)

"T" (for Tools & Tackles)

"O" (for operating supplies)

"S" (for O & M Spares)

10.11 TYPE, QUALITY OF MATERIALS AND WORKMANSHIP

10.11.1 The Contractor shall be deemed to have carefully examined and to have

knowledge of the equipment, the general and other conditions, specifications,

schedules, drawings, etc. forming part of the Contract and also to have

satisfied himself as to the nature and character of the work to be executed

and the type of the equipment and duties required including wherever

necessary of the site conditions and relevant matters and details. Any

information thus procured or otherwise obtained from Purchaser/Consultant

shall not in any way relieve the Contractor from his responsibility and







contractual obligations for designing, manufacturing and supplying the Plant

and Equipment at site and executing the work in terms of the Contract. If the

Contractor shall have any doubt as to the meaning of any portion of the

Contract, he shall before signing it set forth the particulars thereof and submit

to Purchaser/Consultant in writing in order that such doubt may be removed.

10.11.2 The Equipment under scope of supply shall be of the best quality and

workmanship according to the latest engineering practice and shall be

manufactured from materials of best quality considering strength and

durability for their best performance. All material shall be new. Substitution of

specified material or variation from the method of fabrication may be

permitted with the prior written approval of the Purchaser/Consultant.

10.11.3 The Contractor shall procure and/or fabricate all materials and equipment inaccordance with all requirements of Central and State enactments, rules and

regulations governing such work in India and at site. This shall not be

construed as relieving the Contractor from complying with any requirement of

Purchaser/Consultant as enumerated in the Contract Specifications which

may be more rigid than and not contrary to the above mentioned rules, nor

providing such construction as may be required by the above mentioned rules

and regulations. In case of variance of the Contract Specification from the

laws, ordinance, rules and regulations governing the work, the Contractor

shall immediately notify the same to the Purchaser/Consultant. It is the sole

responsibility of the Contractor, however, to determine that such variance

exists. Wherever required by rules and regulations, the Contractor shall also

obtain the Statutory Authorities' approval for the plant, machinery and

equipment to be supplied by the Contractor.

10.11.4 Codes and standards referred in Contract documents shall be followed.

Codes and standards of other countries can be followed with the prior written







approval of Purchaser/Consultant, provided materials, supplies & equipment

according to the standard are equal to or better than the corresponding

standards specified in the Contract.

10.11.5 All meters, gauges, recorders and other types of indicating, integrating or

recording devices shall be calibrated in metric system and degree celsius.Where vernier attachments are related, English system gearing must be

changed to produce result on a true decimal (metric basis). Functional and

instruction plate shall be in English language.

10.11.6 Brand names mentioned in the Contract documents are for the purpose of

establishing the type and quality of products to be used. The Contractor shall

not change the brand name and qualities of the bought-out-items without the

prior written approval of the Purchaser/Consultant. All such products andequipment shall be used or installed in strict accordance with original

manufacturer's recommendations, unless otherwise directed by the


10.12 DRAWINGS AND DOCUMENTS

10.12.1 The Contractor shall supply all drawings and documents to the

Purchaser/Consultants as per Schedule-4 and as mentioned in the Contract

Specification.

10.13 ERRORS AND OMISSIONS

10.13.1 The Contractor shall be responsible for any discrepancies, errors and

omissions in the drawings, documents or other information submitted by him,

irrespective of whether these have been approved, reviewed or otherwise

accepted by the Purchaser or not.







10.13.2 The Contractor shall take all corrective measures arising out of discrepancies,

errors and omissions in drawings and other information referred to in para

10.13.1 within the time schedule and without extra cost to the Purchaser.

10.13.3 The Contractor shall also be responsible for any delay and/or extra cost ifany, in carrying out engineering and site works by other agencies arising out

of discrepancies, errors and omissions stated in paras 10.13.1 as well as of

any late revision/s of drawings and information submitted by the Contractor.

10.14 ACCEPTANCE OF THE UNIT

10.14.1 Mechanical Completion

10.14.1.1 On completion of erection of all the materials/items of equipment covered

under the scope of the Contract, a joint inspection will be carried out by the

Purchaser/ Consultant and the Contractor to verify physically that all

materials/items/equipment have been placed and erected properly and the

unit is ready for commissioning. A defects list will be prepared jointly.

10.14.1.2 On liquidation of the defects lists (except minor defects which in the opinion of

the Purchaser will not affect the commissioning of the unit), Mechanical

Completion Certificates shall be issued by the Purchaser/Consultant.

10.14.2 Commissioning

10.14.2.1 Commissioning shall include preliminary operation, initial operation, trial

operation and start of pumping electrical energy to grid.







10.14.2.2 Preliminary operation shall mean all activities after mechanical completion

upto commencement of initial operation and shall include mechanical and

electrical checkouts, calibration of instruments and protection devices,

commissioning of sub/supporting system and static chemical cleaning of the

Plant/System/Equipment covered under the Contract.

10.14.2.3 Initial operation shall mean all activities after completion of preliminary

operation upto commencement of trial operation and shall be the integral

operation of the complete Plant/System/Equipment covered under the

Contract which shall include first initial equipment rolling, equipment

strechout, dry out and no-load/partial load/ full load runs for

mechanical/electrical try-out and gathering of operational data calibration

setting and commissioning of control systems and shut-down inspection and

adjustment after running trial of the Plant/System/ Equipment covered underthe Contract.

10.14.2.4 After initial operation the Contractor has to intimate the Purchaser in writing

regarding the readiness of the unit for trial operation at least one week before

commencement of trial operations. However, Contractor has to satisfy the

Purchaser that all the equipment including services, autoloops and

instrumentations are tested and ready for trial operations.

10.14.2.5 The unit shall be trial operated by the Contractor in an integrated manner for a

period of 30 days at any required load (upto full load) in a safe and reliable

manner. During trial operations, the Contractor shall post sufficient number of

qualified personnel. The Purchaser shall for the purpose of start-up and

commissioning, provide operating personnel for normal operation, who shall

work under the instruction and guidance of the Contractor to familiarize

themselves with the system of operation. The trial operation shall also include

72 hours of continuous full load operation. During this 72 hours full load







operation, if any difficulty is experienced for the reasons attributable to the

Contractor the 72 hours operation shall be considered null and void and the

test shall be started afresh.

10.14.2.6 On successful completion of trial operation, the unit will be provisionally

"Taken Over" with a list of major/ minor defects and non-conformitiesprepared jointly by the Purchaser and Contractor. Purchaser reserves the

right to differentiate the defects as major or minor.

10.14.2.7 After provisional "Take Over", the Contractor shall take all steps to liquidate all

the defects in the system.

10.14.2.8 Readiness for "Performance Test" shall be intimated to the Purchaser in

writing at least 15 days before commencement of "Performance Test".

However, Contractor will be allowed to conduct "Performance Test" only afterliquidating all the major defects.

10.14.2.9 "Performance Test" and "Guarantee Test" shall mean such tests as are

prescribed in the specification to be done by the Contractor before the Plant is

taken over.

10.14.2.10 Performance Test may be conducted within one year from the date of

"Provisional Take Over" of the Fifth Unit. In case the Performance Test is

delayed for reasons attributable to the Contractor, aging factor shall not be

considered during "Performance Test". Results of the Performance Test shall

be submitted within 15 days of completion of performance to the Purchaser

for review and approval. The approval will be given within 30 days of

submission of results.

10.14.2.11 Commissioning of any equipment of the unit shall be deemed to be

successfully completed, when the following requirements are also met:







a. Unit is able to generate the rated power as per contractual

specifications and quality incorporated in this Contract.

b. Power consumption is within approved design values.

c. O & M Manuals & Drawings have been supplied to Purchaser.

d. Spares, as required, have been handed over to the Purchaser.

10.14.2.12 On successful completion of commissioning of the unit as per clause

10.14.2.11 and the Contractor has supplied the spares (for operation &

maintenance), the Commissioning Certificate shall be issued by the

Purchaser.

10.14.3 Final Take Over

10.14.3.1 After successful completion of Performance Test, the unit will be taken over

and the guarantee period starts from this date of Final Take Over.

10.14.3.2 Till the Final Take Over the Contractor shall provide qualified personnel to

guide the Purchaser's personnel.

10.14.3.3 Any non-conformity arising in the unit till Final Take Over shall be rectified by

the Contractor at his own cost Purchaser will not be held responsible for any

such non-conformities arising during this period

10.14.3.4 Purchaser reserves the right to declare the commencement of commercial

operation at his discretion on any day after first synchronisation. The

Contractor shall not be absolved of his responsibilities for the reason being

the commercial operation has started.







10.14.3.5 In case any stoppages are required for repairing/ replacing the parts of the

unit by the Contractor, the Purchaser shall release the unit for such repairs/

replacement at the convenience of the Purchaser which will be decided

considering site conditions.

10.14.3.6 Certificate for "Take Over" shall be issued by the Purchaser when :

a. All supplies and services have been completed as per Contract.

b. The Contractor has met any and all obligations under this Contract.

c. Final balance drawings/data, documentation, if any, incorporating

latest modifications in as built drawings has been submitted by the

Contractor in requisite copies.

d. The Contractor has rectified in a definite manner all

objections/observations mentioned in the "Commissioning Certificate".

10.15 SPARES, SPECIAL TOOLS & CONSUMABLES

10.15.1 Commissioning spares

i) The Contractor shall supply commissioning spares as may be required

upto commissioning free of cost by the Contractor. The list of

commissioning spares shall be as per Annexure-III.

ii) The price for the commissioning spares is included in the Contract

price for Equipment in Schedule-3. Should the commissioning spares

found to be inadequate, the Contractor shall supply further







commissioning spares within the time schedule to ensure that

commissioning is not held up.

Unused commissioning spares shall be the property of the Purchaser.

10.15.2 Mandatory Spares for Operation & Maintenance

i) The Contractor shall supply spares for operation & maintenance as

listed in the Technical Specification.

ii) The price of spares for operation and maintenance shall be included in

the Contract price as per Schedule-3. Itemised break-down of prices

shall be as per Annexure-IV.

iii) The list of such spares shall include such details as :

- Item number of equipment in Contract

- Designation

- Number per item

- Materials indicating chemical composition and physical

properties like fits and tolerances, finishes, heat treatment, etc.

- Manufacturing drawing number/ordering specification number.

