119

HINDUSTAN PETROLEUM CORPORATION LIMITED
(A Government of India Enterprises)

International Competitive Bidding

INVITATION TO BID DOCUMENT

FOR

ENGINEERING AND PROJECT
MANAGEMENT CONSULTANCY

FOR

Single Point Mooring Terminal (SPM) and Sub-
Sea/Onshore Pipeline between SPM and COT at
Vizag Port, Andhra Pradesh

(TENDER NO. CE: 017)

CENTRAL ENGINEERING
6
TH
FLOOR
PETROLEUM HOUSE,
17, J. TATA ROAD
MUMBAI 400 020
(A GOVERNMENT OF INDIA ENTERPRISE)
_________________________________________________________

Doc No. CEC :017 Signature of Bidder with seal 1
CONTENTS

Sl.No.

DESCRIPTION

PAGE No.

1

VOLUME I : INVITATION TO BID

2

2

VOLUME II : GENERAL
CONDITIONS OF
CONTRACT (GCC)

47

3

VOLUME III : SCOPE OF WORK

91

4

VOLUME IV : SPECIFICATION FOR
HEALTH, SAFETY
AND ENVIRONMENT

152

_________________________________________________________

VOLUME I

INVITATION TO BID

A. Project Description
1.0 Introduction
2.0 Engineering and Project Management Consultancy Services
3.0 Time Period
4.0 Payment Terms
5.0 Bid Qualification Criteria

B. Instructions to Bidders

C. Form of Bid

D. Attachments to Form of Bid
1. Commercial
Attachment 1.1 : Payment
Attachment 1.2 : Commercial Entity
Attachment 1.3 : Commercial Data

2. Technical
Attachment 2.1 : Execution Plan
Attachment 2.2 : Key personnel
Attachment 2.3 : Schedule of Work
Attachment 2.4 : Health , Safety, Environment Requirement
Attachment 2.5 : Quality Assurance

3. Checklist for submission of offer

4. Agreed Commercial Terms and Conditions
_________________________________________________________

A. PROJECT DESCRIPTION
1.0 INTRODUCTION:

1.1 Hindustan Petroleum Corporation Limited- Visakh Refinery (HPCL VR), as a perspective
development of the Refinery operations, has proposed to put up a deep water offshore
crude import facility to bring larger crude parcels in Very Large Crude Carriers (VLCC)
tankers to save freight costs and to cater to the future requirement of the refinery expansion
program.

1.2 It is envisioned that the work will be engineered, organized, and managed by the
Engineering Project Management Consultant (hereinafter referred to as EPMC), as
hereinafter defined, in the sections described below with or without some alteration:

Single Point Mooring Terminal (SPM) for handling Very Large Crude Carriers (VLCC)
with sub sea/onshore underground pipeline leading to Crude Oil Terminal (COT).

2.0 ENGINEERING AND PROJECT MANAGEMENT CONSULTANCY SERVICES-
Summary

2.1 Volume III of this Invitation to Bid (ITB) sets forth and describes in detail the Scope of
Work for the Engineering and Project Management Consultant. Set forth below is a brief
summary of the obligations and duties of the EPMC.

SPM and Pipeline between SPM and COT

- Basic Design inclusive of preparation of Detailed Feasibility Report.

- Procurement of all items including long lead items : Finalisation of Material Take Off
(MTO), Material Requisition (MR), Preparation of itemwise cost estimate for each MR,
inviting bids, evaluation of unpriced and priced bids, purchase recommendation,
assistance during negotiations, preparation of Letter of Intent and Purchase Requisition
(PR), review/ approval of design/drawings/documents submitted by suppliers and
inspection & expediting for all orders at vendors shop in India. Expediting of all foreign
orders shall be part of the scope ,however, any visit to such shop outside India shall be
undertaken on approval at extra payments.

-Preparation of tender document for contracts on LSTK basis, finalisation of Qualification
Criteria, invitation of bids, evaluation of unpriced and priced bids, recommendation for
award of job, assistance during negotiations, preparation of draft orders for HPCL to
release. In case , any job needs to be done in Conventional basis to achieve total
completion, the same shall also be done by the EPMC.

_________________________________________________________

-Preparation of detailed cost estimate of LSTK job.

-Preparation of Contract Documents/Agreements.

-Review of design and detailed engineering documents/drawings submitted by the LSTK
contractor.

-Construction supervision and expediting including certification of contractors bills.

-Quality Control as per Specified Standards/Procedures.

-Review and approval of As Built Documents/Drawings.

- Safety Supervision

- Documentation

- Overall Project Management.

3.0 TIME PERIOD

The validity of order for EPMC shall be 36 months from the date of LOI. However, the
entire Project of SPM and pipeline between SPM and COT shall be completed within 30
months from the date of LOI to EPMC..

No deviation on time period is acceptable. Bid with deviation on time period shall be
rejected.

4.0 PAYMENT TERMS

Payments shall be made based on mutually agreed major milestones, which shall be
finalized subsequent to award of the job.

5.0 BID QUALIFICATION CRITERIA

5.1 Bidder should be a project management and engineering consultant and should have:

a) Proven facilities for designing, engineering, purchase, inspection, quality control,
construction supervision and project management pertaining to transportation and storage
of hydrocarbon products.

_________________________________________________________

b) Proven track record of having successfully completed the basic engineering, design,
detailed engineering, procurement, finalisation of contracts, construction supervision,
inspection and project management of at least one cross country on shore hydrocarbon
pipeline project in the last fifteen years and same should have completed minimum one
year of successful operation.

For any specialized jobs, the bidder should have proven track record or should have MOU
to engage the services of back-up consultant(s) having proven track record of having
successfully completed the basic engineering design, detailed engineering, procurement,
finalisation of contracts, construction supervision and inspection of the specific fields of
Cathodic protection, Telecom and SCADA/Leak Detection System of at least one pipeline
project in the last fifteen years and same should have completed a minimum period of 1
year of successful operation.

The minimum qualifying period of one year mentioned above shall be reckoned from the
date of commissioning of the facility to the bid due date.

c) Proven track record of having successfully completed the basic engineering preparation of
tender document, evaluation of bids , review and approval of design of at least one Single
Point Mooring (SPM) system and a submarine pipeline for handling Very Large Crude
Carriers (VLCC) in the last fifteen years and should have completed minimum period of
one year of successful operation. The minimum qualifying period of one year mentioned
above shall be reckoned from the date of commissioning to the bid due date.

d) The Average Annual Turnover of the bidder of the last three preceding Financial years, i.e.
2003-04, 2004-05 and 2005-06 shall not be less than Rs. 11 Crores or US$ 2,400,000.

e) The net worth of the bidder in last three preceding Financial years, i.e. 2003-04, 2004-05 and
2005-06, shall be positive. Bidders with negative net worth will not be considered barring
PSUs approved by HPCL.

NOTE :- In case of bidder being a Joint Venture Company, the company having controlling
interest in management of such Joint Venture Company must meet the relevant qualifying
criteria.

5.2 Bidder should submit sufficient and clear documentary evidence to substantiate the above
along with their offer. HPCL reserves the right to verify the correctness of documentary
evidence furnished by the bidder. Bidder should also submit documentary evidence
pertaining to MOU/Agreement with the back up consultants for the areas specified if
intended to be engaged.

5.3 HPCL reserves the right to assess the capability and capacity of the bidder.

_________________________________________________________

5.4 HPCL reserves the right to verify the successful operation and performance of qualifying
projects and bidder shall arrange permissions for visiting these installations.

5.5 HPCL shall use the Qualification Criteria and Requirements to evaluate the qualifications of
the Applicants. HPCL reserves the right to waive minor deviations in the qualification
criteria if they do not materially affect the capability of an Applicant to perform the EPMC
works.

5.6 Evaluation of only such bidders shall be done who qualify the criteria stated above. Bidders
who do not meet the criteria shall not be considered for further evaluation.

_________________________________________________________

B. INSTRUCTIONS TO BIDDERS

1.0 General

1.1 Instructions

The Instructions to Bidders are detailed instructions regulating the submission of the Bid.
They will control but not form part of the Bid itself, nor will they be included in any
Contract between Owner and Consultant.

Bidder must note that the Attachments to the Form of Bid will form the basis of the Exhibits
which will be attached to and form part of the Contract.

1.2 Owner

For the purposes of this Invitation to Bid (ITB), Owner or COMPANY means
HINDUSTAN PETROLEUM CORPORATION LIMITED, an Indian Company having
Registered Office at 17, Jamshedji Tata Road, Mumbai - 400 020.

1.3 Other Definitions

For the purposes of this ITB the following words and expressions shall have the meanings
assigned to them, except where the context otherwise requires:

"Contract" shall mean the contract formed by acceptance of the Bid, the form of which is
set forth in Volume II;

" Project" shall mean and include Single Point Mooring Terminal & Sub-sea/Onshore
Pipeline ;
_________________________________________________________

"Bid" shall mean Bidder's offer to perform the Scope of Work described in Volume III of
this ITB;

"Bidder" or "Consultant" shall mean the company (Sole or Joint Venture Company or an
incorporated Partnership Firm to whom this ITB is addressed);

"Work" shall mean all necessary work and services to be performed by Consultant as
described in this ITB;

"Site" shall mean the site of the Work, both onshore and offshore.

2.0 Bid Security

The bidder will be required to pay Bid Security either by crossed bank draft payable at
Mumbai from any Nationalised /Scheduled Bank or in the form of an irrevocable Bank
Guarantee(as per attached proforma given in Annexure A) of any Indian Scheduled Bank
or Foreign Bank having an operating Branch in India, or having an Indian Associate Bank
in favour of Hindustan Petroleum Corporation Limited. The amount for the bid security is
as follows :

Foreign Bidders : US$ 11,000
Indian Bidders : Rs. 5,00,000

The Bid Security should be enclosed in a separate envelope clearly marked Bid Security,
apart from Sealed Covers containing Bid Qualification Documents and ITB Documents.
Tenders received without Bid Security will be summarily rejected. However it is to be
noted that Indian Public Sector Enterprises are exempted from Bid Security. For this
purpose, in the event of the tendering company being a Public Sector Enterprise, a
declaration to that effect should be furnished.
_________________________________________________________


The Bid Security will be refunded to the unsuccessful Bidder by means of A/c Payee
cheque, immediately on placement of order on successful Bidder.

3.0 Review of ITB Document

3.1 Completeness of ITB

Bidder is responsible for identifying and checking against the contents list and the drawing
and specification index, that it has received all the ITB documents. Any omissions from
this ITB should immediately be made known to the person named in paragraph 4.1.

3.2 Discrepancies/Ambiguities

Should Bidder find discrepancies, or if the intent or meaning of any of the ITB documents
appears unclear or ambiguous, Bidder should refer the matter to the person named in
paragraph 4.1 of the Instructions to Bidders for clarification.

4.0 Bid Clarifications and Addenda

4.1 Addressee

All questions and requests for interpretations or clarifications related to the ITB document
shall be addressed in writing to:
Central Engineering Cell
Hindustan Petroleum Corporation Limited,
6
th
Floor, Petroleum House,
J. Tata Road,
Mumbai 400 020

Attention : Shri S.G. Subramoney, DGM Purchase
_________________________________________________________


e-mail : sgsuby@hpcl.co.in with a copy of the mail to
vivekchandra@hpcl.co.in
Tel : 91- 22-22028659, 22863606
Fax : 91- 22-66466228, 66466775

4.2 Time Limit

Questions received less than fifteen (15) working days prior to the Bid closing date will not
be responded.

4.3 Replies

A written reply will be made to all questions or requests for interpretation or clarification
made by Bidders. Any such inquiries and all replies having techno-commercial
implications thereto will be circulated to all Bidders (without identifying the source of
inquiry), unless a Bidder requests that such inquiry is to be treated as confidential.

If confidentiality is requested, Owner shall decide, in its sole opinion and without giving
reasons, whether such an inquiry should be treated as confidential. If the decision is not to
treat the inquiry as confidential, Bidder will be given the option of withdrawing the inquiry
or confirming that it and the reply may be circulated to all Bidders. If deemed appropriate
by Owner, a reply may be furnished or subsequently repeated in the form of a written
addendum to the ITB.
4.4 Addenda

Addenda to the ITB may be issued at any time prior to the date fixed for receiving Bids, to
vary either the Bid period or any part of the ITB documents.

_________________________________________________________

4.5 Integral Part of ITB

All addenda are to be considered as an integral part of the ITB documents. They will be
sequentially numbered and sent simultaneously and in identical form to each Bidder which
shall acknowledge such addenda by signing and returning the form of acknowledgment that
will accompany the addenda.

4.6 Bidder to Confirm

Bidder is required to take account in its Bid of all addenda received during the Bid period
and to confirm in its Bid that this is the case.

4.7 Non-binding Statements

Except for any written reply to a question or request for interpretation or clarification, or
other written statement which is expressly stated to be an addendum to the ITB documents,
from the authorized person mentioned in paragraph 4.1, no written or oral communication,
representation or explanation by Owner, its employees or agents, whether made before or
after the issuance of this ITB, shall be binding on Owner or shall be taken to bind or fetter
Owner under the Contract.

5.0 Conditions of Bid
5.1 Language
The Bid and all supporting documents shall be in the English language.
5.2 Incomplete/Late Bids
Incomplete Bids may not be considered and late Bids shall be rejected.
5.3 Telephone Bids
Telephone or telefax proposals or quotations will not be accepted .

_________________________________________________________

5.4 Cost of Preparing Bid

Bidder is responsible for all of its expense, cost and risk incurred in the preparation of the
Bid, and in attending any Bid meeting and visiting the Site or any other location in
connection therewith, prior to execution of the Contract by both parties.

5.5 Ownership of ITB Document

The ITB document and addenda thereto, together with any other communications, are
issued for the purpose of requesting Bids only. They remain the property of Owner and
shall be returned to Owner on request. The Bidder shall not disclose any information
contained in the ITB documents or otherwise supplied with this ITB to any third party,
except for the purpose of preparing its Bid, and shall require any such third party to treat
such information as confidential. In the event that such confidentiality is breached, without
prejudice to any other rights of Owner, the Bid may be rejected.

Copyright in the ITB documents and addenda thereto are reserved.

5.6 Form of Bid

Bidder shall complete the Forms of Bid and the Attachments thereto as set forth and
provided in Section D and Section E, respectively, of this Volume I. Further instructions
are provided on each Attachment stating what is required. These requirements are a
minimum. Additional information or a more detailed response will enhance the Bid.

NOTE: The instructions provided on each Attachment are not to be included in the Bid
unless otherwise stated in the Attachment.

_________________________________________________________


5.7 Confidentiality of Bid

Owner will treat the information submitted with the Bid as confidential, but shall be
entitled to disclose such information to its shareholders and to third parties advising Owner
and its shareholders in connection with the Bid and the Project. Owner will require such
third parties to treat such information as confidential.

5.8 Acceptance of Bid

Owner reserves the right to discuss clarifications and exceptions with the Bidder and to
negotiate modifications to the Scope of Work, or any part of the Bid. Owner may reject
any Bid in whole or in part, or reject all Bids with or without notice or reasons, and if no
Bid is accepted, abandon the Work or have the Work performed in such manner as the
Owner may elect.

5.9 Firm Offer

The Bid shall constitute a firm offer on the part of the Bidder which shall remain binding
upon the Bidder for the period stated in paragraph 12.1 below, and which may be accepted
by Owner at any time prior to expiration of that period.

5.10 Notice of Award

Announcement or notice by Owner of the successful Bidder shall in no way constitute an
acceptance of such Bidder*s firm offer, nor shall Owner be considered to have accepted
any Bid or otherwise be subject to any contractual relationship with any Bidder arising out
of such Bid, unless and until execution of the Contract by both parties.

_________________________________________________________

5.11 Discussions

Owner reserves the right to discuss with any or all Bidders concerning the terms of their
respective Bids at all times prior to execution of the Contract by both parties.

6.0 Submission of Bid Qualification Documents and Bid :

The bid document shall be submitted in 3 separate sealed envelopes as follows :

a) Envelope-I containing bid security

b) Envelope-II containing Bid Qualification Documents, as described in 6.1 below.

c) Envelope-III containing Bid, as described in 6.2 below.

6.1 Submission of Bid Qualification Documents

The Bid Qualification Documents shall be submitted in a sealed envelope clearly marked
as :

ITB DOCUMENT CE : 017 - DO NOT OPEN
BID QUALIFICATION DOCUMENTS

6.2 Submission of Bid

6.2.1 The Bid shall be submitted as follows:

1. Technical

_________________________________________________________

The Technical Bid shall contain Volume II (Contract & Exhibits) and Volume III (Scope of
Work) duly signed and stamped on each page as a token of acceptance of all the contents
therein. The Technical Bid shall also contain Attachments 2.1 to 2.6 duly filled up. The
Technical Bid shall be submitted as one original and one copy in an envelope, clearly
marked as follows:
TECHNICAL

2. Commercial

The commercial Bid shall contain Attachments 1.1 to 1.3 and shall be submitted in separate
envelopes, as one original and one copy in an envelope, clearly marked as follows:
COMMERCIAL

3. Priced Bid

PRICED BID in original in a separate sealed envelope

6.2.2 Sealed Cover

All the envelopes mentioned above, as applicable, shall be contained in a single sealed
cover which shall be clearly marked on the outside as follows as the case may be :

ITB DOCUMENT CE : 017 - DO NOT OPEN

6.3 Sale of ITB Document and Time of Submission

Interested bidders can obtain the ITB document in person on payment of the cost price
through a demand draft/bankers cheque payable at Mumbai and drawn in favour of
Hindustan Petroleum Corporation Limited.

Cost price (Non refundable): Rs. 5000/-for Indian Bidders and US $115 for foreign bidder.
_________________________________________________________


Date of Sale: 07.06.2006 to 17.07.2006

Timings of sale: From 1000 hrs. to 1700 hrs. IST on working days from Monday to
Friday (Except holidays).

Due Date for submission: Upto 1500hrs (IST) of 18.07.2006.

Tender opening: 1530 hrs. on 18.07.2006 in presence of intending bidders at the address
given in paragraph 4.1 of the Instructions to Bidders

ITB document can also be down loaded from our website www.hindustanpetroleum.com
and in that case the non refundable cost price of ITB document is required to be paid by
submitting a demand draft/bankers cheque payable at Mumbai and drawn in favour of
Hindustan Petroleum Corporation Limited, along with the submission of bid.

Please note that the ITB document is for the sole use of the company to whom it is issued
and is non-transferable. Parties who have not purchased the ITB document in their own
name are not permitted to bid.

6.4 Place of Submission

Bids shall be delivered to the person mentioned and to the address given in paragraph 4.1
of the Instructions to Bidders.

6.5 Pre-Bid Meeting

Pre-Bid meeting will be held with the bidders before the due date of submission of bids to
clarify any query from the bidders on ITB Document and related issues. Pre-Bid meeting
will be held on June 26, 2006 at 1000 hrs at Visakhapatnam.

7.0 Modification or Withdrawal of Bid

Bidder may, without prejudice to itself, modify or withdraw its Bid by written notification
from an authorized signatory of Bidder, provided that the notification is received by Owner
prior to the closing date for receipt of Bids. Following withdrawal of Bid, Bidder may
_________________________________________________________

submit a new Bid provided such new or modified Bid is received by Owner prior to the
closing date for receipt of Bids.
8.0 Opening of Bid Qualification Documents and Bids

9.1 Subject to clause 2.3 of Instructions to Bidders, the sealed envelope containing bid security
and Bid Qualification Documents shall be opened in presence of attending authorized
representatives of Bidders on time and date stated above.

9.2 The sealed cover containing Technical and Commercial - Unpriced Bids... Part of the Bid
of the Qualified Bidders shall be opened in the presence of attending authorized
representatives of the Bidders at a later date which will be intimated to the Qualified
Bidders.

9.3 The sealed cover containing Priced Bid Part of the Bid of Techno-Commercially
acceptable Bidders shall be opened in the presence of attending authorized representatives
of the Bidders at a later date which will be intimated to the Techno-commercially
acceptable Bidders.

Note: The attending representative should submit Authority Letter from the Bidder
authorising him to represent the Bidder.

10.0 Unsuccessful Bid

10.1 Notification

In the event that a Bidder is unsuccessful with its Bid, Owner shall notify the Bidder
accordingly.

_________________________________________________________

10.2 Reasons
No correspondence or discussions concerning reasons for rejecting any Bid will be entered
into by Owner.

11.0 Negotiations with Governmental Authorities

Bidder shall not, under any circumstances, apply to or enter into negotiations or into any
agreement with any governmental authority, agency or regional authority in connection
with its Bid without Owner*s prior, written approval.

12.0 Commercial Bid Conditions

12.1 Validity of Bid

The Bid shall remain valid and open for acceptance by Owner for a period of 180 days
from the closing date of the Bid submission(Bid due date)/Extended due date.

12.2 Currency

Bids shall be priced in United States dollars (USD/$) or the currency of Bidders country
for Foreign bidders, but may indicate which portions of the Bid, if any, have been
calculated in Indian Rupees, providing the assumed exchange rate.

Bids shall be priced in Indian National Rupees (INR) for Indian bidders.

12.3 Errors and Omissions

Bidder shall ensure that there are no errors or omissions in the Priced Bid. In case
any omissions are noticed in the Priced Bid, the Bid is liable to be rejected. In case
_________________________________________________________

there are arithmetical errors in the Priced Bid, Owner shall have the right to consider
such Bid with the lowest amount calculated arithmetically. In case of any mismatch
between the quoted price in words and figures, the amount mentioned in words shall
be considered for evaluation and placement of order.

12.4 Taxation

Bidder is advised to seek its own information, consultation and advice regarding the
applicability of these laws and requirements pursuant to this ITB.

13.0 Bid Exceptions/Deviations

Bidder is required to stamp and sign all pages of this ITB and the same has to be attached
without fail with the Technical Bid indicating understanding, agreement and acceptance to
the ITB requirements/stipulations.

Any deviations from or exceptions to the ITB data, specifications, terms, conditions and/ or
any other aspects of the ITB document must be listed clearly and separately in the
Technical Bid.

Even if there are no deviations, the Bidder shall advise the same on his letterhead and
enclose it with the Technical Bid.

Owner reserves the right to accept Bids with or without loading for the deviations/
exceptions with regard to the Clauses, Sections and Articles of the Bid Document other
than those mentioned above.

Bidder* ** *s standard Terms and Conditions shall not be considered. If Bidder insists on
its Terms and Conditions, it shall subject such Bid to rejection.
_________________________________________________________


14.0 The Bid should, in addition to any other information requested by this ITB, contain the
following:

- The deliverables required from HPCL to achieve an aggressive Project schedule.
- Firm price to cover all requirements listed in this ITB and its attachments.
- Price breakdown in accordance with the ITB.
- List of clarifications to the ITB.
- Declaration of any licenses or technologies which might cause Consultant to have a
conflict in working with other licensors.
- Organization chart.
- Schedules (PERT and GANTT), including identification of critical path.
- Man-hour loading curve.
- Resume of the one Project manager/leader and max. 10 key personnel.
- Experience list of similar projects performed in the past ten years.
- Extra work rates.
- EPMC work plan.

15.0 Retention Money.

Retainage shall be applicable as described in the GCC for EPMC enclosed as Volume-II.

Bank Guarantees of only following banks are acceptable:
a) Indian Scheduled Banks.
b) Foreign Banks having an operating Branch in India, or having an Indian Associate
Bank.

Release of Retainage. The Retainage shall be released to Consultant within 30 days of the
date of successful completion of defect liability period of one year from the date of
Provisional Acceptance of work, if no defects in the performance of work, attributable to
Consultant, are observed within the period.

_________________________________________________________

16.0 Liquidated Damages for Delayed Delivery

Completion period for the job shall be deemed as the essence of the order/agreement and
LD shall be applicable as per clause 10 of GCC.

17.0 Evaluation of Bids

17.1 The price evaluation of bids shall be done in terms of INR , i.e after converting the prices
submitted in US Dollars. The exchange rates prevailing on the day of opening of priced
bids shall be considered for this purpose.

17.2 Purchase Preference or any other benefit for Indian Public Sector Enterprises or other
sectors , shall be considered for evaluation purposes as per directives of Government of
India from time to time. At present, Indian Public Sector Enterprises are entitled to 10%
Purchase Preference.

17.3 The Bids will be loaded, where ever applicable for the commercial deviations / exceptions
insisted by Bidder and accepted by Owner.

18.0 Owner's Responsibilities :

18.1 Owner. For the purposes of this Invitation to Bid (ITB), Owner or COMPANY means
HINDUSTAN PETROLEUM CORPORATION LIMITED (HPCL), an Indian Company
having Registered Office at 17, Jamshedji Tata Road, Mumbai - 400 020 and respective
successors - in - interest and permitted assigns.

* By HPCL with other company(ies).

18.2 Owner's Representative. Upon execution of this Contract, Owner shall designate a
representative ("Owner's Representative") who shall be appointed to represent Owner
under this Contract and notice given to and received from Owner's Representative shall
have the same effect as if given to or received from Owner. Owner shall notify Consultant
of the designation of the Owner's Representative by delivering to Consultant a letter
naming such person or any replacement. Except as expressly stated in this Contract, the
Owner's Representative shall have no authority to relieve the Consultant of any of its duties,
obligations, liabilities or responsibilities under this Contract.

_________________________________________________________

18.3 Delegation. With the prior, written approval of Owner, Owner's Representative may, from
time to time, delegate any of his duties to assistants, and may at any time revoke any such
delegation.

18.4 Approvals. Owner shall expeditiously review and, where appropriate, approve all drawings,
specifications, proposals and requests submitted by Consultant pursuant to this Contract.
Except as expressly otherwise specified elsewhere in this Contract, Owner shall approve
within 45 working days of receipt of any such submission, in the case of submissions
requiring action by governmental agencies or committees, and within 15 working days of
receipt of any such submission, in the case of submissions requiring action by Owner only.
If no approval is given in the case of a submission requiring action by Owner only, a note
of the reasons for such non-approval shall be provided. In case no written advice, comment
or instruction is received by Consultant within such periods, or within any periods for
review and approval stated elsewhere in this Contract, each submission for approval shall
be considered approved; provided, however, that Owner shall never be deemed to have
given approval pursuant to the terms hereof which would:

(i) cause any amount to become due and payable or increase the Contract Price or
compensation due Consultant hereunder;

(ii) modify the Schedule of Work;

(iii) detrimentally affect the quality of the Work; or

(iv) cause any portion of the Work to become accepted by Owner.

A submission for approval shall not be completed until such time as Owner has received
from Consultant in Owner's Project office all information required by the terms of this
Contract to be provided by Consultant, or in cases where this Contract does not specify the
information to be provided, such information as Owner may reasonably require in order to
be able properly to form an opinion concerning the submission for approval.

18.5 Information as to Local Law. If requested to do so, Owner will provide
reasonable assistance to Consultant in obtaining information relating to laws, regulations
and ordinances, including safety regulations, in India and applicable to the performance of
Consultant's obligations hereunder.

18.6 Permits and Licenses. Owner shall obtain and maintain any registrations, licenses
(including import licenses for the Work), and permits which are required by any applicable
_________________________________________________________

Indian laws or regulations and which are required to be in the name of Owner or its
employees or agents.

18.7 Insurance. Owner shall take the following Insurance policies:

a) Comprehensive Transit cum Storage cum Erection insurance for goods and facilities.
b) Automobile Insurance for vehicle owned or hired by owner.

