CONTRACT FOR FIRMS SERVICES Between Consultancy Development Centre on behalf of DEPARTMENT OF SCIENCE AND TECHNOLOGY, Ministry of Science

and Technology, Government of India And WATER SYSTEMS INDIA (P) LIMITED, CHENNAI

Dated: 21st August, 2010 For PROVIDING SOLUTIONS FOR WATER CHALLENGES UNDER THE TECHNOLOGY MISSION: WAR FOR WATER CLUSTER NO.1, BUJA BUJA VILLAGE PANCHAYAT, SRI POTLI SRIRAMULU, NELLORE DISTRICT, ANDHRA PRADESH

Contract No. 63050/2010/WSI-cluster 1 Buja Buja This AGREEMENT made on 21st of August 2010 between the Director General, Consultancy Development Centre (CDC) having its office at India Habitat Centre, Core-IVB, Lodhi Road, New Delhi-110003 for and on behalf of Department of Science and Technology, Ministry of Science and Technology, Government of India having office at Technology Bhawan, New Mehrauli Road, New Delhi-110016 (hereinafter called DST), as Party of the FIRST PART and Water System India Pvt. Ltd. Having its Registered Office at H-74/F1, HIG Flats, Mullai Appartments, Thiruvalluvar Nagar,Chennai-600041 (hereinafter called WSI or Contractor), as Party of the SECOND PART.

WHEREAS DST desirous of Providing Solutions for Water Challenges under its Mission WAR for Water had called for Request for Proposal on 23.12.2009; WHEREAS WSI represented to DST that it has got the requisite technical skill, professional expertise and financial resources to carry out the services and submitted its Proposal on 1.3.2010. AND WHEREAS DST has accepted the Proposal of WSI after deliberations/negotiations with WSI, on the terms and conditions contained herein. NOW THIS AGREEMENT witnesseth as follows:-

1. In this Agreement the words and expressions shall have the meaning as are assigned to them in the Conditions of Contract hereinafter referred to. 2. The following documents shall be read and construed as integral part of this Agreement (herein called the Contract Documents). I. Letter of Award No. WTI/WAR-W/16/2010(CL-1:WSI) dt. 08/07/2010 II. Special Conditions of Contract (SCC). III. General Conditions of Contract (GCC) IV. The following Appendices Appendix A - Description of Services/ Scope of Work Appendix B - Reporting Requirements Appendix C - Total cost of Services Appendix D - Duties of DST Appendix E Activities and deliverables against each activity Appendix F Format for Performance Bank Guarantee Appendix G- Annual Plan for Operation & Maintenance V. WSI Proposal; dated 1.3.2010 read with Response to Queries/Clarifications sought by DST/CDC during Pre-Bid Conference on January 13, 2010 and also through E-mail, Presentation made to technical Evaluation Committe on 7.4.2010 and Missing with Information/clarifications/supplementary information/revisions

respect to Technical and Financial Proposal submitted by WSI on 15th April 2010, 18th May 2010, 5th June 2010, 30th June 2010, 12th July 2010, and 27th July 2010. The above Contract Documents shall be taken as supplementary to this Agreement and shall be read as explanatory of one and another but in the case of any ambiguity or inconsistency, the order of precedence will be set out above, which will prevail over the latter.

3. The Scope of Work of WSI under this Agreement shall be to Provide solutions for water challenge at Buja Buja Village Panchayat, Nellore (AP) complete with all assemblies and inclusive of connected services (hereinafter called the Project) and Operation & Maintenance of the Project for 2 (two) years from the date of Commissioning of the Project. The detailed Activties carried out are given in Appendix-A to this Agreement (called Description of Services) and Responsibilities of the Parties to carry out Activities and Deliverables are detailed in Appendix-B and Appendix-E to this Agreement. A detailed description of services, activities, deliverables, payment, schedule etc for Operation and Maintenance will be finalized in due course of time between WSI and DST/CDC in the form of Annual Plan for Operation & Maintenance. The finalized document on Annual Plan for Operation & Maintenance will form an integral part of this contract as Appendix G. 4. The Contract shall become effective from date of singing of this Contract. The activties shall be carried out by WSI as per the Programme contained in Clause 2.4 of GCC. The Project shall be completed by WSI latest by 21st August, 2011. . 5. Time shall be essence of the Contract. Liquidated Damages for Delay shall be leviable asdetailed in Clause 10 of GCC, but it shall not exceed 10% of the total value of Contract. 6. The WSI shall be entitled to amount of Rs. 5,52,68,350.00/- (Five Crores Fifty Two Lakhs Sixty Eight Thousand Three Hundred Fifty Only) as Contract value. The break up of the total contract value shall be as under:Capital cost Cost of Services - Rs. 4,17,20,000.00/- Rs. 46,18,350.00/-

Cost of Operation Maintenance Rs. 8,930,000.00/The above amount shall be payable (as per Clause 6 of GCC) by DST, who shall provide the land for the project. 5

7. The WSI shall furnish an irrevocable unconditional Performance Bank Guarantee for 10% of the Contract value, for faithful performance of this Contract in the format enclosed as Appendix-F in favour of the President of India, immediately after signing of this Contract but not later than 30 days hereof. 8. In case of any dispute arises between the parties reagrding any matter under the Contract, the same shall be amicably settled, failing which it will be resolved through Arbitration as provided in Clause 9 of the GCC. The arbitration shall be conducted in accordane with the Arbitration & Conciliation Avt 1996. Notwithstanding any reference to arbitration the parties shall continue to perform their respective obligations under the Agreement. IN WITNESS WHEREOF the Parties hereto have caused this Contract to be signed by their authorized representatives on the date above mentioned at New Delhi.

In presence of Witnesses:

1. For and on behalf of CDC

(i) (ii) (Dr. Sunil Abrol) Director General, CDC 2. For and on behalf of Water Systems India Pvt Ltd In presence of Witnesses: (i)

(ii) [Mr. N. Krishnan] Managing Director, WSI

II.

SPECIAL CONDITIONS OF CONTRACT (SCC)

1.1 The language is: English. 1.2 The addresses are: Client: Government of India Department of Science and Technology Technology Bhavan, New Mehrauli Road New Delhi-110016 Attention: Dr D R Prasada Raju Scientist-G/Adviser Tel: 011-26868242/26590296 Fax: 011-26963695 Contract Management Agency: Consultancy Development Centre, Core 4 B, India Habitat Centre, Lodhi Road, new Delhi-110003 Attention: Dr. Sunil Abrol, Director General Tel: 011-24648268 Fax: 011-24602602 Project Management Agency: WAPCOS Limited, 76-C, Sector-18, Gurgaon-122 015, Harayana State Attention: Dr.Aman Sharma, Chief Engineer Tel: 0124-2397392 Firm/Agency/Solution Provider: M/s Water Systems India Pvt Ltd, H-74/F1, HIG Flats,Mullai Apartments, Thiruvalluvar Nagar,Chennai-600 041 Attention: Mr. N. Krishnan Tel: 044-24513051 Fax: 044-24511835

1.3 The Authorized Representatives are: For the Client: Dr D R Prasada Raju Scientist-G/Adviser For the Contract Management Agency: Mr. Rajesh Parpyani, Head (Publications)

For the Project Management Agency: A. Stephen Leo, Additional Chief Scientist For the Firm/Agency/Solution Provider: Mr. N Krishnan, Managing Director 1.4 The Firm/Agency/Solution Provider and the Personnel shall pay the taxes, duties, fees, levies and other impositions levied under the existing, amended or enacted laws during life of this contract and the client shall perform such duties in regard to the deduction of such tax as may be lawfully imposed.

1.5 The Firm/Agency/Solution Provider shall not use their documents and software for purposes unrelated to this contract without the prior written approval of the DST. 1.6 The Firm/Agency/Solution Provider agrees to all the provisions of the Contract between CDC (for and on behalf of DST) and the Firm/Agency /Solution Provider with respect to the duties, obligations, deliverables and scope of services as defined in this Contract. Firm/Agency/Solution Provider Shall carry out the activities detailed therein and submit all deliverables as specified therein. 1.7 The accounts are: Bank Name: State Bank of India, SME Branch, Adyar, Chennai-20 CC Account: 30067301054 IFS Code: SBIN0013361 1.8 Force Majeure Force majeure is hereby defined as cause which is beyond the control of the awarded party and WSI as the case may be, which they did not foresee or with a reasonable amount of diligence could not have foreseen and which substantially affects the performance of contract, such as: Natural phenomena including but not limited to floods, draughts, earthquakes and epidemics. Acts of any government, domestic or foreign, including but not limited to war, declared or undeclared priorities, quarantines, embargoes, 9

provided either party within fifteen (15) days from the occurrence of such causes notify the other in writing of such causes. Should the occurrence of Force Majeure last more than 45 days, both parties have the right to cancel the contract. In such a case, the awarded party will be paid for all the work completed or which has been carried out or performed to the time. Liquidated Damages The amount of liquidated damages for delay by WSI under this Contract shall not exceed 10 % (Ten Percent) of the total value of the Contract as specified in Appendix C, details of which is given in the GCC Clause 10.2 Settlement of disputes i. WSI and DST shall make their best efforts to settle amicably the disputes, if any, arising out or in connection with this assignment or the interpretation thereof in implementation of various individual projects in different locations by the Solution Providers. ii. The venue for sorting such differences, if any, shall be the office of DST in New Delhi. The final arbitration, if so arises, shall be left to the discretion of Secretary, DST. 2 WSI representative(s) competent to discuss technical as well as other matters related to the services being performed/ provided by the WSI , will be nominated to attend the meetings of the Monitoring Committee, constituted / to be constituted by DST/CDC for monitoring the progress of the assignment. WSI representatives as detailed above shall also be nominated for discussions/meeting with DST/CDC/monitoring committee officials, as and when the requirement is felt by DST/CDC or for visiting the location or other places.

10

III. 1.1

GENERAL CONDITIONS OF CONTRACT Definitions Unless the context otherwise requires, the following terms whenever used in this Contract have the following meanings: i. ii. iii. iv. v. vi. vii. viii. ix. x. xi. xii. xiii. xiv. xv. xvi. xvii. xviii. xix. Applicable Law means the laws and any other instruments having the force of law in India. Client means the Department of Science and Technology(DST), Ministry of Science and Technology, Government of India Contract Management Agency (CMA) means the Consultancy Development Centre(CDC) appointed by DST for specific activities Contract means the Contract signed by the Parties (CDC and the WSI) and all the Contract documents listed in its Clause 1 of the Contract. Data Sheet means such part of the Instructions to Firms used to reflect assignment conditions. Day means calendar day. Effective Date means the date on which this Contract comes into force. Firm/ Agency/Solution Provider means Water Systems India (P) Ltd.(WSI) GCC means these General Conditions of Contract. Government means the Government of India Indian Currency means Indian Rupees (INR). Instructions to Firms (Section 2 of the RFP) means the document which provides Firms with all information needed to prepare their Proposals. In writing means communicated in written form with proof of receipt. Liquidated Damages herein- may be specified as LD. Local Currency means Indian Rupees (INR). LOI (Section 1 of the RFP) means the Letter of Invitation being sent by CDC to the short listed Firms. LOA means the Letter of Award issued by DST conveying its acceptance of the proposal of the successful Firm/ Agency. Member means any of the entities which constitute registered joint venture/consortium/association; and Members means all these entities. Monitoring Committee (MC) means a Committee constituted/to be constituted to monitor the progress of the assignment, may make judgment giving reasons thereafter as to which shall be recorded in writing. 11

xx. xxi.

xxii. xxiii. xxiv. xxv. xxvi. xxvii. 1.2

Party means CDC or the WSI, as the case may be, and Parties means both of them. Personnel means professionals and support staff provided by the Firm/ Agency and assigned to perform the services or any part thereof; Foreign Personnel means such professionals and support staff who at the time of being so provided had their domicile outside the country; Local Personnel means such professionals and support staff who at the time of being so provided have their domicile inside the country; Project Management Agency (PMA) means WAPCOS Ltd. (WAPCOS) Appointed by DST Proposal includes both the Technical Proposal and the Financial Proposal. RFP means the Request for Proposal prepared by CDC for the selection of Firm/ Agency. Services means the work to be performed by the Firm/ Agency pursuant to the Contract. Sub-Firm/agency means any person or entity to whom/which the Firm/ Agency sub-contract any part of the Services, with approval of Project Management Agency/client. Third Party means any person or entity other than CDC,DST,WAPCOS Ltd. or the Firm/ Agency,

Relationship between the Parties Nothing contained herein shall be construed as establishing a relationship of master and servant or of principal and agent as between CDC and WSI. WSI subject to this Contract has complete charge of Personnel and SubFirms/agencies, if any, performing the Services and shall be fully responsible for the Services performed by them on his behalf. The WSI will be exclusively liable to pay remuneration to his Sub-Firm/agency and salary to his employees.

1.3 Stakeholders: 1.3.1 Client: Department of Science and Technology, Ministry of Science and Technology, Government of India (DST) 1.3.2 Agencies appointed by DST: a. Consultancy Development Centre(CDC) Agency for the following activities: The scope of services: 1. 2. as Contract Management

Execution of Contract with the Solution Provider Receive, process and verify bills submitted by Solution Provider and forward the same, with due authentication, to DST for release of payment. 12

3. 4. 5. 6.

Management of all records, bills/vouchers, files Assist and make available all records for Audit/DST officials. To review physical and financial progress of the project. To submit periodic statements to DST on physical and financial progress of the project.

b. WAPCOS Ltd. As Project Management Agency for the following activities: The scope of services: I. II. III. IV. Facilitation regarding site identification in the village/town. Facilitation in obtaining necessary clearances from local bodies (Gram Panchayat, etc.). Facilitation towards provision of services, like, power, water, etc. Supervise construction works from start to finish by using the modern methods of control. Verify the setting out of the works done by the Solution Provider and ensure that it is as per drawings. Ensure that the works adhere to the levels, alignment and dimensions specified in the drawings Supervise the works to ensure conformance of construction works and materials to relevant Indian Standards/Bid specifications/drawings. Monitor progress with reference to pre-fixed targets drawn up jointly with the Solution Provider and furnish required progress reports in the formats as decided in consultation with DST. Advise recommendation of payment, including extra claims and time extension on works to be executed by the Solution Provider. In case of any need for execution of non-tendered items of works, take advance action to prepare specifications, carry out rate analysis (with supporting documents) and take further action strictly as per the conditions in the bidding documents and then allow the work to be executed. Ensure environmental and social safeguards as per the Environment and Social Management Framework (EMSF), if any, developed by Solution Provider/DST. Co-ordinate with all concerned agencies. Ensure strict observance of labor laws by the Solution Provider. Inspect and certify that the works are completed according to the specifications on final completion before final settlement of bills. Prepare completion report for all the works. Obtain as-built drawings from the Solution Provider, whenever the urban local body (ULB) decides to take over, verify the correctness and furnish to the local body. 13

V. VI.

VII.

