vts simulator tender document...

1

GOVERNMENT OF INDIA

MINISTRY OF SHIPPING

DIRECTORATE OF LIGHTHOUSES AND LIGHTSHIPS

D 372/2, TARATALLA ROAD, KOLKATA -700088

Tel No- 24010241/24019151, Fax-24016757

Email: [email protected], [email protected]

TENDER DOCUMENT

Supply, Installation,Testing and Commissioning of

VTS Simulator at Training Centre, Deep Bhavan, Kolkata

2

Government of India

Ministry of Shipping

Directorate of Lighthouses and Lightships

D 372/2, Taratalla Road, Kolkata -700088

Supply, Installation, Testing and Commissioning of VTS Simulator at Training Centre,

Deep Bhavan, Kolkata

INDEX

SECTION

NO. CONTENTS PAGES

1

Notice Inviting E-Tender

03-04

2

Instructions to bidders

05-09

3

Eligibility criteria and Tender Details

10-15

4

General Conditions of the Contract

16-54

5

Special Conditions of the Contract

55-65

6

Scope of work & Technical Specifications

66-72

7

Bill of Quantities

73-76

8

Evaluation Criterion

77-79

9

Miscellaneous Proforma

80-93

10

Abbreviations

94-95

Appendix

96-100


D 372/2, Taratalla Road, Kolkata

Supply, Installation, Testing and Commissioning of VTS Simulator at Training

NOTICE INVITING e

No.3-Dev-1(35)/ 2016-VTS Simulator

1. For and on behalf of the President of India, the Director of Lighthouses & Lightships (DLL), Deep Bhavan,


system, Part I-Technical bid, Part II

of VTS Simulator at Training Centre, Deep Bhavan, Kolkata”

(OEM) (Indian/Foreign Origin) /Authorised Dealers ha

work is -

• Supply, installation, Testing and Commissioning of VTS Simulator

Bhavan, Kolkata, with warranty for 3 years.

• Post warranty Comprehensive Annual Maintenance Contract (CAMC) through fully qualified

local support Centre for next

1 Estimated Cost

2 Earnest Money Deposit

3 Tender Fees (Non-refundable)

4 Period of Download of Bid

Document

5 Pre Bid meeting

6 Time of completion

7 Bid Submission Period

8 Date of Opening of Technical

Bids

9 EMD & Tender Fee (in original)

submission period

10 Eligibility Criteria

3

Government of India






SECTION–1

NOTICE INVITING e- TENDER (NIT)

Simulator

behalf of the President of India, the Director of Lighthouses & Lightships (DLL), Deep Bhavan,

D 372/2, Taratalla Road, Kolkata-700088 - India, invites Online Bids under two bid system (two cover

Technical bid, Part II- Financial bid) for “Supply, Installation,Testing

of VTS Simulator at Training Centre, Deep Bhavan, Kolkata” from Original Equipment Manufacturers

gn Origin) /Authorised Dealers having experience in similar Works. The scope of the

Supply, installation, Testing and Commissioning of VTS Simulator at Training Centre, Deep

Bhavan, Kolkata, with warranty for 3 years.

Post warranty Comprehensive Annual Maintenance Contract (CAMC) through fully qualified

for next 7 years from the date of expiry of warranty.

2,90,00,000/- (Rupees Two Crores Ninety Lakhs

Only)

Deposit 5,80,000/-(Rupees Five Lakhs Eighty Thousand

Only)

refundable) 1000.00 (Rupees One Thousand Only)

Period of Download of Bid 28.05.2016 to 28.06.2016

10.06.2016

180 days

28.05.2016 to 28.06.2016 (1500 hrs.

Date of Opening of Technical 28.06.2016 (1600 hrs.)

EMD & Tender Fee (in original) Up to 1500 hours on 28.06.2016.

It is an essential requirement that the bidder has

taken up and satisfactorily executed and

completed at least one similar work

clause 3.1 of tender document amounting to not

less than 2.32 Crores or two similar works each

amounting to not less than 1.74

three similar works each amounting to not less

than 1.16 Crores, during last seven years

ending 31 March 2016.


Dated: 27.05.2016

behalf of the President of India, the Director of Lighthouses & Lightships (DLL), Deep Bhavan,

India, invites Online Bids under two bid system (two cover

,Testing and Commissioning

from Original Equipment Manufacturers

ving experience in similar Works. The scope of the

Training Centre, Deep

Post warranty Comprehensive Annual Maintenance Contract (CAMC) through fully qualified

(Rupees Two Crores Ninety Lakhs

Rupees Five Lakhs Eighty Thousand

(Rupees One Thousand Only)

1500 hrs.)

It is an essential requirement that the bidder has

taken up and satisfactorily executed and

similar work as per

amounting to not

or two similar works each

4 Crores or

three similar works each amounting to not less

, during last seven years

4

Note :

(i) Tender Fee in the form of “Demand Draft” (in original) drawn in favour of “Director of

Lighthouses and Lightships, Kolkata, payable at Kolkata.”

(ii) EMD in the form of Bank Guarantee/FDR (in original) from any Nationalised /RBI approved

Bank, in favour of “Director of Lighthouses and Lightships, Kolkata”, Payable at Kolkata should

be submitted to the Tender Inviting Authority, on or before the bid submission date, failing

which the tender shall be rejected. Director of Lighthouses and Lightships, Kolkata shall not be

responsible for any delay or loss, due to postal/Courier Services.

2. The details of work are available in the tender document which can be downloaded from website

Central Public Procurement (CPP) Portal https://eprocure.gov.in/eprocure/app and the bid is to be

submitted online only on https://eprocure.gov.in/eprocure/app up to last date and time of submission of

tender. Sale of physical tender document is not applicable.

Director

For and on behalf of the President of India

5

Government of India






SECTION –2

INSTRUCTIONS TO BIDDERS

2.1 For and on behalf of the President of India, the Director of Lighthouses & Lightships, Kolkata (DLL)

invites on-line bids, from Original Equipment Manufacturers (OEM)/Authorised dealers for the work

“Supply, Installation,Testing and Commissioning of VTS Simulators at Training Centre, Deep Bhavan,

Kolkata”.Tender forms can be downloaded from the web site https://eprocure.gov.in/eprocure/app .

2.2 This section of the document provides the information necessary for bidders to prepare on-line

responsive bids, in accordance with the requirements of the DLL. It also provides information

regarding on-line bid submission, opening, evaluation and award of the contract.It is necessary for the

bidders to go through the instructions contained in this section before submission of bid.

2.3 Instructions for On-Line Submission of Bid:

The bidders are required to submit soft copies of their bids electronically on the Central Public

Procurement (CPP) Portal, using valid Digital Signature Certificates. The instructions given below are meant

to assist the bidders in registering on the CPP Portal, prepare their bids in accordance with the requirements

and submitting their bids online on the CPP Portal.

2.3.1 REGISTRATION:

(i) Bidders are required to enroll on the e-Procurement module of the Central Public Procurement

Portal by using the “Online bidder enrolment” option available on the home page. Enrolment on the

CPP Portal is free of charge.

(ii) During enrolment / registration, the bidders should provide the correct/true information including

valid email-id & mobile no. All the correspondence shall be made directly with the

contractors/bidders through email-id provided.

(iii) As part of the enrolment process, the bidders will be required to choose a unique username and

assign a password for their accounts.

(iv) For e-tendering possession of valid Digital Signature Certificate (Class II or Class III Certificates with

signing key usage) is mandatory which can be obtained from SIFY/TCS/nCode/eMudra or any

Certifying Authority, recognized by the Government of India on e-Token / Smartcard.

(v) Upon enrolment on CPP Portal for e-tendering, the bidders shall register their valid Digital Signature

Certificate with their profile.

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(vi) Only one valid DSC should be registered by a bidder. Bidders are responsible to ensure that they do

not lend their DSCs to others which may lead to misuse and should ensure safety of the same.

(vii) Bidders can then log into the site through the secured login by entering their user ID / password and

the password of the DSC / e-Token.

2.3.2 Preparation of Bid:

(i) For preparation of bid, Bidders shall search the tender from published tender list available on site

and download the complete tender document and should take into account corrigendum, if any

published, before submitting their bids. After selecting the tender document same shall be moved

to the ‘My favourite’ folder of bidders account from where bidder can view all the details of the

tender document.

(ii) Bidder shall go through the tender document carefully to understand the documents required to be

submitted as part of the bid. Bidder shall note the number of covers in which the bid documents

have to be submitted, the number of documents - including the names and content of each of the

document that need to be submitted. Any deviations from these may lead to rejection of the bid.

(iii) Any clarifications, if required, may be obtained through the contact details given in the tender

document.

(iv) Bidder should be ready in advance, with the documents to be submitted as indicated in the tender

document/schedule in PDF/xls/rar/zip/dwf/jpg formats. If there is more than one document, they

can be clubbed together using zip format.

(v) Bidder can update well in advance, the documents such as experience certificates, annual report,

PAN, TIN, EPF, service tax, other details etc., under “My Space” option, which can be submitted as

per tender requirements. This will facilitate the bid submission process faster by reducing upload

time of bids.

2.3.3 Submission of Bid:

(i) Bidder should log into the site well in advance for bid submission so that he/she upload the bid in

time i.e. on or before the bid submission time.

(ii) Bidder should prepare the Tender Fee and EMD as per the instructions specified in the NIT/ tender

document. The originals of Tender Fee and EMD should be submitted to the DLL, on or before the

last date & time of bid submission. Bidder should send the EMD & Tender fee through Indian

postal/Courier Service. DLL shall not be responsible for any delay or loss, due to postal/Courier

Services. The details of the Demand Draft/Bank Guarantee, physically sent, should tally with the

details available in the scanned copy and the data entered during bid submission time, otherwise

the uploaded bid shall liable to be rejected.

(iii) While submitting the bids online, the bidder shall read the terms & conditions (of CPP portal) and

accepts the same in order to proceed further to submit their bid.

(iv) Bidder shall select the payment option as offline to pay the Tender Fee/ EMD and enter details of

the Demand Draft/Bank Guarantee.

(v) Bidder shall digitally sign and upload the required bid documents one by one as indicated in the

tender document.

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(vi) Bidders shall note that the very act of using DSC (Digital Signature Certificate) for downloading the

tender document and uploading their offer is deemed to be a confirmation that they have read all

sections and pages of the tender document without any exception and have understood the

complete tender document and are clear about the requirements of the tender document.

(vii) Bidder shall note that each document to be uploaded for the tender should be less than 2 MB. If any

document is more than 2MB, it can be reduced through zip/rar and the same can be uploaded. For

the file size of less than 1 MB, the transaction uploading time will be very fast.

(viii) Utmost care shall be taken for uploading Schedule of rates and any change/ modification of the

price schedule shall render it unfit for bidding. Bidders shall download the Schedule of Rates, in XLS

format and save it without changing the name of the file. Bidder shall quote their rates in figures in

white background cells, thereafter save and upload the file in financial bid cover (Price bid) only. If

the Schedule of Rate file is found to be modified by the bidder, the bid will be rejected. The bidders

are cautioned that uploading of financial bid elsewhere i.e. other than in cover 2 will result in

rejection of the tender.

(ix) Bidders shall submit their bids through online e-tendering system to the Tender Inviting Authority

(TIA) well before the bid submission end date & time (as per Server System Clock). The TIA will not

be held responsible for any sort of delay or the difficulties faced during the submission of bids online

by the bidders at the eleventh hour.

(x) After the bid submission (i.e. after Clicking “Freeze Bid Submission” in the portal), the bidders shall

take print out of system generated acknowledgement number, and keep it as a record of evidence

for online submission of bid, which will also act as an entry pass to participate in the bid opening.

(xi) Bidder should follow the server time being displayed on bidder’s dashboard at the top of the tender

site, which shall be considered valid for all actions of requesting, bid submission, bid opening etc., in

the e-tender system. The bidders should follow this time during bid submission.

(xii) All the documents being submitted by the bidders would be encrypted using PKI (Public Key

Infrastructure) encryption techniques to ensure the secrecy of the data. The data entered cannot be

viewed by unauthorized persons until the time of bid opening. The confidentiality of the bids is

maintained using the secured Socket Layer 128 bit encryption technology.

(xiii) The bidder should ensure/see that the bid documents submitted should be free from virus and if the

documents could not be opened due to virus during tender opening, the bid is liable to be rejected.

(xiv) Any bid document that is uploaded to the server is subjected to symmetric encryption using a

system generated symmetric key. Further this key is subjected to asymmetric encryption using

buyers/bid opener’s public keys. Overall, the uploaded tender documents become readable only

after the tender opening by the authorized bid openers.

(xv) The confidentiality of the bids is maintained since the secured Socket Layer 128 bit encryption

technology is used. Data storage encryption of sensitive fields is done.

(xvi) The bidder should logout of the tendering system using the normal logout option available at the

top right hand corner and not by selecting the (X) exit option in the browser.

(xvii) Any queries relating to the tender document and the terms and conditions contained therein should

be addressed to the Tender Inviting Authority for a tender or the relevant contact person indicated

in the tender.

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(xviii) Any queries relating to the process of online bid submission or queries relating to CPP Portal in

general may be directed to the 24x7 CPP Portal Helpdesk. The contact number for the helpdesk is

1800 233 7315.

2.3.4 Submission of Offer:

The tender shall be submitted online in two cover system duly scanned and digitally signed by the

authorized representative of the bidder as follows:

A) Cover -1 (TECHNICAL BID)

Online bids should be submitted containing copies of following document in Cover-1 as

documentary proof, for fulfilling qualifying criteria, failing which the offer shall be summarily

rejected.

(i) Scanned Copy of Earnest Money Deposit (in the form of Bank Guarantee/FDR) of

Rs.5,80,000/- from any Nationalised /RBI approved Bank .

(ii) Scanned Copy of Tender fee (Non-refundable) of Rs.1000/- in the form of Demand Draft

drawn in favour of “Director of Lighthouses and Lightships, Kolkata” payable at Kolkata.

(iii) Scanned copies of proof for eligibility i.e. Work Completion Certificate as per clause3.1 of

the bid document.

(iv) Scanned copy of tender acceptance letter. (Form 9.11)

(v) Affidavit that the company is not blacklisted by any Organisation

(vi) Scanned copy of PAN Card, Income Tax Return for last three years, Company Registration,

VAT Registration, Sales Tax Registration etc.

(vii) Technical specifications of the product offered.

(viii) Annual Turn Over Certificate for 3 years, period ending on 31.03.2016, issued by any

Chartered Accountant

(ix) Any other Document relevant to work not mentioned above.

If the Cover-1 i.e. technical bid does not contain any of the above mentioned documents or

contains incomplete or unsuitable technical details, then the offer shall be deemed liable to

rejection/ disqualification. The respective Cover–2, i.e. Price Bid of the technically disqualified offers

shall not be opened. The bidders are advised to go through technical evaluation criteria and they

should satisfy themselves that they qualify in the technical evaluation and accordingly the

documents which are required for technical evaluation should be submitted. No further

correspondences in this regard will be entertained.

The bidders are cautioned that divulging of any price information in Cover-1 (Technical Bid)

will result in rejection of their tender.

B) Cover-2 (PRICE BID)

The Cover-2 shall contain the price bid in the enclosed "Schedule of Rates" as per the excel

format to be submitted online.

(i) Price bid in excel format (BOQ/Schedule of Rates) provided along with this tender shall be

used for quoting price/offer.

(ii) It may please be noted that this part shall not contain any terms & conditions. Any condition

given in the price bid (Cover-2) will be a sufficient cause for rejection of bid.

(iii) The quoted rates shall be filled in figures in the column provided in BOQ only (BOQ

/schedule of Rates) which should be duly digitally signed by the bidders or his authorized

person.

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2.4 Submissions and Opening of the Bid:

2.4.1 The bid should be submitted online at website https://eprocure.gov.in/eprocure/app only, by the

due date and time as Published in NIT. The Server Date & Time as appearing on the website

https://eprocure.gov.in/eprocure/app shall only be considered for the cut- off date and time for

submission of bids. Offers sent through post, telegram, fax, telex, e-mail, and courier or by any other

mode will not be considered. In case of date of opening is declared, as holiday tender will be opened

on next working day at the same time.

2.4.2 Only those bidders shall be considered qualified by the DLL, who submit requisite EMD and

documents, accept all the terms & conditions of the Tender document unconditionally and meet the

qualifying requirement stipulated in the Tender document. The decision of the DLL shall be final and

binding in this regard.

2.4.3 The bidder shall bear all the cost associated with the preparation and submission of its bid and the

DLL will in no case be responsible or liable for this cost, regardless of the conduct or outcome of the

tendering process.

2.4.4 The prospective bidder requiring any clarification of the tender document may obtain the same

through e-mail from Tender Inviting Authority, Director of Lighthouses & Lightships, Deep Bhavan,

D372/2, Taratalla Road, Kolkata-88 in writing so as to reach the said office on or before 08-06-

2016. Pre-bid meeting shall be held on 10-06-2016 at 1500 hrs. at Deep Bhavan, Kolkata.

Director

For and on Behalf of President of India




ELIGIBILITY CRITERIA

3.1 Eligibility Criteria:

3.1.1 It is an essential requirement that the bidder has taken up

completed at least one similar work amounting to not less

each amounting to not less than

than 1.16 Crores, during last

Supply, installation and commissioning of VTS Simulator

or

Supply, installation and commissi

Simulator).

3.1.2 The bidder must have “experience in Supply, installation, testing, commissioning of VTS Simulator

mentioned above in India or outside

3.1.3 The bidder is required to furnish detailed information with regard to their financial capacity,

technical capability and experience. F

to furnish along with the Technical Bid

(i) Bank Guarantee/FDR in prescribed P

(ii) Proof of satisfactory execution and completion of similar works durin

(iii) Copies of original documents defining the legal status

principal place of business,

(iv) Power of attorney of the signatory of the bidder to commit the bid,

(v) Report on the financial standing of the Bidder, annual turn

loss statement and auditor’s report for the past five years ending 31

(vi) Information regarding

(vii) information regarding any litigation, current or during last 5 years, orders regarding

exclusion, expulsion if any, in which b

amount.

(viii) Total monetary value of work perform

(ix) Key personnel available

personnel proposed to be engaged for supervision and execution of the project with their

qualification and experience

(x) Copies of Income Tax

(xi) Affidavit stating that the Firm is not black listed by any Organisation.

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Government of India






SECTION –3

ELIGIBILITY CRITERIA AND TENDER DETAILS

t is an essential requirement that the bidder has taken up and satisfactorily executed and

completed at least one similar work amounting to not less than 2.32 Crores or two similar works

each amounting to not less than 1.74 Crores or three similar works each amounting to not less

, during last seven years ending 31st March 2016. Similar work means

commissioning of VTS Simulators,

Supply, installation and commissioning of other similar Simulators (viz. Bridge Simulator

“experience in Supply, installation, testing, commissioning of VTS Simulator

n India or outside.

The bidder is required to furnish detailed information with regard to their financial capacity,

technical capability and experience. Following details with supporting documents shall

to furnish along with the Technical Bid-

Bank Guarantee/FDR in prescribed Proforma towards Earnest Money Deposit.

Proof of satisfactory execution and completion of similar works during last seven years.

Copies of original documents defining the legal status of the firm, place of registration,

principal place of business, field of business.

ower of attorney of the signatory of the bidder to commit the bid,

financial standing of the Bidder, annual turn-over of the Company, profit and

loss statement and auditor’s report for the past five years ending 31st March, 2016.

Information regarding similar projects in hand and their progress.

regarding any litigation, current or during last 5 years, orders regarding

if any, in which bidder is involved, the parties concerned and disputed

Total monetary value of work performed for each of last seven years.

Key personnel available (along with their personal details like EPF no.

proposed to be engaged for supervision and execution of the project with their

qualification and experience in the relevant field.

Copies of Income Tax Return & Sales Tax Clearance Certificate for the last three years.

Affidavit stating that the Firm is not black listed by any Organisation.


and satisfactorily executed and

or two similar works

or three similar works each amounting to not less

2016. Similar work means-

Simulators (viz. Bridge Simulator, ATC

“experience in Supply, installation, testing, commissioning of VTS Simulators

The bidder is required to furnish detailed information with regard to their financial capacity,

ollowing details with supporting documents shall be required

forma towards Earnest Money Deposit.

g last seven years.

, place of registration,

over of the Company, profit and

March, 2016.

regarding any litigation, current or during last 5 years, orders regarding

s concerned and disputed

. etc.) and technical

proposed to be engaged for supervision and execution of the project with their

Return & Sales Tax Clearance Certificate for the last three years.

11

The bid shall be rejected if the documents are found false or fake. If at a later stage, the

documents submitted are found false or fake, the Contract shall be terminated and performance

bank guarantee forfeited. Also, the Contractor shall be fined as deemed appropriate by the

employer for breach of trust.

3.1.4 It will be an essential requirement that the prospective bidder shall be fully equipped & capable to

carry out the maintenance, repair to meet obligation under warranty &CAMC as prescribed in the

bid.

3.2 Cost of Bidding:

The bidder shall bear all costs associated with the preparation and delivery of the bid and the

employer will in no case be responsible or liable for those costs.

3.3 Assurance:

The bidder shall be required to give satisfactory assurance of his ability and intention to deliver the

goods and services, pursuant to the Contract, within the time set forth therein.

3.4 Bid document:

3.4.1 The bid document contain the followings –

Section -1 Short Bid Notice

Section -2 Instruction to Bidders

Section -3 Eligibility criteria and Tender Details

Section -4 General Conditions of Contract

Section -5 Special Conditions of Contract

Section -6Scope of work and System Specifications

Section -7 Bill of quantities

Section -8 Evaluation criteria

Section -9 Miscellaneous Proforma

Section-10 Abbreviations

General conditions of the DRB

3.4.2 The bidder is expected to examine the bid document including all instructions, forms, scope of work

& specifications,terms and conditions. Failure to furnish any information required in bid document

or submission of bid not substantially responsive to the bid document in every respect shall result in

rejection of the Bid.

3.5 Clarification on bid document:

3.5.1 Prospective Bidder requiring any further information or clarification on the Bid document may

notify the employer in writing / fax/e-mail at the Employers mailing address indicated in the Notice

Inviting Bids. The last date to submit queries to the Employer on bid document is by 1200 hrs., one

day prior to Pre-Bid Meeting date as per NIT.The queries so received shall be dealt in accordance

with clause 3.5.2.

3.5.2 A pre-bid meeting with prospective Bidders, will be held on date as published in NIT at Deep

Bhavan, Kolkata to clarify the issues & to answer questions on any matter that may be received at

that stage and as stated in clause 3.5.1 above. Bidders are advised to attend the pre- bid meeting.

However, non-attendance of the pre-bid meeting shall not be a cause for disqualification of the

Bidder. Any substantive clarification or modification arising out of the pre- bid meeting would be

finalized only by addendum to bid document. The outcome of the meeting including the text of

questions received (without identifying the source of inquiry) and the responses given shall be

uploaded on the departmental website.

clarifications/issues received during the above pre

3.6 Amendment of bid document

3.6.1 At any time prior to the deadline for submission of Bids, the Employer may for any reason, whether

at his own initiative or in response to a clarification requested by a prospective Bidder, modify the

bid documents by amendment.

3.6.2 The amendment shall be part of the bid document and will be notified in writing or by Fax or e

to all prospective Bidders as well as

acknowledge receipt of any such amendment

3.7 Language of the bid:

All documents related to bid should preferably be in English language. The language for

communications shall be English. Any printed literature furnished by the bidder may be written in another

language provided that this literature is accompanied by an English Translation. In such case, for purpose of

interpretation of the Bid, the English translation shall prevail.

3.8 Preparation of Bid:

3.8.1 The bid prepared by the bidder shall be having two

(Commercial bid).

3.8.2 The technical bid shall comprise the following

(i) Detailed proposal along with technical specifications and corresponding drawing furnished

in accordance with the bid document.

(ii) Documentary evidence establishing, in accordance with instructions to Bidder, that the

Goods and Services to be supplied by the bidder conform to the bid documents.

(iii) Documentary evidence

(iv) Documentary evidence

the bid is accepted.

(v) All the documents as mentioned in Para 3.1.3

(vi) Earnest money Deposit in

a Nationalized Indian bank/ RBI approved bank, issued in favour of “ Director of Lig

and Lightships, Kolkata”,

form of Demand Draft is not accepted as the validity of Demand D

present.

(vii) An undertaking to the effect that the price bid does not contain any condition.

(viii) A copy of the agreement entered into by the Joint Venture/Consortium partners along with

an authorization letter signed by legally authorized s

stamp paper of 100/

(ix) An undertaking to the effect that the design, the Contractor’s Documents, the execution and

the completed works will be in accordance wi

3.8.3 The Commercial bid shall contain Bill of quantities (BOQ at section

instructions to bidders.

3.9 Bid Price:

3.9.1 The bidder shall complete the appropriate price for schedule of

document stating item wise, unit price and the total amount.

3.9.2 Price quoted by the bidder shall remain firm and valid until completion of Contract

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uploaded on the departmental website. No further queries shall be entertained after settling

clarifications/issues received during the above pre- bid meeting.

dment of bid document:

At any time prior to the deadline for submission of Bids, the Employer may for any reason, whether


ent.

The amendment shall be part of the bid document and will be notified in writing or by Fax or e

as well as uploaded on the departmental website. Bidders are required to

acknowledge receipt of any such amendment to the bid documents.



ovided that this literature is accompanied by an English Translation. In such case, for purpose of

interpretation of the Bid, the English translation shall prevail.

The bid prepared by the bidder shall be having two parts viz. Part-I (Technical bid) and Part

The technical bid shall comprise the following –

Detailed proposal along with technical specifications and corresponding drawing furnished

in accordance with the bid document.

Documentary evidence establishing, in accordance with instructions to Bidder, that the


cumentary evidence establishing that the bidder is eligible to bid.

Documentary evidence establishing that the bidder is qualified to perform the Contract if

All the documents as mentioned in Para 3.1.3.

Earnest money Deposit in INR as mentioned in NIT in the form of Bank Guarantee/FDR

a Nationalized Indian bank/ RBI approved bank, issued in favour of “ Director of Lig

Lightships, Kolkata”, valid for 180 days from date of opening of the tender

form of Demand Draft is not accepted as the validity of Demand Draft is only 90 days at

An undertaking to the effect that the price bid does not contain any condition.

A copy of the agreement entered into by the Joint Venture/Consortium partners along with

an authorization letter signed by legally authorized signatories of all the parties on a judicial

/- nominating Indian partner as lead Partner in charge.

An undertaking to the effect that the design, the Contractor’s Documents, the execution and

the completed works will be in accordance with the laws of the land.

The Commercial bid shall contain Bill of quantities (BOQ at section-7) duly filled in accordance with

3.9.1 The bidder shall complete the appropriate price for schedule of works as in BOQ included in the bid

document stating item wise, unit price and the total amount.

Price quoted by the bidder shall remain firm and valid until completion of Contract

No further queries shall be entertained after settling

At any time prior to the deadline for submission of Bids, the Employer may for any reason, whether


The amendment shall be part of the bid document and will be notified in writing or by Fax or e-mail

Bidders are required to



ovided that this literature is accompanied by an English Translation. In such case, for purpose of

I (Technical bid) and Part-II

Detailed proposal along with technical specifications and corresponding drawing furnished

Documentary evidence establishing, in accordance with instructions to Bidder, that the


establishing that the bidder is qualified to perform the Contract if

form of Bank Guarantee/FDR from

a Nationalized Indian bank/ RBI approved bank, issued in favour of “ Director of Lighthouses

of the tender. EMD in the

raft is only 90 days at

An undertaking to the effect that the price bid does not contain any condition.

