Selection of an Agency for Place-making ... - Sagar Smart City

Sagar Smart City Limited

Request for Proposal

For

Selection of an Agency for Design, Installation, Erection and

Commissioning of Sewerage/Waste Water Treatment Plant of 4

MLD Capacity with complete Operation and Maintenance of 7

Years in Lakha Banjara Lake in Sagar Madhya Pradesh under

Smart Cities Mission

Sagar Smart City Limited,

Sagar Smart City Office

2nd Floor, ICCC Building,

New Collectorate Premises,

Sagar, Madhya Pradesh-470002

Phone: 07582-242850

Email: [email protected]

Selection of an Agency for Design, Installation, Erection and Commissioning of Sewerage/Waste Water Treatment Plant of 4 MLD Capacity with complete Operation and Maintenance of 7 Years in Lakha Banjara Lake

in Sagar Madhya Pradesh under Smart Cities Mission

SAGAR SMART CITY LIMITED i

OFFICE OF THE SAGAR SMART CITY LTD. SAGAR

Notice Inviting Tenders (NIT)

NIT No- Date:

Sagar Smart City Ltd., Sagar invites Bids from eligible Bidders for the Project/Work(s) detailed in the

following table. The Bidders shall submit Bids on “Lumpsum Basis” for all of the following

Project/Work(s):

S.

No.

Work

Estimated

Project

Cost

(In Rs.)

Earnest

Money

Deposit

(EMD)

(In Rs.)

Cost of

Tender

Document

(In Rs.)

Completion/

Implementation

Period

(months)

1 Selection of an Agency

for Design, Installation,

Erection and

Commissioning of

Sewerage/Waste Water

Treatment Plant of 4

MLD Capacity with

complete Operation and

Maintenance of 7 Years

in Lakha Banjara Lake in

Sagar Madhya Pradesh

under Smart Cities

Mission

5.70 Cr 2,85,000/- 20,000/- 6 Months

Detailed NIT & Bid Documents can be seen at the website https://mptenders.gov.in and can

be downloaded from the same.

The Bid Documents can be purchased only online from 04/05/2022 on 12:00 Hrs. to 25/05/2022 on 17:00 Hrs.

Any subsequent addendum/ corrigendum shall be published only at website

https://mptenders.gov.in

https://mptenders.gov.in/




SAGAR SMART CITY LIMITED ii

Notice inviting online bids for ‘Selection of an Agency for Design, Installation, Erection and

Commissioning of Sewerage/Waste Water Treatment Plant of 4 MLD Capacity with complete

Operation and Maintenance of 7 Years in Lakha Banjara Lake in Sagar Madhya Pradesh under

Smart Cities Mission’

Chief Executive Officer (CEO), Sagar Smart City Ltd. Invites Bids from eligible Bidders on

“Lumpsum Basis” for all of the following Project/Work(s) given in the table below:

Name & Address of the Procuring Entity

Chief Executive Officer, Sagar Smart City Limited, Sagar Smart City Office , 2nd Floor, ICCC Building, New Collectorate Premises, Sagar, Madhya Pradesh-470002

Subject Matter of Procurement Selection of an Agency for Design, Installation, Erection and Commissioning of Sewerage/Waste Water Treatment Plant of 4 MLD Capacity with complete Operation and Maintenance of 7 Years in Lakha Banjara Lake in Sagar Madhya Pradesh under Smart Cities Mission

Period of completion/ Implementation of physical work

6 Months

Defect Liability Period 24 Months

Bid Procedure Three Part (envelope) open competitive e-Bid procedure on Lumpsum Basis at https://mptenders.gov.in

Bid Evaluation Criteria (Selection Method)

Least Cost in Bid selection

Eligibility Criteria As detailed in RFP

Websites for downloading Bidding Document

https://mptenders.gov.in

Fees Bidding document fee (Non-Refundable): Rs. 20,000 + GST (Twenty Thousand only ) should be paid online through e-procurement portal https://mptenders.gov.in

Earnest Money Deposit (EMD) and Mode of Payment

Rs. 2,85,000 /- (Rupees Two Lakh Eighty Five Thousand only) https://mptenders.gov.in Mode of Payment: Online Payment through https://mptenders.gov.in

Period of on-line availability of Bidding Documents (Start/End Date)

Start Date: - 04/05/2022, 12.00 Hrs.

End Date: - 25/05/2022, 17.00 Hrs.

Pre-bid Meeting 12/05/2022 15.30 Hrs(Refer Clause no 4.1 for detail)

Pre-bid Queries The queries regarding this RFP document can be mailed to [email protected] before 14/05/2022 up to 23.59 Hrs.

Manner, Start Date for submission of Bids

04/05/2022, from 12.00 Hrs.

Last Date for submission of Online Bids

25/05/2022 up to 17.00 Hrs.

Date and time of Technical Bid Opening

27/05/2022 after 15.00 Hrs.

Submission Hardcopy of Bid Only at the request of SSCL

Date/Time/Place of Technical Presentation

Will be intimated later by SSCL to bidders

Date/Time/Place of Financial Bid Opening

Will be intimated later by SSCL to bidders

Bid Validity 180 days


http://www.mpeproc.gov.in/



mailto:[email protected]



SAGAR SMART CITY LIMITED iii

Note:

1. Bidders (authorized signatory) shall submit their offer both for technical and financial

proposal on-line in Electronic form only. The Technical Bid or Financial Bid shall not be

submitted in physical form. However, for the purpose of examination and review at any

stage of the Project, the SSCL reserves the right to summon the original or truly certified

copy of any document submitted by any Bidder in its Bid.

2. Any subsequent addendum/corrigendum shall be published only at the website

https://mptenders.gov.in and will not be published in newspapers. In case there is a holiday

on the day of opening of bids, activities assigned on that date shall be carried out on the

next working day.

3. Before electronically submitting the bids, it should be ensured that all the bid documents

including conditions of contract are digitally signed by the bidder.

4. Department will not be responsible for delay in online submission due to any reason. For

this, bidders are requested to upload the complete bid well advance in time so as to avoid

technical and last-minute issues like slow speed; chocking of website due to heavy load

or any other unforeseen problems.

5. The procuring entity reserves the sole right to cancel the bid process and reject any or all of

the Bids without assigning any reason.

6. Procurement entity disclaims any factual/ or other errors in the bidding document (The onus

is purely on the individual bidders to verify such information) and the information provided

therein are intended only to help the bidders to prepare a bid-proposal.

7. No conditional bids shall be accepted, and such bids shall be summarily rejected forthwith.

http://www.mpeproc.gov.in/



SAGAR SMART CITY LIMITED iv

DISCLAIMER

This request for proposal (RFP) contains brief information about the Project, Qualification

Requirements, Eligibility Criteria and the Selection process for the successful bidder. The purpose

of this RFP documents is to provide bidders with information to assist in the formulation of their

proposal ('Proposal').

The information ('Information') contained in this RFP document or subsequently provided to

interested parties (the bidder(s)), in writing by or on behalf of Sagar Smart City Limited (SSCL) is

provided to Bidder(s) on the terms and conditions set out in this RFP documents and any other terms

and conditions subject to which such information is provided. This RFP document does not purport

to contain all their information each Bidder may require. This RFP document may not be appropriate

for all persons, and it is not possible for SSCL, their employees or advisors to consider the investment

objectives, financial situation and particular needs of each party who reads or uses this RFP

document. Certain Bidders may have a better knowledge of the proposed Project than others. Each

Bidder should conduct its own investigations and analysis and should check the accuracy, reliability

and completeness of the information in this RFP document and obtain independent advice from

appropriate sources.

SSCL, their employees and advisors make no representation or warranty and shall incur no liability

under any law, statute, rules or regulations as to the accuracy; reliability or completeness of the RFP

document and information provided here under is only to the best of the knowledge of SSCL.

Intimation of discrepancies in the RFP, if any, should be given to the office of the SSCL immediately

by the Bidder. If SSCL receives no written communication, it shall be deemed that the Bidders are

satisfied that the RFP document is complete in all respects.

This RFP, along with its Annexures, is not transferable and will be issued only to the interested

Bidding entity. The RFP and the information contained therein are to be used only by the person to

whom it is issued. It may not be copied or distributed by the recipient to third parties (other than in

confidence to the recipient's professional advisors). In the event that the recipient does not continue

with its involvement in the Project in accordance with this RFP, this RFP must be kept confidential.

This RFP document is not an agreement and is not an offer or invitation by SSCL to any other party.

The terms on which the Project is to be developed and the right of the successful bidder shall be as

set out in separate agreement contained herein. SSCL reserves the right to accept or reject any or

all proposals without giving any reasons thereof. SSCL will not entertain any claim for expenses in

relation to the preparation of RFP submissions.

Neither Sagar Smart City Limited , nor its employees and advisors/consultants will have any liability

to any Bidder or any other person under the law of contract, tort, the principles of restitution or unjust

enrichment or otherwise for any loss, expense or damage which may arise from or be incurred or

suffered in connection with anything contained in this RFP, any matter deemed to form part of this

RFP, the award of the Project, the information supplied by or on behalf of SSCL or its employees,

any advisors/consultants or otherwise arising in any way from the selection process for the said

Project.

The purchaser of the RFP shall be deemed to have confirmed that the Bidders are fully satisfied with

the process of evaluation of the Response and the SSCL's decision regarding the qualification or

disqualification or short listing of the Bidders. The Bidders hereby expressly waive any and all

objections or claims in respect thereof. This RFP may be withdrawn or cancelled by SSCL at any

time without assigning any reasons thereof. SSCL further reserves the right, at its complete

discretion to reject any or all of the Bids without assigning any reasons whatsoever.



SAGAR SMART CITY LIMITED v

Contents

1. INTRODUCTION AND GENERAL INSTRUCTION ...................................................................... 1

1.1 Introduction ................................................................................................................................... 1

1.2 General Instructions ...................................................................................................................... 1

2. SCOPE OF WORK ................................................................................................................. 3

2.1 Scope of Work ............................................................................................................................... 3

2.2 Specific Instructions ...................................................................................................................... 3

2.3 Payment Terms .............................................................................................................................. 4

2.4 Eligibility Criteria ........................................................................................................................... 5

2.5 Validity of Bids ............................................................................................................................. 10

2.6 Rejection of Bids .......................................................................................................................... 10

2.7 Special Conditions of Contract .................................................................................................... 10

3. EXECUTION OF WORK ........................................................................................................ 10

3.1 Transfer of Project Work ............................................................................................................. 10

3.2 Time Allowed for Project Execution ........................................................................................... 10

3.3 Safety and Security Measures ..................................................................................................... 11

3.4 Penalty ......................................................................................................................................... 11

3.5 Alteration and Renovations ........................................................................................................ 11

3.6 Change in the Quantities ............................................................................................................. 12

3.7 Payment in Case of Change in the Quantities ............................................................................ 12

3.8 Mobilization Advance and Secured Advance ............................................................................. 12

3.9 Defect Liability Period ................................................................................................................. 13

3.10 Bonus on Early Completion ......................................................................................................... 14

4. TENDERING PROCEDURE AND SCHEDULE ........................................................................... 14

4.1 Pre-Bid Meeting ........................................................................................................................... 14

4.2 Amendment of RFP ..................................................................................................................... 14

4.3 Preparation and Submission of Proposal ................................................................................... 15

4.4 Earnest Money Deposit (EMD).................................................................................................... 16

4.5 Language and Currency of the Bids ............................................................................................ 17

4.6 Sealing and Marking of Proposals .............................................................................................. 17

4.7 Modification and Withdrawal of Proposals ............................................................................... 18

4.8 Opening of Bids ........................................................................................................................... 18

4.9 Evaluation of Proposals/ Bids ..................................................................................................... 18

4.10 Confidentiality ............................................................................................................................. 20

4.11 Acceptance of the Offer/Award and Signing of Contract .......................................................... 20

4.12 Performance Security & Security Deposit .................................................................................. 21



SAGAR SMART CITY LIMITED vi

4.13 Termination of Contract .............................................................................................................. 21

4.14 Settlement of Disputes & Arbitration ......................................................................................... 22

4.15 Severability .................................................................................................................................. 23

4.16 Term and Extension of the Contract ........................................................................................... 24

4.17 Notices ......................................................................................................................................... 24

Annexure 1- LETTER OF PROPOSAL AND INTEREST .................................................................... 25

Annexure 2- GENERAL INFORMATION OF THE BIDDER .............................................................. 27

Annexure 3 - FORMAT FOR TECHNICAL CRITERIA OF BIDDER .................................................... 28

Annexure 4 - FORMAT FOR FINANCIAL CAPABILITY OF BIDDER ................................................. 29

Annexure 5 – UNDERTAKING FOR MANPOWER DEPLOYMENT .................................................. 30

Annexure 6 - FORMAT FOR FINANCIAL PROPOSAL .................................................................... 31

Annexure 7 - FORMAT FOR POWER OF ATTORNEY FOR SIGNING OF PROPOSAL ........................ 33

Annexure 8 - AFFIDAVIT CERTIFYING THAT THE BIDDER IS NOT BLACKLISTED /DEBARRED OR NOT INDULGED IN CORRUPT OR FRAUDULENT PRACTICES ............................................................... 34

Annexure 9 – THE PROJECT SITE ............................................................................................... 35

Annexure 10- COMPLIANCE WITH THE CODE OF INTEGRITY AND NO CONFLICT OF INTEREST .... 36

Annexure 11- DECLARATION BY BIDDER REGARDING QUALIFICATION ...................................... 38

Annexure 12- FORMAT FOR PERFORMANCE BANK GUARANTEE ............................................... 39

Annexure 13- Deleted .............................................................................................................. 40

Annexure 14- FORM OF CONTRACT AGREEMENT ...................................................................... 41

Annexure 15 – BID CAPACITY .................................................................................................... 44

Annexure 16 – Deleted ............................................................................................................. 46

Annexure 17 – SCOPE OF WORK ............................................................................................... 47

Annexure 18 – Deleted ............................................................................................................. 49

Annexure 19 –Deleted .............................................................................................................. 50

Annexure 20 –SPECIAL CONDITIONS OF CONTRACT .................................................................. 51

Annexure 21 – GENERAL CONDITIONS OF CONTRACT ............................................................... 77



SAGAR SMART CITY LIMITED vii

DEFINITIONS

In absence of availability of definitions in the foregoing references, the capitalized terms shall be

interpreted in accordance with the Government of India Guideline or any other relevant law, rule or

regulation prevalent in India, as amended or re-enacted from time to time, in that order;

"Bid" shall mean Technical Bid and Financial Bid submitted by the Bidders, in response to this RFP, in

accordance with the terms and conditions thereof;

"Bidder" for the purpose of the RFP, shall mean „Bidding Entity' (including its permitted successors and

legal assigns subject to fulfilment to conditions given in 'RFP') which meets the Qualification

Requirements/Eligibility Criteria as specified in the 'RFP 'and has been allowed by SSCL based on its

Response to 'RFP' for submission of Bid.

"Bidding Company" for the purpose of the RFP, shall refer to such single person/ company/ firm etc.

(including its permitted successors and legal assigns subject to fulfilment of conditions as given in 'RFP')

which meets the Qualification Requirements/eligibility criteria for submission of Bid;

"Bidding Guidelines" shall mean the procedure methodology/prescribed herewith in RFP for calling the

proposal, selection and finalization of successful bidder for carrying out agreement for execution of the

project;

"Bid Deadline" or “Bid Due Date” shall mean the last date and time for submission of proposal in

response to this RFP, specified herewith;

“Contract Period” shall mean entire period of Project commencing from the date of issuance of LoA and

ending on the date of the completion of Implementation period, Defect liability Period / Operation and

maintenance period or both, certified by the SSCL and shall include the completion/ implementation

period; and it can be extended based on the site situations after the mutual understanding of Successful

Bidder and Authority.

"Performance Security" shall have the meaning as the interest free Performance Security equivalent to

3% (Three Percent) of total awarded amount for the Project, in the form of an irrevocable & unconditional

Bank Guarantee from a Scheduled Bank in the Prescribed format given herein and has to be submitted

within Seven Days (07 days) from the day of issue of LoA, with the validity up to 120 days beyond the

end of the Contract Period.

"Evaluation Committee" – “Evaluation committee shall mean the Procurement Committee of SSCL or

sub-committee constituted by Executive Director for carrying out the evaluation of Technical Bid of the

bidders as per the details elaborated in the RFP.

"Financial Bid" shall mean, the Bidder's Financial Quote on Lumpsum Rate basis of Estimated Project

Cost, including all Charges as defined herein the RFP.

"Contractor" shall mean the successful Bidder, who will execute the 'Project' as per the terms of the

Agreement;

"Letter of Acceptance" or "LoA" shall mean the letter to be issued by SSCL to the Successful Bidder,

who has been identified as the Selected Bidder after the process given in the RFP for awarding the project

for its execution;

"SSCL" shall mean Sagar Smart City Limited or its authorized representative for carrying out the process

for selection of 'Successful Bidder' or 'Selected Bidder' as defined in this RFP and to execute the

Agreement to carry out the Project as per terms of the Agreement and RFP;

"Project" or "The Project" shall mean the work of “Design, Installation, Erection and Commissioning

of Sewerage/Waste Water Treatment Plant of 4 MLD Capacity with complete Operation and

Maintenance of 7 Years in Lakha Banjara Lake in Sagar Madhya Pradesh under Smart Cities

Mission;



SAGAR SMART CITY LIMITED viii

"Successful Bidder" or "Selected Bidder" or “Contractor” shall mean the Bidder selected pursuant to

this RFP for the execution of the Project as per the terms and conditions of this RFP Document.

“Cost Estimate” shall mean the itemized quantities and rates of the material to be installed/to be installed

or executed/to be executed, as submitted by the Contractor along with the detailed design and drawings

for the approval of SSCL. For the avoidance of doubt, the Cost Estimate shall be considered final and

binding only after the approval of the SSCL.



SAGAR SMART CITY LIMITED 1

1. INTRODUCTION AND GENERAL INSTRUCTION

1.1 Introduction

1. Sagar Smart City Limited (SSCL) under implementation of its the proposal from eligible

Bidders, as per the terms and conditions described in this RFP document, with requisite

financial, managerial, and technical expertise and experience for “Selection of an Agency

for Design, Installation, Erection and Commissioning of Sewerage/Waste Water

Treatment Plant of 4 MLD Capacity with complete Operation and Maintenance of 7

Years in Lakha Banjara Lake in Sagar Madhya Pradesh under Smart Cities Mission” at

the designated location in Sagar city.

2. This document outlines the overall scope of the Project, sets out the basic requirements for

the proposal and provides the evaluation criteria to be used for the selection process for

finding out the Successful Bidder and for awarding the Project. The objectives of the RFP are

to evaluate the Bidders Experience, Technical Expertise, Project Methodology, Eligibility

Criteria as mentioned in its Schedules and Annexures along with the Financial capability of

the Bidder and to select the Successful Bidder for executing the work of “Selection of an

Agency for Design, Installation, Erection and Commissioning of Sewerage/Waste

Water Treatment Plant of 4 MLD Capacity with complete Operation and Maintenance

of 7 Years in Lakha Banjara Lake in Sagar Madhya Pradesh under Smart Cities

Mission”.

1.2 General Instructions

1.2.1 The Bid document can be downloaded from the official website https://mptenders.gov.in by

paying non-refundable Bidding Document Fee of an amount of Rs. 20000/-+GST. The Bidder

shall not temper/modify the tender form in any manner downloaded from the website. In case,

if the same is found to be tempered/ modified in any manner, the tender will be completely

rejected, and the Bid document fee shall be forfeited, and the Bidder shall be debarred for a

period of at least 1 year from doing business with SSCL.

1.2.2 The Bidder may be a single entity such as a Company established under the Companies Act

1956/2013 or Partnership or Limited Liability Partnership, Proprietorship Firms registered

under applicable laws of the Country. Bidders coming as a Joint Venture are not allowed

to Bid for this Project.

1.2.3 The Bidders shall have to submit their Bids (both Technical and Financial) online on

https://mptenders.gov.in and upload the relevant documents forms as per RFP document,

within the timeline specified for the same in the RFP.

1.2.4 Bidders shall not be required to submit their Technical Bid documents in hard copy format.

However, for the purpose of examination and review at any stage of the Project, the SSCL

reserves the right to summon the original or truly certified copy of any document submitted

by any Bidder in its Bid.

1.2.5 Bid Security/Earnest Money Deposit (EMD) of the amount specified for the Project/Work(s)

in the table above shall be paid online through e-procurement portal https://mptenders.gov.in

to avail the participation rights in Bidding. Failure to submit the same shall lead to rejection

of bid out rightly.





1.2.6 The Authorized Signatory of the Bidders should have the necessary Portal enrolment with

his/her own Digital Signature Certificate (DSC).

1.2.7 Bid(s) once submitted online cannot be resubmitted or withdrawn. Conditional bids and the

bids not meeting the qualifying criteria on the date of receipt of bids shall be summarily

rejected.

1.2.8 All correspondence with respect to this RFP shall be done through email on the

[email protected]. and shall be address to The Chief Executive Officer, Sagar

Smart City Limited.

1.2.9 The Bidder must provide all the information as requested for in the RFP Document. Sagar

Smart City Limited reserves the right to reject any offer that does not contain all the

information requested thereof. Bids received without the pre requisite EMD and tender cost

proof shall not be accepted.

1.2.10 Sagar Smart City Limited shall not entertain any ‘Post Submission Date communication’ from

any bidder with respect to the proposals. However, after the submission of the RFP document

and other supporting documents by the Bidder, Sagar Smart City Limited reserves the right

to call for clarifications from Bidders, if needed. The Bidders should furnish such

requirements/information within such time as may be permitted by Sagar Smart City Limited.

1.2.11 The Bidder as a token of acceptance of all conditions, shall be required to sign with stamp

on every page of its Bid containing the RFP Document including addendum/query (if any),

other enclosures provided herewith as Annexure and any other submissions by the Bidder.

1.2.12 Bidders should familiarize themselves with the procedures and time frames required for

fulfilling all formalities described in this RFP. If the Bidder is bidding first time for e-tendering,

then it is obligatory on the part of Bidder to fulfil all responsibilities such as registration,

obtaining digital signature certificates etc. well in advance. SSCL shall not be liable for any

such condition in this regard.

1.2.13 All Bidders are required to ensure compliance with the information, all instructions, standards

and codes mentioned in this RFP.

1.2.14 A draft of the Contract Agreement to be entered with Sagar Smart City Limited by the

Successful Bidder for executing the Project is given along with this RFP Document. The RFP,

Technical Bid, Financial Bid, and all subsequent communications with the Bidders shall be

part of the Agreement. Contract Agreement will be executed by the Successful Bidder after

issue of the Letter of Acceptance.

1.2.15 This document constitutes no form of commitment on the part of Sagar Smart City Limited,

whether in respect of the bidding process or otherwise. Furthermore, this RFP document

confers neither the right, nor the expectation on any Bidder to participate in the bidding

process.

1.2.16 Sagar Smart City Limited reserves the right to reject any or all of the Bidders including the

lowest bidder, if it considers necessary to do so, and or to withdraw from the bidding process

or any part of the bidding process or to vary any of the terms at any time without giving any

reason. Nothing contained herein shall confer any right upon any Bidder or any obligation

upon Sagar Smart City Limited.

1.2.17 Nothing in this RFP Document or in any communication issued by Sagar Smart City Limited





or any of their advisers or officers or employees shall be taken as constituting an agreement,

offer, acceptance, warranty, covenant, confirmation or representation to the recipient of this

document or any other party.

1.2.18 Bidders are advised to visit e-tendering website regularly for any clarifications and/or due

date extensions or corrigendum. SSCL shall accept no obligation in this behalf.

1.2.19 Bidders and/or Successful Bidder who are/is found to have made any misleading or false

representations in the Bid including any statements, attachments, document, Performa &

Annexure submitted as proof of the requirements, shall be disqualified.

2. SCOPE OF WORK

2.1 Scope of Work

2.1.1 The Bidder is required to refer Annexure 17 for Scope of Work.

2.2 Specific Instructions

2.2.1 The Contractor shall at its sole expense and risk carry out Survey, Design, for “Selection

of an Agency for Design, Installation, Erection and Commissioning of

Sewerage/Waste Water Treatment Plant of 4 MLD Capacity with complete Operation

and Maintenance of 7 Years in Lakha Banjara Lake in Sagar Madhya Pradesh under

Smart Cities Mission”. The Bidder/Contractor shall have to implement at The Site, as per

Annexure 9 approved survey report, in strict compliance with all applicable laws, rules,

regulations, and environmental laws in connection with the services.

2.2.2 The Contractor shall submit methodology to be adopted by it, survey drawing of the site,

detailed drawings, plans, milestones, implementation mechanism and plans for review to

SSCL. After review, if, Sagar Smart City Limited is not satisfied and raises any objections,

the Bidder/Contractor shall be required to incorporate the suggestions and modifications

within a reasonable time frame and resubmitted the revised plan once again for approval.

2.2.3 The engineers of Sagar Smart City Limited will have a complete access to inspect and check

the materials to be used in the Project. All instructions issued in this regard will be complied

in full and within the stipulated time given by the SSCL.

2.2.4 Bids will be evaluated for the Project on the basis of the lowest cost required by a Bidder for

implementing the Project (the “BID Price”). The total time allowed for completion of

construction under the Agreement (the “Construction Period”) and the period during which

the Contractor shall be liable for maintenance and rectification of any defect or deficiency in

the Project after completion of the Construction Period (the “Defect Liability Period”) shall

be pre-determined and are specified in the Bidding Documents. The Bidder has to quote

the Bid Price in prescribed format as per Annexure 6 and Financial Bid Format given in

the RFP.

Please note that the Bidders are required to Bid within budgeted Estimated Project

Cost as mentioned in the RFP. The Estimated Project Cost mentioned in the RFP

includes the cost for Operation and Maintenance of the Project for 7 Years and the

Bidders shall be required to quote their Financial Offer accordingly. For the




avoidance of doubt, Bidder(s) quoting the Bid Price of more than the Estimated

Project Cost shall be rejected.

Note: For the purpose of payment to the Contractor, the Project Cost quoted by the

Selected Bidder/Contractor shall be distributed into two parts and 85% of such Project

Cost quoted by the Selected Bidder/Contractor shall be paid during the

Implementation Phase and the remaining 15% of such Project Cost quoted by the

Selected Bidder/Contractor shall be paid during the Operation and Maintenance Phase

in 84 equal instalments on a monthly basis.

2.2.5 Bidders shall be ranked as L1, L2, L3, etc. on the basis of the Bid Price quoted by each

Bidder. The selection of successful bidder will be done on the basis of the lowest bid (L1).

In this RFP, the term “Lowest Bidder” shall mean the Bidder who is quoting the lowest Bid

Price. If , “Lowest Bidder” is not selected for any reason, the Authority shall annul the Bidding

Process and invite fresh BIDs.

2.2.6 The Bid Price includes all duties, taxes, royalty, cess, charges, and fees that may be levied

in accordance with the laws and regulations in force, except Goods and Services Tax (GST).

The amount of applicable GST will be paid separately to the Contractor with each bill at

the time of payment. The SSCL shall not be liable for any duties, taxes (except GST only

for SOR Items), royalties and levies as mentioned herein.

2.2.7 The Contractor shall be liable for any defects during the Defect Liability Period as security

to SSCL. During this period any defects on account of design/layout/structure/ specifications

for soil/ irrigation etc. shall be rectified by the Bidder at his own cost.

2.2.8 The Contractor shall have to maintain proper site documents and share the same with the

SSCL as per CPWD Quality Assurance Manual such as Master Register Record, Site Order

Record, Drawings Record, Daily Progress Record, NON Conforming Item Record, Quality

Audit Record, Hindrances Record, Safety Assurance Record, Labour Welfare Record,

Measurement register at which shall be duly signed by the SSCL, assigned from SSCL Etc.

2.2.9 For the purpose of this RFP, Year 1 will be the latest completed financial year, preceding

the bidding. Year 2 shall be the year immediately preceding Year 1 and so on.

2.3 Payment Terms

2.3.1 SSCL shall pay the Contractor the amounts certified by its engineers for the work done during

Implementation phase.

2.3.2 The Contractor shall submit to the SSCL Engineer monthly statements/bills (i.e. running bill)

of the estimated value of the work completed during Implementation phase less the

cumulative amount certified previously, along with copies of the details measurements,

quantities of items of work done since last bill and with all supporting documents such as test

reports, site report sheets etc.

2.3.3 The SSCL Engineer’s shall check the Contractor’s monthly statement/bill and certify the

amount to be paid to the Contractor as per the Bid Price given by the Bidder in Annexure 6

and Financial Bid Format

2.3.4 The engineers of SSCL will have full and unfettered access to inspect and check all the




components of the Project work during Implementation phase. All instructions issued by them

in this regard will be complied with in full and within time stipulated by the SSCL. If SSCL is

of view that any instruction given to the Contractor during Implementation phase and has not

been complied with; it can withhold the part of the payment to be made to the Contractor until

its completion. No claim or compensation will be sought by the Contractor on this account.

2.3.5 All duties, taxes, royalty and fees that may be levied in accordance with the laws and

regulations in force as on the date of payment and on the works undertaken under this

Agreement shall be deducted from the running payments. Nothing in this Agreement shall

relieve the Contractor from its responsibility to pay any tax in respect of this Agreement.

2.3.6 The Contractor shall be solely responsible and liable, at his own cost for all maintenance,

upkeep and repairs of the equipment and its entire components up to completion of the

Contract Period. The Contractor shall also carry out rectification of defects in the works at its

own cost up to completion of Contract Period and Defect Liability Period.

2.3.7 No claim for compensation will be sought by the Contractor for delays in respect of which

extensions had been sought and obtained.

2.4 Eligibility Criteria

2.4.1 Only those Bidders who meet the following Pre-Qualification Criteria are allowed for the

participating in the Tender:

S. No. Type Pre-Qualification Criteria Required Documentary Evidence

1. Company

Profile

The Bidder shall be in

operations for a period of at

least Five (05) years as on

published date of RFP.

1. Copy of certificate of

Incorporation/Registration under

Companies Act 1956 or The Companies

Act 2013, LLP Act, 2008, Partnership

Deed or any other applicable Laws/ Acts.

2. The Bidder must have registration

certificate(s)/application proof and other

applicable documents such as PAN, GST

etc., and any other statutory requirements

to operate in Madhya Pradesh.

3. The Bidder should have EPF Account

Number.

4. Bidder should submit information

confirming the above as per the format

given in Annexure 2.

2. Company

Financial

Profile

The Bidder shall have an

average annual turnover of INR

1.71 Crores over the last three

(3) Financial Years i.e., 2017-

18, 2018-19 and 2019-20 or

2018-19, 2019-20 and 2020-

1. Audited financial statements for last 5

(five) Financial Years.

2. Bidder must fill in the details in format

given at Annexure-4 and the same shall

be certified by the Chartered




21, as the case may be. Accountant/Statutory Auditor on its

letterhead also fulfilling the requirements

of ICAI regarding Unique Document

Identification Number (UDIN). For more

information visit https://udin.icai.org/

3. Financial

Net worth

The Bidder shall have Positive

Net-Worth as on date 31st March,

2020 or 31st March, 2021, as the

case may be.

Certificate from the Statutory Auditor/CA

on Net Worth.

4. Company

Standings

As on date of submission of the

Bid, the Bidder shall not be

blacklisted by any State /

Central Government

Department or Central /State

PSUs.

A letter of undertaking as per Annexure

8 certifying to this effect on the letter

head signed by Bidder’s authorized

signatory.

5. Project

Experience

The Bidder shall have

successfully completed similar

works during last 7 years

ending last day of month

previous to the one in which

applications are invited should

be either of the following:

Three completed Similar

Works each costing not less

than 40% (Updated to the

current price level) of the

estimated project cost.

OR

Two completed Similar

Works each costing not less

than 50% (Updated to the

current price level) of the

estimated project cost.

OR

One completed Similar Work

costing not less than 80%

(Updated to the current price

level) of the estimated project

cost.

1. Work Completion Certificate issued

& signed by the authorized signatory

of the client, not below the rank of

Executive Engineer.

2. SSCL reserves the rights to contact

the competent authority for the

specified Work Completion

Certificates.

6. Bid The Available Bid Capacity, as

on the Bid Due Date, of the

The Bidder shall provide the certificate

from its Statutory Auditor or Chartered

https://udin.icai.org/




Capacity Bidder shall be more than the

Estimate Project Cost.

Accountant, as the case may be,

certifying the Bid Capacity details as

required in Annexure 15.

Assessed Available BID capacity = (A * N

*1.5 – B), Where

N = Number of years prescribed for

completion of work for which Bid is invited.

A = Maximum value of Civil Engineering

Projects executed in any one year during

the five years (updated to the current price

level) taking into account the completed

as well as works in progress.

B = Value (updated to the current price

level) of existing commitments, works for

which Appointed Date/ Commencement

Date has been declared or on-going works

to be completed during the period of

completion of the works for which BID is

invited. For the sake of clarification, it is

mentioned that works for which LOA has

been issued but Appointed Date/

Commencement Date not declared as on

Bid Due Date shall not be considered

while calculating value of B.

2.4.2 For the purpose of this RFP:

2.4.3 “Similar Work” shall mean the Construction / Retrofitting / Restoration / Structural

Strengthening Work of Buildings including Plumbing and Electrical work for any State or

Central Government.

Under this RFP, the updating factor to the current price level is indicated as under:

Year Year-1 Year-2 Year-3 Year-4 Year-5 Year-6 Year-7

Updating factor 1.00 1.05 1.10 1.15 1.20 1.25 1.30

2.4.4 The Contractor shall deploy the Technical Key Personnel immediate after the signing of

Contract with relevant qualification and experience for the implementation of the Project. In

this regard the Bidder is required to provide undertaking in the format provided at Annexure

5 along with its technical bid.

Composition of minimum Key Personnel shall be proposed by the Bidder during the Technical

Presentation and during the execution of the work, any change in the composition of the Key

Personnel as mentioned above, shall not be allowed, without the prior written consent of the

SSCL.

2.4.5 The Contractor shall deploy the required Plant and Machinery as a minimum requirement for




the execution of the Works under this RFP: In this regard the Bidder is required to provide

undertaking in the format provided at Annexure 5 along with its Technical Bid.

2.4.6 Technical Qualification Criteria

The Bidder's Technical Bid shall be evaluated as per the evaluation criteria in the following

table.

# Evaluation Criteria Marks Total Marks

A Bidder’s Profile and Specific Experience of the

Bidder related to the Assignment

65

1 Bidder’s Profile 15

2 Financial Capability 20

3 Project Experience 30

B Presentation - Approach & Methodology 35

1 The main focus will be given to:

Proposed Technology#

Innovativeness

Ideate the right solution

Key Personnel and Machineries

Work Plan

Cost Effectiveness

Final Outcome

Social Impact

20

2 Operation and Maintenance

Proposed Technology

Maintenance Manual

Scheduling

Manpower Engagement

Safety Measures

Cost Effectiveness

15

Overall Technical Score 100

#The Bidders will be required to propose and present the Technology to be adopted

by them for execution of the work.

Important: Qualification criteria for technical evaluation and progression to commercial

evaluation stage is Minimum 70% (70 marks) of the overall technical score total.

Authority (or a nominated party) reserves the right to check/validate the authenticity of the

information provided in the Pre-qualification and Technical Evaluation criteria and the requisite

support must be provided by the Bidder.




Detailed Technical Bid Criteria & Evaluation

# Criteria

Category Evaluation Criterion Details

Max Marks

Allotted

Supporting Documents Required

A Bidder’s Profile and Specific Experience of the Bidder related to the Assignment

65

1

Bidder’s Profile

The Bidder shall be in operations for a period of at least Five (05) years as on published date of RFP. 5 Years – 10 marks and 1 mark for each completed year subject to maximum marks limit

15 Copy of certificate of Incorporation/Registration under Companies Act 1956 or The Companies Act 2013, LLP Act, 2008, Partnership Deed or any other applicable Laws/ Acts.