19.0 Compliance with Codes and Standards. Consultant to agree that the Work and all
systems, components and parts of the Work shall comply with but not limited to :

(i) those design criteria, codes and standards which are specified in or referenced by this
Contract; and

(ii) the requirements of all relevant Indian authorities, including :

a) Factories Act;
b) Indian Petroleum Rules;
c) Tariff Advisory Committee Guidelines;
d) Liquid effluent discharge, as per Minimal National Standards for liquid effluents and air
emissions conforming to Pollution Control Board Standards;
e) Civil Aviation Rules;
f) Indian Boiler Regulation Act;
g) Indian Electricity Rules;
h) Requirement of Chief Controller of Explosives.
i) OISD Guidelines/norms.
j) Pollution Control Board Stipulations/Requirements.
k) Requirements of Central/State Government Authorities.

Consultant to also agree that all design criteria, codes and standards included in this
Contract, are and at all times prior to the Acceptance of the Work, will be in compliance
with the requirements of such authorities.

19.0 Bidder to quote their PAN

_________________________________________________________

C. FORM OF BID
(To be typed on Bidder*s letterhead)

Central Engineering Cell
Hindustan Petroleum Corporation Limited,
6
th
Floor, Petroleum House,
J. Tata Road,
Mumbai 400 020

Attn : Mr.S.G.Subramoney DGM, Purchase & Materials

Dear Sir,

We, the Bidder, confirm having examined all the documentation comprising the Invitation
to Bid and hereby submit this Bid to provide EPMC services for the Project with the
Attachments listed hereunder. All rates and prices shall remain firm and fixed through to
completion of the Work and shall not be subject to escalation.

We also confirm having satisfied ourselves as to the sufficiency of our Bid in ensuring
strict compliance with the Scope of Work and all other documents, conditions and
requirements forming an integral part of the Invitation to Bid and that Bid Addenda Notices
numbers __ to __ inclusive have been received by us and taken into account in preparing
this Bid.

If this Bid is accepted by Owner, we undertake to commence the Work in accordance with
the Contract as instructed by Owner, and that we will execute and complete the whole of
the Work within the time stated in Attachment 2.3 to this Bid.

In consideration of your supplying us with the ITB documents and, subject to the
provisions thereof, your agreeing to examine and consider this Bid, we undertake:

(a) to keep this Bid open for acceptance without unilaterally varying or amending its terms or
provisions for the period of 180 calendar days from the date fixed for receiving this Bid by
Owner; and

(b) to hold in confidence all documents and information supplied to us at any time by Owner in
connection with this Bid or with the Work, and without your prior, written authority, not to
publish or otherwise disclose the same.

We understand that Owner shall not be considered to have accepted this Bid, or otherwise
be subject to any contractual relationship with us arising out of this ITB or Bid, unless and
_________________________________________________________

until execution by both parties of the Contract. We also understand that Owner is not bound
to accept the lowest or any other Bid it may receive.

We certify that this is a bona fide proposal, intended to be competitive, and that neither the
total amount nor any price or rate has been fixed or adjusted by any agreement or
arrangement with any other person or persons.

We also certify that we have not and shall not undertake any of the following acts prior to
the execution by both parties of the Contract:

a) Communicate to any person or persons, other than the party calling for this Bid, the amount
or approximate amount of the Bid or any part thereof, except where necessary and in
confidence, to enable the preparation of a complete Bid.

b) Enter into an agreement or arrangement with any other person or persons, that such person
or persons will refrain from bidding, or as to the amount of the Bid such person will submit.

c) Offer, pay, give or agree to pay any sum of money or valuable consideration directly or
indirectly to any person or persons for doing, agreeing to do or having done or causing,
agreeing to cause, or having caused to be done, any act described above.

In this respect, "any person or persons" refers to any body or association, corporate or
unincorporated, and any "agreement or arrangement" included in any such transaction,
formal or informal and whether legally binding or not.

We have each, individually and corporately, made diligent and formal inquiry of
appropriate members of the bidder company or companies, and if necessary of their
independent auditors, and we and they know of no matter which a reasonably prudent
person in this industry, familiar with Bidder, would conclude may cause a substantial
problem in completing the Work provided and set forth in this Bid and any resulting
Contract.

This Bid shall be governed by and construed in all respects according to the laws for the
time being in force, in India.

Signed : __________________ Signed :
Name (typed) : Name (typed) :
Position : Position :
Date : Date :
_________________________________________________________


I, (name of Company Secretary) , Company
Secretary of (name of Bidder) attest
that the foregoing persons (names of signatories) are known to
me, are officers of (name of Bidder) are authorized to
enter into binding obligations and to have affixed their signatures to this Bid.

Signed:
Date:

_________________________________________________________


D. ATTACHMENTS TO FORM OF BID :

1. Commercial

Attachment 1.1 - Payment
Attachment 1.2 - Commercial Entity
Attachment 1.3 - Commercial Data

2. Technical

Attachment 2.1 - Execution Plan
Attachment 2.2 - Key Personnel
Attachment 2.3 - Schedule of Work
Attachment 2.4 - Scope of work (Duly signed with seal on each page)
Attachment 2.5 - Health, Safety, Environmental
Attachment 2.6 - Quality Assurance

_________________________________________________________

ATTACHMENT 1.1

PAYMENT

NOTE: Bidder shall complete this Attachment 1.1 or a copy thereof and return it in its
entirety with the Priced Bid.

1.0 Preamble

1.1 Contract Price

Owner shall pay Consultant, where specified, for full and complete performance of the
Work accepted by Owner if:

(a) Consultant has complied with all the terms and conditions in all parts of the Contract and

(b) Consultant has fulfilled all of its financial obligations incurred as a result of its
performance of the Work.

Payment shall be the sum of the following fixed lump sum prices, and other rates, all of
which are subject to the provisions of the Contract and all of its parts. Owner is not
responsible for any cost incurred or schedule delay as a consequence of Consultant's action
or lack of action which is not in accordance with the terms and conditions of any part of the
Contract.

1.2 Basis of Lump Sum Prices and Other Rates

The fixed lump sum prices and other rates set forth herein shall be inclusive of all cost, risk
and expense, overhead, profit and/or fee related to the satisfactory performance and
completion of the Work and all taxes and duties. The lump sum prices and other rates shall
include any and all costs related to management, design, engineering, tendering, bid
evaluation, supervision, attendance at all meetings with Owner/contractors (whether at
Owner's premises, Owner's nominated location or Consultant's premises), inspection,
testing and quality assurance/quality control of the Work, and Progress monitoring as more
particularly described in the Scope of Work, or elsewhere in the Contract. Said lump sum
prices and other rates shall include, but not be limited to, the costs of all labor, supervision,
management, (including, but not limited to, wages, benefits, payroll, taxes, travel expenses,
and other costs related thereto as are paid to employees), all equipment, rental of third party
equipment, communications equipment, communications charges (including those incurred
by Owner while in Consultant's offices), general administrative costs of Consultant's
operation (including travel, lodging, boarding, transport facility, camp sites, offices) all
_________________________________________________________

reproduction and graphics costs of whatever kind, stationery, postage and courier expenses,
all insurance requirements and coverage, and financing, and all other costs or expenses of
any type or kind whatsoever which directly or indirectly relate to accomplishing the Work
and complying in full with the provisions of the Contract, and which are not otherwise set
forth or referred to in the Contract as a reimbursable expense. All downtime due to weather
and mechanical breakdown shall be to Consultant's account and is deemed to be included in
the fixed lump sum prices and other rates.

In addition to the schedule mentioned in 3.0 below, the bidder is also required to give
break-up of Man hours as given in Annexure 1.1.1 for the Project.

Payments shall be made based on mutually agreed major milestones, which shall be
finalized subsequent to award.

2.0 Schedule of Lump Sum Prices

For satisfactory performance and completion of the Work by Consultant, as described in
the Scope of Work, Owner shall pay Consultant for the applicable part as follows :

As per Annexure 1.1.2 for the Project

2.1 Bidder shall quote lump sum prices against individual components indicated in the
Annexure 1.1.2.

3.0 Unit Rates (Per Diem Rate)

The unit rates set forth shall be applied solely at Owner's option for changes in the Work
and for resultant additions to or deletions from the fixed lump sum price(s) as set forth in
paragraph 2.0 of this Attachment 1.1. Such adjustments to payment to Consultant may be
determined by Owner in accordance with this schedule.

Bidder shall insert the appropriate unit rates bearing in mind that the rates shall be all
inclusive as defined in paragraph 1.2 of this Attachment 1.1.

[to be supplied by Bidder]

Bidder to note that such rates shall be considered for evaluation purpose.

_________________________________________________________

4.0 Reimbursable rates

In the event that Consultant is instructed by Owner to perform additional work on
reimbursable basis, the following percentage mark up for services shall apply. The
percentage markup shall be all inclusive as defined in paragraph 1.2 herein.

Payment for reimbursable Work shall be based on actual cost, as substantiated by invoices,
and approved by Owner, prior to the application of the percentage markup.

Consultants markup for services of third parties is : _______ % ( Bidder
to quote).

_________________________________________________________


Annexure 1.1.1

BREAK-UP OF MAN HOURS

SL. NO.

MAJOR MILESTONES

FACILITIES

SPM PIPELINE
BETWEEN SPM
AND COT
1 BASIC DESIGN AND PROCESS

2 PURCHASE OF LONG LEAD ITEMS

3 TENDERING FOR LSTK JOB UPTO
PLACEMENT OF ORDER

4 APPROVAL OF LONG LEAD ITEM
SUPPLIERS DRAWINGS / DOCUMENTS

5 APPROVAL OF LSTK CONTRACTORS
DRAWINGS / DOCUMENTS

6 EXPEDITING AND INSPECTION IN
INDIA as well as ABROAD

7

CONSTRUCTION SUPERVISION AND
MATERIALS MANAGEMENT

8 COMMISSIONING

9 APPROVAL OF OPERATIONS MANUAL

TOTAL

_________________________________________________________


Annexure 1.1.2

SCHEDULE OF LUMPSUM PRICES

Item

Description

Lumpsum US $/bidders
country currency
(Figures /Words)

Lumpsum
(INR)
(Figures
/Words)

1

SPM

2

PIPELINE BETWEEN SPM
& COT

Notes:

1. This format shall be used for quoting the prices. Prices furnished anywhere else in
the bid shall not be considered. All figures in the format shall be clearly entered,
without any alterations in firm figures and qualifications; changes and deletions
shall be initialed in each copy of the bid. Figures shall be repeated in words. In the
event of a discrepancy between the amount stated in figures and in words, the rate
quoted in words shall be deemed to be the correct amount and considered for
evaluation.

(a) The above prices shall be inclusive of all applicable taxes and duties except
Service tax, which if applicable, shall be to Owners account. Owner shall
pay service tax extra at the prevailing rate.

(b) TDS as per applicable rates shall be deducted at source from all
bills/payments.

(c) With holding Tax: In case of foreign bidders, withholding tax shall be
inclusive in the quoted price and the with holding tax rate should be clearly
mentioned in the unpriced as well as priced bid.

_________________________________________________________


ATTACHMENT 1.2

COMMERCIAL ENTITY

1.0 General
Bidder shall provide the following information regarding the organization bidding for the
Work.

1.1 Type of Entity
State whether entity bidding is a company, corporation, incorporated joint venture company
or an incorporated partnership firm. State place of incorporation and, if a partnership,
provide the full name and address of all partners.

1.2 Joint Venture

If Bidder is a joint venture company, Bidder shall submit a current copy of the joint venture
agreement. If the joint venture is an incorporated entity, the agreements between the
companies are required, with identification as to the senior or managing company. If the
Bidder is a partnership or a contractual joint venture company, then each participating
company shall sign the Contract and be a party thereto.

1.3 Organization

Bidder shall submit a corporate organization chart and structure clearly evidencing its
relationship and position relative to any associated or affiliated companies.

1.4 Arrangement to Bid

If Bidder is submitting a Bid where it has agreed to an arrangement with another company
without having arranged a formal joint venture, Bidder shall provide full details of such
arrangements.

1.5 Authorization of Signatories

Bidder shall submit satisfactory evidence of the authority of any signatory on its behalf.
_________________________________________________________

ATTACHMENT 1.3

COMMERCIAL DATA

1.0 General

Bidder is required to comply fully with the following commercial requirements which will
comprise part of the commercial evaluation.

1.1 Submit comprehensive details evidencing Bidders arrangements for funding all costs
which will be incurred as a result of performing the Work. Such information shall include
a written statement issued by Bidder*s principal banker and from independent chartered or
certified accountants confirming that Bidder is solvent and has sufficient funds available in
order to perform the Work.

1.2 Submit a copy of the latest published accounts and details of any existing loans and
guarantees to others.

1.3 Annual Turnover in last three preceding financial years:
2003-04
2004-05
2005-06

1.4 Audited Annual Report/Balance Sheets/Profit and Loss Account Statement

1.5 Certify that its financial condition has not undergone material adverse changes since the
date of latest audited annual report

1.6 Provide full details of any off-balance sheet commitments such as joint ventures

_________________________________________________________

ATTACHMENT 2.1

EXECUTION PLAN

1.0 General

Bidder shall provide an execution plan describing how the Project will be organized,
managed and executed. The description shall cover all aspects of the Project from award of
Contract, through and including aspects of the Basic Design and the Detailed Engineering,
construction, completion, commissioning and handover of the Project, including but not
limited to :

- Organization chart.

- Experience list of similar projects performed in the past eight years.

- Work plans for Basic Design, Detailed Engineering, Equipment procurement, and
Project management.
_________________________________________________________

ATTACHMENT 2.2

KEY PERSONNEL

1.0 General

Bidder shall provide details of the structure of its Project team, the personnel and their
experience as requested below.

2.0 Organization charts

An organization chart shall be provided of the overall project structure and separate
organization charts showing home office structures and any other organization that may
assist the Bidder in the Project implementation.

Organization charts shall name key personnel, and show their line responsibility and
reporting position.

3.0 Key Personnel

A resume shall be provided for each person indicated on the above organization charts
outlining their qualifications, length of service with the company, appropriate experience
for the position nominated, etc.

Bidder must note, that it is a requirement of the Contract, that all key personnel be fluent in
the English language.
_________________________________________________________

ATTACHMENT 2.3

SCHEDULE OF WORK

1.0 General

Bidder shall provide a Schedule of Work showing how it proposes to complete the project
within 30 months from the date of issuance of Letter of Intent by keeping in mind the mile
stones as mentioned in table 2.3.1. The Schedule of Work shall be in the form of bar chart
schedule or schedules covering all aspects of the Work, from award of Contract through to
completion of commissioning of the Project including but not limited to , those aspects set
forth in the attached Project Schedule. Table 2.3.1 is an indicative schedule, and Bidder is
encouraged to make it more aggressive and comprehensive. Schedule in the form of
PERT/CP network with slacks for start/end of non-critical activities should also be
provided.

Effective date of order shall be the date of LOI/FOI irrespective of signing /finalization of
the contract agreement.

2.0 Man hour loading curve

Bidder is to provide dates associated with completion of Milestones, as set forth in
Attachment 1.1.

Bidder is to provide a man-hour loading curve in sequence with the Milestone Schedule.

_________________________________________________________


Table 2.3.1

SCHEDULE OF MAJOR MILESTONES

SL.
NO.

MAJOR MILESTONES

FACILITIES

SPM

PIPELINE
BETWEEN
SPM AND COT

1 BASIC DESIGN AND PROCESS

START

FINISH

2 PURCHASE OF LONG LEAD ITEMS

START

FINISH

3 TENDERING FOR LSTK JOB UPTO
PLACEMENT OF ORDER
START

FINISH

4 APPROVAL OF LONG LEAD ITEM
SUPPLIERS DRAWINGS / DOCUMENTS
START

FINISH

5 APPROVAL OF LSTK CONTRACTORS
DRAWINGS / DOCUMENTS
START

FINISH

6 EXPEDITING AND INSPECTION

START

FINISH

7

CONSTRUCTION SUPERVISION AND
MATERIALS MANAGEMENT
START

FINISH

8 COMMISSIONING

START

FINISH

9 APPROVAL OF OPERATIONS MANUAL

START

FINISH

_________________________________________________________

ATTACHMENT 2.4

HEALTH, SAFETY, ENVIRONMENTAL REQUIREMENTS

1.0 General

Bidder shall provide details of its compliance with the Project health, safety and
environmental requirements included with this ITB. This commitment shall be supported
by HSE statements and manuals / procedures for Bidder and all major subcontractors.

Bidder to accept General terms and Conditions pertaining to Health, Safety and
Environment as applicable enclosed in Volume-IV

_________________________________________________________

ATTACHMENT 2.5

QUALITY ASSURANCE

1.0 General

Bidder shall provide details of its intended compliance with the Project quality assurance
requirements included with this ITB.

This compliance shall be supported by quality statements and quality manuals for the
Bidder and all major subcontractors.

_________________________________________________________


. CHECKLIST FOR SUBMISSION OF OFFER
(Information to be submitted along with bid)

Bidders are requested to duly fill-in the following checklist by providing necessary
information/documentary proof and submit along with bid; (please tick Yes/No as
applicable):

Completed Qualification details with documentary proof.

Submitted

Consultants shall provide an Implementation schedule showing how they
proposes to mechanically complete & commission the project within 30
Months basis their suggested milestones. Consultants shall also provide the
time required to complete each of the Milestone.
The Schedule of Work shall be in the form of schedules covering all aspects
of the Work in detail, from award of Contract through mechanical completion
of the Project. Schedule in the form of PERT/CPM network with slacks for
start/end of non-critical activities should also be provided.

Submitted

Bankers credit worthiness certificate showing cash credit and Bank
Guarantee limits.

Submitted

PAN and Sales Tax registration certificate.

Submitted

Details of design, engineering facilities available with the applicant.

Submitted

Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
_________________________________________________________

Applicants estimation of resources required in terms of manpower etc.

Submitted

Details of the office(s) where the Feasibility & Cost Estimate Study/PMC
activities will be carried out.

Submitted

Quality Assurance Plan

Submitted

Purchase preference to Indian PSU, as applicable, shall be given.

Accepted

Project organization / Management chart at home office / head office /
branch offices with Bio-data indicating qualifications and experience of
key personnel of all involved disciplines.

Submitted

Site Organization chart proposed to be committed for execution of work
giving Bio-data of key personnel and Engineer-in-charge, details of
progressive built-up chart envisaged for skilled personnel at site.

Submitted

Power of Attorney / Authorization with the seal of the company in favour
person(s) signing the tender.

Submitted

Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
_________________________________________________________

Copies of Audited Annual Report, Balance Sheets and Profit & Loss
Account Statements for last three financial years (i.e. 2003-2004, 2004-
2005 & 2005-2006), showing Annual Turnover and Financial Status of
the Applicant, duly certified by a Chartered Accountant .

Submitted

Submitted for the years:
1. _________________________
2. _________________________
3. ____________________________

Latest and valid Solvency Certificate from Bankers.

Submitted

Certificate dated ________________

Name of Bank _______________________

Certificate showing that applicant is not under liquidation, court
receivership or similar proceeding

Submitted

Information regarding any current litigation in which the Applicant is
involved.

Submitted
Certificate showing Net worth of applicant for last three financial years
(i.e. 2003-2004, 2004-2005 & 2005-2006).

Submitted

List of various engineering / management facilities / software to be used
along with brief description.

Submitted
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
_________________________________________________________


List of various communication ways to be adopted for quick interaction
and implementation.
Submitted

A complete set of ITB document marked ORIGINAL is required to be
signed and stamped on each page.

Submitted

Addenda (if any) to ITB is required to be signed and stamped on each
page

Submitted

Acceptance/Deviation sheet in Consultants letter head

Submitted

Any other details relevant to the job

Submitted

Acceptance to HSE conditions as per Volume-IV (as applicable)

Submitted

Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
_________________________________________________________


AGREED COMMERCIAL TERMS AND CONDITIONS

SN TERMS AND CONDITIONS BIDDERS ACCEPTANCE
(Bidder may note that deviation
is liable bid for rejection)
1 Bid submission as per Tender

2 Validity of the bid: 180 days from bid closing/extended
closing date for order placement.
3 Firm and valid Offer during the validity period and till
completion of order/contract (ie 36 months from LOI) ,
without any escalation.

4 Submitted Audited Balance Sheet , Profit and Loss
statement as mentioned in the ITB for the last three
FY.

5 Currency of quote (INR/US$/cuurency of bidders
country)
6 Time Period shall be Effective from the date of Fax of
Acceptance/Letter of Intent.
8 Liquidated damages: from 0.5% of TOV to 5% of TOV
max, incl. of all taxes etc

9 Price Quotation submitted as per Price schedule
10 Submited a signed/stamped copy of ITB
11 Taxation: The quoted price to be inclusive of all taxes,
duties, levies as per GTC. Only service tax shall be
paid extra by HPCL, as applicable.

12 Quoted the per diem charges
13 Acceptance to all terms and conditions of General
Terms and Conditions

14 Bidder to furnish name of Contact person who will be
responsible for the subject tender along with his/her
detailed address, contact phone numbers, fax
numbers and e-mail address(s).

15 Submitted duly filled-up check list as provided in this
ITB

16 Acceptance to General Terms and Conditions for
Safety as provided in Volume-IV

17 Remarks /Others, if any .
18 Bidder to confirm that they have not been banned or
delisted by any government or any quasi government

_________________________________________________________

agencies or PSUs. If this declaration is not given, the
bid will be liable for rejection. This fact must be clearly
stated.
19. Bidder to note that Grievance Redressal Mechanism is
available for all such bidders participating in the
tender. The details of the Grievance Redressal
Mechanism are available on corporations website
www.hidustanpetroleum.com

20 Acceptance to Risk purchase and arbitration clauses
mentioned in the this tender

_________________________________________________________


VOLUME II

GENERAL CONDITIONS OF CONTRACT (GCC)

_________________________________________________________


GENERAL TERMS & CONDITIONS OF CONTRACT

1 PRELIMINARY

1.1 This is a Contract for execution of ___________________________________
work at ______________________. (please fill up the blanks)

1.2 The tenderer for the above mentioned item of work
is__________________________. (please give the name and address of the
Tenderer)

1.3 The terms and conditions mentioned hereunder are the terms and conditions of the
Contract for the execution of the work mentioned under item 1.1 above.

1.4 It is the clear understanding between Hindustan Petroleum Corporation Limited
and the tenderer
_______________________________________________________ that
(name and address of the tenderer) in case the tender of
__________________________________________________________________
_ is
(name and address of the tenderer) accepted by Hindustan
Petroleum Corporation Limited and an intimation to that effect is so issued and
also a Purchase Order is placed with
__________________________________________________ name and address
of the tenderer) this document will be termed as a Contract between the parties
and terms and conditions hereunder would govern the parties Interest.

1.5 Interpretation of Contract Documents: All documents forming part of the Contract
are to be taken mutually explanatory. Should there be any discrepancy,
inconsistency, error or omission in the contract, the decision of the
Owner/Engineer-in-Charge/Site-in-Charge shall be the final and the contractor
shall abide by the decision. The decision shall not be arbitrable. Works shown
upon the drawings but not mentioned in the specification or described in the
specifications without being shown on the drawings shall nevertheless be deemed
to be included in the same manner as if they are shown in the drawings and
described in the specifications.

1.6 Special conditions of Contract : The special conditions of contract, if any provided
and whenever and wherever referred to shall be read in conjunction with General
Terms and Conditions of contract, specifications, drawings, and any other
documents forming part of this contract wherever the context so requires.
Notwithstanding the subdivision of the documents into separate sections, parts
_________________________________________________________

volumes, every section, part or volume shall be deemed to be supplementary or
complementary to each other and shall be read in whole. In case of any
misunderstanding arising the same shall be referred to decision of the Owner/
Engineer-in-Charge/Site-in-Charge and their decision shall be final and binding
and the decision shall not be arbitrable.

It is the clear understanding that wherever it is mentioned that the Contractor shall
do/perform a work and/or provide facilities for the performance of the work, the
doing or the performance or the providing of the facilities is at the cost and
expenses of the work not liable to be paid or reimbursed by the Owner.

2. DEFINITIONS

In this contract unless otherwise specifically provided or defined and unless a
contrary intention appears from the contract the following words and expressions
are used in the following meanings;

2.1 The term "Agreement" wherever appearing in this document shall be read as
"Contract".

2.2 The "Authority" for the purpose of this Contract shall be the Chairman and
Managing Director or any other person so appointed or authorised.

2.3 The "Chairman and Managing Director" shall mean the Chairman and Managing
Director of HINDUSTAN PETROLEUM CORPORATION LIMITED or any person
so appointed, nominated or designated and holding the office of Chairman &
Managing Director.

2.4 The "Change Order" means an order given in writing by the Engineer-in-Charge or
by Owner to effect additions to or deletion from or alterations into the Work.

2.5 The "Construction Equipment" means all appliances and equipment of
whatsoever nature for the use in or for the execution, completion, operation or
maintenance of the work except those intended to form part of the Permanent
Work.

2.6 The "Contract" between the Owner and the Contractor shall mean and include all
documents like enquiry, tender submitted by the contractor and the purchase order
issued by the owner and other documents connected with the issue of the
purchase order and orders, instruction, drawings, change orders, directions issued
by the Owner/Engineer-in-Charge/Site-in-Charge for the execution, completion and
commissioning of the works and the period of contract mentioned in the Contract
including such periods of time extensions as may be granted by the owner at the
_________________________________________________________

request of the contractor and such period of time for which the work is continued
by the contractor for purposes of completion of the work.

2.7 "The Contractor" means the person or the persons, firm or Company whose
tender has been accepted by the Owner and includes the Contractor's legal heirs,
representative, successor(s) and permitted assignees.

2.8 The "Drawings" shall include maps, plans and tracings or prints thereof with any
modifications approved in writing by the Engineer-in-Charge and such other
drawings as may, from time to time, be furnished or approved in writing by the
Engineer-in-Charge.

2.9 The "Engineer-in-Charge or Site-in-Charge" shall mean the person appointed or
designated as such by the Owner and shall include those who are expressly
authorised by the owner to act for and on its behalf.

2.10 "The Owner" means the HINDUSTAN PETROLEUM CORPORATION LIMITED
incorporated in India having its Registered office at PETROLEUM HOUSE, 17,
JAMSHEDJI TATA ROAD, BOMBAY - 400020 and Marketing office at
____________________________________________ or their successors or
assignees.

2.11 The "Permanent Work" means and includes works which form a part of the work
to be handed over to the Owner by the Contractor on completion of the contract.

2.12 The "Project Manager" shall mean the Project Manager of HINDUSTAN
PETROLEUM CORPORATION LIMITED, or any person so appointed, nominated
or designated.

2.13 The "Site" means the land on which the work is to be executed or carried out and
such other place(s) for purpose of performing the Contract.

2.14 The "Specifications " shall mean the various technical and other specifications
attached and referred to in the tender documents. It shall also include the latest
editions, including all addenda/corrigenda or relevant Indian Standard
Specifications and Bureau Of Indian Standards.

2.15 The "Sub-Contractor" means any person or firm or Company (other than the
Contractor) to whom any part of the work has been entrusted by the Contractor
with the prior written consent of the Owner/Engineer-in-Charge/Site-in- Charge and
their legal heirs, representatives, successors and permitted assignees of such
person, firm or Company.

_________________________________________________________

2.16 The "Temporary Work" means and includes all such works which are a part of the
contract for execution of the permanent work but does not form part of the
permanent work confirming to practices, procedures applicable rules and
regulations relevant in that behalf.

2.17 The "Tender" means the document submitted by a person or authority for carrying
out the work and the Tenderer means a person or authority who submits the tender
offering to carry out the work as per the terms and conditions.

2.18 The "Work" shall mean the works to be executed in accordance with the Contract
or part thereof as the case may be and shall include extra, additional, altered or
substituted works as maybe required for the purposes of completion of the work
contemplated under the Contract.

