THE TATA POWER COMPANY LIMITED BHIRA 100MW-AUGMENTATION SCHEME INCLUDING MULSHI LAKE SUB-STORAGE UTILIZATION

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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.

1.1

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. 2.0 2.1 SCOPE OF WORK This covers all labour, Construction Equipment and supply of materials for and execution of all Civil and Hydro mechanical Works more fully described in Volumes Project Information Memorandum ( Volume II ) and Scope of Work ( Volume IV & V ) See (Clause 12 of Instructions to Bidders) including incidentals and all necessary works not shown or specified but reasonably implied or necessary for the proper completion and functioning of Works in accordance with Contract with its latest Amendments.. Arranging all Construction Equipment & materials, both indigenous & imported and infrastructure & construction facilities.. Any requirements of Works whether requested by Project Manager or otherwise and whether specifically described in Contract or not but necessary or required for proper completion and functioning of Works in accordance with Contract including remedying of any gaps and deficiencies, shall not be deemed to be any change in Scope of Work and shall not entitle Contractor for any payment. (Clause 3.2 of these conditions). Details of Civil works are given in Appendix CW- 1 of this S C C below. 3.0 3.1 CONTRACT PRICE Contract Price for execution and completion of Works as per Clause 2 above shall be lump sum price in US$ and / or Indian Rupees and this shall remain firm till the tenancy of the contract or Final Acceptance. It shall mean the sums stated below:

2.2 2.3

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3.2

Contract price includes cost of all work, materials, equipment, systems, software manpower, supply, storage, transportation, customs, clearances, wharf age, services or any costs related to intellectual property rights to be used in performance of the work or incorporated in the Plant including erection, testing, commissioning, reliability operation and satisfactory completion of tests before the Take over. This also includes all Taxes and Duties payable in respect thereof. Allocation of Contract Price to different portions of work shall be as per Schedule of Prices. Payments for all items of the Civil & Hydro mechanical Works shall be as stipulated in Schedule.3, 3.1 to 3.8 of Volume VII Part 2 under Section 2 Minimum milestones considered by owner and with Bill of Quantities for actual work done as a back up and with reference to approved Drawings, limited to the Contract Price. PRICE ADJUSTMENT Both Off-shore and Onshore components of Contract Price shall remain firm during Contractors performance of Contract and are not subject to any escalation or variation on any account.

3.2.1

4.0

5.0 5.1

TERMS OF PAYMENT FOR CIVIL WORKS EXECUTION 10% advance as per clause no.13.3.1 & 13.3.2 as stipulated in GCC Minimum amount for Monthly Running account bill shall not be less than Rs 200 (Two hundred) lakhs.

5.2

Draw Down Schedule Linked to milestones of Project shall be indicated by Bidder in his Offer in Format shown in Section 2.2, Part II, Volume VII of this Bid Document. These Milestones have been identified for purpose of monitoring progress of payments released. These shall be regulated against achievement of Milestones shown in Contract Award and so shall not exceed amount indicated against each milestone in Draw down Schedule. Schedule of payments Payments under the Milestone monitoring Schedule shall be subject to following: Later of (i) Accomplishment of Milestones and (ii) the date fixed for accomplishment of such a Milestone as set out in the Milestone Payment Schedule. Submission of documents / data to Project Manager for Approval. Submission of monthly progress reports and updated Network Schedule. In no event, will payment of Contract price at any time exceed Draw down schedule without prior written consent of Project Manager not with standing completion of any milestone or any portion of thereof. Intermediate Milestones

5.3 5.3.1 5.3.2 5.3.3 5.3.4 5.3.5

6.0

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6.1

Owner has identified few Intermediate Milestones for purpose of Liquidated Damages imposition, as per Article 8.1 of ITB, Volume I and Article 11.0 of GCC in Volume no III. i) Completion of tunnel excavation entire reaches by 15th Month of zero date. ii) Completion of entire steel liners erection, Concrete back filling and grouting by 33rd Month of zero date .

