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1. 1.1

CONTRACT The following Special Conditions of Contract (SCC) shall prevail over the General Conditions of Contract and other documents enclosed in these Bid documents in following order of precedence.. (i) ii) iii) v) vi) Special Conditions of Contract. General Conditions of Contract. Scope of Works / Owners Requirements Tender Drawings. Project Profile.

iv) Bill of Quantities.

vii) Instruction to bidders viii) Any other document forming part of the Contract. Wherever there is a conflict, the provisions in this SCC shall prevail. 2. SCOPE OF WORK

2.1 Scope of work under this section shall include cover supply of all plant, materials and performance of all Electro mechanical components as Turbine, Generating Equipments, auxiliaries, E O T Crane, transformers, Butterfly valves including the one falling in Water Conductor System, Draft tube Gate, Civil Works of Power House, Switch yard components and other parts of this system. Jobs include Detailed Specifications Detailed Design & detailed drawings Model Testing Manufacture Delivery Ex-works / FOB as per INCOTERMS-2000 Transportation to the Site

of all Electrical and Electro mechanical Plant & Machinery as per Scope of Supply confirming to the information contained in Overhaul documents Project Information Memorandum ( Vol II ) and Electro mechanical and Electrical Works ( Volume V ) including surface and embedded parts, spares and other works not shown or specified but reasonably implied or necessary for proper completion and functioning of Works as per Requirements of Project Manager including any revisions and amendments thereto as may be mutually agreed to by him and Contractor. This shall also cover Butter fly Valve and its components and spares in the Water Conductor System.

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2.2

Any requirements of work whether requested by Project Manager or otherwise and whether specifically described in Contract or not but are required for proper completion and functioning of Works in accordance with Contract including remedying of any gaps and deficiencies in Works shall not be deemed to be any change in Scope of Work and shall not entitle Contractor for any payment over and above Contract Price. If detailed design and layout of Civil works calls for any change in scope of electro mechanical and electrical parts, these will be incorporated without any change in Contract Price. CONTRACT PRICE Contract Price shall be lump sum price in US$ and / or Indian Rupees as per the Contract Price Schedule in Section 2.1 of part 2, Volume VII. This shall remain firm till the tenancy of the contract or Final Acceptance.

2.3

3.

4.0 4.1 4.2

TERMS OF PAYMENT

10% advance as per clause no.13.3.1 & 13.3.2 as stipulated in GCC .

Progress Payment. Progress Certificates shall be established as per Article 13 of General Conditions of Contract , which is produced in this Volume as Part 1. Contractor shall be entitled to receive progress payments as per Schedule given below:

4.2.3

Payment for the spares shall be as per clause no. 13.3.7 of GCC

Offshore Supply Contract For supply of Goods, payments shall be linked with the despatch of Materials and shall only be made after production of all despatch Documents in case of supplies of non Indian origin as per relevant Contract conditions which will, inter alia, include 3 original Bills of Lading for CIF supplies and the equipment Material Despatch Clearance certificate issued by Owner / his Representative after inspection if applicable.

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a) Supply price component for each Unit shall be paid as follows:

Item No. 1.0

Time of Payment Initial advance

% Component FOB 10 (Ten) %

Condition to be fulfilled As per clauses 13.3.1 and 13.3.2 of these General Conditions of Contract.

2.0

Despatch of Goods, equipment/system from Manufacturers Works

60 (Sixty) relevant equipment, price)

% (of Goods, system

Production of invoices in line with approved billing and dispatch Schedule and satisfactory evidence of shipment and submission of Material Despatch Clearance Certificate and Inspection Certificate to be issued by competent authority, as per Quality Manual. Verification and certification by the Owner/ his Representative of the equipment / system / Goods received and stored at Site. Certification of successful completion of commissioning / operation of plant.

3.0

Receipt of Offshore supplies viz Goods, equipment, supplies Successful Completion erection commissioning Operation of or /

15(Fifteen) relevant equipment, price) 5 (Five) %

% (of Goods, system

4.0

5.0

Successful completion of Performance tests Acceptance and Issuance of Final Acceptance by Owner.

5 (Five) %

Take-over of the Unit.