A copy of the agreement entered into by the Joint Venture/Consortium partners along with

ignatories of all the parties on a judicial

nominating Indian partner as lead Partner in charge.

An undertaking to the effect that the design, the Contractor’s Documents, the execution and

) duly filled in accordance with

works as in BOQ included in the bid

Price quoted by the bidder shall remain firm and valid until completion of Contract performance.

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3.10 Bid Currencies:

The Contract provides for payment of the Contract Price in Indian Rupee only.

3.11 Conformity of the Bidder’s proposal to the bid document:

3.11.1 The documentary evidence of conformity of the goods and services to the bid documents may be in

the form of literature, drawings, data, and shall include detailed description on the proposal’s

essential technical and performance characteristics. Apart from above it shall also include the

following –

(a) How the offered solutions shall satisfy functional requirements of the Customer

(b) Documents such as user/operation manual, technical manuals.

(c) Any additional features and functions.

3.11.2 A detailed schedule of execution of the work under the Contract (Work Schedule), outlining key

activities and critical item on the schedule which could influence the Contract completion date. A

time schedule in man-days for the execution of works beginning from the commencement of works

to the handing over of the system shall be incorporated.

3.11.3 A detailed schedule of works on power supply, environmental controls needed, or any other

resources/service/activities if that are to be provided by the Employer indicating clearly their time

schedule and criticality must be spelt out.

3.12 Filling up of Bid:

3.12.1 All the rates and amount shall be quoted in whole denomination of the Indian Rupee.

3.12.2 The rate of each item shall be quoted in figures. The amount in figures shall be written in such a

way that interpolation is not possible.

3.12.3 No amount shall be paid to the Contractor for the item for which no rate or amount is quoted by

the Bidder, but the contractor shall be bound to do that job/work free of cost (on zero amount).

Moreover, for comparison purpose, highest rate quoted by other bidders shall be loaded for the

subject component/item.

3.12.4 The bidder shall be deemed to have satisfied himself before Bidding as to the correctness and

sufficiency of his bid for the works and of the rates & amount quoted in the schedule of works,

which rates & amounts, shall, except as otherwise provided, cover all his obligations under the

contract and all matters and things necessary for the proper completion of the work as aforesaid in

accordance with good practices and recognized principles.

3.12.5 In case of any bid where unit rate of any item appears unrealistic, such bid shall be considered

unbalanced and non-responsive. The employer may ask for providing satisfactory explanation for

such unrealistic quoted rate. If bidder is unable to provide satisfactory reply with supporting analysis

of rates, the bid is liable to be rejected.

3.12.6 Each bidder shall submit only one bid for this work. A bidder who submits more than one bid for this

work will attract disqualification and rejection of all of his bids.

3.12.7 The bidder shall not be under a declaration of in-eligibility for corrupt & fraudulent practices in any

Govt. Department or organization in India or abroad.

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3.13 Clarification on Bids:

To assist in the examination, evaluation and comparison of bids, DLL may, at his discretion, ask the

bidder for any clarification on his bid. All responses to such requests for clarification shall be in writing. No

change in the prices or substance of the bid shall be sought, offered or permitted.

3.14 Preliminary Examination:

The employer will examine the bids to determine whether they are complete, any computational

errors have been made, required details have been furnished, the documents have been properly signed or

the Bids are generally in order.

3.15 Evaluation of Bids:

3.15.1 The DLL will determine whether each bid is of acceptable quality, is generally complete and is

substantially responsive to the tender document. For the purposes of this determination, a

substantially responsive bid is one that conforms to all the terms, conditions & specifications of the

tender document without any deviations, objections, conditionality or reservations.

3.15.2 If a bid is not substantially responsive, it will be rejected by the DLL and may not subsequently be

made responsive by the bidder by correction of the non-conformity.

3.15.3 The bid that does not meet minimum acceptable standards of completeness, consistency and details

will be rejected for non-responsiveness.

3.15.4 If the present performance of the bidder in a current contract for any major work is unsatisfactory

as certified by the any authority of the relevant work, the offer of the bidder will be summarily

rejected without assigning any reasons thereof.

3.15.5 The bidders shall quote the rates only for the items mentioned in the schedule of Rates in excel

format provided along with this tender. The rates quoted for the item other than the items

mentioned above shall not be considered for evaluation.

3.15.6 The rates shall only be quoted in Indian Currency and if quoted in other currency, the offer is liable

to be rejected.

3.15.7 The units of the items shall be same as per the Schedule of Rates and any other unit mentioned in

the offer is liable to be rejected.

3.15.8 Conditional offers are liable for rejection.

3.15.9 The Price bid(s) of the prospective bidders, who fulfill the techno-commercial requirement of the

bid(s), shall be evaluated further.

3.15.10 Schedule of Rates shall be evaluated based on the lowest cost.

3.15.11 Any effort by a bidder to influence the DLL in the process of examination, clarification, evaluation

and comparison of tenders, and in decisions concerning award of contract, may result in rejection

of the bidder's tender.

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3.16 Notification of Award:

3.16.1 The bidder whose bid has been accepted will be notified for the award by the DLL prior to expiration

of the Bid validity period through the letter of Intent (LOI).

3.16.2 The Bidder shall promptly check their e-mailbox registered with CPP Portal for receipt of any

information/clarification/ correspondence in respect of their bid. The DLL shall not be responsible for

non-receipt/failure of e-mail to the bidders.

3.16.3 If any of the information furnished by the bidder is found to be incorrect, the bid/contract is liable to

be rejected/terminated and the EMD/ Performance Security will be forfeited.

3.16.4 DLL reserves the right to cancel the tender without assigning any reason thereof.

3.16.5 Tenders from those bidder who have not submitted their offer as per NIT will not be Considered.

3.17 Award of work and signing the agreement:

3.17.1 The employer shall award the Contract to the bidder whose bid has been determined to be

responsive to the bid document and who has been declared successful bidder based on the

Technical and Financial evaluation as outlined in Section-8, provided that such bidder has been

determined to be Eligible in accordance with the provisions of Clause 3.1.1 and 3.1.2.

3.17.2 The employer shall award the contract within 180 days of the opening of the Technical bid.

3.17.3 The bidder whose bid has been accepted shall be notified of the award by the DLL prior to expiry of

the bid validity period by cable, telex or facsimile confirmed by registered letter or by online award

of contract letter. This letter will state the sum that the Employer shall pay the Contractor in

consideration of the execution, completion, commissioning and handing over of the works by the

Contractor as prescribed in the Contract.

3.17.4 The Letter of Intent (LOI) will be issued for signing of the Contract Agreement subject to the

furnishing of a contract performance bank guarantee.

3.17.5 The Agreement will incorporate all correspondences between the employer and the successful

bidder. It will be signed by the employer and the successful bidder within 15 days of Issue of LOI,

along with the Letter of Acceptance.

3.17.6 The E.M.D. of the successful Bidder shall be refunded without any interest within 30 days after the

award of contract and submission of Performance Bank Guarantee. The earnest money deposit of

the unsuccessful bidders shall also be refunded within 30 days, without any interest, after award of

the contract.

Director


16

Government of India






SECTION –4

GENERAL CONDITIONS OF CONTRACT

4.1 Definitions: In the Contract, the following words and expressions shall have the meanings

hereby assigned to them (words indicating persons or parties include any legal entities) except

where the context requires otherwise.

4.1.1 The Contract:

4.1.1.1 “Contract” means Special and General conditions, Scope of work, specifications, the drawings, the

schedule of works, the tender, the letter of acceptance, the Contract agreement (if completed) and

such further documents as may be expressly incorporated in the Letter of Acceptance or Contract

Agreement (if completed).

4.1.1.2 “Contract Agreement” means the contract agreement referred to in Sub-clause “Contract

Agreement”, including any annexed memoranda.

4.1.1.3 “Employer’s Requirements” means the document entitled employer’s requirements, as included in

the Contract, and any additions and modifications to such document in accordance with the

Contract. Such document specifies the purpose, scope, and/or design and/or other technical

criteria, for the works.

4.1.1.4 “Bid” means the Contractor’s signed offer for the works and all other documents which the

Contractor submitted therewith for the execution and completion of the work and remedying of any

defects therein in accordance with the provisions of the contract, as accepted by the letter of

acceptance.

4.1.1.5 “Contract Performance Bank Guarantee” and “Schedule of Payments” mean the documents so

named (if any), as included in the Contract.

4.1.2 Parties and Persons

“Party” means the Employer or the Contractor, as the context requires.

4.1.2.1 “Employer” means the President of India acting through the Director of Lighthouses & Lightships

Kolkata, Ministry of Shipping, Government of India (hereinafter referred to as ‘DLL Kolkata’ which

expression shall unless excluded by or repugnant to the context or meaning thereof include its

successor in office and assignee).

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4.1.2.2 “Contractor” means the person(s), firms, or company whose bid has been accepted by the

employer and the legal successor but not (except with the consent of the employer) any assignee of

such person.

4.1.2.3 “Employer’s Representative” means the person named by the Employer in the Contract or

appointed from time to time by the Employer under Sub-Clause “The Employer’s Representative”,

who acts on behalf of the Employer.

4.1.2.4 “Contractor’s Representative” means the person named by the Contractor in the Contract or

appointed from time to time by the Contractor under Sub-Clause “Contractor’s Representative”,

who acts on behalf of the Contractor.

4.1.2.5 “Employer’s Personnel” means the Employer’s Representative, the assistants referred to in Sub-

Clause “Other Employer’s Personnel” and all other staff and of the Employer’s Representative; and

any other personnel notified to the Contractor, by the Employer or the Employer’s Representative,

as Employer’s Personnel.

4.1.2.6 “Contractor’s Personnel” means the Contractor’s Representative and all personnel whom the

Contractor utilizes on Site, who may include the staff, labour and other employees of the

Contractor and of Each Subcontractor; and any other personnel assisting the Contractor in the

execution of the Works.

4.1.2.7 “Subcontractor” means any person named in the Contract as a subcontractor, or any person

appointed as a subcontractor, for a part of the works; and the legal successors in title to each of

these persons.

4.1.2.8 “DRB” means the person or those persons so named in the Contract, or other person(s) appointed

under Sub-Clause 4.50.3 [Appointment of the Dispute Resolution Board] or Sub-Clause 4.50.4

[Failure to Agree Dispute Resolution Board].

4.1.2.9 “Department” means the Directorate of Lighthouses & Lightships, Ministry of Shipping, Government

of India, Deep Bhavan, D 372/2, Taratalla Road, Kolkata- 700088.

4.1.2.10“Engineer-in-charge” also means the Employer / Employer’s Representative.

4.1.3. Dates, Tests, Periods and Completion

4.1.3.1 “Base Date” means the last date for submission of the Bid.

4.1.3.2 “Commencement Date” means the date of issue of written order to start the work.

4.1.3.3 “Time for Completion” means the time for completing the execution and passing the tests on

completion of the works or any section or part thereof as stated in the contract (or as extended

under the Clause “Time for Completion”/ “Extension of Time for Completion”) calculated from the

Commencement Date.

4.1.3.4 “Tests on Completion” means the tests which are specified in the Contract or agreed by both Parties

or instructed as a variation, and which are carried out under Clause “Tests on Completion” before

the Works are taken over by the Employer.

4.1.3.5 “Taking-Over Certificate” means a certificate issued in pursuant to clause “Employer’s Acceptance”.

4.1.3.6 “Tests after Completion” means the tests (if any) which are specified in the contract and which are

carried out under Clause “ Tests after Completion” after the works or a section (as the case may be)

are taken over by the Employer.

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4.1.3.7 “Defects Notification Period” means the period for notifying defects in the Works under Sub-Clause

“Completion of Outstanding Work and Remedying Defects”, as stated in the Particular Conditions

(with any extension under Sub- Clause “Extension of Defects Notification Period”), calculated from

the date on which the Works or Section is completed as certified under Sub-Clause “Acceptance of

the Works”. If no such period is stated in the Contract, the period shall be one year.

4.1.3.8 “Performance Certificate” means the certificate issued under Sub- Clause “Performance

Certificate”.

4.1.3.9“Day” means a calendar day and “Year” means 365 days.

4.1.4 Money and Payments

4.1.4.1 “Contract Price” means the agreed amount stated in the Contract Agreement for the design,

execution and completion of the Works and the remedying of any defects, and includes adjustments

(if any) in accordance with the Contract.

4.1.4.2 “Cost” means all expenditure reasonably incurred (or to be incurred) by the Contractor, whether

on or off the Site, including overhead and similar charges, but does not include profit.

4.1.4.3 “Final Statement” means the statement defined in Sub-Clause “Application for Final Payment”.

4.1.4.4 “Local Currency” means the currency of the Country.

4.1.4.5 “Provisional Sum” means a sum (if any), which is specified in the Contract as a provisional sum,

for the execution of any part of the works or for the supply of Plant, Materials or services under Sub-

Clause “Provisional Sums”.

4.1.4.6 “Retention Money” means the accumulated retention money, which the Employer retains under

Sub-Clause “Application for Interim Payments” and pays under Sub-Clause “Payment of Retention

Money”.

4.1.4.7 “Statement” means a statement submitted by the Contractor as part of an application for

payment under Clause “Contract Price and Payment”.

4.1.5 Works and Goods

4.1.5.1 “Contractor’s Equipment” means all apparatus, machinery, vehicles and other things required for

the execution and completion of the Works and the remedying of any defects.

4.1.5.2 “Goods” means Contractor’s Equipment, Materials, Plant and Temporary Works, or any of them

as appropriate.

4.1.5.3 “Materials” means things of all kinds (other than Plant) intended to form or forming part of the

Permanent Works, including the supply only materials (if any) to be supplied by the Contractor

under the Contract.

4.1.5.4 “Permanent Works” means the permanent works to be designed and executed by the Contractor

under the Contract.

4.1.5.5 “Plant” means the apparatus, machinery and vehicles intended to form or forming part of the

Permanent Works.

4.1.5.6 “Section” means a part of the Works specified in the Particular Conditions as a Section (if any).

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4.1.5.7 “Temporary Works” means all temporary works of every kind (other than Contractor’s

Equipment) required on Site for the execution and completion of the Permanent Works and the

remedying of any defects.

4.1.5.8 “Works” means the Permanent Works and the Temporary Works, or either of them as

appropriate.

4.1.6 Other Definitions

4.1.6.1 “Contractor’s Documents” means the calculations, computer programmer and other software,

drawings, manuals, models and other software, drawings, manuals, models and other documents

of a technical nature supplied by the contractor under the Contract; as described in Sub-Clause

“Contractor’s Documents”.

4.1.6.2 “Country” means the country in which the Site is located, where the Permanent Works are to be

executed.

4.1.6.3 “Employer’s Equipment” means the apparatus, machinery and vehicles (if any) made available by

the Employer for the use of the Contractor in the execution of the Works, as stated in the

Employer’s Requirements; but does not include Plant which has not been taken over by the

Employer.

4.1.6.4 “Force Majeure” is defined in Clause “Force Majeure”.

4.1.6.5 “Laws” means all national (or state) legislation, statutes, ordinances and other laws, and regulations

and by-laws of any legally constituted public authority.

4.1.6.6 “Performance Guarantee” means the security (or securities, if any) under Sub-Clause “Performance

Guarantee”.

4.1.6.7 “Sites” means the places where the Permanent Works are to be executed and to which Plant and

Materials are to be delivered, and any other places as may be specified in the Contract as forming

part of the site.

4.1.6.8 “Variation” means any change to the Employer’s Requirements or the Works, which is instructed or

approved as a variation under Clause “Variations and Adjustments”.

4.2 Interpretation

In the Contract, except where the context requires otherwise:

(a) Works indicating one gender include all genders;

(b) Works indicating the singular also include the plural and words indicating the plural also include the

singular;

(c) Provisions including the word “agree”, “agreed” or “agreement” require the agreement to be

recorded in writing, and

(d) “Written” or “In Writing” means hand-written, type-written, printed or electronically made, and

resulting in permanent record.

The marginal works and other headings shall not be taken into consideration in the interpretation of

these conditions.

4.3 Communication

For the giving or issuing of approvals, certificates, consents, determinations, notices and requests,

these communications shall be:

20

� In writing and delivered by hand (against receipt), sent by Registered Post or Fax Message; and

� Be delivered, sent or transmitted to the address stated in the contract. However,

� If the recipient gives notice of another address, communications shall thereafter be delivered

accordingly; and

� If the recipient has not stated otherwise when requesting an approval or consent, it may be sent to

the address from which the request was issued.

Approvals, certificates, consents and determinations shall not be unreasonably withheld or

delayed.

4.4 Law and Language:

The Contract shall be governed by the Indian Law. All documents related to bid shall preferably be in

English language. The language for communications shall be English. Any printed literature furnished by the

Bidder may be written in another language provided that this literature is accompanied by an English

Translation, in which case, for purpose of interpretation of the bid, the English translation shall prevail. Law

suits and other proceedings arising out of or in connection with the contract works shall be instituted in

Courts of Law at Kolkata, West Bengal, India.

4.5 Priority of Documents:

The documents forming the Contract are to be taken as mutually explanatory of one another. For

the purposes of interpretation, the priority of the documents shall be in accordance with the following

sequence:

(a) The Contract Agreement,

(b) The Special Conditions of Contract,

(c) The General Conditions of Contract,

(d) The employer’s requirement,

(e) Specifications,

(f) Indian standard Specifications of B.I.S.

(g) Foreign standards like B.S./A.C.I./ISO etc.& accepted international practices as approved by the

Employer.

4.6 Contract Agreement:

The Contract shall come into full force and effect on the date stated in the Contract Agreement.

The costs of stamp duties and similar charges (if any) payable under laws in connection with entry into the

Contract Agreement shall be borne by the bidder. The bidder shall bear all costs associated with the

preparation and delivery of his bid and the Employer shall in no case be responsible or liable for those costs.

4.7 Assignment:

The contractor shall not assign any work without prior approval of the employer whose decision is

final and binding upon the contractor.

4.8 Care and Supply of Document:

Each of the Contractor’s Documents shall be in the custody and care of the Contractor, unless and

until taken over by the Employer. The Contractor shall supply to the Employer 2copies of each of the

Contractor’s Documents.The Contractor shall keep, on the Site, a copy of the Contract, publications named

in the Employer’s Requirements, the Contractor’s Documents, and Variations and other communications

given under the Contract. The Employer’s 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,

21

which was prepared for use in executing the works, the Party shall promptly give notice to the other Party of

such error or defect.

4.9 Confidentiality:

Both Parties shall treat the details of the Contract as Private and confidential, except to the extent

necessary to carry out obligations under it or to comply with applicable Laws. The Contractor shall not

publish, permit to be published, or disclose any particulars of the Works in any trade or technical paper or

elsewhere without the previous consent of the Employer in writing.

4.10 Employer’s Use of Contractor’s Documents:

As between the Parties, the Contractor shall retain the copyright and other intellectual property

rights in the Contractor’s Documents and other design documents made by (or on behalf of) the Contractor.

The Contractor shall be deemed (by signing the Contract) to give the Employer a non-terminable

transferable non-exclusive royalty-free license to copy, use and communicate the Contractor’s Documents,

including making and using modifications of them. This license shall:

(a) Apply throughout the actual or intended working life (whichever is longer) of the relevant parts of

the Works,

(b) Entitle any person in proper possession of the relevant part of the Works to copy, use and

communicate the Contractor’s Documents for the purposes of completing, operating, maintaining,

altering, adjusting, repairing and demolishing the Works, and

(c) In the case of Contractor’s Documents, which are in the form of computer programs and other

software, permit their use on any computer on the Site and other places as decided by the Employer,

including replacements of any computers supplied by the Contractor.

The Contractor’s Documents and other design documents made by (or on behalf of) the Contractor

shall not, without the Contractor’s consent, be used, copied or communicated to third party by (or on behalf

of) the Employer for purposes other than those permitted under this Sub-Clause.

4.11 Contractor’s Use of Employer’s Documents:

As between the Parties, the Employer shall retain the copyright and other intellectual property

rights in the Employer’s Requirements and other documents made by (or on behalf of) the Employer. The

Contractor may, at his cost, copy, use, and obtain communication of these documents for the purposes of

the Contract. They shall not, without the Employer’s consent, in writing, be copied, used or communicated

to a third party by the Contractor, except as necessary for the purposes of the Contract.

4.12 Confidential Details:

The Contractor shall not be required to disclose, to the Employer, any information, which the

Contractor described in the bid as being confidential. The Contractor shall, however, disclose any other

information, which the Employer may reasonably require in order to verify the Contractor’s compliance with

the Contract.

4.13 Compliance with Laws:

(a) The Contractor shall, in performing the Contract, comply with all applicable Laws.

(b) The Contractor shall give all notices, pay all taxes, duties and fees, and obtain all permits, licenses

and approvals, as required by the Laws in relation to the design, execution and completion of the

Works and the remedying of any defects; and the Contractor shall indemnify and hold the Employer

harmless against and from the consequences of any failure to do so.

4.14 Joint Venture/Consortium:

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4.14.1 Joint venture is allowed with not more than two partners. If a Bidder constitutes (under applicable

laws) a joint venture or consortium, they shall submit and comply with the following requirements:

(a) There shall be a Joint Venture Agreement, specific for the contract between the constituent firms,

indicating clearly, amongst other things, the proposed distribution of responsibilities both financial

as well as technical for execution of the work amongst them. For the purpose of this clause, the

Indian partner shall be the lead partner. A copy of the Joint Venture agreement in accordance with

requirements mentioned in Form 9.9 shall be submitted along with the bid.

(b) The bid, and in the case of the successful bidder, the Form of Agreement, etc., shall be signed and /

or executed in such a manner as may be required for making it legally binding on all partners

(including operative parts of the ensuing Contract in respect of Agreement of Arbitration, etc.). On

award of work, the Form of Agreement and Contract Documents shall be signed by all partners of

the Joint Venture to conclude Contract Agreement.

(c) Lead partner shall be nominated as being partner-in-charge; and this authorization shall be

evidenced by submitting a power of attorney signed by the legally authorized signatories of all the

partners.

(d) The partner-in-charge shall be authorized to incur liabilities and to receive instructions for and on

behalf of the partners of the Joint Venture, whether jointly or severally, and entire execution of the

Contract (including payment) shall be carried out exclusively through the partner-in-charge. A copy

of the said authorization shall be furnished in this Bid.

(e) All partners of the Joint Venture shall be liable jointly and severally for the execution of the Contract

in accordance with the Contract terms, and a relevant statement to this effect shall be included in

the authorization mentioned under sub clause (c) above as well as in the Form of Bid and the Form

of Agreement (in case of a successful bidder).

(f) In the event of default by any partner, in the execution of his part of the Contract, the Employer

shall be so notified within 15 days by the partner-in-charge, or in the case of the partner-in-charge

being the defaulter, by the partner nominated as partner-in-charge of the remaining Joint Venture.

The partner-in-charge shall, within 30 days of the said notice, assign the work of the defaulting

partner to any other equally competent party acceptable to the Employer to ensure the execution of

that part of the Contract, as envisaged at the time of bid. Failure to comply with the above

provisions will make the Contractor liable for action by the Employer under the Conditions of

Contract. If the Most Experienced i.e. Lead Partner defined as such in the Communication approving

the qualification defaults, it shall be construed as default of the Contractor and Employer will take

action under the Conditions of Contract.

(g) Notwithstanding the permission to assigning the responsibilities of the defaulting partner to any

other equally competent party acceptable to the Employer as mentioned in sub clause (f) above, all

the partners of the Joint Venture will retain the full and undivided responsibility for the performance

of their obligations under the Contract and/ or for satisfactory completion of the Works.

(h) The bid submitted shall include all the relevant information as required and furnished separately for

each partner.

4.15 The Employer:

4.15.1 Right of Access to the Site

The Employer shall give the Contractor right of access to and possession of, all parts of the Site

within the time (or times) stated in the bid documents. The right and possession shall not be exclusive to the

Contractor.

4.15.2 Permits, Licenses or Approvals

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The Employer shall (where he is in a position to do so) provide reasonable assistance to the

Contractor at the request of the Contractor:

(a) By obtaining copies of the laws of the Country which are relevant to the Contract but are not readily

available, and

(b) For the Contractor’s applications for any permits, licenses or approvals required by the Laws of the

Country,which the Contractor is required to obtain under Sub-Clause “Compliance with Laws”.

(c) For the delivery of Goods, including clearance through customs, and

(d) For the export of Contractor’s Equipment when it is removed from the Site.

4.16 Employer’s Claims:

If the Employer considers himself to be entitled to any payment under any Clause of these

Conditions or otherwise in connection with the Contract, and/or to any extension of the Defects Notification

Period, he shall give notice and particulars to the Contractor. However, notice is not required for payments

due for any other services requested by the Contractor.

The notice shall be given as soon as practicable after the Employer became aware of the event or

circumstances giving rise to the claim. A notice relating to any extension of the Defects Notification Period

shall be given before the expiry of such period.

The particulars shall specify the Clause or other basis of the claim, and shall include substantiation of

the amount and/or extension to which the Employer considers himself to be entitled in connection with the

Contract. The Employer shall then proceed in accordance with Sub-Clause “Determinations” to agree or

determine (i) the amount (if any) which the Employer is entitled to be paid by the Contractor, and/or (ii) the

extension (if any) of the Defects Notification Period in accordance with Sub-Clause “Extension of Defects

Notification Period”.

The Employer may deduct this amount from any moneys due, or to become due, to the Contractor.

The Employer shall only be entitled to set off against or make any deduction from an amount due to the

Contractor, or to otherwise claim against the Contractor, in accordance with this Sub-Clause or with sub-

paragraph (a) and/or (b) of Sub-Clause “Interim Payments”.

4.17 The Employer’s Administration:

4.17.1 The Employer’s Representative

The Employer may appoint an Employer’s Representative to act on his behalf under the Contract. In

this event, he shall give notice to the Contractor of the name, address, duties and authority of the

Employer’s Representative.The Employer’s Representative shall carry out the duties assigned to him, and

shall exercise the authority delegated to him, by the Employer. Unless and until the Employer notifies the

Contractor otherwise, the Employer’s Representative shall be deemed to have the full authority of the

Employer under the Contract, except in respect of “Termination by Employer”. The employer wishes to

replace any person appointed as Employer’s Representative, the Employer shall give the Contractor notice

of the replacement’s name, address, duties and authority, and of the date of appointment.

4.17.2 Other Employer’s Personnel:

The Employer or the Employer’s Representative may from time to time assign duties and delegate

authority to subordinates, and may also revoke such assignment or delegation. The assignment, delegation

or revocation shall not take effect until the Contractor has received a copy of it.

