ITB

Doc. No TCE.
5270A-H-112-601
THE TATA POWER COMPANY LIMITED BHIRA 100MW-AUGMENTATION SCHEME INCLUDING MULSHI LAKE SUBSTORAGE UTILISATION INSTRUCTIONS TO BIDDERS INCLUDING SCOPE OF WORK
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DISCLAIMER 1. This Request for Proposal (RFP) is not an agreement or an offer or invitation by Tata Power Ltd (TPC) to the qualified Bidders. The purpose of this RFP is to provide information to assist the formulation of proposal. This RFP does not purport to contain all the information each Bidder may require. Each qualified Bidder should conduct its own investigations and analysis and should check the accuracy, reliability and completeness of the information to respond to this RFP and obtain independent advice from appropriate sources. Neither TPC nor their employees or Consultant make any representation or warranty as to the accuracy, reliability or completeness of the information in this RFP. Neither TPC nor their employees or Consultants will have any liability to any qualified Bidder or any other person under the law of contract, tort , the principles of restitution or unjust enrichment or otherwise for any loss, expense or damage which may arise from or be incurred or suffered in connection with anything contained in this RFP ,any matter deemed to form part of this RFP, the information and any other information supplied by or on behalf of TPC or their employees, any Consultants or otherwise arising in any way from the selection process for the plant. This RFP and the information is confidential and is for the use only by the person to whom it is issued. it may not be copied or distributed by the recipient to third parties ( other than in confidence to the recipient s professional advisors). In the event that the recipient does not continue with its involvement in the project in accordance with the RFP, the RFP must be kept confidential. TPC may in its absolute discretion, but without being under any obligation to do so, update, amend or supplement this RFP. TPC reserves the right to reject any or the entire Proposal without assigning any reasons whatsoever. Wherever it is stated in these Volumes that Contractor shall execute / repair / rectify a project work, unless specifically stated to contrary effect, it shall always mean that it shall be performed at no cost to the Owner. Term Project Manager or Owner shall always mean to include his formally authorised representative or Consultant
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CONTENTS
SECTION 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 General Instructions Cost of Bidding Project Information Funding
TITLE
SHEET
Eligibility and Qualifying Requirements of Bidders Contractor / Consortium Scope of Work Time for Completion Liquidated Damages Construction Programme Site Visit Bid Documents Special Attention Pre-Bid Meeting Price Basis, Currencies and Payments Submission of Bids Bid Guarantee Policy for Bids under Consideration Validity of Bid Opening and Evaluation of Bids Comparison of Bids Award
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23 24 25 26
Notification of Award (Letter of Acceptance) Signing of Contract Agreement Corrupt or Fraudulent Practices Permanent Account Number
LIST OF APPENDICES
Appendix -1 Appendix -2 Appendix -3 Appendix -4 Appendix -5 Appendix -6 Appendix -7 Appendix -8
Declaration form Overall Agreement form Pro-forma of Joint Undertaking Local Agent Bid Form Format of Bank Guarantee for Bid Security Form of Contract Agreement Activity Timeline
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GENERAL INSTRUCTIONS 1.1 Project Director, Tata Power Company Limited, Dharavi Receiving Station, Matunga , Mumbai 400 019 hereinafter called The OWNER invites Bids for Turnkey execution of Bhira 100 MW- Augmentation Scheme including Mulshi lake Substorage utilization for Bhira Hydro Power Station, Raigad District, Maharashtra from Bidders already short listed as per Scope of Work set forth in these Bid Documents. All bids are required to be prepared in accordance with these instructions and terms of this Bid Document. Term OWNER wherever used in this whole document, shall also mean Project Manager. Term Approval, Orders or Directions shall everywhere mean written communications, as oral ones have no statutory effect in Contracts. Therefore, either OWNER or CONTRACTOR, whoever apprehends difference of opinion, interpretation or dispute in any matter, shall always reduce or demand this to be reduced to writing, to make this legally valid and binding on other. OWNER reserves right of accepting or rejecting any or all bids or cancel /withdraw invitation to Bids on any ground without assigning reason thereof. Such decision shall not be subject to question by Bidder. OWNER shall not, in any circumstances, way or manner whatsoever, be liable to the successful Bidder for any consequential loss or any damage including loss of profits. COST OF BIDDING All costs and expenses incidental to preparation of bids including pre-award discussions with intending Bidders, technical and other documentation, etc., shall be to account of the Bidders and OWNER shall bear no liability in the matter. 3. PROJECT INFORMATION Information regarding Project features, major Components, their location, approach to Site, hydrological, geological and meteorological conditions etc. are provided in Volume-I Instructions to Bidders, Volume-II Tata Power Information Memorandum(TPIM) & Project Information Memorandum (PIM) ), Volume IV Civil & Hydro-mechanical works and VolumeV Electro-mechanical & Electrical works, Volume-VI Design Drawings and Volume-VII - Bill of Quantities and Price Bid of Bid Documents. They are required to review these details and satisfy themselves for their adequacy before submitting Bids. 4. FUNDING Funding of the project will be done by the OWNER. 5. 5.1 ELIGIBILITY AND QUALIFYING REQUIREMENTS OF BIDDERS Bidders shall submit a declaration as per the Appendix-1 that the submitted TechnoCommercial Bid and Price Bid proposal are without any deviations and are in conformity with the Bid Documents issued by Owner. Especially in Technocommercial terms, no deviation shall be permitted. Bids without such declaration are likely to be considered as non-responsive.
1.2
1.3
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5.2
Bidders shall up date their earlier information submitted with application and provide evidence of their continued eligibility for meeting the pre-qualification criteria as requested in Volume-VII, Bill of Quantities and Price Bid or as the bidder latter shall reasonably request. Contractor / no member of Consortium (including Sub Contractors) shall be under a declaration of ineligibility for corrupt or fraudulent practices or blacklisted on any other consideration by Owner or any major Organisation in India or abroad. CONTRACTOR/CONSORTIUM Qualified Bidders are allowed to form a Consortium & comply with the following requirements: (i) The bid, and in case of a successful bid, the Form of Agreement shall be signed by all the members of Consortium, so as to be legally binding on each member of Consortium, Primary Bidder, whether in case of package Bid or in case of entire EPC bid, herein after explained in Clause 7.0 of this Text, shall be nominated as CONTRACTOR" and this shall be evidenced by submitting a notarized copy of partnership deed/ copy of MOU or by submitting irrevocable Power of Attorney signed by all Members of Consortium. CONTRACTOR shall be authorized to incur liabilities, receive payments and instructions for and on behalf of any and all Members of Consortium Each of the Consortium partner(s) shall be obliged: (a) to execute and perform the contracts, (b) to satisfy the obligations and liabilities of any and all of the Consortium members, as set out in their individual contracts and/or Overall Agreement as per Appendix-2; and (c) to execute and perform the works in accordance with the Master Control Network, the terms & conditions of Contract and the Overall Agreement, A copy of Agreement entered into by Contractor to above effect shall be submitted with Techno-commercial Bid.
6. 6.1
(ii)
(iii) (iv)
(v) 6.2
Bids shall be submitted by only those who have been pre-qualified by OWNER and meeting criteria as stipulated in clause 6.4 of RFQ for forming consortium. Any firm participating as Partner to one Consortium is not allowed to participate as a partner of any other Consortium. If any firm participates in more than one Consortium, their bids will be declared non-responsive. However, SUB-CONTRACTORS can participate in more than one bid, but as SUB-CONTRACTORS only. A firm participating in a Consortium as partner can not participate as a Sub-CONTRACTOR of other Bidder. CONTRACTOR and all Partner(s) of Consortium shall be jointly and severally liable and responsible for complete execution of the project and shall be required to execute a Joint Deed of Undertaking in favour of OWNER along with Performance guarantee equivalent to 15% of value of the respective scope of work as identified in Contract, as per stipulations on Performance Guarantee under Clauses 3.1, 10.1, 10.6, 10.7, 13.8 of GENERAL CONDITIONS. Pro-forma of such Joint Deed Undertaking is placed as Appendix-3.and submit the same. If the CONTRACTOR wishes to obtain the services of any Design Consultant, then it shall be with the prior concurrence of Owner.
6.3
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6.4
If a Contractor / firm has been qualified for Electro-mechanical, Electrical & Hydromechanical Works as Consortium partner on strength of proposed Manufacturer(s), latter shall be required to execute a Joint Deed of Undertaking in favour of Owner along with the Contractor / firm for joint & several responsibilities and submit the same along with Techno-commercial Bid. Such manufacturers shall also be required to submit a Performance guarantee equivalent to 10% of value of the sub-let work as identified in Contract, as per stipulations on Performance Guarantee under Clauses 3.1, 10.1, 10.6, 10.7, 13.8 of General Conditions. Pro-forma of such Joint Deed Undertaking is placed as Appendix-3. If a Contractor / firm have qualified for any of the works as a Sub-Contractor of one of the Consortium Partners, he shall be required to execute a Joint Deed Undertaking with the Consortium Partner for joint & several responsibilities and submit along with Technical bids. Any sub-Contractor / firm shall be required to provide Performance Guarantee to their Main Contractor for amount equivalent to 10% of value of sub-let work as identified in Contract under intimation to Owner, in accordance with the stipulations on performance guarantee under Clauses 3.1, 10.1, 10.6, 10.7, 13.8 of General Conditions. Pro-forma for such Joint Deed Undertaking is placed as Appendix-3. SCOPE OF THE WORK Scope of Work shall include but not limited to all necessary Additional site Investigations, Planning, Design & Engineering, construction of Civil works, manufacture, supply, transportation, storage, installation, testing & commissioning of Hydro-mechanical and Electro-Mechanical Plant & Machinery, including Mulshi lake Sub-storage utilization, leading to successful operation and commissioning of the Bhira 100 MW - Augmentation Scheme, Raigad District ( Herein after called Project) including cost of all construction equipment, materials etc. to complete and commission the project. Scope includes cost of all activities including but not limited to packing, forwarding, loading, transportation, clearances, inland transportation, delivery & storage of all equipment, materials/goods, etc. After successful completion, testing & commissioning, Project shall be handed over to OWNER. Bidder has option of quoting for PROJECT as an entire EPC bid or to any one of following two individual packages: Package no 1: Additional site investigations, Planning, design, Engineering, manufacture, supply, construction and successful commissioning of all Civil and Hydro mechanical works including Modification to Surge shaft, Water conductor system, Valve house, Power House and Tail race system for the Bhira 100 MWAugmentation Scheme, Raigad Districtincluding Mulshi Lake Sub-storage utilisation at Palse, Pune district
