request for proposal (rfp) - eproc.punjab.gov.pk · 2.82 mw pakpattan hpp ii table of contents...

PUNJAB POWER DEVELOPMENT COMPANY LIMITED (PPDCL)

ENERGY DEPARTMENT

GOVERNMENT OF THE PUNJAB

Request for Proposal (RFP)

(Single Stage Two Envelopes Bidding Procedure)

OPERATION AND MAINTENANCE SERVICES

For

2.82 MW PAKPATTAN HYDROPOWER PROJECT

DISTRICT PAKPATTAN PUNJAB

PAKISTAN

August, 2016

PPDCL, 77-Shah Jamal Colony Lahore

Tel: +92-42-99204005, Fax: +92-42-99204003

RFP for Operation and Maintenance Services of

2.82 MW Pakpattan HPP

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TABLE OF CONTENTS

SECTION 1 INVITATION FOR BIDS .............................................................. 1

SECTION 2 PROJECT DESCRIPTION & PREAMBLE TO RFP ................... 3

SECTION 3 INSTRUCTIONS TO BIDDERS (ITB) AND APPENDICES TO

ITB 10

INSTRUCTIONS TO BIDDERS ................................................................................. 11

A. GENERAL ................................................................................... 11

IB.1 Scope of Bid and Source of Funds ................................................................ 11

IB.2 Eligible Bidders ............................................................................................. 11

IB.3 Eligible Services ............................................................................................ 11

IB.4 Cost of Bidding ............................................................................................. 12

B. BIDDING DOCUMENTS ........................................................... 12

IB.5 Contents of Bidding Documents ................................................................... 12

IB.6 Clarification of Bidding Documents ............................................................. 13

IB.7 Amendment of Bidding Documents .............................................................. 13

C. PREPARATION OF BIDS .......................................................... 14

IB.8 Language of Bid ............................................................................................ 14

IB.9 Documents Comprising the Bid .................................................................... 14

IB.10 Form of Bid and Schedules ........................................................................... 15

IB.11 Bid Prices ...................................................................................................... 15

IB.12 Currencies of Bid and Payment ..................................................................... 16

IB.13 Documents Establishing Bidder’s Eligibility and Qualifications ................. 17

IB.14 Documents Establishing Goods’ Eligibility and Conformity to Bidding

Documents ..................................................................................................... 19

IB.15 Bid Security ................................................................................................... 20

IB.16 Validity of Bids ............................................................................................. 21

IB.17 Format and Signing of Bid ............................................................................ 21

D. SUBMISSION OF BIDS.............................................................. 22

IB.18 Sealing and Marking of Bids ......................................................................... 22

IB.19 Deadline for Submission of Bids .................................................................. 23

IB.20 Late Bids ....................................................................................................... 23

IB.21 Modification, Substitution and Withdrawal of Bids ..................................... 24

E. BID OPENING AND EVALUATION ........................................ 24

IB.22 Bid Opening .................................................................................................. 24

IB.23 Clarification of Bids ...................................................................................... 25

IB.24 Preliminary Examination & Determination of Responsiveness of Bids ....... 25



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IB.25 Conversion to Single Currency/Correction of Errors .................................... 27

IB.26 Detailed Evaluation of Bids .......................................................................... 27

IB.27. Domestic Preference ......................................................................................... 30

IB.28 Process to be Confidential ............................................................................. 31

F. AWARD OF CONTRACT .......................................................... 31

IB.29. Post-Qualification.......................................................................................... 31

IB.30 Award Criteria ............................................................................................... 32

IB.31 Owner’s Right to Vary Quantities ................................................................. 33

IB.32 Owner’s Right to accept any Bid and to reject any or all Bids ..................... 33

IB.33 Notification of Award ................................................................................... 33

IB.34 Performance Security .................................................................................... 33

IB.35 Signing of Contract Agreement..................................................................... 34

G. ADDITIONAL INSTRUCTIONS ......................................................................... 34

IB.36 Instructions not Part of Contract ................................................................... 34

IB.37 Contract Documents ...................................................................................... 34

IB.38 Sufficiency of Bid ......................................................................................... 34

IB.39 One Bid per Bidder ....................................................................................... 34

IB.40 Bidder to Inform Himself .............................................................................. 35

IB.41 Alternate Proposals by Bidder....................................................................... 35

IB.42 Local Conditions ........................................................................................... 36

IB.43 Pre-Bid Meeting ............................................................................................ 36

IB.44 Integrity Pact ................................................................................................. 36

DATA SHEET ...................................................................................................... 37

APPENDICES TO ITB ................................................................................................ 43

Appendix A to ITB NAME OF ELIGIBLE COUNTRIES ................................... 44

Appendix B to ITB EVIIDENCE OF BIDDER’S CAPABILITY ....................... 45

Appendix C to ITB DOMESTIC GOODS (VALUE ADDED IN PAKISTAN) . 47

Appendix-D to ITB DETERMINATION OF RESPONSIVENESS .................... 48

SECTION - 4 ...................................................................................................... 50

TECHNICAL PROPOSAL (ENVELOPE – I) ........................................................... 50

FORM OF TECHNICAL BID .................................................................................... 51

TECH – I: BIDDER INFORMATION ....................................................................... 53

TECH – II: POWER OF ATTORNEY ....................................................................... 55

TECH – III: BIDDER RELEVANT EXPERIENCE .................................................. 56

TECH–IV: EVIDENCE OF BIDDER’S FINANCIAL AND LEGAL STANDING . 58

TECH – V: BIDDER’S PROPOSED KEY PERSONNEL ........................................ 61



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TECH – VI: BIDDER’S EQUIPMENT CAPABILITIES .......................................... 64

APPENDICES TO BID ................................................................................................ 65

Appendix–A to Bid SCOPE OF O&M SERVICES/TOR .......................................... 66

Appendix–B to Bid NOTICES AND COMMUNICATION PROTOCOLS ......... 80

Appendix–C to Bid WORKS/SERVICES TO BE PERFORMED BY

SUBCONTRACTORS ................................................................................................ 81

Appendix–D to Bid METHOD OF PERFORMING THE SERVICES ................... 82

Appendix – E to Bid PROPOSED ORGANISATION .......................................... 83

Appendix – F to Bid INTEGRITY PACT ........................................................... 84

SECTION - 5 ...................................................................................................... 85

FINANCIAL BID (ENVELOPE – II) ......................................................................... 85

FORM OF FINANCIAL BID ..................................................................................... 86

APPENDIX–G TO BID REIMBURSABLE COSTS ........................................... 88

FIN – I SUMMARY OF PROPOSAL PRICE ....................................................... 89

FIN – II SALARY COST ....................................................................................... 91

FIN – III RECURRING COST ............................................................................. 93

FIN – IV ONE TIME COST ................................................................................. 96

SECTION 6 ...................................................................................................... 98

GENERAL CONDITIONS OF CONTRACT ............................................................. 99

CLAUSE 1 AGREEMENT ................................................................................... 99

CLAUSE 2 DEFINITIONS ................................................................................. 100

CLAUSE 3 SERVICES ....................................................................................... 102

CLAUSE 4 OWNER RESPONSIBILITIES ...................................................... 105

CLAUSE 5 COMPENSATION AND PAYMENT ............................................ 106

CLAUSE 6 PROCEDURES, PLANS AND REPORTING ................................ 108

CLAUSE 7 LIMITATIONS ON AUTHORITY ................................................. 112

CLAUSE 8 TERM AND TERMINATION ........................................................ 114

CLAUSE 9 WARRANNTY ................................................................................ 117

CLAUSE 10 INDEMNIFICATION AND LIABILITIES .................................... 118

CLAUSE 11 LIMITATIONS OF LIABILITY ..................................................... 119

CLAUSE 12 CONFIDENTIALITY ...................................................................... 120

CLAUSE 13 TITLE, DOCUMENTS AND DATA .............................................. 121

CLAUSE 14 RESOLUTION OF DISPUTES ....................................................... 122

CLAUSE 15 MISCELLANEOUS PROVISIONS ................................................ 123

PARTICULAR CONDITIONS OF CONTRACT ..................................................... 129

CLAUSE 1 AGREEMENT ........................................................................... 129



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CLAUSE 2 DEFINITION ............................................................................. 129

CLAUSE 3 SERVICES ................................................................................. 130

CLAUSE 5 COMPENSATION AND PAYMENT ....................................... 130

CLAUSE 7 LIMITATION ON AUTHORITY ............................................. 130

CLAUSE 8 TERM AND TERMINATION .................................................. 131

CLAUSE 11 LIMITATIONS OF LIABILITY ............................................... 131

CLAUSE 12 CONFIDENTIALITY ................................................................ 131

CLAUSE 14 RESOLUTION OF DISPUTES ................................................. 131

CLAUSE 15 MISCELLANEOUS PROVISIONS .......................................... 131

STANDARD FORMS ................................................................................................ 135

FORM OF BID SECURITY ..................................................................................... 137

FORM OF CONTRACT AGREEMENT ................................................................. 140

FORM OF PERFORMANCE SECURITY ............................................................... 143

FORM OF BANK GUARANTEE FOR ADVANCE PAYMENT .......................... 146

SPECIFICATIONS 148

SPECIAL PROVISIONS .......................................................................................... 148

TECHNICAL PROVISIONS .................................................................................... 151

DRAWINGS 152

ANNEX-A: LAYOUT PLAN OF PLANT .......................................................... 153

ANNEX-B DETAILS OF RESIDENTIAL COLONY ...................................... 154

ANNEX-C: RESIDENTIAL COLONY TYPE-1 ................................................ 155

ANNEX-D: RESIDENTIAL COLONY TYPE-2 & 3 ......................................... 155



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INVITATION FOR BIDS



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SECTION 1 INVITATION FOR BIDS

Date: ______________

Loan / Credit No. ______________

Bid Reference No.: ______________

1. Energy Department of Government. of the Punjab has received a loan from the

ADB under Renewable Energy Development Sector Investment Program

(REDSIP) towards the cost of setting up four (04) small hydro projects on canal

falls. As per loan covenant, these projects are being implemented by Punjab

Power Management Unit (PPMU) whereas O&M of the project will be carried

out by Punjab Power development Company limited PPDCL- a corporate

entity under the Energy Department. The cost of Operation & Maintenance of

these plant will be paid out of revenue stream accruing through sale of energy

to power purchaser. PPDCL is desirous of the comprehensive proposal for

Operation & Maintenance Services for 2.82 MW Pakpattan Hydropower from

potential bidders.

2. The Owner invites sealed bids from firms licensed by the Pakistan Engineering

Council in the appropriate category for the Services by using single stage two

envelop method under PPRA Rules 2014. A foreign bidder is entitled to bid

only in a joint venture with a Pakistani Contractor in accordance with the

provisions of PEC bye-laws.

3. The Technical Proposal shall include but not limited to following formats;

1. Form of Technical Bid (Letter of Offer)

2. Appendix-B - Instruction to Bidders (TECH-1 to TECH-VI)

3. Appendix-C - Instruction to Bidders (if applicable)

4. Appendix-D - Instruction to Bidders

5. Appendix-A to Bid

6. Appendix-B to Bid

7. Appendix-C to Bid

8. Appendix-D to Bid

9. Appendix-E to Bid

10. Appendix-F to Bid

11. Form of Bid Security

4. The Financial Proposal shall include but not limited to following formats;

1. Form of Financial Bid (Letter of Offer)

2. Summary of Proposal Price (FIN-I)

3. Salary Cost (FIN-II)

4. Recurring Cost (FIN-III)

5. One Time Cost (FIN-IV)



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5. Bidders may obtain further information from, inspect at and acquire the

Bidding Documents from the Office of the Chief Executive officer at 77-Shah

Jamal Colony, Lahore.

6. All bids must be accompanied by a Bid Security in the amount of Rs. 1,500,000

(Rupees fifteen hundred thousand) or an equivalent amount in a freely

convertible currency, and must be delivered to Office of Punjab Power

Development Company (PPDCL), 77-Shah Jamal Colony Lahore at or before

the date and time mentioned below.

7. Bids shall be received up to 11:00 hours on 25-08-2016.

8. Bids will be opened at 11:30 hours on the same day, in the presence of bidders’

representatives who choose to attend at the same address.

Chief Executive Officer,

Punjab Power Development Company Ltd.

77-Shah Jamal Colony, Lahore.



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SECTION 2 PROJECT DESCRIPTION & PREAMBLE TO RFP



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2.1 PROJECT DESCRIPTION

2.1.1 INTRODUCTION

The Pakpattan Hydropower Project (PHPP) is a run-of-river type hydropower

plant with capacity of about 2.82 MW located along Pakpattan canal, in

District Pakpattan, Punjab. The Hydropower plant is being constructed on the

right bank of Pakpattan Canal and is situated at 0.66 km downstream of

Pakpattan Canal Regulator near Ghumariwala (RD 112+350), 12 Km from

Pakpattan City, Punjab Province, Pakistan.

2.1.2 SOURCE OF FUNDING

The funding for the construction of the project had been contributed by Asian

Development Bank (ADB) and Provincial Annual Development Program

(ADP) on 80% and 20% basis respectively. Funding for O&M services will be

met by the Client.

2.1.3 PROJECT IMPLEMENTING AGENCY

Punjab Power Management Unit (PPMU) under the Energy Department,

Government of Punjab has been established to implement the project on EPC

“Engineering, Procurement and Construction” Basis. In compliance, PPMU

invited sealed bids through International Competitive Bidding under ADB

procedures for the design, manufacturing, supply, installation, construction

testing and commissioning of 2.82 MW Pakpattan Hydropower Project.

2.1.4 CONSULTANTS

A JV of four consultancy firms, namely Hydro Power Engineering GMBH &

Co. (HPE), Germany; Technical Resource Services (Pvt) Ltd (TRS).; Electra

Consultants, Pakistan; and Technical Engineering and Management

Consultants (TEAM), Pakistan has carried out the duties of Management

Consultants (M.C) for 2.82 MW Pakpattan Hydropower Project.

2.1.5 CONTRACTOR

Bidding Documents as per ADB Guide Lines were prepared in July 2010.

Invitation for Bids was advertised according to International Competitive

Bidding (ICB) procedure in August, 2010. Technical Evaluation Report

prepared by MC was submitted to ADB. M/s SINOTEC in JV with M/s SHPE

and SKAF emerged as the lowest evaluated bidder and the contract was



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awarded on August 29, 2011 to the JV with the approval of Steering

Committee.

2.1.6 GENERATION LICENSE AND TARIFF

PPDCL has already obtained generation license from NEPRA. Tariff

determination has also been announced by NEPRA vide Case # NEPRA/TRF-

259/PPDCL-20141 dated February 4, 2015.

2.1.7 SALIENT FEATURES OF PAKPATTAN HYDROPOWER PROJECT

Location:

0.66 km downstream of Pakpattan Canal Regulator (RD 112+350), 12 Km from


Hydrology:

Mean Annual Discharge 64 Cumecs

Total Annual Flow 2029 Mill.m3/yr

Diversion Spillway: Spillway Type Gated (Radial Gate)

Basin type Broad Crested

Crest Elevation 166.074m

Crest Length 32.4 m

Maximum Height 2.856 m

Design Discharge 113 Cumecs

Headrace Channel:

Length 608m

Type Earthen

Width 45.7m

Bed Slope 0.000125

Tailrace Channel:

Length 425m

Type Earthen

Width 45.71m

Bed Slope 0.000125

Power Facilities:

Power House Type Low Head Open Surface

Dimensions of Power House 39.940m*22.630m*23m

Design Discharge 80 Cumecs

Gross Head 5m

Net Head 4.20m

Turbine (2 Units) Double Regulated,

Horizontal Shaft,



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Pit Type Kaplan Turbine

Generator (2 Units) Rated Capacity 1.41 MW x 2,

Power Factor 0.8

Transformers (Main) Rated Output 1.76 MVA

Rated Voltage

Primary 6.3 kV

Secondary 11 kV

Net Annual Energy Generation 21.67 Gwh

Transmission Facilities:

Transmission line 11 KV, Interconnection line from Power house to 132 kV, Grid Station

Pakpattan, 15 km length approximately.



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2.2 PREAMBLE

Punjab Power Development Company Limited (the Client) intends to engage an O&M

Contractor for the Operation and Maintenance services of 2.82 MW Pakpattan

Hydropower Project.

The Bidder should have experience of operation and maintenance of hydropower

project and have on its roll highly motivated, qualified and professionally trained

operation and maintenance engineers and other staff (Mechanical, Electrical, Control,

Civil and Electronics, etc.), fully conversant with their respective role and should have

at least five (05) years’ experience of operation and maintenance work of hydropower

stations.

2.2.1 PLANT OPERATION

The O&M Contractor shall operate the plant to achieve optimum generation as per

provisions of Energy Purchase Agreement (EPA). The O&M Contractor shall appoint

professional trained staff fully conversant with operation and maintenance of the

hydropower plant in accordance with the provisions of the EPA.

2.2.2 MAINTENANCE

Preventive maintenance of the plant shall be carried out according to scope of services

included in the RFP to ensure uninterrupted availability of the plant. Checks and

maintenance shall be done in accordance with the recommendation of the

manufacturers as contained in the Operation and Maintenance Manual or in the

absence of any recommendations for a particular item, according to the prudent

practices.

All equipment shall be under Defect Liability Period for one year. In case of any

defects appearing in any equipment during the Defect Liability Period, the EPC

Contractor shall be immediately informed of such defect and requested to rectify it. A

log of such defects and time of rectification shall be kept along with the record of

replacement of any component. The defect liability of replaced/repaired component

extends for a year from the date of replacement/repair.

2.2.3 SPARES

Some spares considered essential have been provided by the Construction Contractor

as part of EPC contract. The O&M Contractor is required to assess the requirements

and procure additional spares, if considered necessary to minimize the failure or

discontinuity of service for any equipment of the plant and maintain an inventory of



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spares with minimum and maximum limit marked for each spare so that any spare

reaches the minimum level an alarm is generated to signal the procurement of that

spare to reach the maximum level. The O&M Contractor shall take necessary steps to

procure the spares of required quality and at competitive prices as far as possible. The

list of spares to be procured by the O&M Contractor shall be approved by the client

and the O&M Contractor will accordingly proceed with the procurement process on

releasing the funds by PPDCL.

The inventory shall also be priced with the availability of documentary evidence to

show various elements of price.

2.2.4 GENERAL SERVICES

The O&M Contractor shall be responsible to provide O&M services and materials, but

not limited to the following:

Postage, telephone, telex, Internet and telefax

Office equipment

Gardening and site, road and fence maintenance

Office and plant cleaning

Hiring of temporary equipment, compressors and cranes

Touch up paint and application

Nontoxic waste disposal

Maintenance of fire-fighting equipment

Maintenance of workshop and laboratory equipment

Computer paper and consumables

Hygiene products

Plant cleaning solvents

Lamps, bulbs and chokes

Non-specialist fixing and fastenings

Consumables, Oil & Lubricants

Control and instrumentation consumables

Bottled gases, lubricants, oils

Protective clothing, personal safety equipment

Maintenance of powerhouse vehicles

Civil inspection services

Miscellaneous technical services required for reliable and efficient operation

of the Complex

First Aid facility within the Complex

2.2.5 CONVERSANCE WITH CLAUSES OF ENERGY PURCHASE AGREEMENT



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The O&M Contractor shall make himself fully conversant with all the clauses of the

Energy Purchase Agreement (EPA) between the PPDCL and the Power Purchaser

(MEPCO) and diligently comply with those clauses to the best advantage to Client,

and to take timely action to save the Client from going into default providing an

opportunity to the Power Purchaser to make unwanted claims.

2.2.6 TRAINING OF CLIENT's STAFF

The O&M Contractor shall assist and draw proposal/plan for training of the Client

staff for the operation and maintenance of the Project. The proposal for training shall

be implemented after the Client's approval. The Client will provide the numbers of

personnel to be trained on job.

2.2.7 DURATION OF CONTRACT

The duration of the Contract for O&M Services shall be two (2) years. Either party

may terminate the Contract with six (6) months advance notice. Within the first month

of notice time, the Client shall provide certain number of staff for training and the

O&M Contractor must train the staff in the remaining five (5) months to ensure certain

degree of competency imparted to Client's staff so that they are able to run the Power

House on their own.

2.2.8 CURRENCY OF PAYMENT

Except as otherwise agreed between the PPDCL and the O&M Contractor, all

payments made under the Contract Agreement shall be in Pak Rupees.

2.2.9 TECHNICAL AUDIT

The Client shall make a technical audit after one year. All equipment and machinery

shall be inspected for efficiency for maximum limits to make sure that the

machinery/equipment is not abused.

2.2.10 GOVERNING PRINCIPLE OF THE COMPLEX

The governing principle of the complex is based on the irrigation releases. This

principle respects the priority of the Irrigation over the Power generation.



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SECTION 3 INSTRUCTIONS TO BIDDERS (ITB) AND

APPENDICES TO ITB



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INSTRUCTIONS TO BIDDERS

A. GENERAL

IB.1 Scope of Bid and Source of Funds

1.1 Scope of Bid

Chief Executive Officer, Punjab Power Development Company (PPDCL)

(hereinafter called “the Owner”) wishes to receive bids for the following scope

of works/services:

“Operation & Maintenance of 2.82 MW Pakpattan Hydropower Plant “

Bidders must quote for the complete scope of works/Services. Any bid

covering partial scope of work/services will be rejected as non-responsive,

pursuant to Clause IB.24.

1.2 Source of Funds

Energy Department, Government of Punjab has received a loan/credit from

Asian Development Bank (ADB) in the various currencies towards the cost for

the construction of four (04) small Hydropower projects on Canal Falls in

Punjab. PPDCL will bear the cost of O&M services out of revenue accruing

from sale of energy to the Power Purchaser as per EPA.

IB.2 Eligible Bidders

2.1 Bidding is open to all firms and persons meeting the following requirements:

a) Duly licensed by the Pakistan Engineering Council (PEC) in the

appropriate category relevant to the value of the Services.

b) From eligible countries listed in Appendix `A’ to Instructions to

Bidders.

IB.3 Eligible Services

3.1 All Services to be supplied under this Contract shall have their origin in

eligible countries listed in Appendix ‘A’ to Instructions to Bidders and all

expenditures made under the Contract will be limited to such Services.

3.2 For purpose of this Clause, “origin” means the place where the Goods are

mined, grown or produced or from where the Services are supplied. Goods are



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produced when, through manufacturing, processing or substantial and major

assembling of components, a commercially recognized product results that is

substantially different in basic characteristics or in purpose or utility from its

components. For purpose of this Clause, “origin” means the place from where

the Services are supplied.

3.3 The origin of Goods and Services is distinct from the nationality of the Bidder.

IB.4 Cost of Bidding

4.1 The Bidder shall bear all costs associated with the preparation and submission

of its respective bid and the Owner will in no case be responsible or liable for

those costs, regardless of the conduct or outcome of the bidding process.

B. BIDDING DOCUMENTS

IB.5 Contents of Bidding Documents

5.1 In addition to Invitations for Bids, the Bidding Documents are those stated

below, and should be read in conjunction with any Addendum issued in

accordance with Clause IB.7.

1. Instructions to Bidders with Appendices to ITB

2. Form of Technical Bid & Appendices to Bid

3. Form of Financial Bid & Appendix to Bid

Appendices to Bid are the following:

(i) Appendix A: Scope of Services

(ii) Appendix B: Notice and Communication Protocols

(iii) Appendix C: Work/Services to be Performed by Subcontractors

(iv) Appendix D: Method of Performing Works/Services

(v) Appendix E: Proposed Organization

(vi) Appendix F: Integrity Pact

(vii) Appendix G: Reimbursable Costs

4. Schedule of Prices- (Form FIN-1 to FIN-4)

5. General Conditions of Contract, Part-I (GCC)

6. Particular Conditions of Contract, Part-II (PCC)

7. Standard Forms

(i) Form of Bid Security

(ii) Form of Contract Agreement

(iii) Form of Performance Security



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(iv) Form of Bank Guarantee for Advance Payment

8. Specifications - Special Provisions

9. Specifications - Technical Provisions

10. Drawings

5.2 The Bidders are expected to examine carefully the contents of all the above

documents. Failure to comply with the requirements of bid submission will be

at the bidders own risk. Pursuant to Clause IB.24, bids which are not

substantially responsive to the requirements of the Bidding Documents will be

rejected.

IB.6 Clarification of Bidding Documents

6.1 A prospective Bidder requiring any clarification(s) in respect of the Bidding

Documents may notify the Owner in writing or by e-mail or fax at the address

given in Data Sheet.

Owner will examine the request for clarification of the Bidding Documents

which it receives not later than twenty eight (28) days prior to the deadline for

the submission of bids and if needed will issue the clarification/amendment of

the Bidding Documents at least fourteen (14) days before the date of

submission of Bids (without identifying the source of enquiry but including its

description) to all prospective Bidders who have purchased the Bidding

Documents.

IB.7 Amendment of Bidding Documents

7.1 At any time prior to the deadline for submission of bids, the Owner may, for

any reason, whether at his own initiative or in response to a clarification

requested by a prospective Bidder, modify the Bidding Documents by issuing

addendum.

7.2 Any addendum thus issued shall be part of the Bidding Documents pursuant to

Sub-Clause 5.1 hereof, and shall be communicated in writing to all purchasers

of the Bidding Documents. Prospective Bidders shall acknowledge receipt of

each addendum in writing to the Owner. The Bidder shall also confirm in the

Form of Bid that the information contained in such addenda have been

considered in preparing his bid.

7.3 To afford prospective Bidders reasonable time in which to take an addendum

into account in preparing their bids, the Owner may at its discretion extend the

deadline for submission of bids in accordance with Clause IB.19.



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C. PREPARATION OF BIDS

IB.8 Language of Bid

8.1 The Bid prepared by the Bidder and all correspondence and documents related

to the Bid, exchanged by the Bidder and the Owner shall be written in the

English language, provided that any printed literature furnished by the Bidder

may be written in any other language so long as accompanied by an English

translation of its pertinent passages in which case, for purposes of interpretation

of the Bid, the English translation shall govern.