3. SUBMISSION OF TENDER

3.1 Before submitting the Tender, the Tenderer shall at their own cost and expenses
visit the site, examine and satisfy as to the nature of the existing roads, means of
communications, the character of the soil, state of land and of the excavations, the
correct dimensions of the work facilities for procuring various construction and
other material and their availability, and shall obtain information on all matters and
conditions as they may feel necessary for the execution of the works as intended
by the Owners and shall also satisfy of the availability of suitable water for
construction of civil works and for drinking purpose and power required for
fabrication work etc. Tenderer, whose tender may be accepted and with whom the
Contract is entered into shall not be eligible and be able to make any claim on any
of the said counts in what so ever manner for what so ever reasons at any point of
time and such a claim shall not be raised as a dispute and shall not be arbitrable.

3.2 The Tenderer shall be deemed to have satisfied fully before tendering as to the
correctness and sufficiency of his tender for the works and of the rates and prices
quoted in the schedule of quantities which rates and prices shall except as
otherwise provided cover all his obligations under the contract.

3.3 It must be clearly understood that the whole of the conditions and specifications
are intended to be strictly enforced and that no work will be considered as extra
work and allowed and paid for unless they are clearly outside the scope, spirit,
meaning of the Contract and intent of the Owner and have been so ordered in
writing by Owner and/or Engineer-in-Charge/Site-in-Charge, whose decision shall
be final and binding.

3.4 Before filling the Tender the Contractor will check and satisfy all drawings and
materials to be procured and the schedule of quantities by obtaining clarification
_________________________________________________________

from the Owner on all the items as may be desired by the Tenderer. No claim for
any alleged loss or compensation will be entertained on this account, after
submission of Tender by the Tenderer/ Contractor and such a claim shall not be
arbitrable.

3.5 No escalation in the Tender rates will be permitted throughout the period of
contract or the period of completion of the job whichever is later on account of any
variation in prices of materials or cost of labour or due to any other reasons.
Claims on account of escalation shall not be arbitrable.

3.6 The quantities indicated in the Tender are approximate. The approved schedule of
rates of the contract will be applicable for variations upto plus or minus 25% of the
contract value. No revision of schedule of rates will be permitted for such variations
in the contract value, including variations of individual quantities, addition of new
items, alterations, additions/deletions or substitutions of items, as mentioned above.
Quantities etc. mentioned and accepted in the joint measurement sheets shall
alone be final and binding on the parties.

3.7 Owner reserve their right to award the contract to any tenderer and their decision
in this regard shall be final. They also reserve their right to reject any or all tenders
received. No disputes could be raised by any tenderer(s) whose tender has been
rejected.

3.8 The Rates quoted by the Tenderer shall include Costs and expenses on all counts
viz. cost of materials, transportation of machine(s), tools, equipment, labour, power,
Administration charges, price escalation, profits, etc. except to the extent of the
cost of material(s), if any, agreed to be supplied by Owner and mentioned
specifically in that regard in condition of Contract, in which case, the cost of such
material if taken for preparation of the Contractor's Bill(s) shall be deducted before
making payment of the Bill(s) of the Contractor. The description given in the
schedule of quantities shall unless otherwise stated be held to include wastage on
materials, carriage and cartage, carrying in and return of empties, hoisting, setting,
fitting and fixing in position and all other expenses necessary in and for the full and
complete execution and completion of works and in accordance with good practice
and recognised principles in that regard.

3.9 Employees of the State and Central Govt. and employees of the Public Sector
Undertakings, including retired employees are covered under their respective
service conditions/rules in regard to their submitting the tender. All such persons
should ensure compliance to the respective/ applicable conditions, rules etc. Any
person not complying with those rules etc. but submitting the tender in violation of
such rules, after being so noticed shall be liable for the forfeiture of the Earnest
Money Deposit made with the tender, termination of Contract and sufferance on
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account of forfeiture of Security Deposit and sufferance of damages arising as a
result of termination of Contract.

3.10 Tender submitted by Tenderer shall remain valid for a period of 6 months from the
date of opening of the tender. The Tenderer shall not be entitled during the said
period of 6 months, to revoke or cancel the tender without the consent in writing
from the Owner.

In case the tenderer revokes or cancels the tender or varies any of terms of the
tender without the Consent of the Owner, in writing, the Tenderer forfeits the right
to the refund of the Earnest Money paid along with the tender.

3.11 The prices quoted by the tenderer shall be firm during the validity period of 6
months and also during the period of Contract including period(s) of extensions of
time, if any, as stated earlier. Escalation in prices will not be permitted during the
said period. The tenderer shall particularly take note of this factor before submitting
their tender(s).

3.12 The works shall be carried out strictly as per approved specifications. Deviations, if
any, shall have to be authorised by the Engineer-in-Charge/Site-in-Charge in
writing prior to implementing deviations. The price benefit, if any, arising out of the
accepted deviation shall be passed on to the Owner. The decision of Engineer-in-
Charge shall be final in this Matter.

3.13 The contractor shall make all arrangements at his own cost to transport the
required materials outside and inside the working places and leaving the premises
in a neat and tidy condition after completion of the job to the satisfaction of Owner.
All materials except those agreed to be supplied by the Owner shall be supplied by
the contractor at his own cost and the rates quoted by the Contractor should be
inclusive of all royalties, rents, taxes, duties, octroi, statutory levies, if any, etc.

3.14 The Contractor shall not carry on any work other than the work under this Contract
within the Owners premises without prior permission in writing from the Engineer-
in-Charge/Site-in-charge.

3.15 The Contractor shall be bound to follow and ensure compliance to all the safety
and security regulations and other statutory rules applicable to the area. In the
event of any damage or loss or sufferance caused due to non-observance of such
rules and regulations, the contractor shall be solely responsible for the same and
shall keep the Owner indemnified against all such losses and claims arising from
the same.

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3.16 At any time after acceptance of tender, the Owner reserves the right to add, amend
or delete any work item, the bill of quantities at a later date or reduce the scope of
work in the overall interest of the work by prior discussion and intimation to the
Contractor. The decision of Owner, with reasons recorded therefore, shall be final
and binding on both the Owner and the Contractor. The Contractor shall not have
right to claim compensation or damage etc. in that regard. The Owner reserves the
right to split the work under this contract between two or more contractors without
assigning any reasons.

3.17 Contractor shall not be entitled to sublet, sub contract or assign, the work under
this Contract without the prior consent of the Owner obtained in writing.

3.18 All signatures in tender document shall be dated as well as all the pages of all
sections of the tender documents shall be initialed at the lower position and signed,
wherever required in the tender papers by the Tenderer or by a person holding
Power of Attorney authorising him to sign on behalf of the tenderer before
submission of tender.

3.19 The tender should be quoted in English, both in figures as well as in words. The
rates and amounts tendered by the Tenderer in the Schedule of rates for each item
and in such a way that insertion is not possible. The total tendered amount should
also be indicated both in figures and words with the signature of tenderer.

3.20 All corrections and alterations in the entries of tender paper will be signed in full by
the tenderer with date. No erasures or over writings are permissible.

3.21 Transfer of tender document by one intending tenderer to the another one is not
permissible. The tenderer on whose name the tender has been sent only can
quote.

3.22 The Tender submitted by a tenderer if found to be incomplete in any or all manner
is liable to be rejected. The decision of the Owner in this regard is final and binding.
In case of any error/discrepancy in the amount written in words and figures, the
lower amount between the two shall prevail.

4. DEPOSITS

A) EARNEST MONEY DEPOSIT (EMD)

The tenderer will be required to pay a sum as specified in the covering letter, as
earnest money deposit alongwith the tender either thru a crossed demand draft or
a non- revocable Bank Guarantee in favour of Hindustan Petroleum Corporation
Limited, from any Scheduled Bank (other than a Co-Operative Bank) payable at
_________________________________________________________

Mumbai in favour of Hindustan Petroleum Corporation Limited, Mumbai in the
proforma enclosed. The earnest money deposit will be refunded after finalisation of
the contract.

Note:Public sector enterprises and small scale units registered with National Small
Scale Industries are exempted from payment of Earnest Money Deposit. Small
scale units registered with National Small Scale Industries should enclose a
photocopy of their registration certificate with their quotation to make their
quotation eligible for consideration. The Registration Certificate should remain valid
during the period of the contract that may be entered into with such successful
bidder. Such tenderers should ensure validity of the Registration Certificate for the
purpose.

B) SECURITY DEPOSIT

The tenderer, with whom the contract is decided to be entered into and intimation
is so given will have to make a security deposit of one percent (1%) of the total
contract value in the form of account payee crossed demand draft drawn in favour
of the Owner payable at Bombay, within 15 days from the date of intimation of
acceptance of their tender, failing which the Owner reserves the right to cancel the
Contract and forfeit the EMD.

5. EXECUTION OF WORK

All the works shall be executed in strict conformity with the provisions of the
contract documents and with such explanatory details, drawings, specifications
and instructions as may be furnished from time to time to the Contractor by the
Engineer-in-Charge/ Site-in-Charge, whether mentioned in the Contract or not. The
Contractor shall be responsible for ensuring that works throughout are executed in
the most proper and workman- like manner with the quality of material and
workmanship in strict accordance with the specifications and to the entire
satisfaction of the Engineer-in-Charge/ Site-in-Charge.

The completion of work may entail working in monsoon also. The contractor must
maintain the necessary work force as may be required during monsoon and plan to
execute the job in such a way the entire project is completed within the contracted
time schedule. No extra charges shall be payable for such work during monsoon. It
shall be the responsibility of the contractor to keep the construction work site free
from water during and off the monsoon period at his own cost and expenses.

For working on Sundays/Holidays, the contractor shall obtain the necessary
permission from Engineer Incharge/ Site Incharge in advance. The contractor shall
be permitted to work beyond the normal hours with prior approval of Engineer-In-
_________________________________________________________

Charge/Site-In-Charge and the contractors quoted rate is inclusive of all such
extended hours of working and no extra amount shall be payable by the owner on
this account.

5.a. SETTING OUT OF WORKS AND SITE INSTRUCTIONS

5.a.1. The Engineer-in-Charge/Site-in-Charge shall furnish the Contractor with only the
four corners of the work site and a level bench mark and the Contractor shall set
out the works and shall provide an efficient staff for the purpose and shall be solely
responsible for the accuracy of such setting out.

5.a.2. The Contractor shall provide, fix and be responsible for the maintenance of all
necessary stakes, templates, level marks, profiles and other similar things and
shall take all necessary precautions to prevent their removal or disturbance and
shall be responsible for consequences of such removal or disturbance should the
same take place and for their efficient and timely reinstatement. The Contractor
shall also be responsible for the maintenance of all existing survey marks, either
existing or supplied and fixed by the Contractor. The work shall be set out to the
satisfaction of the Engineer-in-Charge/Site-in-Charge. The approval thereof or
joining in setting out the work shall not relieve the Contractor of his responsibility.

5.a.3. Before beginning the works, the Contractor shall, at his own cost, provide all
necessary reference and level posts, pegs, bamboo, flags ranging rods, strings
and other materials for proper layout of the work in accordance with the scheme,
for bearing marks acceptable to the Engineer-in-Charge/Site-in-Charge. The
Centre longitudinal or face lines and cross lines shall be marked by means of small
masonry pillars. Each pillar shall have distinct marks at the centre to enable
theodolite to be set over it. No work shall be started until all these points are
checked and approved by the Engineer-in-Charge/Site-in-Charge in writing. But
such approval shall not relieve the contractor of any of his responsibilities. The
Contractor shall also provide all labour, materials and other facilities, as necessary,
for the proper checking of layout and inspection of the points during construction.

5.a.4. Pillars bearing geodetic marks located at the sites of units of works under
construction should be protected and fenced by the Contractor.

5.a.5. On completion of works, the contractor shall submit the geodetic documents
according to which the work was carried out.

5.a.6. The Engineer-in-Charge/Site-in-Charge shall communicate or confirm his
instructions to the contractor in respect of the executions of work in a "work site
order book" maintained in the office having duplicate sheet and the authorised
_________________________________________________________

representative of the contractor shall confirm receipt of such instructions by signing
the relevant entries in the book.

5.a.7. All instructions issued by the Engineer-in-Charge/Site-in-Charge shall be in writing.
The Contractor shall be liable to carry out the instructions without fail.

5.a.8. If the Contractor after receipt of written instruction from the Engineer-in-Charge/
Site-in-Charge requiring compliance within seven days fails to comply with such
drawings or 'instructions' or both as the Engineer-in-Charge/Site-in-Charge may
issue, owner may employ and pay other persons to execute any such work
whatsoever that may be necessary to give effect to such drawings or `instructions'
and all cost and expenses incurred in connection therewith as certified by the
Engineer-in-Charge/ Site-in-Charge shall be borne by the contractor or may be
deducted from amounts due or that may become due to the contractor under the
contract or may be recovered as a debt.

5.a.9. The Contractor shall be entirely and exclusively responsible for the horizontal and
vertical alignment, the levels and correctness of every part of the work and shall
rectify effectually any errors or imperfections therein. Such rectification shall be
carried out by the Contractor, at his own cost.

5.a.10.In case any doubts arise in the mind of the Contractor in regard to any expressions,
interpretations, statements, calculations of quantities, supply of material rates, etc.
the contractor shall refer the same to the Site-in-Charge/ Engineer-in-Charge for
his clarification, instructions, guidance or clearing of doubts. The decision of the
Engineer-in-Charge/Site-in-Charge shall be final and the contractor shall be bound
by such a decision.

5.a.11."The Contractor shall take adequate precautions, to ensure that his operations do
not create nuisance or misuse of the work space that shall cause unnecessary
disturbance or inconvenience to others at the work site".

5.a.12."All fossils, coins articles of value of antiquity and structure or other remains of
geological or archaeological discovered on the site of works shall be declared to be
the property of the Owner and Contractor shall take reasonable precautions to
prevent his workmen or any other persons from removing or damaging any such
articles or thing and shall immediately inform the Owner/ Engineer-in-Charge/Site-
in-Charge."

5.a.13."Contractor will be entirely and exclusively responsible to provide and maintain at
his expenses all lights, guards, fencing, etc. when and where even necessary or/as
required by the Engineer-in-Charge/Site-in-Charge for the protection of works or
safety and convenience to all the members employed at the site or general public."
_________________________________________________________


5.b. COMMENCEMENT OF WORK

The contractor shall after paying the requisite security deposit, commence work
within 15 days from the date of receipt of the intimation of intent from the Owner
informing that the contract is being awarded. The date of intimation shall be the
date/day for counting the starting day/date and the ending day/date will be
accordingly calculated. Penalty, if any, for the delay in execution shall be
calculated accordingly.

Contractor should prepare detailed fortnightly construction program for approval by
the Engineer-in-Charge within one month of receipt of Letter Of Intent. The work
shall be executed strictly as per such time schedule. The period of Contract
includes the time required for testing, rectification, if any, re-testing and completion
of work in all respects to the entire satisfaction of the Engineer-in-Charge.

# A Letter of Intent is an acceptance of offer by the Owner and it need not be
accepted by the contractor. But the contractor should acknowledge a receipt of the
purchase order within 15 days of mailing of Purchase Order and any delay in
acknowledging the receipt will be a breach of contract and compensation for the
loss caused by such breach will be recovered by the Owner by forfeiting earnest
money deposit/bid bond.

5.c. SUBLETTING OF WORK

5.c.1. No part of the contract nor any share or interest thereof shall in any manner or
degree be transferred, assigned or sublet, by the Contractor, directly or indirectly to
any firm or corporation whatsoever, without the prior consent in writing of the
Owner.

5.c.2. At the commencement of every month the Contractor shall furnish to the Engineer-
in-charge/Site-in-Charge list of all subcontractors or other persons or firms
engaged by the Contractor.

# 5.c.3The contract agreement will specify major items of supply or services for which the
Contractor proposes to engage sub-Contractor/sub-Vendor. The contractor may
from time to time propose any addition or deletion from any such list and will
submit the proposals in this regard to the Engineer-in-charge/Designated officer-in-
charge for approval well in advance so as not to impede the progress of work.
Such approval of the Engineer-in-charge/Designated officer-in-charge will not
relieve the contractor from any of his obligations, duties and responsibilities under
the contract.
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5.c.4. Notwithstanding any subletting with such approval as resaid and notwithstanding
that the Engineer-in-Charge shall have received copies of any subcontract, the
Contractor shall be and shall remain solely to be responsible for the quality and
proper and expeditious execution of the works and the performance of all the
conditions of the contract in all respects as if such subletting or subcontracting had
not taken place and as if such work had been done directly by the Contractor.

#5.c.5 Prior approval in writing of the Owner shall be obtained before any change is made
in the constitution of the contractor/Contracting agency otherwise contract shall be
deemed to have been allotted in contravention of clause entitled subletting of
works and the same action may be taken and the same consequence shall ensue
as provided in the clause of subletting of works.

5.d EXTENSION OF TIME

If the contractor does not complete the work within the contractual period he may
apply in writing to the owner before two months of the period of expiry of the
contract stating therein in detail, the reasons on which he desires to have
extension and the period of extension, the contractor so desires. The owner on his
part shall consider the request of the contractor for such extension of time and
shall take a decision after discussion with the contractor and communicate the
same to the contractor before 30 days of expiry of the contract. The decision of the
owner in this regard shall be final and binding.

If the owner extends the time for completion of work as mentioned above, it shall
be the understanding between the owner and the contractor that the contractor
shall be liable to pay damages, costs and expenses to the owner at the rate of 1%
per month of the value of the remaining portion of work to be determined on the
last date of the original period of contract, such value being determined by the
owner and accepted by the contractor. In case of any dispute arising in the
determination of the amount; the owner shall be at liberty to terminate the contract,
upon which event, consequences would follow according to the term and condition
provided under the Clause for termination of the contract.

5.e. SUSPENSION OF WORKS

5.e.1. Subject to the provisions of this contract, the contractor shall if ordered in writing by
the Engineer- in-Charge/Site-in-Charge for reasons recorded suspend the works or
any part thereof for such period and such time so ordered and shall not, after
receiving such, proceed with the work therein ordered to suspended until he shall
have received a written order to restart. The Contractor shall be entitled to claim
extension of time for that period of time the work was ordered to be suspended.
_________________________________________________________

Neither the Owner nor the Contractor shall be entitled to claim compensation or
damages on account of such an extension of time.

5.e.2. In case of suspension of entire work, ordered in writing by Engineer-in-
Charge/Site-in-Charge, for a period of 30 days, the Owner shall have the option to
terminate the Contract as provided under the clause for termination. The
Contractor shall not be at liberty to remove from the site of the works any plant or
materials belonging to him and the Employer shall have lien upon all such plant
and materials.

5.e.3. The contract shall, in case of suspension have the right to raise a dispute and have
the same arbitrated but however, shall not have the right to have the work stopped
from further progress and completion either by the owner or through other
contractor appointed by the owner.

5.f. OWNER MAY DO PART OF WORK

Not withstanding anything contained elsewhere in this contract, the owner upon
failure of the Contractor to comply with any instructions given in accordance with
the provisions of this contract, may instead of Contract and undertaking charge of
entire work, place additional labour force, tools, equipment and materials on such
parts of the work, as the Owner may decide or engage another Contractor to
carryout the balance of work. In such cases, the Owner shall have the right to
deduct from the amounts payable to the Contractor the difference in cost of such
work and materials with ten percent overhead added to cover all departmental
charges. Should the total amount thereof exceed the amount due to the contractor,
the Contractor shall pay the difference to the Owner within 15 days of making
demand for payment failing which the Contractor shall be liable to pay interest at
24% p.a. on such amounts till the date of payment.

5.g. INSPECTION OF WORKS

5.g.1. The Engineer-in-Charge/Site-in-Charge and Officers from Central or State
Government will have full power and authority to inspect the works at any time
wherever in progress, either on the site or at the Contractor's premises/workshops
of any person, firm or corporation where work in connection with the contract may
be in hand or where the materials are being or are to be supplied, and the
Contractor shall afford or procure for the Engineer-in-Charge/Site-in-Charge every
facility and assistance to carryout such inspection. The Contractor shall, at all
times during the usual working hours and at all other times at which reasonable
notice of the intention of the Engineer-in-Charge/Site-in-Charge or his
representative to visit the works shall have been given to the Contractor, either
himself be present to receive orders and instructions, or have a responsible agent,
_________________________________________________________

duly accredited in writing, present for the purpose. Orders given to the Contractor's
agent shall be considered to have the same force as if they had been given to the
Contractor himself. The Contractor shall give not less than seven days notice in
writing to the Engineer-in-Charge/Site-in-Charge before covering up or otherwise
placing beyond reach of inspection and measurement any work in order that the
same may be inspected and measured. In the event of breach of above, the same
shall be uncovered at Contractor's expense for carrying out such measurement
and/or inspection.

5.g.2. No material shall be removed and despatched by the Contractor from the site
without the prior approval in writing of the Engineer-in-charge. The contractor is to
provide at all times during the progress of the work and the maintenance period
proper means of access with ladders, gangways, etc. and the necessary
attendance to move and adapt as directed for inspection or measurements of the
works by the Engineer-in-Charge/Site-in-Charge.

5.h. SAMPLES

5.h.1. The contractor shall furnish to the Engineer-in-charge/Site-in-Charge for approval
when requested or required adequate samples of all materials and finishes to be
used in the work.

5.h.2. Samples shall be furnished by the Contractor sufficiently in advance and before
commencement of the work so as the Owner can carry out tests and examinations
thereof and approve or reject the samples for use in the works. All material
samples furnished and finally used/applied in actual work shall fully be of the same
quality of the approved samples.

5.i. TESTS FOR QUALITY OF WORK

5.i.1. All workmanship shall be of the respective kinds described in the contract
documents and in accordance with the instructions of the Engineer-in-Charge /
Site-in- Charge and shall be subjected from time to time to such tests at
Contractor's cost as the Engineer-in-Charge/Site-in-Charge may direct at the place
of manufacture or fabrication or on the site or at all or any such places. The
Contractor shall provide assistance, instruments, labour and materials as are
normally required for examining, measuring and testing any workmanship as may
be selected and required by the Engineer-in-Charge/Site-in-Charge.

5.i.2. All the tests that will be necessary in connection with the execution of the work as
decided by the Engineer-in- charge/Site-in-Charge shall be carried out at the
contractors cost and expenses.

_________________________________________________________

5.i.3. If any tests are required to be carried out in connection with the work or materials
or workmanship to be supplied by the owner, such tests shall be carried out by the
Contractor as per instructions of Engineer-in-Charge/Site-in-Charge and expenses
for such tests, if any, incurred by the contractor shall be reimbursed by the Owner.
The contractor should file his claim with the owner within 15 (fifteen) days of
inspection/test and any claim made beyond that period shall lapse and be not
payable.

5.j. ALTERATIONS AND ADDITIONS TO SPECIFICATIONS, DESIGNS AND
WORKS

5.j.1. The Engineer-in-Charge/Site-in-Charge shall have powers to make any alterations,
additions and/or substitutions to the schedule of quantities, the original
specifications, drawings, designs and instructions that may become necessary or
advisable or during the progress of the work and the Contractor shall be bound to
carryout such altered/extra/new items of work in accordance with instructions
which may be given to him in writing signed by the Engineer-in-Charge/Site- in-
Charge. Such alterations, omissions, additions or substitutions shall not invalidate
the contract. The altered, additional or substituted work which the Contractor may
be directed to carryon in the manner as part of the work shall be carried out by the
Contractor on the same conditions in all respects on which he has agreed to do the
work. The time for completion of such altered added and/or substituted work may
be extended for that part of the particular job. The rates for such additional altered
or substituted work under this Clause shall, be worked out in accordance with the
following provisions:

5.j.2. If the rates for the additional, altered or substituted work are specified in the
contract for similar class of work, the Contractor is bound to carryout the additional,
altered or substituted work at the same rates as are specified in the contract.

5.j.3. If the rates for the additional, altered or substituted work are not specifically
provided in the contract for the work, the rates will be derived from the rates for
similar class of work as are specified in the contract for the work. In the opinion of
the Engineer-in-Charge/ Site-in-Charge as to whether or not the rates can be
reasonably so derived from the items in this contract, will be final and binding on
the Contractor.

5.j.4. If the rates for the altered, additional or substituted work cannot be determined in
the manner specified above, then the Contractor shall, within seven days of the
date of receipt of order to carry out the work, inform the Engineer-in-Charge/ Site-
in-Charge of the rate at which he intends to charge for such class of work,
supported by analysis of the rate or rates claimed and the Engineer-In-Charge/
Site-in-Charge shall determine the rates on the basis of the prevailing market rates
_________________________________________________________

for both material and labour plus 10% to cover overhead and profit of labour rates
and pay the Contractor accordingly. The opinion of the Engineer-in- Charge/Site-
in-Charge as to current market rates of materials and the quantum of labour
involved per unit of measurement will be final and binding on the contractor.

5.j.5. The quantities indicated in the Tender are approximate. The approved schedule of
rates of the contract will be applicable for variations of up to +25% of the estimated
contract value. No revision of schedule of rates will be permitted for such variations
in the contract value, even for variations of individual quantities, addition of new
items, alterations, additions/ deletions or substitutions of items, as mentioned
above.

5.j.6. In case of any item of work for which there is no specification supplied by the
Owner and is mentioned in the tender documents, such work shall be carried out in
accordance with Indian Standard Specifications and if the Indian Standard
Specifications do not cover the same, the work should be carried out as per
standard Engineering Practice subject to the approval of the Engineer-in-Charge/
Site-in-Charge.

5.k. PROVISIONAL ACCEPTANCE

Acceptance of sections of the works for purposes of equipment erection, piping,
electrical work and similar usage by the Owner and payment for such work or parts
of work shall not constitute a waiver of any portion of this contract and shall not be
construed so as to prevent the Engineer from requiring replacement of defective
work that may become apparent after the said acceptance and also shall not
absolve the Contractor of the obligations under this contract. It is made clear that
such an acceptance does not indicate or denote or establish to the fact of
execution of that work or the Contract until the work is completed in full in
accordance with the provisions of this Contract.

5.l. COMPLETION OF WORK AND COMPLETION CERTIFICATE

As soon as the work is completed in all respects, the contractor shall give notice of
such completion to the site in charge or the Owner and within thirty days of receipt

of such notice the site in charge shall inspect the work and shall furnish the
contractor with a certificate of completion indicating:

a) defects, if any, to be rectified by the contractor

b) items, if any, for which payment shall be made in reduced rates

_________________________________________________________

c) the date of completion.

5.m. USE OF MATERIALS AND RETURN OF SURPLUS MATERIALS

5.m.1. Notwithstanding anything contained to the contrary in any or all of the clauses of
this contract, where any materials for the execution of the contract are procured
with the assistance of Government either by issue from Government stocks or
purchase made under orders or permits or licenses issued by Government, the
contractor shall use the said materials economically and solely for the purpose of
the contract and shall not dispose them of without the permission of the Owner.

5.m.2. All surplus (serviceable) or unserviceable materials that may be left over after the
completion of the contract or at its termination for any reason whatsoever, the
Contractor shall deliver the said product to the Owner without any demur. The
price to be paid to the Contractor, if not already paid either in full or in part,
however, shall not exceed the amount mentioned in the Schedule of Rates for
such material and in cases where such rates are not so mentioned, shall not
exceed the CPWD scheduled rates. In the event of breach of the aforesaid
condition the contractor shall become liable for contravention of the terms of the
Contract.

5.m.3. The surplus (serviceable) and unserviceable products shall be determined by joint
measurement. In case where joint measurement has failed to take place, the
Owner may measure the same and determine the quantity.

5.m.4. It is made clear that the Owner shall not be liable to take stock and keep
possession and pay for the surplus and unserviceable stocks and the Owner may
direct the Contractor to take back such material brought by the Contractor and
becoming surplus and which the Owner may decide to keep and not to pay for the
same.