6.5
7. 0
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Package no 2: Additional site investigations, Planning, Design, Engineering, construction and successful commissioning of all the Electrical and Electro mechanical works for the Bhira 100 MW- Augmentation Scheme , Raigad District including Electro Mechanical works of Mulshi lake Sub-storage utilization at Palse, Dist. Pune. Maharashtra. For facilitating this, the following documents in this compilation have been prepared in exclusively different volumes for each of the packages no. 1 and 2 for ease of quotation. a) Special conditions of Contract covering area Supply of Electro mechanical Plant and Machinery and Transportation, storage, erection Testing and Commissioning of Electro mechanical Plant and Machinery b) c) Technical specifications for Electrical and Electro- mechanical works Related Drawings, Annexures, Quality and Inspection plans and specifications. Bids not covering entire Scope of Works shall be rejected. be treated as incomplete, so liable to
8. 8.1
TIME FOR COMPLETION Time for completion of whole Project, including time required for building construction facilities and Infrastructure Works, shall not exceed 36 months from the Date of Order to Commence (Article 22 of GCC). CONSTRUCTION PROGRAMME: Bidder shall include in his Bid detailed construction programme describing broadly Technology and Construction Methodology of major Components of Project, including installation, testing & commissioning of Surge shaft, Water Conductor system, Valve house, Hydro-Mechanical & Electro-Mechanical Plant & Machinery and Mulshi Lake Sub-storage Utilisation duly supplemented with Master Control Network. Owner may request for changes in Master Control Network during pre-award discussions with Bidders. Mutually agreed Master Control Network shall form part of overall Agreement.
10
SITE VISIT
10.1 The Bidder is advised to visit and examine the site of the subject power plant and its surroundings including access to and from the site, infrastructure and other facilities, road, rail and other transport facilities to and from the site and obtain for himself on his own responsibility all information that may be necessary for preparing the bid. The exact date of site visit for each Bidder will be intimated by TPC upon their request for the site visit. The cost of visiting site shall be at the bidders own expenses. 10.2 The Bidder and any of his personnel or agent will be granted permission by OWNER to enter upon his premises and land for the purpose of such visit , but only upon the
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express condition that the Bidder , his personnel and agent will release and indemnify the OWNER and his personnel, and agents from and against all liability in respect thereof ,and the Bidder himself will be responsible for death or personnel injury, loss of or damage to property, and any other loss, damage, cost, and expenses incurred as a result of the inspection. 10.3 The submission of a Bid by the Bidder will be construed as evidence that the bidder has examined the site conditions in detail and the Bidder shall not raise later any claims / disputes for any additional cost or extension of contractual time for completion against the OWNER. The OWNER shall not be liable for the same in any manner whatsoever. 11. 11.1 BID DOCUMENTS General Bid Documents shall comprise Volume-I: Instructions to Bidders including Scope of Inquiry Volume-II: Tata Power Information Memorandum (T I M) & Project Information Memorandum (P I M) Volume-III: Part I: General Conditions of Contract, Safety management Part - II: Terms & Conditions for Contract on Health, Safety & Environment Part - III: Special Conditions of Contract in packages Section 1: General Section 2: Civil & Hydro-mechanical works Section 3: Electro-mechanical & Electrical works - Supply Section 4: Electro-mechanical & Electrical works Transportation, Erection & Commissioning Volume- IV: Civil & Hydro mechanical Works Part 1: Scope of Works Part 2: Technical Specifications - General Part 3: Technical Specifications - Activities Part 4: Quality and Inspection Part 5: Technical Reports and Data Sheets Part 6: Project Master Control Network Chart
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Volume V: Electro-mechanical & Electrical Works Part 1: Scope of Work Part 2: Technical Specifications including Data Sheets, Drawings, Quality & Inspection and Data Sheets Part 3: Project Master Control Network Chart Volume VI: Bid Drawings Volume VII: Bill of Quantities and Price Bid Part 1: Bid Form (with Price) Part 2: Price Schedules Part 3: Schedules referring to Bidders credentials etc Part 4: Technical Data Sheets Any Addenda issued after Pre-Bid Meetings with intending Bidders shall form part of Bid Documents. 11.2 Amendment to Bid Documents (a) At any time prior to date of submission of bids, Owner may, whether at his own initiative or in response to points raised by Prospective Bidder( s), modify Bid Documents by issuing Addendum, which shall be sent by post or E Mail to all Bidders and this shall be binding up on them. In order to afford prospective Bidders reasonable time to take Addendum into account in preparing their bids, Owner may, at his discretion, extend the deadline for submission of bids.
(b)
11.3
Preparation of Bids (a) (b) Bid shall be in English language only. Foreign Bidders, if they have Indian representative /s, shall indicate in their Bid, as per Appendix-4, name of such person or firm who will be acting as their Indian representative for purpose of their bid. They shall also state the facilities which they or their local representatives have in India. Bid must contain name and places of business of the person or persons offering bid and must be signed by duly authorized representative with his usual signature and sealed. The name(s) and designation(s) of all persons signing should also be typed or printed below signature.
(c)
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(d)
Bid by a Contractor of Companies/Firms must be furnished with full names of all Companies/Firms and be signed by their legally authorised representative(s). Bid by a person who signs as ` President' ` Managing Director' ` , Secretary' , ` Agent' or other designation without disclosing the details concerning his relationship with his principal on whose authority he is signing the Bid will be rejected. Satisfactory evidence of authority of person (s) signing on behalf of Bidder shall be furnished with the Bid as below. i) In case of a General Power of Attorney, a true copy of the POA shall be duly notarized by Notary Public along with a declaration from the Company Secretary /Corporate Secretary endorsing the validity of the Power of Attorney. In case of specific Power of Attorney, original POA with a copy of Resolution of Board of Directors for the specific appointment. In case of delegation by a General POA holder, documents as sought under i) above shall be submitted with original specific POA.
(e)
(f)
ii)
(g)
Bidder' name stated on proposal shall be the exact legal name of firm. Any s erasures or other changes in Bid Document shall have the initials of the person (s) signing the Bid. Bids not conforming to sub-Clauses (a) to (g) above are liable to be rejected.
11.4
Specific Issues (a) Bidder is expected to examine all instructions, terms & conditions, forms and OWNERs Requirements in Bid Document and fully inform himself as to all conditions and matters which may in any way affect Works, his bid or the cost thereof. Further, failure to furnish all information asked, incomplete offers, conditional bids, proposals containing deviations and price variation formulae shall be rejected as non-responsive. It will be imperative for each Bidder to fully inform himself of all local conditions and factors which may have any effect on the execution of Works covered under Scope of Works. The OWNER shall not entertain any request for clarifications regarding statutory provisions. It would be deemed that such factors have been properly investigated and considered by Bidder before submitting bids. Owner accepts no liability for effects of these on cost of Works. No claim whatsoever, therefore, including those for financial adjustment to Contract awarded under these Documents will be entertained. Neither any change in time schedule of Contract nor any financial adjustments arising thereof shall be permitted. (c) Being a EPC Contract, Bidder shall take full responsibility for Planning, Design & Engineering and execution of 1) entire Civil, Electrical & Mechanical works including supply, transportation & storage, and installation, testing & commissioning of Hydro-Mechanical and Electro-Mechanical Plant &
(b)
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Machinery. OR 2) Scope mentioned in package - 1 and package 2 respectively 11.5 Preliminary design drawings of various components of Project are enclosed in respective Bid Volumes. However, Owners drawings will be treated as indicative only. Bidders may review the same and incorporate modifications/improvements, wherever required, resulting in economising cost & time and to increase generation. Bidders are also required to review Hydrological, Geological & Meteorological data provided in the Bid Documents to satisfy themselves for their adequacy. Bidders designs, specifications and technical parameters shall conform to Owners Requirements and in absence of any parameters not included in these, then Bureau of Indian Standard Codes and/or International Standards & practices shall apply. For working out Bid price, he should carefully examine the Scope of Work, additional infrastructure & construction facilities such as camps, colonies, offices, stores, construction equipment mobilisation / installation assignment etc, not included in the Works, but required for completion of project as a whole within the Time of Completion and for the cost of demobilization and shipping back the construction equipment and other equipment/materials (if any) from the Project Site. All these are deemed to have been included in his Bid Price. 11.6 12. 12.1 Bid documents are not transferable SPECIAL ATTENTION Bidder shall submit a comprehensive list of Plant & Machinery, construction equipment and materials to be imported under each of the Contract proposed to be entered with various partners of Contractor. Bidder may propose signing of separate Contracts with respective members of Contractor for each Package such as work to be performed abroad, FOB Supplies and work to be performed in India. After award of works, several contract agreements shall be signed with each member of the Contractor for specific scope of work e.g. planning, design & engineering services, Civil Works construction, Hydro-mechanical Works, Electro-mechanical & Electrical Works etc. In addition to above, an Overhaul Agreement with all the Members of Contractor on one part and Owner on the other part as per Clause 6.1 (iv) here in above shall also be concluded to ensure joint and several responsibilities. Such separate agreements shall facilitate efficient execution of Works, determination of inter-se responsibility and rationalization of tax liability on account of all Indian Taxes & Duties including Corporate Tax and Expatriate Income Tax etc. Nevertheless there shall be an Overall Agreement with all members/partners of CONTRACTOR for ensuring turnkey execution of the Project by CONTRACTOR of CONTRACTORs. Bid should clearly bring out the proposal of Bidder in detail in regard to above. 13. PRE-BID MEETING A Pre-Bid meeting, open to all prospective bidders, will be convened at the office of Project Director, Tata Power Company Limited, Dharavi Receiving Station, Matunga, th Mumbai 400 019 on 10 January 2008 at 11:00Hrs.
12.2