- Catalogue reference.







iv) The Contractor shall supply complete ordering specification including

the list of suppliers to enable the Purchaser to procure operating and

maintenance spares for replacement beyond the period considered for

spares. Complete manufacturing drawings (except for the proprietary

items) with bill of materials and material specification and catalogues

with reference details shall also form part of such orderingspecification.

v) The identification of spares for operation and maintenance shall be

indelibly engraved on the parts within or on a label securely fixed to the

part.

vi) The Contractor shall undertake to supply operating and maintenance

spares at reasonable price at any time later during the life of the Plant(15 years) on request from the Purchaser. In case during the life of the

Plant, any spare(s) becomes obsolete or goes out of Contractor's

production programme, the Contractor shall serve prior written notice

of at least two months to the Purchaser to that effect and furnish

detailed manufacturing drawings to the Purchaser for such spares, if

not already furnished. Contractor shall also ensure that the Purchaser

is in a position to procure such spares in sufficient quantities at

reasonable prices before these become obsolete or go out of

production programme as stated above.

10.15.3 Recommended Spares

The Contractor shall submit a list of Recommended Spares as per

Annexure-VII prepared based on Contractor's experience with itemised price,

which shall also be kept valid for one year from the date of final take over.







Purchaser shall have the option of ordering additional spares other than

mandatory spares.

10.15.4 Special Tools

i) The Contractor shall supply as per Schedule-3, special tools, tackles,instruments and appliances for erection, testing, operating and

maintenance of the plant & equipment.

ii) While preparing the list of special tools, the Contractor shall include

such number of sets as he may recommend necessary from his own

experience.

iii) The Contractor shall provide ordering specification including thenames of suppliers giving sufficient details to enable the Purchaser to

procure at a later date when necessary such special tools, tackles,

instruments and appliances.

iv) Itemised break-up of price shall be as per Annexure-V.

10.15.5 Initial Fill, Oil, Lubricants & Consumables

i) The Contractor shall within the Contract price of the equipment as per

Schedule-3 supply all consumables including oils, lubricants, usual

stores and small materials and other consumables required for flushing

initial fill that will be required up to provisional take over including

rectification of defects therafter till defect liability period as per

Annexure-VI.







ii/ Quantities to be supplied shall include adequate extra to cover

wastage/breakage during transportation, storage, handling,

construction, erection and commissioning and takeover. Should it be

found that the quantities supplied are not adequate, the Contractor

shall supply further quantities within the time schedule and without any

extra cost to the Purchaser.

iii) The Contractor shall also furnish consumption rates/refilling of

consumables along with estimated annual requirement and ordering

specification to enable the Purchaser to procure these in time. The

Contractor shall furnish such information not later than twelve months

from the date of Letter of Award.

10.16 APPROVAL BY THE PURCHASER/CONSULTANT

10.16.1 Documents and drawings as mentioned in Schedule-4 & 11 shall be subject

to the approval of the Purchaser/ Consultant.

10.16.2 Drawings and documents as per Schedule-4 shall be subject to the review

and reference of the Purchaser/ Consultant.

10.16.3 All changes from the approved drawings/documents shall be subject to the

prior approval of the Purchaser/Consultant.

10.16.4 All Sub-Contractors and sub-suppliers as per Schedule-10.17 for raw

materials testing, design and engineering, manufacture, supplies, construction

and erection work and any other work/services covered under the Contract

shall be subject to the written approval of the Purchaser/Consultant.







10.16.5 While the Contractor shall make/execute/perform supplies, work and services

in terms of the Contract, the Purchaser shall have the right to check and

approve design, type, quality, quantity, materials and workmanship of any or

all items of supplies, work and services where considered necessary by the

Purchaser to ensure that supplies, work and services made/executed/

performed by the Contractor are in accordance with the provisions of thisContract.

10.16.6 The Chief Project Manager of Contractor who shall be in overall charge of the

Project and Site Manager at site shall be appointed in consultation with the

Purchaser.

10.16.7 Detailed assignment schedules of foreign Experts/ Specialist for rendering

technical services shall be submitted by the Contractor for the approval of thePurchaser within six months from the effective date of contract. The bio-data

of key personnel shall be submitted within two months of the effective date of

contract and for others six months before their deputation.

10.16.8 To enable the Purchaser to accord approval as per para 10.16.1 and to

review documents and drawings as per para 10.16.2, the Contractor shall

submit back-up data/ drawings/basic calculations/assumptions as may be

required by the Purchaser/ Consultant.

10.16.9 Where approval of the Purchaser/Consultant is required or implied but is not

specifically provided for elsewhere in this Contract, such approval shall also

come within the purview of this schedule.

10.16.10 Approval by the Purchaser/Consultant in terms of this schedule shall not

relieve the Contractor of any of his obligations under the Contract. The







Purchaser/ Consultant shall approve or refuse approval within 15 days from

the date of receipt of request with supporting documents.

10.16.11 The approval requested by the Contractor shall not be withheld unreasonably

by the Purchaser. All requests for approval shall be accompanied by fully

supporting documents, otherwise it shall not be considered as a request.

10.17 SUB-CONTRACTS

10.17.1 The Contractor shall not sub-contract the Contract Work in whole to third

parties for the performance of this Contract.

10.17.2 The Contractor shall be responsible for transmitting all the pertinent data of all

Contract terms and conditions with his Sub-Contractors / Sub-suppliers. TheContractor shall also furnish the specification, place of manufacture, delivery

schedule and adequate priced copies of supply orders/contract he has

entered into in respect of imported items and adequate copies of unpriced

supply order/contract in the case of indigenous items.

10.17.3 The Purchaser shall give approval or shall refuse approval in writing within 30

days of receipt of request along with all supporting details.

10.17.4 Bought-out items, critical components, proprietary items and equipment

manufactured and supplied by specialised manufacturers which the

Contractor intends to incorporate in the Contract Work shall also come within

the purview of the provision under schedule-10.16.4.

10.17.5 The approval extended by the Purchaser in selecting Sub-Contractors

recommended by the Contractor shall not discharge the later from his

Contract obligations. The Contractor shall remain solely liable for any action,







deficiency, and/or negligence on the part of his Sub-Contractors/

sub-suppliers.

10.17.6 The Contractor shall submit to the Purchaser unpriced copies of purchase

orders with technical specifications included in all orders placed on Sub

Contractors/Sub-Suppliers as soon as the respective orders have beenplaced by the Contractor.

10.17.7 In the event certain obligations extended by a Sub-Contractor to the

Contractor should extend beyond the guarantee period specified in the

Contract, the Purchaser shall automatically be entitled to the benefit thereof.

10.17.8 In no event shall the Purchaser be deemed to have any Contractual

obligations whatsoever in respect of Contractor's/ Sub-Contractors and/ortitle-holders of any sub-orders placed by the Contractor.

10.18 INSPECTION AND TESTS AT CONTRACTOR'S/ MANUFACTURER'S

PREMISES

10.18.1 The Purchaser or his authorised agent shall have the right of inspecting and

testing the contract work or any part thereof at any stage during the

manufacture and the Contractor on demand from the Purchaser shall carry

out such tests in appropriate manner in the presence and free of charge to

Purchaser in India & abroad. Should the Contractor himself not be in a

position to carry out the tests, he shall, on the Purchaser's demand prepare

specimen and samples and send them at his own cost to such testing stations

as the Purchaser may specify and the cost of the test so effected shall be to

the Contractor's account. However, cost pertaining to the Purchaser's

inspection personnel shall be borne by the Purchaser.







Should a part of the plant be manufactured not on Contractor's own premises

but on other premises, the Contractor shall like wise obtain permission for the

Purchaser/his authorised representative to inspect and test the work as if the

said plant were being manufactured on the Contractor's premises.

The inspection, examination or testing carried out by the Purchaser shall notrelieve the Contractor from any of his obligations under this Contract. The

inspection procedure will be discussed and finalised.

After signing of contract, the Contractor shall submit QAP to the Purchaser in

Consultant’s proforma indicating all tests/inspection/checks he proposes to

carry out at works. Purchaser/Consultant shall approve the above and

proforma for inspection call shall be given by the Consultant.

10.18.2 The inspection and tests shall be so conducted as not to unreasonably

impede the progress of manufacture.

10.18.3 The Purchaser shall have the right to be present during all tests carried out by

the Contractor. The Contractor on being requested so to act, shall present

sufficient documentary evidence that the material used will meet the specified

requirement. If called for, samples and specimen shall become the

Purchaser's property. The Contractor shall notify the contract work,

particularly before any assembly, in order that the inspection or tests can be

carried out as may be required to ascertain without prejudice to the

Contractor's liability, whether the materials and/or services are in conformity

with the requirement of the contract. All inspection and tests shall be carried

out as per the approved procedure unless otherwise specified.

10.18.4 The Contractor shall bear all costs of any and all inspections and tests. Where

special tests in addition to agreed tests are required by the Purchaser, the







Contractor shall bear the cost of the testing provided the Contractor is

convinced that within this/these special test(s) the quality of the equipment in

accordance with the specification can not be proved. If such special tests are

necessary based on the results of the agreed test, then cost of all such

special tests shall be to the account of the Contractor in all cases.

10.18.5 The Purchaser upon giving 7 days notice in writing and stating any grounds of

objection, shall have the right to reject any or all equipment or demand

rectification or replacement thereof.

10.18.6 The Contractor shall submit to the Purchaser quarterly programme of

inspection and tests one month in advance of the commencement of the

quarter. The Contractor shall give the Purchaser a minimum of 30 days clear

notice of any work being ready for inspection and tests specifying the periodlikely to be required for such inspection and tests. Thereafter, the Purchaser

or his inspector shall, unless inspection or test is voluntarily waived, attend at

the Contractor's or his Sub-Contractor's premises, such inspection and tests

within 7 days of the date on which the equipment is notified as being ready for

inspection and test. Should the Purchaser fail to attend such inspection and

test, the Contractor may proceed with the inspection and test at his option

which shall be deemed to have been made in the Purchaser's presence and

shall forthwith forward to the Purchaser copies of inspection/test certificates

for acceptance by the Purchaser. The proforma and number of copies for

inspection/test certificates shall be mutually agreed. However, if the

Purchaser request the Contractor for a revised date of inspection but within

15 days of the date of inspection as communicated by the Contractor, the

Contractor shall arrange the inspection on the revised date as requested by

the Purchaser.







10.18.7 In all cases whether at the premises or works of the Contractor or of any

Sub-Contractor, the Contractor shall, provide free of charge to the Purchaser

such labour, materials, electricity, fuel, water, stores, apparatus and

instrument and/or facilities as may reasonably be deemed required to carry

out efficiently such tests of the plant in accordance with the contract and shall

give all such facilities to the Purchaser or his authorised representative toaccomplish such tests.