IB.9 Documents Comprising the Bid

9.1 The bid prepared by the Bidder shall comprise the following components:

a) Covering Letter

b) Form of Bid duly filled, signed and sealed, in accordance with Clause

IB.17.

c) Appendices (A to G) to Bid duly filled and signed, in accordance with

the instructions contained therein.

d) Schedule of Prices completed in accordance with Clauses IB.11 and

12.

e) Bid Security furnished in accordance with Clause IB.15.

f) Power of Attorney in accordance with Clause IB 13.5.

g) Joint Venture Agreement (if applicable). A foreign Bidder is entitled to

bid only in a joint venture with a Pakistani constructor/O&M

Contractor in accordance with the provisions of relevant PEC bye-

laws.

h) Documentary evidence established in accordance with Clause IB.13

that the Bidder is eligible to bid and is qualified to perform the contract

if its bid is accepted.

i) Documentary evidence established in accordance with Clause IB.14

that the Good and Services to be supplied by the Bidder are eligible

Services and conform to the Bidding Documents.

j) Bidders applying for eligibility for domestic preference in bid

evaluation shall supply all information & evidence to establish the



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claim for domestic preference required to satisfy the criteria for

eligibility as described in Clause IB.27. The particulars for domestic

Goods prescribed in Appendix C to these Instructions shall also be

filled in to substantiate claim for domestic preference.

k) Any other documents prescribed in Particular Conditions of Contract

or Technical Provisions to be submitted with the bid.

IB.10 Form of Bid and Schedules

10.1 The Bidder shall complete, sign and seal the Form of Bid, Appendices (A to G,

or as modified) to Bid and Schedule of Prices furnished in the Bidding

Documents and shall also enclose other information as detailed in Clause IB.9.

10.2 For the purpose of granting a margin of domestic preference; applicable only in

case of supply of Goods/Equipment, if any; pursuant to Clause IB.27, the

Owner will classify the bids, when submitted in one of three groups as follows

subject to change if any, as per policy of the Federal Government as applicable

at the date of bid opening;

(a) Group ‘A’ Bid. (i) For Goods for which labour, raw materials and

components from within Pakistan account for at least 20% of the ex-

factory bid price of the products offered (ii) For Goods for which labour,

raw materials and components from within Pakistan account for over 20%

and up to 30% of the ex-factory bid price of the products offered (iii) For

Goods for which labour, raw materials and components from within

Pakistan account for over 30% of the ex-factory bid price of the products

offered.

(b) Group ‘B’ Bid. For Goods manufactured in Pakistan for which the

domestic value added in the manufacturing cost is less than 20% of the

exfactory bid price; and

(c) Group ‘C’ Bid. For Goods of foreign origin.

In preparing their bids, the Bidders, whether local or foreign, shall enter in the

Schedule of Prices ex-factory price for indigenously manufactured products and

CIF price as well as customs duty and sales tax and other import charges for

products to be imported from outside Pakistan

IB.11 Bid Prices

11.1 The Bidder shall fill up the Schedule of Prices-Cost of Proposal attached to

these documents indicating prices of the Services to be performed under the



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Contract. Prices on the Schedule of Prices shall be entered keeping in view the

instructions contained therein.

11.2 The Bidder shall fill in rates and prices for all items of the Services described in

the Schedule of Prices. Items against which no rate or price is entered by a

Bidder will not be paid for by the Owner when executed and shall be deemed

covered by rates and prices for other items in the Schedule of Prices.

11.3 The Bidder’s separation of price components in accordance with Sub-Clause

11.1 above, will be solely for the purpose of facilitating the comparison of bids

by the Owner and will not in any way limit its right to contract on any of the

terms offered.

11.4 Unless otherwise stipulated in the Conditions of Contract, prices quoted by the

Bidder shall remain fixed during the Bidder’s performance of the Contract and

not subject to variation on any account. When the Bidders are required to quote

only fixed price(s) a bid submitted with an adjustable price quotation will be

treated as non-responsive and rejected, pursuant to Clause IB.24.

11.5 Any discount offered shall be valid for at least the period of validity of the bid.

A discount valid for lesser period shall be considered null and void.

IB.12 Currencies of Bid and Payment

12.1 Prices shall be quoted in the following currencies:

(a) For Goods and Services which the Bidder will supply from within

Pakistan, the prices shall be quoted in the Pak. Rupees.

(b) For Goods and Services which the bidder will supply from outside

Pakistan, the prices shall be quoted either in U.S. Dollars or in any other

freely convertible currency.

12.2 Further, a Bidder expecting to incur a portion of its expenditure in the

performance of the Contract in more than one currency (but use no more than 3

foreign currencies), and wishing to be paid accordingly, shall so indicate in its

bid.

12.3 The currencies of payment shall be as stated in Particular Conditions of

Contract. However, provisions in Sub-Clauses 12.1 & 12.2 above, shall not in

any way constitute a contractual or legal binding on the Owner for the payment

in the currencies required by the Contractor.



17

IB.13 Documents Establishing Bidder’s Eligibility and Qualifications

13.1 Pursuant to Clause IB.9, the Bidder shall furnish, as part of its bid, documents

establishing the Bidder’s eligibility to bid and its qualifications perform the

Contract.

13.2 The documentary evidence of the Bidder’s eligibility to bid shall establish to

the Owner’s satisfaction that the Bidder, at the time of submission of its bid, is

from an eligible source country as defined under Clause IB.2.

13.3 The documentary evidence of the Bidder’s qualification to perform the

Contract shall establish to the Owner’s satisfaction:

(a) that, in the case of a Bidder offering to supply Goods under the Contract

which the Bidder did not manufacture or otherwise produce, the Bidder

has been duly authorized by the Goods manufacturer or producer to

supply the Goods to Pakistan;

(b) that the Bidder/Manufacturer has the financial, technical and production

capability necessary to perform the Contract; and

(c) that, in the case of a Bidder not doing business within Pakistan the

Bidder is or will be (if successful) represented by an agent in Pakistan

equipped and able to carry out the Supplier’s maintenance, repair and

spare parts stocking obligations prescribed by the Conditions of

Contract and/or Technical Provisions.

13.4 (a) Bidder/Manufacturer must possess and provide evidence of the following

experience.

O & M of Hydropower plants executed/being executed out of which at

least one (1) shall be of the same capacity or higher than 2.82 MW

Pakpattan HPP with O&M services provided for one (1) year or more.

The Bidder shall certify the capacity and capability for performing the

Operation and Maintenance Works/Services, qualified man-power and

production/delivery of quality materials according to bid specifications and

delivery requirements. Besides, such manufacturer should have produced same

items, Spare Parts etc for at least ten (10) years and such Goods shall have

proven successful in the field for at least five (05) years and the Bidder shall

submit with the bid all necessary documentation in this regard. The Owner will

have the right to verify the particulars regarding the plant and other related

information furnished with the bid and the joint venture as well as the partners

thereof shall be liable for disqualification in the event of any mis-

statement/mis-representation on their part.



18

The Bidder shall furnish documentary evidence of qualification on the Form

“Evidence of Bidder’s Capability” (Appendix B to these Instructions)

(b) The Bidder should have an average annual turnover in the last five (5) years

equal to or more than the Total Bid Price. Alternately, the Bidder should

have successfully completed in the last five years (5) any specific project

having value equal to or higher than the total Bid Price.

13.5 Joint Venture

In order for a Joint Venture to qualify:

(a) At least one of the partners of joint venture shall satisfy the relevant

experience criteria specified in Sub-Clause 13.4(a) hereinabove.

(b) All firms comprising the joint venture shall be legally constituted and

shall meet the eligibility requirement of Sub-Clause 2.1 hereof.

(c) All partners of the joint venture shall at all times and under all

circumstances be liable jointly and severally to Owner for the execution

of the entire Contract in accordance with the Contract terms and

conditions and a statement to this effect shall be included in the

authorization mentioned under para (f) below as well as in the Form of

Bid and Form of Contract Agreement (in case of a successful bidder).

(d) The Form of Bid, and in the case of successful bidder, the Form of

Contract Agreement, shall be signed so as to be legally binding on all

partners.

(e) One of the joint venture partners shall be nominated as being in-charge

and this authorization shall be evidenced by submitting a power of

attorney signed by legally authorized signatories of all the joint venture

partners.

(f) The partner-in-charge shall be authorized to incur liabilities, receive

payments and receive instructions for and on behalf of any or all

partners of the joint venture.

(g) A copy of the agreement entered into by the joint venture partners shall

be submitted with the bid stating the conditions under which it will

function, its period of duration, the persons authorized to represent and

obligate it and which persons will be directly responsible for due

performance of the Contract and can give valid receipts on behalf of the

joint venture, the proportionate participation of the several firms

forming the joint venture, and any other information necessary to permit



19

a full appraisal of its functioning. No amendments / modifications

whatsoever in the joint venture agreement shall be agreed to between the

joint venture partners without prior written consent of the Owner.

13.6 The Bidder shall propose, in order of his priority; plant, equipment or goods of

not more than three Manufacturers. Owner at his own jurisdiction will evaluate

the plant, equipment or goods of only one of such Manufacturers.

IB.14 Documents Establishing Goods’ Eligibility and Conformity to Bidding

Documents

14.1 Pursuant to Clause IB.9, the Bidder shall furnish, as part of its bid, documents

establishing the eligibility and conformity to the Bidding Documents of all

Goods and Services which the Bidder proposes to perform under the Contract.

14.2 The documentary evidence of the Goods and Services eligibility shall establish

to the Owner’s satisfaction that they will have their origin in an eligible source

country as defined under Clause IB.3. A certificate of origin issued at the time

of shipment will satisfy the requirements of the said Clause.

14.3 The documentary evidence of the Goods and Services’ conformity to the

Bidding Documents may be in the form of literature, drawings and data and

shall furnish:

(a) A detailed description of the Goods, essential technical and performance

characteristics.

(b) Complete set of technical information, description data, literature and

drawings as required in accordance with Appendix A to Bid, Scope of

Services. This will include but not to be limited to the following:

(i) A sufficient number of drawings, photographs, catalogues,

illustrations and such other information as is necessary to

illustrate clearly the significant characteristics such as general

construction dimensions and other relevant information about

the Goods to be furnished.

(ii) Details of equipment and machinery with capacity.

(iii) Any other information which is required for evaluation

purposes.

(c) A clause-by-clause commentary on Technical Provisions, provided with

the Bidding Documents, demonstrating the Goods’ and Services’

substantial responsiveness to those Specifications or a statement of

deviations and exceptions to the provisions of the Technical Provisions.



20

14.4 For purpose of the commentary to be furnished pursuant to Sub-Clause 14.3c

above, the Bidder shall note that standards for workmanship, material and

equipment, and references to brand names or catalogue numbers, designated by

the Owner in the Technical Provisions are intended to be descriptive only and

not restrictive. The Bidder may substitute alternative standards, brand names

and/or catalogue numbers in its bid, provided that it demonstrates to the

Owner’s satisfaction that the substitutions are substantially equivalent or

superior to those designated in the Technical Provisions. Copies of the

standards proposed by the Bidder other than those specified in the Bidding

Documents shall be furnished.

IB.15 Bid Security

15.1 Each Bidder shall furnish, as part of his bid, a Bid Security in the amount as

indicated in the Data Sheet.

15.2 The Bid Security shall be, at the option of the Bidder, in the form of Deposit at

Call or a Bank Guarantee issued by a Scheduled Bank in Pakistan or from a

foreign bank duly counter-guaranteed by a Scheduled Bank in Pakistan or an

insurance company having at least AA rating from PACRA/JCR in favour of

the Owner valid for a period twenty eight (28) days beyond the bid validity

date.

15.3 The Bid Security is required to protect the Owner against the risk of Bidder’s

conduct which would warrant the security’s forfeiture, pursuant to Sub-Clause

15.7 hereof.

15.4 Any bid not accompanied by an acceptable Bid Security shall be rejected by the

Owner as non-responsive, pursuant to Clause IB.24.

15.5 The bid securities of unsuccessful Bidders will be returned upon award of

contract to the successful Bidder or on the expiry of validity of Bid Security

whichever is earlier.

15.6 The Bid Security of the successful Bidder will be returned when the Bidder has

furnished the required Performance Security, pursuant to Clause IB.34 and

signed the Contract Agreement, pursuant to Clause IB.35.

15.7 The Bid Security may be forfeited:

(a) if a Bidder withdraws his bid during the period of bid validity; or

(b) if a Bidder does not accept the correction of his Bid Price, pursuant to

Sub-Clause 26.7 hereof; or

(c) in the case of a successful Bidder, if he fails to:



21

i. furnish the required Performance Security in accordance with

Clause IB.34, or

ii. sign the Contract Agreement, in accordance with Clause IB.35.

IB.16 Validity of Bids

16.1 Bids shall remain valid for 120 days after the date of bid opening as prescribed

in Clause IB.19.

16.2 In exceptional circumstances prior to expiry of original bid validity period, the

Owner may request the Bidders to extend the period of validity for a specified

additional period which shall in no case be more than the original bid validity

period. The request and the responses thereto shall be made in writing. A

Bidder may refuse the request without forfeiture of his Bid Security. A Bidder

agreeing to the request will be required to extend the validity of his Bid

Security for the period of the extension, and in compliance with Clause IB.15 in

all respects in which case, the Owner will be obligated to compensate the

Bidders, upon substantiation for their increase in costs (if it is a fixed price bid).

IB.17 Format and Signing of Bid

17.1 The Proposal shall comprise of two envelopes. Envelope-I of the Proposal shall

contain the Capability and Technical aspects of the Bidder. Envelope-II of the

Proposal shall contain Bidder’s Proposal Price for a period as indicated in the

Data Sheet.

17.2 Bidders are particularly directed that the amount entered on the Form of Bid

shall be for performing the Contract strictly in accordance with the Bidding

Documents.

17.3 All Appendices to Bid are to be properly completed and signed.

17.4 No alteration is to be made in the Form of Bid nor in the Appendices thereto

except in filling up the blanks as directed. If any alteration be made or if these

instructions be not fully complied with, the bid may be rejected.

17.5 Each Bidder shall prepare one (1) Original and three (03) Copies, of the

documents comprising the bid as described in Clause IB.9 and clearly mark

them “ORIGINAL” and ‘COPY” as appropriate. In the event of discrepancy

between them, the original shall prevail.



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17.6 The original and all copies of the bid shall be typed or written in indelible ink

and shall be signed by a person or persons duly authorized to sign (in the case

of copies, Photostats are also acceptable). This shall be indicated by submitting

a written Power of Attorney authorizing the signatory of the Bidder to act for

and on behalf of the Bidder. All pages of the bid shall be initialed and stamped

by the person or persons signing the bid.

17.7 The bid shall contain no alterations, omissions or additions, except to comply

with instructions issued by the Owner, or as are necessary to correct errors

made by the Bidder, in which case such corrections shall be initialed by the

person or persons signing the bid.

17.8 Bidders shall indicate in the space provided in the Form of Bid their full and

proper addresses at which notices may be legally served on them and to which

all correspondence in connection with their bids and the Contract is to be sent.

17.9 Bidders should retain a copy of the Bidding Documents as their file copy.

D. SUBMISSION OF BIDS

IB.18 Sealing and Marking of Bids

18.1 Each bidder shall submit his bid as under:

(a) ORIGINAL and each COPY of the Bid shall be separately sealed and

put in separate envelopes and marked as such. The envelope marked as

ORIGINAL will contain Original Copies of Technical and financial

proposal each sealed in separate envelopes. Whereas the envelopes

marked as ‘copy’ will contain only copy of Technical proposal.

(b) The envelopes containing the ORIGINAL and COPIES will be put in

one sealed envelope and addressed / identified as given in Sub- Clause

18.2 hereto.

18.2 The inner and outer envelopes shall;

(a) be addressed to the Owner at the address given in Sub-Clause 6.1

heretofore.

(b) bear the Project name, Bid No. and Date of opening of Bid.

(c) provide a warning not to open before the time and date for bid opening.

18.3 The Bid shall be delivered in person or sent by registered mail at the address to

Owner as given in Sub-Clause 6.1 heretofore.



23

18.4 In addition to the identification required in Sub-Clause 18.2 hereof, the inner

envelope shall also indicate the name and address of the Bidder to enable the

bid to be returned unopened in case it is declared “late” pursuant to Clause

IB.20.

18.5 If the outer envelope is not sealed and marked as above, the Owner will assume

no responsibility for the misplacement or premature opening of the bid.

IB.19 Deadline for Submission of Bids

19.1 (a) Bids must be received by the Owner at the address specified in Sub-Clause

6.1 hereof not later than the time and date stipulated in the Invitation for

Bids.

(b) Bids with charges payable will not be accepted, nor will arrangements be

undertaken to collect the bids from any delivery point other than that

specified above. Bidders shall bear all expenses incurred in the preparation

and delivery of bids. No claims for refund of each expenses will be

entertained.

© Where delivery of a bid is by mail and the Bidder wishes to receive an

acknowledgment of receipt of such bid, he shall make a request for such

acknowledgment in a separate letter attached to but not included in the

sealed bid package.

(d) Upon request, acknowledgment of receipt of bids will be provided to those

making delivery in person or by messenger.

19.2 Bids submitted through telegraph, telex, fax or e-mail shall not be considered.

19.3 The Owner may, at his discretion, extend the deadline for submission of bids by

issuing an addendum in accordance with Clause IB.7, in which case all rights

and obligations of the Owner and the Bidders previously subject to the original

deadline will thereafter be subject to the deadline as extended.

IB.20 Late Bids

20.1 Any bid received by the Owner after the deadline for submission of bids

prescribed in Clause IB.19 will be returned unopened to such Bidders. Delays

in the mail, delays of person in transit, or delivery of a bid to the wrong office

shall not be accepted as an excuse for failure to deliver a bid at the proper place

and time. It shall be the Bidder’s responsibility to determine the manner in

which timely delivery of his bid will be accomplished either in person, by

messenger or by mail.



24

IB.21 Modification, Substitution and Withdrawal of Bids

21.1 Any Bidder may modify, substitute or withdraw his bid after bid submission

provided that modification, substitution or written notice of the withdrawal is

received by the Owner prior to the deadline for submission of bids.

21.2 The modification, substitution or notice for withdrawal of any bid shall be

prepared, sealed, marked and delivered in accordance with the provisions of

Clause IB.18 with the outer and inner envelopes additionally marked

“MODIFICATION”, “SUBSTITUTION” or “WITHDRAWAL”, as

appropriate.

21.3 Withdrawal of a bid during the interval between the deadline for submission of

bids and the expiration of the period of bid validity specified in the Form of Bid

may result in forfeiture of the Bid Security pursuant to Clause IB.15.

E. BID OPENING AND EVALUATION

IB.22 Bid Opening

22.1 A committee consisting of nominated members by the Owner will open the

envelope marked technical bids, including withdrawals, substitution and

modifications made pursuant to Clause IB.21, in the presence of Bidders’

representatives who choose to attend, at the time, date and location stipulated in

the Invitation for Bids. The presence or absence of Bid Security, and such other

details as the Owner at its discretion may consider appropriate, will be

announced by the Owner at the time of technical bid opening

The Bidders’ representatives who are present shall sign in a register evidencing

their attendance.

22.2 Envelopes marked “MODIFICATION”, “SUBSTITUTION” or

“WITHDRAWAL” shall be opened and read out first and the name of the

Bidder shall be read out. Bids for which an acceptable notice of withdrawal has

been submitted pursuant to Clause IB.21 shall not be opened.

22.3 After the technical evaluation is completed, the Owner shall inform he Bidder

who have submitted Proposals, the technical scores obtained by their Technical

Proposals, and shall notify those Bidders whose Proposal did not meet the

minimum qualifying marks or were considered non responsive to the RFP and

TOR, that their Financial Proposal will be returned unopened after completing

the selection processes. The Owner shall simultaneously notify in writing

Bidders that have scored the minimum qualifying mark, the date, time and



25

location for opening the Financial Proposals. The opening date should allow

Bidders sufficient time to make arrangements for attending the opening. Bidder

attendance at the opening of Financial Proposal is optional.

22.4 Financial Proposal shall be opened publicly in presence of the Bidders

Representative who choose to attend. The name of Bidders, and the technical

scores of the Bidders shall be read aloud. The Financial Proposal of the Bidders

who meet the minimum qualifying marks will then be inspected to confirm that

they have remained sealed and unopened. These Financial Proposal shall be then

opened, and the total prices read aloud and recorded.

22.5 The Bidder’s name, Bid Prices, unit rates, any discount and price of any

Alternate Proposal(s), bid modifications, substitutions and withdrawals,. The

Owner will record minutes of bid opening. Any Bid Price or discount which is

not read out and recorded at bid opening will not be taken into account in the

evaluation of bid.

22.6 Discounts offered for lesser period than the bid validity shall not be considered

in evaluation.

IB.23 Clarification of Bids

23.1 To assist in the examination, evaluation and comparison of Bids the Owner

may, at his discretion, ask the Bidder for a clarification of his Bid. The request

for clarification and the response shall be in writing and no change in the price

or substance of the Bid shall be sought, offered or permitted.

IB.24 Preliminary Examination & Determination of Responsiveness of Bids

24.1 Prior to the detailed evaluation of bids, pursuant to Clause IB.26:

(a) the Owner will examine the Bids to determine whether;

i. the Bid is complete and does not deviate from the scope,

ii. required sureties have been furnished,

iii. the documents have been properly signed,

iv. the Bid is valid till required period,

v. the Bidder/Manufacturer is eligible to Bid and possesses the requisite

experience,

vi. the Bid does not deviate from basic technical requirements, and

vii. the Bids are generally in order.

(b) A bid is likely not to be considered, if;

i. it is unsigned,

ii. its validity is less than specified,



26

iii. it is submitted for incomplete scope of work,

iv. it indicates that Works/Services and materials to be supplied do not

meet eligibility requirements,

v. it indicates that Bid prices do not include all applicable taxes.

(c) A bid will not be considered, if;

i. it is not accompanied with bid security,

ii. it is submitted by a Bidder who has participated in more than one bid,

iii. it is received after the deadline for submission of bids,

iv. it is submitted through fax, telex, telegram or email,

v. the Bidder refuses to accept arithmetic correction,

vi. it is materially and substantially different from the Conditions/

Specifications of the Bidding Documents.

24.2 Prior to the detailed evaluation of bids, the Owner will examine the Bids to

determine whether each Proposal is “substantially responsive” to the

requirements of this RFP based on a review of information provided in the

Bidder’s Technical Proposal in accordance with the determination of

Responsiveness as contained in Appendix –D to Instruction to Bidders.

A substantially responsive Proposal or a Responsive Proposal is one which

conforms to all the terms, conditions, and specifications of this RFP without

“material deviation or reservation”.

A material deviation or reservation is one:

i. which affects in any substantial way the scope, quality or performance

of the Works/Services.

ii. which limits in any substantial way, inconsistent with the Bidding

Documents, the Owner’s rights or the Bidder’s obligations under the

Contract; or

iii. the rectification or acceptance of which deviation or reservation would

affect unfairly the competitive position of other Bidders presenting

“substantially responsive” Proposals

24.3 A Bid determined as substantially non-responsive will be rejected and will not

subsequently be made responsive by the Bidder by correction of the non-

conformity.

24.4 Any minor informality or non-conformity or irregularity in a Bid which does

not constitute a material deviation may be waived by Owner, provided such

waiver does not prejudice or affect the relative ranking of any Bidder.



27

IB.25 Conversion to Single Currency/Correction of Errors

25.1 To facilitate evaluation and comparison, the Owner will convert, all Bid Prices

expressed in the amount in various currencies in which Bid Price is payable, to

Pak. Rupees at the Telegraphic Transfer and Over Draft (TT&OD) composite

(selling) exchange rates published/authorized by State Bank of Pakistan and

applicable to similar transactions, on the date of the opening of Bids.

IB.26 Detailed Evaluation of Bids

26.1 The Owner will evaluate and compare only the bids previously determined to

be substantially responsive pursuant to Clause IB.24 as per requirements given

hereunder.

26.2 Detail evaluation of Envelope-I of Responsive proposals shall be carried out to

verify the eligibility, financial soundness, qualification, technical expertise

based on past relevant experience, proposed key personnel experience,

approach and methodology, management capability and other information

submitted in forms TECH-I to VI. The technical Proposal (Envelope- I) shall

carry eighty (80) percent weightage in determining the ranking of Proposals.

Detail evaluation criteria is given in the Data Sheet.

26.3 The evaluation committee shall evaluate the Technical Proposal on the basis of

their responsiveness to the Terms of Reference, applying the evaluation criteria,

sub-criteria and point system given in the Data Sheet. Each responsive Proposal

will be given technical score (St). A proposal shall be rejected at this stage if it

does not respond important aspects of the RFP, and particularly the Term of

Reference or it fails to achieve the minimum technical score indicated in the

Data Sheet.

26.4 After the technical evaluation is completed, the Owner shall inform the Bidder

who have submitted Proposals the technical scores obtained by their Technical

Proposals, and shall notify those Bidders whose Proposal did not meet the

minimum qualifying marks or were considered non responsive to the RFP and

TOR, that their Financial Proposal will be returned unopened after completing

the selection processes. The Owner shall simultaneously notify in writing

Bidders that have scored the minimum qualifying mark, the date, time and

location for opening the Financial Proposals. The opening date should allow

Bidders sufficient time to make arrangements for attending the opening. Bidder

attendance at the opening of Financial Proposal is optional.



28

26.5 Envelope-II of the technical qualified Bidders shall be opened in the presence

of their authorized representatives, who may choose to attend. The Proposal

Price in (Envelope-II) shall have twenty (20) percent weightage for determining

the ranking of Proposals.

26.6 Financial Proposal shall be opened publicly in presence of the Bidders

Representative who choose to attend. The name of Bidders, and the technical

scores of the Bidders shall be read aloud. The Financial Proposal of the Bidders

who meet the minimum qualifying marks will then be inspected to confirm that

they have remained sealed and unopened. These Financial Proposal shall be

then opened, and the total prices read aloud and recorded.

26.7 Any computational errors will be corrected by the Owner and shall be accepted

by the Bidder. When correcting computational errors, in case of discrepancy

between the partial amount and the total amount, or between words and figures

the formers will prevail. In addition to above correction, items described in the

Technical Proposal but not priced, shall be assumed to be included in the prices

of other activities or items. In case an activity or line item is quantified in the

Financial Proposal differently shall be corrected so as to make it consistent with

that indicated in the Technical Proposal, apply the relevant unit price included

in Financial Proposal to corrected quantity and correct the total Proposal cost.

Prices shall be converted to single currency using the selling rates of exchange,

source and date indicated in the Data Sheet.

26.8 Commercial Evaluation

It will be examined in detail whether the bids comply with the

commercial/contractual conditions of the Bidding Documents. It is expected

that no major deviation/stipulation shall be taken by the Bidders.