6.0

5 (Five) %

Issuance of Final Acceptance certificate for RELEVANT Package by Owner.

b)

The Ocean Freight Marine Insurance Charges shall be paid to Contractor on pro-rata basis to the FOB price of component shipped on evidence of activities having been carried out. Wherever equipment wise above mentioned charges have been identified in Contract the payment of such charges shall be based on such charges identified in Contract against evidence of activity having been carried out. However the aggregate of all such pro-rata payment shall not exceed the total amount identified in Contract Price. For supply of Goods, the payment shall be linked with the dispatch of Materials and

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shall only be made after production of all dispatch Documents and Material Dispatch Clearance Certificate issued by Owner / his Representative after inspection if applicable. Other terms in the said Clauses in GCC at Part I of this Volume shall apply. Onshore Supply Contract b) Supply price component for each Unit shall be paid as follows: Item No. 1.0 2.0 Time of Payment Initial advance Despatch of Goods equipment/system % Component Ex-Works Price 10 (Ten) % 60 (Sixty) % (of relevant Goods, equipment, system price) Condition to be fulfilled As per clauses 13.3.1 and 13.3.2 of these General Conditions of Contract. Production of invoices in line with approved billing and dispatch Schedule and satisfactory evidence of shipment and submission of Material dispatch Clearance Certificate and Inspection Certificate to be issued by competent authority as per Quality Manual. Verification and certification by the Owner / his Representative of the equipment / system / Goods received and stored at site. Certification of successful completion of commissioning of plant of Contract by Owner. Take-over of the Unit

3.0

Receipt of Onshore supplies viz Goods, equipment, supplies Successful Completion of erection or commissioning Successful completion of Performance tests Acceptance and Issuance of Final Acceptance by Owner.

15 (Fifteen) % of relevant Goods, equipment, system price)

4.0

5 (Five) %

5.0

5 (Five) %

6.0

5 (Five) %

Issuance of Final Acceptance Certificate for RELEVANT Package.

b)

Freight Charges shall be paid to Contractor on pro-rata basis to the Ex Works price of component transported on evidence of activities having been carried out. Wherever equipment wise above mentioned charges have been identified in Contract the

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Payment of such charges shall be based on such charges identified in Contract against evidence of activity having been carried out. However, the aggregate of all such pro-rata payment shall not exceed the total amount identified in Contract Price. Other terms in the said Clauses in GCC at Part I of this Volume shall apply. 5.2.2 Documents to be submitted as proof of Dispatch at column no 2 above shall comprise of following: (i) Original Invoice (ii) Clean on board Bill of Lading / AWB (for Off-

shore supply) Or RR / LR / GR (for on-shore supply). (iii) Insurance Declaration (iv) Release instructions for shipment (for off-shore supply)/ Dispatch Clearance Certificate (for on-shore supply) from the Owner. (v) Packing list

(vi) Certificate of Origin of Goods issued by chamber of commerce of that country or any other authorised organization (in case of Foreign Origin). For releasing payments against partial shipments, prices appearing in Contract shall be broken down further. For this, Contractor shall submit the price break down of Plant & Machinery linking up with sub-items/sub assemblies with their prices. 6. 6.1 CONTRACTORS WORK PROGRAMME; Within month of Order to commence, Contractor shall submit his Work Programme showing the order of precedence in which he shall carry out various components for completing as per Master Control Network. Such Work Programme shall be reviewed and revised from time to time in consultation with Owner depending on actual progress in order to complete Works within Time for Completion. This Work Programme shall include sufficient details to show all major activities of engineering, design, submission of drawings for approval, placing of orders for materials, shop fabrication, inspection and shipment etc. DRAWINGS AND DETAILED TECHNICAL SPECIFICATIONS In a month of submission of Work Programme, as per Article 6 above, Contractor shall submit to Project Manager his Schedule of phase-wise submission of design documents, detailed Specifications and Drawings including the time frame required for review by Planning, Design & Engineering Contractor. Detailed schedules of same shall follow later, but in any case not later than two months. This Schedule shall be co-ordinated with the programmes of other work components and shall successively be

6.2

7.0 7.1

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modified to meet actual requirements of other components. 7.2 Contractor shall successively prepare and submit design documents, detailed Specifications and Drawings to Planning, Design & Engineering Contractor for his review. Requirement of review/approval in accordance with Article 45.9 of the General Conditions shall be met by Planning, Design and Engineering Contractor as per the Special Conditions of Contract entered with him. Owners Acceptance Tests and Key Measures. Owners Acceptance Tests Commissioning checks, Reliability Run, Performance Guarantee Tests Owner ( TPC) Acceptance Key measures Contractor shall have to carry out equipment testing, pre commissioning checks on equipment & systems for witnessing and approval of TPC/Owner & subject to its successful conduction would then proceed to trial operation and PG tests as specified in Technical Specifications, GCC and item below Owners Acceptance of Unit shall be deemed achieved when the work has been completed as per the Specifications, except for Punch list items that do not affect the safe and reliable operation of the Unit subject to following :