10.18.8 When the inspection/tests have been satisfactorily completed at the

Contractor's or his Sub-Contractor's premises, the Purchaser shall issue a

certificate to that effect. If a final certificate can not be issued, a provisional

certificate shall be issued. If the tests were not witnessed by the Purchaser or

his representative the certificate shall be issued on receipt of the inspection

and tests report from the Contractor but not later than 30 days after thereceipt of the said report by the Purchaser. In the event a certificate is not

issued by the Purchaser during 30 days, the Contractor, if considered

necessary, can arrange despatch along with the certificate as stated in

10.18.6 with the clear understanding that if the Purchaser reject such

equipment at a later date, the Contractor shall rectify the same at his own cost

to the Purchaser's satisfaction. No Plant shall be shipped or left or otherwise

despatched before such certificate has been issued. The satisfactory

completion of these inspection and tests or the issue of the certificate shall not

bind the Purchaser to accept the work, should it on further tests during or

after erection be found not to comply with the Contract.

10.18.9 In case any equipment fails in inspection/tests, reinspection/retest shall be

carried out only after necessary rectification work/replacement by the

Contractor.







10.18.10 Subject to Schedule-10.18.8 above, no plant, equipment and material shall be

shipped before inspection certificate and despatch instructions have been

issued by the Purchaser/his authorised Inspector.

10.18.11 The Contractor shall furnish to the Purchaser/his authorised Inspector five (5)

copies of unpriced purchase orders including detailed technical specificationand drawings placed on his Sub-Contractors/Sub-Suppliers as soon as such

orders are placed by the Contractor, but in any case not later than two (2)

months before the expected date of the equipment getting ready for

inspection.

10.18.12 In the case of commissioning spares, operation & maintenance spares the

same shall be offered for inspection along with the main equipment or after

the main equipment has been satisfactorily inspected and tested.

10.18.13 In the case of such equipment, structurals etc. where tests set forth above

cannot be conducted either partially or fully in Contractor's/ Sub-Contractors

premises but have to be conducted at site only after erection, the provisions

under this schedule shall also apply. However, in such cases prior approval of

the Purchaser shall be obtained by the Contractor prior to despatch.

10.18.14 The items under the scope of repair shall be subject to inspection by

Purchaser at site/Contractor's workshops.

10.19 PARTICIPATION OF INDIAN ENGINEERS

The Contractor shall associate Purchaser's/Consultant's Indian Engineers in

the Design & Design Modification work being carried out abroad or in India.







10.20 STANDARD AND COMPLIANCE WITH LAWS & REGULATIONS

10.20.1 The design, engineering, manufacturing, assembly, erection, testing and

construction work shall be carried out in accordance with latest appropriate

Indian Standards and Codes unless otherwise specified in the Contractspecification. Where appropriate Indian Standards and Codes are not

available, appropriate latest standards and codes of Country of Origin shall be

used. Contractor shall however, obtain Purchaser's prior approval before

using such standards and codes of country of origin.

10.20.2 The Contract Work shall be designed to suit the climatic, geological,

hydrological, hydrogeological, seismological and soil conditions of the site.

Measures shall be taken against corrosion/erosion by ground water, stormsurge, floods, cyclones, wind speeds etc.

10.20.3 The Contractor shall, throughout the performance of this Contract comply

with all laws, rules, regulations and statutory requirements of Government of

India, Government of Odisha and other statutory bodies as far as such

bodies have jurisdiction over the Contract work or any part of the site.

10.20.4 If any new statutory regulation or law or modification of the existing regulation

or law comes into force subsequent to the Effective Date of Contract, the

Contractor shall comply with the same. However, if it calls for any modification

of the design/equipment with financial implication, the same shall be

discussed between the Contractor and Purchaser and mutually agreed.







10.21 PROTECTIVE PAINTING

The General Specification for painting and colour code etc shall be followed

by the Contractor for painting of equipment, steel structures etc as annexed to

the technical specification and rules issued along with invitation to tender.

10.22 WEIGHTS & MEASURES

10.22.1 All weights, dimensions and measures shall be in metric system.

10.22.2 All weights, instruments, measures used in the contracted equipment shall be

properly calibrated.

10.23 SECRECY, TITLES

10.23.1 All maps, plans, drawings, specifications, schemes and the subject matter

contained therein and all other information given to the Contractor by the

Purchaser in connection with the performance of the Contract Work shall be

held confidential by the Contractor and shall remain the property of the

Purchaser and shall not be used or disclosed to third parties by the Contractor

for any purpose other than for which they have been supplied or prepared.

The Contractor may disclose to third parties, upon execution of secrecy

agreements, such part of the drawings, Specifications or information if such

disclosure is necessary for the performance of the Work.

10.23.2 Maps, layouts and photographs of the Units including its surrounding regions

showing vital installation for national security of Purchaser's country shall not

be published or disclosed to the third parties or taken out of the country

without prior written approval of the Purchaser and upon execution of secrecy







agreements satisfactory to the Purchaser with such third parties prior to

disclosure.

10.23.3 Title to secret processes if any developed by the Contractor on an exclusive

basis and employed in the design of the equipment shall remain with the

Contractor. The Purchaser shall hold in confidence such processes and shallnot disclose such processes to the third parties without prior approval of the

Contractor and execution by such third parties of secrecy agreements

satisfactory to the Contractor prior to disclosure.

10.23.4 Subject to para 10.23.3, title to technical specifications, drawings, flow sheets,

norms, calculations, diagrams, inter-pretations of test results, schematics,

lay-outs and such other information which the Contractor has supplied to the

Purchaser under the Contract shall be passed on to the Purchaser. ThePurchaser shall have the right to use these for construction, erection, start-up,

commissioning, operation, maintenance, modifications and/or expansion of

the works including for the manufacture of spare parts.

10.23.5 The provision of para 10.23.1 to 10.23.3 shall not apply to information:

i) Which at the time of disclosure are in the public domain or which later

on become part of public domain through no fault of the party

concerned, or

ii) Which were in the possession of the party concerned prior to

disclosure to him by the other party, or

iii) Which were received by the party concerned after the time of

disclosure without restriction on disclosure or use, from a third party







who did not acquire such information directly or indirectly from the

other party.

10.24 REJECTION OF DEFECTIVE PLANT & WORKS OR OTHER

INSTALLATION

10.24.1 If the completed plant, or any portion thereof, before it is finally accepted be

found to be defective or fails to fulfil the requirements of the Contract, the

Purchaser shall give the Contractor notice setting forth particular of such

defects or failure and the Contractor shall forthwith make the defective plant

good, or alter the same to make it comply with the requirements of the

Contract. Should he fail to do so within a period of time as deemed

reasonable by the Purchaser and stated in the said notice, the Purchaser

may reject and replace at the risk and cost of the Contractor, the whole or anyportion of the plant, as the case may be, which is defective or fails to fulfil the

requirements of the Contract. However, such rejection/replacement by the

Purchaser shall not absolve the Contractor of any of his responsibilities under

this Contract.

10.24.2 In the event of such rejection, the Purchaser shall be entitled to the use of the

plant in a reasonable and proper manner for a time reasonably sufficient to

enable him to obtain other replacement plant.

10.25 CANCELLATION OF CONTRACT

10.25.1 If the Contractor shall neglect to execute work with due diligence or

expedition or shall refuse or neglect to comply with any reasonable order

given to him in writing by the Purchaser in connection with the work or shall

contravene the provisions of Contract, the Purchaser may give notice in

writing to the Contractor calling upon him to make good the failure, neglect or







materials, tools, tackles, construction plant or other things and properties of

the Contractor as may not have been used up in the completion of the work,

may be sold by the Purchaser and proceeds applied towards the payment of

such difference and the cost of and incidental to such sale. Any outstanding

balance existing after crediting the proceeds of such sale shall be paid by the

Contractor on the demand of the Purchaser, but when all expenses, cost andcharges incurred in the completion of the work are paid by the Contractor, all

such materials, tools, tackle, construction plant or other things not used in the

completion of the work and remaining unsold shall be removed by the

Contractor with the written permission of the Purchaser only. The maximum

liability of the Contractor to the Purchaser shall be the Contract price.

10.26 PROGRESS REPORT

10.26.1 The Contractor shall prepare and regularly update his detailed PERT/CPM

Networks and submit the same with computerised time analysis reports

showing starting and completion dates of all activities of engineering,

purchasing, procurement of materials, manufacture, inspection and despatch,

construction, erection etc. in his scope of work and those of his

Sub-Contractors.

10.26.2 The Contractor shall submit the progress report in such proforma and details

as may be required by the Purchaser showing the agreed detailed

programme of various activities as per clause 10.26.1 and actual progress

achieved to monitor the progress of the work.

10.26.3 The Contractor shall submit the progress report every month and in six (6)

copies. Purchaser will have the right to depute his/Consultant's

representatives at the premises of works of the Contractor/repair shop at site

or any of his Sub-Contractors to ascertain the progress of work.







10.26.4 The Contractor shall submit the progress photographs in three (3) copies

every month relating to the progress in sequence of work of all major

activities.

10.27 TRAINING

The Contractor's scope of services includes a training programme for

Purchaser’s personnel as per Contract Specification.

(Ref. Vol. – I, Section-IV, Clause – 7)

10.28 PATENTS

10.28.1 If the performance of the Contract involves the use of a patent, trade mark,

registered design, copy rights and/or industrial property rights of which the

Contractor holds the title , the Contractor shall not be entitled to any licence

fee, royalty and/or compensation from the Purchaser outside of the Contract

Price which shall be deemed to include such licence fee, royalty and/or

compensation.

10.28.2 Where the title holder of a patent, trade mark, registered design, copy rights

and/or industrial property rights used is a third party, the Contractor shall be

liable for settling with such party and paying any licence fee, royalty and/or

compensation thereon.

10.28.3 The Contractor shall submit to the Purchaser a certificate from the licensor

attesting technology of the licence granted.

10.28.4 In the event of any third party raising claim or bringing action against the

Purchaser including but not limited to action for injunction in connection with







third party's alleged rights affecting the equipment covered under the Contract

or the use thereof, the Contractor agrees and undertakes:

i) To defend and assist the Purchaser in defending at the Contractor's

cost against such third party's claim and/or actions and against any

law suits of any kind initiated against the Purchaser.

ii) To indemnify, keep indemnified and hold harmless the Purchaser

against all actions, claims, demands, costs, charges and expenses

raised by third parties and arising from or incurred by reason of any

infringement of patent, trade mark, registered design, copy rights

and/or industrial property rights by manufacture, sale or use of the

equipment supplied by the Contractor whether or not the Purchaser is

held liable for by any court judgement.