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The purpose of this meeting will be to discuss and answer queries on matters that may be raised by prospective Bidders. They are requested to submit their queries in writing or by E Mail (icb.hydro@tpc.co.in)to reach the office of Project Director The Tata Power Company Limited, India at least seven days in advance of proposed pre-bid meeting. Any modification of Bid Documents which may become necessary as a result of the Pre-Bid meeting shall be issued by OWNER as an addendum to Bid Documents and circulated to all prospective Bidders. The Owner reserves the right not to hold pre bid meeting or to change the location/ time of the meeting. 14. 14.1 PRICE BASIS, CURRENCIES AND PAYMENTS Bidder shall quote his Prices in pro-forma given in Bill of Quantities and Price Bid (Volume VII). He shall give ` Price Break Up' Hydro-Mechanical & Electro-Mechanical of Plant & Machinery to be installed indicating broad components/ machinery. For Civil Works, he shall give "Bill of Quantities" and rates covering entire scope of Civil Works. Contract Price of the Bid, both off -shore and on-shore, shall be firm (i.e., without any price adjustment during currency of the Contract. Payment towards Contingencies shall not be admissible under any Works under this Contract. Bidder should indicate tonnage of Hydro-Mechanical Plant & Machinery like Gates, Hoists, and Cranes etc. However, any change (positive or negative) in data during detailed design from that indicated in Bid stage shall not alter the Prices quoted for Hydro-mechanical and Electro-mechanical Works. Bidder shall quote prices logically in Bid Form. If he offers any rebate, he should show this in Bid Form only and not separately. However for any compelling circumstances, if Bidder has to offer an additional rebate, he should mention his intention of doing so in his Bid Form and shall offer such additional rebate in a separate sealed envelope before the last date of submission of Bid, as per Clause 20.2.2.1. 14.2 Bidder shall quote for entire package on a single source responsibility basis on following lines: (a) Plant & Machinery, materials and other components to be supplied from abroad shall be quoted on Cost Including Freight (C.I.F.) (Indian Port) price basis in any internationally trading currencies chosen by the bidder. Bidder shall also quote the corresponding Freight On Board (F.O.B.) Price. The cost towards handling at port, port clearance, customs duty, inland transportation and inland transit insurance for delivery to project site shall be quoted separately in Indian Rupees. The price breakdown of individual contracts shall be governed in terms of Clause 13.2 All other Plant & Machinery, materials etc. manufactured / fabricated within India shall be quoted on ex-works price basis (including packing & forwarding charges) in Indian rupees-So also for the cost towards inland transportation and inland transit insurance.
(b)
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(c) (d)
Total cost of Civil Works shall be quoted in Indian Rupees and/ or Foreign Currency as per requirement of Works. Bidder shall indicate following in the Bid: -- In respect of Sales Tax, nature of sales, (Intra state or inter-state, first Sale, second sale etc) the terms of delivery and declaration / forms / Certificates etc required by Owner. -- VAT as applicable to State of Maharashtra -- In respect of service tax, category of taxable services, value of taxable Services and service tax amount.
(e)
Bidders are free to submit most tax efficient bid, provided these do not in any manner dilute scope, guarantee, warranties and other obligations of Contractor. Price for services of supervision, erection, testing and commissioning etc. of Hydro-mechanical and Electro-mechanical Plant & Machinery shall be quoted independently. Total cost of such services shall be broken into the local components in Indian Rupees and balance like expatriate supervision in Foreign Currency.
(f)
14.3
Bidder shall submit with his bid, quarterly cash flow statement based on requirement of funds (both Indian and Foreign Currency) to match the physical targets of construction together with installations, testing and commissioning of HydroMechanical & Electro-mechanical Plant & Machinery as per Programme (Master Control Net Work) of Project. Owner shall critically monitor both physical as well as financial targets on monthly and quarterly basis. Shortfalls, if any, in monthly targets shall be immediately rectified by Contractor at his own cost, by supplementing his resources, so as to achieve the quarterly scheduled targets. Bidder shall pay special attention for achieving the critical Mile-Stones on Schedule, so as to ensure final commissioning of the project within Time for Completion as per Clause 9.3 of General Conditions
15.
SUBMISSION OF BIDS
15.1 Bids shall be submitted in two envelopes with contents indicated in Clause 16.3 below. The Bidder shall prepare one original and six copies of Bid covering the Scope of Work described in Clause 7.0 of these Instructions to Bidders. In the first envelope, only Bid Security, Technical and un priced -commercial Bid shall be submitted. .In second envelope, Price Bid shall be submitted.
Bidders are requested to submit their Bids in the Office of Project Director, TPC, Dharavi Receiving Station, Matunga, Mumbai 400 019,Maharashtra, India, on or th before 14 March 2008 by 17:00 hrs (IST) in a separate sealed Envelopes super-
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scribed Bid Security & Un price Techno-Commercial Bid and Price Bid for Bhira 100 MW Augmentation Scheme including Mulshi Lake sub-storage utilisation. 15.2 Sealing and Marking of Bids
15.2.1 Envelope -I: Super-scribed as Bid Security & Un price Techno-Commercial Bid (Original + 6 copies) and shall contain the following material: a) Bid Security as stipulated in Clause 17.0 below b) Form of Bid as per Appendix-5 duly filled in and signed without indicating the prices. c) All information as per Bid Proposal Sheets (Volume VII) excluding Bill of Quantities and other data required to be submitted by Bidders as per Instructions to Bidders and Addenda, containing all supporting documentation, which the Bidder wishes to submit as part of his Techno-commercial Bid. d) Copies of all documents specified under Bill of Quantities without indicating any prices therein. e) Declaration confirming that Techno-Commercial Bids are without any deviations and are strictly in conformity to the Bid Documents. This declaration is to be submitted as per Appendix-1. Please see Clause 5.2 earlier. All bidding forms relating to prices or having other financial implications shall be left blank, which must also contain no other information, data and details relating to prices. All pages and corrections, in document shall be signed by Bidder.
15.22 Envelope -II : Super-scribed as Price Bid (Original + 3 Copies) shall contain the following material: a) b) c) d) e) The Bid Form, (Appendix-5) complete in all respects and duly signed. Offered rebate (if any) in a sealed cover. The priced Bill of Quantities/ Bid Proposal sheets Any other material needed as per Instructions to Bidders & Addenda to be included in Price Bid. Declaration in form Appendix5 confirming that Price Bids are without any deviations and are strictly in conformity to Bid Documents issued by the OWNER.
No material relating to any technical matters shall be included in the Price Bid. All pages and corrections, in the document submitted shall be signed by the Bidder. 15.3 Bids shall be marked as follows:
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Envelope -1: Bid Security & Technical and Un priced commercial Bid for Bhira 100MW-Augmentation Scheme including Mulshi lake Sub-storage Utilisation Envelope -2: Price Bid for Bhira 100MW-Augmentation Scheme including Mulshi lake Sub-storage Utilisation 15.4 Bid shall be submitted on all working days up to time stipulated for submission of Bids. in Clause 16.1 hereof, at the OWNERs office. Bids will be opened in the presence of those representatives of the Bidders who choose to be present. 15.5 Bidder shall seal original and copies of the bid in separate envelopes, separately marking these as ORIGINAL or "COPY-1" --------- "COPY-6" respectively. These shall be further sealed in an outer envelope and marked as given under Clause 16.2 & 16.3 Inner and outer envelopes shall; a) b) c) d) 15.7 15.8 Bear the name and address of the Bidder; Be addressed to the OWNER at the address provided in the document; Bear the name as per Clause 15.3 above; and Provide a warning not to open before the time and date for bid opening
15.6
If the envelopes are not sealed and marked as above, OWNER will assume no responsibility for misplacement or premature opening of bid. Deadline for Submission of Bids
15.8.1 Bids must be received by OWNER at address specified in Clause 15.1 not later than last date and time for submission of bids. 15.8.2 OWNER may, in exceptional circumstances and at his discretion, extend the deadline for submission of bids by issuing an Addendum, in which case all rights and obligations of OWNER and Bidders will thereafter be subject to the deadline as extended. 15.9 15.9.1 Late Bids Any bid received by OWNER after deadline for submission of bids prescribed in Article 15.1 will be returned unopened to the bidder. Owner shall not be responsible for delays due to post or courier Modification, Substitution and Withdrawal of Bids
15.10
15.10.1 Bidder may modify, substitute, or withdraw his original bid after its submission but in any case before official deadline for submission, if a corresponding written notice of the modification, substitution or withdrawal is received by OWNER prior to the deadline for submission of bids.
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15.10.2 Bidders modification, substitution, or withdrawal shall be prepared, sealed, marked, and delivered in accordance with provisions of this Article 16.2, with the outer and inner envelopes additionally marked "MODIFICATION", SUBSTITUTION or WITHDRAWAL", as appropriate. 15.10.3 No bid shall be modified, substituted or withdrawn by Bidder after deadline for submission of bids. 15.10.4 Withdrawal of Bid during the interval between the deadline for submission of Bids and expiration of period of bid validity shall result in the forfeiture of bid security. 16.0 BID GUARANTEE / SECURITY i) Bid shall be accompanied by a bid security for an amount of INR Sixteen Million or Four hundred thousand US Dollars Bid security shall be in the form of an irrevocable Bank Guarantee and for amounts expressed in Indian Rupees shall be issued by an Indian Nationalised / Scheduled Bank or a Foreign Bank notified as a Scheduled Bank under the provisions of the Reserve Bank of India Act'through any of its Branches in India. The BG in currencies other than Indian Rupees shall be acceptable only if these are issued by an International Bank of repute situated outside India (to be confirmed by their branch in India or by any Scheduled Bank in India) or by an authorised Dealer in India, issued as per guidelines of RBI from time to time. Format of Bank Guarantee for Bid Security is enclosed as Appendix-6 ii) Bid Security of successful Bidder to whom a Contract is awarded will be returned after said Bidder provides the Contract Performance Guarantee as per Conditions of Contract mentioned in Bid Documents. Successful Bidder shall be required to extend the validity of bid security till Contract Performance Guarantee is accepted by Owner. Bid security may be forfeited: a) b) c) if Bidder withdraws or modifies his bid, except as provided in Clause 16.10 or if Bidder does not accept the correction of Bid price mentioned in Bid. if the Bidder refuses to withdraw, without any cost to the OWNER, any deviation not listed in Min section, but found elsewhere in the Bid. in case of a successful bidder, if he fails within the specified time limit to; (i) (ii) iv) Sign the Agreement, or Furnish the required performance security.
iii)
Bid Security of all unsuccessful Bidders will be returned promptly as possible after Notification of Award in terms of this Volume-1 but not later than 28 days after expiry of bid validity. Any bid not accompanied by bid security in accordance with above provisions will be rejected by Owner as ` non-responsive' .
v)
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vi)