2

Financial Capability

The Bidder/JV shall have an average annual turnover of INR 1.92 Crores over the last three (3) Financial Years i.e., 2017-18, 2018-19 and 2019-20 or 2018-19, 2019-20 and 2020-21, as the case may be. Marks will be allotted as follows: 1. INR 1.71 Cr. and < INR 2.5

Cr.: 10 marks 2. ≥ INR 2.5 Cr. and <INR 5 Cr.:

15 marks 3. ≥ INR 5 Cr: 20 marks

20 Certificate from Statutory auditor with UDIN Number.

3 Project Experience

For meeting the criteria at Clause 2.1.4.5: 20 marks For every additional Similar Work of value not less than Rs. 2.28 Crore: 5 marks each

30 Work Order and Completion Certificate from client.

B Presentation - Approach & Methodology 35

1 Technical Presentation

During Installation

Proposed Technology

Innovativeness

Ideate the right solution

Key Personnel and Machineries

Work Plan

Cost Effectiveness

Final Outcome

Social Impact During Operation and

Maintenance

Proposed Technology

Maintenance Manual

Scheduling

Manpower Engagement

Safety Measures

35

A SSCL appointed panel will evaluate the Approach & Methodology Proposals.

Total 100




Bidders scoring minimum 70 Marks as per the scoring table given above, shall qualify for the

Financial Bid Opening Stage and the Financial Bids of only such Bidders shall be opened,

as per the provisions of the RFP.

2.5 Validity of Bids

The Bids shall be valid for a period of not less than 180 (one hundred and eighty) days from

the Bid Due Date. The validity of Bids may be extended with the mutual consent of the

respective Bidders and SSCL.

2.6 Rejection of Bids

2.6.1 SSCL reserves the right to accept or reject all or any of the Bids without assigning any reason

whatsoever. It is not obligatory for SSCL to accept any Bid or to give any reasons for their

decision.

2.6.2 SSCL reserves the right not to proceed with the Bidding Process at any time, without notice

or liability, and to reject any Bid without assigning any reason.

2.7 Special Conditions of Contract

Please refer Annexure 20 for Special Conditions of Contract

3. EXECUTION OF WORK

3.1 Transfer of Project Work

3.1.1 During the Contract Period, the Contractor shall not transfer, assign or any portion thereof

permanently or temporarily to anybody else unless approved by SSCL and shall not be

allowed to take any person to share the project or to use any part thereof without prior

approval of the SSCL.

3.1.2 All the equipment installed under this Contract shall be the assets of SSCL exclusively.

3.2 Time Allowed for Project Execution

3.2.1 The Successful Bidder shall submit its plan/ time line and preliminary schedules to SSCL

within 15 (Fifteen) days from the date of receipt of LOA.

3.2.2 The Successful Bidder shall submit methodology to be adopted by it, detailed drawings,

plans, milestones, implementation mechanism for review to SSCL. After review, if, Sagar

Smart City Limited is not satisfied and raises any objections, the Bidder/Contractor shall be

required to incorporate the suggestions and modifications within a reasonable time frame

and resubmitted the revised plan once again for approval.

3.2.3 Contractor shall complete the work within Six (6) months from the date of signing of the

Contract Agreement. Any extension of time schedule will be at the discretion of SSCL.

3.2.4 The Contractor shall not be allowed to appoint any sub-contractor (the “Sub-Contractor”),

without the prior written approval of the Authority. Replacement of an appointed Sub-

Contractor shall also require the written approval of the Authority. Provided that the sub-




contracting of more than 25% (twenty-five percent) of the Works is not allowed under any

circumstances. Same penalty clause will be applicable for Operation and Maintenance

Period.

3.2.5 Failure to comply with the time schedule described in the Agreement for execution/

implementation of the Project, will invite the penalty @ 0.05% (Zero point Zero Five percent)

of the Contract Value, per day for delay, subject to a maximum of 5% (five percent) of

Contract Value after which SSCL may rescind/ terminate the work as per the Termination

Clause 4.13 of the RFP.

3.3 Safety and Security Measures

3.3.1 The Successful Bidder/ Contractor shall be solely responsible and liable, at his own cost, its

entire components up to Contract Period. The Contractor shall also carry out rectification of

defects in the design or construction of any component of the works at its own cost up to

Contract Period.

3.3.2 The Successful Bidder/ Contractor shall also be responsible at its cost, for procurement

transport, receiving, unloading and safe keeping of all the components of Materials and other

things required for the execution of Works.

3.4 Penalty

3.4.1 Failure to comply with the time schedule described in the Agreement for execution/

implementation of the Project, will invite the penalty @ 0.05% (Zero point Zero Five percent)

of the Contract value, per day for delay, subject to a maximum of 5% (five percent) after

which SSCL may rescind/ terminate the work as per the Termination Clause- 4.13 of the

RFP.

3.4.2 After signing of Contract, the Contractor should deploy the Technical Key Personnel on a

fulltime basis and other required manpower for the implementation of project as per the

clause of Eligibility Criteria (Clause No. 2.3) within 7 days from the signing of the contract. If

Contractor fails to deploy the Technical Key Personnel within agreed time, a penalty of Rs.

5000/- per Key Personnel per day shall be levied on Contractor.

3.4.3 For the Implementation period, a penalty of Rs. 5000/- per Key Personnel per day shall be

levied on Contractor for the non-availability of the Particular Key Person.

3.5 Alteration and Renovations

3.5.1 The Contractor will be allowed to carry out alterations or renovations only after taking prior

written approval from SSCL.

3.5.2 SSCL reserves the right to ask for and review the renovation plan/ drawings before providing

consent.

3.5.3 The Contractor will be responsible for the costs of removing debris from the premises during

the process of alteration.

3.5.4 Any damage to the property of SSCL during the course of renovation shall be borne by the




Contractor.

3.6 Change in the Quantities

3.6.1 The SSCL shall have power to make any variations, alterations omission, additions to or

substitutions for the original specifications, drawings, designs, locations and instructions that

may appear to be necessary or advisable during the progress of the work. SSCL shall also

have power to make change in the initial quantity of work specified in the Cost Estimate

submitted by the Contractor and addition of new Item subject to the maximum of 20 percent

and subject to maximum of the Estimated Project Cost, due to change in circumstances

during the execution of work and O&M of the Project. In both the cases as described above,

the Contractor shall be bound to carry out the work in accordance with any instructions which

may be given to him in writing, signed by the SSCL. Such alterations/additions/substitutions

shall not invalidate the Contract and shall be carried out by the Contractor on the same

conditions in all respect on which he agreed to do the main work. All variations shall be

included in updated Programmes to be produced by the Contractor.

3.6.2 It is clarified that in case the SSCL does not procure any subject matter of procurement or

procures less than the quantity specified in the Cost Estimate submitted by the Contractor,

within the limit as stated above, due to change in circumstances, the Contractor/ Successful

Bidder shall not be entitled for any claim or compensation.

3.7 Payment in Case of Change in the Quantities

3.7.1 If the SSCL orders any variation with respect to the initial quantity given in the Bill of

Quantities, within the limit as stated above, the initial Contract Price shall be adjusted

accordingly and final executed amount shall be treated as Contract Price for the purpose of

this RFP.

3.8 Mobilization Advance and Secured Advance

3.8.1 At any time, after the signing of the Contract Agreement, the Contractor may apply to the

Authority for an interest-bearing Mobilization Advance along with an irrevocable and

unconditional guarantee from a Nationalized Bank for an amount equivalent to 110% (one

hundred and ten per cent) of such instalment, substantially in the form provided in the RFP,

to remain effective till the complete and full repayment/adjustment thereof.

3.8.2 In no case the amount of the Mobilization Advance shall be more than 10% (Ten Percent) of

the Contract Price and the interest bearing advance at the applicable interest rate (@"Bank

Rate + 3%”), to be compounded annually interest on the mobilization advance shall be

calculated, which shall be recovered along with the Mobilization Advance, as per the

provision of the Contract.

3.8.3 The amount of Mobilization Advance, if paid to the Contractor, shall be recovered from each

running bill payable to the Contractor for the Works so that the entire amount of Mobilization

Advance is recovered before completion of 60% of the Contract Price. In case of any difficulty

in recovering the advance, it shall be recovered from the Bank guarantees given by the

Contractor. The Contractor may, at his option, repay the advance earlier by increasing the

percentage rate of deductions indicated above.




3.8.4 In case the Contractor does not want to take the Mobilization Advance, it will have an option

to apply for a secured advance in terms of Clause 3.8.5.

3.8.5 Secured Advance on the security of materials (which are not combustible, fragile or

perishable in nature) brought to the site but not yet incorporated in the works will be made

up to 75 (seventy five) per cent of invoice value, or the 75 (seventy-five) per cent of the

corresponding value of the materials determined on the basis of Cost Estimate rates,

whichever is less, subject to a maximum of 10% of the Contract Value and subject to the

condition that their quantities are not excessive and shall be used within a period of 90

(ninety) days and subject to other stipulations in the contract.

The duration between approvals of Secured Advances shall not be less than 90 days.

The contractor will also be responsible for their safe custody of the material. Before the

advance is released, SSCL may inspect the site to ensure that the Contractor has

safeguarded the materials against pilferage and deterioration.

An undertaking in this regard may also be taken from the contractor that the contractor has

not taken any loan/ limit from banks against hypothecation of the materials against which the

secured advance is claimed.

3.8.6 The Contractor shall be required to submit proof of cost of materials and the delivery of

material at site while claiming such advances. The stock register should be maintained from

the commencement of the Contract and, unless otherwise prescribed in the Contract, the

stock, so considered for advance, should generally be only paid stock (and not brought on

credit). Where the materials are supplied from a captive source of the contractor, the

reasonableness of the valuation of such materials may be ensured.

3.8.7 The advance will be repaid from each succeeding running bill (periodic/ interim payment) to

the extent materials for which advance has been previously paid have been incorporated into

the works. In all cases, the repayment of the advance will be affected after expiry of a period

of 60 days since payment of advance, whether the material is consumed in the work or not.

3.9 Defect Liability Period

3.8.8 The Successful Bidder/ Contractor shall be solely responsible and liable, at his own cost, for

all maintenance, upkeep and repairs of the project and its entire components up to Contract

Period. The Contractor shall also carry out rectification of defects in the design or construction

of any component of the works at its own cost up to Contract Period i.e. up to the period of

24 months after successful implementation of the work i.e. 24 months of Defect Liability

Period (DLP).

3.8.9 The Successful Bidder/ Contractor shall also be responsible at its cost, for procurement,

transport, receiving, unloading and safe keeping of all the components of the project and

other things required for the execution of various works or installation of each item of this

project.




3.10 Bonus on Early Completion

In the event that the Contractor achieves the Completion of the Project on or more than 30

(thirty) days prior to the Scheduled Completion Date, the SSCL shall pay to the Contractor a

bonus equal to 0.5% (Zero point five per cent) of the Contract Price for the first 30 (thirty)

days by which Completion of the Project shall precede the Scheduled Completion Date and

thereafter the said bonus shall be calculated on the pro-rata basis for each day preceding the

said 30 (thirty) days period. The Bonus shall be due and payable to the Contractor along with

the payment of the Final Bill.

4. TENDERING PROCEDURE AND SCHEDULE

4.1 Pre-Bid Meeting

4.1.1 Any prospective Bidder may raise his queries and/or seek clarifications in writing before or

during the pre-bid meeting. Details of venue, mode, date and time would be mentioned in the

Bid Data Sheet. In this regard, the interested Bidders, who choose to attend, can get

themselves registered through email on [email protected], up to 24 hours

prior to the time scheduled for the Pre-Bid Meeting, to obtain the link and other details for

joining the Pre-Bid Meeting through Video Conferencing. The interested Bidders may join the

Pre-Bid Meeting through Video Conferencing for resolving their queries/clarifications, if any,

on the RFP or any other Bid Document. Any change in the schedule of pre-bid meeting would

be communicated on the website only, and intimation to bidders would not be given

separately.

4.1.2 The purpose of such meeting is to clarify issues and answer questions on any matter that

may be raised at that stage. The SSCL may, at his option, give such clarifications as are felt

necessary. The response to queries will be uploaded on https://mptenders.gov.in website.

4.1.3 Any queries concerning this RFP shall be submitted in writing by e-mail only to

[email protected] with title: “Queries for the RFP of: “Selection of an Agency

for Design, Installation, Erection and Commissioning of Sewerage/Waste Water

Treatment Plant of 4 MLD Capacity with complete Operation and Maintenance of 7

Years in Lakha Banjara Lake in Sagar Madhya Pradesh under Smart Cities Mission”.

4.1.4 Bidders are advised to be specific and post clause wise queries in an unambiguous manner.

SSCL reserves the right not to respond to vague and frivolous queries. Queries shall be

neatly typed/ written as per the following format:

Name and contact detail of company-

SL

#

RFP Section and

sub- section

Page No Clause/ Content

in the RFP

Clarification sought from bidder

4.2 Amendment of RFP

4.2.1 At any time, prior the deadline for submission of bids, SSCL may, for any reason, whether at

its own initiative or in response to clarifications requested by a Bidder, modify the RFP

through the issuance of Addenda/ corrigendum.






4.2.2 The addenda/ modified Bidding Documents (if any) shall be uploaded on

https://mptenders.gov.in. It will be the responsibility of the Bidders to visit the portal on a

regular basis to check for updates on this Project and the Bidding Process. SSCL shall not

entertain any complaint/ grievance from any Bidder regarding the non-receipt of the addenda/

modified Bidding Documents.

4.2.3 All prospective Bidders may note that all future communication w.r.t. this RFP including

addendum/corrigendum etc., if any, will be placed only on the website

https://mptenders.gov.in.

4.2.4 In order to give the Bidders reasonable time, for taking an addendum /corrigendum into

account, or for any other reason, SSCL may, at its discretion, extend the Proposal Due Dates.

4.3 Preparation and Submission of Proposal

4.3.1 The Bidders shall have to prepare and submit their Bids (both Technical and Financial) online

on https://mptenders.gov.in and upload the relevant documents forms as per RFP document.

Bidders shall not be required to submit their Technical Bid documents in hard copy format.

However, for the purpose of examination and review at any stage of the Project, the SSCL

reserves the right to summon the original or truly certified copy of any document submitted

by any Bidder in its Bid.

A. Technical Proposal

Technical Proposal shall comprise of formats and requirements given in the RFP. All the

documents / information enclosed with the Technical Proposals should be self-attested and

certified by the Bidder. The Bidder shall be liable for forfeiture of his Earnest Money Deposit,

if any document / information is found to be false/fake/untrue before and after acceptance of

Bid.

B. Financial Bid Proposal (Online Only)

a) The Bidder shall have to quote rates in the financial bid format, in overall Percentage, and

not item wise. If the Bid is in absolute amount, overall Value would be arrived at in relation to

the NIT amount. The overall Value would apply for all items/ parts of work.

b) Financial Bid format is uploaded in Excel format.

c) Percentage offer shall be quoted in figures as well as in words. If any difference in figures

and words found, lower of the two shall be taken as valid and correct.

d) The Bidder shall have to quote rates for all items inclusive of all duties, royalties, levies and

taxes except Goods and Services Tax (GST). The amount of applicable GST will be paid

separately to the Contractor with each bill at the time of payment. The SSCL shall not be

liable for any duties, taxes (except GST), royalties and levies.

e) Financial Bid in Hard copy will not be accepted, Bidder shall submit their quoted amount

online only.

f) If any Bidder submits Financial Bid/financial offer in offline/hardcopy format, their Bid shall

be rejected.

g) Bidders are requested to check final figure. SSCL is not responsible for errors in the financial

bid.







h) Any space left blank in the bidding sheet, then it will be considered as zero “0”.

4.3.2 For online submission, the Bidders have to prepare their bids online, encrypt their data in the

Bid Forms and submit Bid Seals (Hashes) of all the envelopes and documents related to the

Bid required to be uploaded as per the time schedule mentioned in the RFP after signing of

the same by the Digital Signature of their authorized representative.

4.3.3 Bidders shall furnish the information strictly as per the formats given in Annexures of this

RFP, without any ambiguity. SSCL shall not be held responsible if any Bidder fails to provide

the information in the prescribed formats resulting in lack of clarity in interpretation and

consequential disqualification. All proposals/Bids/offers shall be numbered, signed &

stamped on each Page by the duly ‘Authorised Signatory’ of the Bidder. All the alterations,

omissions, additions, or any other amendments made to the Proposal shall also be initialed.

4.3.4 The Bid shall be typed or written in indelible ink and signed by the authorized signatory of the

Bidder who shall also initial each page in blue ink. In case of printed and published

Documents, only the cover shall be initialed. All the alterations, omissions, additions or any

other amendments made to the Bid shall be initialed by the person(s) signing the Bid and

shall contain page numbers. Bids submitted by fax, telex, telegram or e-mail shall be rejected

out rightly.

4.3.5 Any bidder, who submits or participates in more than one Proposal for the aforesaid said

Project shall be disqualified.

4.4 Earnest Money Deposit (EMD)

4.4.1 All proposals submitted in response to the Request for Proposal Document shall be

accompanied by an EMD of Rs.2,85,000/- (Rupees Two Lakh Eighty Five Thousand Only)

shall paid online through e-procurement portal https://mptenders.gov.in.

4.4.2 Any Bid not accompanied with an acceptable Bid Security/EMD shall be rejected as non-

responsive.

4.4.3 The Bid security/ EMD shall be forfeited under the following conditions:

a) If a Bidder engages in a corrupt practice, fraudulent practice, coercive practice,

undesirable practice or restrictive practice

b) If a Bidder withdraws its Bid during the period of Bid validity as specified in this RFP and

as extended by the Bidder from time to time

c) In case the information furnished by the Bidder is found to be false or untrue

d) In the case of Selected Bidder, if it fails within the specified time limit to (i) to sign and

return the duplicate copy of LoA, or, (ii) sign the Agreement, or (iii) furnish the Performance

Security.

4.4.4 In the above-mentioned circumstances, SSCL shall forfeit the Bid Security/ EMD of the

Successful Bidder and shall debar the bidder for further two (2) year in participating in any

future work of SSCL Projects.





4.4.5 EMD of the Successful Bidder will be discharged when the Bidder has signed the Agreement

and furnished the Bank Guarantee of required value for Performance Security.

4.4.6 EMD of other Bidders whose bids are not accepted will be returned within fifteen working

days of the decision on the Bid.

4.5 Language and Currency of the Bids

4.5.1 The Proposal and all related correspondence and documents shall be written in English

language only.

4.5.2 If any supporting documents attached to the Bid is in any other language, the same will be

supported by an English translation and in case of any ambiguity the English translation shall

prevail.

4.5.3 The currency for the purpose of the proposal shall be the Indian National Rupee.

4.6 Sealing and Marking of Proposals

The Proposals shall be sealed, marked and submitted as explained below:

4.6.1. Envelope – 1 for EMD:

Proof of payment of document fee and the Bid Security shall be placed in Envelope – 1 duly

marked as ‘EMD’.

4.6.2. Envelope – 2 for Technical Bid:

The Qualification documents i.e. technical details of projects & eligibility criteria (organisation

details, project detail sheets outlining previous experience of the firm, certificate of Financial

capability and certified Audited Financials Reports for the last three years, GST registration

number, Income Tax registration etc. as required for technical evaluation specified herein this

RFP) shall be sealed in Envelope- 2, duly marked as “TECHNICAL BID”. The Technical Bid

should comprise of the following documents: -

Annexure 1: Letter of Proposal and Interest

Annexure 2: General Information of the Bidder

Annexure 3: Format for Technical Criteria of Bidder.

Annexure 4: Format for Financial Capability of Bidder

Annexure 5: Undertaking for Manpower and Machinery Deployment

Annexure 7: Format for Power of Attorney for Signing of Proposal.

Annexure 8: Affidavit certifying that the Bidder is not blacklisted/ debarred or not indulged in

corrupt or fraudulent practices

Annexure 10: Undertaking on its letter head regarding compliance with the Code of Integrity

and No Conflict of Interest.

Annexure 11: Declaration by Bidder regarding Qualification

Annexure 15: Bid Capacity

4.6.3. Envelope – 3 for Financial Bid (Online Only):

The financial offer shall be submitted online only at https://mptenders.gov.in in prescribed

financial bid format which has been uploaded on portal. The Bidders shall quote for the entire

scope of Project on an “overall responsibility” basis such that the total Bid Price Covers

Bidder’s all obligations mentioned in or to be reasonably inferred from the bidding documents

in respect of providing the product/services.





4.6.4. Apart from the above, any document listed anywhere in the RFP which needs to be enclosed

with bid, shall be attached by the Bidders.

4.6.5. Any Proposal received by SSCL after the due date and time as defined in the RFP, will be

liable for rejection.

4.7 Modification and Withdrawal of Proposals

No Proposal shall be modified or withdrawn by the Bidder after the Proposal Due Date.

4.8 Opening of Bids

4.8.1 Chief Executive Officer, SSCL, Sagar, in the virtual presence, of the Bidders or their

representatives who choose to attend, through a Video Conferencing. After submission

of their Bids on the e-portal, the Bidders may contact SSCL for obtaining the details

for joining the Video Conferencing for online opening of the Bids. The date for opening

of Financial Bids shall be intimated at later stage to the technically qualified bidders only.

SSCL reserves the right to reject any Proposal if it is found to have material deviation.

4.8.2 A material deviation or reservation is one:

i. which affects in any substantial way, the scope, quality, or performance of the Project, or

ii. which limits in any substantial way, inconsistent with the RFP document, SSCL’s rights or the Bidder’s obligations,

or

iii. which would affect unfairly the competitive position of other Bidders’ presenting substantially responsive bids.

4.9 Evaluation of Proposals/ Bids

The evaluation will be done in the stages as explained below:

4.9.1 Stage-1 of evaluation: Online Envelop-1 containing “EMD” will be opened. If the EMD is

not submitted or not considered proper as per the RFP, then no further processing will be

done, and the proposals of the Bidder shall be rejected.

4.9.2 Stage-2 of evaluation: Online Envelope-2 (Technical Bid) containing the Qualification

documents, eligibility criteria and Technical details of projects will be opened. If, the proposal

not meeting the prescribed Eligibility Criteria, it does not contain all requisite documents as

per RFP or in case of any other discrepancy, the same shall be rejected outright. All bidders,

after passing the Stage 1 & 2 of evaluation as above shall be treated as qualified for financial

bid opening i.e. stage 3 of evaluation.

As a first step towards evaluation of Technical BIDs, the SSCL shall determine whether

each Technical BID is responsive to the requirements of this RFP. A Technical BID shall

be considered responsive only if:

(a) Technical BID is received online as per the formats including but not limited to the

following:

i. Annexure 1: Letter of Proposal and Interest

ii. Annexure 2: General Information of the Bidder




iii. Annexure 3: Format for Technical Criteria of Bidder.

iv. Annexure 4: Format for Financial Capability of Bidder

v. Annexure 5: Undertaking for Manpower and Machinery Deployment

vi. Annexure 7: Format for Power of Attorney for Signing of Proposal.

vii. Annexure 8: Affidavit certifying that the Bidder is not blacklisted/ debarred.

viii. Annexure 10: Undertaking on its letter head regarding compliance with the

Code of Integrity and No Conflict of Interest.

ix. Annexure 11: Declaration by Bidder regarding Qualification

x. Annexure 15: Bid Capacity

(b) Technical Bid is accompanied by the EMD as specified in Clause 1.2.5 and Clause

4.4 of the RFP.

(c) Technical Bid is accompanied by the Bid Documents Cost as specified in Clause

1.2.1 of the RFP.

(d) Technical Bid contains all the information (complete in all respects); and

(e) Technical Bid does not contain any condition or qualification.

(f) To facilitate evaluation of Bids, the SSCL may, at its sole discretion, seek

clarifications in writing from any Bidder regarding its Bid. If required, the Bidder shall

provide the supporting document/documentary evidence to substantiate the reply

only on the matter for which such clarification is sought. For the avoidance of doubt,

it is clarified that in the event any information/document provided by the Bidder in

its reply to the clarification is considered as additional document/new or fresh

information, the same shall not be considered for evaluation.

(g) After assessment of the reply to the clarification received, if any, SSCL shall declare

the technically qualified bidders who, based on the Eligibility Criteria mentioned in

Clause 2.4 of the RFP, moved to next stage of the Bidding Process.

4.9.3 Stage-3 of evaluation: Opening of Financial Bids

Online Financial Bid of only those Bidders who have passed Stage-1 & Stage-2 and

evaluation process indicated in Clause 2.4, shall be opened on the scheduled date & time as

prescribed by SSCL in presence of all the Bidders or their nominees. Bidders shall be ranked

L1, L2, L3, etc. on the basis of total financial offer. The selection of Successful Bidder will be

done on the basis of the lowest bid (L1). The Bidder with Lowest Price Bid shall be awarded

the Contract subject to the conditions mentioned in this RFP.

4.9.4 If the Financial Bid of the Successful Bidder is seriously unbalanced by more than or less

than 15% in relation to the SSCL‟s estimate of the cost of work to be performed under the

Contract, SSCL may require the Successful Bidder to produce plan of action along with the

detailed price analysis for any or all items of the Bill of Quantities, to demonstrate the

internal consistency of those prices with the construction methods and schedule proposed.

In case SSCL is not satisfied with the plan of action along with the detailed price analysis

for any or all items of the Bill of Quantities, to demonstrate the internal consistency of those

prices with the construction methods and schedule proposed, SSCL shall have right to

reject the Bid and re-issue to tender. Further, SSCL shall have the right to forfeit the Bid

Security of the Bidder.




4.9.5 Any action on the part of the Bidder to revise the price(s) and/ or change the structure of

price(s) at his own after the opening of the Bid may result in rejection of the Bid.

4.9.6 SSCL would have the right to review the Proposals and seek clarifications where necessary

after giving due notice. The response from the Bidder(s) shall only be in writing but no change

in the substance of the Proposal would be permitted. It is clarified that Bidders are free to

make suggestions but are not allowed to submit any conditional Bid as specified earlier.

4.9.7 SSCL reserves the right to reject any bid if it is of the opinion that the Bidder lacks the

expertise, experience and is not in possession of requisite infrastructure required for the

purpose of the Project. The discretion of CEO, SSCL in this respect shall be final and binding

on all bidders.

4.9.8 Any rebate/ discount linked with quality, term of payment or any other condition shall not be

considered for the purpose of evaluation of proposal.

4.9.9 Any attempt by a Bidder to influence in the evaluation of bids, or contract award decisions

may result in the rejection of its proposal.

4.9.10 SSCL also reserves the right to accept or reject any Bid, and to cancel the Bidding process

and rejects all Bids, at any time prior to the award of Contract, without thereby incurring any

liability to the affected Bidder or Bidders or any obligation to inform the affected Bidder or

Bidders of the grounds for the SSCL‟s action.

4.10 Confidentiality

Information relating to the examination, clarification, evaluation and recommendation for

the Bidders shall not be disclosed to any person who is not officially concerned with the

process. SSCL will treat all information submitted as part of Bid, in confidence and will

require all those who have access to such material to treat the same in confidence. SSCL

will not divulge any such information unless it is ordered to do so by any Government

authority that has the power under law to require its disclosure or due to statutory

compliances.

4.11 Acceptance of the Offer/Award and Signing of Contract

4.11.1 SSCL shall issue Letter of Acceptance (LoA) to the Selected Bidder for the Project.

4.11.2 The Selected Bidder shall be required to send his unconditional acceptance of LoA within 7

(seven) days from the date of its issue of LoA along with Plans, Specifications and

preliminary schedules with timeline.

4.11.3 After the acceptance of LoA, authorized representative of the Successful Bidder shall be

required to submit the Performance Bank Guarantee in terms of Clause 4.12 and to execute

the Contract Agreement within the 15 (fifteen) days from the date of issue of LoA.

4.11.4 SSCL shall retain the right to withdraw the LoA in the event of the Selected Bidder’s failure

to accept the LoA and/ or to submit the PBG and additional security (if any) and/ or to sign

the Contract Agreement within the time limit specified in the above clauses.




4.11.5 In the event SSCL exercise its rights as stated above, SSCL shall also forfeit the Bid

Security/EMD of the Selected Bidder and debar the Bidder for a period of two (2) year from

participating in any future projects with SSCL.

4.12 Performance Security & Security Deposit

4.12.1 Prior to signing of Contract, the Successful Bidder has to submit the requisite interest free

Performance Security equivalent to 3% (Three percent) of total awarded amount for the

Project and Additional Performance Security (if any) for unbalanced Bids shall be taken for

the Value quoted in excess of 15%. For example, if a Bidder quotes 18% below the Estimated

Project Cost, the Additional Performance Security shall be 3% (18%-15%) and the same

shall be submitted in form of an irrevocable & unconditional Bank Guarantee issued by a

Scheduled Bank, as per the format given at Annexure- 12, within 15 (fifteen) days from the

date of issue of LoA, with the validity up to 120 days beyond the end of the Contract Period

4.12.2 The Performance Security which is 3% (Three percent) of the total gross award of work

furnished by the Successful Bidder will be released after successful completion of Contract

Period (Implementation Period and Defect Liability Period). Additional security (if any) will be

released after successful completion of Implementation Period.

4.12.3 In case, the Performance security and additional security (if any) is not furnished by the

Successful Bidder during the 7 (seven) days’ time period, then the same shall constitute

sufficient grounds for cancellation of the award and forfeiture of the Bid Security by SSCL.

Further, the Bidder will be debarred for a period of 2 years from participating in future SSCL

projects.

4.12.4 The Performance Security and additional security (if any) may also be encased at the sole

discretion of SSCL towards any damages/ penalty that may be payable by the Selected

Bidder due to default or breach of its obligations, and/or against termination eventualities

attributed to the Selected Bidder, under the terms of the Contract Agreement.

4.12.5 Security Deposit of 7% (Seven Percent) shall be deducted from each running bill at the rate

as specified in the RFP.

4.12.6 The Security Deposit may be replaced by equivalent amount of Bank Guarantee, with validity

up to 120 days beyond the completion of Contract Period/ extended Contract Period.

4.12.7 The Security Deposit shall be refunded on completion of Contract Period (Implementation

Period and Defect Liability Period).

4.13 Termination of Contract

4.13.1 If the Contractor fails to carry out any obligation under the Contract, the SSCL may by notice

require the Contractor to make good the failure and to remedy it within a specified reasonable

time.

4.13.2 The CEO, SSCL on behalf of the SSCL shall be entitled to terminate the Contract if the

Contractor:

a) Abandons the works or otherwise plainly demonstrates the intention not to continue

performance of his obligations under the Contract

b) the Contractor is declared as bankrupt or goes into liquidation other than for approved




reconstruction or amalgamation

c) without reasonable excuse fails to comply with the notice to correct a particular defect within

a reasonable period of time

d) the Contractor does not maintain a valid instrument of financial Security, as prescribed;

e) the Contractor has delayed the completion of the Works by such duration for which the

maximum amount of penalty/ damages is recoverable

f) If the Contractor fails to deploy machinery and equipment or personnel or set up a field

laboratory as specified in the RFP or desired by the SSCL

g) if the Contractor, in judgmental of the SSCL has engaged in corrupt or fraudulent practices

in competing for or in executing the Contract

h) Any other fundamental breaches as specified in the RFP.

4.13.3 In any of these events or circumstances, the CEO, SSCL may, upon giving 14 days’ notice

to the Contractor, terminate the Contract and expel the Contractor from the site. However, in

the case of sub paragraph (b) or (g) of clause 4.13.2 above, the CEO, SSCL may terminate

the Contract immediately.

4.13.4 Notwithstanding the above, the CEO, SSCL may terminate the Contract for convenience by

giving notice to the Contractor.

4.13.5 Payment upon Termination:

a) If the Contract is terminated as stated above, the CEO, SSCL shall issue a certificate for

value of the work accepted on final measurements, less advance payments, taxes due to be

deducted, penalty as indicated in the RFP and 5% of the contract value towards additional

compensation for the breach of Contract. The amount so arrived at shall be determined by

the CEO, SSCL and shall be final and binding on both the parties.

b) Payment on termination under clause 4.13.4 above, the CEO, SSCL shall issue a certificate

for the value of the work done, the reasonable cost of removal of Equipment, repatriation of

the Contractor’s personnel employed solely on the works, and the Contractor’s costs of

protecting and securing the works and less advance payments received up to the date of the

certificate, less other recoveries due in terms of the Contract and less taxes due to be

deducted at source as per applicable law.

4.14 Settlement of Disputes & Arbitration

4.14.1 Whether before its commencement or during the progress of Project/Work or after the

termination, abandonment or breach of the Contract, if any dispute or differences of any kind

what-so-ever arise between the SSCL and the Contractor in connection with or arising out of

this Contract or the execution of work, the same shall in the first instance supported with

complete documents and further documents, if any, required by him, be referred for

settlement to the CEO, SSCL and he shall, within a period of sixty (60) days after being

requested in writing by the Contractor to do so, convey his decision to the Contractor. Such

decision in respect of every matter so referred shall, subject to arbitration as hereinafter

provided, be final and binding upon the Contractor. In case the work is already in process,




the Contractor shall continue with the execution of the work as aforesaid with all due

diligence, whether any of the parties requires arbitration as hereinafter provided or not.

4.14.2 If the Employer has conveyed his decision to the Contractor and no claim for arbitration has

been filed by the Contractor within a period of sixty (60) days from the receipt of the letter

communicating the decision, the said decision shall be final and binding upon the Contractor

and will not be a subject matter of arbitration at all.

4.14.3 In case of dispute as aforesaid, which has not been settled amicably or for which CEO, SSCL

fails to convey his decision within a period of aforesaid sixty (60) days from the date on which

the said request was made by the Contractor, any party can refer the dispute for Arbitration

under the (Indian) Arbitration and Conciliation Act, 1996 (as amended from time to time).

Such disputes shall be referred to an Arbitral Tribunal consisting of three arbitrators, one

each to be appointed by the SSCL and the Successful Bidder, the third arbitrator shall be

chosen by the two arbitrators so appointed by the parties and shall act as Presiding Arbitrator.

In case of failure of the two arbitrators, appointed by the parties to reach a consensus

regarding the appointment of the third arbitrator within a period of 30 (thirty) days from the

date of appointment of the two arbitrators, the Presiding arbitrator shall be appointed by the

CEO, SSCL. The Arbitration and Conciliation Act, 1996 and any statutory modification,

amendment or re-enactment thereof, shall apply to these arbitration proceedings.

4.14.4 Arbitration proceedings shall be held in Sagar, India and the language of the arbitration

proceedings and that of all documents and communications between the parties shall be

English.

4.14.5 The decision of the majority of arbitrators shall be final and binding upon both parties. The

expenses of the arbitrators as determined by the arbitrators shall be shared equally by SSCL

and the Successful Bidder. However, the expenses incurred by each party in connection to

the preparation, presentation shall be borne by the party itself. All arbitration awards shall be

in writing and shall state the reasons for the award.

4.14.6 The stamp fee due on the award shall be payable by the party as desired by the

Arbitrator/Arbitral Tribunal and in the event of such party’s default, the stamp fee shall be

recoverable from another sum due to such party under this or any other contract.

4.14.7 The expiry to the contractual time limit, whether originally fixed or extended, shall not

invalidate the provisions of this clause.

4.15 Severability

If for any reason whatsoever any provision of this Agreement is or becomes invalid, illegal or

unenforceable or is declared by any court of competent jurisdiction or any other

instrumentality to be invalid, illegal or unenforceable, the validity, legality or enforceability of

the remaining provisions shall not be affected in any manner, and the Parties shall negotiate

in good faith with a view to agreeing upon one or more provisions which may be substituted

for such invalid, unenforceable or illegal provisions, as nearly as is practicable. Provided

failure to agree upon any such provisions shall not be subject to Dispute Resolution under

this Agreement or otherwise.




4.16 Term and Extension of the Contract

If the delay occurs due to circumstances beyond control of Contractor such act of god, strikes,

lockouts, fire, accident, defective materials, delay in approvals or any cause whatsoever

beyond the reasonable control of Contractor, a reasonable extension of time shall be granted

by the Authority. In the event, if the above-mentioned is more than One year due to the above-

mentioned reasons, then price escalation for the extended period shall be considered as per

the CPI Index.

4.17 Notices

Unless otherwise stated, notices to be given under this Agreement including but not limited

to a notice of waiver of any term, breach of any term of this Agreement and termination of

this Agreement, shall be in writing and by registered post or delivered personally to the

Parties at their respective addresses as in the Contract Agreement or such address as may

be duly notified by the respective Parties from time to time.




Annexure 1- LETTER OF PROPOSAL AND INTEREST (To be submitted and signed by the Bidder's authorised signatory)

To,

The Chief Executive Officer,

SAGAR SMART CITY LIMITED,

SAGAR.

