OHPC Balimela Volume 2

OD8HA HYDRO POWER CORPORATON LMTED
NTERNATONAL COMPETTVE BDDNG

TENDER 8PECFCATON TENDER 8PECFCATON TENDER 8PECFCATON TENDER 8PECFCATON
FOR FOR FOR FOR
RENOVATON & MODERN8ATON RENOVATON & MODERN8ATON RENOVATON & MODERN8ATON RENOVATON & MODERN8ATON
WTH WTH WTH WTH
NEW TURBNE GENERATOR 8ET NEW TURBNE GENERATOR 8ET NEW TURBNE GENERATOR 8ET NEW TURBNE GENERATOR 8ET
OF OF OF OF
UNT8 1 TO 6 {6 X 60 MW} OF BALMELA POWER UNT8 1 TO 6 {6 X 60 MW} OF BALMELA POWER UNT8 1 TO 6 {6 X 60 MW} OF BALMELA POWER UNT8 1 TO 6 {6 X 60 MW} OF BALMELA POWER
HOU8E HOU8E HOU8E HOU8E
D8TT. MALKANGR,OD8HA,NDA D8TT. MALKANGR,OD8HA,NDA D8TT. MALKANGR,OD8HA,NDA D8TT. MALKANGR,OD8HA,NDA

VOLUM VOLUM VOLUM VOLUME EE E- -- -
GENERAL CONDTON8 OF CONTRACT GENERAL CONDTON8 OF CONTRACT GENERAL CONDTON8 OF CONTRACT GENERAL CONDTON8 OF CONTRACT

PREPARED BY PREPARED BY PREPARED BY PREPARED BY

MECON LMTED, RANCH MECON LMTED, RANCH MECON LMTED, RANCH MECON LMTED, RANCH

DOCUMENT NO. MEC/11/83/10FX/T8/01 DOCUMENT NO. MEC/11/83/10FX/T8/01 DOCUMENT NO. MEC/11/83/10FX/T8/01 DOCUMENT NO. MEC/11/83/10FX/T8/01

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.

INDEX TO VOLUMES

VOLUME I : NOTICE INVITING TENDER

VOLUME II : GENERAL CONDITIONS OF CONTRACT

VOLUME III: TECHNICAL SPECIFICATION
(MECHANICAL & CIVIL)

VOLUME IV : TECHNICAL SPECIFICATION
(ELECTRICS & C&I)

VOLUME V : TECHNICAL SPECIFICATION
(DRAWINGS)



VOLUME II
GENERAL CONDITIONS OF
CONTRACT


TS VOL II Contents Page 1 of 5

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
& Repair
50 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 210
4.1 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 Purchasers
Personnel
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 210
SCHEDULE - 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 210
10.7 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 210
10.17 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 210
10.40 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)


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 PURCHASERS 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 Unit
1 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 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 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 materials
including 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 Purchasers 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 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.

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 and
Contractor 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)



3)

Indian Assignee who shall be entitled to receive payments in Indian Rupees in
consideration of the supplies and services to be rendered by the Indian Assignee in
India.

1)
2)
3)

The Contractor shall submit letters of authorisation from Indian Assignee in India/
Sub-Contractor(s) indicating the scope, the supplies & services of the Indian
Assignee in India/ Sub-contractor(s).

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/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

(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

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 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 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.



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

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

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 and
on the terms and conditions contained hereinafter.

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.




Article-3

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

Manager,
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 :

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(______).

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).

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 / 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 within
15 (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



Annexure-XIV : Custody-cum-Indemnity Bond.

(Annexure Nos. I to VII shall be submitted by the Tenderer along with the
tender which shall be finalised after mutual agreement with the successful

Article-9

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 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 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.



CONTRACT AGREEMENT (CONTRACT NO. 3)

CONTACT FOR COMPREHENSIVE INSURANCE, CUSTOMS & PORT CLEARANCE
OF IMPORTED EQUIPMENT, INLAND TRANSPORTATION, STORGAE AND
PRESERVATION OF IMPORTED AND INDIGENOUS EQUIPMENT, DISMANTLING,
MODIFICATION, CIVIL WORK, BUILDING, STRUCTURAL WORK, OTHER
TECHNICAL SERVICES, OVERALL CO-ORDINATION, ERECTION, TESTING, TRIAL
RUN, COMMISSIONING, DEMONSTRATION AND ESTABLISHMENT OF
PERFORMANCE GUARANTEE PARAMETERS FOR BOTH IMPORTED AS WELL AS
INDIGENOUS PLANT AND EQUIPMENT SUPPLIED BY THE PURCHASER 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
1 to 6 of its Balimela Power House at Balimela in Odisha which includes interalia
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

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 and



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

undertake comprehensive insurance, customs & port clearance and inland
transportation of imported equipment, storage and preservation of imported and
indigenous equipment, dismantling, modification, civil works, building, structural
work, other technical services, overall co-ordination, erection, testing, trial run,
commissioning, demonstration and establishment of performance guarantees for
both imported as well as indigenous plant and equipment supplied by the
Purchaser for R & M work as per Schedule-2 Scope of work and Services and
Schedule-8 Contract Specification to this Contract subject to and on the terms
and conditions contained hereinafter.

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.


Article-3

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

Manager,
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).

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-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 and indigenous Equipment & Materials etc.
alongwith weights.

Annexure-II : List of components to be repaired in India.