5.n. DEFECT LIABILITY PERIOD

The contractor shall guarantee the work executed for a period of 12 months from
the date of completion of the job. Any damage or defect that may arise or lie
undiscovered at the time of completion of the job shall be rectified or replaced by
the contractor at his own cost. The decision of the Engineer In-charge/ Site-
Incharge/ Owner shall be the final in deciding whether the defect has to be rectified
or replaced.

# Equipment or spare parts replaced under warranty/guarantees shall have further
warranty for a mutually agreed period from the date of acceptance.

_________________________________________________________

The owner shall intimate the defects noticed in writing by a Registered A.D. letter
or otherwise and the contractor within 15 days of receipt of the intimation shall start
the rectification work and complete within the time specified by the owner failing
which the owner will get the defects rectified by themselves or by any other
contractor and the expenses incurred in getting the same done shall be paid by the
Contractor under the provision of the Contract.

Thus, defect liability is applicable only in case of job/works contract (civil,
mechanical, electrical, maintenance etc. ) where any damage of defect may arise
in future (i.e. Within 12 months from the date of completion of job) or lie
undiscovered at the time of completion of job.

In other words, in case of service contracts (like car hire etc.) where there is no
question of damage or defect arising in future, the defect liability clause is not
applicable.

5.o. DAMAGE TO PROPERTY

5.o.1. Contractor shall be responsible for making good to the satisfaction of the Owner
any loss of and any damage to all structures and properties belonging to the
Owner or being executed or procured by the Owner or of other agencies within the
premises of the work of the Owner, if such loss or damage is due to fault and/or
the negligence or willful acts or omission of the Contractor, his employees, agents,
representatives or subcontractors.

5.o.2. The Contractors shall indemnify and keep the Owner harmless of all claims for
damage to Owner's property arising under or by reason of this contract.

6. DUTIES AND RESPONSIBILITIES OF CONTRACTOR

6.a. EMPLOYMENT LIABILITY TOWARDS WORKERS EMPLOYED BY THE
CONTRACTOR

6.a.1 The Contractor shall be solely and exclusively responsible for engaging or
employing persons for the execution of work. All persons engaged by the
contractor shall be on Contractor's payroll and paid by Contractor. All disputes or
differences between the Contractor and his/their employees shall be settled by
Contractor.

6.a.2. Owner has absolutely no liability whatsoever concerning the employees of the
Contractor. The Contractor shall indemnify Owner against any loss or damage or
liability arising out of or in the course of his/their employing persons or relation with
his/their employees. The Contractor shall make regular and full payment of wages
_________________________________________________________

and on any complaint by any employee of the Contractor or his sub contractor
regarding nonpayment of wages, salaries or other dues, Owner reserves the right
to make payments directly to such employees or subcontractor of the Contractor
and recover the amount in full from the bills of the Contractor and the contractor
shall not claim any compensation or reimbursement thereof. The Contractor shall
comply with the Minimum Wages Act applicable to the area of work site with regard
to payment of wages to his employees and also to employees of his sub contractor.

6.a.3. The Contractor shall advise in writing or in such appropriate way to all of his
employees and employees of subcontractors and any other person engaged by
him that their appointment/ employment is not by the Owner but by the Contractor
and that their present appointment is only in connection with the construction
contract with Owner and that therefore, such an employment/ appointment would
not enable or make them eligible for any employment/ appointment with the Owner
either temporarily or/and permanent basis.

6.b. NOTICE TO LOCAL BODIES

The contractor shall comply with and give all notices required under any
Government authority, instruction, rule or order made under any act of parliament,
state laws or any regulations or by-laws of any local authority relating to the works.

6.c. FIRST AID AND INDUSTRIAL INJURIES

6.c.1 Contractor shall maintain first aid facility for his employees and those of his
subcontractors.

6.c.2. Contractor shall make arrangements for ambulance service and for the treatment
of all types of injuries. Names and telephone numbers of those providing such
services shall be furnished to Owner prior to start of construction and their name
board shall be prominently displayed in Contractor's field office.

6.c.3. All industrial injuries shall be reported promptly to owner and a copy of contractor's
report covering each personal injury requiring the attention of a physician shall be
furnished to the Owner.

6.d. SAFETY CODE

6.d.1. The Contractor shall at his own expenses arrange for the Safety provisions as may
be necessary for the execution of the work or as required by the Engineer-in-
Charge in respect of all labours directly or indirectly employed for performance of
the works and shall provide all facilities in connections therewith. In case the
contractor fails to make arrangements and provide necessary facilities as aforesaid,
_________________________________________________________

the Owner shall be entitled to do so and recover the cost thereof from the
Contractor.

6.d.2. From the commencement to the completion of the works, the contractor shall take
full responsibility for the care thereof and of all the temporary works (defined as
meaning all temporary works of every kind required in or for the execution,
completion or maintenance of the works). In case damage, loss or injury shall
happen to the works or to any part thereof or to temporary works or to any cause
whatsoever repair at his (Contractor's) own cost and make good the same so that
at the time of completion, the works shall be in good order and condition and in
conformity in every respect with the requirement of the contract and Engineer-in-
Charge's instructions.

6.d.3. In respect of all labour, directly or indirectly employed in the work for the
performance of the Contractor's part of this agreement, the contractor shall at his
own expense arrange for all the safety provisions as per relevant Safety Codes of
C.P.W.D Bureau of Indian Standards, the Electricity Act/I.E. Rules. The Mines Act
and such other Acts as applicable.

6.d.4. The Contractor shall observe and abide by all fire and safety regulations of the
Owner. Before starting construction work, the Contractor shall consult with Owner's
Safety Engineer or Engineer-in-Charge/Site-in-Charge and must make good to the
satisfaction of the Owner any loss or damage due to fire to any portion of the work
done or to be done under this agreement or to any of the Owner's existing property.

6.d.5. The Contractor will be fully responsible for complying with all relevant provisions of
the Contract Labour Act and shall pay rates of Wages and observe hours of work/
conditions of employment according to the rules in force from time to time.

6.d.6. The Contractor will be fully responsible for complying with the provision including
documentation and submission of reports on the above to the concerned
authorities and shall indemnify the Corporation from any such lapse for which the
Government will be taking action against them.

6.d.7. Owner shall on a report having been made by an inspecting Office as defined in
the Contract Labour Regulations have the power to deduct from the money due to
the Contractor any sum required or estimated to be required for making good the
loss suffered by a worker(s) by reasons of non-fulfillment of conditions of contract
for the benefit of workers no-payment of wages or of deductions made from his or
their wages which are not justified by the terms of contract or non observance of
the said contractor's labour Regulation.

_________________________________________________________

6.e. INSURANCE AND LABOUR

Contractor shall at his own expense obtain and maintain an insurance policy with a
Nationalised Insurance Company to the satisfaction of the Owner as provided
hereunder.

6.e.1. EMPLOYEES STATE INSURANCE ACT

i. The Contractor agrees to and does hereby accept full and exclusive liability
for the compliance with all obligations imposed by Employees State Insurance
Act, 1948, and the Contractor further agrees to defend indemnify and hold
Owner harmless from any liability or penalty which may be imposed by the
Central, State or local authority by reason of any asserted violation by
Contractor, or subcontractor of the Employees' State Insurance Act, 1948 and
also from all claims, suits or proceedings that may be brought against the
Owner arising under, growing out of or by reason of the work provided for by
this contract whether brought by employees of the Contractor, by third parties or
by Central or State Government authority or any political subdivision thereof.

ii. The Contractor agrees to file with the Employees State Insurance
Corporation, the Declaration forms and all forms which may be required in
respect of the Contractor's or subcontractor's employee whose aggregate
remuneration is within the specified limit and who are employed in the work
provided or those covered by ESI Act under any amendment to the Act from
time to time.

The Contractor shall deduct and secure the agreement of the subcontractor to
deduct the employee's contribution as per the first schedule of the Employee's
State Insurance Act from wages and affix the employee's contribution cards at
wages payment intervals. The Contractor shall remit and secure the agreement
of the sub contractor to remit to the State Bank of India, Employee's State
Insurance Corporation Account, the Employee's contribution as required by the
Act.

iii. The Contractor agrees to maintain all records as required under the Act in
respect of employees and payments and the Contractor shall secure the
agreement of the sub contractor to maintain such records. Any expenses
incurred for the contributions, making contribution or maintaining records shall
be to the Contractor's or subcontractor's account.

iv. The Owner shall retain such sum as may be necessary from the total
contract value until the Contractor shall furnish satisfactory proof that all
_________________________________________________________

contributions as required by the Employees State Insurance Act, 1948, have
been paid.

v. WORKMAN'S COMPENSATION AND EMPLOYEE'S LIABILITY
INSURANCE

Provide Insurance for all the Contractor's employees engaged in the
performance of this contract. If any of the work is sublet, the Contractor shall
ensure that the sub contractor provides workmen's compensation and
Employer's Liability Insurance for the latter's employees who are not covered
under the Contractor's insurance.

vi. AUTOMOBILE LIABILITY INSURANCE

Contractor shall take out an Insurance to cover all risks to Owner for each of
his vehicles plying on works of this contract and these insurances shall be valid
for the total contract period. No extra payment will be made for this insurance.
Owner shall not be liable for any damage or loss not made good by the
Insurance Company, should such damage or loss result from unauthorised use
of the vehicle. The provisions of the Motor Vehicle Act would apply.

vii. FIRE INSURANCE

The Contractor shall take out an insurance to cover all risks of damage to the
contractors own property arising out of fire, electric short circuit, earthquake,
flood, lightening, strike, riot and construction work.

Viii. The contractor shall take out insurance to cover all risks of accident to third
parties through acts of contractors own employees, representatives, sub
contractors, agents and construction work and the risk of damage to the
property of third parties arising out acts of contractors, employees,
representatives and agents.

6.e.2. ANY OTHER INSURANCE REQUIRED UNDER LAW OR REGULATION OR
BY OWNER

i. Contractor shall also provide and maintain any and all other insurance which
may be required under any law or regulations from time to time. He shall also
carry and maintain any other insurance which may be required by the Owner.

ii. The aforesaid insurance policy/policies shall provide that they shall not be
cancelled till the Engineer-in-Charge has agreed to their cancellation.

_________________________________________________________

Iii. The Contractor shall satisfy to the Engineer-in-Charge/Site-in-Charge from
time to time that he has taken out all insurance policies referred to above and
has paid the necessary premium for keeping the policies alive till the expiry of
the defects liability period.

iv. The contractor shall ensure that similar insurance policies are taken out by
his subcontractor (if any) and shall be responsible for any claims or losses to
the Owner resulting from their failure to obtain adequate insurance protections
in connection thereof. The contractor shall produce or cause to be proceed by
his subcontractor (if any) as the case may be, the relevant policy or policies and
premium receipts as and when required by the Engineer-in-Charge/Site-in-
Charge.

6.e.3. LABOUR AND LABOUR LAWS

i. The contractor shall at his own cost employ persons during the period of contract
and the persons so appointed shall not be construed under any circumstances to
be in the employment of the Owner.

ii. All payments shall be made by the contractor to the labour employed by him in
accordance with the various rules and regulations stated above. The contractor
shall keep the Owner indemnified from any claims whatsoever inclusive of
damages/costs or otherwise arising from injuries or alleged injuries to or death of a
person employed by the contractor or damages or alleged damages to the property.

iii. No labour below the age of eighteen years shall be employed on the work. The
Contractor shall not pay less than what is provided under the provisions of the
contract labour (Regulations and Abolition) Act, 1970 and the rules made
thereunder and as may be amended from time to time. He shall pay the required
deposit under the Act appropriate to the number of workman to be employed by
him or through sub contractor and get himself registered under the Act. He shall
produce the required Certificates to the Owner before commencement of the work.
The Owner recognises only the Contractor and not his sub contractor under the
provisions of the Act. The Contractor will have to submit daily a list of his workforce.
He will also keep the wage register at the work site or/and produce the same to the
Owner, whenever desired. A deposit may be taken by the Owner from the
Contractor to be refunded only after the Owner is satisfied that all workmen
employed by the Contractor have been fully paid for the period of work in Owner's
premises at rates equal to or better than wages provided for under the Minimum
Wages Act. The contractor shall be responsible and liable for any complaints that
may arise in this regard and the consequences thereto.

_________________________________________________________

iv. The Contractor will comply with the provisions of the Employee's Provident Fund
Act and the Family Pension Act as may be applicable and as amended from time
to time.

v. The Contractor will comply with the provisions of the payment of Gratuity Act, 1972,
as may be applicable and as amended from time to time.

vi. IMPLEMENTATION OF APPRENTICES ACT, 1961

The Contractor shall comply with the provisions of the Apprentices Act, 1961 and
the Rules and Orders issued thereunder from time to time. If he fails to do so, his
failure will be a breach of the contract and the Engineer-in-Charge may, at his
discretion, cancel the contract. The Contractor shall also be liable for any
pecuniary liability arising on account of any violation by him of the provision of the
Act.

vii. MODEL RULES FOR LABOUR WELFARE

The Contractor shall at his own expenses comply with or cause be complied with
Model rules for Labour Welfare as appended to those conditions or rules framed by
the Government from time to time for the protection of health and for making
sanitary arrangements for worker employed directly or indirectly on the works. In
case the contractor fails to make arrangements as aforesaid the Engineer-in-
Charge/Site-in-Charge shall be entitled to do so and recover the cost thereof from
the contractor.

6.f. DOCUMENTS CONCERNING WORKS

6.f.1. All documents including drawings, blue prints, tracings, reproducible models, plans,
specifications and copies, thereof furnished by the Owner as well as all drawings,
tracings, reproducible, plans, specifications design calculations etc. prepared by
the contractor for the purpose of execution of works covered in or connected with
this contract shall be the property of the Owner and shall not be used by the
contractor for any other work but are to be delivered to the Owner at the
completion or otherwise of the contract.

6.f.2. The Contractor shall keep and maintain secrecy of the documents, drawings etc.
issued to him for the execution of this contract and restrict access to such
documents, drawings etc. and further the Contractor shall execute a SECRECY
agreement from each or any person employed by the Contractor having access to
such documents, drawings etc. The Contractor shall not issue drawings and
documents to any other agency or individual without the written approval by the
Engineer-in-Charge/Site-in- Charge.
_________________________________________________________


6.f.3. Contractor will not give any information or document etc. concerning details of the
work to the press or a news disseminating agency without prior written approval
from Engineer-in- charge/ Site-in-Charge. Contractor shall not take any pictures on
site without written approval of Engineer-in-Charge/Site-in-Charge.

7. PAYMENT OF CONTRACTOR'S BILLS

7.1. Payments will be made against Running Accounts bills certified by the Owner's
Engineer-in- Charge/ Site-in-Charge within 15 days from the date of receipt of the
certified bill by the Disbursement Section of the Owner.

7.2. Running Account Bills and the final bill shall be submitted by the Contractor
together with the duly signed measurements sheet(s) to the Engineer-in-
Charge/Site-in-Charge of the Owner in quadruplicate for certification.
The Bills shall also be accompanied by quantity calculations in support of the
quantities contained in the bill along with cement consumption statement,
actual/theoretical, wherever applicable duly certified by the Engineer-in-Charge/
Site-in-Charge of the Owner.

7.3. All running account payments shall be regarded as on account payment(s) to be
finally adjusted against the final bill payment. Payment of Running Account Bill(s)
shall not determine or affect in any way the rights of the Owner under this Contract
to make the final adjustments of the quantities of material, measurements of work
and adjustments of amounts etc.etc. in the final bill.

7.4. The final bill shall be submitted by the Contractor within one month of the date of
completion of the work fully and completely in all respects. If the Contractor fails to
submit the final bill accordingly Engineer-in-Charge/Site-in-Charge may make the
measurement and determine the total amount payable for the work carried out by
the Contractor and such a certification shall be final and binding on the Contractor.
The Owner/Engineer- in-Charge/Site-in-Charge may take the assistance of an
outside party for taking the measurement, the expenses of which shall be payable
by the Contractor.

7.5. Payment of final bill shall be made within 45 days from the date of receipt of the
certified bill by the Disbursement Section of the owner.

7.a. MEASUREMENT OF WORKS

7.a.1. All measurements shall be in metric system. All the works will be jointly measured
by the representative of the Engineer-in-Charge/Site-in-Charge and the Contractor
or their authorised agent progressively. Such measurement will be recorded in the
_________________________________________________________

Measurement Book/ Measurement Sheet by the Contractor or his authorised
representative and signed in token of acceptance by the Owner or their authorised
representative.

7.a.2. For the purpose of taking joint measurement, the Contractor/representative shall
be bound to be present whenever required by the Engineer-in-Charge/Site-in-
Charge. If, however, they are absent for any reasons whatsoever, the
measurement will be taken by the Engineer-in-Charge/Site-in-Charge or his
representative and the same would be deemed to be correct and binding on the
Contractor.

7.a.3. In case of any dispute as to the mode of measurement for any item of work, the
latest Indian Standard Specifications shall be followed. In case of any further
dispute on the same the same shall be as per the certification of an outside
qualified Engineer/ Consultant. Such a measurement shall be final and binding on
the Owner and the Contractor.

7.b. BILLING OF WORKS EXECUTED

The Contractor will submit a bill in approved proforma in quadruplicate to the
Engineer-in- Charge/ Site-in-Charge of the work giving abstract and detailed
measurement for the various items executed during a month, before the expiry of
the first week of the succeeding month. The Engineer-in-Charge/Site-in-Charge
shall take or cause to be taken the requisite measurements for the purpose of
having the bill verified and/or checked before forwarding the same to the
disbursement office of the Owner for further action in terms of the Contract and
payment thereafter. The Engineer-in-Charge/ Site-in-Charge shall verify the bills
within 7 days of submission of the Bill by the Contractor.

7.c. RETENTION MONEY

10% of the total value of the Running Account and Final Bill will be deducted and
retained by the Owner as retention money on account of any damage/defect
liability that may arise for the period covered under the defect liability period clause
of the Contract free of interest. Any damage or defect that may arise or lie
undiscovered at the time of issue of completion certificate connected in any way
with the equipment or materials supplied by contractor or in workmanship shall be
rectified or replaced by the contractor at his own expense failing which the Owner
shall be entitled to rectify the said damage/defect from the retention money. Any
excess of expenditure incurred by the Owner on account of damage or defect shall
be payable by the Contractor. The decision of the Owner in this behalf shall not be
liable to be questioned but shall be final and binding on the Contractor.

_________________________________________________________

Thus, deduction towards retention money is applicable only in case of job/works
contracts (civil, mechanical, electrical, maintenance etc. ) where any damage or
defect may arise in future (i.e. within 12 months from the date of completion of job)
or lie undiscovered at the time of issue of completion certificate.

Alternatively, the contractor , before submission of the Ist RA invoice shall submit
a interest free bank guarantee (BG) in lieu of Retention money , equivalent to 10%
of the contract value in a non judicial stamp paper of appropriate value from any
scheduled bank in a format acceptable to owner. The BG shall remain valid till the
completion of the defect liability period.

The value of this BG shall be modified by the contractor according to the final of
the work taking into acount the variation in quantities/ extra items.

7.d. TAXES, DUTIES, OCTROI ETC.

7.d.1 The Contractor accepts full and exclusive liability for the payment of any and all
taxes, duties, octroi, rates, cess, levies, and statutory payments payable under all
or any of the statutes etc. now or hereafter imposed, increased from time to time in
respect of works and materials and all contributions and taxes for unemployment
compensation, insurance and old age pensions or annuities now or hereafter
imposed by Central or State Governmental authorities which are imposed with
respect to or covered by the wages, salaries or other compensations paid to the
persons employed by the Contractor and the Contractor shall be responsible for
the compliance with all obligations and restrictions imposed by the Labour Law or
any other law affecting employer-employee relationship and the Contractor further
agrees to comply and to secure the compliance of all subcontractors with all
applicable Central, State, Municipal and local laws, and regulations and
requirements of any Central, State or Local Government agency or authority.

Contractor further agrees to defend, indemnify and hold harmless from any liability
or penalty which may be imposed by the Central, State or Local authorities by
reason of any violation by Contractor or subcontractor of such laws, regulations or
requirements and also from all claims, suits or proceedings that may be brought
against the Owner arising under, growing out of, or by reasons of the work
provided for by this contract by third parties, or by Central or State Government
authority or any administrative subdivision thereof. The Contractor further agrees
that in case any such demand is raised against the Owner, and Owner has no way
but to pay and pays/makes payment of the same, the Owner shall have the right to
deduct the same from the amounts due and payable to the Contractor. The
Contractor shall not raise any demand or dispute in respect of the same but may
have recourse to recover/receive from the concerned authorities on the basis of
the Certificate of the Owner issued in that behalf.
_________________________________________________________


7.d.2. The rates quoted should be inclusive of all rates, cess, taxes and sales tax on
works contracts wherever applicable. However, wherever the sales tax on works
contract is applicable and is to be deducted at source, the same will be deducted
from the bills of the Contractor and paid to the concerned authorities. The proof of
such payments of sales tax on works contract will be furnished to the contractor.

7.d.3. Income tax will be deducted at source as per rules at prevailing rates, unless
certificate, if any, for deduction at lesser rate or nil deduction is submitted by the
Contractor from appropriate authority.

7.e. MATERIALS TO BE SUPPLIED BY CONTRACTOR

7.e.1. The Contractor shall procure and provide the whole of the materials required for
construction including tools, tackles, construction plant and equipment for the
completion and maintenance of the works except the materials viz. steel and
cement which may be agreed to be supplied as provided elsewhere in the contract.
The contractor shall make arrangement for procuring such materials and for the
transport thereof at their own cost and expenses.

7.e.2. The Owner may give necessary recommendation to the respective authority if so
desired by the Contractor but assumes no responsibility of any nature. The
Contractor shall procure materials of ISI stamp/certification and supplied by
reputed suppliers borne on DGS&D list.

7.e.3. All materials procured should meet the specifications given in the tender document.
The Engineer-in-charge may, at his discretion, ask for samples and test certificates
for any batch of any materials procured. Before procuring, the Contractor should
get the approval of Engineer-in-Charge/Site-in-Charge for any materials to be used
for the works.

7.e.4. Manufacturer's certificate shall be submitted for all materials supplied by the
Contractor. If, however, in the opinion of the Engineer-in-Charge/Site-in-Charge
any tests are required to be conducted on the material supplied by the Contractor,
these will be arranged by the Contractor promptly at his own cost.

7.f. MATERIALS TO BE SUPPLIED BY THE OWNER

7.f.1. Steel and Cement maybe supplied by the Owner to the contractor against payment
by Contractor from either godown or from the site or within work premises itself
and the contractor shall arrange for all transport to actual work site at no extra cost.

_________________________________________________________

7.f.2. The contractor shall bear all the costs including loading and unloading, carting from
issue points to work spot storage, unloading, custody and handling and stacking
the same and return the surplus steel and cement to the Owner's storage point
after completion of job.

7.f.3. The contractor will be fully accountable for the steel and cement received from the
Owner and contractor will give acknowledgement/receipt for quantity of steel and
cement received by him each time he uplifts cement from Owner's custody.

7.f.4. For all computation purposes, the theoretical cement consumption shall be
considered as per CPWD standards.

7.f.5. Steel and Cement as received from the manufacturer/stockists will be issued to the
contractor. Theoretical weight of cement in a bag will be considered as 50 Kg.
Bags weighing upto 4% less shall be accepted by the contractor and considered as
50 Kg. per bag. Any shortage in the weight of any cement bag by more than 4%
will be to the Owner's account only when pointed out by the Contractor and verified
by Engineer-in-Charge/Site in Charge at the time of Contract or taking delivery.

7.f.6. The contractor will be required to maintain a stock register for receipt, issuance
and consumption of steel and cement at site. Cement will be stored in a
warehouse at site. Requirement of cement on any day will be taken out of the
warehouse. Cement issued shall be regulated on the basis of FIRST RECEIPT to
go as FIRST ISSUE.

7.f.7. Empty cement bag shall be the property of the Contractor. Contractor shall be
penalised for any excess/under consumption of cement. The penal rate will be
twice the rate of issue of cement for this work.

7.f.8. All the running bills as well as the final bills will be accompanied by cement
consumption statements giving the detailed working of the cement used, cement
received and stock-on-hand.

7.f.9. The Contractor will be fully responsible for safe custody of cement once it is
received by him and during transport. Owner will not entertain any claims of the
contractor for theft, loss or damage to cement while in their custody.

7.f.10. The contractor shall not remove from the site any cement bags at any time.

7.f.11. The Contractor shall advise Engineer-in-charge/Site-in-charge in writing at least 21
days before exhausting the Cement stocks already held by Contractor to ensure
that such delays do not lead to interruptions in the progress of work.

_________________________________________________________

7.f.12. Cement shall not be supplied by the Owner for manufacturing of mosaic tiles,
precast cement jali and any other bought out items which consume cement and for
temporary works.

7.f.13. Cement in bags and in good usable condition left over after the completion of work
shall be returned by the contractor to the Owner. The Owner shall make payment
to the Contractor at the supply rate for such stocks of cement they accept and
receive. Any refused stock of cement shall be removed by the Contractor from the
site at his cost and expenses within 15 days of completion of the work.

8. PAYMENT OF CLAIMS AND DAMAGES

8.1. Should the Owner have to pay money in respect of claims or demands as
aforesaid the amount so paid and the costs incurred by the Owner shall be
charged to and paid by the Contractor and the Contractor shall not be entitled to
dispute or question the right of the Owner to make such payments notwithstanding
the same may have been without his consent or authority or in law or otherwise to
the contrary.

8.2. In every case in which by virtue of the provisions of Workmen's Compensation Act,
1923, or other Acts, the Owner is obliged to pay Compensation to a Workman
employed by the Contractor in execution of the works, the Owner will recover from
the Contractor the amount of compensation so paid and without prejudice to the
rights of Owner under the said Act. Owner shall be at liberty to recover such
amount or any part thereof by deducting it from the security deposit or from any
sum due to the Contractor whether under this contract or otherwise. The Owner
shall not be bound to contest any claim made under Section 12 sub section (1) of
the said Act, except on the written request of the Contractor and upon his giving to
the Owner full security for all costs for which the owner might become liable in
consequence of contesting such claim.

8.a. ACTION AND COMPENSATION IN CASE OF BAD WORK

If it shall appear to the Engineer-in-Charge/Site-in- Charge that any work has been
executed with bad, imperfect or unskilled workmanship, or with materials, or that
any materials or articles provided by the Contractor for execution of the work are
not of standards specified/inferior quality to that contracted for, or otherwise not in
accordance with the contract, the CONTRACTOR shall on demand in writing from
the Engineer-in-Charge/ Site-in-Charge or his authorised representative specifying
the work, materials or articles complained of, notwithstanding that the same may
have been inadvertently passed, certified and paid for, forthwith rectify or remove
and reconstruct the work so specified and at his own charge and cost and
expenses and in the event of failure to do so within a period of 15 days of such
_________________________________________________________

intimation/ information/knowledge, the Contractor shall be liable to pay
compensation equivalent to the cost of reconstruction by the Owner. On expiry of
15 days period mentioned above, the Owner may by themselves or otherwise
rectify or remove and re-execute the work or remove and replace with others, the
materials or articles complained of as the case may be at the risk and expenses in
all respects of the Contractor. The decision of the Engineer-in-Charge/ Site-in-
Charge as to any question arising under this clause shall be final and conclusive
and shall not be raised as a dispute or shall be arbitrable.

8.b. INSPECTION AND AUDIT OF CONTRACT AND WORKS

This project is subject to inspection by various Government agencies of
Government of India. The contractor shall extend full cooperation to all the
Government and other agencies in the inspection of the works, audit of the
Contract and the documents of Contract Bills, measurements sheets etc. and
examination of the records of works and make enquiries interrogation as they may
deem fit, proper and necessary. Upon inspection etc. by such agencies if it is
pointed out that the contract work has not been carried out according to the
prescribed terms and conditions as laid down in the tender documents and if any
recoveries are recommended, the same shall be recovered from the contractors
running bills/final bill/from ordered/suggested Security Deposit/retention money.
The Contractor shall not rise any dispute on any such account and the same shall
not be arbitrable.