6.2.1

In addition to above, whether the Work is awarded in single package or two, Civil Contractor shall complete all preparatory works for following E & M activities, which is as denoted in the Project Master Control Network Chart enclosed in Volume IV & V of these documents. This is repeated below:
th

i) Erection of earth mat - All preparatory Civil works by end of 5 Month. ii) EOT crane erection by 15 Month. PH Columns to be ready by end of 14 Month. iii) Turbine and spherical valves erection to commence by 17 Month. PH foundation works to be ready by 16 Month. iv) Generator foundations to be ready by end of 24th Month. v) All Civil works for Erection of control and switchgear items by end of 17th Month. vi) Switch yard excavation by 4 Month. Other Civil works completion by 23 Month. vii) Crane girder extension for erection of EOT at Valve House by 12
TH th rd th th th th

Month.
th

viii) Valve house excavation & readiness for Butterfly valve erection by 15 Month. 6.3 In case of failure to achieve above Milestones, LD @ 0.5 % of respective Works Contract Price shall be recovered from Contractor for each week of delay subject to maximum of 10 % of Contract Price. Once this limit is reached, Owner may consider termination of Contract. If ultimately there is no delay in commissioning of the Generating Units, Interim LD imposed above shall be returned.

6.4 OWNERS ACCEPTANCE TESTS AND KEY MEASURES OWNERS ACCEPTANCE - TESTS Penstock and steel liners shall be subject to satisfactory shop hydrostatic testing confirming to latest BIS codes / ASCE manual no. 79 KEY Penstock and steel liners shall be subjected to satisfactory field hydro static testing as per latest BIS codes / ASCE manual no.79

OWNERS ACCEPTANCE MEASURES

7.0

SUPPLY OF STEEL AND ANY OTHER MAJOR ITEMS:

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7.1

Payment term here shall be as per the Clause 13.3.4 & 13.3.5 of General Terms of Contract under Clause Off shore Supply Contract and On shore Supply Contract, which is slightly modified and produced as under : 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. a) 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) % 65 (Sixty-five) % (of relevant Goods, equipment, system price)

Condition to be fulfilled As per clauses 13.3.1 & 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 Third party 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 reliability operation of plant of Contract by Owner.

3.0

Receipt of Onshore supplies viz. Goods, equipment, supplies Successful Completion of erection & acceptance by owner

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

4.0

10 (Fifteen) %

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.

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For supply of Goods, the payment shall be linked with the dispatch of Materials and 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 Time of Payment % Component Ex-Works Price 10 (Ten) % Condition to be fulfilled As per clauses 13.3.1 & 13.3.2 of these General Conditions of Contract Production of invoices in line with approved billing and despatch Schedule and satisfactory evidence of shipment and submission of Material despatch Clearance Certificate and Inspection Certificate to be issued by Third party 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 reliability operation of plant of Contract by Owner.

Initial advance

2.0

Despatch of Goods equipment/system

65 (Sixty-five) % (of relevant Goods, equipment, system price))

3.0

Receipt of Onshore supplies viz. Goods, equipment, supplies

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

4.0

Successful Completion of erection & acceptance by owner

10 (Fifteen) %

THE TATA POWER COMPANY LIMITED BHIRA 100MW-AUGMENTATION SCHEME INCLUDING MULSHI LAKE SUB-STORAGE UTILIZATION

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Item No.

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 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. If desired by Owner, Contractor may have to engage a third party consultant of international repute on approval of Owner for inspection of imported plates at no cost to the Owner. Other terms in the said Clauses in GCC at Part I of this Volume shall apply.

8.0 8.1

Monthly Progress payments Contractor shall submit Monthly Progress Certificates in four copies to Project Manager at end of each month, in a tabulated form approved by Project Manager , showing amounts to which he considers himself to be entitled. Statement shall include following details, which shall be worked out in sequence listed: (See Clause 3.22 of GCC ) Estimated contract value of the Works executed up to end of month in question, at unit rates and prices included in Contract, in various currencies of Contract; Actual value certified for payment for Works executed up to end of previous month, at unit rates and prices included in Contract, in various currencies of Contract; Estimated contract value and prices included in Works Contract for month in question in various currencies of Contract obtained by deducting (b) from (a); Amounts reflecting changes in legislation, pursuant to Clause 3.21 of GCC, expressed in relevant amounts of foreign and local currencies; Any other sum, expressed in applicable currency or currencies, to which Contractor is entitled under Contract or otherwise. Monthly Payments Such Progress Certificate shall be approved or amended by Project Manager in such a way that, in his opinion, it reflects the amounts in various currencies due to Contractor in accordance with the Contract after deduction of any sums, which may have become due and payable by latter to Project Manager. In cases where there is a difference of opinion as to the value of any item, Project Manager view shall prevail.