Sub: RFP for "Selection of an Agency for Design, Installation, Erection and Commissioning



Mission”

Sir,

1. Being duly authorized to represent and act for and on behalf of ______ (name of and

complete address of the bidding entity) (herein “the Bidder”), and having studied and fully

understood all the information provided in the RFP document, the undersigned hereby apply

as a Bidder for " Selection of an Agency for Design, Installation, Erection and

Commissioning of Sewerage/Waste Water Treatment Plant of 4 MLD Capacity with

complete Operation and Maintenance of 7 Years in Lakha Banjara Lake in Sagar

Madhya Pradesh under Smart Cities Mission” according to the terms & conditions of the

offer made by SSCL.

2. Our Technical Bid & Financial Bid as per the requisite formats along with the supporting

documents, duly filled and signed on each page are enclosed in separate sealed envelopes

as specified.

3. I/We have visited the site of work and am/are fully aware of all the difficulties and conditions

likely to affect carrying out the work. I/We have fully acquainted myself/ourselves about the

conditions in regard to accessibility of site and quarries/ kilns, nature and the extent of

ground, soil, working conditions including stacking of materials, installation of tools and plant

conditions effecting accommodation and movement of labour etc. required for the satisfactory

execution of contract.

4. I/We undertake, if our Bid is accepted, to commence the works as soon as is reasonably

possible after the signing of the Contract Agreement, and to complete the whole of the works

as per the scope of work given in the RFP within the time stated in the RFP and further,

undertake to fully maintain the Project as per the terms and conditions of the RFP and time

to time instructions given by the SSCL in the interest of the Project.

5. I/We agree to abide by this Bid for the period of 180 days from the date fixed for receiving

the same, and it shall remain binding upon us and may be accepted at any time before the

expiration of that period.

6. SSCL and its authorized representatives are hereby authorized to conduct any inquiries/

investigation to verify the statements, documents and information submitted in connection

with the proposal and to seek clarification from our bankers or undersigned, regarding any




financial and technical aspects. This letter of proposal will also serve as authorization to any

individual or authorized representative of any institution referred to the supporting

information, to provide such information deemed necessary and requested by SSCL to verify

statements and information provided in the proposal or with regard to the resources,

experience and competence of the bidder.

7. This proposal is made with full understanding that:

(a) Bids will be subject to verification of all information submitted at the time of bidding.

(b) SSCL reserves the right to reject or accept any bid, cancel the bidding process and I or

reject all bids.

(c) SSCL shall not be liable for any of the above actions and shall be under no obligation to

inform the bidder of the same.

(d) SSCL is not bound to accept the lowest or any tender that it may receive.

8. We, the undersigned, declare the statements made and the information provided in the duly

completed proposal forms enclosed, are complete, true and correct in every detail.

9. We hereby confirm that we have read, understood and accepted all the detailed terms and

conditions of this RFP and Project related Information as required for the tender.

10. This offer is being made by us after taking into consideration all the terms and conditions

stated in the RFP document, all risks and contingencies and all other conditions that may

affect the financial proposal.

11. This proposal is made with the full understanding that the validity of bids submitted by us will

be subject to verification of all information, terms and conditions submitted at the time of

bidding and its final acceptance by SSCL. We agree that, without prejudice to any other right

or remedy, SSCL shall be at liberty to forfeit the said Bid Security absolutely.

Authorised signatory

Date:

Name and seal of Bidder Place:




Annexure 2- GENERAL INFORMATION OF THE BIDDER (To be submitted on the Letterhead of the Bidder)

Note:

a) In case of Partnership firm and Company, certified copy of partnership deed/ Articles of

Association and Memorandum of Association of Company along with registration

certificate of the Company shall have to be enclosed. In case of Proprietorship firm,

registration certificate under indirect taxes shall have to be enclosed.

Signature of Bidder with Seal Date:

Sr.no. Particulars Details

1. Registration No. issued by centralized

registration system of Govt. of MP or proof of application for registration

(If applicable, scanned copy of proof of

application for registration to be uploaded)

2. Name of Organization/ Proprietary

Firm/ Partnership Firm Registered under Partnership Act)/ Limited Company (Registered under the

Companies Act–1956/2013)/ Corporation/

3. Entity of Organization:

Proprietary Firm/ Partnership Firm (Registered under Partnership Act)/

Limited Company (Registered under the Companies Act–1956/2013 (as amended)

4. Address of Communication

5. Telephone Number with STD Code

6. Fax Number with STD Code

7. Mobile Number

8. E-mail Address for all communications

9 Details of Authorized Representative

a Name

b Designation

c Postal Address with pin code

d Telephone Number with STD Code

e Fax Number with STD Code

f Mobile Number

g E-mail Address




Annexure 3 - FORMAT FOR TECHNICAL CRITERIA OF BIDDER

Work Experience Record (List of Similar Works Executed in Past)

Sr.

No.

Agreement

Number & Year

Name of

Project

Date of Work

Order and Date

of Completion

Project Cost

Contact

Details of

Department /

Authority

1.

2.

3.

4.

5.

Note:

a) Completion Certificate duly signed by the not less than Executive Engineer shall also

be enclosed for each completed work.

Signed

(Name of the Authorized Signatory)

For and on behalf of (Name of the Bidder)

Designation:

Place:

Date




Annexure 4 - FORMAT FOR FINANCIAL CAPABILITY OF BIDDER

Note:

a) Annual Turnover of Construction should be certified by the Chartered Accountant.

b) Audited Balance Sheet including all related notes, and income statements for the

above financial years to be enclosed.

Signed Signature of Statutory Auditors

(Name of the Authorised Signatory) (with seal & registration no.)

For and on behalf of

(Name of the Bidder)

Designation:

Place:

Date:

Sr. No. Financial Year Turnover (Rs.) Net worth (Rs.)

1.

2.

3.

Total

Average Total




Annexure 5 – UNDERTAKING FOR MANPOWER DEPLOYMENT(To be submitted on the letterhead of the Bidder)

To,

The Chief Executive Officer,

SAGAR SMART CITY LIMITED,

SAGAR.

Sub: RFP for "Selection of an Agency for Design, Installation, Erection and Commissioning



Mission”

Respected Sir,

We hereby undertake that we have sufficient Manpower and Machineries available in our own name

or can be made available if the Project i.e. “Selection of an Agency for Design, Installation,

Erection and Commissioning of Sewerage/Waste Water Treatment Plant of 4 MLD Capacity

with complete Operation and Maintenance of 7 Years in Lakha Banjara Lake in Sagar Madhya

Pradesh under Smart Cities Mission” is awarded to us under this tender. We ensure and under

that we shall deploy the required manpower and machineries for the safe, smooth and timely

execution of the Project.

Date: Authorised signatory:

Place: Name and Seal of Bidder:

Name of Company:

Address:




Annexure 6 - FORMAT FOR FINANCIAL PROPOSAL (To be submitted and signed by the Bidder's authorised signatory)

TENDER FOR LUMPSUM RATE CONTRACT:

NAME OF WORK: "Selection of an Agency for Design, Installation, Erection and



Smart Cities Mission”

Dear Sir,

1. With reference to your RFP document dated __/__/____, I/we, having examined the Bid

Documents and understood their contents, hereby submit my/our BID for the aforesaid Work.

The BID is unconditional and unqualified.

2. I/ We acknowledge that the SSCL will be relying on the information provided

in the BID and the documents accompanying the BID for selection of the Contractor

for the aforesaid Project, and we certify that all information provided in the Bid are true and

correct; nothing has been omitted which renders such information misleading; and all

documents accompanying the BID are true copies of their respective originals.

3. The BID Price has been quoted by me/us after taking into consideration

all the terms and conditions stated in the RFP, draft Agreement, our own estimates of costs

and after a careful assessment of the site and all the conditions that may affect the project

cost and implementation of the project.

4. I/ We acknowledge the right of the SSCL to reject our BID without assigning

any reason or otherwise and hereby waive, to the fullest extent permitted by

applicable law, our right to challenge the same on any account whatsoever.

5. Should my/our bid be accepted, I/We hereby agree to abide by and fulfil all the terms and

provisions of the said Conditions of Contract annexed hereto so far as applicable, or in default

thereof to forfeit and pay to the Executive Director, SSCL, Sagar; Madhya Pradesh or his

successors in office the sums of money mentioned in the said conditions.

6. In the event of my/ our being declared as the Selected Bidder, I/we agree to enter into an

Agreement in accordance with the draft that has been provided to me/us prior to the BID Due

Date. We agree not to seek any changes in the aforesaid draft and agree to abide by the

same.

7. I/ We hereby submit our BID and offer a BID Price in the Financial Bid Format for undertaking

the aforesaid Project in accordance with the Terms and Conditions specified in the Bid

Documents and the Agreement.

Note:

i. Price Bid shall be quoted in figures. If any difference in figures and words is found, lower of

the two shall be taken as valid and correct rate. If the Bidder is not ready to accept such valid

and correct rate and declines to furnish Performance Security plus additional security (if any)

and sign the agreement his Earnest Money deposit shall be forfeited.




ii. All duties, royalties, levies and taxes except Goods and Services Tax (GST) are included in

the Price Bid quoted by the Bidder.

Date: Authorized Signatory:


Name of the company and Address

Note - The financial proposal shall be submitted online only at https://mptenders.gov.in in prescribed

excel format which has been uploaded on portal.





Annexure 7 - FORMAT FOR POWER OF ATTORNEY FOR SIGNING OF PROPOSAL (To be submitted on the stamp paper of Rs. 100 and should be duly notarized)

Power of Attorney

Know all men by these presents, We ___________________________ (name and address of

the registered office) do hereby constitute, appoint and authorise Mr I Ms.

_________________________ (name and residential address) who is presently employed with us

and holding the position of as our attorney, to do in our name and on our behalf, all such acts, deeds

and things necessary in connection with or incidental to our bid for the project envisaging documents

and providing information I responses to SSCL, representing us in all matters before SSCL, and

generally dealing with SSCL in all matters in connection with our bid for Selection of an Agency for

Design, Installation, Erection and Commissioning of Sewerage/Waste Water Treatment Plant

of 4 MLD Capacity with complete Operation and Maintenance of 7 Years in Lakha Banjara

Lake in Sagar Madhya Pradesh under Smart Cities Mission (hereinafter referred to as the

“Project”).

We hereby agree to ratify all acts, deeds and things lawfully done by our said attorney pursuant to

this Power of Attorney and that all acts, deeds and things done by our aforesaid attorney shall and

shall always be deemed to have been done by us.

For

………………………………………………………………….

Accepted

____________________________________(signature)

(Name, Title and Address) of the Attorney

Note:

The mode of execution of the Power of Attorney should be in accordance with the procedure if any,

laid down by the applicable law and the charter documents of the executant(s) and when it is so

required the same should be under common seal affixed in accordance with the required procedure.




Annexure 8 - AFFIDAVIT CERTIFYING THAT THE BIDDER IS NOT BLACKLISTED

/DEBARRED OR NOT INDULGED IN CORRUPT OR FRAUDULENT

PRACTICES

(To be submitted on the Letterhead of the Bidder)

Certificate of tendered that

"I/ We have not been debarred or blacklisted or suspended or debarred from the business from any

department of Central Government of India/ State Government / PSU/ any other government / semi

government department etc. During the last three years form the bid due date"

“I/We have not directly or indirectly or through an agent engaged or indulged in any corrupt practice,

fraudulent practice, coercive practice, undesirable practice or restrictive practice, in respect of any

tender or request for proposal issued by or any Agreement entered into with the Authority or any

other public sector enterprise or any government, Central or State;



Name of Company:

Address:




Annexure 9 – THE PROJECT SITE

Lakha Banjara Lake – Sagar Madhya Pradesh




Annexure 10- COMPLIANCE WITH THE CODE OF INTEGRITY AND NO CONFLICT OF INTEREST

(To be submitted on the Letterhead of the Bidder)

Bidder shall give an undertaking on its letterhead stating that its firm duly complied with

Code of Integrity and has no Conflict of Interest in respect of this RFP.

1. Code of Integrity For duly complying with the Code of Integrity, any Bidder in the procurement process shall

-

(a) Not offer any bribe, reward or gift or any material benefit either directly or

indirectly in exchange for an unfair advantage in procurement process to

otherwise influence the procurement process:

(b) Not misrepresent or omit the misleads or attempts to mislead so as to

obtain a financial or other benefit or avoid an obligation:

(c) Not indulge in any collusion, bid rigging or anti-competitive behavior to

impale the transparency, fairness and progress of the procurement

process:

(d) Not misuse any information shared between the procuring Entity and the

Bidders with an intent to gain unfair advantage in the procurement

process:

(e) Not indulge in any coercion including impairing or harming or threatening

to do the same, directly or indirectly to any party or to its property to

influence the procurement process:

(f) Not obstruct any investigation or audit of a procurement process:

(g) Disclose conflict of interest if any: and

(h) Disclose any previous transgressions/debarment/blacklisting with any

Procuring entity in India or any other country during the last three years

or any debarment by any other procuring entity.

2. Conflict of Interest

The Bidder participating in a bidding process must not have a Conflict of interest. A Conflict

of interest is considered to be a situation in which a party has interests that could improperly

influence that party's performance of official duties or responsibilities, contractual

obligations, or compliance with applicable laws and regulations. A Bidder maybe

considered to be in Conflict of Interest with one or more parties in a bidding process if,

including but not limited to:

(a) Have controlling partners/shareholders in common: or

(b) Receive or have received any direct or indirect subsidy from any of them:

or

(c) Have the same legal representative for purposes of the Bid: or




(d) Have a relationship with each other directly or through common third

parties. that puts them in a position to have access to information about

or influence on the Bid of another Bidder, or influence the decisions of

the Procuring Entity regarding the Bidding process: or

(e) The Bidder participates in more than one Bid in a bidding process.

Participation by a Bidder in more than one Bid will result in the

disqualification of all Bids in which the Bidder is involved However, this

does not limit the inclusion of some subcontractor, not otherwise

participating as a Bidder, in more than one Bid: or

(f) The Bidder or any of its affiliates participated as a consultant in the

preparation of the design or technical specifications of the Goods, Works

or Services that are the subject of the Bid: or

(g) Bidder or any of its affiliates has been hired (or is proposed to be hired)

by the Procuring Entity as engineer-in-charge/consultant for the contract.

3. I agree and undertake that I/we shall maintain the Code of Integrity as mention as

mentioned in point no. 1 of this Annexure.

4. I/ We declare that I/we do not have any Conflict of Interest as mentioned in point no. 2 of

this Annexure.



Name of Company

Address:




Annexure 11- DECLARATION BY BIDDER REGARDING QUALIFICATION (To be submitted on the Letterhead of the Bidder)

In relation to my/our Bid submitted to Sagar Smart City Ltd. for Selection of an Agency for Design,

Installation, Erection and Commissioning of Sewerage/Waste Water Treatment Plant of 4 MLD

Capacity with complete Operation and Maintenance of 7 Years in Lakha Banjara Lake in Sagar

Madhya Pradesh under Smart Cities Mission and in response to their Notice inviting Bids No.

____________dated ___ /__/____, I/We hereby declare as follows:

1. I/we, the undersigned, do hereby certify that all the statements made in the required

attachments are true and correct.

2. I/We possess the necessary professional, technical, financial and managerial resources and

competence required by the Bidding Document issued by the Authority/SSCL:

3. I/We have fulfilled my/our obligation to pay such of the taxes payable to the Union and the

State government or any local authority as specified in the Bidding Document:

4. I/We are not insolvent, in receivership, bankrupt or being wound up, not have my/our affairs

administered by a court or a judicial officer not have my/our business activities suspended

and not the subject of legal proceeding for any of the foregoing reasons:

5. I/We do not have, and our directors and officers have not, been convicted of any criminal

offence related to my/our professional conduct or the making of false statements or

misrepresentations as to my/our qualifications to enter into a procurement Contract within a

period of three years preceding the commencement debarment proceedings.

6. I/We do not have a conflict of interest as specified in the Act, Rules and the Bidding

Document, which materially affects fair competition.

7. I/We binds ourselves with all the stipulations of the Bidding Document including period of

completion, provision of adequate equipment, personnel and other resources required for

completion within the stipulated completion period and adequate maintenance and agrees to

augment them, if found necessary for timely completion of the Project/Work, as desired by

the SSCL.



Name of Company

Address:




Annexure 12- FORMAT FOR PERFORMANCE BANK GUARANTEE To,

(Name of the Employer) ___________________________________________________________

_________________________________________________________ (address of the employer)

WHEREAS (name and address of Contractor) (hereinafter called “The Contractor) has undertaken

the work of “Selection of an Agency for Design, Installation, Erection and Commissioning of

Sewerage/Waste Water Treatment Plant of 4 MLD Capacity with complete Operation and


Mission” (hereinafter called “the Contract”) in pursuance of Letter of Acceptance (LOA) No

________________dated .

AND WHEREAS it has been stipulated in the said LOA that the Contractor shall furnish a Bank

Guarantee by a recognized Bank for the sum specified therein as security for compliance with the

obligations in accordance with the Contract.

AND WHEREAS we have agreed to give the Contractor such a Bank Guarantee.

NOW THEREFORE we hereby affirm that we are the Guarantor and responsible to you on behalf of

the Contractor, up to a total of ____________________________ (amount of guarantee)

_________________________________________ (in words) such sum being payable in the types

and proportions of currencies in which the Contract Price is payable. And we undertake to pay you,

upon your first written demand and without cavil or argument, any sum or sums within the limits of

___________________ (amounts of guarantee) as aforesaid without your needing to prove or to

show grounds or reasons for your demand for the sum specified therein.

We hereby waive the necessity of your demanding the said debt from the Contractor before

presenting us with the demand.

We further agree that no change or addition to or other modification of the terms of the Contract or

of the Works to be performed there under or of any of the contract documents which may be made

between you and the Contractor shall in any way release us from any liability under this guarantee

and we hereby waive notice of any such change, addition of modification.

That guarantee shall be valid until 120 days from the date of expiry of the Contract Period.

Signature and seal of the Guarantor

Name of Bank _____________________

Address _________________________

Dated____________________________




Annexure 13- Deleted




Annexure 14- FORM OF CONTRACT AGREEMENT

This agreement made this day of (Month) (Year), between

The Sagar Smart City Limited (SSCL), a company incorporated under the Companies Act, 1956 having its Registered Office at Sagar Smart City Office, 2nd Floor, ICCC Building, New Collectorate Premises, Sagar, Madhya Pradesh 470002 (hereinafter referred to as the “SSCL” which expression shall include its administrators, successors, executors and assigns) of the one part ; and

M/s _________________________(NAME OF CONTRACTOR) (hereinafter referred to as the Contractor‟ which expression shall unless the context requires otherwise include its administrators, successors, executors and permitted assigns) of the other part.

WHEREAS, SSCL, has desirous of construction of (NAME OF WORK) (hereinafter referred to as the “PROJECT”) on behalf of the (NAME OF AUTHORITY) (hereinafter referred to as “OWNER”), had invited tenders as per Tender documents vide NIT No.

AND WHEREAS (NAME OF CONTRACTOR) had participated in the above referred tender vide their tender dated and SSCL has accepted their aforesaid tender and award the contract for (NAME OF PROJECT) on the terms and conditions contained in its Letter of Intent No. and the documents referred to therein, which have been unequivocally accepted by (NAMEOF CONTRACTOR) vide

their acceptance letter dated ---------------------------- --.

NOW THEREFORE THIS DEED WITNESSETH AS UNDER:

ARTICLE 1 – AWARD OF CONTRACT SCOPE OF WORK

SSCL has awarded the contract to (NAME OF CONTRACTOR) for the work of (NAME OF WORK) on the terms and conditions in its letter of intent No. in the “Contract Documents” referred to in the succeeding Article.

ARTICLE 2 – CONTRACT DOCUMENTS

The contract shall be performed strictly as per the terms and conditions stipulated herein and in the following documents attached herewith (hereinafter referred to as “Contract Documents”).

This Contract Agreement and the Appendices hereto

1 Letter of Acceptance

2 Letter of Price Bid and Price Schedules submitted by the Contractor

3 Letter of Technical Bid and Technical Proposal submitted by the Contractor

4 Special Conditions of Contract

5 General Conditions of Contract

6 Specification

7 Drawings

8 Other completed Bidding Forms submitted with the Letters of Technical and Price Bids

9 RFP along with amendments/corrigendum of schedule items, if any.

10 Pre bid Meeting Clarifications

11 Any other documents part of the Employer’s Requirements

12 Any other documents shall be added here.

SSCL‟s detailed Letter of Intent No. Dated including Bill of




Quantities. Agreed time schedule, Contractor’s Organization Chart and list of Plant and Equipment’s submitted by Contractor.

All the aforesaid contract documents referred to in Para 2.1 and 2.2 above shall form an integral part of this Agreement, in so far as the same or any part thereof column, to the tender documents and what has been specifically agreed to by SSCL in its Letter of Intent. Any matter inconsistent therewith, contrary or repugnant thereto or deviations taken by the Contractor in its “TENDER” but not agreed to specifically by SSCL in its Letter of Intent, shall be deemed to have been withdrawn by the Contractor without any cost implication to SSCL. For the sake of brevity, this Agreement along with its aforesaid contract documents and Letter of Intent shall be referred to as the “Contract”.

ARTICLE 3 – CONDITIONS & CONVENANTS

The scope of Contract, Consideration, terms of payments, advance, security deposits, taxes wherever applicable, insurance, agreed time schedule, compensation for delay and all other terms and conditions contained in SSCL‟s Letter of Intent No. dated are to be read in conjunction with other aforesaid contract documents. The contract shall be duly performed by the contractor strictly and faithfully in accordance with the terms of this contract.

The scope of work shall also include all such items which are not specifically mentioned in the Contract Documents but which are reasonably implied for the satisfactory completion of the entire scope of work envisaged under this contract unless otherwise specifically excluded from the scope of work in the Letter of Intent.

Contractor shall adhere to all requirements stipulated in the Contract documents.

Time is the essence of the Contract and it shall be strictly adhered to. The progress of work shall conform to agreed works schedule/contract documents and Letter of Intent.

This agreement constitutes full and complete understanding between the parties and terms of the presents. It shall supersede all prior correspondence to the extent of inconsistency or repugnancy to the terms and conditions contained in Agreement. Any modification of the Agreement shall be effected only by a written instrument signed by the authorized representative of both the parties.

The total contract price for the entire scope of this contract as detailed in Letter of Intent is Rs. (Rupees only), which shall be governed by the stipulations of the contract documents.

ARTICLE 4 – NO WAIVER OF RIGHTS

Neither the inspection by SSCL or the Engineer-in-Charge or Owner or any of their officials, employees or agents nor order by SSCL or the Engineer-in-Charge for payment of money or any payment for or acceptance of, the whole or any part of the work by SSCL or the Engineer-in-Charge nor any extension of time nor any possession taken by the Engineer-in-Charge shall operate as waiver of any provisions of the contract, or of any power herein reserved to SSCL, or any right to damage herein provided, nor shall any waiver of any breach in the contract be held to be a waiver or any other or subsequent breach.

ARTICLE 5 – GOVERNING LAW AND JURISDICTION

The Laws applicable to this contract shall be the laws in force in India and jurisdiction of SAGAR Court (s)only.

ARTICLE 6 – NOTICE OF DEFAULT

Notice of default given by either party to the other party under the Agreement shall be in writing and shall be deemed to have been duly and properly served upon the parties hereto, if delivered against acknowledgment due or by FAX or by registered mail duly addressed to the signatories at the address mentioned herein above.




IN WITNESS WHEREOF, the parties through their duly authorized representatives have executed these presents (execution whereof has been approved by the Competent Authorities of both the parties) on the day, month and year first above mentioned at SAGAR.

For and on behalf of: For and on behalf of:

(NAME OF CONTRACTOR) (M/s Sagar Smart City Limited)

WITNESS: WITNESS:




Annexure 15 – BID CAPACITY

Name of Project: Selection of an Agency for Design, Installation, Erection and



Smart Cities Mission

To calculate the value of “A”

1. A table containing value of Civil Engineering Works undertaken by the Bidder during the last 5

years is as follows (the amount of bonus received, if any, shall be indicated separately):

Sl. No. Year Value of Civil Engg. Works (Rs. in Crores)

1 2019-20/2020-21

2 2018-19/2019-20

3 2017-18/2018-19

4 2016-17/2017-18

5 2015-16/2016-17

2. Maximum value of projects that have been undertaken during the F.Y. ________ out of the last 5

years is Rs._____Crore (Rupees__________________________). Further, value updated to the

price level of the year indicated in Appendix is as follows:

Rs. ______ Crores x _____ (Updated to the current price level) = Rs. _______ Crores

(Rupees______________________________________)

To calculate the value of “B”

A table containing value of all the existing commitments and on-going works to be completed for N

duration, where N = Number of years prescribed for completion of work for which Bid is invited Sl.

No.

Name of Project/Work

Percentage of participation of Bidder in the project

Date of start / appointed date of project

Construction period as per Agreement/ LOA

Value of contract as per Agreement /LOA

Value of work completed

Balance value of work to be completed

Anticipated date of completion

Balance value of work updated to the current price level

Rs. in Crore

Rs. in Crore

Rs. in Crore

Rs. in Crore

1 2 3 4 5 6 7 8= (6-7) 9 10 (3x 8x#)

The Statement showing the value of all existing commitments, anticipated value of work to be completed in the period of construction of the project for which bid is invited and ongoing works as well as the stipulated period of completion remaining for each of the works mentioned above is verified from the certificate issued that has been countersigned by the Client or its Engineer-in-charge not below the rank of Executive Engineer or equivalent in respect of EPC Projects. No awarded / ongoing works has been left in the aforesaid statement which has been awarded to the Bidder on




bid due date of this RFP.

Note:

# = Updation factors given in Clause No 2.4.3

Updation to the current price level shall be done by compounding the Value of contract as

per Agreement/LOA from the year of Date of start / appointed date of project to the current

year i.e. 2020-21

Signature, Name and Designation of Authorised Signatory

Name of the CA/SA's Firm:

For and on behalf of (Name of the Bidder)

Seal and Sign of the CA/SA (Signature, Name and Designation Membership No. of authorised signatory):

Date:_________________

Place:________________




Annexure 16 – Deleted




Annexure 17 – SCOPE OF WORK

1. The Contractor will be responsible for complete design, engineering, installation, erection

and commissioning of the Sewerage/Waste Water Treatment Plant of with complete

Operation and Maintenance of 7 Years in Lakha Banjara Lake, along with all the allied

activities as per the proposed solution given by the Contractor at the time of Bidding.

2. The scope shall include but shall not be limited to complete design, engineering, installation,

erection and commissioning of Waste Water Treatment Plant complete with all civil,

mechanical, electrical, electromechanical, plumbing, drainage works approved by the

Engineer-in-charge of following minimum specifications including operation, management

and on-site/off site servicing:

(i) Allowable Treatment Systems: Prefabricated STP with Membrane Bio Reactor

System (MBR);

(ii) Inlet Capacity Flow Rate Range: 1000 Cu.m/hour;

(iii) Treated Water Quality: allowable discharge norms as per CPCB or Madhya

Pradesh State Pollution Control Board;

(iv) Maximum Siting Dimension per module: 3 x 6 x 3 (LxBxH) metres (excluding the

working yards);

(v) Installation Type: Complete Civil work with Installation, Containerized Plug &

Play, Prefabricated tanks;

(vi) Water Source Treatment Capacity: Municipal Sewage, Commercial Waste

Water, etc.;

(vii) Minimum Treatment Capacity Range: 1 to 2.00 MLD;

(viii) Impurities to be removed: Oil and Grease, Color, COD, BOD, TSS;

(ix) Treatment Stage: Secondary or Tertiary as applicable for each locations;

(x) Approximate Power Consumption Range: 1 to 2 KW; and

(xi) Automation Grade: Fully automatic, sensor based control module, use

rationalization software based operation

3. The contractor shall install quality control laboratory and provide such assistance,

instruments, machines, labour and materials as are normally required for examining,

measuring and test in any work and the quality, weight or quantity of any material used and

shall supply samples of materials before incorporation in the works for testing as may be

selected and required by the Engineer-in-charge.

4. All the components and sub-components in the smooth implementation, installation and operation of the Project shall be complied with the specified standards as per the indicative designs/ layouts defined herein in this RFP. The Contractor shall ensure that all components of the project are installed/ executed correctly to be suitable, safe & durable and which can withstand rain, humidity, light and wind kinds of different climatic conditions in the Sagar city.

5. The Contractor shall also be responsible for repair works during Defect Liability Period after

the successful completion of project. The Bidder with requisite financial, managerial,

technical expertise of similar type of works. Further, the Bidder shall be solely liable to bear

all the expenses on account of water, electricity bills, maintenance of electrical systems, etc.

at all times during the Contract Period of the Project.




6. Further, Scope of work also includes the following:

a) Contractor shall be required to analyse the existing situation and site.

b) Successful bidder has to follow all the Guidelines and standards of CPCB, CPHEEO

Manuals or any other applicable Guidelines/Manuals/Rules/Standards as issued from

time to time by GOI or GoMP.

c) After signing of Contract, the Contractor has to submit the following drawings as per

requirement at site:

i. Required Survey and Drawings of the Existing Site and Structures

ii. Measure Drawing of the Existing Hospital Buildings

iii. Bore Hole and Soil Testing report (if required)

iv. Site Setting out and Demarcation Plan for Foundation (if required)

v. Lab will be installed by the contractor at site for quality control.

vi. Material testing reports to be done by the Contractor from Government

Engineering College, NABL or ISO/IEC17025 certified lab, while execution at his

own cost.

vii. All type of Working Drawings (Civil/ Structural / Electrical/ Plumbing/Mechanical

etc. as per requirement of site condition) must be sealed and signed by the

appropriate.

viii. Exterior , Interior 3D views and Walk Through for approval of façade Treatment,

Materials, Interior Layout, Color Composition etc.

ix. Drawings must be Approved by the govt. Engg. Colleges/ Authorized Engineer.

x. Technical Specifications and makes list of each item which are proposed to be

installed at the site.

xi. As-Built Drawing after Completion.

7. No alterations or damage should be caused to the area. In case any damage is caused to

Government assets/premises by the Contractor without approval of SSCL, the cost of same

shall be recovered from the Contractor by the SSCL.

8. The Contractor will make all arrangements on his own to execute the said work as per the

approval given by the SSCL at his own cost.

9. Standard test of the said work shall be carried out as Quality control measure.

10. The Contractor should maintain the equipment needed for said work in a neat and good

working condition during execution/ Contract Period in accordance with all applicable laws

and ordinances.

11. The Contractor shall be responsible for compliance of all laws, acts and rules in relation to

the environment and manpower deployed by them for the execution of the work and the

SSCL will have a right to be indemnified in respect of any consequence resulting from any

breach or violation by the Contractor of such rules and statutory obligations etc.

12. The Contractor will be required to take preventive measures so that the buildings are not

affected due to Project activities. Failure to do so will invite a penalty to the amount equivalent

to restore the structure to the desired condition.

13. The Contractor should have a dedicated team, consisting of both technical and commercial

experts, of relevant experience related in the field of said work.




Annexure 18 – Deleted




Annexure 19 –Deleted




Annexure 20 –SPECIAL CONDITIONS OF CONTRACT

1. The following special conditions shall be read in conjunction with General conditions of

contract. If there are any provisions in these Special Conditions, which are at variance

with the provisions of General Conditions of Contract, the provisions in the Special

Conditions shall take precedence. Where any portion of Special Conditions of Contract

is repugnant to or at variance with any provision of the instructions to Bidder and

General Conditions of Contract and / or the other documents forming part of the

contract then unless a different intention appears the provision of the Special

Conditions of Contract shall be deemed to override the provisions of the general

conditions of contract and / or the other documents forming part of the contract only to

the extent such repugnant/various in the special conditions of contract as are not

possible of being reconciled with the provisions in the special conditions of contract as

are not possible of being reconciled with the provision with instructions to Bidder or

General Conditions of contract and / or the other documents from part of the contract.

The special conditions are supplementary instructions to the tenders and shall form

part of the contract.

2. Deleted.

3. Drawings provided by SSCL is for tender purpose; Bidder shall provide the detailed

drawings for approval of SSCL release for construction. One the drawings approved, if

any deviations found and correction required then it should be brought to SSCL for

rectification.

4. All the Charges required for vetting of the designs done by The Contractor by IIT or

any other reputable agency approved by SSCL etc. shall be deemed to have been

included in the quoted rates.

5. The contractor has to submit sample of the items defined and to be used in the project,

the same to be Approved by SSCL, before use.

6. It is Lumpsum Rate tender/EPC Tender.

7. In case of increase in contract value during the original contract period or during

extension as applicable, bidder shall submit the performance BG as specified for the

increased value valid up to extended contract duration.

8. Contractor shall be Responsible to make his own arrangements for supply of power for

his use including area illumination, construction activities, fabrication, without any extra

cost to Client.

9. Contractor shall make his own arrangements for supply of water and all arrangements

for distribution, storage, use and drainage of the same at his own cost.

10. SSCL shall endeavor to provide land out of available land to the Contractor, for the

sole purpose of field office using Contractor’s own container (porta cabin). No land shall

be provided for accommodation of workers/labour.

11. The Contractor shall remove all temporary buildings / facilities etc. before leaving the

site after completion of works in all respect. In the event that Contractor fails to clear




the site within 3 weeks after receiving intimation from SSCL to do so, SSCL shall be

free to engage the services of any third party to clear the site at Contractors risk and

cost. All expenses incurred on this account shall be recovered from the Contractor.

12. Taxes, Duties, Royalty, Prices Royalty: All royalties etc., as may be required for any

Borrow Areas, including right of way etc. to be arranged by Contractor shall be deemed

to have been included in the quoted prices. Contractor's quoted rates should include

the royalty on different applicable items as per the prevailing State Government rates.

13. Underground and overhead structures: The Contractor will familiarize himself with

and obtain information and details from SSCL in respect of all existing structures,

overhead lines, existing pipelines and utilities existing at the job site before

commencing work. The Contractor shall execute the work in such a manner that the

said structures, utilities, pipelines etc. are not disturbed or damaged, and shall

indemnify and keep indemnified SSCL from and against any destruction thereof or

damages thereto.

14. Electrical Contractor’s License- Bidder or his subcontractor to have valid Electrical

License for executing the project

15. Project Review Meeting: The contractor, immediately on award of work shall submit

details of his Key Personnel to be engaged on a fulltime basis for the Work at Site. In

addition, he shall furnish the Engineer-in-Charge detailed organogram of his staff

involved with the work. The Contractor shall present the Programme and status at

various review meetings as required:

16. Weekly Review Meetings: Shall be attended by Local Team headed by Project - in-

Charge

17. Monthly Review Meetings: Shall be attended by Project-in-Charge and the

Management Representative who can take independent decisions.

18. Project office accommodation: Furnished office accommodation & mobility

communication to be arranged by Contractor on acceptance of tender, the contractor

at his own cost will construct a suitably equipped office at site with basic facilities such

as telephone(s), fax, internet, photocopier, computer(s) and printer(s) along with

operator(s), regular electric & drinking water supply and vehicles for the SSCL‟s staff /

Engineer in Charge (EIC) with driver, fuel and maintenance etc. as per the requirement

of the project. The contractor shall maintain the aforesaid facilities intact/operational

during the tenancy of the contract or maximum up to 6 months beyond the stipulated

contractual completion date if the work is delayed due to any reasons. Operation and

maintenance cost of all such materials, equipment’s / services shall be borne by the

contractor. The contractor shall also make sufficient arrangement for

photography/video-graphy so that photographs video can be taken of any specific

activity at any point of time. The contractor shall also make arrangement of software

like MS Project etc. for the purpose of preparing progress report etc. The contractor

shall make all arrangements for groundbreaking ceremony/inaugural function etc. for

the project as required and the cost towards it deemed to be included in his rates/offer.

Any expenditure already incurred/to be incurred by SSCL, shall be recovered from the

contractor




19. Recommended Makes of Materials: A list of recommended makes of materials is as

per Tender document. If ISI marked product/material is not available, the same shall

be as approved by the Engineer-in-Charge before execution. In case of natural

products such as Kota stone, Marble, Granite etc., the stones used shall be of premium

grade and they shall be homogenous in colour with consistency in pattern, texture,

tone, marking and colour. No discoloration, spots, fissures or cracks and pocked

surfaces shall be allowed.