Annexure-III : List of Commissioning Spares (imported and indigenous).
Annexure-IV : List of Mandatory Spares for operation and maintenance
(imported and indigenous)
Annexure-V : List of special tools & tackles
Annexure-VI : Not Applicable to this Contract
Annexure-VII : Not Applicable to this Contract
Annexure-VIII : Training Programme for Purchaser's personnel.
Annexure-IX : Requirement of Contractors at site.
Annexure-X : Resource Deployment Schedule.
Annexure-XI : Schedule of Supervisory Personnel.
Annexure-XIV : Custody-cum-Indemnity Bond.

(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

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 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 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.
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 hereinafter
defined 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 this
contract 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



or sixty (60) days from the date of Letter of Acceptance (LOA), whichever is
earlier.

1.5 "Commissioning" shall mean integrated activity covered under "Preliminary
Operation", "Initial Operation", "Trial Operation" and start of pumping electrical
energy to grid.

1.6 "Contract" shall mean and include this Contract between the Purchaser and
the Contractor duly signed by the parties thereto, for the execution of the
Works together with all documents annexed/attached therewith.

1.7 "Contractor"/"Successful Tenderer" shall mean the Tenderer whose
tender has been accepted by the Purchaser and on whom the Contract has
been awarded by the Purchaser and shall include his heirs, legal
representatives, successors and permitted assignees.

1.8 "Contract Drawings" shall mean the designs, plans, drawings, diagrams,
tracings and prints thereof and details which are required to be supplied by
the Contractor as per terms of the Contract for the execution of the Works and
shall include the ones approved by the Purchaser/ Consultant.



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 indicated
above 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 the
Inspector.
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/or
the 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 or
referred 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 mandatory
spares 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 takeover
including 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 1
st
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, the
Contractor 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



trucks/ trailers, build his own stores (covered, uncovered, air-conditioned, if
necessary) for the proper storage of equipment, maintain the stores and all
related documents and records, transport the new/renewed equipment to site
for erection purpose. All security arrangements also shall be made by the
Contractor. Space only for stores and site office shall be made available, free
of cost, to the Contractor by the Purchaser.

The Contractor shall be responsible for proper and neat storage and also
undertake conservation of all consignments including damaged boxes. During
storage of equipment, the Contractor shall take into account deterioration and
carry out the reconservation of the complete equipment/parts/supplies as may
be necessary as per the storage instructions of the Manufacturer of
equipment/components. The Contractor shall also supply the consumables
required for such reconservation work and repair/replace parts required
thereof for the proper functioning of the equipment after erection and
commissioning. Purchaser will provide space for stores buildings to the
Contractor near the Power House.

2.7.3 The Contractor shall take the equipment from stores and transport the same
to erection site. In case of dismantling & repair, the Contractor shall take the
equipment/components from site to their repair shop (preferably most of the
repair work shall be done at site only) and transport back the same to site
after repair. The Contractor shall also make arrangement for sending the
equipment/component abroad, if required, for repairing and to bring back to
site after repair.

2.7.4 The Contractor shall unpack and do visual checking against physical
damages to the equipment/cases, clean equipment before start of erection as
well as before taking delivery in case of equipment/components required for
repair. Damages/shortage, if any, will be reported to the Purchaser/



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
Contractors 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 the
Purchaser/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 erection
tools & 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 the
Engineer.

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 its
process 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 these
works 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 the
Contractor 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 by
the 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.



2.10.5 The Contractor will provide proper facilities to the Purchaser or his authorised
representative for inspecting his temporary electrical installation as and when
required. The Contractor will immediately attend to the defects so pointed out
during this inspection including replacement of faulty cables, switches etc.

2.10.6 Power supply to Contractor's Housing complex, employee colony with
charges as applicable by WESCO shall be the responsibility of the Contractor.

2.10.7 Cost of electrification from one feeder point at site to different locations shall
be borne and paid by the Contractor.

2.11 Demonstration of Performance Guarantee

2.11.1 The Contractor undertakes to demonstrate the Performance Guarantee Tests
and achieve the rated generation in a sustained manner and also the other
parameters as specified in Schedule-9.

2.11.2 Power Generation Guarantee

The Contractor guarantees that the Material & Equipment shall comply with
the generation guarantee described in Schedule-9 hereto.

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
Land will be allotted on free of charge for the purpose of Site Office, Stores
and fabrication yard.



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 any
reason 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 bidders 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 Purchasers 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.



2.15.20 Preparation of final project completion report after completion of the project
including in built features and final adjustments.

**********



SCHEDULE-3

3.0 CONTRACT PRICE

3.1 The total price in respect of the scope of supplies and services for the entire
works 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 fighting
arrangements (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



meaning according to the International Rules for the interpretation of Trade
Terms (INCOTERMS current edition prescribed by International Chamber of
Commerce). The ocean freight, marine insurance charges, customs and port
clearance charges, inland freight from the port of clearance to site shall be
included in the Contract price (in Indian Currency) and shall be paid by the
Contractor.

3.6.1.1 Some imported equipment/components may be required to be processed in
India in Sub-Contractor's works. The Contractor shall take the responsibility
of identifying and packing them separately, clear such equipment/components
from Indian port and customs after their arrival at Indian port and the
Contractor shall arrange to despatch them to their Indian manufacturer's
works through Road Transport preferably accompanied by an escort.

The Contractor shall furnish a Custody-cum-Indemnity Bond for the landed
cost of such imported components to indemnify the Purchaser.