VIII. IX. X. XI. XII. XIII.

c. Firm/Agency/solution Provider: Water Systems India (P) Ltd. (WSI) 1.4 Role of CDC: The role of CDC will be limited to representing the client in Agreements, contracts, legal issues and related matters without any financial obligation arising out of any issue related to the Provision of Turnkey Solution by the Firm/Agency under this contract 1.5 All financial obligations towards the Firm/Agency arising out of cost of services as provided in this contract which may be made by the Firm/Agency during the course of execution of this contract will be settled by the client i.e Department of Science and Technology, Ministry of Science & Technology, Government of India. 1.6 All Invoices/Bills/Claim by the firm/Agency will be raised on Mission Cell: Water and solar Energy Department of Science and Technology Government of India Technology Bhavan, New Mehrauli Road New Delhi-110016 Attention: Scientist G/Advisor (in charge- WAR for Water Programme) 1.7 Law Governing Contract: This Contract, its meaning and interpretation, and the relation between the Parties shall be governed by the applicable laws of India. 1.8 Language: The Contract shall be executed in English, which shall be binding and controlling language for all matters relating to the meaning or interpretation of this Contract. 1.9 Headings: The headings shall not limit, alter or affect the meaning of this Contract. 1.10 Notices

1.10.1 Any notice, request or consent required or permitted to be given or made pursuant to this Contract shall be in writing. Any such notice, request or consent shall be deemed to have been given or made when delivered against acknowledgement to an authorized representative of the Party to whom the communication is addressed, or when sent by registered post/courier to the addresses specified below. Authorized representative of CDC Attention: Mr. Rajesh Parpyani Attention: Mr.N.Krishnan Firm/agency: Water Systems India (P) Ltd

14

Address with communication details: Consultancy Development Centre Core 4 B, 2nd Floor, India habitat Centre, Lodhi Road, New Delhi-110003 Phone No.:011- 24602601 Fax: 011-24602602 Email: rparpyani@cdc.org.in

Address with Communication details: H-74/F1,HIG Flats,Mullai Apartments, Thiruvalluvar Nagar,Chennai-600 041 Phone:044-24513051 Fax: 044-24511835 Email: nkrishnan59@vsnl.net wsi_india@vsnl.net

1.10.2

A Party may change its address for notice hereunder by giving the other Party notice in writing of such change to the address specified below. Authorized representative of CDC Attention: Mr. Rajesh Parpyani Attention: Mr.N.Krishnan Address with communication details: Consultancy Development Centre Core 4 B, 2nd Floor, India habitat Centre, Lodhi Road, New Delhi-110003 Phone No.:011- 24602601 Fax: 011-24602602 Email: rparpyani@cdc.org.in Address with Communication details: H-74/F1,HIG Flats,Mullai Apartments, Thiruvalluvar Nagar,Chennai-600 041 Phone:044-24513051 Fax: 044-24511835 Email: nkrishnan59@vsnl.net wsi_india@vsnl.net Firm/agency: Water Systems India (P) Ltd

1.11 Location: The Services shall be performed at such locations as are specified in Letter of Award here to and, where the location of a particular task is not so specified, at such locations, as may be specified later by DST/WAPCOS/CDC. 1.12 Authority of Leader: In case the WSI consists of a registered joint venture/consortium/ association of more than one entity, the Members shall authorize the entity specified (called Leader) to act on their behalf in exercising all the Firm/agencys rights and obligations towards CDC, DST and WAPCOS under this Contract, including without limitation the receiving of instructions and payments from WAPCOS/CDC/DST. However, each member or constituent of Consortium shall be jointly and severally liable for all obligations of the Firm/agency under the Contract. 15

1.13 Authorized Representatives: Any action required or permitted to be taken, and any document required or permitted to be executed under this Contract or any amendment thereof by CDC or the Firm/agency may be taken or executed by the officials specified below. Authorized representative of CDC Attention: Mr. Rajesh Parpyani Attention: Mr.N.Krishnan Address with communication details: Consultancy Development Centre Core 4 B, 2nd Floor, India habitat Centre, Lodhi Road, New Delhi-110003 Phone No.:011- 24602601 Fax: 011-24602602 Email: rparpyani@cdc.org.in Address with Communication details: H-74/F1,HIG Flats, Mullai Apartments, Thiruvalluvar Nagar,Chennai-600 041 Phone:044-24513051 Fax: 044-24511835 Email: nkrishnan59@vsnl.net wsi_india@vsnl.net Firm/agency: Water System India (P) Ltd

The Firm/ Agency shall issue Power of Attorney in favour of its Authorised Representative. 1.14 Taxes and Duties: The WSI shall be liable to pay all direct and indirect taxes, duties, fees and other impositions levied under the laws of India, applicable at the time of submission of the Proposal. 1.15 Fraud and Corruption

1.15.1 Definitions: It is DSTs policy to require that CDC as well as WSI observe the highest standard of ethics during the execution of the Contract. In pursuance of this policy, DST defines, for the purpose of this provision, the terms set forth as follows: (i) corrupt practice means the offering, receiving, or soliciting, directly or indirectly, of any thing of value (whether in cash or kind) to influence the action of a public official in the selection process or in Contract execution; (ii) fraudulent practice means a misrepresentation or omission of facts in order to influence a selection process or the execution of a Contract; 16

(iii) collusive practices means a scheme or arrangement between two or more Firms, with or without the knowledge of CDC, designed to establish prices at artificial, noncompetitive levels; (iv) coercive practices means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in a procurement process, or affect the execution of a Contract. 1.15.2 Measures to be taken by CDC a) CDC may terminate the Contract if it comes to know at any point of time that representatives of WSI were engaged in corrupt, fraudulent, collusive or coercive practices during the selection process or the execution of the Contract, without the WSI having taken timely and appropriate action satisfactory to CDC to remedy the situation after receipt of Notice. CDC after issue of Show Cause Notice to WSI may also sanction against the WSI, declaring the Firm/ Agency ineligible, either indefinitely or for a stipulated period of time, to be awarded a Contract, if it at any point of time comes to know that the WSI has, directly or through an agent, engaged in corrupt, fraudulent, collusive or coercive practices in competing for, or in executing, any DST-financed Contract.

(b)

1.15.3

Commissions and Fees At the time of submission of its Proposal, the WSI shall disclose any commissions or fees that may have been paid or agreed to be paid to agents, representatives, or commission agents with respect to the selection process or execution of the Contract. The information disclosed must include the name and address of the agent(s), representative, or commission agent, the amount and currency, and the purpose of the commission or fee.

2. 2.1

COMMENCEMENT, DELAYS, COMPLETION, MODIFICATION AND TERMINATION OF CONTRACT Effectiveness of Contract: This Contract shall come into force and effect on the date of acceptance of LOA or signing of the Contract or any future date as specifically stated in the Contract. Termination of contract for Failure to become effective: If the Firm/ Agency does not commence the services within 10 days after the date of the issue of LOA/ Contract signed by the Parties whichever is later, the CDC shall declare the Contract to be null and void, and in the event of such 17

2.2

a declaration CDC shall have claim for damage against the Firm/ Agency and shall also forfeit Performance Bank Guarantee. 2.3 Commencement of Services: The WSI shall begin carrying out the Services immediately but not later than ten days from the Effective Date. Programme The WSI shall submit a detailed programme to the PMA and CMA within 28 days after the Commencement Date. The WSI shall also submit a revised programme whenever the previous programme is inconsistent with actual progress or with the WSIs obligations. Each programme shall include: a) the order in which the WSI intends to carry out the Works, including the anticipated timing of each stage of design, Firm/Agency/Solution provider s Documents, procurement, manufacture, inspection, delivery to Site, construction, erection, testing, commissioning and trail operation. b) The periods for review of deliverables in Appendix E under Clause 3.15 [Firm/Agency/Solution Providers Documents] and for any other submissions, approvals and consents required. c) The sequence and timing of inspections and tests proposed by the WSI a. A general description of the methods which the WSI intends to adopt, and of the major stages, in the execution of the Works, and b. Details showing the WSIs reasonable estimate of the number of each class of Firm/Agency/Solution Providers Personnel and of each type of Firm/Agency/Solution Providers Equipment, required on the Site for each major stage. Unless the PMA, within 21 days after receiving a programme, gives notice to the Firm/Agency/Solution Provider stating the extent to which it does not comply with the Contract, the Firm/Agency/Solution Provider shall proceed in accordance with the programme, subject to his other obligations under the Contract. The PMAs Personnel shall be entitled to rely upon the programme when planning their activities. The Firm/Agency/Solution Provider shall promptly give notice to the PMA and CMA of specific probable future events or circumstances which may adversely affect or delay the execution of the Works. In this event, or if the PMA gives notice to the Firm/Agency/Solution Provider that a programme fails (to the extent stated) to comply with the Contract or to be consistent with actual progress and the Firm/Agency/Solution Providers 18

2.4

stated intentions, the Firm/Agency/Solution Provider shall submit a revised programme to the PMA/CMA in accordance with this Clause. 2.5 Determinations Whenever these conditions provide that the PMA shall proceed in accordance with this Clause to agree or determine any matter, the PMA shall consult with the Firm/Agency/Solution Provider in an endeavour to reach agreement. If agreement is not achieved, the PMA shall make a fair determination in accordance with the Contract, taking due regard of all relevant circumstances. The PMA shall give notice to the Firm/Agency/Solution Provider of each agreement or determination, with supporting particulars. Each Party shall give effect to each agreement or determination unless and until revised. 2.6 Firms/Agencys/Solution providers Claims for extension of the time for completion If the Firm/Agency/Solution Provider considers himself to be entitled to any extension of the Time for Completion, under any Clause of these Conditions or Otherwise. The Firm/Agency/Solution Provider shall be entitled to an extension of the Time for Completion if and to the extent that completion will be delayed by any of the following causes: a. A Variation (unless an adjustment to the Time for completion has been agreed) a. A cause of delay giving an entitlement to extension of time under a Clause of these conditions, unless the Contractor has not complied with the Sub-Clause, c. Unforeseeable shortages in the availability of personnel or Goods caused by epidemic, changes in Laws or other governmental actions, or d. Any delay, impediment or prevention caused by or attributable to the Client/CMA or PMAs Personnel The Firm/Agency/Solution Provider shall give notice to the PMA, CMA as soon as practicable and not later than 28 days after the event or circumstance giving rise to the claim. The Firm/Agency/Solution Provider shall also submit any other notices which are required by the Contract, and supporting particulars for the claim, all as relevant to such event or circumstance. The Firm/Agency/Solution Provider shall keep contemporary records as may be necessary to substantiate any claim, either on the Site or at another location acceptable to the PMA. Without admitting liability, the 19

PMA may, after receiving any notice under this Clause, monitor the record keeping and/or instruct the Firm/Agency/Solution Provider to keep further contemporary records. The Firm/Agency/Solution Provider shall permit the PMA to inspect all these records, and shall (if instructed) submit copies to the PMA. Within 42 days after event or circumstance giving rise to the claim, or within such other period as may be proposed by the Firm/Agency/Solution Provider and approved by the PMA, the Firm/Agency/Solution Provider shall send to the PMA a fully detailed claim which includes full supporting particulars of the basis of the claim and of the extension of time. Within 42 days after receiving a claim or any further particulars supporting a previous claim, or within such other period as may be proposed by the PMA and approved by the Firm/Agency/Solution Provider, the PMA shall respond with approval or disapproval, and/or shall request any necessary further particulars, with detailed comments. If the Firm/Agency/Solution Provider fails to comply with this or another Clause in relation to any claim, the Time for Completion shall not be extended. 2.7 Delays caused by Authorities If the following conditions apply, namely: a. The Firm/Agency/Solution Provider has diligently followed the procedures laid down by the relevant legally constituted public authorities in the Country. b. These authorities delay or disrupt the Firm/Agency/Solution Providers work, and c. The delay or disruption was not reasonably foreseeable by an experienced Firm/Agency/Solution Provider by the date for submission of the tender, Then this delay or disruption will be considered as a cause of delay under Clause 2.6 [Firm/Agency/Solution Provider Claims]. 2.8 Rate of Progress If, at any time: a. Actual progress is too slow to complete within the Time for Completion, and/or b. Progress has fallen (or will fall) behind the current programme, Other than as a result of a cause listed in Clause 2.6 [Firm/Agency/Solution Provider Claims], then the PMA may instruct the Firm/Agency/Solution Provider to submit, under Clause 2.4 [Programme], a revised programme and 20

supporting report describing the revised methods which the Firm/Agency/Solution Provider proposes to adopt in order to expedite progress and comply with the Contract. Unless the PMA notifies otherwise, the Firm/Agency/Solution provider shall adopt these revised methods, which may require increases in the working hours and/or in the numbers of Firm/Agency/Solution providers Personnel and/or Goods, at the risk and cost of the Firm/Agency/Solution provider. If these revised methods cause the Client to incur additional costs, the Firm/Agency/Solution Provider shall pay these costs to the Client, in addition to any delay damages. 2.9 Taking over of the Works and Sections The Works shall be taken over by the Client or the agency identified by the Firm/Agency/Solution Provider and approved by Client when I. the Works have been completed in accordance with the Contract and the stipulated period of O&M by WSI has been completed. 2.10 Completion of Outstanding Work and Remedying Defects In order that the Works and Firm/Agency/Solution providers Documents, and Section, shall be in the condition required by the Contract (fair wear and tear expected) by the expiry date of the relevant Defects Notification Period or as soon as practicable thereafter, the Firm/Agency/Solution Provider shall: a. Complete any work which is outstanding on the date of commissioning, within such reasonable time as is instructed by the Client, and b. Executed all work of amendment, reconstruction and remedying defects or damage, as may be notified by the PMA/Client on or before the expiry date of the Defects Notification Period for the Works or Section (as the case may be). If a defect appears or damage occurs, the PMA shall notify the Firm/Agency/Solution Provider accordingly. 2.11 Cost of Remedying Defects

All work referred to in sub-paragraph (b) of Clause 2.10 [Completion of Outstanding Work and Remedying Defects] shall be executed at the risk and cost of the Firm/Agency/Solution Provider, if and to the extent that the work is attributable to: a) The design of the Works, b) Plant, Materials or workmanship not being in accordance with the contract, c) Improper operation and maintenance which was attributable to matters for which the Firm/Agency/Solution Provider is responsible , or 21

d) Failure by the Firm/Agency/Solution Provider to comply with any other obligation. If and to the extent that the work is attributable to any other cause, the PMA/Client shall give notice to the Firm/Agency/Solution Provider accordingly.