Interest in any form, whatsoever, will not be payable by Owner on Bid Security amount. Bid validity and Bid security shall be valid for a period of 180 days from the date of opening of Bid provided further extensions are not solicited and as per Clause 19.0. Thereafter Contract Price concluded with successful Bidder shall remain valid till tenancy of the Contract or Final Acceptance. Bid Security of a Consortium shall be in name of the Contractor submitting the bid and not in the name of a partner of the Consortium.
vii)
viii)
17.0
POLICY FOR BIDS UNDER CONSIDERATION Bids shall be deemed to be under consideration immediately, after they are opened and until such time official intimation of award/ rejection is made by the Owner to the Bidders. The Owner, if necessary, will obtain clarifications on the bids by requesting for such information from any or all the bidders.
18.0
VALIDITY OF BID Bid should be kept valid for acceptance for a period of 180 days from date of opening of Bids. In exceptional circumstances Owner may solicit the bidders consent to an extension of period of validity. Request and the response thereto shall be made in writing. Bid security shall also be extended by same period as Bid validity. A bidder accepting the request will not be permitted to modify his bid.
19.0 19.1 19.1.1
OPENING AND EVALUATION OF BIDS Bid Opening: Refer Appendix-8, i.e. Activity Timeline Owner will open the bids, including WITHDRAWALS, SUBSTITUTIONS and MODIFICATIONS made pursuant to Clause 15.10. thereof, in presence of bidders' designated representatives who choose to attend, at time, date, and location stipulated in Clause 13 hereof. The bidders'representatives who are present shall sign a register evidencing their attendance. No Bid shall be rejected at the Bid opening except for the late Bids pursuant to Clause 15.9.
19.1.2 Envelopes will be opened in the following order; (i) (ii) (iii) Withdrawal notices Substitution Original bid along with modifications, if any.
Original bids for which an acceptable notice of withdrawal has been submitted pursuant to Clause 16.10 hereof shall not be opened. 19.1.3 All important information and any such other details as Owner may consider appropriate, will be announced by Owner at opening. This shall include but may not be limited to Bidders names, Bid Prices including deviations, any discounts,
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withdrawals, substitutions and bid modifications, and presence (or absence) of bid security. 19.1.4 Bids not opened and read out at bid opening shall not be considered further for evaluation, irrespective of the circumstances. 19.2 Bid Evaluation
19.2.1 General Bids will be evaluated by Owner to ascertain the lowest evaluated technically and commercially responsive bid for complete scope of proposal, as covered in these Documents. Evaluation of techno-commercial bids shall be carried out for the entire Scope of Work detailed above. Owner reserves the right to accept or reject any variation or deviation. Alternative proposal for other than the one shown in the Tender documents will be considered by the Owner if found techno commercially attractive to the Company. Owner shall be the sole judge in the selection of the qualified Bidders as well as the successful Bidder. For arriving at the lowest evaluated Contract Price in cases other than full EPC, Owner shall load the supervision, other incidental costs and the risk elements that get passed on to Owner on account of part bid from Bidders. His assessment in this regard shall be final and binding. TPC would encourage bidders to quote with the differed payment schedules for each stage payment, as evaluation would also be done for Interest during Construction (IDC). The bidder who is evaluated lowest on both Capital cost as also evaluated IDC shall be considered for award. The rate of interest of 9.5% shall be considered for IDC calculations for the schedule of commissioning indicated. In this regard while the payment terms outlined above can not be further moderated / front loaded the bidders are encouraged to indicate the improvement that they would make in payment terms for bid evaluation. 19.2.2 Preliminary Examination 19.2.2.1 Owner will examine the bids to determine whether these have been properly signed, whether required sureties have been furnished, whether computational errors for price bids have been made and whether bids are generally in order. Amount stated in Completed Bid Form shall be considered binding upon Bidder. If there is an error between the amount written in figure and words stated in Bid, amount in words shall prevail. Where there is an error in Bill of Quantities between total amount computed and total of amounts quoted by Bidder and/or error in multiplication of quantity with unit price, then corrections in Bill of Quantities will be carried out on pro-data basis so that the computed amounts match with total amount stated in the Bid (Completed Bid Form). Rebate (if any) shall be applied as stipulated under Clause 14.1 hereof.
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19.2.2.2
Prior to detailed evaluation, Owner will determine the substantial responsiveness of each bid to the Bid Documents. A substantially responsive bid is one that conforms to all terms and conditions of bidding documents, without material deviation or reservation. A material deviation or reservation is one (a) which affects in any substantial way the scope, quality, or performance of Works; (b) which limits in any substantial way, inconsistent with the bidding documents, Owners rights or Bidders obligations under Contract; or (c) Technical proposal is such, as if Bidder has not understood project implementation (d) whose rectification would affect unfairly the competitive position of other bidders presenting substantially responsive bids. Owner' determination of bid' responsiveness is to be based on s s contents of bid itself without recourse to extraneous evidence.
19.2.2.3 A bid determined as not substantially responsive will be rejected by Owner and may not subsequently be made responsive by the bidder by correction of the non conformity. 19.2.2.4 OWNER may waive any minor non-conformity or irregularity in a bid which does not constitute material deviation provided such waiver does not prejudice or effect relative ranking of bidder. 19.2.3 Definitions and Meanings For purpose of evaluation and comparison of bids, following meanings and definitions will apply: "Bid Price" shall mean total price quoted by Bidder in Bid (Completed Bid Form) for complete scope of Works required for successful completion and commissioning of the Generating Plant. 20. COMPARISON OF BIDS The bid price shall be initially converted to INR currency (Indian Rupee) at the prevailing exchange rate as on date of opening of Price Bids. The exchange rates shall be of Bills Selling rate of State Bank of India of that date. The total Bid Price shall be the sum of the amount so arrived at, whether in case of single package or double package. 21. 21.1 AWARD Subject to Clauses 20.0, 20.2 & 21.0, OWNER shall award the works to Bidder whose bid has been determined to be substantially responsive to Bidding Documents and who has offered Lowest Evaluated Bid Price pursuant to Clause 19 hereof. Information relating to the examination, clarification, evaluation and comparision of Bids and recommendations for the award of a Contract shall not be disclosed to Bidder or any other person not officially concerned with such process, until the Award to the Successful Bidder has been announced. NOTIFICATION OF AWARD (LETTER OF ACCEPTANCE) Prior to expiry of Bid validity, Owner will intimate officially the successful Bidder of his Bid having been accepted. This letter of Intent (hereinafter and in the Conditions of the
21.2
22. 22.1
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Contract called the Letter of Award. On this, Bidder shall have to give a Letter of Acceptance within a week and along with he shall furnish to Owner a Contract Performance Guarantees as per General Conditions. If Owner does not receive Letter of Acceptance by this date, Bid security of such Bidder shall be appropriated and the next Bidder may be considered. Successful Bidder shall execute the Deed of Performance Guarantee accompanied with requisite BG and formalise the Contract. 22.2.1 This notification of award will constitute the formation of a contract until the contract has been formally Signed pursuant to Clause 23 hereunder.
23 23.1
SIGNING OF CONTRACT AGREEMENT After notifying the successful bidder that its bid has been accepted, Owner will prepare Contract Agreement as per Appendix-7, incorporating all the correspondence exchanged between the parties, which have a bearing on Contract. CORRUPT OR FRAUDULENT PRACTICES. TATA CODE OF CONDUCT The Tata Power Company Limited abides by the Tata Code of Conduct in all its dealings with Stockholders and if the EPC Contractor / Contractors have any concern, they are required to bring the same to the notice of TPC Chief Ethic Counsellor whose e mail I D is . A copy of the Tata Code of Conduct will be issued to successful E P C Contractor for necessary implementation during the execution of the Project. (a) For the purpose of this provision, the terms set-forth below shall mean as under: (i) "Corrupt practice" means the offering, giving, receiving or soliciting of any thing of value to influence the action of a public official in the procurement process or in Contract execution; and Fraudulent practice" means a misrepresentation of facts in order to influence a procurement process or the execution of a Contract to detriment of Owner, and includes collusive practice among Bidders (prior to or after bid submission) designed to establish bid prices at artificial non-competitive levels and to deprive Owner of the benefits of free and open competition;
24 24.1
(ii)
(b)
Owner may reject a proposal for award if he determines that the Bidder recommended for award has engaged in corrupt or fraudulent practices in competing for the Contract in question defined above. Owner may declare a firm ineligible, either indefinitely or for a stated period of time, for award of Contract if it at any time he determines that latter has engaged in corrupt or fraudulent practices in competing for or in executing a Contract.
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25
SAFTY REQUIREMENTS The successful Contractor shall follow international safety practices during execution of Projects. Contractor shall furnish the safety records for all earlier handled Projects as indicated in clause 3.21 of volume 7 , part 3.
26
PERMANENT ACCOUNT NUMBER (PAN): Within 28 days of date of Order to Commence, successful Bidder shall furnish to Owner his Permanent Account Number issued by Income Tax Authorities in India. No payment shall be made to Contractor unless he submits this..
27 28
All bidders should have compliance with Aconex, primavera and SAP
Use of ACONEX shall be mandatory for sending mails and transmittals. Project Instruction on Aconex laid out vide Project Quality Management Plan shall be followed. Copy of endorsed documents stamped as master copy and formats marked as approved specimen with date shall be maintained. The optimal IT infrastructure specifications will be provided later.
APPENDIX-1
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A DECLARATION IN RESPECT OF THE SUBMITTED BID DOCUMENTS (Refer Clause 5.1) Subject: Competitive Bidding for Turnkey Execution of Bhira 100 MWAugmentation Scheme including Mulshi lake Substorage utilization for Bhira Hydro Power Station, Raigad District, Maharashtra It is declared without any qualification whatsoever that the submitted TechnoCommercial/Price Bid proposals (Strike out which ever is not applicable) are without any deviations and are strictly in conformity with the documents issued by The Tata Power Company Limited. That in case any deviations are noticed which might have crept inadvertently, that such deviations without reservation of any kind are automatically deemed to have been withdrawn by the bidder.
(To be jointly signed by all the authorized representatives of each of the Members of the Joint Venture or Consortium.)
.................................................................. .................................................................. ................................................................. .................................................................. .................................................................. .................................................................