9. CONTRACTOR TO INDEMNIFY THE OWNER

The Contractor shall indemnify the Owner and every member, officer and
employee of the Owner, also the Engineer-in-Charge/Site-in-Charge and his staff
against all the actions, proceedings, claims, demands, costs, expenses,
whatsoever arising out of or in connection with the works and all actions,
proceedings, claims, demands, costs, expenses which may be made against the
Owner for or in respect of or arising out of any failure by the Contractor in the
performance of his obligations under the contract. The Contractor shall be liable for
or in respect of or in consequence of any accident or injury to any workmen or
other person in the employment of the Contractor or his sub contractor and
Contractor shall indemnify and keep indemnified the Owner against all such
damages, proceedings, costs, charges and expenses whatsoever in respect
thereof or in relation thereto.

10. LIQUIDATED DAMAGES

In case of delay in completing the work beyond the period of contract the
contractor shall be liable to pay liquidated damages at the rate of 0.5% of the total
_________________________________________________________

contract value for every week or part thereof of the delay subject to a maximum of
5% of the total contract value. The liquidated damages shall be recovered by the
Owner out of the amounts, payable to the Contractor or from the Guarantees or
Deposits furnished by the Contractor or the Retention Money retained from the
Bills of the Contractor. Should the amount of liquidated damages is not recoverable
or recovered in any manner in part or in full, the same shall be payable by the
Contractor on demand by the Owner with 24% p.a. interest till the date of payment.

11. DEFECTS AFTER TAKING OVER OR TERMINATION OF WORK CONTRACT
BY OWNER

The Contractor shall remain responsible and liable to make good all losses or
damages that may occur/appear to the work carried out under this Contract within
a period of 12 months from date of issue of the Completion Certificate and/or the
date of Owner taking over the work, which ever is earlier. The Contractor shall
issue a Bank Guarantee to the Owner in the sum of 10% of the work entrusted in
the Contract, from any nationalised Bank acceptable to the Owner and if however,
the Contractor fails to furnish such a Bank Guarantee the Owner shall have right to
retain the Security Deposit and Retention Money to cover the 10% of the
Guarantee amount under this clause and to return/refund the same after the expiry
of the period of 12 months without any interest thereon.

12. TERMINATION OF CONTRACT

12.1 The owner may terminate the contract at any stage of the construction for reasons
to be recorded in the letter of termination.

12.2 The Owner inter alia may terminate the Contract for any or all of the following
reasons that the contractor

a) has abandoned the work/Contract.

b) has failed to commence the works, or has without any lawful excuse under
these conditions suspended the work for 15 consecutive days.

c) has failed to remove materials from the site or to pull down and replace the
work within 15 days after receiving from the Engineer written notice that the said
materials or work were condemned and/or rejected by the Engineer under
specified conditions.

d) has neglected or failed to observe and perform all or any of the terms acts,
matters or things under this Contract to be observed and performed by the
Contractor.
_________________________________________________________


e) has to the detriment of good workmanship or in defiance of the Engineer's
instructions to the contrary sublet any part of the Contract.

f) has acted in any manner to the detrimental interest, reputation, dignity, name or
prestige of the Owner.

g) has stopped attending to work without any prior notice and prior permission for
a period of 15 days.

h) has become untraceable.

i) has without authority acted in violation of the terms and conditions of this
contract and has committed breach of terms of the contract in best judgement of
the owner.

j) has been declared insolvent/bankrupt.

k) in the event of sudden death of the Contractor.

12.3 The owner on termination of such contract shall have the right to appropriate the
Security Deposit, Retention Money and invoke the Bank Guarantee furnished by
the contractor and to appropriate the same towards the amounts due and payable
by the contractor as per the conditions of Contract and return to the contractor
excess money, if any, left over.

12.4 The owner shall have the right to carry out the unexecuted portion of work either by
themselves or by contractor through other agencies at the cost of the Contractor.

12.5 The contractor within or at the time fixed by the Owner shall depute his authorised
representative for taking joint final measurements of the works executed thus far
and submit the final bill for the work as per joint final measurement within 15 days
of the date of joint final measurement. If the contractor fails to depute their
representative for joint measurement, the owner shall take the measurement with
their Engineer-in-Charge/ Site-in-Charge or any other outside representatives.
Such a measurement shall not be questioned by the Contractor and no dispute can
be raised by the Contractor for purpose of Arbitration.

12.6 The Owner may enter upon and take possession of the works and all plant, tools,
scaffoldings, sheds, machinery, power operated tools and steel, cement and other
materials of the Contract at the site or around the site and use or employ the same
for completion of the work or employ any other contractor or other person or
persons to complete the works. The Contractor shall not in any way object or
_________________________________________________________

interrupt or do any act, matter or thing to prevent or hinder such actions, other
Contractor or other persons employed for completing and finishing or using the
materials and plant for the works. When the works shall be completed or as soon
thereafter the Engineer shall give a notice in writing to the Contractor to remove
surplus materials and plant, if any, and belonging to the Contractor except as
provided elsewhere in the Contract and should the Contractor fail to do so within a
period of 15 days after receipt thereof the Owner may sell the same by public
auction and shall give credit to the contractor for the amount realised. The Owner
shall thereafter ascertain and certify in writing under his hand what (if anything)
shall be due or payable to or by the Owner for the value of the plant and materials
so taken possession and the expense or loss which the Owner shall have been put
to in procuring the works, to be so completed, and the amount if any, owing to the
Contractor and the amount which shall be so certified shall thereupon be paid by
the Owner to the Contractor or by the Contractor to the Owner, as the case may,
and the Certificate of the Owner shall be final and conclusive between the parties.

12.7 When the contract is terminated by the Owner for all or any of the reasons
mentioned above the Contractor shall not have any right to claim compensation on
account of such termination.

13. FORCE MAJEURE

13.1. Any delay in or failure of the performance of either part hereto shall not constitute
default hereunder or give rise to any claims for damage, if any, to the extent such
delays or failure of performance is caused by occurrences such as Acts of God or
an enemy, expropriation or confiscation of facilities by Government authorities,
acts of war, rebellion, sabotage or fires, floods, explosions, riots, or strikes. The
Contractor shall keep records of the circumstances referred to above and bring
these to the notice of the Engineer-in-Charge/Site-in-Charge in writing immediately
on such occurrences. The amount of time, if any, lost on any of these counts shall
not be counted for the Contract period. One decision of the Owner arrived at after
consultation with the Contractor, shall be final and binding. Such a determined
period of time be extended by the Owner to enable the Contractor to complete the
job within such extended period of time.

13.2. If Contractor is prevented or delayed from the performing any of its obligations
under this Agreement by Force Majeure, then Contractor shall notify Owner he
circumstances constituting the Force Majeure and the obligations performance of
which is thereby delayed or prevented, within seven days of the occurrence of the
events.

_________________________________________________________

14. ARBITRATION

14.1 All disputes and differences of whatsoever nature, whether existing or which shall
at any time arise between the parties hereto touching or concerning the agreement,
meaning, operation or effect thereof or to the rights and liabilities of the parties or
arising out of or in relation thereto whether during or after completion of the
contract or whether before after determination, foreclosure, termination or breach
of the agreement (other than those in respect of which the decision of any person
is, by the contract, expressed to be final and binding) shall, after written notice by
either party to the agreement to the other of them and to the Appointing Authority
hereinafter mentioned, be referred for adjudication to the Sole Arbitrator to be
appointed as hereinafter provided.

14.2 The appointing authority shall either himself act as Sole Arbitrator or nominate
some officer of Hindustan Petroleum Corporation Limited (referred to as owner or
HPCL) to act as Sole Arbitrator to adjudicate the disputes and differences between
the parties. The contractor/vendor shall not be entitled to raise any objection to the
appointment of such officer of the owner as the Sole Arbitrator on the ground that
the said officer is an officer and/or shareholder of the owner or that he/she has to
deal or dealt with the matter to which the contract relates or that in the course of
his/her duties as an officer of the owner, he/she has/had expressed views on all or
any of the matters in dispute or difference.

14.3 In the event of the Arbitrator to whom the matter is referred to, does not accept the
appointment, or is unable or unwilling to act or resigns or vacates his office for any
reasons whatsoever, the Appointing Authority aforesaid, shall nominate another
Officer of the Owner to act as Arbitrator.

14.4 Such Officer nominated as Sole Arbitrator shall be entitled to proceed with the
arbitration from the stage at which it was left by his predecessor. It is expressly
agreed between the parties that no person other than the Appointing Authority or
an Officer of the Owner nominated by the Appointing Authority, shall act as an
Arbitrator.

14.5 The Award of the Sole Arbitrator shall be final and binding on the parties to the
Agreement.

14.6 The work under the Contract shall, however, continue during the Arbitration
proceedings and no payment due or payable to the concerned party shall be
withheld (except to the extent disputed) on account of initiation, commencement or
pendency of such proceedings.

_________________________________________________________

14.7 The Arbitrator may give a composite or separate Award(s) in respect of each
dispute or difference referred to him and may also make interim award(s) if
necessary.

14.8 The fees of the Arbitrator and expenses of arbitration, if any, shall be borne equally
by the parties unless the Sole Arbitrator otherwise directs in his award with
reasons. The Award of the Sole Arbitrator shall be final and binding on both the
parties.

14.9 Subject to the aforesaid, the provisions of the Arbitration and Conciliation Act, 1996
or any statutory modification or reenactment thereof and the rules made
thereunder, shall apply to the Arbitration proceedings under this Clause.

14.10 The Contract shall be governed by and constructed according to the laws in force
in India. The parties hereby submit to the exclusive jurisdiction of the Courts
situated at Mumbai for all purposes. The Arbitration shall be held at
Visakhapatnam and conducted in English language.

14.11 The Appointing Authority is the Functional Director of Hindustan Petroleum
Corporation Limited

15. GENERAL

15.1. Materials required for the works whether brought by the or supplied by the Owner
shall be stored by the contractor only at places approved by Engineer-in-
Charge/Site-in-Charge. Storage and safe custody of the material shall be the
responsibility of the Contractor.

15.2. Owner and/or Engineer-in-Charge/ Site-in-Charge connected with the contract,
shall be entitled at any time to inspect and examine any materials intended to be
used in or on the works, either on the site or at factory or workshop or at other
place(s) manufactured or at any places where these are laying or from which these
are being obtained and the contractor shall give facilities as may be required for
such inspection and examination.

15.3. In case of any class of work for which there is no such specification supplied by the
owner as is mentioned in the tender documents, such work shall be carried out in
accordance with Indian Standard Specifications and if the Indian Standard
Specifications do not cover the same the work should be carried out as per
standard Engineering practice subject to the approval of the Engineer-in-Charge/
Site-in-Charge.

_________________________________________________________

15.4. Should the work be suspended by reason of rain, strike, lockouts or other cause
the contractor shall take all precautions necessary for the protection of the work
and at his own expense shall make good any damages arising from any of these
causes.

15.5 The contractor shall cover up and protect from injury from any cause all new work
also for supplying all temporary doors, protection to windows and any other
requisite protection for the whole of the works executed whether by himself or
special tradesmen or subcontractors and any damage caused must be made
good by the contractors at his own expense.

15.6 If the contractor has quoted the items under the deemed exports, then it will be the
responsibility of the contractor to get all the benefits under deemed exports from
the Government. The Owners responsibility shall only be limited to the issuance of
required certificates. The quotation will be unconditional and phrases like subject
to availability of deemed exports benefit etc. will not find place in it.

ARBITRATION CLAUSE IN FOREIGN PURCHASE AGREEMENTS

1. Disputes or difference arising out of or in relation to this agreement shall be settled
by
2. Arbitration in India. The arbitration shall be by a Sole Arbitrator appointed by
HPCL. The Sole Arbitrator will adjudicate the disputes and differences between the
parties except those in respect of which the decision of any person is by the
agreement expressed to be final and binding.
3. In the event of the Sole Arbitrator to whom the matter is originally referred to, is
unable to act or he/she vacates the office, HPCL, shall nominate another Sole
Arbitrator to settle the said disputes and differences.
4. The second Sole Arbitrator shall be entitled to proceed with the arbitration from the
stage at which it was left by his/her predecessor.
5. The award of the arbitrator shall be final, conclusive and binding on all the parties
to the agreement subject to the provisions of the Arbitration & Conciliation Act,
1996, as in force in India and the rules made thereunder and for the time being in
force. This agreement shall be covered by the laws of India.
6. The award shall be made in writing and shall be published by the Sole Arbitrator
within six months after entering upon reference or within such further time mutually
extended by the parties. The Sole Arbitrator shall have power to order and direct
the parties to abide by, observe and perform such directions as the Sole Arbitrator
may think fit and proper to issue having regard to the fact that the arbitration
proceedings have to be completed within the specified period solely on the
principles of Natural Justice.
7. The Sole Arbitrator shall be at liberty to appoint, if so necessary, any Accountant or
Engineer or other person to assist him/her and act by the opinion so taken.
_________________________________________________________

8. The Sole Arbitrator shall have powers to make one or more awards whether
interim or otherwise in respect of the disputes and differences, and in particular,
shall make separate awards in respect of each claim or cross claim of the parties.
9. The Sole Arbitrator shall be entitled to direct any of the parties to pay the cost of
arbitration in such a manner and to such an extent as the Sole Arbitrator may in his
discretion determine and shall also be entitled to require one or both the parties to
deposit funds in such proportions to meet the arbitration expenses. The parties to
arbitration, whenever called upon to do so, shall be bound to comply with such
directions without any demur.
10. Notwithstanding anything contained to any other law, the parties hereby agree that
the courts in the city of Visakhapatnam alone shall have jurisdiction in respect of all
or anything arising under this agreement and any award(s) made by the Sole
Arbitrator hereunder shall be filed in the court in the city of Visakhapatnam only.

CANCELLATION / RISK PURCHASE CLAUSE

1. The owner reserves the right to cancel this purchase order or any part thereof and
shall be entitled to rescind the contract wholly or in a written notice to the vendor if:
(i) The vendor fails to comply with the terms of this purchase order .
(ii) The vendor fails to delivery the goods on time and or replace the
rejected goods promptly .
(iii) The Vendor becomes bankrupt or goes into liquidation
(iv) The vendor makes a general assignment for the benefit of creditors.
(v) A receiver is appointed for any of the property owned by the vendor.
2. Upon receipt of the said cancellation notice , the vendor shall discontinue all work
on the Purchase Order and matters connected with it . The owner in that event will
be entitled to procure the requirement in the open market and recover the excess
payment over the vendor , agreed price , if any , from the vendors reserving to
itself the right to forfeit the security deposit, if any made by the Vendor against the
contract.
3. The vendor is aware that the said goods are required by the owner for the ultimate
purpose of materials production and that non delivery may cause loss of
production and consequently loss of profit to the owner . In this event of the Owner
exercising the option to claim damages for non-delivery other than by way of
difference between the market price and the contract price , the vendor shall pay to
the owner the fair compensation to be agreed upon between the owner and the
vendor .
4. The provision of this clause shall not prejudice the right of the Owner from invoking
the provisions of clause Delayed Delivery as aforesaid .

_________________________________________________________


(SPECIMEN)

COMPOSITE BANK GUARANTEE FOR MOBILISATION ADVANCE, SECURITY
DEPOSIT/RETENTION MONEY/PERFORMANCE GUARANTEE
(On Non-Judicial stamp paper of appropriate value)

TO : Hindustan Petroleum Corporation Limited (Address as applicable)
IN CONSIDERATION OF MESSRS. HINDUSTAN PETROLEUM CORPORATION
LIMITED, a Government of India Company registered under the
Companies Act, 1956, having its registered office at 17,Jamshedji Tata Road, Bombay-20
(hereinafter called "The Corporation" (which expression shall include its successor in
business and assigns) having placed an order on Messers ............................ a
partnership firm/sole proprietor business/a company registered under the Companies Act,
1956 having its office at .............. (hereinafter called "the supplier" (which expression shall
include executors, administrators and assigns) vide order No....................... dated..............
(hereinafter called "the order" which expression shall include any amendments/alterations
to "the order" issued by "the Corporation") for the supply of goods to/execution of services
for "the Corporation" and "the Corporation" having agreed :
a) not to insist upon immediate payment of Security deposit for the fulfilment and
performance of the said order
b) to pay "the supplier" as and by way of advance upto a sum of Rupees__________
(Rupees _____________________________ only) being ____% of the value of "the
order";
c) that "the supplier" shall furnish a security for the performance of "the supplier's"
obligations and/or discharge of "the supplier's" liability in connection with the said "order";
and "the Corporation" having agreed with "the supplier" to accept a composite Bank
Guarantee for the mobilisation advance, security deposit, retention money and
performance guarantee, We, .................................................... Bank having office
at ............................................ (hereinafter referred to as "the Bank" which expression
shall includes its successors and assigns) at the request and on behalf of "the supplier"
hereby agree to pay to "the Corporation"without any demur on first demand an amount
not exceeding Rs........... (Rupees.............................only) against any loss or damage,
costs, charges and expenses caused to or suffered by "the Corporation" by reason of non
performance and fulfilment or for any breach on the part of "the supplier" of any of the
terms and conditions of the said "order".
2. We, ............................. Bank further agree that "the Corporation" shall be sole judge
whether the said "Supplier" has failed to perform or fulfill the said "order"
in terms thereof or committed breach of any terms and conditions of "the order" and the
extent of loss, damage, cost, charges and expenses suffered or incurred or would be
suffered or incurred by "the Corporation" on account thereof and we waive in the favour of
_________________________________________________________

"the Corporation" all the rights and defences to which we as guarantors and/or "the
Supplier" may be entitled to.
3. We, ................................. Bank further agree that the amount demanded by "the
Corporation" as such shall be final and binding on "the Bank" as to "the Bank" 's liability to
pay and the amount demanded and "the Bank" undertake to pay "the Corporation" the
amount so demanded on first demand and without any demur notwithstanding any
dispute raised by "the Supplier" or any suit or other legal proceedings including arbitration
pending before any court, tribunal or arbitrator relating thereto, our liability under this
guarantee being absolute and unconditional.
4. We, .................................. Bank further agree with "the Corporation" that "the
Corporation" shall have the fullest liberty without our consent and without affecting in any
manner our obligations hereunder to vary any of the terms and conditions of the said
"order"/or to extend time of performance by "the Supplier" from time to time or to
We, .................................................... Bank having office at ............................................
(hereinafter referred to as "the Bank" which expression shall includes its successors and
assigns) at the request and on behalf of "the supplier" hereby agree to pay to "the
Corporation"without any demur on first demand an amount not exceeding Rs...........
(Rupees.............................only) against any loss or damage, costs, charges and
expenses caused to or suffered by "the Corporation" by reason of non performance and
fulfilment or for any breach on the part of "the supplier" of any of the terms and conditions
of the said "order".
2. We, ............................. Bank further agree that "the Corporation" shall be sole judge
whether the said "Supplier" has failed to perform or fulfill the said "order"
in terms thereof or committed breach of any terms and conditions of "the order" and the
extent of loss, damage, cost, charges and expenses suffered or incurred or would be
suffered or incurred by "the Corporation" on account thereof and we waive in the favour of
"the Corporation" all the rights and defences to which we as guarantors and/or "the
Supplier" may be entitled to.
pay and the amount demanded and "the Bank" undertake to pay "the Corporation" the
amount so demanded on first demand and without any demur notwithstanding any
dispute raised by "the Supplier" or any suit or other legal proceedings including arbitration
pending before any court, tribunal or arbitrator relating thereto, our liability under this
guarantee being absolute and unconditional.
4. We, .................................. Bank further agree with "the Corporation" that "the
Corporation" shall have the fullest liberty without our consent and without affecting in any
manner our obligations hereunder to vary any of the terms and conditions of the said
"order"/or to extend time of performance by "the Supplier" from time to time or to 7.
We, ........................................ Bank further undertake not to revoke this guarantee during
its currency except with the previous consent of "the Corporation" in writing.
8. We, ......................................... Bank lastly agree that "the Bank"'s liability under this
guarantee shall not be affected by any change in the constitution of "the Supplier".
_________________________________________________________

9. "The Bank" has power to issue this guarantee in favour of "the Corporation" in terms of
the documents and/or the Agreement/Contract or MOU entered into between "the
Supplier" and "the Bank" in this regard.
IN WITNESS WHEREOF the Bank has executed this document on this
............................. day of ...........................
For ........................ Bank
(by its constituted attorney)
(Signature of a person authorised
to sign on behalf of "the Bank")*

_________________________________________________________


ANNEXURE - 10
(SPECIMEN)

BANK GUARANTEE IN LIEU OF EARNEST MONEY
(On Non-Judicial stamp paper of appropriate value)
TO : Hindustan Petroleum Corporation Limited (Address as applicable)
IN CONSIDERATION OF MESSRS. HINDUSTAN PETROLEUM CORPORATION
LIMITED a Government of India Company registered under the
Companies Act, 1956, having its registered office at 17, Jamshedji Tata Road, Bombay-
20 (hereinafter called "The Corporation" which expression shall include its successor in
business and assigns) issued a tender on Messrs. ................................................ a
partnership firm/sole proprietor business/a company registered under the Companies Act,
1956 having its office at (hereinafter called "the Tenderer" which expression shall include
its executors, administrators and assigns) against Tender no............ dated ....................
(hereinafter called "the tender" which expression shall include any amendments/
alterations to "the tender" issued by "the Corporation") for the supply of goods
to/execution of services for "the Corporation" and "the Corporation" having agreed not to
insist upon immediate payment of Earnest Money for the fulfilment of the said tender in
terms thereof on production of an acceptable Bank Guarantee for an amount of Rs.......
(Rupees .................................only).
We, ................................... Bank having office at .....................................................
Bombay (hereinafter referred to as "the Bank" which expression shall include its
successors and assigns) at the request and on behalf of "the Tenderer" hereby agree to
pay to the Corporation without any demur on first demand an amount not exceeding
Rs........... (Rupees ...................................... only) against any loss or damage, costs,
charges and expenses caused to or suffered by "the Corporation" by reason of non
performance and fulfillment or for any breach on the part of "the Tenderer" of any of
theterms and conditions of the said "tender".

2. We, ........................................ Bank further agree that "the Corporation" shall be sole
Judge whether the said "Tenderer" has failed to perform or fulfill the said
"tender" in terms thereof or committed breach of any of the terms and conditions of "the
order" and the extent of loss, damage, cost, charges and expenses suffered or incurred
or would be suffered or incurred by "the Corporation" on account thereof and we waive in
favour of "the Corporation" all the rights and defences to which we as guarantors and/or
"the Tenderer" may be entitled to.
pay and the amount demanded and "the Bank" to undertake to
pay "the Corporation" the amount so demanded on first demand and without any demur
notwithstanding any dispute raised by "the Tenderer" or any suit or other legal
_________________________________________________________

proceedings including arbitration pending before any court, tribunal or arbitrator relating
thereto, our liability under this guarantee being absolute and unconditional.
4. We, ....................................... Bank further agree with "the Corporation" that "the
Corporation" shall have the fullest liberty without our consent and without
affecting in any manner our obligations hereunder to vary any of the terms and conditions
of the said "tender"/or to extend time of performance by "the Tenderer" from time to time
or to postpone for any time to time any of the powers exercisable by "the Corporation"
against "the Tenderer" and to forbear to enforce any of the terms and conditions relating
to "the tender" and we shall not be relieved from our liability by reason of any such
variation or extension being granted to "the Tenderer" or for any forbearance, act or
ommission on the part of "the Corporation" or any indulgence by "the Corporation" to "the
tenderer" or by any such matter or things whatsoever which under the law relating to
sureties would but for this provision have the effect of relieving us.

5. NOTWITHSTANDING anything hereinbefore contained, our liability under this
Guarantee is restricted to Rs. ......... (Rupees....................................... only). Our
liability under this guarantee shall remain in force until expiration of six months from the
due date of opening of the said "tender". Unless a demand or claim under this guarantee
is made on us in writing within said period, that is, on or
before .................................... all rights of "the Corporation" under the said guarantee
shall be forfeited and we shall be relieved and discharged from all liabilities thereunder.
6. We, ........................................ Bank further undertake not to revoke this guarantee
during its currency except with the previous consent of "the Corporation" in Writing.
7. We, ......................................... Bank lastly agree that "the Bank" 's liability under this
guarantee shall not be affected by any change in the constitution of "the Tenderer".
8. "The Bank" has power to issue this guarantee in favour of "the Corporation" in terms of
the documents and/or the Agreement/Contract or MOU entered into between "the
Tenderer" and "the Bank" in this regard.
IN WITNESS WHEREOF the Bank has executed this document on
this .......................... day of ........................

For ........................ Bank
(by its constituted attorney)

Signature of a person authorized to sign on behalf of "the Bank")

_________________________________________________________


VOLUME III

SCOPE OF WORK
_________________________________________________________


Scope of Work

(SPM AND PIPELINE BETWEEN SPM AND COT)

A. GENERAL

B. SCOPE OF BASIC DESIGN

C. CONSULTANCY SERVICES IN PROCUREMENT AND MATERIALS
MANAGEMENT OF LONG LEAD ITEMS

D. SCOPE OF PROJECT MANAGEMENT SERVICES

E. EXCLUSIONS FROM CONSULTANTS SCOPE OF WORK

_________________________________________________________


A. GENERAL

a) Definition of Project :

The word Project appearing in Scope of Work shall mean the context described .

b) Project implementation Strategy :

The PROJECT IMPLEMENTATION STRATEGY developed for the Crude Oil Pipeline
Project, is based on a basic philosophy that Engineering and Project Management
Consultant(s) will be appointed to manage and control all aspects of the Project execution
on behalf of Owner. The Consultant(s) will be responsible for all project activities to a
small group of Owners executives. The EPMC work envisaged to be carried out is as
follows :

- SPM and Sub-sea/on-shore Pipeline between SPM and COT :

This job shall be carried out on LSTK basis as per the scope of work brought out in this
part.

c) Capacity Expansion :

While designing various facilities under the project, provision shall be kept by the
Consultant for increase in thruput upto 15 MMTPA.

d) Battery Limits :

The following battery limit for EPMC Scope of Work for the project is applicable :

- From SPM (including SPM) to Insulating joint on the Pipeline between SPM &
COT, in COT premises.

e) Integration of facilities :

Software / hardware used for various systems under the Project shall be compatible with
each other and also with the systems being provided in the Refinery at Visakh.. Consultant
for the Project shall ensure this compatibility.

_________________________________________________________

f) Standardisation of Equipments / Instruments :

As far as possible, Consultant for the Project shall endeavor to standardise type of
equipments / instruments being considered in respective parts.
_________________________________________________________


VOLUME III (SCOPE OF WORK)

B. SCOPE OF BASIC DESIGN :

1.0 - Brief project Description.

2.0 - Facilities.

3.0 - Scope of Work.

4.0 - Design Standards.

5.0 - Studies to be performed.

6.0 - Design Reviews.

7.0 - Document Requirements.

_________________________________________________________


1.0 BRIEF PROJECT DESCRIPTION

The following major blocks of facilities are included in the scope of this tender :

i) Single Point Mooring (SPM) Terminal for handling Very Large Crude Carriers (VLCC).

ii) Sub-sea/On-shore Pipeline with or without Intermediate Booster Pumping Station from
SPM to COT.

2.0 FACILITIES

The information provided below is meant for general guidance only. The facilities to be
provided shall be firmed up by Consultant / Owner during the implementation of work.