20. Completion Certificates/ NOC from Local Statutory Bodies: Contractor has to

arrange at his own cost building/ work completion certificates or NOCs if required to be

obtained, from the local statutory bodies of central and state govt. such as Municipal

Corporation, electrical, safety, Fire authority, Chief Controller of Explosives (CCOE)

etc. Any fees required for obtaining such NOCs shall be paid by SSCL on production

of relevant depository challans/ receipts from such Govt. authorities. Initial building

approval drawings shall be made available by SSCL

21. The inspection of the works by the authorities shall be arranged by the Contractor and

necessary co- ordination and liaison work in this respect shall be the responsibility of

the Contractor.

22. Tools, Plants and Machinery: The Contractor shall provide and install at site

adequate T&P for construction of the Project Works. The deployment of T&P shall be

planned as per work requirement to suit the nature, quantum and speed of the work for

lifting/hoisting construction materials/equipment etc. The T&P shall be maintained in

good working condition throughout the progress of work. All adequate precaution

regarding formal upkeep of valid Statutory/Safety credentials of major construction

equipment as directed by SSCL, their installation, operation, maintenance, materials

etc., shall be taken care of. The operating staff to be deployed shall be properly

qualified and adequately trained and experienced. All safety precautions shall be taken

during the project duration, against possible accident. The Contractor shall deploy his

representative to effectively enforce the safety rules and regulations in this regard. The

contractor shall deploy all necessary tools and plants as per the requirement of the

work.

23. Interference with Traffic and Adjoining Properties/ Buildings: In case any

operation connected with the Works requires temporary diversion of the traffic, or

obstruction or closure of any road, or any other „right of way‟, the approval of SSCL

and the respective competent authorities shall be obtained at least one week in

advance. The Contractor shall at all times during execution of the Works, ensure an

uninterrupted flow of traffic around the plot so as not to cause any nuisance to the

general public. If in order to avoid undue interference with the traffic and adjoining

properties, SSCL instructs the Contractor to take special precautions or work within

restricted time periods; the Contractor shall carry out the Works during such time and

in such manner as directed by SSCL.

24. It shall be the responsibility of Bidder to co-ordinate with M.P. State Electricity Board,

Telephone authority, various authorities including Public Health Engineering, Water

resource Department, Forest and MPPCB for obtaining necessary permissions

regarding public utilities like existing pipe line, sewer line, HT/LT cable etc. as may be




required for the due fulfillment of the obligations under this contract. Sagar Smart City

Limited shall deposit all charges including charges for Electric Connection, water

connection charges as may be necessary for seeking required permissions from

different authorities but it shall be the primary responsibility of the contractor/firm to

pursue with various authorities and obtain the permissions at the earliest. If as a result

of excavation of trenches the underground services such as water main electric

telephones cable, sewer lines become naked and unsupported it shall be the

responsibility of the contractor to make suitable and necessary arrangement as per

direction of the Engineer-in-Charge for their protection and no extra payment on this

account will be made to the contractor. Any damages caused to the above mentioned

underground services due to negligence of the contractor or otherwise the same shall

be made good by the contractor at his own cost.

25. Lighting & watch and ward: The contractor shall at his own cost take all precautions

to ensure safety of life and property by providing necessary barriers, area lighting at

the construction site and approaches, watchmen, necessary watch towers etc. during

progress of work at all hours including night hours, if required, as directed by the

Engineer-in-charge. The Contractor shall be responsible for the watch and ward of the

all construction premises and buildings, safety of all fittings and fixtures including

sanitary and water supply fittings and fixtures provided by him against pilferage and

breakage during the period of installation till handing over of all the works to SSCL.

26. Monthly Bills of Contractor: Contractor shall submit Monthly bills for the work

Executed.

27. Payment Schedule: Following payment schedule to be followed

A. Tentative Payment Break up Schedule for Capex Cost

S. No. Item Description Percentage Remark

1. SOR Items 100%

a. 90% payment shall be made on pro-rata basis against executed quantity and certification from Employer

90%

b. 10% payment shall be made on Handing Over of the Entire Project 10%

2. Supply of Materials (Non SoR items) 100%

a. Supply & Delivery of Materials at Sagar for Project Components (after receipt of invoice and shipping documents)

50%

b. Installation Testing and commissioning of the Project Components 40%

c. Handing Over of the Entire Project 10%

3. All other works of Non SoR items 100%

a. 90% payment shall be made on pro-rata basis against executed quantity and certification from Employer

90%

b. 10% payment shall be made on Handing Over of the Entire Project 10%




B. Payment Schedule of Operation and Maintenance Cost

1 84 Monthly Installments = Operation and Maintenance Cost / 84 (to be paid on a monthly basis)

Note: The Project Cost quoted by the Contractor shall be distributed into two

parts and 85% of the Project Cost quoted by the Contractor shall be paid during

the Design, Supply, Installation, Erection and Commissioning Phase and the

remaining 15% of the Project Cost quoted by the Contractor shall be paid during

the Operation and Maintenance Phase in 84 equal instalments.

28. Time period of the Project: Entire project should be completed and delivered within

Six (6) Months of time from the date of award of contract that includes Monsoon. The

time allowed for carrying out the work as entered in the Tender shall be strictly

observed by the Contractor and shall be reckoned from the date on which the Letter of

Acceptance is given to the Contractor. The work shall throughout the stipulated period

of the Contract be proceeded with all due diligence as time being deemed to be the

essence of the contract on the part of the Contractor. The Contractor should complete

the physical work as far as possible as per phase given below:

Milestones during the Construction period to be achieved, for PMC Monitoring Purpose

Progress Benchmarking

First 1 Month

Survey Works and Site Clearance

at the end of 1st month Submission of detailed design and Drawings

Next 2 Month 30% Financial Progress at the end of 3rd month

Next 1 Months 60% Financial Progress at the end of 4th month



29. The program for completion of work shall be a part of the Contract Document in the

form of Bar Chart / GANTT Chart. The Contractor is supposed to carry out the work

and keep the progress as per Bar Chart/GANTT Chart. The Contractor shall complete

the work as per the Schedule given in the Contract and the program submitted by the

Contractor.

30. Contract Execution: In the event of the contractor failing or neglecting to complete

the rectification work within the period up to which the contractor has agreed to maintain

the work in good order, the amount of security deposit retained by SSCL shall be

adjusted towards the excess cost incurred by the Department on rectification work.

Action when whole of security deposit/Retention Money is forfeited.

31. In any case in which under any Clause of this contract, the contractor shall have

rendered himself liable to pay compensation amounting to the whole of this

performance security whether paid in one sum or deducted by installments or in the

case of abandonment of the work owning to serious illness or death of the contractor

or any other cause, the Engineer-in-Charge shall have power to adopt any of the




following process, as he may deem best suited to the interest of SSCL -

(a) To rescind the contract (for which recession notice in writing to the contractor shall be

conclusive evidence) and in that case, the Security Deposit of the contract shall stand

forfeited and be absolutely at the disposal of SSCL.

(b) To carry out the work or any part of the work departmentally debiting the contractor

with the cost of the work, expenditure incurred on tools and plant, and charges on

additional supervisory staff including the cost of work-charged establishment employed

for getting the un-executed part of the work completed and crediting him with the value

of the work done departmentally in all respects in the same manner and at the same

rates as if it had been carried out by the contractor under the terms of his contract.

The certificate of the Engineer - in - Charge as to the costs and other allied expenses

so incurred and as to the value of the work so done departmentally shall be final and

conclusive against the contractor.

(c) To order that the work of the contractor be measured up and to take such part thereof

as shall be un- executed out of his hands, and to give it to another contractor to

complete, in which case all expenses incurred on advertisement for fixing a new

contracting agency, additional supervisory staff including the cost of work charged

establishment and the cost of the work executed by the new contract agency will be

debited to the contractor and the value of the work done or executed through the new

contractor shall be credited to the contractor in all respects and in the same manner

and at the same rates as if it had been carried out by the contractor under the terms of

his contract. The certificate of the Executive Engineer as to all the cost of the work and

other expenses incurred as aforesaid for or in getting the n-executed work done by the

new contractor and as to the value of the work so done shall be final and conclusive

against the contractor.

32. In case the contract shall be rescinded under Clause (a) above, the contractor shall not

be entitled to recover or be paid any sum for any work there for actually performed by

him under this contract unless and until the Executive Engineer shall have certified in

writing the performance of such work and the amount payable to him in respect thereof

and he shall only be entitled to be paid the amount so certified. In the event of either

of the courses referred to in Clause (b) or (c) being adopted and the cost of the work

executed departmentally or through a new contractor and other allied expenses

exceeding the value of such work credited to the contractors amount of excess shall

be deducted from any money due to the contractor, by SSCL under the contract or

otherwise, howsoever, or from his Security Deposit or the sale proceeds thereof

provided, however, the contractor shall have no claim against SSCL even if the certified

value of the work done departmentally or through a new contractor exceeds the

certified cost of such work and allied expenses, provided always that whichever of the

three courses mentioned in clauses (a), (b) or is adopted by the Executive Engineer,

the contractor shall have no claim to compensation for any loss sustained by him by

reason of his having purchase or procured any materials or entered in to any

engagements or made any advance on account of or with a view to the execution of

the work or the performance of the contract.




33. Contract may be rescinded and Performance Security forfeited for bribing a public

officer or if contractor becomes insolvent.

34. If the contractor assigns or sublets his contracts or attempt so to do, or become

insolvent or commence any proceeding to get himself adjudicated and insolvent or

make any composition with his creditors, or attempt so to do or if bribe, gratuity, gift,

loan, perquisite, reward or advantage, pecuniary or otherwise, shall either directly or

indirectly be given promised or offered by the contractor or any of his servants or agents

through any public officer, or person in the employ of SSCL /Govt.

35. in any way relating to his office or employment, or if any such officer or person shall

become in any way directly or indirectly interested in the contract the Engineer In-

charge may thereupon, by notice in writing rescind the contract and the Performance

Security of the Contractor shall thereupon stand forfeited and be absolutely at the

disposal of SSCL and the same consequences shall ensure as if the contract had been

rescinded under above clause J hereof; and in addition the contractor shall not be

entitled to recover or be paid for any work therefore actually performed.

36. The Performance Guarantee and Security Deposit -Details as per the RFP document.

37. Drawing: All Drawings/Layout plans are for reference or guidance purpose only. The

Bidder will submit the detailed construction plan of construction Project within 15 days

from date of issuing work order. The same shall be reviewed and approved by Engineer

– In charge of SSCL or through other agency approved by SSCL. This 15 days’ period

is included in stipulated time for construction. Construction of the Project shall be

carried out as per the approved drawings provided by SSCL. Data to be furnished by

the Bidder: The Bidder shall submit the following information to the Engineer-in-

charge. Proposed constructions Programme and time schedule showing sequence of

operations within 15 days of receipt of notice to proceed with the work in pursuance of

the conditions of contract.

38. Action when the progress of any crucial item of work is unsatisfactory: If the

progress of a crucial item of work, which is important for timely completion of work is

unsatisfactory, the Engineer-in- charge shall not withstanding that the general progress

of work is satisfactory, after giving the Bidder 15 days‟ notice in writing get the said

work executed by employing other means including other labour / Bidder etc. and the

Bidder will have no claim for compensation for any loss sustained by him owing to such

action.

39. Inspection and Tests: Except as otherwise provided in here of all material and

workmanship if not otherwise designated by the specifications shall be subject to

inspection, examination and test by the Engineer-in- Charge at any and all times during

manufacture and/or construction and at any/all places where such manufacture or

constructions are carried on. The Engineer-in charge shall have the right to reject

defective materials and workmanship or require its corrections. Rejected workmanship

shall be satisfactorily replaced with the proper material without charge thereof and the

Bidder shall properly segregate and remove the rejected material from the premises. If

the Bidder fails to proceed at once with the replacement of the rejected material and/or

the construction of defective workmanship the Engineer-in charge may replace such




material and/or correct such workmanship and charge the cost thereof to the Bidder.

40. Removal of temporary work, Plant & Surplus materials: Prior to final acceptance

of the completed work, but excepting as otherwise expressly directed or permitted in

writing, the Bidder shall, at his own expenses remove from the site and dispose of all

the temporary structures including buildings, all plant and surplus materials, and all

rubbish and debris for which he is responsible to the satisfaction of Engineer -in-

Charge.

41. Possession prior to completion: The Engineer-in-Charge shall have the right to take

possession of or use any completed part of the work. Such possession or use shall not

be deemed as an acceptance of any work not completed in accordance with the

contract.

42. Damage to works: The works whether fully completed or incomplete, all the materials,

machinery, plants, tools, temporary building and other things connected there with shall

remain at the risk and in the sole charge of the Bidder until the completed work has

been delivered to the Engineer-in- Charge and till completion certificate has been

obtained from the Engineer in- charge. Until such delivery of the completed work, the

Bidder shall at his own cost take all precautions reasonably to keep all the aforesaid

works, materials, machinery, plants, temporary buildings and other things connected

there with free from any loss, damages and in the event of the same or any part there

of being lost or damaged, he shall forthwith reinstate and make good such loss or

damages at his own cost.

43. Examination and tests on completions: On the completion of the work and not later

than three months thereafter, the Engineer-in-charge shall make such examination and

tests of the work as may then seem to him to be possible, necessary or desirable, and

the Bidder shall furnish free of cost any materials and labour which may be necessary

thereof and shall facilitate in every way all operations required by the Engineer-in-

Charge, in making examination and tests.

44. Climatic Conditions: The Engineer-in-Charge may order the Bidder to suspend any

work that may be subject to damage by climatic conditions and no claims of the Bidder

will be entertained by the department on this account. As per the Ministry of

Environment and Forest Guidelines 2010 and Ministry of Urban Development

notifications, the Site area shall be protected from dust by fixing Green Fencing around

the Construction site area. The Contractor is instructed to strictly adhere to the

following at his own cost. Supply and Fixing Green barriers and wind breaking walls

around their sites. Cover tarpaulin on scaffolding around area of construction. Do not

store construction material, particularly sand, on any part of the street, roads in any

colony, Cordon the work area with proper fencing by other means with due

consideration of safety of workers, public, etc. Dust emissions from construction site

are controlled. Sprinklers should be compulsorily used at the site and Wet jets in

grinding and stone cutting must be used.

45. The work area shall be well illuminated during nights. Safety regulations: While carrying

out this work, the Bidder will ensure compliance of all safety regulations as provided in

the Safety Code. The bidder will be responsible for safety of the works. The Bidder




must not interfere with other Bidders who may be employed simultaneously or

otherwise by the department at the Site. He will at no time engage departmental labour

or that of other Bidders without the written permission of the Engineer-in-Charge.

Bidder is fully responsible for cause of damages of the adjoining works of different

works at site and the same cost of rectification of damages shall be recovered from the

Bidder as per Engineer In-charge instructions.

46. Regulations and bye laws: The Bidder shall conform to the regulations, bye-laws any

other statutory rules made by any local authorities or by the Government and shall

protect and indemnify SSCL, against any claim or liability arising from or based on the

violation of any such laws, safety, theft, ordinance, regulation, orders, decrees etc.

47. Site Order Book: A site order book shall be kept in the departmental office at the site

of the work. As far as possible all orders regarding the works are to be entered in this

book. All entries therein shall be signed by the departmental officers in direct charge of

the work and the Bidder or his representatives. In the important cases the CEO or

TA/GM/DGM of SSCL will countersign the entries which shall except with the written

permission of the TA and the Bidders or his representative shall be bound to take note

of all instructions meant for the Bidder as entered in the site order book without having

to be called for separately to note them. The Engineer-in- charge shall submit

periodically copies of the remarks of the site order book to the CEO, SSCL for record

and to the Bidder for compliance and report.

48. Conversion of units: Whenever in the contract agreement dimensions and units have

been expressed in F.P.S. system, the same will be converted in to metric system units

by applying the standard conversion table of Indian Standard Institution so as to derive

the corresponding figure arithmetically and the Bidder will have to accept the figures

so derived without any claim or compensation whatsoever.

49. Advances to Bidders: Mobilization Advances: Mobilization advance not exceeding

10% of the tender value whichever is less may be given with the approval of the

competent authority, if requested by the contractor in writing within one month of the

order to commence the work. In such advance, the contractor shall submit a Bank

Guarantee Bond from nationalized/ Schedule Bank situated in Sagar for the 110% of

the Advance amount of such advance being released valid for 28 days beyond the

contract period. Interest on mobilization advance shall be levied as per the Government

Notification and as amended prior to conclusion of this agreement. This advance shall

be paid in three installments as follows:

a) 1st first installment of 50 (fifty) percent of total mobilization advance shall be paid

after the agreement is signed and upon submission of performance guarantee for

full amount as specified.

b) 2nd installment of 25 (twenty-five) percent of total mobilization advance will be

paid after the setting up of site office and site laboratory, complete mobilization of

plant and machinery, scaffolding & shuttering materials etc. 3rd and the balance

25 (twenty-five) percent of total mobilization advance shall be paid on completion

of 10% of work in terms of cost and after the contractor has fully mobilized the




work at site.

50. The amount of mobilization advance, if paid to the bidder, shall be recovered from each

Running Account Bill payable to the contractor for this work so that the entire amount

is recovered before completion of 60% of the Contract value. In case of any difficulty

in recovering the advance, it shall be recovered from the Bank guarantees given by the

contractor. The Contractor may, at his option, repay the advance earlier by increasing

the percentage rate of deductions indicated above.

51. Deleted.

52. Escalation: No claim on account of any escalation on whatsoever ground shall be

entertained at any stage of works. All rates as per Cost Estimate shall be firm and fixed

for entire contract period as well as extended period for completion of the works. No

escalation shall be applicable on this contract.

53. The Bidder must extensively coordinate with SSCL and its Technical Consultant (PMC)

during all stage of the project. The successful bidder shall obtain written approvals from

SSCL at all stages, before commencing work on any particular stage of work. During

the construction phase, after completion of any particular stage/phase of works and

before commencing work on the next stage/phase of work, the successful bidder shall

obtain written approval on the completed works/phase from SSCL, before commencing

work on the next stage/phase of works.

54. Bidder shall not commence any work under the scope of works under this bid/contract

before obtaining the said written approval from the Authority. The SSCL has full power

to require the removal from the premises of all materials which, in his opinion, are not

in accordance with the specification and in case of default, the Engineer-in- charge is

to be at liberty to employ other persons to remove the same without being answerable

or accountable for any loss or damage that may happen or arise to such materials.

55. The Engineer-in-charge is also to have full power to substitute other improper materials

to be substituted and in case of default, the Engineer-in-charge may cause the same

to be supplied and all costs which may arise due to such removal and substitution are

to be borne by the Bidder (s).

56. The SSCL reserves the power to send workmen upon the premises to execute fittings

and other works not included in the Contract for whose operation Bidder (s) is/are to

afford every reasonable facility during ordinary working hours, provided that such

operation shall be carried on in such manner as not to impede the progress of the work

included in the contract but the Bidder(s) is/are not to be held responsible for any

damage which may happen to or be occasioned by any such fittings or other works.

57. Defect Liability Period (DLP): DLP is for 24 (Twenty Four) months period from the

date of acceptance of the project. If any manufacturing defects / Poor workmanship are

found during the Defect Liability Period (DLP), then the contractor shall be liable for

repair/ replacement of the same at his own cost. The Bidder shall carryout all necessary

rectifications of defects noticed, caused due to any reasons at his own cost within such

reasonable period as mentioned in such communication notice from the Engineer-in-

Charge, SSCL to him.




58. Failure of Bidder to rectify the defects properly in the given period shall be open for the

Engineer- In-Charge, SSCL to get the defect(s) rectified either departmentally or

through other agency (Without calling any tender / Quotation) and recover the actual

cost plus 15 % (Fifteen per cent) of such cost from the Bidder from any sum, in any

form available with the department.

59. The Bidder shall be liable for replacement of defective work up to the time of completion

of DLP in accordance with the conditions of contract of all work to be done under the

contract. The Bidder shall furnish promptly without additional charge all facilities, labour

and material necessary for the safe and convenient inspection and tests that may be

required by the Engineer-in-Charge. All inspections and tests by the departments shall

be performed in such a manner as to not unnecessarily delay the work. Special full size

and performance test shall be charged with any additional cost of inspection when

materials and workmanship are not kept ready by the Bidder at the time of inspection.

60. Liquidated damages - For Delay in completion of work by the Bidder, the Engineer-In-

Charge have full power to recover penalty in following manners: -

For Delay Period the Penalty will be calculated @ 0.05% Per Day of delay beyond the

Contract Period. Total Penalty limited to maximum to 5% of Contract Value.

61. Death or permanent invalidity of Bidder: - if the Bidder is an individual or a proprietary

concern or a partnership concern, dies during the currency of the contract or becomes

permanently incapacitated, and where the surviving partners are only minors, the

contract shall be closed without levying any damages/ compensation as provided in

the contract agreement. However, if competent authority is satisfied about the

competence of the surviving Partner[s], then the competent authority Engineer - in -

charge shall enter into a fresh agreement for the remaining work strictly on the same

terms and condition under which the contract was awarded.

62. Project Management Consultancy’s (PMC) role in the implementation of the contract.

As per the terms of reference of consultancy contract entered between PMC and

SSCL, PMC shall be representing as employer’s authorized representative of SSCL

(“employer”/ “owner”/” authority”) and shall carryout the works in providing

implementation assistance and quality control services, which includes: Preparation of

Implementation Plan with roles and responsibilities of each of the stake holders. Acting

as an early warning system for the ULB/SPV/SLNA. Contract management, progress

monitoring & reporting, Scrutinize and supervise the Contractor’s detailed work

program and guide the contractor in preparation supervision schedule & work plan for

each sub-project. Scrutinize and supervise construction method proposed by contract

including environmental safety, personnel & public issues. Assess the adequacy of the

contractors input in material, labor and construction methodology and provide

advisories when required. Monitor the implementation of environmental standards and

safeguards and resettlement plans, if any. Establish and monitor Quality assurance

implementation ∕system including verification of source of material and certification.

Assist SSCL for day to day construction supervision, contract administration, recording

measurements, quality control, processing & certifying bills for payment release etc.




Assistance for resolution of all contractual issues including examining the contractors

claims for variations/extensions or additional compensations etc. and prepare

recommendations for approval by the Employer. Assist third party inspections, if

necessary, as decided by the Employer. Proof checking & issuance for execution of

contractor’s design and drawing for lump sum turnkey contracts. Review and finalize

the “as built” drawings submitted by Contractor. Assist the Employer in issue of

completion certificates Prepare monthly project progress reports describing the

physical and financial progress of each subprojects, highlighting impediments to the

quality and progress of the works and remedial accounts.

63. Insurance Requirements: Insurances to Be Taken Out by The Contractor in

accordance with the provisions of GCC Clause 34, the Contractor shall at its expense

take out and maintain in effect, or cause to be taken out and maintained in effect, during

the performance of the Contract, the insurances set forth below in the sums and with

the deductibles and other conditions specified. The identity of the insurers and the form

of the policies shall be subject to the approval of the Employer, such approval not to

be unreasonably withheld.

64. Cargo Insurance: Covering loss or damage occurring, while in transit from the

supplier’s or manufacturer’s works or stores until arrival at the Site, to the Facilities

(including spare parts therefore) and to the construction equipment to be provided by

the Contractor or its Subcontractors.

65. Installation All Risks Insurance: Covering physical loss or damage to the Facilities at

the Site, occurring prior to completion of the Facilities, with an extended maintenance

coverage for the Contractor’s liability in respect of any loss or damage occurring during

the defect liability period while the Contractor is on the Site for the purpose of

performing its obligations during the defect liability period.

66. Third Party Liability Insurance: Covering bodily injury or death suffered by third parties

(including the Employer’s personnel) and loss of or damage to property (including the

Employer’s property and any parts of the Facilities that have been accepted by the

Employer) occurring in connection with the supply and installation of the Facilities.

67. Automobile Liability Insurance: Covering use of all vehicles used by the Contractor or

its Subcontractors (whether or not owned by them) in connection with the supply and

installation of the Facilities. Comprehensive insurance in accordance with statutory

requirements.

68. Workers’ Compensation: In accordance with the statutory requirements applicable as

per the Madhya Pradesh Government compensation policy.

69. The Employer shall be named as co-insured under all insurance policies taken out by

the Contractor pursuant to GCC Sub-Clause 34.1, except for the Third Party Liability,

Workers’ Compensation and Employer’s Liability Insurances, and the Contractor’s

Subcontractors shall be named as co-insureds under all insurance policies taken out

by the Contractor pursuant to GCC Sub-Clause 34.1, except for the Cargo, Workers’

Compensation and Employer’s Liability Insurances. All insurer’s rights of subrogation

against such co-insureds for losses or claims arising out of the performance of the

Contract shall be waived under such policies.




70. Site Order Book: A site order book shall be kept at the Employer's office on the site of

the work. As far as possible all orders regarding the works are to be entered in this

book. All entries therein shall be signed by the Engineer on his representative and the

contractor or his authorized representative. In important cases the Engineer will

countersign the entries which have been made. The site order book shall not be

removed from the work site except with written permission of the Engineer and the

Contractor or his representative shall be bound to take note of all instructions and

directions meant for the Contractor as entered in the site order book without having to

be called on separately to note them. The Engineer shall submit periodically copies of

the remarks in the site order book to the Employer for record and to the contractor for

submitting compliance report.

71. Design and Drawings: shall carryout detail survey and investigations (including soil

test) as may be required for preparation of detail designs and drawings. The detailed

design and drawing shall be prepared by Contractor and submitted to Government

Engineering College for examination through CEO (SSCL) and the observations made

by the examining institute shall be duly incorporated by Contractor without any claims

what so ever in this regard. Thereafter the drawing duly vetted by engineering college

shall be submitted to CEO/Engineer in Charge for final approvals.

72. The approved drawings shall remain in the sole custody of the Engineer. The

Contractor shall obtain and make at his own expense any further copies required by

him. At the completion of the contract the Contractor shall return to the Engineer all

Drawings provided under the Contract. One copy of the Drawings furnished to the

Contractor as aforesaid, shall be kept by the Contractor on the site and the same shall

at all reasonable times be available for inspection and use by the Engineer and the

Engineer's Representative and by any other person authorized by the Engineer in

writing.

73. The project is Redevelopment, Design, Construction of Govt. complex including all type

of Construction Work, and Interior work with necessary plumbing , electrical and fire

safety works under Sagar Smart City Limited. The Redevelopment project is not

envisaging any Operation & Maintenance activities, but Defect Liability Period is there

for 24 months. However, after installation, Commissioning of the Systems where ever

required are to be completed as per the standard Industry Practice, complete project

will be handed over to the SSCL or to their designated Authorities for further operation

& Maintenance as required.

74. Model Rules Relating to Labour, Water Supply and Sanitation in Labour Camps: Note:

These model rules are intended primarily for labour camps which are not of a

permanent nature. They lay down the minimum desirable standard which should be

adhered to Standards in Permanent or semi-permanent labour camps should not

obviously be lower than those for temporary camps.

a) Location: The camp should be located in elevated and well drained ground in the

locality.

b) Labour: Huts are to be constructed for one family of 05 persons each. The layout

is to be shown in the prescribed sketch.




c) Hut line: The huts to be built of local materials. Each hut should provide at least

20 Sqm. of living space.

d) Sanitary facilities: There shall be provision of latrines and urinals at least 15 M

away from the nearest quarter separately, for men and women specially so

marked.

e) Latrines: Pit provided at the rate of 10 users or three families per set. Separate

Urinals as required as the privy can also be used for this purpose.

f) Drinking water: Adequate arrangement shall be made for the supply of drinking

water. If practicable, filtered and chlorinated supply shall be arranged. Where

supply is from intermittent sources, an overhead covered storage tank shall be

provided with a capacity of five liters per person per day. Where the supply is to

be made from a well it shall confirm to the sanitary standards laid down in the

report of the Rural Sanitation Committee. The well should be at least 30 meters

away from any latrine or other sources of pollution. If possible a hand pump

should be installed for drawing the water from well. The well should be effectively

disinfected once every month and quality of water should be got tested at Public

Health institution between each work of disinfection. Washing and bathing should

be strictly prohibited at places where water supply is from a river. The daily

supply must be disinfected. In the storage reservoir and given at least 3 minutes’

contact with the disinfectant before it is drawn for use.

g) Bathing and Washing: Separate bathing and washing place shall be provided for

men and women for every 25 persons in the camp. There shall be a gap and

space of 2 Sqm. for washing and bathing. Proper drainage for waste water

should be provided.

h) Waste disposal: Dustbins shall be provided at suitably place in camp and the

residents shall be directed to throw all rubbish into these dustbins. The dustbins

shall be provided with covers. The contents shall be removed every day and

disposed of by trenching or through Municipal solid waste disposal system, if the

same exists.

i) Medical facilities.

j) Every camp where 1000 or more persons reside shall be provided with full time

doctor and dispensary. If there are women in the camp a full time nurse shall be

employed.

k) Every camp where less than 1000 but more than 250 persons reside shall be

provided with dispensary and a part time nurse/midwife shall also be employed.

l) If there are less than 250 persons in any camp a first aid kit shall be maintained

by the in- charge of the whole time persons. All medical facilities mentioned

above shall be for all residents in the camp, including a dependent of the workers,

if any, free of cost. Sanitary Staff: For each labour camp there should be qualified

sanitary Inspector & Sweepers should be provided in the following scale:

m) For Camps with strength over 200 One Sweeper for every 75 persons but not

exceeding 500 persons above the first 200 for which three sweepers should be




provided.

n) For camps with strength over 500 One sweeper for every 100 persons above the

first 500 for which six Sweepers should be provided.

75. Bidder’s Labour Regulations

The Bidder shall pay not less than fair wage to Laborer’s engaged by him in the work.

Explanation:

78.1 “Fair Wages” means wages whether for time or piece work as notified at the time of inviting tenders for the works and where such wages have not been so notified the wages prescribed by the Labour Department for the division in which the work is done.

78.2 The Bidder shall, notwithstanding the provisions of any contract to the contrary, cause to be paid a fair wage to laborer’s indirectly engaged on the work including any labour engaged by his sub-Bidders in connection with the said work as if laborer’s had been immediately employed by him.

78.3 In respect of all labour directly or indirectly employed on the works on the performance of his contract, the Bidder shall comply with their cause to be complied with the labour act in force.

78.4 The Chief Executive Officer shall have the right to reduce from the money due to the Bidder any sum required or estimated to be required for making good the loss suffered by a worker or workers by reason of non-fulfilment of the conditions of the contract for the benefit of the workers, non-payment of wages or the deductions made from his or their wages, which are not justified by the terms of the contract or non-observance of regulations.

78.5 The Bidder shall be primarily liable for all payments to be made under and for the observance of the regulations aforesaid without prejudice to his right to claim indemnity from his sub-Bidders.

78.6 The regulations aforesaid shall be deemed to be a part of this contract and any breach thereof shall be deemed to be breach of this contract.

78.7 The Bidder shall obtain a valid license under the contract (Regulations and Abolition) Act in force and rules made there under by the competent authority from time to time before commencement of work and continue to have a valid license until the completion of the work. Any failure to fulfil this requirement shall attract the penal provisions of this contract arising out of the resulted non-execution of the work assigned to the Bidder.

76. Labour Safety, Health and Regulations Including Forms

79.1 Suitable scaffolds should be provided for workmen for all works that cannot safely

be done from the ground, or from solid construction except such short period work

as can be done safely from ladders. When a ladder is used an extra mazdoor

shall be engaged for holding the ladder and if the ladder is used for carrying

materials as well, suitable footholds and hand holds shall be provided on the

ladder and the ladder shall be given an inclination not steeper than ¼ to 1 (1/4

horizontal and 1 vertical).

79.2 Scaffolding or staging more than 3.6m (12 feet) above the ground or floor, swung




or suspended from an overhead support or erected with stationery support shall

have a guard rail properly attached or bolted, braced and otherwise secured at

least 90 cm. (3 feet) high above the floor or platform of such scaffolding or staging

and extending along the entire length of the outside and ends thereof with only

such opening as may be necessary for the delivery of materials. Such scaffolding

or staging shall be so fastened as to prevent it from swaying from the building or

structure.

79.3 Working platforms, gangways, and stairways should be so constructed that they

should not sag unduly or unequally, and if the height of the platform or the

gangway or the stairway is more than 3.6m (12 feet) above ground level or floor

level, they should be closely boarded, should have adequate width & should be

suitable fastened as described in (2.0) above.

79.4 Every opening in the floor of a building or in a working platform shall be provided

with suitable means to prevent the fall of persons or materials by providing

suitable fencing or railing whose minimum height shall be 90 cm (3 feet).

79.5 Safe means of access shall be provided to all working platforms and other working

places. Every ladder shall be securely fixed. No portable single ladder shall be

over 9m. (30 feet) in length while the width between side rails in rung ladder shall

in no case be less than 29 cm. (11.5”) for ladder up to and including 3m (10 feet)

in length. For longer ladders this width should be increased at least 1/4" for each

additional 30 cm (1 ft.) Of length. Uniform step spacing shall not exceed 30 cm

(12"). Adequate precautions shall be taken to prevent danger from electrical

equipment. No materials on any of the sites of the work shall be so stacked or

placed as to cause danger or inconvenience to any person or the public. The

contractor shall provide all necessary fencing and lights to protect the public from

accident, and shall be bound to bear the expenses of defense of every suit, action

or other proceeding at law that may be brought by any person for injury sustained

owing to neglect of the above precautions and to pay any damages and cost

which may be awarded in any such suit, action or proceedings to any such person

or which may, with the consent of the contractor, be paid to compensate any claim

by any such person.

77. Excavation and Trenching

80.1 All trenches, 1.2mts. (four feet) or more in depth, shall at all times be supplied

with at least one ladder for each 30m. (100 feet) in length or fraction thereof,

ladder shall be extended from bottom of the trench to at least 90cm (3feet) above

the surface of the ground. The side of the trenches, which are 1.5 m. (5feet) or

more in depth shall be stepped back to give suitable slope or securely held by

timber bracing, so as to avoid the danger or sides to collapsing. The excavated

materials shall not be placed within 1.5m (5 feet) of the edges of the trench or half

of the depth of the trench whichever is more.

80.2 Cutting shall be done from top to bottom. Under no circumstances undermining

or undercutting shall be done.




80.3 Demolition - before any demolition work is commenced and also during the

progress of the work following precautions shall be observed:

80.4 All roads and open areas adjacent to the work site shall either be closed or

suitably protected.

80.5 No electric cable or apparatus which is likely to be a source of danger or a cable

or apparatus used by the operator shall remain electrically charged.

80.6 All practical steps shall be taken to prevent danger to persons employed from risk

or fire or explosion or flooding. No floor, roof or other part of the building shall be

overloaded with debris or materials as to render it unsafe.

80.7 All necessary personal safety equipment’s as considered adequate by the

engineer-in- charge should be kept available for the use of persons employed on

the site and maintained in a condition suitable for immediate use, and the

contractor should take adequate step to ensure proper use of equipment by those

concerned. The following safety equipment shall be invariably provided.

80.8 Workers employed on mixing asphaltic materials, cement and lime mortars shall

be provided with protective footwear and protective goggles.

80.9 Those engaged in white washing and mixing or stacking of cement bags or any

materials which are injurious to the eye shall be provided with protective goggles.

80.10 Those engaged in welding works shall be provided with welder’s protective eye

shields.

80.11 Stone breakers shall be provided with protective goggles and protective clothing

and seated at sufficiently safe interval.

80.12 When workers are employed for works in sewers and manholes, which are in

active use, the contractors shall ensure that the manhole covers are opened and

ventilated at-least for an hour before the workers are allowed to get into the

manholes, and the manholes so opened shall be cordoned off with suitable railing

and provided with warning signals or boards to prevent accident the public. In

addition, the contractor shall ensure that the following safety measures are

adhered to:

80.13 Entry for workers into the sewer line shall not be allowed except under supervision

of the je or any other higher officer.

80.14 At least 5 to 6 manholes upstream and downstream should be kept open for at

least 2 to 3 hours before any man is allowed to enter into the manholes for working

inside.

80.15 Before entry, presence of toxic gases should be tested by inserting wet lead

acetate paper which changes color in the presence of such gases and gives

indication of their presence. Presence of oxygen should be verified by lowering a

detector lamp into the manhole. In case, no oxygen is found inside the sewer line,

workers should be sent only with oxygen kit.

80.16 Safety belt with rope should be provided to the workers. While working inside the

manholes such rope should be handled by two men standing outside to enable




him to be pulled out during emergency.