2.12

Performance Certificate Performance of the Firm/Agency/Solution Providers obligations shall not be considered to have been completed until the PMA has issued the Performance Certificate to the Firm/Agency/Solution Provider, stating the date on which the Firm/Agency/Solution Provider completed his obligations to the PMAs satisfaction. The PMA shall issue the Performance Certificate within 28 days after the latest of the expiry dates of the Defects Notification Periods, or as soon thereafter as the Firm/Agency/Solution provider has supplied all the Firm/Agency/Solution Providers Documents and completed and tested all the Works, including remedying any defects. If the PMA fails to issue the Performance Certificate accordingly: a. The Performance Certificate shall be deemed to have been issued on the date 28 days after the date on which it should have been issued, as required by this Clause, and Only the Performance Certificate shall be deemed to constitute acceptance of the Works 2.13 Completion of Contract: Unless terminated earlier pursuant to Clause 2.18 hereof, the Firm/ Agency shall complete the entire work in the agreed time frame, which may be extended at the discretion of DST. The time frame shall begin from the date of possession of land. The Firm/Agency/Solution provider will prepare and submit to WAPCOS & CDC the DPR within 60 days of signing of the Contract.

2.14

Entire Agreement: This Contract contains all covenants, stipulations and provisions agreed by the Parties. No agent or representative of either Party has authority to make, and the Parties shall not be bound by or be liable for any other statement, representation, promise or agreement not set forth herein. Modifications or Variations: (a) Any modification or variation of the terms and conditions of this Contract, including any modification or variation of the scope of the Services, may only be made by written agreement between the Parties. 22

2.15

(b)

In cases of substantial modifications or variations, a supplementary Agreement between CDC and Firm/ Agency is required.

2.16 2.16.1

Force Majeure Definition (a) For the purposes of this Contract, Force Majeure means an event which is beyond the reasonable control of a Party, is not foreseeable, is unavoidable and not brought about by or at the instance of the Party claiming to be affected by such events and which has caused the nonperformance or delay in performance, and which makes a Partys performance of its obligations hereunder impossible or so impractical as reasonably to be considered impossible in the circumstances, and includes, but is not limited to, war, riots, civil disorder, earthquake, fire, explosion, storm, flood or other extreme adverse weather conditions, strikes, lockouts or other industrial action (except where such strikes, lockouts or other industrial action are within the power of the Party invoking Force Majeure to prevent), confiscation or any other action by Government agencies. (b) Force Majeure shall not include (i) any event which is caused by the negligence or intentional action of a Party or by or of such Partys SubFirm/agency or agents or employees, nor (ii) any event which a diligent Party could reasonably have been expected both to take into account at the time of the signing of the Contract, and avoid or overcome with utmost persistent effort in the carrying out of its obligations hereunder. (c) Force Majeure shall not include insufficiency of funds or manpower or inability to make any payment required for execution of services under this Contract.

2.16.2

No Breach of Contract: The failure of a Party to fulfill any of its obligations hereunder shall not be considered to be a breach of, or default under, this Contract insofar as such inability arises from an event of Force Majeure, provided that the Party affected by such an event has taken all possible precautions, due care and all Measures, with the objective of carrying out the terms and conditions of this Contract. Measures to be taken:

2.16.3

23

(a) A Party affected by an event of Force Majeure shall continue to perform its obligations under the Contract as far as is reasonably practical, and shall take all reasonable measures to minimize the consequences of any event of Force Majeure. (b) A Party affected by an event of Force Majeure shall notify the other Party of such event as soon as possible, and in any case not later than fourteen (14) days following the occurrence of such event, providing sufficient and satisfactory evidence of the nature and cause of such event, and shall similarly give written notice of the restoration of normal conditions as soon as possible. (c) Any period within which a Party shall, pursuant to this Contract, complete any action or task, shall be extended for a period equal to the time during which such Party was unable to perform such action as a result of Force Majeure. ` (d) During the period of their inability to perform the Services as a result of an event of Force Majeure, the Firm/ Agency, upon instructions by DST/CMA/PMA shall either: (i) Demobilize or (ii) continue with the Services to the extent possible, in which case the DST on being satisfied shall continue to pay proportionately to the Firm/ Agency on prorata basis, under the terms of this Contract. (e) In the case of disagreement between the Parties as to the existence or extent of Force Majeure, the matter shall be settled according to Clause 9 hereunder. 2.17 Suspension CDC may, by written notice of suspension to the Firm/ Agency, recommend to DST suspension of all payments to the Firm/ Agency hereunder if the Firm/ Agency fails to perform any of its obligations under this Contract, including the carrying out of the Services, provided that such notice of suspension (i) shall specify the nature of the failure, and (ii) shall allow the Firm/agency to remedy such failure, if capable of being remedied, within a period not exceeding thirty (30) days after receipt by the Firm/ Agency of such notice of suspension. 2.18 2.18.1 Termination By CDC: CDC may terminate this Contract in case of the occurrence of any of the events specified in paragraphs (a) through (h) of this Clause. (a) If the Firm/ Agency fail to remedy a failure in the performance of its obligations hereunder, as specified in a notice issued by CDC, within thirty (30) days of receipt of such notice or within such further period as CDC may have subsequently approved in writing. 24

(b) If the Firm/ Agency becomes (or, if the Firm/ Agency consists of more than one entity, if any of its Members becomes and which has substantial bearing on providing Services under this Contract) insolvent or goes into compulsory liquidation. (c) If the Firm/ Agency, in the judgment of CDC, has engaged in corrupt or fraudulent practices in competing for or in executing this Contract. (d) If the Firm/ Agency submits to CDC a false statement which has a material effect on the rights, obligations or interests of CDC. (e) If the Firm/ Agency places itself in position of conflict of interest or fails to disclose promptly any conflict of interest to CDC (f) If the Firm/ Agency fails to provide the quality services as envisaged under this Contract. The Monitoring Committee (MC) formulated to monitor the progress of the assignment may make judgment regarding the poor quality of services, the reasons for which shall be recorded in writing. The MC may decide to give one chance to the Firm/ Agency to improve the quality of the services. (g) If, as the result of Force Majeure, the Firm/agency is unable to perform a material portion of the Services for a period of not less than sixty (60) days. (h) If CDC, in its sole discretion and for any reason whatsoever, decides to terminate this Contract. In such an occurrence CDC shall give not less than thirty (30) days written advance notice before terminating the Contract of Firm/ Agency, and sixty (60) days in case of the event referred to in (h) and 90 (ninety) days in case it does not pay the Award amount as per Award against it passed by arbitration. 2.18.2 By the Firm/ Agency : The Firm/ Agency may terminate this Contract, by not less than thirty (30) days written notice to CDC in case of the occurrence of any of the events specified in paragraphs of this Clause 2.18.2. (a) If DST fails to pay any money due to the Firm/ Agency pursuant to this Contract and not subject to dispute pursuant to Clause 8 hereof within forty-five (45) days after receiving written notice from the Firm/ Agency that such payment is overdue. (b) If, as the result of Force Majeure, the Firm/ Agency is unable to perform a material portion of the Services for a period of not less than sixty (60) days. 25

(c) If CDC/Client fails to comply with any final decision reached as a result of Arbitration pursuant to Clause 8 hereof. (d) If CDC/Client is in material breach of its obligations pursuant to this Contract and has not remedied the same within forty-five (45) days (or such longer period as the Firm/ Agency may have subsequently approved in writing) following the receipt by CDC/Client of the Firm/agencys notice specifying such breach.

2.18.3 Cessation of Rights and Obligations: Upon termination of this Contract pursuant to Clauses 2.2 or 2.18 hereof, thereof, all rights and obligations of the Parties hereunder shall cease, except (i) such rights and obligations as may have accrued on the date of termination or expiration, (ii) the obligation of confidentiality set forth in Clause 3.3 hereof, (iii) the Firms obligation to pay Damages or Liquidated Damages, permit inspection, copying and auditing of their accounts and records as set forth in Clauses in the Contract hereof, and (iv) any right which a Party may have under the Law. 2.18.4 Cessation of Services: Upon termination of this Contract by notice of either Party to the other pursuant to Clauses 2.18.1 or 2.18.2 hereof, the Firm/ Agency shall, immediately upon dispatch or receipt of such notice, take all necessary steps to bring the Services to a close in a prompt and orderly manner. With respect to documents prepared by the Firm/ Agency and equipment and materials furnished by CDC, the Firm/ Agency shall proceed as provided, respectively, by Clauses 3.9 or 3.10 hereof. 2.18.5 Payment upon Termination: Upon termination of this Contract pursuant to Clauses 2.18.1 or 2.18.2 hereof, DST shall make the following payments to the Firm/ Agency. (a) If the agreement is terminated pursuant of Clause 2.18.1 (a) to (f), the Firm/ Agency shall not be entitled to receive any agreed payments upon termination of the Contract. However, DST may consider making payment for the part satisfactorily performed on the basis of Quantum Merit as assessed by it, if such part is of economic utility to DST. Under such circumstances, upon termination, CDC may also impose liquidated damages as per the provisions of Clause 9 hereof. The Firm/ Agency will be required to pay any such liquidated damages and compensation as permissible under Indian Contract Act to DST within Thirty (30) days of termination date. In the event of termination under 2.18.1 (g & h), the payment schedule as specified in this contract shall not apply and the costs of work delivered by Firm/ Agency and the cost of demobilization of firm/agency teams will be mutually decided and paid by DST

(b)

26

2.18.6 Disputes about Events of Termination: If either Party disputes whether an event specified in paragraphs (a) through (h) of Clause 2.18.1 or in Clause 2.18.2 hereof has occurred, such Party may, if it chosen within forty-five (45) days after receipt of notice of termination from the other Party, may seek settlement under Clause 8 hereof.

3. 3.1 3.1.1

THE FIRM/AGENCY General Firm/Agency/Solution Providers General Obligations The Firm/Agency/Solution provider shall design, execute and complete the Works in accordance with the Contract, and shall remedy any defects in the Works. When completed, the Works shall be fit for the purposes for which the Works are intended. The Firm/Agency/Solution provider shall provide the Plant and Firm/Agency/Solution providers Documents, and all Firm/Agency/Solution providers Personnel, Goods, consumables and other things and services, whether of a temporary or permanent nature, required in and for this design, execution, completion and remedying of defects. The Works shall include any work which is necessary to satisfy the PMAs Requirement, or is implied by the Contract, and all works which (although not mentioned in the Contract) are necessary for stability or for the completion, or safe and proper operation, of the Works. The Firm/Agency/Solution provider shall be responsible for the adequacy, stability and safety of all Site operations, of all methods of construction and of all the Works. The Firm/Agency/Solution provider shall, whenever required by the PMA, submit details of the arrangements and methods which the Firm/Agency/Solution provider proposes to adopt for the execution of the Works. No significant alteration to these arrangements and methods shall be made without this having previously been notified to the Project Management Agency.

3.2

Conflict of Interests: The Firm/ Agency shall hold DST interests paramount, without any consideration for future work, and strictly avoid conflict of interest with other assignments or their own corporate interests. If during the period of this Contract, a conflict of interest arises for any reasons, the Firm/ 27

Agency shall promptly disclose the same to CDC and seek its instructions for compliance. 3.2.1 Firm/ Agency not to benefit from Commissions, Discounts, etc.: (a) The payment of the Firm/ Agency pursuant to Clause 6 hereof shall constitute the Firm/ Agency only payment in connection with this Contract. The Firm/ Agency shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Contract or in the discharge of its obligations hereunder, and the Firm/ Agency shall use its best efforts to ensure that any Sub-Firm/agency as well as the Personnel and agents of either of them, similarly shall not receive any such additional payment on account of commission or discount, etc.

3.2.2

Firm/Agency and Affiliates Not to engage in certain activities: The Firm/ Agency agrees that, during the term of this Contract and after its termination, the Firm/ Agency and any entity affiliated with the Firm/ Agency, as well as any Sub-Firm/Agency and any entity affiliated with such Sub-Firm/Agency, shall be disqualified from providing goods, works or services resulting from or directly related to the Firm/ Agency Services

3.2.3 Prohibition of Conflicting Activities: The Firm/ Agency shall not engage, and shall cause their Personnel as well as their Sub-Firm/Agency and their Personnel not to engage, either directly or indirectly, in any business or professional activities that would conflict with the activities assigned to them under this Contract. 3.3 Confidentiality: Except with the prior written consent of CDC/Client, the Firm/ Agency and the Personnel shall not at any time communicate to any person or entity any confidential information acquired in the course of the Services, nor shall the Firm/ Agency and its Personnel make public the recommendations formulated in the course of, award of Contract and its execution. Insurance to be Taken out by the Firm/agency: The Firm/ Agency (i) shall take out and maintain, and shall cause any Sub-Firm/Agency to take out and maintain insurance, at their (or the Sub- Firm/Agency, as the case may be) own cost but on terms and conditions approved by the CDC, insurance against the risks and for the coverages specified and (ii) at CDC request shall provide evidence to CDC showing that such insurance has been taken out and maintained and that the current premiums therefore have been paid. Accounting: The Firm/ Agency (i) shall keep accurate and systematic accounts and records in respect of the Services hereunder, in accordance with accounting principles and in such form and detail as will clearly identify all relevant time charges and costs, and (ii) if so required by CDC, shall undertake to provide such information as CDC may reasonably determine as necessary in relation to the services. 28

3.4

3.5

3.6

Firm/agencys actions requiring prior approval: The Firm/ Agency shall obtain DST/CDC prior approval in writing before taking any of the following actions: (a) Sub-Contracts: the Firm/ Agency may sub-contract work relating to the Services to an extent and with such experts and entities as may be approved in advance by DST. Notwithstanding such approval, the Firm/ Agency shall always remain fully responsible for the Services. In the event that any Sub-Firm/Agency is found by DST to be incompetent or incapable or undesirable in discharging assigned duties, DST/CDC may request the Firm/ Agency to provide a replacement, with qualifications and experience acceptable to DST or to resume itself the performance of the Services.

3.7

Quality Assurance The Firm/Agency/Solution Provider shall institute a quality assurance system to demonstrate compliance with the requirements of the contract. The system shall be in accordance with the details stated in the Contract. The PMA shall be entitled to audit any aspect of the system. Details of all procedures and compliance documents shall be submitted to the PMA for information before each design and execution stage is commenced. When any document of a technical nature is issued to the PMA, evidence of the prior approval by the Firm/Agency/Solution Provider himself shall be apparent on the document itself. Compliance with the quality assurance system shall not relieve the Firm/Agency/Solution Provider of any of his duties, obligations or responsibilities under the Contract.