2.1 BACKGROUND

The Crude for Vizakh Refinery Project is expected to be imported i.e. crudes like
Malaysian crude, Nigerian crude ( Bonny) , Persian Gulf crude ( Upper zakum), Libyan
crude ( Essider).

These crudes will be transported by tankers and will be received at Single Point Mooring
(SPM) facilities proposed at Vizag port.. The SPM is proposed south east of Vizag port
( 83 1750 E & 17 39 15 ). SPM is located approx 3.5 KM from shore .

Very large crude carriers (VLCC) will be used for transportation of crude to achieve
economy in tanker freight charges. These VLCCs will be unloaded through SPM and
Subsea/onshore pipeline and stored in the onshore Crude Oil Terminal (COT) before
transporting it to the refinery .

2.2 CRUDE RECEIPT FACILITIES

The crude receipt facilities consist of Single Point Mooring (SPM) located 3.5 kms from
the shore off Visakhapatnam Port to receive crude oil from tankers and Submarine pipeline
from the SPM to the COT.

2.2.1 SPM Water Depth

The minimum water depth required at SPM terminal to unload 300000 DWT VLCC's has
been worked out on the following basis :

_________________________________________________________


Meters
Loaded Draught 22.8
Length over all (LOA) 350
Beam 53
Moulded Depth 13.4
Minimum water depth 28.9

2.2.2 SPM Manoeuvering Requirement

The moored vessel to SPM terminal should be able to swing freely around it, allowing
the vessel to orient itself in the most advantageous position under the combined
influences of prevailing winds, waves and currents.

It is a generally accepted practice to provide a circular maneuvering area around the
SPM terminal clear of obstruction with a minimum radius of 3 times the overall length
of the maximum size tanker for which the facility is designed. A safe maneuvering
radius of 1050 m is recommended which can cater to a maximum ship length of 350 m.

2.2.3 Catenary Anchor Leg Mooring (CALM) Buoy

The Catenary Anchor Leg Mooring (CALM) system has been selected for this terminal.
The CALM system shall have following major components :

Catenary Anchor Leg Mooring (CALM) buoy with anchoring system and facilities for
tanker mooring and product transfer.

Floating Hose Strings.

Underbuoy Hose Strings

Pipeline End Manifold (PLEM)

a) CALM Features

The main features of CALM are as given below :

i) Buoy Body

The buoy shall be held in position through anchor chains fixed around the periphery of
the buoy at one end and to anchor piles at other end.

_________________________________________________________

The CALM buoy shall consist of buoy body with six buoyancy compartments created
by bulk heads, center well, skirt, chain attachments, a rotating turntable (consisting of
mooring platform, ballast box, boat landing platform, piping platform, main bearing,
lifting equipment, leak detection system etc.), product transfer piping, product swivel
with bearing etc.

ii) Anchoring System

Anchoring system shall consist of 6 number anchor chains connected to buoy through
chain stopper around the buoy circumference on one end. The other end of the anchor
chains shall be connected to six (6) number anchor piles located far away from buoy
center.

iii) Mooring System

Mooring system shall consist of dual hawser equipped with bead floats which shall be
attached to mooring lugs on the buoy turntable mooring platform through a chain bridle
assembly consisting of chafe chains, high tensile strength, D shackles, special end
links and triangle plate.

The hawser shall be capable of sustaining upto maximum mooring loads from tankers
and indicated in Design Criteria for SPM System.

iv) Fluid Transfer System

SPM Fluid transfer system shall comprise of piping in two sections as defined below :

On turn table : piping runs from over board platform to rotating swivel.

In center well : pipes extending from bottom of fixed part of product swivel up to
underbuoy hose connection.

Two numbers connection with ball valves shall be provided (one on top and one on
bottom) on product swivel for filling and draining purposes. In addition two number
tapping with ball valves shall be provided (one on top and one on bottom) for fitting
pressure gauges on the product swivel.

Both turntable and center well piping shall connect to a single central product swivel.

The pipe swivel shall have two main parts i.e. top rotating half and bottom fixed half.
The top half shall be mounted on a roller bearing. The top and bottom halves are bolted
together against the roller bearing.

_________________________________________________________


v) Other Equipment

In addition to above, following equipment shall also be provided on the SPM buoy :

Navigational Aids
Radar Reflector
Life Buoys with strobe lights
Fire Extinguisher
Hydraulic Power Unit (HPU) for PLEM valve operation
Instrumentation and Electrical System
Telecontrol and Telemetry system
Other miscellaneous equipment such as bilge pump, lifting equipment,
rigging arrangement etc.

The navigational light shall flash the Morse Code U and shall be deactivated during
day light hours by a sun activated switch. The navigational light shall be mounted on
top of the turntable rope guard.

b) Floating Hose Strings

i) The product from tankers will be transferred by means of two numbers floating hose
strings.

ii) Overall length of each hose string shall be determined by the CALM vendor so as to
meet the requirements of tankers of various sizes.

Iii) Hose string shall be equipped with marker buoys and obstruction lights. Spacing of
lights shall be approximately 100 feet. The lights shall have minimum 2 Nautical miles
range in clear weather and shall flash 50 times per minute.

c) Underbuoy Hose Strings

i) Two number underbuoy hose strings shall be provided to transfer product from SPM
buoy to Pipe Line End Manifold (PLEM) located on the sea bed.

ii) A Chinese lantern configuration is envisaged for the underbuoy hose strings. The
CALM vendor shall design and provide the most appropriate configuration for the
underbuoy hose strings based on own design.

_________________________________________________________

d) Pipeline End Manifold

i) Underbuoy hoses from the SPM buoy will be connected to submarine pipeline through
a Pipe Line End Manifold (PLEM) located on the sea bed.

ii) The PLEM will be provided with a scraper trap capable of handling all types of
commercially available on-line inspection tools suitable for 48 dia. Scraper trap barrel
size will be 52. The PLEM piping will permit hook-up/removal of scrapper trap as
and when required.

iii) The design of PLEM piping will meet the requirements of Design Criteria and
applicable codes and standards.

iv) The PLEM piping skid shall rest on PLEM base structure. The PLEM skid shall allow
for movement along longitudinal axis of submarine pipeline to accommodate pipeline
expansions. Necessary provision for reduction of friction between PLEM base
structure and PLEM piping skid shall be incorporated.

e) Infrastructure Requirements

Following marine fleet will be required for operation and maintenance of the SPM
terminal.

Two tugs
One supply boat
One Ferry boat
One maintenance vessel with A Frame

The marine fleet may be owned and operated by a contractor. At least one qualified
diver shall be posted at the shore facility for carrying out inspection of under water
fittings and hoses. It may be worth while to have a remote operated vehicle for PLEM
inspection in future.

There will be a requirement of a warehouse in the Crude Oil Terminal which will store
normal maintenance spares for the SPM terminal. Spare floating and underbuoy hoses
will be among the spares to be stored here.

2.2.4 Description of Submarine Pipeline System

SPM is proposed southeast of Vizag . SPM is located approx.3.5 km from shore and
water depth at the SPM location is approx. 30 m below chart datum. Pipeline
approaches shore between existing breakwater and hill ( dolphine nose) . Since Port
_________________________________________________________

authority is having sand collection pit in vicinity of break water, pipeline approach to
the shore is proposed over Trussle bridge. Trussle bridge length will be approx. 300m.
The final route will be based on detailed offshore survey along the pipeline route and at
SPM location.

Pipeline route approaches Land Fall Point (LFP) where HPCL is already having setup
for its existing LPG import and crude import facilities. From LFP onwards pipeline
route is proposed parallel to existing 36 dia. Crude oil pipeline in the same trench due
to no navailability of space.

Description Offshore
( SPM
LFP)
Onshore
(LFP Ref)
Length 3.5 8.5
Design
pressure
Kg/ cm2
19.0 19.0
Design
temp degC
45 45 ( Buried)
65 ( above
ground)
Pipeline
OD , mm
1219 1219
Pipe
Material
API 5L Grx -
52
API 5L Grx
-52
Conc. Wt.
coating
100 mm 100 mm

2.3 SPM INSTRUMENTATION AND CONTROL FACILITIES

Instrumentation and Control facilities will be provided for efficient and safe operation
of the SPM /Submarine pipeline .

2.3.1 Spill Prevention System (SPS)

The system will monitor all critical operational parameters like :

Cargo Flow/Pressure
Crude Distribution unit leak detection
Mooring hawser Load
Electrical Power supply system

_________________________________________________________

The system will also be used for Shore -SPM- ship telemetry and PLEM Valve remote
actuation and Hose system breakage protection.

The SPM will continuously monitor the cargo transfer operation and immediately
inform the shore station the ship and the SPM of any hazardous situation.

2.3.2 Emergency Shutdown System

Emergency shutdown valves will be provided at different locations in the SPM PLEM.
These valves will be actuated by low/high pressure sensors , fire and gas sensors located
at different sites.

3.0 SCOPE OF WORK

Consultant shall deploy qualified personnel to carry out Basic Design of SPM and Sub-sea/
Onshore Pipeline between SPM and COT required for clearly defining LSTK contracts
which would minimise/eliminate change orders. Consultant shall also produce adequate
specifications for long lead items during early phase of Basic Design Work for Consultant
to undertake the procurement activities. The Scope of Work shall include, but not be
limited to, the following :

- Supervision for carrying out Sea-Bed Engineering, Pipe Line Route Survey,
Oceanography and Geo-technical Survey at the finalized SPM location. Tenders
for these studies/surveys are being floated by HPCL and orders are expected to be
awarded by the time the EPMC contract is finalised

- Basic design of SPM and Sub-sea/On-shore pipeline between SPM and COT.

- Block flow diagrams for the Project

- Process flow diagram for the Project

- P&IDs

- Equipment list

- Equipment data sheets for each unit including duty specifications. Data sheets to
include equipment number, all dimensions, wall thickness, design pressure, design
temperature, test pressure, insulation type and thickness, etc.

- Detailed feasibility report based on the Pre-feasibility report which will be
furnished by HPCL, data available from the Sea-Bed Engineering, Pipe Line Route
_________________________________________________________

Survey, Oceanography & Geo-technical Survey and basic engineering carried out
by EPMC

- Piping line lists with line number, to/from, diameter, pressure, temperature,
insulation, test pressure and pipe specification.

- Piping Specification.

- Corrosion protection coating of the pipeline

- Studies included in Paragraph 5.0.

- Plot plan for the Project

- Formal and informal reviews as described in Paragraph 6.0

- Construction and material specifications.

- Commissioning specifications.

Consultant shall establish a separate team for doing the Basic Design work and this team
shall be located at a location chosen by Consultant as the center of their activities.

4.0 DESIGN STANDARDS

The following design standards shall be used as a minimum in the Scope of work :

4.1 Published standards :

Indian Standards :

Oil Industry Safety Directorate (OISD)
Tariff Advisory Committee (TAC)
Indian Boiler Regulations (IBR)

(In case of conflict among Indian standards or with International standards, owner should
be consulted for deviations which in Consultants opinion have cost impact.)

4.2 International Standards :

ANSI
ASME
_________________________________________________________

ASTM
API
OCIMF
ISA
NACE

4.3 Owner supplied Standards/ Documents :

The following Owner supplied design standards/documents shall, in addition to the above,
form the basis of the work :

1. Feasibility Report (to be used as a guide).
2. Product specifications.
3. Crude assays.
4. Pipeline Route Survey, including Soil Resistivity Survey report.
5. Environment Clearance letters and REIA report.
6. Contour Survey / Soil Investigation reports.
7. Marine survey reports.

5.0 STUDIES TO BE PERFORMED

The following process and engineering studies are to be performed as a part of the Work :

1. Review of Oceanography , Seabed Engineering and Geotechnical Survey reports
2. Pipeline Size/Pump Head Optimization.
2. Single Point Mooring Pipeline size and configuration confirmation.
3. Environmental Management Plan, Emergency Preparedness, Risk Assessment and Disaster
Management Plan.
4. Optimization of Crude Unloading facilities.
5. Hazop study.

6.0 DESIGN REVIEW(S)

Periodical formal (every two weeks) and informal (on issuing documents, drawings, studies,
etc.) Reviews of the design work shall be required. Consultant shall provide time and
personnel to participate in these reviews.

7.0 DOCUMENT REQUIREMENTS

The following document/review requirements during the performance of the Work shall be
met :
_________________________________________________________


1. Documents for Approval :

Three copies of all documents are required for Owners approval.

2. Drawings for approval :

Besides full size drawings, three copies of 11 x 17 shot down of each drawing shall also
be provided for Owners approval.

3. Studies for Approval :

The studies listed in the section STUDIES must be submitted as draft reports and not as
notes for approval.

4. Approval Turnaround :

Owner shall have fourteen days of review to make comments or approve all documents /
drawings.

5. Final Approved Documents & Drawings and Studies :

Eight copies of the final approved documents, full size & shot down drawings and studies
are required. Floppies/CDs and CAD diskettes shall also be provided.

_________________________________________________________


C. CONSULTANCY SERVICES IN PROCUREMENT AND MATERIALS
MANAGEMENT OF LONG LEAD ITEMS.

This Section details the scope of services of Consultant in procuring and Materials
Management of long lead items. The scope of procurement & materials management
services of Consultant in LSTK contracts is provided in Article 10 of the Scope of Project
Management Services, set forth below in this Volume III.

Consultant shall provide procurement & materials management services for long lead items
given below:

i) Pipeline between SPM and COT
ii) Corrosion Protection Coating of Pipeline.
iii) Pipe fittings, valves, instruments and other online equipments.
iv) Booster pumps at intermediate pumping station (if required).

The scope shall include but not be limited to:

1. Developing detailed procurement procedures, in conjunction with the Owner.
2. Establishing vendor lists.
3. Preparing tender enquiries.
4. Follow-up and review of responses.
5. Recommendation of supplier.
6. Approval of Fabrication Drawing.
7. Monitoring the procurement progress.
8. Expediting and Inspection.
9. Ensuring proper transportation, logistics and material management.

Procurement Procedure:

A detailed procurement procedure shall be prepared immediately after award of contract
submitted to Owner for approval. The procurement procedure shall incorporate all changes
made necessary as a result of contractual agreement between Consultant and Owner, or as a
result of specific requests made by Owner

Quality Assurance:

Consultants participation in the quality assurance program will focus on the vendors
compliance with applicable quality control measures. Such elements as vendor
qualification surveys, provision of correct and complete documentation to the vendor,
inspection and testing during fabrication and production, monitoring material handling and
control procedures of the vendor and proper handling, storage and shipping of equipments
_________________________________________________________

after manufacture are significant aspects of the quality assurance program. Consultant shall
conduct audit of vendors to continually ensure that they are complying with the quality
assurance requirements as stipulated in procurement documents.

Vendor List:

A vendor list is to be prepared for all items including supply of long lead
materials/equipments. This list will be based on Consultants experience with Indian and
worldwide vendors. Wherever feasible, the endeavor shall be to include as many Indian
vendors as possible. The vendor list is to be submitted for approval by Owner.

Warranties and Guarantees :

Consultant shall obtain from the vendors, the best possible warranties and guarantees
covering workmanship and materials for the benefit of Owner and will take all steps to
ensure that such warranties and guarantees are enforced.

Sourcing of Materials and Equipment for Long Lead Items :

Indian sources of supply shall be solicited for material based on the Owner approved
vendor list. Any decision to purchase materials outside India for reasons of schedule
conflict, lack of competitive pricing or critical nature of the materials will be subject to
Owners review and concurrence.

A detailed breakdown of sources of supplies is to be prepared after award of contract.

Cost Estimate:

Consultant shall prepare item wise cost estimate for each material requisition (MR). This
cost estimate will form the basis for comparison of bids and negotiations, if required.

Inquiries:

A central procurement team is to be assigned by the Consultant in India to manage and
conduct the purchase of all equipments and materials.

Inquiry activities for equipment shall be controlled by the Consultant. Consultant will be
responsible for issuing inquiries to those vendors on the approved vendor lists, expediting
receipt of quotations, evaluating the bids and submitting recommendations to Owner for
approval.

Inquiries shall, generally, be issued to sufficient number of vendors on two bid basis so as
to ensure receipt of competitive bids from them or from more acceptable vendors, unless
_________________________________________________________

the number of vendors on the approved vendor list is specifically limited or where a sole
source is stipulated in the Project specifications. Alternatively, Public Tenders will be
invited in case of insufficient number of approved vendors or for specialized items /
equipments.

Bids will be solicited directly from manufacturers except where trade practice in specific
geographical locations necessitate the use of distributorships.

All requests for quotations shall be prepared in English and shall contain the requirement
that formal proposals also be submitted in English.

Inspection by Consultant or a duly authorized third party on behalf of Consultant will be
indicated on all inquiry documents.

Quotation Evaluation :

Consultant shall techno-commercially evaluate the Bids to assess the bids compliance with
the technical specifications and commercial terms and conditions.

Consultant shall ensure that all information received from vendors of either a commercial
or technical nature will remain confidential and will not be disseminated to unauthorized
persons.

The commercial evaluation sheet shall include, but not be limited to, the following
information:

a) Requisition and item number.
b) Equipment or tag number.
c) Brief description of equipment or materials.
d) Quantity.
e) Shipping arrangements.
f) Comparison of delivery promise with required delivery date.
g) Escalation, if applicable.
h) Quotation validity.
i) Terms of payment.
j) List of exceptions to Terms and conditions.

As deemed necessary by Consultant, pre-award meetings shall be scheduled with vendors
to ensure that all aspects of the inquiry and proposal have been properly interpreted and
evaluated.

Consultant shall, during negotiations with vendors, finalize startup assistance and
maintenance services where required.
_________________________________________________________


Purchase Recommendations :

At the conclusion of the techno-commercial evaluation phase, an evaluation sheet shall be
prepared by consultant and submitted to Owner for approval before opening price bids. On
receipt of Owners approval, Consultant shall open Price bids in the presence of Owners
representatives as well as concerned bidders as necessary and shall prepare price evaluation
sheet. The consultant shall submit recommendations for placement of order on the selected
vendor on the basis of price evaluation. Upon approval of purchase recommendations by
Owner, a Draft Purchase Order (DPO) including Purchase Requisition (PR) shall be
submitted by Consultant to Owner for releasing Purchase Order on the successful vendor.
Soft copy of the same is required .

DPOs will include a statement that the equipment concerned is subject to inspection and
the Owners representatives will have access to the supplier's work, including access to
their sub- supplier's works, during all stages of manufacturing/testing.

When purchased equipment or materials are subject to technical changes covered by
requisition revisions, or monetary or delivery changes resulting from technical revisions,
suitable recommendations for issuing a Change Order shall be given promptly to update
the current purchase order information. All vendor claims for extra costs shall be reviewed
and justified by Consultant, but approved by Owner.

Expediting and Inspection:

The proper control of purchased materials includes both expediting and inspection of
materials throughout the manufacturing cycle. Consultant shall perform (or assign to
agreed third party) inspection and expediting of materials supplied from Indian and foreign
sources. However, for foreign orders ( outside India) all expediting reports shall be
prepared & submitted by EPMC, but visits if any to foreign countores shall be done on
specific approval of HPCL and shall be paid extra.

The objective of this material control effort is to ensure continuous progress in the
fabrication or manufacture of equipment and materials, and to ensure that such fabrication
of manufacture is accomplished in accordance with the technical requirements and
specifications of the project. Accordingly, inspection shall be performed by Consultant or
Consultant appointed organizations approved by Owner and statutory bodies in accordance
with data sheets, drawings, and specifications incorporated in the commitment documents
transmitted to the vendor. Expediting of all purchase orders, including all revisions or
amendments thereto, for this project shall continue from the time of commitment until the
material or equipment has been shipped.

_________________________________________________________

Expediting reports will reflect the expediters assessment of the order status and in the
event of problem areas, the actions taken, suggested or required. Consultant shall be
responsible for anticipating problems and taking corrective action.

In the event of delivery slippage by a vendor, a report shall be issued detailing the basis for
the slippage and advising the action the vendor is taking to improve the revised delivery
promise.

Whether the suppliers shop is visited periodically or not, the supplier will be required to
submit to the expediting department weekly progress / status schedules covering both
engineering and manufacturing progress.

Vendor data shall be expedited immediately. Detailed schedules for receipt of engineering
information from the vendor should be established, based on the requisition requirements
and in keeping with engineering schedule requirements.

Consultant shall review all routine data and priority data. Priority data shall be
specified, procured, handled and distributed expeditiously. Vendor information shall be
designated as priority data only when vendors engineering efforts are contingent upon
receipt of that information. Priority data shall be reviewed by Consultant and returned to
the vendor within Ten days of receipt.

Delivery updates and other pertinent expediting information shall be provided for inclusion
in a monthly Material Status Report. Any significant delivery slippage shall be highlighted
and the remedial action noted allowing Consultant to evaluate potential scheduling
problems.

Inspection reports shall be issued upon each visit to a shop. This will ensure resolution of
any noted problems.

When the volume of work placed in a vendors shop dictates, or when extensive problems
have been encountered, a resident full-time inspector shall be assigned to the shop to ensure
his attendance during all phases of fabrication or manufacture and timely resolution of
problems.

Where required by Consultant/LSTK Engineering, the noted materials or parts of
equipment items and base material shall be verified utilizing specialized equipment that
will ensure the chemical composition of the material is correct as stipulated for the
intended service.

_________________________________________________________

Materials Management :

Consultant shall be responsible to Owner for materials management for goods purchased
from various suppliers, including line pipes. Consultant shall keep proper custody of goods
and report losses / damages / shortages, if any, to the Owner immediately on noticing the
same. Owner will provide necessary security personnel for stores / stackyards at Owners
cost, who will report to the Consultants stores manager. The stores are proposed to be
located at Visakh.

1. Receive equipments / materials from suppliers and certify their invoices for
payment.

2. Inspect the condition of goods received and issue goods receipt vouchers to
suppliers / transporters.

3. Maintain a register of suppliers covering all equipments and materials
distinguishing between manufacturers / stockists / supply houses.

4. Provide a unified materials coding system including catalog structure and
compatability with other systems.

5. Prepare and submit reports every 15 days indicating the stores on hand, goods in
transit, goods issued to LSTK contractor(s) and balance goods to be received as per
respective purchase orders.

6. Maintain stores at site to properly store all the equipment / material and certify bills
of handling contractors and transporters. The space for storing equipment / material
and the office space for stores manager / assistant shall be provided by Owner. Cost
of all labour for handling material / equipment in the stores and cost of
transportation of materials from delivery point to stores shall be to Owners account.

7. Issue material for construction to contractors and prepare goods issue vouchers
thereof.

8. Receive unused material returned by LSTK contractor(s) and prepare goods
returned vouchers thereof.

9. Prepare reconciliation statements to enable Owner to check and take over the
balance stores.

_________________________________________________________

D. SCOPE OF PROJECT MANAGEMENT SERVICES :

Article 1. Scope of Project Management Services - Overview

Article 2. Preparation of ITB for LSTK contract.

Article 3. Quality Management.

Article 4. Project Implementation Procedure.

Article 5. Cost Control.

Article 6. Project Planning and Control.

Article 7. Progress Measurement.

Article 8. Management control and reporting Structure.

Article 9. Evaluation and award of subcontracts (LSTK).

Article 10. Procurement / Materials Management (LSTK).

Article 11. Inspection (LSTK).

Article 12. Engineering (LSTK).

Article 13. Construction (LSTK).

Article 14. Commissioning, Startup and Performance tests.

Article 15. Acceptance.

Article 16. Initial Operation and Training.

Article 17. Health, Safety and Environment.

Article 18. Documentation

_________________________________________________________

ARTICLE 1

SCOPE OF PROJECT MANAGEMENT SERVICES - OVERVIEW

In addition to providing the engineering, procurement services for the long lead items
described in the EPMC Services in Procurement and Materials Management of Long Lead
Items, Consultant shall establish a team for the Engineering and Project Management
Services containing all the necessary skills and disciplines needed for professional
management of the Project on behalf of Owner.

Members of the team shall be located in such places as are most appropriate for the
efficient management of the Project. The Central Project Management office shall be
located in India by Consultant. In addition to the location in India chosen by Consultant as
the center of its activities, it is envisaged that staff will need to be deployed in each of the
following:

Work Sites of SPM, Sub-sea/Onshore Pipeline : A construction management team for
the duration of construction and commissioning.

Lump Sum Turnkey (LSTK) contractors office : A management team during
engineering and procurement activities.

Fabrication yards and suppliers premises : Visiting staff as appropriate.

In general, Consultant shall act on behalf, and report to, and be responsible for, managing
the overall Project in detail and directing the LSTK contractor and others on behalf of
Owner, for taking or recommending all appropriate action to complete the Project on time
and within budget. The following indicate the minimum activities the Project Management
Services are likely to comprise which include, without limitation :

(i) Preparation of Anticipated Final Cost (AFC) of Project value (inclusive of cost of long lead
items / equipments and LSTK contract(s)) within six months of Notification of Award.

(ii) Preparation of itemwise cost estimate for each LSTK ITB.

(iii) Coordination of the activities of LSTK contractor(s) engaged by Owner for the engineering,
procurement and construction of the Project to assure effective project execution
particularly at points of interface between respective contractors activities;

(iv) Administration, on behalf of Owner, of all contracts placed for execution of the Project;

(v) Preparation and issue of tender documents, tender evaluation and recommendation of
award and administration of such other contracts as are needed for the Project:
_________________________________________________________


(vi) On behalf of Owner and in response to communications from other contractors involved in
the Project, interpretation of technical requirements set forth in the various contracts and
issuance of such interpretation for the guidance of the other contractors;

(vii) Monitoring, appraising and reporting to Owner on the cost estimation and cost control
performance and scheduling, and schedule control performance of all contractors;

(viii) Development and maintenance of an appropriate system for control of documents relating
to the Project including drawings, specifications, letters, memoranda and other
administrative records but particularly those certificates, operating and other manuals and
other documentation to be retained for maintenance, operational or statutory reasons by
Owner on completion of the Project ;

(ix) Monitoring, appraising and reporting to Owner on the quality and safety aspects of
engineering design and construction by all contractors involved in the Project;

(x) On behalf of Owner administering changes in the scope of other contractors and reporting
on the same to Owner ;

(xi) Monitoring, appraising and reporting to Owner on procurement activities by all contractors,
including transportation, import into India and inventory control;

(xii) Receiving and reviewing invoices and administering/certifying payment to other
contractors involved in the Project;

Owner has established a number of objectives and priorities to guide Consultant and other
contractors in implementation of the Project. These are set out in various provisions of this
Section, and cover:

Safety in construction and operations;
Governing laws and regulations;
Use of commercially proven technologies;
Completion schedule;
Capital investment and risk;
Use of Owners resources;
Enhancement of national skills;
Public relations.

Consultant shall ensure that its own activities and those of all contractors, subcontractors
and suppliers employed on the Project comply in full with these objectives and priorities.

_________________________________________________________


ARTICLE 2

PREPARATION OF ITB FOR LSTK CONTRACT

The Basic Design work done by Consultant should lead to developing a Basic Design
package comprehensive enough for inviting LSTK contract bids for Single Point Mooring
Terminal and Sub-sea/on-shore Pipeline between SPM and COT on Single/Multiple LSTK
basis. Midway through the Basic Design work, Consultant shall prepare draft Invitation To
Bid (ITB) for LSTK contract and submit the same for Owners approval. The basic inquiry
principles like type of contract, bidding limit dates, conditions of payments and various
other controlling parameters will have previously been proposed to Owner and approval
obtained prior to issuance of final LSTK ITBs.

1. Pre qualification of LSTK Contractors :

Consultant shall prepare document for pre-qualification of bidders and obtain approval of
Owner for the same. The pre-qualification criteria shall be published in Newspapers for
inviting bids from prospective bidders meeting the pre-qualification criteria. The pre-
qualification document shall be so developed by the Consultant that it will facilitate rapid
and sound evaluation in order to allow Consultant to select the required number of bidders.
Consultant shall obtain Owners approval for sending tender inquiry to the pre-qualified
bidders.