Provided, however, that :

a. The Purchaser shall, as soon as reasonably possible notify the

Contractor in writing of such third party's claim and/or action

and:

i. The Contractor shall at its own cost defend or assist the

Purchaser in defending its rights against any such

claims and/or actions :

ii. If the Contractor defends the case, the Purchaser shall

assist the Contractor free of charge by providing all such

information and documents as are available with the

Purchaser , save and except that in case of production of

any witness at the request or insistence of the Contractor







respect of any infringement of any rights protected by patent registration of

design of trade mark. In this connection, the Purchaser shall pass on all

claims made against him to the Contractor for settlement.

10.29.2 The Contractor assumes responsibility for and shall indemnify and save

harmless the Purchaser from all liability, claims, costs, expenses, taxes andassessments including penalties, punitive damages, attorney's fees and

court costs which are or may be required to be paid by the Purchaser

arising from any breach of the Contractor's obligations under the Contract

or for which the Contractor has assumed responsibilities under the Contract

including those imposed under any Contract local or national law or laws, or

in respect to all salaries, wages or other compensation or all persons

employed by the Contractor or his Sub-Contractors or suppliers in

connection with the performance of any work covered by the Contract. TheContractor shall execute, deliver and shall cause his Sub-Contractor and

suppliers to execute and deliver, such other further instruments and to

comply with all the requirements of such laws and regulation as may be

necessary thereunder to conform and effectuate the Contract and to protect

the Purchaser.

10.29.3 The Purchaser shall not be held responsible for any accident or damages

incurred or claims arising therefrom during the period of construction and

erection under the responsibility of the Contractor and putting into operation of

the plant under the supervision of the Contractor in so far as the latter is

responsible. However, the erection Contractor shall be liable for such

accidents as may be due to negligence on his part to carry out work in

accordance with Indian laws and regulations.

10.29.4 The Contractor shall be responsible for proper fencing, lighting, guarding and

watching of all works at site until they are taken over and further arrange







proper provisions for like period of temporary drainage, roadways, footways,

guards and fences as far as may be rendered necessary by reason of works

for accommodation and protection of the Purchaser's adjacent property and

that of, the public and others. No naked light shall be used by the Contractor

on the site otherwise than in the open air without the special permission in

writing from the Purchaser.10.30 TERMINATION AND SUSPENSION AND FORCECLOSURE

10.30.1 The Purchaser may at any time on breach of this Contract by the Contractor

give him a written notice of such breach. If the Contractor does not take

appropriate measure to the satisfaction of the Purchaser within a period of 30

days after issuance of such notice to remedy that breach, then the Purchaser

may terminate this Contract at any time thereafter stating therein the date of

termination. The Contractor shall then be liable to the Purchaser inaccordance with the schedule-10.25 hereinabove.

10.30.2 The Purchaser reserves the right to terminate this Contract at any time by

giving a notice of not less than 30 (thirty) days without assigning any reason.

The Contractor shall stop the performance of the Contract from the Date

of termination and hand over all the drawings, documents, plant, equipment,

supplies, material etc. including all the rights of work to the Purchaser. The

Purchaser shall pay to the Contractor the cost incurred as decided by the

Purchaser till the date of termination as compensation. No consequential

damages shall be payable by the Purchaser to the Contractor in the event of

termination.

10.30.3 The Purchaser may suspend the work in whole or in part at any time by giving

Contractor notice in writing to such effect stating the nature, the date and the

anticipated duration of such suspension.







10.30.4 On receiving the notice of suspension as per clause-10.30.3,the Contractor

shall stop all such work which the Purchaser has directed to be suspended

with immediate effect. The Contractor shall continue to perform other work in

terms of the Contract which the Purchaser has not suspended.

10.30.5 The Purchaser may at anytime cancel the suspension notice for all or any partof suspended work by giving written notice to the Contractor specifying the

part of work to be resumed and the effective date of suspension withdrawal.

The Contractor shall resume the suspended work as expeditiously as

possible after receipt of such withdrawal of suspension notice.

10.30.6 Any suspension of work by the Purchaser will not be for more than three (3)

days continuously and the total number of suspension will not be more than

seven (7) times and cumulatively the suspension period will not exceed 15days during contractual completion period. In the event of suspension of work

by the Purchaser for no fault of the Contractor completion period will be

extended accordingly. However, the Contractor shall be eligible for

compensation in case the suspension period exceeds the aforesaid period of

15 days. Additional costs, if any, suffered by the Contractor during the period

beyond 15 days of suspension will be metually agreed upon and

compensated accordingly by the Purchaser, if such suspension is not

attributable to the Contractor.

10.30.7 The contract shall be terminated if due to any unforeseen circumstances

which may lead to the foreclosure of the project for reasons such as resource

crunch, non-availability of funds, and for other administrative resource etc.

The Purchaser shall however, give 60 days prior written notice to the

Contractor of the effective date of termination.







Contractor will be compensated only for the quantum of work/services he

has rendered till effective date of foreclosure. Any other claims like

compensation for loss in profit, compensation for loss of reputation etc. or

any other consequential damages claimed by the Contractor will not be

given by the Purchaser.

10.31 TERMINATION OF SERVICES OF CONTRACTOR'S PERSONNEL

In the event any of the Contractor or his Sub-Contractors, personnel, agents,

sub-agents, assistants, or other employees shall be guilty of any misconduct

or be incompetent or insufficiently qualified or negligent in the performance of

their duties or it is undesirable for any administrative reasons for such person

to be employed, the Contractor, if so directed, shall immediately remove such

person or persons from employment thereon. Any person or persons so

removed shall not again be employed in connection with this Contract without

the written permission of the Purchaser. Any person so removed shall

immediately be replaced by a qualified and competent substitute at the

Contractor's cost and expenses. Should the Contractor be requested to

repatriate any person he shall do so and shall bear all costs and charges in

connection therewith.

10.32 FORCE MAJEURE

10.32.1 The following but not limited to constitute Force Majeure:

Acts of God, acts of Government and other causes as strikes, lockout or other

concerted action of workmen, war, sabotage, riots, civil commotion, police

action, revolution, flood, fire, earthquake and epidemic. However power cut

shall not be considered under force majeure conditions.







10.32.2 If the Contractor suffers delay in the due execution of the contractual

obligations due to delays caused by Force Majeure as defined above, the

agreed time of completion of the work covered by this contract of the

obligations of the Contractor shall be extended by a period of force majeure,

provided, that on the occurrence of any such contingency, the Contractor

immediately reports to the Purchaser in writing, the cause of delay withrequisite documentary evidence.

10.32.3 The decision of the Purchaser whether there is a Force Majeure condition or

not and whether extension of time shall be granted or not shall be decided

after mutual discussion and agreement amongst Purchaser, consultant and

the Contractor within 30 days of notice from either site..

10.32.4 Eventualities namely flood, fire, earthquake and war prevailing at thepremises of the Sub-contractor of the Contractor with the exception of strikes

and lock-outs, will also be considered as Force Majeure conditions provided

list of sub contractors is furnished b the Contractor at the time of release of

advance payment.

10.32.5 The Contractor or the Purchaser shall not be liable for delays in performing

his obligations resulting from any Force Majeure cause as referred to and/or

defined above. The date of completion will subject to hereinafter provided, be

extended by a reasonable time even though such cause may occur after the

Contractor's performance of his obligations has been delayed for other

causes.

10.32.6 No increase in price shall be payable due to Force Majeure. However any

benefit of price fall shall be passed on to the Purchaser. If circumstances of

Force Majeure occurred and shall continue for a period of 210 days, then

notwithstanding that the Contractor may be reasons thereof has been granted







extension of completion time, the parties shall mutually agree on further

procedures.

10.33 ARBITRATION

10.33.1 Any dispute or difference which may arise between the parties out of or inconnection with this Contract which the parties are unable to settle

amicably, shall be settled by reference to arbitration as per the Arbitration

and Conciliation Act 1996 and Rules of Arbitration of the Indian Council of

Arbitration. The venue of arbitration proceedings shall be Bhubaneswar,

India.

10.33.2 Each party shall bear its own expense with respect to any arbitration. The

cost of arbitration shall be borne in such manner as may be specified in the

award of the arbitrators. The final award by a majority of the arbitrators

rendered in writing shall be binding upon the parties.



10.33.3 Notwithstanding anything to the contrary contained herein, the work under the


arbitration proceedings and no payment due from the Purchaser shall be

withheld on account of such proceedings except to the extent which may be

in dispute, and the Purchaser shall be entitled to make recoveries of amounts,

if any, due from the Contractor as per the provisions of the contract except to

the extent which may be in dispute.







10.34 WARRANTY

10.34.1 The Contractor shall guarantee that the equipment shall be new and in

accordance with the Contract documents and be free from defects in design,

material and workmanship. The warranty period shall be 12 months from thedate of Final Take Over, however, for Controls and Instrumentation, the

warranty period shall be 18 months from the date of Final Take Over. Final

Take Over shall be 12 months from the date of Provisional Take Over of the

last unit even if the Performance Guarantee Tests cannot be successfully

completed due to reasons not attributable to the Contractor within the period

of 12 months from the date of Provisional Take over of the last unit.

The Contractor's liabilities shall be limited to the replacement of any defectiveparts in the equipment of his own manufacture or those of his

Sub-Contractors, under the normal use and arising from faulty design,

materials and/or workmanship. The plant shall be operated as per the

operating instructions and all records, log books and other information about

the operation will be kept. Such replaced defective parts shall be taken back

by the Contractor. No repairs or replacement shall be carried out by the

Purchaser or the Consultant, when the plant is under commissioning under

the supervision of the Contractor's Supervisory Engineers or during guarantee

period. The Purchaser may, however, carry out maintenance as per operation

and maintenance manual during the guarantee period as per accepted

practices. This, however, shall not dilute the Contractor's liability during the

guarantee period.

10.34.2 In the event of any emergency where, in the judgement of the Purchaser or

the Consultant, delay would cause serious loss or damage, repairs,

replacements or adjustments may be made by the Purchaser or the







Consultant or a third party chosen by the Purchaser or the Consultant without

advance notice to the Contractor and the cost of such work shall be paid by

the Contractor, or by the Surety. In the event of such action being taken by

the Purchaser or the Consultant, the Contractor shall be notified promptly and

he shall assist wherever possible in making the necessary corrections. This

shall not dilute the Contractor's liability under the terms and conditions of theContract.

10.34.3 Without prejudice to any other If it becomes necessary for the Contractor to

replace or renew any defective portions of the plant under this clause, the

provisions of this clause shall apply to the portion of the plant so replaced or

renewed until the expiry of 12 months from the date of such replacement or

renewal but not more than 24 months cumulatively from the date of final

takeover. However the BG should be extended suitably in such case. If anydefects be not remedied within a reasonable time, the Purchaser or the

Consultant may proceed to do the work at the Contractor's risk and costs, but

without prejudice to any other rights which the Purchaser may have against

the Contractor in respect of such defects.