APPENDIX-2
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OVERALL AGREEMENT (On Non Judicial Stamp paper of appropriate value)
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THIS AGREEMENT is made on this___________day of_________200 by and between THE TATA POWER COMPANY LIMITED a Company incorporated in India under the Companies Act, 1956, and having its registered office at Bombay House, 24, Homi Mody Street, Fort, Mumbai 400 001, India (hereinafter referred to as "the OWNER") which expression shall unless repugnant to the context or meaning thereof include its successors and assigns of the one part AND Name of CONTRACTOR____________________________________________________ comprising________________________ , a company registered and existing under the laws of_______(Name of country) and having its registered office at___________________________________________________________, which expression shall unless repugnant to the context or meaning thereof include their respective successors and permitted assigns of the other part. WHEREAS (A) The CONTRACTOR had submitted coordinated bids on_________ for inter-alia execution and completion of Bhira 100 MW- Augmentation Scheme including Mulshi lake Sub-storage utilization for Bhira Hydro Power Station, Raigad District, Maharashtra to the OWNER (hereinafter referred to as the "Project"). Subsequent to the said submission of bids, OWNER has decided to award the execution of the Project to the CONTRACTOR. The CONTRACTOR and the OWNER have agreed that the Project be executed on a coordinated basis through separate CONTRACTS, each to be signed by the CONTRACTOR member directly responsible for the supplies or portion of works covered thereby and defining the respective obligations of each member of the CONTRACTOR with the understanding that the CONTRACTOR shall be jointly and severally responsible for the performance of the WORKS covered under the separate CONTRACTS in a timely manner and it being agreed and understood that the execution of the project under several CONTRACTS shall not in any manner dilute the respective responsibilities, obligations and liabilities of the CONTRACTOR as defined in the said CONTRACTS and in this Agreement to ensure completion and performance of the Project within the TIME FOR COMPLETION. It is deemed necessary and expedient to enter into this Agreement to, inter-alia, define the scope of the WORKS and provide for the responsibilities of the CONTRACTOR and the joint and several responsibility and liability of the CONTRACTOR in respect of the execution thereof under the CONTRACTS.
(B) (C)
(D)
NOW THEREFORE IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:
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1.0 1.1
INTERPRETATION In this Agreement, except where the context otherwise requires, the following expressions shall have the meaning hereinafter respectively assigned to them.
1.1.1 "WORKS" shall mean the sum of the works including design, engineering services, supplies and works to be respectively rendered, supplied and/or executed by the CONTRACTOR as spelt out in the CONTRACTS and shall include all deficiencies or gaps that may arise in or between the works to be executed by two or more CONTRACTORS, all permanent and temporary works to be executed, all items and things to be supplied/done and services and activities to be performed or which may be reasonably implied there from and reasonably necessary for execution and completion of the WORKS by the CONTRACTOR pursuant to and in accordance with this Agreement and the CONTRACTS. 1.1.2 1.1.3 "CONTRACTS" shall mean all the CONTRACTS entered into simultaneously along with this Agreement and more fully described in Article 2 of this Agreement. "TIME FOR COMPLETION " shall mean the period as set out in the Clause 9.3 of GENERAL CONDITIONS within which the WORKS shall be completed by the CONTRACTOR in all respects in accordance with the CONTRACTS and this Agreement and in accordance with the time schedule set out in the Master Control Network annexed hereto and marked as Annex-B (hereinafter referred to as the "Master Programme") unless extended in accordance with the provisions of the CONTRACTS. "UNIT shall mean the Bhira 100 MW Augmentation Scheme GENERAL CONDITIONS" shall mean the GENERAL CONDITIONS OF CONTRACT (Volume-III, Part-I) as annexed to and forming part of each of the CONTRACTS. All words importing singular shall include plural requires. and vice versa, where the context
1.1.4 1.1.5 1.2 1.3 1.4 2.0
Headings of the Articles are for the sake of convenience only and shall not affect the interpretation, scope or construction of any provision hereof. All other expressions used but not defined herein shall have the same meaning as defined in the GENERAL CONDITIONS. EXECUTION OF THE WORKS The WORKS shall be executed by the CONTRACTOR in accordance with this Agreement and several separate CONTRACTS briefly referred to in Annex-C. (Refer Appendix-2 i.e. Overall Agreement)
3.0
JOINT AND SEVERAL RESPONSIBILITIES
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3.1
In consideration of the OWNER and the CONTRACTOR agreeing to enter into several CONTRACTS for the performance of the WORKS, the CONTRACTOR hereby jointly and severally agree and covenant with the OWNER that the CONTRACTOR shall jointly and severally be and remain responsible and liable to the OWNER for due and faithful performance of the WORKS and the signing of separate CONTRACTS shall not relieve all or any of them in any manner whatsoever of their joint and several responsibility and liability for the proper execution of the WORKS under the CONTRACTS and this Agreement. For the purposes hereof any breach by any of the CONTRACTOR members of its/their respective obligations under any of the CONTRACTS and this Agreement shall be deemed to be a breach by all of them under all the CONTRACTS and this Agreement provided however that if any of the CONTRACTOR members is in breach under its CONTRACTS then the other CONTRACTOR members shall not be deemed to be in breach by reason thereof unless they have been given the opportunity to remedy the breach in accordance with Article 5.4 hereof and have failed to do so. The members of the CONSORTIUM responsible for i) Design & Engineering, ii) Hydromechanical works and iii) Electrical/ Mechanical works (if not the CONTRACTOR, then) shall subject to Article 5.4 be responsible and liable to the OWNER with limited joint and several responsibility to the extent that if any of the CONTRACTOR members abandons the work, then these members of the CONTRACTOR shall not be made responsible for execution of the balance works of the abandoning CONTRACTOR but they shall be required to complete their respective portion of work (including filling the gaps for satisfactory completion/commissioning of Project) as and when other CONTRACTOR(s) are inducted in place of abandoning CONTRACTOR(s) without any additional financial liability to the OWNER and within the Time for Completion.
3.2
Notwithstanding the entering into the separate CONTRACTS and the provisions contained therein, the partner under the leadership of CONTRACTOR shall be bound by the provisions of this Agreement and each member of the CONTRACTOR shall be severally and jointly obliged: a) b) c) To execute and perform or cause to be executed and performed the CONTRACTS; to satisfy the obligations and liabilities of any and all members of the CONTRACTOR as set out in the CONTRACTS and/or this Agreement; and to execute and perform the WORKS in accordance with the Master Programme annexed as Annex-B hereto and as may be modified by mutual Agreement between the CONTRACTOR and the OWNER from time to time. Nothing contained in this Agreement is intended by the CONTRACTOR nor shall be construed as creating a joint venture, partnership, agency or association of persons amongst the various members of the CONTRACTOR for the purpose of execution of the Project. Without prejudice to the joint and several responsibility and liability provided for in this Agreement each CONTRACTOR member shall be individually responsible for the performance of the work under its respective CONTRACT as well as for their respective loss or profit occurring there under. GENERAL COORDINATION
3.3
4.0
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4.1 4.2
This Agreement shall come into force and effect on the coming into force and effect of all the CONTRACTS. The Consortium shall perform and cause to be performed the CONTRACTS in close cooperation amongst themselves and under the leadership of ABC who as the CONTRACTOR, shall ensure the performance of the CONTRACT. Should any gap or deficiency arise in or between the WORKS to be carried out respectively by two or more members of the Consortium, the same shall be remedied, by the Consortium jointly and severally at no additional cost to the OWNER provided it is not specifically excluded by the terms of the Contract. The CONTRACTOR shall coordinate amongst the Consortium members the WORKS under the CONTRACTS so as to ensure the completion of the Project in accordance with the TIME FOR COMPELTION. Should any member of the Consortium consider itself entitled to an extension of TIME FOR COMPLETION in accordance with the terms of the relevant CONTRACT, the corresponding request to the OWNER shall be made by the CONTRACTOR, along with an analysis of the delaying circumstances and the consequences thereof on the TIME FOR COMPLETION and the measures required for minimising or avoiding the delay. CONSEQUENCES OF DELAY AND/OR SHORTFALL IN TOTAL STATION OUTPUT - LIQUIDATED DAMAGES If any UNIT is not completed and satisfactorily commissioned in accordance with the CONTRACTS within the TIME FOR COMPLETION or there is a shortfall in total station output, the OWNER shall be entitled to liquidated damages (which is a genuine pre-estimate of the loss/damage which the OWNER would have suffered on account of delay or shortfall in total station output) and the said damages shall be payable by the CONTRACTOR on behalf of the Consortium on demand without there being any proof from the OWNER, of the actual loss/damages caused by such delay or shortfall in total station output and all sums payable by way of such liquidated damages shall be considered as a reasonable compensation without reference to the actual loss/damage which shall have been suffered by the OWNER on account of such delay or such shortfall in output and not as a penalty, in accordance with the following rates and conditions: i) Liquidated damages for delay in completion of the Unit: The liquidated damages shall be payable for delay in completion of UNIT from its respective Time for Completion @ 0.5 % (zero point five percent) of the aggregate of the Contract Prices of all the CONTRACTS, per day. The liquidated damages so payable shall be net of already paid liquidated damages for delay, if any, in attaining the Intermediate Milestones of Civil Works. The aggregate of liquidated damages so payable shall not exceed 10% (ten percent) of the aggregate of the Contract Prices of all the CONTRACTS. The liquidated damages due under this Article 5.1(i) will be paid in the respective currencies of the Contract Price. ii) Penalty for failure to meet the Equipment Performance guarantees:
4.3
4.4
4.5
5.0 5.1