2. Selection of LSTK Contractor :

Based on the Basic Design package, Consultant shall propose a draft ITB for LSTK
contract and based upon approval of the same by Owner, release the same to prequalified
bidders.

The ITB shall contain sufficient engineering and detailed descriptions to facilitate
submission of unambiguous bids.

Consultant shall structure the ITB to include but not limited to the following:

- Instructions to Bidders.
- Scope of work
- Conditions of contract.
- Engineering specifications and drawings ( which will include but not be
limited to ):

Project design data (Hydrographic, Geotechnical and Meteorological),
soil bearing, battery limit conditions, etc.
_________________________________________________________

General engineering standards, specifications, codes and local customs
regulations and/or agency requirements.
Process flow diagrams (PFDs).
Process description.
Preliminary plot plans and layout.
Process and instrumentation diagrams (P&IDs).
Equipment lists.
Technical data sheets of equipment and machinery.
Specification of safety relief valves.
Instrument lists.
Pipeline route.
Description of telecommunication, cathodic protection and SCADA
systems.
Electrical one-line diagrams.
Flow diagrams and basic design data of utility and offsite facilities
including preliminary utility consumption rates.
Safety instruction and basic design data for fire fighting.
Civil and structural design data.
Job procedure instructions.
Environmental considerations.
Specific licensor(s).
Specifications of Pipeline construction.

- Construction specification.
- Testing and inspection plans.
- Procurement plan.
- Spare parts plan (including commissioning and maintenance spares).
- Acceptance procedure.

The ITB will also stipulate that the LSTK contractor shall provide the
following with its proposal for evaluation:

- Scheduling and Cost reporting procedures.
- Progress measurement procedure.
- List of participating local contractor(s) and supplier (s).
- Detailed execution plan.
- Manpower plan and manpower requirements.
- Quality Assurance and Control Procedure.
- Confirmation of codes, standards, regulations and local customs and/or
agency requirements.
- Commissioning plan.

_________________________________________________________

The ITB will specify a comprehensive training program for the Owners personnel to be
able to operate and maintain the Project facilities. This training program will be provided
by the LSTK contractor and will be organized under the guidance of the Consultant /
process licensors.

A description of the procedure to be complied with for the appraisal of LSTK bids and bid
tabulation shall also be provided.

The selection criteria proposed by the Consultant shall:

-ensure that the bids are in compliance with the requirements set out in the ITB
concerning limits of supply.

-ensure that the conditions of performance proposed by bidders are realistic and
applicable and that they are suitable.

-prepare the quantifiable economic elements to be considered to compare the bids
on the same bases, for instance; rate for modifications, cost of delays in the
schedule, costs in connection with the performance guarantees or utility
consumption guarantees, costs involved by conditions of payment, rate, rate of
exchange for price comparisons, etc.

The selection criteria thus developed shall be approved by Owner.

The evaluation of bids shall be done in the five stages as described below:

First Stage :

After unpriced bids are opened, the Consultant shall check that the required documents
have actually been supplied and duly signed, that the period of validity is correct and that
the bids as a whole are correct.

If necessary, the bidders shall have to supply, as soon as possible, any clarifications and/ or
additional information requested.

Second Stage : Techno-commercial evaluation of unpriced bids.

The detailed review shall concern:

- Scope of services and supply.
- Compliance with the technical requirements set out in the project specification.
- Compliance with individual layout drawings proposed with the general layout plan.
- Performance and utility consumption guarantees.
_________________________________________________________

- Compliance with general specifications, codes and standards proposed in the ITB.
- Appraisal of the performance plan and of the procedures proposed by bidders.
- Alternatives proposed.
- Compliance with commercial and general terms and conditions.
- Concurrent commitments.
- Compliance with Acceptance Procedure.

Third stage:

The Consultant shall submit detailed evaluation sheet of unpriced bids to owner clearly
specifying the technical and commercial acceptability/non-acceptability of offers. Upon
approval by Owner, the price bids of technically and commercially acceptable parties shall
be opened by Consultant.

Fourth stage:

Detailed review of price bids.

- Basic price including break-up in dollars and INR.
- Unit rates.

Fifth stage :

After completion of price evaluation, a purchase recommendation shall be submitted to
Owner with recommendation for one contractor for the LSTK or one contractor for each
LSTK contract block.

Upon decision by Owner on bidder with whom negotiations are to be done, the Consultant
shall assist Owner in this process.

3. Daft Agreement / Draft Purchase Order

Upon approval of purchase recommendations by Owner, the Consultant shall submit Draft
Agreement / Draft Purchase Order to Owner.

_________________________________________________________

ARTICLE 3

QUALITY MANAGEMENT

Consultant has overall responsibility to Owner for quality management throughout the
Project. Consultant shall review the quality management systems proposed by LSTK
contractor and ensure that these are appropriate to Project requirements and objectives.

On the basis of these quality management systems, Consultant shall prepare an integrated
overall Quality Assurance Program (QAP) which satisfies recognized international
standards approved by Owner e.g. ISO, BS, ASME, OISD, ASTM, API etc.

Consultant shall have an established quality management organization which shall be
responsible for monitoring and auditing compliance with the QAP throughout the whole
Project. The organization shall comprise sufficient numbers of suitably trained and
qualified staff to ensure that all requirements of the QAP are satisfactorily implemented by
the Contractor(s).

The QAP shall cover, but shall not be limited to:

a) Verification and approval of methods used and documentation produced during
engineering and construction work;

b) Inspection, handling and identification of equipment and materials, and proper
documentation ;

c) Planning , agreement of methods, and techniques, supervision, inspection,
acceptance and proper verification and acceptance of documentation during
construction work;

d) Field inspection and testing procedures;

e) Operating, maintenance and training manuals.

Consultant shall prepare for Owners approval and execute a program of quality audits for
its own, and contractors activities. Such program shall be submitted as part of the QAP for
Owners approval.

Owner shall have the option to provide representatives to participate in any quality audits
carried out on the Project.

Owner reserves the right, with due notice, to carry out audits of Consultants activities for
compliance with QAP.
_________________________________________________________


ARTICLE 4

PROJECT IMPLEMENTATION PROCEDURE

Upon award of the Contract, Consultant shall develop and prepare in detail a Project
Implementation Procedure, incorporating Consultants latest applicable information
technology, experience and know-how. The Project Implementation Procedure shall
include, but shall not be limited to the following:

a) Consultants organization at different phases including organograms and
relationships with Owner and all other major contractors involved in the Project.

b) The overall management information system and interface philosophy to be used in
the Project.

c) Consultants co-ordination procedure including numbering of correspondence,
contact persons, correspondence format and system, administration of instructions
and reports, design review and technical data, project cost control and reporting,
planning and progress reporting, estimating, invoicing and accounting, document
control, safety review procedures, punchlisting, field inspecting and testing
acceptances.

d) List of reports to be submitted by Consultant to Owner. Formats of these reports
and timetable for issues.

e) Co-ordination procedures for LSTK contract including procedures between
contractor, and both Owner and Consultant.

f) Procedures for:

- Safety and technical audits.
- Quality management at various stages.
- Construction supervision and inspection.
- Schedule control.
- Cost control.
- Document control and handover to Owner.
- Others.

g. Plans for monitoring LSTK contractors activities at each stage.

_________________________________________________________

h. Summary Project schedule.

i. Forms to be used in the Project

j. A document detailing the information systems strategy for the complete facilities
shall be developed in conjunction with Owner and shall detail the following:

- the information systems used within the LSTK contractor(s) with which
electronic data is to be exchanged both during the Contract and on hand over
of the facilities in each contract;

- the information systems that Owner and Consultant intend to use both
during the Project with a timetable for their proposed use;

- a program for the downloading of electronic information from the LSTK
contractor to both Owners information systems and those of the Consultant;

- detailed specifications of the data to be exchanged and the media format to
facilitate the exchange;

- the individuals responsible for the execution of the data exchange within the
LSTK contractor, Consultant and Owner;

Consultant shall critically review and obtain approval from Owner for the above Project
Implementation Procedure within two months of contract award. Within the first week of
the contract, Contractor shall issue interim procedures sufficient to cover the first three
month of activities by all parties.

_________________________________________________________

ARTICLE 5

COST CONTROL

Consultant shall provide a comprehensive control service using a Work Breakdown
Structure (WBS) which is compatible with job control and planning requirements, and a
Cost Breakdown Structure (CBS) which is compatible with Owners accounting code
structure. All coding structures are to be subject to approval by Owner. Consultant shall
ensure that all WBS used by LSTK contractor are similarly compatible.

Consultant shall consolidate all cost control and estimating information from LSTK
contractor and suppliers of long lead items for presentation and reporting to Owner.

1. Coding Structures:

Consultant shall ensure that:

(a) The WBS is designed on a hierarchical basis to permit roll up of data from the job
control or work pack level to summary level for reporting purposes. At the work
pack level jobs will be controlled using Cost Time Resource (CTR) schedule;

(b) The CBS is designed on a hierarchical basis to permit roll up of data to an approved
summary level for reporting.

Summary and intermediate reporting levels for WBS and CBS are to be common to all
LSTK contracts, if project is conducted on LSTK basis.

2. Reporting:

The following reports are to be generated by Consultant for Owner on the basis of its own
observations and reports received from LSTK contractor and suppliers of long lead items:

Cost Reports: Consultant is to provide monthly, a comprehensive cost report set out in
accordance with WBS/CBS. The cost report is to be summarized to an intermediate level
into logical Project areas for the LSTK contract(s) and long lead items and then
summarized further into a top level management reporting summary. These reports shall
show the following information as a minimum requirement:

(a) Initial control estimate at contract award;
(b) Current control estimate;
(c) Expenditure to date (Value of work done);
(d) Estimate to complete;
(e) Anticipated final cost (AFC);
_________________________________________________________


(f) Over/under of AFC against current control estimate;
(g) Expenditure this period;
(h) Commitment to date (approved requisition value);
(i) Commitment this period;
(J) Value of invoices paid.

Contract and Commitment Reports : Consultant shall prepare and submit to Owner at
monthly intervals a listing of all major subcontracts entered into by the LSTK contractor
stating AFC, commitment, claims outstanding and progress status. A suitable minimum
contract value to be reported on will be agreed between Owner and Consultant within 4
weeks of contract award.

Consultant shall submit, with the monthly cost report, total project commitment curves
plotting actual commitment against planned commitment.

Change Order Reports: Consultant shall prepare and submit to Owner at monthly
intervals, a listing of all Change Orders by LSTK contractor setting out the status and
value of each Change Order.

Anticipated Final Cost : Consultant shall regularly review the AFC of the Project. The
implications of these reviews shall be discussed with Owner prior to the monthly input
into Consultants reporting system. Explanation of variances, shall be provided on a
monthly basis.

3. Expenditure:

Consultant shall maintain within its record of expenditure, all in accordance with the
WBS/CBS, the following information:

(a) Expenditure ( the value of work done and materials received to date);
(b) Phasing of expenditure forecasts;
(c) Checked LSTK contractor valuations;
(d) Value of invoices paid;
(e) Details of retentions;
(f) Explanation of variance between planned and actual expenditure.

Consultant shall submit with the monthly cost report total project expenditure
curves showing actual expenditure plotted against planned expenditure.

_________________________________________________________


4 Cash Flow and Payment Schedule:

To assist Owner in meeting monthly commitments, Consultant shall prepare and update a
monthly payment schedule. Consultant shall certify and recommend to Owner the
progressive payment for the LSTK contractor, and suppliers of long lead items.

5. Asset Register:

Consultant shall compile and update monthly an asset register including cost of each asset
for the complete Project for hand over to Owner on completion of the Project. Consultant
shall submit quarterly reports indicating assets completed during the period and on
cumulative basis and cost thereof.

6. Diary of Events:

Consultant shall maintain a Chronological Diary of Events recording all major milestone
achievements. This shall be appended to monthly reports.

7. AFC Estimate:

Any changes or developments in strategy over the life of the Project will be reflected in
updates to AFC estimate.

_________________________________________________________

ARTICLE 6

PROJECT PLANNING AND CONTROL

The Consultants responsibilities in terms of project planning and control are twofold. First,
the Consultant shall ensure that the LSTK contractor(s) develops and maintains a
comprehensive planning, progress monitoring and control service as required by contract.
Second, the Consultant shall operate a similar service, at summary level, that interacts
directly with systems used by the contractors and provides the vehicle for informing Owner
of all aspects of Project scheduling, progress and control. The service shall incorporate
modern systems and techniques for the acquisition, analysis and presentation of data. The
Consultant shall ensure that the service is compatible with similar service on the Project
and that programs and progress charts align with the approved WBS for the Project in such
a manner as to facilitate the establishment of a clear, hierarchical path from detail to
summary level.

The principal objective of the planning service is to provide an effective work planning and
control system. This shall be achieved by the preparation of programs that display a co-
ordinated work approach and which are adequately resourced and scheduled within
specified milestones and key dates. Physical progress against work packages shall be
measured and reported, highlighting trends and actions required to maintain or improve
progress. Future activities shall be reviewed in advance of execution to ensure sufficient
data and resources are available to maintain the project schedule.

1. Project Master Schedule:

Consultant shall submit to Owner for approval prior to award of the contract, a Project
Master Schedule that shall clearly identify all project milestones and targets including long
lead items, and reflect the Consultants Tender Schedule. Subsequent to approval by
Owner the schedule shall be used as the management control schedule for the Project and
shall be updated and issued monthly. The schedule shall be developed as a summary
critical path network and be presented as a logic-linked bar chart. It shall show work
package man-hours, interrelationships, major dependencies, critical activities and key
events, consistent with the WBS at project summary level.

Two weeks after approval of the LSTK contractor control programs, the Consultant shall
re-submit the master schedule for Owner approval, showing revision to detail in accordance
with the approved contractor programs, but maintaining Project milestone dates

The master schedule shall define in appropriate detail the sequence and timing of work
packages and activities by which the services shall be performed and by which progress
shall be monitored. Where necessary it shall identify all key interactions, reviews and
_________________________________________________________

approvals between long lead item suppliers and the LSTK contractor(s), outside agencies,
and third parties to ensure uninterrupted progress to timely Project completion. In line with
the project WBS, the master schedule shall be updated using details generated at lower
level in terms of physical progress achieved, remaining duration and forecast completion.

An essential part of the schedule submission shall be a Cost/Time/Resource (CTR) activity
catalog, prepared to an agreed format, showing scheduled start and finish dates, resource
requirements, dependencies and deliverables as a minimum.

2. LSTK Programs:

Within six weeks of LSTK contract award(s), the Consultant shall review and approve the
control programs produced by the contractor(s), and all requisite support documentation
including manpower profiles, progress curves, deliverable registers and procurement
schedules. Before final approval, the Consultant shall advise Owner regularly of the
progress made in producing these documents to the required standard.

For the purpose of reporting, Consultant shall prepare and maintain a set of tabulations that
adequately summarize the detailed registers produced by the LSTK contractor(s). These
shall include information or design deliverables, procurement of materials/equipment,
construction procedures and design holds.

3. Subcontractors Programs:

Consultant shall ensure that LSTK contractor enforce the requirement that the necessary
critical path networks, bar charts, histograms and progress curves generated by
subcontractors as part of their planning and control systems are totally compatible with
Project requirements.

4. Interface Schedule:

Within eight weeks of Contract award, Consultant shall issue, for approval by Owner, a
schedule which details information required by the Project as a whole, from Owner
between contracts, from outside agencies or third parties. Schedule implications of the
interfaces shall be clearly demonstrated.

5. Trend Reports:

Consultant shall highlight and give early warning of trends to result in deviations from
Project activities/schedules/cost, identifying the reason, and reporting the appropriate
remedial actions taken to Owner.

_________________________________________________________


6. Exception Reports:

Consultant shall provide a report itemized in conjunction with the master schedule
declaring any activities behind program at each update and defining contract discipline,
delay to the Project and reason for the delay.

_________________________________________________________

ARTICLE 7

PROGRESS MEASUREMENT

Within six weeks of LSTK contract award, Consultant shall review and approve the
progress monitoring systems installed by contractor(s) as a condition of the contract(s). In
essence, the control systems shall show achieved progress against the contract programs.

Achieved progress shall be based on a detailed physical assessment of work done, in
percentage terms, and summated to contract and project summary level, using assigned
weightages, Consultant shall be responsible for making sure that the physical progress
measured is a fair reflection of work status and that summations are accurately calculated.

1. Progress S Curves:

For reporting purposes, Consultant shall maintain a composite set of progress S curves and
tabulations that show, by major element, planned, achieved and forecast figures.

2. Manpower Histograms and Man-hour Tabulations:

For reporting purposes, Consultant shall maintain a composite set of manpower histograms
and man-hour tabulations that show, by major element, planned and actual figures.

3. Updating:

At monthly intervals during the life of the Project, Consultant shall update all summary
progress documents using, where necessary, detailed figures produced by the LSTK
contractor(s). Consultant shall update the project master schedule monthly using a
superimposed time now line that indicates slippage to each element of the Project and to
the Project as a whole.

_________________________________________________________


ARTICLE 8

MANAGEMENT CONTROL AND REPORTING STRUCTURE

This Article describes Consultants responsibilities with respect to management control, co-
ordination and reporting of the Project Scope of Work. Proven computer systems shall be
used to assist with these functions, and agreed coding structures shall be used to integrate
service functions and ensure compatibility of contract and Project systems.

1. WBS:

The WBS is a Project model providing a framework for management of the scope. The
model shall be used to define the Project in a manner that facilitates the integration of all
functions and progress assessment at detail and summary levels. Deliverables and services
to be provided under the LSTK contract(s) and by third parties shall be assigned to work
packages and, at a more detailed level, Cost/Time/Resource (CTR) activities. Proposed
work packages and CTRs shall form the essential structure of the Project and control
programs and their breakdown will depend on the LSTK contractor and subcontractors
work organization and methods.

2. Coding Structure:

The Project coding structure shall be developed by the Consultant within two weeks of
award and include work package, CTR, discipline, area and system.

3. CTR Activities:

CTRs shall be used to plan and control the execution of services under the LSTK contract
and, where necessary, in other areas of the Project. It shall be the Consultants
responsibility to ensure that the LSTK contractor submit CTR catalogs as required by
contract, and that the following information is included on each CTR sheet as a minimum:

(a) Code and description;
(b) Reference to inputs required to perform the activity;
(c) Output deliverables generated as a product of the CTR;
(d) Reference to other CTRs which are dependent on the completion of the current
activity;
(e) Estimate of man-hours and cost by discipline for the CTR at both detail and
summary level;
(f) Work package and program reference;
_________________________________________________________

(g) Scheduled start and finish dates.

4. Reports :

The following lists the reports to be provided as part of the Consultants services:

Weekly Report: At the end of each week during the Project, Consultant shall report to
Owner by facsimile transfer or telex. The essential information in the report shall be:

(a) Main events, problem areas and remedial actions during the week;
(b) Summary planned/achieved/forecast figures for design, procurement and
construction;
(c) Information and decisions urgently required by the LSTK contractor (s) from third
parties.

Monthly Report : Consultant shall prepare a comprehensive monthly progress report with a
cutoff on the last Friday of each month. The report shall be delivered to Owner within six
working days following the cut-off. The format and content of the report shall be agreed
with Owner and, as a minimum, contain the following information:

(a) A summary statement on the Project, highlighting Problem areas and remedial
actions ( with their impact on schedule/cost analyzed through computer schedule
network vis-a-vis alternatives available); achievements made during the month shall
be itemized and compared against the plan;

(b) A statement on design, covering progress, highlighting targets achieved, deviations
from schedule and actions proposed. Significant additional work or rework resulting
in change orders shall also be noted and an indication given of any schedule delays;

(c) A Statement on procurement referring to material /equipment control schedules and
indicating activities that have slipped or become critical;

(d) A statement on construction, citing achievements in the period, with an explanation
of deviations from the program, problems encountered and remedial actions. This
shall cover status of the work relative to the program, including variations and
subcontracts;

(e) Cost report;

(f) QA report;

(g) A statement on services covering:

_________________________________________________________

- Planning and scheduling;
- Change control;
- Contracts;
- Finance;
- Computing;
- Administration;
- Organization;
- Stock control;
- Safety performance and accident statistics.

(h) Graphical and tabular section containing:

- Updated project master schedule;
- Progress S curves for design and construction showing planned and
achieved figures for the LSTK contract;
- Manpower histograms for design procurement and construction showing
planned and actual figures for the LSTK contract;
- Productivity figures for design and construction by LSTK contract ;
- Summary tabulations showing the status of deliverables/drawings,
procurement of materials, equipment and procedures;
- Interface matrix showing data urgently required by the LSTK contractor .

5. Project Systems:

Consultant shall monitor the LSTK contractors project information systems throughout all
phases of the LSTK contract to ensure compliance with the overall Project systems strategy
detailed in other areas of this ITB and shall monitor the delivery and integrity of electronic
data between the LSTK contractor, Consultant and Owner.

6. Numbering Systems:

Within one month of contract award, Consultant shall develop and issue all definitive
numbering and identification systems which shall be reviewed and approved by Owner.

Compliance of the LSTK contractor with all mandatory numbering and identification
systems shall be monitored and controlled by the Consultant. Any cases of non-compliance
shall be resolved by the Consultant.
_________________________________________________________

ARTICLE 9

EVALUATION AND AWARD OF SUBCONTRACTS

LSTK contractor(s) will be inviting subcontractors to tender for construction of the Project
and for other services associated with the Scope of Work. The responsibility for
preparation of tender documents, tender evaluation and award of these subcontracts will
remain with the LSTK contractor, but Consultant shall have responsibility, on behalf of
Owner, for reviewing various documents, for establishing contract procedures appropriate
to the Project and for ensuring LSTK contractor(s) compliance with these procedures in all
respects.

LSTK contractor(s) shall develop a vendor list for supply of various types/classes of
equipment. This list will be based on LSTK contractors experience with Indian and
worldwide vendors. Wherever feasible, the endeavor shall be to include as many Indian
vendors as possible. This list shall be approved by Consultant/Owner.

Consultant shall ensure that all labor legislation requirements are fully met.

_________________________________________________________

ARTICLE 10

PROCUREMENT AND MATERIALS MANAGEMENT

In addition to the Consultancy Services in Procurement of Long Lead Items detailed in Section C
of this Volume III, Consultant shall have overall responsibility to Owner for monitoring,
appraising and reporting to Owner on procurement and materials management activities by LSTK
contractor(s), including purchase, transportation, import into India and material control. In order to
fulfill this task, Consultant shall review all aspects of materials management proposed by LSTK
contractor(s) and ensure that these are appropriate to Project requirements and objectives.

On the basis of this review, Consultant shall satisfy itself that the individual LSTK contractor has
in place the necessary procedures, plans, and systems to enable Consultant to fully co-ordinate all
aspects of Procurement and material management.

To ensure that the requirements of the contract are met, Consultant will ensure that the following
items are covered by the LSTK contractor(s) as a minimum:

(a) Provision for strategy/policy papers including codes of practice and standards,
staffing and organization, standardization of materials / equipment, compatibility
with existing plant, bulks and instrumentation philosophy including contingency
levels, financial approval levels, inquiry / order numbering system, equipment
numbering system;

(b) Provision of a register of suppliers covering all equipment and bulks distinguishing
between manufacturers and stockists / supply houses;

(c) Provision of a procurement plan covering all materials required on site dates, key
milestones, reporting/control mechanisms;

(d) Provision of materials control facility covering staffing and organization,
consolidation of bills of materials, storage and allocations, reconciliation processes;

(e) Provision of unified materials coding system including catalog structure, and
compatibility with other systems.

The Consultant shall ensure that LSTK contractor(s) develops and maintains a
comprehensive procurement and materials management organization and system as
required by contract with detailed reporting and monitoring, such that the Consultant can
operate a similar service at summary level.

_________________________________________________________

Consultant is expected to seek out and make recommendation to Owner on any
procurement or material management matters where either rationalization or a unified
approach across LSTK contractor would be advantageous.

_________________________________________________________


ARTICLE 11

INSPECTION

Consultant shall familiarize itself with any statutory, insurance or code requirements, for
certification and for independent inspection organizations to be applied to the LSTK
contractors Scope of Work. Where inspection is required, it will be carried out by
Consultant/Consultant approved organizations who meet the approval of Owner and
statutory bodies. Certification of certain selected items of equipment and materials is likely
to be required.

LSTK contractor will be required to prepare a detailed inspection and test plan based on the
Quality Assurance Program, which shall be subject to approval by Consultant on behalf of
Owner.

Consultant shall audit LSTK contractor to ensure the effectiveness of procedures for
assuring that all manufacturers, fabricators, suppliers and construction subcontractors
comply with the inspection requirements for the production of materials and equipment and
for construction.

Before mechanical completion is agreed, Consultant shall ensure that LSTK contractor
carry out inspection of the facilities in their respective contracts to check that erected
facilities are complete, and conform to approved flow diagrams, construction drawings,
manufacturers prints, and specifications.

_________________________________________________________


ARTICLE 12

ENGINEERING

1. Engineering standards:

In addition to the design standards for Basic Design and Detailed Engineering work set
forth elsewhere in this ITB, the engineering standards to be used during the LSTK contract
phase of the project will be issued prior to award of LSTK contract. Consultant shall keep
these standards in constant review as the Project Progresses. Any amendments found
necessary to the standards shall be justified to and discussed with Owner before
implementation, and Consultant shall maintain and update the standards and ensure all
work is carried out to updated standards. Any non-conformances to standards shall be fully
documented and a register thereof maintained. The final updating of the standards shall be
made prior to commissioning for handover to, reference and ongoing use by the operational
site.

2. Detailed Engineering:

Consultant shall supervise all activities performed by the LSTK contractor(s) and carry out
detailed audits to ensure that all specification, drawings and requisitions are produced in a
timely manner in accordance with contract.

LSTK contractor(s) are required to take full responsibility for its designs and it is not
intended that a wide range of documents will be reviewed either by Consultant or by
Owner. However, Consultant shall review and approve, on behalf of Owner the following
drawings for all parts of the Project together with such other drawings and documents as
Owner and Consultant shall agree as requiring review:

- Equipment specifications;
- Plot plans;
- P&IDs;
- Equipment layouts;
- Piping Layouts;
- Suppliers general arrangement drawings *.

* for an agreed list of major equipment packages.

Consultant shall be responsible for coordinating the activity of LSTK contractor who shall
ensure that overall systems design is valid for common systems and for studies of systems
which cross plot boundaries to ensure optimum overall systems design (e.g. Electrical
system studies, fire water hydraulic analysis, instrumentation, etc.).
_________________________________________________________


Consultant shall manage LSTK contractor to ensure that within 3 months of LSTK contract
award, the equipment specifications, design verification, any resulting changes thereof are
finalized and complete, including approval by Consultant and Owner.

Consultant shall ensure compliance with all statutory rules and regulations, in particular
national regulations concerning environmental protection.

Consultant shall critically review and evaluate any request by LSTK contractor(s) for
changes to the scope of contract, keep Owner fully apprised of reasons, acceptability or
otherwise, and recommend a course of action for each event.

Consultant shall submit brief weekly engineering reports to Owner describing the work of
the current week and problems encountered with solutions arrived at or planned and any
anticipated problems with proposed solutions. The report will also include:

- List of documents received for review;

- List of documents approved or found unacceptable.

Consultant shall review LSTK contractors monthly engineering reports, and prepare
appropriate responses to address inadequacies, correct errors or misrepresentation of facts,
etc.