3.6.1.2 In respect of all imported equipment, the Contractor shall be responsible for
the clearance of the equipment from customs and port, transport the
equipment to site and unload and till commencement of erection, store them
properly in his store at site. All the equipment should be covered by the
Contractor's Comprehensive Insurance Policy till they are erected,
commissioned and handed over to the Purchaser.

3.6.1.3 The Contractor shall endeavour to make payment of customs duties for all
imported equipment/components availing available benefits/concessions.
Purchaser shall render assistance in this regard by way of issue of related
declarations/certificates etc. However, for indigenous supplies and services,
custom duty, if any, included in the contract price shall be borne and paid by
the Contractor. The Purchaser shall have no liability in this regard.



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.



3.7.2 The prices for supply of all Indian supplies and services shall be firm and shall
not be subject to any escalation whatsoever till completion of works.
3.8 For Architectural works :

1. The rates must be quoted for complete work at site. The rates quoted shall
be firm during the entire period of contract. The rates shall include Sales Tax,
Octroi, Royalty , Toll tax, Excise Duty ,VAT, Work contract tax, cess or any
other taxes levied or leviable by Central or State Governments or any local
Authorities/Bodies. No part of such taxes on contractors labour or material
shall be paid by the Employer who shall not entertain any claim whatsoever
in this regard. Decision of the Employer in this regard shall be final and
binding.
2. The quantities of the various items indicated in the BOQ forming part of this
contract are approximate and are subject to any variations (+/-) based on the
ground strata, final detailed drawings and instructions issued during the
execution of work and other conditions under which the works are executed.
OHPC reserves the right to make variations (+/-) in the quantities or delete
any of the item(s) altogether from the BOQ and/or order extra items to be
executed or substitute the item in the BOQ, such variations (+/-) shall no way
affect this contract. The rates quoted by the contractor and accepted as per
these contract documents shall be firm and the contractor shall not be entitled
to any revision in rates due to any variation in quantities of items shown in the
BOQ.
3. Payment shall be on the basis of quantum of work actually carried out. Item
rates shall remain valid for any +ve variation (+) in the estimated quantities up to
50 % of original BOQ . Extra item of work and rates other than BOQ shall be
either as derived from the Tender items or from analysis of material and labour.
However if quantity exceeds 50% of the BOQ rate will be analysed as per
actual input.
**********



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 10
calculation

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.

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



---------------------------------------------------------------------------------------------------------------
12. Instrumentation and 10
control schemes and
sequence logic diagrams,
List of Instruments and
Instruments data sheets,
Panels and desk front
view diagrams, Control
room layout drawings.

13. Design criteria, general 10
arrangement and layout
drawings for pipework and
ductwork.

14. Plans for safety measures. 10

15. Equipment list and motor 10
list (for information).

---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
ii. Design and Engineering:
1. Technical Data sheets of Turbine, 10
Generator , Generator Transformer,
Unit Aux. Transformer and



all other equipment under
new supply

2. GA and sectional drawings 10
for foundations of buildings
and equipments including
cable routes etc.

3. Outline architectural 10
drawings of new unit
control room

4. Structural design drawings 10
(supported by design calculations)



---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
5. Equipment General arrange- 10
ment and major assembly and
sub-assembly drawings
(including equipment for
various services)

6. General arrangement of 10
control desks etc

7. Colour schemes 10

Note : After approval, all approved drawings and documents shall be submitted
by the Contractor in 10 copies, unless otherwise required by Purchaser.



B. DRAWINGS/DOCUMENTS FOR INFORMATION/REVIEW
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

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 instrument
pipe 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 and
instrumentation 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)

------------------------------------------------------------------------------------------------------------
No. 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 case
drawing 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.



4.2.4.4 Development of L-3 network schedules, during execution stage as per
requirement.

Renovation work of draft tube gates (including arresting leakage through
primary and secondary concrete) and EOT crane will be completed before
taking up dismantling and renovation works of TG equipment.

4.2.5 Within four weeks from the Effective Date of Contract, the Contractor shall
submit to the Purchaser/ Consultant preliminary list of all drawings and
documents by title using the approved numbering system and indicating the
schedule of submission of drawings in conformity with the time schedule
given in Schedule-4.2.1. This list shall be updated and submitted by the
Contractor at the end of every quarter.

4.2.6 Detailed assignment schedules of specialists/ Experts for rendering technical
services shall be submitted by the Contractor for the approval of the
Purchaser within three 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.

4.2.7 Drawings of equipment shall be supplied at least one month before shipment
of the equipment.
4.2.8 All as built drawings shall be submitted by the Contractor before Final Take
Over.

4.2.9 Erection Instructions for the Plant and Equipment shall be supplied by the
Contractor at least one month before the shipment of the Material &
Equipment.



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 site
unless 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



10.32 (Force Majeure) and for those attributable to the Purchaser, then the
Contractor shall pay to the Purchaser as agreed Liquidated Damages as
follows :

The Contract shall bear liquidated damages @0.5% per week of delay or part
there of subject to a maximum of 10% of Contract Price of the R & M with
New TG work excluding taxes & duties and price for spares.

Recovery of Liquidated Damages for delay shall be made from the amounts
payable to the Contractor under the contract.

4.9.1.1 The Contractor shall promptly notify the Purchaser any event or conditions
which might delay the completion of supply in accordance with the approved
schedule and the steps being taken to remedy such a situation.