26.9 Evaluated Bid Price

In evaluating the bids, the Owner will determine for each bid in addition to the

Bid Price, the following factors (adjustments) in the manner and to the extent

indicated below to determine the Evaluated Bid Price:

i. making any correction for errors pursuant to Sub-Clause 26.7

hereof.

ii. excluding Provisional Sums, if any, but including priced Daywork.

iii. making an appropriate adjustment for any other acceptable variation

or deviation.

Pursuant to Sub-Clause 26.8, the following evaluation methods for price

adjustments will be followed:



29

(a) Price Adjustment for Completeness in Scope of Works/Services

(b) Price Adjustment for Technical Compliance

(c) Price Adjustment for Commercial Compliance

(d) Price Adjustment for Deviations in Terms of Payment

(e) Price Adjustment for Completion Schedule

(i) Price Adjustment for Completeness in Scope of Works/Services

In case of omission in the scope of work/Services of a quoted item

no price adjustment for the omitted item(s) shall be applied provided

that the Bidder has mentioned in his bid that the same is covered in

any other item.

The price adjustment shall not justify any additional payment by the

Owner. The price(s) of omitted item(s) shall be deemed covered by

other prices of the Schedule of Prices.

(ii) Price Adjustment for Technical Compliance

The cost of making good any deficiency resulting from technical

noncompliance will be added to the Corrected Total Bid Price for

comparison purposes only. The adjustments will be applied taking

the highest price quoted by other Bidders being evaluated in detail

in their original Bids for corresponding item. In case of non-

availability of price from other Bidders, the price will be estimated

by the Owner.

(iii) Price Adjustment for Commercial Compliance The cost of making

good any deficiency resulting from any quantifiable variations and

deviations from the Bid Schedules and Conditions of Contract, as

determined by the Owner will be added to the Corrected Total Bid

Price for comparison purpose only. Adjustment for commercial

compliance will be based on Corrected Total Bid Prices.

(iv) Price Adjustment for Deviation in Terms of Payment If a bid

deviates from the terms of payment/payment conditions as specified

in the Conditions of Contract and if such deviation is considered

acceptable to the Owner, mark-up earned for any earlier payments

involved in the terms outlined in the Bid as compared to those

stipulated in the Conditions of Contract shall be calculated at the

following mark-up rates:

- for foreign currency component: 2% per annum

- for local currency component: 6% per annum

and shall be added to the Corrected Total Bid Price for comparison

purposes only.

26.10 If the bid of the successful Bidder is seriously unbalanced in relation to the



30

Owner’s estimate of the cost of work to be performed under the Contract, the

Owner may require the Bidder to produce detailed price analyses for any or all

items of the Schedule of Prices to demonstrate the internal consistency of those

prices with the construction methods and schedule proposed. After evaluation

of the price analyses, the Owner may require that the amount of the

Performance Security set forth in Clause IB.34 be increased at the expense of

the successful Bidder to a level sufficient to protect the Owner against financial

loss in the event of default of the successful Bidder under the Contract.

26.11 The lowest evaluated Financial Proposal (Fm) will be given the maximum

financial score (Sf) of 100 points. The financial scores (Sf) of other Financial

Proposals will be computed as indicated in the Data Sheet. Proposal shall be

ranked according to their combined technical (St) and financial (Sf) scores

using the weights (T=weight given to the Technical Proposal; P= the weight

given to the Financial Proposal; T+P=1) indicated in the Data Sheet: S=St x

T% +Sf x P%. The firm achieving the highest combined technical and financial

score will be invited for negotiations.

IB.27. Domestic Preference

27.1 In the comparison of evaluated Bids, the Goods manufactured in Pakistan, will

be granted a margin of preference in accordance with the following procedures,

provided the Bidder shall have established to the satisfaction of Owner that the

manufacturing cost of such Goods includes a domestic value addition equal to

at least 20% of the ex-factory Bid price of such Goods. Bidders applying for

domestic preference shall fill in Appendix C to these Instructions to

substantiate their claim.

27.2 The Owner will first review the Bids to determine, the Bid group classification

in accordance with Sub-Clause 10.2 hereof.

27.3 The comparison shall be Ex-factory price of the Goods to be offered from

within Pakistan (such prices to include all costs as well as custom duties and

taxes paid or payable on raw materials and components incorporated or to be

incorporated in the Goods) and the DDP (CIF + Customs duty, sales tax and

other import charges) Pakistan seaport price of the Goods to be offered from

outside Pakistan.

27.4 The lowest evaluated bid of each Group shall first be determined by comparing

all evaluated bids in each Group among themselves taking into account: (a) In

the case of Goods manufactured in Pakistan, sales tax, local body charges and

other similar taxes which will be payable on the furnished Goods in Pakistan.



31

(b) In the case of Goods of foreign origin offered from abroad, customs duties,

sales tax and other import charges which will be payable on furnished Goods in

Pakistan. (c) In the case of Goods of foreign origin already located in Pakistan.

Customs duty, sales tax and import charges on CIF price as applicable or Sub

Clause 27.4(b) here above.

27.5 The price preference to Group A bids will be:

i. 15% of the ex-factory bid price, if the value addition through

indigenous manufacturing is at least 20%;

ii. 20% of the ex-factory bid price, if the value addition through

indigenous manufacturing is over 20% and up to 30%; and

iii. (25% of the ex-factory bid price, if the value addition through

indigenous manufacturing is over 30%.

27.6 The applicable price preference i.e., as per Sub-Clause 27.5 herein above will

be applied to Group A Bid by reducing the ex-factory bid price.

27.7 The computation for the purpose of domestic preference under sub-clause 10.2

and clause 27, and award of contract shall be subject to change as per policy of

the Federal Government as applicable on the date of bid opening.

IB.28 Process to be Confidential

28. 1 Subject to Clause 23 heretofore, no Bidder shall contact Owner on any matter

relating to his Bid from the time of the Bid opening to the time the bid

evaluation result is announced by the Owner. The evaluation result shall be

announced at least ten (10) days prior to award of Contract. The announcement

to all Bidders will include table(s) comprising read out prices, discounted

prices, price adjustments made, final evaluated prices and recommendations

against all the bids evaluated

28.2 Any effort by a Bidder to influence Owner in the Bid evaluation, Bid

comparison or Contract Award decisions may result in the rejection of his Bid.

Whereas any Bidder feeling aggrieved may lodge a written complaint not later

than ten (10) days after the announcement of the bid evaluation result; however,

mere fact of lodging a complaint shall not warrant suspension of the

procurement process.

F. AWARD OF CONTRACT

IB.29. Post-Qualification

29.1 The Owner, at any stage of the bid evaluation, having credible reasons for or

prima facie evidence of any defect in supplier’s or contractor’s capacities, may



32

require the contractors to provide information concerning their professional,

technical, financial, legal or managerial competence whether already pre-

qualified or not:

Provided that such qualification shall only be laid down after recording reasons

therefore in writing. They shall form part of the records of that bid evaluation

report.

29.2 The determination will take into account the Bidder’s financial, technical and

production capabilities. It will be based upon an examination of the

documentary evidence of the Bidder’s qualification submitted under Appendix

B to Instructions to Bidder’s “Evidence of Bidder’s Capability” by the Bidder

pursuant to Clause IB.13, as well as such other information as required under

the Bidding Documents.

29.3 An affirmative determination will be a pre-requisite for award of the Contract

to the lowest evaluated Bidder. A negative determination will result in rejection

of that Bidder’s bid in which event, Owner will proceed to undertake a similar

determination of the next ranked Bidder’s capabilities to perform the Contract

satisfactorily.

29.4 Owner shall invite the first-ranked Bidder for finalizing the Contract

Agreement through clarification meeting(s). Arriving on the agreement, the

first-ranked Bidder shall submit Performance Guarantee on the prescribed

format to Owner and in line with IB.34 and Clause 15.15 Particular Condition

of Contract of this RFP. Then, the Contract Agreement shall be signed,

bilaterally.

29.5 If any of above proceedings cannot be finalized with the first-ranked Bidder,

the Owner shall invite the second ranked Bidders for same till finalization of

the Contract Agreement.

IB.30 Award Criteria

30.1 Subject to Clause IB.32, the Owner will award the Contract to the Bidder

whose bid has been determined to be substantially responsive to the Bidding

Documents and who has been determined the highest ranked bidder in

combined evaluation of technical and financial score, provided that such Bidder

has been determined to be qualified to satisfactorily perform the Contract in

accordance with the provisions of Clause IB.29.



33

IB.31 Owner’s Right to Vary Quantities

31.1 Owner reserves the right at the time of award of Contract to increase or

decrease by up to 15% the quantity of Goods and Services specified in the

Schedule of Prices without any change in the unit price or other terms and

conditions.

IB.32 Owner’s Right to accept any Bid and to reject any or all Bids

32.1 Notwithstanding Clause IB.30, the Owner reserves the right to accept or reject

any bid, and to annul the bidding process and reject all bids, at any time prior to

award of Contract, without thereby incurring any liability to the affected

Bidders or any obligation to inform the affected Bidders of the grounds for the

Owner’s action except that the grounds for its rejection shall upon request be

communicated, to any Bidder who submitted a bid, without justification of

grounds. Rejection of all bids shall be notified to all Bidders promptly.

32.2 No negotiations with the Bidder having been evaluated as highest ranked

responsive Bidder or any other Bidder shall be permitted. However, the Owner

may have clarification meeting(s) to get clarify any item(s) in the bid

evaluation report or to finalize the Contract.

IB.33 Notification of Award

33.1 Prior to expiration of the period of bid validity prescribed by the Owner, the

Owner will notify the successful Bidder in writing (“Letter of Acceptance”)

that his bid has been accepted. This letter shall name the sum which the Owner

will pay the Contractor in consideration of the execution and completion of the

Works/Services by the Contractor as prescribed by the Contract (hereinafter

and in the Conditions of Contract called the “Contract Price”).

33.2 The Letter of Acceptance and its acceptance by the Bidder will constitute the

formation of the Contract, binding the Owner and the Bidder till signing of the

formal Contract Agreement.

33.3 Upon furnishing by the successful Bidder of a Performance Security, the

Owner will promptly notify the other Bidders that their bids have been

unsuccessful and return their bid securities.

IB.34 Performance Security

34.1 The successful Bidder shall furnish to the Owner a Performance Security in the

form and the amount stipulated in the Conditions of Contract within a period of

twenty eight (28) days after the receipt of Letter of Acceptance.



34

34.2 Failure of the successful Bidder to comply with the requirements of Sub-Clause

IB.34.1 or Clause IB.35 or Clause IB.44 shall constitute sufficient grounds for

the annulment of the award and forfeiture of the Bid Security.

IB.35 Signing of Contract Agreement

35.1 Within fourteen (14) days from the date of furnishing of acceptable

Performance Security under the Conditions of Contract, the Owner will send to

the successful Bidder the Form of Contract Agreement provided in the Bidding

Documents, duly filled in and incorporating all agreements between the parties

for signing and returning it to the Owner.

35.2 The formal Agreement between the Owner and the successful Bidder shall be

executed within fourteen (14) days of the receipt of such Form of Contract

Agreement by the successful Bidder from the Owner.

G. ADDITIONAL INSTRUCTIONS

IB.36 Instructions not Part of Contract

36.1 Bids shall be prepared and submitted in accordance with these Instructions

which are provided to assist Bidders in preparing their bids, and do not

constitute part of the Bid or the Contract Documents.

IB.37 Contract Documents

37.1 The Documents which will be included in the Contract are listed in the Form of

Contract Agreement set out in these Bidding Documents.

IB.38 Sufficiency of Bid

38.1 Each Bidder shall satisfy himself before Bidding as to the correctness and

sufficiency of his Bid and of the rates and prices entered in the Schedule of

Prices. Except insofar as it is otherwise expressly provided in the Contract, the

rates and prices entered in the Schedule of Prices shall cover all his obligations

under the Contract and all matters and things necessary for the proper

completion of the Services.

IB.39 One Bid per Bidder

39.1 Each Bidder shall submit only one bid either by himself, or as a partner in a

joint venture. A Bidder who submits or participates in more than one bid (other



35

than alternatives pursuant to Clause IB.41) will be disqualified and bids

submitted by him shall not be considered for evaluation and award.

IB.40 Bidder to Inform Himself

40.1 The Bidder is advised to obtain for himself at his own cost and responsibility

all information that may be necessary for preparing the bid and entering into a

Contract for execution of the Works/Services. This shall include but not to be

limited to any/all the following:

(a) inquiries on Pakistani Income Tax/Sales Tax to the concerned

Commissioner of the Income Tax and Sales Tax, Lahore.

(b) inquiries on customs duties and other import taxes, to the concerned

authorities of Customs Department, Government of Pakistan.

(c) Inquiries on the Sales Tax on Services to the Punjab Revenue Authority,

Lahore.

(d) information regarding port clearance facilities, loading and unloading

facilities, storage facilities, transportation facilities and congestion at

Pakistan seaports.

(e) investigations regarding transport conditions and the probable

conditions which will exist at the time the Goods will be actually

transported.

IB.41 Alternate Proposals by Bidder

41.1 Any Bidder should consider that he can offer any advantage to the Owner by a

modification to the designs, specifications or other conditions, he may, in

addition to his bid to be submitted in strict compliance with the Bidding

Documents, submit any Alternate Proposal(s) containing (a) relevant design

calculations; (b) technical specifications; (c) proposed construction

methodology; and (d) any other relevant details / conditions, provided always

that the total sum entered in the Form of Bid shall be that which represents

complete compliance with the Bidding Documents.

41.2 Alternate Proposal(s), if any, of the lowest evaluated responsive Bidder only

may be considered by the Owner as the basis for the award of Contract to such

Bidder



36

IB.42 Local Conditions

42.1 Bidder must verify and supplement by his own investigations the information

about site and local conditions. However, Owner will assist the Bidder

wherever practicable and possible.

IB.43 Pre-Bid Meeting

43.1 A Pre-Bid meeting shall be held as per schedule indicated in the Data Sheet to

clarify and answer any questions on matters related to Bidding Document.

Minutes of the Pre-Bid meeting shall be made an addendum to these Bidding

Documents.

IB.44 Integrity Pact

44.1 The Bidder shall sign and stamp the Integrity Pact provided at Appendix-F to

Bid in the Bidding Document for all Government procurement contracts

exceeding Rupees ten (10) million. Failure to provide such Integrity Pact shall

make the bid non-responsive.



37

DATA SHEET



38

DATA SHEET

A. General

IB Clause

Reference

Invitation

to Bid

Bids shall be received up to 11:00 hours on 22-08-2016.

Bids will be opened at 11:30 hours on the same day, in the presence of bidders’

representatives who choose to attend the meeting at the following address:


Punjab Power Development Company Ltd.

77-Shah Jamal Colony, Lahore.

Bidding Document

6.1

The words “twenty eight (28)” shall be replaced with words “seven (07)” while word

“fourteen days (14)” shall be replaced with “five (5)”

The contact office for requesting clarifications is:


Punjab Power Development Company Limited,

77-Shah Jamal Colony, Lahore, Pakistan

Tel: (92-42) 99204005

Fax: (92-42) 99204003

Email: [email protected]

[email protected]

Preparation of Bid

9.1 (d) Schedule of Prices/Summary of Cost Proposal completed in accordance with Clauses

IB.11 and 12. (forms FIN-I TO FIN-IV)

9.1 (f) Power of Attorney in accordance with Clause IB 13.5. (TECH-II)

9.1(h) The Clause will be read in conjunction with Forms TECH- I,II,III,IV,V and VI

12 The Financial Proposal shall be stated in the following currencies:

The Financial Proposal shall state costs in the Owner’s country currency (local currency):

PKR

13.4 (b) The Bidder should have an average annual turnover in the last three (3) years equal to

or more than Rs. 200 million.

14.4 The provisions of this clause shall be met with according to the original specification provided

in the EPC contract documents at the time of purchase of spares/consumables.

mailto:[email protected]

mailto:[email protected]



39

15.1 Each Bidder shall furnish, as part of his bid, a Bid Security in the amount of Pak.

Rupees 1500,000/- (Fifteen hundred thousand only) or an equivalent amount in a

freely convertible currency.

15.2 The words “or an insurance company having at least AA rating from PACRA/JCR”

shall stand deleted.

16 Proposals must remain valid for: One hundred twenty (120) days.

17.1 Financial Proposal shall contain Bidder’s Proposal Price for a period of two (2) years.

17.5 Each Bidder shall prepare one (1) Original and three (03) Copies, of the technical bid

and clearly mark them “ORIGINAL” and ‘COPY” as appropriate, however one

original financial bid shall be submitted.

17.7 (Forms TECH-1 to VI and FIN-I to IV have been included to facilitate the bidders

for providing the required information in an elaborated form)

Submission of Bid

18 Financial Proposal to be submitted together with Technical Proposal: Yes (In separate sealed

Envelope)

The bidder must submit:

(a) Technical Proposal: one (1) original and three (3) copies;

(b) Financial Proposal: one (1) original.

The Proposal submission address is:


Punjab Power Development Company Limited,

77-Shah Jamal Colony, Lahore, Pakistan

Tel: (92-42) 99204005

Fax: (92-42) 99204003

Bid Opening and Evaluation

25

The single currency for the conversion of all prices expressed in various currencies into a

single one is: PKR

The official source of the selling (exchange) rate is : State Bank of Pakistan

The date of the exchange rate: Seven (07) days prior to deadline for submission of proposal

26.3

Criteria, sub-criteria, and point system for the evaluation of the Full Technical Proposals:

i Qualification of the Proposer (A1)

Points

(a) Financial Capability 05

(b) Relevant Experience 15



40

(c) Equipment Capabilities 05

Total points for criterion (i) 25

ii. Proposed Methodology, Work Plan and Management Capability, responding to

the Terms of Reference (TORs):

(A2)

a) Technical approach and methodology 5

b) Work Plan including Procurement QA/QC & HSE Plan 5

c) ISO certificates, Organization and staffing 5

Total points for criterion (ii) 15

iii. Key professional staff qualification and competence for the assignment

(A3)

a) Plant Manager 18

b) Operation Engineer 14

c) Electrical Maintenance Engineer 14

d) Mechanical Maintenance Engineer 14

Total points for criterion (iii) 60

Grand Total (i)+(ii)+(iii) 100

Min. Technical Score required to qualify =65 Points

50% Marks are mandatory for (i)+(ii)+(iii) respectively .

Technical Score = A1[25] + A2[15] + A3[60]

100 100 100

Sub-criteria for A1 and A3 is as under: Number of Similar Assignment

Scoring in this segment is done on the basis of the similarity of the assignments in

respect to their age (how long ago they were executed). The scoring is done in four

steps.

Step 1:

The total number of assignments (TS) that are requested from the firm for technical

evaluation (Through the Request for Proposal) is distributed in the following table.

TS is three (3) projects. O&M services completed/ongoing for a reference project for

three (3) years or more will fetch maximum marks. No Marks are awarded for

experience of O&M services less than one year.

AGE

SIMILARITY

0‐5 years ago 6‐10 years ago 10+ years ago

Strong

Medium

Weak

Total number of projects (T): __________



41

Step 2:

Each number in the former table (Step 1) is then multiplied with the weight in its

corresponding Cell from the table below: WEIGHT (W) 1 0.65 0.3

0‐5 years 6‐10 years 10 + years

1 Strong 1 0.65 0.3

0.65 Medium 0.65 0.442 0.195

0.3 Weak 0.3 0.915 0.09

Step 3:

The score in each box is summed up to get a total score (N) for the projects. N is then

divided by

TS to get a standardized value (NS), i.e. NS =N/Ts

Step 4:

NS is then multiplied with the following weights according to the value of T to get

the component score.

T WEIGHT (W)

1 0.3

2 0.65

3 or More 1

Component Score = NS x W x Points for similar assignments

Value of Similar Assignments (O&M contract)

One aspect of the firm’s ability to undertake any given assignment successfully is

whether the similar assignments it executed were also comparable in value to the

present assignment.

Step 1:

The same assignments as above are distributed in the following table.

RELATIVE value of O&M Contract

SIMILARITY

80% or more 50% ‐ 80% Less than50%

Strong

Medium

Weak

Step 2:

Each number in the former table (Step 1) is then multiplied with the weight in its

corresponding cell from the table below.

WEIGHT (W) 1 0.65 0.3

80% or more 50% ‐ 80% Less than 50%

1 Strong 1 0.65 0.3

0.65 Medium 0.65 0.442 0.195

0.3 Weak 0.3 0.915 0.09

Step 3:

The score in each box is summed up to get a total score (N) for the projects. N is then

divided by TS to get a standardized value (NS), i.e. NS = N/TS

Step 4:

NS is then multiplied with the following weights according to the value of T to get

the component score:



42

T WEIGHT (W)

1 0.3

2 0.65

3 or More 1

Component Score = NS x W x Points for consultancy value of similar assignments.

In case value of the assignment is not given, its value shall be taken as less than 50%

Education and Qualifications of Key Personnel’s

Each CV submitted by the firm is evaluated on three criteria:

Max Score

1 Education and qualifications 25

2 Relevant background 70

3 Time with firm 5

Number of Similar Assignments

The number of similar projects (N) listed on the individual’s CV is compared with a

base Value (TS=3 projects) keeping in view the value of largest similar assignment,

role in the assignment and time spent with the firm.

26.6 The formula for determining the financial scores is the following:

Sf = 100 x Fm / F

Sf is the financial score;

Fm is the lowest price; and

F is the price of the proposal under consideration.

The weights given to the Technical (T) and Financial Proposals (P) are:

T = 0.80

P = 0.20

Additional Conditions

41 Alternate proposal shall not be accepted

43 Pre-bid conference

A Pre-Bid meeting shall be held on 18-08-2016 at 11:00 Hours in the office of

Punjab Power Development Company Ltd 77, Shah Jamal Colony, Lahore



43

APPENDICES TO ITB



44

Appendix A to ITB NAME OF ELIGIBLE COUNTRIES

All countries with which Pakistan entertains Commercial relationship are eligible

countries, as notified eligible by GOP.



45

Appendix B to ITB EVIIDENCE OF BIDDER’S

CAPABILITY

Note: Bidders to provide the following information with the bid separately and indicate

herein its references where this information is available.

Sr.

No.

Information to be supplied Bid

References

1 Name of bidder, business address and country of

incorporation.

2 Type of firm whether individually owned, partnership,

corporation or joint venture and the names of its owners or

partners.

3 The annual reports or qualification statements giving

general description of the firm, sort of business carried out,

balance sheets, profit and loss statements, turn over and

business done by the firm, duly authenticated, for the last

three (3) years. Audited Balance Sheets for the preceding 3

years shall be provided.

4 Full description of plant, equipment owned and/or to be

hired or leased and the annual manufacturing capacities of

various items made therein.

5 Detailed description of the quality control testing facilities.

6 Names, qualifications and experience of the key technical

personnel.

7 The time since the Contractor/Operator has been in this

business and the time since he has been doing work of

similar nature.

8 Reference lists of similar works done/services performed by

the bidder in its country and abroad indicating the name of

customer, description and quantity of product, year of

supply and the approximate value.

9 Details of projects under execution and future contractual

commitments (for each partner, in case of a joint venture).

10 Banking reference, names of banks and addresses may be

given to whom reference regarding financial capability of

the bidder may be made, with authority to make inquiries

from the bidder’s bankers and clients regarding any

financial and technical aspects (for each partner, in case of



46

a joint venture).

11 Information on any litigation or arbitration resulting from

contracts completed or under execution by the bidder over

the last ten (10) years. The information shall indicate the

parties concerned, the matter of dispute, the disputed

amounts and the result thereof (for each partner, in case of a

joint venture

12 ISO 9001, ISO 14001, ISO 18001 certificates



47

Appendix C to ITB DOMESTIC GOODS (VALUE ADDED

IN PAKISTAN)

[Bidders claiming eligibility for domestic preference should fill in for supply items only,

all columns hereunder and provide documentation to substantiate their claim] necessary

Sr. No. Description of

Indigenous

Goods

Unit Qty Total Price

of Goods Ex-

Factory (Pak

Rs.)

Domestic value added in

the manufacturing cost as

percentage of Ex-Factory

Price

Amount of

value

addition

(Pak Rs.)

1 2 3 4 5 6 7

Total in

columns 5

& 7

Computations:

A. Total amount of Value Addition (from Col.7) Rs_______________

B. Total Ex-Factory Price of Indigenous Goods (from Col.5) Rs ___________

C. Total DDP Price of imported supply items Eqv. Rs ___________

D. Total Price of supply items [B+C] Eqv. Rs ___________

E. % of value addition = [(A/D)x100] _______%

F. Domestic Preference =(15,20 or 25)% of B Rs _______________



48

Appendix-D to ITB DETERMINATION OF

RESPONSIVENESS

This Appendix enlists the procedure to determine responsiveness of Proposals prior to

detail evaluation. For a Proposal to be a Responsive Proposal, the answers to all the

questions in the following table should be YES:

Sr.

No. Responsiveness Measure Yes No Remarks

1 Has the Proposal contained in sealed Envelope for

technical and financial proposal?

2

Has the Bidder submitted complete Proposal and does not

have material deviation in conformity to Bidding

document.

3 Have the documents been properly signed?

4 Form of Bid (Technical/Financial)

5 Is the validity date of proposal in accordance with that

required?

6 Bidder Information (TECH-I)

7 Power of Attorney (TECH-II)

8 Bidder’s Relevant Experience (TECH-III)

9 Evidence of Bidder’s Financial and Legal Standing

(TECH-IV)

10 Bidder’s Proposed Key Personnel (TECH-V)

11 Bidder’s Equipment Capabilities (TECH-VI)

12 Bidder’s Methodology for O&M Services (Appendix D to

Bid)



49

13 Form of Bid Security

14

Is the form issued by the Bank not materially different

from required in IB.15?

15 Is the amount of proposal security in accordance with that

prescribed?

