VOLI-S4-Comr Cond-Civil

FICHTNER Consulting Engineers ( India ) Private Limited.
Subject Doc. No. Rev. Vol. / Sec.
EPC TENDER SPECIFICATION I / 4

FOR 1 X 20 MW TPP AT 3040720001-PM-SPC-700-001 B Sheet No.
JAINTIA HILLS, MEGHALAYA
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SECTION - 4
COMMERCIAL CONDITIONS OF CONTRACT

(CIVIL)
FORMT9-P REV-B (MUM)
VOLI-S4-Comr Cond-Civil SMK / CIVIL 07-07-2008


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SECTION – 4
CONTENTS
CLAUSE NO. DESCRIPTION SHEET NO.
1.0 INTRODUCTION 3
2.0 SCOPE OF WORK 10
3.0 THE OWNER 11
4.0 THE OWNER’S REPRESENTATIVE 12
5.0 THE CONTRACTOR 13
6.0 DESIGN 21
7.0 STAFF AND LABOUR 24
8.0 MATERIALS AND WORKMANSHIP 26
9.0 COMMENCEMENT, DELAYS AND SUSPENSION 27
10.0 STATUTORY APPROVAL FOR WORKS 29
11.0 OWNER’S TAKING OVER 29
12.0 DEFECTS LIABILITY (WARRANTY) 30
13.0 TITLE 31
14.0 CONTRACT PRICE AND PAYMENT 31
15.0 VARIATIONS 34
16.0 DEFAULT OF CONTRACTOR AND OWNER 36
17.0 ACCIDENTS AND DAMAGE 38
18.0 LIMITATIONS OF LIABILITY 39
19.0 INSURANCE 40
20.0 FORCE MAJEURE 41
21.0 CLAIMS, DISPUTES AND ARBITRATION 43
22.0 GENERAL COVENANTS 44
APPENDIX - C 47
APPENDIX - D 48


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SECTION - 4
1.0 INTRODUCTION
Nilanchal Cement Pvt Ltd, is setting up a 1X 20 MW coal based Thermal Power Plant
(TPP) at Jaintia Hills, Meghalaya.
1.1 THE CONTRACT
1.1.1 Definitions
In the Contract the words and expressions defined below shall have the meanings
assigned to them, except where the context requires otherwise:
1.1.2 Documents
“Contract” means these Conditions of Contract Section-4 & 5 of Volume – 1 of EPC

tender specification, the Owner’s Requirements i.e EPC tender specification
(DOC.No.3040720001-ME-SPC-700-001), the Contract Agreement and such further
documents as may be expressly incorporated in the Contract Agreement.
“Owner’s Requirements” means the description of the scope of work, Technical

Specifications, design criteria (if any) and schedule of work as issued by the Owner
under the technical specification documents and drawings and included in the
Contract, and any Variations thereto.
“Appendix - C & D” means the completed appendix comprised in this Section.
“Contract Agreement” means the contract agreement (if any) referred to in Sub-
Clause 1.5.
1.1.3 Persons
“Owner” or “Purchaser” means the person/persons, organisation named as such in

the Appendix - C & D of Section - 4, Volume - I of EPC tender specification and the
legal successors in title to such person, but not (except with the consent of the
Contractor) any assignee of such person.
“Contractor” means the person/persons named as such in the Appendix - C & D,

organisation whose offer has been accepted by the Owner and the legal successors
in title to such person, but not (except with the consent of the Owner) any assignee of
such person.
“Owner’s Representative” means the person appointed by the Owner to act as

Owner’s Representative for the purposes of the Contract and named as such in the
Appendix - C & D, or other person appointed from time to time by the Owner and
notified as such to the Contractor.


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“Subcontractor/Sub-vendor/Vendor” means any person named in the Contract as a

subcontractor, manufacturer or Contractor for a part of the Works or any person to
whom a part of the Works has been subcontracted in accordance with Sub-Clause
5.5, and the legal successors in title to such person, but not any assignee of such
person.
1.1.4 Dates, Times and Periods
“Zero date/Commencement Date” means the date on which the Contractor receives
the notice to commence (i.e. Letter of Intent issued by Owner) under Sub-Clause 9.1
and as stated in Appendix– D ).
“Time for Completion” means the successful completion of Civil & Structural Works.
“Contract Period” means the period from the Date of Commencement to the date on
which the whole of the works shall have been taken over by Owner on successful
commissioning.
“Day” means a calendar day, month means 30 days and “year” means 365 days.
1.1.5 Commissioning and Completion Test
“Commissioning” means “Commissioning of Thermal Power Plant in Synchronisation

with Grid / DG set and also in isolation mode for a total period of 72 hours (duration of
each mode shall be decided by the Owner) of continuos run at MCR / available load
with operation of all system / equipment including stand-by equipment, pollution
control equipment etc. from CCR through DCS with all the interlocks and protection
system in place, in auto and group mode at rated capacity with all parameters in
normal range i.e. well below alarm limits and all critical parameters shall be as per
design. All stand-by equipment shall be ready in stand-by mode. But the plant should
run with single line equipment and stand-by equipment shall not be running parallel
during Commissioning. All parameters such as temperatures, vibration etc. for all
equipment and all process parameters for all systems shall be well below alarm limit
i.e within good limit as per original equipment manufacturer’s recommendation during
commissioning and thereafter”.
Before the system declared commissioned, a certificate of commissioning shall be

submitted from OEM for the following system/equipments:
a) HT Motors
b) Transformers
c) Generator
d) Steam turbine & auxiliaries
e) Steam generator (Boiler) and auxiliaries
f) Instrument air and service air compressors
g) Boiler Fans
h) Ash Handling Plant and Ash handling compressors
i) Fuel and Bed Material handling plant


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j) DCS & analysers

k) Cooling Tower and cooling water pumps
l) Boiler Feed pump
m) Water Treatment Plant
n) Water system
o) EOT crane
p) Auxiliary Cooling Water system
q) Fire fighting system
r) Switchyard
“Reliability Run” means “15 days continuous operation of thermal power plant after
commissioning, with maximum 2 minor interruptions of total 4 hours duration (not
attributed to customer) in Synchronisation with Grid / DG set and in isolation mode
(duration of each mode shall be decided by the owner) at MCR / available load with
operation of all system / equipment including stand-by equipment, pollution control
equipment etc. from CCR through DCS with all the interlocks and protection system in
place, operation in auto and group mode at rated capacity with all parameters in
normal range i.e. well below alarm limit and all critical parameters shall be as per
design. All stand-by equipment shall be ready in stand-by mode. But the plant should
run with single line equipment and stand-by equipment shall not be running parallel
during reliability run and thereafter”.
“Test on Completion” are to determine that the civil work done, meets (a) the
Specifications, (b) applicable codes and industrial and building standards, (c) correct
quantities and (d) quality and materials and all function of equipment and systems
supporting the Project to function on an integrated basis, to all of which Contractor
shall so certify. Completion Tests shall include inspection and testing of mechanical
and process equipment, concrete, asphalt, aggregate, compaction, electrical
installations, tests on control & instrumentation. It shall consist of Reliability Run of the
plant as above .
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“Taking over certificate” means a certificate issued by Owner to Contractor after
successful performance test of plant and equipment and also obligations under clause
6.6 is met with.
1.1.6 Money and Payments
“Contract Price” means the sum stated in Section - 5 of Volume - 1 of EPC Tender
specification (Doc.No.:3040720001-ME-SPC-700-001,) as payable to the Contractor
for Civil design, supply of material for civil work, execution and completion of the
Works and the remedying of any defects in accordance with the provisions of the
Contract.
“Local Currency” means the currency of India.

“Provisional Sum” means a sum (if any) payable for the scope of contract services
specified in the Contract and designated as such, for the execution of any part of the
Works or services.


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“Cost” means all expenditure relating to this contract properly incurred (or to be
incurred) by the Contractor, whether on or off the Site, including overhead and other
similar charges, but not including profit.
1.1.7 Other Definitions
“Construction Documents” means all drawings, calculations, computer software

(programs), samples, patterns, models, operation and maintenance manuals, and
other manuals and information of a similar nature, submitted by the Contractor and
approved by the Owner / Owner’s Representative.
“Variation” means any alteration and/or modification to the Works, which is instructed
by the Owner / Owner’s Representative or approved as a variation by the Owner /
Owner’s Representative, in accordance with Clause 15
“Work” means all machinery, equipment, apparatus, materials, articles and things of
all kinds to be provided under the Contract and Work to be done by the Contractor
under the Contract, in particular, the whole of the undertakings to be performed by the
Contractor for the designing, equipping, installation, construction and testing of the
Work in its entirety including: engineering; detail design; procurement and supply of
civil material; stage inspection; expediting; administration; supervision; proper
storage; construction services and management; consultations; materials; equipment
to be installed in the Work; labour; construction tools and equipment; chemicals,
lubricants and other consumables; temporary and permanent utilities; supplies;
storage; temporary buildings and facilities; transportation including, without limitation,
hauling, unloading and handling at, to and from the Site or other place(s) of Work and
cleaning of the site; supply and plant performance and reliability; all auxiliary utilities
like frontline loader, coal compactor, mobile cranes, tippler as required to be provided.
“Temporary Works” means all temporary works of every kind (other than Contractor’s
Equipment) required for the execution and completion of the Works and the
remedying of any defects.
“Plant” means machinery and apparatus intended to form or forming part of the
Permanent Works, including the supply-only items (if any) which are to be supplied by
the Contractor as specified in the Contract.
“Materials” means things of all kinds (other than Plant) to be provided and
incorporated in the Permanent Works by the Contractor, including the supply-only
items (if any) which are to be supplied by the Contractor as specified in the Contract.
“Equal”, “or Equal” or “Equivalent” Whenever scope of work by Contractor are

designated within this Contract by trade names, catalogues numbers, etc., such
designation is intended to establish a standard. When such designations are qualified
by the words “equal”, “or equal”, or “equivalent”, other materials, products or
equipment which meet the established standard may be used, provided that their
equivalency has been demonstrated by the Contractor to the satisfaction of Owner,
and that written consent for use has been obtained by the Contractor from Owner.
“Contractor’s Equipment” means all machinery, apparatus and other things (other
than Temporary Works) required for the execution and completion of the Works and


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the remedying of any defects, but does not include Plant, Materials, or other things
intended to form of forming part of the Permanent Works.
“Section” means a part of the Works specifically defined in the Appendix - C & D as a
Section (if any).
“Site” means the place where owner proposes to set up power plant.
“Country” means the country in which this contract is to be executed i.e. in India.
1.2 Notices
Any formal Notices to be given either to the Owner or Contractor under the Contract
(as opposed to routine and normal works performance communications) shall be
served by sending the same through registered post, telex, cable or facsimile
transmission (followed by a hard copy) or reputed courier or express service or by
delivering personally the same at the respective addresses nominated / any or other
address as the party shall nominate for that purpose. Any Notice sent by telex, cable
or facsimile transmission shall be deemed to have been served when received (or
after 48 hours of transmission). A Notice sent by post or courier shall be deemed to
have been served when received by addressee.
If to Owner:
Attention : Project Leader of Owner.
Copies to : To all agencies as decided in first liaison

meeting.
If to Contractor:
Attention : Project Leader of Contractor
Copies to : To all agencies as decided in first liaison

meeting.
1.3 Interpretation
Words importing persons or parties shall include firms and corporations and any
organization having legal capacity. Words importing the singular also include the
plural and vice versa where the context requires. Words importing one gender also
include other genders.
Contractor shall acknowledge that he has received, read, and is fully familiar with and
understands the Contract. It shall be Contractor’s responsibility to notify Owner
without delay of any omissions, errors or discrepancies that Contractor may discover
in the Contract and the Contractor shall not be relieved of his obligation and liabilities
hereunder for failure to discover any such omission, error or discrepancy through the
lack of reasonable diligence.