80.17 The area should be barricaded or cordoned off by suitable means to avoid

mishaps of any kind. Proper warning signs should be displayed for the safety of

the public whenever cleaning works are undertaken during night or day.

80.18 No smoking or open flames shall be allowed near the blocked manhole being

cleaned.

80.19 The malba obtained on account of cleaning of blocked manholes and sewer lines

should be immediately removed to avoid accidents on account of slippery nature

of the malba.

80.20 Workers should not be allowed to work inside the manhole continuously. He

should be given rest intermittently. The engineer-in-charge may decide the time

up to which a worker may be allowed to work continuously inside the manhole.

80.21 Gas masks with oxygen cylinder should be kept at site for use in emergency.

80.22 Air-blowers should be used for flow of fresh air through the manholes. Whenever

called for, portable air- blowers are recommended for ventilating the manholes.

The motors for these shall be vapour proof and of totally enclosed type. Non

sparking gas engines also could be used but they should be placed at-least 2

metres away from the opening and on the leeward side protected from wind so

that they will not be a source of friction on any inflammable gas that might be

present.

80.23 The workers engaged for cleaning the manholes / sewers should be properly

trained before allowing to work in the manhole.

80.24 The workers shall be provided with gumboots or non-sparking shoes, bump

helmets and gloves non sparking tools, safety lights and gas masks and portable

air blowers (when necessary). They must be supplied with barrier cream for

anointing the limbs before working inside the sewer lines.

80.25 Workmen descending a manhole shall try each ladder step or rung carefully

before putting his full weight on it to guard against insecure fastening due to

corrosion of the rung fixed to manhole well.

80.26 If a man has received a physical injury, he should be brought out of the sewer

immediately and adequate medical aid should be provided to him.

80.27 The extent to which these precautions are to be taken depend on individual

situation but the decision of the engineer-in-charge regarding the steps to be

taken in this regard in an individual case will be final.

80.28 The contractor shall not employ men and women below the age of 18 years on

the work of painting with products containing lead in any form wherever men

above the age of 18 are employed on the work of lead painting the following

precautions should be taken.

80.29 No paint containing lead or lead products shall be used except in the form of paste

or readymade paint. Suitable face masks should be supplied for use by the

workers when paint is applied in the form of spray or a surface having lead paint




is dry rubbed and scrapped.

80.30 Overalls shall be supplied by the Contractor to the workmen and adequate

facilities shall be provided to enable the working painters to wash during the

cessation of work. White lead, sulphate or lead work products containing those

pigments shall not be used in painting operation except in the form of paste or of

paints ready for use. Measures shall be taken whenever required in order to

prevent danger arising from the application of paint in the form of spray.

80.31 Measures shall be taken, whenever practicable to prevent danger arising out of

dust caused by dry rubbing down and scrapping.

80.32 Adequate facilities shall be provided to enable working painter to wash during and

on cessation of work. Suitable arrangements shall be made to prevent clothing

put off during working hours being spoiled by painting materials.

80.33 Cases of lead poisoning and of suspected lead poisoning shall be notified and

shall be subsequently verified by a medical man appointed by the competent

authorities of SSCL.

80.34 The SSCL may require when necessary a medical examination of workers.

80.35 Instructions with regard to the special hygienic precautions to be taken in the

painting trade shall be distributed to working painters.

80.36 When the work is done near any place where there is risk of drowning, all

necessary equipment’s should be provided and kept ready for use and all

necessary steps taken for prompt rescue of any person in danger and adequate

provisions should be made for prompt first aid treatment for all injuries likely to be

sustained during the course of the work.

80.37 Use of hoisting machines and tackle including their attachment encourage and

supports shall conform to the following standard of conditions.

80.38 These shall be of good mechanical construction, sound material and adequate

strength and free from patent, defects and shall be kept in good working order.

Every rope used in hoisting or lowering materials or as a means of suspension

shall be of durable quality and adequate strength, and free from patent defects.

80.39 Every crane driver or hoisting appliance operator shall be properly qualified and

no person under the age of 21 years should be in-charge of any hoisting machine

including any scaffolding, winch or giving signals to operator. In case of every

hoisting machine and of every chain ring hook, shackle swivel and pulley block

used in hoisting or as means of suspension the safe working load shall be

ascertained by adequate means. Every hoisting machine and all gear referred to

above shall be plainly marked with the safe working load. In case of a hoisting

machine having a variable safe working load, each safe working load and the

conditions under which it is applicable shall be clearly indicated. No part of any

machine or any gear referred to above in this clause shall be loaded beyond the

safe working load except for the purpose of testing. In case of SSCL machines,

the safe working load shall be notified by the engineer-in-charge. As regards

contractor’s machines the contractor shall notify the safe working load of the




machine to the engineer-in-charge whenever he brings any machinery to site of

work and get verified by the engineer- in-charge. Motors gearing, transmission

electric wiring and other dangerous parts of hoisting appliances should be

provided with efficient safeguard. Hoisting appliances should be provided with

such means as will reduce to the minimum the risk of accidental descent of the

load. Adequate precautions should be taken to reduce the minimum the risk of

any part of a suspended load becoming accidentally displaced. When workers are

employed on electrical installations, which are already energized, insulating mats,

wearing apparel, such as gloves sleeves and boots as may be necessary be

provided. The worker should not wear any rings, watches and carry keys or other

materials, which are good conductors of electricity.

80.40 All scaffold, ladders, and other safety devices mentioned or described herein shall

be maintained in safe condition and no scaffold ladder or equipment shall be

altered or removed while it is in use. Adequate washing facilities should be

provided at or near places of work.

80.41 These safety provisions should be brought to the notice of all concerned by

display on a notice board at a prominent place of work spot. The person

responsible for compliance of the safety codes shall be named therein by the

contractor.

80.42 To ensure effective enforcement of the rules and regulations relating to safety

precautions the arrangements made by the contractor shall be open to inspection

by SSCL official or their representatives.

80.43 Notwithstanding the above clauses from 80.1 to 80.14 there is nothing in these to

exempt the contractor from the operations of any other act or rule in force in the

republic of India.

78. Scaffolding

81.1 Suitable scaffold should be provided for workman for all works that cannot safely

be done from the grounds or from solid construction except such short period

work as can be done safely from ladder is used on extra labour shall be engaged

for holding the ladder for carrying materials as well suitable foot holes and hand

holds shall be provided on the ladder and the ladder shall be given an inclination

not steeper than ¼ to ¼ Horizontal and 1 vertical).

81.2 Scaffolding or staging more than 12 M above, the ground floor swung or

suspended from an overhead support or erected with stationer/support shall have

a guard rail property attached, bolted, braced or otherwise secured at least 1-

meter-high above the floor platforms of such scaffolding or staging and extending

along the entire length of the outside the ends thereof with only such opening as

may be necessary for the delivery of the materials. Such scaffolding or staging

shall be fastened as to prevent it from swaying from the building of structure.

81.3 Working platform gangways and stairway should be so constructed that they

should not away unduly or unequally and if the height of the platform of the

Gangway or the stairway is more than 3.54 meters above ground level and or




floor level they should be closely bearded, should have adequate width and

should be suitably fenced as described 81.2 above.

81.4 Working platform be provided with suitable means to prevent the falling of persons

or materials by providing suitable fencing or railing whose minimum height shall

be 1 meter.

81.5 Safe means of access shall be provided to all working platforms and other working

places. Every ladder shall be securely fixed. No portable ladder shall be over 9

meter in length while the width between side rails in ring ladder shall be in no case

be less than 0.3 meters from ladder up to and including 3-meter length. For longer

ladders this width should be increased at least 2 cm. For each additional meter of

length. Uniform step spacing shall not exceed 0.3 M adequate precaution shall be

taken to prevent danger form electrical equipment. No material on any of the work

site shall be so stacked or placed as to cause danger or inconvenience to any

person or the public. The Bidder shall also provide all necessary fencing and lights

to protect the public from accident and shall be bound to bear the expenses of

defense of every suit action or other precautions of law that may be brought by any

person for injury sustained owing to neglect of the above and to pay any damages

and costs which may be awarded in any such suit action or proceeding to any such

person or which may with consent of the Bidder be paid to compromise by any

such person.

79. Environment, Health & Safety Policy

82.1 Scope: This specification established the environment, health and safety (EHS)

management requirement to be complied with by the contractors during

construction. Requirements stipulated in this specification shall supplement the

requirements of EHS management given in relevant act (s) / legislations. General

conditions of contract (GCC), special conditions of contract (SCC) and job

specifications. Where different documents stipulate different requirements, the

most stringent shall be adopted.

82.2 References:

This document should be read in conjunction with following:

a) General Conditions of Contract (GCC)

b) Special Conditions of Contract (SCC)

c) Job specifications

82.3 Requirements of Environment, Health & Safety (EHS)Management System to

be Complied by Bidder

82.3.1 Management responsibility

a) The Contractor should have a documented EHS policy to cover

commitment of their organization to ensure health, safety and environment

aspects in their line of operations.




b) The EHS management system of the Contractor shall cover the EHS

requirements including but not limited to what is specified under Para 1.0

and para 2.0 above.

c) Contractor shall be fully responsible for planning and implementing EHS

requirements. Contractor as a minimum requirement shall designate /

deploy the following to co-ordinate the above as per No. of workers

deployed.

d) Up to 250 - Designate one safety supervisor

e) Above 250 & up to 500 - Deploy one qualified and experienced safety

Engineer

f) Above 500-One additional safety (for every 500 or less) engineer/officer as

above.

g) Contractor shall indemnify & hold harmless Owner / SSCL& either

representatives free from any and all liabilities arising out of non –

fulfillments of EHS requirements.

h) The Contractor shall ensure that the Environment, Health & Safety

(EHS) requirements are clearly understood & faithfully implemented at all

levels at site.

i) The Contractor shall promote and develop consciousness for Safety, Health

and Environment among all personnel working for the Contractor. Regular

awareness, program site meetings shall be arranged on EHS activities to

cover hazards involved in various operations during construction.

j) Arrange suitable first aid measures such as First Aid Box, trained personnel

to give First Aid, stand by Ambulance or Vehicle and install fire protection

measures such as: adequate number of steel buckets with sand and

adequate fire extinguishers to the satisfaction of SSCL/Owner.

k) The Contractor shall evolve a comprehensive planned and documented

system for implementation and monitoring of the EHS requirements. This

shall be submitted to SSCL/Owner for approval. The monitoring for

implementation shall be done by regular inspections and compliance to the

observations thereof. The Contractor shall get similar EHS requirements

implemented at his sub-contractor(s) work site/office.

However, compliance of EHS requirements shall be the sole responsibility

of the Contractor. Any review / approval by SSCL/Owner shall not absolve

contractor of his responsibility / liability in relation to all HSE

requirements.

l) Non-Conformance on EHS by Contractor (including his Sub-contractors) as

brought out during review/audit by SSCL/Owner representatives shall be

resolved forthwith by Contractor.

m) Compliance report shall be provided to SSCL/Owner.

n) The Contractor shall ensure participation of his Resident Engineer / Site-in-




Charge in the Safety Committee / EHS Committees meetings arranged by

SSCL/Owner. The compliance of any observations shall be arranged

urgently. He shall assist SSCL/Owner to achieve the targets set by them on

EHS during the project implementation.

o) The Contractor shall adhere consistently to all provisions of EHS

requirements. In case of non-compliance or continuous failure in

implementation of any of EHS provisions; SSCL/Owner may impose

stoppage of work without any Cost & Time implication to Owner and/or

impose a suitable penalty for non-compliance with a notice of suitable

period, up to a cumulative limit of 1.0% (one percent) of Contract Value with

a maximum limit of Rs. 10 lakhs. This penalty shall be in addition to all other

penalties specified elsewhere in the contract. The decision of imposing

stoppage work, its extent & monitory penalty shall rest with SSCL/Owner &

binding on the Contractor.

p) All fatal accidents and other personnel accidents shall be investigated by a

team of Contractor’s senior personnel for root cause & recommend

Corrective and preventive actions. Findings shall be documented and

suitable actions taken to avoid recurrences shall be communicated to

SSCL/Owner.

q) m. Owner / SSCL shall have the liberty to independently investigate such

occurrences and Contractor shall extend all necessary help and co-

operation in this regard.

82.3.2 Housekeeping

a) Contractor shall ensure that a high degree of housekeeping is maintained

and shall ensure inter alia the followings wherever applicable:

b) All surplus earth and debris are removed/disposed of from the working

areas to identified location(s).

c) Unused/surplus cables, steel items and steel scrap lying scattered at

different places within the working areas are removed to identified

location(s).

d) All wooden scrap, empty wooden cable drums and other combustible

packing materials, shall be removed from work place to identified

location(s).

e) Roads shall be kept clear and materials like: pipes, steel, sand boulders,

concrete, chips and bricks etc. Shall not be allowed on the roads to obstruct

free movement of men & machineries.

f) Fabricated steel structural, pipes & piping materials shall be stacked

properly for erection.

g) Water logging on roads shall not be allowed.

h) No parking of trucks / trolleys, cranes and trailers etc. Shall be allowed on

roads which may obstruct the traffic movement.




i) Utmost care shall be taken to ensure over all cleanliness and proper upkeep

of the working areas.

j) Trucks carrying sand, earth and pulverized materials etc. Shall be covered

while moving within the premises.

k) Only properly designed steel scaffolding materials to be used for working at

heights more than 3.0m. Double scaffolding using wooden ballis may be

allowed for working at height less than 3.0m

82.3.3 Environment, Health and Safety

a) The Contractor shall provide safe means of access to any working place

including provisions of suitable and sufficient scaffolding at various stages

during all operations of the work for the safety of his workmen, and,

SSCL/Owner. Contractor shall ensure deployment of appropriate

equipment and appliances for adequate safety and health of the workmen

and protection of surrounding areas.

b) The Contractor shall ensure that all their staff and workers including their

subcontractor(s) shall wear Safety Helmet and Safety shoes. Contractor

shall also ensure use of safety belt, protective goggles, gloves etc. by the

personnel as per job requirements. All these gadgets shall conform to

relevant IS specifications or equivalent.

c) Contractor shall ensure that a proper Safety Net System shall be used at

appropriate locations. The safety net shall be located not more than 30 feet

(9.0 metres) below the working surface at site to arrest or to reduce the

consequences of a possible fall of persons working at different heights.

d) Contractor shall ensure that flash back arrester shall be used while using

e) Gas Cylinders at site. Cylinders shall be mounted on trolleys.

f) The Contractor shall assign to his workmen, tasks commensurate with their

qualification, experience and state of health for driving of vehicles,

handling and erection of materials and equipment’s. All lifting equipment’s

shall be tested certified for its capacity before use. Adequate and suitable

lighting at every work place and approach there to, shall be provided by the

Contractor before starting the actual operations at night.

g) Hazardous and/or toxic materials such as solvent coating, or thinners shall

be stored in appropriate containers.

h) All hazardous materials shall be labelled with the name of the materials, the

hazards associated with its use and necessary precautions to be taken.

i) Contractor shall ensure that during the performance of the work, all hazards

to be health of personnel, have been identified, assessed and eliminated.

j) Chemical spills shall be contained & cleaned up immediately to prevent

further contamination.




k) All personnel exposed to physical agents such as ionizing radiation,

ultraviolet rays or similar other physical agents shall be provided with

adequate shielding or protection commensurate with the type of exposure

involved.

l) Where contact or exposure of hazardous materials could exceed limits or

could otherwise have harmful effects, appropriate personal protective

equipment’s such as gloves, goggles, aprons, chemical resistant clothing

and respirator shall be used.

m) Crèche where 10 or more female workers are having children below the

age of 6years.

n) Reasonable Canteen facilities are made available at appropriate location

depending upon site conditions.

o) Suitable facilities for toilet, drinking water, proper lighting shall be provided

at site and labour camps, commensurate with applicable Laws / Legislation.

p) Contractor shall ensure storage and utilization methodology of materials

that are not detrimental to the environment. Where required Contractor shall

ensure that only the environment friendly materials are selected.

q) All persons deployed at site shall be knowledgeable of and comply with the

environmental laws, rules & regulations relating to the hazardous materials

substances and wastes. Contractor shall not dump, release or otherwise

discharge or dispose of any such materials without the express

authorization of SSCL/Owner.

82.3.4 Details of EHS management system by contractor on Award of Contract

The contractor shall prior to start of work submit his safety health and environment

manual or procedure and EHS plans for approval by SSCL/owner. The contractor

shall participate in the pre-start meeting with SSCL/owner to finalise EHS plans

including the following:

a) Job procedure to be followed by Contractor for activities covering. Handling

of equipment, Scaffolding, Electric Installation, describing the risks

involved, actions to be taken and methodology for monitoring each activity.

b) SSCL/Owner review / audit requirement.

c) Organization structure along with responsibility and authority records /

reports etc. on EHS activities.

82.3.5 Details of EHS management system by contractor during job execution

Implement approved environment, health & safety management procedure

including but not limited to as brought out under para 3.0. Contractor shall also

ensure to:

a) Arrange workmen compensation insurance, registration under ESI Act,

third party liability insurance etc., as applicable.




b) Arrange all HSE permits before start of activities (as applicable) like hot

work, confined space, work at heights, storage of chemical / explosive

materials and its use and implement all precautions mentioned therein.

c) Submit timely the completed checklist on EHS activities, Monthly EHS

report, accident reports, investigation reports etc. as per SSCL/Owner

requirements. Compliance of instructions on EHS shall be done by

Contractor and informed urgently to SSCL/Owner.

d) Ensure that Resident Engineer / Site-in-Charge of the Contractor shall

attend all the Safety Committee / EHS meetings arranged by SSCL/Owner.

Only in case of his absence from site that a second senior most person

shall be nominated by him in advance and communicated to SSCL/Owner.

e) Display at site office and work locations caution boards, list of hospitals,

emergency services available.

f) Provide posters, banners for safe working to promote safety

consciousness.

g) Carryout audits / inspection at sub-contractor works as per approved EHS

h) Document and submit the reports for SSCL/Owner review.

i) Assist in EHS audits by SSCL/Owner and submit compliance report.

j) Generate & submit HSE records / report as per EHS Plan

k) Appraise SSCL/Owner on EHS activity




Annexure 21 – GENERAL CONDITIONS OF CONTRACT

GENERAL CONDITIONS OF CONTRACT

1. Definitions

The following words and expressions shall have the meanings hereby assigned them: “Contract” means the Contract Agreement entered into between the Employer and the Contractor, together with the Contract Documents referred to therein; they shall constitute the Contract, and the term “the Contract” shall in all such documents be construed accordingly. “Contract Documents” means the documents listed in Article 2 (Contract Documents) of the Contract Agreement (including any amendments thereto). “GCC” means the General Conditions of Contract. “SCC” means the Special Conditions of Contract. “Day” means calendar day. “Year” means 365 days. “Month” means calendar month. “Party” means the Employer or the Contractor, as the context requires. “Employer” means the person named as such in the SCC and includes the legal successors or permitted assigns of the Employer. “Project Manager” means the person appointed by the Employer in the manner provided in GCC Sub-Clause 17.1 (Project Manager) hereof and named as such in the SCC to perform the duties delegated by the Employer. “Contractor” means the person(s) named as Contractor in the Contract Agreement, and includes the legal successors or permitted assigns of the Contractor. “Contractor’s Representative” means any person nominated by the Contractor and approved by the Employer in the manner provided in GCC Sub-Clause 17.2 (Contractor’s Representative and Construction Manager) hereof to perform the duties delegated by the Contractor. “Construction Manager” means the person appointed by the Contractor’s Representative in the manner provided in GCC Sub-Clause 17.2.4. “Sub-contractor,” including manufacturers, means any person to whom execution of any part of the Facilities, including preparation of any design or supply of any Plant, is sub-contracted directly or indirectly by the Contractor, and includes its legal successors or permitted assigns. “Dispute Board” (DB) means the person or persons named as such in the SCC appointed by agreement between the Employer and the Contractor to make a decision on or to settle any dispute or difference between the Employer and the Contractor referred to him or her by the parties pursuant to GCC Sub-Clause 44.9 (Organization of the Dispute Board) hereof. “Contract Price” means the sum specified in Article 3 (Contract Price) of the Contract Agreement, subject to such additions and adjustments thereto or deductions there from, as may be made pursuant to the Contract. “Facilities” means the Infrastructure required for the Dwelling Units and the associated utilities, Plant to be supplied and installed, as well as all the Installation Services to be carried out by the Contractor under the Contract. “Infrastructure for the Dwelling Units and the associated utilities Plant” means permanent Buildings, plant, equipment, machinery, apparatus, articles and things of all kinds to be provided and incorporated in the Facilities by the Contractor under the Contract (including the spare parts to be supplied by the Contractor under GCC Sub-Clause 7.3 hereof), but does not include Contractor’s Equipment. “Installation Services” means all those services ancillary to the supply of the Plant for the Facilities, to be provided by the Contractor under the Contract, such as transportation and provision of marine or other similar insurance, inspection, expediting, site preparation




works (including the provision and use of Contractor’s Equipment and the supply of all construction materials required), installation, testing, pre commissioning, commissioning, operations, maintenance, the provision of operations and maintenance manuals, training, etc. as the case may require. “Contractor’s Equipment” means all facilities, equipment, machinery, tools, apparatus, appliances or things of every kind required in or for installation, completion and maintenance of Facilities that are to be provided by the Contractor, but does not include Plant, or other things intended to form or forming part of the Facilities. “Country of Origin” means the countries and territories eligible under the rules of the Bank as further elaborated in the SCC. “Site” means the land and other places upon which the Facilities are to be installed, and such other land or places as may be specified in the Contract as forming part of the Site. The ‘site’ shall mean the land and/or other place on into or through which work is to be executed under the contract or any adjacent land, path or street which may be allotted or used for the purpose or carrying out the contract. “Effective Date” means the date of fulfillment of all conditions stated in the Special Conditions of Contract (SCC) (Effective Date), upon which the period until the Time for Completion shall be counted from. “Time for Completion” means the time within which Completion of the Facilities as a whole (or of a part of the Facilities where a separate Time for Completion of such part has been prescribed) is to be attained, as referred to in GCC Clause 8 and in accordance with the relevant provisions of the Contract. “Completion” means that the Facilities (or a specific part thereof where specific parts are specified in the Contract) have been completed operationally and structurally and put in a tight and clean condition, that all work in respect of Pre commissioning of the Facilities or such specific part thereof has been completed, and that the Facilities or specific part thereof are ready for Commissioning as provided in GCC Clause 24 (Completion) hereof. “Pre commissioning” means the testing, checking and other requirements specified in the Employer’s Requirements that are to be carried out by the Contractor in preparation for Commissioning as provided in GCC Clause 24 (Completion) hereof. “Commissioning” means operation of the Facilities or any part thereof by the Contractor following Completion, which operation is to be carried out by the Contractor as provided in GCC Sub-Clause 25.1 (Commissioning) hereof, for the purpose of carrying out Guarantee Test(s). “Guarantee Test(s)” means the test(s) specified in the Employer’s Requirements to be carried out to ascertain whether the Facilities or a specified part thereof is able to attain the Functional Guarantees specified in the Appendix (Functional Guarantees) to the SCC in accordance with the provisions of GCC Sub-Clause 25.2 (Guarantee Test) hereof. “Operational Acceptance” means the acceptance by the Employer of the Facilities (or any part of the Facilities where the Contract provides for acceptance of the Facilities in parts), which certifies the Contractor’s fulfillment of the Contract in respect of Functional Guarantees of the Facilities (or the relevant part thereof) in accordance with the provisions of GCC Clause 28 (Functional Guarantees) hereof and shall include deemed acceptance in accordance with GCC Clause 25 (Commissioning and Operational Acceptance) hereof. “Defect Liability Period” means the period of validity of the warranties given by the Contractor commencing at Completion of the Facilities or a part thereof, during which the Contractor is responsible for defects with respect to the Facilities (or the relevant part thereof) as provided in GCC Clause 27 (Defect Liability) hereof. “Construction Documents “: means all drawings, calculations, computer software (Programmes), samples, patterns, models, Operation and Maintenance Manuals and information of a similar nature, to be furnished by the Contractor but not limited to the same as mentioned above. "Design-Build" means all work to be performed by the Contractor under the Contract to




design, build, supply, installation, testing, commissioning and to complete the Works and obtain the Completion Certificate. "Contractor's Documents" means the calculations, computer programs and other software, drawings, manuals, models and other documents of a technical nature supplied by the Contractor under the Contract. "Employer's Requirements" means the document entitled Employer's Requirements, as

included in the Contract, and any additions and modifications made thereto in accordance

with the Contract. Such document specifies the purpose, scope, and/or design and/or other

technical criteria for the execution of the Works.

2. Contract Documents

2.1 Subject to Article 2 (Order of Priority) of the Contract Agreement, all documents forming part of the Contract (and all parts thereof) are intended to be correlative, complementary and mutually explanatory. The Contract shall be read as a whole.

3. Interpretation

3.1 In the Contract, except where the context requires otherwise:

a) words indicating one gender include all genders; b) words indicating the singular also include the plural and words indicating the plural

also include the singular; c) provisions including the word “agree”, “agreed” or “agreement” require the agreement

to be record in writing; d) the word “tender” is synonymous with “bid”, “Bidder” with “bidder” e) and “tender documents” with “bidding documents”; and f) “written” or “in writing” means hand-written, type-written, printed or electronically

made, and resulting in a permanent record. g) The marginal words and other headings shall not be taken into consideration in the

interpretation of these Conditions.

3.2 Incoterms

Unless inconsistent with any provision of the Contract, the meaning of any trade term and

the rights and obligations of parties thereunder shall be as prescribed by Incoterms.

Incoterms means international rules for interpreting trade terms published by the

International Chamber of Commerce (latest edition), 38 Cours Albert 1er, 75008 Paris,

France.

3.3 Entire Agreement

Subject to GCC Sub-Clause 16.4 hereof, the Contract constitutes the entire agreement

between the Employer and Contractor with respect to the subject matter of Contract and

supersedes all communications, negotiations and agreements (whether written or oral) of

parties with respect thereto made prior to the date of Contract.

3.4 Amendment

No amendment or other variation of the Contract shall be effective unless it is in writing, is

dated, expressly refers to the Contract, and is signed by a duly authorized representative




of each party hereto.

3.5 Independent Contractor

The Contractor shall be an independent contractor performing the Contract. The Contract

does not create any agency, partnership, joint venture or other joint relationship between

the parties hereto. Subject to the provisions of the Contract, the Contractor shall be solely

responsible for the manner in which the Contract is performed. All employees,

representatives or Subcontractors engaged by the Contractor in connection with the

performance of the Contract shall be under the complete control of the Contractor and shall

not be deemed to be employees of the Employer, and nothing contained in the Contract or

in any subcontract awarded by the Contractor shall be construed to create any contractual

relationship between any such employees, representatives or Subcontractors and the

Employer.

3.6 Non-Waiver

3.6.1 Subject to GCC Sub-Clause 3.7 below, no relaxation, forbearance, delay, or indulgence by either party in enforcing any of the terms and conditions of the Contract or the granting of time by either party to the other shall prejudice, affect or restrict the rights of that party under the Contract, nor shall any waiver by either party of any breach of Contract operate as waiver of any subsequent or continuing breach of Contract.

3.6.2 Any waiver of a party’s rights, powers or remedies under the Contract must be in writing, must be dated, and signed by an authorized representative of the party granting such waiver, and must specify the right and the extent to which it is being waived.

3.7 Severability

If any provision or condition of the Contract is prohibited or rendered invalid or unenforceable, such prohibition, invalidity, or unenforceability shall not affect the validity or enforceability of any other provisions and conditions of the Contract.

3.8 Country of Origin

“Origin” means the place where the plant and component parts thereof are mined, grown, produced or manufactured, and from which the services are provided. Plant components are produced when, through manufacturing, processing, or substantial or major assembling of components, a commercially recognized product results that is substantially in its basic characteristics or in purpose or utility from its components.

4. Communications

4.1 Wherever these Conditions provide for the giving or issuing of approvals, certificates, consents, determinations, notices, requests and discharges, these communications shall be:

a) in writing and delivered against receipt; and b) delivered, sent, or transmitted to the address for the recipient’s communications as

stated in the Contract Agreement.

4.2 When a certificate is issued to a Party, the certifier shall send a copy to the other Party. When a notice is issued to a Party, by the other Party or the Project Manager, a copy shall be sent to the Project Manager or the other Party, as the case may be.




5. Law and Language

5.1 The Contract shall be governed by and interpreted in accordance with laws of the country specified in the SCC.

5.2 The ruling language of the Contract shall be that stated in the SCC.

5.3 The language for communications shall be the ruling language unless otherwise stated in the SCC.

6. Corrupt Practices

6.1 It is the SSCL’s policy to require that Purchasers, as well as Bidders, Suppliers, and Contractors and their subcontractors under Government- financed contracts, observe the highest standard of ethics during the procurement and execution of such contracts. In pursuance of this policy, the Government, Defines, for the purpose of this provision, the terms set forth as follows:

6.2 “corrupt practice” is the offering, giving, receiving, or soliciting, directly or indirectly, of anything of value to influence improperly the actions of another party;

6.3 “fraudulent practice” is any act or omission, including a misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial or other benefit or to avoid an obligation;

6.4 “collusive practice” is an arrangement between two or more parties4 designed to achieve an improper purpose, including to influence improperly the actions of another party;

6.5 “coercive practice” is impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of the party to influence improperly the actions of a party;

6.6 “obstructive practice” is Deliberately destroying, falsifying, altering or concealing of evidence material to the investigation or making false statements to investigators in order to materially impede a Government investigation into allegations of a corrupt, fraudulent, coercive or collusive practice; and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation; or Acts intended to materially impede the exercise of the Government’s inspection and audit rights provided for under sub-clause 6.10 below.

6.7 Will reject a proposal for award if it determines that the Bidder recommended for award has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or obstructive practices in competing for the contract in question;

6.8 Will sanction and prosecute any procurement official if it is found at any time that representative of the procuring entity engaged in corrupt, fraudulent, collusive, coercive or obstructive practices during the procurement or the execution of the contract, without the procuring entity having taken timely and appropriate action satisfactory to the Government to address such practices when they occur;

6.9 Will sanction a firm or individual, including declaring ineligible, either indefinitely or for a stated period of time, to be awarded a SSCL financed contract if it at any time determines that the firm has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive or obstructive practices in competing for, or in executing, a SSCL financed contract; and

6.10 Will have the right to require that a provision be included in bidding documents and in contracts financed by the SSCL, requiring Bidders, suppliers, and contractors and their sub-contractors to permit the SSCL to inspect their accounts and records and other




documents relating to the Bid submission and contract performance and to have them audited by auditors appointed by the SSCL.

SUBJECT MATTER OF CONTRACT

7. Scope of Facilities

7.1 Unless otherwise expressly limited in the Employer’s Requirements, the Contractor’s obligations cover the provision of all Facilities, Plant and the performance of all Installation Services required for the design, the manufacture (including procurement, quality assurance, construction, installation, associated civil works, Pre commissioning and delivery) of the Plant and the installation, completion and commissioning of the Facilities in accordance with the plans, procedures, specifications, drawings, codes and any other documents as specified in the Section, Employer’s Requirements. Such specifications include, but are not limited to, the provision of supervision and engineering services; the supply of labor, materials, equipment, spare parts (as specified in GCC Sub-Clause 7.3 below) and accessories; Contractor’s Equipment; construction utilities and supplies; temporary materials, structures and facilities; transportation (including, without limitation, unloading and hauling to, from and at the Site); and storage, except for those supplies, works and services that will be provided or performed by the Employer, as set forth in the Volume 2 (Technical Specifications ) to the Contract Agreement.

7.2 The Contractor shall, unless specifically excluded in the Contract, perform all such work and/or supply all such items and materials not specifically mentioned in the Contract but that can be reasonably inferred from the Contract as being required for attaining Completion of the Facilities as if such work and/or items and materials were expressly mentioned in the Contract.

7.3 In addition to the supply of Mandatory Spare Parts included in the Contract, the Contractor agrees to supply spare parts required for the operation and maintenance of the Facilities for the period specified in the SCC and the provisions, if any, specified in the SCC. However, the identity, specifications, and quantities of such spare parts and the terms and conditions relating to the supply thereof are to be agreed between the Employer and the Contractor, and the price of such spare parts shall be that given in Price Schedule No. 6, which shall be added to the Contract Price. The price of such spare parts shall include the purchase price therefore and other costs and expenses (including the Contractor’s fees) relating to the supply of spare parts.

8. Time for Commencement and Completion

8.1 The Contractor shall commence work on the Facilities within the period specified in the SCC and without prejudice to GCC Sub-Clause 26.2 hereof, the Contractor shall thereafter proceed with the Facilities in accordance with the time schedule specified in the Contract Agreement.

8.2 The Contractor shall attain Completion of the Facilities or of a part where a separate time for Completion of such part is specified in the Contract, within the time stated in the SCC or within such extended time to which the Contractor shall be entitled under GCC Clause 40 hereof.

9. Contractor’s Responsibilities

9.1 The Contractor shall incidentally detail design, manufacture including associated purchases and/or subcontracting, install, and complete the Facilities in accordance with the Contract. When completed, the Facilities should be fit for the purposes for which they are intended as defined in the Contract.




9.2 The Contractor confirms that it has entered into this Contract on the basis of a proper examination of the data relating to the Facilities including any data as to boring tests provided by the Employer, and on the basis of information that the Contractor could have obtained from a visual inspection of the Site if access thereto was available and of other data readily available to it relating to the Facilities as of the date twenty-eight (28) days prior to bid submission. The Contractor acknowledges that any failure to acquaint itself with all such data and information shall not relieve its responsibility for properly estimating the difficulty or cost of successfully performing the Facilities.

9.3 The Contractor shall acquire and pay for all permits, approvals and/or licenses from all local, state or national government authorities or public service undertakings in the country where the Site is located which such authorities or undertakings require the Contractor to obtain in its name and which are necessary for the performance of the Contract, including, without limitation, visas for the Contractor’s and Subcontractor’s personnel and entry permits for all imported Contractor’s Equipment. The Contractor shall acquire all other permits, approvals and/or licenses that are not the responsibility of the Employer under GCC Sub-Clause 10.3 hereof and that are necessary for the performance of the Contract.

9.4 The Contractor shall comply with all laws in force in the country where the Facilities are to be implemented. The laws will include all local, state, national, or other laws that affect the performance of the Contract and bind upon the Contractor. The Contractor shall indemnify and hold harmless the Employer from and against any and all liabilities, damages, claims, fines, penalties and expenses of whatever nature arising or resulting from the violation of such laws by the Contractor or its personnel, including the Subcontractors and their personnel, but without prejudice to GCC Sub- Clause 10.1 hereof.

9.5 Any plant and services that will be incorporated in or be required for the Facilities and other supplies shall have their origin as specified under GCC Clause 1 (Country of Origin). Any subcontractors retained by the Contractor shall be from a country as specified in GCC Clause 1 (Country of Origin).

9.6 The Contractor shall permit the SSCL to inspect the Contractor’s accounts and records relating to the performance of the Contractor and to have them audited by auditors appointed by the SSCL, if so required by the Bank.

10. Employer’s Responsibilities

10.1 All information and/or data to be supplied by the Employer as described in the Appendix (Scope of Works and Supply by the Employer) to the Contract Agreement shall be deemed to be accurate, except when the Employer expressly states otherwise.

10.2 The Employer shall be responsible for acquiring and providing legal and physical possession of the Site and access thereto, and for providing possession of and access to all other areas reasonably required for the proper execution of the Contract, including all requisite rights of way, as specified in the Appendix (Scope of Works and Supply by the Employer) to the Contract Agreement. The Employer shall give full possession of an accord all rights of access thereto on or before the date(s) specified in that Appendix.

10.3 The Employer shall use its best endeavors to assist the Contractor in obtaining or acquire and Contractor for all permits, approvals and/or licenses from all local, state or national government authorities or public service undertakings in the country where the Site is located which (a) such authorities or undertakings require the Employer to obtain in the Employer’s name, (b) are necessary for the execution of the Contract, including those required for the performance by both the Contractor and the Employer of their respective obligations under the Contract, and (c) are specified in the Appendix (Scope of Works and Supply by the Employer) to the Contract Agreement.




10.4 If requested by the Contractor, the Employer shall use its best endeavors to assist the Contractor in obtaining in a timely and expeditious manner all permits, approvals and/or licenses necessary for the execution of the Contract from all local, state or national government authorities or public service undertakings that such authorities or undertakings require the Contractor or Subcontractors or the personnel of the Contractor or Subcontractors, as the case may be, to obtain.