10.34.4 The repaired or new parts will be furnished and erected free of cost at site by

the Contractor. If any repair is carried out on his behalf at the site, the

Contractor shall bear the cost of such repair.

10.34.5 The cost of any special or general overhaul rendered necessary during the

guarantee period due to defects in the plant or defective work carried out by

the Contractor, shall be borne by the Contractor.

10.34.6 The acceptance of the equipment by the Purchaser or the Consultant shall

not in any way relieve the Contractor of his obligations under this clause.







10.34.7 In case of these defective parts which are not repairable at site but are

essential for the commercial use of the equipment, the Contractor and the

Purchaser or the Consultant shall mutually agree to a programme of

replacement or renewal which will minimise interruption to the maximum

extent, in the operation of the equipment.

10.34.8 At the end of the guarantee period, the Contractor's liability ceases except for

latent defects. For latent defects, the liability period shall be upto 3 years after

the expiry of the guarantee period. In respect of goods supplied by the

Sub-Contractors to the Contractor where a longer guarantee (more than 12

months) is provided by such Sub-Contractors, the Purchaser shall be entitled

to the benefit of such longer guarantee.

10.34.9 The provisions contained in Clause "Replacement of Defective Parts andMaterials" shall not be applicable :

a. If the Purchaser has not operated the equipment according to the

generally approved industrial practices and in accordance with the

conditions of operation specified and in accordance with operating

manuals, if any.

b. In case of normal wear and tear of the parts.

10.34.10 All costs on account of this warranty obligations shall be to the account of the

Contractor.

10.34.11 The Contractor should furnish an Indemnity Bond in the prescribed format for

the equipment to be taken away from site for repair/rectification.







10.35 TESTS ON COMPLETION

10.35.1 The final tests so as to demonstrate performance guarantees shall be carried

out by the Contractor in the presence of Purchaser/Consultant within a

reasonable period of time from the date on which the plant is provisionallytaken over. Should the result of these test be not as specified, the tests shall

be repeated by the Contractor within one month from the date of plant is

made ready by the Contractor for retest.

10.36 ACCESS TO AND POSSESSION OF SITE

10.36.1 Subject to sub-clause 10.36.3 of this clause, access to and possession of the

Site shall be afforded to the Contractor by the Purchaser in reasonable time tostart the Contract Work as per agreed time schedule as specified in the

Contract.

10.36.2 In the execution of the work, no person other than the Contractor,

Sub-Contractor and his or their employees shall be allowed on the Site except

with the written permission of the Purchaser. Facilities to inspect the works at

all times shall be afforded by the Contractor to the Purchaser and his

representatives and other authorised officials.

10.36.3 The access to and possession of the Site referred to in sub-clause 10.36.1

shall not be exclusive to the Contractor but only such as shall enable him to

execute the works. The Contractor shall afford to the Purchaser and to other

Contractors whose names shall have been previously communicated in

writing to the Contractor by the Purchaser, reasonable facilities for the

execution of the work concurrently with his own.







10.39 CONSTRUCTION OF CONTRACT

10.39.1 The schedules and terms and conditions herein contained including

annexures shall construe the entire contract and understanding between the

parties and shall be binding on both the parties superseding all othercommunications which were made prior to the signature of the Contract,

whether written or oral between the parties hereto with respect to the subject

matter hereof.

10.40 RIGHTS OF PURCHASER TO VARY THE SCOPE

10.40.1 The Purchaser shall have the right, during the performance of the Contract,

to change the scope and/or technical character of the Project and/or of thesupplies and services stipulated in the Contract.

10.40.2 If any changes are required for completeness of the work as per

Schedule-10.7 the Contractor shall not be entitled to extra price or time.

10.40.3 In the event, the Purchaser requests a change as per Schedule-10.40.1 the

Contract price and time shall be adjusted upwards or downwards, as the case

may be and as shall be mutually agreed to. The Contractor shall not be

entitled to any extension of time unless such changes adversely affect the

time schedule.

10.40.4 The Contractor shall not change any work to be made pursuant to this

Contract except as may become necessary to enable him to meet his

technical obligations under this Contract, provided however that such

changes shall be subject to prior written approval of the Purchaser.







10.40.5 If any changes are required for completeness of the works as per Schedule

10.40.2, or the Contractor himself changes as per Schedule 10.40.4, the

Contractor shall not be entitled to extra price or time.

10.40.6 The Contractor shall proceed with the changes as requested as per Schedule

10.40.1 pending adjustment of Contract price and time schedule where soapplicable in terms of Schedule-10.40.3.

10.40.7 In the event that a request for changes by the Purchaser should affect the

guarantees of the plant/process, a readjustment of such guarantees shall be

agreed upon jointly, before the Contractor proceeds with the change.

10.40.8 Changes occasioned due to non-observance by the Contractor of the

provisions of this Contract or arising out of detection by the Purchaser oferrors in the documents or in works not in compliance with the design,

specifications & drawings or with the best engineering practice, shall neither

give rise to price adjustment nor extension of time. The Contractor shall take

immediate steps to restore the contractual position.

10.41 WAIVER

10.41.1 Non-enforcement by either party of any of the provisions of this Contract shall

not operate or constitute as a waiver of the provision itself or any subsequent

breach thereof.

10.41.2 The validity of the Contract shall not be affected, should one or more of its

stipulations be or become legally invalid and such stipulation is severable

from and not fundamental to the obligations of either party to this Contract. In

such a case, the parties shall negotiate in good faith to replace the invalid







amend, omit, add to or otherwise vary any part of the work. The

Contractor shall not vary or alter any of the work except in accordance

with a variation order from the Purchaser/Consultant. The Contractor

may, however, propose variations of the work to the


(ii) As soon as possible after receiving such notice the Contractor shall

submit to the Purchaser/Consultant :-

(a) A description of work to be performed.

(b) the Contractor's proposals for adjustment to Contract price.

If Purchaser/Consultant decides that the variation shall be carried out, he shall

issue a variation order clearly identified as such in accordance with theContractor's submission or as modified by agreement. The adjustment of

Contract price will be settled by mutual agreement.

10.44 APPLICABLE LAW

This Contract will be governed by Indian Laws. The procedural law for

arbitration is also Indian Law.

10.45 NOTICES

10.45.1 All notices under this Contract shall be given in writing and shall be deemed

sufficiently given when delivered either in person or by fax or by registered

mail addressed to the other party at its address set forth in the contract

agreement with a copy to the nominated representative at site.







10.45.2 If any such notice is delivered by hand, it shall be duly acknowledged and if

given by fax it shall be confirmed by Registered Letter within seven days of

the date of such notice. Either party shall by notice in writing inform the other

party of any change of its address as stated under 10.45.1 for receiving such

notices.

10.45.3 Date of notices under Schedule-10.45.1 shall be the date of receipt of such

notice by the receiving party. The address of Purchaser for notice is the office

of the General Manager, Balimela Power House, Balimela, Dist : Malkangiri,

Odisha – 764051, India.

The above address may be changed in case Purchaser decides so, at a later

date.

The Contractor's address for notice is :-

-----------------------------------------

-----------------------------------------

-----------------------------------------

10.46 LANGUAGE

10.46.1 All documents, instructions, catalogues, brochures pamphlets, design data,

norms and calculations, drawings, operation, maintenance and safety

manuals, reports, labels, on deliveries and any other data shall be in English

Language.

10.46.2 The Contract documents and all correspondence between the

Purchaser/consultants and the Contractor shall be in English language.







10.46.3 However, all signboards required to indicate "Danger" and/or security at site

and otherwise statutory required shall be in English, Odia & Hindi languages.

10.47 STATUTORY AND OTHER REGULATIONS

10.47.1 The Contractor shall comply with all the statutory obligations of Government

of India/State Government of Odisha applicable at site and the Purchaser

shall not be liable for any action of the statutes applicable due to

non-fulfillment of statutory obligations by the Contractor.

10.47.2 Explosives shall not be used at the site by the Contractor.

10.47.3 The Contractor shall give all notices and pay all fees required to be given orpaid under any Central or State statute, ordinance or other law or any

regulation or by-law of any local or other duly constituted authority in relation

to the execution of the Contract Work.

10.47.4 The Contractor shall conform in all respects with the provisions of any statute,

ordinance or laws as aforesaid and the rules, regulations or by-laws of any

local or other duly constituted authority which may be applicable to the works

or to any temporary works and with such rules and regulations of public

bodies as aforesaid and shall keep the Purchaser indemnified against all

penalties and liabilities of every kind for breach of any such statute,

ordinance, law, rule, regulation or by-law.

10.47.5 Except where otherwise specified, the Contractor shall pay all tollage and

other royalties, rent and other payments or compensation, if any, for materials

required for the work or in connection therewith.







10.47.6 All operations necessary for the execution of the works and for the

construction of any temporary works shall so far as compliance with the

requirements of the Contract permits be carried on so as not to interfere

unnecessarily or improperly with the public convenience or the access to use

and occupation of public or private roads and footpaths or of properties

whether in the possession of the Purchaser or any other person and theContractor shall save harmless and indemnify the Purchaser in respect of all

claims demands, proceedings, damages, costs, charges and expenses,

whatsoever arising out of or in relation to any such matters.

10.47.7 The Contractor shall use every reasonable means to prevent any of the

highways and bridges communicated with or on the routes to the site from

being damaged or injured by any of his or any of his Sub-Contractor's traffic

and in particular shall select routes, choose and use vehicles and restrict anddistribute loads so that any such extraordinary traffic as will inevitably arise for

moving of plant and materials from and to the site shall be limited as far as

reasonably possible so that no unnecessary damage or injury may be

occasioned to such highways and bridges. For any damage caused by the

breach hereof, the Contractor shall be solely responsible.

10.47.8 The Contractor must take sufficient care in moving his construction plants and

equipment from one place to another so that they may not cause any damage

to the property of the Purchaser, particularly to the existing structures and

overhead and underground services and in the event of Contractor's failure to

do so, the cost of such damages shall be borne by the Contractor.

10.48 LABOUR

10.48.1 Labour Rules







In respect of all labour directly or indirectly employed on the works by the

Contractor,the Contractor shall comply with and implement all the provisions

of the Contract Labour (Regulation and Abolition) Act 1970, or any

amendment thereof, and all legislations and rules of the State and/or Central

Government or other local authority formed from time to time governing the

protection of health, sanitary arrangements, wages, welfare and safety oflabour employed on the works and the Contractor shall be deemed to be the

Principal Purchaser for this purpose. The rules and other statutory obligations

with regard to fair wages, welfare and safety measures, maintenance of

register etc. will be deemed to be part of the Contract. The Contractor will get

himself registered with the concerned statutory authorities as provided in the

Act and shall be directly responsible to the authorities thereunder for

compliance with the provisions thereof.