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1.4 Law and Language
The law of the Contract is Indian Laws.
Where versions of the Contract are prepared in different languages, the version which
is in the ruling language named in the Appendix - C & D shall prevail. The language
for day to day communications shall be as stated in the Appendix - C & D.
1.5 Contract Agreement
Either party shall, if requested by the other party, execute a Contract Agreement, as
may be necessary to record the Contract.
1.6 Priority of Documents
The documents forming the Contract are to be taken as mutually explanatory of one
another. If there is an ambiguity or discrepancy in the documents, the Owner /
Owner’s Representative shall issue any necessary clarification or instruction to the
Contractor, and the priority of the documents shall be as under:
(a) LOI date of commencement and the Letter of Acceptance by Contractor.
(b) The Contract Agreement;
(c) Scope of work and specifications given in the Contract document and drawings,
(d) The Commercial Conditions of Contract Volume – 1, Section 4 & 5 of EPC

tender specification
1.7 Documents on Site
The Contractor shall keep on the Site one complete set of the documents forming the
Contract, the Construction Documents, Variations, Communications given or issued
under Sub-Clause 1.8 and the documents mentioned in Sub-Clause 6.4. The Owner,
the Owner’s Representative, and all persons authorised by either of them shall have
the right to use such documents at all reasonable times.
1.8 Communications
Wherever provision is made for the issue of any notice, instruction, consent, approval,
certificate or determination by any person, unless otherwise specified such
communication shall be in writing and shall not be unreasonably withheld or delayed.
Wherever provision is made for a communication to be “written” or “in writing”, this

means any hand-written, type-written or printed communication, including the agreed
systems of electronic transmission.
All certificates, notices or written orders to be given to the Contractor by the Owner or
the Owner’s Representative, and all notices to be given to the Owner or to the
Owner’s Representative by the Contractor, shall either be delivered by hand against


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written acknowledgement of receipt, or be sent by airmail or one of the agreed

systems of electronic transmission. The addresses for the receipt of such
communications shall be as stated in the Appendix - C & D.
1.9 Submission of Engineering Documents
The Construction Documents shall be in the custody and care of the Contractor. The
Contractor shall provide a sufficient number of copies for the use of the Owner’s
Representative, or as specified in the Owner’s Requirements.
1.10 Contractor’s Use of Owner’s Documents
Copyright in the Owner’s Requirements and other documents issued by the Owner or
the Owner’s Representative to the Contractor shall (as between the parties) remain
the property of the Owner. The Contractor may, at his cost, copy, use and
communicate any such documents for the sole purpose of the Contract. They shall
not, without the Owner’s consent, be used, copied or communicated to a third party by
the Contractor.
1.11 Confidentiality and Nondisclosure
Confidential Information and Non disclosure: Owner has engaged Contractor and
Contractor has accepted this engagement for the purpose of performing the Work
subject to confidentiality obligations set forth below. Owner and Contractor have or
will disclose to each other certain confidential and/or proprietary information and trade
secrets (“Confidential Information”) of each and of their parents, subsidiaries or
affiliate companies.
As used herein, Confidential Information means information now or hereafter owned
by, or otherwise within the possession or control of Owner including, without limitation,
patented and unpatented inventions, business and trade secrets, know-how,
techniques, data, specifications, as-built drawings, blueprints, flow sheets, designs,
engineering information, construction information, operation criteria and other tangible
and intangible information related to the work / material. Both parties agrees that they
will not use the Confidential Information of the other party for any purpose other than
the equipment and construction of the Work.
Except for employees of each described below, Contractor will not at any time without
the prior written consent of Owner publish, disclose or otherwise disseminate,
duplicate or use, directly or indirectly, confidential information to or for the benefit of
any third party whether or not it relates to a process, product, equipment or apparatus
embodied therein.
The foregoing shall not apply to knowledge or information which (a) at the time of
disclosure is already in the public domain or public knowledge; (b) after disclosure,
becomes part of the public domain or public knowledge by publication or otherwise,
except by breach of this Contract by Contractor; (c) Contractor can establish by
reasonable competent written proof was in its possession at the time of disclosure
and was not acquired, directly or indirectly, from Owner.


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Subcontractors, Vendors and Employees: The Contractor shall disclose

confidential information only to those subcontractors, vendors and employees of
Contractor directly involved in the Works on a need to know basis and shall be
responsible to see that such subcontractors, vendors and employees observe the
requirements of confidentiality and nondisclosure clause.
Ownership and Disposition: All drawings, specifications, blueprints, calculations,

data, reports and other documents, as well as information, improvements in
connection with the Work prepared by and supplied to Contractor by Owner or vice-
versa shall be deemed as Confidential Information. No right or license is granted
regarding the use of Confidential Information. Title thereto and all intellectual property
rights therein shall be in Owner or Contractor as the case may be at all times. Upon
completion of the Work, Contractor shall promptly deliver to Owner all copies of the
Confidential Information which are in its possession or under its control including all
drawings, specifications, blueprints, reports and other documents which have been
prepared or developed by Contractor for the Work or which are supplied to Contractor
by Owner. If Owner does not engage or terminates the Contractor in connection with
the Work, all the copies of Confidential Information shall be destroyed or be returned
to Owner forthwith as may be directed by Owner. A record copy may be retained by
Contractor subject to the confidentiality requirements of this Clause.
Publicity: Contractor shall not make any announcement or release any information
concerning the content of this Contract, to any third parties, including the public, the
press or any official body without the express written permission of Owner. Contractor
acknowledges that the trade and service names, marks, and logos of Owner, its
parent, and all affiliate companies are of great value and agrees not to use or permit
the use or misuse of such marks in any manner that would impair the ownership or
image of Owner. Contractor shall not be precluded from publicizing its achievements
on the Works provided that Owner shall have the right to review and approve such
promotional materials for which approvals shall not be unreasonably withheld.
1.12 Compliance with statutes, Regulations and Laws
The Contractor shall perform the works in accordance with all laws, regulations,
licenses and consents and with the requirement of all authorities having jurisdiction on
the works. The Contractor shall, in all matters arising in the performance of the
Contract, comply with, give all notices under, and pay all fees required by, the
provisions of any national or state statute, ordinance or other laws or any regulation of
any legally constituted public authority having jurisdiction over the Works. The
Contractor shall obtain all permits, licenses or approvals required for any part of the
Works, in reasonable time taking account of the times for delivery of the Plant and
Materials and for completion of the Works.
2.0 SCOPE OF WORK
2.1 Contractor hereby agreed to do necessary survey & soil investigation, design,
engineering, manufacture, supply, construction, installation & testing of complete civil,
structural & architectural work as mentioned in technical specification for setting up of

1 X 20 MW Coal Based Thermal Power Plant (TPP) at Jaintia Hills, Meghalaya as
per technical specifications.


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2.2 Specification, performance guarantee and Liquidated Damges (LD) shall be as per
this contract.
3.0 THE OWNER
3.1 General Obligations
The Owner shall provide the Site and shall pay the Contractor in accordance with
Clause 14.0.
3.2 Cement
Cement is in the scope of Contractor, however the bidder to indicate the quantity and
grade of cement considered by the Contractor for the total project.
3.3 Access to and Possession of the Site
The Owner shall grant the Contractor right of access to, and possession of, the Site
within the time stated in the Appendix - C & D. Such right and possession may not be
exclusive to the Contractor.
If the Contractor suffers delay from failure on the part of the Owner to grant right of
access to or possession of the Site, the Contractor shall give notice to the Owner /
Owner’s Representative. After receipt of such notice the Owner / Owner’s
Representative shall proceed in accordance with Sub-Clause 4.5 to agree or
determine any extension of time to which the Contractor is entitled under Sub-Clause
9.3 and shall notify the Contractor accordingly.
3.4 Permits, Licenses or Approvals
The Owner shall, at the request and cost of the Contractor, assist him in applying for
permits, licenses or approvals, which are required for any part of the Works and
Contractor’s Equipment, and for the completion of the Works. Such requests may also
include requests for the Owner’s assistance in procuring any necessary government
consent to the export of Contractor’s Equipment when it is removed from the Site. It is
the responsibility of the Contractor to obtain all permits or licenses. It is his sole risk to
any failure to obtain a permit or license. The Contractor is not entitled to force majeure
relief to any extension of time or increase in cost should he fail to obtain any permit,
license or approval when required.
3.5 Owner’s Entitlement to Terminate
The Owner shall be entitled to terminate the Contract, at the Owner’s convenience, at
any time after giving 56 days’ prior notice to the Contractor and returning the
performance security. In the event of such termination, the Contractor:
a) Shall proceed in accordance with Sub-Clause 16.3 for valuation
b) Shall be paid by the Owner in accordance with Sub-Clause 20.6


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4.0 THE OWNER’S REPRESENTATIVE
4.1 Owner’s Representative’s Duties and Authority
The Owner’s Representative shall carry out the duties specified in the Contract. The
Owner’s Representative shall have no authority to amend the Contract.
The Owner’s Representative shall exercise the authority specified in or necessarily to

be implied from the Contract.
Except as expressly stated in this contract document, the Owner’s Representative

shall have no authority to relieve the Contractor of any of his duties, obligations or
responsibilities under the Contract. Any proposal, inspection, examination, testing,
consent, approval or such similar act by the Owner’s Representative (including
absence of disapproval) shall not relieve the Contractor from any responsibility,
including responsibility for his errors, omissions, discrepancies, and non-compliance
with Sub-Clauses 6.3 and 6.4.
The Owner’s Representative shall send copy to the Owner of all such
communications given or received by him in accordance with the Contract.
Owner’s Representative’s failure to disapprove any omission shall not relieve the
Contractor from his contractual obligation.
4.2 Requirements for Owner’s Representative
If the Owner’s Representative is not a suitably qualified engineer or other

professional, having the experience and capability necessary for compliance with this
Clause, the Owner’s Representative shall employ such suitably qualified engineers
and/or other professionals, and make them available for the Contract.
4.3 Owner’s Representative’s Authority to Delegate
The Owner’s Representative may from time to time delegate any of his duties to
assistants, and may at any time revoke such delegation. Any such delegation or
revocation shall be in writing and shall not take effect until a copy has been delivered
to the Owner and the Contractor.
Any determination, instruction, inspection, examination, testing, consent, approval or

such similar act by any such assistant of the Owner’s Representative, in accordance
with the delegation, shall have the same effect as though it had been an act of the
Owner’s Representative. However, any failure to disapprove any Plant, Materials,
design or workmanship shall not prejudice the right of the Owner’s Representative to
reject such Plant, Materials, design or workmanship at later date.
4.4 Owner’s Representative’s Instructions

Unless it is legally or physically impossible, the Contractor shall comply with

instructions given by the Owner / Owner’s Representative in accordance with the
Contract.


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4.5 Owner’s Representative to Adopt Agreement
When the Owner is required to determine extension of time, he shall consult with the
Contractor in an endeavour to reach agreement. If agreement is not achieved, the
Owner / Owner’s Representative shall determine the matter in accordance with the
Contract and his decision will be final and binding on the Contractor.
5.0 THE CONTRACTOR
5.1 Legal Obligations
The Works as completed by the Contractor shall be wholly in accordance with the
Contract and fit for the purposes for which they are intended, as defined in the
Contract. The Works shall include any work which is necessary to satisfy the Owner in
respect of Contractor’s Proposal and Schedules, or is implied by the Contract, or
arises from any obligation of the Contractor, and all works not mentioned in the
Contract but which may be inferred to be necessary for stability or completion or the
safe, reliable and efficient operation of the Works for the intended life.
The Contractor shall design, execute and complete the Works, including providing
Construction Documents, within the Time for Completion, and shall remedy any
defects within the Contract Period. The Contractor shall provide all superintendent,
labour, Plant, Materials, Contractor’s Equipment, Temporary Works and all other
things, whether of a temporary or permanent nature, required in and for such design,
execution, completion and remedying of defects.
Before commencing design, the Contractor shall satisfy himself by conducting

necessary investigations regarding the design criteria (if any) included in the Owner’s
Requirements and the accuracy of any setting-out points, lines and levels of reference
specified in the Owner’s Requirements.
The Contractor shall take full responsibility for the adequacy, stability and safety of all
Site operations, of all methods of construction and of all the Works, irrespective of any
approval or consent by the Owner’s Representative.
5.2 Performance and Payment Security
As a condition of this Contract coming into force, the Contractor shall provide for the
benefit of Owner, a Bank Guarantee of Performance as security for Contractor’s due
performance of the Contract and payment by Contractor of its labour, materials,
equipment and supplies. The same shall be properly executed from a bank
reasonably acceptable to Owner. The amount of this Guarantee, the period of its
validity, the procedure to be followed for its forfeiture, the arrangements for its release
and the currency of any monetary transactions involved shall be stated in the Bank
Guaranty. The performance Guaranty shall be maintained until Contractor has
satisfactorily completed its performance of this Contract in accordance with all of its
terms and the Work has been accepted by Owner in accordance with its terms. Upon
such event, the Guaranty shall be replaced by a Warranty Bank Guarantee (which
gets converted from security bank guarantee) which shall remain in place during the
Warranty period. The terms of this Warranty Bank Guarantee shall be stated in the