8.1.1 8. 1.2 8.1.3 8. 1.4 8.1.5 9.0 9.1

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10.0 10..1

CONTRACTOR'S WORK PROGRAMME Within month of date of Order to Commence, Contractor shall submit to Project Manager a work programme showing the order of procedure in which the Works of various components are going to be carried out and provide the Master Control Net work Chart fixing up the Time for Completion. This may be reviewed and periodically revised by Project Manager in consultation to achieve depending on progress. See Articles 3.18 to 3.19, 9.3 and 9.4 of General Conditions of 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) iii) iv) v) vi) Change orders : Clause 14.0 of GCC 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

11.0

12.0

SETTING OUT Contractor shall be responsible for true and proper setting out of Works in relation to permanent bench-marks and its coordinates. If, at any time during Works, any error shall appear or arise in the position, levels, dimensions or alignment of any part of Works, he shall rectify. The checking of any setting-out or of any line or level by Project Manager or his representative shall not in any way relieve Contractor of his responsibility for correctness thereof. Latter shall carefully protect and preserve all bench-marks, sight- rails, pegs and other things used in setting-out. This issue has also been dealt with under Technical Specifications Activities, Chapter A 4, Part 2 of Volume IV. Title : Surveying and Setting out

13.0

Method Statements During Works, Contractor shall submit, a month in advance of the start of activity, in duplicate, separately for each item of Work such as excavation, concreting and grouting etc. up dated method statements, which should be consistent with drawings

THE TATA POWER COMPANY LIMITED BHIRA 100MW-AUGMENTATION SCHEME INCLUDING MULSHI LAKE SUB-STORAGE UTILIZATION

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and technical specifications and also should take into account all site conditions. These shall include the need of specialized inputs required. 14.0 Field Data Generated during construction All field data generated during construction on various work fronts during excavation / concreting / grouting etc shall be compiled in duplicate and submitted to Project Manager , at intervals of six months.

APPENDIX-CW1 SCOPE OF WORK-CIVIL & HYDRO MECHANICAL WORKS 1. 1.1 Infrastructural Works Land Construction of Project demands no acquisition of land by Project Manager who shall provide land available with him on "as is where is basis" free of cost for project components. Balance land required for Contractors infrastructure works, men, material and construction equipment etc. during construction and maintenance period shall be arranged by latter at his own Cost and arrangements. 1.2 Construction Equipment.

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All Construction Equipment being inducted for execution of Project shall be new or in good working condition on which point, Contractor shall satisfy Project Manager.. 1.3 1.3.1 Construction facilities, Preliminary, Enabling and Ancillary works. Construction and maintenance of temporary roads, bridges & facilities.

1.3.2 Maintenance of permanent roads within Project Area 1.3.3 Construction and maintenance of contractors camp, offices, stores, workshops, laboratories, dispensary, generator station etc. 1.3.4 Construction power required for the Project: This shall be made available at a single point without any commitment. This is covered at para 8.3.2 & 14.0 of Part 1 Section II of Volume IV.

1.3.5 Water supply and communication facilities during the construction period. 2.0 Components of Civil Works Construction of Mulshi reservoir augmentation works by constructing a bund at village Palse. Modifications at surge shaft for providing intake to Water Conductor System.. Construction of new Valve house from Surge shaft. Construction of Water Conductor System involving a Surface penstock, cut and cover and Underground Tunnels with all related construction facilities and linking the same to Power house. Construction of Civil works of Power House housing one unit of 100 MW -Pelton turbine. . Construction of Tail channel and related Gate structure. Construction of switchyard Strengthening of Intake Screens and Gates at Dawdi as optional work. (Optional price to be quoted for this job which shall be apart from the Contract Price ) Tunnel no I rehabilitation works from Intake o surge shaft as again an optional work (Optional price to be quoted for this job which shall be apart from the Contract Price ) Interconnection of Unit 3& 4 to Auxiliary Reservoir ( AR) and AR to Unit 3 & 4 (Optional price to be quoted for this job which shall be apart from the Contract Price ). Carrying out Quality Assurance functions pertaining to Civil Works. Permanent instrumentation for long term monitoring of civil structures such as powerhouse cavern etc.