4.9.2 Liquidated Damages for non-fulfillment of Performance Guarantee
values

4.9.2.1 The liquidated damages for non-fulfillment of guarantee values, detailed
divisions and percentages shall be as per Schedule-9.

4.9.2.2 The liquidated damages as stated in 4.9.2.1 shall be separately payable. Due
to non-fulfillment of overall performance guarantees of the plant, Contractor
shall be liable to pay damages upto a maximum of 10% of the total contract
price of the R & M with New TG work excluding taxes & duties and price for
spares.
.
4.9.3 Payment of Liquidated Damages shall in no way relieve the Contractor from
his contractual obligations under the contract.



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 of
specifications, 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 the
material & 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, welding
transformers, 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 of
their 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 be
updated 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 Contractors 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 percentage
and 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 Tax
shall 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 be
made 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 time
frame 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 from
site. 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 by
the 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).

**********



SCHEDULE-6

6.0 TERMS OF PAYMENT

The payment for the performance of the works under the Contract will be
made by the Purchaser with the Contractor only as per the guidelines and
conditions specified herein. All payments made during the Contract shall be
on account payment only.

6.1 Adjustable Mobilisation Advance Payment:

6.1.1 10% of Contract Price for main supplies and services (excluding price
towards mandatory spares) shall be paid as adjustable mobilisation
advance payment after signing of contract by the parties on submission of
invoice and against Bank Guarantee for 110% of the advance amount
and Bank Guarantee towards Security Deposit (Contract Performance
Guarantee) in prescribed format.

The mobilization advance paid to the contractor shall be adjusted on
prorata basis while making progress payments for supplies and for
services. If the contractor fails to adhere to the individual/item-wise delivery
schedule, then interest at prevailing rate as applicable for cash credit
facilities to the Purchaser, will be levied by the purchaser for the unadjusted
advance in the respective scope of work. The period of interest shall be
from the date of credit of the advance in the Account of the Contractor to
the date of certification of receipt of consignment for supplies / date of
certification of completion of service rendered for getting respective
progress payment for the service (i.e. erection work at site), by the
purchaser.



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 Mobilisation
Advance 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 listed
under 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 the
components 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 Contractors
bill/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 the
services 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 generating
Units.
(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 correct
invoices 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 Purchasers account.



ii) Local currency (Indian Rs) payment would be made to the Contractor
on certification of bills by Purchaser.

iii) Reimbursement of applicable Indian Sales Taxes Excise Duties,
Custom duties etc. would be first paid by the Contractor/Contractor's
Indian representatives to the concerned authorities and would be
subsequently reimbursed on production of claim alongwith proof of
payment made by the Contractor.

iv) Purchasers Paying Authority :
Deputy General Manager (Finance)
O.H.P.C. Ltd., O.S.P.H. & W. Corporation Building,
Janpath, Bhubaneswar 751022.

6.10.4 Bank Guarantees for Foreign Currency payment shall be issued by State
Bank of India/a scheduled Indian bank including Foreign Bank operating in
India. In case the same are issued by a first class foreign bank (not operating
in India), they must be counter guaranteed by State Bank of India or a
scheduled Indian bank.

6.10.5 Within 60 days of signing of Contract, the Contractor shall furnish detailed
billing and dispatch schedules as detailed in clause 10.8 of Schedule-10 of
the Contract for the purpose of planning of progress payments which will be
scrutinised and approved by the Purchaser/ Consultant.

6.10.6 All interim/progress payments shall be regarded as payments by way of
advance against the final payment only and not as payment for work actually
completed and shall not preclude defective/imperfect/incomplete work to be
removed. It will not be considered as an admission by the Purchaser of the
due performance of the Contract, or any part thereof by the Contractor nor



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 Purchaser
containing 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 as
specified 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, at
the 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 of
the 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 and
regulations 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 in
obtaining 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

______%
80% rated output and rated net head ______%



60% rated output and rated net head

______%
4. Efficiency of Generator at
100% rated output

______%
80% rated output

______%
60% 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 MW
Lower 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 Contractors 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 such
defects 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 stamp
paper 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 bank
guarantee 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



State Bank of India. The Contractor shall ensure that the Contract
Performance Bank Guarantee remain valid till the expiry of the guarantee
period of the Contract plus three months grace period.

10.1.7.3 The Contract Performance Bank Guarantee furnished by the Contractor will
be subject to the terms and conditions of the Contract. The Purchaser will not
be liable for payment of any interest on the Contract Performance Guarantee
or depreciation thereof.
10.1.7.4 The Contract Performance Bank Guarantee shall be released on application
by the Contractor within ninety (90) days after the expiry of the warranty
period and after the Contractor has discharged all his obligations under the
Contract and produced a "No Demand Certificate" from the PURCHASER.
The PURCHASER shall not unreasonably withhold the issue of "No Demand
Certificate" after receipt of request for the same.
10.1.7.5 Additional Performance Bank Guarantee ( If applicable) of 5% of the
Contract price shall be furnished by Parent/Holding Company of its
subsidiary Company directly to the Purchaser to be kept valid till the expiry
of the guarantee period of the Contract plus three months grace period. The
Purchaser shall have the right to encash the additional performance bank
guarantee for non-compliance of any or all the terms & conditions of the Joint
Deed of Undertaking (Annexure-V) as well as for shortfall in guaranteed
values.