10.5 Unless otherwise specified in the Contract or agreed upon by the Employer and the Contractor, the Employer shall provide sufficient, properly qualified operating and maintenance personnel; shall supply and make available all raw materials, utilities, lubricants, chemicals, catalysts, other materials and facilities; and shall perform all work and services of whatsoever nature, including those required by the Contractor to properly carry out Pre commissioning, Commissioning and Guarantee Tests, all in accordance with the provisions of the Appendix (Scope of Works and Supply by the Employer) to the Contract Agreement at or before the time specified in the program furnished by the Contractor under GCC Sub- Clause 18.2 hereof and in the manner thereupon specified or as otherwise agreed upon by the Employer and the Contractor.

10.6 The Employer shall be responsible for the continued operation of the Facilities after Completion, in accordance with GCC Sub-Clause 24.8, and shall be responsible for facilitating the Guarantee Test(s) for the Facilities, in accordance with GCC Sub-Clause 25.2.

10.7 All costs and expenses involved in the performance of the obligations under this GCC Clause 10 shall be the responsibility of the Employer, except those incurred by the Contractor with respect to the performance of Guarantee Tests, in accordance with GCC Sub-Clause 25.2.

10.8 In the event that the Employer shall be in breach of any of his obligations imposed by the Contract, then the additional cost reasonably incurred by the Contractor in consequence thereof shall be added to the Contract Price.

PAYMENT

11. Contract Price

11.1 The Contract Price shall be as specified in Annexure (Contract Price and Terms of Payment).

11.2 Unless an escalation clause is provided for in the SCC, the Contract Price shall be a firm lump sum not subject to any alteration, except in the event of a Change in the Facilities or as otherwise provided in the Contract.

11.3 Subject to GCC Sub-Clauses 9.2, 10.1 and 35 hereof, the Contractor shall be deemed to have satisfied itself as to the correctness and sufficiency of the Contract Price, which shall, except as otherwise provided for in the Contract, cover all its obligations under the Contract.

12. Terms of Payment

12.1 The Contract Price shall be paid as specified in Article 3 (Contract Price and Terms of Payment) of the Contract Agreement and in the Appendix (Terms and Procedures of Payment) to the Contract Agreement, which also outlines the procedures to be followed in making application for and processing payments.

12.2 No payment made by the Employer herein shall be deemed to constitute acceptance by the Employer of the Facilities or any part(s) thereof.




12.3 In the event that the Employer fails to make any payment by its respective due date or within the period set forth in the Contract, the Employer shall pay to the Contractor interest on the amount of such delayed payment at the rate(s) shown in the Appendix (Terms and Procedures of Payment) to the Contract Agreement for the period of delay until payment has been made in full, whether before or after judgment or arbitrage award.

12.4 The currency or currencies in which payments are made to the Contractor under this Contract shall be specified in the Terms and Procedures of Payment to the Contract Agreement, subject to the general principle that payments will be made in the currency or currencies in which the Contract Price has been stated in the Contractor’s bid.

13. Securities

13.1 Issuance of Securities

The Contractor shall provide the securities specified below in favor of the Employer at the

times, and in the amount, manner and form specified below.

13.2 Mobilization Payment Security

13.2.1 The Contractor shall, within twenty-eight (28) days of the notification of contract award, provide a security in an amount equal to the advance payment calculated in accordance with the Appendix (Terms and Procedures of Payment) to the Contract Agreement, and in the same currency or currencies.

13.2.2 The security shall be in the form provided in the bidding documents or in another form acceptable to the Employer. The amount of the security shall be reduced in proportion to the value of the Facilities executed by and paid to the Contractor from time to time, and shall automatically become null and void when the full amount of the mobilization payment has been recovered by the Employer. The security shall be returned to the Contractor immediately after its expiration..

13.3 Performance Security

13.3.1 The Contractor shall, within seven (7) days of the notification of contract award, provide a security for the due performance of the Contract in the amount specified in the SCC.

13.3.2 The security shall be denominated in the currency or currencies of the Contract, or in a freely convertible currency acceptable to the Employer, and shall be in one of the forms of bank guarantees provided in the bidding documents, as stipulated by the Employer in the SCC, or in another form acceptable to the Employer. Unless otherwise specified in the SCC, the security shall be reduced by half on the date of the Operational Acceptance. The Security shall become null and void, or shall be reduced pro rata to the Contract Price of a part of the Facilities for which a separate Time for Completion is provided, after Completion of the Facilities or three hundred and sixty-five (365) days after Operational Acceptance of the Facilities, however, that if the Defects Liability Period has been extended on any part of the Facilities pursuant to GCC Sub-Clause 27.11 hereof, the Contractor shall issue an additional security in an amount proportionate to the Contract Price of that part. The security shall be returned to the Contractor immediately after its expiration, provided, however, that if the Contractor, pursuant to GCC Sub-Clause 27.13, is liable for an extended defect liability obligation, the performance security shall be extended for the period and up to the amount specified in the SCC.

14. Taxes and Duties

14.1 Except as otherwise specifically provided in the Contract, the Contractor shall bear and pay all taxes, duties, levies, GST and charges assessed on the Contractor, its Subcontractors or their employees by all municipal, state or national government authorities in connection with the Facilities in and outside of the country where the Site is located.




14.2 Notwithstanding GCC Sub-Clause 14.1 above, the Employer shall reimburse the GST, as per the applicable Government Notifications, paid by the contractor as per the Invoices raised from time to time. No other reimbursements shall be paid by Employer.

14.3 If any tax exemptions, reductions, allowances, or privileges may be available to the Contractor in the country where the Site is located, the Employer shall use its best endeavors to enable the Contractor to benefit from any such tax savings to the maximum allowable extent.

14.4 For the purpose of the Contract, it is agreed that the Contract Price specified in Article 3 (Contract Price and Terms of Payment) of the Contract Agreement is based on the taxes, duties, levies and charges prevailing at the date twenty-eight (28) days prior to the date of bid submission in the country where the Site is located (hereinafter called “Tax” in this GCC Sub-Clause 14.4). If any rates of Tax are increased or decreased, a new Tax is introduced, an existing Tax is abolished, or any change in interpretation or application of any Tax occurs in the course of the performance of Contract, which was or will be assessed on the Contractor, Subcontractors or their employees in connection with performance of the Contract, an equitable adjustment of the Contract Price shall be made to fully take into account any such change by addition to the Contract Price or deduction therefrom, as the case may be, in accordance with GCC Clause 36 hereof.

INTELLECTUAL PROPERTY

15. License/Use of Technical Information

15.1 For the Facilities, operation and maintenance of the Plant, the Contractor hereby grants a non-exclusive and non-transferable license (without the right to sub-license) to the Employer under the patents, utility models or other industrial property rights owned by the Contractor or by a third party from whom the Contractor has received the right to grant licenses thereunder, and shall also grant to the Employer a non-exclusive and non-transferable right (without the right to sub-license) to use the know-how and other technical information disclosed to the Employer under the Contract. Nothing contained herein shall be construed as transferring ownership of any patent, utility model, trademark, design, copyright, know-how or other intellectual property right from the Contractor or any third party to the Employer.

15.2 The copyright in all drawings, documents and other materials containing data and information furnished to the Employer by the Contractor herein shall remain vested in the Contractor or, if they are furnished to the Employer directly or through the Contractor by any third party, including suppliers of materials, the copyright in such materials shall remain vested in such third party.

16. Confidential Information

16.1 The Employer and the Contractor shall keep confidential and shall not, without the written consent of the other party hereto, divulge to any third party any documents, data or other information furnished directly or indirectly by the other party hereto in connection with the Contract, whether such information has been furnished prior to, during or following termination of the Contract. Notwithstanding the above, the Contractor may furnish to its Subcontractor(s) such documents, data, and other information it receives from the Employer to the extent required for the Subcontractor(s) to perform its work under the Contract, in which event the Contractor shall obtain from such Subcontractor(s) an undertaking of confidentiality similar to that imposed on the Contractor under this GCC Clause 16.




16.2 The Employer shall not use such documents, data, and other information received from the Contractor for any purpose other than the operation and maintenance of the Facilities. Similarly, the Contractor shall not use such documents, data and other information received from the Employer for any purpose other than the design, procurement of Plant, construction or such other work and services as are required for the performance of the Contract.

16.3 The obligation of a party under GCC Sub-Clauses 16.1 and 16.2 above, however, shall not apply to that information which now or hereafter enters the public domain through no fault of that party can be proven to have been possessed by that party at the time of disclosure and which was not previously obtained, directly or indirectly, from the other party hereto otherwise lawfully becomes available to that party from a third party that has no obligation of confidentiality.

16.4 The above provisions of this GCC Clause 16 shall not in any way modify any undertaking of confidentiality given by either of the parties hereto prior to the date of the Contract in respect of the Facilities or any part thereof.

16.5 The provisions of this GCC Clause 16 shall survive termination, for whatever reason, of the Contract.

EXECUTION OF THE FACILITIES

17. Representatives

17.1 Project Manager

17.1.1 If the Project Manager is not named in the Contract, then within fourteen (14) days of the Effective Date, the Employer shall appoint and notify the Contractor in writing of the name of the Project Manager. The Employer may from time to time appoint some other person as the Project Manager in place of the person previously so appointed, and shall give a notice of the name of such other person to the Contractor without delay. No such appointment shall be made at such a time or in such a manner as to impede the progress of work on the Facilities. Such appointment shall only take effect upon receipt of such notice by the Contractor. The Project Manager shall represent and act for the Employer at all times during the performance of the Contract. All notices, instructions, orders, certificates, approvals, and all other communications under the Contract shall be given by the Project Manager, except as herein otherwise provided.

17.1.2 All notices, instructions, information, and other communications given by the Contractor to the Employer under the Contract shall be given to the Project Manager, except as herein otherwise provided.

17.2 Contractor’s Representative & Construction Manager

17.2.1 If the Contractor’s Representative is not named in the Contract, then within fourteen (14) days of the Effective Date, the Contractor shall appoint the Contractor’s Representative and shall request the Employer in writing to approve the person so appointed. If the Employer makes no objection to the appointment within fourteen (14) days, the Contractor’s Representative shall be deemed to have been approved. If the Employer objects to the appointment within fourteen (14) days giving the reason therefore, then the Contractor shall appoint a replacement within fourteen (14) days of such objection, and the foregoing provisions of this GCC Sub-Clause 17.2.1 shall apply thereto.

17.2.2 The Contractor’s Representative shall represent and act for the Contractor at all times during the performance of the Contract and shall give to the Project Manager all the




Contractor’s notices, instructions, information and all other communications under the Contract.

17.2.3 All notices, instructions, information, and all other communications given by the Employer or the Project Manager to the Contractor under the Contract shall be given to the Contractor’s Representative or, in its absence, its deputy, except as herein otherwise provided.

17.2.4 The Contractor shall not revoke the appointment of the Contractor’s Representative without the Employer’s prior written consent, which shall not be unreasonably withheld. If the Employer consents thereto, the Contractor shall appoint some other person as the Contractor’s Representative, pursuant to the procedure set out in GCC Sub-Clause 17.2.1.

17.2.5 The Contractor’s Representative may, subject to the approval of the Employer which shall not be unreasonably withheld, at any time delegate to any person any of the powers, functions, and authorities vested in him or her. Any such delegation may be revoked at any time. Any such delegation or revocation shall be subject to a prior notice signed by the Contractor’s Representative, and shall specify the powers, functions and authorities thereby delegated or revoked. No such delegation or revocation shall take effect unless and until a copy thereof has been delivered to the Employer and the Project Manager.

17.2.6 Any act or exercise by any person of powers, functions, and authorities so delegated to him or her in accordance with this GCC Sub-Clause shall be deemed to be an act or exercise by the Contractor’s Representative.

17.2.7 From the commencement of Construction of the Facilities at the Site until Completion, the Contractor’s Representative shall appoint a suitable person as the Construction Manager. The Construction Manager shall supervise all work done at the Site by the Contractor and shall be present at the Site throughout normal working hours except when on leave, sick or absent for reasons connected with the proper performance of the Contract. Whenever the Construction Manager is absent from the Site, the Contractor’s Representative or the Construction Manager shall appoint a suitable person to act as the Construction Manager’s deputy.

17.2.8 The Employer may, by notice to the Contractor, object to any representative or person employed by the Contractor in the execution of the Contract who, in the reasonable opinion of the Employer, may behave inappropriately, may be incompetent or negligent, or may commit a serious breach of the Site regulations provided under GCC Sub-Clause 22.19. The Employer shall provide evidence of the same, whereupon the Contractor shall remove such person from the Facilities.

17.2.9 If any representative or person employed by the Contractor is removed in accordance with GCC Sub-Clause 17.2.8, the Contractor shall, where required, promptly appoint a replacement.

18. Work Program

18.1 Contractor’s Organization

18.1.1 The Contractor shall supply to the Employer and the Project Manager a chart showing the proposed organization to be established by the Contractor for carrying out work on the Facilities within twenty-one (21) days of the Effective Date. The chart shall include the identities of the key personnel and the curricula vitae of such key personnel to be employed shall be supplied together with the chart. The Contractor shall promptly inform the Employer and the Project Manager in writing of any revision or alteration of such an organization chart.

18.2 Program of Performance




18.2.1 Within fifteen (15) days after the Effective Date, the Contractor shall submit to the Project Manager a detailed program of performance of the Contract, made in a form acceptable to the Project Manager and showing the sequence in which it proposes to incidentally design, manufacture, transport, assemble, install and pre-commission the Facilities, as well as the date by which the Contractor reasonably requires that the Employer shall have fulfilled its obligations under the Contract so as to enable the Contractor to execute the Contract in accordance with the program and to achieve Completion, Commissioning and Acceptance of the Facilities in accordance with the Contract. The program so submitted by the Contractor shall accord with the Time Schedule included in the Appendix (Time Schedule) to the Contract Agreement and any other dates and periods specified in the Contract. The Contractor shall update and revise the program as and when appropriate or when required by the Project Manager, but without modification in the Times for Completion given in the SCC and any extension granted in accordance with GCC Clause 40 and shall submit all such revisions to the Project Manager.

18.3 Progress Report

18.3.1 The Contractor shall monitor progress of all the activities specified in the program referred to in GCC Sub-Clause 18.2 above and supply a progress report to the Project Manager every month.

18.3.2 The progress report shall be in a form acceptable to the Project Manager and shall indicate: (a) percentage completion achieved compared with the planned percentage completion for each activity; and (b) where any activity is behind the program, giving comments and likely consequences, and stating the corrective action being taken.

18.4 Progress of Performance

18.4.1 If at any time the Contractor’s actual progress falls behind the program referred to in GCC Sub-Clause 18.2, or it becomes apparent that it will so fall behind, the Contractor shall, at the request of the Employer or the Project Manager, prepare and submit to the Project Manager a revised program, taking into account the prevailing circumstances, and shall notify the Project Manager of the steps being taken to expedite progress so as to attain Completion of the Facilities within the Time for Completion under GCC Sub-Clause 8.2, any extension thereof entitled under GCC Sub-Clause 40.1, or any extended period as may otherwise be agreed upon between the Employer and the Contractor.

18.5 Procedures

18.5.1 The Contract shall be executed in accordance with the Contract Documents including the procedures given in the Forms and Procedures of the Employer’s Requirements.

18.5.2 The Contractor may execute the Contract in accordance with its own standard project execution plans and procedures to the extent that they do not conflict with the provisions contained in the Contract.

19. Subcontracting, (Applicable only if allowed)

19.1 The Contractor shall prepare a list of Subcontractors for each item list. The Contractor may from time to time propose any addition to or deletion from any such list. The Contractor shall submit any such list or any modification thereto to the Employer for its approval in sufficient time so as not to impede the progress of work on the Facilities. Such approval by the Employer for any of the Subcontractors shall not relieve the Contractor from any of its obligations, duties, or responsibilities under the Contract.

19.2 The Contractor shall select and employ its Subcontractors for such major items from those listed in the lists referred to in GCC Sub- Clause 19.1.




19.3 For items or parts of the Facilities not specified in the Appendix (List of Major Items of Supply and Services and List of Approved Subcontractors for Major Items) to the Contract Agreement, the Contractor may employ such Subcontractors as it may select, at its discretion.

19.4 Each sub-contract shall include provisions which would entitle the Employer to require the sub-contract to be assigned to the Employer under GCC 19.5 (if and when applicable), or in event of termination by the Employer under GCC 42.2.

19.5 If a sub-contractor's obligations extend beyond the expiry date of the relevant Defects Liability Period and the Project Manager, prior to that date, instructs the Contractor to assign the benefits of such obligations to the Employer, then the Contractor shall do so.

20. Design and Engineering

20.1 Specifications and Drawings

20.1.1 The Contractor shall execute the basic and detailed design and the engineering work in compliance with the provisions of the Contract, or where not so specified, in accordance with good engineering practice. The Contractor shall be responsible for any discrepancies, errors or omissions in the specifications, drawings, and other technical documents that it has prepared, whether such specifications, drawings and other documents have been approved by the Project Manager or not, provided that such discrepancies, errors or omissions are not because of inaccurate information furnished in writing to the Contractor by or on behalf of the Employer.

20.1.2 The Contractor shall be entitled to disclaim responsibility for any design, data, drawing, specification, or other document, or any modification thereof provided or designated by or on behalf of the Employer, by giving a notice of such disclaimer to the Project Manager.

20.2 Codes and Standards

20.2.1 Wherever references are made in the Contract to codes and standards in accordance with which the Contract shall be executed, the edition or the revised version of such codes and standards current at the date twenty- eight (28) days prior to date of bid submission shall apply unless otherwise specified. During Contract execution, any changes in such codes and standards shall be applied subject to approval by the Employer and shall be treated in accordance with GCC Clause 39.

20.3 Approval/Review of Technical Documents by Project Manager

20.3.1 The Contractor shall prepare or cause its Subcontractors to prepare and furnish to the Project Manager the documents list of Documents for Approval or Review, to the Contract Agreement for its approval or review as specified and in accordance with the requirements of GCC Sub-Clause 18.2 (Program of Performance).

20.3.2 Any part of the Facilities covered by or related to the documents to be approved by the Project Manager shall be executed only after the Project Manager’s approval thereof.

20.3.3 GCC Sub-Clauses 20.3.2 through 20.3.7 shall apply to those documents requiring the Project Manager’s approval, but not to those furnished to the Project Manager for its review only.

20.3.4 Within fourteen (14) days after receipt by the Project Manager of any document requiring the Project Manager’s approval in accordance with GCC Sub-Clause 20.3.1, the Project Manager shall either return one copy thereof to the Contractor with its approval endorsed thereon or shall notify the Contractor in writing of its disapproval thereof and the reasons therefore and the modifications that the Project Manager proposes.




20.3.5 If the Project Manager fails to take such action within the said fourteen (14) days, then the said document shall be deemed to have been approved by the Project Manager.

20.3.6 The Project Manager shall not disapprove any document, except on the grounds that the document does not comply with the Contract or that it is contrary to good engineering practice. If the Project Manager disapproves a document, he shall specify the reasons for his decision.

20.3.7 If the Project Manager disapproves the document, the Contractor shall modify the document and resubmit it for the Project Manager’s approval in accordance with GCC Sub-Clause 20.3.2. If the Project Manager approves the document subject to modification(s), the Contractor shall make the required modification(s), whereupon the document shall be deemed to have been approved.

20.3.8 If any dispute or difference occurs between the Employer and the Contractor in connection with or arising out of the disapproval by the Project Manager of any document and/or any modification(s) thereto that cannot be settled between the parties within a reasonable period, then such dispute or difference may be referred to a Dispute Board for determination in accordance with GCC Sub-Clause 44.9.1 hereof. If such dispute or difference is referred to a Dispute Board, the Project Manager shall give instructions as to whether and if so, how, performance of the Contract is to proceed. The Contractor shall proceed with the Contract in accordance with the Project Manager’s instructions, provided that if the Dispute Board upholds the Contractor’s view on the dispute and if the Employer has not given notice under Sub-Clause 44.3 hereof, then the Contractor shall be reimbursed by the Employer for any additional costs incurred by reason of such instructions and shall be relieved of such responsibility or liability in connection with the dispute and the execution of the instructions as the Dispute Board shall decide, and the Time for Completion shall be extended accordingly.

20.3.9 The Project Manager’s approval, with or without modification of the document furnished by the Contractor, shall not relieve the Contractor of any responsibility or liability imposed upon it by any provisions of the Contract except to the extent that any subsequent failure results from modifications required by the Project Manager.

20.3.10 The Contractor shall not depart from any approved document unless the Contractor has first submitted to the Project Manager an amended document and obtained the Project Manager’s approval thereof, pursuant to the provisions of this GCC Sub-Clause 20.3.

20.3.11 If the Project Manager requests any change in any already approved document and/or in any document based thereon, the provisions of GCC Clause 39 shall apply to such request.

21. Procurement

21.1 Materials

21.1.1 Subject to GCC Sub-Clause 14.2, the Contractor shall procure and transport all materials in an expeditious and orderly manner to the Site.

21.2 Employer- No Materials will be Supplied by Employer.

21.3 Transportation

21.3.1 The Contractor shall at its own risk and expense transport all the materials and the Contractor’s Equipment to the Site by the mode of transport that the Contractor judges most suitable under all the circumstances.

21.3.2 Unless otherwise provided in the Contract, the Contractor shall be entitled to select any safe mode of transport operated by any person to carry the materials and the Contractor’s Equipment.




21.3.3 Upon dispatch of each shipment of materials and the Contractor’s Equipment, the Contractor shall notify the Employer by telex, cable, facsimile or electronic means, of the description of the materials and of the Contractor’s Equipment, the point and means of dispatch, and the estimated time and point of arrival in the country where the Site is located, if applicable, and at the Site. The Contractor shall furnish the Employer with relevant shipping documents to be agreed upon between the parties.

21.3.4 The Contractor shall be responsible for obtaining, if necessary, approvals from the authorities for transportation of the materials and the Contractor’s Equipment to the Site. The Employer shall use its best endeavors in a timely and expeditious manner to assist the Contractor in obtaining such approvals, if requested by the Contractor. The Contractor shall indemnify and hold harmless the Employer from and against any claim for damage to roads, bridges or any other traffic facilities that may be caused by the transport of the materials and the Contractor’s Equipment to the Site.

21.4 Customs Clearance, If Applicable

21.4.1 The Contractor shall, at its own expense, handle all imported materials and Contractor’s Equipment at the point(s) of import and shall handle any formalities for customs clearance, subject to the Employer’s obligations under GCC Sub-Clause 14.2, provided that if applicable laws or regulations require any application or act to be made by or in the name of the Employer, the Employer shall take all necessary steps to comply with such laws or regulations. In the event of delays in customs clearance that are not the fault of the Contractor, the Contractor shall be entitled to an extension in the Time for Completion, pursuant to GCC Clause 40.

22. Installation

22.1 Setting Out/Supervision Bench Mark

The Contractor shall be responsible for the true and proper setting-out of the Facilities in

relation to bench marks, reference marks, and lines provided to it in writing by or on behalf

of the Employer.

22.1.1 If, at any time during the progress of installation of the Facilities, any error shall appear in the position, level, or alignment of the Facilities, the Contractor shall forthwith notify the Project Manager of such error and, at its own expense, immediately rectify such error to the reasonable satisfaction of the Project Manager. If such error is based on incorrect data provided in writing by or on behalf of the Employer, the expense of rectifying the same shall be borne by the Employer.

22.2 Contractor’s Supervision

The Contractor shall give or provide all necessary superintendence during the installation

of the Facilities, and the Construction Manager or its deputy shall be constantly on

the Site to provide full-time superintendence of the installation. The Contractor shall

provide and employ only technical personnel who are skilled and experienced in their

respective callings and supervisory staff who are competent to adequately supervise the

work at hand.

22.3 Labor

Engagement of Staff and Labor




22.3.1 Except as otherwise stated in the Specification, the Contractor shall make arrangements for the engagement of all staff and labor, local or otherwise, and for their payment, housing, feeding, and transport.

22.3.2 The Contractor shall provide and employ on the Site in the installation of the Facilities such skilled, semi-skilled, and unskilled labor as is necessary for the proper and timely execution of the Contract. The Contractor is encouraged to use local labor that has the necessary skills.

22.3.3 The Contractor shall be responsible for obtaining all necessary permit(s) and/or visa(s) ,if required ,from the appropriate authorities for the entry of all labor and personnel to be employed on the Site into the country where the Site is located. The Employer will, if requested by the Contractor, use his best endeavors in a timely and expeditious manner to assist the Contractor in obtaining any local, state, national or government permission required for bringing in the Contractor’s personnel.

22.3.4 The Contractor shall at its own expense provide the means of repatriation to all of its and its Subcontractor’s personnel employed on the Contract at the Site to the place where they were recruited or to their domicile. It shall also provide suitable temporary maintenance of all such persons from the cessation of their employment on the Contract to the date programmed for their departure. In the event that the Contractor defaults in providing such means of transportation and temporary maintenance, the Employer may provide the same to such personnel and recover the cost of doing so from the Contractor.

22.4 Persons in the Service of Employer

The Contractor shall not recruit, or attempt to recruit, staff and labor from amongst the

Employer’s Personnel.

22.5 Labor Laws

22.5.1 The Contractor shall comply with all the relevant labor Laws applicable to the Contractor’s Personnel, including Laws relating to their employment, health, safety, welfare, immigration, and emigration, and shall allow them all their legal rights.

22.5.2 The Contractor shall at all times during the progress of the Contract use its best endeavors to prevent any unlawful, riotous or disorderly conduct or behavior by or amongst its employees and the labor of its Subcontractors.

22.5.3 The Contractor shall, in all dealings with its labor and the labor of its Subcontractors currently employed on or connected with the Contract, pay due regard to all recognized festivals, official holidays, religious or other customs and all local laws and regulations pertaining to the employment of labor.

22.6 Rates of Wages and Conditions of Labor

22.6.1 The Contractor shall pay rates of wages, and observe conditions of labor, which are not lower than those established for the trade or industry where the work is carried out. If no established rates or conditions are applicable, the Contractor shall pay rates of wages and observe conditions which are not lower than the general level of wages and conditions observed locally by employers whose trade or industry is similar to that of the Contractor.

22.6.2 The Contractor shall inform the Contractor’s Personnel about their liability to pay personal income taxes in the Country in respect of such of their salaries, wages and allowances as are chargeable under the Laws for the time being in force, and the Contractor shall perform such duties in regard to such deductions thereof as may be imposed on him by such Laws.

22.7 Working Hours




22.7.1 No work shall be carried out on the Site on locally recognized days of rest, or outside the normal working hours stated in the SCC, unless:

i. otherwise stated in the Contract, ii. the Project Manager gives consent, or iii. the work is unavoidable, or necessary for the protection of life or property or for the

safety of the Works, in which case the Contractor shall immediately advise the Project Manager.

22.7.2 If and when the Contractor considers it necessary to carry out work at night or on public holidays so as to meet the Time for Completion and requests the Project Manager’s consent thereto, the Project Manager shall not unreasonably withhold such consent.

22.7.3 This Sub-Clause shall not apply to any work which is customarily carried out by rotary or double-shifts.

22.8 Facilities for Staff and Labor

22.8.1 Except as otherwise stated in the Specification, the Contractor shall provide and maintain all necessary accommodation and welfare facilities for the Contractor’s Personnel. The Contractor shall also provide facilities for the Employer’s Personnel as stated in the Specification.

22.8.2 The Contractor shall not permit any of the Contractor’s Personnel to maintain any temporary or permanent living quarters within the structures forming part of the Permanent Works.

22.9 Health and Safety

22.9.1 The Contractor shall at all times take all reasonable precautions to maintain the health and safety of the Contractor’s Personnel. In collaboration with local health authorities, the Contractor shall ensure that medical staff, first aid facilities, sick bay and ambulance service are available at all times at the Site and at any accommodation for Contractor’s and Employer’s Personnel, and that suitable arrangements are made for all necessary welfare and hygiene requirements and for the prevention of epidemics.

22.9.2 The Contractor shall appoint an accident prevention officer at the Site, responsible for maintaining safety and protection against accidents. This person shall be qualified for this responsibility, and shall have the authority to issue instructions and take protective measures to prevent accidents. Throughout the performance of the Contract, the Contractor shall provide whatever is required by this person to exercise this responsibility and authority.

22.9.3 The Contractor shall send, to the Engineer, details of any accident as soon as practicable after its occurrence. The Contractor shall maintain records and make reports concerning health, safety, and welfare of persons, and damage to property, as the Engineer may reasonably require.

22.10 Funeral Arrangements

In the event of the death of any of the Contractor’s personnel or accompanying members

of their families, the Contractor shall be responsible for making the appropriate

arrangements for their return or burial, unless otherwise specified in the SCC.

22.11 Records of Contractor’s Personnel

The Contractor shall keep accurate records of the Contractor’s personnel, including the

number of each class of Contractor’s Personnel on the Site and the names, ages, genders,




hours worked and wages paid to all workers. These records shall be summarized on a

monthly basis in a form approved by the Project Manager and shall be available for

inspection by the Project Manager. The records will be available until the Contractor has

completed all work.

22.12 Supply of Foodstuffs

The Contractor shall arrange for the provision of a sufficient supply of suitable food as may

be stated in the Specification at reasonable prices for the Contractor’s Personnel for the

purposes of or in connection with the Contract.

22.13 Supply of Water

The Contractor shall, having regard to local conditions, provide on the Site an adequate

supply of drinking and other water for the use of the Contractor’s Personnel.

22.14 Measures against Insect and Pest Nuisance

The Contractor shall at all times take the necessary precautions to protect the Contractor’s

Personnel employed on the Site from insect and pest nuisance, and to reduce their danger

to health. The Contractor shall comply with all the regulations of the local health authorities,

including use of appropriate insecticide.

22.15 Alcoholic Liquor or Drugs

The Contractor shall not, otherwise than in accordance with the Laws of the Country,

import, sell, give barter or otherwise dispose of any alcoholic liquor or drugs, or permit or

allow importation, sale, gift, barter or disposal by Contractor's Personnel.

22.16 Arms and Ammunition

22.16.1 The Contractor shall not give, barter, or otherwise dispose of, to any person, any arms, or ammunition of any kind, or allow Contractor's Personnel to do so.

22.16.2 Prohibition of All Forms of Forced or Compulsory Labor

22.16.3 The contractor shall not employ "forced or compulsory labor" in any form. "Forced or compulsory labor" consists of all work or service, not voluntarily performed, that is extracted from an individual under threat of force or penalty.

22.17 Prohibition of Harmful Child Labor

The Contractor shall not employ any child to perform any work that is economically

exploitative, or is likely to be hazardous to, or to interfere with, the child's education, or to

be harmful to the child's health or physical, mental, spiritual, moral, or social development.

22.18 Contractor’s Equipment

22.18.1 All Contractor’s Equipment brought by the Contractor onto the Site shall be deemed to be intended to be used exclusively for the execution of the Contract. The Contractor shall not remove the same from the Site without the Project Manager’s consent that such Contractor’s Equipment is no longer required for the execution of the Contract.




22.18.2 Unless otherwise specified in the Contract, upon completion of the Facilities, the Contractor shall remove from the Site all Equipment brought by the Contractor onto the Site and any surplus materials remaining thereon.

22.18.3 The Employer will, if requested, use its best endeavors to assist the Contractor in obtaining any local, state, or national government permission required by the Contractor for the export of the Contractor’s Equipment imported by the Contractor for use in the execution of the Contract that is no longer required for the execution of the Contract.

22.19 Site Regulations and Safety

22.19.1 The Employer and the Contractor shall establish Site regulations setting out the rules to be observed in the execution of the Contract at the Site and shall comply therewith. The Contractor shall prepare and submit to the Employer, with a copy to the Project Manager, proposed Site regulations for the Employer’s approval, which approval shall not be unreasonably withheld.

22.19.2 Such Site regulations shall include, but shall not be limited to, rules in respect of security, safety of the Facilities, gate control, sanitation, medical care, and fire prevention.

22.20 Opportunities for Other Contractors

22.20.1 The Contractor shall, upon written request from the Employer or the Project Manager, give all reasonable opportunities for carrying out the work to any other contractors employed by the Employer on or near the Site.

22.20.2 If the Contractor, upon written request from the Employer or the Project Manager, makes available to other contractors any roads or ways the maintenance for which the Contractor is responsible, permits the use by such other contractors of the Contractor’s Equipment, or provides any other service of whatsoever nature for such other contractors, the Employer shall fully compensate the Contractor for any loss or damage caused or occasioned by such other contractors in respect of any such use or service, and shall pay to the Contractor reasonable remuneration for the use of such equipment or the provision of such services.

22.20.3 The Contractor shall also so arrange to perform its work as to minimize, to the extent possible, interference with the work of other contractors. The Project Manager shall determine the resolution of any difference or conflict that may arise between the Contractor and other contractors and the workers of the Employer in regard to their work.

22.20.4 The Contractor shall notify the Project Manager promptly of any defects in the other contractors’ work that come to its notice, and that could affect the Contractor’s work. The Project Manager shall determine the corrective measures, if any, required to rectify the situation after inspection of the Facilities. Decisions made by the Project Manager shall be binding on the Contractor.

22.21 Emergency Work

22.21.1 If, by reason of an emergency arising in connection with and during the execution of the Contract, any protective or remedial work is necessary as a matter of urgency to prevent damage to the Facilities, the Contractor shall immediately carry out such work.

22.21.2 If the Contractor is unable or unwilling to do such work immediately, the Employer may do or cause such work to be done as the Employer may determine is necessary in order to prevent damage to the Facilities. In such event the Employer shall, as soon as practicable after the occurrence of any such emergency, notify the Contractor in writing of such emergency, the work done and the reasons therefor. If the work done or caused to be done by the Employer is work that the Contractor was liable to do at its own expense under the Contract, the reasonable costs incurred by the Employer in connection therewith shall be




paid by the Contractor to the Employer. Otherwise, the cost of such remedial work shall be borne by the Employer.

22.22 Site Clearance in Course of Performance

In the course of carrying out the Contract, the Contractor shall keep the Site reasonably

free from all unnecessary obstruction, store or remove any surplus materials, clear away

any wreckage, rubbish, or temporary works from the Site, and remove any Contractor’s

Equipment no longer required for execution of the Contract.

22.23 Clearance of Site after Completion

After Completion of all parts of the Facilities, the Contractor shall clear away and remove

all wreckage, rubbish, and debris of any kind from the Site, and shall leave the Site and

Facilities in a clean and safe condition.

22.24 Watching and Lighting

The Contractor shall provide and maintain at its own expense all lighting, fencing, and

watching when and where necessary for the proper execution and the protection of the

Facilities, or for the safety of the owners and occupiers of adjacent property and for the

safety of the public.

23. Test and Inspection

23.1 The Contractor shall at its own expense carry out at the place of manufacture and/or on the Site all such tests and/or inspections of the Plant and any part of the Facilities as are specified in the Contract.

23.2 The Employer and the Project Manager or their designated representatives shall be entitled to attend the aforesaid test and/or inspection, provided that the Employer shall bear all costs and expenses incurred in connection with such attendance including, but not limited to, all traveling and board and lodging expenses.

23.3 Whenever the Contractor is ready to carry out any such test and/or inspection, the Contractor shall give a reasonable advance notice of such test and/or inspection and of the place and time thereof to the Project Manager. The Contractor shall obtain from any relevant third party or manufacturer any necessary permission or consent to enable the Employer and the Project Manager or their designated representatives to attend the test and/or inspection.

23.4 The Contractor shall provide the Project Manager with a certified report of the results of any such test and/or inspection. If the Employer or Project Manager or their designated representatives fails to attend the test and/or inspection, or if it is agreed between the parties that such persons shall not do so, then the Contractor may proceed with the test and/or inspection in the absence of such persons and may provide the Project Manager with a certified report of the results thereof.

23.5 If the Employer or Project Manager may require the Contractor to carry out any test and/or inspection not required by the Contract, provided that the Contractor’s reasonable costs and expenses incurred in the carrying out of such test and/or inspection shall be added to the Contract Price. Further, if such test and/or inspection impedes the progress of work on the Facilities and/or the Contractor’s performance of its other obligations under the




Contract, due allowance will be made in respect of the Time for Completion and the other obligations so affected.