4.17.3 Delegated Persons:

All these persons, including the Employer’s Representative and subordinates, to whom duties have

been assigned or authority has been delegated, shall only be authorized to issue instructions to the

Contractor to the extent defined by the delegation. Any approval, check, certificate, consent, examination,

inspection, instruction, notice, proposal, request, test, or similar act by a delegated person, in accordance

with the delegation, shall have the same effect as though the act had been an act of the Employer. However:

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(a) It shall not relieve the contractor from any responsibility he has under the contract, including

responsibility for errors, omissions, discrepancies and non-compliances;

(b) Any failure to disapprove any work, Plant or Materials shall not constitute approval, and shall

therefore not prejudice the right of the Employer to reject the work, Plant or Materials; and

(c) If the Contractor questions any determination or instruction of a delegated person, the Contractor

may refer the matter to the Employer, who shall promptly confirm, reverse or vary the

determination or instructions.

4.17.4 Instructions:

The Employer may issue to the Contractor instructions, which may be necessary for the Contractor

to perform his obligations under the Contract. Each instruction shall be given in writing and shall state the

obligations to which it relates and the Sub-clause (or other term of the Contract) in which the obligations are

specified. If any such instruction constitutes a Variation, Clause “Variations and Adjustments” shall apply.

The contractor shall take instructions from the employer or his Representative.

4.17.5 Determinations:

Whenever these General Conditions of Contract provide that the Employer shall proceed in

accordance with this Sub-Clause to agree or determine any matter, the Employer shall consult with the

Contractor in an endeavor to reach agreement. If agreement is not achieved, the Employer shall make a fair

determination in accordance with the Contract, taking due regard of all relevant circumstances.

The Employer shall give notice to the Contractor of Each agreement or determination, with

supporting particulars. Each Party shall give effect to each agreement or determination, unless the

Contractor gives notice to the Employer of his dissatisfaction with a determination within 14 days of

receiving it. Either Party may then refer the dispute to the DRB in accordance with Sub-Clause “Obtaining

Dispute Resolution Board’s Decision”.

4.18 The Contractor:

4.18.1 Contractor’s General Obligations:

The Contractor 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 as defined in the Contract.

The Contractor shall provide the Plant and Contractor’s Documents specified in the Contract, and all

Contractor’s 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 Employer’s Requirements, 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 Contractor shall be responsible for the adequacy, stability and safety of all Site operation, of all

methods of construction and of all the Works.

The Contractor shall, whenever required by the Employer, submit details of the arrangements and

methods, which the Contractor 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

Employer and his concurrence obtained.

4.18.2 Contract Performance Guarantees:

(a) Within 15(fifteen) days after the issue of letter of intent for award of the Contract by the Employer,

the Contractor shall furnish a Contract Performance Bank Guarantee for due performance of the

contract till the expiry of guarantee/warranty period, which shall be equivalent to the 10% of the

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value of the contract, as per the proforma described in Section 9, from a nationalized/RBI approved

bank. Failure of the Contractor to furnish the required Bank guarantee by due date shall constitute

sufficient grounds for the annulment of the award and forfeiture of the E.M.D.

(b) Contract Performance Bank Guarantee shall be in the name of the Director of Lighthouses &

Lightships, 'Deep Bhavan’ D 372/2, Taratalla Road, Kolkata-700088.

(c) The Contract Performance Bank Guarantee shall be valid from the date of award of the Contract

and the same will be released after the successful completion of guarantee/warranty period.

(d) The Contractor shall ensure that the Contract Performance Bank Guarantee must be valid and

enforceable until the Contractor has executed and completed the works and remedied any defects.

If the terms of the Contract Performance Bank Guarantee specify its expiry date, and the Contractor

has not become entitled to receive the Performance Certificate by the date 28 days prior to the

expiry date, the Contractor shall get extended the validity of the Contract Performance Bank

Guarantee and renew until the Works have been completed and any defects have been remedied.

(e) The Employer shall not make a claim under the Contract Performance Guarantee, except for

amounts to which the Employer is entitled under the Contract in the event of:

(i) Failure by the Contractor to extend the validity of the Contract Performance Bank Guarantee as

described in the preceding paragraph, in which event the Employer may claim the full amount of the

Contract Performance Bank Guarantee,

(ii) Failure by the Contractor to pay the Employer an amount due, as either agreed by the Contractor or

determined under Sub-Clause “Employer’s Claims” or Clause “Claims, Disputes and Arbitration”

within 30 days after this agreement or determination.

(iii) Failure by the Contractor to remedy a default within 30 days after receiving the Employer’s notice

requiring the default to be remedied, or

(iv) Circumstances, which enables the Employer to terminate under sub-Clause “Termination by

Employer”, irrespective of whether notice of termination has been given.

The Employer shall return the Contract Performance Bank Guarantee to the Contractor after the

successful completion of guarantee/warranty period.

4.18.3 Contractor’s Representative:

(a) The Contractor shall appoint the Contractor’s Representative and shall give him all authority

necessary to act on the Contractor’s behalf under the Contract.

(b) Unless the Contractor’s Representative is named in the Contract, the Contractor shall, prior to the

Commencement Date, submit to the Employer for consent, the name and particulars of the person,

the Contractor proposes to appoint as contractor’s Representative. If consent is withheld or

subsequently revoked, or if the appointed person fails to act as Contractor’s Representative, the

Contractor shall immediately submit the name and particulars of another suitable person for such

appointment. In the event of the employer asking the contractor to remove a person from his staff

stating the reasons, the contractor shall ensure that the person leaves the site immediately and has

no further relations with this work.

(c) The Contractor shall not, without the prior consent of the Employer, revoke the appointment of

the Contractor’s Representative or appoint a replacement.

(d) The Contractor’s Representative shall, on behalf of the Contractor, receive instructions under Sub-

Clause “Instructions”.

(e) The Contractor’s Representative may delegate any powers, functions and authority to any

competent person, and may at any time revoke the Delegation. Any delegation or revocation shall

not take effect until the Employer has received prior notice signed by the Contractor’s

Representative, naming the person and specifying the powers, functions and authority being

delegated or revoked.

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(f) The Contractor’s Representative and all these persons shall be fluent in the language for

communications defined in Sub-Clause “Law and Language”.

4.18.4 Subcontractors

The Contractor may subcontract the part of the works with prior approval of the Employer. The

Contractor shall be responsible for the acts or defaults of any subcontractor, his agents or employees, as if

they were the acts or defaults of the Contractor. The Contractor shall give the Employer not less than 15

days’ notice of-

(a) The intended appointment of the Subcontractor with scope of work, with detailed particulars which

shall include his relevant experience,

(b) The intended commencement of the Subcontractor’s work, and

(c) The intended commencement of the Subcontractor’s work on the Site.

The sub-contractor may work after approval of the Employer. However no extension of time will be

granted to the main contractor due to the error and omission and delays on the part of the sub-contractor.

The employer shall not make any direct payment to any sub-contractor or his assigned agents.

4.18.5 Co-operation:

The Contractor shall, as specified in the Contract or as instructed by the Employer, allow appropriate

opportunities for carrying out work to-

(a) The Employer’s Personnel,

(b) Any other contractors employed by the Employer, and

(c) The personnel of any legally constituted public authorities,

Who may be employed in the execution on or near the site of any work not included in the Contract.

The Contractor shall be responsible for his activities on the Site, and shall co-ordinate his own

activities with those of other contractors to the extent (if any) specified in the Employer’s Requirements.

4.18.6 Setting Out.

The Contractor shall set out the Works in relation to original points, lines and levels of reference

specified in the Contract. The Contractor shall be responsible for the correct positioning of all parts of the

Works, and shall rectify any error in the positions, levels, dimensions or alignment of the Works.

4.18.7 Responsibility for Accidents:

(a) The Contractor shall be responsible for any accidents or damages to the work during the work and

they shall restore and make good such injury at their own expenses.

(b) In every case in which by virtue of provisions of Section-12, sub-section 1 of the workmen's

compensation Act, 1923, the Employer is obliged to pay compensation to a workman employed by

the Contractor, in execution of the work. The Employer will recover from the Contractor the amount

of compensation so paid and without prejudice to the rights of the Employer under section-12, sub-

section-2 of the said Act. The Employer shall be at liberty to recover such amount or any part

thereof by deducting it from their Earnest money, security deposit or from any sum due by the

Employer to the Contractor. The Employer shall not be bound to contest any claim made against it

under section-12, sub-section-1, of the said Act except on the written request of the Contractor and

upon their giving to the Employer full security for all cost for which Govt. might become liable in

consequence of contest of such a claim.

4.19 Quality Assurance:

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The Contractor shall institute quality assurance systems to demonstrate compliance with the

requirements of the contract. The system shall be in accordance with the details stated in the Contract. The

Employer shall be entitled to audit any aspect of the system.

Details of all procedures and compliance documents shall be submitted to the Employer for

information before each design and execution stage is commenced. When any document of technical

nature is issued to the Employer, evidence of the prior approval by the contractor himself shall be apparent

on the document itself.

4.20 Site Data:

The Employer shall have made available to the Contractor for his information, prior to the Base Date,

all relevant data in the Employer’s possession on subsurface and hydrological conditions at the site,

including environmental aspects. The Employer shall similarly make available to the Contractor all such data

that come into the Employer’s possession after the Base Date.

The Contractor shall be responsible for verifying and interpreting all such data. The Employer shall

have no responsibility for the accuracy, sufficiency or completeness of such data, except as stated in Sub-

Clause “General Design Responsibilities”.

4.21 Sufficiency of the Contract Price:

The Contractor shall be deemed to have satisfied himself as to the correctness and sufficiency of the

Contract Price.

The Contract Price covers all the Contractor’s obligations under the Contract (including those under

Provisional Sums, if any) and all things necessary for the proper design, execution and completion of the

Works and the remedying of any defects during construction and thereafter till the work is handed over to

the Employer.

4.22 Unforeseeable Difficulties.

The Contractor shall be deemed to have obtained all necessary information as to risks,

contingencies and other circumstances that may influence or affect the Works. By signing the Contract, the

Contractor accepts total 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.

4.23 Rights of Way and Facilities:

The Contractor shall bear all costs and charges for special and/or temporary rights-of-way that he

may require, including those for access to the Site. The Contractor shall also obtain, at his risk and cost, any

additional facilities outside the Site that he may require for the purpose of the Works.

4.24 Avoidance of Interference:

The Contractor 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 of the Employer or of others. The Contractor shall indemnify and hold the

Employer harmless against and from all damages, losses and expenses (including legal fees and

related expenses) resulting from any such unnecessary or improper interference.

4.25 Access Routes:

The Contractor shall be deemed to have been satisfied as to the suitability and availability of access

routes to the Site.

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(a) The Contractor shall use reasonable efforts to prevent any road or bridge from being damaged by

the Contractor’s traffic or by the Contractor’s Personnel. These efforts shall include the proper use

of appropriate vehicles and routes.

(b) The Contractor shall (as between the Parties) be responsible for any maintenance that may be

required for his use of access routes;

(c) The Contractor shall provide all necessary signs or directions along access routes, and shall obtain

any permission that may be required from the relevant authorities for his use of routes, signs and

direction;

(d) The Employer shall not be responsible for any claims which may arise from the use or otherwise of

any access route,

(e) The Employer does not guarantee the suitability or availability of particular access routes, and,

(f) Costs due to non-suitability or non-availability, for the use required by the Contractor, of access

routes shall be borne by the Contractor.

4.26 Transport of Goods:

Unless otherwise stated in the Special Conditions-

(a) The contractor shall give the Employer not less than 30 days notice of the date on which any Plant or

a major item of other Goods will be delivered to the Site;

(b) The Contractor shall be responsible for packing, loading, transporting, receiving, unloading, storing

and protecting all Goods and other things required for the works; and

(c) The Contractor shall indemnify and hold the Employer harmless against and from all damages, losses

and expenses (including legal fees and related expenses) resulting from the transport of Goods, and

shall negotiate and pay all claims arising from their transport.

4.27 Contractor’s Equipment:

The Contractor shall be responsible for all Contractors’ Equipment. When brought on to the Site,

Contractor’s Equipment shall be deemed to be exclusively intended for the execution of the Works.

4.28 Protection of the Environment:

The Contractor shall take all reasonable steps to protect the environment (both on and off the Site)

and to limit damage and nuisance to people and property resulting from pollution, noise and other results of

his operations. The Contractor shall ensure that emissions, surface discharges and effluent from the

Contractor’s activities shall not exceed the values prescribed by applicable Laws.

4.29Electricity, Water and Gas:

The Contractor shall be responsible for the provision of all power, water and other services he may

require.

4.30 Employer’s Equipment and Materials:

No equipment, tools, plant, other machineries and materials shall be issued by the Employer.

4.31 Progress Reports

Monthly progress reports shall be prepared by the Contractor and submitted to the Employer in six

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 7 days after the last day

of the period to which it relates. Reporting shall continue until the Contractor has completed all works that

is known to be outstanding at the completion date stated in the Taking-Over Certificate for the Works. Each

report, as applicable, shall include-

(a) Charts and detailed descriptions of progress, including Each stage of design, Contractor’s

Documents, procurement, manufacture, delivery to Site, construction, erection, testing,

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commissioning and trial operation; The details described in Sub-Clause “Records of Contractor’s

Personnel and Equipment”;

(b) Copies of quality assurance documents, test results and certificates of Materials;

(c) List of Variations, notices given under Sub-Clause “Employer’s Claims” ;

(d) 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.

4.32 Security of the Site:

The Contractor shall be responsible for keeping unauthorized persons off the Site, and authorized

persons shall be limited to the Contractor’s Personnel and the Employer’s Personnel; and to any other

personnel notified to the Contractor, by (or on behalf of) the Employer, as authorized personnel of the

Employer’s other contractors on the Site.

4.33 Contractor’s operations on Site

The Contractor shall confine his operations to the Site, the Contractor shall take all necessary

precautions to keep Contractor’s Equipment and Contractor’s Personnel within the Site. During the

execution of the Works, the Contractor shall keep the Site free from all unnecessary obstruction, and shall

store or dispose off any Contractor’s Equipment or surplus materials. The Contractor shall clear away and

remove from the Site any wreckage, rubbish and Temporary Works that are no longer required. On

completion for the works, the Contractor shall clear away and remove all Contractors’ Equipment, surplus

materials, wreckage, rubbish and Temporary Works. The Contractor shall leave the Site and the Works in a

clean and safe condition. However, the Contractor may retain on Site, during the Defects Notification

Period, such Goods as are required for the Contractor to fulfill obligations under the Contract.

4.34 Fossils:

All fossils, coins, articles of value or antiquity, and structures and other remains or items of

geological or archaeological interest found on the site shall be placed under the care and authority of the

Employer. The Contractor shall take reasonable precautions to prevent Contractor’s Personnel or other

persons from removing or damaging any of these findings.

The Contractor shall, upon discovery of any such finding, promptly give notice to the Employer, who

shall issue instruction for dealing with it and shall be entitled subject to Sub-Clause “Contractor’s Claims”

4.35 Design:

4.35.1 General Design Obligations:

The Employer shall not be responsible for any error, inaccuracy or omission of any kind in the

Employer’s Requirements as originally included in the Contract and shall not be deemed to have given any

representation of accuracy or completeness of any data or information. Any data or information received by

the Contractor, from the Employer or otherwise, shall not relieve the Contractor from his responsibility for

the design and execution of the Works.

4.35.2 Contractor’s Documents:

The Contractor’s Documents shall comprise the technical documents specified in the Employer’s

Requirements, documents required to satisfy all regulatory approvals, and the documents described in Sub-

Clause “As-Built Documents” and Sub-Clause “Operation and Maintenance Manuals”. Unless otherwise

stated in the Employer’s Requirements, the Contractor’s Documents shall be written in the language for

communications defined in Sub-Clause “Law and Language”.

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4.35.3 If the Employer’s Requirements describe the Contractor’s Documents that are to be submitted to

the Employer for review, they shall be submitted accordingly, together with a notice as described

below. In the following provisions of this Sub-Clause, “Review Period” means the period required

by the Employer for review, and (ii) “Contractor’s Documents” exclude any documents that are not

specified as being required to be submitted for review.

Unless otherwise stated in the Employer’s Requirements, Each review period shall not exceed 21

days, calculated from the date on which the Employer receives a Contractor’s Document and the

Contractor’s notice. This notice shall state that the Contractor’s Document is considered ready,

both for review in accordance with this Sub-Clause and for use. The notice shall also state that the

Contractor’s Document complies with the Contract, or the extent to which it does not comply.

The Employer may, within the review period, give notice to the Contractor that a Contractor’s

Document fails (to the extent stated) to comply with the contract. If a Contractor’s Document so

fails to comply, it shall be rectified, resubmitted and reviewed in accordance with this Sub-Clause, at

the Contractor’s cost.

For Each part of the Works, and except to the extent that the Parties otherwise agree-

(a) Execution of such part of the Works shall not commence prior to the expiry of the review periods for

all the Contractor’s Documents which are relevant to its design and execution

(b) Execution of such part of the Works shall be in accordance with these Contractor’s Documents, as

submitted for review; and

(c) If the Contractor wishes to modify any design or document, which has previously been submitted for

review, the Contractor shall immediately give notice to the Employer. Thereafter, the Contractor

shall submit revised documents to the Employer in accordance with the above procedure.

Any such agreement (under the preceding paragraph) or any review (under this Sub-Clause or

otherwise) shall not relieve the Contractor from any obligation or responsibility.

4.35.4 Contractor’s undertaking:

The Contractor shall undertake that the design, the Contractor’s Documents, the execution and the

completed Works will be in accordance with the laws of the land.

4.35.5 Technical Standards and Regulations:

The design, the Contractor’s Documents, the execution and the completed Works shall comply with

the Country’s technical standards, building, construction and environmental Laws, Laws applicable to the

product being produced from the Works, and other standards specified in the Employer’s Requirements,

applicable to the Works, or defined by the applicable Laws.All these Laws shall, in respect of the Works and

Each Section, be those prevailing when the Works or Section are taken over by the Employer under Clause

“Employer’s Acceptance”. References in the Contract to published standards shall be understood to be

references to the edition applicable on the Base Date, unless stated otherwise.

4.35.6 Training:

The Contractor shall carry out the training of Employer’s Personnel in the operation and

maintenance of the Works to the extent specified in the Employer’s Requirements. As the Contract specifies

training, which is to be, carried out before taking-over, the Works shall not be considered to be completed

for the purposes of taking-over under Sub-Clause “Acceptance of the Works and Sections” until this training

has been completed.

4.35.7 As-Built Documents:

The Contractor shall prepare, and keep up-to-date, a complete set of “as-built” records 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 Employer prior to the commencement of the Tests on Completion.

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In addition, the Contractor shall supply to the Employer as-built drawings of the Works, showing all

Works as executed, and submit them to the Employer for review under Sub-Clause “Contractor’s

Documents”. The Contractor shall obtain the consent of the Employer as to their size, the referencing

system, and other relevant details.

Prior to the issue of any Taking-Over Certificate, the Contractor shall supply to the Employer the

specified numbers and types of copies of the relevant as-built drawings, in accordance with the Employer’s

Requirements. The Works shall not be considered to be completed for the purposes of taking-over under

Sub-Clause “Acceptance of the Works and Sections” until the Employer has received these documents.

4.35.8 Operation and Maintenance Manuals

Prior to commencement of the Tests on Completion, the Contractor shall supply to the Employer

minimum 2 sets of Operation and Maintenance manuals in sufficient detail for the Employer to operate,

maintain, dismantle, reassemble, adjust and repair the System.

The Works shall not be considered to be completed for the purposes of taking-over under Sub-

Clause “Acceptance of the Works and Sections” and any other manuals specified in the Employer’s

Requirements for these purposes.

4.36 Staff and Labour:

4.36.1 The Contractor shall make arrangements for the engagement of all staff and labour, local or

otherwise, and for their payment, housing, feeding and transport.

4.36.2 The Contractor 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 no established rates or

conditions are applicable, the Contractor shall pay rates of wages and observe conditions that 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 Contractor.

4.36.3 The Contractor shall not recruit, or attempt to recruit, staff and labour from amongst the Employer’s

Personnel.

4.36.4 The Contractor shall comply with all the relevant labour Laws applicable to the Contractor’s

Personnel, including Laws relating to their employment, health, safety, welfare, immigration and

emigration, and shall allow them all their legal rights.

4.36.5 The Contractor shall require his employees to obey all applicable Laws, including those concerning

safety at work.

4.36.5 Working Hours:

No work shall be carried out on the Site on locally recognized days of rest, or outside normal

working hours, unless-

(a) Otherwise stated in the Contract,

(b) The Employer gives consent, or

(c) The work is unavoidable, or necessary for the protection of life or property or for the safety of the

Works, in which case the Contractor shall immediately advise the Employer.

4.36.6 Facilities for Staff and Labour:

The Contractor shall provide and maintain all necessary accommodation and welfare facilities for

the Contractor’s Personnel. The Contractor shall also provide facilities for the Employer’s Personnel as

stated in the Employer’s Requirements. The contractor shall not permit any of the Contractor’s Personnel to

maintain any temporary or permanent living quarters within the structures forming part of the Permanent

Works.

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4.36.7 Health and Safety:

The Contractor shall at all times take all reasonable precautions to maintain the health and safety of

the Contractor’s Personnel. In collaboration with local health authorities, the Contractor shall ensure that

medical staff, first aid facilities, sick bay and ambulance service are available at all times at the Site and at

any accommodation for Contractor’s and Employer’s Personnel, and that suitable arrangements are made

for all necessary welfare and hygiene requirements and for the prevention of epidemics.

The Contractor shall appoint an accident prevention officer at the Site, responsible for maintaining

safety and protection against accidents. This person shall be qualified for this responsibility, and shall have

the authority to issue instructions and take protective measures to prevent accidents. Throughout the

execution of the Works, the Contractor shall provide whatever is required by this person to exercise this

responsibility and authority.

The Contractor shall send, to the Employer, details of any accident as soon as practicable after its

occurrence. The Contractor shall maintain records and make reports concerning health, safety and welfare

of persons, and damage to property, as the Employer may reasonably require.

4.36.8 Contractor’s Superintendence:

Throughout the design and execution of the Works, and as long thereafter as is necessary to fulfill

the Contractor’s obligations, the Contractor shall provide all necessary superintendence to plan, arrange,

direct, manage, inspect and test the work.

Superintendence shall be given by a sufficient number of persons having adequate knowledge of the

language for communications defined in Sub-Clause “Law and Language” and of the operations to be carried

out (including the methods and techniques required, the hazards likely to be encountered and methods of

preventing accidents), for the satisfactory and safe execution of the Works.

4.36.9 Contractor’s Personnel:

The Contractor’s Personnel shall be appropriately qualified, skilled and experienced in their

respective trades or occupations. The Employer may require the Contractor to remove (or cause to be

removed) any person employed on the Site or Works, including the Contractor’s Representative if

applicable, who:

(a) Persists in any misconduct or lack of care,

(b) Carries out duties incompetently or negligently,

(c) Fails to conform with any provisions of the Contract, or

(d) Persists in any conduct, which is prejudicial to safety, health, or the protection of the environment.

4.36.10 Records of Contractor’s Personnel and Equipment:

The Contractor shall submit, to the Employer, details showing the number of each class of

Contractor’s Personnel and of each type of Contractor’s Equipment on the Site. Details shall be submitted

each calendar month, in a form approved by the Employer, until the Contractor has completed all work

which is known to be outstanding at the completion date stated in the Taking-Over Certificate for the

Works.

4.36.11 Disorderly Conduct:

The Contractor shall at all times take all reasonable precautions to prevent any unlawful, riotous or

disorderly conduct by or amongst the Contractor’s Personnel, and to preserve peace and protection of

persons and property on and near the Site.

4.37 Plant, Materials and Workmanship:

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4.37.1 Manner of Execution:

The Contractor shall carry out the establishment of the System and all other execution of the Works:

(a) In the manner specified in the Contract,

(b) In a proper workmanlike and careful manner, in accordance with recognized good practice, and

(c) With properly equipped facilities except as otherwise specified in the Contract.

4.37.2 Inspection:

The Employer’s Personnel shall at all reasonable times:

(a) Have full access to all parts of the Site and to all places from which natural Materials are being

obtained, and

(b) During production, manufacture and construction (at the Site and, to the extent specified in the

Contract, elsewhere), be entitled to examine, inspect, measure and test the materials and

workmanship, and to check the progress of works.

The Contractor shall give the Employer’s Personnel full opportunity to carry out these activities,

including providing access, facilities, permissions and safety equipment. No such activity shall relieve the

Contractor from any obligation or responsibility.

In respect of the work which Employer’s Personnel are entitled to examine, inspect, measure and/or

test, the Contractor shall give notice to the Employer whenever any such work is ready and before it is

covered up, put out of sight, or packaged for storage or transport. The Employer shall then either carry out

the examination, inspection, measurement or testing without unreasonable delay, or promptly give notice

to the Contractor that the Employer does not require to do so. If the Contractor fails to give the notice, he

shall, if and when required by the Employer, uncover the work and thereafter reinstate and make good, all

at the Contractor’s cost.

4.37.4 Testing:

This Sub-Clause shall apply to all tests specified in the Contract, other than the Tests after

Completion.

The Contractor shall provide all apparatus, assistance, documents and other information, electricity,

equipment, fuel, consumables, instruments, labour, materials, and suitably qualified and experienced staff,

as are necessary to carry out the specified tests efficiently. The Contractor shall agree, with the Employer,

the time and place for the specified testing of any Plant, Materials and other parts of the Works.

The Employer may, under Clause “Variations and Adjustments”, vary the location or details of

specified tests, or instruct the Contractor to carry out additional tests. If these varied or additional tests

show that the tested System, Subassemblies, Materials or Workmanship is not in accordance with the

Contract, the cost of carrying out this Variation shall be borne by the Contractor.

The Contractor shall promptly forward to the Employer duly certified reports of the tests. When the

specified tests have been passed, the Employer shall endorse the Contractor’s test certificate, or issue a

certificate to him, to that effect.

4.37.5 Rejection:

If, as result of an examination, inspection, measurement or testing, any System, Subassemblies,

Materials, Design or Workmanship is found to be defective or otherwise not in accordance with the

Contract, the Employer may reject the System, Subassemblies, Materials, Design or Workmanship by giving

notice to the Contractor, with reasons. The Contractor shall then promptly make good the defect and

ensure that the rejected item complies with the Contract.

If the Employer requires this System, Subassemblies, Materials, Design or Workmanship to be

retested, the tests shall be repeated under the same terms and conditions. If the rejection and retesting

cause the Employer to incur additional costs, the Contractor shall subject to Sub-Clause “Employer’s Claims”

pay these costs to the Employer.

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4.37.6 Remedial Work:

Notwithstanding any previous test or certification, the Employer may instruct the Contractor to:

(a) Remove from the Site and replace any Plant or Materials which is not in accordance with the

Contract,

(b) Remove and re-execute any other work which is not in accordance with the Contract, and

(c) Execute any work which is urgently required for the safety of the Works, whether because of an

accident, unforeseeable event or otherwise.

If the Contractor fails to comply with any such instruction, which complies with Sub-Clause

“Instructions”, the Employer shall be entitled to employ and pay other persons to carry out the work.

Except to the extent that the Contractor would have been entitled to payment for the work, the Contractor

shall subject to Sub-Clause “Employer’s Claims” pay to the Employer all costs arising from this failure.

4.37.7 Ownership of Plant and Material:

Each item of the System, Subassemblies and Materials shall, to the extent consistent with the laws

of the Country, become the property of the Employer when it is delivered to the Site;

4.37.8 Royalties:

The Contractor shall pay all royalties, rents and other payments for-

(a) Natural Materials obtained from outside the Site, and

(b) The disposal of materials from demolitions and excavations and of other surplus material (whether

natural or man-made), except to the extent that disposal areas within the Site are specified in the

Contract.