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document. The retainage of performance Bank Guarantee shall be released upon

coming into force of the Warranty Bank Guaranty. The Warranty Bank Guarantee
shall be kept valid upto the warranty period.
5.3 Contractor Personnel
Assignment of Qualified Personnel: The assignment by Contractor of qualified,

experienced management, technical and supervisory personnel, and skilled labour is
of major importance to the successful accomplishment of the Work. Contractor
warrants that it has the experience and capability including sufficient competent
technical, supervisory and other personnel to perform the Work and shall continually
furnish such personnel until performance is completed.
Project Manager: Contractor shall appoint a Project Manager who shall be a senior
company official responsible for appraisal by Contractor’s management of
performance of the Work and have overall home office or headquarters responsibility
for performance of the Work. Communications received by him from Owner shall be
deemed to have been received by Contractor.
Site Incharge: Contractor shall appoint a Work (project) Manager and a Site
Superintendent. Communications given to either of them by Owner shall be deemed
to have been received by Contractor. The respective responsibilities and authority of
these persons shall be defined at the pre-job conference. For the sake of continuity of
the Work, Contractor’s Site Superintendent shall be assigned to the Work full time and
shall not be temporarily or permanently reassigned or given supplementary work
assignment without Owner’s prior approval. Contractor’s Work Manager shall be
assigned throughout the performance of the Work, but it is understood that he may
have other duties provided they do not interfere with his direction and management of
the Work.
Personnel Removal Upon written notification from Owner, if action is not earlier
taken, Contractor shall remove from the Site or the Work any of its personnel who do
not meet the standards of experience, competency or comportment, or who otherwise
may be a detriment to the Work and Contractor shall ensure such personnel remain
uninvolved with any aspect of the Work.
5.4 Co-ordination of the Works
The Contractor shall be responsible for the co-ordination and proper execution of the
Works, including co-ordination of other Contractors to the extent specified in the
Owner’s Requirements. The Contractor shall, as specified in the Owner’s
Requirements, afford all reasonable opportunities for carrying out their work to:
(a) Any other Contractors employed by the Owner and their workmen,
(b) The workmen of the Owner, and

(c) The workmen of Sate Electricity Board, any legally constituted public authorities
who may be employed in the execution on or near the Site of any work not
included in the Contract, which the Owner may require.


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The Contractor shall obtain, co-ordinate and submit to the Owner / Owner’s
Representative for his information all details (including details of work to be carried
out off the Site) from Subcontractors and Contractors. The Contractor shall be
responsible for the locations of their work or materials, in order to ensure that there is
no conflict with the work of other Subcontractors, the Contractor or other Contractors.
5.5 Subcontractors
The Contractor shall not subcontract the whole of the Works, unless otherwise stated
in Section - 5 of Volume - 1 of EPC Tender specification (Doc.No.:3040720001-ME-
SPC-700-001)
(a) The Contractor shall not be required to obtain consent for purchases of
Materials or for subcontracts for which the Subcontractor is named in the
Contract;
(b) The prior consent of the Owner’s Representative shall be obtained to other
proposed Subcontractors;
(c) The Contractor shall notify the Owner’s Representative of each proposed
Subcontractor not less than 28 days before the intended date of such
Subcontractor commencing work on the Site; and
(d) The un-priced copy of all offers and work orders, issued to Contractor’s
subcontractors, shall be furnished to the Owner within 15 day’s of issue.
The Contractor shall be responsible for observance by all Subcontractors of all the
provisions of the Contract. The Contractor shall be solely responsible for the acts or
defaults of any Subcontractor, his agents or employees, as fully as if they were the
acts or defaults of the Contractor, his agents or employees.
All subcontracts and Work Orders of Contractors shall provide that they are
assignable to Owner/Owner’s Representative.
5.6 Assignment of Subcontractor’s Obligations
If a Subcontractor has undertaken a continuing and assignable obligation to the

Contractor for the work designed or executed, or Plant, or Materials or services
supplied, by such Subcontractor, and if such obligation extends beyond the expiry of
the Contract Period, the Contractor shall, upon taking over of the plant, assign the
benefit of such obligation to the Owner for its unexpired (i.e. balanced) duration.
All subcontracts and Orders of Civil Work shall provide that they are assignable to
Owner/Owner’s Representative.
5.7 Setting Out

The Contractor shall set out the Works in relation to original points, lines and levels of
reference after verifying or confirming by his own means specified in the Owner’s
Requirements. The Contractor shall rectify, at his cost, any error in the positions,
levels, dimensions or alignment of the Works.


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5.8 Quality Assurance
The Contractor shall institute a quality assurance system to demonstrate compliance

with the requirements of the Contract. Compliance with the quality assurance system
shall not relieve the Contractor of his duties, obligations or responsibilities.
Details of all procedures and compliance documents shall be submitted to the Owner /
Owner’s Representative for his information before each design and execution stage is
commenced. When any document is issued to the Owner / Owner’s Representative, it
shall be accompanied by the signed quality statements for such document, in
accordance with Quality Assurance Plan agreed between Owner and Contractor. The
Owner’s Representative shall be entitled to audit any aspect of the system and
require corrective action to be taken.
5.9 Site Data
The Contractor has to do investigations for hydrological and sub-surface conditions at

the Site as required. The Contractor shall be responsible for interpreting all data and
its necessary implementation.
The Contractor shall be deemed to have inspected and examined the Site, its
surroundings, the above data and other available information, and to have satisfied
himself before submitting the offer, as to:
(a) The form and nature of the Site, including the sub-surface conditions,
(b) The hydrological and climatic conditions,
(c) The extent and nature of the work and Materials necessary for the execution
and completion of the Works, and the remedying of any defects, and
(d) The means of access to the Site and the accommodation he may require.
(e) Applicable Rules and Regulations of India
(f) Site is appropriate for the performance of the work.
Once the site has been inspected by the Contractor all risks (such as discovery of
hazardous material) relating to the ground condition should be taken by the
Contractor.
The Contractor shall be deemed to have obtained all necessary information as to

risks, contingencies and all other circumstances which may influence or affect the
Contract.
5.10 Matters Affecting the Execution of the Works
The Contractor shall be deemed to have satisfied himself as to the correctness and
sufficiency of the Contract Price. Unless otherwise stated in the Contract, the Contract
Price shall cover all his obligations under the Contract (including those under
Provisional Sums, if any) and all things necessary for the proper design, execution
and completion of the Works and the remedying of any defects.


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5.11 Access Route
The Contractor shall be deemed to have satisfied himself as to the suitability and
availability of the access routes he chooses to use. As between the parties, the
Contractor shall be responsible for the maintenance of access routes. The Contractor
shall provide any signs or directions which he may consider necessary for the
guidance of his staff, labour and others. The Contractor shall obtain any permission
that may be required from the relevant authorities for the use of such routes, signs
and directions.
The Owner will not be responsible for any claims which may arise from the use or
otherwise of any access route. The Owner does not guarantee the suitability or
availability of any particular access route, and will not entertain any claim for any non-
suitability or non-availability for continuous use during construction of any such route.
5.12 Rights of Way and Facilities
The Contractor shall bear all costs and charges for special or temporary rights-of-way
required by him for access to the Site. The Contractor shall also provide, at his own
cost, any additional facilities outside the Site required by him for the purposes of the
Works.
5.13 Programme
Within the completion time (Commissioning period) stated in the Appendix - C & D ,
the Contractor shall submit to the Owner / Owner’s Representative, for information, a
programme which shall contain the following:
(a) The order in which the Contractor proposes to carry out the Works (including
each stage of design, procurement of material and construction).
(b) Milestones for submissions and approvals or consents required
The programme shall include all major events and activities in the production of
Construction Documents and the periods for the Owner / Owner’s Representative’s
approval or consent, as indicated in the Owner’s Requirements. Unless otherwise
stated in the Contract, the programme shall be developed using precedence
networking techniques, showing early start, late start, early finish and late finish dates.
No work shall be programmed to begin on Site before the relevant late finish date of
the periods for the Owner / Owner’s Representative’s approval or consent.
The Contractor shall, whenever required by the Owner / Owner’s Representative,

provide in writing, for information, a general description of the arrangements and
methods which the Contractor proposes to adopt for the execution of the Works. No
significant alteration to the Programme, or to such arrangements and methods, shall
be made without informing the Owner / Owner’s Representative. If the progress of the
Works does not conform to the programme, the Owner / Owner’s Representative may
instruct the Contractor to revise the programme, showing the modifications necessary
to achieve completion within the Time for Completion. The Contractor shall at all times
be responsible for the efficiency and adequacy of his means, methods of construction


18
or performance, materials, work force and equipment, irrespective of whether

Contractor acts as a result of any direction of or reviews by Owner.
5.14 Progress Reports
Monthly progress reports shall be prepared by the Contractor and submitted to the
Owner’s Representative in six (6) copies. The first report shall cover the period up to
the end of the calendar month after that in which the Commencement Date occurred;
reports shall be submitted monthly thereafter, each within 7 days of the last day of the
period to which it relates. Reporting shall continue until the Contractor has completed
all work which is known to be outstanding at the completion date till issuing of Taking-
Over Certificate by Owner, if need be.. Each report shall include:
(a) Photographs and detailed descriptions of progress,
(b) Master project schedule showing the actual progress as on reporting date,
(c) Drawing schedule showing as on reporting day status,
(d) Specification / procurement of civil material schedule showing the status as on

reporting day,
(e) Subcontract schedule showing the present day status,
(f) Critical path monitoring schedule,
(g) Progress curves
(h) Records of Contractor’s Equipment on Site;
(i) Copies of quality assurance documents, test results and certificates of Materials
along with despatch documents;
(j) Safety statistics, including details of any hazardous incidents and activities
relating to environmental aspects and public relations; and
(k) Comparisons of actual and planned progress, with details of any aspects which
may jeopardize the completion in accordance with the Contract, and the
measures being (or to be) adopted to overcome such aspects.
(i) Coordination and review meetings.
(m) Statutory approval and plant interfacing agencies status report
5.15 Contractor’s Equipment
Unless otherwise stated, the Contractor shall provide all Contractor’s Equipment
necessary to complete the Works. All Contractor’s Equipment shall, when brought on
to the Site, be deemed to be exclusively intended for the execution of the Works. The
Contractor shall not remove from the Site any such Contractor’s Equipment without
the consent of the Owner’s Representative. Contractor shall be responsible for loss or


19
damage to all of his or his subcontractor’s equipment, material, tool or other articles
used or held for use in connection with the work. Owner shall have no responsibility or
liability for such equipment and tools of Contractor or his subcontractors. After
completion of work Contractor shall have the right to remove his equipment, tools &
tackles and excess material.
5.16 Safety Precautions
The Contractor shall comply with all applicable safety regulations in his design,
access arrangements and operations on Site. Unless otherwise stated, the Contractor
shall, from the commencement of work on Site until taking-over by the Owner,
provide:
(a) Fencing, lighting, guarding and watching of the Works, and
(b) Temporary roadways, footways, guards and fences which may be necessary for
the accommodation and protection of owners and occupiers of adjacent land,
the public and others.
5.17 Protection of the Environment
During construction, the Contractor shall take all reasonable steps to protect the
environment (both on and off the Site) and to limit damage and nuisance to people
and property resulting from pollution, noise and other results of his operations. The
Contractor shall ensure that air emissions, surface discharges and effluent from the
Site during the Contract Period shall not exceed the values indicated in the Owner’s
Requirements, and shall not exceed the values prescribed by law.
5.18 Electricity and Water
The Contractor shall be entitled to use for the purposes of the Works such supplies of
electricity, water and other services as may be available on the Site and of which
details are given in the Owner’s Requirements. The Contractor shall pay the Owner at
the prices stated as per mutually agreed rates. The quantities consumed shall be
determined by the Owner / Owner’s Representative, who shall include the amounts
due as deductions in Interim and Final Payments. The Contractor shall, at his risk and
cost, provide any apparatus necessary for such determination or additional equipment
generating power or water.
The Owner will make all reasonable efforts to provide Water and Power. However, if
the same is not available, the Contractor has to make his own arrangements such as
mobile Diesel generating sets.
5.19 Payment of Costs, Taxes and Contributions
As respects this Contract, Contractor shall pay when due all Contractor’s costs
incurred in the Performance of this Contract including all taxes, duties, and fees
imposed under Applicable Law by reason of its performance of the Work including,
storage, consumption taxes; Contractor’s license and registration fees; Contractor’s
income, profit, franchise, real and personal property taxes (but not taxes on the real or
personal property of Owner or the Site); Contractor’s employment taxes and