3.8

Reporting Obligations: The Firm/ Agency shall submit to CDC and WAPCOS Limited the reports and documents/deliverables specified in Appendix-B and Appendix-E hereto, in the form, in the numbers and within the time periods set forth in the said Appendix. Progress Reports Unless otherwise stated, monthly progress reports shall be prepared by the Firm/Agency and submitted to the PMA (one copy) and The CMA (two copies). The first report shall cover the period up to the end of the first calendar month following the Commencement Date. Reports shall be submitted monthly thereafter, each within 14 days after the last day of the period to which it relates. Reporting shall continue until the Firm/Agency has completed all work which is known to be outstanding at the completion date. 29

3.9

Each report shall include: a. Charts and detailed descriptions of progress, including each stage of design, Firm/Agencys Documents, procurement, manufacture, delivery to Site, construction, erection, testing, commissioning and trial operation; b. Photographs showing the status of manufacture and of progress on the Site; c. For the manufacture of each main item of Plant and Materials, the name of the manufacturer, manufacture location, percentage progress, and the actual or expected dates of: a. Commencement of manufacture, b. Firm/Agencys inspections, c. Tests, and d. Shipment and arrival at the Site; d. e. f. g. The details described in Clause 4.5 [Records of Firm/Agencys Personnel and Equipment]; Copies of quality assurance documents, test results and certificates of Materials; Safety statistics, including details of any hazardous incidents and activities relating to environmental aspects and public relations; and Comparisons of actual and planned progress, with details of any events or circumstances which may jeopardize the completion in accordance with the Contract, and the measures being (or to be) adopted to overcome delays.

3.10 Care and Supply of Documents Each of the Firm/Agency/Solution providers Documents shall be in the custody and care of the Firm/Agency/Solution Provider, unless and until taken over by the Client. Unless otherwise stated in the contract, the Firm/Agency/Solution Provider shall supply to the PMA six copies of each of the Firm/Agency/Solution Providers Documents. The Firm/Agency/Solution Provider shall keep, on the Site, a copy of the Contract, documents named in the Contract, the Firm/Agency/Solution Providers Documents, and Variations and other communications given under the Contract. The PMAs Personnel shall have the right of access to all these documents at all reasonable times. If a Party becomes aware of an error or defect of a technical nature in a document which was prepared for use in executing the Works, the Party shall promptly give notice to the other Party of such error or defect. 3.11 Documents Prepared by the Firm/ Agency to be the Property of DST: All plans, drawings, specifications, designs, reports, other documents and software prepared by the Firm/ Agency for DST under this Contract shall 30

become and remain the property of DST, and the Firm/ Agency shall, not later than upon termination or expiration of this Contract, deliver all such documents to CDC together with a detailed inventory thereof. The Firm/ Agency may retain a copy of such documents, but shall not use anywhere, without taking permission, in writing, from DST and DST reserves right to grant or deny any such request. If license agreements are necessary or appropriate between the Firm/ Agency and third Parties for purposes of development of any such computer programs, the Firm/ Agency shall take prior written approval to such agreements, and DST shall be entitled at its discretion to require recovering the expenses related to the development of the program(s) concerned. 3.12 Unforeseeable Difficulties The Firm/Agency/Solution provider shall be deemed to have obtained all necessary information as to risks, contingencies and other circumstances which may influence or affect the Works. By signing the Contract, the Firm/Agency/Solution provider accepts responsibility for having foreseen all difficulties and costs of successfully completing the Works. The Contract Price shall not be adjusted to take account of any unforeseen difficulties or costs, except as otherwise stated in the Contract. 3.13 Rights of Way and Facilities The Firm/Agency/Solution providers shall bear all costs and charges for special and/or temporary rights-of-way which he may require, including those for access to the Site. The Firm/Agency/Solution provider shall also obtain, at his risk and cost, any additional facilities outside the Site which he may require for the purpose of the Works. 3.14 Avoidance of Interference The Firm/Agency/Solution provider shall not interfere unnecessarily or improperly with: a. The convenience of the public, or b. The access to and use and occupation of all roads and footpaths, irrespective of whether they are public or in the possession others. The Firm/Agency/Solution provider shall indemnify and hold the PMA/CMA/Client harmless from and against all consequence of any such unnecessary or improper interference. 3.15 Firm/Agency/Solution Providers Documents The Firm/Agencys Documents shall comprise the technical documents required to be submitted by them, documents required to satisfy all regulatory approvals, and the documents described in Clause 3.20 [As-Built Documents] and Clause 3.21 [Operation and Maintenance Manuals]. Unless otherwise 31

stated, the Firm/Agencys Documents shall be written in the language for communications defined in Clause 1.7 & 1.8 [Law Governing Contract and Language]. The Firm/Agency shall prepare all Firm/Agencys Documents, and shall also prepare any other documents necessary to instruct the Firm/Agencys Personnel. The clients, CMAs and PMAs Personnel shall have the right to inspect the preparation of all these documents, wherever they are being prepared. Firm/Agencys Documents wherever these are to be submitted to the PMA for review and/or for approval, they shall be submitted accordingly, together with a notice as described below. In the following provisions of this Clause, (i) review period means the period required by the PMA for review and (if so specified) for approval Unless otherwise stated, each review period shall not exceed 21 days, calculated from the date on which the PMA/CMA/Client receives a Firm/Agencys Document and the Firm/Agencys notice. If the PMA/CMA/Client, within the review period, gives notice to the Firm/Agency that the Firm/Agencys Document fails (to the extent stated) to comply with the Contract or the requirements as determined by PMA, it shall be rectified, resubmitted and reviewed (and, if specified, approved) at the Firm/Agencys Cost. For each part of the Works, and except to the extent that the prior approval or consent of the PMA shall have been obtained: a. In the case of a Firm/Agencys Document which has (as specified) been submitted for the PMAs approval: I. the PMA/CMA/Client shall give notice to the Firm/Agency that the Firm/Agencys Document is approved, with or without comments, or that it fails (to the extent stated) to comply with the Contract; II. execution of such part of the Works shall not commence until the PMA has approved the Firm/Agencys Document; and III. the PMA shall be deemed to have approved the Firm/Agencys Document upon the expiry of the review periods for all the Firm/Agencys Documents which are relevant to the design and execution of such part, unless the PMA/CMA has previously notified otherwise. b. Execution of such part of the Works shall not commence prior to the expiry of the review periods for all the Firm/Agencys Documents which are relevant to its design and execution. c. Execution of such part of the Works shall be in accordance with these reviewed (and, if specified, approved) Firm/Agencys Documents; and 32

d. If the Firm/Agency wishes to modify any design or document which has previously been submitted for review (and, if specified, approval), the Firm/Agency shall immediately give notice to the PMA & CMA. Thereafter, the Firm/Agency shall submit revised documents to the PMA & CMA/Client in accordance with the above procedure. Any such review, consent or approval shall not relieve the Firm/Agency from any obligation or responsibility. Errors, omissions, ambiguities, inconsistencies, inadequacies and other defects shall be rectified by the Firm/Agency at his cost.

3.16 Design 3.16.1 General Obligations The Firm/Agency/Solution Provider shall carry out, and be responsible for, the design of the works. Design shall be prepared by qualified designers who are engineers or other professionals who comply with the criteria (if any) stated in the contract documents or provided by the PMA. For each part of the works, the prior consent of the PMAs representative shall be obtained to the designer and design subcontractor, if they are not named as such in the contract. Nothing contained in the contract shall create any contractual relationship or professional obligations between any designer, or a design subcontractor, and the client/CMA/PMA. The Firm/Agency/Solution Provider holds himself, his designers and design subcontractors as having the experience and capability necessary for the design. The Firm/Agency/Solution Provider undertakes that the designers shall be available to attend discussions with the PMA/clients representative or the Monitoring Committee at all reasonable times during the contract period. 3.16.2 Construction Documents The Firm/Agency/Solution Provider shall prepare construction Documents in sufficient detail to satisfy all regulatory approvals, to provide suppliers and construction personnel sufficient instruction to execute the works, and to describe the operation of the completed works. The PMA/clients representative shall have the right to review and inspect the preparation of Construction Documents, wherever they are being prepared. Each of the Construction Documents shall, when considered ready for use, be submitted to the PMAs representative for pre-construction review. In this clause, review period means the period required by the PMAs representative, which shall not exceed 21 days, calculated from the date on which the PMAs representative receives a construction document and the Firm/Agency/Solution Providers notice that it is considered ready, both for a 33

pre-construction review in accordance with this clause , and for use. If the PMAs representative, within such review period, notifies the Firm/Agency/Solution Provider that such construction Document fails(to the extent stated) to comply with the clients requirement, it shall be rectified, resubmitted and reviewed in accordance with this clause, at the Firm/Agency/Solution Providers cost For each part of the works, and except to the extent that the prior consent of the PMAs representative shall have been obtained: a. construction shall not commence prior to the expiry of the review periods for the Construction Documents which are relevant to the design and construction of such part; b. construction shall be in accordance with such Construction Documents; and c. if the Firm/Agency/Solution Provider wishes to modify any design or document which has previously been submitted for such pre-construction review, the Firm/Agency/Solution Provider shall immediately notify the PMAs representative, and shall subsequently submit revised documents to the PMAs representative for pre-construction review. If the PMAs representative instructs that further Construction Documents are necessary, the Firm/Agency/Solution Provider shall upon receiving the PMAs representatives instruction prepare such Construction Documents. Errors, omissions, ambiguities, inconsistencies, inadequacies and other defects shall be rectified by the Firm/Agency/Solution Provider at his cost 3.17 Firm/Agencys Undertaking The Firm/Agency undertakes that the design, the Firm/Agencys Documents, the execution and the completed Works will be in accordance with the following, in order of priority: a. the Laws in the Country, and the documents forming the Contract, as altered or modified by Variations according to Clause 7 (Variations) 3.18 Technical Standards and Regulations Except as otherwise stated, the design, the Firm/Agency/Solution Providers Documents, the execution and the completed Works shall comply with the Countrys technical standards, building, construction and environmental Laws, Laws applicable to the product being produced from the Works, and other standards specified in any of the Contract Documents, applicable to the Works, or defined by the applicable Laws. References in the Contract to these publications shall be understood to be references to the edition applicable on the Commencement date, unless stated otherwise. 34

ii.

If changed or new applicable technical standards or Laws come into force in the Country after the Commencement Date, the Firm/Agency shall give notice to the PMA and (if appropriate) submit proposals for compliance. In the event that: i. the PMA determines that compliance is required, and the proposals for compliance constitute a variation, then the PMA shall initiate a Variation.

3.19

Training The Firm/Agency/Solution Provider shall carry out the training of Personnel in the Operation and Maintenance of the Works to the extent required for smooth operation of the facility after taking over by the agency identified by Firm/Agency and approved by the Client.

3.20

As- Built Documents The Firm/Agency/Solution provider shall prepare, and keep up-to-date, a complete set of as-built record of the execution of the Works, showing the exact as-built locations, sizes and details of the work as executed. These records shall be kept on the Site and shall be used exclusively for the purposes of this Sub-Clause. Two copies shall be supplied to the PMA prior to the commencement of the tests on Completion. In addition, the Firm/Agency/Solution provider shall supply to the PMA as-built drawings of the Works, showing all Works as executed, and submit them to the PMA for review under Clause 3.15 [Firm/Agency/Solution providers Documents]. The Firm/Agency/Solution provider s shall obtain the consent of the PMA as to their size, the referencing system, and other relevant details. Prior to the issue of any Taking-Over Certificate, the Firm/Agency/Solution provider shall supply to the PMA the specified numbers and types of copies of the relevant as-built drawings, in accordance with the PMAs Requirements. The Works shall not be considered to be completed for the purposes of taking-over until the PMA has received these documents.

3.21

Operation and Maintenance Manuals Prior to commencement of the Tests on Completion, the Firm/Agency/Solution provider shall supply to the Client operation and maintenance manuals in sufficient detail to operate, maintain, dismantle, reassemble, adjust and repair the Plant and any other manuals required.

3.22

Design Error

35

If errors are found in the Firm/Agency/Solution providers Documents, they and the Works shall be corrected at the Firm/Agency/Solution providers cost, notwithstanding any consent or approval under this Clause 4. 4.1 FIRM/AGENCYS PERSONNEL AND SUB-FIRM/AGENCYS The Firm/ Agency shall employ and provide at its own cost such qualified and experienced Personnel and Sub-Firm/Agency as are required to carry out the Services. If CDC (i) finds that any of the Personnel has committed serious misconduct or has been charged with having committed a criminal action, or (ii) has reasonable cause to be dissatisfied with the performance of any of the Personnel, then the Firm/ Agency shall, at CDC written request specifying the grounds therefore, forthwith provide replacement with equal competence, with the consent of CDC Rates of wages and Conditions of Labour The Firm/Agency/Solution provider shall pay rates of wages, and observe conditions of labour, which are not lower than those established for the trade or industry where the work is carried out. If not established rates or conditions are applicable, the Firm/Agency/Solution provider shall pay rates of wages and observe conditions which are not lower than the general level of wages and conditions observed locally by employers whose trade or industry is similar to that of the Firm/Agency/Solution provider. 4.4 Staff and Labour

4.2

4.3

4.4.1 Engagement of Staff and Labour The Firm/Agency/Solution Provider shall make his own arrangements for the engagement of all staff and labour, local or otherwise, and for their payment, housing, feeding and transport. 4.4.2 Rates of Wages and Conditions of Labour The Firm/Agency/Solution Provider shall pay rates of wages, and observe conditions of labour, not less favourable than those established for the trade or industry where the work is carried out. If no such established rates or conditions are applicable, the Firm/Agency/Solution Provider shall pay rates of wages and observe conditions not less favourable than the general level of wages and conditions observed by PMA whose trade or industry is similar to that of the Firm/Agency/Solution Provider. 4.4.3 Persons in the Service of Others

36

The Firm/Agency/Solution Provider shall not recruit, or attempt to recruit, his staff and labour from amongst persons in the service of the PMA or the PMAs Representative. 4.4.4 Labour Laws The Firm/Agency/Solution Provider shall comply with all the relevant labour laws applying to his employees, and shall duly pay an d afford to them all their legal rights. The Firm/Agency/Solution Provider shall require all such employees to obey all applicable laws and regulations concerning safety at work.