4.38 Commencement, Delays and Suspension:

4.38.1 Commencement of Works:

The Contractor shall commence the design and execution of the Works immediately after the

Commencement Date with due expedition and without delay.

4.38.2 Time for Completion:

The Contractor shall complete the whole of the Works, and Each Section (if any), within the Time for

Completion for the Works or Section (as the case may be), including;

(a) Achieving the passing of the Tests on Completion, and

(b) Completing all work, this is stated in the Contract as being required for the Works or Section to be

considered to be completed for the purposes of Acceptance under Sub-Clause “Acceptance of the

Works and Sections”.

4.38.3 Programme:

The Contractor shall submit a time programme by way of CPM/PERT programme to the Employer

within 15 days after the Commencement Date. The Contractor shall also submit a revised programme

whenever the previous programme is inconsistent with actual progress or with the Contractor’s obligations.

Unless otherwise stated in the Contract, Each programme shall include:

(a) The order in which the Contractor intends to carry out the Works, including the anticipated timing of

Each major stage of the Works,

(b) The periods for reviews under “Contractor’s Documents”,

(c) The sequence and timing of inspections and tests specified in the Contract, and

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(d) A supporting report which includes-

(i) A general description of the methods which the Contractor intends to adopt for the execution of

each major stage of the Works, and

(ii) The approximate number of each class of Contractor’s Personnel and of each type of

Contractor’s Equipment for Each major stage.

Unless the Employer, within 7 days after receiving a programme, gives notice to the Contractor

stating the extent to which it does not comply with the Contract, the Contractor shall proceed in accordance

with the programme, subject to his other obligations under the Contract. The Employer’s Personnel shall be

entitled to rely upon the programme when planning their activities.

The Contractor shall promptly give notice to the Employer of specific probable future events or

circumstances that may adversely affect or delay the execution of the Works. In this event, or if the

Employer gives notice to the Contractor that a programme fails (to the extent stated) to comply with the

Contract or to be consistent with actual progress and the Contractor’s stated intentions, the Contractor shall

submit a revised programme to the Employer in accordance with this Sub-Clause.

4.38.4 Extension of Time for Completion:

Time is essence of the Contract. No extension of time shall be granted except under exceptional

circumstances. If the Contractor shall desire an extension of time for the completion of the work on the

grounds of having been unavoidably hindered in its execution or on any other ground, he shall apply in

writing to the Employer within 15 days of the date of the hindrance on account of which he desires such

extension. If in the opinion of the Employer, which shall be final, the grounds shown by the Contractor are

reasonable the Employer may authorize such extension of time as may in his opinion, be necessary or

proper.

4.38.5 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 under Sub-Clause “Programme”, the

Employer may instruct the Contractor to submit, under Sub-Clause “Programme”, a revised

programme and supporting report describing the revised methods which the Contractor proposes to

adopt in order to expedite progress and complete the work within the time stipulated in the

Contract.

(c) Unless the Employer notifies otherwise, the Contractor shall adopt these revised methods, which

may require increases in the working hours and/or in the numbers of Contractor’s Personnel and/or

Goods, at the risk and cost of the Contractor. If these revised methods cause the Employer to incur

additional costs, the Contractor shall subject to Sub-Clause “Employer’s Claims” pay these costs to

the Employer, in addition to liquidated damages (if any) under Sub-Clause “ Liquidated Damages”

4.38.6 Liquidated Damages:

If the Contractor fails to comply with Sub-Clause “Time for Completion”, the Contractor shall be

subjected to Sub-clause “Employer’s claims” pay liquidated damages to the Employer for this default which

shall be paid @ 2% of the Contract Value per month which shall elapse between the relevant Time for

Completion and the date stated in the Taking-over Certificate. However, the total amount due under this

Sub-Clause shall not exceed the maximum amount of 10% of the Contract Value.

These liquidated damages shall be the only damages due from the Contractor for such default, other

than in the event of termination under sub-Clause “Termination by Employer” prior to completion of the

works. These damages shall not relieve the Contractor from his obligation to complete the Works, or from

any other duties, obligations or responsibilities that he may have under the Contract.

4.39 Suspension of Work:

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4.39.1 The Employer may at any time instruct the Contractor to suspend progress of part or all of the

Works. During such suspension, the Contractor shall protect, store and secure such part or the

Works against any deterioration, loss or damage.

4.39.2 The Employer may also notify the cause for the suspension. If and to the extent that the cause is

notified and is the responsibility of the Contractor, the following Sub-Clauses 4.38.3,4.38.4 and

4.38.5 shall not apply.

4.39.3 Consequences of Suspension:

If the Contractor suffers delay and/or incurs Cost from complying with the Employer’s instructions

under Sub-Clause “Suspension of Work” and/or from resuming the work, the Contractor shall give

notice to the Employer and shall be entitled subject to Sub-Clause “Contractor’s Claims” to-

(a) An extension of time for any such delay, if completion is or will be delayed, under Sub-Clause

“Extension of Time for Completion”, and

(b) Payment of any such Cost, which shall be added to the Contract Price.

After receiving this notice, the Employer shall proceed in accordance with Sub-Clause

“Determinations” to agree or determine these matters. The Contractor shall not be entitled to an extension

of time for, or to payment of the Cost incurred in, making good the consequences of the Contractor’s faulty

design, workmanship or materials, or of the Contractor’s failure to protect or secure store in accordance

with Sub-Clause “Suspension of Work”.

4.39.4 Payment for Plant and Materials in the event of Suspension:

The Contractor shall be entitled to payment of the value (as at the date of suspension) of Plant

and/or Materials that have not been delivered to Site, if

(a) The work on Plant or delivery of Plant and/or Materials has been suspended for more than 28 days,

and

(b) The Contractor has marked the Plant and/or Materials as the Employer’s property in accordance

with the Employer’s instructions.

4.39.5 Prolonged Suspension:

If the suspension under Sub-Clause “Suspension of Work” has continued for more than 90 days, the

Contractor may request the Employer’s permission to proceed with the work. If the Employer does not give

permission within 28 days after being requested to do so, the Contractor may, by giving notice to the

Employer, treat the suspension as an omission under Clause “Variations and Adjustments” of the affected

part of the Works. If the suspension affects the whole of the Works, the Contractor may give notice of

termination under Sub-Clause “Termination by Contractor”.

4.39.6 Resumption of Work:

After the permission or instruction to proceed is given, the Parties shall jointly examine the Works

and the Plant and Materials affected by the suspension. The Contractor shall make good any deterioration

or defect in or loss of the Works or Plant or Materials, which has occurred during the suspension.

4.40 Tests on Completion:

4.40.1 Contractor’s Obligation:

The Contractor shall carry out the Tests on Completion in accordance with this clause and Sub-

Clause “Testing” after providing the documents in accordance with Sub-Clause “As-Built Documents” and

Sub-Clause “Operation and Maintenance Manuals”.

The Contractor shall give to the Employer not less than 21 days’ notice of the date after which the

Contractor will be ready to carry out each of the Tests on Completion. Unless otherwise agreed, Tests on

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Completion shall be carried out within 14 days after this date, on such day or days as the Employer shall

instruct.

Unless otherwise stated in the Special Conditions, the Tests on Completion shall be carried out in

the following sequence.

(a) Pre-commissioning tests, which shall include the appropriate inspections and (“dry’ or ‘cold’)

functional tests to demonstrate that Each item of the system can safely under-take the next test,

(b) Commissioning tests, which shall include the specified operational tests to demonstrate that the

Works or Section can be operated safely and as specified, under all available operating condition;

and

(c) Trial operation, which shall demonstrate that the Works or Section perform reliably and in

accordance with the Contract.

During trial operation, when the Works are operating under stable conditions, the contractor shall

give notice to the Employer that the Works are ready for any other Tests on completion, including

performance tests to demonstrate whether the Works conform with criteria specified in the Employer’s

Requirements and to the Performance Guarantees.

Trial operation shall not constitute a taking-over under Clause “Employer’s Acceptance”. Unless

otherwise stated in the Special Conditions, any product produced by the Works during trial operation shall

be the property of the Employer.

In considering the results of the Tests on Completion, appropriate allowances shall be made for the

effect of any use of the Works by the Employer on the performance or other characteristics of the Works.

As soon as the Works, or a Section, have passed each of the Tests on Completion described in sub-paragraph

(a), (b) or (c), the Contractor shall submit a certified report of the results of these Tests to the Employer.

4.40.2 Delayed Tests

If the Contractor is unduly delaying the Tests on Completion, the Employer may by notice require

the Contractor to carry out the Tests within 15 days after receiving the notice. The Contractor shall carry

out the Tests on such day or days within that period as the Contractor may fix and of which he shall give

notice to the Employer.

4.40.3 Retesting:

If the Works, or a Section, fail to pass the Tests on completion, sub-clause “Rejection” shall apply,

and the Employer or the Contractor may require the failed Tests and Tests on Completion on any related

work, to be repeated under the same.

4.40.4 Failure to Pass Tests on Completion:

If the Works, fail to pass the Tests on Completion repeated under Sub-Clause “Retesting”, the

Employer shall be entitled to:

(a) Order further repetition of Tests on Completion;

(b) If the failure deprives the Employer of substantially the whole benefit of the Works, reject the

Works, in that event the Employer shall have the same remedies as are provided in sub-paragraph(c)

of Sub-Clause “Failure to Remedy Defects” or

(c) Issue of an Acceptance Certificate.

In the event of sub-paragraph(b), the Contractor shall proceed in accordance with all other

obligations under the Contract, and the Contract Price shall be reduced by such amount as shall be

appropriate to cover the reduced value to the Employer as a result of this failure. Unless the relevant

reduction for this failure is stated (or its method of calculation is defined) in the Contract, the Employer may

require the reduction to be determined and paid under Sub-Clause “Employer’s Claims” and Sub-Clause

“Determinations”.

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4.41 Employer’s Acceptance:

4.41.1 Acceptance of the Works:

The decision as to the final acceptance of the system shall rest with the employer. Except as stated

in Sub-Clause “Failure to Pass Tests on Completion”, the Works shall be accepted by the Employer when (i)

the Works have been completed in accordance with the Contract, including the matters described in Sub-

Clause “Time for Completion” and except as allowed in sub-paragraph (a) below, and (ii) an Acceptance

Certificate for the Works has been issued, or is deemed to have been issued in accordance with this Sub-

Clause.

The Contractor may apply by notice to the Employer for an Acceptance Certificate not earlier than

14 days before the Works will, in the Contractor’s opinion, is complete and ready for Acceptance.

The Employer shall, within 90 days after receiving the contractor’s application-

(a) Issue the Acceptance Certificate to the Contractor, stating the date on which the Works were

completed in accordance with the Contract; or

(b) Reject the application, giving reasons and specifying the work required to be done by the Contractor

to enable the Acceptance Certificate to be issued. The Contractor shall then complete this work

before issuing a further notice under this Sub-Clause.

4.42 Defects Liability:

4.42.1 Completion of Outstanding Work and Remedying Defects:

In order that the Works and Contractor’s Documents, shall be in the condition required by the

Contract by the expiry date of the relevant Defects Notification Period or as soon as practicable thereafter,

the Contractor shall-

(a) Complete any work which is outstanding on the date stated in a Taking-Over Certificate, within such

reasonable time as is instructed by the Employer, and

(b) Execute all work required to remedy defects or damage, as may be notified by the Employer on or

before the expiry date of the Defects Notification Period for the Works or Section (as the case may

be).

4.42.2 Cost of Remedying Defects:

All work referred to in sub-paragraph (b) of Sub-Clause “Completion of Outstanding Work and

Remedying Defects” shall be executed at the risk and cost of the Contractor 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 or maintenance which was attributable to matters for which the Contractor is

responsible, or

(d) Failure by the Contractor to comply with any other obligation.

(e) If and to the extent that such work is attributable to any other cause, the Employer shall give notice

to the Contractor accordingly, and Sub-Clause “Variation Procedure” shall apply.

4.42.3 Extension of Defects Notification Period:

The Employer shall be entitled subject to Sub-Clause “Employer’s Claims” to an extension of the

Defects Notification Period for the works if and to the extent that the Works, cannot be used for the

purposes for which they are intended by reason of a defect or damage.

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4.42.4 Failure to Remedy Defects:

If the Contractor fails to remedy any defect or damage within a reasonable time, a date may be fixed

by the Employer, by which date the defect or damage is to be remedied. The Contractor shall be given

reasonable notice of this date.If the Contractor fails to remedy the defect or damage by this notified date

and this remedial work was to be executed at the cost of the Contractor under Sub-Clause “Cost of

Remedying Defects”, the Employer may (at his option)-

(a) Carry out the work himself or by others, in a reasonable manner and at the Contractor’s cost, but

the Contractor shall have no responsibility for this work; and the Contractor shall subject to Sub-

Clause “Employer’s Claims” pay to the Employer the costs incurred by the Employer in remedying

the defect or damage;

(b) Agree or determine a reasonable reduction in the Contract Price in accordance with Sub- Clause

“Determinations”; or

(c) If the defect or damage deprives the Employer of substantially the whole benefit of the works or any

major part of the Works, terminate the Contract as a whole, or in respect of such major part that

cannot be put to the intended use. Without prejudice to any other rights, under the Contracts or

otherwise, the Employer shall then be entitled to recover all sums paid for the Works or for such

part (as the case may be), plus financing costs and the cost of dismantling the same, clearing the Site

and returning Plant and Materials to the Contractor.

4.42.5 Removal of Defective Work:

If the defect or damage cannot be remedied expeditiously on the Site and the Employer gives

consent, the Contractor may remove from the Site for the purposes of repair such items of plant as are

defective or damaged. This consent may require the Contractor to increase the amount of the performance

Security by the full replacement cost of these items, or to provide other appropriate security.

4.42.6 Further Tests:

If the work of remedying or any defect or damage may affect the performance of the Works, the

Employer may require the repetition of any of the tests described in the Contract, including Tests on

Completion and /or Tests after Completion. The requirement shall be made by notice within 15 days after

the defect or damage is remedied.

These Tests shall be carried out in accordance with the terms applicable to the previous tests,

except that they shall be carried out at the risk and cost of the party liable, under Sub-Clause “Cost of

Remedying Defects”, for the cost of the remedial work.

4.42.7 Right of Access:

Until the Performance Certificate has been issued, the Contractor shall have the right of access to all

parts of the Works and to records of the operation and performance of the works, except as may be

inconsistent with the Employer’s reasonable security restrictions.

4.42.8 Contractor to Search:

The Contractor shall, if required by the Employer, search for the cause of any defect, under the

direction of the Employer. Unless the defect is to be remedied at the cost of the Contractor under Sub-

Clause “Cost of Remedying Defects”, the Cost of the search plus reasonable profit shall be agreed or

determined in accordance with Sub-Clause “Determinations” and shall be added to the Contract Price.

4.42.9 Performance Certificate

Performance of the Contractor’s obligations shall not be considered to have been completed until

the Employer has issued the Performance Certificate to the Contractor, stating the date on which the

Contractor completed his obligations under the Contract.

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(a) The Employer shall issue the Performance Certificate within 30 days after the latest of the expiry

dates of the Defects Notification Periods, or as soon thereafter as the Contractor has supplied all the

Contractor’s Documents and completed and tested all the works, including remedying any defects.

(b) Only the Performance Certificate shall be deemed to constitute acceptance of the Works.

4.42.10 Unfulfilled Obligations:

After the Performance Certificate has been issued, Each Party shall remain liable for the fulfillment

of any obligation, which remains unperformed at that time. For the purposes of determining the nature and

extent of unperformed obligations, the Contract shall be deemed to remain in force.

4.42.11 Clearance of Site:

Upon receiving the Performance Certificate, the Contractor shall remove any remaining Contractor’s

Equipment, surplus material, wreckage, rubbish and Temporary Works from the Site.

If all these items have not been removed within 30 days after the Employer issues the Performance

Certificate, the Employer may sell or otherwise dispose of any remaining items. The Employer shall be

entitled to be paid the costs incurred in connection with, or attributable to, such sale or disposal and

restoring the Site.

Any balance of the moneys from the sale shall be paid to the Contractor. If these moneys are less

than the Employer’s costs, the Contractor shall pay the outstanding balance to the Employer.

4.43 Tests after Completion:

4.43.1 Procedure for Tests after Completion:

If Tests after Completion are specified in the Contract, this Clause shall apply. Unless otherwise

stated in the Special Conditions;

(a) The Employer shall provide all electricity, fuel and materials, and make the Employer’s Personnel

and Plant available;

(b) The Contractor shall provide any other plant, equipment and suitably qualified and experienced

staff, as are necessary to carry out the Tests after Completion efficiently; and

(c) The Contractor shall carry out the Tests after Completion in the presence of such Employer’s and/or

Contractor’s Personnel as either Party may reasonably request.

The Tests after Completion shall be carried out as soon as is reasonably practicable after the Works

have been taken over by the Employer. The Employer shall give to the Contractor 15 days’ notice of the

date after which the Tests after Completion will be carried out. Unless otherwise agreed, these Tests shall

be carried out within 15 days after this date, on the day or days determined by the Employer.

The results of the Tests after Completion shall be compiled and evaluated by the Contractor, who

shall prepare a detailed report. Appropriate account shall be taken of the effect of the Employer’s prior use

of the Works.

4.43.2 Retesting:

If the Works, fail to pass the Tests after Completion;

(a) Sub-paragraph (b) of Sub-Clause “Completion of Outstanding Work and Remedying of Defects”

shall apply and

(b) Either Party may then require the failed Tests and the Tests after Completion on any related work,

to be repeated under the same terms and conditions.

41

If and to the extent that this failure and retesting are attributable to any of the matters listed in sub-

paragraphs (a) to (d) of sub-Clause “Cost of Remedying Defects” and cause the Employer to incur additional

costs, the Contractor shall subject to Sub-Clause “Employer’s Claims” pay these costs to the Employer.

4.44 Variations and Adjustments:

4.44.1 Right to Vary:

The Employer may initiate variations at any time prior to issuing the Taking-Over Certificate for the

Works. The Contractor shall execute and be bound by Each Variation, unless the Contractor promptly

gives notice to the Employer stating (with supporting particulars) that (i) the Contractor cannot readily

obtain the Goods required for the Variation, (ii) it will reduce the safety or suitability of the Works, or (iii) it

will have an adverse impact on the achievement of the Performance Guarantees. Upon receiving this

notice, the Employer shall cancel, confirm or vary the instruction that shall be final.

4.44.2 Value Engineering:

The Contractor may, at any time, submit to the Employer a written proposal which (in the

Contractor’s opinion) will, if adopted, (i) accelerate completion, (ii) reduce the cost to the Employer of

executing, maintaining or operating the Works, (iii) improve the efficiency or value to the Employer of the

completed Works, or (iv) otherwise be of benefit to the Employer.

The proposal shall be prepared at the cost of the Contractor and shall include the items listed in Sub-

Clause “Variation Procedure”.

4.44.3 Variation Procedure:

If the Employer requests a proposal, prior to instructing a Variation, the Contractor shall respond in

writing as soon as practicable, either by giving reasons why he cannot comply (if this is the case) or by

submitting-

(a) A description of the proposed design and/or work to be performed and a program for its execution,

(b) The Contractor’s proposal for any necessary modifications to the program according to Sub-Clause

“Program” and the Time for Completion, and

(c) The Contractor’s proposal for adjustment to the Contract Price.

The Employer shall, as soon as practicable after receiving such proposal (under Sub-Clause “Value

Engineering” or otherwise), respond with approval, disapproval or comments. The Contractor shall not

delay any work whilst awaiting a response.Each instruction to execute a Variation, with any requirements

for the recording of Costs, shall be issued by the Employer to the Contractor, who shall acknowledge receipt.

Upon instructing or approving a Variation, the Employer shall proceed in accordance with Sub-

Clause “Determinations” to agree or determine adjustments to the Contract Price and the Schedule of

Payments. These adjustments shall include reasonable profit, and shall take account of the Contractor’s

submissions under Sub-Clause “Value Engineering”.

4.44.4 Payment in Applicable Currencies:

The Contract provides for payment of the Contract Price in Indian Rupees only. All payments for

equipment, installations, testing & commissioning training, as per Schedule of works in ‘Section 7’ of this Bid

shall be made in Indian Rupees.

4.44.5 Provisional Sums:

Each Provisional Sum shall only be used, in whole or in part, in accordance with the Employer’s

instructions and the Contract Price shall be adjusted accordingly. The total sum paid to the contractor shall

include only such amounts, for the work, supplies or services to which the provisional Sum relates, as the

Employer shall have instructed. For Each Provisional sum, the Employer may instruct-

42

(a) Work to be executed (including Plant, Materials or services to be supplied) by the Contractor and

valued under Sub-Clause “Variation Procedure”; and/or

(b) Plant, Materials or services to be purchased by the Contractor, for which these shall be added to the

Contract Price less the original Provisional sums-

(i) The actual amounts paid (or due to be paid) by the Contractor, and

(ii) A sum for overhead charges and profit, calculated as a percentage of these actual amounts by

applying the relevant percentage rate (if any) stated in the Contract.

The Contractor shall, when required by the Employer, produce quotations, invoices, vouchers and

accounts or receipts in substantiation.

4.44.6 Adjustments for Changes in Costs:

The Contract Price shall not be adjusted for rises or falls in the cost of labour, Goods and other

inputs to the Works.

4.45 Contract Price and Payment:

4.45.1 The Contract Price:

The entire work shall be executed on Turn Key basis. Unless otherwise stated in the Special

Conditions-

(a) Payment for the Works shall be made on the basis of the Contract Price as mentioned in clause

5.10, subject to adjustments in accordance with the Contract; and

(b) The Contractor shall pay all taxes, duties, fees and levies including sales tax, service tax, municipal

taxes, local taxes, all royalties, patent rights, wharfage, other incidental charges etc. Charges

towards payment of VAT/Sales Tax, and Service Tax shall be reimbursed as per actual against proof

of payment. However no claim on any other type of levies shall be entertained.

4.45.2 Schedule of Payments:

(a) The Contract includes schedule of payment specifying the installments in which the Contract

Price shall be paid.

(b) If these installments do not match the actual progress achieved in executing the Works, and if

actual progress is found to be less than that on which the Schedule of Payments was based, then

the Employer may proceed in accordance with Sub-Clause “Determinations” 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.

4.45.3 Interim Payments:

No amount will be paid until the Employer has received and approved the Performance Security.

Thereafter, the Employer shall within 28 days after receiving a Statement and supporting documents, give to

the Contractor notice of any items in the Statement with which the Employer disagrees, with supporting

particulars. Payments due shall not be withheld, except that:

(a) If anything supplied or work done by the Contractor is not in accordance with the Contract, the cost

of rectification or replacement may be withheld until rectification or replacement has been

completed; and/or

(b) If the Contractor fails to perform any work or obligation in accordance with the Contract, and had

been so notified by the Employer, the value of this work or obligation may be withheld until the

work or obligation has been performed.

43

The Employer may, be any payment, make any correction or modification that should properly be

made to any amount previously considered due. Payment shall not be deemed to indicate the Employer’s

acceptance, approval, consent or satisfaction.

4.45.4 Timing of Payments:

Except as otherwise stated in Sub-Clause “Employer’s Claims”, the Employer shall pay to the

Contractor as per schedule of payment mentioned in Section 5.10.

4.45.5 Cessation of Employer’s Liability:

The Employer shall not be liable to the Contractor for any matter or thing under or in connection

with the Contract or execution of the Works, except to the extent that the Contractor shall have included an

amount expressly for it:

4.45.6 Currencies of Payment:

The Contract Price shall be paid in the local currency i.e. Indian Rupees only.

4.46 Termination by Employer:

4.46.1Notice to Correct:

If the Contractor fails to carry out any obligation under the Contract, the Employer may by notice

require the Contractor to make good the failure and to remedy it within a specified reasonable time.

4.46.2 Termination by Employer

The Employer shall terminate the Contract if the Contractor-

(a) Fails to comply with Sub-Clause “Performance Security” or with a notice under Sub-Clause

“Notice to Correct”,

(b) Abandons the Work or otherwise plainly demonstrates the intention not to continue

performance of his obligation under the Contract,

(c) Without reasonable excuse fails to proceed with the works in accordance with clause

“Commencement, Delays and Suspension”,

(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-

(i) For doing or forbearing to do any action in relation to the Contract, or

(ii) For showing or forbearing to show favour or disfavour to any person in relation to the

Contract, or

(iii) If any of the Contractor’s Personnel, agents or Subcontractors gives or offers to give

(directly or indirectly) to any person any such inducement or reward as is described in

this sub-paragraph. However, lawful inducements and rewards to Contractor’s

Personnel shall not entitle termination.

In any of these events or circumstances, the Employer may, upon giving 15 days notice to the

Contractor, terminate the Contract and expel the Contractor from the Site. However, in the case of sub-

paragraph (e) or (f), the Employer may by notice terminate the Contract immediately.

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The Employer’s election to terminate the Contract shall not prejudice any other rights of the

Employer, under the Contract or otherwise. The Contractor shall then leave the Site and deliver any required

Goods, all Contractors’ Documents, and other design documents made by or for him, to the Employer.

However, the Contractor shall use his best efforts to comply immediately with any reasonable instructions

included in the notice (i) for the assignment of any sub-contract, and (ii) for the protection of life or property

or for the safety of the Works.

After termination, the Employer may complete the Works and/or arrange for any other entities to

do so. The Employer and these entities may then use any Goods, Contractor’s Documents and other design

documents made by or on behalf of the Contractor.

The Employer shall then give notice that the Contractor’s Equipment and Temporary Works will be

released to the Contractor at or near the Site. The Contractor shall promptly arrange their removal, at the

risk and cost of the Contractor. However, if by this time the Contractor has failed to make a payment due to

the Employer, the Employer may sell these items in order to recover this payment. Any balance of the

proceeds shall then be paid to the Contractor.

4.46.3 Valuation at Date of Termination:

As soon as practicable after a notice of termination under Sub-Clause “Termination by Employer”

has taken effect, the Employer shall proceed in accordance with Sub-Clause “Determinations” to agree or

determine the value of the Works, Goods and Contractor’s Documents, and any other sums due to the

Contractor for work executed in accordance with the Contract.

4.46.4 Payment after Termination:

After a notice of termination under Sub-Clause “Termination by Employer” has taken effect, the

Employer may-

(a) Proceed in accordance with Sub-Clause “Employer’s Claims”,

(b) With-hold further payments to the Contractor 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 Employer, have been established, and/or

(c) Recover from the Contractor any losses and damages incurred by the Employer and any

extra costs of completing the Works, after allowing for any sum due to the Contractor under

Sub-Clause “Valuation at Date of Termination”. After recovering any such losses, damages

and extra costs, the Employer shall pay any balance to the Contractor.

4.46.5 Employer’s Entitlement to Termination:

The Employer shall be entitled to terminate the Contract, at any time for the Employer’s

convenience, by giving notice of such termination to the Contractor. The termination shall take effect 30

days after the later of the dates on which the Contractor receives this notice or the Employer returns the

Performance Security. The Employer 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 contractor.

After this termination, the Contractor shall proceed in accordance with Sub-Clause “Cessation of

Work and Removal of Contractor’s Equipment” and shall be paid in accordance with Sub-Clause “Optional

Termination, Payment and Release”.