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A maximum penalty of 10% of contract value shall be payable for failure to meet the performance guarantees specified in Volume III, Part-3, Section-3 of Special Conditions Of Contract 5.2 5.3 Each member of the Consortium and associate suppliers shall be jointly and severally liable for payment of liquidated damages as provided in Article 5.1 Save and except as provided in the CONTRACT(S) and subject to provisions mentioned below, the liquidated damages referred to in Article 5.1 above shall constitute the sole and exclusive remedy of the OWNER in the events provided for therein and payment of such liquidated damages and other damages, if any, awarded by Arbitrator or otherwise as referred to in Article 5.1 above, shall be in full satisfaction of the Consortiums liability with respect to such events. Without prejudice to the right of the OWNER under the CONTRACT and its right to entitlement for liquidated damages pursuant to Articles 5.1(i) and 5.1(ii) hereto, the OWNER shall be entitled additionally to terminate the CONTRACT without being liable in any manner whatsoever to the CONTRACTOR and/or to have the WORKS completed at the risk and cost of the CONTRACTOR, by a communication in writing to the CONTRACTOR: (a) in the event the liquidated damages have become payable in terms of Article 5.1(i) hereof but the maximum limit of the amount of liquidated damages payable hereunder by the CONTRACTOR to the OWNER have not yet been reached and the CONTRACTOR has failed to complete the delayed Works within 180 days of receipt of notice in this behalf from the OWNER, or (b) in the event the liquidated damages have become payable in terms of Article 5.1(i) hereof and the maximum limit of the amount of liquidated damages for delay payable hereunder has been reached and the CONTRACTOR has failed to complete the WORKS within 90 days of the receipt of notice in this behalf from the OWNER, or (c) in the event of the CONTRACTOR, being in breach of any of the provisions of the CONTRACT and/or there being shortfall in the performance of the UNITS as guaranteed under the CONTRACT if the CONTRACTOR has failed to remedy such breach/default within 60 days or such further period as may be mutually agreed between the OWNER and the CONTRACTOR, having regard to the nature of the breach or default or shortfall, of the receipt of notice in this behalf from the OWNER.
5.4
5.5
The maximum of liquidated damages and Penalty for failure to meet the performance guarantees payable under 5.1(i) & 5.1(ii) shall not exceed 10% each of the Contract Prices of all the CONTRACTS. INCENTIVE FOR EARLY COMMISSIONING OF THE PROJECT There will be no incentive for early commissioning of this project
6.0
7.0
DEFAULT BY THE OWNER
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Default by the OWNER under Clause 16.0 of the GENERAL CONDITIONS under any of the CONTRACTS which entitles the CONTRACTOR to terminate such CONTRACT, shall be deemed to be a default by the OWNER under all the CONTRACTS and the CONTRACTOR shall be entitled to terminate their respective CONTRACTS and this Agreement after giving sixty days prior written notice to the OWNER in which case Clause 16.2 of the GENERAL CONDITIONS shall apply. 8.0 8.1 GENERAL The CONTRACTOR shall represent the CONTRACTOR vis-a-vis the OWNER and as such the CONTRACTOR shall ensure the liaison between the CONTRACTOR and the OWNER and vice-versa. All notices hereunder shall be addressed to the CONTRACTOR with a copy to the respective Consortium members and such notice to the CONTRACTOR shall be deemed to be notice to the CONTRACTOR. The OWNER and the CONTRACTOR shall meet whenever necessary at the request of either party. Whenever meetings are arranged with the OWNER as aforesaid to discuss any matter concerning one or more members of the Consortium, the Consortium member concerned with the matter shall also attend such meetings. EXTENT OF GENERAL LIABILITY Except as otherwise specifically provided in the CONTRACTS or this Agreement neither the CONTRACTOR nor the OWNER shall be liable to the other for any indirect or consequential loss or damage, including but not limited to loss of revenue or loss of use of the Works, provided however, that the aforesaid shall not be construed so as to relieve either the CONTRACTOR or the OWNER from their respective obligations under the CONTRACTS and this Agreement and the CONTRACTOR from their liability for liquidated damages in accordance with the provisions of the CONTRACTS and this Agreement. 10.0 PRECEDENCE This Overall Agreement shall prevail over any or all notwithstanding anything to the contrary contained therein. 11.0 PROPER LAW This Agreement shall be construed and interpreted and be governed by the Laws of India. 12.0 SETTLEMENT OF DISPUTES Any dispute or difference which may arise between the parties out of or in connection with this Agreement which the parties are unable to settle amicably, shall be settled in accordance with the provisions of Clause 22.0 of the GENERAL CONDITIONS provided that for the purposes of this Agreement in the said Clause 22.0 of the GENERAL CONDITIONS, the OWNER shall be one party and all the Consortium collectively acting through the CONTRACTOR, shall be other party. the CONTRACTS
8.2
8.3
9.0
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IN WITNESS WHEREOF the Parties have hereto caused this Agreement to be executed by their duly authorised representatives on the day and year first above written. For and on behalf of OWNER (The Tata Power Company Limited) Place: Mumbai Date: _________ Witnesses: 1) for & on behalf of CONTRACTOR
Place: Mumbai Date: _________ Witnesses: 1)
2)
2)
Annex-A: Brief on Project (to be jointly framed by the OWNER and CONTRACTOR before signing) Annex-B: Master Control Network (to be framed by the bidder matching with the Time for Completion). Annex- C: Details of several separate contracts as per the CONTRACTORs proposal to be framed by the bidder.
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APPENDIX-3 PROFORMA OF JOINT UNDERTAKING BY THE SUB-CONTRACTOR AND THE BIDDER/CONTRACTOR (ON NON-JUDICIAL STAMP PAPER OF APPROPRIATE VALUE) THIS DEED OF UNDERTAKING executed this . day of Two Thousand and by M/s. .... a Company incorporated under the laws of and having its Registered Office at .. (hereinafter called the Sub-Contractor which expression shall include its successors, executors and permitted assigns), and M/s.., a Company incorporated under the laws of . having its Registered Office at . (hereinafter called the Bidder which expression shall include its successors, executors and permitted/ assigns ) in favour of THE TATA POWER COMPANY LIMITED a Company incorporated in India under the Companies Act, 1956, and having its registered office at Bombay House, 24, Homi Mody Street, Fort, Mumbai 400 001, (hereinafter called the Owner which expression shall include its successors, executors and permitted assigns) WHEREAS the Owner invited Bids vide its Invitation No. TCE.5270A-A-H-112-601. For Turnkey execution of Bhira 100 MW Augmentation Scheme including Mulshi lake Substorage utilization for Bhira Hydro Power Station, Raigad District, Maharashtra AND WHEREAS Instructions to Bidders, Clause No. 6.1 of the Bid Documents inter-alia stipulates that a Bidder can associate Sub-Contractor for certain component works in which the Bidder does not have the relevant experience provided the proposed Sub-Contractor meet the technical Qualifying Requirements of the particular component and that the Bidder along with its Sub-Contractor shall be jointly and severally bound and responsible for the successful performance of the component works proposed to be executed by the Bidder along with its Sub-Contractor in the event the bid submitted by the Bidder is accepted by the Owner resulting in a Contract (hereinafter referred to as the Contract). AND WHEREAS the Bidder has submitted its Bid to the Owner vide Reference No. .... dated . based on the association of the Sub-Contractor. NOW THEREFORE THIS UNDERTAKING WITNESSETH as under: In consideration of the award of Contract by the Owner to the Bidder (hereinafter referred to as the Contractor) we, the Sub-Contractor and the Bidder/Contractor do hereby declare that we shall be jointly and severally bound to THE TATA POWER COMPANY LIMITED , For the successful performance of the * (proposed sub-let works) in accordance with the Contract. Without in any way affecting the generality and total responsibility in terms of this Deed of Undertaking, the Sub-Contractor in particular hereby agrees to deploy and depute its
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technical personnel, equipment, manpower and/or other resources on continual basis throughout the construction period of the proposed sub-let works until its completion to discharge the obligations of the Contractor under the Contract. This Deed of Undertaking shall be construed and interpreted in accordance with the laws of India and the Courts in Mumbai shall have exclusive jurisdiction in all matters arising under the Undertaking. Apart from the Contractors Performance Guarantee, the Sub-Contractor shall furnish as security, a Contract Performance Guarantee from its Bank in favour of the Owner in a form acceptable to the Owner. The value of such guarantee shall be equivalent to 10% of value of the proposed sub-let works as identified in the Contract awarded by the Owner to the Bidder/Contractor and it shall be an additional guarantee for faithful performance/compliance of this Deed of Undertaking in terms of the Contract. The guarantee shall be unconditional, irrevocable and valid till the Taking-Over Certificate as provided in the Contract is issued by the Owner. The Bank Guarantee amount shall be payable to the Owner on demand without any reservation or demur. We, the Sub-Contractor and the Bidder/Contractor agree that this Undertaking shall be irrevocable and shall form an integral part of the Contract and further agree that this Undertaking shall continue to be enforceable till it is discharged by the Owner. It shall become operative from the Commencement Date of the Contract. IN WITNESS WHEREOF, the Sub-Contractor and the Bidder/Contractor have through their Authorised Representatives executed these presents and affixed Common seals of their respective Companies, on the day, month and year first above mentioned. WITNESS 1. .. (Signature) (Name in Block Letter) (Office Address) For Sub-Contractor Signature of Authorized (Representative) Name ........ Common Seal of Company .... For Bidder/Contractor 2. ..... (Signature) (Name in Block Letter) (Office Address) Signature of Authorized (Representative) Name..... Common Seal of Company .......
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APPENDIX-4 Bhira 100 MW Augmentation Scheme (Details in respect of Local Agent) (Bidder's Name & Address on his letter head): To: (Name of the Owner) Dear Sir, We furnish below the following information in respect of our local agent: (i) Name and address of the local agent ........................................................................................................................ ........................................................................................................................ ........................................................................................................................ ........................................................................................................................ (ii) Services to be rendered by the local agent ........................................................................................................................ ........................................................................................................................ ........................................................................................................................ ........................................................................................................................ ........................................................................................................................ Date : Place : ................................. ................................ (Signature)..................................... (Printed Name)............................... (Common Seal)..............................
(Designation)..................................
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APPENDIX-5
BID FORM