10.48.2 Provision of Minimum Wages Act and Payment of Wages

i) The Contractor shall comply with the provisions of the Minimum

Wages Act 1948, the Payment of Wages Act 1936 or any other rules

made thereunder by the Government of Odisha in respect of all

employees employed by him or his Sub-Contractor directly or indirectly

for the purpose of carrying out the works. In the event of retrenchment

of workers by the Contractor or Sub-Contractors employed by the

Contractor during or after the completion of the work, the retrenchment

compensation and other benefits will be paid by the Contractor to the

workers as per the Industrial Dispute Act.

ii) If any money shall, as a result of any claim or application made under

the said acts, be directed to be paid by the Purchaser, such money

shall be deemed to be money payable to the Purchaser by the

Contractor and/or failure by the Contractor to repay the Purchaser, any







money paid by the Purchaser as aforesaid, latest within 30 days after

the same shall have been demanded from the Contractor, the

Purchaser shall be entitled to recover the same from any money due

or accruing to the Contractor under this or any other contract with the

Purchaser, failing which such amount shall be considered as debt due

from the Contractor to the Purchaser.

iii) The Contractor shall comply with the provisions of by-partite and

tripartite agreement entered into by the Purchaser from time to time

with the Labour Unions and/or the circulars issued by the Purchaser

regarding payment of minimum wages and benefits applicable.

10.48.3 Reporting of accidents to labour.

The Contractor shall be responsible for the safety of his and his

Sub-Contractors' workmen and employees. All accidents at site are to be

immediately reported to the required authorities. The Contractor shall be

responsible for all such accidents.

10.48.4 Provision of Workmen's Compensation Act

The Contractor shall be liable for in respect of any damages or compensation

payable by law in respect of or in consequence of any accident or injury to

any workmen or other person in the employment of the Contractor or any of

his Sub-Contractors and the Contractor shall save harmless and shall

indemnify and keep indemnified the Purchaser against all such damages and

compensation and against all claims, demands, proceedings, costs, charges

and expenses, whatsoever, in respect thereof or in relation thereto. The

Contractor shall at all times indemnify and keep indemnified the Purchaser

against all claims for compensation under the provisions of the Workmen's







Compensation Act 1923 (VIII of 1923) or any other law for the time being in

force by or in respect of any workmen employed by the Contractor or his

Sub-Contractors/agencies in carrying out the Contract and against all costs

and expenses or penalties incurred by the Purchaser in connection therewith.

In every case in which by virtue of the provisions of Section-12,

Sub-Section(1) of the Workmen's Compensation Act 1923, the Purchaser isobliged to pay compensation to a workmen employed by the Contractor or

his Sub-Contractor/ agencies, the amount of compensation so paid and

without prejudice to the rights of the Purchaser under Section-12, Sub-Section

(2) of the said Act, the Purchaser shall be at liberty to recover such amount or

any part thereof from the security deposit or from the sums due or to become

due to the Contractor (whether under this Contract or any other Contract).

The Purchaser shall not be bound to contest any claim made against himunder Section-12, Sub-Section (i) of the said Act, except on the written

request of the same or his Sub-Contractors/agencies and upon their giving to

the Purchaser full security for all costs for which the Purchaser might become

liable in consequence of contesting such claims.

10.48.5 Labour Returns

The Contractor shall submit periodical statements of labour employed by him

in the proforma prescribed by the Purchaser.







10.48.6 Labour Camps

The Contractor shall, at his own expense, make adequate arrangements for

housing, electricity, road, supply of drinking water and provision of latrines

and urinals for his staff and labour, disposal of sewerage and sullage.Drinking water and power supply will be provided at a single point near the

colony by the Purchaser. However, power consumption will be charged at the

appropriate rate.

10.48.7 Preservation of peace

The Contractor shall take requisite precautions and use his best endeavour to

prevent any riotous or unlawful behaviours by, or amongst his workmenand/or others employed on the works by him or his Sub-Contractors and for

the preservation of peace and protection of the inhabitants and security of the

property in the neighbourhood of the works/site. In the event of the Purchaser

requiring the maintenance of a special police force at or in the vicinity of the

site during the tenure of the Contract in consequence of the riotous or

unlawful behaviour by, or amongst the Contractor's or his sub-Contractors

workmen and/or others staff employed by him/them, all expenses thereof and

costs of all damages due to such riotous or unlawful behaviour shall be borne

by the Contractor and if paid by the Purchaser, shall be recoverable from the

Contractor from any money due or that may become due to the Contractor by

the Purchaser.

10.48.8 Payment of wages

i) The Contractor shall make regular and prompt payment of wages to

the labourers engaged in the work and in no case shall the payment be







delayed more than seven days following the period for which the

wages are due. The Contractor shall send a certificate to the

Purchaser to this effect every month. If it is found that workers are not

paid regularly, the Contract is liable to be terminated.

ii) The Purchaser shall have the right to enquire into and decide againstany complaint alleging that the wages paid by the Contractor to any

labourer for the work done by such labourer is less than the wages

paid for similar work in the neighbourhood.

iii) As a number of Contractors may be working at the same time in the

erection of different parts of the site, there is need for pursuance of a

co-ordinated policy in regard to employment, wages and other

conditions of work. The Contractor shall consult the Purchaser on allsuch matters to arrive at mutually agreed settlements.

10.48.9 Sanitary arrangements

The Contractor shall comply with all sanitary rules in force and carry out all

sanitary measures and permit inspection of all sanitary arrangements at all

reasonable times by the Purchaser.

10.48.10 Infectious diseases

The Contractor shall employ such persons as are found to be free of

contagious diseases and shall produce if required by the Purchaser,

certificate of fitness of all his employees working at site. The Contractor shall,

if required by the Purchaser, subject to all his employees to regular medical

check up and produce satisfactory evidence of their being free from any

contagious disease.







10.48.11 The Contractor shall remove from his labour camp such labour and their

families who refuse protective inoculations and vaccination when called upon

to do so by any competent authority.

10.48.12 Medical facilities at site

The Contractor shall provide medical facilities at the site as per rules in force

in relation to the strength of the Contractor's staff and workmen deployed at

site.

10.48.13 Observance by Sub-Contractors

The Contractor shall also be responsible for the observation of all the aboveclauses by his Sub-Contractors.

10.49 RESTRICTION OF VISITORS

The Contractor shall not allow any visitors on the works except with the prior

written approval of the Purchaser.

10.50 WORK PERMIT, PASSPORT, SECURITY PASS ETC.

The Contractor shall be responsible for arranging and obtaining at his own

cost, the necessary work permits, passports, visas, police permits and

expenses for customs duty related to personal and other effects of any

personnel employed or engaged by him for work, who are non-residence of

India. Security pass can be obtained from police authorities at Balimela.

OHPC will recommend and assist in obtaining the passes. Contractor should







not claim for delay in case of delay in obtaining security passes. The

Contractor will take responsibility of obtaining Security passes.

10.51 GENERAL

No director or official or employee of the Purchaser shall in any way bepersonally bound or liable for the acts or obligations of the Purchaser under

the contract or answerable for any default or omission in the observance or

performance of any of the acts, matters or things or conditions which are

herein contained.

10.52 GENERAL LIABILITY PROVISION

The rights and obligations of the parties are finally and conclusively defined inthis Contract.

10.53 TRANSFER OF TITLES

10.53.1 The title of ownership and property to all goods materials equipment etc shall

pass to the Purchaser as per the terms and conditions of this contract after

the Contractor as effected the despatch of the same to "Consignee" and the

Contractor has prepared necessary documentation for handing over the same

to Purchaser authorised representative, provided however, such passing of

titles of ownership and property to the Purchaser shall not in any way

absolved, dilute or diminish the responsibility and obligations of the Contractor

under this Contract including loss or damage and all risks which shall vest

with the Contractor till the successful commissioning as per this Contract.







10.54 SAFETY

The Contractor shall abide by the Safety Code for Contractors which is given

in Schedule-11.

*********







SCHEDULE-11

SAFETY CODE FOR CONTRACTORS

11.1 GENERAL

Safety is the responsibility of every employee individually and collectively.

11.1.1 Head of the deptt. should ensure that a copy of this Contractor's Safety Code

is handed over to every Contractor working under his control and he should

in turn display all rules on the office notice board for the benefit of all the men

working under him.

11.1.2 The Contractor shall in connection with provide adequate guards,

illumination, fencing and watching wherever necessary at the construction

site & working area, for the safety & convenience of public or others.

11.1.3 Fire extinguishers adequate in number shall be kept by the Contractor at the

site of works where there is risk of fire hazard, especially near the site stores.

11.1.4 Adequate washing facilities with proper drainage shall be provided properly

maintained near the place of work but at a safe distance from railway tracks

and busy roads.

11.1.5 When work is to be done near any place, where there is risks of drowning,

arrangements to be made for safe barricading of such areas. All necessary

equipment shall be provided and kept ready for use and necessary steps

taken for prompt rescue of any person in danger and adequate provision







shall be made for prompt first-aid treatment of all injuries likely to be

sustained during the course of the work in case of mishap.

11.1.6 To ensure effective enforcement of the rules and regulations relating to

safety precautions, the arrangements made by the Contractor shall be open

to inspection by the Safety Engineer, the Labour Officer, Engineer-in-chargeof the department or their representatives.

11.1.7 Notwithstanding the above clauses, there is nothing in those to exempt the

Contractor from the operation of any other Act or Rule in Republic of India for

the safety of men and materials.

11.1.8 An injury sustained in the plant, must be reported to the First-Aid Station no

matter how slight it is, the injured person will inform Supervisor/Officerin-charge.

11.1.9 In case of a fatal accident, the Contractor must inform the Engineer in-charge

of the department for which he is working. and report in writing should be

made in the form.

11.1.10 Smoking or keeping of naked light is strictly prohibited near gas lines, valves

and any other equipment connected with the gas distribution.

11.1.11 Smoking and carrying of matches, lighters and other spark producing devices

is strictly prohibited within the area where inflammable liquids are stored,

handled or used or where loading or unloading operations are performed.

Any tank or container containing flammable liquid should be properly

grounded for preventing ignition due to static electricity spark. Contractor

should ear-mark such areas and provide necessary warning signals.







11.1.12 Contractors should ensure that employees do not come to work while still

under the influence of intoxicants. Any employee found on duty under the

influence of liquor or of intoxicating drugs, will be liable to severe disciplinary

action.