4.46.6 Cessation of Work and Removal of Contractor’s Equipment:

After a notice of termination under Sub-Clause “Employer’s Entitlement to Termination”, or Sub-

Clause “Optional Termination, Payment and Release” has taken effect, the Contractor shall promptly:

(a) Cease all further work, except for such work as may have been instructed by the Employer

for the protection of life or property or for the safety of the Works,

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(b) Hand over Contractor’s Documents, Plant, Materials and other work, for which the

Contractor has received payment, and

(c) Remove all other Goods from the Site, except as necessary for safety, and leave the Site.

4.47 Risk and Responsibility:

4.47.1 Indemnities:

The Contractor shall indemnify and hold harmless the Employer, the Employer’s Personnel, and their

respective agents, against and from all claims, damages, losses and expenses (including legal fees and

expenses) in respect of-

(a) Bodily injury, sickness, disease or death, of any person whatsoever arising out of or in the

course of or by reason of the design, execution and completion of the works and the

remedying of any defects, unless attributable to any negligence, willful act or breach of the

Contract by the Employer, the Employer’s Personnel, or any of their respective agents, and

(b) Damage to or loss of any property, real or personal (other than the Works), to the extent

that such damage or loss:

(i) Arises out of or in the course of or by reason of the design, execution and completion

of the Works and the remedying of any defects, and

(ii) is not attributable to any negligence, willful act or breach of the Contract by the

Employer, the Employer’s Personnel, their respective agents, or anyone directly or

indirectly employed by any of them.

The Employer shall indemnify and hold harmless the Contractor, the Contractor’s Personnel, and

their respective agents, against and from all claims, damages, losses and expenses (including legal fees and

expenses) in respect of (1) bodily injury, sickness, disease or death, which is attributable to any negligence,

willful act or breach of the Contract by the Employer, the Employer’s Personnel, or any of their respective

agents, and (2) the matters for which liability may be excluded from insurance cover, as described in sub-

paragraphs (d) (i), (ii) and (iii) of Sub-Clause “Insurance Against Injury to Persons and Damage to Property”.

4.47.2 Contractor’s Care of the Works:

The Contractor 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 under Sub-Clause

“Acceptance of the Works and Sections” for the Works”), when responsibility for the care of the Works shall

pass to the Employer.

If any loss or damage happens to the Works, Goods or Contractor’s Documents during the period

when the Contractor is responsible for their care, from any cause not listed in Sub-Clause “Employer’s

Risks”, the Contractor shall rectify the loss or damage at the Contractor’s risk and cost, so that the Works,

Goods and Contractor’s Documents conform to the Contract.

The Contractor shall be liable for any loss or damage caused by any action performed by the

Contractor after a Taking-Over Certificate has been issued. The Contractor shall also be liable for any loss or

damage which occurs after a Taking-Over Certificate has been issued and which arose from a previous event

for which the Contractor was liable.

4.47.3 Employer’s Risks:

The risks referred to in Sub-Clause 4.47.4 below are:

(a) War, hostilities (whether war be declared or not), invasion, act of foreign enemies,

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(b) Rebellion, terrorism, revolution, insurrection, military or usurped power, or civil war, within

the Country,

(c) Riot, commotion or disorder within the Country by persons other than the Contractor’s

Personnel and other employees of the Contractor and Subcontractors,

(d) Munitions of war, explosive materials, ionizing radiation or contamination by radio-activity,

within the Country, except as may be attributable to the Contractors use of such munitions,

explosives, radiation or radio-activity, and

(e) Pressure waves caused by aircraft or other aerial devices travelling at sonic or supersonic

speeds.

4.47.4 Consequences of Employer’s Risks:

If and to the extent that any of the risks listed in Sub-Clause 4.47.3 above results in loss or damage

to the Works, Goods or Contractor’s Documents, the Contractor shall promptly give notice to the Employer

and shall rectify this loss or damage to the extent required by the Employer.

If the Contractor suffers delay and/or incurs Cost from rectifying this loss or damage, the Contractor

shall give a further notice to the Employer and shall be entitled subject to Sub-Clause “Contractor’s Claims”

to:

(a) An extension of time for any such delay, if completion is or will be delayed under Sub-Clause


(b) Payment of any such Cost, which shall be added to the Contract Price.

After receiving this further notice, the Employer shall proceed in accordance with Sub-Clause

“Determinations” to agree or determine these matters.

4.47.5Intellectual and Industrial Property Rights:

In this Sub-Clause, “infringement” means an infringement (or alleged infringement) of any patent,

registered design, copyright, trademark, trade name, trade secret or other intellectual or industrial property

right relating to the Works; and “claim” means a claim (or proceedings pursuing a claim) alleging an

infringement.

Whenever a Party does not give notice to the other Party of any claim within 30 days of receiving

the claim, the first Party shall be deemed to have waived any right to indemnity under this Sub-Clause.

The Employer shall indemnify and hold the Contractor harmless against and from any claim alleging

an infringement, which is or was-

(a) An unavoidable result of the Contractor’s compliance with the Employer Requirements, or

(b) A result of any Works being used by the Employer-

(i) For a purpose other than that indicated by, or reasonably to be inferred from, the Contract,

or

(ii) In conjunction with anything not supplied by the Contractor, unless such use was disclosed

to the Contractor prior to the Base Date or is stated in the Contract.

The Contractor shall indemnify and hold the Employer harmless against and from and other claim

which arises out of or in relation to (i) the Contractor’s design manufacture, construction or execution of the

Works, (ii) the use of Contractor’s Equipment, or (iii) the proper use of the Works.

If a Party is entitled to be indemnified under this Sub-Clause, the indemnifying Party may (at its cost)

conduct negotiations for the settlement of the claim, and any litigation or arbitration that may arise from it.

The other Party shall, at the request and cost of the indemnifying Party, assist in contesting the claim. This

other Party (and its Personnel) shall not make any admission that might be prejudicial to the indemnifying

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Party, unless the indemnifying Party failed to take over the conduct of any negotiations, litigation or

arbitration upon being requested to do so by such other Party.

4.47.6 Limitation of Liability:

Neither Party shall be liable to the other Party for loss of use of any Works, loss of profit, loss of

any contract or for any indirect or consequential loss or damage which may be suffered by the other Party in

connection with the Contract, other than under Sub-Clause “Payment on Termination” and Sub-Clause

“Indemnities”.

The total liability of the Contractor to the Employer, under or in connection with the Contract other

than under Sub-Clause “Electricity, Water and Gas”, Sub-Clause “Employer’s Equipment and Free-Issue

Material”, Sub-Clause “Indemnities” and Sub-Clause “Intellectual and Industrial Property Rights”, shall not

exceed the sum stated in the Contract Agreement.

This Sub-Clause shall not limit liability in any case of fraud, deliberate default or reckless misconduct

by the defaulting Party.

4.48 Insurance:

4.48.1 Insurance for Works:

(a) Unless the employer shall have approved in writing other arrangements the Contractor shall in

the joint names of the Contractor and the Employer insure so far as reasonably practicable the

works and keep each part thereof insured for the Contract sum or such other value as may by

mutually agreed between the Employer and the Contractor against all losses or damages from

whatever cause arising, from the date of start of the work until it is accepted by the Employer.

(b) The Contractor shall insure against the Contractor’s liability in respect of any loss or damage

occurring whilst the Contractor is on site for purpose of installation, test, trail and

commissioning of the equipment or making good a defect or carrying the test on completion

during the defect liability period or for the purpose of completing any outstanding work or

against any losses damage arising during the defects liability period from cause occurring prior

to Acceptance, for such sum as may be stated.

(c) Such insurances shall be affected with an insurer and in terms to be approved by the Employer

and the Contractor shall hand over such policies and certificate for insurance to the Employer. It

shall be the responsibility of the Contractor to notify the insurer of any change in the nature or

extent of the work and to insure adequate insurance cover at all time in accordance with the

provisions of this clause.

(d) Such insurance shall provide for compensation to be payable in the types and proportion of

currencies needed to cover the loss or damage incurred.

(e) The insurance referred to in this clause shall be done with an Indian Insurance Company,

incorporated and registered in India. The Contractor shall pursue all insurance claims without

delay for repair or replacement against all damages or loss from whatever cause arising and

keep the employer informed about expiry, cancellation and/or changes against insurance

documents. However such information to the Employer shall not relieve the Contractor of his

responsibilities under the Contract.

(f) All such money received under any such policy shall be applied in or towards the replacement

and repair of the works, losses and damages but this provision shall not affect the Contractor’s

liability under the Contract.

4.48.2 Risks to be covered:

Risk to be covered by Insurance taken out shall cover the following risks:

(a) During construction & Installation: Risks of earthquake, subsidence, flood, storm, fire,

lightning, explosion, tearing agent on account of centrifugal forces, short circuit, civil

commotion, strikes and lockouts, fault in erection, execution, carelessness, sabotage, theft

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in transit between the sites of work, accidents, damages and all other risks excluding war

risks.

(b) During shipment/voyage or Transport: Sea fire and all other risks including road transport

risks but excluding war risks.

4.48.3 Third Party Insurance:

The Contractor shall, prior to the commencement of any work on the site by the contactor pursuant

to the contract, insure against his liability for damage or injury occurring, before all the works have been

taken over, to any person (including any employees of the contractor) or to any property (other than

property forming part of the works) due to or arising out of the execution of the works. Such insurance shall

be affected for an amount with an insurer and in terms to be approved by the Employer (such approval shall

not to be unreasonably with-held) and the Contractor shall hand over such policies and certificate for

insurance to the Employer. The terms of the policy shall include a provision whereby, in the event of any

claim being made against the Employer in respect of which the Contractor would be entitled to be

indemnified under the policy, the insurer will indemnify the Employer against such claims and any costs,

charges and expenses in respect thereof.

4.48.4 Insurance against Accident etc. to Workmen:

The Contractor shall insure and shall maintain insured against his liability under Clause “ Risk and

Responsibility” and shall from time to time when so required by the Employer produce the policy and the

receipts for the premium for satisfactory evidence of insurance cover. The terms of any such policy shall also

include the Provision to indemnify the Employer provided always that in respect of any persons employed

by any Sub-contractors, the contractor’s obligation under this sub clause shall be satisfied if the sub-

contractor shall have insured against the liability in respect of such persons in such manner that the

Employer is indemnified under the policy, but the Contractor shall require such sub-contractor to produce

to the Employer, when required the policy, the receipt for the premium for satisfactory evidence of

insurance cover.

4.48.5 Remedy on Failure to Insure:

If the Contractor shall fail to effect and keep in force the insurances referred to in these conditions,

the Employer may effect and keep in force any such insurance and pay such premium as may be necessary

for the purpose and from time to time deduct the amount so paid by the Employer from any money due or

which may become due to the Contractor under the contract or recover the same as a debt from the

contractor.

4.49 Force Majeure:

4.49.1 Definition of Force Majeure:

In this Clause, “Force Majeure” means an exceptional event or circumstance-

(a) Which is beyond a Party’s control,

(b) Which such Party could not reasonably have provided against before entering into the

Contract,

(c) Which, having arisen, such Party could not reasonably have avoided or overcome, and

(d) Which is not substantially attributable to the other Party.

Force Majeure shall include, but is not limited to, exceptional events or circumstances of the kind

listed below, so long as conditions (a) to (d) above are satisfied:

(e) War, hostilities (whether war be declared or not), invasion, act of foreign enemies with India

(f) Rebellion, terrorism, revolution, insurrection, military or usurped power, or civil war,

49

(g) Riot, commotion, disorder, strike or lockout by persons other than the Contractor’s Personnel and

other employees of the Contractor and Sub-contractors,

(h) Munitions of war, explosive materials, ionizing radiation or contamination by radio-activity, except

as may be attributable to the Contractor’s use of such munitions, explosives, radiation or radio-

activity, and

(i) Natural catastrophes such as earthquake, hurricane, typhoon or volcanic activity.

4.49.2 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 is or will be prevented. The notice shall

be given within 15 days after the Party became aware, or should have become aware, of the relevant event

or circumstance constituting Force Majeure.

The Party shall, having given notice, be excused performance of such obligations for so long as such

Force Majeure prevents it from performing them.

Notwithstanding any other provision of this Clause, Force Majeure shall not apply to obligations of

either Party to make payments to the other Party under the Contract.

4.49.3 Duty to Minimize Delay

Each Party shall at all times use all reasonable endeavors to minimize any delay in the performance

of the Contract as a result of Force Majeure.

A Party shall give notice to the other Party when it ceases to be affected by the Force Majeure.

4.49.4 Consequences of Force Majeure

If the Contractor is prevented from performing any of his obligations under the Contract by Force

Majeure of which notice has been given under Sub-clause “Notice of Force Majeure”, and suffers delay

and/or incurs Cost by reason of such Force majeure, the Contractor shall be entitled subject to sub-Clause

“Contractor’s Claims” to:

(a) An extension of time for any such delay, if completion is or will be delayed, under Sub-Clause


(b) If the event or circumstance is of the kind described in sub-paragraphs (e) to (i) of Sub-Clause

“Definition of Force Majeure” and, in the case of sub-paragraphs (f) to (i), occurs in the area of

work, payment of any such Cost.

After receiving this notice, the Employer shall proceed in accordance with Sub-Clause

“Determinations” to agree or determine these matters.

4.49.5 Force Majeure affecting Subcontractor:

If any Subcontractor is entitled under any contract or agreement relating to the Works to relief from

force majeure on terms additional to or broader than those specified in this Clause, such additional or

broader force majeure events or circumstances shall not excuse the Contractor’s non-performance or entitle

him to relief under this Clause.

4.49.6 Optional Termination, Payment and Release:

If the execution of substantially all the Works in progress is prevented for a continuous period of 30

days by reason of Force Majeure of which notice has been given under Sub-Clause “Notice of Force

Majeure”, or for multiple periods which total more than 30 days due to the same notified Force Majeure,

then either Party may give to the other Party a notice of termination of the Contract. In this event, the

50

termination shall take effect 7 days after the notice is given, and the Contractor shall proceed in accordance

with Sub-Clause “Cessation of Work and Removal of Contractor’s Equipment”.

Upon such termination, the Employer shall pay to the Contractor-

The amounts payable for any work carried out for which a price is stated in the Contract;

(a) Any other Cost or liability which in the circumstances was reasonably incurred by the

Contractor in the expectation of completing the Works;

(b) The Cost of removal of Temporary Works and Contractor’s Equipment from the Site and the

return of these items to the Contractor’s works in his country (or to any other destination at

no greater cost); and

(c) The Cost of repatriation of the Contractor’s staff and labour employed wholly in connection

with the Works at the date of termination.

4.49.7 Release from Performance under the Law:

Notwithstanding any other provision of this Clause, if any event or circumstance outside the control

of the Parties (including, but not limited to, Force Majeure) arises which makes it impossible or unlawful for

either or both Parties to fulfill its or their contractual obligations or which, under the law governing the

Contract, entitles the Parties to be released from further performance of the Contract, then upon notice by

either Party to the other Party of such event or circumstance:

(a) The Parties shall be discharged from further performance, without prejudice to the rights of either

Party in respect of any previous breach of the Contract, and

(b) The sum payable by the Employer to the contractor shall be the same as would have been payable

under sub-Clause “Optional Termination, Payment and Release”, if the Contract had been

terminated under Sub-Clause 4.46.5.

4.50 Claims, Disputes and Arbitration:

4.50.1 Contractor’s Claims:

If the Contractor considers himself to be entitled to any extension of the Time for Completion

and/or any additional payment, under any Clause of these Conditions or otherwise in connection with the

Contract, the Contractor shall give notice to the Employer, describing the event or circumstance giving rise

to the claim. The notice shall be given as soon as practicable, but not later than 30 days after the Contractor

became aware, or should have become aware, of the event or circumstance.

If the Contractor fails to give notice of a claim within such period of 30 days, the Time for

Completion shall not be extended, the Contractor shall not be entitled to additional payment, and the

Employer shall be discharged from all liability in connection with claim. Otherwise, the following provisions

of this Sub-Clause shall apply.

The Contractor 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 Contractor shall keep such contemporary records as may be necessary to substantiate any

claim, either on the Site or at another location acceptable to the Employer. Without admitting liability, the

Employer may, after receiving any notice under this Sub-Clause, monitor the record keeping and/or instruct

the Contractor to keep further contemporary records. The Contractor shall permit the Employer to inspect

all these records, and shall (if instructed) submit copies to the Employer.

Within 30 days after the Contractor became aware (or should have become aware) of the event or

circumstance giving rise to the claim, or within such other period as may be proposed by the Contractor and

approved by the Employer, the Contractor shall send to the Employer a fully detailed claim which includes

51

full supporting particulars of the basis of the claim and of the extension of time and/or additional payment

claimed. If the event or circumstance giving rise to the claim has a continuing effect-

(a) This fully detailed claim shall be considered as interim;

(b) The Contractor shall send further interim claims at monthly intervals, giving the accumulated delay

and/or amount claimed, and such further particulars as the Employer may reasonably require; and

(c) The Contractor shall send a final claim within 30 days after the end of the effects resulting from the

event or circumstance, or within such other period as may be proposed by the Contractor and

approved by the Employer.

Within 45 days after receiving a claim or any further particulars supporting a previous claim, or

within such other period as may be proposed by the Employer and approved by the Contractor, the

Employer shall respond with approval, or with disapproval and detailed comments. He may also request any

necessary further particulars, but shall nevertheless give his response on the principles of the claim within

such time.

Each interim payment shall include such amounts for any claim as have been reasonably

substantiated as due under the relevant provision of the Contract. Unless and until the particulars supplied

are sufficient to substantiate the whole of the claim, the Contractor shall only be entitled to payment for

such part of the claim, as has been mentioned above to substantiate.

The Employer shall proceed in accordance with Sub-Clause “Determinations” to agree or determine

(i) the extension (if any) of the Time for Completion (before or after its expiry) in accordance with Sub-

Clause “Extension of Time for Completion”, and/or (ii) the additional payment (if any) to which the

Contractor is entitled under the Contract.

The requirements of this Sub-Clause are in addition to those of any other Sub-Clause that may apply

to a claim. If the Contractor fails to comply with this or another Sub-Clause in relation to any claim, any

extension of time and/or additional payment shall take account of the extent (if any) to which the failure has

prevented or prejudiced proper investigation of the claim, unless the claim is excluded under the second

paragraph of this Sub-Clause.

4.50.2 Conciliation:

(a) Disputes between the Employer and the Contractor shall be submitted first to conciliation.

The procedure outlined in the Arbitration and Conciliation Act, 1996 shall be followed.

(b) The party initiating conciliation shall send to the other party a written invitation to

conciliate. Conciliation proceedings shall commence when other party accepts in writing the

invitation to conciliate. If the other party rejects the invitation, or does not reply within 30

days from the date of invitation, there will be no Conciliation Proceedings.

(c) There shall be one Conciliator, unless the parties agree that there shall be two or three

Conciliators. Where there is more than one Conciliator, they ought, as a general rule, to act

jointly.

(d) When it appears to the Conciliator that there exists an element of a settlement, which may

be acceptable to the parties, he shall submit them to the parties for their observation. He

may reformulate the terms of a possible settlement in light of their observations.

(e) If the parties reach agreement of the dispute, they may draw up and sign a written

settlement agreement. They may request the Conciliator to draw up or assist them in

drawing up the settlement agreement.

(f) The settlement agreement shall have the same status and effect as if it is an arbitral award

on agreed terms on the substance of the dispute rendered by any Arbitral tribunal under

sections 30 & 31, Chapter VI of the Act.

(g) If a settlement does not appear possible, the Conciliator, after the consultation with the

parties, give a written declaration that further efforts at conciliation are no longer justified

and the conciliation proceedings are terminated.

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(h) When conciliation proceedings have become infructuous or have been terminated, the

Party, which initiated the conciliation, shall refer the dispute for arbitration. The reference

to arbitration shall be made within 30 days of the termination of Conciliation Proceedings.

4.50.3 Appointment of the Dispute Resolution Board:

Disputes shall be resolved by Dispute Resolution Board (DRB) in accordance with the Arbitration and

Conciliation Act, 1996 and Sub-Clause “Obtaining Dispute Resolution Board’s Decision”. The Parties shall

jointly appoint a DRB by the date 30 days after a Party gives notice to the other Party of its intention to refer

a dispute to a DRB in accordance with Sub-Clause 4.50.5

The DRB shall comprise of three persons; Each Party shall nominate one member for the approval of

the other Party. The Parties shall consult both these members and shall agree upon the third member, who

shall be appointed to act as Chairman.

The agreement between the Parties and Each of the three members shall incorporate by reference

the General Conditions of Dispute Resolution Agreement contained in the Appendix Ito these General

Conditions, with such amendments as are agreed upon between them.

The terms of the remuneration of the three members shall be mutually agreed upon by the Parties

when agreeing the terms of appointment. Each Party shall be responsible for paying one-half of this

remuneration.

If at any time the Parties so agree, they may appoint a suitably qualified person or persons to

replace any one or more members of the DRB. Unless the Parties agree otherwise, the appointment will

come into effect if a member declines to act or is unable to act as a result of death, disability, resignation or

termination of appointment. The replacement shall be appointed in the same manner as the replaced

person was required to have been nominated or agreed upon, as described in this Sub-Clause.

The appointment of any member may be terminated by mutual agreement of both Parties, but not

by the Employer or the Contractor acting alone. Unless otherwise agreed by both Parties, the appointment

of the DRB (including Each member) shall expire when the DRB has given its decision of the dispute referred

to it under Sub-Clause 4.50.5, unless other disputes have been referred to the DRB by that time under Sub-

Clause 4.50.5, in which event the relevant date shall be when the DRB has also given decisions on those

disputes.

4.50.4 Failure to Agree Dispute Resolution Board:

If any of the following conditions apply, namely:

(a) Either Party fails to nominate a member for approval by the other party of a DRB by the date

stated in the first paragraph of Sub Clause 4.50.3,

(b) The Parties fail to agree upon the appointment of the third member (to act as chairman) of

the DRB by such date, or

(c) The Parties fail to agree upon the appointment of a replacement person within 45 days after

the date on which the sole member or one of the three members declines to act or is unable

to act as a result of death, disability, resignation or termination of appointment,

Then the Director General of Lighthouses & Lightships upon the request of either or both of the

Parties and after due consultation with both Parties, appoint this member of the DRB. This appointment

shall be final and conclusive.

4.50.5 Obtaining Dispute Resolution Board’s Decision:

If a dispute (of any kind whatsoever) arises between the Parties in connection with, or arising out of,

the Contract or the execution of the Works, including any dispute as to any certificate, determination,

instruction, opinion or valuation of the Employer, then after a DRB has been appointed pursuant to Sub-

53

Clauses 4.50.3 “Appointment of the DRB” and 4.50.4 “Failure to Agree DRB”, either Party may refer the

dispute in writing to the DRB for its decision, with a copy to the other Party. Such reference shall state that

it is given under this Sub-Clause.

The DRB shall be deemed to have received such reference on the date when the chairman of the

DRB receives it.

Both Parties shall promptly make available to the DRB all information, access to the Site, and

appropriate facilities, as the DRB may require for the purposes of making a decision on such dispute. The

DRB shall be deemed to be not acting as arbitrator(s).

Within 30 days after receiving such reference, or the advance payment referred to in Clause 6 of the

Appendix-General Conditions of the Dispute Adjudication Agreement, whichever date is later, or within such

other period as may be proposed by the DRB and approved by both Parties, the DRB shall give its decision,

which shall be reasoned and shall state that it is given under this Sub-clause. However, if neither of the

Parties has paid in full the invoices submitted by Each Member pursuant to Clause 6 of the Appendix, the

DRB shall not be obliged to give its decision until such invoices have been paid in full. The decision shall be

binding on both Parties, who shall promptly give effect to it unless and until it shall be revised in an amicable

settlement or an arbitral award as described below.

Unless the Contract has already been abandoned, repudiated or terminated, the Contractor shall

continue to proceed with the Works in accordance with the Contract.

If either Party is dissatisfied with the DRB’s decision, then either Party may, within 30 days after

receiving the decision, give notice to the other Party of its dissatisfaction. If the DRB fails to give its decision

within the period of 90 days(or as otherwise approved) after receiving such reference or such payment, then

either Party may, within 30 days after this period has expired, give notice to the other Party of its

dissatisfaction.

In either event, this notice of dissatisfaction shall state that it is given under this Sub-clause, and

shall set out the matter in dispute and the reasons for dissatisfaction. Except as stated in Sub-Clause 4.50.8

“Failure to Comply with Dispute Resolution Board’s Decision” and Sub-Clause 4.50.9 “Expiry of Dispute

Resolution Board’s Appointment”, neither Party shall be entitled to commence arbitration of a dispute

unless a notice of dissatisfaction has been given in accordance with this Sub-Clause.

If the DRB has given its decision as to a matter in dispute to both Parties, and no notice of

dissatisfaction has been given by either Party within 30 days after the date of DRB’s decision, then the

decision shall become final and binding upon both Parties.

4.50.6 Amicable Settlement:

Where notice of dissatisfaction has been given under Sub-clause 4.50.5 above, both Parties shall

attempt to settle the dispute amicably before the commencement of arbitration. However, unless both

Parties agree otherwise, arbitration may be commenced on or after the 60 days on which notice of

dissatisfaction was given, even if no attempt at amicable settlement has been made.

4.50.7 Arbitration:

Unless settled amicably, any dispute in respect of which the DRB’s decision (if any) has not become

final and binding shall be finally settled by international arbitration. Unless otherwise agreed by both

Parties-

(a) The dispute shall be finally settled under the Rules of Arbitration of the International Chamber of

Commerce,

(b) The dispute shall be settled by three arbitrators appointed in accordance with these Rules, and

(c) The arbitration shall be conducted in the language for communication defined in Sub-Clause “Law

and Language”.

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The arbitrator(s) shall have full power to open up, review and revise any certificate, determination,

instruction, opinion or valuation of (or on behalf of) the Employer, and any decision of the DRB, relevant to

the dispute.

Neither Party shall be limited in the proceedings before the arbitrator(s) to the evidence or

arguments previously put before the DRB to obtain its decision, or to the reasons for dissatisfaction given in

its notice of dissatisfaction. Any decision of the DRB shall be admissible in evidence in the arbitration.

Arbitration may be commenced prior to or after completion of the Works. The obligations of

the Parties and the DRB shall not be altered by reason of any arbitration being conducted during the

progress of the Works.

4.50.8 Failure to Comply with Dispute Resolution Board’s Decision:

In the event that-

(a) Neither Party has given notice of dissatisfaction within the period stated in Sub-Clause

4.50.5 “Obtaining Dispute Resolution Board’s Decision”,

(b) The DRB’s related decision (if any) has become final and binding, and

(c) A Party fails to comply with this decision,

Then the other Party may, without prejudice to any other rights it may have, refer the failure itself

to arbitration under Sub-Clause 4.50.7 “Arbitration”. Sub-Clause 4.50.5 “Obtaining Dispute Resolution

Board’s Decision” and Sub-Clause 4.50.6 “Amicable Settlement” shall not apply to this reference.