10.2 LICENCES

10.2.1 Import Licence
For the supplies to be imported by the Contractor for incorporation in the
works, the Contractor shall arrange necessary import licence. Purchaser
shall assist by way of issuing certificates to avail customs duty benefits as a
applicable for Renovation & Modernisation with New TG of Power Plants. For



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 detailed
herein. 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 in
advance 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 of
storage 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 insurance
charges 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. inclusive
of 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 take
care 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 any
further 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 the
Purchaser/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 the
terms 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 obligations
under 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 Plant
and 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 the
responsibility 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.



10.9.3 The Contractor shall forward the non-negotiable copies of the bills of lading
indicating the gross freight amount and rebate allowed to the Shipping
Co-ordination Officer, Ministry of Transport, Department of Surface
Transport, New Delhi immediately after the shipment of each consignment is
effected.

10.9.4 In respect of Imported Items the shipping documents shall include the
following :-

Bill of Lading/Airway Bill, Signed Invoices, Packing List, Certificate of Country
of Origin, Purchaser's certificate Accepting Shipment, A certificate from the
Contractor that the drawings & documents for the purpose of customs
clearance have been enclosed with the packages for shipment etc.

10.9.5 Shipping Procedure for Indigenous Materials

10.9.5.1 The consignee for road despatches shall be clearly marked as : Stores officer

Manager, Odisha Hydro Power Corporation Ltd., Balimela, Malkangiri
764051 , Odisha, India.
The Contractor shall arrange to despatch the following documents to :

Manager, Odisha Hydro Power Corporation Ltd., Balimela, Malkangiri
764051 , Odisha, India.
a) Six (6) photo copies of the clean lorry receipt.

b) Six (6) copies of Contractor's signed invoice.
c) Six (6) copies of Challan and Packing List.



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.



10.10 PACKING, IDENTIFICATION AND MARKINGS

10.10.1 The Contractor shall include and provide for securely protecting and packing
the materials so as to avoid loss or damage during handling & transport by
air, sea, rail and road.

10.10.2 All packing shall allow for easy removal and checking at site. Special
precaution shall be taken to prevent rusting of steel and iron parts during
transit by sea. Gas seals or other materials shall be adopted by the
Contractor for protection against moisture during transit.

10.10.3 The number of each package in a shipment shall be shown in fraction,
numerator showing number of the package and the denominator showing the
total number of packages in a lot/consignment. The packages number shall
be generally prepared in the sequence in which they will be required for
erection.

10.10.4 Each package delivered under the Contract shall be marked by and at the
expense of the Contractor and such marking must be distinct and in English
language (all previous irrelevant markings being carefully obliterated). Such
marking shall show the description and quantity of contents, the name and
address of consignee, the gross weight and net weight of the package, the
name of the Contractor with a distinctive number of mark sufficient for
purposes of identification. All markings shall be carried out with such materials
as to ensure quickness of drying, fastness and indelibility. Each equipment or
parts of equipment shall, when shipped or railed or otherwise despatched be
tagged with reference to the assembly drawings and corresponding part
numbers. Each bale or package shall contain a packing note quoting
specifically the name of the Contractor, the number and date of contract and



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 entirely
responsible 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 in
accordance 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 and
equipment 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 if
any, 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 under
the 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-conformities
prepared 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 after
liquidating 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 ordering
specification.

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 the
names 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 this
Contract.

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 the
Purchaser 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. The
Contractor 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 been
placed 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/or
title-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 not
relieve 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
Consultants 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 period
likely 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 to
accomplish 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 the
receipt 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 specification
and 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 Contract
specification. 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, storm
surge, 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 shall
not 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. The
Purchaser 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 any
portion 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



contravention complained of within such time as may be deemed reasonable
by the Purchaser and in default of compliance with the said notice, the
Purchaser without prejudice to his rights under clause 10.25.2 hereto, may
rescind or cancel the Contract holding the Contractor fully liable for the
damages that the Purchaser may sustain. In addition, the Contractor shall
refund all amounts paid to him by the Purchaser for all such work which ,may
become infructuous due to such cancellation.

10.25.2 Should the Contractor fail to comply with such notice within the period as
mentioned in the notice or any other period considered reasonable by the
Purchaser for such compliance, from the date of serving thereof, then and in
such case, without prejudice to the Purchaser's right under clause 10.25.1
hereto, the Purchaser shall have at his option the right to take the affected
work wholly or in part out of the Contractor's hands and may complete the
work, as envisaged in the Contract either departmentally or by awarding fresh
Contract(s) at a reasonable price to any other persons or firm or company to
execute the same, at the risk and cost of the Contractor.

10.25.3 In such event the Purchaser shall, without being responsible to the
Contractor for fair wear and tear to the same, be entitled to seize and take
possession and have free use of all materials, construction equipment, tools,
tackles and other things of the Contractor which may be on the site for use at
anytime in connection with the work to the exclusion of any right of the
Contractor over the same and the Purchaser shall be entitled to retain and
apply any sum which may otherwise be then due as per the Contract or any
other contract from him to the Contractor as may be necessary for the
payment of the cost of execution of such work as aforesaid.