16 Is the issuing Bank a Scheduled Bank of Pakistan?

17 Is the validity of Bid Security in accordance with IB 15.2

18 Does bidder comply with IB9 and IB13

19 The Bidder has not participated in more than one bid.

20 Litigation History provided (if any)

21 Registration with SECP or Registrar of firm

22 Registration with Professional Body ie. PEC in

appropriate category

23 National Tax Number

24 Audited Statement of Account

25 Forming of Consortium Document (MOU or Agreement)

26 Affidavit that firm is not blacklisted by any Government

Agency



50

SECTION - 4

TECHNICAL PROPOSAL (ENVELOPE – I)



51

FORM OF TECHNICAL BID

No.______ and Date_______:


Punjab Power Development Company Ltd (PPDCL)

77, Shah Jamal Colony

Lahore (Pakistan)

The undersigned

Last Name: __________________

First Name: __________________

Title / Position: __________________

Company [ _________ Bidder ___________ ] (the “Lead Bidder”)

Acting as the legal representative of [ _________ Bidder _________ ] (the “Bidder”) pursuant

to the [power of attorney] [powers of attorney] attached hereto as TECH-II, located at the

following address:

Address:

______________________________________________________________

Telephone:

______________________________________________________________

Fax:

______________________________________________________________

Email:

______________________________________________________________

hereby certify, represent, warrant and agree, on behalf of the Bidder that:

1. This Proposal Letter, along with all its attachments (TECH-I to TECH-VI & FIN-I to

FIN-IV & Appendices) hereto, forms our Proposal and is submitted pursuant to the

Request of Proposals dated [ _______ ] issued by the Punjab Power Development

Company Ltd (PPDCL, Government of the Punjab (the “GoPb”) as amended,

modified, supplemented or varied through [list all Addenda with title and date] issued

by PPDCL (the “RFP”) for the O&M Services of 2.82 MW Pakpattan Hydropower

Project.

2. Having examined and being fully familiar with all the provisions of the RFP (including

its forms and attachments and all the above Addenda), receipt of which is hereby duly

acknowledged, and having evaluated, following our own studies undertaken under our

responsibility, the nature and scope of the contractual obligations to be executed, the

Contract Agreement and any other regulation associated to the Project or its execution,

we hereby offer:



52

a. to undertake the O&M Services in compliance with all requirements of the

RFP;

b. at a Proposal Price in Rupees as offered in Envelope-II to this Proposal apart

from the annual escalation, which shall be payable in line with the relevant

Clause of RFP;

3. We hereby agree that this proposal constitutes our firm, irrevocable offer that is

binding upon us and will remain valid for a period of one hundred twenty (120) Days

from the Deadline for Submission of Proposals (the “Proposal Validity Period”),

except as such period may be extended by us at the request of PPDCL.

4. We have provided and attached hereto a Proposal Security in the form of a bank

guarantee No. [________] dated [________] issued by [name of issuing bank] in the

amount of Pak. Rs (state amount in words) (Pak. Rs [show amount in figure]) in

accordance with the form of Proposal Security.

5. We certify that (i) the information submitted as part of this Proposal is complete and

accurate (ii) the Proposal has been submitted in the legal name of the Bidder

[consortium whose members] [who] will be bound to this Proposal and to execution of

O&M Services, (iii) we accept the documents, terms and conditions and disclaimers of

the RFP documents.

6. We understand the criteria and process for evaluation of Proposals and selection of

Successful Bidder established in the RFP and acknowledge that PPDCL is not

obligated to accept our Proposals and may at any time reject our Proposal at its sole

discretion.

7. We commit ourselves, if we were to be selected as the Responsive Bidders, to extend

the validity of our Proposal and our Proposal Security until the issue of the LOI to the

Successful Bidder.

8. We commit ourselves, if we are invited by PPDCL to do so, to clarify our Proposal and

finalize the Contract Agreement as specified in the RFP.

The Lead Bidder, duly authorized to execute the Proposal for and on behalf of the Bidder

[consortium]:

______________________

Authorized signature and seal



53

TECH – I: BIDDER INFORMATION

LEGAL FORM AND ORGANIZATION OF BIDDER

(In Table – 1 and Table – 2 below, the Bidder shall provide the required information

regarding each member of the Bidder consortium/JV).

TABLE – 1: Legal Form and Organization of Bidder

Sr. No. Item Information

1 Name of Bidder [ Lead Bidder/Main Sponsor ]

2 Name of Members of Bidder

Consortium

[ Other members of Bidder consortium ]

3 Telephone/Fax/Email

4 Regional office Address

[ Lead Bidder/Main Sponsor ]

5 Telephonic / Fax / Email

6 Authorized person for contact for

the Project

7 Contact Address of Authorized

Person

8 Telephone/Fax/Email of Authorized

Person

9 Legal Form

[ e.g. company, corporation,

partnership, consortium, joint venture,

individual ]

10 Capitalization of Bidder

11 Memorandum and Articles of

Association

[ To be attached by Bidder ]

12 Joint Venture Agreement [ To be attached by Bidder ]



54

TABLE – 2: Legal Form and Organization of Bidder Members

Sr. No. Item Lead

Bidder

Other

Member

Other

Member

1 Name

2 Legal Form

[ e.g

Company

Corporation,

partnership,

consortium,

joint venture,

individual ]

[ e.g.

Company

Corporation,

partnership,

consortium,

joint venture,

individual ]

[ e.g.

Company

Corporation,

partnership,

consortium,

joint venture,

individual ]

3 Country of Registration/

Incorporation

4 Home Office Address

5 Telephone/Fax/Email

6 Name and Position of

Contact Person

7 Address of Contact Person

8 Telephone/Fax/Email of

Contact Person

9 Share in O&M Services for

the Complex ( % )

10 Organization Charts [ To be

attached by

Bidder ]

[ To be

attached by

Bidder ]

[ To be

attached by

Bidder ]



55

TECH – II: POWER OF ATTORNEY

POWER OF ATTORNEY

1. If the Bidder is not a consortium, it will furnish a power of attorney authorizing

the person who signs the Proposal and other documents forming parts of the

Proposal to sign for and on behalf of the Bidder and to bind the Bidder to the

signed Proposal and document and any subsequent agreement.

2. If the Bidder is a consortium:

Each member of the consortium (other than the Lead Bidder) shall

furnish a Power of attorney authorizing the Lead Bidder to act and

receive instructions on behalf of all the consortium members and to

submit the Proposal for and on their behalf.

Each member of the consortium (including the Lead Bidder) shall furnish

a power of attorney authorizing the person who signs the proposal and

other documents forming parts of the Proposal to sign for and on behalf

of the Bidder (which term includes all members of consortium) and to

bind the Bidder to the signed Proposal and document and any subsequent

agreement.



56

TECH – III: BIDDER RELEVANT EXPERIENCE

BIDDERS RELEVANT EXPERIENCE

(In Table – 3 and Table – 4 below, the Bidder shall provide the required

information regarding the O&M Contracts executed or being executed during last

ten (10) years with at least one plant of same or higher capacity).

TABLE – 3: General Information about O&M Contracts


1 Name of O&M Contractor

2 Legal Form [e.g. company, corporation, partnership

consortium, joint venture, individual]

3 Country of Registration/Incorporation

4 Home Office Address

5 Telephonic / Fax / Email

6 Name and Position of Contact Person

for the Project

7 Address of Contact Person

8 Telephone/Fax/Email of Contact

Person

9 Bidder’s Area of Main Business

10 Number of Staff in Main Business

Engineers: Others:

11 Number and Years of (Power) Projects

under Operation



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TABLE – 4: Power Project Reference of O&M Contracts


1 Name of Project

2 Location of Plant

3 Name of Owner

4 Name of [ Power ] Purchaser

5 Capacity of Plant

6 Type of Plant

7 Scope of Services

8 Number and Rated Capacity of

Units

9 Principal Manufacturers of Major

Equipment

10 Commercial Operations Date of

each unit

11 Annual Availability Factor

12 Annual Load Factor

13 Annual Overall Station Efficiency

14 Other Details

Note: Table – 4 shall be completed for each reference project separately.

1. Reference projects shall include at least one (1) project of similar or

higher capacity which has been in successful operation for at least one

(1) year on Proposal submission date, duly supported by user’s

certificate.

2. O&M services completed/ongoing for a reference project for three (3)

years or more will fetch maximum marks. No Marks are awarded for

experience of O&M services less than one year.



58

TECH–IV: EVIDENCE OF BIDDER’S FINANCIAL AND LEGAL STANDING

EVIDENCE OF BIDDER’S FINANCIAL STANDINGS

Note: Bidders to provide the following information with the Proposal separately and

indicate herein its references where this information is available.

Sr. No. Information to be Supplied Proposal References

1. The annual report or qualification

statements giving general description of

the bidder, sort of business carried out,

balance sheets, profit and loss statement,

turnover and business done by the

bidder, duly authenticated, for the last

three (3) years shall be provided (for

each partner, in case of JV).

Annual Turnover Data

Equivalent in Pak Rupees, Millions

Partner

Year 1

Year 2

Year 3

1. Lead Partner

2. Partner

3. Partner

Total:



59

EVIDENCE OF BIDDER’S LEGAL STANDINGS

Sr. No. Information to be Supplied Proposal References

1. Information on any litigation or

arbitration resulting from the contracts

completed or under execution by the

bidder over the last ten (10) years. The

information shall indicate the parties

concerned, the matter of dispute, the

disputed amount and the result thereof

(for each partner, in case of JV).



60

Litigation History

Name of Applicant or Partner of a Joint Venture

Applicants, including each of the partners of a joint venture, should provide

information on any history of litigation or arbitration A separate sheet should be used

for each partner of joint venture.

Year

Award FOR

or

AGAINST

Applicant

Name of client, cause of litigation, and

matter in dispute

Disputed

amount

(current value

Pak Rs.

or equivalent)



61

TECH – V: BIDDER’S PROPOSED KEY PERSONNEL

KEY PERSONNEL

Plant Manager, Operational Engineers, Electrical Maintenance Engineer and

Mechanical Maintenance Engineer shall be treated as Key Personnel to be

evaluated. The Bidder shall submit the CVs of highly motivated, qualified and

career oriented engineers having at least five (5) years’ experience of operation

and maintenance in hydropower stations.

The following documentary evidence shall be attached with each CV, otherwise

the respective Key Personnel’s CV shall not be entertained for marking in the

Proposal evaluation process.

1. The Proposed Key Personnel(s) is / are the employees of the Bidder on

Proposal Submission Date.

OR

2. If the Proposed Key Personnel(s) is / are un-employed on the Proposal

Submission Date, affidavit of the individual(s) on stamp paper

undertaking his / their commitment to join the Bidder, in case of

Contract award to the Bidder.

CV’s of key personnel are to be given on the following format:

CURRICULUM VITAE (CV) FOR PROPOSED PROFESSIONAL STAFF 1. Proposed Position [only one candidate shall be nominated for each position]:

2. Name of Firm [Insert name of firm proposing the staff]:

3. Name of Staff [Insert full name]:

4. Date of Birth: Nationality:

5. CNIC No (if Pakistani): or Passport No:

6. Education :

Degree Major/Minor Institution Date (MM/YYYY)



62

7. Membership of Professional Associations:

8. Other Training [Indicate significant training since degrees under 6 - Education were

obtained]:

9. Languages [For each language indicate proficiency: good, fair, or poor in speaking,

reading, and writing]:

10. Employment Record [Starting with present position, list in reverse order every employment

held by staff member since graduation, giving for each employment (see format here below): dates

of employment, name of employing organization, positions held.]:

Employer Position From (MM/YYYY) To (MM/YYYY)

11. Detailed Tasks Assigned

[List all tasks to be performed under this assignment]

12. Work Undertaken that Best Illustrates Capability to Handle the Tasks Assigned

[Among the assignments in which the staff has been involved, indicate the following information for those

assignments that best illustrate staff capability to handle the tasks listed under point 11.]

1) Name of assignment or project & Location: ____________Cost of O&M

Contract__________

Date of Start________________ Date of Completion __________________________

Actual Time Spent on the Project: ____________________________ in months.

Client:



63

Main project features:

Positions held:

Activities performed:


Contract__________



Client:


Positions held:



Contract__________



Client:


Positions held:


13. Certification:

I, the undersigned, certify that to the best of my knowledge and belief, this CV

correctly describes myself, my qualifications, and my experience. I understand that

any wilful misstatement described herein may lead to my disqualification or dismissal,

if engaged.

Date:

[Signature of staff member or authorized representative of the staff] Day/Month/Year Full name of authorized representative:



64

TECH – VI: BIDDER’S EQUIPMENT CAPABILITIES

The bidder shall list the various kinds of equipment in possession/leased relevant for

O&M of the small hydropower Project:

Sr. No. Equipment Type and

Characteristics

1. Fork Lifter 5 Ton Capacity.

2. Chain Pulley Blocks

3. Extendable aluminium ladder

4. Standard Tool Kit (Mechanical)

5. Standard Tool Kit (Electrical)

6. Electrical Testing Equipment:

i) Meggar 5KV

ii) Meggar 500-1000V

iii) Clamp tester 0-600 V, 0-1000 A

iv) Earth Tester

v) Oil testing kit

vi) 11KV earthing sticks with leads

vii) Stabilized power supply suitable for testing cards of various PCBs

viii) Oscilloscope double beam

ix) Phase sequence meter

x) Specific gravity meter

7. Safety Equipment



65

APPENDICES TO BID



66

Appendix–A to Bid SCOPE OF O&M SERVICES/TOR

The O&M Contractor shall operate and maintain the plant/complex safely and

efficiently and in accordance with the provisions of Contract Agreement.

Without prejudice to the generality, the O&M Contractor shall provide the

Services as stated below except as otherwise agreed upon by the Owner and the

O&M Contractor.

1. MOBILIZATION PHASE

During the Mobilization Phase, the Owner shall arrange for familiarization of

O&M Contractor with the power plant. All essential trainings shall be

conducted through the earlier construction Contractor, deployed at site.

Complete technical record, drawings, documentation, literature and

correspondences made earlier shall be provided to the O&M Contractor besides

giving access to store records.

The O&M Contractor shall perform the following activities:

a) Recruit and employee all necessary qualified, experienced and

competent personnel for the operation and maintenance of the Complex.

b) Prepare operation, administration, maintenance, security, safety and

performance-monitoring procedures and submit these for approval by

the owner.

c) Prepare standing instructions and operating and maintenance procedures

for the reliable and efficient operation and maintenance of the Complex

including, but not limited to:

i) Operating Instructions, operational procedures etc.

ii) Maintenance Instructions, programs for scheduled,

maintenance outages & to cater for forced outage.

iii) Safety Procedures and Instructions, accident prevention

program, accident reporting.

iv) Administration Procedures.

v) Security Procedures and Instructions.

vi) Performance Monitoring Procedures.

vii) Incident Reporting Procedures.

viii) Emergency Plans.

ix) Billing and Collection Procedures, meter reading, preparation

of monthly invoices etc.

x) Stock Maintenance Procedures, procuring materials, inventory

levels and controls.

xi) Water Release/Regulations procedures.



67

xii) General clean lines, and upkeep, hazardous material Control

etc.

xiii) An effective training program.

d) Provide training to the key personal of the Owner in the operation,

maintenance and management of the complex.

e) Provide tools, tackle and equipment required for the operation and

maintenance of the Complex, if necessary.

f) Interact with the activities of Power Purchaser in the maintenance of the

transmission and interconnection facilities and keep the Owner updated

accordingly.

g) Institute and develop with Power Purchaser in consultation with the

Owner all necessary interfaces, day-to-day liaison, method of operation,

rules and procedures to enable the Complex to be dispatched in an

efficient and proper manner.

h) Review and as necessary comment upon and under the control and the

direction of the Construction Contractor, in the testing, startup, trial

operation and performance operation on individual items of equipment,

plant, systems and the entire Complex including performance tests and

tests on completion prior to take over of the Complex by the Owner

from the Construction Contractor, Witness the tests on completion and

the performance test and confirm the results of the tests on completion

and the performance tests.

i) Establishing Billing procedures with the Power Purchaser and

remittances to the Owner.

j) Liaise with the Provincial Irrigation Authorities for developing water

release/regulation procedures.

2. OPERATIONAL PHASE

The Operation phase shall commence after the expiry of mobilization phase.

The O&M Contractor shall execute the following activities.

2.1 OPERATION

During the operational phase, the O&M Contractor shall:

a) Ensure that the Complex shall, each operating year, achieve and

maintain the highest possible standards of capacity, availability and

efficiency consistent with the O&M Contractor’s other obligations

hereunder,

b) Minimize the incidence, severity and duration of forced outages.

c) Carry out all O & M programs.

d) Carry out any test referred to in the Energy Purchase Agreement or as

requested by the Owner.

e) Prepare and provide to the Owner at such time and in such form as the

Owner shall direct the performance data on the operation of the



68

Complex and all other data and information required by the Owner in

relation to the Energy Purchase Agreement.

f) Exercise its rights and perform its obligations under the Contract

Agreement

i. In such a manner so that the Owner shall not be in breach of

any of its obligations under any of the Energy Purchase

Agreement that relates to or are affected by the O&M

Services.

ii. So as to comply with the relevant consents and the

applicable law and in accordance with the standing

instructions.

g) Submit to Power Purchaser on behalf of the Owner, Availability

Declarations and revised Availability Declarations and comply with the

dispatch instructions, to every case in accordance with the standing

instructions.

h) Maintain on site an inventory of spares with minimum and maximum

limit marked for each spare. Please also see clause 2.2(h) of the

Appendix.

i) At all times, staff the Power Complex with qualified operators adequate

for the operation of the Complex.

j) Maintain legible record of Complex operating performance data

including operating hours and adjustments to expired hours and expired

life of the Complex and any part thereof, including all measurements

and records which may be required under the terms of relevant consent

and the standing instructions. In this sub-paragraph, in relation to hours

of use and life “expired” means the reasonably estimated proportion of

the economic and serviceable period of life of the item in question,

which has passed.

k) Advise the Owner in timely manner of those items or Services which

are not included in an approved O&M program and which the O&M

Contractor, in accordance with standards of a reasonable and prudent

Contractor, consider ought to be acquired or contracted for, with its

reasons thereof.

l) The O&M Contractor shall assist and draw proposal/plan for training of

Owner’s key staff for the operation and maintenance and management

of the complex.

m) Maintain the Maintenance and site Management System.

n) On behalf of and as directed by the Owner, provide to GOP/other

concerned agencies, as the case may be timely notice of the occurrence

of an exceptional event under the Contract or an event of Force Majeure

under the Energy Purchase Agreement relating to the O&M Services.



69

o) On behalf of the Owner, the O&M Contractor shall prepare invoices

and forward to owner for onward submission to Power Purchaser.

p) Check all invoices received from Power Purchaser for penalties incurred

under the EPA and confirm to the Owner in a timely fashion the

accuracy of such invoices or promptly advise the Owner of their

inaccuracy and on behalf of the Owner, take up disputed invoices within

the time limit allowed for disputing invoices under EPA.

q) To the extent that the O&M Contractor has been granted access to the

activity of Power Purchaser and becomes aware of any problem or

potential problem in the performance of Power Purchase under the EPA,

advise the Owner thereof.

r) Monitor the occurrence of exceptional events and of events or

circumstances of Force Majeure under the Contact Agreement to the

extent that the O&M Contractor has or ought to have knowledge of such

occurrences and

s) Advise the Owner in a timely fashion of the occurrence of any act or

circumstances which may result in the occurrence of any of the matters

referred to in the preceding paragraph.

t) Maintain Liaison with the Irrigation Department, Govt. of Punjab and

persuade for Uninterrupted Irrigation supplies during the whole year.

u) Maintain Interaction with other utility agencies.

2.2 MAINTENANCE AND REPAIR WORK

In accordance with the terms and conditions of the Contract Agreement, the

O&M Contractor shall perform the following tasks:

a) Responsible for all necessary maintenance, repair and testing in relation

to the Complex. The O&M Contractor shall be responsible for

organizing, managing and paying for such maintenance, repair and

testing services as shall be required to carry out scheduled inspections,

overhauls and major breakdown repairs. The O&M Contractor shall

maintain the Complex so as to keep it in good condition. The O&M

Contractor shall take such steps as are necessary, in accordance with the

Standards of a Reasonable and Prudent Contractor, to prevent the

Complex from premature deterioration and correct by appropriate and

approved measures, any damage, deterioration and malfunction. Such

maintenance shall include but not limited to:

i. Routine periodic and occasional visual inspection of the

Complex and its components.

ii. Routine periodic and occasional testing of the Complex,

including non destructive testing.



70

iii. Routine, scheduled, non-scheduled and emergency

maintenance and repair services, required prudently&

especially under EPA.

iv. Replacement of parts, as per appropriate provision of the

contract.

v. Alarm and trip testing.

vi. Routine, periodic and occasional checking, testing and

repairing of Owner’s meters and witnessing the testing of

Power Purchaser meters.

vii. Maintenance of an effective check sheet system for all

periodic maintenance.

b) Keep maintenance record of the generating auxiliary equipment and

control and protective equipment at the Complex, which records shall

be available to the Owner for inspection at all reasonable times.

c) Maintain a register of all equipment subject to statutory inspection and

inspection in accordance with the standing instructions, including

recording all test dates and results.

d) Maintain a plant status report, which shall be updated at regular

intervals, in which the current conditions of all major items of plant

shall be recorded with proposals and timing for planned repair work and

cost estimates.

e) Report to the Owner with adequate notice those items and/or conditions

necessary for internal planning by the Owner and compliance with the

standing instructions.

f) Establish and adhere to a work and quality control system approved by

the Owner.

g) As regards to additional services or other activities for which the Owner

is required to reimburse the O&M Contractor hereunder, establish and

adhere to an expenditure control system approved by the Owner.

h) Establish and adhere to a stores and spares inventory recording the

requisition system approved by the Owner. Some spares considered

essential have been provided by Construction Contractor as part of EPC

contract and are available in stores. The O&M Contractor is required to

assess the requirements and procure additional spares, if considered

necessary to minimize the discontinuity of service for any equipment of

the plant and maintain an inventory of spares with minimum and

maximum limit marked for each spare so that any spare reaches the

minimum level an alarm is generated to signal the procurement of that

spare to reach the maximum level. The O&M Contractor shall take

necessary steps to procure the spares of required quality and at

competitive prices as far as possible. The list of spares to be procured



71

by the O&M Contractor shall be approved by the Owner and the O&M

Contractor will accordingly proceed with the procurement process on

releasing the funds by PPDCL. Apart from this spare/replace and part

not available in store but required in emergency will be covered under

reimbursable cost.

The inventory shall also be priced with the availability of documentary

evidence to show various elements of price.

i) Establish and adhere to a comprehensive set of safety procedures

approved by the Owner and in accordance with the systems and

procedures stated in Energy Purchase Agreement.

j) Establish and train fire-fighting, prevention and protection and first aid

teams from its staff such that adequate numbers of competent personnel

in each discipline are on site at all times.

k) Develop a program for plant betterment / up-gradation and propose such

a program to the Owner.

l) Establish and adhere to a system (which shall require the approval of

the Owner) for review and update of operating and maintenance

manuals and site procedures for the Complex.

2.3 THE RESIDENTIAL COLONY AND OTHER STRUCTURES

Except or otherwise as agreed between the owner and O&M contractor the

following shall be observed/adhered to;

(i) The O&M Contractor shall assume the responsibility for the day to day

costs, administration, control, routine maintenance and repair of the

residential colony and all structures, equipment and facilities

comprising the residential colony and within the Complex and shall be

responsible for the maintenance of the safety and good order of all

persons entitled or permitted to enter / or remain therein.

(ii) The services to be provided for the administration, operation and

maintenance of the residential colony, comprised in the O&M Services

and shall include without limitation;

a) Routine maintenance and repair of all buildings and dwellings,

including the electrical and plumbing services thereof.

b) The scrutiny and the control of access and exit to and from the

Complex, as well as from residential colony.

c) Maintenance of a current register of those persons entitled to

enter into or reside in the residential colony and the prevention

of unauthorized persons taking up residence therein.

d) The establishment and maintenance of primary health care and

public hygiene facilities for the employees as shall be necessary

for the O&M Contractor to perform the O&M Services to the



72

standard required hereunder. All costs thereof shall be included

in the Recurring Cost and shall be reimbursed by the Owner.

e) The establishment and maintenance of messing and laundry

facilities for the employees as shall be necessary for the O&M

Contractor to perform the O&M Services to the standard

required hereunder. All costs hereof shall be included in the

Recurring Cost and shall be reimbursed by the Owner.

f) The establishment of reasonable facilities for recreation. The

infrastructure shall be provided by the Owner. All costs thereof

shall be included in the Recurring Cost and shall be reimbursed

by the Owner.

g) The maintenance of fire-fighting equipment and tenders.

h) The provision of a fully-trained, medically and physically fit and

fully-equipped security force to protect the whole Complex and

to enforce the restrictions on access thereto and liaise with

related security agencies of Govt. of Punjab. Contractor can

outsource security services to private security agency on the

terms and conditions approved by the Owner.

i) The establishment of an office for the residential colony

supervisor and his staff.

j) The minor maintenance or upkeep of roads etc and earthworks

within the Complex. The major repair or rehabilitation works for

these structures shall be dealt under Additional Works.

k) The maintenance of all equipment supplied by the Owner for the

residential colony and offices and furnishing the Owner with a

6-monthly inventory of all such equipment, indicating any

losses, thefts, replacements thereof that have taken place or have

been made during the previous 6-months period.

l) Operation and maintenance of the rest house. Cost to be

included in the Recurring Cost which will be reimbursed by the

Owner.

m) Operation and maintenance of water, sewerage, waste disposal,

lighting, power and power distribution facilities. Cost to be

included in the Recurring Cost which will be reimbursed by the

Owner.

n) Drawing up, maintaining and disseminating emergency civil

defense plans.

o) Drawing up, maintaining, disseminating and enforcing rules of

conduct and public hygiene for all personnel entering the

residential colony.

p) Maintaining all the existing communications facilities within the

Complex.



73

q) Carry out pursuant to the terms of this Contract Agreement all

necessary repairs, replacement and reinstatement as a result of

breakage, degradation, theft or loss.

2.4 REPORTS AND INFORMATION

2.4.1 MONTHLY PROGRESS REPORT

The O&M Contractor shall provide the Owner and applicable parts (e.g. b-d

below) to Power Purchaser with a monthly progress report by the seventh day

of the ensuing month. The report shall include:

a) All major repairs or maintenance performed on the Complex or

any part thereof during the previous month and all major repairs

or maintenance work scheduled during the next month, together

with the projected time schedule for such intended major repairs

or maintenance.

b) Areas of major concern and importance to the Owner including

efficiency performance and areas of shortfall, Complex output

performance and area of shortfall, as extracted from the

Contractor’s performance monitoring system.

c) A log of dependable capacity, available capacity, actual output

and efficiency, period of forced outage, schedule outage and

maintenance outage integrated over the month.

d) All information required to be provided to the Power Purchaser

pursuant to the Energy Purchase Agreement at the expiry of

each month.

e) Such other information as the Owner shall have reasonably

requested the O&M Contractor to provide.