23.6 If any Plant or any part of the Facilities fails to pass any test and/or inspection, the Contractor shall either rectify or replace such Plant or part of the Facilities and shall repeat the test and/or inspection upon giving a notice under GCC Sub-Clause 23.3.

23.7 If any dispute or difference of opinion shall arise between the parties in connection with or arising out of the test and/or inspection of the Plant or part of the Facilities that cannot be settled between the parties within a reasonable period of time, it may be referred to a Dispute Board for determination in accordance with GCC Clause 44.

23.8 The Contractor shall afford the Employer and the Project Manager, at the Employer’s expense, access at any reasonable time to any place where the Plant are being manufactured or the Facilities are being installed, in order to inspect the progress and the manner of manufacture or installation, provided that the Project Manager shall give the Contractor a reasonable prior notice.

23.9 The Contractor agrees that neither the execution of a test and/or inspection of Plant or any part of the Facilities, nor the attendance by the Employer or the Project Manager, nor the issue of any test certificate pursuant to GCC Sub-Clause 23.4, shall release the Contractor from any other responsibilities under the Contract.

23.10 No part of the Facilities or foundations shall be covered up on the Site without the Contractor carrying out any test and/or inspection required under the Contract. The Contractor shall give a reasonable notice to the Project Manager whenever any such parts of the Facilities or foundations are ready or about to be ready for test and/or inspection; such test and/or inspection and notice thereof shall be subject to the requirements of the Contract.

23.11 The Contractor shall uncover any part of the Facilities or foundations or shall make openings in or through the same as the Project Manager may from time to time require at the Site and shall reinstate and make good such part or parts.

23.12 If any parts of the Facilities or foundations have been covered up at the Site after compliance with the requirement of GCC Sub-Clause 23.10 and are found to be executed in accordance with the Contract, the expenses of uncovering, making openings in or through, reinstating, and making good the same shall be borne by the Employer, and the Time for Completion shall be reasonably adjusted to the extent that the Contractor has thereby been delayed or impeded in the performance of any of its obligations under the Contract.

24. Completion of the Facilities

24.1 As soon as the Facilities or any part thereof has, in the opinion of the Contractor, been completed operationally and structurally and put in a tight and clean condition as specified in the Employer’s Requirements, excluding minor items not materially affecting the operation or safety of the Facilities, the Contractor shall so notify the Employer in writing.

Within seven (7) days after receipt of the notice from the Contractor under GCC Sub-Clause

24.1, the Employer shall supply the operating and maintenance personnel specified in the

Scope of Works and Supply by the Employer to the Contract Agreement for Pre

commissioning of the Facilities or any part thereof.

24.2 Pursuant to the Scope of Works and Supply by the Employer to the Contract Agreement, the Employer shall also provide, within the said seven (7) day period, the raw materials,




utilities, lubricants, chemicals, catalysts, facilities, services and other matters required for Pre commissioning of the Facilities or any part thereof.

24.3 As soon as reasonably practicable after the operating and maintenance personnel have been supplied by the Employer and the raw materials, utilities, lubricants, chemicals, catalysts, facilities, services and other matters have been provided by the Employer in accordance with GCC Sub-Clause 24.2, the Contractor shall commence Pre commissioning of the Facilities or the relevant part thereof in preparation for Commissioning, subject to GCC Sub-Clause 25.5.

24.4 As soon as all works in respect of Pre commissioning are completed and, in the opinion of the Contractor, the Facilities or any part thereof is ready for Commissioning, the Contractor shall so notify the Project Manager in writing.

24.5 The Project Manager shall, within fourteen (14) days after receipt of the Contractor’s notice under GCC Sub-Clause 24.4, either issue a Completion Certificate in the form specified in the Employer’s Requirements (Forms and Procedures), stating that the Facilities or that part thereof have reached Completion as of the date of the Contractor’s notice under GCC Sub-Clause 24.4, or notify the Contractor in writing of any defects and/or deficiencies.

If the Project Manager notifies the Contractor of any defects and/or deficiencies, the

Contractor shall then correct such defects and/or deficiencies and shall repeat the

procedure described in GCC Sub- Clause 24.4.

24.6 If the Project Manager is satisfied that the Facilities or that part thereof have reached Completion, the Project Manager shall, within seven (7) days after receipt of the Contractor’s repeated notice, issue a Completion Certificate stating that the Facilities or that part thereof have reached Completion as of the date of the Contractor’s repeated notice.

24.7 If the Project Manager is not so satisfied, then it shall notify the Contractor in writing of any defects and/or deficiencies within seven (7) days after receipt of the Contractor’s repeated notice, and the above procedure shall be repeated.

24.8 If the Project Manager fails to issue the Completion Certificate and fails to inform the Contractor of any defects and/or deficiencies within fourteen (14) days after receipt of the Contractor’s notice under GCC Sub-Clause 24.4 or within seven (7) days after receipt of the Contractor’s repeated notice under GCC Sub-Clause 24.5, or if the Employer makes use of the Facilities or part thereof, then the Facilities or that part thereof shall be deemed to have reached Completion as of the date of the Contractor’s notice or repeated notice, or as of the Employer’s use of the Facilities, as the case may be.

24.9 As soon as possible after Completion, the Contractor shall complete all outstanding minor items so that the Facilities are fully in accordance with the requirements of the Contract, failing which the Employer will undertake such completion and deduct the costs thereof from any monies owing to the Contractor.

24.10 Upon Completion, the Employer shall be responsible for the care and custody of the Facilities or the relevant part thereof, together with the risk of loss or damage thereto, and shall thereafter take over the Facilities or the relevant part thereof.

25. Commissioning and Operational Acceptance

25.1 Commissioning

25.1.1 Commissioning of the Facilities or any part thereof shall be commenced by the Contractor immediately after issue of the Completion Certificate by the Project Manager, pursuant to




GCC Sub-Clause 24.5, or immediately after the date of the deemed Completion, under GCC Sub- Clause 24.6.

25.1.2 The Employer shall supply the operating and maintenance personnel and all raw materials, utilities, lubricants, chemicals, catalysts, facilities, services and other matters required for Commissioning.

25.1.3 In accordance with the requirements of the Contract, the Contractor’s and Project Manager’s advisory personnel shall attend the Commissioning, including the Guarantee Test, and shall advise and assist the Employer.

25.2 Guarantee Test

25.2.1 Subject to GCC Sub-Clause 25.5, the Guarantee Test and repeats thereof shall be conducted by the Contractor during Commissioning of the Facilities or the relevant part thereof to ascertain whether the Facilities or the relevant part can attain the Functional Guarantees specified in the Appendix (Functional Guarantees) to the Contract Agreement. The Employer shall promptly provide the Contractor with such information as the Contractor may reasonably require in relation to the conduct and results of the Guarantee Test and any repeats thereof.

25.2.2 If for reasons not attributable to the Contractor, the Guarantee Test of the Facilities or the relevant part thereof cannot be successfully completed within the period from the date of Completion specified in the SCC or any other period agreed upon by the Employer and the Contractor, the Contractor shall be deemed to have fulfilled its obligations with respect to the Functional Guarantees, and GCC Sub-Clauses 28.2 and 28.3 shall not apply.

25.3 Operational Acceptance

25.3.1 Subject to GCC Sub-Clause 25.4 below, Operational Acceptance shall occur in respect of the Facilities or any part thereof when:

a) the Guarantee Test has been successfully completed and the Functional Guarantees are met; or

b) the Guarantee Test has not been successfully completed or has not been carried out for reasons not attributable to the Contractor within the period from the date of Completion specified in the SCC or any other agreed upon period as specified in GCC Sub-Clause 25.2.2 above; or

c) the Contractor has paid the liquidated damages specified in GCC Sub-Clause 28.3 hereof; and

d) any minor items mentioned in GCC Sub-Clause 24.7 hereof relevant to the Facilities or that part thereof have been completed.

25.3.2 At any time after any of the events set out in GCC Sub-Clause 25.3.1 have occurred, the Contractor may give a notice to the Project Manager requesting the issue of an Operational Acceptance Certificate in the form provided in the Employer’s Requirements (Forms and Procedures) in respect of the Facilities or the part thereof specified in such notice as of the date of such notice.

25.3.3 The Project Manager shall, after consultation with the Employer, and within seven (7) days after receipt of the Contractor’s notice, issue an Operational Acceptance Certificate.

25.3.4 If within seven (7) days after receipt of the Contractor’s notice, the Project Manager fails to issue the Operational Acceptance Certificate or fails to inform the Contractor in writing of the justifiable reasons why the Project Manager has not issued the Operational Acceptance Certificate, the Facilities or the relevant part thereof shall be deemed to have been accepted as of the date of the Contractor’s said notice.

25.4 Partial Acceptance




25.4.1 If the Contract specifies that Completion and Commissioning shall be carried out in respect of parts of the Facilities, the provisions relating to Completion and Commissioning including the Guarantee Test shall apply to each such part of the Facilities individually, and the Operational Acceptance Certificate shall be issued accordingly for each such part of the Facilities.

25.4.2 If a part of the Facilities comprises facilities such as buildings, for which no Commissioning or Guarantee Test is required, then the Project Manager shall issue the Operational Acceptance Certificate for such facility when it attains Completion, provided that the Contractor shall thereafter complete any outstanding minor items that are listed in the Operational Acceptance Certificate.

25.5 Delayed Pre commissioning and/or Guarantee Test

25.5.1 In the event that the Contractor is unable to proceed with the Pre commissioning of the Facilities pursuant to Sub-Clause 24.3, or with the Guarantee Test pursuant to Sub-Clause 25.2, for reasons attributable to the Employer either on account of non-availability of other facilities under the responsibilities of other contractor(s), or for reasons beyond the Employer’s control, the provisions leading to “deemed” completion of activities such as Completion, pursuant to GCC Sub-Clause 24.6, and Operational Acceptance, pursuant to GCC Sub-Clause 25.3.4, and Contractor’s obligations regarding Defect Liability Period, pursuant to GCC Sub-Clause 27.2, Functional Guarantee, pursuant to GCC Clause 28, and Care of Facilities, pursuant to GCC Clause 32, and GCC Clause 41.1, Suspension, shall not apply.

25.5.2 When the Contractor is notified by the Project Manager that he will be unable to proceed with the activities and obligations pursuant to above Sub-Clause 25.5.1, the Contractor shall be entitled to the following:

a) the Time of Completion shall be extended for the period of suspension without imposition of liquidated damages pursuant to GCC Sub-Clause 26.2;

b) payments due to the Contractor in accordance with the provision specified in the Appendix (Terms and Procedures of Payment) to the Contract Agreement, which would not have been payable in normal circumstances due to non-completion of the subject activities, shall be released to the Contractor against submission of a security in the form of a bank guarantee of equivalent amount acceptable to the Employer, and which shall become null and void when the Contractor will have complied with its obligations regarding those payments, subject to the provision of Sub-Clause 25.5.3 below;

c) the expenses towards the above security and extension of other securities under the contract, of which validity needs to be extended, shall be reimbursed to the Contractor by the Employer; and

d) the additional charges towards the care of the Facilities pursuant to GCC Sub-Clause 32.1 shall be reimbursed to the Contractor by the Employer for the period between the notification mentioned above and the notification mentioned in Sub-Clause 25.5.4 below. The provision of GCC Sub-Clause 32.2 shall apply to the Facilities during the same period.

25.5.3 In the event that the period of suspension under above Sub- Clause 25.5.1 actually exceeds one hundred eighty (180) days, the Employer and Contractor shall mutually agree to any additional compensation payable to the Contractor.

25.5.4 When the Contractor is notified by the Project Manager that the plant is ready for Pre commissioning, the Contractor shall proceed without delay in performing all the specified activities and obligations under the contract.

GUARANTEES AND LIABILITIES




26. Completion Time Guarantee

26.1 The Contractor guarantees that it shall attain Completion of the Facilities (or a part for which a separate time for completion is specified) within the Time for Completion specified in the SCC pursuant to GCC Sub-Clause 8.2, or within such extended time to which the Contractor shall be entitled under GCC Clause 40 hereof.

26.2 If the Contractor fails to attain Completion of the Facilities or any part thereof within the Time for Completion or any extension thereof under GCC Clause, the Contractor shall pay to the Employer liquidated damages in the amount specified in the SCC as a value rate of the Contract Price or the relevant part thereof. The aggregate amount of such liquidated damages shall in no event exceed the amount specified as “Maximum” in the SCC as a Value of the Contract Price. Once the “Maximum” is reached, the Employer may consider termination of the Contract, pursuant to GCC Sub-Clause 42.2.2. Such payment shall completely satisfy the Contractor’s obligation to attain Completion of the Facilities or the relevant part thereof within the Time for Completion or any extension thereof under GCC Clause 40. The Contractor shall have no further liability whatsoever to the Employer in respect thereof.

26.3 However, the payment of liquidated damages shall not in any way relieve the Contractor from any of its obligations to complete the Facilities or from any other obligations and liabilities of the Contractor under the Contract.

26.4 Save for liquidated damages payable under this GCC Sub-Clause 26.2, the failure by the Contractor to attain any milestone or other act, matter or thing by any date specified in the Appendix (Time Schedule) to the Contract Agreement and/or other program of work prepared pursuant to GCC Sub-Clause 18.2 shall not render the Contractor liable for any loss or damage thereby suffered by the Employer.

26.5 If the Contractor attains Completion of the Facilities or any part thereof before the Time for Completion or any extension thereof under GCC Clause 40, the Employer shall pay to the Contractor a bonus in the amount specified in the SCC. The aggregate amount of such bonus shall in no event exceed the amount specified as “Maximum” in the SCC.

27. Defect Liability

27.1 The Contractor warrants that the Facilities or any part thereof shall be free from defects in the incidental design, engineering, materials, and workmanship of the Plant supplied and of the work executed.

27.2 The Defect Liability Period shall be 3 (Three Years) from the date of Completion of the Facilities (or any part thereof) unless specified otherwise in the SCC pursuant to GCC Sub-Clause 27.10.

27.3 If during the Defect Liability Period any defect should be found in the incidental design, engineering, materials and workmanship of the Plant supplied or of the work executed by the Contractor, the Contractor shall promptly, in consultation and agreement with the Employer regarding appropriate remedying of the defects, and at its cost, repair, replace or otherwise make good as the Contractor shall determine at its discretion, such defect as well as any damage to the Facilities caused by such defect. The Contractor shall not be responsible for the repair, replacement or making good of any defector of any damage to the Facilities arising out of or resulting from any of the following causes:

a) improper operation or maintenance of the Facilities by the Employer; b) operation of the Facilities outside specifications provided in the Contract; or c) normal wear and tear.

27.4 The Contractor’s obligations under this GCC Clause 27 shall not apply to:




a) any materials that are supplied by the Employer under GCC Sub- Clause 21.2, are normally consumed in operation, or have a normal life shorter than the Defect Liability Period stated herein;

b) any designs, specifications or other data designed, supplied or specified by or on behalf of the Employer or any matters for which the Contractor has disclaimed responsibility herein; or

c) any other materials supplied, or any other work executed by or on behalf of the Employer, except for the work executed by the Employer under GCC Sub-Clause 27.7.

27.5 The Employer shall give the Contractor a notice stating the nature of any such defect together with all available evidence thereof, promptly following the discovery thereof. The Employer shall afford all reasonable opportunity for the Contractor to inspect any such defect.

27.6 The Employer shall afford the Contractor all necessary access to the Facilities and the Site to enable the Contractor to perform its obligations under this GCC Clause 27.

27.7 The Contractor may, with the consent of the Employer, remove from the Site any Plant or any part of the Facilities that are defective if the nature of the defect, and/or any damage to the Facilities caused by the defect, is such that repairs cannot be expeditiously carried out at the Site.

27.8 If the repair, replacement, or making good is of such a character that it may affect the efficiency of the Facilities or any part thereof, the Employer may give to the Contractor a notice requiring that tests of the defective part of the Facilities shall be made by the Contractor immediately upon completion of such remedial work, whereupon the Contractor shall carry out such tests.

27.9 If such part fails the tests, the Contractor shall carry out further repair, replacement, or making good, as the case may be, until that part of the Facilities passes such tests. The tests shall be agreed upon by the Employer and the Contractor.

27.10 If the Contractor fails to commence the work necessary to remedy such defect or any damage to the Facilities caused by such defect within a reasonable time (which shall in no event be considered to be less than fifteen (15) days), the Employer may, following notice to the Contractor, proceed to do such work, and the reasonable costs incurred by the Employer in connection therewith shall be paid to the Employer by the Contractor or may be deducted by the Employer from any monies due the Contractor or claimed under the Performance Security.

27.11 If the Facilities or any part thereof cannot be used by reason of such defect and/or making good of such defect, the Defect Liability Period of the Facilities or such part, as the case may be, shall be extended by a period equal to the period during which the Facilities or such part cannot be used by the Employer because of any of the aforesaid reasons.

27.12 Except as provided in GCC Clauses 27 and 33, the Contractor shall be under no liability whatsoever and howsoever arising, and whether under the Contract or at law, in respect of defects in the Facilities or any part thereof, the Plant, design or engineering or work executed that appear after Completion of the Facilities or any part thereof, except where such defects are the result of the gross negligence, fraud, criminal or willful action of the Contractor.

27.13 In addition, any such component of the Facilities and during the period of time as may be specified in the SCC shall be subject to an extended Defect Liability Period. Such obligation of the Contractor shall be in addition to the Defect Liability Period specified under GCC Sub- Clause 27.2.

28. Functional Guarantees




28.1 The Contractor guarantees that during the Guarantee Test, the Facilities and all parts thereof shall attain the Functional Guarantees specified in the Appendix (Functional Guarantees) to the Contract Agreement, subject to and upon the conditions therein specified.

28.2 If, for reasons attributable to the Contractor, the minimum level of the Functional Guarantees specified in the Appendix (Functional Guarantees) to the Contract Agreement are not met either in whole or in part, the Contractor shall at its cost and expense make such changes, modifications and/or additions to the Plant or any part thereof as may be necessary to meet at least the minimum level of such Guarantees. The Contractor shall notify the Employer upon completion of the necessary changes, modifications, and/or additions, and shall request the Employer to repeat the Guarantee Test until the minimum level of the Guarantees has been met. If the Contractor eventually fails to meet the minimum level of Functional Guarantees, the Employer may consider termination of the Contract, pursuant to GCC Sub-Clause 42.2.2.

28.3 If, for reasons attributable to the Contractor, the Functional Guarantees specified in the Appendix (Functional Guarantees) to the Contract Agreement are not attained either in whole or in part, but the minimum level of the Functional Guarantees specified in the said Appendix to the Contract Agreement is met, the Contractor shall, at the Contractor’s option, either:

a) make such changes, modifications and/or additions to the Facilities or any part thereof that are necessary to attain the Functional Guarantees at its cost and expense, and shall request the Employer to repeat the Guarantee Test or

b) pay liquidated damages to the Employer in respect of the failure to meet the Functional Guarantees in accordance with the provisions in the Appendix (Functional Guarantees) to the Contract Agreement.

28.4 The payment of liquidated damages under GCC Sub-Clause 28.3, up to the limitation of liability specified in the Appendix (Functional Guarantees) to the Contract Agreement, shall completely satisfy the Contractor’s guarantees under GCC Sub-Clause 28.3, and the Contractor shall have no further liability whatsoever to the Employer in respect thereof. Upon the payment of such liquidated damages by the Contractor, the Project Manager shall issue the Operational Acceptance Certificate for the Facilities or any part thereof in respect of which the liquidated damages have been so paid.

29. Patent Indemnity

29.1 The Contractor shall, subject to the Employer’s compliance with GCC Sub-Clause 29.2, indemnify and hold harmless the Employer and its employees and officers from and against any and all suits, actions or administrative proceedings, claims, demands, losses, damages, costs, and expenses of whatsoever nature, including attorney’s fees and expenses, which the Employer may suffer as a result of any infringement or alleged infringement of any patent, utility model, registered design, trademark, copyright or other intellectual property right registered or otherwise existing at the date of the Contract by reason of: (a) the installation of the Facilities by the Contractor or the use of the Facilities in the country where the Site is located; and (b) the sale of the products produced by the Facilities in any country.

29.2 Such indemnity shall not cover any use of the Facilities or any part thereof other than for the purpose indicated by or to be reasonably inferred from the Contract, any infringement resulting from the use of the Facilities or any part thereof, or any products produced thereby in association or combination with any other equipment, plant or materials not supplied by the Contractor, pursuant to the Contract Agreement.




29.3 If any proceedings are brought or any claim is made against the Employer arising out of the matters referred to in GCC Sub-Clause 29.1, the Employer shall promptly give the Contractor a notice thereof, and the Contractor may at its own expense and in the Employer’s name conduct such proceedings or claim and any negotiations for the settlement of any such proceedings or claim.

29.4 If the Contractor fails to notify the Employer within twenty-eight (28) days after receipt of such notice that it intends to conduct any such proceedings or claim, then the Employer shall be free to conduct the same on its own behalf. Unless the Contractor has so failed to notify the Employer within the twenty-eight (28) day period, the Employer shall make no admission that may be prejudicial to the defense of any such proceedings or claim.

29.5 The Employer shall, at the Contractor’s request, afford all available assistance to the Contractor in conducting such proceedings or claim, and shall be reimbursed by the Contractor for all reasonable expenses incurred in so doing.

29.6 The Employer shall indemnify and hold harmless the Contractor and its employees, officers and Subcontractors from and against any and all suits, actions or administrative proceedings, claims, demands, losses, damages, costs, and expenses of whatsoever nature, including attorney’s fees and expenses, which the Contractor may suffer as a result of any infringement or alleged infringement of any patent, utility model, registered design, trademark, copyright or other intellectual property right registered or otherwise existing at the date of the Contract arising out of or in connection with any design, data, drawing, specification, or other documents or materials provided or designed by or on behalf of the Employer.

30. Limitation of Liability

Except in cases of criminal negligence or willful misconduct, the Contractor shall not be

liable to the Employer, whether in contract, tort, or otherwise, for any indirect or

consequential loss or damage, loss of use, loss of production, or loss of profits or interest

costs, provided that this exclusion shall not apply to any obligation of the Contractor to pay

liquidated damages to the Employer and the aggregate liability of the Contractor to the

Employer, whether under the Contract, in tort or otherwise, shall not exceed a multiple of

the Contract Price specified in the SCC or, if a multiple is not so specified, the total Contract

Price, provided that this limitation shall not apply to the cost of repairing or replacing

defective equipment, or to any obligation of the Contractor to indemnify the Employer with

respect to patent infringement.

RISK DISTRIBUTION

31. Transfer of Ownership

31.1 Ownership of the Plant (including spare parts) to be imported into the country where the Site is located shall be transferred to the Employer upon loading on to the mode of transport to be used to convey the Plant from the country of origin to that country.

31.2 Ownership of the Plant (including spare parts) procured in the country where the Site is located shall be transferred to the Employer when the Plant are brought on to the Site.




31.3 Ownership of the Contractor’s Equipment used by the Contractor and its Subcontractors in connection with the Contract shall remain with the Contractor or its Subcontractors.

31.4 Ownership of any Plant in excess of the requirements for the Facilities shall revert to the Contractor upon Completion of the Facilities or at such earlier time when the Employer and the Contractor agree that the Plant in question are no longer required for the Facilities.

31.5 Notwithstanding the transfer of ownership of the Plant, the responsibility for care and custody thereof together with the risk of loss or damage thereto shall remain with the Contractor pursuant to GCC Clause 32 (Care of Facilities) hereof until Completion of the Facilities or the part thereof in which such Plant are incorporated.

32. Care of Facilities

32.1 The Contractor shall be responsible for the care and custody of the Facilities or any part thereof until the date of Completion of the Facilities pursuant to GCC Clause 24 or, where the Contract provides for Completion of the Facilities in parts, until the date of Completion of the relevant part, and shall make good at its own cost any loss or damage that may occur to the Facilities or the relevant part thereof from any cause whatsoever during such period. The Contractor shall also be responsible for any loss or damage to the Facilities caused by the Contractor or its Subcontractors in the course of any work carried out, pursuant to GCC Clause 27. Notwithstanding the foregoing, the Contractor shall not be liable for any loss or damage to the Facilities or that part thereof caused by reason of any of the matters specified or referred to in paragraphs (a), (b) and (c) of GCC Sub-Clauses 32.2 and 38.1.

32.2 If any loss or damage occurs to the Facilities or any part thereof or to the Contractor’s temporary facilities by reason of

a) insofar as they relate to the country where the Site is located, nuclear reaction, nuclear radiation, radioactive contamination, pressure wave caused by aircraft or other aerial objects, or any other occurrences that an experienced contractor could not reasonably foresee, or if reasonably foreseeable could not reasonably make provision for or insure against, insofar as such risks are not normally insurable on the insurance market and are mentioned in the general exclusions of the policy; or

b) insurance, including War Risks and Political Risks, taken out under GCC Clause 34 hereof; or any use or occupation by the Employer or any third party other than a Subcontractor, authorized by the Employer of any part of the Facilities; or

c) any use of or reliance upon any design, data or specification provided or designated by or on behalf of the Employer, or any such matter for which the Contractor has disclaimed responsibility herein, the Employer shall pay to the Contractor all sums payable in respect of the Facilities executed, notwithstanding that the same be lost, destroyed or damaged, and will pay to the Contractor the replacement value of all temporary facilities and all parts thereof lost, destroyed or damaged.

If the Employer requests the Contractor in writing to make good any loss or damage to the

Facilities thereby occasioned, the Contractor shall make good the same at the cost of the

Employer in accordance with GCC Clause 39. If the Employer does not request the

Contractor in writing to make good any loss or damage to the Facilities thereby occasioned,

the Employer shall either request a change in accordance with GCC Clause 39, excluding

the performance of that part of the Facilities thereby lost, destroyed or damaged, or, where

the loss or damage affects a substantial part of the Facilities, the Employer shall terminate

the Contract pursuant to GCC Sub-Clause 42.1 hereof.




32.3 The Contractor shall be liable for any loss of or damage to any Contractor’s Equipment, or any other property of the Contractor used or intended to be used for purposes of the Facilities, except

(i) as mentioned in GCC Sub-Clause 32.2 with respect to the Contractor’s temporary facilities, and

(ii) where such loss or damage arises by reason of any of the matters specified in GCC Sub-Clauses 32.2 b) and c) and 38.1.

32.4 With respect to any loss or damage caused to the Facilities or any part thereof or to the Contractor’s Equipment by reason of any of the matters specified in GCC Sub-Clause 38.1, the provisions of GCC Sub- Clause 38.3 shall apply.

33. Loss of or Damage to Property; Accident or Injury to Workers; Indemnification

33.1 Subject to GCC Sub-Clause 33.3, the Contractor shall indemnify and hold harmless the Employer and its employees and officers from and against any and all suits, actions or administrative proceedings, claims, demands, losses, damages, costs, and expenses of whatsoever nature, including attorney’s fees and expenses, in respect of the death or injury of any person or loss of or damage to any property other than the Facilities whether accepted or not, arising in connection with the supply and installation of the Facilities and by reason of the negligence of the Contractor or its Subcontractors, or their employees, officers or agents, except any injury, death or property damage caused by the negligence of the Employer, its contractors, employees, officers or agents.

33.2 If any proceedings are brought or any claim is made against the Employer that might subject the Contractor to liability under GCC Sub- Clause 33.1, the Employer shall promptly give the Contractor a notice thereof and the Contractor may at its own expense and in the Employer’s name conduct such proceedings or claim and any negotiations for the settlement of any such proceedings or claim.

33.3 If the Contractor fails to notify the Employer within twenty-eight (28) days after receipt of such notice that it intends to conduct any such proceedings or claim, then the Employer shall be free to conduct the same on its own behalf. Unless the Contractor has so failed to notify the Employer within the twenty-eight (28) day period, the Employer shall make no admission that may be prejudicial to the defense of any such proceedings or claim.

33.4 The Employer shall, at the Contractor’s request, afford all available assistance to the Contractor in conducting such proceedings or claim, and shall be reimbursed by the Contractor for all reasonable expenses incurred in so doing.

33.5 The Employer shall indemnify and hold harmless the Contractor and its employees, officers and Subcontractors from any liability for loss of or damage to property of the Employer, other than the Facilities not yet taken over, that is caused by fire, explosion or any other perils, in excess of the amount recoverable from insurances procured under GCC Clause 34, provided that such fire, explosion or other perils were not caused by any act or failure of the Contractor.

33.6 The party entitled to the benefit of an indemnity under this GCC Clause 33 shall take all reasonable measures to mitigate any loss or damage which has occurred. If the party fails to take such measures, the other party’s liabilities shall be correspondingly reduced.

34. Insurance

34.1 To the extent specified in the Appendix (Insurance Requirements) to the Contract Agreement, the Contractor shall at its expense take out and maintain in effect, or cause to be taken out and maintained in effect, during the performance of the Contract, the insurances set forth below in the sums and with the deductibles and other conditions




specified in the said Appendix. The identity of the insurers and the form of the policies shall be subject to the approval of the Employer, who should not unreasonably withhold such approval.

34.2 Cargo Insurance During Transport

Covering loss or damage occurring while in transit from the Contractor’s or Subcontractor’s

works or stores until arrival at the Site, to the Plant (including spare parts therefore) and to

the Contractor’s Equipment.

34.3 Installation All Risks Insurance

Covering physical loss or damage to the Facilities at the Site, occurring prior to Completion

of the Facilities, with extended maintenance coverage for the Contractor’s liability in respect

of any loss or damage occurring during the Defect Liability Period while the Contractor is

on the Site for the purpose of performing its obligations during the Defect Liability Period.

34.4 Third Party Liability Insurance

Covering bodily injury or death suffered by third parties including the Employer’s personnel,

and loss of or damage to property occurring in connection with the supply and installation

of the Facilities.

34.5 Automobile Liability Insurance

Covering use of all vehicles used by the Contractor or its Subcontractors, whether or not

owned by them, in connection with the execution of the Contract.

34.6 Workers’ Compensation

In accordance with the statutory requirements applicable in any country where the Contract

or any part thereof is executed.

34.7 Employer’s Liability

In accordance with the statutory requirements applicable in any country where the Contract

or any part thereof is executed.

34.8 Other Insurances

Such other insurances as may be specifically agreed upon by the parties hereto as per the

requirements of the Contract Agreement.

34.9 The Employer shall be named as co-insured under all insurance policies taken out by the Contractor pursuant to GCC Sub-Clause 34.1, except for the Third Party Liability, Workers’ Compensation and Employer’s Liability Insurances, and the Contractor’s Subcontractors shall be named as co-insureds under all insurance policies taken out by the Contractor pursuant to GCC Sub-Clause 34.1 except for the Cargo Insurance During Transport, Workers’ Compensation and Employer’s Liability Insurances. All insurer’s rights of subrogation against such co- insureds for losses or claims arising out of the performance of the Contract shall be waived under such policies.




34.10 The Contractor shall, in accordance with the provisions of the Appendix (Insurance Requirements) to the Contract Agreement, deliver to the Employer certificates of insurance or copies of the insurance policies as evidence that the required policies are in full force and effect. The certificates shall provide that no less than twenty-one (21) days’ notice shall be given to the Employer by insurers prior to cancellation or material modification of a policy.

34.11 The Contractor shall ensure that, where applicable, its Subcontractor(s) shall take out and maintain in effect adequate insurance policies for their personnel and vehicles and for work executed by them under the Contract, unless such Subcontractors are covered by the policies taken out by the Contractor.

34.12 The Employer shall at its expense take out and maintain in effect during the performance of the Contract those insurances specified in the Appendix (Insurance Requirements) to the Contract Agreement, in the sums and with the deductibles and other conditions specified in the said Appendix. The Contractor and the Contractor’s Subcontractors shall be named as co-insureds under all such policies. All insurers’ rights of subrogation against such co-insureds for losses or claims arising out of the performance of the Contract shall be waived under such policies. The Employer shall deliver to the Contractor satisfactory evidence that the required insurances are in full force and effect. The policies shall provide that not less than twenty-one (21) days’ notice shall be given to the Contractor by all insurers prior to any cancellation or material modification of the policies. If so requested by the Contractor, the Employer shall provide copies of the policies taken out by the Employer under this GCC Sub-Clause 34.5.

34.13 If the Contractor fails to take out and/or maintain in effect the insurances referred to in GCC Sub-Clause 34.1, the Employer may take out and maintain in effect any such insurances and may from time to time deduct from any amount due the Contractor under the Contract any premium that the Employer shall have paid to the insurer, or may otherwise recover such amount as a debt due from the Contractor. If the Employer fails to take out and/or maintain in effect the insurances referred to in GCC 34.5, the Contractor may take out and maintain in effect any such insurances and may from time to time deduct from any amount due the Employer under the Contract any premium that the Contractor shall have paid to the insurer, or may otherwise recover such amount as a debt due from the Employer. If the Contractor fails to or is unable to take out and maintain in effect any such insurances, the Contractor shall nevertheless have no liability or responsibility towards the Employer, and the Contractor shall have full recourse against the Employer for any and all liabilities of the Employer herein.

34.14 Unless otherwise provided in the Contract, the Contractor shall prepare and conduct all and any claims made under the policies affected by it pursuant to this GCC Clause 34, and all monies payable by any insurers shall be paid to the Contractor. The Employer shall give to the Contractor all such reasonable assistance as may be required by the Contractor. With respect to insurance claims in which the Employer’s interest is involved, the Contractor shall not give any release or make any compromise with the insurer without the prior written consent of the Employer. With respect to insurance claims in which the Contractor’s interest is involved, the Employer shall not give any release or make any compromise with the insurer without the prior written consent of the Contractor.

35. Unforeseen Conditions

35.1 If, during the execution of the Contract, the Contractor shall encounter on the Site any physical conditions other than climatic conditions, or artificial obstructions that could not have been reasonably foreseen prior to the date of the Contract Agreement by an experienced contractor on the basis of reasonable examination of the data relating to the




Facilities including any data as to boring tests, provided by the Employer, and on the basis of information that it could have obtained from a visual inspection of the Site if access thereto was available, or other data readily available to it relating to the Facilities, and if the Contractor determines that it will in consequence of such conditions or obstructions incur additional cost and expense or require additional time to perform its obligations under the Contract that would not have been required if such physical conditions or artificial obstructions had not been encountered, the Contractor shall promptly, and before performing additional work or using additional Plant or Contractor’s Equipment, notify the Project Manager in writing of

a) the physical conditions or artificial obstructions on the Site that could not have been reasonably foreseen;

b) the additional work and/or Plant and/or Contractor’s Equipment required, including the steps which the Contractor will or proposes to take to overcome such conditions or obstructions;

c) the extent of the anticipated delay; and

d) the additional cost and expense that the Contractor is likely to incur.

35.2 On receiving any notice from the Contractor under this GCC Sub-Clause 35.1, the Project Manager shall promptly consult with the Employer and Contractor and decide upon the actions to be taken to overcome the physical conditions or artificial obstructions encountered. Following such consultations, the Project Manager shall instruct the Contractor, with a copy to the Employer, of the actions to be taken.

35.3 Any reasonable additional cost and expense incurred by the Contractor in following the instructions from the Project Manager to overcome such physical conditions or artificial obstructions referred to in GCC Sub-Clause 35.1 shall be paid by the Employer to the Contractor as an addition to the Contract Price.

35.4 If the Contractor is delayed or impeded in the performance of the Contract because of any such physical conditions or artificial obstructions referred to in GCC Sub-Clause 35.1, the Time for Completion shall be extended in accordance with GCC Clause 40.

36. Change in Laws and Regulations

If, after the date twenty-eight (28) days prior to the date of Bid submission, in the country

where the Site is located, any law, regulation, ordinance, order or by-law having the force

of law is enacted, promulgated, abrogated or changed which shall be deemed to include

any change in interpretation or application by the competent authorities, that subsequently

affects the costs and expenses of the Contractor and/or the Time for Completion, the

Contract Price shall be correspondingly increased or decreased, and/or the Time for

Completion shall be reasonably adjusted to the extent that the Contractor has thereby been

affected in the performance of any of its obligations under the Contract. Notwithstanding

the foregoing, such additional or reduced costs shall not be separately paid or credited if

the same has already been accounted for in the price adjustment provisions where

applicable, in accordance with the SCC, pursuant to GCC Sub-Clause 11.2.