10.25.4 If the cost of executing the work as aforesaid shall exceed the sum due to the
Contractor and the Contractor fails to make good the deficit, the said



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 and
charges 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
Purchasers 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



shall bear the costs and expenses required in this
regard.

b. The Purchaser shall not without the Contractor's consent (which
shall not be unreasonably withheld) enter into any commitment
or admit any fact capable of supporting third party's claims,
unless the Purchaser shall release the Contractor of its liabilities
and obligations under Clause 10.28.

c. The Contractor shall at its own cost, without prejudice to the
provisions of this Schedule, may either carry out such
alterations or modifications of the equipment which are
necessary to avoid the infringement without affecting the
efficient operation of the equipment to the satisfaction of the
Purchaser or to procure a right to the unrestricted use of the
infringing equipment by the Purchaser.

10.28.5 Nothing in this article shall abrogate or abridge the Contractor's own liability
for infringement or violation of patent, trade mark, registered design, copy
rights and/or industrial property right of a third party, if such infringement or
violation is proved before and sustained in court of law and the Contractor
fails to take action in terms of provision of para 10.28.4(c).

10.28.6 The rights and liabilities of the parties under this Schedule-10.28 shall survive
this Contract.

10.29 INDEMNITY

10.29.1 The Contractor shall at all times indemnify and keep indemnified the
Purchaser against all claims which may be made against the Purchaser in



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 and
assessments 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. The
Contractor 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 in
accordance 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 part
of 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 15
days 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 with
requisite 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 the
premises 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 in
connection 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 the
date 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 defective
parts 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 the
Contract.

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 any
defects 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 and
Materials" 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 provisionally
taken 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 to
start 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.



10.36.4 Unless otherwise provided in the Specification, the Purchaser shall allow the
Contractor for carrying out the work at the Site continuously. While normally
the Purchaser shall allow normal working hours generally followed in Balimela
Power House , for completing the work within the time schedule, the
Purchaser, if necessary shall also allow the Contractor for carrying out the
work round the clock for which written approval shall be obtained by the
Contractor from the Purchaser.

10.37 DUE DATES OF PAYMENT

10.37.1 Payment shall be due and payable by the Purchaser within a reasonable
period which will not normally exceed forty two (42) days from the date of the
receipt of each complete and correct invoice by him supported by requisite
certificate issued by the Purchaser/his authorised agency and proper
documentation. 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 by the Purchaser.

10.38 DEDUCTIONS FROM CONTRACT PRICE

10.38.1 The Contractor shall reimburse the Purchaser all costs, charges, damage or
expenses which the Purchaser may have paid or incurred, if and to the extent
to which the Contractor is liable under this Contract to pay within 42 days
upon written request of the Purchaser, failing which such costs, charges,
damages or expenses shall be deducted by the Purchaser from any money
due or becoming due by him to the Contractor under this Contract or any
other Contract failing which such amounts shall be considered as debt due
from the Contractor to the Purchaser and shall be recoverable accordingly.



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 other
communications 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 the
supplies 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 so
applicable 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 of
errors 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



clause by an agreed stipulation which is in accordance with the applicable law
and which shall be as close as possible to the parties original intent.

10.42 ASSIGNMENT

10.42.1 The Contractor shall not assign his rights and obligations under the terms of
this Contract to any party other than its legal successor without the written
consent of the Purchaser.
10.42.2 Should loan/financial agreement(s) require the Contractor to assign, by way of
charge, any money due or to become due to it, to a bank/credit agency for the
benefit of receiving payment by the Contractor under this Contract from such
bank/credit agency, or if any partial assignment is necessary to be made to
any insurer in terms of Insurance Policy approved by the Purchaser, the
Purchaser shall not refuse consent in such cases.

10.43 AMENDMENT

10.43.1 Any amendment to the terms of this Contract (including Schedules &
Annexures) shall be made in writing by both parties hereto and shall
specifically state that it is an amendment to this Contract.

10.43.2 No amendment as per Schedule-10.43.1 shall have any effect until the
Purchaser has received such consent in writing (including that of the
Contractor) as may be necessary under and in terms of the loan/financial
Agreements.

Variations

(i) Purchaser/Consultant may by variation order to the Contractor at any
time before the works are taken over, instruct the Contractor to alter,



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 the
Contractor'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 :-
-----------------------------------------
-----------------------------------------
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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 or
paid 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 the
Contractor 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 and
distribute 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 of
labour 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 is
obliged 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 him
under 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 workmen
and/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 against
any 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 all
such 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 above
clauses 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 be
personally 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 in
this 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-charge
of 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/Officer
in-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 other
obstructions 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.



11.1.20 It should be ensured that no one takes rest/shelter below any under cut
pit/excavation or near any stock of materials.

11.1.21
i. For any work involving repair & maintenance underground work the
Contractor shall follow the safety procedural orders/instruction issued
by the Purchaser.

ii. The Contractor shall exercise supervision of such jobs by competent
persons within the meaning of factories act & rules.

iii. All persons engage on such jobs shall have to have before hand
proper training instructions as required under Factories Act & Rules.

11.2 SAFETY MEASURES IN CONTRACTUAL WORK

11.2.1 Whereas, it is necessary to take steps to ensure safety at work sites by the
executing contractual agency, it is incumbent of the Purchaser to introduce
all measures to guide, induce, train and bind the agencies concerned to
adopt remedial steps to prevent accidents. Problem gets aggravated in
contractual zones due to lack of training, in-adequate supply of personal
protective equipment, shortage of skilled labour changing deployment of
works etc. Accordingly, the following measures are intended to be introduced
and the salient clauses will be included in the contract documents.

11.2.2 The Contractor shall take all safety precautions and provide adequate
supervision in order to carryout the job safely and without damage to
equipment.