The O&M Contractor shall also provide to the Owner the operating report in

the form required by the Power Purchaser which shall be delivered to the

Owner at least seven days prior to the date, when the Owner is obliged to

deliver such operating reports to the Power Purchaser.

2.4.2 INFORMATION

The O&M Contractor shall notify the Owner forthwith upon becoming aware

of the occurrence of,

a) Any failure to comply with the operation and maintenance

requirements of the Energy Purchase Agreement.

b) Any event or circumstances constituting an exceptional event of

Force Majeure under the EPA or Contract Agreement, and



74

c) Any event or circumstances which may result in the occurrence

of any of the matters referred to in paragraphs (a) to (b) above

together in each case with reasonable details of the matter in

question and the O&M Contractor’s recommendations, for

consideration by the Owner, for action to be taken in respect

thereof.

2.5 EXCLUDED WORKS

a) Not withstanding anything to the contrary in the Contract Agreement,

the O&M Contractor shall not be responsible for the “Excluded Works”,

provided that for avoidance of doubts the intakes to and outfall from the

Complex or Spillway, Tailrace, all civil structure permanently

associated with the Complex and Residential Colony, shall not be

Excluded Works.

b) The Owner shall be responsible for all Excluded Works.

c) The O&M Contractor shall not be liable for any failure or reduction in

performance of the Complex or any part thereof to the extent that such

failure or reduction arises from the failure of the Owner to carry out the

Excluded Works or the failure of the Excluded Works either to services

or protect the complex, as the case may be.

d) The Owner may request the O&M Contractor to undertake all or any

part of the maintenance and/or repair of all or any part of the Excluded

Works. Any such request shall be deemed to be a request by the Owner

for the O&M Contractor to perform Additional Services.

e) The O&M Contractor shall promptly notify the Owner in the course of

providing the O&M Services, it becomes aware of the need for

maintenance and/ or repair of any of the Excluded Works.

2.6 PERSONNEL

a) The O&M Contractor shall provide suitably qualified, experienced and

competent personnel and subcontractor as may reasonably be required

for the performance of the Services. If so requested by the Owner, the

O&M Contractor shall provide to the Owner evidence of the

competence including details of previous experience and qualifications

of the key staff, over the period of Contract.

b) The O&M Contractor shall at all time use all reasonable efforts to

maintain strict discipline and good order among its personnel and those

of its subcontractors.

c) The O&M Contractor shall be responsible for the selection, hiring,

assigning and supervising its personnel. The Owner in its reasonable

discretion and in consultation with the O&M Contractor may require the



75

O&M Contractor to remove and replace any of such personnel at the

expenses of the O&M Contractor. The O&M Contractor shall replace

any key staff so removed promptly with other suitably qualified,

experienced and competent person or persons.

d) The O&M Contractor shall not reduce the number of the key staff or

change the identity of the persons performing such functions without

the prior written consent of the Owner, which consent shall not be

unreasonably withheld or delayed.

2.7 ADDITIONAL SERVICES

The Owner may from time to time request the O&M Contractor to carry out

Services, additional to those specified in Contract Agreement (“Additional

Services” which term also includes the services referred to elsewhere in this

RFP or Contract Agreement as Additional Services). The O&M Contractor may

propose to the Owner for execution of certain works or tasks under Additional

Services for the betterment or upgradation or prevention / curtailment of

possible losses.

Upon receipt of any such request, the O&M Contractor shall forthwith advise

the Owner whether it desires to carry out the Additional Services. If so, the

O&M Contractor shall promptly provide to the Owner for the Owner’s

approval a quotation for the cost of performing the Additional Services as well

as indicative terms of payment thereof. The Owner shall pay to the O&M

Contractor, as remuneration for performing any Additional Services, such

amount (including reasonable fees for management and supervision by the

O&M Contractor) and on such terms as the Owner and the O&M Contractor

shall agree. The O&M Contractor shall proceed to perform the Additional

Services either as soon as practicable following receipt of such Agreement or, if

the Owner shall have specified a timetable for the performance thereof, in

accordance with such timetable, which shall be a reasonable one.

Notwithstanding the foregoing, if the Owner and the O&M Contractor are

unable to agree on the terms on which the O&M Contractor is prepared to

provide any Additional Services, then the Owner shall have the right to engage

such other person or persons as it shall determine to perform the Additional

Services on such terms as the Owner and such person may agree.

2.8 OCCUPATION OF SITE

The Owner shall at all times retain the exclusive right to occupy the site and the

O&M Contractor shall be permitted to enter onto, remain on and undertake

activities at the site only in accordance with terms of the Contract Agreement.

The O&M Contractor shall not impede the Owner’s representative or any other

person authorized in writing and intimated to O&M Contractor by the Owner



76

from having access to the site, subject to the provision of the standing

instructions referred to in clause 2.3.(ii) (b).

2.9 STANDING INSTRUCTIONS: OPERATION & MAINTENANCE

PROCEDURES

2.9.1 Insofar as the Owner have received the same from the Construction

Contractors, the Owner shall provide to the O&M Contractor all such operating

manuals, manufacturer’s handbooks and other technical and operational

manuals and instructions relating to the operation and maintenance of the

Complex as the Owner had received from the Construction Contractor’s in

accordance with the Construction Contractors.

2.9.2 The O&M Contractor shall upon receipt of the materials to be furnished by the

Owner pursuant to clause 2.9.1 prepare and submit to the Owner drafts of the

standing instructions and operating and maintenance procedures which are

necessary for the operation and maintenance of the Complex. Such draft

standing instructions and procedures shall comply with the clause 2.9.3. The

Owner shall be entitled to require the O&M Contractor to make such

amendments to the draft standing instructions and operating and maintenance

procedures as the Owner may reasonably require in order that they shall

comply with the clause 2.9.3 and the O&M Contractor shall issue the standing

instructions as so amended.

2.9.3 The standing instructions and operating and maintenance procedures referred to

in 2.9.2 shall be such as necessary.

a) To comply with the manuals, handbooks and instructions provided by

the Owner pursuant to clause 2.9.1.

b) To ensure the safe and efficient provision of the Services in accordance

with the Contract Agreement.

2.9.4 The Owner shall be entitled to require the O&M Contractor to make such

reasonable amendments, modification’s or supplements to the standing

instructions and operating and maintenance procedures, either generally or in

any specific instance, as are required in order that the standing instructions and

operating and maintenance procedures shall comply with clause 2.9.3. The

Owner shall consult the O&M Contractor before making any such requirement.

2.9.5 The O&M Contractor shall also be entitled to make reasonable amendments,

modifications or supplements to the standing instructions and operating and

maintenance procedures in the light of operating and maintenance experience at

the Complex, provided that the O&M Contractor request the prior consent of



77

the Owner to such amendments and the Owner is reasonably satisfied that such

amendments will not prevent the standing instructions and operating and

maintenance procedures from complying with clause 2.9.3. The Owner’s

consent to any amendment proposed by the O&M Contractor shall not be

unreasonably withheld or delayed.

2.9.6 The O&M Contractor shall comply with the standing instructions and operating

and maintenance procedures issued pursuant to this clause, as to amended,

modified or supplemented from time to time.

2.10 O&M CONTRACTOR’S STATUS PRIOR TO OPERATIONAL PHASE

a) Prior to the Operational Phase as defined under Clause 2 above, the

O&M Contractor shall not participate in the operation or maintenance

of the Complex, except as required by the owner to perform tests and

other related activities under the construction contract.

b) The Owner shall indemnify and hold harmless the O&M Contractor, the

O&M Contractor’s employees, agents, sub-contractor from and against

any and all claims, damages, costs and expenses (including those

asserted by third parties) as a direct consequence of being involved in

the performance of the related activities, under the construction contract

pursuant to clause 2.10(a) under the control and direction of the

construction contractor.

2.11 COMPLETION CERTIFICATE

a) The O&M Contractor shall have the right to observe all O&M activities

carried out by the Construction Contractor under the Construction

Contract(s).

b) The Owner shall give not less than ten (10) days notice to the O&M

Contractor of the Owner’s intention to issue a completion certificate to

the Construction Contractor under the Construction Contract (a

“Completion Certificate”) before final taking over of the complex by

the owner. The O&M Contractor shall advise the Owner within seven

(07) days of the receipt of such notice, if the O&M Contractor is of the

opinion (with reasonable details of its reasons therefore) that the work

to which Completion Certificate refers has not been carried out in

accordance with the specifications with respect to the operability and

maintainability of the complex, and that the Owner should withhold the

Completion Certificate until rectification work as specified by the O&M

Contractor in the said advise notice has been carried out.

c) Upon issuance of Completion Certificate subject to clause 2.11(b) under

the construction Contracts, and with respect to the work to which such



78

Completion Certificate relates, or the Complex as the case may be, the

O&M Contractor shall be deemed to have waived any and all right to

claim that because of the specifications and construction of the

Complex the O&M Contractor is unable to startup, operate, shutdown

and maintain the Complex in accordance with this Contract, provided

that such waiver by the O&M Contractor shall apply to any claim or

defense by the O&M Contractor that the quality of materials utilized in

or the method or standard of workmanship employed on the

construction of the complex are such that the provision of the services

by the O&M Contractor hereunder is materially impaired or impeded

thereby and provided further that the foregoing shall be without

prejudice to the obligations of the O&M Contractor set out in the

Contract Agreement.

2.12 FURNITURE, FIXTURES, VEHICLES AND OTHER EQUIPMENT

The Owner shall ensure the availability as from the Operational phase, of all

such items and the miscellaneous plant items as deemed fit by the O&M

Contractor. All such items shall be in working condition and fit for the purpose

for which they are intended, shall be the property of the Owner and shall be

deemed part of the Complex for the purpose of the Contract Agreement.

I. Specific Requirements

The Contractor, as part of the Services, is responsible for:

A. Providing such trained personnel as is reasonably necessary to operate and

maintain the Project and provide the Services set forth in this Agreement.

B. Operating and maintaining the Project in accordance with (but not limited to)

the provision of power purchaser/water use as per established water regime.

C. Notwithstanding anything Contrary to provision of Energy Purchase

Agreement, as scheduled therein submitting Periodic Project Operating Plans to

owner. Not later than ninety (90) days prior to the first day of each Contract

Year, Operator will submit an Annual Project Operating Plan to Owner. In

addition to the requirements set forth in Sub-Clause 6.2 of GCC (Annual

Operating Budget and Plan), the Annual Project Operating Plan will detail

maintenance, outage, and overhaul schedules, Project staffing, known capital

and expense budget items, operating plans, and will provide the underlying

assumptions used in developing the proposed budgets and anticipated

availability for the period. Owner will review and approve the Annual Project

Operating Plan. Such approval will become the basis for reimbursement under

the Annual Budget.



79

D. Planning and managing on-site operations and maintenance activities,

including:

1. Assuring that operational goals and operating plans are consistent with the

Contractual requirement of applicable contracts.

2. Assuring that the Project is operated in accordance with this Agreement

and in a safe, reliable, efficient, and prudent manner.

3. Assuring that operations and maintenance personnel are trained and

qualified for their assigned responsibilities and tasks, and that such

qualification is maintained.

4. Assuring that the Project meets contract, regulatory, and environmental

requirements set forth in the Project Agreements or otherwise identified by

Owner or O&M Contractor.

5. Managing and controlling costs consistent with budget requirements.

6. Planning, scheduling and managing work and maintenance activities.

7. Defining and documenting operational technical requirements.

8. Defining and delineating responsibilities between O&M Contractor and

Owner and identifying reporting requirements.

9. Establishing labor relations and personnel programs that will meet federal

and provincial governments’ requirements and encourage employee

retention.

10. Maintaining a current inventory of materials and procuring all services,

spare parts, operational materials, consumables, office equipment, tools

and shop equipment, or any other items or materials required to operate or

maintain the Project. O&M Contractor will identify required items, cost,

and quantity and need date. The cost of any item or service shall be

reimbursed by Owner in accordance with this Agreement.

11. Controlling outages, both planned and unplanned, by using detailed and

integrated plans and schedules, and resource management.

12. Maintaining Project performance levels by using routine system and

component performance testing.

13. Maintaining a file of preplanned outage-related work to allow for efficient

use of any forced outage downtime.

14. Promptly notifying Owner in writing of any teardowns and overhauls of

major equipment or capital improvements that O&M Contractor believes

are necessary or advisable together with a proposed schedule for

completing such repairs or improvements.

E. Performing such other tasks which O&M Contractor deems appropriate, from

time to time, in connection with operation of the project with the approval

of/intimation to the owner as the case be.



80

Appendix–B to Bid NOTICES AND

COMMUNICATION PROTOCOLS

[This Appendix of notification and communication protocols should incorporate any

processes beyond those defined in Sub-Clause 15.7 for Notices required by the

Agreement and for other communications between Owner and O&M Contractor. The

protocols should include primary and alternate contact information. The protocols

should also define the procedures for O&M Contractor's communication and dealings

with certain third parties on Owner's behalf, as may be required under various other

Project Agreements or if the O&M Contractor is required to act as agent for the

Owner.]



81

Appendix–C to Bid WORKS/SERVICES TO BE

PERFORMED BY SUBCONTRACTORS

The Bidder will do the work with his own forces except the work listed below which

he intends to sub-contract.

Items of Work Name and address of Statement of similar

/Services to be Sub-Contractor works/services previously

Sub-Contracted executed (attach evidence)

Note:

1. No change of Sub-Contractor shall be made by the Bidder without prior

approval of the Owner.

2. The truthfulness and accuracy of the statement as to the experience of Sub-

Contractors is guaranteed by the Bidder. The Owner’s judgment shall be final

as to the evaluation of the experience of Sub-Contractors submitted by the

bidder.

3. Statement of similar works/Services shall include description, location & value

of work/services, year completed and name & address of the owners



82

Appendix–D to Bid METHOD OF PERFORMING THE SERVICES

The Bidder is required to submit a narrative outlining the method of performing the

Works/Services. The narrative should indicate in detail and include but not be limited

to:

The sequence and methods in which he proposes to carry out the Services,

including the number of shifts per day and hours per shift, he expects to work.

Method Of Performing O&M Services

The bidder is required to submit a narrative outlining the method of performing the

O&M Services. The narrative should indicate in detail and include but not be limited

to:

The proposed approach, methodology and work plan relating to O&M of

Plant.

General approach towards O&M Services

Reports

Forms and Formats for O&M Services

Inventory & Procurement Plans

Comments on TOR/Services to be provided

QA/QC HSE Plans

Details regarding mobilization in Pakistan, the type of facilities including personnel

accommodation, office accommodation, provision for maintenance and for storage,

communications, security and other services to be used.

Organization chart indicating head office & field office personnel involved in

management, supervision and engineering of the Services to be performed under

the Contract.



83

Appendix – E to Bid PROPOSED ORGANISATION

BIDDER’S PROPOSED OPERATION ORGANIZATION

1. The Bidder shall submit the proposed organizational structure in the form of

an organizational chart and description of responsibilities covering the

following, at least:

Management

Operation

Maintenance

Administration

Security

Accounting and General services.

Safety, Health and Environment

QA/QC

2. The Bidder shall list in this Schedule the key personnel he will employ from

Head office and for Site office to direct and execute the Works and perform

the Services, together with their names, qualifications, experience, positions

held and their nationalities.



84

Appendix – F to Bid INTEGRITY PACT

DECLARATION OF FEES, COMMISSION AND BROKERAGE ETC.

PAYABLE BY THE SUPPLIERS OF GOODS, SERVICES & WORKS IN

CONTRACTS WORTH RS. 10.00 MILLION OR MORE

Contract No.________________ Dated __________________

Contract Value: ________________

Contract Title: _________________

………………………………… [name of Contractor] hereby declares that it has not obtained

or induced the procurement of any contract, right, interest, privilege or other obligation or

benefit from Government of Pakistan (GoP) or any administrative subdivision or agency thereof

or any other entity owned or controlled by GoP through any corrupt business practice.

Without limiting the generality of the foregoing, [name of Contractor] represents and warrants

that it has fully declared the brokerage, commission, fees etc. paid or payable to anyone and

not given or agreed to give and shall not give or agree to give to anyone within or outside

Pakistan either directly or indirectly through any natural or juridical person, including its

affiliate, agent, associate, broker, consultant, director, promoter, shareholder, sponsor or

subsidiary, any commission, gratification, bribe, finder’s fee or kickback, whether described as

consultation fee or otherwise, with the object of obtaining or inducing the procurement of a

contract, right, interest, privilege or other obligation or benefit in whatsoever form from GoP,

except that which has been expressly declared pursuant hereto.

[name of Contractor] certifies that it has made and will make full disclosure of all agreements

and arrangements with all persons in respect of or related to the transaction with GoP and has

not taken any action or will not take any action to circumvent the above declaration,

representation or warranty.

[name of Contractor] accepts full responsibility and strict liability for making any false

declaration, not making full disclosure, misrepresenting facts or taking any action likely to

defeat the purpose of this declaration, representation and warranty. It agrees that any contract,

right, interest, privilege or other obligation or benefit obtained or procured as aforesaid shall,

without prejudice to any other rights and remedies available to GoP under any law, contract or

other instrument, be voidable at the option of GoP.

Notwithstanding any rights and remedies exercised by GoP in this regard, [name of Contractor]

agrees to indemnify GoP for any loss or damage incurred by it on account of its corrupt

business practices and further pay compensation to GoP in an amount equivalent to ten time the

sum of any commission, gratification, bribe, finder’s fee or kickback given by [name of

Contractor] as aforesaid for the purpose of obtaining or inducing the procurement of any

contract, right, interest, privilege or other obligation or benefit in whatsoever form from GoP.

Name of Owner: ……………… Name of O&M Contractor: …………

Signature: …………………… Signature: …………………………

[Seal] [Seal]



85

SECTION - 5

FINANCIAL BID (ENVELOPE – II)



86

FORM OF FINANCIAL BID

(LETTER OF OFFER)

Bid Reference No. ________________

________________________________________

________________________________________

(Name of Works/Services)

To:

_______________________________

_______________________________

_______________________________

Gentlemen,

1. Having examined the Bidding Documents including Instructions to Bidders, Conditions

of Contract, Specifications, Drawings, Schedule of Prices and Addenda Nos.

_________________________ for the execution of the above-named Works/Services,

we, the undersigned, being a company doing business under the name of and address

______________________________________________

__________________________________________________________________

and being duly incorporated under the laws of ____________________________

hereby offer to execute and complete such Works/Services and remedy any defects

therein in conformity with the said Documents including Addenda thereto for the Total

Bid Price comprising Foreign Currency Component of ______________

(______________________________________________________________) and in

Local Currency Component of Rs. ____________________________

(___________________________________________________) inclusive of all taxes

or such other sum as may be ascertained in accordance with the said Documents.

2. We understand that all the Schedules attached hereto form part of this Bid.

3. We undertake, if our Bid is accepted, to commence the Works/Services and to deliver

and complete the whole of the Works/Services comprised in the Contract within the

time stated in the Conditions of Contract (PCC 1.2).

4. We agree to abide by this Bid for the period of ______ days from the date fixed for

receiving the same and it shall remain binding upon us and may be accepted at any time

before the expiration of that period.

5. Unless and until a formal Agreement is prepared and executed, this Bid, together with

your written acceptance thereof, shall constitute a binding contract between us.

6. We undertake, if our Bid is accepted, to execute the Performance Security referred to in

Sub-Clause 15.15 of Conditions of Contract for the due performance of the Contract.

7. We understand that you are not bound to accept the lowest or any Bid you may receive.

8. We do hereby declare that the Bid is made without any collusion, comparison of figures

or arrangement with any other Bidder making a Bid for the Works/Services.



87

19. We confirm, if our Bid is accepted, that all partners of the joint venture shall be liable

jointly and severally for the execution of the Contract and the composition or the

constitution of the joint venture shall not be altered without the prior consent of the

Owner. (Please delete in case of Bid from a single firm).

Dated this ______________________day of ___________________20______

Signature _______________ in the capacity of _______________________duly

authorized to sign bids for and on behalf of ____________________________

(Name of Bidder in Block Capitals)

(Seal)

Address

________________________________________________________________

________________________________________________________________

________________________________________________________________

Witness:

(Signature)_______________________________________________________

(Name)_________________________________________________________

Address:________________________________________________________

________________________________________________________________

Occupation______________________________________________________



88

APPENDIX–G TO BID REIMBURSABLE COSTS

A. Reimbursable Cost items shall be paid to O&M Contractor in accordance with the

requirements of Clauses 5 and 7 or 8 of GCC, as required. Reimbursable Costs may include

the following:

1. Labor costs, including allowances for payroll, taxes excluding income tax, bonuses

and benefits

2. Spare and replacement parts

3. All material, tools and equipment necessary to operate and maintain the Project

4. Chemicals

5. Lubricants (including proper disposal costs)

6. Specialized instrumentation and calibration equipment

7. Rigging and handling equipment

8. Consumables and general supplies

9. Cleaning supplies

10. Shop equipment installed in the project

11. Authorized leased equipment

12. Specialized test and calibration charges where required.

13. Major equipment overhauls

14. Building repairs and maintenance (not caused by contractors under the Project

Agreements).

15. Taxes (excluding income tax) required to be paid by O&M Contractor

16. Costs related to training of plant personnel employed by the owner

17. Consultants' fees and expenses, if incorporated in the Annual Budget or otherwise

approved in advance by Owner.

18. Sub-contract services, if incorporated in the Annual Budget or otherwise approved

in advance by Owner.

B. The following will be Reimbursable Costs when specifically related to Project support:

1. Office supplies

2. Office equipment and furniture

3. Telephone and other communication service charges

4. Freight and express mail charges

5. Janitorial, cleaning, and grounds keeping services

All Services by O&M Contractor that support Project activities and all Reimbursable Costs

shall be approved by Owner, through the Annual Budget or otherwise, prior to implementation

by O&M Contractor.



89

FIN – I SUMMARY OF PROPOSAL PRICE



90

SUMMARY OF PROPOSAL PRICE

The Bidder shall fill the following table from the costs quoted in the Forms FIN-II to FIN-

IV for summarizing the complete Proposal Price inclusive of all applicable taxes, offered for

two (02) years of O&M services.

SUMMARY OF PROPOSAL PRICE

Sr.

No.

Description

Cost (Rs.)

1.

Fixed Component

a

Salary Cost per annum

b

Fixed Component for two (02) years (2x1a)

2.

Variable Component

a

Recurring(Reimbursable) Cost per annum

b Consumable materials and services per annum

c Variable component for two (02) years (2x2a+2x2b)

3.

One Time Cost

a

One time Cost as quoted in FIN-IV (Rs.)

4. Total Proposal Price for O&M Services for two

(02) years (1b+2c+3a)



91

FIN – II SALARY COST



92

SALARY COST

The mentioned staff is indicative in nature except key personnel. The bidder may

propose positions/staff different from list given below to perform the O&M services

satisfactorily. It is mandatory that Bidder shall fill in the following table as per bidder’s

O&M staff.

1. SALARY COST

S.

No.

Positions

No. of

Staff

Proposed

Monthly

Salary

Social &

Insurance

charges

Overhead

charges

Technical

Fee

Sub Total

{(4)+(5)+(6)+(7)}

Total

Billing

Rates

per

month

(3)x(8)

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

1 Plant Manager 1 2 Operation Engineers 1 3 Electrical Maintenance Engineer 1 4 Mechanical Maintenance Engineer 1 5 Sub-Engineer I&C 1 6 Plant Operators 4 7 Machine Attendants (Operation) 6 8 Foreman (E&M) 1 9 Crane Operators 1 10 Welder 1 11 Fitter 2 12 Electrician 2 13 Attendants (Maintenance) 2 14 Office/Security Manager 1 15 HSE Inspector 1 16 Accountant 1 17 Dispenser 1 18 Store Keeper 1 19 Purchase Officer 1 20 Computer Operator 1 21 Record Keeper 1 22 Drivers 2 23 Security Guards 10 24 Office Boy 2 25 Cleaners (Power House) 1 26 Gardeners 1 27 Sanitary workers 1

Total Salary Cost per month (Rs.)

Total Salary Cost per annum (Rs.)



93

FIN – III RECURRING COST



94

RECURRING COST

The Bidder shall fill the following table by offering prices for the mentioned items, at least:

2A. RECURRING (REIMBURSABLE) COST

S. No.

Description Cost

(Rs.) 1 O & M of Vehicles (POL, repair & maintenance)

2 Telephone, mobile and Fax Charges

3 Postage & Courier etc.

4 Stationary

5 Printing etc.

6 Head Office rental accommodation, furniture, electricity, water supply and gas

Charges

7 Office furnished accommodation for the staff at project site (to be provided by

Owner)

NA

8 Residential furnished accommodation at project site (to be provided by

Owner)

NA

9 Project Site Utilities like electricity, water supply and gas (to be provided by

Owner)

NA

10 T & P for Power Plant, Switch Yard and Intake Equipment etc.

11 Operational Cost of Dispensary Including First Aid/Medicine

12 TA/DA

13 Contingencies

Total Recurring (Reimbursable) Cost per month (Rs.)

Total Recurring (Reimbursable) Cost per annum (Rs.)



95

2B. DETAILS OF CONSUMABLE MATERIALS AND SERVICES FOR

ONE (01) YEAR

1 Lubricants ( oil and greases of specified brands)

2 Fuel for emergency D.G sets.

3 Welding electrodes, gases and other welding material.

4 Wire ropes, shackles and eye bolts etc.

5 Grinding discs / cups / cones etc.

6 Gaskets / rings / sealing compound etc.

7 Kerosene oil / thinner / other cleaning detergent.

8 Filters/ cartridges etc.

9 Pipe fittings including all accessories.

10 Hose pipe.

11 Epoxy and enamel paints / varnishes.

12 PVC cables / fuses /Lamps / Bulbs / chokes etc.

13 LV cables including accessories.

14 Indication / Annunciation bulbs.

15 Insulation varnishes / material.

16 Electrical motors winding materials.

17 Hard hats /gum boots/ hand gloves / dangries / safety belts and other safety

material.

18 Dusters / cotton rags etc.

19 Up keeping of firefighting equipment etc.

20 Minor repair and maintenance relating to civil works of Colony, Office buildings,

roads, structures, etc. 21 Hiring of cranes, compressors and others

22 Security arsenal, ammunition, equipments, etc

23 Plantation, Gardening, pesticides, etc

24 Painting, white wash, etc

25 Cleaning and waste disposal

26 Training and inspection

27 Taxes, duties and others

28 Unforeseen and others.

Recurring (Consumable) cost LUMP SUMP per annum (Rs.)