37. Force Majeure




37.1 “Force Majeure” shall mean any event beyond the reasonable control of the Employer or of the Contractor, as the case may be, and which is unavoidable notwithstanding the reasonable care of the party affected, and shall include, without limitation, the following:

a) war, hostilities or warlike operations whether a state of war be declared or not, invasion, act of foreign enemy and civil war

b) rebellion, revolution, insurrection, mutiny, usurpation of civil or military government, conspiracy, riot, civil commotion and terrorist acts

c) confiscation, nationalization, mobilization, commandeering or requisition by or under the order of any government or de jure or de facto authority or ruler or any other act or failure to act of any local state or national government authority

d) strike, sabotage, lockout, embargo, import restriction, port congestion, lack of usual means of public transportation and communication, industrial dispute, shipwreck, shortage or restriction of power supply, epidemics, quarantine and plague

e) earthquake, landslide, volcanic activity, fire, flood or inundation, tidal wave, typhoon or cyclone, hurricane, storm, lightning, or other inclement weather condition, nuclear and pressure waves or other natural or physical disaster

f) shortage of labor, materials or utilities where caused by circumstances that are themselves Force Majeure.

37.2 If either party is prevented, hindered, or delayed from or in performing any of its obligations under the Contract by an event of Force Majeure, then it shall notify the other in writing of the occurrence of such event and the circumstances thereof within fourteen (14) days after the occurrence of such event.

37.3 The party who has given such notice shall be excused from the performance or punctual performance of its obligations under the Contract for so long as the relevant event of Force Majeure continues and to the extent that such party’s performance is prevented, hindered or delayed. The Time for Completion shall be extended in accordance with GCC Clause 40.

37.4 The party or parties affected by the event of Force Majeure shall use reasonable efforts to mitigate the effect thereof upon its or their performance of the Contract and to fulfill its or their obligations under the Contract, but without prejudice to either party’s right to terminate the Contract under GCC Sub-Clauses 37.6 and 38.5.

37.5 No delay or nonperformance by either party hereto caused by the occurrence of any event of Force Majeure shall:

a) constitute a default or breach of the Contract, or b) give rise to any claim for damages or additional cost or expense occasioned thereby,

subject to GCC Sub-Clauses 32.2, 38.3 and 38.4 if and to the extent that such delay or nonperformance is caused by the occurrence of an event of Force Majeure.

37.6 If the performance of the Contract is substantially prevented, hindered or delayed for a single period of more than sixty (60) days or an aggregate period of more than one hundred and twenty (120) days on account of one or more events of Force Majeure during the currency of the Contract, the parties will attempt to develop a mutually satisfactory solution, failing which either party may terminate the Contract by giving a notice to the other, but without prejudice to either party’s right to terminate the Contract under GCC Sub-Clause 38.5.

37.7 In the event of termination pursuant to GCC Sub-Clause 37.6, the rights and obligations of the Employer and the Contractor shall be as specified in GCC Sub-Clauses 42.1.2 and 42.1.3.

37.8 Notwithstanding GCC Sub-Clause 37.5, Force Majeure shall not apply to any obligation of the Employer to make payments to the Contractor herein.




38. War Risks

Deleted

CHANGE IN CONTRACT ELEMENTS

39. Change in the Facilities

39.1 Introducing a Change

39.1.1 Subject to GCC Sub-Clauses 39.2.5 and 39.2.7, the Employer shall have the right to propose, and subsequently require, that the Project Manager order the Contractor from time to time during the performance of the Contract to make any change, modification, addition or deletion to, in or from the Facilities hereinafter called “Change”, provided that such Change falls within the general scope of the Facilities and does not constitute unrelated work and that it is technically practicable, taking into account both the state of advancement of the Facilities and the technical compatibility of the Change envisaged with the nature of the Facilities as specified in the Contract.

39.1.2 The Contractor may from time to time during its performance of the Contract propose to the Employer with a copy to the Project Manager, any Change that the Contractor considers necessary or desirable to improve the quality, efficiency or safety of the Facilities. The Employer may at its discretion approve or reject any Change proposed by the Contractor, provided that the Employer shall approve any Change proposed by the Contractor to ensure the safety of the Facilities.

39.1.3 Notwithstanding GCC Sub-Clauses 39.1.1 and 39.1.2, no change made necessary because of any default of the Contractor in the performance of its obligations under the Contract shall be deemed to be a Change, and such change shall not result in any adjustment of the Contract Price or the Time for Completion.

39.1.4 The procedure on how to proceed with and execute Changes is specified in GCC Sub-Clauses 39.2 and 39.3, and further details and forms are provided in the Employer’s Requirements (Forms and Procedures).

39.2 Changes Originating from Employer

39.2.1 If the Employer proposes a Change pursuant to GCC Sub- Clause 39.1.1, it shall send to the Contractor a “Request for Change Proposal,” requiring the Contractor to prepare and furnish to the Project Manager as soon as reasonably practicable a “Change Proposal,” which shall include the following:

a) brief description of the Change b) effect on the Time for Completion c) estimated cost of the Change d) effect on Functional Guarantees (if any) e) effect on the Facilities f) effect on any other provisions of the Contract.

39.2.2 Prior to preparing and submitting the “Change Proposal,” the Contractor shall submit to the Project Manager an “Estimate for Change Proposal,” which shall be an estimate of the cost of preparing and submitting the Change Proposal.

39.2.3 Upon receipt of the Contractor’s Estimate for Change Proposal, the Employer shall do one of the following:

a) accept the Contractor’s estimate with instructions to the Contractor to proceed with the preparation of the Change Proposal;




b) advise the Contractor of any part of its Estimate for Change Proposal that is unacceptable and request the Contractor to review its estimate;

c) advise the Contractor that the Employer does not intend to proceed with the Change.

Upon receipt of the Employer’s instruction to proceed under GCC Sub-Clause 39.2.2 (a),

the Contractor shall, with proper expedition, proceed with the preparation of the Change

Proposal, in accordance with GCC Sub-Clause 39.2.1.

39.2.4 The pricing of any Change shall, as far as practicable, be calculated in accordance with the rates and prices included in the Contract. If such rates and prices are inequitable, the parties thereto shall agree on specific rates for the valuation of the Change.

39.2.5 If before or during the preparation of the Change Proposal it becomes apparent that the aggregate effect of compliance therewith and with all other Change Orders that have already become binding upon the Contractor under this GCC Clause 39 would be to increase or decrease the Contract Price as originally set forth in Article 3 (Contract Price) of the Contract Agreement by more than twenty percent (20%), the Contractor may give a written notice of objection thereto prior to furnishing the Change Proposal as aforesaid. If the Employer accepts the Contractor’s objection, the Employer shall withdraw the proposed Change and shall notify the Contractor in writing thereof.

39.2.6 The Contractor’s failure to so object shall neither affect its right to object to any subsequent requested Changes or Change Orders herein, nor affect its right to take into account, when making such subsequent objection, the percentage increase or decrease in the Contract Price that any Change not objected to by the Contractor represents.

39.2.7 Upon receipt of the Change Proposal, the Employer and the Contractor shall mutually agree upon all matters therein contained. Within fourteen (14) days after such agreement, the Employer shall, if it intends to proceed with the Change, issue the Contractor with a Change Order.

39.2.8 If the Employer is unable to reach a decision within fourteen (14) days, it shall notify the Contractor with details of when the Contractor can expect a decision.

39.2.9 If the Employer decides not to proceed with the Change for whatever reason, it shall, within the said period of fourteen (14) days, notify the Contractor accordingly. Under such circumstances, the Contractor shall be entitled to reimbursement of all costs reasonably incurred by it in the preparation of the Change Proposal, provided that these do not exceed the amount given by the Contractor in its Estimate for Change Proposal submitted in accordance with GCC Sub-Clause 39.2.2.

39.2.10 If the Employer and the Contractor cannot reach agreement on the price for the Change, an equitable adjustment to the Time for Completion, or any other matters identified in the Change Proposal, the Employer may nevertheless instruct the Contractor to proceed with the Change by issue of a “Pending Agreement Change Order.”

39.2.11 Upon receipt of a Pending Agreement Change Order, the Contractor shall immediately proceed with effecting the Changes covered by such Order. The parties shall thereafter attempt to reach agreement on the outstanding issues under the Change Proposal.

39.2.12 If the parties cannot reach agreement within sixty (60) days from the date of issue of the Pending Agreement Change Order, then the matter may be referred to the Dispute Board in accordance with the provisions of GCC Sub-Clause 44.1.

39.3 Changes Originating from Contractor

39.3.1 If the Contractor proposes a Change pursuant to GCC Sub- Clause 39.1.2, the Contractor shall submit to the Project Manager a written “Application for Change Proposal,” giving




reasons for the proposed Change and including the information specified in GCC Sub- Clause 39.2.1.

39.3.2 Upon receipt of the Application for Change Proposal, the parties shall follow the procedures outlined in GCC Sub-Clauses 39.2.6 and 39.2.7. However, should the Employer choose not to proceed, the Contractor shall not be entitled to recover the costs of preparing the Application for Change Proposal.

40. Extension of Time for Completion

40.1 The Time(s) for Completion specified in the SCC shall be extended if the Contractor is delayed or impeded in the performance of any of its obligations under the Contract by reason of any of the following:

a) any Change in the Facilities as provided in GCC Clause 39 b) any occurrence of Force Majeure as provided in GCC Clause 37, unforeseen conditions

as provided in GCC Clause 35, or other occurrence of any of the matters specified or referred to in paragraphs (a), (b) and (c) of GCC Sub-Clause 32.2

c) any suspension order given by the Employer under GCC Clause 41 hereof or reduction in the rate of progress pursuant to GCC Sub- Clause 41.2 or

d) any changes in laws and regulations as provided in GCC Clause 36 or e) any default or breach of the Contract by the Employer, or any activity, act or omission

of the Employer, or the Project Manager, or any other contractors employed by the Employer or

f) any other matter specifically mentioned in the Contract g) any delay on the part of a sub-contractor, provided such delay is due to a cause for

which the Contractor himself would have been entitled to an extension of time under this sub-clause by such period as shall be fair and reasonable in all the circumstances and as shall fairly reflect the delay or impediment sustained by the Contractor.

40.2 Except where otherwise specifically provided in the Contract, the Contractor shall submit to the Project Manager a notice of a claim for an extension of the Time for Completion, together with particulars of the event or circumstance justifying such extension as soon as reasonably practicable after the commencement of such event or circumstance. As soon as reasonably practicable after receipt of such notice and supporting particulars of the claim, the Employer and the Contractor shall agree upon the period of such extension. In the event that the Contractor does not accept the Employer’s estimate of a fair and reasonable time extension, the Contractor shall be entitled to refer the matter to a Dispute Board, pursuant to GCC Clause 44

40.3 The Contractor shall at all times use its reasonable efforts to minimize any delay in the performance of its obligations under the Contract.

40.4 In all cases where the Contractor has given a notice of a claim for an extension of time under GCC 40.2, the Contractor shall consult with the Project Manager in order to determine the steps (if any) which can be taken to overcome or minimize the actual or anticipated delay. The Contractor shall there after comply with all reasonable instructions which the Project Manager shall give in order to minimize such delay. If compliance with such instructions shall cause the Contractor to incur extra costs and the Contractor is entitled to an extension of time under GCC Sub Clause 40.1, the amount of such extra costs shall be added to the Contract Price.

41. Suspension

41.1 The Employer may request the Project Manager, by notice to the Contractor, to order the Contractor to suspend performance of any or all of its obligations under the Contract. Such notice shall specify the obligation of which performance is to be suspended, the effective




date of the suspension and the reasons therefor. The Contractor shall thereupon suspend performance of such obligation, except those obligations necessary for the care or preservation of the Facilities, until ordered in writing to resume such performance by the Project Manager. If, by virtue of a suspension order given by the Project Manager, other than by reason of the Contractor’s default or breach of the Contract, the Contractor’s performance of any of its obligations is suspended for an aggregate period of more than ninety (90) days, then at any time thereafter and provided that at that time such performance is still suspended, the Contractor may give a notice to the Project Manager requiring that the Employer shall, within twenty-eight (28) days of receipt of the notice, order the resumption of such performance or request and subsequently order a change in accordance with GCC Clause 39, excluding the performance of the suspended obligations from the Contract.

41.2 If the Employer fails to do so within such period, the Contractor may, by a further notice to the Project Manager, elect to treat the suspension, where it affects a part only of the Facilities, as a deletion of such part in accordance with GCC Clause 39 or, where it affects the whole of the Facilities, as termination of the Contract under GCC Sub-Clause 42.1. if:

a) the Employer has failed to pay the Contractor any sum due under the Contract within the specified period, has failed to approve any invoice or supporting documents without just cause pursuant to the Appendix (Terms and Procedures of Payment) to the Contract Agreement, or commits a substantial breach of the Contract, the Contractor may give a notice to the Employer that requires payment of such sum, with interest thereon as stipulated in GCC Sub-Clause 12.3, requires approval of such invoice or supporting documents, or specifies the breach and requires the Employer to remedy the same, as the case may be. If the Employer fails to pay such sum together with such interest, fails to approve such invoice or supporting documents or give its reasons for withholding such approval, or fails to remedy the breach or take steps to remedy the breach within fourteen (14) days after receipt of the Contractor’s notice or

b) the Contractor is unable to carry out any of its obligations under the Contract for any reason attributable to the Employer, including but not limited to the Employer’s failure to provide possession of or access to the Site or other areas in accordance with GCC Sub-Clause 10.2, or failure to obtain any governmental permit necessary for the execution and/or completion of the Facilities, Then the Contractor may by fourteen (14) days’ notice to the Employer suspend performance of all or any of its obligations under the Contract, or reduce the rate of progress.

41.3 If the Contractor’s performance of its obligations is suspended or the rate of progress is reduced pursuant to this GCC Clause 41, then the Time for Completion shall be extended in accordance with GCC Sub-Clause 40.1, and any and all additional costs or expenses incurred by the Contractor as a result of such suspension or reduction shall be paid by the Employer to the Contractor in addition to the Contract Price, except in the case of suspension order or reduction in the rate of progress by reason of the Contractor’s default or breach of the Contract.

41.4 During the period of suspension, the Contractor shall not remove from the Site any Plant, any part of the Facilities or any Contractor’s Equipment, without the prior written consent of the Employer.

42. Termination

42.1 Termination for Employer’s Convenience

42.1.1 The Employer may at any time terminate the Contract for any reason by giving the Contractor a notice of termination that refers to this GCC Sub-Clause 42.1.




42.1.2 Upon receipt of the notice of termination under GCC Sub- Clause 42.1.1, the Contractor shall either immediately or upon the date specified in the notice of termination:

a) cease all further work, except for such work as the Employer may specify in the notice of termination for the sole purpose of protecting that part of the Facilities already executed, or any work required to leave the Site in a clean and safe condition

b) terminate all subcontracts, except those to be assigned to the Employer pursuant to paragraph (d) (ii) below

c) remove all Contractor’s Equipment from the Site, repatriate the Contractor’s and its Subcontractors’ personnel from the Site, remove from the Site any wreckage, rubbish and debris of any kind, and leave the whole of the Site in a clean and safe condition, and

d) subject to the payment specified in GCC Sub-Clause 42.1.3,

e) deliver to the Employer the parts of the Facilities executed by the Contractor up to the date of termination

f) to the extent legally possible, assign to the Employer all right, title and benefit of the Contractor to the Facilities and to the Plant as of the date of termination, and, as may be required by the Employer, in any subcontracts concluded between the Contractor and its Subcontractors; and

g) deliver to the Employer all non-proprietary drawings, specifications and other documents prepared by the Contractor or its Subcontractors as at the date of termination in connection with the Facilities.

42.1.3 In the event of termination of the Contract under GCC Sub- Clause 42.1.1, the Employer shall pay to the Contractor the following amounts:

a) the Contract Price, properly attributable to the parts of the Facilities executed by the Contractor as of the date of termination

b) the costs reasonably incurred by the Contractor in the removal of the Contractor’s Equipment from the Site and in the repatriation of the Contractor’s and its Subcontractors’ personnel

c) any amounts to be paid by the Contractor to its Subcontractors in connection with the termination of any subcontracts, including any cancellation charges

d) costs incurred by the Contractor in protecting the Facilities and leaving the Site in a clean and safe condition pursuant to paragraph (a) of GCC Sub-Clause 42.1.2

e) the cost of satisfying all other obligations, commitments, and claims that the Contractor may in good faith have undertaken with third parties in connection with the Contract and that are not covered by paragraphs (a) through (d) above.

42.2 Termination for Contractor’s Default

42.2.1 The Employer, without prejudice to any other rights or remedies it may possess, may terminate the Contract forthwith in the following circumstances by giving a notice of termination and its reasons therefore to the Contractor, referring to this GCC Sub-Clause 42.2:

a) if the Contractor becomes bankrupt or insolvent, has a receiving order issued against it, compounds with its creditors, or, if the Contractor is a corporation, a resolution is passed or order is made for its winding up, other than a voluntary liquidation for the purposes of amalgamation or reconstruction, a receiver is appointed over any part of its undertaking or assets, or if the Contractor takes or suffers any other analogous




action in consequence of debt if the Contractor assigns or transfers the Contract or any right or interest therein in violation of the provision of GCC Clause 43.

b) if the Contractor, in the judgment of the Employer has engaged in corrupt or fraudulent practices, as defined in GCC Clause 6, in competing for or in executing the Contract.

42.2.2 If the Contractor:

a) has abandoned or repudiated the Contract

b) has without valid reason failed to commence work on the Facilities promptly or has suspended, other than pursuant to GCC Sub- Clause 41.2, the progress of Contract performance for more than twenty-eight (28) days after receiving a written instruction from the Employer to proceed

c) persistently fails to execute the Contract in accordance with the Contract or persistently neglects to carry out its obligations under the Contract without just cause

d) refuses or is unable to provide sufficient materials, services or labor to execute and complete the Facilities in the manner specified in the program furnished under GCC Sub-Clause 18.2 at rates of progress that give reasonable assurance to the Employer that the Contractor can attain Completion of the Facilities by the Time for Completion as extended,

then the Employer may, without prejudice to any other rights it may possess under the

Contract, give a notice to the Contractor stating the nature of the default and requiring the

Contractor to remedy the same. If the Contractor fails to remedy or to take steps to remedy

the same within fourteen (14) days of its receipt of such notice, then the Employer may

terminate the Contract forthwith by giving a notice of termination to the Contractor that

refers to this GCC Sub-Clause 42.2.

42.2.3 Upon receipt of the notice of termination under GCC Sub- Clauses 42.2.1 or 42.2.2, the Contractor shall, either immediately or upon such date as is specified in the notice of termination:

a) cease all further work, except for such work as the Employer may specify in the notice of termination for the sole purpose of protecting that part of the Facilities already executed, or any work required to leave the Site in a clean and safe condition

b) terminate all subcontracts, except those to be assigned to the Employer pursuant to paragraph (d) below

c) deliver to the Employer the parts of the Facilities executed by the Contractor up to the date of termination

d) to the extent legally possible, assign to the Employer all right, title and benefit of the Contractor to the Facilities and to the Plant as of the date of termination, and, as may be required by the Employer, in any subcontracts concluded between the Contractor and its Subcontractors

e) deliver to the Employer all drawings, specifications and other documents prepared by the Contractor or its Subcontractors as of the date of termination in connection with the Facilities.

42.2.4 The Employer may enter upon the Site, expel the Contractor, and complete the Facilities itself or by employing any third party. The Employer may, to the exclusion of any right of the Contractor over the same, take over and use with the payment of a fair rental rate to




the Contractor, with all the maintenance costs to the account of the Employer and with an indemnification by the Employer for all liability including damage or injury to persons arising out of the Employer’s use of such equipment, any Contractor’s Equipment owned by the Contractor and on the Site in connection with the Facilities for such reasonable period as the Employer considers expedient for the supply and installation of the Facilities.

42.2.5 Upon completion of the Facilities or at such earlier date as the Employer thinks appropriate, the Employer shall give notice to the Contractor that such Contractor’s Equipment will be returned to the Contractor at or near the Site and shall return such Contractor’s Equipment to the Contractor in accordance with such notice. The Contractor shall thereafter without delay and at its cost remove or arrange removal of the same from the Site.

42.2.6 Subject to GCC Sub-Clause 42.2.6, the Contractor shall be entitled to be paid the Contract Price attributable to the Facilities executed as of the date of termination, the value of any unused or partially used Plant on the Site, and the costs, if any, incurred in protecting the Facilities and in leaving the Site in a clean and safe condition pursuant to paragraph (a) of GCC Sub-Clause 42.2.3. Any sums due the Employer from the Contractor accruing prior to the date of termination shall be deducted from the amount to be paid to the Contractor under this Contract.

42.2.7 If the Employer completes the Facilities, the cost of completing the Facilities by the Employer shall be determined.

42.2.8 If the sum that the Contractor is entitled to be paid, pursuant to GCC Sub-Clause 42.2.5, plus the reasonable costs incurred by the Employer in completing the Facilities, exceeds the Contract Price, the Contractor shall be liable for such excess.

42.2.9 If such excess is greater than the sums due the Contractor under GCC Sub-Clause 42.2.5, the Contractor shall pay the balance to the Employer, and if such excess is less than the sums due the Contractor under GCC Sub-Clause 42.2.5, the Employer shall pay the balance to the Contractor.

42.2.10 The Employer and the Contractor shall agree, in writing, on the computation described above and the manner in which any sums shall be paid.

42.3 Termination by Contractor

42.3.1 If

a) the Employer has failed to pay the Contractor any sum due under the Contract within the specified period, has failed to approve any invoice or supporting documents without just cause pursuant to the Appendix (Terms and Procedures of Payment) to the Contract Agreement, or commits a substantial breach of the Contract, the Contractor may give a notice to the Employer that requires payment of such sum, with interest thereon as stipulated in GCC Sub-Clause 12.3, requires approval of such invoice or supporting documents, or specifies the breach and requires the Employer to remedy the same, as the case may be. If the Employer fails to pay such sum together with such interest, fails to approve such invoice or supporting documents or give its reasons for withholding such approval, fails to remedy the breach or take steps to remedy the breach within fourteen (14) days after receipt of the Contractor’s notice, or

b) the Contractor is unable to carry out any of its obligations under the Contract for any reason attributable to the Employer, including but not limited to the Employer’s failure to provide possession of or access to the Site or other areas or failure to obtain any governmental permit necessary for the execution and/or completion of the Facilities, then the Contractor may give a notice to the Employer thereof, and if the Employer has failed to pay the outstanding sum, to approve the invoice or supporting documents, to give its reasons for withholding such approval, or to remedy the breach within twenty-




eight (28) days of such notice, or if the Contractor is still unable to carry out any of its obligations under the Contract for any reason attributable to the Employer within twenty-eight (28) days of the said notice, the Contractor may by a further notice to the Employer referring to this GCC Sub-Clause 42.3.1, forthwith terminate the Contract.

42.3.2 The Contractor may terminate the Contract forthwith by giving a notice to the Employer to that effect, referring to this GCC Sub-Clause 42.3.2, if the Employer becomes bankrupt or insolvent, has a receiving order issued against it, compounds with its creditors, or, being a corporation, if a resolution is passed or order is made for its winding up (other than a voluntary liquidation for the purposes of amalgamation or reconstruction), a receiver is appointed over any part of its undertaking or assets, or if the Employer takes or suffers any other analogous action in consequence of debt.

42.3.3 If the Contract is terminated under GCC Sub-Clauses 42.3.1 or 42.3.2, then the Contractor shall immediately

a) cease all further work, except for such work as may be necessary for the purpose of protecting that part of the Facilities already executed, or any work required to leave the Site in a clean and safe condition

b) terminate all subcontracts, except those to be assigned to the Employer pursuant to paragraph (d) (ii)

c) remove all Contractor’s Equipment from the Site and repatriate the Contractor’s and its Subcontractors’ personnel from the Site, and

d) subject to the payment specified in GCC Sub-Clause 42.3.4,

e) deliver to the Employer the parts of the Facilities executed by the Contractor up to the date of termination

f) to the extent legally possible, assign to the Employer all right, title and benefit of the Contractor to the Facilities and to the Plant as of the date of termination, and, as may be required by the Employer, in any subcontracts concluded between the Contractor and its Subcontractors, and

g) deliver to the Employer all drawings, specifications and other documents prepared by the Contractor or its Subcontractors as of the date of termination in connection with the Facilities.

42.3.4 If the Contract is terminated under GCC Sub-Clauses 42.3.1 or 42.3.2, the Employer shall pay to the Contractor all payments specified in GCC Sub-Clause 42.1.3 and reasonable compensation for all loss, except for loss of profit, or damage sustained by the Contractor arising out of, in connection with or in consequence of such termination.

42.3.5 Termination by the Contractor pursuant to this GCC Sub-Clause 42.3 is without prejudice to any other rights or remedies of the Contractor that may be exercised in lieu of or in addition to rights conferred by GCC Sub-Clause 42.3.

42.3.6 In this GCC Clause 42, the expression “Facilities executed” shall include all work executed, Installation Services provided, and all Plant acquired, or subject to a legally binding obligation to purchase, by the Contractor and used or intended to be used for the purpose of the Facilities, up to and including the date of termination.

42.3.7 In this GCC Clause 42, in calculating any monies due from the Employer to the Contractor, account shall be taken of any sum previously paid by the Employer to the Contractor under the Contract, including any mobilization payment paid pursuant to the Appendix (Terms and Procedures of Payment) to the Contract Agreement.

43. Assignment




Neither the Employer nor the Contractor shall, without the express prior written consent of

the other party which consent shall not be unreasonably withheld, assign to any third party

the Contract or any part thereof, or any right, benefit, obligation or interest therein or

thereunder, except that the Contractor shall be entitled to assign either absolutely or by

way of charge any monies due and payable to it or that may become due and payable to it

under the Contract.

CLAIMS, DISPUTES, AND ARBITRATION

Any claims or disputes regarding this Contract shall be initiated, prepared, submitted, and

adjudicated in accordance with this Clause of the Contract.

44. Contractor’s Claims

44.1 If the Contractor considers himself to be entitled to any extension of the time for completing the Work and/or any additional payment, in connection with the Contract, the Contractor shall give notice to the Project Manager, describing the event or circumstance giving rise to the claim.

44.2 The notice shall be given as soon as practicable as and not later than thirty (30) days after the Contractor became aware, or should have become aware, of the event or circumstance.

44.3 If the Contractor fails to give notice of a claim within such period of thirty (30) days, the time for completing the Work shall not be extended, the Contractor shall not be entitled to additional payment, and the Owner shall be discharged and released from all liability in connection with the claim. The Contractor shall also submit any other notices which are required by the Contract, and supporting particulars for the claim, all as relevant to such event or circumstance.

44.4 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 Project Manager. Without admitting the Employer’s liability, the Project Manager may, after receiving any notice under this Clause, monitor the record-keeping and/or instruct the Contractor to keep further contemporary records. The Contractor shall permit the Project Manager and the Third Party QA firm to inspect all these records, and shall (if instructed) submit copies to the Project Manager and the Third Party QA firm.

44.5 Within forty-five (45) days after the Contractor became aware (or should have become aware) of the event or circumstance giving rise to the claim, or within such other period as may be proposed by the Contractor and approved by the Project Manager, the Contractor shall send to the Project Manager and the Third Party QA firm a fully detailed claim which includes full supporting particulars of the basis of the claim and of the extension of time and/or additional payment claimed. If the event or circumstance giving rise to the claim has a continuing effect:

a) this fully detailed claim shall be considered as interim;

b) the Contractor shall send further interim claims at monthly intervals, giving the accumulated delay and/or amount claimed, and such further particulars as the Project Manager may reasonably require; and




c) the Contractor shall send a final claim within thirty (30) days after the end of the effects resulting from the event or circumstance, or within such other period as may be proposed by the Contractor and approved by the Project Manager.

44.6 Within thirty (60) days after receiving a claim or any further particulars supporting a previous claim, or within such other period as may be agreed by both the Project Manager and the Contractor, the Project Manager shall respond with:

a) a recommendation to the Employer for approval; or

b) recommendation to the Employer for disapproval with detailed comments.

44.7 The Project Manager may also request any necessary further particulars, but shall nevertheless give his recommendation response to the Employer on the principles of the claim within the above defined time period. The Project Manager shall consult with the Third Party QA firm during the development of his recommendation on any claim. Any recommendation for approval by the Project Manager shall include an evaluation of any additional time and/or additional payment, if such additional time and/or payment is justified. The Employer shall not be bound by the Project Manager’s recommendation and shall provide a final decision on the claim to the Contractor within fifteen (15) days following the receipt of the Project Manager’s recommendation. Each subsequent Payment Request shall include such additional payment for any claim that has been substantiated as due under the relevant provision of the Contract and approved by the Employer. Unless and until the particulars supplied are sufficient to substantiate the whole of the claim, the Contractor shall only be entitled to payment for such part of the claim as he has been able to substantiate to the satisfaction of the Project Manager and Employer. Any recommendation of the Project Manager or decision of the Employer concerning a claim, change request or dispute shall not obligate or otherwise transfer liability to the Provider of Funds.

44.8 If the Project Manager does not respond within the timeframe defined in this Clause, either Party may consider that the claim is rejected by the Project Manager and any of the Parties may refer it to the Dispute Board in accordance with the following provisions of this Clause 44. The requirements of this Clause are in addition to those of any other section or article of the Contract which may apply to a claim. If the Contractor fails to comply with this or another Clause in relation to any claim, any extension of time and/or additional payment shall take account of the extent (if any) to which the failure has prevented or prejudiced proper investigation of the claim.

44.9 Organization of the Dispute Board

44.9.1 Disputes shall be referred to a Dispute Board (DB) for decision in accordance with Clause 44.3 Obtaining Dispute Board’s Decision. The DB shall be comprised of three qualified persons (“the Members”) and the On- Budget Monitor serving as a non-voting member, who are employees of the Provider of Funds. One of the three Members shall serve as the chairman of the DB. The On-Budget Monitor will manage and monitor the DB for the Provider of Funds and will assist in gathering information for the DB, support the DB Members and perform other tasks related to the DB operation as directed by the Provider of Funds.

44.9.2 The Provider of Funds shall:

a) appoint the Members; organize the DB;

b) provide the names of the Members and the On-Budget Monitor to the Contractor and Employer; and

c) identify which member is to serve as chairman, all within thirty (30) days of the Notice to Proceed.




44.10 Obtaining Dispute Board’s Decision

44.10.1 If the Contractor disagrees with the decision of the Project Manager or Employer regarding a claim or a dispute, the Contractor may refer the matter in writing to the DB (through the On-Budget Monitor) for its decision, with copies to the Employer and the Project Manager. The DB shall be deemed to have received such reference on the date when it is received by the On-Budget Monitor.

44.10.2 Both Parties shall promptly make available to the DB all such additional information, further access to the Site, and appropriate facilities, as the DB may require for the purposes of making a decision on such matters. The DB shall not act as, or take the place of, arbitrator(s). Within thirty (30) days after receiving such reference, or within such other period as may be proposed by the DB and approved by both Parties, the DB shall give its decision, which shall be in accordance with this provision of the Contract and the Dispute Board Procedural Rules included in Clause 44.5 Dispute Board Procedural Rules. Parties shall use best efforts to give binding effect to the decision, without waiving any future rights to arbitration within the period described below. Unless the Contract has already been abandoned, repudiated or terminated, the Contractor shall continue to proceed with the Works in accordance with the Contract during any dispute resolution proceeding.

44.10.3 If either Party is dissatisfied with the DB’s decision, then either Party may, within thirty (30) days after receiving the decision, give notice to the other Party of its dissatisfaction and intention to commence arbitration. If the DB fails to give its decision within the period of thirty (30) days (or as otherwise approved) after receiving such reference, then either Party may, within thirty (30) days after this period has expired, give notice to the other Party of its dissatisfaction and intention to commence arbitration. In either event, this notice of dissatisfaction shall state that it is given under this provision of the Contract, and shall set out the matter in dispute and the reason(s) for dissatisfaction. Neither Party shall be entitled to commence arbitration of a dispute unless such notice of dissatisfaction has been given in accordance with this provision of the Contract. If the DB has given its decision as to a matter in dispute to both Parties, and no notice of dissatisfaction has been given by either Party within thirty (30) days after it has received the DB’s decision, then the decision shall become final.

44.11 Arbitration

44.11.1 Any dispute not settled amicably and in respect of which the DB’s decision (if any) has not become final and binding, shall be finally settled by arbitration. Unless otherwise agreed by both Parties:

44.11.2 Arbitration shall be conducted in accordance with the rules of procedure for arbitration of the United Nations Commission on International Trade Law (UNCITRAL) as in force on the date of this Contract, the place of arbitration shall be Bhopal; India the arbitration shall be conducted in English.

44.11.3 The arbitrators shall have full power to open up, review, and revise any certificate, determination, instruction, opinion, or valuation of the Project Manager, and any decision of the DB, relevant to the dispute. Nothing shall disqualify representatives of the Parties and the Project Manager from being called as a witness and giving evidence before the arbitrator(s) on any matter whatsoever relevant to the dispute. Neither Party shall be limited in the proceedings before the arbitrator(s) to the evidence nor arguments previously put before the DB to obtain its decision, or to the reasons for dissatisfaction given in its notice of dissatisfaction. Any decision of the DB shall be admissible in evidence in the arbitration. Arbitration may be commenced prior to, or after, completion of the Works. The obligations of the Parties, the Project Manager, and the DB shall not be altered by reason of any arbitration being conducted during the progress of the Works.




44.12 Dispute Board Procedural Rules

44.12.1 The Employer, Project Manager and the Contractor shall furnish to the DB one copy of all documents which the DB may request, including Contract documents, progress reports, variation instructions, certificates and other documents pertinent to the performance of the Contract and the matter under review. All communications between the DB and the Employer or the Contractor shall be copied to the other Party.

44.12.2 If any dispute is referred to the DB in accordance with the provisions of the Contract, the DB shall proceed in accordance with those provisions and these Rules. Subject to the time allowed to give notice of a decision and other relevant factors, the DB shall act fairly and impartially as between the Employer and the Contractor, giving each of them a reasonable opportunity of presenting their case and responding to the other’s case, and shall adopt procedures suitable to the dispute, avoiding unnecessary delay or expense.

44.12.3 The DB, at its option, may conduct a hearing on the dispute, in which event it will decide on the date and place for the hearing and may request that written documentation and arguments from the Employer and the Contractor be presented to it prior to, or during, the hearing. The DB shall be under no obligation to conduct a hearing.

44.12.4 Except as otherwise agreed in writing by the Employer and the Contractor, the DB shall have power to adopt an inquisitorial procedure, to refuse admission to hearings or audience at hearings to any persons other than representatives of the Employer, the Contractor and the Project Manager, and to proceed in the absence of any party who the DB is satisfied received notice of the hearing; but shall have discretion to decide whether and to what extend this power may be exercised.

44.12.5 The Employer and the Contractor empower the DB, among other things, to:

a) establish the procedure to be applied in deciding a dispute,

b) decide upon the DB’s own jurisdiction, and as to the scope of any dispute referred to it, conduct any hearing as it thinks fit, not being bound by any rules or procedures other than those contained in the Contract and these Rules,

c) take the initiative in ascertaining the facts and matters required for a decision,

d) make use of its own specialist knowledge, if any,

e) decide upon the payment of financing charges in accordance with the Contract,

f) decide upon any provisional relief such as interim or conservatory measures, and open up, review, and

g) revise any certificate, decision, determination, instruction, opinion, or valuation of the Project Manager, relevant to the dispute.

44.12.6 The DB shall not express any opinions during any hearing concerning the merits of any arguments advanced by the Parties. Thereafter, the DB shall make and give its decision in accordance with Clause 44.3, or as otherwise agreed by the Employer and the Contractor in writing. The DB:

a) shall convene in private after a hearing, in order to have discussions and prepare its decision;

b) shall endeavor to reach a unanimous decision: if this proves impossible the applicable decision shall be made by a majority of the Members, who may require the minority Member to prepare a written report for submission to the Employer and the Contractor; and shall make every effort for its Members to attend all meetings or hearings. If a Member fails to attend a meeting or hearing, or to fulfil any required




function, the other two Members may nevertheless proceed to make a decision, unless:

c) either the Employer or the Contractor do not agree that they do so, or the absent Member is the chairman and he/she instructs the other members not to make a decision.

d) render its decision to the Parties in the most efficient manner possible, both in time and expense to the Parties and the project.

Selection of an Agency for Place-making ... - Sagar Smart City

Documents

Transcript of Selection of an Agency for Place-making ... - Sagar Smart City