20
contributions imposed by Applicable Law or trade union contracts with respect to or

measured by compensation (wages, salaries or other) paid to employees of
Contractor, including but not limited to taxes and contributions for unemployment
compensation insurance, old age benefits, health and welfare funds, pensions and
annuities, and disability insurance. All such taxes of Contractor shall be deemed
included in the Contract Price as stated in the Contract. Contractor shall at its cost
defend, indemnify and hold Owner, its affiliated companies from all liability resulting
from Contractor’s or its vendors’ or subcontractors’ failure to make timely payment or
comply with the reporting, filing or other procedural requirements under Applicable
Law with respect to payments required hereunder.
5.20 Works contract tax
The Contractor shall apply for automatic exemption fee for works contract tax or in the
alternate shall furnish the undertaking in accordance with rule. Also:
a) The Contractor shall not be entitled to use declaration forms to purchase goods
at Concessional rate of tax or without paying tax for being used in the execution
of such contract.
b) Where the Contractor uses declaration forms in purchasing any goods in

violation of condition above, apart from paying exemption fee under this
notification, he shall be liable to pay tax on the said purchases at the rate
notified under sub-clause 6.4 with interest thereon. However, if he has paid any
tax at the time of such purchases tax so paid shall be allowed as set-off against
the tax payable by him.
5.21 Import License and Permits
The Contractor shall obtain all import permits or licenses required for any part of the
Work within the time stated in the Programme or, if not so stated, in reasonable time
having regard to the time for delivery of the Work and the Time for Completion. The
Contractor shall pay all customs and import duties arising upon the importation of its
materials and equipment into the country in which the Work is to be installed. It is
intended that this Clause be applicable only to the Work and equipment and not
operating permits or any other licenses, permits or approvals which are Owner’s
Obligations.
5.22 Clearance of Site
During the execution of the Works, the Contractor shall keep the Site free from all
unnecessary obstruction, and shall store or dispose of any Contractor’s Equipment or
surplus materials. The Contractor shall clear away and remove from the Site any
wreckage, rubbish or Temporary Works no longer required.
Upon the issue of any Taking-Over Certificate, the Contractor shall clear away and
remove, from that part of the Site and Works to which such Taking-Over Certificate
refers, all Contractor’s Equipment, surplus material, wreckage, rubbish and

Temporary Works. The Contractor shall leave such part of the Site and the Works in a
clean and safe condition to the satisfaction of the Owner / Owner’s Representative.
Except that, the Contractor shall be entitled to retain on Site, until the expiry of the


21
Contract Period, such Contractor’s Equipment, Materials and Temporary Works as

required by him for the purpose of fulfilling his obligations under the Contract.
If the Contractor fails to remove, by 28 days after the issue of the take over
Certificate, any remaining Contractor’s Equipment, surplus material, wreckage,
rubbish and Temporary Works, the Owner may sell or otherwise dispose of such
items. The Owner shall be entitled to retain, from the proceeds of such sale, a sum
sufficient to meet the costs incurred in connection with the sale or disposal, and in
restoring the Site. Any balance of the proceeds shall be paid to the Contractor. If the
proceeds of the sale are insufficient to meet the Owner’s costs, the outstanding
balance shall be recoverable from the Contractor by the Owner.
5.23 Inspection at Site
At reasonable times, Owner/Lenders may inspect the Site and the appropriate work
records of Contractor and its subcontractors to ascertain Contractor’s compliance with
the safety, health and cleanliness requirements of this Contract. However, neither the
existence nor exercise of such right shall relieve Contractor of its responsibility for
monitoring the Work participants’ compliance with the safety and health requirements
and for fulfilling all its other obligations thereunder with respect to health, safety and
cleanliness.
5.24 Security of the Site
Unless otherwise stated :
(a) The Contractor shall be responsible for keeping unauthorised persons off the
Site, and
(b) Authorised persons shall be limited to the employees of the Contractor,

employees of his Subcontractors and persons authorised by the Owner or the
Owner’s Representative.
5.25 Contractor’s Operations on Site
The Contractor shall confine his operations to the Site and any additional areas which
may be provided by the Contractor and agreed by the Owner as forming part of the
Site. The Contractor shall take all necessary precautions to keep his personnel and
equipment within the Site and such additional areas, and to keep and prohibit them
from encroaching on adjacent land.
6.0 DESIGN
6.1 General Obligations
The Contractor shall carry out, and be responsible for, the design of the Works.
Design shall be prepared by qualified designers who are engineers or other
professionals who comply with the criteria (if any) stated in the Owner’s
Requirements. For each part of the Works, the prior consent of the Owner / Owner’s
Representative shall be obtained to the designer and design Subcontractor, if they are
not named as such in the Contract. The obligations of designers and design


22
Subcontractors shall be undertaken and performed on behalf of the Contractor in

accordance with the Contract. Nothing contained in the Contract shall create any
contractual relationship or professional obligations between any designers, or a
design Subcontractor, and the Owner.
The Contractor holds himself, his designers and design Subcontractors as having the
experience and capability necessary for the design. The Contractor undertakes that
the designers shall be available to attend discussions with the Owner / Owner’s
Representative, at all reasonable times during the Contract Period.
6.2 Construction Documents
The Contractor shall prepare Construction Documents in sufficient detail to satisfy all
regulatory approvals, to provide Contractors and construction personnel sufficient
instruction to execute the Works, and to describe the operation of the completed
Works. The Owner / Owner’s Representative shall have the right to review and
inspect the preparation of Construction Documents, wherever they are being
prepared.
In accordance with the details (if any) specified in the Owner / Owner’s Requirements,
the Contractor shall submit his proposed Construction Documents for the Owner /
Owner’s Representative’s for approval. For each part of the Works, construction shall
not commence prior to receipt of such approval to the relevant proposed Construction
Documents, and shall be in accordance with such Construction Documents. Unless
confirmed in writing by the Owner, no document shall be considered as not required
to be approved.
The Contractor shall notify the Owner / Owner’s Representative if the Contractor
wishes to modify any design or document to which approval has previously been
given by Owner, and shall submit revised documents to the Owner / Owner’s
Representative for further approval.
If the Owner / Owner’s Representative instructs that further Construction Documents

are necessary for carrying out the Works, the Contractor shall upon receiving the
Owner / Owner’s Representative’s instructions prepare such Construction
Documents. Errors, omissions, ambiguities, inconsistencies, inadequacies and other
defects shall be rectified by the Contractor at his own cost.
6.3 Contractor’s Undertaking
The Contractor undertakes that, the design, the Construction Documents, the
execution and the completed Works will be in accordance with the following, in order
of priority:
a) The laws of India, and
b) The documents forming the Contract, as altered or modified by Variations.



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6.4 Technical Standards and Regulations
The design, the Construction Documents, the execution and the completed Works
shall comply with the Country’s national specifications, technical standards, building,
construction and environmental regulations, regulations applicable to the product
being produced from the Works, and the standards specified in the Owner’s
Requirements, applicable to the Contractor’s Proposal and Schedules, or defined by
law. References in the Contract to such specifications and other matters shall be
understood to be references to the edition applicable on the Base Date, unless stated
otherwise.
If substantially changed or new applicable specifications, technical standards or

regulations come into force after the Base Date, the Contractor shall submit proposals
for compliance to the Owner / Owner’s Representative. In the event that the Owner /
Owner’s Representative determines that such proposals constitute a variation, he
shall then initiate a Variation in accordance with Clause 16.
6.5 Inspection and Testing of work
Owner Entitled to Inspect and Test: The Owner shall be entitled at all reasonable
times during construction to inspect, examine and test on the Site, Contractor’s
premises or elsewhere the materials, equipment and workmanship and performance
of all Work to be supplied under this Contract. If part of the Work is being carried out
at other premises, the Contractor shall obtain for the Owner permission to inspect,
examine and test as if the Work were being carried out on the Contractor’s premises.
Such inspection, examination or testing shall not release the Contractor from any
obligation under the Contract.
Arrangements: The Contractor shall agree with the Owner the date and the place at
which any Work will be ready for testing or inspection as provided in the Contract. The
Contractor shall give an advance intimation minimum 15 days to Owner for the
purpose of Owner witnessing any test / inspection. The Owner shall give the
Contractor 48 hours’ notice of his intention to attend the test or inspection. If the
Owner does not attend at the place so named on the date agreed, the Contractor may
proceed with the test or inspection which shall then be deemed to have been made in
the Owner’s presence. The Contractor shall forthwith forward to Owner duly certified
copies of the results of such test or inspection.
Tests at Site where the Contract provides for tests or inspection on the Site the
Contractor shall provide free of charge such assistance or vendor, labour, materials,
electricity, fuel, stores, apparatus and instruments etc. as may be requisite and as
may be reasonably demanded to carry out such test or inspection by Owner.
6.6 As-Built Drawings
The Contractor shall prepare, and keep up-to-date, a complete set of “as-built”
records of the execution of the Works, showing the exact “as-built” locations, sizes
and details of the work as executed, with cross references to relevant specifications
and data sheets. These records shall be kept on the Site and shall be used
exclusively for this purpose.


24
In addition, the Contractor shall prepare and submit to the Owner / Owner’s
Representative “as-built drawings” of the Works, showing all Works as executed. The
drawings shall be prepared as the Works proceed, and shall be submitted to the
Owner / Owner’s Representative for his inspection. The Contractor shall obtain the
consent of the Owner / Owner’s Representative as to their size, the referencing
system, and other pertinent details.
Prior to the issue of any Taking-Over Certificate, the Contractor shall submit to the
Owner’s Representative one microfiche copy, one full-size original copy and six
printed copies of the relevant “as-built drawings”, and any further Construction
Documents specified in the Owner’s Requirements. The Works shall not be
considered as complete for the purposes of taking-over under Sub-Clause 11.1 until
such documents have been submitted to the Owner’s Representative.
6.7 Error by Contractor
If errors are found in the Construction Documents, they and the Works shall be
corrected at the Contractor’s cost.
7.0 STAFF AND LABOUR
7.1 Engagement of Staff and Labour
The Contractor shall make his own arrangements for the engagement of all staff and
labour, local or otherwise, and for their payment, housing, feeding and transport etc.
7.2 Rates of Wages and Conditions of Labour
The Contractor shall pay wages, and observe conditions of labour, as favourable as
those established for the trade or industry by the local Government where the work is
carried out. If no such established rates or conditions are applicable, the Contractor
shall pay wages and observe conditions as favourable as the general level of wages
and conditions observed by Owners whose trade or industry is similar to that of the
Contractor.
7.3 Persons in the Service of Others
The Contractor shall not recruit, or attempt to recruit, his staff and labour from
amongst persons in the service of the Owner or the Owner’s Representative.
7.4 Labour Laws
The Contractor shall comply with all the relevant labour laws of India applying to his
employees, and shall duly pay and afford to them all their legal rights. The Contractor
shall require all such employees to obey all applicable laws and regulations
concerning safety at work.