Total Recurring cost per annum (2A+2B) (Rs.) =



96

FIN – IV ONE TIME COST



97

ONE TIME COST

The Bidder shall fill the following table by offering prices for the mentioned items, at

least:

3. ONE TIME

(REIMBURSABLE) COST

Sr. No.

Description Cost

(Rs.)

1 Head Office Equipments

a. Computer along with printer and other accessories 01 No.

b. Air Conditioner (Split Unit) 01 Nos.

c. Fax Machine 01 No.

d. PABX 02 lines.

e. Office Furniture

2 Site Office Equipment

a. Furniture for different site offices, dispensary, rest house, etc.

b. Photocopier 01 Nos.

c. Fax Machine 01 Nos.

d. Tools and Plant (Give description)

3 Vehicles

a. Pick Up 01 No. 2400-2600 cc Diesel (Store & maintenance duty)

b. Motorcycle 01 No. 70 cc (Security)

Total One Time Cost (Rs.)



98

SECTION 6

GENERAL CONDITIONS

OF

CONTRACT



99

GENERAL CONDITIONS OF CONTRACT

CLAUSE 1 AGREEMENT

1.1 AGREEMENT

This Agreement consists of the terms and conditions set forth in the sections

captioned by numbered clause designations (“Clauses”) and the following

appendices, which are incorporated and made part of this Agreement by this

reference and are included in any reference to this Agreement:

Appendix A - Scope of Services

Appendix B -Notices and Communication Protocols

Appendix C - Works to be performed by Subcontractors/O&M Contractor

Appendix D- Method of Performing the Works

Appendix E- Proposed Organization

Appendix F- Integrity Pact

Appendix G - Reimbursable Costs

If the terms and conditions of the Clauses of this Agreement vary or are

inconsistent with any portion of the Appendices, the terms of the Clauses this

Agreement shall control and be given priority, and the provisions of the

Appendices shall be subject to the terms of the Clauses. This Agreement

contains the entire agreement between the parties and supersedes all prior

agreements, whether oral or written, between the parties with respect to the

subject matter of this Agreement. Neither party will be bound by or be deemed

to have made any

representations, warranties, commitments or other undertakings with respect to

the subject matter of this Agreement that are not contained in this Agreement.

1.2 EFFECTIVE DATE AND TERM

This Agreement shall be effective and shall govern the rights and obligations of

the parties from and after the date of this Agreement for a period as mentioned

in PCC.

1.3 RELATIONSHIP OF THE PARTIES

Operator has been retained by Owner as an independent contractor to operate,

maintain and manage the Project on behalf of Owner, in accordance with

Prudent Utility Practice and the requirements of the Project Agreements.



100

Owner has delegated to Operator overall responsibility for operating,

maintaining and managing the Project to ensure that the Project is available for

its function namely as provided in PCC for Owner and meets all requirements

under the Project Agreements. Neither Operator nor any of its employees,

subcontractors or agents shall be deemed to have any other status, except that

Operator is the agent of Owner to the limited extent that this Agreement

expressly grants Operator the authority to act on behalf of Owner.

1.4 REPRESENTATIVES

Owner and Operator shall each designate a representative ("Designated

Representative") to act on its behalf in overseeing the performance of this

Agreement. Owner and Operator may change their respective Designated

Representatives upon written notice to the other party given as provided in this

Agreement. Designated Representatives shall be the primary means for

communication and all other interactions between Owner and Operator that are

required under this Agreement. Designated Representatives shall have the

power and authority to bind their respective principals under the terms of this

Agreement, with any required internal corporate approvals with respect to such

authority being the responsibility of each representative to obtain from his or

her principal.

1.5 INTEGRITY PACT

For Contracts of worth Rupee ten million or more, which relate to federal

finance, the Integrity Pact duly signed between the Operator

(Contractor/supplier) shall be binding till completion of the contract. In other

cases, this Sub-Clause 1.5 of the Agreement is not applicable.

CLAUSE 2 DEFINITIONS

Unless otherwise required by the context in which a defined term appears, the

following terms shall have the meanings specified in this Clause 2. Terms that

are defined in other Clauses shall have the meanings given to them in those

Clauses.

"Annual Project Operating Plan" has the meaning set forth in Sub-Clause 6.2.

"Annual Operating Fee" means an annual operating fee paid to Operator during

each Contract Year as set forth in Sub-Clause 5.2.



101

"Annual Budget" has the meaning set forth in Sub-Clause 6.2

"Bankruptcy" means a situation in which (i) a party’s actions under applicable

debtor relief laws demonstrate an inability to pay its debts as they mature or a

need for protection from its creditors; (ii) a court of competent jurisdiction

approves a petition filed against a party, which petition sought relief for the

party’s creditors, and the action of the court remains in effect for an aggregated

period of 60 days (whether or not consecutive); (iii) a party admits in writing its

inability to pay its debts as they mature; (iv) a party gives notice to any person

or entity of its current (or pending) insolvency or suspension of operations; or

(v) a party makes an assignment for the benefit of creditors or takes other

similar action for the protection or benefit of its creditors.

"Business Day" means any day other than a Sunday or any other day on which

commercial banks are authorized or required to close the business as mentioned

in PCC.

"Contract Year" means: (i) for the first Contract Year, that period from the date

of this Agreement to and including June 30 of such year; and (ii) for each

Contract Year thereafter, the fiscal year.

"Five-Year Budget" has the meaning set forth in Sub-Clause 6.2(e).

"Force Majeure Event" means an event, condition or circumstance beyond the

reasonable control of, and not due to the fault or negligence of, the party

affected, and which could not have been avoided by due diligence and use of

reasonable efforts, which prevents the performance by such affected party of its

obligations hereunder; provided, that a "Force Majeure Event" shall not be

deemed to have occurred or to be continuing unless the party claiming Force

Majeure complies with the requirements of Sub-Clause 15.3 (Force Majeure).

Subject to the foregoing, "Force Majeure Event" shall include, as to either

party, explosion and fire (in either case to the extent not attributable to the

negligence of the affected party), flood, earthquake, storm or other natural

calamity or act of God, strike or other labor dispute, war, insurrection or riot,

actions or failures to act by governmental entities or officials, failure to obtain

governmental permits or

approvals (despite timely application thereof and due diligence) and changes in

laws, rules, regulations, orders or ordinances affecting operation of the Project,

which events were not pending on the date of this Agreement.



102

"Operating Manuals" means the operating data, design as-built drawings,

specifications, vendors' manuals, warranty requirements, procedures (including

those for maintenance of the Project and environmental and safety compliance),

and similar materials with respect to the Project.

"Procedures Manual" has the meaning set forth in Clause 6.1.

"Project" means the project as mentioned in PCC and related assets, together

with other facilities and related assets, to be constructed on certain real

property, as mentioned in PCC.

"Project Agreements" means the agreements relating to the Project, as

mentioned in PCC, Interconnection Agreement, this Agreement and all other

agreements applicable to the Project, permits, and licenses required for the

operation, maintenance and management of the Project, as identified in writing

by Owner.

"Prudent Utility Practice" means (i) any of the practices, methods, and acts

engaged in or approved by a significant portion of the project related industry

in the country and geographic region where the Project is located during the

relevant time period, or (ii) practices, methods and acts that, in the exercise of

reasonable judgment on the facts known (or that reasonably should have been

known) at the time a decision was made, could have been expected to

accomplish the desired result at a reasonable cost consistent with good business

practices, reliability, safety and expedition.

"Reference Rate" means the discount rate published by the State Bank of

Pakistan from time to time.

"Reimbursable Costs" has the meaning set forth in Sub-Clause 5.3.

"Services" has the meaning set forth in Sub-Clause 3.1.

CLAUSE 3 SERVICES

3.1 SCOPE OF SERVICES

Operator shall (i) operate, maintain and manage the Project on behalf of Owner

(“Services”) and (ii) also perform the specific duties set forth in this Agreement

if they are not otherwise required by the standards defined in Sub-Clause 3.2.



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3.2 STANDARDS FOR PERFORMANCE OF THE SERVICES.

Operator shall perform the Services required under this Agreement, including

those set forth in Appendix A, in a prudent, reasonable, and efficient manner

and in accordance with (i) Operating Manuals, the Administrative Procedures

Manual and applicable vendor warranties, (ii) the applicable Annual Project

Operating Plan and Annual Budget, (iii) all applicable Laws, (iv) Prudent

Utility Practices, (v) the Project Agreements, (vi) the requirements of any

System Operator. Operator shall use all reasonable efforts to optimize the

useful life of the Project and to minimize Reimbursable Costs and Project

outages or other unavailability.

3.3 OPERATOR’S PERSONNEL STANDARDS

Operator shall provide as reasonably necessary all labor and professional,

supervisory and managerial personnel as are required to perform the Services.

Such personnel shall be qualified to perform the duties to which they are

assigned and shall meet any requirements for Project personnel under the

Project Agreements. All individuals employed by Operator to perform the

Services shall be employees of Operator, and their working hours, rates of

compensation and all other matters relating to their employment shall be

determined solely by Operator (subject to Owner’s approval rights with respect

to the Annual Budget). With respect to labor matters, hiring personnel, and

employment policies, Operator shall comply with all applicable Laws.

Operator also shall act in a reasonable manner that is consistent with the intent

and purpose of this Agreement and with Operator’s acknowledgment (hereby

given) that Operator has no authority to enter into any contracts with respect to

labor matters that purport to bind or otherwise obligate Owner.

3.4 COMPLIANCE

Operator shall comply with all Laws applicable to the operation, maintenance

and management of the Project and the performance of the Services. Operator

shall apply for and obtain, and Owner shall assist Operator in applying for and

obtaining, all necessary permits, licenses and approvals (and renewals of the

same) required to allow Operator to do business or perform the Services in the

jurisdictions where the Services are to be performed. Operator shall provide

reasonably necessary assistance to Owner, to secure permits, licenses, and

approvals (and renewals of the same) that Owner is required to obtain from or

file with any governmental agency regarding the Project. Operator also shall



104

file such reports, notices, and other communications as may be required by any

governmental agency regarding the Project.

3.5 OPERATING RECORDS AND REPORTS

Operator shall maintain, at a location acceptable to Owner, the Project

operating logs, records, and reports that document the operation and

maintenance of the

Project, all in form and substance sufficient to meet Owner's reporting

requirements under the Project Agreements. Operator shall maintain current

revisions of drawings, specifications, lists, clarifications and other materials

related to operation and maintenance of the Project provided to Operator by

Owner and vendors. Operator shall provide Owner reasonably necessary

assistance in connection with Owner's compliance with reporting requirements

under the Project Agreements, applicable Laws or any other agreement to

which Owner is a party relating to the Project. Such assistance shall include

providing reports, records, logs and other information that Owner may

reasonably request as to the Project or its operation.

3.6 NO LIENS OR ENCUMBRANCES

Operator shall maintain the Project free and clear of all liens and encumbrances

resulting from any action of Operator or work done at the request of Operator,

except for such liens or encumbrances that result directly from nonpayment by

Owner of amounts due and owing to Operator under this Agreement.

3.7 NO ACTION

Except where such action is expressly permitted by this Agreement, Operator

shall not take any action that would cause a default under any Project

Agreement.

3.8 EMERGENCY ACTION

If an emergency endangering the safety or protection of persons, the Project, or

property located near the Project occurs, Operator shall promptly notify Owner

and take all necessary action to attempt to prevent or mitigate any such

threatened damage, injury or loss. Operator shall make reasonable efforts to

minimize any cost associated with remedial action in case of such an

emergency.

3.9 ACTION IN EXTRAORDINARY CIRCUMSTANCES



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In the event that:

(A) The Project or major Project equipment suffers an unplanned outage (or

Operator reasonably believes that such an occurrence is imminent), and (B)

Operator has made reasonable, but unsuccessful, efforts to notify and

communicate with Owner regarding such occurrence or imminent occurrence in

accordance with the terms of this Agreement, then Operator shall: (i) take all

necessary action to prevent or to mitigate such unplanned outage, (ii) make

reasonable efforts to minimize any cost associated with such remedial action,

(iii) continue to attempt to notify and communicate with Owner regarding the

occurrence and the remedial action, and (iv) not expend for such purposes more

than an aggregate as mentioned in PCC in any Contract Year.

CLAUSE 4 OWNER RESPONSIBILITIES

4.1 INFORMATION

Owner shall provide Operator with all vendor manuals, spare parts lists, Project

data books and drawings which are provided to Owner pursuant to any Project

Agreement or by any contractor responsible for construction, installation, repair

or maintenance of the Project or a part thereof. Subject to the standards of

performance set forth in Sub-Clause 3.2, Operator shall be entitled to rely upon

such information in performance of the Services. Owner shall also provide

Operator with copies of all Project Agreements and any amendments thereto

and any other documents that define the Project's operating requirements.

4.2 OVERHAUL OF MAJOR EQUIPMENT AND CAPITAL IMPROVEMENT

The cost of all major equipment teardowns and overhauls and all capital

improvements shall be the responsibility of Owner. Operator shall promptly

notify Owner in writing of any such teardowns and overhauls of major

equipment or capital improvements that Operator believes are necessary or

advisable together with a proposed schedule for completing such repairs or

improvements. To the extent reasonably possible, the costs of all major

equipment teardowns and overhauls and all capital improvements shall be

incorporated into the applicable Annual Budget. If such costs have been

incorporated into the applicable approved Annual Budget, or if Owner has

otherwise consented in writing to reimburse Operator for such costs, Operator

shall schedule, coordinate, contract and oversee the performance of such

activities. Operator also shall be responsible for monitoring and enforcing

contract compliance by the contractor performing such work, including taking



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such steps, short of litigation, to enforce any warranties granted to Owner by

such contractor.

4.3 ANNUAL BUDGET AND PROJECT OPERATING PLAN

In accordance with Clause 6, Owner shall be responsible for approval of the

Annual Budget, the Annual Project Operating Plan and the Five-Year Budget.

CLAUSE 5 COMPENSATION AND PAYMENT

5.1 PAYMENTS

As compensation to Operator for performance of the Services hereunder,

Owner shall pay Operator the Annual Operating Fee (or a pro rata portion

thereof in the case of a Contract Year of less than 12 months). In addition,

Owner shall (at Owner’s Option) either (i) reimburse Operator, in the manner

and at the times specified in this Clause 5 and Appendix B, as modified from

time to time, for all Reimbursable Costs or (ii) pay such Reimbursable Costs

directly to the applicable third parties.

5.2 ANNUAL OPERATING FEE

For the first Contract Year and each subsequent Contract Year, Owner shall pay

to Operator the sum as mentioned in PCC per month of the Contract Year, for

an annual fee as mentioned in PCC (the "Annual Operating Fee"). Beginning

on the first day of the second Contract Year and on the first day of each

Contract Year thereafter, the Annual Operating Fee (and the corresponding

monthly operating fee) shall be adjusted to reflect changes as mentioned in

PCC.

5.3 REIMBURSABLE COSTS

Owner shall reimburse Operator for all costs incurred by Operator in

performing the Services, including the costs set forth in Appendix G

(collectively, the "Reimbursable Costs"). Owner’s obligation under this

provision is subject to (i) Owner's express approval of the costs as part of an

Annual Budget or separately in writing, or (ii) Operator incurring costs in

accordance with Sub-Clauses 3.8 (Emergency), 3.9 (Extraordinary

Circumstances). Expenditures made by Operator in excess of the Annual

Budget that are required to comply with any Law applicable to the Services or



107

to the Project, shall be approved and reimbursed by Owner. Subject to Owner's

right to modify the provisions of this Sub-Clause 5.3 from time to time. Owner

shall pay Reimbursable Costs as follows:

(a) Owner will advance to Operator on a mutually agreed basis, funds

required for given Operator to make payments as they become due in

accordance with the Annual Budget. Not less than fifteen (15) days

before the first day of each calendar month during the term of this

Agreement, Operator shall submit to Owner an estimate of funds

required for such month, which estimate shall be in accordance with the

Annual Budget. Owner shall pay to Operator the amount of such

estimate prior to the time such funds are required by Operator. Such

advances shall be deposited in a separate account in Operator's name, as

agent for Owner, in a scheduled Bank of Pakistan, subject to withdrawal

by Operator solely for the purpose of making required payments.

Within fifteen (15) days of the end of each month, Operator shall submit

to Owner a statement of receipts and disbursements, in detail

satisfactory to Owner, together with supporting documentation.

(b) Operator shall not incur Reimbursable Costs unless they are incurred in

accordance with the applicable Annual Budget, or are permitted by Sub

Clauses 3.8 (Emergency), 3.9 (Extraordinary Circumstances). If

Operator becomes aware that Reimbursable Costs exceed or will exceed

the amount provided in the applicable Annual Budget by 5% or more,

Operator shall use all reasonable efforts to notify Owner within ten (10)

days and shall not, without Owner's approval to amend the applicable

Annual Budget or Owner’s authorization for Operator to make such

expenditure, perform any further Services that will cause or increase a

budget overrun, except as provided in Sub-Clauses 3.8 (Emergency),

3.9 (Extraordinary Circumstances). If Owner refuses to authorize

expenditures in excess of the Annual Budget, Operator shall be relieved

of those duties or obligations of this Agreement that cannot be

performed without the expenditures Owner refuses to approve.

(c) In all cases, Operator shall use reasonable commercial efforts to

mitigate any adverse effect from Owner's refusal to authorize

expenditures in excess of the Annual Budget. Owner’s reimbursement

of any cost related to the Services shall not be construed as Owner's

approval or acceptance of the Services.

5.4 ADJUSTMENT AND CONDITIONS



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Notwithstanding the payment of any amount pursuant to the foregoing

provisions, Owner shall remain entitled to conduct a subsequent audit and

review of all Reimbursable Costs incurred and paid by Owner and of any

supporting documentation for a period of two 2 years after the applicable

Contract Year. If such audit and review shows that any amount previously paid

by Owner to Operator did not constitute a Reimbursable Cost, Owner may (a)

recover such amount from Operator, plus interest at the Reference Rate,

calculated from the date the audit commenced, or (b) deduct such amount from

any payment that thereafter may become due to Operator.

5.5 BILLING AND PAYMENT

Within 15 days following the end of each month, Operator shall submit the

receipts and disbursements showing Reimbursable Costs for such month in

accordance with Sub-Clause 5.3(a). Within 15 days after receipt of any such

invoice, Owner shall:

(a) pay Operator the sum specified in such invoice, less (i) any amounts

previously deposited with Operator relating to such invoice as well as

net interest (if any) earned on the bank deposit, and (ii) any portion of

such

invoice amount that Owner disputes in good faith or is permitted to

offset under this Agreement; and

(b) with respect to any disputed portion of such invoice, provide Operator

with a written statement explaining, in reasonable detail, the basis for

such dispute. The parties shall attempt to resolve any such disputed

portion in accordance with Clause 14.

CLAUSE 6 PROCEDURES, PLANS AND REPORTING

6.1 PROCEDURES MANUAL

The parties have approved a procedures manual that includes procedures for (i)

reporting and correspondence pursuant to this Agreement, (ii) procurement and

contracting, and (iii) accounting, bookkeeping and record-keeping ("Procedures

Manual"). The Procedures Manual shall govern the covered activities of

Operator for the term of this Agreement, subject to such revision and

amendment as agreed in writing by Owner and Operator.



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6.2 ANNUAL PROJECT OPERATING BUDGET AND PLAN

(a) Proposal: At least ninety (90) days before the beginning of each

Contract Year, Operator shall prepare and submit to Owner a proposed

annual budget for the Contract Year, established on a monthly basis.

The proposed annual budget shall include separate operating and capital

budgets. The proposed annual budget shall also set forth, in detail

acceptable to Owner, (i) anticipated operations, repairs and capital

improvements, (ii) maintenance and overhaul schedules, (iii) planned

procurement (including equipment, spare parts, and consumable

inventories), (iv) labor activities (including staffing, labor rates, and

holidays), (v) administrative activities, and (vi) other work proposed to

be undertaken by Operator, together with an itemized estimate of all

Reimbursable Costs to be incurred. Each proposed annual budget shall

be accompanied by a proposed annual operating plan setting forth the

assumptions and implementation plans underlying the proposed annual

budget. Any actions to be performed by Operator under the proposed

annual operating plan shall be consistent with Operator's obligations set

forth in this Agreement.

(b) Adoption: Owner shall review Operator's proposed annual budget and

annual operating plan within thirty (30) days following receipt of the

proposals. Owner may, by written request, propose changes, additions,

deletions and modifications to the proposals. If requested by Operator,

Owner shall provide Operator any cost information in Owner's

possession from previous Contract Years applicable to items in the

proposed annual budget. Owner and Operator will then meet and use

their reasonable commercial efforts to agree upon a final budget and

plan (the "Annual Budget" and "Annual Project Operating Plan",

respectively), which shall be approved in writing by both parties.

Except to the extent that the terms of Sub-Clause 3.8 and 3.9 permit

Operator to take actions which are outside the final Annual Budget

without the consent of Owner, the final Annual Budget and Annual

Project Operating Plan shall remain in effect throughout the applicable

Contract Year, subject to revisions and amendments proposed by either

party and consented to in writing by the other party.

(c) Changes: Operator shall notify Owner as soon as reasonably possible of

any significant deviations or discrepancies from the projections

contained in the Annual Budget or Annual Project Operating Plan.



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(d) Failure to Adopt: If, by the first day of any Contract Year after the first

Contract Year, the parties are unable to reach agreement concerning any

item or portion of the Annual Budget for such Contract Year, then the

amount(s) of such item or portion of the Annual Budget for such

Contract Year shall be equal to 105% of the amount for the

corresponding item or portion of the Annual Budget for the preceding

Contract Year. (e) Five-Year Budget. At least ninety (90) days before

the first day of each Contract Year, Operator shall prepare and submit to

Owner a proposed budget for the next 5 Contract Years or the

remaining term of the Agreement, whichever period is shorter. The

proposed five-year budget shall be established on an annual basis and

shall include separate operating and capital budgets. The proposed five-

year budget shall also set forth, in detail acceptable to Owner, (i)

anticipated operations, repairs and capital improvements; (ii)

maintenance and overhaul schedules; (iii) planned procurement

(including equipment, spare parts, and consumable inventories); (iv)

labor activities (including staffing, labor rates, and holidays); (v)

administrative activities; and (vi) other work proposed to be undertaken

by Operator, together with an itemized estimate of all Reimbursable

Costs to be incurred, accompanied by the underlying assumptions and

implementation plans of the proposed five-year budget. Owner shall

review Operator's proposed five-year budget within 30 days following

receipt of the proposal. Owner may, by written request, propose

changes, additions, deletions and modifications to the proposals. Owner

and Operator will then meet and use their reasonable commercial efforts

to agree upon a final five-year budget (the "Five Year Budget"), which

shall be approved in writing by both Parties. If a final Five-Year Budget

is not approved in its entirety by both parties, the proposed five-year

budget submitted by Operator, together with Owner's final suggested

changes, additions, deletions and modifications shall serve as the Five

Year Budget. The Five Year Budget shall be used only for planning

and comparison purposes, and shall not constrain Operator in its actions

or expenditures, provided, however, that Operator shall be required to

conform in its operations to the Annual Budget and Annual Project

Operating Plan as provided in this Agreement.

6.3 OPERATING DATA AND RECORDS

Operator shall monitor and record all operating data and information that (i)

Owner must report to any person or entity under any Project Agreement, (ii)

Owner must report to any government agency or other person or entity under

applicable Laws and (iii) Owner reasonably requests. Operator shall report



111

required or requested operating data and information to Owner as specified by

Owner to support monthly invoicing under the Project Agreements, and within

fifteen (15) Calendar Days following a request by Owner. Operating data to be

reported include information from operating (logs, meter and gauge readings)

and maintenance records.

6.4 ACCOUNTS AND REPORTS

Operator shall cooperate with Owner in complying with reporting requirements

set forth in the Project Agreements and shall, during the term of this

Agreement, furnish or cause to be furnished to Owner the following reports

concerning the Project operations and the Services:

(a) Monthly Reports: Within ten (10) calendar days following the last day

of each calendar month, Operator shall submit: (i) a progress report, in

detail acceptable to Owner, covering all activities during such month

with respect to operations and maintenance (including information

regarding the inputs and outputs of the project / facility.

(Specify) capital improvements, labor relations, other significant

matters, and Services. The monthly report shall include a comparison

of such items to the corresponding values for the preceding month and

for the corresponding portion of the previous Contract Year, a listing of

any significant operating problems along with immediately planned

remedial actions, and a brief summary of major activities planned for

the next reporting period, and (ii) a statement setting forth all

Reimbursable Costs paid or incurred in such month, which statement

shall itemize, in detail acceptable to Owner, the computation of such

Reimbursable Costs including documentary evidence and shall state

whether or not the Project operations have conformed to the applicable

Annual Project Operating Plan and Annual Budget during such

reporting period and if not, the extent and reasons for any deviation and

the planned remedial action.

(b) Annual Reports: As soon as available, and in any event within sixty

(60) days after the end of each Contract Year, Operator shall submit an

annual report describing, in detail substantially similar to that contained

in the monthly reports referred to in Sub-Clause 6.4(a), the Project

activities and operating data for such Contract Year. The annual report

shall present a comparison of such Project activities and operating data

with the goals set forth in the Annual Project Operating Plan and

Annual Budget for such Contract Year, and with those achieved during

the preceding Contract Year (if applicable) and an explanation of any



112

substantial deviations. Within thirty (30) days after submission of each

annual report, Operator shall meet with Owner to review and discuss the

report and any other aspects of Project operations that Owner may wish

to discuss. (c) Litigation, Permit Lapses: Upon obtaining knowledge

thereof, Operator shall promptly notify Owner in writing of: (i) any

event of default under any of the Project Agreements; (ii) any litigation,

claims, disputes or actions, threatened or filed, concerning the Project or

the Services; (iii) any refusal or threatened refusal to grant, renew or

extend (or any action pending or threatened that might affect the

granting, renewal or extension of) any license, permit, warranty,

approval, authorization or consent relating to the Project or the

Services; and (iv) any dispute with any governmental authority relating

to the Project or the Services. (d) Other Information: Operator shall

promptly submit to Owner any material information concerning new or

significant aspects of the Project's activities and, upon Owner's request,

shall promptly submit any other information concerning the Project or

the Services.