4.5

Records of Firm/Agency/Solution Providers Personnel and Equipment The Firm/Agency/Solution Provider shall submit, to the Project Management Agency, details showing the number of each class of Firm/Agency/Solution Providers Personnel and of each type of Firm/Agency/Solution Providers Equipment on the Site. Details shall be submitted each calendar month, in a form approved by the Project Management Agency, until the Firm/Agency/Solution provider has completed all work which is known to be outstanding at the completion date stated in the Taking-Over Certificate for the Works

4.6

Plant, Materials and Workmanship

4.6.1 Manner of Execution All Plant and Materials to be supplied shall be manufactured, and all work to be done shall be executed, in the manner set out in the Contract. Where the manner of manufacture and execution is not set out in the Contract, the work shall be executed in a proper, workmanlike and careful manner, with properly equipped facilities and non-hazardous Materials, and in accordance with recognized good practice. 4.6.2 Delivery to Site The Firm/Agency/Solution Provider shall be responsible for procurement, transport, receiving, unloading and safe keeping of all Plant, Materials, Firm/Agency/Solution Providers Equipment and other things required for the completion of the Works. 4.6.3 Inspection The PMA and the PMAs Representative shall be entitled, during manufacture, fabrication and preparation at any places where work is being carried out, to 37

inspect, examine and test the materials and workmanship, and to check the progress of manufacture, of all Plant and Materials to be supplied under the Contract. The Firm/Agency/Solution Provider shall give them full opportunity to inspect, examine, measure and test any work on site or wherever carried out. The Firm/Agency/Solution Provider shall give due notice to the PMAs Representative whenever such work is ready, before packaging, covering up or putting out of view. The PMAs Representative shall than either carry out the inspection, examination, measurement or testing without unreasonable delay, or notify the Firm/Agency/Solution Provider that it is considered unnecessary. If the Firm/Agency/Solution Provider fails to give such notice, he shall, when required by the PMAs Representative, uncover such work and thereafter reinstate and make good at his own cost. 4.6.4 Testing If the Contract provides for tests, other than the tests after Completion, the firm/Agency/Solution Provider shall provide all documents and other information necessary for testing and such assistance, labour, materials, electricity, fuel, stores, apparatus and instruments as are necessary to carry out such tests efficiently. The firm/Agency/Solution Provider shall agree, with the PMAs Representative, the time and place for the testing of any Plant and other parts of the Works as specified in the Contract. The PMAs Representative shall give the Firm/Agency/Solution Provider not less than 24 hours notice of his intention to attend the tests. The Firm/Agency/Solution Provider shall provide sufficient suitably qualified and experienced staff to carry out the tests specified in the Contract. If the PMAs Representative does not attend at the time and place agreed, or if the Firm/Agency/Solution Provider and the PMAs Representative agree that the PMAs Representative shall not attend, the Firm/Agency/Solution provider may proceed with the tests, unless the PMAs Representative instructs the Firm/Agency/Solution Provider otherwise. Such tests shall be deemed to have been made in the PMAs Representatives presence. The Firm/Agency/Solution Provider shall promptly forward to the PMAs Representative duly certified reports of the tests. If the PMAs Representative has not attended the tests, he shall accept the readings as accurate. When the specified tests have been passed, the PMAs Representative shall endorse the Firm/Agency/Solution Providers test certificate, or issue a certificate to him, to that effect. 4.6.5 Rejection

38

If, as a result of inspection, examination or testing, the PMAs Representative decides that any Plant, Materials, design or workmanship is defective or otherwise not in accordance with the Contract, the PMAs Representative may reject such Plant, Materials, design or workmanship and shall notify the Firm/Agency/Solution Provider promptly, stating his reasons. The Firm/Agency/Solution Provider shall then promptly make good the defect and ensure that the rejected item complies with the Contract. If the PMAs Representative requires such Plant, Materials, design or workmanship to be retested, the tests shall be repeated under the same terms and conditions, If such rejection and retesting cause the PMA/CMA/Client to incur additional costs, such costs shall be recoverable from the Firm/Agency/Solution Provider by the PMA/CMA/Client, and may be deducted by the PMA/CMA/Client from any monies due, or to become due, to the Firm/Agency/Solution Provider. 4.7 Tests on Completion 4.7.1 Firm/Agency/Solution Providers obligations: The Firm/Agency/Solution Provider shall carry out the tests on completion in accordance with this Clause and Clause 4.6.4 (Testing), after providing the documents in accordance with Clause 3.20 (As built Drawings) and 3.21 (Operation and Maintenance Manual) . The Firm/Agency/Solution Provider shall give, to the PMAs representative, 21 days notice of the date after which The Firm/Agency/Solution Provider will be ready to carry out the Tests on Completion. Unless otherwise agreed, such tests shall be carried out within 14 days after this date, on such day or days as the PMAs representative shall instruct. In considering the results of tests on completion, the PMAs representative shall make allowances for the effect of any use of works by the PMA on the performance or other characteristics of the works. As soon as the works, or a section, have passed the tests on completion, the Firm/Agency/Solution Provider shall provide the PMAs representative and the CMA with a certified report of the results of all such tests. 4.7.2 Delayed Tests If the tests on completion are being unduly delayed by The Firm/Agency/Solution Provider, the PMAs representative may by notice require The Firm/Agency/Solution Provider to carry out such tests within 21 days after the receipt of such notice. The Firm/Agency/Solution Provider shall carry out such tests on such day or days within that period as The Firm/Agency/Solution Provider may fix and of which he shall give notice to the PMAs representative. If The Firm/Agency/Solution Provider fails to carry out the tests on completion within 21 days, the PMAs representative may himself proceed with such 39

Tests. All such tests so carried out by the PMAs representative shall be at the risk and cost of The Firm/Agency/Solution Provider. These tests on completion shall then be deemed to have been carried out in the presence of The Firm/Agency/Solution Provider and the results of such tests shall be accepted as accurate. 4.7.3 Retesting If the works, or a section, fails to pass the tests on completion, PMAs representative may require such failed tests, and the tests on completion on any related work, to be repeated under the same terms and conditions. 4.7.4 Failure to pass Tests on Completion If the works, or a section, fails to pass the tests on completion repeated under the above Clause (Retesting), the PMAs representative shall be entitled to: (a) order further repetition of tests on completion under Clause on Retesting (b) reject the works or section(as the case may be), in which event the PMA/CMA/Client shall have the same remedies against The Firm/Agency/Solution Provider as are provided under clause 8.3, 8.4 & 8.5. 4.8 Defects liability

4.8.1 Completion of Outstanding work and Remedying Defects In order that the construction Documents and the works shall be in the condition required by the contract (fair wear and tear excepted) at, or as soon as practicable after, the expiry of the Contract Period, The Firm/Agency/Solution Provider shall: (a) complete any work which is outstanding on the date of commissioning, as soon as practicable after such date, and (b) execute all work of amendment, reconstruction, and remedying defects or damage, as may be instructed by the PMA /CMA/Client during the contract period. 4.8.2 Cost of Remedying Defects All work referred to in above Clause shall Firm/Agency/Solution Provider at his own cost. 4.8.3 Failure to Remedy Defects If The Firm/Agency/Solution Provider fails to remedy any defect or damage within a reasonable time, the PMA/CMA may fix a date on or by which to remedy the defect or damage, and give The Firm/Agency/Solution Provider reasonable notice of such date. 40 be execute by The

If The Firm/Agency/Solution Provider fails to remedy the defect or damage by such date, the PMA/CMA/Client may (at his sole discretion): (a) carry out the work himself or by others, in a reasonable manner and at The Firm/Agency/Solution Providers risk and cost. The costs incurred by the Client in remedying the defect or damage shall be recoverable from The Firm/Agency/Solution Provider by the Client (b) require he PMA to determine and certify a reasonable reduction in the Contract price (c) if the defect or damage is such that the Client/beneficiary has been deprived of substantially the whole of the benefit of the works or parts of the works, terminate the contract in respect of such parts of the works as cannot be put to the intended use; the client shall then be entitled to recover all sums paid for such parts of the works together with the cost of dismantling the same, cleaning the site and returning Plant and materials to The Firm/Agency/Solution Provider 4.8.4 Further Tests If the remedying of any defect or damage is such that it may affect the performance of the works, the PMA/CMA/Client may require that tests on Completion be repeated to the extent necessary. Such tests shall be carried out in accordance with Clause 4.7(Tests on completion). 4.8.5 Performance certificate The contract shall not be considered to be completed until the Performance Certificate has been signed by the PMA and delivered to The Firm/Agency/Solution Provider, stating the date on which The Firm/Agency/Solution Provider completed his obligations to the PMAs satisfaction. Only the Performance Certificate shall be deemed to constitute approval of the Works. 4.8.6 Unfulfilled Obligations After the Performance Certificate has been issued, the Firm/Agency/Solution Provider and the Client shall remain liable for the fulfillment of any obligation which remains unperformed at that time. For the purpose of determining the nature and extent of any such obligation, the Contract shall be deemed to remain in force. 5. 5.1 OBLIGATIONS OF DST Assistance and Exemptions: Unless otherwise specified, DST shall use its best efforts to ensure that the Government shall: 41

(a) Provide the Firm/ Agency including Sub-Firm/Agency and Personnel with work permits and such other documents as shall be necessary to enable the Firm/ Agency, Sub-Firm/Agency or Personnel to perform the Services. (b) Issue to officials, agents and representatives of the Government all such instructions as may be necessary or appropriate for the prompt and effective implementation of the Services. (c) Provide to the Firm/ Agency, Sub-Firm/Agency and Personnel any such other assistance to facilitate performance of the Contract. (d) The assistance and Exemptions mentioned above shall be facilitated through the PMA. 5.2 Change in the Applicable Law Related to Taxes and Duties: If, after the date of this Contract, there is any change of rate of levy under the existing applicable Laws of India with respect to taxes and duties, which are directly payable by the Firm/ Agency for providing the services i.e. service tax or any such other applicable tax from time to time, which increase or decreases the cost incurred by the Firm/ Agency in performing the Services, then the remuneration and reimbursable expense otherwise payable to the Firm/ Agency under this Contract shall be increased or decreased accordingly by correspondence between the Parties hereto, and corresponding adjustments shall be made to the ceiling amounts specified in Clause 6.1. However, in case of any new or fresh tax or levy imposed after submission of the Proposal the Firm/ Agency shall be entitled to reimbursement on submission of proof of payment of such Tax or Levy.

5.3 Payment: In consideration of the Services performed by the Firm/ Agency under this Contract, DST shall make to the Firm/ Agency such payments and in such manner as is provided by Clause 6 of this Contract. 5.4 The other duties of DST shall be as set forth in Appendix D 6. 6.1 PAYMENTS TO THE FIRM/ AGENCY Total Cost of the Services: (a) The total cost of the Services payable is set forth in Appendix C as per the Firms proposal to CDC dated 01-03-10 and as negotiated thereafter, as per the firms communication dated: . (b) Except as may be otherwise agreed subject to Clause 6.1(c), payments under this Contract shall not exceed the amount specified in Appendix-C (c) Notwithstanding Clause 6.1(b) hereof, if pursuant to Clause 5.2 hereof, the Parties shall agree that additional payments shall be made to the Firm/ 42

Agency in order to cover any necessary additional expenditures not envisaged in the cost estimates referred to in Clause 6.1(a) above, the ceiling or ceilings, as the case may be, set forth in Clause 6.1(b) above shall be increased by the amount or amounts, as the case may be, of any such additional payments. 6.2 Currency of Payment: All payments shall be made in Indian Rupees. 6.3 Terms of Payment The payments in respect of the Services shall be made as follows: Capital Cost (a) WSI shall submit the invoice for payment when the payment is due as per the agreed terms. The payment shall be released as per the work related milestones achieved as per Appendix E and as detailed in Detailed Project Report submitted by Firm/Agency and approved by PMA. (b) Once a milestone is completed, WSI shall submit the requisite deliverables as specified in this Contract and such invoice which falls due as per schedule of payment to CDC (2 copies) and to WAPCOS(1 copy). DST shall release the requisite payment upon acceptance of the deliverables. However, if DST/CMA fails to intimate acceptance of the deliverables or its objections thereto, within Forty two (42) days of receipt of it, DST shall release the payment to WSI without further delay. (c) Final Payment: The final payment shall be made only after the final deliverable, shall have been submitted by the Firm/ Agency and approved as satisfactory by PMA/CMA The Services shall be deemed completed and finally accepted by CMA and Client and the final deliverable shall be deemed approved by CMA and Client as satisfactory after ninety (90) calendar days after receipt of the final deliverable by PMA/CMA, if within such ninety (90) day period, CMA/PMA does not give written notice to the WSI specifying in detail deficiencies in the Services specified/deliverable. The WSI shall thereupon promptly make all necessary corrections, and thereafter the foregoing process shall be repeated. Any extra amount, which DST has paid or caused to be paid in accordance with this Clause in excess of the amounts actually payable in accordance with the provisions of this Contract, shall be reimbursed by the WSI to DST within thirty (30) days after receipt by the WSI of notice thereof. Any such claim by CMA/DST for reimbursement must be made within two (2) calendar months after receipt by WSI of a final report and a final statement approved by CMA/PMA in accordance with the above. (d) For the purpose of payment under Clause 6.3 (b) above, acceptance means; acceptance of the deliverables by CMA/Client after submission by WSI.

43

(e)

If the deliverables submitted by the WSI are not acceptable to PMA/CDC/DST, reasons for such non-acceptance should be recorded in writing; DST shall not release the payment due to the WSI. This is without prejudice to CDC/Agency nominated by CDCs right to levy any liquidated damages under clause 10. In such case, the payment will be released to the WSI only after it re-submits the deliverable and which is accepted by CMA/Client/PMA.

(f) All payments under this Contract shall be made to the accounts of the WSI. (g) With the exception of the final payment under (c) above, payments made to WSI do not constitute acceptance of the Services nor relieve the Firm/ Agency of any obligations hereunder, unless the acceptance has been communicated by CDC to the WSI in writing and the WSI has made necessary changes as per the comments / suggestions of CDC communicated to the WSI. In case of earlier termination of the Contract, the payment shall be made to WSI as mentioned here with: (i) Assessment should be made about work done from the previous milestone, for which the payment is made or to be made till the date of the termination. The WSI shall provide the details of persons reasonably worked during this period with supporting documents. CDC shall be entitled to adjust/ recover Damages/ Compensation and Liquidated Damages due under the Contract. The Schedule of payment for the capital cost shall be as follows: 10% of the cost quoted as mobilisation advance against bank guarantee of equivalent amount 80% of the cost quoted will be paid over the period of completion and commissioning of all works including capacity building activities. This will be spread over the entire period of completion and commissioning of works based on the work plan and methodology of WSI and the payment schedule proposed by WSI in the Detailed Project Report and approved by CMA/Client. 10% on submission of final statement by the Firm/Agency/Solution Provider.