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7.5 Facilities for Staff and Labour
Unless otherwise stated, the Contractor shall provide and maintain all necessary
accommodation and welfare facilities not limited to drinking water, Toilets, Canteen,
Crèche etc. for his (and his Subcontractor’s) staff and labour. The Contractor shall
also provide the facilities specified in the Owner’s Requirements, for the Owner’s and
Owner’s Representative’s personnel. The Contractor shall not permit any of his
employees to maintain any temporary or permanent living quarters within the
structures forming part of the Works.
7.6 Health and Safety
Precautions shall be taken by the Contractor to ensure the health and safety of his
staff and labour. The Contractor shall, in collaboration with and to the
requirements of the local health authorities, ensure that medical staff, first aid
facilities, sick bay and ambulance service are available at the accommodation and on
the Site at all times, and that suitable arrangements are made for all necessary
welfare and hygiene requirements and for the prevention of epidemics. The
Contractor shall maintain records and make reports concerning health, safety and
welfare of persons, and damage to property, as the Owner / Owner’s Representative
may reasonably require.
The Contractor shall appoint a member of his staff at the Site to be responsible for
maintaining the safety, and protection against accidents, of personnel on the Site.
This person shall be qualified for his work and shall have the authority to issue
instructions and take protective measures to prevent accidents. The Contractor shall
send, to the Owner/Owner’s Representative, details of any accident as soon as
possible after its occurrence.
7.7 Contractor’s Superintendence
The Contractor shall provide all necessary superintendence during the design and
execution of the Works, and as long thereafter as the Owner / Owner’s
Representative may consider necessary for the proper fulfilling of the Contractor’s
obligations under the Contract. Such superintendence shall be given by sufficient
persons having adequate knowledge of the operations to be carried out (including the
methods and techniques required, the hazards likely to be encountered and methods
of preventing accidents) for the satisfactory and safe execution of the Works.
7.8 Contractor’s Personnel Removal
The Contractor shall employ (or cause to be employed) only persons who are careful
and appropriately qualified, skilled and experienced in their respective trades or
occupations. The Owner / Owner’s Representative may require the Contractor to
remove (or cause to be removed) any person employed on the Site or Works, if :
(a) Persists in any misconduct

(b) Is incompetent or negligent in the performance of his duties
(c) Fails to conform with any provisions of the Contract, or


26
(d) Persists in any conduct which is prejudicial to safety, health, or the protection of
the environment.
If appropriate, the Contractor shall then appoint (or cause to be appointed) a suitable
replacement person.
7.9 Disorderly Conduct
The Contractor shall at all times take all reasonable precautions to prevent any
unlawful, riotous or disorderly conduct by or amongst his staff and labour, and to
preserve peace and protection of persons and property in the neighbourhood of the
Works against such conduct. After successful completion of works the owner should
have no liability for the workmen employed by Contractor for providing any permanent
job opportunities.
8.0 MATERIALS AND WORKMANSHIP
8.1 Manner of Execution
All Materials to be supplied and all work to be done shall be executed, in the manner
set out in the Contract. Where the manner of execution is not set out in the Contract,
the work shall be executed in a proper, workmanlike and careful manner, with
properly equipped facilities and non-hazardous Materials, and in accordance with
recognized good practice.
8.2 Delivery to Site
The Contractor shall be responsible for procurement, transport, Insurance for Civil
Work, receiving, unloading and safe keeping of all Materials and Contractor’s
Equipment and other things required for the completion of the Works.
8.3 Testing
If the Contract provides for tests, the Contractor shall provide all documents and other
information necessary for testing and such assistance, competent specifically
identified person, labour, materials, electricity, fuel, stores, apparatus and instruments
as are necessary to carry out such tests efficiently.
The Contractor shall agree, with the Owner / Owner’s Representative, the time for the
testing of Works as specified in the Contract. The Owner / Owner’s Representative
shall give the Contractor not less than 48 hours’ notice of his intention to attend the
tests. The Contractor shall provide sufficient suitably qualified and experienced staff to
carry out the tests specified in the Contract.
If the Owner / Owner’s Representative does not attend at the time and place agreed,
or if the Contractor and the Owner / Owner’s Representative agree that the Owner /
Owner’s Representative shall not attend, the Contractor may proceed with the tests.
Such tests shall be deemed to have been made in the Owner / Owner’s
Representative’s presence.


27
The Contractor shall promptly forward to the Owner / Owner’s Representative duly
certified reports of the tests. If the Owner / Owner’s Representative has not attended
the tests, he shall accept the readings as accurate. When the specified tests have
been passed, the Owner / Owner’s Representative shall endorse the Contractor’s test
certificate if found to be as per specification requirement, or issue a certificate to him,
to that effect.
8.4 Rejection
If, as a result of inspection, examination or testing, the Owner / Owner’s

Representative decides that any work, Materials, design or workmanship is defective
or otherwise not in accordance with the Contract, the Owner /Owner’s Representative
may reject such work, Materials, design or workmanship and shall notify the
Contractor promptly, stating his reasons. The Contractor shall then promptly make
good the defect and ensure that the work performs in line with requirements of the
contract.
9.0 COMMENCEMENT, DELAYS AND SUSPENSION
9.1 Commencement of Works
The Contractor shall commence the design and execution of the Works as soon as is
reasonably possible after the receipt of a notice to this effect from the Owner /
Owner’s Representative. Such notice shall be issued within the time stated in the
Appendix - C & D after the Effective Date. The Contractor shall then proceed with the
Works with due expedition and without delay, until completion.
9.2 Time for Completion
Time for completion for Civil & Structural Works as per the Contract shall be 15
months from the date of commencement
9.3 Extension of Time for Completion
The Contractor may apply for an extension of the Time for Completion if he is or will
be delayed either before or after the Time for Completion by any of the following
causes:
(a) Variation (unless an adjustment to the Time for Completion is agreed under
Clause 15 ),
(b) A force majeure event (as defined in Sub-Clause 20.1),
9.4 Rate of Progress
If, at any time, the Contractor’s actual progress falls behind the programme referred to
in Sub-Clause 5.13, or it becomes apparent that it will so fall behind, the Contractor
shall submit to the Owner / Owner’s Representative a revised programme taking into
account the prevailing circumstances. The Contractor shall, at the same time, notify
the Owner / Owner’s Representative of the steps being taken to expedite progress, so
as to achieve completion within the Time for Completion.


28
Contractor shall seek owner's prior consent before taking any step in meeting his
obligation under the sub clause which may cause owner to incur additional cost
9.5 Liquidated Damages (LD) for Delay
If the Contractor fails to comply with Sub-Clause 9.2 in respect of time schedule, the
Contractor shall pay to the Owner the relevant sum stated in this Section – 4 & 5 of
Volume - I as LIQUIDATED DAMGES (LD) for such default for every week or part
thereof which shall elapse between the relevant Time for Completion as per contract
and the actual date of completion; except that the total payment shall not exceed the
limit of LIQUIDATED DAMGES (LD) stated in this contract. The Owner may, without
prejudice to any other method of recovery, deduct the amount of such LIQUIDATED
DAMGES (LD) from any monies due, or to become due to the Contractor or from
performance bond. In the event of an extension of time being granted under Sub-
Clause 9.3, the amount due under this Sub-Clause shall be recalculated accordingly.
The Levy of such Liquidated Damages (LD) shall not relieve the Contractor from his
obligation to complete the Works, or from any other of his duties, obligations or
responsibilities under the Contract.
In case of prolonged delay for take over (i.e.) delays more than (9) months from the
date of commissioning, the Owner will have the right to reject the works or terminate
the contract and to recover the contract price.
9.6 Suspension of Work
The Owner’s Representative may at any time instruct the Contractor to suspend
progress of part or all of the Works. During suspension, the Contractor shall protect,
store, secure and insure such part or the Works against any deterioration, loss or
damage.
9.7 Consequence of Suspension
If the Contractor suffers delay and in the following the Owner’s Representative’s
instructions under Sub-Clause 9.6, and in resumption of the work, the Contractor shall
give notice to the Owner’s Representative, with a copy to the Owner. After the receipt
of such notice the Owner’s Representative shall proceed to agree or determine any
extension of time and any other implication to which the Contractor is entitled under
Sub-Clause 9.3 and shall notify the Contractor accordingly, except that the Contractor
shall not be entitled to such extension if the suspension is due to a cause attributable
to the Contractor.
Further, if the suspension is due to a cause attributable to the Contractor, the

Contractor shall not be entitled to extension of time for, or payment of the costs
incurred in, making good any deterioration, defect or loss caused by faulty design,
workmanship or materials, or by the Contractor’s failure to take the measures
specified in Sub-Clause 9.6.


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9.8 Resumption of Work
After receipt of permission or of an instruction to proceed, the Contractor shall, after

notice to the Owner / Owner’s Representative, and together with the Owner / Owner’s
Representative examines the Works and the Plant and Materials affected by the
suspension. The Contractor shall make good any deterioration or defect in or loss of
the Works or Plant or Materials, which has occurred during the suspension and shall
resume the work.
10.0 STATUTORY APPROVAL FOR WORKS
All statutory clearance/approvals for works are in Contractor’s scope except

clearances from State Electricity Board (SEB) under sec-44, Pollution Control Board &
Aviation clearance which are in owner’s scope. However, all supporting papers and
desired assistance are to be provided by Contractor.
11.0 OWNER’S TAKING OVER
11.1 Taking-Over Certificate
On successful performance test by owner the civil work will be taken over by the
owner and a Taking-Over Certificate for the Works will be issued.
The Contractor may apply by notice to the Owner’ for a Taking-Over Certificate not
earlier than 7 days before the Works or Section (as the case may be) will, in the
Contractor’s opinion, be complete and ready for taking over. The Owner shall, within
14 days after the receipt of the Contractor’s application:
(a) Issue the Taking-Over Certificate to the Contractor, stating the date on which the
Works were completed in accordance with the Contract (or a preliminary
certificate issued stating that except for minor outstanding work that does not
affect the use of the Works or Section for their intended purpose) or
(b) The Contractor shall rectify or complete to the reasonable satisfaction of the
Owner within the time stated in the Preliminary Taking-Over Certificate any
outstanding items of Work noted as requiring rectification or as incomplete. In
the event the Contractor fails to do so, the Owner may arrange for the
outstanding Work to be done and the Cost thereof shall be deducted from the
Contract Price and.
(c) If, by reason of any deficiency on the part of the Contractor, a final Taking-Over
Certificate has not been issued in respect to the whole of the Work within one
month after the Time for Completion, the Owner shall be entitled to use any
portion or part of the Work in respect of which the Certificate has not been
issued, provided the same is reasonably capable of being used notwithstanding
the deficiency. The above does not absolve the Contractor from his contractual
obligations.


30
Reject the application, giving his reasons and specifying the work required to be done
by the Contractor to enable the Taking-Over Certificate to be issued: the Contractor
shall then complete such work before issuing a further notice under this Sub-Clause.
12.0 DEFECTS LIABILITY (WARRANTY)
12.1 Period Defined
Refer Section - 5 of Volume - 1 of EPC Tender specification (Doc.No.:3040720001-

ME-SPC-700-001) for details under these Conditions.
12.2 Making Good
If any defect shall appear or damage occur, the Owner shall forthwith inform the
Contractor thereof stating in writing the nature of the defect or damage. The
Contractor shall be responsible for making good by repair or replacement with all
possible speed at his expense any defect in or damage to any part of the Work which
may appear or occur during the Defects Liability Period and which arises either from
any defective materials, equipment, workmanship or design, or from any act or
omission of the Contractor done or omitted during the said period. The Contractor
may with the consent of the Owner, remove from the Site any part of the Work which
is defective or damaged, if the nature of the defect or damage is such that repairs
cannot be expeditiously carried out on the Site.
No equipment shall be repaired for more than two times upto warranty period. If
equipment is required to be repaired again, then equipment shall be replaced
with new equipment instead of repairing of the same. Advance permission shall
be taken from owner for any shut down of plant during stabilisation period.
Maximum 2 no. of shut down each of maximum 24 hrs. shall be permitted.
12.3 Period Extended
The Warranty Period of repairs shall be 6 months after making good the defect or
expiry of warranty period of main plant whichever is later.
12.4 Making Good by Owner
If any such defect or damage be not remedied within a reasonable time, the Owner
may proceed to do the Work at the Contractor’s risk and expense provided that he
does so in a reasonable manner and notifies the Contractor of his intention so to do.
The Costs reasonably incurred by the Owner shall be deducted from the Contract
Price or be paid by the Contractor to the Owner 30 days of Owner’s invoice therefore.
12.5 Latent Defects
If any defect of the kind referred to in this Clause shall appear in any part of the Work
within a period of sixty (60) months after the date of the commissioning of such part of
the Work, the same shall be made good by the Contractor by repair or replacement
(at the Contractor’s option) provided that the defect was caused by the gross
misconduct of the Contractor as defined herein and the defect would not have been
disclosed by a reasonable examination prior to the expiry of the Defects Liability


31
Period. “Gross Misconduct” or major design defect does not comprise each and every
lack of care or skill but means an act or omission on the part of the Contractor which
implies either failure to pay due regard to the serious consequences which a
conscientious and responsible Contractor would normally foresee as likely to ensue or
a wilful disregard of any consequences of such act or omission.
13.0 TITLE
The Title will pass on to owner for materials on receipt at site and for civil work on its
completion.
14.0 CONTRACT PRICE AND PAYMENT
14.1 The Contract Price
Unless otherwise stated in Section - 5 of Volume - 1 of EPC Tender specification