6.5 ADDITIONAL COMMUNICATIONS

Operator shall communicate certain additional events specified in Appendix C

to Owner and third parties in accordance with the communication protocols set

forth in Appendix C to this Agreement.

CLAUSE 7 LIMITATIONS ON AUTHORITY

7.1 GENERAL LIMITATIONS

Notwithstanding any provision in this Agreement to the contrary, unless

previously approved by Owner in writing or through Owner's approval of the

Annual Budget, Operator and any employee, representative, contractor or other

agent of Operator are prohibited from taking the specified actions with respect

to the matters indicated below.

(a) Disposition of Assets: Sell, lease, pledge, mortgage, convey, or make

any license, exchange or other transfer or disposition of any property or

assets of Owner, including any property or assets purchased by Operator

where the purchase cost is a Reimbursable Cost;



113

(b) Contract: Make, enter into, execute, amend, modify or supplement any

contract or agreement (i) on behalf of, in the name of, or purporting to

bind Owner or (ii) that prohibits or otherwise restricts Operator's right to

assign such contract or agreement to Owner at any time; (c)

Expenditures: Make or consent or agree to make any expenditure for

equipment, materials, assets or other items which would be a

Reimbursable Cost, except in conformity with the Annual Budget;

provided, however, that solely in connection with actions taken by

Operator pursuant to Sub Clauses 3.8 (Emergency), 3.9 (Extraordinary

Circumstances), Operator may, without prior approval from Owner,

make limited expenditures outside the Annual Budget in accordance

with those provisions;

(c) Other Actions: Take or agree to take any other action that materially

varies from the applicable Annual Project Operating Plan, Annual

Budget or the requirements of any Project Agreement;

(d) Lawsuits and Settlements: Settle, compromise, assign, pledge, transfer,

release or consent to the compromise, assignment, pledge, transfer or

release of, any claim, suit, debt, demand or judgment against or due by,

Owner or Operator, the cost of which, in the case of Operator, would be

a Reimbursable Cost hereunder, or submit any such claim, dispute or

controversy to arbitration or judicial process, or stipulate in respect

thereof to a judgment, or consent to do the same;

(e) Liens: Create, incur or assume any lien upon the Project;

(f) Transactions on Behalf of Others: Engage in any other transaction on

behalf of Owner or any other person or entity not expressly authorized

by this Agreement or that violates applicable Laws, this Agreement or

any Project Agreement; or

(g) Agreements: Enter into any agreement to do any of the foregoing.

7.2 EXECUTION OF DOCUMENTS

Any agreement, contract, notice or other document that is expressly permitted

hereunder (or under written approval of Owner) to be executed by Operator

shall be executed by the authorized representative of Operator or, subject to

prior written notice to Owner, by such other representative of Operator who is

authorized and empowered by Operator to execute such documents.



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CLAUSE 8 TERM AND TERMINATION

8.1 TERM

The term of this Agreement shall be from and including the date of this

Agreement to and including as mentioned in PCC. Upon agreement of Owner

and Operator, this Agreement may be extended for certain periods of agreed

duration. This Agreement is subject to earlier termination pursuant to Sub-

Clauses 8.2, 8.3, 8.4, 8.5 or 8.6.

8.2 IMMEDIATE TERMINATION BY OWNER

Subject to the terms of any Project Agreements, Owner may terminate this

Agreement immediately:

(i) upon the Bankruptcy of Operator; or (ii) upon the occurrence of a Force

Majeure Event that is not remedied within one hundred and twenty (120) days

of its initial occurrence. If the Agreement is terminated by Owner pursuant to

Sub-Clause 8.2(i) or 8.2(ii), Operator shall be compensated for all

Reimbursable Costs incurred by Operator to and including the date of

termination. In addition, if the Agreement is terminated by Owner pursuant to

Sub-Clause 8.2(ii), Operator shall be paid all unpaid Annual Operating Fees to

and including the date of termination.

8.3 TERMINATION UPON NOTICE BY OWNER


Agreement upon ten (10) days prior written notice to Operator in the event (i)

that Operator violates, or consents to a violation of, any Laws applicable to the

Services or the Project, where the violation has or may have a material adverse

effect on the maintenance or operation of the Project or Owner's interest, and

Operator does not cure such violation within thirty (30) days (or, if not curable

within thirty (30) days, within such period of time as is reasonably necessary,

but in no event more than ninety (90) days, provided Operator diligently

commences and pursues such cure and indemnifies Owner for all related costs,

of whatever kind), or (ii) of a material breach by Operator in the performance

of the Services, if Operator does not cure such breach within thirty (30) days

from the date of Operator’s receipt of notice from Owner demanding cure (or,

if not curable within thirty (30) days, within such period of time as is

reasonably necessary, but in no event more than 90 days, provided Operator

diligently commences and pursues such cure and indemnifies Owner for all

related costs, of whatever kind). If the Agreement is terminated by Owner

pursuant to this Sub-Clause 8.3, Operator shall be compensated for all



115

Reimbursable Costs incurred by Operator and all unpaid Annual Operating

Fees to and including the date of termination.

8.4 OTHER TERMINATION UPON NOTICE BY OWNER


Agreement with sixty (60) days prior written notice to Operator, upon the

occurrence of :

(a) a sale or transfer by Owner of its rights in the Project or a sale or

transfer of all or substantially all of the assets of or interests in Owner.

(b) Operator's Reimbursable Costs for Services exceeding 110% of the

approved Annual Budget with respect to Reimbursable Costs, for any 2

consecutive Contract Years, where such overruns are the fault of, or due

to the negligent operation of the Project by, Operator.

(c) a determination by Owner that, for any reason, it no longer intends to

continue operation of the Project or

(d) a determination by Owner that it does not wish to extend this agreement

pursuant to Sub-Clause 8.1. If the Agreement is terminated by Owner

pursuant to this Section 8.4, Operator shall be compensated for all

Reimbursable Costs incurred by Operator and all unpaid Annual

Operating Fees to and including the date of such termination under this

Sub-Clause 8.4.

8.5 TERMINATION BY OWNER WITHOUT CAUSE

In addition to its rights set forth in this Clause 8, subject to the terms of any

Project Agreements, Owner reserves the right to terminate this Agreement

without cause upon ninety (90) days written notice to Operator. If the

Agreement is terminated by Owner pursuant to this Sub-Clause 8.5, Operator

shall be compensated for all Reimbursable Costs incurred by Operator and all

unpaid Annual Operating Fees to and including the date of such termination

under this Sub-Clause 8.5. Such payments, together with the termination

payment set forth in Sub-Clause 8.8, shall be Operator's sole remedy in respect

of such termination and shall be made by Owner within 30 days of receipt of a

final invoice from Operator.

8.6 TERMINATION BY OPERATOR

Subject to the terms of any Project Agreements, Operator may terminate this

Agreement for cause upon fifteen (15) days prior written notice to Owner in the

event of: (i) Owner's Bankruptcy; or (ii) Owner's failure to perform in a timely

manner any of its material obligations under this Agreement and such failure is



116

not cured within thirty (30) days of Owner's receipt of a notice from Operator

demanding cure (or, if not curable within thirty (30) days, within such period of

time as is reasonably necessary, but in no event more than 90 days, provided

that Owner diligently commences and continues to pursue such cure).

8.7 PROJECT CONDITION AT END OF TERM

Upon expiration or termination of this Agreement, Operator shall remove its

personnel from the Project. Operator shall leave the Project in as good

condition as it was on the Effective Date, normal wear and tear and casualty

excepted. Operator shall be paid all unpaid Reimbursable Costs. All special

tools, improvements, inventory of supplies, spare parts, safety equipment,

Operating Manuals and Procedures Manuals, operating logs, records and

documents maintained by Operator pursuant to Sub-Clause 3.5 and any other

items furnished on a Reimbursable Cost basis under this Agreement will be left

at the Project and will become or remain the property of Owner without

additional charge. Owner shall also have the right, in its sole discretion, to

assume and become liable for any contracts or obligations that Operator may

have undertaken with third parties in connection with the Services. Operator

shall cooperate in taking all reasonable steps requested by Owner required to

effect the assumption of the contracts, provided that Owner agrees to indemnify

and hold harmless Operator for all liabilities arising out of events and

obligations arising from the assumption of contract rights and obligations after

the date of any such assumption. Operator shall use commercially reasonable

efforts to cooperate with Owner or a succeeding operator to assure that the

operation, maintenance and management of the Project are not disrupted.

8.8 TERMINATION PAYMENT

(a) In the event of a termination of this Agreement pursuant to the above

SubClauses 8.2 (ii), 8.4 (a), 8.4 (c), 8.4 (d) or 8.5, Operator shall be

entitled, in addition to all other amounts due under this Agreement as of

the date of termination, to a demobilization and cancellation payment

equal to the total of all relocation and severance costs incurred with

respect to Operator's employees and all costs Operator is at such time

contractually or legally obligated to pay to its employees, or which are

incurred with the prior written approval of Owner. Severance costs for

each of Operator's employees shall be as mentioned in PCC for each

year such employee has worked for Operator at the Project. Subject to

Owner's right to conduct a subsequent audit and review pursuant to Sub-

Clause 8.8(b), such amounts shall be due and payable by Owner within

30 days of Operator's submission of an invoice, which invoice shall



117

include a statement of all such costs and expenses in the form and with

the substantiation required by Sub-Clause 6.2(a). Owner shall pay any

and all legal costs incurred by Operator to collect payments under this

Sub-Clause 8.8.

(b) Audit. Notwithstanding payment of any amount pursuant to this

Section 8.8, Owner shall remain entitled to conduct a subsequent audit

and review of all costs incurred and paid by Owner pursuant to this

Section 8.8, together with any supporting documentation requested by

Owner, for a period of 2 years from and after the date of such payment.

If, pursuant to such audit and review, it is determined that any amount

previously paid to Operator did not constitute, in whole or in part, a

reimbursable item pursuant to this Sub-Clause 8.8, Owner may recover

such amount from Operator plus interest at the Reference Rate

calculated from the date such audit commences, or Owner may deduct

or cause to be deducted such amount from any payment that may be due

to Operator.

CLAUSE 9 WARRANNTY

9.1 VENDOR'S WARRANTIES

For Owner's benefit, Operator shall obtain from sellers of equipment, material,

or services (other than the Services), warranties against defects in materials and

workmanship to the extent such warranties are reasonably obtainable, and, to

the extent of any such warranties actually obtained, Owner releases Operator

from any further liability arising in respect of such equipment, material or

services (other than the Services) to the extent such liability is covered by any

such warranty. Operator itself shall not be liable for any such warranties, or for

any defects or damage caused by such equipment, material or services (other

than the Services). Upon Owner's request, Operator agrees to take such steps as

are necessary, short of litigation, to enforce said warranties. Each such

warranty shall be enforceable by Owner for Owner's benefit or assignable by

Operator to Owner without any further action or consent by or on the part of

any third party. Unless otherwise requested, Operator shall administer such

warranties and immediately notify Owner of any defects discovered or

suspected that may be covered by such warranties. When requested, Operator

shall assign any such warranty to Owner and assist Owner with the

administration and enforcement of such warranty, or, if such warranty is not



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assignable to Owner, assist Owner with the administration and enforcement of

such warranty.

CLAUSE 10 INDEMNIFICATION AND LIABILITIES

10.1 INDEMNIFICATION

(a) Indemnification by Operator: Operator shall indemnify, defend and hold

harmless Owner, the members thereof, and their respective officers,

directors, employees, agents, Affiliates and representatives (the "Owner

Indemnified Parties"), from and against any and all claims (in whatever

form and to the fullest extent permitted by law) arising out of or in any

way connected with, but only to the extent of, any gross negligence,

fraud or willful misconduct of Operator or anyone acting on Operator's

behalf or under its instructions, in connection with this Agreement and

Operator's obligations thereunder. Any costs or expenses incurred by

Operator pursuant to its indemnity obligations under this Sub-Clause

10.1(a) shall be the sole responsibility of the Operator.

(b) Indemnification by Owner: Owner shall indemnify, defend and hold

harmless Operator, its officers, directors, employees, agents, Affiliates

and representatives (the "Operator Indemnified Parties") from and

against any and all claims (in whatever form and to the fullest extent

permitted by law) arising out of or in any way connected with, but only

to the extent of, any gross negligence, fraud or willful misconduct of

Owner or anyone acting on Owner's behalf or under its instructions

(other than Operator and its suppliers, subcontractors, venders, and their

subcontractors and vendors and any employee or agent of the

foregoing), in connection with this Agreement and Owner's obligations

thereunder.

10.2 ENVIRONMENTAL LIABILITY

(a) Operator Liability: Operator shall not be responsible for claims directly

or indirectly related to hazardous materials present at the Project before

the date of this Agreement, except to the extent Operator acted with

respect to such materials in a grossly negligent manner. Owner shall

defend, indemnify and hold Operator harmless against such claims,

except to the extent such claims arise from Operator's grossly negligent

or intentional acts.



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(b) Owner’s Liability: Owner shall not be responsible for claims directly

related to hazardous materials at the Project arising out of the grossly

negligent or intentional acts of Operator. This provision of the

Agreement shall not be construed to require Operator to take corrective

action with respect to any hazardous materials at the Project before the

date of this Agreement.

(c) Governmental Actions: If action is required at the Project to comply

with any applicable environmental laws during the term of this

Agreement, Owner (with Operator's assistance) shall be responsible for

the costs of compliance. Costs for such compliance action shall only be

incurred by Operator only with Owner's prior written consent, unless a

governmental authority requires Operator to incur such costs and

expenses prior to obtaining such written consent.

CLAUSE 11 LIMITATIONS OF LIABILITY

11.1 LIMITATIONS OF LIABILITY

(a) Consequential Damages: Notwithstanding any provision in this

Agreement to the contrary, Operator and Owner each agree not to assert

against the other any claim, demand or suit for consequential,

incidental, indirect or special damages arising from any aspect of the

performance or nonperformance of the other party or any third-party

engaged by such other party under this Agreement, and each party

hereto waives any such claim, demand or suit against the other in

connection with this Agreement.

(b) Damages Limited to Annual Operating Fee: The aggregate liability of

Operator [except for those claims that are subject to the provisions of

Sub Clause 10.1(a) (Indemnification by Operator)] shall in no event

exceed, during any Contract Year, the Annual Operating Fee payable to

Operator during such Contract Year plus the amount necessary to

satisfy Operator's indemnification responsibilities under Clause 10.

(c) Limited Personal Liability : Operator and Owner each understand and

agree that there shall be absolutely no personal liability on the part of

any of the members, partners, officers, employees, directors, agents,

authorized representatives or Affiliates of Owner or Operator for the

payment of any amounts due hereunder, or performance of any



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obligations hereunder. Operator shall look solely to the assets of Owner

for the satisfaction of each and every remedy of Operator in the event of

any breach by Owner. Owner shall look solely to the assets of Operator

for the satisfaction of each and every remedy of Owner in the event of

any breach by Operator.

(d) Survival: The parties further agree that the waivers and disclaimers of

liability, indemnities, releases from liability, and limitations on liability

expressed in this Agreement shall survive termination or expiration of

this Agreement, and shall apply at all times (unless otherwise expressly

indicated), regardless of fault, negligence, strict liability, or breach of

warranty of the party indemnified, released or whose liabilities are

limited, and shall extend to the members, partners, principals, officers,

employees, controlling persons, executives, directors, agents, authorized

representatives, and affiliates of such party.

(e) Exclusivity. The provisions of this Agreement constitute Operator's and

Owner's exclusive liability, respectively, to each other, and Operator's

and Owner's exclusive remedy, respectively, with respect to the

Services to be performed hereunder and Owner hereby releases

Operator performing Services hereunder, and Operator hereby releases

Owner performing its obligations hereunder, from any further liability.

CLAUSE 12 CONFIDENTIALITY

12.1 Operator

Operator agrees to hold in confidence for a period as mentioned in PCC from

the date of disclosure, any information supplied to Operator by Owner or others

acting on its behalf. Operator further agrees, to the extent requested by the

supplier of such information, to require its subcontractors, vendors, suppliers

and employees to enter into appropriate nondisclosure agreements relative to

such information, prior to the receipt thereof.

12.2 Owner

Owner agrees to hold in confidence for a period as mentioned in PCC from the

date of disclosure, any information supplied to Owner by Operator or others

acting on its behalf, provided that Owner may disclose such information as is

reasonably necessary but without affecting the proprietary (intellectual

property) rights, if any of the Operator or others. Owner further agrees, to the



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extent requested by the supplier of such information, to require its members and

contractors to enter into such appropriate nondisclosure agreements relative to

such information, prior to their receipt thereof.

12.3 Exceptions

The provisions of this Clause shall not apply to information that was in the

public domain, was already in the receiving party’s possession, or was received

lawfully and free of any obligation to treat it as confidential.

12.4 Required Disclosure

If a receiving party or any of its respective representatives is required by

applicable law to disclose any of the information that is otherwise required to

remain confidential pursuant to this Clause 12, the receiving party will notify

the other party promptly in writing so that the other party may seek a protective

order or other appropriate remedy (which the receiving party will not oppose),

or, in the other party's sole discretion, waive compliance with the terms of this

Agreement.

CLAUSE 13 TITLE, DOCUMENTS AND DATA

13.1 Materials and Equipment

Title to all materials, equipment, tools, supplies, consumables, spare parts and

other items purchased or obtained by Operator on a Reimbursable Cost basis

hereunder shall pass immediately to and vest in Owner upon the passage of title

from the vendor or supplier thereof, provided, however, that such transfer of

title shall in no way affect Operator's obligations as set forth in this Agreement.

13.2 Documents

All materials and documents prepared or developed by Operator, its employees,

representatives or contractors in connection with the Project or performance of

the Services, including all manuals, data, drawings, plans, specifications,

reports and accounts, shall become Owner's property when prepared, and

Operator, its agents, employees, representatives, or contractors shall not use

such materials and documents for any purpose other than performance of the

Services, without Owner's prior written approval. All such materials and

documents, together with any materials and documents furnished to Operator,



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its agents, employees, representatives, or contractors by Owner, shall be

delivered to Owner upon expiration or termination of this Agreement and

before final payment is made to Operator.

13.3 Review by Owner

All materials and documents referred to in Sub-Clause 13.2 hereof shall be

made available for review by Owner (including their agents or advisors) at all

reasonable times during development and promptly upon completion. All such

materials and documents required to be submitted for approval by Owner shall

be prepared and processed in accordance with the requirements and

specifications set forth in the Administrative Procedures Manual. However,

Owner's approval of materials and documents submitted by Operator shall not

relieve Operator of its responsibility for the correctness thereof or of its

obligation to meet all requirements of this Agreement.

13.4 Proprietary Information

Where materials or documents prepared or developed by Operator or its agents,

employees, representatives or contractors contain proprietary information,

systems, techniques, or know-how acquired from third parties by Operator or

others acting on its behalf, such persons or entities shall retain all rights to use

or dispose of such information, provided, however, that Owner shall have the

right to the same to the extent necessary for operation or maintenance of the

Project.

CLAUSE 14 RESOLUTION OF DISPUTES

14.1 Resolution through Discussions

If any dispute or difference of any kind (a Dispute") arises between Owner and

Operator in connection with, or arising out of, this Agreement, the Owner and

Operator within thirty (30) days shall attempt to settle such Dispute in the first

instance through discussions. The designated representatives of Owner and

Operator shall promptly confer and exert their best efforts in good faith to reach

a reasonable and equitable resolution of such Dispute. If the representatives are

unable to resolve the Dispute within five (5) calendar days, the Dispute shall be

referred within two (2) calendar days of the lapse of the five (5) calendar day

period to the responsible senior management of each party for resolution.

Neither party shall seek any other means of resolving any Dispute arising in

connection with this Agreement until the responsible senior management of



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Owner and Operator have had at least five (5) Business Days to resolve the

Dispute following referral of the Dispute to them. If the parties are unable to

resolve the Dispute using the procedure described in this Clause, either party

may deliver notice to the other party of its intent to submit the Dispute to

arbitration ("Arbitration Notice"). The Arbitration Notice shall include the

specific issues concerning the Dispute which must be resolved by the

arbitration.

14.2 Arbitration

Any Dispute arising out of, or in connection with, this Agreement and not

settled by the procedure prescribed in Sub-Clause 14.1, shall (regardless of the

nature of the Dispute) be finally settled in accordance with Arbitration Act

1940 as amended or any statutory modification or re-enactment thereof for the

time being in force the place of arbitration shall be as mentioned in PCC.

14.3 Continued Performance

During the pendency of any arbitration, Operator and Owner shall continue to

perform their obligations under this Agreement.

CLAUSE 15 MISCELLANEOUS PROVISIONS

15.1 Assignment

Neither Owner nor Operator party may assign its rights or obligations under

this Agreement without the prior written consent of the other party hereto,

except that this Agreement may be assigned by Owner without such prior

consent to any successor of Owner, to a person or entity acquiring all or

substantially all of the Project, or any purchaser of the Project upon the exercise

of remedies under a Project Agreement.

15.2 Access to Project

(a) Owner: Owner, and their respective agents and representatives shall

have access at all times to the Project and any documents, materials and

records and accounts relating to Project operations for purposes of

inspection and review. Upon the request of Owner, or their respective

agents and representatives, Operator shall make available to such



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persons or entities and provide them with access to any operating data

and all operating logs.

(b) Cooperation: During any such inspection or review of the Project, each

of Owner, and their respective agents and representatives shall use its

reasonable commercial efforts to cause authorized visitors to comply

with Operator's safety and security procedures and to conduct such

inspection and review in a manner which causes minimal interference

with Operator's activities. Operator agrees to cooperate fully with

Owner, and their respective agents and representatives in providing

requested information and documentation for the support of any

financial or legal transactions associated with the Project.

15.3 Force Majeure

If either Owner or Operator is rendered wholly or partially unable to perform its

obligations under this Agreement (other than payment obligations) due to a

Force Majeure Event, the party affected by such Force Majeure Event shall be

excused from whatever performance is impaired by such Force Majeure Event,

provided that the affected party promptly, upon learning of such Force Majeure

Event and ascertaining that it will affect its performance hereunder, (i)

promptly gives notice to the other party stating the nature of the Force Majeure

Event, its anticipated duration, and any action being taken to avoid or minimize

its effect and (ii) uses its reasonable commercial efforts to remedy its inability

to perform. The suspension of performance shall be of no greater scope and no

longer duration than that which is necessary. No obligations of either party

which arose before the occurrence causing the suspension of performance and

which could and should have been fully performed before such occurrence shall

be excused as a result of such occurrence. The burden of proof shall be on the

party asserting excuse from performance due to a Force Majeure Event.

15.4 Amendments

No amendments or modifications of this Agreement shall be valid unless

evidenced in writing and signed by duly authorized representatives of both

parties.

15.5 Survival

Notwithstanding any provisions herein to the contrary, the obligations set forth

in Clauses 7, 10, 12 and 14, and the limitations of liabilities set forth in Clause

11, shall survive in full force despite the expiration or termination of this

Agreement.



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15.6 No Waiver

It is understood and agreed that any delay, waiver or omission by Owner or

Operator with respect to enforcement of required performance by the other

under this Agreement shall not be construed to be a waiver by Owner or

Operator of any subsequent breach or default of the same or other required

performance on the part of Owner or Operator.

15.7 Notices

All notices and other communications (collectively "Notices") required or

permitted under this Agreement shall be in writing and shall be given to each

party at its address or fax number set forth in this Sub-Clause 15.8 or at such

other address or fax number as hereafter specified as provided in this Section

15.8. All Notices shall be:

(i) delivered personally, or (ii) sent by fax, electronic mail, telegraph, registered

or certified mail (return receipt requested and postage prepaid), or (iii) sent by a

nationally recognized overnight courier service. Notices shall be deemed to

have been given (A) when transmitted if sent by fax, electronic mail, or

telegraph (provided the transmittal is confirmed), or (B upon receipt by the

intended recipient if given by any other means.

Notices shall be sent to the following addresses:

To Operator:

[As mentioned in PCC]

To Owner:

[As mentioned in PCC]

15.8 Fines and Penalties

If during the term of this Agreement any governmental or regulatory authority

or agency assesses any fines or penalties against Operator or Owner arising

from Operator's failure to operate and maintain the Project in accordance with

applicable Laws without Owner's prior written consent, such fines and penalties

shall, subject to the limitations set forth in Clause 11, be the sole responsibility

of Operator and shall not be deemed a Reimbursable Cost.

15.9 Representations and Warranties

Each party represents and warrants to the other party that: (a) such party has the

full power and authority to execute, deliver and perform this Agreement and to

carry out the transactions contemplated hereby; (b) to the best of such party's



126

knowledge, the execution, delivery and performance by such party of this

Agreement, does not and will not materially conflict with any legal,

contractual, or organizational requirement of such party; and (c) there are no

pending or threatened legal, administrative, or other proceedings that if

adversely determined, could reasonably be expected to have a material adverse

effect on such party's ability to perform its obligations under this Agreement.

15.10 Counterparts

The parties may execute this Agreement in counterparts, which shall, in the

aggregate, when signed by both parties constitute one instrument. Thereafter,

each counterpart shall be deemed an original instrument as against any party

who has signed it.

15.11 Governing Law

This Agreement is executed and intended to be performed as mentioned in PCC

and the laws of country shall govern its construction, interpretation and effect.

15.12 Partial Invalidity

If any term, provision, covenant or condition of this Agreement is held by a

court of competent jurisdiction to be invalid, void or unenforceable, the rest of

this Agreement shall remain in full force and effect and in no way be affected,

impaired or invalidated.

15.13 Captions

Titles or captions of Clauses contained in this Agreement are inserted as a

matter of convenience and for reference, and do not affect the scope or meaning

of this Agreement or the intent of any provision hereof.

15.14 Amounts

All amounts of money in this Agreement are denominated in the currency as

mentioned in PCC.

15.15 Performance Security

The Operator shall provide Performance Security in the currency and amount,

as mentioned in PCC, to the Owner before signing the Contract. The security

shall be in the form of Bank Guarantee or on the form provided in the Bidding



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Document lead from an insurance company rated as AA by PACRA/JCT,

which shall be valid 28 days beyond the Term of the Contract. In case of

guarantee from a foreign bank, it shall be counter guaranteed by a scheduled

bank in Pakistan.

PARTICULAR CONDITIONS

OF

CONTRACT



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129

PARTICULAR CONDITIONS OF CONTRACT

CLAUSE 1 AGREEMENT

1.2 The Contract shall become effective after seven (7) days of the signing of the

Agreement and shall be valid for a period of two (2) years.