11.2.3 Any special safety precautions, if required to be followed by the Contractor,
such clauses shall be added.

11.2.4 The executing department would take necessary shut-downs wherever there
are hazards of gases, electricity, moving machinery etc. The Contractor shall
ensure that the shut-down/clearance are taken before sending workers to
such locations.

11.2.5 The Contractor shall supply safety appliance like shoes, safety belts, ladies
chappals, helmets, gloves etc. to his workers depending on working
conditions and Life saving jackets shall be kept in readiness always at the
site. The Contractor shall not deploy any workmen without safety boot and
safety helmet and the safety applicable to the specific work conditions.

11.2.6 Before starting the day's job, the Purchaser's Supervisor/representatives will
ensure that safety briefing has been done to the Contractor's supervisor who
has been imparted safety induction earlier.
11.2.7 HOD/Zonal in-charge will nominate Engineer in-charge of the contractual
work under reference who will be fully responsible for the safe execution of
the work at site.

11.2.8 In case of serious injury to persons, the Contractors shall first take the injured
person to nearby Medical College/ Hospital.

11.2.9 The Contractor shall abide by the provisions of Factories Act, State Factory
Rules, Workmen's Compensation Act, Payment of Wages Act, Contract
Labour (Regulation) Act etc. and keep the Purchaser indemnified of provision
the above Acts and Rules.



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 upto
first 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 company
incorporated under the laws of India and having its registered office at
Bhubaneswar , Odisha 751022, India (hereinafter called OHPC) having agreed
to exempt, M/s
. (herein after called the said supplier) from the demand , under the terms
and conditions of the purchase order no. dated
.(hereinafter called the said purchase order) of security
deposit for satisfactory performances of services ( as detailed in the said
purchase order) during the guarantee period ( as detailed in the said purchase
order) and for the fulfillment by the suppliers of the terms and conditions
contained 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 said
supplier(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 do
hereby undertake to pay OHPC and amount not exceeding RS.
(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 said supplier (s) of any terms and conditions contained in the said
purchase order.

2 WeBank limited do
hereby undertake to pay the amount due any without any demur, nearly on
demand from OHPC stating that the amount claimed ins due by way of loss or
damaged caused to or would be caused to or suffered by OHPC by reason of
breach by the said supplier or any of the terms and conditions contained in the
said purchase order or by reason of said suppliers failure to perform the contract

3. We the .Bank Limited undertake to pay OHPC any
money so demanded not withstanding any disputes raised by the supplier in suit
or proceeding pending before any court or tribunal relating thereto, our liability
under this present being absolute and unrevocable.

This payment so made by us under this bond shall be a valid discharge of our
liability for payment there under and the supplier shall have no claim against us
for making such payment.

4. We ..the Bank limited further
agree that , the guarantee herein contained shall remain in full force and effect
during the period that would be taken for the performance of the said purchase
order and that it shall continue to be enforceable till all the dues of OHPC, under
or by virtue of the said agreement having been fully paid its claims satisfied or
discharge until Managing Director, OHPC certifies that , the terms and conditions
of the said agreement have been fully and properly carried out by the said
supplier and accordingly , discharges this guarantee. Unless a demand claim
under this guarantee is made on us in writing on or before the expiry of 32
months fifteen days from the date of issue of the purchase order , we shall be
discharged from all liability under this guarantee thereafter.

5. We the .Bank Limited further
agree with OHPC that OHPC shall have the fullest liberty , without our consent
and without affecting in any manner our obligation hereunder , to vary any of the
terms 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 to
the 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 or
by any such matter of thing whatsoever which under the law relating to sureties
would but for this provision have effect of so relieving us.

6. This guarantee will not be discharged due to the change in name, style and
constitution of the Bank or the supplier.

7. We the Bank limited lastly
undertake not to revoke this guarantee during this currency except with the
previous consent of OHPC in writing.

8. We or our Bank at Bhubaneswar (Name &Address of the local bank) are liable
to pay the guaranteed amount depending on the filing of the claim and any part
thereof under this Bank Guarantee only and only if you serve upon us or our
local bank at Bhubaneswar awritten claim or edemand and received by us or by
local branch at Bhubaneswar on or before dt.otherwise bank
shall 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 company
incorporated under the laws of India and having its registered office at
Bhubaneswar , Odisha 751022, India (hereinafter called OHPC) having agreed
to exempt, M/s
. from the demand , under the terms and conditions of the purchase order
no. 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 do
hereby undertake to pay OHPC and amount not exceeding RS.
(Rupees ) against non fulfillment of the
terms and condition of the purchase order / non excution of the purchase order
in due date.

2 WeBank limited do
hereby undertake to pay the amount due any payable under this guarantee
against non submission of Bank Guarantee for security deposit for payment of
advance as per the terms and conditions of the said purchase order within 15
days of the issue of purchase order.

3. We the .Bank Limited undertake to pay OHPC any
money so demanded not withstanding any disputes raised by the supplier in suit
or proceeding pending before any court or tribunal relating thereto, our liability
under this present being absolute and unrevocable.

This payment so made by us under this bond shall be a valid discharge of our
liability for payment there under and the supplier shall have no claim against us
for making such payment.