Name of Contract:-Bhira 100 MW- Augmentation Scheme including Mulshi lake Substorage utilization for Bhira Hydro Power Station, Raigad District, Maharashtra To: Project Director, Tata Power Company Limited, Dharavi Receiving Station, Matunga, Mumbai 400 019 Sir, 1.0 Having examined the Bidding Documents, including Addenda Nos. (Insert Numbers), the receipt of which is hereby acknowledged, we the undersigned, offer to design, procure, construct and install such Works and remedy the defects therein in conformity with the Conditions of Contract, OWNERs Requirements, Bid Proposal Sheets and addenda (if any) for the sum of : .........................(Prices to be left blank in Stage-I submission)...................... (Insert amounts in words) ...........................................................(............................................................) (Amount in Figures) or such other sums as may be determined in accordance with the terms and conditions of the Contract. We offer a rebate of ____% on the above prices* and/or Our offered rebate is enclosed in a separate sealed envelope* *(Delete, if not applicable) 2.0 Attachments to the Bid Form: In line with the requirement of the Bidding Documents we enclose herewith the following Attachments: (a) Attachment 1: Bid Security in the form of ............................................ for a sum of ............................................... (Name of currency and amounts in words & figures) valid up to and including [date 90 days after the period of bid validity].
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(b)
Attachment 2: A power of attorney complying with the requirement of Clause No. 12.3 indicating that the person(s) signing the bid have the authority to sign the bid and thus that the bid is binding upon us till the period of Price Bid validity in accordance with the Clause 19.0 Attachment 3: The documentary evidence of having entered into Consortium agreement for joint & several responsibilities in terms of Clause 6.3 Attachment 4: Assured Financial Commitment from banks/financial institutions for meeting the Working Capital requirement in terms of Clause 6.2 Attachment 5: Joint Deed of Undertaking in terms of Clauses 6.5 and 6.6, if applicable. Attachment 6: The details of local representation as per your format enclosed in the Bidding Documents.
(c) (d) (e) (f) 3.0 3.1
Tender: In line with the requirements of the Bidding Documents, we enclose herewith our Tender to design, procure, construct, install and complete the works and remedy any defects therein, in conformity with such documents for the prices set out under Para 1.0 above. We confirm that we shall get registered with the concerned State Tax Authorities, in the state where the project is located. We also confirm that we shall produce the Permanent Account Number issued by Indian Income Tax Authorities to the Engineer, before receiving the first payment under the Contract (excepting off-shore supply Contracts), if the work is awarded to us. We confirm our prices are inclusive of all taxes and duties. We further understand that we shall solely be responsible for obtaining Deemed Export Benefits under the extant EXIM Policy of Government of India, if any and in case of failure to receive such benefits, the OWNER will not compensate us as stipulated in Clause 3..29 of GENERAL CONDITIONS. We also confirm that concessional customs duty benefits under Project Imports are not available for import of Construction Equipment and construction materials and that deemed export benefits are not available for the corresponding indigenous equipment and materials. We undertake, if our bid is accepted, to commence the work immediately upon your Letter of Acceptance to us, and to achieve Completion within the time stated in the Bidding Documents. If our bid is accepted, we undertake to provide a Performance Security in the form and amounts, and within the time specified in the Bidding Documents.
4.0
4.1
5.0
6.0
7.0
We agree to abide by this Bid for a period of 6 months from the date fixed for submission of bids as stipulated in the Bidding Documents, and it shall remain binding upon us and may be accepted by you at any time before the expiration of that period. Commissions or gratuities, if any, paid or to be paid by us to agents relating to this Bid, and to contract execution if we are awarded the contract, are listed below:
8.0
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Name and address of Commission agent. (if none, state none). 9.0
Amount and Currency
Amount and or gratuity
Until a formal Contract is prepared and executed between us, this bid, together with your written acceptance thereof in the form of your Letter of Acceptance shall constitute a binding contract between us. We understand that you are not bound to accept the lowest or any bid you may receive. We hereby declare that only the persons or firms interested in this proposal as principals are named here and that no other persons or firms other than those mentioned herein have any interest in this proposal or in the Contract to be entered into, if the award is made on us, that this proposal is made without any connection with any other person, firm or party likewise submitting a proposal is in all respects for and in good faith, without collusion or fraud. We hereby also declare that any of the firms (including our Sub-contractors ) have not been declared ineligible to bid for corrupt or fraudulent practices or banned from business dealings on any consideration by the OWNER, any Govt. institution or Public Sector Undertakings of India. Dated this...........................day of..........................2008 Thanking you, we remain, Yours faithfully, (Signature) (Printed Name) (Designation) (Common Seal)
10.0 11.0
12.0
Date Place
: :
Business Address: Country of Incorporation: (State or Province to be indicated) Name & Address of the Principal Officer: Note: Bidders may note that no prescribed pro-forma has been enclosed for Attachment 2, (Power of Attorney) and Attachment 3, (Consortium Agreement). Bidders may use their own pro-forma,
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incorporating all essential ingredients constituting Power of Attorney and all essential requirements for Consortium as per their respective pre-qualification.
APPENDIX-6 FORMAT OF BANK GUARANTEE FOR BID SECURITY Ref. No. : 1. IN CONSIDERATION of TATA POWER COMPANY LIMITED, having its Registered Office at Bombay House, 24, Homi Mody Street, Fort, Mumbai 400 001, INDIA. Tel: (91 22) 66658282 Fax: (91 22) 6665 8801. (herein after called the Owner which expression shall unless repugnant to the subject or context includes its successors, administrators, executors and assigns) having agreed to accept from ----------- (name of the Bidder) (herein after called the said Bidder(s) which expression shall unless repugnant to the subject or context includes his successors, administrators, executors and permitted assigns) under the terms and conditions of Tender No. TCE. 5055A-H500-001 as qualified by the terms and conditions of the Bidders offer (where such qualification does not defeat the purposes for which this bank guarantee is required under the terms and conditions of this Tender No. TCE. 5055A-H-500-001 (herein after called the said Tender) Bid security for the due fulfilment and compliance by the said Bidder(s) of the terms and conditions contained in the said Tender in the form of Bank Guarantee for Rs. _______________million (Rupees _____________ million only) or ______________(an equivalent amount in a freely convertible currency. We _____________ Bank (hereinafter referred to as the Bank) do hereby irrevocably, unconditionally and without reservation guarantee the due and faithfully fulfilment and compliance of the terms and conditions of the Tender by the said Bidder(s) and unconditionally and irrevocably undertake to pay forthwith to the Owner an amount not exceeding _______________million (Rupees _____________ million only) or ______________(an equivalent amount in a freely convertible currency) without any demur, reservation, recourse, contest or protest and without reference to the Bidder(s) if the Bidder(s) shall fail to fulfil or comply with any of the terms and conditions of the said Tender, on receipt of a letter from the Owner that the Bidder has failed to comply with and fulfil all or any of the terms and conditions contained in the said Tender. A letter from the Owner stating that the Bidder(s) is in default in the due and faithful fulfilment and compliance with the terms and conditions contained in the said Tender shall be final, conclusive and binding on the Bank. . We, ------------------------- Bank do hereby unconditionally undertake to pay the amounts due and payable under this Guarantee without any demur reservation, recourse, contest or protest and reference, merely on first demand from the Owner stating that the amount claimed is due to the Owner by reason of failure of the said Bidder(s) to fulfil and comply with any one or all of the terms and conditions contained in the said Tender including failure of the said Bidder(s) to keep its Bid open during the Bid Validity period as set forth in the said Tender for any reason whatsoever. Any such demand made on the Bank shall be conclusive as regards amount due and payable by the Bank under this Guarantee. However, our liability under this guarantee shall be restricted to an amount not exceeding Rs. _______________million (Rupees _____________
2.
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million only) or ______________(an equivalent amount in a freely convertible currency. 3. We, ------------------------- Bank further agree that the Owner shall decide as to whether the Bidder(s) is in default of due and faithful fulfilment and compliance with the terms and conditions contained in the said Tender including inter alia, the failure of the said Bidder(s) to keep its Bid open during the Bid validity period set forth in the said Tender and the decision of the Owner that the said Bidder(s) is in default as aforesaid shall be final and binding on us. In the event of any dispute in this specific regard pending before any Court Tribunal, Arbitrator or any other authority, the Bank do hereby agrees to unconditionally place the amounts claimed by the owner under this guarantee into a separate account in the Bank or any other back as decided by the Owner, whose disposition shall be dealt in accordance with the judgement delivered on the said dispute by the said Court. Tribunal, Arbitrator or any other authority. . We, ------------------------- Bank further agree that the guarantee herein contained shall remain in full force and effect during the period that would be taken for the finalisation of the said Tender and that it shall continue to be enforceable till the said Tender is finally decided and order placed on the successful Bidder(s) and / or till all the dues of the Owner under / or by virtue of the said Tender have been fully paid and its claims satisfied or discharged or till a duly authorised officer of the Owner certifies that the terms and conditions of the said Tender have been duly, faithfully, fully and properly carried out by the said Bidder(s) and discharges this Guarantee on -------------- or _________whichever is later. Unless a demand or claim under this guarantee is made on us in writing on or before unless extended, plus a claim period of one (1) month, we shall be discharged from all liability under this guarantee thereafter. After the submission of the said Tender, the Owner shall have the fullest liberty without affecting in any way the liability of the Bank under this Guarantee from time to time and only after prior agreement with the Bidder(s) to vary any of the terms and conditions of the said Tender or to extend time of the said Tender or the period for fulfilment and compliance with the terms and conditions contained in the said Tender by the said Bidder(s) or to postpone for any time and from time to time any of the powers exercisable by it against the said Bidders and either to enforce or forbear from enforcing any of the terms and conditions contained in the said Tender including the securities available to the Owner and the bank shall not be released from its liability under these presents by any exercise by the Owner of the liberty with reference to the matters aforesaid or by reason of time being given to the said Bidders or any other forbearance, act or omission on the part of the Owner or any indulgence by the Owner to the said Bidder(s) or of any other matter or thing whatsoever which under the law relating to sureties would but for this provision have the effect of releasing the Bank from its such liability. Any letter by way of request, demand or otherwise hereunder shall be sent by courier or by registered mail to the Bank, addressed as aforesaid. We undertake to make the payment on receipt of your letter of claim on us addressed to -------------------------------- (name of Bank along with branch address) and delivered at our above branch who shall be deemed to have been duly authorised to receive the said letter of claim.