1.3 The Contractor shall perform Operation and Maintenance of 2.82 MW

Pakpattan HPP District Pakpattan, Punjab. The premises of the power house

(complex) shall not be used for any other purpose to earn income.

CLAUSE 2 DEFINITION

"Business Day"

Any day other than a Sunday or any other holiday announced by the

Government in the official gazette.

“Project”

The Pakpattan Hydropower Project (PHPP) is a run-of-river type hydropower

plant with capacity of about 2.82 MW located along Pakpattan canal, in

District Pakpattan of province Punjab. The Hydropower plant is being

constructed on the right bank of Pakpattan Canal and is situated at 0.66 km

downstream of Pakpattan Canal Regulator (RD 112+350), 12 Km from


Technology: Project is low head open surface using two (2) double regulated

horizontal shaft, pit type Kaplan turbine.

"Project Agreements"

All agreements in relation to operation & maintenance of 2.82 MW Pakpattan

Hydropower Project but not limited to the following:

i. Energy Purchase Agreement

ii. Water Use Agreement

iii. Interconnection Agreement.

iv. Generation License issued by NEPRA

v. Tariff determination by NEPRA

vi. IEE issued by EPA



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vii. Approval of electrical installation by Electric Inspector under the

Electricity Act,1910

CLAUSE 3 SERVICES

3.1 In addition to the provisions in GCC, the Contractor shall also provide O&M

services in accordance with the provision of EPA and will ensure compliance

with the requirement of system operator National Power Control Centre

(NPCC), power purchaser and the concerned Distribution Company (DISCO),

as may be applicable.

3.9 For an amount to be agreed between the owner and O&M contractor.

CLAUSE 5 COMPENSATION AND PAYMENT

5.2 Specify the [Monthly amount] which the Owner shall pay to O&M Contractor

during first contract year for an annual fee of [Annual amount] (the "Annual

Operating Fee").

Escalation factor and calculation method

The escalation shall be admissible for salary cost of personnel after successful

completion of one year of contract agreement and shall be paid according to

CPI as determined by Federal Bureau of Statistics Ministry of Commerce,

Government of Pakistan on annual basis.

5.3 (a) The owner shall make mobilization advance payment of one (1) month

expenses estimated on the basis of the annual contract value to the Contractor

on submission of Bank guarantee from any scheduled bank of Pakistan, which

shall be valid at least twenty eight (28) days beyond the expiry of contracted

year. This amount shall be set off proportionately at the rate of 10% from

monthly invoices.

CLAUSE 7 LIMITATION ON AUTHORITY

7.1 (a) Following shall be inserted at the end of this sub-clause:

All existing and additional assets acquired during pendency of the agreement

shall be the sole property of the owner.



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CLAUSE 8 TERM AND TERMINATION

[to be filled in at the time of finalization of contract]

8.1 Describe the [Expiration date] of Agreement.

8.8 Describe the Severance costs [Payment Amount e.g. number of pay periods &

hours] for each of O&M Contractor’s employees (to be mutually agreed

between owner and O&M Contractor)

CLAUSE 11 LIMITATIONS OF LIABILITY

11.1 (a) Consequential Damages: Notwithstanding any other provision of this

Agreement, in no event shall a Party be liable for any indirect, consequential or

special losses, damages or expenses of another Party or any other Person,

whether arising under claims in contract or under Laws unless such liability

cannot be excluded according to Laws. Each Party agrees that it will not assert

or attempt to assert any claim for such indirect, consequential or special losses

against any other Party.

CLAUSE 12 CONFIDENTIALITY

12.1 The confidentiality obligation of the contractor shall remain in full force and

effect for a period of five (5) years after the date of the expiration or earlier

termination of this Agreement.

12.2 The confidentiality obligation of the owner shall remain in full force and effect

for a period of five (5) years after the date of the expiration or earlier

termination of this Agreement.

.

CLAUSE 14 RESOLUTION OF DISPUTES

14.2 The place for arbitration shall be Lahore, Pakistan.

CLAUSE 15 MISCELLANEOUS PROVISIONS

15.7 Name and complete address of Owner



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Punjab Power Development Company (Limited)

77-Shah Jamal Colony

Attn: [Name of representative designated pursuant to Sub-Clause 1.4]

Tel: +92-42-99204005

Fax: +92-42-99204003

E-Mail: [email protected]

[email protected]

Name and complete address of Operator

[Name of O&M firm]

[Address of O&M firm]

Attn: [Name of representative designated pursuant to Sub-Clause 1.4]

Tel: [Telephone number, including country code, if needed]

Fax: [Facsimile machine number, including country code, if needed]

E-Mail: [E-mail address]

15.8 Within ten (10) Working Days of receipt of the statement from the Power

Purchaser pursuant to EPA and the statement from the Operator, the Owner and

the Operator shall use best efforts to agree upon such statements and to

compute the Availability LDs that is payable by the Operator. If the Parties fail

to reach such agreement, the dispute shall be dealt with in accordance with

Section 14.

Any Availability LDs agreed or determined to be payable shall be paid by the

Operator within twenty (20) Working Days of receipt of statement of

Availability LDs by Operator.

The Owner is entitled to invoice and receive the Availability LDs on Monthly

basis if the Forced or Partial Forced Outage exceeds the relevant outage

allowance provided in EPA.

15.11 Governing Law will be that of Islamic Republic of Pakistan.

15.14 Amounts of money shall be dominated in currency of Islamic Republic of

Pakistan in Pak. Rupees.

15.15 The O&M Contractor shall provide Performance Security equal to ten (10) %

of the contract value in Pak. Rs. before signing the Contract. The security shall

be in the form of Bank Guarantee issued by a scheduled bank of Pakistan,

which shall be valid 28 days beyond the Term of the Contract. In case of



133

guarantee from a foreign bank, it shall be counter guaranteed by a scheduled

bank in Pakistan.

15.16 Insurance

(a) Obligation to Obtain. Owner and Operator shall obtain and maintain the

insurance set forth in Sections (b) and (c). Such insurance may be

maintained under individual or blanket insurance policies.

(b) Operator Coverage. Operator shall maintain during the term of this

Agreement the insurance described below with insurance companies

acceptable to Owner and with limits and coverage provisions not less than

the limits and coverage provisions set forth below:

For each category of insurance the Owner must assess the risks and

the value of protected assets or magnitude of possible casualty loss

in setting coverage minimum amounts.

Specific minimum coverage amounts and any special provisions or

riders that Owner requires should also be specified.

(i) General Liability Insurance: Liability insurance on an occurrence

basis against claims for personal injury (including bodily injury and

death) and property damage.

(ii) Automobile Liability Insurance: Automobile liability insurance

against claims for personal injury (including bodily injury and

death) or property damage arising out of the use of all owned,

leased, non-owned and hired motor vehicles, including loading and

unloading, and containing appropriate no-fault insurance provisions

where applicable.

(iii) Workers' Compensation Insurance: Workers' compensation

insurance as required by applicable laws, including employer’s

liability insurance for all employees of Operator.

(iv) Excess Liability Insurance: Excess liability insurance on an

occurrence basis covering claims in excess of the underlying

insurance described in the foregoing subsections (i), (ii) and (iii).

The amounts of insurance required in the foregoing subsections (i), (ii), (iii)

and (iv), may be satisfied by Operator purchasing coverage in the amounts

specified or by any combination thereof, so long as the total amount of

insurance meets the requirements specified. Upon mutual agreement of the

Owner, Operator may provide equivalent self-insurance in lieu of the

requirements set forth in this Section.

Provisions as may be required by lenders or by other agreements

relating to the Project and mutually agreed by the Owner.

(c) Owner Coverage. Owner shall maintain the insurance with limits and

coverage provisions set forth in the tariff determination by NEPRA.



134

(d) Certificates. On or before the date on which insurance must be provided,

each party shall furnish certificates of insurance to the other party

evidencing the insurance required pursuant to this Agreement. Each party

shall cooperate with the other to ensure collection from insurers for any loss

under any such policy.

(e) Payment of Deductible Amounts. Notwithstanding which party hereto shall

have purchased, or been responsible for the purchase of, any insurance in

respect of the Project or otherwise referred to in this Agreement, Operator

shall promptly pay to Owner any deductible amount related to any claim

against or other cost to Owner covered under any such insurance policy

which arose due to the gross negligence of Operator.



135

STANDARD FORMS



136

STANDARD FORMS

Form of Bid Security

(Bank Guarantee)

Form of Contract Agreement

Form of Performance Security

(Bank Guarantee)

Form of Bank Guarantee for Advance Payment



137

FORM OF BID SECURITY

(Bank Guarantee)

Guarantee No._____________________

Executed on _____________________

Expiry date _____________________

Name of Guarantor (Bank) with address:

_________________________________________

(Scheduled Bank in Pakistan)

Name of Principal (Bidder) with address:

________________________________________

______________________________________________________________________

Penal Sum of Security (express in words and

figures):_______________________________

______________________________________________________________________

Bid Reference No._________________ Date of Bid

Opening_________________________

KNOW ALL MEN BY THESE PRESENTS, that in pursuance of the terms of the Bid

and at the request of the said Principal, we the Guarantor above-named are held and

firmly bound unto the __________________________________, (hereinafter called

the “Owner”) in the sum stated above, for the payment of which sum well and truly to

be made, we bind ourselves, our heirs, executors, administrators and successors, jointly

and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH, that whereas the Principal has

submitted the accompanying Bid numbered dated as above for

________________________________________ (Particulars of Bid) to the said

Owner; and

WHEREAS, the Owner has required as a condition for considering the said Bid that

the Principal furnishes a Bid Security in the above said sum to the Owner, conditioned

as under:

(1) that the Bid Security shall remain valid for a period 28 days beyond the period

of validity of the Bid;

(2) that in the event of;

(a) the Principal withdraws his Bid during the period of validity of Bid, or



138

(b) the Principal does not accept the correction of his Bid Price, pursuant to

Sub-Clause 24.2 of Instructions to Bidders, or

(c) failure of the successful bidder to

(i) furnish the required Performance Security, in accordance with

Clause 34 of Instructions to Bidders, or

(ii) sign the proposed Contract Agreement, in accordance with

Clause 35 of Instructions to Bidders,

then the entire sum be paid immediately to the said Owner as liquidated damages and

not as penalty for the successful bidder's failure to perform.

NOW THEREFORE, if the successful bidder shall, within the period specified

therefor, on the prescribed form presented to him for signature enter into a formal

Contract with the said Owner in accordance with his Bid as accepted and furnish

within twenty eight (28) days of his being requested to do so, a Performance Security

with good and sufficient surety , as may be required, upon the form prescribed by the

said Owner for the faithful performance and proper fulfilment of the said Contract or in

the event of non-withdrawal of the said Bid within the time specified for its validity

then this obligation shall be void and of no effect, but otherwise to remain in full force

and effect.

PROVIDED THAT the Guarantor shall forthwith pay to the Owner the said sum stated

above upon first written demand of the Owner without cavil or argument and without

requiring the Owner to prove or to show grounds or reasons for such demand notice of

which shall be sent by the Owner by registered post duly addressed to the Guarantor at

its address given above.

PROVIDED ALSO THAT the Owner shall be the sole and final judge for deciding

whether the Principal has duly performed his obligations to sign the Contract

Agreement and to furnish the requisite Performance Security within the time stated

above, or has defaulted in fulfilling said requirements and the Guarantor shall pay

without objection the sum stated above upon first written demand from the Owner

forthwith and without any reference to the Principal or any other person.

IN WITNESS WHEREOF, the above bounden Guarantor has executed the instrument

under its seal on the date indicated above, the name and seal of the Guarantor being

hereto affixed and these presents duly signed by its undersigned representative

pursuant to authority of its governing body.



139

Guarantor (Bank)

Witness: Signature

1. Name

Title

Corporate Secretary (Seal)

2.

(Name, Title & Address) Corporate Guarantor (Seal)



140

FORM OF CONTRACT AGREEMENT

This OPERATION AND MAINTENANCE AGREEMENT (hereinafter called the

"Agreement") is made and entered into the _____ day of _______________(month) 20_____ by

and between _Punjab Power Development Company Limited (PPDCL) Energy

Department, Govt. of Punjab, Lahore, Pakistan (hereinafter called the "Owner"), and

_[Legal name, form and country of O&M firm] (hereinafter called the "O&M

Contractor").

WHEREAS, Owner owns a _2.82 MW Pakpattan Hydropower project_ (“Project”)

and desires to contract for operation, maintenance and management of the Project,

WHEREAS, O&M Contractor provides operation, maintenance and management

services for Projects and has agreed to provide those services for the Project on the

terms and conditions set forth in this Agreement,

NOW IT IS HEREBY AGREED as follows:

Article 1

Contract Documents

1.1 Contract Documents

The following documents shall constitute the Contract

between the Owner and the Contractor, and each shall be

read and construed as an integral part of the Contract:

(a) This Contract Agreement and the Appendices

hereto

(b) Letter of Price Bid and Price Schedules submitted

by the Contractor

(c) Letter of Technical Bid and Technical Proposal

submitted by the Contractor including completed

Form of Bid

(d) Letter of Award

(e) Particular Conditions

(f) General Conditions

(g) Specification-Technical and Special Provisions

(h) Drawings

(i) Other completed Bidding Forms submitted with the

Letters of Technical and Price Bids

(j) Minutes of meeting of the final negotiation, before

award of contract, endorsed by BoD of PPDCL.

(k) Energy purchase Agreement (EPA) & Water use



141

Agreement (WUA)

(l) Operation & Maintenance Manual

1.2 Order of Precedence

In the event of any ambiguity or conflict between the

Contract Documents listed above, the order of

precedence shall be the order in which the Contract

Documents are listed in Article 1.1 (Contract

Documents) above.

1.3 Definitions

Capitalized words and phrases used herein shall have the

same meanings as are ascribed to them in the General

Conditions.

Article 2

Contract Price and

Terms of Payment

2.1 Contract Price

The Owner hereby agrees to pay to the Contractor the

Contract Price in consideration of the performance by

the Contractor of its obligations hereunder. The

Contract Price shall be: [. . . amounts of local currency

in words . . . ], [. . . amounts in figures. . . ], or such

other sums as may be determined in accordance with the

terms and conditions of the Contract.

2.2 Terms of Payment

The terms and procedures of payment according to

which the Owner will reimburse the Contractor are given

in the Conditions of Contract.

Article 3

Effective Date

3.1 Effective Date

The Contract shall become effective from the date when

all of the following conditions have been fulfilled:

(a) The Contractor has submitted to the Owner the

performance security

(b) This Contract Agreement has been duly executed

for and on behalf of the Owner and the Contractor;

Each party shall use its best efforts to fulfill the above

conditions for which it is responsible as soon as

practicable.

3.2 If the conditions listed under 3.1 are not fulfilled within

two (2) months from the date of this Contract

notification because of reasons not attributable to the

Contractor, the parties shall discuss and agree on an

equitable adjustment to the Contract Price and the Time



142

for Completion and/or other relevant conditions of the

Contract.

Article 4

Communications

4.1 The address of the Employer for notice purposes

Chief Executive Officer, PPDCL

77 - Shah Jamal Colony

Lahore, Pakistan

4.2 The address of the Contractor for notice purposes, is: [

Contractor's address ].

Article 5.

Appendices

5.1 The Appendices listed in the attached List of Appendices

shall be deemed to form an integral part of this Contract

Agreement.

5.2 Reference in the Contract to any Appendix shall mean

the Appendices attached hereto, and the Contract shall

be read and construed accordingly.

IN WITNESS WHEREOF the Owner and the Contractor have caused this

Agreement to be duly executed by their duly authorized representatives the day and

year first above written.

[Legal Name of Owner ]

By: Witness:

------------------------------------ ------------------------

Name: Name:

Title: Address:

Seal:

[Legal Name of O&M Contractor]

By: Witness:

------------------------------------- ------------------------

Name: Name:

Title: Address:

Seal:



143

FORM OF PERFORMANCE SECURITY

(Bank Guarantee)

Guarantee No._____________________

Executed on _____________________

Expiry date _____________________

Name of Guarantor (Bank) with

address:_________________________________________

Name of Principal (Contractor) with address:

______________________________________________________________________

______________________________________________________________________

Penal Sum of Security (express in words and figures)

______________________________________________________________________

______________________________________________________________________

Letter of Acceptance No. _____________________________Dated ______________

KNOW ALL MEN BY THESE PRESENTS, that in pursuance of the terms of the

Bidding Documents and above said Letter of Acceptance (hereinafter called the

Documents) and at the request of the said Principal we, the Guarantor above named,

are held and firmly bound unto the

__________________________________________________ (hereinafter called the

“Owner”) in the penal sum of the amount stated above for the payment of which sum

well and truly to be made to the said Owner, we bind ourselves, our heirs, executors,

administrators and successors, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH, that whereas the Principal has

accepted the Owner's above said Letter of Acceptance for _________

__________________________________ (Name of Contract) for the

_______________

_______________________________ (Name of Project).

NOW THEREFORE, if the Principal (Contractor) shall well and truly perform and

fulfill all the undertakings, covenants, terms and conditions of the said Documents



144

during the original terms of the said Documents and any extensions thereof that may be

granted by the Owner, with or without notice to the Guarantor, which notice is, hereby,

waived and shall also well and truly perform and fulfill all the undertakings, covenants

terms and conditions of the Contract and of any and all modifications of said

Documents that may hereafter be made, notice of which modifications to the Guarantor

being hereby waived, then, this obligation to be void; otherwise to remain in full force

and virtue till all requirements of Sub-Clause 8.7, Project Condition at End of Term,, ,

of Conditions of Contract are fulfilled.

Our total liability under this Guarantee is limited to the sum stated above and it is a

condition of any liability attaching to us under this Guarantee that the claim for

payment in writing shall be received by us within the validity period of this Guarantee,

failing which we shall be discharged of our liability, if any, under this Guarantee.

We, ____________________________________ (the Guarantor), waiving all

objections and defences under the Contract, do hereby irrevocably and independently

guarantee to pay to the Owner without delay upon the Owner's first written demand

without cavil or arguments and without requiring the Owner to prove or to show

grounds or reasons for such demand any sum or sums up to the amount stated above,

against the Owner's written declaration that the Principal has refused or failed to

perform the obligations under the Contract which payment will be effected by the

Guarantor to Owner’s designated Bank & Account Number.

PROVIDED ALSO THAT the Owner shall be the sole and final judge for deciding

whether the Principal (Contractor) has duly performed his obligations under the

Contract or has defaulted in fulfilling said obligations and the Guarantor shall pay

without objection any sum or sums up to the amount stated above upon first written

demand from the Owner forthwith and without any reference to the Principal or any

other person.

IN WITNESS WHEREOF, the above-bounden Guarantor has executed this Instrument

under its seal on the date indicated above, the name and corporate seal of the Guarantor

being hereto affixed and these presents duly signed by its undersigned representative,

pursuant to authority of its governing body.

__________________________

Guarantor (Bank)

Witness:

1. _______________________ Signature _______________

_______________________ Name __________________




145

Title ___________________

2. _______________________

_____________________ _______________________

Name, Title & Address Corporate Guarantor (Seal)



146

FORM OF BANK GUARANTEE FOR ADVANCE PAYMENT

Guarantee No.________________

Executed on________________

Expiry date ________________

WHEREAS _________________________________________________ (hereinafter

called the Owner) has entered into a Contract for _____________________________

______________________________________________________________________

__ _______________________________________________ (Particulars of Contract),

with

___________________________________________________________________

________________________________ (hereinafter called the Contractor).

AND WHEREAS the Owner has agreed to given advance to the Contractor, at the

Contractor’s request, an amount of _________________________________

(Rs.___________________) which amount shall be advanced to the Contractor as per

provisions of the Contract.

AND WHEREAS the Owner has asked the Contractor to furnish Guarantee to secure

advance payment for performance of his obligations under the said Contract.

AND WHEREAS __________________________________________________

(Bank) (hereinafter called the Guarantor) at the request of the Contractor and in

consideration of the Owner agreeing to make the above advance to the Contractor, has

agreed to furnish the said Guarantee.

NOW THEREFORE the Guarantor hereby guarantees that the Contractor shall use the

advance for the purpose of above mentioned Contract and if he fails, and commits

default in fulfillment of any of his obligations for which the advance payment is made,

the Guarantor shall be liable to the Owner for payment not exceeding the

aforementioned amount.

Notice in writing of any default, of which the Owner shall be the sole and final judge,

as aforesaid, on the part of the Contractor, shall be given by the Owner to the

Guarantor, and on such first written demand payment shall be made by the Guarantor

of all sums then due under this Guarantee without any reference to the Contractor and

without any objection.



147

This guarantee shall come into force as soon as the advance payment has been credited

to the account of the Contractor.

This guarantee shall expire not later than

______________________________________

by which date we must have received any claims by registered letter, telegram, telex or

telefax.

It is understood that you will return this Guarantee to us on expiry or after settlement

of the total amount to be claimed hereunder.

_______________

Guarantor (Bank)

Witness:

1. _______________________ Signature _______________

_______________________ Name __________________


Title ___________________

2. _______________________

_______________________ _______________________

Name, Title & Address Corporate Guarantor (Seal)



148

SPECIFICATIONS

SPECIAL PROVISIONS

A. The detailed technical documentary information drawing pertaining to the Project

can be viewed/consulted in the office of Chief Executive Office Punjab Power

Development Company Limited, 77-Shah Jamal Colony Lahore.

B. SITE VISIT

1. The Bidder is advised to visit and examine the site and the surrounding areas

and obtain or verify all information it deems necessary for the preparation of the

Proposal.

2. The Bidder shall submit a written request to PPDCL at least seven (7) Days in

advance of such Site inspection. PPDCL will grant Bidder or its agents written

permission to visit the Site or, if necessary, to enter into certain premises for

such purpose. Bidder or its agents will only be granted permission on the

express condition that Bidder agrees to follow all instructions of PPDCL/PPMU

and to release and indemnify PPDCL/PPMU and its agents from and against all

liability in respect thereof and to be responsible for personal injury (whether

fatal or otherwise), loss of or damage to property and any other loss, damage,

costs and expenses however caused, which, but for the exercise of such

permission, would not have arisen.

3. Failure to investigate the Site or prevailing conditions fully shall not be grounds

for Bidder subsequently to alter its Proposal nor shall it relieve the Bidder from

any responsibility.

4. PPDCL/PPMU may plan and arrange a combined Site visit for all the interested

Bidders. PPDCL shall inform all the Bidders of details of such Site visit at least

seven (7) Days prior to the visit. Maximum of up to two (2) representatives of

each Bidder shall be allowed. Representatives of PPDCL/PPMU shall

accompany the Bidders, if necessary, to brief the Bidders about the Site and

facilitate the Site visit.

C. SPARE PARTS

Following are the mandatory spare parts to be supplied by the EPC Contractor.

1. Spillway Gates

Nuts and Bolts (complete for one gate ) 2 Sets

Rubber Seals (complete for one gate) 2 Sets

Trunnion bushings (complete for one gate) 2 Sets

Hydraulic cylinder 1 Set



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Seals for hydraulic cylinder 4 Sets

2. Draft Tube Gates

Rubber seals ( complete for one Gate ) 1 Set

Seals for hydraulic cylinders 2 Sets

Nuts and bolts (complete for one Gate ) 1 Set

3. Kaplan Turbine

Guide vanes 2 Nos.

Shear pins 6 Nos.

Guide vane seals, all type of O-ring and gaskets 2 Sets of each type

Seals, O-rings, belts, gaskets etc. for hydraulic 2 Sets of each type

governor / power pack

Sealing plates and wearing rings 2 Sets of each type

Bearings 2 Sets of each type

4. Generator

Winding One third (1/3) of a generator

Bearings 2 Sets.

Thyristers 2 Sets.

Variastor 2 Nos.

Field circuit breaker 1 No.

Carbon brushes for collector rings 2 Sets.

11 kV Circuit breaker 1 No.

PTs/ CTs 1 of each type

Lightning arrestors 1 of each type

5. General

MCCBs 5 of each type used

Indication lamps 100 of each type

Auxiliary relays 2 of each type

Printed circuit cards 2 of each type

Lighting fixtures for powerhouse lighting 5 of each type

Indication lamp fixtures 10 of each type



150

Valves 2 of each type

Solenoids 1 of each type

6. Tool and Appliances

1 (one) set of all special tools for maintenance, including

1 (one) set of lifting and alignment equipment for shafts.

1 (one) set of lifting equipment for the runner

Necessary slings and tools for lifting the heavy parts of turbine/generator.

Necessary slings and tools for lifting the turbine covers, as well as other minor

parts.



151

SPECIFICATIONS

TECHNICAL PROVISIONS

PAKPATTAN HPP DISTRICT PAKPATTAN

Sr. No Features Details/Description

1 Capacity 2.82 MW

2 Type of Facility Very Low Head Hydropower Project

3 Turbine Type Pit Type Kaplan (Horizontal Shaft)

4 Number of Units 2

5 Per Unit Design Discharge 40 cumecs

6 Head (Rated) 4.2 meters

7 Plant Factor 87.72%

8 Auxiliary Consumption 1%

9 Net Annual Energy Generation 21.67 GWh



152

DRAWINGS



153

ANNEX-A: LAYOUT PLAN OF PLANT



154

ANNEX-B DETAILS OF RESIDENTIAL COLONY

Type of Building No. of

Buildings

Covered Area

of each

Building (m2)

Plot Size /

Unit (m2)

Total

Covered

Area (m2)

Type I 1 293 836 293

Type II 5 153 418 765

Type III 7 126 314 882

Type IV 20 92 209 1840

Guest House –with 1

Dwg/din.; 3 bed

rooms and 3 baths; a

box and a servant

quarter.

1 350 1000 350

Mosque 1 100 300 100

Dispensary 1 50 50 50

Shops 4 20 120 80

Total 4360

The Contractor will construct the colony for Employee’s staff as per the layout of

colony. Site is located approximately at 12 Km from Pakpattan. The access to the Site

of; Pakpattan proposed residences, Contractor’s camp and facilities; is by Paved Road.

This is a metalled road and is suitable to the maximum weight of equipment and

machinery to be transported to the Site. The contractor shall also construct a metalled

road from R.D 112+350 to R.D 114+000



155

ANNEX-C: RESIDENTIAL COLONY TYPE-1



156

ANNEX-D: RESIDENTIAL COLONY TYPE-2 & 3



157

ANNEX-E: RESIDENTIAL COLONY TYPE-4



158