8.0

100 + 10 % of Guaranteed gross output between 47.5 Hz to 51.5 Hz b) 101 % of Guaranteed water rate c) 101 % of Guaranteed auxiliary power consumption d) Noise level is below 85 DB These are referred as Minimum Acceptable Criteria (p) 9.0 9.1 LIQUIDATED DAMAGES FOR FAILURE TO AHDHRE TO INTERMEDIATE MILE STONES (Please see Article 8.1 of ITB (Volume I) & no 11.0 of GCC (Volume III) : If Contractor fails to deliver any of the goods or perform the services within the time periods specified in the Contracts, Owner shall without prejudice to its other remedies under the Contract, deduct from Contract Price, as LD, a sum equivalent to 0.5 % of Contract Price for each week of delay or part thereof, until actual delivery or performance ( for delays in supply) up to maximum deduction of 10 % of the Contract Price. Once maximum is reached, the Owner may consider termination of the Contract . Indemnification and safeguarding the interests of Owner Attention of Contractor is again drawn to following Clauses of GCC, which he shall adhere to in letter and spirit at all stages of performance of Works under this Contract. i) Penalties for delayed Project Commissioning and delayed achievement of Intermediate Milestones: Clauses 11.0, 19.2 and Warranties under Clause 12.0 and para 9.0 above ii) Change orders : Clause 14.0 of GCC

a)

10.0

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iii) iv) v) vi) 11.0 11.1

Responsibility for permits, clearances and Licenses ( wherever applicable) Clause 2.2. Royalties and License fees at Clause 3.30 of GCC. Intellectual property rights- Clause 17.3.Contractors use of Owners Documents- Clause 1.11 . These are relevant specially in Mulshi dyke works. Force Majeure at Clause 20.0 Transfer of risks and Titles (or supply) and Indemnification of Owner from external Claims and penalties : Clause 6.2.1 ( I ) to (v) & Clause 17.0 of GCC.

TEST AND INSPECTION: Inspection and tests in respect of Scope of Works under this Contract shall be generally as described in Technical Specifications, complying also with Quality Assurance Programme, prepared by Contractor, reviewed by Planning, Design & Engineering Contractor, ultimately approved by Project Manager. All tests & inspections shall be based on reviewed/ approved drawings/documents. Project Manager and any outside Inspection Agency representing him shall have at all reasonable time access to Contractor' premises or Works. They shall have the power s to inspect and examine the materials and workmanship of Works during its manufacture. If part of Works is manufactured / assembled at other premises or Works, Contractor shall obtain permission for Project Manager and his representatives to inspect these as if the Works were done at Contractor' own premises.. s Where Quality plan provides for Project Manager witnessing of tests, Contractor shall give him thirty days written notice of such test. Unless witnessing of the tests is waived, Project Manager / his rep shall attend such tests in due time, failing which, Contractor may proceed with test which shall then be deemed to have been made in presence of Project Manager or his representative He shall forthwith forward to project Manager the copies of test certificates in triplicate for comments or approval. Failure by Project Manager or his representative to countersign a test certificate or to give approval shall not prevent Contractor from proceeding with Works including shipment at Contractor' own risk. s Completion of these tests or the countersigning of the certificate shall not bind the Owner to accept the Plant & Machinery should it be found subsequently not to comply with the Contract. Where Project Manager rep attends tests conducted and has objection to any Plant & Machinery or workmanship as not complying with Contract, he shall immediately communicate to Contractor of the same. The Contractor shall take requisite action to meet the said objections. Inspection by Project Manager or his rep and / or his countersigning inspection certificate thereon shall in no way limit the liabilities and responsibilities, of Contractor, which are stipulated in Contract.

11.2

11.3

11.4

11.5

11.6

11.7

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11.8 Schedules 5.0, 6.0 and 7.0 in part-II of Volume-VII under E & M Plant & Machinery
are covered by this SCC. 12.0 12.1 PERFORMANCE GUARANTEE Penalty for shortfall in output and efficiency If on testing at site any shortfall in the tested values of rated output and efficiency from the guaranteed values as offered and accepted is noticed, penalty shall be levied as detailed below. a) b) Output: For 1 kW short fall, penalty shall be Rs.1,00,000/Efficiency: For 1% shortfall, penalty shall be Rs.7,20,00,000/-

The penalty for output and efficiency shall be computed separately and the total amount of damages shall be the sum of two. No tolerance shall be permissible over the test figures of rated output. In case of efficiency, tolerance will be allowed as per appropriate IEC test code. The ceiling on the total amount of damages shall be 10% of the contract value. 12..2 Penalty for increase in losses for transformer During testing at works, if there is any increase in no-load and full-load loss, penalty shall be levied as detailed below. a) b) c) The penalty amount will be Rs. 47,000 per kW for increased load loss. The penalty amount will be Rs. 63,000 per kW for increased no- load loss. The penalty amount will be Rs. 45,000 per kW for increased cooler loss.