6.4 Schedule of Payments If Schedule of Payments Specifying the installments in which the Contract Price will be paid, then unless otherwise stated in this Schedule: 44

The installments quoted in the Schedule of Payments shall be the estimated contract values II. If these installments are not defined by reference to the actual progress achieved in executing the Works, and if actual progress is found to be less than that on which Schedule of Payments was based, then the CMA & PMA may proceed to agree or determine revised installments, which shall take account of the extent to which progress is less than that on which the installments were previously based. I.

6.5

Timing of Payments The Client shall pay to the Firm/Agency/Solution Provider: a) The first installment of the advance payment within 42 days after both Parties have signed the Contract Agreement b) The amount which is due in respect of each statement invoice, other than the final Statement, within 56 days after receiving the Statement and supporting documents; and c) The final amount due, within 42 days after receiving the final Statement and written discharge. Payment of the amount due shall be made into the bank account, nominated by the Firm/Agency/Solution Provider,

6.6

Application for Final Payment Within 56 days after receiving the Performance Certificate, the Firm/Agency/Solution provider shall submit, to the Project Management Agency/CMA, six copies of a draft final statement with supporting documents. If the Project Management Agency disagrees with or cannot verify any part of the draft final statement, Firm/Agency/Solution provider shall submit such further information as the Project Management Agency may reasonably require and shall make such changes in the draft as may be agreed between them. The Firm/Agency/Solution provider shall then prepare and submit to the Project Management Agency the final Statement as agreed. This agreed statement is referred to in these conditions as the Final Statement. If, following discussions between the Parties and any changes to the draft final statement which may be agreed between them, it become evident that 45

a dispute exists, the DST shall pay the agreed parts of the draft final statement. Thereafter, if the dispute is finally resolved, the Firm/Agency/Solution Provider shall then prepare and submit to the Project Management Agency a final Statement. 7. VARIATIONS 7.1 Right to Vary Variations may be initiated by the PMAs Representative at any time during the Contract Period, either by instruction or by a request for the Firm/Agency/Solution Provider to submit a proposal. If the PMAs Representative requests the Firm/Agency/Solution Provider to submit a proposal and subsequently elects not to proceed with the change, the Firm/Agency/Solution Provider shall be reimbursed for the Cost incurred, including design services. The Firm/Agency/Solution Provider shall not make any alteration and/or modification of the Works, unless and until the PMAs Representative instructs and approves a Variation. If the Construction Documents or Works are not in accordance with the Contract, the rectification shall not constitute a Variation. 7.2 Value Engineering The Firm/Agency/Solution Provider may, at any time, submit the PMAs Representative a written proposal which in the Firm/Agency/Solution Providers opinion will reduce the cost of constructing, maintaining or operating the Works, or improve the efficiency or value to the PMA of the completed Works, or otherwise be of benefit to the PMA. And such proposal shall be prepared at the cost of the Firm/Agency/Solution Provider and shall include the items listed in Sub-Clause 7.3. 7.3 Variation Procedure If the PMAs Representative requests a proposal, prior to instructing a Variation, the Firm/Agency/Solution provider shall submit as soon as practicable: a) A description of the proposed design and/or work to be performed and a programme for its execution. b) The Firm/Agency/Solution providers proposal for any necessary modifications to the programme, and c) The Contractors proposal for adjustment to the Contract Price, Time for Completion and/or modifications to the Contract. The PMAs Representative shall, as soon as practicable after receipt of such proposals, respond with approval, rejection or comments. 46

8. 8.1

FAIRNESS AND GOOD FAITH Good Faith: The Parties undertake to act in good faith with respect to each others rights under this Contract and to adopt all reasonable measures to ensure the realization of the objectives of this Contract. Operation of the Contract: The Parties recognize that it is impractical in this Contract to provide for every contingency which may arise during the life of the Contract, and the Parties hereby agree that it is their intention that this Contract shall operate fairly as between them, and without detriment to the interest of either of them, and that, if during the term of this Contract either Party believes that this Contract is operating unfairly, the Parties will make their best efforts to agree on such action as may be necessary to remove the cause or causes of such non-fairness, but no failure to agree on any action pursuant to this Clause may give rise to a dispute subject to Arbitration in accordance with Clause 9 hereof. Termination by CDC/Client CDC/Client shall be entitled to terminate the Contract if the Firm/Agency/Solution provider: a) Fails to comply with Performance Security b) Demonstrate the intention not to continue performance of his obligations under the Contract. c) Without reasonable excuse fails: a. To proceed with the Works in accordance with Commencement, Delays and Suspension, or b. To comply with a notice issued, within 28 days after receiving it. d) Subcontracts the whole of the Works or assigns the Contract without the required agreement. e) Becomes bankrupt or insolvent, goes into liquidation, has a receiving or administration order made against him, compounds with his creditors, or carries on business under a receiver, trustee or manager for the benefit of his creditors, or if any act is done or event occurs which (under applicable laws) has a similar effect to any of these acts or events, or f) Gives or offers to give (directly or indirectly) to any person any bribe, gift, gratuity, commission or other thing of value, as an inducement or reward: (a) For doing or forbearing to do any action in relation to the Contract, or (b) For showing or forbearing to show favour or disfavour to any person in relation to the Contract. Or if any of the Firm/Agency/Solution providers Personnel, agents or Subcontractors gives or offers to give (directly or indirectly) to any person any 47

8.2

8.3

such inducement or reward as is described in this sub-paragraph(f). Except that lawful inducements and rewards to Firm/Agency/Solution Providers Personnel shall not entitle termination. In any of these events or circumstances, the CMA may, upon giving 14 days notice to the Firm/Agency/Solution Provider, terminate the Contract and expel the Firm/Agency/Solution Provider from the Site. Except that, in the case of Sub-paragraph (e) or (f), the CMA may by notice terminate the Contract immediately. The CMAs election to terminate the Contract shall not prejudice any other rights of the CMA, under the Contract or Otherwise. The Firm/Agency/Solution Provider shall then leave the Site and deliver any required Goods, all Firm/Agency/Solution Providers Documents, and other design documents made by or for him, to the Project Management Agency. Except that the Firm/Agency/Solution Provider shall use his best efforts to comply immediately with any reasonable instructions included in the notice (i) for the assignment of any subcontract, and (ii) for the protection of life or property or for the safety of the Works. After termination, the CMA/Client may complete the Works and/or arrange for any other entities to do so. The CMA/Client and these entities may then use any Goods, Firm/Agency/Solution Providers Documents and other design documents made by or on behalf of the Firm/Agency/Solution Provider. The CMA/Client shall then give notice that the Firm/Agency/Solution Providers Equipment and Temporary Works will be released to the Firm/Agency/Solution Provider at or near the Site. The Firm/Agency/Solution Provider shall promptly arrange their removal, at the risk and cost of the Firm/Agency/Solution Provider. Except that, if by this time the Firm/Agency/Solution Provider has failed to make a payment due to the Client, these items may be sold by the Client in order to recover this payment. Any balance of the proceeds shall then be paid to the Firm/Agency/Solution Provider. 8.4 Payment after Termination After a notice of termination has taken effect, the CMA/Client may: Proceed in accordance Withhold further payments to the Firm/Agency/Solution Provider until the costs of design, execution, completion and remedying of any defects, damages for delay in completion(if any), and all other costs incurred by the Client, have been established, and/or Recover from the Firm/Agency/Solution Provider any losses incurred by the Client and any extra costs of completing the Works, after allowing for any sum due to the Firm/Agency/Solution 48

Provider. After recovering any such losses and extra costs, the Client shall pay any balance to the Firm/Agency/Solution Provider. 8.5 CMA/Clients Entitlement to Termination The CMA/Client shall be entitled to terminate the Contract, at any time for the CMA/Clients convenience, by giving notice of such termination to the Firm/Agency/Solution provider. The termination shall take effect 28 days after the later of the dates on which the Firm/Agency/Solution Providers receives this notice or the CMA/PMA/Client returns the Performance Security. The CMA/Client shall not terminate the Contract under this Sub-Clause in order to execute the Works himself or to arrange for the Works to be executed by another Firm/Agency/Solution Provider. After this termination, the Firm/Agency/Solution provider shall proceed in accordance and shall be paid in accordance 9. 9.1 SETTLEMENT OF DISPUTES Amicable Settlement: Performance of the Contract is governed by the terms & conditions of the Contract, in case of dispute arises between the Parties regarding any matter under the Contract, either Party of the Contract may send a written Notice of Dispute to the other Party. The Party receiving the Notice of Dispute will consider the Notice and respond to it in writing within Thirty (30) days after receipt. If that Party fails to respond within Thirty (30) days, or the dispute cannot be amicably settled within Sixty (60) days following the response of that Party, clause 8.2 shall become applicable.

9.2 Arbitration: In the case of dispute arising upon or in relation to or in connection with the Contract between CDC and WSI, which has not been settled amicably, any Party can refer the dispute for Arbitration under (Indian) Arbitration and Conciliation Act, 1996. Such disputes shall be referred to an Arbitral Tribunal consisting of 3 (three) arbitrators, one each to be appointed by CDC and WSI, the third arbitrator shall be chosen by the two arbitrators so appointed by the Parties which shall act as Presiding Arbitrator. In case of failure of the two arbitrators, appointed by the Parties to reach a consensus regarding the appointment of the third arbitrator within a period of Thirty (30) days from the date of appointment of the two arbitrators, the Presiding arbitrator shall be appointed by the Secretary of the Department of Science and Technology, Government of India. The Arbitration and Conciliation Act, 1996 and any statutory modification or re-enactment thereof, shall apply to these Arbitration proceedings. 9.3. Arbitration proceedings shall be held in India at New Delhi and the language of the Arbitration proceedings and that of all documents and communications between the Parties shall be English. 49

9.4 The decision of the majority of arbitrators shall be final and binding upon both Parties. The expenses of the arbitrators as determined by the arbitrators shall be shared equally by DST and WSI. However, the expenses incurred by each Party in connection with the preparation, presentation shall be borne by the Party itself. All Arbitration awards shall be in writing and shall state the reasons for the award. 9.5 Notwithstanding any references to arbitration, the parties shall continue to perform their respective work/ obligation under the Contract.

10. 10.1

LIQUIDATED DAMAGES The Parties hereby agree that due to negligence of act of any Party, if the other Party suffers losses, damages the quantification of which may be difficult, and hence the amount specified hereunder shall be construed as reasonable estimate of the damages and the Parties agree to pay such liquidated damages, as defined hereunder as per the provisions of this Contract.

10.2 The amount of liquidated damages for delay by WSI under this Contract shall not exceed 10 % (Ten Percent) of the total value of the Contract as specified in Appendix C. a. The liquidated damages for delay by WSI shall be applicable under following circumstances: I. If the deliverables are not submitted as per schedule, WSI shall be liable to pay 1% (One Percent) of the proportional cost of the services related to that deliverable for delay of each week or part thereof subject to clause 9.2. II. If the deliverables are not acceptable to PMA/CDC as mentioned in Clause 6.3 (e), and defects are not rectified to the satisfaction of PMA/CDC within 30 (Thirty) days of the receipt of the notice, the Firm/ Agency shall be liable for Liquidated Damages for an amount equal to 1% (One Percent) of proportional cost of the services (as per Appendix-C) related to that deliverable for every week or part thereof for the delay subject to clause 9.2. Notwithstanding anything mentioned above, the WSI shall not be made liable for any delay due to non availability of timely approval, time review and timely escalation by CDC/ WAPCOS 50

III.

Limited or its state level counterparts/DST or any stake holders not directly attributable to the firm/agency. 10.3 Notwithstanding anything to the contrary contained in this agreement but subject to the indemnifications specifically agreed to by the firm/agency herein, in no event shall the aggregate liability of the firm/agency under this agreement exceed the total cost of services paid to the firm/agency. Conflict of Interest

11.

11.1 DSTs policy requires that Firm/agency should provide professional, objective, and impartial advice and at all times hold DSTs interests paramount, strictly avoid conflicts with other assignments or their own corporate interests. 11.2 Without limitation on the generality of the foregoing, WSI, and any of their affiliates, shall be considered to have a conflict of interest and shall not be engaged by DST/CDC, under any of the circumstances set forth below: Conflicting assignments A WSI (including its Personnel and Sub-Firm/Agencies) or any of its affiliates shall not be hired for any assignment that, by its nature, may be in conflict with the assignment of the Firm/Agency or other work to be executed for the same or other of CDC.

11.2.1

11.2.2 Conflicting relationships A Firm/ Agency (including its Personnel and Sub-Firm/Agencies) that has a business or family relationship with a member of CMA/PMA/Client staff who is directly or indirectly involved in any part of (i) the preparation of the Terms of Reference of the assignment, (ii) the selection process for such assignment, or (iii) supervision of the Contract, may not be awarded a Contract, unless the conflict stemming from this relationship has been resolved in a manner acceptable to CDC throughout the selection process and the execution of the Contract. 11.2.3 WSI have an obligation to disclose any situation of actual or potential conflict that impacts their capacity to serve the best interest of CDC/DST or that may reasonably be perceived as having this effect. Failure to disclose said situations by Firm/Agency may lead to the disqualification of the Firm/ Agency or termination of its Contract 11.2.4 Association of Sub-Firm/Agencies In case WSI intends to associate Sub-Firm/Agencies (who have not been short listed) and/or individual expert(s), such Sub-Firm/Agency and/or individual expert(s) shall be subject to prior approval of DST 12. Performance security

51

12.1

For the due performance of the program/ project in accordance with the terms and conditions specified in the Letter of Award (LOA), the Firm/Agency/Solution Provider shall on the day or before signing the Contract which shall not be later than 30 (thirty) days of the issue of the Letter of Award, furnish to CDC a performance security in the form of an irrevocable and unconditional Bank Guarantee for an amount equal to 10% (Ten Percent) of Contract Value. The Bank Guarantee shall be, issued by the State Bank of India or any Nationalized or Scheduled Indian Bank, approved by the Reserve Bank of India and acceptable to CDC. The Bank Guarantee shall be in the Proforma acceptable to CDC by CDC (Appendix F). It is expressly understood and agreed that the performance security is intended to secure the performance of entire Contract. It is also expressly understood and agreed that the as performance security is not to be construed to cover all the damages detailed / stipulated in various clauses in the Contract document. The performance Bank Guarantee shall be initially valid for six months after the scheduled completion date. It will be discharged by CDC and returned to WSI not later than 6 (six) months following the date of completion of the Firms obligations, under the Contract.