Consultant shall submit its own monthly detailed and confidential report to Owner which
shall include:

- Staffing by LSTK contractor with comments on the adequacy in number
and qualification;

- Report on contractors general activities and engineering status;

- Actual performance expressed as percentages complete by area as well as
overall compared with those planned by the contractor.

_________________________________________________________

ARTICLE 13

CONSTRUCTION

Consultant shall manage and supervise contractors activities at site and coordinate with
contractor, such that the construction of the Project is carried out by the contractor according to the
procedures and quality assurance program agreed between Owner, Consultant and the contractor(s).

Consultant shall be deemed to have full knowledge of the applicable codes and standards, laws and
regulations, safety rules and regulations, conditions of labour, local conditions and environmental
aspects in Gujarat and India, and shall comply with the requirements thereof where applicable.

Consultant shall assign construction specialists at site to ensure that the Project is built according
to the time schedule and to approved codes and standards, specifications and drawings. These
activities shall include, but not be limited to, the following:

I. review and recommend to Owner on the adequacy of LSTK contractors supervisory
personnel, and craftsmen in terms of qualifications and numbers;

II. If from a multiple LSTK basis, coordinate the activities of LSTK contractor and its
respective subcontractors to ensure that their work plans are such that the subcontractors
avoid interference with one another;

III. review the contractors plans and make recommendation to Owner on the actions to be
taken to maintain schedules;

IV. review and recommend regularly on LSTK contractors allocation of manpower and
construction equipment;

V. review and approve, on Owners behalf, LSTK contractors work methods, with special
emphasis on safety and quality;

VI. review and approve the procedures proposed by the LSTK contractor(s) for the inspection
by Consultant of each item of construction work and the witnessing by Consultant of each
construction activity in so far as inspection and witnessing are required;

VII. Supervise, inspect and certify that quality of the LSTK contractors work to ensure that all
work is adequate for the purpose intended, is in accordance with good engineering and
construction standards and practices, drawings and specification, and is in accordance with
the quality assurance program and conforms with the contract with the LSTK contractor;

_________________________________________________________

VIII. ensure that LSTK contractor have in place and adhere to a system, for control of work
which is not conforming to the contract, so that the contractor will be properly informed in
a timely manner, ensure that adequate records are maintained, so that expediting for
rectification is made easy and systematic;

IX. review and certify the LSTK contractors claims. Certify and recommend to Owner on the
progressive payments of the work according to the work completed;

X. on behalf of Owner supervise and agree with LSTK contractor(s) on a phased completion
program, to facilitate a logical, mechanical completion program.

XI. review contractors detailed proposals for the startup and the conduct of the performance
tests, and advise Owner and the contractor accordingly to ensure that all the activities will
be carried out in a safe and efficient manner, and that the SPM terminal and Sub-sea/On-
shore Pipeline are not subjected to any conditions that adversely affect its life expectancy
and its integrity;

XII. witness and certify, on behalf of Owner any tests and any equipment/materials treatment as
specified to be carried out by LSTK contractor in accordance with contract and quality
plans. Consultant shall advise on any requirements for, monitoring and report on any third
party inspections to be arranged by LSTK contractor in accordance with contract;

XIII. supervise close-out of LSTK contractors work and certify and make recommendations to
Owner on the acceptance of construction completion certificates, mechanical completion
certificates, provisional acceptance certificates and final acceptance certificates for the
Project, by plant system unit and block as relevant;

XIV. report immediately about any use of materials not in accordance with the drawings,
specification and contract, and supervise its removal from job site;

XV. supervise all works required for modifications requested or approval by Owner in
accordance with the Project procedures;

XVI. review HAZOP studies and ensure that actions have been taken based on as-built
documentation;

XVII. review and recommend safety and labour relations procedures prepared by LSTK
contractor in line with all applicable codes, regulations and Owner requirements. Monitor
safety and labour relations and take action on behalf of Owner on all problems, violations
and inquiries;

XVIII. inspect and record site activities and oversee that documentation is kept up-to-date and in
first rate condition in preparation for completion of the Project. Consultant shall ensure that
_________________________________________________________

all as- built drawings for the Project are recorded correctly and compiled by the LSTK
contractor as stated in the contract.

_________________________________________________________

ARTICLE 14

COMMISSIONING, STARTUP AND PERFORMANCE TESTS

1. Mechanical Completion

At a date prior to mechanical completion to be agreed with Owner, Consultant shall review
and recommend to Owner for approval of the operating manual prepared and/or compiled
by the LSTK contractor(s).

Consultant shall review and recommend for approval the program, and supervise the
mechanical completion work performed by LSTK contractor(s). Upon successful
completion of mechanical completion work, Consultant shall review and recommend
approval of construction completion certificate documentation.

Consultant shall approve as required all procedures, plans, schedules and necessary
certification for construction completion by the LSTK contractor(s). The construction
completion of individual sections of the Project shall be programmed in accordance with
the overall commissioning plan.

Consultant shall ensure that the LSTK contractor(s) call all necessary personnel from
equipment suppliers to attend the pre-commissioning activities as provided for in the
equipment purchase orders.

Consultant shall prepare for approval by Owner and implement all necessary procedures to
ensure safety of personnel working on construction activities at the same time as field
inspection, testing and commissioning is in progress.

Consultant shall agree with the LSTK contractor(s) when mechanical completion has been
achieved and the facilities are ready for commissioning activities. This may be done by
individual systems in accordance with an agreed program.

Consultant shall supervise LSTK contractor(s) such that phased mechanical completion
and commissioning takes place as determined by Owners business needs.

2. Commissioning and Startup:

Commissioning and startup is to be carried out by Owner with assistance from the LSTK
contractor(s).

_________________________________________________________

Upon Owners approval of the mechanical completion of the work, and when it is deemed
suitable by Owner, the commissioning work may commence according to the plans and
schedules prepared by Consultant.

Consultant shall ensure that procedures are prepared by the contractor for the
commissioning, startup and the performance test-runs of the SPM terminal and Sub-
sea/On-shore Pipeline, shall review such procedures, and shall submit them to Owner for
approval.

Consultant shall form and organize a start-up team to supervise and monitor the
commissioning, startup, performance test and initial operation of the facilities consisting of
representative of Owner operating personnel, equipment suppliers, licensors of
technologies, Consultant and LSTK contractor(s) and shall ensure that the LSTK
contractor(s) provide sufficient numbers of skilled labor that is needed to complement the
Owner startup personnel and to perform activities which include the running or operation
of equipment, necessary adjustments and hot alignment checks and the running of
component parts as unified system. This shall also include a demonstration of the
operability of spare equipment.

Consultant shall ensure that the LSTK contractor(s) provides sufficient manpower, special
tools and spare parts necessary for the commissioning activities.

Consultant shall ensure that the commissioning activities will, as a minimum include:

- Operational tightness testing.
- Pre-startup inspections by governmental bodies.
- Filling of lubricants.
- equipment operation to make vibration, governor trip, and safety
device checks, and other required operating tests and
adjustments.
- hot alignment checks and running of component parts as a
unified system.
- adjustments and replacements of mechanical seals, packing and
accessories, as required.
- flushing, blowing and chemical cleaning.
- installation of temporary screens, strainers, and blinds.
- necessary purge operations, including installation of temporary
purge piping, hoses or equipment connections.
- checking of bores of orifice plates and installing these plates after
flushing operations.
- functional check on all instruments and controllers, instrument
calibrations with standard test.
- equipment and all required adjustments and control point settings.
_________________________________________________________

- check all instrument loops for proper functioning.
- checks on pipe hangers, supports, and guides for hot/cold settings
and necessary adjustments.
- checking and recording positions of all valves.
- conduct simulation runs to allow run-in operational testing of the
equipment.

Consultant shall ensure that all defects and deficiencies found during the course of
commissioning shall be rectified by the LSTK contractor(s).

Consultant shall supervise and monitor all commissioning and startup activities and all
performance test runs which will be carried out by the LSTK contractor(s). All
performance test results shall be reviewed and certified by Consultant and subsequently
recommended for Owner approval.

Consultant shall report to Owner on a weekly basis on the progress and status of
commissioning and startup work.

Consultant shall ensure that all commissioning records and log sheets are properly collated
and submitted to Owner as part of LSTK contractors mechanical completion certificate
approval documents and provisional acceptance documents as relevant.

3. Performance Tests:

The LSTK contractor(s) shall carry out the performance testing of the processes,
utilities, offsite systems, infrastructure, etc. Owner will provide the SPM Terminal
operators, to work under the supervision of LSTK contractor(s). The results of the
performance tests are to be compared with the expected results as listed in the LSTK
contract. Consultant will monitor and recommend approval of all performance tests.

The performance tests for any proprietary technology shall be carried out in
accordance with the provisions in their relevant agreements. Consultant shall assist in
reviewing the test results and in proving and restoring any shortfall in performance with the
responsible supplier.

_________________________________________________________

ARTICLE 15

ACCEPTANCE

1. Construction Completion Certificate:

Consultant shall review submittals from LSTK contractor(s) for construction completion as
defined in the LSTK contract and advise Owner on approval and issue of construction
completion certificate to the LSTK contractor(s). Consultant will be responsible for all
punchlisting to allow recommendation of construction completion certificate.

2. Mechanical Completion Certificate:

Consultant shall review submittals from LSTK contractor(s) for mechanical completion as
defined in the LSTK contract and advise Owner on approval and issue of certificates of
mechanical acceptance. Consultant shall review the certificates of mechanical completion
issued and advise Owner when the various parts of the SPM Terminal are ready to start up
and are in accordance with contract and specification.

3. Provisional Acceptance:

Consultant shall prepare and recommend approval of certificates of provisional acceptance
when requested by the LSTK contractor(s) and recommend their issuance when the
commissioning work, start up and test runs of the Project have been carried out
successfully, and the performance test results are to the satisfaction of Owner in accordance
with the contract and specification.

4. Final Acceptance:

Final acceptance for the facilities defined in contract shall be issued by Owner on request
from LSTK contractor(s) at the expiry of the defects liability period of one year, in
accordance with the contract.

5. Provisional Acceptance of Consultants Work:

Provisional acceptance of Consultants work occurs when the LSTK contractor(s)
provisional acceptance certificate is approved by Owner.

6. Final acceptance of Consultancy Work:

_________________________________________________________

Final acceptance of Consultants work occurs at the expiry of the defects liability period of
one year in accordance with the contract if there is no deficiency in Consultants or LSTK
contractors work.

_________________________________________________________

ARTICLE 16

INITIAL OPERATION AND TRAINING

During the engineering and construction of the Project, Consultant shall prepare programs
and schedules and perform initial operation and training services which shall include, but
not be limited to the following:

(i) assist Owners personnel in familiarizing with vendors and contractors drawings
and specifications and in familiarizing with lines and equipment check lists.

(ii) ensure that the LSTK contractor(s) maximizes the utilization of Owners operating
personnel in every area of operations. In the course of the commissioning work,
Consultant shall be responsible over the LSTK contractor(s) activities in ensuring
adherence to the agreed established startup procedure and in ensuring that the SPM
Terminal will be operated smoothly and safely.

(iii) prepare programs for recruiting and training the necessary Owner supervisory and
operating / maintenance personnel to start up, operate and maintain the SPM
Terminal. Actual training itself shall be conducted by others. In preparing the
overall training plans, Consultant shall identify suitable resources to assist Owner in
training its staff.

(iv) ensure that the LSTK contractor(s) personnel for the commissioning and startup
activities are highly experienced and have passed through adequate training before
these activities are commenced.

_________________________________________________________


ARTICLE 17

HEALTH, SAFETY AND THE ENVIRONMENT

It is Owners objective policy to ensure that potential health and safety factors and
environmental effects are assessed for all products, projects and activities and acquisitions.
For projects, this is implemented by staged audits of health, safety and environmental
aspects from concept stage to post commissioning in order to determine any shortcomings
or noncompliance.

The specific requirements for the Project Include:

Project Safety Review:

A formal project safety review is to be carried out by Owner and integrated across the
LSTK contract. The Owners review team will require data, input from key personnel from
the LSTK contractor and access to all locations being used by contractor, subcontractors
and suppliers. Consultant shall make all necessary arrangements for such reviews as
required by Owner and shall ensure that LSTK contractor make available such data,
personnel and locations as are required. Consultant shall ensure that all recommendations
and findings from safety reviews are implemented by LSTK contractor in a timely manner.

Environmental Impact Assessment (EIA) :

Consultant shall ensure that all recommendations resulting from the REIA/EIA studies, on
approval by Owner, are implemented by LSTK contractor(s).

HAZOP Reviews:

The LSTK contractor is required to complete a HAZOP review for all the facilities within
its respective contract(s). The requirements for these reviews are given in OISD standards.
Consultant shall provide a team, subject to Owners approval, for these reviews and shall
ensure that all recommendations and findings are implemented by LSTK contractor in a
timely manner.

Health, Site Safety and Security:

Consultant shall be responsible, on behalf of Owner for ensuring a high standard of
occupational health and site safety management and for ensuring the requirements for
health, safety and security to be maintained by LSTK contractor(s), subcontractors and
_________________________________________________________

other personnel working at the site. Consultant shall compile the safety requirement on
LSTK contractor(s).

The purpose of these safety requirements shall be to prevent any accidents, incidents or
events that could result in injury or fatality to personnel from contractors, subcontractors,
Consultant, Owner or third parties and/or damage or destruction to contractors or Owners
property, equipment and materials. The requirements shall be intended to supplement any
government authority of India, state, municipal, local or other regulations applicable at the
Site which Consultant shall be obliged to enforce on behalf of Owner. Consultant shall
agree with Owner representative at site any variations between these requirements.

Consultant shall monitor, report and ensure that the above requirements are fully adhered to.

1. Site Safety Organization:

Consultant is to appoint a safety officer with appropriate staff support whose responsibility
is to monitor all safety activities on the job site and report his findings to Consultant. The
safety officer shall make periodic safety inspections of the job site on a schedule that will
provide ongoing coverage. The inspections should be made jointly with the superintendents
of the LSTK contractor(s) responsible for ongoing work in the areas to be inspected. Any
infractions or poor safety practices uncovered by these inspections shall be promptly
corrected. Safety requirements shall be enforced on the entire supervisory organization of
the contractor and subcontractors. Each location shall require enforcement of approved
safety rules and procedures by contractors and subcontractors.

2. Site Safety Planning :

Prior to award of construction subcontracts or start of Site work, Consultant shall plan job
safety requirements in conjunction with LSTK contractor (s) giving due consideration to :

(a) Owners/Consulants safety requirements;
(b) Location of job site(s);
(c) Type, background and quality of labor resources, and anticipated training program;
(d) Nature of the construction work, types of hazards anticipated and hazard prevention
methods;
(e) Inspection, testing and commissioning activities overlapping with construction,
including training and implementation of permit to work systems;
(f) Construction equipment and materials to be used;
(g) Minimizing the number of subcontractors or crafts working in any one area at the
same time;
(h) Personal protective clothing and equipment requirements must be established, and
orders placed for timely delivery to job site of such equipment. Consultant will
ensure that LSTK contractor execute obligations in this area.
_________________________________________________________


3. Site Safety Manual:

Prior to start of work at each job site, Consultant shall publish and distribute a safety
manual approved by Owner to cover safety activities. The manual shall be published in
both English and Hindi, and in other languages if workers do not know these languages.

The design of the manual shall permit easy communication of its contents to all personnel,
recognizing language and literacy conditions at the job site.

All Owners, Consultants and LSTK contractor(s) supervisory personnel are to be issued a
copy of the manual. Further distribution of the manual, or specific sections, shall be
determined dependent upon the needs of the adopted construction strategy and
organization.

The contents of the manual shall include, as a minimum the following:

(a) Owners & Consultants safety organization, philosophy and responsibilities;
(b) Owners & Consultants safety requirements;
(c) The general safety rules applicable to the job site;
(d) Near miss accident report;
(e) Once a month safety audit;
(f) The requirements, availability and provision of personal protective clothing and
equipment for specific activities that will occur at job site;
(g) Traffic regulations at the work Sites;
(h) Requirements and standards for use of scaffolding/ladders;
(i) Requirements for grounding electrical construction equipment and tools;
(j) Type, availability and responsibility for use of fire fighting equipment;
(k) Work permit procedures;
(l) Procedures to be followed when an accident, injury or fire occurs;
(m) Simple procedures to be followed by entire contractors organization should a major
accident occur;
(n) Control of access to site;
(o) Consultant will issue updated and revise booklets prior to commencing
commissioning activities as new hazards arise and new working procedures are
required.

4. Safety Activities:

Consultant shall ensure contractor, subcontractors carry out their activities in accordance
with the safety plan throughout the course of the construction of the project to inculcate
and maintain safety awareness among their employees.
_________________________________________________________

Each employee, prior to beginning work, shall be given a safety orientation course.
Consultant shall be responsible for arranging and providing such and ensuring consistency
of knowledge and understanding across all and work groups. All personnel must be fully
knowledgeable of the potential hazards involved in the work they supervise and the safe
practices to be followed in their work.

5. Accident Investigation and Reporting:

Any accident or incident resulting in a lost time injury, death, or damage to property or
equipment is to be investigated by Consultant. Every incident shall be documented
promptly after the incident including the results of investigation and recommendations for
preventive action. Consultant shall also ensure that all necessary publicity is given, within
the site, to ensure further incidents do not occur. This investigation and report shall not
preclude any similar investigations and reports required by governmental regulation, but
may be handled concurrently with them.

Consultant shall maintain safety performance and accident statistics records for the whole
site in conformance to an agreed international standard or system to be approved by Owner.
Updated safety performance and accident statistics shall be included in Consultants every
monthly report and in LSTK contractor(s) all monthly reports.

6. Health Program:

The Consultant is to appoint an occupational health manager with appropriate staff whose
responsibility will be to monitor all occupational health activities on the work site and his
findings to the Consultant. This role could be coupled with that of the safety manager.

The occupational health manager will be responsible for:

- formation of health organization;
- preparation and submission to Owner of a health program;
- promotion of health education at the work site and analysis;
- investigation and reporting of hazards and incidents on the Site.

Additionally, the occupational health manager shall make periodic inspections of the Site,
with specific reference to :

- Sanitation;
- layout of temporary and permanent installations;
- provision of adequate medical personnel, facilities, equipment and supplies;
- implementation of measures for dealing with injuries /illness .

_________________________________________________________

ARTICLE 18

DOCUMENTATION

Consultant shall ensure all documentation and engineering data are delivered in a timely
manner by the LSTK contractor. The quality and technical integrity of this information
shall be monitored to ensure compliance with the Quality Assurance Program. The
delivery mechanism shall be the responsibility of Consultant i.e. The electronic media use,
indexes, sizes and number of copies of hardcopy, etc.

Consultant shall also be responsible for modifying the documentation and data
requirements to reflect any existing and new statutory requirements from both government
and certifying authority sources.

Consultant shall be responsible for coordinating the production of the operating manual(s).
This will include scheduling for the preparation of the materials making up the operating
manuals. It shall also include the review of drafts of the material in conjunction with
Owner. Regular progress meetings shall be held at the appropriate time to ensure
completion, commissioning and operation.
_________________________________________________________

VOLUME IV

General Terms & Conditions Pertaining To Health, Safety & Environment
(ESSENTIAL REQUIREMENTS)

1.0 COMPLIANCE WITH STATUTORY REQUIREMENT
Consultants, contractors or other third parties in the refinery shall abide by
a. The safety regulation of the refinery as mentioned in the Fire & safety Regulations
(Latest revision).
b. All requirements under The Factories Act 1948 and the rules framed thereunder in
the State Factory Rules including all amendments thereto.
c. All requirements of Worker Compensation Act & ESIS Act including all
amendments thereto.
d. Applicable Environment Regulation in force and also the systems and procedures
in the refinery related to environment.
1. QUALIFICATION AND EXPERIENCE OF MANPOWER TO BE DEPLOYED.
a. Contractor shall deploy only experienced and qualified supervisors and workman,
b. Contractor skilled workmen like riggers, scaffolds, welders, fitters, crane operators,
their specialized equipment operators like welding machine, power generators etc
Must have sufficient past experience and skill on the relevant jobs. The electricians
to be deployed must have valid Wireman Licence.
c. All workmen must be capable of following instructions and training.
2. HEALTH ASSURANCE/AGE
a. Contractors will ensure that a qualified (Minimum MBBS) medical practitioner
registered with state Medical Council, medically examined his workers including
supervisors who would be deployed on the job. Only medically sound persons as
certified by the medical practitioner would be allowed on the job. Workmen
deployed on high risk job like working in confined space, working at height, working
under water etc must also be certified as medically fit for such jobs.
b. The medical certificate older by more than a year will not be accepted.
c. Health assurance certificates submitted by the contractor would be periodically
checked at random by the refinery Doctor.
d. Age: No one bellow 18 years or more than 58 years will be employed in the
refinery.

3. NORMAL TIMINGS FOR WORK
a. The normal duty timings for contractor employees shall be between 08:00 Am and
04:15 PM.
_________________________________________________________

b. Contractor employees would not be allowed to work on Sunday and Refinery
Holiday.
c. Any deviation from above shall be with permission from Engineer-in-charge/HPCL
representative.
4. TRAINING
a. Training in Fire & safety is mandatory for all contractor's supervisors.
b. Training of Contractor supervisor
i. The supervisor in-charge of the contractor who has ultimate responsibility for their
work in the refinery must undergo a one day comprehensive safety familarisation
program.
ii. This program will be conducted by Fire & safety Dept. at the Fire Station Training
Hall and the schedule shall be notified well in advance.
iii. On completion of the program a certificate of attendance will be issued to each
participant which will be required for supervision of the Hot work.
iv. The Passing certificate issued to the supervisor will remain valid for one year.
c. Workers' Training
i. It is obligatory that contractor supervisor who is trained by Safety dept should
conduct spot training for his workers.
ii. Additionally Contract workmen will have to undergo training on "Safety in
Refinery" on the spot.
5. OBLIGATION TO FOLLOW WORK PERMIT SYSTEM
a. Do not carryout any work without valid work permit issued by authorised person in
the refinery as per Work permit System.
b. Comply with all the Fire/Safety/Excavation/Radiography permit conditions specified
in the permit and the clearance.
c. Display permit at site for checking by refinery officials whenever required.
6. REQUIREMENTS OF SUPERVISION
a. Contractor will not carryout any work without having supervisor at site. If it is
required to work simultaneously in more than one location under the same contract,
one supervisor must be put in each of the locations. If a supervisor has to leave his
site for any reason, he must stop his activities for that period of time.
b. For hot work permit the supervisor must have valid Training Certificate from
Refinery safety dept.
c. Contractor must provide at least one full time Safety Supervisor when the
contractor has engaged manpower in excess of 50 in contract activities in the
refinery. If the manpower is less than 50, the on-site safety coordination
responsibilities shall be assumed by any one of the contractor's other supervisory
staff. In both the cases, the contractor must specify in writing the name of such
person to the Engineer-in-charge and Manager - Safety.
_________________________________________________________

d. The contractors whose safety records are not satisfactory will be viewed seriously
and necessary action (viz. cancellation of registration/contracts) shall be taken
against him.
7. USE OF PERSONAL PROTECTIVE EQUIPMENT
a. Contractor's all supervisors and workmen must wear the following Personal
Protective Equipments (PPE's) without which the permission to work will be denied.
Basic PPE's should be provided by the contractor.
b. Basic requirements for all jobs.
i. Hard hat (Safety helmet)
ii. Safety Shoes / Gum Boots (civil work)
iii. Hand Gloves.
c. Specific Requirements as per Job requirements
i. Safety Belt as applicable
ii. Eye Protection Goggles
iii. Face & Body protection
d. The PPE's shall be of standard quality and BIS approved.
i. Other special operative equipments like "Breathing Apparatus Set, will be issued
by HPCL.
8. FIRE EXTINGUISHER & FIRE HOSE
a. Contractor shall provide Fire Hoses with Nozzle & Fire Extinguishers of his own. If
he is executing jobs in refinery, for which following specifications should be
adhered to
b. Fire Hose : the fire hose should be 63mm/38mm diameter and minimum 15 Mtr
long, seamless canvass/synthetic fiber woven jacketed, rubberized fabric
reinforced rubber lined hose bearing IS:636-1988 Type A. The fire hose should
have Gun-metal instantaneous type 2 1/2 " Male & 2 " Female couplings bearing
IS:903 mark. The couplings should be riveted & doubly wounded with heavy-duty
copper wire to the hose at both ends.
c. Nozzle : The nozzle to be used with fire hose should be of "Branch Pipe,
Universal" type as per IS:2871-1983. it should be provided with 2 " Female
Instantaneous couplings as per IS:903 (as nozzle with male coupling will
necessitate use of double female coupling)
d. Fire Extinguisher: The fire extinguisher should be of "10 Kg Capacity DCP
Extinguisher" bearing IS Mark. It should upright operated and should be cartridge
type.
9. HAZARD COMMUNICATION
a. In the event, any contractor employee spot a fire or any serious hazards in refinery
premises, he shall dial Ext 6666, identify himself and report location of fire when
_________________________________________________________

fire station operator is on line. He shall wait until the fire message is repeated by
the fire operator and location confirmed.
b. Pill box communication can also be used by contractor workmen.
c. The contractor must ensure that each one of his employees clearly understand this
Fire Communication requirement, i.e. in case of fire siren is sounded they should
assemble at designated location near FR Medical and south of FR Boiler House.
This may be ensured by contractor while providing on the job training.
10. INJURY NOTIFICATION & INVESTIGATION
a. Report to HPCL supervisor on the job, any injury sustained by any of his
employees or any near-miss or any hazardous/dangerous incident at his worksite
within the refinery premises. Hiding any accident or near miss would be viewed as
serious misconduct.
b. Arrange to provide First-Aid immediately to injured employee.
c. Keep and maintain proper records of all such incidents in respect of his
personal/work site.
d. Submit to Engineer-in-charge a first Information Report within 4 Hours of incident.
e. Arrange to immediately investigate the incident and furnish within 24 Hours a
written investigation report to refinery safety dept.
11. REQUIREMENT OF HOUSEKEEPING
Contractor must ensure highest standard of housekeeping in his areas of work on a
day to day basis. All unsatisfactory housekeeping will earn negative rating, which will
attract penal action like cancellation of registration/contract.
12. DISPLAY BOARDS AT SITE.
Contractor must provide and maintain in his work site, appropriate display board
displaying information as per HPCL "Work Site Display Board" specification.
13. PARTICIPATION IN SAFETY ACTIVITIES
Contractor must attend all scheduled safety meetings as would be intimated to him by
the Engineer-in-charge. Contractor also must ensure that all his employees
participate in safety promotional activities organized by the refinery.
14. POLICE VERIFICATION
Contractor who engages laborer for his jobs in the refinery must submit Police
Verification of antecedents of laborers engaged by him.
15. REQUIREMENT DURING SUBMISSION OF TENDER
Contractor must submit along his tender
i. Compliance to all above special conditions
ii. Complete work injury records per year for last three years and
iii. Total man-hours worked per year for last three years.
_________________________________________________________

iv. Quotation must indicate the number of Supervisors and skilled or unskilled
workers, which will be deployed for the job from time to time during execution of
the contract.
v. The above information will be taken into view during tender evaluation.

Note
1. Every person other than HPCL employee or a casual visitor entering in the
refinery would be governed by above conditions.
2. The term supervisor would mean any person who oversees the works of a group
of a workmen. All other persons will be considered as workmen.
3. Adherence to terms of contract will also be checked by Fire & Safety Dept
personnel. Violation of any of the above conditions of safety would attract penal
actions including termination of contract/registration.
4. Meticulous adherence to these requirements would be checked by the engineer-
in-charge during & on conclusion of the work and in a dossier of the contractor,
this performance would be given adequate weight at the time of renewal of
registration.

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HINDUSTAN PETROLEUM CORPORATION LIMITED

(A Government of India Enterprises)

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