The aggregate liability to pay penalty for failure to meet the Performance Guarantees shall not exceed ten percent (10%) of the contract value. 12.3 13. 13.1 13.2 This issue of performance guarantees covered in depth in Section C2, Part 1, Volume V of the RFP. MANUALS AND FIELD QUALITY ASSURANCE PLAN: Contractor shall prepare and supply operation Quality Assurance Plan. and maintenance manuals and Field

Manuals shall contain such details that will help Project Manager to operate, maintain, adjust, repair and reassemble all parts with due diligence. Maintenance of each component, normal & emergency operating procedures for all Plant & Machinery and procedures for storage, handling, unpacking and upkeep of all spare parts shall all be detailed. These shall also include complete list of all drawings provided by manufacturer, a list of spare parts and components of Plant & Machinery, along with Plant serial number and model etc.

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13.3

Four copies of the manuals shall be submitted in English for approval of Project Manager six (6) months prior to Plant commissioning. Ten (10) copies of same in book form and 10 copies in electronic (CD) form shall be supplied later not later than thirty days after receipt of its approval. If as result of experiences during installation and initial operation, revision of the manuals becomes necessary, Contractor shall make necessary revisions and furnish ten (10) copies of revised editions each in hard and soft copy. Contractor shall prepare and submit Field Quality Assurance Plan and erection procedure six months prior to commencement of erection, wherein he shall describe check points, hold points, log sheets, erection procedure, plant welding procedure, piping standards, cleaning and painting procedures, and all points relevant during erection, testing and commissioning. Four copies of the Field Quality Assurance Plans and erection procedure shall be submitted in English in draft form for comments by Project Manager three (3) months prior to commencement of erection of respective Plant & Machinery, four (4) copies of the Field Quality Assurance Plans in English suitably bound shall be supplied to Project Manger not later than thirty (30) days after receipt of his comments. In case as result of experiences and initial operation at site, revision of Field Quality Assurance Plan and erection procedure are found necessary, Contractor shall make necessary revision and furnish six (6) copies of the revised sections. This part shall be read along with Clause 3.2( i) to ( iii ) of GCC and in case of any difference of assessment regarding schedule of submission and number of copies etc .direction of Project Manager shall be binding. INSURANCE, PACKING FOR TRANSPORT Off shore supply contractor shall at its sole cost and on behalf of Owner take insurance cover for 110 % of full replacement value ( including all taxes, duties, levies etc) against Maine and other risks from FOB at Port of Dispatch up to the unloading at port of destination in India in respect of all Off shore supplies in prescribed format as per Clause 6.0 of GCC in this Volume. Contractor shall be responsible for all packing for transport to and storage at site. All Plant & Machinery, materials and spares shall be seaworthy packed and shall be suitable for climatic conditions in India /local climatic conditions at site and for multiple handling. COMPLIANCE WITH SPECIFICATIONS All workmanship, Plant & Machinery and material covered under Specifications shall be of the best available quality of their respective kind as provided in Contract Technical specifications. . All drawings, calculations, design data and instruction manuals shall be in SI system of