4.50.9 Expiry of Dispute Resolution Board’s Appointment:

If a dispute arises between the Parties in connection with, or arising out of the Contract or the

execution of the Works and there is no DRB in place, whether by reason of the expiry of the DRB’s

appointment or otherwise pursuant to Sub-Clause 4.50.5 “Obtaining Dispute Resolution Board’s Decision”

and Sub-Clause 4.50.6 “Amicable Settlement” ; the dispute may be referred directly to arbitration under

sub-Clause 4.50.7 “Arbitration”.

Director


55

Government of India






SECTION –5

SPECIAL CONDITIONS OF CONTRACT

5.1 General

The Employer shall monitor and supervise the wok, test and examine any material to be used and/or

workmanship employed in connection with the work/system installation. However, the Employer shall have

full powers to delegate his authorities as stipulated in the conditions of contract, to his representative.

5.2 Inspection

5.2.1 Quality of material/work

5.2.1.1 The materials used for the work must be of best quality and fulfilling the specifications laid in the

Contract.

5.2.1.2 The Employer or his representative’s decision to the quality of such material and work will be final

and binding on the Contractor. The Contractor shall remove rejected materials from the site of

work at his own cost within the time specified by the Employer failing which the Employer or his

representative will remove such material from the site of work and shall deduct the cost incurred for

such removal from any money due to the Contractor.

5.2.2 Inspection Register

The Contractor shall maintain at the site of work an inspection Register, which must be produced by

the Contractor or his agent whenever called upon to do so by the Employer or his representative during

their inspection of the work. If the rectifications ordered to be done are not carried out within the time

specified by the Employer, the Employer shall have the right to get such work done by any other agency and

to recover the cost thereof from the Contractor. This inspection register shall be the duplicate copying type

so that one copy of the entries gets recorded in the Employer’s office. The Contractor shall not make any

entry of any kind in this register.

5.3 Records and Usage of Materials

The Contractor shall maintain a detailed record of all materials received in his premises or on the

site or in his store or storage and working area in the vicinity of the site and shall make such records

available to the Employer or his representative on demand.

5.4 Time of Completion

The entire works hall be completed and handed over within a period of 6 months from date of

signing of the agreement.

5.5 Work Schedule

5.5.1 The Contractor shall submit a time program by way of Bar Chart to the Employer within 15 days

from the signing of the agreement. The Contractor shall also submit a revised program whenever

56

the previous program is inconsistent with actual progress or with the Contractor’s obligations.

Unless otherwise stated in the Contract, each program shall include-

(a) The order in which the Contractor intends to carry out the Works, including the anticipated

timing of each major stage of the Works,

(b) The periods for reviews under “Contractor’s Documents”,

(c) The sequence and timing of inspections and tests specified in the Contract, and

(d) A supporting report which includes-

(i) A general description of the methods which the Contractor intends to adopt for

execution of each major stage of the Works, and

(ii) The approximate number of each class of Contractor’s Personnel and of each type of

Contractor’s Equipment for each major stage.

5.5.2 Unless the Employer, within 7 days after receiving a program, gives notice to the Contractor stating

the extent to which it does not comply with the Contract, the Contractor shall proceed in

accordance with the program, subject to his other obligations under the Contract. The Employer’s

Personnel shall be entitled to rely upon the program when planning their activities.

5.5.3 Contractor shall promptly give notice to the Employer of specific probable future events or

circumstances that may adversely affect or delay the execution of the Works. In this event, or if the

Employer gives notice to the Contractor that a program fails (to the extent stated) to comply with

the Contract or to be consistent with actual progress and the Contractor’s stated intentions, the

Contractor shall submit a revised program to the Employer in accordance with this sub-clause.

5.6 System Acceptance

Further to the clause 4.41, the System Acceptance will consist of the following stages –

(a) Factory Acceptance Test (FAT):

Test of the individual major equipment at Factory of the vendor/OEM by a team of officers. This

shall consist of –

(i) Randomly selected sample unit of each type to be tested for all parameters.

(ii) Power on with tests limited to BITE level checks /OEM defined checks.

(iii) All the functionalities as mentioned in Section 6 of this document shall be

demonstrated and analysed.

(b) Integrated System Acceptance Test:

During the Integrated System Acceptance Test, the complete functionalities of the system shall be

evaluated.

5.7 Maintenance

5.7.1 The project shall be engineered and implemented as per the network architecture.

5.7.2. Maintenance and Repair Philosophy -The hardware and technology chosen for the VTS

SIMULATOR shall be in use for at least 10 years. Maintenance support for all hardware and

software products shall be required for next 7years after expiry of 3 years warranty period.

5.7.3 Maintainability: All components shall be easily accessible for testing. Schematic flow chart shall

be supplied for the probable faults with their remedial actions. Supervisory indications, built in

test facility and other control switching shall be available.

57

5.7.4 The installation at site shall involve simple plug in connections only. Maintenance philosophy is to

replace faulty unit after quick analysis of alarm indications and built in test equipment log. Actual

repair shall be undertaken at a suitable centralized repair centre.

5.7.5 The supplier shall be responsible for the satisfactory performance of the entire system during the

3 Years Warranty and 7 Years Post Warranty Comprehensive AMC.

5.7.6 Supplier shall stock spares of VTS SIMULATOR during the period of warranty and CAMC. The

maintenance shall cover the repair of equipment/systems/ subsystems/ modules/ cards/

connectors/ power cables/software supplied by the vendor, repair and maintenance of network

integration accessories. Maintenance shall include rectification of faults, routine periodic

maintenance and any overhaul that may be required from time to time. Repair shall be in the

form of in-situ repairs, emergency repairs, routine repairs and routine regular quarterly visit of

engineers to sites. The maintenance shall cover all repairable and expendable items of hardware

and software elements and peripherals. The maintenance during the warranty and AMC shall be

comprehensive. Supplier shall supply all essential upgrades/ patches of all software supplied

and installed by supplier, free of cost during the warranty and CAMC period.

5.7.7 The agency shall maintain civil engineering works for a period of 12 months from the date of

completion and shall make good, at his own expense, any defects in material or workmanship

which may appear.

5.8 Extent of Contract

The entire work shall be executed on turnkey basis. The contract comprises the supply, installation,

testing, commissioning, handing over/acceptance of the works and thereafter customer support.

5.9 Framing of Contract

This contract shall be framed and operated as an Indian Contract in all the respects and in

conformity with Indian laws. Law suits and others proceedings arising out of or in connection with the

contract works shall be instituted in Courts of Law of Kolkata, India.

5.10 Payment for Works

5.10.1 The Contract provides for payment of the Contract Price in Indian Rupees only as per schedule as

mentioned in section 7. VAT/Sales Tax, and Service Tax, as applicable, shall be paid extra as

mentioned in clause 5.10.4. The bidders are required to explicitly quote for these components in

their bid failing which their bid shall be liable to be rejected.

5.10.2 It shall be noted that the price comparison of the bidders shall be made on the basic price only.

5.10.3 Payment to the Contractor shall be made as per details given below-

(a) Civil Works:

100% payment on completion of works in respect of item no 3 in the schedule of rates.

(b) Other works(Except CAMC):

(i) 50% payment of the cost of the goods (hardware) to be delivered to the employer shall be

made after FAT and receipt of items in good condition and correct quantity at Deep Bhavan,

Kolkata.

(ii) 20% payment of the contract value shall be made after installation at site.

(iii) 20% payment of the contract value shall be made after acceptance of entire system.

(iv) Balance payment shall be made within180 days after acceptance of the system.

58

(c) CAMC:

A separate agreement shall be signed between Employer and Contractor after expiry of the

warranty period as per Annexure I to Special conditions of the contract.

5.10.4 The payment by the Employer towards VAT/sales tax and service tax wherever applicable shall be

made extra as per actual. The contractor shall submit proof of payment of these taxes. The amount

for which the Bid is approved shall be inclusive of all expenses for the proper and entire completion

of the work and shall be inclusive of municipal taxes, local taxes, Road permits/ Entry tax levied by

state governments, OCTROI, all royalties, patent rights, other incidental charges etc. The amount

offered shall be final and no claim whatsoever on any account shall be entertained. The Directorate

is exempted from OCTROI. Necessary certificate wherever required shall be issued on request.

5.10.5 The prices quoted by the Bidder and accepted by the Employer shall hold good till the completion of

the works and no additional claims will be admissible on account of any price variation or fluctuation

in the market rates.

5.10.6 Any notified change (both increase and decrease) in the VAT / sales tax and service tax from the

base date shall be to the Employer’s account. For such claims of variations, the Bidder shall produce

the Government notification as documentary evidence. Price variation due to any other cause shall

be on Bidder’s account.

5.10.7 Whenever an adjustment is agreed, approved or determined as per General Conditions of Contract

(Section 4), the Employer shall specify the amount payable. For this purpose, reference shall be

made to the actual cost of the varied work.

5.10.8 It will be the responsibility of the Successful Bidder to obtain import license/ custom clearance at his

cost, wherever required, on behalf of the Employer. The Employer shall only provide assistance and

undertaking wherever required as per the law of the land.

5.10.9 The contractor shall pay Income Tax on all payments made to him under the contract. The Income

Tax and Surcharge shall be recovered from the contractor from his bills at the appropriate rate as

per the relevant provision of prevalent Income Tax Act.

5.10.10 The Employer shall not make any direct payment to sub-contractors or to any other contractor’s

agent.

5.10.11 It shall be accepted as a condition of the contract that the payment of the final bill to the contractor

less the withheld amount and his acceptance thereof shall constitute a full and absolute release of

the Employer from all further claims by the contractor under the contract.

5.10.12 Authorised variations shall not vitiate the contract but additions and omissions shall be measured

up and dealt with in accordance with the Contract agreement.

5.10.13The Contractor in case of import of equipment shall pay all Port Charges payable in respect of any

equipment and machinery landed or brought into or dispatched from any Port for the purpose of

the Contract or in respect of any vessel or craft used for or in connection with any such purposes or

to which he may, otherwise become liable till consequence of carrying out the contract. The

employer shall in no way be accountable to such payments/reimbursements.

5.10.14 Rates for extra or reduced items shall be worked out as per relevant conditions of the contract.

5.10.15 Time is the essence of the contract and it shall be clearly understood that the contractor is bound to

complete the work in every respect within the time specified in the Bid Document.

5.11 Packing and Transportation:

59

5.11.1 The responsibility shall lie with the Contractor to ensure that equipment/spare

parts/components/materials brought to sites are strictly in conformity to specifications and as per

Bill of Quantities (B.O.Q.).

5.11.2 The Contractor shall ensure for securely protecting and packing the equipment and machinery so as

to avoid damage or deterioration under rough handling and exposure to extreme temperatures,

salt, water, precipitation during transit or storage.

5.11.3 The contractor shall take entire responsibility for the packing to ensure that equipment and

machinery are brought and installed at site free from any damage.

5.11.4 Clearing of the imported materials/goods to be used for the entire work shall be arranged by the

contactor at his own cost. In case any rent or demurrage is charged, the amount shall be to the

contractor’s account.

5.11.5 The Contractor shall indemnify and hold the Employer harmless against and from all damages, losses

and expenses (including legal fees and related expenses) resulting from the transport of Goods, and

shall negotiate and pay all claims arising from the transporton their account.

5.12 Security Arrangements:

The security for storage of materials under controlled condition shall be contractor’s responsibility

and the Employer shall not be responsible for any loss of the material.

5.13 Accidents

The contractor shall within twenty four (24) hours of the occurrence of any accident involving

serious injury or death of his employee at or about the site or in connection with the execution of

the work, report such accidents to the Employer or his representative. The contractor shall also

report such accidents to the concerned notified authorities.

5.14 Employment of Foreigners

5.14.1 If any foreigner is employed by the contractor to work on the site under this contract, the later shall

ensure that such a foreigner possesses the necessary special permission issued by the Civil

Authorities in writing and also comply with the instructions issued therefore, from time to time. In

the event of any lapse in this regard on the part of such foreigner, the Contractor shall be personally

held responsible for the lapse and the Employer shall not be liable in any event.

5.14.2 For the purpose of necessary clearance for foreign personnel brought in by the contractor, in

connection with this contract, he shall furnish the following specific information and also comply

with instructions issued from time to time.

(i) The number of foreign personnel required.

(ii) The period for which each such personnel is required

(iii) The nature of work that would be required to be done by them, and

(iv) The qualifications and experience of the personnel proposed to be engaged.

If there is any lapse in this regard, the Contractor shall be personally responsible for the lapse and

the Employer shall not be held accountable.

5.15 Dock Labour Regulations:

If the work is carried within the Dock or in the vicinity of the wharf or quay, the contractor shall

abide by all the provisions of the Dock Workers (Safety, Help & Welfare Scheme, 1961) Regulations.

The Contractor’s particular attention is drawn to clause No. 42 of the said Regulation in respect of

staging for erection and maintenance.

5.16 Fair Wages:

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5.16.1 The contractor shall pay the labourers engaged by him on the work, not less than fair wages, which

expression shall mean whether for time, or place of work, the respective rates of wages as fixed by

the Central Government/State Govt/Local bodies as fair wages for concerned areas payable to the

different categories of labourers as set out in the schedule.

5.16.2 The Contractor shall, notwithstanding the provisions of any contract to the contrary, ensure that fair

wages are paid to labourers directly engaged on the works, including any labour engaged by the

sub-contractors in connection with the said work, as if the labourers had been immediately

employed by him.

5.16.3 Display of Notice regarding wage etc:

The contractor shall, before he commences work of the contract, display and correctly maintain and

continue to display and correctly maintain in a clear and legible manner at conspicuous places on

the work site, Notices in English and in a local Indian language spoken by the majority of the

workers, stating therein the rates which have been fixed as fair wages and hours of work for which

wages are earned and a copy of such Notices shall be submitted to the Employer.

5.16.4 Wages Book & Wage slip:

The contractor shall maintain-

(a) A wage book of each worker in such forms as may be convenient but the same shall include the

following particulars-

(i) Rate of daily or monthly wages.

(ii) Nature of daily or monthly wages.

(iii) Total number of days worked during each wage period.

(iv) Total amount payable for the work during each wage period.

(v) All deduction from the wages with an indication in each case of the ground for which the deduction

is made.

(vi) Wages actually paid for each wage period.

(b) A wage slip for workers employed on the work,

Provided that the Director of Lighthouses & Lightships Kolkata may grant exemption from the

maintenance of the wage slip, if in his opinion not more than nineteen (19) persons are likely to be

employed directly or indirectly on the work, but in any case he will have to maintain wage books as

specified above.

5.16.5 Preservation of wage books and wage slips:

The wage books and the wage slip shall be preserved for not less than twelve (12) months after the

date of the last entry in it.

5.16.6 Inspection of wage books and wage slips:

The contractor shall allow inspection of the aforesaid wage books and wage slips to any of his

workers or to their agents at a convenient time and place after due notice is received from the

Director of Lighthouses & Lightships, Kolkata or any other person authorized by him on his behalf.

5.16.7 Power of the Employer to make Investigations and Enquiry:

5.17.7.1 The Employer shall have the power to make enquiries with a view to ascertain the due and proper

observance of the ‘Fair wage-Clause’. He shall also have the power to investigate into any complaint

regarding any default made by the contractor in regard to such provision.

5.16.7.2 The Employer shall have the right to deduct from the money due to the contractor any sum

required or estimated to be required for making good the loss suffered by a worker or workers due

61

to reasons of non-payment of the aforesaid fair wages, except on account of any deductions that

may be permissible under any law for time being in force.

5.16.8 Representation of Parties:

(a) A worker shall be entitled to be represented in any investigation or enquiry under this sub-section

by-

(i) An officer of a registered Trade union of which he is a member.

(ii) Any Officer of the Federation of Trade Unions of which the Trade Union referred to in the

previous sub-clause is affiliated.

(iii) Where the worker is not a member of any registered Trade Union or of any approved Trade

union, by an officer of a registered Trade Union connected with the industry in which the

worker is employed.

(b) The Employer shall be entitled to be represented in any investigation or inquiry under these

regulations by an officer of an association of employees of which he is a member.

(c) No party shall be entitled to be represented by a legal practitioner in any investigation or enquiry

under these regulations.

5.16.9 The contractor shall comply fully with the provisions of the payment of Wages Act, 1936 as

amended. However, all the consequential payment shall be made by the contractor.

5.17 Spares and Upgradation:

5.17.1 The contractor shall guarantee the availability of all necessary spares for a minimum period of ten

(10) years from the date of acceptance of the equipment at site. This shall include spares, from third

party hardware/ software also.

5.17.2 The contractor shall guarantee that all future hardware/software up gradation can be retrofitted to

the supplied hardware and software. In the event of any incompatibility, the contractor will replace

the whole functional unit at his cost.

5.18 Variations:

The contractor is not to vary or deviate from the drawings, specifications, schedule of works, general

and special conditions of contract or instructions to execute any work of any kind whatsoever unless

so authorized by the Employer in writing. If compliance with the Employer’s aforesaid order involves

extra work, then unless the same were issued in consequence of some breach of this contract on the

part of the contractor(s), the later shall be entitled to be paid the price of the said work (to be

valued as per clause 4.44). In case such instructions involve reduction in the scope of work and/or

any saving in cost, the price adjustment shall be made as per the Contract Agreement.

5.19 Right of the Employer:

5.19.1 The Bid document, Bid terms arrived at during process of clarifications together with the letter of

acceptance thereof, shall constitute a binding contract between the successful Bidder and the

Employer and shall form the foundation of the rights and obligation on both the parties. If there

are varying or conflicting provisions made in any document forming part of the contract, the

Employer shall be the deciding authority with regard to the intention/interpretation of the

document and his decision shall be binding without any reservations.

5.19.2 The right to carry out the work either in conformity with or in a manner entirely different from the

terms of this Bid document that may be most suitable before or subsequent to the receipt of Bids

due to exigencies of work, is reserved with the Employer.

5.19.3 Any error in description, quantity or rate in schedule of works, or any omissions there from shall not

vitiate the contract or release the contractors from the execution of the whole or any part of the

62

works comprised therein according to drawings and specifications or from any of his obligations

under the contract.

5.19.4 The Employer shall not be precluded or stopped from taking any measurements, and framing of

estimates or detaining any certificates made either before or after the completion and acceptance

of the work and payment, from showing the true amount and character of the works performed and

materials furnished by the contractor and from showing that any such measurements, estimates or

certificates untrue or incorrectly made and that Employer shall not be precluded or stopped from

recovering from the contractor such damages as it may be sustained by reasons of his failure to

comply with the terms and conditions of the contract.

5.19.5 Neither the acceptance by the Employer nor any payment for acceptance of the whole or any part of

the work nor any extension of time nor any possession taken by the Employer shall operate as a

waiver of any portion of the contract or any power herein reserved or of any risk of damage. A

waiver of any breach of the contract shall not be held to be a waiver of any other or subsequent

breach.

5.20 Site Clearance:

The contractor shall follow the necessary procedures as per the law in removal of trees or shifting,

removing of telegraph/telephone or electric lines (over head or underground), water and sewer

lines and other structures etc., if any, which may come in the way of the work. No extra claim for the

delay or amount spent in doing such works shall be entertained.

5.21 Specifications:

The detailed description of work and materials given in the specifications/Bid documents are not

necessarily repeated in the bill of quantities/schedule of work. The Contractor shall adhere to

detailed descriptions of work and material given in the specifications/Bid document.

5.22 Contractor’s Obligation:

The execution of any items of work where any incidental work is actually required but not

specifically stated in the Bid, it is to be understood that the amount quoted by the contractor shall

cover such charges also and nothing extra on account of such incidental charges, if any, shall be

paid.

5.23 Knowledge of the Laws of the Land:

The Contractor shall keep himself fully informed of all acts and laws of the Union of India and State

of theWest Bengal, all local bye laws, ordinances, rules, regulations and all orders and decree of

bodies or, tribunals having any jurisdiction or authority which in any way affect the conduct of the

works. Contractor shall at all times, observe and comply with all such laws, ordinances, rules,

regulations, orders and decrees, and shall give all notices and pay out of his own money any fees or

charges to which he may be liable. He shall protect and indemnify the Employer against any claim or

liability arising out of violations of any such law, ordinances, legislations, order or decree.

Director


63

Annexure-I

Comprehensive Annual Maintenance Contract Agreement

AGREEMENT NO.---------------- dated the …………, 2020.

In continuation of Agreement no. -----------------dated---------- 2016 signed between Director of

Lighthouses and Lightships, Kolkata and M/s --------------------------, this AGREEMENT is made on ------ day of --

-------------------, 2020 between Director of Lighthouses and Lightships, (For and on behalf of the ‘President of

India’), Deep Bhawan, D-372/2, Taratalla Road, Kolkata-700088, hereinafter called “the Customer”, and

M/s--------------------------------------------------------------------------------represented by -------------------------------------

-, a company incorporated under the Indian Companies Act VII of 1913 and an existing company under the

Companies Act, 1956 having its Registered office at ------------------------------------------------, (which terms

unless expressly indicated by the context shall be deemed to include its successors and its assignees),

hereinafter referred to as “the Contractor”.

WHEREAS, the Customer agrees to enter into CAMC and the Contractor agrees to provide

Comprehensive maintenance services to VTS simulator installed at DEEP Bhavan, D-372/2, Taratalla Road,

Kolkata-700088, in accordance with the terms and conditions stipulated in succeeding paras.

2. Scope of The Contract

The Contractor undertakes to provide CAMC services to the Customer, and the Customer undertakes to

accept and pay as per the terms & conditions stipulated in this Comprehensive Annual Maintenance

Contract for VTS simulator at Deep Bhawan, , Directorate of Lighthouses & Lightships, D-372/2, Taratalla

Road, Kolkata-700088. The Customer agree to pay an amount of Rs. ------------- (Rupees ----------------------------

------------------------------------------------------------ only) and applicable VAT/ Service Tax as contract value for the

7 Years of Comprehensive Annual Maintenance Contract for VTS simulatorat Deep Bhawan,D-372/2,

Taratalla Road, Kolkata-700088. The payment shall be made on half yearly basis.

3. Effective Date of Contract

The contract shall come into effect from the next day of expiry of warranty/Guarantee of the work of

“Supply, Installation, Testing and Commissioning of VTS Simulator at Training Centre, Deep Bhavan,

Kolkata”and shall remain valid for a period of 7year i.e. from ____________2020 to __________2027.

4. Obligation of the Contractor

4.1 The Contractor will designate experienced, trained and qualified technical staff to take up the

maintenance of the VTS Simulator at Deep Bhavan, Kolkata to carry out the CAMC related works.

4.2 Contractor shall stock necessary spares and associated equipment during the period of CAMC.

4.3 The maintenance during the CAMC shall be comprehensive. The maintenance shall cover the

repair of equipment/systems/ subsystems/ modules/ cards/ connectors/ power cables/software

supplied by the vendor. Maintenance shall also include rectification of faults, routine periodic

maintenance and any breakdown maintenance that may be required from time to time.

4.4 To ensure uninterrupted fail free operation of VTS Simulator, preventive maintenance will be carried

out by the Contractor at beginning of every quarter during the period of contract.

4.5 During the preventive/breakdown maintenance, if any card/module/unit is found defective, the

same will be repaired by the contractor and if not repairable at site it shall be replaced with a spare

serviceable unit from his stock.

4.6 Contractor shall supply all essential upgrades/ patches of software’s supplied and installed by

them, free of cost during the CAMC period.

4.7 The supplier shall make sufficient provision to protect the equipment from Lightning and power

surge. Any damage due to the above reason during warranty and CAMC period shall be liability of

the contractor.

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4.8 The Contractor will submit quarterly status report to Customeralong with details of all the activities

carried out during the quarter.

4.9 The Contractor will provide his Account and bank details to Customer for making timely payments.

5. Obligation of the Customer

5.1 A register will be maintained by the Customer for keeping a record of faults and action taken by the

contractor, with signature of site in-charge of DLL Kolkata&Service Engineer of contractor.

5.2 Director of Lighthouses & Lightships, Deep Bhawan, D-372/2, Taratalla Road, Kolkata-700088shall

be the paying Authority.

5.3 Total CAMC amount of Rs. ------------- (Rupees --------------------- only) plus applicable taxes shall be

paid to the Contractor in instalments at half yearly basis at the end of every 6 months.

5.4 The Customer shall ensure timely payments, preferably within a month of completion of billing

period and submission of invoice whichever is later, to the Contractor against the CAMC.

5.5 Service Tax & VAT/GST, if any, will be paid extra at prevailing rates, subject to production of proof of

payment.

6. Arbitration

6.1. All disputes or differences arising out of or in connection with the present Contract, including the

one connected with the validity of the present Contract or any part thereof, shall be settled by

bilateral discussions.

6.2. Any dispute, disagreement or question arising out of or relating to this Contract or relating to

performance (except as to any matter the decision or determination where is provided for by these

conditions), which cannot be settled amicably, a written communication by the contractor will be

referred to the sole arbitration of the Director or some person appointed by him within sixty (60)

days to resolve such dispute.

6.3. The Arbitration Proceedings shall be conducted in India under the Indian Arbitration and

Conciliation Act, 1996 or any modification or re-enactment thereof for the time being in force and

shall be subject to the jurisdiction of the court in Kolkata and the award of such Arbitration Tribunal

shall be enforceable in Indian Courts only.

6.4. The parties shall continue to perform their respective obligations under this contract during the

pendency of the arbitration proceedings except in so far as such obligations are the specific subject

matter of the said arbitration proceedings.

7. Force Majeure

7.1 “Force Majeure” means an exceptional event or circumstance, which is beyond a Party’s control.

7.2 Force Majeure shall include, but is not limited to, exceptional events or circumstances of the kind

listed below :

i) War, hostilities (whether war be declared or not), invasion, act of foreign enemies with India.

ii) Rebellion, terrorism, revolution, insurrection, military or usurped power, or civil war,

iii) Riot, commotion, disorder, strike or lockout by persons other than the Contractor’s Personnel

and other employees of the Contractor and Sub-contractors,

iv) Munitions of war, explosive materials, ionizing radiation or contamination by radio-activity,

except as may be attributable to the Contractor’s use of such munitions, explosives, radiation or

radio-activity.

v) Natural catastrophes such as earthquake, hurricane, typhoon or volcanic activity.

8. Termination

8.1 In the event of the Contractor going into liquidation or winding up his business or making

arrangement with his creditors, this agreement shall stand ipso fact terminated from the date of

65

occurrence of such event. This termination shall be without prejudice to any other rights to

remedies, available to the DLL, Kolkata under this agreement.

8.2 In the event of any breach of terms and conditions of this Agreement or unsatisfactory performance

of the contractor, the DLL, Kolkata shall have the right to terminate the Agreement forthwith by

giving 30 days’ notice. The decision of the DLL under this clause shall be final.

9. Penalty Clause

The fault of VTS Simulator reported should be attended within 48 hours (excluding Sunday). The

Contractor shall pay a sum equal to 0.5% of the cost of the CAMC of the station for each day; the system

remains unavailable beyond the stated period provided that such sum will not exceed 10% of the CAMC

Contract value. If the contractor does not make visit in a quarter, 10% value of CAMC contract of that

particular quarter shall be deducted. In case of no visit for the two consecutive quarters, no payment shall

be allowed.

10. Amendments

No provision of this contract shall be changed or modified in any way (including this provision)

either in whole or in part except by an instrument in writing made after the date of this contract and signed

on behalf of both parties and which expressly states to amend this contract.