4. We ..the Bank limited further
agree that , the guarantee herein contained shall remain in full force and effect
during the period that would be taken for the performance of the said contract
and that it shall continue to be enforceable till all the dues of OHPC, under or by
virtue of the said agreement having been fully paid its claims satisfied or
discharge until Managing Director, OHPC certifies that , the terms and conditions
of the said agreement have been fully and properly carried out by the said
tenderer and accordingly , discharges this guarantee. Unless a demand claim
under this guarantee is made on us in writing on or before the expiry of One year
and 15 days from the date of issue of the purchase order , we shall be
discharged from all liability under this guarantee thereafter.

5. We the .Bank Limited further
agree with OHPC that OHPC shall have the fullest liberty , without our consent
and without affecting in any manner our obligation hereunder , to vary any of the
terms 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 to
the 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 or
by any such matter of thing whatsoever which under the law relating to sureties
would but for this provision have effect of so relieving us.



6. This guarantee will not be discharged due to the change in name, style and
constitution of the Bank or the suppliers.

7. We the Bank limited lastly
undertake not to revoke this guarantee during his currency during this currency
except with the previous consent of OHPC in writing.

8. We or our Bank at Bhubaneswar (Name &Address of the local bank) are liable
to pay the guaranteed amount depending on the filing of the claim and any part
thereof under this Bank Guarantee only and only if you serve upon us or our
local bank at Bhubaneswar awritten claim or edemand and received by us or by
local branch at Bhubaneswar on or before dt.otherwise bank
shall be discharged of all liabilities under this guarantee thereafter.

Dated the .Day of 2013.

For ..Bank Limited.

SIGNATURE ____________________
WITNESS (Printed Name) _______________
Designation __________________
1. _______________________ Staff Code No.
_______________
(Signature with Name in Banker's Common Seal
_________
Block letters and with Attorney as per Power of
Designation) Attorney No.: ________________
Dated :
_____________________
2. _______________________
(Signature with Name in
Block letters and with
Designation)
*********



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., (hereinafter
called 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 maintained
all 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 conditions
of 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 COMANY
WITH 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 Act
1956 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 has
submitted 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 methods
of 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 Purchasers 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 technical
experts 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 exceed
the 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)


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 ____________
To
Odisha Hydro Power Corporation Limited

Dear Sirs,

1.0 In consideration of the Odisha Hydro Power Corporation Limited, Odisha
hereinafter referred to as OHPC, which expression shall unless repugnant to the
context 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
(Bidders Name) resulting in a Contract which was awarded on the



strength of Joint Deed of Undertaking dated .. hereinafter referred to as
Undertaking given by ..(Bidders Name) and by .
(Parent/Holding Companys name) with its Registered Office at
(herein after referred to as Parent/Holding Company which
expression shall, unless repugnant to the context or meaning thereof,
include its successors, administrators, representatives and assignees) and
the Parent/Holding Company having agreed to provide a Additional Performance
Bank Guarantee amounting to.to OHPC for the faithful performance
of the Contract on the Terms and Conditions specified in the Undertaking
dated..

2.0 We . (Bank) (Address) having its Head
Office at . (herein after referred to as the Bank which expression
shall, unless repugnant to the context or meaning thereof, include its
successors, administrators, representative and assignees) do hereby guarantee
and undertake to pay to OHPC on mere demand any and all monies to the
extent of .. (Currency and Amount in figures)as aforesaid and
at any time up to from the date of Letter of Award and till the
obligations under the Contract are completed without any demur, reservation,
contest or recourse or protest and /or without any reference to Parent/Holding
Company.

3.0 The Bank do hereby undertake not to revoke this Guarantee during its currency
without previous written consent of OHPC and further agrees that the Guarantee
herein contained shall continue to remain enforceable till OHPC discharges this
Guarantee.

4.0 Any such demand made by the OHPC on the Bank shall be conclusive and
binding, not withstanding any difference between OHPC and Parent/Holding
Company 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 the
Bank under this Guarantee, from time to time, to extend the time of performance
of the Contract of the Contractor and the Parent/Holding Company.

6.0 OHPC shall have the fullest liberty without affecting this Guarantee to postpone
from time to time the exercise of any powers vested in them or of any right which
they might have against to the Contractor and the Parent/Holding Company and
to exercise to same at any time in any manner, and either to enforce or to
forbear to enforce any covenants, contained or implied in the said Contract or
Undertaking 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 presents
by any exercise by OHPC of its liberty with reference to the matters aforesaid or
any 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 or
thing whatsoever which under Law would, but for the provision, have the effect of
relieving the Bank from its obligations. The Bank also agrees that OHPC at its
option shall be entitled to enforce this Guarantee against the Bank as a principal
debtor, in the first instance without proceeding against the Contractor or
Parent/Holding Company and not withstanding any other security or Guarantee
that OHPC may have in relation to the Contractors / Parent/Holding Companys
liabilities.

8.0 Notwithstanding anything contained herein above, our liability under this
Guarantee is restricted to Rs.................. (Rupees ) (in words)
and it shall remain in force up to and including .............. and shall be extended
from time to time for such period as may be desired by Parent/Holding
Company, on whose behalf this Guarantee has been given.

9.0 This Guarantee shall expire on .............. unless OHPC`s claim under this
Guarantee in accordance with the above mentioned conditions has
reached us by the end of the said date.

Signed at this.............. day of ........... 201

WITNESS

1. Signature. Signature
Name in Block Letters Name in Block Letters
Occupation Designation
Address Staff Code No

2. Signature Banker's Seal
Name in Block Letters Attorney as per power of
Occupation Attorney No dt.
Address
*********

OHPC Balimela Volume 2

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