13.4

13.5

13.6

13 .7

13.8

14.0. 14.1

14.2

15 0. 15.1

15.2

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units. 15.3 Whenever in the Contract, any material, Plant & Machinery, method of fabrication or process is provided or specified without qualification and/or by catalogue number, such specifications shall be deemed to be used for the purpose of establishing a standard of quality and facilitating the description of the material, Plant & Machinery, method of fabrication or process described. Contractor may offer any alternate material, Plant & Machinery or process to those specified in Contract which shall be substantially equal in every respect or superior to that specified. In that case, he shall submit all technical details of such substitution. But he shall not proceed with alternative plans without written consent of Project Manager. Project Manager, in such case, shall accord approval or disapproval within fifteen (15) days. This substitution, if approved, shall be deemed to be followed by words "approved equal". Contractor is entitled to no Price difference in such case. SPARES Spares supplied by Contractor under this Contract are subject to a warranty of 12 months reckoned from date of their being taken into use within the 5 years period from date of commissioning of Generating Unit. In case any spare parts from this lot are required to be used on account of any failure in the original component/Plant and Machinery during Defects Liability Period such as faulty design, material, workmanship etc, such items will be replaced at no cost to Project Manager. Contractor undertakes to supply spares required for Plant & Machinery supplied under Contract for full life-time of such Plant & Machinery and that before going out of production of spare parts of the Plant and Machinery covered under Contract, Contractor shall give Project Manager at least twelve (12) months advance notice so that the latter may order his bulk requirement of spares, if he so desires. Contractor shall ensure that same provision will also be applicable to supplies made by his subcontractors. Further, in case of discontinuance of manufacture of any spares by Contractor or his sub-contractor; Contractor will provide Project Manager, 24 ( twenty four ) months in advance with full manufacturing drawings, material specifications and technical information required by Project Manger for the purpose of manufacture of such items and information for replacement of such spares with other equivalent makes. The undertaking shall be executed in the form set out in Appendix EMS-1. In this connection please also refer Article no. 3.51 of GCC of which other conditions shall apply. Warranty and Liability of Software Subject to Article 12 (Warranty & Defects Liability Period) of GCC Contractors warrantee and liability for own software included in Works shall be limited to eliminating reproducible errors and malfunction thereof. If the software is installed on hardware supplied or authorized by him, Contractor shall be granted sufficient access by Project Manager and provided with all documentation and information to trace the error.

15.4

15.5

16. 16.1

16.2

16.3 17.

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Instead, Contractor may choose to supply an error free later version at no additional cost to Project Manager. The up dated version so implemented shall be compatible with the existing hardware. With respect to standard software (e.g. Aconex, Primavera, SAP, UNIX, DOS, Windows, Excel etc.,) licensed from others, Contractors warranty and liability shall be limited solely to the warranties and liabilities by the licenses of such software.

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Appendix EMS-2 PROFORMA OF UNDERTAKING BY THE CONTRACTOR FOR SUPPLY OF SPARES AND TECHNICAL SERVICES (ON NON-JUDICIAL STAMP PAPER OF APPROPRIATE VALUE) THIS DEED OF UNDERTAKING is being executed on this . day of Two Thousand and by M/s. .., a Company incorporated under the laws of and having its Registered Office at .. (hereinafter called the Contractor which expression shall include its successors, executors and permitted assigns), in favour of T P C L, a Company incorporated under the Companies Act, 1956 having its Registered Office at address as Project Director, TPCL, Dharavi Receiving Station, Matunga, Mumbai 400 019 (hereinafter called Owner which expression shall include its successors, executors and permitted assigns) WHEREAS Owner has entered into a Contract bearing No. ..dated with Contractor for the work of supply of (equipment package) for the 100 MW Bhira Augmentation Project, Raigad, Maharashtra, (hereinafter referred to as the Contract). AND WHEREAS the Contractor, in terms of Article 3.51 of General Conditions of Contract and Article 13 of Special Conditions of this said Contract has agreed to supply Spares and Technical Services for .. (equipment package) supplied by it in the manner as stipulated under said Conditions of Contract. NOW THEREFORE THIS UNDERTAKING WITNESSETH as under: We, the Contractor do hereby declare that we shall be jointly and severally bound unto the Owner for Supply of Spares and Technical Services on demand for full life of the equipment covered under the Contract at the rates and commercial conditions mutually agreed between us and the Owner before placement of the supply order. We, the Contractor further declare that whenever any such spares is likely to go out of production, we shall give the Owner at least 12 months notice so that Owner may order additional spares, if he so desires. Furthermore, at the time of giving such notice, we shall provide all manufacturing drawings, material specifications and technical information for purpose of manufacture of such items and information for replacement of such spares with other equivalent makes. This Deed of Undertaking shall be construed and interpreted in accordance with the laws of India and Courts in Pune / Mumbai shall have exclusive jurisdiction in all matters arising under the Undertaking. We, the Contractor agree that this Undertaking shall be irrevocable and shall form an integral part of the Contract and further agree that this Undertaking shall continue to be enforceable till it is discharged by Owner. IN WITNESS WHEREOF, Contractor has through his Authorized Representatives executed these presents and affixed Common seals of his Company, on the day, month and year first above mentioned.

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WITNESS 1. .. (Signature) (Name in Block Letter) (Office Address)

For Contractor Signature of Authorized (Representative) Name ........ Common Seal of Company

N.B. In case the Contractor sub-lets part of supplies, the above undertaking shall be executed jointly by Contractor and his sub-contractor. The text shall be modified accordingly.

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SCHEDULE Particulars of Equipments handed over Qty. Particulars of Dispatch title Documents RR/GR/ Bill of Lading No. Date Carrier FOB Value of the Equipments Signature of the Attorney in token of Receipt