3.0 4.0

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5.0 6.0

Suitable architectural finish and landscaping in powerhouse complex. Remedial works such as related to seepage in powerhouse complex etc during defects liability period.

APPENDIX-CW 2 BANK GUARANTEE FOR DOWN PAYMENT (To be stamped in accordance with Stamp Act if any, of the Country of the Issuing Bank) Bank Guarantee No........... Date.......................

To, [Owner's Name & Address] Dear Sir,

In consideration of the ---------------------------- ( Project Manager ) which expression shall, unless repugnant to the context or meaning thereof include its successors, administrators and assigns) having awarded to M/s........[Contractor's Name]......... with Registered / Head Office

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at............................... (here in after referred to as Contractor which expression shall unless repugnant to the context or meaning thereof, include its successors, administrators, executors and assigns), a Contract, by issue of Letter of Acceptance No. ........................... dated ................ of Project Manager and the same having been acknowledged by Contractor, resulting into a Contract bearing No. ................................dated...............................valued at...................................................... .for ............................[Name of Contract] ...........................(hereinafter called Contract) and Project Manager having agreed to make an down payment to latter for performance of above Contract amounting .............................. (in words and figures) as Down payment against Bank Guarantee to be furnished by Contractor. We........[Name and address of the Bank]............ having its Head Office at .................................................... (hereinafter referred to as the Bank, which expression shall, unless repugnant to the context or meaning thereof, include its successors, administrators, executors and assigns) do hereby guarantee and undertake to pay Project Manager, immediately on demand any or, all monies payable by Contractor to the extent of .....[ Down Payment Amount]......... as aforesaid at any time up to ..............................(@)...................... without any demur, reservation, contest, recourse or protest and / or without any reference to Contractor. Any such demand made by Project Manager on the Bank shall be conclusive and binding notwithstanding any difference between Project Manager and Contractor or any dispute pending before any Court, Tribunal, Arbitrator etc. We agree that the Guarantee herein contained shall be irrevocable and shall continue to be enforceable till Project Manager discharges this Guarantee. Project Manager shall have full liberty without affecting in any way the liability of Bank under this Guarantee, from time to time to vary the down payment or to extend the time for performance of Contract by Contractor. He shall also have similar liberty to postpone from time to time the exercise of any powers vested in him or of any right which they might have against Contractor and to exercise the same at any time in any manner and either to enforce or to forbear to enforce any covenants, contained or implied, in Contract between Project Manager and Contractor or any other course or remedy or security available to former. Bank shall not be released of its obligations under these presents by any exercise by Project Manager of its liberty with reference to the matters aforesaid or any of them or by reason of any other act or forbearance or other acts of omission or commission on the part of Project Manager or any other indulgence by latter or by any other matter or thing whatsoever which under law would but for this provision have the effect of relieving the Bank. Bank also agrees that Project Manager at its option shall be entitled to enforce this Guarantee against Bank as a principal debtor, in first instance without proceeding against Contractor and notwithstanding any security or other guarantee that Project Manager may have in relation to Contractors liabilities. Notwithstanding anything contained herein: i) i) iii) Our liability under this exceed._______________________. Bank Guarantee shall not

Bank Guarantee shall be valid up to ____________________. We are liable to pay the guaranteed amount or any part thereof under this Bank

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Guarantee only and only if Owner serve upon Bank a written claim or demand on or before (@)______ Dated this ........................... day of ...................... 2007 ............. at ............... . WITNESS ..................................................... (Signature) .................................................... (Name) ............................................... (Official Address)

(Signature) .................................................... (Name) ................................................ (Designation with Bank Stamp) Attorney as per Power of Attorney No.............................. Dated............................................

Notes: 1.

(@) (**)

This date shall be ninety (90) days beyond the date of Completion of the Works. Project Manager may also present any of his demands at the counters of ........(Name and branch of the Bank in India)..........for further relay to us. (To be inserted in case of a foreign currency bank guarantee issued by an overseas bank outside India)

2 Stamp papers of appropriate value shall be purchased in name of Bank issuing BG, on a date after the issuance of LOA.

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