12.2

12.3

12.4

12.5 Should the project period, for whatever reason be extended, WSI shall at his own cost, get the validity period of Bank Guarantee in respect of performance security furnished by him extended and shall furnish the extended / revised Bank Guarantee to CDC before the expiry date of the Bank Guarantee originally furnished. 13 13.1 Risks and Responsibility Indemnities The Firm/Agency/Solution Provider shall indemnify and hold harmless the PMA, the CMA/Clients Representative, and their respective employees and agent, from and against all claims, damages, losses and expenses (including legal fees and expenses) to the extent that they arise out of or result from the works, including the Firm/Agency/Solution Providers design, execution, completion and the remedying of any defects. These indemnification obligations shall be limited, other than in the case of accident or injury to Firm/Agency/Solution Providers Personnel, to claims, damages, losses or expenses which are: (a) attributable to bodily injury, sickness, disease or death, or a damage to or loss of property (other than the works), including consequential loss, and 52

(b)

caused by a breach of the Contract, negligence, or other legally actionable wrong, by the Firm/Agency/Solution Provider or anyone directly or indirectly employed by the Firm/Agency/Solution Provider or for whom the Firm/Agency/Solution Provider is otherwise responsible.

13.2

Firm/Agency/Solution Providers Care of the works The Firm/Agency/Solution Provider shall take full responsibility for the care of the works and Goods from the Commencement Date until the Taking-Over Certificate is issued (or is deemed to be issued) for the Works, when responsibility for the care of the Works shall pass to the Agency identified for subsequent O&M of the facility/works (on completion of O&M period by WSI) After responsibility has accordingly passed to the Agency identified for subsequent O&M of the facility/works, the Firm/Agency/Solution Provider shall take responsibility for the care of any work which is outstanding on the date stated in a Taking-Over Certificate, until this outstanding work has been completed. If any loss or damage happens to the Works, Goods or Firm/Agency/Solution Providers Documents during the period when the Firm/Agency/Solution Provider is responsible for their care, from any cause not listed in Clause 13.3 [Clients Risks], the Firm/Agency/Solution Provider shall rectify the loss or damage at the Firm/Agency/Solution Providers risk and cost, so that the Works, Goods and Firm/Agency/Solution Providers Documents conform with the Contract. The Firm/Agency/Solution Provider shall also be liable for any loss or damage caused by any actions performed by the Firm/Agency/Solution Provider after a Taking-Over Certificate has been issued.

13.3

Clients Risks

The risks referred to in Clause 13.4 below are: (a) (b) (c) (d) war, hostilities (Whether war be declared or not), invasion, act of foreign enemies, rebellion, terrorism, revolution, insurrection, military or usurped power, or civil war, within the country, riot, commotion or disorder by persons other than the Firm/Agency/Solution Providers Personnel and other employees of the Firm/Agency/Solution Provider, ionising radiation or contamination by radio-activity, except as may be attributable to the Firm/Agency/Solution Providers use of such radiation or radio-activity, and 53

(e)

pressure waves caused by aircraft or other aerial devices traveling at sonic or supersonic speeds.

13.4 Consequences of Clients Risks If and to the extent that any of the risks listed in Clause 13.3 above results in loss or damage to Works, Goods or Firm/Agency/Solution Providers Documents, the Firm/Agency/Solution Provider shall promptly give notice to the PMA/CMA and shall rectify this loss or damage to the extent required by the PMA/CMA/Client. If the Firm/Agency/Solution Provider suffers delay and/or incurs Cost from rectifying this loss or damage, the Firm/Agency/Solution Provider shall give a further notice to the PMA/CMA and shall be entitle subject to Sub-Clause 2.6 [Firm/Agency/Solution Providers Claims] to: (a) (b) An extension of time for any such delay, if completion is or will be delayed, under Sub-Clause 2.6 [Firm/Agency/Solution Providers Claims for Extension of Time for Completion], and payment of any such Cost, which shall be added to the Contract Price.

After receiving this further notice, the PMA shall proceed in accordance with SubClause 2.5 [Determinations] to agree or determine these matters 13.5 Notice of Force Majeure

If a party is or will be prevented from performing any of its obligations under the Contract by Force Majeure, then it shall give notice to the other Party of the event or circumstances constituting the Force Majeure and shall specify the obligations, the performance of which are or will be prevented. The party shall, having given notice, be excused performance of such obligations for so long as such Force Majeure continues. 14. Confidentiality

Information relating to evaluation of Proposals and recommendations concerning awards shall not be disclosed to the Firm/agency who submitted the Proposals or to other persons not officially concerned with the process. The undue use by any Firm/ Agency of confidential information related to the process may result in the rejection of its Proposal and may be subject to the provisions of the CDCs antifraud and corruption policy. 15. Taxes 15.1 The WSI shall include all local taxes and duties on amounts payable by the WSI under the Contract. All taxes including Service Tax, duties and other impositions as applicable in India are deemed to be included in the Financial Proposals. 54

15.2 The Financial Proposal includes all commercial prices inclusive of all the taxes, duties and levies, etc. applicable at the time of submission of Proposals. 16 Contract Price 16.1 Contract price shall remain firm and fixed for the entire Contract period, except changes in the Tax Laws. 17. Transfer of Contract 17.1 WSI shall not assign or transfer the contract or any part thereof without prior written consent of CDC 17.2 WSI shall act as an independent entity fully performing responsible for all services under the contract. It shall maintain complete control over its SubFirm/agency and employees, which shall in no case, represent CDC/DST/WAPCOS Ltd or act in its name without written its prior written approval. 18 Miscellaneous provisions: (i) (ii) (iii) (iv) (v) Nothing contained in this Contract shall be construed as establishing or creating between the Parities, a relationship of master and servant or principal and agent. Any failure or delay on the part of any Party to exercise right or power under this Contract shall not operate as waiver thereof. The Firm/ Agency shall notify CDC of any material change in its status as legal entity, in particular, where such change or winding up proceeding which would impact on performance of obligations under this Contract. Each member/constituent of the Firm/Agency, in case of a consortium, shall be jointly and severally liable to and responsible for all obligations towards CDC /Government for performance of services. The Firm/ Agency shall at all times indemnify and keep indemnified CDC /Government of India against all claims/damages etc. for any infringement of any Intellectual Property Rights (IPR) while providing its services under the Contract. The Firm/agency shall at all times indemnify and keep indemnified CDC/ Government of India against any claims in respect of any damages or compensation payable in consequences of any accident or injury sustained or suffered by its (WSI) employees or agents or SubFirm/Agency or caused by any action, omission or operation conducted by or on behalf of the Firm/Agency. The Firm/agency shall at all times indemnify and keep indemnified DST, GoI against any and all claims by Employees, Workman, Firm/Agency, Sub-Firm/Agency, suppliers, agent(s), employed engaged or otherwise working for the Firm/Agency, in respect of their wages, salaries, remuneration, compensation or the like. 55

(vi)

(vii)

(viii) (ix)

All claims regarding indemnity shall survive the termination or expiry of the Contract. It is acknowledged and agreed by all Parties that there is no representation of any type, implied or otherwise, of any absorption, regularization, continued engagement or concession or preference for employment of persons engaged by WSI for any subsequent engagement, service or employment in any capacity in any office or establishment of the Government of India / CDC

56

III. APPENDICES APPENDIX- A DESCRIPTION OF SERVICES 1. Drinking Water Design, supply, construction, installation, commissioning of one set of Drinking water RO systems with complete assemblies including operation and maintenance for 2 years from the date award of contract. The detailed scope of works will include the following activities for the individual projects. a. b. c. d. e. f. g. h. i. j. k. l. Site survey and selection of site for installation Water quality survey & Testing of water samples Basic Engineering package including Process design & Hydraulic design Detailed Engineering & Construction Drawings Equipment supply for Drinking water treatment plant Construction of Civil structures with compound wall which also includes Product water room and RO plant room. Supply of Electrical, Instrumentation and Interconnecting Piping works Erection and commissioning of all the drinking water RO Plant Performance guarantee of the systems Operation and maintenance of all the Drinking water RO Plants Product water storage within the Plant Facilities & Distribution strategy Reject management including collection and conveyance to the proposed waste water treatment plants.

2. Water Distribution Network 2.1 Existing Distribution Net work a. b. c. d. e. To study the existing net work thoroughly To assess the capacity of existing infrastructure with the future needs To suggest additional distribution methods as and when needed To coordinate with local authorities to improve the net work utilities To utilize the available net work for the proposed additional water

2.2 Proposes Interconnection between Existing Distribution Net Work and new water treatment facilities a. Good quality RO product water will be stored in a HDPE tank and the water shall be distributed by the local authorities to consumer.

57

3. Waste water collection network a. To build diversion channels from the existing drains to the proposed collection sump of the two waste water treatment plants. b. To suggest additional drains for conveying the waste water to treatment plant as and when needed. c. To coordinate with local authorities to improve the cleaning and maintenance of existing open drain facilities. 4. Waste water treatment plants Design, construction, supply, installation, commissioning of one set of 650 m 3/day capacity waste water treatment with complete assemblies including operation and maintenance for 2 years from the date of award of contract. The detailed scope of works will include the following activities for the individual projects. a. b. c. d. e. f. g. h. i. Site survey and selection of site for installation Waste water quality survey & Testing of sewage samples Basic Engineering package including Process design & Hydraulic design Detailed Engineering & Construction Drawings Equipment supply for Waste water treatment plant Construction of civil works with compound wall. Erection and commissioning of waste water treatment plants Operation and maintenance of waste water treatment plants Sludge management and disposal in coordination with local Panchayat authorities. j. Construction of 2 nos. Lagoons for treated waste water storage. 5. Waste Water Reuse Facility a. Suitable pumps shall be provided for conveying the treated waste water to the reuse/disposal point. b. To assess the suitable alignment for conveyance line to the disposal point. c. Supply and laying of 160 mm OD HDPE pipes of 1.0 KM long along with suitable fittings to the disposal point. Additional pipe lines will be laid as per the unit rate to be discussed and agreed mutually. d. To coordinate with local authorities for reuse of waste water for Agriculture and Gardening with in Panchayat limits. e. To conduct workshop & awareness campaign on the benefits of waste water reuse and judicial use of water for Agriculture purpose. 6. Rain Water Harvesting System To study the existing rain water harvesting system available in the Panchayat limits thoroughly. 58

 To assess the capacity of existing infrastructure with the future needs. To suggest additional harvesting methods as and when needed. To coordinate with local authorities to improve the rain water harvesting utilities. To augment the rain water structure near the proposed water treatment plant and water source so as to improve the water availability. 7. Capacity Building for the Bhuja Bhuja Village Cluster Designing and installation of water purification plants and waste water treatment plants for several years now. In order to make the projects viable and successful it is imperative to undertake the following studies as well conduct workshops and benefits of the good quality water & waste water treatment plants. Undertake the sustainability studies as well as Environmental impact assessments of these projects. These reports shall be discussed with the local authorities as well as stake holders for disseminating this information to all the stake holders. The local people will also be encouraged to participate and own the systems that are installed for their benefits. Unless the community participation is achieved, it will be very difficult to sustain these projects.

Conduct the workshops on the following topics to ensure the water quality awareness is achieved by the local population. 1. Optimum usage of water for Irrigation and related topics on Agriculture Optimum Usage of water for drinking and cooking Leakage prevention at household level to Panchayat level Environment Hygiene for protecting the fresh waster bodies. Community participation Environmental Impact Assessment and benefits of these projects Waste water reuse for Agriculture purpose

2. 3. 4. 5. 6. 7.

These information flow from either side which will help to understand their need better and serve them better for long term. In addition, the local talents will be train in operation and maintenance of these units by deputing personnel. Hence solution provider shall be adopting the same strategy of deploying their own man power for operation and maintenance of the water purification systems. During the operation and maintenance of systems solution providers depute experienced Engineers and Scientists during the plant commissioning stage to train the local body operators and personnel. By the time, solution provider has completed the contract operations satisfactorily, the local manpower is ready to operate and maintain the plant on their own independently. However, supervisory as well as scientific personnel shall be 59

deputed from the head office as and when necessary to help the local body authorities to undertake the emergency maintenance and plant performance monitoring. Solution provider shall also supply adequate number of operation and maintenance manual for the local body engineers to study the plant operating philosophy so that they can independently handle the systems after our withdrawal from the project. The services that will be undertaken for training at site as well as in the site laboratory shall be as follows: Depute the engineer during the general shift to train the operators for the water and sewage treatment plant. Teaching the local scientist to maintaining the process parameters such as MLSS, SVI and DO for waste water and Turbidity, Suspended solids, Total dissolved solids for drinking water. Training them in maintaining the log book for maintenance by operators. Training them in maintaining the operation and house keeping of the plant area.

8. Operation and Maintenance * 1. Depute experienced Engineers and Scientists during the plant commissioning stage and at the time, also hire the local talented technician for operation and maintenance of the plant. 2. By the time, the performance standard of the plants will be achieved, the local manpower is ready to operate and maintain the plant on their own independently. 3. Supervisory as well as scientific personnel shall be deputed from the head office as and when necessary to help the local manpower to undertake the preventive maintenance and plant performance monitoring. Following are the services to be provided under operation & maintenance: Depute the plant supervisor during the General shift and operate the water and sewage treatment plant in two shifts. Maintaining the process parameters such as MLSS, SVI and DO for waste water and Turbidity, Suspended solids, Total dissolved solids for drinking water. Maintaining the log book for maintenance by operators Maintaining the operation and house keeping of the plant area. Assistance in performance testing and reporting of Raw treated effluent samples as and when necessary. Supply of chemicals, spare parts, consumables such as oil, grease and diesel for up keep of the plant.

The operation and maintenance of sewage treatment plant will meet the discharge standards laid down by the APPCB. 60

* A detailed description of services, activities, deliverables, payment, schedule etc for operation and maintenance will be finalized in due course of time between WSI and DST/CDC in the form of Annual Plan for Operation & Maintenance. The finalized document on Annual Plan for Operation & Maintenance will form an integral part of this contract as Appendix G.