11. General Terms

CUSTOMER shall make the site available to the representatives of Service Provider by way of

i) Permit to Contractor or his authorised representative to enter and work in Deep Bhawan, Kolkata.

ii) Allow to Contractor to enter, and work in the site as required following Govt. regulations.

iii) Ensure availability of DLL’s representative during CAMC Service to issue Service certificate.

iv) Ensure that the equipment are operated / maintained as per the operating / maintenance

instructions mentioned in the user manual supplied with the equipment.

v) Ensure that no modification is carried out in the equipment by any other agencies / persons other

than Contractor (Technician / Engineer)

12. Legal Addresses of the Contracting Parties

--------------------------------------------

--------------------------------------------

-------------------------------------------- Director of Lighthouses and Lightships

-------------------------------------------- Deep Bhawan,D-372/2, Taratalla Road, Kolkata-700088

Tel No: ------------------ Tel No: ------------------

Fax No: ---------------- Fax No: ----------------

CONTRACTOR CUSTOMER

Signature Signature

In the presence of:

Signature Signature

Name ---------------------- Name-------------------

66

Government of India






SECTION –6

SCOPE OF WORK AND SYSTEM SPECIFICATIONS

6.1 Introduction:

The VTS simulator is based on the feel of real equipment,to train VTS personnel in conformity with

IALA recommendations. The design requires a variety of hardware and software modules that collect,

integrate, assess and display sensor data in a manner that provides a comprehensive representation of the

vessel traffic situation to VTS operators,whether the requirement is for surveillance of coastal areas, large

ports, small ports, rivers or off shore installations.

6.2 Purpose:

The purpose of VTS Simulator is to provide the training to the operator with clear and concise real

time portrayal of vessel movement and interaction in the vessel traffic service area. The information

provided by the simulator must allow the operator to be trained on following aspects:

� Provide required level of Service : Information, Navigational Assistance or Traffic Organisation

service,

� Enhance safety of life and property,

� Protect environment,

� Reduce risk associated with marine operations,

� Enhance efficiency of vessel movement and port marine resources,

� Distribute VTS related information,

� Search and Rescue assistance,

� Record VTS data for administrative purposes, analysis of incidences and planning.

6.3 Scope of Work:

The scope of work consists of establishing a VTS Simulator set up for training of 8 VTS personnel at a

time. The space of fairly 40’x20’x8’ is to be utilized for construction of 8 sound proof cabins (with Air-

conditioner vents/louvers)for VTS/ Ship Operator console for trainees, who are to be imparted VTS training

of various levels, without any external disturbance so as to concentrate on the learning, apart from setting

up of an instructor cum de-briefing station and seating arrangement for class room training of 8 trainees as

per the following drawing-

68

The details of scope of works are as follows-

6.3.1 Supply of Hardware for VTS Simulator:

Hardware needs to be supplied as per the Bill of Quantities in Section 7 and technical specifications

in the succeeding paragraphs. The technical specifications mentioned are bare minimum and equipment of

higher/latest version may be supplied to meet the functionalities and future compatibility with new systems.

6.3.2 Supply of Software, licenses for VTS Simulator:

The bidder has to supply licensed version original software needed for VTS Simulator and associated

systems. The provision of update of software should be there as and when available. Other licenses should

be obtained by the bidder wherever required.

The VTS simulator software shall have all features that combine to form the training environment fully

complying with the IALA recommendations. The VTS Simulator shall have 8 VTS/Ship consoles with a feature

to add another four consoles in future. In general the VTS simulator comprises of the following modules:

a. Instructor module

b. VTS module

c. Ship module

d. VHF module

The simulator also contains a database of areas, ships and simulates sensors like radars, AIS, radio

direction finder.

6.3.2.1 Instructor module:

The Instructor station should be capable of three modes of operation. The preparation phase, the

exercise phase and debrief phase.

Preparation phase:

In this mode, the instructor creates a scenario which can be loaded during exercise mode. The

following features should be available as minimum:

a. Create scenario either from scratch, from an existing scenario or based on operational traffic.

b. If creating from scratch then it should be possible to select VTS area from an area database

preinstalled in the simulator.

c. Modify/add multiple ships in the VTS area from the ship database preinstalled in the simulator.

d. Modify/add trajectories in the VTS area. Trajectories shall comprise of waypoints. Each ship in the

VTS area to be attached to a trajectory. Capability to save and copy trajectories so that multiple

ships can be attached to predefined trajectories. It should be possible to define if the ship is visible

to a sensor (Radar or AIS) or not.

e. Define typical VTS issues like areas with poor coverage, track loss, sensor failures.

Exercise phase

This phase comprises of selecting created scenarios and placing the trainees in the exercise mode.

The following features should be available as minimum:

a. In this mode the instructor should be capable of loading a scenario and attach to the VTS trainees.

b. It should be possible to carry out multiple combined or independent parallel training sessions with

the VTS trainees attached.

69

c. It should be possible to start, pause, and stop exercise.

d. It should be possible to alter the speed, course and other parameters of any of the ships inside the

exercise scenario, by changing trajectories or by manual control of vessels.

e. It should be possible to execute label swap between two non AIS ships.

f. The entire scenario as played out should be recorded for later on debrief. This includes the traffic

image (tracks, radar video, RDF bearings, etc.), VHF and Telephone voice and camera images

watching the trainee. This information shall be recorded synchronously and shall to be available

for replay during debrief.

Debrief phase

This phase comprises of replaying the recorded exercise to analyse the performance of the trainees

and for the instructor to provide recommendation and feedback to the trainee. The following features

should be available as a minimum:

a. Load any of the stored exercise for replay.

b. Pause, forward, rewind the exercise.

c. Replay the traffic image (tracks, radar video, RDF bearings etc.), VHF, Telephone and camera

images.

Area database

The simulator to be delivered with the following exercise areas as part of VTS area database:

a. Gulf of Kachchh

b. Gulf of Khambat

c. Mumbai & JNPT Port

d. Murmagao port

e. New Mangalore Port

f. Cochin Port

g. Tuticorin Port

h. Chennai Port

i. Ennore

j. Visakhapatnam Port

k. Paradip Port

l. Kolkata Port

m. Malacca Strait Singapore

n. Euro Port

o. Hongkong

p. Colombo etc.

Ship database

a. The simulator to be delivered with at least 500 different ships pre-configured for use in a

scenario.

b. It should be possible to edit the length and breadth of the ship by the instructor to match

the training requirements.

c. The instructor shall be able to add new vessels to the ships.

VTS Operator Station

The VTS operator station comprises of a real life VTS operator station software. The software used

should be in operation in at least several VTS around the world. It should be possible to:

a. Load ENC of the exercise area.

b. See the traffic picture.

c. See radar video and switch it’s display ON or OFF.

d. Set standard VTS traffic display parameters like vectors lengths, trails, etc.

e. Take range and bearing.

70

f. Zoom and pan the area.

g. Set various alarm parameters like CPA, TCPA, etc.

h. Create rules for navigation like zones with speed limits, boundary crossing, etc.

6.3.2.2 Ship Operator Station

The ship operator station is like an assistant instructor whose primary purpose is to act as a ship’s

master or pilot. The ship operator would be provided with a console to control manoeuvring of several ships

in the scenario. A VHF console is also to be provided to the ship operator to allow communication with the

trainee VTS operators.

VHF

All the operators mentioned above, the Instructor, the VTS operator and the ship operator would be

provided with a VHF console to simulate VHF communications. This includes both Work and (Multiple) listen

channels. All VHF audio has to be recorded synchronously with the actual traffic situation for later on replay.

It should be possible to select channels at the local console.

6.3.3 Supply of Miscellaneous equipment:

The bidder shall install structured LAN, Electrical wiring using best quality products and On–line

Uninterrupted Power Supply (UPS) of reputed make.

6.3.4 Civil Works:

The bidder has to provide drawing and design for all civil works related to establishment of VTS

Simulator. The room shall be made available to the bidder. The scope of civil and electrical works includes

erection of partitions forsound proof cabins, LED lighting with fixtures inside the cabins, required electrical

wiring, supply and installation of 6 Ton Central Air conditioning Unit, Supply of furniture (Table for

Instructor, VTS Consoles)

6.3.5 Installation, Commissioning and Training:

6.3.5.1 The scope of services includes Installation, Commissioning and handing over the complete system to

the customer with 3 years warranty support. The supplier shall make proper provision to protect the

equipment from Lightning and power surge. Any damage due to the above reason during warranty

period shall be liability of the contractor.

6.3.5.2The medium of training shall be English. 5 days training at OEM premises shall be provided to 4

technical officers before FAT. The bidder has to provide on-site training for a period of twoweek to

8officials. All the expenditure towards conducting FAT and above trainings, including boarding and

travel expenses, will be borne by the bidder. The training includes supply of course material both in

hard and soft copies. The contractor shall provide sufficient on hand exposure and training

materials.Training shall cover setting up of the display, selecting and using various features,

interpretation of data, etc. The Bidder shall provide line by line commentary on the methodology

and implementation schedule for training along with course module in his proposal.

6.3.6 CAMC:

The CAMC methodology shall cater to the need of a premier Training establishment for

VTSPersonnel. It shall ensure that system remains functionally available at all times so as to avoid disruption

during Training programs. The following lines give the brief outline of the CAMC methodology-

6.3.6.1The Contractor will designate experienced, trained and qualified technical staff to take up the

maintenance of the VTS Simulatorat Deep Bhavan, Kolkata to carry out the CAMC related works.

6.3.6.2Contractor shall stock necessary spares and associated equipment during the period of CAMC.

71

6.3.6.3The maintenance during the CAMC shall be comprehensive. The maintenance shall cover the

repair of equipment/systems/ subsystems/ modules/ cards/ connectors/ power cables/

software supplied by the vendor. Maintenance shall also include rectification of faults, routine

periodic maintenance and any breakdown maintenance that may be required from time to time.

6.3.6.4To ensure uninterrupted fail free operation of VTS Simulator, preventive maintenance will be carried

out by the Contractor at beginning of every quarter during the period of contract.

6.3.6.5During the preventive/breakdown maintenance, if any card/module/unit is found defective, the same

will be repaired by the contractor and if not repairable at site it shall be replaced with a spare

serviceable unit from his stock.

6.3.6.6Contractor shall supply all essential upgrades/ patches of software’s supplied and installed by

them, free of cost during the CAMC period.

6.3.6.7The supplier shall make proper provision to protect the equipment from Lightning and power surge.

Any damage due to the above reason during CAMC period shall be liability of the contractor.

6.3.6.8The Contractor will submit quarterly status report to Customeralong with details of all the activities

carried out in CAMC during the quarter.

6.4 Purpose and Extent of the specifications

These specifications detail the requirement for the VTS Simulator to such an extent as to enable to

bidder to quote for the system.The technical specifications given in tender document are only basic

requirements/ guidelines for comparing various bids. The contractor holds final responsibility for

performance of the system. In case, Bidder feels any constraint, he shall be free to come up with alternative

solution without changing basic concept outlined in the tender document. The pre-bid meeting may be

effectively used for this purpose.

All bids must be supported by calculation and actual performance data. The technical details shall be

factual, comprehensive and shall include specifications of the offered system/equipment. Any deviation

must be clearly brought out with supporting document. Insufficient or incomplete details may lead to

rejection of the offer. Mere indication of compliance may be construed as incomplete information unless

system’s specifictechnical details are available in the offer.

6.5 Technical Specifications:

6.5.1 Hardware

• Instructor cum Debrief Station PC

(i)Make: HP/DELL/IBM.

(ii) Intel® Core™ i7-6700K 3.4 GHz processor, 8GB DDR3RAM, 1TB SATA 7200 RPM RAID5 HDD,

Board Connector PCIe x16 slot One, PCIe x4 One, PCIe x1One, Tower Cabinet, Gigabit

Ethernet, optical mouse, camera, keyboard Windows 10 Professional, Power Supply (SMPS)

600 Watt Support.

(iii) Any other specifications as required to meet the functioning of the simulator.

• VTS Operator Station PC

(i) Make: HP/DELL/IBM.

(ii)Intel® Core™ i7-6700K 3.4 Ghz Processor, 8GB RAM, 1TB SATA 7200 RPM RAID5 HDD, Board

Connector PCIe x16 slot One, PCIe x4 One, PCIe x1 One, Tower Cabinet, Gigabit Ethernet,

optical mouse, camera,keyboard, Windows 10 Professional, Power Supply (SMPS) 600Watt

Support.


72

• Ship Station PC

(i) Make: HP/DELL/IBM.

(ii) Intel Core i7 6th

6700K 3.4 Ghz Processor, 8GB DDR3 RAM, 500GB SATA HDD, Intel HD

Graphics, Board Connector 16x PCI-Express slot One,1x PCI-Express slot One, Gigabit

Ethernet, Keyboard, camera, Optical Mouse, Windows 10 Professional.


• Laser Projector

Laser Projector,equipped with horizontal and vertical lens shift,shall be provided with ceiling

mounting arrangement (with Lift) and remote controlled feature, with all accessories cables etc., having

following specifications-

Lumens :4000,

Display Resolution :WUXGA (1920 x 1080),

Lamp rating :>3000 hours.

• Laser Printer

(With software on CD-ROM; Power cord and USB cable)

Duplex print options Automatic

Print speed A4 size - Up to 18 ppm

Print technology Laser

Print resolutiontechnologies ImageRET 3600

Print cartridges number 4(1 each black, cyan, magenta, yellow)

Connectivity

Hi-Speed USB 2.0 port;

built-in Fast Ethernet 10/100Base-TX network port;

Memory 256 MB

Duty cycle

Recommended monthly page

Up to 30,000 pages;

250 to 2,500 pages

Processor speed 800 MHz

Paper handling

Input

Output

150-sheet input tray/ multipurpose tray

100-sheet output tray

6.6 Environment:

Indoor equipment shall be placed in air-conditioned rooms. The equipment shall, however, be

capable of functioning in ambient temperatures ranging from 0° C to 55° C and humidity up to 95%.

6.7 Support

During the initial period of system stabilization after delivery and acceptance, the Employer may

need support. The Contractor shall make a reasonable assessment of the amount of support that shall be

required and shall include this in his offer. He shall specify clearly on what maintenance strategy this

package shall be based. One well qualified and experienced personnel shall be placed at Deep Bhavan

Kolkata to extendtechnical support during warranty Period.

Director


73

Government of India






SECTION –7

BILL OF QUANTITIES

Sl.

no. Description

Quantity

Unit

Basic Rate

(in Rs.)

Service

Tax

(in %)

VAT

(in %)

Amount

without

tax

(in Rs.)

Amount

with

Tax

(in Rs.)

Total

amount

in words

(in Rs.)

1 HARDWARE

A Instructor Cum Debriefing Station

(i)

High Performance i7 machine of reputed make

(IBM/HP/Dell) with windows (64 bit) OS for Server with

Antivirus.

Intel® Core™ i7-6700K 3.4 Ghz processor, 8GB DDR3

RAM, 1TB SATA 7200 RPM RAID5 HDD, Board

Connector PCIe x16 slot One, PCIe x4 One, PCIe x1One,

Tower Cabinet, Gigabit Ethernet, optical mouse,

keyboard Windows 10 Professional, Power Supply

(SMPS) 600 Watt Support.

3 nos.

(ii)

High end graphic cards for Instructor Visuals and Server,

NVIDIA GeForce Zotac GTX 970 PCI Express with 4GB

DDR5RAM

2 nos.

74

(iii) 24 inches LED display (IBM/HP/Dell), wide screen 4 nos.

(iv) VHF Emulator Hardware with PTT handset 1 nos.

(v) EPABX (Intercom) with 12 extensions including

telephone instruments (with display facility) 1 Set

(vi) Projector Laser 4000 Lumens, 1920 x 1080 resolution,

3000 hours with Projector Lift( Ceiling Mount) 1 nos.

(vii) LaserJet Color Printer 1 nos.

(viii) Instructor’s table of reputedmake(Godrej/Durian) 1 set

B VTS Operators and Ship Stations

(i)

High Performance i7machines of reputed make

(IBM/HP/Dell) for VTS Operator Stations (visuals) with

Antivirus.

Intel® Core™ i7-6700K 3.4 Ghz Processor, 8GB

RAM, 1TB SATA 7200 RPM RAID5 HDD, Board

Connector PCIe x16 slot One, PCIe x4 One, PCIe x1 One,

Tower Cabinet, Gigabit Ethernet, optical mouse,

keyboard, Windows 10 Professional, Power Supply

(SMPS) 600Watt Support

2 nos.

(ii)

High Performance i7 machines of reputed make

(IBM/HP/Dell) for VTS operator/Ship stations with

Antivirus.

Intel Core i76700K 3.4 Ghz Processor, 8GB DDR3 RAM,

500GB SATA HDD, Intel HD Graphics, Board Connector

16x PCI-Express slot One,1x PCI-Express slot One,

Gigabit Ethernet, Keyboard, Optical Mouse, Windows

10 Professional

8 nos.

(iii) 24 inches LED display (IBM/HP/Dell) wide Screen 16 nos.

75

(iv)

Dual Display graphic card for VTS and Ship Station

Monitors Dual display NVIDIA 210 GT PCI Express with

512MB RAM DDR5

8 nos.

(v)

High end graphic cards for VTS Visuals

NVIDIA GeForce Zotac GTX 970 PCI Express With 4GB

DDR5 RAM

2 nos.

(vi)

32” LED displays of reputed make (IBM/HP/Dell) for 2

VTS operator stations wide Screen

2 nos.

(vii) VHF emulator hardware 8 nos.

(viii) VTS/Ship Operator’s Console 8 Set

2 SOFTWARE

(i)

Instructor station application software (with software

of instrument panel, steering systems, throttle, thruster

control, AIS display, DGPS navigator, Doppler Log, Echo

Sounder, Engine Telegraph, Gyro Repeater Log,

magnetic Compass Repeater, Navigation Lights, Sound

signals, Visual view control , weather indicators (wind

speed, Air temp, sea temperature, air pressure,

humidity, rainfall) etc. complete.

VTS Scenario simulator to simulate ships, VTS area,

VTS Sensor simulation application software

1 Set

(ii)

VTS Console operator station application software with

software for control panel for navigational aids required

for VTS operator complete.

1 Set

(iii)

Ship station application software with software for

control panel for navigational aids required for Ship

station complete

1 Set

3 MISCELLANEOUS WORKS

76

(i) Centralized UPS 10 KVA (with 30 minutes back up on

resistive load of 7 Kw) 1 Set

(ii)

Structured LAN network with 24 port L3 Network

switch (Make-Cisco) for interconnecting VTS

Operator/Ship stations, instructor station, debriefing

screen and other necessary devices

1 Set

(iii)

Electrical wiring with sockets and switches to power

instructor station and VTS Operator& interconnecting

cables for the simulator system) and other sub-systems.

1 Set

4 CIVIL WORKS

(i) Erection of sound proof cabinets to accommodate VTS

Operator/Ship stations with LED Lighting 8 Set

(ii)

6 Ton Central Air-conditioning unit with provision to air-

conditioning outlets in each cabinet as well as in whole

lecture cum debriefing room

1 Lot

5 INSTALLATION, COMMISSIONING & TRAINING

(i) Installation, testing, commissioning of complete system

including 3 years on-site warranty 1 Set

(ii) Simulator maintenance Training (5 days) for 4 technical

officers of the Directorate at OEM works 1 Lot

(iii)

Post installation Simulator Operation cum maintenance

on-site Training (2 weeks) for 8 technical staff of the

Directorate

1 Lot

6 POST WARRANTY CAMC FOR 7YEARS 1 Lot

Signature of the bidder Director

77

Government of India






SECTION –8

EVALUATION CRITERIA

8.1 General:

8.1.1 The evaluation shall be carried out by following the procedure of Quality and Cost Based Selection

(QCBS). The bids scoring 70% and above shall be declared qualified and the bid obtaining highest

Final Score (FS) shall be declared successful bid.

8.1.2 The Bids shall be evaluated technically and commercially by a Committee. It is mandatory onpart of

the bidder to score a minimum of 70% marks in the technical evaluation to qualify for the opening of

the commercial bid.

8.1.3 The commercial bid of only those bidders shall be opened who technically qualify. Once technically

qualified, the bidders will be informed about opening of the commercial bids.

8.1.4 Only base price shall be FOR Kolkata [including Custom charges/ Excise duty and excluding taxes (viz.

VAT, Service Tax and surcharge thereon)] will be considered for evaluation purpose however along

with the base price all applicable taxes mentioned above should be indicated clearly in the schedule

of rates.

8.2 Technical Evaluation Criteria:

The Technical Evaluation shall be carried out based on the following attributes to ascertain the

quality of the bid.

Sl.

No. Attributes

Max

Marks Evaluation criteria

1 Accreditation/ certification of the

Firm for quality and other

international standards in the

relevant area.

2

2 Compliance of General &Special

conditions of the tender document.

3

3 Compliance to technical

specifications.

5

78

4 Experience in similar class of works-

i.Supply, Installation and

commissioning of VTS Simulators.

ii. Supply, Installation and

commissioning of other similar

Simulator Systems (Viz. Ship

Bridge/ ATC Simulators).

20

20

18

i) 60% marks for minimum eligibility criteria.

ii) 100% marks for twice the minimum eligibility

criteria or more.

In between (i) & (ii) on pro-rata basis.

(Copy of the work order and completion

certificate must be enclosed invariably)

5 Performance on works(time over

run).

TOR=AT/ST,

(Where AT=Actual Time, and

ST=Stipulated time)

10 Parameters Score

IF TOR ≤1 >1<2 ≥2<3 ≥3

i) Without levy of

compensation

10 7.5 5 0

ii) With levy of

compensation

10 5 0 -5

iii)Levy of compensation

not decided.

10 5 0 0

6 Performances of works. 10 Excellent/ superior 10

Very Good 7.5

Satisfactory/Good 5

Poor 0

7 Personnel and Establishment. 5 Graduate

E&C/ComputerEngineer

1 mark for each subject

to a maximum of 4.

Diploma E&C/

ComputerEngineer

0.5 mark for each subject

to a maximum of 1.

8 Proposed solution, i.e. Approach

and Methodology for VTS Simulator

system.

15 Based on the detailed Technical proposal of the

bidder.

9 Execution Program of Work

(with CPM Chart)

5

10 Quality of Training. 6 Based on the details in the Technical proposal.

11 Any special features which

enhances the capability of the

system.

2 Based on the details in the Technical proposal.

12 Post installation Support during 3

years warranty.

7

13 Methodology of CAMC. 8 Based on the details of methodology in the

Technical proposal.

14 Provision of “On line Aids” such as

updates on software, operations &

maintenance.

2

Total 100

Evaluation Procedure

• The Technical bid of each bidder shall be evaluated by the committee based on the attributes

mentioned in the above table and marks obtained by them will be denoted as Technical Score (TS).

79

• The Technical bids having Technical Score (TS)of 70 % and above shall be declared technically

qualified. Financial bid of only those bidders shall be considered for opening,who have Technical

Score (TS) of 70 % and above in the technical evaluation.

• Thereafter, Normalized Technical Score (NTS) of each technically qualified bid shall be

obtained.The formula for determining the Normalized Technical Score (NTS) of bids is as follows:

NTS = 100 x TS/ TS M

(Where TSis the technical score of the bid under consideration and TSM is the highest technical score

among the bids)

• The formula for determining the Normalized Financial Score(NFS) is as follows:

NFS = 100 x FL / F

(WhereF is the price of the bid under consideration and FL is the lowest price amongst the bids)

• Proposals will be ranked according to their combined weighted Normalised Technical Score and

weighted Normalised Financial scores. The Final Score (FS) shall be obtained by the following

formula.

FS = NTS x Tm + NFS x Fm

(Where Tm = Weightage given to the Technical Bid and Fm = Weightage given to the Financial

Bid, wherein Tm = 0.60; Fm = 0.40 and Tm + Fm = 1)

• The bid of bidder achieving the highest Final Score (FS) will be declared successful bidder.

Director

Signature of Bidder For and on behalf of the President of India

80

Government of India






SECTION –9

MISCELLANEOUS PROFORMA

1. Form 9.1 - Statement concerning qualification for eligibility

2. Form 9.2 - System specifications deviations

3. Form 9.3 - Manufacturers qualification statement

4. Form 9.4 - Letter of Authority from the manufacturer

5. Form 9.5 - Bank Guarantee for EMD

6. Form 9.6- Form of agreement

7. Form 9.7- List of Technical Enclosures & Drawings submitted by the bidder.

8. Form 9.8 - Undertaking from the bidder that bid is unconditional

9. Form 9.9 - Joint Venture Agreement

10. Form 9.10 - Contract Performance Bank Guarantee

81

Form 9.1

VERIFICATION OF STATEMENT FOR ELIGIBILITY.

From-

Registered Business Name:

Registered Business Address:

Telephone/Telex/e-mail

To-

The Director of Lighthouses & Lightships

Deep Bhavan, D-372/2, Taratalla Road,

Kolkata-700088.

Sir,

1. I/We hereby request to be qualified with the Directorate of Lighthouses and Lightships as a bidder

for contract “Supply, Installation,Testing and Commissioning of VTS Simulator at Training Centre, Kolkata”

2. I/We authorize Directorate of Lighthouses & Lightships, Kolkata or his authorized representatives

to conduct any investigations to verify the statements, documents and information submitted and to clarify

the financial and technical aspects furnished in this statement. For this purpose, we hereby authorize (any

public official, engineer, bank depository, manufacturer, distributor, etc.) or any other person or firm to

furnish pertinent information deemed necessary and requested by the Directorate of Lighthouses &

Lightships, Kolkata to verify statements and information provided in this application or regarding our

competence and standing.

3. The names and positions of persons who may be contacted for further information, if required are

as follows:

(a) Technical _______________________________________;

(b) Financial ___________________________________ and

(c) Personnel ________________________________________.

4. I/We declare that the statements made and the information provided in the duly completed

application are complete, true and correct in all the respect. On verification at any time in the future, if it is

found that information furnished with this application and statements made therein are not true,

incomplete or incorrect, we hereby authorize the Directorate of Lighthouses and Lightships, Kolkata to

reject our application.

5. I/We understand that the Directorate of Lighthouses & Lightships, Kolkata reserves the right to

reject any application without assigning any reason thereof.

Witness :_________________ Authorised Signatory____________________

____________________________ Name: _________________________

____________________________ Address: ___________________

____________________________ ___________________

_____________________________ Place/Date _______________________

Tele No/Telex/e mail

Place/ Date : __________________ Fax No : __________________

Enclosures:

1. Duly filled in Forms.

2. Certified copy of power of attorney/necessary evidence admissible in law (in case of joint

venture/consortium).

82

3. Certified copy of partnership deed/copies of articles of association of the firm(s).

4. Latest brouchers and any other technical documentation.

5. Annual audited balance sheet for the last three (3) consecutive years certified by registered

independent auditors.

6. Any other documents submitted in support of the information furnished may be mentioned.

83

Form 9.2

SYSTEM SPECIFICATIONS DEVIATIONS

Sl.

No.

Tender Specifications

Deviation

Remarks as to whether the

deviations are due to

manufacturers standard

design or international

manufacturing practice

Clause No. Description in

Brief

Signature of the Bidder……………………………………………………………….

84

Form9.3

MANUFACTURER’S QUALIFICATION STATEMENT

Company Name: ____________________________________________________

1. Head Office Address:

________________________________________________________________________

Telex No/e-mail _______________________ Fax No.