11.1.13 Work surrounds should be kept clean, free from oil, grease and otherobstructions or fallen objects like nuts bolts etc.

11.1.14 After a job or work is completed, all left-over junk and other scrap materials

should be cleared from the area immediately.

11.1.15 Drums or other make-shift arrangement must not be used in place of ladders

or as work benches or supports for any job.

11.1.16 Employees must not walk through or across any operating units unless their

duties require them to do so or they are authorised to do so.

11.1.17 Compressed air should not be used for removing dust from one's clothes.

Compressed air should not be blown against anyone as it may injure or even

kill him.

11.1.18 If an employee, in the course of his work, encounters condition of unusual

hazard with which he is not familiar, he should contact the supervisor for

advice before proceeding further. He should also inform the Contractor as

well as the Engineer in-charge.

11.1.19 Contractors should particularly ensure that they or their employees do not

meddle with any equipment and see that they keep away from such

equipment.







11.2.10 The Head of Deptt. executing the contract upon the satisfaction that the

Contractor is not conforming to the Safety requirements may direct stoppage

of work and require the Contractor to remedy the defects. The Contractor

shall not proceed with the work until he has complied with each directions to

the satisfaction of such Head of the Department.

11.2.11 The Contractor shall be fully responsible for accidents caused due to him or

his agents or workmen's negligence or carelessness in regard to the

observance of the safety requirements and shall be liable to pay

compensation for injuries.

11.2.12 Without prejudice to the right conferred by the clause 2.11 above for

stoppage of work for violations of safety requirements the Contractor shall be

liable for penalty as deemed fit for violation of safety rules & regulations uptofirst two instances. For the third violation he shall be liable to be debarred

from further contracts upto a period of one year from the date of issue of

debarring notice.

11.2.13 The Head of the Safety Engg. Deptt. or the Head of the Deptt. executing the

contract will assess the penalty amount having regard to the circumstances,

in particular, the nature and gravity of the violation. After issuing a notice to

the Contractor to show cause why the amount specified therein shall not be

imposed as a penalty and considering the cause shown by the Contractors, if

any, he shall pass final orders which shall then be final and binding on the

Contractor. The penalty amount will be recoverable from any bill and/or

EMD/SD of the Contractor without any further reference to him.

11.2.14 Whenever work, at height is involved, Contractor must obtain height passes

from Safety Engg. Deptt. for those persons required to do work at height.







11.2.15 Contractor must insure all the workmen against "Workmen Compensation

Act."

*********







ANNEXURE-XII

PROFORMA FOR COMPOSITE BANK GUARANTEE FOR SECURITY

DEPOSIT, PAYMENT AND PERFORMANCE

NOTE:

1. This Guarantee has to be furnished by a Nationalised Bank/ Scheduled Bank

operating in India. (If it is from a first class foreign bank, it must be counter-

guaranteed by State Bank of India or any Scheduled bank operating in India.)

2. The Bank Guarantee should be furnished on Stamp Paper of appropriate

value.

3. The Stamp papers should be purchased in the name of Bank executing the

Guarantee.

_________________________________________________________

Bank Guarantee No. ____________

Date ____________

To:

Dear Sirs,

1. In consideration of the Odisha Hydro Power Corporation Limited a companyincorporated under the laws of India and having its registered office atBhubaneswar , Odisha 751022, India (hereinafter called OHPC) having agreedto exempt, M/s…………………………………………………………………………………………………. (herein after called “the said supplier”) from the demand , under the termsand conditions of the purchase order no. ……………………… dated…………………….(hereinafter called “the said purchase order”) of securitydeposit for satisfactory performances of services ( as detailed in the saidpurchase order) during the guarantee period ( as detailed in the said purchaseorder) and for the fulfillment by the suppliers of the terms and conditionscontained in the said purchase order for rupees……………………………..against any loss damage caused to for suffered or







would be caused to or suffered by OHPC any reason or any breach by the saidsupplier(s) of any terms and conditions contained in the said purchase order.

We………………………………………………………………..Bank Limited(hereinafter referred to as “The Bank”) at the request of the said supplier dohereby undertake to pay OHPC and amount not exceeding RS.……………………… (Rupees …………………) against any loss damage causedto for suffered or would be caused to or suffered by OHPC any reason or any

breach by the said supplier (s) of any terms and conditions contained in the saidpurchase order.

2 We…………………………………………………………………Bank limited dohereby undertake to pay the amount due any without any demur, nearly ondemand from OHPC stating that the amount claimed ins due by way of loss ordamaged caused to or would be caused to or suffered by OHPC by reason ofbreach by the said supplier or any of the terms and conditions contained in thesaid purchase order or by reason of said supplier’s failure to perform the contract

3. We the ………………………………….Bank Limited undertake to pay OHPC anymoney so demanded not withstanding any disputes raised by the supplier in suit

or proceeding pending before any court or tribunal relating thereto, our liabilityunder this present being absolute and unrevocable.

This payment so made by us under this bond shall be a valid discharge of ourliability for payment there under and the supplier shall have no claim against usfor making such payment.

4. We ………………………………………………………..the Bank limited furtheragree that , the guarantee herein contained shall remain in full force and effectduring the period that would be taken for the performance of the said purchaseorder and that it shall continue to be enforceable till all the dues of OHPC, underor by virtue of the said agreement having been fully paid its claims satisfied ordischarge until Managing Director, OHPC certifies that , the terms and conditionsof the said agreement have been fully and properly carried out by the saidsupplier and accordingly , discharges this guarantee. Unless a demand claimunder this guarantee is made on us in writing on or before the expiry of 32months fifteen days from the date of issue of the purchase order , we shall bedischarged from all liability under this guarantee thereafter.

5. We the ………………………………………………………….Bank Limited furtheragree with OHPC that OHPC shall have the fullest liberty , without our consentand without affecting in any manner our obligation hereunder , to vary any of theterms and conditions of the said agreement to extend time of performance by the

said supplier and to forbear or enforce any of the terms and conditions relating tothe said agreement we shall not be relieved from our liability by reasons of any







such variation , postponement or extension being granted to the said supplier orby any such matter of thing whatsoever which under the law relating to suretieswould but for this provision have effect of so relieving us.

6. This guarantee will not be discharged due to the change in name, style andconstitution of the Bank or the supplier.

7. We the ………………………………………………………………Bank limited lastly

undertake not to revoke this guarantee during this currency except with theprevious consent of OHPC in writing.

8. We or our Bank at Bhubaneswar (Name &Address of the local bank) are liableto pay the guaranteed amount depending on the filing of the claim and any partthereof under this Bank Guarantee only and only if you serve upon us or ourlocal bank at Bhubaneswar awritten claim or edemand and received by us or bylocal branch at Bhubaneswar on or before dt…………………….otherwise bankshall be discharged of all liabilities under this guarantee thereafter.

Dated the ……………………………………….Day of ………………………………2013.

WITNESS SIGNATURE ____________________

(Principal name) _____________

1. ________________________ Designation

_________________

(Signature with name in Staff Code No.

_______________

Block letters and with Banker's Common Seal

Designation) Attorney as per Power of

Attorney No.__________________

2. ________________________ Dated __________________

(Signature with name in

Block letters and with

Designation)

*********







ANNEXURE-XIII

PROFORMA FOR COMPOSITE BANK GUARANTEE FOR PAYMENT OF

ADVANCE

NOTE:

1. This Guarantee has to be furnished by a Nationalised Bank/ Scheduled

Bank. In case of bank guarantee from a first class foreign bank it should be

counter-guaranteed by State Bank of India or a Scheduled bank operating

in India.


value.


Guarantee.

__________________________________________________________

Advance Payment Guarantee No: ___________

Place: ___________

Date: ___________

To:

Dear Sirs,

1. In consideration of the Odisha Hydro Power Corporation Limited a companyincorporated under the laws of India and having its registered office atBhubaneswar , Odisha 751022, India (hereinafter called OHPC) having agreedto exempt, M/s…………………………………………………………………………………………………. from the demand , under the terms and conditions of the purchase orderno. ……………………… dated ……………………. of security deposit for

payment of advance on production of bank guarantee for Rs.…………………………………… (Rupees …………………………..) .







We………………………………………………………………..Bank Limited(hereinafter referred to as “The Bank”) at the request of the said supplier dohereby undertake to pay OHPC and amount not exceeding RS.……………………… (Rupees …………………) against non fulfillment of theterms and condition of the purchase order / non excution of the purchase orderin due date.

2 We…………………………………………………………………Bank limited dohereby undertake to pay the amount due any payable under this guaranteeagainst non submission of Bank Guarantee for security deposit for payment ofadvance as per the terms and conditions of the said purchase order within 15days of the issue of purchase order.

3. We the ………………………………….Bank Limited undertake to pay OHPC anymoney so demanded not withstanding any disputes raised by the supplier in suitor proceeding pending before any court or tribunal relating thereto, our liabilityunder this present being absolute and unrevocable.

This payment so made by us under this bond shall be a valid discharge of ourliability for payment there under and the supplier shall have no claim against usfor making such payment.

4. We ………………………………………………………..the Bank limited furtheragree that , the guarantee herein contained shall remain in full force and effectduring the period that would be taken for the performance of the said contractand that it shall continue to be enforceable till all the dues of OHPC, under or byvirtue of the said agreement having been fully paid its claims satisfied ordischarge until Managing Director, OHPC certifies that , the terms and conditionsof the said agreement have been fully and properly carried out by the saidtenderer and accordingly , discharges this guarantee. Unless a demand claimunder this guarantee is made on us in writing on or before the expiry of One yearand 15 days from the date of issue of the purchase order , we shall bedischarged from all liability under this guarantee thereafter.

5. We the ………………………………………………………….Bank Limited furtheragree with OHPC that OHPC shall have the fullest liberty , without our consentand without affecting in any manner our obligation hereunder , to vary any of theterms and conditions of the said agreement to extend time of performance by thesaid supplier and to forbear or enforce any of the terms and conditions relating tothe said agreement we shall not be relieved from our liability by reasons of anysuch variation , postponement or extension being granted to the said supplier or

by any such matter of thing whatsoever which under the law relating to suretieswould but for this provision have effect of so relieving us.







ANNEXURE-XIV

PROFORMA FOR CUSTODY-CUM-INDEMNITY BOND

(To be used for materials to be issued free or goods/materials ownership of

which passed on the Purchaser before construction/ repair/erection/ testing/

commissioning)

(on Non-judicial Stamp paper of value not less than Rs 50.00)

Proforma for custody-cum-Indemnity Bond for the work of ........