(Doc.No.:3040720001-ME-SPC-700-001) .
(a) The Contract Price shall be firm and not be adjusted for changes in the cost of
labour, materials or other matters;
(b) The Contractor shall pay all duties and taxes in consequence of his obligations
under the Contract;
(c) Any quantities, prices or rates of payment per unit quantity which may be set out
in this contract are only to be used for the purposes stated in this contract.
As full and complete compensation for Contractor’s performance of the Work and
obligations under this Contract, Owner shall pay Contractor a fixed lump sum payable
in accordance with the payment provisions in the Section - 5 of Volume - 1 of EPC
Tender specification (Doc.No.:3040720001-ME-SPC-700-001). Any variation in taxes
and duties coming into effect after the effective date shall be passed on to Owner
subject to conditions mentioned in Volume - 1, section 5 of EPC tender specifications.
14.2 Progress Payments
Notwithstanding any agreed fixed schedule of payments, all payments to Contractor,

including Variations, shall be subject to verification of Work Progress, and Work
actually in place and to adjustment for delays in the progress of Contractor.
14.3 Invoicing
The Contractor shall render invoices as per approved billing schedule on monthly
basis of progress of work including supporting documentation, which shall constitute
Contractor’s certification as to progress, the invoiced amount, the amount of invoices
paid to date and balance of the Contract Price. After receipt of both the invoice and
supporting documentation, Owner/Owner’s representative shall review the invoice for
contract compliance, and certify and advise Contractor of any amount which it
disapproves and the reason therefor, adjust the funding, if necessary, for any under or
overpayment and remit the payable amount of the monthly invoice to Contractor
within 15 days of submission of invoices. Payments shall not constitute acceptance or


32
approval by Owner for Work not properly performed or costs not properly incurred.
Owner shall not be required to, and will have the right to refuse to make payment for
defective Work.
The owner reserves the right to withhold payment to Contractor if work is not carried-
out as per agreed sequence and billing schedule/cash flow.
In the event of Contractors failure to meet delivery commitment, Owner reserves the
right to procure the items directly through his own sources to as to avoid any delay in
project commissioning. The cost so incurred by the owner would be deducted from
any payments due to the Contractor. This would also apply in case the Contractor
fails to rectify / replace any faulty equipment in time. It would not also absolutely the
Contractor of his overall obligation to meet project schedule and performance
guarantees.
In the event of slow progress of work likely to impact the project schedule, the Owner
reserves the right to get the work done through his own resources. The cost incurred
by the Owner would be recovered from the Contractor.
Also in case of Contractors failure to make payments to his subcontractors for the
work carried out by his subcontractors, resulting in delay in civil work completion
Owner reserves the right to make the payments directly to subcontractors and recover
the amount from Contractors payment due or remaining bills.
The above would not absolve the Contractor of his overall obligation to meet project
schedule and performance guarantee.
Final 10% payment shall be released to bidder only after Contractor furnishes NOC
from all subcontractors to Owner.
14.4 Warranty
For a period of fifteen (15) calendar months from the date of commissioning of power
plant or 12 months from the date of takeover, whichever is earlier, the Contractor shall
be liable to replace any parts that may fail or show signs of defects, of his own
manufacture or those of his Subcontractors, and arising from faulty materials,
designs, workmanship or construction or from any act or omission of the Contractors,
excluding normal wear and tear.
All such replacements of defective parts mentioned above shall be made free of cost
to the Owner at site by the Contractor and the return of the defective parts to the
Contractor's works shall be Contractor's responsibility and shall be made at his
expense. The Owner will however, render such assistance in this matter as will
expedite the same.
If it becomes necessary for the Contractor to replace or renew any defective portions
of the works under this clause, the provision of this clause shall apply to the portions
of the works so replaced or renewed until the expiration of six months from the date of
such replacement or renewal or until the end of the warranty period, whichever may
be later. If any defect be not satisfactorily remedied within a reasonable time, the
Owner may proceed to do the work at the Contractor's risk and expense but without


33
prejudice to any other contractual rights which the Owner may have against the
Contractor in respect of any such defects.
Until the end of the Warranty period, the Contractor shall have the right of entry at his
own risk and expense, by himself or his duly authorised representative whose name
shall previously have been communicated in writing to the Owner, at all reasonable
working hours, upon all necessary parts of the works for the purpose of inspecting the
working and the records of the plant and taking notes therefrom and, if he desire, at
his own expense, making any tests subject to the approval of the Owner, which shall
not be unreasonably withheld.
The issue of the Owner's / Inspector's certificate shall in no way exempt the
Contractor from the provisions of this Schedule.
No equipment shall be repaired for more than two times upto warranty period. If
equipment is required to be repaired again, then equipment shall be replaced
with new equipment instead of repairing of the same. Advance permission shall
be taken from owner for any shut down of plant during stabilisation period.
Maximum 2 no. of shut down each of maximum 24 hrs. shall be permitted.
14.5 Representations
Contractor represents that all documents including invoices, billings, waivers,

certifications, releases, and reports submitted by Contractor to Owner, Vendor or
Governmental agency per this Contract shall, to the best of Contractor’s knowledge,
truly reflect the facts about the activities and transactions to which they pertain and
contain no material misstatements or omissions. Contractor further represents that all
of such documents and reports are complete and accurate and understands that
Owner and other recipients will rely on those documents and reports as such.
Acceptance of such reports and documents does not constitute the agreement of
Owner with their contents.
14.6 Liens and Charges
Contractor shall not have and hereby agrees to waive for itself and cause its Sub-
Contractors, vendors and material men any right to place a mechanics or material
lmen’s lien or similar encumbrance or charge on the equipment or drawing whether or
not such liens or charges are founded upon common, local or national law. If such a
lien or charge attaches thereof by any reason of failure by Contractor, its Sub-
Contractors or vendors to pay such indebtedness, or otherwise, Contractor shall
promptly procure its release by bond, payment or otherwise and shall hold Owner
harmless from any loss, damage and expense incidental thereto. If Owner reasonably
believes a lien or charge for which Owner might be or become liable or to which the
supplied equipment or Owner’s property might be or become subject and which is
chargeable to Contractor, its Sub-Contractors or vendors, Owner may retain out of
any amounts due to Contractor an amount which in the judgement of Owner is
reasonably sufficient to indemnify against such lien, charge or claim including legal
fees and associated costs. Owner will retain said amounts until Contractor pays and
discharges the lien, claim or charge or until Owner is satisfied that such lien, charge
or claim is invalid. In that event Owner will promptly release the amount retained and
remit the same to Contractor less any costs Owner is entitled to assess Contractor. If


34
such lien, claim or charge is valid in Owner’s reasonable judgement, Owner may pay
and discharge the same and deduct the amount paid from the balance of the Contract
Price due to Contractor. If a lien, charge or claim remains unsatisfied after completion
and acceptance of the supplied equipment / material, Contractor shall promptly refund
to Owner all amounts paid by Owner in discharging such lien, charge or claim,
including costs and reasonable legal fees and all costs incurred by Owner.
14.7 Punchlists and Retentions
Upon Commissioning, Owner and Contractor shall agree on the list of items requiring
completion or correction by Contractor in order for Contractor to fully comply with the
terms and provisions of this Contract. In addition, Owner and Contractor shall agree
upon the cost (if any)of the correction or completion of each item. Owner shall be
entitled to withhold from the next payment(s) due to Contractor a sum equal to one
and one half times the aggregate value of the items on the list. As Contractor corrects
or satisfactorily completes an item on the list, Owner shall pay to Contractor the value
withheld corresponding to the item corrected or completed. In the event the amounts
due to Contractor are insufficient for this purpose, Contractor shall deposit with Owner
an amount sufficient to make the sum to be held under this paragraph equal to one
and one half times the aggregate value of the items on the list.
14.8 Back charges and Retentions
If in the course of the Project, Owner incurs costs during the Time for Completion in
order (a) to remedy deficient equipment / material supplied;
(b) accelerate or compress Owner’s schedule of start-up activities due to Contractor’s
compression of time available for Owner’s commissioning tasks;
(c) increase the cost of Owner’s leases, rentals, subcontracts with other Contractors
and the like due to Contractor’s schedule impacts; (d) Engineering and supply which
Contractor has omitted, and provided Owner has given Notice to Contractor of such
costs and remedies by Owner, then such costs shall be termed as Back charges.
Owner shall set aside monetary consideration from any Final Payment due to
Contractor to cover Owner’s costs for such Back charges until such time as a Change
Order is negotiated by the Parties to resolve the costs.
15.0 VARIATIONS
In these Conditions the term “Variation” means any major alteration of the Work
whether by way of addition, modification or omission, alteration or other material
change to the Contract,
15.1 Discretion of Owner
The Owner shall have the power by notice to the Contractor from time to time during
the execution of the Contract to instruct the Contractor to make any Variations to the
Work. The Contractor shall carry out Variations and be bound by these Conditions in
so doing as though the Variations were stated in the Contract. If the Contractor
believes that the Variation will involve an addition to or deduction from the Contract
Price / completion schedule, as soon as possible after receiving such instruction, the
Contractor shall provide


35
(a) A detailed description of the circumstances and reasons for the adjustment;
(b) The specific reasons a reasonably detailed itemization and substantiation of the
adjustment;
(c) Documentation, charts, graphs, photographs and reports which bear on the
Variation;
(d) Specific references to the provisions of this Contract on which the Contractor
intends to rely; and
(e) Any other supporting data upon which Contractor intends to rely or which Owner
requests To the extent it reasonably agrees, Owner shall issue a Variations
pursuant thereto. However, no Variation shall be allowed if
(i) Contractor has proceeded prior to notice;
(ii) It is the requirement of this Contract;
(iii) It was necessitated by Contractor’s failure to reasonably comply with the

requirements of this Contract; or
(iv) Contractor’s performance was adversely affected by its acts or omissions

or of those persons or parties under its direction or control. Nothing herein
shall prevent the Contractor from making proposals to the Owner for
Variations to the Work, but no Variation so proposed shall be carried out
by the Contractor except as directed in writing by the Owner.
15.2 Pricing Variation
The amount to be added to or deducted from the Contract Price shall, if not the
subject of a fixed quotation from the Contractor which has been accepted by the
Owner prior to the Variation having been ordered, be determined in accordance with
the rates (if any) specified in the Schedules. Where rates are not contained in the said
Schedules or are not applicable then the amount shall be such sum as is in all the
circumstances reasonable. In any case where the Contractor is instructed to proceed
with a Variation prior to the determination of the value thereof the Contractor shall
keep contemporary records of the Cost of making the Variation and of time expended
thereon. Such records shall be open to inspection by the Owner at all reasonable
times.
15.3 Provisional Payment
Agreement on any Variation shall Constitute a final settlement on all items covered
therein. If Owner and Contractor are unable to agree on the firm price amount of any
proposed Variation, Owner may nonetheless order Contractor to proceed with the
Work to be covered by the proposed Variation and the prosecution of the Works,
provided, however, that Contractor shall be compensated for such Variation on a cost
reimbursable basis (based with respect to services at the respective rates set forth in
the Schedules) subject to a guaranteed maximum price which shall be the firm price
initially proposed by Contractor to Owner for such Variation.