4.
5.
6. 7.
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8.
It shall not be necessary for the Owner to proceed against the said Bidder(s) before proceeding against the bank and the Guarantee herein contained shall be enforceable against the bank, not withstanding any other security which the Owner may have obtained from the said Bidder(s), shall at the time when proceedings are taken against the bank hereunder, be outstanding or unrealised. We, ------------------------- Bank lastly undertake not to revoke this guarantee during its currency except with the previous express consent of the Owner in writing and agree that any change in the constitution of the Bank or the said Bidder(s) shall not discharge our liability hereunder. The Bank declares that it has the power to issue this guarantee and the undersigned have full powers to do so on behalf of the Bank. The Guarantee will be governed by the terms and conditions of the said Tender and in accordance with Indian Laws. Only the Court of competent jurisdiction in India shall have jurisdiction over any cause of action arising under this Guarantee. 12. All expenses of issuing the guarantee and all other charges relating thereto will be borne by the Bidder(s).
9.
10. 11.
Dated _____________ Day of ________________ 2006
Signature of the Issuing Authority with seal
For ________________________________Bank
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APPENDIX-7 FORM OF CONTRACT AGREEMENT (TO BE EXECUTED ON STAMP PAPER OF APPROPRIATE VALUE AS APPLICABLE IN THE STATE OF MAHARASHTRA) THIS AGREEMENT (Agreement or Contract) is made and entered into on this. day of.2006 atby and between TATA POWER COMPANY LIMTIED, a Company incorporated in India under the Companies Act, 1956, having its registered office at Bombay House, 24, Homi Mody Street, Fort, Mumbai 400 001, INDIA. Tel: (91 22) 6665 8282 Fax: (91 22) 6665 8801. (Hereinafter referred to as the Owner, which expression shall include its successors and permitted assigns) of the One Part; AND a Company incorporated under the laws of . having its principal place of business (in case of Company registered in India a Company incorporated in India under the Companies Act, 1956, having its registered office) at . (Hereinafter referred to as the Contractor, which expression shall include its successors and permitted assigns) of the other Part. RECITALS WHEREAS: (A) The Owner intends to implement Bhira 100 MW Augmentation Scheme including Mulshi lake sub-utilisation, Bhira, Raigad district, Maharashtra India (hereinafter referred to as the Project); The Owner, wishes to appoint a EPC Contractor for ..[specify type and nature and purpose of stand-alone independent contracts, viz. (i) Offshore supply Contract for Imported Equipment (OFSC); (ii) Onshore supply Contract for Indigenous Equipment (ONSC); (iii) Onshore Services Contract for installation, commissioning and guarantees (OSC); & (iv) Co-ordination & Guarantee Agreement (CGA) to properly tie up and guarantee the obligations under these independent contracts] for. The Contractor has represented that it has the requisite technical know-how and experience, expertise and capability and financial and other resources to ensure that the contracted supplies, services and other work are executed and completed in accordance with the terms of the Contract in a safe and environmentally
(B)
(C)
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responsible manner and that the contracted work will be capable of seamless integration with other Related Works and be carried out on, under, over or in connection with the Project Site; (D) Relying upon the foregoing and other representations of the Contractor, the Owner appoints the Contractor to undertake the contracted work or services and the Contractor agrees to carry out and complete the contracted work, services and other work and remedy any and all defects therein, on terms and conditions of the Contract; The Contractor acknowledges that the Owner has entered into or will enter into other contracts with other contractors and/or parties for the remaining elements of the Project (and not comprised in the contract work or services) and that the Owner will have Related Works performed and that it is of paramount importance that the contracted work, services and other work are fully and completely coordinated with the Related Works by the Contractor in view of their concurrent and sequential nature; The terms and conditions of this Contract have been fully negotiated between the Project Manager on behalf of the Owner and the Contractor as parties of competent capacity and equal standing.
(E)
(F)
NOW, THEREFORE, IN CONSIDERATION THE MUTUAL PROMISES, COVENANTS AND AGREEMENTS CONTAINED HEREIN AND FOR GOOD AND VALID CONSIDERATION, THE ADEQUACY OF WHICH HAS BEEN ACKNOWLEDGED BY THE PARTIES, THE PARTIES, INTENDING TO BE LEGALLY BOUND, HEREBY AGREE AS FOLLOWS: 1. 2. In this Contract Agreement (and the Recitals to it) words and expressions shall have the meanings assigned to them herein and in the Conditions Contract referred to below. In consideration of the payments to be made by the Owner to the Contractor under the Contract, the Contractor shall carry out and complete the contracted supplies, services and other work and discharge all the relevant obligations on its part specified in, or to be inferred from, and in all respects in accordance with the terms & conditions of the Contract.
Contract Price: In consideration of the full and complete discharge of the Contractors obligations under the Contract, the Owner shall pay to the Contractor the Lump-sum Contract Price amounting to .. (.. in words), inclusive of all taxes and duties within and outside India. The Contract Price shall be firm and it shall remain fixed through the period of Contract except and to the extent that such Contract Price may be varied in accordance with the terms and conditions of the Contract at such time and in such manner as expressly prescribed therein. 4. 4.1 Contract Documents: The following documents shall be deemed to comprise the Contract: a) This Contract Agreement (including all Schedules and Appendices) b) The Conditions of Contract: Section A-4, as they shall apply to this Contract Agreement
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c) d) e) f) g) h) i)
Owners Letter of Intent to the Contractor Contractors Letter of Acceptance Tender document Contractors Proposal Schedule of Prices Minutes of Meetings with the Contractor; Record Notes of Tender Negotiations Contractors Implementation Plan including Contractors Organization and Key Personnel j) Approved List of Subcontractors & Vendors k) Responsibility Matrix for Permits, Approvals and Clearances as they shall apply to this Contract Agreement l) Contractors Health, Safety and Environment Manual
The Contractor hereby declared to have full knowledge and understanding of the contents of all the foregoing documents whether contained in or incorporated by reference thereto and accepts all the terms and conditions contained therein. In the event of any ambiguity or conflict between any of the foregoing Contract Documents, the Contractor shall, prior to commencement of the subcontract supplies, services or work , be deemed to have clarified from the Owner all such ambiguities or conflicts. The order of precedence of the foregoing documents shall be the same as listed herein above. Effective Date & Commencement Date 5.1 The Contract is deemed to have come into effect and full force from the date of issue of Letter of Intent by the Owner to the Contractor, viz., which shall be the Effective Date of Contract. The Contractor shall commence work within 7 (seven) days of the issue of Notice to Proceed from the Owner to the Contractor under this Contract, which shall not be earlier than 10 (ten) days and not later than 180 (one hundred and eighty) days from the date of this Contract. Notices: Any notice to be given under the Contract shall be sent to the Owner or the Contractor, as the case may be, at the address set for the below: Owner TATA POWER COMPANY LIMTIED Address: Attn. : Title: Tel. Fax: E-mail: 6.2 Contractor: Address: Attn.: Title: Tel. Fax:
4.2
5.2
6. 6.1
E-mail:
Any notice to be given hereunder by one Party to the other Party may be sent by pre-paid registered post or by overnight courier or by facsimile or by e-mail to its address given herein above or to such other address as may have been communicated by such Party to the other Party and shall be deemed to have been received if sent by pre-paid registered post or overnight courier on the date of its delivery as evidenced by the postal mark or
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receipt, if sent by facsimile on the date of its transmission stamped on it and if sent by email on the date of its transmission as evidenced by its properties. 7. 7.1 7.2 8. 8.1 8.2 Governing Law & Language: This Contract shall be governed by the laws of India and only Courts of competent jurisdiction within India shall have jurisdiction on all matters covered by this Contract. The governing language of the Contract shall be English. General: This Contract supersedes all prior negotiations, representations, warranties and agreements related hereto whether oral or written. No amendment or modification or change or deletion to this Contract shall be effective, unless evidenced in writing and duly signed by the authorized representatives respectively of the Owner and the Contractor. This Contract Conditions, Schedules and Appendices shall form part of this Agreement and shall have the same effect as the provisions of this Agreement. This Agreement is executed in counter-parts, each of which shall be deemed to be original and retained by each of the Parties but together they shall constitute one and the same Agreement.
8.3 8.4
IN WITNESS WHEREOF the Owner and the Contractor have caused this Agreement to be duly executed by their duly authorized representatives as of the day, month and year herein above written. For and on behalf of TATA POWER COMPANY LIMITED By____________________________ Name: Title: WITNESSES: 1.______________________________ Name: Title: 2.______________________________ Name: Title: 1._________________________ Name: Title: 2._________________________ Name: Title: For and on behalf of [Contractor] By________________________ Name: Title:
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APPENDIX-8 ACTIVITY TIMELINE Sl. No. 1 2 3 4 Clause No. 14.0 16.1 20.1 Activity Issue of RFP Documents Pre-Bid Meeting Deadline for submission of Bid Opening of Bids - Envelope 1 (Bid security and Unprice Techno-Commercial Bid) Clarification to Bidders Reply from bidders for clarifications and Deadline for receipt of Price Implication Bid (if any) Opening of Bids Envelope 2 (Price Bid) Expiry of Bid Validity & Bid Security Date and Time* On 15-11-2007 10 & 31-01-2008 at 11.00 hrs. (IST) 16-03-2008 at 14.00 hrs (IST) 18-03-2008 at 16.00 hrs (IST) On or before 15-04-2008 On or before 30.04.2008
5 6
20.0
7 8
20.1 19.0
30.04.2008 at 14.00 hrs (IST) 180 days from date of opening of Bid
* The OWNER reserves the right to modify any of the above mentioned dates and times.

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Doc. No TCE.

SECTION 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 General Instructions Cost of Bidding Project Information Funding

Appendix -1 Appendix -2 Appendix -3 Appendix -4 Appendix -5 Appendix -6 Appendix -7 Appendix -8

19.0 19.1 19.1.1

1.1.4 1.1.5 1.2 1.3 1.4 2.0

JOINT AND SEVERAL RESPONSIBILITIES

DEFAULT BY THE OWNER

Place: Mumbai Date: _________ Witnesses: 1)

(c) (d) (e) (f) 3.0 3.1

Amount and Currency

Amount and or gratuity

Dated _ Day of ____ 2006

Signature of the Issuing Authority with seal

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