To

In consideration of the Odisha Hydro Power Corporation Ltd., (hereinaftercalled the Company which expression shall unless repugnant to the subject

or content include his successors and assigns having agreed under the

terms and conditions of the contract no....................................

dated....................made between............................ and the Company in

connection with........................to permit the contractor to receive

goods/materials(specify the quantity and name of the materials) of the

contract rate of item for supply the value of Rs...................interalia on

production of Indemnity-cum-custody bond, we do hereby undertake and

agree to indemnify and keep indemnified the company from time to time to

the extent of Rs............. (Rupees.....................................................only)

against any loss or damage, costs, charges and expenses caused to or

suffered by the company by reason of the................... failing to take proper

care and custody of the goods/materials and/or failing to properly use in the

job as per contract and hand over the completed job in terms of the

agreement aforesaid or not complying the instructions which may be given

from time to time during the continuance of the agreement and we further







undertake to unconditionally pay the amount claimed by the company on

demand and without demur to the extent aforesaid.

We.......................hereby further undertake to use the said

goods/materials in terms of the contract aforesaid and further keep safely,

preserve and maintain or caused to be kept safely preserved or maintainedall plant machinery equipment and all materials for erection till the date of the

preliminary acceptance thereof in terms of the agreement and any damage,

breakage, loss during this period will be solely to our Account and we would

make necessary arrangement proper replacement/repair as desired by the

Company.

We.......................further agree that the company shall be sole judge

of and as to whether there has been any breach of the terms and conditionsof this bond and as to the extent of the loss, damage costs charges and

expenses caused to or suffered by the Company.

We .......................further agree that our liability under this bond

shall not be discharged because of the change in the constitution of the

Company/or the extension of the time or for any indulgence by the company

granted to us.

(Contractor)







ANNEXURE-XV

SAMPLE FORMAT FOR JOINT DEED OF UNDERTAKING .

JOINT DEED OF UNDERTAKING BY THE PARENT/HOLDING COMANYWITH THE CONTRACTOR (Indicative condition)

(To be furnished in Non-Judicial Stamp Paper of value not less than Rs.100/-)

This Deed of Undertaking executed this th day of. . . . . . . . . . . . . . .2013 by . . . . . . .

(Name of the Parent/Holding Company). . . . . . . . . . . , a Company incorporated under the Law

of the . . . (country). . . . and having its Registered Office at . . . (complete address). . . . . .

(hereinafter called . . . . . . . . or “Parent/Holding Company” which expression shall include its

successors, executors and permitted assignees) and . . . . .(Name of the Bidder/ contractor). . .

. ., a Company incorporated under the law of . . . . . . . . . . . . .( Country) having its registered

office at . . . . (Complete address). . . . . . .(hereinafter called “. . . . . . ” or “Contractor”’ which

expression shall include its successors, executors and permitted assigns) in favour of Odisha

Hydro Power Corporation Limited, Odisha, a Company incorporated under the companies Act1956 having its registered office at Bhubaneswar (hereinafter called the “Purchaser” which

expression shall include its successors, executors and assignees),

WHEREAS the Purchaser is desirous of getting the work done for Renovation and

Modernisation with New Turbine-Generator set of Units 1 to 6 of Balimela Power House at

Balimela, Malkangiri, Odisha, India ( as per the detail scope of work as given in tender

specifications for the Odisha Hydro Power Corporation Limited, Odisha as per its tender No. . . .

. …….. . . .

AND WHEREAS “. . . . . . . . .(Contractor)” being a subsidiary of Parent/Holding Company hassubmitted its Bid vide its letter No. . . . . . . . . . dt. . . . . . . . . based on technical and financial

credentials of the Parent/Holding Company with the consent of the Parent/Holding Company

AND whereas the contractor and the Parent/Holding Company have agreed that the

Parent/Holding Company and the contractor would be jointly responsible to the Purchaser for

the overall scope of work including performance as per the contract.

NOW, THEREFORE, THIS UNDERTAKING witnessed as under:

1. That in consideration of the award of contract by the Purchaser (hereinafter referred to as

the “Contract”) we, the Parent/Holding Company and Contractor do hereby declare and







guarantee that we shall be jointly bound unto the Purchaser for the successful

performance of the overall scope of the work including performance. Further, we the

Parent/Holding Company and the Contractor hold ourselves jointly responsible for the

timely execution of all activities in accordance with the contract.

2. Without prejudice to the generality of the Undertaking in para 1 above, the methodsof achieving the objectives set forth above shall be as follows:

(a) The Parent/Holding Company shall be responsible for providing necessary technical

assistance to the Contractor for execution of the work. Further the Parent/Holding

Company shall extend their quality surveillance to the contractor during design,

engineering, manufacture of plant & equipment and erection of plant & equipment,

commissioning, etc. at the Purchaser’s Project Site. Without prejudice to the overall

responsibility for the successful commissioning of the Renovation and Modernisation with

New Turbine-Generator set of Units 1 to 6 of Balimela Power House at Balimela,

Malkangiri, Odisha, India the Parent/Holding Company shall, in addition, depute technicalexperts from time to time, as required to the Project site.

(b) The Parent/Holding Company and the Contractor will be responsible for the quality of

work, manufacture, and timely delivery of all the major equipments for the Renovation and

Modernisation with New Turbine-Generator set of Units 1 to 6 of Balimela Power House at

Balimela, Malkangiri, Odisha, works as per the Contract Schedule.

(c) The Contractor shall erect and commission and carry out testing at his works .as per the

Contract in accordance with the Parent/Holding Company advice, procedure and

guidance for his portion of the scope of work. The Contractor will be responsible for the

timely completion of all the activities related to the Contract.

3. In the event of any breach in the performance of the obligations set forth above, we the

Parent/Holding Company and the Contractor, shall pay the loss or damage to the

Purchaser on its demand.

4. We, The Parent/Holding Company and the Contractor agree that this undertaking shall be

irrevocable and further agree that this Undertaking shall continue to be enforceable till the

end of warranty period under the Contract. We further agree that this Undertaking shall







be without prejudice to the various liabilities of the Contractor including Security Deposit

Bank Guarantee and Additional Performance Bank Guarantee as well as other obligations

of the Contractor in terms of the Contract.

5. The Performance, rights and responsibility of the Parent/Holding Company and the

Contractor shall be in accordance with the Contract and further the liability of the

Contractor/ Parent/Holding Company under this undertaking shall not in any case exceedthe limits as stipulated in the Contract.

IN WITNESS WHEREOF the Parent/Holding Company and the Contractor have, through

their authorized representatives executed this Undertaking and affixed Common Seals of

their respective Companies, on the day, month and year first above mentioned.

1.WITNESS For Parent/Holding Company

Signature:

Name

Designation: (Authorized Signatory)

Office Address Seal of the Company

2.WITNESS For Bidder/Contractor

Signature:

Name

Designation: (Authorized Signatory)

Office Address Seal of the Company




UNIT # 1 to 6 (6x60MW)R & M WITH NEW TG SET



ANNEXURE-XVI

PROFORMA FOR ADDITIONAL PERFORMANCE BANK GUARANTEE TO BE

FURNISHED BY PARENT/HOLDING COMPANY

1. This Guarantee has to be furnished by a Nationalised Bank/ Scheduled

Bank operating in India. (If it is from a first class foreign bank, it must be

counter-guaranteed by State Bank of India or any Scheduled bank

operating in India.)


value.


Guarantee.

_______________________________________________________

Bank Guarantee No. ____________

Date ____________

ToOdisha Hydro Power Corporation Limited……………………

Dear Sirs,

1.0 In consideration of the Odisha Hydro Power Corporation Limited, Odishahereinafter referred to as OHPC, which expression shall unless repugnant to thecontext or meaning thereof, include its successors, administrators,representatives and assignees, having awarded to M/s.................................................... (Bidder's Name) with its Registered Office at........................... ................ hereinafter referred to as the “Contractor” a Contract

for the …………………….vide the Letter of Award No. ……………………..dated………….and the same having been unequivocally accepted by………………(Bidder’s Name) resulting in a Contract which was awarded on the







strength of Joint Deed of Undertaking dated ……….. hereinafter referred to as“Undertaking” given by …………..(Bidder’s Name) and by ………….(Parent/Holding Company’s name) with its Registered Office at………………(herein after referred to as Parent/Holding Company whichexpression shall, unless repugnant to the context or meaning thereof,include its successors, administrators, representatives and assignees) andthe Parent/Holding Company having agreed to provide a Additional Performance

Bank Guarantee amounting to…………….to OHPC for the faithful performanceof the Contract on the Terms and Conditions specified in the “Undertaking”dated………..

2.0 We ………………. (Bank) …………………………(Address) having its HeadOffice at ……………. (herein after referred to as the “Bank” which expressionshall, unless repugnant to the context or meaning thereof, include itssuccessors, administrators, representative and assignees) do hereby guaranteeand undertake to pay to OHPC on mere demand any and all monies to theextent of ……….. (Currency and Amount in figures)……………as aforesaid andat any time up to …………… from the date of Letter of Award and till theobligations under the Contract are completed without any demur, reservation,

contest or recourse or protest and /or without any reference to Parent/HoldingCompany.

3.0 The Bank do hereby undertake not to revoke this Guarantee during its currencywithout previous written consent of OHPC and further agrees that the Guaranteeherein contained shall continue to remain enforceable till OHPC discharges thisGuarantee.

4.0 Any such demand made by the OHPC on the Bank shall be conclusive andbinding, not withstanding any difference between OHPC and Parent/HoldingCompany pending before any Court, Tribunal, Arbitration or any other Authority.

5.0 OHPC shall have the fullest liberty without affecting in way the liability of theBank under this Guarantee, from time to time, to extend the time of performanceof the Contract of the Contractor and the Parent/Holding Company.

6.0 OHPC shall have the fullest liberty without affecting this Guarantee to postponefrom time to time the exercise of any powers vested in them or of any right whichthey might have against to the Contractor and the Parent/Holding Company andto exercise to same at any time in any manner, and either to enforce or toforbear to enforce any covenants, contained or implied in the said Contract orUndertaking or any other course or remedy or security available to OHPC.

7.0 The Bank shall not be released of its obligations / liabilities under these presentsby any exercise by OHPC of its liberty with reference to the matters aforesaid orany of them or by reason of any other acts or omissions or commissions on the






part of OHPC or any other indulgence shown by OHPC or by any other matter orthing whatsoever which under Law would, but for the provision, have the effect ofrelieving the Bank from its obligations. The Bank also agrees that OHPC at itsoption shall be entitled to enforce this Guarantee against the Bank as a principaldebtor, in the first instance without proceeding against the Contractor orParent/Holding Company and not withstanding any other security or Guarantee