61

APPENDIX B REPORTING REQUIREMENTS Department of Science and Technology (DST), Ministry of Science and Technology, Government of India has appointed WAPCOS Limited as Project Management Agency and Consultancy Development Centre (CDC) as Contract Management Agency for this project. WSI has to report and submit every document/report/invoice or bill as per activity schedule, Description/scope of work and terms of payment to WAPCOS Limited, who will after requisite processing, verification, seeking of clarifications etc., forward the same to CDC, normally in 7 days time. CDC will forward the invoices, bills to DST for release of payment to the WSI. WSI will interact with WAPCOS Limited for any local assistance/coordination/approvals/facilitation. The contact details of the WAPCOS officials for this purpose will be as follows: 1. Dr.Aman Sharma Chief Engineer (Envt.) WAPCOS Limited 76-C, Institutional Area, Sector-18 Gurgaon-122015 Haryana Phone: 0124-2397396 9811487830(M) Email: aman68@rediffmail.com wapcos.cfe@gmail.com 1. A.Stephen Leo Additional Chief Scientist(Envt) WAPCOS Limited 76-C, Institutional Area, Sector-18 Gurgaon-122015 Haryana Phone: 0124-2397396 9868533930(M) Email: leojoan1963@gmail.com wapcos.cfe@gmail.com

In addition to the documents given in Activity Schedule in Appendix E, following will also be required to be submitted by WSI: 62

a) Inception report to CDC and WAPCOS Limited b) Monthly progress reports of physical & financial status to CDC and WAPCOS Limited c) DPR, Designs, drawing, PERT/CPM chart etc of all activities to CDC and WAPCOS Limited for approval d) Solution provider will submit documentary evidence in support of expenditures on capital goods, land and building etc to project management consultants (PMC) WAPCOS Limited for onward submission to CDC and CDC. e) WSI will submit audited statement of Expenditure and Utilization certificate for utilization of grants towards capital expenditure as per DST prescribed formats to CDC. f) WSI shall made available books of accounts relating to the project for audit by statutory auditors/CAG as and when required. g) O & M Manuel to be submitted to CDC and WAPCOS Limited h) Submit a final report on commissioning of the project covering all the relevant documents from possession of land to the commissioning of facility to CDC and WAPCOS Limited. i) Submit monthly reports on O&M alongwith test reports of output water quality for different uses at different outlet points to CDC and WAPCOS Limited j) Detailed plan of management transfer and operation beyond 2 years of O&M by WSI to CDC.

63

APPENDIX C TOTAL COST OF SERVICES IN INDIAN RUPEES The total cost for providing solution for Water challenges under the Technology Mission WAR FOR WATER for CLUSTER No.1 Bhuja Bhuja Town Panchayat, Nellore District of Andhra Pradesh shall be Rs. 5,52,68,350.00/- (Five Crores Fifty Two Lakhs Sixty Eight Thousand Three Hundred Fifty only) inclusive of all taxes. The breakup is as follows: Capital Cost: Fin. I Capital Cost Fin. II Cost of services for Erection and Commissioning Total O & M Cost: Fin. III Cost of Operation & Maintenance - Rs 8,930,000.00/ Rs. 4, 17, 20,000.00/ Rs. 46,18,350.00/---------------------------- Rs. 4, 63, 38,350.00/----------------------------

Note: At the time of DPR the cost as per Fin. III is to be sub-divided into fixed cost and variable cost components and submitted to DST.

64

APPENDIX D DUTIES OF DST a. b. DST shall make the land available free of cost DST shall facilitate in smooth completion of the project

65

APPENDIX E ACTIVITIES AND DELIVERABLES AGAINST EACH ACTIVITY

1. For drinking water Sr. No. 1. 2. 3. 4. 5. Activity Responsibi lities WSI CDC and WAPCOS Limited WSI WSI WSI Deliverables and documentary evidence Survey report Report & relevant document Relevant documents to be submitted Test reports Report including process & Hydraulic design Report including detailed engineering & construction drawing Report Physical infrastructure & relevant document to be submitted Physical infrastructure & relevant document to be submitted Physical infrastructure & relevant Time Line 0th -4th week 4th-8th week 4th-8th week 2nd-6th week 0th-8th week CDC and WAPCOS Limited CDC and WAPCOS Limited CDC and WAPCOS Limited CDC and WAPCOS Limited CDC and WAPCOS limited CDC and WAPCOS Limited CDC and WAPCOS Limited CDC and WAPCOS Limited To be submitted to CDC and WAPCOS Limited Approved by (Agency) WAPCOS Limited WAPCOS Limited WAPCOS Limited WAPCOS Limited WAPCOS Limited Dependencies

Site survey & selection of site Land allocation Take possession of land Water quality survey & Testing of water sample Basic Engineering package including Process design & hydraulic design Detailed Engineering & Construction Drawings & its approval by PMC Detailed Project Report Construction of civil structure

None Site Survey report Allocation of land None None

6.

WSI

4th-6th week

WAPCOS Limited

None

7 8.

WSI WSI

0th-8th Week 4th -32nd week 7th -14th week 8th -15th week

WAPCOS Limited WAPCOS Limited

Signing Contract Possession of land by WSI

8a.

Civil work of product water room Civil work of RO Plant room

WSI

WAPCOS Limited

8b.

WSI

WAPCOS Limited

66

9.

Supply of Electrical, Instrumentation & interconnec-ting piping works Erection & commissioning Performance guarantee of the systems Operation & maintenance Water Storage & distribution strategy & its approval by PMC Reject management

WSI

document to be submitted Copies of relevant bills, drawings & specifications

20th -28th week

CDC and WAPCOS Limited

WAPCOS Limited

10. 11. 12.

WSI WSI WSI

Commissioning report Performa Guarantee O&M manuals and Detailed O&M plan in a report form Report

28th 32nd week 32nd 33rd week 48th -152nd week 20th 22nd week 22nd 24th week

CDC and WAPCOS Limited CDC and WAPCOS Limited CDC and WAPCOS Limited CDC and WAPCOS Limited CDC and WAPCOS Limited

WAPCOS Limited WAPCOS Limited WAPCOS Limited WAPCOS Limited WAPCOS Limited

Approval of detailed engineering and construction drawing by WAPCOS All the previous activities Commissioning Successful commissioning letter from WAPCOS None

13.

WSI

14.

WSI

Detailed Activity plan and execution in a form of report

None

2.

Water Distribution network Existing Distribution Network

Sr. No. 1. 2.

Activity

Responsibilit ies WSI WSI

3.

Study the existing network thoroughly Assess the capacity of existing infrastructure with the future needs Suggest additional distribution methods as and when needed

Deliverables and documentary evidence Detailed Report Detailed Report

Time Line 16th-20th week 16th-20th week

To be submitte d to CDC and WAPCOS Limited CDC and WAPCOS Limited CDC and WAPCOS Limited

Approved by (Agency) WAPCOS Limited WAPCOS Limited

Dependencies

None None

WSI

Detailed Report

16th-20th week

WAPCOS Limited

None

67

4.

5.

Co-ordinate with local authorities to improve the network abilities Utilize the available network for the proposed additional water

WSI

Detailed Report Detailed Report

16th-20th week 16th-20th week

CDC and WAPCOS Limited CDC and WAPCOS Limited

WAPCOS Limited WAPCOS Limited

None

WSI

None

3. Waste water collection network Sr. No . 1. Activity Responsibilit ies Deliverables and documentary evidence Suggestions Time Line 7th 20th week To be submitte d to CDC and WAPCOS Limited Approved by (Agency) WAPCOS Limited Dependencie s None

2.

3.

Build diversion WSI channels from the existing drains to the proposed collection sump of the two waste water treatment plants Suggest WSI additional drains for conveying the waste water to treatment plant as and when needed Co-ordinate with WSI local authorities to improve the cleaning and maintenance of existing open drain facilities

Suggestions

CDC and WAPCOS Limited

WAPCOS Limited

None

Relevant documents to be submitted

0th -32nd week

CDC and WAPCOS Limited

WAPCOS Limited

None

68

4. Waste Water treatment plants Sr. No . 1. 2. 3. 4. 5. Activity Responsibilit ies WSI CDC and WAPCOS Limited WSI WSI WSI Deliverables and documentary evidence Survey report Report & relevant documents Relevant documents to be submitted Test reports Report including process & Hydraulic design Report including detailed engineering & construction drawing Copies of relevant bills, drawings & specifications Physical infrastructure & relevant documents to be submitted Physical infrastructure & relevant documents to be submitted Physical infrastructure & relevant documents to be submitted Physical Time Line 2nd 4th week 4th 8th week 4th 8th week 2nd 6th week 0th 8th week CDC and WAPCOS Limited CDC and WAPCOS Limited CDC and WAPCOS Limited CDC and WAPCOS Limited WAPCOS Limited WAPCOS Limited WAPCOS Limited To be submitte d to CDC and WAPCOS Limited Approved by (Agency) WAPCOS Limited Dependencies

Site survey & selection of site Land allocation Take possession of land Water quality survey & Testing of water sample Basic Engineering package including Process design & hydraulic design Detailed Engineering & Construction Drawings & its approval by PMC Supply of equipments for plant

None Site survey report Allocation of land None None

6.

WSI

4th 6th week

WAPCOS Limited

None

7.

WSI

8th 28th week

CDC and WAPCOS Limited

WAPCOS Limited

8.

Construction of civil structure

WSI

7th- 32nd week

CDC and WAPCOS Limited CDC and WAPCOS Limited CDC and WAPCOS Limited CDC and

WAPCOS Limited

Approval of detailed engineering & construction drawing by WAPCOS Possession of land by WSI

8a.

Civil work of Pretreatment & collection sump Civil work of Anaerobic fixed film reactor Civil work of

WSI

7th-20th week

WAPCOS Limited

8b.

WSI

8th-20th week

WAPCOS Limited

8c.

WSI

14th-24th

WAPCOS

69

Corrusel Aerobic Bio reactor 8d. Civil work of settling tank WSI

8e.

Civil work of Parshall flume

WSI

8f.

Civil work of Chlorine contact tank Civil work of Filter feed sump

WSI

8g.

WSI

8h.

Civil work of Product water sump Civil work of Sludge drying bed Civil work of MCC Room

WSI

8i.

WSI

8j.

WSI

8k.

Civil work of Treated waste water lagoons Erection & commissioning Operation & maintenance

WSI

9. 10.

WSI WSI

infrastructure & relevant documents to be submitted Physical infrastructure & relevant documents to be submitted Physical infrastructure & relevant documents to be submitted Physical infrastructure & relevant documents to be submitted Physical infrastructure & relevant documents to be submitted Physical infrastructure & relevant documents to be submitted Physical infrastructure & relevant documents to be submitted Physical infrastructure & relevant documents to be submitted Physical infrastructure & relevant documents to be submitted Commissionin g report O&M manuals and Detailed O&M plan in a report form

week

WAPCOS Limited CDC and WAPCOS Limited CDC and WAPCOS Limited CDC and WAPCOS Limited CDC and WAPCOS Limited CDC and WAPCOS Limited CDC and WAPCOS Limited CDC and WAPCOS Limited CDC and WAPCOS Limited CDC and WAPCOS Limited CDC and WAPCOS Limited

Limited

15th-24th week

WAPCOS Limited

18th-22nd week

WAPCOS Limited

18th-26th week

WAPCOS Limited

20th-28th week

WAPCOS

20th-28th week

WAPCOS Limited

8th-16th week

WAPCOS Limited

19th-27th week

WAPCOS Limited

16th-28th week

WAPCOS Limited

28th 48th week 48th152nd week

WAPCOS Limited WAPCOS Limited

All the previous activities Successful Commissioning letter from WAPCOS

70

11.

12.

Sludge management & disposal in coordination with local panchayat authorities Construction of 2 nos. Lagoons for treated waste water storage

WSI

Detailed Activity plan and execution in a form of report Physical infrastructure & relevant documents to be submitted

22nd -24th week

CDC and WAPCOS Limited

WAPCOS Limited

None

WSI

To be discusse d

CDC and WAPCOS Limited

WAPCOS Limited

None

5. Waste water Reuse Facility Sr. No . 1. Activity Responsibilit ies WSI Deliverables and documentary evidence Copies of relevant bill, documents & specifications Time Line 28th -32nd Week To be submitte d to CDC and WAPCOS Limited Approved by (Agency) WAPCOS Limited Dependencies

2.

3.

4.

5.

Suitable pumps will be provided for conveying the treated waste water to the reuse/disposal point Assess the suitable alignment for conveyance line to the disposal point Supply and laying of 160mm OD HDPE pipe lines will be laid as per the suitable fittings to the disposal point. Coordinate with local authorities for reuse of waste water for Agriculture and Gardening within the Panchayat limits Conduct workshop & awareness campaign on the benefits of waste water reuse and

None

WSI

Relevant document

8th-16th week

CDC and WAPCOS Limited

WAPCOS Limited

None

WSI

Physical infrastructure & relevant documents to be submitted Physical infrastructure & relevant documents to be submitted

16th-24th week

CDC and WAPCOS Limited

WAPCOS Limited

None

WSI

0th-32nd week

CDC and WAPCOS Limited

WAPCOS Limited

None

WSI

Detailed report

32nd week

CDC and WAPCOS Limited

WAPCOS Limited

None

71

judicial use of water for agriculture purpose 6. Rain Water Harvesting System Sr. No . 1. Activity Responsibilit ies WSI Deliverables and documentary evidence Study Report Time Line 4th-12th week To be submitte d to CDC and WAPCOS Limited Approved by (Agency) WAPCOS Limited Dependencies

2.

3.

4.

5.

Study existing rain water harvesting system available in the Panchayat limits thoroughly Assess the capacity of existing infrastructure with the future needs Suggest Additional Harvesting methods as & when needed Coordinate with local authorities to improve the rain water harvesting utilities Augment the rain water structure near the proposed water treatment plant & water source so as to improve the water availability

None

WSI

Report

4th-12th week

CDC and WAPCOS Limited CDC and WAPCOS Limited CDC and WAPCOS Limited CDC and WAPCOS Limited

WAPCOS Limited

None

WSI

Suggestions

4th-12th week

WAPCOS Limited

None

WSI

Reports & relevant documents to be submitted relevant document to be submitted

8th-16th week

WAPCOS Limited

None

WSI

0th 32nd week

WAPCOS Limited

None

72

7. Capacity Building Sr. No . 1. Activity Responsibiliti es WSI Deliverables and documentary evidence Study Report Time Line 4th-12th Week To be submitte d to CDC and WAPCOS Limited CDC and WAPCOS Limited CDC and WAPCOS Limited Approved by (Agency) WAPCOS Limited Dependencies

2.

Sustainability and Environment impact assessments study Conduct the workshops on various topics Train the local talents in O&M of these units by deputing experienced engineers & Scientists during the plant commissioning stage Supply adequate number of operation & maintenance manual.

None

WSI

3.

WSI

Detailed report & relevant documents to be submitted Report & relevant document to be submitted

WAPCOS Limited WAPCOS Limited

None

None

4.

WSI

Copy of manual and relevant documents to be submitted

CDC and WAPCOS Limited

WAPCOS Limited

None

73

APPENDIX F - FORMAT FOR PERFORMANCE BANK GUARANTEE

74

APPENDIX G - ANNUAL PLAN FOR OPERATION & MAINTENANCE

75