36
15.4 Notice to Contractor
When ordering any Variation to any part of the Work, the Owner shall give the
Contractor such reasonable notice as will enable him to make his arrangements
accordingly. In cases where any Work done or drawings or patterns made that require
to be altered, the Contractor shall be entitled to be paid the Cost of such alterations.
If, in the opinion of the Contractor, any such Variation is likely to prevent or prejudice
him from or in fulfilling any of his obligations under the Contract, he shall notify the
Owner thereof with full supporting details. The Owner shall decide forthwith whether
or not the Variation shall be carried out. If the Owner confirms his instructions in
writing the said obligations shall be modified to such an extent as may be justified.
Until the Owner so confirms his instructions, they shall be deemed not to have been
given.
15.5 Duty to Continue
In the interest of the Work and the Owner and community which it is to serve, delays
and disruptions shall be kept to a minimum. Therefore, Contractor shall promptly
comply with instructions, authorizations, directions and notices given by Owner with
respect to the Work, notwithstanding that agreement has not been reached on the
effects, if any, on Contract Price or Contractor’s program. Failure of Owner and
Contractor to agree to any Variation or the terms thereof or to any adjustment in the
Contract Price or schedule shall be treated as a dispute in accordance with Clause
23.1, but will not excuse Contractor from proceeding with performance of the Work or
variation when so directed.
16.0 DEFAULT OF CONTRACTOR AND OWNER
16.1 Notice to Correct

If the Contractor fails to carry out any of his obligations, or if the Contractor is not
executing the Works in accordance with the Contract, the Owner’s Representative
may give notice to the Contractor requiring him to make good such failure and remedy
the same.
16.2 Termination
If the Contractor :
(a) Fails to comply within a 30 days with a notice under Sub-Clause 16.5,
(b) Abandons or repudiates the Contract,
(c) A failure by the Contractor to achieve a Taking Over even after 36 weeks after
the time of completion
(d) Without reasonable excuse fails:
(i) To commence the Works promptly in accordance with Sub-Clause 9.1.
(ii) To proceed with the Works in accordance with Clause 9.0,


37
(e) Becomes bankrupt or insolvent, goes into liquidation, has a receiving or

administration order made against him, compounds with his creditors, or carries
on business under a receiver, trustee or manager for the benefit of his creditors,
or if any act is done or event occurs which (under any applicable law) has a
similar effect to any of these acts or events,
(f) Fails to comply with a notice issued under Sub-Clause 8.4 within 28 days after
having received it, or
(g) Assigns the Contract or subcontracts the Works without required consent, then,
the Owner may, after having given 14 days’ notice to the Contractor, terminate
the Contractor’s contract under the Contract and expel him from the Site. The
Contractor shall then deliver all Construction Documents, and other design
documents made by or for him, to the Owner’s Representative. The Contractor
shall not be released from any of his obligations or liabilities under the Contract.
The rights and authorities conferred on the Owner and the Owner’s
Representative by the Contract shall not be affected.
The Owner may upon such termination complete the Works himself and/or by any
other Contractor. The Owner or such other Contractor may use for such completion
so much of the Construction Documents, other design documents made by or on
behalf of the Contractor, Contractor’s Equipment, Temporary Works, Plant and
Materials as he or they may think proper. Upon completion of the Works, or at such
earlier date as the Owner’s Representative thinks appropriate, the Owner’s
Representative shall give notice that the Contractor’s Equipment and Temporary
Works will be released to the Contractor at or near the Site. The Contractor shall
remove or arrange removal of the same from such place without delay and at his cost.
If it is found that the Owner was not entitled to terminate under this Sub-Clause, the
Contract shall be deemed to have been terminated under Sub-Clause 3.5.
16.3 Valuation at Date of Termination
The Owner / Owner’s Representative shall, as soon as possible after such

termination, determine in consultation with Contractor and arrive at a mutually agreed
value for completing the balance work (unfinished) as per contract documents.
16.4 Payment after Termination
After such termination, the Owner shall not be liable to make any further payments
due to the Contractor until the costs of design, execution, completion and remedying
of any defects, damages for delay in completion (if any), and all other costs incurred
and to be incurred by the Owner, have been established.
The Owner shall be entitled to recover from the Contractor the extra costs, if any, of
completing the Works. The amount due or payable by Contractor on Termination shall
be determined taking into account cost of completing unfinished contract (if

termination occurs after the contract completion schedule)


38
In case of Bankruptcy and Insolvency the Owner shall be entitled to serve the notice
to the administrator or receiver or liquidator or to any person in whom the contract
may become rested in which the provisions of this clause apply.
16.5 Owner Default
In the event of the Owner failing without good cause, to pay to the Contractor the
amount due under any certificate within 90 days’ after the date of its issue subject to
any deduction that the Owner is entitled to make under the Contract, or becoming
bankrupt or (being a corporation) going into liquidation other than for the purpose of a
scheme of reconstruction or amalgamation, or carrying on its business under an
administrator, receiver, manager or liquidator for the benefit of its creditors or any of
them, the Contractor shall be entitled without prejudice to any other rights or remedies
under the Contract, terminate the Contract by giving Notice to the Owner. In the event
of such termination for Owner’s Default, the Owner shall certify the Termination Value
of the Work as at the date of termination.
17.0 ACCIDENTS AND DAMAGE
17.1 Care of the Work
The Contractor shall be responsible for the care of the Works or any portion thereof
until the date of Taking-Over as stated in the Taking-Over certificate applicable
thereto. The Contractor shall also be responsible for the care of any outstanding Work
which he is carrying out after Completion and Take Over by Owner and during the
Defects Liability Period until all such outstanding Work is complete.
17.2 Making Good
In the event that any part of the Work shall suffer loss or damage whilst the Contractor
has responsibility for the care thereof, the same shall be made good by the Contractor
at his own expense.
17.3 Indemnity
Till such time the plant is taken over by owner;
(a) The Contractor shall be liable for and shall defend and indemnify the Owner
against all claims in respect of personal injury or death and in respect of loss of
or damage to any property (other than property forming part of the Works) which
arises out of or in consequence of the execution of the Work and can be directly
attributable to them and against all demands, costs, charges and expenses
arising in connection therewith.
(b) Contractor shall not be liable for Owner’s negligence or wilful misconduct.
17.4 Owner’s Employees

The Contractor shall indemnify the Owner against all actions, suits, claims, demands,
costs, charges and expenses arising in connection with the death of or injury to any
person employed by the Contractor or his Sub-Contractors for the purposes of the


39
Work. This indemnity shall not apply to the extent that any death or injury is found to
result from act or default of the Owner, his servants, agents or its Contractors for
whom he is responsible. The Owner shall indemnify the Contractor against all claims,
damages, costs, charges and expenses to such extent and in that event.
Indemnification of the Contractor by the owner will be done while applying provisions
of sub-clause 17.5 mutatis mutandis
17.5 Action on Claim
In the event of any claim being made against the Owner arising out of the matters
referred to and in respect of which it appears that the Contractor may be liable under
this Clause the Contractor shall be promptly notified thereof and shall at his own
expense conduct all negotiations for the settlement of the same and any litigation that
may arise in relation thereto. The Owner shall not unless and until the Contractor shall
have failed to take over the conduct of the negotiations or litigation make any
admission which might be prejudicial thereto. The conduct by the Contractor of such
negotiations or litigation shall be conditional upon the Contractor having first given to
the Owner such reasonable security as shall from time to time be required by him to
cover the amount ascertained or agreed or estimated, as the case may be of any
compensation, damages, expenses and costs for which the Owner may become
liable. The Owner shall at the request of the Contractor afford all available assistance
for any such purpose and shall be repaid all Costs reasonably incurred in so doing.
18.0 LIMITATIONS OF LIABILITY
18.1 Mitigation
In all cases the party establishing or alleging a breach of contract or a right to be

indemnified in accordance with the Contract shall be under a duty to take all
necessary measures to mitigate the loss which has occurred provided that he can do
so without unreasonable inconvenience or cost.
18.2 Consequential Damages
Except for the payment or deduction of Liquidated Damges (LD) for delay or failure to
achieve performance, neither the Contractor nor the Owner shall be liable to the other
by way of indemnity or by reason of any breach of the Contract or of statutory duty or
by reason of tort (including but not limited to negligence) for any loss of profit, loss of
contracts or for any financial or economic loss or for any indirect or consequential
damage whatsoever.
18.3 Remedies Exclusive
The Owner and the Contractor intend that their respective rights, obligations and
liabilities as provided for in these Conditions shall be exhaustive of the rights,
obligations and liabilities of each of them to the other arising out of, under or in
connection with the Contract or the Work, whether such rights, obligations and
liabilities arise in respect or in consequence of breach of contract of statutory duty or a

tortious or negligent act or omission which gives rise to a remedy at common law.


40
19.0 INSURANCE
19.1 Works Insurance (Builder’s All Risks)
The Contractor shall in the name of the Contractor, at his cost insure the Work and
keep each part thereof insured for its full replacement value against all loss or
damage under Contractors “All Risks” Insurance Policy and Marine Cargo Insurance
Policy. Such insurance shall be effected from the date of the Notice to Commence
and shall continue to cover damage up to the date of Taking Over Certificate. All
payments under any such policies shall be applied in or towards the replacement and
repair of the Work lost, damaged or destroyed but this provision shall not affect the
Contractor’s liabilities under the Contract.
19.2 Third Party Liability Insurance
The Contractor shall take suitable insurance policy at appropriate time for damage or
death or personal injury to any person (other than any employee of the Owner) or to
any property (other than property forming part of the Work and Contractors
equipment) due to or arising out of the execution of the Work.
19.3 Workers Cover
The Contractor shall at its cost insure and shall maintain insurance against his
complete liability for accidents or injury to its Workmen. The terms of any such policy
shall also include the provision to cover the indemnification of the Owner, if reason of
liability is directly attributable to the Contractor.
19.4 Equipment Cover
The Contractor shall at its cost insure against any loss or damage to the Contractors
equipment (including automobiles) during handling, transportation storage and all
activities to be performed till the date of Taking-over Certificate Contract.
19.5 Evidence
The Contractor and the Owner shall respectively maintain acceptable evidence
(including the policy and the receipts for the premium) of the above insurance covers.
19.6 Default
If the Contractor shall fail to effect and keep enforce the insurance referred to in these
Conditions the Owner may effect and keep in force any such insurance and pay such
premiums as may be necessary for that purpose and deduct the amount so paid by
the Owner from any monies due or which may become due to the Contractor under
the Contract or recover the same as a debt from the Contractor.
19.7 Additional Insureds
Contractor shall provide evidence in the form of Certificates of Insurance listing the
additional insureds as may be more specifically identified in the Special Conditions.


41
19.8 Waiver of Subrogation
Wherever insurance is arranged under the Conditions in the names of the several
designated Parties or persons, or on terms containing provisions for indemnity to
principals, the party effecting such insurance shall procure that the subrogation rights
of the insurers against the other Parties or persons are waived.
20.0 FORCE MAJEURE
20.1 Definition of Force Majeure
In this Clause, “force majeure” means an event beyond the control of the party
affected, which makes it impossible or illegal for a party to perform, including but not
limited to:
(a) Act of God:
(b) War, hostilities (whether war be declared or not), invasion, act of foreign
enemies.
(c) Rebellion, revolution, insurrection, or military or usurped power, or civil war;
(d) Riot, commotion, unless solely restricted to employees of the Contractor or of

his Subcontractors.
(e) Action of court or public authority not capable of being avoided by the party.
20.2 Effect of Force Majeure Event
Neither the Owner nor the Contractor shall be considered in default or in contractual
breech to the extent that performance of obligations is prevented by a force majeure
event which arises after the Effective Date. Non performance of the Contractor or his
subcontractor should not be treated as force majeure under the contract unless the
reason for such non-performance word, itself, constitute an event of force majeure as
defined under the contract.
20.3 Contractor’s Responsibility
Upon occurrence of an event considered by the Contractor to constitute force majeure

and which may affect performance of his obligations, he shall promptly notify the
Owner / Owner’s Representative, and shall endeavour to continue to perform his
obligations as far as reasonably practicable. The Contractor shall also notify the
Owner / Owner’s Representative of any proposals, including any reasonable
alternative means for performance, but shall not effect such proposals without the
consent of the Owner / Owner’s Representative.
20.4 Owner’s Responsibility
Upon occurrence of an event considered by the Owner to constitute force majeure

and which may affect performance of his obligations, he shall promptly notify the


42
Contractor and the Owner’s Representative, and shall endeavour to continue to

perform his obligations as far as reasonably practicable. The Owner shall also notify
the Owner’s Representative and the Contractor .
20.5 Delay in Time for Completion
Contractor shall notify Owner in writing within seven (7) days after Contractor
becomes aware of such an event, setting forth the full particulars in connection
therewith, and shall give written notice to Owner within five (5) days of the cessation
of such event. If Contractor was necessarily delayed in the final completion of the
Works (as retrospectively notified to Contractor by Owner) exclusively by reason of an
event for which it is relieved of delay liability hereunder, the time for completion only
shall be extended to the extent necessary to compensate for the delay directly
resulting from the event as reasonably determined by Owner, but no such extension
shall (i) exceed the total delay encountered taking into account Contractor’s ability to
reschedule activities to minimize or eliminate delays in the final completion of the
Work notwithstanding delays to certain portions of the Work or (ii) be granted unless
written notice of such event is given to Owner as provided above, and a claim for such
extension is presented in writing to Owner within ten (10) days after the termination of
such event. Contractor shall use its best efforts to mitigate the effects of an event.
20.6 Optional Termination, Payment and Release
Irrespective of any extension of time, if a force majeure event occurs and its effect
continues for a period of 182 days (the period should be continuous and not an
aggregate period), either the Owner or the Contractor may give to the other a notice
of termination, which shall take effect 28 days after the giving of the notice. If, at the
end of the 28 - day period, the effect of the force majeure continues, the Contract
shall terminate. If the Contract is terminated under this Sub-Clause or Sub-Clause
3.4, the Owner/Owner’s Representative shall determine the value of the work done
and:
(a) The amounts payable for any work carried out for which a price is stated in the
Contract;
(b) The Cost of Materials ordered for the Works which have been delivered to the
Owner, or of which the Owner is liable to accept delivery: such Materials shall
become the property of (and be at the risk of) the Owner when paid for by the
Owner, and the Contractor shall place the same at the Owner’s disposal;
(c) Any other Cost or liability which in the circumstances is incurred by the
Contractor in the execution of work.
(d) The reasonable Cost of removal of Temporary Works and Contractor’s

Equipment from the Site and the return of such items to the Contractor’s works
in his country (or to any other destination at no greater cost); and
(e) The reasonable Cost of repatriation of the Contractor’s staff and labour
employed wholly in connection and issue a Payment Certificate.