Telephone No. ____________________

2. Regional / Local Office Address (if any):

________________________________________________________________________

Telex No/e-mail _______________________ Fax No.

Telephone No. ____________________

3. Names and addresses of any associates/agents in India knowledgeable in the procedure of Customs,

immigration and local experience in various aspects of the project:

________________________________________________________________________

4. Country and Year Incorporated

________________________________________________________________________

5. Main Lines of Business: (i.e. manufacturer / supplier ofcomputer based Simulatorsfor marine

application or for other specific purpose, etc.)

1.__________________ Since ________________

2.__________________ Since ________________

Details of contracts executed by the bidder during last three years (Please attach separate sheets)

Organization chart showing structure of company including names and position of Directors,

General Managers and other key Personnel and total number of qualified key technical personnel in

company’s current employment.

1 Attach copy of Certificate of registration and ownership.

2 Contract amount shall be given in Indian Rupees only.

Witness :_________________ Tenderer’s Signature _______________

Name : _________________________

Address : ____________________

Place : _______________________ Tele No/ Telex No/ Fax No/e-mail

Date : ________________________

Place : ____________________

Date: _____________________

85

Form 9.4

LETTER OF AUTHORITY FROM MANUFACTURER

Having examined the tender document for “Supply, Installation, Testing and Commissioning of

VTS Simulator at Training Centre,Deep Bhavan, Kolkata”including the system specifications (including

addenda Nos…… if any), we, the undersigned hereby authorize ……………………………… to quote for the bid on

our behalfin conformity with the said tender documents.

We undertake, if our tender is accepted, to commence delivery within ……… days and to complete

Commissioning and handing over of all the items specified in the contract within ………days, calculated from

the date of receipt of your Notification of Award and in accordance with the terms & conditions of the

Contract


____________________________ Name : _________________________

____________________________ Address : ___________________

____________________________ ___________________

_____________________________ ___________________


Date : ________________________ Place : ___________________

Date : ___________________

Seal of the firm

86

Form 9.5

Performa of Bank Guarantee for EMD

Whereas the Director of Lighthouses & Lightships, Kolkata for and on behalf of the President of

India (hereinafter called ‘DIRECTOR OF LIGHTHOUSES AND LIGHTSHIPS, KOLKATA”) has floated a tender

enquiry for “Supply, Installation, Testing and Commissioning of VTS Simulator at Training

Centre,Deep Bhavan, Kolkata”and M/s having its registered office at

thereinafter called the “Bidder”, which expression shall unless repugnant to the context or meaning

thereof mean and include all its successors, administrators, executor and assign have submitted a bid

reference No. and bidder having agreed to furnish as a condition precedent for

participation in the said tender an unconditional and irrevocable Bank Guarantee of Indian Rs.

(Rupees____only) for the due performance of the Bidder’s obligations as contained in the terms of

the Notice Inviting e-Tender (NIT) and other terms and conditions contained in the Bid Document supplied

by the DIRECTOR OF LIGHTHOUSES AND LIGHTSHIPS, KOLKATA which amount is liable to be forfeited on the

happening of any contingencies mentioned in said documents.

2. We _________________ (indicate the name of the bank) do hereby undertake to pay the DIRECTOR

OF LIGHTHOUSES AND LIGHTSHIPS, KOLKATA amount due and payable under this guarantee without any

demur, merely on a demand from DIRECTOR OF LIGHTHOUSES AND LIGHTSHIPS, KOLKATA stating that the

amount claimed is required to meet the recoveries due or likely to be due from the said Bidder(s). Any such

demand made on the bank shall be conclusive as regards the amount due and payable by the Bank under

this guarantee, however, our liability under this guarantee shall be restricted to an amount not exceeding

Rs.____________ .

3. We undertake to pay DIRECTOR OF LIGHTHOUSES AND LIGHTSHIPS, KOLKATA any money so

demanded notwithstanding any dispute or disputes received by the Bidder(s) in any suit or proceeding

pending before any Court or Tribunal relating thereto, our liability under this guarantee being absolute and

unequivocal.

The payment so made by us under this bond shall be a valid discharge of our liability for payment

there under and the Contractor(s) shall have no claim against us for making such payment.

4. We ______________ (indicate the name of the bank) further agree that the guarantee herein

contained shall remain in full force and effect during the period that would be taken for the performance of

the said bid and that it shall continue to be enforceable till the DIRECTOR OF LIGHTHOUSES AND

LIGHTSHIPS, KOLKATA.KOLKATA certifies that the terms and conditions of the said bid have been fully and

properly carried out by the said bidder (s) and accordingly discharges this guarantee.

5. This guarantee will not be discharged due to the change in the constitution of the Bank or the

Bidder(s).

6. We _____________ (indicate the name of the bank) lastly undertake not to revoke this guarantee

except with the previous consent of DIRECTOR OF LIGHTHOUSES AND LIGHTSHIPS, KOLKATA in writing.

7. This guarantee shall be valid up to ___________ unless extended on demand by DIRECTOR OF

LIGHTHOUSES AND LIGHTSHIPS, KOLKATA, Notwithstanding anything mentioned above, our liability against

this guarantee is restricted to Rs. ________ (Rupees __________________ only) and unless a claim in

writing is lodged with us within six months of the date of expiry or the extended date of expiry of this

guarantee, all our liabilities under this guarantee shall stand discharged.

Dated the _______________ day of ________ for ________ (indicate the name of the Bank).

Witness :--________________________ Authorised Signatory____________________

Seal of the bank _______________________

87

Form 9.6

FORM OF AGREEMENT

THIS AGREEMENT is made on the ………………… day of ………………. 2012 between the Director of

Lighthouses & Lightships,Kolkata D-372/2, Taratalla Road, Kolkata – 700088 (For and on behalf of the

President of India), hereinafter called “the Employer” of the one part and …………………… (Name of

Contractor and mailing address of Contractor) hereinafter called “the Contractor” of the other part.

WHEREACHS the Employer is desirous to execute the work of “Supply, Installation, Testing and

Commissioning of VTS Simulator at Training Centre,Deep Bhavan, Kolkata” hereinafter called “the

works” and has accepted a Tender by the Contractor for the execution, completion, and guarantee of such

Works NOW THIS AGREEMENT WITNESSETH as follows:

1. In this Agreement words and expression shall have the same meaning as are respectively

assigned to them in the Conditions of Contract hereinafter referred to.

2. The following documents shall be deemed to form and be read and construed as part of this

agreement viz.

(a) The Bid document,

(b) Addendums/ corrigendum’s to bid document and reply to pre-bid queries,

(c) The Priced Bill of quantities (BOQ filled up by bidders),

(d) The Letter of Acceptance.

3. In consideration of the payment to be made by the Employer to the Contractor as hereinafter

mentioned, the contractor hereby covenants with the Employer to execute, complete and

guarantee the Works in conformity in all respects with the provisions of the Contract.

4. The Employer hereby covenants’ to pay the Contractor in consideration of the execution,

completion and guarantee of the Works the contract price at the times and in the manner

prescribed by the Contract.

IN WITNESS WHEREOF the parties hereto have caused their respective common seals to be hereunto affixed

(or have hereunto set their respective hands and seal(s) the day and year first above written.

SIGNED, SEALED AND DELIVERED

By the said: By the said:

Name: ……………………………… Name: …………………………

On behalf of the Contractor in the For and on behalf of the

Presence of President of India

Name: ……………………………… Name: ….…………………….

Address: ……………………………. Address: …………………………

88

Form 9.7

List of Technical Enclosures & Drawings by Bidder

Sl. No. Enclosure/Drawing No. Title of Technical Enclosure/Drawing

Witness: _________________ Tenderer’s Signature _____________

Name: _________________________

____________________________ Address: ____________________

____________________________ ___________________________

_____________________________ ___________________________

Place : _______________________ Telephone No : _________________

Date : ________________________ Telex No. : ____________________

Fax No. : ____________________

Place : ____________________

Date : __________________

89

Form 9.8

UNDERTAKING (over the letter head of the firm)

I ………………………………………. Son of Shri ……………………………… authorized signatory to sign

the bid on behalf of M/S ………………………………………….…….…………………………………

…………………………………………………………………(being the sole bidder / lead partner) do here by give an

undertaking that the price bid does not contain any condition.

(Seal of the Company)

Date:………………………… Signature of the bidder…………………………..…………………

or his Authorized signatory Place:…………………………

Name of the bidder………………………………………………….

or his Authorized signatory

90

Form no 9.9

Provisions required to be included in the Joint Venture Agreement

If the application is made by a joint venture of two or more firms, the evidence of clear mandate

(i.e. in the form of respective Board Resolution duly authenticated by the competent authority*) by such

two or more firms willing to form Joint Venture among themselves for the specified projects should

accompany duly recognizing their respective authorized signatories signing for and on behalf of the

respective firms for the purpose of forming the Joint Venture. A certified copy of the power of attorney to

the authorized representatives, signed by legally authorized signatories of all the firms of the joint venture

shall accompany the application. The JV Agreement shall be signed by the authorized representative of the

joint venture. The JV Agreement shall need to be submitted consisting but not limited to the following

provisions:

(a) Name, style and Project(s) specific JV Head Office address.

(b) Extent (or equity) of participation of each party in the JV.

(c) Commitment of each party to furnish the Bond money (i.e. Bid Security, Performance security)

to the extent of his participation in the JV.

(d) Responsibility of each partner of JV (in terms of physical and financial involvement).

(e) Working capital arrangement of JV.

(f) Operation of separate Bank account in the name of JV to be operated by at least one foreign

partner and one local partner. In case of JV among local partners, both the partners are required

to operate.

(g) Provision for cure in case of non-performance of responsibility by any party of the JV.

(h) Provision that NEITHER party of the JV shall be allowed to sign, pledge, sell or otherwise dispose

all or part of its respective interests in JV to any party including existing partner(s) of the JV. The

employer derives right for any consequent action (including blacklisting) against any or all JV

partners in case of any breach in this regard.

(i) Management structure of JV with details.

(j) Indian Partner shall be the Lead partner, who shall be empowered by the JV to incur liabilities

on behalf of JV.

(k) Parties/firms committing themselves to the employer for jointly and severally responsible for

the intended works.

(l) The power of attorney shall be duly notarized from the county of Origin of the foreign partner

for his part, or got certified from the Indian Embassy in that Country of Origin.

(m) Any other relevant details.

• The competent authority can be the Indian Embassy or the Chamber of Commerce in the

country of origin where the foreign firm is registered and duly notarized.

91

Form 9.10

PROFORMA FOR CONTRACT PERFORMANCE BANK GUARANTEE

Whereas the Director of Lighthouses & Lightships,Kolkata (for and on behalf of the President of

India), hereinafter called ‘DLL” has awarded the contract vide letter no……………. dated……………………for

“Supply, Installation, Testing and Commissioning of VTS Simulator at Training Centre,Deep

Bhavan, Kolkata”to M/s …………………………………………………….having its registered office at

…………………………. hereinafter called the “ Contractor”, which expression shall unless repugnant to the

context or meaning thereof mean and include all its successors, administrators, executor and assign

AND WHEREACHS the Contractor is bound by the said Contract to submit to the Employer a

Performance Guarantee for a total amount of ……………………………… .

2. We _________________(indicate the name of the bank) do hereby undertake to pay the amounts

due and payable under this guarantee without any demur, merely on a demand from DIRECTOR OF

LIGHTHOUSES AND LIGHTSHIPS, KOLKATA stating that the amount claimed is required to meet the

recoveries due or likely to be due from the said Contractor(s). Any such demand made on the bank shall be

conclusive as regards the amount due and payable by the Bank under this guarantee. However, our liability

under this guarantee shall be restricted to an amount not exceeding Rs. _____________ (Rupees

_____________ only) .

3. We undertake to pay the Government any money so demanded notwithstanding any dispute or

disputes received by the Contractor(s) in any suit or proceeding pending before any Court or Tribunal

relating thereto, our liability under this guarantee being absolute and unequivocal.

The payment so made by us under this bond shall be a valid discharge of our liability for payment

there under and the Contractor(s) shall have no claim against us for making such payment.

4. We ______________ (indicate the name of the Bank) further agree that the guarantee herein

contained shall remain in full force and effect during the period that would be taken for the performance of

the said Agreement and that it shall continue to be enforceable till DIRECTOR OF LIGHTHOUSES AND

LIGHTSHIPS, KOLKATA on behalf of the Government certifies that the terms and conditions of the said

Agreement have been fully and properly carried out by the said Contractor(s) and accordingly discharges

this guarantee.

5. We________________(indicate the name of Bank) further agree that DIRECTOR OF LIGHTHOUSES

AND LIGHTSHIPS, KOLKATA shall have the fullest liberty without our consent and without affecting in any

manner our obligations hereunder to vary any of the terms and conditions of the said Agreement or to

extend time of performance by the said Contractor(s) from time to time or to postpone for any time or from

time to time any of the powers exercisable by DIRECTOR OF LIGHTHOUSES AND LIGHTSHIPS, KOLKATA

against the said Contractor(s) and to forbearance or enforce any of the terms and conditions relating to the

said Agreement and we shall not be relieved from our liability by reason of any such variation, or extension

being granted to the said Contractor(s) or for any forbearance, act or omission on the part of DIRECTOR OF

LIGHTHOUSES AND LIGHTSHIPS, KOLKATA or any indulgence by DIRECTOR OF LIGHTHOUSES AND

LIGHTSHIPS, KOLKATA to the said Contractor(s) or by any such matter or thing whatsoever which under the

law relating to sureties would but for this provision, have effect of so relieving us.

6. This guarantee will not be discharged due to the change in the constitution of the Bank or the

Contractor(s).

7. We _____________ lastly undertake not to revoke this guarantee except with the previous consent

of DIRECTOR OF LIGHTHOUSES AND LIGHTSHIPS, KOLKATA in writing.

92

8. This guarantee shall be valid up to ___________ unless extended on demand by DIRECTOR OF

LIGHTHOUSES AND LIGHTSHIPS, KOLKATA, Notwithstanding anything mentioned above. Our liability against

this guarantee is restricted to Rs. ________ (Rupees __________________ only) and unless a claim in

writing is lodged with us within six months of the date of expiry or the extended date of expiry of this

guarantee, all our liabilities under this guarantee shall stand discharged.

Dated the _______________ day of ________ for ________ (indicate the name of the Bank).


____________________________ Name : _________________________

____________________________ Address: ___________________

____________________________ ___________________

_____________________________ ___________________


Date : ________________________ Place : ___________________

Date : ___________________

Seal

93

Form 9.11

TENDER ACCEPTANCE LETTER

(To be given on Company Letter Head)

Date:

To,

The Director General

Lighthouses & Lightships,

A-13, Deep Bhavan, Tulsi Marg,

Noida-201301 (U. P.)

Sub: Acceptance of Terms & Conditions of Tender

Tender Reference No: ________________________

Name of Tender / Work:“Supply, Installation, Testing and Commissioning of VTS Simulator at

Training Centre, Deep Bhavan, Kolkata”

Dear Sir,

I. We have downloaded / obtained the tender document(s) for the above mentioned ‘Tender/work”

From the web site(s) namely:

_________________________________________________________________________

______________________________________________________________________________as

per your advertisement, given in the above mentioned website(s).

2. I / We hereby certify that I / we have read the complete tender document [including all annexure(s),

appendices, Form(s) schedule(s), drawings etc.], which shall form part of the contract agreement and I /

we shall abide hereby by the terms & conditions contained therein.

3. The corrigendum(s)/addendum(s) issued from time to time by your department/ organization too has

also been taken into consideration, while submitting this acceptance letter.

4. I / We hereby unconditionally accept the tender conditions of above mentioned tender document/

corrigendum(s) in its totality / entirety.

5. In case any provisions of this tender are found violated , then your department/ organization shall,

without prejudice to any other right or remedy, be at liberty to reject this tender/bid including the

forfeiture of the full earnest money deposit.

Yours Faithfully,

(Signature of the Bidder, with Official Seal)

Government of India






SECTION –10

ABBREVIATIONS

1. ATON Aids to Marine Navigation

2. BIIT Built In Integrity Test

3. BIS Bureau of Indian Standards

4. CAMC Comprehensive all inclusive Annual Maintenance contract

5. DLL Directorate of Lighthouses & Lightships, Kolkata

6. DOT Department of Telecommunication

7. DRB Dispute Resolution Board

8. EMD Earnest Money Deposit

9. FAT Factory Acceptance Trial

10. GUI Graphical User Interface

11. HDD Hard Disk Drive

12. HMI Human Machine Interface

13. HTML Hyper Text Markup Language

14. IALA International Association of Marine Aids to Navigation and

Lighthouses Authorities

15. IEC International Electro technical Commission

16. IMO International Maritime Organisation

17. IP Internet Protocol

18. ISO International Standard Organization

19. ITU International Telecommunication Union

20. KBPS Kilo Bit per Second

21. LAN Local Area Network

22. LCD Liquid Crystal Display

23. LED Light Emitting Diode

24. GB Giga Byte

25. MBPS Mega Bit per Second

26. MTBF Mean Time Between Failure

27. MTR Mean Time to Respond

28. MTTR Mean Time To Repair

29. NIB Notice Inviting Bid

30. PC Personnel Computer

31. PERT Planned Evaluation and Review Technique

32. PSE Public Sector Enterprises

33. RAM Random Access Memory

34. RBI Reserve Bank of India

35. RF Radio Frequency

36. SAR Search and Rescue

37. SMS Short Message Service

38. SOLAS Safety of Life at Sea

39. SW Software

40. TB Terra Byte

95

41. TCP Transmission Control Protocol

42. UPS Uninterrupted Power Supply

43. UTC Universal Time Coordinated

44. VAT Value Added Tax

45. VDM Voice Data Message

46. W Watt

96

APPENDIX-1

General Conditions of Dispute Resolution Agreement

1. Definitions

Each “Dispute Resolution Agreement” is a tripartite agreement by and between:

(a) The ‘Employer”;

(b) The “Contractor”; and

(c) The “Member” who is defined in the Dispute Resolution Agreement as being:

One of the three persons who are jointly called the “DRB” (or “dispute resolution board”)

shall preside as Chairman and the other two persons are called the “Other members” in

accordance with Sub Clause 4.50.3 “Appointment of the Dispute Resolution Board”

The Employer and the Contractor intent to enter into a contract, defined in the Dispute

Resolution Agreement, which incorporates this Appendix. In the Dispute Resolution Agreement,

works and expressions, which are not otherwise defined, shall have the meanings assigned to them

in the Contract.

2. General Provisions

The Dispute Resolution Agreement shall take effect when the Employer, the Contractor

and Each of the Members (or Member) have respectively each signed a Dispute Resolution

Agreement.

This employment of the Member(s) is a personal appointment. No assignment or

subcontracting of the Dispute Resolution Agreement is permitted without the prior written

agreement of all the parties to it and of the Other Members (if any).

3. Warranties

The Member warrants and agrees that he/she is and shall be impartial and independent

of the Employer, the Contractor and the Employer’s Representative. The Member shall promptly

disclose, to each of them and to the other Members, any fact or circumstance, which might appear

inconsistent with his/her warranty and agreement of impartiality and independence.

When appointing the Member, the Employer and the Contractor relied upon the

Member’s representations that he/she is:

(a) Experienced in the work which the Contractor is to carry out under the Contract,

(b) Experienced in the interpretation of contract documentation, and

(c) Fluent in the language for communications defined in the Contract.

4. General Obligations of the Member

The Member shall -

(a) Have no interest financial or otherwise in the Employer or the Contractor, nor any

financial interest in the Contract except for payment under the Dispute Resolution

Agreement;

97

(b) Not previously have been employed as a consultant or otherwise by the Employer or

the Contractor, except in such circumstances as were disclosed in writing to the

Employer and the Contractor before they signed the Dispute Resolution Agreement;

(c) Have disclosed in writing to the Employer, the Contractor and the Other Members,

before entering into the Dispute Resolution Agreement and to his/her best

knowledge and recollection, any professional or personal relationships with any

Director, Officer or Employee of the Employer or the Contractor, and any previous

involvement in the overall project of which the Contract forms part;

(d) Not, for the duration of the Dispute Resolution Agreement, be employed as a

consultant or otherwise by the Employer or the Contractor, except as may be agreed

in writing by the employer, the Contractor and the Other Members;

(e) Comply with the procedural rules (Annexure-A) and with Sub-Clause 4.50.5.

(Obtaining Dispute Resolution Board’s Decision)

(f) Not give any advice to the Employer, the Contractor, the Employer’s Personnel or

the Contractor’s Personnel concerning the conduct of the Contract, other than in

accordance with the procedural rules;

(g) Not, while a Member, enter into discussions or make any agreement with the

Employer or the Contractor regarding employment by any of them, whether as a

consultant or otherwise, after ceasing to act under the Dispute Resolution

Agreement;

(h) Ensure his/her availability for any site visit and hearings as are necessary; and

(i) Treat the details of the Contract and all the DRB’s activities and hearings as private

and confidential, and not publish or disclose them without the prior written consent

of the Employer, the Contractor and the Other Members.

5. General Obligations of the Employer and the Contractor

The Employer, the Contractor, the Employer’s Personnel and the Contractor’s Personnel

shall not request advice from or consultation with the member regarding the Contract, otherwise

than in the normal course of the DRB’s activities under the Contract and the Dispute Resolution

Agreement, and except to the extent that prior agreement is given by the Employer and the

Contractor shall be responsible for compliance with this provision, by the Employer’s Personnel

and the Contractor’s personnel respectively.

The Employer and the Contractor undertake to each other and to the Members that the

Member shall not, except as otherwise agreed in writing by the Employer, the Contractor, and the

Other Members;

(a) Be appointed as an arbitrator in any arbitration under the Contract;

(b) Be called as a witness to give evidence concerning any dispute before arbitrator(s)

appointed for any arbitration under the Contract; or

(c) Be liable for any claims for anything done or omitted in the discharge or purported

discharge of the Member’s functions, unless the act or omission is shown to have

been in bad faith.

The Employer and the Contractor hereby jointly and severally indemnify and hold the

Member harmless against and from claims from which he/she is relieved from liability under the

preceding paragraph.

5. Payment

The Member shall be paid as follows, in the currency named in the Dispute Resolution

Agreement-

98

(a) A daily fee, which shall be considered as payment in full for-

(i) Each working day spent reading submissions, attending hearings, preparing

decisions, or making site visits (if any); and

(ii) Each day or part of a day up to maximum of two day’s travel time in Each

direction for the journey between the Member’s home and site or another

location of a meeting with Other Members and/or the Employer and the

Contractor;

(b) All reasonable expenses incurred in connection with the Member’s duties, including

the cost of secretarial services, telephone calls, courier charges, faxes and telexes,

travel expenses, hotel and subsistence costs; a receipt shall be required for Each

item in excess of five percent of the daily fee referred to in sub-paragraph (a) of this

Clause; and

(c) Any taxes properly levied in the Country on payments made to the Member (unless

a national or permanent resident of the Country) under this Clause.

The daily fee shall be as specified in the Dispute Resolution Agreement.

The Contractor shall pay each of the Member’s invoices in full within 30 calendar days

after receiving the invoice and shall apply to the Employer(in the statement under the Contract) for

reimbursement of one-half of the amounts of these invoices. The Employer shall then pay the

Contractor in accordance with the Contract.

If the Contractor fails to pay to the Member the amount to which he/she is entitled under

the Dispute Resolution Agreement, the Employer shall pay the amount due to the member and any

other amount that may be required to maintain the operation of the DRB; and without prejudice to

the Employer’s rights or remedies. In addition to all other rights arising from this default, the

Employer shall be entitled to reimbursement of all sums paid in excess of one-half of these

payments, plus all costs or recovering these sums and financing charges calculated at the rate

specified in Sub-Clause “Schedule of Payments” of the Conditions of Contract.

If the Member does not receive payment of the amount due within 30 days after

submitting a valid invoice, the member may (i) suspend his/her services (without notice) until the

payment is received, and/or (ii) resign his/her appointment by giving notice to the Employer and

the Contractor. The notice shall take effect when received by the Employer and the Contractor

both. Any such notice shall be final and binding on the Employer, the Contractor and the Member.

7. Default of the Member

If the Member fails to comply with any obligation under clause 4, he/she shall not be

entitled to any fees or expenses hereunder.

8. Dispute/Claim arising out of DRB

Any dispute or claim arising out of or in connection with this Dispute Resolution

Agreement, or the breach, termination or invalidity thereof, shall be finally settled under the Rules

of Arbitration of the International Chamber of Commerce by one arbitrator appointed in

accordance with these Rules of Arbitration.

99

Annexure-A

PROCEDURAL RULES

1. The Employer and the Contractor shall furnish to the DRB (all the members) one copy of

all documents which the DRB may request, including Contract documents, progress reports,

variation instructions, certificates and other documents pertinent to the matter in dispute. All

communications between the DRB and the Employer or the Contractor shall be copied to the other

Party.

2. The DRB shall proceed in accordance with Sub-Clause “Obtaining Dispute Resolution

Board’s Decision” and these Rules. Subject to the time allowed to give notice of a decision and

other relevant factors, the DRB shall:

(a) Act fairly and impartially as between the Employer and the Contractor, giving Each

of them a reasonable opportunity of putting his case and responding to the other’s

case, and

(b) Adopt procedures suitable to the dispute, avoiding unnecessary delay or expense.

3. The DRB may conduct a hearing on the dispute, in which event it will decide on the date

and place for the hearing and may request that written documentation and arguments from the

Employer and the Contractor be presented to it prior to or at the hearing.

4. Except as otherwise agreed in writing by the Employer and the Contractor, the DRB shall

have power to adopt an inquisitorial procedure, to refuse admission to hearings or audience at

hearings to any persons other than representatives of the Employer and the Contractor, and to

proceed in the absence of any party who the DRB is satisfied received notice of the hearing; but

shall have discretion to decide whether and to what extent this power may be exercised.

5. The Employer and the Contractor empower the DRB, among other things, to:

• Establish the procedure to be applied in deciding a dispute,

• Decide upon the DRB’s own jurisdiction, and as to the scope of any dispute referred to it,

• Conduct any hearing as it thinks fit, not being bound by any rules or procedures other

than those contained in the Contract and these Rules,

• Take the initiative in ascertaining the facts and matters required for a decision,

• Make use of its own specialist knowledge, if any,

• Decide upon the payment of financing charges in accordance with the Contract,

• Decide upon any provisional relief such as interim or conservatory measures, and

• Open up, review and revise any certificate, decision, determination, instruction, opinion

or valuation of the Employer, relevant to the dispute.

6. The DRB shall not express any opinions during any hearing concerning the merits of any

arguments advanced by the Parties. Thereafter, the DRB shall make and give notice to its decision

in accordance with Sub-Clause “Obtaining Dispute Resolution Board’s Decision”, or as otherwise

agreed by the Employer and the Contractor in writing. The DRB shall –

(a) Convene in private after a hearing, if any, in order to have discussions and prepare its

decision;

(b) Endeavour to reach a unanimous decision: if this proves impossible, the applicable

decision shall be made by a majority of the Members, who may require the minority

member to prepare a written report for submission to the Employer and the Contractor;

and

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(c) If a Member fails to attend a meeting or hearing, or to fulfill any required function, the

other two Members may nevertheless proceed to make a decision, unless;

(i) Either the Employer or Contractor does not agree that they do so, or

(ii) The absent Member is the chairman, and he/she instructs the other Members to not

make a decision.