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20.7 Release from Performance under the Law
If an event of force majeure occurs, and under the law of the Contract the Owner and
the Contractor are released from further performance, the sum payable by the Owner
to the Contractor shall be the same as would have been payable under Sub-Clause
20.6 if the Contract had been terminated under that Sub-Clause.
21.0 CLAIMS, DISPUTES AND ARBITRATION
21.1 Disputes
The Parties shall cooperate to facilitate the efficient timely performance of the Work.
The Parties further agree in good faith to undertake resolution of disputes, if any, in an
equitable and timely manner, employing such resolution mechanisms as may be most
suitable to the settlement of the dispute so as to avoid where feasible the need for
legal resolutions of any kind. In the interest of the Work and the communities and
clients the Work is intended to serve, Contractor shall continue uninterrupted the
performance of the Work pending the resolution of any dispute.
In the event of any dispute on any issue under which the Owner/Contractor is liable to
pay Liquidated Damges (LD) or payment to government authority for reasons
attributable to either of them the party shall in effect pay such amounts and thereafter
proceed for settlement of dispute as per Clause 21.4, if required.
21.2 Procedure for Claims
If the Contractor intends to claim any additional payment under any Clause of these
Conditions or otherwise, he shall give notice to the Owner / Owner’s Representative
within 28 days of the start of the event giving rise to the claim.
The Contractor shall keep such contemporary records as may be necessary to

substantiate any claim, either on the Site or at another location acceptable to the
Owner’s Representative. Without admitting the Owner’s liability, the Owner’s
Representative shall, on receipt of such notice, inspect such records. The Contractor
shall permit the Owner / Owner’s Representative to inspect all such records, and shall
(if instructed) submit copies to the Owner / Owner’s Representative.
Within 28 days of such notice, or such other time as may be agreed by the Owner /
Owner’s Representative, the Contractor shall send to the Owner / Owner’s
Representative an account, giving detailed particulars of the amount and basis of the
claim. Where the event giving rise to the claim has a continuing effect, such account
shall be considered as interim. The Contractor shall then, at such intervals as the
Owner / Owner’s Representative may reasonably require, send further interim
accounts giving the accumulated amount of the claim and any further particulars.
Where interim accounts are sent to the Owner / Owner’s Representative, the
Contractor shall send a final account within 28 days of the end of the effects resulting
from the event.
If the Contractor fails to comply with this Sub-Clause, he shall not be entitled to
additional payment.


44
21.3 Expert
Expert shall be arbitrator, having suitable qualification and mutually appointed by the
parties.
21.4 Arbitration
All disputes arising out of or in any way connected with this Agreement shall be
deemed to have arisen at District Jaintia Hills, Meghalaya and only the Courts of
Meghalaya shall have jurisdiction to determine the same.
Several parts of this contract have been read to Contractor and fully understood by
Contractor.
No claim for interest will be entertained by the Owner with respect to any money or
balances which may be in Owner’s hands owing to a dispute between Owner and the
Contractor or with respect of any delay on the part or the Owner in making interim or
final payments or otherwise.
Any dispute in which amicable settlement has not been reached shall be finally
decided at Jaintia Hills in Meghalaya, by Indian arbitration Act and conciliation act
1996.
22.0 GENERAL COVENANTS
22.1 Law of Contract
The Contract shall in all respects be governed by and interpreted in the courts of and
governed by in accordance with the Laws of India.
22.2 Compliance with Applicable Laws: Postings
Contractor shall provide and/or post as appropriate or required by Applicable Law or

regulations all notices, permits, licenses and approvals related to Contractor’s
performance of the Work (other than permits, licenses and approvals to be obtained
by Owner hereunder) and shall observe and abide by all Applicable Law, including
national, state, or local laws, regulations, ordinances and other rules of the
government or any other duly constituted public authority having jurisdiction of the
Work. Contractor further agrees to defend, indemnify and hold Owner harmless
(including expenses and legal fees) from any liability or Liquidated Damges (LD)
which may be imposed by reason of Contractor’s failure or alleged failure to observe
and abide thereby, and agrees to pay legal fees associated with the enforcement of
this indemnity.
22.3 Relationship of the Parties

Contractor shall be at all times an independent Contractor. Owner shall have no

responsibility whatsoever with respect to obligations assumed by Contractor and
nothing in this Contract shall be deemed to constitute Owner a partner, agent or legal
representative of Contractor or to create any fiduciary relationship.


45
22.4 Entire and Complete Contract
This Contract, together with all Schedules, Drawings, Appendices, Variations and any
valid amendments constitutes the entire and complete agreement of the Parties with
respect to the accomplishment of the Works, superseding all prior or
contemporaneous understandings, arrangements and commitments, all of which,
whether oral or written, being superseded and merged herein.
22.5 Binding Effect
This Contract shall be binding upon both the Parties to this Contract, and to any
successor or assignee or validly acquiring an interest hereunder consistent with this
Contract.
22.6 Other Documents
Each Party agrees to execute and deliver any instruments and to perform any acts
that may be necessary or reasonably requested in order to give full effect to the intent
and purpose of this Contract.
22.7 Waiver
Unless otherwise specifically provided by the terms of this Contract, no delay or

failure to exercise a right whether or not resulting from any breach of this Contract
shall impair such right or shall be construed to be a waiver thereof, and the same may
be exercised from time to time and as often as may be deemed expedient. Any
Waiver shall be in writing and signed by the Party granting such waiver. If any
representation, warranty or covenant contained in this Contract is breached by either
Party and thereafter waived by the other Party, such waiver shall be limited to the
particular breach so waived and shall not be used to waive any other breach under
this Contract.
22.8 Visitors, Photographs, Security
Contractor shall be responsible for the security of the Site and protection of the Works
and Plant. Visitors shall be restricted, controlled, and protected. No photographs or
video recording will be permitted without the prior approval of Owner.
22.9 Survival or Obligations
Notwithstanding Owner’s acceptance of the Work or the termination of this Contract

pursuant to its terms, any duty or obligation which has been incurred by Contractor
and which has not been fully observed, performed and / or discharged and any right,
unconditional or conditional, which has been created for the benefit of Owner and
which has not been fully enjoyed, enforced and / or satisfied (including but not limited
to the duties, obligations and rights, if any, with respect to confidentiality, indemnity,
warranty, guaranty) shall survive such acceptance or termination until such duty or
obligation has been fully observed, performed and or discharged and such right has
been fully enjoyed, enforced or satisfied, under the terms of contract.


46
22.10 Third Party Rights
This Contract is not entered into for the benefit of any third party not specifically
named herein as a intended or beneficiary and no rights shall arise from or be
deemed to be granted herein or hereby to or for the benefit of any such third parties.
22.11 Severability
In the event that any provision of this Contract is held to be unenforceable or invalid
by any court of proper jurisdiction, the remaining provisions shall be construed to
reflect the Parties’ original interest and intent as closely as possible without giving
effect to such affected provision.
22.12 Counter Parts
This Contract may be executed in more than one counterpart, each of which shall be
deemed an original.


47
APPENDIX – C
Description Clause No. Details
Owners name and address 1.1.3 Site Address
Nilanchal CementPvt Ltd,

Jaintia Hills, Maghalaya
Delhi Office Address:
Nilanchal CementPvt Ltd

A-85-86, Sector-2,NOIDA, U P ,201 301
Contractor’s name and address 1.1.3 To be finalised
Owner’s Consultant’s name and 1.1.3 FICHTNER Consulting Engineers (India)

address Private Limited
T-451,(A&B) Tower-4,5th floor,International
Infotech park,Vashi Railway Station
Complex,Vashi-400 075.
Law of the Contract 1.4 India
Ruling Languages 1.4 English
Language for communications 1.4 English
Arbitration rules 21.4
Institution to administrator 21.4

arbitration rules As per Indian Arbitration and Conciliation act,
1996
Number of arbitrators 21.4
Language of arbitration 21.4
Place of arbitration 21.4 Jaintia hills in Meghalaya



48
APPENDIX – D
Sl. No. Clause No. Particulars
1 PROJECT SCHEDULE
2 LOI : Letter of Intent issued by owner
3 LOA : Letter of Acceptance by Supplier
4 1.1.4 Zero date / date of commencement – Date of LOI
5 1.1.5 “Commissioning of Thermal Power Plant in Synchronisation with Grid

/ DG set and also in isolation mode for a total period of 72 hours
(duration of each mode shall be decided by the Owner) of continuos
run at MCR / available load with operation of all system / equipment
including stand-by equipment, pollution control equipment etc. from
CCR through DCS with all the interlocks and protection system in
place, in auto and group mode at rated capacity with all parameters in
normal range i.e. well below alarm limits and all critical parameters
shall be as per design. All stand-by equipment shall be ready in
stand-by mode. But the plant should run with single line equipment
and stand-by equipment shall not be running parallel during
Commissioning. All parameters such as temperatures, vibration etc.
for all equipment and all process parameters for all systems shall be
well below alarm limit i.e within good limit as per original equipment
manufacturer’s recommendation during commissioning and
thereafter”.
Before the system declared commissioned , a certificate of

commissioning shall be submitted from OEM for the following
system/equipments:
a) HT Motors
b) Transformers
c) Generator
d) Steam turbine & auxiliaries
e) Steam generator (Boiler) and auxiliaries
f) Instrument air and service air compressors
g) Boiler Fans
h) Ash Handling Plant and Ash handling compressors
i) Fuel and Bed Material handling plant
j) DCS & analysers

k) Boiler Feed pump
l) Water Treatment Plant


49
Sl. No. Clause No. Particulars
m) Water system
n) EOT crane
o) Auxiliary Cooling Water system
p) Fire fighting system
q) Switchyard
6 9.2 Due date of commissioning : 18 months from zero date
7 1.1.5 “Reliability Run” means “15 days continuous operation of thermal

power plant after commissioning, with maximum 2 minor interruptions
of total 4 hours duration (not attributed to customer) in
Synchronisation with Grid / DG set and in isolation mode (duration of
each mode shall be decided by the owner) at MCR / available load
with operation of all system / equipment including stand-by
equipment, pollution control equipment etc. from CCR through DCS
with all the interlocks and protection system in place, operation in auto
and group mode at rated capacity with all parameters in normal range
i.e. well below alarm limit and all critical parameters shall be as per
design. All stand-by equipment shall be ready in stand-by mode. But
the plant should run with single line equipment and stand-by
equipment shall not be running parallel during reliability run and
thereafter”.
8 1.1.5 Stabilisation period : 3 months from the date of commissioning
9 1.1.5 Performance Guarantee Test: Within three months after stabilization

period. Contractor to conduct the Performance Guarantee Test as
agreed in the Technical schedule.
10 11.0 Take Over of Plant: On successful demonstration of performance

guarantee test, plant will be taken over by the owner and take over
certified will be issued to supplier.
11 12.0 Defect Liability Period / Warranty: 12 months from the date of take-
over or 15 months from date of commissioning whichever is earlier.
No equipment shall be repaired for more than two times upto

warranty period. If equipment is required to be repaired again,
then equipment shall be replaced with new equipment instead of
repairing of the same. Advance permission shall be taken from
owner for any shut down of plant during stabilisation period.
Maximum 2 no. of shut down each of maximum 24 hrs. shall be
permitted.
12 12.5 Latent Defect Liability Period: 60 months from the date of

commissioning.

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FICHTNER Consulting Engineers ( India ) Private Limited.

Subject Doc. No. Rev. Vol. / Sec.

EPC TENDER SPECIFICATION I / 4

COMMERCIAL CONDITIONS OF CONTRACT